
	Nine Months Ended September 30,		Year Ended December 31,			Year Ended December 31,
	2015		2014		2014		2013		2012		2011		2010			2015		2014		2013	2012		2011
	(in millions except for percentages and exchange rates)			(in millions except for percentages, earnings per share and exchange rates)
Other Data:
EBITDA(1)	$	166.1		$	92.8		$	136.0		$	116.6		$	75.7		$	46.6		$	41.2		$	226.1		$	136.0		$	116.6		$	75.7		$	46.6
EBITDA margin(2)	58.1	%		41.5	%		44.2	%		59.2	%		42.8	%		36.4	%		41.5	%	58.8	%		44.2	%		59.2	%		42.8	%		36.4	%
Normalized EBITDA(1)	$	172.5		$	121.0		$	168.1		$	124.1		$	101.3		$	60.3		$	42.4		$	235.3		$	168.1		$	124.1		$	101.3		$	60.3
Normalized EBITDA margin(3)	60.4	%		54.1	%		54.7	%		63.1	%		57.3	%		47.1	%		42.7	%	61.2	%		54.7	%		63.1	%		57.3	%		47.1	%
Non transaction revenue as a percentage of revenues less cost of revenues(4)	55.3	%		58.2	%		57.3	%		51.5	%		51.6	%		58.4	%		55.9	%
Adjusted earnings(4)		$	103.6		$	75.2		$	55.1		$	49.1		32.1
Adjusted earnings margin(5)		27.0	%		24.5	%		28.0	%		27.8	%		25.1	%
Diluted Adjusted earnings per share(6)		$	3.17		$	2.37		$	2.42		$	2.16		$	1.71
Non-transaction revenue as a percentage of revenues less cost of revenues(7)		55.4	%		57.3	%		51.5	%		51.6	%		58.4	%
Capital expenditures	$	12.3		$	17.6		$	25.2		$	3.6		$	6.9		$	9.6		$	6.4		$	13.9		$	25.2		$	3.6		$	6.9		$	9.6
Average British pound/U.S. dollar exchange rate	$	1.5322		$	1.6691		$	1.6476		$	1.5643		$	1.5847		$	1.6039		$	1.5458		$	1.5283		$	1.6476		$	1.5643		$	1.5847		$	1.6039
Average Euro/U.S. dollar exchange rate	$	1.1155		$	1.3559		$	1.3290		$	1.3280		$	1.2858		$	1.3924		$	1.3275		$	1.1101		$	1.3290		$	1.3280		$	1.2858		$	1.3924
Average Euro/British pound exchange rate	£	0.7280		£	0.8122		£	0.8062		£	0.8489		£	0.8112		£	0.8678		£	0.8583		£	0.7263		£	0.8062		£	0.8489		£	0.8112		£	0.8678

option and to deliver to us the amount of the proceeds of such sale equal to the aggregate exercise price of the stock option being exercised; (iv) through a "net exercise" procedure effected by withholding the minimum number of common stock shares needed to pay the exercise price and any applicable required withholding taxes; or (v) by any combination of the foregoing. Any fractional shares of common stock will be settled in cash. Generally, our stock award agreements provide for vesting in equal annual increments over four years from the date they are granted. Stock options expire upon the earlier of ten years after the date of grant or 90 days after termination of service for any reason other than cause (other than termination of service due to death or disability, in which case the options may be exercised within six months thereafter). Upon a participant's termination for cause, any stock options held by such participant are immediately cancelled and may not be exercised even if vested at the time of termination. If an option holder exercises an option after termination of service, we have a right to make a cash payment in lieu of delivering shares. We may also elect to redeem all or a portion of shares received by such holder within six months following termination of service for any reason.

Restricted Stock and Restricted Stock Units. The Compensation Committee may grant restricted shares of our stock or restricted stock units, or RSUs, representing the right to receive, upon vesting

and the expiration of any applicable restricted period, one share of common stock for each RSU. As to restricted shares of our common stock, subject to the other provisions of the 2012 Plan, the holder will generally have the rights and privileges of a stockholder as to such restricted shares of common stock, including, without limitation, the right to vote such restricted shares of common stock. To the extent provided in the applicable award agreement, the holder of outstanding RSUs will be entitled to be credited with dividend equivalent payments (upon the payment by us of dividends on shares of common stock) either in cash or, at the sole discretion of the Compensation Committee, in shares of common stock having a value equal to the amount of such dividends, which will be payable at the same time as the underlying RSUs are settled following the release of the restrictions on such RSUs. A participant will have no rights or privileges as a stockholder as to RSUs. Unless otherwise provided in the applicable award agreement, any restricted stock award or RSUs shall be forfeited in the event of a termination of service prior to the end of the applicable restriction period. We may also elect to redeem all or a portion of shares received by such holder within six months days following termination of service for any reason.

Effect of a Change of Control on Awards. In the event of a change of control of the company, unless otherwise provided in the applicable award agreement, the Compensation Committee may provide for (i) continuation or assumption of outstanding awards under the 2012 Plan by the company or the surviving corporation; (ii) substitution by the surviving corporation of awards with substantially the same terms and value for the outstanding awards; (iii) acceleration of the vesting and lapse of any restrictions or right to exercise outstanding awards as of the change of control, and the expiration of outstanding awards to the extent not timely exercised by the date of the change of control; or (iv) in the case of stock options, cancellation in consideration of a payment in cash or other consideration to the participant who holds the stock options in an amount equal to the value of the stock options. If an award is continued or assumed by the company or the surviving corporation or substituted by the surviving corporation, and unless otherwise provided in the applicable award agreement, in the event of a termination of service other than for cause during the 12-month period following a change of control, any stock options awarded under the 2012 Plan but not previously exercisable and vested will become fully exercisable and vested, and the restrictions applicable to any award of restricted stock or RSUs will lapse and the awards will be deemed fully vested and, in the case of RSUs, settled.

In general, our board of directors may amend, alter, suspend or terminate the 2012 Plan. However, any such action that adversely affects the rights of a participant under any outstanding award requires such participant's consent. Stockholder approval is also required to the extent any proposed amendment would require stockholder approval under applicable laws, regulations or exchange rules. The board of directors has the authority to amend the terms of any award agreement provided that such action does not adversely affect the rights of the participant.

No new awards may be made under the 2012 Plan after the effective date of the registration statement of which this prospectus is a part. We have adopted the Bats Global Markets, Inc. 2016 Omnibus Incentive Plan for use after the effective date of the registration statement, the material terms of which are described below.

We intend to file with the SEC a registration statement on Form S-8 covering the shares of our common stock issuable under the 2012 Plan.

In connection with this offering, we plan to adopt a new long-term incentive plan, pursuant to which we will be permitted to grant a variety of equity-based and cash-based incentive awards. A description of this plan will be provided once it has been adopted.

The following table sets forth information concerning unexercised options, stock that has not vested and equity incentive plan awards for the executive officers named in the Summary Compensation Table as of the end of our fiscal year ended December 31, 2015.

The outstanding awards set forth in the table do not reflect the reclassification and stock split described in this prospectus.

None of our NEOs held stock awards (other than stock options and restricted stock) during the fiscal year ended December 31, 2015.

There were no options exercised by any NEO during the fiscal year ended December 31, 2015.

Other than our U.S. Retirement Plan and the ~~BATS Chi-X~~Bats Europe Retirement Plans, which are defined contribution plans, we do not have any plan that provides for payments or other benefits at, following, or in connection with, retirement.

We do not have any plan that provides for the deferral of compensation on a basis that is not tax qualified.

As of December 31, 2015, none of the NEOs, except for Mr. Harkins and Mr. Hemsley, is covered by an employment agreement that addresses payment upon a termination or change in control.

Under Mr. Harkins' employment agreement, upon a termination of Mr. Harkins' employment by us involuntarily without cause or by Mr. Harkins for good reason, he is entitled to: (i) 100% of his annual base salary, (ii) an amount equal to 100% of his average annual incentive (as defined in his employment agreement), (iii) the cost of COBRA premiums payable over twelve (12) months, and

(iv) his pro rata bonus as of the date of termination. Mr. Harkins is also entitled to certain severance compensation and benefits upon a change in control. Under his employment agreement, if, within the eighteen (18) month period occurring immediately after a change in control, Mr. Harkins is involuntarily terminated by us without cause or Mr. Harkins voluntarily terminates his employment for good reason, he is entitled to: (i) 150% of his annual base salary, (ii) an amount equal to 150% of his target bonus, (iii) the cost of twelve (12) months of COBRA premiums payable in a lump sum and (iv) his pro rata bonus as of the date of termination.

Under Mr. Hemsley's Service Agreement, a U.K. governed document, other than termination due to ill health or injury or events where an immediate termination is permitted under the agreement, we must provide him with 90 days' written notice of termination of employment. In the event he is unable to work due to ill health or injury for an aggregate period of 130 working days in a 12-month period, his employment may be terminated with notice of the statutory minimum plus one week. During the period following provision of notice of termination, the Garden Leave Period, Mr. Hemsley is entitled to his basic salary and contractual benefits. In our discretion, we may pay Mr. Hemsley basic salary and other contractual benefits in lieu of all or part of any notice period.

Effective as of January 1, 2016, each of the NEOs, except for Mr. Ratterman, is ~~expected to be a~~ party to ~~a new employment agreement~~an Employment Agreement providing for severance and other termination benefits. Upon a termination of an NEO's employment by us involuntarily without cause (in the case of Mr. Hemsley, following our provision of 90 days' written notice) or by the NEO for good reason, he ~~will be~~is entitled to: (i) 100% of his annual base salary, (ii) an amount equal to 100% of his target bonus, (iii) the cost of COBRA premiums (or, in case of Mr. Hemsley, reimbursement for insurance premiums) payable over twelve (12) months, and (iv) his pro rata bonus as of the date of termination based on actual performance. Upon a voluntary termination of an NEO's employment without Good Reason, he ~~will be~~is entitled to 100% of his annual base salary during such time that the company elects to enforce the NEO's covenant not to compete. For a fuller description of this and other restrictive covenants see ~~"Employment~~"—Employment Agreements" above. Each of the NEOs ~~will also be~~is entitled to certain severance compensation and benefits upon a change in control. The ~~employment agreements will~~Employment Agreements provide that if, within the twenty-four (24) month period occurring immediately after a change in control, an NEO is involuntarily terminated by us

without cause or the NEO voluntarily terminates his employment for good reason, he is entitled to: (i) 200% of his annual base salary, (ii) an amount equal to 200% of his target bonus, (iii) the cost of twelve (12) months of COBRA premiums (on, in the case of Mr. Hemsley, reimbursement for insurance premiums) payable in a lump sum, (iv) his pro rata bonus as of the date of termination based on target performance, and (v) the accelerated vesting of all outstanding equity awards held by the NEO.

If ~~among other reasons,~~ an NEO ~~resigns voluntarily without good reason,~~ retires, dies or becomes disabled, or an NEO's employment is terminated for cause, the NEO ~~typically~~ will not receive any cash severance ~~benefits.~~benefits (except for the payment of the NEO's pro rata bonus based on actual performance as of the date of termination due to the NEO's death or disability). The NEOs may choose to continue medical and dental benefits through COBRA or their respective insurance at their own cost.

Pursuant to the terms of the Milestone Bonus Plan, employees who terminate employment with us for any reason are entitled to receive payment for milestone points earned during their period of employment for which no payment had been made prior to termination.

Under the 2009 Plan, all unvested stock options fully vest upon a Change of Control event. Under the 2012 Plan, restricted stock and stock options are not subject to accelerated vesting upon termination of employment absent any Change of Control event. Restricted stock and stock options granted under the 2012 Plan and held by the NEOs are subject to accelerated vesting upon the death or disability of the NEO or upon termination of the NEO's employment by the company without cause within twelve (12) months following a Change of Control event.

The table below reflects the amount of compensation payable to our NEOs as of December 31, 2015 in the event of a termination of employment on the terms described in the footnotes. We have assumed that all expenses for which the NEO might be entitled to reimbursement have already been repaid as of December 31, 2015, and that no mitigating circumstances exist that would allow us to decrease the payments. Amounts that have been paid or are payable in all events, such as the amounts earned with respect to fiscal year 2015 under the Milestone Bonus Plan and disclosed in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table above, are not included.

The table below reflects the amount of compensation payable to our NEOs as of December 31, 2015 in the event of change of control. We have assumed that all expenses for which the NEO might be entitled to reimbursement have already been repaid as of December 31, 2015, and that no mitigating circumstances exist that would allow us to decrease the payments. Amounts that have been paid or are payable in all events, such as the amounts earned with respect to fiscal year 2015 under the Milestone Bonus Plan and disclosed in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table above, are not included.

The table below reflects the amount of compensation payable to our NEOs as of December 31, 2015 in the event of a termination in connection with change of control. We have assumed that all expenses for which the NEO might be entitled to reimbursement have already been repaid as of December 31, 2015, and that no mitigating circumstances exist that would allow us to decrease the payments. Amounts that have been paid or are payable in all events, such as the amounts earned with respect to fiscal year 2015 under the Milestone Bonus Plan and disclosed in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table above, are not included.

We have previously adopted the ~~BATS~~Bats Global Markets, Inc. Employee Stock Purchase Plan, which we refer to as the ESPP, the purpose of which is to provide our employees with an opportunity to purchase our stock at a discount and thus encourage broad-based employee ownership of our stock. The ESPP incorporates a tax-advantage element for eligible UK employees, known as the ~~BATS~~Bats UK Share Incentive ~~Plan, which we refer to as the SIP.~~Plan.

The aggregate number of shares authorized for sale under the ESPP may not exceed 100,000 shares.

The Committee administers the ESPP and has the authority to interpret, construe, apply and make final determinations regarding the ESPP, including authority to determine eligibility under the ESPP and the terms and conditions of any purchase right under the ESPP.

The ESPP permits consecutive bi-annual offering periods, with a new offering period commencing approximately every six months, as determined by the Committee.

Any of our active employees who have completed at least six (6) months of employment as a full-time employee of the company is eligible to participate in the ESPP.

On the first day of each offering period, each eligible employee will be granted a right to purchase on the purchase date a number of shares that shall not exceed in one year a maximum of $25,000 of Discounted Shares (as defined in the ESPP as shares sold by the company at a discount of up to 10% of fair market value) and $25,000 of Non-Discounted Shares (as defined in the ESPP). Eligible U.K. employees may purchase up to £1,800 (or, if lower, 10% of salary) of non-discounted Shares under the ~~SIP~~Bats UK Share Incentive Plan element and up to £30,000 of non-discounted Shares outside of the ~~SIP~~Bats UK Share Incentive Plan element.

Unless otherwise determined by us, upon a participant's employment termination for any reason, he or she will be deemed to have elected to withdraw from the ESPP and the payroll deductions credited to his or her account but not yet used to purchase shares under the ESPP will be returned to him or her.

~~After~~We have adopted the Bats Global Markets, Inc. 2016 Employee Stock Purchase Plan for use after the effective date of the registration statement, ~~we anticipate adopting a new employee stock purchase plan,~~the material terms of which will be intended to qualify as an "employee stock purchase plan" for purposes of Section 423 of the Code and will include a similar SIP element to the current ESPP and which will replace the current ESPP. A description of this plan, including the SIP element, will be provided once it has been adopted.are described below.

We have previously adopted the ~~BATS~~Bats Global Markets, Inc. Employee Share Repurchase Plan, providing for the repurchase of shares by the company during 2015. ~~We do not anticipate adopting a similar share repurchase program in 2016.~~ The plan iswas open to all employees and covers all shares owned by such employees (including vested restricted stock, but excluding unvested restricted stock and vested or unvested stock options). During the first open window

of the year, the company offered to repurchase shares of all former employees, which was the only opportunity for former employees to participate in the plan, unless the ~~Board~~board of directors determines otherwise. During the year, an employee may request the repurchase of up to the lesser of 5,000 shares or 25% of the eligible shares owned by such employee as of January 1, 2015, unless the aggregate value of stock submitted for repurchase exceeds the annual limits established by the ~~Board.~~board of directors. If the aggregate value of shares submitted for repurchase exceeds the threshold established for the applicable repurchase window, the company will repurchase shares on a pro rata basis. All share repurchases must be approved by the CEO and the Executive Vice President, General Counsel and Secretary. The company is under no obligation to repurchase shares at any time and no repurchase window will be available during any period in which the company's management team is in possession of material non-public information regarding the company.

None of our employee directors receive compensation for their board service. ~~Following this offering,~~Effective January 1, 2016, we have adopted the Bats Global Markets, Inc. Non-Employee Directors Compensation Policy, which we refer to as the Directors Compensation Policy, which establishes compensation to be paid to each of our non-employee directors are expected to receive compensation that is commensurate with arrangements offered to directors of newly public companies. We have not nor do we expect to compensate our employee directors for their service on ourdirectors. Our board of ~~directors. We also expect~~directors may amend, revise, suspend, discontinue or terminate the Director Compensation Policy at any time. The following is a summary of the material terms of the Directors Compensation Policy, which is qualified in its entirety by reference to ~~reimburse~~the Directors Plan attached as Exhibit 10.14 to this registration statement.

Under the Director Compensation Policy, all non-employee directors will receive the following annual retainers:

The retainers are payable in the form of a combination of cash and restricted stock, ranging from 50% to 100% restricted stock, at the non-employee director's election. The cash component of retainers and committee fees are payable quarterly in arrears, and the restricted stock component of retainer and committee fees is granted on the date of our annual general meeting of stockholders. The number of shares underlying such grants of restricted stock will be determined by dividing the portion of the annual retainer that the non-employee director elects to take in the form of restricted stock by the fair market value of a share of our common stock on the grant date. The restricted stock will vest 100% on the first anniversary of the grant date, subject to the terms and conditions of the Directors Compensation Plan (see "—Bats Global Markets, Inc. 2016 Non-Employee Directors Compensation Plan" below for ~~reasonable out-of-pocket expenses that they incur~~more information). If any non-employee director fails to make such an election prior to the initial cash payment date of each year, such non-employee director will receive 50% of his or her retainer in ~~connection~~the form of restricted stock, with ~~their service as directors,~~all remaining compensation payable in ~~accordance with our general expense reimbursement policies. Our independent~~cash.

The committee fees are payable in the form of a combination of cash and restricted stock, ranging from 0% to 100% restricted stock, at the non-employee director's election. The number of shares underlying such grants of restricted stock will be determined by dividing the portion of the committee

~~directors may also be eligible~~fees that the non-employee director elects to ~~receive~~take in the form of restricted stock ~~options and other equity-based awards when, as and if determined~~ by the ~~Compensation Committee,~~fair market value of a share of our common stock on the grant date. The restricted stock will vest 100% on the first anniversary of the grant date, subject to ~~applicable director-specific limits.~~the terms and conditions of the Directors Compensation Plan.

Any non-employee director who commences service on our board of directors on a date other than the date of our annual general meeting of stockholders will receive retainers and committee fees pro-rated as of such start date and payable only in cash.

If any non-employee director ceases to be a member of our board of directors before the expiration of his or her term, all unvested restricted stock will be forfeited and he or she will be paid a pro-rata portion of his or her retainer and committee fees.

We do not believe that our compensation programs encourage excessive or unnecessary risk taking. Our base salaries are fixed in amount; therefore we do not view them as encouraging risk taking. All employees are eligible to participate in the Milestone Bonus Plan. Quarterly cash bonuses are awarded under the Milestone Bonus Plan and represent a small portion of each employee's total compensation. These awards are tied to both company and department performance. We believe our Milestone Bonus Plan is designed to focus on achieving meaningful milestones that help us grow and appropriately balance risk with goals that promote the overall success of our company. Each NEO is also eligible for an annual discretionary bonus that is tied to his or her short-term and long-term performance and achievements. Because the bonuses are designed to focus eligible employees on our corporate success, we believe the bonus programs do not encourage excessive or unnecessary risk taking.

We also at times provide stock option awards, subject to multi-year vesting schedules, that help further align the interests of our employees with the interests of our stockholders.

Our Compensation Committee, which will be composed entirely of independent directors, reviews our compensation plans and policies periodically to ensure proper alignment with overall company goals and objectives. The Compensation Committee also reviews the risks arising from our compensation policies and practices and assesses whether any such risks are reasonably likely to have a material adverse effect on us. Our Compensation Committee has concluded that our compensation programs do not encourage excessive or unnecessary risk taking.

We ~~may adopt~~have adopted the ~~BATS~~Bats Global Markets, Inc. Cash Incentive Plan, which we refer to as the Incentive Plan, providing for the payment of cash incentive awards to our employees, including our NEOs. The following summary of the ~~NEOs. If adopted, our~~Incentive Plan is qualified in its entirety by reference to the Incentive Plan as attached as Exhibit 10.6 to this registration statement. Our Compensation Committee, in consultation, as applicable, with the compensation committee or regulatory oversight committee of the board of directors of BZX, BYX, EDGX and EDGA, or such other committee as may be designated by the board of directors from time to time, will establish the terms and provisions of any awards under the Incentive Plan, including employees eligible to participate, the period to which the incentive awards relate, applicable "clawback" or recoupment provisions and other features as it may determine in its discretion. Incentive awards may be discretionary or earned based on factors, criteria or objectives determined by the Compensation Committee which may include our performance or the performance of our affiliates or divisions, the personal goals of the individual participant or any other criteria established by the Compensation Committee. Incentive awards under this plan are paid in cash following the completion of each bonus period. The Incentive Plan will be unfunded and may be modified or terminated at any time in the discretion of our board of directors.

We have adopted the Bats Global Markets, Inc. 2016 Omnibus Incentive Plan, which we refer to as the Omnibus Plan, which will become effective upon the completion of this offering. The Omnibus Plan permits us to grant an array of equity-based and cash incentive awards to our NEOs and other employees and service providers. The following is a summary of the material terms of the Omnibus Plan and is qualified in its entirety by reference to the Omnibus Plan attached as Exhibit 10.11 to this registration statement.

The Omnibus Plan expires after ten years, unless prior to that date the maximum number of shares of our common stock available for issuance under the plan has been issued or our board of directors terminates the plan.

Subject to adjustment as described below, 4,074,000 shares of our common stock (giving effect to the consummation of the stock split to be effected prior to the completion of this offering) are available for awards to be granted under the Omnibus Plan (representing 4.2% of our issued and outstanding shares at the consummation of this offering). No participant may receive under the Omnibus Plan in any calendar year options and stock appreciation rights that relate to more than 873,000 shares (giving effect to the consummation of the stock split to be effected prior to the completion of this offering), restricted stock and restricted stock unit awards that relate to more than 363,750 shares (giving effect to the consummation of the stock split to be effected prior to the completion of this offering), or share-based performance awards and other share-based awards that relate to more than 363,750 shares (giving effect to the consummation of the stock split to be effected prior to the completion of this offering), in each case subject to adjustment. No participant may receive under the Omnibus Plan in any calendar year cash-based performance awards or other cash-based awards that relate to more than $10,000,000. If an award (other than a replacement award) expires or is cancelled, forfeited, otherwise terminates or is settled in cash, in whole or in part, without the delivery of such shares, then the shares covered by such award will again be available for issuance under the Omnibus Plan. Shares tendered or withheld in payment of an exercise price or for withholding taxes also will be available for issuance under the Omnibus Plan. Shares underlying replacement awards will not reduce the number of shares available for issuance under the Omnibus Plan.

Unless otherwise determined by our board of directors, our Compensation Committee, in consultation, as applicable, with the compensation committee or regulatory oversight committee of the board of directors of BZX, BYX, EDGX and EDGA, or such other committee as may be designated by the board of directors from time to time, administers the Omnibus Plan and will have authority to: designate participants; determine the types of awards (including replacement awards) to be granted to each participant; determine the number of shares to be covered by awards (or with respect to which payments, rights or other matters are to be calculated in connection with awards); determine the terms and conditions of awards; determine whether, to what extent and under what circumstances awards may be settled or exercised in cash, shares, other awards, other property or net settlement; determine the circumstances under which awards may be canceled, forfeited, suspended, or subject to accelerated vesting; determine whether, and to what extent and under what circumstances cash, shares of our common stock and other awards may be deferred automatically or at the election of the holder or our Compensation Committee; amend the terms or conditions of outstanding awards, including to accelerate the time or times at which an award becomes vested, unrestricted or may be exercised; correct any defect, supply any omission and reconcile any inconsistency in the Omnibus Plan or any

award to carry the Omnibus Plan into effect; interpret and administer the Omnibus Plan and any instrument or agreement relating to, or award made under, the Omnibus Plan; establish, amend, suspend or waive rules and regulations and appoint agents and other individuals for the proper administration of the Omnibus Plan; and make any other determination and take any other action that it deems necessary or desirable to administer the Omnibus Plan.

The Omnibus Plan provides for grants of stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards, other share-based awards or other cash-based awards.

Our employees, officers, non-employee directors and consultants will be eligible to receive awards under the Omnibus Plan.

If our Compensation Committee determines that an adjustment is appropriate to prevent the enlargement or dilution of benefits, it will, subject to compliance with Section 409A of the Internal Revenue Code adjust equitably the terms of any outstanding awards and the number of shares of our common stock issuable under the Omnibus Plan to reflect any change in the shares of our common stock resulting from a dividend or other distribution, recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, separation, rights offering, split-up, spin-off, combination, repurchase or exchange of our common stock or other securities, issuance of warrants or other rights to purchase our common stock or other securities, issuance of our common stock pursuant to the anti-dilution provisions of our securities, or any other similar corporate transaction or event affecting our common stock, or changes in applicable laws, regulations or accounting principles.

Our Compensation Committee will determine the effect of a termination of employment or service on outstanding awards, including whether the awards will vest, become exercisable, settle or be forfeited. The Omnibus Plan provides the following, although the Compensation Committee may specify the effect of termination of employment or service in the applicable award agreement:

The Compensation Committee may set forth in the applicable award agreement or employment agreement the treatment of an award upon a change of control. The Omnibus Plan permits the Committee to implement the following choices for treatment:

A change of control event will not be deemed to have occurred unless such event qualifies as a change of control under Section 409A of the Internal Revenue Code.

Our board of directors may amend, alter, suspend, discontinue or terminate the Omnibus Plan, subject to approval of our stockholders if required by applicable law or the rules of the stock exchange on which our shares are principally traded. Our Compensation Committee may amend, alter, suspend, discontinue or terminate, or waive any conditions or rights under, any outstanding award. However, no such board of directors or Compensation Committee action that would materially adversely affect the rights of a holder of an outstanding award may be taken without the holder's consent, except to the extent that such action is taken to cause the Omnibus Plan to comply with applicable law, stock market

or exchange rules and regulations, or accounting or tax rules and regulations, or to impose any "clawback" or recoupment provisions on any awards in accordance with the Omnibus Plan.

In addition, our Compensation Committee may amend the Omnibus Plan or create sub-plans in such manner as may be necessary to enable the plan to achieve its stated purposes in any jurisdiction in a tax-efficient manner and in compliance with local rules and regulations.

Our board of directors may, to the extent permitted by applicable law and stock exchange rules or by any of our policies, cancel or require reimbursement of any awards granted, shares issued or cash received upon vesting, exercise or settlement of any awards granted under the Omnibus Plan or the sale of shares underlying such awards.

Subject to the adjustment provision summarized above, our Compensation Committee may not directly or indirectly, through cancellation or regrant or any other method, reduce, or have the effect of reducing, the exercise or hurdle price of any award established at the time of grant without approval of our stockholders.

We intend to file with the SEC a registration statement on Form S-8 covering the shares of our common stock issuable under the Omnibus Plan.

We have adopted the Bats Global Markets, Inc. 2016 Non-Employee Directors Compensation Plan, which we refer to as the Directors Plan, which allows us to grant cash retainers, stock options, restricted stock, RSUs, performance awards (shares or cash), other share-based awards and other cash-based awards. The following is a summary of the material terms of the Directors Plan, which is qualified in its entirety by reference to the Directors Plan attached as Exhibit 10.12 to this registration statement.

The purpose of the Directors Plan is to attract and retain the services of experienced non-employee directors.

The Directors Plan will expire after ten years following the effective date of this offering. However, the plan will expire sooner if, prior to that date, the maximum number of shares of our common stock available for issuance under the Directors Plan has been issued or our board of directors terminates the plan.

Subject to adjustment (as described below), 291,000 shares of our common stock (giving effect to the consummation of the stock split to be effected prior to the completion of this offering) are available for awards to be granted under the Directors Plan (other than replacement awards) (representing 0.3% of our issued and outstanding shares at the consummation of this offering). No participant may receive under the Directors Plan in a calendar year awards that relate to more than 72,750 shares (giving effect to the consummation of the stock split to be effected prior to the completion of this offering). If an award (other than a replacement award) expires, is forfeited, is canceled, otherwise terminates or is settled for cash, in whole or in part, without the delivery of shares,

the shares covered by such award will again be available for issuance under the Directors Plan. Shares tendered or withheld in payment of an exercise price or in respect of taxes will also be available for issuance under the Directors Plan.

Our board of directors will administer the Directors Plan and will have authority to: designate participants; determine the types of awards (including replacement awards) to be granted to each participant; determine the number of shares to be covered by awards (or with respect to which payments, rights or other matters are to be calculated in connection with awards); determine the terms and conditions of awards; determine whether, to what extent and under what circumstances awards may be settled or exercised in cash, shares, other awards, other property or net settlement; determine the circumstances under which awards may be canceled, forfeited, suspended, or subject to accelerated vesting; determine whether, and to what extent and under what circumstances cash, shares of our common stock and other awards may be deferred automatically or at the election of the holder or our board of directors; amend the terms or conditions of outstanding awards, including to accelerate the time or times at which an award becomes vested, unrestricted or may be exercised; correct any defect, supply any omission and reconcile any inconsistency in the Directors Plan or any award to carry the Directors Plan into effect; interpret and administer the Directors Plan and any instrument or agreement relating to, or award made under, the Directors Plan; establish, amend, suspend or waive rules and regulations and appoint agents and other individuals for the proper administration of the Directors Plan; and make any other determination and take any other action that it deems necessary or desirable to administer the Directors Plan.

Each regular, active member or prospective director of the company or any of our affiliates (that is, entities that we directly or indirectly control or in which we have a significant equity interest, in each case determined by our board of directors, or any other entity which our board of directors determines should be treated as our affiliate), who is not our employee or an employee of any of our affiliates will be eligible to receive an award under the Directors Plan.

In the event that our board of directors determines that, as result of any dividend or other distribution, recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, separation, rights offering, split-up, spin-off, combination, repurchase or exchange of our shares or other securities, issuance of warrants or other rights to purchase our shares or other securities, issuance of our shares pursuant to the anti-dilution provisions of our securities, or other similar corporate transaction or event affecting our shares, or of changes in applicable laws, regulations or accounting principles, an adjustment is appropriate to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Directors Plan, our board of directors will, subject to compliance with Section 409A of the Code, adjust equitably any or all of:

In addition, our board of directors is authorized to adjust the terms and conditions of, and the criteria included in, outstanding awards in recognition of events (including those events described

above) affecting Bats or the financial statements of Bats, or changes in applicable laws, regulations or accounting principles, whenever our board of directors determines that such adjustments are appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Directors Plan.

Our board of directors is authorized to grant stock options, restricted stock, RSUs, performance awards (shares or cash), other share-based awards, other cash-based awards and retainers (see "—Director Compensation" above for more details) to our non-employee directors.

Our board of directors is authorized, subject to limitations under applicable law, to grant annual cash retainers to non-employee directors for service as a member of the board of directors or a committee of the board or as chair or lead director of the board or any such committee. These retainers may be received in shares of our common stock at the election of the directors. Shares issued to participants pursuant to such an election will not count against the aggregate share limit (as described above).

Our board of directors or a committee of the board may institute, by resolution, automatic award grants to new and to continuing members of our board of directors, and determine the number and type of such awards, the terms and conditions of such awards and the criteria for the grant of such awards.

Our board of directors will determine the effect of a separation from service from the board of directors on outstanding awards, including whether the awards will vest, become exercisable, settle or be forfeited. In the event of a "change of control" (as defined under the Omnibus Plan and summarized above), except as otherwise provided in the applicable award agreement, our board of directors may provide for:

Our board of directors may amend, alter, suspend, discontinue or terminate the Directors Plan, subject to approval of our stockholders if required by applicable law or the rules of the stock exchange

on which our shares are principally traded. Our board of directors may also amend, alter, suspend, discontinue or terminate, or waive any conditions or rights under, any outstanding award. However, subject to the adjustment provision and change of control provision (each summarized above), any such action by our board of directors that would materially adversely affect the rights of a holder of an outstanding award may not be taken without the holder's consent, except (i) to the extent that such action is taken to cause the Directors Plan to comply with applicable law, stock market or exchange rules and regulations or accounting or tax rules and regulations or (ii) to impose any "clawback" or recoupment provisions on any awards in accordance with the Directors Plan.

In addition, our board of directors may amend the Directors Plan or create sub-plans in such manner as may be necessary to enable the plan to achieve its stated purposes in any jurisdiction in a tax-efficient manner and in compliance with local rules and regulations. In the event of our dissolution or liquidation, each award will terminate immediately prior to the consummation of such action, unless otherwise determined by our board of directors.

Any award which is subject to recovery under any law, government regulation or stock exchange listing requirement will be subject to such deductions and clawbacks as may be required to be made pursuant to such law, government regulation or stock exchange listing requirement (or any policy adopted by Bats pursuant to any such law, government regulation or stock exchange listing requirement).

Subject to the adjustment provision summarized above, our board of directors may not directly or indirectly, through cancellation or regrant or any other method, reduce, or have the effect of reducing, the exercise or hurdle price of any award established at the time of grant without approval of our shareholders.

We intend to file with the SEC a registration statement on Form S-8 covering the shares of our common stock issuable under the Directors Plan.

We have adopted the Bats Global Markets, Inc. 2016 Employee Stock Purchase Plan, which we refer to as the 2016 ESPP, which permits our employees to contribute up to 15% of base salary and commissions to purchase our shares at a discount, as described below under "—Purchases." The 2016 ESPP incorporates a tax-advantage element for eligible UK employees, known as the Bats UK Share Incentive Plan. The following is a summary of the material terms of the 2016 ESPP and is qualified in its entirety by reference to the 2016 ESPP attached as Exhibit 10.13 to this registration statement.

The purpose of the 2016 ESPP is to facilitate our employees' participation in the ownership and economic progress of Bats by providing our employees with an opportunity to purchase shares of our common stock. The 2016 ESPP and the options to purchase shares of our common stock granted to participants under the 2016 ESPP are intended to qualify under the provisions of Sections 421 and 423 of the Internal Revenue Code.

The 2016 ESPP is scheduled to expire ten-years following the effective date of this offering. The term will expire sooner if, prior to the end of the ten-year term, the maximum number of shares

available for issuance under the 2016 ESPP has been issued, our stockholders do not approve the 2016 ESPP within 12 months after the date the 2016 ESPP is adopted by our board of directors or our board of directors terminates the 2016 ESPP.

Subject to adjustment (as described below), 582,000 shares of our common stock (giving effect to the consummation of the stock split to be effected prior to the completion of this offering) are available for sale under the 2016 ESPP (representing 0.6% of our issued and outstanding shares at the consummation of this offering). A participant may not purchase more than a maximum of 4,365 shares of our common stock (giving effect to the consummation of the stock split to be effected prior to the completion of this offering) during any single offering period. The Compensation Committee, may, for future offering periods, increase or decrease, in its absolute discretion, the maximum number of shares of common stock that an eligible employee may purchase during each purchase period of an offering period.

Authorized and unissued shares of our common stock or shares reacquired by us may be made subject to purchase under the 2016 ESPP, as determined in the discretion of our Compensation Committee or our board of directors. If any purchase of shares of our common stock pursuant to an option under the 2016 ESPP is not consummated for any reason, the shares subject to such option may be again made available for sale under the 2016 ESPP.

Our Compensation Committee will administer the 2016 ESPP and will have authority to: designate participants (subject to Section 423 of the Internal Revenue Code); determine all questions with regards to rights of employees, including but not limited to, eligibility to participate in the 2016 ESPP and the range of permissible percentages of payroll deductions and the maximum amount; adopt rules of procedure and regulations necessary for the administration of the 2016 ESPP (provided that such rules are not inconsistent with the terms of the plan) and enforce the terms of the 2016 ESPP and regulations adopted; direct the administration of the 2016 ESPP; direct or cause the distribution of shares of our common stock purchased under the 2016 ESPP; furnish or cause to be furnished to us information required for tax or other purposes; engage the service of counsel and agents whom it may deem advisable to assist it with the performance of its duties; prescribe procedures to be followed by eligible employees to participate in the 2016 ESPP; receive from us, our subsidiaries and each eligible employee information necessary for the proper administration of the 2016 ESPP; maintain separate accounts in the name of each participant; interpret and construe the 2016 ESPP in its sole discretion, correct any defect, supply any omission or reconcile any inconsistency in the 2016 ESPP to carry the 2016 ESPP into effect; and make any changes or modifications necessary to administer and implement the provisions of the 2016 ESPP in any foreign country to the fullest extent possible.

Our employees (including employees of our designated subsidiaries) whose customary employment is for more than five months per year and at least 20 hours per week, and who have completed 90 days of service with us on the first day of any offering period (as summarized below), may participate in the 2016 ESPP, except that no employee will be eligible to participate in the 2016 ESPP if, immediately after the grant of an option to purchase shares under the 2016 ESPP, that employee would own 5% of the total combined voting power or value of all classes of our common stock. In addition, employees who are citizens or residents of a foreign jurisdiction will be prohibited from participating in the 2016 ESPP if the grant of an option to such employees would be prohibited under the laws of such foreign jurisdiction or if compliance with the laws of such foreign jurisdiction would cause the 2016 ESPP to violate the requirements of Section 423 of the Internal Revenue Code.

In order to participate in the 2016 ESPP, an employee who is eligible at the beginning of an offering period will authorize payroll deductions of up to 15% of base salary and commissions on an after-tax basis for each pay date during the offering period. A participant may not make any separate cash payment into his or her account or alter the amount of his or her payroll deductions during an offering period, but may withdraw from participation (as summarized below).

The Compensation Committee may adopt and amend stock purchase sub-plans with respect to employees of non-U.S. Designated Subsidiaries with such provisions as the Compensation Committee may deem appropriate to conform with local laws, practices and procedures. All such sub-plans shall be subject to the limitations on the number of shares that may be issued under the 2016 ESPP and shall be subject to all of the provisions of the 2016 ESPP but shall be considered separate offerings.

No participant may accrue options to purchase shares of our common stock at a rate that exceeds $25,000 in fair market value of our stock (determined at the time such options are granted) for each calendar year in which such rights are outstanding at any time. Eligible U.K. employees also may purchase up to £1,800 (or, if lower, 10% of salary) of non-discounted shares under the Bats UK Share Incentive Plan element of the 2016 ESPP.

The 2016 ESPP provides for offering periods every six months, with purchases being made on the last day of each offering period. The initial offering period under the 2016 ESPP will commence on the first subscription date following the effective date of this offering and will terminate on the earlier of the last day of the calendar quarter or the calendar year in which the effective date of this offering occurs.

On the last day of an offering period, also referred to as the exercise date, a participant's accumulated payroll deductions are used to purchase shares of our common stock. The exercise price per share offered in a given offering period shall be the lesser of (i) 90% of the fair market value of a share on the offering date for the applicable offering period or (ii) 90% of the fair market value of a share on the applicable exercise date.

Participants are not entitled to any dividends or voting rights with respect to options to purchase shares of our common stock under the 2016 ESPP. Shares received upon exercise of an option shall be entitled to receive dividends on the same basis as other outstanding shares of our common stock.

A participant can withdraw all, but not less than all, of the payroll deductions credited to his or her account for the applicable offering period by delivery of notice up to a certain number of days prior to the exercise date to be specified by the Compensation Committee or to be provided for in the applicable subscription agreement. If a participant's employment is terminated on or before the exercise date (including due to retirement or death), the participant will be deemed to have elected to withdraw from the 2016 ESPP, and the accumulated payroll deductions held in the participant's account will be returned to the participant or his or her beneficiary (in the event of the participant's death).

In the event of a merger, reorganization, consolidation, recapitalization, dividend or distribution, stock split, reverse stock split, spin-off or other similar transaction or other change in corporate structure affecting shares of our common stock or their value, or any unusual or reoccurring

transactions or events affecting us or any changes in applicable laws, regulations or accounting principles, our Compensation Committee, in its sole discretion, is authorized to take action to:

Our board of directors may amend, alter, suspend, discontinue or terminate the 2016 ESPP or any portion thereof at any time and for any reason, except that our board of directors may not, without stockholder approval, increase the maximum number of shares of common stock that may be issued under the 2016 ESPP (except pursuant to or in connection with a change in capitalization or other transaction summarized above). Except as required to comply with Section 423 of the Internal Revenue Code, as required to obtain a favorable tax ruling from the Internal Revenue Service, or as specifically provided in the 2016 ESPP, no such amendment, alteration, suspension, discontinuation or termination of the 2016 ESPP may be made to an outstanding option which adversely affects the rights of any participant without the consent of such participant.

We intend to file with the SEC a registration statement on Form S-8 covering the shares of our common stock issuable under the 2016 ESPP.

Certain of our principal investors were, immediately prior to this offering, the beneficial owners of more than 5% of our capital stock, and certain affiliates of these principal investors are also our customers. Our principal investors include ISE, BGM Holding, L.P. and its affiliates and affiliates of Bank of America Merrill Lynch, Citadel, Citigroup, Credit Suisse, Deutsche Bank Securities, Goldman Sachs, Instinet, J.P. Morgan, Knight Capital, Lime, Morgan Stanley, Tradebot Ventures and WEDBUSH. For ownership interests of certain of these related parties in our company immediately prior to the initial public offering, see "Principal and Selling Stockholders."

As a result of equity trading activity by these parties, we receive transaction fees related to trades that removed liquidity from BZX and EDGX or added liquidity to BYX and EDGA and for routing fees. Since November 2008, these fees have been assessed by BZX and BYX, and since March 2009, these fees have been assessed by EDGA and EDGX, pursuant to standardized fee schedules that are published and effective upon filing with the SEC under Section 19 of the Exchange Act and Rule 19b-4 thereunder. In addition, we pass along Section 31 fees, which are calculated based on a rate set by the SEC, to BZX, BYX, EDGA and EDGX customers, and recognize an equivalent amount as regulatory transaction fee revenue. Finally, we receive other fees from our BZX, BYX, EDGA and EDGX customers, including port fees for access to our platform and market data products revenues.

We also pay, as a result of such equity trading activity, liquidity payments for trades that added liquidity to BZX and EDGX or removed liquidity from BYX and EDGA and routing and clearing payments for routing to other markets and clearing services. Since November 2008, these payments have been made by BZX and BYX, and since March 2009, these fees have been made by EDGA and EDGX, pursuant to standardized fee schedules that are published and effective upon filing with the SEC under Section 19 of the Exchange Act and Rule 19b-4 thereunder.

We receive transaction fees and pay liquidity payments related to trading in Europe. BTL charges transaction fees and pays liquidity payments based on a published fee schedule. We also receive other fees in Europe from our customers, including port fees and market data products.

As a result of currency trading activities by these related parties, we receive transaction fees related to trades that execute on our Hotspot foreign currency market.

The transaction fees and regulatory transaction fees that we received from related parties and the liquidity payments and routing and clearing payments that we made to related parties are summarized in the charts below. These numbers include fees from and payments to entities that have merged with or were acquired by affiliates of our principal investors. These numbers also include Direct Edge and Hotspot activity from the date of their respective acquisitions, January 31, 2014 and March 13, 2015, respectively. Such fees and payments have at all times been on terms no more favorable than those given to customers who are not related parties.

We also maintain brokerage accounts with affiliates of certain of our principal investors, including Bank of America Merrill Lynch, J.P. Morgan, Morgan Stanley and WEDBUSH. As of ~~September 30,~~the years ended December 31, 2015 and ~~December 31,~~ 2014, approximately ~~$6.4~~$51.3 million and $101.5 million, respectively, in cash and cash equivalents and financial instruments were held in such accounts.

The Investor Rights Agreement dated as of January 31, 2014, among us and our stockholders, among other things:

Under the terms of the Investor Rights Agreement, certain founding stockholders, together with their respective affiliates, owning at least 3% of our common stock (on a fully diluted basis) and certain stockholders, together with their respective affiliates, owning at least 10%, for so long as such stockholder together with its affiliates continues to own at least 7% of our common stock (on a fully diluted basis), are entitled to designate one individual to serve on our board of directors and to have one representative present during all meetings of our board of directors and any committee of the board of directors.

The Investor Rights Agreement also provides for certain registration rights, including demand registration rights. Effective upon the completion of this offering, pursuant to the terms of the Investor Rights Agreement, all of the rights and obligations described above, except for the registration rights, will automatically terminate. For a more detailed description of these registration rights, see "Description of Capital Stock—Registration Rights."

In conjunction with this offering, our board of directors intends to adopt a written related person transaction policy for our company. The policy was not in effect when we entered into the transactions discussed above. Under the policy, an independent committee of our board of directors, which initially

will be the Nominating and Corporate Governance Committee, must approve or ratify any transaction

involving us in which any of our executive officers, directors, director nominees, beneficial owners of more than 5% of our voting securities or the immediate family members of such persons has a direct or indirect material interest. We refer to such persons as related persons and to such transactions as related person transactions. In addition, each director, director nominee and executive officer must promptly report any transactions involving us and a related person to our secretary, as provided in the policy.

The secretary will present any new related person transactions and proposed transactions involving related persons to the Nominating and Corporate Governance Committee, which shall determine whether the related person involved has a direct or indirect material interest in the transaction. If the Nominating and Corporate Governance Committee determines that a transaction is a related person transaction, it will review the transaction, considering all of the relevant facts and circumstances, including the commercial reasonableness of the terms, the benefit and perceived benefit, or lack thereof, to us, opportunity costs of alternate transactions, the materiality and character of the related person's direct or indirect interest and the actual or apparent conflict of interest of the related person. In addition, the Nominating and Corporate Governance Committee will periodically review previously approved related person transactions. The Nominating and Corporate Governance Committee will not approve or ratify a related person transaction unless it has determined that, upon consideration of all relevant information, the transaction is in, or not inconsistent with, the best interest of our company and our stockholders.

There are certain types of transactions, set forth below, that will not be deemed to create or involve a material interest on the part of the related person and will not be reviewed or require approval or ratification under the policy:

Certain affiliates of the underwriters of this offering are participating as selling stockholders in this offering. There may be a conflict of interest between their interests as selling stockholders (i.e., to maximize the value of their investment) and their respective interests as underwriters (i.e., in negotiating the initial public offering price) as well as your interest as a purchaser. As affiliates of participants in this offering that are seeking to realize the value of their investment in us, these underwriters could have interests beyond customary underwriting discounts and commissions.

One of our directors is an employee of Credit Suisse, and another director is a senior advisor to Morgan Stanley, each an underwriter participating in this offering, or their affiliates. In addition, certain underwriters and their affiliates are our customers. The underwriters or their affiliates have also performed commercial banking, investment banking and advisory services for us from time to time for which they have received customary fees and reimbursement of expenses. The underwriters or their affiliates may, from time to time, engage in transactions with and perform services for us in the ordinary course of their business for which they may receive customary fees and reimbursement of expenses. See "Underwriters (Conflicts of Interest)."

The following table sets forth information regarding beneficial ownership of our common stock and non-voting common stock immediately prior to the initial public offering, giving effect to the reclassification and ~~-for-~~1-for-2.91 stock split to be consummated ~~in conjunction with~~immediately prior to the completion of this offering, as described under "Prospectus Summary—Reclassification and Stock Split," for:

In accordance with the rules of the SEC, beneficial ownership includes voting or investment power with respect to securities and includes the shares issuable pursuant to stock options that are exercisable within 60 days of ~~December~~April 1, ~~2015.~~2016. Shares issuable pursuant to stock options are deemed outstanding for computing the percentage of the person holding such options but are not outstanding for computing the percentage of any other person. The number of shares of common stock and non-voting common stock outstanding after this offering includes shares of common stock being offered for sale by the selling stockholders. The percentage of beneficial ownership for the following table is based on 84,210,853 shares of common stock and 12,152,158 shares of non-voting common stock immediately prior to the initial public offering, giving effect to our reclassification and ~~-for-~~1-for-2.91 stock split to be consummated ~~in conjunction with~~immediately prior to the completion of this offering, as described under "Prospectus Summary—Reclassification and Stock ~~Split.~~Split," and 1,565,653 shares of unvested restricted stock as of April 1, 2016. Unless otherwise indicated, the address for each listed stockholder is: c/o ~~BATS~~Bats Global Markets, Inc., 8050 Marshall Drive, Suite 120, Lenexa, KS 66214. To our knowledge, except as indicated in the footnotes to this table and pursuant to applicable community property laws, the ~~persons named in the~~

persons named in the table have sole voting and investment power with respect to all shares of common stock and non-voting common stock, as applicable.

~~Shares Beneficially~~
~~Owned~~
~~Before the Offering~~

~~Shares Beneficially~~
~~Owned~~
~~After the Offering~~

	Shares Beneficially Owned Before the Offering										Shares Beneficially Owned After the Offering

Name and Address of Beneficial Owner	Number of Shares of Common Stock and Non-Voting Common Stock		%			Total Voting ~~Power(1)~~Power Before the Offering(1)			Shares of Common Stock ~~Stock~~ Being Offered		Number of Shares of Common Stock and Non-Voting Common Stock		%			Total Voting ~~Power(1)~~Power After the Offering(1)
Named executive officers and directors:
Chris ~~Concannon~~Concannon(2)		486,681		*			*			—		486,681		*			*
Bryan Harkins(3)		182,350		*			*			—		182,350		*			*
Mark Hemsley(4)		332,950		*			*			—		332,950		*			*
Chris ~~Isaacson~~Isaacson(5)		398,604		*			*			—		398,604		*
~~Bryan Harkins~~
~~Mark Hemsley~~
~~Joe Ratterman~~
~~Tami Schademann~~																	*
Brian N. ~~Schell~~Schell(6)		203,288		*			*			—		203,288		*			*
~~Eric Swanson~~Joe Ratterman(7)		771,068		*			*			—		771,068		*
~~Frank Reardon~~																	*
Alan H. Freudenstein		—		—			—			—		—		—			—
~~Jamil Nazarali~~Robert W. Jones		—		—			—			—		—		—			—
John McCarthy		—		—			—			—		—		—
~~Robert Jones~~																	—
Chris ~~Mitchell~~Mitchell(8)		16,498,551		17.1	%		15.1	%		—		16,498,551		17.1	%		14.4	%
Jamil Nazarali		—		—			—			—		—		—			—
Frank Reardon		—		—			—			—		—		—			—
Michael ~~Richter~~Richter(9)		3,273,750		3.4	%		3.9	%		155,932		3,117,818		3.2	%		3.5		%
All executive officers and directors as a group ((16 people)		22,646,227		23.5	%		21.7	%		155,932		22,490,295		23.3	%		20.5		%
5% stockholders:
Bank of America Merrill Lynch and Affiliates(10)		5,002,903		5.2	%		4.4	%		3,431,456		1,571,447		1.6	%		1.8	%
BGM Holding, L.P. and Affiliates(8)(18)		16,498,551		17.1	%		15.1	%		—		16,498,551		17.1	%		14.4	%
Citigroup Financial Products, Inc.(11)		4,552,447		4.7	%		4.4	%		780,619		3,771,828		3.9	%		4.2	%
Credit Suisse NEXT Investors, LLC(12)		5,676,641		5.9	%		4.4	%		—		5,676,641		5.9	%		4.2	%
Instinet Holdings Incorporated(13)		4,623,605		4.8	%		5.5	%		1,982,053		2,641,552		2.7	%		3.0	%
International Securities Exchange Holdings, Inc.(14)		8,993,977		9.3	%		10.7	%		—		8,993,977		9.3	%		10.2	%
JPMC Strategic Investments II Corporation(15)		4,320,418		4.5	%		4.4	%		370,416		3,950,002		4.1	%		4.2	%
Knight Capital Holdings LLC(16)		15,830,679		16.4	%		17.5	%		2,230,696		13,599,983		14.1	%		15.4	%
Strategic Investments I, Inc.(17)		5,458,912		5.7	%		4.4	%		—		5,458,912		5.7	%		4.2	%
TA XI, L.P., TA Atlantic and Pacific VI, L.P. and TA Investors IV, L.P. ("TA Associates Funds")(18)		16,498,551		17.1	%		15.1	%		—		16,498,551		17.1	%		14.4	%
The Goldman Sachs Group, Inc.(19)		4,258,659		4.4	%		4.4	%		718,775		3,539,884		3.7	%		4.0	%
Other Selling Stockholders:
Karissa Alumbaugh Trust(20)		29,100		*			*			7,275		21,825		*			*
Scot Baldwin(21)		1,527		*			*			654		873		*			*
Michael Beaver(22)		1,414		*			*			1,414		—		—			—
Michael Bellmyer(23)		3,646		*			*			3,646		—		—			—
The Buckley Family Trust(24)		29,100		*			*			10,185		18,915		*			*
Phillip Cockrell(25)		1,521		*			*			873		648		*			*
Jason A. Forst and Twyla J. Forst Trust(26)		10,633		*			*			10,633		—		—			—
Lime Brokerage Holdings LLC(9)		3,273,750		3.4	%		3.9	%		155,932		3,117,818		3.2	%		3.5	%
Optiver Holding B.V.(27)		726,143		*			*			248,327		477,816		*			*
Craig Perrigo(28)		6,320		*			*			6,320		—		—			—
Sun Partners LLC(29)		192,330		*			*			192,330		—		—			—
UBS AG London Branch(30)		639,897		*			*			639,897		—		—			—
Christopher Veilleux(31)		1,620		*			*			1,620		—		—			—
Michael J. Vizintos(32)		1,455		*			*			1,455		—		—			—
WEDBUSH, Inc.(33)		945,750		1.0	%		1.1	%		405,424		540,326		*			*

*: Represents less than 1%
(1): Percentage total voting power represents voting power with respect to all shares of our common stock and ~~non-voting common stock.~~1,565,653 shares of unvested restricted stock as of April 1, 2016. Each holder of common stock will be entitled to one vote per share on all matters submitted to our stockholders for a vote. ~~Non-voting~~Shares of non-voting common stock do not vote, except as may otherwise be required by law. Shares of non-voting common stock are convertible into common stock at the option of the holder in connection with any "qualified transfer." See "Description of Capital Stock."
(2): Consists of 326,972 shares of common stock, including 287,044 shares of unvested restricted common stock, held of record by Chris Concannon and options to purchase 159,709 shares of our common stock exercisable within 60 days of April 1, 2016.
(3): Consists of 182,350 shares of our common stock, including 166,247 shares of unvested restricted common stock, held of record by Bryan Harkins.

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(4): Consists of 301,415 shares of our common stock, including 213,155 shares of unvested restricted common stock, held of record by Mark Hemsley and options to purchase 31,535 shares of our common stock exercisable within 60 days of April 1, 2016.
(5): Consists of 240,924 shares of our common stock, including 147,319 shares of unvested restricted common stock, held of record by Chris Isaacson and options to purchase 157,680 shares of our common stock exercisable within 60 days of April 1, 2016.
(6): Consists of 203,288 shares of our common stock, including 162,324 shares of unvested restricted common stock, held of record by Brian N. Schell.
(7): Consists of 19,005 shares of unvested restricted common stock held of record by Joe Ratterman and 752,063 shares of our common stock held of record by the Joseph P. and Sandra M. Ratterman Trust. Joseph P. Ratterman and Sandra M. Ratterman, as Trustees of the Joseph P. and Sandra M. Ratterman Trust dated September 15, 2008, or their Successors in Trust, may be deemed to share voting power and dispositive power over the shares held by the Joseph P. and Sandra M. Ratterman Trust dated September 15, 2008.
(8): Consists of 11,720,921 shares of our common stock held of record by BGM Holding, L.P. and 977,759 shares of our common stock and 3,799,871 shares of our non-voting common stock held of record by the TA Associates Funds. BGM Holding, L.P. is 50% owned and controlled by the Spectrum Equity Funds, which may be deemed to share voting and dispositive power over the shares held by BGM Holding, L.P. The general partner of each of the Spectrum Equity Funds is Spectrum Equity Associates VI, L.P., the general partner of which is SEA VI Management, LLC, over which Brion B. Applegate, William P. Collatos, Victor E Parker, Christopher T. Mitchell, one of our directors, and Benjamin C. Spero exercise voting and dispositive power. Each of the controlling entities, individual general partners and managing directors of the Spectrum Equity Funds, as the case may be, including Christopher T. Mitchell, who is a managing director of the general partner of Spectrum Equity, Brion B. Applegate, William P. Collatos, Victor E Parker and Benjamin C. Spero disclaims beneficial ownership of the shares held of record by BGM Holding, L.P. except to the extent of any pecuniary interest therein. The principal business address of each of the Spectrum Equity Funds is One International Place, 35th Floor Boston MA 02110. BGM Holding, L.P. is 50% owned and controlled by TA Associates Funds, which may be deemed to share voting and dispositive power over the shares held by BGM Holding, L.P. See footnote 18 below for more information about shares held by the TA Associates Funds.
(9): Consists of 727,500 shares of our common stock held of record by Lime Brokerage Holdings LLC, 1,091,250 shares of our common stock held of record by NTC & Co. FBO Mark Gorton and 1,455,000 shares of our common stock held of record by John Martello. These parties may be deemed to have shared voting power over such shares due to the fact that Lime Brokerage Holdings LLC, Mark Gorton and John Martello are collectively entitled to designate one individual (currently Michael Richter) to serve on our board of directors under the terms of our Investor Rights Agreement. Michael Richter, one of our directors, is the Chief Financial Officer of Lime Brokerage Holdings LLC and therefore may also be deemed to share voting and dispositive power over the shares held by Lime Brokerage Holdings LLC. Upon the completion of this offering, such provision of our Investor Rights Agreement will automatically terminate, and such parties will cease to be entitled to designate an individual to serve on our board of directors. In addition, Lime Brokerage Holdings LLC is owned in part by John Martello and MJG Lime Brokerage Family LP, of which Mark Gorton is the general partner. PENSCO Trust Company (nominee name of NTC & Co.) will act upon receipt of Mark Gorton's authorization. Mark Gorton disclaims beneficial ownership of such shares held by Lime Brokerage Holdings LLC and John Martello, except to the extent of his pecuniary interest in such shares. John Martello disclaims beneficial ownership of such shares held by Lime Brokerage Holdings LLC and Mark Gorton, except to the extent of his pecuniary interest in such shares. Lime Brokerage Holdings LLC disclaims beneficial ownership of such shares held by Mark Gorton and John Martello, except to the extent of its pecuniary interest in such shares. Lime Brokerage Holdings LLC's address is 625 Broadway, 12th Floor, New York, NY 10012. NTC & Co. FBO Mark Gorton's address is P.O. Box 173859, Denver, CO 80217-3859. John Martello's address is 377 Broadway, 11^th Floor, New York, NY 10013. 155,932 shares of common stock being offered are being sold by Lime Brokerage Holdings LLC. If the underwriters exercise their option to purchase additional shares, the maximum number of additional common shares that would be sold by Lime Brokerage Holdings LLC would be 25,375, and Lime Brokerage Holdings LLC would beneficially own 3,092,443 shares of common stock following this offering.
(10): Consists of 2,183,469 shares of our common stock and 1,332,780 shares of our non-voting common stock held of record by ML IBK Positions, Inc., 1,166,103 shares of our common stock held of record by Merrill Lynch International and 320,551 shares of our common stock held of record by Merrill Lynch L.P. Holdings Inc. The ultimate parent of each of ML IBK Positions, Inc., Merrill Lynch International and Merrill Lynch L.P. Holdings Inc. is Bank of America Corporation, which is also the ultimate parent of one of the underwriters of this offering. As the ultimate parent of each of ML IBK Positions, Inc., Merrill Lynch International and Merrill Lynch L.P. Holdings Inc., Bank of America Corporation may be deemed to share voting and dispositive power over the shares held by ML IBK Positions, Inc., Merrill Lynch International and Merrill Lynch L.P. Holdings Inc. 1,944,802 of the shares of common stock being offered are being sold by ML IBK Positions, Inc., 1,166,103 of the shares of common stock being offered are being sold by Merrill Lynch International and 320,551 shares of common stock being offered are being sold by Merrill Lynch L.P. Holdings Inc. ML IBK Positions, Inc.'s and Merrill Lynch L.P. Holdings Inc.'s address is c/o BASIC, One Bryant Park, 17^th Floor, New York, NY 10036. Merrill Lynch International's address is 2 King Edward Street, London, EC1A 1HQ, United Kingdom. Each of ML IBK Positions, Inc., Merrill Lynch International and Merrill Lynch L.P. Holdings Inc. is an affiliate of Merrill Lynch, Pierce, Fenner & Smith Incorporated, Merrill Lynch Professional Clearing Corporation, BofA Distributors, Inc., Merrill Lynch Financials Markets, Inc. and TMC Bonds L.L.C., which are registered broker-dealers. Each of ML IBK Positions, Inc., Merrill Lynch International and Merrill Lynch L.P. Holdings Inc. has represented to us that it (i) purchased the shares it is offering under this prospectus in the ordinary course of business and (ii) had no agreements or understandings, directly or indirectly, with any person to distribute such shares at the time of their purchase. See "Certain Relationships and Related Transactions" for a discussion of our relationship with Bank of America Merrill Lynch. If the underwriters exercise their option to purchase additional shares, the maximum number of additional common shares that would be sold by ML IBK Positions, Inc. would be 558,407, and Bank of America Merrill Lynch and Affiliates would beneficially own 1,013,040 shares of common stock following this offering.
(11): Consists of 3,670,717 shares of our common stock and 881,730 shares of our non-voting common stock held of record by Citigroup Financial Products, Inc. Daniel Keegan is a managing director of Citigroup Financial Products, Inc. and therefore may be deemed to share voting and dispositive power over the shares held by Citigroup Financial Products, Inc. Citigroup Financial Products, Inc.'s ultimate parent is Citigroup Inc., the ultimate parent of one of the underwriters of this offering. Citigroup Financial Products, Inc.'s address is 390 Greenwich Street, 3rd Floor, New York, NY 10013. Citigroup Financial Products, Inc. is an affiliate of Citigroup Global Markets Inc., Automated Trading Desk Financial Products LLC and Citicorp Securities Services Inc., each a registered broker-dealer. Citigroup Financial Products, Inc. has represented to us that it (i) purchased the shares it is offering under this prospectus in the ordinary course of business and (ii) had no

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agreements or understandings, directly or indirectly, with any person to distribute such shares at the time of their purchase. See "Certain Relationships and Related Transactions" for a discussion of our relationship with Citigroup. If the underwriters exercise their option to purchase additional shares, the maximum number of additional common shares that would be sold by Citigroup Financial Products, Inc. would be 127,032, and Citigroup Financial Products, Inc. would beneficially own 3,644,796 shares of common stock following this offering.

