Cboe Global Markets (CBOE) 10-K risk factor changes: FY2016 vs FY2015

The risks and uncertainties described below are those that we believe are material at this [removed: time.][added: time relating to our business and relating to the Merger.]

Any of these risks and uncertainties may materially and adversely affect our business, financial condition or results of operations, [removed: liquidity and] [added: liquidity,] cash [removed: flows.][added: flows and the Merger.]

We hold exclusive licenses to list securities index options on the S&P 500 Index, the S&P 100 Index, the Russell 2000 Index, as well as others, granted to us by the owners of such indexes and [added: based on which we] have developed our proprietary VIX methodology.

In [removed: 2015,] [added: 2016,] approximately [removed: 82.9%] [added: 88.2%] of our transaction fees were generated by our futures and index options, the overwhelming majority of which were generated by our exclusively-licensed products and products based on the VIX methodology.

As a result, our operating revenues are dependent in [added: large] part on the exclusive licenses we hold for these products and our ability to maintain our exclusive VIX methodology.

Although we and the index owners have prevailed in legal actions challenging our rights to exclusively license indexes, we may be subject to [removed: legal] [added: changes in the law] or other [removed: action] [added: actions] taken in the future that might impede our ability to exclusively [removed: license indexes.][added: offer trading in certain index options.]

In addition, indexes underlying [removed: certain of] our [removed: proprietary products] [added: products, including VIX and SPX,] may be licensed for use in [added: similar] OTC options.

As a result, trading in our [removed: proprietary] products could decrease due to competitive pressures from these [added: alternative] products.

| • | concerns over [removed: inflation and] wavering institutional or retail confidence levels; |

While we have entered into agreements under which FINRA [removed: and other SROs] with respect to our options exchanges, and NFA with respect to our futures exchange, provide certain regulatory services, we retain responsibility for the regulation of our TPHs.

If the SEC [added: or CFTC] were to find one of our programs of enforcement or compliance to be deficient, CBOE, C2 or CFE could be the subject of SEC or CFTC investigations and enforcement proceedings that may result in substantial sanctions, including revocation of an exchange's registration as a national securities exchange or DCM.

With respect to our proprietary products, we compete [removed: on price against] [added: with] futures exchanges and swap execution facilities that offer similar products and other financial [removed: institutions] [added: market participants] that [removed: write] [added: offer] over-the-counter derivatives.

In [removed: 2015, 2014] [added: 2016, 2015] and [removed: 2013,] [added: 2014,] approximately [removed: 71.9%, 70.9%] [added: 70.5%, 71.9%] and [removed: 69.4%] [added: 70.9%] of our operating revenues, respectively, were generated by our transaction-based business.

In recent years, the securities and futures industries have been subject to significant regulatory changes as a result of increasing government and public scrutiny [removed: in response to] [added: of] the [removed: global economic crisis.][added: securities and futures industries.]

Under the Collins Amendment to the Dodd-Frank Act, starting in 2015, [added: large] U.S. banks are required to [removed: use a new approach in order to] compute their risk weighted assets, which include exchange-traded options and futures.

These increased capital requirements may reduce trading in options and futures due to bank-affiliated [added: clearing members and] broker-dealers reducing their own trading, charging their customers more to [removed: trade or] [added: trade,] reducing the type or number of [removed: customers.][added: customers or withdrawing from the business of market-maker clearing.]

In [removed: 2012,] [added: 2016,] the SEC [removed: directed the SROs to submit] [added: approved] a plan to create, implement and maintain [removed: a consolidated audit trail,] [added: the CAT,] which would serve as a comprehensive audit trail of orders that will allow regulators to efficiently and accurately track all activity in Regulation NMS securities in the U.S. market.

In addition to increased regulatory obligations, implementation of [removed: a consolidated audit trail] [added: the CAT] could result in significant additional expenditures, including to implement any new technology to meet any plan's requirements.

Under European Union [removed: (“EU”)] [added: ("EU")] regulations, European banks [removed: must take] [added: and other European financial institutions become subject to] punitive capital charges if they transact options or futures through a non-qualifying clearinghouse.

OCC, our clearinghouse for options and futures, [removed: and other U.S. clearinghouses are] [added: is] not currently recognized as [added: a] qualified [removed: clearinghouses] [added: clearinghouse] by the EU.

The current deadline for the EU to [removed: grant equivalence to] [added: qualify] foreign clearinghouses [added: as equivalent] is June 15, [removed: 2016.][added: 2017.]

[removed: If OCC is not recognized as a qualified clearinghouse by the EU by June 15, 2016 or] [added: As] a [removed: subsequent deadline in the event that the current deadline is extended,] [added: result,] we could experience the loss of a significant number of European market participants [removed: or] [added: and] a [added: significant] reduction in trading activity on our markets, [removed: either of] which could have a material adverse effect on our business.

With respect to our multiply-listed products, our principal competitors are the [removed: twelve] [added: thirteen] other U.S. options exchanges.

Changes we have implemented in response to competitive pressures may not be successful in [added: maintaining or expanding our market share in those products in the future.]

| • | OCC is the sole provider of clearing on all of our exchanges. If it were unable to perform clearing services, or its clearing members were unable or unwilling to clear through OCC, transactions [removed: could] [added: would] likely not occur on our [removed: markets.] [added: markets or there may be delays.] |

An interruption or malfunction in or the cessation of an important service by a third party could cause us to halt trading in some or all of our products or our services, or [removed: make us unable to conduct other aspects of our business.]

We [added: and our licensors] may not be able to protect our [added: respective] intellectual property rights.

[removed: Moreover, if we were unable to obtain required licenses, we may not be able to redesign our] products, services or technologies to avoid infringement, which could materially adversely affect our business, results of operations or financial condition.

If we are unable to operate, monitor or maintain these systems and networks, program them so that they operate correctly and maintain the integrity of their data, or successfully transition from the CBOE Command platform to the new CBOE Vector [added: trading] platform, it could have a material adverse effect on our ability to conduct our business.

[removed: Despite the enhancements made to our disaster recovery facilities, there] [added: There] can be no guarantees that we will be able to open an efficient, transparent and liquid marketplace, if we can open at all.

In addition to other measures, we test our systems to confirm whether they will be able to handle anticipated present and future peak trading [removed: volume] [added: activity] or times of unusual market volatility.

If we cannot increase the capacity and capabilities of our systems to accommodate [removed: an] increasing [removed: volume of transactions] [added: trading activity] and to execute our business strategy, our ability to maintain or expand our businesses would be adversely affected.

[removed: Measures we implement for security and otherwise to provide for the confidentiality, integrity and reliability of our systems may prove to be] inadequate in preventing system failures or delays in our systems or communications networks, which could lower trading volume and have an adverse effect on our business, financial condition and operating results.

These fees accounted for [removed: 8.4%] [added: 8.0%] of our operating revenues in [removed: 2015.][added: 2016.]

Because of the complexity and risks associated with our business and the specialized knowledge required to conduct this business effectively, and because the growth in our industry has increased demand for qualified personnel, many of our employees could find employment at other firms if they chose to do so, [removed: particularly if we fail to continue to provide competitive levels of compensation.]

[removed: Further, proposals may include modifications to the taxation of financial products, including repealing the "60/40 Rule," which allows market-makers to pay a blend of capital gains and ordinary tax rates on their income, requiring all derivatives to be marked-to-market, and eliminating the exemption for "qualified covered calls."] If such [removed: proposals, a transaction tax or other tax change that detrimentally impacts options or futures trading] [added: proposals] were to become law, they could have a negative impact on the options and futures industry and [added: on] us by making transactions more costly to market participants, which may reduce trading.

In 2015, the Internal Revenue Service issued [added: final] and [removed: proposed new] [added: temporary] regulations under Section 871(m) that require dividend tax withholding for certain transactions completed by foreign [added: persons that could result in a reduction in trading by such foreign persons, either by their choice or as a result of brokers refusing to execute certain option trades for such] persons.

[removed: In addition to proposed tax changes that could affect our market participants, there] [added: There] has been a trend toward states changing [removed: the] income tax laws to increase the apportionment factors on which state income taxes are based and becoming more aggressive asserting nexus over corporations that are not domiciled in the state.

Risks Relating to Our Business

We have also experienced an increase in rulemaking and legislation that could affect our

business.

If the EU does not recognize OCC as a qualified clearinghouse by such date (or by a subsequent date in the event that the current deadline is extended), then European market participants that clear through OCC would become subject to punitive capital charges.

On June 23, 2016, the U.K. held a referendum in which voters approved an exit from the EU, commonly referred to as “Brexit.” As a result of the referendum, it is expected that the British government will begin negotiating the terms of the U.K.’s future relationship with the EU.

The Brexit vote resulted in regulatory uncertainty throughout the region and could adversely affect business activity, political stability and economic conditions throughout Europe.

Needs or preferences of investors could change leading to a migration to the market of some trades that today could be entered into on our exchanges.

make us unable to conduct other aspects of our business.

Moreover, if we were unable to obtain required licenses, we may not be able to redesign our

Measures we implement for security and otherwise to provide for the confidentiality, integrity and reliability of our systems may prove to be

particularly if we fail to continue to provide competitive levels of compensation.

In addition to proposed tax changes that could affect our market participants, like other corporations, we are subject to taxes at the federal, state and local levels, as well as in non-U.S. jurisdictions.

Changes in tax laws, regulations or policies could result in us having to pay higher taxes, which would in turn reduce our net income.

See “Risk Factors — Risks Relating to the Merger” for additional discussion of our risks related to the Merger.

In 2016, we made a majority investment in CBOE Vest, an investment manager focused on Target Outcome Investment strategies, a minority investment in CurveGlobal, a new interest rate derivatives venture of the LSEG and a number of major dealer banks, and made a minority equity investment in Eris, a U.S. - based futures exchange group offering swap futures as a capital-efficient alternative to over-the-counter swaps.

See also “Business-Strategic Partnership” for additional information regarding our strategic partnerships.

Risks Relating to the Merger

Failure to complete the proposed Merger within the expected timeframe or at all could have a material adverse impact on our business, financial condition and results of operations.

There can be no assurance that the Merger will occur.

The closing of the Merger is subject to certain conditions, including, among others, (i) the adoption of the Merger Agreement by the holders of at least a majority of the outstanding shares of Bats common stock entitled to vote thereon, (ii) approval of the issuance of shares of our common stock in the Merger by the holders of at least a majority of the shares of our common stock entitled to vote thereon and present in person or represented by proxy at the meeting of our stockholders called for such purpose, (iii) the expiration or earlier termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and regulatory approval by the SEC, Financial Industry Regulatory Authority and the U.K. Financial Conduct Authority, (iv) no court order or other legal restraint or prohibition preventing the consummation of the Merger or the Subsequent Merger or imposing a “burdensome effect” (as defined in the Merger Agreement) upon the consummation thereof, (v) the absence of any pending action commenced by a governmental or regulatory body wherein a judgment would reasonably be expected to prevent the consummation of the Merger or the Subsequent Merger or impose a burdensome effect upon the consummation thereof, (vi) receipt of tax opinions from counsel to each of us and Bats with respect to the treatment of the Merger and Subsequent Merger from a tax perspective, (vii) in the case of our obligation to effect the Merger, no exercise of appraisal rights by Bats stockholders holding more than 20% of the outstanding shares of Bats common stock, (viii) in the case of each party’s obligation to effect the Merger, the absence of a material adverse effect with respect to the other party since the date of the Merger Agreement and (ix) subject to materiality exceptions, the accuracy of the representations and warranties made by us, Merger Sub and Merger LLC, on the one hand, and Bats, on the other hand, and compliance by us, Merger Sub, Merger LLC and Bats in all material respects with our and their respective obligations under the Merger Agreement.

Although certain of these conditions have been satisfied, there can be no assurance that the remaining conditions to the closing of the Merger will be satisfied in a timely matter or at all.

In particular, before the proposed transactions contemplated by the Merger Agreement, including the Merger, may be completed, various clearances and approvals must be obtained from certain regulatory and governmental authorities.

These regulatory and governmental entities may impose conditions on the granting of such approvals.

Such conditions and the process of obtaining regulatory approvals could have the effect of delaying completion of the Merger or of imposing additional costs or limitations on the combined company following the Merger.

The regulatory approvals may not be received at all, may not be received in a timely fashion and may contain conditions on the completion of the Merger.

However, if any such conditions impose a “burdensome effect” as defined in the Merger Agreement, the parties may not be obligated to complete the Merger, and either Bats or we may have the right to terminate the Merger Agreement.

In addition, our and Bats’ obligations to complete the Merger are conditioned on the receipt of certain regulatory approvals or waiver by the other party of such condition.

Failure to complete the Merger could negatively impact our stock price and future businesses and financial results.

If the Merger is not completed, our ongoing business may be adversely affected, and we will be subject to several risks and consequences, including the following:

| | |

| --- | --- |

| • | we may be required, under certain circumstances, to pay Bats a termination fee of $110 million or reimburse Bats’ expenses up to $10 million under the Merger Agreement; |

| | |

| --- | --- |

| • | we will be required to pay certain costs relating to the Merger, whether or not the Merger is completed, such as legal, accounting, financial advisory and printing fees; |

| | |

| --- | --- |

| • | under the Merger Agreement, we are subject to certain restrictions on the conduct of our business prior to completing the Merger that may adversely affect our ability to execute certain of our business strategies; and |

| | |

| --- | --- |

We agreed with S&P that it may license one or more clearing agencies to clear OTC options based on the S&P 500 Index that meet certain criteria, and that S&P will compensate us for any transaction cleared under such a license based on the notional value of the transaction.

Although we expect these transactions to generate incremental revenue, the clearing of options on the S&P 500 Index that are traded OTC could lead to the migration to the OTC market of some trades that today would be entered into on our exchanges, and there can be no assurance that the revenue gained will replace the revenue lost due to any migration.

See "Business—Regulatory Environment and Compliance—Compliance—Securities Industry-CBOE and C2" for information regarding our regulatory responsibilities for CBSX.

Like nearly all of the other options exchanges, our options exchanges charge an options regulatory fee ("ORF") to TPHs based on the total number of customer contracts cleared by that TPH, regardless of the exchange on which the trade is executed.

Along with fines and other regulatory fees, the ORF revenues may only be used to support our regulatory functions.

We may face competitive pressures to further reduce or not increase the ORFs on our exchanges, and if we are unable to maintain or, if necessary, increase the ORFs, our results of operation may be adversely affected.

The SEC has also adopted Reg SCI and established working groups of exchanges to focus on improving market resiliency.

Meeting the requirements of Reg SCI or other regulations or mandates generated by these working groups could result in significant additional expenses, including for technology and compliance.

maintaining or expanding our market share in those products in the future.

Legislation has been proposed for the implementation of a transaction tax.

Unless substantive changes are made to the regulations, there may be a significant reduction in trading by foreign persons, either by their choice or due to brokers refusing to trade options for such persons.

In 2015, we acquired the market data services and trading analytics platforms of Livevol, Inc., we and Environmental Financial Products, LLC launched the American Financial Exchange, an electronic marketplace for small and mid-sized banks to lend and borrow short-term funds, and, in early 2016, we made a majority equity investment in Vest Financial Group Inc., an investment advisor that provides options-centric products.

CBOE Holdings, Inc. is the holding company for Chicago Board Options Exchange, Incorporated, CBOE Futures Exchange, LLC, C2 Options Exchange, Incorporated and other [removed: subsidiaries.][added: subsidiaries, including our majority ownership in CBOE Vest Financial Group, Inc.]

