Cboe Global Markets (CBOE) 10-K risk factor changes: FY2018 vs FY2017

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

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

In [removed: 2017,] [added: 2018,] approximately [removed: 69.8%] [added: 64.7%] of our net transaction fees (defined below) were generated by 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 [removed: operating] [added: net] revenues are dependent in large part on the exclusive licenses we hold for these products and our ability to maintain our exclusive VIX methodology.

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

[added: For example, if we are unable to fulfill] our obligations under the consent orders with the SEC with respect to Cboe Options and [removed: C2 or with respect to BZX, BYX, EDGX and EDGA,] [added: C2,] it may have a significant adverse impact on our business, financial condition and operating results.

We also compete [removed: on price] against certain multiply-listed options products, including SPY, which offer some of the features of our proprietary products.

If the amount of trading volume on our exchanges decreases, or the product mix shifts to lower revenue products, our revenues from transaction fees will [added: most likely] decrease.

In [removed: 2017,] [added: 2018,] approximately [removed: 70.2%] [added: 68.6%] of our [removed: operating] [added: net] revenues were generated by our transaction-based business.

If the amount of trading volume on our exchanges, CFE or notional value traded on Cboe FX and Cboe Europe Equities exchanges decreases, we [removed: will lose] [added: are likely to see a decrease in] transaction fees.

| | · | | reduced need to trade due to [removed: low] [added: changes in] volatility and/or passive investment trends; |

These actions, including [removed: Basel III, Dodd-Frank,] the Collins Amendment to Dodd-Frank, MiFID II and MiFIR, may cause market participants to reduce trading activity on our exchanges.

If the amount of our trading volume decreases, [removed: or] the mix traded shifts to our lower revenue per contract [removed: products,] [added: products or the transaction fee pilot is implemented,] our revenues from transaction fees will [added: most likely] decrease.

Our market data [added: fees, connectivity] fees and revenues may be reduced due to declines in our market share, trading volumes or regulatory changes.

Regulatory and legal developments could also impact the fees we receive from market [removed: data,] [added: data and connectivity,] or our cost in providing such services.

In the U.S., we are generally required to file with the SEC any changes to the fees that we charge for our securities market data [removed: products.][added: products and connectivity fees.]

Specifically, the Securities Industry and Financial Markets Association (“SIFMA”) has filed a number of denial of access applications with the SEC to set aside proposed rule changes to establish or modify fees for our market data [removed: products] [added: products, connectivity fees] and related services.

An adverse ruling in these matters [added: or additional scrutiny] could cause the SEC to more closely examine exchange market data [added: and connectivity] fees, which in turn could result in our having to reduce the fees we charge for market data and [added: connectivity and] there could be a negative impact on our revenues.

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

[removed: This,] [added: U.S. banks, as well as European banks that also apply CEM, are required to maintain regulatory capital that is disproportionate to the risk of clearing options contracts] and [removed: other rulemaking,] has led to further increases in capital requirements for [removed: U.S.] bank holding [removed: companies,] [added: companies] and bank subsidiaries involved in the trading and clearing of derivatives.

[removed: These increased] [added: If CEM is not replaced or the implementation of SA-CCR does not reduce] capital requirements, [removed: which in many cases overstate the true economic exposure associated with listed options,] [added: we] may [removed: reduce] [added: experience a reduction in] trading in options and futures due to bank-affiliated clearing members [removed: and broker-dealers reducing their own trading,] charging their customers more to trade, reducing the type or number of customers or withdrawing from the business of market-maker clearing.

High frequency trading accounts for a meaningful percentage of the daily volume in the U.S. and [added: European equity markets, and these actions and other efforts to slow trading could lead to a reduction in trading volumes, negatively impacting all trading markets, including our business.]

OCC’s stockholders, including Cboe Options, could [added: effectively] be required to fund this capital.

If the E.U. does not recognize OCC as a qualified clearinghouse by June 15, [removed: 2018] [added: 2019] (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.

The implementation of MiFID II and MiFIR in Europe [removed: will result] [added: has resulted] in an alteration of the existing MiFID structure that has encouraged competition among market centers in Europe.

The impact of MiFID II and MiFIR is [removed: likely to be] significant, and could reduce trading volumes and trading fees, while increasing our costs of operating in Europe.

Spot FX market participants have seen an increasing number of law enforcement actions and regulatory inquiries into their business [removed: practices.][added: practices, resulting in the publication of the Global Code as a means to reach global consensus on standards of good conduct in the wholesale FX market.]

The governmental bodies and regulatory organizations that regulate parts of the spot FX market [removed: have enacted, proposed] [added: may enact, propose] and may consider [removed: additional] legislative and regulatory initiatives and may adopt new or revised laws and regulations.

Further, our FX [removed: swaps] [added: non-deliverable forwards] business may also be adversely affected by proposed regulatory changes to the rules governing swap execution facilities.

It is also possible that there will be additional legislative and regulatory changes or efforts in the environment in which we operate our [removed: businesses that we cannot predict the nature of these changes or their impact on our business at this time, such as the impact of the E.U. General Data Protection Regulation (“GDPR”) that replaces the Data Protection Directive 95/46/EC.][added: businesses.]

In addition, U.S. and foreign legislatures and regulators and other regulatory authorities could impose legislative or regulatory changes that could adversely impact the ability of our market participants to use our [removed: markets,] [added: markets] or participate in the securities industry at all.

[removed: The] Brexit [removed: Vote] could have a negative impact on the U.K. and E.U. economies and lead to considerable uncertainty while new treaties are negotiated.

On March 29, 2017, the U.K. invoked Article 50 with its notice to leave the E.U. The terms and the exact timing of the U.K.’s exit from the E.U. (“Brexit”) remain unclear, although it is unlikely to be completed before [removed: the end of] March [added: 29,] 2019.

| | · | | Regulatory uncertainty. There is significant uncertainty about how the remaining E.U. [added: countries] (“EU27”) financial institutions with assets (including branches) in the U.K. and U.K. financial institutions with assets in the EU27 will be regulated. At present, E.U. single market regulation allows regulated financial institutions (including credit institutions, investment firms, alternative investment fund managers, insurance and reinsurance undertakings) to benefit from a passporting system for regulatory authorizations required to conduct their businesses, as well as facilitating mutual rights of access to important elements of market infrastructure such as payment and settlement systems. E.U. law is also the framework for mutual recognition of bank recovery and resolution regimes. |

[removed: | | · | | Market uncertainty. Since the Brexit Vote, there has been volatility and disruption of the capital, currency and credit markets. If this disruption continues, it may adversely impact our business, financial condition and operating results. In 2017, we derived 5.7% of our total revenues from our U.K. operations. Depending on the outcome of the Brexit negotiations, companies with operations in the U.K. may face unfavorable business conditions to access the single market. In such a case,] Cboe Europe Equities may [added: continue to] choose to move some or all of its operations to the E.U. and the related costs and expenses could have a material adverse effect on our business, financial condition and operating results. [removed: |]

An interruption, significant increase in fees or cessation [added: or impairment] of such service by any third party could have a material adverse effect on our business, financial condition and operating results.

| | · | | If OCC, NSCC, EuroCCP, LCH and SIX x-clear were unable to perform clearing [removed: services,] [added: services for existing] or [added: new products, or] their clearing members were unable or unwilling to clear through them, transactions could likely not occur on our markets or there may be [removed: delays.] [added: delays, including until clearing is moved to another clearing agency.] |

| | · | | We rely on Thesys to provide services for the implementation of the CAT. [added: Thesys is expected to be replaced by a new plan processor.] If Thesys [removed: stops providing services] or [removed: provides] [added: the new plan processor stop providing services, provide] inadequate services [added: or we experience difficulties] in [removed: connection with] the [removed: implantation of the CAT,] [added: transition to a new plan processor,] we and the other execution venues may incur regulatory liability including [added: enforcement] action by the SEC or limitations placed upon our markets. In addition, until the SEC approves a funding model that shares the cost of the CAT between the execution venues [added: and industry members, the execution venues may continue to incur additional significant costs, including as a result of engaging a new plan processor, or result in the uncollectibility of promissory notes related to the funding of the implementation and operation of the CAT.] |

At December 31, [removed: 2017,] [added: 2018,] there were [removed: ninety seven] [added: 95] TPHs that are clearing members of OCC.

Two clearing members accounted for approximately [removed: 45.1%] [added: 52.5%] of transaction and other fees collected through OCC in [removed: 2017.][added: 2018.]

futures exchange, provide certain regulatory services, we retain ultimate responsibility for the regulation of our TPHs and members.

Also, our profits could decline if competitive pressures or regulatory changes, such as the transaction fee pilot, force us to reduce fees.

Further, the SEC and some media have been scrutinizing market data and market access in late 2018.

Starting in 2015, large U.S. banks were required to use a calculation methodology known as the current exposure method (“CEM”) to compute regulatory capital requirements associated with the clearing guarantee provided by bank-affiliated OCC clearing members.

In October 2018, the Board of Governors of the Federal Reserve, the Federal Deposit Insurance Corporation, and the Office of the Comptroller of the Currency proposed to replace CEM with a more risk-sensitive calculation method known as the standardized approach to counterparty credit risk (“SA-CCR”), which is expected to reduce capital requirements associated with the clearing of listed options.

Additionally, in September 2018, the SEC held a roundtable on market data and market access to discuss a number of topics, including market data revenue received by exchanges.

To the extent the SEC adopts regulatory changes related to market data and market access (connectivity), our business, financial condition and operating results could be negatively impacted.

In addition, as discussed above, in December 2018, the SEC approved the transaction fee pilot.

The transaction fee pilot may cause Cboe’s equities exchanges, BZX, BYX, EDGX and EDGA, to require additional resources to comply with or challenge the pilot and it may have a material impact on our business, financial condition and operating results if, for example, shifts in order flow away from exchanges were to occur.

See Note 23 (“Commitments, Contingencies, and Guarantees—Legal Proceedings”) for more information.

We currently expect to complete the migration of Cboe Options by October 7, 2019.

For example, in 2018, we discovered and investigated, and are continuing to further investigate as of the date of this filing, an incident involving a suspected theft of computer servers and networking devices.

Additionally, as of the date of this filing, we believe that a number of the suspected stolen servers may have contained a limited amount of firm-specific trading data from in or before 2017, but we did not find evidence that the servers or devices contained personally identifiable information.

We continue to review and enhance our policies, procedures and controls around the protection of our computer systems and communications networks to minimize the risk of reoccurrence.

We currently maintain physical, technical, and administrative safeguards to protect the confidentiality, integrity, availability and reliability of our systems, networks and information more broadly, and to guard against cybersecurity incidents and unauthorized access.

We also maintain and continue to enhance measures for tracking and appropriately disposing of technology equipment hardware during technology updates and migrations.

Collectively, these safeguards and measures may prove inadequate to prevent the attendant risk posed by cybersecurity incidents, subjecting us to contractual restrictions, liability and damages, loss of business, penalties, unfavorable publicity, and increased scrutiny by our regulators, and materially impacting our financial condition and operating results.

Such harms also could cause us to lose market participants, experience lower trading volume, and negatively impact our competitive advantage and business, financial condition and operating results.

Additionally, as threats continue to evolve and increase, and as the regulatory environment related to information security, data collection and use, and privacy becomes increasingly rigorous, we may be required to devote significant additional resources to modify and enhance our security controls and to identify and remediate any security vulnerabilities, which could have an adverse effect on our business, financial condition and operating results.

| In 2018, approximately 64.7% of our net transaction fees were generated by options and futures that were cleared through OCC. |

| | · | | Market uncertainty. Since the Brexit Vote, there has been volatility and disruption of the capital, currency, exchange rates and credit markets. If this disruption continues, it may adversely impact our business, financial condition and operating results. |

In 2018, we derived 7.8% of our total net revenues from our U.K. operations.

Depending on the outcome of the Brexit negotiations, companies with operations in the U.K. may face unfavorable business conditions to access the single market.

In preparation for Brexit, Cboe Europe Equities is planning to establish a new venue in Amsterdam and has applied to the Netherlands Authority for the Financial Markets to become a Regulated Market in the Netherlands.

The

application is expected to be decided by the end of the first quarter of 2019.

We cannot provide assurance that our policies and procedures will always be effective, or that our

ownership of that securities position.

However, as discussed in additional detail in Note 7 (“Investments”), the OCC capital plan has been disapproved by the SEC and due to the recency there is uncertainty regarding next steps and potential consequences.

If the OCC capital plan is unwound as a result of this disapproval, we may be required to return dividend payments received from OCC, which could have a material adverse effect on our financial condition and operating results.

Although the SEC’s disapproval of the OCC capital plan may affect Cboe Options’ $40 million replenishment capital commitment described above, given OCC’s importance to Cboe Options’ business, if OCC were to experience financial difficulties, Cboe Options might nevertheless be required to inject further capital into it in order to maintain its working or regulatory capital.

subsidiaries to meet its obligations and pay dividends to its stockholders.

Risks Relating to Our Business

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

For example, if we are unable to fulfill

For example, our electronic trading platform for institutional spot FX has at times offered trading of spot gold and silver pairs without any transaction fee or waived fees for certain transactions.

Also, our profits could decline if competitive

pressures or regulatory changes force us to reduce fees.

Revenue from our spot FX business is influenced by the general level of trading activity in the spot FX market.

Trading volume on our exchanges and markets can be influenced by a number of factors, including market volatility.

In 2010, Congress passed the Dodd-Frank Act and other legislation that impact our markets or require additional action by the SEC or the CFTC.

Depending on how the SEC and CFTC interpret, implement or alter these laws, exchanges like ours could be subject to additional costs.

We could also see reduced trading by our customers due to margin or other requirements placed on them.

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

European equity markets, and these actions and other efforts to slow trading could lead to a reduction in trading volumes, negatively impacting all trading markets, including our business.

In addition, the SEC approved a two‑year “tick pilot” program to impose wider minimum quoting and/or trading increments, or tick sizes, in certain securities in an effort to incentivize liquidity provision in those securities.

The tick pilot began on October 3, 2016 and consists of a control group of approximately 1,400 securities.

The equity exchanges, including BZX, BYX, EDGX and EDGA, and FINRA are required to submit their initial assessments on the tick pilot’s impact 18 months after the pilot begins based on data generated during the first 12 months of its operation.

The tick pilot has added complexity to the exchange system, increasing our software development costs.

In addition, for tick pilot test group securities where execution at price increments narrower than the permitted quote is permitted, the implementation of the tick pilot could incentivize additional trading away from the exchanges, reducing the volume of orders executed on BZX, BYX, EDGX and EDGA.

In addition, although the Global Code does not impose legislative or regulatory obligations on market participants,

following its publication in May 2017 our spot FX business has conducted a review of its business practices in order to formally affirm its adherence to its principles, and may be subject to commercial pressures to accommodate its clients’ demands in terms of developments resulting from the Global Code’s publication.

Further consolidation and alliances among our competitors could impair our competitive position.