(12): Consists of 3,668,741 shares of our common stock and 2,007,900 shares of our non-voting common stock held of record by Credit Suisse NEXT Investors, LLC. Credit Suisse Asset Management, LLC (the "Adviser") is the investment adviser of Credit Suisse NEXT Investors, LLC. Credit Suisse NEXT Investors, LLC's ultimate parent is Credit Suisse Group AG, the ultimate parent of one of the underwriters of this offering. Credit Suisse NEXT Investors, LLC's address is 11 Madison Avenue, New York, NY 10010.
(13): Consists of 4,623,605 shares of our common stock held of record by Instinet Holdings Incorporated. Naoki Matsuba is chairman of Instinet Holdings Incorporated and David Findley, Jonathan Kellner and Paul Spanswick are each directors of Instinet Holdings Incorporated and therefore may be deemed to share voting and dispositive power over the shares held by Instinet Holdings Incorporated. Instinet Holdings Incorporated's ultimate parent is Nomura Holdings, Inc., the ultimate parent of one of the underwriters of this offering. Instinet Holdings Incorporated's address is 309 West 49th Street, New York, New York 10019. Instinet Holdings Incorporated is an affiliate of Instinet, LLC and Nomura Securities International Inc., which are registered broker-dealers, and Nomura Global Financial Products Inc., which is a registered OTC derivatives dealer. Instinet Holdings Incorporated has represented to us that it (i) purchased the shares it is offering under this prospectus in the ordinary course of business and (ii) had no agreements or understandings, directly or indirectly, with any person to distribute such shares at the time of their purchase. See "Certain Relationships and Related Transactions" for a discussion of our relationship with Instinet Holdings Incorporated. If the underwriters exercise their option to purchase additional shares, the maximum number of additional common shares that would be sold by Instinet Holdings Incorporated would be 322,544, and Instinet Holdings Incorporated would beneficially own 2,319,008 shares of common stock following this offering.
(14): Consists of 8,993,977 shares of our common stock held of record by International Securities Exchange Holdings, Inc. International Securities Exchange Holdings, Inc.'s ultimate parent is Deutsche Börse AG. International Securities Exchange Holdings, Inc.'s address is 60 Broad Street, New York, NY 10004.
(15): Consists of 3,668,578 shares of our common stock and 651,840 shares of our non-voting common stock held of record by JPMC Strategic Investments II Corporation. JPMorgan Chase & Co. is the ultimate parent of JPMC Strategic Investments II Corporation and is the ultimate parent of one of the underwriters in this offering. JPMC Strategic Investments II Corporation's address is 245 Park Avenue, New York, NY 10167. JPMC Strategic Investments II Corporation is an affiliate of J.P. Morgan Securities LLC, a registered broker-dealer. JPMC Strategic Investments II Corporation has represented to us that it (i) purchased the shares it is offering under this prospectus in the ordinary course of business and (ii) had no agreements or understandings, directly or indirectly, with any person to distribute such shares at the time of their purchase. See "Certain Relationships and Related Transactions" for a discussion of our relationship with JPMorgan Chase & Co. If the underwriters exercise their option to purchase additional shares, the maximum number of additional common shares that would be sold by JPMC Strategic Investments II Corporation would be 60,278, and JPMC Strategic Investments II Corporation would beneficially own 3,889,724 shares of common stock following this offering.
(16): Consists of 14,727,789 shares of our common stock and 1,102,890 shares of our non-voting common stock held of record by Knight Capital Holdings LLC. Knight Capital Holdings LLC's address is 545 Washington Boulevard, Jersey City, NJ 07310. Knight Capital Holdings LLC is an affiliate of KCG Americas LLC, a registered broker-dealer. Knight Capital Holdings LLC has represented to us that it (i) purchased the shares it is offering under this prospectus in the ordinary course of business and (ii) had no agreements or understandings, directly or indirectly, with any person to distribute such shares at the time of their purchase. See "Certain Relationships and Related Transactions" for a discussion of our relationship with Knight Capital Holdings LLC. If the underwriters exercise their option to purchase additional shares, the maximum number of additional common shares that would be sold by Knight Capital Holdings LLC would be 363,010, and Knight Capital Holdings LLC would beneficially own 13,236,973 shares of common stock following this offering.
(17): Consists of 3,669,201 shares of our common stock and 1,789,711 shares of our non-voting common stock held of record by Strategic Investments I, Inc. The voting and dispositive power over such shares held by Strategic Investments I, Inc. is ultimately held by Morgan Stanley. The members of the board of directors of Strategic Investments I, Inc. as a group may be deemed to share voting and dispositive power over the shares held by Strategic Investments I, Inc. Morgan Stanley is the ultimate parent of Strategic Investments I, Inc. and is the ultimate parent of one of the underwriters in this offering. Strategic Investments I, Inc.'s address is 1585 Broadway, New York, NY 10036.
(18): Consists of 977,759 shares of our common stock and 3,799,871 shares of our non-voting common stock held of record by the TA Associates Funds, and 11,720,921 shares of our common stock held of record by BGM Holding, L.P. TA Associates, L.P. is either the direct or indirect general partner of the TA Associates Funds and has the investment and voting control of the TA Associates Funds. Voting and investment power with respect to such shares is vested in a four-person investment committee at TA Associates, L.P. consisting of the following partners or employees of TA Associates, L.P.: Jonathan M. Goldstein, Kurt R. Jaggers, Jonathan W. Meeks and Kenneth T. Schiciano. TA Associates, L.P. may be deemed to have an indirect pecuniary interest in such shares held by the TA Associates Funds. TA Associates, L.P. disclaims beneficial ownership of such securities except to the extent of any pecuniary interest in such shares, which is subject to indeterminable future events. Messrs Goldstein, Jaggers, Meeks and Schiciano may be deemed to have an indirect pecuniary interest as a partner of TA Investors IV, L.P. in certain shares of common stock and non-voting common stock. Such individuals disclaim beneficial ownership of such securities, except to the extent of their pecuniary interest therein. The address of each TA Associates Fund is 200 Clarendon Street, 56th floor, Boston, Massachusetts 02116. See footnote 8 above for more information about the voting and investment power of the TA Associates Funds and other entities over the shares held of record by BGM Holding, L.P.
(19): Consists of 3,673,223 shares of our common stock and 585,436 shares of our non-voting common stock held of record by The Goldman Sachs Group Inc. The Goldman Sachs Group Inc. is the ultimate parent of one of the underwriters in this offering. The Goldman Sachs Group Inc.'s address is 200 West Street, New York, NY 10282. The Goldman Sachs Group Inc. is an affiliate of Goldman, Sachs & Co., a registered broker-dealer. The Goldman Sachs Group Inc. has represented to us that it (i) purchased the shares it is offering under this prospectus in the ordinary course of business and (ii) had no agreements or understandings, directly or indirectly, with any person to distribute such shares at the time of their purchase. See "Certain Relationships and Related Transactions" for a discussion of our relationship with Goldman Sachs. If the underwriters exercise their option to purchase additional shares, the maximum number of additional common

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shares that would be sold by The Goldman Sachs Group, Inc. would be 116,968, and The Goldman Sachs Group, Inc. would beneficially own 3,422,916 shares of common stock following this offering.

(20): Consists of 29,100 shares of our common stock held of record by the Karissa Alumbaugh Trust. Karissa LeRae Alumbaugh, as Trustee of the Karissa Alumbaugh Trust dated December 22, 2011, or Successors in Trust, may be deemed to share voting power and dispositive power over the shares held by the Karissa Alumbaugh Trust dated December 22, 2011, or Successors in Trust.
(21): Consists of 1,527 shares of our common stock held of record by Scot Baldwin. Mr. Baldwin is an affiliate of Bats Trading, Inc., a registered broker-dealer. Scot Baldwin has represented to us that he (i) purchased the shares he is offering under this prospectus in the ordinary course of business and (ii) had no agreements or understandings, directly or indirectly, with any person to distribute such shares at the time of their purchase.
(22): Consists of 1,414 shares of our common stock held of record by Michael Beaver.
(23): Consists of 3,646 shares of our common stock held of record by Michael Bellmyer.
(24): Consists of 29,100 shares of our common stock held of record by The Buckley Family Trust. Michael J. Semack, as Trustee of The Buckley Family Trust, an irrevocable trust, may be deemed to have voting and dispositive power over the shares held by The Buckley Family Trust.
(25): Consists of 1,521 shares of our common stock held of record by Phillip Cockrell. Mr. Cockrell is an affiliate of Bats Trading, Inc., a registered broker-dealer. Phillip Cockrell has represented to us that he (i) purchased the shares he is offering under this prospectus in the ordinary course of business and (ii) had no agreements or understandings, directly or indirectly, with any person to distribute such shares at the time of their purchase.
(26): Consists of 10,633 shares of our common stock held of record by the Jason A. Forst and Twyla J. Forst Trust. Jason A. Forst and Twyla J. Forst, as Trustees of the Jason A. Forst and Twyla J. Forst Trust dated January 4, 2002, or their Successors in Trust, may be deemed to share voting power and dispositive power over the shares held by the Jason A. Forst and Twyla J. Forst Trust dated January 4, 2002, or their Successors in Trust.
(27): Consists of 726,143 shares of our common stock held of record by Optiver Holding B.V. Paul Hilgers, Edwin Duijn and Johann Kaemingk are each directors of Optiver Holding B.V. and therefore may be deemed to share voting and dispositive power over the shares held by Optiver Holding B.V. Optiver Holding B.V.'s address is Strawinskylaan 3095, 1077 ZX Amsterdam, The Netherlands. Optiver US LLC, a registered broker-dealer, is an affiliate of Optiver Holding B.V. Optiver Holding B.V. has represented to us that it (i) purchased the shares it is offering under this prospectus in the ordinary course of business and (ii) had no agreements or understandings, directly or indirectly, with any person to distribute such shares at the time of their purchase. If the underwriters exercise their option to purchase additional shares, the maximum number of additional common shares that would be sold by Optiver Holding B.V. would be 40,411, and Otiver Holding B.V. would beneficially own 437,405 shares of common stock following this offering.
(28): Consists of 6,320 shares of our common stock held of record by Mr. Perrigo.
(29): Consists of 192,330 shares of our common stock held of record by Sun Partners LLC. The managing member of Sun Partners LLC is Jefferson Wigley. Sun Partners LLC's address is 100 S. Wacker Drive, Chicago, IL 60606.
(30): Consists of 639,897 shares of our common stock held of record by UBS AG, London Branch. UBS AG, London Branch's address is 1 Finsbury Avenue, London EC2M 2PP. UBS Securities LLC, a registered broker-dealer is an affiliate of UBS AG, London Branch. UBS AG, London Branch has represented to us that it (i) acquired the shares it is offering under this prospectus in the ordinary course of business and (ii) had no agreements or understandings, directly or indirectly, with any person to distribute such shares at the time of their acquisition.
(31): Consists of 1,620 shares of our common stock held of record by Christopher Veilleux.
(32): Consists of 1,455 shares of our common stock held of record by Michael J. Vizintos.
(33): Consists of 945,750 shares of our common stock held of record by WEDBUSH, Inc. WEDBUSH, Inc.'s address is 1000 Wilshire Boulevard, Suite 830, Los Angeles, CA 90017. WEDBUSH, Inc. is the parent of Wedbush Securities Inc., a registered broker-dealer. WEDBUSH, Inc. has represented to us that it (i) purchased the shares it is offering under this prospectus in the ordinary course of business and (ii) had no agreements or understandings, directly or indirectly, with any person to distribute such shares at the time of their purchase. If the underwriters exercise their option to purchase additional shares, the maximum number of additional common shares that would be sold by WEDBUSH, Inc. would be 65,975, and WEDBUSH, Inc. would beneficially own 474,351 shares of common stock following this offering.

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DESCRIPTION OF CAPITAL STOCK

General

The following is a description of the rights of our capital stock and related provisions of our amended and restated certificate of incorporation and amended and restated bylaws, as they will be in effect immediately prior to the completion of this offering, and is qualified by reference to the forms of our amended and restated certificate of incorporation and the form of our amended and restated bylaws, each of which we expect to be in effect immediately prior to the closing of this offering, and the Investor Rights Agreement, all of which are filed as exhibits to the registration statement of which this prospectus is a part.

Our amended and restated certificate of incorporation will provide that, immediately prior to the closing of the offering, common stock and non-voting common stock will be authorized. In conjunction with this offering, we intend to reclassify each share of our existing capital stock designated as Class A non-voting common stock as one share of common stock. We also intend to reclassify each share of our existing capital stock designated as Class B non-voting common stock as one share of non-voting common stock. The rights of the holders of our common stock and non-voting common stock will be identical, except with respect to voting rights and conversion provisions. With respect to voting, each share of common stock will be entitled to one vote per share. Non-voting common stock will not be entitled to vote, except as required by applicable law.

Immediately following the closing of this offering, our authorized capital stock will consist of ~~150,000,000~~435,000,000 shares, each with a par value of $0.01 per share, of which:

•: ~~125,000,000~~362,500,000 shares are designated as common stock;
•: ~~10,000,000~~29,000,000 shares are designated as non-voting common stock; and
•: ~~15,000,000~~43,500,000 shares are designated as preferred stock.

Immediately prior to the offering, we will have outstanding 83,527,269 shares of common stock, held of record by 172 stockholders and 12,152,158 shares of non-voting common stock, held of record by 10 stockholders. These amounts give effect to our reclassification and ~~-for-~~1-for-2.91 stock ~~split to be consummated in conjunction with this offering, as described under "Prospectus Summary—Reclassification and Stock Split."~~split.

In addition, as of ~~September 30,~~December 31, 2015, after giving effect to the reclassification and ~~-for-~~1-for-2.91 stock split, ~~668,754~~1,946,038 shares of our common stock were subject to outstanding options. Of such shares, ~~219,538~~479,146 shares were subject to unvested outstanding options held by our employees.

Common Stock and Non-Voting Common Stock

Voting Rights

The holders of our common stock are entitled to one vote per share. Non-voting common stock will not be entitled to vote, except as required by applicable law. Delaware law would require our non-voting common stock to vote separately as a single class in the following circumstances:

•: if we amend our amended and restated certificate of incorporation to increase the authorized shares of non-voting common stock, or to increase or decrease the par value of non-voting common stock, then such class would be required to vote to approve the proposed amendment; or
•: if we amend our amended and restated certificate of incorporation in a manner that alters or changes the powers, preferences or special rights of non-voting common stock in a manner that

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affects holders of such class of stock adversely, then holders of non-voting common stock would be required to vote separately to approve such proposed amendment.

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Our amended and restated certificate of incorporation and amended and restated bylaws that will be in effect immediately prior to the completion of this offering will provide for a classified board of directors consisting of three classes of approximately equal size, each serving staggered three-year terms. Only one class of directors will be elected at each annual meeting of our stockholders, with the other classes continuing for the remainder of their respective three-year terms.

The Delaware General Corporation Law provides that stockholders are not entitled to the right to cumulate votes in the election of directors unless our amended and restated certificate of incorporation provides otherwise. Our amended and restated certificate of incorporation prohibits cumulative voting.

Dividend Rights

Subject to preferences that may apply to shares of preferred stock outstanding at the time, the holders of outstanding shares of our common stock and non-voting common stock are entitled to receive dividends out of funds legally available if our board of directors, in its discretion, determines to issue dividends and only then at the times and in the amounts that our board of directors may determine. Under Delaware law, we can only pay dividends either out of "surplus" or out of the current or the immediately preceding year's net profits. Surplus is defined as the excess, if any, at any given time, of the total assets of a corporation over its total liabilities and statutory capital. The value of a corporation's assets can be measured in a number of ways and may not necessarily equal their book value. See "Dividend Policy" for more information.

No Preemptive or Similar Rights

Our common stock and non-voting common stock are not entitled to preemptive rights and are not subject to conversion, redemption or sinking fund provisions, except for the conversion rights applicable to our non-voting common stock described under "—Conversion" below.

Right to Receive Liquidation Distributions

Upon our dissolution, liquidation or winding-up, the assets legally available for distribution to our stockholders are distributable ratably among the holders of our common stock and non-voting common stock, subject to prior satisfaction of all outstanding debt and liabilities and the preferential rights and payment of liquidation preferences, if any, on any outstanding shares of preferred stock.

Conversion

Each share of non-voting common stock is convertible into one share of common stock following a "qualified transfer," where a holder of such transferred shares of non-voting common stock may surrender to the company the certificate(s) representing the non-voting common stock, evidence of the "qualified transfer" that the company may reasonably request and a written notice stating that such holder desires to convert the shares of non-voting common stock into an equal number of shares of common stock. A "qualified transfer" means a sale or other transfer of non-voting common stock by a holder of such shares (i) in a public offering, (ii) in certain private offerings, (iii) to a transferee that owns or controls more than 50% of common stock of the company or (iv) to the company.

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Ownership and Voting Limits on Our Common Stock and Non-Voting Common Stock

Our amended and restated certificate of incorporation will place certain ownership and voting limits on the holders of our common stock and non-voting common stock. As long as we control, directly or indirectly, ~~BZX or BYX:~~a registered national securities exchange:

(a): no person (either alone or together with its related persons) may own, directly or indirectly, of record or beneficially, shares constituting more than 40% of any class of our capital stock;

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(b): no person that is a registered broker or dealer that is a member of ~~BZX or BYX,~~a registered national securities exchange, which we refer to as an exchange member (either alone or together with its related persons) may own, directly or indirectly, of record or beneficially, shares constituting more than 20% of any class of our capital stock; and
(c): no person (either alone or together with its related persons) shall be entitled to vote or cause the voting of shares of our capital stock, directly or indirectly, or give any consent or proxy with respect to any shares to the extent that those shares would represent in the aggregate more than 20% of the voting power of our then issued and outstanding capital stock, and no person (either alone or together with its related persons) shall be entitled to vote or cause the voting of shares of our capital stock that would represent more than 20% of the voting power of our then issued and outstanding capital stock by virtue of agreements entered into by that person or those related persons with other persons not to vote shares of our outstanding capital stock.

The limitations in clauses (a) and (c) above shall not apply in the case of non-voting common stock.

The term "related persons" means, with respect to any person:

•: any "affiliate" of such person (as such term is defined in Rule 12b-2 under the Exchange Act);
•: any other person with which such first person has any agreement, arrangement or understanding (whether or not in writing) to act together for the purpose of acquiring, voting, holding or disposing of shares of our capital stock;
•: in the case of a person that is a company, corporation or similar entity, any executive officer (as defined under Rule 3b-7 under the Exchange Act) or director of such person and, in the case of a person that is a partnership or a limited liability company, any general partner, managing member or manager of such person, as applicable;
•: in the case of any person that is a registered broker or dealer that has been admitted to membership in any national securities exchange registered under Section 6 of the Exchange Act with the SEC that is a direct or indirect subsidiary of ~~BATS~~Bats (any such person, an "exchange member"), any person that is associated with the exchange member (as determined using the definition of "person associated with a member" as defined under Section 3(a)(21) of the Exchange Act);
•: in the case of a person that is a natural person and also an exchange member, any broker or dealer that is also an exchange member with which such natural person is associated;
•: in the case of a person that is a natural person, any relative or spouse of such natural person or any relative of such spouse who has the same home as such natural person or who is a director or officer of us or any of our subsidiaries;
•: in the case of a person that is an executive officer (as defined under Rule 3b-7 under the Exchange Act) or a director of a company, corporation or similar entity, such company, corporation or entity, as applicable; or

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•: in the case of a person that is a general partner, managing member or manager of a partnership or limited liability company, such partnership or limited liability company, as applicable.

If any stockholder attempts to sell, pledge or otherwise transfer to any person, other than us, any shares of our capital stock that would violate the ownership limitations described above, we will record on our books the transfer of only the number of shares of our capital stock that would not violate the above limitations and will treat the remaining shares as owned for all purposes by the stockholder attempting to effect such transfer. If any stockholder attempts to vote any shares of our capital stock,

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or grant a proxy or enter into a voting agreement or any other arrangement with respect to such shares that would violate the voting limitations described above, we will not honor such vote, proxy, agreement or arrangement to the extent that the voting limitations described above would be violated.

If any stockholder attempts to sell, pledge or otherwise transfer to any person any shares of our capital stock that would violate the ownership limitations described above, we have the right to, and will promptly do so if we exercise such right, to the extent funds are legally available, redeem the shares sold, pledged or otherwise transferred in violation of these limitations at a price equal to the fair market value of such shares. We will send notice to the holder of record of such redeemable shares specifying the date of redemption, which shall be not less than 10 days and no more than 30 days from the date of the notice. Any shares of our capital stock that have been called for redemption will not be deemed outstanding for purposes of voting or determining the total number of shares entitled to vote if we have set aside a sum sufficient to satisfy the redemption price of such redeemable shares. We will also notify our stockholders of any such redemption of shares within 10 days of any such redemption.

Our board of directors may waive the provisions regarding ownership and voting limits (except with respect to exchange members or their related persons) by a resolution expressly permitting such waiver (which resolution must be filed with and approved by the SEC prior to being effective), subject to a determination of the board that:

•: the acquisition of beneficial ownership in excess of the ownership limits or exercise of voting rights in excess of the voting limits will not impair our ability or the ability of our exchanges to discharge their responsibilities under the Exchange Act and the rules and regulations under the Exchange Act and is otherwise in our best interests and the best interests of our stockholders and our exchanges;
•: the acquisition of beneficial ownership in excess of the ownership limits or exercise of voting rights in excess of the voting limits will not impair the SEC's ability to enforce the Exchange Act; and
•: neither the person obtaining the waiver nor any of its related persons is subject to any statutory disqualification (as defined in Section 3(a)(39) of the Exchange Act) if such person is seeking to obtain a waiver above the applicable ownership or voting percentage level.

Notwithstanding any of the above, (i) any exchange member (either alone or together with its related persons) that proposes to own, directly or indirectly, of record or beneficially, shares constituting more than 20% of the outstanding shares of any class of our capital stock and (ii) any person (either alone or together with its related persons) that proposes to own, directly or indirectly, of record or beneficially, shares constituting more than 40% of the outstanding shares of any class of our capital stock or to exercise voting rights or grants any proxy or consent with respect to shares constituting 20% of the voting power of our then issued and outstanding capital stock shall send written notice of its intention to do so to our board of directors at least 45 days before the proposed ownership of such shares or proposed exercise of such voting rights.

In making these determinations, our board of directors may impose conditions and restrictions on the relevant stockholder or its related persons that it deems necessary, appropriate or desirable in furtherance of the objectives of the Exchange Act and the governance of our company.

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Our amended and restated certificate of incorporation will also provide that our board of directors has the right to require any person and its related persons that our board of directors reasonably believes to be subject to the voting or ownership restrictions summarized above to provide to us complete information as to all shares of our capital stock that such stockholder beneficially owns, as well as any other information relating to the applicability to such stockholder of the voting and ownership requirements outlined above as may reasonably be requested. Further, any stockholder (either alone or together with its related persons) that owns, directly or indirectly (whether by

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acquisition or by a change in the number of shares outstanding), of record or beneficially, 5% or more of our then outstanding shares of capital stock (excluding shares of any class of stock that does not have the right by its terms to vote) shall, immediately upon acquiring knowledge of its 5% ownership, give written notice to our board of directors indicating such person's legal name, title or status, approximate ownership interest in us and whether such person has the power to direct the management or policies of us whether through its ownership of securities, by contract or otherwise. Our stockholders who provide such notice must also provide updates with respect to changes in ownership as further described in our amended and restated certificate of incorporation.

Preferred Stock

Our board of directors has the authority to issue preferred stock in one or more series and to fix the rights, preferences, privileges and restrictions thereof, including dividend rights, dividend rates, conversion rights, voting rights, terms of redemption, redemption prices, liquidation preferences and the number of shares constituting any series or the designation of such series, without further vote or action by the stockholders. The issuance of undesignated preferred stock may have the effect of delaying, deferring or preventing a change in control of us without further action by the stockholders and may adversely affect the voting and other rights of the holders of our common stock. At present, we have no plans to issue any of the preferred stock.

Registration Rights

After this offering, holders of approximately 77,435,801 shares of common stock and non-voting common stock will have the right to require us to register the sales of their shares under the Securities Act, pursuant to the terms of the Investor Rights Agreement between us and the holders of these securities. Subject to limitations specified in such agreement, these registration rights include:

Demand registration rights. At any time following six months after completion of this offering, certain holders of our common stock and non-voting common stock who are a party to the Investor Rights Agreement can request us to file with the SEC and cause to be declared effective a registration statement covering the resale of all or any portion of the shares of registrable securities that it holds, as long as the anticipated gross proceeds of such offering and registration will be at least $10 million. We are only obligated to register the registrable securities on two occasions and not more than once in any 12-month period. Furthermore, at any time, the holders of at least 20% of the registrable securities held by parties to the Investor Rights Agreement can require us to file with the SEC and cause to be declared effective (if we are eligible) a short-form registration statement on Form S-3 covering the resale of all or any portion of shares of registrable securities held by such persons. The anticipated aggregate price of any shares covered by the demand must exceed $5 million.

Piggyback registration rights. If we register any of our securities under the Securities Act for sale to the public (other than with respect to our initial public offering), either for our own account or for the account of other security holders or both, the holders of shares of registrable securities party to the Investor Rights Agreement are entitled to notice of the intended registration and to include any or all of their registrable securities in the registration.

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Limitations and expenses. With specified exceptions, a stockholder's right to include shares in an underwritten registered offering is subject to the right of the underwriters to limit the number of shares included in such offering. We are generally required to pay all expenses of registration, including the fees and expenses of legal counsel for us and for the selling stockholders, but excluding underwriters' discounts and commissions.

All registration rights under the Investor Rights Agreement terminate on the earlier of the fourth anniversary of this offering, or the date when all registrable securities can be resold pursuant to

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Rule 144 of the Securities Act by a person that is not an "affiliate" (as that term is defined in Rule 144 under the Securities Act) of the company where no conditions of Rule 144 are then applicable. Furthermore, as a result of the transfer restrictions described under "Shares Eligible for Future ~~Sale—Transfer Restrictions,~~Sale," the earliest that holders may exercise these rights is 181 days after the date of this prospectus. See "Shares Eligible for Future ~~Sale—Transfer Restrictions.~~Sale."

Certain Provisions of Our Amended and Restated Certificate of Incorporation and Bylaws

Our amended and restated certificate of incorporation and our amended and restated bylaws that will be in effect upon the closing of this offering contain certain provisions that could have the effect of delaying, deferring or discouraging another party from acquiring control of us. These provisions, which are summarized below, are expected to discourage others from attempting hostile takeovers and, as a consequence, they may also inhibit temporary fluctuations in the market price of our common stock that often result from actual or rumored hostile takeover attempts. These provisions are also designed to encourage persons seeking to acquire control of us to first negotiate with our board of directors. These provisions may have the effect of preventing changes in our management. It is possible that these provisions could make it more difficult to accomplish transactions that stockholders may otherwise deem to be in their best interests. We believe, however, that the benefits of increased protection of our potential ability to negotiate with an unfriendly or unsolicited acquirer outweigh the disadvantages of discouraging a proposal to acquire us because negotiation of these proposals could result in an improvement of their terms.

Voting and Ownership Limitations

Our amended and restated certificate of incorporation prohibits any person who is a holder of common stock from owning greater than 40% of any class of our capital stock, prohibits exchange members who hold common stock and/or non-voting common stock from owning greater than 20% of any class of our capital stock and prohibits all persons holding common stock from exercising a greater than 20% voting power of our issued and outstanding capital stock, in each case subject to certain conditions and exceptions.

Requirements for Advance Notification of Stockholder Nominations and Proposals

Our amended and restated bylaws that will be in effect upon the closing of this offering will establish advance notice procedures with respect to stockholder proposals and the nomination of candidates for election as directors, other than nominations made by or at the direction of the board of directors or a committee of the board of directors. The amended and restated bylaws will not give the board of directors the power to approve or disapprove stockholder nominations of candidates or proposals regarding business to be conducted at a special or annual meeting of the stockholders. However, our amended and restated bylaws may have the effect of precluding the conduct of certain business at a meeting if the proper procedures are not followed. These provisions may also discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer's own slate of directors or otherwise attempting to obtain control of our company.

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Limits on Special Meetings

Special meetings of the stockholders may be called only by our board of directors acting pursuant to a resolution adopted by a majority of the board of directors. Notwithstanding the foregoing, whenever holders of one or more classes or series of preferred stock shall have the right, voting separately as a class or series, to elect directors, such holders may call, pursuant to the terms of the resolution or resolutions adopted by the board of directors pursuant to our amended and restated certificate of incorporation, special meetings of holders of such preferred stock.

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Classified Board

Our amended and restated certificate of incorporation and amended and restated bylaws will provide that our board of directors will be classified into three classes of directors, each of whom will hold office for a three-year term. In addition, directors may only be removed from our board of directors for cause and only by the approval of holders controlling not less than a majority of the total voting power of our then outstanding securities generally entitled to vote in the election of directors, voting together as a single class. The existence of a classified board could delay a successful tender offeror from obtaining majority control of our board of directors, and the prospect of that delay might deter a potential offeror.

Undesignated Preferred Stock

The ability to authorize undesignated preferred stock without stockholder approval makes it possible for our board of directors to issue preferred stock with voting or other rights or preferences that could impede the success of any attempt to acquire us. These and other provisions may have the effect of deferring hostile takeovers or delaying changes in control or management of our company.

Limits on Ability of Stockholders to Act by Written Consent

Our amended and restated bylaws that will be in effect upon the closing of this offering will provide that stockholders will not be able to take action by written consent, and will only be able to take action at annual or special meetings of our stockholders.

Amendment of Certificate of Incorporation and Bylaws

Our amended and restated bylaws that will be in effect upon the closing of this offering will require a supermajority vote to amend some provisions in our amended and restated certificate of incorporation and bylaws. In addition, our board of directors is expressly authorized to amend or repeal any provision of our amended and restated bylaws.

Section 203 of the Delaware General Corporation Law

Upon the completion of this offering, we will be governed by the provisions of Section 203 of the Delaware General Corporation Law regulating corporate takeovers. This section prevents some Delaware corporations from engaging, under some circumstances, in a business combination. A business combination includes a merger or sale of at least 10% of the corporation's assets with any interested stockholder, meaning a stockholder who, together with affiliates and associates, owns or, within three years prior to the determination of interested stockholder status, did own 15% or more of the corporation's outstanding voting stock, unless:

•: the transaction is approved by the board of directors prior to the time that the interested stockholder became an interested stockholder; or
•: subsequent to such time that the stockholder became an interested stockholder the business combination is approved by the board of directors and authorized at an annual or special

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meeting of stockholders by at least two-thirds of the outstanding voting stock which is not owned by the interested stockholder.

A Delaware corporation may "opt out" of these provisions with an express provision in its original certificate of incorporation or an express provision in its certificate of incorporation or amended and restated bylaws resulting from a stockholders' amendment approved by a majority of the outstanding voting shares. We have not opted out of these provisions. As a result, mergers or other takeover or change in control attempts of us may be discouraged or prevented.

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Choice of Forum

Upon the completion of this offering, our amended and restated certificate of incorporation will provide that the Court of Chancery of the State of Delaware will be the exclusive forum for any derivative action or proceeding brought on our behalf; any action asserting a breach of fiduciary duty; any action asserting a claim against us arising pursuant to the Delaware General Corporation Law, our amended and restated certificate of incorporation or our amended and restated bylaws; or any action asserting a claim against us that is governed by the internal affairs doctrine. The enforceability of similar choice of forum provisions in other companies' certificates of incorporation has been challenged in legal proceedings, and it is possible that a court could find these types of provisions to be inapplicable or unenforceable.

Listing

We ~~intend to apply~~have applied to list our common stock on BZX under the symbol "BATS."

Transfer Agent and Registrar

The Transfer Agent and Registrar for the common stock is Computershare Trust Company, N.A.

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MATERIAL U.S. FEDERAL TAX CONSIDERATIONS FOR NON-U.S. HOLDERS

The following is a discussion of the material U.S. federal income and estate tax consequences of the ownership and disposition of our common stock acquired in this offering by a "Non-U.S. Holder" that does not own, and has not owned, actually or constructively, more than 5% of our common stock. You are a Non-U.S. Holder if for U.S. federal income tax purposes you are a beneficial owner of our common stock that is:

•: a nonresident alien individual;
•: a foreign corporation; or
•: a foreign estate or trust.

You are not a Non-U.S. Holder if you are a nonresident alien individual present in the United States for 183 days or more in the taxable year of disposition, or if you are a former citizen or former resident of the United States for U.S. federal income tax purposes. If you are such a person, you should consult your tax adviser regarding the U.S. federal income tax consequences of the ownership and disposition of our common stock.

If you are a partnership or other pass-through entity (including an entity or arrangement treated as a partnership or other type of pass-through entity for U.S. federal income tax purposes) that owns our common stock, the U.S. federal income tax treatment of a partner or beneficial owner will generally depend on the status of the partner or beneficial owner and your activities. Partnerships, partners and beneficial owners in partnerships or other pass-through entities that own our common stock should consult their tax advisers as to the particular U.S. federal income tax consequences of the ownership and disposition of our common stock.

This discussion is based on the Code, administrative pronouncements, judicial decisions and final, temporary and proposed Treasury regulations, changes to any of which subsequent to the date of this prospectus may affect the tax consequences described herein, possibly with retroactive effect. This discussion does not describe all aspects of U.S. federal income and estate taxation that may be relevant to you in light of your particular circumstances, does not discuss alternative minimum tax and Medicare contribution tax consequences and does not address any aspect of state, local or non-U.S. taxation. You should consult your tax adviser with regard to the application of the U.S. federal tax laws to your particular situation, as well as any tax consequences arising under the laws of any state, local or non-U.S. taxing jurisdiction.

Dividends

Distributions of cash or other property (other than certain distributions of stock) will constitute dividends for U.S. federal income tax purposes to the extent paid from our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. To the extent those distributions exceed our current and accumulated earnings and profits, they will constitute a return of capital, which will first reduce your basis in our common stock, but not below zero, and then will be treated as gain from the sale of our common stock, as described below under "—Gain on Disposition of Our Common Stock."

Dividends paid to you generally will be subject to withholding tax at a 30% rate or a reduced rate specified by an applicable income tax treaty. In order to obtain a reduced rate of withholding, you will be required to provide us or our paying agent with a properly executed applicable IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, certifying your entitlement to benefits under a treaty. A Non-U.S. Holder eligible for a reduced rate of U.S. withholding tax pursuant to an income tax treaty who fails to timely provide a W-8BEN or W-8BEN-E may obtain a refund of any excess amounts withheld by timely filing an appropriate claim with the IRS.

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If dividends paid to you are effectively connected with your conduct of a trade or business in the United States (and, if required by an applicable income tax treaty, are attributable to a permanent establishment or fixed base maintained by you in the United States), you will generally be taxed on the dividends in the same manner as a U.S. person. In this case, you will be exempt from the withholding tax discussed in the preceding paragraph, although you will be required to provide a properly executed IRS Form W-8ECI in order to claim an exemption from withholding. You should consult your tax adviser with respect to other U.S. tax consequences of the ownership and disposition of our common stock, including the possible imposition of a branch profits tax at a rate of 30% (or a lower treaty rate) if you are a corporation.

Gain on Disposition of Our Common Stock

Subject to the discussions below under "—Information Reporting and Backup Withholding" and "—FATCA," you generally will not be subject to U.S. federal income or withholding tax on gain realized on a sale or other taxable disposition of our common stock unless:

•: the gain is effectively connected with your conduct of a trade or business in the United States (and, if required by an applicable income tax treaty, is attributable to a permanent establishment or fixed base maintained by you in the United States), or
•: we are or have been a "United States real property holding corporation," as defined in the Code, at any time within the five-year period preceding the disposition or your holding period, whichever period is shorter, and our common stock has ceased to be regularly traded on an established securities market prior to the beginning of the calendar year in which the sale or disposition occurs. We believe that we are not, and do not anticipate becoming, a United States real property holding corporation.

If you recognize gain on a sale or other disposition of our common stock that is effectively connected with your conduct of a trade or business in the United States (and if required by an applicable income tax treaty, is attributable to a permanent establishment or fixed base maintained by you in the United States), you will generally be taxed on such gain in the same manner as a U.S. person. You should consult your tax adviser with respect to other U.S. tax consequences of the ownership and disposition of our common stock, including the possible imposition of a branch profits tax at a rate of 30% (or a lower treaty rate) if you are a corporation.

Information Reporting and Backup Withholding

Information returns will be filed with the IRS in connection with payments of dividends on our common stock. Unless you comply with certification procedures to establish that you are not a U.S. person, information returns may also be filed with the IRS in connection with the proceeds from a sale or other disposition of our common stock. You may be subject to backup withholding on payments on our common stock or on the proceeds from a sale or other disposition of our common stock unless you comply with certification procedures to establish that you are not a U.S. person or otherwise establish an exemption. Compliance with the certification procedures required to claim a reduced rate of withholding under a treaty will satisfy the certification requirements necessary to avoid backup withholding as well. Amounts withheld under the backup withholding rules are not additional taxes and may be refunded or credited against your U.S. federal income tax liability, provided the required information is timely furnished to the IRS.

FATCA

Provisions of the Code commonly referred to as "FATCA" require withholding of 30% on payments of dividends on our common stock, as well as payments of gross proceeds of dispositions occurring after December 31, 2018 of our common stock, to "foreign financial institutions" (which is

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broadly defined for this purpose and in general includes investment vehicles) and certain other non-U.S. entities unless various U.S. information reporting and due diligence requirements (generally relating to ownership by U.S. persons of interests in or accounts with those entities) have been satisfied, or an exemption applies. An intergovernmental agreement between the United States and an applicable foreign country may modify these requirements. If FATCA withholding is imposed, a beneficial owner that is not a foreign financial institution generally may obtain a refund of any amounts withheld by filing a U.S. federal income tax return (which may entail significant administrative burden). You should consult your tax adviser regarding the effects of FATCA on your investment in our common stock.

Federal Estate Tax

Individual Non-U.S. Holders and entities the property of which is potentially includible in such an individual's gross estate for U.S. federal estate tax purposes (for example, a trust funded by such an individual and with respect to which the individual has retained certain interests or powers), should note that, absent an applicable treaty exemption, our common stock will be treated as U.S.-situs property subject to U.S. federal estate tax.

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SHARES ELIGIBLE FOR FUTURE SALE

Prior to this offering, there has been no market for our common stock. Future sales of substantial amounts of our common stock in the public market could adversely affect market prices prevailing from time to time. As described below, only a limited number of shares will be available for sale shortly after this offering due to contractual and legal restrictions on resale. Nevertheless, sales of our common stock in the public market after such restrictions lapse, or the perception that those sales may occur, may adversely affect the prevailing market price of our common stock and our ability to raise equity capital in the future.

Upon completion of this offering, we will have 87,699,410 shares of common stock and 7,980,017 shares of non-voting common stock outstanding, after giving effect to our reclassification and ~~-for-~~1-for-2.91 stock split to be consummated ~~in connection with~~immediately prior to the completion of this offering, as described under "Prospectus Summary—Reclassification and Stock Split." Of these shares, the 11,200,000 shares of common stock sold in this offering will be freely transferable without restriction or registration under the Securities Act, except for any shares purchased by one of our existing "affiliates," as that term is defined in Rule 144 under the Securities Act.

The remaining shares of common stock that are not sold in this offering will be "restricted securities," as that term is defined in Rule 144 under the Securities Act. These restricted securities are eligible for public sale only if they are registered under the Securities Act or if they qualify for an exemption from registration under Rule 144 or Rule 701 under the Securities Act, which are summarized below.

In addition, all of our executive officers and directors and the holders of substantially all of our capital stock are subject to lock-up agreements with the underwriters of this offering that restrict the stockholders' ability to transfer shares, subject to specific exceptions, of ~~non-voting~~our common stock for periods of at least 180 days, and for a portion of the shares (subject to a minimum ownership threshold), 360 and 540 days, from the date of this prospectus, as described below. As a result of these agreements and the registration rights provisions described above under "Description of Capital Stock—Registration Rights," subject to the provisions of Rule 144 or Rule 701, shares will be available for sale in the public market as follows:

•: beginning on the date of this prospectus, the shares sold in this offering will be immediately available for sale in the public market;
•: beginning 181 days after the date of this prospectus, up to an aggregate of 35,014,040 additional shares will become eligible for sale in the public market, of which 11,891,373 shares will be held by affiliates and subject to the volume and other restrictions of Rule 144, as described below;
•: beginning 361 days after the date of this prospectus, up to an aggregate of 27,659,993 additional shares will become eligible for sale in the public market, of which 11,891,373 shares will be held by affiliates and subject to the volume and other restrictions of Rule 144, as described below;
•: beginning 541 days after the date of this prospectus, up to an aggregate of 27,660,022 additional shares will become eligible for sale in the public market, of which 11,891,391 shares will be held by affiliates and subject to the volume and other restrictions of Rule 144, as described below; and
•: the remainder of the shares will be eligible for sale in the public market from time to time thereafter, subject in some cases to the volume and other restrictions of Rule 144, as described below.

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~~Number of Shares of Common Stock~~ ~~and Non-Voting Common Stock~~		~~Date~~

		~~180 days or one year from completion of this offering~~

Rule 144

In general, under Rule 144 as currently in effect, once we have been a reporting company subject to the reporting requirements of Section 13 or Section 15(d) of the Exchange Act for 90 days, an affiliate who has beneficially owned restricted shares of our common stock for at least six months would be entitled to sell within any three-month period a number of shares that does not exceed the greater of either of the following:

•: 1% of the number of shares of common stock then outstanding, which will equal shares immediately after this offering; and
•: the average weekly reported volume of trading of our common stock during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale.

However, the six-month holding period increases to one year in the event that we have not been a reporting company for at least 90 days. In addition, any sales by affiliates under Rule 144 are also limited by manner of sale provisions and notice requirements and the availability of current public information about us.

The volume limitation, manner of sale and notice provisions described above will not apply to sales by non-affiliates. For purposes of Rule 144, a non-affiliate is any person or entity who is not our affiliate at the time of sale and has not been our affiliate during the preceding three months. Once we have been a reporting company for 90 days, a non-affiliate who has beneficially owned restricted shares of our common stock for six months may rely on Rule 144 provided that certain public information regarding us is available. The six-month holding period increases to one year in the event that we have not been a reporting company for at least 90 days. However, a non-affiliate who has beneficially owned the restricted shares proposed to be sold for at least one year will not be subject to any restrictions under Rule 144 regardless of how long we have been a reporting company.

We are unable to estimate the number of shares of our common stock that will be sold under Rule 144 since this will depend on the market price for our common stock, the circumstances of the stockholders and other factors.

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Rule 701

In general, any of our employees, directors, officers, consultants or advisors who purchases shares of common stock from us under Rule 701 pursuant to a compensatory stock or option plan or other written agreement before the effective date of this offering is entitled to resell such shares 90 days after the effective date of this offering in reliance on Rule 144, without having to comply with the holding period requirements or other restrictions contained in Rule 701.

The SEC has indicated that Rule 701 will apply to typical stock options granted by an issuer before it becomes subject to the reporting requirements of the Exchange Act, along with the shares acquired upon exercise of such options, including exercises after the date of this prospectus. Securities issued in reliance on Rule 701 are restricted securities and beginning 90 days after the date of this prospectus, may be sold by persons other than "affiliates," as defined in Rule 144, subject only to the manner of sale provisions of Rule 144 and by "affiliates" under Rule 144 without compliance with its one-year minimum holding period requirement.

Registration Rights

After this offering, holders of approximately 77,435,801 shares of common stock and non-voting common stock will have the right to require us to register the sales of their shares under the Securities Act, under the terms of the Investor Rights Agreement between us and the holders of these securities. These registration rights are described in "Description of Capital Stock—Registration Rights."

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Stock Options

As of ~~September 30,~~December 31, 2015, after giving effect to the reclassification and ~~-for-~~1-for-2.91 stock split to be consummated ~~in conjunction with~~immediately prior to the completion of this offering, as described under "Prospectus Summary—Reclassification and Stock Split," we had an aggregate of ~~668,754~~1,946,038 shares of common stock issuable upon the exercise of outstanding stock options and an aggregate of ~~811,655~~6,984,754 shares of common stock reserved for future issuance under our ~~stock option~~equity incentive plans.

Upon completion of this offering, we intend to file a registration statement under the Securities Act covering all shares of 1,946,038 common stock subject to outstanding options or issuable pursuant to our stock option plans. Shares registered under such registration statement will be available for sale in the open market, subject to vesting restrictions and/or exercise and the restrictions described below.

Lock Up

We, our executive officers and directors, the selling stockholders and holders of substantially all of our ~~principal investors who hold shares of our common~~capital stock ~~(other than common stock sold in this offering)~~ have agreed, subject to limited exceptions, not to offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, any shares of common stock beneficially owned (as such term is used in Rule 13d-3 of the Exchange Act) or any securities convertible into or exercisable or exchangeable for shares of common stock; file any registration statement with the SEC relating to the offering of any shares of our common stock or any securities convertible into or exercisable or exchangeable for shares of common stock; or enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any shares of our common stock or any securities convertible into or exercisable or exchangeable for shares of common stock for at least a period of 180 days, and for a portion of the shares (subject to a minimum ownership threshold), 360 and 540 days, after the date of this prospectus without the prior written consent of the representatives of the underwriters. After the offering, certain employees, including our executive officers, and/or directors may enter into written trading plans that are intended to comply with Rule 10b5-1 under the Exchange Act. Sales under these trading plans would not be permitted until the expiration of the lock-up agreements relating to the offering described above. See "Underwriters (Conflicts of Interests)."

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UNDERWRITERS (CONFLICTS OF INTEREST)

Under the terms and subject to the conditions in an underwriting agreement dated the date of this prospectus, the underwriters named below, for whom Morgan Stanley & Co. LLC and Citigroup Global Markets Inc. are acting as representatives, have severally agreed to purchase, and ~~we and~~ the selling stockholders have agreed to sell to them, severally, the number of shares of common stock indicated below:

Name		Number of Shares

Morgan Stanley & Co. LLC
Citigroup Global Markets Inc.
Merrill Lynch, Pierce, Fenner & Smith Incorporated
Credit Suisse Securities (USA) LLC
Goldman, Sachs & Co.
J.P. Morgan Securities LLC
Jefferies LLC
Barclays Capital Inc.
Deutsche Bank Securities Inc.
Nomura Securities International, Inc.
Rosenblatt Securities Inc.
Sandler O'Neill & Partners, L.P.



Total:			11,200,000

The underwriters and the representatives are collectively referred to as the "underwriters" and the "representatives," respectively. The underwriters are offering the shares of common stock subject to their acceptance of the shares from ~~us and~~ the selling stockholders and subject to prior sale. The underwriting agreement provides that the obligations of the several underwriters to pay for and accept delivery of the shares of common stock offered by this prospectus are subject to the approval of certain legal matters by their counsel and to certain other conditions. The underwriters are obligated to take and pay for all of the shares of common stock offered by this prospectus if any such shares are taken. However, the underwriters are not required to take or pay for the shares covered by the underwriters' option to purchase additional shares described below.

The underwriters initially propose to offer part of the shares of common stock directly to the public at the offering price listed on the cover page of this prospectus and part to certain dealers. After the initial offering of the shares of common stock, the offering price and other selling terms may from time to time be varied by the representatives. Certain of the underwriters may sell shares of common stock to the public through one or more of their affiliates as selling agents.

WeCertain of our selling stockholders have granted to the underwriters an option, exercisable for 30 days from the date of this prospectus, to purchase up to 1,680,000 additional shares of common stock at the public offering price listed on the cover page of this prospectus, less underwriting discounts and commissions. To the extent the option is exercised, each underwriter will become obligated, subject to certain conditions, to purchase about the same percentage of the additional shares of common stock as the number listed next to the underwriter's name in the preceding table bears to the total number of shares of common stock listed next to the names of all underwriters in the preceding table.

The following table shows the per share and total public offering price, underwriting discounts and commissions and proceeds before expenses to ~~us and~~ the selling stockholders. These amounts are shown

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~~shown~~ assuming both no exercise and full exercise of the underwriters' option to purchase up to an additional 1,680,000 shares of common ~~stock.~~stock from certain of the selling stockholders named herein.

	Total

	Per Share	No Exercise	Full Exercise
Public offering price	$	$	$
Underwriting discounts and commissions to be paid by selling stockholders	$	$	$
~~By us~~
~~By selling stockholders~~
Proceeds, before expenses to selling stockholders	$	$	$
~~To us~~
~~To selling stockholders~~

The estimated offering expenses payable by us ~~exclusive of the underwriting discounts and commissions,~~ are approximately ~~$ .~~$3,422,752. We have agreed to reimburse the underwriters for upthe FINRA-related fees and expenses of the underwriters' counsel, not to ~~$ of expenses relating to clearance of this offering with FINRA.~~exceed $75,000.

The underwriters have informed us that they do not intend sales to discretionary accounts to exceed 5% of the total number of shares of common stock offered by them.

We ~~intend to apply~~have applied to have our common stock listed on BZX under the symbol "BATS."

We, our executive officers and directors, the selling stockholders and holders of substantially all of our ~~principal investors~~capital stock have agreed that, without the prior written consent of the representatives on behalf of the underwriters, we and they will not, during the period ending 180 days, and for a portion of the shares (subject to a minimum ownership threshold), 360 and 540 days, after the date of this prospectus:

•: offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any shares of common stock or any securities convertible into or exercisable or exchangeable for shares of common stock;
•: file any registration statement with the SEC relating to the offering of any shares of our common stock or any securities convertible into or exercisable or exchangeable for our common stock; or
•: enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of our common stock,

whether any such transaction described above is to be settled by delivery of our common stock or such other securities, in cash or otherwise. In addition, we and each such person agrees that, without the prior written consent of the representatives on behalf of the underwriters, we or such other person will not, during the restricted period, make any demand for, or exercise any right with respect to, the registration of any shares of our common stock or any security convertible into or exercisable or exchangeable for our common stock.

The restrictions described in the immediately preceding paragraph to do not apply to:

•: the sale of shares of common stock to the underwriters pursuant to the underwriting agreement;
•: transactions by any person other than us relating to shares of our common stock or other securities acquired in open market transactions after the completion of the offering of the shares, provided that no filing under Section 16(a) of the Exchange Act is required or voluntarily made in connection with subsequent sales of our common stock or ~~our~~other securities acquired in such open market transactions;
•: the issuance of shares of common stock, the grant of options to purchase shares of common stock or the grant of other equity awards under our employee stock purchase plan and our

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equity incentive plans in existence prior to the date of this prospectus and described herein,provided such awards shall not become exercisable during the restricted period;

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•: the issuance by us of shares of our common stock upon the exercise of an option or a warrant or the conversion of a security outstanding on the closing date specified in the underwriting agreement of which the underwriters have been advised in writing or which is otherwise described in this prospectus;
•: the issuance by us of shares of our common stock, or securities convertible into our common stock, not to exceed 10% of the aggregate number of shares of our common stock and non-voting common stock outstanding ~~immediately prior to~~after the ~~completion~~consummation of this offering in connection with mergers or acquisition transactions, joint ventures or other strategic corporate transactions,provided that the recipient of such shares or securities agrees to be bound by such restrictions;
•: the transactions contemplated in this prospectus under "Prospectus Summary—Reclassification and Stock Split";
•: transfers of shares of our common stock, or securities convertible into our common stock, by any person other than us as a bona fide gift or by will or intestacy, including to charitable ~~organizations,~~donations,provided that the donee agrees to be bound by such restrictions and that no ~~public~~ filing ~~or announcement is~~under Section 16(a) of the Exchange Act, reporting a reduction in beneficial ownership of shares of common stock shall be required or shall be voluntarily made ~~in connection with such transaction;~~during the restricted period;
•: transfers of shares of our common stock, or securities convertible into our common stock, by any person other than us to any trust for the direct or indirect benefit of such person or the immediate family of such person,provided that the trustee of such trust agrees to be bound by such restrictions and that no ~~public~~ filing ~~or announcement is~~under Section 16(a) of the Exchange Act, reporting a reduction in beneficial ownership of shares of common stock shall be required or shall be voluntarily made ~~in connection with such transaction;~~during the restricted period;
•: ~~distributions~~if by any person other than us that is a corporation, partnership, limited liability company, trust or other business entity (A) transfers of shares of our common stock or ~~securities~~any security convertible into our common stock to another corporation, partnership, limited liability company, trust or other business entity that is an affiliate (as defined in Rule 405 promulgated under the Securities Act) of such person or (B) distributions of shares of our common stock or any security convertible into our common stock to stockholders, partners, ~~stockholders,~~ members or ~~beneficiaries~~other equity holders of such person,provided that each transferee or distributee agrees to be bound by such restrictions and that no ~~public~~ filing ~~or announcement is~~under Section 16(a) of the Exchange Act, reporting a reduction in beneficial ownership of shares of common stock shall be required or shall be voluntarily made ~~in connection with such transaction;~~during the restricted period;
•: the exercise of a stock option by any person other than us to purchase shares of our common stock, or any securities convertible into or exercisable or exchangeable for our common ~~Stock,~~stock, or other similar awards granted on or prior to the date of this prospectus or granted pursuant to our equity incentive plans described in this prospectus;
•: transfers by any person other than us ~~or our directors and officers~~ of shares of our common stock, or securities convertible into our common stock, to us, or pursuant to sales upon the exercise of options to purchase our common stock, or the vesting, delivery or settlement of restricted shares of our common stock, RSUs or other awards to provide for any withholding taxes on the exercise, vesting, delivery or settlement thereof or to pay the exercise price thereof;
•: transfers by our directors and officers of shares of our common stock to us upon the exercise of options to purchase an aggregate of our common stock to provide for any withholding taxes on the exercise thereof or to pay the exercise price therefor,~~provided~~ ~~that such transfer occurs on (i) the date of this prospectus and (ii) at the initial public offering price per share of common stock in this offering; or~~
•: the establishment of aor modification of any contract, instruction or trading plan ~~pursuant~~intended to comply with Rule 10b5-1 under the Exchange Act for the transfer of shares of our common stock,provided (i) such plan does not provide for the transfer of common stock during the restricted period described herein and (ii) to the extent a public announcement or filing under the Exchange Act, if any, is required or voluntarily made regarding the establishment of such ~~plan, such announcement or filing shall include a statement~~

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plan, such announcement or filing shall include a statement to the effect that no transfer of common stock may be made under such plan during the restricted ~~period.~~period;

•: with respect to our executive officers and directors and all of our principal investors, the transfer of common stock or any security convertible into or exercisable or exchangeable for common stock pursuant to a bona fide third party tender offer, merger, amalgamation, consolidation or other similar transaction made to all holders of the common stock involving a change of control of the company,provided that in the event that the tender offer, merger, amalgamation, consolidation or other such transaction is not completed, the common stock owned by such transferor shall remain subject to the restrictions described herein; or
•: with respect to our executive officers and directors and all of our principal investors, any transfer of common stock if required by law or a governmental authority, or if the transferor's continued holding of such common stock would result in materially adverse compliance or regulatory consequences for such person or any of its affiliates.

In order to facilitate the offering of the common stock, the underwriters may engage in transactions that stabilize, maintain or otherwise affect the price of the common stock. Specifically, the underwriters may sell more shares than they are obligated to purchase under the underwriting agreement, creating a short position. A short sale is covered if the short position is no greater than the number of shares available for purchase by the underwriters under the option to purchase additional shares. The underwriters can close out a covered short sale by exercising the option to purchase additional shares or purchasing shares in the open market. In determining the source of shares to close out a covered short sale, the underwriters will consider, among other things, the open market price of shares compared to the price available under the option to purchase additional shares. The underwriters may also sell shares in excess of the option to purchase additional shares, creating a naked short position. The underwriters must close out any naked short position by purchasing shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the common stock in the open market after pricing that could adversely affect investors who purchase in this offering. As an additional means of facilitating this offering, the underwriters may bid for, and purchase, shares of common stock in the open market to stabilize the price of the common stock. These activities may raise or maintain the market price of the common stock above independent market levels or prevent or retard a decline in the market price of the common stock. The underwriters are not required to engage in these activities and may end any of these activities at any time.

