The
Marketplace
For Options
2006 Annual Report
Chicago Board Options Exchange
2006 was an historic year for CBOE on many
levels. The record-setting numbers tell a great
story — the leading U.S. options exchange in
volume, a third consecutive year of record volume,
increased market share and seat prices — but
numbers don’t tell the whole story at CBOE.
Accept No Substitute.
CBOE will embark on a new branding campaign in
2007 in which the Exchange will be communicating to
the world that CBOE is a vital necessity in the options
marketplace for which there is no substitute. Additional
details may be found on page 18 of this Annual Report.
Accept No Substitute.
Letter from the Office of the Chairman
Several long-term initiatives were set in place during 2006 that not only drove our numbers to all-time highs,
but also set the stage for CBOE’s future growth. Perhaps most significant was the Exchange’s conversion to a
for-profit business model. There are many reasons behind CBOE’s decision to engage in this transformation,
but ultimately, changing our business model will enable the Exchange to position itself most-effectively in a
rapidly changing business environment. Streamlining the Exchange’s operations, creating new subsidiaries,
such as the CBOE Stock Exchange (CBSX) and Market Data Express, and forming new alliances, exemplified
by our collaboration with HedgeStreet, illustrate how CBOE has shifted the focus of its business to increasing
and maximizing profitability.
With the launch of CBSX, CBOE now offers options, futures and stocks — all on a single electronic trading
platform. As the regulatory and competitive landscape continues to shift, the Exchange is extremely well
positioned for the future as one of a select few exchanges to offer a multi-asset trading platform. Going
forward, we expect that the Exchange’s members and customers will be able to realize economies of scale
as they manage their cross-asset trading through a single, unified platform at CBOE.
Our Hybrid Trading System continues to demonstrate that it is the most unique market model in the industry.
In a fiercely competitive environment, the twin functionality of Hybrid — allowing for electronic and open
outcry trading — is one of the many ways CBOE differentiates itself from its rivals. The expansion of the
Remote Market Maker program furthered the benefits of Hybrid trading by increasing the number of market
participants and deepening the liquidity at CBOE.
Looking ahead, we expect that the two landmark regulatory initiatives taking effect in 2007 will have a
positive impact on CBOE and the financial industry for years to come. The changes to the National Market
System embodied in Reg NMS have ushered in a new era of competition in the securities industry, creating
opportunities for new market centers such as the CBOE Stock Exchange. CBOE has long worked as a tireless
advocate for expanding portfolio margining and the implementation of the new portfolio margining rules is
expected to be one of the most significant developments to the securities industry in decades. True risk-based
margining will likely free up tremendous amounts of capital, allowing investors to more appropriately allocate
assets in their accounts.
As the world’s premier options marketplace, CBOE remains committed to growing and advancing our industry.
We embrace our role as industry leader and pledge to continue as the stewards for product innovation,
investor education and industry advocacy. CBOE is, and will remain, the marketplace for options.
William J. Brodsky
Chairman and
Chief Executive Officer
Edward T. Tilly
Executive
Vice Chairman
John E. Smollen
Vice Chairman
Edward J. Joyce
President and
Chief Operating Officer
1 CBOE 2006
2 CBOE 2006
U.S. Secretary of the Treasury, Henry M. Paulson, rang the
Opening Bell at CBOE on August 11, 2006. Secretary Paulson
visited CBOE during his first official visit to Chicago just weeks
after being sworn in as the 74th Secretary of the Treasury.
Joining the Secretary (front right) on the bell platform were CBOE
Chairman and CEO William Brodsky (front left); R. Eden Martin,
CBOE Lead Director and President, The Commercial Club of
Chicago (back left); and Michael Moskow, President and CEO,
Federal Reserve Bank of Chicago (back right).
3 CBOE 2006
2006 Market Share of Total Industry Volume
CBOE
33%
ISE
29%
PHLX
13%
AMEX
10%
NYSE Arca
10%
BOX
5%
CBOE Total Volume
In Millions
674
468
361
284
267
700
600
500
400
300
200
100
0
2002
2003
2004
2005
2006
Index /ETF
Equity
Total
Open Interest
ETF Options
Total Volume
In Millions, 2005 v. 2006
Index Options
Total Volume
In Millions, 2005 v. 2006
+177%
+20%
+49%
50
40
30
20
-10%
10
+101%
120
100
80
60
40
20
+45%
- 8%
+12%
+22%
+98%
0
XLE
DIA
SPY
QQQ
IWM
0
RUT
DJX
NDX
OEX
SPX
2005
2006
2005
2006
4 CBOE 2006
Record Setting Volume and Increasing Market Share
Busiest Year in CBOE History
2006 was a landmark year for CBOE as trading
activity soared to new heights and dozens of volume
records were established in exchange-wide volume,
equity options volume, and index/exchange traded
fund (ETF) options volume. The busiest day in CBOE
history occurred on Friday, May 19, 2006 when
5,816,336 contracts traded, while May 2006 was
the busiest month in CBOE history as 70,522,508
contracts traded.*
In 2006, the busiest twelve months in CBOE’s 33-
year history, volume tallied 674.7 million contracts,
the third consecutive year of record total annual
volume. 2006 totals surpassed 2005’s volume of
468.2 million contracts, the previous high mark,
by 44%. Average daily volume during 2006 was
2,688,189 contracts. At year’s end, Exchange open
interest stood at 226.4 million contracts, 25% above
the end of 2005.
Volume on CBOE’s 1,900+ equity options rose 42%
to 390.7 million contracts in 2006, easily topping
the 275.6 million contracts traded in 2005, setting a
new all-time record for total equity options volume in
a year. The previous record for equity options annual
volume of 278.9 million contracts was set in 2000.
The five most actively-traded equity options at
CBOE in 2006 were: Apple Computer, Inc. (AAPL),
Google, Inc. (GOOG), Altria Group, Inc. (MO),
General Motors Corporation (GM), and Microsoft
Corporation (MSFT).
2006 marked the sixth consecutive year of volume
gains in index/ETF options. During 2006, a record
284.0 million contracts traded, an increase of 48%
above 2005’s volume of 192.5 million contracts. At
the end of 2006, CBOE listed options on 28 broad-
and sector-based indexes and 96 ETFs, as well as
options on 4 interest rate products.
Notably, six of CBOE’s index and ETF options
products set individual annual trading records in
2006: S&P 500 Index (SPX), up 45% over 2005
to 104.3 million contracts; S&P 100 Index with
European style exercise (XEO), up 93% to 3.7
million; Standard & Poor’s Depositary Receipts/
SPDRs (SPY), up 49% to 24.1 million; Russell 2000
Index (RUT), up 98% to 2.2 million; iShares Russell
2000 Index Fund (IWM), up 177% to 44.9 million;
and Nasdaq-100 Index (NDX), up 22% to 7.8 million.
Rising Market Share
CBOE was the leading U.S. options exchange in
2006, handling over one-third of all industry volume.
CBOE’s market share of 33% was up 2.2 percentage
points from 2005, widening the margin between the
Exchange and its nearest competitor. In fact, CBOE
was one of only two options exchanges to experience
a market share gain of more than two percentage
points for the year. Equity options market share rose
2 percentage points during 2006 to 26%, ETF
options market share rose 2.3 percentage points
to 36%, while market share in cash index options
remained unchanged at 85%.
*These records have already been broken in 2007. On February
27, 2007, 6,722,060 contracts traded, a new high for single day
volume, while in March 2007, 82,963,812 contracts traded,
making it the busiest month in CBOE history.
Equity Options Volume
In Millions, 2005 v. 2006
Index Options Volume
In Millions, 2005 v. 2006
40
35
30
25
20
15
10
5
0
JAN FEB MAR APR MAY JUN JUL AUG SEP OCT NOV DEC
35
30
25
20
15
10
5
0
JAN FEB MAR APR MAY JUN JUL AUG SEP OCT NOV DEC
2005
2006
2005
2006
5 CBOE 2006
Trading volume in options on the iShares
Russell 2000 Index Fund (IWM) increased
significantly during 2006. IWM options
became the second largest contract at CBOE
as 44,905,725 contracts traded, up 177%
over 2005. New all-time records for IWM in
single-day, monthly and annual volume were
set during 2006.
6 CBOE 2006
7 CBOE 2006
Pursuing a New Business Model
Conversion to a For-Profit Business Model
January 2006 began CBOE’s first year of operation
as a for-profit organization. To set the stage for this
transition, significant cost-reduction steps were
taken, including an 11 percent reduction in staff
and a comprehensive organizational overhaul that
resulted in the implementation of cost reductions
and greater operational efficiencies throughout
the Exchange.
Demutualization Begins
In September 2006, the CBOE Board of Directors
announced their intention to initiate the process of
demutualizing the Exchange, meaning CBOE will
change its organizational structure from a non-
stock corporation owned by its members into a new
holding company organized as a stock corporation
owned by its stockholders.
CBOE’s new structure will provide the Exchange
with greater flexibility to respond to the demands
of a rapidly changing regulatory and business
environment. In addition, the Exchange will be
able to pursue opportunities to engage in business
combinations and joint ventures with other
organizations, and to access capital markets in
ways that were not available to CBOE as a non-stock
membership corporation.
S-4 Registration Statement Filed with SEC
In February 2007, the Exchange filed an S-4
Registration Statement with the Securities and
Exchange Commission (SEC) which details the
terms of CBOE’s proposed demutualization. In the
conversion, CBOE will become a wholly-owned
subsidiary of a new holding company, CBOE
Holdings, Inc. CBOE memberships existing at the
time of the demutualization will be converted into
shares of CBOE Holdings stock. CBOE’s proposed
demutualization is subject to regulatory approval
and a vote of the CBOE membership.
Seat Prices Reach New Highs
CBOE seat prices increased 100 percent, climbing
from the first sale of $875,000 at the beginning of
January 2006 to a record-breaking $1,775,000* by
December. A total of 111 seats were bought during
2006, compared to 104 in 2005. Of the total 111
seats, 95 were bought for more than $1,000,000.
CBOE’s seats increased 485% from the beginning
of 2005 to the end of 2006. This positive trend may
be attributed to the vibrancy of the overall “exchange
space” sector.
*On March 12, 2007, a CBOE seat was sold for a new all-time
record high of $2,270,000.
CBOE Seat Prices
January 2006 to March 2007
$ 2,500,000
2,250,000
2,000,000
1,750,000
1,500,000
1,250,000
1,000,000
750,000
500,000
250,000
0
JAN
FEB
MAR
APR
MAY
JUN
JUL
AUG
SEP
OCT
NOV
DEC
JAN
FEB
MAR
8 CBOE 2006
Creating Business Opportunities
Shifting the emphasis of CBOE’s corporate business
model to a for-profit operational mode has driven
the Exchange to more readily seek new business
opportunities, whether in the form of offering new
products and services, or in searching for ways to
generate additional revenue streams.
Stock Exchange Created
At a press conference in New York on July 27, 2006,
CBOE announced the formation of the CBOE Stock
Exchange (CBSX). CBOE partnered with Interactive
Brokers Group, LLC; LaBranche & Co Inc.;
Susquehanna International Group, LLP; and VDM
Chicago, LLC in forming CBSX.
CBSX is designed to extend the benefits of
CBOE’s successful options market model to the
stock world by allowing Designated Primary Market
Makers (DPMs) and multiple, competing Remote
Market Makers (RMMs) to provide two-sided liquidity
in all stocks. CBSX is also ECN-like in nature: it is a
fully electronic market that is Reg NMS-compliant
and offers a price-time matching algorithm. By
introducing a unique, yet proven, market model
to the securities industry, CBSX will provide an
attractive, alternative, trading destination for
industry participants.
CBSX was launched on March 5, 2007 and when
its rollout is complete, CBSX will list 2,800 of the
most-actively traded NYSE, NASDAQ, and AMEX
listed securities.
