CBOE Holdings, Inc. Reports Record First Quarter Financial Results For 2013

 CBOE Holdings, Inc. Reports Record First Quarter Financial Results For 2013

First Quarter Financial Highlights

-- Record First Quarter Results

-- Operating Revenues Increase 18 Percent to $142.7 Million

-- GAAP Net Income Allocated to Common Stockholders Increases 27 Percent to
$41.8 Million; Diluted EPS of $0.48

-- Adjusted Net Income Allocated to Common Stockholders Up 33 Percent to $43.9
Million(1); Adjusted Diluted EPS of $0.50(1)

-- GAAP Operating Margin Expands by 140 Basis Points to 48.7 Percent; Adjusted
Operating Margin Up 340 Basis Points to 50.9 Percent(1)

PR Newswire

CHICAGO, May 3, 2013

CHICAGO, May3, 2013 /PRNewswire/ --CBOE Holdings, Inc. (NASDAQ: CBOE) today
reported first quarter 2013 net income allocated to common stockholders of
$41.8 million, or $0.48 per diluted share, compared with $32.9 million, or
$0.37 per diluted share in the first quarter of 2012. On an adjusted basis,
net income allocated to common stockholders was $43.9 million, or $0.50 per
share, compared with $33.0 million, or $0.37 per diluted share, in the same
period last year. Operating revenues of $142.7 million for the first quarter
increased 18 percent compared with $121.4 million in the first quarter of
2012.

(Logo: http://photos.prnewswire.com/prnh/20121022/MM97794LOGO-a)

"Our record first quarter results were driven by continued strong growth in
our proprietary products. Trading volume in our VIX Index options and futures
continued to reach new records, while trading in our S&P 500 options complex,
led by the tremendous growth in our SPX Weeklys, also increased
significantly," said William J. Brodsky, CBOE Holdings Chairman and CEO.

Brodsky added, "As we announced last December, later this month Ed Tilly will
assume the role of Chief Executive Officer, Ed Provost will become President
and Chief Operating Officer, and I will continue to lead the Board in my new
role as Executive Chairman. I am confident that under the leadership of Ed
Tilly and Ed Provost, CBOE will continue to serve our customers through
innovation and execution, while achieving our growth strategy and delivering
long-term value to stockholders."

"CBOE Holdings is off to a good start this year, as solid execution combined
with continued strong growth in our proprietary products delivered improved
operating margins and excellent financial results. For the quarter, our
adjusted diluted EPS of $0.50 per share matched our highest ever and was 35
percent higher than last year, on an 18 percent increase in revenue," stated
Alan J. Dean, CBOE Holdings Executive Vice President and Chief Financial
Officer. "We generated strong cashflow from operations and ended the quarter
with $210 million in cash and no debt," Dean added.

(1) A full reconciliation of our non-GAAP results to our GAAP results for the
2013 and 2012 reporting periods is included in the attached tables. See
"Non-GAAP Information" in the accompanying financial tables.

Key Statistics and Financial Highlights

The table below highlights CBOE Holdings' operating results on a GAAP basis
and an adjusted basis for the comparative quarters ended March31, 2013 and
2012. Financial results presented on an adjusted basis provide supplemental
information to facilitate period-over-period comparisons by adjusting for
certain items that management believes are not indicative of the company's
core operating performance.

(in millions, except per share and revenue per    1Q 2013  1Q 2012  Y/Y Change
contract)
Key Statistics:
Total Trading Days                                60       62
Average Daily Volume (options and futures)        4.37     4.88     (11)%
Total Trading Volume (options and futures)        262.0    302.7    (13)%
Average Revenue Per Contract                      $ 0.378 $ 0.280  35%
GAAP Financial Highlights:
Total Operating Revenues                          $ 142.7 $ 121.4  18%
Total Operating Expenses                          73.3     64.0     15%
Operating Income                                  69.4     57.4     21%
Operating Margin %                                48.7%    47.3%    140 bps
Net Income                                        $  42.4 $ 33.4  27%
Net Income Allocated to Common Stockholders       $  41.8 $ 32.9  27%
Diluted EPS                                       $  0.48 $ 0.37  30%
Weighted Average Shares Outstanding               87,272   88,146   (1)%
Adjusted Financial Highlights (1)
Total Operating Expenses                          $  70.1 $ 63.8  10%
Operating Income                                  72.6     57.6     26%
Operating Margin %                                50.9%    47.5%    340 bps
Net Income                                        $  44.5 $  33.5 33%
Net Income Allocated to Common Stockholders       $  43.9 $  33.0 33%
Diluted EPS                                       $  0.50 $  0.37 35%

(1) A full reconciliation of our non-GAAP results to our GAAP results for the
2013 and 2012 reporting periods is included in the attached tables. See
"Non-GAAP Information" in the accompanying financial tables.

