Filed by CBOE Holdings, Inc.

pursuant to Rule 425 under the Securities Act of 1933, as amended

Subject Company: CBOE Holdings, Inc.

Subject Company’s Commission File No.: 333-140574

On July 30, 2009, the Chicago Board Options Exchange, Incorporated issued the following information circular.

IC09-220

July 30, 2009

Chicago Board Options Exchange (CBOE) reported total revenues of $109.4 for the quarter ended June 30, 2009, an increase of 12 percent compared with $97.6 million for the same period a year ago.  Income before income taxes was $47.5 million, up 8 percent compared with the second quarter of 2008.  For the first half of 2009, total revenues increased 3 percent to $207.9 million and income before income taxes declined 9 percent to $87.9 million versus the prior year.  CBOE’s financial results for the second quarter and first six months of 2009 included $8.3 million of revenue recognized in the second quarter for access fees assessed to certain temporary members for the first six months of 2009.

Review of Second-Quarter 2009 Financial Results:

Total revenues for the second quarter increased $11.8 million, or 12 percent, primarily due to higher other member fees and volume-related transaction fees, which increased by $9.6 and $4.2 million, respectively. These increases were partially offset by decreases in investment income and other revenues of $1.4 and $1.7 million, respectively.  The key factors influencing the change in revenues were as follows:

·                  The increase in other member fees primarily resulted from the recognition of $8.3 million in temporary member access fees and $1.3 million in interim trading permit revenue.  Based on the receipt of the Memorandum Opinion from the Delaware Court approving the Exercise Right

Settlement Agreement, CBOE, in the second quarter of 2009, recognized as revenue the access fees assessed to temporary members for the first six months of 2009 that will not be subject to the fee-based payments under the Settlement Agreement.  The interim trading permit program started in July 2008.

·                  Transaction fees increased 5 percent, driven by an 8-percent increase in trading volume for the second quarter of 2009 net of a 2-percent decline in the average transaction fee per contract.  Total options contracts traded for the quarter were 296.9 million compared with 275.2 million in last year’s second quarter.  CBOE’s total average contracts traded per day for the second quarter was up 10 percent to 4.71 million versus last year’s average of 4.30 million.  The average total transaction fee per contract was $0.272 for the quarter, down from $0.278 in the second quarter of 2008.  This decrease reflects a shift in the volume mix, with a lower percentage of CBOE’s total volume coming from its higher-margin product categories during the quarter and the impact of fee waivers implemented for certain transactions in response to competitive fee changes.  These factors have put some downward pressure on per-contract transaction fees.

·                  The drop in investment income in the quarter was due to lower yields on investments resulting from significantly lower interest rates.

·                  Other revenue declined due to lower revenue from order routing cancel fees and Internet advertising associated with CBOE’s website.

Expense Analysis; Excluding C2 Expenses Margin Percent Flat Year-Over-Year

Although total expenses increased $8.2 million, or 15 percent, for the second quarter of 2009 compared with 2008, CBOE continues to focus on disciplined expense management while prudently funding growth initiatives.  The key variables impacting expenses were:

·                  Trading volume incentives increased $3.4 million for the second quarter as a result of higher costs incurred for a designated primary market maker (DPM) linkage program and a liquidity provider program. The DPM market linkage program reimburses DPMs for the cost of linking customer orders to markets at other exchanges. The liquidity provider rebate program provides incentives to market participants for executing orders at CBOE as opposed to routing to away markets.

·                  Employee costs increased $2.7 million, mainly due to higher accrued expenses for projected 2009 incentive awards as compared to the second quarter of 2008, an increase in the number of employees, and pay increases granted in the third quarter of 2008.  CBOE had 596 employees at June 30, 2009 compared with 578 at the end of June 2008.  This increase primarily reflects employees hired to support C2, CBOE’s all-electronic exchange, which is expected to launch in late 2009 or early 2010.

·                  Data processing expenses were up $1.1 million principally due to higher data center costs and disaster recovery and hosting expenses, attributed primarily to C2.

·                  Expenses related to outside services increased $0.5 million from last year’s second quarter.  This increase primarily reflected higher consulting costs for systems and software development, partially offset by lower legal fees.

