CHICAGO, July 29, 2016 /PRNewswire/ -- CBOE Holdings, Inc. (NASDAQ: CBOE) today reported net income allocated to common stockholders of $50.7 million, or $0.62 per diluted share, for the second quarter of 2016, compared with $44.6 million, or $0.54 per diluted share, up 14 percent and 15 percent, respectively, over the second quarter of 2015. Adjusted net income allocated to common stockholders was $48.7 million, or $0.60 per share, up 9 percent and 11 percent, respectively, over the second quarter of 2015. Operating revenue for the quarter was $163.3 million, up 10 percent compared with $148.7 million in the second quarter of 2015.

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Financial results presented on an adjusted basis for the second quarter of 2016 exclude certain items that management believes are not indicative of the company's core operating performance, which are detailed in the reconciliation of non-GAAP results.

"Our strong financial results were largely fueled by robust trading in options on the S&P 500 Index (SPX) and futures and options on the CBOE Volatility Index (VIX). The VIX Index and SPX are widely viewed as proxies for worldwide volatility and the global stock market, respectively. Investors worldwide turned to CBOE's marketplace in the face of increased market uncertainty leading up to and in the aftermath of the Brexit referendum. We look forward to further advancing our strategic growth initiatives as our team continues to execute on our four-point strategy: to develop unique products, expand our customer base, form strategic alliances that leverage our core business, and define and lead the options and volatility space globally," said Edward T. Tilly, CBOE Holdings' Chief Executive Officer.

"We are pleased to report another strong quarter," said Alan J. Dean, CBOE Holdings' Executive Vice President and Chief Financial Officer. "Our financial strength and capital position have allowed us to continue to invest in our business while returning capital to shareholders, which includes growing our quarterly dividend rate. Yesterday, we announced that our Board increased our quarterly cash dividend for the sixth consecutive year, raising the third-quarter dividend to $0.25 per share from $0.23 per share, a 9 percent increase. This action reflects our commitment to consistently deliver value to our shareholders."

((1)) A full reconciliation of our non-GAAP results to our GAAP results for the 2016 and 2015 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 three- and six-month periods ended June 30, 2016 and 2015. 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
     amounts, revenue
     per contract and
     trading days)     2Q 2016   2Q 2015   Y/Y      YTD     YTD         Y/Y
                                          Change       2016   2015       Change
    ---                                   ------       ----   ----       ------

    Key Statistics:
    ---------------

    Total Trading Days        64                 63                           125                 124
    ------------------       ---                ---                           ---                 ---

    Average Daily
     Volume (options
     and futures)           4.55               4.38              4%                4.66                4.57              2%
    ----------------        ----               ----             ---                 ----                ----             ---

    Total Trading
     Volume (options
     and futures)          291.2              275.9              6%               582.5               566.6              3%
    ----------------       -----              -----             ---                -----               -----             ---

    Average Revenue
     Per Contract                  $0.405                   $0.368                  10%                        $0.405                   $0.354  14%
    ---------------                ------                   ------                  ---                         ------                   ------  ---

    GAAP Financial
     Highlights:
    --------------

    Total Operating
     Revenues                      $163.3                   $148.7                  10%                        $325.7                   $291.5  12%
    ---------------                ------                   ------                  ---                         ------                   ------  ---

    Total Operating
     Expenses               85.3               75.3             13%               168.2               148.6             13%
    ---------------         ----               ----             ---                -----               -----             ---

    Operating Income        78.0               73.4              6%               157.5               142.9             10%
    ----------------        ----               ----             ---                -----               -----             ---

    Operating Margin %   47.7%             49.3%                  (160) bps              48.4%            49.0%              (60) bps
    -----------------       ----               ----                   ---------               ----              ----               --------

    Net Income                      $50.9                    $44.8                  14%                        $100.1                    $87.1  15%
    ----------                      -----                    -----                  ---                         ------                    -----  ---

    Net Income
     Allocated to
     Common
     Stockholders                   $50.7                    $44.6                  14%                         $99.7                    $86.7  15%
    -------------                   -----                    -----                  ---                          -----                    -----  ---

    Diluted EPS                     $0.62                    $0.54                  15%                         $1.22                    $1.04  17%
    -----------                     -----                    -----                  ---                          -----                    -----  ---

    Weighted Average
     Shares
     Outstanding            81.3               83.3            (2%)                81.6                83.6            (2%)
    ----------------        ----               ----             ---                 ----                ----             ---