In recent years, the securities trading industry has witnessed increased consolidation among market participants, such as Bats’ acquisition of Direct Edge Holdings LLC in January 2014 and our own acquisition of Bats in February 2017.

Additional consolidations and alliances among market participants may create larger internal liquidity pools that may attract trading volume and liquidity away from our exchanges and, therefore, lead to decreased revenues.

In addition, consolidations or alliances among our current competitors may achieve cost reductions or other increases in efficiency, which may allow our competitors to offer lower prices or better customer service than we do.

These post‑merger competitors may be able to achieve efficiencies that allow them to offer lower transaction fees or other financial incentives, which may hinder our ability to stay competitive in listed cash equity securities, options, futures and spot FX.

In addition, these mergers may result in stronger competitors than the premerger entities as stand‑alone businesses in other markets that we may decide to enter.

| and industry members, the execution venues may continue to incur additional significant costs or result in the uncollectiblity of promissory notes related to the funding of the implementation and operation of the CAT. |

exclusively-licensed index and futures products.

chose to do so, particularly if we fail to continue to provide competitive levels of compensation.

For example, serious technical failures forced Bats to cancel its initial public offering and played a role in the halting of another issuer’s stock for five minutes.

Bats has since remedied the failures, but there can be no guarantee that we will not suffer a similar technological failure in the future that damages our reputation and results in increased regulatory scrutiny by the SEC and other governmental authorities.

More specifically, our systems may fail, in whole or in part, or may operate slowly, causing, including, one or more of the following:

Our treatment of confidential information may also be subject to contractual restrictions.

Although we currently maintain and expect to maintain security measures designed to protect the integrity of our systems and to protect against unauthorized access, such security measures, systems and facilities may prove inadequate.

If our security measures are inadequate or if there are interruptions or malfunctions in our systems or communications networks, we may be subject to contractual liability and damages, loss of business, penalties, unfavorable publicity and our financial condition and operating results could be materially impacted.

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.

As one of the world's largest exchange holding companies, we may be at a greater risk for a cyber-attack and other cyber security risks.

The frequency of cyber-attacks is increasing in general, and a variety of threat actors have specifically targeted the financial services industry.

At the date of this filing, we have no evidence of any material cases of data theft, corruption or destruction of data or compromised customer data.

However, there is no assurance that this will remain the case.

In addition, the Company is [added: one of] the [removed: second-largest] [added: largest] stock exchange [removed: operator] [added: operators] in the U.S. by volume and a leading market globally for ETP trading.

As a result of the Merger, [removed: beginning] in 2017, we [removed: are] [added: began] reporting five segments: Options, U.S. Equities, Futures, European Equities, and Global FX.

Our European Equities segment includes trading of pan‑European listed equities transaction services, ETPs, exchange‑traded commodities, and international depository receipts that occur on the RIE, operated by [removed: Cboe Europe Equities.]

It also includes the listed cash equities and ETPs routed transaction services that [removed: occur] [added: occurred] through Cboe Chi-X Europe, as well as the listings business where ETPs can be listed on Cboe Europe Equities.

Access fees represent fees assessed for the opportunity to trade, including fees for trading-related functionality [added: and connectivity] across all segments.

To facilitate trading, the Company offers technology services, terminal and other equipment rights, maintenance services, trading floor [removed: space] [added: space, trading floor connectivity] and telecommunications services.

A contract [removed: around] [added: for] proprietary market data is entered into and charged on a monthly basis in accordance with the Company’s published fee schedules as the service is provided.

Compensation and benefits represent our largest expense category and tend to be driven by [removed: both] our staffing [removed: requirements] [added: requirements, financial performance,] and the general dynamics of the employment market.

The acquisition-related [removed: transaction] costs include fees for investment banking advisors, lawyers, accountants, tax advisors, public relations firms, [removed: severance, write-offs] [added: severance and retention costs, impairment] of [removed: obsolete systems] [added: capitalized software] and other external costs directly related to the mergers and [removed: acquisitions.][added: acquisitions, as well as compensation-related expenses.]

Other Income [removed: (Expense)]

| Basic earnings per share | | [removed: $] | 3.70 | | [removed: $] | 2.27 | | [removed: $] | 1.43 | | 63.0 | % |

| Diluted earnings per share | | | 3.69 | | | 2.27 | | | 1.42 | | [removed: 62.6] [added: 62.5] | % |

| EBITDA(2) | | [added: $] | 564.0 | | [added: $] | 355.9 | | [added: $] | 208.1 | | 58.5 | % |

| Adjusted [removed: EBITDA(1)] [added: EBITDA(2)] | | $ | 662.3 | | $ | 364.3 | | $ | 298.0 | | 81.8 | % |

| Adjusted earnings margin(6) | | | 37.0 | % | | 34.8 | % | | [removed: 2.2] [added: 2.1] | % | | * |

| Diluted Adjusted earnings per share(7) | | $ | 3.42 | | $ | 2.42 | | $ | 1.00 | | [removed: 41.3] [added: 41.2] | % |

| [removed: revenue,] [added: | (4) | | Adjusted earnings is defined] as [added: net income adjusted for amortization of purchased intangibles, acquisition-related costs, interest and other borrowing costs, impairment of intangible assets, provision for uncollectable convertible notes receivable, change in fair value of contingent consideration, changes in redemption value of non-controlling interest, tax effect of amortization and other items, tax effect of tax reform law, tax provision remeasurements, re-measurement of deferred tax assets and liabilities as a result of corporate tax increases in Illinois, net income allocated to participating securities, and accelerated stock-based compensation, net of the income tax effects of these adjustments. Adjusted earnings does not represent, and should not be considered as, an alternative to net income, as] determined in accordance with GAAP. We have presented [removed: organic net revenue] [added: adjusted earnings] because we consider it an important supplemental measure of our performance and we use it as the basis for monitoring our [added: own core] operating financial performance [removed: before the effects] [added: relative to other operators] of [removed: acquisitions.] [added: exchanges.] We also believe that it is frequently used by analysts, investors and other interested parties in the evaluation of companies. We believe that investors may find this non-GAAP measure useful in evaluating our performance compared to that of peer companies in our industry. Other companies may calculate [removed: organic net revenue] [added: adjusted earnings] differently than we do. [removed: Organic net revenue] [added: Adjusted earnings] has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our results as reported under GAAP. |

| | | 2017 | | | 2016 | | [added: |]

| | | [added: |] (in millions) | | | | | [added: | | |]

| Bats revenue less cost of revenue | | | (378.2) | | | [removed: —] |

| | [removed: (2)] [added: (1)] | | EBITDA is defined as income before interest, income taxes, depreciation and amortization. Adjusted EBITDA is defined as EBITDA before acquisition-related costs, accelerated stock-based compensation, [added: change in fair value of contingent consideration,] and [removed: a legal settlement.] [added: provision for uncollectable convertible notes receivable.] EBITDA and adjusted EBITDA do not represent, and should not be considered as, alternatives to net income or cash flows from operations, each as determined in accordance with GAAP. We have presented EBITDA and adjusted EBITDA because we consider them important supplemental measures of our performance and believe that they are frequently used by analysts, investors and other interested parties in the evaluation of companies. In addition, we use adjusted EBITDA as a measure of operating performance for preparation of our [removed: forecasts,] [added: forecasts and] evaluating our leverage ratio for the debt to earnings covenant included in our outstanding credit facility. Other companies may calculate EBITDA and adjusted EBITDA differently than we do. EBITDA and adjusted EBITDA have limitations as analytical tools, and you should not consider them in isolation or as substitutes for analysis of our results as reported under GAAP. |

The following is a reconciliation of net income (loss) [added: allocated] to [added: common stockholders to] EBITDA and Adjusted EBITDA:

| Net income (loss) [added: allocated to common stockholders] | $ | 214.0 | $ | 23.4 | $ | 126.2 | $ | 9.9 | $ | (13.0) | $ | 36.2 | $ | 396.7 |

| Net income (loss) [added: allocated to common stockholders] | $ | 100.3 | $ | — | $ | 96.4 | $ | — | $ | — | $ | (11.8) | $ | 184.9 |

[removed: |] Income [removed: tax provision (benefit) | | 120.9 | | — | | — | | — | | — | | — | | 120.9 |][added: Tax Provision (Benefit)]

| Acquisition-related costs | | [removed: —] | [removed: | — | | — | | — |] [added: 84.4] | [removed: —] | | 13.5 | | [removed: 13.5 |]

| Accelerated stock-based compensation | | [removed: —] | [removed: | — | | — | | — |] [added: 9.1] | [removed: —] | | 1.5 | | [removed: 1.5 |]

| Impairment of intangible assets | | [removed: (1.4)] | [removed: |] — | | [removed: —] | [removed: | — | | — | | — | | (1.4)] [added: 3.8] |

| Legal settlement | | [removed: —] | [removed: |] — | | [removed: —] | [removed: | — | | — | |] (5.5) | | [removed: (5.5) |]

| Assessment of computer-based lease taxes for prior period use | | [removed: —] | [removed: |] — | | [removed: —] | [removed: | — | | — | |] 0.3 | | [removed: 0.3 |]

| | [removed: (3)] [added: (2)] | | EBITDA margin represents EBITDA divided by revenues less cost of revenues. |

| | [removed: (4)] [added: (3)] | | Adjusted EBITDA margin represents Adjusted EBITDA divided by revenues less cost of revenues. |

| | (5) | | [removed: Adjusted earnings] [added: "Adjusted earnings"] is defined as net income adjusted for [removed: amortization] [added: amortization, net] of [removed: purchased intangibles, acquisition-related costs, interest] [added: tax] and other [removed: borrowing] [added: items, including acquisition-related] costs, [removed: provision for uncollectable convertible notes receivable, gain on settlement of contingent consideration, legal settlements, change in fair value of contingent consideration,] [added: accelerated stock-based compensation,] assessment of computer-based lease taxes for prior period use, [removed: changes in redemption value of non-controlling interest, tax effect of amortization] and [removed: other items, tax effect of tax reform law, re-measurement of deferred tax assets and liabilities as a result] [added: impairment] of [removed: corporate increases in Illinois, net income allocated to participating securities, and accelerated stock-based compensation,] [added: intangible assets,] net of [removed: the income tax effects of these adjustments.] [added: tax.] Adjusted earnings does not represent, and should not be considered as, an alternative to net income, as determined in accordance with [added: U.S.] GAAP. We have presented [removed: adjusted] [added: Adjusted] earnings because we consider it an important supplemental measure of our performance and we use it as the basis for monitoring our own core operating financial performance relative to other operators of [added: electronic] exchanges. We also believe that it is frequently used by analysts, investors and other interested parties in the evaluation of companies. We believe that investors may find this non-GAAP measure useful in evaluating our [added: performance compared to that of peer companies in our industry. Other companies may calculate Adjusted earnings] |

| [removed: performance compared to that of peer companies in our industry. Other companies may calculate adjusted earnings] differently than we do. Adjusted earnings has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our results as reported under [added: U.S.] GAAP. |

The following is a reconciliation of net income [added: allocated] to [added: common stockholders to] Adjusted earnings:

| Net income allocated to common stockholders | | $ | 396.7 | | $ | 184.9 | [added: |]

| Amortization of purchased intangibles | | | 142.6 | | | 1.2 | [added: |]

| Acquisition-related costs | | | [removed: 84.4] [added: 30.0] | | | [removed: 13.5] [added: 84.4] |

| Accelerated stock-based compensation | | | [removed: 9.1] [added: —] | | | [removed: 1.5] [added: 9.1] |

| Interest and other borrowing costs | | | 5.2 | | | 5.7 | [added: |]

Cboe Europe Equities.

Non-Operating Income (Expense)

| | | 2018 | | | 2017 | | | (Decrease) | | | Change | |

| Total revenues | | $ | 2,768.8 | | $ | 2,229.1 | | $ | 539.7 | | 24.2 | % |

| Total cost of revenues | | | 1,551.9 | | | 1,233.5 | | | 318.4 | | 25.8 | % |

| Revenues less cost of revenues | | | 1,216.9 | | | 995.6 | | | 221.3 | | 22.2 | % |

| Total operating expenses | | | 617.5 | | | 623.7 | | | (6.2) | | (1.0) | % |

| Operating income | | | 599.4 | | | 371.9 | | | 227.5 | | 61.2 | % |

| Income before income tax provision | | | 571.2 | | | 334.4 | | | 236.8 | | 70.8 | % |

| Net income | | $ | 425.2 | | $ | 400.6 | | $ | 24.6 | | 6.1 | % |

| Basic earnings per share | | $ | 3.78 | | $ | 3.70 | | $ | 0.08 | | 2.1 | % |

| Diluted earnings per share | | | 3.76 | | | 3.69 | | | 0.07 | | 1.9 | % |

| EBITDA(1) | | $ | 810.3 | | $ | 564.0 | | $ | 246.3 | | 43.7 | % |

| EBITDA margin(2) | | | 66.6 | % | | 56.6 | % | | 10.0 | % | | * |

| Adjusted EBITDA(1) | | $ | 840.4 | | $ | 662.3 | | $ | 178.1 | | 26.9 | % |

| Adjusted EBITDA margin(3) | | | 69.1 | % | | 66.5 | % | | 2.6 | % | | * |

| Adjusted earnings(4) | | $ | 563.4 | | $ | 368.0 | | $ | 195.4 | | 53.1 | % |

| Diluted weighted average shares outstanding | | | 112.2 | | | 107.5 | | | 4.7 | | 4.4 | % |

| Diluted Adjusted earnings per share(5) | | $ | 5.02 | | $ | 3.42 | | $ | 1.60 | | 46.8 | % |

| | 2018 | | | | | | | | | | | | | |

| Net income (loss) allocated to common stockholders | $ | 267.5 | $ | 120.5 | $ | 42.7 | $ | 19.2 | $ | (11.8) | $ | (16.0) | $ | 422.1 |

| Interest | | (0.5) | | — | | — | | (0.2) | | — | | 38.9 | | 38.2 |

| Income tax provision (benefit) | | 132.7 | | 19.5 | | 42.8 | | 4.8 | | 0.1 | | (53.9) | | 146.0 |

| Depreciation and amortization | | 46.4 | | 87.1 | | 2.2 | | 31.3 | | 34.6 | | 2.4 | | 204.0 |

| EBITDA | | 446.1 | | 227.1 | | 87.7 | | 55.1 | | 22.9 | | (28.6) | | 810.3 |

| Acquisition-related costs | | 15.4 | | — | | — | | 1.5 | | 0.1 | | 13.0 | | 30.0 |

| Change in fair value of contingent consideration | | — | | — | | — | | — | | 0.1 | | — | | 0.1 |

| Adjusted EBITDA | $ | 461.5 | $ | 227.1 | $ | 87.7 | $ | 56.6 | $ | 23.1 | $ | (15.6) | $ | 840.4 |

| | | 2018 | | | 2017 | |

| Amortization of purchased intangibles | | | 160.6 | | | 142.6 |

| Change in fair value of contingent consideration | | | 0.1 | | | 1.0 |

| Tax provision re-measurements | | | (0.4) | | | — |

| Net income allocated to participating securities | | | (0.9) | | | 0.5 |

| Adjusted earnings | | $ | 563.4 | | $ | 368.0 |

| | | 2018 | | | 2017 | | | (Decrease) | | | Change | |

| Total touched contracts | | | 7.9 | | | 6.6 | | | 1.3 | | 19.7 | % |

| Market ADV | | | 20.5 | | | 16.7 | | | 3.8 | | 22.8 | % |

| Index contract ADV | | | 2.2 | | | 2.0 | | | 0.2 | | 10.0 | % |

| Index Options RPC (1) | | | 0.736 | | | 0.687 | | | 0.049 | | 7.1 | % |

| Market share | | | 38.5 | % | | 39.7 | % | | (1.2) | | (3.0) | % |

In October 2017, the Company changed its legal name from CBOE Holdings, Inc. to Cboe Global Markets, Inc. The amendment to effect the name change was filed and became effective with the State of Delaware on October 16, 2017.