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CBOE’s operating margin for the quarter, representing income before taxes as a percentage of total revenues, decreased to 43.4 percent from 45.0 percent for the second quarter of 2008, as expenses increased at a higher rate than revenues.  Excluding incremental expenses incurred for C2 during both the second quarter of 2009 and 2008, the operating margin percent was the same for each period.

Net income for the second quarter increased to $28.1 million, up 11 percent compared with $25.4 million in last year’s second quarter.

Overview of First-Half 2009 Financial Results

For the first six months of 2009, total revenues rose 3 percent mainly resulting from higher other member fees and volume-related transaction fees, which increased by $11.1 and $1.6 million, respectively.  These increases were partially offset by decreases in investment income and other income of $3.2 and $3.1 million, respectively.

Total options trading volume through June 2009 was up 2 percent to 570.0 million contracts compared with 557.8 million contracts last year.  CBOE’s average contracts traded per day increased to 4.60 million compared with 4.46 million, up 3 percent versus the first six months of 2008.  The total average transaction fee per contract was $0.281 through June 2009, down 1 percent from $0.285 for the six months ended June 30, 2008.

Expenses for the first six months of 2009 increased $14.8 million, or 14 percent, to $120.0 million compared with last year. This increase primarily was attributable to higher employee costs of $3.8 million, data processing expenses of $1.4 million, outside services costs of $2.1 million, trading volume incentives of $5.6 million and facilities costs of $1.0 million.

The increase in expenses, partially offset by growth in revenues, resulted in a decrease in CBOE’s operating margin to 42.3 percent for the six months ended June 30, 2009 from 47.9 percent in the same period for 2008.

For the six months ended June 30, 2009, CBOE reported net income of $52.4 million, a decrease of 6 percent from $56.0 million in the same period a year ago.  The decrease in net income was due to the net effect of a 14-percent increase in expenses for the first six months of 2009 partially offset by 3-percent growth in revenues and a lower effective tax rate compared with the same period in 2008.

Strong Balance Sheet and Liquidity Position

At June 30, 2009, CBOE had $339.9 million of available cash and cash equivalents on its balance sheet and no debt.  In addition, at the end of June, the balance sheet included restricted cash of $26.7 million, which represents deferred revenue from access fees paid by temporary members.  Working capital, defined as current assets minus current liabilities, increased by $26.6 million and $50.2 million for the second quarter and six months ended June 30, 2009, respectively, to $320.5 million at June 30, 2009.

Cash flow from operations was $28.7 million for the quarter and $78.4 million for the first six months of 2009, versus $12.7 million and $83.3 million for the same periods in 2008.  Capital expenditures totaled $10.9 million for the second quarter and $20.8 million for the first half of 2009.  The majority of capital spending supports CBOE’s ongoing effort to upgrade and enhance its systems capacity and capabilities, including hardware and capitalized software.

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Questions may be directed to Debbie Koopman at 312-786-7136 or koopman@cboe.com or Alan Dean at 312-786-7023 or dean@cboe.com.

This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any state or jurisdiction in which an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

In connection with the proposed restructuring transaction, CBOE Holdings, Inc. (“CBOE Holdings”) has filed certain relevant materials with the United States Securities and Exchange Commission (SEC), including a registration statement on Form S-4. Members are encouraged to read the registration statement, including the proxy statement/prospectus that are a part of the registration statement, because it contains important information about the proposed transaction. Members are able to obtain a free copy of the proxy statement/prospectus, as well as the other filings containing information about CBOE Holdings and the Chicago Board Options Exchange, Incorporated (“CBOE”), without charge, at the SEC’s Web site, http://www.sec.gov, and the companies’ website, www.CBOE.com. In addition, CBOE members may obtain free copies of the proxy statement/prospectus and other documents filed by CBOE Holdings or the CBOE from CBOE Holdings by directing a request to the Office of the Secretary, CBOE Holdings, Inc., 400 South LaSalle Street, Chicago, Illinois 60605.

CBOE Holdings, the CBOE and their respective directors, executive officers and other employees may be deemed to be participants in the solicitation of proxies in connection with the proposed transaction. Information about the directors and executive officers of CBOE Holdings and of the CBOE is available in the prospectus/proxy statement.

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CHICAGO BOARD OPTIONS EXCHANGE, INC.

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

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CHICAGO BOARD OPTIONS EXCHANGE, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

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CHICAGO BOARD OPTIONS EXCHANGE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

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