The Company operates [removed: three] [added: CBOE, CFE and C2 as] stand-alone exchanges, but reports the results of its operations in [removed: one] [added: a single] reporting segment.

C2 is our all-electronic exchange that also offers trading [removed: for] [added: of] listed options, and may operate with a different market model and fee structure than CBOE.

| • | Transaction fees accounted for [removed: 71.9%, 70.9%] [added: 70.5%, 71.9%] and [removed: 69.4%] [added: 70.9%] of total operating revenues for the years ended December 31, [removed: 2015, 2014] [added: 2016, 2015] and [removed: 2013,] [added: 2014,] respectively. |

| • | Index options and futures contracts accounted for [removed: 82.9%, 81.8%] [added: 88.2%, 82.9%] and [removed: 78.8%] [added: 81.8%] of our transaction fees for the years ended December 31, [removed: 2015, 2014] [added: 2016, 2015] and [removed: 2013,] [added: 2014,] respectively. |

| • | Our share of total U.S. exchange-traded options contracts for the year ended December 31, [removed: 2015] [added: 2016] was [removed: 27.1%,] [added: 27.7%, up from 27.1% in 2015 and] down from 29.9% [removed: and 27.9%] in [removed: 2014 and 2013, respectively.] [added: 2014.] |

| • | Operating expenses were [removed: 49.6%, 49.2%] [added: 54.7%, 49.6%] and [removed: 50.0%,] [added: 49.2%,] of total operating revenues for the years ended December 31, [removed: 2015, 2014] [added: 2016, 2015] and [removed: 2013,] [added: 2014,] respectively. |

| • | Compensation and benefits, representing our largest expense category, were [removed: 16.7%, 19.7%] [added: 17.2%, 16.7%] and [removed: 20.6%,] [added: 19.7%,] of total operating revenues for the years ended December 31, [removed: 2015, 2014] [added: 2016, 2015] and [removed: 2013,] [added: 2014,] respectively. |

| • | We intend to continue our efforts to expand the use of our products domestically and [removed: internationally. At the core of that effort is] [added: internationally through] extended trading hours in our exclusive index options and futures products and investor education. |

| • | We intend to continue to enhance our trading platform by continuing to invest in [removed: hardening] [added: enhancing] and augmenting the functionality and capacity of our trading systems and by developing the next generation of trading technology, CBOE Vector. [added: However, the launch of CBOE Vector on CFE is suspended due to the pending Merger.] |

Transaction fees are a function of many variables with the main three being: (1) exchange fee rates; (2) trading volume mix (products traded); and (3) transaction mix between [removed: order] [added: origin] type.

Because transaction fees are assessed on a per contract basis, transaction fee revenue is [removed: highly] correlated to the volume of contracts traded on the Company's exchanges.

The main products [removed: we] [added: that] trade [added: on our exchanges] are equity, index and ETP options and futures contracts.

The CBOE program contains a tier-based market-maker appointment system with different trading permits based on trading function and, in the case of market-makers, the assessment of a surcharge for certain CBOE proprietary [removed: products.][added: products and sliding scales for all Market-Maker and Floor Broker Trading Permits held by affiliated Trading Permit Holders and TPH Organizations that are used in any options classes other than certain proprietary indexes.]

[removed: Also included in this category are the] [added: The revenues generated by Livevol for] market data services and trading analytics platforms [removed: of Livevol which we acquired] [added: are also included] in [removed: August 2015.][added: this line item.]

The SEC requires that the revenues derived from certain of the fees from our regulatory functions, some of which are included in this revenue category, and regulatory [removed: fines] [added: fines,] must be used for regulatory purposes.

Expenses related to our regulatory functions are included in our operating expenses, mainly in compensation and benefits in 2014 and professional fees and outside services [added: starting] in [removed: 2015.][added: 2015 as a result of the transition of certain regulatory systems to FINRA.]

| • | Revenue generated through our order routing cancel fee [removed: (in] [added: (as of] 2015, we waived order routing cancel fees) and position transfer fee; |

| • | Revenue generated through regulatory service agreements with other options exchanges [removed: (in] [added: (as of] 2015, we no longer generated revenue from these regulatory service agreements); |

Compensation and benefits are our most significant [removed: expense] [added: expenses] and include salaries and benefits, stock-based compensation, incentive compensation, severance and employer taxes.

[added: |] Technology [removed: Support Services][added: support services | 22.4 | | | | 20.7 | | | | 1.7 | | | | 8.7 | % |]

Professional fees and outside services consist primarily of consulting services, which include: the supplementation of staff for activities primarily related to systems development and maintenance, legal, regulatory and [removed: audit and] [added: audit,] tax advisory [removed: services.][added: services and acquisition-related costs, consisting mainly of legal and professional fees.]

The Company has licenses with the owners of the S&P 500 Index, S&P 100 Index and certain other S&P indexes, the DJIA, [removed: the NASDAQ 100, MSCI and the] [added: MSCI,] FTSE Russell [removed: indexes.][added: indexes and certain other index products.]

These activities primarily include interest earned on the investing of excess cash, [added: interest expense related to outstanding debt facilities,] dividend income and equity earnings or losses from our investments in other business ventures.

The impact of, and any associated risks related to, these policies on our business operations is discussed throughout "Management's Discussion and Analysis of Financial Condition and Results of Operations." For a detailed discussion on the [added: application of these and other accounting policies, see Note [1](#sB3B1AC625EEC3A1926C21A191F7B6B5F) to our consolidated financial statements and related notes included elsewhere in this Annual Report on Form 10-K.]

In addition, the ASU provides guidance on accounting for certain revenue-related costs including when to capitalize costs associated with obtaining and fulfilling a [removed: contract.]

For public business [removed: entities, ASU No. 2015-17 is] [added: entities that are SEC filers, the amendments are] effective for [removed: annual periods, including interim periods within those annual periods,] [added: fiscal years] beginning after December 15, [removed: 2016.][added: 2017, and for interim periods within those fiscal years.]

[removed: For all other entities, ASU No. 2015-17] [added: This update] is effective for annual [removed: periods beginning after December 15, 2017,] and interim periods [removed: in annual periods] beginning after December 15, 2018.

| Total options [removed: average] revenue per contract | 0.328 | | | | 0.279 | | | | 17.6 | % |

Revenue generated from our market data services, which provide current and historical options and futures data, increased [removed: $0.6] [added: $1.5] million, resulting primarily from an increase in subscribers and fees for certain market data services.

Regulatory fees are primarily generated by the options regulatory fee that we charge on all Trading Permit Holder customer volume [removed: industry-wide, which decreased compared to the prior period and a decrease in regulatory fees received for other regulatory services, primarily related to CBOE Stock Exchange, LLC ("CBSX"), which ceased trading operations on April 30, 2014.][added: industry-wide.]

At December 31, [removed: 2015,] [added: 2016,] there were one hundred [removed: thirteen] [added: one] Trading Permit Holders that are clearing members of OCC.

Two clearing members accounted for [removed: 45%] [added: 42%] of transaction and other fees collected through OCC in [removed: 2015.][added: 2016.]

The next largest clearing member accounted for approximately [removed: 12%] [added: 14%] of transaction and other fees collected through OCC.

No one Trading Permit Holder using the clearing services of the top two clearing member firms represented more than [removed: 27%] [added: 21%] of transaction and other fees collected through OCC, for the respective clearing member, in [removed: 2015.][added: 2016.]

The increase in depreciation and amortization primarily resulted from capital spending to [removed: harden] [added: develop] and enhance our trading platform and operations and the acceleration of depreciation for certain assets that have a shorter than expected useful life.

Year ended December 31, [removed: 2014] [added: 2016] compared to the year ended December 31, [removed: 2013][added: 2015]

The following summarizes [removed: changes in] financial performance for the year ended December 31, [removed: 2014] [added: 2016] compared to [removed: 2013.][added: 2015.]

| | [removed: 2014] [added: 2016] | | | | [removed: 2013] [added: 2015] | | | | Inc./(Dec.) | | | | Percent Change | |

| Operating income percentage | [removed: 50.8] [added: 45.4] | | % | | [removed: 50.0] [added: 50.4] | | % | | | | | | | |

| • | On September 25, 2016, CBOE Holdings and Bats entered into the Merger Agreement. The completion of the Merger is subject to certain conditions, including, among others, receipt of certain regulatory approvals. The Merger is expected to close on February 28, 2017. For more information, see "Business—Pending Merger" above. |

| • | In connection with entering into the Merger Agreement, we entered into a commitment letter relating to a $1.65 billion senior unsecured 364-day bridge loan facility. In lieu of entering into the bridge loan facility, CBOE Holdings entered into a term loan agreement and completed a notes offering, securing $1.65 billion to finance the cash portion of its pending acquisition of Bats as well as the repayment of Bats' existing indebtedness. |

| • | On December 15, 2016, we entered into a $1.0 billion senior unsecured delayed draw term loan facility and on January 12, 2017, we issued $650 million aggregate principal amount of our 3.650% Senior Notes due 2027. |

| • | On December 15, 2016, we entered into a $150 million revolving credit facility to be used for working capital and other general corporate purposes. |

In addition, we believe the recently announced Merger squarely fits into our growth strategy outlined above to develop unique products, expand our customer base and leverage alliances that complement our core business.

Specifically, we believe that the Merger has the potential to significantly expand and diversify our product line across new asset classes, such as U.S. and European equities, ETF trading and global FX products, broaden our reach with Bats’ market-leading European presence and increase our non-transactional revenue stream, while enabling us to streamline the combined company’s technology and enhance our strong growth and margin profile.

contract.

Based on our evaluation of the standard, we do not expect a material impact on our revenue recognition practices.

A significant portion of our revenue is generated from fees associated primarily with the execution of a trade, transaction fees and regulatory fees, and revenue is recognized on the trade date as our performance obligation would be complete.

The revenue components that are not primarily associated with the execution of a trade, market data fees and exchange service and other fees, are also not expected to be impacted by the adoption of the new standard.

In most cases, our performance obligation is fulfilled on a monthly basis and does not require any additional requirements that would require performance beyond a monthly basis.

Therefore we do not expect a material impact on our revenue recognition policies as a result of the adoption of the new standard which the Company is considering early adoption prior to the effective date.

In February 2016, the FASB issued ASU 2016-02, Leases.

This update requires a lessee to recognize on the balance sheet a liability to make lease payments and a corresponding right-of-use asset.

The guidance also requires certain qualitative and quantitative disclosures about the amount, timing and uncertainty of cash flows arising from leases.

Early adoption is permitted.

In March 2016, the FASB issued ASU 2016-09, Compensation — Stock Compensation.

This standard simplifies several aspects of the accounting for stock-based payment transactions, including the recognition of excess tax benefits and deficiencies, the classification of those excess tax benefits on the statement of cash flows, an accounting policy election for forfeitures, the amount an employer can withhold to cover income taxes and still qualify for equity classification and the classification of those taxes paid on the statement of cash flows.

This update is effective for annual and interim periods beginning after December 15, 2016 and can be applied either prospectively, retrospectively or using a modified retrospective transition method, depending on the area covered in this update.

Early adoption is permitted.

In September 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230) — Classification of Certain Cash Receipts and Cash Payments (a consensus of the FASB Emerging Issues Task Force).

This standard addresses stakeholders’ concerns regarding diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows under Topic 230, Statement of Cash Flows, and other Topics.

In particular, ASU No. 2016-15 addresses eight specific cash flow issues in an effort to reduce this diversity in practice: (1) debt prepayment or debt extinguishment costs; (2) settlement of zero-coupon bonds; (3) contingent consideration payments made after a business combination; (4) proceeds from the settlement of insurance claims; (5) proceeds from the settlement of corporate-owned life insurance policies, including bank-owned life insurance policies; (6) distributions received from equity method investees; (7) beneficial interests in securitization transactions; and (8) separately identifiable cash flows and application of the predominance principle.

Note that early adoption is permitted for all entities, including adoption during an interim period.

The Company is in the process of evaluating this guidance, though we do not expect it will materially impact our consolidated balance sheets, statements of income, comprehensive income or cash flows.

In October 2016, the FASB issued ASU 2016-16, Accounting for Income Taxes:Intra-Entity Transfers of Assets other than Inventory.

The standard requires that the income tax impact of intra-entity sales and transfers of property, except for inventory, be recognized when the transfer occurs.

This update is effective for annual and interim periods beginning after December 15, 2017.

Early adoption is permitted.

The new standard should be applied by making a cumulative effect adjustment directly to retained earnings as of the beginning of period of adoption.The Company is in the process of evaluating this guidance, and considering early adoption, though we do not expect it will materially impact our consolidated balance sheets, statements of income, comprehensive income or cash flows.

| Total operating revenues | $ | 656.9 | | | $ | 634.5 | | | $ | 22.4 | | | 3.5 | % |

| Total operating expenses | 358.7 | | | | 314.6 | | | | 44.1 | | | | 14.0 | % |

| Operating income | 298.2 | | | | 319.9 | | | | (21.7 | | ) | | (6.8 | )% |

| Total other income/(expense) | 8.4 | | | | 4.1 | | | | 4.3 | | | | 105.2 | % |

| Income before income taxes | 306.6 | | | | 324.0 | | | | (17.4 | | ) | | (5.4 | )% |

| Income tax provision | 120.9 | | | | 119.0 | | | | 1.9 | | | | 1.6 | % |

| Net income | $ | 185.7 | | | $ | 205.0 | | | $ | (19.3 | ) | | (9.4 | )% |

| Net income allocated to common stockholders | $ | 184.9 | | | $ | 204.1 | | | $ | (19.2 | ) | | (9.4 | )% |

| • | The increase in total other income/(expense) was primarily driven by proceeds from the settlement of litigation. |

| | 2016 | | | | 2015 | | | | Inc./(Dec.) | | | | Percent Change | |

| • | In December 2014, we entered into an agreement with the Financial Industry Regulatory Authority ("FINRA") to provide a majority of regulatory services to the CBOE and C2 options markets. As a result of this agreement, we experienced a shift in expenses from compensation and benefits to professional fees and outside services. |

| • | On August 7, 2015, we acquired the market data services and trading analytics platform of Livevol, Inc. ("Livevol"), which included Livevol Core, Livevol Pro and Livevol X trading analytics platforms, as well as Livevol Enterprise and other market data solutions products. |

Access Fees

Beginning in mid-2013, CBOE implemented sliding scales for all Market-Maker and Floor Broker Trading Permits held by affiliated Trading Permit Holders and TPH Organizations that are used in any options classes other than certain proprietary indexes.

In December 2014, we entered into an agreement with the FINRA to provide certain regulatory services to the CBOE and C2 options markets.

Additionally, CBOE entered into a separate agreement with FINRA, under which it assigned to FINRA the responsibility to perform regulatory services for the Options Regulatory Surveillance Authority ("ORSA").

FINRA began performing the services on January 1, 2015.

application of these and other accounting policies, see Note 1 to our consolidated financial statements and related notes included elsewhere in this Annual Report on Form 10-K.

In September 2015, the FASB issued ASU-2015-16, Business Combinations.

This standard simplifies the accounting for adjustments made to provisional amounts recognized in a business combination.

First, it requires that the acquirer recognize

adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amount is determined.

The acquirer also should record, in the same period's financial statements, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date.

The amendments should be applied prospectively to adjustments to provisional amounts that are identified after December 15, 2015 and that are within the measurement period.

