Exhibit 99.3

Unaudited Pro Forma Condensed Combined Financial Statements

CBOE Holdings, Inc., a Delaware corporation (“CBOE Holdings”), entered into an Agreement and Plan of Merger, dated as of September 25, 2016 (the “Merger Agreement”), by and among CBOE Holdings, Bats Global Markets, Inc., a Delaware corporation (“Bats”), CBOE Corporation, a Delaware corporation and wholly owned subsidiary of CBOE (“Merger Sub”), and CBOE V, LLC, a Delaware limited liability company and wholly owned subsidiary of CBOE (“Merger LLC”).  The Merger Agreement provides, among other things, that, upon the terms and subject to the conditions set forth in the Merger Agreement, (i) Merger Sub will merge with and into Bats, with Bats surviving as a wholly owned subsidiary of CBOE Holdings (the “Merger”), and (ii) following the completion of the Merger, the surviving corporation from the Merger will merge with and into Merger LLC (the “Subsequent Merger”), with Merger LLC surviving the Subsequent Merger and continuing as a wholly owned subsidiary of CBOE Holdings.

The unaudited pro forma condensed combined statement of operations for the nine months ended September 30, 2016 and for the twelve months ended December 31, 2015 give effect to the Merger and related financing transactions as if they had occurred on January 1, 2015.  The unaudited pro forma condensed combined balance sheet as of September 30, 2016 gives effect to the Merger and related financing transactions as if they had occurred on September 30, 2016 (together with the unaudited pro forma condensed combined statement of operations, the “pro forma financial statements”).  Assumptions and estimates underlying the unaudited adjustments to the pro forma financial statements are described in the accompanying notes.

CBOE Holdings has entered into a $1.0 billion senior unsecured delayed draw term facility (subject to increase of up to $1.5 billion in the aggregate) to replace a portion of the bridge facility and also expects to issue senior unsecured notes prior to the completion of the Merger in lieu of drawing the remainder amount on the bridge facility. Accordingly, CBOE Holdings does not expect to fund the cash portion of the Merger consideration, the repayment of certain indebtedness of Bats and its subsidiaries or related fees and expenses with the bridge facility. For purposes of the pro forma financial statements, the related financing transactions are presented as if $1 billion of the funding were provided pursuant to the senior unsecured term facility and the remaining $650 million were provided pursuant to the bridge facility. CBOE Holdings anticipates that the interest expense that CBOE Holdings will ultimately pay once permanent financing is obtained will be lower than what is assumed in the pro forma financial statements.

As explained in more detail in the accompanying notes to the pro forma financial statements, the acquisition accounting is dependent upon certain valuations and other analyses that have yet to commence or progress to a stage where there is sufficient information for a definitive measurement.  The historical consolidated financial information has been adjusted to give effect to pro forma events that are (i) directly attributable to the Merger and related financing transactions and the acquisition of Bats by CBOE Holdings, (ii) factually supportable and (iii) with respect to the statement of operations, expected to have a continuing impact on the combined results.  The adjustments to the pro forma financial statements are preliminary and have been made solely for the purpose of presenting the pro forma financial statements, which are necessary to comply with the applicable disclosure and reporting requirements of the Securities and Exchange Commission (the “SEC”).  The pro forma financial statements are not intended to represent what CBOE Holdings’ actual consolidated results of operations or consolidated financial position would have been had the Merger and the related financing transactions occurred on the dates assumed, nor are they necessarily indicative of CBOE Holdings’ future consolidated results of operations or consolidated financial position.  The actual results reported in periods following the closing of the Merger, the related financing transactions and the Merger may differ significantly from the pro forma financial statements for a number of reasons including, but not limited to:  differences in the ordinary conduct of the business following the Merger, differences between the assumptions used to prepare the pro forma financial statements and actual amounts, cost savings from operating efficiencies, potential synergies and the impact of the incremental costs incurred in integrating the companies.

The pro forma financial statements were prepared using the acquisition method of accounting with CBOE Holdings considered the acquirer of Bats.  Under the acquisition method of accounting, the purchase price is allocated to the underlying Bats tangible and intangible assets acquired and liabilities assumed based on their respective fair market values with any excess purchase price allocated to goodwill.

