# Cboe Global Markets, Inc. (CBOE) FY 2021 MD&A Verbatim Item 7 Management's Discussion and Analysis from Cboe Global Markets, Inc.'s 10-K for fiscal year 2021. SEC filing source: https://www.sec.gov/Archives/edgar/data/1374310/000155837022001386/cboe-20211231x10k.htm Accession: 0001558370-22-001386 Filing date: 2022-02-18 Report date: 2021-12-31 Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Published MD&A gate trimmed front/tail over-capture. Confidence: high Company profile: /company/CBOE/ All MD&A years: /company/CBOE/mda/ Next year: /company/CBOE/mda/fy2022/ (FY 2022) Item 7.      Management’s Discussion and Analysis of Financial Condition and Results of Operations Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is provided to assist the reader in understanding the results of operations, liquidity and capital resources, and critical accounting estimates and policies through the eyes of our management team. The following discussion should be read in conjunction with the consolidated financial statements of the Company and the notes thereto included in Item 8 of this Annual Report on Form 10-K. The following discussion contains forward-looking statements. Actual results could differ materially from the results discussed in the forward-looking statements. See “Risk Factors” and “Forward-Looking Statements” above. A detailed comparison of the Company’s 2020 operating results to its 2019 operating results can be found in the Management’s Discussion and Analysis of Financial Condition and Results of Operations section in the Company’s 2020 Annual Report on Form 10-K filed February 19, 2021 at www.sec.gov. INTRODUCTION Management’s Discussion and Analysis of Financial Condition and Results of Operations is organized as follows: [[GREPCENT_TABLE]] [["","\u25cf","Executive Summary \u2013 Includes an overview of the Company\u2019s business; a description of notable recent developments, current economic, competitive and regulatory trends relevant to our business; the Company\u2019s current business strategy; and the Company\u2019s primary sources of operating and non-operating revenues and expenses."]] [[/GREPCENT_TABLE]] [[GREPCENT_TABLE]] [["","\u25cf","Results of Operations \u2013 Includes an analysis of the Company\u2019s 2021 and 2020 financial results and a discussion of any known events or trends which are likely to impact future results."]] [[/GREPCENT_TABLE]] [[GREPCENT_TABLE]] [["","\u25cf","Liquidity and Capital Resources \u2013 Includes a discussion of the Company\u2019s future cash requirements, capital resources, and financing arrangements."]] [[/GREPCENT_TABLE]] [[GREPCENT_TABLE]] [["","\u25cf","Critical Accounting Estimates \u2013 Provides an explanation of accounting estimates which may have a significant impact on the Company\u2019s financial results and the judgments, assumptions, and uncertainties associated with those estimates."]] [[/GREPCENT_TABLE]] [[GREPCENT_TABLE]] [["","\u25cf","Recent Accounting Pronouncements \u2013 Includes an evaluation of recent accounting pronouncements and the potential impact of their future adoption on the Company\u2019s financial results."]] [[/GREPCENT_TABLE]] EXECUTIVE SUMMARY Overview Cboe Global Markets, Inc. (“Cboe” or “the Company”), a leading provider of market infrastructure and tradable products, delivers cutting-edge trading, clearing and investment solutions to market participants around the world. The Company is committed to operating a trusted, inclusive global marketplace, providing leading products, technology and data solutions that enable participants to define a sustainable financial future. Cboe provides trading solutions and products in multiple asset classes, including equities, derivatives and FX, across North America, Europe, and Asia Pacific. Cboe’s subsidiaries include the largest options exchange and the third largest stock exchange operator in the U.S. In addition, the Company operates one of the largest stock exchanges by value traded in Europe, and owns EuroCCP, a leading pan-European equities and derivatives clearinghouse, BIDS Trading, a leading block-trading ATS by volume in the U.S., MATCHNow, a leading equities ATS in Canada, and Cboe Australia, an operator of trading venues in Australia, and Cboe Japan, an operator of trading venues in Japan. Cboe also is a leading market globally for exchange-traded products (“ETPs”) listings and trading. The Company is headquartered in Chicago with offices in Amsterdam, Belfast, Calgary, Hong Kong, Kansas City, London, Manila, New York, San Francisco, Sarasota Springs, Singapore, Sydney, Tokyo and Toronto. 58 Table of Contents Recent Developments Acquisition of BIDS Holdings On December 31, 2020, the Company completed the acquisition of BIDS Holdings, which is included in the Company’s North American Equities segment. BIDS Holdings owns BIDS Trading, a registered broker-dealer and the operator of the BIDS ATS, the largest block-trading ATS by volume in the U.S. The BIDS ATS is not a registered national securities exchange or a facility thereof. The acquisition follows Cboe and BIDS Trading’s successful partnership in Europe, which began in 2016 with the creation of Cboe LIS for European equities block-trading. Since its launch, Cboe LIS has grown to become one of the largest block-trading platforms in Europe. BIDS Trading’s proven block-trading capability provides the Company a foothold in the off-exchange segment of the U.S. equities market. Additionally, BIDS Trading’s differentiated network of global buy-side investment managers and sell-side constituents provides the foundation for Cboe to potentially build more off-exchange products and services in non-U.S. equities or options products and in geographies beyond the U.S. Acquisition of Chi-X Asia Pacific On July 1, 2021, the Company completed the acquisition of Chi-X Asia Pacific Holdings, Ltd., a holding company of alternative market operators and providers of innovative market solutions. This acquisition provides the Company with a single point of entry into two key capital markets, Australia and Japan, helps enable it to expand its global equities and market data business into the Asia Pacific region, bring other products and services to the region, and further expand access to its unique proprietary product suite in the region. The transaction closed on July 1, 2021 based upon the time zone of both the acquiree, Chi-X Asia Pacific, and the acquiror, Cboe Worldwide Holdings Limited, a subsidiary of the Company. Investment in Trading Technologies On October 31, 2021, the Company, through a wholly-owned subsidiary, became a limited partner of 7Ridge Investments 3 LP (“7Ridge Fund”) in connection with 7Ridge Fund’s planned acquisition of Trading Technologies International, Inc. (“Trading Technologies”). On December 13, 2021, the Company’s subsidiary provided its financial commitment to 7Ridge Fund, and on December 21, 2021, 7Ridge Fund completed the acquisition of Trading Technologies. Trading Technologies is a global provider of next-generation professional trading software, connectivity and data solutions. The Company is strategically aligned with Trading Technologies’ vision of delivering a leading trading, connectivity and data network to the global trading community. Planned acquisition of ErisX On October 20, 2021, the Company announced it entered into a definitive agreement to acquire Eris Digital Holdings, LLC (“ErisX”). ErisX operates a U.S.-based digital asset spot market, a regulated futures exchange and a regulated clearinghouse. Ownership of ErisX presents a unique opportunity for the Company to enter the digital asset spot and derivatives marketplaces through a digital-first platform developed with industry partners to focus on robust regulatory compliance, data and transparency. The transaction is expected to close in the first half of 2022; subject to regulatory review and other customary closing conditions. Planned acquisition of NEO On November 15, 2021, the Company announced it entered into a definitive agreement to acquire Aequitas Innovations, Inc. (“NEO”). NEO is a fintech organization that is comprised of a fully registered Tier-1 Canadian securities exchange with a diverse product and services set ranging from corporate listings to cash equity trading. Ownership of NEO will help allow the Company to provide a more fulsome Canadian equities offering, operating the NEO Exchange, a national securities exchange with trading, listings, and other services, in addition to MATCHNow, the ATS acquired by the Company in 2020. The transaction is expected to close in the first half of 2022; subject to regulatory review and other customary closing conditions. Business Segments The Company reports five business segments: Options, North American Equities, Europe and Asia Pacific, Futures, and Global FX. Segment performance is primarily based on operating income (loss). The Company has aggregated all of its corporate costs and eliminations, as well as other business ventures, within Corporate Items and Eliminations; 59 Table of Contents however, operating expenses that relate to activities of a specific segment have been allocated to that segment. Our management allocates resources, assesses performance and manages our business according to these segments: Options. The Options segment includes options on market indices (“index options”), as well as on the stocks of individual corporations (“equity options”), and options on ETPs, such as exchange-traded funds (“ETFs”) and exchange-traded notes (“ETNs”), which are “multi-listed” options and listed on a non-exclusive basis. These options are eligible to trade on Cboe Options, C2, BZX, EDGX, and other U.S. national security exchanges. Cboe Options is the Company’s primary options market and offers trading in listed options through a single system that integrates electronic trading and traditional open outcry trading on the Cboe Options trading floor in Chicago. C2 Options, BZX Options, and EDGX Options are all-electronic options exchanges, and typically operate with different market models and fee structures than Cboe Options. The Options segment also includes applicable market data revenue generated from the consolidated tape plans, the licensing of proprietary options market data, index licensing, and access and capacity services. North American Equities. The North American Equities segment includes listed U.S. equities and ETP transaction services that occur on fully electronic exchanges owned and operated by BZX, BYX, EDGX, and EDGA, equities transactions that occur on the BIDS Trading platform, and Canadian equities and other transaction services that occur on or through the MATCHNow ATS. The North American Equities segment also includes ETP listings on BZX, the Cboe Global Markets, Inc. common stock listing, applicable market data revenue generated from the consolidated tape plans, the licensing of proprietary equities market data, routing services, and access and capacity services. Europe and Asia Pacific. The Europe and Asia Pacific segment includes the pan-European listed equities and derivatives transaction services, ETPs, exchange-traded commodities, and international depository receipts that are hosted on MTFs operated by Cboe Europe Equities (Cboe Europe and Cboe NL) and Cboe Europe Derivatives (“CEDX”). It also includes the ETP listings business on RMs and clearing activities of EuroCCP, as well as the equities transaction services of Cboe Australia and Cboe Japan, each operators of trading venues in Australia and Japan. This segment was previously referred to as the European Equities segment but was updated to the Europe segment in the first quarter of 2021 as a result of the launch of Cboe Europe Derivatives, a pan-European derivatives platform in September 2021. The segment was subsequently updated to Europe and Asia Pacific to reflect the acquisition of Chi-X Asia Pacific in July 2021. Cboe Europe operates lit and dark books, a periodic auctions book, and a Large-in-Scale (“LIS”) trading negotiation facility for UK symbols. Cboe NL, launched in October 2019 and based in Amsterdam, operates similar business functionality to that offered by Cboe Europe, and provides for trading only in European Economic Area (“EEA”) symbols. The new Cboe Europe Derivatives venue offers futures and options based on Cboe Europe equity indices. This segment also includes Cboe Europe, Cboe NL, CEDX, Cboe Australia, and Cboe Japan revenue generated from the licensing of proprietary market data and from access and capacity services. Futures. The Futures segment includes transaction services provided by the Company’s fully electronic futures exchange, CFE, which includes offerings for trading of VIX futures and other futures products, the licensing of proprietary market data, as well as access and capacity services. Global FX. The Global FX segment includes institutional FX trading services that occur on the Cboe FX fully electronic trading platform, non-deliverable forward FX transactions (“NDFs”) offered for execution on Cboe SEF and Cboe Swiss, as well as revenue generated from the licensing of proprietary market data and from access and capacity services. General Factors Affecting Results of Operations In broad terms, our business performance is impacted by a number of drivers, including macroeconomic events affecting the risk and return of financial assets, investor sentiment, the regulatory environment for capital markets, geopolitical events, tax policies, central bank policies and changing technology, particularly in the financial services industry. We believe our future revenues and net income will continue to be influenced by a number of domestic and international economic trends, including: ​ [[GREPCENT_TABLE]] [["","\u25cf","trading volumes on our proprietary products such as VIX options and futures and SPX options;"]] [[/GREPCENT_TABLE]] [[GREPCENT_TABLE]] [["","\u25cf","trading volumes in listed equity securities, options, futures, and ETPs in North America, Europe, and Asia Pacific, clearing volumes in listed equity securities and ETPs in Europe, volumes in listed equity options, and volumes in institutional FX trading;"]] [[/GREPCENT_TABLE]] [[GREPCENT_TABLE]] [["","\u25cf","the demand for and pricing structure of the U.S. tape plan market data distributed by the Securities Information Processors (\u201cSIPs\u201d), which determines the pool size of the industry market data revenue we receive based on our market share;"]] [[/GREPCENT_TABLE]] [[GREPCENT_TABLE]] [["","\u25cf","consolidation and expansion of