Fourth Quarter 2012 Earnings Presentationir.cboe.com/.../4q12-earnings-slides-final.pdfFourth Quarter 2012 Earnings Presentation February 8, 2013 CBOE HOLDINGS 2 Agenda Strategic Review

Fourth Quarter 2012Earnings PresentationFebruary 8, 2013

2CBOE HOLDINGS

Agenda

Strategic Review William BrodskyChairman and CEO

Financial Review Alan DeanExecutive Vice President,CFO and Treasurer

Questions and Answers William BrodskyAlan Dean Edward TillyPresident and Chief Operating Officer

Edward ProvostExecutive Vice President andChief Business Development Officer

3CBOE HOLDINGS

Forward Looking Statements

This presentation 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 exclusive licenses to list certain index options; decreases in the amount of trading volumes or a shift in the mix of products traded on our exchanges; legislative or regulatory changes affecting the options markets; increasing competition by foreign and domestic entities, including increased competition from new entrants into our markets and consolidation of existing entities; increasing price competition; our ability to maintain access fee revenues; 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 accommodate increases in trading volume and order transaction traffic without failure or degradation of performance of our systems; 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, 2011 and other filings made from time to time with the SEC.

Strategic Review

William BrodskyChairman and CEO

5CBOE HOLDINGS

Record Earnings for 4Q12 and Year

Key DriversLeveraged proprietary products

Higher growth rate in proprietary products drove increase in RPC

Effectively managed resources

Invested in future growth initiatives

Returned increased value to stockholders

Well positioned to continue to grow and shape options and volatility space

6CBOE HOLDINGS

Leading and defining the options industry for 40 years

Product Development

Trading Technology

Investor Education

Translating Our Mission into Value

7CBOE HOLDINGS

Strong growth in 2012 amid relatively low volatility

VIX options ADV up 53% in 4Q12; up 14% for year

VIX futures ADV more than tripled in 4Q12; increased 99% for year

Growth increasingly driven by a broader user base

Record Growth in Volatility Trading

¹Through January 2013

8CBOE HOLDINGS

Broadening Customer Base

Ongoing commitment to investor education

Increased VIX curricula at CBOE’s Options Institute

RMC continues to showcase VIX trading

Opened CFE London Hub February 1

Expanding VIX futures trading to virtually 24 hours a day, five days a week in 2013

Pending regulatory approval

9CBOE HOLDINGS

Strong Contribution from S&P 500 Index Product Line

S&P 500 Index product line:SPX, SPXpm & SPX Weeklys

S&P 500 Index product line has highest options RPC

Volume down 7% in 2012 versus 2011

Strong growth in SPX Weeklys Volume up 69% in 2012 versus 2011

Moving SPXpm to CBOE from C2Unites all SPX products on a single platform

Exposes SPXpm to a broader user base, providing ease of access -- both open outcry and electronic trading

0.0%

5.0%

10.0%

15.0%

20.0%

25.0%

020,00040,00060,00080,000

100,000120,000140,000160,000

2008 2009 2010 2011 2012 2013YTD¹

% o

f all

SP

X

SPX

Wee

klys

ADV

Chart Title

SPX Weeklys ADV Weeklys % of All SPX

Total ADVTotal ADVTotal ADVSPX AM SettledSPX Weeklys

¹YTD through January 2013

10CBOE HOLDINGS

Focus for 2013: Establishing Traction in Variance Products

CFE introduced S&P 500 variance futures in December 2012Customized to meet the needs of the OTC variance swap market

Expertise in volatility puts CBOE in a unique position to attract OTC variance swap business

Working with customers to ensure specifications are aligned with the OTC variance market

Product Development Fueling Growth

11CBOE HOLDINGS

Optimizing Revenue and Market ShareIn Commoditized Products

Positive customer response to VIP drove market share gains in 2012

For 2012, total market share of U.S. options of 29.0% (CBOE and C2), up 160 bps versus 2011

Market share declined in 4Q12 due to competitive pricing

Made modifications to VIP aimed at regaining market shareSeeing uptick in market share in response to recent changes

Focused on maintaining leadership position in options industry

12CBOE HOLDINGS

Implemented a DPM-centric model on C2 effective Feb. 1

Designated Primary Market-maker (DPM) model

Price-time matching algorithm that features a unique spread-based pricing schedule