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

* Not Meaningful

| | (1) | | Organic net revenue is defined as revenues less cost of revenues excluding revenues less cost of revenues of any acquisition for the quarter the business was acquired and the following year comparable quarter. Organic net revenue does not represent, and should not be considered as, an alternative to revenues less cost of revenues, or net |

| --- |

The following is a reconciliation of revenues less cost of revenues to organic net revenue:

| | | | | | | |

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

| | | Year Ended December 31, | | | | |

| Reconciliation of Revenue Less Cost of Revenue to Organic Net Revenue | | | | | | |

| Recent acquisitions: | | | | | | |

| | 2016 | | | | | | | | | | | | | |

| Interest | | 5.8 | | — | | — | | — | | — | | (0.1) | | 5.7 |

| Depreciation and amortization | | 40.3 | | — | | 2.8 | | — | | — | | 1.3 | | 44.4 |

| EBITDA | | 267.3 | | — | | 99.2 | | — | | — | | (10.6) | | 355.9 |

| Adjusted EBITDA | $ | 265.9 | $ | — | $ | 99.2 | $ | — | $ | — | $ | (0.8) | $ | 364.3 |

| Legal settlement | | | — | | | (5.5) |

| Assessment of computer-based lease taxes for prior period use | | | — | | | 0.3 |

| ADV (in millions) | | | 0.3 | | | 0.2 | | | 0.1 | | 50.0 | % |

higher trading volume in licensed products.

On December 22, 2017 the U.S. enacted the Tax Cuts and Jobs Act (the “Jobs Act”).

The Jobs Act significantly changes U.S. corporate income tax laws by, among other things, reducing the U.S. corporate income tax rate to 21% starting in 2018 and creating a territorial tax system with a one-time mandatory tax on previously deferred foreign earnings of U.S. subsidiaries.

Given the predominance of our U.S. earnings contribution, we expect a significant reduction in our overall effective tax rate in 2018.

The change in the effective tax rate was due to the tax benefit

Due to the timing of the enactment and the complexity involved in applying the provisions of the Jobs Act, we have made reasonable estimates of the effects and recorded provisional amounts in our financial statements as of December 31, 2017.

As we collect and prepare necessary data and interpret the Jobs Act and any additional guidance issued by the U.S. Treasury Department, the Internal Revenue Service, and other standard-setting bodies, we may make adjustments to the provisional amounts.

We have recorded a $191.3 million net tax benefit in 2017 associated with the impact of the Jobs Act primarily due to the tax benefit associated with re-measuring net deferred tax liabilities.

Although the $191.3 million net benefit represents what Cboe believes is a reasonable estimate of the impact of the income tax effects of the Jobs Act on Cboe’s Consolidated Financial Statements as of December 31, 2017, it should be considered provisional.

Once Cboe finalizes certain tax positions and files its 2017 US tax return it will be able to conclude whether any further adjustments are required to its net deferred tax liability as well as to the liability associated with the one-time mandatory deemed repatriation tax.

Any adjustments to these provisional amounts will be reported as a component of Tax expense (benefit) in the reporting period in which any such adjustments are determined, which will be no later than the fourth quarter of 2018.

| Total revenues | | | 703.1 | | | 663.8 | | | 39.3 | | 5.9 | % |

| Total cost of revenues | | | 136.7 | | | 102.1 | | | 34.6 | | 33.9 | % |

| Revenues less cost of revenues | | | 566.4 | | | 561.7 | | | 4.7 | | 0.8 | % |

| Total operating expenses | | | 268.2 | | | 241.8 | | | 26.4 | | 10.9 | % |

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

| Income before income tax provision | | | 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) | % |

| Basic earnings per share | | | 2.27 | | | 2.46 | | | (0.19) | | (7.7) | % |

| Diluted earnings per share | | | 2.27 | | | 2.46 | | | (0.19) | | (7.7) | % |

For the year ended December 31, [removed: 2017,] [added: 2018,] our exposure to foreign-denominated revenues and expenses is presented by primary foreign currency in the following table:

| Operating expenses | | 0.1 | [removed: %] | | [removed: —] [added: 1.3] | [removed: %] |

| Operating expenses | | [removed: —] [added: 0.2] | [added: %] | | [removed: —] [added: 2.7] | [added: %] |

Our primary exposure to this equity risk as of December 31, [removed: 2017] [added: 2018] is presented by foreign currency in the following table:

| Net equity investment in Cboe Europe | | $ | [removed: 688.1] [added: 705.9] |

| Impact on consolidated equity of a 10% adverse currency fluctuation | | $ | [removed: 68.8] [added: 70.6] |

| | (1) | | Converted to U.S. dollars using the foreign exchange rate of British pounds into U.S. dollars as of December 31, [removed: 2017.] [added: 2018.] |

With respect to listed cash equities, we deliver matched trades of our customers to the NSCC without taking on [added: counterparty risk for those trades.]

We have exposure to market risk for changes in interest rates relating to our cash and cash equivalents, [removed: short-term investments, short-term and long-term restricted cash and] [added: financial] investments, and indebtedness.

As of December 31, [removed: 2017] [added: 2018] and [removed: 2016,] [added: 2017,] our cash and cash equivalents and financial investments were [removed: $190.8] [added: $310.8] million and [removed: $97.3] [added: $190.8] million, respectively, of which [added: $72.9 and] $44.9 million is held outside of the United States in various foreign subsidiaries in [removed: 2017.][added: 2018 and 2017, respectively.]

The remaining cash and cash equivalents and financial [removed: instruments] [added: investments] are denominated in U.S. dollars.

Due to the nature of these investments, we have not been exposed to, nor do we [removed: anticipate being]

[added: anticipate being] exposed to, material risks due to changes in interest rates, assuming no change in the amount or composition of our cash and cash equivalents and financial [removed: instruments.][added: investments.]

As of December 31, [removed: 2017,] [added: 2018,] we had [removed: $1.25] [added: $1.225] billion in outstanding debt, of which [removed: $950.0] [added: $950] million relates to our senior notes, which bear interest at fixed interest rates.

The remaining amount outstanding of [removed: $300.0] [added: $275.0] million relates to the Term Loan Agreement, which bears interest at fluctuating rates and, therefore, subjects us to interest rate risk.

A hypothetical 100 basis point increase in long-term interest rates relating to the amounts outstanding under the Term Loan Agreement as of December 31, [removed: 2017] [added: 2018] would decrease annual pre-tax earnings by [removed: $3.0] [added: $2.8] million, assuming no change [added: in the] composition of our outstanding indebtedness.

As of December 31, [removed: 2017,] [added: 2018,] there were no outstanding borrowings under our Revolving Credit Agreement.

| | | December 31, 2018 | | | | |

| Revenues | | 1.2 | % | | 3.3 | % |

| Cost of revenues | | 0.7 | % | | 1.5 | % |

| Revenues | | 3.6 | | | 8.1 | |

| Cost of revenues | | 1.3 | | | 2.0 | |

| | | December 31, 2017 | | | | |

| Revenues | | 1.1 | % | | 1.0 | % |

| Cost of revenues | | 0.9 | % | | 0.2 | % |

| Revenues | | 2.8 | | | 2.6 | |

| Cost of revenues | | 0.6 | | | 0.2 | |

counterparty risk for those trades.

No cash or cash equivalents were held outside of the United States as of December 31, 2016.

The following description of the business should be read in conjunction with the information included elsewhere in this Annual Report on Form 10-K for the year ended December 31, [removed: 2017.][added: 2018.]

In addition, the Company is [added: one of] the [removed: second-largest] [added: largest] stock exchange [removed: operator] [added: operators] by volume in the U.S. and a leading market globally for ETP trading.

In [removed: 2017,] [added: 2018,] approximately [removed: 70.2%] [added: 68.6%] of our [removed: operating] [added: net] revenues were [removed: generated by] transaction fee revenues.

Following the acquisition, on October 16, 2017, we changed our legal name from CBOE Holdings, Inc. to Cboe Global Markets, Inc. [added: On September 17, 2018, we voluntarily delisted our common stock from Nasdaq Global Select Market and transferred the listing to Cboe BZX Exchange.]

As a result of the Merger, [removed: beginning] in [removed: 2017,] [added: 2017] the Company [removed: is] [added: began] reporting five business segments: Options, U.S. Equities, Futures, European Equities, and Global FX.

| | · | | Options. The Options segment includes our options exchange business, which lists for trading [added: (i)] options on [removed: (i)] market indexes (“index options”), including the VIX [removed: Index,] [added: Index and SPX,] mostly on an exclusive basis, (ii) non-exclusive "multiply-listed" options, such as options on the stocks of listed individual corporations (“equity options”) and (iii) [added: options on] other ETPs, such as [removed: ETFs] [added: exchange-traded funds (“ETFs”)] and exchange-traded notes (“ETN”). These options trade on Cboe Options, C2, BZX and EDGX. Cboe Options is our primary options market and offers trading in listed options through a single system that integrates electronic trading and traditional open outcry trading on our trading floor in Chicago. This integration of electronic trading and traditional open outcry trading into a single exchange is known as our Hybrid trading model. C2, BZX and EDGX are our all-electronic exchanges that also offer trading in listed options, and [removed: may] [added: typically] operate with different market models and fee structures than Cboe Options. [added: It also includes market data revenue generated from the U.S. tape plans and from the sale of associated proprietary market data.] |

| | · | | U.S. Equities. The U.S. Equities segment includes listed cash equities and ETP transaction services that occur on BZX, BYX, EDGX and EDGA. It also includes ETP [removed: listing,] [added: listings,] market data revenue generated from the U.S. tape plans, and from the sale of proprietary market data, [removed: listed cash equities and ETPs] routing [removed: transaction] services, connectivity fees and advertising activity from ETF.com. |

| | · | | Futures. The Futures segment includes the business of our futures exchange, CFE, which lists futures on the VIX [removed: Index] [added: Index, corporate bond indexes] and bitcoin and other futures products. [added: It also includes market data revenue generated from the sale of associated proprietary market data.] |

| | · | | European Equities. The European Equities segment includes the pan‑European listed cash equities transaction services, ETPs, exchange‑traded commodities, and international depository receipts that occur on the RIE, operated by Cboe Europe Equities. It also includes the listed cash equities and ETPs routed transaction services that [removed: occur] [added: occurred] through Cboe Chi-X Europe, as well as the listings business where ETPs can be listed on Cboe Europe Equities. Cboe Europe Equities operates two lit books, a periodic auctions book, a Large In Scale trading negotiation facility and two dark books on its MTF, and operates one lit book and one dark book on its RM. On its MTF books, Cboe Europe Equities offers trading in listed cash equity securities from [removed: 15 major] [added: 18] European markets. [added: It also includes market data revenue generated from the sale of associated proprietary market data.] |

See “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Note 17 - Segment Reporting to the notes to our Consolidated Financial Statements for discussion of [removed: total] revenues, [removed: revenues before reimbursements, segment operating profit] and [removed: total assets] [added: operating income (loss)] by business segment.

The following chart illustrates volume [added: and notional value] for [removed: options] [added: Options] (Cboe Options, C2 Options, BZX Options and EDGX Options); Futures (CFE); U.S. Equities (BZX Equities, BYX Equities, EDGA Equities, EDGX Equities); European Equities; and Global FX (Cboe FX) for the periods indicated (which includes information prior to the acquisition of Bats):

| | | [removed: 2017] [added: 2018] | | | [removed: 2016] [added: 2017] | | | [removed: 2015] [added: 2016] | |

| Options ADV (in millions) | | | [removed: 6.9] [added: 7.9] | | | [removed: 4.5] [added: 6.9] | | | 4.5 |

| U.S. Equities ADV (in billions) | | | [removed: 1.3] [added: 1.4] | | | [removed: 1.6] [added: 1.3] | | | 1.6 |

| European Equities touched ADNV [removed: (in] [added: (€ in] billions) | | | [removed: 9.4] [added: 10.4] | | | [removed: 10.6] [added: 9.4] | | | [removed: 12.4] [added: 10.6] |

| Global FX ADNV [removed: (in millions)] [added: ($ in billions)] | | | [removed: 29.5] [added: 37.4] | | | [removed: 26.9] [added: 29.5] | | | [removed: 26.8] [added: 26.9] |

| | · | | Leading Proprietary Technology. Bats’ leading proprietary technology was designed in-house to optimize reliability, speed, scalability and versatility. The trading technology platforms have experienced very low operational downtime and have low latency. We believe that this reliability, capacity and speed gives our customers an additional incentive to use our platforms to mitigate trade execution risk, especially in times of extreme market volatility. We plan to [added: further] utilize Bats’ leading proprietary trading technology [removed: by migrating] [added: for] trading [removed: on Cboe Options, C2] [added: in all of our equities, options] and [removed: CFE onto a single platform,] [added: futures markets,] which is expected to enhance reliability, speed, efficiency, versatility, resiliency and scalability and result in uniformity of customer experience across all of our markets. [added: C2 and CFE were migrated to Bats’ trading platform on February 25, 2018 and May 14, 2018, respectively. We expect to migrate Cboe Options to Bats’ trading platform on October 7, 2019.] |

| | · | | Leading Market Position, Reputation and Brand. We are a leading global operator of securities exchanges and other electronic markets and have a strong market share in the markets we serve. Cboe Options, the largest U.S. options exchange, based on both contract volume and notional value, and one of the largest options exchanges in the world, is an options market leader. As the creator of listed options and other significant products in the listed options industry, including the VIX Index and VIX futures and options, Cboe is a leading brand name in the options and volatility space. In U.S. listed cash equities, we are [added: one of] the [removed: second] largest [added: three] exchange [removed: operator,] [added: operators,] with a market share of [removed: 19.0%] [added: 18.4%] of the overall U.S. equity market for the year ended December 31, [removed: 2017.] [added: 2018.] In European-listed equities, we execute the largest notional value of pan-European equities traded by a single market operator, with a market share of [removed: 21.0%] [added: 22.3%] of European trading in the securities available for trading on Cboe Europe Equities for the year ended December 31, [removed: 2017.] [added: 2018.] In addition, we have a substantial presence in the [removed: spot FX markets, with an 13.4% market share of the publicly reported] |