Upon transition, an entity would be required to disclose the nature of, and reason for, the change in accounting principle.

An entity would provide that disclosure in the first annual period of adoption and in the interim periods within the first annual period.

In November 2015, the FASB issued ASU-2015-17, Income Taxes- Balance Sheet Classification of Deferred Taxes.

This standard affects only entities that present a classified statement of financial position.

Deferred tax liabilities and assets will be classified as noncurrent in a classified statement of financial position and the current requirement that deferred tax liabilities and assets of a tax-paying component of an entity be offset and presented as a single amount remains the same.

Notably, ASU No. 2015-17 aligns the presentation of deferred income tax assets and liabilities with International Accounting Standard 1, Presentation of Financial Statements, which requires deferred tax assets and liabilities to be classified as noncurrent in a classified statement of financial position.

Earlier application is permitted for all entities as of the beginning of an interim or annual reporting period.

Entities are required to apply the proposed amendments prospectively to all deferred income tax liabilities and assets or retrospectively to all periods presented.

We decided to early adopt this standard on a retrospective basis for the period ended December 31, 2015 and the adoption did not have a material effect on our consolidated balance sheet.

In 2016, we expect exchange services and other fees to be higher as a result of the recognition of a full year of revenue generated by Livevol.

| Total operating revenues | $ | 617.2 | | | $ | 572.1 | | | $ | 45.1 | | | 7.9 | % |

| Total operating expenses | 303.4 | | | | 286.2 | | | | 17.2 | | | | 6.0 | % |

| Operating income | 313.8 | | | | 285.9 | | | | 27.9 | | | | 9.8 | % |

| Total other expense | (4.1 | | ) | | (2.2 | | ) | | 1.9 | | | | 90.2 | % |

| Income before income taxes | 309.7 | | | | 283.7 | | | | 26.0 | | | | 9.1 | % |

| Income tax provision | 120.0 | | | | 107.7 | | | | 12.3 | | | | 11.4 | % |

| Net income | $ | 189.7 | | | $ | 176.0 | | | $ | 13.7 | | | 7.8 | % |

| Net income allocated to common stockholders | $ | 188.4 | | | $ | 173.9 | | | $ | 14.5 | | | 8.4 | % |

| • | The increase in total other expense was primarily driven by an impairment charge of $3.0 million related to our investment in IPXI, partially offset by a reduction in equity losses in other investments. |

| Transaction fees | $ | 437.8 | | | $ | 397.2 | | | $ | 40.6 | | | 10.2 | % |

| Access fees | 59.3 | | | | 61.0 | | | | (1.7 | | ) | | (2.8 | )% |

| Exchange services and other fees | 38.0 | | | | 37.3 | | | | 0.7 | | | | 2.1 | % |

| Market data fees | 30.4 | | | | 24.9 | | | | 5.5 | | | | 22.2 | % |

| Regulatory fees | 37.1 | | | | 36.7 | | | | 0.4 | | | | 1.2 | % |

| Other revenue | 14.6 | | | | 15.0 | | | | (0.4 | | ) | | (3.1 | )% |

The increase in trading volume was across all product categories and the decrease in average revenue per contract primarily resulted from a shift in volume mix and an increase in volume based incentives.

As of December 31, [removed: 2015] [added: 2016] and [removed: 2014,] [added: 2015,] our cash and cash equivalents were [removed: $102.3] [added: $97.3] million and [removed: $147.9] [added: $102.3] million, respectively.

As of December 31, 2016, we had no long-term indebtedness.

However, as discussed above, we intend to incur significant indebtedness in connection with the Merger, a portion of which is expected to be incurred at variable rates of interest.

Accordingly, following the Merger, we expect to be exposed to the risk of increased interest rates unless we enter into offsetting hedging transactions.

We have no long-term or short-term debt.

CBOE Holdings, Inc. is the holding company for Chicago Board Options Exchange, Incorporated, CBOE Futures Exchange, LLC, C2 Options Exchange, Incorporated and other [removed: subsidiaries.][added: subsidiaries, including our majority ownership in CBOE Vest Financial Group Inc. ("CBOE Vest").]

The Company operates [removed: three] [added: CBOE, CFE and C2 as] stand-alone exchanges, but reports the results of its operations in [removed: one] [added: a single] reporting segment.

CFE, our all-electronic futures exchange, offers trading [removed: in] [added: of] futures on the VIX Index and other products.

C2 is our all-electronic exchange that also offers trading [removed: in] [added: of] listed options, and may operate with a different market model and fee structure than CBOE.

| | [added: 2016 | | |] 2015 | | | 2014 | | | 2013 | | | 2012 | | [removed: | 2011 | |]

| Equities | [added: 364,373,339 | | |] 392,982,051 | | | 488,580,906 | | | 433,777,204 | | | 494,289,301 | | [removed: | 516,136,937 | |]

| Indexes | [added: 433,256,044 | | |] 408,281,695 | | | 406,454,861 | | | 372,647,443 | | | 304,339,908 | | [removed: | 320,389,993 | |]

| Exchange-traded products | [added: 326,740,299 | | |] 320,997,251 | | | 379,742,163 | | | 341,023,209 | | | 311,792,122 | | [removed: | 368,364,057 | |]

| Total Options Volume | [added: 1,124,369,682 | | |] 1,122,260,997 | | | 1,274,777,930 | | | 1,147,447,856 | | | 1,110,421,331 | | [removed: | 1,204,890,987 | |]

| Futures | [added: 60,176,526 | | |] 51,671,188 | | | 50,615,435 | | | 40,193,447 | | | 23,892,931 | | [removed: | 12,041,102 | |]

| Total Contract Volume | [added: 1,184,546,208 | | |] 1,173,932,185 | | | 1,325,393,365 | | | 1,187,641,303 | | | 1,134,314,262 | | [removed: | 1,216,932,089 | |]

In [removed: 2015,] [added: 2016,] approximately [removed: 71.9%] [added: 70.5%] of our operating revenues were generated by transaction fee revenues.

In June 2010, CBOE [removed: demutualized (see "Restructuring Transaction") and] [added: demutualized,] CBOE, CFE and C2 became wholly-owned subsidiaries of CBOE [removed: Holdings.][added: Holdings and CBOE Holdings completed its initial public offering.]

While derivatives exist on a wide range of underlying assets and references, we currently focus on offering derivatives products on individual stocks, [removed: stock] indexes, exchange-traded funds, exchange-traded [removed: notes, interest rates,] [added: notes] and various benchmarks related to trading and investment strategies.

In the listed options market, there are currently options contracts covering approximately [removed: 3,900] [added: 3,700] underlying stocks, indexes and ETPs, among other products.

[added: Listed] options on equities and ETPs currently may be listed on all options exchanges, while trading in our proprietary products is [added: currently] limited to our exchanges.

[removed: These increases are] [added: This increase is] primarily due to increased [removed: interest in] trading [added: volume and fees generated by] our proprietary VIX options and futures and SPX options.

The number of U.S. options exchanges that we compete with has more than doubled over the past [removed: ten] [added: eleven] years, from five exchanges to [removed: twelve,] [added: fifteen,] in large part due to existing exchange holding companies opening new exchanges that offer different markets and pricing models on existing technology.

As the [added: listed options] business [removed: continues to expand,] [added: provides transaction processors with a new source of revenue for scalable systems,] and offers greater margins than the equity trading business, we expect that our competitors, or new entrants into the exchange business, may [added: continue to] open new options exchanges.

The options exchanges that we compete with set fees [added: and rebates] to attract multiply-listed options business to their exchanges, which has reduced the [added: net] revenue per contract that we generate from [removed: these] [added: multiply-listed] options.

Some exchanges have structured their options businesses in partnership with established market [removed: participants] [added: participants, such as consolidators,] and [added: other] order flow [removed: providers.][added: providers, while others offer specific payments for order flow, in addition to any economic incentives received from market-makers and other participants.]

| • | Innovative Products and Services. We have worked closely and collaboratively with market participants to introduce new products and services to meet the evolving needs of the derivatives industry, and plan to continue these efforts. Products we have developed [removed: including] [added: include] index options, options and futures on the VIX Index and other volatility indexes, short duration options, including Weeklys, FLexible EXchange Options ("FLEX options") and options strategy benchmark indexes. |

We also connect with a growing customer base through trading and educational resources, including the world-renowned CBOE Options Institute, and we recently became the first U.S. options exchange to trade options [removed: in] [added: during] non-U.S. trading hours.

| • | Strategic [removed: Relationships.] [added: Relationships and Partnerships.] We have entered into licensing agreements with index providers under which we have rights to create volatility indexes and offer options and futures products on their indexes. [added: We have also formed partnerships with key providers to develop new products and services.] See "Strategic [removed: Relationships."] [added: Relationships" and "Strategic Partnerships."] |

Our mission is to be the leader in providing innovative products [added: that facilitate and enhance trading in a global marketplace.]

| • | Expand Customer Base. We intend to continue our efforts to expand the use of our products domestically and internationally, by intensifying our business development efforts to target new retail investors and institutional investors, including pensions and endowments, and to inform them about how to trade our products, especially our proprietary products. We also intend to continue to offer investor education and wide educational resources for both retail and institutional customers through the CBOE Options Institute and through our comprehensive [removed: website. We have expanded, and intend to continue expanding, our educational offerings,] [added: website,] including through the annual CBOE Risk Management Conferences, now held [removed: annually] in the U.S., Europe and Asia. [removed: In 2016, we plan to further leverage our concentrated pool of liquidity for Russell 2000 Index ("RUT") options to increase trading among institutional traders while further expanding our customer base through joint marketing and educational efforts with our partners Frank Russell Company and FTSE International Limited (together, "FTSE Russell").] Further, offering extended trading hours in our exclusive products is at the core of our international expansion effort. In addition to extended trading hours for VIX [removed: futures, in 2015, we extended the trading hours for] [added: futures and] SPX and VIX options, [removed: adding a session each weekday that begins at 2:00 a.m. CT, to align with the opening] [added: in 2016 we began overnight dissemination] of [added: values for] the [removed: London markets, and ends at 8:15 a.m. CT.] [added: VIX Index.] We [removed: also plan to open] [added: opened] an office in London [added: and engaged a full-time consultant] in [added: Hong Kong in] 2016 to further support our expanding international business development efforts. |

| • | Develop Innovative Products that Leverage and Complement Core Products. We intend to license and create proprietary intellectual property to develop proprietary products that meet the needs of the derivatives industry, [removed: both] through [added: both] strategic relationships and internally developed products, while continuing to diversify our product line across asset classes. In [removed: 2015,] [added: 2016,] we continued to leverage partnerships with index providers to extend our product offering [removed: while also leveraging our VIX methodology to create new products,] [added: with products] such as [removed: VIX] [added: SPX] Weeklys [removed: options] [added: with Monday] and [removed: futures. CBOE also became in 2015 the exclusive U.S. provider of major FTSE Russell index options products] [added: Wednesday expirations] and [removed: continued to be the U.S. home for RUT options.] [added: Flex Options with Asian and Cliquet style settlements.] In addition, we launched new products on certain [removed: MSCI] [added: Frank Russell Company and FTSE International Limited (together, "FTSE Russell")] indexes that are solely listed for trading on CBOE in the U.S. |

| • | Continue to Enhance Our Trading Systems. We recognize that the opportunity to participate in the growth of the derivatives market will be driven in great part by the trading functionality and systems capabilities that an exchange offers to market participants. We intend to use our strong in-house development capabilities and continued investment to further [removed: harden] [added: enhance] and develop the functionality and capacity of our trading systems. In 2015, we began in-house custom development of our next generation of trading technology, CBOE Vector, a new platform designed with the end-user in mind, using the latest hardware and software technology in order to provide enhanced agility, speed, connectivity and risk controls. [removed: We expect to implement] [added: However, the launch of] CBOE Vector on CFE [removed: in the third quarter of 2016, with CBOE and C2] [added: is suspended due] to [removed: follow.] [added: the pending Merger.] |

| • | Evaluate Strategic Opportunities that Leverage and Complement Core Business. We evaluate strategic opportunities that we believe will enhance stockholder value. We specifically look for strategic opportunities beyond our current businesses that will capitalize on our core competencies and diversify our sources of revenue. [removed: In 2015, CBOE acquired the market data services and trading analytics platforms of Livevol, Inc. and formed] [added: We continue to form new] alliances with various partners that leverage our strengths and enable us to diversify our [removed: product and business lines across new regions and asset classes. In 2016 we made a majority equity investment in Vest Financial Group, Inc., an investment advisor that provides options-centric products.] |

| • | Equity Options. We offer trading in options on the stocks of over [removed: 3,300] [added: 3,100] corporations. The stocks underlying our individual equity options are listed on equity stock exchanges. |

| • | Options on ETPs. We offer trading in options on over [removed: 500] [added: 600] ETFs and ETNs based on various domestic and foreign market indexes, as well as on volatility, commodities, currencies and fixed income instruments. |

In addition to standard option terms, we also offer options with weekly, end of month and end of quarter [removed: expirations, and provide LEAPS that allow the user to establish positions that can be maintained for a period of up to fifteen years.][added: expirations.]

Our Weeklys product in particular has seen rapid growth, especially in [removed: VIX] [added: SPX,] and [removed: SPX.][added: in 2016 we added Monday and Wednesday expiring SPX Weeklys.]

These include volatility indexes based on various broad-based market indexes (such as the S&P 500, the S&P 100, the Russell [removed: 2000, the DJIA] [added: 2000] and the [removed: NASDAQ 100),] [added: DJIA),] volatility indexes based on ETFs and individual stocks, the CBOE S&P 500 Implied Correlation [added: Index, the CBOE S&P 500 Smile] Index and a series of options strategy benchmarks, including BuyWrite, PutWrite and Collar indexes based on the S&P [removed: 500 and] [added: 500,] Russell 2000 and BuyWrite indexes based on other broad-based market indexes.

In addition to any transaction fee revenue generated on products created based on these indexes, we have licensed others to use some of these indexes to create products and have entered into agreements whereby we have granted [removed: to] others the rights to sub-license certain indexes.

| • | S&P 500 and S&P 100 Indexes. We have the exclusive right to offer options contracts on the S&P 500 Index and the S&P 100 Index as a result of a licensing arrangement with S&P OPCO LLC ("S&P"). Our license with S&P is through December 31, 2033, with an exclusive license to trade options on the S&P 500 Index through December 31, 2032. We are also authorized to use the S&P 500 Index and S&P 100 [added: Index] for the creation of CBOE volatility indexes, such as the VIX Index, and tradable products on those volatility indexes. |

| • | FTSE Russell Indexes. [removed: While CBOE and Frank Russell Company have worked closely since 1992, in February 2015, we announced that we entered into a] [added: Under our] license agreement with FTSE Russell, [removed: under which] CBOE has the exclusive right in the U.S. to offer options on more than two dozen FTSE Russell indexes, including the Russell 2000, FTSE GEIS (Global Equity Index Series), FTSE China 50, the Russell 1000, the Russell 1000 Value and the Russell 1000 Growth Indexes. [removed: While we continue to] [added: We] offer options on the Russell 2000 Index, [removed: we launched trading in options on the] Russell 1000, Russell 1000 Value and Russell 1000 Growth Indexes [added: and] in [removed: October 2015.] [added: 2016 we launched trading options on the FTSE 100, FTSE China 50 and FTSE Emerging Indexes.] |

| • | MSCI. We have the exclusive right in the U.S. to offer options on six of MSCI's indexes, including the MSCI EAFE and the MSCI Emerging Markets Indexes, as a result of a licensing arrangement with MSCI Inc. We [removed: launched trading in] [added: offer] options on the MSCI EAFE and the MSCI Emerging Markets Indexes [added: and] in [removed: April 2015.] [added: 2016 we broadened distribution of data on these indexes through CBOE’s Market Data Express, LLC ("MDX") service.] |

Because of its status as a [removed: bellweather,] [added: bellwether,] SPX is traded in a number of different trading strategies by customers with different goals, including pension funds hedging their equity exposure by buying put options, asset managers seeking enhanced returns by selling covered call options and hedge funds using risk-managed strategies to capture so-called “risk premia” embedded in option prices.