our customers and competitors in the industry;"]] [[/GREPCENT_TABLE]] 60 Table of Contents [[GREPCENT_TABLE]] [["","\u25cf","the demand for information about, or access to, our markets and products, which is dependent on the products we trade, our importance as a liquidity center, quality and integrity of our proprietary indices, and the quality and pricing of our data and access and capacity services;"]] [[/GREPCENT_TABLE]] [[GREPCENT_TABLE]] [["","\u25cf","continuing pressure in transaction fee pricing due to intense competition in the North American, European, and Asia Pacific markets;"]] [[/GREPCENT_TABLE]] [[GREPCENT_TABLE]] [["","\u25cf","significant fluctuations in foreign currency translation rates or weakened value of currencies; and"]] [[/GREPCENT_TABLE]] [[GREPCENT_TABLE]] [["","\u25cf","regulatory changes and obligations relating to market structure and increased capital requirements, and those which affect certain types of instruments, transactions, products, pricing structures, capital market participants or reporting or compliance requirements."]] [[/GREPCENT_TABLE]] A number of significant structural, political and monetary issues and the COVID-19 pandemic continue to confront the global economy, and instability could continue, resulting in an increased or subdued level of inflation, market volatility, supply chain constraints, changes in trading volumes and greater uncertainty. Inflationary increases in our expenses, such as compensation inflation, may have an adverse effect on our financial results. We continue to closely monitor developments around COVID-19 and follow guidance provided by governmental and public health agencies. In response to COVID-19, we have provided frequent communications to employees, customers, regulators, critical vendors, technology equipment suppliers, data and disaster recovery centers, and other service providers and instructed non-essential employees to work from home on a temporary basis, implemented travel restrictions, and temporarily suspended open outcry trading between March 13, 2020 and June 14, 2020, without any known significant disruptions to our business or control processes. We expect to continue to take further actions as necessary in response to addressing COVID-19. Our business and operations could be materially and adversely affected by the effects of COVID-19, however, the extent to which our results could be affected by COVID-19 largely depends on future developments which cannot be accurately predicted and are uncertain. Further, changes in trading behavior, additional suspensions of open outcry trading, market disruptions and other future developments caused by the effects of COVID-19 could impact trading volumes and the demand for our products, market data, and services, which could have a material adverse effect on our business, financial condition, operating results and cash flows for fiscal year 2021 and could be material during any future period impacted either directly or indirectly by this pandemic. Components of Revenues Transaction and Clearing Fees Transaction fees represent fees charged by the Company for the performance obligation of executing a trade on its markets. These fees can be variable based on trade volume tiered discounts; however, as all tiered discounts are calculated monthly, the actual discount is recorded on a monthly basis. Transaction fees are recognized across all segments. Clearing fees, which include settlement fees, are charged by the Company for transactions cleared and settled by EuroCCP. Clearing fees can be variable based on trade volume tiered discounts; however, as all tiered discounts are calculated monthly, the actual discount is recorded on a monthly basis. Clearing fees are recognized in the Europe and Asia Pacific segment. Transaction and clearing fees, as well as any tiered volume discounts, are calculated and billed monthly in accordance with the Company’s published fee schedules. Access and Capacity Fees Access and capacity fees represent fees assessed for the opportunity to trade, including fees for trading-related functionality across all segments, terminal and other equipment rights, maintenance services, trading floor space and telecommunications services. Facilities, systems services and other fees are generally monthly fee-based. These fees are billed monthly in accordance with the Company’s published fee schedules and recognized on a monthly basis when the performance obligation is met. All access and capacity fees associated with the trading floor are recognized in the Options segment. There is no remaining performance obligation after revenue is recognized. Market Data Fees Market data fees represent the fees from the U.S. tape plans and fees from customers for proprietary market data. Fees from the U.S. tape plans are collected monthly based on published fee schedules and distributed quarterly to the Exchanges based on a known formula using trading and/or quoting activity. A contract for proprietary market data is entered into and charged on a monthly basis in accordance with the Company’s published fee schedules as the service is provided. Both types of market data are satisfied over time, and revenue is recognized on a monthly basis as the customer receives and consumes the benefit as the Company provides the data. U.S. tape plan market data is 61 Table of Contents recognized in the North American Equities and Options segments. Proprietary market data fees are recognized across all segments. Regulatory Fees Regulatory fees primarily represent fees collected by the Company to cover the Section 31 fees charged to the Exchanges under the authority of the SEC (Cboe Options, C2, BZX, BYX, EDGX, and EDGA) and are charged by the SEC. Consistent with industry practice, the fees charged to customers are based on the fee set by the SEC per notional value of U.S. Equities exchange transactions and per round turn of Options transactions executed on the Company’s U.S. securities markets. These fees are calculated and billed monthly and are recognized in the North American Equities and Options segments. As the Exchanges are responsible for the ultimate payment to the SEC, the Exchanges are considered the principals in these transactions. Regulatory fees also include the options regulatory fee (“ORF”) which supports the Company’s regulatory oversight function in the Options segment, along with other miscellaneous regulatory fees, and neither can be used for non-regulatory purposes. The ORF and miscellaneous fees are recognized when the performance obligation is fulfilled. Other Revenue Other revenue primarily consists of revenue from various licensing agreements, interest income from clearing operations, all fees related to the trade reporting facility operated in the Europe and Asia Pacific segment, and listing fees. Components of Cost of Revenues Liquidity Payments Liquidity payments are directly correlated to the volume of securities traded on our markets. As stated above, we record the liquidity rebates paid to market participants providing liquidity, in the case of C2, BZX, EDGX, and Cboe Europe, as cost of revenue. BYX and EDGA offer a pricing model where we rebate liquidity takers for executing against an order resting on our book, which is also recorded as a cost of revenues. Routing and Clearing Various rules require that U.S. options and equities trade executions occur at the NBBO displayed by any exchange. Linkage order routing consists of the cost incurred to provide a service whereby Cboe equities and options exchanges deliver orders to other execution venues when there is a potential for obtaining a better execution price or when instructed to directly route an order to another venue by the order provider. The service affords exchange order flow providers an opportunity to obtain the best available execution price and may also result in cost benefits to those clients. Such an offering improves our competitive position and provides an opportunity to attract orders which would otherwise bypass our exchanges. We utilize third-party brokers or our broker-dealer, Cboe Trading, to facilitate such delivery. Also included within routing and clearing are the Order Management System and Execution Management System (“OMS” and “EMS”, respectively) fees incurred for U.S. Equities Off-Exchange order execution, as well as settlement costs incurred for the settlement process executed by EuroCCP. Section 31 Fees Exchanges under the authority of the SEC (Cboe Options, C2, BZX, BYX, EDGX, and EDGA) are assessed fees pursuant to the Exchange Act designed to recover the costs to the U.S. government of supervision and regulation of securities markets and securities professionals. We treat these fees as a pass-through charge to customers executing eligible listed equities and listed equity options trades. Accordingly, we recognize the amount that we are charged under Section 31 as a cost of revenues and the corresponding amount that we charge our customers as regulatory transaction fees revenue. Since the regulatory transaction fees recorded in revenues are equal to the Section 31 fees recorded in cost of revenues, there is no impact on our operating income. CFE, Cboe Europe, Cboe NL, BIDS, MATCHNow, Cboe FX, Cboe Australia and Cboe Japan are not U.S. national securities exchanges, and accordingly are not charged Section 31 fees. 62 Table of Contents Royalty Fees Royalty fees primarily consist of license fees paid by us for the use of underlying indices in our proprietary products usually based on contracts traded. The Company has licenses with the owners of the S&P 500 Index, S&P 100 Index and certain other S&P indices, FTSE Russell indices, the DJIA, MSCI, and certain other index products. This category also includes fees related to the dissemination of market data related to S&P indices and other products through Cboe Streaming Market Indices (“CSMI”). Other Cost of Revenues Other cost of revenues primarily consists of interest expense from clearing operations, electronic access permit fees and other miscellaneous costs associated with other revenue. Components of Operating Expenses Compensation and Benefits Compensation and benefits represent our largest expense category and tend to be driven by our staffing requirements, financial performance, and the general dynamics of the employment market. Stock-based compensation is a non-cash expense related to equity awards. Stock-based compensation can vary depending on the quantity and fair value of the award on the date of grant and the related service period. Depreciation and Amortization Depreciation and amortization expense results from the depreciation of long-lived assets purchased, the amortization of purchased and internally developed software, and the amortization of intangible assets. Technology Support Services Technology support services consists primarily of costs related to the maintenance of computer equipment supporting our system architecture, circuits supporting our wide area network, support for production software, operating system license and support fees, fees paid to information vendors for displaying data and off-site system hosting fees. Professional Fees and Outside Services Professional fees and outside services consist primarily of consulting services, which include supplemental staff activities primarily related to systems development and maintenance, legal, regulatory and audit, and tax advisory services. Travel and Promotional Expenses Travel and promotional expenses primarily consist of advertising, costs for special events, sponsorship of industry conferences, options education seminars and travel-related expenses. Facilities Costs Facilities costs primarily consist of expenses related to owned and leased properties including rent, maintenance, utilities, real estate taxes and telecommunications costs. Acquisition-Related Costs Acquisition-related costs relate to acquisitions and other strategic opportunities, including the Merger. The acquisition-related costs include fees for investment banking advisors, lawyers, accountants, tax advisors, public relations firms, severance and retention costs, impairment of goodwill, capitalized software and facilities, and other external costs directly related to the mergers and acquisitions. 63 Table of Contents Other Expenses Other expenses represent costs necessary to support our operations that are not already included in the above categories. Non-Operating (Expenses) Income Income and expenses incurred through activities outside of our core operations are considered non-operating and are classified as other (expense) income. These activities primarily include interest earned on the investing of excess cash, interest expense related to outstanding debt facilities, dividend income, income and unrealized gains and losses related to investments held in a trust for the Company’s non-qualified retirement and benefit plans, and equity earnings or losses from our investments in other business ventures. RESULTS OF OPERATIONS The following are summaries of changes in financial performance and include certain non-GAAP financial measures. Management uses these non-GAAP measures internally in conjunction with GAAP measures to help evaluate our performance and to help make financial and operational decisions. These non-GAAP financial measures assist management in comparing our performance on a consistent basis for purposes of business decision making by removing the impact of certain items management believes do not reflect our underlying operations. We believe our presentation of these measures provides investors with greater transparency into financial measures used by management and is useful to investors for period-to-period comparisons of our ongoing operating performance.   