Believe the new model and pricing structure provides maximum incentive for order flow providers to route orders to C2

Retooled C2 Market and Pricing Model

13CBOE HOLDINGS

Encouraging January volume trends

Industry-wide options volume up 8% in January YOYEquity options trading up 4%

Index options trading up 53%, driven primarily by CBOE’s products

New monthly volume records in CBOE’s VIX options and futures in January

VIX futures ADV up 241% YOY

VIX options ADV up 85% YOY

Confident in Long-Term Growth Prospects

14CBOE HOLDINGS

Undisputed Leader in Innovation for 40 Years

1970s 1980s 1990s 2000s 2010s

1.1 million in 1973 >1.1 billion in 2012

• First marketplace for trading options

• Introduced LEAPS

• Devised methodology for VIX

• Began Hybrid trading model

• Began trading VIX options

• Opened CBOE Futures Exchange

• Introduced Index Options

• Established Options Institute

• Launched C2 and SPXpm

• Introduced CFLEX 2.0

• Launched CBOE Command

• Opened London Hub

Industry Leader in Product Innovation

Total Annual Options Contract Volume

Financial Review

Alan DeanEVP, CFO and Treasurer

16CBOE HOLDINGS

4Q12 Financial Overview

Adjusted Basis¹(in millions, except EPS and RPC) 4Q12 4Q11 $ Change % Change

Operating Revenues $130.1 $120.2 $ 9.9 8%

Adjusted Operating Expenses 65.2 63.8 1.4 2%

Adjusted Operating Income $ 64.9 $ 56.4 $ 8.5 15%

Adjusted Operating Margin % 49.9% 46.9% 300 bps

Adjusted Net Income Allocated to Common Stockholders $ 38.9 $ 33.2 $ 5.7 17%

Adjusted Diluted EPS $ 0.45 $ 0.37 $ 0.08 22%

Total ADV 4.13 4.30 -4%

Rate per Contract $0.355 $0.321 $0.034 11%

¹Adjusted to reflect the impact of certain items. See Appendix for “Non-GAAP Information.”

17CBOE HOLDINGS

Overview of Operating Revenues

Key DriversTransaction fees

11% increase in RPC

6% decline in trading volume

Exchange services and other fees Reflects impact of fee changes implemented in January 2012

Regulatory FeesIncrease in ORF rate by CBOE and implementation of ORF by C2

Operating Revenues(in millions) 4Q12 4Q11 % Chg

Transaction fees $ 90.8 $87.0 4%

Access fees 16.0 17.1 -6%

Exchange services and other fees 8.3 4.7 77%

Market data fees 5.5 5.1 8%

Regulatory fees 6.5 4.2 55%

Other revenue 3.0 2.1 43%

Total Operating Revenues $130.1 $120.2 8%

18CBOE HOLDINGS

Trading Volume Mix 4Q12 vs 4Q11

RPC Increase Reflects Shift in Mix of Trading Volume

19CBOE HOLDINGS

Proprietary Products Account for Growing Percentage of Transaction Fee Revenue

Index options and futures contracts increased to 71.3% of transaction fee revenue in 4Q12 versus 58.5% in 4Q11

20CBOE HOLDINGS

Strong Growth in Exchange Services and Other Revenue

Exchange services up $3.6MM Driven by fee changes implemented in January

Regulatory fees up $2.3MM Reflects increase in fees to account for higher costs related to regulatory services

(in millions) 4Q12 4Q11 % Chg

Exchange services and other fees $ 8.3 $ 4.7 77%

Regulatory fees $ 6.5 $ 4.2 55%

21CBOE HOLDINGS

Stringent Control of Operating Expenses

Key Drivers:Employee costs

Reflects accrual adjustment for incentive compensation

Outside services Higher legal fees related to litigation activity

Trading volume incentivesLower trading volume and changes in program criteria

Travel and promotionalLower expenses for advertising programs

Adjusted Operating Expenses(in millions)

4Q2012

4Q2011 % Chg

Employee costs $26.3 $24.6 7%

Depreciation and amortization 6.2 7.5 -17%

Data processing 4.7 4.3 9%

Outside services 10.8 6.7 61%

Royalty fees 11.6 12.3 -6%

Trading volume incentives 1.0 2.4 -58%

Travel and promotional 2.0 3.3 -39%

Facilities costs 1.3 1.4 -7%

Other expenses 1.3 1.3 --

Total Operating Expenses $65.2 $63.8 2%

22CBOE HOLDINGS

4Q12 Core Operating Expenses

(in millions) 4Q12 4Q11 % ChgTotal Operating Expenses $ 70.3 $ 67.5 4%Less:

Depreciation and amortization 6.2 7.5 -17%Accelerated stock-based compensation 0.2 -Severance expense pursuant to executive employment agreement - 3.7Estimated liability related to SEC investigation 5.0 -Volume-based expenses:

Royalty fees 11.7 12.4 -6%Trading volume incentives 1.0 2.4 -58%

Core Operating Expenses (non-GAAP)¹: $ 46.3 $ 41.5 11%

Detail of Core Operating Expenses (non-GAAP)Employee costs $ 26.3 $ 24.6 7%Data processing 4.7 4.3 9%Outside services 10.8 6.6 64%Travel and promotional expenses 2.0 3.3 -39%Facilities costs 1.3 1.4 -7%Other expenses 1.3 1.3 -

Total $ 46.3 $ 41.5 11%

¹Please see our disclaimer regarding Non-GAAP financial measures.

May not foot due to rounding

23CBOE HOLDINGS

Volume-based Expenses

Royalty fees Higher trading volume in licensed index products offset by impact of accrual adjustment in 4Q11

Trading volume incentivesLower trading volume in multiply-listed options

Changes in program criteria to qualify for quantity-based fee waivers

Volume-basedExpenses(in millions)

4Q12 4Q11 % Chg

Royalty fees $ 11.7 $ 12.4 -6%

Trading volume incentives $ 1.0 $ 2.4 -58%

Total $ 12.7 $ 14.8 -14%

24CBOE HOLDINGS

4Q12 4Q11 Change YTD ‘12 YTD ’11 Change

GAAP 33.1% 39.2% -610 bps 35.1% 41.9% -680 bps

Adjusted 39.0% 39.8% -80 bps 39.7% 40.3% -60 bps

4Q12

GAAP effective tax rate reflects:

Benefit of significant discrete items

Non-deductible tax expense of $5 million

Adjusted effective tax rate excludes:

Benefit of $5.4 million for significant discrete items related to prior years

Fourth Quarter Effective Tax Rate4Q11

GAAP effective tax rate reflects:

• Impact of an increase in the Illinois tax rate effective 1/1/11

Adjusted effective tax rate excludes:

• $0.3 million benefit for research and development credit pertaining to prior years

25CBOE HOLDINGS

Enhancing Stockholder Value

Strong cash flow generation, continuing investments in new products and technology, improving return of capital to stockholders

2012 Capital OutlaysShare repurchases $ 53 millionDividends 114 millionCapital expenditures 30 million

Total $ 197 million

2012 regular dividend payout up 23% to $0.54 per share

Special dividend of $0.75 per share paid in fourth quarter

Strong capital position and debt-free balance sheet

26CBOE HOLDINGS

2013 Full-Year Guidance

As of February 8, 2013 ($ in millions) 2012 Actual 2013 Guidance

Core operating expenses $ 179 $189 to $194

Continuing stock-based compensation¹ $ 12 $18

Core operating expenses excluding stock-based compensation $ 167 $171 to $176

Adjusted tax rate 39.7% 39.5% to 40.0%

Depreciation and amortization $ 31 $37 to $39

Capital expenditures $ 30 $35 to $40

1Stock-based compensation expense is included in employee costs.

27CBOE HOLDINGS

Quarterly Adjusted Operating Income and Margin¹ ($ in millions)

¹Adjusted to reflect the impact of certain items. See Appendix for “Non‐GAAP Information.”

Well Positioned to Gain Additional Leverage

30.0%

35.0%

40.0%

45.0%

50.0%

55.0%

$0.0

$10.0

$20.0

$30.0

$40.0

$50.0

$60.0

$70.0

$80.0

1Q09 2Q09 3Q09 4Q09 1Q10 2Q10 3Q10 4Q10 1Q11 2Q11 3Q11 4Q11 1Q12 2Q12 3Q12 4Q12

Operating Income Margin

Questions & Answers

Appendix Materials

30CBOE HOLDINGS

CBOE Holdings Quarterly Options ADV (contracts in millions)