New Statistical Service Launched
In July 2006, CBOE also launched Market Data
Express (MDX), a new statistical service to provide
the most comprehensive historical trading data in
the options industry. As a subsidiary of CBOE, MDX
offers a wide range of historical options information
on all equity, index and ETF options traded at CBOE
dating back to 1990.
Data requests to MDX are fully customizable,
allowing users to select the market data criteria,
time frame, and depth of information to be provided,
and are available on a request or subscription basis.
Post 10 on the CBOE trading floor, home to the new CBOE Stock Exchange.
Future additions to the service will provide historical
information dating back 33 years to CBOE’s creation
of the listed options market in 1973.
Alliance Formed with HedgeStreet
On February 22, 2006, CBOE announced a strategic
alliance with HedgeStreet, Inc., an all-electronic
futures exchange. CBOE’s alliance with HedgeStreet
calls for the joint development of new products, the
sharing of technology services, and the marketing
and support of HedgeStreet’s innovative binary
options and futures products. CBOE looks forward to
launching a new wave of jointly developed, one-of-a-
kind products, while bringing HedgeStreet’s existing
products to a broader audience.
HedgeStreet’s binary options are typically short-
term in nature, and are based on the value of the
underlying instrument, with the payout determined
by whether the option is in-the-money or not (they
are sometimes referred to as “yes-no” or “cash-
or-nothing” options). HedgeStreet currently offers
contracts on commodities such as gasoline, crude
oil and gold.
CBOE’s equity investment and alliance with
HedgeStreet will serve to build momentum for
binary options and this exciting new breed of
futures products.
9 CBOE 2006
10 CBOE 2006
Trading in the S&P 500 Index (SPX)
crowd, CBOE’s largest and most-actively
traded product. In 2006, SPX average
daily volume increased 45% over the
previous year to 415,588 contracts
per day. For 2006, a record total of
104,312,673 SPX contracts traded.
11 CBOE 2006
Excellence in Product Innovation
end, open interest stood at nearly 700,000 contracts.
During May, total volume in VIX options topped one
million contracts for the month. Unquestionably, VIX
options have been one of the most successful new
product launches in CBOE history.
In May 2006, CBOE began disseminating information
on the CBOE Russell 2000 Volatility Index. RVX
tracks the volatility of the Russell 2000 Index
(RUT), by measuring the implied volatility of near-
term RUT options. RVX was the fourth volatility
index created by CBOE, joining the VIX, the CBOE
DJIA Volatility Index (VXD), and the CBOE Nasdaq
Volatility Index (VXN) in the Exchange’s suite of
volatility benchmarks.
New Benchmark Tracks Emerging
“Exchange Space” Sector
In January 2006, CBOE unveiled the CBOE
Exchange Index (EXQ), a new index that tracks
the performance of publicly-traded financial
exchanges in the U.S. Designed to quantify this
popular new market, EXQ provides a composite
measure of this emerging and rapidly growing new
”exchange space” sector. By the end of the year, six
different exchanges comprised the index. With the
benchmark well established, CBOE listed options
on EXQ in September.
Options with Weekly and Quarterly Expirations
CBOE introduced new options with Weekly and
Quarterly expirations to provide added flexibility
in structuring positions within a portfolio. As their
names imply, Weeklys are short-term options with
a life of one week from launch to expiration, while
Quarterlys have a life of three months. In 2006,
CBOE listed Weekly options in Mini-SPX Index (XSP)
and S&P 100 Index with European-style exercise
(XEO). Quarterly options were listed on five ETFs:
Nasdaq-100 Index Tracking Stock (QQQQ), Standard
& Poor’s Depositary Receipts/SPDRs (SPY),
DIAMONDS Trust, Series 1 (DIA), iShares Russell
2000 Index Fund (IWM), and Energy Select
SPDRs (XLE).
BuyWrite Strategy
A “BuyWrite,” also known as a covered call, is
an investment strategy in which an investor buys
New Products Generate “New” Volume
For more than three decades, innovation has defined
CBOE’s legacy and has been a key to growing the
Exchange’s business. Since its inception, CBOE
has conceived many unique products that have
shaped the world of risk management. And last year
was no exception. In 2006, CBOE introduced nine
breakthrough new products that added more than
8.5 million contracts to the Exchange’s volume.
Options on VIX: One of the Most Successful New
Product Launches in CBOE History
CBOE has been the pioneer and leading authority in
creating, defining and measuring the volatility space.
The CBOE Volatility Index, or VIX, has been hailed
as a revolutionary benchmark since its introduction
in 1993. For more than a decade, VIX has been
the preeminent barometer of market volatility and
investor sentiment. Derived from real-time S&P
500 Index option prices, VIX is designed to reflect
investors’ consensus view of expected near-term
stock market volatility over the next 30 days. VIX
is closely followed, highly publicized, and is often
referred to as the market’s “fear gauge.”
In February 2006, the CBOE Volatility Index attained
a new status when options on VIX began trading. The
results were dramatic. VIX options averaged 23,491
contracts per day in 2006; in just over ten months,
a total of 5,050,638 contracts traded; and at year’s
VIX Options
2006 Total Volume & Open Interest
In Thousands
1200
1000
800
600
400
200
0
F
M
A
M
J
J
A
S
O
N
D
Total Volume
Open Interest
12 CBOE 2006
The essence of CBOE’s Hybrid: a dual
trading environment that blends the
best elements of open outcry with
electronic trading.
13 CBOE 2006
Trading at CFE increased 170% over 2005 as volume
in 2006 totaled 478,160 contracts, with an average
daily volume that exceeded 1,900 contracts per day.
Futures on the CBOE Volatility Index were the most
actively-traded contract at CFE in 2006.
OneChicago:
Growing the Market for Single Stock Futures
OneChicago, the all-electronic exchange that
relies on CBOEdirect as its trade engine, is a joint
venture of CBOE, the Chicago Mercantile Exchange
(CME) and the Chicago Board of Trade (CBOT).
OneChicago continues to develop the market for the
trading of single stock futures. Major educational
and marketing initiatives were undertaken in 2006
to accelerate the growth of security futures trading.
The results were positive as a record 7,923,499
security futures contracts traded at OneChicago
during 2006, an increase of 43% over 2005’s total
volume of 5.5 million contracts. Average daily volume
on the year reached nearly 32,000 contracts per
day. OneChicago presently lists 482 futures on single
stocks, five Exchange Traded Funds, and seven
OneChicago Select Indexes, a series of customer-
designed, narrow-based security index futures.
In March 2006, Interactive Brokers Group, LLC, a
leading electronic broker dealer, became an equity
investor in OneChicago. The addition of IB into the
OneChicago family of ownership brought additional
technology and market maker support for single
stock futures and helped to broaden the exchange’s
customer base.
CBOE Recognized as “Exchange of the Year”
In 2006, CBOE received three major awards in
recognition of its continued industry leadership in
groundbreaking, new product engineering. In May,
CBOE was recognized as the “Exchange of the Year,
North America” by Structured Products magazine; in
September, Global Finance magazine named CBOE
the “Best Derivatives Exchange in 2006;” and in
December, VIX options were awarded the “Most
Innovative Index Derivative Product” at the Super
Bowl of Indexing Conference. Each of these awards
cited CBOE’s “excellence and innovation” in creating
new products and investor tools, most notably with
the development of BuyWrite and Volatility indexes.
a stock or a basket of stocks, and also sells call
options that correspond to the stock or basket of
stocks. Independent research has found that, over
specific periods studied, a BuyWrite had slightly
higher annualized returns — with significantly less
volatility — than the corresponding index.
CBOE now publishes data on five different
BuyWrites, including the CBOE Russell 2000
BuyWrite Index (BXR) and the CBOE S&P 500 2%
OTM (Out-of-the-Money) BuyWrite Index (BXY), both
of which were introduced last year. During 2006, all
five CBOE BuyWrites posted increased returns for the
year. Over the last two years, investors have allocated
more than 20 billion dollars to forty new investment
products that utilize BuyWrite Strategies.
CBOE Futures Exchange:
The Home of Volatility Futures
The CBOE Futures Exchange (CFE), CBOE’s
all-electronic futures exchange powered by the
CBOEdirect electronic trading system, was launched
in March 2004 and now offers six different contracts,
including futures on its flagship product, the CBOE
Volatility Index (VIX), as well as CBOE S&P 500
3-Month Variance (VT), CBOE DJIA Volatility Index
(VXD), and the CBOE China Index (CX) futures. Two
new contracts were listed in 2006: CBOE S&P 500
12-Month Variance (VA) futures and CBOE S&P 500
BuyWrite Index (BXM) futures.
VIX Futures
2006 Total Volume & Open Interest
In Thousands
100
80
60
40
20
0
J
F
M
A
M
J
J
A
S
O
N
D
Total Volume
Open Interest
14 CBOE 2006
Some of the industry’s most advanced
trading technology can be found at
CBOE. 96% of CBOE’s Hybrid orders
experience sub-second electronic
execution.
15 CBOE 2006
Unique Market Model Differentiates CBOE
Hybrid Evolution Continues
During 2006, CBOE’s Hybrid Trading System
continued to demonstrate why it is the most unique
market model in the industry. The versatility of
Hybrid provides a “best of both worlds” trading
environment, allowing customers to choose how
their orders are handled — either electronically or
via open outcry. By year’s end, the majority of
customers were opting for electronic trading as
96 percent of all Hybrid orders were handled
electronically with sub-second execution. However,
the remaining 4 percent of the orders that were
conducted in open outcry represented nearly one-
third (29%) of all Exchange volume.
Ongoing systems upgrades ensure that the
CBOE Hybrid Trading System continues to offer
unparalleled trading choice in both types of trading
venues. In February 2006, CBOE created the Hybrid
Agency Liaison (HAL), which automated the handling
of certain types of orders that had previously
been subject to manual handling. And later in the
year, CBOE became the first exchange to offer an
electronic price improvement auction for complex
(multi-legged) orders in the form of Complex Order
Auction (COA).
Growth of Remote Market Making
CBOE’s Remote Market Maker Program continued
to expand throughout 2006. The number of Remote
Market Makers (RMMs) and Electronic Designated
Primary Market Makers (e-DPMs) — those CBOE
members or member firms who stream quotes and
trade electronically from remote locations — totaled
fifty RMMs and six e-DPMs by the end of the year.
The volume generated from these new electronic
members grew substantially: from 6.6 million
contracts or 35% of all Hyrbid volume during
December 2005 to 15.0 million contracts and 59%
in December 2006. The RMM program has been
successful in expanding the universe of market
participants at CBOE, while the consolidation of
off-floor RMM quotes with those of in-crowd market
participants has resulted in deeper, more liquid
markets at CBOE.
Expanding Index Offerings on Hybrid
All of CBOE’s equity options have been listed on
Hybrid since the end of 2005, and last year, CBOE
focused on expanding the number of index and
Exchange Traded Fund options available for trading
on Hybrid. During the course of 2006, thirty were
added, including major indexes such as the Russell
2000 Index (RUT), CBOE Volatility Index (VIX),
Jumbo Dow Jones Industrial Average Index (DXL)
and S&P Small Cap 600 Index (SML). Also added
were popular ETFs such as iShares Russell 2000
Index Fund (IWM) and iShares S&P 100 Index Fund
(OEF). With the additions of Nasdaq-100 Index
options (NDX) and S&P 100 Index options with
European-style exercise (XEO) in January 2007,
121 of CBOE’s 124 index and ETF options are now
available for trading via Hybrid.
