|
Delaware
|
|
20-5446972
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
|
|
|
400 South LaSalle Street
Chicago, Illinois |
|
60605
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Large accelerated filer
S
|
|
Accelerated filer
£
|
|
|
|
Non-accelerated filer
£
|
|
Smaller reporting company
£
|
(Do not check if a smaller reporting company)
|
|
|
Class
|
|
April 30, 2013
|
Unrestricted Common Stock, par value $0.01
|
|
87,271,829 shares
|
|
|
|
Page
|
|
|
|
|
|
|
|
|
|
|
||
|
||
|
||
|
||
|
||
|
||
|
|
|
|
||
|
|
|
|
|
|
|
||
|
•
|
"CBOE Holdings" refers to CBOE Holdings, Inc. and its subsidiaries.
|
•
|
"CBOE" or the "Exchange" refers to Chicago Board Options Exchange, Incorporated, a wholly-owned subsidiary of CBOE Holdings, Inc.
|
•
|
"C2" refers to C2 Options Exchange, Incorporated, a wholly-owned subsidiary of CBOE Holdings, Inc.
|
•
|
"CFE" refers to CBOE Futures Exchange, LLC, a wholly-owned subsidiary of CBOE Holdings, Inc.
|
•
|
"CFTC" refers to the U.S. Commodity Futures Trading Commission.
|
•
|
"FASB" refers to the Financial Accounting Standards Board.
|
•
|
"GAAP" refers to Generally Accepted Accounting Principles in the United States.
|
•
|
"OPRA" refers to the Options Price Reporting Authority.
|
•
|
"Our exchanges" refers to CBOE, C2 and CFE.
|
•
|
"SEC" refers to the U.S. Securities and Exchange Commission.
|
•
|
"SPX" refers to our a.m. settled S&P 500 Index exchange-traded option.
|
•
|
"We," "us," "our" or "the Company" refers to CBOE Holdings and its wholly-owned subsidiaries.
|
•
|
"VIX" refers to the CBOE Volatility Index.
|
•
|
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, 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.
|
|
|
Three Months Ended March 31,
|
|
||||||
(in thousands, except per share amounts)
|
|
2013
|
|
2012
|
|
||||
|
|
(unaudited)
|
|||||||
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 securities
|
|
(584
|
)
|
|
(554
|
)
|
|
||
Net Income Allocated to Common Stockholders
|
|
$
|
41,789
|
|
|
$
|
32,863
|
|
|
Net Income Per Share Allocated to Common Stockholders (Note 4):
|
|
|
|
|
|
||||
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
|
|
|
||
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
|
||||||
(in thousands)
|
|
2013
|
|
2012
|
|
||||
|
|
(unaudited)
|
|
||||||
Net Income
|
|
$
|
42,373
|
|
|
$
|
33,417
|
|
|
|
|
|
|
|
|
||||
Comprehensive Income (Loss) - net of tax:
|
|
|
|
|
|
||||
Post retirement benefit obligation
|
|
(208
|
)
|
|
(37
|
)
|
|
||
|
|
|
|
|
|
||||
Comprehensive Income
|
|
42,165
|
|
|
33,380
|
|
|
||
Comprehensive income allocated to participating securities
|
|
(584
|
)
|
|
(554
|
)
|
|
||
Comprehensive Income allocated to common stockholders
|
|
$
|
41,581
|
|
|
$
|
32,826
|
|
|
(in thousands, except share amounts)
|
|
March 31,
2013 |
|
December 31,
2012 |
||||
|
|
(unaudited)
|
||||||
Assets
|
|
|
|
|
|
|
||
Current Assets:
|
|
|
|
|
|
|
||
Cash and cash equivalents
|
|
$
|
210,486
|
|
|
$
|
135,597
|
|
Accounts receivable—net allowances of $353 and $340
|
|
51,136
|
|
|
45,666
|
|
||
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 amortization
|
|
(256,528
|
)
|
|
(251,642
|
)
|
||
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 - 2013, $137,093; 2012, $133,862)