We, the selling stockholders and the underwriters have agreed to indemnify each other against certain liabilities, including liabilities under the Securities Act.

A prospectus in electronic format may be made available on websites maintained by one or more underwriters, or selling group members, if any, participating in this offering. The representatives may agree to allocate a number of shares of common stock to underwriters for sale to their online brokerage account holders. Internet distributions will be allocated by the representatives to underwriters that may make Internet distributions on the same basis as other allocations.

Pricing of the Offering

Prior to this offering, there has been no public market for our common stock. The initial public offering price was determined by negotiations between us, the selling stockholders and the representatives. Among the factors considered in determining the initial public offering price were our future prospects and those of our industry in general, our sales, earnings and certain other financial and operating information in recent periods and the price-earnings ratios, price-sales ratios, market prices of securities and certain financial and operating information of companies engaged in activities similar to ours.

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Conflicts of Interest

Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup, Goldman, Sachs & Co., Jefferies LLC and Nomura Securities International, Inc., underwriters of this offering, or their affiliates (as defined in FINRA Rule 5121), will each receive more than 5% of net offering proceeds and will have a "conflict of interest" pursuant to FINRA Rule 5121(f)(5)(C)(ii). Accordingly, this offering will be made in compliance with the applicable provisions of FINRA Rule 5121. As such, any underwriter that has a conflict of interest pursuant to FINRA Rule 5121 will not confirm sales to accounts in which it exercises discretionary authority without the prior written consent of the customer. Pursuant to FINRA Rule 5121, a "qualified independent underwriter" (as defined in FINRA Rule 5121) must participate in the preparation of the prospectus and perform its usual standard of due diligence with respect to the prospectus. Sandler O'Neill & Partners, L.P. has

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agreed to act as qualified independent underwriter for the offering and to perform a due diligence investigation and review and participate in the preparation of the prospectus.

Directed Share Program

At our request, the underwriters have reserved up to of the 5% of the shares ~~of common stock to be issued~~offered by ~~the company and offered hereby~~this prospectus for sale at the initial public offering price to persons who are directors or employees through a directed share program. The number of shares available for sale to the general public will be reduced by the number of directed shares purchased by participants in the program. Except for directors who have entered into lock-up agreements as contemplated above, each person buying shares through the directed share program has agreed that, for a period of 180 days from the date of this prospectus, he or she will not, without the prior written consent of the representatives, dispose of or hedge any shares of our common stock or any securities convertible into or exchangeable for our common stock with respect to shares purchased in the program. For directors purchasing shares through the directed share program, the lock-up agreements contemplated above shall govern with respect to their purchases. The representatives in their sole discretion may release any of the securities subject to these lock-up agreements at any time, which, in the case of directors, shall be with notice. Any directed shares not purchased will be offered by the underwriters to the general public on the same basis as all other shares offered. We have agreed to indemnify the underwriters against certain liabilities and expenses, including liabilities under the Securities Act, in connection with the sales of the directed shares.

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European Economic Area

In relation to each member state of the EEA, no offer of our common stock which is the subject of the offering has been, or will be made to the public in that Member State, other than under the following exemptions under the Prospectus Directive:

(a): to any legal entity which is a qualified investor as defined in the Prospectus Directive;
(b): to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive), subject to obtaining the prior consent of the representatives for any such offer; or
(c): in any other circumstances falling within Article 3(2) of the Prospectus Directive,

provided that no such offer of our common stock referred to in (a) to (c) above shall result in a requirement for the company or any representative to publish a prospectus pursuant to Article 3 of the Prospectus Directive, or supplement a prospectus pursuant to Article 16 of the Prospectus Directive.

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Each person located in a Member State to whom any offer of our common stock is made or who receives any communication in respect of an offer of our common stock, or who initially acquires any common stock will be deemed to have represented, warranted, acknowledged and agreed to and with each representative and the company that (1) it is a "qualified investor" within the meaning of the law in that Member State implementing Article 2(1)(e) of the Prospectus Directive; and (2) in the case of any common stock acquired by it as a financial intermediary as that term is used in Article 3(2) of the Prospectus Directive, the common stock acquired by it in the offer has not been acquired on behalf of, nor has it been acquired with a view to its offer or resale to, persons in any Member State other than qualified investors, as that term is defined in the Prospectus Directive, or in circumstances in which the prior consent of the representatives has been given to the offer or resale; or where our common stock has been acquired by it on behalf of persons in any Member State other than qualified investors, the offer of such common stock to it is not treated under the Prospectus Directive as having been made to such persons.

The company, the representatives and their respective affiliates will rely upon the truth and accuracy of the foregoing representations, acknowledgments and agreements.

This prospectus has been prepared on the basis that any offer of our common stock in any Member State will be made pursuant to an exemption under the Prospectus Directive from the requirement to publish a prospectus for offers of our common stock. Accordingly any person making or intending to make an offer in that Member State of our common stock which is the subject of the offering contemplated in this prospectus may only do so in circumstances in which no obligation arises for the company or any of the representatives to publish a prospectus pursuant to Article 3 of the Prospectus Directive in relation to such offer. Neither the company nor the representatives have authorized, nor do they authorize, the making of any offer of our common stock in circumstances in which an obligation arises for the company or the representatives to publish a prospectus for such offer.

For the purposes of this provision, the expression an "offer of common stock to the public" in relation to any common stock in any Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the common stock to be offered so as to enable an investor to decide to purchase or subscribe the common stock, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State, the expression "Prospectus Directive" means Directive 2003/71/EC (as amended) and includes any relevant implementing measure in each Member State.

The above selling restriction is in addition to any other selling restrictions set out below.

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Notice to Prospective Investors in the United Kingdom

In addition, in the United Kingdom, this document is being distributed only to, and is directed only at, and any offer subsequently made may only be directed at persons who are "qualified investors" (as defined in the Prospectus Directive) (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended, or the Order, and/or (ii) who are high net worth companies (or persons to whom it may otherwise be lawfully communicated) falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). This document must not be acted on or relied on in the United Kingdom by persons who are not relevant persons. In the United Kingdom, any investment or investment activity to which this document relates is only available to, and will be engaged in with, relevant persons.

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Notice to Prospective Investors in Switzerland

The common stock may not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange ("SIX") or on any other stock exchange or regulated trading facility in Switzerland. This document has been prepared without regard to the disclosure standards for issuance prospectuses under art. 652a or art.1156 of the Swiss Code of Obligations or the disclosure standards for listing prospectuses under art. 27 ff. of the SIX Listing Rules or the listing rules of any other stock exchange or regulated trading facility in Switzerland. Neither this document nor any other offering or marketing material relating to the common stock or the offering may be publicly distributed or otherwise made publicly available in Switzerland.

Neither this document nor any other offering or marketing material relating to the offering, the company, the common stock has been or will be filed with or approved by any Swiss regulatory authority. In particular, this document will not be filed with, and the offer of common stock will not be supervised by, the Swiss Financial Market Supervisory Authority FINMA (FINMA), and the offer of common stock has not been and will not be authorized under the Swiss Federal Act on Collective Investment Schemes ("CISA"). The investor protection afforded to acquirers of interests in collective investment schemes under the CISA does not extend to acquirers of our common stock.

Notice to Prospective Investors in the Dubai International Financial Centre

This prospectus relates to an Exempt Offer in accordance with the Offered Securities Rules of the Dubai Financial Services Authority ("DFSA"). This prospectus is intended for distribution only to persons of a type specified in the Offered Securities Rules of the DFSA. It must not be delivered to, or relied on by, any other person. The DFSA has no responsibility for reviewing or verifying any documents in connection with Exempt Offers. The DFSA has not approved this prospectus nor taken steps to verify the information set forth herein and has no responsibility for the prospectus. The common stock to which this prospectus relates may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the common stock offered should conduct their own due diligence on the common stock. If you do not understand the contents of this prospectus you should consult an authorized financial advisor.

Notice to Prospective Investors in Australia

No placement document, prospectus, product disclosure statement or other disclosure document has been lodged with the Australian Securities and Investments Commission ("ASIC"), in relation to the offering. This prospectus does not constitute a prospectus, product disclosure statement or other disclosure document under the Corporations Act 2001 (the "Corporations Act"), and does not purport to include the information required for a prospectus, product disclosure statement or other disclosure document under the Corporations Act.

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Any offer in Australia of the common stock may only be made to persons (the "Exempt Investors") who are "sophisticated investors" (within the meaning of section 708(8) of the Corporations Act), "professional investors" (within the meaning of section 708(11) of the Corporations Act) or otherwise pursuant to one or more exemptions contained in section 708 of the Corporations Act so that it is lawful to offer the common stock without disclosure to investors under Chapter 6D of the Corporations Act.

The common stock applied for by Exempt Investors in Australia must not be offered for sale in Australia in the period of 12 months after the date of allotment under the offering, except in circumstances where disclosure to investors under Chapter 6D of the Corporations Act would not be required pursuant to an exemption under section 708 of the Corporations Act or otherwise or where the offer is pursuant to a disclosure document which complies with Chapter 6D of the Corporations Act. Any person acquiring the common stock must observe such Australian on-sale restrictions.

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This prospectus contains general information only and does not take account of the investment objectives, financial situation or particular needs of any particular person. It does not contain any securities recommendations or financial product advice. Before making an investment decision, investors need to consider whether the information in this prospectus is appropriate to their needs, objectives and circumstances, and, if necessary, seek expert advice on those matters.

Notice to Prospective Investors in Hong Kong

The common stock has not been offered or sold and will not be offered or sold in Hong Kong, by means of any document, other than (a) to "professional investors" as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made under that Ordinance; or (b) in other circumstances which do not result in the document being a "prospectus" as defined in the Companies Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the public within the meaning of that Ordinance. No advertisement, invitation or document relating to the common stock has been or may be issued or has been or may be in the possession of any person for the purposes of issue, whether in Hong Kong or elsewhere, which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to the common stock which is or is intended to be disposed of only to persons outside Hong Kong or only to "professional investors" as defined in the Securities and Futures Ordinance and any rules made under that Ordinance.

Notice to Prospective Investors in Japan

The common stock has not been and will not be registered under the Financial Instruments and Exchange Law of Japan (Law No. 25 of 1948, as amended) and, accordingly, will not be offered or sold, directly or indirectly, in Japan, or for the benefit of any Japanese Person or to others for re-offering or resale, directly or indirectly, in Japan or to any Japanese Person, except in compliance with all applicable laws, regulations and ministerial guidelines promulgated by relevant Japanese governmental or regulatory authorities in effect at the relevant time. For the purposes of this paragraph, "Japanese Person" shall mean any person resident in Japan, including any corporation or other entity organized under the laws of Japan.

Notice to Prospective Investors in Singapore

This prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the common stock may not be circulated or distributed, nor may the common stock be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional

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investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the "SFA"), (ii) to a relevant person pursuant to Section 275(1), or any person pursuant to Section 275(1A), and in accordance with the conditions specified in Section 275, of the SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

Where the common stock is subscribed or purchased under Section 275 of the SFA by a relevant person which is:

(a) a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or

(b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor,

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securities (as defined in Section 239(1) of the SFA) of that corporation or the beneficiaries' rights and interest (howsoever described) in that trust shall not be transferred within six months after that corporation or that trust has acquired the common stock pursuant to an offer made under Section 275 of the SFA except:

(a) to an institutional investor or to a relevant person defined in Section 275(2) of the SFA, or to any person arising from an offer referred to in Section 275(1A) or Section 276(4)(i)(B) of the SFA;

(b) where no consideration is or will be given for the transfer;

(d) as specified in Section 276(7) of the SFA; or

(e) as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore.

Notice to Prospective Investors in Canada

The common stock may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the common stock must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.

Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this prospectus (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser's province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser's province or territory for particulars of these rights or consult with a legal advisor.

Pursuant to section 3A.3 (or, in the case of securities issued or guaranteed by the government of a non-Canadian jurisdiction, section 3A.4) of National Instrument 33-105 Underwriting Conflicts (NI 33-105), the underwriters are not required to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this offering.

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VALIDITY OF COMMON STOCK

The validity of the shares of common stock offered by ~~us will be passed upon for us by Davis Polk & Wardwell LLP, New York, New York, and the validity of the shares of common stock offered by~~ the selling stockholders will be passed upon by Eric Swanson, our Executive Vice President, General Counsel and Secretary. Certain matters will be passed upon for us by Davis Polk & Wardwell LLP, New York, New York. Various legal matters relating to this offering will be passed upon for the underwriters by Skadden, Arps, Slate, Meagher & Flom LLP, New York, New York.

EXPERTS

The consolidated financial statements of ~~BATS~~Bats Global Markets, Inc. as of December 31, ~~2014~~2015 and ~~2013,~~2014, and for each of the years in the ~~three-year~~three year period ended December 31, ~~2014,~~2015, have been included herein and in the registration statement in reliance upon the report of KPMG LLP, independent registered public accounting firm, appearing elsewhere herein, and upon the authority of said firm as experts in accounting and auditing.

The consolidated financial statements of Direct Edge Holdings LLC and subsidiaries as of December 31, 2013 and for the year then ended, have been included herein and in the registration statement in reliance upon the report of KPMG LLP, independent auditors, appearing elsewhere herein, and upon the authority of said firm as experts in accounting and auditing.

The combined financial statements of KCG Hotspot FX as of December 31, 2014 and 2013, and for each of the years in the ~~two-year~~two year period ended December 31, 2014, have been included herein and in the registration statement in reliance upon the report of KPMG LLP, independent auditors, appearing elsewhere herein, and upon the authority of said firm as experts in accounting and auditing. The audit report with respect to the December 31, 2014 combined financial statements contains an explanatory paragraph that refers to the basis of presentation of those combined financial statements.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC, Washington, D.C. 20549, a registration statement on Form S-1 under the Securities Act with respect to the common stock offered hereby. This prospectus does not contain all of the information set forth in the registration statement and the exhibits and schedules thereto. For further information with respect to us and our common stock, reference is made to the registration statement and the exhibits and any schedules filed therewith. Statements contained in this prospectus as to the contents of any contract or other document referred to are not necessarily complete and in each instance, if such contract or document is filed as an exhibit, reference is made to the copy of such contract or other document filed as an exhibit to the registration statement, each statement being qualified in all respects by such reference. A copy of the registration statement, including the exhibits and schedules thereto, may be read and copied at the SEC's Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Information on the operation of the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains an Internet website that contains reports, proxy statements and other information about issuers, like us, that file electronically with the SEC. The address of that website is www.sec.gov. The registration statement, including the exhibits and schedules thereto, are also available for reading and copying at the offices of ~~BATS~~Bats Global Markets, Inc., 8050 Marshall Drive, Suite 120, Lenexa, KS 66214.

As a result of the offering, we will become subject to the full informational requirements of the Exchange Act. We will fulfill our obligations with respect to such requirements by filing periodic reports and other information with the SEC. We intend to furnish our stockholders with annual reports containing consolidated financial statements certified by an independent public accounting firm. We also maintain a website at www.bats.com. Our website and the information contained therein or connected thereto shall not be deemed to be incorporated into this prospectus or the registration statement of which it forms a part.

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~~APPENDIX~~

GLOSSARY

In this prospectus, unless otherwise specified or if the context so requires:

"ADNV" refers to average daily notional value.

"ADV" refers to average daily volume.

"ATS" refers to alternative trading system. ATSs are SEC-approved trading venues that are exempted from registering as a national securities exchange.

~~"BATS Chi-X~~"Bats Europe" refers to our RIE in Europe operated by ~~BATS~~Bats Trading Limited, which is regulated by the FCA.

~~"BATS~~"Bats Hotspot" refers, collectively, to ~~BATS~~Bats Hotspot Holdings LLC, ~~BATS~~Bats Hotspot LLC, ~~BATS~~Bats Hotspot Services LLC, ~~BATS~~Bats Hotspot SEF LLC, ~~BATS~~Bats Hotspot Europe Limited and ~~BATS~~Bats Hotspot Asia Pte. Ltd., an operator of our institutional spot FX business.

~~"BATS~~"Bats Trading" refers to ~~BATS~~Bats Trading, Inc., our U.S. registered broker-dealer subsidiary.

"BYX" refers to ~~BATS Y-Exchange,~~Bats BYX Exchange, Inc., a national securities exchange.

"BZX" refers to ~~BATS~~Bats BZX Exchange, Inc., a national securities exchange.

"Chi-X Europe" refers to our broker-dealer in Europe, which is authorized by the FCA.

"co-location services" refers to the practice of allowing customers to place their computer servers in close physical proximity to a trading venue's servers to minimize latency.

"CQS" refers to the Consolidated Quotation System, an electronic service, regulated by the SEC, which provides quotation information for securities listed on various national and regional securities exchanges.

"CTA" refers to the Consolidated Tape Association, which oversees the dissemination of real-time trade and quotation information pursuant to two plans, the CQS Plan and the Consolidated Tape Plan.

"customers" refer to the members of our national securities exchanges, the sponsored access users of our national securities exchanges, our market data vendors and the participants in our European markets, collectively.

"dark pools" refer to ATSs and MTFs that do not publicly display quotations.

"DE Route" refers to Direct Edge ECN LLC, our subsidiary that was previously registered as a broker-dealer but which is no longer in operation.

"derivatives" refer to financial contracts whose value is derived from some other underlying asset or reference value, which may include individual stocks, stock indices, debt instruments, interest rates, currencies, commodities and various benchmarks related to trading and investment strategies.

"Direct Edge" refers to Direct Edge Holdings ~~LLC.~~LLC, which was dissolved on December 31, 2015.

"Direct Edge Integration" refers to the migration of the EDGX and EDGA exchange operations onto the ~~BATS~~Bats technology platform as of January 12, 2015.

"ECN" or "electronic communication network" refers to any electronic system that widely disseminates to third parties orders entered into it by a national securities exchange market maker or OTC market maker and permits such orders to be executed in whole or in part.

"EDGA" refers to Bats EDGA Exchange, Inc., a national securities exchange.

"EDGX" refers to Bats EDGX Exchange, Inc., a national securities exchange.

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~~"EDGX" refers to EDGX Exchange, Inc., a national securities exchange.~~

"EuroCCP" refers to one of the clearing houses used by ~~BATS Chi-X~~Bats Europe and which is 25% owned by ~~BATS~~Bats Trading Limited.

"FINRA Trade Reporting Facilities" refers to the automated trade reporting and reconciliation services which provide all FINRA members a way to report price and volume of off-exchange trades in U.S. listed equity securities.

"FCA" refers to the Financial Conduct Authority. Financial services businesses in the United Kingdom are regulated by the FCA, which is an independent non-governmental body, given statutory powers by the Financial Services Act of 2012.

"high frequency trading" refers generally to trading by professional traders acting in a proprietary capacity that engage in strategies that generate a large number of trades on a daily basis. These traders could be organized in a variety of ways, including as a proprietary trading firm (which may or may not be a registered broker-dealer and member of FINRA), as the proprietary trading desk of a multi-service broker-dealer or as a hedge fund. Other characteristics often attributed to such firms engaged in high frequency trading are: (i) the use of extraordinarily high-speed and sophisticated computer programs for generating, routing, and executing orders; (ii) use of co-location services and individual data feeds offered by exchanges and others to minimize network and other types of latencies; (iii) very short time-frames for establishing and liquidating positions; (iv) the submission of numerous orders that are cancelled shortly after submission; and (v) ending the trading day in as close to a flat position as possible (that is, not carrying significant, unhedged positions over-night).

"last sale data feed" refers to a real-time intraday feed that disseminates matched trade price, volume and execution time on our book, but excludes quotations.

"latency" refers to the time it takes to accept, process and acknowledge or deliver an order.

"liquidity maker" refers to a customer posting an order on an order book.

"liquidity taker" refers to a customer executing against an order resting on an order book.

"lit" trading refers to trading on a securities exchange, ATS or MTF that publicly displays quotations.

"maker-taker" pricing refers to a pricing model whereby a liquidity maker is paid a rebate in connection with an execution on our book, and a liquidity taker is charged a fee in connection with an execution against an order on our book.

"market share," "share of the market" or "share of trading" with respect to:

(i) the U.S. equity market or specific securities in such market, such as NASDAQ- or NYSE-listed securities, during any period, means the number of shares of such U.S. listed cash equity securities and ETPs that were matched on BZX, BYX, EDGX and EDGA during such period divided by the total number of shares of such U.S. listed cash equity securities and ETPs that all national securities exchanges and the FINRA Trade Reporting Facilities reported as having been matched during such period;

(ii) the U.S. equity options market during any period, means the number of U.S. listed equity option contracts that were matched on BZX and EDGX during such period divided by the total number of U.S. listed equity option contracts that all national securities exchanges reported as having been matched during such period; or

(iii) European trading in the securities traded on ~~BATS Chi-X~~Bats Europe for any period, means the total notional value of shares of European listed cash equity securities and ETPs that were matched on ~~BATS Chi-X~~Bats Europe, respectively, during such period divided by the total notional

~~Table of Contents~~

value of all trades in the securities and ETPs available for trading on ~~BATS Chi-X~~Bats Europe, respectively, during both continuous

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trading or an auction phase that the major European national securities exchanges and major MTFs reported as having been matched during such period. The total notional value of all such trades does not include the notional value of OTC trades. The total notional value of all trades in the securities and ETPs available for trading on ~~BATS Chi-X~~Bats Europe in the denominator of the calculation above will be affected to the extent that additional securities and ETPs are made available for trading on ~~BATS Chi-X~~Bats Europe, respectively, during such period or by our inclusion of market data from additional European national securities exchanges or MTFs. Due to the lack of a consolidated European reporting tape, our share of European trading is based on public data provided by third-party sources and represents our best estimate of our market share.

"member" refers to a member of BZX, BYX, EDGX or EDGA.

"MiFID" refers to the Market in Financial Instruments Directive.

"MiFID II" refers to the Market in Financial Instruments Directive II.

"MTF" refers to multilateral trading facility, an electronic venue authorized by the FCA to offer trading in cash equity securities throughout Europe.

"NBBO" refers to the national best bid or best offer.

"NBBO setter pricing" refers to a pricing model by which customers set the NBBO for listed equity options, listed cash equity securities and ETPs, such as ETFs. NBBO setter pricing provides customers who execute a specified minimum volume with higher liquidity rebates for orders posted on our market that improve the then current NBBO. This in turn provides better execution prices for other customers.

"net ~~capture"~~capture per matched notional value" refers to annual transaction fees less liquidity payments in British pounds divided by the product of ADNV in British pounds of shares matched on Bats Europe and the number of trading days.

"net capture per one hundred touched shares" refers to annual transaction fees less liquidity payments and routing and clearing costs divided by ~~market volume.~~the product of one-hundredth ADV of touched shares on BZX, BYX, EDGX and EDGA and the number of trading days.

"net capture per ~~matched notional value"~~one million dollars traded" refers to annual transaction fees less liquidity payments, if any, divided by the product of one-thousandth of ADNV traded on ~~shares matched~~the Bats Hotspot FX market and the number of trading days, divided by two, which represents the buyer and seller that are both charged on ~~BATS Chi-X Europe as a percentage of~~ the ~~value of shares matched on BATS Chi-X Europe.~~transaction.

"net capture per ~~one hundred~~ touched ~~shares"~~contract" refers to annual transaction fees less liquidity payments and routing and clearing costs divided by ~~every one hundred~~the product of ADV of touched ~~shares on BZX, BYX, EDGX~~contracts and ~~EDGA.~~

~~"net capture per one million dollars traded" refers to transaction fees less liquidity payments, if any, divided by every one million dollars notional value traded on~~ the ~~BATS Hotspot FX market.~~

~~"net capture per touched contract" refers to transaction fees less liquidity payments and routing and clearing costs divided by touched contracts.~~number of trading days.

"NSCC" refers to the National Securities Clearing Corporation. The NSCC provides centralized clearing, information and settlement services to the financial industry.

"OCC" refers to The Options Clearing Corporation. The OCC is an equity derivatives clearing organization, providing centralized clearing, information and settlements services to the financial industry.

"OPRA" refers to the Options Price Reporting Authority, LLC. OPRA is the designated securities information processor for market information that is generated through the trading of exchange-listed securities options in the United States. OPRA disseminates certain core trading information, such as last sale reports and quotations.

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"options" refer to contracts giving the buyer the right, but not the obligation, to buy or sell a specified quantity of an underlying security or index at a specific price for a specific period of time.

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"order messages" refer to order, acceptance, execution, modification and cancellation messages.

"OTF" refers to an organized trading facility.

"participant" refers to a participant of ~~BATS Chi-X~~Bats Europe.

~~"price/time priority"~~"price-time-priority" refers to the sequence in which orders resting on an order book are executed and, in general, means that the best priced orders are executed first in the temporal order in which they arrived on the book.

"principal investors" refer to thirteen affiliates of our customers, Bank of America Merrill Lynch, Citadel, Citigroup, Credit Suisse, Deutsche Bank Securities, Goldman Sachs, Instinet, J.P. Morgan, Knight Capital, Lime, Morgan Stanley, Tradebot Ventures and WEDBUSH, as well as ISE and BGM Holding, L.P. and its affiliates.

"RIE" refers to Recognised Investment Exchange.

"RSA" refers to regulatory services agreement.

"smart-order routing" refers to a product offered by us and others that enables the onward routing of unfilled orders to other market centers using a variety of pre-designed algorithmic strategies that are designed to obtain the best prices available on an order-by-order basis.

"sponsored access" refers to the practice of allowing customers who are not members or participants of a market to send orders directly to the market by using the name and connectivity of a sponsoring member or participant. The sponsoring member or participant is responsible for all orders entered on or through the market by a sponsored access client.

"taker-maker" pricing refers to a pricing model whereby a liquidity maker is charged a fee in connection with an execution on an order book, and a liquidity taker is paid a rebate in connection with an execution against an order on an order book.

"touched contracts" refers to the sum of all option contracts matched or routed on BZX or EDGX.

"touched shares" refers to the sum of all shares matched or routed on BZX, BYX, EDGX or EDGA.

"UTP" refers to unlisted trading privileges, which are governed by the UTP Act of 1994.

"VIX volatility index" represents the CBOE Volatility Index®, a measure of market expectations of near-term volatility conveyed by S&P 500 stock index options prices.

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INDEX TO CONSOLIDATED FINANCIAL STATEMENTS


~~BATS~~Bats Global Markets, Inc. and Subsidiaries
Report of Independent Registered Public Accounting Firm		F-2
Consolidated Financial Statements:
Consolidated Statements of Financial Condition		F-3
Consolidated Statements of Income		F-4
Consolidated Statements of Comprehensive Income		F-5
Consolidated Statements of Changes in Stockholders' Equity		F-6
Consolidated Statements of Cash Flows		F-7
Notes to Consolidated Financial Statements		F-8
~~Unaudited Consolidated Financial Statements:~~
~~Condensed Consolidated Statements of Financial Condition (unaudited)~~		~~F-42~~
~~Condensed Consolidated Statements of Income~~		~~F-43~~
~~Condensed Consolidated Statements of Comprehensive Income (unaudited)~~		~~F-44~~
~~Condensed Consolidated Statements of Changes in Stockholders' Equity (unaudited)~~		~~F-45~~
~~Condensed Consolidated Statements of Cash Flows (unaudited)~~		~~F-46~~
~~Notes to Condensed Consolidated Financial Statements (unaudited)~~		~~F-47~~
Direct Edge Holdings LLC and Subsidiaries
Report of Independent Auditors		~~F-68~~F-47
Financial Statements:
Consolidated Statement of Financial Condition		~~F-69~~F-48
Consolidated Statement of Income		~~F-70~~F-49
Consolidated Statement of Changes in Members' Equity		~~F-71~~F-50
Consolidated Statement of Cash Flows		~~F-72~~F-51
Notes to Consolidated Financial Statements	��	~~F-73~~F-52
KCG Hotspot FX
Report of Independent Auditors		~~F-87~~F-66
Financial Statements:
Combined Statements of Financial Condition		~~F-88~~F-67
Combined Statements of Income		~~F-89~~F-68
Combined Statements of Changes in Net Investment		~~F-90~~F-69
Combined Statements of Cash Flows		~~F-91~~F-70
Notes to Combined Financial Statements		~~F-92~~F-71

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Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders
~~BATS~~Bats Global Markets, Inc.:

We have audited the accompanying consolidated statements of financial condition of Bats Global Markets, Inc. (formerly known as BATS Global Markets, Inc.) and its subsidiaries (the Company) as of December 31, ~~2014~~2015 and ~~2013,~~2014, and the related consolidated statements of income, comprehensive income, changes in stockholders' equity, and cash flows for each of the years in the three-year period ended December 31, ~~2014.~~2015. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of ~~the Company~~Bats Global Markets, Inc. and its subsidiaries as of December 31, ~~2014~~2015 and ~~2013,~~2014, and the results of ~~its~~their operations and ~~its~~their cash flows for each of the years in the three-year period ended December 31, ~~2014,~~2015, in conformity with U.S. generally accepted accounting principles.

~~/s/ KPMG LLP~~


		/s/ KPMG LLP

Kansas City, Missouri
~~February 26, 2015~~March 7, 2016, except as to Note 22,
as to which the date is April 4, 2016

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Bats Global Markets, Inc. (formerly known as BATS ~~GLOBAL MARKETS, INC. AND SUBSIDIARIES~~Global Markets, Inc.) and Subsidiaries

Consolidated Statements of Financial Condition

December 31, ~~2014~~2015 and ~~2013~~2014

(In millions, except share data)

	2014			2013			2015			2014

Assets
Current assets:
Cash and cash equivalents	$	122.2		$	87.2		$	75.1		$	122.2
Restricted cash		14.0			—			—			14.0
Financial investments:
Trading investments, at fair value		7.0			7.0			0.5			7.0
Available-for-sale investments, at fair value		61.4			18.2			47.2			61.4
Accounts receivable, net, including $54.5 and $18.6 from related parties at December 31, 2014 and 2013, respectively		130.2			53.8
Accounts receivable, net, including $54.1 and $54.5 from related parties at December 31, 2015 and 2014, respectively								131.0			130.2
Income taxes receivable		12.3			0.7			16.0			12.3
Deferred income taxes								0.6			—
Other receivables		3.6			1.7			5.4			3.6
Prepaid expenses		8.2			3.6			8.3			8.2

Total current assets		358.9			172.2			284.1			358.9
Property and equipment, net		29.0			11.6			29.6			29.0
Goodwill		441.7			198.0			741.3			441.7
Intangible assets, net		156.5			49.0			239.0			156.5
Debt issuance costs, net		4.5			4.6			6.7			4.5
Deferred income taxes, net		3.3			9.2
Deferred income taxes								—			3.3
Investment in EuroCCP		10.8			10.3			11.4			10.8
Other assets		1.9			2.0			4.8			1.9

Total assets	$	1,006.6		$	456.9		$	1,316.9		$	1,006.6



Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable and accrued liabilities, including $19.0 and $4.1 to related parties at December 31, 2014 and 2013, respectively	$	101.1		$	25.0
Accounts payable and accrued liabilities, including $18.3 and $19.0 to related parties at December 31, 2015 and 2014, respectively							$	72.9		$	101.1
Section 31 fees payable		107.7			36.8			93.0			107.7
Current portion of long-term debt		44.2			17.4			87.1			44.2
Current portion of contingent consideration liability to related party								6.6			—
Deferred income taxes		0.6			0.3			—			0.6

Total current liabilities		253.6			79.5			259.6			253.6
Long-term debt, less current portion		430.2			228.6			600.4			430.2
Contingent consideration liability to related party, less current portion								58.8			—
Unrecognized tax benefits		8.6			6.7			8.0			8.6
Deferred income taxes		5.9			—			7.4			5.9
Other liabilities		4.1			2.1			2.8			4.1
Commitments and contingencies
Stockholders' equity:
Common stock, $0.01 par value. 55,000,000 voting and 20,000,000 non-voting shares authorized at December 31, 2014; 24,500,000 voting and 500,000 non-voting shares authorized at December 31, 2013; 25,551,796 voting and 7,266,714 non-voting shares issued at December 31, 2014; 23,685,026 voting and 189,500 non-voting shares issued at December 31, 2013		0.3			0.2
Common stock in treasury, at cost 56,948 and 1,075,176 voting shares at December 31, 2014 and 2013, respectively		(1.9	)		(42.7	)
Common stock, $0.01 par value. 55,000,000 voting and 20,000,000 non-voting shares authorized at December 31, 2015 and 2014; 25,770,322 voting and 7,266,714 non-voting shares issued at December 31, 2015; 25,551,796 voting and 7,266,714 non-voting shares issued at December 31, 2014								0.3			0.3
Common stock in treasury, at cost 157,470 and 56,948 voting shares at December 31, 2015 and 2014, respectively								(6.5	)		(1.9	)
Additional paid-in capital		262.7			128.6			271.3			262.7
Retained earnings		42.8			44.3			125.0			42.8
Accumulated other comprehensive income, net		0.3			9.6
Accumulated other comprehensive (loss) income, net								(10.2	)		0.3

Total stockholders' equity		304.2			140.0			379.9			304.2

Total liabilities and stockholders' equity	$	1,006.6		$	456.9		$	1,316.9		$	1,006.6

See accompanying notes to consolidated financial statements.

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Bats Global Markets, Inc. (formerly known as BATS Global Markets, Inc.) and Subsidiaries

Consolidated Statements of Income

Years ended December 31, 2015, 2014 and 2013

(In millions, except per share data)

2015 2014 2013
Revenues:

Transaction fees, including $660.3, $494.6 and $293.9 from related parties for the years ended December 31, 2015, 2014 and 2013, respectively
$ 1,290.2 $ 1,009.9 $ 612.8
Regulatory transaction fees, including $145.3, $191.5 and $81.4 from related parties for the years ended December 31, 2015, 2014 and 2013, respectively
275.7 272.0 127.4
Market data fees, including $3.0, $2.0 and $1.5 from related parties for the years ended December 31, 2015, 2014 and 2013, respectively
131.0 110.3 59.4
Port fees and other, including $35.8, $12.6 and $13.9 from related parties for the years ended December 31, 2015, 2014 and 2013, respectively
81.8 66.0 41.9

Total revenues
1,778.7 1,458.2 841.5
Cost of revenues:

Liquidity payments, including $585.3, $456.0 and $252.8 to related parties for the years ended December 31, 2015, 2014 and 2013, respectively
1,070.7 831.4 474.7
Section 31 fees
275.7 272.0 127.4
Routing and clearing, including $44.0, $26.1 and $33.2 to related parties for the years ended December 31, 2015, 2014 and 2013, respectively
47.9 47.3 42.6

Total cost of revenues
1,394.3 1,150.7 644.7

Revenues less cost of revenues
384.4 307.5 196.8
Operating expenses:

Compensation and benefits
79.7 87.0 41.5
Depreciation and amortization
40.8 28.4 15.2
Systems and data communication
27.2 23.5 9.6
Occupancy
3.1 4.2 1.9
Professional and contract services
11.1 6.5 8.1
Regulatory costs
11.1 12.1 5.4
Change in fair value of contingent consideration liability to related party
2.8 — —
Impairment of assets
— — 3.5
General and administrative
26.3 26.2 10.0

Total operating expenses
202.1 187.9 95.2

Operating income
182.3 119.6 101.6
Non-operating (expenses) income:

Interest expense, net
(46.6 ) (27.3 ) (25.8 )
Loss on extinguishment of debt
— (13.6 ) —
Equity in earnings in EuroCCP
1.2 1.1 —
Other income (expense), net
1.8 0.5 (0.2 )

Income before income tax provision
138.7 80.3 75.6
Income tax provision
56.5 31.1 28.8

Net income
$ 82.2 $ 49.2 $ 46.8

Basic earnings per share
$ 2.53 $ 1.56 $ 2.07
Diluted earnings per share
$ 2.51 $ 1.55 $ 2.06
Cash distributions declared per common stock

$
—
$
7.82
$
—
Basic weighted average shares outstanding

32.5
31.6
22.6
Diluted weighted average shares outstanding
32.7 31.8 22.7

See accompanying notes to consolidated financial statements.

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Bats Global Markets, Inc. (formerly known as BATS Global Markets, Inc.) and Subsidiaries

Consolidated Statements of Comprehensive Income

Years ended December 31, 2015, 2014 and 2013

(In millions)

2015 �� 2014 2013
Net income
$ 82.2 $ 49.2 $ 46.8
Other comprehensive (loss) income, before tax:

Foreign currency translation adjustments
(12.4 ) (15.0 ) 6.6
Unrealized holding gains on available-for-sale investments
— — 0.1
Less: Reclassification adjustments for losses included in interest expense, net
— — (0.1 )

Other comprehensive (loss) income, before tax
(12.4 ) (15.0 ) 6.6
Income tax benefit (provision) related to components of other comprehensive (loss) income
1.9 5.7 (1.7 )

Other comprehensive (loss) income, net of tax
(10.5 ) (9.3 ) 4.9

Comprehensive income
$ 71.7 $ 39.9 $ 51.7

See accompanying notes to consolidated financial statements.

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Bats Global Markets, Inc. (formerly known as BATS Global Markets, Inc.) and Subsidiaries

Consolidated Statements of Changes in Stockholders' Equity

Years ended December 31, 2015, 2014 and 2013

(In millions, except share data)

Common stock

Voting
shares
outstanding Non-voting
shares
outstanding Class A
non-voting
shares
outstanding Class B
non-voting
shares
outstanding Par
value Common
stock in
treasury Additional
paid-in
capital Retained
earnings
(deficit) Accumulated
other (loss)
comprehensive
income, net Total
stockholders'
equity
Balance at December 31, 2012
22,554,947 189,500 — — $ 0.2 $ (40.3 ) $ 125.6 $ (2.5 ) $ 4.7 $ 87.7
Common stock issued under employee stock plans
98,128 — — — — (1.0 ) 0.7 — — (0.3 )
Share repurchases
(43,225 ) — — — — (1.4 ) — — — (1.4 )
Stock-based compensation
— — — — — — 2.2 — — 2.2
Excess tax benefit from stock-based compensation
— — — — — — 0.1 — — 0.1
Other comprehensive income, net of tax
— — — — — — — — 4.9 4.9
Net income
— — — — — — — 46.8 — 46.8

Balance at December 31, 2013
22,609,850 189,500 — — 0.2 (42.7 ) 128.6 44.3 9.6 140.0
Acquisition of Direct Edge Holdings LLC and recapitalization
2,726,534 (189,500 ) 3,090,714 4,176,000 0.1 42.7 301.7 — — 344.5
Common stock issued under employee stock plans
184,721 — — — — (1.0 ) 0.9 — — (0.1 )
Share repurchases
(26,257 ) — — — — (0.9 ) — — — (0.9 )
Stock-based compensation
— — — — — — 1.9 — — 1.9
Excess tax benefit from stock-based compensation
— — — — — — 0.1 — — 0.1
Distribution
— — — — — — (170.5 ) (50.7 ) — (221.2 )
Other comprehensive loss, net of tax
— — — — — — — — (9.3 ) (9.3 )
Net income
— — — — — — — 49.2 — 49.2

Balance at December 31, 2014
25,494,848 — 3,090,714 4,176,000 0.3 (1.9 ) 262.7 42.8 0.3 304.2
Common stock issued under employee stock plans
191,073 — — — — (1.3 ) 1.7 — — 0.4
Share repurchases
(73,069 ) — — — — (3.3 ) — — — (3.3 )
Stock-based compensation
— — — — — — 5.9 — — 5.9
Excess tax benefit from stock-based compensation
— — — — — — 1.0 — — 1.0
Other comprehensive loss, net of tax
— — — — — — — — (10.5 ) (10.5 )
Net income
— — — — — — — 82.2 — 82.2

Balance at December 31, 2015
25,612,852 — 3,090,714 4,176,000 $ 0.3 $ (6.5 ) $ 271.3 $ 125.0 $ (10.2 ) $ 379.9

See accompanying notes to consolidated financial statements.

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Bats Global Markets, Inc. (formerly known as BATS Global Markets, Inc.) and Subsidiaries

Consolidated Statements of Cash Flows

Years ended December 31, 2015, 2014 and 2013

(In millions)

2015 2014 2013
Cash flows from operating activities:

Net income
$ 82.2 $ 49.2 $ 46.8
Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization
40.8 28.4 15.2
Amortization of debt issuance cost and debt discount
6.7 2.8 5.9
Change in fair value of contingent consideration liability to related party
2.8 — —
Provision for uncollectable accounts receivable
0.2 0.3 0.1
Deferred income taxes
(3.6 ) 1.5 4.0
Stock-based compensation
5.9 1.9 2.2
Loss on extinguishment of debt
— 13.6 —
Loss on disposal of property and equipment
— — 0.2
Equity in earnings in EuroCCP
(1.2 ) (1.1 ) —
Realized gain on termination of revolving credit facility
(1.1 ) — —
Changes in assets and liabilities:

Receivables, including $0.4, $35.9 and $4.1 from related parties for the years ended December, 31, 2015, 2014 and 2013, respectively
(1.5 ) (33.1 ) 7.1
Trading financial investments, net
6.5 — 0.5
Prepaid and other assets
(3.1 ) 0.1 1.3
Accounts payable and accrued liabilities, including $0.7, $14.9 and $0.9 to related parties for the years ended December 31, 2015, 2014 and 2013, respectively
(29.2 ) 7.8 (1.7 )
Section 31 fees payable
(14.7 ) 26.1 (14.5 )
Payment of contingent consideration related to Chi-X Europe acquisition
— — (3.8 )
Unrecognized tax benefits
(0.6 ) — —
Other liabilities
(0.6 ) 1.8 (0.2 )

Net cash provided by operating activities
89.5 99.3 63.1
Cash flows from investing activities:

Acquisition, net of cash acquired
(360.9 ) 23.8 —
Purchases of available-for-sale financial investments
(157.8 ) (169.4 ) (88.5 )
Proceeds from maturities of available-for-sale financial investments
172.0 126.2 92.6
Investment in EuroCCP
— — (10.3 )
Changes in restricted cash
14.0 (14.0 ) —
Purchases of property and equipment
(13.9 ) (25.2 ) (3.6 )

Net cash used in investing activities
(346.6 ) (58.6 ) (9.8 )
Cash flows from financing activities:

Distributions paid
(5.7 ) (215.0 ) (0.1 )
Principal payments on long-term debt
(153.1 ) (277.6 ) (45.0 )
Proceeds from long-term debt
373.8 499.9 —
Proceeds from employee stock purchase program
0.7 — —
Debt issuance costs and additional debt discount
(16.5 ) (8.3 ) —
Proceeds from the exercise of stock-based compensation
0.1 — —
Excess tax benefit (shortfall) from stock-based compensation
1.0 (0.1 ) —
Purchases of treasury stock
(3.6 ) (1.1 ) (1.6 )

Net cash provided by (used in) financing activities
196.7 (2.2 ) (46.7 )
Effect of foreign currency exchange rate changes on cash and cash equivalents

13.3
(3.5
)
(1.9
)

(Decrease) increase in cash and cash equivalents
(47.1 ) 35.0 4.7
Cash and cash equivalents:

Beginning of year
122.2 87.2 82.5

End of year
$ 75.1 $ 122.2 $ 87.2

Supplemental disclosure of cash paid:

Cash paid for income taxes, net of refunds
$ 48.5 $ 42.7 $ 28.9
Cash paid for interest
39.2 24.1 20.1
Supplemental disclosure of noncash transactions:

Forfeiture of common stock for payment of exercise of stock options
$ 0.9 $ 0.8 $ 0.8
Distribution payable on unvested restricted stock
— 1.4 —
Distribution declared
— 4.8 —
Supplemental disclosure of noncash investing activities:

Property and equipment acquired
$ 0.3 $ 10.4 $ —
Goodwill acquired
308.2 253.5 —
Intangible assets acquired
111.0 120.4 —
Other assets acquired
5.2 66.1 —
Liabilities assumed
(63.8 ) (129.7 ) —
Issuance of common stock related to acquisition
— (344.5 ) —

See accompanying notes to consolidated financial statements.

Table of Contents

Bats Global Markets, Inc. (formerly known as BATS ~~GLOBAL MARKETS, INC. AND SUBSIDIARIES~~

~~Consolidated Statements of Income~~

~~Years ended December 31, 2014, 2013~~Global Markets, Inc.) and ~~2012~~

~~(In millions, except share and per share data)~~

2014 2013 2012
Revenues:

Transaction fees, including $494.6, $293.9 and $303.9 from related parties for the years ended December 31, 2014, 2013 and 2012, respectively
$ 1,009.9 $ 612.8 $ 645.3
Regulatory transaction fees, including $191.5, $81.4 and $94.3 from related parties for the years ended December 31, 2014, 2013 and 2012, respectively
272.0 127.4 148.1
Market data fees
110.3 59.4 60.3
Port fees and other
66.0 41.9 31.0

Total revenues
1,458.2 841.5 884.7
Cost of revenues:

Liquidity payments, including $456.0, $252.8 and $268.4 to related parties for the years ended December 31, 2014, 2013 and 2012, respectively
831.4 474.7 508.2
Section 31 fees
272.0 127.4 148.1
Routing and clearing, including $26.1, $3.4 and $26.8 to related parties for the years ended December 31, 2014, 2013 and 2012, respectively
47.1 42.5 51.3
Other
0.2 0.1 0.2

Total cost of revenues
1,150.7 644.7 707.8

Revenues less cost of revenues
307.5 196.8 176.9
Operating expenses:

Compensation and benefits
87.0 41.5 48.4
Depreciation and amortization
28.4 15.2 17.0
Systems and data communication
23.5 9.6 11.9
Occupancy
4.2 1.9 2.3
Professional and contract services
6.5 8.1 9.2
Regulatory costs
12.1 5.4 5.7
Changes in fair value of contingent consideration liability
— — 12.4
Impairment of assets
— 3.5 0.2
General and administrative
26.2 10.0 10.5

Total operating expenses
187.9 95.2 117.6

Operating income
119.6 101.6 59.3
Non-operating (expenses) income:

Interest and investment (expense) income
(27.3 ) (25.8 ) (0.6 )
Loss on extinguishment of debt
(13.6 ) — —
Equity in earnings in EuroCCP
1.1 — —
Other income (expense)
0.5 (0.2 ) (0.6 )

Income before income tax provision
80.3 75.6 58.1
Income tax provision

31.1
28.8
26.5

Net income
$ 49.2 $ 46.8 $ 31.6

Basic earnings per share
$ 1.56 $ 2.07 $ 1.40
Diluted earnings per share
$ 1.55 $ 2.06 $ 1.39
Cash distributions declared per common stock

$
7.82
$
—
$
17.62
Basic weighted average shares outstanding

31,618,707
22,641,629
22,508,811
Diluted weighted average shares outstanding
31,793,160 22,738,747 22,746,146

~~See accompanying notes to consolidated financial statements.~~

~~Table of Contents~~

~~BATS GLOBAL MARKETS, INC. AND SUBSIDIARIES~~

~~Consolidated Statements of Comprehensive Income~~

~~Years ended December 31, 2014, 2013 and 2012~~

~~(In millions)~~

2014 2013 2012
Net income
$ 49.2 $ 46.8 $ 31.6
Other comprehensive (loss) income, before tax:

Foreign currency translation adjustments
(15.0 ) 6.6 12.9
Unrealized holding gains (losses) on available-for-sale investments
— 0.1 (0.5 )
Less: Reclassification adjustments for gains (losses) included in interest and investment income
— (0.1 ) 0.7

Other comprehensive (loss) income, before tax
(15.0 ) 6.6 13.1
Income tax benefit (provision) related to components of other comprehensive (loss) income
5.7 (1.7 ) (4.8 )

Other comprehensive (loss) income, net of tax
(9.3 ) 4.9 8.3

Comprehensive income
$ 39.9 $ 51.7 $ 39.9

~~See accompanying notes to consolidated financial statements.~~

~~Table of Contents~~

~~BATS GLOBAL MARKETS, INC. AND SUBSIDIARIES~~
~~Consolidated Statements of Changes in Stockholders' Equity~~
~~Years ended December 31, 2014, 2013 and 2012~~
~~(In millions, except share data)~~

Common stock

Accumulated
other
comprehensive
(loss)
income, net

Voting
shares
outstanding Non-voting
shares
outstanding Class A
non-voting
shares
outstanding Class B
non-voting
shares
outstanding Par value Common
stock in
treasury Additional
paid-in
capital Retained
earnings
(deficit) Total
stockholders'
equity
Balance at December 31, 2011
22,190,242 189,500 — — $ 0.2 $ (11.5 ) $ 409.6 $ 52.0 $ (3.6 ) $ 446.7
Common stock issued under employee stock plans

364,705
—
—
—
—
(28.8
)
21.2
—
—
(7.6
)
Stock-based compensation
— — — — — — 5.6 — — 5.6
Excess tax benefits from stock-based compensation
— — — — — — 3.3 — — 3.3
Distribution
— — — — — — (314.1 ) (86.1 ) — (400.2 )
Other comprehensive income, net of tax
— — — — — — — — 8.3 8.3
Net income
— — — — — — — 31.6 — 31.6

Balance at December 31, 2012
22,554,947 189,500 — — 0.2 (40.3 ) 125.6 (2.5 ) 4.7 87.7
Common stock issued under employee stock plans

98,128
—
—
—
—
(1.0
)
0.7
—
—
(0.3
)
Share repurchases
(43,225 ) — — — — (1.4 ) — — — (1.4 )
Stock-based compensation
— — — — — — 2.2 — — 2.2
Excess tax expense from stock-based compensation
— — — — — — 0.1 — — 0.1
Other comprehensive income, net of tax
— — — — — — — — 4.9 4.9
Net income
— — — — — — — 46.8 — 46.8

Balance at December 31, 2013
22,609,850 189,500 — — $ 0.2 $ (42.7 ) $ 128.6 $ 44.3 $ 9.6 $ 140.0
Acquisition of Direct Edge Holdings LLC and recapitalization

2,726,534
(189,500
)
3,090,714
4,176,000
0.1
42.7
301.7
—
—
344.5
Common stock issued under employee stock plans
184,721 — — — — (1.0 ) 0.9 — — (0.1 )
Share repurchases
(26,257 ) — — — — (0.9 ) — — — (0.9 )
Stock-based compensation
— — — — — — 1.9 — — 1.9
Excess tax expense from stock-based compensation
— — — — — — 0.1 — — 0.1
Distribution
— — — — — — (170.5 ) (50.7 ) — (221.2 )
Other comprehensive loss, net of tax
— — — — — — — — (9.3 ) (9.3 )
Net income
— — — — — — — 49.2 — 49.2

Balance at December 31, 2014
25,494,848 — 3,090,714 4,176,000 $ 0.3 $ (1.9 ) $ 262.7 $ 42.8 $ 0.3 $ 304.2

~~See accompanying notes to consolidated financial statements.~~

~~Table of Contents~~

~~BATS GLOBAL MARKETS, INC. AND SUBSIDIARIES~~

~~Consolidated Statements of Cash Flows~~

~~Years ended December 31, 2014, 2013 and 2012~~

~~(In millions)~~

2014 2013 2012
Cash flows from operating activities:

Net income
$ 49.2 $ 46.8 $ 31.6
Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization
28.4 15.2 17.0
Amortization of debt issuance cost and debt discount
2.8 5.9 0.2
Change in fair value of contingent consideration
— — 12.4
Provision for uncollectable accounts receivable
0.3 0.1 0.2
Deferred income taxes
1.5 4.0 (1.0 )
Stock-based compensation
1.9 2.2 5.6
Loss on extinguishment of debt
13.6 — —
Loss on disposal of property and equipment
— 0.2 0.4
Equity in earnings in EuroCCP
(1.1 ) — —
Changes in assets and liabilities:

Receivables, including $35.9, $4.1 and $1.9 from related parties for the years ended December, 31, 2014, 2013 and 2012, respectively
(33.1 ) 7.1 (5.2 )
Trading financial investments, net
— 0.5 23.5
Prepaid and other assets
0.1 1.3 (3.2 )
Accounts payable and accrued expenses, including $14.9, $0.9 and $4.5 to related parties for the years ended December 31, 2014, 2013 and 2012, respectively
7.8 (1.7 ) (13.7 )
Section 31 fees payable
26.1 (14.5 ) (3.8 )
Payment of contingent consideration related to Chi-X Europe acquisition
— (3.8 ) (8.9 )
Other liabilities
1.8 (0.2 ) 10.0

Net cash provided by operating activities
99.3 63.1 65.1
Cash flows from investing activities:

Acquisition, net of cash acquired
23.8 — —
Purchases of available-for-sale financial investments
(169.4 ) (88.5 ) (162.8 )
Proceeds from maturities of available-for-sale financial investments
126.2 92.6 260.9
Proceeds from short term investments
— — 3.1
Purchase of intangible asset
— — 0.2
Investment in EuroCCP
— (10.3 ) —
Changes in restricted cash
(14.0 ) — —
Purchases of property and equipment
(25.2 ) (3.6 ) (6.9 )

Net cash (used in) provided by investing activities
(58.6 ) (9.8 ) 94.5
Cash flows from financing activities:

Distributions paid
(215.0 ) (0.1 ) (398.9 )
Payment of long term debt
(277.6 ) (45.0 ) —
Proceeds from long-term debt
499.9 — 300.0
Payment of contingent liability related to Chi-X Europe acquisition
— — (52.3 )
Debt issuance costs and debt discount
(8.3 ) — (19.5 )
Proceeds from the exercise of stock-based compensation
— — 0.4
Excess tax (expense) benefits from stock-based compensation
(0.1 ) — 3.3
Purchases of treasury stock
(1.1 ) (1.6 ) (8.0 )

Net cash used in financing activities
(2.2 ) (46.7 ) (175.0 )
Effect of foreign currency exchange rate changes on cash

(3.5
)
(1.9
)
(1.4
)

Increase (decrease) in cash and cash equivalents
35.0 4.7 (16.8 )
Cash and cash equivalents:

Beginning of year
87.2 82.5 99.3

End of year
$ 122.2 $ 87.2 $ 82.5

Supplemental disclosure of cash paid:

Cash paid for income taxes, net of refunds
$ 42.7 $ 28.9 $ 20.5
Supplemental disclosure of noncash transactions:

Forfeiture of common stock for payment of exercise of stock options
$ 0.8 $ 0.8 $ 20.8
Distribution payable on unvested restricted stock
1.4 — 1.3
Distribution declared
4.8 — —
Supplemental disclosure of noncash investing activities:

Property and equipment acquired
$ 10.4 $ — $ —
Goodwill acquired
253.5 — —
Intangible assets acquired
120.4 — —
Other assets acquired
66.1 — —
Liabilities assumed
(129.7 ) — —
Issuance of common stock related to acquisition
(344.5 ) — —

~~See accompanying notes to consolidated financial statements.~~

~~Table of Contents~~

~~BATS GLOBAL MARKETS, INC. AND SUBSIDIARIES~~Subsidiaries

Notes to Consolidated Financial Statements

December 31, 2015, 2014, ~~2013,~~ and ~~2012~~2013

(1) Nature of Operations

Bats Global Markets, Inc. (formerly known as BATS Global Markets, Inc.) and its consolidated subsidiaries (the Company or ~~BATS)~~Bats) is a global financial technology company that ~~develops~~provides trade execution, market data, trade reporting, connectivity and ~~operates electronic markets for the trading of~~risk management solutions to brokers, market makers, asset managers and other market participants, ultimately benefiting retail and institutional investors across multiple asset classes. The Company's asset classes comprise listed cash equity securities in the United States (U.S.) and Europe, ~~and~~ listed equity options in the ~~U.S.~~United States, and institutional spot foreign currency (FX) globally. The Company is headquartered in the Kansas City, Missouri, area with additional offices in New York, New York, ~~Jersey City, New Jersey,~~ Chicago, Illinois and London, United Kingdom (U.K.). and Singapore.

In the United States, the Company operates four national securities exchanges, Bats BZX Exchange, Inc. (formerly known as BATS Exchange, Inc.) (BZX), Bats BYX Exchange, Inc. (formerly known as BATS Y-Exchange, Inc.) (BYX), Bats EDGX Exchange, Inc. (formerly known as EDGX Exchange, Inc.) (EDGX) and Bats EDGA Exchange, Inc. (formerly known as EDGA Exchange, Inc.) (EDGA). All trade listed cash equity securities and exchange-traded products (ETPs), such as exchange-traded funds (ETFs), but each target different market segments by offering different pricing alternatives. BZX and EDGX also ~~operates a market~~operate markets for trading listed equity options and the Company ~~also~~ lists ~~ETFs~~ETPs on BZX. The Company ~~also~~ operates ~~two broker-dealers,~~a broker-dealer, Bats Trading, Inc. (formerly known as BATS Trading, Inc.) (Trading), that provides routed transaction services for listed cash equity securities and equity options on BZX, ~~and~~ BYX, ~~and Direct Edge ECN, LLC (DE Route), that provides routed transaction services for listed cash equity securities on~~ EDGX and EDGA.

In Europe, the Company's Recognised Investment Exchange (RIE), ~~BATS~~Bats Trading Limited (BTL), offers trading in listed cash equity securities across 2523 European indices and 15 major European markets. In addition, BTL also lists ~~ETFs.~~ETPs. Chi-X Europe Limited (Chi-X Europe) provides routed transaction services for listed cash equities within the European market. BTL and Chi-X Europe combined are referred to as ~~BATS Chi-X~~Bats Europe.

Globally, the Company serves the FX market, the world's largest asset class, with its Hotspot platform. Hotspot provides institutional spot FX services through electronic marketplaces in New York and London where buyers and sellers worldwide can trade directly and anonymously with each other.

(2) Summary of Significant Accounting Policies

(a) Principles of Accounting

The Company follows accounting standards established by the Financial Accounting Standards Board (FASB) to report its financial condition, results of operations and cash flows. References to accounting principles generally accepted in the ~~U.S.~~United States. (GAAP) in these footnotes are to the FASB Accounting Standards Codification (ASC or Codification).

(b) Basis of Presentation

The accompanying financial statements are presented on a consolidated basis to include the accounts and transactions of ~~BATS~~Bats Global Markets, Inc. and its wholly owned subsidiaries and all significant intercompany accounts and transactions have been eliminated. Certain prior period amounts have been reclassified to conform to current period presentation. As of December 31, 2015, the Company changed its name from BATS Global Markets, Inc. to Bats Global Markets, Inc.

Table of Contents

Bats Global Markets, Inc. (formerly known as BATS Global Markets, Inc.) and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
December 31, 2015, 2014, and 2013
(2) Summary of Significant Accounting Policies (Continued)
(c)   Use of Estimates
        The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as well as disclosure of the amounts of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ materially from those estimates. Material estimates that are particularly susceptible to significant change in the near term include the receivable for market data fees, the valuation of goodwill and unrecognized tax benefits.