    Adjusted Financial
     Highlights (1):
    ------------------

    Total Operating
     Expenses                       $83.8                    $75.3                  11%                        $165.6                   $148.6  11%
    ---------------                 -----                    -----                  ---                         ------                   ------  ---

    Operating Income        79.5               73.4              8%               160.1               142.9             12%
    ----------------        ----               ----             ---                -----               -----             ---

    Operating Margin %   48.7%             49.3%                   (60) bps              49.2%            49.0%                20 bps
    -----------------       ----               ----                    --------               ----              ----                 ------

    Net Income
     Allocated to
     Common
     Stockholders                   $48.7                    $44.6                   9%                         $98.6                    $86.9  13%
    -------------                   -----                    -----                  ---                          -----                    -----  ---

    Diluted EPS                     $0.60                    $0.54                  11%                         $1.21                    $1.04  16%
    -----------                     -----                    -----                  ---                          -----                    -----  ---



    (1)                 A full reconciliation of our non-
                        GAAP results to our GAAP results
                        for the 2016 and 2015 reporting
                        periods is included in the
                        attached tables. See "Non-GAAP
                        Information" in the accompanying
                        financial tables.

Operating Revenue

The company reported operating revenue of $163.3 million in the second quarter of 2016, an increase of $14.6 million, or 10 percent, from $148.7 million in the second quarter of 2015, primarily driven by increases of $16.3 million in transaction fees and $1.6 million in exchange services and other fees, offset somewhat by a $4.2 million decrease in other revenue.

Transaction fees rose 16 percent in the quarter, the result of a 10 percent increase in average revenue per contract (RPC) and a 6 percent increase in total trading volume versus the second quarter of 2015. Total trading volume in the second quarter was 291.2 million contracts, or 4.55 million contracts per day, compared with volume of 275.9 million contracts, or 4.38 million contracts per day, in last year's second quarter. Trading volume in the company's higher-margin index options and futures contracts rose 22 percent in the quarter while lower-margin, multiply-listed options declined 4 percent versus the second quarter of 2015. The RPC in the second quarter of 2016 was $0.405 compared with $0.368 in the second quarter of 2015.

The higher RPC primarily reflects a favorable shift in the mix of products traded, with a higher proportion of volume coming from index options and futures contracts, which generate the highest RPC. These product categories accounted for 42.9 percent of trading volume in the second quarter of 2016, compared with 37.2 percent in the second quarter of 2015.

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

Operating Expenses

Total operating expenses were $85.3 million for the second quarter of 2016, up $10.0 million or 13 percent, compared with $75.3 million for the same period in 2015, primarily due to increases in compensation and benefits, royalty fees, professional fees and outside services and depreciation and amortization. Total adjusted operating expenses, which exclude accelerated stock-based compensation, acquisition-related expenses and other unusual items were $83.8 million, up $8.5 million or 11 percent, compared with $75.3 million for the second quarter of 2015.

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 $52.7 million for the second quarter of 2016, up $6.0 million or 13 percent, compared with last year's second quarter. The increase in core operating expenses primarily reflects increases of $3.5 million in compensation and benefits and $1.8 million in professional fees and outside services. The increase in compensation and benefits was largely driven by higher expenses for salaries and incentive compensation, which is aligned with the company's financial performance. The increase in professional fees and outside services primarily reflects higher legal and contract services.

Volume-based expenses, which include royalty fees and order routing fees, were $19.2 million in the second quarter of 2016, an increase of $1.8 million or 11 percent, compared with the same period last year. This increase was driven by higher royalty fees of $2.5 million and a favorable variance of $0.7 million in order routing fees. The increase in royalty fees resulted from higher trading volume in licensed index and futures products, which rose 22 percent over last year's second quarter.

Operating Margin

The company's operating margin was 47.7 percent for the second quarter of 2016, down 160 basis points compared with 49.3 percent in last year's second quarter. The adjusted operating margin was 48.7 percent for the quarter, down 60 basis points compared with 49.3 percent for the second quarter of 2015.

Effective Tax Rate

The company reported an effective tax rate of 39.2 percent for the second quarter of 2016 compared with 39.1 percent in last year's second quarter. Year to date, the company's effective tax rate is 39.1 percent, in line with its guidance range for the full-year 2016 of 38.5 percent to 39.5 percent.