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As of the date of the filing of the Current Report on Form 8-K of which this exhibit forms a part, CBOE Holdings has not completed the detailed valuation studies necessary to arrive at the required estimates of the fair value of the Bats assets to be acquired and the liabilities to be assumed and the related allocations of purchase price, nor has CBOE Holdings identified all adjustments necessary to conform Bats’ accounting policies to CBOE Holdings’ accounting policies.  A final determination of the fair value of Bats’ assets and liabilities, including intangible assets with both indefinite or finite lives, will be based on the actual net tangible and intangible assets and liabilities of Bats that exist as of the closing date of the Merger and, therefore, cannot be made prior to the completion of the transaction.  In addition, the value of the consideration to be paid by CBOE Holdings upon the consummation of the Merger will be determined based on the closing price of CBOE Holdings common stock on the closing date of the Merger.  As a result of the foregoing, the adjustments in the pro forma financial statements are preliminary and are subject to change as additional information becomes available and as additional analyses are performed.  The preliminary pro forma adjustments have been made solely for the purpose of providing the unaudited pro forma condensed combined financial statements presented below.  CBOE Holdings’ management estimated the fair value of Bats’ assets and liabilities based on discussions with Bats’ management, preliminary valuation studies, due diligence and information presented in Bats’ public filings with the SEC.  Until the Merger is completed, both companies are limited in their ability to share certain information.  Upon completion of the Merger, final valuations will be performed.  Any increases or decreases in the fair value of relevant balance sheet amounts upon completion of the final valuations will result in adjustments to the pro forma balance sheet and/or statement of operations.

The pro forma adjustments and related assumptions are described in the accompanying notes to the pro forma financial statements.  CBOE Holdings believes that the assumptions used to derive the pro forma adjustments are reasonable given the information available.  However, as the valuations of acquired assets and liabilities assumed are not expected to be finalized until after the Merger is completed, and information may become available within the measurement period which indicates a potential change to these valuations, the purchase price allocation as presented in the pro forma financial statements may be subject to adjustment.

Further, the pro forma financial statements do not reflect the full amount of the permanent financing that CBOE Holdings is seeking to obtain, any cost savings from operating efficiencies, any other potential synergies or the costs necessary to achieve any such savings or synergies.  The pro forma financial statements are based on the historical financial statements of CBOE Holdings and Bats, as adjusted for the pro forma effect of the Merger and the related financing transactions using a combination of the senior unsecured term facility and the bridge facility.  The pro forma financial statements should be read in conjunction with the historical financial statements and the accompanying notes of CBOE Holdings included in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2016 and its Annual Report on Form 10-K for the fiscal year ended December 31, 2015.  The pro forma financial statements should also be read in conjunction with the historical financial statements and the accompanying notes of Bats for the same periods.

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CBOE Holdings, Inc.

Unaudited Pro Forma Condensed Combined Balance Sheet

September 30, 2016

(in thousands)

See the accompanying notes to the unaudited pro forma financial statements

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CBOE Holdings, Inc.

Unaudited Pro Forma Condensed Combined Statement of Operations

For the nine months ended September 30, 2016

(in thousands, except per share data)

See the accompanying notes to the unaudited pro forma financial statements

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CBOE Holdings, Inc.

Unaudited Pro Forma Condensed Combined Statement of Operations

For the year ended December 31, 2015

(in thousands, except per share data)

See the accompanying notes to the unaudited pro forma financial statements

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1.                                      Description of Transaction

On September 25, 2016, CBOE Holdings announced that it had entered into the Merger Agreement, providing, among other things, that, upon the terms and subject to the conditions set forth in the Merger Agreement, a wholly owned subsidiary of CBOE Holdings will merge with and into Bats, with Bats surviving as a wholly owned subsidiary of CBOE Holdings (the “merger”).  The Merger Agreement also provides that, immediately following the effective time of the merger, Bats, as the surviving corporation in the merger, will merge with and into CBOE V, LLC (“Merger LLC”), with Merger LLC surviving the subsequent merger.