Revenues

Operating revenues were $142.7 million in the first quarter of 2013, up $21.3
million, or 18 percent, from $121.4 million in the first quarter of 2012. The
increase primarily reflects higher revenue of $14.3 million in transaction
fees, $5.0 million in regulatory fees, $1.7 million in exchange services and
other fees, and $1.5 million in other revenue, offset somewhat by a decrease
of $0.9 million in market data fees.

Transaction fees increased 17 percent for the quarter due to a 35 percent
increase in the average revenue per contract (RPC) compared with the first
quarter of 2012, offset somewhat by a 13 percent decline in trading volume.
RPC increased to $0.378 compared with $0.280 in the first quarter of 2012.
Trading volume for the first quarter was 262.0 million contracts, or 4.37
million contracts per day, compared with volume of 302.7 million contracts, or
4.88 million contracts per day, in last year's first quarter.

The increase in RPC primarily resulted from a shift in the mix of trading
volume, with contracts carrying the highest rate per contract, index options
and futures contracts, accounting for 37.9 percent of trading volume during
the quarter compared with 25.4 percent in the first quarter of 2012.

The average revenue per contract represents total transaction fee revenue
divided by total reported trading volume for Chicago Board Options Exchange
(CBOE), C2 Options Exchange (C2) and CBOE Futures Exchange (CFE).

Adjusted Operating Expenses

Adjusted operating expenses were $70.1 million for the quarter, up $6.3
million, or 10 percent, compared with $63.8 million in the first quarter of
2012. Adjusted operating expenses exclude accelerated stock-based
compensation of $3.2 million and $0.2 million for the first quarter of 2013
and 2012, respectively.

The company's core operating expenses, which include total operating expenses
less volume-based expenses, depreciation and amortization, accelerated
stock-based compensation expense and unusual or one-time expenses, were $47.6
million for the first quarter of 2013, up $6.0 million, or 14 percent,
compared with last year's first quarter. The increase primarily represents
higher expenses for outside services and employee costs. Outside services
were up primarily due to higher legal fees. The higher employee costs mainly
reflect increases in incentive compensation, stock-based compensation and
salaries.

Volume-based expenses, which include royalty fees and trading volume
incentives, were $14.2 million in the first quarter of 2013, representing an
increase of $0.4 million, or 3 percent, compared with the same period last
year. This increase reflects higher royalty fees of $2.0 million, offset
somewhat by a decrease in trading volume incentives of $1.6 million. The
higher royalty fees are directly related to the growth in trading volume in
licensed index products and, to a lesser extent, an increase in royalty rates
resulting from the previously announced licensing agreement extension. The
decline in trading volume incentives primarily resulted from lower trading
volume in multiply-listed options and modifications to the incentive program
criteria.

Adjusted Operating Margin

The company's adjusted operating margin for the first quarter of 2013
increased 340 basis points to 50.9 percent compared with 47.5 percent for the
same quarter last year, representing the Company's second highest adjusted
operating margin ever.

Effective Tax Rate

The company reported an effective tax rate of 38.3 percent for the quarter
versus 41.3 percent in last year's first quarter. The decrease in the
effective rate for the first quarter of 2013 compared to 2012 is the result of
the recognition of discrete items and the benefit of a lower apportionment by
Illinois.