CBOE Volume by Member Role
In Millions, Dec. 2005 v. Dec. 2006
Percent of Volume by Member Role
Dec. 2005 v. Dec. 2006
8
7
6
5
4
3
2
1
0
50
40
30
20
10
DPM
e-DPM
MM
RMM
0
DPM
e-DPM
MM
RMM
2005
2006
2005
2006
16 CBOE 2006
Leading the Industry in Advocacy and Education
The Primary Proponent for Expanded Portfolio
Margining Rules
In December 2006, the SEC approved amendments
to CBOE’s rules allowing for expanded portfolio
margining of customer accounts. For more than five
years, CBOE was the driving force in moving this
initiative through Congress, the Commodity Futures
Trading Commission (CFTC) and the SEC. The new
rules generally align the amount of margin money
required in a customer’s account to the risk of the
portfolio as a whole, whereas current practice is to
require margin based on set formulas for various
strategies. The new rules also expand the scope of
products eligible for portfolio margining to include
equities, equity options, narrow-based index options,
certain security futures products (i.e. single stock
futures and options on single stock futures), and
unlisted derivatives.
Other markets around the world already allow for
similar portfolio margining. Thus, the SEC’s approval
of the new rules helps to level the playing field and
will make the U.S. equities markets more competitive
with our global counterparts. CBOE anticipates the
new rules, which became effective on April 2, 2007,
will modernize our marketplace.
CBOE Tabbed to Lead Industry Surveillance
CBOE, along with the American Stock Exchange,
Boston Stock Exchange, International Securities
Exchange, NYSE Arca, (formerly the Pacific
Exchange) and Philadelphia Stock Exchange, formed
the Options Regulatory Surveillance Authority
(ORSA) in 2006. ORSA was conceived to enhance
the effectiveness and efficiency of regulation of the
national options market system, as well as that of
each of the individual options markets, by facilitating
the sharing of resources and information.
As the developer of the industry’s most advanced
surveillance technology, CBOE was chosen to lead
and coordinate the industry’s surveillance efforts for
tracking possible insider trading infractions. While
CBOE is conducting the insider trading surveillance
and investigations on behalf of the ORSA operations,
the six exchanges share equal authority in regulation,
and jointly plan, develop, and operate ORSA’s
regulatory systems and facilities.
Events like this “VIX and Volatility Trading” seminar exemplify CBOE’s
commitment to investor education.
The Premier Source for Options Education
The Options Institute, the educational arm of CBOE,
is the leading authority for options education.
Founded in 1985, it continues to play an integral
role in aiding the tremendous growth of our industry.
Each year, The Options Institute conducts hundreds
of classes worldwide, educating thousands of
investors, brokers, advisors and regulatory personnel.
For five years running, cboe.com has received a
“Best of the Web” honor from Forbes.com, and
for three consecutive years, a “Top Investment
Websites” designation from the American Association
of Individual Investors®. Last year, more than
800,000 unique visitors clicked on cboe.com each
month for options news and information.
Some of the most popular features on cboe.com
are The Options Institute’s online tutorials, courses
and webcasts. The self-guided tutorials teach the
basics of options, while the online courses explore
concepts and strategies. The webcasts offer live
presentations of options-related topics and enable
online interaction with the presenter. During 2006,
enrollment in CBOE’s online courses increased 50%
to 5,500 participants.
In 2006, cboe.com’s popular CBOE-TV experienced
huge viewership gains during its first full year of
operation. The free web-based streaming video
service, which provides daily trading insights, market
recaps, and coverage of events and news from
CBOE’s trading floor, saw its total audience increase
by more than 450% to 300,000+ viewers per month.
17 CBOE 2006
Communicating a Message
“Accept No Substitute”
Leading brands have a reason to exist. They are
born from a new way of thinking about problems.
They create opportunities. They have a story to tell.
CBOE is such a brand. The Exchange innovates
and leads. It is nearly impossible to imagine a world
without options because of what CBOE has done,
not only since founding the industry in 1973, but
for what it will continue to accomplish in the months
and years ahead.
In 2006, the Exchange developed the framework
for an extensive branding initiative that will kick-
off during 2007 and illustrate CBOE’s position of
industry leadership. More specifically, the message
behind the campaign will communicate to the
world that CBOE is a vital necessity in the options
marketplace for which there is no substitute.
To amplify this message, an extensive print and
broadcast campaign will run in various financial
media during the year. The reach of the campaign
will also be extended through the use of outdoor
and online advertising.
The “Accept No Substitute” campaign is scheduled
to run in a variety of business publications including
The Wall Street Journal, Barron’s and Forbes.
Additionally, a thirty-second television commercial
will air on the CNBC and Bloomberg networks at
various times throughout 2007.
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(cid:36)(cid:80)(cid:81)(cid:74)(cid:70)(cid:84)(cid:1)(cid:80)(cid:71)(cid:1)(cid:85)(cid:73)(cid:70)(cid:1)(cid:48)(cid:37)(cid:37)(cid:1)(cid:66)(cid:83)(cid:70)(cid:1)(cid:66)(cid:87)(cid:66)(cid:74)(cid:77)(cid:66)(cid:67)(cid:77)(cid:70)(cid:1)(cid:71)(cid:83)(cid:80)(cid:78)(cid:1)(cid:90)(cid:80)(cid:86)(cid:83)(cid:1)(cid:67)(cid:83)(cid:80)(cid:76)(cid:70)(cid:83)(cid:13)(cid:1)(cid:67)(cid:90)(cid:1)(cid:68)(cid:66)(cid:77)(cid:77)(cid:74)(cid:79)(cid:72)(cid:1)(cid:18)(cid:14)(cid:25)(cid:25)(cid:25)(cid:14)(cid:48)(cid:49)(cid:53)(cid:42)(cid:48)(cid:47)(cid:52)(cid:13)(cid:1)(cid:80)(cid:83)(cid:1)(cid:71)(cid:83)(cid:80)(cid:78)(cid:1)(cid:85)(cid:73)(cid:70)(cid:1)(cid:48)(cid:81)(cid:85)(cid:74)(cid:80)(cid:79)(cid:84)(cid:1)(cid:36)(cid:77)(cid:70)(cid:66)(cid:83)(cid:74)(cid:79)(cid:72)(cid:1)(cid:36)(cid:80)(cid:83)(cid:81)(cid:80)(cid:83)(cid:66)(cid:85)(cid:74)(cid:80)(cid:79)(cid:13)(cid:1)(cid:48)(cid:79)(cid:70)(cid:1)(cid:47)(cid:80)(cid:83)(cid:85)(cid:73)(cid:1)(cid:56)(cid:66)(cid:68)(cid:76)(cid:70)(cid:83)(cid:1)(cid:37)(cid:83)(cid:74)(cid:87)(cid:70)(cid:13)(cid:1)(cid:52)(cid:86)(cid:74)(cid:85)(cid:70)(cid:1)(cid:22)(cid:17)(cid:17)(cid:13)(cid:1)(cid:1)
(cid:36)(cid:73)(cid:74)(cid:68)(cid:66)(cid:72)(cid:80)(cid:13)(cid:1)(cid:42)(cid:77)(cid:77)(cid:74)(cid:79)(cid:80)(cid:74)(cid:84)(cid:13)(cid:1)(cid:23)(cid:17)(cid:23)(cid:17)(cid:23)(cid:15)(cid:1)(cid:36)(cid:35)(cid:48)(cid:38) (cid:66)(cid:79)(cid:69)(cid:1)(cid:36)(cid:73)(cid:74)(cid:68)(cid:66)(cid:72)(cid:80)(cid:1)(cid:35)(cid:80)(cid:66)(cid:83)(cid:69)(cid:1)(cid:48)(cid:81)(cid:85)(cid:74)(cid:80)(cid:79)(cid:84)(cid:1)(cid:38)(cid:89)(cid:68)(cid:73)(cid:66)(cid:79)(cid:72)(cid:70) (cid:1)(cid:66)(cid:83)(cid:70)(cid:1)(cid:83)(cid:70)(cid:72)(cid:74)(cid:84)(cid:85)(cid:70)(cid:83)(cid:70)(cid:69)(cid:1)(cid:85)(cid:83)(cid:66)(cid:69)(cid:70)(cid:78)(cid:66)(cid:83)(cid:76)(cid:84)(cid:1)(cid:80)(cid:71)(cid:1)(cid:85)(cid:73)(cid:70)(cid:1)(cid:36)(cid:73)(cid:74)(cid:68)(cid:66)(cid:72)(cid:80)(cid:1)(cid:35)(cid:80)(cid:66)(cid:83)(cid:69)(cid:1)(cid:48)(cid:81)(cid:85)(cid:74)(cid:80)(cid:79)(cid:84)(cid:1)(cid:38)(cid:89)(cid:68)(cid:73)(cid:66)(cid:79)(cid:72)(cid:70)(cid:13)(cid:1)(cid:42)(cid:79)(cid:68)(cid:80)(cid:83)(cid:81)(cid:80)(cid:83)(cid:66)(cid:85)(cid:70)(cid:69)(cid:13)(cid:1)(cid:1)
(cid:66)(cid:79)(cid:69)(cid:1)(cid:47)(cid:80)(cid:1)(cid:52)(cid:86)(cid:67)(cid:84)(cid:85)(cid:74)(cid:85)(cid:86)(cid:85)(cid:70) (cid:1)(cid:74)(cid:84)(cid:1)(cid:66)(cid:1)(cid:84)(cid:70)(cid:83)(cid:87)(cid:74)(cid:68)(cid:70)(cid:1)(cid:78)(cid:66)(cid:83)(cid:76)(cid:1)(cid:80)(cid:71)(cid:1)(cid:36)(cid:35)(cid:48)(cid:38)(cid:15)
▼ (cid:39)(cid:83)(cid:80)(cid:78)(cid:1)(cid:74)(cid:79)(cid:69)(cid:86)(cid:84)(cid:85)(cid:83)(cid:90)(cid:14)(cid:69)(cid:70)(cid:109)(cid:79)(cid:74)(cid:79)(cid:72)(cid:1)(cid:74)(cid:79)(cid:69)(cid:70)(cid:89)(cid:1)(cid:81)(cid:83)(cid:80)(cid:69)(cid:86)(cid:68)(cid:85)(cid:84)(cid:1)(cid:1)
(cid:85)(cid:80)(cid:1)(cid:66)(cid:1)(cid:110)(cid:70)(cid:89)(cid:74)(cid:67)(cid:77)(cid:70)(cid:1)(cid:85)(cid:83)(cid:66)(cid:69)(cid:74)(cid:79)(cid:72)(cid:1)(cid:81)(cid:77)(cid:66)(cid:85)(cid:71)(cid:80)(cid:83)(cid:78)(cid:13)(cid:1)(cid:36)(cid:35)(cid:48)(cid:38)(cid:1)(cid:74)(cid:84)(cid:1)(cid:85)(cid:73)(cid:70)(cid:1)(cid:1)
(cid:78)(cid:66)(cid:83)(cid:76)(cid:70)(cid:85)(cid:81)(cid:77)(cid:66)(cid:68)(cid:70)(cid:1)(cid:71)(cid:80)(cid:83)(cid:1)(cid:80)(cid:81)(cid:85)(cid:74)(cid:80)(cid:79)(cid:84)(cid:15)(cid:1)
(cid:1)
(cid:88)(cid:88)(cid:88)(cid:15)(cid:68)(cid:67)(cid:80)(cid:70)(cid:15)(cid:68)(cid:80)(cid:78)(cid:16)(cid:79)(cid:80)(cid:84)(cid:86)(cid:67)(cid:84)(cid:85)(cid:74)(cid:85)(cid:86)(cid:85)(cid:70)
18 CBOE 2006
2006 Financial Summary
CBOE generated record net income of $42.1 million in 2006 versus $10.9 million in the prior year.
Record trading volume of 2.7 million contracts per day in 2006, compared to the prior record of 1.9 million
contracts per day established in 2005, was the main reason for the strong financial results.
The significant growth in 2006 trading volume (44%) versus the prior period was the main reason current
year revenues were $54.9 million (27%) higher than 2005. Fee reductions and fee caps saved our customers
and members $45.7 million in 2006 versus $31.6 million in 2005.
Expenses were $2.8 million higher than the prior period mainly due to higher employee costs ($5.1 million),
outside services ($2.1 million) and royalty fees ($1.6 million). Employee costs were higher in 2006 mainly due
to higher severance expense ($3.4 million). Outside services increased mainly due to higher legal fees related
to demutualization and other legal matters. Royalty fees increased in 2006 due to record trading volume in
certain licensed products.