These non-GAAP financial measures are not presented in accordance with, or as an alternative to, GAAP financial measures and may be calculated differently from non-GAAP measures used by other companies, which reduces their usefulness as comparative measures. We encourage analysts, investors and other interested parties to use these non-GAAP measures as supplemental information to the GAAP financial measures included herein, including our consolidated financial statements, to enhance their analysis and understanding of our performance and in making comparisons. Please see the footnotes below for definitions, additional information, and reconciliations from the closest GAAP measure. ​ 64 Table of Contents Comparison of Years Ended December 31, 2021 and 2020 Overview The following summarizes changes in financial performance for the year ended December 31, 2021, compared to the year ended December 31, 2020: ​ [[GREPCENT_TABLE]] [["(1)","These are Non-GAAP figures for which reconciliations are provided below (in millions, except percentages, earnings per share, and as noted below)."]] [[/GREPCENT_TABLE]] [[GREPCENT_TABLE]] [["\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b"],["\u200b","\u200b","Year Ended","","\u200b","\u200b","","\u200b"],["\u200b","\u200b","December 31,","\u200b","Increase/","\u200b","Percent"],["\u200b","","2021","","2020","","(Decrease)","","Change"],["Total revenues","\u200b","$","3,494.8","\u200b","$","3,427.1","\u200b","$","67.7","\u200b","2","%"],["Total cost of revenues","","\u200b","2,018.7","","\u200b","2,172.8","","\u200b","(154.1)","","(7)","%"],["Revenues less cost of revenues","","\u200b","1,476.1","","\u200b","1,254.3","","\u200b","221.8","","18","%"],["Total operating expenses","","\u200b","670.2","","\u200b","592.1","","\u200b","78.1","","13","%"],["Operating income","","\u200b","805.9","","\u200b","662.2","","\u200b","143.7","","22","%"],["Income before income tax provision","","\u200b","756.1","","\u200b","660.4","","\u200b","95.7","","14","%"],["Income tax provision","","\u200b","227.1","","\u200b","192.2","","\u200b","34.9","","18","%"],["Net income","\u200b","$","529.0","\u200b","$","468.2","\u200b","$","60.8","","13","%"],["Basic earnings per share","\u200b","$","4.93","\u200b","$","4.28","\u200b","$","0.65","\u200b","15","%"],["Diluted earnings per share","\u200b","\u200b","4.92","\u200b","\u200b","4.27","\u200b","\u200b","0.65","\u200b","15","%"],["Organic net revenue (1)","\u200b","$","1,393.3","\u200b","$","1,254.3","\u200b","$","139.0","\u200b","11","%"],["EBITDA (2)","\u200b","$","969.2","\u200b","$","855.3","\u200b","$","113.9","","13","%"],["EBITDA margin (3)","\u200b","","65.7","%","","68.2","%","","(2.5)","%","","*"],["Adjusted EBITDA (2)","\u200b","$","987.1","\u200b","$","874.6","\u200b","$","112.5","","13","%"],["Adjusted EBITDA margin (4)","\u200b","","66.9","%","","69.7","%","","(2.8)","%","","*"],["Adjusted earnings (5)","\u200b","$","648.8","\u200b","$","576.5","\u200b","$","72.3","","13","%"],["Adjusted earnings margin (5)","\u200b","\u200b","44.0","%","\u200b","46.0","%","\u200b","(2.0)","%","\u200b","*"],["Diluted weighted average shares outstanding","\u200b","\u200b","107.2","\u200b","\u200b","109.3","\u200b","\u200b","(2.1)","\u200b","(2)","%"],["Adjusted Diluted earnings per share (6)","\u200b","$","6.05","\u200b","$","5.27","\u200b","$","0.78","","15","%"]] [[/GREPCENT_TABLE]] * Not meaningful 65 Table of Contents [[GREPCENT_TABLE]] [["(1)","Organic net revenue is defined as revenues less cost of revenues excluding revenues less cost of revenues of any acquisition that has been owned for less than one year. Revenues from acquisitions that have been owned at least one year are considered organic and are no longer excluded from organic net revenue from either period for comparative purposes. Organic net revenue does not represent, and should not be considered as, an alternative to revenues less cost of revenues, or net revenue, as determined in accordance with GAAP. We have presented organic net revenue because we consider it an important supplemental measure of our performance and we use it as the basis for monitoring our operating financial performance before the effects of acquisitions. We also believe that it is frequently used by analysts, investors and other interested parties in the evaluation of companies. We believe that investors may find this non-GAAP measure useful in evaluating our performance compared to that of peer companies in our industry. Other companies may calculate organic net revenue differently than we do. Organic net revenue has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our results as reported under GAAP."]] [[/GREPCENT_TABLE]] [[GREPCENT_TABLE]] [["\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b"],["\u200b","Year Ended"],["\u200b","December 31,"],["\u200b","2021","\u200b","2020","\u200b"],["Revenues less cost of revenues","$","1,476.1","\u200b","$","1,254.3","\u200b"],["Recent acquisitions:","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b"],["Acquisition revenues less cost of revenues","$","(82.8)","\u200b","$","\u2014","\u200b"],["Organic net revenue","$","1,393.3","\u200b","$","1,254.3","\u200b"]] [[/GREPCENT_TABLE]] ​ [[GREPCENT_TABLE]] [["(2)","EBITDA is defined as income before interest, income taxes, depreciation and amortization. Adjusted EBITDA is defined as EBITDA before acquisition-related costs, provision for notes receivable, bargain purchase gain, impairment of investment, and change in contingent consideration. EBITDA and adjusted EBITDA do not represent, and should not be considered as, alternatives to net income as determined in accordance with GAAP. We have presented EBITDA and adjusted EBITDA because we consider them important supplemental measures of our performance and believe that they are frequently used by analysts, investors and other interested parties in the evaluation of companies. In addition, we use adjusted EBITDA as a measure of operating performance for preparation of our forecasts and evaluating our leverage ratio for the debt to earnings covenant included in our outstanding credit facility. Other companies may calculate EBITDA and adjusted EBITDA differently than we do. EBITDA and adjusted EBITDA have limitations as analytical tools, and you should not consider them in isolation or as substitutes for analysis of our results as reported under GAAP."]] [[/GREPCENT_TABLE]] [[GREPCENT_TABLE]] [["(3)","EBITDA margin represents EBITDA divided by revenues less cost of revenues."]] [[/GREPCENT_TABLE]] [[GREPCENT_TABLE]] [["(4)","Adjusted EBITDA margin represents adjusted EBITDA divided by revenues less cost of revenues."]] [[/GREPCENT_TABLE]] [[GREPCENT_TABLE]] [["(5)","Adjusted earnings is defined as net income adjusted for amortization of purchased intangibles, acquisition-related costs, provision for notes receivable, bargain purchase gain, impairment of investment, change in contingent consideration, release of tax reserves, deferred tax re-measurements, and net income allocated to participating securities, net of the income tax effects of these adjustments. Adjusted earnings does not represent, and should not be considered as, an alternative to net income, as determined in accordance with GAAP. We have presented adjusted earnings because we consider it an important supplemental measure of our performance and we use it as the basis for monitoring our own core operating financial performance relative to other operators of exchanges. We also believe that it is frequently used by analysts, investors and other interested parties in the evaluation of companies. We believe that investors may find this non-GAAP measure useful in evaluating our performance compared to that of peer companies in our industry. Other companies may calculate adjusted earnings differently than we do. Adjusted earnings has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our results as reported under GAAP."]] [[/GREPCENT_TABLE]] [[GREPCENT_TABLE]] [["(6)","Adjusted diluted earnings per share represents adjusted earnings divided by diluted weighted average shares outstanding."]] [[/GREPCENT_TABLE]] 66 Table of Contents The following is a reconciliation of net income (loss) allocated to common stockholders to EBITDA and adjusted EBITDA (in millions): [[GREPCENT_TABLE]] [["\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b"],["\u200b","\u200b","Year Ended December 31,"],["\u200b","\u200b","2021"],["\u200b","","Options","","North American Equities","","Europe and Asia Pacific","","Futures","","Global FX","","Corporate","","Total"],["Net income (loss) allocated to common stockholders","\u200b","$","364.7","\u200b","$","133.5","\u200b","$","18.6","\u200b","$","34.9","\u200b","$","2.6","\u200b","$","(27.0)","\u200b","$","527.3"],["Interest expense, net","\u200b","","\u2014","\u200b","","\u2014","\u200b","","12.4","\u200b","","\u2014","\u200b","","\u2014","\u200b","","35.0","\u200b","","47.4"],["Income tax provision (benefit)","\u200b","","171.3","\u200b","","22.1","\u200b","","26.5","\u200b","","30.9","\u200b","","\u2014","\u200b","","(23.7)","\u200b","","227.1"],["Depreciation and amortization","\u200b","","29.4","\u200b","","75.7","\u200b","","35.1","\u200b","","2.9","\u200b","","24.3","\u200b","","\u2014","\u200b","","167.4"],["EBITDA","\u200b","","565.4","\u200b","","231.3","\u200b","","92.6","\u200b","","68.7","\u200b","","26.9","\u200b","","(15.7)","\u200b","","969.2"],["Acquisition-related costs","\u200b","","0.3","\u200b","","2.8","\u200b","","1.4","\u200b","","\u2014","\u200b","","\u2014","\u200b","","11.1","\u200b","","15.6"],["Impairment of investment","\u200b","\u200b","\u2014","\u200b","\u200b","\u2014","\u200b","\u200b","\u2014","\u200b","\u200b","\u2014","\u200b","\u200b","\u2014","\u200b","\u200b","5.0","\u200b","\u200b","5.0"],["Change in contingent consideration","\u200b","\u200b","\u2014","\u200b","\u200b","(2.7)","\u200b","\u200b","\u2014","\u200b","\u200b","\u2014","\u200b","\u200b","\u2014","\u200b","\u200b","\u2014","\u200b","\u200b","(2.7)"],["Adjusted EBITDA","\u200b","$","565.7","\u200b","$","231.4","\u200b","$","94.0","\u200b","$","68.7","\u200b","$","26.9","\u200b","$","0.4","\u200b","$","987.1"],["\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b"],["\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b"],["\u200b","\u200b","Year Ended December 31,"],["\u200b","\u200b","2020"],["\u200b","\u200b","Options","","North American Equities","\u200b","Europe and Asia Pacific","\u200b","Futures","\u200b","Global FX","\u200b","Corporate","\u200b","Total"],["Net income (loss) allocated to common stockholders","\u200b","$","278.6","\u200b","$","132.0","\u200b","$","46.7","\u200b","$","25.4","\u200b","$","5.8","\u200b","$","(21.5)","\u200b","$","467.0"],["Interest expense, net","\u200b","","\u2014","\u200b","","\u2014","\u200b","","6.9","\u200b","","\u2014","\u200b","","\u2014","\u200b","","30.7","\u200b","","37.6"],["Income tax provision (benefit)","\u200b","","151.8","\u200b","","27.3","\u200b","","12.4","\u200b","","28.3","\u200b","","\u2014","\u200b","","(27.6)","\u200b","","192.2"],["Depreciation and amortization","\u200b","","30.9","\u200b","","68.7","\u200b","","29.1","\u200b","","3.2","\u200b","","26.6","\u200b","","\u2014","\u200b","","158.5"],["EBITDA","\u200b","","461.3","\u200b","","228.0","\u200b","","95.1","\u200b","","56.9","\u200b","","32.4","\u200b","","(18.4)","\u200b","","855.3"],["Acquisition-related costs","\u200b","","12.9","\u200b","","15.1","\u200b","","\u2014","\u200b","","\u2014","\u200b","","\u2014","\u200b","","17.2","\u200b","","45.2"],["Provision for notes receivable","\u200b","\u200b","1.7","\u200b","\u200b","5.0","\u200b","\u200b","\u2014","\u200b","\u200b","\u2014","\u200b","\u200b","\u2014","\u200b","\u200b","\u2014","\u200b","\u200b","6.7"],["Bargain purchase gain","\u200b","\u200b","\u2014","\u200b","\u200b","\u2014","\u200b","\u200b","(32.0)","\u200b","\u200b","\u2014","\u200b","\u200b","\u2014","\u200b","\u200b","(0.6)","\u200b","\u200b","(32.6)"],["Adjusted EBITDA","\u200b","$","475.9","\u200b","$","248.1","\u200b","$","63.1","\u200b","$","56.9","\u200b","$","32.4","\u200b","$","(1.8)","\u200b","$","874.6"]] [[/GREPCENT_TABLE]] ​ The following is a reconciliation of net income allocated to common stockholders to adjusted earnings (in millions): [[GREPCENT_TABLE]] [["\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b"],["\u200b","\u200b","Year Ended December 31,"],["\u200b","","2021","","2020"],["Net income allocated to common stockholders","\u200b","$","527.3","\u200b","$","467.0"],["Amortization","\u200b","","126.6","\u200b","","124.7"],["Acquisition-related costs","\u200b","","15.6","\u200b","","45.2"],["Provision for notes receivable","\u200b","","\u2014","\u200b","","6.7"],["Bargain purchase gain","\u200b","\u200b","\u2014","\u200b","\u200b","(32.6)"],["Impairment of investment","\u200b","\u200b","5.0","\u200b","\u200b","\u2014"],["Change in contingent consideration","\u200b","\u200b","(2.7)","\u200b","\u200b","\u2014"],["Tax effect of adjustments","\u200b","","(31.8)","\u200b","","(38.0)"],["Release of tax reserves","\u200b","\u200b","(5.4)","\u200b","\u200b","\u2014"],["Deferred tax re-measurements","\u200b","\u200b","14.6","\u200b","\u200b","4.1"],["Net income allocated to participating securities","\u200b","\u200b","(0.4)","\u200b","\u200b","(0.6)"],["Adjusted earnings","\u200b","$","648.8","\u200b","$","576.5"]] [[/GREPCENT_TABLE]] ​ ​ 67 Table of Contents The following summarizes changes in certain operational and financial metrics for the year ended December 31, 2021 compared to the year ended December 31, 2020: ​ ​ 68 Table of Contents The following table includes operational and financial metrics for our Options, North American Equities, Europe and Asia Pacific, Futures, and Global FX segments. The metrics listed for Canadian Equities, EuroCCP, BIDS Trading, Australian Equities, and Japanese Equities in the table below are included as a result of acquisitions completed during 2020 and 2021. Therefore, the table does not include results from the periods preceding each acquisition for the applicable metrics. The following summarizes changes in certain operational and financial metrics for the year ended December 31, 2021, compared to the year ended December 31, 2020. [[GREPCENT_TABLE]] [["\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b"],["\u200b","\u200b","Year Ended","","\u200b","\u200b","","\u200b","\u200b"],["\u200b","\u200b","December 31,","\u200b","Increase/","\u200b","Percent","\u200b"],["\u200b","","2021","","2020","","(Decrease)","","Change","\u200b"],["\u200b","\u200b","(in millions, except percentages, trading days, and as noted below)","\u200b"],["Options:","\u200b","","","\u200b","","","\u200b","","","","","\u200b"],["Average daily volume (ADV) (in millions of contracts):","\u200b","","","\u200b","","","\u200b","","","","","\u200b"],["Market ADV","\u200b","\u200b","39.2","\u200b","\u200b","29.5","\u200b","\u200b","9.7","\u200b","33","%"],["Total touched contracts (1)","\u200b","","12.1","\u200b","\u200b","10.1","\u200b","\u200b","2.0","","20","%"],["Index contract ADV","\u200b","","2.0","\u200b","\u200b","1.8","\u200b","\u200b","0.2","","11","%"],["Multi-Listed contract ADV","\u200b","\u200b","10.1","\u200b","\u200b","8.3","\u200b","\u200b","1.8","\u200b","22","%"],["Number of trading