Quarterly Options ADV

31CBOE HOLDINGS

CBOE Holdings Rolling 3-Month RPC

2012 Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov DecEquities $0.151 $0.128 $0.110 $0.112 $0.117 $0.123 $0.124 $0.122 $0.118 $0.121 $0.124 $0.134Indexes 0.640 0.651 0.658 0.667 0.673 0.677 0.680 0.684 0.682 0.675 0.670 0.670Exchange-traded products 0.206 0.188 0.171 0.172 0.176 0.180 0.177 0.177 0.177 0.180 0.183 0.186

Total options average 0.297 0.275 0.261 0.267 0.279 0.288 0.289 0.286 0.287 0.294 0.309 0.322Futures 1.474 1.610 1.697 1.655 1.650 1.607 1.598 1.626 1.606 1.573 1.473 1.442

Total average transaction fee per contract $0.308 $0.289 $0.280 $0.290 $0.304 $0.314 $0.316 $0.315 $0.317 $0.326 $0.342 $0.355










32CBOE HOLDINGS

Increasing Market Share – 2012

Total Industry Volume

Equity Options¹ Options on ETPs¹ Index Options¹

Excl. Dividend Trades¹ CBOE

CBOE C2ISE

NASDAQ PHLX

NASDAQ NOM

NAASDAQ NOBO

NYSE AMEX

NYSE ARCA

BOX

Source: Options Clearing Corporation and CBOE ¹Full‐Year 2012. Excludes Dividend TradesMay not add to 100 percent due to rounding

29.0%27.8%

BATS

33CBOE HOLDINGS

Quarterly Core Operating Expenses¹

4Q 2012 % rev 3Q 2012 % rev 2Q 2012 % rev 1Q 2012 % rev 4Q 2011 % revTotal Operating Expenses $70,325 54% $67,458 53% $66,480 50% $63,977 53% $67,529 56%Less: Depreciation and amortization 6,210 5% 8,634 7% 8,320 6% 8,320 7% 7,506 6% Accelerated stock-based compensation 149 - - - - - 194 - - -

Severance expense pursuant to executive employment agreement -

- - - - - - - 3,709 3%

Estimated liability related to SEC investigation 5,000 4% Volume-based expense: Royalty fees 11,639 9% 11,304 9% 12,001 9% 11,191 9% 12,346 10% Trading volume incentives 1,027 1% 1,423 1% 1,176 1% 2,649 2% 2,440 2%Core Operating Expenses (non-GAAP)¹: $46,300 36% $46,097 36% $44,983 34% $41,623 34% $41,528 35%Less: Continuing stock-based compensation (3,151) -2% (3,082) -2% (3,027) -2% (2,745) -2% (3,010) -3%

Core Operating Expenses excluding continuing stock-based compensation (non-GAAP)¹: $43,149 33% $43,015 34% $41,956 32% $38,878 32% $38,518 32%

Core Operating Expense Detail: Employee costs $26,291 20% $27,166 21% $25,300 19% $25,096 21% $24,560 20% Data processing 4,707 4% 5,070 4% 4,927 4% 4,899 4% 4,263 4% Outside services 10,790 8% 9,075 7% 9,265 7% 7,170 6% 6,657 6% Travel and promotional expenses 1,988 2% 2,548 2% 3,303 2% 2,167 2% 3,345 3% Facilities costs 1,269 1% 1,268 1% 1,226 1% 1,303 1% 1,426 1% Other expenses 1,255 1% 970 1% 962 1% 988 1% 1,277 1% Total $46,300 $46,097 $44,983 $41,623 $41,528

Number of full-time employees at quarter end 605 596 618 601 596



34CBOE HOLDINGS

2012 % rev 2011 % rev 2010 % rev 2009 % rev 2008 % revTotal Operating Expenses $268,241 52% $266,512 52% $269,763 62% $248,497 62% $229,473 55%Less: Depreciation and Amortization 31,485 6% 34,094 7% 29,891 7% 27,512 7% 25,633 6% Accelerated stock-based compensation 343 - 453 - 12,968 3% - - - - Severance - - 3,709 1% - - - - - - Estimated liability related to SEC investigation 5,000 1% - - - - - - - - Exercise Right Appeal Settlement - - - - - - 2,086 1% Volume-based Expense: Royalty Fees 46,135 9% 47,822 9% 41,353 10% 33,079 8% 35,243 8% Trading Volume Incentives 6,275 1% 14,239 3% 21,294 5% 28,631 7% 15,437 4%Core Operating Expenses (non-GAAP)¹: $179,003 35% $166,195 33% $164,257 38% $157,189 39% $153,160 37%Less: Continuing stock-based compensation (12,005) -2% (12,166) -2% (7,833) -2% - - - - Core Operating Expenses excluding continuing stock-based compensation (non-GAAP)¹: $166,998 33% $154,029 30% $156,424 36% $157,189 39% $153,160 37%