CBOE received a $7.1 million refund in 2006 as a result of a resettlement of a year 2000 class action
settlement. In 2000, CBOE paid $16.0 million to settle a class action matter. See financial statements Note 6
for details. The $7.1 million refund is included as a reduction to other expenses.
Capital spending in 2006 amounted to $28.7 million. Investments were primarily in the Systems Division
related to increased capacity, Hybrid Trading System enhancements, a new disaster recovery site and other
trading systems enhancements.
In 2006, CBOE invested $3.8 million in HedgeStreet, Inc., contributed $1.2 million to OneChicago, LLC due to
a capital call and purchased one CBOE membership ($1.4 million).
The Exchange received $3.0 million from the National Stock Exchange (“NSX”) in 2006 related to a
Termination of Rights Agreement (“TORA”). See financial statements Note 2 for details of the TORA.
Retained earnings increased to $162.0 million and total members’ equity at December 31, 2006 was
$183.4 million. At year’s end, the Exchange was debt-free with working capital of $94.1 million.
19 CBOE 2006
consolidated statements of income
Chicago Board Options Exchange, Incorporated and Subsidiaries
Years ended December 31, 2006 and 2005 (in thousands)
Revenues:
Transaction fees
Other member fees
Options Price Reporting Authority income
Regulatory fees
Investment income
Other
Total Revenues
Expenses:
Employee costs
Depreciation and amortization
Data processing
Outside services
Royalty fees
Travel and promotional expenses
Facilities costs
Net loss from investment in affiliates
Impairment of investment in affiliate and other assets
Other
Total Expenses
Income Before Income Taxes
Provision for Income Taxes:
Current
Deferred
Total Provision for Income Taxes
Net Income
2006
2005
$ 186,285
22,270
19,965
13,817
4,743
10,906
257,986
79,782
28,189
19,078
20,455
23,552
7,209
4,281
757
121
2,535
185,959
72,027
34,495
(4,576 )
29,919
$ 42,108
$ 143,254
23,347
16,749
11,835
2,016
5,854
203,055
74,678
28,349
19,304
18,404
21,950
6,796
3,925
203
2,757
6,796
183,162
19,893
9,925
(927 )
8,998
$ 10,895
See notes to consolidated financial statements
20 CBOE 2006
consolidated balance sheets
Chicago Board Options Exchange, Incorporated and Subsidiaries
December 31, 2006 and 2005 (in thousands)
Assets
Current Assets:
Cash and cash equivalents
Investments — available for sale
Accounts receivable — net of allowances of $76 and $73
Marketing fee receivable
Income taxes receivable
Prepaid medical benefits
Other prepaid expenses
Other current assets
Total Current Assets
Investments in Affiliates
Land
Property and Equipment:
Construction in progress
Building
Furniture and equipment
Less accumulated depreciation and amortization
Total Property and Equipment — Net
Other Assets:
Software development work in progress
Data processing software and other assets
(less accumulated amortization — 2006, $65,044; 2005, $51,300)
Total Other Assets — Net
Total
Liabilities and Members’ Equity
Current Liabilities:
Accounts payable and accrued expenses
Marketing fee payable
Deferred revenue
Membership transfer and other deposits
Post-retirement medical benefits
Income taxes payable
Total Current Liabilities
Long-term Liabilities:
Post-retirement medical benefits
Deferred income taxes
Total Long-term Liabilities
Total Liabilities
Commitments and Contingencies (Note 6)
Members’ Equity:
Memberships
Additional paid-in-capital
Retained earnings
Accumulated other comprehensive loss
Total Members’ Equity
Total
2006
2005
$ 82,520
19,578
27,838
7,499
763
2,558
3,398
795
144,949
12,830
4,914
5,516
57,609
157,859
(161,013 )
59,971
$ 65,080
0
21,722
3,634
0
2,837
3,534
663
97,470
7,178
4,914
0
57,609
147,350
(146,568 )
58,391
4,839
8,446
28,323
33,162
$ 255,826
25,786
34,232
$ 202,185
$ 36,836
7,991
4,224
1,750
67
0
50,868
1,203
20,366
21,569
72,437
19,574
2,592
161,988
(765 )
183,389
$ 255,826
$ 26,676
5,622
4,493
0
0
768
37,559
0
23,718
23,718
61,277
20,934
0
119,974
0
140,908
$ 202,185
See notes to consolidated financial statements
21 CBOE 2006
consolidated statements of cash flows
Chicago Board Options Exchange, Incorporated and Subsidiaries
Years ended December 31, 2006 and 2005 (in thousands)
Cash Flows from Operating Activities:
Net Income
Adjustments to reconcile net income to net cash flows from operating activities:
Depreciation and amortization
Amortization of discount on investments available for sale
Provision for deferred income taxes
Equity in loss of OneChicago, LLC (“OneChicago”)
Equity in income of National Stock Exchange (“NSX”)
Impairment of investment in affiliates and other assets
Changes in assets and liabilities:
Accounts receivable
Marketing fee receivable
Net income taxes receivable
Prepaid medical benefits
Other prepaid expenses
Other current assets
Deferred income taxes
Accounts payable and accrued expenses
Marketing fee payable
Deferred revenue
Membership transfer and other deposits
Net Cash Flows from Operating Activities
Cash Flows from Investing Activities:
Sale of investments available for sale
Purchase of investments available for sale
Capital and other assets expenditures
Sale of NSX certificates of proprietary membership, net of fees
HedgeStreet investment
CBOE Stock Exchange investment
OneChicago investment
Membership purchase
Net Cash Flows from Investing Activities
Cash Flows from Financing Activities:
Chicago Board of Trade exercise right purchases
Net Cash Flows from Financing Activities
Net Increase in Cash and Cash Equivalents
Cash and Cash Equivalents at Beginning of Period
Cash and Cash Equivalents at End of Period
Supplemental Disclosure of Cash Flow Information
Cash paid for income taxes
Non-cash activities:
Sale of membership shares by OneChicago
Impact of adoption of FASB Statement No. 158
2006
2005
$ 42,108
$ 10,895
28,189
(67 )
(4,576 )
832
(75 )
121
(6,117 )
(3,865 )
(1,531 )
279
136
(132 )
42
10,160
2,369
(269 )
1,750
69,354
0
(19,511 )
(28,700 )
3,000
(3,800 )
(193 )
(1,215 )
(1,360 )
(51,779 )
(135 )
(135 )
17,440
65,080
$ 82,520
28,349
0
927
2,569
(2,366 )
2,757
(4,822 )
(794 )
5,243
(988 )
233
(159 )
(4,283 )
9,532
2,131
(11,354 )
(572 )
37,298
6,000
0
(21,011 )
4,834
0
0
(844 )
0
(11,021 )
(6,900 )
(6,900 )
19,377
45,703
$ 65,080
$ 35,981
$
7,525
$
$
4,320
1,270
See notes to consolidated financial statements
22 CBOE 2006
consolidated statements of members’ equity
Chicago Board Options Exchange, Incorporated and Subsidiaries
Years ended December 31, 2006 and 2005 (in thousands)
Balance -- January 1, 2005
Net income
CBOT exercise rights purchased -
net of tax benefits of $2,073
Balance -- December 31, 2005
Net income
CBOT exercise right purchased -
net of tax benefits of $41
Impact of adoption of FAS 158 -
net of tax of $505
Sale of membership shares by OneChicago -
net of $1,728 deferred taxes
Membership purchase
Balance -- December 31, 2006
Members’
Equity
$ 20,934
Additional
Paid-in Capital
$ 0
Retained
Accumulated Other
Earnings Comprehensive Loss
$ 0
$ 113,906
10,895
Total Members’
Equity
$ 134,840
10,895
20,934
0
(4,827 )
119,974
42,108
(94 )
0
(765)
(1,360)
$ 19,574
2,592
$ 2,592
$ 161,988
$ (765)
(4,827 )
140,908
42,108
(94 )
(765 )
2,592
(1,360 )
$ 183,389
See notes to consolidated financial statements
23 CBOE 2006
notes to consolidated financial statements
Chicago Board Options Exchange, Incorporated and Subsidiaries
For the years ended December 31, 2006 and 2005
1. summary of significant accounting policies
Nature of Business — The Chicago Board Options Exchange, Incorporated and Subsidiaries (“CBOE”) is a registered securities
exchange, subject to oversight by the Securities and Exchange Commission (“SEC”). CBOE’s principal business is providing a
marketplace for trading equity and index options.
Basis of Presentation — The consolidated financial statements include the accounts and results of operations of the Chicago Board
Options Exchange, Incorporated and its wholly-owned subsidiaries, Chicago Options Exchange Building Corporation, CBOE, LLC and
CBOE Futures Exchange, LLC. Inter-company balances and transactions are eliminated.
Use of Estimates — The preparation of financial statements in conformity with accounting principles generally accepted in the
United States of America requires management to make estimates and assumptions that affect the amounts of assets and liabilities,
disclosures of contingent assets and liabilities, and reported amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates.
Revenue Recognition — Transaction Fees revenue is considered earned upon the execution of the trade and is recognized on a
trade date basis. In the event members pay for services in a lump-sum payment, revenue is recognized as services are provided.
Other Member Fees revenue is recognized during the period the service is provided. The Options Price Reporting Authority
(“OPRA”) income is allocated based upon the market share of the OPRA members and is received quarterly. Estimates of OPRA’s
quarterly revenue are made and accrued each month. Regulatory Fees are predominately received in the month of December and
are amortized monthly to coincide with the services rendered during the period July through June.
Cash and Cash Equivalents — Cash and cash equivalents include highly liquid investments with maturities of three months or less
from the date of purchase.
Investments — All investments are classified as available-for-sale and are reported at fair value with unrealized gains and losses
reported as a component of other comprehensive income within members’ equity, in accordance with Statement of Financial
Accounting Standards (“SFAS”), No. 115, Accounting for Certain Investments in Debt and Equity Securities.
Accounts Receivable — Accounts receivable consist primarily of transaction, marketing and other fees receivable from The Options
Clearing Corporation (“OCC”), and CBOE’s share of distributable revenue receivable from OPRA.
Investments in Affiliates — Investments in affiliates represent investments in OCC, OneChicago, LLC (“OneChicago”), The National
Stock Exchange (“NSX”) and HedgeStreet, Inc.
The investment in OCC (20% of its outstanding stock) is carried at cost because of CBOE’s inability to exercise significant influence.
CBOE owns 8,424 shares of Class A stock (4.98% of the total outstanding) and 39,312 shares of Class B stock (100% of the total
outstanding) of NSX as of December 31, 2006. As of July 1, 2006, CBOE began accounting for the investment in NSX using the
cost method as NSX reacquired stock from CBOE and sold additional stock to new investors, thereby diluting CBOE’s ownership
percentage (see Note 2).
CBOE accounts for the investment in OneChicago (approximately 24% of its outstanding stock) under the equity method due to the
lack of effective control over operating and financing activities.
The investment in HedgeStreet, Inc. (17.6% of its capital stock) is carried at cost because of CBOE’s inability to exercise significant
influence.
Investments in affiliates are reviewed to determine whether any events or changes in circumstances indicate that the investments
may be other than temporarily impaired.
In the event of impairment, CBOE would recognize a loss for the difference between the carrying amount and the estimated fair
value of the equity method investment.
Property and Equipment — Property and equipment are carried at cost, net of accumulated depreciation. Depreciation on building,
furniture and equipment is provided on the straight-line method. Estimated useful lives are 40 years for the building and five to
ten years for furniture and equipment. Leasehold improvements are amortized over the lesser of their estimated useful lives or the
remaining term of the applicable leases.