First Quarter 2013 Operational Highlights and Recent Developments

  oFor a fourth consecutive quarter, CFE and VIX futures experienced
    record-setting quarterly trading volume.
  oOn May 1, 2013, the company reported that average daily volume (ADV) for
    total options in April 2013 was 4.48 million contracts, a 4 percent
    increase from March 2013 ADV of 4.33 million contracts and a 1 percent
    decrease from April 2012 ADV of 4.54 million contracts. In addition, CFE
    reported ADV of 184,983 contracts in April 2013, up 119 percent compared
    with 84,631 contractsper day during April 2012 and a 15 percent increase
    from 161,444 contracts per day in March 2013.
  oOn April 8, CBOE launched its new "CBOE Options Hub"
    (www.cboeoptionshub.com), a comprehensive Website designed to be the "hub"
    of CBOE's industry-leading social media program and the definitive online
    source for up-to-the-minute news and views from the options community.
  oOn March 18, CBOE and C2 launched trading in "mini-options" that are
    one-tenth the size of standard options on five popular stocks/exchange
    traded funds - Apple (AAPL), Amazon (AMZN), Google (GOOG), the SPDR Gold
    Trust ETF (GLD), and the SPDR S&P 500 ETF Trust (SPY).
  oOn March 14, in light of a number of rulings by the court in CBOE's favor,
    International Securities Exchange (ISE) conceded to an adverse judgment in
    its suit against CBOE for alleged infringement of ISE's patent relating to
    an "automated exchange." ISE has filed its notice of appeal with the
    Federal Circuit.
  oOn March 13, CBOE and S&P Dow Jones Indices announced that they amended
    their license agreement, extending CBOE's exclusive rights to use the S&P
    500 and the S&P 100 to create exchange-traded standardized options on
    those indexes and on other derivative indexes published by S&P Dow Jones
    Indices. The exclusive license for the S&P 500 extends through 2032, with
    non-exclusive rights through 2033.
  oOn March 8, Russell Indexes, CBOE Holdings and NYSE Euronext announced
    that Russell Index options will be offered on a "semi-exclusive" basis
    with both groups' options exchanges.
  oIn early March, CBOE held its 29th annual Risk Management Conference in
    Carlsbad, California, which was attended by approximately 300 investment
    professionals.
  oOn January 14, CBOE affiliate, Market Data Express, launched the CBOE
    Customized Option Pricing Service (COPS). The new data service, which
    employs the market-making expertise of CBOE's liquidity-providing
    community, offers subscribers end-of-day indicative valuations for
    "customized" options such as FLexible EXchange options and certain
    over-the-counter options.

2013 Fiscal Year Financial Guidance

The company reaffirmed the following 2013 financial guidance provided in its
February 8, 2013 earnings press release:

  oCore operating expenses are expected to be in the range of $189.0 million
    to $194.0 million. Continuing stock-based compensation expense included
    in core expenses is expected to be approximately $18.0 million for the
    full year.
  oDepreciation and amortization expense is expected to be in the range of
    $37.0 million to $39.0 million.
  oCapital expenditures are expected to be in the range of $35.0 million to
    $40.0 million.
  oAdjusted effective tax rate for the full-year 2013 is expected to be in
    the range of 39.5 to 40.0 percent.

Return of Capital to Stockholders

As announced on May 1, 2013, CBOE Holdings' Board of Directors declared a
first-quarter dividend of $0.15 per share, payable June 21, 2013, to
stockholders of record on May 31, 2013.

During the first quarter of 2013, the company did not repurchase any shares of
its common stock. At March31, 2013, the company had approximately $103.3
million of availability remaining under its existing share repurchase
authorizations.

Earnings Conference Call

Executives of CBOE Holdings will host a conference call to review its first
quarter financial results today, May3, 2013, at 8:30 a.m. ET/7:30 a.m. CT.
The conference call and any accompanying slides will be publicly available via
live webcast from the Investor Relations section of the company's website at
www.cboe.com under Events & Presentations. Participants may also listen via
telephone by dialing (877) 372-0876 from the United States or Canada, or (253)
237-1167 for international callers. Telephone participants should place calls
10 minutes prior to the start of the call. The webcast will be archived on the
company's website for replay. A telephone replay of the earnings call also
will be available from approximately 11:00 a.m. CT, May 3, through 11:00 p.m.
CT, May 10, 2013, by calling (855) 859-2056 within the U.S. and Canada, or
(404) 537-3406 for international callers, using replay code 25993283.