|
|
37,585
|
|
|
38,351
|
|
||
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 and other liabilities
|
|
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 tax 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
|
|
||
Commitments and Contingencies
|
|
|
|
|
|
|
||
Total Liabilities
|
|
134,899
|
|
|
99,736
|
|
||
Stockholders’ Equity:
|
|
|
|
|
|
|
||
Preferred stock, $0.01 par value: 20,000,000 shares authorized, no shares issued and outstanding at March 31, 2013 or December 31, 2012
|
|
—
|
|
|
—
|
|
||
Unrestricted common stock, $0.01 par value: 325,000,000 shares authorized; 91,270,509 issued and 87,271,829 outstanding at March 31, 2013; 91,270,274 issued and 87,271,683 outstanding at December 31, 2012
|
|
913
|
|
|
913
|
|
||
Additional paid-in-capital
|
|
74,551
|
|
|
67,812
|
|
||
Retained earnings
|
|
304,567
|
|
|
275,491
|
|
||
Treasury stock at cost – 3,998,680 shares at March 31, 2013 and 3,998,591 shares at December 31, 2012
|
|
(104,204
|
)
|
|
(104,201
|
)
|
||
Accumulated other comprehensive loss
|
|
(1,101
|
)
|
|
(893
|
)
|
||
Total Stockholders’ Equity
|
|
274,726
|
|
|
239,122
|
|
||
Total
|
|
$
|
409,625
|
|
|
$
|
338,858
|
|
(in thousands)
|
|
Preferred
Stock |
|
Unrestricted
Common Stock |
|
Additional
Paid-In Capital |
|
Retained
Earnings |
|
Treasury
Stock |
|
Accumulated
Other Comprehensive Loss |
|
Total
Stockholders’ Equity |
||||||||||||||
Balance—January 1, 2013
|
|
$
|
—
|
|
|
$
|
913
|
|
|
$
|
67,812
|
|
|
$
|
275,491
|
|
|
$
|
(104,201
|
)
|
|
$
|
(893
|
)
|
|
$
|
239,122
|
|
Cash dividends on common stock
|
|
|
|
|
|
|
|
(13,297
|
)
|
|
|
|
|
|
(13,297
|
)
|
||||||||||||
Stock-based compensation
|
|
|
|
|
|
6,739
|
|
|
|
|
|
|
|
|
6,739
|
|
||||||||||||
Purchase of unrestricted common stock from employees
|
|
|
|
|
|
|
|
|
|
(3
|
)
|
|
|
|
(3
|
)
|
||||||||||||
Net income
|
|
|
|
|
|
|
|
42,373
|
|
|
|
|
|
|
42,373
|
|
||||||||||||
Post-retirement benefit obligation adjustment—net of tax
|
|
|
|
|
|
|
|
|
|
|
|
(208
|
)
|
|
(208
|
)
|
||||||||||||
Balance—March 31, 2013
|
|
$
|
—
|
|
|
$
|
913
|
|
|
$
|
74,551
|
|
|
$
|
304,567
|
|
|
$
|
(104,204
|
)
|
|
$
|
(1,101
|
)
|
|
$
|
274,726
|
|
|
|
Three Months Ended
|
||||||
(in thousands)
|
|
March 31, 2013
|
|
March 31, 2012
|
||||
|
|
(unaudited)
|
||||||
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 affiliate
|
|
480
|
|
|
476
|
|
||
Impairment of investment in affiliate
|
|
245
|
|
|
—
|
|
||
Change in assets and liabilities:
|
|
|
|
|
||||
Restricted cash
|
|
—
|
|
|
(240
|
)
|
||
Accounts receivable
|
|
(5,470
|
)
|
|
(10,860
|
)
|
||
Marketing fee receivable
|
|
(1,035
|
)
|
|
(4,226
|
)
|
||
Income taxes receivable
|
|
11,236
|
|
|
6,395
|
|
||
Prepaid expenses
|
|
(2,189
|
)
|
|
(2,692
|
)
|
||
Other current assets
|
|
(168
|
)
|
|
124
|
|
||
Accounts payable and accrued expenses
|
|
(2,133
|
)
|
|
(11,680
|
)
|
||
Marketing fee payable
|
|
1,034
|
|
|
4,241
|
|
||
Deferred revenue and other liabilities
|
|
22,674
|
|
|
20,029
|
|
||
Post-retirement benefit obligations
|
|
(9
|
)
|
|
(4
|
)
|
||
Income taxes payable
|
|
13,723
|
|
|
18,234
|
|
||
Net Cash Flows provided by Operating Activities
|
|
95,297
|
|
|
63,343
|
|
||