~~Table of Contents~~

~~BATS GLOBAL MARKETS, INC. AND SUBSIDIARIES~~
~~Notes to Consolidated Financial Statements (Continued)~~
~~December 31, 2014, 2013, and 2012~~
~~(2) Summary of Significant Accounting Policies (Continued)~~
(d)   Cash and Cash Equivalents
        The Company's cash and cash equivalents are exposed to concentrations of credit risk. The Company maintains cash at various financial institutions and brokerage firms which, at times, may be in excess of the federal depository insurance limit. The Company's management regularly monitors these institutions and believes that the potential for future loss is remote. The Company considers all liquid investments with original or acquired maturities of three months or less to be cash equivalents.
(e)   Restricted Cash
        The Company classifies cash not available for immediate use due to regulatory and other requirements as restricted cash, and presents it separately on the consolidated statements of financial condition.
(f)    Financial Investments
        Financial investments are classified as trading or available-for-sale.
        Trading financial investments represent financial investments held by the broker-dealer subsidiaries that retain the industry-specific accounting classification required for broker-dealers. These investments are recorded at fair value with unrealized gains and losses reflected within interest ~~and investment (expense) income~~expense, net in the consolidated statements of income.
        Available-for-sale financial investments are comprised of the financial investments not held by the broker-dealer subsidiaries. Unrealized gains and losses, net of income taxes, are included as a component of accumulated other comprehensive (loss) income in the accompanying consolidated statements of financial condition.
        Interest on financial investments, including amortization of premiums and accretion of discounts, is recognized as income when earned. Realized gains and losses on financial investments are calculated using the specific identification method and are included in interest ~~and investment (expense) income~~expense, net in the accompanying consolidated statements of income.
        A decline in the market value of any available-for-sale investment below carrying amount that is deemed to be other-than-temporary results in an impairment to reduce the carrying amount to realizable value. To determine whether an impairment is other-than-temporary, the Company considers all available information relevant to the collectability of the investment, including past events, current conditions, and reasonable and supportable forecasts when developing estimate of cash flows expected

Table of Contents

Bats Global Markets, Inc. (formerly known as BATS Global Markets, Inc.) and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
December 31, 2015, 2014, and 2013
(2) Summary of Significant Accounting Policies (Continued)
to be collected. Evidence considered in this assessment includes the reasons for the impairment, the severity and duration of the impairment, changes in value subsequent to year-end, forecasted performance of the investee, and the general market condition in the geographic area or industry in which the investee operates.
(g)   Accounts Receivable, Net
        Accounts receivable are concentrated with the Company's member firms and market data distributors and are carried at cost. On a periodic basis, management evaluates the Company's receivables and determines an appropriate allowance for uncollectible accounts receivable based on

~~Table of Contents~~

~~BATS GLOBAL MARKETS, INC. AND SUBSIDIARIES~~
~~Notes to Consolidated Financial Statements (Continued)~~
~~December 31, 2014, 2013, and 2012~~
~~(2) Summary of Significant Accounting Policies (Continued)~~
anticipated collections. In circumstances where a specific customer's inability to meet its financial obligations is probable, the Company records a specific provision for uncollectible accounts against amounts due to reduce the receivable to the amount the Company estimates will be collected. Once the Company determines an allowance for an uncollectible account is necessary, interest on the receivable ceases to be accrued. See note 67 for allowance for doubtful accounts activity.
(h)   Property and Equipment, Net
        Property and equipment, net is stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated lives of the assets, generally ranging from three to seven years. Expenditures for repairs and maintenance are charged to expense as incurred. Depreciation of leasehold improvements is calculated using the straight-line method over the shorter of the related lease term or the estimated useful life of the assets.
        Long-lived assets to be held and used are reviewed to determine whether any events or changes in circumstances indicate that the carrying amounts of the assets may not be recoverable. The Company bases this evaluation on such impairment indicators as the nature of the assets, the future economic benefit of the assets, any historical or future profitability measurements, as well as other external market conditions or factors that may be present. If such impairment indicators are present that would indicate that the carrying amount of any asset may not be recoverable, the Company determines whether an impairment has occurred through the use of an undiscounted cash flow analysis of the asset at the lowest level for which identifiable cash flows exist. In the event of impairment, the Company recognizes a loss for the difference between the carrying amount and the estimated value of the asset as measured using quoted market prices or, in the absence of quoted market prices, a discounted cash flow analysis.
        The Company accounts for software development costs under ASC Topic 350,Intangibles—Goodwill and Other. The Company expenses software development costs as incurred during the preliminary project stage, while capitalizing costs incurred during the application development stage, which includes design, coding, installation and testing activities.
(i)    Goodwill and Intangible Assets, Net
        Goodwill represents the excess of purchase price over the value assigned to the net tangible and identifiable intangible assets of a business acquired. Goodwill is allocated to the Company's reporting units based on the assignment of the fair values of each reporting unit of the acquired company. The

Table of Contents

Bats Global Markets, Inc. (formerly known as BATS Global Markets, Inc.) and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
December 31, 2015, 2014, and 2013
(2) Summary of Significant Accounting Policies (Continued)
Company tests goodwill for impairment at the reporting unit level annually, or in interim periods if certain events occur indicating that the carrying value may be impaired. The impairment test is performed during the fourth quarter using December 1^st carrying values, and if the fair value of the reporting unit is found to be less than the carrying value, an impairment loss is recorded. The Company completed its annual goodwill impairment test in the fourth quarter of ~~2014~~2015 and determined that no impairment existed.
        Intangible assets, net, primarily include acquired trademarks and trade names, customer relationships, strategic alliance agreements, licenses and registrations and non-compete agreements.

~~Table of Contents~~

~~BATS GLOBAL MARKETS, INC. AND SUBSIDIARIES~~
~~Notes to Consolidated Financial Statements (Continued)~~
~~December 31, 2014, 2013, and 2012~~
~~(2) Summary of Significant Accounting Policies (Continued)~~
Intangible assets with finite lives are amortized based on the discounted cash flow method applied over the estimated useful lives of the intangible assets.
        Intangible assets deemed to have indefinite useful lives are not amortized, but instead are tested for impairment at least annually, usually concurrently with goodwill. Impairment exists if the fair value of the asset is less than the carrying amount, and in that case, an impairment loss is recorded. The Company has performed the required intangible assets impairment tests and the determined that the strategic alliance intangible asset iswas impaired as of December 31, 2013. The value of the asset was written off to impairment of assets in the consolidated statements of income.
(j)    Foreign Currency
        The financial statements of foreign subsidiaries where the functional currency is not the U.S. dollar are translated into U.S. dollars using the exchange rate in effect as of each statement of financial condition date. Statements of income and cash flow amounts are translated using the average exchange rate during the period. The cumulative effects of translating the statement of financial condition accounts from the functional currency into the U.S. dollar at the applicable exchange rates are included in accumulated other comprehensive (loss) income, net in the statements of financial condition. Foreign currency gains and losses are recorded as other income (expense), net in the consolidated statements of income. The Company's operations in the United Kingdom and Singapore are recorded in Pounds sterling and Singapore dollars, respectively.
(k)   Income Taxes
        Deferred taxes are recorded on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.
        The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based upon the technical merits of the position. The tax benefit recognized in the consolidated financial statements from such a position is measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. Also, interest and penalties expense is recognized on the full

Table of Contents

Bats Global Markets, Inc. (formerly known as BATS Global Markets, Inc.) and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
December 31, 2015, 2014, and 2013
(2) Summary of Significant Accounting Policies (Continued)
amount of deferred benefits for uncertain tax positions. The Company's policy is to include interest and penalties related to unrecognized tax benefits in the income tax provision within the consolidated statements of income.
(l)    Revenue Recognition
Transaction Fees and Liquidity Payments
        Under the Company's "maker-taker" pricing model on BZX, EDGX and the Company's RIE, a member posting an order (the liquidity maker) is paid a rebate (recorded in liquidity payments) for an execution occurring against that order, and a member executing against an order resting on the

~~Table of Contents~~

~~BATS GLOBAL MARKETS, INC. AND SUBSIDIARIES~~
~~Notes to Consolidated Financial Statements (Continued)~~
~~December 31, 2014, 2013, and 2012~~
~~(2) Summary of Significant Accounting Policies (Continued)~~
Company's book (the liquidity taker) is charged a fee (recorded in transaction fees). As a result, transaction fees consist of "taker" fees and routing fee revenues charged on securities that are routed to another market center. Transaction fees and liquidity payments are considered earned and incurred upon execution of a trade and are recognized on a trade-date basis and recorded on a gross basis in revenues and cost of revenues.
        Under the Company's "taker-maker" pricing model on BYX and EDGA, a liquidity taker is paid a rebate (recorded in liquidity payments) for an execution occurring against that order and a liquidity maker is charged a fee (recorded in transaction fees) for posting such an order. Transaction fees and liquidity payments are considered earned and incurred upon execution of a trade and are recognized on a trade-date basis and recorded on a gross basis in revenues and cost of revenues.
        On the Company's FX platform, the customer is charged a transaction fee regardless of whether it is adding or removing liquidity from the market.
Market Data Fees
        Market data fees are earned from U.S. tape plans, including the Unlisted Trading Privileges Plan (UTP), the Consolidated Tape Association Plan (CTA), and the Options Price Reporting Authority, LLC (OPRA), and also proprietary market data products. Fees collected from tape plan subscribers, net of plan costs, from UTP and CTA are allocated and distributed to plan participants according to their share of tape fees based on a formula required by Securities and Exchange Commission (SEC) Regulation NMS that takes into account both trading and quoting activity. Fees from the CTA and UTP are estimated and recognized on a monthly basis and received approximately 45 days after quarter end. Market data fees from OPRA are allocated based upon the share of total options transactions cleared for each of the OPRA members. Fees from OPRA are estimated and recognized on a monthly basis and received approximately 30 days after quarter end. The Company also charges data subscribers directly for proprietary market data in its U.S. Equities and European Equities segments. The proprietary market data fees are recognized ~~on a~~ monthly, ~~basis.~~as the subscription fees are earned.
Regulatory Transaction and Section 31 Fees
        BZX, BYX, EDGX and EDGA, as U.S. exchanges, are assessed Section 31 fees pursuant to the Securities Exchange Act of 1934 (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

Table of Contents

Bats Global Markets, Inc. (formerly known as BATS Global Markets, Inc.) and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
December 31, 2015, 2014, and 2013
(2) Summary of Significant Accounting Policies (Continued)
securities markets and securities professionals. These fees are paid directly to the SEC by the four exchanges. The exchanges, in turn, collect regulatory transaction fees that are designed to equal to the Section 31 fees from their members. The Company acts as the principal versus an agent on these transactions, and therefore these transactions are reported gross in the consolidated statements of income. BZX, BYX, EDGX and EDGA collect the regulatory transaction fees as a pass-through charge from members executing eligible trades and recognize these amounts in revenues, and the related Section 31 fees in cost of revenues as incurred on a settlement-date basis. Regulatory transaction fees received are included in cash and cash equivalents and financial investments in the consolidated statements of financial condition at the time of receipt. As required by law, the amount due to the SEC is remitted semiannually and recorded as Section 31 fees payable in the consolidated statements of financial condition until paid. Because the Company holds the funds received until payment is remitted to the SEC, the Company earns interest on the related balances.

~~Table of Contents~~

~~BATS GLOBAL MARKETS, INC. AND SUBSIDIARIES~~
~~Notes to Consolidated Financial Statements (Continued)~~
~~December 31, 2014, 2013, and 2012~~
~~(2) Summary of Significant Accounting Policies (Continued)~~
Port Fees
        Port fees are generated primarily from connectivity services related to each of the electronic markets. Port fees are recognized on a monthly basis.
Concentrations of Revenue and Liquidity Payments
        For the years ended December 31, 2015, 2014 and 2013, one member accounted for 11%, 12% and 10%, respectively, of the Company's transaction fees. For the ~~year ended December 31, 2012, no members accounted for more than 10% of the Company's transaction fees. For the~~ years ended December 31, 2015, 2014 and 2013, approximately 5%, 9% and ~~2012, approximately 9%,~~ 12% ~~and 10%~~, respectively, of total liquidity payments each year were paid to one member, substantially all of which is recorded in the U.S. Equities segment. No other members accounted for more than 10% of the Company's transaction fees or liquidity payments during the years ended December 31, 2015, 2014 and 2013, and ~~2012.~~no member accounted for more than 10% of the Company's total revenue during the years ended December 31, 2015, 2014 and 2013.
        No member is contractually or otherwise obligated to continue to use the Company's services. The loss of, or a significant reduction of, participation by these members may have a material adverse effect on the Company's business, financial position, results of operations and cash flows.
(m)  Earnings Per Share
        The Company presents both basic and diluted earnings per share. Basic earnings per share is computed by dividing net income by the weighted average number of common shares outstanding during the period. Diluted earnings per share is computed by dividing net income by the sum of the weighted average number of common shares and dilutive common share equivalents outstanding.
(n)   Stock-Based Compensation
        The Company grants stock-based compensation to its employees through awards of stock options and restricted stock. The Company records stock-based compensation expense for all stock-based compensation granted based on the grant-date fair value. The Company recognizes compensation expense related to stock-based compensation awards with graded vesting that have a service condition on a straight-line basis over the requisite service period of the entire award.

Table of Contents

Bats Global Markets, Inc. (formerly known as BATS Global Markets, Inc.) and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
December 31, 2015, 2014, and 2013
(2) Summary of Significant Accounting Policies (Continued)
        The amount of stock-based compensation expense related to awards of restricted stock is based on the fair value of ~~BATS~~Bats Global Markets, Inc. common stock at the date of grant. The fair value is based on a current market-based transaction of the Company's common stock. If a market-based transaction of the Company's common stock is not available, then the fair value is based on an independent third-party valuation using equal weighting of two valuation analysis techniques, discounted cash flows and valuation multiples observed from publicly traded companies in a similar industry.
        The amount of future stock-based compensation expense related to awards of stock options is based on the Black-Scholes valuation model. Assumptions used to estimate the grant-date fair value of stock options are determined as follows:
•
Expected term is determined using the simplified method, using the average between the contractual term and vesting period of the award. The simplified method was used due to the lack of historical information;

•
Expected volatility of award grants made under the Company's plan is measured using the weighted average of historical daily changes in the market price of the common stock of comparable public companies over the period equal to the expected term of the award or a

~~Table of Contents~~

~~BATS GLOBAL MARKETS, INC. AND SUBSIDIARIES~~
~~Notes to Consolidated Financial Statements (Continued)~~
~~December 31, 2014, 2013, and 2012~~
~~(2) Summary of Significant Accounting Policies (Continued)~~
minimum of two years if comparable public company historical market prices are not available for the entire expected term;

•
Expected dividend rate is determined based on expected dividends to be declared;

•
Risk-free interest rate is equivalent to the implied yield on zero-coupon U.S. Treasury bonds with a maturity equal to the expected term of the awards; and

•
Forfeitures are based on the history of cancellations of awards granted and management's analysis of potential forfeitures.
(o)   Business Combinations
        The Company accounts for business combinations in accordance with ASC Topic 805,Business Combinations, which requires identifiable assets, liabilities and goodwill acquired in a business combination to be recorded at fair value at the acquisition date. Additionally, ASC Topic 805 requires transaction-related costs to be expensed in the period incurred.
(p)   Debt Issuance Costs
        The Company accounts for debt issuance cost in accordance with ASC Topic 470,Debt, which requires that all costs incurred to issue debt be capitalized and amortized over the life of the loan using the interest method.
(q)   Equity Method Investment
        In general, the equity method of accounting is used when the Company owns 20% to 50% of the outstanding voting stock of a company and when it is able to exercise significant influence over the operating and financial policies of a company. The Company has an investment where it has significant influence and as such accounts for the investments under the equity method of accounting. The

Table of Contents

Bats Global Markets, Inc. (formerly known as BATS Global Markets, Inc.) and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
December 31, 2015, 2014, and 2013
(2) Summary of Significant Accounting Policies (Continued)
Company records the pro-rata share of earnings or losses each period and records any dividends received as a reduction in the investment balance. The equity method investment is evaluated for other-than-temporary declines in value by considering a variety of factors such as the earnings capacity of the investment and the fair value of the investment compared to its carrying amount. If the estimated fair value of the investment is less than the carrying amount and the decline in value is considered to be other than temporary, the excess of the carrying amount over the estimated fair value is recognized in the financial statements as an impairment.
(3) Recent Accounting Pronouncements
        In May 2014, the FASB issued Accounting Standards Update, or ASU, 2014-09,Revenue from Contracts with Customers (Topic 606), which supersedes the revenue recognition guidance in ASC 605,Revenue Recognition. The new revenue recognition standard sets forth a five-step revenue recognition model to determine when and how revenue is recognized. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration it expects to receive in exchange for those goods or services. The standard also requires more detailed disclosures. The standard provides alternative methods of initial adoption and is effective for the Company on January 1, 2017. Early adoption is not permitted. In August 2015, the FASB issued ASU 2015-14, which deferred the effective date of ASU 2014-09 to January 1, 2018. The Company is currently assessing the impact that this standard will have on the consolidated financial statements.
        In February 2015, the FASB issued ASU 2015-02,Consolidation (Topic 810). The ASU modifies the way a reporting entity evaluates whether or not it must consolidate certain legal entities into its consolidated financial statements. The standard is effective for the Company on January 1, 2016. Early adoption is permitted, however the Company will implement with the consolidated financial statements for the year ended December 31, 2016 The ASU will have no impact to the consolidated financial statements.
        In April 2015, the FASB issued ASU 2015-03,Interest—Imputation of Interest (Subtopic 835-30). The ASU simplifies the presentation of debt issuance cost on the consolidated statement of financial condition by requiring that the debt issuance cost related to a recognized debt liability be presented as a direct deduction from the carrying amount of that debt liability, instead of as an asset. The recognition and measurement guidance for debt issuance costs are not affected by this ASU. The ASU is effective for the Company on January 1, 2016 and does not have a material impact to the consolidated financial statements.
        In September 2015, the FASB issued ASU 2015-16,Business Combinations (Topic 805). This standard simplifies the accounting for adjustments made to provisional amounts recognized in a business combination. First, it requires that the acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amount is determined. The acquirer also should record, in the same period's financial statements, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date. The amendments should be applied prospectively to adjustments to provisional amounts that are identified after December 15, 2015 and that are within the measurement period.

Table of Contents

Bats Global Markets, Inc. (formerly known as BATS Global Markets, Inc.) and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
December 31, 2015, 2014, and 2013
(3) Recent Accounting Pronouncements (Continued)
Upon transition, an entity would be required to disclose the nature of, and reason for, the change in accounting principle. An entity would provide that disclosure in the first annual period of adoption and in the interim periods within the first annual period. This ASU will have no impact on the consolidated financial statements.
        In November 2015, the FASB issued ASU 2015-17,Income Taxes—Balance Sheet Classification of Deferred Taxes (Topic 740). This standard affects only entities that present a classified statement of financial position. Deferred tax liabilities and assets will be classified as noncurrent in a classified statement of financial condition and the current requirement that deferred tax liabilities and assets of a tax-paying component of an entity be offset and presented as a single amount remains the same. The Company will adopt this ASU retrospectively in the first quarter of 2016. Adoption will not have a material effect on the consolidated financial statements.
        In January 2016, the FASB issued ASU 2016-01,Financial Instruments—Overall (Subtopic 825-10). This standard primarily affects the accounting for equity investments, financial liabilities under the fair value option, and the presentation and disclosure requirements for financial instruments. In addition, the FASB clarified guidance related to the valuation allowance assessment when recognizing deferred tax assets resulting from unrealized losses on available-for-sale debt securities. Under this ASU, unrecognized gains and losses from available-for-sale securities will be recognized through net income. This ASU is effective for the Company on January 1, 2018. Adoption will not have a material effect on the consolidated financial statements.
        In February 2016, the FASB issued ASU 2016-02,Leases, (Topic 842). The ASU will require organizations that lease assets—referred to as "lessees"—to recognize on the consolidated statement of financial condition the assets and liabilities for the rights and obligations created by those leases. The ASU is effective for the Company beginning on January 1, 2019. The Company is still evaluating the effect of this ASU on the consolidated financial statements.
(4) Acquisitions and Recapitalization
Direct Edge ~~Acquisition and Recapitalization~~
        On January 31, 2014 (the Direct Edge Acquisition Date), the Company acquired 100% of the outstanding common stock of Direct Edge Holdings LLC (Direct Edge) (the ~~Transaction). On January 31, 2014 (the Acquisition Date), the Company acquired~~ Direct Edge ~~Holdings LLC (Direct Edge) (the~~ Transaction). The Direct Edge Transaction is intended to combine operations to increase market share for the U.S. Equities segment. In conjunction with the Direct Edge Transaction, the Company recapitalized its voting and non-voting common stock into a newly formed parent entity, and one legacy Direct Edge member was issued solely Class A non-voting shares of the new parent entity and, at their request, certain other

~~Table of Contents~~

~~BATS GLOBAL MARKETS, INC. AND SUBSIDIARIES~~
~~Notes to Consolidated Financial Statements (Continued)~~
~~December 31, 2014, 2013, and 2012~~
~~(3) Direct Edge Acquisition and Recapitalization (Continued)~~
legacy ~~BATS~~Bats stockholders and Direct Edge members were issued voting shares and Class B non-voting shares of the new parent entity. All other legacy ~~BATS~~Bats stockholders and Direct Edge members were issued voting shares in the new parent entity.
        The results of Direct Edge's operations have been included in the consolidated financial statements since the Direct Edge Acquisition Date.

Table of Contents

Bats Global Markets, Inc. (formerly known as BATS Global Markets, Inc.) and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
December 31, 2015, 2014, and 2013
(4) Acquisitions and Recapitalization (Continued)
        The acquisition-date fair value of the consideration transferred totaled $386.2 million, which consisted of the following (in millions):
Fair value of consideration transferred:

Cash
$ 12.5
Fair value of share outlay
344.5
Change in control payments
29.2

Total purchase price
$ 386.2

        The Company issued 9.8 million shares of common stock valued at $35.14 per share. The fair value was based on a third-party valuation that used a discounted cash flow model and valuation multiples observed of publicly traded companies in a similar industry.
        The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the Direct Edge Acquisition Date (in millions):
Cash and cash equivalents
$ 65.5 $ 65.5
Other current assets
66.1 66.1
Property and equipment
10.4 10.4
Identifiable intangible assets
120.4 120.4
Goodwill
253.5 253.5
Liabilities
(129.7 )
Accounts payable and accrued expenses
(53.4 )
Section 31 fees payable
(44.8 )
Deferred income taxes
(9.4 )
Unrecognized tax benefits
(0.6 )
Other liabilities
(21.5 )

$ 386.2 $ 386.2

        Of the identifiable intangible assets recognized, $71.9 million was assigned to licenses and registrations and has an indefinite useful life. Therefore, this intangible asset will not be amortized, but its impairment will be evaluated at least annually. The remaining intangible assets will be amortized over the following useful lives:
Assets
Useful life Balance at
acquisition
date (in millions) Useful life Balance at
acquisition
date
(in millions)
Customer relationships
16 years $ 43.0 16 years $ 43.0
Non-compete agreements
2 years 3.9 2 years 3.9
Trademarks/trade names
1 year 1.6 1 year 1.6

~~Table of Contents~~

~~BATS GLOBAL MARKETS, INC. AND SUBSIDIARIES~~
~~Notes to Consolidated Financial Statements (Continued)~~
~~December 31, 2014, 2013, and 2012~~
~~(3) Direct Edge Acquisition and Recapitalization (Continued)~~
        The goodwill acquired was assigned to the ~~U.S~~U.S. Equities segment, as further described in note 8.9. The goodwill recognized is attributable primarily to expected synergies of the combined workforce and technologies of ~~BATS~~Bats and Direct Edge. No goodwill was deductible for tax purposes.

Table of Contents

Bats Global Markets, Inc. (formerly known as BATS Global Markets, Inc.) and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
December 31, 2015, 2014, and 2013
(4) Acquisitions and Recapitalization (Continued)
        The fair value of accounts receivable acquired was $27.5 million. The gross amount of accounts receivable was $27.6 million, of which $0.1 million was deemed to be uncollectable.
        The Company recognized ~~$18.4~~$18.5 million and $4.4 million of Direct Edge acquisition-related costs expensed during the years ended December 31, 2014 and 2013, respectively. These costs are included in compensation and benefits and professional and contract services in the consolidated statements of income.
        The amounts of revenue and operating income of Direct Edge are included in the Company's consolidated statements of income from the Direct Edge Acquisition Date to the period ending December 31, 2014 are as follows (in millions):
Revenue
$ 529.4
Operating income
10.4
Net income
16.8
        The following unaudited pro forma financial information presents the combined results of the Company and Direct Edge had the acquisition date been January 1, 2013 (in millions):

Fiscal Year ended
December 31,

2014 2013
Revenue
$ 1,509.1 $ 1,415.4
Operating income
132.6 132.3
Net income
67.4 62.0
Earnings per share:

Basic
$ 2.13 $ 1.96
Diluted
2.12 1.95
        The supplemental 2014 and 2013 pro forma amounts have been calculated after applying the Company's accounting policies and adjusting the results to reflect the additional depreciation and amortization that would have been charged assuming the adjusted fair values of property and equipment and acquired intangible assets had been applied on January 1, 2013. The supplemental 2014 and 2013 pro forma financial information includes pro forma adjustments of $44.3 million and $4.4 million, respectively, for acquisition related costs, such as fees to investment bankers, attorneys, accountants and other professional advisors and severance to employees.
Hotspot
        On March 13, 2015 (the Hotspot Acquisition Date), the Company completed the acquisition of Hotspot FX Holdings LLC (Hotspot) (the Hotspot Transaction) from a related party for $365 million in cash and a contingent consideration liability estimated at $62.6 million. This acquisition represents further expansion into non-equity trading businesses for the Company.
        The results of Hotspot's operations have been included in the consolidated financial statements since the Hotspot Acquisition Date and were included in the Global FX segment. The Company

Table of Contents

Bats Global Markets, Inc. (formerly known as BATS Global Markets, Inc.) and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
December 31, 2015, 2014, and 2013
(4) Acquisitions and Recapitalization (Continued)
elected to push down the purchase accounting of Hotspot to the lowest operating entity within that segment.
        The acquisition-date fair value of the consideration transferred totaled $430.1 million, which consisted of the following (in millions):
Cash
$ 365.0
Contingent consideration liability
62.6
Working capital payment
2.5

Total purchase price
$ 430.1

        The contingent consideration liability represents a tax sharing arrangement with the seller for payment of 70% of the tax benefit from the amortization resulting from the Hotspot Transaction for the first three years after the Hotspot Acquisition Date and 50% of the tax benefit for the remaining twelve years. For a 30 day period after the third anniversary of the Hotspot Acquisition Date, the Company and the seller have the option to settle the remaining liability for $50.0 million. If neither the Company nor the former owner exercises such option, the payments will continue through 2030. The payments are contingent on the Company generating sufficient taxable net income to pay such tax benefits to the former owner. The estimated undiscounted outcomes of all future payments are in the range of $70.0 million to $91.9 million.
        The fair value of the contingent consideration liability at the Hotspot Acquisition Date was estimated using a probability-weighted discounted cash flow method, represents a Level 3 measurement as defined in ASC Topic 820, and changes in fair value are recorded in operating expenses in the statements of income.
        The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the Hotspot Acquisition Date (in millions):
Cash and cash equivalents
$ 6.6
Other current assets
5.2
Property and equipment
0.3
Identifiable intangible assets
111.0
Goodwill
308.2
Liabilities
(1.2 )

$ 430.1

        Of the identifiable intangible assets recognized, $15.3 million was assigned to trademark/trade name and has an indefinite useful life. Therefore, this intangible asset will not be amortized, but its

Table of Contents

Bats Global Markets, Inc. (formerly known as BATS Global Markets, Inc.) and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
December 31, 2015, 2014, and 2013
(4) Acquisitions and Recapitalization (Continued)
impairment will be evaluated at least annually. The remaining intangible assets will be amortized over the following useful lives:
Assets
Useful life Balance at
acquisition
date
(in millions)
Customer relationships
18 years $ 81.2
Technology
6 years 12.6
Non-compete agreements
1 year 1.9
        The goodwill acquired was assigned to the Global FX segment, as further described in note 9. The goodwill recognized is attributable primarily to expected synergies of the combined workforce and technologies of Bats and Hotspot. Goodwill deductible for tax purposes is $247.9 million.
        The fair value of accounts receivable acquired was $5.2 million. The gross amount of accounts receivable was $5.3 million, of which $0.1 million was deemed to be uncollectable.
        The Company recognized $7.4 million of Hotspot acquisition-related costs expensed during the year ended December 31, 2015. These costs are included in compensation and benefits, professional and contract services, and change in fair value of contingent consideration liability to related party in the consolidated statements of income.
        The amounts of revenue and operating income of Hotspot are included in the Company's consolidated statements of income from the Hotspot Acquisition Date to the year ended December 31, 2015 are as follows (in millions):
Revenue
$ 37.9
Operating loss
(2.0 )
Net loss
(2.2 )
        The following unaudited pro forma financial information presents the combined results including Hotspot had the acquisition date been January 1, 2014 (in millions, except earnings per share):

Fiscal Year ended
December 31,

2015 2014
Revenue
$ 1,787.8 $ 1,504.5
Operating income
187.0 118.0
Net income
83.3 35.5
Earnings per share:

Basic
$ 2.56 $ 1.12
Diluted
2.55 1.12
        The supplemental 2015 and 2014 pro forma amounts have been calculated after applying the Company's accounting policies and adjusting the results to reflect the additional depreciation and amortization that would have been charged assuming the adjusted fair values of property and equipment and acquired intangible assets had been applied on January 1, 2014. The supplemental 2015

Table of Contents

Bats Global Markets, Inc. (formerly known as BATS Global Markets, Inc.) and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
December 31, 2015, 2014, and 2013
(4) Acquisitions and Recapitalization (Continued)
pro forma financial information includes pro forma adjustments of $0.8 million for Hotspot acquisition-related costs, such as fees to investment bankers, attorneys, accountants and other professional advisors and severance to employees.
(5) Severance
        Subsequent to the ~~Acquisition Date,~~Direct Edge Transaction, the Company determined that certain Direct Edge employees' positions were redundant. As such, the Company communicated employee termination benefits to these Direct Edge employees. Certain employees were terminated in 2014, while others ~~have a termination date~~were terminated in the first quarter of 2015.

~~Table of Contents~~

~~BATS GLOBAL MARKETS, INC. AND SUBSIDIARIES~~
~~Notes to Consolidated Financial Statements (Continued)~~
~~December 31, 2014, 2013, and 2012~~
~~(4) Severance (Continued)~~
        The following is a summary of the employee termination benefits recognized within compensation and benefits in the consolidated statements of income (in millions):

U.S. Equities U.S. Equities
Balance at December 31, 2013
$ — $ —
Termination benefits accrued
16.7 16.7
Termination payments made
(4.2 ) (4.2 )

Balance at December 31, 2014
$ 12.5 $ 12.5
Termination benefits accrued
0.7
Termination payments made
(12.6 )

Balance at December 31, 2015
$ 0.6

~~(5)~~(6) Investments
Financial Investments
        The Company's financial investments with original or acquired maturities longer than three months, but that mature in less than one year from the statement of financial condition date are classified as current assets and are summarized as follows (in millions):

December 31, 2014 December 31, 2015

Cost
basis Unrealized
gains Unrealized
losses Fair
value Cost basis Unrealized gains Unrealized losses Fair value
Available-for-sale:

U.S. Treasury securities
$ 61.4 $ — $ — $ 61.4 $ 47.2 $ — $ — $ 47.2

Total financial investments
$ 61.4 $ — $ — $ 61.4 $ 47.2 $ — $ — $ 47.2

December 31, 2013 December 31, 2014

Cost
basis Unrealized
gains Unrealized
losses Fair
value Cost basis Unrealized gains Unrealized losses Fair value
Available-for-sale:

U.S. Treasury securities
$ 18.2 $ — $ — $ 18.2 $ 61.4 $ — $ — $ 61.4

Total financial investments
$ 18.2 $ — $ — $ 18.2 $ 61.4 $ — $ — $ 61.4

Table of Contents

Bats Global Markets, Inc. (formerly known as BATS Global Markets, Inc.) and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
December 31, 2015, 2014, and 2013
(6) Investments (Continued)
Equity Method Investment
        In 2013, the Company acquired a 25% ownership interest in the European Multilateral Clearing Facility, N.V. (EMCF) for $10.3 million. In January 2014, EMCF changed its name to European Central Counterparty N.V. (EuroCCP). This investment is recorded as an equity method investment in the European Equities segment, as the Company shares in the proportionate results of the entity and has significant influence over the entity, but does not control the entity. This investment is recorded at ~~$10.8~~$11.4 million and ~~$10.3~~$10.8 million at December 31, 2015 and 2014, ~~and 2013,~~ respectively.

~~Table of Contents~~

~~BATS GLOBAL MARKETS, INC. AND SUBSIDIARIES~~
~~Notes to Consolidated Financial Statements (Continued)~~
~~December 31, 2014, 2013, and 2012~~
~~(6)~~(7) Allowance for Doubtful Accounts
        Allowance for doubtful accounts consisted of the following for the years ended December 31, 2015, 2014 ~~2013~~ and ~~2012~~2013 (in millions):

2014 2013 2012 2015 2014 2013
Balance at beginning of period
$ 0.3 $ 0.4 $ 0.3 $ 0.3 $ 0.3 $ 0.4
Additions:

Charges to income, included in general and administrative expenses
0.3 0.0 0.2 0.2 0.3 —
Deductions:

Charges for which reserves were provided
(0.3 ) (0.1 ) (0.1 ) (0.1 ) (0.3 ) (0.1 )

Balance at end of period
$ 0.3 $ 0.3 $ 0.4 $ 0.4 $ 0.3 $ 0.3

~~(7)~~(8) Property and Equipment, Net
        Property and equipment consisted of the following as of December 31, ~~2014~~2015 and ~~2013~~2014 (in millions):

2014 2013 2015 2014
Computer equipment and software
$ 66.2 $ 37.6 $ 74.1 $ 66.2
Office furniture and fixtures
1.9 1.2 2.2 1.9
Leasehold improvements
9.9 5.0 8.8 9.9

Total property and equipment
78.0 43.8 85.1 78.0
Less accumulated depreciation
(49.0 ) (32.2 ) (55.5 ) (49.0 )

Property and equipment, net
$ 29.0 $ 11.6 $ 29.6 $ 29.0

        Depreciation expense was $13.9 million, $18.1 million ~~$9.3 million~~ and ~~$10.3~~$9.3 million for the years ended December 31, 2015, 2014 and 2013, ~~and 2012,~~ respectively.

Table of Contents
~~(8)~~
Bats Global Markets, Inc. (formerly known as BATS Global Markets, Inc.) and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
December 31, 2015, 2014, and 2013
(9) Goodwill and Intangible Assets, Net
        The following table presents the details of goodwill by segment (in millions):

U.S.
Equities European
Equities U.S.
Equities European
Equities Global FX Total
Balance as of December 31, 2012
$ — $ 194.0
Changes in foreign currency exchange rates
— 4.0

Balance as of December 31, 2013
— 198.0 $ — $ 198.0 $ — $ 198.0
Acquisition of goodwill
253.5 — 253.5 — — 253.5
Changes in foreign currency exchange rates
— (9.8 ) — (9.8 ) — (9.8 )

Balance as of December 31, 2014
$ 253.5 $ 188.2 253.5 188.2 — 441.7
Acquisition of goodwill
— — 308.2 308.2
Changes in foreign currency exchange rates
— (8.6 ) — (8.6 )

Balance as of December 31, 2015
$ 253.5 $ 179.6 $ 308.2 $ 741.3

~~Table of Contents~~

~~BATS GLOBAL MARKETS, INC. AND SUBSIDIARIES~~
~~Notes to Consolidated Financial Statements (Continued)~~
~~December 31, 2014, 2013, and 2012~~
~~(8) Goodwill and Intangible Assets, Net (Continued)~~
        The following table presents the details of the intangible assets (in millions):

U.S.
Equities European
Equities Corporate
and Other U.S.
Equities European
Equities Global FX Corporate
and Other Total
Balance as of December 31, 2012
$ — $ 57.4 $ 0.2
Impairment of intangible asset
— (3.5 ) —
Amortization
— (5.9 ) —
Changes in foreign currency exchange rates
— 0.8 —

Balance as of December 31, 2013
— 48.8 0.2 $ — $ 48.8 $ — $ 0.2 $ 49.0
Acquisition of intangible assets
120.4 — — 120.4 — — — 120.4
Amortization
(5.3 ) (5.0 ) — (5.3 ) (5.0 ) — — (10.3 )
Changes in foreign currency exchange rates
— (2.6 ) — — (2.6 ) — — (2.6 )

Balance as of December 31, 2014
$ 115.1 $ 41.2 $ 0.2 115.1 41.2 — 0.2 156.5
Acquisition of intangible assets
— — 111.0 — 111.0
Amortization
(8.5 ) (7.0 ) (11.4 ) — (26.9 )
Changes in foreign currency exchange rates
— (1.6 ) — — (1.6 )

Balance as of December 31, 2015
$ 106.6 $ 32.6 $ 99.6 $ 0.2 $ 239.0

        For the years ended December 31, 2015, 2014 ~~2013~~ and ~~2012,~~2013, amortization expense was $26.9 million, $10.3 million ~~$5.9 million~~ and ~~$6.7~~$5.9 million, respectively. The estimated future amortization expense is ~~$15.5 million for 2015, $13.4~~$27.5 million for 2016, ~~$10.8~~$23.9 million for 2017, ~~$8.3~~$19.8 million for 2018, ~~and $6.3~~$16.3 million for ~~2019.~~2019 and $13.3 million for 2020.

Table of Contents

Bats Global Markets, Inc. (formerly known as BATS Global Markets, Inc.) and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
December 31, 2015, 2014, and 2013
(9) Goodwill and Intangible Assets, Net (Continued)
        The following table presents the categories of intangible assets at December 31, ~~2014~~2015 and ~~2013~~2014 (in millions):
December 31, 2015 December 31, 2014

December 31, 2014 December 31, 2013 Weighted
Average
Amortization
Period

U.S.
Equities European
Equities Corporate
and Other U.S.
Equities European
Equities Corporate
and Other U.S.
Equities European
Equities Global FX Corporate
and Other U.S.
Equities European
Equities Global FX Corporate
and Other
Trademarks and trade names
$ 1.6 $ 0.6 $ — $ — $ 0.6 $ — $ 1.6 $ 0.6 $ 15.3 $ — $ 1.6 $ 0.6 $ — $ — indefinite
Customer relationships
43.0 45.0 — — 47.8 — 43.0 43.0 81.2 — 43.0 45.0 — — 18.6
Noncompete agreements
3.9 — — — — — 3.9 — 1.9 — 3.9 — — — 0.7
Trading registrations and licenses
71.9 10.8 — — 11.5 — 71.9 10.3 — — 71.9 10.8 — — indefinite
Technology
— — 12.6 — — — — — 6.0
Domain names
— — 0.2 — — 0.2 — — — 0.2 — — — 0.2 indefinite
Accumulated amortization
(5.3 ) (15.2 ) — — (11.1 ) — (13.8 ) (21.3 ) (11.4 ) — (5.3 ) (15.2 ) — —

$ 115.1 $ 41.2 $ 0.2 $ — $ 48.8 $ 0.2 $ 106.6 $ 32.6 $ 99.6 $ 0.2 $ 115.1 $ 41.2 $ — $ 0.2

        The trading registrations and licenses of $82.2 million in U.S. Equities and European Equities segments, the Trademark intangible asset of $15.3 million in the Global FX segment and the domain name intangible asset of $0.2 million in the Corporate and Other segment and are not subject to amortization.
        In the fourth quarter 2013, the Company recorded an intangible asset impairment charge totaling $3.5 million related to the strategic alliance agreements acquired through the 2011 acquisition of Chi-X Europe. The Company has determined the carrying amount of the intangible is not recoverable and exceeded its fair value. The fair value of the strategic alliance was determined using the estimated cash flows from the strategic alliance. This charge was recorded in impairment of assets in the consolidated statements of income and attributed to the European Equities segment.

~~Table of Contents~~

~~BATS GLOBAL MARKETS, INC. AND SUBSIDIARIES~~
~~Notes to Consolidated Financial Statements (Continued)~~
~~December 31, 2014, 2013, and 2012~~
~~(9)~~(10) Accounts Payable and Accrued Liabilities
        Accounts payable and accrued liabilities consisted of the following as of December 31, ~~2014~~2015 and ~~2013~~2014 (in millions):

2014 2013 2015 2014
Accounts payable
$ 38.9 $ 12.7 $ 42.9 $ 38.9
Deferred income
1.8 0.2 1.5 1.8
Dividends payable
5.5 0.3 0.5 5.5
Accrued expenses
20.6 11.8 27.4 20.6
Accrued termination benefits
12.5 — 0.6 12.5
Other liabilities
21.8 — — 21.8

Accounts payable and accrued liabilities
$ 101.1 $ 25.0 $ 72.9 $ 101.1

~~(10)~~Table of Contents

Bats Global Markets, Inc. (formerly known as BATS Global Markets, Inc.) and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
December 31, 2015, 2014, and 2013
(11) Debt
        On December 19, 2012, the Company entered into (i) a term loan agreement in the amount of $300 million and (ii) revolving loans not to exceed $50 million (the '2012 Loan'). The proceeds received from the term loan were used by the Company to pay a $298.9 million dividend, or $13.20 per share, to all shareholders of ~~BATS~~Bats Global Markets, Inc. common stock during the fourth quarter 2012. The term of the loan was six years ending on December 19, 2018 with a variable interest rate based on 1-month London Interbank Offered Rate (LIBOR) (with a floor of 125 basis points) plus a spread of 575 basis points. The original issue discount was $12.5 million, or approximately 4.2%. The revolving loans had similar interest rates and a three-year term, ending on December 19, 2015. The Company incurred $7.1 million of debt issuance costs, which was capitalized and was being amortized over the term of the loans.
        Upon consummation of the acquisition of Direct Edge on January 31, 2014, the Company entered into (i) a term loan agreement in the amount of $470 million and (ii) revolving loans not to exceed $100 million (the 2014 Loan). The proceeds received from the 2014 Loan were used by the Company to extinguish the 2012 Loan, pay a dividend to the shareholders and for other corporate purposes. The 2012 Loan, related debt issuance costs and debt discount were extinguished resulting in a loss of $13.6 million that was recorded in non-operating expense on the consolidated statement of income. The term of the 2014 Loan is six years ending on January 31, 2020 with variable interest rate based on 1-month LIBOR (with floor of 100 basis points) plus a spread of 400 basis points (375 if leverage ratio falls below 2.25). The original issue discount was $1.2 million, or approximately 0.25%. The revolving loans have an interest rate of LIBOR plus 350 basis points and a three-year term, ending on January 31, 2017. The fee on the undrawn portion of the revolver is 0.5%. Principal payments on outstanding balances are made on a quarterly basis. The Company incurred $8.3 million of debt issuance costs, which was capitalized and is being amortized over the term of the loans.
        Upon consummation of the Hotspot Acquisition, the Company amended its 2014 loan (the Amended 2014 Loan). The Amended 2014 Loan increased the spread on the variable interest rate from 400 basis points to 475 basis points and required a 25 basis point amendment fee. The required annual amortization also increased from 5.0% per annum to 7.5% per annum. The impact of the amended terms on the present value of cash flows was less than 10%; therefore the amendment was accounted for as a modification. In addition, the Company entered into a new $150 million 3-year term loan (the 2015 Term Loan B-1) and a new $228 million 5-year term loan (the 2015 Term Loan B-2), both of which were funded immediately prior to the Hotspot transaction. The 2015 Term Loan B-1 has an interest rate based on 1-month LIBOR plus a spread of 375 basis points and a 100 basis point original issue discount, or $1.5 million. The 2015 Term Loan B-2 has an interest rate based on 1-month LIBOR (with floor of 100 basis points) plus a spread of 475 basis points and a 100 basis point original issue discount, or $2.3 million. In addition, the Company entered into a new $100 million revolving credit facility with an interest rate based on 1-month LIBOR plus a spread of 350 basis points and an undrawn fee of 50 basis points, replacing the revolving credit facility under the 2014 Loan. Debt issuance costs related to the new and restructured debt were $16.5 million, of which $0.2 million was expensed immediately and $6.6 million and $9.7 million were capitalized as debt issuance costs and additional debt discount, respectively, and are being amortized over the term of the loans.

Table of Contents

Bats Global Markets, Inc. (formerly known as BATS ~~GLOBAL MARKETS, INC. AND SUBSIDIARIES~~Global Markets, Inc.) and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
December 31, 2015, 2014, ~~2013,~~ and ~~2012~~2013
~~(10)~~(11) Debt (Continued)
        As of December 31, ~~2014~~2015 and ~~2013,~~2014, the Company's long-term debt consisted of the following (in millions):

December 31,

2014 2013 2015 2014
Term loan
$ 447.3 $ 255.0 $ 698.7 $ 447.3
Less: debt discount
(0.9 ) (9.0 ) (11.2 ) (0.9 )
Revolving loan
28.0 —
Revolving credit facility
— 28.0

Total debt
474.4 246.0 687.5 474.4
Less: current portion
(44.2 ) (17.4 ) (87.1 ) (44.2 )

Total long-term debt
$ 430.2 $ 228.6 $ 600.4 $ 430.2

  ��        The unamortized debt discount will be amortized as part of interest ~~and investment~~ expense, net through January 31, 2020, the maturity date of the term loan. The effective interest rate on the Amended 2014 term loan was 5.5% for the year ended December 31, 2015. The effective interest rate on the original 2014 term loan was 5.0% for the year ended December 31, 2014. ~~The effective interest rate on the 2012 term loan was 7.3% for the year ended December 31, 2013.~~
        The credit ~~agreements~~agreement for the Amended 2014 Loan contains customary reporting requirements, events of default and ~~the 2012 Loan contain customary~~ affirmative and negative covenants, ~~events of default and~~including a financial covenant not to ~~not~~ exceed a maximum leverage ratio measured each quarter through the term of the loan, ~~all~~ as ~~defined~~further described in the ~~respective~~ credit ~~agreements.~~agreement. The financial covenant places restrictions concerning the Company's ability to declare dividends and obtain additional financing, and requires that any proceeds from the sale of assets first be used to pay down the Amended 2014 Loan. As of December 31, ~~2014~~2015 and ~~2013,~~2014, the Company was in compliance with ~~all covenants~~the terms of the ~~respective~~ credit ~~arrangements.~~arrangement for the Amended 2014 Loan.
        The Company and certain subsidiaries have guaranteed the repayment of obligations under the credit agreement and have granted pledges of the shares of certain subsidiaries along with a security interest in certain other assets of the Company and certain subsidiaries as collateral.
        As of December 31, ~~2014,~~2015, aggregate minimum annual maturities of long-term debt are ~~$44.5 million in 2015, $58.5~~$90.7 million in 2016, ~~$51.7~~$110.7 million in 2017, ~~$51.5~~$101.1 million in 2018, ~~and $53.5~~$73.2 million in ~~2019.~~2019 and $323.0 million in 2020. In addition to the minimum principal payments, the Company is required to pay additional principal payments based on an annual calculation of Excess Cash Flow, as defined by the Term Loan B-2.

Table of Contents

Bats Global Markets, Inc. (formerly known as BATS Global Markets, Inc.) and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
December 31, 2015, 2014, and 2013
(11) Debt (Continued)
        Interest expense recognized on the term loans and revolving loans is included in interest expense, net in the Corporate and ~~investment (expense) income~~other segment on the consolidated statements of income, and for the year ended December 31, 2015, 2014 and 2013 it is as follows (in millions):

Year Ended
December 31,
2014 Year Ended
December 31,
2013 Year Ended
December 31,
2015 Year Ended
December 31,
2014 Year Ended
December 31,
2013
Components of interest expense:

Contractual interest
$ 24.6 $ 20.0 $ 39.9 $ 24.6 $ 20.0
Amortization of debt discount
0.5 3.4 3.3 0.5 3.4
Amortization of debt issuance cost
2.3 2.6 3.5 2.3 2.6

Interest expense
$ 27.4 $ 26.0 $ 46.7 $ 27.4 $ 26.0

~~Table of Contents~~

~~BATS GLOBAL MARKETS, INC. AND SUBSIDIARIES~~
~~Notes to Consolidated Financial Statements (Continued)~~
~~December 31, 2014, 2013, and 2012~~
~~(11)~~(12) Accumulated Other Comprehensive Income (Loss)
        The following represents the changes in accumulated other comprehensive income (loss) by component, before tax (in millions):

Foreign currency
translation
adjustment Foreign currency
translation
adjustment
Balance at December 31, 2012
$ 4.7
Other comprehensive income for the twelve months ending December 31, 2013
6.6
Tax effect on other comprehensive income
(1.7 )

Balance at December 31, 2013
9.6 $ 9.6
Other comprehensive loss for the twelve months ending December 31, 2014
(15.0 )

Tax effect on other comprehensive income
5.7
Other comprehensive loss
(15.0 )
Tax effect on other comprehensive loss
5.7

Balance at December 31, 2014
$ 0.3 0.3
Other comprehensive loss
(12.4 )
Tax effect on other comprehensive loss
1.9

Balance at December 31, 2015
$ (10.2 )

~~(12)~~(13) Fair Value ~~Measurements~~Measurement
        Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date and sets out a fair value hierarchy. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). Inputs are broadly defined as assumptions market participants would use in pricing an asset or liability. The three levels of the fair value hierarchy are described below:
Level 1: Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. The types of investments included in Level 1 include listed equities and listed derivatives.
Level 2: Inputs other than quoted prices within Level 1 that are observable for the asset or liability, either directly or indirectly, and fair value is determined through the use of models or other valuation methodologies. Investments that are generally included in this category include

Table of Contents

Bats Global Markets, Inc. (formerly known as BATS Global Markets, Inc.) and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
December 31, 2015, 2014, and 2013
(13) Fair Value Measurement (Continued)
corporate bonds and loans, less liquid and restricted equity securities and certain over-the-counter derivatives. A significant adjustment to a Level 2 input could result in the Level 2 measurement becoming a Level 3 measurement.
Level 3: Inputs are unobservable for the asset or liability and include situations where there is little, if any, market activity for the asset or liability. The inputs into the determination of fair value are based upon the circumstances and the best information available at the time and may require significant management judgment or estimation. Investments that are included in this category generally include equity and debt positions in private companies.

~~Table of Contents~~

~~BATS GLOBAL MARKETS, INC. AND SUBSIDIARIES~~
~~Notes to Consolidated Financial Statements (Continued)~~
~~December 31, 2014, 2013, and 2012~~
~~(12) Fair Value Measurements (Continued)~~
Instruments Measured at Fair Value on a Recurring Basis
        The following table presents the Company's fair value hierarchy for those assets measured at fair value on a recurring basis as of December 31, ~~2014~~2015 and ~~2013~~2014 (in millions):

December 31, 2014 December 31, 2015

Total Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3
Assets:

Available-for-sale securities:

U.S. Treasury securities
$ 61.4 $ 61.4 $ — $ — $ 47.2 $ 47.2 $ — $ —
Trading securities:

U.S. Treasury securities
7.0 7.0 — — 0.5 0.5 — —

Total assets
$ 68.4 $ 68.4 $ — $ — $ 47.7 $ 47.7 $ — $ —

Liabilities:

Contingent consideration liability to related party
$ 65.4 — — $ 65.4

$ 65.4 $ — $ — $ 65.4

December 31, 2013 December 31, 2014

Total Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3
Assets:

Available-for-sale securities:

U.S. Treasury securities
$ 18.2 $ 18.2 $ — $ — $ 61.4 $ 61.4 $ — $ —
Trading securities:

U.S. Treasury securities
7.0 7.0 — — 7.0 7.0 — —

Total assets
$ 25.2 $ 25.2 $ — $ — $ 68.4 $ 68.4 $ — $ —

Table of Contents

Bats Global Markets, Inc. (formerly known as BATS Global Markets, Inc.) and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
December 31, 2015, 2014, and 2013
(13) Fair Value Measurement (Continued)
        The following is a description of the Company's valuation methodologies used for instruments measured at fair value on a recurring basis:
~~Available for sale~~Trading and ~~Trading~~Available-for-sale securities
        Financial investments classified as trading and available-for-sale consist of ~~highly liquid~~ U.S. Treasury securities. These securities are valued by obtaining feeds from a number of live data sources, including active market makers and inter-dealer brokers and therefore categorized as Level 1.
Contingent Consideration Liability
        The Company entered into a contingent consideration arrangement with the purchase of Hotspot from a related party on March 13, 2015. The fair value of this liability at December 31, 2015 is $65.4 million. That value is based on estimates of discounted future cash payments under the tax sharing agreement, a significant unobservable input, and is considered a Level 3 measurement.
Instruments Measured at Fair Value on a Nonrecurring Basis
~~Long-lived~~        Certain assets, such as goodwill and intangible ~~asset~~
        ~~The~~assets, are measured at fair value on a non-recurring basis. For goodwill, the process involves using a discounted cash flow method to determine the fair value of each reporting unit on a stand-alone basis. That fair value is compared to the carrying amount of the ~~strategic alliance~~reporting unit, including its recorded goodwill. Impairment is considered to have occurred if the fair value of the reporting unit is lower than the carrying amount of the reporting unit. For the intangible assets, the process also involves using a discounted cash flow method to determine the fair value of each intangible asset. Impairment is considered to have occurred if the fair value of the intangible asset is lower than the carrying amount. These measurements are considered Level 3 and these assets are recognized at fair value if they are deemed to be impaired. As of December 31, ~~2013 is measured on a non-recurring basis~~2015 and ~~based on the estimated cash flows from the strategic alliance which is a significant unobservable input, and is considered a Level 3 measurement valued~~2014, none of these assets were required to be recorded at ~~zero dollars.~~fair value since no impairment indicators were present.

Table of Contents

Bats Global Markets, Inc. (formerly known as BATS ~~GLOBAL MARKETS, INC. AND SUBSIDIARIES~~Global Markets, Inc.) and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
December 31, 2015, 2014, ~~2013,~~ and ~~2012~~2013
~~(12)~~(13) Fair Value ~~Measurements~~Measurement (Continued)
Fair Value of Financial Instruments
        The following table presents the Company's fair value hierarchy for those financial instruments held by the Company as of December 31, ~~2014~~2015 and ~~2013~~2014 (in millions):

December 31, 2014 December 31, 2015

Total Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3
Assets:

Cash and cash equivalents
$ 122.2 $ 122.2 $ — $ — $ 75.1 $ 75.1 $ — $ —
Restricted cash
14.0 14.0 — —
Accounts receivable
130.2 — 130.2 — 131.0 — 131.0 —
Other receivables
3.6 — 3.6 — 5.4 — 5.4 —
Equity method investment in EuroCCP
10.9 — — 10.9
Investment in EuroCCP
11.9 — — 11.9

Total assets
$ 280.9 $ 136.2 $ 133.8 $ 10.9 $ 223.4 $ 75.1 $ 136.4 $ 11.9

Liabilities:

Accounts payable
$ 38.9 $ — $ 38.9 $ — $ 42.9 $ — $ 42.9 $ —
Section 31 fees payable
107.7 — 107.7 — 93.0 — 93.0 —
Current portion of long-term debt
44.2 — 44.2 —
Long-term debt, less current portion
430.2 — 430.2 —
Long-term debt
687.2 — 687.2 —

Total liabilities
$ 621.0 $ — $ 621.0 $ — $ 823.1 $ — $ 823.1 $ —

December 31, 2013 December 31, 2014

Total Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3
Assets:

Cash and cash equivalents
$ 87.2 $ 87.2 $ — $ — $ 122.2 $ 122.2 $ — $ —
Restricted cash
14.0 14.0 — —
Accounts receivable
53.8 — 53.8 — 130.2 — 130.2 —
Other receivables
1.7 — 1.7 — 3.6 — 3.6 —
Equity method investment in EuroCCP
10.3 — — 10.3
Investment in EuroCCP
10.9 — — 10.9

Total assets
$ 153.0 $ 87.2 $ 55.5 $ 10.3 $ 280.9 $ 136.2 $ 133.8 $ 10.9

Liabilities:

Accounts payable
12.7 $ — $ 12.7 $ — 38.9 $ — $ 38.9 $ —
Section 31 fees payable
36.8 — 36.8 — 107.7 — 107.7 —
Current portion of long-term debt
17.4 — 17.4 —
Long-term debt, less current portion
228.6 — 228.6 —
Long-term debt
474.4 — 474.4 —

Total liabilities
$ 295.5 $ — $ 295.5 $ — $ 621.0 $ — $ 621.0 $ —

Table of Contents

Bats Global Markets, Inc. (formerly known as BATS Global Markets, Inc.) and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
December 31, 2015, 2014, and 2013
(13) Fair Value Measurement (Continued)
        The carrying amounts of cash and cash equivalents, restricted cash, accounts receivable, other receivables, accounts payable and Section 31 fees payable approximate fair value due to their liquid or short-term nature.

~~Table of Contents~~

~~BATS GLOBAL MARKETS, INC. AND SUBSIDIARIES~~
~~Notes to Consolidated Financial Statements (Continued)~~
~~December 31, 2014, 2013, and 2012~~
~~(12) Fair Value Measurements (Continued)~~
Equity method investment
        The fair value of the EuroCCP investment at December 31, ~~2014~~2015 is ~~$10.9~~$11.9 million. That value is based on estimates of ~~discounted~~free cash flows from the EuroCCP entity, a significant unobservable input, and is also considered a Level 3 measurement. At December 31, ~~2013,~~2014, the carrying amount approximated fair value of ~~$10.3~~$10.9 million. The primary input to the fair value measurement is a risk premium of 6.4%. Should that rate fluctuate by one percentage point, the valuation would change by approximately $2.0 million.
Long-term debt
        The carrying amount of long-term debt approximates its fair value based on traded quotes at December 31, 2015 and quoted LIBOR at ~~both~~ December 31, 2014 ~~and 2013~~ and is considered a Level 2 measurement.
~~(13)~~Information on Level 3 Financial Liabilities
        The following table sets forth a summary of changes in the fair value of the Company's level 3 financial liabilities during the year ended December 31, 2015, including a summary of unrealized (gains) losses during the period on the Company's Level 3 financial liabilities still held as of December 31, 2015.

Level 3 Financial Assets and Financial Liabilities for the Year Ended December 31, 2015

Balance at
Beginning of
Period Realized (gains)
losses during
period Unrealized
(gains) losses
during period Purchases/
issuances Settlements Transfers in
or (out) of
Level 3 Balances at
end of period
Liabilities

Contingent consideration liability to related party
— 2.8 — 62.6 — — 65.4

Total Liabilities
$ — $ 2.8 $ — $ 62.6 $ — $ — $ 65.4

(14) Segment Reporting
        The Company operates under ~~three~~four reportable segments: U.S. Equities, European Equities, U.S. Options and ~~U.S. Options.~~Global FX. The Company evaluates segment performance primarily based on operating income (loss). The Company has aggregated all of its corporate costs, as well as other business ventures, within Corporate Items and Eliminations; however, professional and contract services that relate to activities of a specific segment have been allocated to that segment.
•
The U.S. Equities segment includes listed cash equities and exchange-traded products transaction services that occur on BZX, BYX, EDGX and EDGA. It also includes the listed

Table of Contents

Bats Global Markets, Inc. (formerly known as BATS Global Markets, Inc.) and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
December 31, 2015, 2014, and 2013
(14) Segment Reporting (Continued)
cash equities and exchange-traded products routed transaction services that occur on Trading and DE Route. It also includes the listings business where ~~ETFs~~ETPs are listed on BZX. The Company acquired Direct Edge on January 31, 2014.

As of January 12, 2015, the Company ceased routing transactions through DE Route.
•
The European Equities segment includes the pan-European listed cash equities transaction services, ETFs, exchange-traded commodities and international depository receipts that occur on the RIE, BTL. It also includes the listed cash equities and exchange-traded products routed transaction services that occur on Chi-X Europe, as well as the listings business where ~~ETFs~~ETPs can be listed on BTL.