days","\u200b","\u200b","252","\u200b","\u200b","253","\u200b","\u200b","(1)","","(0)","%"],["Total Options revenue per contract (RPC) (2)","\u200b","$","0.192","\u200b","$","0.193","\u200b","$","(0.001)","","(1)","%"],["Multi-Listed Options RPC (2)","\u200b","\u200b","0.067","\u200b","\u200b","0.057","\u200b","\u200b","0.010","","18","%"],["Index Options RPC (2)","\u200b","\u200b","0.832","\u200b","\u200b","0.819","\u200b","\u200b","0.013","","2","%"],["Total Options Market Share","\u200b","\u200b","30.8","%","\u200b","34.3","%","\u200b","(3.5)","%","\u200b","*"],["Multi-Listed Options Market Share","\u200b","\u200b","27.1","%","\u200b","30.0","%","\u200b","(2.9)","%","\u200b","*"],["Index Options Market Share","\u200b","\u200b","98.7","%","\u200b","99.2","%","\u200b","(0.5)","%","\u200b","*"],["North American Equities:","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b"],["U.S. Equities:","\u200b","","","\u200b","","\u200b","\u200b","","","\u200b","","\u200b"],["U.S. Equities - Exchange:","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b"],["ADV:","\u200b","","","\u200b","","\u200b","\u200b","","","\u200b","","\u200b"],["Total touched shares (in billions) (1)","\u200b","","1.7","\u200b","","1.8","\u200b","","(0.1)","","(6)","%"],["Market ADV (in billions)","\u200b","","11.4","\u200b","","10.9","\u200b","","0.5","","5","%"],["Market share","\u200b","\u200b","14.2","%","\u200b","15.8","%","\u200b","(1.6)","%","\u200b","*"],["U.S. Equities (net capture per one hundred touched shares) (3)","\u200b","$","0.020","\u200b","$","0.021","\u200b","$","(0.001)","","(5)","%"],["U.S. ETPs: launches (number of launches)","\u200b","","117","\u200b","","114","\u200b","","3","","3","%"],["U.S. ETPs: listings (number of listings)","\u200b","","539","\u200b","","437","\u200b","","102","","23","%"],["U.S. Equities - Off-Exchange (3):","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b"],["ADV:","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b"],["Total touched shares (in millions) (1)","\u200b","\u200b","83.0","\u200b","\u200b","\u2014","\u200b","\u200b","83","\u200b","\u2014","%"],["U.S. Equities - Off-Exchange (net capture per one hundred touched shares) (5)","\u200b","$","0.120","\u200b","$","\u2014","\u200b","$","0.120","\u200b","\u2014","%"],["Trading days","\u200b","\u200b","252","\u200b","\u200b","253","\u200b","\u200b","(1)","\u200b","\u2014","%"],["Canadian Equities:","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b"],["ADV (matched shares, in millions) (6)","\u200b","\u200b","49.4","\u200b","\u200b","43.1","\u200b","\u200b","6.3","\u200b","15","%"],["Trading days","\u200b","\u200b","251","\u200b","\u200b","104","\u200b","\u200b","147","\u200b","141","%"],["Net capture (per 10,000 touched shares, in Canadian dollars) (7)","\u200b","\u200b","7.822","\u200b","\u200b","8.264","\u200b","\u200b","(0.442)","\u200b","(5)","%"],["Europe and Asia Pacific:","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b"],["European Equities:","\u200b","","","\u200b","","\u200b","\u200b","","","\u200b","","\u200b"],["ADNV:","\u200b","","\u200b","\u200b","","\u200b","\u200b","","","\u200b","","\u200b"],["Matched ADNV (in billions) (8)","\u200b","\u20ac","7.7","\u200b","\u20ac","6.9","\u200b","\u20ac","0.8","","12","%"],["Market ADNV (in billions)","\u200b","\u200b","42.6","\u200b","\u200b","40.1","\u200b","\u200b","2.5","","6","%"],["Trading days","\u200b","","258","\u200b","","258","\u200b","\u200b","\u2014","","\u2014","%"],["Market share","\u200b","\u200b","18.1","%","\u200b","17.2","%","\u200b","0.9","%","\u200b","*"],["Net capture (per matched notional value in basis points) (9)","\u200b","\u200b","0.267","\u200b","\u200b","0.249","\u200b","\u200b","0.018","","7","%"],["EuroCCP:","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b"],["Trades cleared (10)","\u200b","\u200b","1,244.2","\u200b","\u200b","545.5","\u200b","\u200b","698.7","\u200b","128","%"],["Fee per trade cleared (11)","\u200b","\u20ac","0.011","\u200b","\u20ac","0.011","\u200b","\u20ac","\u2014","\u200b","\u2014","%"],["Net settlement volume (12)","\u200b","\u200b","9.9","\u200b","\u200b","4.1","\u200b","\u200b","5.8","\u200b","141","%"],["Net fee per settlement (13)","\u200b","\u20ac","0.871","\u200b","\u20ac","0.811","\u200b","\u20ac","0.060","\u200b","7","%"],["Australian Equities:","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b"],["ADNV (AUD billions)","\u200b","$","0.8","\u200b","$","\u2014","\u200b","$","0.8","\u200b","\u2014","%"],["Trading days","\u200b","\u200b","130","\u200b","\u200b","\u2014","\u200b","\u200b","130","\u200b","\u2014","%"],["Market share - Continuous","\u200b","\u200b","15.9","%","\u200b","\u2014","%","\u200b","15.9","%","\u200b","*"],["Net capture (per matched notional value in basis points) (14)","\u200b","\u200b","0.172","\u200b","\u200b","\u2014","\u200b","\u200b","0.172","\u200b","\u2014","%"],["Japanese Equities:","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b"],["ADNV (JPY billions)","\u200b","\u00a5","100.1","\u200b","\u00a5","\u2014","\u200b","\u00a5","100.1","\u200b","\u2014","%"],["Trading days","\u200b","\u200b","123","\u200b","\u200b","\u2014","\u200b","\u200b","123","\u200b","\u2014","%"],["Market share - Lit Continuous","\u200b","\u200b","2.7","%","\u200b","\u2014","%","\u200b","2.7","%","\u200b","*"],["Net capture (per matched notional value in basis points) (15)","\u200b","\u200b","0.361","\u200b","\u200b","\u2014","\u200b","\u200b","0.361","\u200b","\u2014","%"],["Futures:","\u200b","","\u200b","\u200b","","\u200b","\u200b","","\u200b","\u200b","\u200b","\u200b"],["ADV (in thousands)","\u200b","\u200b","230.4","\u200b","\u200b","200.6","\u200b","\u200b","29.8","\u200b","15","%"],["Trading days","\u200b","\u200b","252","\u200b","\u200b","253","\u200b","\u200b","(1)","\u200b","(0)","%"],["Revenue per contract","\u200b","$","1.641","\u200b","$","1.665","\u200b","$","(0.024)","\u200b","(1)","%"],["Global FX:","\u200b","","\u200b","\u200b","","\u200b","\u200b","","","\u200b","","\u200b"],["ADNV (in billions)","\u200b","$","33.9","\u200b","$","34.7","\u200b","$","(0.8)","","(2)","%"],["Trading days","\u200b","","260","\u200b","","260","\u200b","\u200b","\u2014","","\u2014","%"],["Global FX (net capture per one million dollars traded) (16)","\u200b","\u200b","2.73","\u200b","\u200b","2.70","\u200b","\u200b","0.03","","1","%"],["\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b"],["Average British pound/U.S. dollar exchange rate","\u200b","$","1.375","\u200b","$","1.283","\u200b","$","0.092","","7","%"],["Average Canadian dollar/U.S. dollar exchange rate","\u200b","$","0.798","\u200b","$","0.746","\u200b","$","0.052","\u200b","7","%"],["Average Euro/U.S. dollar exchange rate","\u200b","$","1.183","\u200b","$","1.141","\u200b","$","0.042","\u200b","4","%"],["Average Euro/British pound exchange rate","\u200b","\u00a3","0.860","\u200b","\u00a3","0.889","\u200b","\u00a3","(0.029)","\u200b","(3)","%"],["Average Australian dollar/U.S. dollar exchange rate","\u200b","$","0.726","\u200b","$","\u2014","\u200b","$","0.726","\u200b","\u2014","%"],["Average Japanese Yen/U.S. dollar exchange rate","\u200b","$","0.009","\u200b","$","\u2014","\u200b","$","0.009","","\u2014","%"]] [[/GREPCENT_TABLE]] * Not meaningful ​ 69 Table of Contents [[GREPCENT_TABLE]] [["(1)","Touched volume represents the total number of shares of equity securities and ETFs internally matched on our exchanges or routed to and executed on an external market center."]] [[/GREPCENT_TABLE]] [[GREPCENT_TABLE]] [["(2)","Average revenue per contract, for options and futures represents total net transaction fees recognized for the period divided by total contracts traded during the period."]] [[/GREPCENT_TABLE]] [[GREPCENT_TABLE]] [["(3)","Net capture per one hundred touched shares refers to transaction fees less liquidity payments and routing and clearing costs divided by the product of one-hundredth ADV of touched shares on BZX, BYX, EDGX, and EDGA and the number of trading days."]] [[/GREPCENT_TABLE]] [[GREPCENT_TABLE]] [["(4)","U.S. Equities \u2013 Off-Exchange data reflects Cboe\u2019s acquisition of BIDS Trading, effective December 31, 2020."]] [[/GREPCENT_TABLE]] [[GREPCENT_TABLE]] [["(5)","Net capture per 100 touched shares refers to transaction fees less order and execution management system (OMS/EMS) fees and clearing costs divided by the product of one-hundredth ADV of touched shares on BIDS Trading and the number of trading days for the period."]] [[/GREPCENT_TABLE]] [[GREPCENT_TABLE]] [["(6)","Matched volume represents the total number of shares of equity securities and ETFs activity executed on our exchanges."]] [[/GREPCENT_TABLE]] [[GREPCENT_TABLE]] [["(7)","Net capture per 10,000 touched shares refers to transaction fees divided by the product of one-ten thousandth ADV of shares for MATCHNow and the number of trading days."]] [[/GREPCENT_TABLE]] [[GREPCENT_TABLE]] [["(8)","Matched ADNV represents the average daily notional value of shares or contracts executed on our exchanges."]] [[/GREPCENT_TABLE]] [[GREPCENT_TABLE]] [["(9)","Net capture per matched notional value refers to transaction fees less liquidity payments in British pounds divided by the product of ADNV in British pounds of shares matched on Cboe Europe Equities and Derivatives and the number of trading days."]] [[/GREPCENT_TABLE]] [[GREPCENT_TABLE]] [["(10)","Trades cleared refers to the total number of non-interoperable trades cleared."]] [[/GREPCENT_TABLE]] [[GREPCENT_TABLE]] [["(11)","Fee per trade cleared refers to clearing fees divided by number of non-interoperable trades cleared."]] [[/GREPCENT_TABLE]] [[GREPCENT_TABLE]] [["(12)","Net settlement volume refers to the total number of settlements executed after netting."]] [[/GREPCENT_TABLE]] [[GREPCENT_TABLE]] [["(13)","Net fee per settlement refers to settlement fees less direct costs incurred to settle divided by the number of settlements executed after netting."]] [[/GREPCENT_TABLE]] [[GREPCENT_TABLE]] [["(14)","Net capture per matched notional value refers to transaction fees less liquidity payments in Australian dollars divided by the product of ADNV in Australian dollars of shares matched on Cboe Australia and the number of Australian Equities trading days."]] [[/GREPCENT_TABLE]] [[GREPCENT_TABLE]] [["(15)","Net capture per matched notional value refers to transaction fees less liquidity payments in Japanese Yen divided by the product of ADNV in Japanese Yen of shares matched on Cboe Japan and the number of Japanese Equities trading days."]] [[/GREPCENT_TABLE]] [[GREPCENT_TABLE]] [["(16)","Net capture per one million dollars traded refers to net transaction fees less liquidity payments, if any, divided by the Spot and SEF products of one-thousandth of ADNV traded on the Cboe FX Markets and the number of trading days, divided by two, which represents the buyer and seller that are both charged on the transaction."]] [[/GREPCENT_TABLE]] ​ 70 Table of Contents Revenues Total revenues for the year ended December 31, 2021 increased $67.7 million, or 2%, compared to the prior period primarily due to a $275.1 million, or 11%, increase in transaction and clearing fees as a result of increased volumes traded on the Options exchanges and additional revenues attributable to acquisitions made in 2020 and 2021, partially offset by a decrease in regulatory fees as a result of a decline in the Section 31 fee rate. The following summarizes changes in revenues for the year ended December 31, 2021 compared to the year ended December 31, 2020 (in millions, except percentages): [[GREPCENT_TABLE]] [["\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b"],["\u200b","\u200b","Year Ended","\u200b","\u200b","\u200b","\u200b","\u200b"],["\u200b","\u200b","December 31,","\u200b","Increase/","\u200b","Percent"],["\u200b","","2021","","2020","","(Decrease)","","Change"],["Transaction and clearing fees","\u200b","$","2,693.1","\u200b","$","2,418.0","\u200b","$","275.1","\u200b","11","%"],["Access and capacity fees","\u200b","","280.7","\u200b","","236.7","\u200b","","44.0","\u200b","19","%"],["Market data fees","\u200b","\u200b","252.1","\u200b","\u200b","232.0","\u200b","\u200b","20.1","\u200b","9","%"],["Regulatory fees","\u200b","\u200b","208.3","\u200b","\u200b","500.2","\u200b","\u200b","(291.9)","\u200b","(58)","%"],["Other revenue","\u200b","\u200b","60.6","\u200b","\u200b","40.2","\u200b","\u200b","20.4","\u200b","51","%"],["Total revenues","\u200b","$","3,494.8","\u200b","$","3,427.1","\u200b","$","67.7","\u200b","2","%"]] [[/GREPCENT_TABLE]] ​ Transaction and Clearing Fees Transaction and clearing fees increased for the year ended December 31, 2021 compared to the same period in 2020 primarily due to a 33% increase in overall options market ADV, including a 22% increase in multi-listed options ADV, additional transaction and clearing fees attributed to EuroCCP and BIDS, which the Company acquired in the third quarter of 2020 and the end of the fourth quarter of 2020, respectively, and a 12% increase in European Equities matched ADNV. Access and Capacity Fees Access and capacity fees increased for the year ended December 31, 2021 compared to the same period in 2020 primarily due to increases in subscribers which results in an increase in logical port revenue across the Options, Europe and Asia Pacific, and North American Equities segments, coupled with an increase in physical port revenue in the North American Equities and Options segments. Market Data Fees Market data fees increased for the year ended December 31, 2021 compared to the same period in 2020 primarily due to an increase in subscribers and additional revenue attributed to Chi-X Asia Pacific, which the Company acquired in the third quarter of 2021. Regulatory Fees Regulatory fees decreased for the year ended December 31, 2021 compared to the same period in 2020 primarily due to a decrease in Section 31 fees as the result of a 64% decline in the Section 31 fee rate, from an average rate of $21.90 per million dollars of covered sales in 2020 to an average rate of $7.80 per million dollars of covered sales in 2021. Other Revenue Other revenue increased for the year ended December 31, 2021 compared to the same period in 2020 primarily due to additional interest income from EuroCCP, as well as an increase in trade reporting revenue within the Europe and Asia Pacific segment. ​ 71 Table of Contents Cost of Revenues Cost of revenues decreased for the year ended December 31, 2021 compared to the same period in 2020 primarily due to lower Section 31 fees as a result of a decline in the Section 