{ "ticker": "CBOE", "company": "CBOE", "filing_type": "10-K", "year_current": "2025", "year_prior": "2024", "summary": { "added": 8, "removed": 102, "modified": 20, "unchanged": 11, "total_current": 39, "total_prior": 133 }, "source": "SEC EDGAR", "url": "https://riskdiff.com/cboe/2025-vs-2024/", "markdown_url": "https://riskdiff.com/cboe/2025-vs-2024/index.md", "json_url": "https://riskdiff.com/cboe/2025-vs-2024/index.json", "generated": "2026-06-01", "ai_summary": null, "risks": [ { "status": "ADDED", "current_title": "Summary of Risk Factors", "prior_title": null, "current_body": "The following is a summary of the key risks and uncertainties described below that we believe are material to us at this time: •the loss of our right to exclusively list and trade certain index options and futures products; •economic, political and market conditions; •compliance with legal and regulatory obligations; •price competition and consolidation in our industry; •decreases in trading or clearing volumes, market data fees or a shift in the mix of products traded on our exchanges; •legislative or regulatory changes or changes in tax regimes; •our ability to protect our systems and communication networks from security vulnerabilities and breaches; •our ability to attract and retain skilled management and other personnel; •increasing competition by foreign and domestic entities; •our dependence on and exposure to risk from third parties; •factors that impact the quality and integrity of our and other applicable indices; •our ability to manage our global operations, growth, and strategic acquisitions or alliances effectively; •our ability to operate our business without violating the intellectual property rights of others and the costs associated with protecting our intellectual property rights; •our ability to minimize the risks, including our credit, counterparty, investment, and default risks, associated with operating our clearinghouses; •our ability to accommodate trading and clearing volume and transaction traffic, including significant increases, without failure or degradation of performance of our systems; •misconduct by those who use our markets or our products or for whom we clear transactions; •challenges to our use of open source software code; •our ability to meet our compliance obligations, including managing our business interests and our regulatory responsibilities; •the loss of key customers or a significant reduction in trading or clearing volumes by key customers; •our ability to maintain BIDS Trading as an independently managed and operated trading venue, separate from and not integrated with our registered national securities exchanges; •damage to our reputation; •the ability of our compliance and risk management methods to effectively monitor and manage our risks; •restrictions imposed by our debt obligations and our ability to make payments on or refinance our debt obligations; •our ability to maintain an investment grade credit rating; •impairment of our goodwill, long-lived assets, investments or intangible assets; and •litigation risks and other liabilities." }, { "status": "ADDED", "current_title": "Loss of our right to exclusively list and trade certain index options and futures could have a material adverse effect on our financial performance.", "prior_title": null, "current_body": "We hold exclusive licenses to list securities index options on the S&P 500 Index, the Russell 2000 Index, and other indices granted to us by the owners of such indices, and additionally hold exclusive rights to our proprietary VIX Index methodology that provides the basis for VIX options and futures. In 2024, approximately 67% of our total revenues less cost of revenues were generated by the options and futures segments, the majority of which was generated by products based on exclusively licensed indices (e.g., SPX options) and products based on our proprietary VIX methodology (e.g., VIX options and futures). The bulk of this revenue is attributable to our SPX options and VIX options and futures. As a result, our revenues less cost of revenues are dependent in large part on the exclusive licenses we hold for these indices and our ability to maintain our exclusive proprietary rights in the VIX Index methodology and related products and indices. There is a risk, with respect to each of our current exclusive licenses, that the owner of the index may not renew the license with us on an exclusive basis or at all. In the first event, we would be subject to multiple listing in the trading of what is now an index product traded by us on an exclusive basis, which could result in a loss of market share and negatively 29 29 29 Table of Contents Table of Contents impact our profitability. In the second event, we could lose the right to list the index product entirely. The loss or limited use or change in the commercial terms of any of our exclusive index licenses, especially for the S&P 500 Index, for any reason could have a material adverse effect on our business and profitability. In addition to the risks related to our exclusive licenses, if we are unable to retain exclusive proprietary rights in the VIX Index methodology and related products and indices, competitors could create substantially similar volatility indices and products or list products based on Cboe volatility indices, which could have a material adverse effect on us. In 2018, the EU implemented the EU Benchmark Regulation, which regulates users, data providers and calculators of benchmarks (“administrators”) in the EU, and among other things (subsequent to the transitional period applicable to third country benchmark administrators) currently prohibits use of benchmarks provided by administrators outside the EU in connection with EU financial instruments unless the administrator is deemed to be subject to an EU equivalent regulatory regime or the benchmark is endorsed or recognized in the EU. These regulations and other potential emerging regulatory regimes around the world may impact international customers’ interest in or ability to trade index-based products listed on our U.S. exchanges, as well as impact our expansion into foreign trading of our index-based products and our ability to license proprietary indices for use outside of the U.S. Furthermore, our competitors may succeed in developing, offering and providing a market for the trading of index-based or volatility products, such as new options products on indices or ETFs, that are economically similar to those that we offer and they may become successful and take away volume from our products. It is also possible that a third party may offer trading in index-based products that are the same as those that are the subject of one of our exclusive licenses, but in a jurisdiction in which the index owner cannot require a license or in a manner otherwise not limited by our exclusive license. In addition, a diminished perceived attractiveness of or change in demand for any of the indices underlying our products and services, especially the S&P 500 Index, for any reason could have a material adverse effect on our business and profitability. The value of our licenses to exclusively list index options and futures also depends on the continued ability of index owners to require licenses for the trading of options and futures based on their indices. Although we and other index owners have prevailed in legal actions seeking to challenge our rights to exclusively license indices, we may be subject to changes in the law or other actions taken in the future that might impede our ability to exclusively offer trading in certain index options and futures." }, { "status": "ADDED", "current_title": "General economic conditions and other factors beyond our control could significantly reduce demand for our products and services and harm our business.", "prior_title": null, "current_body": "The volume of trading and clearing transactions and the demand for our products and services are directly affected by economic, political and market conditions in the U.S., Europe and elsewhere in the world that are beyond our control, including: •economic, political and geopolitical market conditions; •broad trends in business and finance; •concerns over inflation levels and recessions; •wavering institutional or retail confidence levels; •government or central bank actions, such as, but not limited to, tariffs, changes in government fiscal and monetary policy, or foreign currency exchange rates; •other legislative and regulatory changes; •the availability of short-term and long-term funding and capital; •the perceived attractiveness of the U.S., European, Canadian, Australian or Japanese capital markets; •the availability or perceived attractiveness of indices, such as the S&P 500 index, or alternative investment opportunities; •changes in the level of trading activity in underlying instruments; •changes and volatility in the prices of securities; •changes in the volume of foreign currency transactions; •changes in supply and demand for currencies; •movements in currency exchange rates; •the level and volatility of interest rates; •changes in the financial strength of market participants; •consolidation among market participants and market data subscribers; •unforeseen market closures, suspensions of open outcry trading or other disruptions in trading and clearing; and •disruptions due to terrorism, war, extreme weather events, pandemics or other catastrophes. Any of these factors, individually or collectively, could have a material adverse effect on our business, financial condition, and operating results by causing a substantial decline in the financial services markets and reducing trading and clearing volumes and demand for market data. 30 30 30 Table of Contents Table of Contents" }, { "status": "ADDED", "current_title": "A limited number of customers comprise a material portion of our revenues, and the loss of key customers or a significant reduction in trading or clearing volumes by key customers could adversely affect our operating results.", "prior_title": null, "current_body": "We generate a substantial portion of our revenues from a limited number of customers, which tend to be market makers, liquidity providers, proprietary traders, and global banks. For example, in 2024, our top ten customers accounted for approximately 50% of our revenues. This revenue was spread across various global regions and business segments and our customers are not subject to agreements that prohibit them from reducing or ceasing their transactions with us with little or no warning and without penalty. In addition, from time to time, certain customers may represent a significant portion of the open interest in various of our individual products or business segments, and a substantial decrease in their trading activity could have a negative impact on the liquidity of the particular product or business segment. The loss of, or a significant reduction in trading or clearing volumes by, one or more of our key customers could result in a decrease in our transaction and clearing fees, reduce the revenue we generate from sales of market data and negatively impact the liquidity of certain of our products, which could result in a material impact on our business, financial condition, and operating results. With respect to options, all contracts traded on our exchanges must be cleared through clearing members of OCC. As of December 31, 2024, there were 115 TPHs that are clearing members of OCC. Three clearing members accounted for approximately 79% of transaction and other fees collected through OCC in 2024. Additionally, the three largest clearing members clear the majority of the market-maker sides of transactions at Cboe Options, C2, BZX, EDGX and at all of the options exchanges. Should one of these clearing members or liquidity providers exit the business or withdraw from our options exchanges, impose additional market-maker financial requirements or if market-makers were unable to transfer to another clearing member or other liquidity providers were unable to provide additional liquidity, this could create a significant disruption to the options markets, including ours, which could result in lower volumes on our exchanges and thereby have a material impact on our business, financial condition, and operating results." }, { "status": "ADDED", "current_title": "Our decision to wind down the Cboe Digital spot crypto market may negatively impact our digital asset business.", "prior_title": null, "current_body": "In April 2024, we announced plans to wind down the spot crypto market offered by Cboe Digital and transition the cash-settled margin Bitcoin and Ether futures contracts currently listed on Cboe Digital Exchange to CFE, pending regulatory review. On May 31, 2024, we halted all trading on the Cboe Digital spot market. The Cboe Digital spot market is closed for all participant and trading purposes. The Company expects to maintain the derivatives clearing services currently operated by Cboe Clear U.S., integrating these functions and teams into the existing organizational structure. The Company has brought Cboe Clear U.S. under unified leadership with the Global Head of Clearing. In connection with shutting down the spot crypto exchange, the Company also determined to unwind the minority ownership structure in Cboe Digital. Our decision to wind down the Cboe Digital spot crypto market may adversely impact our ability to develop new products based on digital assets, including the development and distribution of digital asset indices for potential use in exchange traded products and other derivative product opportunities. The wind down could impact our reputation within the digital asset industry and negatively impact the demand for our Bitcoin and Ether futures contracts. We expect competition to increase as existing and new competitors introduce new products or enhance existing products and the wind down of the spot crypto market may impact how market participants perceive us. In addition, we may not be able to successfully transition Cboe Digital Exchange’s cash-settled margin Bitcoin and Ether futures contracts to CFE and integrate the clearing services currently operated by Cboe Clear U.S. into the existing organizational structure." }, { "status": "ADDED", "current_title": "Cboe Digital’s clearinghouse operations are exposed to risks, including credit, liquidity, market and other risks related to the potential defaults of clearing members and other counterparties.", "prior_title": null, "current_body": "Cboe Digital is subject to risks related to operating its clearinghouse, Cboe Clear U.S., which is a derivatives clearing organization (“DCO”) registered with the CFTC. Risks associated with the operation of Cboe Clear U.S. include failing to meet strict business continuity and financial resources requirements and regulatory oversight, risks of default by clearing members and counterparties due to bankruptcy, lack of liquidity, operational failure or other reasons. Trading in Bitcoin and Ether futures with margin treatment began in January 2024 and we could experience losses in excess of the collateral, which may have an adverse effect on our business, if a clearing participant defaults on its obligations to our clearinghouse, and its margin and its guaranty fund deposits are insufficient to meet its obligations." }, { "status": "ADDED", "current_title": "If our risk management and compliance methods are not effective, we may suffer adverse consequences, such as investigations and enforcement actions from regulators, our business, financial condition, and operating results may be adversely affected.", "prior_title": null, "current_body": "We maintain risk management, compliance and monitoring policies, procedures and programs that are reasonably designed to help with our compliance with applicable laws and rules and to prevent, detect, deter, monitor and manage our risks, including enterprise risk, compliance, regulatory, and internal audit programs, but such policies, procedures and programs may not be fully effective in their operation. Further, we face the risk of intervention by regulatory authorities, including extensive examination and surveillance activity. In the case of actual or alleged non-compliance with applicable laws or regulations, we could be subject to investigations and judicial or administrative proceedings that may result in penalties, settlements or civil lawsuits, including by customers, or third parties, for damages, which may be substantial. For example, the SEC has previously brought actions against exchange operators, including us, for failing to fulfill their obligations to have an effective regulatory system. Further, as a result of ongoing risk management and related market surveillance review activities, we have identified, addressed, and continue to address potential market surveillance enhancement opportunities. Any failure to comply with applicable laws and rules could materially adversely affect our business, reputation, financial condition, and operating results and, in extreme cases, our ability to conduct our business or portions thereof. As the parent company for SROs, other markets, and clearinghouses, we are responsible for maintaining markets that comply with securities and futures laws, SEC, FCA, AFM, DNB, CIRO, OSC, ASIC, JFSA, JSDA, ESMA, and CFTC regulations and the rules of the respective exchanges, markets and clearinghouses. We have methods to identify, monitor and manage our risks. Management of legal, compliance, and regulatory risk, among other risks, requires policies and procedures to properly monitor and manage risk. Additionally, as we continue to integrate the technology, associates, and processes of acquisitions, we may not be able to identify additional risks. Further, the practices we utilize to integrate these acquisitions may not be effective at identifying or monitoring and managing risks related to ongoing integration activities. If our policies, procedures, and compliance systems are not effective or we are not successful in monitoring or evaluating the risks to which we are or may be exposed, our business, reputation, financial condition, and operating results could be materially adversely affected. We cannot provide assurance that our policies and procedures will always be effective, or that our management, compliance department, risk department, regulatory department and related enterprise risk management framework, including the three lines of defense approach, and internal audit department would be able to identify any such ineffectiveness. If these departments or the enterprise risk management framework, and related policies and procedures are not effective, we may be subject to monetary or other penalties by our regulators, and our insurance policies may not provide adequate coverage." }, { "status": "ADDED", "current_title": "If our goodwill, long-lived assets, investments in non-consolidated subsidiaries and intangible assets become impaired, the resulting charge to earnings may be significant.", "prior_title": null, "current_body": "We are required to assess investments in non-consolidated subsidiaries and intangible assets for impairment at least annually. Goodwill impairment testing is performed annually in the fiscal fourth quarter or more frequently if conditions exist that indicate that the asset may be impaired. In the future, we may take charges against earnings resulting from impairment. For example, in 2022, the Company previously recorded goodwill impairment charges of $460.9 million related to Cboe Digital, resulting in decreases in the carrying value of Cboe Digital. Any determination requiring the write-off of a significant portion of our goodwill, long-lived assets, intangible assets or investments in non-consolidated subsidiaries could materially adversely affect our results of operations and financial condition. As a result of the Company’s annual impairment analysis, completed in the fourth quarter of 2024, 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." }, { "status": "REMOVED", "current_title": null, "prior_title": "Our global operations are complex and subject us to increased business and economic risks that could adversely affect our financial results.", "prior_body": "In addition to our operations in the U.S., we have operations in the UK, continental Europe, Canada, Hong Kong, Australia, Japan, Philippines, and Singapore. In connection with our expanded global operations, we face certain risks inherent in doing business globally. These risks include: ​ ​ If we are unable to manage the complexity of our global operations successfully, or if the risks above become substantial for us, our financial performance and operating results could suffer. Further, any measures we may implement to reduce risks of our global operations may not be effective, may increase our expenses and may require significant management time and effort. ​ More specifically, we have exposure to exchange rate movements between the British pound, the Euro, the Canadian dollar, the Hong Kong dollar, the Australian dollar, the Japanese Yen, the Philippine Peso, and the Singapore dollar against the U.S. dollar. Significant inflation or changes in foreign exchange rates with respect to one or more of these currencies could occur as a result of general economic or political conditions, acts of war or terrorism, changes in governmental monetary or tax policy, or changes in local interest rates. These exchange rate differences would affect the translation of our non-U.S. results of operations and financial condition into U.S. dollars as part of our consolidated financial statements. See Note 16 (“Segment Reporting”) for additional information about the Company’s geographic exposure. ​ 43 43 Table of ContentsWe and our licensors may not be able to protect our respective intellectual property rights.We rely on patent, trade secret, copyright and trademark laws, the law of the doctrine of misappropriation and contractual provisions to protect our proprietary technology, proprietary products, index methodologies and other proprietary rights. In addition, we rely on the intellectual property rights of our licensors in connection with our listing of exclusively-licensed index options and futures products. We and our licensors may not be able to prevent third parties from copying, or otherwise obtaining and using, our intellectual property without authorization, listing our proprietary or exclusively-licensed index products without licenses or otherwise infringing on our rights. We and our licensors may have to rely on litigation to enforce our intellectual property rights, determine the validity and scope of the proprietary rights of others or defend against claims of infringement or invalidity. We and our licensors may not be successful in this regard. Such litigation, whether successful or unsuccessful, could result in substantial costs to us, diversion of our resources or a reduction in our revenues, any of which could materially adversely affect our business.Our clearinghouse operations expose us to associated risks, including credit, liquidity, market and other risks related to the defaults of clearing participants and other counterparties, and risks related to investing of collateral.​We are subject to risks related to operating our clearinghouse, Cboe Clear Europe, including the risks of failing to meet strict business continuity requirements and regulatory oversight, risks of default by clearing participants and counterparties, due to bankruptcy, lack of liquidity, operational failure or other reasons, the risks associated with the adequacy of participants’ margin, default and interoperable funds, and risks related to investing of such funds. These risks could subject our business to substantial losses, reputational harm, regulatory consequences, including litigation, fines and enforcement actions, and the inability to operate our business, including the continued development of the European derivatives buildout. See below for additional risks related to our digital asset clearinghouse, Cboe Clear Digital.To mitigate the credit risks related to defaults of clearing participants and other counterparties, including the market risk that we would only be able to close out a defaulting participant’s positions at a loss, there are minimum participation criteria to become a clearing participant and clearing participants are required to provide collateral to cover the margin requirement and default fund contributions. Furthermore, Cboe Clear Europe interoperates with two central counterparties and requires its applicable participants to make deposits to an interoperable fund, which are pledged to the interoperable central counterparties. No guarantee can be given that the collateral provided will at all times be sufficient, maintain its value, or provide absolute assurance against us experiencing financial losses from defaults by the participants or counterparties on their obligations. In addition, although such collateral is preferably held in European central banks, Cboe Clear Europe also holds collateral in central securities depositories and commercial banks, which can expose us to risk of default by those institutions, and invests cash collateral in accordance with its investment policy, such as in securities issued by pre-approved sovereign issuers and reverse repurchase agreements with overnight maturities, which expose us to risk of counterparty default which may result in losses and cause its clearing participants to lose confidence in our clearinghouse.Cboe Clear Europe entered into a €1.25 billion committed syndicated multicurrency revolving and swingline credit facility that is available to be drawn by Cboe Clear Europe towards (a) financing unsettled amounts in connection with the settlement of transactions in securities and other items processed through Cboe Clear Europe’s clearing system and (b) financing any other liability or liquidity requirement of Cboe Clear Europe incurred in the operation of its clearing system, however we can give no assurance that this facility will be sufficient to meet all such obligations or sufficiently mitigate Cboe Clear Europe’s liquidity risk to meet its payment obligations when due. Substantial amounts of the collateral, and any amounts drawn under this facility, may be at risk if a clearing participant defaults on its obligations to our clearinghouse and its margin, default and interoperability fund deposits are insufficient to meet its obligations. This facility is expected to terminate on June 28, 2024 and we may not be able to enter into a replacement facility on commercially reasonable terms, or at all. Additionally, investment losses in excess of capital set aside by Cboe Clear Europe for counterparty risk are allocated back to clearing participants. We cannot assure you that the mitigating measures, policies, safeguards and risk management procedures will be sufficient to detect problems or to protect us from a default or that we will not be materially and adversely affected in the event of a significant default. Computer and communications systems failures and capacity constraints could harm our reputation and our business.​Our business depends on the integrity and performance of our computer and communications systems. If our systems cannot expand to cope with increased demand or otherwise fail to perform, as a result of a number of potential causes, including technical failure, natural disasters, extreme weather events, flooding, fraud or security attacks that we cannot predict or prevent, and cannot be replaced in a sufficiently short time period, we could experience unanticipated 44 Table of Contents Table of Contents Table of Contents We and our licensors may not be able to protect our respective intellectual property rights.We rely on patent, trade secret, copyright and trademark laws, the law of the doctrine of misappropriation and contractual provisions to protect our proprietary technology, proprietary products, index methodologies and other proprietary rights. In addition, we rely on the intellectual property rights of our licensors in connection with our listing of exclusively-licensed index options and futures products. We and our licensors may not be able to prevent third parties from copying, or otherwise obtaining and using, our intellectual property without authorization, listing our proprietary or exclusively-licensed index products without licenses or otherwise infringing on our rights. We and our licensors may have to rely on litigation to enforce our intellectual property rights, determine the validity and scope of the proprietary rights of others or defend against claims of infringement or invalidity. We and our licensors may not be successful in this regard. Such litigation, whether successful or unsuccessful, could result in substantial costs to us, diversion of our resources or a reduction in our revenues, any of which could materially adversely affect our business.Our clearinghouse operations expose us to associated risks, including credit, liquidity, market and other risks related to the defaults of clearing participants and other counterparties, and risks related to investing of collateral.​We are subject to risks related to operating our clearinghouse, Cboe Clear Europe, including the risks of failing to meet strict business continuity requirements and regulatory oversight, risks of default by clearing participants and counterparties, due to bankruptcy, lack of liquidity, operational failure or other reasons, the risks associated with the adequacy of participants’ margin, default and interoperable funds, and risks related to investing of such funds. These risks could subject our business to substantial losses, reputational harm, regulatory consequences, including litigation, fines and enforcement actions, and the inability to operate our business, including the continued development of the European derivatives buildout. See below for additional risks related to our digital asset clearinghouse, Cboe Clear Digital.To mitigate the credit risks related to defaults of clearing participants and other counterparties, including the market risk that we would only be able to close out a defaulting participant’s positions at a loss, there are minimum participation criteria to become a clearing participant and clearing participants are required to provide collateral to cover the margin requirement and default fund contributions. Furthermore, Cboe Clear Europe interoperates with two central counterparties and requires its applicable participants to make deposits to an interoperable fund, which are pledged to the interoperable central counterparties. No guarantee can be given that the collateral provided will at all times be sufficient, maintain its value, or provide absolute assurance against us experiencing financial losses from defaults by the participants or counterparties on their obligations. In addition, although such collateral is preferably held in European central banks, Cboe Clear Europe also holds collateral in central securities depositories and commercial banks, which can expose us to risk of default by those institutions, and invests cash collateral in accordance with its investment policy, such as in securities issued by pre-approved sovereign issuers and reverse repurchase agreements with overnight maturities, which expose us to risk of counterparty default which may result in losses and cause its clearing participants to lose confidence in our clearinghouse.Cboe Clear Europe entered into a €1.25 billion committed syndicated multicurrency revolving and swingline credit facility that is available to be drawn by Cboe Clear Europe towards (a) financing unsettled amounts in connection with the settlement of transactions in securities and other items processed through Cboe Clear Europe’s clearing system and (b) financing any other liability or liquidity requirement of Cboe Clear Europe incurred in the operation of its clearing system, however we can give no assurance that this facility will be sufficient to meet all such obligations or sufficiently mitigate Cboe Clear Europe’s liquidity risk to meet its payment obligations when due. Substantial amounts of the collateral, and any amounts drawn under this facility, may be at risk if a clearing participant defaults on its obligations to our clearinghouse and its margin, default and interoperability fund deposits are insufficient to meet its obligations. This facility is expected to terminate on June 28, 2024 and we may not be able to enter into a replacement facility on commercially reasonable terms, or at all. Additionally, investment losses in excess of capital set aside by Cboe Clear Europe for counterparty risk are allocated back to clearing participants. We cannot assure you that the mitigating measures, policies, safeguards and risk management procedures will be sufficient to detect problems or to protect us from a default or that we will not be materially and adversely affected in the event of a significant default. Computer and communications systems failures and capacity constraints could harm our reputation and our business.​Our business depends on the integrity and performance of our computer and communications systems. If our systems cannot expand to cope with increased demand or otherwise fail to perform, as a result of a number of potential causes, including technical failure, natural disasters, extreme weather events, flooding, fraud or security attacks that we cannot predict or prevent, and cannot be replaced in a sufficiently short time period, we could experience unanticipated" }, { "status": "REMOVED", "current_title": null, "prior_title": "A pandemic, such as the COVID-19 pandemic, and its effects may have significant impacts on economies around the world. Impacts of a pandemic could also have a material adverse effect on our business, financial condition, operating results and cash flows.", "prior_body": "A pandemic, such as the COVID-19 pandemic, may have significant impacts on economies around the world. Governments, public institutions, and other organizations around the world may take or reimpose previous, emergency measures to combat a potential pandemic, including vaccination requirements, implementation of travel bans, stay-at-home orders, border closures, and closures of offices, factories, schools, public buildings and businesses. These measures may disrupt the supply chain and may interfere with the ability of our employees, vendors, technology equipment suppliers, data and disaster recovery centers, and other service providers to perform their respective responsibilities and obligations relative to the conduct of our business. In addition to uncertain expenses and impacts to our business we may incur due to a pandemic as part of us providing a safe and healthy work and trading environment, employees working remotely from different locations and in connection with our return to our offices, we may also be subject to claims from employees or customers alleging failure to maintain safe premises and restrictions with respect to protocols relating to such pandemic. Further, changes in trading behavior, impacts to trading behavior due to market disruptions, temporary suspensions of open outcry trading, temporary regulatory measures and other future developments caused by the effects of a pandemic, including a re-occurrence of cases and the emergence of variants, 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 and could heighten many of the other risks described herein." }, { "status": "REMOVED", "current_title": null, "prior_title": "We are subject to litigation risks and other liabilities.", "prior_body": "Many aspects of our business involve substantial risks of litigation and other liabilities. Although under current law we expect to be immune from private suits arising from conduct within our regulatory authority and from acts and forbearances incident to the exercise of our regulatory authority, we expect this immunity will only cover certain of our activities in the U.S., and we could be exposed to liability under foreign, national and local laws, court decisions and rules and regulations promulgated by regulatory agencies. Some of our other liability risks arise under the laws and regulations relating to the tax, employment, intellectual property, anti-money laundering, technology export, cybersecurity, foreign asset controls, foreign corrupt practices, employee labor and employment areas, including anti-discrimination and fair-pay laws and regulations, and the businesses of companies listed on any of our exchanges. Liability could also result from disputes over the terms of a trade executed on one of our markets, claims that a system failure or delay cost a customer money, claims we entered into an unauthorized transaction or claims that we provided materially false or misleading statements in connection with a transaction. For example, we are subject to on-going legal disputes that could result in the payment of fines, penalties or damages and could expose us to additional liability in the future. See Item 3 “Legal Proceedings” in this Annual Report for a general description of our legal proceedings and claims and Note 23 (“Commitments, Contingencies, and Guarantees – Legal Proceedings”) to the consolidated financial statements and related notes, which are included elsewhere in this Annual Report, for a summary of specific legal proceedings. 53 53 Table of ContentsFurther, we could incur significant expenses vigorously defending the claims mentioned above (including those found to be barred due to immunity) and any future claims, even those without merit, which could adversely affect our business, financial condition and operating results. The outcomes of existing claims and any future claims cannot be determined and an adverse resolution of any lawsuit or claim against us may require us to pay substantial damages or impose restrictions on how we conduct business, either of which could adversely affect our business, financial condition and operating results. In addition, we may have to establish accruals for those matters in circumstances when a loss contingency is considered probable and the related amount is reasonably estimable. Any such accruals may be adjusted as circumstances change. Risks Related to Our Common Stock and Indebtedness We have outstanding indebtedness and commitments, which may decrease our business flexibility and adversely affect our business, financial condition and operating results.As of December 31, 2023, we had $647.9 million of senior unsecured notes due 2027, $494.8 million of senior unsecured notes due 2030, $296.4 million of senior unsecured notes due 2032, no funds outstanding under our revolving credit facility and no funds outstanding under the Cboe Clear Europe credit facility. In 2023, we terminated and paid off outstanding amounts under our term loan facility. The financial and other covenants to which we have agreed and our indebtedness may have the effect of reducing our flexibility to respond to changing business and economic conditions, thereby placing us at a competitive disadvantage compared to competitors that have less indebtedness and making us more vulnerable to general adverse economic and industry conditions. Further, we may default on our obligations or violate the covenants, in which case, we may be required to seek a waiver of such default or the debt obligations may be accelerated. A default under any of our indebtedness with cross default provisions could result in a default on our other indebtedness. Our indebtedness may also increase future borrowing costs, and the covenants pertaining thereto may also limit our ability to repurchase shares of our common stock, increase dividends or obtain additional financing to fund working capital, capital expenditures, acquisitions or general corporate requirements. We are also required to dedicate a larger portion of our cash flow from operations to payments on our indebtedness, thereby reducing the availability of our cash flow for other purposes, including working capital, capital expenditures, regulatory capital requirements, and general corporate purposes. Also, our ability to fund capital expenditures and return capital to stockholders may depend on the amount of capital held due to regulatory capital requirements and the amount of capital committed related to lines of credit granted by the Company to our subsidiaries in connection with their regulatory capital requirements.Our ability to make payments on and to refinance our debt obligations and to fund planned capital expenditures depend on our ability to generate cash from our operations. This, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control. We may not be able to refinance any of our indebtedness on commercially reasonable terms, or at all. If we cannot service our indebtedness, we may have to take actions such as selling assets, seeking additional equity or reducing or delaying capital expenditures, strategic acquisitions, investments and alliances, any of which could impede the implementation of our business strategy or prevent us from entering into transactions that would otherwise benefit our business. Additionally, we may not be able to affect such actions, if necessary, on commercially reasonable terms, or at all. Any of the foregoing consequences could materially adversely affect our business, financial condition and operating results.Deterioration in our credit profile may increase our costs of borrowing money.As of December 31, 2023, we have investment grade credit ratings from S&P Global Ratings (A-) and Moody’s Investor Service (A3). Ratings from credit agencies are not recommendations to buy, sell or hold our securities, and each rating should be evaluated independently of any other rating. There is no assurance that we will maintain such credit ratings, since credit ratings may be lowered or withdrawn entirely by a rating agency if, in its judgment, the circumstances warrant. If a rating agency were to downgrade our rating below investment grade, our borrowing costs could increase. If our goodwill, long-lived assets, investments in non-consolidated subsidiaries and intangible assets become impaired, the resulting charge to earnings may be significant.We are required to assess investments in non-consolidated subsidiaries and intangible assets for impairment at least annually. Goodwill impairment testing is performed annually in the fiscal fourth quarter or more frequently if conditions exist that indicate that the asset may be impaired. In the future, we may take charges against earnings resulting from impairment. For example, in 2022, the Company previously recorded goodwill impairment charges of $460.9 million 54 Table of Contents Table of Contents Table of Contents Further, we could incur significant expenses vigorously defending the claims mentioned above (including those found to be barred due to immunity) and any future claims, even those without merit, which could adversely affect our business, financial condition and operating results. The outcomes of existing claims and any future claims cannot be determined and an adverse resolution of any lawsuit or claim against us may require us to pay substantial damages or impose restrictions on how we conduct business, either of which could adversely affect our business, financial condition and operating results. In addition, we may have to establish accruals for those matters in circumstances when a loss contingency is considered probable and the related amount is reasonably estimable. Any such accruals may be adjusted as circumstances change. Risks Related to Our Common Stock and Indebtedness We have outstanding indebtedness and commitments, which may decrease our business flexibility and adversely affect our business, financial condition and operating results.As of December 31, 2023, we had $647.9 million of senior unsecured notes due 2027, $494.8 million of senior unsecured notes due 2030, $296.4 million of senior unsecured notes due 2032, no funds outstanding under our revolving credit facility and no funds outstanding under the Cboe Clear Europe credit facility. In 2023, we terminated and paid off outstanding amounts under our term loan facility. The financial and other covenants to which we have agreed and our indebtedness may have the effect of reducing our flexibility to respond to changing business and economic conditions, thereby placing us at a competitive disadvantage compared to competitors that have less indebtedness and making us more vulnerable to general adverse economic and industry conditions. Further, we may default on our obligations or violate the covenants, in which case, we may be required to seek a waiver of such default or the debt obligations may be accelerated. A default under any of our indebtedness with cross default provisions could result in a default on our other indebtedness. Our indebtedness may also increase future borrowing costs, and the covenants pertaining thereto may also limit our ability to repurchase shares of our common stock, increase dividends or obtain additional financing to fund working capital, capital expenditures, acquisitions or general corporate requirements. We are also required to dedicate a larger portion of our cash flow from operations to payments on our indebtedness, thereby reducing the availability of our cash flow for other purposes, including working capital, capital expenditures, regulatory capital requirements, and general corporate purposes. Also, our ability to fund capital expenditures and return capital to stockholders may depend on the amount of capital held due to regulatory capital requirements and the amount of capital committed related to lines of credit granted by the Company to our subsidiaries in connection with their regulatory capital requirements.Our ability to make payments on and to refinance our debt obligations and to fund planned capital expenditures depend on our ability to generate cash from our operations. This, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control. We may not be able to refinance any of our indebtedness on commercially reasonable terms, or at all. If we cannot service our indebtedness, we may have to take actions such as selling assets, seeking additional equity or reducing or delaying capital expenditures, strategic acquisitions, investments and alliances, any of which could impede the implementation of our business strategy or prevent us from entering into transactions that would otherwise benefit our business. Additionally, we may not be able to affect such actions, if necessary, on commercially reasonable terms, or at all. Any of the foregoing consequences could materially adversely affect our business, financial condition and operating results.Deterioration in our credit profile may increase our costs of borrowing money.As of December 31, 2023, we have investment grade credit ratings from S&P Global Ratings (A-) and Moody’s Investor Service (A3). Ratings from credit agencies are not recommendations to buy, sell or hold our securities, and each rating should be evaluated independently of any other rating. There is no assurance that we will maintain such credit ratings, since credit ratings may be lowered or withdrawn entirely by a rating agency if, in its judgment, the circumstances warrant. If a rating agency were to downgrade our rating below investment grade, our borrowing costs could increase. If our goodwill, long-lived assets, investments in non-consolidated subsidiaries and intangible assets become impaired, the resulting charge to earnings may be significant.We are required to assess investments in non-consolidated subsidiaries and intangible assets for impairment at least annually. Goodwill impairment testing is performed annually in the fiscal fourth quarter or more frequently if conditions exist that indicate that the asset may be impaired. In the future, we may take charges against earnings resulting from impairment. For example, in 2022, the Company previously recorded goodwill impairment charges of $460.9 million Further, we could incur significant expenses vigorously defending the claims mentioned above (including those found to be barred due to immunity) and any future claims, even those without merit, which could adversely affect our business, financial condition and operating results. The outcomes of existing claims and any future claims cannot be determined and an adverse resolution of any lawsuit or claim against us may require us to pay substantial damages or impose restrictions on how we conduct business, either of which could adversely affect our business, financial condition and operating results. In addition, we may have to establish accruals for those matters in circumstances when a loss contingency is considered probable and the related amount is reasonably estimable. Any such accruals may be adjusted as circumstances change." }, { "status": "REMOVED", "current_title": null, "prior_title": "Certain provisions in our organizational documents and governing law could prevent or delay a change of control.", "prior_body": "Our organizational documents contain provisions that could block actions that stockholders might find favorable, including discouraging, delaying or preventing a change of control or any unsolicited acquisition proposals for us. These include provisions: ​ In addition, our organizational documents include provisions that: ​ Furthermore, our Board of Directors has the authority to issue shares of preferred stock in one or more series and to fix the rights and preferences of these shares without stockholder approval. Any series of our preferred stock is likely to be senior to our common stock with respect to dividends, liquidation rights and, possibly, voting rights. The ability of the Board of Directors to issue preferred stock also could have the effect of discouraging unsolicited acquisition proposals, thus materially adversely affecting the market price of our common stock. Delaware law makes it difficult for stockholders that have recently acquired a large interest in a corporation to cause the merger or acquisition of the corporation against the board’s wishes. Under Section 203 of the Delaware General Corporation Law, a Delaware corporation may not engage in any merger or other business combination with an interested stockholder for a period of three years following the date that the stockholder became an interested stockholder except in limited circumstances, including by approval of the corporation’s Board of Directors. Furthermore, the European countries where we operate regulated entities, such as the UK and Netherlands, may require prior governmental approval before an investor acquires 10% or more of the outstanding shares of our common stock. ​ 55 55 Table of ContentsRisks Relating to Our Cboe Digital BusinessWe may not realize the expected benefits of our acquisition of Cboe Digital and the acquisition introduces additional risks to our business due to its evolving business model.On May 2, 2022, the Company completed its acquisition of ErisX, which was subsequently rebranded as Cboe Digital. Cboe Digital operates a U.S.-based digital asset spot market, a regulated futures exchange and a regulated clearinghouse. Leveraging digital asset data from Cboe Digital’s and our existing index calculation capabilities, we intend to develop and distribute digital asset indices for potential use in exchange traded products and other derivative product opportunities. We also plan to develop a robust market data offering based on actionable bid and offer prices from the Cboe Digital spot crypto market, and ultimately intend to develop a benchmark to help Cboe Digital’s industry partners and other market participants evaluate the appropriateness of crypto execution prices and offer digital asset trading to their clients. We are subject to increased financial and reputational risks if there is a failure to develop and launch one or more of the anticipated products, or if the development or launch of a new product is unsuccessful. Also, there can be no assurance that we will be able to maintain the necessary regulatory approvals or receive support from market participants, industry partners and users to develop and launch products as planned, that Cboe Digital will continue to operate as anticipated, or that we will realize the expected return on our investment. Furthermore, our investment in Cboe Digital entails numerous risks, including risks relating to our ability to: ​●manage the complexity of its business model to stay current with the industry;●successfully enter categories and markets in which it may have limited or no prior experience;●successfully develop and integrate products, systems or personnel into its business operations; and●maintain required licenses and regulatory approvals for its business.​In addition, certain market participants acquired minority ownership interests in Cboe Digital and intend to serve as partners in the growth of the business. If these market participants do not serve as partners in the growth of the business, then we may not be able to realize the expected return on our investment. Insufficient participation from market participants in ownership and partnership may adversely affect the ability of Cboe Digital to operate as anticipated or grow, which may have a material adverse effect on the Cboe Digital business. As digital assets technologies evolve, Cboe Digital may add, modify or discontinue certain aspects of its business model relating to the product mix and service offerings. Future additions and modifications to Cboe Digital’s business will increase the complexity of its business and may place significant strain on our management, personnel, operations, systems, technical performance, financial resources and internal financial control and reporting functions. We cannot offer any assurance that these or any other additions or modifications will be successful or will not result in harm to our business. Additionally, sources of Cboe Digital revenue are dependent on digital assets and the broader blockchain ecosystem. Due to the highly volatile nature of the blockchain ecosystem and the prices of digital assets, Cboe Digital’s operating results have fluctuated, and may continue to fluctuate, significantly from period to period in accordance with market sentiments and movements in the broader blockchain ecosystem. Additionally, the blockchain ecosystem is highly innovative, rapidly evolving and characterized by intense competition, experimentation and frequent introductions of new products and services, and is subject to uncertain and evolving industry and regulatory requirements. We expect competition to increase in the future as existing and new competitors introduce new products or enhance existing products that may compete with Cboe Digital. We have limited experience applying Cboe Digital’s technology platform to a global exchange and clearing infrastructure for digital assets. The creation and operation of a global digital assets spot and derivatives trading market is subject to potential technical, legal and regulatory constraints. Any problems that we encounter with the operation of the Cboe Digital systems, including technical, legal and regulatory problems, could negatively impact our business and plan of operations.The characteristics of digital assets and digital asset platforms have been, and may in the future continue to be, exploited to facilitate illegal activity such as fraud, money laundering, tax evasion, ransomware scams and other types of cybercrime, as well as other technical issues, which could adversely affect the Cboe Digital business. Additionally, illegal activity conducted by other digital asset platforms in the digital asset space may erode trust in the digital asset industry which could have a broad-based negative reputational effect on the Cboe Digital business.Digital assets and the digital asset industry are relatively new and, in many cases, lightly regulated or largely unregulated. Digital asset platforms on which digital assets trade pose special risks, as these platforms are generally relatively new and the rules governing their activities are unsettled and their activities could be largely unregulated, and may therefore be more exposed to theft, fraud, and failure than established, regulated exchanges for other products. 56 Table of Contents Table of Contents Table of Contents Risks Relating to Our Cboe Digital BusinessWe may not realize the expected benefits of our acquisition of Cboe Digital and the acquisition introduces additional risks to our business due to its evolving business model.On May 2, 2022, the Company completed its acquisition of ErisX, which was subsequently rebranded as Cboe Digital. Cboe Digital operates a U.S.-based digital asset spot market, a regulated futures exchange and a regulated clearinghouse. Leveraging digital asset data from Cboe Digital’s and our existing index calculation capabilities, we intend to develop and distribute digital asset indices for potential use in exchange traded products and other derivative product opportunities. We also plan to develop a robust market data offering based on actionable bid and offer prices from the Cboe Digital spot crypto market, and ultimately intend to develop a benchmark to help Cboe Digital’s industry partners and other market participants evaluate the appropriateness of crypto execution prices and offer digital asset trading to their clients. We are subject to increased financial and reputational risks if there is a failure to develop and launch one or more of the anticipated products, or if the development or launch of a new product is unsuccessful. Also, there can be no assurance that we will be able to maintain the necessary regulatory approvals or receive support from market participants, industry partners and users to develop and launch products as planned, that Cboe Digital will continue to operate as anticipated, or that we will realize the expected return on our investment. Furthermore, our investment in Cboe Digital entails numerous risks, including risks relating to our ability to: ​●manage the complexity of its business model to stay current with the industry;●successfully enter categories and markets in which it may have limited or no prior experience;●successfully develop and integrate products, systems or personnel into its business operations; and●maintain required licenses and regulatory approvals for its business.​In addition, certain market participants acquired minority ownership interests in Cboe Digital and intend to serve as partners in the growth of the business. If these market participants do not serve as partners in the growth of the business, then we may not be able to realize the expected return on our investment. Insufficient participation from market participants in ownership and partnership may adversely affect the ability of Cboe Digital to operate as anticipated or grow, which may have a material adverse effect on the Cboe Digital business. As digital assets technologies evolve, Cboe Digital may add, modify or discontinue certain aspects of its business model relating to the product mix and service offerings. Future additions and modifications to Cboe Digital’s business will increase the complexity of its business and may place significant strain on our management, personnel, operations, systems, technical performance, financial resources and internal financial control and reporting functions. We cannot offer any assurance that these or any other additions or modifications will be successful or will not result in harm to our business. Additionally, sources of Cboe Digital revenue are dependent on digital assets and the broader blockchain ecosystem. Due to the highly volatile nature of the blockchain ecosystem and the prices of digital assets, Cboe Digital’s operating results have fluctuated, and may continue to fluctuate, significantly from period to period in accordance with market sentiments and movements in the broader blockchain ecosystem. Additionally, the blockchain ecosystem is highly innovative, rapidly evolving and characterized by intense competition, experimentation and frequent introductions of new products and services, and is subject to uncertain and evolving industry and regulatory requirements. We expect competition to increase in the future as existing and new competitors introduce new products or enhance existing products that may compete with Cboe Digital. We have limited experience applying Cboe Digital’s technology platform to a global exchange and clearing infrastructure for digital assets. The creation and operation of a global digital assets spot and derivatives trading market is subject to potential technical, legal and regulatory constraints. Any problems that we encounter with the operation of the Cboe Digital systems, including technical, legal and regulatory problems, could negatively impact our business and plan of operations.The characteristics of digital assets and digital asset platforms have been, and may in the future continue to be, exploited to facilitate illegal activity such as fraud, money laundering, tax evasion, ransomware scams and other types of cybercrime, as well as other technical issues, which could adversely affect the Cboe Digital business. Additionally, illegal activity conducted by other digital asset platforms in the digital asset space may erode trust in the digital asset industry which could have a broad-based negative reputational effect on the Cboe Digital business.Digital assets and the digital asset industry are relatively new and, in many cases, lightly regulated or largely unregulated. Digital asset platforms on which digital assets trade pose special risks, as these platforms are generally relatively new and the rules governing their activities are unsettled and their activities could be largely unregulated, and may therefore be more exposed to theft, fraud, and failure than established, regulated exchanges for other products." }, { "status": "REMOVED", "current_title": null, "prior_title": "We may not realize the expected benefits of our acquisition of Cboe Digital and the acquisition introduces additional risks to our business due to its evolving business model.", "prior_body": "On May 2, 2022, the Company completed its acquisition of ErisX, which was subsequently rebranded as Cboe Digital. Cboe Digital operates a U.S.-based digital asset spot market, a regulated futures exchange and a regulated clearinghouse. Leveraging digital asset data from Cboe Digital’s and our existing index calculation capabilities, we intend to develop and distribute digital asset indices for potential use in exchange traded products and other derivative product opportunities. We also plan to develop a robust market data offering based on actionable bid and offer prices from the Cboe Digital spot crypto market, and ultimately intend to develop a benchmark to help Cboe Digital’s industry partners and other market participants evaluate the appropriateness of crypto execution prices and offer digital asset trading to their clients. We are subject to increased financial and reputational risks if there is a failure to develop and launch one or more of the anticipated products, or if the development or launch of a new product is unsuccessful. Also, there can be no assurance that we will be able to maintain the necessary regulatory approvals or receive support from market participants, industry partners and users to develop and launch products as planned, that Cboe Digital will continue to operate as anticipated, or that we will realize the expected return on our investment. Furthermore, our investment in Cboe Digital entails numerous risks, including risks relating to our ability to: ​ ​ In addition, certain market participants acquired minority ownership interests in Cboe Digital and intend to serve as partners in the growth of the business. If these market participants do not serve as partners in the growth of the business, then we may not be able to realize the expected return on our investment. Insufficient participation from market participants in ownership and partnership may adversely affect the ability of Cboe Digital to operate as anticipated or grow, which may have a material adverse effect on the Cboe Digital business. As digital assets technologies evolve, Cboe Digital may add, modify or discontinue certain aspects of its business model relating to the product mix and service offerings. Future additions and modifications to Cboe Digital’s business will increase the complexity of its business and may place significant strain on our management, personnel, operations, systems, technical performance, financial resources and internal financial control and reporting functions. We cannot offer any assurance that these or any other additions or modifications will be successful or will not result in harm to our business. Additionally, sources of Cboe Digital revenue are dependent on digital assets and the broader blockchain ecosystem. Due to the highly volatile nature of the blockchain ecosystem and the prices of digital assets, Cboe Digital’s operating results have fluctuated, and may continue to fluctuate, significantly from period to period in accordance with market sentiments and movements in the broader blockchain ecosystem. Additionally, the blockchain ecosystem is highly innovative, rapidly evolving and characterized by intense competition, experimentation and frequent introductions of new products and services, and is subject to uncertain and evolving industry and regulatory requirements. We expect competition to increase in the future as existing and new competitors introduce new products or enhance existing products that may compete with Cboe Digital. We have limited experience applying Cboe Digital’s technology platform to a global exchange and clearing infrastructure for digital assets. The creation and operation of a global digital assets spot and derivatives trading market is subject to potential technical, legal and regulatory constraints. Any problems that we encounter with the operation of the Cboe Digital systems, including technical, legal and regulatory problems, could negatively impact our business and plan of operations." }, { "status": "REMOVED", "current_title": null, "prior_title": "The characteristics of digital assets and digital asset platforms have been, and may in the future continue to be, exploited to facilitate illegal activity such as fraud, money laundering, tax evasion, ransomware scams and other types of cybercrime, as well as other technical issues, which could adversely affect the Cboe Digital business. Additionally, illegal activity conducted by other digital asset platforms in the digital asset space may erode trust in the digital asset industry which could have a broad-based negative reputational effect on the Cboe Digital business.", "prior_body": "Digital assets and the digital asset industry are relatively new and, in many cases, lightly regulated or largely unregulated. Digital asset platforms on which digital assets trade pose special risks, as these platforms are generally relatively new and the rules governing their activities are unsettled and their activities could be largely unregulated, and may therefore be more exposed to theft, fraud, and failure than established, regulated exchanges for other products. 