| [added: spot FX markets, with a 15.1% market share of the publicly reported] institutional spot FX markets for the year ended December 31, [removed: 2017.] [added: 2018.] The combination of our attractive market positions, the quality of our markets and the expertise of our teams have enabled us to grow our market share across [added: most of] our markets. |

| | · | | Expand Our Customer Base. The acquisition of Bats expanded our customer base through geographic expansion and broader product offerings and leveraged alliances that complement our core business. We intend to continue our efforts to grow the use of our products domestically and internationally, by intensifying our business development efforts to target new [removed: retail] [added: institutional] investors and [removed: institutional] [added: retail] investors and to inform them about how to trade our products, especially our proprietary products. With our expanded sales team through the Bats acquisition, we are able to increase our cross selling efforts and reach a larger group of potential customers domestically and internationally. We also intend to continue to offer investor education and a wide breadth of educational resources for both [removed: retail and] institutional [added: and retail] customers through the Cboe Options Institute and through our comprehensive website, as well and through our presence at industry trade shows and participation in industry forums. We have expanded, and intend to continue growing, our educational offerings, including through the Cboe Risk Management [removed: Conferences, now] [added: Conferences (“RMC”), which are] held annually in the United States, Europe and Asia. [removed: We were] [added: Cboe Europe] also [removed: recognized by the Japanese Financial Services Authority as a designated listing exchange in 2017 and by Hong Kong’s Mandatory Provident Fund Schemes Authority as an approved stock exchange in early 2018. We opened an office in Hong Kong] [added: expanded access] in [removed: 2017] [added: 2018] to [removed: further support our increasing international business development efforts.] [added: securities listed in Czech Republic, Hungary and Poland.] |

| | · | | Develop Innovative Products and Services. We are continuing to explore the development of index and other high margin derivative products to trade on our exchanges. We intend to license and create proprietary intellectual property to develop proprietary products that meet the needs of the derivatives industry, both through strategic relationships and internally developed products, while continuing to diversify our product line across asset classes. In addition, as market share and volumes on our exchanges and trading platforms continue to rise, we believe that additional proprietary market data, analytics and connectivity revenues can be generated while continuing to offer competitive pricing across all of our segments. In [removed: 2017,] [added: 2018,] we continued to leverage relationships to extend our product offering by launching new [removed: products] [added: products, such as futures] on [removed: S&P Select Sector indexes] [added: corporate bond indexes. The MiFID II (defined below) solutions] that [removed: are solely listed for trading on Cboe] [added: we implemented] in [removed: the U.S. and appeal to European investors] [added: 2018, Periodic Auctions] and [removed: launched futures on bitcoin.] [added: Cboe Large-In-Scale, have seen strong adoption from our clients searching for MiFID II compliant solutions.] |

| | · | | Grow U.S. Equities by Expanding Listings. We were the number one market by continuous trading volume for ETPs in [removed: 2017, while remaining the number two U.S. market by volume for overall listed cash equity trading in 2017.] [added: 2018.] We believe this trading market share leadership can be used to attract [removed: to us] new ETP listings or transfers of existing ETPs listed on other exchanges in both the United States and Europe. In [removed: 2017,] [added: 2018,] Cboe added to its U.S. market [removed: 89] [added: 61] new ETPs and [removed: 40] [added: 12] transfers. In addition to generating more revenues from increased trading volume in ETPs, we believe listing ETPs offers the opportunity to generate incremental fees from opening and closing auctions, as well as value‑added market data and analytics. In Europe, we are capitalizing on changes to regulatory transparency requirements that encourage ETP trading to migrate to regulated exchange markets like Cboe Europe Equities. We also expect continued [added: global industry expansion in ETP launches, trading volumes and assets, which we hope will create additional opportunities for us to serve issuers, liquidity providers and investors.] |

| | · | | Evaluate Strategic Opportunities. 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. We continue to form new alliances with various partners that leverage our strengths and enable us to diversify our product and business lines across new regions and asset classes. [removed: In addition to our transformative acquisition of Bats, in 2017, we acquired the assets of Silexx Financial Systems, LLC (“Silexx”), a company that develops, markets and supports an innovative order and execution management system (“OEMS”) for both buy- and sell-side customers.] |

| | · | | S&P 500, S&P 100, S&P Select Sector Indexes. We have the exclusive right to offer options contracts on the S&P 500 Index, the S&P 100 Index and the S&P Select Sector Indexes as a result of a licensing arrangement with S&P Dow Jones Indices, 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. Under our license agreement with the London Stock Exchange Group’s leading global index franchises, Frank Russell Company and FTSE International Limited (together “FTSE Russell”), we have the exclusive right in the United States to offer options on more than two dozen FTSE Russell indexes, which represent a diverse group of domestic and global equities with international appeal. [removed: FTSE Russell indexes are among the largest and most widely used by investors in the United States, and U.S. ETFs tracking FTSE Russell indexes comprise some of the most actively traded globally.] We offer options on the Russell 2000, Russell 1000, Russell 1000 Value, Russell 1000 Growth, FTSE Emerging Markets, FTSE 100 and FTSE China 50 Indexes. |

| | · | | MSCI. We have the exclusive right in the United States to offer options on six of MSCI’s indexes, [removed: including the MSCI EAFE and the MSCI Emerging Markets Indexes,] as a result of a licensing arrangement with MSCI Inc. We [added: currently] offer options on [added: two of these indexes,] the MSCI EAFE and the MSCI Emerging Markets Indexes. |

Since we started offering these products, we have seen trading from a number of different customer segments utilizing a number of different trading strategies, including hedging [added: extreme stock market declines, also known as “tail risk” hedging, and risk-managed strategies that seek to capture the relative price changes of expected volatility at different times in the future.]

In [removed: 2017, Cboe ETF Marketplace, a] [added: 2018, Cboe’s] market specifically structured and designed for ETP issuers and their investors added [removed: 89] [added: 61] listings and won [removed: 32] [added: 23] percent of all new U.S. ETP listings.

There are now [removed: 230] [added: 290] ETPs globally listed on Cboe [removed: ETF Marketplace,] from [removed: 44] [added: 55] different issuers.

[removed: Both BZX and] Cboe [removed: Europe Equities] also [removed: offer] [added: offers] issuers the choice of a more traditional market maker program referred to as the Cboe Lead Market Maker (“LMM”) program on [added: Cboe] BZX and the Cboe Europe Equities Liquidity Provider Program (“LPP”) on Cboe Europe Equities.

An LMM has certain quoting obligations and [removed: BZX] [added: for meeting those enhanced obligations, Cboe] pays the LMM an enhanced rebate for executions against its displayed orders in the issuer’s security and charges a reduced fee when the LMM executes against other orders in the issuer’s [removed: security on the BZX book.][added: security.]

[added: Cboe] BZX also offers the Cboe Liquidity Management Provider (“LMP”) Program (“LMP Program”).

The LMP Program is a rewards-based program that incentivizes liquidity providers to make a better market in [removed: ETFs.][added: ETPs.]

Incentives are based on an LMP’s quote quality in the Cboe LMP [added: Program] securities, which include all Cboe-listed ETPs and certain non-Cboe-listed ETPs.

We derive a portion of our revenue from market data fees from U.S. tape plans, including [removed: UTP, OPRA and] [added: Unlisted Trading Privileges (“UTPs”),] the Consolidated Tape Association [removed: (“CTA”), which includes the Consolidated Quotation System (“CQS”).][added: (“CTA”) and OPRA.]

Fees, net of plan costs, from UTP, [removed: CTA] [added: CTA,] and [removed: CQS] [added: OPRA] are allocated and distributed to plan participants like us according to their share of tape fees based on a formula, required by Regulation NMS, which [removed: takes] [added: may take] into account both trading and quoting activity.

[added: Cboe Options utilizes various models] in different listed options classes, with different combinations of customer priority, participation rights and pro-rata, modified pro-rata or price-time priority depending on the product.

Cboe Options and EDGX [added: Options] utilize a “classic” pricing model that charges a fee to market makers and a portion of that fee is then provided back to customers’ brokers (known as payment for order flow).

We have adopted a price-time priority model and [removed: “maker-taker,” “taker-maker”] [added: “maker-taker”] and [removed: “fee-fee”] [added: “taker-maker”] pricing models in certain of our markets.

Under our “maker-taker” pricing model, on BZX (for both listed cash equity securities and listed equity options), EDGX (for listed cash equity securities) and C2 (options), a customer posting an order on our book (the “liquidity maker”) is paid a rebate for an execution occurring against that order, [removed: and] a customer executing against an order resting on our book (the “liquidity taker”) is charged a fee.

| Futures ADV (in thousands) | | | 300.0 | | | 294.8 | | | 238.8 |

Cboe serves as a listing destination for ETPs in the U.S. and Europe.

CFE also has rebate schedules for VIX futures that provide rebates for satisfying designated trading volume thresholds and has also adopted a maker–taker fee structure for weekly VIX futures.

In Europe, following the implementation of MiFID II, rebates are no longer generally available unless they are tied to a market making scheme or specific service.

Cboe Europe Equities is therefore moving away from its traditional maker-taker pricing model to one where a participant must meet certain performance criteria to earn rebates.

on the other options exchanges.

Transaction Fee Pilot

In December 2018, the SEC approved a transaction fee pilot in national market system (“NMS”) stocks (the “transaction fee pilot”).

The pilot will subject stock exchange transaction fee pricing, including maker-taker fee-and-rebate pricing models, to new temporary pricing restrictions across two test groups, and require the exchanges to prepare data to be submitted to the SEC.

The pilot includes a test group that will prohibit rebates and linked pricing, as well as a test group that will impose a cap of $0.0010 for removing or providing displayed liquidity.

Once commenced, the pilot will last for up to two years with an automatic sunset at one year unless extended by the SEC.

The transaction fee pilot may cause Cboe’s equities exchanges, BZX, BYX, EDGX and EDGA, to require additional resources to comply with or challenge the pilot and it may have a material impact on our business, financial

condition and operating results if, for example, order flow shifts away from exchanges were to occur.

See Note 23 (“Commitments, Contingencies, and Guarantees—Legal Proceedings”) for more information.

This remains an ongoing project for the E.C., which may result in additional regulation or legislation.

Designation

Cboe Europe Equities has applied to the Netherlands Authority for the Financial Markets to become a Regulated Market in the Netherlands.

The application is expected to be decided by the end of the first quarter of 2019.

requirements, capital resources requirements and the specific requirements for RMs and MTFs.

Moreover, even in the largely unregulated spot FX market, this movement towards additional trading standards and norms is highlighted by the publication of the FX Global Code in 2017 by the Global Foreign Exchange Committee, reflecting principles of good conduct for the wholesale FX market (the “Global Code”), and whose publication may lead to additional oversight in the global FX market.

The

As discussed below, in addition, in certain other instances for our

The CAT went live in November 2018, at which time we began initial reporting to the CAT.

The current CAT plan processor, Thesys, is expected to be replaced by a new plan processor.

The second phase is scheduled to go live November 15, 2019, however, such deadline might be impacted as a result of engaging a new plan processor.

| | | | | |

| John Deters | | 48 | | Executive Vice President, Chief Strategy Officer and Head of Multi-Asset Solutions |

| Bryan Harkins | | 42 | | Executive Vice President, Co-Head of Markets Division |

| Andrew Lowenthal | | 57 | | Executive Vice President, Co-Head of Markets Division |

John Deters.

Mr. Deters is our Executive Vice President, Chief Strategy Officer and Head of Multi-Asset Solutions.

He has served as our Head of Multi-Asset Solutions since 2018 and as Chief Strategy Officer since December 2013.

Prior to joining Cboe in 2013, Mr. Deters was most recently a Vice President and Investment Banker of Financial Institutions Group, Investment Banking at Barclays from 2008 to 2013.

Mr. Deters holds a B.A. degree from Wheaton College, an M.B.A. degree from the University of Chicago, and a J.D./M.S. dual degree from Georgetown University Law Center.

Bryan Harkins.

Mr. Harkins is our Executive Vice President, Co-Head of Markets Division, a position he has held since March 2018.

Previously, he was Head of Equities and Global FX of the Company’s subsidiaries, a position he was appointed to upon the Company’s acquisition of Bats.

Prior to that, he served as Executive Vice President, Head of U.S. Markets of Bats since January 2014.

Prior to the Direct Edge acquisition by Bats in January 2014 when Mr. Harkins first joined Bats, Mr. Harkins served as Chief Operating Officer of Direct Edge, where he worked since 2007.

Mr. Harkins holds a B.A. degree from the University of Notre Dame and an M.B.A. degree from New York University's Stern School of Business.

The acquired business provides added trade execution, listing of ETPs, market data, trade reporting, connectivity and risk management solutions to brokers, market makers, asset managers, ETP issuers and other market participants, ultimately benefiting retail and institutional investors across multiple asset classes, including listed cash equity securities in the United States and Europe, listed equity options in the United States and institutional spot FX globally, as well as ETPs, including exchange-traded funds (“ETFs”), in the United States and Europe.

In addition, the Company plans to utilize Bats’ leading proprietary trading technology by migrating trading in Cboe Options, C2 and CFE onto a single technology platform.

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

| Futures ADV (in millions) | | | 0.3 | | | 0.2 | | | 0.2 |

| --- |

| global industry expansion in ETP launches, trading volumes and assets, which we hope will create additional opportunities for us to serve issuers, liquidity providers and investors. |

| | · | | Gemini. In 2017, we entered into a multi-year license agreement with Gemini Trust Company, LLC (“Gemini”) that provides us with a multi-year exclusive global license permitting us to use Gemini’s market data, including Gemini daily bitcoin auction values, in the creation of bitcoin derivatives products for listing and trading. On December 10, 2017, cash-settled bitcoin futures were made available for trading on CFE. |

extreme stock market declines, also known as “tail risk” hedging, and risk-managed strategies that seek to capture the relative price changes of expected volatility at different times in the future.

In addition to the VIX Index, we offer other products based on the VIX methodology, including futures on Cboe Russell 2000 Volatility Index and the Cboe/CBOT 10-year U.S. Treasury Note Volatility Index.

CFE also lists futures on realized variance.

While volumes in our non-VIX futures volatility products are not material to us, we continue to explore opportunities to expand our volatility product offerings, with respect to both new indexes and new asset classes.

BZX and Cboe Europe Equities serve as listing destinations for ETPs.

Cboe Europe Equities also offers a competitive liquidity program (“CLP Program”), which is a rebate based scheme designed to encourage quoting activity.

The CLP Program is a supplemental, rewards based program designed to encourage quoting competition among market makers in securities listed on Cboe Europe Equities.

The CLP Program is funded by the issuer.

Cboe Options utilizes various models

CFE also offers incentive programs for certain products that provide rebates on trades that qualify for the respective programs.

Historically, the taker-maker fees and rebates have been significantly less than the maker-taker rebates and fees.

Finally, the EDGA “fee-fee” pricing model provides that a low fee is assessed for both the liquidity maker and liquidity provider.

to utilize the phone, instant chats, terminals and key banking relationships for price discovery and trading.