31 fee rate, partially offset by higher liquidity payments as a result of increased volumes traded on the Options exchanges. The following summarizes changes in cost of revenues for the year ended December 31, 2021 compared to the year ended December 31, 2020 (in millions, except percentages): ​ [[GREPCENT_TABLE]] [["\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b"],["\u200b","\u200b","Year Ended","\u200b","\u200b","\u200b","\u200b","\u200b"],["\u200b","\u200b","December 31,","\u200b","Increase/","\u200b","Percent"],["\u200b","","2021","","2020","","(Decrease)","","Change"],["Liquidity payments","\u200b","$","1,650.7","\u200b","$","1,554.1","\u200b","$","96.6","\u200b","6","%"],["Routing and clearing","\u200b","","87.8","\u200b","","70.4","\u200b","","17.4","\u200b","25","%"],["Section 31 fees","\u200b","\u200b","179.6","\u200b","\u200b","465.0","\u200b","\u200b","(285.4)","\u200b","(61)","%"],["Royalty fees","\u200b","\u200b","86.3","\u200b","\u200b","83.4","\u200b","\u200b","2.9","\u200b","3","%"],["Other","\u200b","","14.3","\u200b","","(0.1)","\u200b","","14.4","\u200b","\u200b","*"],["Total","\u200b","$","2,018.7","\u200b","$","2,172.8","\u200b","$","(154.1)","\u200b","(7)","%"]] [[/GREPCENT_TABLE]] *  Not meaningful ​ Liquidity Payments Liquidity payments increased for the year ended December 31, 2021 compared to the same period in 2020 primarily due to an increase in volumes traded on the Options exchanges. Routing and Clearing The increase in routing and clearing fees for the year ended December 31, 2021 compared to the same period in 2020 was primarily due to an increase in routing and clearing fees attributed to EuroCCP and BIDS, partially offset by a decrease in routed shares on the U.S. Equities exchanges. Section 31 Fees Section 31 fees decreased for the year ended December 31, 2021 compared to the same period in 2020 primarily due to a 64% decline in the Section 31 fee rate, from an average rate of $21.90 per million dollars of covered sales in 2020 to an average rate of $7.80 per million dollars of covered sales in 2021. Royalty Fees Royalty fees increased for the year ended December 31, 2021 compared to the same period in 2020 primarily due to an increase in trading volume in licensed products and increased fees related to the dissemination of market data through CSMI, partially offset by a decline in fees from PULSe, which was decommissioned in the fourth quarter of 2020. Other Cost of Revenues Other cost of revenue increased for the year ended December 31, 2021 compared to the same period in 2020 primarily due to additional interest expense from EuroCCP. Revenues Less Cost of Revenues Revenues less cost of revenues increased $221.8 million, or 18%, for the year ended December 31, 2021 compared to the same period in 2020 primarily due to a $161.1 million, or 20%, increase in transaction and clearing fees less liquidity payments and routing and clearing costs, coupled with increases in access and capacity fees and market data fees. ​ 72 Table of Contents The following summarizes the components of revenues less cost of revenues for the year ended December 31, 2021, presented as a percentage of revenues less cost of revenues and compared to the year ended December 31, 2020 (in millions, except percentages): [[GREPCENT_TABLE]] [["\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b"],["\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","Percentage of"],["\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","Revenues Less"],["\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","Cost of"],["\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","Revenues"],["\u200b","\u200b","Year Ended","\u200b","\u200b","\u200b","Year Ended"],["\u200b","\u200b","December 31,","\u200b","Percent","\u200b","December 31,"],["\u200b","","2021","","2020","","Change","","2021","","2020","\u200b"],["Transaction and clearing fees less liquidity payments and routing and clearing costs","\u200b","$","954.6","\u200b","$","793.5","\u200b","20","%","65","%","63","%"],["Access and capacity fees","\u200b","","280.7","\u200b","","236.7","\u200b","19","%","19","%","19","%"],["Market data fees","\u200b","\u200b","252.1","\u200b","\u200b","232.0","\u200b","9","%","17","%","18","%"],["Regulatory fees, less Section 31 fees","\u200b","\u200b","28.7","\u200b","\u200b","35.2","\u200b","(18)","%","2","%","3","%"],["Royalty fees","\u200b","\u200b","(86.3)","\u200b","\u200b","(83.4)","\u200b","(3)","%","(6)","%","(7)","%"],["Other","\u200b","\u200b","46.3","\u200b","\u200b","40.3","\u200b","15","%","3","%","3","%"],["Revenues less cost of revenues","\u200b","$","1,476.1","\u200b","$","1,254.3","\u200b","18","%","100","%","100","%"]] [[/GREPCENT_TABLE]] ​ Transaction and Clearing Fees Less Liquidity Payments and Routing and Clearing Costs Transaction and clearing fees less liquidity payments and routing and clearing costs (“Net Transaction and Clearing Fees”) increased for the year ended December 31, 2021 compared to the same period in 2020 primarily due to a 33% increase in overall options market ADV, additional net transaction and clearing fees attributed to BIDS and EuroCCP, and a 12% increase in European Equities matched ADNV, partially offset by a 5% decrease in net capture on the U.S. Equities exchanges. Access and Capacity Fees Access and capacity fees increased for the year ended December 31, 2021 compared to the same period in 2020 primarily due to an increase in logical port revenue across the Options, Europe and Asia Pacific, and North American Equities segments, coupled with an increase in physical port revenue in the North American Equities and Options segments. Market Data Fees Market data fees increased for the year ended December 31, 2021 compared to the same period in 2020 primarily due to an increase in subscribers and additional revenue attributed to Chi-X Asia Pacific. Regulatory Fees, Less Section 31 Fees Regulatory fees, less Section 31 fees, decreased for the year ended December 31, 2021 compared to the same period in 2020 primarily due to a decline in the ORF rate effective August 2, 2021, coupled with a decrease in fines and assessment fees. Royalty Fees Royalty fees increased for the year ended December 31, 2021 compared to the same period in 2020 primarily due to an increase in trading volume in licensed products and increased fees related to the dissemination of market data through CSMI, partially offset by a decline in fees from PULSe, which was decommissioned in the fourth quarter of 2020. Other Other revenue increased for the year ended December 31, 2021 compared to the same period in 2020 primarily due to additional net interest income from EuroCCP, as well as an increase in trade reporting revenue within the Europe and Asia Pacific segment. 73 Table of Contents Operating Expenses For the year ended December 31, 2021 compared to the year ended December 31, 2020, total operating expenses increased primarily due to increases in compensation and benefits, professional fees and outside services, and technology support services, partially offset by a decline in acquisition-related costs. The following summarizes changes in operating expenses for the year ended December 31, 2021 compared to the year ended December 31, 2020 (in millions, except percentages): [[GREPCENT_TABLE]] [["\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b"],["\u200b","\u200b","Year Ended","\u200b","\u200b","\u200b","\u200b","\u200b"],["\u200b","\u200b","December 31,","\u200b","Increase/","\u200b","Percent"],["\u200b","","2021","","2020","","(Decrease)","","Change"],["Compensation and benefits","\u200b","$","288.5","\u200b","$","224.9","\u200b","$","63.6","\u200b","28","%"],["Depreciation and amortization","\u200b","","167.4","\u200b","","158.5","\u200b","","8.9","\u200b","6","%"],["Technology support services","\u200b","","66.7","\u200b","","54.5","\u200b","","12.2","\u200b","22","%"],["Professional fees and outside services","\u200b","","83.7","\u200b","","60.6","\u200b","","23.1","\u200b","38","%"],["Travel and promotional expenses","\u200b","","9.7","\u200b","","6.6","\u200b","","3.1","\u200b","47","%"],["Facilities costs","\u200b","","22.2","\u200b","","17.6","\u200b","","4.6","\u200b","26","%"],["Acquisition-related costs","\u200b","","15.6","\u200b","","45.2","\u200b","","(29.6)","\u200b","(65)","%"],["Other expenses","\u200b","","16.4","\u200b","","24.2","\u200b","","(7.8)","\u200b","(32)","%"],["Total operating expenses","\u200b","$","670.2","\u200b","$","592.1","\u200b","$","78.1","\u200b","13","%"]] [[/GREPCENT_TABLE]] Compensation and Benefits Compensation and benefits increased for the year ended December 31, 2021 compared to the same period in 2020 primarily due to a $62.4 million increase in salaries, wages, bonuses, and benefits, driven by a $30.9 million increase in compensation and benefits expense related to acquisitions made in 2020 and 2021, as well as a $30.5 million increase in compensation and benefits expense related to increased headcount excluding acquisitions, partially offset by a $3.7 million increase in capitalized wages due to an increase in software projects eligible for capitalization. Depreciation and Amortization Depreciation and amortization increased for the year ended December 31, 2021 compared to the same period in 2020 primarily due to an increase in depreciation and amortization expense resulting from acquisitions made in 2020 and 2021, coupled with an increase in leasehold improvements related to the new headquarters location, partially offset by a decline in amortization under the discounted cash flow method for the intangibles acquired in the Bats acquisition. Technology Support Services Technology support services costs increased for the year ended December 31, 2021 compared to the same period in 2020 primarily due to increased market data support services fees, data center hosting, network and phone connectivity support services fees, and hardware maintenance fees related to acquisitions made in 2020 and 2021. Professional Fees and Outside Services Professional and outside services fees increased for the year ended December 31, 2021 compared to the same period in 2020 primarily due to increases in legal fees of $7.8 million driven by additional litigation fees and higher general legal fees, regulatory fees of $5.4 million driven by rising CAT costs, $3.7 million in contract services, and $2.4 million in consulting fees in connection with acquisitions made in 2020 and 2021. Travel and Promotional Expenses Travel and promotional expenses increased for the year ended December 31, 2021 compared to the same period in 2020 primarily due to an increase in marketing and advertising expenses attributable to promotional efforts. Facilities Costs Facilities costs increased for the year ended December 31, 2021 compared to the same period in 2020 primarily due to an increase in rent expense related to the new headquarters building, additional office locations due to acquisitions made in 2020 and 2021, and the new trading floor location. 74 Table of Contents Acquisition-Related Costs Acquisition-related costs decreased for the year ended December 31, 2021 compared to the same period in 2020 primarily due to a decrease in overall acquisition activity, partially offset by the $11.0 million write-off of the Company’s investment in Signal Trading Systems, LLC in the fourth quarter of 2020, coupled with the $8.1 million facilities-related impairment charge in the second quarter of 2020. Other Expenses Other expenses decreased for the year ended December 31, 2021 compared to the same period in 2020 primarily due to a $6.7 million provision for notes receivable recorded in the third quarter of 2020, related to the CAT, as well as a gain on change in contingent consideration related to MATCHNow recorded in the fourth quarter of 2021, partially offset by increases in taxes, licenses, permits, and training and education expenses. Operating Income As a result of the items above, operating income for the year ended December 31, 2021 was $805.9 million, compared to $662.2 million for the year ended December 31, 2020, an increase of $143.7 million, or 22%. Interest Expense, Net Net interest expense increased for the year ended December 31, 2021 compared to the same period in 2020 primarily due to commitment fees related to the EuroCCP Credit Facility, which was entered into in July 2020 and subsequently amended and restated in July 2021, as well as additional interest expense related to the 1.625% Senior Notes issued in the fourth quarter of 2020. Other (Expense) Income, Net Net other (expense) income decreased for the year ended December 31, 2021 compared to the same period in 2020 primarily due to the $32.6 million bargain purchase gain related to the EuroCCP acquisition recorded in the third quarter of 2020, coupled with a $5.0 million impairment on investment recorded in the third quarter of 2021. Income Before Income Tax Provision As a result of the above, income before income tax provision for the year ended December 31, 2021 was $756.1 million compared to $660.4 million for the year ended December 31, 2020, an increase of $95.7 million, or 14%. Income Tax Provision For the year ended December 31, 2021, the income tax provision was $227.1 million compared to $192.2 million for the year ended December 31, 2020, an increase of $34.9 million, primarily due to the increase in income before income tax provision and a higher effective tax rate for the year ended December 31, 2021. The effective tax rate for the year ended December 31, 2021 was 30.0%, compared to a rate of 29.1% for the year ended December 31, 2020. Net Income As a result of the items above, net income for the year ended December 31, 2021 was $529.0 million, or 36% of revenues less cost of revenues, compared to $468.2 million, or 37% of revenues less cost of revenues, for the year ended December 31, 2020, an increase of $60.8 million, or 13%. 75 Table of Contents Segment Operating Results We report results from our five segments: Options, North American Equities, Europe and Asia Pacific, Futures, and Global FX. Segment performance is primarily based on operating income (loss). We have aggregated all corporate costs, as well as other business ventures, within Corporate Items and Eliminations as those activities should not be used to evaluate a segment's operating performance. All operating expenses that relate to activities of a specific segment have been allocated to that segment.  