About CBOE Holdings

CBOE Holdings, Inc. (NASDAQ: CBOE) is the holding company for Chicago Board
Options Exchange (CBOE), CBOE Futures Exchange (CFE) and other subsidiaries.
CBOE, the largest U.S. options exchange and creator of listed options,
continues to set the bar for options and volatility trading through product
innovation, trading technology and investor education. CBOE Holdings offers
equity, index and ETP options, including proprietary products, such as S&P 500
options (SPX), the most active U.S. index option, and options and futures on
the CBOE Volatility Index (the VIX Index). Other products engineered by CBOE
include equity options, security index options, LEAPS options, FLEX options,
and benchmark products such as the CBOE S&P 500 BuyWrite Index (BXM). CBOE
Holdings is home to the world-renowned Options Institute and www.cboe.com, the
go-to place for options and volatility trading resources. CBOE is regulated by
the Securities and Exchange Commission (SEC), with all trades cleared by the
OCC.

Forward-Looking Statements

This press release may contain forward-looking statements, within the meaning
of the Private Securities Litigation Reform Act of 1995. Forward-looking
statements are those statements that reflect our expectations, assumptions or
projections about the future and involve a number of risks and uncertainties.
These statements are only predictions based on our current expectations and
projections about future events. There are important factors that could cause
actual results to differ materially from that expressed or implied by the
forward-looking statements, including: the loss of our right to exclusively
list certain index option products; increasing price competition in our
industry; compliance with legal and regulatory obligations; our ability to
operate our business, monitor and maintain our systems or program them so that
they operate correctly, including in response to increases in trading volume
and order transaction traffic; decreases in the amount of trading volumes or a
shift in the mix of products traded on our exchanges; legislative or
regulatory changes; increasing competition by foreign and domestic entities;
economic, political and market conditions; our ability to operate our business
without violating the intellectual property rights of others and the costs
associated with protecting our intellectual property rights; our ability to
maintain access fee revenues; our ability to protect our systems and
communication networks from security risks, including cyber-attacks; our
ability to attract and retain skilled management and other personnel; our
ability to maintain our growth effectively; our dependence on third party
service providers; and the ability of our compliance and risk management
methods to effectively monitor and manage our risks.

More detailed information about factors that may affect our performance may be
found in our filings with the SEC, including in our Annual Report on Form 10-K
for the year ended December 31, 2012 and other filings made from time to time
with the SEC.

The condensed consolidated statements of income, balance sheets and statements
of cash flows are unaudited and subject to reclassification.

CBOE-F

Trademarks:

CBOE^®, Chicago Board Options Exchange^®, CFE^®, FLEX^®, FLexible EXchange^®,
LEAPS^®, ^ CBOE Volatility Index^® ^ and VIX^® ^ are registered trademarks
and BuyWrite^SM, BXM^SM, CBOE Futures Exchange^SM, COPS^SM, Execute
Success^SM, SPX^SM and The Options Institute^SM are service marks of Chicago
Board Options Exchange, Incorporated (CBOE). C2^SM and C2 Options Exchange^SM
are service marks of C2 Options Exchange, Incorporated (C2). Standard &
Poor's^®, S&P^®, S&P 100^®, and S&P 500^® are registered trademarks of
Standard & Poor's Financial Services LLC and have been licensed for use by
CBOE, C2 and CFE. All other trademarks and service marks are the property of
their respective owners.



CBOE Holdings, Inc.
Selected Quarterly Operating Statistics
Average Daily Volume by Product (in thousands)
                                       1Q 2013 4Q 2012 3Q 2012 2Q 2012 1Q 2012
PRODUCT:
Equities                              1,604   1,617   1,964   2,007   2,320
Indexes                               1,501   1,294   1,150   1,252   1,174
Exchange-traded products              1,107   1,091   1,124   1,451   1,321
 Total Options Average Daily Volume 4,212   4,002   4,238   4,710   4,815
Futures                                154     123     99      93      67
Total Average Daily Volume             4,366   4,125   4,337   4,803   4,882