CBOE’s long-lived assets are subject to impairment testing in accordance with SFAS No. 144 whenever events or changes in
circumstances indicate that the carrying amount may not be recoverable. CBOE bases its evaluation on such impairment indicators
as the nature of the assets, the future economic benefit of the assets, any historical or future profitability measurements, as well
as other external market conditions or factors that may be present. In the event of an impairment, CBOE recognizes a loss for the
difference between the carrying amount and the estimated fair value of the asset.
Data Processing Software & Software Development Work in Progress — Data processing software and software development work
in progress during the application development stage are capitalized in accordance with Statement of Position 98-1 Accounting
for the Costs of Computer Software Developed or Obtained for Internal Use and are carried at cost. Software development work in
progress is reclassified to data processing software when the software is ready for its intended use. Data processing software is
amortized over five years using the straight-line method commencing with the date the software is put in service.
Income Taxes — Income taxes are determined using the liability method, under which deferred tax assets and liabilities are recorded
based on differences between the financial accounting and tax bases of assets and liabilities.
Deferred Revenue — Deferred revenue represents amounts received by CBOE for which services have not been provided.
Recent Accounting Pronouncements — In July 2006, the Financial Accounting Standards Board (FASB) issued Interpretation
No. 48 (“FIN 48”), Accounting for Uncertainty in Income Taxes — an interpretation of FASB Statement No. 109, which clarifies the
accounting for uncertainty in tax positions. FIN 48 seeks to reduce the diversity in accounting practices used in regards to uncertain
tax positions by prescribing a recognition threshold and measurement criteria for benefits related to income taxes. The provisions of
FIN 48 are effective for all reporting periods beginning after December 15, 2006. The impact of the adoption of FIN 48 on CBOE’s
financial position and results of operations is being evaluated.
24 CBOE 2006
notes to consolidated financial statements (continued)
In September 2006, the FASB issued Statement of Financial Accounting Standards (“SFAS”) No. 157, Fair Value Measurements,
which establishes a framework for measuring fair value under other accounting pronouncements that require fair value
measurements and expands disclosures about such measurements. SFAS No. 157 does not require any new fair value
measurements. Instead, it creates a consistent method of calculating fair value measurements to address non-comparability of
financial statements containing fair value measurements utilizing different definitions of fair value. SFAS No. 157 is effective for
financial statements issued for fiscal years beginning after November 15, 2007. It is not anticipated that the adoption of SFAS No.
157 will have a significant impact on CBOE’s financial position and results of operations.
In September 2006, the FASB issued SFAS No. 158, Employers’ Accounting for Defined Benefit Pension and Other Postretirement
Plans—an amendment of FASB Statements No. 87, 88, 106, and 132(R) which requires the overfunded or underfunded status
of a defined benefit postretirement plan to be recognized in the statement of financial position and changes in that funded status
to be recognized in the year of change in comprehensive income. SFAS No. 158 also requires that plan assets and obligations
be measured at year-end and requires certain disclosures. CBOE is required to recognize the funded status of a defined benefit
postretirement medical plan and to make required disclosures as of our fiscal year ending December 31, 2007, however we have
elected to adopt the provisions of SFAS No. 158 in 2006.
In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities — Including
an Amendment of FASB Statement No. 115, which permits, at specified election dates, measurement of eligible items at fair value.
SFAS No. 159 does not require any new fair value measurements. SFAS No. 159 is effective for financial statements issued for fiscal
years beginning after November 15, 2007. Early adoption is permitted provided that SFAS No. 157 is concurrently adopted. It is not
anticipated that the adoption of SFAS No. 159 will have a significant impact on CBOE’s financial position and results of operations.
2. investments in affiliates
CBOE and NSX executed a Termination of Rights Agreement (“TORA”), on September 27, 2004. Pursuant to the TORA, NSX
will purchase 153 (94%) of NSX certificates of proprietary membership currently owned by CBOE. Certificates of proprietary
membership will be surrendered by CBOE, and NSX will pay CBOE a total of $11 million over a period of four years on the
anniversary of the initial closing date, subject to NSX minimum working capital levels after deducting the cost of buying the
certificates. CBOE will ultimately retain nine certificates of proprietary membership (10% of the total outstanding certificates of
proprietary membership). After the sale of 153 certificates, CBOE will account for its remaining investment in NSX on the cost
basis. The initial closing transaction was held on January 18, 2005. On this date, CBOE surrendered 69 certificates of proprietary
membership, and NSX paid $5.0 million to CBOE. CBOE also gave up three of six seats on the NSX Board on the date of the initial
closing. CBOE’s percentage of ownership of the remaining NSX outstanding certificates of proprietary membership was reduced
to 54.7% after the initial closing. On March 10, 2006, CBOE exercised its first put right under the TORA. On this date, CBOE
surrendered an additional 21 certificates of proprietary membership, and NSX paid CBOE $1.5 million. CBOE’s percentage of
ownership of the remaining NSX outstanding certificates of proprietary membership was reduced to 48.3% after the March 10,
2006 exercise of its first put right. On June 22, 2006, NSX converted from a membership organization to a stock-based corporation.
In the demutualization, the certificates of proprietary membership held by CBOE were converted to 8,424 shares (9.96%) of Class
A voting stock of NSX Holdings, Inc. and 58,968 shares (100%) of Class B non-voting stock of NSX Holdings, Inc. On September
5, 2006, NSX issued a total of 87,010 Class A voting common stock to six investors. CBOE did not invoke its anti-dilution rights and
as a result, CBOE’s ownership percentage of Class A voting common stock was reduced to 4.98%. On September 15, 2006, NSX
exercised a call pursuant to the TORA and purchased 19,656 shares of Class B stock and paid CBOE $1.5 million. At December
31, 2006, CBOE’s investment in NSX was $3.7 million which consisted of the 8,924 Class A voting shares and 39,312 Class B non-
voting shares. CBOE’s representation on the NSX board has decreased to one representative as a result of the most recent decrease
in ownership percentage of NSX by CBOE.
CBOE, Interactive Brokers Group LLC (“IBG”), the Chicago Mercantile Exchange Holdings, Inc. and the Board of Trade of the City of
Chicago, Inc. (the “CBOT”), are partners in OneChicago, a joint venture created to trade single stock futures. Certain OneChicago
employees also have minority interests in the joint venture. OneChicago is a for-profit entity with its own management and board
of directors, and is separately organized as a regulated exchange. CBOE accounts for its interest in OneChicago under the equity
method of accounting. On March 15, 2006, IBG made an investment for a 40% interest in OneChicago. As a result, CBOE’s
ownership decreased from approximately 40% to 24%. CBOE contributed $1.2 million and $0.8 million in capital to OneChicago
during the years ended December 31, 2006 and 2005, respectively. At December 31, 2006, CBOE’s investment in OneChicago
was $4.8 million. CBOE’s investment increased by $4.3 million as a result of IBG’s investment as discussed above. CBOE had a
receivable due from OneChicago of $0.5 million and $0.9 million at December 31, 2006 and 2005, respectively.
On February 10, 2006, CBOE invested $2.0 million in HedgeStreet, Inc. CBOE holds one of six HedgeStreet, Inc. board seats. On
December 29, 2006, CBOE invested an additional $1.8 million in HedgeStreet, Inc. for Series D Preferred Stock. CBOE owns a
total of 17.7% of HedgeStreet Inc. voting common and preferred shares. CBOE had a receivable due from HedgeStreet, Inc. of $0.1
million at December 31, 2006 for certain service level agreements.
3. related parties
CBOE collected transaction and other fees of $298.9 million and $191.2 million by drawing on accounts of CBOE’s members held
at OCC for the years ended December 31, 2006 and 2005. The amount collected included $96.5 million and $42.1 million of
marketing fees during the years ended December 31, 2006 and 2005, respectively. CBOE had a receivable due from OCC of $23.0
million and $15.2 million at December 31, 2006 and 2005, respectively.
CBOE incurred rebillable expenses on behalf of NSX for expenses such as employee costs, computer equipment and office space of
$2.9 million and $3.8 million during the years ended December 31, 2006 and 2005, respectively. CBOE had a receivable from NSX
of $0.9 million and $0.9 million at December 31, 2006 and 2005, respectively.
OPRA is a committee administered jointly by the six options exchanges and is authorized by the SEC to provide consolidated options
information. This information is provided by the exchanges and is sold to outside news services and customers. OPRA’s operating
income is distributed among the exchanges based on their relative volume of total transactions. Operating income distributed
to CBOE was $20.0 million and $16.7 million during the years ended December 31, 2006 and 2005, respectively. CBOE had a
receivable from OPRA of $5.4 million and $4.4 million at December 31, 2006 and 2005, respectively.
25 CBOE 2006
notes to consolidated financial statements (continued)
CBOE incurred administrative expenses of $13,000 and $3,600 for its affiliate, the Chicago Board Options Exchange Political Action
Committee (the “Committee”), during the years ended December 31, 2006 and 2005, respectively. The Committee is organized
under the Federal Election Campaign Act as a voluntary, not-for-profit, unincorporated political association. The Committee is
empowered to solicit and accept voluntary contributions from members and employees of CBOE and to contribute funds to the
election campaigns of candidates for federal offices.
4. leases
CBOE leases office space with lease terms remaining from thirteen months to twenty-nine months as of December 31, 2006.
Rent expenses related to leases for the twelve months ended December 31, 2006 and 2005 were $0.6 million and $0.8 million,
respectively. Future minimum lease payments under these non-cancellable operating leases are as follows at December 31, 2006
(in thousands):
Year
2007
2008
2009
Total
Amount
577
446
184
1,207
$
$
5. employee benefits
Eligible employees participate in the Chicago Board Options Exchange SMART Plan (“SMART Plan”). The SMART Plan is a defined
contribution plan, which is qualified under Internal Revenue Code Section 401(k). CBOE contributed $4.0 million and $4.3 million to
the SMART Plan for the years ended December 31, 2006 and 2005, respectively.
Eligible employees may participate in the Supplemental Employee Retirement Plan (“SERP”), and Deferred Compensation Plan. The
SERP and Deferred Compensation Plan are defined contribution plans that are nonqualified by Internal Revenue Code regulations.
CBOE contributed $1.3 million and $1.3 million to the SERP for the years ended December 31, 2006 and 2005, respectively.
CBOE also has a Voluntary Employees’ Beneficiary Association (“VEBA”). The VEBA is a trust, qualifying under Internal Revenue
Code Section 501(c)(9), created to provide certain medical, dental, severance, and short-term disability benefits to employees of
CBOE. Contributions to the trust are based on reserve levels established by Section 419(a) of the Internal Revenue Code. During the
years ended December 31, 2006 and 2005, CBOE contributed $5.3 million and $5.6 million, respectively, to the trust.
CBOE has a postretirement medical plan for certain current and former members of senior management. SFAS No. 158 changed
the accounting rules for reporting the funded status of retirement and other postretirement benefits plans. The funded status of
such plans is required to be recognized on the balance sheet with a corresponding after-tax adjustment to accumulated other
comprehensive income. Retroactive application of this accounting rule is prohibited. Therefore, 2006 data is presented as required
by SFAS No. 158 and 2005 data is presented as required under the accounting rules prior to SFAS No. 158. The adoption of
SFAS No. 158 in 2006 had no effect on the computation of net periodic benefit expense for CBOE’s postretirement benefits.
The incremental effect of applying SFAS No. 158 on individual line items on CBOE’s consolidated balance sheet as of December
31, 2006 was as follows: CBOE recorded a $1.3 million liability related to the actuarially computed underfunded status of our
postretirement medical plan, of which $0.8 million was recorded in other comprehensive loss as a reduction to members’ equity
and $0.5 million was recorded as a deferred income tax asset. CBOE estimates that postretirement benefits expense for the year
ended December 31, 2007 will include expense of $0.1 million, resulting from the amortization of its related accumulated actuarial
expense included in Accumulated Other Comprehensive Loss at December 31, 2006.