The following summarizes our total revenues by segment (in millions, except percentages): ​ ​ [[GREPCENT_TABLE]] [["\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b"],["\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","Percentage of"],["\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","Total"],["\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","Revenues"],["\u200b","\u200b","Year Ended","\u200b","\u200b","\u200b","Year Ended"],["\u200b","\u200b","December 31,","\u200b","Percent","\u200b","December 31,"],["\u200b","","2021","","2020","","Change","","2021","","2020"],["Options","\u200b","$","1,505.0","\u200b","$","1,330.1","\u200b","13","%","43","%","39","%"],["North American Equities","\u200b","","1,570.5","\u200b","","1,789.5","\u200b","(12)","%","45","%","52","%"],["Europe and Asia Pacific","\u200b","","240.3","\u200b","","140.5","\u200b","71","%","7","%","4","%"],["Futures","\u200b","","120.6","\u200b","","109.2","\u200b","10","%","3","%","3","%"],["Global FX","\u200b","\u200b","58.1","\u200b","\u200b","57.8","\u200b","1","%","2","%","2","%"],["Corporate","\u200b","\u200b","0.3","\u200b","\u200b","\u2014","\u200b","\u200b","*","\u2014","%","\u2014","%"],["Total revenues","\u200b","$","3,494.8","\u200b","$","3,427.1","\u200b","2","%","100","%","100","%"]] [[/GREPCENT_TABLE]] *  Not meaningful 76 Table of Contents ​ The following summarizes our revenues less cost of revenues by segment (in millions, except percentages): ​ ​ [[GREPCENT_TABLE]] [["\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b"],["\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","Percentage of"],["\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","Total Revenues"],["\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","less Cost of Revenues"],["\u200b","\u200b","Year Ended","\u200b","\u200b","\u200b","Year Ended"],["\u200b","\u200b","December 31,","\u200b","Percent","\u200b","December 31,"],["\u200b","","2021","","2020","","Change","","2021","","2020"],["Options","\u200b","$","755.0","\u200b","$","649.7","\u200b","16","%","51","%","52","%"],["North American Equities","\u200b","","362.5","\u200b","","326.6","\u200b","11","%","25","%","26","%"],["Europe and Asia Pacific","\u200b","","183.9","\u200b","","114.4","\u200b","61","%","12","%","9","%"],["Futures","\u200b","","116.8","\u200b","","105.8","\u200b","10","%","8","%","8","%"],["Global FX","\u200b","\u200b","57.6","\u200b","\u200b","57.8","\u200b","(0)","%","4","%","5","%"],["Corporate","\u200b","\u200b","0.3","\u200b","\u200b","\u2014","\u200b","\u200b","*","\u2014","%","\u2014","%"],["Total revenues less cost of revenues","\u200b","$","1,476.1","\u200b","$","1,254.3","\u200b","18","%","100","%","100","%"]] [[/GREPCENT_TABLE]] *  Not meaningful 77 Table of Contents Options The following summarizes revenues less cost of revenues, operating expenses, operating income, EBITDA and EBITDA margin for our Options segment (in millions, except percentages): [[GREPCENT_TABLE]] [["\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b"],["\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","Percentage"],["\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","of Total"],["\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","Revenues"],["\u200b","\u200b","Year Ended","\u200b","\u200b","\u200b","\u200b","\u200b","Year Ended"],["\u200b","\u200b","December 31,","\u200b","\u200b","Percent","\u200b","\u200b","December 31,"],["\u200b","","2021","","","2020","","","Change","","","2021","","","2020"],["Revenues less cost of revenues","\u200b","$","755.0","\u200b","\u200b","$","649.7","","\u200b","16","%","\u200b","50","%","\u200b","49","%"],["Operating expenses","\u200b","","217.0","\u200b","\u200b","","219.3","","\u200b","(1)","%","\u200b","14","%","\u200b","16","%"],["Operating income","\u200b","$","538.0","\u200b","\u200b","$","430.4","","\u200b","25","%","\u200b","36","%","\u200b","32","%"],["EBITDA (1)","\u200b","$","565.4","\u200b","\u200b","$","461.3","","\u200b","23","%","\u200b","38","%","\u200b","35","%"],["EBITDA margin (2)","\u200b","","74.9","%","\u200b","","71.0","%","\u200b","*","\u200b","\u200b","*","\u200b","\u200b","*","\u200b"]] [[/GREPCENT_TABLE]] *  Not meaningful [[GREPCENT_TABLE]] [["(1)","See footnote (2) to the table under \u201cOverview\u201d above for a reconciliation of net income to EBITDA, and management\u2019s reasons for using such non-GAAP measures."]] [[/GREPCENT_TABLE]] [[GREPCENT_TABLE]] [["(2)","EBITDA margin represents EBITDA divided by revenues less cost of revenues."]] [[/GREPCENT_TABLE]] Revenues less cost of revenues increased $105.3 million for the year ended December 31, 2021 compared to the year ended December 31, 2020 primarily due to a 22% increase in multi-listed options ADV, coupled with an 11% increase in index options ADV and an 18% increase in multi-listed options RPC. For the year ended December 31, 2021, operating income increased $107.6 million compared to the year ended December 31, 2020 primarily due to an increase in revenues less cost of revenues. Operating expenses decreased $2.3 million for the year ended December 31, 2021 compared to the year ended December 31, 2020 primarily due to a decrease in acquisition-related costs, partially offset by increases in compensation and benefits, facilities costs, and travel and promotional expenses. North American Equities The following summarizes revenues less cost of revenues, operating expenses, operating income, EBITDA and EBITDA margin for our North American Equities segment (in millions, except percentages): [[GREPCENT_TABLE]] [["\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b"],["\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","Percentage"],["\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","of Total"],["\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","Revenues"],["\u200b","\u200b","Year Ended","\u200b","\u200b","\u200b","\u200b","\u200b","Year Ended"],["\u200b","\u200b","December 31,","\u200b","\u200b","Percent","\u200b","\u200b","December 31,"],["\u200b","","2021","","","2020","","","Change","","","2021","","","2020"],["Revenues less cost of revenues","\u200b","$","362.5","\u200b","\u200b","$","326.6","","\u200b","11","%","\u200b","23","%","\u200b","18","%"],["Operating expenses","\u200b","","206.4","\u200b","\u200b","","167.1","","\u200b","24","%","\u200b","13","%","\u200b","9","%"],["Operating income","\u200b","$","156.1","\u200b","\u200b","$","159.5","","\u200b","(2)","%","\u200b","10","%","\u200b","9","%"],["EBITDA (1)","\u200b","$","231.3","\u200b","\u200b","$","228.0","","\u200b","1","%","\u200b","15","%","\u200b","13","%"],["EBITDA margin (2)","\u200b","","63.8","%","\u200b","","69.8","%","\u200b","*","\u200b","\u200b","*","\u200b","\u200b","*","\u200b"]] [[/GREPCENT_TABLE]] *      Not meaningful [[GREPCENT_TABLE]] [["(1)","See footnote (2) to the table under \u201cOverview\u201d above for a reconciliation of net income to EBITDA, and management\u2019s reasons for using such non-GAAP measures."]] [[/GREPCENT_TABLE]] [[GREPCENT_TABLE]] [["(2)","EBITDA margin represents EBITDA divided by revenues less cost of revenues."]] [[/GREPCENT_TABLE]] Revenues less cost of revenues increased $35.9 million for the year ended December 31, 2021 compared to the year ended December 31, 2020 primarily due to additional revenue attributed to BIDS. For the year ended December 31, 2021, operating income decreased $3.4 million compared to the year ended December 31, 2020 due to an increase in operating expenses, partially offset by an increase in revenues less cost of revenues. Operating expenses increased $39.3 million for the year ended December 31, 2021 compared to the year ended December 31, 2020 primarily due to increases in compensation and benefits and professional fees and outside services, partially offset by decreases in acquisition-related costs and other expenses. 78 Table of Contents Europe and Asia Pacific The following summarizes revenues less cost of revenues, operating expenses, operating income, EBITDA and EBITDA margin for our Europe and Asia Pacific segment (in millions, except percentages): [[GREPCENT_TABLE]] [["\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b"],["\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","Percentage"],["\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","of Total"],["\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","Revenues"],["\u200b","\u200b","Year Ended","\u200b","\u200b","\u200b","\u200b","\u200b","Year Ended"],["\u200b","\u200b","December 31,","\u200b","\u200b","Percent","\u200b","\u200b","December 31,"],["\u200b","","2021","","","2020","","","Change","","","2021","","","2020"],["Revenues less cost of revenues","\u200b","$","183.9","\u200b","\u200b","$","114.4","","\u200b","61","%","\u200b","77","%","\u200b","81","%"],["Operating expenses","\u200b","","127.9","\u200b","\u200b","","80.9","","\u200b","58","%","\u200b","53","%","\u200b","58","%"],["Operating income","\u200b","$","56.0","\u200b","\u200b","$","33.5","","\u200b","67","%","\u200b","23","%","\u200b","24","%"],["EBITDA (1)","\u200b","$","92.6","\u200b","\u200b","$","95.1","","\u200b","(3)","%","\u200b","39","%","\u200b","68","%"],["EBITDA margin (2)","\u200b","","50.4","%","\u200b","","83.1","%","\u200b","*","\u200b","\u200b","*","\u200b","\u200b","*","\u200b"]] [[/GREPCENT_TABLE]] *     Not meaningful [[GREPCENT_TABLE]] [["(1)","See footnote (2) to the table under \u201cOverview\u201d above for a reconciliation of net income to EBITDA, and management\u2019s reasons for using such non-GAAP measures."]] [[/GREPCENT_TABLE]] [[GREPCENT_TABLE]] [["(2)","EBITDA margin represents EBITDA divided by revenues less cost of revenues."]] [[/GREPCENT_TABLE]] Revenues less cost of revenues increased $69.5 million for the year ended December 31, 2021 compared to the year ended December 31, 2020 primarily due to additional revenue attributed to EuroCCP, Cboe Australia, and Cboe Japan, as well as a 12% increase in European Equities matched ADNV. For the year ended December 31, 2021, operating income increased $22.5 million compared to the year ended December 31, 2020 due to an increase in revenues less cost of revenues, partially offset by an increase in operating expenses. Operating expenses increased $47.0 million for the year ended December 31, 2021 compared to the year ended December 31, 2020 primarily due to increases in compensation and benefits, technology support services, depreciation and amortization, and professional fees and outside services. Futures The following summarizes revenues less cost of revenues, operating expenses, operating income, EBITDA, and EBITDA margin for our Futures segment (in millions, except percentages): [[GREPCENT_TABLE]] [["\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b"],["\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","Percentage"],["\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","of Total"],["\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","Revenues"],["\u200b","\u200b","Year Ended","\u200b","\u200b","\u200b","\u200b","\u200b","Year Ended"],["\u200b","\u200b","December 31,","\u200b","\u200b","Percent","\u200b","\u200b","December 31,"],["\u200b","","2021","","","2020","","","Change","","","2021","","","2020"],["Revenues less cost of revenues","\u200b","$","116.8","\u200b","\u200b","$","105.8","","\u200b","10","%","\u200b","97","%","\u200b","97","%"],["Operating expenses","\u200b","","50.8","\u200b","\u200b","","52.0","","\u200b","(2)","%","\u200b","42","%","\u200b","48","%"],["Operating income","\u200b","$","66.0","\u200b","\u200b","$","53.8","","\u200b","23","%","\u200b","55","%","\u200b","49","%"],["EBITDA (1)","\u200b","$","68.7","\u200b","\u200b","$","56.9","","\u200b","21","%","\u200b","57","%","\u200b","52","%"],["EBITDA margin (2)","\u200b","","58.8","%","\u200b","","53.8","%","\u200b","*","\u200b","\u200b","*","\u200b","\u200b","*","\u200b"]] [[/GREPCENT_TABLE]] *      Not meaningful [[GREPCENT_TABLE]] [["(1)","See footnote (2) to the table under \u201cOverview\u201d above for a reconciliation of net income to EBITDA, and management\u2019s reasons for using such non-GAAP measures."]] [[/GREPCENT_TABLE]] [[GREPCENT_TABLE]] [["(2)","EBITDA margin represents EBITDA divided by revenues less cost of revenues."]] [[/GREPCENT_TABLE]] Revenues less cost of revenues increased $11.0 million for the year ended December 31, 2021 compared to the year ended December 31, 2020 primarily due to a 15% increase in Futures ADV. For the year ended December 31, 2021, operating income increased $12.2 million compared to the year ended December 31, 2020 due to an increase in revenues less cost of revenues. Operating expenses decreased $1.2 million for the year ended December 31, 2021 79 Table of Contents compared to the year ended December 31, 2020 primarily due to decreases in other expenses, compensation and benefits, and technology and support services, partially offset by an increase in travel and promotional expenses. Global FX The following summarizes revenues less cost of revenues, operating expenses, operating income, EBITDA and EBITDA margin for our Global FX segment (in millions, except percentages): [[GREPCENT_TABLE]] [["\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b"],["\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","Percentage"],["\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","of Total"],["\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","Revenues"],["\u200b","\u200b","Year Ended","\u200b","\u200b","\u200b","\u200b","\u200b","Year Ended"],["\u200b","\u200b","December 31,","\u200b","\u200b","Percent","\u200b","\u200b","December 31,"],["\u200b","","2021","","","2020","","","Change","","","2021","","","2020"],["Revenues less cost of revenues","\u200b","$","57.6","\u200b","\u200b","$","57.8","","\u200b","(0)","%","\u200b","99","%","\u200b","100","%"],["Operating expenses","\u200b","","54.9","\u200b","\u200b","","51.8","","\u200b","6","%","\u200b","94","%","\u200b","90","%"],["Operating income (loss)","\u200b","$","2.7","\u200b","\u200b","$","6.0","","\u200b","(55)","%","\u200b","5","%","\u200b","10","%"],["EBITDA (1)","\u200b","$","26.9","\u200b","\u200b","$","32.4","","\u200b","(17)","%","\u200b","46","%","\u200b","56","%"],["EBITDA margin (2)","\u200b","","46.7","%","\u200b","","56.1","%","\u200b","*","\u200b","\u200b","*","\u200b","\u200b","*","\u200b"]] [[/GREPCENT_TABLE]] *     Not meaningful [[GREPCENT_TABLE]] [["(1)","See footnote (2) to the table under \u201cOverview\u201d above for a reconciliation of net income to EBITDA, and management\u2019s reasons for using such non-GAAP measures."]] [[/GREPCENT_TABLE]] [[GREPCENT_TABLE]] [["(2)","EBITDA