Each share of voting or non-voting Bats common stock outstanding immediately prior to the effective time of the merger (other than shares held by CBOE Holdings, Bats or any of their respective subsidiaries, shares held by any holder of Bats common stock who is entitled to demand and properly demands appraisal of such shares under Delaware law and unvested restricted shares of Bats common stock granted under any Bats equity incentive plan) will convert into, at the election of the holder of such share, subject to proration and adjustment, either (i) mixed consideration, which consists of $10.00 in cash and 0.3201 of a share of CBOE Holdings common stock, (ii) cash consideration, which consists of an amount of cash equal to the sum, rounded to two decimal places, of (a) $10.00 plus (b) the product of 0.3201 of a share of CBOE Holdings common stock multiplied by the volume-weighted average price, rounded to four decimal places, of shares of CBOE Holdings common stock on the NASDAQ Stock Market LLC (“NASDAQ”) for the ten consecutive trading day period ending on the second full trading day prior to the effective time of the merger (the “closing CBOE Holdings VWAP”) or (iii) stock consideration, which consists of a number of shares of CBOE Holdings common stock equal to the sum of (a) 0.3201 of a share of CBOE Holdings common stock and (b) the quotient obtained by dividing $10.00 by the closing CBOE Holdings VWAP.  Holders of Bats voting and non-voting common stock who do not make an election will receive the mixed consideration.

The completion of the Merger is subject to certain conditions, including, among others, (i) CBOE Holdings stockholders approving the proposal to approve the issuance of shares of CBOE Holdings common stock pursuant to the Merger Agreement and Bats stockholders approving the proposal to adopt the Merger Agreement, (ii) the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the receipt of certain other governmental approvals and (iii) other customary closing conditions.  The Merger is expected to close in the first half of 2017.

Concurrently, and in connection with entering into the Merger Agreement, CBOE Holdings entered into a commitment letter, pursuant to which, Bank of America, N.A. and Merrill Lynch, Pierce, Fenner & Smith Incorporated (or any of its designated affiliates) (Bank of America, N.A., and other such financial institutions that accede as lender to the debt commitment letter in accordance with its terms, the “commitment parties”), subject to the satisfaction and waiver of certain conditions, have committed to provide debt financing for the purposes of funding (i) the cash portion of the merger consideration, (ii) the repayment of certain existing indebtedness of Bats and its subsidiaries and (iii) related fees and expenses, which debt financing consists of a senior unsecured 364-day bridge loan facility in an aggregate principal amount of up to $1.65 billion (the “bridge facility”) due and payable 364 days after the closing date to the extent CBOE Holdings fails to generate gross cash proceeds in an aggregate principal amount of up to $1.65 billion from permanent financing, including pursuant to the new senior unsecured term loan facility and the issuance of senior unsecured notes on or prior to the consummation of the transactions contemplated by the Merger Agreement.

The commitment parties’ obligations to provide such financing became effective September 25, 2016 and will end on the earliest of (i) the termination of the Merger Agreement pursuant to its terms, (ii) July 25, 2017 (or if the outside date is extended pursuant to the terms of the Merger Agreement, October 23, 2017) or (iii) the closing of the transactions contemplated by the Merger Agreement without the use of the bridge facility.

CBOE Holdings has entered into a $1.0 billion senior unsecured delayed draw term facility (subject to increase of up to $1.5 billion in the aggregate) to replace a portion of the bridge facility and also expects to issue $650 million in senior unsecured notes prior to the completion of the Merger in lieu of drawing the remainder amount on the bridge facility. Accordingly, CBOE Holdings does not expect to fund the cash portion of the merger consideration, the repayment of certain indebtedness of Bats and its subsidiaries or related fees and expenses with the bridge facility. For purposes of the pro forma financial statements, the related financing transaction is presented as if $1 billion of the funding were provided pursuant to the senior unsecured term facility and the remaining $650 million were provided pursuant to the bridge facility. CBOE Holdings anticipates that the interest that CBOE

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Holdings will ultimately pay once the anticipated senior unsecured notes offering is complete will be lower than what is assumed in the pro forma financial statements.