•
The U.S. Options segment includes the listed equity options transaction services that occur on ~~BZX.~~BZX and EDGX. It also includes the listed equity options routed transaction services that occur on Trading.

•
The Global FX segment includes institutional spot FX services that occur on the Hotspot platform. The Company acquired Hotspot on March 13, 2015.

Table of Contents

Bats Global Markets, Inc. (formerly known as BATS ~~GLOBAL MARKETS, INC. AND SUBSIDIARIES~~Global Markets, Inc.) and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
December 31, 2015, 2014, ~~2013,~~ and ~~2012~~2013
~~(13)~~(14) Segment Reporting (Continued)
        Summarized financial data of the Company's reportable segments was as follows (in millions):

U.S. Equities European
Equities U.S. Options Corporate
items and
eliminations Total U.S. Equities European
Equities U.S. Options Global FX Corporate
items and
eliminations Total
2015:

Revenues
$ 1,386.8 $ 117.9 $ 242.2 $ 31.8 $ — $ 1,778.7
Revenues less cost of revenues
259.4 67.1 26.1 31.8 — 384.4
Depreciation and amortization
18.6 8.3 1.6 12.3 — 40.8
Operating income (loss)
149.2 31.9 9.8 (6.6 ) (2.0 ) 182.3
Total assets
475.5 267.0 21.8 440.9 111.7 1,316.9
Goodwill
253.5 179.6 — 308.2 — 741.3
Intangible assets, net
106.6 32.6 — 99.6 0.2 239.0
Debt
— — — — 687.5 687.5
Purchases of property and equipment
7.0 1.3 — 5.6 — 13.9
2014:

Revenues
$ 1,234.5 $ 99.1 $ 124.6 $ — $ 1,458.2 $ 1,234.5 $ 99.1 $ 124.6 $ — $ — $ 1,458.2
Revenues less cost of revenues
224.3 66.4 16.8 — 307.5 224.3 66.4 16.8 — — 307.5
Depreciation and amortization
19.9 7.6 0.9 — 28.4 19.9 7.6 0.9 — — 28.4
Operating income (loss)
83.0 30.4 8.3 (2.1 ) 119.6 83.0 30.4 8.3 — (2.1 ) 119.6
Total assets
704.9 283.0 6.2 12.5 1,006.6 704.9 283.0 6.2 — 12.5 1,006.6
Goodwill
253.5 188.2 — — 441.7 253.5 188.2 — — — 441.7
Intangible assets, net
115.1 41.2 — 0.2 156.5 115.1 41.2 — — 0.2 156.5
Debt
— — — 474.4 474.4 — — — — 474.4 474.4
Purchases of property and equipment
24.4 0.8 — — 25.2 24.4 0.8 — — — 25.2
2013:

Revenues
$ 662.8 $ 86.4 $ 92.3 $ — $ 841.5 $ 662.8 $ 86.4 $ 92.3 $ — $ — $ 841.5
Revenues less cost of revenues
123.9 57.6 15.3 — 196.8 123.9 57.6 15.3 — — 196.8
Depreciation and amortization
4.4 9.9 0.9 — 15.2 4.4 9.9 0.9 — — 15.2
Operating income (loss)
77.3 17.4 8.4 (1.5 ) 101.6 77.3 17.4 8.4 — (1.5 ) 101.6
Total assets
215.8 297.2 6.8 (62.9 ) 456.9 215.8 297.2 6.8 — (62.9 ) 456.9
Goodwill
— 198.0 — — 198.0 — 198.0 — — — 198.0
Intangible assets, net
— 48.8 — 0.2 49.0 — 48.8 — — 0.2 49.0
Debt
— — — 246.0 246.0 — — — — 246.0 246.0
Purchases of property and equipment
3.3 0.2 0.1 — 3.6 3.3 0.2 0.1 — — 3.6
2012:

Revenues
$ 723.2 $ 82.8 $ 78.7 $ — $ 884.7
Revenues less cost of revenues
127.1 35.7 14.1 — 176.9
Depreciation and amortization
4.4 11.5 1.1 — 17.0
Operating income (loss)
83.1 (25.2 ) 7.7 (6.3 ) 59.3
Total assets
170.6 292.9 9.0 (2.9 ) 469.6
Goodwill
— 194.3 — — 194.3
Intangible assets, net
— 57.4 — 0.2 57.6
Contingent consideration liability
— 3.8 — — 3.8
Debt
— — — 287.6 287.6
Purchases of property and equipment
4.5 0.3 1.7 0.4 6.9

Table of Contents

Bats Global Markets, Inc. (formerly known as BATS ~~GLOBAL MARKETS, INC. AND SUBSIDIARIES~~Global Markets, Inc.) and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
December 31, 2015, 2014, ~~2013,~~ and ~~2012~~2013
~~(13)~~(14) Segment Reporting (Continued)
~~Geographic Data~~Contingent Consideration Liability
        The ~~following table presents revenues and long-lived assets, net by geographic area for 2014, 2013 and 2012 (in millions). Revenues are classified based upon~~Company entered into a contingent consideration arrangement with the ~~location~~purchase of ~~the trading venue. Long-lived assets information~~Hotspot from a related party on March 13, 2015. The fair value of this liability at December 31, 2015 is $65.4 million. That value is based on estimates of discounted future cash payments under the ~~physical location~~tax sharing agreement, a significant unobservable input, and is considered a Level 3 measurement.
Instruments Measured at Fair Value on a Nonrecurring Basis
        Certain assets, such as goodwill and intangible assets, are measured at fair value on a non-recurring basis. For goodwill, the process involves using a discounted cash flow method to determine the fair value of each reporting unit on a stand-alone basis. That fair value is compared to the carrying amount of the ~~assets.~~

Total
revenues Long-lived
assets
2014:

United States
$ 1,359.1 $ 396.0
United Kingdom
99.1 231.2

Total
$ 1,458.2 $ 627.2

2013:

United States
$ 755.1 $ 8.1
United Kingdom
86.4 250.4

Total
$ 841.5 $ 258.5

2012:

United States
$ 801.9 $ 9.9
United Kingdom
82.8 259.0

Total
$ 884.7 $ 268.9

~~(14) Employee Benefit Plan~~
        ~~In 2014,~~reporting unit, including its recorded goodwill. Impairment is considered to have occurred if the ~~Company began offering~~fair value of the reporting unit is lower than the carrying amount of the reporting unit. For the intangible assets, the process also involves using a ~~401(k) retirement plan eligible~~discounted cash flow method to ~~all U.S. employees not eligible for~~determine the ~~Direct Edge 401(k) plan. The Company matches participating employee contributions dollar for dollar~~fair value of upeach intangible asset. Impairment is considered to ~~five percent~~have occurred if the fair value of ~~salary. In 2014,~~ the ~~Company also administered~~intangible asset is lower than the ~~legacy Direct Edge 401(k) retirement plan eligible~~carrying amount. These measurements are considered Level 3 and these assets are recognized at fair value if they are deemed to ~~all Direct Edge employees. The Company matched employee contributions to this plan dollar for dollar~~be impaired. As of ~~up to six percent, capped at $9,000. The Company's contribution amounted to $1.7 million for the year ended~~ December 31, ~~2014. This expense is included in compensation~~2015 and ~~benefits in the consolidated statements~~2014, none of ~~income.~~
        ~~Prior~~these assets were required to 2014, the Company offered a SIMPLE Individual Retirement Account for the benefit of all U.S. employees. The Company matched participating employee contributions of up to three percent of salary. All U.S. employeesbe recorded at fair value since no impairment indicators were eligible to participate. The Company's contribution amounted to $0.5 million for the year ended December 31, 2013 and $0.4 million for the year ended December 31, 2012. This expense is included in compensation and benefits in the consolidated statements of income.
        BTL operates a stakeholder contribution plan and contributes to employee-selected stakeholder contribution plans. The Company matched participating employee contributions of up to five percent of salary. All employees of BTL were eligible to participate. The Company's contribution amounted to $0.5 million for the year ended December 31, 2014 and $0.3 million for the years ended December 31, 2013 and 2012. This expense is included in compensation and benefits in the consolidated statements of income.present.

Table of Contents

Bats Global Markets, Inc. (formerly known as BATS ~~GLOBAL MARKETS, INC. AND SUBSIDIARIES~~Global Markets, Inc.) and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
December 31, 2015, 2014, ~~2013,~~ and ~~2012~~2013
~~(14) Employee Benefit Plan~~(13) Fair Value Measurement (Continued)
        ~~Through December 31, 2012, Chi-X Europe operated a defined contribution plan known as~~Fair Value of Financial Instruments
        The following table presents the ~~Personal Pension Plan (the Plan). All employees of Chi-X Europe were eligible to participate in 2012. The cost of contributions payable~~Company's fair value hierarchy for those financial instruments held by the Company ~~with regards to the Plan for the year are expensed~~ as ~~incurred. For the year ended December 31, 2012 the Company contributed $0.3 million. This expense is included in compensation and benefits in the consolidated statements of income.~~
~~(15) Related Party Transactions~~
        Certain affiliates of stockholders of BATS conduct trading activity through the Company. The extent of such activity is presented in the accompanying consolidated statements of financial condition, income and cash flows.
        ~~The Company maintains brokerage accounts with a stockholder. As~~ of December 31, 2015 and 2014 ~~and 2013, $101.5 million and $59.2 million, respectively, in cash and cash equivalents and financial investments were held in such accounts.~~(in millions):
~~(16) Regulatory Capital~~

December 31, 2015

Total Level 1 Level 2 Level 3
Assets:

Cash and cash equivalents
$ 75.1 $ 75.1 $ — $ —
Accounts receivable
131.0 — 131.0 —
Other receivables
5.4 — 5.4 —
Investment in EuroCCP
11.9 — — 11.9

Total assets
$ 223.4 $ 75.1 $ 136.4 $ 11.9

Liabilities:

Accounts payable
$ 42.9 $ — $ 42.9 $ —
Section 31 fees payable
93.0 — 93.0 —
Long-term debt
687.2 — 687.2 —

Total liabilities
$ 823.1 $ — $ 823.1 $ —

As broker-dealers registered with the SEC, Trading and DE Route are subject to the SEC's Uniform Net Capital rule (Rule 15c3-1), which requires the maintenance of minimum net capital, as defined. The SEC's requirement also provides that equity capital may not be withdrawn or a cash dividend paid if certain minimum net capital requirements are not met. Trading and DE Route compute the net capital requirements under the basic method provided for in Rule 15c3-1.
        As of December 31, 2014 and 2013, Trading is required to maintain net capital equal to the greater of 6.67% of aggregate indebtedness items, as defined, or $0.1 million. At December 31, 2014 and 2013, Trading had net capital of $7.9 million and $6.4 million, respectively, which was $7.7 million and $6.1 million, respectively, in excess of its required net capital of $0.2 million and $0.3 million, respectively.
        As of December 31, 2014, DE Route is required to maintain net capital equal to the greater of 6.67% of aggregate indebtedness items, as defined, or $0.1 million. At December 31, 2014, DE Route had net capital of $4.8 million, which was $4.6 million in excess of its required net capital of $0.2 million for the year.
        As entities regulated by the Financial Conduct Authority (FCA), BTL and Chi-X Europe are both subject to the Capital Resources Requirement (CRR). As a RIE, BTL computes its CRR in accordance with its Financial Risk Assessment, as agreed by the FCA. This CRR was $16.7 million at December 31, 2014 and $16.6 million at December 31, 2013. At December 31, 2014 and 2013, BTL had capital in excess of its required CRR of $19.8 million and $12.9 million, respectively.
        As a Banks, Investment firms, PRUdential (BIPRU) 50k firm as defined by the Markets in Financial Instruments Directive of the FCA, Chi-X Europe computes its CRR as the greater of the base requirement of $0.1 million at December 31, 2014 and December 31, 2013, or the summation of the credit risk, market risk and fixed overheads requirements, as defined. At December 31, 2014 and 2013, Chi-X Europe had capital in excess of its required CRR of $0.5 million and $1.4 million, respectively.

December 31, 2014

Total Level 1 Level 2 Level 3
Assets:

Cash and cash equivalents
$ 122.2 $ 122.2 $ — $ —
Restricted cash
14.0 14.0 — —
Accounts receivable
130.2 — 130.2 —
Other receivables
3.6 — 3.6 —
Investment in EuroCCP
10.9 — — 10.9

Total assets
$ 280.9 $ 136.2 $ 133.8 $ 10.9

Liabilities:

Accounts payable
38.9 $ — $ 38.9 $ —
Section 31 fees payable
107.7 — 107.7 —
Long-term debt
474.4 — 474.4 —

Total liabilities
$ 621.0 $ — $ 621.0 $ —

Table of Contents

Bats Global Markets, Inc. (formerly known as BATS ~~GLOBAL MARKETS, INC. AND SUBSIDIARIES~~Global Markets, Inc.) and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
December 31, 2015, 2014, ~~2013,~~ and ~~2012~~2013
~~(17) Stock-Based Compensation~~(13) Fair Value Measurement (Continued)
        The carrying amounts of cash and cash equivalents, restricted cash, accounts receivable, other receivables, accounts payable and Section 31 fees payable approximate fair value due to their liquid or short-term nature.
Equity method investment
        The fair value of the EuroCCP investment at December 31, 2015 is $11.9 million. That value is based on estimates of free cash flows from the EuroCCP entity, a significant unobservable input, and is also considered a Level 3 measurement. At December 31, 2014, the carrying amount approximated fair value of $10.9 million. The primary input to the fair value measurement is a risk premium of 6.4%. Should that rate fluctuate by one percentage point, the valuation would change by approximately $2.0 million.
Long-term debt
        The carrying amount of long-term debt approximates its fair value based on traded quotes at December 31, 2015 and quoted LIBOR at December 31, 2014 and is considered a Level 2 measurement.
Information on Level 3 Financial Liabilities
        The following table sets forth a summary of changes in the fair value of the Company's level 3 financial liabilities during the year ended December 31, 2015, including a summary of unrealized (gains) losses during the period on the Company's Level 3 financial liabilities still held as of December 31, 2015.

Level 3 Financial Assets and Financial Liabilities for the Year Ended December 31, 2015

Balance at
Beginning of
Period Realized (gains)
losses during
period Unrealized
(gains) losses
during period Purchases/
issuances Settlements Transfers in
or (out) of
Level 3 Balances at
end of period
Liabilities

Contingent consideration liability to related party
— 2.8 — 62.6 — — 65.4

Total Liabilities
$ — $ 2.8 $ — $ 62.6 $ — $ — $ 65.4

(14) Segment Reporting
        The Company ~~utilizes equity award programs for offering long-term incentives to its employees.~~operates under four reportable segments: U.S. Equities, European Equities, U.S. Options and Global FX. The ~~equity incentives have been granted in the form of nonstatutory stock options and restricted stock. In conjunction with these programs, the~~ Company recognized stock-based compensation expense of $1.9 million, $2.2 million and $5.6 million for the years ended December 31, 2014, 2013 and 2012, respectively. This expense is included in compensation and benefits in the consolidated statements of income.
evaluates segment performance primarily based on operating income (loss). The Company has ~~three equity incentive plans pursuant~~aggregated all of its corporate costs, as well as other business ventures, within Corporate Items and Eliminations; however, professional and contract services that relate to ~~which stock options and restricted stock~~activities of a specific segment have been ~~granted:~~allocated to that segment.
•
The U.S. Equities segment includes listed cash equities and exchange-traded products transaction services that occur on BZX, BYX, EDGX and EDGA. It also includes the Amended and Restated BATS Global Markets, Inc. 2008 Stock Option Plan (2008 Plan), the BATS Global Markets, Inc. 2009 Stock Option Plan (2009 Plan) and the Amended and Restated BATS Global Markets, Inc. 2012 Equity Incentive Plan (2012 Plan). Options and restricted stock granted under these plans generally vest over four years. Options granted under the 2008 Plan have five-year contractual terms, while options and restricted stock granted under the 2009 Plan and 2012 Plan have ten-year contractual terms. Pursuant to the 2009 Stock Option Plan and the 2008 Stock Option Plan, the Company authorized grants of options to its full-time employees to purchase up to 2,195,417 shares of the Company's stock. Such shares must be previously unissued or reacquired shares. Pursuant to the 2012 Plan, the Company is authorized to grant restricted stock or stock options up to 525,000 shares.
~~Stock Options~~
        In connection with the Company's failed attempt of an initial public offering (IPO) during 2012, the Company's registration statement on Form S-1 was declared effective by the SEC. As a result of the registration statement being declared effective and pursuant to the 2008 Plan and 2009 Plan, all remaining outstanding unvested stock options became fully vested one year after the effectiveness of the Company's registration statement. The Company recorded $0.4 million and $1.5 million in stock-based compensation expense for the years ended December 31, 2013 and December 31, 2012, respectively, as a result of the vesting acceleration of outstanding unvested stock options.
        During 2012, the Company modified the exercise prices of outstanding stock options as a result of the extraordinary dividends paid during 2012 pursuant to the anti-dilutive provisions of the 2008 Plan and 2009 Plan. The exercise prices were decreased by $3.31 and $9.96 for the dividends paid in August 2012 and December 2012, respectively.
        During 2014, in connection with the acquisition of Direct Edge, the Company modified the quantity and the exercise prices of outstanding stock options pursuant to the anti-dilutive provisions of the 2009 Plan. The quantity was increased by approximately 8% and the exercise prices were reduced by 15-20% depending on the exercise prices.
listed

Table of Contents

Bats Global Markets, Inc. (formerly known as BATS ~~GLOBAL MARKETS, INC. AND SUBSIDIARIES~~Global Markets, Inc.) and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
December 31, 2015, 2014, ~~2013,~~ and ~~2012~~2013
~~(17) Stock-Based Compensation~~(14) Segment Reporting (Continued)
        ~~Summary stock option activity is presented below:~~

Number of
shares Weighted
average
exercise
price Weighted
average
remaining
contractual
term (years) Aggregate
intrinsic value
Outstanding, December 31, 2011
1,604,500 $ 28.20 3.1 $ 37,030,383
Exercised
(1,030,655 ) 20.59 17,949,059
Forfeited
(37,220 ) 44.40

Outstanding, December 31, 2012
536,625 27.62 6.7 $ 1,652,529
Exercised
(39,750 ) 28.51 517,628
Forfeited
(7,500 ) 31.93

Outstanding, December 31, 2013
489,375 $ 28.30 5.8 $ 2,825,771
Modification
40,935
Granted
219,538 36.44
Exercised
(41,477 ) 33.71 517,683

Outstanding, December 31, 2014
708,371 $ 27.71 6.4 $ 6,183,786

Exercisable at December 31, 2014
488,833 $ 23.79 4.8 $ 6,183,786
cash equities and exchange-traded products routed transaction services that occur on Trading and DE Route. It also includes the listings business where ETPs are listed on BZX. The Company ~~estimated~~acquired Direct Edge on January 31, 2014. As of January 12, 2015, the ~~grant date fair value of~~Company ceased routing transactions through DE Route.
•
The European Equities segment includes the pan-European listed cash equities transaction services, ETFs, exchange-traded commodities and international depository receipts that occur on the RIE, BTL. It also includes the listed cash equities and exchange-traded products routed transaction services that occur on Chi-X Europe, as well as the listings business where ETPs can be listed on BTL.

•
The U.S. Options segment includes the listed equity options ~~awarded during 2014 using~~transaction services that occur on BZX and EDGX. It also includes the ~~Black-Scholes valuation model with~~listed equity options routed transaction services that occur on Trading.

•
The Global FX segment includes institutional spot FX services that occur on the ~~following assumptions:~~

2014
Expected term (in years)
6.25
Expected volatility
34 %
Expected dividends
None
Risk-free rate
1.93 %
Weighted-average fair value at grant date
$ 13.50
Hotspot platform. The Company acquired Hotspot on March 13, 2015.

Table of Contents

Bats Global Markets, Inc. (formerly known as BATS ~~GLOBAL MARKETS, INC. AND SUBSIDIARIES~~Global Markets, Inc.) and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
December 31, 2015, 2014, ~~2013,~~ and ~~2012~~2013
~~(17) Stock-Based Compensation~~(14) Segment Reporting (Continued)
        ~~Summary~~Summarized financial data of the ~~status of nonvested options is presented below:~~Company's reportable segments was as follows (in millions):

Nonvested options
Options Weighted
average
grant-date
fair value
December 31, 2011—Nonvested
494,062 $ 21.16
Vested
(236,030 ) 18.28
Forfeited
(37,220 ) 40.23

December 31, 2012—Nonvested
220,812 24.25
Vested
(213,312 ) 23.29
Forfeited
(7,500 ) 25.65

December 31, 2013—Nonvested
— $ —
Granted
219,538 13.50

December 31, 2014—Nonvested
219,538 $ 13.50

U.S. Equities European
Equities U.S. Options Global FX Corporate
items and
eliminations Total
2015:

Revenues
$ 1,386.8 $ 117.9 $ 242.2 $ 31.8 $ — $ 1,778.7
Revenues less cost of revenues
259.4 67.1 26.1 31.8 — 384.4
Depreciation and amortization
18.6 8.3 1.6 12.3 — 40.8
Operating income (loss)
149.2 31.9 9.8 (6.6 ) (2.0 ) 182.3
Total assets
475.5 267.0 21.8 440.9 111.7 1,316.9
Goodwill
253.5 179.6 — 308.2 — 741.3
Intangible assets, net
106.6 32.6 — 99.6 0.2 239.0
Debt
— — — — 687.5 687.5
Purchases of property and equipment
7.0 1.3 — 5.6 — 13.9
2014:

Revenues
$ 1,234.5 $ 99.1 $ 124.6 $ — $ — $ 1,458.2
Revenues less cost of revenues
224.3 66.4 16.8 — — 307.5
Depreciation and amortization
19.9 7.6 0.9 — — 28.4
Operating income (loss)
83.0 30.4 8.3 — (2.1 ) 119.6
Total assets
704.9 283.0 6.2 — 12.5 1,006.6
Goodwill
253.5 188.2 — — — 441.7
Intangible assets, net
115.1 41.2 — — 0.2 156.5
Debt
— — — — 474.4 474.4
Purchases of property and equipment
24.4 0.8 — — — 25.2
2013:

Revenues
$ 662.8 $ 86.4 $ 92.3 $ — $ — $ 841.5
Revenues less cost of revenues
123.9 57.6 15.3 — — 196.8
Depreciation and amortization
4.4 9.9 0.9 — — 15.2
Operating income (loss)
77.3 17.4 8.4 — (1.5 ) 101.6
Total assets
215.8 297.2 6.8 — (62.9 ) 456.9
Goodwill
— 198.0 — — — 198.0
Intangible assets, net
— 48.8 — — 0.2 49.0
Debt
— — — — 246.0 246.0
Purchases of property and equipment
3.3 0.2 0.1 — — 3.6
        Cash proceeds received from 1,250 and 20,850 options exercised for the years ended December 31, 2014 and 2012, respectively, was $0.1 million and $0.4 million, respectively. During 2014, 2013 and 2012, the Company purchased 30,691, 30,228 and 756,779 treasury shares for $1.0 million, $1.0 million and $28.8 million, respectively, as the result of 41,477, 39,750 and 1,009,805 options exercised, respectively, upon cashless exercise to satisfy the exercise price and employee income tax withholdings upon exercise. Excess tax benefits from stock option exercises recognized during the years ended December 31, 2014, 2013 and 2012 was $0.1 million, $35 thousand and $3.3 million, respectively.
~~Restricted Stock~~
        ~~Summary restricted stock activity is presented below:~~

Number of
shares Weighted
average
grant date
fair value
Nonvested stock at December 31, 2012
90,829 $ 37.53
Granted
88,606 33.94
Vested
(25,061 ) 37.58

Nonvested stock at December 31, 2013
154,374 $ 35.46
Granted
212,060 36.08
Vested
(46,586 ) 35.46
Forfeited
(38,125 ) 35.16

Nonvested stock at December 31, 2014
281,723 $ 35.97

        ~~The total unrecognized compensation expense related to nonvested restricted stock is approximately $9.6 million, which will be recognized over a weighted average remaining period of 3.3 years.~~

Table of Contents

Bats Global Markets, Inc. (formerly known as BATS ~~GLOBAL MARKETS, INC. AND SUBSIDIARIES~~Global Markets, Inc.) and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
December 31, ~~2014, 2013, and 2012~~
~~(17) Stock-Based Compensation (Continued)~~
        ~~During~~2015, 2014, and 2013 the Company purchased 9,827 and 6,689 treasury shares respectively for $0.3 million and $0.2 million, respectively, as the result of 46,586 shares and 25,061 shares of restricted stock vesting, respectively, to satisfy the employee income tax withholdings upon exercise.
        ~~During 2014, the Company also paid $0.7 million for dividends previously declared upon vesting of restricted stock.~~
~~Share Repurchase Program~~
        During 2012, the Company approved a Share Repurchase Program (the SRP) as a way for employees to liquidate shares acquired through exercise of stock options or vesting of restricted stock. The SRP was effective for the periods ending on December 31, 2014 and 2013. During 2014 and 2013, the Company repurchased 16,430 and 36,536 shares respectively into treasury for $0.6 million and $1.2 million, respectively.
~~(18) Income Taxes~~
        ~~Net deferred tax assets consist of the following components as of December 31, 2014 and 2013 (in millions):~~

2014 2013
Deferred tax assets:

Stock-based compensation
$ 4.5 $ 5.4
Goodwill and other intangibles
— 5.4
Bad debts
0.1 0.1
Other assets
2.9 1.0
Property and equipment
0.5 3.9
Intangible start-up costs
0.2 0.2
Unrecognized tax benefits
3.0 2.3
Net operating losses and credit carryforwards
1.9 5.6
Transaction costs
— 0.5
Foreign currency translation loss
1.0 —

Total deferred tax assets
14.1 24.4

Deferred tax liabilities:

Goodwill and other intangibles
15.7 —
Prepaid expenses
1.2 0.9
Foreign branch losses
0.1 9.6
Foreign equity earnings
0.3 —
Foreign currency translation gain
— 5.0

Total deferred tax liabilities
17.3 15.5

Net deferred tax (liabilities) assets
$ (3.2 ) $ 8.9

        The deferred tax asset associated with net operating losses is $1.9 million and $5.6 million for the years ended December 31, 2014 and 2013, respectively. The net operating losses have no expiration.

~~Table of Contents~~(14) Segment Reporting (Continued)

~~BATS GLOBAL MARKETS, INC. AND SUBSIDIARIES~~
~~Notes to Consolidated Financial Statements (Continued)~~
~~December 31, 2014, 2013, and 2012~~
~~(18) Income Taxes (Continued)~~
        ~~The provision for income taxes for the years ended December 31, 2014, 2013 and 2012 consists of the following (in millions):~~

2014 2013 2012
Current tax expense:

Federal
$ 21.1 $ 23.5 $ 18.8
State
5.4 2.5 13.5

Total current tax expense
26.5 26.0 32.3
Deferred income tax expense (benefit):

Federal, state and foreign
4.6 2.8 (5.8 )

Total deferred income tax expense (benefit)
4.6 2.8 (5.8 )

Income tax provision
$ 31.1 $ 28.8 $ 26.5

        ~~For the years ended December 31, 2014, 2013 and 2012, income (loss) from continuing operations before taxes consists of the following:~~

2014 2013 2012
U.S. operations
$ 48.8 $ 58.5 $ 83.6
Foreign operations
31.5 17.1 (25.5 )

$ 80.3 $ 75.6 $ 58.1

        ~~Income tax expense (benefit) attributable to income from continuing operations consists of:~~

Current Deferred Total
Year ended December 31, 2014

U.S. federal
$ 21.1 $ (0.9 ) $ 20.2
State and local
5.4 0.6 6.0
Foreign jurisdictions
— 4.9 4.9

$ 26.5 $ 4.6 $ 31.1

Year ended December 31, 2013

U.S. federal
$ 23.5 $ 12.1 $ 35.6
State and local
2.5 0.3 2.8
Foreign jurisdictions
— (9.6 ) (9.6 )

$ 26.0 $ 2.8 $ 28.8

Year ended December 31, 2012

U.S. federal
$ 18.8 $ (5.3 ) $ 13.5
State and local
13.5 (0.5 ) 13.0
Foreign jurisdictions
— — —

$ 32.3 $ (5.8 ) $ 26.5

~~Table of Contents~~

~~BATS GLOBAL MARKETS, INC. AND SUBSIDIARIES~~
~~Notes to Consolidated Financial Statements (Continued)~~
~~December 31, 2014, 2013, and 2012~~
~~(18) Income Taxes (Continued)~~
        ~~The following table shows the tax effects to additional paid-in capital and other comprehensive income (in millions):~~

Year ended
December 31

2014 2013 2012
Excess tax (shortfall) benefit related to stock-based compensation
$ (0.1 ) $ — $ 3.3
Income tax (benefit) expense to other comprehensive income
(5.7 ) 1.7 4.8
        The Company has elected to treat BTL and Chi-X Europe as flow-through entities for U.S. federal income tax purposes. As a result, the activities for BTL and Chi-X Europe are treated as branches of the Company, and taxable income or loss reported by BTL and Chi-X Europe are included in the U.S. federal income tax return of the Company. The Company assessed the realizability of its U.K. deferred tax assets and released its valuation allowance in 2013. The Company recorded a corresponding U.S. deferred tax liability for the U.K. deferred tax assets. It is anticipated that a portion of the U.K. tax liability will be offset by U.S. foreign tax credits subject to the limitations of Internal Revenue Code Section 901(m). Pursuant to U.K. tax law, net operating losses do not expire as long as the trade or business that generated the losses remains in existence.
        The income tax provision differs from the amount of income tax determined by applying the U.S. federal income tax rate to income before income tax provision for the years ended December 31, 2014, 2013 and 2012 due to the following (in millions):

2014 2013 2012
Computed "expected" tax provision
$ 28.1 35.0 % $ 26.5 35.0 % $ 20.3 35.0 %
Increase (decrease) in income tax resulting from:

Nondeductible expenses
0.2 0.2 1.4 1.9 (1.0 ) (1.7 )
Section 199 benefits
(1.3 ) (1.6 ) (1.5 ) (2.0 ) (1.4 ) (2.5 )
State income taxes
5.0 6.2 4.4 5.8 9.1 15.7
Recognition of unrecognized tax benefits
— — (3.8 ) (5.0 ) — —
Other
(0.9 ) (1.1 ) 1.8 2.4 (0.5 ) (0.8 )

Income tax provision
$ 31.1 38.7 % $ 28.8 38.1 % $ 26.5 45.7 %

        Nondeductible expenses in 2012 include a deduction of $1.0 million for previously capitalized stock issuance costs which became deductible upon the abandonment of the Company's initial public offering.
        The effective tax rate for 2014 was 38.7% compared to 38.1% in 2013 and 45.7% in 2012. The effective tax rate decreased from 2012 to 2013 primarily due to the current year recognition of previously unrecognized state tax benefits. The effective tax rate increased from 2013 to 2014 due a reduction in Section 199 benefits and an increase of unrecognized tax benefits.
        The Company provides a valuation allowance against net deferred tax assets if, based on management's assessment of historical and projected future operating results and other available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.

~~Table of Contents~~

~~BATS GLOBAL MARKETS, INC. AND SUBSIDIARIES~~
~~Notes to Consolidated Financial Statements (Continued)~~
~~December 31, 2014, 2013, and 2012~~
~~(18) Income Taxes (Continued)~~
~~Management believes it is more likely than not that the deferred tax assets will be realized based upon expectations of future taxable income.~~
        In 2013, the Company released its valuation allowance associated with its U.K. net deferred tax assets. A reconciliation of the U.K. valuation allowance for the years ended December 31, 2013 and 2012 is as follows (in millions):

Balance
beginning of
period Credited to
income Changes to
accumulated
other
comprehensive
income Releases Balance end
of period
December 31, 2013
16.9 (7.0 ) (0.4 ) (9.5 ) —
December 31, 2012
16.5 (0.5 ) 0.9 — 16.9
        ~~A reconciliation of the unrecognized tax benefits for the years ended December 31, 2014, 2013 and 2012 is as follows (in millions):~~

Year ended December 31

2014 2013 2012
Balance at beginning of year
$ 6.0 $ 9.1 $ 1.9
Additions for acquired entities
0.5 — —
Additions for current year tax positions
2.1 1.9 3.0
Additions for prior year tax positions
1.0 — 5.2
Reductions for prior year tax positions
(0.3 ) (5.0 ) (1.0 )
Reductions related to expirations of statute of limitations
(0.3 ) — —
Settlements
(1.1 ) — —

Balance at end of year
$ 7.9 $ 6.0 $ 9.1

        ~~It is reasonably possible that the total amount of unrecognized tax benefits may decrease by approximately $1.0 million within the next twelve months due to expiring statutes of limitation.~~
        At December 31, 2014 and 2013, the Company had $4.9 million and $4.0 million, respectively, of unrecognized tax benefits, net of federal benefit that, if recognized, would affect the effective tax rate. The Company had accrued interest and penalties of $0.7 million and $0.6 million related to uncertain tax positions at December 31, 2014 and 2013. Total interest and penalties increased by $0.1 million in 2014 and decreased by $0.8 million in 2013.
        The Company files a U.S. federal income tax return and tax returns in various jurisdictions, including a U.K. income tax return for its U.K. operations. The Company's open tax years are 2011 through 2014. The Company is currently under a U.S. federal income tax examination for tax year 2011, 2012 and 2013 and in certain states for certain subsidiaries. The Company believes the aggregate amount of any additional liabilities that may result from this examination, if any, will not have a material adverse effect on the financial position, results of operations, or cash flows of the Company.

~~Table of Contents~~

~~BATS GLOBAL MARKETS, INC. AND SUBSIDIARIES~~
~~Notes to Consolidated Financial Statements (Continued)~~
~~December 31, 2014, 2013, and 2012~~
~~(19) Earnings Per Share~~
        ~~The following table sets forth the computation of basic and diluted earnings per share (in millions, except per share data):~~

2014 2013 2012
Numerator:

Net income
$ 49.2 $ 46.8 $ 31.6
Denominator:

Weighted average common shares outstanding for basic earnings per share
31,618,707 22,641,629 22,508,811
Weighted average effect of dilutive securities:

Stock options and restricted stock
174,453 97,118 237,335

Denominator for diluted earnings per share
31,793,160 22,738,747 22,746,146

Basic and diluted earnings per share:

Basic earnings per share
$ 1.56 $ 2.07 $ 1.40
Diluted earnings per share
$ 1.55 $ 2.06 $ 1.39
        Stock options and restricted stock to purchase 66,731, 46,188 and 102,862 shares at December 31, 2014, 2013 and 2012, respectively, were outstanding but were not included in the computation of diluted earnings per share as they were anti-dilutive under the treasury stock method.
~~(20) Commitments, Contingencies and Guarantees~~
~~Operating Leases~~
        The Company leases office and data center space under non-cancelable operating leases with third parties. Some leases contain renewal options and escalation clauses based on increases in property taxes and building operating costs.
        In November 2012, the Company entered into a lease agreement with a data center provider for the primary data center in Slough, U.K. This lease is for 41 months. In December 2011, the Company also entered into new lease agreements with the data center provider for the primary data center in Weehawken, New Jersey and the back-up data center site in Chicago, Illinois. These leases are for 30 months and 34 months respectively.
        ~~In October 2012 and amended in November 2013, the Company entered into a ten year lease agreement for office space in New York, with the one-time option to cancel the lease after five years.~~
        ~~In November 2013, the Company extended its lease at the U.S. disaster recovery space for an additional five years.~~
        ~~In December 2013, the Company entered into new five-year lease agreements with a new data center provider in Secaucus, New Jersey.~~
        ~~In February 2014, the Company extended its lease at its U.S. headquarters for ten years.~~

~~Table of Contents~~

~~BATS GLOBAL MARKETS, INC. AND SUBSIDIARIES~~
~~Notes to Consolidated Financial Statements (Continued)~~
~~December 31, 2014, 2013, and 2012~~
~~(20) Commitments, Contingencies and Guarantees (Continued)~~
        ~~Future annual minimum lease commitments under these operating leases as of December 31, 2014, are as follows (in millions):~~

2015
$ 9.3
2016
6.0
2017
4.4
2018
3.0
2019
2.0
Thereafter
7.9

Total
$ 32.6

        Rent expense was $4.2 million, $1.9 million and $2.3 million, for the years ended December 31, 2014, 2013 and 2012, respectively, which is recorded in occupancy expense in the accompanying consolidated statements of income. Other operating lease expense included $2.5 million recorded in systems and data communications and $5.6 million recorded in general and administrative for the year ended December 31, 2014, and $1.3 million and $1.2 million for the years ended December 31, 2013 and 2012, respectively, recorded in systems and data communications on the consolidated statements of income.
~~Legal Proceedings~~
        From time to time the Company is involved in various legal proceedings arising in the ordinary course of business. The Company does not believe that the outcome of any of the reviews, inspections or other legal proceedings will have a material impact on the consolidated financial position, results of operations or cash flows; however, litigation is subject to many uncertainties, and the outcome of individual litigated matters is not predictable with assurance.
        In complaints filed on July 22, 2009, May 11, 2010 and August 17, 2010 in the U.S. District Court for the Eastern District of Texas, Realtime Data, LLC d/b/a/ IXO (Realtime) claimed that the Company, along with certain other financial instrument exchanges, investment and commercial banking companies and financial data providers, infringed six Realtime patents by using, selling or offering for sale financial data compression products or services. On September 21, 2011, the case was transferred to the U.S. District Court for the Southern District of New York (the "Southern District"). The Court issued a final order dismissing the case on November 9, 2012. On January 27, 2014, the U.S. Court of Appeals for the Federal Circuit affirmed the entirety of the decision issued by the Court, and in March denied Realtime's request for a panel rehearing. On May 12, 2014, the Company entered into a settlement and license agreement with Realtime.
        In a complaint filed on June 14, 2013 in the U.S. District Court for the District of Delaware, Relay IP, Inc. (Relay IP) claimed that the Company infringed a Relay IP patent through the Company's distribution of data using a multicast routing method known as the Protocol Independent Multicast-Sparse Mode standard, also known as the PIM-SM standard. On July 21, 2014, an Order of Dismissal with Prejudice was filed for both BATS and Direct Edge with the Court.

~~Table of Contents~~

~~BATS GLOBAL MARKETS, INC. AND SUBSIDIARIES~~
~~Notes to Consolidated Financial Statements (Continued)~~
~~December 31, 2014, 2013, and 2012~~
~~(20) Commitments, Contingencies and Guarantees (Continued)~~
        In a complaint originally filed on January 23, 2014 and amended on February 17, 2014 in the U.S. District Court for the District of Kansas, Leveraged Innovations LLC (LI) claimed that the Company infringed several LI patents by allowing the exchange of shares of leveraged exchange traded funds (Leveraged ETFs) through BZX, BYX, EDGA and EDGX. On December 11, 2014, the Company entered into a Settlement and License Agreement with LI and a Stipulation of Dismissal with Prejudice was filed with the Court on December 12, 2014.
        In April 2014, the first of four purported class action lawsuits was filed in the U.S. District Court for the Southern District by the City of Providence, Rhode Island, against more than 40 defendants, including "Exchange Defendants", "Brokerage Defendants" and "HFT (High Frequency Trading) Defendants" (the "City of Providence lawsuit"). BATS Global Markets, Inc. and Direct Edge ECN LLC were among the named Exchange Defendants. The lead plaintiffs are suing on behalf of a class of "all public investors" who bought or sold stock from April 18, 2009 to the present on the U.S.-based equity exchanges operated by the remaining Exchange Defendants or on Barclays LX. The amended complaint asserts violations by all remaining Exchange Defendants of Sections 10(b) and 6(b) of the Exchange Act, and seeks unspecified compensatory damages against all defendants, jointly and severally, as well as various forms of equitable relief. While it is too early in the litigation to estimate any range of possible losses or predict the outcome of the case, the Company believes that these allegations are without merit and intends to vigorously defend this litigation.
        In May 2014, three purported class action lawsuits were filed in the Southern District by Harold Lanier against the securities exchanges that are participants in each of the three national market system data distribution plans—the Consolidated Tape Association/Consolidated Quotation Plan, the Nasdaq UTP Plan, and the Options Price Reporting Authority (the "Plans")—which are established under the Exchange Act and regulated by the SEC. Lanier's allegations include that the exchange participants in the Plans breached agreements with subscribers by disseminating market data in a discriminatory manner in that other "preferred" customers allegedly received their data faster than the proposed class. The complaints seek, among other relief, unspecified compensatory damages, restitution of the putative class's subscription fees paid to the defendants, disgorgement of the fees paid by the so-called preferred customers, and injunctive and declaratory relief. While it is too early in the litigation to estimate any range of possible losses or predict the outcome of the case, the Company believes that these allegations are without merit and intends to vigorously defend this litigation.
        As a self-regulatory organization under the jurisdiction of the SEC, the Company is subject to routine reviews and inspections by the SEC, and Trading and DE Route are subject to reviews and inspections by the Financial Industry Regulatory Authority (FINRA).
        In February 2012, the Company and Direct Edge each received a written requests from the SEC's Division of Enforcement seeking documents and information related to the development, modification and use of order types, and the Company's communications with certain market participants (including certain exchange members affiliated with certain of the Company's stockholders and directors) regarding the development, modification and use of order types; the Company's information technology systems; and trading strategies. On January 12, 2015, the SEC's Division of Enforcement announced an Order Instituting Administrative Cease-and-Desist Proceedings and Imposing Remedial Sanctions against Direct Edge in which Direct Edge entered into a settlement agreement with the Commission, without admitting or denying the allegations, agreeing to pay a fine in the amount of $14.0 million and

~~Table of Contents~~

~~BATS GLOBAL MARKETS, INC. AND SUBSIDIARIES~~
~~Notes to Consolidated Financial Statements (Continued)~~
~~December 31, 2014, 2013, and 2012~~
~~(20) Commitments, Contingencies and Guarantees (Continued)~~
comply with certain undertakings. This fine was accounted for in the acquisition of Direct Edge, see note 3 and included in other liabilities in the consolidated statement of financial condition along with a related $7.0 million indemnification liability related to this matter pursuant to the Transaction agreement.
~~Guarantees~~
        The Company uses Wedbush Securities, Morgan Stanley and Merrill Lynch (collectively, affiliates of stockholders of the Company) to clear its routed cash equities transactions. Wedbush Securities, Morgan Stanley and Merrill Lynch guarantee the trade until one day after the trade date, after which time the National Securities Clearing Corporation (NSCC) provides a guarantee. In the case of a failure to perform on the part on one of its clearing firms, Wedbush Securities or Morgan Stanley, the Company provides the guarantee to the counterparty to the trade. The Options Clearing Corporation (OCC) acts as a central counterparty on all transactions in listed equity options, and as such, guarantees clearance and settlement of all of the Company's options transactions. The Company believes that any potential requirement for the Company to make payments under these guarantees is remote and accordingly, has not recorded any liability in the consolidated financial statements for these guarantees.
~~(21) Quarterly Data (Unaudited) (in Millions, except per share data)~~

First
quarter Second
quarter Third
quarter Fourth
quarter Year ended
December 31,
2014
Total revenue
$ 320.7 $ 356.2 $ 347.5 $ 433.8 $ 1,458.2
Cost of revenue
251.4 278.9 270.3 350.1 1,150.7
Operating expenses
40.7 50.0 48.8 48.4 187.9
Operating income
28.7 27.3 28.3 35.3 119.6

Net income
$ 4.5 $ 13.7 $ 12.7 $ 18.3 $ 49.2

Basic and diluted earnings per share:

Basic earnings per share
$ 0.16 $ 0.43 $ 0.41 $ 0.56 $ 1.56
Diluted earnings per share
$ 0.16 $ 0.43 $ 0.40 $ 0.56 $ 1.55

First
quarter Second
quarter Third
quarter Fourth
quarter Year ended
December 31,
2013
Total revenue
$ 218.9 $ 230.5 $ 195.0 $ 197.1 $ 841.5
Cost of revenue
169.0 180.6 144.3 150.8 644.7
Operating expenses
22.2 21.8 25.0 26.2 95.2
Operating income
27.7 28.1 25.7 20.1 101.6

Net income
$ 16.0 $ 12.3 $ 9.9 $ 8.6 $ 46.8

Basic and diluted earnings per share:

Basic earnings per share
$ 0.71 $ 0.54 $ 0.44 $ 0.38 $ 2.07
Diluted earnings per share
$ 0.70 $ 0.54 $ 0.44 $ 0.38 $ 2.06

~~Table of Contents~~

~~BATS GLOBAL MARKETS, INC. AND SUBSIDIARIES~~
~~Notes to Consolidated Financial Statements (Continued)~~
~~December 31, 2014, 2013, and 2012~~
~~(21) Quarterly Data (Unaudited) (in Millions, except per share data) (Continued)~~

First
quarter Second
quarter Third
quarter Fourth
quarter Year ended
December 31,
2012
Total revenue
$ 214.4 $ 230.7 $ 217.0 $ 222.6 $ 884.7
Cost of revenue
170.7 187.6 173.1 176.4 707.8
Operating expenses
32.8 27.7 25.0 32.1 117.6
Operating income
10.9 15.5 18.9 14.0 59.3

Net income
$ 7.5 $ 10.2 $ 11.5 $ 2.4 $ 31.6

Basic and diluted earnings per share:

Basic earnings per share
$ 0.34 $ 0.45 $ 0.51 $ 0.10 $ 1.40
Diluted earnings per share
$ 0.33 $ 0.45 $ 0.51 $ 0.10 $ 1.39
~~(22) Subsequent Events~~
        ~~The Company has performed an evaluation of events that have occurred subsequent to December 31, 2014 through February 26, 2015 the date the consolidated financial statements were issued.~~
        ~~As of January 12, 2015, EDGX and EDGA began routing all trades through the BATS Trading broker-dealer. DE Route will no longer be used as a routing facility for EDGX and EDGA.~~
        On January 28, 2015, the Company entered into a definitive agreement to acquire Hotspot FX, an institutional spot foreign exchange market, in a cash transaction valued at $365 million (the Hotspot Transaction).
        During January 2015, the Company returned certain leased computer equipment used with the EDGX and EDGA platforms, which was transitioned to the BATS platform effective January 12, 2015. In connection with this return of the leased equipment a liability for the remaining fair value of the lease obligation of $6.0 million was recorded in January 2015, as the Company no longer received economic benefit from the leased assets subsequent to the integration of the EDGX and EDGA platforms. Lease payments will continue to be made in accordance with the original lease arrangement.
        ~~Beginning in 2015, the legacy Direct Edge 401(k) plan was closed and all U.S. employees were eligible for the BATS 401(k) retirement plan.~~
        On February 24, 2015, the Company amended its 2014 Loan in anticipation of the closing of the Hotspot Transaction (the Amended 2014 Loan). The Amended 2014 Loan increased the spread on the variable interest rate from 400 basis points to 475 basis points and required a 25 basis point amendment fee. The required annual amortization also increased from 5.0% per annum to 7.5% per annum. In addition, the Company entered into a new $150 million 3-year term loan (the 2015 Term Loan B-1) and a new $228 million 5-year term loan (the 2015 Term Loan B-2) and, both of which will be funded upon consummation of the Hotspot Transaction. The 2015 Term Loan B-1 has an interest rate based on 1-month LIBOR plus a spread of 375 basis points and a 100 basis point original issue discount. The 2015 Term Loan B-2 has an interest rate based on 1-month LIBOR (with floor of 100 basis points) plus a spread of 475 basis points and a 100 basis point original issue discount. In addition, the Company entered into a new $100 million revolving credit facility with an interest rate

~~Table of Contents~~

~~BATS GLOBAL MARKETS, INC. AND SUBSIDIARIES~~
~~Notes to Consolidated Financial Statements (Continued)~~
~~December 31, 2014, 2013, and 2012~~
~~(22) Subsequent Events (Continued)~~
~~based on 1-month LIBOR plus a spread of 350 basis points and an undrawn fee of 50 basis points and replaces the revolving credit facility under the 2014 Loan.~~
        There have been no other subsequent events that have occurred during such period that would require disclosure in, or adjustment to, the consolidated financial statements as of and for the year ended December 31, 2014.

~~Table of Contents~~

~~BATS GLOBAL MARKETS, INC. AND SUBSIDIARIES~~

~~Condensed Consolidated Statements of Financial Condition~~

~~(Unaudited, in millions, except share data)~~

As of

September 30,
2015 December 31,
2014
Assets

Current assets:

Cash and cash equivalents
$ 77.9 $ 122.2
Restricted cash
— 14.0
Financial investments:

Trading investments, at fair value
0.5 7.0
Available-for-sale investments, at fair value
— 61.4
Accounts receivable, net, including $41.1 and $54.5 from related parties at September 30, 2015 and December 31, 2014, respectively
145.6 130.2
Income taxes receivable
1.9 12.3
Other receivables
3.1 3.6
Prepaid expenses
11.0 8.2

Total current assets
240.0 358.9
Property and equipment, net

31.7
29.0
Goodwill
745.4 441.7
Intangible assets, net
248.3 156.5
Debt issuance costs, net
7.5 4.5
Deferred income taxes, net
2.6 3.3
Investment in EuroCCP
11.5 10.8
Other assets
1.8 1.9

Total assets
$ 1,288.8 $ 1,006.6

Liabilities and Stockholders' Equity

Current liabilities:

Accounts payable and accrued liabilities, including $18.9 and $19.0 to related parties at September 30, 2015 and December 31, 2014, respectively
$ 82.7 $ 101.1
Section 31 fees payable
24.2 107.7
Current portion of long-term debt
98.0 44.2
Current portion of contingent consideration liability to a related party
6.6 —
Deferred income taxes
— 0.6

Total current liabilities
211.5 253.6
Long-term debt, less current portion

639.2
430.2
Contingent consideration liability, less current portion, to a related party
57.7 —
Unrecognized tax benefits
12.6 8.6
Deferred income taxes
— 5.9
Other liabilities
3.8 4.1
Commitments and contingencies

Stockholders' equity:

Common stock, $0.01 par value. 55,000,000 voting and 20,000,000 non-voting shares authorized at September 30, 2015 and December 31, 2014; 25,613,507 voting and 7,266,714 non-voting shares issued at September 30, 2015; 25,551,796 voting and 7,266,714 non-voting shares issued at December 31, 2014
0.3 0.3
Common stock in treasury, at cost, 111,151 and 56,948 voting shares at September 30, 2015 and December 31, 2014, respectively
(4.4 ) (1.9 )
Additional paid-in capital
268.8 262.7
Retained earnings
103.2 42.8
Accumulated other comprehensive (loss) income, net
(3.9 ) 0.3

Total stockholders' equity
364.0 304.2

Total liabilities and stockholders' equity
$ 1,288.8 $ 1,006.6

~~See accompanying notes to condensed consolidated financial statements.~~

~~Table of Contents~~

~~BATS GLOBAL MARKETS, INC. AND SUBSIDIARIES~~

~~Condensed Consolidated Statements of Income~~

~~(Unaudited, in millions, except per share data)~~

Nine Months Ended,

September 30,
2015 September 30,
2014
Revenues:

Transaction fees, including $453.0 and $353.3 from related parties at September 30, 2015 and 2014, respectively
$ 970.1 $ 707.7
Regulatory transaction fees, including $90.6 and $135.5 from related parties at September 30, 2015 and 2014, respectively
207.0 186.5
Market data fees, including $1.8 and $1.1 from related parties at September 30, 2015 and 2014, respectively
99.4 81.2
Port fees and other, including $11.8 and $18.1 from related parties at September 30, 2015 and 2014, respectively
58.7 49.0

Total revenues
1,335.2 1,024.4
Cost of revenues:

Liquidity payments, including $422.6 and $311.2 to related parties at September 30, 2015 and 2014, respectively
805.7 578.5
Section 31 fees
207.0 186.5
Routing and clearing, including $28.8 and $23.9 to related parties at September 30, 2015 and 2014
36.3 35.4
Other
0.4 0.2

Total cost of revenues
1,049.4 800.6

Revenues less cost of revenues
285.8 223.8
Operating expenses:

Compensation and benefits
58.4 66.2
Depreciation and amortization
28.5 20.9
Systems and data communication
21.4 16.9
Occupancy
2.4 2.6
Professional and contract services
8.9 5.0
Regulatory costs
8.6 8.7
Changes in fair value of contingent consideration liability
1.7 —
General and administrative
20.9 19.2

Total operating expenses
150.8 139.5

Operating income
135.0 84.3
Non-operating (expenses) income:

Interest and investment expense
(34.2 ) (20.3 )
Equity in earnings in EuroCCP
1.0 0.8
Loss on extinguishment of debt
— (13.6 )
Other income
1.6 0.4

Income before income tax provision
103.4 51.6
Income tax provision

42.9
20.7

Net income
$ 60.5 $ 30.9

Basic earnings per share
$ 1.86 $ 0.98
Diluted earnings per share
$ 1.85 $ 0.98
Cash distributions declared per common stock

$
0.31
$
7.67
Basic weighted average shares outstanding

32.5
31.4
Diluted weighted average shares outstanding
32.7 31.5
~~See accompanying notes to condensed consolidated financial statements.~~

~~Table of Contents~~

~~BATS GLOBAL MARKETS, INC. AND SUBSIDIARIES~~

~~Condensed Consolidated Statements of Comprehensive Income~~

~~(Unaudited, in millions)~~

Nine Months Ended,

September 30,
2015 September 30,
2014
Net income
$ 60.5 $ 30.9
Other comprehensive loss, before tax:

Foreign currency translation adjustments
(6.7 ) (3.5 )

Other comprehensive loss, before tax
(6.7 ) (3.5 )
Income tax benefit (provision) related to components of other comprehensive loss
2.5 (0.8 )

Other comprehensive loss, net of tax
(4.2 ) (4.3 )

Comprehensive income
$ 56.3 $ 26.6

~~See accompanying notes to condensed consolidated financial statements.~~

~~Table of Contents~~
~~BATS GLOBAL MARKETS, INC. AND SUBSIDIARIES~~
~~Condensed Consolidated Statements of Changes in Stockholders' Equity~~
~~(Unaudited, in millions, except share data)~~

Common stock

Accumulated
other
comprehensive
(loss)
income, net

Voting
shares
outstanding Non-voting
shares
outstanding Class A
non-voting
shares
outstanding Class B
non-voting
shares
outstanding Par value Common
stock in
treasury Additional
paid-in
capital Retained
earnings
(deficit) Total
stockholders'
equity
Balance at December 31, 2013
22,609,850 189,500 — — $ 0.2 $ (42.7 ) $ 128.6 $ 44.2 $ 9.6 $ 139.9
Acquisition of Direct Edge Holdings LLC and recapitalization

2,726,534
(189,500
)
3,090,714
4,176,000
0.1
42.7
301.7
—
—
344.5
Common stock issued under employee stock plans
184,721 — — — — (1.0 ) 0.9 — — (0.1 )
Share repurchases
(26,257 ) — — — — (0.9 ) — — — (0.9 )
Stock-based compensation
— — — — — — 1.9 — — 1.9
Excess tax expense from stock-based compensation
— — — — — — 0.1 — — 0.1
Distribution
— — — — — — (170.5 ) (50.7 ) — (221.2 )
Other comprehensive loss, net of tax
— — — — — — — — (9.3 ) (9.3 )
Net income
— — — — — — — 49.2 — 49.2

Balance at December 31, 2014
25,494,848 — 3,090,714 4,176,000 $ 0.3 $ (1.9 ) $ 262.7 $ 42.7 $ 0.3 $ 304.1

Common stock issued under employee stock plans
34,258 — — — — — 1.7 — — 1.7
Share repurchases
(26,750 ) — — — — (2.5 ) — — — (2.5 )
Stock-based compensation
— — — — — — 4.2 — — 4.2
Distribution
— — — — — — 0.2 — — 0.2
Other comprehensive loss, net of tax
— — — — — — — — (4.2 ) (4.2 )
Net income
— — — — — — — 60.5 — 60.5

Balance at September 30, 2015
25,502,356 — 3,090,714 4,176,000 $ 0.3 $ (4.4 ) $ 268.8 $ 103.2 $ (3.9 ) $ 364.0

~~See accompanying notes to consolidated financial statements.~~

~~Table of Contents~~

~~BATS GLOBAL MARKETS, INC. AND SUBSIDIARIES~~

~~Condensed Consolidated Statements of Cash Flows~~

~~(Unaudited, in millions)~~

Nine months ended,

September 30,
2015 September 30,
2014
Cash flows from operating activities:

Net income
$ 60.5 $ 30.9
Adjustments to reconcile net income to net cash provided by (used in) operating activities:

Depreciation and amortization
28.5 20.9
Amortization of debt issuance cost and discount
4.6 2.0
Realized gain on revolver
(1.1 ) —
Loss on extinguishment of debt
— 13.6
Provision for uncollectable accounts receivable
0.2 0.1
Deferred income tax
5.6 6.6
Stock-based compensation expense
4.2 1.3
Change in contingent consideration liability
1.7 —
Equity in earnings in EuroCCP
(1.0 ) (0.8 )
Changes in assets and liabilities:

Receivables, including $13.4 and $8.6 from related parties for the periods ended September 30, 2015 and 2014, respectively
0.4 (22.8 )
Trading financial investments, net
6.5 (2.0 )
Prepaid and other assets
(2.8 ) (4.9 )
Accounts payable and accrued expenses, including $0.2 and $3.2 to related parties for the periods ended September 30, 2015 and 2014, respectively
(19.5 ) (5.5 )
Section 31 fees payable
(83.5 ) (57.9 )
Unrecognized tax benefit
4.0 1.9
Other liabilities
(0.2 ) 2.6

Net cash provided by (used in) operating activities
8.1 (14.0 )
Cash flows from investing activities:

Acquisition, net of cash acquired
(360.9 ) 23.8
Purchases of available-for-sale financial investments
(110.6 ) (108.0 )
Proceeds from maturities of available-for-sale financial investments
172.0 126.2
Purchases of property and equipment
(12.3 ) (17.6 )
Changes in restricted cash
14.0 —

Net cash (used in) provided by investing activities
(297.8 ) 24.4
Cash flows from financing activities:

Proceeds from long-term debt
373.8 500.0
Payment of long term debt
(102.4 ) (266.8 )
Debt issuance costs
(19.3 ) (8.3 )
Distributions paid
(11.9 ) (208.7 )
Excess tax benefit (shortfall) from stock option exercises
0.1 (0.1 )
Proceeds from exercise of stock options
0.1 0.1
Proceeds from employee stock purchase program
0.7 —
Purchases of treasury stock
(1.5 ) (0.8 )

Net cash provided by financing activities
239.6 15.4
Effect of foreign currency exchange rate changes on cash and cash equivalents

5.8
(6.1
)

(Decrease) increase in cash and cash equivalents
(44.3 ) 19.7
Cash and cash equivalents:

Beginning of year
122.2 87.2

End of year
$ 77.9 $ 106.9

Supplemental disclosure of cash paid:

Cash paid for interest
$ 27.9 $ 18.0
Cash paid for income taxes, net of refunds
31.6 20.9
Supplemental disclosure of noncash transactions:

Forfeiture of common stock for payment of exercise of stock options
$ 0.9 $ 0.8
Distribution payable on unvested restricted stock
— 1.4
Supplemental disclosure of noncash investing activities:

Property and equipment acquired
$ 0.3 $ 10.4
Goodwill acquired
308.2 253.5
Intangible assets acquired
111.0 120.4
Other assets acquired
5.2 66.1
Fair value of contingent consideration liability at acquisition date
(62.6 ) —
Liabilities assumed
(1.2 ) (129.7 )
Issuance of common stock related to acquisition
— (344.5 )
~~See accompanying notes to condensed consolidated financial statements.~~

~~Table of Contents~~

~~BATS GLOBAL MARKETS, INC. AND SUBSIDIARIES~~

~~Notes to Condensed Consolidated Financial Statements (unaudited)~~
~~(1) Organization and Basis of Presentation~~
        BATS Global Markets, Inc. and its consolidated subsidiaries (the Company or BATS) is an innovative global financial technology company that develops and operates electronic markets for the trading of listed cash equity securities in the United States (U.S.) and Europe, and listed equity options in the United States and a foreign exchange market globally. The Company is headquartered in the Kansas City, Missouri, area with additional offices in New York, Chicago, London and Singapore.
        The accompanying unaudited condensed consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles (U.S. GAAP) and reflect all adjustments that are, in the opinion of management, necessary for a fair presentation of results for the interim periods presented. These adjustments are of a normal recurring nature. Accordingly, the unaudited consolidated financial statements do not include all of the information and footnotes required by GAAP for complete financial statements and should be read in conjunction with the audited consolidated financial statements and related notes thereto for the year ended December 31, 2014.
        The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts and the disclosure of contingent amounts in the condensed consolidated financial statements and accompanying notes. Actual results could differ from those estimates.
~~Recent Accounting Pronouncements~~
        In April 2015, the Financial Accounting Standards Board (FASB) issued ASU 2015-03 Interest- Imputation of Interest that simplifies the presentation of debt issuance cost (ASU 2015-03). Currently debt issuance cost is presented as an asset on the condensed consolidated statement of financial condition and amortized over the life of the note. This ASU will change the classification of debt issuance cost to a contra-liability to be directly deducted from the face amount of the note to which it relates. The amortization of debt issuance cost, and its resulting income statement impact, will not change. ASU 2015-03 is effective for fiscal years beginning after December 15, 2015. The adoption is not expected to have a material impact on the Company's condensed consolidated financial statements.
        In August 2015, the Financial Accounting Standards Board issued Accounting Standards Update No. 2015-14, Revenue from Contracts with Customers, Deferral of the Effective Date, or ASU 2015-14. This standard defers the guidance in ASU 2014-09, Revenue From Contracts with Customers, by one year. ASU 2015-14 requires these new revenue recognition rules to become effective for annual reporting periods beginning after December 15, 2017, and interim periods within those annual periods. The core principle of ASU 2014-09 is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The Company is currently in the process of evaluating the impact of adoption of this amendment but does not expect the adoption to have a material effect on the condensed consolidated financial statements.
        In September 2015, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update, or ASU, 2015-16, "Simplifying the Accounting for Measurement-Period Adjustments," which eliminates the requirement that an acquirer in a business combination account for measurement-period adjustments retrospectively. This guidance requires that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. In addition, the amendments in this guidance require an entity to present separately on the face of the income statement or disclose in the notes the

~~Table of Contents~~

~~BATS GLOBAL MARKETS, INC. AND SUBSIDIARIES~~
~~Notes to Condensed Consolidated Financial Statements (unaudited) (Continued)~~
~~(1) Organization and Basis of Presentation (Continued)~~
portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. This new standard is effective prospectively for the Company on January 1, 2016. Early adoption is permitted. The Company does not expect the adoption of this guidance to have a significant impact on the condensed consolidated financial statements.
~~(2) Acquisitions~~
~~Direct Edge~~
        On January 31, 2014 (the Direct Edge Acquisition Date), the Company acquired 100% of the outstanding common stock of Direct Edge Holdings LLC (Direct Edge) (the Direct Edge Transaction) for a total purchase price of $386.2 million. The results of Direct Edge's operations have been included in the condensed consolidated financial statements since the Direct Edge Acquisition Date.
        ~~The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the Direct Edge Acquisition Date (in millions):~~

Cash and cash equivalents
$ 65.5
Other current assets
66.1
Property and equipment
10.4
Identifiable intangible assets
120.4
Goodwill
253.5
Liabilities
(129.7 )

$ 386.2

        Of the identifiable intangible assets recognized, $71.9 million was assigned to trading registrations and licenses and has an indefinite useful life. Therefore, this intangible asset will not be amortized, but its potential impairment will be evaluated at least annually. The remaining intangible assets will be amortized over the following useful lives:

Assets
Useful life Balance at
acquisition
date
(in millions)
Customer relationships
16 years $ 43.0
Non-compete agreements
2 years 3.9
Trademarks/trade names
1 year 1.6
        The goodwill acquired was assigned to the U.S Equities segment, as further described in note 7. The goodwill recognized is attributable primarily to expected synergies of the combined workforce and technologies of BATS and Direct Edge. No goodwill was deductible for tax purposes.
        ~~The fair value of accounts receivable acquired was $27.5 million. The gross amount of accounts receivable was $27.6 million, of which $0.1 million was deemed to be uncollectable.~~
        The Company recognized $14.6 million of acquisition-related costs expensed during the nine months ended September 30, 2014. These costs are included in compensation and benefits, and professional and contract services in the condensed consolidated statements of income.