56 56 Table of ContentsSome types of digital assets, particularly cryptocurrencies, have characteristics, such as the speed with which transactions can be conducted, the ability to conduct transactions without the involvement of regulated intermediaries, the ability to engage in transactions across multiple jurisdictions, the irreversible nature of certain transactions and encryption technology that anonymizes these transactions, that make those assets potentially susceptible to use in illegal activity such as fraud, money laundering, tax evasion, ransomware scams and other types of cybercrime. Digital asset platforms have been shut down or experienced losses of assets placed on the platform as a result of cybercrime, and any such event is likely to result in the complete loss of assets placed on such a platform. Any governmental or regulatory action against such a digital asset trading platform may cause assets on such platform to become frozen for a substantial period of time or forfeited, and could result in material opportunity costs or even in the total loss of such assets. In addition, banks may refuse to process or support wire transfers to or from digital asset trading platforms. While we believe that our risk management and compliance framework is reasonably designed to detect any such illicit activities, we cannot ensure that we will be able to detect such illegal activity in all instances. Because the speed, irreversibility and anonymity of certain digital asset transactions potentially makes them difficult to track, fraudulent transactions may be more likely to occur. Cboe Digital may be specifically targeted by individuals seeking to conduct transfers for fraudulent purposes, and it may be difficult or impossible for us to detect and avoid such transactions in certain circumstances.Various other technical issues with blockchain networks have also been uncovered from time to time that resulted in disabled functionality, exposure of certain users’ personal data, theft of users’ assets, and other negative consequences, and which required resolution with the attention and efforts of their global miner, user and development communities. If any such risks or other risks materialize, the development and growth of digital assets may be significantly affected and, as a result, our Cboe Digital business, operating results and financial condition could be adversely affected. Recent illegal activity by other institutions in the digital asset space may have a negative impact on our customer’s and regulators’ view of the digital asset industry as a whole and result in broadly applied reputational harm. Though we cannot control the actions of other entities in the digital asset space, Cboe Digital subscribes to strict risk management processes that are reviewed and updated to help prevent illegal activity from occurring within Cboe Digital.Digital assets, digital asset trading platforms and blockchains are currently subject to many different, and potentially overlapping, regulatory regimes, and may in the future be subject to different regulatory regimes than those that are currently in effect. The current and future operation of Cboe Digital may increase our regulatory costs and risks, and there can be no assurance that our employees or agents will not violate applicable laws and regulations.Various aspects of the business that we are engaging in, or planning to engage in, through Cboe Digital are heavily regulated. The Cboe Digital futures exchange and clearinghouse are regulated by the CFTC. The Cboe Digital clearinghouse is registered with the Financial Crimes Enforcement Network as a money services business; licensed as a money transmitter in many U.S. states and territories; and holds a BitLicense from the New York Department of Financial Services. Further, the regulatory and legislative framework is unsettled with respect to many forms of digital assets, which means that federal or state regulators or legislators may in the future curtail or prohibit the acquisition, use or redemption of certain digital assets. Ownership of, holding or trading in certain digital assets may become subject to litigation. In light of recent events in the digital asset environment, including the volatility of digital asset markets in 2022, ongoing litigation between digital asset market participants and federal regulators, and large-scale enforcement activity such as the Binance guilty plea, Federal regulators, state regulators and legislators are increasingly looking to take regulatory or legislative actions, such as the potential digital asset legislation discussed above. Such action may require additional resources for Cboe Digital to comply with any new regulations and laws and increase the cost and/or subject us and other companies to additional regulations and laws regarding custody or facilitating the trading of digital assets, which may have a material adverse effect on the Cboe Digital business. As a money service business, we are also subject to federal and state anti-money laundering and counter-terrorism financing laws and regulations. In addition, as we expand the Cboe Digital business to new products and services, we may come under the jurisdiction of additional regulators - both with respect to jurisdiction and subject matter. Certain jurisdictions may impose restrictions on the ability to trade specific certain digital assets or at all. Any failure or perceived failure to comply with existing or new laws, regulations, or orders of any governmental authority (including changes to or expansion of the interpretation of those laws, regulations, or orders), including those discussed in this risk factor, may subject us to significant fines, penalties, criminal and civil lawsuits, forfeiture of significant assets, and enforcement, result in additional compliance and licensure requirements, increase regulatory scrutiny of its business, restrict Cboe Digital’s operations, and force Cboe Digital to change its business practices, make product or operational changes, or delay planned product launches or improvements. 57 Table of Contents Table of Contents Table of Contents Some types of digital assets, particularly cryptocurrencies, have characteristics, such as the speed with which transactions can be conducted, the ability to conduct transactions without the involvement of regulated intermediaries, the ability to engage in transactions across multiple jurisdictions, the irreversible nature of certain transactions and encryption technology that anonymizes these transactions, that make those assets potentially susceptible to use in illegal activity such as fraud, money laundering, tax evasion, ransomware scams and other types of cybercrime. Digital asset platforms have been shut down or experienced losses of assets placed on the platform as a result of cybercrime, and any such event is likely to result in the complete loss of assets placed on such a platform. Any governmental or regulatory action against such a digital asset trading platform may cause assets on such platform to become frozen for a substantial period of time or forfeited, and could result in material opportunity costs or even in the total loss of such assets. In addition, banks may refuse to process or support wire transfers to or from digital asset trading platforms. While we believe that our risk management and compliance framework is reasonably designed to detect any such illicit activities, we cannot ensure that we will be able to detect such illegal activity in all instances. Because the speed, irreversibility and anonymity of certain digital asset transactions potentially makes them difficult to track, fraudulent transactions may be more likely to occur. Cboe Digital may be specifically targeted by individuals seeking to conduct transfers for fraudulent purposes, and it may be difficult or impossible for us to detect and avoid such transactions in certain circumstances.Various other technical issues with blockchain networks have also been uncovered from time to time that resulted in disabled functionality, exposure of certain users’ personal data, theft of users’ assets, and other negative consequences, and which required resolution with the attention and efforts of their global miner, user and development communities. If any such risks or other risks materialize, the development and growth of digital assets may be significantly affected and, as a result, our Cboe Digital business, operating results and financial condition could be adversely affected. Recent illegal activity by other institutions in the digital asset space may have a negative impact on our customer’s and regulators’ view of the digital asset industry as a whole and result in broadly applied reputational harm. Though we cannot control the actions of other entities in the digital asset space, Cboe Digital subscribes to strict risk management processes that are reviewed and updated to help prevent illegal activity from occurring within Cboe Digital.Digital assets, digital asset trading platforms and blockchains are currently subject to many different, and potentially overlapping, regulatory regimes, and may in the future be subject to different regulatory regimes than those that are currently in effect. The current and future operation of Cboe Digital may increase our regulatory costs and risks, and there can be no assurance that our employees or agents will not violate applicable laws and regulations.Various aspects of the business that we are engaging in, or planning to engage in, through Cboe Digital are heavily regulated. The Cboe Digital futures exchange and clearinghouse are regulated by the CFTC. The Cboe Digital clearinghouse is registered with the Financial Crimes Enforcement Network as a money services business; licensed as a money transmitter in many U.S. states and territories; and holds a BitLicense from the New York Department of Financial Services. Further, the regulatory and legislative framework is unsettled with respect to many forms of digital assets, which means that federal or state regulators or legislators may in the future curtail or prohibit the acquisition, use or redemption of certain digital assets. Ownership of, holding or trading in certain digital assets may become subject to litigation. In light of recent events in the digital asset environment, including the volatility of digital asset markets in 2022, ongoing litigation between digital asset market participants and federal regulators, and large-scale enforcement activity such as the Binance guilty plea, Federal regulators, state regulators and legislators are increasingly looking to take regulatory or legislative actions, such as the potential digital asset legislation discussed above. Such action may require additional resources for Cboe Digital to comply with any new regulations and laws and increase the cost and/or subject us and other companies to additional regulations and laws regarding custody or facilitating the trading of digital assets, which may have a material adverse effect on the Cboe Digital business. As a money service business, we are also subject to federal and state anti-money laundering and counter-terrorism financing laws and regulations. In addition, as we expand the Cboe Digital business to new products and services, we may come under the jurisdiction of additional regulators - both with respect to jurisdiction and subject matter. Certain jurisdictions may impose restrictions on the ability to trade specific certain digital assets or at all. Any failure or perceived failure to comply with existing or new laws, regulations, or orders of any governmental authority (including changes to or expansion of the interpretation of those laws, regulations, or orders), including those discussed in this risk factor, may subject us to significant fines, penalties, criminal and civil lawsuits, forfeiture of significant assets, and enforcement, result in additional compliance and licensure requirements, increase regulatory scrutiny of its business, restrict Cboe Digital’s operations, and force Cboe Digital to change its business practices, make product or operational changes, or delay planned product launches or improvements. Some types of digital assets, particularly cryptocurrencies, have characteristics, such as the speed with which transactions can be conducted, the ability to conduct transactions without the involvement of regulated intermediaries, the ability to engage in transactions across multiple jurisdictions, the irreversible nature of certain transactions and encryption technology that anonymizes these transactions, that make those assets potentially susceptible to use in illegal activity such as fraud, money laundering, tax evasion, ransomware scams and other types of cybercrime. Digital asset platforms have been shut down or experienced losses of assets placed on the platform as a result of cybercrime, and any such event is likely to result in the complete loss of assets placed on such a platform. Any governmental or regulatory action against such a digital asset trading platform may cause assets on such platform to become frozen for a substantial period of time or forfeited, and could result in material opportunity costs or even in the total loss of such assets. In addition, banks may refuse to process or support wire transfers to or from digital asset trading platforms. While we believe that our risk management and compliance framework is reasonably designed to detect any such illicit activities, we cannot ensure that we will be able to detect such illegal activity in all instances. Because the speed, irreversibility and anonymity of certain digital asset transactions potentially makes them difficult to track, fraudulent transactions may be more likely to occur. Cboe Digital may be specifically targeted by individuals seeking to conduct transfers for fraudulent purposes, and it may be difficult or impossible for us to detect and avoid such transactions in certain circumstances. Various other technical issues with blockchain networks have also been uncovered from time to time that resulted in disabled functionality, exposure of certain users’ personal data, theft of users’ assets, and other negative consequences, and which required resolution with the attention and efforts of their global miner, user and development communities. If any such risks or other risks materialize, the development and growth of digital assets may be significantly affected and, as a result, our Cboe Digital business, operating results and financial condition could be adversely affected. Recent illegal activity by other institutions in the digital asset space may have a negative impact on our customer’s and regulators’ view of the digital asset industry as a whole and result in broadly applied reputational harm. Though we cannot control the actions of other entities in the digital asset space, Cboe Digital subscribes to strict risk management processes that are reviewed and updated to help prevent illegal activity from occurring within Cboe Digital." }, { "status": "REMOVED", "current_title": null, "prior_title": "Digital assets, digital asset trading platforms and blockchains are currently subject to many different, and potentially overlapping, regulatory regimes, and may in the future be subject to different regulatory regimes than those that are currently in effect. The current and future operation of Cboe Digital may increase our regulatory costs and risks, and there can be no assurance that our employees or agents will not violate applicable laws and regulations.", "prior_body": "Various aspects of the business that we are engaging in, or planning to engage in, through Cboe Digital are heavily regulated. The Cboe Digital futures exchange and clearinghouse are regulated by the CFTC. The Cboe Digital clearinghouse is registered with the Financial Crimes Enforcement Network as a money services business; licensed as a money transmitter in many U.S. states and territories; and holds a BitLicense from the New York Department of Financial Services. Further, the regulatory and legislative framework is unsettled with respect to many forms of digital assets, which means that federal or state regulators or legislators may in the future curtail or prohibit the acquisition, use or redemption of certain digital assets. Ownership of, holding or trading in certain digital assets may become subject to litigation. In light of recent events in the digital asset environment, including the volatility of digital asset markets in 2022, ongoing litigation between digital asset market participants and federal regulators, and large-scale enforcement activity such as the Binance guilty plea, Federal regulators, state regulators and legislators are increasingly looking to take regulatory or legislative actions, such as the potential digital asset legislation discussed above. Such action may require additional resources for Cboe Digital to comply with any new regulations and laws and increase the cost and/or subject us and other companies to additional regulations and laws regarding custody or facilitating the trading of digital assets, which may have a material adverse effect on the Cboe Digital business. As a money service business, we are also subject to federal and state anti-money laundering and counter-terrorism financing laws and regulations. In addition, as we expand the Cboe Digital business to new products and services, we may come under the jurisdiction of additional regulators - both with respect to jurisdiction and subject matter. Certain jurisdictions may impose restrictions on the ability to trade specific certain digital assets or at all. Any failure or perceived failure to comply with existing or new laws, regulations, or orders of any governmental authority (including changes to or expansion of the interpretation of those laws, regulations, or orders), including those discussed in this risk factor, may subject us to significant fines, penalties, criminal and civil lawsuits, forfeiture of significant assets, and enforcement, result in additional compliance and licensure requirements, increase regulatory scrutiny of its business, restrict Cboe Digital’s operations, and force Cboe Digital to change its business practices, make product or operational changes, or delay planned product launches or improvements. 57 57 Table of ContentsWe currently maintain policies and procedures designed to reasonably help ensure compliance with applicable laws and regulations, but there can be no assurance that we or our employees or agents will be able to comply with all of the regulatory regimes that currently apply, or may in the future be applied, to the Cboe Digital platform or the digital assets supported by the Cboe Digital platform. Cboe Digital follows best practices designed to restrict unauthorized access by individuals or entities in jurisdictions where it is impermissible to trade digital assets. We do not have exposure to any regulators outside of the United States and routinely seek out and receive legal analyses on which jurisdictions we can offer our services to and which customers may avail themselves of our products and services. Additionally, we evaluate which digital assets to include on our platform pursuant to a digital asset listing policy, which includes review by operational, legal and compliance functions. The SEC and its staff have taken the position that certain digital assets fall within the definition of a “security” under the federal securities laws, and it is possible the SEC may take this position with respect to assets that may be transacted on the Cboe Digital platform. The legal test for determining whether any given asset is a security is a highly complex, fact-driven analysis that evolves over time, and the outcome is difficult to predict. The SEC generally has not provided advance guidance or confirmation on the status of any particular digital asset as a security. Furthermore, the SEC’s views in this area have evolved over time, and it is difficult to predict the direction or timing of any continuing evolution. In addition, a platform trading a digital asset determined to be a security may be required to register and be regulated by the SEC. A failure by us, including our employees or agents, to comply with applicable laws and regulations and subsequent judgment or settlement against us under these laws could subject us to monetary penalties, damages, expenses, and/or have a significant reputational impact.Digital asset custodial solutions and related technology, including our systems and custodial arrangements, are subject to risks related to a loss of funds due to theft of digital assets, employee or vendor sabotage, security and cybersecurity risks, system failures and other operational issues which could cause damage to our reputation and brand. There is also legal uncertainty regarding digital asset custodian arrangements.​The secure storage and transmission of digital assets and data over networks is a critical element of our digital asset operations. The exchanges, brokers, dealers, banks or such other cryptocurrency custodial institutions selected by us to act as custodians may become insolvent or suffer from any of the custody risks described herein, causing us to lose all or a portion of the digital assets held by those custodians. Threats to the storage and transmission of digital assets and data may come from external factors such as governments, organized crime, hackers and other third parties such as outsourced or infrastructure-support providers and application developers, or may originate internally from an employee or service provider to whom we or our custodians have granted access to our systems. Digital asset transactions may be irrevocable, and stolen or incorrectly transferred digital assets may be irretrievable. Once a transaction has been verified and recorded in a block that is added to the blockchain, an incorrect transfer of a digital asset generally will not be reversible, and we or our custodians may not be capable of seeking compensation for any such transfer or theft. It is possible that, through computer or human error, or through theft or criminal action, the digital asset could be transferred in incorrect amounts or to unauthorized third parties, or to uncontrolled accounts. Such events could have a material adverse effect on the ability of Cboe Digital to continue as a going concern, which may have an adverse effect on our business. While we and our digital asset custodians maintain cybersecurity procedures and policies, those procedures and policies may not be adequate to avoid the potential losses caused by security breaches, and we or our custodians may lose digital assets without any recourse. Unlike bank accounts or accounts at some other financial institutions, in the event of loss or loss of utility value, there is no public insurer, such as the Securities Investor Protection Corporation or the Federal Deposit Insurance Corporation, to offer recourse to us or to any investor and the misappropriated digital assets may not easily be traced to the bad actor. Cboe Digital takes several steps to isolate the digital assets held for customers from its own assets and to structure customer accounts in a way that reinforces customer ownership of digital assets. Primarily, Cboe Digital holds customer digital assets separate from its own assets in customer accounts, referred to as wallets, with long-term storage by a third party custody provider and licensed trust company. When Cboe Digital holds digital asset for customers to enable the inbound receipt and outbound transmittal of virtual currencies, customer digital assets are held in omnibus wallets titled for the benefit of customers of Cboe Digital. Digital assets of customers (but not Cboe Digital) are held together in the omnibus wallets, and Cboe Digital maintains the records of the amount and type of digital asset owned by each of its customers in the omnibus wallets. Cboe Digital does not hold its own corporate assets together with the customer digital assets in the omnibus wallets, other than corporate assets that are held in omnibus wallets to facilitate customer transactions relating to the digital assets contained in the omnibus wallet, including in order to pay customary transaction fees and expenses. Because Cboe Digital does not have a trading entity for proprietary or liquidity trading purposes, Cboe Digital maintains its own digital assets only to facilitate customer trading. Cboe Digital does not currently pledge, rehypothecate, or invest customer digital assets although its customer agreements and rulebook permit it to do so in the 58 Table of Contents Table of Contents Table of Contents We currently maintain policies and procedures designed to reasonably help ensure compliance with applicable laws and regulations, but there can be no assurance that we or our employees or agents will be able to comply with all of the regulatory regimes that currently apply, or may in the future be applied, to the Cboe Digital platform or the digital assets supported by the Cboe Digital platform. Cboe Digital follows best practices designed to restrict unauthorized access by individuals or entities in jurisdictions where it is impermissible to trade digital assets. We do not have exposure to any regulators outside of the United States and routinely seek out and receive legal analyses on which jurisdictions we can offer our services to and which customers may avail themselves of our products and services. Additionally, we evaluate which digital assets to include on our platform pursuant to a digital asset listing policy, which includes review by operational, legal and compliance functions. The SEC and its staff have taken the position that certain digital assets fall within the definition of a “security” under the federal securities laws, and it is possible the SEC may take this position with respect to assets that may be transacted on the Cboe Digital platform. The legal test for determining whether any given asset is a security is a highly complex, fact-driven analysis that evolves over time, and the outcome is difficult to predict. The SEC generally has not provided advance guidance or confirmation on the status of any particular digital asset as a security. Furthermore, the SEC’s views in this area have evolved over time, and it is difficult to predict the direction or timing of any continuing evolution. In addition, a platform trading a digital asset determined to be a security may be required to register and be regulated by the SEC. A failure by us, including our employees or agents, to comply with applicable laws and regulations and subsequent judgment or settlement against us under these laws could subject us to monetary penalties, damages, expenses, and/or have a significant reputational impact.Digital asset custodial solutions and related technology, including our systems and custodial arrangements, are subject to risks related to a loss of funds due to theft of digital assets, employee or vendor sabotage, security and cybersecurity risks, system failures and other operational issues which could cause damage to our reputation and brand. There is also legal uncertainty regarding digital asset custodian arrangements.​The secure storage and transmission of digital assets and data over networks is a critical element of our digital asset operations. The exchanges, brokers, dealers, banks or such other cryptocurrency custodial institutions selected by us to act as custodians may become insolvent or suffer from any of the custody risks described herein, causing us to lose all or a portion of the digital assets held by those custodians. Threats to the storage and transmission of digital assets and data may come from external factors such as governments, organized crime, hackers and other third parties such as outsourced or infrastructure-support providers and application developers, or may originate internally from an employee or service provider to whom we or our custodians have granted access to our systems. Digital asset transactions may be irrevocable, and stolen or incorrectly transferred digital assets may be irretrievable. Once a transaction has been verified and recorded in a block that is added to the blockchain, an incorrect transfer of a digital asset generally will not be reversible, and we or our custodians may not be capable of seeking compensation for any such transfer or theft. It is possible that, through computer or human error, or through theft or criminal action, the digital asset could be transferred in incorrect amounts or to unauthorized third parties, or to uncontrolled accounts. Such events could have a material adverse effect on the ability of Cboe Digital to continue as a going concern, which may have an adverse effect on our business. While we and our digital asset custodians maintain cybersecurity procedures and policies, those procedures and policies may not be adequate to avoid the potential losses caused by security breaches, and we or our custodians may lose digital assets without any recourse. Unlike bank accounts or accounts at some other financial institutions, in the event of loss or loss of utility value, there is no public insurer, such as the Securities Investor Protection Corporation or the Federal Deposit Insurance Corporation, to offer recourse to us or to any investor and the misappropriated digital assets may not easily be traced to the bad actor. Cboe Digital takes several steps to isolate the digital assets held for customers from its own assets and to structure customer accounts in a way that reinforces customer ownership of digital assets. Primarily, Cboe Digital holds customer digital assets separate from its own assets in customer accounts, referred to as wallets, with long-term storage by a third party custody provider and licensed trust company. When Cboe Digital holds digital asset for customers to enable the inbound receipt and outbound transmittal of virtual currencies, customer digital assets are held in omnibus wallets titled for the benefit of customers of Cboe Digital. Digital assets of customers (but not Cboe Digital) are held together in the omnibus wallets, and Cboe Digital maintains the records of the amount and type of digital asset owned by each of its customers in the omnibus wallets. Cboe Digital does not hold its own corporate assets together with the customer digital assets in the omnibus wallets, other than corporate assets that are held in omnibus wallets to facilitate customer transactions relating to the digital assets contained in the omnibus wallet, including in order to pay customary transaction fees and expenses. Because Cboe Digital does not have a trading entity for proprietary or liquidity trading purposes, Cboe Digital maintains its own digital assets only to facilitate customer trading. Cboe Digital does not currently pledge, rehypothecate, or invest customer digital assets although its customer agreements and rulebook permit it to do so in the We currently maintain policies and procedures designed to reasonably help ensure compliance with applicable laws and regulations, but there can be no assurance that we or our employees or agents will be able to comply with all of the regulatory regimes that currently apply, or may in the future be applied, to the Cboe Digital platform or the digital assets supported by the Cboe Digital platform. Cboe Digital follows best practices designed to restrict unauthorized access by individuals or entities in jurisdictions where it is impermissible to trade digital assets. We do not have exposure to any regulators outside of the United States and routinely seek out and receive legal analyses on which jurisdictions we can offer our services to and which customers may avail themselves of our products and services. Additionally, we evaluate which digital assets to include on our platform pursuant to a digital asset listing policy, which includes review by operational, legal and compliance functions. The SEC and its staff have taken the position that certain digital assets fall within the definition of a “security” under the federal securities laws, and it is possible the SEC may take this position with respect to assets that may be transacted on the Cboe Digital platform. The legal test for determining whether any given asset is a security is a highly complex, fact-driven analysis that evolves over time, and the outcome is difficult to predict. The SEC generally has not provided advance guidance or confirmation on the status of any particular digital asset as a security. Furthermore, the SEC’s views in this area have evolved over time, and it is difficult to predict the direction or timing of any continuing evolution. In addition, a platform trading a digital asset determined to be a security may be required to register and be regulated by the SEC. A failure by us, including our employees or agents, to comply with applicable laws and regulations and subsequent judgment or settlement against us under these laws could subject us to monetary penalties, damages, expenses, and/or have a significant reputational impact." }, { "status": "REMOVED", "current_title": null, "prior_title": "Digital asset custodial solutions and related technology, including our systems and custodial arrangements, are subject to risks related to a loss of funds due to theft of digital assets, employee or vendor sabotage, security and cybersecurity risks, system failures and other operational issues which could cause damage to our reputation and brand. There is also legal uncertainty regarding digital asset custodian arrangements.", "prior_body": "​ The secure storage and transmission of digital assets and data over networks is a critical element of our digital asset operations. The exchanges, brokers, dealers, banks or such other cryptocurrency custodial institutions selected by us to act as custodians may become insolvent or suffer from any of the custody risks described herein, causing us to lose all or a portion of the digital assets held by those custodians. Threats to the storage and transmission of digital assets and data may come from external factors such as governments, organized crime, hackers and other third parties such as outsourced or infrastructure-support providers and application developers, or may originate internally from an employee or service provider to whom we or our custodians have granted access to our systems. Digital asset transactions may be irrevocable, and stolen or incorrectly transferred digital assets may be irretrievable. Once a transaction has been verified and recorded in a block that is added to the blockchain, an incorrect transfer of a digital asset generally will not be reversible, and we or our custodians may not be capable of seeking compensation for any such transfer or theft. It is possible that, through computer or human error, or through theft or criminal action, the digital asset could be transferred in incorrect amounts or to unauthorized third parties, or to uncontrolled accounts. Such events could have a material adverse effect on the ability of Cboe Digital to continue as a going concern, which may have an adverse effect on our business. While we and our digital asset custodians maintain cybersecurity procedures and policies, those procedures and policies may not be adequate to avoid the potential losses caused by security breaches, and we or our custodians may lose digital assets without any recourse. Unlike bank accounts or accounts at some other financial institutions, in the event of loss or loss of utility value, there is no public insurer, such as the Securities Investor Protection Corporation or the Federal Deposit Insurance Corporation, to offer recourse to us or to any investor and the misappropriated digital assets may not easily be traced to the bad actor. Cboe Digital takes several steps to isolate the digital assets held for customers from its own assets and to structure customer accounts in a way that reinforces customer ownership of digital assets. Primarily, Cboe Digital holds customer digital assets separate from its own assets in customer accounts, referred to as wallets, with long-term storage by a third party custody provider and licensed trust company. When Cboe Digital holds digital asset for customers to enable the inbound receipt and outbound transmittal of virtual currencies, customer digital assets are held in omnibus wallets titled for the benefit of customers of Cboe Digital. Digital assets of customers (but not Cboe Digital) are held together in the omnibus wallets, and Cboe Digital maintains the records of the amount and type of digital asset owned by each of its customers in the omnibus wallets. Cboe Digital does not hold its own corporate assets together with the customer digital assets in the omnibus wallets, other than corporate assets that are held in omnibus wallets to facilitate customer transactions relating to the digital assets contained in the omnibus wallet, including in order to pay customary transaction fees and expenses. Because Cboe Digital does not have a trading entity for proprietary or liquidity trading purposes, Cboe Digital maintains its own digital assets only to facilitate customer trading. Cboe Digital does not currently pledge, rehypothecate, or invest customer digital assets although its customer agreements and rulebook permit it to do so in the 58 58 Table of Contentsfuture. Additionally, Cboe Digital does not otherwise use customer digital assets for its own corporate or business purposes. A failure of Cboe Digital’s policies and procedures regarding the separation of customer assets could subject Cboe Digital to regulatory scrutiny and could adversely affect Cboe Digital’s digital asset business.The obligations associated with these custodial and other arrangements to safeguard digital assets involve unique risks and uncertainties not present in arrangements to safeguard assets that are not digital assets. While other types of assets held in a similarly-segregated manner have been deemed not to be part of the custodian’s bankruptcy estate under various regulatory regimes, bankruptcy courts have not yet fully considered the appropriate treatment of custodial holdings of digital assets, and any such determination may be highly fact-specific. Despite Cboe Digital’s efforts, through contractual terms and account set up, to structure customer accounts and wallets in a manner that reinforces customer ownership of the assets, there can be no assurance that courts will not consider such assets as part of Cboe Digital’s or a Cboe Digital custodian’s bankruptcy estate. In that event, digital assets that Cboe Digital or its custodian holds on behalf of Cboe Digital customers may become subject to the bankruptcy proceedings, and such customers could be treated as general unsecured creditors. Moreover, even if digital assets ultimately are not treated as part of Cboe Digital’s or a Cboe Digital custodian’s bankruptcy estate, the lack of precedent and the fact-dependent nature of the determination could delay the return of such digital assets to customers or result in the return of all or a portion of the cash value of the digital assets rather than the digital assets themselves. As a result of these and other risks, customers may find digital assets to be more risky and less attractive than other assets, which could reduce demand for Cboe Digital’s digital asset services and could adversely impact Cboe Digital’s digital asset business.Further, when cryptocurrency custodial solutions (whether involving Cboe Digital systems or others) experience system failures or other operational issues, such events could result in a reduction in digital asset prices or confidence and impact the success of Cboe Digital, and may ultimately have a material adverse effect on the ability of Cboe Digital to continue as a going concern.While Cboe Digital and its vendors have experienced in the past cybersecurity threats and events of varying degrees, we are not aware of any of these threats or events having a material impact on Cboe Digital’s business, financial condition or operating results to date. However, there can be no assurance that we or our vendors and custodians will not experience future threats or events that may be material. If any such threats or events materialize, we may be subject to contractual restrictions, liability and damages, loss of business, penalties, unfavorable publicity, and increased scrutiny by regulators, which may have an adverse effect on our business. Digital assets are subject to volatile price fluctuations which can impact the Cboe Digital business.The digital asset market has been characterized by significant volatility and unexpected price movements. Certain crypto assets may become more volatile and less liquid in a very short period of time, resulting in market prices being subject to erratic and abrupt market movement, which could harm the Cboe Digital business and the carrying value of the Digital reporting unit. The Company previously recorded goodwill impairment charges related to Cboe Digital, resulting in decreases in the carrying value of Cboe Digital. Prices of digital assets have fluctuated widely for a variety of reasons and may continue to experience significant price fluctuations. Such volatility could have a significant impact on the fair market value of digital assets and there can be no assurance that ongoing volatility will positively impact the value of digital assets. Factors that may affect the price of digital assets include:●total digital assets in existence;●global digital assets supply and demand;●investors’ expectations with respect to the rate of inflation of fiat currencies;●digital asset market fragmentation and consolidation;●fiat currency withdrawal and deposit policies of digital asset trading platforms and liquidity of such markets;●interruptions in service from, bankruptcy of, or failure of major digital asset trading platforms;●cyber theft of digital assets from online digital asset wallet providers, or news of such theft from such providers, or theft from individual digital asset wallets; ●investment and trading activities of hedge funds and other large digital asset investors;●monetary policies of governments, sanctions, trade restrictions, currency devaluations and revaluations;●regulatory measures, if any, that restrict or facilitate the ability to buy, sell or hold digital assets or use digital assets as a form of payment;●availability and popularity of businesses that provide digital asset-related services;●maintenance and development of the open-source software protocol of the digital asset network;●global or regional political, economic or financial events and uncertainty;●manipulative trading activity on digital asset trading platforms, which are largely unregulated;59 Table of Contents Table of Contents Table of Contents future. Additionally, Cboe Digital does not otherwise use customer digital assets for its own corporate or business purposes. A failure of Cboe Digital’s policies and procedures regarding the separation of customer assets could subject Cboe Digital to regulatory scrutiny and could adversely affect Cboe Digital’s digital asset business.The obligations associated with these custodial and other arrangements to safeguard digital assets involve unique risks and uncertainties not present in arrangements to safeguard assets that are not digital assets. While other types of assets held in a similarly-segregated manner have been deemed not to be part of the custodian’s bankruptcy estate under various regulatory regimes, bankruptcy courts have not yet fully considered the appropriate treatment of custodial holdings of digital assets, and any such determination may be highly fact-specific. Despite Cboe Digital’s efforts, through contractual terms and account set up, to structure customer accounts and wallets in a manner that reinforces customer ownership of the assets, there can be no assurance that courts will not consider such assets as part of Cboe Digital’s or a Cboe Digital custodian’s bankruptcy estate. In that event, digital assets that Cboe Digital or its custodian holds on behalf of Cboe Digital customers may become subject to the bankruptcy proceedings, and such customers could be treated as general unsecured creditors. Moreover, even if digital assets ultimately are not treated as part of Cboe Digital’s or a Cboe Digital custodian’s bankruptcy estate, the lack of precedent and the fact-dependent nature of the determination could delay the return of such digital assets to customers or result in the return of all or a portion of the cash value of the digital assets rather than the digital assets themselves. As a result of these and other risks, customers may find digital assets to be more risky and less attractive than other assets, which could reduce demand for Cboe Digital’s digital asset services and could adversely impact Cboe Digital’s digital asset business.Further, when cryptocurrency custodial solutions (whether involving Cboe Digital systems or others) experience system failures or other operational issues, such events could result in a reduction in digital asset prices or confidence and impact the success of Cboe Digital, and may ultimately have a material adverse effect on the ability of Cboe Digital to continue as a going concern.While Cboe Digital and its vendors have experienced in the past cybersecurity threats and events of varying degrees, we are not aware of any of these threats or events having a material impact on Cboe Digital’s business, financial condition or operating results to date. However, there can be no assurance that we or our vendors and custodians will not experience future threats or events that may be material. If any such threats or events materialize, we may be subject to contractual restrictions, liability and damages, loss of business, penalties, unfavorable publicity, and increased scrutiny by regulators, which may have an adverse effect on our business. Digital assets are subject to volatile price fluctuations which can impact the Cboe Digital business.The digital asset market has been characterized by significant volatility and unexpected price movements. Certain crypto assets may become more volatile and less liquid in a very short period of time, resulting in market prices being subject to erratic and abrupt market movement, which could harm the Cboe Digital business and the carrying value of the Digital reporting unit. The Company previously recorded goodwill impairment charges related to Cboe Digital, resulting in decreases in the carrying value of Cboe Digital. Prices of digital assets have fluctuated widely for a variety of reasons and may continue to experience significant price fluctuations. Such volatility could have a significant impact on the fair market value of digital assets and there can be no assurance that ongoing volatility will positively impact the value of digital assets. Factors that may affect the price of digital assets include:●total digital assets in existence;●global digital assets supply and demand;●investors’ expectations with respect to the rate of inflation of fiat currencies;●digital asset market fragmentation and consolidation;●fiat currency withdrawal and deposit policies of digital asset trading platforms and liquidity of such markets;●interruptions in service from, bankruptcy of, or failure of major digital asset trading platforms;●cyber theft of digital assets from online digital asset wallet providers, or news of such theft from such providers, or theft from individual digital asset wallets; ●investment and trading activities of hedge funds and other large digital asset investors;●monetary policies of governments, sanctions, trade restrictions, currency devaluations and revaluations;●regulatory measures, if any, that restrict or facilitate the ability to buy, sell or hold digital assets or use digital assets as a form of payment;●availability and popularity of businesses that provide digital asset-related services;●maintenance and development of the open-source software protocol of the digital asset network;●global or regional political, economic or financial events and uncertainty;●manipulative trading activity on digital asset trading platforms, which are largely unregulated; future. Additionally, Cboe Digital does not otherwise use customer digital assets for its own corporate or business purposes. A failure of Cboe Digital’s policies and procedures regarding the separation of customer assets could subject Cboe Digital to regulatory scrutiny and could adversely affect Cboe Digital’s digital asset business. The obligations associated with these custodial and other arrangements to safeguard digital assets involve unique risks and uncertainties not present in arrangements to safeguard assets that are not digital assets. While other types of assets held in a similarly-segregated manner have been deemed not to be part of the custodian’s bankruptcy estate under various regulatory regimes, bankruptcy courts have not yet fully considered the appropriate treatment of custodial holdings of digital assets, and any such determination may be highly fact-specific. Despite Cboe Digital’s efforts, through contractual terms and account set up, to structure customer accounts and wallets in a manner that reinforces customer ownership of the assets, there can be no assurance that courts will not consider such assets as part of Cboe Digital’s or a Cboe Digital custodian’s bankruptcy estate. In that event, digital assets that Cboe Digital or its custodian holds on behalf of Cboe Digital customers may become subject to the bankruptcy proceedings, and such customers could be treated as general unsecured creditors. Moreover, even if digital assets ultimately are not treated as part of Cboe Digital’s or a Cboe Digital custodian’s bankruptcy estate, the lack of precedent and the fact-dependent nature of the determination could delay the return of such digital assets to customers or result in the return of all or a portion of the cash value of the digital assets rather than the digital assets themselves. As a result of these and other risks, customers may find digital assets to be more risky and less attractive than other assets, which could reduce demand for Cboe Digital’s digital asset services and could adversely impact Cboe Digital’s digital asset business. Further, when cryptocurrency custodial solutions (whether involving Cboe Digital systems or others) experience system failures or other operational issues, such events could result in a reduction in digital asset prices or confidence and impact the success of Cboe Digital, and may ultimately have a material adverse effect on the ability of Cboe Digital to continue as a going concern. While Cboe Digital and its vendors have experienced in the past cybersecurity threats and events of varying degrees, we are not aware of any of these threats or events having a material impact on Cboe Digital’s business, financial condition or operating results to date. However, there can be no assurance that we or our vendors and custodians will not experience future threats or events that may be material. If any such threats or events materialize, we may be subject to contractual restrictions, liability and damages, loss of business, penalties, unfavorable publicity, and increased scrutiny by regulators, which may have an adverse effect on our business." }, { "status": "REMOVED", "current_title": null, "prior_title": "Digital assets are subject to volatile price fluctuations which can impact the Cboe Digital business.", "prior_body": "The digital asset market has been characterized by significant volatility and unexpected price movements. Certain crypto assets may become more volatile and less liquid in a very short period of time, resulting in market prices being subject to erratic and abrupt market movement, which could harm the Cboe Digital business and the carrying value of the Digital reporting unit. The Company previously recorded goodwill impairment charges related to Cboe Digital, resulting in decreases in the carrying value of Cboe Digital. Prices of digital assets have fluctuated widely for a variety of reasons and may continue to experience significant price fluctuations. Such volatility could have a significant impact on the fair market value of digital assets and there can be no assurance that ongoing volatility will positively impact the value of digital assets. Factors that may affect the price of digital assets include: 59 59 Table of Contents●the adoption of digital assets as a medium of exchange, store-of-value or other consumptive asset and the maintenance and development of the open-source software protocol of the applicable digital asset;●forks in the applicable digital asset network;●consumer preferences and perceptions;●an active derivative market for digital assets; and●fees associated with processing a transaction of digital assets and the speed at which such transactions are settled.​Volatility and unexpected price movements may be a factor in whether customers maintain their deposits on Cboe Digital Exchange. Excessive redemptions or withdrawals by customers may have an adverse impact on the profitability of the Cboe Digital business.Cboe Digital’s clearinghouse operations are exposed to risks, including credit, liquidity, market and other risks related to the potential defaults of clearing members and other counterparties.Cboe Digital is subject to risks related to operating its clearinghouse, Cboe Clear Digital, which is a derivatives clearing organization (“DCO”) registered with the CFTC. Risks associated with the operation of Cboe Clear Digital include failing to meet strict business continuity requirements and regulatory oversight, risks of default by clearing members and counterparties due to bankruptcy, lack of liquidity, operational failure or other reasons. There is no guarantee the collateral deposited will continue to maintain its value, and the use of digital assets as collateral may introduce additional volatility in value. Further, to help ensure an orderly market, Cboe Digital maintains digital assets to support its clearing operations which may be subject to significant changes in value and therefore exposed to market risk with the fluctuation in market prices. Cboe Digital monitors this risk on a daily, weekly and monthly basis. The business model is such that Cboe Digital earns digital assets and at times may accumulate positions that are subject to market risk. Customer positions do have market risk based on daily activity and settlement prices. The provision of non-material limits in spot trading introduces potential additional risk as, if a participant is permitted to trade on limits but defaults on their obligation to settle, Cboe Clear Digital may be required to fulfill the defaulting party’s obligations to its trading counterparty(ies), which may have an adverse effect on our business. Spot limits are provided in the form of intraday credit to trade certain digital assets and USD. USD cash collateral is collected to mitigate credit risk due to default. Trading in Bitcoin and Ether futures with margin treatment began in January 2024 and we could experience losses in excess of the collateral, which may have an adverse effect on our business, if a clearing participant defaults on its obligations to our clearinghouse, and its margin and its guaranty fund deposits are insufficient to meet its obligations. Please also refer to the risk factors above for a discussion of other risks associated with the use of digital assets. These risks could subject Cboe Digital to substantial losses, not being able to meet short term liquidity demands due to settlement activity, reputational harm, regulatory consequences, including litigation, fines and enforcement actions, and the inability to operate its business.Item 1B.Unresolved Staff CommentsNot applicable.Item 1C.CybersecurityWe maintain policies, procedures and controls designed to safeguard against cybersecurity incidents by protecting the confidentiality, integrity, availability and reliability of our systems, networks and information. These policies, procedures and controls are subject to monitoring, auditing, and evaluation practices, pursuant to our Enterprise Risk Management program, which is supported by a three-line defense strategy that includes, the business lines, the Enterprise Risk Management Committee, the Risk Management and Information Security Department, the Compliance Department and the Internal Audit Department. Further, we have developed and conduct at least annually cybersecurity and data privacy training programs for our employees and our third-party consultants who have access to our systems. At least annually, we also conduct simulations, tabletop exercises, independent third-party cybersecurity penetration assessments, and response readiness tests. In addition, the information technology systems of our self-regulatory organizations are subject to periodic reviews, audits, and inspections by regulatory authorities. We also conduct diligence on cybersecurity practices in connection with our overall risk assessment when evaluating expansion into new regions, strategic opportunities, and new products.​We engage assessors, consultants, auditors and other third parties in connection with developing and evaluating our overall risk management framework. Additionally, our internal audit team periodically engages third parties to co-source internal audits of our information security processes. We strive to utilize best practices in our information security management and follow applicable industry standards.60 Table of Contents Table of Contents Table of Contents ●the adoption of digital assets as a medium of exchange, store-of-value or other consumptive asset and the maintenance and development of the open-source software protocol of the applicable digital asset;●forks in the applicable digital asset network;●consumer preferences and perceptions;●an active derivative market for digital assets; and●fees associated with processing a transaction of digital assets and the speed at which such transactions are settled.​Volatility and unexpected price movements may be a factor in whether customers maintain their deposits on Cboe Digital Exchange. Excessive redemptions or withdrawals by customers may have an adverse impact on the profitability of the Cboe Digital business.Cboe Digital’s clearinghouse operations are exposed to risks, including credit, liquidity, market and other risks related to the potential defaults of clearing members and other counterparties.Cboe Digital is subject to risks related to operating its clearinghouse, Cboe Clear Digital, which is a derivatives clearing organization (“DCO”) registered with the CFTC. Risks associated with the operation of Cboe Clear Digital include failing to meet strict business continuity requirements and regulatory oversight, risks of default by clearing members and counterparties due to bankruptcy, lack of liquidity, operational failure or other reasons. There is no guarantee the collateral deposited will continue to maintain its value, and the use of digital assets as collateral may introduce additional volatility in value. Further, to help ensure an orderly market, Cboe Digital maintains digital assets to support its clearing operations which may be subject to significant changes in value and therefore exposed to market risk with the fluctuation in market prices. Cboe Digital monitors this risk on a daily, weekly and monthly basis. The business model is such that Cboe Digital earns digital assets and at times may accumulate positions that are subject to market risk. Customer positions do have market risk based on daily activity and settlement prices. The provision of non-material limits in spot trading introduces potential additional risk as, if a participant is permitted to trade on limits but defaults on their obligation to settle, Cboe Clear Digital may be required to fulfill the defaulting party’s obligations to its trading counterparty(ies), which may have an adverse effect on our business. Spot limits are provided in the form of intraday credit to trade certain digital assets and USD. USD cash collateral is collected to mitigate credit risk due to default. Trading in Bitcoin and Ether futures with margin treatment began in January 2024 and we could experience losses in excess of the collateral, which may have an adverse effect on our business, if a clearing participant defaults on its obligations to our clearinghouse, and its margin and its guaranty fund deposits are insufficient to meet its obligations. Please also refer to the risk factors above for a discussion of other risks associated with the use of digital assets. These risks could subject Cboe Digital to substantial losses, not being able to meet short term liquidity demands due to settlement activity, reputational harm, regulatory consequences, including litigation, fines and enforcement actions, and the inability to operate its business.Item 1B.Unresolved Staff CommentsNot applicable.Item 1C.CybersecurityWe maintain policies, procedures and controls designed to safeguard against cybersecurity incidents by protecting the confidentiality, integrity, availability and reliability of our systems, networks and information. These policies, procedures and controls are subject to monitoring, auditing, and evaluation practices, pursuant to our Enterprise Risk Management program, which is supported by a three-line defense strategy that includes, the business lines, the Enterprise Risk Management Committee, the Risk Management and Information Security Department, the Compliance Department and the Internal Audit Department. Further, we have developed and conduct at least annually cybersecurity and data privacy training programs for our employees and our third-party consultants who have access to our systems. At least annually, we also conduct simulations, tabletop exercises, independent third-party cybersecurity penetration assessments, and response readiness tests. In addition, the information technology systems of our self-regulatory organizations are subject to periodic reviews, audits, and inspections by regulatory authorities. We also conduct diligence on cybersecurity practices in connection with our overall risk assessment when evaluating expansion into new regions, strategic opportunities, and new products.