margin represents EBITDA divided by revenues less cost of revenues."]] [[/GREPCENT_TABLE]] Revenues less cost of revenues decreased $0.2 million for the year ended December 31, 2021 compared to the year ended December 31, 2020 primarily due to a 2% decrease in Global FX ADNV. For the year ended December 31, 2021, operating income decreased $3.3 million compared to the year ended December 31, 2020 due to an increase in operating expenses. Operating expenses increased $3.1 million for the year ended December 31, 2021 compared to the year ended December 31, 2020 primarily due to increases in compensation and benefits and professional fees and outside services, partially offset by a decrease in depreciation and amortization. ​ 80 Table of Contents LIQUIDITY AND CAPITAL RESOURCES Below are charts that reflect elements of our capital allocation: ​ We expect our cash on hand at December 31, 2021 and other available resources, including cash generated from operations, to be sufficient to continue to meet our cash requirements for the foreseeable future. In the near term, we expect that our cash from operations and availability under the Revolving Credit Facility will meet our cash needs to fund our operations, capital expenditures, interest payments on debt, debt repayments, any dividends, and opportunities for common stock repurchases under the previously announced program. We may also utilize excess cash on hand to pay down amounts outstanding under the Term Loan Agreement. See Note 12 (“Debt”) to the consolidated financial statements for further information. To the extent that our cash sources are insufficient to fund our potential acquisitions, we may participate in future financing transactions to obtain additional capital. EuroCCP also has a €1.5 billion committed syndicated multicurrency revolving and swingline credit facility agreement with EuroCCP as borrower and the Company as guarantor of scheduled interest and fees on borrowings (but not the principal amount of any borrowings), (the “Facility”). The Facility is available to be drawn by EuroCCP towards (a) financing unsettled amounts in connection with the settlement of transactions in securities and other items processed through EuroCCP’s clearing system and (b) financing any other liability or liquidity requirement of EuroCCP incurred in the operation of its clearing system. Borrowings under the Facility are secured by cash, eligible bonds and eligible equity assets deposited by EuroCCP into secured accounts. As a result, should the Facility be drawn by EuroCCP it could potentially impact EuroCCP’s liquidity, and we can give no assurance that this Facility will be sufficient to meet all of such obligations or sufficiently mitigate EuroCCP’s liquidity risk to meet its payment obligations when due. Additionally, a default of the Facility may allow lenders, under certain circumstances, to accelerate any related drawn amounts and may result in the acceleration of the Company’s other outstanding debt to which a cross-acceleration or cross-default provision applies, which may limit the Company’s liquidity, business and financing activities. The Facility is expected to terminate on June 30, 2022 and we may not be able to enter into a replacement facility on commercially reasonable terms, or at all. Our long-term cash needs will depend on many factors, including an introduction of new products, enhancements of current products, the geographic mix of our business and any potential acquisitions. We believe our cash from operations and the availability under our Revolving Credit Facility will meet any long-term needs unless a significant acquisition or acquisitions are identified, in which case we expect that we would be able to borrow the necessary funds and/or issue additional shares of our common stock to complete such acquisition(s). In addition, we do not expect COVID-19 to have a material impact on our liquidity or capital resources, including cash from operations or uses of cash, or change our ability to access capital markets in the near term or the foreseeable future. Cash and cash equivalents include cash in banks and all non-restricted, highly liquid investments with original maturities of three months or less at the time of purchase. Cash and cash equivalents as of December 31, 2021 increased 81 Table of Contents $96.5 million from December 31, 2020 primarily due to results of operations, adjustment for depreciation expense, proceeds from available-for-sale financial investments, and proceeds from the term loan modification, partially offset by contributions to investments, cash dividends paid on common stock, and acquisitions, net of cash acquired. See “Cash Flow” below for further discussion. Our cash and cash equivalents held outside of the United States in various foreign subsidiaries totaled $185.9 million and $128.2 million as of December 31, 2021 and December 31, 2020, respectively. The remaining balance was held in the United States and totaled $156.0 million and $117.2 million as of December 31, 2021 and December 31, 2020, respectively. The majority of cash held outside the United States is available for repatriation, but under current law, could subject us to additional United States income taxes, less applicable foreign tax credits. Our financial investments include deferred compensation plan assets as well as investments with original or acquired maturities longer than three months but that mature in less than one year from the balance sheet date and are recorded at fair value. As of December 31, 2021, financial investments consisted of U.S. Treasury securities and deferred compensation plan assets. Our off-balance sheet arrangements include clearing operations related to EuroCCP. See Note 14 (“Clearing Operations”) for discussion of contingent assets and liabilities related to clearing operations in connection with the Company’s acquisition of EuroCCP. Cash Flow The following table summarizes our cash flow data for the years ended December 31, 2021, 2020 and 2019 (in millions): [[GREPCENT_TABLE]] [["\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b"],["\u200b","\u200b","For the Year Ended"],["\u200b","\u200b","December 31,"],["\u200b","","2021","","2020","","2019"],["Net cash provided by operating activities","\u200b","$","596.8","\u200b","$","1,458.8","\u200b","$","632.8","\u200b"],["Net cash used in investing activities","\u200b","","(352.7)","\u200b","","(430.5)","\u200b","","(15.9)","\u200b"],["Net cash used in financing activities","\u200b","","(200.3)","\u200b","","(201.7)","\u200b","","(662.9)","\u200b"],["Effect of foreign currency exchange rate changes on cash, cash equivalents, and restricted cash and cash equivalents","\u200b","","(9.1)","\u200b","","1.6","\u200b","","0.2","\u200b"],["Increase (decrease) in cash, cash equivalents, and restricted cash and cash equivalents","\u200b","$","34.7","\u200b","$","828.2","\u200b","$","(45.8)","\u200b"],["\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b"],["\u200b","\u200b","As of December 31,","\u200b"],["\u200b","\u200b","2021","","2020","","2019","\u200b"],["Reconciliation of cash, cash equivalents, and restricted cash and cash equivalents:","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b"],["Cash and cash equivalents","\u200b","$","341.9","\u200b","$","245.4","\u200b","$","229.3","\u200b"],["Restricted cash and cash equivalents (margin deposits and clearing funds)","\u200b","\u200b","745.9","\u200b","\u200b","812.1","\u200b","\u200b","\u2014","\u200b"],["Restricted cash and cash equivalents (included in other current assets)","\u200b","\u200b","4.4","\u200b","\u200b","\u2014","\u200b","\u200b","\u2014","\u200b"],["Total","\u200b","$","1,092.2","\u200b","$","1,057.5","\u200b","$","229.3","\u200b"]] [[/GREPCENT_TABLE]] ​ Net Cash Flows Provided by Operating Activities During the year ended December 31, 2021, net cash provided by operating activities was $67.8 million higher than net income. The variance is primarily attributable to the adjustment for depreciation and amortization expense of $167.4 million, the change in accounts payable and accrued liabilities of $45.0 million, and the change in unrecognized tax benefits of $33.2 million, partially offset by the change in Section 31 fees payable of $112.1 million and the change in restricted cash and cash equivalents, driven by a $66.2 million decrease in margin deposits and clearing funds related to EuroCCP for the year ended December 31, 2021. Net cash flows provided by operating activities were $596.8 million and $1,458.8 million for the years ended December 31, 2021 and 2020, respectively. The change in net cash flows provided by operating activities was primarily due to the change in restricted cash and cash equivalents, driven by margin deposits and clearing funds related to EuroCCP, as well as the change in Section 31 fees payable, partially offset by the change in accounts receivable, as well as the change in the bargain purchase gain and provision for deferred income taxes for the year ended December 31, 2021 compared to the year ended December 31, 2020. 82 Table of Contents Net cash provided by operating activities was $990.6 million higher than net income for the fiscal year ended December 31, 2020. The variance is primarily attributed to the addition of $812.1 million of restricted cash and cash equivalents, driven by margin deposits and clearing funds related to EuroCCP, the adjustment for depreciation and amortization expense of $158.5 million, the change in accounts payable and accrued liabilities of $59.4 million, and the change in Section 31 fees payable of $53.9 million, partially offset by the change in accounts receivable of $90.0 million. Net cash provided by operating activities was $1,458.8 million and $632.8 million for the years ended December 31, 2020 and 2019, respectively. The increase in net cash flows provided by operating activities was primarily due to the addition of margin deposits and clearing funds resulting from the EuroCCP acquisition and the increase in net income. Net Cash Flows Used in Investing Activities During the year ended December 31, 2021, net cash used in investing activities primarily consisted of contributions to investments of $209.8 million, acquisitions, net of cash acquired of $151.5 million, and purchases of available-for-sale financial investments of $101.2 million, partially offset by proceeds from available-for-sale financial investments of $160.2 million. Net cash flows used in investing activities were $352.7 million and $430.5 million for the years ended December 31, 2021 and 2020, respectively. The variance is primarily due to the change in acquisitions, net of cash acquired, and the change in purchases of available-for-sale financial investments, partially offset by contributions to investments and the change in proceeds from available-for-sale financial investments for the year ended December 31, 2021 compared to the year ended December 31, 2020. Net cash flows used in investing activities totaled $430.5 million and $15.9 million for the years ended December 31, 2020 and 2019, respectively. The variance is primarily due to acquisitions, net of cash acquired in 2020 and the return of capital from investments in 2019. Capital expenditures are expected to be in the range of $47.0 million to $52.0 million, reflecting expenditures associated with the Company’s trading floor relocation, which is anticipated to occur in the second quarter of 2022, ongoing capacity and technology-related investments, as well as anticipated project delays due to supply chain interruptions. Net Cash Flows Used in Financing Activities During the year ended December 31, 2021, net cash used in financing activities primarily consisted of cash dividends paid on common stock of $193.3 million and share repurchases of $81.3 million, partially offset by proceeds from long-term debt of $110.0 million. Net cash flows used in financing activities were $200.3 million and $201.7 million for the years ended December 31, 2021 and 2020, respectively. The variance is primarily due to the change in share repurchases, as well as the change in principal payments of long-term debt, partially offset by the change in proceeds from long-term debt. For the year ended December 31, 2020, the Company received proceeds from long-term debt of $493.7 million, of which $70.0 million was used to pay down the revolving credit facility draw taken in the third quarter of 2020, repurchased $349.1 million of common stock, paid dividends totaling $170.6 million, and paid down $155.0 million of long-term debt. Net cash flows used in financing activities totaled $662.9 million for the year ended December 31, 2019. The Company paid down $350.0 million of long-term debt, repurchased $156.9 million of common stock, and paid dividends of $150.0 million. 