Mix of Trading Volume by Product
                          1Q 2013  4Q 2012  3Q 2012  2Q 2012  1Q 2012
PRODUCT:
Equities                 36.7%    39.2%    45.3%    41.8%    47.5%
Indexes                  34.4%    31.4%    26.5%    26.1%    24.0%
Exchange-traded products 25.4%    26.4%    25.9%    30.2%    27.1%
Futures                   3.5%     3.0%     2.3%     1.9%     1.4%
 Total                  100.0%   100.0%   100.0%   100.0%   100.0%



Average Revenue Per Contract by Product
                                       1Q 2013 4Q 2012 3Q 2012 2Q 2012 1Q 2012
Trading Days                           60      62      63      63      62
PRODUCT:
Equities                              $0.140  $0.134  $0.118  $0.123  $0.110
Indexes                               0.671   0.670   0.682   0.677   0.658
Exchange-traded products              0.155   0.186   0.177   0.180   0.171
 Total Options Average Revenue Per   0.333   0.322   0.287   0.288   0.261
Contract
Futures                                1.618   1.442   1.606   1.607   1.697
Total Average Revenue Per Contract     $0.378  $0.355  $0.317  $0.314  $0.280



Transaction Fees by Product (in thousands)
                             1Q 2013   4Q 2012   3Q 2012   2Q 2012   1Q 2012
PRODUCT:
Equities                    $ 13,509 $ 13,472 $ 14,645 $ 15,617 $ 15,894
Indexes                     60,379    53,764    49,385    53,383    47,907
Exchange-traded products    10,296    12,552    12,561    16,429    14,036
 Total Options            $ 84,184 $ 79,788 $ 76,591 $ 85,429 $ 77,837
Transaction Fees
Futures                      14,961    11,017    10,030    9,456     6,998
 Total Transaction Fees    $ 99,145 $ 90,805 $ 86,621 $ 94,885 $ 84,835

Non-GAAP Information

In addition to disclosing results determined in accordance with GAAP, CBOE
Holdings has disclosed certain non-GAAP measures of operating performance.
These measures are not in accordance with, or a substitute for, GAAP, and may
be different from or inconsistent with non-GAAP financial measures used by
other companies. The non-GAAP measures provided in this press release include
core operating expenses, adjusted operating expenses, adjusted operating
income, adjusted operating margin, adjusted net income, adjusted net income
allocated to common stockholders and adjusted diluted earnings per share.

Management believes that the non-GAAP financial measures presented in this
press release, including adjusted net income and core operating expenses,
provide useful and comparative information to assess trends in our core
operations and a means to evaluate period-to-period comparisons. Non-GAAP
financial measures disclosed by management, including adjusted diluted EPS,
are provided as additional information to investors in order to provide them
with an alternative method for assessing our financial condition and operating
results.

The table below shows core operating expenses, which is the company's
operating expenses after excluding (i) volume-based expenses, (ii)
depreciation and amortization expense, (iii) accelerated stock-based
compensation expense and (iv) other unusual or one-time expenses.

                                                  Three Months Ended March 31,
(in thousands)                                    2013           2012
Total Operating Expenses                          $ 73,275      $ 63,977
Less:
Depreciation and amortization                     8,282          8,320
Accelerated stock-based compensation expense      3,180          194
Volume-based expenses:
Royalty fees                                      13,169         11,191
Trading volume incentives                         1,013          2,649
Core Operating Expenses (non-GAAP):               $ 47,631      $ 41,623
Less: Continuing stock-based compensation         3,559          2,745
expense
Core Operating Expenses Excluding Continuing      $ 44,072      $ 38,878
Stock-Based Compensation (non-GAAP)
Detail of Core Operating Expenses (non-GAAP)
Employee costs                                    $ 27,657      $ 25,096
Data processing                                   4,516          4,899
Outside services                                  11,035         7,170
Travel and promotional expenses                   2,064          2,167
Facilities costs                                  1,253          1,303
Other expenses                                    1,106          988
Total                                             $ 47,631      $ 41,623

The table below shows the reconciliation of each financial measure from GAAP
to non-GAAP. The non-GAAP financial measures exclude the impact of those
items detailed in the footnotes below and are referred to as adjusted
financial measures.