Cash Flows from Investing Activities:
|
|
|
|
|
||||
Capital and other assets expenditures
|
|
(6,440
|
)
|
|
(7,869
|
)
|
||
Investment in affiliates
|
|
(676
|
)
|
|
(394
|
)
|
||
Other
|
|
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 common stock from employees
|
|
(3
|
)
|
|
(1
|
)
|
||
Purchase of unrestricted common stock under announced program
|
|
—
|
|
|
(30,641
|
)
|
||
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 software
|
|
907
|
|
|
2,453
|
|
||
|
|
|
|
|
|
|
Three Months Ended March 31,
|
||||||
(in thousands, except per share amounts)
|
|
2013
|
|
2012
|
||||
Basic EPS Numerator:
|
|
|
|
|
||||
Net Income
|
|
$
|
42,373
|
|
|
$
|
33,417
|
|
Less: Earnings allocated to participating securities
|
|
(584
|
)
|
|
(554
|
)
|
||
Net Income allocated to common stockholders
|
|
$
|
41,789
|
|
|
$
|
32,863
|
|
Basic EPS Denominator:
|
|
|
|
|
||||
Weighted average shares outstanding
|
|
87,272
|
|
|
88,146
|
|
||
Basic net income per common share
|
|
$
|
0.48
|
|
|
$
|
0.37
|
|
|
|
|
|
|
||||
Diluted EPS Numerator:
|
|
|
|
|
||||
Net Income
|
|
$
|
42,373
|
|
|
$
|
33,417
|
|
Less: Earnings allocated to participating securities
|
|
(584
|
)
|
|
(554
|
)
|
||
Net Income allocated to common stockholders
|
|
$
|
41,789
|
|
|
$
|
32,863
|
|
Diluted EPS Denominator:
|
|
|
|
|
||||
Weighted average shares outstanding
|
|
87,272
|
|
|
88,146
|
|
||
Dilutive common shares issued under restricted stock program
|
|
—
|
|
|
—
|
|
||
Diluted net income per common share
|
|
$
|
0.48
|
|
|
$
|
0.37
|
|
|
|
|
Number of Shares
of Restricted Stock |
|
Weighted Average
Grant-Date Fair Value |
|||
|
Unvested restricted stock at January 1, 2013
|
|
835,823
|
|
|
$
|
28.92
|
|
|
Granted
|
|
390,272
|
|
|
34.23
|
|
|
|
Vested
|
|
(93,137
|
)
|
|
34.22
|
|
|
|
Forfeited
|
|
(8,025
|
)
|
|
29.00
|
|
|
|
Unvested restricted stock at March 31, 2013
|
|
1,124,933
|
|
|
$
|
30.32
|
|
|
|
|
March 31,
2013 |
|
December 31,
2012 |
||||
|
Investment in OCC
|
|
$
|
333
|
|
|
$
|
333
|
|
|
Investment in Signal Trading Systems, LLC
|
|
11,388
|
|
|
11,437
|
|
||
|
Investment in IPXI Holdings, LLC
|
|
2,500
|
|
|
2,500
|
|
||
|
Investment in CBSX
|
|
—
|
|
|
—
|
|
||
|
Investments in Affiliates
|
|
$
|
14,221
|
|
|
$
|
14,270
|
|
|
|
|
March 31,
2013 |
|
December 31,
2012 |
||||
|
Compensation and benefit-related liabilities
|
|
$
|
8,167
|
|
|
$
|
18,306
|
|
|
Royalties
|
|
12,234
|
|
|
10,529
|
|
||
|
Facilities
|
|
1,420
|
|
|
1,932
|
|
||
|
Legal
|
|
4,840
|
|
|
1,706
|
|
||
|
Accounts payable
|
|
3,120
|
|
|
735
|
|
||
|
Estimated liability related to SEC matter (See Note 13)
|
|
5,000
|
|
|
5,000
|
|
||
|
Linkage
|
|
1,771
|
|
|
1,116
|
|
||
|
Other
|
|
6,616
|
|
|
5,824
|
|
||
|
Total
|
|
$
|
43,168
|
|
|
$
|
45,148
|
|
|
|
Balance at
December 31, 2012 |
|
Cash
Additions |
|
Revenue
Recognition |
|
Balance at March 31, 2013
|
||||||||
Other – net
|
|
$
|
1,084
|
|
|
$
|
2,086
|
|
|
$
|
(1,314
|
)
|
|
$
|
1,856
|
|
Liquidity provider sliding scale (1)
|
|
—
|
|
|
29,232
|
|
|
(7,308
|
)
|
|
21,924
|
|
||||
Total deferred revenue
|
|
$
|
1,084
|
|
|
$
|
31,318
|
|
|
$
|
(8,622
|
)
|
|
$
|
23,780
|
|
•
|
Level 1—Unadjusted inputs based on quoted markets for identical assets or liabilities.