Operational Highlights and Recent Developments


    --  On July 11, CBOE announced that it plans to list SPX Monday-expiring
        Weeklys(SM) options, beginning August 15, 2016, pending regulatory
        approval. With the expected introduction of SPX "Monday Weeklys," CBOE
        will now offer SPX options with Monday, Wednesday and Friday weekly
        expirations.
    --  On July 6, CBOE announced that it has created a series of 13 "Enhanced
        Growth Indexes," the second in a family of options-based strategy
        performance benchmarks designed to target the outcomes of specific
        investment strategies. The CBOE S&P 500(® )Enhanced Growth Indexes
        measure the performance of a hypothetical portfolio of SPX FLexible
        EXchange(®) (FLEX(®)) options designed to provide targeted annual
        returns. CBOE began disseminating daily values for the new benchmarks on
        June 24, 2016.
    --  On July 1, the company opened its first international business
        development office in London, enabling CBOE to increase its presence in
        the region and allow its business development team to more directly
        engage with European-based clients and potential new customers, as well
        as the exchange's strategic partners.
    --  On June 24, record volume was set in VIX(® )futures traded at CFE in
        non-U.S. trading hours with 235,141 contracts changing hands, surpassing
        the previous single-day record of 140,811 contracts set during the
        overnight session on August 24, 2015. For the month of June, VIX futures
        volume in non-U.S. trading hours set a new high with ADV of 41,468
        contracts, topping the previous record of 34,234 contracts from January
        2016.
    --  On June 14, CBOE announced that it has entered into an exclusive
        licensing agreement with Social Market Analytics (SMA) to develop a
        series of sentiment-based strategy benchmark indexes based on SMA's
        social media metrics.
    --  On May 23, CBOE Holdings announced that it made a minority equity
        investment in Eris Exchange Holdings, LLC, a U.S.-based futures exchange
        group offering swap futures as a capital-efficient alternative to
        over-the-counter swaps.
    --  On April 28, CBOE announced that it launched a new website, CBOE Livevol
        Data Shop, which offers clients a full suite of uniquely customizable
        market data sets.
    --  On April 15, CBOE started overnight dissemination of the VIX Index. 
        Values for the VIX Index are published approximately every 15 seconds
        starting at 2:15 a.m. during CBOE's extended trading hours session for
        VIX and SPX options, which runs from 2:00 a.m. to 8:15 a.m. CT.

2016 Fiscal Year Financial Guidance

The company reaffirmed its financial guidance for the 2016 fiscal year as follows:


    --  Core operating expenses for the 2016 fiscal year are expected to be in
        the range of $211.0 million to $215.0 million.((2))
    --  Continuing stock-based compensation expense included in core expenses is
        expected to be approximately $13.5 million for the full year.
    --  The company expects to recognize accelerated stock-based compensation
        expense, on a quarterly basis, totaling approximately $1.0 million for
        the full year.  This expense is reported in compensation and benefits
        and included in the company's non-GAAP reconciliation as an adjusted
        financial measure.
    --  Capital expenditures are expected to be in the range of $47.0 million to
        $49.0 million.
    --  Depreciation and amortization expense is expected to be in the range of
        $46.0 million to $48.0 million.
    --  The effective tax rate for full-year 2016 is expected to be in the range
        of 38.5 percent to 39.5 percent.  Significant changes in trading volume,
        expenses, state and local tax rates and other items, including ongoing
        state and federal tax audits and unusual items, could materially impact
        this expectation.

((2) )Specific quantifications of the amounts that would be required to reconcile the company's core operating expenses guidance are not available. The company believes that there is a degree of volatility with respect to certain of its GAAP measures, primarily related to volume-based expenses, which include royalty fees and order routing fees, the items that would be required to reconcile to GAAP operating expenses, which preclude the company from providing accurate guidance on certain forward-looking GAAP to non-GAAP reconciliations. The company believes that providing estimates of the amounts that would be required to reconcile the range of the company's core operating expenses would imply a degree of precision that would be confusing or misleading to investors for the reasons identified above.

Return of Capital to Stockholders

As announced on July 28, 2016, CBOE Holdings' Board of Directors declared a dividend for the third quarter of 2016, increasing the dividend payment by 9 percent to $0.25 per share from $0.23 per share in the prior quarter. The dividend is payable September 16, 2016, to stockholders of record as of September 2, 2016.

During the second quarter of 2016, the company repurchased 280,900 shares of its common stock under its share repurchase program at an average price of $64.39 per share, for an aggregate purchase price of $18.1 million. Year to date, the company has repurchased 947,786 shares at an average price of $63.83 per share, for an aggregate purchase price of $60.5 million.