Core Operating Expense Detail (excluding stock-based compensation): Employee Costs $91,848 18% $88,126 17% $85,442 20% $84,481 21% $83,140 20% Data Processing 19,603 4% 17,933 4% 19,501 5% 20,475 5% 20,556 5% Outside Services 36,300 7% 27,310 5% 31,245 7% 30,726 8% 27,370 7% Travel and Promotion Expenses 10,006 2% 9,812 2% 9,569 2% 10,249 3% 10,483 3% Facilities Costs 5,066 1% 5,400 1% 5,801 1% 5,624 1% 4,730 1% Other Expenses 4,175 1% 5,448 1% 4,866 1% 5,634 1% 6,881 2%

Number of Full Time Employees 605 596 581 597 576



($ in thousands)

Annual Core Operating Expenses¹

35CBOE HOLDINGS

Estimated 2013 Stock-Based Compensation by Quarter

Quarterly breakout of estimated continuing stock-based compensation for 2013

1Q13 2Q13 3Q13 4Q13 Total

Continuing stock-based compensation¹ $3.7 $5.5 $4.4 $4.4 $18.0

Accelerated stock-based compensation¹,² $3.2 $ 3.2

¹All stock-based compensation is reported in employee costs²Excluded from core expenses; included in non-GAAP reconciliation

36CBOE HOLDINGS

Weighted Average Shares Calculation

Shares Days

Outstanding Total Days Weighted Avg Shares

Days Outstanding

Total Days Weighted Avg

Unrestricted common stock 88,768,885 92 92 88,768,885 88,768,885 366 366 88,768,885 Vesting of participating securities (restricted stock) on various dates 374,189 various 92 374,189 374,189 various 366 204,544 Treasury share purchases (various dates) (1,871,424) various 92 (1,871,424) (1,871,424) various 366 (1,513,906)

Total weighted average shares - basic and diluted 87,271,650 87,459,523

Participating securities for the period 991,424 991,424 1,204,241 1,204,241

Weighted average shares including participating securities 88,263,074 88,663,764 Percentage of net income allocated to participating securities 1.12% 1.36%

Net income allocated to common stockholders equals net income less the percentage of net income allocated to participating securities.

GAAP EPS is calculated by dividing net income allocated to common stockholders by the total weighted average shares outstanding during the period for basic and diluted.

4Q 2012 YTD 2012

37CBOE HOLDINGS

NOTE: May not foot due to rounding

GAAP to Non-GAAP ReconciliationFor Years 2009, 2010 and 2011

GAAP to Non-GAAP Reconciliation

(in thousands, except per share amounts)

3Q10 4Q10 1Q11 2Q11 3Q11 4Q11 FY 2009 FY2010 FY2011

Reconciliation of GAAP Net Income Allocated to Common Stockholder to Non-GAAPGAAP net income allocated to common stockholders 20,020$ 30,687$ 32,089$ 32,609$ 40,597$ 31,287$ 106,451$ 98,166$ 136,582$ Less: Recognition of deferred access fee revenue (24,086) Less: Recognition of prior-period revenue (4,406) (4,406) Add: Exercise right appeal settlement 2,086 Add: Accelerated stock-based compensation 10,965 2,004 340 113 12,968 453 Add: Severance expense pursuant to an executive employment agreement 3,709 3,709 Add: Impairment change 1,620 460 1,620 460 Income tax benefit/(expense) related to the items above (4,461) 291 (337) (46) (1,478) 8,786 (4,034) (1,861) Add: Income tax provision adjustment 4,223 (322) 3,901

Net income allocated to participating securities - effect on reconciling items (144) 11 (11) (2) (75) (32) (76) (109) Adjusted net income allocated to common stockholders 26,380$ 30,207$ 32,540$ 32,674$ 44,745$ 33,164$ 93,237$ 104,238$ 143,134$