6. commitments and contingencies
The CBOE is currently a party to the following legal proceedings:
Litigation with Respect to the Restructuring Transaction
On August 23, 2006, the CBOE and its directors were sued in the Court of Chancery of the State of Delaware, New Castle County,
by the CBOT, CBOT Holdings and two members of the CBOT who purport to represent a class of individuals (“exercise members”),
who are, or have the right to become, members of the CBOE pursuant to the Exercise Right granted to CBOT members pursuant to
paragraph (b) of Article Fifth of the CBOE’s certificate of incorporation. Plaintiffs seek a judicial declaration that exercise members
are entitled to receive the same consideration in the CBOE’s restructuring transaction as all other CBOE members, and plaintiffs
also seek an injunction to bar CBOE and CBOE’s directors from issuing any stock to CBOE members as part of the restructuring
transaction, unless exercise members receive the same stock and other consideration as other CBOE members. On October 2,
2006, the CBOE and the individual director defendants moved to dismiss the complaint on the grounds that the complaint failed to
present a ripe controversy between the parties, in that the CBOE had not yet made any decisions about the terms of the potential
restructuring transaction or about the nature or the amount of the consideration that the members of the supposed class will receive
in connection with that restructuring transaction, and the Court lacked jurisdiction over certain individuals.
On October 17, 2006, CBOT Holdings announced its intention to be acquired by CME Holdings (the “CME/CBOT Transaction”). In
response to that announcement, the CBOE determined that the proper interpretation of Article Fifth(b) was that, upon the closing
of the CME/CBOT Transaction, no one would qualify as a CBOT “member” for purposes of Article Fifth(b) or therefore as a person
eligible to be an exerciser member of the CBOE. The CBOE submitted its interpretation for review and approval by the SEC on
December 12, 2006, as required because of the CBOE’s status as a national securities exchange, and amended that submission
on January 16, 2007. On January 4, 2007, plaintiffs filed a second amended complaint that challenged the CBOE’s interpretation
of Article Fifth(b). On January 11, 2007, plaintiffs submitted a motion for summary judgment on their claims. In addition to
continuing to assert their claims about the amount of consideration to which exercise members would be entitled as part of the
CBOE restructuring transaction, plaintiffs sought a declaratory judgment and an injunction to prevent the CBOE from implementing
the interpretation of Article Fifth(b) that the CBOE had filed with the SEC and a declaration that CBOE’s board breached its fiduciary
duties by approving that interpretation. On January 16, 2007, the CBOE and the director defendants moved to dismiss the second
amended complaint to the extent it challenges the CBOE’s interpretation, on the ground that the SEC’s jurisdiction to consider such
26 CBOE 2006
notes to consolidated financial statements (continued)
interpretations of Article Fifth(b) preempts any state law challenge to that interpretation. In this motion, defendants further moved to
dismiss or stay consideration of plaintiffs’ claims regarding the consideration to which exercise members otherwise would be entitled
until it is known whether the CME/CBOT Transaction will close before the CBOE’s restructuring transaction on the grounds that such
claims remain unripe for judicial determination. The court has not decided either defendants’ motion to dismiss or plaintiffs’ motion
for summary judgment.
Class Action Litigation
In September 2000, the CBOE reached an agreement in principle to settle a consolidated civil class action lawsuit filed against the
CBOE and other U.S. options exchanges and certain market maker firms. The CBOE agreed to pay $16.0 million, which has been
paid in full and held in escrow pending approval of the settlement agreement by the U.S. District Court for the Southern District
of New York. In October 2005, the CBOE and other settling parties reached a revised settlement that resolved certain disputes
concerning the interpretation of certain provisions of the original settlement agreement. As a result of the revised settlement, the
CBOE’s settlement amount was reduced to $9.3 million. In February 2006, the U.S. District Court preliminarily approved the revised
settlement, and CBOE received a refund on its original settlement amount of $7.1 million, including accrued interest. The district
court granted final approval to the settlement, and entered final judgment in the case, in December 2006. The deadline to appeal
the settlement passed on January 12, 2007, and no appeals were filed.
Last Atlantis Litigation
On November 7, 2005, an amended and consolidated complaint, which we refer to as the “consolidated complaint,” was filed
on behalf of Last Atlantis Capital LLC, Lola L.L.C., Lulu L.L.C., Goodbuddy Society L.L.C., Friendly Trading L.L.C., Speed Trading,
LLC, Bryan Rule, Brad Martin and River North Investors LLC in the U.S. District Court for the Northern District of Illinois against
the CBOE, three other options exchanges and 35 market maker defendant groups (the “Specialist Defendants”). The consolidated
complaint combined complaints that recently had been filed by Bryan Rule and Brad Martin with an amendment of a previously
dismissed complaint, which we refer to as the “original complaint,” that originally had been brought by a number of the other
plaintiffs. The consolidated complaint raised claims for securities fraud, breach of contract, common law fraud, breach of fiduciary
duty, violations of the Illinois Consumer Fraud and Deceptive Trade Practices Act and tortuous interference with plaintiffs’ business
and contracts. The previously dismissed original complaint also had brought claims under the antitrust laws, and the dismissal
of those claims remains subject to appeal. With regard to the CBOE, the consolidated complaint alleged that the CBOE and the
other exchange defendants knowingly allowed the specialist defendants to discriminate against the plaintiffs’ electronic orders or
facilitated such discrimination, failed adequately to investigate complaints about such alleged discrimination, allowed the specialist
defendants to violate CBOE’s Rules and the rules of the SEC, failed to discipline the specialist defendants, falsely represented and
guaranteed that electronically entered orders would be executed immediately and knowingly or recklessly participated in, assisted
and concealed a fraudulent scheme by which the defendants supposedly denied the customers the electronic executions to which
they claim they were entitled. Plaintiffs sought unspecified compensatory damages, related injunctive relief, attorneys’ fees and
other fees and costs. On September 13, 2006, the Court dismissed the consolidated complaint in its entirety and entered judgment
in favor of all defendants. On September 29, 2006, plaintiffs filed a motion to reconsider in which they requested that the court
either amend or vacate the September 13 judgment and allow them to file a further amended consolidated complaint. Plaintiffs
simultaneously appealed the dismissal of both the consolidated complaint and the original complaint. On March 22, 2007, the Court
denied plaintiffs’ request to reconsider the dismissal of the claims against CBOE and held that the prior dismissal of those claims,
with prejudice, would stand. The Court, however, granted plaintiffs’ motion to reconsider the dismissal of the claims against the
Specialist Defendants and ordered plaintiffs to file another amended complaint asserting only their claims against the Specialist
Defendants. While the dismissal of the claims against CBOE is ultimately subject to appeal, that appeal cannot proceed until after
the Court resolves all of the claims against the Specialist Defendants.
Index Options Litigation
On November 2, 2006, the ISE and its parent company filed a lawsuit in federal court in the Southern District of New York against
The McGraw-Hill Companies, Inc. (“McGraw-Hill”) and Dow Jones & Co. (“Dow Jones”), the owners, respectively, of the S&P 500
Index and the DJIA, which are the basis for index options, or “SPX options” and “DJX options,” respectively, that the CBOE trades
pursuant to exclusive licenses from McGraw-Hill and Dow Jones. The CBOE is not a party in this lawsuit. The ISE seeks a judicial
declaration that it may list and trade SPX and DJX options without a license and without regard to the CBOE’s exclusive licenses
to trade options on those indexes, on the ground that any state-law claims based on the unlicensed listing of SPX and DJX options
allegedly would be preempted by the federal Copyright Act and because McGraw-Hill and Dow Jones supposedly cannot state an
actionable copyright claim. McGraw-Hill and Dow Jones filed a motion to dismiss this action on December 22, 2006, on the ground
that there is no federal jurisdiction over this dispute. This motion has not been decided. Consistent with the jurisdictional position of
McGraw-Hill and Dow Jones, those parties joined with the CBOE to file a state court action in Illinois on November 15, 2006 against
the ISE and OCC (the “Illinois action”). In the Illinois action, the CBOE and the other plaintiffs seek a judicial declaration that the
ISE may not list, or offer trading of, SPX or DJX options because of both the proprietary rights of McGraw-Hill and Dow Jones in the
underlying indexes and the CBOE’s exclusive license rights to trade such options. The Illinois action alleges that the ISE’s threatened
action would misappropriate the proprietary interests of McGraw-Hill and Dow Jones and the exclusive license rights of the CBOE,
would interfere with the CBOE’s prospective business relationships with its members firms and customers and would constitute
unfair competition. On December 12, 2006, the ISE removed the Illinois action to federal court in the Northern District of Illinois. On
December 15, 2006, the CBOE and the other plaintiffs in the Illinois action moved to remand the matter to the Illinois state court on
the ground that there is no federal jurisdiction over the claims. The federal court granted the motion to remand the Illinois action to
state court, where it is now pending. The ISE moved to dismiss the Illinois action on the alternative grounds of inconvenient forum
and the prior-pending suit it filed in New York. The CBOE and the other plaintiffs are opposing the ISE’s motion and the court is
scheduled to hear oral argument on May 15, 2007.
Patent Litigation
On November 22, 2006, the ISE filed an action in federal court in the Southern District of New York claiming that CBOE’s Hybrid
Trading System infringes ISE’s patent directed towards an automated exchange for trading derivative securities. On January 31,
2007, the CBOE filed an action in federal court in the Northern District of Illinois seeking a declaratory judgment that the ISE patent
that is the subject of the action in New York, and two other patents that the ISE had raised in communications with the CBOE, are
either not infringed and/or not valid and/or not enforceable against the CBOE. The ISE has not yet responded to this complaint.
On February 5, 2007, the CBOE filed a motion to transfer the matter pending in the Southern District of New York to federal court
in the Northern District of Illinois. Although briefing on the motion to transfer concluded on February 27, 2007, the venue issue
remains pending.
27 CBOE 2006
notes to consolidated financial statements (continued)
Other
As a self-regulatory organization under the jurisdiction of the SEC, and as a designated contract market under the jurisdiction of the
CFTC, CBOE and CFE are subject to routine reviews and inspections by the SEC and the CFTC. CBOE is also currently a party to
various other legal proceedings.
It is management’s belief that the expected outcome of any of the legal proceedings to which CBOE is currently a party will not
have a material impact on the consolidated financial position or results of operations of CBOE; however, litigation is subject to many
uncertainties, and the outcome of individual litigated matters is not predictable with assurance.
7. marketing fee
CBOE facilitates the collection and payment of marketing fees assessed on certain trades with payment accepting firms. Funds are
made available to Designated Primary Market Makers and Preferred Market Makers for order flow marketing. As of December 31,
2006 and 2005, respectively, amounts held by CBOE on behalf of others included an accounts receivable balance of $8.0 million
and $3.6 million.
8. income taxes
A reconciliation of the statutory federal income tax rate to the effective income tax rate, for the years ended December 31, 2006 and
2005 is as follows:
Statutory federal income tax rate
State income tax rate, net of federal income tax effect
Other permanent differences, net
Effective income tax rate
2006
35.0%
4.8%
1.7%
41.5%
The components of income tax expense for the years ended December 31, 2006 and 2005 are as follows (in thousands):
Current:
Federal
State
Total current
Deferred:
Federal
State
Total deferred
Total
2006
$ 28,109
6,386
34,495
(4,020 )
(556 )
(4,576 )
$ 29,919
2005
35.0%
4.8%
5.4%
45.2%
2005
8,357
1,508
9,925
(802 )
(125 )
(927 )
$
$ 8,998
At December 31, 2006 and 2005, the net deferred income tax liability approximated (in thousands):
Deferred tax assets
Deferred tax liabilities
Net deferred income tax liability
$
7,098
27,464
$ 20,366
$
6,561
30,279
$ 23,718
Deferred income taxes arise principally from temporary differences relating to the use of accelerated depreciation methods
for income tax purposes, capitalization of internally developed software, funding of the VEBA trust, new partner investment in
OneChicago and undistributed earnings from CBOE’s investment in NSX.