Since the inception of its share repurchase program in 2011 through June 30, 2016, the company has repurchased 10,947,401 shares of its common stock at an average price of $45.95 per share, for a total of $503.0 million.

As of June 30, 2016, the company had approximately $97.0 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 second-quarter financial results today, July 29, 2016, 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) 255-4313 from the United States, (866) 450-4696 from Canada or (412) 317-5466 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, July 29, 2016, through 11:00 p.m. CT, August 5, 2016, by calling (877) 344-7529 from the U.S., (855) 669-9658 from Canada or (412) 317-0088 for international callers, using replay code 10088000.

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 options and futures on the CBOE Volatility Index (VIX Index) and S&P 500 options (SPX), the most active U.S. index option. Other products engineered by CBOE include equity options, security index options, Weeklys 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, Livevol options analytics and data tools, and www.cboe.com, the go-to place for options and volatility trading resources.

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. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. There are important factors that could cause actual results, level of activity, performance or achievements to differ materially from that expressed or implied by the forward-looking statements, including: the loss of our right to exclusively list and trade certain index options and futures products; economic, political and market conditions; compliance with legal and regulatory obligations, including our obligations under agreements with regulatory agencies; increasing price competition in our industry; decreases in 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; our dependence on third party service providers; our index providers' ability to perform under our agreements; 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 accommodate trading volume and transaction traffic, including significant increases, without failure or degradation of performance of our systems; our ability to protect our systems and communication networks from security risks, including cyber-attacks; the accuracy of our estimates and expectations; our ability to maintain access fee revenues; our ability to meet our compliance obligations, including managing potential conflicts between our regulatory responsibilities and our for-profit status; the ability of our compliance and risk management methods to effectively monitor and manage our risks; our ability to attract and retain skilled management and other personnel; and our ability to manage our growth and strategic acquisitions or alliances effectively.

More detailed information about factors that may affect our performance may be found in our filings with the U.S. Securities and Exchange Commission, including in our Annual Report on Form 10-K for the year ended December 31, 2015 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 Media Contacts:                   Analyst Contact:

    Suzanne Cosgrove     Gary Compton      Debbie Koopman

    (312) 786-7123       (312) 786-7612    (312) 786-7136

    cosgrove@cboe.com    comptong@cboe.com koopman@cboe.com
    -----------------    ----------------- ----------------

CBOE-F

Trademarks:

CBOE(®), Chicago Board Options Exchange(®), CBOE Volatility Index(®), CFE(®), Livevol(®), FLEX(®), FLexible EXchange(®), and VIX(®) are registered trademarks and BuyWrite(SM), BXM(SM), CBOE Futures Exchange(SM), The Options Institute(SM), and Weeklys(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(®) 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)


                 2Q 2016   1Q 2016   4Q 2015   3Q 2015   2Q 2015
                 -------   -------   -------   -------   -------

    PRODUCT:
    --------

     Equities      1,363                1,449                1,435 1,476 1,530
     --------      -----                -----                ----- ----- -----

     Indexes       1,691                1,811                1,547 2,076 1,445
     -------       -----                -----                ----- ----- -----

      Exchange-
      traded
      products     1,239                1,298                1,075 1,432 1,221
      ---------    -----                -----                ----- ----- -----

        Total
         Options
         Average
         Daily
         Volume    4,293                4,558                4,057 4,984 4,196
        --------   -----                -----                ----- ----- -----

     Futures         258                  216                  188   261   183
     -------         ---                  ---                  ---   ---   ---

       Total
        Average
        Daily
        Volume     4,551                4,774                4,245 5,245 4,379
       --------    -----                -----                ----- ----- -----


                             Mix of Trading Volume by Product


                2Q 2016  1Q 2016     4Q 2015      3Q 2015     2Q 2015
                -------  -------     -------      -------     -------

    PRODUCT:
    --------

     Equities      29.9%                30.4%                    33.8%    28.1%     34.9%
     --------       ----                  ----                      ----      ----       ----

     Indexes       37.2%                37.9%                    36.5%    39.6%     33.0%
     -------        ----                  ----                      ----      ----       ----

      Exchange-
      traded
      products     27.2%                27.2%                    25.3%    27.3%     27.9%
      ---------     ----                  ----                      ----      ----       ----

     Futures        5.7%                 4.5%                     4.4%     5.0%      4.2%
     -------         ---                   ---                       ---       ---        ---