​We engage assessors, consultants, auditors and other third parties in connection with developing and evaluating our overall risk management framework. Additionally, our internal audit team periodically engages third parties to co-source internal audits of our information security processes. We strive to utilize best practices in our information security management and follow applicable industry standards. ​ Volatility and unexpected price movements may be a factor in whether customers maintain their deposits on Cboe Digital Exchange. Excessive redemptions or withdrawals by customers may have an adverse impact on the profitability of the Cboe Digital business." }, { "status": "REMOVED", "current_title": null, "prior_title": "Cboe Digital’s clearinghouse operations are exposed to risks, including credit, liquidity, market and other risks related to the potential defaults of clearing members and other counterparties.", "prior_body": "Cboe Digital is subject to risks related to operating its clearinghouse, Cboe Clear Digital, which is a derivatives clearing organization (“DCO”) registered with the CFTC. Risks associated with the operation of Cboe Clear Digital include failing to meet strict business continuity requirements and regulatory oversight, risks of default by clearing members and counterparties due to bankruptcy, lack of liquidity, operational failure or other reasons. There is no guarantee the collateral deposited will continue to maintain its value, and the use of digital assets as collateral may introduce additional volatility in value. Further, to help ensure an orderly market, Cboe Digital maintains digital assets to support its clearing operations which may be subject to significant changes in value and therefore exposed to market risk with the fluctuation in market prices. Cboe Digital monitors this risk on a daily, weekly and monthly basis. The business model is such that Cboe Digital earns digital assets and at times may accumulate positions that are subject to market risk. Customer positions do have market risk based on daily activity and settlement prices. The provision of non-material limits in spot trading introduces potential additional risk as, if a participant is permitted to trade on limits but defaults on their obligation to settle, Cboe Clear Digital may be required to fulfill the defaulting party’s obligations to its trading counterparty(ies), which may have an adverse effect on our business. Spot limits are provided in the form of intraday credit to trade certain digital assets and USD. USD cash collateral is collected to mitigate credit risk due to default. Trading in Bitcoin and Ether futures with margin treatment began in January 2024 and we could experience losses in excess of the collateral, which may have an adverse effect on our business, if a clearing participant defaults on its obligations to our clearinghouse, and its margin and its guaranty fund deposits are insufficient to meet its obligations. Please also refer to the risk factors above for a discussion of other risks associated with the use of digital assets. These risks could subject Cboe Digital to substantial losses, not being able to meet short term liquidity demands due to settlement activity, reputational harm, regulatory consequences, including litigation, fines and enforcement actions, and the inability to operate its business. Item 1B.Unresolved Staff Comments Not applicable. Item 1C.Cybersecurity We maintain policies, procedures and controls designed to safeguard against cybersecurity incidents by protecting the confidentiality, integrity, availability and reliability of our systems, networks and information. These policies, procedures and controls are subject to monitoring, auditing, and evaluation practices, pursuant to our Enterprise Risk Management program, which is supported by a three-line defense strategy that includes, the business lines, the Enterprise Risk Management Committee, the Risk Management and Information Security Department, the Compliance Department and the Internal Audit Department. Further, we have developed and conduct at least annually cybersecurity and data privacy training programs for our employees and our third-party consultants who have access to our systems. At least annually, we also conduct simulations, tabletop exercises, independent third-party cybersecurity penetration assessments, and response readiness tests. In addition, the information technology systems of our self-regulatory organizations are subject to periodic reviews, audits, and inspections by regulatory authorities. We also conduct diligence on cybersecurity practices in connection with our overall risk assessment when evaluating expansion into new regions, strategic opportunities, and new products. ​ We engage assessors, consultants, auditors and other third parties in connection with developing and evaluating our overall risk management framework. Additionally, our internal audit team periodically engages third parties to co-source internal audits of our information security processes. We strive to utilize best practices in our information security management and follow applicable industry standards. 60 60 Table of ContentsIn support of our risk management framework, we maintain a vendor management policy and program to manage third-party risk. Embedded in our vendor management policy is a defined process to assess the risks related to new vendors. Vendors deemed to be high risk are re-assessed annually. These assessments include security questionnaires and reviews of Service Organization Controls (SOC) Reports, where applicable. Cboe uses a third-party service to help monitor the security posture of our vendors that process and/or store confidential Cboe information.​We have committees, response and management teams, and dedicated positions for managing and assessing cybersecurity risk, including a Chief Information Security Officer, a Chief Risk Officer, an Enterprise Risk Management Committee and a dedicated internal information security team. Our Chief Information Security Officer and Chief Risk Officer have extensive experience in the industry. Our Chief Information Security Officer has over 20 years of experience leading information security programs including 12 years of experience in cybersecurity consulting, building efficient and sustainable cybersecurity programs for large, complex and heavily regulated global enterprises. Our Chief Information Security Officer is currently responsible for developing and executing the Company’s global security strategy and roadmap along with its long-range plan to meet industry and regional regulatory compliance requirements. We have an information security department with associates who are located around the globe. Our Chief Risk Officer’s tenure with Cboe spans 23 years, during which time he has held senior positions in information security and risk management. He is currently responsible for oversight of the Company’s risk function including the enterprise risk management, information security, privacy, vendor management, and IT asset management programs.​Our incident response team is responsible for identifying potential cybersecurity incidents and communicating information regarding the nature and severity of the incident to senior management and others as required by the Company’s written Incident Response Plan. Cybersecurity incidents are tracked pursuant to our incident monitoring processes defined within the Incident Response Plan. Potential cybersecurity incidents may also be reported to our Disclosure Committee to determine if further action and/or public disclosure is required. We have also put in place a vulnerability management program through which our systems are routinely scanned to help identify vulnerabilities and track remediation activities.​The Board recognizes that our business depends on the confidentiality, integrity, availability, performance, security, and reliability of our data and technology systems and devotes time and attention to the oversight of cybersecurity and information security risk. In particular, the Board’s Risk Committee receives recurring updates and reports on information security-related topics from senior management, including from the Company’s Chief Compliance Officer, Chief Risk Officer, and Chief Information Security Officer. More specifically, the Risk Committee receives recurring presentations from senior management on cybersecurity, including architecture and resiliency, incident management, business continuity and disaster recovery, significant information technology changes, data privacy, insider threats, physical security, information related to third-party cyber assessments and risks associated with the use of third party service providers. The Risk Committee also reviews and approves any changes to the related information security and privacy program charter. Further, summaries of the proceedings from prior Risk Committee meetings are provided to the Board on a routine basis.​We have experienced in the past, and we expect to continue to experience, cybersecurity threats and events of varying degrees. However, we are not aware of any of these threats or events having a material impact on our business or our business strategy, results of operations or financial condition results to date. We cannot assure you that we will not experience future threats or events that may be material. Please also refer to the risk factors above for additional information.​61 Table of Contents Table of Contents Table of Contents In support of our risk management framework, we maintain a vendor management policy and program to manage third-party risk. Embedded in our vendor management policy is a defined process to assess the risks related to new vendors. Vendors deemed to be high risk are re-assessed annually. These assessments include security questionnaires and reviews of Service Organization Controls (SOC) Reports, where applicable. Cboe uses a third-party service to help monitor the security posture of our vendors that process and/or store confidential Cboe information.​We have committees, response and management teams, and dedicated positions for managing and assessing cybersecurity risk, including a Chief Information Security Officer, a Chief Risk Officer, an Enterprise Risk Management Committee and a dedicated internal information security team. Our Chief Information Security Officer and Chief Risk Officer have extensive experience in the industry. Our Chief Information Security Officer has over 20 years of experience leading information security programs including 12 years of experience in cybersecurity consulting, building efficient and sustainable cybersecurity programs for large, complex and heavily regulated global enterprises. Our Chief Information Security Officer is currently responsible for developing and executing the Company’s global security strategy and roadmap along with its long-range plan to meet industry and regional regulatory compliance requirements. We have an information security department with associates who are located around the globe. Our Chief Risk Officer’s tenure with Cboe spans 23 years, during which time he has held senior positions in information security and risk management. He is currently responsible for oversight of the Company’s risk function including the enterprise risk management, information security, privacy, vendor management, and IT asset management programs.​Our incident response team is responsible for identifying potential cybersecurity incidents and communicating information regarding the nature and severity of the incident to senior management and others as required by the Company’s written Incident Response Plan. Cybersecurity incidents are tracked pursuant to our incident monitoring processes defined within the Incident Response Plan. Potential cybersecurity incidents may also be reported to our Disclosure Committee to determine if further action and/or public disclosure is required. We have also put in place a vulnerability management program through which our systems are routinely scanned to help identify vulnerabilities and track remediation activities.​The Board recognizes that our business depends on the confidentiality, integrity, availability, performance, security, and reliability of our data and technology systems and devotes time and attention to the oversight of cybersecurity and information security risk. In particular, the Board’s Risk Committee receives recurring updates and reports on information security-related topics from senior management, including from the Company’s Chief Compliance Officer, Chief Risk Officer, and Chief Information Security Officer. More specifically, the Risk Committee receives recurring presentations from senior management on cybersecurity, including architecture and resiliency, incident management, business continuity and disaster recovery, significant information technology changes, data privacy, insider threats, physical security, information related to third-party cyber assessments and risks associated with the use of third party service providers. The Risk Committee also reviews and approves any changes to the related information security and privacy program charter. Further, summaries of the proceedings from prior Risk Committee meetings are provided to the Board on a routine basis.​We have experienced in the past, and we expect to continue to experience, cybersecurity threats and events of varying degrees. However, we are not aware of any of these threats or events having a material impact on our business or our business strategy, results of operations or financial condition results to date. We cannot assure you that we will not experience future threats or events that may be material. Please also refer to the risk factors above for additional information.​ In support of our risk management framework, we maintain a vendor management policy and program to manage third-party risk. Embedded in our vendor management policy is a defined process to assess the risks related to new vendors. Vendors deemed to be high risk are re-assessed annually. These assessments include security questionnaires and reviews of Service Organization Controls (SOC) Reports, where applicable. Cboe uses a third-party service to help monitor the security posture of our vendors that process and/or store confidential Cboe information. ​ We have committees, response and management teams, and dedicated positions for managing and assessing cybersecurity risk, including a Chief Information Security Officer, a Chief Risk Officer, an Enterprise Risk Management Committee and a dedicated internal information security team. Our Chief Information Security Officer and Chief Risk Officer have extensive experience in the industry. Our Chief Information Security Officer has over 20 years of experience leading information security programs including 12 years of experience in cybersecurity consulting, building efficient and sustainable cybersecurity programs for large, complex and heavily regulated global enterprises. Our Chief Information Security Officer is currently responsible for developing and executing the Company’s global security strategy and roadmap along with its long-range plan to meet industry and regional regulatory compliance requirements. We have an information security department with associates who are located around the globe. Our Chief Risk Officer’s tenure with Cboe spans 23 years, during which time he has held senior positions in information security and risk management. He is currently responsible for oversight of the Company’s risk function including the enterprise risk management, information security, privacy, vendor management, and IT asset management programs. ​ Our incident response team is responsible for identifying potential cybersecurity incidents and communicating information regarding the nature and severity of the incident to senior management and others as required by the Company’s written Incident Response Plan. Cybersecurity incidents are tracked pursuant to our incident monitoring processes defined within the Incident Response Plan. Potential cybersecurity incidents may also be reported to our Disclosure Committee to determine if further action and/or public disclosure is required. We have also put in place a vulnerability management program through which our systems are routinely scanned to help identify vulnerabilities and track remediation activities. ​ The Board recognizes that our business depends on the confidentiality, integrity, availability, performance, security, and reliability of our data and technology systems and devotes time and attention to the oversight of cybersecurity and information security risk. In particular, the Board’s Risk Committee receives recurring updates and reports on information security-related topics from senior management, including from the Company’s Chief Compliance Officer, Chief Risk Officer, and Chief Information Security Officer. More specifically, the Risk Committee receives recurring presentations from senior management on cybersecurity, including architecture and resiliency, incident management, business continuity and disaster recovery, significant information technology changes, data privacy, insider threats, physical security, information related to third-party cyber assessments and risks associated with the use of third party service providers. The Risk Committee also reviews and approves any changes to the related information security and privacy program charter. Further, summaries of the proceedings from prior Risk Committee meetings are provided to the Board on a routine basis. ​ We have experienced in the past, and we expect to continue to experience, cybersecurity threats and events of varying degrees. However, we are not aware of any of these threats or events having a material impact on our business or our business strategy, results of operations or financial condition results to date. We cannot assure you that we will not experience future threats or events that may be material. Please also refer to the risk factors above for additional information. ​ 61 61 Table of ContentsItem 2.Properties The Company is headquartered in Chicago with a network of domestic and global offices across the Americas, Europe, Asia and Australia, including main hubs in New York, London, Kansas City and Amsterdam. Our principal properties as of December 31, 2023 are listed in the table below:​​​​Location​ClassificationOwned/LeasedLease Expiration​Approximate Size400 South La Salle Street, Chicago, Illinois​Former global headquarters and office space; prior trading floor​Owned*​N/A​300,000 sq. ft.433 West Van Buren Street, Chicago, Illinois​New global headquarters and office space​Leased​August 2035​185,000 sq. ft.8050 Marshall Drive, Lenexa, Kansas​Office space​Leased​February 2027, with two 5 year renewal options​62,000 sq. ft.141 West Jackson Boulevard, Chicago, Illinois​Trading floor and office space​Leased​October 2032​40,000 sq. ft.Gustav Mahlerplein 73-83, Amsterdam, Netherlands​Office space​Leased​January 2032​29,500 sq. ft.17 State Street, New York, New York​Office space​Leased​December 2027​22,000 sq. ft.11 Monument Street, London, United Kingdom​Principal UK office space​Leased​March 2027, with one 5 year renewal option​21,000 sq. ft.1 Farrer Place, Sydney 2000 Australia​Office space​Leased​December 2026​18,000 sq. ft.Rockwell Business CenterSheridan, Sheridan StreetCorner United Street, Highway HillsMandaluyong City 1550Philippines​Office space​Leased​November 2028​10,500 sq. ft.One Liberty Plaza, New York, New York​Office space​Leased​May 2027​8,500 sq. ft.65 Queen Street West Toronto, Ontario, Canada​Office space​Leased​June 2028​8,000 sq. ft.​*Through our wholly-owned subsidiary, Cboe Building Corporation, we own the building that was previously the global headquarters. As a result of the Merger, there was a reduction in employee workspace needed in Chicago, which led to the decision to market for sale the former headquarters location. The building is currently classified as held for sale. See Note 7 (“Property and Equipment, Net”) of the consolidated financial statements included herein for further information. We believe that our properties are in good operating condition and adequately serve our current business operations. Generally, our properties are not earmarked for use by a particular segment. Instead, most of our properties are used by two or more segments. We also anticipate that suitable additional or alternative space will be available at commercially reasonable terms for future expansion to the extent necessary.Our primary data center in the United States is in Secaucus, New Jersey, and its disaster recovery center is in Chicago, Illinois. In Europe, our primary data center is in Slough, England and the secondary data center is in Park Royal, London. In Asia Pacific, our primary data centers are in Tokyo, Japan and Sydney, Australia and secondary data centers are located in Osaka City, Japan and Sydney, Australia.See Note 7 (“Property and Equipment, Net”) and Note 24 (“Leases”) to the consolidated financial statements included herein for further information. ​62 Table of Contents Table of Contents Table of Contents Item 2.Properties The Company is headquartered in Chicago with a network of domestic and global offices across the Americas, Europe, Asia and Australia, including main hubs in New York, London, Kansas City and Amsterdam. Our principal properties as of December 31, 2023 are listed in the table below:​​​​Location​ClassificationOwned/LeasedLease Expiration​Approximate Size400 South La Salle Street, Chicago, Illinois​Former global headquarters and office space; prior trading floor​Owned*​N/A​300,000 sq. ft.433 West Van Buren Street, Chicago, Illinois​New global headquarters and office space​Leased​August 2035​185,000 sq. ft.8050 Marshall Drive, Lenexa, Kansas​Office space​Leased​February 2027, with two 5 year renewal options​62,000 sq. ft.141 West Jackson Boulevard, Chicago, Illinois​Trading floor and office space​Leased​October 2032​40,000 sq. ft.Gustav Mahlerplein 73-83, Amsterdam, Netherlands​Office space​Leased​January 2032​29,500 sq. ft.17 State Street, New York, New York​Office space​Leased​December 2027​22,000 sq. ft.11 Monument Street, London, United Kingdom​Principal UK office space​Leased​March 2027, with one 5 year renewal option​21,000 sq. ft.1 Farrer Place, Sydney 2000 Australia​Office space​Leased​December 2026​18,000 sq. ft.Rockwell Business CenterSheridan, Sheridan StreetCorner United Street, Highway HillsMandaluyong City 1550Philippines​Office space​Leased​November 2028​10,500 sq. ft.One Liberty Plaza, New York, New York​Office space​Leased​May 2027​8,500 sq. ft.65 Queen Street West Toronto, Ontario, Canada​Office space​Leased​June 2028​8,000 sq. ft.​*Through our wholly-owned subsidiary, Cboe Building Corporation, we own the building that was previously the global headquarters. As a result of the Merger, there was a reduction in employee workspace needed in Chicago, which led to the decision to market for sale the former headquarters location. The building is currently classified as held for sale. See Note 7 (“Property and Equipment, Net”) of the consolidated financial statements included herein for further information. We believe that our properties are in good operating condition and adequately serve our current business operations. Generally, our properties are not earmarked for use by a particular segment. Instead, most of our properties are used by two or more segments. We also anticipate that suitable additional or alternative space will be available at commercially reasonable terms for future expansion to the extent necessary.Our primary data center in the United States is in Secaucus, New Jersey, and its disaster recovery center is in Chicago, Illinois. In Europe, our primary data center is in Slough, England and the secondary data center is in Park Royal, London. In Asia Pacific, our primary data centers are in Tokyo, Japan and Sydney, Australia and secondary data centers are located in Osaka City, Japan and Sydney, Australia.See Note 7 (“Property and Equipment, Net”) and Note 24 (“Leases”) to the consolidated financial statements included herein for further information. ​ Item 2.Properties The Company is headquartered in Chicago with a network of domestic and global offices across the Americas, Europe, Asia and Australia, including main hubs in New York, London, Kansas City and Amsterdam. Our principal properties as of December 31, 2023 are listed in the table below: ​ ​ ​ ​ Location ​" }, { "status": "REMOVED", "current_title": null, "prior_title": "Approximate Size", "prior_body": "400 South La Salle Street, Chicago, Illinois ​ Former global headquarters and office space; prior trading floor ​ Owned* ​ N/A ​ 300,000 sq. ft. 433 West Van Buren Street, Chicago, Illinois ​ New global headquarters and office space ​ Leased ​ August 2035 ​ 185,000 sq. ft. 8050 Marshall Drive, Lenexa, Kansas ​ Office space ​ Leased ​ February 2027, with two 5 year renewal options ​ 62,000 sq. ft. 141 West Jackson Boulevard, Chicago, Illinois ​ Trading floor and office space ​ Leased ​ October 2032 ​ 40,000 sq. ft. Gustav Mahlerplein 73-83, Amsterdam, Netherlands ​ Office space ​ Leased ​ January 2032 ​ 29,500 sq. ft. 17 State Street, New York, New York ​ Office space ​ Leased ​ December 2027 ​ 22,000 sq. ft. 11 Monument Street, London, United Kingdom ​ Principal UK office space ​ Leased ​ March 2027, with one 5 year renewal option ​ 21,000 sq. ft. 1 Farrer Place, Sydney 2000 Australia ​ Office space ​ Leased ​ December 2026 ​ 18,000 sq. ft. Rockwell Business Center Sheridan, Sheridan Street Corner United Street, Highway Hills Mandaluyong City 1550 Philippines ​ Office space ​ Leased ​ November 2028 ​ 10,500 sq. ft. One Liberty Plaza, New York, New York ​ Office space ​ Leased ​ May 2027 ​ 8,500 sq. ft. 65 Queen Street West Toronto, Ontario, Canada ​ Office space ​ Leased ​ June 2028 ​ 8,000 sq. ft. ​ *Through our wholly-owned subsidiary, Cboe Building Corporation, we own the building that was previously the global headquarters. As a result of the Merger, there was a reduction in employee workspace needed in Chicago, which led to the decision to market for sale the former headquarters location. The building is currently classified as held for sale. See Note 7 (“Property and Equipment, Net”) of the consolidated financial statements included herein for further information. We believe that our properties are in good operating condition and adequately serve our current business operations. Generally, our properties are not earmarked for use by a particular segment. Instead, most of our properties are used by two or more segments. We also anticipate that suitable additional or alternative space will be available at commercially reasonable terms for future expansion to the extent necessary. Our primary data center in the United States is in Secaucus, New Jersey, and its disaster recovery center is in Chicago, Illinois. In Europe, our primary data center is in Slough, England and the secondary data center is in Park Royal, London. In Asia Pacific, our primary data centers are in Tokyo, Japan and Sydney, Australia and secondary data centers are located in Osaka City, Japan and Sydney, Australia. See Note 7 (“Property and Equipment, Net”) and Note 24 (“Leases”) to the consolidated financial statements included herein for further information. ​ 62 62 Table of ContentsItem 3.Legal ProceedingsCboe incorporates herein by reference the discussion set forth in Note 21 (“Income Taxes”) and Note 23 (“Commitments, Contingencies, and Guarantees”) of the consolidated financial statements included herein. ​Item 4.Mine Safety DisclosuresNot applicable.​63 Table of Contents Table of Contents Table of Contents Item 3.Legal ProceedingsCboe incorporates herein by reference the discussion set forth in Note 21 (“Income Taxes”) and Note 23 (“Commitments, Contingencies, and Guarantees”) of the consolidated financial statements included herein. ​Item 4.Mine Safety DisclosuresNot applicable.​ Item 3.Legal Proceedings Cboe incorporates herein by reference the discussion set forth in Note 21 (“Income Taxes”) and Note 23 (“Commitments, Contingencies, and Guarantees”) of the consolidated financial statements included herein. ​ Item 4.Mine Safety Disclosures Not applicable. ​ 63 63 Table of ContentsPART IIItem 5.Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity SecuritiesCommon StockThe Company’s common stock is listed on Cboe BZX under the trading symbol CBOE. As of January 31, 2024, there were approximately 116 holders of record of our common stock.DividendsEach share of common stock, including restricted stock awards and restricted stock units, is entitled to receive dividend and dividend equivalents, respectively, if, as and when declared by the Board of Directors of the Company.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.As a holding company, the Company’s ability to declare and continue to pay dividends in the future with respect to its common stock will also be dependent upon the ability of its subsidiaries to pay dividends to it under applicable corporate law.Recent Sales of Unregistered SecuritiesNot applicable.Use of ProceedsNot applicable.Purchases of Equity Securities by the Issuer and Affiliated PurchasersShare Repurchase ProgramIn 2011, the Board of Directors approved an initial authorization for the Company to repurchase shares of its outstanding common stock of $100 million and subsequently approved additional authorizations, for a total authorization of $1.8 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.Under the program, for the year ended December 31, 2023, the Company repurchased 661,721 shares of common stock at an average cost per share of $126.80, totaling $83.9 million. Since inception of the program through December 31, 2023, the Company has repurchased 19,610,088 shares of common stock at an average cost per share of $72.21, totaling $1.4 billion. As of December 31, 2023, the Company had $384.0 million of availability remaining under its existing share repurchase authorizations.​64 Table of Contents Table of Contents Table of Contents PART IIItem 5.Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity SecuritiesCommon StockThe Company’s common stock is listed on Cboe BZX under the trading symbol CBOE. As of January 31, 2024, there were approximately 116 holders of record of our common stock.DividendsEach share of common stock, including restricted stock awards and restricted stock units, is entitled to receive dividend and dividend equivalents, respectively, if, as and when declared by the Board of Directors of the Company.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.As a holding company, the Company’s ability to declare and continue to pay dividends in the future with respect to its common stock will also be dependent upon the ability of its subsidiaries to pay dividends to it under applicable corporate law.Recent Sales of Unregistered SecuritiesNot applicable.Use of ProceedsNot applicable.Purchases of Equity Securities by the Issuer and Affiliated PurchasersShare Repurchase ProgramIn 2011, the Board of Directors approved an initial authorization for the Company to repurchase shares of its outstanding common stock of $100 million and subsequently approved additional authorizations, for a total authorization of $1.8 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.Under the program, for the year ended December 31, 2023, the Company repurchased 661,721 shares of common stock at an average cost per share of $126.80, totaling $83.9 million. Since inception of the program through December 31, 2023, the Company has repurchased 19,610,088 shares of common stock at an average cost per share of $72.21, totaling $1.4 billion. As of December 31, 2023, the Company had $384.0 million of availability remaining under its existing share repurchase authorizations.​ PART II Item 5.Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities" }, { "status": "REMOVED", "current_title": null, "prior_title": "Common Stock", "prior_body": "The Company’s common stock is listed on Cboe BZX under the trading symbol CBOE. As of January 31, 2024, there were approximately 116 holders of record of our common stock. Dividends Each share of common stock, including restricted stock awards and restricted stock units, is entitled to receive dividend and dividend equivalents, respectively, if, as and when declared by the Board of Directors of the Company. 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. As a holding company, the Company’s ability to declare and continue to pay dividends in the future with respect to its common stock will also be dependent upon the ability of its subsidiaries to pay dividends to it under applicable corporate law." }, { "status": "REMOVED", "current_title": null, "prior_title": "Share Repurchase Program", "prior_body": "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 subsequently approved additional authorizations, for a total authorization of $1.8 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. Under the program, for the year ended December 31, 2023, the Company repurchased 661,721 shares of common stock at an average cost per share of $126.80, totaling $83.9 million. Since inception of the program through December 31, 2023, the Company has repurchased 19,610,088 shares of common stock at an average cost per share of $72.21, totaling $1.4 billion. As of December 31, 2023, the Company had $384.0 million of availability remaining under its existing share repurchase authorizations. ​ 64 64 Table of ContentsThe table below shows the purchases of equity securities by the Company which settled during the three months ended December 31, 2023, reflecting the purchase of common stock under the Company's share repurchase program:​​​​​​​​​​​​​​​​​​​Total Number of ​Approximate Dollar​​​​​​​Shares Purchased ​Value of Shares that May​​​​​​​as Part of Publicly ​Yet Be Purchased Under​​Total Number of​Average Price​Announced Plans​the Plans or ProgramsPeriod Shares Purchased Paid per Share or Programs (in millions)October 1 to October 31, 2023​ —​$ —​ —​$ 389.8November 1 to November 30, 2023​ —​​ —​ —​​ 389.8December 1 to December 31, 2023​ 33,507​​ 173.59​ 33,507​​ 384.0Total​ 33,507​$ 173.59​ 33,507​​​​​Purchase of common stock from employeesDuring the fiscal quarter ended December 31, 2023, we purchased shares from employees in connection with the settlement of employee tax withholding obligations arising from the vesting of restricted stock units and restricted stock awards. The table below represents repurchases made by or on behalf of us or any “affiliated purchaser” of our common stock during the fiscal quarter ended December 31, 2023:​​​​​​​​Total number of shares​Average price paidPeriod​purchased​per shareOctober 1 to October 31, 2023​ —​$ —November 1 to November 30, 2023​ 243​​ 176.66December 1 to December 31, 2023​ 52​​ 134.03Total​ 295​​ 169.18​​65 Table of Contents Table of Contents Table of Contents The table below shows the purchases of equity securities by the Company which settled during the three months ended December 31, 2023, reflecting the purchase of common stock under the Company's share repurchase program:​​​​​​​​​​​​​​​​​​​Total Number of ​Approximate Dollar​​​​​​​Shares Purchased ​Value of Shares that May​​​​​​​as Part of Publicly ​Yet Be Purchased Under​​Total Number of​Average Price​Announced Plans​the Plans or ProgramsPeriod Shares Purchased Paid per Share or Programs (in millions)October 1 to October 31, 2023​ —​$ —​ —​$ 389.8November 1 to November 30, 2023​ —​​ —​ —​​ 389.8December 1 to December 31, 2023​ 33,507​​ 173.59​ 33,507​​ 384.0Total​ 33,507​$ 173.59​ 33,507​​​​​Purchase of common stock from employeesDuring the fiscal quarter ended December 31, 2023, we purchased shares from employees in connection with the settlement of employee tax withholding obligations arising from the vesting of restricted stock units and restricted stock awards. The table below represents repurchases made by or on behalf of us or any “affiliated purchaser” of our common stock during the fiscal quarter ended December 31, 2023:​​​​​​​​Total number of shares​Average price paidPeriod​purchased​per shareOctober 1 to October 31, 2023​ —​$ —November 1 to November 30, 2023​ 243​​ 176.66December 1 to December 31, 2023​ 52​​ 134.03Total​ 295​​ 169.18​​ The table below shows the purchases of equity securities by the Company which settled during the three months ended December 31, 2023, reflecting the purchase of common stock under the Company's share repurchase program: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​" }, { "status": "REMOVED", "current_title": null, "prior_title": "(in millions)", "prior_body": "October 1 to October 31, 2023 ​ — ​ $ — ​ — ​ $ 389.8 November 1 to November 30, 2023 ​ — ​ ​ — ​ — ​ ​ 389.8 December 1 to December 31, 2023 ​ 33,507 ​ ​ 173.59 ​ 33,507 ​ ​ 384.0 Total ​ 33,507 ​ $ 173.59 ​ 33,507 ​ ​ ​ ​ ​" }, { "status": "REMOVED", "current_title": null, "prior_title": "Purchase of common stock from employees", "prior_body": "During the fiscal quarter ended December 31, 2023, we purchased shares from employees in connection with the settlement of employee tax withholding obligations arising from the vesting of restricted stock units and restricted stock awards. The table below represents repurchases made by or on behalf of us or any “affiliated purchaser” of our common stock during the fiscal quarter ended December 31, 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​" }, { "status": "REMOVED", "current_title": null, "prior_title": "Average price paid", "prior_body": "Period ​ purchased ​ per share October 1 to October 31, 2023 ​ — ​ $ — November 1 to November 30, 2023 ​ 243 ​ ​ 176.66 December 1 to December 31, 2023 ​ 52 ​ ​ 134.03 Total ​ 295 ​ ​ 169.18 ​ ​ 65 65 Table of ContentsStockholder Return Performance Graph The following graph compares the cumulative total return provided to stockholders on our common stock since December 31, 2018 against the return of the S&P 500 Index and a customized peer group that includes CME Group Inc., Intercontinental Exchange Inc., and Nasdaq, Inc.An investment of $100, with reinvestment of all dividends, is assumed to have been made in our common stock, the index and the peer groups on December 31, 2018, and its performance is tracked on an annual basis through December 31, 2023.Comparison of Cumulative Total Return of theCompany, Peer Groups, Industry Indices and/or Broad MarketsCOMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*Among Cboe Global Markets, Inc., the S&P 500 Indexand a Peer Group​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​12/18​12/19​12/20​12/21​12/22​12/23Cboe Global Markets, Inc.​100.00​124.16​97.88​139.21​136.20​196.64S&P 500​100.00​125.72​148.85​191.58​156.88​198.13Peer Group​100.00​122.67​142.87​197.23​162.00​182.70​66 Table of Contents Table of Contents Table of Contents Stockholder Return Performance Graph The following graph compares the cumulative total return provided to stockholders on our common stock since December 31, 2018 against the return of the S&P 500 Index and a customized peer group that includes CME Group Inc., Intercontinental Exchange Inc., and Nasdaq, Inc.An investment of $100, with reinvestment of all dividends, is assumed to have been made in our common stock, the index and the peer groups on December 31, 2018, and its performance is tracked on an annual basis through December 31, 2023.Comparison of Cumulative Total Return of theCompany, Peer Groups, Industry Indices and/or Broad MarketsCOMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*Among Cboe Global Markets, Inc., the S&P 500 Indexand a Peer Group​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​12/18​12/19​12/20​12/21​12/22​12/23Cboe Global Markets, Inc.​100.00​124.16​97.88​139.21​136.20​196.64S&P 500​100.00​125.72​148.85​191.58​156.88​198.13Peer Group​100.00​122.67​142.87​197.23​162.00​182.70​" }, { "status": "REMOVED", "current_title": null, "prior_title": "Stockholder Return Performance Graph", "prior_body": "The following graph compares the cumulative total return provided to stockholders on our common stock since December 31, 2018 against the return of the S&P 500 Index and a customized peer group that includes CME Group Inc., Intercontinental Exchange Inc., and Nasdaq, Inc. An investment of $100, with reinvestment of all dividends, is assumed to have been made in our common stock, the index and the peer groups on December 31, 2018, and its performance is tracked on an annual basis through December 31, 2023." }, { "status": "REMOVED", "current_title": null, "prior_title": "COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*", "prior_body": "Among Cboe Global Markets, Inc., the S&P 500 Index and a Peer Group ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 12/18 ​ 12/19 ​ 12/20 ​ 12/21 ​ 12/22 ​ 12/23 Cboe Global Markets, Inc. ​ 100.00 ​ 124.16 ​ 97.88 ​ 139.21 ​ 136.20 ​ 196.64 S&P 500 ​ 100.00 ​ 125.72 ​ 148.85 ​ 191.58 ​ 156.88 ​ 198.13 Peer Group ​ 100.00 ​ 122.67 ​ 142.87 ​ 197.23 ​ 162.00 ​ 182.70 ​ 66 66 Table of ContentsItem 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 2022 operating results to its 2021 operating results can be found in the Management’s Discussion and Analysis of Financial Condition and Results of Operations section in the Company’s 2022 Annual Report on Form 10-K filed February 17, 2023 at www.sec.gov.INTRODUCTIONManagement’s Discussion and Analysis of Financial Condition and Results of Operations is organized as follows:●Executive Summary – Includes an overview of the Company’s business; a description of notable recent developments, current economic, competitive and regulatory trends relevant to our business; the Company’s current business strategy; and the Company’s primary sources of operating and non-operating revenues and expenses.●Results of Operations – Includes an analysis of the Company’s 2023 and 2022 financial results and a discussion of any known events or trends which are likely to impact future results.●Liquidity and Capital Resources – Includes a discussion of the Company’s future cash requirements, capital resources, and financing arrangements.●Critical Accounting Estimates – Provides an explanation of accounting estimates which may have a significant impact on the Company’s financial results and the judgments, assumptions, and uncertainties associated with those estimates.●Recent Accounting Pronouncements – Includes an evaluation of recent accounting pronouncements and the potential impact of their future adoption on the Company’s financial results.EXECUTIVE SUMMARYOverviewCboe Global Markets, Inc., the world's leading derivatives and securities exchange network, delivers cutting-edge trading, clearing and investment solutions to people around the world. Cboe provides trading solutions and products in multiple asset classes, including equities, derivatives, FX, and digital assets, across North America, Europe, and Asia Pacific. Above all, the Company is committed to building a trusted, inclusive global marketplace that enables people to pursue a sustainable financial future. Cboe’s subsidiaries include the largest options exchange and the third largest stock exchange operator in the U.S. In addition, the Company operates Cboe Europe, one of the largest stock exchanges by value traded in Europe, and owns Cboe Clear Europe, a leading pan-European equities and derivatives clearinghouse, BIDS Holdings, which owns a leading block-trading ATS by volume in the U.S., and provides block-trading services with Cboe market operators in Europe, Canada, Australia, and Japan, Cboe Australia, an operator of trading venues in Australia, Cboe Japan, an operator of trading venues in Japan, Cboe Digital, an operator of a U.S. based digital asset spot market and a regulated futures exchange, Cboe Clear Digital, an operator of a regulated clearinghouse, and Cboe Canada Inc., a recognized Canadian securities exchange. Cboe subsidiaries also serve collectively as a leading market globally for exchange-traded products (“ETPs”) listings and trading. The Company is headquartered in Chicago with offices in Amsterdam, Belfast, Hong Kong, Kansas City, London, Manila, New York, San Francisco, Sarasota Springs, Singapore, Sydney, Tokyo, and Toronto.67 Table of Contents Table of Contents Table of Contents 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 2022 operating results to its 2021 operating results can be found in the Management’s Discussion and Analysis of Financial Condition and Results of Operations section in the Company’s 2022 Annual Report on Form 10-K filed February 17, 2023 at www.sec.gov.INTRODUCTIONManagement’s Discussion and Analysis of Financial Condition and Results of Operations is organized as follows:●Executive Summary – Includes an overview of the Company’s business; a description of notable recent developments, current economic, competitive and regulatory trends relevant to our business; the Company’s current business strategy; and the Company’s primary sources of operating and non-operating revenues and expenses.●Results of Operations – Includes an analysis of the Company’s 2023 and 2022 financial results and a discussion of any known events or trends which are likely to impact future results.●Liquidity and Capital Resources – Includes a discussion of the Company’s future cash requirements, capital resources, and financing arrangements.●Critical Accounting Estimates – Provides an explanation of accounting estimates which may have a significant impact on the Company’s financial results and the judgments, assumptions, and uncertainties associated with those estimates.●Recent Accounting Pronouncements – Includes an evaluation of recent accounting pronouncements and the potential impact of their future adoption on the Company’s financial results.EXECUTIVE SUMMARYOverviewCboe Global Markets, Inc., the world's leading derivatives and securities exchange network, delivers cutting-edge trading, clearing and investment solutions to people around the world. Cboe provides trading solutions and products in multiple asset classes, including equities, derivatives, FX, and digital assets, across North America, Europe, and Asia Pacific. Above all, the Company is committed to building a trusted, inclusive global marketplace that enables people to pursue a sustainable financial future. Cboe’s subsidiaries include the largest options exchange and the third largest stock exchange operator in the U.S. In addition, the Company operates Cboe Europe, one of the largest stock exchanges by value traded in Europe, and owns Cboe Clear Europe, a leading pan-European equities and derivatives clearinghouse, BIDS Holdings, which owns a leading block-trading ATS by volume in the U.S., and provides block-trading services with Cboe market operators in Europe, Canada, Australia, and Japan, Cboe Australia, an operator of trading venues in Australia, Cboe Japan, an operator of trading venues in Japan, Cboe Digital, an operator of a U.S. based digital asset spot market and a regulated futures exchange, Cboe Clear Digital, an operator of a regulated clearinghouse, and Cboe Canada Inc., a recognized Canadian securities exchange. Cboe subsidiaries also serve collectively as a leading market globally for exchange-traded products (“ETPs”) listings and trading. The Company is headquartered in Chicago with offices in Amsterdam, Belfast, Hong Kong, Kansas City, London, Manila, New York, San Francisco, Sarasota Springs, Singapore, Sydney, Tokyo, and Toronto. 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 2022 operating results to its 2021 operating results can be found in the Management’s Discussion and Analysis of Financial Condition and Results of Operations section in the Company’s 2022 Annual Report on Form 10-K filed February 17, 2023 at www.sec.gov." }, { "status": "REMOVED", "current_title": null, "prior_title": "INTRODUCTION", "prior_body": "Management’s Discussion and Analysis of Financial Condition and Results of Operations is organized as follows:" }, { "status": "REMOVED", "current_title": null, "prior_title": "EXECUTIVE SUMMARY", "prior_body": "Overview Cboe Global Markets, Inc., the world's leading derivatives and securities exchange network, delivers cutting-edge trading, clearing and investment solutions to people around the world. Cboe provides trading solutions and products in multiple asset classes, including equities, derivatives, FX, and digital assets, across North America, Europe, and Asia Pacific. Above all, the Company is committed to building a trusted, inclusive global marketplace that enables people to pursue a sustainable financial future. Cboe’s subsidiaries include the largest options exchange and the third largest stock exchange operator in the U.S. In addition, the Company operates Cboe Europe, one of the largest stock exchanges by value traded in Europe, and owns Cboe Clear Europe, a leading pan-European equities and derivatives clearinghouse, BIDS Holdings, which owns a leading block-trading ATS by volume in the U.S., and provides block-trading services with Cboe market operators in Europe, Canada, Australia, and Japan, Cboe Australia, an operator of trading venues in Australia, Cboe Japan, an operator of trading venues in Japan, Cboe Digital, an operator of a U.S. based digital asset spot market and a regulated futures exchange, Cboe Clear Digital, an operator of a regulated clearinghouse, and Cboe Canada Inc., a recognized Canadian securities exchange. Cboe subsidiaries also serve collectively as a leading market globally for exchange-traded products (“ETPs”) listings and trading. The Company is headquartered in Chicago with offices in Amsterdam, Belfast, Hong Kong, Kansas City, London, Manila, New York, San Francisco, Sarasota Springs, Singapore, Sydney, Tokyo, and Toronto. 67 67 Table of ContentsBusiness Segments The Company operates six reportable business segments: Options, North American Equities, Europe and Asia Pacific, Futures, Global FX, and Digital, which is reflective of how the Company's chief operating decision-maker reviews and operates the business, as discussed in Note 1 (“Nature of Operations”). Segment performance is primarily evaluated based on operating income (loss). The Company’s chief operating decision-maker does not use segment-level assets or income and expenses below operating income (loss) as key performance metrics; therefore, such information is not presented below. The Company has aggregated all of its corporate costs, as well as other business ventures, within the Corporate Items and Eliminations totals based on the decision that those activities should not be used to evaluate the operating performance of the segments; however, operating expenses that relate to activities of a specific segment have been allocated to that segment.Options. The Options segment includes options on market indices (“index options”), as well as on the stocks of individual corporations (“equity options”) and 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, as applicable, on Cboe Options, C2, BZX, EDGX, and/or 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 fees revenues generated from the consolidated tape plans, the licensing of proprietary options market data, index licensing, routing services, and access and capacity services.North American Equities. The North American Equities segment includes 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 in the U.S. and Canada, and Canadian equities and other transaction services that occur on or through Cboe Canada Inc.’s order books. The North American Equities segment also includes listing services on Cboe Canada Inc., corporate and ETP listings on BZX, applicable market data fees revenues 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 equities exchanges) and Cboe Europe Derivatives (“CEDX”). It also includes the ETP listings business on RMs and clearing activities of Cboe Clear Europe, as well as the equities transaction services of Cboe Australia and Cboe Japan, operators of trading venues in Australia and Japan, respectively, along with equities transactions that occur on the BIDS Trading platform in Australia and Japan. Cboe Europe operates lit and dark books, a periodic auctions book, and Cboe BIDS Europe, 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. Cboe Europe Derivatives, a pan-European derivatives platform launched in September 2021, offers futures and options based on Cboe Europe equity indices, and single stock options. 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 CFE, a fully electronic futures exchange, 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, as well as revenue generated from the licensing of proprietary market data and from access and capacity services. The segment 68 Table of Contents Table of Contents Table of Contents Business Segments The Company operates six reportable business segments: Options, North American Equities, Europe and Asia Pacific, Futures, Global FX, and Digital, which is reflective of how the Company's chief operating decision-maker reviews and operates the business, as discussed in Note 1 (“Nature of Operations”). Segment performance is primarily evaluated based on operating income (loss). The Company’s chief operating decision-maker does not use segment-level assets or income and expenses below operating income (loss) as key performance metrics; therefore, such information is not presented below. The Company has aggregated all of its corporate costs, as well as other business ventures, within the Corporate Items and Eliminations totals based on the decision that those activities should not be used to evaluate the operating performance of the segments; however, operating expenses that relate to activities of a specific segment have been allocated to that segment.Options. The Options segment includes options on market indices (“index options”), as well as on the stocks of individual corporations (“equity options”) and 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, as applicable, on Cboe Options, C2, BZX, EDGX, and/or 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 fees revenues generated from the consolidated tape plans, the licensing of proprietary options market data, index licensing, routing services, and access and capacity services.North American Equities. The North American Equities segment includes 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 in the U.S. and Canada, and Canadian equities and other transaction services that occur on or through Cboe Canada Inc.’s order books. The North American Equities segment also includes listing services on Cboe Canada Inc., corporate and ETP listings on BZX, applicable market data fees revenues 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 equities exchanges) and Cboe Europe Derivatives (“CEDX”). It also includes the ETP listings business on RMs and clearing activities of Cboe Clear Europe, as well as the equities transaction services of Cboe Australia and Cboe Japan, operators of trading venues in Australia and Japan, respectively, along with equities transactions that occur on the BIDS Trading platform in Australia and Japan. Cboe Europe operates lit and dark books, a periodic auctions book, and Cboe BIDS Europe, 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. Cboe Europe Derivatives, a pan-European derivatives platform launched in September 2021, offers futures and options based on Cboe Europe equity indices, and single stock options. 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 CFE, a fully electronic futures exchange, 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, as well as revenue generated from the licensing of proprietary market data and from access and capacity services. The segment" }, { "status": "REMOVED", "current_title": null, "prior_title": "Business Segments", "prior_body": "The Company operates six reportable business segments: Options, North American Equities, Europe and Asia Pacific, Futures, Global FX, and Digital, which is reflective of how the Company's chief operating decision-maker reviews and operates the business, as discussed in Note 1 (“Nature of Operations”). Segment performance is primarily evaluated based on operating income (loss). The Company’s chief operating decision-maker does not use segment-level assets or income and expenses below operating income (loss) as key performance metrics; therefore, such information is not presented below. The Company has aggregated all of its corporate costs, as well as other business ventures, within the Corporate Items and Eliminations totals based on the decision that those activities should not be used to evaluate the operating performance of the segments; however, operating expenses that relate to activities of a specific segment have been allocated to that segment. Options. The Options segment includes options on market indices (“index options”), as well as on the stocks of individual corporations (“equity options”) and 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, as applicable, on Cboe Options, C2, BZX, EDGX, and/or 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 fees revenues generated from the consolidated tape plans, the licensing of proprietary options market data, index licensing, routing services, and access and capacity services. North American Equities. The North American Equities segment includes 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 in the U.S. and Canada, and Canadian equities and other transaction services that occur on or through Cboe Canada Inc.’s order books. The North American Equities segment also includes listing services on Cboe Canada Inc., corporate and ETP listings on BZX, applicable market data fees revenues 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 equities exchanges) and Cboe Europe Derivatives (“CEDX”). It also includes the ETP listings business on RMs and clearing activities of Cboe Clear Europe, as well as the equities transaction services of Cboe Australia and Cboe Japan, operators of trading venues in Australia and Japan, respectively, along with equities transactions that occur on the BIDS Trading platform in Australia and Japan. Cboe Europe operates lit and dark books, a periodic auctions book, and Cboe BIDS Europe, 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. Cboe Europe Derivatives, a pan-European derivatives platform launched in September 2021, offers futures and options based on Cboe Europe equity indices, and single stock options. 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 CFE, a fully electronic futures exchange, 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, as well as revenue generated from the licensing of proprietary market data and from access and capacity services. The segment 68 68 Table of Contentsincludes transaction services for U.S. government securities executed on the Cboe Fixed Income fully electronic trading platform.Digital. The Digital segment includes a U.S. based digital asset spot market, a regulated futures exchange, and a regulated clearinghouse, as well as revenue generated from the licensing of proprietary market data and from access and capacity services.Executive TransitionsOn July 6, 2023, Brian Schell, former Executive Vice President, Chief Financial Officer and Treasurer, announced his departure from the Company to pursue a new professional opportunity outside of the exchange industry. Jill Griebenow, Senior Vice President, Chief Accounting Officer, was appointed to serve as Executive Vice President, Chief Financial Officer, Treasurer and Chief Accounting Officer effective July 10, 2023, and currently serves as Executive Vice President, Chief Financial Officer.On September 18, 2023 (the “Effective Date”), Edward T. Tilly, former Chief Executive Officer of the Company, resigned and voluntarily terminated his employment with the Company. Mr. Tilly also resigned as Chairman of the Company’s Board of Directors, effective as of the Effective Date. Mr. Tilly’s resignation followed the conclusion of an investigation led by the Board of Directors and outside independent counsel that was launched in late August 2023. The Board of Directors determined that Mr. Tilly did not disclose personal relationships with colleagues, which violated the Company’s policies and stands in stark contrast to the Company’s values. The conduct was not related to and does not impact the Company’s strategy, financial performance, technology and market operations, financial reporting or internal controls over financial reporting. Following Mr. Tilly’s resignation, Fredric J. Tomczyk, an existing director of the Company, was appointed as Chief Executive Officer of the Company, effective as of the Effective Date. As a result of Mr. Tomczyk’s appointment as Chief Executive Officer, Mr. Tomczyk stepped down from the Board of Directors’ Compensation Committee and Finance and Strategy Committee as of the Effective Date. Also as of the Effective Date, William M. Farrow III was appointed as non-executive Chairman of the Board of Directors (replacing his prior role as Lead Director of the Board of Directors).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:​●trading volumes on our proprietary products such as VIX options and futures and SPX options;●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, volumes in digital assets, and volumes in institutional FX trading; ●the demand for and pricing structure of the U.S. tape plan market data distributed by the SIPs, which determines the pool size of the industry market data fees we receive based on our market share;●consolidation and expansion of our customers and competitors in the industry; ●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; ●continuing pressure in transaction fee pricing due to intense competition in the North American, European, and Asia Pacific markets;●significant fluctuations in foreign currency translation rates or weakened value of currencies; and●regulatory changes and obligations relating to market structure, digital assets and increased capital requirements, and those which affect certain types of instruments, transactions, products, pricing structures, capital market participants or reporting or compliance requirements.A number of significant structural, political and monetary issues, global conflicts continue to confront the global economy, and instability could continue, resulting in an increased or subdued level of inflation, market volatility, potential recessions, supply chain constraints, changes in trading volumes, greater uncertainty, inflationary increases in our expenses, such as compensation inflation, and increased costs and uncertainties related to CAT and the ability to collect on the promissory notes related to the funding of CAT may have an adverse effect on our financial results.69 Table of Contents Table of Contents Table of Contents includes transaction services for U.S. government securities executed on the Cboe Fixed Income fully electronic trading platform.Digital. The Digital segment includes a U.S. based digital asset spot market, a regulated futures exchange, and a regulated clearinghouse, as well as revenue generated from the licensing of proprietary market data and from access and capacity services.Executive TransitionsOn July 6, 2023, Brian Schell, former Executive Vice President, Chief Financial Officer and Treasurer, announced his departure from the Company to pursue a new professional opportunity outside of the exchange industry. Jill Griebenow, Senior Vice President, Chief Accounting Officer, was appointed to serve as Executive Vice President, Chief Financial Officer, Treasurer and Chief Accounting Officer effective July 10, 2023, and currently serves as Executive Vice President, Chief Financial Officer.On September 18, 2023 (the “Effective Date”), Edward T. Tilly, former Chief Executive Officer of the Company, resigned and voluntarily terminated his employment with the Company. Mr. Tilly also resigned as Chairman of the Company’s Board of Directors, effective as of the Effective Date. Mr. Tilly’s resignation followed the conclusion of an investigation led by the Board of Directors and outside independent counsel that was launched in late August 2023. The Board of Directors determined that Mr. Tilly did not disclose personal relationships with colleagues, which violated the Company’s policies and stands in stark contrast to the Company’s values. The conduct was not related to and does not impact the Company’s strategy, financial performance, technology and market operations, financial reporting or internal controls over financial reporting. Following Mr. Tilly’s resignation, Fredric J. Tomczyk, an existing director of the Company, was appointed as Chief Executive Officer of the Company, effective as of the Effective Date. As a result of Mr. Tomczyk’s appointment as Chief Executive Officer, Mr. Tomczyk stepped down from the Board of Directors’ Compensation Committee and Finance and Strategy Committee as of the Effective Date. Also as of the Effective Date, William M. Farrow III was appointed as non-executive Chairman of the Board of Directors (replacing his prior role as Lead Director of the Board of Directors).