In Europe, Cboe Europe Equities uses our broker-dealer, Cboe Chi-X Europe, and is one of the few market centers in Europe that provides such routing services to its customers.

In particular, both the SEC and CFTC are under new leadership as part of the transition to the Trump administration which adds additional uncertainty to the regulatory environment.

Automated Trading

In November 2015, the CFTC issued a rulemaking proposal relating to automated trading on DCMs referred to as Regulation Automated Trading ("Regulation AT").

In November 2016, the CFTC issued a supplemental rulemaking proposal which included modifications to the original proposal.

The rulemaking proposal proposes risk control and other requirements for (a) certain market participants that are defined as “AT Persons,” (b) executing futures commission merchants ("FCMs") and (c) DCMs.

Regulation AT requires the implementation of risk controls such as maximum order message and maximum order size parameters, and the establishment of standards for the development, testing and monitoring of automated trading systems, among other requirements.

Automated Trading Persons ("AT Persons") and executing FCMs would be required to submit annual certifications to DCMs attesting to their compliance with Regulation AT, and DCMs would be required to establish programs for the periodic review and evaluation of compliance with Regulation AT by AT Persons and executing FCMs.

Regulation AT also proposes to require the registration of certain proprietary traders and to require that these AT Persons become members of a registered futures association.

Although CFE may require additional resources to comply with the proposal if it were to be adopted by the CFTC, CFE does not expect that the proposal will have a material impact on CFE or its operations.

Equity Market Structure Advisory Committee

In January 2015, the SEC announced the formation of an Equity Market Structure Advisory Committee (“EMSAC”), which is designed to focus on the structure and operations of the U.S. equities markets.

The EMSAC is composed of members designed to represent a cross‑section of those directly affected by, interested in, and/or qualified to provide advice to the SEC on matters related to equity market structure.

The EMSAC charter, which was originally scheduled to expire in February 2017, was renewed twice and expired in January 2018 with EMSAC’s membership.

The EMSAC considered issues relating to Regulation NMS, the regulation of trading venues, including exchanges and ATSs, customer issues and market quality.

In its public meetings, the EMSAC heard presentations and debated issues associated with the continued viability of the Order Protection Rule, or Rule 611 of Regulation NMS, the merits of reducing the access fee cap in Rule 610 of Regulation NMS, or banning the payment of rebates, as well as the merits of implementation of a so‑called “trade‑at” rule, which would generally constrain the ability of over‑the‑counter trading venues, such as dark pools, from transacting OTC or off‑exchange, unless the execution price is better than that being publicly displayed on exchanges, the U.S. equity market volatility events of August 24, 2015 and other issues affecting customers in the current U.S. equity market structure.

The EMSAC was part of a broader review of equity market structure undertaken by the SEC.

The EMSAC made policy recommendations to the SEC, such as recommending that the SEC propose a pilot program to adjust the access fee cap under Rule 610 of Regulation NMS.

The SEC is not bound by these recommendations and has yet to proceed with rule‑making associated with the recommendations.

We cannot predict or estimate the extent to which these regulations may affect us or our operations.

For the fiscal year ended December 31, [removed: 2017][added: 2018]

| Common Stock, par value $0.01 per share [removed: Common Stock, par value $0.01 per share] | | [removed: NASDAQ Global Select Market] Cboe BZX |

Indicate by check mark whether the registrant has submitted electronically [removed: and posted on its corporate website, if any,] every Interactive Data File required to be submitted [removed: and posted] pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit [removed: and post] such files).

| Large accelerated filer ☒ | Accelerated filer ☐ | Non-accelerated filer ☐ [removed: (Do not check if a smaller reporting company)] | Smaller reporting company ☐ | Emerging growth company ☐ |

As of June 30, [removed: 2017,] [added: 2018,] the aggregate market value of the Registrant's outstanding voting common equity held by non-affiliates was approximately [removed: $11.4] [added: $11.7] billion based on the closing price of [removed: $91.40] [added: $104.07] per share of common stock.

The number of outstanding shares of the registrant's common stock as of February 15, [removed: 2018] [added: 2019] was [removed: 112,704,945] [added: 111,596,097] shares of common stock.

Portions of Cboe Global Market’s Definitive Proxy Statement for the [removed: 2018] [added: 2019] Annual Meeting of Stockholders, which will be filed no later than 120 days after December 31, [removed: 2017,] [added: 2018,] are incorporated by reference in Part III.

| [Item 1.](#Item_1__Business) | | [Business](#Item_1__Business) | [removed: 6] [added: 7] |

| [Item 1A.](#Item1ARiskFactors) | | [Risk Factors](#Item1ARiskFactors) | [removed: 27] [added: 26] |

| [Item 1B.](#Item1BUnresolvedStaffComments_497585) | | [Unresolved Staff Comments](#Item1BUnresolvedStaffComments_497585) | [removed: 50] [added: 45] |

| [Item 2.](#Item2Properties_26633) | | [Properties](#Item2Properties_26633) | [removed: 51] [added: 45] |

| [Item 3.](#Item3LegalProceedings_399160) | | [Legal Proceedings](#Item3LegalProceedings_399160) | [removed: 51] [added: 45] |

| [Item 4.](#Item4MineSafetyDisclosures_10202) | | [Mine Safety Disclosures](#Item4MineSafetyDisclosures_10202) | [removed: 51] [added: 45] |

| [Item 5.](#Item5MarketforRegistrantsCommonEquity_14) | | [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](#Item5MarketforRegistrantsCommonEquity_14) | [removed: 51] [added: 46] |

| [Item 6.](#Item6SelectedFinancialData_274620) | | [Selected Financial Data](#Item6SelectedFinancialData_274620) | [removed: 55] [added: 49] |

| [Item 7.](#Item7MangamentsDiscussionandAnalysis_301) | | [Management's Discussion and Analysis of Financial Condition and Results of Operations](#Item7MangamentsDiscussionandAnalysis_301) | [removed: 57] [added: 51] |

| [Item 7A.](#Item7AQuantitativeandQualitativeDisclosu) | | [Quantitative and Qualitative Disclosures about Market Risk](#Item7AQuantitativeandQualitativeDisclosu) | [removed: 94] [added: 87] |

| [Item 8.](#Item8FinancialStatementsandSupplementary) | | [Financial Statements and Supplementary Data](#Item8FinancialStatementsandSupplementary) | [removed: 98] [added: 90] |

| [Item 9.](#Item9ChangesinDisagreementswithAccountan) | | [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](#Item9ChangesinDisagreementswithAccountan) | [removed: 146] [added: 136] |

| [Item 9A.](#Item9AControlsandProcedures_932099) | | [Controls and Procedures](#Item9AControlsandProcedures_932099) | [removed: 146] [added: 136] |

| [Item 9B.](#Item9BOtherInformation_923882) | | [Other Information](#Item9BOtherInformation_923882) | [removed: 147] [added: 136] |

| [Item 10.](#Item10DirectorsExecutiveOfficers_470329) | | [Directors, Executive Officers and Corporate Governance](#Item10DirectorsExecutiveOfficers_470329) | [removed: 147] [added: 137] |

| [Item 11.](#Item11ExecutiveCompensation_846147) | | [Executive Compensation](#Item11ExecutiveCompensation_846147) | [removed: 147] [added: 137] |

| [Item 12.](#Item12SecurityOwnershipofCertainBenefici) | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](#Item12SecurityOwnershipofCertainBenefici) | [removed: 148] [added: 137] |

| [Item 13.](#Item13CertainRelationshipsandRelatedTran) | | [Certain Relationships and Related Transactions, and Director Independence](#Item13CertainRelationshipsandRelatedTran) | [removed: 148] [added: 137] |

| [Item 14.](#Item14PrincipalAccountantFeesandServices) | | [Principal Accountant Fees and Services](#Item14PrincipalAccountantFeesandServices) | [removed: 148] [added: 137] |

| [Item 15.](#Item15ExhibitsFinancialStatementSchedule) | | [Exhibits, Financial Statement Schedules](#Item15ExhibitsFinancialStatementSchedule) | [removed: 149] [added: 138] |

| [Item 16.](#Item16Form10KSummary_266369) | | [Form 10-K Summary](#Item16Form10KSummary_266369) | [removed: 155] [added: 144] |

Cboe®, Bats®, BYX®, BZX®, Cboe Options Institute®, Cboe Vest®, Cboe Volatility Index®, CFE®, EDGA®, EDGX®, [removed: LiveVol®] [added: LiveVol®, Silexx®] and VIX® are registered trademarks, and Cboe Global MarketsSM, Cboe Futures ExchangeSM, C2SM, SilexxSM and SPXSM and are service marks of Cboe Global Markets, Inc. and its subsidiaries.

| | · | | our ability to protect our systems and communication networks from security risks, [removed: including cyber-attacks] [added: cybersecurity risks, insider threats] and unauthorized disclosure of confidential information; |

| | · | | potential difficulties in our migration of trading platforms and our ability to retain employees as a result of the Merger; [removed: and] |

10-K 1 cboe-20181231x10k.htm 10-K

2018 FORM 10-K

| | · | | "ADV" means average daily volume. |

| | · | | "ADNV" means average daily notional value. |

| | · | | fluctuations to currency exchange rates; |

| | · | | misconduct by those who use our markets or our products; |

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

| | · | | impairment of our goodwill, investments or intangible assets; and |

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

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

10-K 1 cboe-20171231x10k.htm 10-K

2017 FORM 10-K

| | · | | "NFA" refers to the National Futures Association. |

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

In addition to our principal offices, we have space located at 8050 Marshall Drive, Lenexa, Kansas, where we lease approximately [removed: 39,000] [added: 61,900] square feet of space.

The lease on this space expires in February [removed: 2025] [added: 2027] and contains two five-year renewal options, as well as a one-time option to terminate in November 2019 if certain contingencies under the lease are met.

We have an office located at 17 State Street, New York, New York, where we lease approximately 21,000 square feet of space, which expires in April [removed: 2024.][added: 2024, and contains one five-year renewal option.]

The secondary data center for [removed: Bats] [added: Cboe] Europe is in Park Royal, London.

We also maintain leased locations in California, [added: Florida,] Singapore, [added: Amsterdam,] and Hong Kong.

The Company's common stock is listed on Cboe BZX [removed: and the NASDAQ Global Select Market] under the trading symbol CBOE.

As of January 31, [removed: 2018,] [added: 2019,] there were approximately [removed: 186] [added: 163] holders of record of our common stock.

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, 2014, [removed: 2015,] [added: 2015] and [added: 2016, $150 million in] February [removed: 2016] [added: 2018, and $100 million in August 2018,] for a total authorization of [removed: $600] [added: $850] million.

[added: 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.

As of December 31, [removed: 2017,] [added: 2018,] the Company had [removed: $97] [added: $206.1] million of availability remaining under its existing share repurchase [removed: authorization.][added: authorizations.]

During the fiscal quarter ended December 31, [removed: 2017,] [added: 2018,] we purchased shares from employees in connection with the settlement of employee tax withholding obligations arising from the vesting of restricted stock [removed: units.][added: units, restricted stock awards, and stock options.]

The table below represents repurchases made by or on behalf of us or any “affiliated purchaser” of our common stock during the fiscal quarter ended December 31, [removed: 2017:][added: 2018:]

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: 2012,] [added: 2013,] and its performance is tracked on an annual basis through December 31, [removed: 2017.][added: 2018.]

][added: 1](https://www.sec.gov/Archives/edgar/data/1374310/000155837019000884/cboe20181231x10k001.jpg)]

On September 17, 2018, we voluntarily delisted our common stock from Nasdaq Global Select Market and transferred the listing to Cboe BZX Exchange.

Under the program, for the year ended December 31, 2018, the Company repurchased 1,347,954 shares of common stock at an average cost per share of $104.52, totaling $140.9 million.

Since inception of the program through December 31, 2018, the Company has repurchased 12,295,355 shares of common stock at an average cost per share of $52.37, totaling $643.9 million.

| October 1 to October 31, 2018 | 120 | $ | 104.91 |

| November 1 to November 30, 2018 | 6,207 | | 112.49 |

| December 1 to December 31, 2018 | 45,870 | | 106.18 |

| Total | 52,197 | | 106.93 |

| | | 12/13 | | 12/14 | | 12/15 | | 12/16 | | 12/17 | | 12/18 |

| Cboe Global Markets, Inc. | | 100.00 | | 123.82 | | 128.48 | | 148.42 | | 253.01 | | 200.89 |

| S&P 500 | | 100.00 | | 113.69 | | 115.26 | | 129.05 | | 157.22 | | 150.33 |

| Peer Group | | 100.00 | | 113.10 | | 131.68 | | 159.36 | | 199.20 | | 233.49 |

The following table sets forth the high and low sales prices by quarter for shares of our common stock as reported on BZX and NASDAQ and cash dividends declared per quarter:

| | | | | | | | | | |

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

| | | | | | | | | Cash | |

| | | | | | | | | Dividends Declared | |

| | | Price Range | | | | | | per Share | |

| Calendar Period | | High | | | Low | | | | |

| 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 | | | | | | | | | |

| First Quarter | | | 81.37 | | | 72.54 | | | 0.25 |

| Second Quarter | | | 91.80 | | | 80.00 | | | 0.25 |

| Third Quarter | | | 108.26 | | | 91.12 | | | 0.27 |

| Fourth Quarter | | | 128.32 | | | 107.48 | | | 0.27 |

The program permits the Company to

The program was not utilized during the year ended December 31, 2017.