9. deferred revenue
A fixed transaction fee program was in effect for the period October 1, 2004 through December 31, 2006. Under the 2006
program, Designated Primary Market-Makers (“DPMs”), electronic DPMs (“e-DPMs”), and Remote Market Makers (“RMMs”) could
elect to pay a fixed annual fee instead of being assessed transaction fees on a per contract basis for their DPM, e-DPM, and RMM
transactions in equity option classes. Six DPMs participated in the 2006 fixed fee program. The prepayment of the 2006 transaction
fees totaled $13.5 million during the first quarter of 2006. This amount was amortized and recorded as transaction fees revenue
each month during 2006.
Under the 2005 fixed transaction fee program, Designated Primary Market-Makers (DPMs) and electronic DPMs (e-DPMs) could
elect to pay a fixed annual fee instead of being assessed transaction fees on a per contract basis for their DPM, e-DPM, and Remote
Market Maker transactions only in equity option classes. Six DPMs participated in the 2005 fixed fee program. The prepayment
of the 2005 associated transaction fees totaled $10.5 million as of December 31, 2004, was recorded as deferred revenue. This
amount was amortized and recorded as transaction revenues monthly during 2005.
In December 2006 and 2005 CBOE collected $8.2 million and $7.9 million, respectively, representing annual regulatory fees
amortized over the twelve-month period of July through June. The amount included in deferred revenue as of December 31, 2006
and 2005 totaled $4.1 million and $3.9 million.
10. fair value of financial instruments
SFAS No. 107, Disclosures About Fair Value of Financial Instruments, requires disclosure of the fair value of certain financial
instruments. The carrying values of financial instruments included in assets and liabilities are reasonable estimates of their fair value
due to their short-term nature.
28 CBOE 2006
notes to consolidated financial statements (continued)
11. purchase of chicago board of trade (cbot) exercise right privileges
On April 26, 2005, CBOE initiated a purchase offer for a significant number of CBOT exercise right privileges. The exercise
right privilege is a separately transferable interest representing the exercise right component of a CBOT Full Membership. The
exercise right refers to the right of all CBOT Full Members to become CBOE members without the need to purchase an Exchange
membership. In order to utilize the exercise right, the holder of an exercise right privilege must also hold all other rights and
privileges represented by a CBOT Full Membership (including the interests issued in exchange for CBOT full memberships in the
corporate restructuring of CBOT implemented effective April 22, 2005). The purchase offer was made in order to give regular
members of the Exchange a greater interest in and control over CBOE, to limit the number of members able to have access to CBOE,
and to provide CBOE with more flexibility in managing its affairs. In May and June 2005, a total of 69 exercise right privileges were
purchased at a price of $100,000 per right. The $6.9 million total purchase price was paid utilizing working capital reserves. This
amount is reflected net of tax benefits of $2.1 million on the 2005 consolidated statements of income and retained earnings.
In August 2006, one exercise right privilege was purchased at a price of $135,000. This transaction is reflected net of tax benefits
of $41,000 on the 2006 consolidated statements of income and retained earnings.
12. subsequent events
The CBOE Stock Exchange, LLC (“CBSX”) was formed as a for-profit entity by five partners, including CBOE. On January 25, 2007,
the CBSX appointed a Board of Directors and trading operations began on March 5, 2007. CBOE holds four of nine seats on the
CBSX Board of Directors. CBOE received a 50% share in CBSX in return for non-cash property contributions representing a license
to use the CBOEdirect trading engine during the term of the company, a license to use the name CBOE Stock Exchange, LLC and
acronym CBSX in connection with the conduct of CBSX business, and a license to use the business plan and operations manual for
the conduct of CBSX business, as developed by CBOE, for the term of the company. Other partners invested a total of $25.0 million
in cash in CBSX. Other partners include Windmill Capital Holdings, LLC, LaBranche & Co., IB Exchange Corp., and SIG Specialists
Holdings, Inc.
report of independent registered public accounting firm
To the Board of Directors and Members of Chicago Board Options Exchange, Incorporated
Chicago, Illinois
We have audited the accompanying consolidated balance sheets of Chicago Board Options Exchange, Incorporated and subsidiaries
(the “Exchange”) as of December 31, 2006 and 2005, and the related consolidated statements of income and retained earnings
and of cash flows for the years then ended. These financial statements are the responsibility of the Exchange’s management. Our
responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).
Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing
audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of
the Exchange’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining,
on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.
In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of the Exchange
as of December 31, 2006 and 2005, and the results of their operations and their cash flows for the years then ended in conformity
with accounting principles generally accepted in the United States of America.
As discussed in Note 1 to the consolidated financial statements, the Exchange changed its method of accounting for Defined
Benefit Pension and Other Postretirement Plans in 2006 in order to conform to Statement of Financial Accounting Standards
No. 158.
Chicago, Illinois
April 4, 2007
29 CBOE 2006
office of the chairman
William J. Brodsky
Chairman of the Board
and
Chief Executive Officer
Edward T. Tilly
Executive Vice Chairman
(served August through
December)
Vice Chairman
(served January through
August)
John E. Smollen
Vice Chairman
(served August through
December)
Floor Director
Managing Director
Goldman Sachs
Edward J. Joyce
President
and
Chief Operating Officer
2006 board of directors
Robert J. Birnbaum
Public Director
Former President
New York Stock Exchange
American Stock Exchange
James R. Boris
Public Director
Retired Chairman and
Chief Executive Officer
EVEREN Securities, Inc.
(now Wachovia Securities)
Mark F. Duffy
Floor Director
Jonathan G. Flatow
At-Large Director
Managing Member
Cornerstone Trading, LLC
Vice President
S.G. Marx & Associates, Inc.
General Partner
Fugue
Janet P. Froetscher
Public Director
President and
Chief Executive Officer
United Way of
Metropolitan Chicago
Bradley G. Griffith
Floor Director
Principal
Specialists DPM, LLC
Stuart J. Kipnes
At-Large Director
President
Associated Options, Inc.
Duane R. Kullberg
Public Director
Former Chief Executive Officer
1980–1989
Arthur Andersen & Co., S.C.
30 CBOE 2006
James P. MacGilvray
Off-Floor Director
Executive Vice President
Fidelity Brokerage Company
R. Eden Martin
Public Director
Lead Director
Senior Counsel
Sidley Austin Brown & Wood
President
The Commercial Club
of Chicago
Roderick Palmore
Public Director
Executive Vice President,
General Counsel and
Secretary
Sara Lee Corporation
Thomas A. Petrone
Off-Floor Director
Managing Director
Global Equity Derivatives
Citigroup Global Markets, Inc.
Samuel K. Skinner
Public Director
Former Chairman of the Board
USF Corporation
Former Chief of Staff and
Former U.S. Secretary of
Transportation
Under President
George H.W. Bush
Mark Dooley (Not pictured)
Off-Floor Director
(served January through May)
Managing Director
Susquehanna International
Group, LLP
Executive Vice President
Global Execution Brokers, LP
Carole E. Stone
Public Director
Former Director
New York State
Division of the Budget
Thomas H. Patrick, Jr. (Not pictured)
Off-Floor Director
Managing Director
Equity Linked Trading
Merrill Lynch & Co., Inc.
William R. Power
Lessor Director
Member
Chicago Board Options
Exchange
Susan M. Phillips
Public Director
Former Governor
Federal Reserve Board
Dean
School of Business and
Public Management
The George Washington
University
Howard L. Stone
Public Director
Retired Senior Managing
Director
American Express Tax and
Business Services
Eugene S. Sunshine
Public Director
Senior Vice President
Business and Finance
Northwestern University
31 CBOE 2006
standing committees of the board
executive
committee
William J. Brodsky
Chairman
Robert J. Birnbaum
Stuart J. Kipnes
R. Eden Martin
Thomas A. Petrone
Susan M. Phillips
William R. Power
John E. Smollen
Eugene S. Sunshine
Edward T. Tilly*
floor directors
committee
John E. Smollen
Chairman**
Edward T. Tilly
Chairman*
Mark F. Duffy
Jonathan G. Flatow
Bradley G. Griffith
Stuart J. Kipnes
William R. Power+
Antanas Siurna
Svebor Smolic
J. Todd Weingart
Trevor Weinberg
arbitration committee
Thomas R. Beehler
Chairman
Alexander M. Ackerhalt
Daniel Baldwin
Henry Y. Choi
Terrence E. Cullen
David A. Dobreff
Stephen P. Donahue
David J. Drummond
Douglas H. Edelman
Brian H. Egert
Jonathan G. Flatow
Mark R. Fluger
Brian H. Force
Ann Grady
Emily Grandt
Allen D. Greenberg
Mark M. Grywacheski
Thomas A. Hamilton
Michael P. Held
Andrew J. Hodgman
Paul J. Jiganti
Joseph G. Kinahan
John A. Koltes
Kevin R. Lawless
Craig R. Luce
Kathleen McCullough
Patrick J. McDermott
Edward P. McFadden III
Brock R. McNerney
Thomas J. Mitchell
Joseph D. Mueller
Daniel W. Murphy
John V. Nash
Sondra Rabin
Duncan W. Robinson
James P. Rouzan
Bill Shimanek
Thomas E. Stern
Kevin S. Sullivan
Fred Teichert
J. Todd Weingart
audit
committee
Howard L. Stone
Chairman
Jonathan G. Flatow
Bradley G. Griffith
Duane R. Kullberg
R. Eden Martin++
Roderick Palmore
Carole E. Stone
compensation
committee
Eugene S. Sunshine
Chairman
James R. Boris
Janet P. Froetscher
Bradley G. Griffith
James P. MacGilvray
R. Eden Martin++
William R. Power
John E. Smollen
Howard L. Stone
Edward T. Tilly*
committees of the membership
allocation committee
Daniel P. Carver
Chairman
Richard W. Fuller, Jr.
Vice Chairman
David C. Adent
Edward J. Barry
John F. Burnside
Henry Y. Choi
Matthew J. Filpovich
Joseph A. Frehr
Bradley G. Griffith
Aaron T. Leider
Benjamin R. Londergan
Daniel C. Mandernach
Kenneth D. Mueller
John P. O’Grady
Joseph P. Perona
Frank P. Tenerelli
Richard E. Tobin
appeals committee
Patrick J. McDermott
Chairman
B. Michael Kelly
Vice Chairman
Alexander M. Ackerhalt
Courtney T. Andrews
Thomas R. Beehler
Henry Y. Choi
Terrence E. Cullen
Brian M. Dowd
David J. Drummond
Douglas H. Edelman
Jonathan G. Flatow
Patrick V. Gleason
Ann Grady
Allen D. Greenberg
Mark M. Grywacheski
Andrew J. Hodgman
Paul J. Jiganti
Richard J. Kevin
Michael T. Lyons
John V. Nash
John B. Niemann
Daniel J. O’Shea
Douglas W. Prskalo
James P. Rouzan
J. David Short
32 CBOE 2006
governance
committee
Robert J. Birnbaum
Chairman
William R. Power
Vice Chairman
James R. Boris
Mark Dooley***
Mark F. Duffy
Janet P. Froetscher
Stuart J. Kipnes
Duane R. Kullberg
R. Eden Martin++
Samuel K. Skinner
regulatory oversight
committee
Susan M. Phillips
Chairwoman
Robert J. Birnbaum
Duane R. Kullberg
R. Eden Martin++
Roderick Palmore
Samuel K. Skinner
business conduct
committee
Bruce I. Andrews
Chairman
Richard A. Bruder
Steven M. Chilow
John M. Conway
Raymond P. Dempsey
Douglas H. Edelman
John Felber
Richard I. Fremgen
Philip N. Hablutzel
Wendy A. Massa
Scott K. Shaw
Margaret E. Wiermanski
J. Slade Winchester
election committee
Joanne Moffic-Silver
Chairwoman
Jaime Galvan
Stanley E. Leimer
equity market
performance committee
John E. Smollen
Chairman
Kenneth D. Mueller
Vice Chairman
John J. Colletti
Richard S. Dooley
Elizabeth A. Esposito
Michael G. Felty
James P. Fitzgibbons
Michael D. Freund
Daniel S. Kim
Benjamin R. Londergan
Gavin M. Lowrey
Sean P. Moran
Mark D. Oakley
Edward L. Provost
Matthew W. Scott
Edmund J. Zarek
special committee of
independent directors
James R. Boris
Chairman
Duane R. Kullberg
R. Eden Martin
Eugene S. Sunshine
board task force
strategy and
implementation
task force
James R. Boris
Chairman
Mark F. Duffy
Duane R. Kullberg
James P. MacGilvray
R. Eden Martin++
William R. Power
John E. Smollen
Eugene S. Sunshine
Edward T. Tilly*
++
Ex Officio Non-Voting
Member as Lead Director
equity options
procedure committee
Stuart J. Kipnes
Chairman
Barton D. Bergman
Anthony J. Carone
Daniel P. Carver
Stephen M. Dillinger
Eric J. Henschel
Frank A. Hirsch
Paul J. Jiganti
William P. Lynn
David Miller
Anthony Montesano
Benjamin E. Parker
Ethan H. Schwartz
James C. Tharin, Jr.
financial planning
committee
Bradley G. Griffith
Chairman
Dennis A. Carta
Alan J. Dean
Mark F. Duffy
Jonathan G. Flatow
Fred O. Goldman
Jeffrey T. Kaufmann
I. Patrick Kernan
Stuart J. Kipnes
William R. Power
John M. Ruth
John E. Smollen
Edward T. Tilly*
floor officials committee
Raymond P. Dempsey
Chairman
George F. Stafford, Jr.