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:​●trading volumes on our proprietary products such as VIX options and futures and SPX options;●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, volumes in digital assets, and volumes in institutional FX trading; ●the demand for and pricing structure of the U.S. tape plan market data distributed by the SIPs, which determines the pool size of the industry market data fees we receive based on our market share;●consolidation and expansion of our customers and competitors in the industry; ●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; ●continuing pressure in transaction fee pricing due to intense competition in the North American, European, and Asia Pacific markets;●significant fluctuations in foreign currency translation rates or weakened value of currencies; and●regulatory changes and obligations relating to market structure, digital assets and increased capital requirements, and those which affect certain types of instruments, transactions, products, pricing structures, capital market participants or reporting or compliance requirements.A number of significant structural, political and monetary issues, global conflicts continue to confront the global economy, and instability could continue, resulting in an increased or subdued level of inflation, market volatility, potential recessions, supply chain constraints, changes in trading volumes, greater uncertainty, inflationary increases in our expenses, such as compensation inflation, and increased costs and uncertainties related to CAT and the ability to collect on the promissory notes related to the funding of CAT may have an adverse effect on our financial results. includes transaction services for U.S. government securities executed on the Cboe Fixed Income fully electronic trading platform. Digital. The Digital segment includes a U.S. based digital asset spot market, a regulated futures exchange, and a regulated clearinghouse, as well as revenue generated from the licensing of proprietary market data and from access and capacity services." }, { "status": "REMOVED", "current_title": null, "prior_title": "Executive Transitions", "prior_body": "On July 6, 2023, Brian Schell, former Executive Vice President, Chief Financial Officer and Treasurer, announced his departure from the Company to pursue a new professional opportunity outside of the exchange industry. Jill Griebenow, Senior Vice President, Chief Accounting Officer, was appointed to serve as Executive Vice President, Chief Financial Officer, Treasurer and Chief Accounting Officer effective July 10, 2023, and currently serves as Executive Vice President, Chief Financial Officer. On September 18, 2023 (the “Effective Date”), Edward T. Tilly, former Chief Executive Officer of the Company, resigned and voluntarily terminated his employment with the Company. Mr. Tilly also resigned as Chairman of the Company’s Board of Directors, effective as of the Effective Date. Mr. Tilly’s resignation followed the conclusion of an investigation led by the Board of Directors and outside independent counsel that was launched in late August 2023. The Board of Directors determined that Mr. Tilly did not disclose personal relationships with colleagues, which violated the Company’s policies and stands in stark contrast to the Company’s values. The conduct was not related to and does not impact the Company’s strategy, financial performance, technology and market operations, financial reporting or internal controls over financial reporting. Following Mr. Tilly’s resignation, Fredric J. Tomczyk, an existing director of the Company, was appointed as Chief Executive Officer of the Company, effective as of the Effective Date. As a result of Mr. Tomczyk’s appointment as Chief Executive Officer, Mr. Tomczyk stepped down from the Board of Directors’ Compensation Committee and Finance and Strategy Committee as of the Effective Date. Also as of the Effective Date, William M. Farrow III was appointed as non-executive Chairman of the Board of Directors (replacing his prior role as Lead Director of the Board of Directors)." }, { "status": "REMOVED", "current_title": null, "prior_title": "General Factors Affecting Results of Operations", "prior_body": "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: ​ A number of significant structural, political and monetary issues, global conflicts continue to confront the global economy, and instability could continue, resulting in an increased or subdued level of inflation, market volatility, potential recessions, supply chain constraints, changes in trading volumes, greater uncertainty, inflationary increases in our expenses, such as compensation inflation, and increased costs and uncertainties related to CAT and the ability to collect on the promissory notes related to the funding of CAT may have an adverse effect on our financial results. 69 69 Table of ContentsComponents of RevenuesThe components of revenues are described below:Cash and Spot MarketsRevenue aggregated into cash and spot markets includes associated transaction and clearing fees, the portion of market data fees relating to associated U.S. tape plan market data fees, associated regulatory fees, and associated other revenue from the Company’s North American Equities, Europe and Asia Pacific, Global FX, and Digital segments. Data and Access SolutionsRevenue aggregated into data and access solutions includes access and capacity fees, proprietary market data fees, and associated other revenue across the Company’s six segments. Derivatives MarketsIncludes associated transaction and clearing fees, the portion of market data fees relating to associated U.S. tape plan market data fees, associated regulatory fees, and associated other fees from the Company’s Options, Futures, Europe and Asia Pacific, and Digital segments. Components of Cost of RevenuesLiquidity PaymentsLiquidity payments are primarily 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 Cboe Options, C2, BZX, EDGX, and Cboe Europe Equities and Derivatives, and Cboe Digital, 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 ClearingVarious rules require that U.S. options and equities trade executions occur at the National Best Bid and Offer 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 Cboe Clear Europe and Cboe Clear Digital.Section 31 FeesExchanges under the authority of the SEC (Cboe Options, C2, BZX, BYX, EDGX, and EDGA as well as CFE to the extent that CFE offers trading in security futures products) 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. Cboe Trading, Cboe Europe, Cboe NL, BIDS, MATCHNow, Cboe FX, Cboe Australia, Cboe Japan, Cboe Digital, and Cboe Canada are not U.S. national securities exchanges, and accordingly are not charged Section 31 fees.70 Table of Contents Table of Contents Table of Contents Components of RevenuesThe components of revenues are described below:Cash and Spot MarketsRevenue aggregated into cash and spot markets includes associated transaction and clearing fees, the portion of market data fees relating to associated U.S. tape plan market data fees, associated regulatory fees, and associated other revenue from the Company’s North American Equities, Europe and Asia Pacific, Global FX, and Digital segments. Data and Access SolutionsRevenue aggregated into data and access solutions includes access and capacity fees, proprietary market data fees, and associated other revenue across the Company’s six segments. Derivatives MarketsIncludes associated transaction and clearing fees, the portion of market data fees relating to associated U.S. tape plan market data fees, associated regulatory fees, and associated other fees from the Company’s Options, Futures, Europe and Asia Pacific, and Digital segments. Components of Cost of RevenuesLiquidity PaymentsLiquidity payments are primarily 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 Cboe Options, C2, BZX, EDGX, and Cboe Europe Equities and Derivatives, and Cboe Digital, 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 ClearingVarious rules require that U.S. options and equities trade executions occur at the National Best Bid and Offer 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 Cboe Clear Europe and Cboe Clear Digital.Section 31 FeesExchanges under the authority of the SEC (Cboe Options, C2, BZX, BYX, EDGX, and EDGA as well as CFE to the extent that CFE offers trading in security futures products) 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. Cboe Trading, Cboe Europe, Cboe NL, BIDS, MATCHNow, Cboe FX, Cboe Australia, Cboe Japan, Cboe Digital, and Cboe Canada are not U.S. national securities exchanges, and accordingly are not charged Section 31 fees." }, { "status": "REMOVED", "current_title": null, "prior_title": "Cash and Spot Markets", "prior_body": "Revenue aggregated into cash and spot markets includes associated transaction and clearing fees, the portion of market data fees relating to associated U.S. tape plan market data fees, associated regulatory fees, and associated other revenue from the Company’s North American Equities, Europe and Asia Pacific, Global FX, and Digital segments." }, { "status": "REMOVED", "current_title": null, "prior_title": "Data and Access Solutions", "prior_body": "Revenue aggregated into data and access solutions includes access and capacity fees, proprietary market data fees, and associated other revenue across the Company’s six segments." }, { "status": "REMOVED", "current_title": null, "prior_title": "Derivatives Markets", "prior_body": "Includes associated transaction and clearing fees, the portion of market data fees relating to associated U.S. tape plan market data fees, associated regulatory fees, and associated other fees from the Company’s Options, Futures, Europe and Asia Pacific, and Digital segments." }, { "status": "REMOVED", "current_title": null, "prior_title": "Liquidity Payments", "prior_body": "Liquidity payments are primarily 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 Cboe Options, C2, BZX, EDGX, and Cboe Europe Equities and Derivatives, and Cboe Digital, 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." }, { "status": "REMOVED", "current_title": null, "prior_title": "Routing and Clearing", "prior_body": "Various rules require that U.S. options and equities trade executions occur at the National Best Bid and Offer 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 Cboe Clear Europe and Cboe Clear Digital." }, { "status": "REMOVED", "current_title": null, "prior_title": "Section 31 Fees", "prior_body": "Exchanges under the authority of the SEC (Cboe Options, C2, BZX, BYX, EDGX, and EDGA as well as CFE to the extent that CFE offers trading in security futures products) 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. Cboe Trading, Cboe Europe, Cboe NL, BIDS, MATCHNow, Cboe FX, Cboe Australia, Cboe Japan, Cboe Digital, and Cboe Canada are not U.S. national securities exchanges, and accordingly are not charged Section 31 fees. 70 70 Table of ContentsRoyalty Fees and Other Cost of RevenuesRoyalty 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 Global Indices Feed (“CGIF”).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 ExpensesCompensation and BenefitsCompensation 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 employee 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 AmortizationDepreciation 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 ServicesTechnology 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 ServicesProfessional 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, as well as compensation paid to non-employee directors, including stock-based compensation and deferred compensation.Travel and Promotional ExpensesTravel and promotional expenses primarily consist of advertising, costs for special events, sponsorship of industry conferences, options education seminars and travel-related expenses.Facilities CostsFacilities costs primarily consist of expenses related to owned and leased properties including rent, maintenance, utilities, real estate taxes and telecommunications costs.Acquisition-Related CostsAcquisition-related costs relate to acquisitions and other strategic opportunities. The acquisition-related costs include fees for investment banking advisors, lawyers, accountants, tax advisors, public relations firms, severance and retention costs, capitalized software and facilities, and other external costs directly related to mergers and acquisitions.71 Table of Contents Table of Contents Table of Contents Royalty Fees and Other Cost of RevenuesRoyalty 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 Global Indices Feed (“CGIF”).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 ExpensesCompensation and BenefitsCompensation 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 employee 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 AmortizationDepreciation 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 ServicesTechnology 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 ServicesProfessional 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, as well as compensation paid to non-employee directors, including stock-based compensation and deferred compensation.Travel and Promotional ExpensesTravel and promotional expenses primarily consist of advertising, costs for special events, sponsorship of industry conferences, options education seminars and travel-related expenses.Facilities CostsFacilities costs primarily consist of expenses related to owned and leased properties including rent, maintenance, utilities, real estate taxes and telecommunications costs.Acquisition-Related CostsAcquisition-related costs relate to acquisitions and other strategic opportunities. The acquisition-related costs include fees for investment banking advisors, lawyers, accountants, tax advisors, public relations firms, severance and retention costs, capitalized software and facilities, and other external costs directly related to mergers and acquisitions." }, { "status": "REMOVED", "current_title": null, "prior_title": "Royalty Fees and Other Cost of Revenues", "prior_body": "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 Global Indices Feed (“CGIF”). Other cost of revenues primarily consists of interest expense from clearing operations, electronic access permit fees and other miscellaneous costs associated with other revenue." }, { "status": "REMOVED", "current_title": null, "prior_title": "Compensation and Benefits", "prior_body": "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 employee 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." }, { "status": "REMOVED", "current_title": null, "prior_title": "Depreciation and Amortization", "prior_body": "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." }, { "status": "REMOVED", "current_title": null, "prior_title": "Technology Support Services", "prior_body": "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." }, { "status": "REMOVED", "current_title": null, "prior_title": "Professional Fees and Outside Services", "prior_body": "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, as well as compensation paid to non-employee directors, including stock-based compensation and deferred compensation." }, { "status": "REMOVED", "current_title": null, "prior_title": "Travel and Promotional Expenses", "prior_body": "Travel and promotional expenses primarily consist of advertising, costs for special events, sponsorship of industry conferences, options education seminars and travel-related expenses." }, { "status": "REMOVED", "current_title": null, "prior_title": "Facilities Costs", "prior_body": "Facilities costs primarily consist of expenses related to owned and leased properties including rent, maintenance, utilities, real estate taxes and telecommunications costs." }, { "status": "REMOVED", "current_title": null, "prior_title": "Acquisition-Related Costs", "prior_body": "Acquisition-related costs relate to acquisitions and other strategic opportunities. The acquisition-related costs include fees for investment banking advisors, lawyers, accountants, tax advisors, public relations firms, severance and retention costs, capitalized software and facilities, and other external costs directly related to mergers and acquisitions. 71 71 Table of ContentsGoodwill ImpairmentGoodwill impairment consists of charges to impair goodwill of our reporting units if the carrying value exceeds the implied fair value.Other ExpensesOther expenses represent costs necessary to support our operations that are not already included in the above categories, including, but not limited to the impairment of digital assets held presented in intangible assets, net as part of the ordinary operations of the Digital segment and changes in contingent consideration. Non-Operating (Expenses) IncomeIncome 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, income and unrealized gains and losses related to investments held in a trust for the Company’s non-qualified retirement and benefit plans, including non-employee director deferred compensation, realized gains and losses related to the Company’s previously held minority investments, income earned related to the Company’s minority investments, equity earnings or losses from our investments in other business ventures, impairment of the Company’s investments, investment establishment costs associated with new business ventures, and loan forgiveness provided under the Small Business Administration (\"SBA\") Paycheck Protection Program (“PPP”). See Note 12 (“Debt”) for additional information regarding the PPP.RESULTS OF OPERATIONSThe 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.​72 Table of Contents Table of Contents Table of Contents Goodwill ImpairmentGoodwill impairment consists of charges to impair goodwill of our reporting units if the carrying value exceeds the implied fair value.Other ExpensesOther expenses represent costs necessary to support our operations that are not already included in the above categories, including, but not limited to the impairment of digital assets held presented in intangible assets, net as part of the ordinary operations of the Digital segment and changes in contingent consideration. Non-Operating (Expenses) IncomeIncome 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, income and unrealized gains and losses related to investments held in a trust for the Company’s non-qualified retirement and benefit plans, including non-employee director deferred compensation, realized gains and losses related to the Company’s previously held minority investments, income earned related to the Company’s minority investments, equity earnings or losses from our investments in other business ventures, impairment of the Company’s investments, investment establishment costs associated with new business ventures, and loan forgiveness provided under the Small Business Administration (\"SBA\") Paycheck Protection Program (“PPP”). See Note 12 (“Debt”) for additional information regarding the PPP.RESULTS OF OPERATIONSThe 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.​" }, { "status": "REMOVED", "current_title": null, "prior_title": "Goodwill Impairment", "prior_body": "Goodwill impairment consists of charges to impair goodwill of our reporting units if the carrying value exceeds the implied fair value." }, { "status": "REMOVED", "current_title": null, "prior_title": "Other Expenses", "prior_body": "Other expenses represent costs necessary to support our operations that are not already included in the above categories, including, but not limited to the impairment of digital assets held presented in intangible assets, net as part of the ordinary operations of the Digital segment and changes in contingent consideration." }, { "status": "REMOVED", "current_title": null, "prior_title": "Non-Operating (Expenses) Income", "prior_body": "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, income and unrealized gains and losses related to investments held in a trust for the Company’s non-qualified retirement and benefit plans, including non-employee director deferred compensation, realized gains and losses related to the Company’s previously held minority investments, income earned related to the Company’s minority investments, equity earnings or losses from our investments in other business ventures, impairment of the Company’s investments, investment establishment costs associated with new business ventures, and loan forgiveness provided under the Small Business Administration (\"SBA\") Paycheck Protection Program (“PPP”). See Note 12 (“Debt”) for additional information regarding the PPP." }, { "status": "REMOVED", "current_title": null, "prior_title": "RESULTS OF OPERATIONS", "prior_body": "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. ​ 72 72 Table of ContentsComparison of Years Ended December 31, 2023 and 2022 Overview The following summarizes changes in financial performance for the year ended December 31, 2023, compared to the year ended December 31, 2022:(1)These are Non-GAAP figures for which reconciliations are provided below (in millions, except percentages, earnings per share, and as noted below).​​​​​​​​​​​​​​​Year Ended ​​ ​ ​​December 31,​Increase/​Percent ​ 2023 2022 (Decrease) Change Total revenues​$ 3,773.5​$ 3,958.5​$ (185.0)​ (5)%Total cost of revenues ​ 1,855.5 ​ 2,216.8 ​ (361.3) (16)%Revenues less cost of revenues ​ 1,918.0 ​ 1,741.7 ​ 176.3 10%Total operating expenses ​ 860.1 ​ 1,252.1 ​ (392.0) (31)%Operating income ​ 1,057.9 ​ 489.6 ​ 568.3 116%Income before income tax provision ​ 1,047.6 ​ 432.9 ​ 614.7 142%Income tax provision ​ 286.2 ​ 197.9 ​ 88.3 45%Net income​$ 761.4​$ 235.0​$ 526.4 224%Basic earnings per share​$ 7.16​$ 2.20​$ 4.96​ 225%Diluted earnings per share​​ 7.13​​ 2.19​​ 4.94​ 226%Organic net revenue (1)​$ 1,910.4​$ 1,741.7​$ 168.7​ 10%EBITDA (2)​$ 1,252.1​$ 655.2​$ 596.9 91%EBITDA margin (3)​ 65.3% 37.6% 27.7% *Adjusted EBITDA (2)​$ 1,244.8​$ 1,135.6​$ 109.2 10%Adjusted EBITDA margin (4)​ 64.9% 65.2% (0.3)% *Adjusted earnings (5)​$ 828.1​$ 739.8​$ 88.3 12%Adjusted earnings margin (5)​​ 43.2% ​ 42.5% ​ 0.7% ​*Diluted weighted average shares outstanding​​ 106.2​​ 106.7​​ (0.5)​ (0)%Adjusted Diluted earnings per share (6)​$ 7.80​$ 6.93​$ 0.87 13%* Not meaningful73 Table of Contents Table of Contents Table of Contents Comparison of Years Ended December 31, 2023 and 2022 Overview The following summarizes changes in financial performance for the year ended December 31, 2023, compared to the year ended December 31, 2022:(1)These are Non-GAAP figures for which reconciliations are provided below (in millions, except percentages, earnings per share, and as noted below).​​​​​​​​​​​​​​​Year Ended ​​ ​ ​​December 31,​Increase/​Percent ​ 2023 2022 (Decrease) Change Total revenues​$ 3,773.5​$ 3,958.5​$ (185.0)​ (5)%Total cost of revenues ​ 1,855.5 ​ 2,216.8 ​ (361.3) (16)%Revenues less cost of revenues ​ 1,918.0 ​ 1,741.7 ​ 176.3 10%Total operating expenses ​ 860.1 ​ 1,252.1 ​ (392.0) (31)%Operating income ​ 1,057.9 ​ 489.6 ​ 568.3 116%Income before income tax provision ​ 1,047.6 ​ 432.9 ​ 614.7 142%Income tax provision ​ 286.2 ​ 197.9 ​ 88.3 45%Net income​$ 761.4​$ 235.0​$ 526.4 224%Basic earnings per share​$ 7.16​$ 2.20​$ 4.96​ 225%Diluted earnings per share​​ 7.13​​ 2.19​​ 4.94​ 226%Organic net revenue (1)​$ 1,910.4​$ 1,741.7​$ 168.7​ 10%EBITDA (2)​$ 1,252.1​$ 655.2​$ 596.9 91%EBITDA margin (3)​ 65.3% 37.6% 27.7% *Adjusted EBITDA (2)​$ 1,244.8​$ 1,135.6​$ 109.2 10%Adjusted EBITDA margin (4)​ 64.9% 65.2% (0.3)% *Adjusted earnings (5)​$ 828.1​$ 739.8​$ 88.3 12%Adjusted earnings margin (5)​​ 43.2% ​ 42.5% ​ 0.7% ​*Diluted weighted average shares outstanding​​ 106.2​​ 106.7​​ (0.5)​ (0)%Adjusted Diluted earnings per share (6)​$ 7.80​$ 6.93​$ 0.87 13%* Not meaningful" }, { "status": "REMOVED", "current_title": null, "prior_title": "Comparison of Years Ended December 31, 2023 and 2022", "prior_body": "Overview The following summarizes changes in financial performance for the year ended December 31, 2023, compared to the year ended December 31, 2022: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ ​ ​ ​" }, { "status": "REMOVED", "current_title": null, "prior_title": "December 31,", "prior_body": "​ Increase/ ​ Percent ​ 2023 2022 (Decrease) Change Total revenues ​ $ 3,773.5 ​ $ 3,958.5 ​ $ (185.0) ​ (5) % Total cost of revenues ​ 1,855.5 ​ 2,216.8 ​ (361.3) (16) % Revenues less cost of revenues ​ 1,918.0 ​ 1,741.7 ​ 176.3 10 % Total operating expenses ​ 860.1 ​ 1,252.1 ​ (392.0) (31) % Operating income ​ 1,057.9 ​ 489.6 ​ 568.3 116 % Income before income tax provision ​ 1,047.6 ​ 432.9 ​ 614.7 142 % Income tax provision ​ 286.2 ​ 197.9 ​ 88.3 45 % Net income ​ $ 761.4 ​ $ 235.0 ​ $ 526.4 224 % Basic earnings per share ​ $ 7.16 ​ $ 2.20 ​ $ 4.96 ​ 225 % Diluted earnings per share ​ ​ 7.13 ​ ​ 2.19 ​ ​ 4.94 ​ 226 % Organic net revenue (1) ​ $ 1,910.4 ​ $ 1,741.7 ​ $ 168.7 ​ 10 % EBITDA (2) ​ $ 1,252.1 ​ $ 655.2 ​ $ 596.9 91 % EBITDA margin (3) ​ 65.3 % 37.6 % 27.7 % * Adjusted EBITDA (2) ​ $ 1,244.8 ​ $ 1,135.6 ​ $ 109.2 10 % Adjusted EBITDA margin (4) ​ 64.9 % 65.2 % (0.3) % * Adjusted earnings (5) ​ $ 828.1 ​ $ 739.8 ​ $ 88.3 12 % Adjusted earnings margin (5) ​ ​ 43.2 % ​ 42.5 % ​ 0.7 % ​ * Diluted weighted average shares outstanding ​ ​ 106.2 ​ ​ 106.7 ​ ​ (0.5) ​ (0) % Adjusted Diluted earnings per share (6) ​ $ 7.80 ​ $ 6.93 ​ $ 0.87 13 % * Not meaningful 73 73 Table of Contents(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.​​​​​​​​Year Ended ​December 31, ​2023​2022​​(in millions)​(in millions)​Revenues less cost of revenues$ 1,918.0​$ 1,741.7​Recent acquisitions:​​​​​​Acquisition revenues less cost of revenues$ (7.6)​$ —​Organic net revenue$ 1,910.4​$ 1,741.7​​(2)EBITDA is defined as income or loss before interest, income taxes, depreciation and amortization. Adjusted EBITDA is defined as EBITDA before acquisition-related costs, impairment of investment, gain on investment, investment establishment costs, goodwill impairment, loan forgiveness, income from investments, 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. (3)EBITDA margin represents EBITDA divided by revenues less cost of revenues.(4)Adjusted EBITDA margin represents adjusted EBITDA divided by revenues less cost of revenues. (5)Adjusted earnings is defined as net income adjusted for amortization of purchased intangibles, acquisition-related costs, impairment of investment, gain on investment, investment establishment costs, goodwill impairment, loan forgiveness, income from investments, certain tax reserve changes, deferred tax re-measurements, change in contingent consideration, and net income or loss 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.(6)Adjusted diluted earnings per share represents adjusted earnings divided by diluted weighted average shares outstanding.​74 Table of Contents Table of Contents Table of Contents (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.​​​​​​​​Year Ended ​December 31, ​2023​2022​​(in millions)​(in millions)​Revenues less cost of revenues$ 1,918.0​$ 1,741.7​Recent acquisitions:​​​​​​Acquisition revenues less cost of revenues$ (7.6)​$ —​Organic net revenue$ 1,910.4​$ 1,741.7​​(2)EBITDA is defined as income or loss before interest, income taxes, depreciation and amortization. Adjusted EBITDA is defined as EBITDA before acquisition-related costs, impairment of investment, gain on investment, investment establishment costs, goodwill impairment, loan forgiveness, income from investments, 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. (3)EBITDA margin represents EBITDA divided by revenues less cost of revenues.(4)Adjusted EBITDA margin represents adjusted EBITDA divided by revenues less cost of revenues. (5)Adjusted earnings is defined as net income adjusted for amortization of purchased intangibles, acquisition-related costs, impairment of investment, gain on investment, investment establishment costs, goodwill impairment, loan forgiveness, income from investments, certain tax reserve changes, deferred tax re-measurements, change in contingent consideration, and net income or loss 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.(6)Adjusted diluted earnings per share represents adjusted earnings divided by diluted weighted average shares outstanding.​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​" }, { "status": "REMOVED", "current_title": null, "prior_title": "(in millions)", "prior_body": "October 1 to October 31, 2023 ​ — ​ $ — ​ — ​ $ 389.8 November 1 to November 30, 2023 ​ — ​ ​ — ​ — ​ ​ 389.8 December 1 to December 31, 2023 ​ 33,507 ​ ​ 173.59 ​ 33,507 ​ ​ 384.0 Total ​ 33,507 ​ $ 173.59 ​ 33,507 ​ ​ ​ ​ ​" }, { "status": "REMOVED", "current_title": null, "prior_title": "Europe and Asia Pacific", "prior_body": "Futures Global FX Digital Corporate Total Net income (loss) allocated to common stockholders ​ $ 572.6 ​ $ 104.1 ​ $ 20.4 ​ $ 52.4 ​ $ 23.9 ​ $ (34.1) ​ $ 18.2 ​ $ 757.5 Interest expense (income), net ​ (0.1) ​ (1.4) ​ 4.8 ​ — ​ — ​ (2.0) ​ 49.1 ​ 50.4 Income tax provision (benefit) ​ 275.7 ​ 14.8 ​ 6.8 ​ 33.4 ​ 0.5 ​ (10.4) ​ (34.6) ​ 286.2 Depreciation and amortization ​ 30.1 ​ 69.4 ​ 30.7 ​ 2.0 ​ 18.4 ​ 7.4 ​ — ​ 158.0 EBITDA ​ 878.3 ​ 186.9 ​ 62.7 ​ 87.8 ​ 42.8 ​ (39.1) ​ 32.7 ​ 1,252.1 Acquisition-related costs ​ — ​ 0.8 ​ 0.8 ​ — ​ — ​ 1.0 ​ 4.8 ​ 7.4 Impairment of investment ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 1.8 ​ ​ 1.8 Income from investment ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ (2.1) ​ ​ (2.1) Change in contingent consideration ​ ​ — ​ ​ (7.5) ​ ​ (6.9) ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ (14.4) Adjusted EBITDA ​ $ 878.3 ​ $ 180.2 ​ $ 56.6 ​ $ 87.8 ​ $ 42.8 ​ $ (38.1) ​ $ 37.2 ​ $ 1,244.8 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​" }, { "status": "REMOVED", "current_title": null, "prior_title": "Europe and Asia Pacific", "prior_body": "Futures Global FX Digital Corporate Total Net income (loss) allocated to common stockholders ​ $ 572.6 ​ $ 104.1 ​ $ 20.4 ​ $ 52.4 ​ $ 23.9 ​ $ (34.1) ​ $ 18.2 ​ $ 757.5 Interest expense (income), net ​ (0.1) ​ (1.4) ​ 4.8 ​ — ​ — ​ (2.0) ​ 49.1 ​ 50.4 Income tax provision (benefit) ​ 275.7 ​ 14.8 ​ 6.8 ​ 33.4 ​ 0.5 ​ (10.4) ​ (34.6) ​ 286.2 Depreciation and amortization ​ 30.1 ​ 69.4 ​ 30.7 ​ 2.0 ​ 18.4 ​ 7.4 ​ — ​ 158.0 EBITDA ​ 878.3 ​ 186.9 ​ 62.7 ​ 87.8 ​ 42.8 ​ (39.1) ​ 32.7 ​ 1,252.1 Acquisition-related costs ​ — ​ 0.8 ​ 0.8 ​ — ​ — ​ 1.0 ​ 4.8 ​ 7.4 Impairment of investment ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 1.8 ​ ​ 1.8 Income from investment ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ (2.1) ​ ​ (2.1) Change in contingent consideration ​ ​ — ​ ​ (7.5) ​ ​ (6.9) ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ (14.4) Adjusted EBITDA ​ $ 878.3 ​ $ 180.2 ​ $ 56.6 ​ $ 87.8 ​ $ 42.8 ​ $ (38.1) ​ $ 37.2 ​ $ 1,244.8 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​" }, { "status": "REMOVED", "current_title": null, "prior_title": "Year Ended December 31,", "prior_body": "​ 2023 2022 Net income allocated to common stockholders ​ $ 757.5 ​ $ 234.1 Amortization of acquisition-related intangibles ​ 116.6 ​ 124.3 Acquisition-related costs ​ 7.4 ​ 19.9 Impairment of investment ​ ​ 1.8 ​ ​ 10.6 Loan forgiveness ​ ​ — ​ ​ (1.3) Gain on investment ​ ​ — ​ ​ (7.5) Income from investment ​ ​ (2.1) ​ ​ — Goodwill impairment ​ ​ — ​ ​ 460.9 Investment establishment costs ​ ​ — ​ ​ 3.0 Change in contingent consideration ​ ​ (14.4) ​ ​ (5.2) (Release) increase of tax reserves ​ ​ (6.0) ​ ​ 48.5 Valuation allowances ​ ​ (2.7) ​ ​ — Deferred tax re-measurements ​ ​ 1.1 ​ ​ (2.0) Tax effect of adjustments ​ (30.7) ​ (143.7) Net income allocated to participating securities ​ ​ (0.4) ​ ​ (1.8) Adjusted earnings ​ $ 828.1 ​ $ 739.8 ​ ​ 76 76 Table of ContentsThe following summarizes changes in certain operational and financial metrics for the year ended December 31, 2023 compared to the year ended December 31, 2022:​77 Table of Contents Table of Contents Table of Contents The following summarizes changes in certain operational and financial metrics for the year ended December 31, 2023 compared to the year ended December 31, 2022:​ The following summarizes changes in certain operational and financial metrics for the year ended December 31, 2023 compared to the year ended December 31, 2022: ​ 77 77 Table of ContentsThe following summarizes changes in certain operational and financial metrics for the year ended December 31, 2023 compared to the year ended December 31, 2022 (continued from previous page):​​​78 Table of Contents Table of Contents Table of Contents The following summarizes changes in certain operational and financial metrics for the year ended December 31, 2023 compared to the year ended December 31, 2022 (continued from previous page):​​​ The following summarizes changes in certain operational and financial metrics for the year ended December 31, 2023 compared to the year ended December 31, 2022 (continued from previous page): ​ ​ ​ 78 78 Table of ContentsThe 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 in the table below include Cboe Canada as a result of the acquisition completed during 2022. Therefore, the metrics shown in the table below in Canadian Equities do not include Cboe Canada for the periods preceding the acquisition. The following summarizes changes in certain operational and financial metrics for the year ended December 31, 2023 compared to the year ended December 31, 2022: ​​​​​​​​​​​​​​​​Year Ended ​​ ​​​​December 31,​Increase/​Percent​​ 2023 2022 (Decrease) Change​​​(in millions, except percentages, trading days, and as noted below)​Options:​ ​Average daily volume (ADV) (in millions of contracts):​ ​ ​ ​Market ADV​ 44.2​​ 41.1​​ 3.1 8%Total touched contracts (1)​ 14.6​​ 13.6​​ 1.0 7%Multi-listed contract ADV​​ 10.8​​ 10.8​​ —​ 0%Index contract ADV​ 3.8​​ 2.8​​ 1.0 33%Number of trading days​​ 250​​ 251​​ (1) (0)%Total Options revenue per contract (RPC) (2)​$ 0.276​$ 0.234​$ 0.042 18%Multi-listed options RPC (2)​​ 0.060​​ 0.063​​ (0.003) (5)%Index options RPC (2)​​ 0.893​​ 0.879​​ 0.014 2%Total Options market share​​ 33.1%​ 33.2%​ (0.1)%​*Multi-listed options market share​​ 26.8%​ 28.2%​ (1.4)%​*North American Equities:​ ​ ​​ ​ ​U.S. Equities:​​​​​​​​​​​​U.S. Equities - Exchange:​​​​​​​​​​​​ADV:​ ​ ​​ ​ ​Total touched shares (in billions) (1)​ 1.5​ 1.7​ (0.2) (12)%Market ADV (in billions)​ 11.0​ 11.9​ (0.9) (7)%Market share​​ 12.8%​ 13.6%​ (0.8)% ​*U.S. Equities - Exchange (net capture per one hundred touched shares) (3)​$ 0.018​$ 0.021​$ (0.003) (11)%U.S. ETPs: launches (number of launches)​ 124​​ 80​ 44 55%U.S. ETPs: listings (number of listings) ​ 666​​ 592​ 74 13%U.S. Equities - Off-Exchange:​​​​​​​​​​​​ADV:​ ​ ​​ ​ ​Total touched shares (in millions) (1)​ 78.0​ 90.4​ (12.4) (14)%U.S. Equities - Off-Exchange (net capture per one hundred touched shares) (4)​$ 0.126​$ 0.113​$ 0.013 11%Trading days​​ 250​​ 251​​ (1)​ (0)%Canadian Equities:​​​​​​​​​​​​ADV (matched shares, in millions) (5)​​ 136.1​​ 91.8​​ 44.3​ 48%Trading days​​ 250​​ 250​​ —​ —%Net capture (per 10,000 touched shares, in Canadian dollars) (6)​​ 3.994​​ 4.966​​ (0.972)​ (20)%Europe and Asia Pacific:​ ​ ​ ​ ​European Equities:​​​​​​​​​​​​ADNV:​ ​​ ​​ ​ ​Matched ADNV (Euros - in billions) (7)​€ 9.4​€ 10.8​€ (1.4)​ (13)%Market ADNV (in billions)​​ 39.1​​ 46.2​​ (7.1)​ (15)%Trading days​ 256​ 257​​ (1)​ (0)%Market share​​ 24.0%​ 23.5%​ 0.5% ​*Net capture (per matched notional value (bps), in Euros) (8)​​ 0.226​​ 0.231​​ (0.005)​ (2)%Cboe Clear Europe:​​​​​​​​​​​​Trades cleared (9)​​ 1,172.0​​ 1,499.9​​ (327.9)​ (22)%Fee per trade cleared (10)​€ 0.009​€ 0.008​€ 0.001​ 9%European equities market share cleared (11)​​ 34.3%​ 32.6%​ 1.7% ​*Net settlement volume (12)​​ 10.0​​ 10.3​​ (0.3)​ (3)%Net fee per settlement (13)​€ 0.917​€ 0.881​€ 0.036​ 4%Australian Equities:​​​​​​​​​​​​ADNV (AUD - in billions)​$ 0.7​$ 0.8​$ (0.1)​ (10)%Trading days​​ 252​​ 253​​ (1)​ (0)%Market share - Continuous​​ 18.7%​ 16.6%​ 2.1%​*Net capture (per matched notional value (bps), in Australian Dollars) (14)​​ 0.158​​ 0.164​​ (0.006)​ (4)%Japanese Equities:​​​​​​​​​​​​ADNV (JPY - in billions)​¥ 176.6​¥ 142.9​¥ 33.7​ 24%Trading days​​ 246​​ 244​​ 2​ 1%Market share - Lit Continuous​​ 4.0%​ 3.6%​ 0.4% ​*Net capture (per matched notional value (bps), in Yen) (15)​​ 0.252​​ 0.252​​ —​ 0%Futures:​​​​​​​​​​​​ADV (in thousands)​​ 223.3​​ 218.2​​ 5.1​ 2%Trading days​​ 250​​ 251​​ (1)​ (0)%Revenue per contract​$ 1.755​$ 1.674​$ 0.081​ 5%Global FX:​ ​​ ​​ ​ ​ADNV ($ - in billions)​$ 44.7​$ 40.9​$ 3.8​ 9%Market share​​ 20.0%​ 17.6%​ 2.4% ​*Trading days​ 259​ 260​​ (1)​ (0)%Net capture (per one million dollars traded) (16)​​ 2.64​​ 2.69​​ (0.05)​ (2)%​​​​​​​​​​​​​Average British pound/U.S. dollar exchange rate​$ 1.243​$ 1.237​$ 0.006​ 0%Average Canadian dollar/U.S. dollar exchange rate​$ 0.741​$ 0.769​$ (0.028)​ (4)%Average Euro/U.S. dollar exchange rate​$ 1.081​$ 1.054​$ 0.027​ 3%Average Euro/British pound exchange rate​£ 0.870​£ 0.852​£ 0.018​ 2%Average Australian dollar/U.S. dollar exchange rate​$ 0.664​$ 0.694​$ (0.030)​ (4)%Average Japanese Yen/U.S. dollar exchange rate​$ 0.007​$ 0.008​$ (0.001)​ (7)%* Not meaningfulNote, the percent change listed represents the change in the unrounded metrics figures.79 Table of Contents Table of Contents 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 in the table below include Cboe Canada as a result of the acquisition completed during 2022. Therefore, the metrics shown in the table below in Canadian Equities do not include Cboe Canada for the periods preceding the acquisition. The following summarizes changes in certain operational and financial metrics for the year ended December 31, 2023 compared to the year ended December 31, 2022: ​​​​​​​​​​​​​​​​Year Ended ​​ ​​​​December 31,​Increase/​Percent​​ 2023 2022 (Decrease) Change​​​(in millions, except percentages, trading days, and as noted below)​Options:​ ​Average daily volume (ADV) (in millions of contracts):​ ​ ​ ​Market ADV​ 44.2​​ 41.1​​ 3.1 8%Total touched contracts (1)​ 14.6​​ 13.6​​ 1.0 7%Multi-listed contract ADV​​ 10.8​​ 10.8​​ —​ 0%Index contract ADV​ 3.8​​ 2.8​​ 1.0 33%Number of trading days​​ 250​​ 251​​ (1) (0)%Total Options revenue per contract (RPC) (2)​$ 0.276​$ 0.234​$ 0.042 18%Multi-listed options RPC (2)​​ 0.060​​ 0.063​​ (0.003) (5)%Index options RPC (2)​​ 0.893​​ 0.879​​ 0.014 2%Total Options market share​​ 33.1%​ 33.2%​ (0.1)%​*Multi-listed options market share​​ 26.8%​ 28.2%​ (1.4)%​*North American Equities:​ ​ ​​ ​ ​U.S. Equities:​​​​​​​​​​​​U.S. Equities - Exchange:​​​​​​​​​​​​ADV:​ ​ ​​ ​ ​Total touched shares (in billions) (1)​ 1.5​ 1.7​ (0.2) (12)%Market ADV (in billions)​ 11.0​ 11.9​ (0.9) (7)%Market share​​ 12.8%​ 13.6%​ (0.8)% ​*U.S. Equities - Exchange (net capture per one hundred touched shares) (3)​$ 0.018​$ 0.021​$ (0.003) (11)%U.S. ETPs: launches (number of launches)​ 124​​ 80​ 44 55%U.S. ETPs: listings (number of listings) ​ 666​​ 592​ 74 13%U.S. Equities - Off-Exchange:​​​​​​​​​​​​ADV:​ ​ ​​ ​ ​Total touched shares (in millions) (1)​ 78.0​ 90.4​ (12.4) (14)%U.S. Equities - Off-Exchange (net capture per one hundred touched shares) (4)​$ 0.126​$ 0.113​$ 0.013 11%Trading days​​ 250​​ 251​​ (1)​ (0)%Canadian Equities:​​​​​​​​​​​​ADV (matched shares, in millions) (5)​​ 136.1​​ 91.8​​ 44.3​ 48%Trading days​​ 250​​ 250​​ —​ —%Net capture (per 10,000 touched shares, in Canadian dollars) (6)​​ 3.994​​ 4.966​​ (0.972)​ (20)%Europe and Asia Pacific:​ ​ ​ ​ ​European Equities:​​​​​​​​​​​​ADNV:​ ​​ ​​ ​ ​Matched ADNV (Euros - in billions) (7)​€ 9.4​€ 10.8​€ (1.4)​ (13)%Market ADNV (in billions)​​ 39.1​​ 46.2​​ (7.1)​ (15)%Trading days​ 256​ 257​​ (1)​ (0)%Market share​​ 24.0%​ 23.5%​ 0.5% ​*Net capture (per matched notional value (bps), in Euros) (8)​​ 0.226​​ 0.231​​ (0.005)​ (2)%Cboe Clear Europe:​​​​​​​​​​​​Trades cleared (9)​​ 1,172.0​​ 1,499.9​​ (327.9)​ (22)%Fee per trade cleared (10)​€ 0.009​€ 0.008​€ 0.001​ 9%European equities market share cleared (11)​​ 34.3%​ 32.6%​ 1.7% ​*Net settlement volume (12)​​ 10.0​​ 10.3​​ (0.3)​ (3)%Net fee per settlement (13)​€ 0.917​€ 0.881​€ 0.036​ 4%Australian Equities:​​​​​​​​​​​​ADNV (AUD - in billions)​$ 0.7​$ 0.8​$ (0.1)​ (10)%Trading days​​ 252​​ 253​​ (1)​ (0)%Market share - Continuous​​ 18.7%​ 16.6%​ 2.1%​*Net capture (per matched notional value (bps), in Australian Dollars) (14)​​ 0.158​​ 0.164​​ (0.006)​ (4)%Japanese Equities:​​​​​​​​​​​​ADNV (JPY - in billions)​¥ 176.6​¥ 142.9​¥ 33.7​ 24%Trading days​​ 246​​ 244​​ 2​ 1%Market share - Lit Continuous​​ 4.0%​ 3.6%​ 0.4% ​*Net capture (per matched notional value (bps), in Yen) (15)​​ 0.252​​ 0.252​​ —​ 0%Futures:​​​​​​​​​​​​ADV (in thousands)​​ 223.3​​ 218.2​​ 5.1​ 2%Trading days​​ 250​​ 251​​ (1)​ (0)%Revenue per contract​$ 1.755​$ 1.674​$ 0.081​ 5%Global FX:​ ​​ ​​ ​ ​ADNV ($ - in billions)​$ 44.7​$ 40.9​$ 3.8​ 9%Market share​​ 20.0%​ 17.6%​ 2.4% ​*Trading days​ 259​ 260​​ (1)​ (0)%Net capture (per one million dollars traded) (16)​​ 2.64​​ 2.69​​ (0.05)​ (2)%​​​​​​​​​​​​​Average British pound/U.S. dollar exchange rate​$ 1.243​$ 1.237​$ 0.006​ 0%Average Canadian dollar/U.S. dollar exchange rate​$ 0.741​$ 0.769​$ (0.028)​ (4)%Average Euro/U.S. dollar exchange rate​$ 1.081​$ 1.054​$ 0.027​ 3%Average Euro/British pound exchange rate​£ 0.870​£ 0.852​£ 0.018​ 2%Average Australian dollar/U.S. dollar exchange rate​$ 0.664​$ 0.694​$ (0.030)​ (4)%Average Japanese Yen/U.S. dollar exchange rate​$ 0.007​$ 0.008​$ (0.001)​ (7)%* Not meaningfulNote, the percent change listed represents the change in the unrounded metrics figures. 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 in the table below include Cboe Canada as a result of the acquisition completed during 2022. Therefore, the metrics shown in the table below in Canadian Equities do not include Cboe Canada for the periods preceding the acquisition. The following summarizes changes in certain operational and financial metrics for the year ended December 31, 2023 compared to the year ended December 31, 2022: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ ​ ​ ​ ​" }, { "status": "REMOVED", "current_title": null, "prior_title": "December 31,", "prior_body": "​ Increase/ ​ Percent ​ 2023 2022 (Decrease) Change Total revenues ​ $ 3,773.5 ​ $ 3,958.5 ​ $ (185.0) ​ (5) % Total cost of revenues ​ 1,855.5 ​ 2,216.8 ​ (361.3) (16) % Revenues less cost of revenues ​ 1,918.0 ​ 1,741.7 ​ 176.3 10 % Total operating expenses ​ 860.1 ​ 1,252.1 ​ (392.0) (31) % Operating income ​ 1,057.9 ​ 489.6 ​ 568.3 116 % Income before income tax provision ​ 1,047.6 ​ 432.9 ​ 614.7 142 % Income tax provision ​ 286.2 ​ 197.9 ​ 88.3 45 % Net income ​ $ 761.4 ​ $ 235.0 ​ $ 526.4 224 % Basic earnings per share ​ $ 7.16 ​ $ 2.20 ​ $ 4.96 ​ 225 % Diluted earnings per share ​ ​ 7.13 ​ ​ 2.19 ​ ​ 4.94 ​ 226 % Organic net revenue (1) ​ $ 1,910.4 ​ $ 1,741.7 ​ $ 168.7 ​ 10 % EBITDA (2) ​ $ 1,252.1 ​ $ 655.2 ​ $ 596.9 91 % EBITDA margin (3) ​ 65.3 % 37.6 % 27.7 % * Adjusted EBITDA (2) ​ $ 1,244.8 ​ $ 1,135.6 ​ $ 109.2 10 % Adjusted EBITDA margin (4) ​ 64.9 % 65.2 % (0.3) % * Adjusted earnings (5) ​ $ 828.1 ​ $ 739.8 ​ $ 88.3 12 % Adjusted earnings margin (5) ​ ​ 43.2 % ​ 42.5 % ​ 0.7 % ​ * Diluted weighted average shares outstanding ​ ​ 106.2 ​ ​ 106.7 ​ ​ (0.5) ​ (0) % Adjusted Diluted earnings per share (6) ​ $ 7.80 ​ $ 6.93 ​ $ 0.87 13 % * Not meaningful 73 73 Table of Contents(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.​​​​​​​​Year Ended ​December 31, ​2023​2022​​(in millions)​(in millions)​Revenues less cost of revenues$ 1,918.0​$ 1,741.7​Recent acquisitions:​​​​​​Acquisition revenues less cost of revenues$ (7.6)​$ —​Organic net revenue$ 1,910.4​$ 1,741.7​​(2)EBITDA is defined as income or loss before interest, income taxes, depreciation and amortization. Adjusted EBITDA is defined as EBITDA before acquisition-related costs, impairment of investment, gain on investment, investment establishment costs, goodwill impairment, loan forgiveness, income from investments, 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. (3)EBITDA margin represents EBITDA divided by revenues less cost of revenues.(4)Adjusted EBITDA margin represents adjusted EBITDA divided by revenues less cost of revenues. (5)Adjusted earnings is defined as net income adjusted for amortization of purchased intangibles, acquisition-related costs, impairment of investment, gain on investment, investment establishment costs, goodwill impairment, loan forgiveness, income from investments, certain tax reserve changes, deferred tax re-measurements, change in contingent consideration, and net income or loss 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.(6)Adjusted diluted earnings per share represents adjusted earnings divided by diluted weighted average shares outstanding.​74 Table of Contents Table of Contents Table of Contents (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.​​​​​​​​Year Ended ​December 31, ​2023​2022​​(in millions)​(in millions)​Revenues less cost of revenues$ 1,918.0​$ 1,741.7​Recent acquisitions:​​​​​​Acquisition revenues less cost of revenues$ (7.6)​$ —​Organic net revenue$ 1,910.4​$ 1,741.7​​(2)EBITDA is defined as income or loss before interest, income taxes, depreciation and amortization. Adjusted EBITDA is defined as EBITDA before acquisition-related costs, impairment of investment, gain on investment, investment establishment costs, goodwill impairment, loan forgiveness, income from investments, 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. (3)EBITDA margin represents EBITDA divided by revenues less cost of revenues.(4)Adjusted EBITDA margin represents adjusted EBITDA divided by revenues less cost of revenues. (5)Adjusted earnings is defined as net income adjusted for amortization of purchased intangibles, acquisition-related costs, impairment of investment, gain on investment, investment establishment costs, goodwill impairment, loan forgiveness, income from investments, certain tax reserve changes, deferred tax re-measurements, change in contingent consideration, and net income or loss 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.(6)Adjusted diluted earnings per share represents adjusted earnings divided by diluted weighted average shares outstanding.​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​" }, { "status": "REMOVED", "current_title": null, "prior_title": "(in millions, except percentages, trading days, and as noted below)", "prior_body": "​ Options: ​ ​ Average daily volume (ADV) (in millions of contracts): ​ ​ ​ ​ Market ADV ​ 44.2 ​ ​ 41.1 ​ ​ 3.1 8 % Total touched contracts (1) ​ 14.6 ​ ​ 13.6 ​ ​ 1.0 7 % Multi-listed contract ADV ​ ​ 10.8 ​ ​ 10.8 ​ ​ — ​ 0 % Index contract ADV ​ 3.8 ​ ​ 2.8 ​ ​ 1.0 33 % Number of trading days ​ ​ 250 ​ ​ 251 ​ ​ (1) (0) % Total Options revenue per contract (RPC) (2) ​ $ 0.276 ​ $ 0.234 ​ $ 0.042 18 % Multi-listed options RPC (2) ​ ​ 0.060 ​ ​ 0.063 ​ ​ (0.003) (5) % Index options RPC (2) ​ ​ 0.893 ​ ​ 0.879 ​ ​ 0.014 2 % Total Options market share ​ ​ 33.1 % ​ 33.2 % ​ (0.1) % ​ * Multi-listed options market share ​ ​ 26.8 % ​ 28.2 % ​ (1.4) % ​ *" }, { "status": "REMOVED", "current_title": null, "prior_title": "U.S. Equities - Exchange:", "prior_body": "​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ADV: ​ ​ ​ ​ ​ ​ Total touched shares (in billions) (1) ​ 1.5 ​ 1.7 ​ (0.2) (12) % Market ADV (in billions) ​ 11.0 ​ 11.9 ​ (0.9) (7) % Market share ​ ​ 12.8 % ​ 13.6 % ​ (0.8) % ​ * U.S. Equities - Exchange (net capture per one hundred touched shares) (3) ​ $ 0.018 ​ $ 0.021 ​ $ (0.003) (11) % U.S. ETPs: launches (number of launches) ​ 124 ​ ​ 80 ​ 44 55 % U.S. ETPs: listings (number of listings) ​ 666 ​ ​ 592 ​ 74 13 %" }, { "status": "REMOVED", "current_title": null, "prior_title": "U.S. Equities - Off-Exchange:", "prior_body": "​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ADV: ​ ​ ​ ​ ​ ​ Total touched shares (in millions) (1) ​ 78.0 ​ 90.4 ​ (12.4) (14) % U.S. Equities - Off-Exchange (net capture per one hundred touched shares) (4) ​ $ 0.126 ​ $ 0.113 ​ $ 0.013 11 % Trading days ​ ​ 250 ​ ​ 251 ​ ​ (1) ​ (0) %" }, { "status": "REMOVED", "current_title": null, "prior_title": "Canadian Equities:", "prior_body": "​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ADV (matched shares, in millions) (5) ​ ​ 136.1 ​ ​ 91.8 ​ ​ 44.3 ​ 48 % Trading days ​ ​ 250 ​ ​ 250 ​ ​ — ​ — % Net capture (per 10,000 touched shares, in Canadian dollars) (6) ​ ​ 3.994 ​ ​ 4.966 ​ ​ (0.972) ​ (20) %" }, { "status": "REMOVED", "current_title": null, "prior_title": "European Equities:", "prior_body": "​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ADNV: ​ ​ ​ ​ ​ ​ ​ Matched ADNV (Euros - in billions) (7) ​ € 9.4 ​ € 10.8 ​ € (1.4) ​ (13) % Market ADNV (in billions) ​ ​ 39.1 ​ ​ 46.2 ​ ​ (7.1) ​ (15) % Trading days ​ 256 ​ 257 ​ ​ (1) ​ (0) % Market share ​ ​ 24.0 % ​ 23.5 % ​ 0.5 % ​ * Net capture (per matched notional value (bps), in Euros) (8) ​ ​ 0.226 ​ ​ 0.231 ​ ​ (0.005) ​ (2) %" }, { "status": "REMOVED", "current_title": null, "prior_title": "Cboe Clear Europe:", "prior_body": "​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Trades cleared (9) ​ ​ 1,172.0 ​ ​ 1,499.9 ​ ​ (327.9) ​ (22) % Fee per trade cleared (10) ​ € 0.009 ​ € 0.008 ​ € 0.001 ​ 9 % European equities market share cleared (11) ​ ​ 34.3 % ​ 32.6 % ​ 1.7 % ​ * Net settlement volume (12) ​ ​ 10.0 ​ ​ 10.3 ​ ​ (0.3) ​ (3) % Net fee per settlement (13) ​ € 0.917 ​ € 0.881 ​ € 0.036 ​ 4 %" }, { "status": "REMOVED", "current_title": null, "prior_title": "Australian Equities:", "prior_body": "​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ADNV (AUD - in billions) ​ $ 0.7 ​ $ 0.8 ​ $ (0.1) ​ (10) % Trading days ​ ​ 252 ​ ​ 253 ​ ​ (1) ​ (0) % Market share - Continuous ​ ​ 18.7 % ​ 16.6 % ​ 2.1 % ​ * Net capture (per matched notional value (bps), in Australian Dollars) (14) ​ ​ 0.158 ​ ​ 0.164 ​ ​ (0.006) ​ (4) %" }, { "status": "REMOVED", "current_title": null, "prior_title": "Japanese Equities:", "prior_body": "​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ADNV (JPY - in billions) ​ ¥ 176.6 ​ ¥ 142.9 ​ ¥ 33.7 ​ 24 % Trading days ​ ​ 246 ​ ​ 244 ​ ​ 2 ​ 1 % Market share - Lit Continuous ​ ​ 4.0 % ​ 3.6 % ​ 0.4 % ​ * Net capture (per matched notional value (bps), in Yen) (15) ​ ​ 0.252 ​ ​ 0.252 ​ ​ — ​ 0 % Futures: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ADV (in thousands) ​ ​ 223.3 ​ ​ 218.2 ​ ​ 5.1 ​ 2 % Trading days ​ ​ 250 ​ ​ 251 ​ ​ (1) ​ (0) % Revenue per contract ​ $ 1.755 ​ $ 1.674 ​ $ 0.081 ​ 5 % Global FX: ​ ​ ​ ​ ​ ​ ​ ADNV ($ - in billions) ​ $ 44.7 ​ $ 40.9 ​ $ 3.8 ​ 9 % Market share ​ ​ 20.0 % ​ 17.6 % ​ 2.4 % ​ * Trading days ​ 259 ​ 260 ​ ​ (1) ​ (0) % Net capture (per one million dollars traded) (16) ​ ​ 2.64 ​ ​ 2.69 ​ ​ (0.05) ​ (2) % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Average British pound/U.S. dollar exchange rate ​ $ 1.243 ​ $ 1.237 ​ $ 0.006 ​ 0 % Average Canadian dollar/U.S. dollar exchange rate ​ $ 0.741 ​ $ 0.769 ​ $ (0.028) ​ (4) % Average Euro/U.S. dollar exchange rate ​ $ 1.081 ​ $ 1.054 ​ $ 0.027 ​ 3 % Average Euro/British pound exchange rate ​ £ 0.870 ​ £ 0.852 ​ £ 0.018 ​ 2 % Average Australian dollar/U.S. dollar exchange rate ​ $ 0.664 ​ $ 0.694 ​ $ (0.030) ​ (4) % Average Japanese Yen/U.S. dollar exchange rate ​ $ 0.007 ​ $ 0.008 ​ $ (0.001) ​ (7) % * Not meaningful Note, the percent change listed represents the change in the unrounded metrics figures. 79 79 Table of Contents(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.(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.(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.(4)Net capture per one hundred 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.(5)Matched volume represents the total number of shares of equity securities and ETFs activity executed on our exchanges. (6)Net capture per 10,000 touched shares refers to transaction fees divided by the product of one-ten thousandth ADV of shares for Cboe Canada and MATCHNow and the number of trading days. (7)Matched ADNV represents the average daily notional value of shares or contracts executed on our exchanges.(8)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 the number of trading days.(9)Trades cleared refers to the total number of non-interoperable trades cleared.(10)Fee per trade cleared refers to clearing fees divided by number of non-interoperable trades cleared.(11)European Equities market share cleared represents Cboe Clear Europe’s client volume cleared divided by the total volume of the publicly reported European venues.(12)Net settlement volume refers to the total number of settlements executed after netting.(13)Net fee per settlement refers to settlement fees less direct costs incurred to settle divided by the number of settlements executed after netting.(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.(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.(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.80 Table of Contents Table of Contents Table of Contents (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.(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.(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.(4)Net capture per one hundred 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.(5)Matched volume represents the total number of shares of equity securities and ETFs activity executed on our exchanges. (6)Net capture per 10,000 touched shares refers to transaction fees divided by the product of one-ten thousandth ADV of shares for Cboe Canada and MATCHNow and the number of trading days. (7)Matched ADNV represents the average daily notional value of shares or contracts executed on our exchanges.(8)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 the number of trading days.(9)Trades cleared refers to the total number of non-interoperable trades cleared.(10)Fee per trade cleared refers to clearing fees divided by number of non-interoperable trades cleared.(11)European Equities market share cleared represents Cboe Clear Europe’s client volume cleared divided by the total volume of the publicly reported European venues.(12)Net settlement volume refers to the total number of settlements executed after netting.(13)Net fee per settlement refers to settlement fees less direct costs incurred to settle divided by the number of settlements executed after netting.(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.(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.(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. 80 80 Table of ContentsRevenuesTotal revenues for the year ended December 31, 2023 decreased $185.0 million, or 5%, compared to the year ended December 31, 2022 primarily due to a decrease in cash and spot markets revenue, driven by a decline in volumes traded on the U.S. Equities and European Equities exchanges, coupled with a decrease in the Section 31 fee rate following a rate change in February 2023, partially offset by an increase in derivatives markets revenue as a result of increased index options trading volumes and increases in access and capacity fees and proprietary market data across segments.The following summarizes changes in revenues for the year ended December 31, 2023 compared to the year ended December 31, 2022 (in millions, except percentages): ​​​​​​​​​​​​​​​Year Ended​​​​​ ​​December 31,​Increase/​Percent ​ 2023 2022 (Decrease) Change Cash and spot markets​$ 1,445.1​$ 1,777.6​$ (332.5)​ (19)%Data and access solutions​ 539.2​ 497.0​ 42.2​ 8%Derivatives markets​​ 1,789.2​​ 1,683.9​​ 105.3​ 6%Total revenues​$ 3,773.5​$ 3,958.5​$ (185.0)​ (5)% ​Cash and Spot MarketsCash and spot markets revenue decreased for the year ended December 31, 2023 compared to the year ended December 31, 2022, primarily due to decreases in transaction and clearing fees and regulatory fees, partially offset by an increase in other revenue. Transaction and clearing fees decreased primarily due to a 12% decrease in total touched shares on the U.S. Equities exchanges, a 13% decrease in European Equities matched ADNV, and a 22% decrease in trades cleared by Cboe Clear Europe, partially offset by additional transaction and clearing fees attributable to Cboe Canada, which was acquired in the second quarter of 2022. Regulatory fees decreased primarily due to a 36% decrease in the Section 31 fee rate, from an average of $16.26 per million dollars of covered sales for the year ended December 31, 2022 to an average rate of $10.35 per million dollars of covered sales for the year ended December 31, 2023. Other revenue increased primarily due to an increase in operating interest income attributable to Cboe Clear Europe as a result of the changing interest rate environment, coupled with additional interest earned in accordance with its investment policy. See Note 14 (“Clearing Operations”) for additional information.Data and Access SolutionsData and access solutions revenue increased for the year ended December 31, 2023 compared to the year ended December 31, 2022 primarily due to increases in access and capacity fees and proprietary market data fees. Access and capacity fees increased primarily due to increased physical port fees in the Options, North American Equities, and Europe and Asia Pacific segments and increased logical port fees in the Options, North American Equities, and Global FX segments, both driven by an increase in subscribers and pricing. Proprietary market data fees increased primarily due to an increase in proprietary market data fees in the Options segment, coupled with an increase in proprietary market data fees attributable to Cboe Canada.Derivatives Markets Derivatives markets revenue increased for the year ended December 31, 2023 compared to the year ended December 31, 2022 primarily due to an increase in transaction and clearing fees, partially offset by a decrease in regulatory fees. Transaction and clearing fees increased primarily due to a 33% increase in index options ADV and a 5% increase in Futures net capture. Regulatory fees decreased primarily due to a 36% decrease in the Section 31 fee rate, from an average of $16.26 per million dollars of covered sales for the year ended December 31, 2022 to an average rate of $10.35 per million dollars of covered sales for the year ended December 31, 2023. ​81 Table of Contents Table of Contents Table of Contents RevenuesTotal revenues for the year ended December 31, 2023 decreased $185.0 million, or 5%, compared to the year ended December 31, 2022 primarily due to a decrease in cash and spot markets revenue, driven by a decline in volumes traded on the U.S. Equities and European Equities exchanges, coupled with a decrease in the Section 31 fee rate following a rate change in February 2023, partially offset by an increase in derivatives markets revenue as a result of increased index options trading volumes and increases in access and capacity fees and proprietary market data across segments.The following summarizes changes in revenues for the year ended December 31, 2023 compared to the year ended December 31, 2022 (in millions, except percentages): ​​​​​​​​​​​​​​​Year Ended​​​​​ ​​December 31,​Increase/​Percent ​ 2023 2022 (Decrease) Change Cash and spot markets​$ 1,445.1​$ 1,777.6​$ (332.5)​ (19)%Data and access solutions​ 539.2​ 497.0​ 42.2​ 8%Derivatives markets​​ 1,789.2​​ 1,683.9​​ 105.3​ 6%Total revenues​$ 3,773.5​$ 3,958.5​$ (185.0)​ (5)% ​Cash and Spot MarketsCash and spot markets revenue decreased for the year ended December 31, 2023 compared to the year ended December 31, 2022, primarily due to decreases in transaction and clearing fees and regulatory fees, partially offset by an increase in other revenue. Transaction and clearing fees decreased primarily due to a 12% decrease in total touched shares on the U.S. Equities exchanges, a 13% decrease in European Equities matched ADNV, and a 22% decrease in trades cleared by Cboe Clear Europe, partially offset by additional transaction and clearing fees attributable to Cboe Canada, which was acquired in the second quarter of 2022. Regulatory fees decreased primarily due to a 36% decrease in the Section 31 fee rate, from an average of $16.26 per million dollars of covered sales for the year ended December 31, 2022 to an average rate of $10.35 per million dollars of covered sales for the year ended December 31, 2023. Other revenue increased primarily due to an increase in operating interest income attributable to Cboe Clear Europe as a result of the changing interest rate environment, coupled with additional interest earned in accordance with its investment policy. See Note 14 (“Clearing Operations”) for additional information.Data and Access SolutionsData and access solutions revenue increased for the year ended December 31, 2023 compared to the year ended December 31, 2022 primarily due to increases in access and capacity fees and proprietary market data fees. Access and capacity fees increased primarily due to increased physical port fees in the Options, North American Equities, and Europe and Asia Pacific segments and increased logical port fees in the Options, North American Equities, and Global FX segments, both driven by an increase in subscribers and pricing. Proprietary market data fees increased primarily due to an increase in proprietary market data fees in the Options segment, coupled with an increase in proprietary market data fees attributable to Cboe Canada.Derivatives Markets Derivatives markets revenue increased for the year ended December 31, 2023 compared to the year ended December 31, 2022 primarily due to an increase in transaction and clearing fees, partially offset by a decrease in regulatory fees. Transaction and clearing fees increased primarily due to a 33% increase in index options ADV and a 5% increase in Futures net capture. Regulatory fees decreased primarily due to a 36% decrease in the Section 31 fee rate, from an average of $16.26 per million dollars of covered sales for the year ended December 31, 2022 to an average rate of $10.35 per million dollars of covered sales for the year ended December 31, 2023. ​ Revenues Total revenues for the year ended December 31, 2023 decreased $185.0 million, or 5%, compared to the year ended December 31, 2022 primarily due to a decrease in cash and spot markets revenue, driven by a decline in volumes traded on the U.S. Equities and European Equities exchanges, coupled with a decrease in the Section 31 fee rate following a rate change in February 2023, partially offset by an increase in derivatives markets revenue as a result of increased index options trading volumes and increases in access and capacity fees and proprietary market data across segments. The following summarizes changes in revenues for the year ended December 31, 2023 compared to the year ended December 31, 2022 (in millions, except percentages): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ ​ ​ ​ ​ ​" }, { "status": "REMOVED", "current_title": null, "prior_title": "December 31,", "prior_body": "​ Increase/ ​ Percent ​ 2023 2022 (Decrease) Change Total revenues ​ $ 3,773.5 ​ $ 3,958.5 ​ $ (185.0) ​ (5) % Total cost of revenues ​ 1,855.5 ​ 2,216.8 ​ (361.3) (16) % Revenues less cost of revenues ​ 1,918.0 ​ 1,741.7 ​ 176.3 10 % Total operating expenses ​ 860.1 ​ 1,252.1 ​ (392.0) (31) % Operating income ​ 1,057.9 ​ 489.6 ​ 568.3 116 % Income before income tax provision ​ 1,047.6 ​ 432.9 ​ 614.7 142 % Income tax provision ​ 286.2 ​ 197.9 ​ 88.3 45 % Net income ​ $ 761.4 ​ $ 235.0 ​ $ 526.4 224 % Basic earnings per share ​ $ 7.16 ​ $ 2.20 ​ $ 4.96 ​ 225 % Diluted earnings per share ​ ​ 7.13 ​ ​ 2.19 ​ ​ 4.94 ​ 226 % Organic net revenue (1) ​ $ 1,910.4 ​ $ 1,741.7 ​ $ 168.7 ​ 10 % EBITDA (2) ​ $ 1,252.1 ​ $ 655.2 ​ $ 596.9 91 % EBITDA margin (3) ​ 65.3 % 37.6 % 27.7 % * Adjusted EBITDA (2) ​ $ 1,244.8 ​ $ 1,135.6 ​ $ 109.2 10 % Adjusted EBITDA margin (4) ​ 64.9 % 65.2 % (0.3) % * Adjusted earnings (5) ​ $ 828.1 ​ $ 739.8 ​ $ 88.3 12 % Adjusted earnings margin (5) ​ ​ 43.2 % ​ 42.5 % ​ 0.7 % ​ * Diluted weighted average shares outstanding ​ ​ 106.2 ​ ​ 106.7 ​ ​ (0.5) ​ (0) % Adjusted Diluted earnings per share (6) ​ $ 7.80 ​ $ 6.93 ​ $ 0.87 13 % * Not meaningful 73 73 Table of Contents(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.​​​​​​​​Year Ended ​December 31, ​2023​2022​​(in millions)​(in millions)​Revenues less cost of revenues$ 1,918.0​$ 1,741.7​Recent acquisitions:​​​​​​Acquisition revenues less cost of revenues$ (7.6)​$ —​Organic net revenue$ 1,910.4​$ 1,741.7​​(2)EBITDA is defined as income or loss before interest, income taxes, depreciation and amortization. Adjusted EBITDA is defined as EBITDA before acquisition-related costs, impairment of investment, gain on investment, investment establishment costs, goodwill impairment, loan forgiveness, income from investments, 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. (3)EBITDA margin represents EBITDA divided by revenues less cost of revenues.(4)Adjusted EBITDA margin represents adjusted EBITDA divided by revenues less cost of revenues. (5)Adjusted earnings is defined as net income adjusted for amortization of purchased intangibles, acquisition-related costs, impairment of investment, gain on investment, investment establishment costs, goodwill impairment, loan forgiveness, income from investments, certain tax reserve changes, deferred tax re-measurements, change in contingent consideration, and net income or loss 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.(6)Adjusted diluted earnings per share represents adjusted earnings divided by diluted weighted average shares outstanding.​74 Table of Contents Table of Contents Table of Contents (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.​​​​​​​​Year Ended ​December 31, ​2023​2022​​(in millions)​(in millions)​Revenues less cost of revenues$ 1,918.0​$ 1,741.7​Recent acquisitions:​​​​​​Acquisition revenues less cost of revenues$ (7.6)​$ —​Organic net revenue$ 1,910.4​$ 1,741.7​​(2)EBITDA is defined as income or loss before interest, income taxes, depreciation and amortization. Adjusted EBITDA is defined as EBITDA before acquisition-related costs, impairment of investment, gain on investment, investment establishment costs, goodwill impairment, loan forgiveness, income from investments, 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. (3)EBITDA margin represents EBITDA divided by revenues less cost of revenues.(4)Adjusted EBITDA margin represents adjusted EBITDA divided by revenues less cost of revenues. (5)Adjusted earnings is defined as net income adjusted for amortization of purchased intangibles, acquisition-related costs, impairment of investment, gain on investment, investment establishment costs, goodwill impairment, loan forgiveness, income from investments, certain tax reserve changes, deferred tax re-measurements, change in contingent consideration, and net income or loss 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.(6)Adjusted diluted earnings per share represents adjusted earnings divided by diluted weighted average shares outstanding.