Over the past [removed: five] [added: six] years we have seen a significant increase in the number of SPX Weeklys contracts traded, one of our fastest growing products.

Pending Merger

CBOE Holdings and Bats Global Markets, Inc. (“Bats”) entered into an Agreement and Plan of Merger, dated as of September 25, 2016 (the “Merger Agreement”), providing, among other things, that, upon the terms and subject to the conditions set forth in the Merger Agreement, a wholly-owned subsidiary of CBOE Holdings will merge with and into Bats, with Bats surviving as a wholly-owned subsidiary of CBOE Holdings (the “Merger”).

The Merger Agreement also provides that, immediately following the effective time of the Merger, Bats, as the surviving corporation from the Merger, will merge

with and into CBOE V, LLC (“Merger LLC”), a wholly-owned subsidiary of CBOE Holdings, Inc. (the “Subsequent Merger”), with Merger LLC surviving the Subsequent Merger as a wholly-owned subsidiary of CBOE Holdings.

Subject to the terms and conditions of the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of voting common stock of Bats, par value $0.01 per share (“Bats Voting Common Stock”), and each share of non-voting common stock of Bats, par value $0.01 per share (“Bats Non-Voting Common Stock” and, together with the Bats Voting Common Stock, “Bats Common Stock”), issued and outstanding immediately prior to the Effective Time (other than shares held by CBOE Holdings, Bats or any of their respective subsidiaries, shares held by any holder of Bats Common Stock who is entitled to demand and properly demands appraisal of such shares under Delaware law and unvested restricted shares of Bats Common Stock granted under any Bats equity incentive plan) will convert into, at the election of the holder of such share, subject to proration and adjustment, either (i) 0.3201 of a share of common stock of CBOE Holdings, par value $0.01 per share (“CBOE Holdings Common Stock”), and $10.00 in cash (the “Mixed Consideration”), (ii) an amount of cash, without interest (the “Cash Consideration”), equal to the sum (rounded to two decimal places) of (a) $10.00 and (b) the product obtained by multiplying 0.3201 by the volume-weighted average price (rounded to four decimal places) of shares of CBOE Holdings Common Stock on the NASDAQ Stock Market LLC for the ten consecutive trading days ending on the second full trading day prior to the Effective Time (the “Closing VWAP”), or (iii) a number of shares of CBOE Holdings Common Stock (the “Stock Consideration”) equal to the sum of (a) 0.3201 and (b) the quotient (rounded to four decimal places) obtained by dividing $10.00 by the Closing VWAP.

Holders of Bats Common Stock who do not make an election will receive the Mixed Consideration.

The consideration to be paid to holders of Bats Common Stock electing to receive the Cash Consideration or the Stock Consideration in connection with the Merger is subject to automatic adjustment, as applicable, to ensure that the total amount of cash paid and the total number of shares of CBOE Holdings Common Stock issued in the Merger is the same as what would be paid and issued if all holders of Bats Common Stock were to receive the Mixed Consideration at the Effective Time.

The completion of the Merger is subject to certain conditions, including, among others, (i) adoption by Bats stockholders of the Merger Agreement, (ii) approval by CBOE Holdings stockholders of the issuance of CBOE Holdings common stock in connection with the Merger, (iii) the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act ("HSR") and the receipt of all other regulatory approvals the failure to obtain which would make any of the transactions contemplated by the Merger Agreement illegal, including, without limitation, approval from the SEC, the Financial Industry Regulatory Authority ("FINRA") and the U.K. Financial Conduct Authority and (iv) other customary closing conditions.

Early termination of the waiting period under the HSR was granted on November 18, 2016.

CBOE Holdings and Bats received regulatory approvals by the SEC on December 19, 2016 and December 16, 2016, respectively, and FINRA granted approval on January 6, 2017.

On January 17, 2017, Bats stockholders adopted the Merger Agreement and CBOE Holdings stockholders approved the issuance of CBOE Holdings common stock pursuant to the Merger Agreement.

CBOE Holdings received regulatory approvals from the Dutch Central Bank and the United Kingdom's ("U.K.") Financial Conduct Authority (“FCA”) on February 2, 2017 and February 9, 2017, respectively.

The Merger is expected to close on February 28, 2017.

A futures contract is an agreement to buy or sell a particular commodity or financial instrument at a predetermined price at a specified time in the future.

Mix of Transaction Fees

Over the past five years, our transaction fees generated by our futures and index options increased from approximately 57.5% of total transaction fees in 2011 to approximately 88.2% in 2016.

More recently, average daily volume ("ADV") for our proprietary VIX options and futures and SPX options is up 8% from 2015, led by trading in VIX futures, which is up 16% from 2015.

Liquidity providers are attracted to markets primarily through the incentives for customer order flow, from which they can attempt to generate trading profits.

Liquidity providers are also attracted by low transaction fees and credits to post liquidity.

Order flow, particularly customer order flow, is the primary driver of multiply-listed options exchange volumes and in the past several years, the competition for this business has increased significantly, due in part to the role of firms known as consolidators, who operate both order execution and market making businesses, and collect customer order flow from originating brokers which they then route and execute as a service to that customer.

These consolidators base their routing decisions, among other things, on best execution, technology, liquidity, service, pricing and other factors, including in some cases their ability to internalize order flow for potential trading profits.

product and business lines across new regions and asset classes.

In 2016, we made a majority investment in CBOE Vest, an investment manager focused on Target Outcome Investment strategies, and made a minority equity investment in Eris Exchange Holdings, LLC (“Eris”), a U.S. - based futures exchange group offering swap futures as a capital-efficient alternative to over-the-counter swaps.

In addition, we believe the recently announced Merger squarely fits into our growth strategy outlined above to develop unique products, expand our customer base and leverage alliances that complement our core business.

Specifically, we believe that the Merger has the potential to significantly expand and diversify our product line across new asset classes, such as U.S. and European equities, ETF trading and global Foreign Currencies ("FX") products, broaden our reach with Bats’ market-leading European presence and increase our non-transactional revenue stream, while enabling us to streamline the combined company’s technology and enhance our strong growth and margin profile.

benchmarks of U.S.-based stocks while the FTSE indexes focus primarily on global and emerging markets equity benchmarks that are widely used in the U.S. market.

In 2016 we launched options on the FTSE Emerging, FTSE 100 and FTSE China 50 Indexes, enabling investors to target emerging U.K. and Chinese equity markets, respectively.

Strategic Partnerships

The Company also acquires interests in and forms partnerships with key providers to develop new products and services that are expected to capitalize on our core competencies and diversify our sources of revenue.

Of particular note are the following:

| • | CBOE Vest. In 2016, we made a majority investment in CBOE Vest, an investment manager focused on Target Outcome Investment strategies. CBOE Vest launched in 2016 three new mutual funds, CBOE Vest S&P 500 Buffer Protect Strategy Fund, CBOE Vest Defined Distribution Strategy Fund and CBOE Vest S&P 500 Enhanced Growth Strategy Fund. |

| • | American Financial Exchange. Environmental Financial Products, LLC and CBOE launched in 2015 the American Financial Exchange ("AFX"), an electronic marketplace for small and mid-sized banks to lend and borrow short-term funds. CBOE operates the web-accessible, electronic trade matching engine and also supports surveillance and membership services. In 2016, AFX launched a 30-day unsecured loan product and a new transaction-based interest rate benchmark, Ameribor. |

| • | Eris. In 2016, we made a minority equity investment in Eris, a U.S.-based futures exchange group offering swap futures as a capital-efficient alternative to over-the-counter ("OTC") swaps. CBOE and Eris plan to develop new product solutions and indexes across asset classes that are expected to address the impact of international regulatory reforms, including Basel III, European swap clearing and trading mandates, and margin for un-cleared swaps. The companies also plan to collaborate to enhance distribution of Eris Interest Rate Swap Futures and related market data. |

| • | Curve Global. We have a minority investment in CurveGlobal, a new interest rate derivatives venture of the LSEG and a number of major dealer banks. CurveGlobal, launched in 2016, offers trading in Short Term Interest Rate futures in Euribor and Short Sterling and Long Term Interest Rate futures in Bund, Bobl, Schatz and Gilts. The launch of CurveGlobal caters to banks and other market participants looking for more capital efficient ways to trade and hedge these products. |

| • | Social Market Analytics. We entered into an exclusive licensing agreement in 2016 with Social Market Analytics (“SMA”) to develop a series of sentiment-based strategy benchmark indexes. We launched in August 2016, the CBOE-SMA Large Cap Index, a sentiment-based strategy benchmark index that measures short-term market momentum based on SMA’s social media metrics. |

CFE does have a DPM or LMM program for VIX futures with weekly expirations and CFE's other products.

We compete in various ways with the thirteen other U.S. options exchanges.

The platform supports trading nearly 24 hours, 5 days a week on CFE and supports an early morning trading session for SPX and VIX options on CBOE.

CBOE Command provides a number of risk controls geared towards both customers using our markets as well as liquidity providers quoting large numbers of options.

However, the launch of CBOE Vector on CFE is suspended due to the pending Merger.

Since 1974, the first full year of trading on CBOE, we have grown from 5.6 million contracts on one exchange to 1.2 billion contracts on three exchanges in 2015, our most recent fiscal year.

Restructuring Transaction

On June 18, 2010, CBOE converted from a non-stock corporation owned by its Members into a stock corporation that is a wholly-owned subsidiary of CBOE Holdings.

In the restructuring transaction, each CBOE regular membership (an "Exchange Seat") owned by a CBOE Member on June 18, 2010 converted into 80,000 shares of Class A common stock of CBOE Holdings.

Seat owners received a total of 74,400,000 shares of Class A common stock of CBOE Holdings in the restructuring transaction.

In addition, certain persons who satisfied the qualification requirements set forth in the Settlement Agreement in the Delaware Action received a total of 16,333,380 shares of Class B common stock of CBOE Holdings on June 18, 2010.

Pursuant to the Settlement Agreement, qualifying members of the plaintiff class received a cash payment of $300.0 million.

The initial public offering of 13,455,000 shares of unrestricted common stock, including 2,085,774 shares of unrestricted common stock sold by selling stockholders, for a price of $29.00 per share, was completed on June 18, 2010.

Net proceeds to the Company after deducting underwriter's fees and commissions and other related expenses were $301.2 million.

Costs directly associated with the Company's initial public offering were recorded as a reduction of the gross proceeds received in arriving at the amount recorded in additional paid-in capital.

Upon consummation of the initial public offering, the shares of Class A and Class B common stock not converted into unrestricted common stock and sold in the initial public offering automatically converted into 44,323,803 shares of Class A-1 common stock and 44,323,803 shares of Class A-2 common stock.

The Company conducted tender offers in November 2010 and purchased 12,017,895 shares of Class A-1 and Class A-2 common stock.

On December 15, 2010 and June 13, 2011, respectively, each remaining share of Class A-1 and Class A-2 common stock issued and outstanding converted into one share of unrestricted common stock.

As a result, as of December 31, 2011, no shares of Class A-1 or Class A-2 common stock were outstanding.

As of December 16, 2015, we amended and restated our Amended and Restated Certificate of Incorporation to, among other items, change the name of our unrestricted common stock to common stock and remove obsolete provisions related to the designations, rights and preferences of Class A-1 and Class A-2 common stock.

Over the past decade, trading in the options market has migrated from being primarily conducted face-to-face, or "open outcry," to being primarily electronic.

Increased Interest in Our Proprietary Products

Listed

Over the past five years, average daily volume ("ADV") in our index options has increased from 1.27 million contracts to 1.62 million contracts, and ADV in our futures has increased from 48 thousand contracts to 205 thousand contracts.

The increase in index options and futures trading significantly outpaced the growth in the industry and multiply-listed products in this time-frame.

See "SPX Options" and "Volatility Trading."

Fees utilized include both transaction fees assessed to access liquidity and incentive programs to attract order flow.

Order flow, particularly customer order flow, is the primary driver of multiply-listed options exchange volumes.

In the past several years, the competition for this business has increased significantly, due in part to the limited number of firms, known as consolidators, who make routing decisions based on pricing and their ability to internalize order flow.

Others offer specific payments for order flow, in addition to any economic incentives received from market-makers and other participants.

that facilitate and enhance trading in a global marketplace.

| • | NASDAQ 100. We continue to have a non-exclusive right to offer options contracts on the NASDAQ 100 Index as a result of entering into a new licensing arrangement with NASDAQ, Inc. in 2015. Under this license, we are authorized to create VXN, a volatility index on the NASDAQ 100, and offer options, futures or other products on this index. |

We launched options on the Russell 1000, Russell 1000 Value and Russell 1000 Growth Indexes in October 2015, enabling investors to target additional segments of the U.S. equity market.

and sellers.

There are twelve other U.S. options exchanges that are our primary direct competitors, including ISE, NASDAQ OMX NOM, NASDAQ OMX PHLX, NYSE Amex Options and NYSE Arca Options.

Our technology supports the trading process from the entering of quotes and orders, to matching trades, to submitting them to The Options Clearing Corporation ("OCC") for clearing.

In the Hybrid format, CBOE Command provides features of screen-based and floor-based trading.

To facilitate liquidity providers, CBOE Command offers a number of internal risk controls, including Quote Lock and Quote Risk Monitor.

In addition, our system facilitates different trading models through the use of alternative configurations, allowing us to provide both hybrid and fully electronic market models.

We expect to implement CBOE Vector for CFE in the third quarter of 2016, with CBOE and C2 to follow.

Regulation System Compliance and Integrity ("Reg SCI") and Working Group Initiatives

The proposal, referred to as Regulation Automated Trading ("Regulation AT"), takes a multilevel approach by proposing risk controls and other requirements for (a) market participants using algorithmic trading systems ("ATSs"), who are defined as “AT Persons” in the rulemaking, (b) clearing member futures commission merchants ("FCMs") with respect to their AT Person customers and (c) DCMs executing AT Person orders.

AT Persons and clearing member FCMs would also be required to submit reports on their risk controls to DCMs, and maintain books and records regarding their risk controls and other algorithmic trading procedures for review by DCMs.

Regulation AT would also require the use of self-trade prevention tools by market participants on DCMs, while permitting trades originating from accounts with independent decision makers.

CFE does not expect the proposal to result in significant changes to its operations if the proposal were to be adopted by the CFTC.

As of December 31, [removed: 2015,] [added: 2016,] the end of the period covered by this report, the Company was subject to the various legal proceedings and claims discussed below, as well as certain other legal proceedings and claims that have not been fully resolved and that have arisen in the ordinary course of business.

As of December 31, [removed: 2015,] [added: 2016,] the Company does not believe that there is a reasonable possibility that any material loss exceeding the amounts already recognized for these reviews, inspections or other legal proceedings, if any, has been incurred.