(in thousands,                                                      Three months ended March 31,
except per     Three months ended March 31, 2013                    2012
share amounts)
                                                                              Items
                         Items Impacting Results                              Impacting
                                                                              Results
                                                       After                             After
               Reported  Operating  Other              Considering  Reported  Operating  Considering
               (GAAP)    Expenses^1 Income/(Expense)^2 Items        (GAAP)    Expenses^3 Items
                                                       (non-GAAP)                        (non-GAAP)
Total
Operating      $ 142,705                               $   142,705  $ 121,392            $   121,392
Revenues
Total
Operating      73,275    (3,180)                           70,095   63,977    (194)          63,783
Expenses
Operating      69,430    3,180                             72,610   57,415    194            57,609
Income
Operating                                                                                   
Margin         48.7%                                                47.3%
                                                           50.9%                             47.5%
Total Other                                                                                 
Income         (721)                           245                  (453)
/(Expense)                                                 (476)                             (453)
Income Before  68,709    3,180                 245         72,134   56,962    194            57,156
Income Taxes
Income Tax     26,336    1,219                 92          27,647   23,545    80             23,625
Provision
Effective                                                                                   
Income Tax     38.3%                                                41.3%
Rate                                                       38.3%                             41.3%
Net Income     $ 42,373  $  1,961   $          153     $   44,487   $ 33,417  $    114   $   33,531
Net Income                                                                                 
Allocated to   (584)     (27)                                       (554)     (2)
Participating                                  (2)         (613)                             (556)
Securities
Net Income
Allocated to   $ 41,789  $  1,934   $          151     $   43,874   $ 32,863  $    112   $   32,975
Common
Stockholders
Diluted Net
Income per
Share          $ 0.48    $  0.02    $          —       $   0.50     $ 0.37    $    —     $   0.37
Allocated to
Common
Stockholders

NOTES: Amounts may not foot due to rounding.

   In the first quarter of 2013, the company accelerated the recognition of
1) stock-based compensation expense to recognize the full value of stock
   grants awarded to certain executives due to provisions contained in their
   employment arrangements.
2) In the first quarter of 2013, the company recorded an impairment for an
   investment in affiliate.
   In the first quarter of 2012, the company accelerated the recognition of
3) stock-based compensation expense to recognize the remaining fair value of
   stock grants awarded to two board members who left the Board.

CBOE Holdings, Inc. and Subsidiaries
Condensed Consolidated Statements of Income (Unaudited)
Three months ended March 31, 2013 and 2012
                                                  Three Months Ended March 31,
(in thousands, except per share amounts)          2013             2012
Operating Revenues:
Transaction fees                                  $   99,145       $  84,835
Access fees                                       15,654           15,980
Exchange services and other fees                  9,088            7,449
Market data fees                                  5,537            6,373
Regulatory fees                                   9,700            4,696
Other revenue                                     3,581            2,059
Total Operating Revenues                          142,705          121,392
Operating Expenses:
Employee costs                                    30,837           25,290
Depreciation and amortization                     8,282            8,320
Data processing                                   4,516            4,899
Outside services                                  11,035           7,170
Royalty fees                                      13,169           11,191
Trading volume incentives                         1,013            2,649
Travel and promotional expenses                   2,064            2,167
Facilities costs                                  1,253            1,303
Other expenses                                    1,106            988
Total Operating Expenses                          73,275           63,977
Operating Income                                  69,430           57,415
Other Income / (Expense):
Investment income                                 4                23
Net loss from investment in affiliates            (725)            (476)
Total Other Expense                               (721)            (453)
Income Before Income Taxes                        68,709           56,962
Income Tax Provision                              26,336           23,545
Net Income                                        42,373           33,417
Net Income allocated to participating             (584)            (554)
securities
Net Income allocated to common stockholders       $   41,789       $  32,863
Net income per share allocated to common
stockholders
Basic                                             $   0.48         $  0.37
Diluted                                           0.48             0.37
Weighted average shares used in computing
income per share:
Basic                                             87,272           88,146
Diluted                                           87,272           88,146