​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​" }, { "status": "REMOVED", "current_title": null, "prior_title": "Cost of Revenues", "prior_body": "The following tables reconcile the disaggregated cost of revenues captions presented on the consolidated statements of income to the net revenue captions presented on the consolidated statements of income for the year ended December 31, 2023 and 2022, respectively (in millions): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​" }, { "status": "REMOVED", "current_title": null, "prior_title": "Year Ended December 31,", "prior_body": "​ 2023 2022 Net income allocated to common stockholders ​ $ 757.5 ​ $ 234.1 Amortization of acquisition-related intangibles ​ 116.6 ​ 124.3 Acquisition-related costs ​ 7.4 ​ 19.9 Impairment of investment ​ ​ 1.8 ​ ​ 10.6 Loan forgiveness ​ ​ — ​ ​ (1.3) Gain on investment ​ ​ — ​ ​ (7.5) Income from investment ​ ​ (2.1) ​ ​ — Goodwill impairment ​ ​ — ​ ​ 460.9 Investment establishment costs ​ ​ — ​ ​ 3.0 Change in contingent consideration ​ ​ (14.4) ​ ​ (5.2) (Release) increase of tax reserves ​ ​ (6.0) ​ ​ 48.5 Valuation allowances ​ ​ (2.7) ​ ​ — Deferred tax re-measurements ​ ​ 1.1 ​ ​ (2.0) Tax effect of adjustments ​ (30.7) ​ (143.7) Net income allocated to participating securities ​ ​ (0.4) ​ ​ (1.8) Adjusted earnings ​ $ 828.1 ​ $ 739.8 ​ ​ 76 76 Table of ContentsThe following summarizes changes in certain operational and financial metrics for the year ended December 31, 2023 compared to the year ended December 31, 2022:​77 Table of Contents Table of Contents Table of Contents The following summarizes changes in certain operational and financial metrics for the year ended December 31, 2023 compared to the year ended December 31, 2022:​ The following summarizes changes in certain operational and financial metrics for the year ended December 31, 2023 compared to the year ended December 31, 2022: ​ 77 77 Table of ContentsThe following summarizes changes in certain operational and financial metrics for the year ended December 31, 2023 compared to the year ended December 31, 2022 (continued from previous page):​​​78 Table of Contents Table of Contents Table of Contents The following summarizes changes in certain operational and financial metrics for the year ended December 31, 2023 compared to the year ended December 31, 2022 (continued from previous page):​​​ The following summarizes changes in certain operational and financial metrics for the year ended December 31, 2023 compared to the year ended December 31, 2022 (continued from previous page): ​ ​ ​ 78 78 Table of ContentsThe 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 in the table below include Cboe Canada as a result of the acquisition completed during 2022. Therefore, the metrics shown in the table below in Canadian Equities do not include Cboe Canada for the periods preceding the acquisition. The following summarizes changes in certain operational and financial metrics for the year ended December 31, 2023 compared to the year ended December 31, 2022: ​​​​​​​​​​​​​​​​Year Ended ​​ ​​​​December 31,​Increase/​Percent​​ 2023 2022 (Decrease) Change​​​(in millions, except percentages, trading days, and as noted below)​Options:​ ​Average daily volume (ADV) (in millions of contracts):​ ​ ​ ​Market ADV​ 44.2​​ 41.1​​ 3.1 8%Total touched contracts (1)​ 14.6​​ 13.6​​ 1.0 7%Multi-listed contract ADV​​ 10.8​​ 10.8​​ —​ 0%Index contract ADV​ 3.8​​ 2.8​​ 1.0 33%Number of trading days​​ 250​​ 251​​ (1) (0)%Total Options revenue per contract (RPC) (2)​$ 0.276​$ 0.234​$ 0.042 18%Multi-listed options RPC (2)​​ 0.060​​ 0.063​​ (0.003) (5)%Index options RPC (2)​​ 0.893​​ 0.879​​ 0.014 2%Total Options market share​​ 33.1%​ 33.2%​ (0.1)%​*Multi-listed options market share​​ 26.8%​ 28.2%​ (1.4)%​*North American Equities:​ ​ ​​ ​ ​U.S. Equities:​​​​​​​​​​​​U.S. Equities - Exchange:​​​​​​​​​​​​ADV:​ ​ ​​ ​ ​Total touched shares (in billions) (1)​ 1.5​ 1.7​ (0.2) (12)%Market ADV (in billions)​ 11.0​ 11.9​ (0.9) (7)%Market share​​ 12.8%​ 13.6%​ (0.8)% ​*U.S. Equities - Exchange (net capture per one hundred touched shares) (3)​$ 0.018​$ 0.021​$ (0.003) (11)%U.S. ETPs: launches (number of launches)​ 124​​ 80​ 44 55%U.S. ETPs: listings (number of listings) ​ 666​​ 592​ 74 13%U.S. Equities - Off-Exchange:​​​​​​​​​​​​ADV:​ ​ ​​ ​ ​Total touched shares (in millions) (1)​ 78.0​ 90.4​ (12.4) (14)%U.S. Equities - Off-Exchange (net capture per one hundred touched shares) (4)​$ 0.126​$ 0.113​$ 0.013 11%Trading days​​ 250​​ 251​​ (1)​ (0)%Canadian Equities:​​​​​​​​​​​​ADV (matched shares, in millions) (5)​​ 136.1​​ 91.8​​ 44.3​ 48%Trading days​​ 250​​ 250​​ —​ —%Net capture (per 10,000 touched shares, in Canadian dollars) (6)​​ 3.994​​ 4.966​​ (0.972)​ (20)%Europe and Asia Pacific:​ ​ ​ ​ ​European Equities:​​​​​​​​​​​​ADNV:​ ​​ ​​ ​ ​Matched ADNV (Euros - in billions) (7)​€ 9.4​€ 10.8​€ (1.4)​ (13)%Market ADNV (in billions)​​ 39.1​​ 46.2​​ (7.1)​ (15)%Trading days​ 256​ 257​​ (1)​ (0)%Market share​​ 24.0%​ 23.5%​ 0.5% ​*Net capture (per matched notional value (bps), in Euros) (8)​​ 0.226​​ 0.231​​ (0.005)​ (2)%Cboe Clear Europe:​​​​​​​​​​​​Trades cleared (9)​​ 1,172.0​​ 1,499.9​​ (327.9)​ (22)%Fee per trade cleared (10)​€ 0.009​€ 0.008​€ 0.001​ 9%European equities market share cleared (11)​​ 34.3%​ 32.6%​ 1.7% ​*Net settlement volume (12)​​ 10.0​​ 10.3​​ (0.3)​ (3)%Net fee per settlement (13)​€ 0.917​€ 0.881​€ 0.036​ 4%Australian Equities:​​​​​​​​​​​​ADNV (AUD - in billions)​$ 0.7​$ 0.8​$ (0.1)​ (10)%Trading days​​ 252​​ 253​​ (1)​ (0)%Market share - Continuous​​ 18.7%​ 16.6%​ 2.1%​*Net capture (per matched notional value (bps), in Australian Dollars) (14)​​ 0.158​​ 0.164​​ (0.006)​ (4)%Japanese Equities:​​​​​​​​​​​​ADNV (JPY - in billions)​¥ 176.6​¥ 142.9​¥ 33.7​ 24%Trading days​​ 246​​ 244​​ 2​ 1%Market share - Lit Continuous​​ 4.0%​ 3.6%​ 0.4% ​*Net capture (per matched notional value (bps), in Yen) (15)​​ 0.252​​ 0.252​​ —​ 0%Futures:​​​​​​​​​​​​ADV (in thousands)​​ 223.3​​ 218.2​​ 5.1​ 2%Trading days​​ 250​​ 251​​ (1)​ (0)%Revenue per contract​$ 1.755​$ 1.674​$ 0.081​ 5%Global FX:​ ​​ ​​ ​ ​ADNV ($ - in billions)​$ 44.7​$ 40.9​$ 3.8​ 9%Market share​​ 20.0%​ 17.6%​ 2.4% ​*Trading days​ 259​ 260​​ (1)​ (0)%Net capture (per one million dollars traded) (16)​​ 2.64​​ 2.69​​ (0.05)​ (2)%​​​​​​​​​​​​​Average British pound/U.S. dollar exchange rate​$ 1.243​$ 1.237​$ 0.006​ 0%Average Canadian dollar/U.S. dollar exchange rate​$ 0.741​$ 0.769​$ (0.028)​ (4)%Average Euro/U.S. dollar exchange rate​$ 1.081​$ 1.054​$ 0.027​ 3%Average Euro/British pound exchange rate​£ 0.870​£ 0.852​£ 0.018​ 2%Average Australian dollar/U.S. dollar exchange rate​$ 0.664​$ 0.694​$ (0.030)​ (4)%Average Japanese Yen/U.S. dollar exchange rate​$ 0.007​$ 0.008​$ (0.001)​ (7)%* Not meaningfulNote, the percent change listed represents the change in the unrounded metrics figures.79 Table of Contents Table of Contents 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 in the table below include Cboe Canada as a result of the acquisition completed during 2022. Therefore, the metrics shown in the table below in Canadian Equities do not include Cboe Canada for the periods preceding the acquisition. The following summarizes changes in certain operational and financial metrics for the year ended December 31, 2023 compared to the year ended December 31, 2022: ​​​​​​​​​​​​​​​​Year Ended ​​ ​​​​December 31,​Increase/​Percent​​ 2023 2022 (Decrease) Change​​​(in millions, except percentages, trading days, and as noted below)​Options:​ ​Average daily volume (ADV) (in millions of contracts):​ ​ ​ ​Market ADV​ 44.2​​ 41.1​​ 3.1 8%Total touched contracts (1)​ 14.6​​ 13.6​​ 1.0 7%Multi-listed contract ADV​​ 10.8​​ 10.8​​ —​ 0%Index contract ADV​ 3.8​​ 2.8​​ 1.0 33%Number of trading days​​ 250​​ 251​​ (1) (0)%Total Options revenue per contract (RPC) (2)​$ 0.276​$ 0.234​$ 0.042 18%Multi-listed options RPC (2)​​ 0.060​​ 0.063​​ (0.003) (5)%Index options RPC (2)​​ 0.893​​ 0.879​​ 0.014 2%Total Options market share​​ 33.1%​ 33.2%​ (0.1)%​*Multi-listed options market share​​ 26.8%​ 28.2%​ (1.4)%​*North American Equities:​ ​ ​​ ​ ​U.S. Equities:​​​​​​​​​​​​U.S. Equities - Exchange:​​​​​​​​​​​​ADV:​ ​ ​​ ​ ​Total touched shares (in billions) (1)​ 1.5​ 1.7​ (0.2) (12)%Market ADV (in billions)​ 11.0​ 11.9​ (0.9) (7)%Market share​​ 12.8%​ 13.6%​ (0.8)% ​*U.S. Equities - Exchange (net capture per one hundred touched shares) (3)​$ 0.018​$ 0.021​$ (0.003) (11)%U.S. ETPs: launches (number of launches)​ 124​​ 80​ 44 55%U.S. ETPs: listings (number of listings) ​ 666​​ 592​ 74 13%U.S. Equities - Off-Exchange:​​​​​​​​​​​​ADV:​ ​ ​​ ​ ​Total touched shares (in millions) (1)​ 78.0​ 90.4​ (12.4) (14)%U.S. Equities - Off-Exchange (net capture per one hundred touched shares) (4)​$ 0.126​$ 0.113​$ 0.013 11%Trading days​​ 250​​ 251​​ (1)​ (0)%Canadian Equities:​​​​​​​​​​​​ADV (matched shares, in millions) (5)​​ 136.1​​ 91.8​​ 44.3​ 48%Trading days​​ 250​​ 250​​ —​ —%Net capture (per 10,000 touched shares, in Canadian dollars) (6)​​ 3.994​​ 4.966​​ (0.972)​ (20)%Europe and Asia Pacific:​ ​ ​ ​ ​European Equities:​​​​​​​​​​​​ADNV:​ ​​ ​​ ​ ​Matched ADNV (Euros - in billions) (7)​€ 9.4​€ 10.8​€ (1.4)​ (13)%Market ADNV (in billions)​​ 39.1​​ 46.2​​ (7.1)​ (15)%Trading days​ 256​ 257​​ (1)​ (0)%Market share​​ 24.0%​ 23.5%​ 0.5% ​*Net capture (per matched notional value (bps), in Euros) (8)​​ 0.226​​ 0.231​​ (0.005)​ (2)%Cboe Clear Europe:​​​​​​​​​​​​Trades cleared (9)​​ 1,172.0​​ 1,499.9​​ (327.9)​ (22)%Fee per trade cleared (10)​€ 0.009​€ 0.008​€ 0.001​ 9%European equities market share cleared (11)​​ 34.3%​ 32.6%​ 1.7% ​*Net settlement volume (12)​​ 10.0​​ 10.3​​ (0.3)​ (3)%Net fee per settlement (13)​€ 0.917​€ 0.881​€ 0.036​ 4%Australian Equities:​​​​​​​​​​​​ADNV (AUD - in billions)​$ 0.7​$ 0.8​$ (0.1)​ (10)%Trading days​​ 252​​ 253​​ (1)​ (0)%Market share - Continuous​​ 18.7%​ 16.6%​ 2.1%​*Net capture (per matched notional value (bps), in Australian Dollars) (14)​​ 0.158​​ 0.164​​ (0.006)​ (4)%Japanese Equities:​​​​​​​​​​​​ADNV (JPY - in billions)​¥ 176.6​¥ 142.9​¥ 33.7​ 24%Trading days​​ 246​​ 244​​ 2​ 1%Market share - Lit Continuous​​ 4.0%​ 3.6%​ 0.4% ​*Net capture (per matched notional value (bps), in Yen) (15)​​ 0.252​​ 0.252​​ —​ 0%Futures:​​​​​​​​​​​​ADV (in thousands)​​ 223.3​​ 218.2​​ 5.1​ 2%Trading days​​ 250​​ 251​​ (1)​ (0)%Revenue per contract​$ 1.755​$ 1.674​$ 0.081​ 5%Global FX:​ ​​ ​​ ​ ​ADNV ($ - in billions)​$ 44.7​$ 40.9​$ 3.8​ 9%Market share​​ 20.0%​ 17.6%​ 2.4% ​*Trading days​ 259​ 260​​ (1)​ (0)%Net capture (per one million dollars traded) (16)​​ 2.64​​ 2.69​​ (0.05)​ (2)%​​​​​​​​​​​​​Average British pound/U.S. dollar exchange rate​$ 1.243​$ 1.237​$ 0.006​ 0%Average Canadian dollar/U.S. dollar exchange rate​$ 0.741​$ 0.769​$ (0.028)​ (4)%Average Euro/U.S. dollar exchange rate​$ 1.081​$ 1.054​$ 0.027​ 3%Average Euro/British pound exchange rate​£ 0.870​£ 0.852​£ 0.018​ 2%Average Australian dollar/U.S. dollar exchange rate​$ 0.664​$ 0.694​$ (0.030)​ (4)%Average Japanese Yen/U.S. dollar exchange rate​$ 0.007​$ 0.008​$ (0.001)​ (7)%* Not meaningfulNote, the percent change listed represents the change in the unrounded metrics figures. 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 in the table below include Cboe Canada as a result of the acquisition completed during 2022. Therefore, the metrics shown in the table below in Canadian Equities do not include Cboe Canada for the periods preceding the acquisition. The following summarizes changes in certain operational and financial metrics for the year ended December 31, 2023 compared to the year ended December 31, 2022: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ ​ ​ ​ ​" }, { "status": "REMOVED", "current_title": null, "prior_title": "DerivativesMarkets", "prior_body": "​ Total Liquidity payments ​ $ 837.3 ​ $ — ​ $ 548.5 ​ $ 1,385.8 Routing and clearing fees ​ ​ 51.2 ​ ​ — ​ ​ 27.9 ​ ​ 79.1 Section 31 fees ​ ​ 151.2 ​ ​ — ​ ​ 34.5 ​ ​ 185.7 Royalty fees and other cost of revenues ​ ​ 38.9 ​ ​ 9.1 ​ ​ 156.9 ​ ​ 204.9 Total cost of revenues ​ $ 1,078.6 ​ $ 9.1 ​ $ 767.8 ​ $ 1,855.5 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​" }, { "status": "REMOVED", "current_title": null, "prior_title": "Year Ended December 31,", "prior_body": "​ 2023 2022 Net income allocated to common stockholders ​ $ 757.5 ​ $ 234.1 Amortization of acquisition-related intangibles ​ 116.6 ​ 124.3 Acquisition-related costs ​ 7.4 ​ 19.9 Impairment of investment ​ ​ 1.8 ​ ​ 10.6 Loan forgiveness ​ ​ — ​ ​ (1.3) Gain on investment ​ ​ — ​ ​ (7.5) Income from investment ​ ​ (2.1) ​ ​ — Goodwill impairment ​ ​ — ​ ​ 460.9 Investment establishment costs ​ ​ — ​ ​ 3.0 Change in contingent consideration ​ ​ (14.4) ​ ​ (5.2) (Release) increase of tax reserves ​ ​ (6.0) ​ ​ 48.5 Valuation allowances ​ ​ (2.7) ​ ​ — Deferred tax re-measurements ​ ​ 1.1 ​ ​ (2.0) Tax effect of adjustments ​ (30.7) ​ (143.7) Net income allocated to participating securities ​ ​ (0.4) ​ ​ (1.8) Adjusted earnings ​ $ 828.1 ​ $ 739.8 ​ ​ 76 76 Table of ContentsThe following summarizes changes in certain operational and financial metrics for the year ended December 31, 2023 compared to the year ended December 31, 2022:​77 Table of Contents Table of Contents Table of Contents The following summarizes changes in certain operational and financial metrics for the year ended December 31, 2023 compared to the year ended December 31, 2022:​ The following summarizes changes in certain operational and financial metrics for the year ended December 31, 2023 compared to the year ended December 31, 2022: ​ 77 77 Table of ContentsThe following summarizes changes in certain operational and financial metrics for the year ended December 31, 2023 compared to the year ended December 31, 2022 (continued from previous page):​​​78 Table of Contents Table of Contents Table of Contents The following summarizes changes in certain operational and financial metrics for the year ended December 31, 2023 compared to the year ended December 31, 2022 (continued from previous page):​​​ The following summarizes changes in certain operational and financial metrics for the year ended December 31, 2023 compared to the year ended December 31, 2022 (continued from previous page): ​ ​ ​ 78 78 Table of ContentsThe 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 in the table below include Cboe Canada as a result of the acquisition completed during 2022. Therefore, the metrics shown in the table below in Canadian Equities do not include Cboe Canada for the periods preceding the acquisition. The following summarizes changes in certain operational and financial metrics for the year ended December 31, 2023 compared to the year ended December 31, 2022: ​​​​​​​​​​​​​​​​Year Ended ​​ ​​​​December 31,​Increase/​Percent​​ 2023 2022 (Decrease) Change​​​(in millions, except percentages, trading days, and as noted below)​Options:​ ​Average daily volume (ADV) (in millions of contracts):​ ​ ​ ​Market ADV​ 44.2​​ 41.1​​ 3.1 8%Total touched contracts (1)​ 14.6​​ 13.6​​ 1.0 7%Multi-listed contract ADV​​ 10.8​​ 10.8​​ —​ 0%Index contract ADV​ 3.8​​ 2.8​​ 1.0 33%Number of trading days​​ 250​​ 251​​ (1) (0)%Total Options revenue per contract (RPC) (2)​$ 0.276​$ 0.234​$ 0.042 18%Multi-listed options RPC (2)​​ 0.060​​ 0.063​​ (0.003) (5)%Index options RPC (2)​​ 0.893​​ 0.879​​ 0.014 2%Total Options market share​​ 33.1%​ 33.2%​ (0.1)%​*Multi-listed options market share​​ 26.8%​ 28.2%​ (1.4)%​*North American Equities:​ ​ ​​ ​ ​U.S. Equities:​​​​​​​​​​​​U.S. Equities - Exchange:​​​​​​​​​​​​ADV:​ ​ ​​ ​ ​Total touched shares (in billions) (1)​ 1.5​ 1.7​ (0.2) (12)%Market ADV (in billions)​ 11.0​ 11.9​ (0.9) (7)%Market share​​ 12.8%​ 13.6%​ (0.8)% ​*U.S. Equities - Exchange (net capture per one hundred touched shares) (3)​$ 0.018​$ 0.021​$ (0.003) (11)%U.S. ETPs: launches (number of launches)​ 124​​ 80​ 44 55%U.S. ETPs: listings (number of listings) ​ 666​​ 592​ 74 13%U.S. Equities - Off-Exchange:​​​​​​​​​​​​ADV:​ ​ ​​ ​ ​Total touched shares (in millions) (1)​ 78.0​ 90.4​ (12.4) (14)%U.S. Equities - Off-Exchange (net capture per one hundred touched shares) (4)​$ 0.126​$ 0.113​$ 0.013 11%Trading days​​ 250​​ 251​​ (1)​ (0)%Canadian Equities:​​​​​​​​​​​​ADV (matched shares, in millions) (5)​​ 136.1​​ 91.8​​ 44.3​ 48%Trading days​​ 250​​ 250​​ —​ —%Net capture (per 10,000 touched shares, in Canadian dollars) (6)​​ 3.994​​ 4.966​​ (0.972)​ (20)%Europe and Asia Pacific:​ ​ ​ ​ ​European Equities:​​​​​​​​​​​​ADNV:​ ​​ ​​ ​ ​Matched ADNV (Euros - in billions) (7)​€ 9.4​€ 10.8​€ (1.4)​ (13)%Market ADNV (in billions)​​ 39.1​​ 46.2​​ (7.1)​ (15)%Trading days​ 256​ 257​​ (1)​ (0)%Market share​​ 24.0%​ 23.5%​ 0.5% ​*Net capture (per matched notional value (bps), in Euros) (8)​​ 0.226​​ 0.231​​ (0.005)​ (2)%Cboe Clear Europe:​​​​​​​​​​​​Trades cleared (9)​​ 1,172.0​​ 1,499.9​​ (327.9)​ (22)%Fee per trade cleared (10)​€ 0.009​€ 0.008​€ 0.001​ 9%European equities market share cleared (11)​​ 34.3%​ 32.6%​ 1.7% ​*Net settlement volume (12)​​ 10.0​​ 10.3​​ (0.3)​ (3)%Net fee per settlement (13)​€ 0.917​€ 0.881​€ 0.036​ 4%Australian Equities:​​​​​​​​​​​​ADNV (AUD - in billions)​$ 0.7​$ 0.8​$ (0.1)​ (10)%Trading days​​ 252​​ 253​​ (1)​ (0)%Market share - Continuous​​ 18.7%​ 16.6%​ 2.1%​*Net capture (per matched notional value (bps), in Australian Dollars) (14)​​ 0.158​​ 0.164​​ (0.006)​ (4)%Japanese Equities:​​​​​​​​​​​​ADNV (JPY - in billions)​¥ 176.6​¥ 142.9​¥ 33.7​ 24%Trading days​​ 246​​ 244​​ 2​ 1%Market share - Lit Continuous​​ 4.0%​ 3.6%​ 0.4% ​*Net capture (per matched notional value (bps), in Yen) (15)​​ 0.252​​ 0.252​​ —​ 0%Futures:​​​​​​​​​​​​ADV (in thousands)​​ 223.3​​ 218.2​​ 5.1​ 2%Trading days​​ 250​​ 251​​ (1)​ (0)%Revenue per contract​$ 1.755​$ 1.674​$ 0.081​ 5%Global FX:​ ​​ ​​ ​ ​ADNV ($ - in billions)​$ 44.7​$ 40.9​$ 3.8​ 9%Market share​​ 20.0%​ 17.6%​ 2.4% ​*Trading days​ 259​ 260​​ (1)​ (0)%Net capture (per one million dollars traded) (16)​​ 2.64​​ 2.69​​ (0.05)​ (2)%​​​​​​​​​​​​​Average British pound/U.S. dollar exchange rate​$ 1.243​$ 1.237​$ 0.006​ 0%Average Canadian dollar/U.S. dollar exchange rate​$ 0.741​$ 0.769​$ (0.028)​ (4)%Average Euro/U.S. dollar exchange rate​$ 1.081​$ 1.054​$ 0.027​ 3%Average Euro/British pound exchange rate​£ 0.870​£ 0.852​£ 0.018​ 2%Average Australian dollar/U.S. dollar exchange rate​$ 0.664​$ 0.694​$ (0.030)​ (4)%Average Japanese Yen/U.S. dollar exchange rate​$ 0.007​$ 0.008​$ (0.001)​ (7)%* Not meaningfulNote, the percent change listed represents the change in the unrounded metrics figures.79 Table of Contents Table of Contents 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 in the table below include Cboe Canada as a result of the acquisition completed during 2022. Therefore, the metrics shown in the table below in Canadian Equities do not include Cboe Canada for the periods preceding the acquisition. The following summarizes changes in certain operational and financial metrics for the year ended December 31, 2023 compared to the year ended December 31, 2022: ​​​​​​​​​​​​​​​​Year Ended ​​ ​​​​December 31,​Increase/​Percent​​ 2023 2022 (Decrease) Change​​​(in millions, except percentages, trading days, and as noted below)​Options:​ ​Average daily volume (ADV) (in millions of contracts):​ ​ ​ ​Market ADV​ 44.2​​ 41.1​​ 3.1 8%Total touched contracts (1)​ 14.6​​ 13.6​​ 1.0 7%Multi-listed contract ADV​​ 10.8​​ 10.8​​ —​ 0%Index contract ADV​ 3.8​​ 2.8​​ 1.0 33%Number of trading days​​ 250​​ 251​​ (1) (0)%Total Options revenue per contract (RPC) (2)​$ 0.276​$ 0.234​$ 0.042 18%Multi-listed options RPC (2)​​ 0.060​​ 0.063​​ (0.003) (5)%Index options RPC (2)​​ 0.893​​ 0.879​​ 0.014 2%Total Options market share​​ 33.1%​ 33.2%​ (0.1)%​*Multi-listed options market share​​ 26.8%​ 28.2%​ (1.4)%​*North American Equities:​ ​ ​​ ​ ​U.S. Equities:​​​​​​​​​​​​U.S. Equities - Exchange:​​​​​​​​​​​​ADV:​ ​ ​​ ​ ​Total touched shares (in billions) (1)​ 1.5​ 1.7​ (0.2) (12)%Market ADV (in billions)​ 11.0​ 11.9​ (0.9) (7)%Market share​​ 12.8%​ 13.6%​ (0.8)% ​*U.S. Equities - Exchange (net capture per one hundred touched shares) (3)​$ 0.018​$ 0.021​$ (0.003) (11)%U.S. ETPs: launches (number of launches)​ 124​​ 80​ 44 55%U.S. ETPs: listings (number of listings) ​ 666​​ 592​ 74 13%U.S. Equities - Off-Exchange:​​​​​​​​​​​​ADV:​ ​ ​​ ​ ​Total touched shares (in millions) (1)​ 78.0​ 90.4​ (12.4) (14)%U.S. Equities - Off-Exchange (net capture per one hundred touched shares) (4)​$ 0.126​$ 0.113​$ 0.013 11%Trading days​​ 250​​ 251​​ (1)​ (0)%Canadian Equities:​​​​​​​​​​​​ADV (matched shares, in millions) (5)​​ 136.1​​ 91.8​​ 44.3​ 48%Trading days​​ 250​​ 250​​ —​ —%Net capture (per 10,000 touched shares, in Canadian dollars) (6)​​ 3.994​​ 4.966​​ (0.972)​ (20)%Europe and Asia Pacific:​ ​ ​ ​ ​European Equities:​​​​​​​​​​​​ADNV:​ ​​ ​​ ​ ​Matched ADNV (Euros - in billions) (7)​€ 9.4​€ 10.8​€ (1.4)​ (13)%Market ADNV (in billions)​​ 39.1​​ 46.2​​ (7.1)​ (15)%Trading days​ 256​ 257​​ (1)​ (0)%Market share​​ 24.0%​ 23.5%​ 0.5% ​*Net capture (per matched notional value (bps), in Euros) (8)​​ 0.226​​ 0.231​​ (0.005)​ (2)%Cboe Clear Europe:​​​​​​​​​​​​Trades cleared (9)​​ 1,172.0​​ 1,499.9​​ (327.9)​ (22)%Fee per trade cleared (10)​€ 0.009​€ 0.008​€ 0.001​ 9%European equities market share cleared (11)​​ 34.3%​ 32.6%​ 1.7% ​*Net settlement volume (12)​​ 10.0​​ 10.3​​ (0.3)​ (3)%Net fee per settlement (13)​€ 0.917​€ 0.881​€ 0.036​ 4%Australian Equities:​​​​​​​​​​​​ADNV (AUD - in billions)​$ 0.7​$ 0.8​$ (0.1)​ (10)%Trading days​​ 252​​ 253​​ (1)​ (0)%Market share - Continuous​​ 18.7%​ 16.6%​ 2.1%​*Net capture (per matched notional value (bps), in Australian Dollars) (14)​​ 0.158​​ 0.164​​ (0.006)​ (4)%Japanese Equities:​​​​​​​​​​​​ADNV (JPY - in billions)​¥ 176.6​¥ 142.9​¥ 33.7​ 24%Trading days​​ 246​​ 244​​ 2​ 1%Market share - Lit Continuous​​ 4.0%​ 3.6%​ 0.4% ​*Net capture (per matched notional value (bps), in Yen) (15)​​ 0.252​​ 0.252​​ —​ 0%Futures:​​​​​​​​​​​​ADV (in thousands)​​ 223.3​​ 218.2​​ 5.1​ 2%Trading days​​ 250​​ 251​​ (1)​ (0)%Revenue per contract​$ 1.755​$ 1.674​$ 0.081​ 5%Global FX:​ ​​ ​​ ​ ​ADNV ($ - in billions)​$ 44.7​$ 40.9​$ 3.8​ 9%Market share​​ 20.0%​ 17.6%​ 2.4% ​*Trading days​ 259​ 260​​ (1)​ (0)%Net capture (per one million dollars traded) (16)​​ 2.64​​ 2.69​​ (0.05)​ (2)%​​​​​​​​​​​​​Average British pound/U.S. dollar exchange rate​$ 1.243​$ 1.237​$ 0.006​ 0%Average Canadian dollar/U.S. dollar exchange rate​$ 0.741​$ 0.769​$ (0.028)​ (4)%Average Euro/U.S. dollar exchange rate​$ 1.081​$ 1.054​$ 0.027​ 3%Average Euro/British pound exchange rate​£ 0.870​£ 0.852​£ 0.018​ 2%Average Australian dollar/U.S. dollar exchange rate​$ 0.664​$ 0.694​$ (0.030)​ (4)%Average Japanese Yen/U.S. dollar exchange rate​$ 0.007​$ 0.008​$ (0.001)​ (7)%* Not meaningfulNote, the percent change listed represents the change in the unrounded metrics figures. 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 in the table below include Cboe Canada as a result of the acquisition completed during 2022. Therefore, the metrics shown in the table below in Canadian Equities do not include Cboe Canada for the periods preceding the acquisition. The following summarizes changes in certain operational and financial metrics for the year ended December 31, 2023 compared to the year ended December 31, 2022: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ ​ ​ ​ ​" }, { "status": "REMOVED", "current_title": null, "prior_title": "DerivativesMarkets", "prior_body": "​ Total Liquidity payments ​ $ 837.3 ​ $ — ​ $ 548.5 ​ $ 1,385.8 Routing and clearing fees ​ ​ 51.2 ​ ​ — ​ ​ 27.9 ​ ​ 79.1 Section 31 fees ​ ​ 151.2 ​ ​ — ​ ​ 34.5 ​ ​ 185.7 Royalty fees and other cost of revenues ​ ​ 38.9 ​ ​ 9.1 ​ ​ 156.9 ​ ​ 204.9 Total cost of revenues ​ $ 1,078.6 ​ $ 9.1 ​ $ 767.8 ​ $ 1,855.5 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​" }, { "status": "REMOVED", "current_title": null, "prior_title": "December 31,", "prior_body": "​ Increase/ ​ Percent ​ 2023 2022 (Decrease) Change Total revenues ​ $ 3,773.5 ​ $ 3,958.5 ​ $ (185.0) ​ (5) % Total cost of revenues ​ 1,855.5 ​ 2,216.8 ​ (361.3) (16) % Revenues less cost of revenues ​ 1,918.0 ​ 1,741.7 ​ 176.3 10 % Total operating expenses ​ 860.1 ​ 1,252.1 ​ (392.0) (31) % Operating income ​ 1,057.9 ​ 489.6 ​ 568.3 116 % Income before income tax provision ​ 1,047.6 ​ 432.9 ​ 614.7 142 % Income tax provision ​ 286.2 ​ 197.9 ​ 88.3 45 % Net income ​ $ 761.4 ​ $ 235.0 ​ $ 526.4 224 % Basic earnings per share ​ $ 7.16 ​ $ 2.20 ​ $ 4.96 ​ 225 % Diluted earnings per share ​ ​ 7.13 ​ ​ 2.19 ​ ​ 4.94 ​ 226 % Organic net revenue (1) ​ $ 1,910.4 ​ $ 1,741.7 ​ $ 168.7 ​ 10 % EBITDA (2) ​ $ 1,252.1 ​ $ 655.2 ​ $ 596.9 91 % EBITDA margin (3) ​ 65.3 % 37.6 % 27.7 % * Adjusted EBITDA (2) ​ $ 1,244.8 ​ $ 1,135.6 ​ $ 109.2 10 % Adjusted EBITDA margin (4) ​ 64.9 % 65.2 % (0.3) % * Adjusted earnings (5) ​ $ 828.1 ​ $ 739.8 ​ $ 88.3 12 % Adjusted earnings margin (5) ​ ​ 43.2 % ​ 42.5 % ​ 0.7 % ​ * Diluted weighted average shares outstanding ​ ​ 106.2 ​ ​ 106.7 ​ ​ (0.5) ​ (0) % Adjusted Diluted earnings per share (6) ​ $ 7.80 ​ $ 6.93 ​ $ 0.87 13 % * Not meaningful 73 73 Table of Contents(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.​​​​​​​​Year Ended ​December 31, ​2023​2022​​(in millions)​(in millions)​Revenues less cost of revenues$ 1,918.0​$ 1,741.7​Recent acquisitions:​​​​​​Acquisition revenues less cost of revenues$ (7.6)​$ —​Organic net revenue$ 1,910.4​$ 1,741.7​​(2)EBITDA is defined as income or loss before interest, income taxes, depreciation and amortization. Adjusted EBITDA is defined as EBITDA before acquisition-related costs, impairment of investment, gain on investment, investment establishment costs, goodwill impairment, loan forgiveness, income from investments, 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. (3)EBITDA margin represents EBITDA divided by revenues less cost of revenues.(4)Adjusted EBITDA margin represents adjusted EBITDA divided by revenues less cost of revenues. (5)Adjusted earnings is defined as net income adjusted for amortization of purchased intangibles, acquisition-related costs, impairment of investment, gain on investment, investment establishment costs, goodwill impairment, loan forgiveness, income from investments, certain tax reserve changes, deferred tax re-measurements, change in contingent consideration, and net income or loss 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.(6)Adjusted diluted earnings per share represents adjusted earnings divided by diluted weighted average shares outstanding.​74 Table of Contents Table of Contents Table of Contents (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.​​​​​​​​Year Ended ​December 31, ​2023​2022​​(in millions)​(in millions)​Revenues less cost of revenues$ 1,918.0​$ 1,741.7​Recent acquisitions:​​​​​​Acquisition revenues less cost of revenues$ (7.6)​$ —​Organic net revenue$ 1,910.4​$ 1,741.7​​(2)EBITDA is defined as income or loss before interest, income taxes, depreciation and amortization. Adjusted EBITDA is defined as EBITDA before acquisition-related costs, impairment of investment, gain on investment, investment establishment costs, goodwill impairment, loan forgiveness, income from investments, 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. (3)EBITDA margin represents EBITDA divided by revenues less cost of revenues.(4)Adjusted EBITDA margin represents adjusted EBITDA divided by revenues less cost of revenues. (5)Adjusted earnings is defined as net income adjusted for amortization of purchased intangibles, acquisition-related costs, impairment of investment, gain on investment, investment establishment costs, goodwill impairment, loan forgiveness, income from investments, certain tax reserve changes, deferred tax re-measurements, change in contingent consideration, and net income or loss 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.(6)Adjusted diluted earnings per share represents adjusted earnings divided by diluted weighted average shares outstanding.​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​" }, { "status": "REMOVED", "current_title": null, "prior_title": "Revenues Less Cost of Revenues", "prior_body": "Revenues less cost of revenues increased $176.3 million, or 10%, for the year ended December 31, 2023 compared to the year ended December 31, 2022 primarily due to an increase in derivatives markets revenues less cost of revenues driven by an increase in index options trading volumes, coupled with an increase in access and capacity fees and proprietary market data across segments, and additional revenues less cost of revenues attributable to Cboe Canada, partially offset by a decrease in cash and spot markets revenues less cost of revenues driven by a decrease in volumes traded on the U.S. Equities and European Equities exchanges and increases in royalty fees in the Options segment. The following summarizes the components of revenues less cost of revenues for the year ended December 31, 2023, presented as a percentage of revenues less cost of revenues and compared to the year ended December 31, 2022 (in millions, except percentages): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​" }, { "status": "REMOVED", "current_title": null, "prior_title": "Revenues Less", "prior_body": "​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cost of ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Revenues ​ ​ Year Ended ​ ​ ​ Year Ended ​ ​" }, { "status": "REMOVED", "current_title": null, "prior_title": "December 31,", "prior_body": "​ Increase/ ​ Percent ​ 2023 2022 (Decrease) Change Total revenues ​ $ 3,773.5 ​ $ 3,958.5 ​ $ (185.0) ​ (5) % Total cost of revenues ​ 1,855.5 ​ 2,216.8 ​ (361.3) (16) % Revenues less cost of revenues ​ 1,918.0 ​ 1,741.7 ​ 176.3 10 % Total operating expenses ​ 860.1 ​ 1,252.1 ​ (392.0) (31) % Operating income ​ 1,057.9 ​ 489.6 ​ 568.3 116 % Income before income tax provision ​ 1,047.6 ​ 432.9 ​ 614.7 142 % Income tax provision ​ 286.2 ​ 197.9 ​ 88.3 45 % Net income ​ $ 761.4 ​ $ 235.0 ​ $ 526.4 224 % Basic earnings per share ​ $ 7.16 ​ $ 2.20 ​ $ 4.96 ​ 225 % Diluted earnings per share ​ ​ 7.13 ​ ​ 2.19 ​ ​ 4.94 ​ 226 % Organic net revenue (1) ​ $ 1,910.4 ​ $ 1,741.7 ​ $ 168.7 ​ 10 % EBITDA (2) ​ $ 1,252.1 ​ $ 655.2 ​ $ 596.9 91 % EBITDA margin (3) ​ 65.3 % 37.6 % 27.7 % * Adjusted EBITDA (2) ​ $ 1,244.8 ​ $ 1,135.6 ​ $ 109.2 10 % Adjusted EBITDA margin (4) ​ 64.9 % 65.2 % (0.3) % * Adjusted earnings (5) ​ $ 828.1 ​ $ 739.8 ​ $ 88.3 12 % Adjusted earnings margin (5) ​ ​ 43.2 % ​ 42.5 % ​ 0.7 % ​ * Diluted weighted average shares outstanding ​ ​ 106.2 ​ ​ 106.7 ​ ​ (0.5) ​ (0) % Adjusted Diluted earnings per share (6) ​ $ 7.80 ​ $ 6.93 ​ $ 0.87 13 % * Not meaningful 73 73 Table of Contents(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.​​​​​​​​Year Ended ​December 31, ​2023​2022​​(in millions)​(in millions)​Revenues less cost of revenues$ 1,918.0​$ 1,741.7​Recent acquisitions:​​​​​​Acquisition revenues less cost of revenues$ (7.6)​$ —​Organic net revenue$ 1,910.4​$ 1,741.7​​(2)EBITDA is defined as income or loss before interest, income taxes, depreciation and amortization. Adjusted EBITDA is defined as EBITDA before acquisition-related costs, impairment of investment, gain on investment, investment establishment costs, goodwill impairment, loan forgiveness, income from investments, 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. (3)EBITDA margin represents EBITDA divided by revenues less cost of revenues.(4)Adjusted EBITDA margin represents adjusted EBITDA divided by revenues less cost of revenues. (5)Adjusted earnings is defined as net income adjusted for amortization of purchased intangibles, acquisition-related costs, impairment of investment, gain on investment, investment establishment costs, goodwill impairment, loan forgiveness, income from investments, certain tax reserve changes, deferred tax re-measurements, change in contingent consideration, and net income or loss 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.(6)Adjusted diluted earnings per share represents adjusted earnings divided by diluted weighted average shares outstanding.​74 Table of Contents Table of Contents Table of Contents (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.​​​​​​​​Year Ended ​December 31, ​2023​2022​​(in millions)​(in millions)​Revenues less cost of revenues$ 1,918.0​$ 1,741.7​Recent acquisitions:​​​​​​Acquisition revenues less cost of revenues$ (7.6)​$ —​Organic net revenue$ 1,910.4​$ 1,741.7​​(2)EBITDA is defined as income or loss before interest, income taxes, depreciation and amortization. Adjusted EBITDA is defined as EBITDA before acquisition-related costs, impairment of investment, gain on investment, investment establishment costs, goodwill impairment, loan forgiveness, income from investments, 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. (3)EBITDA margin represents EBITDA divided by revenues less cost of revenues.(4)Adjusted EBITDA margin represents adjusted EBITDA divided by revenues less cost of revenues. (5)Adjusted earnings is defined as net income adjusted for amortization of purchased intangibles, acquisition-related costs, impairment of investment, gain on investment, investment establishment costs, goodwill impairment, loan forgiveness, income from investments, certain tax reserve changes, deferred tax re-measurements, change in contingent consideration, and net income or loss 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.(6)Adjusted diluted earnings per share represents adjusted earnings divided by diluted weighted average shares outstanding.​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​" }, { "status": "REMOVED", "current_title": null, "prior_title": "Operating Expenses", "prior_body": "For the year ended December 31, 2023 compared to the year ended December 31, 2022, total operating expenses decreased primarily due to goodwill impairment recorded in 2022, partially offset by increases in compensation and benefits and technology support services compared to the prior period. The following summarizes changes in operating expenses for the year ended December 31, 2023 compared to the year ended December 31, 2022 (in millions, except percentages): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ ​ ​ ​ ​ ​" }, { "status": "REMOVED", "current_title": null, "prior_title": "December 31,", "prior_body": "​ Increase/ ​ Percent ​ 2023 2022 (Decrease) Change Total revenues ​ $ 3,773.5 ​ $ 3,958.5 ​ $ (185.0) ​ (5) % Total cost of revenues ​ 1,855.5 ​ 2,216.8 ​ (361.3) (16) % Revenues less cost of revenues ​ 1,918.0 ​ 1,741.7 ​ 176.3 10 % Total operating expenses ​ 860.1 ​ 1,252.1 ​ (392.0) (31) % Operating income ​ 1,057.9 ​ 489.6 ​ 568.3 116 % Income before income tax provision ​ 1,047.6 ​ 432.9 ​ 614.7 142 % Income tax provision ​ 286.2 ​ 197.9 ​ 88.3 45 % Net income ​ $ 761.4 ​ $ 235.0 ​ $ 526.4 224 % Basic earnings per share ​ $ 7.16 ​ $ 2.20 ​ $ 4.96 ​ 225 % Diluted earnings per share ​ ​ 7.13 ​ ​ 2.19 ​ ​ 4.94 ​ 226 % Organic net revenue (1) ​ $ 1,910.4 ​ $ 1,741.7 ​ $ 168.7 ​ 10 % EBITDA (2) ​ $ 1,252.1 ​ $ 655.2 ​ $ 596.9 91 % EBITDA margin (3) ​ 65.3 % 37.6 % 27.7 % * Adjusted EBITDA (2) ​ $ 1,244.8 ​ $ 1,135.6 ​ $ 109.2 10 % Adjusted EBITDA margin (4) ​ 64.9 % 65.2 % (0.3) % * Adjusted earnings (5) ​ $ 828.1 ​ $ 739.8 ​ $ 88.3 12 % Adjusted earnings margin (5) ​ ​ 43.2 % ​ 42.5 % ​ 0.7 % ​ * Diluted weighted average shares outstanding ​ ​ 106.2 ​ ​ 106.7 ​ ​ (0.5) ​ (0) % Adjusted Diluted earnings per share (6) ​ $ 7.80 ​ $ 6.93 ​ $ 0.87 13 % * Not meaningful 73 73 Table of Contents(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.​​​​​​​​Year Ended ​December 31, ​2023​2022​​(in millions)​(in millions)​Revenues less cost of revenues$ 1,918.0​$ 1,741.7​Recent acquisitions:​​​​​​Acquisition revenues less cost of revenues$ (7.6)​$ —​Organic net revenue$ 1,910.4​$ 1,741.7​​(2)EBITDA is defined as income or loss before interest, income taxes, depreciation and amortization. Adjusted EBITDA is defined as EBITDA before acquisition-related costs, impairment of investment, gain on investment, investment establishment costs, goodwill impairment, loan forgiveness, income from investments, 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. (3)EBITDA margin represents EBITDA divided by revenues less cost of revenues.(4)Adjusted EBITDA margin represents adjusted EBITDA divided by revenues less cost of revenues. (5)Adjusted earnings is defined as net income adjusted for amortization of purchased intangibles, acquisition-related costs, impairment of investment, gain on investment, investment establishment costs, goodwill impairment, loan forgiveness, income from investments, certain tax reserve changes, deferred tax re-measurements, change in contingent consideration, and net income or loss 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.(6)Adjusted diluted earnings per share represents adjusted earnings divided by diluted weighted average shares outstanding.​74 Table of Contents Table of Contents Table of Contents (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.​​​​​​​​Year Ended ​December 31, ​2023​2022​​(in millions)​(in millions)​Revenues less cost of revenues$ 1,918.0​$ 1,741.7​Recent acquisitions:​​​​​​Acquisition revenues less cost of revenues$ (7.6)​$ —​Organic net revenue$ 1,910.4​$ 1,741.7​​(2)EBITDA is defined as income or loss before interest, income taxes, depreciation and amortization. Adjusted EBITDA is defined as EBITDA before acquisition-related costs, impairment of investment, gain on investment, investment establishment costs, goodwill impairment, loan forgiveness, income from investments, 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. (3)EBITDA margin represents EBITDA divided by revenues less cost of revenues.(4)Adjusted EBITDA margin represents adjusted EBITDA divided by revenues less cost of revenues. (5)Adjusted earnings is defined as net income adjusted for amortization of purchased intangibles, acquisition-related costs, impairment of investment, gain on investment, investment establishment costs, goodwill impairment, loan forgiveness, income from investments, certain tax reserve changes, deferred tax re-measurements, change in contingent consideration, and net income or loss 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.(6)Adjusted diluted earnings per share represents adjusted earnings divided by diluted weighted average shares outstanding.​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​" }, { "status": "REMOVED", "current_title": null, "prior_title": "Operating Income", "prior_body": "As a result of the items above, operating income for the year ended December 31, 2023 was $1,057.9 million, compared to operating income of $489.6 million for the year ended December 31, 2022, an increase of $568.3 million." }, { "status": "REMOVED", "current_title": null, "prior_title": "Interest Expense", "prior_body": "Interest expense increased for the year ended December 31, 2023 compared to the year ended December 31, 2022 primarily due to additional borrowings on the Term Loan in the second quarter of 2022, as well as an increase in the SOFR rate, partially offset by principal repayments on the Term Loan in 2022 and 2023, which was paid off in October 2023." }, { "status": "REMOVED", "current_title": null, "prior_title": "Interest Income", "prior_body": "Interest income increased for the year ended December 31, 2023 compared to the year ended December 31, 2022 primarily due to increases in interest rates in 2023." }, { "status": "REMOVED", "current_title": null, "prior_title": "Earnings in Investments", "prior_body": "Earnings in investments increased for the year ended December 31, 2023 compared to the year ended December 31, 2022 primarily due to a $32.8 million increase in the gain on the Company’s investment in 7Ridge Fund (which owns Trading Technologies) recorded in 2023 compared to 2022, coupled with a $7.1 million increase in non-qualified deferred 85 85 Table of Contentscompensation, partially offset by a $7.5 million gain on the Company’s ownership of Cboe Digital, which was recorded in 2022 and did not recur in 2023. Other Income (Expense), NetOther income (expense), net increased for the year ended December 31, 2023 compared to the year ended December 31, 2022 primarily due to a $10.6 million impairment adjustment related to the Company’s previously held investment in American Financial Exchange, LLC recorded in 2022, which did not recur in 2023, coupled with $2.1 million in dividend income from the Company’s minority ownership of Vest Group, Inc. recorded in the third quarter of 2023, partially offset by a $1.8 million impairment adjustment related to the Company’s investment in Effective Investing Limited recorded in the fourth quarter of 2023.Income Before Income Tax Provision As a result of the above, income before income tax provision for the year ended December 31, 2023 was $1,047.6 million compared to income before income tax provision of $432.9 million for the year ended December 31, 2022, an increase of $614.7 million.Income Tax ProvisionFor the year ended December 31, 2023, the income tax provision was $286.2 million compared to $197.9 million for the year ended December 31, 2022, an increase of $88.3 million, primarily due to an increase in income before income tax provision. The effective tax rate for the year ended December 31, 2023 was 27.3%, compared to a rate of 45.7% for the year ended December 31, 2022. The lower effective tax rate in the year ended December 31, 2023 compared to the year ended December 31, 2022 is primarily due to the impact of the Cboe Digital goodwill impairment had on income in 2022.The following table is a reconciliation of the GAAP effective tax rate to the effective tax rate excluding goodwill impairment and Section 199 matters for the years ended December 31, 2023 and 2022, respectively:​​​​​​​​​Year Ended December 31,​​​2023​​2022​GAAP effective tax rate​ 27.3%​ 45.7%Tax effect of goodwill impairment​ —%​ (8.5)%Tax effect of Section 199 related matters​ 1.2%​ (5.5)%Effective tax rate excluding goodwill impairment and Section 199 matters​ 28.5%​ 31.7%​Net Income ​As a result of the items above, net income for the year ended December 31, 2023 was $761.4 million, or 40% of revenues less cost of revenues, compared to $235.0 million, or 14% of revenues less cost of revenues, for the year ended December 31, 2022, an increase of $526.4 million, or 224%.Segment Operating Results We report results from our six segments: Options, North American Equities, Europe and Asia Pacific, Futures, Global FX, and Digital. 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. Operating expenses increased or decreased in certain segments for the year ended December 31, 2023 compared to the year ended December 31, 2022 primarily due to increases or decreases in the allocation of shared-service expenses.​86 Table of Contents Table of Contents Table of Contents compensation, partially offset by a $7.5 million gain on the Company’s ownership of Cboe Digital, which was recorded in 2022 and did not recur in 2023. Other Income (Expense), NetOther income (expense), net increased for the year ended December 31, 2023 compared to the year ended December 31, 2022 primarily due to a $10.6 million impairment adjustment related to the Company’s previously held investment in American Financial Exchange, LLC recorded in 2022, which did not recur in 2023, coupled with $2.1 million in dividend income from the Company’s minority ownership of Vest Group, Inc. recorded in the third quarter of 2023, partially offset by a $1.8 million impairment adjustment related to the Company’s investment in Effective Investing Limited recorded in the fourth quarter of 2023.Income Before Income Tax Provision As a result of the above, income before income tax provision for the year ended December 31, 2023 was $1,047.6 million compared to income before income tax provision of $432.9 million for the year ended December 31, 2022, an increase of $614.7 million.Income Tax ProvisionFor the year ended December 31, 2023, the income tax provision was $286.2 million compared to $197.9 million for the year ended December 31, 2022, an increase of $88.3 million, primarily due to an increase in income before income tax provision. The effective tax rate for the year ended December 31, 2023 was 27.3%, compared to a rate of 45.7% for the year ended December 31, 2022. The lower effective tax rate in the year ended December 31, 2023 compared to the year ended December 31, 2022 is primarily due to the impact of the Cboe Digital goodwill impairment had on income in 2022.The following table is a reconciliation of the GAAP effective tax rate to the effective tax rate excluding goodwill impairment and Section 199 matters for the years ended December 31, 2023 and 2022, respectively:​​​​​​​​​Year Ended December 31,​​​2023​​2022​GAAP effective tax rate​ 27.3%​ 45.7%Tax effect of goodwill impairment​ —%​ (8.5)%Tax effect of Section 199 related matters​ 1.2%​ (5.5)%Effective tax rate excluding goodwill impairment and Section 199 matters​ 28.5%​ 31.7%​Net Income ​As a result of the items above, net income for the year ended December 31, 2023 was $761.4 million, or 40% of revenues less cost of revenues, compared to $235.0 million, or 14% of revenues less cost of revenues, for the year ended December 31, 2022, an increase of $526.4 million, or 224%.Segment Operating Results We report results from our six segments: Options, North American Equities, Europe and Asia Pacific, Futures, Global FX, and Digital. 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. Operating expenses increased or decreased in certain segments for the year ended December 31, 2023 compared to the year ended December 31, 2022 primarily due to increases or decreases in the allocation of shared-service expenses.​ compensation, partially offset by a $7.5 million gain on the Company’s ownership of Cboe Digital, which was recorded in 2022 and did not recur in 2023." }, { "status": "REMOVED", "current_title": null, "prior_title": "Other Income (Expense), Net", "prior_body": "Other income (expense), net increased for the year ended December 31, 2023 compared to the year ended December 31, 2022 primarily due to a $10.6 million impairment adjustment related to the Company’s previously held investment in American Financial Exchange, LLC recorded in 2022, which did not recur in 2023, coupled with $2.1 million in dividend income from the Company’s minority ownership of Vest Group, Inc. recorded in the third quarter of 2023, partially offset by a $1.8 million impairment adjustment related to the Company’s investment in Effective Investing Limited recorded in the fourth quarter of 2023." }, { "status": "REMOVED", "current_title": null, "prior_title": "Income Before Income Tax Provision", "prior_body": "As a result of the above, income before income tax provision for the year ended December 31, 2023 was $1,047.6 million compared to income before income tax provision of $432.9 million for the year ended December 31, 2022, an increase of $614.7 million." }, { "status": "REMOVED", "current_title": null, "prior_title": "Income Tax Provision", "prior_body": "For the year ended December 31, 2023, the income tax provision was $286.2 million compared to $197.9 million for the year ended December 31, 2022, an increase of $88.3 million, primarily due to an increase in income before income tax provision. The effective tax rate for the year ended December 31, 2023 was 27.3%, compared to a rate of 45.7% for the year ended December 31, 2022. The lower effective tax rate in the year ended December 31, 2023 compared to the year ended December 31, 2022 is primarily due to the impact of the Cboe Digital goodwill impairment had on income in 2022. The following table is a reconciliation of the GAAP effective tax rate to the effective tax rate excluding goodwill impairment and Section 199 matters for the years ended December 31, 2023 and 2022, respectively: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​" }, { "status": "REMOVED", "current_title": null, "prior_title": "Year Ended December 31,", "prior_body": "​ 2023 2022 Net income allocated to common stockholders ​ $ 757.5 ​ $ 234.1 Amortization of acquisition-related intangibles ​ 116.6 ​ 124.3 Acquisition-related costs ​ 7.4 ​ 19.9 Impairment of investment ​ ​ 1.8 ​ ​ 10.6 Loan forgiveness ​ ​ — ​ ​ (1.3) Gain on investment ​ ​ — ​ ​ (7.5) Income from investment ​ ​ (2.1) ​ ​ — Goodwill impairment ​ ​ — ​ ​ 460.9 Investment establishment costs ​ ​ — ​ ​ 3.0 Change in contingent consideration ​ ​ (14.4) ​ ​ (5.2) (Release) increase of tax reserves ​ ​ (6.0) ​ ​ 48.5 Valuation allowances ​ ​ (2.7) ​ ​ — Deferred tax re-measurements ​ ​ 1.1 ​ ​ (2.0) Tax effect of adjustments ​ (30.7) ​ (143.7) Net income allocated to participating securities ​ ​ (0.4) ​ ​ (1.8) Adjusted earnings ​ $ 828.1 ​ $ 739.8 ​ ​ 76 76 Table of ContentsThe following summarizes changes in certain operational and financial metrics for the year ended December 31, 2023 compared to the year ended December 31, 2022:​77 Table of Contents Table of Contents Table of Contents The following summarizes changes in certain operational and financial metrics for the year ended December 31, 2023 compared to the year ended December 31, 2022:​ The following summarizes changes in certain operational and financial metrics for the year ended December 31, 2023 compared to the year ended December 31, 2022: ​ 77 77 Table of ContentsThe following summarizes changes in certain operational and financial metrics for the year ended December 31, 2023 compared to the year ended December 31, 2022 (continued from previous page):​​​78 Table of Contents Table of Contents Table of Contents The following summarizes changes in certain operational and financial metrics for the year ended December 31, 2023 compared to the year ended December 31, 2022 (continued from previous page):​​​ The following summarizes changes in certain operational and financial metrics for the year ended December 31, 2023 compared to the year ended December 31, 2022 (continued from previous page): ​ ​ ​ 78 78 Table of ContentsThe 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 in the table below include Cboe Canada as a result of the acquisition completed during 2022. Therefore, the metrics shown in the table below in Canadian Equities do not include Cboe Canada for the periods preceding the acquisition. The following summarizes changes in certain operational and financial metrics for the year ended December 31, 2023 compared to the year ended December 31, 2022: ​​​​​​​​​​​​​​​​Year Ended ​​ ​​​​December 31,​Increase/​Percent​​ 2023 2022 (Decrease) Change​​​(in millions, except percentages, trading days, and as noted below)​Options:​ ​Average daily volume (ADV) (in millions of contracts):​ ​ ​ ​Market ADV​ 44.2​​ 41.1​​ 3.1 8%Total touched contracts (1)​ 14.6​​ 13.6​​ 1.0 7%Multi-listed contract ADV​​ 10.8​​ 10.8​​ —​ 0%Index contract ADV​ 3.8​​ 2.8​​ 1.0 33%Number of trading days​​ 250​​ 251​​ (1) (0)%Total Options revenue per contract (RPC) (2)​$ 0.276​$ 0.234​$ 0.042 18%Multi-listed options RPC (2)​​ 0.060​​ 0.063​​ (0.003) (5)%Index options RPC (2)​​ 0.893​​ 0.879​​ 0.014 2%Total Options market share​​ 33.1%​ 33.2%​ (0.1)%​*Multi-listed options market share​​ 26.8%​ 28.2%​ (1.4)%​*North American Equities:​ ​ ​​ ​ ​U.S. Equities:​​​​​​​​​​​​U.S. Equities - Exchange:​​​​​​​​​​​​ADV:​ ​ ​​ ​ ​Total touched shares (in billions) (1)​ 1.5​ 1.7​ (0.2) (12)%Market ADV (in billions)​ 11.0​ 11.9​ (0.9) (7)%Market share​​ 12.8%​ 13.6%​ (0.8)% ​*U.S. Equities - Exchange (net capture per one hundred touched shares) (3)​$ 0.018​$ 0.021​$ (0.003) (11)%U.S. ETPs: launches (number of launches)​ 124​​ 80​ 44 55%U.S. ETPs: listings (number of listings) ​ 666​​ 592​ 74 13%U.S. Equities - Off-Exchange:​​​​​​​​​​​​ADV:​ ​ ​​ ​ ​Total touched shares (in millions) (1)​ 78.0​ 90.4​ (12.4) (14)%U.S. Equities - Off-Exchange (net capture per one hundred touched shares) (4)​$ 0.126​$ 0.113​$ 0.013 11%Trading days​​ 250​​ 251​​ (1)​ (0)%Canadian Equities:​​​​​​​​​​​​ADV (matched shares, in millions) (5)​​ 136.1​​ 91.8​​ 44.3​ 48%Trading days​​ 250​​ 250​​ —​ —%Net capture (per 10,000 touched shares, in Canadian dollars) (6)​​ 3.994​​ 4.966​​ (0.972)​ (20)%Europe and Asia Pacific:​ ​ ​ ​ ​European Equities:​​​​​​​​​​​​ADNV:​ ​​ ​​ ​ ​Matched ADNV (Euros - in billions) (7)​€ 9.4​€ 10.8​€ (1.4)​ (13)%Market ADNV (in billions)​​ 39.1​​ 46.2​​ (7.1)​ (15)%Trading days​ 256​ 257​​ (1)​ (0)%Market share​​ 24.0%​ 23.5%​ 0.5% ​*Net capture (per matched notional value (bps), in Euros) (8)​​ 0.226​​ 0.231​​ (0.005)​ (2)%Cboe Clear Europe:​​​​​​​​​​​​Trades cleared (9)​​ 1,172.0​​ 1,499.9​​ (327.9)​ (22)%Fee per trade cleared (10)​€ 0.009​€ 0.008​€ 0.001​ 9%European equities market share cleared (11)​​ 34.3%​ 32.6%​ 1.7% ​*Net settlement volume (12)​​ 10.0​​ 10.3​​ (0.3)​ (3)%Net fee per settlement (13)​€ 0.917​€ 0.881​€ 0.036​ 4%Australian Equities:​​​​​​​​​​​​ADNV (AUD - in billions)​$ 0.7​$ 0.8​$ (0.1)​ (10)%Trading days​​ 252​​ 253​​ (1)​ (0)%Market share - Continuous​​ 18.7%​ 16.6%​ 2.1%​*Net capture (per matched notional value (bps), in Australian Dollars) (14)​​ 0.158​​ 0.164​​ (0.006)​ (4)%Japanese Equities:​​​​​​​​​​​​ADNV (JPY - in billions)​¥ 176.6​¥ 142.9​¥ 33.7​ 24%Trading days​​ 246​​ 244​​ 2​ 1%Market share - Lit Continuous​​ 4.0%​ 3.6%​ 0.4% ​*Net capture (per matched notional value (bps), in Yen) (15)​​ 0.252​​ 0.252​​ —​ 0%Futures:​​​​​​​​​​​​ADV (in thousands)​​ 223.3​​ 218.2​​ 5.1​ 2%Trading days​​ 250​​ 251​​ (1)​ (0)%Revenue per contract​$ 1.755​$ 1.674​$ 0.081​ 5%Global FX:​ ​​ ​​ ​ ​ADNV ($ - in billions)​$ 44.7​$ 40.9​$ 3.8​ 9%Market share​​ 20.0%​ 17.6%​ 2.4% ​*Trading days​ 259​ 260​​ (1)​ (0)%Net capture (per one million dollars traded) (16)​​ 2.64​​ 2.69​​ (0.05)​ (2)%​​​​​​​​​​​​​Average British pound/U.S. dollar exchange rate​$ 1.243​$ 1.237​$ 0.006​ 0%Average Canadian dollar/U.S. dollar exchange rate​$ 0.741​$ 0.769​$ (0.028)​ (4)%Average Euro/U.S. dollar exchange rate​$ 1.081​$ 1.054​$ 0.027​ 3%Average Euro/British pound exchange rate​£ 0.870​£ 0.852​£ 0.018​ 2%Average Australian dollar/U.S. dollar exchange rate​$ 0.664​$ 0.694​$ (0.030)​ (4)%Average Japanese Yen/U.S. dollar exchange rate​$ 0.007​$ 0.008​$ (0.001)​ (7)%* Not meaningfulNote, the percent change listed represents the change in the unrounded metrics figures.79 Table of Contents Table of Contents 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 in the table below include Cboe Canada as a result of the acquisition completed during 2022. Therefore, the metrics shown in the table below in Canadian Equities do not include Cboe Canada for the periods preceding the acquisition. The following summarizes changes in certain operational and financial metrics for the year ended December 31, 2023 compared to the year ended December 31, 2022: ​​​​​​​​​​​​​​​​Year Ended ​​ ​​​​December 31,​Increase/​Percent​​ 2023 2022 (Decrease) Change​​​(in millions, except percentages, trading days, and as noted below)​Options:​ ​Average daily volume (ADV) (in millions of contracts):​ ​ ​ ​Market ADV​ 44.2​​ 41.1​​ 3.1 8%Total touched contracts (1)​ 14.6​​ 13.6​​ 1.0 7%Multi-listed contract ADV​​ 10.8​​ 10.8​​ —​ 0%Index contract ADV​ 3.8​​ 2.8​​ 1.0 33%Number of trading days​​ 250​​ 251​​ (1) (0)%Total Options revenue per contract (RPC) (2)​$ 0.276​$ 0.234​$ 0.042 18%Multi-listed options RPC (2)​​ 0.060​​ 0.063​​ (0.003) (5)%Index options RPC (2)​​ 0.893​​ 0.879​​ 0.014 2%Total Options market share​​ 33.1%​ 33.2%​ (0.1)%​*Multi-listed options market share​​ 26.8%​ 28.2%​ (1.4)%​*North American Equities:​ ​ ​​ ​ ​U.S. Equities:​​​​​​​​​​​​U.S. Equities - Exchange:​​​​​​​​​​​​ADV:​ ​ ​​ ​ ​Total touched shares (in billions) (1)​ 1.5​ 1.7​ (0.2) (12)%Market ADV (in billions)​ 11.0​ 11.9​ (0.9) (7)%Market share​​ 12.8%​ 13.6%​ (0.8)% ​*U.S. Equities - Exchange (net capture per one hundred touched shares) (3)​$ 0.018​$ 0.021​$ (0.003) (11)%U.S. ETPs: launches (number of launches)​ 124​​ 80​ 44 55%U.S. ETPs: listings (number of listings) ​ 666​​ 592​ 74 13%U.S. Equities - Off-Exchange:​​​​​​​​​​​​ADV:​ ​ ​​ ​ ​Total touched shares (in millions) (1)​ 78.0​ 90.4​ (12.4) (14)%U.S. Equities - Off-Exchange (net capture per one hundred touched shares) (4)​$ 0.126​$ 0.113​$ 0.013 11%Trading days​​ 250​​ 251​​ (1)​ (0)%Canadian Equities:​​​​​​​​​​​​ADV (matched shares, in millions) (5)​​ 136.1​​ 91.8​​ 44.3​ 48%Trading days​​ 250​​ 250​​ —​ —%Net capture (per 10,000 touched shares, in Canadian dollars) (6)​​ 3.994​​ 4.966​​ (0.972)​ (20)%Europe and Asia Pacific:​ ​ ​ ​ ​European Equities:​​​​​​​​​​​​ADNV:​ ​​ ​​ ​ ​Matched ADNV (Euros - in billions) (7)​€ 9.4​€ 10.8​€ (1.4)​ (13)%Market ADNV (in billions)​​ 39.1​​ 46.2​​ (7.1)​ (15)%Trading days​ 256​ 257​​ (1)​ (0)%Market share​​ 24.0%​ 23.5%​ 0.5% ​*Net capture (per matched notional value (bps), in Euros) (8)​​ 0.226​​ 0.231​​ (0.005)​ (2)%Cboe Clear Europe:​​​​​​​​​​​​Trades cleared (9)​​ 1,172.0​​ 1,499.9​​ (327.9)​ (22)%Fee per trade cleared (10)​€ 0.009​€ 0.008​€ 0.001​ 9%European equities market share cleared (11)​​ 34.3%​ 32.6%​ 1.7% ​*Net settlement volume (12)​​ 10.0​​ 10.3​​ (0.3)​ (3)%Net fee per settlement (13)​€ 0.917​€ 0.881​€ 0.036​ 4%Australian Equities:​​​​​​​​​​​​ADNV (AUD - in billions)​$ 0.7​$ 0.8​$ (0.1)​ (10)%Trading days​​ 252​​ 253​​ (1)​ (0)%Market share - Continuous​​ 18.7%​ 16.6%​ 2.1%​*Net capture (per matched notional value (bps), in Australian Dollars) (14)​​ 0.158​​ 0.164​​ (0.006)​ (4)%Japanese Equities:​​​​​​​​​​​​ADNV (JPY - in billions)​¥ 176.6​¥ 142.9​¥ 33.7​ 24%Trading days​​ 246​​ 244​​ 2​ 1%Market share - Lit Continuous​​ 4.0%​ 3.6%​ 0.4% ​*Net capture (per matched notional value (bps), in Yen) (15)​​ 0.252​​ 0.252​​ —​ 0%Futures:​​​​​​​​​​​​ADV (in thousands)​​ 223.3​​ 218.2​​ 5.1​ 2%Trading days​​ 250​​ 251​​ (1)​ (0)%Revenue per contract​$ 1.755​$ 1.674​$ 0.081​ 5%Global FX:​ ​​ ​​ ​ ​ADNV ($ - in billions)​$ 44.7​$ 40.9​$ 3.8​ 9%Market share​​ 20.0%​ 17.6%​ 2.4% ​*Trading days​ 259​ 260​​ (1)​ (0)%Net capture (per one million dollars traded) (16)​​ 2.64​​ 2.69​​ (0.05)​ (2)%​​​​​​​​​​​​​Average British pound/U.S. dollar exchange rate​$ 1.243​$ 1.237​$ 0.006​ 0%Average Canadian dollar/U.S. dollar exchange rate​$ 0.741​$ 0.769​$ (0.028)​ (4)%Average Euro/U.S. dollar exchange rate​$ 1.081​$ 1.054​$ 0.027​ 3%Average Euro/British pound exchange rate​£ 0.870​£ 0.852​£ 0.018​ 2%Average Australian dollar/U.S. dollar exchange rate​$ 0.664​$ 0.694​$ (0.030)​ (4)%Average Japanese Yen/U.S. dollar exchange rate​$ 0.007​$ 0.008​$ (0.001)​ (7)%* Not meaningfulNote, the percent change listed represents the change in the unrounded metrics figures. 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 in the table below include Cboe Canada as a result of the acquisition completed during 2022. Therefore, the metrics shown in the table below in Canadian Equities do not include Cboe Canada for the periods preceding the acquisition. The following summarizes changes in certain operational and financial metrics for the year ended December 31, 2023 compared to the year ended December 31, 2022: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ ​ ​ ​ ​" }, { "status": "REMOVED", "current_title": null, "prior_title": "Segment Operating Results", "prior_body": "We report results from our six segments: Options, North American Equities, Europe and Asia Pacific, Futures, Global FX, and Digital. 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. Operating expenses increased or decreased in certain segments for the year ended December 31, 2023 compared to the year ended December 31, 2022 primarily due to increases or decreases in the allocation of shared-service expenses. ​ 86 86 Table of ContentsThe following summarizes our total revenues by segment (in millions, except percentages): ​​​​​​​​​​​​​​​​​​​​​​​​​​Percentage of ​​​​​​​​​​Total ​​​​​​​​​​Revenues ​​Year Ended​​​Year Ended ​​December 31,​Percent​December 31, ​ 2023 2022 Change 2023 2022 Options​$ 1,939.5​$ 1,823.2​ 6% 51% 46% North American Equities​ 1,353.0​ 1,681.7​ (20)% 36% 42%Europe and Asia Pacific​ 281.2​ 264.6​ 6% 8% 7%Futures​ 129.0​ 119.8​ 8% 3% 3%Global FX​​ 74.9​​ 68.9​ 9% 2% 2%Digital​​ (4.1)​​ 0.3​*​—%—%Total revenues​$ 3,773.5​$ 3,958.5​ (5)% 100% 100%* Not meaningful87 Table of Contents Table of Contents Table of Contents The following summarizes our total revenues by segment (in millions, except percentages): ​​​​​​​​​​​​​​​​​​​​​​​​​​Percentage of ​​​​​​​​​​Total ​​​​​​​​​​Revenues ​​Year Ended​​​Year Ended ​​December 31,​Percent​December 31, ​ 2023 2022 Change 2023 2022 Options​$ 1,939.5​$ 1,823.2​ 6% 51% 46% North American Equities​ 1,353.0​ 1,681.7​ (20)% 36% 42%Europe and Asia Pacific​ 281.2​ 264.6​ 6% 8% 7%Futures​ 129.0​ 119.8​ 8% 3% 3%Global FX​​ 74.9​​ 68.9​ 9% 2% 2%Digital​​ (4.1)​​ 0.3​*​—%—%Total revenues​$ 3,773.5​$ 3,958.5​ (5)% 100% 100%* Not meaningful The following summarizes our total revenues by segment (in millions, except percentages): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​" }, { "status": "REMOVED", "current_title": null, "prior_title": "Percentage of", "prior_body": "​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Revenues ​ ​ Year Ended ​ ​ ​ Year Ended ​ ​" }, { "status": "REMOVED", "current_title": null, "prior_title": "December 31,", "prior_body": "​ Increase/ ​ Percent ​ 2023 2022 (Decrease) Change Total revenues ​ $ 3,773.5 ​ $ 3,958.5 ​ $ (185.0) ​ (5) % Total cost of revenues ​ 1,855.5 ​ 2,216.8 ​ (361.3) (16) % Revenues less cost of revenues ​ 1,918.0 ​ 1,741.7 ​ 176.3 10 % Total operating expenses ​ 860.1 ​ 1,252.1 ​ (392.0) (31) % Operating income ​ 1,057.9 ​ 489.6 ​ 568.3 116 % Income before income tax provision ​ 1,047.6 ​ 432.9 ​ 614.7 142 % Income tax provision ​ 286.2 ​ 197.9 ​ 88.3 45 % Net income ​ $ 761.4 ​ $ 235.0 ​ $ 526.4 224 % Basic earnings per share ​ $ 7.16 ​ $ 2.20 ​ $ 4.96 ​ 225 % Diluted earnings per share ​ ​ 7.13 ​ ​ 2.19 ​ ​ 4.94 ​ 226 % Organic net revenue (1) ​ $ 1,910.4 ​ $ 1,741.7 ​ $ 168.7 ​ 10 % EBITDA (2) ​ $ 1,252.1 ​ $ 655.2 ​ $ 596.9 91 % EBITDA margin (3) ​ 65.3 % 37.6 % 27.7 % * Adjusted EBITDA (2) ​ $ 1,244.8 ​ $ 1,135.6 ​ $ 109.2 10 % Adjusted EBITDA margin (4) ​ 64.9 % 65.2 % (0.3) % * Adjusted earnings (5) ​ $ 828.1 ​ $ 739.8 ​ $ 88.3 12 % Adjusted earnings margin (5) ​ ​ 43.2 % ​ 42.5 % ​ 0.7 % ​ * Diluted weighted average shares outstanding ​ ​ 106.2 ​ ​ 106.7 ​ ​ (0.5) ​ (0) % Adjusted Diluted earnings per share (6) ​ $ 7.80 ​ $ 6.93 ​ $ 0.87 13 % * Not meaningful 73 73 Table of Contents(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.​​​​​​​​Year Ended ​December 31, ​2023​2022​​(in millions)​(in millions)​Revenues less cost of revenues$ 1,918.0​$ 1,741.7​Recent acquisitions:​​​​​​Acquisition revenues less cost of revenues$ (7.6)​$ —​Organic net revenue$ 1,910.4​$ 1,741.7​​(2)EBITDA is defined as income or loss before interest, income taxes, depreciation and amortization. Adjusted EBITDA is defined as EBITDA before acquisition-related costs, impairment of investment, gain on investment, investment establishment costs, goodwill impairment, loan forgiveness, income from investments, 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. (3)EBITDA margin represents EBITDA divided by revenues less cost of revenues.(4)Adjusted EBITDA margin represents adjusted EBITDA divided by revenues less cost of revenues. (5)Adjusted earnings is defined as net income adjusted for amortization of purchased intangibles, acquisition-related costs, impairment of investment, gain on investment, investment establishment costs, goodwill impairment, loan forgiveness, income from investments, certain tax reserve changes, deferred tax re-measurements, change in contingent consideration, and net income or loss 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.(6)Adjusted diluted earnings per share represents adjusted earnings divided by diluted weighted average shares outstanding.​74 Table of Contents Table of Contents Table of Contents (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.​​​​​​​​Year Ended ​December 31, ​2023​2022​​(in millions)​(in millions)​Revenues less cost of revenues$ 1,918.0​$ 1,741.7​Recent acquisitions:​​​​​​Acquisition revenues less cost of revenues$ (7.6)​$ —​Organic net revenue$ 1,910.4​$ 1,741.7​​(2)EBITDA is defined as income or loss before interest, income taxes, depreciation and amortization. Adjusted EBITDA is defined as EBITDA before acquisition-related costs, impairment of investment, gain on investment, investment establishment costs, goodwill impairment, loan forgiveness, income from investments, 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. (3)EBITDA margin represents EBITDA divided by revenues less cost of revenues.(4)Adjusted EBITDA margin represents adjusted EBITDA divided by revenues less cost of revenues. (5)Adjusted earnings is defined as net income adjusted for amortization of purchased intangibles, acquisition-related costs, impairment of investment, gain on investment, investment establishment costs, goodwill impairment, loan forgiveness, income from investments, certain tax reserve changes, deferred tax re-measurements, change in contingent consideration, and net income or loss 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.(6)Adjusted diluted earnings per share represents adjusted earnings divided by diluted weighted average shares outstanding.​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​" }, { "status": "REMOVED", "current_title": null, "prior_title": "December 31,", "prior_body": "​ Increase/ ​ Percent ​ 2023 2022 (Decrease) Change Total revenues ​ $ 3,773.5 ​ $ 3,958.5 ​ $ (185.0) ​ (5) % Total cost of revenues ​ 1,855.5 ​ 2,216.8 ​ (361.3) (16) % Revenues less cost of revenues ​ 1,918.0 ​ 1,741.7 ​ 176.3 10 % Total operating expenses ​ 860.1 ​ 1,252.1 ​ (392.0) (31) % Operating income ​ 1,057.9 ​ 489.6 ​ 568.3 116 % Income before income tax provision ​ 1,047.6 ​ 432.9 ​ 614.7 142 % Income tax provision ​ 286.2 ​ 197.9 ​ 88.3 45 % Net income ​ $ 761.4 ​ $ 235.0 ​ $ 526.4 224 % Basic earnings per share ​ $ 7.16 ​ $ 2.20 ​ $ 4.96 ​ 225 % Diluted earnings per share ​ ​ 7.13 ​ ​ 2.19 ​ ​ 4.94 ​ 226 % Organic net revenue (1) ​ $ 1,910.4 ​ $ 1,741.7 ​ $ 168.7 ​ 10 % EBITDA (2) ​ $ 1,252.1 ​ $ 655.2 ​ $ 596.9 91 % EBITDA margin (3) ​ 65.3 % 37.6 % 27.7 % * Adjusted EBITDA (2) ​ $ 1,244.8 ​ $ 1,135.6 ​ $ 109.2 10 % Adjusted EBITDA margin (4) ​ 64.9 % 65.2 % (0.3) % * Adjusted earnings (5) ​ $ 828.1 ​ $ 739.8 ​ $ 88.3 12 % Adjusted earnings margin (5) ​ ​ 43.2 % ​ 42.5 % ​ 0.7 % ​ * Diluted weighted average shares outstanding ​ ​ 106.2 ​ ​ 106.7 ​ ​ (0.5) ​ (0) % Adjusted Diluted earnings per share (6) ​ $ 7.80 ​ $ 6.93 ​ $ 0.87 13 % * Not meaningful 73 73 Table of Contents(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.