83 Table of Contents Financial Assets The following summarizes our financial assets excluding margin deposits and clearing funds as of December 31, 2021, 2020 and 2019 (in millions): [[GREPCENT_TABLE]] [["\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b"],["\u200b","\u200b","As of December 31,"],["\u200b","","2021","","2020","","2019"],["Cash and cash equivalents","\u200b","$","341.9","\u200b","$","245.4","\u200b","$","229.3"],["Financial investments","\u200b","","37.1","\u200b","","92.4","\u200b","","71.0"],["Less deferred compensation plan assets","\u200b","\u200b","(28.0)","\u200b","\u200b","(24.5)","\u200b","\u200b","(23.4)"],["Less cash collected for Section 31 fees","\u200b","\u200b","(25.9)","\u200b","\u200b","(103.0)","\u200b","\u200b","(69.0)"],["Adjusted cash (1)","\u200b","$","325.1","\u200b","$","210.3","\u200b","$","207.9"]] [[/GREPCENT_TABLE]] [[GREPCENT_TABLE]] [["(1)","Adjusted cash is a non-GAAP measure and represents cash and cash equivalents plus financial investments, minus deferred compensation plan assets and cash collected for Section 31 fees. We have presented adjusted cash because we consider it an important supplemental measure of our liquidity and believe that it is frequently used by analysts, investors and other interested parties in the evaluation of companies."]] [[/GREPCENT_TABLE]] Debt ​ The following summarizes our debt obligations as of December 31, 2021, 2020 and 2019 (in millions): [[GREPCENT_TABLE]] [["\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b"],["\u200b","\u200b","As of December 31,"],["\u200b","","2021","","2020","","2019"],["Term Loan Agreement","\u200b","$","160.0","\u200b","$","70.0","\u200b","$","225.0"],["3.650% Senior Notes","\u200b","","650.0","\u200b","","650.0","\u200b","","650.0"],["1.625% Senior Notes","\u200b","\u200b","500.0","\u200b","\u200b","500.0","\u200b","\u200b","\u2014"],["Revolving Credit Agreement","\u200b","\u200b","\u2014","\u200b","\u200b","\u2014","\u200b","\u200b","\u2014"],["EuroCCP Credit Facility","\u200b","\u200b","\u2014","\u200b","\u200b","\u2014","\u200b","\u200b","\u2014"],["Less unamortized discount and debt issuance costs","\u200b","\u200b","(10.7)","\u200b","\u200b","(16.1)","\u200b","\u200b","(7.4)"],["Total debt","\u200b","$","1,299.3","\u200b","$","1,203.9","\u200b","$","867.6"]] [[/GREPCENT_TABLE]] ​ At December 31, 2021, we were in compliance with the covenants of our debt agreements. In addition to the debt outstanding, as of December 31, 2021, we had an additional $250.0 million available through our revolving credit facility, with the ability to borrow another $100.0 million by increasing the commitments under the facility. Together with adjusted cash, we had $675.1 million available to fund our operations, capital expenditures, potential acquisitions, debt repayments and any dividends as of December 31, 2021. Dividends The Company’s expectation is to continue to pay dividends. The decision to pay a dividend, however, remains within the discretion of the Company's Board of Directors and may be affected by various factors, including our earnings, financial condition, capital requirements, level of indebtedness and other considerations our Board of Directors deems relevant. Future debt obligations and statutory provisions, among other things, may limit, or in some cases prohibit, our ability to pay dividends. Share Repurchase Program In 2011, the Board of Directors approved an initial authorization for the Company to repurchase shares of its outstanding common stock of $100 million and approved additional authorizations of $100 million in each of 2012, 2013, 2014, 2015 and 2016, $250 million in each of 2018, 2019 and 2020, and $200 million in February 2021, for a total authorization of $1.6 billion. The program permits the Company to purchase shares through a variety of methods, including in the open market or through privately negotiated transactions, in accordance with applicable securities laws. It does not obligate the Company to make any repurchases at any specific time or situation. ​ 84 Table of Contents Under the program, for the year ended December 31, 2021, the Company repurchased 822,005 shares of common stock at an average cost per share of $98.82, totaling $81.3 million. Since inception of the program through December 31, 2021, the Company has repurchased 18,072,129 shares of common stock at an average cost per share of $68.12, totaling $1.2 billion. As of December 31, 2021, the Company had $318.9 million of availability remaining under its existing share repurchase authorizations. Lease and Obligations The Company currently leases additional office space, data centers and remote network operations center, with lease terms remaining from 7 months to 186 months as of December 31, 2021. In September 2019, we entered into two leases that commenced in 2020 for a new principal office space and trading floor space, both located in Chicago, Illinois. Additionally, in October 2021, the Company signed a new lease that commenced in February 2022 for a new principal office space in Amsterdam. See Note 24 (“Leases”) to the consolidated financial statements for additional information. Total rent expense related to current and former lease obligations for the years ended December 31, 2021, 2020 and 2019 totaled $25.6 million, $20.2 million and $12.4 million, respectively. In addition to our lease obligations, we have contractual obligations related to certain operating leases, data and telecommunications agreements, and our long-term debt outstanding. Purchase obligations include our estimate of the minimum outstanding obligations under agreements to purchase goods or services that we believe are enforceable and legally binding and that specify all significant terms, including fixed or minimum quantities to be purchased; fixed or minimum and maximum amounts to be paid; and the approximate timing of the transaction. Purchase obligations include certain licensing agreements with various licensors which contain annual minimum fee requirements as well as payments calculated using agreed upon contract rates and reported cleared volumes. Purchase obligations exclude agreements that are cancellable at any time without penalty. We have excluded from the contractual obligations listed below $745.9 million in cash margin deposits and clearing funds. Clearing participants of EuroCCP are required to make deposits to a clearing fund. The cash deposits made by clearing participants are recorded in the consolidated balance sheet as current assets with equal and offsetting current liabilities. See Note 14 (“Clearing Operations”) to the consolidated financial statements for additional information on EuroCCP and the margin deposits and clearing funds. Future minimum payments under these leases and agreements were as follows as of December 31, 2021: [[GREPCENT_TABLE]] [["\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","\u200b"],["\u200b","\u200b","\u200b","Payments Due by Period"],["\u200b","\u200b","\u200b","\u200b","\u200b","\u200b","Less than","\u200b","\u200b","More than"],["\u200b","","Total","","\u200b","1 year","","\u200b","1 year"],["Contractual Obligations","\u200b","\u200b"],["Operating leases","\u200b","$","149.1","\u200b","$","19.3","\u200b","$","129.8"],["Purchase obligations","\u200b","\u200b","871.5","\u200b","\u200b","69.0","\u200b","\u200b","802.5"],["Principal payments of debt","\u200b","","1,310.0","\u200b","","\u2014","\u200b","","1,310.0"],["Interest payments on debt","\u200b","","194.7","\u200b","","33.1","\u200b","","161.6"],["Total","\u200b","$","2,525.3","\u200b","$","121.4","\u200b","$","2,403.9"]] [[/GREPCENT_TABLE]] ​ Commercial Commitments and Contractual Obligations As of December 31, 2021, our commercial commitments and contractual obligations included operating leases, data and telecommunications agreements, equipment leases, our long-term debt outstanding, contingent considerations and other obligations. See Note 23 (“Commitments, Contingencies, and Guarantees”) to the consolidated financial statements for a discussion of commitments and contingencies, Note 12 (“Debt”) for a discussion of the outstanding debt, Note 14 (“Clearing Operations”) for information on EuroCCP’s clearinghouse exposure guarantee, and Note 24 (“Leases”) for discussion on operating leases and equipment leases. Guarantees We use Wedbush and Morgan Stanley to clear our routed equities transactions for our U.S. Equities exchanges. Wedbush and Morgan Stanley guarantee the trade until one day after the trade date, after which time the NSCC provides a guarantee. The BIDS Trading ATS platform delivers matched trades to BOA, which delivers the matched trades to the NSCC. BOA guarantees the trade until one day after the trade date, after which time the NSCC provides a guarantee. In 85 Table of Contents the case of failure to perform on the part of Wedbush or Morgan Stanley on routed transactions for our U.S. Equities exchanges, we provide the guarantee to the counterparty to the trader. In the case of failure to perform on the part of BOA on transactions for the BIDS Trading ATS platform, BIDS has obligations to the counterparties to satisfy the trades. OCC acts as a central counterparty on all transactions in listed equity options in our Options segment, and as such, guarantees clearance and settlement of all of our options transactions. We believe that any potential requirement for us to make payments under these guarantees is remote and accordingly, have not recorded any liability in the consolidated financial statements for these guarantees. Similarly, with respect to U.S. listed equity options and futures, we deliver matched trades of our customers to the OCC, which acts as a central counterparty on all transactions occurring on Cboe Options, C2, BZX, EDGX, and CFE and, as such, guarantees clearance and settlement of all of our matched options and futures trades. With respect to Canadian equities, we deliver matched trades of our customers to The Canadian Depository for Securities, which acts as a central counterparty on all transactions occurring on MATCHNow and, as such, guarantees clearance and settlement of all of our matched Canadian equities trades. With respect to Australian equities and derivatives, we deliver matched trades of our customers to ASX Clear Pty Ltd and ASX Settlement Pty Ltd. ASX Clear Pty Ltd acts as a central counterparty on all transactions occurring on Cboe Australia and, as such, guarantees clearance and settlement on all of our matched trades in Australia. With respect to Japanese equities, we deliver matched trades of our customers to the Japanese Securities Clearing Corporation, which acts as a central counterparty on all transactions occurring on Cboe Japan and, as such, guarantees clearance and settlement on all of our matched trades in Japan. CRITICAL ACCOUNTING ESTIMATES The preparation of consolidated financial statements in conformity with U.S. GAAP requires our management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of the amounts of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ materially from those estimates. On an ongoing basis, the Company evaluates its estimates, including those related to areas that require a significant level of judgment or are otherwise subject to an inherent degree of uncertainty. The Company bases its estimates on historical experience, observance of trends in particular areas, information available from outside sources and various other assumptions that are believed to be reasonable under the circumstances. Information from these sources form the basis for making judgments about the carrying values of assets and liabilities that may not be readily apparent from other sources. We have identified the estimates below as critical to our business operations and the understanding of our results of operations. The impact of, and any associated risks related to, these estimates on our business operations is discussed throughout "Management's Discussion and Analysis of Financial Condition and Results of Operations." For a detailed discussion on these estimates and other accounting policies, see Note 2 (“Summary of Significant Accounting Policies”) to the consolidated financial statements and related notes included elsewhere in this Annual Report on Form 10-K. Goodwill and Other Intangible Assets Description Our acquisitions of Bats, Cboe Vest Financial Group Inc. (“Vest”), Silexx Financial Systems, LLC (“Silexx”), LiveVol, Hanweck, FT Options, Trade Alert, MATCHNow, BIDS Holdings and Chi-X APAC resulted in the recording of goodwill and other intangible assets, while our acquisition of EuroCCP, resulted in a bargain purchase gain and other intangible assets. In accordance with ASC 350—Intangibles—Goodwill and Other, we test the carrying values of goodwill and indefinite-lived intangible assets for impairment at least annually, or more frequently when events or changes in circumstances signal indicators of impairment are present. Judgments and Uncertainties The estimated fair values of our reporting units are based on the market approach and the income approach (using discounted estimated future cash flows). The estimated fair values of indefinite-lived intangibles used the income approach. The discounted estimated future cash flow analysis requires judgments about the discount rate, forecasted revenue growth rate, and operating expenses, that are inherent in these fair value estimates over the estimated remaining operating period. Additionally, the analysis contains uncertainty surrounding future events. As such, actual results may differ from these estimates and lead to a revaluation of our goodwill and indefinite-lived intangible assets. ​ 86 Table of Contents Effect if Actual Results Differ from Assumptions ​ If updated estimates indicate that the fair value of goodwill or any indefinite-lived intangibles is less than the carrying value of the asset, an impairment charge is expected to be recorded in the consolidated statements of income in the period of the change in estimate, which could result in a material change to the consolidated financial statements. However, due to the results of our impairment analyses in 2021, in which all reporting units estimated fair value exceeded their carrying value, we do not consider our goodwill and indefinite-lived intangibles to have a significant risk of impairment. ​ Income Taxes ​ Description The Company’s consolidated global income tax provision, deferred tax assets and liabilities, valuation allowances, and liabilities for unrecognized tax benefits are determined through the interpretation of tax laws and assumptions of future events to calculate an expectation of future tax consequences. Judgments and Uncertainties On an ongoing basis, the Company evaluates its tax estimates and judgments. This evaluation is based on factors including historical experience, such as the conclusions of examinations by tax authorities, changes in tax laws or rates, new examination activity, and results of any related legal processes. We use judgment in the evaluation of uncertain tax positions and the estimation of unrecognized tax benefits when determining the largest amount greater than 50% likely to be realized upon ultimate settlement with the taxing authority, assessing the likelihood of the benefit being realized upon settlement, and the calculating expected ultimate settlement amount. Effect if Actual Results Differ from Assumptions Significant changes in these estimates or judgments may result in an increase or decrease to our tax provision in a future period. Additionally, it is possible that the ultimate settlement may differ from the liabilities for unrecognized tax benefits currently reported if tax authorities ultimately reach a conclusion that differs from the Company’s expectation. We believe assumptions made regarding income taxes to be reasonable and do not believe any change in the judgments made by management would result in a material change to the consolidated financial statements. RECENT ACCOUNTING PRONOUNCEMENTS See Note 3 (“Recent Accounting Pronouncements”) to the consolidated financial statements for further discussion of recently adopted and recently issued accounting pronouncements that are applicable to the Company.