Pursuant to the Merger Agreement, at the effective time of the merger, each outstanding unexercised option to purchase Bats common stock granted under any Bats equity incentive plan, whether vested or unvested (“Bats Stock Options”) will be converted into an option to purchase shares of CBOE Holdings common stock (“CBOE Holdings Stock Options”), with the same terms and conditions (including vesting schedule) as were applicable to such Bats Stock Option (but taking into account any changes, including any acceleration of vesting of such Bats Stock Option, occurring by reason of the transactions contemplated by the Merger Agreement).  The number of shares of CBOE Holdings common stock subject to each such CBOE Holdings Stock Option will be equal to the number of shares of Bats common stock subject to the corresponding Bats Stock Option immediately prior to the effective time of the merger multiplied by the exchange ratio (subject to certain adjustments and rounding), and the exercise price of such CBOE Holdings Stock Option will be equal to the per share exercise price under the corresponding Bats Stock Option divided by the exchange ratio (subject to certain adjustments and rounding).

Also pursuant to the Merger Agreement, at the effective time of the merger, each outstanding award of restricted Bats common stock granted under any Bats equity incentive plan (“Bats Restricted Shares”)  will be assumed by CBOE Holdings and will be converted into an award of restricted shares of CBOE Holdings common stock (“CBOE Holdings Restricted Shares”), subject to the same terms and conditions (including vesting schedule) that applied to the applicable Bats Restricted Shares immediately prior to the effective time of the merger (but taking into account any changes, including any acceleration of vesting of such Bats Restricted Shares, occurring by reason provided for in the Merger Agreement).  The number of shares of CBOE Holdings common stock subject to each such award of CBOE Holdings Restricted Shares will be equal to the number of shares of Bats common stock subject to the corresponding Bats Restricted Share award multiplied by the exchange ratio.

2.                                      Basis of Presentation

The unaudited pro forma condensed combined financial information has been prepared using the acquisition method of accounting, with CBOE Holdings being the accounting acquirer, and is based on the historical financial statements of CBOE Holdings and Bats.  Certain reclassifications have been made to the historical financial statements of Bats to conform to the financial statement presentation to be adopted by CBOE Holdings.

The unaudited pro forma condensed combined statement of operations for the nine months ended September 30, 2016 combines the consolidated statements of operations of CBOE Holdings and Bats for the period then ended to give effect to the Merger as if it had occurred at the beginning of the period.  The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2015 combines the consolidated statements of operations of CBOE Holdings and Bats for the year then ended to give effect to the Merger as if it had occurred at the beginning of the period.  The unaudited pro forma condensed combined balance sheet as of September 30, 2016, combines the consolidated balance sheets of CBOE Holdings and Bats as of September 30, 2016 to give effect to the Merger as if it had occurred on September 30, 2016.

The pro forma adjustments include the application of the acquisition method of accounting under purchase accounting guidance.  Purchase accounting guidance requires, among other things, that identifiable assets acquired and liabilities assumed be recognized at their fair values as of the acquisition date, which is presumed to be the closing of the Merger.  Transaction fees for the Merger are expensed as incurred and are primarily included in professional fees and outside services.  CBOE Holdings and Bats did not incur any transaction expenses related to the Merger during the six months ended June 30, 2016 or during 2015.  Transaction fees incurred during the three months ended September 30, 2016 were approximately $8.6 million and $3.4 million for CBOE Holdings and Bats, respectively.

The pro forma adjustments have been developed based on CBOE Holdings’ management’s judgment, including estimates relating to the allocations of purchase price to the assets acquired and liabilities assumed of Bats based on preliminary estimates of fair value.  CBOE Holdings management believes that the assumptions used to derive the pro forma adjustments are reasonable given the information available.  However, as the valuations of assets acquired and liabilities assumed are in process and are not expected to be finalized until subsequent to the Merger’s completion in 2017, and information may become available within the measurement period which

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indicates a potential change to these valuations, the purchase price allocations may be subject to adjustment.  The pro forma financial statements do not reflect any cost savings from potential operating efficiencies, any other potential synergies or any incremental costs which may be incurred in connection with integrating CBOE Holdings and Bats.

The pro forma financial statements are provided for illustrative purposes only and are not intended to represent what CBOE Holdings’ actual consolidated results of operations or consolidated financial position would have been had the Merger or the related financing transactions occurred on the dates assumed, nor are they necessarily indicative of CBOE Holdings’ future consolidated results of operations or consolidated financial position.