​​​​​​​​Year Ended ​December 31, ​2023​2022​​(in millions)​(in millions)​Revenues less cost of revenues$ 1,918.0​$ 1,741.7​Recent acquisitions:​​​​​​Acquisition revenues less cost of revenues$ (7.6)​$ —​Organic net revenue$ 1,910.4​$ 1,741.7​​(2)EBITDA is defined as income or loss before interest, income taxes, depreciation and amortization. Adjusted EBITDA is defined as EBITDA before acquisition-related costs, impairment of investment, gain on investment, investment establishment costs, goodwill impairment, loan forgiveness, income from investments, 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. (3)EBITDA margin represents EBITDA divided by revenues less cost of revenues.(4)Adjusted EBITDA margin represents adjusted EBITDA divided by revenues less cost of revenues. (5)Adjusted earnings is defined as net income adjusted for amortization of purchased intangibles, acquisition-related costs, impairment of investment, gain on investment, investment establishment costs, goodwill impairment, loan forgiveness, income from investments, certain tax reserve changes, deferred tax re-measurements, change in contingent consideration, and net income or loss 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.(6)Adjusted diluted earnings per share represents adjusted earnings divided by diluted weighted average shares outstanding.​74 Table of Contents Table of Contents Table of Contents (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.​​​​​​​​Year Ended ​December 31, ​2023​2022​​(in millions)​(in millions)​Revenues less cost of revenues$ 1,918.0​$ 1,741.7​Recent acquisitions:​​​​​​Acquisition revenues less cost of revenues$ (7.6)​$ —​Organic net revenue$ 1,910.4​$ 1,741.7​​(2)EBITDA is defined as income or loss before interest, income taxes, depreciation and amortization. Adjusted EBITDA is defined as EBITDA before acquisition-related costs, impairment of investment, gain on investment, investment establishment costs, goodwill impairment, loan forgiveness, income from investments, 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. (3)EBITDA margin represents EBITDA divided by revenues less cost of revenues.(4)Adjusted EBITDA margin represents adjusted EBITDA divided by revenues less cost of revenues. (5)Adjusted earnings is defined as net income adjusted for amortization of purchased intangibles, acquisition-related costs, impairment of investment, gain on investment, investment establishment costs, goodwill impairment, loan forgiveness, income from investments, certain tax reserve changes, deferred tax re-measurements, change in contingent consideration, and net income or loss 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.(6)Adjusted diluted earnings per share represents adjusted earnings divided by diluted weighted average shares outstanding.​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​" }, { "status": "REMOVED", "current_title": null, "prior_title": "December 31,", "prior_body": "​ Increase/ ​ Percent ​ 2023 2022 (Decrease) Change Total revenues ​ $ 3,773.5 ​ $ 3,958.5 ​ $ (185.0) ​ (5) % Total cost of revenues ​ 1,855.5 ​ 2,216.8 ​ (361.3) (16) % Revenues less cost of revenues ​ 1,918.0 ​ 1,741.7 ​ 176.3 10 % Total operating expenses ​ 860.1 ​ 1,252.1 ​ (392.0) (31) % Operating income ​ 1,057.9 ​ 489.6 ​ 568.3 116 % Income before income tax provision ​ 1,047.6 ​ 432.9 ​ 614.7 142 % Income tax provision ​ 286.2 ​ 197.9 ​ 88.3 45 % Net income ​ $ 761.4 ​ $ 235.0 ​ $ 526.4 224 % Basic earnings per share ​ $ 7.16 ​ $ 2.20 ​ $ 4.96 ​ 225 % Diluted earnings per share ​ ​ 7.13 ​ ​ 2.19 ​ ​ 4.94 ​ 226 % Organic net revenue (1) ​ $ 1,910.4 ​ $ 1,741.7 ​ $ 168.7 ​ 10 % EBITDA (2) ​ $ 1,252.1 ​ $ 655.2 ​ $ 596.9 91 % EBITDA margin (3) ​ 65.3 % 37.6 % 27.7 % * Adjusted EBITDA (2) ​ $ 1,244.8 ​ $ 1,135.6 ​ $ 109.2 10 % Adjusted EBITDA margin (4) ​ 64.9 % 65.2 % (0.3) % * Adjusted earnings (5) ​ $ 828.1 ​ $ 739.8 ​ $ 88.3 12 % Adjusted earnings margin (5) ​ ​ 43.2 % ​ 42.5 % ​ 0.7 % ​ * Diluted weighted average shares outstanding ​ ​ 106.2 ​ ​ 106.7 ​ ​ (0.5) ​ (0) % Adjusted Diluted earnings per share (6) ​ $ 7.80 ​ $ 6.93 ​ $ 0.87 13 % * Not meaningful 73 73 Table of Contents(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.​​​​​​​​Year Ended ​December 31, ​2023​2022​​(in millions)​(in millions)​Revenues less cost of revenues$ 1,918.0​$ 1,741.7​Recent acquisitions:​​​​​​Acquisition revenues less cost of revenues$ (7.6)​$ —​Organic net revenue$ 1,910.4​$ 1,741.7​​(2)EBITDA is defined as income or loss before interest, income taxes, depreciation and amortization. Adjusted EBITDA is defined as EBITDA before acquisition-related costs, impairment of investment, gain on investment, investment establishment costs, goodwill impairment, loan forgiveness, income from investments, 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. (3)EBITDA margin represents EBITDA divided by revenues less cost of revenues.(4)Adjusted EBITDA margin represents adjusted EBITDA divided by revenues less cost of revenues. (5)Adjusted earnings is defined as net income adjusted for amortization of purchased intangibles, acquisition-related costs, impairment of investment, gain on investment, investment establishment costs, goodwill impairment, loan forgiveness, income from investments, certain tax reserve changes, deferred tax re-measurements, change in contingent consideration, and net income or loss 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.(6)Adjusted diluted earnings per share represents adjusted earnings divided by diluted weighted average shares outstanding.​74 Table of Contents Table of Contents Table of Contents (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.​​​​​​​​Year Ended ​December 31, ​2023​2022​​(in millions)​(in millions)​Revenues less cost of revenues$ 1,918.0​$ 1,741.7​Recent acquisitions:​​​​​​Acquisition revenues less cost of revenues$ (7.6)​$ —​Organic net revenue$ 1,910.4​$ 1,741.7​​(2)EBITDA is defined as income or loss before interest, income taxes, depreciation and amortization. Adjusted EBITDA is defined as EBITDA before acquisition-related costs, impairment of investment, gain on investment, investment establishment costs, goodwill impairment, loan forgiveness, income from investments, 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. (3)EBITDA margin represents EBITDA divided by revenues less cost of revenues.(4)Adjusted EBITDA margin represents adjusted EBITDA divided by revenues less cost of revenues. (5)Adjusted earnings is defined as net income adjusted for amortization of purchased intangibles, acquisition-related costs, impairment of investment, gain on investment, investment establishment costs, goodwill impairment, loan forgiveness, income from investments, certain tax reserve changes, deferred tax re-measurements, change in contingent consideration, and net income or loss 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.(6)Adjusted diluted earnings per share represents adjusted earnings divided by diluted weighted average shares outstanding.​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​" }, { "status": "REMOVED", "current_title": null, "prior_title": "North American Equities", "prior_body": "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): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Percentage ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ of Total ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Revenues ​ ​ Year Ended ​ ​ ​ ​ ​ Year Ended ​ ​" }, { "status": "REMOVED", "current_title": null, "prior_title": "December 31,", "prior_body": "​ Increase/ ​ Percent ​ 2023 2022 (Decrease) Change Total revenues ​ $ 3,773.5 ​ $ 3,958.5 ​ $ (185.0) ​ (5) % Total cost of revenues ​ 1,855.5 ​ 2,216.8 ​ (361.3) (16) % Revenues less cost of revenues ​ 1,918.0 ​ 1,741.7 ​ 176.3 10 % Total operating expenses ​ 860.1 ​ 1,252.1 ​ (392.0) (31) % Operating income ​ 1,057.9 ​ 489.6 ​ 568.3 116 % Income before income tax provision ​ 1,047.6 ​ 432.9 ​ 614.7 142 % Income tax provision ​ 286.2 ​ 197.9 ​ 88.3 45 % Net income ​ $ 761.4 ​ $ 235.0 ​ $ 526.4 224 % Basic earnings per share ​ $ 7.16 ​ $ 2.20 ​ $ 4.96 ​ 225 % Diluted earnings per share ​ ​ 7.13 ​ ​ 2.19 ​ ​ 4.94 ​ 226 % Organic net revenue (1) ​ $ 1,910.4 ​ $ 1,741.7 ​ $ 168.7 ​ 10 % EBITDA (2) ​ $ 1,252.1 ​ $ 655.2 ​ $ 596.9 91 % EBITDA margin (3) ​ 65.3 % 37.6 % 27.7 % * Adjusted EBITDA (2) ​ $ 1,244.8 ​ $ 1,135.6 ​ $ 109.2 10 % Adjusted EBITDA margin (4) ​ 64.9 % 65.2 % (0.3) % * Adjusted earnings (5) ​ $ 828.1 ​ $ 739.8 ​ $ 88.3 12 % Adjusted earnings margin (5) ​ ​ 43.2 % ​ 42.5 % ​ 0.7 % ​ * Diluted weighted average shares outstanding ​ ​ 106.2 ​ ​ 106.7 ​ ​ (0.5) ​ (0) % Adjusted Diluted earnings per share (6) ​ $ 7.80 ​ $ 6.93 ​ $ 0.87 13 % * Not meaningful 73 73 Table of Contents(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.​​​​​​​​Year Ended ​December 31, ​2023​2022​​(in millions)​(in millions)​Revenues less cost of revenues$ 1,918.0​$ 1,741.7​Recent acquisitions:​​​​​​Acquisition revenues less cost of revenues$ (7.6)​$ —​Organic net revenue$ 1,910.4​$ 1,741.7​​(2)EBITDA is defined as income or loss before interest, income taxes, depreciation and amortization. Adjusted EBITDA is defined as EBITDA before acquisition-related costs, impairment of investment, gain on investment, investment establishment costs, goodwill impairment, loan forgiveness, income from investments, 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. (3)EBITDA margin represents EBITDA divided by revenues less cost of revenues.(4)Adjusted EBITDA margin represents adjusted EBITDA divided by revenues less cost of revenues. (5)Adjusted earnings is defined as net income adjusted for amortization of purchased intangibles, acquisition-related costs, impairment of investment, gain on investment, investment establishment costs, goodwill impairment, loan forgiveness, income from investments, certain tax reserve changes, deferred tax re-measurements, change in contingent consideration, and net income or loss 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.(6)Adjusted diluted earnings per share represents adjusted earnings divided by diluted weighted average shares outstanding.​74 Table of Contents Table of Contents Table of Contents (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.​​​​​​​​Year Ended ​December 31, ​2023​2022​​(in millions)​(in millions)​Revenues less cost of revenues$ 1,918.0​$ 1,741.7​Recent acquisitions:​​​​​​Acquisition revenues less cost of revenues$ (7.6)​$ —​Organic net revenue$ 1,910.4​$ 1,741.7​​(2)EBITDA is defined as income or loss before interest, income taxes, depreciation and amortization. Adjusted EBITDA is defined as EBITDA before acquisition-related costs, impairment of investment, gain on investment, investment establishment costs, goodwill impairment, loan forgiveness, income from investments, 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. (3)EBITDA margin represents EBITDA divided by revenues less cost of revenues.(4)Adjusted EBITDA margin represents adjusted EBITDA divided by revenues less cost of revenues. (5)Adjusted earnings is defined as net income adjusted for amortization of purchased intangibles, acquisition-related costs, impairment of investment, gain on investment, investment establishment costs, goodwill impairment, loan forgiveness, income from investments, certain tax reserve changes, deferred tax re-measurements, change in contingent consideration, and net income or loss 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.(6)Adjusted diluted earnings per share represents adjusted earnings divided by diluted weighted average shares outstanding.​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​" }, { "status": "REMOVED", "current_title": null, "prior_title": "Europe and Asia Pacific", "prior_body": "Futures Global FX Digital Corporate Total Net income (loss) allocated to common stockholders ​ $ 572.6 ​ $ 104.1 ​ $ 20.4 ​ $ 52.4 ​ $ 23.9 ​ $ (34.1) ​ $ 18.2 ​ $ 757.5 Interest expense (income), net ​ (0.1) ​ (1.4) ​ 4.8 ​ — ​ — ​ (2.0) ​ 49.1 ​ 50.4 Income tax provision (benefit) ​ 275.7 ​ 14.8 ​ 6.8 ​ 33.4 ​ 0.5 ​ (10.4) ​ (34.6) ​ 286.2 Depreciation and amortization ​ 30.1 ​ 69.4 ​ 30.7 ​ 2.0 ​ 18.4 ​ 7.4 ​ — ​ 158.0 EBITDA ​ 878.3 ​ 186.9 ​ 62.7 ​ 87.8 ​ 42.8 ​ (39.1) ​ 32.7 ​ 1,252.1 Acquisition-related costs ​ — ​ 0.8 ​ 0.8 ​ — ​ — ​ 1.0 ​ 4.8 ​ 7.4 Impairment of investment ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 1.8 ​ ​ 1.8 Income from investment ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ (2.1) ​ ​ (2.1) Change in contingent consideration ​ ​ — ​ ​ (7.5) ​ ​ (6.9) ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ (14.4) Adjusted EBITDA ​ $ 878.3 ​ $ 180.2 ​ $ 56.6 ​ $ 87.8 ​ $ 42.8 ​ $ (38.1) ​ $ 37.2 ​ $ 1,244.8 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​" }, { "status": "REMOVED", "current_title": null, "prior_title": "December 31,", "prior_body": "​ Increase/ ​ Percent ​ 2023 2022 (Decrease) Change Total revenues ​ $ 3,773.5 ​ $ 3,958.5 ​ $ (185.0) ​ (5) % Total cost of revenues ​ 1,855.5 ​ 2,216.8 ​ (361.3) (16) % Revenues less cost of revenues ​ 1,918.0 ​ 1,741.7 ​ 176.3 10 % Total operating expenses ​ 860.1 ​ 1,252.1 ​ (392.0) (31) % Operating income ​ 1,057.9 ​ 489.6 ​ 568.3 116 % Income before income tax provision ​ 1,047.6 ​ 432.9 ​ 614.7 142 % Income tax provision ​ 286.2 ​ 197.9 ​ 88.3 45 % Net income ​ $ 761.4 ​ $ 235.0 ​ $ 526.4 224 % Basic earnings per share ​ $ 7.16 ​ $ 2.20 ​ $ 4.96 ​ 225 % Diluted earnings per share ​ ​ 7.13 ​ ​ 2.19 ​ ​ 4.94 ​ 226 % Organic net revenue (1) ​ $ 1,910.4 ​ $ 1,741.7 ​ $ 168.7 ​ 10 % EBITDA (2) ​ $ 1,252.1 ​ $ 655.2 ​ $ 596.9 91 % EBITDA margin (3) ​ 65.3 % 37.6 % 27.7 % * Adjusted EBITDA (2) ​ $ 1,244.8 ​ $ 1,135.6 ​ $ 109.2 10 % Adjusted EBITDA margin (4) ​ 64.9 % 65.2 % (0.3) % * Adjusted earnings (5) ​ $ 828.1 ​ $ 739.8 ​ $ 88.3 12 % Adjusted earnings margin (5) ​ ​ 43.2 % ​ 42.5 % ​ 0.7 % ​ * Diluted weighted average shares outstanding ​ ​ 106.2 ​ ​ 106.7 ​ ​ (0.5) ​ (0) % Adjusted Diluted earnings per share (6) ​ $ 7.80 ​ $ 6.93 ​ $ 0.87 13 % * Not meaningful 73 73 Table of Contents(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.​​​​​​​​Year Ended ​December 31, ​2023​2022​​(in millions)​(in millions)​Revenues less cost of revenues$ 1,918.0​$ 1,741.7​Recent acquisitions:​​​​​​Acquisition revenues less cost of revenues$ (7.6)​$ —​Organic net revenue$ 1,910.4​$ 1,741.7​​(2)EBITDA is defined as income or loss before interest, income taxes, depreciation and amortization. Adjusted EBITDA is defined as EBITDA before acquisition-related costs, impairment of investment, gain on investment, investment establishment costs, goodwill impairment, loan forgiveness, income from investments, 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. (3)EBITDA margin represents EBITDA divided by revenues less cost of revenues.(4)Adjusted EBITDA margin represents adjusted EBITDA divided by revenues less cost of revenues. (5)Adjusted earnings is defined as net income adjusted for amortization of purchased intangibles, acquisition-related costs, impairment of investment, gain on investment, investment establishment costs, goodwill impairment, loan forgiveness, income from investments, certain tax reserve changes, deferred tax re-measurements, change in contingent consideration, and net income or loss 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.(6)Adjusted diluted earnings per share represents adjusted earnings divided by diluted weighted average shares outstanding.​74 Table of Contents Table of Contents Table of Contents (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.​​​​​​​​Year Ended ​December 31, ​2023​2022​​(in millions)​(in millions)​Revenues less cost of revenues$ 1,918.0​$ 1,741.7​Recent acquisitions:​​​​​​Acquisition revenues less cost of revenues$ (7.6)​$ —​Organic net revenue$ 1,910.4​$ 1,741.7​​(2)EBITDA is defined as income or loss before interest, income taxes, depreciation and amortization. Adjusted EBITDA is defined as EBITDA before acquisition-related costs, impairment of investment, gain on investment, investment establishment costs, goodwill impairment, loan forgiveness, income from investments, 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. (3)EBITDA margin represents EBITDA divided by revenues less cost of revenues.(4)Adjusted EBITDA margin represents adjusted EBITDA divided by revenues less cost of revenues. (5)Adjusted earnings is defined as net income adjusted for amortization of purchased intangibles, acquisition-related costs, impairment of investment, gain on investment, investment establishment costs, goodwill impairment, loan forgiveness, income from investments, certain tax reserve changes, deferred tax re-measurements, change in contingent consideration, and net income or loss 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.(6)Adjusted diluted earnings per share represents adjusted earnings divided by diluted weighted average shares outstanding.​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​" }, { "status": "REMOVED", "current_title": null, "prior_title": "December 31,", "prior_body": "​ Increase/ ​ Percent ​ 2023 2022 (Decrease) Change Total revenues ​ $ 3,773.5 ​ $ 3,958.5 ​ $ (185.0) ​ (5) % Total cost of revenues ​ 1,855.5 ​ 2,216.8 ​ (361.3) (16) % Revenues less cost of revenues ​ 1,918.0 ​ 1,741.7 ​ 176.3 10 % Total operating expenses ​ 860.1 ​ 1,252.1 ​ (392.0) (31) % Operating income ​ 1,057.9 ​ 489.6 ​ 568.3 116 % Income before income tax provision ​ 1,047.6 ​ 432.9 ​ 614.7 142 % Income tax provision ​ 286.2 ​ 197.9 ​ 88.3 45 % Net income ​ $ 761.4 ​ $ 235.0 ​ $ 526.4 224 % Basic earnings per share ​ $ 7.16 ​ $ 2.20 ​ $ 4.96 ​ 225 % Diluted earnings per share ​ ​ 7.13 ​ ​ 2.19 ​ ​ 4.94 ​ 226 % Organic net revenue (1) ​ $ 1,910.4 ​ $ 1,741.7 ​ $ 168.7 ​ 10 % EBITDA (2) ​ $ 1,252.1 ​ $ 655.2 ​ $ 596.9 91 % EBITDA margin (3) ​ 65.3 % 37.6 % 27.7 % * Adjusted EBITDA (2) ​ $ 1,244.8 ​ $ 1,135.6 ​ $ 109.2 10 % Adjusted EBITDA margin (4) ​ 64.9 % 65.2 % (0.3) % * Adjusted earnings (5) ​ $ 828.1 ​ $ 739.8 ​ $ 88.3 12 % Adjusted earnings margin (5) ​ ​ 43.2 % ​ 42.5 % ​ 0.7 % ​ * Diluted weighted average shares outstanding ​ ​ 106.2 ​ ​ 106.7 ​ ​ (0.5) ​ (0) % Adjusted Diluted earnings per share (6) ​ $ 7.80 ​ $ 6.93 ​ $ 0.87 13 % * Not meaningful 73 73 Table of Contents(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.​​​​​​​​Year Ended ​December 31, ​2023​2022​​(in millions)​(in millions)​Revenues less cost of revenues$ 1,918.0​$ 1,741.7​Recent acquisitions:​​​​​​Acquisition revenues less cost of revenues$ (7.6)​$ —​Organic net revenue$ 1,910.4​$ 1,741.7​​(2)EBITDA is defined as income or loss before interest, income taxes, depreciation and amortization. Adjusted EBITDA is defined as EBITDA before acquisition-related costs, impairment of investment, gain on investment, investment establishment costs, goodwill impairment, loan forgiveness, income from investments, 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. (3)EBITDA margin represents EBITDA divided by revenues less cost of revenues.(4)Adjusted EBITDA margin represents adjusted EBITDA divided by revenues less cost of revenues. (5)Adjusted earnings is defined as net income adjusted for amortization of purchased intangibles, acquisition-related costs, impairment of investment, gain on investment, investment establishment costs, goodwill impairment, loan forgiveness, income from investments, certain tax reserve changes, deferred tax re-measurements, change in contingent consideration, and net income or loss 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.(6)Adjusted diluted earnings per share represents adjusted earnings divided by diluted weighted average shares outstanding.​74 Table of Contents Table of Contents Table of Contents (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.​​​​​​​​Year Ended ​December 31, ​2023​2022​​(in millions)​(in millions)​Revenues less cost of revenues$ 1,918.0​$ 1,741.7​Recent acquisitions:​​​​​​Acquisition revenues less cost of revenues$ (7.6)​$ —​Organic net revenue$ 1,910.4​$ 1,741.7​​(2)EBITDA is defined as income or loss before interest, income taxes, depreciation and amortization. Adjusted EBITDA is defined as EBITDA before acquisition-related costs, impairment of investment, gain on investment, investment establishment costs, goodwill impairment, loan forgiveness, income from investments, 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. (3)EBITDA margin represents EBITDA divided by revenues less cost of revenues.(4)Adjusted EBITDA margin represents adjusted EBITDA divided by revenues less cost of revenues. (5)Adjusted earnings is defined as net income adjusted for amortization of purchased intangibles, acquisition-related costs, impairment of investment, gain on investment, investment establishment costs, goodwill impairment, loan forgiveness, income from investments, certain tax reserve changes, deferred tax re-measurements, change in contingent consideration, and net income or loss 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.(6)Adjusted diluted earnings per share represents adjusted earnings divided by diluted weighted average shares outstanding.​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​" }, { "status": "REMOVED", "current_title": null, "prior_title": "December 31,", "prior_body": "​ Increase/ ​ Percent ​ 2023 2022 (Decrease) Change Total revenues ​ $ 3,773.5 ​ $ 3,958.5 ​ $ (185.0) ​ (5) % Total cost of revenues ​ 1,855.5 ​ 2,216.8 ​ (361.3) (16) % Revenues less cost of revenues ​ 1,918.0 ​ 1,741.7 ​ 176.3 10 % Total operating expenses ​ 860.1 ​ 1,252.1 ​ (392.0) (31) % Operating income ​ 1,057.9 ​ 489.6 ​ 568.3 116 % Income before income tax provision ​ 1,047.6 ​ 432.9 ​ 614.7 142 % Income tax provision ​ 286.2 ​ 197.9 ​ 88.3 45 % Net income ​ $ 761.4 ​ $ 235.0 ​ $ 526.4 224 % Basic earnings per share ​ $ 7.16 ​ $ 2.20 ​ $ 4.96 ​ 225 % Diluted earnings per share ​ ​ 7.13 ​ ​ 2.19 ​ ​ 4.94 ​ 226 % Organic net revenue (1) ​ $ 1,910.4 ​ $ 1,741.7 ​ $ 168.7 ​ 10 % EBITDA (2) ​ $ 1,252.1 ​ $ 655.2 ​ $ 596.9 91 % EBITDA margin (3) ​ 65.3 % 37.6 % 27.7 % * Adjusted EBITDA (2) ​ $ 1,244.8 ​ $ 1,135.6 ​ $ 109.2 10 % Adjusted EBITDA margin (4) ​ 64.9 % 65.2 % (0.3) % * Adjusted earnings (5) ​ $ 828.1 ​ $ 739.8 ​ $ 88.3 12 % Adjusted earnings margin (5) ​ ​ 43.2 % ​ 42.5 % ​ 0.7 % ​ * Diluted weighted average shares outstanding ​ ​ 106.2 ​ ​ 106.7 ​ ​ (0.5) ​ (0) % Adjusted Diluted earnings per share (6) ​ $ 7.80 ​ $ 6.93 ​ $ 0.87 13 % * Not meaningful 73 73 Table of Contents(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.​​​​​​​​Year Ended ​December 31, ​2023​2022​​(in millions)​(in millions)​Revenues less cost of revenues$ 1,918.0​$ 1,741.7​Recent acquisitions:​​​​​​Acquisition revenues less cost of revenues$ (7.6)​$ —​Organic net revenue$ 1,910.4​$ 1,741.7​​(2)EBITDA is defined as income or loss before interest, income taxes, depreciation and amortization. Adjusted EBITDA is defined as EBITDA before acquisition-related costs, impairment of investment, gain on investment, investment establishment costs, goodwill impairment, loan forgiveness, income from investments, 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. (3)EBITDA margin represents EBITDA divided by revenues less cost of revenues.(4)Adjusted EBITDA margin represents adjusted EBITDA divided by revenues less cost of revenues. (5)Adjusted earnings is defined as net income adjusted for amortization of purchased intangibles, acquisition-related costs, impairment of investment, gain on investment, investment establishment costs, goodwill impairment, loan forgiveness, income from investments, certain tax reserve changes, deferred tax re-measurements, change in contingent consideration, and net income or loss 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.(6)Adjusted diluted earnings per share represents adjusted earnings divided by diluted weighted average shares outstanding.​74 Table of Contents Table of Contents Table of Contents (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.​​​​​​​​Year Ended ​December 31, ​2023​2022​​(in millions)​(in millions)​Revenues less cost of revenues$ 1,918.0​$ 1,741.7​Recent acquisitions:​​​​​​Acquisition revenues less cost of revenues$ (7.6)​$ —​Organic net revenue$ 1,910.4​$ 1,741.7​​(2)EBITDA is defined as income or loss before interest, income taxes, depreciation and amortization. Adjusted EBITDA is defined as EBITDA before acquisition-related costs, impairment of investment, gain on investment, investment establishment costs, goodwill impairment, loan forgiveness, income from investments, 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. (3)EBITDA margin represents EBITDA divided by revenues less cost of revenues.(4)Adjusted EBITDA margin represents adjusted EBITDA divided by revenues less cost of revenues. (5)Adjusted earnings is defined as net income adjusted for amortization of purchased intangibles, acquisition-related costs, impairment of investment, gain on investment, investment establishment costs, goodwill impairment, loan forgiveness, income from investments, certain tax reserve changes, deferred tax re-measurements, change in contingent consideration, and net income or loss 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.(6)Adjusted diluted earnings per share represents adjusted earnings divided by diluted weighted average shares outstanding.​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​" }, { "status": "REMOVED", "current_title": null, "prior_title": "December 31,", "prior_body": "​ Increase/ ​ Percent ​ 2023 2022 (Decrease) Change Total revenues ​ $ 3,773.5 ​ $ 3,958.5 ​ $ (185.0) ​ (5) % Total cost of revenues ​ 1,855.5 ​ 2,216.8 ​ (361.3) (16) % Revenues less cost of revenues ​ 1,918.0 ​ 1,741.7 ​ 176.3 10 % Total operating expenses ​ 860.1 ​ 1,252.1 ​ (392.0) (31) % Operating income ​ 1,057.9 ​ 489.6 ​ 568.3 116 % Income before income tax provision ​ 1,047.6 ​ 432.9 ​ 614.7 142 % Income tax provision ​ 286.2 ​ 197.9 ​ 88.3 45 % Net income ​ $ 761.4 ​ $ 235.0 ​ $ 526.4 224 % Basic earnings per share ​ $ 7.16 ​ $ 2.20 ​ $ 4.96 ​ 225 % Diluted earnings per share ​ ​ 7.13 ​ ​ 2.19 ​ ​ 4.94 ​ 226 % Organic net revenue (1) ​ $ 1,910.4 ​ $ 1,741.7 ​ $ 168.7 ​ 10 % EBITDA (2) ​ $ 1,252.1 ​ $ 655.2 ​ $ 596.9 91 % EBITDA margin (3) ​ 65.3 % 37.6 % 27.7 % * Adjusted EBITDA (2) ​ $ 1,244.8 ​ $ 1,135.6 ​ $ 109.2 10 % Adjusted EBITDA margin (4) ​ 64.9 % 65.2 % (0.3) % * Adjusted earnings (5) ​ $ 828.1 ​ $ 739.8 ​ $ 88.3 12 % Adjusted earnings margin (5) ​ ​ 43.2 % ​ 42.5 % ​ 0.7 % ​ * Diluted weighted average shares outstanding ​ ​ 106.2 ​ ​ 106.7 ​ ​ (0.5) ​ (0) % Adjusted Diluted earnings per share (6) ​ $ 7.80 ​ $ 6.93 ​ $ 0.87 13 % * Not meaningful 73 73 Table of Contents(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.​​​​​​​​Year Ended ​December 31, ​2023​2022​​(in millions)​(in millions)​Revenues less cost of revenues$ 1,918.0​$ 1,741.7​Recent acquisitions:​​​​​​Acquisition revenues less cost of revenues$ (7.6)​$ —​Organic net revenue$ 1,910.4​$ 1,741.7​​(2)EBITDA is defined as income or loss before interest, income taxes, depreciation and amortization. Adjusted EBITDA is defined as EBITDA before acquisition-related costs, impairment of investment, gain on investment, investment establishment costs, goodwill impairment, loan forgiveness, income from investments, 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. (3)EBITDA margin represents EBITDA divided by revenues less cost of revenues.(4)Adjusted EBITDA margin represents adjusted EBITDA divided by revenues less cost of revenues. (5)Adjusted earnings is defined as net income adjusted for amortization of purchased intangibles, acquisition-related costs, impairment of investment, gain on investment, investment establishment costs, goodwill impairment, loan forgiveness, income from investments, certain tax reserve changes, deferred tax re-measurements, change in contingent consideration, and net income or loss 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.(6)Adjusted diluted earnings per share represents adjusted earnings divided by diluted weighted average shares outstanding.​74 Table of Contents Table of Contents Table of Contents (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.​​​​​​​​Year Ended ​December 31, ​2023​2022​​(in millions)​(in millions)​Revenues less cost of revenues$ 1,918.0​$ 1,741.7​Recent acquisitions:​​​​​​Acquisition revenues less cost of revenues$ (7.6)​$ —​Organic net revenue$ 1,910.4​$ 1,741.7​​(2)EBITDA is defined as income or loss before interest, income taxes, depreciation and amortization. Adjusted EBITDA is defined as EBITDA before acquisition-related costs, impairment of investment, gain on investment, investment establishment costs, goodwill impairment, loan forgiveness, income from investments, 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. (3)EBITDA margin represents EBITDA divided by revenues less cost of revenues.(4)Adjusted EBITDA margin represents adjusted EBITDA divided by revenues less cost of revenues. (5)Adjusted earnings is defined as net income adjusted for amortization of purchased intangibles, acquisition-related costs, impairment of investment, gain on investment, investment establishment costs, goodwill impairment, loan forgiveness, income from investments, certain tax reserve changes, deferred tax re-measurements, change in contingent consideration, and net income or loss 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.(6)Adjusted diluted earnings per share represents adjusted earnings divided by diluted weighted average shares outstanding.​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​" }, { "status": "REMOVED", "current_title": null, "prior_title": "LIQUIDITY AND CAPITAL RESOURCES", "prior_body": "Below are charts that reflect elements of our capital allocation: We expect our cash on hand at December 31, 2023 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, and potentially participating in future financing transactions to obtain additional capital will meet our cash needs to fund our operations, capital expenditures, interest payments on debt, debt repayments, any dividends, potential strategic acquisitions, opportunities for common stock repurchases under the previously announced program, and payouts related to the unfavorable decision in the Section 199 litigation. See Note 12 (“Debt”) and Note 25 (“Subsequent Events”) to the consolidated financial statements for further information. Cboe Clear Europe also has a €1.25 billion committed syndicated multicurrency revolving and swingline credit facility agreement with Cboe Clear Europe 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 Cboe Clear Europe towards (a) financing unsettled amounts in connection with the settlement of transactions in securities and other items processed through Cboe Clear Europe’s clearing system and (b) financing any other liability or liquidity requirement of Cboe Clear Europe incurred in the operation of its clearing system. Borrowings under the Facility are secured by cash, eligible bonds and eligible equity assets deposited by Cboe Clear Europe into secured accounts. As a result, should the Facility be drawn by Cboe Clear Europe it could potentially impact Cboe Clear Europe’s liquidity, and we can give no assurance that this Facility will be sufficient to meet all of such obligations or sufficiently mitigate Cboe Clear Europe’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 was amended on June 29, 2023, which extended the term of the facility through June 28, 2024. Our long-term cash needs will depend on many factors, including an introduction of new products, enhancements of current products, capital needs of our subsidiaries, 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). Cash and cash equivalents include cash in banks and all non-restricted, highly liquid investments, including short-term repurchase agreements, with original maturities of three months or less at the time of purchase. Cash and cash 93 93 Table of Contentsequivalents as of December 31, 2023 increased $110.5 million from December 31, 2022 primarily due to the results of operation and proceeds from maturities of available-for-sale financial investments, partially offset by principal payments on the Term Loan Agreement, outflows from cash dividends, purchases of available-for-sale financial investments, share repurchases, contributions to investments, and purchases of property and equipment. See “Cash Flow” below for further discussion.Our cash and cash equivalents held outside of the United States in various foreign subsidiaries totaled $244.3 million and $226.1 million as of December 31, 2023 and 2022, respectively. The remaining balance was held in the United States and totaled $298.9 million and $206.6 million as of December 31, 2023 and 2022, respectively. The majority of cash held outside the United States is available for repatriation, but under current law, could subject us to additional United States income taxes, less applicable foreign tax credits.Our financial investments include deferred compensation plan assets as well as investments with original or acquired maturities longer than three months but that mature in less than one year from the balance sheet date and are recorded at fair value. As of December 31, 2023, financial investments primarily consisted of U.S. Treasury securities and deferred compensation plan assets.Cash FlowThe following table summarizes our cash flow data for the years ended December 31, 2023, 2022 and 2021 (in millions): ​​​​​​​​​​​​For the Year Ended​​December 31,​ 2023 2022 2021Net cash provided by operating activities​$ 1,075.6​$ 651.1​$ 596.8Net cash used in investing activities​ (55.1)​ (835.1)​ (352.7)Net cash (used in) provided by financing activities​ (656.1)​ 81.7​ (200.3)Effect of foreign currency exchange rate changes on cash, cash equivalents, and restricted cash and cash equivalents​ 52.8​ (10.0)​ (9.1)Increase (decrease) in cash, cash equivalents, and restricted cash and cash equivalents​$ 417.2​$ (112.3)​$ 34.7​​​​​​​​​​​​As of December 31,​​2023 2022 2021Reconciliation of cash, cash equivalents, and restricted cash and cash equivalents:​​​​​​​​​Cash and cash equivalents​$ 543.2​$ 432.7​$ 341.9Restricted cash and cash equivalents (margin deposits, clearing funds, and interoperability funds)​​ 834.8​​ 530.3​​ 745.9Restricted cash and cash equivalents (included in other current assets)​​ 5.1​​ 4.2​​ 4.4Customer bank deposits (included in margin deposits, clearing funds, and interoperability funds)​​ 14.0​​ 12.7​​ —Total​$ 1,397.1​$ 979.9​$ 1,092.2​Net Cash Flows Provided by Operating Activities During the year ended December 31, 2023, net cash provided by operating activities was $314.2 million higher than net income. The variance is primarily attributable to the change in restricted cash and cash equivalents, driven by margin deposits, clearing funds and interoperability funds adjustment related to Cboe Clear Europe of $282.6 million and the adjustment for depreciation and amortization expense of $158.0 million, partially offset by the change in Section 31 fees payable of $95.2 million. Net cash flows provided by operating activities were $1,075.6 million and $651.1 million for the years ended December 31, 2023 and 2022, respectively. The change in net cash flows provided by operating activities was primarily due to the change in net income, the change in restricted cash and cash equivalents, driven by margin deposits, clearing funds, and interoperability funds related to Cboe Clear Europe, and the change in benefit for deferred income taxes, partially offset by the adjustment for goodwill impairment and the change in Section 31 fees payable. 94 Table of Contents Table of Contents Table of Contents equivalents as of December 31, 2023 increased $110.5 million from December 31, 2022 primarily due to the results of operation and proceeds from maturities of available-for-sale financial investments, partially offset by principal payments on the Term Loan Agreement, outflows from cash dividends, purchases of available-for-sale financial investments, share repurchases, contributions to investments, and purchases of property and equipment. See “Cash Flow” below for further discussion.Our cash and cash equivalents held outside of the United States in various foreign subsidiaries totaled $244.3 million and $226.1 million as of December 31, 2023 and 2022, respectively. The remaining balance was held in the United States and totaled $298.9 million and $206.6 million as of December 31, 2023 and 2022, respectively. The majority of cash held outside the United States is available for repatriation, but under current law, could subject us to additional United States income taxes, less applicable foreign tax credits.Our financial investments include deferred compensation plan assets as well as investments with original or acquired maturities longer than three months but that mature in less than one year from the balance sheet date and are recorded at fair value. As of December 31, 2023, financial investments primarily consisted of U.S. Treasury securities and deferred compensation plan assets.Cash FlowThe following table summarizes our cash flow data for the years ended December 31, 2023, 2022 and 2021 (in millions): ​​​​​​​​​​​​For the Year Ended​​December 31,​ 2023 2022 2021Net cash provided by operating activities​$ 1,075.6​$ 651.1​$ 596.8Net cash used in investing activities​ (55.1)​ (835.1)​ (352.7)Net cash (used in) provided by financing activities​ (656.1)​ 81.7​ (200.3)Effect of foreign currency exchange rate changes on cash, cash equivalents, and restricted cash and cash equivalents​ 52.8​ (10.0)​ (9.1)Increase (decrease) in cash, cash equivalents, and restricted cash and cash equivalents​$ 417.2​$ (112.3)​$ 34.7​​​​​​​​​​​​As of December 31,​​2023 2022 2021Reconciliation of cash, cash equivalents, and restricted cash and cash equivalents:​​​​​​​​​Cash and cash equivalents​$ 543.2​$ 432.7​$ 341.9Restricted cash and cash equivalents (margin deposits, clearing funds, and interoperability funds)​​ 834.8​​ 530.3​​ 745.9Restricted cash and cash equivalents (included in other current assets)​​ 5.1​​ 4.2​​ 4.4Customer bank deposits (included in margin deposits, clearing funds, and interoperability funds)​​ 14.0​​ 12.7​​ —Total​$ 1,397.1​$ 979.9​$ 1,092.2​Net Cash Flows Provided by Operating Activities During the year ended December 31, 2023, net cash provided by operating activities was $314.2 million higher than net income. The variance is primarily attributable to the change in restricted cash and cash equivalents, driven by margin deposits, clearing funds and interoperability funds adjustment related to Cboe Clear Europe of $282.6 million and the adjustment for depreciation and amortization expense of $158.0 million, partially offset by the change in Section 31 fees payable of $95.2 million. Net cash flows provided by operating activities were $1,075.6 million and $651.1 million for the years ended December 31, 2023 and 2022, respectively. The change in net cash flows provided by operating activities was primarily due to the change in net income, the change in restricted cash and cash equivalents, driven by margin deposits, clearing funds, and interoperability funds related to Cboe Clear Europe, and the change in benefit for deferred income taxes, partially offset by the adjustment for goodwill impairment and the change in Section 31 fees payable. equivalents as of December 31, 2023 increased $110.5 million from December 31, 2022 primarily due to the results of operation and proceeds from maturities of available-for-sale financial investments, partially offset by principal payments on the Term Loan Agreement, outflows from cash dividends, purchases of available-for-sale financial investments, share repurchases, contributions to investments, and purchases of property and equipment. See “Cash Flow” below for further discussion. Our cash and cash equivalents held outside of the United States in various foreign subsidiaries totaled $244.3 million and $226.1 million as of December 31, 2023 and 2022, respectively. The remaining balance was held in the United States and totaled $298.9 million and $206.6 million as of December 31, 2023 and 2022, 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, 2023, financial investments primarily consisted of U.S. Treasury securities and deferred compensation plan assets. Cash Flow The following table summarizes our cash flow data for the years ended December 31, 2023, 2022 and 2021 (in millions): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​" }, { "status": "REMOVED", "current_title": null, "prior_title": "December 31,", "prior_body": "​ Increase/ ​ Percent ​ 2023 2022 (Decrease) Change Total revenues ​ $ 3,773.5 ​ $ 3,958.5 ​ $ (185.0) ​ (5) % Total cost of revenues ​ 1,855.5 ​ 2,216.8 ​ (361.3) (16) % Revenues less cost of revenues ​ 1,918.0 ​ 1,741.7 ​ 176.3 10 % Total operating expenses ​ 860.1 ​ 1,252.1 ​ (392.0) (31) % Operating income ​ 1,057.9 ​ 489.6 ​ 568.3 116 % Income before income tax provision ​ 1,047.6 ​ 432.9 ​ 614.7 142 % Income tax provision ​ 286.2 ​ 197.9 ​ 88.3 45 % Net income ​ $ 761.4 ​ $ 235.0 ​ $ 526.4 224 % Basic earnings per share ​ $ 7.16 ​ $ 2.20 ​ $ 4.96 ​ 225 % Diluted earnings per share ​ ​ 7.13 ​ ​ 2.19 ​ ​ 4.94 ​ 226 % Organic net revenue (1) ​ $ 1,910.4 ​ $ 1,741.7 ​ $ 168.7 ​ 10 % EBITDA (2) ​ $ 1,252.1 ​ $ 655.2 ​ $ 596.9 91 % EBITDA margin (3) ​ 65.3 % 37.6 % 27.7 % * Adjusted EBITDA (2) ​ $ 1,244.8 ​ $ 1,135.6 ​ $ 109.2 10 % Adjusted EBITDA margin (4) ​ 64.9 % 65.2 % (0.3) % * Adjusted earnings (5) ​ $ 828.1 ​ $ 739.8 ​ $ 88.3 12 % Adjusted earnings margin (5) ​ ​ 43.2 % ​ 42.5 % ​ 0.7 % ​ * Diluted weighted average shares outstanding ​ ​ 106.2 ​ ​ 106.7 ​ ​ (0.5) ​ (0) % Adjusted Diluted earnings per share (6) ​ $ 7.80 ​ $ 6.93 ​ $ 0.87 13 % * Not meaningful 73 73 Table of Contents(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.​​​​​​​​Year Ended ​December 31, ​2023​2022​​(in millions)​(in millions)​Revenues less cost of revenues$ 1,918.0​$ 1,741.7​Recent acquisitions:​​​​​​Acquisition revenues less cost of revenues$ (7.6)​$ —​Organic net revenue$ 1,910.4​$ 1,741.7​​(2)EBITDA is defined as income or loss before interest, income taxes, depreciation and amortization. Adjusted EBITDA is defined as EBITDA before acquisition-related costs, impairment of investment, gain on investment, investment establishment costs, goodwill impairment, loan forgiveness, income from investments, 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. (3)EBITDA margin represents EBITDA divided by revenues less cost of revenues.(4)Adjusted EBITDA margin represents adjusted EBITDA divided by revenues less cost of revenues. (5)Adjusted earnings is defined as net income adjusted for amortization of purchased intangibles, acquisition-related costs, impairment of investment, gain on investment, investment establishment costs, goodwill impairment, loan forgiveness, income from investments, certain tax reserve changes, deferred tax re-measurements, change in contingent consideration, and net income or loss 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.(6)Adjusted diluted earnings per share represents adjusted earnings divided by diluted weighted average shares outstanding.​74 Table of Contents Table of Contents Table of Contents (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.​​​​​​​​Year Ended ​December 31, ​2023​2022​​(in millions)​(in millions)​Revenues less cost of revenues$ 1,918.0​$ 1,741.7​Recent acquisitions:​​​​​​Acquisition revenues less cost of revenues$ (7.6)​$ —​Organic net revenue$ 1,910.4​$ 1,741.7​​(2)EBITDA is defined as income or loss before interest, income taxes, depreciation and amortization. Adjusted EBITDA is defined as EBITDA before acquisition-related costs, impairment of investment, gain on investment, investment establishment costs, goodwill impairment, loan forgiveness, income from investments, 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. (3)EBITDA margin represents EBITDA divided by revenues less cost of revenues.(4)Adjusted EBITDA margin represents adjusted EBITDA divided by revenues less cost of revenues. (5)Adjusted earnings is defined as net income adjusted for amortization of purchased intangibles, acquisition-related costs, impairment of investment, gain on investment, investment establishment costs, goodwill impairment, loan forgiveness, income from investments, certain tax reserve changes, deferred tax re-measurements, change in contingent consideration, and net income or loss 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.(6)Adjusted diluted earnings per share represents adjusted earnings divided by diluted weighted average shares outstanding.​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​" }, { "status": "REMOVED", "current_title": null, "prior_title": "As of December 31,", "prior_body": "​ ​ 2023 2022 2021 Reconciliation of cash, cash equivalents, and restricted cash and cash equivalents: ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash and cash equivalents ​ $ 543.2 ​ $ 432.7 ​ $ 341.9 Restricted cash and cash equivalents (margin deposits, clearing funds, and interoperability funds) ​ ​ 834.8 ​ ​ 530.3 ​ ​ 745.9 Restricted cash and cash equivalents (included in other current assets) ​ ​ 5.1 ​ ​ 4.2 ​ ​ 4.4 Customer bank deposits (included in margin deposits, clearing funds, and interoperability funds) ​ ​ 14.0 ​ ​ 12.7 ​ ​ — Total ​ $ 1,397.1 ​ $ 979.9 ​ $ 1,092.2 ​" }, { "status": "REMOVED", "current_title": null, "prior_title": "Net Cash Flows Provided by Operating Activities", "prior_body": "During the year ended December 31, 2023, net cash provided by operating activities was $314.2 million higher than net income. The variance is primarily attributable to the change in restricted cash and cash equivalents, driven by margin deposits, clearing funds and interoperability funds adjustment related to Cboe Clear Europe of $282.6 million and the adjustment for depreciation and amortization expense of $158.0 million, partially offset by the change in Section 31 fees payable of $95.2 million. Net cash flows provided by operating activities were $1,075.6 million and $651.1 million for the years ended December 31, 2023 and 2022, respectively. The change in net cash flows provided by operating activities was primarily due to the change in net income, the change in restricted cash and cash equivalents, driven by margin deposits, clearing funds, and interoperability funds related to Cboe Clear Europe, and the change in benefit for deferred income taxes, partially offset by the adjustment for goodwill impairment and the change in Section 31 fees payable. 94 94 Table of ContentsNet cash provided by operating activities was $416.1 million higher than net income for the fiscal year ended December 31, 2022. The variance is primarily attributable to the adjustment for goodwill impairment of $460.9 million, the adjustment for depreciation and amortization expense of $166.8 million, and the change in Section 31 fees payable of $106.3 million, partially offset by the change in restricted cash and cash equivalents of $217.5 million, driven by the change in margin and clearing funds related to Cboe Clear Europe for the year ended December 31, 2022, and the benefit for deferred income taxes of $155.7 million.Net cash provided by operating activities was $651.1 million and $596.8 million for the years ended December 31, 2022 and 2021, respectively. The change in net cash flows provided by operating activities was primarily due to the adjustment for goodwill impairment and the change in Section 31 fees payable, partially offset by the change in net income, the change in restricted cash and cash equivalents, driven by margin deposits and clearing funds related to Cboe Clear Europe, the change in benefit for deferred income taxes, and the change in accounts receivable.Net Cash Flows Used in Investing ActivitiesDuring the year ended December 31, 2023, net cash used in investing activities primarily consisted of purchases of available-for-sale financial investments of $89.8 million, contributions to investments of $57.1 million, and purchases of property and equipment and leasehold improvements of $45.0 million, partially offset by proceeds from maturities of available-for-sale financial investments of $135.7 million. Net cash flows used in investing activities were $55.1 million and $835.1 million for the years ended December 31, 2023 and 2022, respectively. The variance is primarily due to the change in acquisitions, net of cash acquired, and the change in proceeds from maturities of available-for-sale financial investments, partially offset by the change in contributions to investments for the year ended December 31, 2023 compared to the year ended December 31, 2022. During the year ended December 31, 2022, net cash used in investing activities primarily consisted of acquisitions, net of cash acquired of $708.3 million, purchases of available-for-sale financial investments of $104.7 million, and purchases of property and equipment and leasehold improvements of $59.8 million, partially offset by proceeds from maturities of available-for-sale financial investments of $51.2 million.Net Cash Flows (Used in) Provided by Financing ActivitiesDuring the year ended December 31, 2023, net cash used in financing activities primarily consisted of principal payments of the current portion of long-term debt of $305.0 million, cash dividends on common stock of $223.5 million, and share repurchases of $83.9 million.Net cash flows (used in) provided by financing activities were ($656.1) million and $81.7 million for the years ended December 31, 2023 and 2022, respectively. The variance is primarily due to the change in proceeds from the long-term debt issuance and the change in principal repayments of long-term debt, partially offset by the change in payments of contingent consideration related to acquisitions.Net cash flows provided by financing activities totaled $81.7 million for the year ended December 31, 2022. During the year ended December 31, 2022, net cash provided by financing activities primarily consisted of proceeds from the long-term debt issuance of $663.6 million, partially offset by principal repayments of long-term debt of $220.0 million, cash dividends on common stock, share repurchases, and payments of contingent consideration related to acquisitions.Net cash flows used in financing activities totaled $200.3 million for the year ended December 31, 2021. 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.95 Table of Contents Table of Contents Table of Contents Net cash provided by operating activities was $416.1 million higher than net income for the fiscal year ended December 31, 2022. The variance is primarily attributable to the adjustment for goodwill impairment of $460.9 million, the adjustment for depreciation and amortization expense of $166.8 million, and the change in Section 31 fees payable of $106.3 million, partially offset by the change in restricted cash and cash equivalents of $217.5 million, driven by the change in margin and clearing funds related to Cboe Clear Europe for the year ended December 31, 2022, and the benefit for deferred income taxes of $155.7 million.Net cash provided by operating activities was $651.1 million and $596.8 million for the years ended December 31, 2022 and 2021, respectively. The change in net cash flows provided by operating activities was primarily due to the adjustment for goodwill impairment and the change in Section 31 fees payable, partially offset by the change in net income, the change in restricted cash and cash equivalents, driven by margin deposits and clearing funds related to Cboe Clear Europe, the change in benefit for deferred income taxes, and the change in accounts receivable.Net Cash Flows Used in Investing ActivitiesDuring the year ended December 31, 2023, net cash used in investing activities primarily consisted of purchases of available-for-sale financial investments of $89.8 million, contributions to investments of $57.1 million, and purchases of property and equipment and leasehold improvements of $45.0 million, partially offset by proceeds from maturities of available-for-sale financial investments of $135.7 million. Net cash flows used in investing activities were $55.1 million and $835.1 million for the years ended December 31, 2023 and 2022, respectively. The variance is primarily due to the change in acquisitions, net of cash acquired, and the change in proceeds from maturities of available-for-sale financial investments, partially offset by the change in contributions to investments for the year ended December 31, 2023 compared to the year ended December 31, 2022. During the year ended December 31, 2022, net cash used in investing activities primarily consisted of acquisitions, net of cash acquired of $708.3 million, purchases of available-for-sale financial investments of $104.7 million, and purchases of property and equipment and leasehold improvements of $59.8 million, partially offset by proceeds from maturities of available-for-sale financial investments of $51.2 million.Net Cash Flows (Used in) Provided by Financing ActivitiesDuring the year ended December 31, 2023, net cash used in financing activities primarily consisted of principal payments of the current portion of long-term debt of $305.0 million, cash dividends on common stock of $223.5 million, and share repurchases of $83.9 million.Net cash flows (used in) provided by financing activities were ($656.1) million and $81.7 million for the years ended December 31, 2023 and 2022, respectively. The variance is primarily due to the change in proceeds from the long-term debt issuance and the change in principal repayments of long-term debt, partially offset by the change in payments of contingent consideration related to acquisitions.Net cash flows provided by financing activities totaled $81.7 million for the year ended December 31, 2022. During the year ended December 31, 2022, net cash provided by financing activities primarily consisted of proceeds from the long-term debt issuance of $663.6 million, partially offset by principal repayments of long-term debt of $220.0 million, cash dividends on common stock, share repurchases, and payments of contingent consideration related to acquisitions.Net cash flows used in financing activities totaled $200.3 million for the year ended December 31, 2021. 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 provided by operating activities was $416.1 million higher than net income for the fiscal year ended December 31, 2022. The variance is primarily attributable to the adjustment for goodwill impairment of $460.9 million, the adjustment for depreciation and amortization expense of $166.8 million, and the change in Section 31 fees payable of $106.3 million, partially offset by the change in restricted cash and cash equivalents of $217.5 million, driven by the change in margin and clearing funds related to Cboe Clear Europe for the year ended December 31, 2022, and the benefit for deferred income taxes of $155.7 million. Net cash provided by operating activities was $651.1 million and $596.8 million for the years ended December 31, 2022 and 2021, respectively. The change in net cash flows provided by operating activities was primarily due to the adjustment for goodwill impairment and the change in Section 31 fees payable, partially offset by the change in net income, the change in restricted cash and cash equivalents, driven by margin deposits and clearing funds related to Cboe Clear Europe, the change in benefit for deferred income taxes, and the change in accounts receivable." }, { "status": "REMOVED", "current_title": null, "prior_title": "Net Cash Flows Used in Investing Activities", "prior_body": "During the year ended December 31, 2023, net cash used in investing activities primarily consisted of purchases of available-for-sale financial investments of $89.8 million, contributions to investments of $57.1 million, and purchases of property and equipment and leasehold improvements of $45.0 million, partially offset by proceeds from maturities of available-for-sale financial investments of $135.7 million. Net cash flows used in investing activities were $55.1 million and $835.1 million for the years ended December 31, 2023 and 2022, respectively. The variance is primarily due to the change in acquisitions, net of cash acquired, and the change in proceeds from maturities of available-for-sale financial investments, partially offset by the change in contributions to investments for the year ended December 31, 2023 compared to the year ended December 31, 2022. During the year ended December 31, 2022, net cash used in investing activities primarily consisted of acquisitions, net of cash acquired of $708.3 million, purchases of available-for-sale financial investments of $104.7 million, and purchases of property and equipment and leasehold improvements of $59.8 million, partially offset by proceeds from maturities of available-for-sale financial investments of $51.2 million." }, { "status": "REMOVED", "current_title": null, "prior_title": "Net Cash Flows (Used in) Provided by Financing Activities", "prior_body": "During the year ended December 31, 2023, net cash used in financing activities primarily consisted of principal payments of the current portion of long-term debt of $305.0 million, cash dividends on common stock of $223.5 million, and share repurchases of $83.9 million. Net cash flows (used in) provided by financing activities were ($656.1) million and $81.7 million for the years ended December 31, 2023 and 2022, respectively. The variance is primarily due to the change in proceeds from the long-term debt issuance and the change in principal repayments of long-term debt, partially offset by the change in payments of contingent consideration related to acquisitions. Net cash flows provided by financing activities totaled $81.7 million for the year ended December 31, 2022. During the year ended December 31, 2022, net cash provided by financing activities primarily consisted of proceeds from the long-term debt issuance of $663.6 million, partially offset by principal repayments of long-term debt of $220.0 million, cash dividends on common stock, share repurchases, and payments of contingent consideration related to acquisitions. Net cash flows used in financing activities totaled $200.3 million for the year ended December 31, 2021. 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 $110.0 million. 95 95 Table of ContentsFinancial Assets The following summarizes our financial assets excluding margin deposits, clearing funds, and interoperability funds as of December 31, 2023, 2022 and 2021 (in millions): ​​​​​​​​​​​​As of December 31,​ 2023 2022 2021Cash and cash equivalents​$ 543.2​$ 432.7​$ 341.9Financial investments​ 57.5​ 91.7​ 37.1Less deferred compensation plan assets​​ (36.7)​​ (27.5)​​ (28.0)Less cash collected for Section 31 fees​​ (30.5)​​ (93.7)​​ (25.9)Adjusted cash (1)​$ 533.5​$ 403.2​$ 325.1(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.Debt​The following summarizes our debt obligations as of December 31, 2023, 2022 and 2021 (in millions): ​​​​​​​​​​​​As of December 31,​ 2023 2022 2021Term Loan Agreement​$ —​$ 305.0​$ 160.03.650% Senior Notes​ 650.0​ 650.0​ 650.01.625% Senior Notes​​ 500.0​​ 500.0​​ 500.03.000% Senior Notes​​ 300.0​​ 300.0​​ —Revolving Credit Agreement​​ —​​ —​​ —Cboe Clear Europe Credit Facility​​ —​​ —​​ —Less unamortized discount and debt issuance costs​​ (10.8)​​ (13.0)​​ (10.7)Total debt​$ 1,439.2​$ 1,742.0​$ 1,299.3​At December 31, 2023, we were in compliance with the covenants of our debt agreements. In addition to the debt outstanding, as of December 31, 2023, we had an additional $400.0 million available through our revolving credit facility, with the ability to borrow another $200.0 million by increasing the commitments under the facility, subject to the agreement of the applicable lenders. Together with adjusted cash, we had nearly $1.0 billion available to fund our operations, capital expenditures, potential acquisitions, debt repayments and any dividends, net of minimum regulatory capital requirements of $145.7 million, which are subject to potential applicable regulatory restrictions and approvals and potential associated tax costs, as of December 31, 2023. DividendsThe 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 ProgramIn 2011, the Board of Directors approved an initial authorization for the Company to repurchase shares of its outstanding common stock of $100 million and subsequently approved additional authorizations, for a total authorization of $1.8 billion. The program permits the Company to purchase shares through a variety of methods, including in the open market or through privately negotiated transactions, in accordance with applicable securities laws. It does not obligate the 96 Table of Contents Table of Contents Table of Contents Financial Assets The following summarizes our financial assets excluding margin deposits, clearing funds, and interoperability funds as of December 31, 2023, 2022 and 2021 (in millions): ​​​​​​​​​​​​As of December 31,​ 2023 2022 2021Cash and cash equivalents​$ 543.2​$ 432.7​$ 341.9Financial investments​ 57.5​ 91.7​ 37.1Less deferred compensation plan assets​​ (36.7)​​ (27.5)​​ (28.0)Less cash collected for Section 31 fees​​ (30.5)​​ (93.7)​​ (25.9)Adjusted cash (1)​$ 533.5​$ 403.2​$ 325.1(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.Debt​The following summarizes our debt obligations as of December 31, 2023, 2022 and 2021 (in millions): ​​​​​​​​​​​​As of December 31,​ 2023 2022 2021Term Loan Agreement​$ —​$ 305.0​$ 160.03.650% Senior Notes​ 650.0​ 650.0​ 650.01.625% Senior Notes​​ 500.0​​ 500.0​​ 500.03.000% Senior Notes​​ 300.0​​ 300.0​​ —Revolving Credit Agreement​​ —​​ —​​ —Cboe Clear Europe Credit Facility​​ —​​ —​​ —Less unamortized discount and debt issuance costs​​ (10.8)​​ (13.0)​​ (10.7)Total debt​$ 1,439.2​$ 1,742.0​$ 1,299.3​At December 31, 2023, we were in compliance with the covenants of our debt agreements. In addition to the debt outstanding, as of December 31, 2023, we had an additional $400.0 million available through our revolving credit facility, with the ability to borrow another $200.0 million by increasing the commitments under the facility, subject to the agreement of the applicable lenders. Together with adjusted cash, we had nearly $1.0 billion available to fund our operations, capital expenditures, potential acquisitions, debt repayments and any dividends, net of minimum regulatory capital requirements of $145.7 million, which are subject to potential applicable regulatory restrictions and approvals and potential associated tax costs, as of December 31, 2023. DividendsThe 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 ProgramIn 2011, the Board of Directors approved an initial authorization for the Company to repurchase shares of its outstanding common stock of $100 million and subsequently approved additional authorizations, for a total authorization of $1.8 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" }, { "status": "REMOVED", "current_title": null, "prior_title": "Financial Assets", "prior_body": "The following summarizes our financial assets excluding margin deposits, clearing funds, and interoperability funds as of December 31, 2023, 2022 and 2021 (in millions): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​" }, { "status": "REMOVED", "current_title": null, "prior_title": "As of December 31,", "prior_body": "​ ​ 2023 2022 2021 Reconciliation of cash, cash equivalents, and restricted cash and cash equivalents: ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash and cash equivalents ​ $ 543.2 ​ $ 432.7 ​ $ 341.9 Restricted cash and cash equivalents (margin deposits, clearing funds, and interoperability funds) ​ ​ 834.8 ​ ​ 530.3 ​ ​ 745.9 Restricted cash and cash equivalents (included in other current assets) ​ ​ 5.1 ​ ​ 4.2 ​ ​ 4.4 Customer bank deposits (included in margin deposits, clearing funds, and interoperability funds) ​ ​ 14.0 ​ ​ 12.7 ​ ​ — Total ​ $ 1,397.1 ​ $ 979.9 ​ $ 1,092.2 ​" }, { "status": "REMOVED", "current_title": null, "prior_title": "As of December 31,", "prior_body": "​ ​ 2023 2022 2021 Reconciliation of cash, cash equivalents, and restricted cash and cash equivalents: ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash and cash equivalents ​ $ 543.2 ​ $ 432.7 ​ $ 341.9 Restricted cash and cash equivalents (margin deposits, clearing funds, and interoperability funds) ​ ​ 834.8 ​ ​ 530.3 ​ ​ 745.9 Restricted cash and cash equivalents (included in other current assets) ​ ​ 5.1 ​ ​ 4.2 ​ ​ 4.4 Customer bank deposits (included in margin deposits, clearing funds, and interoperability funds) ​ ​ 14.0 ​ ​ 12.7 ​ ​ — Total ​ $ 1,397.1 ​ $ 979.9 ​ $ 1,092.2 ​" }, { "status": "REMOVED", "current_title": null, "prior_title": "Share Repurchase Program", "prior_body": "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 subsequently approved additional authorizations, for a total authorization of $1.8 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. Under the program, for the year ended December 31, 2023, the Company repurchased 661,721 shares of common stock at an average cost per share of $126.80, totaling $83.9 million. Since inception of the program through December 31, 2023, the Company has repurchased 19,610,088 shares of common stock at an average cost per share of $72.21, totaling $1.4 billion. As of December 31, 2023, the Company had $384.0 million of availability remaining under its existing share repurchase authorizations. ​ 64 64 Table of ContentsThe table below shows the purchases of equity securities by the Company which settled during the three months ended December 31, 2023, reflecting the purchase of common stock under the Company's share repurchase program:​​​​​​​​​​​​​​​​​​​Total Number of ​Approximate Dollar​​​​​​​Shares Purchased ​Value of Shares that May​​​​​​​as Part of Publicly ​Yet Be Purchased Under​​Total Number of​Average Price​Announced Plans​the Plans or ProgramsPeriod Shares Purchased Paid per Share or Programs (in millions)October 1 to October 31, 2023​ —​$ —​ —​$ 389.8November 1 to November 30, 2023​ —​​ —​ —​​ 389.8December 1 to December 31, 2023​ 33,507​​ 173.59​ 33,507​​ 384.0Total​ 33,507​$ 173.59​ 33,507​​​​​Purchase of common stock from employeesDuring the fiscal quarter ended December 31, 2023, we purchased shares from employees in connection with the settlement of employee tax withholding obligations arising from the vesting of restricted stock units and restricted stock awards. The table below represents repurchases made by or on behalf of us or any “affiliated purchaser” of our common stock during the fiscal quarter ended December 31, 2023:​​​​​​​​Total number of shares​Average price paidPeriod​purchased​per shareOctober 1 to October 31, 2023​ —​$ —November 1 to November 30, 2023​ 243​​ 176.66December 1 to December 31, 2023​ 52​​ 134.03Total​ 295​​ 169.18​​65 Table of Contents Table of Contents Table of Contents The table below shows the purchases of equity securities by the Company which settled during the three months ended December 31, 2023, reflecting the purchase of common stock under the Company's share repurchase program:​​​​​​​​​​​​​​​​​​​Total Number of ​Approximate Dollar​​​​​​​Shares Purchased ​Value of Shares that May​​​​​​​as Part of Publicly ​Yet Be Purchased Under​​Total Number of​Average Price​Announced Plans​the Plans or ProgramsPeriod Shares Purchased Paid per Share or Programs (in millions)October 1 to October 31, 2023​ —​$ —​ —​$ 389.8November 1 to November 30, 2023​ —​​ —​ —​​ 389.8December 1 to December 31, 2023​ 33,507​​ 173.59​ 33,507​​ 384.0Total​ 33,507​$ 173.59​ 33,507​​​​​Purchase of common stock from employeesDuring the fiscal quarter ended December 31, 2023, we purchased shares from employees in connection with the settlement of employee tax withholding obligations arising from the vesting of restricted stock units and restricted stock awards. The table below represents repurchases made by or on behalf of us or any “affiliated purchaser” of our common stock during the fiscal quarter ended December 31, 2023:​​​​​​​​Total number of shares​Average price paidPeriod​purchased​per shareOctober 1 to October 31, 2023​ —​$ —November 1 to November 30, 2023​ 243​​ 176.66December 1 to December 31, 2023​ 52​​ 134.03Total​ 295​​ 169.18​​ The table below shows the purchases of equity securities by the Company which settled during the three months ended December 31, 2023, reflecting the purchase of common stock under the Company's share repurchase program: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​" }, { "status": "REMOVED", "current_title": null, "prior_title": "Lease and Obligations", "prior_body": "The Company currently leases additional office space, data centers and remote network operations center, with lease terms remaining from 1 month to 162 months as of December 31, 2023. Total rent expense related to current and former lease obligations for the years ended December 31, 2023, 2022 and 2021 totaled $34.5 million, $30.0 million and $25.6 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 $848.8 million in margin deposits, clearing funds, and interoperability funds related to Cboe Clear Europe and Cboe Clear Digital. Clearing participants of Cboe Clear Europe 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 Cboe Clear Europe and Cboe Clear Digital and the margin deposits, clearing funds, and interoperability funds. Future minimum payments under these leases and agreements were as follows as of December 31, 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​" }, { "status": "REMOVED", "current_title": null, "prior_title": "Payments Due by Period", "prior_body": "​ ​ ​ ​ ​ ​ Less than ​ ​ More than ​ Total ​ 1 year ​ 1 year" }, { "status": "REMOVED", "current_title": null, "prior_title": "Contractual Obligations", "prior_body": "​ ​ Operating leases ​ $ 188.1 ​ $ 26.6 ​ $ 161.5 Purchase obligations ​ ​ 863.5 ​ ​ 77.5 ​ ​ 786.0 Principal payments of debt ​ 1,450.0 ​ — ​ 1,450.0 Interest payments on debt ​ 561.6 ​ 40.9 ​ 520.7 Total ​ $ 3,063.2 ​ $ 145.0 ​ $ 2,918.2" }, { "status": "REMOVED", "current_title": null, "prior_title": "Commercial Commitments and Contractual Obligations", "prior_body": "As of December 31, 2023, our commercial commitments and contractual obligations included operating leases, data and telecommunications agreements, equipment leases, our long-term debt outstanding, contingent considerations, 97 97" }, { "status": "MODIFIED", "current_title": "A significant portion of our operating revenues is generated by our transaction and clearing-based businesses. If the amount of trading volume on our markets or clearing volume decreases, or the product mix shifts to lower revenue products, our revenues from transaction and clearing fees will most likely decrease.", "prior_title": "A significant portion of our operating revenues is generated by our transaction and clearing-based business. If the amount of trading volume on our markets or clearing volume decreases, or the product mix shifts to lower revenue products, our revenues from transaction and clearing fees will most likely decrease.", "similarity_score": 0.919, "confidence": "high", "key_changes": [ "Reworded sentence: \"In 2024, approximately 73% of our revenues less cost of revenues were generated by our transaction and clearing-based business and is heavily oriented towards U.S.