| October 1 to October 31, 2017 | — | $ | — |

| November 1 to November 30, 2017 | 145 | | 119.63 |

| December 1 to December 31, 2017 | 52,794 | | 124.97 |

| Total | 52,939 | | 124.66 |

| | | 12/12 | | 12/13 | | 12/14 | | 12/15 | | 12/16 | | 12/17 |

| Cboe Global Markets, Inc. | | 100.00 | | 180.77 | | 223.84 | | 232.26 | | 268.31 | | 457.37 |

| S&P 500 | | 100.00 | | 211.60 | | 253.82 | | 276.42 | | 287.20 | | 341.87 |

| Peer Group | | 100.00 | | 170.08 | | 189.10 | | 213.86 | | 260.69 | | 341.01 |

| | | [added: 2018 | | |] 2017 | | | 2016 | | | 2015 | | | 2014 | | [removed: | 2013 | |]

| Transaction fees | | $ | [removed: 1,564.9] [added: 1,986.9] | | $ | [removed: 509.3] [added: 1,564.9] | | $ | [removed: 485.3] [added: 509.3] | | $ | [removed: 466.9] [added: 485.3] | | $ | [removed: 426.3] [added: 466.9] |

| Access fees | | | [added: 127.9 | | |] 106.8 | | | 52.4 | | | 53.3 | | | 59.3 | [removed: | | 61.0 |]

| Exchange services and other fees | | | [added: 83.1 | | |] 74.8 | | | 46.3 | | | 42.2 | | | 38.0 | [removed: | | 37.3 |]

| Market data fees | | | [added: 204.0 | | |] 164.5 | | | 33.2 | | | 30.0 | | | 30.5 | [removed: | | 24.9 |]

| Regulatory fees | | | [added: 333.9 | | |] 291.5 | | | 48.3 | | | 33.5 | | | 37.1 | [removed: | | 36.6 |]

| Other revenue | | | [added: 33.0 | | |] 26.6 | | | 13.6 | | | 19.5 | | | 14.6 | [removed: | | 15.0 |]

| Total revenues | | | [added: 2,768.8 | | |] 2,229.1 | | | 703.1 | | | 663.8 | | | 646.4 | [removed: | | 601.1 |]

| Liquidity payments | | | [added: 1,113.0 | | |] 849.7 | | | 35.8 | | | 29.2 | | | 29.1 | [removed: | | 29.2 |]

| Routing and clearing | | | [added: 39.1 | | |] 37.6 | | | 11.1 | | | 2.3 | | | 4.1 | [removed: | | 4.3 |]

| Section 31 fees (1) | | | [removed: 260.0] [added: 302.4] | | | [removed: 11.8] [added: 260.0] | | | [removed: —] [added: 11.8] | | | — | | | — |

| Royalty fees | | | [added: 97.4 | | |] 86.2 | | | 78.0 | | | 70.6 | | | 66.1 | [removed: | | 56.6 |]

| Total cost of revenues | | | [added: 1,551.9 | | |] 1,233.5 | | | 136.7 | | | 102.1 | | | 99.3 | [removed: | | 90.1 |]

| Revenues less cost of revenues | | | [added: 1,216.9 | | |] 995.6 | | | 566.4 | | | 561.7 | | | 547.1 | [removed: | | 511.0 |]

| Compensation and benefits | | | [added: 228.8 | | |] 201.4 | | | 113.2 | | | 105.9 | | | 121.7 | [removed: | | 118.1 |]

| Depreciation and amortization | | | [added: 204.0 | | |] 192.2 | | | 44.4 | | | 46.3 | | | 40.0 | [removed: | | 34.5 |]

| Technology support services | | | [added: 47.9 | | |] 42.1 | | | 22.5 | | | 20.7 | | | 19.2 | [removed: | | 17.9 |]

| Professional fees and outside services | | | [added: 68.3 | | |] 66.0 | | | 53.1 | | | 50.1 | | | 32.0 | [removed: | | 34.4 |]

| Travel and promotional expenses | | | [removed: 17.2] [added: 13.0] | | | [removed: 11.0] [added: 17.2] | | | [removed: 9.0] [added: 11.0] | | | 9.0 | | | [removed: 9.8] [added: 9.0] |

| Facilities costs | | | [added: 11.5 | | |] 10.3 | | | 5.7 | | | 5.0 | | | 5.7 | [removed: | | 5.0 |]

| Acquisition-related costs | | | [removed: 84.4] [added: 30.0] | | | [removed: 13.6] [added: 84.4] | | | [removed: —] [added: 13.6] | | | — | | | — |

| Other expenses | | | [added: 14.0 | | |] 10.1 | | | 4.7 | | | 4.8 | | | 5.7 | [removed: | | 5.5 |]

| Total operating expenses | | | [added: 617.5 | | |] 623.7 | | | 268.2 | | | 241.8 | | | 233.3 | [removed: | | 225.2 |]

| Operating income | | | [added: 599.4 | | |] 371.9 | | | 298.2 | | | 319.9 | | | 313.8 | [removed: | | 285.8 |]

| Interest (expense) income, net | | | [removed: (41.3)] [added: (38.2)] | | | [removed: (5.7)] [added: (41.3)] | | | [removed: —] [added: (5.7)] | | | — | | | — |

| Other income (expense) | | | [added: 10.0 | | |] 3.8 | | | 14.1 | | | 4.1 | | | (4.1) | [removed: | | (2.1) |]

| Income before income tax provision | | | [added: 571.2 | | |] 334.4 | | | 306.6 | | | 324.0 | | | 309.7 | [removed: | | 283.7 |]

| Income tax provision | | | [added: 146.0 | | |] (66.2) | | | 120.9 | | | 119.0 | | | 120.0 | [removed: | | 107.7 |]

| Net income | | $ | [removed: 400.6] [added: 425.2] | | $ | [removed: 185.7] [added: 400.6] | | $ | [removed: 205.0] [added: 185.7] | | $ | [removed: 189.7] [added: 205.0] | | $ | [removed: 176.0] [added: 189.7] |

| Net loss attributable to noncontrolling interests | | | [removed: 1.1] [added: 1.3] | | | 1.1 | | | [removed: —] [added: 1.1] | | | — | | | — |

| Net income excluding noncontrolling interests | | | [added: 426.5 | | |] 401.7 | | | 186.8 | | | 205.0 | | | 189.7 | [removed: | | 176.0 |]

| Change in redemption value of noncontrolling interests | | | [removed: (1.1)] [added: (1.3)] | | | (1.1) | | | [removed: —] [added: (1.1)] | | | — | | | — |

| Net income allocated to participating securities | | | [added: (3.1) | | |] (3.9) | | | (0.8) | | | (0.9) | | | (1.3) | [removed: | | (2.1) |]

| Net income allocated to common stockholders | | $ | [removed: 396.7] [added: 422.1] | | $ | [removed: 184.9] [added: 396.7] | | $ | [removed: 204.1] [added: 184.9] | | $ | [removed: 188.4] [added: 204.1] | | $ | [removed: 173.9] [added: 188.4] |

| Basic earnings per share | | $ | [removed: 3.70] [added: 3.78] | | $ | [removed: 2.27] [added: 3.70] | | $ | [removed: 2.46] [added: 2.27] | | $ | [removed: 2.21] [added: 2.46] | | $ | [removed: 1.99] [added: 2.21] |

| Diluted earnings per share | | $ | [removed: 3.69] [added: 3.76] | | $ | [removed: 2.27] [added: 3.69] | | $ | [removed: 2.46] [added: 2.27] | | $ | [removed: 2.21] [added: 2.46] | | $ | [removed: 1.99] [added: 2.21] |

| Basic weighted average shares outstanding | | | [added: 111.8 | | |] 107.2 | | | 81.4 | | | 83.1 | | | 85.4 | [removed: | | 87.3 |]

| Diluted weighted average shares outstanding | | | [added: 112.2 | | |] 107.5 | | | 81.4 | | | 83.1 | | | 85.4 | [removed: | | 87.3 |]

| Distributions per share | | $ | [removed: 1.04] [added: 1.16] | | $ | [removed: 0.96] [added: 1.04] | | $ | [removed: 0.88] [added: 0.96] | | $ | [removed: 0.78] [added: 0.88] | | $ | [removed: 1.16] [added: 0.78] |

| | (1) | | As national securities exchanges, Cboe Options, C2, BZX, BYX, EDGX, and EDGA are assessed fees pursuant to Section 31 of the Exchange Act. Section 31 fees are assessed on the notional value traded and are designed to recover the costs to the government of supervision and regulation of securities markets and securities professionals. Section 31 fees are paid directly to the SEC, and our national securities exchanges then pass these costs along to our [added: members as regulatory transaction fees, recognizing these amounts as incurred in cost of revenues and revenues, respectively.] |

| | | 2018 | | | 2017 | | | 2016 | | | 2015 | | | 2014 | |

| members as regulatory transaction fees, recognizing these amounts as incurred in cost of revenues and revenues, respectively. |

| --- |

| [Reports of Independent Registered Public Accounting Firm](#REPORTOFINDEPENDENTREGISTERED_227565) | [removed: 99] [added: 91] |

| [Consolidated Balance [removed: Sheet](#ConsolidatedStatementsofFinancialConditi)] [added: Sheets](#ConsolidatedStatementsofFinancialConditi)] | [removed: 102] [added: 94] |

| [Consolidated Statements of Income](#ConsolidatedStatementsofIncome_610291) | [removed: 103] [added: 95] |

| [Consolidated Statements of Comprehensive Income](#ConsolidatedStatementsofComprehensiveInc) | [removed: 104] [added: 96] |

| [Consolidated Statements of Changes in Stockholders’ Equity](#ConsolidatedStatementsofChangesinStockho) | [removed: 105] [added: 97] |

| [Consolidated Statements of Cash Flows](#ConsolidatedStatementsofCashFlows_740676) | [removed: 106] [added: 98] |

| [Notes to Consolidated Financial Statements](#NotestoConsolidatedFinancialStatements_1) | [removed: 107] [added: 99] |

We have audited the accompanying consolidated balance sheets of Cboe Global Markets, Inc. and subsidiaries (the "Company") as of December 31, [removed: 2017] [added: 2018] and [removed: 2016,] [added: 2017,] the related consolidated statements of income, comprehensive income, [removed: stockholders’] [added: changes in stockholders'] equity, and cash flows, for each of the three years in the period ended December 31, [removed: 2017,] [added: 2018,] and the related notes (collectively referred to as the "financial statements").

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2017] [added: 2018] and [removed: 2016,] [added: 2017,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2017,] [added: 2018,] 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) (PCAOB), the Company's internal control over financial reporting as of December 31, [removed: 2017,] [added: 2018,] based on criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 22, [removed: 2018,] [added: 2019,] expressed an unqualified opinion on the Company's internal control over financial reporting.

We have audited the internal control over financial reporting [added: of] Cboe Global Markets, Inc. [added: and subsidiaries] (the “Company”) as of December 31, [removed: 2017,] [added: 2018,] based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2017,] [added: 2018,] based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, [removed: 2017,] [added: 2018,] of the Company and our report dated February 22, [removed: 2018,] [added: 2019,] expressed an unqualified opinion on those financial statements.

[added: A company’s internal control over financial reporting includes those policies] and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

[removed: s/] [added: /s/] DELOITTE & TOUCHE LLP

December 31, [removed: 2017] [added: 2018] and [removed: 2016][added: 2017]

(In millions, except share [added: and per share] data)

| | | [added: 2018 | | |] 2017 | | | 2016 | | |

| Cash and cash equivalents | | $ | [removed: 143.5] [added: 275.1] | | $ | [removed: 97.3] [added: 143.5] | |

| Financial investments | | | 47.3 | | | [added: 47.3 | | |] — | | [added: | — | |]

| Accounts receivables, net | | | [removed: 217.3] [added: 287.3] | | | [removed: 76.7] [added: 217.3] | |

| Income taxes receivable | | | [removed: 17.2] [added: 70.4] | | | [removed: 53.7] [added: 17.2] | |

| Other current assets | | | [removed: 9.4] [added: 15.2] | | | [removed: 7.4] [added: 9.4] | |

| Total Current Assets | | | [removed: 434.7] [added: 683.7] | | | [removed: 235.1] [added: 434.7] | |

| Investments | | | [removed: 82.7] [added: 86.2] | | | [removed: 72.9] [added: 82.7] | |

| Property and equipment, net | | | [removed: 73.9] [added: 71.7] | | | [removed: 55.9] [added: 73.9] | |

| Goodwill | | | [removed: 2,707.4] [added: 2,691.4] | | | [removed: 26.5] [added: 2,707.4] | |

| Intangible assets, net | | | [removed: 1,902.6] [added: 1,720.2] | | | [removed: 8.7] [added: 1,902.6] | |

| Other assets, net | | | [removed: 59.5] [added: 62.9] | | | [removed: 72.7] [added: 59.5] | |

| Total Assets | | $ | [removed: 5,265.7] [added: 5,321.0] | | $ | [removed: 476.7] [added: 5,265.7] | |

| Accounts payable and accrued liabilities | | $ | [removed: 153.8] [added: 198.5] | | $ | [removed: 82.4] [added: 153.8] | |

| Section 31 fees payable | | | [removed: 105.6] [added: 81.1] | | | [removed: 4.4] [added: 105.6] | |

| Deferred revenue | | | [removed: 15.4] [added: 8.5] | | | [removed: 3.1] [added: 15.4] | |

| Income taxes payable | | | [removed: 2.6] [added: 4.1] | | | [removed: —] [added: 2.6] | |

| Contingent consideration liability | | | [removed: 56.6] [added: 3.9] | | | [removed: —] [added: 56.6] | |

| Total Current Liabilities | | | [removed: 334.0] [added: 595.9] | | | [removed: 89.9] [added: 334.0] | |

| Long-term debt | | | [removed: 1,237.9] [added: 915.6] | | | [removed: —] [added: 1,237.9] | |

| Income tax liability | | | [removed: 78.8] [added: 114.9] | | | [removed: 52.1] [added: 78.8] | |

| Deferred income taxes | | | [removed: 488.2] [added: 436.8] | | | [removed: —] [added: 488.2] | |

| Other non-current liabilities | | | [removed: 6.8] [added: 7.4] | | | [removed: 4.2] [added: 6.8] | |

February 22, 2019

February 22, 2019

| Financial investments | | | 35.7 | | | 47.3 | |

| Current portion of long-term debt | | | 299.8 | | | — | |

Years ended December 31, 2018, 2017 and 2016

| Common stock repurchased from employee stock plans | | | — | | | — | | | (20.9) | | | 1.4 | | | — | | | — | | | (19.5) | | | — | |

| Net income excluding noncontrolling interest | | | — | | | — | | | — | | | — | | | 426.5 | | | — | | | 426.5 | | | — | |

| Redemption value adjustment of redeemable noncontrolling interest | | | — | | | — | | | — | | | — | | | (1.3) | | | — | | | (1.3) | | | 1.3 | |

| Balance at December 31, 2018 | | $ | — | | $ | 1.2 | | $ | (720.1) | | $ | 2,660.2 | | $ | 1,288.2 | | $ | 11.5 | | $ | 3,241.0 | | $ | 9.4 | |

Years ended December 31, 2018, 2017 and 2016

| Depreciation and amortization | | | 204.0 | | | 192.2 | | | 44.4 | |

| Proceeds from credit facility | | | 39.0 | | | — | | | — | |

| Payments of credit facility | | | (39.0) | | | — | | | — | |

As of December 31, 2018 and 2017 and for the

Years ended December 31, 2018, 2017 and 2016

taxable temporary differences.

We have elected to account for global intangible low-taxed income (“GILTI”) in the period in which it is incurred, and therefore, have not provided any deferred tax impacts of GILTI in our consolidated financial statements.

terms and conditions (including vesting schedule) as were applicable to such Bats stock option.

The Company’s application of the pronouncement, on a prospective basis, did not result in a material impact to the consolidated financial statements.

The Company’s application of the pronouncement did not result in a material impact to the consolidated financial statements.

The Company will apply the pronouncement, on a prospective basis, for any business combination.

In the first quarter of 2018, the Company adopted ASU 2016-01, Financial Instruments – Overall (Subtopic 825-10) – Recognition and Measurement of Financial Assets and Financial Liabilities.

ASU 2016-01 addresses certain aspects of recognition, measurement, presentation, and disclosure of financial instruments.

The changes primarily relate to equity investments, financial liabilities measured using the fair value option, and updated disclosure requirements.