3.                                      Preliminary Purchase Price Calculation and Allocation

CBOE Holdings will allocate the purchase price in the Merger to the fair value of the Bats assets acquired and liabilities assumed.  The pro forma purchase price allocation below has been developed based on preliminary estimates of fair value using the historical financial statements of Bats as of September 30, 2016.  In addition, the allocation of the purchase price to acquired intangible assets is based on preliminary fair value estimates and is subject to final management analysis, with the assistance of third-party valuation advisers, at the completion of the Merger.  The estimated intangible asset values and their useful lives could be impacted by a variety of factors that may become known to CBOE Holdings only upon access to additional information and/or by changes in such factors that may occur prior to the effective time of the merger.  The estimated intangible assets are comprised of trading registrations and licenses, customer relationships, technology and other.  Additional intangible asset classes may be identified as the valuation process continues.  However, such items are currently not expected to be material to the overall purchase price allocation.  The residual amount of the purchase price after preliminary allocation to identifiable net assets represents goodwill.

The total preliminary estimated purchase price of approximately $3.1 billion was determined based on shares of Bats common stock and awards outstanding under Bats’ four equity incentive plans (which are referred to as equity awards), as of September 30, 2016. For purposes of the pro forma financial statements, such common stock and equity awards are assumed to remain outstanding as of the closing date of the Merger. Further, no effect has been given to any other new shares of common stock or other equity awards that may be issued or granted subsequent to September 30, 2016 and before the closing date of the Merger. In all cases in which CBOE Holdings’ closing stock price is a determining factor in arriving at final merger consideration, the stock price assumed for the total preliminary purchase price is the closing price of CBOE Holdings common stock on November 22, 2016 ($68.26 per share), the most recent date practicable prior to the mailing of the joint proxy statement/prospectus prepared in connection with the Merger. Below is a preliminary purchase price calculation:

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(1)                                 The number of shares of CBOE Holdings common stock issued was determined based on the conversion factor of 0.3201 of a share of CBOE Holdings common stock for each issued and outstanding share of Bats common stock.

(2)                                 The number of CBOE Holdings Stock Options issued was determined based on 1,946,038 Bats Stock Options outstanding as of September 30, 2016 multiplied by an exchange factor of 0.4684 per award. The Merger Agreement provides that the number of shares of CBOE Holdings common stock subject to each CBOE Holdings Stock Option into which each Bats Stock Option is converted will be equal to the number of shares of Bats common stock subject to the corresponding Bats Stock Option immediately prior to the effective time of the merger multiplied by the exchange ratio, which is the sum of (a) 0.3201 of a share of CBOE Holdings common stock and (b) the quotient obtained by dividing $10.00 by the closing CBOE Holdings VWAP. The calculated closing volume weighted average price for November 22, 2016 was $67.4328, which was the assumed closing CBOE Holdings VWAP for purposes of this calculation. The per share price in the table is the weighted average fair value for all CBOE Holdings replacement stock options. Ninety percent of the fair value of the replacement awards is included in the purchase consideration above, as this amount represents the fair value attributable to the service period completed prior to the Merger date. The remaining service period will be completed post-Merger, and future vesting and expense will be recognized accordingly.

(3)                                 The number of CBOE Holdings Restricted Shares issued was determined based on 1,581,651 unvested Bats Restricted Shares as of June 30, 2016 multiplied by an exchange factor of 0.4684 per award. The Merger Agreement provides that the number of shares of CBOE Holdings common stock into which each such award of CBOE Holdings Restricted Shares is converted will be equal to the number of shares of Bats common stock subject to the corresponding Bats Restricted Share award multiplied by the exchange ratio, which is the sum of (a) 0.3201 of a share of CBOE Holdings common stock and (b) the quotient obtained by dividing $10.00 by the closing CBOE Holdings VWAP. The calculated closing volume weighted average price for November 22, 2016 was $67.4328, which was the assumed closing CBOE Holdings VWAP for purposes of this calculation. Only 23.8% of the fair value of the replacement awards is included in the purchase consideration above, as this amount represents the fair value attributable to the service period completed prior to the Merger date. The remaining service period will be completed post-Merger and future vesting and expense will be recognized accordingly.