\"", "Reworded sentence: \"If the amount of trading volume on our Exchanges, Cboe Digital Exchange, CFE, BIDS Trading, Cboe Canada Inc., notional value traded on Cboe FX, Cboe SEF, Cboe Europe Equities and Derivatives, Cboe Australia, and Cboe Japan or clearing volumes at Cboe Clear Europe or Cboe Clear U.S.\"", "Reworded sentence: \"If our equities trading volume decreases, including as a result of the Volume Based Proposal's proposed prohibition on volume-based agency tiers in the equities markets, or options trading volume shifts to our lower revenue per contract products, our revenues from transaction fees will most likely decrease.\"" ], "current_body": "In 2024, approximately 73% of our revenues less cost of revenues were generated by our transaction and clearing-based business and is heavily oriented towards U.S. index and equity options. This business is dependent on our ability to attract and maintain order flow, both in absolute terms and relative to other market centers. If the amount of trading volume on our Exchanges, Cboe Digital Exchange, CFE, BIDS Trading, Cboe Canada Inc., notional value traded on Cboe FX, Cboe SEF, Cboe Europe Equities and Derivatives, Cboe Australia, and Cboe Japan or clearing volumes at Cboe Clear Europe or Cboe Clear U.S. decrease, we are likely to see a decrease in fees. Our total trading or clearing volumes could decline if our market participants reduce their trading or clearing activity for any reason, such as: •heightened capital or margin requirements; •transaction, sales, or other tax; •regulatory or legislative actions; •reduced need to trade due to changes in volatility and/or passive investment trends; •reduced access to capital required to fund trading activities; •consolidation among market participants; •suspensions of open outcry trading; or •significant market disruptions. 31 31 31 Table of Contents Table of Contents Over the past few years, a number of legislative actions have been taken, both domestically and internationally, or actions by other third parties that may cause market participants to be subject to increased capital or margin requirements and additional compliance burdens. These actions, including MiFID II, MiFIR, a recent OCC margin requirement proposal, and the equity market structure rules and proposals, may incentivize trading away from our markets or cause market participants to reduce trading activity on or routing to our markets. In addition, the transaction fees generated are different based on type of product and other factors, including the type of customer and certain volume discounts. If our equities trading volume decreases, including as a result of the Volume Based Proposal's proposed prohibition on volume-based agency tiers in the equities markets, or options trading volume shifts to our lower revenue per contract products, our revenues from transaction fees will most likely decrease. We can offer no assurance that we would be able to reduce our costs to match the amount of any such decrease.", "prior_body": "In 2023, approximately 71.2% of our revenues less cost of revenues were generated by our transaction and clearing-based business. This business is dependent on our ability to attract and maintain order flow, both in absolute terms and relative to other market centers. If the amount of trading volume on our Exchanges, Cboe Digital Exchange, CFE, BIDS Trading, Cboe Canada Inc., notional value traded on Cboe FX, Cboe SEF, Cboe Europe Equities and Derivatives, Cboe Australia, and Cboe Japan or clearing volumes at Cboe Clear Europe or Cboe Clear Digital decrease, we are likely to see a decrease in fees. Our total trading or clearing volumes could decline if our market participants reduce their trading or clearing activity for any reason, such as: Over the past few years, a number of legislative actions have been taken, both domestically and internationally, that may cause market participants to be subject to increased capital requirements and additional compliance burdens. These actions, including MiFID II, MiFIR, and the new equity market structure proposals, may incentivize trading away from our markets or cause market participants to reduce trading activity on or routing to our markets. In addition, the transaction fees generated are different based on type of product and other factors, including the type of customer and certain volume discounts. If the amount of our trading volume decreases, including as a result of the Volume Based Proposal proposed prohibition on volume-based agency tiers, or the mix traded shifts to our lower revenue per contract products, our revenues from transaction fees will most likely decrease. We can offer no assurance that we would be able to reduce our costs to match the amount of any such decrease." }, { "status": "MODIFIED", "current_title": "Our ability to implement or amend rules could be limited or delayed by required regulatory review processes, which could negatively affect our ability to implement needed changes.", "prior_title": "Our ability to implement or amend rules could be limited or delayed because of regulation, which could negatively affect our ability to implement needed changes.", "similarity_score": 0.919, "confidence": "high", "key_changes": [ "Reworded sentence: \"Also, the CFTC may stay or disapprove rules that we file with it for Cboe Clear U.S., Cboe Digital Exchange, CFE, or Cboe SEF.\"" ], "current_body": "Our Exchanges registered with the SEC must submit proposed rule changes to the SEC for its review and, in many cases, its approval. Even where a proposed rule change may be effective upon filing with the SEC, the SEC retains the right to suspend and disapprove such a rule change. Also, the CFTC may stay or disapprove rules that we file with it for Cboe Clear U.S., Cboe Digital Exchange, CFE, or Cboe SEF. The rule review process can be lengthy and can significantly delay the implementation of proposed rule changes that we believe are necessary to the operation of our markets. If the SEC or CFTC delays, including because of a government shutdown, or does not allow one of our Exchanges to implement a rule change, this could negatively affect our ability to make needed changes or implement business activities. Similarly, the SEC must approve amendments to our exchange subsidiaries’ certificates of incorporation and bylaws as well as certain amendments to the certificate of incorporation and bylaws of Cboe Global Markets. The SEC may decide not to approve a proposed amendment or may delay such approval in a manner that could negatively affect our ability to make a desired change, which could prevent or delay us from improving the operations of our markets or recognize income from new products.", "prior_body": "Our Exchanges registered with the SEC must submit proposed rule changes to the SEC for its review and, in many cases, its approval. Even where a proposed rule change may be effective upon filing with the SEC, the SEC retains the right to suspend and disapprove such a rule change. Also, the CFTC may stay or disapprove rules that we file with it for Cboe Digital futures exchange and clearinghouse, CFE, or Cboe SEF. The rule review process can be lengthy and can significantly delay the implementation of proposed rule changes that we believe are necessary to the operation of our markets. If the SEC or CFTC delays, including because of a government shutdown, or does not allow one of our Exchanges to implement a rule change, this could negatively affect our ability to make needed changes or implement business activities. Similarly, the SEC must approve amendments to our exchange subsidiaries’ certificates of incorporation and bylaws as well as certain amendments to the certificate of incorporation and bylaws of Cboe Global Markets. The SEC may decide not to approve a proposed amendment or may delay such approval in a manner that could negatively affect our ability to make a desired change, which could prevent or delay us from improving the operations of our markets or recognize income from new products." }, { "status": "MODIFIED", "current_title": "Financial or other problems experienced by third parties could have an adverse effect on our business.", "prior_title": "Financial or other problems experienced by third parties could have an adverse effect on our business.", "similarity_score": 0.867, "confidence": "high", "key_changes": [ "Reworded sentence: \"For additional credit risks related to our clearinghouse operations, see the Risk Factor “Our clearinghouse operations expose us to associated risks, including credit, liquidity, market and other risks related to the defaults of clearing participants and other counterparties and risks related to investing of collateral.” In addition, with respect to orders Cboe Trading routes to other markets for execution on behalf of our customers, Cboe Trading is exposed to counterparty credit risk in the case of failure to perform on the part of our routing and clearing firms that are involved in processing equities and options transactions on our behalf, as well as failure on the part of such brokers to pass back any transactional rebates.\"", "Reworded sentence: \"As a result, Cboe Clear Europe guarantees the timely performance of the 39 39 39 Table of Contents Table of Contents settlement obligations of buyers and sellers and takes on the risk of the performance of the transactions that it clears.\"", "Reworded sentence: \"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.\"", "Reworded sentence: \"With respect to trades in digital asset futures occurring on Cboe Digital Exchange, we deliver matched trades of our customers to Cboe Clear U.S., which acts as a central counterparty on all transactions occurring on Cboe Digital Exchange and, as such, guarantees clearance and settlement of all of those matched futures trades.\"", "Reworded sentence: \"equity transactions, Cboe Trading has counterparty credit risk exposure to Wedbush and Morgan Stanley related to clearing until the trade has been processed and validated by the NSCC on the trade date.\"" ], "current_body": "We are exposed to credit risk from third parties, including customers, clearing agents and counterparties. For example, we are exposed to credit risk for transaction fees we bill to customers on a monthly basis in arrears. Our customers and other third parties may default on their obligations to us due to a lack of liquidity, operational failure, bankruptcy or other reasons. For additional credit risks related to our clearinghouse operations, see the Risk Factor “Our clearinghouse operations expose us to associated risks, including credit, liquidity, market and other risks related to the defaults of clearing participants and other counterparties and risks related to investing of collateral.” In addition, with respect to orders Cboe Trading routes to other markets for execution on behalf of our customers, Cboe Trading is exposed to counterparty credit risk in the case of failure to perform on the part of our routing and clearing firms that are involved in processing equities and options transactions on our behalf, as well as failure on the part of such brokers to pass back any transactional rebates. Wedbush and Morgan Stanley guarantee equity trades until the trade has been submitted to and validated by NSCC, after which time NSCC provides a guarantee until the trade settles (T+1). Thus, Cboe Trading is potentially exposed to credit risk to the counterparty to an equity trade routed to another market center until the trade has been processed and validated by NSCC on the trade date in the event that Wedbush or Morgan Stanley fails to perform. Additionally, BIDS Trading has counterparty credit risk exposure to BOA related to clearing until the trade has been processed and validated by the NSCC on the trade date. 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 reports of matched trades of our customers to CDS, which acts as a central counterparty on all transactions occurring on Cboe Canada Inc. and, as such, guarantees clearance and settlement of all of our matched Canadian equities trades. With respect to trades in options and futures occurring on Cboe Europe Derivatives, Cboe Clear Europe acts as a central counterparty that, for its clearing participants, becomes the buyer to every seller and the seller to every buyer. As a result, Cboe Clear Europe guarantees the timely performance of the 39 39 39 Table of Contents Table of Contents settlement obligations of buyers and sellers and takes on the risk of the performance of the transactions that it clears. 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 JSCC, 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. With respect to trades in digital asset futures occurring on Cboe Digital Exchange, we deliver matched trades of our customers to Cboe Clear U.S., which acts as a central counterparty on all transactions occurring on Cboe Digital Exchange and, as such, guarantees clearance and settlement of all of those matched futures trades. With respect to routed U.S. equity transactions, Cboe Trading has counterparty credit risk exposure to Wedbush and Morgan Stanley related to clearing until the trade has been processed and validated by the NSCC on the trade date. Cboe Trading uses Wedbush to clear trades routed through affiliates of Bank of America Corporation as well as for trades routed directly to other exchanges and optionally dark pools. Morgan Stanley clears trades routed through the Morgan Stanley routing brokers and also clears executions routed to most dark pools. Cboe Trading maintains counterparty credit risk exposure from routing brokers with respect to rebates earned until completion of the routing brokers next invoice cycle following the execution. With respect to U.S. listed equity and exchange traded product options, Cboe Trading is subject to counterparty credit risk exposure with respect to rebates earned from routing brokers until completion of the routing brokers’ next invoice cycle following the execution. Our exposure to credit risk may be further impacted by volatile securities markets that may affect the ability of our customers, counterparties and other third parties to satisfy their obligations to us. Moreover, we may not be successful in managing our credit risk through mitigating measures, policies, safeguards and risk management procedures, reporting and control procedures or by maintaining credit standards. Any losses arising from such defaults or other credit losses could materially adversely affect our financial condition, and operating results. While neither Cboe FX nor Cboe SEF has direct counterparty risk, Cboe FX or Cboe SEF may suffer a decrease in transaction volume if a bank or prime broker experiences an event that causes other prime brokers to decrease or revoke the credit available to the prime broker experiencing the event. Therefore, Cboe FX and Cboe SEF may have risk that is related to the credit of the banks and prime brokers that trade spot FX on the Cboe FX platform, or NDFs on Cboe SEF.", "prior_body": "We are exposed to credit risk from third parties, including customers, clearing agents and counterparties. For example, we are exposed to credit risk for transaction fees we bill to customers on a monthly basis in arrears. Our customers and other third parties may default on their obligations to us due to a lack of liquidity, operational failure, bankruptcy or other reasons. For additional credit risks related to our clearinghouse operations, see the Risk Factor “Our clearinghouse operations expose us to associated risks, including credit, liquidity, market and other risks related to the defaults of clearing participants and other counterparties and risks related to investing of collateral” In addition, with respect to orders Cboe Trading routes to other markets for execution on behalf of our customers, Cboe Trading is exposed to counterparty credit risk in the case of failure to perform on the part of our routing and clearing firms that are involved in processing equities and options transactions on our behalf, as well as failure on the part of such brokers to pass back any transactional rebates. Wedbush and Morgan Stanley guarantee equity trades until one day after the trade date, after which time NSCC provides a guarantee. Thus, Cboe Trading is potentially exposed to credit risk to the counterparty to an equity trade routed to another market center between the trade date and one day after the trade date in the event that Wedbush or Morgan Stanley fails to perform. Additionally, BIDS Trading has counterparty credit risk exposure to BOA related to clearing until the day following the trade date, after which time NSCC provides a guarantee. 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 reports of matched trades of our customers to CDS, which acts as a central counterparty on all transactions occurring on Cboe Canada Inc. and, as such, guarantees clearance and settlement of all of our matched Canadian equities trades. With respect to trades in options and futures occurring on Cboe Europe Derivatives, Cboe Clear Europe acts as a central counterparty that, for its clearing participants, becomes the buyer to every seller and the seller to every buyer. As a result, Cboe Clear Europe guarantees the timely performance of the settlement obligations of buyers and sellers and takes on the risk of the performance of the transactions that it clears. 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 46 46 Table of Contentssettlement on all of our matched trades in Australia. With respect to Japanese equities, we deliver matched trades of our customers to the JSCC, 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. With respect to trades in digital assets occurring on Cboe Digital Exchange, we deliver matched trades of our customers to Cboe Clear Digital, which acts as a central counterparty on all transactions occurring on Cboe Digital Exchange and, as such, guarantees clearance and settlement of all of those matched spot and futures trades.With respect to routed U.S. equity transactions, Cboe Trading has counterparty credit risk exposure to Wedbush and Morgan Stanley related to clearing until the day following the trade date. Cboe Trading uses Wedbush to clear trades routed through affiliates of Bank of America Corporation as well as for trades routed directly to other exchanges and optionally dark pools. Morgan Stanley clears trades routed through the Morgan Stanley routing brokers and also clears executions routed to most dark pools. Cboe Trading maintains counterparty credit risk exposure from routing brokers with respect to rebates earned until completion of the routing brokers next invoice cycle following the execution.With respect to U.S. listed equity and exchange traded product options, Cboe Trading is subject to counterparty credit risk exposure with respect to rebates earned from routing brokers until completion of the routing brokers’ next invoice cycle following the execution. Our exposure to credit risk may be further impacted by volatile securities markets that may affect the ability of our customers, counterparties and other third parties to satisfy their obligations to us. Moreover, we may not be successful in managing our credit risk through mitigating measures, policies, safeguards and risk management procedures, reporting and control procedures or by maintaining credit standards. Any losses arising from such defaults or other credit losses could materially adversely affect our financial condition and operating results. While neither Cboe FX nor Cboe SEF has direct counterparty risk, Cboe FX or Cboe SEF may suffer a decrease in transaction volume if a bank or prime broker experiences an event that causes other prime brokers to decrease or revoke the credit available to the prime broker experiencing the event. Therefore, Cboe FX and Cboe SEF may have risk that is related to the credit of the banks and prime brokers that trade spot FX on the Cboe FX platform, or NDFs on Cboe SEF. We may be required to assume ownership of a position in securities in connection with our order routing service, which could subject us to trading losses when our broker-dealer disposes of that position.We offer a smart-order routing service through our broker-dealer subsidiary, Cboe Trading, which provides its customers with access to other market centers when we route their orders to those market centers for execution. In connection with this service, we may assume ownership of a position in securities. This may occur, for example, when a market center to which we have routed a customer’s order experiences systemic issues and is unable to determine the status of that order. When this happens, we may make a business decision to provide a cancellation notice to our customer, relieving our customer of any liability with respect to the order. We may be informed later, however, that the order was executed at the market center to which we routed it, in which case Cboe Trading would be required to take ownership of that securities position. Our third party clearing brokers maintain error accounts on behalf of Cboe Trading into which such positions settle, and we require the respective clearing broker to trade out of those positions as expeditiously as possible, which could result in our incurring trading losses.We selectively explore acquisition opportunities and strategic alliances relating to other businesses, products or technologies. We may not be successful in integrating other businesses, products or technologies with our business. Any such transaction also may not produce the results we anticipate, which could materially adversely affect our business, financial condition and operating results.We selectively explore and pursue acquisition and other opportunities to strengthen our business and grow our Company. We may enter into business combination transactions, make acquisitions or enter into strategic partnerships, joint ventures or alliances, any of which may be material. The market for acquisition targets and strategic alliances is highly competitive, which could make it more difficult to find appropriate merger or acquisition opportunities. If we are required to raise capital by incurring debt or issuing additional equity for any reason in connection with a strategic acquisition or investment, financing may not be available or the terms of such financing may not be favorable to us and our stockholders, whose interests may be diluted by the issuance of additional stock. For example, in 2022 we completed our acquisitions of Cboe Digital, an operator of a U.S. based digital asset spot market, a regulated futures exchange and a regulated clearinghouse, and Aequitas Innovations Inc. and Neo Exchange Inc., which at the time were recognized Canadian securities exchanges. In 2021 we purchased Cboe Asia Pacific, a 47 Table of Contents Table of Contents Table of Contents settlement on all of our matched trades in Australia. With respect to Japanese equities, we deliver matched trades of our customers to the JSCC, 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. With respect to trades in digital assets occurring on Cboe Digital Exchange, we deliver matched trades of our customers to Cboe Clear Digital, which acts as a central counterparty on all transactions occurring on Cboe Digital Exchange and, as such, guarantees clearance and settlement of all of those matched spot and futures trades.With respect to routed U.S. equity transactions, Cboe Trading has counterparty credit risk exposure to Wedbush and Morgan Stanley related to clearing until the day following the trade date. Cboe Trading uses Wedbush to clear trades routed through affiliates of Bank of America Corporation as well as for trades routed directly to other exchanges and optionally dark pools. Morgan Stanley clears trades routed through the Morgan Stanley routing brokers and also clears executions routed to most dark pools. Cboe Trading maintains counterparty credit risk exposure from routing brokers with respect to rebates earned until completion of the routing brokers next invoice cycle following the execution.With respect to U.S. listed equity and exchange traded product options, Cboe Trading is subject to counterparty credit risk exposure with respect to rebates earned from routing brokers until completion of the routing brokers’ next invoice cycle following the execution. Our exposure to credit risk may be further impacted by volatile securities markets that may affect the ability of our customers, counterparties and other third parties to satisfy their obligations to us. Moreover, we may not be successful in managing our credit risk through mitigating measures, policies, safeguards and risk management procedures, reporting and control procedures or by maintaining credit standards. Any losses arising from such defaults or other credit losses could materially adversely affect our financial condition and operating results. While neither Cboe FX nor Cboe SEF has direct counterparty risk, Cboe FX or Cboe SEF may suffer a decrease in transaction volume if a bank or prime broker experiences an event that causes other prime brokers to decrease or revoke the credit available to the prime broker experiencing the event. Therefore, Cboe FX and Cboe SEF may have risk that is related to the credit of the banks and prime brokers that trade spot FX on the Cboe FX platform, or NDFs on Cboe SEF. We may be required to assume ownership of a position in securities in connection with our order routing service, which could subject us to trading losses when our broker-dealer disposes of that position.We offer a smart-order routing service through our broker-dealer subsidiary, Cboe Trading, which provides its customers with access to other market centers when we route their orders to those market centers for execution. In connection with this service, we may assume ownership of a position in securities. This may occur, for example, when a market center to which we have routed a customer’s order experiences systemic issues and is unable to determine the status of that order. When this happens, we may make a business decision to provide a cancellation notice to our customer, relieving our customer of any liability with respect to the order. We may be informed later, however, that the order was executed at the market center to which we routed it, in which case Cboe Trading would be required to take ownership of that securities position. Our third party clearing brokers maintain error accounts on behalf of Cboe Trading into which such positions settle, and we require the respective clearing broker to trade out of those positions as expeditiously as possible, which could result in our incurring trading losses.We selectively explore acquisition opportunities and strategic alliances relating to other businesses, products or technologies. We may not be successful in integrating other businesses, products or technologies with our business. Any such transaction also may not produce the results we anticipate, which could materially adversely affect our business, financial condition and operating results.We selectively explore and pursue acquisition and other opportunities to strengthen our business and grow our Company. We may enter into business combination transactions, make acquisitions or enter into strategic partnerships, joint ventures or alliances, any of which may be material. The market for acquisition targets and strategic alliances is highly competitive, which could make it more difficult to find appropriate merger or acquisition opportunities. If we are required to raise capital by incurring debt or issuing additional equity for any reason in connection with a strategic acquisition or investment, financing may not be available or the terms of such financing may not be favorable to us and our stockholders, whose interests may be diluted by the issuance of additional stock. For example, in 2022 we completed our acquisitions of Cboe Digital, an operator of a U.S. based digital asset spot market, a regulated futures exchange and a regulated clearinghouse, and Aequitas Innovations Inc. and Neo Exchange Inc., which at the time were recognized Canadian securities exchanges. In 2021 we purchased Cboe Asia Pacific, a settlement on all of our matched trades in Australia. With respect to Japanese equities, we deliver matched trades of our customers to the JSCC, 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. With respect to trades in digital assets occurring on Cboe Digital Exchange, we deliver matched trades of our customers to Cboe Clear Digital, which acts as a central counterparty on all transactions occurring on Cboe Digital Exchange and, as such, guarantees clearance and settlement of all of those matched spot and futures trades. With respect to routed U.S. equity transactions, Cboe Trading has counterparty credit risk exposure to Wedbush and Morgan Stanley related to clearing until the day following the trade date. Cboe Trading uses Wedbush to clear trades routed through affiliates of Bank of America Corporation as well as for trades routed directly to other exchanges and optionally dark pools. Morgan Stanley clears trades routed through the Morgan Stanley routing brokers and also clears executions routed to most dark pools. Cboe Trading maintains counterparty credit risk exposure from routing brokers with respect to rebates earned until completion of the routing brokers next invoice cycle following the execution. With respect to U.S. listed equity and exchange traded product options, Cboe Trading is subject to counterparty credit risk exposure with respect to rebates earned from routing brokers until completion of the routing brokers’ next invoice cycle following the execution. Our exposure to credit risk may be further impacted by volatile securities markets that may affect the ability of our customers, counterparties and other third parties to satisfy their obligations to us. Moreover, we may not be successful in managing our credit risk through mitigating measures, policies, safeguards and risk management procedures, reporting and control procedures or by maintaining credit standards. Any losses arising from such defaults or other credit losses could materially adversely affect our financial condition and operating results. While neither Cboe FX nor Cboe SEF has direct counterparty risk, Cboe FX or Cboe SEF may suffer a decrease in transaction volume if a bank or prime broker experiences an event that causes other prime brokers to decrease or revoke the credit available to the prime broker experiencing the event. Therefore, Cboe FX and Cboe SEF may have risk that is related to the credit of the banks and prime brokers that trade spot FX on the Cboe FX platform, or NDFs on Cboe SEF." }, { "status": "MODIFIED", "current_title": "Legislative or regulatory changes affecting our markets could have a material adverse effect on our business, financial condition, and operating results.", "prior_title": "Legislative or regulatory changes affecting our markets could have a material adverse effect on our business, financial condition and operating results.", "similarity_score": 0.859, "confidence": "high", "key_changes": [ "Reworded sentence: \"Changes in regulation by the SEC, CFTC, FCA, DNB, AFM, CIRO, OSC, ASIC, JFSA, JSDA, other domestic and foreign regulators or other government action, including approval by these regulators of rule filings or initiatives by other SROs or entities, including OCC, could materially affect our markets, products and clearinghouse.\"", "Reworded sentence: \"We have also experienced, and we may continue to experience due to changes in administrations in the jurisdictions that we operate and expansion into other asset classes, such as SFT, and geographies, an increase in rulemaking and legislation that could affect our business.\"", "Reworded sentence: \"Each of these proposals have been noticed for public comment, and in 2024, Rule 605 and the Tick Size/Access Fee Cap proposals were approved by the SEC and await implementation.\"", "Reworded sentence: \"As a result, we could experience the loss of a significant number of UK market participants and a significant reduction in trading activity on our options and futures markets, which could have a material adverse effect on our business, financial condition, and operating results.\"", "Reworded sentence: \"As proposed, these new rules may have a material adverse effect on our business, financial condition, and operating results.\"" ], "current_body": "Changes in regulation by the SEC, CFTC, FCA, DNB, AFM, CIRO, OSC, ASIC, JFSA, JSDA, other domestic and foreign regulators or other government action, including approval by these regulators of rule filings or initiatives by other SROs or entities, including OCC, could materially affect our markets, products and clearinghouse. In recent years, the securities and derivatives industries have been subject to regulatory changes as a result of increasing government and public scrutiny of the securities and derivatives industries. We have also experienced, and we may continue to experience due to changes in administrations in the jurisdictions that we operate and expansion into other asset classes, such as SFT, and geographies, an increase in rulemaking and legislation that could affect our business. In particular, in December 2022, the SEC released four proposals that could impact equity market structure: (1) Disclosure of Order Execution Information (Rule 605); (2) Regulation NMS Amendments: Tick Size, Access Fees, and Transparency; (3) Regulation Best Execution; and (4) Proposed Rule to Enhance Order Competition. Each of these proposals have been noticed for public comment, and in 2024, Rule 605 and the Tick Size/Access Fee Cap proposals were approved by the SEC and await implementation. Rule 605 and Tick Size/Access Fee Cap rule may result in increased technology and compliance costs to Cboe. This rule is also likely to result in increased technology and compliance or challenge costs to Cboe, as well as potential adverse impact to Cboe’s trading volume and transaction fee revenue. The SEC has yet to take any additional action on Regulation Best Execution and Order Competition, but if adopted as-is, these proposals could result in market technology changes and additional compliance costs to Cboe, and have a material impact on our business, financial condition, and operating results. Further, on October 18, 2023, the SEC released the Volume Based Proposal and, although the proposed new rules do not appear likely to have a potential near term material impact, the new rules, if adopted as-is, may have a long term material impact on our business, financial condition, and operating results if, for example, there is a reduction of overall volumes, liquidity, or market share on Cboe’s equities exchanges, BZX, BYX, EDGX, and EDGA. See Note 23 (“Commitments, Contingencies, and Guarantees — Legal Proceedings”) for more information. 42 42 42 Table of Contents Table of Contents Under EU and UK regulations, European and UK banks and other European and UK financial institutions become subject to punitive capital charges if they transact options or futures through a third country central counterparty (“CCP”) that is not recognized in the applicable jurisdiction. OCC is recognized as a third country CCP by the EU and is currently operating under the UK’s temporary recognition regime. Although the UK has not issued any equivalency determination with respect to U.S. CCPs, OCC has submitted its application for permanent recognition in the UK. The current deadline for recognition in the UK is December 31, 2025, and may be extended by His Majesty’s Treasury in the future in increments of 12 months each. As a prerequisite to ultimately achieving recognition in the UK, it is possible that OCC could be required by the UK to contribute capital to its default waterfall applicable in the event of clearing member default. This capital could be required to be drawn before the default fund contributions of non-defaulting clearing members in the event that a defaulting clearing member’s margin and other contributions were to be exhausted. OCC’s stockholders, including Cboe Options, could effectively be required to fund this capital. If the UK does not recognize OCC as a third country CCP, then UK market participants that clear through OCC would become subject to punitive capital charges. As a result, we could experience the loss of a significant number of UK market participants and a significant reduction in trading activity on our options and futures markets, which could have a material adverse effect on our business, financial condition, and operating results. The implementation of MiFID II and MiFIR in Europe at the beginning of 2018 has encouraged competition among market centers in Europe. MiFID II and MiFIR have introduced a number of new rules, including enhanced internal organizational and compliance monitoring requirements, which apply directly to European trading venues such as our MTF and RM. The impact of MiFID II and MiFIR is significant, and the increased competition among market centers could reduce trading fees, while increasing our costs of operating in Europe. Additionally, European authorities are currently undertaking a review of MiFID as a result of which new rules may come into effect that could have a material impact on our business. In 2021 the E.C. published proposals for the review of EU market structure, including provisions for a consolidated tape for the EU and changes to the transparency regime for equities. These proposals are expected to be implemented during 2026. As proposed, these new rules may have a material adverse effect on our business, financial condition, and operating results. The legislative and regulatory environment in which the spot FX market operates is evolving and has undergone significant changes in the recent past, and there may be future regulatory changes in the spot FX industry. The FX Global Code was published in 2017, and re-affirmed in 2021, and sets forth standards of conduct agreed by market participants and central banks on a global basis to apply to the wholesale FX market, and the effect of its publication on conduct and future regulation continues to evolve. Cboe FX issued a Statement of Commitment declaring its commitment to conduct its FX market activities in a manner consistent with the principles of the FX Global Code. Amendments to the FX Global Code, changes in the interpretation or enforcement of existing laws and regulations by applicable governmental bodies and regulatory organizations, or the adoption of new legal or regulatory requirements, may also adversely affect our spot FX business. Further, our FX NDF business may also be adversely affected by proposed regulatory changes to the rules governing swap execution facilities. It is also possible that there will be additional legislative, regulatory, and enforcement changes, priorities or efforts in the environment in which we operate, or plan to operate, our businesses. Actions on any of the specific regulatory issues currently under review in the U.S. or internationally and other proposals could have a material impact on our business. In addition, U.S. and foreign legislatures and regulators could impose legislative or regulatory changes that could materially adversely impact the ability of our market participants to use our markets or participate in the securities industry at all. Any such changes could result in the loss of a significant number of market participants or a reduction in trading activity on our markets, either of which could have a material adverse effect on our business, financial condition, and operating results. Changes or proposed changes in regulation may also result in additional costs of compliance and modification of market participants’ trading activity on our Exchanges and markets.", "prior_body": "Changes in regulation by the SEC, CFTC, FCA, Central Bank of the Netherlands (“DNB”), AFM, CIRO, OSC, ASIC, JFSA, JSDA, other domestic and foreign regulators or other government action, including approval by these regulators of rule filings or initiatives by other SROs or entities, including OCC, could materially affect our markets, products and clearinghouse. In recent years, the securities and derivatives industries have been subject to regulatory changes as a result of increasing government and public scrutiny of the securities and derivatives industries. We have also experienced, and we may also experience due to changes in administrations in the jurisdictions that we operate and 49 49 Table of Contentsexpansion into other asset classes, such as the digital asset space or U.S. Treasuries and geographies, an increase in rulemaking and legislation that could affect our business. In particular, in December 2022, the SEC released four proposals that could impact equity market structure: (1) Disclosure of Order Execution Information (Rule 605); (2) Regulation NMS Amendments: Tick Size, Access Fees, and Transparency; (3) Regulation Best Execution; and (4) Proposed Rule to Enhance Order Competition. These proposals have been noticed for public comment. If adopted as-is or additional proposals or changes to the existing equity market structure proposals emerge, we could experience market technology changes, incur additional compliance costs, experience negative impacts on our volumes, liquidity, and fees, all of which could have a material adverse effect on our business, financial condition and operating results. Further, on October 18, 2023, the SEC released the Volume Based Proposal and, although the new rules do not appear likely to have a near term material impact, the new rules may have a long term material impact on our business, financial condition and operating results if, for example, there is a reduction of overall volumes, liquidity, or market share on Cboe’s equities exchanges, BZX, BYX, EDGX, and EDGA.Under EU and UK regulations, European and UK banks and other European and UK financial institutions become subject to punitive capital charges if they transact options or futures through a third country central counterparty (“CCP”) that is not recognized in the applicable jurisdiction. OCC, our clearinghouse for U.S. options and futures, is recognized as a third country CCP by the EU and is currently operating under the UK’s temporary recognition regime. Although the UK has not issued any equivalency determination with respect to U.S. CCPs, OCC has submitted its application for permanent recognition in the UK. The current deadline for recognition in the UK is December 31, 2025, and may be extended by His Majesty’s Treasury in the future in increments of 12 months each. As a prerequisite to ultimately achieving recognition in the UK, it is possible that OCC could be required by the UK to contribute capital to its default waterfall applicable in the event of clearing member default. This capital could be required to be drawn before the default fund contributions of non-defaulting clearing members in the event that a defaulting clearing member’s margin and other contributions were to be exhausted. OCC’s stockholders, including Cboe Options, could effectively be required to fund this capital. If the UK does not recognize OCC as a third country CCP, then UK market participants that clear through OCC would become subject to punitive capital charges. As a result, we could experience the loss of a significant number of UK market participants and a significant reduction in trading activity on our options and futures markets, which could have a material adverse effect on our business, financial condition and operating results. The implementation of MiFID II and MiFIR in Europe at the beginning of 2018 has encouraged competition among market centers in Europe. MiFID II and MiFIR have introduced a number of new rules, including enhanced internal organizational and compliance monitoring requirements, which apply directly to European trading venues such as our MTF and RM. The impact of MiFID II and MiFIR is significant, and the increased competition among market centers could reduce trading fees, while increasing our costs of operating in Europe. Additionally, European authorities are currently undertaking a review of MiFID as a result of which new rules may come into effect that could have a material impact on our business.In 2021 the E.C. published proposals for the review of EU market structure, including provisions for a consolidated tape for the EU and changes to the transparency regime for equities. These proposals are expected to be implemented during 2026. As proposed, these new rules may have a material adverse effect on our business, financial condition and operating results.The legislative and regulatory environment in which the spot FX market operates is evolving and has undergone significant changes in the recent past, and there may be future regulatory changes in the spot FX industry. The FX Global Code was published in 2017 and sets forth standards of conduct agreed by market participants and central banks on a global basis to apply to the wholesale FX market, and the effect of its publication on conduct and future regulation continues to evolve. Cboe FX issued a Statement of Commitment declaring its commitment to conduct its FX market activities in a manner consistent with the principles of the FX Global Code. Amendments to the FX Global Code, changes in the interpretation or enforcement of existing laws and regulations by applicable governmental bodies and regulatory organizations, or the adoption of new legal or regulatory requirements, may also adversely affect our spot FX business. Further, our FX NDF business may also be adversely affected by proposed regulatory changes to the rules governing swap execution facilities.It is also possible that there will be additional legislative, regulatory, and enforcement changes, priorities or efforts in the environment in which we operate, or plan to operate, our businesses. Actions on any of the specific regulatory issues currently under review in the U.S. or internationally and other proposals could have a material impact on our business. 50 Table of Contents Table of Contents Table of Contents expansion into other asset classes, such as the digital asset space or U.S. Treasuries and geographies, an increase in rulemaking and legislation that could affect our business. In particular, in December 2022, the SEC released four proposals that could impact equity market structure: (1) Disclosure of Order Execution Information (Rule 605); (2) Regulation NMS Amendments: Tick Size, Access Fees, and Transparency; (3) Regulation Best Execution; and (4) Proposed Rule to Enhance Order Competition. These proposals have been noticed for public comment. If adopted as-is or additional proposals or changes to the existing equity market structure proposals emerge, we could experience market technology changes, incur additional compliance costs, experience negative impacts on our volumes, liquidity, and fees, all of which could have a material adverse effect on our business, financial condition and operating results. Further, on October 18, 2023, the SEC released the Volume Based Proposal and, although the new rules do not appear likely to have a near term material impact, the new rules may have a long term material impact on our business, financial condition and operating results if, for example, there is a reduction of overall volumes, liquidity, or market share on Cboe’s equities exchanges, BZX, BYX, EDGX, and EDGA.Under EU and UK regulations, European and UK banks and other European and UK financial institutions become subject to punitive capital charges if they transact options or futures through a third country central counterparty (“CCP”) that is not recognized in the applicable jurisdiction. OCC, our clearinghouse for U.S. options and futures, is recognized as a third country CCP by the EU and is currently operating under the UK’s temporary recognition regime. Although the UK has not issued any equivalency determination with respect to U.S. CCPs, OCC has submitted its application for permanent recognition in the UK. The current deadline for recognition in the UK is December 31, 2025, and may be extended by His Majesty’s Treasury in the future in increments of 12 months each. As a prerequisite to ultimately achieving recognition in the UK, it is possible that OCC could be required by the UK to contribute capital to its default waterfall applicable in the event of clearing member default. This capital could be required to be drawn before the default fund contributions of non-defaulting clearing members in the event that a defaulting clearing member’s margin and other contributions were to be exhausted. OCC’s stockholders, including Cboe Options, could effectively be required to fund this capital. If the UK does not recognize OCC as a third country CCP, then UK market participants that clear through OCC would become subject to punitive capital charges. As a result, we could experience the loss of a significant number of UK market participants and a significant reduction in trading activity on our options and futures markets, which could have a material adverse effect on our business, financial condition and operating results. The implementation of MiFID II and MiFIR in Europe at the beginning of 2018 has encouraged competition among market centers in Europe. MiFID II and MiFIR have introduced a number of new rules, including enhanced internal organizational and compliance monitoring requirements, which apply directly to European trading venues such as our MTF and RM. The impact of MiFID II and MiFIR is significant, and the increased competition among market centers could reduce trading fees, while increasing our costs of operating in Europe. Additionally, European authorities are currently undertaking a review of MiFID as a result of which new rules may come into effect that could have a material impact on our business.In 2021 the E.C. published proposals for the review of EU market structure, including provisions for a consolidated tape for the EU and changes to the transparency regime for equities. These proposals are expected to be implemented during 2026. As proposed, these new rules may have a material adverse effect on our business, financial condition and operating results.The legislative and regulatory environment in which the spot FX market operates is evolving and has undergone significant changes in the recent past, and there may be future regulatory changes in the spot FX industry. The FX Global Code was published in 2017 and sets forth standards of conduct agreed by market participants and central banks on a global basis to apply to the wholesale FX market, and the effect of its publication on conduct and future regulation continues to evolve. Cboe FX issued a Statement of Commitment declaring its commitment to conduct its FX market activities in a manner consistent with the principles of the FX Global Code. Amendments to the FX Global Code, changes in the interpretation or enforcement of existing laws and regulations by applicable governmental bodies and regulatory organizations, or the adoption of new legal or regulatory requirements, may also adversely affect our spot FX business. Further, our FX NDF business may also be adversely affected by proposed regulatory changes to the rules governing swap execution facilities.It is also possible that there will be additional legislative, regulatory, and enforcement changes, priorities or efforts in the environment in which we operate, or plan to operate, our businesses. Actions on any of the specific regulatory issues currently under review in the U.S. or internationally and other proposals could have a material impact on our business. expansion into other asset classes, such as the digital asset space or U.S. Treasuries and geographies, an increase in rulemaking and legislation that could affect our business. In particular, in December 2022, the SEC released four proposals that could impact equity market structure: (1) Disclosure of Order Execution Information (Rule 605); (2) Regulation NMS Amendments: Tick Size, Access Fees, and Transparency; (3) Regulation Best Execution; and (4) Proposed Rule to Enhance Order Competition. These proposals have been noticed for public comment. If adopted as-is or additional proposals or changes to the existing equity market structure proposals emerge, we could experience market technology changes, incur additional compliance costs, experience negative impacts on our volumes, liquidity, and fees, all of which could have a material adverse effect on our business, financial condition and operating results. Further, on October 18, 2023, the SEC released the Volume Based Proposal and, although the new rules do not appear likely to have a near term material impact, the new rules may have a long term material impact on our business, financial condition and operating results if, for example, there is a reduction of overall volumes, liquidity, or market share on Cboe’s equities exchanges, BZX, BYX, EDGX, and EDGA. Under EU and UK regulations, European and UK banks and other European and UK financial institutions become subject to punitive capital charges if they transact options or futures through a third country central counterparty (“CCP”) that is not recognized in the applicable jurisdiction. OCC, our clearinghouse for U.S. options and futures, is recognized as a third country CCP by the EU and is currently operating under the UK’s temporary recognition regime. Although the UK has not issued any equivalency determination with respect to U.S. CCPs, OCC has submitted its application for permanent recognition in the UK. The current deadline for recognition in the UK is December 31, 2025, and may be extended by His Majesty’s Treasury in the future in increments of 12 months each. As a prerequisite to ultimately achieving recognition in the UK, it is possible that OCC could be required by the UK to contribute capital to its default waterfall applicable in the event of clearing member default. This capital could be required to be drawn before the default fund contributions of non-defaulting clearing members in the event that a defaulting clearing member’s margin and other contributions were to be exhausted. OCC’s stockholders, including Cboe Options, could effectively be required to fund this capital. If the UK does not recognize OCC as a third country CCP, then UK market participants that clear through OCC would become subject to punitive capital charges. As a result, we could experience the loss of a significant number of UK market participants and a significant reduction in trading activity on our options and futures markets, which could have a material adverse effect on our business, financial condition and operating results. The implementation of MiFID II and MiFIR in Europe at the beginning of 2018 has encouraged competition among market centers in Europe. MiFID II and MiFIR have introduced a number of new rules, including enhanced internal organizational and compliance monitoring requirements, which apply directly to European trading venues such as our MTF and RM. The impact of MiFID II and MiFIR is significant, and the increased competition among market centers could reduce trading fees, while increasing our costs of operating in Europe. Additionally, European authorities are currently undertaking a review of MiFID as a result of which new rules may come into effect that could have a material impact on our business. In 2021 the E.C. published proposals for the review of EU market structure, including provisions for a consolidated tape for the EU and changes to the transparency regime for equities. These proposals are expected to be implemented during 2026. As proposed, these new rules may have a material adverse effect on our business, financial condition and operating results. The legislative and regulatory environment in which the spot FX market operates is evolving and has undergone significant changes in the recent past, and there may be future regulatory changes in the spot FX industry. The FX Global Code was published in 2017 and sets forth standards of conduct agreed by market participants and central banks on a global basis to apply to the wholesale FX market, and the effect of its publication on conduct and future regulation continues to evolve. Cboe FX issued a Statement of Commitment declaring its commitment to conduct its FX market activities in a manner consistent with the principles of the FX Global Code. Amendments to the FX Global Code, changes in the interpretation or enforcement of existing laws and regulations by applicable governmental bodies and regulatory organizations, or the adoption of new legal or regulatory requirements, may also adversely affect our spot FX business. Further, our FX NDF business may also be adversely affected by proposed regulatory changes to the rules governing swap execution facilities. It is also possible that there will be additional legislative, regulatory, and enforcement changes, priorities or efforts in the environment in which we operate, or plan to operate, our businesses. Actions on any of the specific regulatory issues currently under review in the U.S. or internationally and other proposals could have a material impact on our business. 