Lanier sued 14 securities exchanges, including CBOE, in the United States District Court for the Southern District of New York [added: (the "Court")] on behalf of himself and a putative class consisting of all persons in the [removed: United States who entered into contracts to receive market data through certain data plans at any time since May 19, 2008 to the present.]

United States who entered into contracts to receive market data through certain data plans at any time since May 19, 2008 to the present.

The oral arguments on the appeals were heard on March 3, 2016.

On September 23, 2016, the Court of Appeals ruled in favor of the defendants and affirmed the Court’s dismissal of Lanier’s complaints with prejudice.

On October 7, 2016, Lanier filed a petition for rehearing only in the action related to the OPRA Plan and the Court of Appeals ruling with respect to the other two complaints is now final.

On November 4, 2016, the Court of Appeals denied the petition for rehearing in the case related to the OPRA Plan.

Patent Litigation

ISE -- QRM

On November 12, 2012, CBOE brought suit against International Securities Exchange, LLC ("ISE") in the United States District Court for the Northern District of Illinois alleging that ISE infringes three of its patents (United States Patent Nos. 7,356,498; 7,980,457; and 8,266,044 (the “QRM patents”)) related to quote risk monitor ("QRM") technology.

CBOE has requested injunctive relief and monetary damages.

On February 20, 2013, the court ruled that the case be transferred to the

United States District Court for the Southern District of New York.

On October 31, 2013, the court stayed the litigation pending resolution of Covered Business Method ("CBM") Patent Reviews at the United States Patent and Trademark Office ("USPTO") that ISE had petitioned for.

On March 4, 2014, the USPTO instituted CBM Patent Reviews on CBOE’s three QRM patents.

On May 22, 2014, the USPTO instituted Inter Parties Review (“IPR”) Proceedings, which ISE had petitioned for, on some but not all claims of two of CBOE’s QRM patents (United States Patent Nos. 7,356,498 and 7,980,457).

On March 2, 2015, the USPTO ruled in the CBM proceedings, finding that the subject matter of the patents is not eligible for patent protection, and in the IPR proceedings, finding for CBOE that the claims were not invalidated by the asserted prior art.

On April 30, 2015, ISE filed notice of its appeal of the IPR decisions, and on May 1, 2015, CBOE filed notice of its appeal of the CBM decisions.

The appeals are being handled by the United States Court of Appeals for the Federal Circuit.

Opening, response and reply briefs were filed September 18, 2015, November 2, 2015 and November 25, 2015, respectively, and briefing on the appeals has concluded.

The United States Court of Appeals has set oral argument on the appeals for March 10, 2016.

The appeals have been set for oral argument on March 3, 2016.

| For the fiscal year ended December 31, [removed: 2015] [added: 2016] | | |

As of June 30, [removed: 2015,] [added: 2016,] the aggregate market value of the Registrant's outstanding voting common equity held by non-affiliates was approximately [removed: $4.7] [added: $5.4] billion based on the closing price of [removed: $57.22] [added: $66.62] per share of common stock.

The number of outstanding shares of the registrant's common stock as of February [removed: 17, 2016] [added: 16, 2017] was [removed: 81,795,365] [added: 81,285,307] shares of common stock.

| Portions of the Company's Proxy Statement for the [removed: 2016] [added: 2017] Annual Meeting of Stockholders | | Part III |

| [Item [removed: 1.](#sB7048BD0297EA4D0D6354CCC1A8779B0)] [added: 1.](#s99FFBCC14F310DAAD9801A1923AA086B)] | | [removed: [Business](#sB7048BD0297EA4D0D6354CCC1A8779B0)] [added: [Business](#s99FFBCC14F310DAAD9801A1923AA086B)] | [removed: [3](#sB7048BD0297EA4D0D6354CCC1A8779B0)] [added: [4](#s99FFBCC14F310DAAD9801A1923AA086B)] |

| [Item [removed: 1A.](#sE954B42D725B9B92000F4CCC36BE4DD3)] [added: 1A.](#sC34E70133A8825D3A8721A1958BF0C89)] | | [Risk [removed: Factors](#sE954B42D725B9B92000F4CCC36BE4DD3)] [added: Factors](#sC34E70133A8825D3A8721A1958BF0C89)] | [removed: [19](#sE954B42D725B9B92000F4CCC36BE4DD3)] [added: [20](#sC34E70133A8825D3A8721A1958BF0C89)] |

| [Item [removed: 1B.](#s9712F2AC678D9B1521FF4CCC36EDEC20)] [added: 1B.](#sEB4BC10338A4B3A16C801A1958F40E05)] | | [Unresolved Staff [removed: Comments](#s9712F2AC678D9B1521FF4CCC36EDEC20)] [added: Comments](#sEB4BC10338A4B3A16C801A1958F40E05)] | [removed: [29](#s9712F2AC678D9B1521FF4CCC36EDEC20)] [added: [36](#sEB4BC10338A4B3A16C801A1958F40E05)] |

| [Item [removed: 2.](#s1313F45AD22FFC81D6664CCC370CA266)] [added: 2.](#s59D6B1ECC4732069A7881A195912D89E)] | | [removed: [Properties](#s1313F45AD22FFC81D6664CCC370CA266)] [added: [Properties](#s59D6B1ECC4732069A7881A195912D89E)] | [removed: [29](#s1313F45AD22FFC81D6664CCC370CA266)] [added: [36](#s59D6B1ECC4732069A7881A195912D89E)] |

| [Item [removed: 3.](#sDD164B516978B8728EFA4CCC372BBB48)] [added: 3.](#s6686FA8B16010E58AD301A192355F767)] | | [Legal [removed: Proceedings](#sDD164B516978B8728EFA4CCC372BBB48)] [added: Proceedings](#s6686FA8B16010E58AD301A192355F767)] | [removed: [29](#sDD164B516978B8728EFA4CCC372BBB48)] [added: [36](#s6686FA8B16010E58AD301A192355F767)] |

| [Item [removed: 4.](#sFE2FCA127B613FAA85474CCC375AA38E)] [added: 4.](#s8AE46519E0B247C2DF1F1A195967B9D0)] | | [Mine Safety [removed: Disclosures](#sFE2FCA127B613FAA85474CCC375AA38E)] [added: Disclosures](#s8AE46519E0B247C2DF1F1A195967B9D0)] | [removed: [30](#sFE2FCA127B613FAA85474CCC375AA38E)] [added: [37](#s8AE46519E0B247C2DF1F1A195967B9D0)] |

| [Item [removed: 5.](#sB6B3A2938AE7CAFC9E174CCC19EBFABC)] [added: 5.](#sFF24F39B60A16DE3249C1A1923ED8168)] | | [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#sB6B3A2938AE7CAFC9E174CCC19EBFABC)] [added: Securities](#sFF24F39B60A16DE3249C1A1923ED8168)] | [removed: [31](#sB6B3A2938AE7CAFC9E174CCC19EBFABC)] [added: [38](#sFF24F39B60A16DE3249C1A1923ED8168)] |

| [Item [removed: 6.](#sFAC526B15E119A95D7D94CCC14AD173F)] [added: 6.](#s33FFF1BFFA843008F3A31A192302CE7A)] | | [Selected Financial [removed: Data](#sFAC526B15E119A95D7D94CCC14AD173F)] [added: Data](#s33FFF1BFFA843008F3A31A192302CE7A)] | [removed: [34](#sFAC526B15E119A95D7D94CCC14AD173F)] [added: [41](#s33FFF1BFFA843008F3A31A192302CE7A)] |

| [Item [removed: 7.](#s250AF430CC7A8593400E4CCC380679DD)] [added: 7.](#s3D0B3D92838ED5FE6FB71A195A19DF5A)] | | [Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#s250AF430CC7A8593400E4CCC380679DD)] [added: Operations](#s3D0B3D92838ED5FE6FB71A195A19DF5A)] | [removed: [35](#s250AF430CC7A8593400E4CCC380679DD)] [added: [42](#s3D0B3D92838ED5FE6FB71A195A19DF5A)] |

| [Item [removed: 7A.](#s0F65593320E3919FE4684CCC38FF4B84)] [added: 7A.](#s338444FC0F11BC9BB0611A195BB805A5)] | | [Quantitative and Qualitative Disclosures about Market [removed: Risk](#s0F65593320E3919FE4684CCC38FF4B84)] [added: Risk](#s338444FC0F11BC9BB0611A195BB805A5)] | [removed: [53](#s0F65593320E3919FE4684CCC38FF4B84)] [added: [63](#s338444FC0F11BC9BB0611A195BB805A5)] |

| [Item [removed: 8.](#sDC510431259AA4296F1D4CCC391E3290)] [added: 8.](#s21C1AE24AD965236A83C1A195BC05DB5)] | | [Financial Statements and Supplementary [removed: Data](#sDC510431259AA4296F1D4CCC391E3290)] [added: Data](#s21C1AE24AD965236A83C1A195BC05DB5)] | [removed: [54](#sDC510431259AA4296F1D4CCC391E3290)] [added: [64](#s21C1AE24AD965236A83C1A195BC05DB5)] |

| [Item [removed: 9.](#s8DD20BC598F9D585E9384CCC3DDF7729)] [added: 9.](#sBFA80C421093456C9EEB1A1960909ECE)] | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#s8DD20BC598F9D585E9384CCC3DDF7729)] [added: Disclosure](#sBFA80C421093456C9EEB1A1960909ECE)] | [removed: [79](#s8DD20BC598F9D585E9384CCC3DDF7729)] [added: [93](#sBFA80C421093456C9EEB1A1960909ECE)] |

| [Item [removed: 9A.](#s9EF7D73D139B6287F0AC4CCC3DFE3602)] [added: 9A.](#sE45ECEF2A9142B0FA8D91A1960C1E7F6)] | | [Controls and [removed: Procedures](#s9EF7D73D139B6287F0AC4CCC3DFE3602)] [added: Procedures](#sE45ECEF2A9142B0FA8D91A1960C1E7F6)] | [removed: [79](#s9EF7D73D139B6287F0AC4CCC3DFE3602)] [added: [93](#sE45ECEF2A9142B0FA8D91A1960C1E7F6)] |

| [Item [removed: 9B.](#sB54AB5C1DEE0AC07E1DA4CCC3E2D7C1C)] [added: 9B.](#s4F10A6F263C9ACC35E591A1960E3D159)] | | [Other [removed: Information](#sB54AB5C1DEE0AC07E1DA4CCC3E2D7C1C)] [added: Information](#s4F10A6F263C9ACC35E591A1960E3D159)] | [removed: [79](#sB54AB5C1DEE0AC07E1DA4CCC3E2D7C1C)] [added: [93](#s4F10A6F263C9ACC35E591A1960E3D159)] |

| | | [PART [removed: III](#sF457A726A869B1F9003C4CCC3E5CE2AF)] [added: III](#sE2B69997F75FC06917BF1A1961153328)] | |

| [Item [removed: 10.](#s54C4B14292135735CE744CCC1AF434FA)] [added: 10.](#sD80E2A41816398F31C981A193725EF46)] | | [Directors, Executive Officers and Corporate [removed: Governance](#s54C4B14292135735CE744CCC1AF434FA)] [added: Governance](#sD80E2A41816398F31C981A193725EF46)] | [removed: [80](#s54C4B14292135735CE744CCC1AF434FA)] [added: [94](#sD80E2A41816398F31C981A193725EF46)] |

| [Item [removed: 11.](#sF7069E5862B88D040DF54CCC3EAAFD63)] [added: 11.](#s234772CB9FD1A9D413021A196168BDD1)] | | [Executive [removed: Compensation](#sF7069E5862B88D040DF54CCC3EAAFD63)] [added: Compensation](#s234772CB9FD1A9D413021A196168BDD1)] | [removed: [80](#sF7069E5862B88D040DF54CCC3EAAFD63)] [added: [94](#s234772CB9FD1A9D413021A196168BDD1)] |

| [Item [removed: 12.](#s55FA438F8946597EE9B14CCC3ED958D0)] [added: 12.](#sC101B652E959E8038BC51A196189E734)] | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#s55FA438F8946597EE9B14CCC3ED958D0)] [added: Matters](#sC101B652E959E8038BC51A196189E734)] | [removed: [80](#s55FA438F8946597EE9B14CCC3ED958D0)] [added: [94](#sC101B652E959E8038BC51A196189E734)] |

| [Item [removed: 13.](#s6F3B88067ABFFEFB4E384CCC3EF8ED78)] [added: 13.](#s8BC17D91CA5513D5790B1A1961BBDF00)] | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#s6F3B88067ABFFEFB4E384CCC3EF8ED78)] [added: Independence](#s8BC17D91CA5513D5790B1A1961BBDF00)] | [removed: [80](#s6F3B88067ABFFEFB4E384CCC3EF8ED78)] [added: [94](#s8BC17D91CA5513D5790B1A1961BBDF00)] |

| [Item [removed: 14.](#sBD5DA910B11D26A2CC4E4CCC3F27AAAD)] [added: 14.](#s9A7B8B9EF321E22554F11A1961DDC734)] | | [Principal Accountant Fees and [removed: Services](#sBD5DA910B11D26A2CC4E4CCC3F27AAAD)] [added: Services](#s9A7B8B9EF321E22554F11A1961DDC734)] | [removed: [80](#sBD5DA910B11D26A2CC4E4CCC3F27AAAD)] [added: [94](#s9A7B8B9EF321E22554F11A1961DDC734)] |

| [Item [removed: 15.](#s532C54EB90C8B794684F4CCC3F848FF2)] [added: 15.](#sD83A6B2C25C8EA6044621A1962309ED1)] | | [Exhibits, Financial Statement [removed: Schedules](#s532C54EB90C8B794684F4CCC3F848FF2)] [added: Schedules](#sD83A6B2C25C8EA6044621A1962309ED1)] | [removed: [81](#s532C54EB90C8B794684F4CCC3F848FF2)] [added: [95](#sD83A6B2C25C8EA6044621A1962309ED1)] |

| • | "CBOE" refers to [removed: (1) prior to the completion of the restructuring transaction,] Chicago Board Options Exchange, Incorporated, a [removed: Delaware non-stock corporation, and (2) after the completion of the restructuring transaction, Chicago Board Options Exchange, Incorporated, a Delaware stock corporation. CBOE became a] wholly-owned subsidiary of CBOE Holdings, Inc. [removed: on June 18, 2010.] |

CBOE®, Chicago Board Options Exchange®, CBOE Volatility Index®, CFE®, Livevol®, FLEX®, FLexible EXchange®, Hybrid®, [removed: LEAPS®,] [added: LEAPS®] and VIX® are registered trademarks and BuyWriteSM, CBOE Futures ExchangeSM, CBOE [added: VestSM, CBOE Options InstituteSM, CBOE] Russell 2000 Volatility IndexSM, CBOE/CBOT 10-year U.S. Treasury Note Volatility [removed: IndexSM,] [added: IndexSM] and WeeklysSM are service marks of CBOE.

[removed: VestSM is a service mark of Vest Financial Group, Inc.] Standard & Poor's®, [removed: S&P®] [added: S&P®, S&P 100®] and S&P 500® are registered trademarks of Standard & Poor's Financial Services LLC and have been licensed for use by CBOE, C2 and CFE.