The Company applied the full retrospective application of the pronouncement, which did not result in a material impact to the consolidated financial statements.

In the first quarter of 2018, the Company adopted ASU 2018-02, Income Statement - Reporting Comprehensive Income (Topic 220) - Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income.

This update addresses the reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the tax reform legislation commonly referred to as the Tax Cuts and Jobs Act (“Jobs Act”).

The guidance eliminates the stranded tax effects resulting from the Jobs Act as well as improves the usefulness of information reported to financial statement users by requiring certain disclosures about stranded tax effects.

As the amendment only relates to reclassification of the income tax effects of the Jobs Act, the underlying guidance that requires that the effect of a change in tax laws or rates be included in income from continuing operations is not affected.

The Company’s application of the pronouncement did not result in a material impact to the consolidated financial statements.

The Company elected to early adopt [ASU 2017-04](#\t) during the fourth quarter of 2018 in connection with its goodwill assessment performed as of October 1, 2018.

The adoption of this ASU did not have an impact to the financial statements as there was no goodwill impairment recorded during the year ended December 31, 2018.

In July 2018, the FASB issued ASU No. 2018-10, Codification Improvements to Topic 842, Leases to clarify the implementation guidance and ASU No. 2018-11, Leases (Topic 842) Targeted Improvements.

This updated guidance provides an optional transition method, which allows for the initial application of the new accounting standard at the adoption date and the recognition of a cumulative-effect adjustment to the opening balance of retained earnings as of the beginning of the period of adoption.

The Company adopted the new ASUs on January 1, 2019 using the alternative transition approach and will not restate comparative periods.

We will elect the package of practical expedients permitted under the transition guidance within the new standard, which among other things, allows us to carryforward the historical lease classification.

Based on our portfolio of leases as of January 1, 2019, approximately $45M of both ROU assets and liabilities are expected to be recognized on our balance sheet upon adoption, primarily relating to operating leases of real estate.

We do not expect the new standard to have a material impact on our consolidated income statements and statements of cash flows.

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820) - Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement.

This ASU removes certain disclosure requirements related to the fair value hierarchy, modifies existing disclosure requirements related to measurement uncertainty and adds new disclosure requirements.

February 22, 2018

As described in the accompanying “Management’s Annual Report on Internal Control over Financial Reporting”, management excluded from its assessment the internal control over financial reporting at Cboe Bats, LLC (formerly known as Bats Global Markets, Inc.), which was acquired on February 28, 2017 and whose financial statements include $468.1 million of total assets, excluding acquired goodwill and intangibles, $1,712.7 million of total revenue, $450.0 million of revenues less cost of revenues and $87.4 million of net income for the year ended December 31, 2017.

Accordingly, our audit did not include the internal control over financial reporting at Cboe Bats, LLC.

A company’s internal control over financial reporting includes those policies

| | | | | | | | |

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

| Balance at December 31, 2014 | | $ | — | | $ | 0.9 | | $ | (332.3) | | $ | 110.1 | | $ | 472.0 | | $ | (0.7) | | $ | 250.0 | | $ | — | |

| Post-retirement benefit obligation adjustment—net of tax benefit of $86 | | | — | | | — | | | — | | | — | | | — | | | (0.1) | | | (0.1) | | | — | |

| Impairment of investment and other assets | | | — | | | — | | | 0.1 | |

| Excess tax benefit from stock-based compensation | | | — | | | 1.1 | | | 1.3 | |

| Change in post-retirement benefit obligation | | | — | | | (0.1) | | | 0.2 | |

| Unpaid liability to acquire equipment and software | | | — | | | — | | | 2.8 | |

| Contingent consideration - long-term | | | — | | | — | | | 1.4 | |

In October 2017, the Company changed its legal name from CBOE Holdings, Inc. to Cboe Global Markets, Inc. The amendment to effect the name change was filed and became effective with the State of Delaware on October 16, 2017.

Certain prior period amounts have been reclassified to conform to current period presentation.

In 2017, the Company changed the presentation of liquidity payments to be a cost of revenues, which historically had been netted against transaction fees.

The Company also changed the presentation of royalty fees to be a cost of revenues.

The presentation of routing fees and costs were also changed.

Routing fees were presented in transaction fees in total revenues and routing and clearing costs in total cost of revenues.

These fees were previously presented as a net operating expense.

These changes were made to conform to current presentation and the changes have been reflected in all periods presented.

The Company previously operated as a single reportable business segment.

This change has been reflected in all periods presented.

The Company accounts for software development costs under ASC Topic 350, Intangibles—Goodwill and Other.

The Company presents both basic and diluted earnings per share.

If a market‑based transaction of the Company’s

| | · | | Forfeitures are based on the history of cancellations of awards. |

In the first quarter of 2017, the Company adopted Accounting Standards Update (ASU) 2014-09, Revenue from Contracts with Customers (Topic 606).

Under the ASU, revenue is recognized when a customer obtains control of promised goods or services in an amount that reflects the consideration the entity expects to receive in exchange for those goods or services.

In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers.

The Company applied the five-step method outlined in the ASU to all revenue streams and elected the full retrospective implementation method.

The additional disclosures required by the ASU have been included in Note 4.

This ASU 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.

The Company has chosen to use the actual forfeiture rate and applied the prospective transition method for excess tax benefits and employees taxes paid.

As of the adoption date, the Company did not have any awards classified as a liability under the previous guidance.

In the first quarter of 2017, the Company adopted ASU 2016-16, Accounting for Income Taxes:Intra-Entity Transfers of Assets other than Inventory.

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

Specifically, an entity is to account for the effects of a modification, unless all of the following are satisfied: (1) the fair value (or calculated value or intrinsic value, if such an alternative measurement method is used) of the modified award is the same as the fair value (or calculated value or intrinsic value, if such an alternative measurement method is used) of the original award immediately before the original award is modified; (2) the vesting conditions of the modified award are the same as the vesting conditions of the original award immediately before the original award is modified; and (3) the classification of the modified award as an equity instrument or as a liability instrument is the same as the classification of the original award immediately before the original award is modified.

Early adoption is permitted.

The Company is in the process of evaluating this guidance and assessing the impact the ASU could have on the consolidated financial statements.

[removed: Our] [added: The Company’s] 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, [removed: 2017.][added: 2018.]

Based on its assessment of the Company’s internal control over financial reporting, management believes that, as of December 31, [removed: 2017, our] [added: 2018,] internal control over financial reporting is effective.

[removed: Except as described above, there were no] [added: No] changes [added: occurred] in the [removed: Company's] [added: Company’s] internal control over financial reporting [removed: that occurred] during [removed: the three months ended December 31, 2017] [added: fourth quarter 2018] that have materially affected, or are reasonably likely to materially affect, [removed: our] [added: the Company’s] internal control over financial reporting.

The effectiveness of [removed: our] [added: the Company’s] internal control over financial reporting as of December 31, [removed: 2017] [added: 2018] has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report on page [removed: [99.](#sF44DB60FAF4F7360F44B1A195BD08A96)][added: [92.](#sF44DB60FAF4F7360F44B1A195BD08A96)]

As of March 31, 2018, the Company has integrated the acquired Bats Global Markets, Inc. operations into its overall internal controls over financial reporting.

During the second quarter ended June 30, 2018, the Company implemented various process and information enhancements, principally related to the implementation of new general ledger, payroll and accounts payable software.

These process and information enhancements have resulted in modifications to the internal controls over general ledger and accounts payable systems.

Management has taken the necessary steps to monitor and maintain appropriate internal control over financial reporting during this period of system change.

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.

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: 2018] [added: 2019] Annual Meeting of Stockholders planned to be held on May [removed: 17, 2018,] [added: 16, 2019,] which will be filed within 120 days of the end of our fiscal year ended December 31, [removed: 2017 ("2018] [added: 2018 ("2019] Proxy Statement") and is incorporated herein by reference.

Information relating to our executive officers is included on pages [removed: 25] [added: 24] and [removed: 26] [added: 25] of this Annual Report on Form 10-K.

Information relating to our executive officer and director compensation and the compensation committee of our board of directors will be in the [removed: 2018] [added: 2019] 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: 2018] [added: 2019] Proxy Statement and is incorporated herein by reference.

Information regarding certain relationships and related transactions and director independence will be in the [removed: 2018] [added: 2019] Proxy Statement and is incorporated herein by reference.

Information regarding principal accountant fees and services will be in the [removed: 2018] [added: 2019] 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: 98.][added: 91.]

| | · | | Consolidated Balance Sheets as of December 31, [removed: 2017] [added: 2018] and [removed: 2016] [added: 2017] |

| | · | | Consolidated Statements of Income for the years ended December 31, [removed: 2017, 2016] [added: 2018, 2017] and [removed: 2015] [added: 2016] |

| | · | | Consolidated Statements of Comprehensive Income for the years ended December 31, [removed: 2017, 2016] [added: 2018, 2017] and [removed: 2015] [added: 2016] |

| | · | | Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2017, 2016] [added: 2018, 2017] and [removed: 2015] [added: 2016] |

| | · | | Consolidated Statements of Stockholders’ Equity for the years ended December 31, [removed: 2017, 2016] [added: 2018, 2017] and [removed: 2015] [added: 2016] |

| 3.2 | | | [removed: [Fourth] [added: [Fifth] Amended and Restated Bylaws, incorporated by reference to Exhibit [removed: 3.2] [added: 3.1] to the [removed: Company's] [added: Company’s] Current Report on Form 8-K (File No. 001-34774) filed on [removed: October 17, 2017.](http://www.sec.gov/Archives/edgar/data/1374310/000137431017000027/exhibit32-bylaws.htm)] [added: February 14, 2019.](http://www.sec.gov/Archives/edgar/data/1374310/000110465919008825/a19-4608_1ex3d1.htm)] |

| [removed: 10.2] [added: 10.3] | | | [Credit Agreement, dated as of December 15, 2016, by and among Cboe Global Markets, Inc. (f/k/a 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.](http://www.sec.gov/Archives/edgar/data/1374310/000110465916163031/a16-20070_6ex10d2.htm) |

| [removed: 10.3] [added: 10.24] | | | [removed: [Debt Commitment Letter, dated as of September 25, 2016,] [added: [Offer Letter Agreement,] by and [removed: among] [added: between] Cboe Global Markets, Inc. (f/k/a CBOE Holdings, [removed: Inc.), Bank of America, N.A.] [added: Inc.)] and [removed: Merrill Lynch, Pierce, Fenner & Smith Incorporated,] [added: Brian N. Schell, dated February 27, 2017,] incorporated by reference to Exhibit 10.1 to the Company’s [removed: Quarterly] [added: Current] Report on Form [removed: 10-Q] [added: 8-K] (File No. 001-34774) filed on November [removed: 8, 2016.](http://www.sec.gov/Archives/edgar/data/1374310/000137431016000060/exhibit101.htm)] [added: 7, 2017.*](http://www.sec.gov/Archives/edgar/data/1374310/000137431017000035/exhibit101112017.htm)] |

| 10.16 | | | [Amendment No. 13 to the S&P License [removed: Agreement and Amendment No. 2 to Dow License Agreement (defined below),] [added: Agreement,] dated as of December 21, 2017, incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K (File No. 001-34774) filed on December 22, 2017.+](http://www.sec.gov/Archives/edgar/data/1374310/000137431017000041/amendmentno13no2.htm) |

| [removed: 10.18] [added: 10.19] | | | [removed: [Amendment No. 1, dated August 22, 2011, to the Dow License] [added: [Form of Amended and Restated Director Indemnification] Agreement, incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended [removed: September] [added: June] 30, [removed: 2011] [added: 2017] (File No. 001-34774) filed on [removed: November 8, 2011.+](http://www.sec.gov/Archives/edgar/data/1374310/000144530511003304/exhibit101.htm)] [added: August 4, 2017.](http://www.sec.gov/Archives/edgar/data/1374310/000137431017000022/exhbit101-63017.htm)] |

| [removed: 10.19] [added: 10.40] | | | [removed: [Form of Director Indemnification Agreement,] [added: [Cboe Global Markets, Inc. Executive Severance Plan,] incorporated by reference to Exhibit 10.1 to the [removed: Company's] [added: Company’s] Current Report on Form 8-K (File No. 001-34774) filed on [removed: December 20, 2010.](http://www.sec.gov/Archives/edgar/data/1374310/000110465910063390/a10-23916_1ex10d1.htm)] [added: August 2, 2018.*](http://www.sec.gov/Archives/edgar/data/1374310/000155837018006247/ex-10d1.htm)] |

| [removed: 10.20] [added: 10.50] | | | [Form of [removed: Amended and Restated Director Indemnification Agreement,] [added: Restricted Stock Award Agreement (for Non-employee Directors),] incorporated by reference to Exhibit [removed: 10.1] [added: 10.17] to the Company's Quarterly Report on Form 10-Q for the quarter ended [removed: June 30,] [added: March 31,] 2017 (File No. 001-34774) filed on [removed: August 4, 2017.](http://www.sec.gov/Archives/edgar/data/1374310/000137431017000022/exhbit101-63017.htm)] [added: May 11, 2017.*](http://www.sec.gov/Archives/edgar/data/1374310/000137431017000014/exhibit1017-33117.htm)] |

| [removed: 10.21] [added: 10.20] | | | [Employment Agreement, by and among Cboe Global Markets, Inc. (f/k/a CBOE Holdings, Inc.), Cboe Exchange, Inc. (f/k/a Chicago Board Options Exchange, Incorporated), Cboe C2 Exchange, Inc. (f/k/a C2 Options Exchange, Incorporated) and Edward Tilly, dated February 27, 2017, incorporated by reference to Exhibit 10.10 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2017 (File No. 001-34774) filed on May 11, 2017.*](http://www.sec.gov/Archives/edgar/data/1374310/000137431017000014/exhibit1010-33117.htm) |

| [removed: 10.22] [added: 10.21] | | | [Employment Agreement, by and among Cboe Global Markets, Inc. (f/k/a CBOE Holdings, Inc.), Cboe Exchange, Inc. (f/k/a Chicago Board Options Exchange, Incorporated), Cboe C2 Exchange, Inc. (f/k/a C2 Options Exchange, Incorporated) and Christopher Concannon, dated February 27, 2017, incorporated by reference to Exhibit 10.11 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2017 (File No. 001-34774) filed on May 11, 2017.*](http://www.sec.gov/Archives/edgar/data/1374310/000137431017000014/exhibit1011-33117.htm) |

| [removed: 10.23] [added: 10.22] | | | [Offer Letter Agreement, by and between Cboe Global Markets, Inc. (f/k/a CBOE Holdings, Inc.) and Christopher Isaacson, dated September 25, 2016, incorporated by reference to Exhibit 10.12 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2017 (File No. 001-34774) filed on May 11, 2017.*](http://www.sec.gov/Archives/edgar/data/1374310/000137431017000014/exhibit1012-33117.htm) |