~~Table of Contents~~

~~BATS GLOBAL MARKETS, INC. AND SUBSIDIARIES~~
~~Notes to Condensed Consolidated Financial Statements (unaudited) (Continued)~~
~~(2) Acquisitions (Continued)~~
        The amounts of revenue and operating income of Direct Edge are included in the Company's condensed consolidated statements of income from the Acquisition Date to the period ending September 30, 2014 are as follows (in millions):

Revenue
$ 380.1
Operating income
4.1
Net income
12.4
        The following unaudited pro forma financial information presents the combined results including Direct Edge had the Direct Edge Acquisition Date been January 1, 2014 (in millions, except earnings per share):

Nine Months
Ended
September 30, 2014
Revenue
$ 1,074.8
Operating income
85.4
Net income
31.6
Earnings per share:

Basic
$ 1.01
Diluted
$ 1.00
        The supplemental 2014 pro forma amounts have been calculated after applying the Company's accounting policies and adjusting the results to reflect the additional depreciation and amortization that would have been charged assuming the adjusted fair values of property and equipment and acquired intangible assets had been applied on January 1, 2014. The supplemental 2014 pro forma financial information includes pro forma adjustments of $32.7 million for acquisition related costs, such as fees to investment bankers, attorneys, accountants and other professional advisors and severance to employees.
~~Hotspot~~
        On March 13, 2015 (the Hotspot Acquisition Date), the Company completed the acquisition of Hotspot FX Holdings LLC (the Hotspot Transaction) for $365 million in cash and a tax sharing arrangement with a Hotspot Acquisition Date fair value of $62.6 million.
        ~~The results of Hotspot's operations have been included in the condensed consolidated financial statements since the Hotspot Acquisition Date.~~
        ~~The acquisition-date fair value of the consideration transferred totaled $430.1 million, which consisted of the following (in millions):~~

Cash
$ 365.0
Contingent consideration liability
62.6
Working capital payment
2.5

Total purchase price
$ 430.1

~~Table of Contents~~

~~BATS GLOBAL MARKETS, INC. AND SUBSIDIARIES~~
~~Notes to Condensed Consolidated Financial Statements (unaudited) (Continued)~~
~~(2) Acquisitions (Continued)~~
        The contingent consideration liability represents a tax sharing arrangement with the former owner for payment of 70% of the tax benefit from the amortization resulting from the Hotspot Transaction for the first three years after the Hotspot Acquisition Date and 50% of the tax benefit for the remaining twelve years. For a 30 day period after the third anniversary of the Hotspot Acquisition Date, the Company and the former owner have the option to settle the remaining liability for $50.0 million. If neither the Company nor the former owner exercises such option, the payments will continue through 2030. The payments are contingent on the Company generating sufficient taxable net income to pay such tax benefits to KCG. The fair value of the contingent consideration liability at the Hotspot Acquisition Date was estimated using a probability-weighted discounted cash flow method, represents a Level 3 measurement as defined in ASC Topic 820, and changes in fair value are recorded in operating expenses in the condensed consolidated statements of income.
        ~~The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the Hotspot Acquisition Date (in millions):~~

Cash and cash equivalents
$ 6.6
Other current assets
5.2
Property and equipment
0.3
Identifiable intangible assets
111.0
Goodwill
308.2
Liabilities
(1.2 )

$ 430.1

        Of the identifiable intangible assets recognized, $15.3 million was assigned to the tradename and has an indefinite useful life. Therefore, this intangible asset will not be amortized, but its impairment will be evaluated at least annually. The remaining intangible assets will be amortized over the following useful lives:

Assets
Useful life Balance at
acquisition
date
(in millions)
Customer relationships
18 years $ 81.2
Technology
6 years 12.6
Non-compete agreements
1 year 1.9
        The goodwill acquired was assigned to the Global FX segment, as further described in note 7. The goodwill recognized is attributable primarily to expected synergies of the combined workforce and technologies of BATS and Hotspot. Goodwill deductible for tax purposes is $247.9 million.
        ~~The fair value of accounts receivable acquired was $5.2 million. The gross amount of accounts receivable was $5.3 million, of which $0.1 million was deemed to be uncollectable.~~
        The Company recognized $6.4 million of acquisition-related costs expensed during the nine months ended September 30, 2015. These costs are included in compensation and benefits and professional and contract services in the condensed consolidated statements of income.

~~Table of Contents~~

~~BATS GLOBAL MARKETS, INC. AND SUBSIDIARIES~~
~~Notes to Condensed Consolidated Financial Statements (unaudited) (Continued)~~
~~(2) Acquisitions (Continued)~~
        The amounts of revenue and operating income of Hotspot are included in the Company's condensed consolidated statements of income from the Hotspot Acquisition Date to the nine months ending September 30, 2015 are as follows (in millions):

Revenue
$ 23.2
Operating income
0.5
Net income
0.5
        ~~The following unaudited pro forma financial information presents the combined results including Hotspot had the Hotspot Acquisition Date been January 1, 2014 (in millions, except earnings per share):~~

Nine Months Ended
September 30,

2015 2014
Revenue
$ 1,344.3 $ 1,058.7
Operating income
131.8 85.3
Net income
57.0 22.3
Earnings per share:

Basic
$ 1.75 $ 0.71
Diluted
$ 1.74 $ 0.71
        The supplemental 2015 and 2014 pro forma amounts have been calculated after applying the Company's accounting policies and adjusting the results to reflect the additional depreciation and amortization that would have been charged assuming the adjusted fair values of property and equipment and acquired intangible assets had been applied on January 1, 2014. The supplemental 2015 pro forma financial information includes pro forma adjustments of $0.2 million for acquisition-related costs, such as fees to investment bankers, attorneys, accountants and other professional advisors and severance to employees.
~~(3) Severance~~
        Subsequent to the Direct Edge Transaction, the Company determined that certain Direct Edge employees' positions were redundant. As such, it communicated employee termination benefits to these employees. Certain employees were terminated in 2014, and certain other were terminated in first quarter of 2015.
        ~~The following is a summary of the employee termination benefits recognized within compensation and benefits in the condensed consolidated statements of income (in millions):~~

U.S. Equities
Balance at December 31, 2013
$ —
Termination benefits accrued
16.7
Termination payments made
(4.2 )

Balance at December 31, 2014
$ 12.5
Termination benefits accrued
0.7
Termination payments made
(12.6 )

Balance at September 30, 2015
$ 0.6

~~Table of Contents~~

~~BATS GLOBAL MARKETS, INC. AND SUBSIDIARIES~~
~~Notes to Condensed Consolidated Financial Statements (unaudited) (Continued)~~
~~(4) Investments~~
~~Financial Investments~~
        The Company's financial investments with original or acquired maturities longer than three months, but that mature in less than one year from the statement of financial condition date are classified as current assets and are summarized as follows (in millions):

September 30, 2015

Cost
basis Unrealized
gains Unrealized
losses Fair
value
Trading securities:

U.S. Treasury securities
$ 0.5 $ — $ — $ 0.5

Total financial investments
$ 0.5 $ — $ — $ 0.5

December 31, 2014

Cost
basis Unrealized
gains Unrealized
losses Fair
value
Available-for-sale:

U.S. Treasury securities
$ 61.4 $ — $ — $ 61.4
Trading securities:

U.S. Treasury securities
$ 7.0 $ — $ — $ 7.0

Total financial investments
$ 68.4 $ — $ — $ 68.4

~~(5) Allowance for Doubtful Accounts~~
        ~~Allowance for doubtful accounts consisted of the following for the nine months ended September 30, 2015 (in millions):~~

Balance at December 31, 2014
$ 0.3
Additions:

Charges to income, included in general and administrative expenses
0.2
Deductions:

Charges for which reserves were provided
—

Balance at September 30, 2015
$ 0.5

~~Table of Contents~~

~~BATS GLOBAL MARKETS, INC. AND SUBSIDIARIES~~
~~Notes to Condensed Consolidated Financial Statements (unaudited) (Continued)~~
~~(6) Property and Equipment, Net~~
        ~~Property and equipment consisted of the following as of September 30, 2015 and December 31, 2014 (in millions):~~

September 30,
2015 December 31,
2014
Computer equipment and software
$ 75.9 $ 66.2
Office furniture and fixtures
2.2 1.9
Leasehold improvements
9.5 9.9

Total property and equipment
87.6 78.0
Less accumulated depreciation
(55.9 ) (49.0 )

Property and equipment, net
$ 31.7 $ 29.0

        ~~Depreciation expense was $10.2 and $13.3 million for the nine months ended September 30, 2015 and 2014 respectively.~~
~~(7) Goodwill and Intangible Assets, Net~~
        ~~The following table presents the details of goodwill by segment (in millions):~~

U.S.
Equities European
Equities Global FX
Balance as of December 31, 2014
$ 253.5 $ 188.2 $ —
Hotspot Transaction
— — 308.2
Changes in foreign currency exchange rates
— (4.5 ) —

Balance as of September 30, 2015
$ 253.5 $ 183.7 $ 308.2

        ~~The following table presents the details of the intangible assets (in millions):~~

U.S.
Equities European
Equities Global FX Corporate
and Other
Balance as of December 31, 2014
$ 115.1 $ 41.2 $ — $ 0.2
Hotspot Transaction
— — 111.0 —
Amortization
(6.3 ) (5.2 ) (6.8 ) —
Changes in foreign currency exchange rates
— (0.9 ) — —

Balance as of September 30, 2015
$ 108.8 $ 35.1 $ 104.2 $ 0.2

~~Table of Contents~~

~~BATS GLOBAL MARKETS, INC. AND SUBSIDIARIES~~
~~Notes to Condensed Consolidated Financial Statements (unaudited) (Continued)~~
~~(7) Goodwill and Intangible Assets, Net (Continued)~~
        ~~The following table presents the categories of intangible assets at September 30, 2015 and December 31, 2014 (in millions):~~

September 30, 2015

U.S.
Equities European
Equities Global FX Corporate
and Other
Trademarks and trade names
$ 1.6 $ 0.6 $ 15.3 $ —
Customer relationships
43.0 44.0 81.2 —
Noncompete agreements
3.9 — 1.9 —
Trading registrations and licenses
71.9 10.5 — —
Domain names
— — — 0.2
Technology
— — 12.6 —
Accumulated amortization
(11.6 ) (20.0 ) (6.8 ) —

$ 108.8 $ 35.1 $ 104.2 $ 0.2

December 31, 2014

U.S.
Equities European
Equities Global FX Corporate
and Other
Trademarks and trade names
$ 1.6 $ 0.6 $ — $ —
Customer relationships
43.0 45.0 — —
Noncompete agreements
3.9 — — —
Trading registrations and licenses
71.9 10.8 — —
Domain names
— — — 0.2
Technology
— — — —
Accumulated amortization
(5.3 ) (15.2 ) — —

$ 115.1 $ 41.2 $ — $ 0.2

~~(8) Debt~~
        Upon consummation of the Hotspot Transaction, the Company amended its 2014 loan (the Amended 2014 Loan). The Amended 2014 Loan increased the spread on the variable interest rate from 400 basis points to 475 basis points and required a 25 basis point amendment fee. The required annual amortization also increased from 5.0% per annum to 7.5% per annum. In addition, the Company entered into a new $150 million 3-year term loan (the 2015 Term Loan B-1) and a new $228 million 5-year term loan (the 2015 Term Loan B-2), both of which were funded immediately prior to the Hotspot Transaction. The 2015 Term Loan B-1 has an interest rate based on 1-month LIBOR plus a spread of 375 basis points and a 100 basis point original issue discount. The 2015 Term Loan B-2 has an interest rate based on 1-month LIBOR (with floor of 100 basis points) plus a spread of 475 basis points and a 100 basis point original issue discount. In addition, the Company entered into a new $100 million revolving credit facility with an interest rate based on 1-month LIBOR plus a spread of 350 basis points and an undrawn fee of 50 basis points, replacing the revolving credit facility under the 2014 Loan. Debt issuance costs of $6.6 million related to the new and restructured debt was capitalized and is being amortized over the term of the loans.

~~Table of Contents~~

~~BATS GLOBAL MARKETS, INC. AND SUBSIDIARIES~~
~~Notes to Condensed Consolidated Financial Statements (unaudited) (Continued)~~
~~(8) Debt (Continued)~~
        ~~As of September 30, 2015 and December 31, 2014, the long-term debt consisted of the following (in millions):~~

September 30,
2015 December 31,
2014
Term loan
$ 749.4 $ 447.3
Less: debt discount
(12.2 ) (0.9 )
Revolving loan
— 28.0

Total debt
737.2 474.4
Less: current portion
(98.0 ) (44.2 )

Total long-term debt
$ 639.2 $ 430.2

        ~~The unamortized debt discount will be amortized as part of interest and investment expense through January 31, 2020, the maturity date of the term loan.~~
        The credit agreements for the 2014 Loan, 2014 Amended Loan, and 2015 Term Loan B-1 and B-2 contain customary affirmative and negative covenants, events of default and a financial covenant to not exceed a maximum leverage ratio measured each quarter through the term of the loan, all as defined in the respective credit agreements. As of September 30, 2015 and December 31, 2014, the Company was in compliance with all covenants of the respective credit arrangements.
        The Company has guaranteed the repayment of obligations under the credit agreement and have granted pledges of the shares of certain subsidiaries along with a security interest in certain other assets as collateral.
        Interest expense recognized on the term loans and revolving loans is included in interest and investment expense in the condensed consolidated statements of income, and for the nine months ended September 30, 2015 and 2014 it is as follows (in millions):

Nine Months
Ended
September 30,

2015 2014
Components of interest expense:

Contractual interest
$ 29.4 $ 18.3
Amortization of debt discount
2.3 0.4
Amortization of debt issuance cost
2.5 1.6

Interest expense
$ 34.2 $ 20.3

~~Table of Contents~~

~~BATS GLOBAL MARKETS, INC. AND SUBSIDIARIES~~
~~Notes to Condensed Consolidated Financial Statements (unaudited) (Continued)~~
~~(9) Accumulated Other Comprehensive Income (Loss), Net~~
        ~~The following represents the changes in accumulated other comprehensive loss by component, before tax (in millions):~~

Foreign
currency
translation
adjustment
Balance at December 31, 2014
$ 0.3
Other comprehensive loss for the nine months ending September 30, 2015
(6.7 )
Tax effect on other comprehensive loss
2.5

Balance at September 30, 2015
$ (3.9 )

~~(10) Fair Value Measurements~~
        Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date and sets out a fair value hierarchy. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). Inputs are broadly defined as assumptions market participants would use in pricing an asset or liability. The three levels of the fair value hierarchy are described below:
        Level 1: Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. The types of investments included in Level 1 include listed equities and listed derivatives.
        Level 2: Inputs other than quoted prices within Level 1 that are observable for the asset or liability, either directly or indirectly, and fair value is determined through the use of models or other valuation methodologies. Investments that are generally included in this category include corporate bonds and loans, less liquid and restricted equity securities and certain over-the-counter derivatives. A significant adjustment to a Level 2 input could result in the Level 2 measurement becoming a Level 3 measurement.
        Level 3: Inputs are unobservable for the asset or liability and include situations where there is little, if any, market activity for the asset or liability. The inputs into the determination of fair value are based upon the circumstances and the best information available at the time and may require significant management judgment or estimation. Investments that are included in this category generally include equity and debt positions in private companies.

~~Table of Contents~~

~~BATS GLOBAL MARKETS, INC. AND SUBSIDIARIES~~
~~Notes to Condensed Consolidated Financial Statements (unaudited) (Continued)~~
~~(10) Fair Value Measurements (Continued)~~
~~Instruments Measured at Fair Value on a Recurring Basis~~
        ~~The following table presents the Company's fair value hierarchy for those assets measured at fair value on a recurring basis as of September 30, 2015 and December 31, 2014 (in millions):~~

September 30, 2015

Total Level 1 Level 2 Level 3
Assets:

U.S. Treasury securities
$ 0.5 $ 0.5 $ — $ —

Total assets
$ 0.5 $ 0.5 $ — $ —

Liabilities:

Current portion of contingent consideration liability
$ 6.6 — — 6.6
Contingent consideration liability
57.7 — — 57.7

$ 64.3 $ — $ — $ 64.3

December 31, 2014

Total Level 1 Level 2 Level 3
Assets:

Available-for-sale securities:

U.S. Treasury securities
$ 61.4 $ 61.4 $ — $ —
Trading securities:

U.S. Treasury securities
7.0 7.0 — —

Total assets
$ 68.4 $ 68.4 $ — $ —

        ~~The following is a description of the Company's valuation methodologies used for instruments measured at fair value on a recurring basis:~~
~~Available for sale and trading securities~~
        Financial investments classified as trading and available-for-sale consist of highly liquid U.S. Treasury securities. These securities are valued by obtaining feeds from a number of live data sources, including active market makers and inter-dealer brokers and therefore categorized as Level 1.
Contingent Consideration Liability
        The Company entered into a contingent consideration arrangement with the purchase of Hotspot from a related party on March 13, 2015. The fair value of this liability at ~~September 30,~~December 31, 2015 is ~~$64.3~~$65.4 million. That value is based on estimates of discounted future cash payments under the tax sharing agreement, a significant unobservable input, and is considered a Level 3 measurement.
Instruments Measured at Fair Value on a Nonrecurring Basis
        Certain assets, such as goodwill and intangible assets, are measured at fair value on a non-recurring basis. For goodwill, the process involves using a discounted cash flow method to determine the fair value of each reporting unit on a stand-alone basis. That fair value is compared to the carrying amount of the reporting unit, including its recorded goodwill. Impairment is considered to have occurred if the fair value of the reporting unit is lower than the carrying amount of the reporting unit. For the intangible assets, the process also involves using a discounted cash flow method to determine the fair value of each intangible asset. Impairment is considered to have occurred if the fair value of the intangible asset is lower than the carrying amount. These measurements are considered Level 3 and these assets are recognized at fair value if they are deemed to be impaired. As of December 31, 2015 and 2014, none of these assets were required to be recorded at fair value since no impairment indicators were present.

Table of Contents

Bats Global Markets, Inc. (formerly known as BATS ~~GLOBAL MARKETS, INC. AND SUBSIDIARIES~~Global Markets, Inc.) and Subsidiaries
Notes to ~~Condensed~~ Consolidated Financial Statements ~~(unaudited)~~ (Continued)
~~(10)~~December 31, 2015, 2014, and 2013
(13) Fair Value ~~Measurements~~Measurement (Continued)
Fair Value of Financial Instruments
        The following table presents the Company's fair value hierarchy for those financial instruments held by the Company as of ~~September 30,~~December 31, 2015 and ~~December 31,~~ 2014 (in millions):

September 30, 2015 December 31, 2015

Total Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3
Assets:

Cash and cash equivalents
$ 77.9 $ 77.9 $ — $ — $ 75.1 $ 75.1 $ — $ —
Accounts receivable
145.6 — 145.6 — 131.0 — 131.0 —
Other receivables
3.1 — 3.1 — 5.4 — 5.4 —
Investment in EuroCCP
11.6 — — 11.6 11.9 — — 11.9

Total assets
$ 238.2 $ 77.9 $ 148.7 $ 11.6 $ 223.4 $ 75.1 $ 136.4 $ 11.9

Liabilities:

Accounts payable
$ 54.5 $ — $ 54.5 $ — $ 42.9 $ — $ 42.9 $ —
Section 31 fees payable
24.2 — 24.2 — 93.0 — 93.0 —
Current portion of long-term debt
98.9 — 98.9 —
Long-term debt, less current portion
645.0 — 645.0 —
Long-term debt
687.2 — 687.2 —

Total liabilities
$ 822.6 $ — $ 822.6 $ — $ 823.1 $ — $ 823.1 $ —

December 31, 2014 December 31, 2014

Total Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3
Assets:

Cash and cash equivalents
$ 122.2 $ 122.2 $ — $ — $ 122.2 $ 122.2 $ — $ —
Restricted cash
14.0 14.0 — — 14.0 14.0 — —
Accounts receivable
130.2 — 130.2 — 130.2 — 130.2 —
Other receivables
3.6 — 3.6 — 3.6 — 3.6 —
Investment in EuroCCP
10.9 — — 10.9 10.9 — — 10.9

Total assets
$ 280.9 $ 136.2 $ 133.8 $ 10.9 $ 280.9 $ 136.2 $ 133.8 $ 10.9

Liabilities:

Accounts payable
$ 38.9 $ — $ 38.9 $ — 38.9 $ — $ 38.9 $ —
Section 31 fees payable
107.7 — 107.7 — 107.7 — 107.7 —
Current portion of long-term debt
44.2 — 44.2 —
Long-term debt, less current portion
430.2 — 430.2 —
Long-term debt
474.4 — 474.4 —

Total liabilities
$ 621.0 $ — $ 621.0 $ — $ 621.0 $ — $ 621.0 $ —

Table of Contents

Bats Global Markets, Inc. (formerly known as BATS Global Markets, Inc.) and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
December 31, 2015, 2014, and 2013
(13) Fair Value Measurement (Continued)
        The carrying amounts of cash and cash equivalents, restricted cash, accounts receivable, other receivables, accounts payable and Section 31 fees payable approximate fair value due to their liquid or short-term nature.

~~Table of Contents~~

~~BATS GLOBAL MARKETS, INC. AND SUBSIDIARIES~~
~~Notes to Condensed Consolidated Financial Statements (unaudited) (Continued)~~
~~(10) Fair Value Measurements (Continued)~~
Equity method investment
        The fair value of the EuroCCP investment at ~~September 30,~~December 31, 2015 is ~~$11.6~~$11.9 million. That value is based on estimates of ~~discounted~~free cash flows from the EuroCCP entity, a significant unobservable input, and is also considered a Level 3 measurement. At December 31, 2014, the carrying amount approximated fair value of $10.9 million. The primary input to the fair value measurement is a risk premium of 6.4%. Should that rate fluctuate by one percentage point, the valuation would change by approximately $2.0 million.
Long-term debt
        The carrying amount of long-term debt approximates its fair value based on traded quotes at December 31, 2015 and quoted LIBOR at ~~both September 30, 2015 and~~ December 31, 2014 and is considered a Level 2 measurement.
Information on Level 3 Financial ~~Assets~~Liabilities
        ~~The Company's financial assets at fair value classified in level 3 of the fair value hierarchy as of September 30, 2015 and December 31, 2014 are summarized below:~~

September 30,
2015 December 31,
2014
Total level 3 assets
$ 11.6 $ 10.9
Level 3 assets for which the Company bears economic exposure
11.6 10.9
Total assets
1,288.8 1,006.6
Total financial assets at fair value
1,288.9 1,006.7
Total level 3 assets as a percentage of total assets
0.9 % 1.1 %
Level 3 assets for which the Company bears economic exposure as a percentage of total assets
0.9 % 1.1 %
Total level 3 assets as a percentage of total financial assets at fair value
0.9 % 1.1 %
        The following table sets forth a summary of changes in the fair value of the Company's level 3 financial ~~assets and~~ liabilities during the ~~nine months~~year ended ~~September 30,~~December 31, 2015, ~~and 2014,~~ including a summary of unrealized ~~gains (losses)~~(gains) losses during the ~~respective periods~~period on the Company's ~~level~~Level 3 financial ~~assets and~~ liabilities still held as of ~~September 30,~~December 31, 2015.

Level 3 Financial Assets and Financial Liabilities for the Nine Months Ended September 30, 2015

Balance at
Beginning of
Period Realized gains
(losses) during
period Unrealized gains
(losses) during
period Purchases/
issuances Settlements Transfers in
or (out) of
Level 3 Balances at
end of
period
Assets:

Investment in EuroCCP
$ 10.9 $ 1.0 $ (0.3 ) $ — $ — $ — $ 11.6
Liabilities

Current portion of contingent consideration liability
— — 1.7 4.9 — — 6.6
Contingent consideration liability
— — — 57.7 — — 57.7

Total Liabilities
$ — $ — $ 1.7 $ 62.6 $ — $ — $ 64.3

~~Table of Contents~~

~~BATS GLOBAL MARKETS, INC. AND SUBSIDIARIES~~
~~Notes to Condensed Consolidated Financial Statements (unaudited) (Continued)~~
~~(10) Fair Value Measurements (Continued)~~

Level 3 Financial Assets and Financial Liabilities for the Nine Months Ended September 30, 2014

Balance at
Beginning of
Period Realized gains
(losses) during
period Unrealized gains
(losses) during
period Purchases/
issuances Settlements Transfers in
or (out) of
Level 3 Balances at
end of
period
Assets:

Investment in EuroCCP
$ 10.3 $ 0.8 $ — $ — $ — $ — $ 11.1

Level 3 Financial Assets and Financial Liabilities for the Year Ended December 31, 2015

Balance at
Beginning of
Period Realized (gains)
losses during
period Unrealized
(gains) losses
during period Purchases/
issuances Settlements Transfers in
or (out) of
Level 3 Balances at
end of period
Liabilities

Contingent consideration liability to related party
— 2.8 — 62.6 — — 65.4

Total Liabilities
$ — $ 2.8 $ — $ 62.6 $ — $ — $ 65.4

~~(11)~~(14) Segment Reporting
        The Company operates under four reportable segments: U.S. Equities, European Equities, U.S. Options and Global FX. ~~Segment~~The Company evaluates segment performance is primarily based on operating income (loss). The Company has aggregated all of its corporate costs, as well as other business ventures, within Corporate Items and Eliminations; however, professional and contract services that relate to activities of a specific segment have been allocated to that segment.
•
The U.S. Equities segment includes listed cash equities and exchange-traded products transaction services that occur on ~~the Company's four registered cash equities exchanges, BATS Exchange (BZX), BATS-Y Exchange (BYX),~~BZX, BYX, EDGX ~~Exchange (EDGX)~~ and ~~EDGA Exchange (EDGA).~~EDGA. It also includes the listed

Table of Contents

Bats Global Markets, Inc. (formerly known as BATS Global Markets, Inc.) and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
December 31, 2015, 2014, and 2013
(14) Segment Reporting (Continued)
cash equities and exchange-traded products routed transaction services that occur on ~~the Company's routing broker dealers, BATS~~ Trading ~~(Trading)~~ and ~~Direct Edge ECN (DE Route).~~DE Route. It also includes the listings business where ~~exchange traded funds (ETFs)~~ETPs are listed on BZX. The Company acquired Direct Edge on January 31, ~~2014 and~~2014. As of January 12, 2015, the Company ceased routing transactions through DE ~~Route in January 2015.~~

Route.
•
The European Equities segment includes the pan-European listed cash equities transaction services, ETFs, exchange-traded commodities and international depository receipts that occur on the ~~Recognised Investment Exchange (RIE), BATS Trading Limited (BTL).~~RIE, BTL. It also includes the listed cash equities and exchange-traded products routed transaction services that occur on Chi-X Europe, as well as the listings business where ~~ETFs~~ETPs can be listed on BTL.

•
The U.S. Options segment includes the listed equity options transaction services that occur on ~~BZX.~~BZX and EDGX. It also includes the listed equity options routed transaction services that occur on Trading.

•
The Global FX segment includes institutional spot FX services that occur on the Hotspot platform. The Company acquired Hotspot on March 13, 2015.

Table of Contents

Bats Global Markets, Inc. (formerly known as BATS ~~GLOBAL MARKETS, INC. AND SUBSIDIARIES~~Global Markets, Inc.) and Subsidiaries
Notes to ~~Condensed~~ Consolidated Financial Statements ~~(unaudited)~~ (Continued)
~~(11)~~December 31, 2015, 2014, and 2013
(14) Segment Reporting (Continued)
        Summarized financial data of the Company's reportable segments was as follows (in millions):
Nine months ended September 30,
U.S. Equities European
Equities U.S. Options Global FX Corporate
items and
eliminations Total

U.S. Equities European
Equities U.S. Options Global FX Corporate
items and
eliminations Total
2015:

Revenues
$ 1,034.6 $ 90.1 $ 187.3 $ 23.2 $ — $ 1,335.2 $ 1,386.8 $ 117.9 $ 242.2 $ 31.8 $ — $ 1,778.7
Revenues less cost of revenues
259.4 67.1 26.1 31.8 — 384.4
Depreciation and amortization
18.6 8.3 1.6 12.3 — 40.8
Operating income (loss)
106.9 25.8 7.2 (4.0 ) (0.9 ) 135.0 149.2 31.9 9.8 (6.6 ) (2.0 ) 182.3
Total assets
475.5 267.0 21.8 440.9 111.7 1,316.9
Goodwill
253.5 179.6 — 308.2 — 741.3
Intangible assets, net
106.6 32.6 — 99.6 0.2 239.0
Debt
— — — — 687.5 687.5
Purchases of property and equipment
7.0 1.3 — 5.6 — 13.9
2014:

Revenues
$ 870.2 $ 72.5 $ 81.7 $ — $ — $ 1,024.4 $ 1,234.5 $ 99.1 $ 124.6 $ — $ — $ 1,458.2
Operating income
58.4 21.9 5.7 — (1.7 ) 84.3
Total Assets:

September 30, 2015
$ 440.1 $ 278.0 $ 20.4 $ 443.6 $ 106.7 $ 1,288.8
December 31, 2014
704.9 283.0 6.2 — 12.5 1,006.6
Revenues less cost of revenues
224.3 66.4 16.8 — — 307.5
Depreciation and amortization
19.9 7.6 0.9 — — 28.4
Operating income (loss)
83.0 30.4 8.3 — (2.1 ) 119.6
Total assets
704.9 283.0 6.2 — 12.5 1,006.6
Goodwill
253.5 188.2 — — — 441.7
Intangible assets, net
115.1 41.2 — — 0.2 156.5
Debt
— — — — 474.4 474.4
Purchases of property and equipment
24.4 0.8 — — — 25.2
2013:

Revenues
$ 662.8 $ 86.4 $ 92.3 $ — $ — $ 841.5
Revenues less cost of revenues
123.9 57.6 15.3 — — 196.8
Depreciation and amortization
4.4 9.9 0.9 — — 15.2
Operating income (loss)
77.3 17.4 8.4 — (1.5 ) 101.6
Total assets
215.8 297.2 6.8 — (62.9 ) 456.9
Goodwill
— 198.0 — — — 198.0
Intangible assets, net
— 48.8 — — 0.2 49.0
Debt
— — — — 246.0 246.0
Purchases of property and equipment
3.3 0.2 0.1 — — 3.6

Table of Contents

Bats Global Markets, Inc. (formerly known as BATS Global Markets, Inc.) and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
December 31, 2015, 2014, and 2013
(14) Segment Reporting (Continued)
Geographic Data
        The following table presents revenues and long-lived assets, net by geographic area for 2015, 2014 and 2013 (in millions). Revenues are classified based upon the location of the trading venue. Long-lived assets information is based on the physical location of the assets.

Total
revenues Long-lived
assets
2015:

United States
$ 1,660.8 $ 793.5
United Kingdom
117.9 216.4

Total
$ 1,778.7 $ 1,009.9

2014:

United States
$ 1,359.1 $ 396.0
United Kingdom
99.1 231.2

Total
$ 1,458.2 $ 627.2

2013:

United States
$ 755.1 $ 8.1
United Kingdom
86.4 250.4

Total
$ 841.5 $ 258.5

~~(12)~~(15) Employee Benefit Plan
        In 2014, the Company began offering a 401(k) retirement plan eligible to all U.S. employees not eligible for the Direct Edge 401(k) plan. The Company matches participating employee contributions dollar for dollar of up to five percent of salary. In 2014, the Company also administered the legacy Direct Edge 401(k) retirement plan eligible to all Direct Edge employees. The Company matched employee contributions to this plan dollar for dollar of up to six percent, capped at $9,000. ~~As of January 1, 2015, all employees participating in the legacy Direct Edge 401(k) plan were transitioned to the 401(k) retirement plan.~~ The Company's contribution amounted to ~~$1.3~~$1.7 million for both the ~~nine months~~years ended ~~September 30,~~December 31, 2015 and ~~2014, respectively.~~2014. This expense is included in compensation and benefits in the ~~condensed~~consolidated statements of income.
        Prior to 2014, the Company offered a SIMPLE Individual Retirement Account for the benefit of all U.S. employees. The Company matched participating employee contributions of up to three percent of salary. All U.S. employees were eligible to participate. The Company's contribution amounted to $0.5 million for the year ended December 31, 2013. This expense is included in compensation and benefits in the consolidated statements of income.
        BTL operates a stakeholder contribution plan and contributes to employee-selected stakeholder contribution plans. The Company matched participating employee contributions of up to five percent of salary. All employees of BTL were eligible to participate. The Company's contribution amounted to ~~$0.4~~$0.5 million, $0.5 million and $0.3 million for ~~both~~ the ~~nine months~~years ended ~~September 30,~~December 31, 2015, 2014 and ~~2014,~~2013, respectively. This expense is included in compensation and benefits in the ~~condensed~~ consolidated statements of income.

~~(13)~~Table of Contents

Bats Global Markets, Inc. (formerly known as BATS Global Markets, Inc.) and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
December 31, 2015, 2014, and 2013
(16) Related Party Transactions
        Certain affiliates of stockholders of ~~BATS~~Bats conduct trading activity through the Company. The extent of such activity is presented in the accompanying ~~condensed~~ consolidated statements of financial condition, income and cash flows.

~~Table~~        The Company maintains brokerage accounts with affiliates of ~~Contents~~certain stockholders. As of December 31, 2015 and 2014, $51.3 million and $101.5 million, respectively, in cash and cash equivalents and financial investments were held in such accounts.

~~BATS GLOBAL MARKETS, INC. AND SUBSIDIARIES~~
~~Notes to Condensed Consolidated Financial Statements (unaudited) (Continued)~~
~~(13) Related Party Transactions (Continued)~~        Certain affiliates of stockholders of Bats also own certain percentages of the term loans outstanding. As of December 31, 2015, $62.0 million of the Company's outstanding term loans is held by related parties.
        In March 2015, the Company entered into a Transaction Services Agreement (TSA) with a certain stockholder, the seller of Hotspot. In connection with this TSA, the following expenses were recorded in the ~~condensed~~ consolidated statements of ~~income:~~income for the year ended December 31, 2015:

Nine Months Ended,

September 30,
2015 September 30,
2014
Systems and data communication
$ 0.4 $ — $ 0.5
Occupancy
0.1 — 0.1
General and administrative
0.4 — 0.5

Total
$ 0.9 $ — $ 1.1

~~(14)~~(17) Regulatory Capital
        As broker-dealers registered with the ~~Securities~~SEC, Trading is, and ~~Exchange Commission (SEC), Trading and~~through January 9, 2015 DE Route ~~are~~was, subject to the SEC's Uniform Net Capital rule (Rule 15c3-1), which requires the maintenance of minimum net capital, as defined. The SEC's requirement also provides that equity capital may not be withdrawn or a cash dividend paid if certain minimum net capital requirements are not met. Trading and DE Route compute the net capital requirements under the basic method provided for in Rule 15c3-1.
        As of ~~September 30,~~December 31, 2015 and ~~December 31,~~ 2014, Trading is required to maintain net capital equal to the greater of 6.67% of aggregate indebtedness items, as defined, or $0.1 million. At ~~September 30,~~December 31, 2015 and ~~December 31,~~ 2014, Trading had net capital of ~~$3.2~~$2.3 million and $7.9 million, respectively, which was ~~$2.5~~$1.8 million and $7.7 million, respectively, in excess of its required net capital of ~~$0.7~~$0.5 million and $0.2 million, respectively.
        As of December 31, 2014, DE Route was ~~also~~ required to maintain net capital equal to the greater of 6.67% of aggregate indebtedness items, as defined, or $0.1 million. At December 31, 2014, DE Route had net capital of $4.8 million, which was $4.6 million in excess of its required net capital of $0.2 million for the year. ~~DE Route terminated its status as a registered broker as of May 5, 2015.~~
        As entities regulated by the Financial Conduct Authority (FCA), BTL and Chi-X Europe are both subject to the Capital Resources Requirement (CRR). As a RIE, BTL computes its CRR in accordance with its Financial Risk Assessment, as agreed by the FCA. This CRR was ~~$17.6~~$17.2 million at ~~September 30,~~December 31, 2015 and $16.7 million at December 31, 2014. At ~~September 30,~~December 31, 2015 and ~~December 31,~~ 2014, BTL had capital in excess of its required CRR of ~~$18.2~~$15.0 million and $19.8 million, respectively.

Table of Contents

Bats Global Markets, Inc. (formerly known as BATS Global Markets, Inc.) and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
December 31, 2015, 2014, and 2013
(17) Regulatory Capital (Continued)
        As a Banks, Investment firms, PRUdential (BIPRU) 50k firm as defined by the Markets in Financial Instruments Directive of the FCA, Chi-X Europe computes its CRR as the greater of the base requirement of $0.1 million at ~~September 30,~~December 31, 2015 and December 31, 2014, or the summation of the credit risk, market risk and fixed overheads requirements, as defined. At ~~September 30,~~December 31, 2015 and ~~December 31,~~ 2014, Chi-X Europe had capital in excess of its required CRR of $0.4 million and $0.5 ~~million.~~million, respectively.

~~Table of Contents~~(18) Equity

~~BATS GLOBAL MARKETS, INC. AND SUBSIDIARIES~~Distributions
~~Notes~~        During 2014, in accordance with the Direct Edge Transaction, the Company paid working capital distributions to ~~Condensed Consolidated Financial Statements (unaudited) (Continued)~~stockholders of the Company prior to the Direct Edge Transaction of $3.45 per share. In addition, during 2014, the board of directors declared cash dividends of $4.37 per share, of which, $0.15 per share was paid in 2015.
        The following table summarized the cash distributions declared by class of stock during the year ended December 31, 2014 (in millions):
Common Stock

Voting
Non-voting Class A non-voting Class B non-voting Total
$ 188.8 $ 0.7 $ 13.5 $ 18.2 $ 221.2
~~(15)~~ Stock-Based Compensation
        The Company utilizes equity award programs for offering long-term incentives to its employees. The equity incentives have been granted in the form of nonstatutory stock options and restricted stock. In conjunction with these programs, the Company recognized stock-based compensation expense of ~~$4.2~~$5.9 million, $1.9 million and ~~$1.3~~$2.2 million for the ~~nine months~~years ended ~~September 30,~~December 31, 2015, 2014 and ~~2014,~~2013, respectively. This expense is included in compensation and benefits in the ~~condensed~~ consolidated statements of income.
        ~~There are~~The Company has three equity incentive plans pursuant to which stock options and restricted stock have been granted: the Amended and Restated ~~BATS~~Bats Global Markets, Inc. 2008 Stock Option Plan (2008 Plan), the ~~BATS~~Bats Global Markets, Inc. 2009 Stock Option Plan (2009 Plan) and the Third Amended and Restated ~~BATS~~Bats Global Markets, Inc. 2012 Equity Incentive Plan (2012 Plan). Options and restricted stock granted under these plans generally vest over four years. Options granted under the 2008 Plan have five-year contractual terms, while options and restricted stock granted under the 2009 Plan and 2012 Plan have ten-year contractual terms. Pursuant to the 2009 Stock Option Plan and the 2008 Stock Option Plan, the Company authorized grants of options to its full-time employees to purchase up to 2,195,417 shares of the Company's stock. Such shares must be previously unissued or reacquired shares. Pursuant to the 2012 Plan, the Company is authorized to grant restricted stock or stock options up to 1,275,000 shares.

Table of Contents

Bats Global Markets, Inc. (formerly known as BATS Global Markets, Inc.) and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
December 31, 2015, 2014, and 2013
(18) Equity (Continued)
Stock Options
        In connection with the Company's failed attempt of an initial public offering (IPO) during 2012, the Company's registration statement on Form S-1 was declared effective by the SEC. As a result of the registration statement being declared effective and pursuant to the 2008 Plan and 2009 Plan, all remaining outstanding unvested stock options became fully vested one year after the effectiveness of the Company's registration statement. The Company recorded $0.4 million in stock-based compensation expense for the year ended December 31, 2013 as a result of the vesting acceleration of outstanding unvested stock options.
        During 2014, in connection with the acquisition of Direct Edge, the Company modified the quantity and the exercise prices of outstanding stock options pursuant to the anti-dilutive provisions of the 2009 Plan. The quantity was increased by approximately 8% and the exercise prices were reduced by 15-20% depending on the exercise prices.
        Summary stock option activity is presented below:

Number of
Shares Weighted
average
exercise
price Weighted
average
remaining
contractual
term (years) Aggregate
intrinsic
value Number of
shares Weighted
average
exercise
price Weighted
average
remaining
contractual
term (years) Aggregate
intrinsic
value
Outstanding, December 31, 2012
536,625 $ 27.62 6.7 $ 1,652,529
Exercised
(39,750 ) 28.51 517,628
Forfeited
(7,500 ) 31.93

Outstanding, December 31, 2013
489,375 $ 28.30 5.8 $ 2,825,771 489,375 28.30 5.8 $ 2,825,771
Modification
40,935 40,935
Granted
219,538 36.44
Exercised
(41,477 ) 33.71 517,683 (41,477 ) 33.71 517,683

Outstanding, September 30, 2014
488,833 $ 23.79 5.1 $ 4,849,272
Outstanding, December 31, 2014
708,371 $ 27.71 6.4 $ 6,183,786
Exercised
(39,617 ) 25.53

Outstanding and expected to vest, December 31, 2015
668,754 $ 27.84 5.5 $ 12,098,084

Exercisable at September 30, 2014
488,833 $ 23.79 5.1 $ 4,849,272
Exercisable at December 31, 2015
504,099 $ 25.03 4.4 $ 10,535,508

The Company estimated the grant date fair value of options awarded during 2014 using the Black-Scholes valuation model with the following assumptions:

Number of
shares Weighted
average
exercise
price Weighted
average
remaining
contractual
term (years) Aggregate
intrinsic
value
Outstanding, December 31, 2014
708,371 $ 27.71 6.4 $ 6,183,786
Exercised
(39,617 ) 25.53 788,756

Outstanding and expected to vest, September 30, 2015
668,754 $ 27.84 6.0 $ 11,770,395

Exercisable at September 30, 2015
449,216 23.64 4.1 9,794,553

2014
Expected term (in years)
6.25
Expected volatility
34.0 %
Expected dividends
None
Risk-free rate
1.93 %
Weighted-average fair value at grant date
$ 13.50
Forfeiture rate
— %

Table of Contents

Bats Global Markets, Inc. (formerly known as BATS Global Markets, Inc.) and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
December 31, 2015, 2014, and 2013
(18) Equity (Continued)
        Summary of the status of nonvested options is presented below:
Nonvested options
Options Weighted
average grant-
date fair value
December 31, 2012—Nonvested
220,812 $ 24.25
Vested
(213,312 ) 23.29
Forfeited
(7,500 ) 25.65

December 31, 2013—Nonvested
— —
Granted
219,538 13.50

December 31, 2014—Nonvested
219,538 13.50
Vested
(54,883 ) 13.50

December 31, 2015—Nonvested
164,655 13.50

        Cash proceeds received from 2,501 and 1,250 options exercised for the ~~both nine months~~years ended ~~September 30,~~December 31, 2015 and 2014, respectively, was $0.1 ~~million.~~million for both periods. During ~~the nine months ended September 30,~~ 2015, 2014 and

~~Table of Contents~~

~~BATS GLOBAL MARKETS, INC. AND SUBSIDIARIES~~
~~Notes to Condensed Consolidated Financial Statements (unaudited) (Continued)~~
~~(15) Stock-Based Compensation (Continued)~~
~~2014,~~ 2013, the Company purchased 27,453, 30,691 and ~~30,691~~30,228 treasury shares for ~~$0.3~~$0.4 million, $1.0 million and ~~$0.2~~$1.0 million, respectively, as the result of 37,116, ~~and 40,227~~41,477and 39,750 options exercised, respectively, upon cashless exercise to satisfy the exercise price and employee income tax withholdings upon exercise. Excess tax ~~expense~~benefits from stock option exercises recognized during ~~both~~ the ~~nine months~~years ended ~~September 30,~~December 31, 2015 and 2014 was ~~$0.1 million.~~$1.0 million and was $35 thousand for December 31, 2013.
        ~~Summary of the status of nonvested options is presented below:~~

Nonvested options
Options Weighted
average
grant-date
fair value
December 31, 2014—Nonvested
219,538 $ 13.50
Vested
— —
Forfeited
— —

September 30, 2015—Nonvested
219,538 $ 13.50

Restricted Stock
        Summary restricted stock activity is presented below:

Number of
shares Weighted
average
grant date
fair value
Nonvested stock at December 31, 2013
154,374 $ 35.46
Granted
54,781 35.05
Vested
(9,123 ) 35.21
Forfeited
(38,125 ) 35.16

Nonvested stock at September 30, 2014
161,907 $ 35.40

Number of
shares Weighted
average
grant date
fair value Number of
shares Weighted
average
grant date
fair value
Nonvested stock at December 31, 2013
154,374 $ 35.46
Granted
212,060 36.08
Vested
(46,586 ) 35.46
Forfeited
(38,125 ) 35.16

Nonvested stock at December 31, 2014
281,723 $ 35.97 281,723 $ 35.97
Granted
8,582 45.44 166,297 45.90
Vested
(12,439 ) 35.87 (139,745 ) 35.88
Forfeited
(2,280 ) 36.16 (3,180 ) 36.16

Nonvested stock at September 30, 2015
275,586 $ 36.26
Nonvested stock at December 31, 2015
305,095 $ 41.42

        The total unrecognized compensation expense related to nonvested restricted stock is approximately ~~$6.3~~$12.0 million, which will be recognized over a weighted average remaining period of ~~2.6~~3.2 years.
        ~~During the nine months ended September 30, 2015 and 2014 the Company purchased 4,062 and 2,528 treasury shares respectively for $0.2 million and $0.1 million, respectively, as the result of 12,439~~

Table of Contents

Bats Global Markets, Inc. (formerly known as BATS ~~GLOBAL MARKETS, INC. AND SUBSIDIARIES~~Global Markets, Inc.) and Subsidiaries
Notes to ~~Condensed~~ Consolidated Financial Statements ~~(unaudited)~~ (Continued)
~~(15) Stock-Based Compensation~~December 31, 2015, 2014, and 2013
(18) Equity (Continued)
        During 2015, 2014 and 2013, the Company purchased 50,381, 9,827 and 6,689 treasury shares respectively for $2.3 million, $0.3 million and $0.2 million, respectively, as the result of 139,745, 46,586 shares and ~~9,123~~25,061 shares of restricted stock vesting, respectively, to satisfy the employee income tax withholdings upon ~~exercise.~~vesting.
        During ~~the nine months ended September 30,~~ 2015 and 2014, the Company ~~also~~ paid ~~$0.1~~$0.9 million and ~~$0.2~~$0.7 million ~~respectively,~~ for dividends, respectively, previously declared upon vesting of restricted stock.
Share Repurchase Program
        During 2012, the Company approved a Share Repurchase Program (the SRP) as a way for employees to liquidate shares acquired through exercise of stock options or vesting of restricted stock. The SRP was effective for the periods ending on ~~September 30, 2015 and~~ December 31, ~~2014.~~2015, 2014 and 2013. During 2015, 2014 and ~~2014,~~2013, the Company repurchased 22,688, 16,430 and ~~16,430~~36,536 shares respectively into treasury for $1.0, $0.6 million and ~~$0.6~~$1.2 million, respectively.
~~(16)~~(19) Income Taxes
        ~~The Company records income~~Net deferred tax ~~expense during interim periods based on the best estimate~~assets consist of the ~~full year's~~following components as of December 31, 2015 and 2014 (in millions):

2015 2014
Deferred tax assets:

Stock-based compensation
$ 4.4 $ 4.5
Bad debts
0.1 0.1
Other assets
1.2 2.9
Property and equipment
— 0.5
Intangible start-up costs
0.2 0.2
Unrecognized tax benefits
4.2 3.0
Net operating losses and credit carryforwards
4.2 1.9
Foreign currency translation loss
3.0 1.0

Total deferred tax assets
17.3 14.1

Deferred tax liabilities:

Goodwill and other intangibles
19.9 15.7
Property and equipment
2.7 —
Prepaid expenses
1.1 1.2
Foreign branch losses
— 0.1
Foreign equity earnings
0.4 0.3

Total deferred tax liabilities
24.1 17.3

Net deferred tax liabilities
$ (6.8 ) $ (3.2 )

        The deferred tax ~~rate as adjusted for discrete items, if any, that are taken into account in the relevant interim period. Each quarter, the Company updates its estimate of the annual effective tax rate~~asset associated with net operating losses and ~~any change in the estimated rate~~credit carryforwards is ~~recorded on a cumulative basis. The effective tax rate from continuing operations was 41.5%~~$4.2 million and ~~40.1%~~$1.9 million for the ~~nine months~~years ended ~~September 30,~~December 31, 2015 and 2014, respectively. The net operating losses have no expiration. The credit carryforwards have various expiration periods. It is anticipated that all credit carryforwards will be utilized prior to expiration.

Table of Contents

Bats Global Markets, Inc. (formerly known as BATS Global Markets, Inc.) and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
December 31, 2015, 2014, and 2013
(19) Income Taxes (Continued)
        The provision for income taxes for the years ended December 31, 2015, 2014 and 2013 consists of the following (in millions):

2015 2014 2013
Current tax expense:

Federal
$ 32.7 $ 21.1 $ 23.5
State
9.5 5.4 2.5
Foreign
7.4 — —

Total current tax expense
49.6 26.5 26.0
Deferred income tax expense:

Federal, state and foreign
6.9 4.6 2.8

Total deferred income tax expense
6.9 4.6 2.8

Income tax provision
$ 56.5 $ 31.1 $ 28.8

        For the years ended December 31, 2015, 2014 and 2013, income from continuing operations before taxes consists of the following:

2015 2014 2013
U.S. operations
$ 105.3 $ 48.8 $ 58.5
Foreign operations
33.4 31.5 17.1

$ 138.7 $ 80.3 $ 75.6

        Income tax expense (benefit) attributable to income from continuing operations consists of:

Current Deferred Total
Year ended December 31, 2015

U.S. federal
$ 32.7 $ 6.9 $ 39.6
State and local
9.5 0.8 10.3
Foreign jurisdictions
7.4 (0.8 ) 6.6

$ 49.6 $ 6.9 $ 56.5

Year ended December 31, 2014

U.S. federal
$ 21.1 $ (0.9 ) $ 20.2
State and local
5.4 0.6 6.0
Foreign jurisdictions
— 4.9 4.9

$ 26.5 $ 4.6 $ 31.1

Year ended December 31, 2013

U.S. federal
$ 23.5 $ 12.1 $ 35.6
State and local
2.5 0.3 2.8
Foreign jurisdictions
— (9.6 ) (9.6 )

$ 26.0 $ 2.8 $ 28.8

Table of Contents

Bats Global Markets, Inc. (formerly known as BATS Global Markets, Inc.) and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
December 31, 2015, 2014, and 2013
(19) Income Taxes (Continued)
        The following table shows the tax effects to additional paid-in capital and other comprehensive (loss) income (in millions):

Year ended
December 31

2015 2014 2013
Excess tax benefit related to stock-based compensation
$ 1.0 $ (0.1 ) $ —
Income tax (benefit) expense to other comprehensive income
(1.9 ) (5.7 ) 1.7
        The Company has elected to treat BTL and Chi-X Europe as flow-through entities for U.S. federal income tax purposes. As a result, the activities for BTL and Chi-X Europe are treated as branches of the Company, and taxable income or loss reported by BTL and Chi-X Europe are included in the U.S. federal income tax return of the Company. The Company assessed the realizability of its U.K. deferred tax assets and released its valuation allowance in 2013. The Company recorded a corresponding U.S. deferred tax liability for the U.K. deferred tax assets. It is anticipated that a portion of the U.K. tax liability will be offset by U.S. foreign tax credits subject to the limitations of Internal Revenue Code Section 901(m). Pursuant to U.K. tax law, net operating losses do not expire as long as the trade or business that generated the losses remains in existence.
        The income tax provision differs from the amount of income tax determined by applying the U.S. federal income tax rate to income before income tax provision for the years ended December 31, 2015, 2014 and 2013 due to the following (in millions):

2015 2014 2013
Computed "expected" tax provision
$ 48.6 35.0 % $ 28.1 35.0 % $ 26.5 35.0 %
Increase (decrease) in income tax resulting from:

Nondeductible expenses
0.8 0.6 0.2 0.2 1.4 1.9
Section 199 benefits
(2.1 ) (1.5 ) (1.3 ) (1.6 ) (1.5 ) (2.0 )
State income taxes
7.8 5.7 5.0 6.2 4.4 5.8
Recognition of unrecognized tax benefits
— — — — (3.8 ) (5.0 )
Other
1.4 0.9 (0.9 ) (1.1 ) 1.8 2.4

Income tax provision
$ 56.5 40.7 % $ 31.1 38.7 % $ 28.8 38.1 %

        The effective tax rate for 2015 was 40.7% compared to 38.7% in 2014 and 38.1% in 2013. The effective tax rate increased from 2013 to 2014 due a reduction in Section 199 benefits and an increase of unrecognized tax benefits. The effective tax rate increased from 2014 to 2015 due to higher non-deductible expenses.
        The Company provides a valuation allowance against net deferred tax assets if, based on management's assessment of historical and projected future operating results and other available evidence, it is more likely than not that some or all of the ~~nine~~deferred tax assets will not be realized. Management believes it is more likely than not that the deferred tax assets will be realized based upon expectations of future taxable income.

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Bats Global Markets, Inc. (formerly known as BATS Global Markets, Inc.) and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
December 31, 2015, 2014, and 2013
(19) Income Taxes (Continued)
        In 2013, the Company released its valuation allowance associated with its U.K. net deferred tax assets. A reconciliation of the U.K. valuation allowance for the year ended December 31, 2013 is as follows (in millions):

Balance
beginning of
period Credited to
income Changes to
accumulated
other
comprehensive
income Releases Balance end
of period
December 31, 2013
16.9 (7.0 ) (0.4 ) (9.5 ) —
        A reconciliation of the unrecognized tax benefits for the years ended December 31, 2015, 2014 and 2013 is as follows (in millions):

Year ended December 31

2015 2014 2013
Balance at beginning of year
$ 7.9 $ 6.0 $ 9.1
Additions for acquired entities
— 0.5 —
Additions for current year tax positions
3.5 2.1 1.9
Additions for prior year tax positions
1.2 1.0 —
Reductions for prior year tax positions
(0.2 ) (0.3 ) (5.0 )
Reductions related to expirations of statute of limitations
(0.4 ) (0.3 ) —
Settlements
— (1.1 ) —

Balance at end of year
$ 12.0 $ 7.9 $ 6.0

        It is reasonably possible that the total amount of unrecognized tax benefits may decrease by approximately $4.2 million and 0.5 million within the next twelve months ~~ended September 30,~~due to potential tax authority examination adjustments and expiring statutes of limitation, respectively.
        At December 31, 2015 ~~is higher than~~and 2014, the Company had $9.0 million and $4.9 million, respectively, of unrecognized tax benefits, net of federal benefit that, if recognized, would affect the effective tax ~~rate~~rate. The Company had accrued interest and penalties of $1.2 million and $0.7 million related to uncertain tax positions at December 31, 2015 and 2014. Total interest and penalties increased by $0.5 million in 2015 and increased by $0.1 million in 2014.
        The Company files a U.S. federal income tax return and tax returns in various jurisdictions, including a U.K. income tax return for its U.K. operations. The Company's open tax years are 2012 through 2015. The Company is currently under a U.S. federal income tax examination for tax year 2011, 2012 and 2013 and in certain states for certain subsidiaries. The Company believes the ~~comparable period in 2014 primarily due to~~aggregate amount of any additional liabilities that may result from examinations, if any, will not have a ~~higher state tax rate.~~material adverse effect on the financial position, results of operations, or cash flows of the Company.