|
•
|
Level 2—Observable inputs, either direct or indirect, not including Level 1, corroborated by market data or based upon quoted prices in non-active markets.
|
•
|
Level 3—Unobservable inputs that reflect management’s best assumptions of what market participants would use in valuing the asset or liability.
|
(amounts in thousands)
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets at fair value:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Money market funds
|
|
$
|
198,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
198,000
|
|
Total assets at fair value at March 31, 2013
|
|
$
|
198,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
198,000
|
|
(amounts in thousands)
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets at fair value:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Money market funds
|
|
$
|
126,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
126,000
|
|
Total assets at fair value at December 31, 2012
|
|
$
|
126,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
126,000
|
|
|
|
2013
|
|
2012
|
|
Inc./(Dec.)
|
|
Percent
Change |
|||||||
|
|
(in millions, except per share amounts)
|
|
|
|||||||||||
Total operating revenues
|
|
$
|
142.7
|
|
|
$
|
121.4
|
|
|
$
|
21.3
|
|
|
17.5
|
%
|
Total operating expenses
|
|
73.3
|
|
|
64.0
|
|
|
9.3
|
|
|
14.5
|
%
|
|||
Operating income
|
|
69.4
|
|
|
57.4
|
|
|
12.0
|
|
|
20.9
|
%
|
|||
Total other expense
|
|
(0.7
|
)
|
|
(0.5
|
)
|
|
(0.2
|
)
|
|
40.0
|
%
|
|||
Income before income taxes
|
|
68.7
|
|
|
56.9
|
|
|
11.8
|
|
|
20.7
|
%
|
|||
Income tax provision
|
|
26.3
|
|
|
23.5
|
|
|
2.8
|
|
|
11.9
|
%
|
|||
Net income
|
|
$
|
42.4
|
|
|
$
|
33.4
|
|
|
$
|
9.0
|
|
|
26.9
|
%
|
Net income allocated to common stockholders
|
|
$
|
41.8
|
|
|
$
|
32.9
|
|
|
$
|
8.9
|
|
|
27.1
|
%
|
Operating income percentage
|
|
48.7
|
%
|
|
47.3
|
%
|
|
|
|
|
|||||
Net income percentage
|
|
29.7
|
%
|
|
27.5
|
%
|
|
|
|
|
|||||
Diluted net income per share allocated to common stockholders
|
|
$
|
0.48
|
|
|
$
|
0.37
|
|
|
|
|
|
•
|
The Company’s market share of total exchange traded options contracts was
25.4%
for the
three months ended
March 31, 2013
compared with
28.1%
for the same period in
2012
.
|
•
|
Total operating revenues
increased
due to higher transaction fees, exchange services and other fees and regulatory fees.
|
•
|
Total operating expenses
increased
primarily due to higher employee costs, outside services and royalty fees, partially offset by lower trading volume incentives.
|
|
|
2013
|
|
2012
|
|
Inc./(Dec.)