There are important factors that could cause our actual results, level of activity, performance or achievements to differ materially from [removed: that] [added: those] expressed or implied by the forward-looking statements.

| • | our index providers' ability to [added: maintain the quality and integrity of their indexes and to] perform under our agreements; |

| • | our ability to attract and retain skilled management and other personnel; [removed: and] |

| • | our ability to manage our growth and strategic acquisitions or alliances [removed: effectively.] [added: effectively;] |

10-K 1 cboe-1231201610k.htm 10-K

2016 FORM 10-K

| | | [PART I](#s3B5A5742B3CB380FB25A1A19577296AA) | |

| | | [PART II](#s3999D277864FB52316EC1A195998CE47) | |

| | | [PART IV](#sAC0F391E3559445EBA331A19620F0CFA) | |

FTSE® and the FTSE indexes are trademarks and service marks of FTSE International Limited, used under license.

CBOT is a trademark of CME Group, Inc. ("CME").

CBOE has, with the permission of CME, used the CBOT trademark in CBOE/CBOT 10-year U.S. Treasury Note Volatility Index.

CME makes no representation regarding the advisability of investing in any investment product that is based on such indexes.

| • | restrictions imposed by our debt obligations; |

| • | the satisfaction of the conditions precedent to the consummation of our proposed acquisition of Bats Global Markets, Inc. (“Bats”), including, without limitation, the receipt of regulatory approvals on the terms desired or anticipated; |

| • | unanticipated difficulties or expenditures relating to the proposed transaction, including, without limitation, difficulties that result in the failure to realize expected synergies, efficiencies and cost savings from the proposed transaction within the expected time period (if at all), whether in connection with integration, combining trading platforms, broadening distribution of product offerings or otherwise; |

| • | our ability to maintain an investment grade credit rating; |

| • | risks relating to the value of our shares to be issued in the proposed transaction; |

| | |

| --- | --- |

| • | disruptions of our and Bats’ current plans, operations and relationships with market participants caused by the announcement and pendency of the proposed transaction; and |

| | |

| --- | --- |

| • | potential difficulties in our and Bats’ ability to retain employees as a result of the announcement and pendency of the proposed transaction. |

10-K 1 cboe-1231201510k.htm 10-K

2015 FORM 10-K

| | | [PART I](#s08767ECD924A8F637C4B4CCC3567CDF3) | |

| | | [PART II](#s088926D8AAB2ACFC6B774CCC37794535) | |

| | | [PART IV](#s07AC75D22FADB2D5A6544CCC3F562081) | |

| • | "CBSX" refers to CBOE Stock Exchange, LLC, which is 49.96% owned by CBOE. CBSX wholly owned National Stock Exchange, Inc. ("NSX"), a stock exchange and self-regulatory organization, until it sold NSX to a third party on February 18, 2015. CBSX ceased operations on April 30, 2014 and during the time that CBSX owned NSX, NSX ceased operations on May 30, 2014. CBSX is not a consolidated subsidiary of the Company. |

| • | "Delaware Action" refers to the lawsuit, which was entitled CME Group Inc. et al. v. Chicago Board Options Exchange, Incorporated et al. (Civil Action No. 2369-VCN) and filed in the Delaware Court on August 23, 2006, in which the CBOE and its directors were sued in the Delaware Court by the Board of Trade of the City of Chicago, Inc. ("CBOT"), CBOT Holdings, Inc. and two members of the CBOT who purported to represent a class of individuals who claimed that they were, or had the right to become, members of the CBOE. |

| • | "Member" or "Members" refers to, prior to the completion of the restructuring transaction, any person or organization (or any designee of any organization) that held a membership in the CBOE. |

| • | The "restructuring transaction" refers to the transaction on June 18, 2010, in which CBOE converted from a Delaware non-stock corporation owned by its Members to a Delaware stock corporation and a wholly-owned subsidiary of CBOE Holdings. |

| • | "Settlement Agreement" means the Stipulation of Settlement, as amended, approved by the Court of Chancery of the State of Delaware in the Delaware Action. |

The Nasdaq-100 Index®, Nasdaq-100®, The Nasdaq National Market®, Nasdaq®, Nasdaq-100 Shares and Nasdaq-100 Trust are registered trademarks or service marks of The Nasdaq Stock Market, Inc., used under license.

As of January [removed: 30, 2016,] [added: 31, 2017,] there were approximately [removed: 161] [added: 145] holders of record of our common stock.

| First Quarter | [added: $ |] 68.00 | | | [added: $] | 56.57 | | | [added: $] | 0.21 | | [removed: |]

(1) On February [removed: 17, 2016,] [added: 16, 2017,] the Company's board of directors declared a quarterly cash dividend of [removed: $0.23] [added: $0.25] per share.

The dividend is payable on March [removed: 18, 2016] [added: 24, 2017] to stockholders of record at the close of business on March [removed: 4, 2016.][added: 3, 2017.]

The decision to pay a dividend, however, remains within the discretion of [removed: our] [added: the Company's] board of directors and may be affected by various factors, including our earnings, financial condition, capital requirements, level of indebtedness and other considerations our board of directors deems relevant.

[removed: | (1) |] In 2011, the board of directors approved an initial authorization for the Company to repurchase shares of its outstanding common stock of $100 million and approved additional authorizations of $100 million in each of 2012, 2013, [removed: 2014] [added: 2014, 2015,] and [removed: 2015] [added: February 2016] for a total authorization of [removed: $500] [added: $600] million. [removed: The program permits the Company to purchase shares through a variety of methods, including in the open market or through privately negotiated transactions, in accordance with applicable securities laws. It does not obligate the Company to make any repurchases at any specific time or situation. |]

An investment of $100, with reinvestment of all dividends, is assumed to have been made in our common stock, the index and the peer groups on December 31, [removed: 2010,] [added: 2011,] and its performance is tracked on a annual basis through December 31, [removed: 2015.][added: 2016.]

[removed: ][added: ]

* $100 invested on [removed: 12/31/10] [added: 12/31/11] in stock or index, including reinvestment of dividends.

| | [removed: 12/2010 | |] 12/2011 | | 12/2012 | | 12/2013 | | 12/2014 | | 12/2015 | | [added: 12/2016 | |]

| First Quarter | 67.41 | | | | 58.43 | | | | 0.23 | | |

| Second Quarter | 66.95 | | | | 61.22 | | | | 0.23 | | |

| Third Quarter | 71.05 | | | | 64.62 | | | | 0.25 | | |

| Fourth Quarter | 77.29 | | | | 61.58 | | | | 0.25 | | |

| 2017 | | | | | | | | | | | |

| Through February 16, 2017 (1) | 80.47 | | | | 72.54 | | | | 0.25 | | |

The program permits the Company to purchase shares through a variety of methods, including in the open market or through privately negotiated transactions, in accordance with applicable securities laws.

It does not obligate the Company to make any repurchases at any specific time or situation.

Under the program, for the year ended December 31, 2016, the Company purchased 947,786 shares of common stock at an average cost per share of $63.83 totaling $60.5 million.

Since inception of the program through December 31, 2016, the Company has purchased 10,947,401 shares of common stock at an average cost per share of $45.95 totaling $503.0 million.

As of December 31, 2016, the Company had $97 million of availability remaining under its existing share repurchase authorizations.

As a result of our pending transaction with Bats, we were not active in our share repurchase program during the third and fourth quarters of 2016.

Copyright© 2017 Standard & Poor's, a division of S&P Global.

All rights reserved.

| CBOE Holdings, Inc. | 100 | | 119.10 | | 215.30 | | 266.60 | | 276.63 | | 319.56 | |

| S&P Midcap 400 | 100 | | 117.88 | | 157.37 | | 172.74 | | 168.98 | | 204.03 | |

| Peer Group | 100 | | 108.45 | | 184.46 | | 205.09 | | 231.94 | | 282.72 | |

| 2014 | | | | | | | | | | | |

| First Quarter | $ | 59.28 | | | $ | 48.22 | | | $ | 0.18 | |

| Second Quarter | 56.98 | | | | 46.84 | | | | 0.18 | | |

| Third Quarter | 56.36 | | | | 46.52 | | | | 0.21 | | |

| Fourth Quarter | 65.39 | | | | 52.90 | | | | 0.21 | | |

| Through February 17, 2016 (1) | 66.86 | | | | 58.43 | | | | 0.23 | | |

The table below shows the purchases of equity securities by the Company in the three months ended December 31, 2015, reflecting the purchase of common stock under the Company's share repurchase program:

| | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Period | | Total Number of Shares Purchased | | | Average Price Paid per Share | | | | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | | | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (1) | | |

| October 1, 2015 – October 31, 2015 | | 186,810 | | | $ | 66.25 | | | 186,810 | | | $ | 79,868,623 | |

| November 1, 2015 – November 30, 2015 | | 138,000 | | | 70.16 | | | | 138,000 | | | 70,186,605 | | |

| December 1, 2015 – December 31, 2015 | | 191,834 | | | 66.24 | | | | 191,834 | | | 57,480,107 | | |

| Totals | | 516,644 | | | $ | 67.29 | | | 516,644 | | | | | |

| | |

| --- | --- |

Copyright© 2016 S&P, a division of The McGraw-Hill Companies Inc. All rights reserved.

| CBOE Holdings, Inc. | 100 | | 115.04 | | 137.01 | | 247.68 | | 306.68 | | 318.22 | |

| S&P Midcap 400 | 100 | | 98.27 | | 115.84 | | 154.64 | | 169.75 | | 166.05 | |

| Peer Group | 100 | | 88.52 | | 96.01 | | 163.29 | | 181.48 | | 205.24 | |

| | [removed: 2015] [added: 2016] | | | | [removed: 2014] [added: 2015] | | | | [removed: 2013] [added: 2014] | | | | [removed: 2012] [added: 2013] | | | | [removed: 2011] [added: 2012] | | |

| | [removed: | | | |] (In thousands, except per share amounts) | | | | | | | | | | | | | | | [added: | | | |]

| Total operating revenues | $ | [removed: 634,545] [added: 656,946] | | | $ | [removed: 617,225] [added: 634,545] | | | $ | [removed: 572,050] [added: 617,225] | | | $ | [removed: 512,338] [added: 572,050] | | | $ | [removed: 508,144] [added: 512,338] | |

| Total operating expenses | [removed: 314,617] [added: 358,746] | | | | [removed: 303,424] [added: 314,617] | | | | [removed: 286,236] [added: 303,424] | | | | [removed: 268,241] [added: 286,236] | | | | [removed: 266,512] [added: 268,241] | | |

| Operating income | [removed: 319,928] [added: 298,200] | | | | [removed: 313,801] [added: 319,928] | | | | [removed: 285,814] [added: 313,801] | | | | [removed: 244,097] [added: 285,814] | | | | [removed: 241,632] [added: 244,097] | | |

| Total other income/(expense) | [removed: 4,096] [added: 8,404] | | | | [removed: (4,104] [added: 4,096] | | [removed: )] | | [removed: (2,158] [added: (4,104] | | ) | | [removed: (1,546] [added: (2,158] | | ) | | [removed: (1,548] [added: (1,546] | | ) |

| Income before income taxes | [removed: 324,024] [added: 306,604] | | | | [removed: 309,697] [added: 324,024] | | | | [removed: 283,656] [added: 309,697] | | | | [removed: 242,551] [added: 283,656] | | | | [removed: 240,084] [added: 242,551] | | |

| Income tax provision | [removed: 119,001] [added: 120,884] | | | | [removed: 119,983] [added: 119,001] | | | | [removed: 107,657] [added: 119,983] | | | | [removed: 85,156] [added: 107,657] | | | | [removed: 100,678] [added: 85,156] | | |

| Net income | $ | [removed: 205,023] [added: 185,720] | | | $ | [removed: 189,714] [added: 205,023] | | | $ | [removed: 175,999] [added: 189,714] | | | $ | [removed: 157,395] [added: 175,999] | | | $ | [removed: 139,406] [added: 157,395] | |

| Net income allocated to common stockholders | $ | [removed: 204,125] [added: 184,945] | | | $ | [removed: 188,392] [added: 204,125] | | | $ | [removed: 173,863] [added: 188,392] | | | $ | [removed: 155,254] [added: 173,863] | | | $ | [removed: 136,582] [added: 155,254] | |

| Basic | $ | [removed: 2.46] [added: 2.27] | | | $ | [removed: 2.21] [added: 2.46] | | | $ | [removed: 1.99] [added: 2.21] | | | $ | [removed: 1.78] [added: 1.99] | | | $ | [removed: 1.52] [added: 1.78] | |

| Diluted | [removed: 2.46] [added: 2.27] | | | | [removed: 2.21] [added: 2.46] | | | | [removed: 1.99] [added: 2.21] | | | | [removed: 1.78] [added: 1.99] | | | | [removed: 1.52] [added: 1.78] | | |

| Cash dividends declared per share (1) (2) | [removed: 0.88] [added: 0.96] | | | | [removed: 0.78] [added: 0.88] | | | | [removed: 1.16] [added: 0.78] | | | | [removed: 1.29] [added: 1.16] | | | | [removed: 0.44] [added: 1.29] | | |

| Total assets | $ | [removed: 384,788] [added: 476,615] | | | $ | [removed: 383,901] [added: 384,788] | | | $ | [removed: 441,589] [added: 383,901] | | | $ | [removed: 338,858] [added: 441,589] | | | $ | [removed: 327,868] [added: 338,858] | |

| Total liabilities | [removed: 125,143] [added: 146,069] | | | | [removed: 133,834] [added: 125,143] | | | | [removed: 157,072] [added: 133,834] | | | | [removed: 99,736] [added: 157,072] | | | | [removed: 91,598] [added: 99,736] | | |

| Total stockholders' equity | [removed: 259,645] [added: 317,946] | | | | [removed: 250,067] [added: 259,645] | | | | [removed: 284,517] [added: 250,067] | | | | [removed: 239,122] [added: 284,517] | | | | [removed: 236,270] [added: 239,122] | | |

| Equities | [removed: 1,559] [added: 1,446] | | | | [removed: 1,939] [added: 1,559] | | | | [removed: 1,721] [added: 1,939] | | | | [removed: 1,977] [added: 1,721] | | | | [removed: 2,048] [added: 1,977] | | |

| Indexes | [removed: 1,620] [added: 1,719] | | | | [removed: 1,613] [added: 1,620] | | | | [removed: 1,479] [added: 1,613] | | | | [removed: 1,217] [added: 1,479] | | | | [removed: 1,271] [added: 1,217] | | |

| Exchange-traded products | [removed: 1,274] [added: 1,297] | | | | [removed: 1,507] [added: 1,274] | | | | [removed: 1,353] [added: 1,507] | | | | [removed: 1,247] [added: 1,353] | | | | [removed: 1,462] [added: 1,247] | | |

| Total options average daily volume | [removed: 4,453] [added: 4,462] | | | | [removed: 5,059] [added: 4,453] | | | | [removed: 4,553] [added: 5,059] | | | | [removed: 4,441] [added: 4,553] | | | | [removed: 4,781] [added: 4,441] | | |

| Futures | [removed: 205] [added: 239] | | | | [removed: 201] [added: 205] | | | | [removed: 159] [added: 201] | | | | [removed: 96] [added: 159] | | | | [removed: 48] [added: 96] | | |

| Total average daily volume | [removed: 4,658] [added: 4,701] | | | | [removed: 5,260] [added: 4,658] | | | | [removed: 4,712] [added: 5,260] | | | | [removed: 4,537] [added: 4,712] | | | | [removed: 4.829] [added: 4,537] | | |

| Redeemable noncontroling interests | 12,600 | | | | — | | | | — | | | | — | | | | — | | |