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~~(17)~~
Bats Global Markets, Inc. (formerly known as BATS Global Markets, Inc.) and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
December 31, 2015, 2014, and 2013
(20) Earnings Per Share
        The following table sets forth the computation of basic and diluted earnings per share (in millions, except per share data):

Nine Months
ended
September 30,

2015 2014 2015 2014 2013
Numerator:

Net income
$ 60.5 $ 30.9 $ 82.2 $ 49.2 $ 46.8
Denominator:

Weighted average common shares outstanding for basic earnings per share
32.5 31.4 32.5 31.6 22.6
Weighted average effect of dilutive securities:

Stock options and restricted stock
0.2 0.1 0.2 0.2 0.1

Denominator for diluted earnings per share
32.7 31.5 32.7 31.8 22.7

Basic and diluted earnings per share:

Basic earnings per share
$ 1.86 $ 0.98 $ 2.53 $ 1.56 $ 2.07
Diluted earnings per share
$ 1.85 $ 0.98 $ 2.51 $ 1.55 $ 2.06

~~Table of Contents~~

~~BATS GLOBAL MARKETS, INC. AND SUBSIDIARIES~~
~~Notes to Condensed Consolidated Financial Statements (unaudited) (Continued)~~
~~(17) Earnings Per Share (Continued)~~
        Stock options to purchase and restricted stock ~~to purchase 1,723 and 3,416~~of 0.1 million shares at ~~September 30,~~December 31, 2015 and 2014 ~~respectively,~~ were outstanding but were not included in the computation of diluted earnings per share as they were anti-dilutive under the treasury stock method.
~~(18)~~(21) Commitments, Contingencies and Guarantees
Operating Leases ~~and Contractual Obligations~~
        The Company ~~has~~leases office and data center space under non-cancelable operating leases with third parties. Some leases contain renewal options and escalation clauses based on increases in property taxes and building operating costs.
        In November 2012, the Company entered into ~~five non-cancellable operating~~a lease ~~agreements:~~agreement with a data center provider for the primary data center in Slough, U.K. This lease is for 41 months. In December 2011, the Company also entered into new lease agreements with the data center provider for the primary data center in Weehawken, New Jersey and the back-up data center site in Chicago, Illinois. These leases are for 30 months and 34 months respectively.
        In October 2012 and amended in November 2013, the Company entered into a ten year lease agreement for office space ~~for the corporate headquarters and office space for the~~in New York, ~~Chicago, London and~~with the one-time option to cancel the lease after five years.
        In November 2013, the Company extended its lease at the U.S. disaster recovery ~~offices.~~space for an additional five years.
        In ~~addition to the lease obligations,~~December 2013, the Company ~~has contractual obligations related~~entered into new five-year lease agreements with a new data center provider in Secaucus, New Jersey.
        In February 2014, the Company extended its lease at its U.S. headquarters for ten years.
        In October 2015, the Company extended its lease at its London office through December 2017.

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Bats Global Markets, Inc. (formerly known as BATS Global Markets, Inc.) and Subsidiaries
Notes to ~~certain data~~Consolidated Financial Statements (Continued)
December 31, 2015, 2014, and ~~communications agreements, which contain~~2013
(21) Commitments, Contingencies and Guarantees (Continued)
        Future annual minimum ~~fee requirements.~~lease commitments under these operating leases as of December 31, 2015, are as follows (in millions):
2016
$ 5.4
2017
3.8
2018
2.7
2019
1.7
2020
1.6
Thereafter
6.2

Total
$ 21.4

        Rent expense was $3.1 million, $4.2 million and $1.9 million, for the years ended December 31, 2015, 2014 and 2013, respectively, which is recorded in occupancy expense in the accompanying consolidated statements of income. Other operating lease expense included $1.7 million, $2.5 million and $1.3 million recorded in systems and data communication for the years ended December 31, 2015, 2014 and 2013, respectively, and $6.0 million and $5.6 million recorded in general and administrative for the years ended December 31, 2015 and 2014, respectively.
Legal Proceedings
        From time to time the Company is involved in various legal proceedings arising in the ordinary course of business. The Company does not believe that the outcome of any of the reviews, inspections or other legal proceedings will have a material impact on the consolidated financial position, results of operations or cash flows; however, litigation is subject to many uncertainties, and the outcome of individual litigated matters is not predictable with assurance.
        On April 18, 2014, the City of Providence, Rhode Island filed a securities class action lawsuit in the Southern District of New York against ~~BATS~~Bats and Direct Edge, as well as 14 other securities exchanges. The action purports to be brought on behalf of all public investors who purchased and/or sold shares of stock in the United States between April 18, 2009 and the present on a registered public stock exchange (Exchange Defendants) or a United States-based alternate trading venue and were injured as a result of the misconduct detailed in the complaint, which includes allegations that the defendants committed fraud through a variety of business practices associated with, among other things, what is commonly referred to as high frequency trading. On May 2, 2014 and May 20, 2014, American European Insurance Company and Harel Insurance Co., Ltd. each filed substantially similar class action lawsuits against the Exchange Defendants which were ultimately consolidated with the City of Providence, Rhode Island securities class action lawsuit. On June 18, 2015, Judge Jesse Furman of the Southern District of New York held oral argument on the pending Motion to Dismiss and thereafter, on August 26, 2015, the Court issued an Opinion and Order granting Defendant's Motion to Dismiss, dismissing the Complaint in full. Plaintiff filed a Notice of Appeal of the dismissal on September 24, ~~2015 and its~~2015. Plaintiff's appeal brief will be due on January 7, ~~2016.~~2016 and Respondent's brief will be due on or before April 7, 2016.
        On May 23, 2014 and May 30, 2014, Harold R. Lanier filed three class action lawsuits in the Southern District of New York against ~~BATS~~Bats and other securities exchanges. The complaints were

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Bats Global Markets, Inc. (formerly known as BATS Global Markets, Inc.) and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
December 31, 2015, 2014, and 2013
(21) Commitments, Contingencies and Guarantees (Continued)
identical in all substantive respects, but each related to the dissemination of market data under a different market system—(i) the NASDAQ UTP Plan Market System; (ii) the OPRA Market System; and (iii) the Consolidated Quotation System and the Consolidated Tape System. Each of the actions purported to be brought on behalf of all subscribers who entered into contracts with the exchanges for the receipt of market data and were injured as a result of the misconduct detailed in the complaints, which includes allegations that the defendants did not provide market data services in a non-discriminatory manner or provide subscribers with "valid" data (i.e., data that is accurate and not stale). On January 16, 2015, Judge Katherine Forrest of the Southern District of New York held oral argument on the pending Motion to Dismiss and thereafter, on April 28, 2015, the Court filed an

~~Table of Contents~~

~~BATS GLOBAL MARKETS, INC. AND SUBSIDIARIES~~
~~Notes to Condensed Consolidated Financial Statements (unaudited) (Continued)~~
~~(18) Commitments, Contingencies and Guarantees (Continued)~~
Opinion and Order granting the exchange defendants' Motion to Dismiss, terminating all three class action lawsuits with prejudice. On May 20, 2015, Plaintiff filed a Notice of Appeal of the dismissal and on September 1, 2015, Appellant filed its appeal brief. Respondent's brief was filed on November 24, 2015 and Appellant's reply brief was filed on December 8, 2015. Oral argument has been scheduled for March 3, 2016.
        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 ~~BATS~~Bats market data products and related services. Each application is being held in abeyance pending a decision on a separate SIFMA denial of access application currently before the SEC's Chief Administrative Law Judge, or ALJ, regarding fees proposed by Nasdaq and the NYSE for their respective market data products. An adverse ruling in that matter could cause the SEC to more closely examine exchange market data fees, which in turn could result in the Company having to reduce the fees it charges for market data.
        In addition, as a self-regulatory organization under the jurisdiction of the SEC, the Company is subject to routine reviews and inspections by the SEC, and ~~BATS~~Bats Trading is subject to reviews and inspections by the Financial Industry Regulatory Authority ("FINRA"). The Company has from time to time received inquiries and investigative requests from the SEC's Office of Compliance Inspections and Examinations as well as the Division of Enforcement seeking information about the Company's compliance with the federal securities laws as well as ~~its~~the Company's members' compliance with the federal securities laws.
Guarantees
        The Company uses Wedbush Securities, Morgan Stanley and Merrill Lynch (collectively, affiliates of stockholders of the Company) to clear its routed cash equities transactions. Wedbush Securities, Morgan Stanley and Merrill Lynch guarantee the trade until one day after the trade date, after which time the National Securities Clearing Corporation (NSCC) provides a guarantee. In the case of a failure to perform on the part on one of its clearing firms of routed cash equities transactions, Wedbush Securities or Morgan Stanley, the Company provides the guarantee to the counterparty to the trade. The Options Clearing Corporation (OCC) acts as a central counterparty on all transactions in listed equity options, and as such, guarantees clearance and settlement of all of the Company's options transactions. The Company believes that any potential requirement for the Company to make payments under these guarantees is remote and accordingly, has not recorded any liability in the consolidated financial statements for these guarantees.

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Bats Global Markets, Inc. (formerly known as BATS Global Markets, Inc.) and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
December 31, 2015, 2014, and 2013
(22) Subsequent Events
        On April 1, 2016, the Company's board of directors approved a stock split at a ratio of 1 for 2.91 of each class of the Company's outstanding common stock, after giving effect to the reclassification of each share of Class A non-voting common stock to voting common stock and Class B non-voting common stock to non-voting common stock. As approved, the reclassification and stock split is contingent upon and shall become effective immediately after the filing of an amended and restated certificate of incorporation, and which will become effective immediately prior to the completion of the Company's IPO. The consolidated financial statements do not reflect the effects of the contingent reclassification and stock split.
        On March 28, 2016, the Company signed a definitive agreement to acquire ETF.com, a provider of ETF data, news and analysis, with approximately $3.0 million in annual revenue. The transaction closed on April 1, 2016.
        There have been no subsequent events that have occurred during such period that would require disclosure in, or adjustment to, the consolidated financial statements as of and for the year ended December 31, 2015.

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Independent Auditors' Report
To the Managing Members of
Direct Edge Holdings LLC:
        We have audited the accompanying consolidated financial statements of Direct Edge Holdings LLC and its subsidiaries (the Company), which comprise the consolidated statement of financial condition as of December 31, 2013, and the related consolidated statements of income, changes in members' equity, and cash flows for the year then ended, and the related notes to the consolidated financial statements.
Management's Responsibility for the Financial Statements
        Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with U.S. generally accepted accounting principles; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
Auditors' Responsibility
        Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.
        An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditors' judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.
        We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Opinion
        In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2013, and the results of its operations and its cash flows for the year then ended in accordance with U.S. generally accepted accounting principles.
/s/ KPMG LLP
September 28, 2015

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DIRECT EDGE HOLDINGS LLC AND SUBSIDIARIES

Consolidated Statement of Financial Condition

December 31, 2013

(In thousands)
Assets

Current assets:

Cash and cash equivalents
$ 77,700
Accounts receivable, net, including $5,565 from related parties
48,485
Prepaid expenses
3,356

Total current assets
129,541
Property and equipment, net

14,264
Goodwill
34,783
Intangible assets, net
1,139
Deferred income taxes, net
36,546
Other assets
299

Total assets
$ 216,572

Liabilities and Members' Equity

Current liabilities:

Accounts payable and accrued liabilities, including $1,337 to related parties
$ 29,853
Section 31 fees payable
35,151
Enforcement action
14,000
Income tax payable
3,478
Revolving credit facility
6,000

Total current liabilities
88,482
Members' equity

128,090

Total liabilities and members' equity
$ 216,572


See accompanying notes to consolidated financial statements.

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DIRECT EDGE HOLDINGS LLC AND SUBSIDIARIES

Consolidated Statement of Income

Year ended December 31, 2013

(In thousands)
Revenues:

Transaction fees, including $135,422 from related parties
$ 430,223
Regulatory transaction fees, including $72,630 from related parties
116,944
Market data fees
51,877
Port fees and other
25,991

Total revenues
625,035
Cost of revenues:

Liquidity payments, including $104,460 to related parties
366,108
Section 31 fees
116,944
Routing and clearing, including $995 to related parties
30,503

Total cost of revenues
513,555

Revenues less cost of revenues
111,480
Operating expenses:

Compensation and benefits
31,799
Depreciation and amortization
6,861
Systems and data communication
26,334
Occupancy
1,334
Professional and contract services
15,067
Enforcement action
14,000
General and administrative
3,210

Total operating expenses
98,605

Operating income
12,875
Interest expense, net
343

Income before income tax provision
12,532
Income tax provision
11,712

Net income
$ 820


See accompanying notes to consolidated financial statements.

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DIRECT EDGE HOLDINGS LLC AND SUBSIDIARIES

Consolidated Statement of Changes in Members' Equity

Year ended December 31, 2013

(In thousands)
Balance at December 31, 2012
$ 125,762
Equity compensation
1,508
Net income
820

Balance at December 31, 2013
$ 128,090


See accompanying notes to consolidated financial statements.

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DIRECT EDGE HOLDINGS LLC AND SUBSIDIARIES

Consolidated Statement of Cash Flows

Year ended December 31, 2013

(In thousands)
Cash flows from operating activities:

Net income
$ 820
Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization
6,861
Provision for uncollectable accounts receivable
1,287
Deferred income taxes
3,297
Equity compensation
1,508
Changes in operating assets and liabilities:

Accounts receivable, including $1,204 from related parties
(3,042 )
Enforcement action
14,000
Accounts payable and accrued liabilities, including $105 to related parties
9,540
Section 31 fees payable
(724 )
Prepaid and other assets
366

Net cash provided by operating activities
33,913
Cash flows from investing activities:

Purchases of property and equipment
(9,231 )

Net cash used in investing activities
(9,231 )
Cash flows from financing activities:

Paydown of revolving credit facility
(19,000 )

Net cash used in financing activities
(19,000 )

Increase in cash and cash equivalents
5,682
Cash and cash equivalents:

Beginning of year
72,018

End of year
$ 77,700

Supplemental disclosure of cash paid:

Cash paid for income taxes, net of refunds
$ 2,285
Interest paid
355

See accompanying notes to consolidated financial statements.

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DIRECT EDGE HOLDINGS LLC AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2013
(1) Nature of Operations
        Direct Edge Holdings LLC and subsidiaries (the Company) is a financial technology company that develops and operates electronic markets for the trading of listed cash equity securities in the United States (U.S.) The Company is headquartered in Jersey City, New Jersey and only has operations in the U.S.
        The Company operates two national securities exchanges, EDGX Exchange, Inc. (EDGX) and EDGA Exchange, Inc. (EDGA). The Company also operates a routing broker-dealer, Direct Edge ECN LLC (DE Route) that provides routed transaction services for listed cash equity securities on EDGX and EDGA.
        The Company has one member class with no limitation on any members' liability.
(2) Summary of Significant Accounting Policies
(a)   Principles of Accounting
        The Company follows accounting standards established by the Financial Accounting Standards Board (FASB) to report its financial condition, results of operations and cash flows. References to accounting principles generally accepted in the U.S. (GAAP) in these footnotes are to the FASB Accounting Standards Codification (ASC or Codification).
(b)   Basis of Presentation
        The accompanying financial statements are presented on a consolidated basis to include the accounts and transactions of the Company. All significant intercompany accounts and transactions have been eliminated.
(c)   Use of Estimates
        The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as well as disclosure of the amounts of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ materially from those estimates.
(d)   Cash and Cash Equivalents
        The Company's cash and cash equivalents are exposed to concentrations of credit risk. The Company maintains cash at various financial institutions and brokerage firms which, at times, may be in excess of the federal depository insurance limit. The Company's management regularly monitors these institutions and believes that the potential for future loss is remote. The Company considers all liquid investments with original or acquired maturities of three months or less to be cash equivalents.
(e)   Accounts Receivable, Net
        Accounts receivable are concentrated with the Company's member firms and market data distributors and are carried at cost. On a periodic basis, management evaluates the Company's receivables and determines an appropriate allowance for uncollectible accounts receivable based on

Table of Contents

DIRECT EDGE HOLDINGS LLC AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2013
(2) Summary of Significant Accounting Policies (Continued)
anticipated collections. In circumstances where a specific customer's inability to meet its financial obligations is probable, the Company records a specific provision for uncollectible accounts against amounts due to reduce the receivable to the amount the Company estimates will be collected. Once the Company determines an allowance for an uncollectible account is necessary, interest on the receivable ceases to be accrued. See note 3 for allowance for doubtful accounts activity.
(f)    Property and Equipment, Net
        Property and equipment, net is stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated lives of the assets. Expenditures for repairs and maintenance are charged to expense as incurred. Depreciation of leasehold improvements is calculated using the straight-line method over the shorter of the related lease term or the estimated useful life of the assets.
        Long-lived assets to be held and used are reviewed to determine whether any events or changes in circumstances indicate that the carrying amounts of the assets may not be recoverable. The Company bases this evaluation on such impairment indicators as the nature of the assets, the future economic benefit of the assets, any historical or future profitability measurements, as well as other external market conditions or factors that may be present. If such impairment indicators are present that would indicate that the carrying amount of any asset may not be recoverable, the Company determines whether an impairment has occurred through the use of an undiscounted cash flow analysis of the asset at the lowest level for which identifiable cash flows exist. In the event of impairment, the Company recognizes a loss for the difference between the carrying amount and the estimated value of the asset as measured using quoted market prices or, in the absence of quoted market prices, a discounted cash flow analysis.
        The Company accounts for software development costs under ASC Topic 350,Intangibles—Goodwill and Other. The Company expenses software development costs as incurred during the preliminary project stage, while capitalizing costs incurred during the application development stage, which includes design, coding, installation and testing activities.
(g)   Goodwill and Intangible Assets, Net
        Goodwill represents the excess of purchase price over the value assigned to the net tangible and identifiable intangible assets of a business acquired. Goodwill is allocated to the Company's reporting units based on the assignment of the fair values of each reporting unit of the acquired company. The Company tests goodwill for impairment at the reporting unit level annually, or in interim periods if certain events occur indicating that the carrying value may be impaired. The impairment test is performed using carrying values as of August 31 of each respective fiscal year, and if the fair value of the reporting unit is found to be less than the carrying value, an impairment loss is recorded. The Company completed its annual goodwill impairment test and determined that no impairment existed.
        Intangible assets, net, primarily include memberships to the U.S. tape plans. Intangible assets with finite lives are amortized based on the discounted cash flow method applied over the estimated useful lives of the intangible assets.

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DIRECT EDGE HOLDINGS LLC AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2013
(2) Summary of Significant Accounting Policies (Continued)
(h)   Income Taxes
        The Company is a limited liability company, and as such, does not file consolidated federal income tax returns. The Company pays state income taxes in select states where business activities require such payments.
        Wholly owned subsidiaries of the Company are established as corporations and file consolidated federal income tax returns. For state and local income tax returns, the subsidiaries follow state guidelines, filing either consolidated returns, or filing separate returns for each of its subsidiaries.
        Deferred taxes are recorded on a liability method whereby deferred tax assets are recognized for deductible temporary differences, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.
        The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based upon the technical merits of the position. The tax benefit recognized in the consolidated financial statements from such a position is measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. Also, interest and penalties expense is recognized on the full amount of unrecognized benefits for uncertain tax positions. The Company's policy is to include interest and penalties related to unrecognized tax benefits in the income tax provision within the consolidated statement of income.
(i)    Revenue Recognition
Transaction Fees and Liquidity Payments
        Under the Company's "maker-taker" pricing model on EDGX, a member posting an order (the liquidity maker) is paid a rebate (recorded in liquidity payments) for an execution occurring against that order, and a member executing against an order resting on the Company's book (the liquidity taker) is charged a fee (recorded in transaction fees). As a result, transaction fees consist of "taker" fees and routing fee revenues earned for orders that are routed to another market center.
        Under the Company's "taker-maker" pricing model on EDGA, a liquidity taker is paid a rebate (recorded in liquidity payments) for an execution occurring against that order and a liquidity maker is charged a fee (recorded in transaction fees) for posting such an order.
        Transaction fees and liquidity payments are considered earned and incurred upon execution of a trade and are recognized on a trade-date basis and recorded on a gross basis in revenues and cost of revenues.

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DIRECT EDGE HOLDINGS LLC AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2013
(2) Summary of Significant Accounting Policies (Continued)
Market Data Fees
        Market data fees are earned from U.S. tape plans, including the Unlisted Trading Privileges Plan (UTP) and the Consolidated Tape Association Plan (CTA), and also proprietary market data products. Fees collected from tape plan subscribers, net of plan costs, from UTP and CTA are allocated and distributed to plan participants according to their share of tape fees based on a formula required by Securities and Exchange Commission (SEC) Regulation NMS that takes into account both trading and quoting activity. Fees from the CTA and UTP are estimated and recognized on a monthly basis and received approximately 45 days after quarter end. The Company also charges data subscribers directly for proprietary market data. The proprietary market data fees are earned on a monthly basis.
Regulatory Transaction and Section 31 Fees
        EDGX and EDGA, as U.S. exchanges, are assessed Section 31 fees pursuant to the Securities Exchange Act of 1934 (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. These fees are paid directly to the SEC by the exchanges. The exchanges, in turn, collect regulatory transaction fees that are designed to equal to the Section 31 fees from their members. The Company acts as the principal versus an agent on these transactions, and therefore these transactions are reported gross in the consolidated statement of income. EDGX and EDGA collect the regulatory transaction fees as a pass-through charge from members executing eligible trades and recognize these amounts in revenues, and the related Section 31 fees in cost of revenues as incurred on a settlement-date basis. Regulatory transaction fees received are included in cash and cash equivalents in the consolidated statement of financial condition at the time of receipt. As required by law, the amount due to the SEC is remitted semiannually and recorded as Section 31 fees payable in the consolidated statement of financial condition until paid. Because the Company holds the funds received until payment is remitted to the SEC, the Company earns interest on the related balances.
Port Fees
        Port fees are generated primarily from connectivity services related to each of the electronic markets. Port fees are recognized on a monthly basis.
Concentrations of Revenue and Liquidity Payments
        For the year ended December 31, 2013 one customer accounted for 12%, of the Company's transaction fees. Approximately 11% of liquidity payments related to one customer. No other customer accounted for more than 10% of the Company's transaction fees or liquidity payments during the year ended December 31, 2013.
        No member is contractually or otherwise obligated to continue to use the Company's services. The loss of, or a significant reduction of, participation by these members may have a material adverse effect on the Company's business, financial position, results of operations and cash flows.

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DIRECT EDGE HOLDINGS LLC AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2013
(2) Summary of Significant Accounting Policies (Continued)
(j)    Equity Compensation
        The Company grants equity compensation to its employees through awards of equity options, phantom equity units and restricted cash awards. The terms of the phantom equity units and restricted cash awards are such that payment for units granted occurs upon a change of control, as defined by the phantom share unit plan and restricted cash award agreement, respectively. As such, expense for the phantom shares and restricted cash awards will only be recorded upon a change in control, and has not been recorded for the year ended December 31, 2013.
        The Company records equity compensation expense related to equity options based on the grant-date fair value. The Company recognizes compensation expense related to equity options with graded vesting that have a service condition on a straight-line basis over the requisite service period of the entire award.
        The amount of equity compensation expense related to awards of equity options is based on the Black-Scholes valuation model results at the grant date. No equity options were granted during the twelve months ended December 31, 2013.
(k)   Accounting for Legal Costs
        The Company accounts for legal costs as incurred and records them in professional and contract services in the accompanying statement of income.
(l)    Recently Issued Accounting Pronouncements
        In May 2014, the FASB issued Accounting Standards Update, or ASU, 2014-09, "Revenue from Contracts with Customers (Topic 606)," which supersedes the revenue recognition guidance in ASC 605, "Revenue Recognition." The new revenue recognition standard sets forth a five-step revenue recognition model to determine when and how revenue is recognized. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration it expects to receive in exchange for those goods or services. The standard also requires more detailed disclosures. The standard provides alternative methods of initial adoption and is effective for the Company on January 1, 2018. Early adoption is not permitted. The Company is currently assessing the impact that this standard will have on the consolidated financial statements.

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DIRECT EDGE HOLDINGS LLC AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2013
(3) Allowance for Doubtful Accounts
        Allowance for doubtful accounts consisted of the following for the year ended December 31, 2013 (in thousands):
Balance at beginning of period
$ 341
Additions:

Charges to income, netted against transaction fees
1,287
Deductions:

Charges for which reserves were provided
(1,490 )

Balance at end of period
$ 138

(4) Property and Equipment, Net
        Property and equipment consisted of the following as of December 31, 2013 (in thousands):
Computer equipment and software
$ 37,819
Office furniture and fixtures
1,444
Leasehold improvements
6,255

Total property and equipment
45,518
Less accumulated depreciation
(31,254 )

Property and equipment, net
$ 14,264

        Depreciation expense was $6,763,000 for the year ended December 31, 2013.
(5) Goodwill and Intangible Assets, Net
        Intangible assets resulted from the purchase of memberships to the CTA and the UTP plan (in thousands):
Balance as of December 31, 2012
$ 1,237
Amortization
(98 )

Balance as of December 31, 2013
$ 1,139

        The following table presents the balance of intangible assets as of December 31, 2013 (in thousands):
U.S. tape plans membership fees
$ 1,475
Accumulated amortization
(336 )

$ 1,139

        The estimated future amortization expense is $98,000 for 2014, 2015, 2016, 2017 and 2018.

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DIRECT EDGE HOLDINGS LLC AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2013
(6) Accounts Payable and Accrued Liabilities
        Accounts payable and accrued liabilities consisted of the following as of December 31, 2013 (in thousands):
Accounts payable
$ 2,892
Rebates payable
12,954
Accrued compensation
10,472
Accrued liabilities
3,535

Accounts payable and accrued liabilities
$ 29,853

(7) Debt
        In December 2012, the Company entered into a credit agreement with the Bank of Montreal to pay a distribution to its members and for other corporate purposes. The agreement provides a revolving credit line of up to $50 million until December 7, 2015, the date of termination. Terms include the ability for the Company to choose amongst interest rate options, which each have a varying repayment and other terms. In addition to the interest assessed on the borrowed amount, a quarterly additional fee will be assessed on the unused portion of the $50 million revolving credit line. Mandatory payments must be made in the event the Company issues additional debt or, if no additional debt is issued, payment must be made at the termination date. As of December 31, 2013, the Company had $6 million outstanding under the credit agreement.
        The credit agreement contains customary affirmative and negative covenants, events of default and a financial covenant to not exceed a maximum leverage ratio measured annually through the date of termination. As of December 31, 2013, the Company was in compliance with all covenants of the credit agreement.
        The Company and certain subsidiaries have guaranteed the repayment of obligations under the credit agreement.
        Interest expense recognized revolving loans is included in interest expense, net on the consolidated statement of income, and for the year ended December 31, 2013 was $355,000.
(8) Fair Value Measurement
        Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date and sets out a fair value hierarchy. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). Inputs are broadly defined as assumptions market participants would use in pricing an asset or liability. The three levels of the fair value hierarchy are described below:
        Level 1: Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. The types of investments included in Level 1 include listed equities and listed derivatives.

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DIRECT EDGE HOLDINGS LLC AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2013
(8) Fair Value Measurement (Continued)
        Level 2: Inputs other than quoted prices within Level 1 that are observable for the asset or liability, either directly or indirectly, and fair value is determined through the use of models or other valuation methodologies. Investments that are generally included in this category include corporate bonds and over-the-counter derivatives. A significant adjustment to a Level 2 input could result in the Level 2 measurement becoming a Level 3 measurement.
        Level 3: Inputs are unobservable for the asset or liability and include situations where there is little, if any, market activity for the asset or liability. The inputs into the determination of fair value are based upon the circumstances and the best information available at the time and may require significant management judgment or estimation. Investments that are included in this category generally include equity and debt positions in private companies.
Nonrecurring Fair Value Measurements
Goodwill
        Valuation of goodwill to determine impairment is performed annually, or more frequently if there is an event or circumstance that would indicate impairment may have occurred. The process involves calculations to determine the fair value of each reporting unit on a stand-alone basis. Acquisition multiples for similar entities are used to estimate the fair value of the reporting unit. That fair value is compared to the carrying amount of the reporting unit, including its recorded goodwill. Impairment is considered to have occurred if the fair value of the reporting unit is lower than the carrying amount of the reporting unit. These measurements are classified as Level 3.
Fair Value of Financial Instruments
        The following table presents the Company's fair value hierarchy for those financial instruments held by the Company as of December 31, 2013 (in thousands):

Total Level 1 Level 2 Level 3
Assets:

Cash and cash equivalents
$ 77,700 $ 77,700 $ — $ —
Accounts receivable
48,485 — 48,485 —

Total assets
$ 126,185 $ 77,700 $ 48,485 $ —

Liabilities:

Accounts payable
$ 15,846 $ — $ 15,846 $ —
Section 31 fees payable
35,151 — 35,151 —
Revolving credit facility
6,000 — 6,000 —

Total liabilities
$ 56,997 $ — $ 56,997 $ —

        The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable, Section 31 fees payable and the revolving credit facility approximate fair value due to their liquid or short-term nature.

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DIRECT EDGE HOLDINGS LLC AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2013
(9) Employee Benefit Plan
        In 2013, the Company also administered the Direct Edge 401(k) retirement plan eligible to all employees. The Company matched employee contributions to this plan dollar for dollar of up to six percent, capped at $9,000. The Company's contribution amounted to $752,000 for the year ended December 31, 2013. This expense is included in compensation and benefits in the consolidated statement of income.
(10) Related Party Transactions
        Certain affiliates of members of the Company conduct trading activity through the EDGX and EDGA. The extent of such activity is presented in the accompanying consolidated statements of financial condition, income and cash flows.
        The Company has a Mutual Services Agreement (MSA) with a related party under which the Company and the related party charge each other for mutually provided technological services. During 2013, expense related to the MSA was $1,667,000. The Company charged the related party $650,000 in relation to the MSA. These were recorded net in systems and data communication in the consolidated statement of income. Similar results may not be achievable on an arm's length basis.
        The Company also has a Transition Services Agreement (TSA) with a related party. Under the terms of this TSA the related party would provide certain technological and administrative services in addition to facility overhead. For the year ended December 31, 2013, the amount expensed related to the TSA was $204,000 and recorded in systems and data communication in the accompanying consolidated statement of income. In addition to the TSA, the Company holds an office space lease with the same related party. The rent expenses related to this lease was $1,334,000 for the year ended December 31, 2013 and recorded in occupancy expense in the accompanying consolidated statement of income.
(11) Regulatory Capital
        As an SEC registered broker-dealer, DE Route is subject to the SEC's Uniform Net Capital rule (Rule 15c3-1), which requires the maintenance of minimum net capital, as defined. The SEC's requirement also provides that equity capital may not be withdrawn or a cash dividend paid if certain minimum net capital requirements are not met. DE Route computes the net capital requirements under the basic method provided for in Rule 15c3-1.
        As of December 31, 2013, DE Route is required to maintain net capital equal to the greater of 6.67% of aggregate indebtedness items, as defined, or $100,000. At December 31, 2013, DE Route had net capital of $2,741,000 which was $2,531,000 in excess of its required net capital of $210,000.
(12) Equity Compensation
        The Company utilizes equity award programs for offering long-term incentives to its employees. The equity incentives have been granted in the form of equity options under the Direct Edge Holdings LLC 2010 Equity Incentive Plan (the Equity Plan), phantom share units under the Amended and Restated 2007 Phantom Share Unit Plan (the PSUP) and restricted cash awards under a Restricted Cash Award Agreement. In conjunction with the Equity Plan, the Company recognized equity compensation expense of $1,508,000 for the year ended December 31, 2013. This expense is included in compensation and benefits in the consolidated statement of income.

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DIRECT EDGE HOLDINGS LLC AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2013
(12) Equity Compensation (Continued)
Equity Options
        Equity options granted under Equity Plan generally vest over three years or upon a change in control, are exercisable after five years and have a ten year contractual term. As of December 31, 2013, no equity options are exercisable. Summary equity option activity is presented below:

Number
of shares Weighted
average
exercise
price Weighted
average
remaining
contractual
term
(years) Aggregate
intrinsic
value
Outstanding, December 31, 2012
485,365 $ 35.11 7.8 $ 3,911,371
Forfeited
(9,941 ) 35.26

Outstanding, December 31, 2013
475,424 $ 35.11 6.8 $ 4,943,558

        Summary of the status of nonvested options is presented below:

Number of
shares Weighted
average
grant date
fair value
Nonvested stock at December 31, 2012
206,380 $ 16.24
Vested
(157,776 ) 16.57
Forfeited
(9,941 ) 17.14

Nonvested stock at December 31, 2013
38,663 $ 14.63

Phantom Shares
        Phantom shares were granted under the PSUP to certain employees. The program was created to provide long-term incentives to employees who started with the Company in its early stages. There are 443,770 units outstanding as of December 31, 2013. No units have been granted or forfeited in the year ended December 31, 2013. Terms of the PSUP dictate that payment for units granted will occur only upon a change in control, and as such, no expense has been recorded for these units for the year ended December 31, 2013.
Restricted Cash Awards
        In 2011, the Company established restricted cash awards under the terms of the Restricted Cash Award Agreement. These awards entitle certain employees to a cash payment upon a change in control. Similar to the PSUP, no expense has been recorded for these awards for the year ended December 31, 2013.

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DIRECT EDGE HOLDINGS LLC AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2013
(13) Income Taxes
        Net deferred tax assets consist of the following components as of December 31, 2013 (in thousands):
Deferred tax assets:

Equity compensation
$ 2,224
Goodwill and other intangibles
34,817
Other assets
1,377

Total deferred tax assets
38,418

Deferred tax liabilities:

Property and equipment
1,872

Net deferred tax assets
$ 36,546

        The Company provides a valuation allowance against net deferred tax assets if, based on management's assessment of historical and projected future operating results and other available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. Management believes it is more likely than not that the deferred tax assets will be realized based upon expectations of future taxable income.
        The provision for income taxes for the year ended December 31, 2013 consists of the following (in thousands):
Current tax expense:

Federal
$ 5,947
State
2,468

Total current tax expense
8,415
Deferred income tax expense:

Federal
2,670
State
627

Total deferred income tax expense
3,297

Income tax provision
$ 11,712

        The income tax provision differs from the amount of income tax determined by applying the U.S. federal income tax rate to income before income tax provision for the year ending December 31, 2013 due to the following (in thousands):
Computed "expected" tax provision
$ 4,386 35.0 %
Increase (decrease) in income tax resulting from:

Non-deductible expenses
6,209 49.5
State income tax
2,279 18.2
Pass-through income
(887 ) (7.1 )
Other
(275 ) (2.2 )

Income tax provision
$ 11,712 93.4 %

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DIRECT EDGE HOLDINGS LLC AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2013
(13) Income Taxes (Continued)
        At December 31, 2013, the Company had no unrecognized tax benefits. The Company files a U.S. federal income tax return and tax returns in various state jurisdictions. The Company's open tax years are 2010 through 2013. The Company believes the aggregate amount of any additional liabilities that may result from their examination, if any, will not have a material adverse effect on the financial position, results of operations, or cash flows of the Company.
(14) Commitments, Contingencies and Guarantees
Operating Leases
        The Company leases office and data center space under operating leases with third parties. Some leases contain renewal options and escalation clauses based on increases in property taxes and building operating costs. The Company also leases certain hardware used in its exchange operations.
        Future annual minimum lease commitments under these operating leases as of December 31, 2013, are as follows (in thousands):
2014
$ 6,357
2015
4,701
2016
3,353
2017
1,992
2018
1,191
Thereafter
2,581

Total
$ 20,175

        Rent expense was $1,334,000 for the year ended December 31, 2013, and recorded as occupancy expense in the accompanying consolidated statement of income. Other operating lease expense of $6,463,000 is recorded in systems and data communication for the year ended December 31, 2013.
Legal Proceedings
        From time to time the Company is involved in various reviews, inspections or other legal proceedings arising in the ordinary course of business. The Company does not believe that the outcome of any of the reviews, inspections or other legal proceedings will have a material impact on the consolidated financial position, results of operations or cash flows; however, litigation is subject to many uncertainties, and the outcome of individual litigated matters is not predictable with assurance.
        In a complaint filed on June 14, 2013 in the U.S. District Court for the District of Delaware, Relay IP, Inc. (Relay IP) claimed that the Company infringed a Relay IP patent through the Company's distribution of data using a multicast routing method known as the Protocol Independent Multicast-Sparse Mode standard, also known as the PIM-SM standard. On July 21, 2014, an Order of Dismissal with Prejudice was filed for the Company with the Court. As such, there was no impact to the consolidated financial statements as of December 31, 2013.

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DIRECT EDGE HOLDINGS LLC AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2013
(14) Commitments, Contingencies and Guarantees (Continued)
        The Company's exchanges are self-regulatory organizations under the jurisdiction of the SEC and are subject to routine reviews and inspections by the SEC, and DE Route is subject to reviews and inspections by the Financial Industry Regulatory Authority (FINRA).
        In February 2012, the Company received a written request from the SEC's Division of Enforcement seeking documents and information related to the development, modification and use of order types, and the Company's communications with certain market participants (including certain exchange members affiliated with certain of the Company's stockholders and directors) regarding the development, modification and use of order types; the Company's information technology systems; and trading strategies. On January 12, 2015, the SEC's Division of Enforcement announced an Order Instituting Administrative Cease-and-Desist Proceedings and Imposing Remedial Sanctions against the Company in which the Company entered into a settlement agreement with the SEC, without admitting or denying the allegations. An accrual of $14,000,000 was recorded in the Enforcement action line items of both the consolidated statement of financial condition and the consolidated statement of income.
Guarantees
        The Company uses Merrill Lynch, a related party, to clear its routed listed cash equity securities. Merrill Lynch guarantees the trade until one day after the trade date, after which time the National Securities Clearing Corporation (NSCC) provides a guarantee. In the case of a failure to perform on the part on its clearing firm, the Company provides the guarantee to the counterparty to the trade. The Company believes that any potential requirement for the Company to make payments under these guarantees is remote and accordingly, has not recorded any liability in the consolidated financial statements for these guarantees.
(15) Subsequent Events
        The Company has performed an evaluation of events that have occurred subsequent to December 31, 2013 through September 28, 2015 the date the consolidated financial statements were issued.
        On January 31, 2014, the Company completed a merger with BATS Global Markets, Inc. (BATS). BATS acquired 100% of the outstanding common stock of the Company for a consideration valued at $386.2 million (BATS Acquisition). As a result of the acquisition, all outstanding options under the Equity Plan and all units granted under the PSUP were fully vested and exercised and the restricted cash payments were made. The credit agreement with Bank of Montreal was terminated upon the BATS Acquisition.
        Also, because of the BATS Acquisition, in January 2014 BATS indemnified the Company against the full amount of the SEC enforcement action.
        Subsequent to the BATS Acquisition, certain employees were terminated in 2014 and the first quarter of 2015.
        As of January 12, 2015, the EDGX and EDGA exchange operations were migrated to a new technology platform. In conjunction with this migration, the Company began routing all trades through

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DIRECT EDGE HOLDINGS LLC AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
December 31, 2013
(15) Subsequent Events (Continued)
the BATS affiliated broker-dealer, BATS Trading. The Company will no longer route trades through DE Route.
        Beginning in 2015, the legacy Direct Edge 401(k) plan was closed and all U.S. employees were eligible for the BATS 401(k) retirement plan.
        In June 2015, the Company negotiated an early termination of the lease for the data center space for $4.1 million.
        There have been no other subsequent events that have occurred during such period that would require disclosure in, or adjustment to, the consolidated financial statements as of and for the year ended December 31, 2013.

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Independent Auditors' Report
The Board of Directors
BATS Hotspot FX LLC:
        We have audited the accompanying combined financial statements of KCG Hotspot FX, which comprise the combined statements of financial condition as of December 31, 2014 and 2013, and the related combined statements of income, changes in net investment, and cash flows for the years then ended, and the related notes to the combined financial statements.
Management's Responsibility for the Financial Statements
        Management is responsible for the preparation and fair presentation of these combined financial statements in accordance with U.S. generally accepted accounting principles; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of combined financial statements that are free from material misstatement, whether due to fraud or error.
Auditors' Responsibility
        Our responsibility is to express an opinion on these combined financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the combined financial statements are free from material misstatement.
        An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the combined financial statements. The procedures selected depend on the auditors' judgment, including the assessment of the risks of material misstatement of the combined financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the combined financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the combined financial statements.
        We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Opinion
        In our opinion, the combined financial statements referred to above present fairly, in all material respects, the financial position of KCG Hotspot FX as of December 31, 2014 and 2013, and the results of its operations and its cash flows for the years then ended in accordance with U.S. generally accepted accounting principles.
Emphasis of Matter
        As more fully described in note 1, the accompanying combined financial statements have been presented on a combined basis as the entities described in note 2 are all under common ownership and management.
/s/ KPMG LLP
December 3, 2015

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KCG HOTSPOT FX

Combined Statements of Financial Condition

December 31, 2014 and 2013

(In thousands)

2014 2013
Assets

Current assets:

Cash and cash equivalents
$ 5,256 $ 7,992
Accounts receivable, net
4,900 4,743
Affiliate receivables
3,156 2,096
Other receivables
84 152

Total current assets
13,396 14,983
Property and equipment, net

3,765
3,392
Deferred income taxes, net
659 294
Other assets
67 66

Total assets
$ 17,887 $ 18,735

Liabilities and Net Investment

Current liabilities:

Accounts payable and accrued liabilities
$ 2,356 $ 3,528

Total current liabilities
2,356 3,528
Net investment by Parent

15,531
15,207

Total liabilities and net investment by Parent
$ 17,887 $ 18,735


See accompanying notes to combined financial statements.

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KCG HOTSPOT FX

Combined Statements of Income

Years ended December 31, 2014 and 2013

(In thousands)

2014 2013
Revenues:

Transaction fees, including $550 and $60 from related parties for the years ended December 31, 2014 and 2013, respectively
$ 47,069 $ 45,907
Other income
430 273

Total revenues
47,499 46,180
Operating expenses:

Compensation and benefits
19,706 21,166
Depreciation
2,359 2,009
Systems and data communication
1,119 1,379
Occupancy
1,221 953
Business development
807 1,173
Professional and contract services
333 173
General and administrative
1,838 1,886

Total operating expenses
27,383 28,739

Operating income
20,116 17,441
Non-operating income:

Interest income
11 99

Income before income tax provision
20,127 17,540
Income tax provision
7,800 6,749

Net income
$ 12,327 $ 10,791


See accompanying notes to combined financial statements.

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KCG HOTSPOT FX

Combined Statements of Changes in Net Investment

Years ended December 31, 2014 and 2013

(In thousands)
Balance at December 31, 2012
$ 13,304
Dividend to Parent

(8,491
)
Tax shortfall from stock-based compensation
(397 )
Net income
10,791

Balance at December 31, 2013
$ 15,207
Dividend to Parent

(12,002
)
Tax shortfall from stock-based compensation
(1 )
Net income
12,327

Balance at December 31, 2014
$ 15,531


See accompanying notes to combined financial statements.

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KCG HOTSPOT FX

Combined Statements of Cash Flows

Years ended December 31, 2014 and 2013

(In thousands)

2014 2013
Cash flows from operating activities:

Net income
$ 12,327 $ 10,791
Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation
2,359 2,009
Provision for uncollectable accounts receivable
1 7
Deferred income taxes
(365 ) 795
Tax shortfall from stock-based compensation
(1 ) (397 )
Changes in assets and liabilities:

Accounts receivable, net
(157 ) (491 )
Affiliate receivables
(1,060 ) (3,595 )
Other receivables
68 (2 )
Other assets
(1 ) (24 )
Accounts payable and accrued liabilities
(1,172 ) (1,953 )

Net cash provided by operating activities
11,999 7,140
Cash flows from investing activities:

Purchase of property, plant and equipment
(2,733 ) (2,396 )

Net cash used in investing activities
(2,733 ) (2,396 )

Cash flows from financing activities:

Dividend to Parent
(12,002 ) (5,000 )

Net cash used in financing activities
(12,002 ) (5,000 )

(Decrease) increase in cash and cash equivalents
(2,736 ) (256 )
Cash and cash equivalents:

Beginning of year
7,992 8,248

End of year
$ 5,256 $ 7,992

Supplemental disclosure of non-cash financing activities:

Dividend related to settlement of receivable from Parent
$ — $ (3,491 )

See accompanying notes to combined financial statements.

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KCG HOTSPOT FX

Notes to Combined Financial Statements

December 31, 2014 and 2013
(1) Nature of Operations
        On March 13, 2015, BATS Global Markets, Inc. acquired the foreign exchange electronic communications network (ECN) from Knight Capital Group, Inc. (Knight) a wholly owned subsidiary of KCG Holdings, Inc. (KCG or Parent). This ECN business includes the operations of Hotspot FX Holdings, Inc. and subsidiaries along with direct and allocated costs included in other subsidiaries of KCG (collectively the Company). These allocated costs represent support functions of KCG such as technology, legal, accounting and human resources. These costs are based on methodologies determined by KCG, such as headcount, estimates of actual time spent and square footage, and do not necessarily represent the cost of running the business on a stand-alone basis. The Company also includes revenues and costs directly attributable to the business, transacted out of its London sales office and included within the operating results of another KCG subsidiary. The Company provides electronic foreign exchange trading solutions to buy-side firms through its foreign exchange ECN that provides clients with access to live, executable prices for over 60 currency pairs as well as spot gold and silver streamed by market maker banks and other clients. The Company offers clients several access options including direct high-speed connectivity and a traditional front-end application. The Company was based in Jersey City, New Jersey with offices in London and Singapore.
(2) Summary of Significant Accounting Policies
(a)   Principles of Accounting
        The Company follows accounting standards established by the Financial Accounting Standards Board (FASB) to report its financial condition, results of operations and cash flows. References to accounting principles generally accepted in the U.S. (GAAP) in these footnotes are to the FASB Accounting Standards Codification (ASC or Codification).
(b)   Basis of Presentation
        The accompanying combined financial statements are presented on a combined basis to include the accounts and transactions of portions of KCG Asia Pte. Ltd., Global Colocation Services LLC, KCG Holdings, Inc., KCG Americas LLC, KCG Europe Limited, KCG Hotspot FX LLC, Hotspot FXr, LLC, and GHC Allocations and all significant intercompany accounts and transactions have been eliminated.
(c)   Use of Estimates
        The preparation of combined financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as well as disclosure of the amounts of contingent assets and liabilities at the date of the combined financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ materially from those estimates.
(d)   Cash and Cash Equivalents
        The Company's cash and cash equivalents are exposed to concentrations of credit risk. The Company maintains cash at various financial institutions and brokerage firms which, at times, may be in excess of the federal depository insurance limit. The Company's management regularly monitors these

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KCG HOTSPOT FX
Notes to Combined Financial Statements (Continued)
December 31, 2014 and 2013
(2) Summary of Significant Accounting Policies (Continued)
institutions and believes that the potential for future loss is remote. The Company considers all liquid investments with original or acquired maturities of three months or less to be cash equivalents.
(e)   Accounts Receivable, Net
        Accounts receivable are concentrated with the Company's clients and market data distributors and are carried at cost. On a periodic basis, management evaluates the Company's receivables and determines an appropriate allowance for uncollectible accounts receivable based on anticipated collections. In circumstances where a specific customer's inability to meet its financial obligations is probable, the Company records a specific provision for uncollectible accounts against amounts due to reduce the receivable to the amount the Company estimates will be collected. See note 3 for allowance for doubtful accounts activity.
(f)    Property and Equipment, Net
        Property and equipment, net is stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated lives of the assets, generally ranging from three to seven years. Expenditures for repairs and maintenance are charged to expense as incurred. Depreciation of leasehold improvements is calculated using the straight-line method over the shorter of the related lease term or the estimated useful life of the assets.
        Long-lived assets to be held and used are reviewed to determine whether any events or changes in circumstances indicate that the carrying amounts of the assets may not be recoverable. The Company bases this evaluation on such impairment indicators as the nature of the assets, the future economic benefit of the assets, any historical or future profitability measurements, as well as other external market conditions or factors that may be present. If such impairment indicators are present that would indicate that the carrying amount of any asset may not be recoverable, the Company determines whether an impairment has occurred through the use of an undiscounted cash flow analysis of the asset at the lowest level for which identifiable cash flows exist. In the event of impairment, the Company recognizes a loss for the difference between the carrying amount and the estimated value of the asset as measured using quoted market prices or, in the absence of quoted market prices, a discounted cash flow analysis.
        The Company expenses software development costs as incurred during the preliminary project stage, while capitalizing costs incurred during the application development stage, which includes design, coding, installation and testing activities.
(g)   Income Taxes
        Deferred taxes are recorded on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. The results of the

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KCG HOTSPOT FX
Notes to Combined Financial Statements (Continued)
December 31, 2014 and 2013
(2) Summary of Significant Accounting Policies (Continued)
Company's operations are included in the Parent's income tax returns. Income taxes are allocated to the Company using the pro-rata method. Tax accounts are settled periodically in accordance with the tax sharing agreement in place with the Parent.
        The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based upon the technical merits of the position. The tax benefit recognized in the combined financial statements from such a position is measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. Also, interest and penalties expense is recognized on the full amount of deferred benefits for uncertain tax positions and recorded as a component of income tax expense on the combined statements of income.
(h)  ��Revenue Recognition
Transaction Fees
        Under the Company's fee schedule, a customer is charged a fee for posting an order and executing against an existing order. Transaction fees are considered earned and incurred upon execution of a trade and are recognized on a trade-date basis and recorded on a gross basis in revenues. All customer transactions are executed in the U.S., and the Company maintains sales offices in London and Singapore.
(i)    Accounting for legal costs
        The Company accounts for legal costs as incurred and records them in professional and contract services in the accompanying combined statements of income.
(j)    Stock-Based Compensation
        The Company grants stock-based compensation to its employees through awards of restricted stock units. The Company records stock-based compensation expense for all stock-based compensation granted based on the grant-date fair value. The Company recognizes compensation expense related to stock-based compensation awards with graded vesting that have a service condition on a straight-line basis over the requisite service period of the entire award.
        The amount of stock-based compensation expense related to awards of restricted stock is based on the fair value of the Parent's common stock at the date of grant.
(k)   Recently Issued Accounting Pronouncements
        In May 2014, the FASB issued Accounting Standards Update, or ASU, 2014-09, "Revenue from Contracts with Customers (Topic 606)," which supersedes the revenue recognition guidance in ASC 605, "Revenue Recognition." The new revenue recognition standard sets forth a five-step revenue recognition model to determine when and how revenue is recognized. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration it expects to receive in exchange for those goods or services. The standard also requires more detailed disclosures. The standard provides

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KCG HOTSPOT FX
Notes to Combined Financial Statements (Continued)
December 31, 2014 and 2013
(2) Summary of Significant Accounting Policies (Continued)
alternative methods of initial adoption and is effective for the Company on January 1, 2019. The Company is currently assessing the impact that this standard will have on the combined financial statements.
(3) Allowance for Doubtful Accounts
        Allowance for doubtful accounts consisted of the following for the years ended December 31, 2014 and 2013 (in thousands):

2014 2013
Balance at beginning of period
$ 22 $ 34
Additions:

Charges to income, included in general and administrative expenses
1 7
Deductions:

Charges for which reserves were provided
(2 ) (19 )

Balance at end of period
$ 21 $ 22

(4) Property and Equipment, Net
        Property and equipment consisted of the following as of December 31, 2014 and 2013 (in thousands):

2014 2013
Computer equipment and software
$ 16,993 $ 14,961
Office furniture and fixtures
42 42
Leasehold improvements
35 35

Total property and equipment
17,070 15,038
Less accumulated depreciation
(13,305 ) (11,646 )

Property and equipment, net
$ 3,765 $ 3,392

        Depreciation expense was $2,359,000 and $2,009,000 for the years ended December 31, 2014 and 2013, respectively.
(5) Accounts Payable and Accrued Liabilities
        Accounts payable and accrued liabilities consisted of the following as of December 31, 2014 and 2013 (in thousands):

2014 2013
Accrued compensation
$ 2,298 $ 3,345
Accrued liabilities
58 183

Accounts payable and accrued liabilities
$ 2,356 $ 3,528

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KCG HOTSPOT FX
Notes to Combined Financial Statements (Continued)
December 31, 2014 and 2013
(6) Fair Value Measurement
        Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date and sets out a fair value hierarchy. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). Inputs are broadly defined as assumptions market participants would use in pricing an asset or liability. The three levels of the fair value hierarchy are described below:
        Level 1: Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. The types of investments included in Level 1 include cash and cash equivalents.
        Level 2: Inputs other than quoted prices within Level 1 that are observable for the asset or liability, either directly or indirectly, and fair value is determined through the use of models or other valuation methodologies. Investments that are generally included in this category include corporate bonds and loans, less liquid and restricted equity securities and certain over-the-counter derivatives. A significant adjustment to a Level 2 input could result in the Level 2 measurement becoming a Level 3 measurement.
        Level 3: Inputs are unobservable for the asset or liability and include situations where there is little, if any, market activity for the asset or liability. The inputs into the determination of fair value are based upon the circumstances and the best information available at the time and may require significant management judgment or estimation. Investments that are included in this category generally include equity and debt positions in private companies.
Fair Value of Financial Instruments
        The following table presents the Company's fair value hierarchy for those financial instruments held by the Company as of December 31, 2014 and 2013 (in thousands):

December 31, 2014

Total Level 1 Level 2 Level 3
Assets:

Cash and cash equivalents
$ 5,256 $ 5,256 $ — $ —
Accounts receivable, net
4,900 — 4,900 —
Affiliate receivable
3,156 — 3,156 —
Other receivables
84 — 84 —

Total assets
$ 13,396 $ 5,256 $ 8,140 $ —

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KCG HOTSPOT FX
Notes to Combined Financial Statements (Continued)
December 31, 2014 and 2013
(6) Fair Value Measurement (Continued)

December 31, 2013

Total Level 1 Level 2 Level 3
Assets:

Cash and cash equivalents
$ 7,992 $ 7,992 $ — $ —
Accounts receivable, net
4,743 — 4,743 —
Affiliate receivable
2,096 — 2,096 —
Other receivables
152 — 152 —

Total assets
$ 14,983 $ 7,992 $ 6,991 $ —

        The carrying amounts of cash and cash equivalents, accounts receivable, affiliate receivables, and other receivables approximate fair value due to their liquid or short-term nature.
(7) Stock Based Compensation
        Certain employees of the Company participated in KCG's stock plans. The purpose of the stock plans is to provide incentive compensation, in the form of KCG stock-related awards, to employees of the Company.
        Eligible employees may receive KCG's restricted stock units (RSUs) as a portion of their total compensation. The majority of RSUs vest ratably over three years and are subject to accelerated vesting, or continued vesting, under certain termination circumstances in accordance with the applicable award documents and employment agreements between the Company or KCG and the participant. KCG has the right to fully vest employees in their RSUs upon retirement and in certain other circumstances.
        The Company measures compensation cost related to RSUs based on the market value of KCG's common stock at the date of grant. The Company recorded compensation expense relating to RSUs of the Company's direct employees of $348,000 and $2.6 million for the years ended December 31, 2014 and 2013, respectively. These amounts are included within Compensation and benefits on the Combined Statements of Income.

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KCG HOTSPOT FX
Notes to Combined Financial Statements (Continued)
December 31, 2014 and 2013
(7) Stock Based Compensation (Continued)
        The following tables summarize the RSU activity for the Company's direct employees during 2013 and 2014 (in thousands, except per unit information):

Number
of shares Weighted
average
fair
value
Knight units outstanding, December 31, 2012
91 $ 13.35
Granted
499 3.70
Vested
(91 ) 13.35
Forfeited
— —

Knight units outstanding, June 30, 2013
499 $ 3.70

Conversion of remaining Knight units to KCG units outstanding July 1, 2013(1)
(333 ) 3.70

KCG units outstanding , July 1, 2013
166 11.10
Granted
70 11.65

KCG units outstanding , December 31, 2013
236 $ 11.26

Granted
162 11.08
Vested
(79 ) 11.26
Forfeited
(113 ) 11.19

KCG units outstanding, December 31, 2014
206 $ 11.16

(1)
Knight was acquired by KCG on July 1, 2013. Pursuant to the Merger Agreement, each outstanding share of Knight Class A common stock, including outstanding RSUs, was converted into one third of a share of KCG Class A common stock.
(8) Related Parties
        The Company records expenses allocated from KCG for various operating expenses. Similar results may not be achievable on an arm's length basis. The following table presents the Company's allocation of expenses from KCG for the years ended December 31, 2014 and 2013:

2014 2013
Compensation and benefits
$ 3,656 $ 2,991
Management fee
732 1,214
Systems and data communication
299 516
Occupancy
1,221 953
Business development
30 28
Professional and contract services
196 104
General and administrative
388 213

$ 6,522 $ 6,019

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KCG HOTSPOT FX
Notes to Combined Financial Statements (Continued)
December 31, 2014 and 2013
(8) Related Parties (Continued)
        The affiliate receivables balances presented on the combined statements of financial condition consist of receivables from other KCG entities.
(9) Income Taxes
        Net deferred tax assets consist of the following components as of December 31, 2014 and 2013 (in thousands):

2014 2013
Deferred tax assets:

Equity awards
$ 901 $ 1,011
Property and equipment
1,028 387
Other
10 133

Total deferred tax assets
1,939 1,531

Deferred tax liabilities:

Property and equipment
1,280 1,237

Total deferred tax liabilities
1,280 1,237

Net deferred tax assets
$ 659 $ 294

        The Company provides a valuation allowance against deferred tax assets if, based on management's assessment of historical and projected future operating results and other available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. Management believes it is more likely than not that the deferred tax assets will be realized based upon expectations of future taxable income; therefore no valuation allowance related to deferred tax assets was established as of or during the years ended December 31, 2014 or 2013.
        The provision for income taxes for the years ended December 31, 2014 and 2013 consists of the following (in thousands):

2014 2013
Current tax expense:

Federal
$ 6,255 $ 4,482
State
979 761
Foreign
931 711

Total current tax expense
8,165 5,954
Deferred income tax (benefit) expense:

Federal
(307 ) 700
State
(58 ) 95

Total deferred income tax (benefit) expense
(365 ) 795

Income tax provision
$ 7,800 $ 6,749

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KCG HOTSPOT FX
Notes to Combined Financial Statements (Continued)
December 31, 2014 and 2013
(9) Income Taxes (Continued)
        The income tax provision differs from the amount of income tax determined by applying the U.S. federal income tax rate to income before income tax provision for the years ended December 31, 2014 and 2013 due to the following (in thousands):

2014 2013
Computed "expected" tax provision
$ 7,044 35.0 % $ 6,139 35.0 %
Increase in income tax resulting from:

State income taxes
599 3.0 556 3.2
Non-deductible charges
24 0.1 54 0.3
Other
133 0.7 — —

Income tax provision
$ 7,800 38.8 % $ 6,749 38.5 %

        The effective tax rate for 2014 was 38.8% compared to 38.5% in 2013. The effective tax rate increased from 2013 to 2014 due to higher non-deductible expenses.
        At December 31, 2014 and 2013, the Company had no unrecognized tax benefits associated with uncertain tax positions. As of December 31, 2014, the Company is subject to U.S. Federal income tax examinations for the tax years 2009 through 2013. In addition, the Company is subject to state and local income tax examinations in various jurisdictions for the tax years 2011 through 2014. The final outcome of these examinations is not yet determinable, however, the Company does not anticipate that any adjustments would result in a material change to its results of operations or financial condition.
(10) Contingencies, Commitments and Guarantees
        From time to time the Company is involved in various legal proceedings arising in the ordinary course of business. The Company does not believe that the outcome of any of the legal proceedings will have a material impact on the combined financial position, results of operations or cash flows; however, litigation is subject to many uncertainties, and the outcome of individual litigated matters is not predictable with assurance.
        On July 1, 2013, KCG, as borrower, entered into a first lien senior secured credit agreement (the "Credit Agreement") with Jefferies Finance LLC and Goldman Sachs Bank USA. The Credit Agreement was in the amount of $535 million (the "First Lien Credit Facility"). The First Lien Credit Facility had a carrying amount of $0 and $235 million for the years ended December 31, 2014 and 2013, respectively. The Lenders under the credit agreement have a security interest in all property of KCG, the Company, and other subsidiary guarantors including a guarantee and collateral agreement.
        On July 1, 2013, the Company, as a wholly-owned subsidiary guarantor of KCG, under the First Lien Credit Facility, as defined above, also entered into a Second Supplemental Indenture, whereby Senior Secured Notes of KCG, with a carrying amount of $305 million, and the obligations under the Senior Secured Notes Indenture will be fully and unconditionally guaranteed on a joint and several basis by KCG, the Company, and the other subsidiary guarantors and are secured by second-priority pledges and second-priority security interests in, and mortgages on, the collateral securing the First Lien Credit Facility, subject to certain exceptions.