|
|
Percent
Change |
|||||||
|
|
|
|
(in millions)
|
|
|
|
|
|||||||
Transaction fees
|
|
$
|
99.1
|
|
|
$
|
84.8
|
|
|
$
|
14.3
|
|
|
16.9
|
%
|
Access fees
|
|
15.7
|
|
|
16.0
|
|
|
(0.3
|
)
|
|
(1.9
|
)%
|
|||
Exchange services and other fees
|
|
9.1
|
|
|
7.4
|
|
|
1.7
|
|
|
23.0
|
%
|
|||
Market data fees
|
|
5.5
|
|
|
6.4
|
|
|
(0.9
|
)
|
|
(14.1
|
)%
|
|||
Regulatory fees
|
|
9.7
|
|
|
4.7
|
|
|
5.0
|
|
|
106.4
|
%
|
|||
Other revenue
|
|
3.6
|
|
|
2.1
|
|
|
1.5
|
|
|
71.4
|
%
|
|||
Total operating revenues
|
|
$
|
142.7
|
|
|
$
|
121.4
|
|
|
$
|
21.3
|
|
|
17.5
|
%
|
|
|
2013
|
|
2012
|
|
Inc./(Dec.)
|
|
Percent
Change |
|||||||
|
|
|
|
(in millions)
|
|
|
|
|
|||||||
Equities
|
|
$
|
13.5
|
|
|
$
|
15.9
|
|
|
$
|
(2.4
|
)
|
|
(15.1
|
)%
|
Indexes
|
|
60.4
|
|
|
47.9
|
|
|
12.5
|
|
|
26.1
|
%
|
|||
Exchange-traded products
|
|
10.3
|
|
|
14.0
|
|
|
(3.7
|
)
|
|
(26.4
|
)%
|
|||
Total options transaction fees
|
|
84.2
|
|
|
77.8
|
|
|
6.4
|
|
|
8.2
|
%
|
|||
Futures
|
|
14.9
|
|
|
7.0
|
|
|
7.9
|
|
|
112.9
|
%
|
|||
Total transaction fees
|
|
$
|
99.1
|
|
|
$
|
84.8
|
|
|
$
|
14.3
|
|
|
16.9
|
%
|
|
|
2013
|
|
2012
|
|
Volume
Percent Change |
|
ADV
Percent Change |
|||||||||
|
|
Volume
|
|
ADV
|
|
Volume
|
|
ADV
|
|
|
|||||||
|
|
|
|
(in millions)
|
|
|
|
|
|
|
|||||||
Equities
|
|
96.2
|
|
|
1.60
|
|
|
143.9
|
|
2.32
|
|
|
(33.1
|
)%
|
|
(30.9
|
)%
|
Indexes
|
|
90.0
|
|
|
1.50
|
|
|
72.8
|
|
1.17
|
|
|
23.6
|
%
|
|
27.9
|
%
|
Exchange-traded products
|
|
66.4
|
|
|
1.11
|
|
|
81.9
|
|
1.32
|
|
|
(18.9
|
)%
|
|
(16.2
|
)%
|
Total options contracts
|
|
252.6
|
|
|
4.21
|
|
|
298.6
|
|
4.81
|
|
|
(15.4
|
)%
|
|
(12.4
|
)%
|
Futures contracts
|
|
9.2
|
|
|
0.16
|
|
|
4.1
|
|
0.07
|
|
|
124.4
|
%
|
|
131.6
|
%
|
Total contracts
|
|
261.8
|
|
|
4.37
|
|
|
302.7
|
|
4.88
|
|
|
(13.5
|
)%
|
|
(10.5
|
)%
|
|
|
2013
|
|
2012
|
|
||
Equities
|
|
36.7
|
%
|
|
47.5
|
%
|
|
Indexes
|
|
34.4
|
%
|
|
24.0
|
%
|
|
Exchange-traded products
|
|
25.4
|
%
|
|
27.1
|
%
|
|
Futures
|
|
3.5
|
%
|
|
1.4
|
%
|
|
Total
|
|
100.0
|
%
|
|
100.0
|
%
|
|
|
|
2013
|
|
2012
|
|
Percent
Change |
|||||
Equities
|
|
$
|
0.140
|
|
|
$
|
0.110
|
|
|
27.3
|
%
|
Indexes
|
|
0.671
|
|
|
0.658
|
|
|
2.0
|
%
|
||
Exchange-traded products
|
|
0.155
|
|
|
0.171
|
|
|
(9.4
|
)%
|
||
Total options average revenue per contract
|
|
0.333
|
|
|
0.261
|
|
|
27.6
|
%
|
||
Futures
|
|
1.618
|
|
|
1.697
|
|
|
(4.7
|
)%
|
||
Total average revenue per contract
|
|
$
|
0.378
|
|
|
$
|
0.280
|
|
|
35.0
|
%
|
•
|
Product mix—
The increase in the average revenue per contract reflects a shift in the volume mix by product. Index options and futures accounted for
34.4%
and
3.5%
of total trading volume, respectively, as compared to
24.0%
and
1.4%
in the prior year period. Index options generated total revenue per contract of
$0.671
representing the highest options average revenue per contract, while futures generate our highest total average revenue per contract of
$1.618
.