Vice Chairman
Edward F. Bretter
Patrick J. Caffrey
James K. Corsey
Brian Eggener
Corey L. Fisher
Thomas G. Foertsch
Bradley G. Griffith+
Michael J. Hayes
*
Served January through August
**
Served August through December
***
Served January through May
+
Non-Voting Member
committees of the membership (continued)
index options
procedure committee
Richard E. Tobin
Chairman
Timothy P. Feeney
Vice Chairman
Timothy S. McGugan
Vice Chairman
Salvatore J. Aiello
Eoin T. Callery
Matthew J. Filpovich
Martin H. Galivan
Sean W. Haggerty
Colby D. Lamberson
Emmanuel L. Liontakis
James W. Lynch
Richard T. Marneris
Michael P. McGuire
Sean P. McKeough
Brian L. Meister
Keith G. Siemiawski
Eileen Smith
Scott F. Tinervia
Craig R. Johnson
John T. Kark
Burt J. Robinson
Beverly Warren Shaw
John E. Smollen+
Edward T. Tilly*
Daniel C. Zandi
Robert J. Zaremba
index market performance
committee
Jonathan G. Flatow
Chairman
Joseph F. Sacchetti
Vice Chairman
Larry S. Beebe
William J. Ellington
Jacques F. Fernandes
Richard W. Fuller, Jr.
Robert A. Hocking
Daniel R. Hustad
Paul Kepes
I. Patrick Kernan
Jeffrey L. Klein
Charles A. Maylee
David R. Melam
Christopher Nevins
Daniel J. O’Shea
Douglas W. Prskalo
Steven M. Quirk
David A. Scatena
Thomas J. Siurek
nominating committee
Terrence J. Andrews
Chairman
Dennis A. Carta
Daniel P. Carver
Steven M. Chilow
Timothy P. Feeney
Richard W. Fuller, Jr.
J. Douglas Gray
Jeffrey S. Kirsch
John M. Streibich
Pamela B. Strobel
product development
committee
Boris Furman
Chairman
Jacob D. Bricker
Anthony J. Carone
Eric H. Chern
Jonathan G. Flatow
Jeffrey J. Kupets
Joseph Levin
Gary Morton
Israel “Izzy” Nelken
Martin P. O’Connell
Dominic J. Salvino
lessors committee
William R. Power
Chairman
John M. Streibich
Vice Chairman
Anthony P. Arciero
Lawrence J. Blum
Steve Fanady
Norman S. Friedland
Peter C. Guth
Paul J. Jiganti
Ruth I. Kahn
Stuart D. Katz
Jeffrey S. Kirsch
Richard A. Lund
Michael M. Mondrus
Michael J. Post
Robert Silverstein
membership committee
Mary Rita Ryder
Chairwoman
Anthony P. Arciero
Terrence G. Boyle
Robert B. Gianone
Michael J. Guzy, Jr.
John J. Karp
Stanley E. Leimer
Jeffrey H. Melgard
Steven Padley
Gregg M. Rzepczynski
Stuart D. Saltzberg
Thomas E. Stern
Sean C. Sullivan
Robert J. Wasserman
advisory/managing directors committee
Joseph Bile
Oppenheimer & Co. Inc.
Joseph Dattolo
Pershing LLC
Edward Lynn
UBS Financial Services, Inc.
Peter Bottini
optionsXpress Holdings, Inc.
Brian Falls
Scottrade, Inc.
Anthony McCormick
Charles Schwab Corp.
James Boyle
UBS Financial Services, Inc.
Jack Boyle
Penson Financial Services,
Inc.
Richard Gueren
Morgan Stanley & Co.,
Incorporated
Jay Hanlon
Merrill Lynch & Co., Inc.
Andrew McLeod
Citigroup Global Markets, Inc.
Kurt Muller
National Financial Services
LLC
Joseph Sellitto
Susquehanna International
Group
Scott Spears
Wachovia Securities, LLC
Thomas Stotts
RBC Dain Rauscher Inc.
James Swartwout
E*Trade Financial Corporation
Jeffrey Capretta
Bear, Stearns & Co., Inc.
Lawrence Hanson
Merrill Lynch & Co., Inc.
Kevin Murphy
Citigroup Global Markets, Inc.
Joseph Valenza
Lehman Brothers, Inc.
Patrick Carroll
Compass Execution Services
Michael Juneman
Citadel Investment Group
Michael Domka
Interactive Brokers LLC
Ronald Kessler
A.G. Edwards & Sons, Inc.
Christopher Nagy
Ameritrade/Advanced
Clearing
J. P. Xenakis
Goldman Sachs
clearing member firms
ADP Clearing & Outsourcing
Services Inc.
A.G. Edwards & Sons, Inc.
Banc of America Securities,
LLC
Bear, Stearns Securities Corp.
BNP Paribas Securities Corp.
Calyon Financial Inc.
Charles Schwab & Co., Inc.
CIBC World Markets Corp.
Citadel Trading Group LLC
Citigroup Global Markets, Inc.
Compass Professional
Services LLC
Credit Suisse Securities USA
LLC
Daiwa Securities America Inc.
Deutsche Bank Securities Inc.
Electronic Brokerage Systems,
LLC
Fimat USA, LLC
First Clearing, LLC
Fortis Clearing Americas LLC
Goldman Sachs & Co.
Goldman Sachs Execution &
Clearing LP
HSBC Securities (USA) Inc.
Interactive Brokers LLC
J.J.B. Hilliard, W.L. Lyons,
Inc.
J.P. Morgan Securities, Inc.
KV Execution Services, LLC
Lakeshore Securities, LP
Lehman Brothers, Inc.
Lek Securities Corporation
Man Securities Inc.
Merrill Lynch, Pierce, Fenner
& Smith Inc.
Merrill Lynch Professional
Clearing Corp.
Morgan Stanley & Co.,
Incorporated
Morgan Stanley DW Inc.
National Financial Services
LLC
Nomura Securities
International, Inc.
Oppenheimer & Co. Inc.
optionsXpress, Inc.
Penson Financial Services,
Inc.
Pershing LLC
Raymond James &
Associates, Inc.
RBC Capital Markets
Corporation
RBC Dain Rauscher Inc.
Refco Securities, LLC
Robert W. Baird & Co.
Incorporated
SG Americas Securities, LLC
Stephens Inc.
Stifel, Nicolaus & Company,
Incorporated
Timber Hill LLC
TradeLink LLC
TradeStation Securities, Inc.
UBS Clearing Services
Corporation
UBS Financial Services Inc.
UBS Securities, LLC
Ziv Investment Company
33 CBOE 2006
Edward T. Tilly
Vice Chairman
Chicago Board Options
Exchange
(served January through
August)
cboe futures exchange board of directors
William J. Brodsky
Chairman and
Chief Executive Officer
Chicago Board Options
Exchange
Lawrence J. Blum
Lessor Member
Chicago Board Options
Exchange
Michael Gorham
Professor of Finance
Illinois Institute of Technology
Former Director
Commodity Futures Trading
Commission Division of
Market Oversight
Edward J. Joyce
President and
Chief Operating Officer
Chicago Board Options
Exchange
Thomas Kloet
Senior Vice President and
Chief Operating Officer
Fimat USA, Inc.
Gerald T. McNulty
Managing Director
Merrill Lynch, Pierce, Fenner
& Smith, Inc.
Susan M. Phillips
Dean and Professor of
Finance
School of Business and
Public Management
The George Washington
University
Former Chairman
Commodity Futures Trading
Commission
John E. Smollen
Vice Chairman
Chicago Board Options
Exchange
(served August through
December)
executive officers and staff officials
executive
William J. Brodsky
Chairman and
Chief Executive Officer
Edward T. Tilly
Executive Vice Chairman
(served August through
December)
Vice Chairman
(served January through
August)
John E. Smollen
Vice Chairman
(served August through
December)
Edward J. Joyce
President and
Chief Operating Officer
business development
Edward L. Provost
Executive Vice President
Thomas A. Brady
Vice President
Member Trading Services
Cynthia Elsener
Vice President
Internet Marketing
cboe futures exchange
Andrew B. Lowenthal
Managing Director
CBOE Futures Exchange
Vice President
Business Development, CBOE
cboe stock exchange
David F. Harris
President
corporate communications
Carol E. Kennedy
Vice President
corporate planning
and research
Richard G. DuFour
Executive Vice President
Eric Frait
Vice President
Strategic Planning
Joseph Levin
Vice President
Research and
Product Development
finance and
administration
Alan J. Dean
Executive Vice President and
Chief Financial Officer
Daniel R. Hustad
Vice President
Market Quality Assurance
and DPM Administration
LuAnn O’Shea
Vice President
Facilities
legal
Joanne Moffic-Silver
Executive Vice President,
General Counsel and
Corporate Secretary
Arthur B. Reinstein
Deputy General Counsel
J. Patrick Sexton
Associate General Counsel
regulatory services
Patrick Fay
Senior Vice President
Member and Regulation
Services
Timothy H. Thompson
Senior Vice President and
Chief Regulatory Officer
Douglas E. Beck
Vice President
Market Regulation
Gautam Roy
Vice President
Software
Curt Schumacher
Vice President and
Chief Technology Officer
Systems Operations
trading operations
Philip M. Slocum
Executive Vice President
Gail Flagler
Vice President
Reporting Services
John T. Johnston
Vice President
Execution and
Reporting Services
Thomas P. Knorring
Vice President
Trade Processing
Lawrence J. Bresnahan
Vice President
Member Firm Regulation
Anthony Montesano
Vice President
Trading Systems Development
Margaret E. Williams
Vice President
Regulatory Services Division
Michael Todorofsky
Vice President
Market Operations
systems
Gerald T. O’Connell
Executive Vice President and
Chief Information Officer
Timothy T. Watkins
Vice President
Trading Systems Development
Matthew T. Moran
Vice President
Institutional Marketing
Debra L. Peters
Vice President
The Options Institute
Donald R. Patton
Controller and Vice President
Accounting
Mark S. Novak
Vice President and
Chief Technology Officer
Systems Development
James P. Roche
Vice President
Market Data Services
Larry L. Pfaffenbach
Vice President
Systems Planning
Roberta J. Piwnicki
Vice President
Systems Development
William J. White, Jr.
Vice President
Member Trading Services
Deborah Woods
Vice President
Human Resources
34 CBOE 2006
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©2007 Chicago Board Options
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All rights reserved.
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