       Total      100.0%               100.0%                   100.0%   100.0%    100.0%
       -----       -----                 -----                     -----     -----      -----


                                Average Revenue Per Contract by Product


                     2Q 2016                1Q 2016                4Q 2015        3Q 2015        2Q 2015
                     -------                -------                -------        -------        -------

    Trading Days                64                      61                     64             64             63
    ------------               ---                     ---                    ---            ---            ---

    PRODUCT:
    --------

     Equities               $0.070                  $0.085                 $0.097         $0.106         $0.093
     --------               ------                  ------                 ------         ------         ------

     Indexes                 0.701                   0.720                  0.726          0.709          0.697
     -------                 -----                   -----                  -----          -----          -----

     Exchange-
      traded
      products               0.103                   0.117                  0.143          0.143          0.117
     ---------               -----                   -----                  -----          -----          -----

       Total Options
        Average
        Revenue Per
        Contract             0.328                   0.346                  0.349          0.368          0.308
       -------------         -----                   -----                  -----          -----          -----

     Futures                 1.682                   1.643                  1.686          1.647          1.758
     -------                 -----                   -----                  -----          -----          -----

       Total Average
        Revenue Per
        Contract            $0.405                  $0.405                 $0.408         $0.431         $0.368
       -------------        ------                  ------                 ------         ------         ------


                                                    Transaction Fees by Product (in thousands)


                          2Q 2016  1Q 2016  4Q 2015    3Q 2015     2Q 2015
                          -------  -------  -------    -------     -------

    PRODUCT:
    --------

     Equities                        $6,146                           $7,505                           $8,866         $10,036   $8,942
     --------                        ------                           ------                           ------         -------   ------

     Indexes                75,861            79,551                   71,891                 94,192          63,441
     -------                ------            ------                   ------                 ------          ------

     Exchange-traded
      products               8,140             9,263                    9,839                 13,089           8,966
     ---------------         -----             -----                    -----                 ------           -----

        Total Options
         Transaction Fees           $90,147                          $96,319                          $90,596        $117,317  $81,349
        -----------------           -------                          -------                          -------        --------  -------

     Futures                27,786            21,685                   20,257                 27,506          20,268
     -------                ------            ------                   ------                 ------          ------

       Total Transaction
        Fees                       $117,933                         $118,004                         $110,853        $144,823 $101,617
       -----------------           --------                         --------                         --------        -------- --------


    CBOE Holdings, Inc. and Subsidiaries

    Condensed Consolidated Statements of Income (Unaudited)

    Three and Six Months Ended June 30, 2016 and 2015


                                                                 Three Months Ended June 30,               Six Months Ended June 30,
                                                                 ---------------------------               -------------------------

    (in thousands, except per share
     amounts)                                                  2016                           2015      2016                   2015
    -------------------------------                            ----                           ----      ----                   ----


    Operating Revenues:

    Transaction fees                                                   $117,934                      $101,617                        $235,937  $200,340

    Access fees                                              13,179                           13,371                26,429              27,057

    Exchange services and other fees                         11,359                            9,736                22,750              19,464

    Market data fees                                          8,172                            7,557                16,141              15,569

    Regulatory fees                                           9,219                            8,746                18,319              17,128

    Other revenue                                             3,466                            7,698                 6,083              12,006
    -------------                                             -----                            -----                 -----              ------

    Total Operating Revenues                                163,329                          148,725               325,659             291,564
    ------------------------                                -------                          -------               -------             -------


    Operating Expenses:

    Compensation and benefits                                28,530                           24,136                55,636              49,574

    Depreciation and amortization                            12,260                           11,275                24,111              21,677

    Technology support services                               5,658                            4,813                11,336              10,138

    Professional fees and outside
     services                                                14,745                           12,594                28,376              24,544

    Royalty fees                                             19,336                           16,755                38,450              30,905

    Order routing                                              (83)                             627                    21               1,414

    Travel and promotional expenses                           2,492                            2,526                 5,006               5,027

    Facilities costs                                          1,418                            1,293                 2,946               2,677

    Other expenses                                            1,006                            1,336                 2,328               2,684
    --------------                                            -----                            -----                 -----               -----

    Total Operating Expenses                                 85,362                           75,355               168,210             148,640
    ------------------------                                 ------                           ------               -------             -------


    Operating Income                                         77,967                           73,370               157,449             142,924


    Other Income/(Expense):

    Investment and other income                               5,657                               59                 6,364                 110

    Net income/(loss) from
     investments                                                218                              202                   524               (125)