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KCG HOTSPOT FX
Notes to Combined Financial Statements (Continued)
December 31, 2014 and 2013
(11) Subsequent Events
        The Company has performed an evaluation of events that have occurred subsequent to December 31, 2014 through December 3, 2015 the date the combined financial statements were issued.
        On January 28, 2015, the Company entered into a definitive agreement to be acquired by BATS Global Markets, Inc., in a cash transaction valued at $365 million. The deal closed on March 13, 2015. As a result of the acquisition, all outstanding RSU's granted were fully vested and exercised. Also as a result of the acquisition, the Company was absolved of its subsidiary guarantor status under KCG's Credit Agreement.
        There have been no other subsequent events that have occurred during such period that would require disclosure in, or adjustment to, the combined financial statements as of and for the year ended December 31, 2014.

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11,200,000 Shares
~~BATS~~Bats Global Markets, Inc.
COMMON STOCK

PROSPECTUS

Morgan Stanley
Citigroup
BofA Merrill Lynch
Credit Suisse
Goldman, Sachs & Co.
J.P. Morgan
Jefferies
Barclays
Deutsche Bank Securities
Nomura
Rosenblatt Securities
Sandler O'Neill + Partners, L.P.
Dealer Prospectus Delivery Obligation
        Through and including                    , 2016 (the 25th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers' obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

                    , 2016
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 13.    Other Expenses of Issuance and Distribution.

Amount To Be
Paid
SEC registration fee
$ 10,070
FINRA filing fee
15,500
BZX listing fee
*
Transfer agent's fees
*
Printing and engraving expenses
*
Legal fees and expenses
*
Accounting fees and expenses
*
Miscellaneous
*

Total
$ *

*
~~To be provided by amendment~~

Amount To Be
Paid
SEC registration fee
$ 24,644
FINRA filing fee
37,208
BZX listing fee
100,000
Transfer agent's fees
3,500
Printing and engraving expenses
280,000
Legal fees and expenses
2,000,000
Accounting fees and expenses
975,000
Miscellaneous
2,400

Total
$ 3,422,752

        Each of the amounts set forth above, other than the SEC registration fee and the FINRA filing fee, is an estimate.
Item 14.    Indemnification of Directors and Officers.
        Section 145 of the Delaware General Corporation Law, or DGCL, provides that a corporation may indemnify directors and officers as well as other employees and individuals against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any threatened, pending or completed actions, suits or proceedings in which such person is made a party by reason of such person being or having been a director, officer, employee or agent to the Registrant. The DGCL provides that Section 145 is not exclusive of other rights to which those seeking indemnification may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise. On completion of this offering, the Registrant's amended and restated certificate of incorporation will contain provisions that eliminate, to the maximum extent permitted by the DGCL, the personal liability of the Registrant's directors for monetary damages for breach of their fiduciary duties as directors. The Registrant's amended and restated certificate of incorporation will provide that the Registrant must indemnify its directors and officers as well as directors or officers of another corporation, partnership, joint venture, trust or other enterprise serving at the request of the Registrant, and may indemnify its employees and other agents, in each case to the fullest extent permitted by the DGCL.
        Section 102(b)(7) of the DGCL permits a corporation to provide in its certificate of incorporation that a director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director's duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) for unlawful payments of dividends or unlawful stock repurchases, redemptions or other distributions or (iv) for any transaction from which the director derived an improper personal benefit. The Registrant's amended and restated certificate of incorporation will provide for such limitation of liability.
        The Registrant maintains standard policies of insurance under which coverage is provided (a) to its directors and officers against loss arising from claims made by reason of breach of duty or other wrongful act and (b) to the Registrant with respect to payments which may be made by the Registrant
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to such officers and directors pursuant to the above indemnification provision or otherwise as a matter of law.
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        The proposed form of underwriting agreement to be filed as Exhibit 1.1 to this Registration Statement provides for indemnification of directors and officers of the Registrant by the underwriters against certain liabilities.
Item 15.    Recent Sales of Unregistered Securities.
        Set forth below is information regarding securities sold by us within the past three years that were not registered under the Securities Act of 1933, as amended, or the Securities Act. Also, included is the consideration, if any, received by us for such securities and information relating to the section of the Securities Act, or rule of the SEC, under which exemption from registration was claimed (without taking into account the reclassification and ~~-for-~~1-for-2.91 stock split to be consummated ~~in conjunction with~~immediately prior to the completion of this offering):
        1.     Since January 1, ~~2012,~~2013, the Registrant has issued to directors, officers and employees options to purchase an aggregate of 125,151 shares of common stock with a weighted average exercise price of $36.44 per share, pursuant to the ~~BATS~~Bats Global Markets, Inc. Third Amended and Restated 2012 Equity Incentive Plan, and 94,387 shares of common stock with a weighted average exercise price of $36.44 per share, pursuant to the ~~BATS~~Bats Global Markets, Inc. 2009 Stock Option Plan.
        2.     Since January 1, ~~2012,~~2013, the Registrant has issued to directors, officers and employees ~~794,296~~703,467 restricted shares of common stock pursuant to the ~~BATS~~Bats Global Markets, Inc. Third Amended and Restated 2012 Equity Incentive Plan.
        3.     Since January 1, ~~2012,~~2013, upon the exercise of stock options, the Registrant has issued 120,844 shares of common stock to certain officers, directors and employees in exchange for $3.2 million.
        4.     On January 31, 2014, the Registrant issued 9,803,748 shares of common stock to certain members of Direct Edge for an aggregate value of $344.5 million as part consideration for the acquisition of 100% of the outstanding stock of Direct Edge.
        5.     Since January 1, ~~2012,~~2013, the Registrant has issued 15,792 shares of common stock to certain employees in exchange for $0.7 million pursuant to the ESPP.
        None of these transactions involved any underwriters, underwriting discounts or commissions or any public offering. The securities referenced above in items (1) and (2) were issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and Rule 701 promulgated thereunder. These securities were issued pursuant to written compensatory benefit plans (or written contracts or arrangements relating to compensation) established for our employees and officers. The securities referenced above in item (3) were issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act.
Item 16.    Exhibits and Financial Statement Schedules.
        (a)   The following exhibits are filed as part of this Registration Statement:
Exhibit
Number Description
1.1 * Form of Underwriting Agreement

2.1 ** Securities Purchase Agreement, dated January 27, 2015, between Knight Capital Group, Inc. and ~~BATS~~Bats Global Markets, Inc.
3.1 ** Amended and Restated Certificate of Incorporation, as currently in effect

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Exhibit
Number Description
~~3.1~~3.2 ** ~~Amended and Restated Certificate of Incorporation, as currently in effect~~
~~3.2~~ * Form of Amended and Restated Certificate of Incorporation, to be in effect immediately prior to the completion of the offering

3.3 ** Amended and Restated Bylaws, as currently in effect

3.4 ** Form of Amended and Restated Bylaws, to be in effect immediately prior to the completion of the offering

3.5 Form of Certificate of Amendment of Amended and Restated Certificate of Incorporation, to effect the stock split
4.1 * Form of Common Stock Certificate

4.2 ** Investor Rights Agreement, dated as of January 31, 2014

5.1 * ~~Opinion of Davis Polk & Wardwell LLP~~
~~5.2~~ * Opinion of Eric Swanson, Executive Vice President, General Counsel and Secretary of ~~BATS~~Bats Global Markets, Inc.

10.1 ** ~~BATS~~Bats Global Markets, Inc. 2009 Stock Option Plan

10.2 ** ~~BATS~~Bats Global Markets, Inc. Third Amended and Restated 2012 Equity Incentive Plan

10.3 ** Form of Stock Option Award Agreement pursuant to the ~~BATS~~Bats Global Markets, Inc. 2009 Stock Option Plan

10.4 ** Form of Stock Option Award Agreement pursuant to the ~~BATS~~Bats Global Markets, Inc. Third Amended and Restated 2012 Equity Incentive Plan

10.5 ** Form of Restricted Stock Award Agreement pursuant to the ~~BATS~~Bats Global Markets, Inc. Third Amended and Restated 2012 Equity Incentive Plan

10.6 ** Form of ~~BATS~~Bats Global Markets, Inc. Cash Incentive Plan

10.7 ** Form of ~~BATS~~Bats Global Markets, Inc. Employee Stock Purchase Plan

10.8 ** Form of ~~BATS~~Bats Global Markets, Inc. Employee Share Repurchase Plan

10.9 ** Credit Agreement, dated as of January 31, 2014, between ~~BATS~~Bats Global Markets, Inc., as Borrower, and Credit Suisse AG, as Administrative Agent

10.10 ** First Amendment to 2014 Credit Agreement and the First Amendment to the Guarantee and Collateral Agreement, dated as of February 24, 2015, among ~~BATS~~Bats Global Markets, Inc., as Borrower, JPMorgan Chase Bank, N.A., as Administrative Agent, and Credit Suisse AG, as Collateral Agent

10.11 ** Form of Bats Global Markets, Inc. 2016 Omnibus Incentive Plan
10.12 ** Form of Bats Global Markets, Inc. 2016 Non-Employee Directors Compensation Plan
10.13 ** Form of Bats Global Markets, Inc. 2016 Employee Stock Purchase Plan
10.14 ** Form of Bats Global Markets, Inc. Non-Employee Directors Compensation Policy
10.15 Form of U.S. Executive Employment Agreement between Bats Global Markets, Inc. and certain executive officers
10.16 Form of U.K. Executive Employment Agreement between Bats Global Markets, Inc. and certain executive officers
21.1 ** [Removed]
21.2 Subsidiaries of the Registrant

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Exhibit
Number Description
23.1 Consent of KPMG LLP, independent registered public accountants for ~~BATS~~Bats Global Markets, Inc.

23.2 Consent of KPMG LLP, independent auditors for Direct Edge Holdings LLC

23.3 Consent of KPMG LLP, independent auditors for KCG Hotspot FX

23.4 * ~~Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1)~~
~~23.5~~ * Consent of Eric Swanson, Executive Vice President, General Counsel and Secretary of ~~BATS~~Bats Global Markets, Inc. (included in Exhibit ~~5.2)~~5.1)

24.1 ** Power of Attorney
*
~~To be filed by amendment.~~
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**
Previously filed.
        (b)   The following financial statement schedule is filed as part of this Registration Statement:
        None.
Item 17.    Undertakings.
        The undersigned Registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreement certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.
        Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions referenced in Item 14 of this Registration Statement, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer, or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered hereunder, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
        The undersigned registrant hereby undertakes that:
        (1)   For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this Registration Statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this Registration Statement as of the time it was declared effective.
        (2)   For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
        (3)   In a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following
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communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
          (i)  Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
         (ii)  Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
        (iii)  The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
        (iv)  Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
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SIGNATURES
        Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the ~~29th~~4th day of ~~January,~~April, 2016.
BATS GLOBAL MARKETS, INC.

By:

/s/ CHRIS CONCANNON
Name: Chris Concannon
Title: President and Chief Executive Officer
        Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Signature

Title

Date

/s/ CHRIS CONCANNON
Chris Concannon President, Chief Executive Officer and Director (Principal Executive Officer) ~~January 29,~~April 4, 2016

/s/ BRIAN N. SCHELL
Brian N. Schell

Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer)

~~January 29,~~April 4, 2016

*
Derick Shupe

Controller

~~January 29,~~April 4, 2016

*
Frank Reardon

Director

~~January 29,~~April 4, 2016

*
Alan H. Freudenstein

Director

~~January 29,~~April 4, 2016

*
Jamil Nazarali

Director

~~January 29,~~April 4, 2016

*
John McCarthy

Director

~~January 29,~~April 4, 2016
~~II-5~~II-6
Table of Contents
Signature

Title

Date

*
Joe Ratterman Director ~~January 29,~~April 4, 2016

*
Robert Jones

Director

~~January 29,~~April 4, 2016

*
Chris Mitchell

Director

~~January 29,~~April 4, 2016

*
Michael Richter

Director

~~January 29,~~April 4, 2016

*By:

/s/ CHRIS CONCANNON

Name: Chris Concannon
Title: Attorney-in-Fact
(pursuant to previously
filed power of attorney)
~~II-6~~II-7
Table of Contents

EXHIBIT INDEX
Exhibit
Number Description
1.1 * Form of Underwriting Agreement

2.1 ** Securities Purchase Agreement, dated January 27, 2015, between Knight Capital Group, Inc. and ~~BATS~~Bats Global Markets, Inc.

3.1 ** Amended and Restated Certificate of Incorporation, as currently in effect

3.2 ** Form of Amended and Restated Certificate of Incorporation, to be in effect immediately prior to the completion of the offering

3.3 ** Amended and Restated Bylaws, as currently in effect

3.4 ** Form of Amended and Restated Bylaws, to be in effect immediately prior to the completion of the offering

3.5 Form of Certificate of Amendment of Amended and Restated Certificate of Incorporation, to effect the stock split
4.1 * Form of Common Stock Certificate

4.2 ** Investor Rights Agreement, dated as of January 31, 2014

5.1 * ~~Opinion of Davis Polk & Wardwell LLP~~
~~5.2~~ * Opinion of Eric Swanson, Executive Vice President, General Counsel and Secretary of ~~BATS~~Bats Global Markets, Inc.

10.1 ** ~~BATS~~Bats Global Markets, Inc. 2009 Stock Option Plan

10.2 ** ~~BATS~~Bats Global Markets, Inc. Third Amended and Restated 2012 Equity Incentive Plan

10.3 ** Form of Stock Option Award Agreement pursuant to the ~~BATS~~Bats Global Markets, Inc. 2009 Stock Option Plan

10.4 ** Form of Stock Option Award Agreement pursuant to the ~~BATS~~Bats Global Markets, Inc. Third Amended and Restated 2012 Equity Incentive Plan

10.5 ** Form of Restricted Stock Award Agreement pursuant to the ~~BATS~~Bats Global Markets, Inc. Third Amended and Restated 2012 Equity Incentive Plan

10.6 ** Form of ~~BATS~~Bats Global Markets, Inc. Cash Incentive Plan

10.7 ** Form of ~~BATS~~Bats Global Markets, Inc. Employee Stock Purchase Plan

10.8 ** Form of ~~BATS~~Bats Global Markets, Inc. Employee Share Repurchase Plan

10.9 ** Credit Agreement, dated as of January 31, 2014, between ~~BATS~~Bats Global Markets, Inc., as Borrower, and Credit Suisse AG, as Administrative Agent

10.10 ** First Amendment to 2014 Credit Agreement and the First Amendment to the Guarantee and Collateral Agreement, dated as of February 24, 2015, among ~~BATS~~Bats Global Markets, Inc., as Borrower, JPMorgan Chase Bank, N.A., as Administrative Agent, and Credit Suisse AG, as Collateral Agent

10.11 ** Form of Bats Global Markets, Inc. 2016 Omnibus Incentive Plan
10.12 ** Form of Bats Global Markets, Inc. 2016 Non-Employee Directors Compensation Plan
10.13 ** Form of Bats Global Markets, Inc. 2016 Employee Stock Purchase Plan
10.14 ** Form of Bats Global Markets, Inc. Non-Employee Directors Compensation Policy
10.15 Form of U.S. Executive Employment Agreement between Bats Global Markets, Inc. and certain executive officers
10.16 Form of U.K. Executive Employment Agreement between Bats Global Markets, Inc. and certain executive officers
21.1 ** [Removed]
21.2 Subsidiaries of the Registrant

Table of Contents
Exhibit
Number Description
23.1 Consent of KPMG LLP, independent registered public accountants for ~~BATS~~Bats Global Markets, Inc.

23.2 Consent of KPMG LLP, independent auditors for Direct Edge Holdings LLC

23.3 Consent of KPMG LLP, independent auditors for KCG Hotspot FX

23.4 * ~~Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1)~~
~~23.5~~ * Consent of Eric Swanson, Executive Vice President, General Counsel and Secretary of ~~BATS~~Bats Global Markets, Inc. (included in Exhibit ~~5.2)~~5.1)

24.1 ** Power of Attorney
*
~~To be filed by amendment.~~

**
Previously filed.


Large accelerated filer o		Accelerated filer o		Non-accelerated filer ý (Do not check if a smaller reporting company)		Smaller reporting company o

Title of Each Class of Securities to Be Registered	Proposed Maximum Aggregate Offering Price(1)(2)	Amount of Registration Fee(3)	Amount To Be Registered(1)	Proposed Maximum Aggregate Offering Price Per Share	Proposed Maximum Aggregate Offering Price(2)	Amount of Registration Fee(3)




Common Stock, par value $0.01 per share	$100,000,000	$10,070	12,880,000	$19.00	$244,720,000	$24,644

	Per Share	Total




Price to public	$	$

Underwriting discounts and commissions(1)	$	$

Proceeds to ~~BATS~~	$	$

~~Proceeds to~~ selling stockholders	$	$

		Page

Prospectus Summary			1
The Offering			1011
Summary Historical and Pro Forma Financial and Operating Data			1213
Risk Factors			1719
Special Note Regarding Forward-Looking Statements			4851
Recent Acquisitions			4952
Unaudited Selected Pro Forma Financial Data			5154
Use of Proceeds			5859
Dividend Policy			5859
Capitalization			5960
Dilution			6261
Selected Financial and Operating Data			6362
Management's Discussion and Analysis of Financial Condition and Results of Operations			6766
Business			~~134~~118
Regulation			~~160~~146
Management			~~172~~158
Executive Compensation			~~179~~166
Certain Relationships and Related Transactions			~~202~~200
Principal and Selling Stockholders			~~206~~204
Description of Capital Stock			~~208~~209
Material U.S. Federal Tax Considerations for Non-U.S. Holders			~~216~~217
Shares Eligible for Future Sale			~~219~~220
Underwriters (Conflicts of Interest)			~~221~~223
Validity of Common Stock			~~230~~232
Experts			~~230~~232
Where You Can Find More Information			~~230~~232
~~Appendix~~Glossary			~~231~~233
Index to Consolidated Financial Statements			F-1


Common stock ~~offered:~~
~~Common stock offered by us~~		~~shares~~
~~Common stock~~ offered by the selling stockholders		11,200,000 shares
~~Total~~		~~shares~~
Capital stock ~~to be~~ outstanding after this offering:
Common stock		87,699,410 shares
Non-voting common stock(1)		7,980,017 shares
Total		95,679,427 shares
Option to purchase additional common stock		WeCertain of our selling stockholders have granted the underwriters the option to purchase an additional ~~shares from us.~~1,680,000 shares. The underwriters may exercise this option at any time within 30 days from the date of this prospectus.
Voting rights:
Common stock		One vote per share
Non-voting common stock		Only as required by applicable law
Use of proceeds		We estimate that our net proceeds from this offering will be approximately $ million, based on an assumed initial public offering price of $ per share (the mid-point of the price range set forth on the cover page of this prospectus) and after deducting underwriting discounts and commissions and estimated offering expenses payable by us of $ million.
		We intend to use the net proceeds received by us in connection with this offering to pay down our Amended 2014 Loan (as defined herein) in the amount of $ and for general corporate purposes, including funding potential future strategic alliances or acquisitions that are complementary to our business or that enable us to enter new markets or provide new products or services.
		We will not receive any proceeds from the sale of our common stock by the selling stockholders in this ~~offering.~~offering, including any shares sold by certain of the selling stockholders in connection with the exercise of the underwriters' option to purchase additional shares. See "Use of Proceeds."


DELAWARE (State or Other Jurisdiction of Incorporation or Organization)		6200 (Primary Standard Industrial Classification Code Number)		46-3583191 (I.R.S. Employer Identification Number)


Copies to:
Deanna L. Kirkpatrick, Esq. Davis Polk & Wardwell LLP 450 Lexington Avenue New York, New York 10017 (212) 450-4000		Gregory A. Fernicola, Esq. Phyllis G. Korff, Esq. Skadden, Arps, Slate, Meagher & Flom LLP Four Times Square New York, New York 10036 (212) 735-3000


Dividend policy		The board of directors is expected to adopt a policy with respect to the payment of dividends on our capital stock following this offering. We currently expect that we will pay quarterly cash dividends following the offering, with the annual amount initially determined based on a payout ratio of earnings within a ~~determined range.~~range of 30-40% of net income. Notwithstanding the current expectations for our future dividend policy, the timing, declaration, amount and payment of any dividends are within the discretion of the board of directors and will depend upon many factors, including our financial condition, earnings, corporate strategy, debt covenants, legal requirements, regulatory constraints, industry practice, ability to access capital markets and other factors deemed relevant by the board of directors.
BZX symbol		BATS

	Nine Months Ended September 30,						Year Ended December 31,								Year Ended December 31,

	Pro Forma 2015(2)		2015		2014		Pro Forma 2014(2)		2014		2013		2012		Pro Forma 2015(1)		2015		2014		2013
	(in millions, except per share data)														(in millions, except share and per share data)
Consolidated Statements of Operations Data:
Revenues:
Transaction fees	$	979.1	$	970.1	$	707.7	$	1,095.3	$	1,009.9	$	612.8	$	645.3	$	1,299.2	$	1,290.2	$	1,009.9	$	612.8
Regulatory transaction fees~~(1)~~(2)		207.0		207.0		186.5		282.0		272.0		127.4		148.1		275.7		275.7		272.0		127.4
Market data fees		99.4		99.4		81.2		114.3		110.3		59.4		60.3		131.0		131.0		110.3		59.4
Port fees and other		58.8		58.7		49.0		68.7		66.0		41.9		31.0		81.9		81.8		66.0		41.9

Total revenues		1,344.3		1,335.2		1,024.4		1,560.3		1,458.2		841.5		884.7		1,787.8		1,778.7		1,458.2		841.5
Cost of revenues:
Liquidity payments		805.7		805.7		578.5		858.4		831.4		474.7		508.2		1,070.7		1,070.7		831.4		474.7
Section 31 fees~~(1)~~(2)		207.0		207.0		186.5		282.0		272.0		127.4		148.1		275.7		275.7		272.0		127.4
Routing, clearing and other fees		36.7		36.7		35.6		55.4		47.3		42.6		51.5
Routing and clearing																47.9		47.9		47.3		42.6

Total cost of revenues		1,049.4		1,049.4		800.6		1,195.8		1,150.7		644.7		707.8		1,394.3		1,394.3		1,150.7		644.7

Revenues less cost of revenues		294.9		285.8		223.8		364.5		307.5		196.8		176.9		393.5		384.4		307.5		196.8
Operating expenses:
Compensation and benefits		61.8		58.4		66.2		102.4		87.0		41.5		48.4		83.5		79.7		87.0		41.5
Other operating expenses		101.3		92.4		73.3		135.4		100.9		53.7		69.2		123.0		122.4		100.9		53.7

Total operating expenses		163.1		150.8		139.5		237.8		187.9		95.2		117.6		206.5		202.1		187.9		95.2

			As of December 31,					As of December 31,

	As of September 30, 2015		As of December 31,					2015		2014		2013
	As of September 30, 2015		2014		2013		��	(in millions)
	(in millions)
Consolidated Statement of Financial Condition Data:
Consolidated Statements of Financial Condition Data:
Cash and cash equivalents	$	77.9	$	122.2	$	87.2		$	75.1	$	122.2	$	87.2
Financial investments		0.5		68.4		25.2			47.7		68.4		25.2
Goodwill and intangible assets, net		993.7		598.2		247.0			980.3		598.2		247.0
Total assets		1,288.8		1,006.6		456.9			1,316.9		1,006.6		456.9
Total liabilities		924.8		702.4		316.9			937.0		702.4		316.9
Long-term debt		737.2		474.4		246.0			687.5		474.4		246.0
Stockholders' equity		364.0		304.2		140.0			379.9		304.2		140.0

	2015			2014			2014			Year Ended December 31, 2015

	Nine Months Ended September 30,						Year Ended December 31,
	(in millions)									(in millions)
Pro forma net income	$	57.0		$	23.0		$	49.0		$	83.3
Pro forma interest		36.2			35.6			48.4			48.4
Pro forma income tax provision		40.2			15.4			30.9			57.3
Pro forma depreciation and amortization		39.3			36.5			44.7			44.1
Acquisition costs		0.4	(7)		8.5	(8)		10.0	(9)

Pro Forma EBITDA	$	173.1		$	119.0		$	183.0		$	233.1


Cash paid at closing	$	12.5
Fair value of share outlay		344.5	(a)
Change in control payments		29.2

Total consideration to former Direct Edge members	$	386.2

	Purchase Price Allocation (in millions)

Customer relationships	$	43.0		16
Trade name		1.6		1
Non-compete agreements		3.9		2
Licenses and registration		71.9		Infinite

Total acquired intangible assets		120.4
Goodwill		253.5

Total intangible assets		373.9
Current assets		131.6
Property and equipment		10.4
Liabilities		(129.7	)

Total cost of acquisition	$	386.2


Cash paid at closing	$	365.0		$	365.0
Contingent consideration liability		62.6	(a)		62.6	(a)
Working capital payment		2.5			2.5

Total consideration to former BATS Hotspot stockholders	$	430.1
Total consideration to former Bats Hotspot stockholders				$	430.1

	September 30, 2015							December 31, 2015

	Actual			Pro Forma(1)			Pro Forma As Adjusted(1)(2)	Actual			Pro Forma(1)
	(unaudited)							(unaudited)
	(in millions, except share data)							(in millions, except share data)
Cash and cash equivalents	$	77.9		$	77.9			$	75.1		$	75.1
Financial investments		0.5			0.5				47.7			47.7



Debt	$	737.2		$	737.2			$	687.5		$	687.5

Stockholders' equity:
Common stock, $0.01 par value: 55,000,000 shares authorized, 25,613,507 shares issued and 25,502,356 shares outstanding, actual; 125,000,000 shares authorized, 28,593,070 shares issued and outstanding on a pro forma basis; 125,000,000 shares authorized, shares issued and outstanding on a pro forma as adjusted basis		0.3			0.3
Non-Voting Class A common stock, par value $0.01 per share: 10,000,000 shares authorized, 3,090,714 shares issued and outstanding, actual; no shares authorized, issued and outstanding on a pro forma basis; no shares authorized, issued and outstanding on a pro forma as adjusted basis		—			—
Non-Voting Class B common stock, par value $0.01 per share: 10,000,000 shares authorized, 4,176,000 shares issued and outstanding, actual; no shares authorized, issued and outstanding on a pro forma basis; no shares authorized, issued and outstanding on a pro forma as adjusted basis		—			—
Non-voting common stock, $0.01 par value: no shares authorized, issued and outstanding, actual; 10,000,000 shares authorized, 4,176,000 shares issued and outstanding on a pro forma basis; 10,000,000 shares authorized, shares issued and outstanding on a pro forma as adjusted basis		—			—
Common stock, $0.01 par value: 55,000,000 shares authorized, 25,770,322 shares issued and 25,612,852 shares outstanding, actual; 362,500,000 shares authorized, 83,985,615 shares issued and 83,527,269 outstanding on a pro forma basis									0.3			0.3
Non-Voting Class A common stock, par value $0.01 per share: 10,000,000 shares authorized, 3,090,714 shares issued and outstanding, actual; no shares authorized, issued and outstanding on a pro forma basis									—			—
Non-Voting Class B common stock, par value $0.01 per share: 10,000,000 shares authorized, 4,176,000 shares issued and outstanding, actual; no shares authorized, issued and outstanding on a pro forma basis									—			—
Non-voting common stock, $0.01 par value: no shares authorized, issued and outstanding, actual; 29,000,000 shares authorized, 12,152,158 shares issued and outstanding on a pro forma basis									—			—
Treasury stock		(4.4	)		(4.4	)			(6.5	)		(6.5	)
Additional paid-in capital		268.8			268.8				271.3			271.3
Retained earnings		103.2			103.2				125.0			125.0
Accumulated other comprehensive loss, net		(3.9	)		(3.9	)			(10.2	)		(10.2	)

Total stockholders' equity		364.0			364.0				379.9			379.9

Total capitalization	$	1,101.2		$	1,101.2			$	1,067.4		$	1,067.4

			~~Total~~ ~~Consideration~~

	~~Shares Purchased~~
	~~Shares Purchased~~				~~Average Price~~ ~~Per Share~~
	~~Number~~	~~Percent~~	~~Amount~~	~~Percent~~	~~Average Price~~ ~~Per Share~~
~~Existing stockholders~~
~~New investors~~


~~Assumed initial public offering price per share of common stock~~		$
~~Pro forma net tangible book value per share as of September 30, 2015~~	$
~~Increase in pro forma net tangible book value per share attributable to new investors~~

~~Pro forma net tangible book value per share after offering~~

~~Dilution in net tangible book value per share of common stock to new investors~~


Assumed initial public offering price per share of common stock				$	18.00
Pro forma net tangible book deficit per share as of December 31, 2015	$	(6.28	)
Reduction in pro forma net tangible book deficit per share attributable to new investors		—

Pro forma net tangible book deficit per share after offering				$	(6.28	)

Dilution in net tangible book deficit per share of common stock to new investors				$	24.28

						Total Consideration

	Shares Purchased
	Shares Purchased										Average Price Per Share
	Number		Percent			Amount		Percent			Average Price Per Share
Existing stockholders		95,679,427		89.5	%	$	817,120,969		77.5	%	$	8.54
New investors		11,200,000		10.5	%		201,600,000		22.5	%	$	18.00

	Chi-X Europe		Direct Edge						Hotspot

	Realized as of 12/31/15		Realized as of 12/31/15			Additional Expected through 12/31/16			Realized as of 12/31/15		Additional Expected through 12/31/16
Compensation and benefits	$	9.7	$	22.1		$	2.2		$	4.3	$	4.9
Depreciation		0.1		—			—			—		—
Systems and data communication		4.1		0.3			7.6			—		—
Occupancy		0.5		(0.3	)		0.6			—		—
Professional fees		—		1.1			(0.7	)		—		—
Regulatory costs		—		(1.3	)		0.8			—		—
General and administrative		—		6.3			8.0			—		—

	$	14.4	$	28.2		$	18.5		$	4.3	$	4.9

	Nine Months Ended September 30,												Year Ended December 31,

	Nine Months Ended September 30,						Increase/ (Decrease)			Percent Change			Year Ended December 31,						Increase/ (Decrease)			Percent Change
	2015			2014			Increase/ (Decrease)			Percent Change			2015			2014			Increase/ (Decrease)			Percent Change
	(in millions, except percentages and as noted below)												(in millions, except percentages, trading days, earnings per share and as noted below)
Total revenues	$	1,335.2		$	1,024.4		$	310.8			30.3	%	$	1,778.7		$	1,458.2		$	320.5			22.0	%
Total cost of revenues		1,049.4			800.6			248.8			31.1	%		1,394.3			1,150.7			243.6			21.2	%

Revenues less cost of revenues		285.8			223.8			62.0			27.7	%		384.4			307.5			76.9			25.0	%
Total operating expenses		150.8			139.5			11.3			8.1	%		202.1			187.9			14.2			7.6	%

Operating income		135.0			84.3			50.7			60.1	%		182.3			119.6			62.7			52.4	%

Income before income tax provision		103.4			51.6			51.8			100.4	%		138.7			80.3			58.4			72.7	%
Income tax provision		42.9			20.7			22.2			107.2	%		56.5			31.1			25.4			81.7	%

Net income	$	60.5		$	30.9		$	29.6			95.8	%	$	82.2		$	49.2		$	33.0			67.1	%



EBITDA(1)	$	166.1		$	92.8		$	73.3			79.0	%	$	226.1		$	136.0		$	90.1			66.3	%
EBITDA margin(2)		58.1	%		41.5	%		16.6	%			*		58.8	%		44.2	%		14.6	%			*
Normalized EBITDA(1)	$	172.5		$	121.0		$	51.5			42.6	%	$	235.3		$	168.1		$	67.2			40.0	%
Normalized EBITDA margin(3)		60.4	%		54.1	%		6.3	%			*		61.2	%		54.7	%		6.5	%			*
Market ADV:
U.S. Equities (in millions of shares)		6,864.8			6,214.0			650.8			10.5	%
BATS ETPs (in millions of shares)		361.7			246.3			115.4			46.9	%
BATS ETPs: launches (number of launches)		7			2			5			250.0	%
BATS ETPs: listings (number of listings)		35			25			10			40.0	%
European Equities (in millions of ADNV)	€	52,394.2		€	38,124.1		€	14,270.1			37.4	%
U.S. Options (in thousands of contracts)		16,271.1			16,281.5			(10.4	)		(0.1	)%
Global FX (in billions of notional value)	$	27.8				*			*			*
Adjusted earnings(4)													$	103.6		$	75.2		$	28.4			37.8	%
Adjusted earnings margin(5)														27.0	%		24.5	%		2.5	%			*
Diluted Adjusted earnings per share(6)													$	3.17		$	2.37		$	.8			33.8	%
U.S. Equities:
ADV:
Matched shares ADV (in billions)														1.5			1.2			0.3			25.0	%
Routed shares ADV (in billions)														0.1			0.1			—			—

Total touched shares (in billions)														1.6			1.3			0.3			23.1	%



Market ADV (in billions)														6.9			6.4			0.5			7.8	%
Trading days														252			252			—			—
Bats ETPs (in billions of shares)														0.4			0.3			0.1			33.3	%
Bats ETPs: launches (number of launches)														26			5			21			420.0	%
Bats ETPs: listings (number of listings)														56			28			28			100.0	%
European Equities:
ADNV:
Matched and touched ADNV (in billions)													€	12.4		€	8.6		€	3.8			44.2	%
Market ADNV (in billions)													€	50.8		€	39.7		€	11.1			28.0	%
Trading days														257			256			1			0.4	%
Average Euro/British pound exchange rate														£0.7263			£0.8062			£(0.0799	)		(9.9	)%
U.S. Options:
ADV:
Matched contracts ADV														1.5			0.8			0.7			87.5	%
Routed contracts ADV														0.1			—			0.1			*

Total touched contracts														1.6			0.8			0.8			100.0	%



Market ADV														16.1			16.6			(0.5	)		(3.0	)%
Trading days														252			252			—			—
Global FX:
ADNV (in billions)													$	25.8			*			*			*
Trading days														209			*			*			*
Market share:
U.S. Equities		21.1	%		18.9	%		2.2	%			*		21.1	%		19.4	%		1.7	%			*
ETPs		22.4	%		22.3	%		0.1	%			*		22.4	%		22.2	%		0.2	%			*
ETPs: launches		3.4	%		1.3	%		2.1	%			*		10.1	%		2.5	%		7.6	%			*
ETPs: listings		2.0	%		1.5	%		0.5	%			*		3.1	%		1.7	%		1.4	%			*
European Equities		24.2	%		21.3	%		2.9	%			*		24.4	%		21.6	%		2.8	%			*
U.S. Options		9.9	%		4.2	%		5.7	%			*		9.6	%		4.8	%		4.8	%			*
Maker-taker exchanges(4)		9.8	%		4.2	%		5.6	%			*
Net capture:
U.S. Equities (net capture per one hundred touched shares)	$	0.021		$	0.022		$	(0.001	)		(4.5	)%	$	0.021		$	0.022		$	(0.001	)		(4.5	)%
European Equities (net capture per matched notional value in basis points)		0.132			0.164			(0.032	)		(19.5	)%		0.133			0.162			(0.029	)		(17.9	)%
U.S. Options (net capture per touched contract)	$	0.024		$	0.049		$	(0.025	)		(51.0	)%	$	0.030		$	0.046		$	(0.016	)		(34.8	)%
Global FX (net capture per one million dollars traded)	$	3.01				*			*			*	$	2.95				*			*			*
Average British pound/U.S. dollar exchange rate		1.5322			1.6691			(0.1369	)		(8.2	)%	$	1.5283		$	1.6476		$	(0.1652	)		(7.2	)%

	Total					Total

	(in millions)					(in millions)
Market volume	$	16.4		26.5	%	$	17.2		22.4	%
Market share		37.3		60.2	%		41.1		53.4	%
Net capture		(20.4	)	(32.9	)%		(24.1	)	(31.3	)%
BATS Hotspot Acquisition		23.2		37.4	%
Bats Hotspot Acquisition							31.8		41.4	%
Other		5.5		8.8	%		10.9		14.1	%

Revenues less cost of revenues	$	62.0		100.0	%	$	76.9		100.0	%

	Total

	(in millions)
Market volume	$	11.2		10.1	%
Market share		76.1		68.7	%
Net capture		(10.0	)	(9.0	)%
Routing volume		2.1		1.9	%
Other		31.3		28.3	%

Revenues less cost of revenues	$	110.7		100.0	%

	Year Ended December 31,							Percentage of Total Revenues

	Year Ended December 31,				Percent Change			Percentage of Total Revenues
	2014		2013		Percent Change			2014			2013
	(in millions)
U.S. Equities	$	1,234.5	$	662.8		86.3	%		84.7	%		78.8	%
European Equities		99.1		86.4		14.7	%		6.8	%		10.3	%
U.S. Options		124.6		92.3		35.0	%		8.5	%		10.9	%

Total revenues	$	1,458.2	$	841.5		73.3	%		100.0	%		100.0	%

	Year Ended December 31,							Percentage of Revenues Less Cost of Revenues

	Year Ended December 31,				Percent Change			Percentage of Revenues Less Cost of Revenues
	2014		2013		Percent Change			2014			2013
	(in millions)
U.S. Equities	$	224.3	$	123.9		81.0	%		72.9	%		62.9	%
European Equities		66.4		57.6		15.3	%		21.6	%		29.3	%
U.S. Options		16.8		15.3		9.8	%		5.5	%		7.8	%

Revenues less cost of revenues	$	307.5	$	196.8		56.3	%		100.0	%		100.0	%

	Year Ended December 31,									Percentage of Total Revenues

	Year Ended December 31,						Percent Change			Percentage of Total Revenues
	2014			2013			Percent Change			2014			2013
	(in millions, except percentages and as noted below)
Revenues:
Transaction fees	$	816.2		$	458.3			78.1	%		56.0	%		54.5	%
Regulatory transaction fees		268.7			124.7			115.5	%		18.5	%		14.8	%
Market data fees		97.6			48.5			101.2	%		6.7	%		5.8	%
Port fees and other		52.0			31.3			66.1	%		3.5	%		3.7	%

Total revenues		1,234.5			662.8			86.3	%		84.7	%		78.8	%
Cost of revenues:
Liquidity payments		695.8			372.8			86.6	%		47.7	%		44.3	%
Section 31 fees		268.7			124.7			115.5	%		18.5	%		14.8	%
Routing and clearing payments		45.7			41.4			10.4	%		3.1	%		4.9	%

Total cost of revenues		1,010.2			538.9			87.5	%		69.3	%		64.0	%

Revenues less cost of revenues		224.3			123.9			81.0	%		15.4	%		14.8	%
Operating expenses		141.3			46.6			203.2	%		9.7	%		5.5	%

Operating income	$	83.0		$	77.3			7.4	%		5.7	%		9.3	%



EBITDA(1)	$	103.4		$	81.7			26.6	%		7.1	%		9.7	%
EBITDA margin(2)		46.1	%		65.9	%			*			*			*
Normalized EBITDA(1)	$	121.9		$	85.0			43.4	%		8.4	%		10.1	%
Normalized EBITDA margin(2)		54.3	%		68.6	%			*
Market ADV:		6,414.2			6,187.0			3.7	%			*			*
BATS ETPs (in millions of shares)		268.7			264.2			1.7	%			*			*
BATS ETPs: launches (number of launches)		5			6			(16.7	)%			*			*
BATS ETPs: listings (number of listings)		28			23			21.7	%			*			*
Market share		19.4	%		10.4	%			*			*			*
Net capture per one hundred touched shares	$	0.022		$	0.024			(8.3	)%			*			*

	Year Ended December 31,

	2014												2013
	U.S. Equities		European Equities			U.S. Options		Corporate items and eliminations			Total		U.S. Equities			European Equities			U.S. Options		Corporate items and eliminations			Total
	(in millions)
Net income (loss)	$	40.2	$	37.7		$	8.3	$	(37.0	)	$	49.2	$	45.1		$	11.9		$	8.4	$	(18.6	)	$	46.8
Interest		—		(0.1	)		—		27.4			27.3		—			(0.1	)		—		25.9			25.8
Income tax provision (benefit)		43.3		(6.1	)		—		(6.1	)		31.1		32.2			5.4			—		(8.8	)		28.8
Depreciation and amortization		19.9		7.6			0.9		—			28.4		4.4			9.9			0.9		—			15.2

EBITDA		103.4		39.1			9.2		(15.7	)		136.0		81.7			27.1			9.3		(1.5	)		116.6
Acquisition-related costs		18.5		—			—		—			18.5		4.4			0.8			—		—			5.2
IPO costs		—		—			—		—			—		0.6			—			—		—			0.6
Loss on extinguishment of debt		—		—			—		13.6			13.6		—			—			—		—			—
Other one-time items		—		—			—		—			—		(1.7	)		3.4			—		—			1.7

Normalized EBITDA	$	121.9	$	39.1		$	9.2	$	(2.1	)	$	168.1	$	85.0		$	31.3		$	9.3	$	(1.5	)	$	124.1

	Year Ended December 31,													Year Ended December 31,							Percentage of Revenues Less Cost of Revenues

								Percentage of Revenues Less Cost of Revenues
	Year Ended December 31,				Percent Change								Percentage of Revenues Less Cost of Revenues	Year Ended December 31,				Percent Change			Percentage of Revenues Less Cost of Revenues
	2013		2012		Percent Change			2013			2012			2014		2013		Percent Change			2014			2013
	(in millions)													(in millions)
U.S. Equities	$	123.9	$	127.1		(2.5	)%		62.9	%		71.8	%	$	224.3	$	123.9		81.0	%		72.9	%		62.9	%
European Equities		57.6		35.7		61.3	%		29.3	%		20.2	%		66.4		57.6		15.3	%		21.6	%		29.3	%
U.S. Options		15.3		14.1		8.5	%		7.8	%		8.0	%		16.8		15.3		9.8	%		5.5	%		7.8	%

Revenues less cost of revenues	$	196.8	$	176.9		11.2	%		100.0	%		100.0	%	$	307.5	$	196.8		56.3	%		100.0	%		100.0	%

	Year Ended December 31,								Year Ended December 31,

	Year Ended December 31,					Percentage Increase/ (Decrease)			Year Ended December 31,				Percent Change
	2013		2012			Percentage Increase/ (Decrease)			2014		2013		Percent Change
	(in millions)								(in millions)
Transaction fees										£48.6		£45.7		6.3	%
Market data										5.2		4.6		13.0	%
Other										6.4		4.9		30.6	%

Revenues	£	55.2	£	52.3			5.5	%		60.2		55.2		9.1	%
Liquidity payments										19.8		18.4		7.6	%
Routing and clearing										0.1		—		*

Cost of revenues		18.4		29.7			(38.0	)%		19.9		18.4		8.2	%

Revenues less cost of revenues		36.8		22.6			62.8	%		40.3		36.8		9.5	%
Operating expenses		25.5		38.4			(33.6	)%		21.8		25.5		(14.5	)%

Operating income	£	11.3	£	(15.8	)		171.5	%	£	18.5	£	11.3		63.7	%



EBITDA(1)	£	17.4	£	(8.9	)		295.5	%	£	23.8	£	17.4		36.8	%
Normalized EBITDA(1)	£	20.2	£	4.2			381.0	%	£	23.8	£	20.2		17.8	%

	Year Ended December 31,								Year Ended December 31,

	Year Ended December 31,					Percent Change			Year Ended December 31,				Percent Change
	2013		2012			Percent Change			2014		2013		Percent Change
Net income (loss)	£	11.1	£	(16.1	)		168.9	%
									(in millions)
Net income									£	19.2	£	11.1		73.0	%
Interest		—		0.1				*		—		—			*
Income tax provision (benefit)		—		—				*		—		—			*
Depreciation and amortization		6.3		7.1			(11.3	)%		4.6		6.3		(27.0	)%

EBITDA		17.4		(8.9	)		295.5	%		23.8		17.4		36.8	%
Acquisition-related costs		0.5		12.8			(96.1	)%		—		0.5		(100.0	)%
IPO costs		—		0.3			(100.0	)%		—		—			*
Loss on extinguishment of debt		—		—						—		—	��		*
Other one-time items		2.3		—				*
Impairment of intangible assets										—		2.3		(100.0	)%
Regulatory assessment										—		—			*

Normalized EBITDA	£	20.2	£	4.2			381.0	%	£	23.8	£	20.2		17.8	%

	Year Ended December 31,															Year Ended December 31,									Percentage of Total Revenues

										Percentage of Total Revenues
	Year Ended December 31,						Percent Change								Percentage of Total Revenues	Year Ended December 31,						Percent Change			Percentage of Total Revenues
	2013			2012			Percent Change			2013			2012			2014			2013			Percent Change			2014			2013
	(in millions except percentages and as noted below)															(in millions, except for trading days and as noted below)
Revenues:
Transaction fees	$	83.0		$	69.8			18.9	%		9.8	%		7.9	%	$	113.8		$	83.0			37.1	%		7.8	%		9.8	%
Regulatory transaction fees		2.7			3.0			(10.0	)%		0.3	%		0.3	%		3.3			2.7			22.2	%		0.2	%		0.3	%
Market data fees		3.7			4.0			(7.5	)%		0.4	%		0.5	%		4.0			3.7			8.1	%		0.3	%		0.4	%
Port fees and other		2.9			1.9			52.6	%		0.4	%		0.2	%		3.5			2.9			20.7	%		0.2	%		0.4	%

Total revenues		92.3			78.7			17.3	%		10.9	%		8.9	%		124.6			92.3			35.0	%		8.5	%		10.9	%
Cost of revenues:
Liquidity payments		73.1			60.0			21.8	%		8.7	%		6.8	%		103.0			73.1			40.9	%		7.1	%		8.7	%
Section 31 fees		2.7			3.0			(10.0	)%		0.3	%		0.3	%		3.3			2.7			22.2	%		0.2	%		0.3	%
Routing and clearing payments		1.2			1.6			(25.0	)%		0.2	%		0.2	%
Routing and clearing																	1.5			1.2			25.0	%		0.1	%		0.2	%

Total cost of revenues		77.0			64.6			19.2	%		9.2	%		7.3	%		107.8			77.0			40.0	%		7.4	%		9.2	%

Revenues less cost of revenues		15.3			14.1			8.5	%		1.7	%		1.6	%		16.8			15.3			9.8	%		1.1	%		1.7	%
Operating expenses		6.9			6.4			7.8	%		0.8	%		0.7	%		8.5			6.9			23.2	%		0.6	%		0.8	%

Operating income	$	8.4		$	7.7			9.1	%		0.9	%		0.9	%	$	8.3		$	8.4			(1.2	)%		0.5	%		0.9	%



EBITDA(1)	$	9.3		$	8.8			5.7	%		1.1	%		1.0	%	$	9.2		$	9.3			(1.1	)%		0.6	%		1.1	%
EBITDA margin(2)		60.8	%		62.4	%			*			*			*		54.8	%		60.8	%			*			*			*
Normalized EBITDA(1)		9.3			8.8			5.7	%		1.1	%		1.0	%	$	9.2		$	9.3			(1.1	)%		0.6	%		1.1	%
Normalized EBITDA margin(2)		60.8	%		62.4	%			*			*			*		54.8	%		60.8	%			*			*			*
Market ADV (in thousands of contracts)		15,934.2			15,651.6			1.8	%			*			*
ADV (in millions):
Matched contracts																	0.8			0.6			33.3	%			*			*
Routed contracts																	—			—				*			*			*

Total touched contracts																	0.8			0.6			33.3	%			*			*



Market ADV																	16.6			15.9			4.4	%			*			*
Trading days																	252			252			—				*			*
Market share		3.7	%		3.3	%			*			*			*		4.8	%		3.7	%			*			*			*
Net capture per touched contract	$	0.058		$	0.063			(7.9	)%			*			*	$	0.046		$	0.058			(20.7	)%			*			*

	For the Quarter Ended																								For the Quarter Ended

	September 30,			June 30,			March 31,			December 31,			September 30,			June 30,			March 31,			December 31,			December 31,			September 30,			June 30,			March 31,			December 31,			September 30,			June 30,			March 31,
	2015									2014												2013			2015												2014
	(in millions, except per share data and as noted below)																								(in millions, except trading days, per share data and as noted below)
Statement of Income Data:
Total revenues	$	492.0		$	418.2		$	425.0		$	433.8		$	347.5		$	356.2		$	320.7		$	197.1		$	443.5		$	492.0		$	418.2		$	425.0		$	433.8		$	347.5		$	356.2		$	320.7
Total cost of revenues		388.0			319.2			342.2			350.1			270.3			278.9			251.4			150.8			344.9			388.0			319.2			342.2			350.1			270.3			278.9			251.4

Revenues less cost of revenues		104.0			99.0			82.8			83.7			77.2			77.3			69.3			46.3			98.6			104.0			99.0			82.8			83.7			77.2			77.3			69.3
Total operating expenses		49.1			50.4			51.3			48.4			48.8			50.0			40.7			26.2			51.3			49.1			50.4			51.3			48.4			48.8			50.0			40.7

Operating income		54.9			48.6			31.5			35.3			28.4			27.3			28.6			20.1			47.3			54.9			48.6			31.5			35.3			28.4			27.3			28.6

Income before income tax provision		42.5			36.2			24.7			28.7			22.1			20.9			8.6			13.5			35.3			42.5			36.2			24.7			28.7			22.1			20.9			8.6
Income tax provision		17.2			15.8			9.9			10.4			9.4			7.2			4.1			4.9			13.6			17.2			15.8			9.9			10.4			9.4			7.2			4.1

Net income	$	25.3		$	20.4		$	14.8		$	18.3		$	12.7		$	13.7		$	4.5		$	8.6		$	21.7		$	25.3		$	20.4		$	14.8		$	18.3		$	12.7		$	13.7		$	4.5
					��


Net income per share:
Basic	$	0.77		$	0.63		$	0.46		$	0.56		$	0.41		$	0.43		$	0.16		$	0.38		$	0.66		$	0.78		$	0.63		$	0.46		$	0.56		$	0.41		$	0.43		$	0.16
Diluted	$	0.77		$	0.63		$	0.45		$	0.56		$	0.40		$	0.43		$	0.16		$	0.38		$	0.66		$	0.77		$	0.63		$	0.45		$	0.56		$	0.40		$	0.43		$	0.16
Weighted average shares outstanding:
Basic		32.5			32.5			32.5			32.5			32.4			32.5			29.1			22.6			32.5			32.5			32.5			32.5			32.5			32.4			32.5			29.1
Diluted		32.8			32.8			32.7			32.6			32.6			32.6			29.3			22.7			32.7			32.7			32.7			32.7			32.6			32.6			32.6			29.3
Other Data:
EBITDA(1)	$	65.9		$	59.6		$	40.6		$	43.0		$	36.6		$	35.2		$	21.2		$	23.6		$	60.0		$	65.9		$	59.6		$	40.6		$	43.0		$	36.6		$	35.2		$	21.2
Normalized EBITDA(1)		67.3			60.0			45.2			47.0			42.0			40.8			38.3			27.6			62.8			67.3			60.0			45.2			47.0			42.0			40.8			38.3
Adjusted earnings(2)																									$	28.6		$	30.3		$	24.6		$	20.1		$	22.6		$	17.4		$	19.2		$	16.0
Diluted Adjusted earnings per share(3)																										0.87			0.93			0.75			0.62			0.70			0.53			0.59			0.55
Capital expenditures		(2.1	)		(6.6	)		(3.6	)		(7.6	)		(6.2	)		(4.9	)		(6.5	)		(0.7	)		1.6			2.1			6.6			3.6			7.6			6.2			4.9			6.5
Net cash (used in) provided by operating activities		(57.9	)		107.8			(41.8	)		115.2			(85.8	)		104.7			(34.8	)		43.2
Net cash provided by (used in) investing activities		108.5			(54.7	)		(351.6	)		(83.0	)		101.8			(75.4	)		(2.0	)		(20.2	)
Net cash provided by (used in) operating activities																										81.4			(57.9	)		107.7			(41.7	)		115.2			(85.8	)		104.7			(34.8	)
Net cash (used in) provided by investing activities																										(48.8	)		108.5			(54.7	)		(351.6	)		(83.0	)		101.8			(75.4	)		(2.0	)
Net cash (used in) provided by financing activities		(32.5	)		(49.7	)		322.3			(17.4	)		(5.9	)		(0.9	)		22.0			(11.3	)		(53.3	)		(32.5	)		(49.7	)		332.2			(17.4	)		(5.9	)		(0.9	)		22.0
U.S. Equities ADV(2)		7,320.9			6,352.0			6,915.8			7,002.1			5,677.4			6,052.6			6,943.8			6,375.2
European Equities ADNV(3)	€	49,715.8		€	52,915.2		€	54,679.0		€	44,265.1		€	35,455.4		€	37,428.2		€	41,615.7		€	33,338.5
U.S. Options contracts(4)		17,833.2			15,010.5			15,934.0			17,481.6			15,921.8			15.455.8			17,511.6			16,157.2
Global FX ADNV(5)	$	25.9		$	27.0				*			*			*			*			*			*
U.S. Equities:
Matched shares ADV (in billions)																										1.5			1.6			1.3			1.4			1.5			1.2			1.2			1.2
Routed shares ADV (in billions)																										0.1			0.1			0.1			0.1			0.1			0.1			0.1			0.1

Total touched shares ADV (in billions)																										1.6			1.7			1.4			1.5			1.6			1.3			1.3			1.3



Market ADV (in billions)																										7.1			7.3			6.4			6.9			7.0			5.7			6.1			6.9
Trading days																										64			64			63			61			64			64			63			61
European Equities:
Matched and touched ADNV (in billions)																									€	11.6		€	12.1		€	13.0		€	13.0		€	9.9		€	7.7		€	7.8		€	9.0
Market ADNV (in billions)																									€	46.3		€	49.7		€	52.9		€	54.7		€	44.3		€	35.4		€	37.4		€	41.6
Trading days																										65			66			63			63			64			66			63			63
Average Euro/British pound exchange rate																									£	0.7217		£	0.7178		£	0.7220		£	0.7436		£	0.7887		£	0.7937		£	0.8148		£	0.8278
U.S. Options:
Matched contracts ADV (in millions)																										1.4			1.9			1.5			1.4			1.1			0.8			0.6			0.6
Routed contracts ADV (in millions)																										—			0.1			—			—			—			—			—			—

Total touched contracts ADV (in millions)																										1.4			2.0			1.5			1.4			1.1			0.8			0.6			0.6



Market ADV (in millions)																										15.6			17.8			15.0			15.9			17.5			15.9			15.5			17.5
Trading days																										64			64			63			61			64			64			63			61
Global FX ADNV (in billions)(7)																									$	23.5		$	25.9		$	27.0				*			*			*			*			*

	Payments Due by Period

Contractual Obligations	Total		Less than 1 year		1-3 years		4-5 years		More than 5 years
					(in millions)
Operating leases	$	19.7	$	2.6	$	4.9	$	4.3	$	7.9
Principal payments of long-term debt		447.4		44.5		161.7		53.5		187.7
Interest payments on long-term debt		78.6		21.4		46.3		10.9		—
Payment of outstanding revolver		28.0		—		—		—		28.0
Data and telecommunications agreements		6.4		3.0		2.7		0.7		—
Equipment agreements(1)		6.5		3.7		2.8		—		—

Total	$	586.6	$	75.2	$	218.4	$	69.4	$	223.6

	Nine Months Ended September 30, 2015

	Euro(1)			British Pound(1)
	(in millions, except percentages)
Foreign denominated % of:
Revenues		3.6	%		2.1	%
Cost of revenues		(0.6	)		(0.2	)
Operating expenses		(0.7	)		—
Impact of 10% adverse currency fluctuation on:
Revenues	$	(5.3	)	$	(3.1	)
Cost of revenues		0.6			0.3
Operating expenses		0.1			—

	British Pound(1)

	(in millions)
Net equity investment in BATS Chi-X Europe	$	274.0
Impact on consolidated equity of a 10% adverse currency fluctuation		(27.4	)



BATS Chi-X Europe	24.2	%	24.2%	(1)	—
Bats Europe							24.4	%	24.2%	(1)	0.2	%
LSE and Borsa Italiana	19.2	%	20.2	%	(1.0	)%	18.9	%	20.2	%	(1.3	)%
Euronext	14.7	%	15.9	%	(1.2	)%	14.7	%	15.9	%	(1.2	)%
Xetra and Deutsche Börse(2)	10.2	%	12.7	%	(2.5	)%	10.2	%	12.7	%	(2.5	)%
Turquoise	9.1	%	5.1	%	4.0	%	9.0	%	5.1	%	3.9	%
SIX Swiss Exchange	6.8	%	6.1	%	0.7	%	6.8	%	6.1	%	0.7	%
NASDAQ OMX	5.5	%	6.0	%	(0.5	)%	5.5	%	6.0	%	(0.5	)%
Bolsa de Madrid	4.2	%	5.7	%	(1.5	)%	4.2	%	5.7	%	(1.5	)%
Other	6.1	%	4.1	%	2.0	%	6.3	%	4.1	%	2.2	%