CBOE Holdings, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets (Unaudited)
March 31, 2013 and December 31, 2012
(in thousands, except share amounts)          March31, 2013 December31, 2012
Assets
Current Assets:
Cash and cash equivalents                     $   210,486    $    135,597
Accounts receivable—net allowances of $353    51,136         45,666
and $340
Marketing fee receivable                      6,251          5,216
Income taxes receivable                       481            11,717
Other prepaid expenses                        6,335          4,146
Other current assets                          735            567
Total Current Assets                          275,424        202,909
Investments in Affiliates                     14,221         14,270
Land                                          4,914          4,914
Property and Equipment:
Construction in progress                      89             89
Building                                      62,596         62,442
Furniture and equipment                       266,120        263,155
Less accumulated depreciation and             (256,528)      (251,642)
amortization
Total Property and Equipment—Net              72,277         74,044
Other Assets:
Software development work in progress         5,204          4,370
Data processing software and other assets
(less accumulated amortization of $137,093    37,585         38,351
and $133,862)
Total Other Assets—Net                        42,789         42,721
Total                                         $   409,625    $    338,858
Liabilities and Stockholders' Equity
Current Liabilities:
Accounts payable and accrued expenses         $   43,168     $    45,148
Marketing fee payable                         6,842          5,808
Deferred revenue                              23,780         1,084
Post-retirement medical benefits              90             110
Income taxes payable                          11,872         —
Total Current Liabilities                     85,752         52,150
Long-term Liabilities:
Post-retirement medical benefits              2,174          1,794
Income taxes liability                        22,708         20,857
Other long-term liabilities                   3,924          3,946
Deferred income taxes                         20,341         20,989
Total Long-term Liabilities                   49,147         47,586
Total Liabilities                             134,899        99,736
Commitments and Contingencies
Stockholders' Equity
Preferred stock, $0.01 par value:
20,000,000shares authorized, no shares       —              —
issued and outstanding at March31, 2013 or
December31, 2012
Unrestricted common stock, $0.01 par value:
325,000,000shares authorized; 91,270,509
issued and 87,271,829outstanding at March    913            913
31, 2013; 91,270,274 issued and 87,271,683
outstanding at December31, 2012
Additional paid-in-capital                    74,551         67,812
Retained Earnings                             304,567        275,491
Treasury Stock, at cost: 3,998,680 shares at  (104,204)      (104,201)
March 31, 2013
Accumulated other comprehensive loss          (1,101)        (893)
Total Stockholders' Equity                    274,726        239,122
Total                                         $   409,625    $    338,858

CBOE Holdings, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(Unaudited)
Three months ended March 31, 2013 and 2012
                                                  Three Months Ended March 31,
(in thousands)                                    2013            2012
Cash Flows from Operating Activities:
Net Income                                        $   42,373      $  33,417
Adjustments to reconcile net income to
net cash flows from operating activities:
Depreciation and amortization                     8,282           8,320
Other amortization                                29              22
Provision for deferred income taxes               (515)           (1,152)
Stock-based compensation                          6,739           2,939
Loss on disposition of property                   1               —
Loss on investment in affiliates                  480             476
Impairment of investment in affiliates and other  245             —
assets
Net change in assets and liabilities              37,663          19,321
Net Cash Flows provided by Operating Activities   95,297          63,343
Cash Flows from Investing Activities:
Capital and other asset expenditures              (6,440)         (7,869)
Investment in affiliates                          (676)           (394)
Proceeds from disposition of property             8               —
Net Cash Flows used in Investing Activities       (7,108)         (8,263)
Cash Flows from Financing Activities:
Payment of quarterly dividends                    (13,297)        (10,745)
Purchase of unrestricted stock from employees     (3)             (1)
Purchase of unrestricted stock under repurchase   —               (30,641)
program
Net Cash Flows used in Financing Activities       (13,300)        (41,387)
Net Increase in Cash and Cash Equivalents         74,889          13,693
Cash and Cash Equivalents at Beginning of Period  $   135,597     $  134,936
Cash and Cash Equivalents at End of Period        $   210,486     $  148,629
Supplemental Disclosure of Cash Flow Information
Cash paid for income taxes                        $   1,910       $  67
Non-cash activities:
Unpaid liability to acquire equipment and         $   907         $  2,453
software





SOURCE CBOE Holdings, Inc.

Contact: CBOE Media, Gail Osten, +1-312-786-7123, osten@cboe.com, Gary
Compton, +1-312-786-7612, comptong@cboe.com, Analyst, Debbie Koopman,
+1-312-786-7136, koopman@cboe.com
 
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