The preliminary purchase price calculation was based on the number of unvested shares of Bats common stock, Bats Stock Options and Bats Restricted Shares as of September 30, 2016, disclosed in Bats’ Quarterly Report on Form 10-Q for the quarter ended September 30, 2016. The cash component of the purchase price was a product of the shares of Bats common stock assumed to be outstanding multiplied by $10.00 per share. The value for CBOE Holdings common stock to be exchanged for Bats common stock was calculated by applying the conversion factor of 0.3201 of a share of CBOE Holdings common stock for each share of Bats common stock outstanding, multiplied by the closing price per share of CBOE Holdings common stock as reported on NASDAQ of $68.26 at market close on November 22, 2016. Outstanding Bats Stock Options were valued using a Black Scholes model, utilizing the closing price per share of CBOE Holdings common stock as reported on NASDAQ of $68.26 at market close on November 22, 2016, volatility rates, risk-free interest rates and expected lives for the stock options (each as detailed in the following table), and a dividend yield of 1.50%, after converting the number of outstanding Bats Stock Options and their associated exercise prices based on the defined conversion ratio in the Merger Agreement.

Valuation of Bats Stock Options

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CBOE Holdings will issue replacement CBOE Holdings Restricted Shares for the outstanding Bats Restricted Shares on the closing date of the Merger.  The fair value of the replacement CBOE Holdings Restricted Shares attributable to service periods completed prior to the effective time of the Merger has been included in the purchase price consideration, and the fair value of the replacement CBOE Holdings Restricted Shares attributable to service periods completed after the effective time of the Merger will be expensed prospectively by CBOE Holdings.

The estimated consideration expected to be transferred reflected in the unaudited pro forma condensed combined financial information does not purport to represent what the actual consideration transferred will be when the Merger is consummated. In accordance with purchase accounting guidance, the fair value of equity securities issued as part of the consideration transferred will be measured on the closing date of the Merger at the then-current market price. This requirement will likely result in a per share equity component that differs from the $68.26 (the closing price per share of CBOE Holdings common stock as reported on NASDAQ at market close on November 22, 2016) assumed in the unaudited pro forma financial statements, and that difference may be material. CBOE Holdings believes that a price volatility of as much as 10% in the price of CBOE Holdings common stock on the closing date of the Merger from the price of CBOE Holdings common stock assumed in the unaudited pro forma condensed combined financial information is reasonably possible based upon the recent history of the price of CBOE Holdings common stock. A 10% fluctuation in the market price of CBOE Holdings common stock would affect the value of the merger consideration with a corresponding change to goodwill, as illustrated in the table below:

Below is the preliminary purchase price allocation for the merger:

4.                                      The unaudited pro forma condensed combined balance sheet reflects the following adjustments:  Pro Forma Adjustments—Balance Sheet

A.                                    Adjusted to reflect the use of cash on hand to fund a portion of the cash consideration related to the Merger Agreement comprised of the following:

B.                                    Accounts payable adjusted for estimated transaction fees of $36,803.  The related tax impact is $10,024.

C.                                    To record the incurrence of new short-term debt under the bridge facility to fund a portion of the cash consideration of the Merger and pay off the historical Bats debt, the following adjustment was made:

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D.                                    Adjusted the net book value of Bats’ investment in EuroCCP to estimated fair value.

Adjustment based on discounted cash flows.

E.                                     Adjusted to eliminate historical Bats goodwill and intangible assets.

F.                                      Adjusted to record the preliminary estimated fair value of goodwill.  Goodwill resulting from the acquisition of Bats by CBOE Holdings is not amortized.  Goodwill will be assessed for impairment at least annually in accordance with ASC 350, Intangibles—Goodwill and Other.

G.                                    Adjusted to record identifiable intangible assets at their preliminary estimated fair values.  Fair values for trade name and open interest intangible assets have been estimated using an income approach.  Fair values for all other intangible assets were estimated using a multi-period excess earnings method.  Amortization expense has been calculated using a straight-line method over the estimated useful life.