| [Reports of Independent Registered Public Accounting [removed: Firm](#s3488C1E10C58A6E330294CCC394DEA84)] [added: Firm](#sD15673230393D75D86A41A195BC71CB1)] | [removed: [55](#s3488C1E10C58A6E330294CCC394DEA84)] [added: [65](#sD15673230393D75D86A41A195BC71CB1)] |

| [Consolidated Balance Sheets as of December 31, [removed: 2015] [added: 2016] and [removed: 2014](#sA244616046C89EDDC1C14CCC0E76E21A)] [added: 2015](#sDF761CDEEFB7FA1150B91A191ED4608B)] | [removed: [57](#sA244616046C89EDDC1C14CCC0E76E21A)] [added: [67](#sDF761CDEEFB7FA1150B91A191ED4608B)] |

| [Consolidated Statements of Income for the Years Ended December 31, [removed: 2015, 2014] [added: 2016, 2015] and [removed: 2013](#s4373C1CFD2170DD64DF54CCC0E09DCB2)] [added: 2014](#s3AA3757FE8853CE538CC1A191EFCFCF0)] | [removed: [58](#s4373C1CFD2170DD64DF54CCC0E09DCB2)] [added: [68](#s3AA3757FE8853CE538CC1A191EFCFCF0)] |

| [Consolidated Statements of Comprehensive Income for the Years Ended December 31, [removed: 2015, 2014] [added: 2016, 2015] and [removed: 2013](#s0FBA0E369FFEA4C232B64CCC0DEA6458)] [added: 2014](#sBEEEF05CBFE9AECE12151A191F165EC7)] | [removed: [59](#s0FBA0E369FFEA4C232B64CCC0DEA6458)] [added: [69](#sBEEEF05CBFE9AECE12151A191F165EC7)] |

| [Consolidated Statements of Cash Flows for the Years Ended December 31, [removed: 2015, 2014] [added: 2016, 2015] and [removed: 2013](#s51DAB3C7FC30FF0CE8814CCC0E2821E8)] [added: 2014](#sEA14D2075251E2CA62C21A191F1C1894)] | [removed: [60](#s51DAB3C7FC30FF0CE8814CCC0E2821E8)] [added: [70](#sEA14D2075251E2CA62C21A191F1C1894)] |

| [Consolidated Statements of Stockholders' Equity for the Years Ended December 31, [removed: 2015, 2014] [added: 2016, 2015] and [removed: 2013](#s18EC6E9C149A152E12184CCC0DEA9BE0)] [added: 2014](#s18F4C31A9C6AFEF4D4601A191F43C1D1)] | [removed: [61](#s18EC6E9C149A152E12184CCC0DEA9BE0)] [added: [71](#s18F4C31A9C6AFEF4D4601A191F43C1D1)] |

| [Notes to Consolidated Financial [removed: Statements](#s4DAE8287183334E08B2E4CCC3AC41FFD)] [added: Statements](#s23C8E2BB0A29AB4FAFF01A195CFAE8E0)] | [removed: [62](#s4DAE8287183334E08B2E4CCC3AC41FFD)] [added: [72](#s23C8E2BB0A29AB4FAFF01A195CFAE8E0)] |

[removed: We have audited the accompanying consolidated balance sheets of CBOE Holdings, Inc. and subsidiaries (the "Company") as of] December 31, [removed: 2015] [added: 2016] and [removed: 2014,] [added: 2015,] and the related consolidated statements of income, comprehensive income, [removed: stockholders'] [added: stockholders’] equity, and cash flows for each of the three years in the period ended December 31, [removed: 2015.][added: 2016.]

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of CBOE Holdings, Inc. [removed: and subsidiaries] as of December 31, [removed: 2015] [added: 2016] and [removed: 2014,] [added: 2015,] and the results of their operations and their cash flows for each of the three years in the period ended December 31, [removed: 2015,] [added: 2016,] in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the [removed: Company's] [added: Company’s] internal control over financial reporting as of December 31, [removed: 2015,] [added: 2016,] based on the criteria established in Internal [removed: Control - Integrated] [added: Control-Integrated] Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February [removed: 19, 2016] [added: 21, 2017] expressed an unqualified opinion on the [removed: Company's] [added: Company’s] internal control over financial reporting.

[removed: We have audited the internal control over financial reporting of CBOE Holdings, Inc. and subsidiaries (the "Company") as of] December 31, [removed: 2015,] [added: 2016,] based on criteria established in Internal [removed: Control - Integrated] [added: Control-Integrated] Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

[removed: In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of] December 31, [removed: 2015,] [added: 2016,] based on the criteria established in Internal [removed: Control - Integrated] [added: Control-Integrated] Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements as of and for the year ended December 31, [removed: 2015] [added: 2016] of the Company and our report dated [removed: February 19, 2016 expressed an unqualified opinion on those financial statements.]

December 31, [removed: 2015] [added: 2016] and December 31, [removed: 2014][added: 2015]

| (in thousands, except [added: per] share amounts) | December 31, [added: 2016 | | | | December 31,] 2015 | | | | December 31, 2014 | | |

| Cash and [removed: cash equivalents] [added: Cash Equivalents at End of Period] | $ | [added: 97,298 | | | $ |] 102,253 | | | $ | 147,927 | |

| Accounts receivable—net allowances of [removed: 2015] [added: 2016] - [removed: $150] [added: $127] and [removed: 2014] [added: 2015] - [removed: $285] [added: $150] | [removed: 62,535] [added: 69,902] | | | | [removed: 58,386] [added: 62,535] | | |

| Marketing fee receivable | [removed: 5,682] [added: 6,685] | | | | [removed: 10,697] [added: 5,682] | | |

| Income taxes receivable | [removed: 27,901] [added: 53,708] | | | | [removed: 21,503] [added: 27,901] | | |

| Other prepaid expenses | [removed: 5,122] [added: 5,360] | | | | [removed: 4,622] [added: 5,122] | | |

| Other current assets | [removed: 625] [added: 134] | | | | [removed: 972] [added: 625] | | |

| Total Current Assets | [removed: 204,118] [added: 235,045] | | | | [removed: 244,107] [added: 204,118] | | |

| Investments | [removed: 48,430] [added: 72,923] | | | | [removed: 12,351] [added: 48,430] | | |

| Construction in progress | [removed: 885] [added: 173] | | | | [removed: —] [added: 885] | | |

| Building | [removed: 70,531] [added: 77,026] | | | | [removed: 68,019] [added: 70,531] | | |

| Furniture and equipment | [removed: 144,597] [added: 138,837] | | | | [removed: 286,723] [added: 144,597] | | |

| Less accumulated depreciation and amortization | [removed: (155,653] [added: (160,101] | | ) | | [removed: (287,886] [added: (155,653] | | ) |

| Total Property and Equipment—Net | [removed: 60,360] [added: 55,935] | | | | [removed: 66,856] [added: 60,360] | | |

| Goodwill | [removed: 7,655] [added: 26,468] | | | | [removed: —] [added: 7,655] | | |

| Intangible assets (less accumulated amortization [removed: --2015] [added: --2016] - [removed: $182] [added: $1,894] and [removed: 2014] [added: 2015] - [removed: $0)] [added: $182)] | [removed: 2,378] [added: 8,666] | | | | [removed: —] [added: 2,378] | | |

| Software development work in progress | [removed: 13,836] [added: 12,305] | | | | [removed: 7,817] [added: 13,836] | | |

| Data processing software and other assets (less accumulated amortization of [removed: 2015] [added: 2016] - [removed: $164,152; 2014] [added: $171,950; 2015] - [removed: $163,486)] [added: $164,152)] | [removed: 43,097] [added: 50,675] | | | | [removed: 47,856] [added: 43,097] | | |

| Total Other Assets—Net | [removed: 59,311] [added: 81,330] | | | | [removed: 55,673] [added: 59,311] | | |

| Total | $ | [removed: 384,788] [added: 476,615] | | | $ | [removed: 383,901] [added: 384,788] | |

| [removed: Liabilities] [added: Liabilities, Redeemable Noncontrolling Interests] and [removed: Stockholders'] [added: Stockholders’] Equity | | | | | | | |

| Accounts payable and accrued expenses | $ | [removed: 60,104] [added: 79,400] | | | $ | [removed: 58,566] [added: 60,104] | |

| Marketing fee payable | [removed: 6,141] [added: 7,218] | | | | [removed: 11,236] [added: 6,141] | | |

| Contingent consideration - current | [removed: 2,000] [added: —] | | | | [removed: —] [added: 2,000] | | |

| Deferred revenue and other liabilities | [removed: 4,019] [added: 3,107] | | | | [removed: 1,988] [added: 4,019] | | |

| Post-retirement benefit obligation - current | 100 | | | | [removed: 101] [added: 100] | | |

We have audited the accompanying consolidated balance sheets of CBOE Holdings, Inc. (the “Company”) as of

February 21, 2017

We have audited the internal control over financial reporting of CBOE Holdings, Inc. (the “Company”) as of

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of

February 21, 2017 expressed an unqualified opinion on those financial statements.

February 21, 2017

| Deferred financing costs | 1,958 | | | | — | | |

| Deferred tax asset | 3,494 | | | | — | | |

| Deferred financing long-term | 6,190 | | | | — | | |

| Redeemable Noncontrolling Interests | 12,600 | | | | — | | |

| Total | $ | 476,615 | | | $ | 384,788 | |

| Net loss attributable to noncontrolling interests | 1,100 | | | | — | | | | — | | |

| Net Income Excluding Noncontrolling Interests | 186,820 | | | | 205,023 | | | | 189,714 | | |

| Change in redemption value of noncontrolling interests | (1,100 | | ) | | — | | | | — | | |

Years Ended December 31, 2016, 2015 and 2014

| Comprehensive loss attributable to noncontrolling interests | 1,100 | | | | — | | | | — | | |

| Comprehensive Income Excluding noncontrolling interests | 186,882 | | | | 204,888 | | | | 190,075 | | |

| Change in redemption value of noncontrolling interests | (1,100 | | ) | | — | | | | — | | |

Years Ended December 31, 2016, 2015 and 2014

| (in thousands) | December 31, 2016 | | | | December 31, 2015 | | | | December 31, 2014 | | |

| Net Income | $ | 185,720 | | | $ | 205,023 | | | $ | 189,714 | |

| Depreciation and amortization | 44,377 | | | | 46,274 | | | | 39,913 | | |

| Gain on settlement of contingent consideration | (1,399 | | ) | | — | | | | — | | |

| Acquisition of a majority interest in a business, net of cash received | (14,257 | | ) | | (2,960 | | ) | | — | | |

| Payment of contingent consideration from acquisition | (1,980 | | ) | | — | | | | — | | |

| Deferred financing costs | (8,148 | | ) | | — | | | | — | | |

Years Ended December 31, 2016, 2015 and 2014

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Net Income excluding noncontrolling interests | | | | | | | | | | | | | 186,820 | | | | | | | | | | | | 186,820 | | | | | | |

| Increase due to acquiring majority of outstanding equity of Vest | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | 12,600 | | |

| Net loss attributable to redeemable noncontrolling interest | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | (1,100 | | ) |

| Redemption value adjustment | | | | | | | | | | | | | (1,100 | | ) | | | | | | | | | | (1,100 | | ) | | 1,100 | | |

| Balance-December 31, 2016 | $ | — | | | $ | 929 | | | $ | 139,249 | | | $ | 710,779 | | | $ | (532,249 | ) | | $ | (762 | ) | | $ | 317,946 | | | $ | 12,600 | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

For the years ended December 31, 2016, 2015 and 2014

| | |

February 19, 2016

| Acquisition of a business | (2,960 | | ) | | — | | | | — | | |

| Investment in IPXI Holdings, LLC | — | | | | — | | | | (612 | | ) |

| Unpaid liability - dividends payable | — | | | | — | | | | 43,831 | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Balance—January 1, 2013 | $ | — | | | $ | 913 | | | $ | 67,812 | | | $ | 275,491 | | | $ | (104,201 | ) | | $ | (893 | ) | | $ | 239,122 | |

| Net income | | | | | | | | | | | | | 175,999 | | | | | | | | | | | | 175,999 | | |

Effective January 1, 2015, we updated certain line item descriptions on our Consolidated Statement of Income.

The table below highlights the changes:

| Prior description | Current description |

| Employee costs | Compensation and benefits |

| Data processing | Technology support services |

| Outside services | Professional fees and outside services |

| Trading volume incentives | Order routing |

Fixed Asset Retirements

In the third quarter of 2015, we completed a review of fixed assets, which resulted in the retirement of furniture and equipment and data processing software that were no longer in use and had a net book value of zero.

The retired furniture and equipment and data processing software had a gross cost and accumulated depreciation of $144.3 million and $19.5 million, respectively.

As of December 16, 2015, we amended and restated our Amended and Restated Certificate of Incorporation to, among other items, change the name of our unrestricted common stock to common stock and remove obsolete provisions related to the designations, rights and preferences of Class A-1 and Class A-2 common stock.

With the exception of the line item descriptions, fixed asset retirements and common stock, there have been no other material changes in the manner or basis for presenting the items.

creditworthiness of the financial institutions with which it does business; therefore concentrations of credit risk are limited.

The reporting unit identified for our goodwill testing is exchange services and other fees.

In September 2015, the FASB issued ASU-2015-16, Business Combinations.

This standard simplifies the accounting for adjustments made to provisional amounts recognized in a business combination.

First, it requires that the acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amount is determined.

The acquirer also should record, in the same period's financial statements, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date.

The amendments should be applied prospectively to adjustments to provisional amounts that are identified after December 15, 2015 and that are within the measurement period.

Upon transition, an entity would be required to disclose the nature of, and reason for, the change in accounting principle.

An entity would provide that disclosure in the first annual period of adoption and in the interim periods within the first annual period.

In November 2015, the FASB issued ASU-2015-17, Income Taxes- Balance Sheet Classification of Deferred Taxes.

This standard affects only entities that present a classified statement of financial position.

Deferred tax liabilities and assets will be classified as noncurrent in a classified statement of financial position and the current requirement that deferred tax liabilities and assets of a tax-paying component of an entity be offset and presented as a single amount remains the same.

Notably, ASU No. 2015-17 aligns the presentation of deferred income tax assets and liabilities with International Accounting Standard 1, Presentation of Financial Statements, which requires deferred tax assets and liabilities to be classified as noncurrent in a classified statement of financial position.

Earlier application is permitted for all entities as of the beginning of an interim or annual reporting period.

Entities are required to apply the proposed amendments prospectively to all deferred income tax liabilities and assets or retrospectively to all periods presented.

We decided to early adopt this standard on a retrospective basis for the period ended December 31, 2015 and the adoption did not have a material effect on our consolidated balance sheet.

On August 7, 2015, the Company acquired the market data services and trading analytics platforms of Livevol, Inc. ("Livevol"), which included Livevol Core, Livevol Pro and Livevol X trading analytics platforms, as well as Livevol Enterprise and other market data solutions products.

The purchase price consisted of $7.0 million cash, including $4.0 million paid to existing Livevol debt holders and $3.0 million to Livevol owners, upon closing plus contingent consideration based on achievement of certain performance targets, measured at nine and eighteen months from the acquisition date of August 7, 2015.

The acquisition included tangible and intangible assets totaling $0.1 million and $2.6 million, respectively.

Management assessed the effectiveness of the Company's internal control over financial reporting as of December 31, [removed: 2015.][added: 2016.]