    Interest and other borrowing
     costs                                                     (28)                               -                 (55)                  -

    Total Other Income/(Expense)                              5,847                              261                 6,833                (15)
    ----------------------------                              -----                              ---                 -----                 ---


    Income Before Income Taxes                               83,814                           73,631               164,282             142,909
    --------------------------                               ------                           ------               -------             -------

    Income tax provision                                     32,883                           28,786                64,175              55,804

    Net Income                                               50,931                           44,845               100,107              87,105
    ----------                                               ------                           ------               -------              ------

    Net loss attributable to
     noncontrolling interests                                   299                                -                  523                   -
                                                                                                                     ---                 ---

    Net Income Excluding
     Noncontrolling Interests                                51,230                           44,845               100,630              87,105
    -------------------------                                ------                           ------               -------              ------

    Change in redemption value of
     noncontrolling interests                                 (299)                               -                (523)                  -

    Net income allocated to
     participating securities                                 (212)                           (199)                (414)              (379)
    -------------------------                                  ----                             ----                  ----                ----

    Net Income Allocated to Common
     Stockholders                                                       $50,719                       $44,646                         $99,693   $86,726
    ------------------------------                                      -------                       -------                         -------   -------


    Net Income Per Share Allocated
     to Common Stockholders:

    Basic                                                                 $0.62                         $0.54                           $1.22     $1.04

    Diluted                                                    0.62                             0.54                  1.22                1.04

    Weighted average shares used in
     computing income per share:

    Basic                                                    81,343                           83,290                81,580              83,621

    Diluted                                                  81,343                           83,290                81,580              83,621


    CBOE Holdings, Inc. and Subsidiaries

    Condensed Consolidated Balance Sheets (Unaudited)

    June 30, 2016 and December 31, 2015



    (in thousands, except share amounts)              June 30, 2016 December 31, 2015
    -----------------------------------               ------------- -----------------

    Assets

    Current Assets:

    Cash and cash equivalents                                                 $52,193            $102,253

    Accounts receivable - net of allowances                  71,129                       62,535

    Marketing fee receivable                                  7,052                        5,682

    Income taxes receivable                                  32,489                       27,901

    Other prepaid expenses                                   10,577                        5,122

    Other current assets                                        432                          625
                                                                ---                          ---

    Total Current Assets                                    173,872                      204,118
    --------------------                                    -------                      -------


    Investments                                              72,698                       48,430

    Land                                                      4,914                        4,914

    Property and Equipment:

    Total Property and Equipment-Net                         61,130                       60,360

    Goodwill and Intangible Assets-Net                       35,990                       10,033

    Total Other Assets-Net                                   58,040                       56,933

    Total                                                                    $406,644            $384,788
    -----                                                                    --------            --------


    Liabilities, Redeemable Noncontrolling
     Interests and Stockholders' Equity

    Current Liabilities:

    Accounts payable and accrued expenses                                     $54,721             $60,104

    Marketing fee payable                                     7,532                        6,141

    Deferred revenue and other liabilities                   10,876                        4,019

    Post-retirement benefit obligation -
     current                                                     54                          100

    Contingent consideration - current                        3,434                        2,000

    Income taxes payable                                         15                        1,633
    --------------------                                        ---                        -----

    Total Current Liabilities                                76,632                       73,997
    -------------------------                                ------                       ------


    Total Long-term Liabilities                              51,649                       51,146

    Total Liabilities                                       128,281                      125,143
    -----------------                                       -------                      -------


    Redeemable Noncontrolling Interests                      12,600                            -
    -----------------------------------                      ------                          ---


    Stockholders' Equity:

    Preferred stock, $0.01 par value:
     20,000,000 shares authorized, no shares
     issued and outstanding at June 30, 2016
     or December 31, 2015                                         -                           -

    Common stock, $0.01 par value:
     325,000,000 shares authorized;
     92,950,065 issued and 81,285,307
     outstanding at June 30, 2016;
     92,738,803 issued and 82,088,549
     outstanding at December 31, 2015                           929                          927

    Additional paid-in-capital                              131,851                      123,577

    Retained earnings                                       666,016                      603,597

    Treasury stock at cost - 11,664,758
     shares at June 30, 2016 and 10,650,254
     shares at December 31, 2015                          (532,249)                   (467,632)

    Accumulated other comprehensive loss                      (784)                       (824)
                                                               ----                         ----

    Total Stockholders' Equity                              265,763                      259,645
    --------------------------                              -------                      -------