| [removed: 10.24] [added: 10.23] | | | [Offer Letter Agreement, by and between Cboe Global Markets, Inc. (f/k/a CBOE Holdings, Inc.) and Mark Hemsley, dated September 25, 2016, incorporated by reference to Exhibit 10.13 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2017 (File No. 001-34774) filed on May 11, 2017.*](http://www.sec.gov/Archives/edgar/data/1374310/000137431017000014/exhibit1013-33117.htm) |

| 10.25 | | | [removed: [Offer Letter Agreement, by and between Cboe Global Markets, Inc. (f/k/a CBOE Holdings, Inc.) and] [added: [Amendments to Relocation Assistance Summary for] Brian N. Schell, [removed: dated February 27, 2017,] incorporated by reference to Exhibit [removed: 10.1] [added: 10.2] to the Company’s Current Report on Form 8-K (File No. 001-34774) filed on November 7, [removed: 2017.*](http://www.sec.gov/Archives/edgar/data/1374310/000137431017000035/exhibit101112017.htm)] [added: 2017.*](http://www.sec.gov/Archives/edgar/data/1374310/000137431017000035/exhibit102112017.htm)] |

| [removed: 10.26] [added: 10.63] | | | [removed: [Amendments to Relocation Assistance Summary for Brian N. Schell,] [added: [Form of Restricted Stock Unit Award Agreement (3 Year Cliff Vest),] incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No. 001-34774) filed on [removed: November 7, 2017.*](http://www.sec.gov/Archives/edgar/data/1374310/000137431017000035/exhibit102112017.htm)] [added: May 18, 2018.*](http://www.sec.gov/Archives/edgar/data/1374310/000155837018004867/ex-10d2.htm)] |

| [removed: 10.40] [added: 10.41] | | | [Bats Global Markets, Inc. 2009 Stock Option Plan, incorporated by reference to Exhibit 10.1 to Bats Global Markets, Inc.’s Registration Statement on Form S-1 (File No. 333-208565) filed on December 16, 2015.*](http://www.sec.gov/Archives/edgar/data/1659228/000104746915009232/a2226675zex-10_1.htm) |

| [removed: 10.41] [added: 10.42] | | | [Bats Global Markets, Inc. Third Amended and Restated 2012 Equity Incentive Plan, incorporated by reference to Exhibit 10.2 to Bats Global Markets, Inc.’s Registration Statement on Form S-1 (File No. 333-208565) filed on December 16, 2015.*](http://www.sec.gov/Archives/edgar/data/1659228/000104746915009232/a2226675zex-10_2.htm) |

| [removed: 10.42] [added: 10.43] | | | [Form of Stock Option Award Agreement pursuant to the Bats Global Markets, Inc. 2009 Stock Option Plan, incorporated by reference to Exhibit 10.3 to Bats Global Markets, Inc.’s Registration Statement on Form S-1 (File No. 333-208565) filed on December 16, 2015.*](http://www.sec.gov/Archives/edgar/data/1659228/000104746915009232/a2226675zex-10_3.htm) |

| [removed: 10.43] [added: 10.44] | | | [Form of Stock Option Award Agreement pursuant to the Bats Global Markets, Inc. Third Amended and Restated 2012 Equity Incentive Plan, incorporated by reference to Exhibit 10.4 to Bats Global Markets, Inc.’s Registration Statement on Form S-1 (File No. 333-208565) filed on December 16, 2015.*](http://www.sec.gov/Archives/edgar/data/1659228/000104746915009232/a2226675zex-10_4.htm) |

| [removed: 10.44] [added: 10.45] | | | [Form of Restricted Stock Award Agreement pursuant to the Bats Global Markets, Inc. Third Amended and Restated 2012 Equity Incentive Plan, incorporated by reference to Exhibit 10.5 to Bats Global Markets, Inc.’s Registration Statement on Form S-1 (File No. 333-208565) filed on December 16, 2015.*](http://www.sec.gov/Archives/edgar/data/1659228/000104746915009232/a2226675zex-10_5.htm) |

| [removed: 10.45] [added: 10.46] | | | [Bats Global Markets, Inc. 2016 Omnibus Incentive Plan, incorporated by reference to Exhibit 99.3 to Bats Global Markets, Inc.’s Registration Statement on Form S-8 (File No. 333-210841) filed on April 20, 2016.*](http://www.sec.gov/Archives/edgar/data/1659228/000110465916112923/a15-23678_11ex99d3.htm) |

| [removed: 10.46] [added: 10.47] | | | [Form of Restricted Stock Award Agreement under Bats Global Markets, Inc. 2016 Omnibus Incentive Plan, incorporated by reference to Exhibit 10.7 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2017 (File No. 001-34774) filed on May 11, 2017.*](http://www.sec.gov/Archives/edgar/data/1374310/000137431017000014/exhibit107-33117.htm) |

| [removed: 10.47] [added: 10.49] | | | [Second Amended and Restated Cboe Global Markets, Inc. (f/k/a 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 24, 2016.*](http://www.sec.gov/Archives/edgar/data/1374310/000137431016000047/ltip.htm) |

| [removed: 10.48] [added: 10.57] | | | [Form of [added: 2017] Restricted Stock [added: Unit] Award Agreement (for [removed: Non-employee Directors),] [added: Executive Officers),] incorporated by reference to Exhibit [removed: 10.17] [added: 10.34] to the Company's [removed: Quarterly] [added: Annual] Report on Form [removed: 10-Q] [added: 10-K] for the [removed: quarter] [added: year] ended [removed: March] [added: December] 31, [removed: 2017] [added: 2016] (File No. 001-34774) filed on [removed: May 11, 2017.*](http://www.sec.gov/Archives/edgar/data/1374310/000137431017000014/exhibit1017-33117.htm)] [added: February 22, 2017.*](http://www.sec.gov/Archives/edgar/data/1374310/000137431017000006/exhibit1034.htm)] |

| [removed: 10.49] [added: 10.51] | | | [Form of Restricted Stock Unit Award Agreement (for Executive Officers), 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.*](http://www.sec.gov/Archives/edgar/data/1374310/000137431014000008/exhibit1027.htm) |

| [removed: 10.50] [added: 10.52] | | | [Form of Restricted Stock Unit Award Agreement (relative total shareholder return), 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.*](http://www.sec.gov/Archives/edgar/data/1374310/000137431014000008/exhibit1028.htm) |

| [removed: 10.51] [added: 10.53] | | | [Form of Restricted Stock Unit Award Agreement (earnings per share), 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.*](http://www.sec.gov/Archives/edgar/data/1374310/000137431014000008/exhibit1029.htm) |

| [removed: 10.52] [added: 10.54] | | | [Form of 2016 Restricted Stock Unit Award Agreement (for Executive Officers), 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.*](http://www.sec.gov/Archives/edgar/data/1374310/000137431016000038/exhibit1030-15.htm) |

| [removed: 10.53] [added: 10.55] | | | [Form of 2016 Restricted Stock Unit Award Agreement (relative total shareholder return), 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.*](http://www.sec.gov/Archives/edgar/data/1374310/000137431016000038/exhibit1031-15.htm) |

| [removed: 10.54] [added: 10.56] | | | [Form of 2016 Restricted Stock Unit Award Agreement (earnings per share), 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.*](http://www.sec.gov/Archives/edgar/data/1374310/000137431016000038/exhibit1032-15.htm) |

| [removed: 10.55] [added: 10.59] | | | [Form of [removed: 2017] Restricted Stock Unit Award Agreement [removed: (for Executive Officers),] [added: (3 Year Cliff Vest),] incorporated by reference to Exhibit [removed: 10.34] [added: 10.36] to the Company's Annual Report on Form 10-K for the year ended December 31, 2016 (File No. 001-34774) filed on February 22, [removed: 2017.*](http://www.sec.gov/Archives/edgar/data/1374310/000137431017000006/exhibit1034.htm)] [added: 2017.*](http://www.sec.gov/Archives/edgar/data/1374310/000137431017000006/exhibit1036.htm)] |

| [removed: 10.56] [added: 10.58] | | | [Form of 2017 Restricted Stock Unit Award Agreement (relative total shareholder return), incorporated by reference to Exhibit 10.35 to the Company's Annual Report on Form 10-K for the year ended December 31, 2016 (File No. 001-34774) filed on February 22, 2017.*](http://www.sec.gov/Archives/edgar/data/1374310/000137431017000006/exhibit1035.htm) |

| [removed: 10.57] [added: 10.60] | | | [Form of [added: 2018] Restricted Stock Unit Award Agreement [removed: (3 Year Cliff Vest),] [added: (for Executive Officers),] incorporated by reference to Exhibit [removed: 10.36] [added: 10.58] to the Company's Annual Report on Form 10-K for the year ended December 31, [removed: 2016] [added: 2017] (File No. 001-34774) filed on February 22, [removed: 2017.*](http://www.sec.gov/Archives/edgar/data/1374310/000137431017000006/exhibit1036.htm)] [added: 2018.*](http://www.sec.gov/Archives/edgar/data/1374310/000155837018000953/cboe-20171231ex1058278bc.htm)] |

| [removed: 10.58] [added: 10.64] | | | [Form of [removed: 2018] [added: 2019] Restricted Stock Unit Award Agreement (for Executive Officers) (filed [removed: herewith).*](https://www.sec.gov/Archives/edgar/data/1374310/000155837018000953/cboe-20171231ex1058278bc.htm)] [added: herewith).*](https://www.sec.gov/Archives/edgar/data/1374310/000155837019000884/cboe-20181231ex1064414d3.htm)] |

| [removed: 10.59] [added: 10.65] | | | [Form of [removed: 2018] [added: 2019] Restricted Stock Unit Award Agreement (relative total shareholder return) (filed [removed: herewith).*](https://www.sec.gov/Archives/edgar/data/1374310/000155837018000953/cboe-20171231ex1059f7914.htm)] [added: herewith).*](https://www.sec.gov/Archives/edgar/data/1374310/000155837019000884/cboe-20181231ex1065d4df3.htm)] |

| [removed: 10.60] [added: 10.66] | | | [Form of [removed: 2018] [added: 2019] Restricted Stock Unit Award Agreement (earnings per share) (filed [removed: herewith).*](https://www.sec.gov/Archives/edgar/data/1374310/000155837018000953/cboe-20171231ex106022408.htm)] [added: herewith).*](https://www.sec.gov/Archives/edgar/data/1374310/000155837019000884/cboe-20181231ex1066976f3.htm)] |

| 10.2 | | | [Term Loan Credit Agreement, dated as of March 22, 2018, by and among Cboe Global Markets, Inc., Bank of America, N.A., as administrative agent, and the lender parties thereto, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-34774) filed on March 23, 2018.](http://www.sec.gov/Archives/edgar/data/1374310/000110465918019674/a18-8802_1ex10d1.htm) |

| 10.17 | | | [Amendment No. 14 to the S&P License Agreement, dated December 20, 2018 (filed herewith).](https://www.sec.gov/Archives/edgar/data/1374310/000155837019000884/cboe-20181231ex10174405e.htm) |

| 10.18 | | | [Amendment No. 15 to the S&P License Agreement, dated January 25, 2019 (filed herewith).](https://www.sec.gov/Archives/edgar/data/1374310/000155837019000884/cboe-20181231ex1018e28f2.htm) |

| 10.26 | | | [Release Agreement, by and among Cboe Global Markets, Inc. (f/k/a CBOE Holdings, Inc.), Cboe Exchange, Inc. (f/k/a Chicago Board Options Exchange, Incorporated), Cboe C2 Exchange, Inc. (f/k/a C2 Options Exchange, Incorporated) and Joanne Moffic-Silver, dated February 28, 2018, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-34774) filed on March 2, 2018.*](http://www.sec.gov/Archives/edgar/data/1374310/000137431018000007/exhibit1012282018.htm) |

| 10.48 | | | [Cboe Global Markets, Inc. Employee Stock Purchase 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 18, 2018.*](http://www.sec.gov/Archives/edgar/data/1374310/000155837018004867/ex-10d1.htm) |

| 10.61 | | | [Form of 2018 Restricted Stock Unit Award Agreement (relative total shareholder return), incorporated by reference to Exhibit 10.59 to the Company's Annual Report on Form 10-K for the year ended December 31, 2017 (File No. 001-34774) filed on February 22, 2018.*](http://www.sec.gov/Archives/edgar/data/1374310/000155837018000953/cboe-20171231ex1059f7914.htm) |

| 10.62 | | | [Form of 2018 Restricted Stock Unit Award Agreement (earnings per share), incorporated by reference to Exhibit 10.60 to the Company's Annual Report on Form 10-K for the year ended December 31, 2017 (File No. 001-34774) filed on February 22, 2018.*](http://www.sec.gov/Archives/edgar/data/1374310/000155837018000953/cboe-20171231ex106022408.htm) |

| 10.67 | | | [Form of 2019 Restricted Stock Unit Award Agreement (3 Year Cliff Vest) (filed herewith).*](https://www.sec.gov/Archives/edgar/data/1374310/000155837019000884/cboe-20181231ex1067680ea.htm) |

| 10.17 | | | [Amended and Restated License Agreement, dated September 29, 2006, by and between Dow Jones & Company, Inc. and Cboe Exchange, Inc. (f/k/a Chicago Board Options Exchange, Incorporated) (the “Dow License Agreement”), incorporated by reference to Exhibit 10.23 to Amendment No. 6 to the Company's Registration Statement on Form S-4 (File No. 333-140574) filed on April 12, 2010.+](http://www.sec.gov/Archives/edgar/data/1374310/000104746910003628/a2197659zex-10_23.htm) |

| 12.1 | | | [Ratio of Earnings to Fixed Charges (filed herewith).](https://www.sec.gov/Archives/edgar/data/1374310/000155837018000953/cboe-20171231ex121ab127b.htm) |

| Date: February 22, [removed: 2018] [added: 2019] | | By: | /s/ Brian N. Schell | |

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: 2017] [added: 2018] 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 | | [added: Chairman, President, and] Chief Executive Officer [removed: and Chairman] | | February 22, [removed: 2018] [added: 2019] |

| /s/ BRIAN N. SCHELL | | Executive Vice President, Chief Financial Officer and Treasurer | | February 22, [removed: 2018] [added: 2019] |

| /s/ [removed: DAVID S. REYNOLDS] [added: JILL M. GRIEBENOW] | | [added: Senior] Vice President and Chief Accounting Officer | | February 22, [removed: 2018] [added: 2019] |

| [removed: David S. Reynolds] [added: Jill M. Griebenow] | | (Principal Accounting Officer) | | |

| /s/ JAMES [removed: R. BORIS] [added: E. PARISI] | | Director | | February 22, [removed: 2018] [added: 2019] |

| /s/ FRANK E. ENGLISH, JR. | | Director | | February 22, [removed: 2018] [added: 2019] |

| /s/ WILLIAM M. FARROW III | | Director | | February 22, [removed: 2018] [added: 2019] |

| /s/ EDWARD J. FITZPATRICK | | Director | | February 22, [removed: 2018] [added: 2019] |

| /s/ JANET P. FROETSCHER | | Director | | February 22, [removed: 2018] [added: 2019] |