Reconciliation of GAAP Diluted EPS to Non-GAAPGAAP diluted earnings per common share 0.20$ 0.31$ 0.36$ 0.36$ 0.45$ 0.35$ 1.17$ 1.03$ 1.52$ Per share impact of items above 0.06 - - - 0.05 0.02 (0.14) 0.06 0.07 Non-GAAP diluted earnings per common share 0.26$ 0.31$ 0.36$ 0.36$ 0.50$ 0.37$ 1.03$ 1.09$ 1.59$

GAAP operating revenue 106,015$ 117,391$ 124,042$ 120,290$ 143,604$ 120,208$ 426,082$ 437,104$ 508,144$

Non-GAAP adjustments noted above (4,406) (24,086) (4,406) Adjusted operating revenue 106,015$ 112,985$ 124,042$ 120,290$ 143,604$ 120,208$ 401,996$ 432,698$ 508,144$ GAAP operating income 34,933$ 51,854$ 57,535$ 56,452$ 74,966$ 52,679$ 177,584$ 167,341$ 241,632$ Non-GAAP adjustments noted above 10,965 (2,402) 340 113 - 3,709 (22,000) 8,562 4,162 Adjusted operating income 45,898$ 49,452$ 57,875$ 56,565$ 74,966$ 56,388$ 155,584$ 175,903$ 245,794$ Adjusted operating margin 43.3% 43.8% 46.7% 47.0% 52.2% 46.9% 38.7% 40.7% 48.4%

For further information go to cboe.com/Investor Relations

Reconciliation of GAAP Operating Margin to Non-GAAP

38CBOE HOLDINGS

NOTE: May not foot due to rounding

GAAP to Non-GAAP Reconciliation For 2012GAAP to Non-GAAP Reconciliation

(in thousands, except per share amounts)

1Q12 2Q12 3Q12 4Q12 FY2012

Reconciliation of GAAP Net Income Allocated to Common Stockholder to NON-GAAPGAAP net income allocated to common stockholders 32,863$ 37,903$ 45,243$ 39,246$ 155,255$ Add: Accelerated stock-based compensation 194 149 343 Add: Estimated liability related to SEC investigation 5,000 5,000 Income tax benefit/(expense) related to the items above (80) (63) (143) Add: Income tax provision adjustment (7,654) (5,415) (13,054) Net income allocated to participating securities - effect on reconciling items (2) 86 4 109 Adjusted net income allocated to common stockholders 32,975$ 37,903$ 37,675$ 38,921$ 147,510$

Reconciliation of GAAP Diluted EPS to Non-GAAPGAAP diluted earnings per common share 0.37$ 0.36$ 0.52$ 0.45$ 1.78$ Per share impact of items above - - (0.09) - (0.09) Non-GAAP diluted earnings per common share 0.37$ 0.36$ 0.43$ 0.45$ 1.69$

Reconciliation of GAAP Operating Margin to Non-GAAPGAAP operating revenue 121,392$ 132,549$ 128,319$ 130,077$ 512,338$

Non-GAAP adjustments noted aboveAdjusted operating revenue 121,392$ 132,549$ 128,319$ 130,077$ 512,338$ GAAP operating income 57,415$ 66,069$ 60,861$ 59,752$ 244,097$ Non-GAAP adjustments noted above 194 - - 5,149 5,343 Adjusted operating income 57,609$ 66,069$ 60,861$ 64,901$ 249,440$ Adjusted operating margin 47.5% 49.8% 47.4% 49.9% 48.7%

For further information go to cboe.com/Investor Relations

May not add due to rounding and/or change in shares outstanding

39CBOE HOLDINGS

In addition to disclosing results determined in accordance with GAAP, CBOE Holdings has disclosed certain non-GAAP measures of operating performance. The non-GAAP measures provided in this presentation include core operating expenses, adjusted operating revenue, adjusted operating expenses, adjusted operating income, adjusted operating margin, adjusted effective tax rate, 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 presentation, 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. 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.

Core operating expenses 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.

Non-GAAP Information

CBOE400 South LaSalle StreetChicago, Illinois 60605www.cboe.com

Documents

Fourth Quarter 2012 Earnings Presentationir.cboe.com/.../4q12-earnings-slides-final.pdfFourth Quarter 2012 Earnings Presentation February 8, 2013 CBOE HOLDINGS 2 Agenda Strategic Review