Based on this assessment, management believes that, as of December 31, [removed: 2015,] [added: 2016,] our internal control over financial reporting is effective.

The effectiveness of our internal control over financial reporting as of December 31, [removed: 2015] [added: 2016] has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report on page [removed: [56.](#s7674A21286A789F6B98D4CCC396CB715)][added: [67.](#sF44DB60FAF4F7360F44B1A195BD08A96)]

There were no changes in the Company's internal control over financial reporting that occurred during the three months ended December 31, [removed: 2015] [added: 2016] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Information relating to our executive officers is included on pages [removed: [18](#s23F6CB69BE159C74EA824CCC36609D83)] [added: [18](#s798C0CAB602271ECA35E1A19586B540C)] of this Annual Report on Form 10-K.

Information relating to our directors, including our audit committee and audit committee financial experts and the procedures by which stockholders can recommend director nominees, and our executive officers will be in our definitive Proxy Statement for our [removed: 2016] [added: 2017] Annual Meeting of Stockholders planned to be held on May [removed: 19, 2016,] [added: 18, 2017,] which will be filed within 120 days of the end of our fiscal year ended December 31, [removed: 2015 ("2016] [added: 2016 ("2017] Proxy Statement") and is incorporated herein by reference.

Information relating to our executive officer and director compensation and the compensation committee of our board of directors will be in the [removed: 2016] [added: 2017] Proxy Statement and is incorporated herein by reference.

Information relating to security ownership of certain beneficial owners of our common stock and information relating to the security ownership of our management will be in the [removed: 2016] [added: 2017] Proxy Statement and is incorporated herein by reference.

Information regarding certain relationships and related transactions and director independence will be in the [removed: 2016] [added: 2017] Proxy Statement and is incorporated herein by reference.

Information regarding principal accountant fees and services will be in the [removed: 2016] [added: 2017] Proxy Statement and is incorporated herein by reference.

Our consolidated financial statements and the related reports of management and our independent registered public accounting firm which are required to be filed as part of this report are included in this Annual Report on Form 10-K beginning at page [removed: [54](#sDC510431259AA4296F1D4CCC391E3290).][added: [65](#s21C1AE24AD965236A83C1A195BC05DB5).]

| • | Consolidated Balance Sheets as of December 31, [removed: 2015] [added: 2016] and [removed: 2014] [added: 2015] |

| • | Consolidated Statements of Income for the years ended December 31, [removed: 2015, 2014] [added: 2016, 2015] and [removed: 2013] [added: 2014] |

| • | Consolidated Statements of Comprehensive Income for the years ended December 31, [removed: 2015, 2014] [added: 2016, 2015] and [removed: 2013] [added: 2014] |

| • | Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2015, 2014] [added: 2016, 2015] and [removed: 2013] [added: 2014] |

| • | Consolidated Statements of Stockholders' Equity for the years ended December 31, [removed: 2015, 2014] [added: 2016, 2015] and [removed: 2013] [added: 2014] |

| [removed: 10.13] [added: 10.14] | | | Chicago Board Options Exchange, Incorporated Supplemental Retirement Plan, incorporated by reference to Exhibit 10.14 to Amendment No. 4 to the Company's Registration Statement on Form S-4 (File No. 333-140574) filed on August 14, 2009.* |

| [removed: 10.14] [added: 10.15] | | | Chicago Board Options Exchange, Incorporated Deferred Compensation Plan for Officers, incorporated by reference to Exhibit 10.15 to Amendment No. 4 to the Company's Registration Statement on Form S-4 (File No. 333-140574) filed on August 14, 2009.* |

| [removed: 10.15] [added: 10.17] | | | Amendment No. 1 to the Chicago Board Options Exchange, Incorporated Supplemental Retirement Plan, incorporated by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2010 (File No. 001-34774) filed on November 12, 2010.* |

| [removed: 10.16] [added: 10.26] | | | Amended and Restated Employment Agreement, [removed: effective December 31, 2009,] by and [removed: between the] [added: among CBOE Holdings, Inc.,] Chicago Board Options Exchange, Incorporated and [removed: William J. Brodsky,] [added: Edward T. Tilly, dated December 11, 2012,] incorporated by reference to Exhibit [removed: 10.16 to Amendment No. 5] [added: 10.2] to the Company's [removed: Registration Statement] [added: Current Report] on Form [removed: S-4] [added: 8-K] (File No. [removed: 333-140574)] [added: 001-34774)] filed on [removed: March 11, 2010.*] [added: December 12, 2012.*] |

| [removed: 10.17] [added: 10.19] | | | Amended and Restated CBOE Holdings, Inc. Long-Term Incentive Plan, incorporated by reference to Exhibit 10.20 to Amendment No. 4 to the Company's Registration Statement on Form S-1 (File No. 333-165393) filed on June 11, 2010.* |

| [removed: 10.18] [added: 10.20] | | | Form of Restricted Stock Award Agreement (for Executive Officers), incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2010 (File No. 001-34774) filed on June 11, 2010.* |

| [removed: 10.19] [added: 10.21] | | | Form of Restricted Stock Award Agreement (for Non-employee Directors), incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2010 (File No. 001-34774) filed on June 11, 2010.* |

| [removed: 10.20] [added: 10.22] | | | Amended and Restated CBOE Holdings, Inc. Executive Severance Plan, incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2015 (File No. 001-34774) filed on May 6, 2015.* |

| [removed: 10.21] [added: 10.23] | | | Form of Director Indemnification Agreement, incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K (File No. 001-34774) filed on December 20, 2010. |

| [removed: 10.22] [added: 10.24] | | | [added: Second] Amended and Restated CBOE Holdings, Inc. Long-Term Incentive Plan, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-34774), filed on May [removed: 18, 2011. *] [added: 24, 2016.*] |

| [removed: 10.23] [added: 10.25] | | | Amendment No. 1, dated August 22, 2011, to the Amended and Restated License Agreement, dated September 29, 2006, by and between CME Group Index Services LLC (as successor-in-interest to Dow Jones & Company, Inc.) and the Chicago Board Options Exchange, Incorporated, incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2011 (File No. 001-34774) filed on November 9, 2011.+ |

| [removed: 10.24] [added: 2.1] | | | [removed: Transition Agreement,] [added: Agreement and Plan of Merger, dated as of September 25, 2016,] by and among CBOE Holdings, Inc., [removed: Chicago Board Options Exchange, Incorporated] [added: CBOE Corporation, CBOE V, LLC] and [removed: William J. Brodsky, dated December 11, 2012,] [added: Bats Global Markets, Inc.,] incorporated by reference to Exhibit 10.1 to the [removed: Company's] [added: Company’s] Current Report on Form 8-K (File No. [removed: 001-34774)] [added: 001-34774),] filed on [removed: December 12, 2012.*] [added: September 28, 2016.] |

| [removed: 10.25] [added: 3.1] | | | [added: Second] Amended and Restated [removed: Employment Agreement, by and among] [added: Certificate of Incorporation of] CBOE Holdings, Inc., [removed: Chicago Board Options Exchange, Incorporated and Edward T. Tilly, dated December 11, 2012,] incorporated by reference to Exhibit [removed: 10.2] [added: 3.1] to the Company's [removed: Current] [added: Annual] Report on Form [removed: 8-K] [added: 10-K for the year ended December 31, 2015] (File No. 001-34774) filed on [removed: December 12, 2012.*] [added: February 19, 2016.] |

| [removed: 10.26] [added: 10.27] | | | Amendment No. 12, to the S&P License Agreement, dated March 9, 2013, incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q (File no. 001-34774) filed on May 7, 2013. + |

| [removed: 10.27] [added: 10.28] | | | Form of Restricted Stock Unit Award Agreement (for Executive Officers) under the Amended and Restated CBOE Holdings, Inc. Long-term Incentive Plan, incorporated by reference to Exhibit 10.27 to the Company's Annual Report on Form 10-K for the year ended December 31, 2013 (File No. 001-34774) filed on February 21, 2014.* |

| [removed: 10.28] [added: 10.29] | | | Form of Restricted Stock Unit Award Agreement (relative total shareholder return) under the Amended and Restated CBOE Holdings, Inc. Long-term Incentive Plan, incorporated by reference to Exhibit 10.28 to the Company's Annual Report on Form 10-K for the year ended December 31, 2013 (File No. 001-34774) filed on February 21, 2014.* |

| [removed: 10.29] [added: 10.30] | | | Form of Restricted Stock Unit Award Agreement (earnings per share) under the Amended and Restated CBOE Holdings, Inc. Long-term Incentive Plan, incorporated by reference to Exhibit 10.29 to the Company's Annual Report on Form 10-K for the year ended December 31, 2013 (File No. 001-34774) filed on February 21, 2014.* |

| [removed: 10.30] [added: 10.34] | | | Form of [removed: 2016] [added: 2017] Restricted Stock Unit Award Agreement (for Executive Officers) under the [added: Second] Amended and Restated CBOE Holdings, Inc. Long-term Incentive Plan (filed herewith).* |

| [removed: 10.31] [added: 10.35] | | | Form of [removed: 2016] [added: 2017] Restricted Stock Unit Award Agreement (relative total shareholder return) under the [added: Second] Amended and Restated CBOE Holdings, Inc. Long-term Incentive Plan (filed herewith).* |

| [removed: 10.32] [added: 10.36] | | | Form of [removed: 2016] Restricted Stock Unit Award Agreement [removed: (earnings per share)] [added: (3 Year Cliff Vest)] under the [added: Second] Amended and Restated CBOE Holdings, Inc. Long-term Incentive Plan (filed herewith).* |

Date: February [removed: 19, 2016][added: 21, 2017]

Tilly, as attorney-in-fact and agent, with full power of substitution and re-substitution, to sign on his or her behalf, individually and in any and all capacities, including the capacities stated below, any and all amendments to this Annual Report on Form 10-K for the year ended December 31, [removed: 2015] [added: 2016] and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting to said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.

| /s/ EDWARD T. TILLY | | Chief Executive Officer and Director | | February [removed: 19, 2016] [added: 21, 2017] |

| /s/ ALAN J. DEAN | | Executive Vice President, Chief Financial Officer and Treasurer | | February [removed: 19, 2016] [added: 21, 2017] |

| /s/ DAVID S. REYNOLDS | | Vice President and Chief Accounting Officer | | February [removed: 19, 2016] [added: 21, 2017] |

| /s/ WILLIAM J. BRODSKY | | Chairman | | February [removed: 19, 2016] [added: 21, 2017] |

| /s/ JAMES R. BORIS | | Director | | February [removed: 19, 2016] [added: 21, 2017] |

| /s/ FRANK E. ENGLISH, JR. | | Director | | February [removed: 19, 2016] [added: 21, 2017] |

| /s/ EDWARD J. FITZPATRICK | | Director | | February [removed: 19, 2016] [added: 21, 2017] |

| /s/ JANET P. FROETSCHER | | Director | | February [removed: 19, 2016] [added: 21, 2017] |

| /s/ JILL R. GOODMAN | | Director | | February [removed: 19, 2016] [added: 21, 2017] |

| /s/ R. EDEN MARTIN | | Director | | February [removed: 19, 2016] [added: 21, 2017] |

| /s/ RODERICK A. PALMORE | | Director | | February [removed: 19, 2016] [added: 21, 2017] |

| /s/ SUSAN M. PHILLIPS | | Director | | February [removed: 19, 2016] [added: 21, 2017] |

| 4.1 | | | Indenture, dated as of January 12, 2017, by and between the CBOE Holdings, Inc. and Wells Fargo Bank National Association, as trustee, incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K (File No. 001-34774), filed on January 12, 2017. |

| 4.2 | | | Officer’s Certificate, dated as of January 12, 2017, establishing the 3.650% Senior Notes due 2027 of CBOE Holdings, Inc., incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K (File No. 001-34774), filed on January 12, 2017. |

| 4.3 | | | Form of 3.650% Senior Notes due 2027 (included in Exhibit 4.2 hereto). |

| 10.13 | | | Amendments to the Chicago Board Options Exchange, Incorporated Executive Retirement Plan (Filed herewith).* |

| 10.16 | | | Amendments to the Chicago Board Options Exchange, Incorporated Deferred Compensation Plan for Officers (Filed herewith).* |

| 10.18 | | | Amendments to the Chicago Board Options Exchange, Incorporated Supplemental Retirement Plan (Filed herewith).* |

| 10.31 | | | Form of 2016 Restricted Stock Unit Award Agreement (for Executive Officers) under the Amended and Restated CBOE Holdings, Inc. Long-term Incentive Plan, incorporated by reference to Exhibit 10.30 to the Company's Annual Report on Form 10-K for the year ended December 31, 2015 (File No. 001-34774) filed on February 19, 2016.* |

| 10.32 | | | Form of 2016 Restricted Stock Unit Award Agreement (relative total shareholder return) under the Amended and Restated CBOE Holdings, Inc. Long-term Incentive Plan, incorporated by reference to Exhibit 10.31 to the Company's Annual Report on Form 10-K for the year ended December 31, 2015 (File No. 001-34774) filed on February 19, 2016.* |

| 10.33 | | | Form of 2016 Restricted Stock Unit Award Agreement (earnings per share) under the Amended and Restated CBOE Holdings, Inc. Long-term Incentive Plan, incorporated by reference to Exhibit 10.32 to the Company's Annual Report on Form 10-K for the year ended December 31, 2015 (File No. 001-34774) filed on February 19, 2016.* |

| 10.37 | | | Debt Commitment Letter, dated as of September 25, 2016, by and among CBOE Holdings, Inc., Bank of America, N.A. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (File No. 001-34774), filed on November 8, 2016. |

| 10.38 | | | Form of Voting and Support Agreement between CBOE Holdings, Inc. and the directors and executive officers of Bats Global Markets, Inc., incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No. 001-34774), filed on September 28, 2016. |

| 10.39 | | | Form of Voting and Support Agreement between Bats Global Markets, Inc. and the directors and executive officers of CBOE Holdings, Inc., incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K (File No. 001-34774), filed on September 28, 2016. |

| 10.40 | | | Term Loan Credit Agreement, dated as of December 15, 2016, by and among CBOE Holdings, Inc., Bank of America, N.A., as Administrative Agent, certain lenders named therein, Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Sole Lead Arranger and Sole Bookrunner, Morgan Stanley MUFG Loan Partners, LLC, as Syndication Agent, and Citibank, N.A., PNC Bank, National Association and JPMorgan Chase Bank, N.A., as Co-Documentation Agents, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-34774), filed on December 20, 2016. |

| 10.41 | | | Credit Agreement, dated as of December 15, 2016, by and among CBOE Holdings, Inc., Bank of America, N.A., as Administrative Agent and as Swing Line Lender, certain lenders named therein, Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Sole Lead Arranger and Sole Bookrunner, Morgan Stanley MUFG Loan Partners, LLC, as Syndication Agent, and Citibank, N.A., PNC Bank, National Association and JPMorgan Chase Bank, N.A., as Co-Documentation Agents, incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No. 001-34774), filed on December 20, 2016. |

Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K.

A copy of any omitted schedule will be furnished supplementally to the Securities and Exchange Commission upon request.

| /s/ WILLIAM M. FARROW III | | Director | | February 21, 2017 |

| William M. Farrow III | | | | |

| | | | | |

| | | | |

| 3.1 | | | Second Amended and Restated Certificate of Incorporation of CBOE Holdings, Inc. (filed herewith). |