|
•
|
VIX options and futures—
For the
three months ended
March 31, 2013
as compared to the same period in
2012
, we experienced increases in total trading volume in VIX options and futures of
43.2%
and
124.2%
, respectively.
|
•
|
Rate structure
—
Our rate structure includes sliding scales, volume discounts and limits on fees as part of our effort to increase liquidity and market share in multiply-listed options and, to a lesser extent, on our proprietary products. In general, the Company faces downward pressure on transaction fees for multiply-listed products (equities and exchange-traded products) in the markets in which we compete, and we expect, based on current market conditions and modifications to our Volume Incentive Program, average revenue per contract in equities and exchange-traded products to decline as compared to the average rate per contract for the
three months ended
March 31, 2013
for those respective products.
|
|
|
2013
|
|
2012
|
|
Inc./(Dec.)
|
|
Percent
Change |
|||||||
|
|
|
|
(in millions)
|
|
|
|
|
|||||||
Employee costs
|
|
$
|
30.8
|
|
|
$
|
25.3
|
|
|
$
|
5.5
|
|
|
21.7
|
%
|
Depreciation and amortization
|
|
8.3
|
|
|
8.3
|
|
|
—
|
|
|
—
|
%
|
|||
Data processing
|
|
4.5
|
|
|
4.9
|
|
|
(0.4
|
)
|
|
(8.2
|
)%
|
|||
Outside services
|
|
11.0
|
|
|
7.2
|
|
|
3.8
|
|
|
52.8
|
%
|
|||
Royalty fees
|
|
13.2
|
|
|
11.2
|
|
|
2.0
|
|
|
17.9
|
%
|
|||
Trading volume incentives
|
|
1.0
|
|
|
2.6
|
|
|
(1.6
|
)
|
|
(61.5
|
)%
|
|||
Travel and promotional expenses
|
|
2.1
|
|
|
2.2
|
|
|
(0.1
|
)
|
|
(4.5
|
)%
|
|||
Facilities costs
|
|
1.3
|
|
|
1.3
|
|
|
—
|
|
|
—
|
%
|
|||
Other expenses
|
|
1.1
|
|
|
1.0
|
|
|
0.1
|
|
|
10.0
|
%
|
|||
Total operating expenses
|
|
$
|
73.3
|
|
|
$
|
64.0
|
|
|
$
|
9.3
|
|
|
14.5
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
Less than
1 year |
|
1-3 years
|
|
3-5 years
|
||||||||
Operating leases
|
|
$
|
9,729
|
|
|
$
|
2,823
|
|
|
$
|
4,702
|
|
|
$
|
2,204
|
|
Total
|
|
$
|
9,729
|
|
|
$
|
2,823
|
|
|
$
|
4,702
|
|
|
$
|
2,204
|
|
Period
|
|
Total
Number of Shares Purchased |
|
Average
Price Paid per Share |
|
Total Number of
Shares Purchased as Part of Publicly Announced Plans or Programs |
|
Approximate Dollar Value of Shares that May Yet Be
Purchased Under the Plans or Programs (1) |
||||||
January 1, 2013 – January 31, 2013
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
103,261,436
|
|
February 1, 2013 – February 28, 2013
|
|
—
|
|
|
—
|
|
|
—
|
|
|
103,261,436
|
|
||
March 1, 2013 – March 31, 2013
|
|
—
|
|
|
—
|
|
|
—
|
|
|
103,261,436
|
|
||
Totals
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
On August 2, 2011, the Company announced that its board of directors had adopted a share repurchase plan and authorized the repurchase of $100 million of its outstanding unrestricted common stock and began purchasing shares shortly thereafter. On July 31, 2012, the Company's board of directors authorized the Company to repurchase an additional $100 million of its outstanding unrestricted common stock. Under the plan, the Company is authorized to repurchase up to $200 million in its unrestricted common stock, including on the open market and in privately negotiated transactions. There can be no assurance as to the number of additional shares the Company will repurchase under the authorized plan. The timing and extent to which the Company repurchases its shares will depend upon, among other things, market conditions, share price, liquidity targets, regulatory requirements and other factors. Share repurchases may be commenced or suspended at any time or from time to time without prior notice, and the share repurchase plan does not currently have an expiration date.