    Total                                                                    $406,644            $384,788
    -----                                                                    --------            --------


    CBOE Holdings, Inc. and Subsidiaries

    Condensed Consolidated Statements of Cash Flows (Unaudited)

    Six Months Ended June 30, 2016 and 2015


                                                             Six Months Ended June 30,
                                                             -------------------------

    (in thousands)                                            2016         2015
    -------------                                             ----         ----

    Cash Flows from
     Operating Activities:

    Net income                                                        $100,107              $87,105

    Adjustments to
     reconcile net income
     to net cash flows
     from operating
     activities:

    Depreciation and
     amortization                                           24,111                   21,677

    Other amortization                                          40                       36

    Provision for deferred
     income taxes                                            (369)                     536

    Stock-based
     compensation                                            7,105                    5,801

    Loss on disposition of
     property                                                    2                      392

    Equity (gain) in
     investment                                              (524)                   (239)

    Impairment of
     investment and other
     assets                                                      -                     118

    Net change in assets
     and liabilities                                      (15,569)                 (9,601)
    --------------------                                   -------                   ------

    Net Cash Flows
     provided by Operating
     Activities                                            114,903                  105,825
    ----------------------                                 -------                  -------

    Cash Flows from
     Investing Activities:

    Capital and other
     assets expenditures                                  (25,430)                (17,636)

    Acquisition of a
     majority interest in
     a business, net of
     cash received                                        (14,257)                       -

    Interest expense on
     contingent
     consideration                                               -                       -

    Investments                                           (23,744)                (30,935)

    Other                                                    (398)                     246
    -----                                                     ----                      ---

    Net Cash Flows used in
     Investing Activities                                 (63,829)                (48,325)
    ----------------------                                 -------                  -------

    Cash Flows from
     Financing Activities:

    Payment of quarterly
     dividends                                            (37,688)                (35,288)

    Purchase of common
     stock from employees                                  (4,119)                 (3,119)

    Excess tax benefit
     from stock-based
     compensation                                            1,171                    1,246

    Purchase of common
     stock under announced
     program                                              (60,498)                (78,632)
    ----------------------

    Net Cash Flows used in
     Financing Activities                                (101,134)               (115,793)
    ----------------------                                --------                 --------


    Net Decrease in Cash
     and Cash Equivalents                                 (50,060)                (58,293)
    ---------------------                                  -------                  -------


    Cash and Cash
     Equivalents at
     Beginning of Period                                   102,253                  147,927
    --------------------                                   -------                  -------

    Cash and Cash
     Equivalents at End of
     Period                                                            $52,193              $89,634
    ----------------------                                             -------              -------


    Supplemental
     Disclosure of Cash
     Flow Information

    Cash paid for income
     taxes                                                             $67,200              $53,860

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 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 June 30,            Six Months Ended June 30,
                               ---------------------------            -------------------------

    (in thousands)                2016                    2015        2016                      2015
                                  ----                    ----        ----                      ----

    Total Operating Expenses              $85,362                            $75,355                 $168,210  $148,640

    Less:

    Depreciation and
     amortization               12,260                         11,275                    24,111         21,677

     Acquisition-related
      expenses                     300                              -                      668              -

     Compensation and benefits
      (1)                         892                              -                    1,092              -

     Assessment of computer-
      based lease taxes for
      prior period use               -                             -                      296              -

    Volume-based expenses

    Royalty fees                19,336                         16,755                    38,450         30,905

    Order routing                 (83)                           627                        21          1,414
                                   ---                            ---                       ---          -----

    Core Operating Expenses
     (non-GAAP)                           $52,657                            $46,698                 $103,572   $94,644

    Less: Continuing stock-
     based compensation
     expense                     3,472                          3,147                     6,635          5,801
                                 -----                          -----                     -----          -----

    Core Operating Expenses
     Excluding Continuing
     Stock-Based
     Compensation (non-GAAP)              $49,185                            $43,551                  $96,937   $88,843
                                          -------                            -------                  -------   -------


    Detail of Core Operating
     Expenses (non-GAAP)

    Compensation and benefits             $27,638                            $24,136                  $54,544   $49,574

    Technology support
     services                    5,658                          4,813                    11,336         10,138

    Professional fees and
     outside services           14,445                         12,594                    27,708         24,544

    Travel and promotional
     expenses                    2,492                          2,526                     5,006          5,027

    Facilities costs             1,418                          1,293                     2,946          2,677

    Other expenses               1,006                          1,336                     2,032          2,684
                                 -----                          -----                     -----          -----

            Total                         $52,657                            $46,698                 $103,572   $94,644
                                          -------                            -------                 --------   -------



    (1)              For the second quarter of 2016,
                     this amount includes $270 for
                     accelerated stock-based
                     compensation expenses and $622 in
                     additional bonus accrual
                     resulting from legal settlement
                     revenue. For the year-to-date
                     results, this amount includes
                     $470 for accelerated stock-based
                     compensation expenses and $622 in
                     additional bonus accrual
                     resulting from legal settlement
                     income.

