Item 9A. Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures

The Company's management, with the participation of its Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company's disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)) as of the end of the period covered by this report. Based upon that evaluation, the Company's Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, the Company's disclosure controls and procedures are effective.

(b) Management's Annual Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control system has been designed to provide reasonable assurance to management and the board of directors regarding the preparation and fair presentation of published financial statements.

Management assessed the effectiveness of the Company's internal control over financial reporting as of December 31, 2017. Management based its assessment on criteria for effective internal control over financial reporting described in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Management's assessment included evaluating the design of our internal control over financial reporting and testing the operational effectiveness of our internal control over financial reporting. The results of its assessment were reviewed with the audit committee of the board of directors.

Implementation of Internal Controls with respect to Bats. On February 28, 2017, the Company acquired Bats. In conducting the evaluation of the effectiveness of internal control over financial reporting, the Company elected to exclude Bats when conducting the annual evaluation of internal controls as permitted by relevant guidance from the staff of the SEC. The Company is implementing internal controls over significant processes specific to the acquisition that management believes are appropriate in consideration of related integration of operations, systems, control activities, and accounting for the Merger and the transactions contemplated by the Merger Agreement. As of the date of this Annual Report on Form 10-K, the Company is in the process of further integrating the acquired Bats operations into the Company’s overall internal control over financial reporting. The Merger resulted in changes in the operating results for the year ended December 31, 2017 compared to the year ended December 31, 2016

including $468.1 million increase of total assets, excluding acquired goodwill and intangibles, $1,712.7 million increase of total revenue, $450.0 million increases of revenues less cost of revenues and $87.4 million increases of net income for the year ended December 31, 2017.

Based on its assessment of the Company’s internal control over financial reporting, management believes that, as of December 31, 2017, our internal control over financial reporting is effective.

Except as described above, there were no changes in the Company's internal control over financial reporting that occurred during the three months ended December 31, 2017 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

The effectiveness of our internal control over financial reporting as of December 31, 2017 has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report on page 99.