|
|
|
CBOE HOLDINGS, INC.
|
|
|
|
Registrant
|
|
|
|
|
|
|
|
By:
|
/s/ William J. Brodsky
|
|
|
|
William J. Brodsky
|
|
|
|
Chairman and Chief Executive Officer (Principal Executive Officer)
|
Date:
|
May 7, 2013
|
|
|
|
|
|
|
|
|
By:
|
/s/ Alan J. Dean
|
|
|
|
Alan J. Dean
|
|
|
|
Executive Vice President and Chief Financial Officer (Principal Financial Officer)
|
Date:
|
May 7, 2013
|
|
|
Exhibit No.
|
|
Description
|
10.1
|
|
Amendment No. 12, dated March 9, 2013, to the License Agreement by and between CBOE and S&P OPCO LLC, as successor-in-interest to Standard & Poor's Financial Services LLC (Filed herewith, portions of this document have been omitted and filed separately with the SEC pursuant to a request for confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act).
|
|
|
|
31.1
|
|
Certification of Chief Executive Officer pursuant to Rule 13a-14 (Filed herewith).
|
|
|
|
31.2
|
|
Certification of Chief Financial Officer pursuant to Rule 13a-14 (Filed herewith).
|
|
|
|
32.1
|
|
Certificate of Chief Executive Officer pursuant to Rule 13a-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code (Filed herewith).
|
|
|
|
32.2
|
|
Certificate of Chief Financial Officer pursuant to Rule 13a-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code (Filed herewith).
|
|
|
|
101.INS*
|
|
XBRL Instance Document (Filed herewith)
|
|
|
|
101.SCH*
|
|
XBRL Taxonomy Extension Schema Document (Filed herewith).
|
|
|
|
101.CAL*
|
|
XBRL Taxonomy Extension Calculation Linkbase Document (Filed herewith).
|
|
|
|
101.DEF*
|
|
XBRL Taxonomy Extension Definition Linkbase (Filed herewith).
|
|
|
|
101.LAB*
|
|
XBRL Taxonomy Extension Label Linkbase Document (Filed herewith).
|
|
|
|
101.PRE*
|
|
XBRL Taxonomy Extension Presentation Linkbase Document (Filed herewith).
|
|
|
|
|
|
*Pursuant to Rule 406T of Regulation S-T, the Interactive Data files on Exhibit 101 hereto are deemed not
|
|
|
filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of
|
|
|
1933, as amended, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of
|
|
|
1934, as amended, and otherwise are not subject to liability under those sections.
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
Dated:
|
May 7, 2013
|
|
/s/ William J. Brodsky
|
|
|
|
William J. Brodsky
|
|
|
|
Chairman and Chief Executive Officer
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
Dated:
|
May 7, 2013
|
|
/s/ Alan J. Dean
|
|
|
|
Alan J. Dean
|
|
|
|
Executive Vice President and Chief Financial Officer
|
/s/ William J. Brodsky
|
|
|
William J. Brodsky
|
|
|
May 7, 2013
|
|
|
/s/ Alan J. Dean
|
|
|
Alan J. Dean
|
|
|
May 7, 2013
|
|
|