The information 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 below and are referred to as adjusted financial measures.



                                   Three Months Ended June 30,                    Six Months Ended June 30,
                                   ---------------------------                    -------------------------

    (in thousands, except
     per share amounts)         2016                      2015        2016                    2015
    ---------------------       ----                      ----        ----                    ----


    Reconciliation of GAAP
     Net Income Allocated
     to Common Stockholders
     to Non-GAAP
    -----------------------

    GAAP net income
     allocated to common
     stockholders                        $50,719                            $44,646                          99,693           86,726

    Add: Compensation and
     benefits (1)                892                                -                      1,092                           -

    Add:  Acquisition-
     related expenses            300                                -                        668                           -

    Add:  Amortization of
     intangible assets           340                                -                        601                           -

    Add: Change in
     redemption value of
     noncontrolling
     interests                   299                                -                        523                           -

    Add:  Assessment of
     computer-based lease
     taxes for prior period
     use                           -                               -                        296                           -

    Less: Legal settlement
     (2)                    (5,500)                               -                    (5,500)                          -

    Add:  Impairment charge        -                               -                          -                        364

    Income tax expense
     related to the items
     above (3)                 1,614                                -                      1,233                       (142)

    Net income allocated to
     participating
     securities -effect on
     reconciling items            10                                -                          6                         (2)
                                 ---                              ---                        ---

    Adjusted net income
     allocated to common
     stockholders                        $48,674                            $44,646                                  $98,612          $86,946
                                         -------                            -------                                  -------          -------


    Reconciliation of GAAP
     Diluted EPS to Non-
     GAAP
    ----------------------

    GAAP diluted earnings
     per common share                      $0.62                              $0.54                            1.22             1.04

    Per share impact of
     non-GAAP adjustments
     noted above              (0.02)                               -                     (0.01)                          -

    Adjusted diluted
     earnings per common
     share                                 $0.60                              $0.54                                    $1.21            $1.04
                                           -----                              -----                                    -----            -----


    Reconciliation of GAAP
     Operating Margin to
     Non-GAAP
    ----------------------

    GAAP operating revenue              $163,329                           $148,725                         325,659          291,564

    Non-GAAP adjustments
     noted above                   -                               -                          -                          -

    Adjusted operating
     revenue                            $163,329                           $148,725                                 $325,659         $291,564
                                        --------                           --------                                 --------         --------

    GAAP operating expenses              $85,362                            $75,355                         168,210          148,640

    Non-GAAP adjustments
     noted above             (1,532)                               -                    (2,657)                          -
                                                                                         ------                         ---

    Adjusted operating
     expenses                            $83,830                            $75,355                                 $165,553         $148,640
                                         -------                            -------                                 --------         --------

    GAAP operating income                $77,967                            $73,370                         157,449          142,924

    Non-GAAP adjustments
     noted above               1,532                                -                      2,657                           -

    Adjusted operating
     income                              $79,499                            $73,370                                 $160,106         $142,924
                                         -------                            -------                                 --------         --------

    Adjusted operating
     margin                    48.7%                           49.3%                      49.2%                      49.0%



    (1)                 For the second quarter of 2016,
                        this amount includes $270 for
                        accelerated stock-based
                        compensation expenses and $622 in
                        additional bonus accrual
                        resulting from the legal
                        settlement revenue. For the year-
                        to-date results, this amount
                        includes $470 for accelerated
                        stock-based compensation
                        expenses and $622 in additional
                        bonus accrual resulting from the
                        legal settlement income.

    (2)                 Settlement received for attorney
                        fees and expenses relating to a
                        litigation matter, reported in
                        investment and other income.

    (3)                 GAAP to Non-GAAP reconciling
                        items that are associated with
                        our controlling interest in Vest
                        Financial Group Inc. are not tax
                        effected.

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SOURCE CBOE Holdings, Inc.