50 50 Table of ContentsIn addition, U.S. and foreign legislatures and regulators could impose legislative or regulatory changes that could materially adversely impact the ability of our market participants to use our markets or participate in the securities industry at all. Any such changes could result in the loss of a significant number of market participants or a reduction in trading activity on our markets, either of which could have a material adverse effect on our business, financial condition and operating results. Changes or proposed changes in regulation may also result in additional costs of compliance and modification of market participants’ trading activity on our Exchanges and markets. Any infringement by us on intellectual property rights of others could result in litigation and could have a material adverse effect on our operations.Our competitors, as well as others, have obtained, or may obtain, patents or may otherwise hold intellectual property rights that are related to our technology or the types of products and services we offer or plan to offer. We may not be aware of all intellectual property that may pose a risk of infringement by our products, services or technologies. In addition, some potential patent applications in the U.S. are confidential until a patent is issued, and therefore we cannot evaluate the extent to which our products, services or technologies may be covered or asserted to be covered in pending patent applications. Thus, we cannot be sure that our products, services or technologies do not infringe on the rights of others or that others will not make claims of infringement against us. Claims of infringement are not uncommon in our industry, and even if we believe that such claims are without merit, they can be time-consuming and costly to defend and divert management resources and attention. If one or more of our products, services or technologies were determined to infringe a patent or other intellectual property right held by another party, we may be required to pay damages, stop using, developing or marketing those products, services or technologies, obtain a license from the intellectual property rights holders, or redesign those products, services or technologies to avoid infringement. If we were required to stop using, developing or marketing certain products, services or technologies, our business, financial condition and operating results could be materially harmed. Moreover, if we were unable to obtain required licenses, we may not be able to redesign our products, services or technologies to avoid infringement, which could materially adversely affect our business, financial condition and operating results. Misconduct by our TPHs, members, participants or others could harm us. We run the risk that our TPHs, members, participants, other persons who use our markets or our products, other persons for whom we clear transactions, our employees or those with which we have business relationships may engage in fraud, market or product manipulation, or other misconduct, which could result in regulatory and legal sanctions and penalties and serious harm to our reputation, especially because we are the parent company of SROs. It is not always possible to deter misconduct, or market or product manipulation, and the precautions we take to prevent and detect this activity may not be effective in all cases. In addition, misconduct, or market or product manipulation by, or failures of, participants on our or other exchanges may discourage trading on our Exchanges or of our products, which could reduce revenues.Potential conflicts of interest between our for-profit status and our regulatory responsibilities may adversely affect our business.As a for-profit business with regulatory responsibilities, we are responsible for disciplining TPHs and members for violating our rules, including by imposing fines and sanctions. This may create a conflict of interest between our business interests and our regulatory responsibilities. Any failure by us to fulfill our regulatory obligations could significantly harm our reputation, increase regulatory scrutiny or cause the SEC or CFTC to take action against us, all of which could materially adversely affect our business, results of operations or financial condition. BIDS Trading’s ability to operate under its current regulatory framework is dependent upon the sufficiency of a novel operational and governance framework we have developed to govern our relationship with BIDS Trading and our ability to comply with such framework and if we fail to adhere to such framework or the BIDS Trading ATS is otherwise deemed a “facility” of our registered national securities exchanges, our business, financial condition and operating results may be adversely affected.The U.S. equities ATS operated by BIDS Trading is regulated as a broker-dealer sponsored alternative trading system and not a registered national securities exchange. Because we acquired BIDS Trading, it is now under common ownership with our registered national securities exchanges that, in some cases, offer trading in the same securities as those traded on the BIDS Trading ATS. Absent sufficient separation, this common ownership of an ATS and registered national securities exchanges offering trading in the same securities presents the potential for the BIDS Trading ATS to be deemed a “facility” of our registered national securities exchanges. If the BIDS Trading ATS were to be deemed to be 51 Table of Contents Table of Contents Table of Contents In addition, U.S. and foreign legislatures and regulators could impose legislative or regulatory changes that could materially adversely impact the ability of our market participants to use our markets or participate in the securities industry at all. Any such changes could result in the loss of a significant number of market participants or a reduction in trading activity on our markets, either of which could have a material adverse effect on our business, financial condition and operating results. Changes or proposed changes in regulation may also result in additional costs of compliance and modification of market participants’ trading activity on our Exchanges and markets. Any infringement by us on intellectual property rights of others could result in litigation and could have a material adverse effect on our operations.Our competitors, as well as others, have obtained, or may obtain, patents or may otherwise hold intellectual property rights that are related to our technology or the types of products and services we offer or plan to offer. We may not be aware of all intellectual property that may pose a risk of infringement by our products, services or technologies. In addition, some potential patent applications in the U.S. are confidential until a patent is issued, and therefore we cannot evaluate the extent to which our products, services or technologies may be covered or asserted to be covered in pending patent applications. Thus, we cannot be sure that our products, services or technologies do not infringe on the rights of others or that others will not make claims of infringement against us. Claims of infringement are not uncommon in our industry, and even if we believe that such claims are without merit, they can be time-consuming and costly to defend and divert management resources and attention. If one or more of our products, services or technologies were determined to infringe a patent or other intellectual property right held by another party, we may be required to pay damages, stop using, developing or marketing those products, services or technologies, obtain a license from the intellectual property rights holders, or redesign those products, services or technologies to avoid infringement. If we were required to stop using, developing or marketing certain products, services or technologies, our business, financial condition and operating results could be materially harmed. Moreover, if we were unable to obtain required licenses, we may not be able to redesign our products, services or technologies to avoid infringement, which could materially adversely affect our business, financial condition and operating results. Misconduct by our TPHs, members, participants or others could harm us. We run the risk that our TPHs, members, participants, other persons who use our markets or our products, other persons for whom we clear transactions, our employees or those with which we have business relationships may engage in fraud, market or product manipulation, or other misconduct, which could result in regulatory and legal sanctions and penalties and serious harm to our reputation, especially because we are the parent company of SROs. It is not always possible to deter misconduct, or market or product manipulation, and the precautions we take to prevent and detect this activity may not be effective in all cases. In addition, misconduct, or market or product manipulation by, or failures of, participants on our or other exchanges may discourage trading on our Exchanges or of our products, which could reduce revenues.Potential conflicts of interest between our for-profit status and our regulatory responsibilities may adversely affect our business.As a for-profit business with regulatory responsibilities, we are responsible for disciplining TPHs and members for violating our rules, including by imposing fines and sanctions. This may create a conflict of interest between our business interests and our regulatory responsibilities. Any failure by us to fulfill our regulatory obligations could significantly harm our reputation, increase regulatory scrutiny or cause the SEC or CFTC to take action against us, all of which could materially adversely affect our business, results of operations or financial condition. BIDS Trading’s ability to operate under its current regulatory framework is dependent upon the sufficiency of a novel operational and governance framework we have developed to govern our relationship with BIDS Trading and our ability to comply with such framework and if we fail to adhere to such framework or the BIDS Trading ATS is otherwise deemed a “facility” of our registered national securities exchanges, our business, financial condition and operating results may be adversely affected.The U.S. equities ATS operated by BIDS Trading is regulated as a broker-dealer sponsored alternative trading system and not a registered national securities exchange. Because we acquired BIDS Trading, it is now under common ownership with our registered national securities exchanges that, in some cases, offer trading in the same securities as those traded on the BIDS Trading ATS. Absent sufficient separation, this common ownership of an ATS and registered national securities exchanges offering trading in the same securities presents the potential for the BIDS Trading ATS to be deemed a “facility” of our registered national securities exchanges. If the BIDS Trading ATS were to be deemed to be In addition, U.S. and foreign legislatures and regulators could impose legislative or regulatory changes that could materially adversely impact the ability of our market participants to use our markets or participate in the securities industry at all. Any such changes could result in the loss of a significant number of market participants or a reduction in trading activity on our markets, either of which could have a material adverse effect on our business, financial condition and operating results. Changes or proposed changes in regulation may also result in additional costs of compliance and modification of market participants’ trading activity on our Exchanges and markets." }, { "status": "MODIFIED", "current_title": "Computer and communications systems failures and capacity constraints could harm our reputation and our business.", "prior_title": "Computer and communications systems failures and capacity constraints could harm our reputation and our business.", "similarity_score": 0.828, "confidence": "high", "key_changes": [ "Reworded sentence: \"Our business depends on the integrity and performance of our computer and communications systems.\"", "Reworded sentence: \"Despite having disaster recovery facilities, there can be no guarantees that we will be able to open an efficient, transparent and liquid marketplace, if we can open at all, nor can we guarantee that clearing organizations will allow clearing services for existing or new products following a systems failure or cyber-security breach.\"" ], "current_body": "Our business depends on the integrity and performance of our computer and communications systems. If our systems cannot expand to cope with increased demand or otherwise fail to perform, as a result of a number of potential causes, including technical failure, natural disasters, extreme weather events, flooding, fraud or security attacks that we cannot predict or prevent, and cannot be replaced in a sufficiently short time period, we could experience unanticipated disruptions in service, slower response times and delays in the introduction of new products and services. These consequences could result in trading outages, lower trading and clearing volumes, financial losses, decreased customer service and satisfaction and regulatory sanctions and could have a material adverse effect on our ability to conduct our business. Although we have a back-up plan with respect to our significant trading and key corporate systems, the back-up systems or disaster recovery plans may prove to be inadequate in the event of a systems failure or cyber-security breach. Despite having disaster recovery facilities, there can be no guarantees that we will be able to open an efficient, transparent and liquid marketplace, if we can open at all, nor can we guarantee that clearing organizations will allow clearing services for existing or new products following a systems failure or cyber-security breach. Moreover, with extended trading hours, we must operate our systems longer and have fewer non-trading hours to address any potential concerns with the systems on which we rely. 37 37 37 Table of Contents Table of Contents Our markets and clearinghouses have experienced occasional systems failures and delays in the past and in the future our systems may fail, in whole or in part, or may operate slowly, causing one or more of the following: •unanticipated disruption in trading of our exclusively listed proprietary products or in service to our participants; •failures or delays during peak trading times or times of unusual market volatility; •slower response times and delays in trade execution, clearing and processing; •incomplete or inaccurate accounting, recording, clearing or processing of trades; and •distribution of inaccurate or untimely market data to participants who rely on this data in their trading activity. Any of these events may cause: •a loss in transaction, clearing or other fees due to the inability to provide trading in our exclusively listed proprietary products or provide services for a time; •requests by market participants or others that we reimburse them for financial loss, either within the constraints of the limited liability provisions of our exchanges’ rules or in excess of those amounts; •trading and clearing volumes to diminish on our markets and clearinghouse due to dissatisfaction with the platforms; and •one or more of our regulators to investigate or take enforcement action against us. As a consequence of any of these events, our business, financial condition and results of operations could suffer materially. In addition to other measures, we test our systems to confirm whether they will be able to handle anticipated present and future peak trading and clearing activity or times of unusual market volatility. However, we cannot assure you that our estimates of future trading or clearing volume will be accurate or that our systems will always be able to accommodate actual trading or clearing volume without failure or degradation of performance. We anticipate that we will need to continue to make significant investments in hardware, software and telecommunications infrastructure to accommodate the increases in traffic, technology migrations, and system updates. Additionally, disruptions to the supply chain may interfere with the ability of our employees, vendors, technology equipment suppliers, data and disaster recovery centers, and other service providers to provide the requested hardware, software, and telecommunications infrastructure. If we cannot migrate, update, or increase the capacity and capabilities of our systems to accommodate increased trading or clearing activity and to execute our business strategy, our ability to maintain or expand our businesses would be materially adversely affected.", "prior_body": "​ Our business depends on the integrity and performance of our computer and communications systems. If our systems cannot expand to cope with increased demand or otherwise fail to perform, as a result of a number of potential causes, including technical failure, natural disasters, extreme weather events, flooding, fraud or security attacks that we cannot predict or prevent, and cannot be replaced in a sufficiently short time period, we could experience unanticipated 44 44 Table of Contentsdisruptions in service, slower response times and delays in the introduction of new products and services. These consequences could result in trading outages, lower trading and clearing volumes, financial losses, decreased customer service and satisfaction and regulatory sanctions and could have a material adverse effect on our ability to conduct our business. Although we have a back-up plan with respect to our significant trading and key corporate systems, the back-up systems or disaster recovery plans may prove to be inadequate in the event of a systems failure or cyber-security breach. Despite having disaster recovery facilities, there can be no guarantees that we will be able to open an efficient, transparent and liquid marketplace, if we can open at all, following a systems failure. Moreover, with extended trading hours, we have to operate our systems longer and have fewer non-trading hours to address any potential concerns with the systems on which we rely.Our markets and clearinghouses have experienced occasional systems failures and delays in the past and in the future our systems may fail, in whole or in part, or may operate slowly, causing one or more of the following:●unanticipated disruption in trading of our exclusively listed proprietary products or in service to our participants;●failures or delays during peak trading times or times of unusual market volatility;●slower response times and delays in trade execution, clearing and processing;●incomplete or inaccurate accounting, recording, clearing or processing of trades; and●distribution of inaccurate or untimely market data to participants who rely on this data in their trading activity.Any of these events may cause:●a loss in transaction, clearing or other fees due to the inability to provide trading in our exclusively listed proprietary products or provide services for a time;●requests by market participants or others that we reimburse them for financial loss, either within the constraints of the limited liability provisions of our exchanges’ rules or in excess of those amounts;●trading and clearing volumes to diminish on our markets and clearinghouse due to dissatisfaction with the platforms; and●one or more of our regulators to investigate or take enforcement action against us.As a consequence of any of these events, our business, financial condition and results of operations could suffer materially.In addition to other measures, we test our systems to confirm whether they will be able to handle anticipated present and future peak trading and clearing activity or times of unusual market volatility. However, we cannot assure you that our estimates of future trading or clearing volume will be accurate or that our systems will always be able to accommodate actual trading or clearing volume without failure or degradation of performance. We anticipate that we will need to continue to make significant investments in hardware, software and telecommunications infrastructure to accommodate the increases in traffic, technology migrations, and system updates. Additionally, disruptions to the supply chain may interfere with the ability of our employees, vendors, technology equipment suppliers, data and disaster recovery centers, and other service providers to provide the requested hardware, software, and telecommunications infrastructure. If we cannot migrate, update, or increase the capacity and capabilities of our systems to accommodate increased trading or clearing activity and to execute our business strategy, our ability to maintain or expand our businesses would be materially adversely affected. Our use of open source software code may subject our software to general release or require us to re-engineer our software, which could harm our business.Our technology platform uses open source software code. Companies that incorporate open source software into their products have, from time to time, faced claims challenging the ownership of open source software. As a result, we could be subject to suits by parties claiming ownership of what we believe to be open source software. In addition, some open source software licenses require users who distribute open source software as part of their software to publicly disclose all or part of the source code in their software and make any derivative works of the open source code available on unfavorable terms or at no cost. Open source license terms may be ambiguous, and many of the risks associated with usage of open source software cannot be eliminated. We believe that our use of open source software is in compliance with the relevant open source software licenses and does not require disclosure of any of our source code. However, if we were found to have inappropriately used open source software, we may be required to release our proprietary source code, re-engineer or discontinue use of our software or take other remedial action any or all of which could cause disruptions in, or impose significant costs on, our business.45 Table of Contents Table of Contents Table of Contents disruptions in service, slower response times and delays in the introduction of new products and services. These consequences could result in trading outages, lower trading and clearing volumes, financial losses, decreased customer service and satisfaction and regulatory sanctions and could have a material adverse effect on our ability to conduct our business. Although we have a back-up plan with respect to our significant trading and key corporate systems, the back-up systems or disaster recovery plans may prove to be inadequate in the event of a systems failure or cyber-security breach. Despite having disaster recovery facilities, there can be no guarantees that we will be able to open an efficient, transparent and liquid marketplace, if we can open at all, following a systems failure. Moreover, with extended trading hours, we have to operate our systems longer and have fewer non-trading hours to address any potential concerns with the systems on which we rely.Our markets and clearinghouses have experienced occasional systems failures and delays in the past and in the future our systems may fail, in whole or in part, or may operate slowly, causing one or more of the following:●unanticipated disruption in trading of our exclusively listed proprietary products or in service to our participants;●failures or delays during peak trading times or times of unusual market volatility;●slower response times and delays in trade execution, clearing and processing;●incomplete or inaccurate accounting, recording, clearing or processing of trades; and●distribution of inaccurate or untimely market data to participants who rely on this data in their trading activity.Any of these events may cause:●a loss in transaction, clearing or other fees due to the inability to provide trading in our exclusively listed proprietary products or provide services for a time;●requests by market participants or others that we reimburse them for financial loss, either within the constraints of the limited liability provisions of our exchanges’ rules or in excess of those amounts;●trading and clearing volumes to diminish on our markets and clearinghouse due to dissatisfaction with the platforms; and●one or more of our regulators to investigate or take enforcement action against us.As a consequence of any of these events, our business, financial condition and results of operations could suffer materially.In addition to other measures, we test our systems to confirm whether they will be able to handle anticipated present and future peak trading and clearing activity or times of unusual market volatility. However, we cannot assure you that our estimates of future trading or clearing volume will be accurate or that our systems will always be able to accommodate actual trading or clearing volume without failure or degradation of performance. We anticipate that we will need to continue to make significant investments in hardware, software and telecommunications infrastructure to accommodate the increases in traffic, technology migrations, and system updates. Additionally, disruptions to the supply chain may interfere with the ability of our employees, vendors, technology equipment suppliers, data and disaster recovery centers, and other service providers to provide the requested hardware, software, and telecommunications infrastructure. If we cannot migrate, update, or increase the capacity and capabilities of our systems to accommodate increased trading or clearing activity and to execute our business strategy, our ability to maintain or expand our businesses would be materially adversely affected. Our use of open source software code may subject our software to general release or require us to re-engineer our software, which could harm our business.Our technology platform uses open source software code. Companies that incorporate open source software into their products have, from time to time, faced claims challenging the ownership of open source software. As a result, we could be subject to suits by parties claiming ownership of what we believe to be open source software. In addition, some open source software licenses require users who distribute open source software as part of their software to publicly disclose all or part of the source code in their software and make any derivative works of the open source code available on unfavorable terms or at no cost. Open source license terms may be ambiguous, and many of the risks associated with usage of open source software cannot be eliminated. We believe that our use of open source software is in compliance with the relevant open source software licenses and does not require disclosure of any of our source code. However, if we were found to have inappropriately used open source software, we may be required to release our proprietary source code, re-engineer or discontinue use of our software or take other remedial action any or all of which could cause disruptions in, or impose significant costs on, our business. disruptions in service, slower response times and delays in the introduction of new products and services. These consequences could result in trading outages, lower trading and clearing volumes, financial losses, decreased customer service and satisfaction and regulatory sanctions and could have a material adverse effect on our ability to conduct our business. Although we have a back-up plan with respect to our significant trading and key corporate systems, the back-up systems or disaster recovery plans may prove to be inadequate in the event of a systems failure or cyber-security breach. Despite having disaster recovery facilities, there can be no guarantees that we will be able to open an efficient, transparent and liquid marketplace, if we can open at all, following a systems failure. Moreover, with extended trading hours, we have to operate our systems longer and have fewer non-trading hours to address any potential concerns with the systems on which we rely. Our markets and clearinghouses have experienced occasional systems failures and delays in the past and in the future our systems may fail, in whole or in part, or may operate slowly, causing one or more of the following: Any of these events may cause: As a consequence of any of these events, our business, financial condition and results of operations could suffer materially. In addition to other measures, we test our systems to confirm whether they will be able to handle anticipated present and future peak trading and clearing activity or times of unusual market volatility. However, we cannot assure you that our estimates of future trading or clearing volume will be accurate or that our systems will always be able to accommodate actual trading or clearing volume without failure or degradation of performance. We anticipate that we will need to continue to make significant investments in hardware, software and telecommunications infrastructure to accommodate the increases in traffic, technology migrations, and system updates. Additionally, disruptions to the supply chain may interfere with the ability of our employees, vendors, technology equipment suppliers, data and disaster recovery centers, and other service providers to provide the requested hardware, software, and telecommunications infrastructure. If we cannot migrate, update, or increase the capacity and capabilities of our systems to accommodate increased trading or clearing activity and to execute our business strategy, our ability to maintain or expand our businesses would be materially adversely affected." }, { "status": "MODIFIED", "current_title": "Changes in the tax laws and regulations affecting us, our offerings and our market participants could have a material adverse effect on our business.", "prior_title": "Changes in the tax laws and regulations affecting us, our products and our market participants could have a material adverse effect on our business.", "similarity_score": 0.82, "confidence": "high", "key_changes": [ "Reworded sentence: \"Legislation may be enacted or interpretative guidance issued, both domestically and internationally, that could result in transaction, sales, or value added taxes on our offerings or change the way that our market participants are taxed on the products they trade on our markets.\"", "Reworded sentence: \"and EU Member States have considered a financial transaction tax, but to date such proposals have not resulted in legislation in our principal markets.\"", "Added sentence: \"Further, tax authorities have issued interpretive guidance in the U.S.\"", "Added sentence: \"that, if prevailing, could expand the scope of our offerings that are subject to sales tax.\"", "Reworded sentence: \"More specifically, some jurisdictions where we operate have implemented Pillar 2 laws to effectuate a 15% minimum tax.\"" ], "current_body": "Legislation may be enacted or interpretative guidance issued, both domestically and internationally, that could result in transaction, sales, or value added taxes on our offerings or change the way that our market participants are taxed on the products they trade on our markets. A number of federal, state and local jurisdictions in the U.S. and EU Member States have considered a financial transaction tax, but to date such proposals have not resulted in legislation in our principal markets. Additionally, legislation has been proposed from time to time on a federal level that would introduce in the U.S. mark-to-market tax treatment for all derivatives contracts and require gains and losses be taxed at ordinary income tax rates. Further, tax authorities have issued interpretive guidance in the U.S. that, if prevailing, could expand the scope of our offerings that are subject to sales tax. Implementation of such taxes could result in a reduction in volumes and liquidity, which would have a negative impact on our operations. In addition to proposed tax changes that could affect our market participants, like other corporations, we are subject to taxes at federal, state and local levels, as well as in non-U.S. jurisdictions. More specifically, some jurisdictions where we operate have implemented Pillar 2 laws to effectuate a 15% minimum tax. Changes in tax laws, regulations or policies or 45 45 45 Table of Contents Table of Contents successful claims by tax authorities could result in our having to pay higher taxes, which would in turn reduce our net income. If this occurs, we may experience a higher effective tax rate.", "prior_body": "Legislation may be proposed, both domestically and internationally, that could add a transaction tax on our products or change the way that our market participants are taxed on the products they trade on our markets. A number of federal, state and local jurisdictions in the U.S. and EU Member States have considered a financial transaction tax, but many details remain to be discussed and agreed, including how to assess the tax. Additionally, legislation has been proposed from time to time on a federal level that would introduce in the U.S. mark-to-market tax treatment for all derivatives contracts and require gains and losses be taxed at ordinary income tax rates. Implementation of such taxes could result in a reduction in volumes and liquidity, which would have a negative impact on our operations. In addition to proposed tax changes that could affect our market participants, like other corporations, we are subject to taxes at federal, state and local levels, as well as in non-U.S. jurisdictions. More specifically, some jurisdictions where we operate are implementing Pillar 2 laws to effectuate a 15% minimum tax as of January 1, 2024. Currently, we do not expect a material tax cost to arise from the implementation of such legislation, as drafted. Changes in tax laws, including Pillar 2 laws, regulations or policies or successful claims by tax authorities could result in our having to pay higher taxes, which would in turn reduce our net income. If this occurs, we may experience a higher effective tax rate." }, { "status": "MODIFIED", "current_title": "Our business may be adversely affected by price competition.", "prior_title": "General economic conditions and other factors beyond our control could significantly reduce demand for our products and services and harm our business.", "similarity_score": 0.792, "confidence": "high", "key_changes": [ "Removed sentence: \"The volume of trading and clearing transactions and the demand for our products and services are directly affected by economic, political and market conditions in the U.S., Europe and elsewhere in the world that are beyond our control, including: 36 36 Table of Contents●government or central bank actions, such as changes in government fiscal and monetary policy and foreign currency exchange rates;●other legislative and regulatory changes;●the availability of short-term and long-term funding and capital;●the perceived attractiveness of the U.S., European, Canadian, Australian or Japanese capital markets;●the availability or perceived attractiveness of alternative investment opportunities or indices;●changes in the level of trading activity in underlying instruments;●changes and volatility in the prices of securities;●changes in the volume of foreign currency transactions;●changes in supply and demand for currencies;●movements in currency exchange rates;●the level and volatility of interest rates;●changes in the financial strength of market participants;●consolidation among market participants and market data subscribers;●unforeseen market closures, suspensions of open outcry trading or other disruptions in trading and clearing; and●disruptions due to terrorism, war, extreme weather events, pandemics or other catastrophes.Any of these factors, individually or collectively, could have a material adverse effect on our business, financial condition and operating results by causing a substantial decline in the financial services markets and reducing trading and clearing volumes and demand for market data.\"", "Removed sentence: \"Our business may be adversely affected by price competition.\"", "Reworded sentence: \"We may be required to adjust pricing to respond to actions by new or existing competitors, which could adversely impact our business, financial condition, and operating results.\"", "Reworded sentence: \"It is likely that this pressure will continue and even intensify as our competitors continue to seek to increase their share of trading by further reducing their transaction fees or by offering other financial incentives to order providers and liquidity providers to induce them to direct orders to their markets.\"", "Reworded sentence: \"We also compete against certain multi-listed options products, such as SPY options, which offer some of the features of our proprietary products, such as SPX options.\"" ], "current_body": "The securities industry is characterized by intense price competition, especially with respect to transaction fees. We may be required to adjust pricing to respond to actions by new or existing competitors, which could adversely impact our business, financial condition, and operating results. We also compete with respect to the pricing of market data and value-added market data, such as historical market data. In our options segment, the pricing model for trade execution has changed in response to competitive market conditions, and our competitors have adjusted transaction fees and fee structures accordingly, including by opening new exchanges, which allow them to offer multiple pricing models that can appeal to different segments of market participants. These changes have resulted in significant pricing pressures on us, especially on transaction fees and incentives for multi-listed products. As a result of these pricing pressures, our average rate per multi-listed options contract may decrease. It is likely that this pressure will continue and even intensify as our competitors continue to seek to increase their share of trading by further reducing their transaction fees or by offering other financial incentives to order providers and liquidity providers to induce them to direct orders to their markets. In addition, one or more competitors may engage in aggressive pricing strategies and significantly decrease or completely eliminate their profit margin for a period of time in order to capture a greater share of trading volume. Some order-providing firms on our exchanges have taken ownership positions in options exchanges that compete with us and such exchanges have given those firms added economic incentives to direct orders to them. With respect to our proprietary products, we compete with futures exchanges and swap execution facilities that offer similar products and other financial market participants that offer over-the-counter derivatives. We also compete against certain multi-listed options products, such as SPY options, which offer some of the features of our proprietary products, such as SPX options. To attract market share, we may offer “inverted” pricing specials or non-transaction fee trading from time to time, per various fee schedules across our equities exchanges. These forms of promotions, along with other supplemental liquidity programs, may adversely affect our profitability. Further, regulatory and legal developments, including the equity market structure proposals and the Volume Based Proposal, if adopted as-is, could also adversely impact, as applicable, our ability to adjust our equities transaction fee schedules to respond to actions by new or existing competitors, our ability to incentivize on-exchange liquidity provision, as well as our ability to offer members volume-based pricing. Additionally, in the U.S., we are generally required to file with the SEC any changes to the fees that we charge and in recent years the SEC has more heavily scrutinized pricing changes. See “Legal Proceedings” for more information. If we are unable to compete successfully with respect to the pricing of our services and products, our business, financial condition, and operating results may be materially and adversely affected. We could lose a substantial percentage of our share of trading if we are unable to price transactions in a competitive manner. Also, our profits could decline if competitive pressures or regulatory changes force us to reduce fees.", "prior_body": "The volume of trading and clearing transactions and the demand for our products and services are directly affected by economic, political and market conditions in the U.S., Europe and elsewhere in the world that are beyond our control, including: 36 36 Table of Contents●government or central bank actions, such as changes in government fiscal and monetary policy and foreign currency exchange rates;●other legislative and regulatory changes;●the availability of short-term and long-term funding and capital;●the perceived attractiveness of the U.S., European, Canadian, Australian or Japanese capital markets;●the availability or perceived attractiveness of alternative investment opportunities or indices;●changes in the level of trading activity in underlying instruments;●changes and volatility in the prices of securities;●changes in the volume of foreign currency transactions;●changes in supply and demand for currencies;●movements in currency exchange rates;●the level and volatility of interest rates;●changes in the financial strength of market participants;●consolidation among market participants and market data subscribers;●unforeseen market closures, suspensions of open outcry trading or other disruptions in trading and clearing; and●disruptions due to terrorism, war, extreme weather events, pandemics or other catastrophes.Any of these factors, individually or collectively, could have a material adverse effect on our business, financial condition and operating results by causing a substantial decline in the financial services markets and reducing trading and clearing volumes and demand for market data. Our business may be adversely affected by price competition. The securities industry is characterized by intense price competition, especially with respect to transaction fees. We may be required to adjust pricing to respond to actions by new or existing competitors, which could adversely impact our business, financial condition and operating results. We also compete with respect to the pricing of market data and value-added market data, such as historical market data. In our options segment, the pricing model for trade execution has changed in response to competitive market conditions, and our competitors have adjusted transaction fees and fee structures accordingly, including by opening new exchanges, which allow them to offer multiple pricing models that can appeal to different segments of market participants. These changes have resulted in significant pricing pressures on us, especially on transaction fees and incentives for multi-listed products. As a result of these pricing pressures, our average rate per multi-listed options contract may decrease. It is likely that this pressure will continue and even intensify as our competitors continue to seek to increase their share of trading by further reducing their transaction fees or by offering other financial incentives to order providers and liquidity providers to induce them to direct orders to their markets.In addition, one or more competitors may engage in aggressive pricing strategies and significantly decrease or completely eliminate their profit margin for a period of time in order to capture a greater share of trading volume. Some order-providing firms on our exchanges have taken ownership positions in options exchanges that compete with us and such exchanges have given those firms added economic incentives to direct orders to them. With respect to our proprietary products, we compete with futures exchanges and swap execution facilities that offer similar products and other financial market participants that offer over-the-counter derivatives. We also compete against certain multi-listed options products, such as SPY options, which offer some of the features of our proprietary products, such as SPX options.To attract market share, we may offer “inverted” pricing specials or no-transaction fee trading from time to time, per various fee schedules across our equities exchanges. These forms of promotions, along with other supplemental liquidity programs, may adversely affect our profitability.Further, regulatory and legal developments, including the new equity market structure proposals and the new Volume Based Proposal could also adversely impact, as applicable, our ability to adjust pricing to respond to actions by new or existing competitors, the amount of liquidity providers can provide, our ability to offer members volume-based pricing. Additionally, in the U.S., we are generally required to file with the SEC any changes to the fees that we charge and in recent years the SEC has more heavily scrutinized pricing changes.37 Table of Contents Table of Contents Table of Contents ●government or central bank actions, such as changes in government fiscal and monetary policy and foreign currency exchange rates;●other legislative and regulatory changes;●the availability of short-term and long-term funding and capital;●the perceived attractiveness of the U.S., European, Canadian, Australian or Japanese capital markets;●the availability or perceived attractiveness of alternative investment opportunities or indices;●changes in the level of trading activity in underlying instruments;●changes and volatility in the prices of securities;●changes in the volume of foreign currency transactions;●changes in supply and demand for currencies;●movements in currency exchange rates;●the level and volatility of interest rates;●changes in the financial strength of market participants;●consolidation among market participants and market data subscribers;●unforeseen market closures, suspensions of open outcry trading or other disruptions in trading and clearing; and●disruptions due to terrorism, war, extreme weather events, pandemics or other catastrophes.Any of these factors, individually or collectively, could have a material adverse effect on our business, financial condition and operating results by causing a substantial decline in the financial services markets and reducing trading and clearing volumes and demand for market data. Our business may be adversely affected by price competition. The securities industry is characterized by intense price competition, especially with respect to transaction fees. We may be required to adjust pricing to respond to actions by new or existing competitors, which could adversely impact our business, financial condition and operating results. We also compete with respect to the pricing of market data and value-added market data, such as historical market data. In our options segment, the pricing model for trade execution has changed in response to competitive market conditions, and our competitors have adjusted transaction fees and fee structures accordingly, including by opening new exchanges, which allow them to offer multiple pricing models that can appeal to different segments of market participants. These changes have resulted in significant pricing pressures on us, especially on transaction fees and incentives for multi-listed products. As a result of these pricing pressures, our average rate per multi-listed options contract may decrease. It is likely that this pressure will continue and even intensify as our competitors continue to seek to increase their share of trading by further reducing their transaction fees or by offering other financial incentives to order providers and liquidity providers to induce them to direct orders to their markets.In addition, one or more competitors may engage in aggressive pricing strategies and significantly decrease or completely eliminate their profit margin for a period of time in order to capture a greater share of trading volume. Some order-providing firms on our exchanges have taken ownership positions in options exchanges that compete with us and such exchanges have given those firms added economic incentives to direct orders to them. With respect to our proprietary products, we compete with futures exchanges and swap execution facilities that offer similar products and other financial market participants that offer over-the-counter derivatives. We also compete against certain multi-listed options products, such as SPY options, which offer some of the features of our proprietary products, such as SPX options.To attract market share, we may offer “inverted” pricing specials or no-transaction fee trading from time to time, per various fee schedules across our equities exchanges. These forms of promotions, along with other supplemental liquidity programs, may adversely affect our profitability.Further, regulatory and legal developments, including the new equity market structure proposals and the new Volume Based Proposal could also adversely impact, as applicable, our ability to adjust pricing to respond to actions by new or existing competitors, the amount of liquidity providers can provide, our ability to offer members volume-based pricing. Additionally, in the U.S., we are generally required to file with the SEC any changes to the fees that we charge and in recent years the SEC has more heavily scrutinized pricing changes. Any of these factors, individually or collectively, could have a material adverse effect on our business, financial condition and operating results by causing a substantial decline in the financial services markets and reducing trading and clearing volumes and demand for market data." }, { "status": "MODIFIED", "current_title": "We depend on third-party service providers for certain services that are important to our business. An interruption, significant increase in fees or cessation or impairment of such service by any third party could have a material adverse effect on our business, financial condition, and operating results.", "prior_title": "Intense competition could materially adversely affect our market share and financial performance.", "similarity_score": 0.787, "confidence": "high", "key_changes": [ "Reworded sentence: \"We depend on a number of service providers, including clearing organizations such as OCC, NSCC, DTC, CDS, LCH, Cboe Clear Europe, and Cboe Clear U.S., our wholly-owned subsidiaries, JSCC, ASX Clear Pty Ltd, and SIX x-clear; securities information processors such as the CTA, UTP Securities Information Processor and OPRA; regulatory and other service providers such as FINRA and OCC; the hosts of our data and disaster recovery centers; and various vendors of communications and networking products and services.\"", "Reworded sentence: \"More specifically: •If OCC, NSCC, DTC, CDS, LCH, Cboe Clear Europe, Cboe Clear U.S., JSCC, ASX Clear Pty Ltd, and SIX x-clear were unable to allow or perform clearing services for existing or new products, change the terms of their clearing services, their clearing members were unable or unwilling to clear through them, or OCC’s technology migration is not successful, fewer transactions could occur on our markets or transactions could likely not occur on our markets or there may be delays, including until clearing is moved to another clearing agency.\"", "Reworded sentence: \"•We are heavily dependent on technology for our markets, including third-party operation of production and disaster recovery data centers, as well as certain communications and networking products and services.\"", "Reworded sentence: \"Additionally, any vulnerability of third-party cloud service providers could expose our or our customers’ confidential data, which could result in harm to our business reputation.\"" ], "current_body": "We depend on a number of service providers, including clearing organizations such as OCC, NSCC, DTC, CDS, LCH, Cboe Clear Europe, and Cboe Clear U.S., our wholly-owned subsidiaries, JSCC, ASX Clear Pty Ltd, and SIX x-clear; securities information processors such as the CTA, UTP Securities Information Processor and OPRA; regulatory and other service providers such as FINRA and OCC; the hosts of our data and disaster recovery centers; and various vendors of communications and networking products and services. In addition, we also depend on third party routing and clearing firms that are involved in processing transactions on our behalf. More specifically: •If OCC, NSCC, DTC, CDS, LCH, Cboe Clear Europe, Cboe Clear U.S., JSCC, ASX Clear Pty Ltd, and SIX x-clear were unable to allow or perform clearing services for existing or new products, change the terms of their clearing services, their clearing members were unable or unwilling to clear through them, or OCC’s technology migration is not successful, fewer transactions could occur on our markets or transactions could likely not occur on our markets or there may be delays, including until clearing is moved to another clearing agency. In 2024, approximately 69% of our net transaction and clearing fees were generated by options and futures that were cleared through OCC. See other Risk Factors for additional information regarding revenue concentration and below for additional information regarding OCC’s recent margin requirement proposal. •OPRA, UTP Securities Information Processor and the CTA consolidate options and equities market information, respectively, such as last sale reports and quotations. If any of them were unable to provide this information for a sustained period of time, we may be unable to offer trading on our options and equities markets. •We are heavily dependent on technology for our markets, including third-party operation of production and disaster recovery data centers, as well as certain communications and networking products and services. If this technology is unavailable, as a result of a number of potential causes, including technical failure, failure to successfully complete technological migrations, natural disasters, extreme weather events, fraud or security attacks that we cannot predict or prevent, and cannot be replaced in a sufficiently short time period, we may be unable to operate our markets. 34 34 34 Table of Contents Table of Contents •We utilize third-party cloud service providers to maintain secondary offsite backups of our and our customers’ data and to distribute real-time data, and we may utilize third-party cloud service providers in the future for additional services. We do not control the operations of third-party cloud service providers or their facilities and may be vulnerable to disruptions in our access to the platform as a result of a number of potential causes, including technical failure, natural disasters, extreme weather events, fraud or security attacks that we cannot predict or prevent. Additionally, any vulnerability of third-party cloud service providers could expose our or our customers’ confidential data, which could result in harm to our business reputation. •FINRA and OCC provide certain regulatory services and functions for our options, equities and futures exchanges, while we retain regulatory responsibilities for such services. If FINRA or OCC stopped providing services, or provided inadequate services, we may be subject to action by the SEC or CFTC, or may have limitations placed upon our markets. •We rely on FINRA CAT LLC, a subsidiary of FINRA, to provide services for the implementation of the CAT. If FINRA CAT LLC or its third-party service providers stop providing services or provide inadequate services, we and the other SROs may not be able to recover costs related to the implementation of CAT, incur penalties for delays of implementation, incur related litigation and other expenses, or incur regulatory liability including enforcement action by the SEC or limitations placed upon our markets. In addition, if CATLLC is no longer able to collect fees from Industry Members as a result of litigation or regulatory developments, the SROs may not be able to collect on the promissory notes related to the funding of the implementation and operation of the CAT. See Note 8 (\"Credit Losses\"), Note 9 (\"Other Assets, Net\"), and Note 23 (\"Commitments, Contingencies, and Guarantees — Legal Proceedings\") for further information. •We rely on third party routing and clearing firms to clear trades in U.S. listed equity securities routed by us to other markets, and to execute trades in options that we route to other markets. OCC has proposed to establish a margin add-on charge (“Intraday Risk Charge”) for all clearing member accounts to help mitigate the risks arising from intraday and overnight trading activity. If the Intraday Risk Charge is applied as currently proposed by OCC, clearing members’ costs associated with clearing our products, including SPX options, through OCC may increase, which may result in lower trading volumes on our exchanges and could have a material adverse impact on our business, financial condition, and operating results. We cannot provide assurance that any of these providers will be able to continue to provide these services in an efficient manner or that they will be able to adequately expand their services to meet our needs. An interruption or malfunction in or the cessation or impairment of an important service by a third party or disruption of a third party’s operations could cause us to halt trading in some or all of our products or our services, make us unable to conduct other aspects of our business, cause us to experience the loss of a significant number of market participants or cause us to experience a significant reduction in trading activity on our options and futures markets, each of which could have a material adverse effect on our business, financial condition, and operating results. In addition, our inability to make alternative arrangements, such as moving clearing to another clearing agency, in a timely manner, or at all, could have a material adverse impact on our business, financial condition, and operating results.", "prior_body": "The market for trade execution services, clearing and products is intensely competitive in the asset classes and geographies in which we operate. Increased competition may result in a decline in our share of trading activity and a decline in our revenues from transaction and clearing fees and market data fees, thereby materially adversely affecting our operating results. We compete with a number of entities on several different fronts, including the cost, quality and speed of our trade execution, functionality and ease of use of our trading and clearing platforms, range of our products and services, our technological innovation and adaptation and our reputation. In particular, we have seen increased competition from off-exchange venues, which have increased their share of trading activity. See “Business – Competition” for more information. Some of our competitors and potential competitors have greater financial, marketing, technological, personnel and other resources than we do. These factors may enable them to develop similar or more innovative products, to offer lower transaction and clearing fees or better execution to their customers or to execute their business strategies more quickly or efficiently than we can. In addition, our business, financial condition and operating results may be materially adversely affected if we cannot successfully develop, introduce and/or market new services and products or if we need to adopt costly and customized technology for our services and products. 40 40 Table of ContentsFurthermore, new or existing competitors may:●respond more quickly to competitive pressures;●develop products that compete with our products or are preferred by our customers;●offer products and services at prices below ours to gain market share and to promote other businesses;●develop and expand their technology and service offerings more efficiently;●provide better, more user-friendly and more reliable technology;●develop and incorporate more quickly new technologies, such as AI, machine learning, blockchain, distributed ledger technology, quantum computing, tokenization, the cloud, and other emerging technologies;●take greater advantage of acquisitions, alliances and other opportunities;●market, promote, bundle and sell their products and services more effectively;●leverage existing relationships with customers and alliance partners more effectively or exploit brand names to market and sell their services; and●exploit regulatory disparities between traditional, regulated exchanges and alternative markets, including over-the-counter markets, that benefit from a reduced regulatory burden and lower-cost business model.If our products, markets, services and technology are not competitive or we fail to anticipate or respond adequately to changes in technology, customer preferences and regulatory requirements or we encounter any significant delays in product development efforts our business, financial condition and operating results could be materially harmed. We depend on third-party service providers for certain services that are important to our business. An interruption, significant increase in fees or cessation or impairment of such service by any third party could have a material adverse effect on our business, financial condition and operating results.We depend on a number of service providers, including clearing organizations such as OCC, NSCC, DTC, CDS, LCH, Cboe Clear Europe, and Cboe Clear Digital, our wholly-owned subsidiaries, JSCC, ASX Clear Pty Ltd, and SIX x-clear; securities information processors such as the CTA, UTP Securities Information Processor and OPRA; regulatory and other service providers such as FINRA and OCC; the hosts of our data and disaster recovery centers; and various vendors of communications and networking products and services. In addition, we also depend on third party routing and clearing firms that are involved in processing transactions on our behalf. More specifically: ●If OCC, NSCC, DTC, CDS, LCH, Cboe Clear Europe, Cboe Clear Digital, JSCC, ASX Clear Pty Ltd, and SIX x-clear were unable to perform clearing services for existing or new products, or their clearing members were unable or unwilling to clear through them, transactions could likely not occur on our markets or there may be delays, including until clearing is moved to another clearing agency. In 2023, approximately 69.2% of our net transaction and clearing fees were generated by options and futures that were cleared through OCC. ●OPRA, UTP Securities Information Processor and the CTA consolidate options and equities market information, respectively, such as last sale reports and quotations. If any of them were unable to provide this information for a sustained period of time, we may be unable to offer trading on our options and equities markets. ●We are heavily dependent on technology for our markets, including third-party operation of production and disaster recovery data centers, as well as certain communications and networking products and services. If this technology is unavailable, as a result of a number of potential causes, including technical failure, natural disasters, extreme weather events, fraud or security attacks that we cannot predict or prevent, and cannot be replaced in a sufficiently short time period, we may be unable to operate our markets.●We utilize a third-party cloud service provider to maintain secondary offsite backups of our and our customers’ data and to distribute real-time data, and we may utilize third-party cloud service providers in the future for additional services. We do not control the operations of third-party cloud service providers or their facilities and may be vulnerable to disruptions in our access to the platform as a result of a number of potential causes, including technical failure, natural disasters, extreme weather events, fraud or security attacks that we cannot predict or prevent. Additionally, any vulnerability of third-party cloud service providers could expose our or our customers’ confidential data, which could result in harm to our business reputation.●FINRA and OCC provide certain regulatory services and functions for our options, equities and futures exchanges, while we retain regulatory responsibilities for such services. If FINRA or OCC stopped providing services, or provided inadequate services, we may be subject to action by the SEC or CFTC, or may have limitations placed upon our markets.●We rely on FINRA CAT LLC, a subsidiary of FINRA, to provide services for the implementation of the CAT. If FINRA CAT LLC or its third-party service providers stop providing services or provide inadequate services, we and the other SROs may not be able to recover costs related to the implementation of CAT, incur penalties for delays of implementation, incur related litigation and other expenses, or incur regulatory liability including 41 Table of Contents Table of Contents Table of Contents Furthermore, new or existing competitors may:●respond more quickly to competitive pressures;●develop products that compete with our products or are preferred by our customers;●offer products and services at prices below ours to gain market share and to promote other businesses;●develop and expand their technology and service offerings more efficiently;●provide better, more user-friendly and more reliable technology;●develop and incorporate more quickly new technologies, such as AI, machine learning, blockchain, distributed ledger technology, quantum computing, tokenization, the cloud, and other emerging technologies;●take greater advantage of acquisitions, alliances and other opportunities;●market, promote, bundle and sell their products and services more effectively;●leverage existing relationships with customers and alliance partners more effectively or exploit brand names to market and sell their services; and●exploit regulatory disparities between traditional, regulated exchanges and alternative markets, including over-the-counter markets, that benefit from a reduced regulatory burden and lower-cost business model.If our products, markets, services and technology are not competitive or we fail to anticipate or respond adequately to changes in technology, customer preferences and regulatory requirements or we encounter any significant delays in product development efforts our business, financial condition and operating results could be materially harmed. We depend on third-party service providers for certain services that are important to our business. An interruption, significant increase in fees or cessation or impairment of such service by any third party could have a material adverse effect on our business, financial condition and operating results.We depend on a number of service providers, including clearing organizations such as OCC, NSCC, DTC, CDS, LCH, Cboe Clear Europe, and Cboe Clear Digital, our wholly-owned subsidiaries, JSCC, ASX Clear Pty Ltd, and SIX x-clear; securities information processors such as the CTA, UTP Securities Information Processor and OPRA; regulatory and other service providers such as FINRA and OCC; the hosts of our data and disaster recovery centers; and various vendors of communications and networking products and services. In addition, we also depend on third party routing and clearing firms that are involved in processing transactions on our behalf. More specifically: ●If OCC, NSCC, DTC, CDS, LCH, Cboe Clear Europe, Cboe Clear Digital, JSCC, ASX Clear Pty Ltd, and SIX x-clear were unable to perform clearing services for existing or new products, or their clearing members were unable or unwilling to clear through them, transactions could likely not occur on our markets or there may be delays, including until clearing is moved to another clearing agency. In 2023, approximately 69.2% of our net transaction and clearing fees were generated by options and futures that were cleared through OCC. ●OPRA, UTP Securities Information Processor and the CTA consolidate options and equities market information, respectively, such as last sale reports and quotations. If any of them were unable to provide this information for a sustained period of time, we may be unable to offer trading on our options and equities markets. ●We are heavily dependent on technology for our markets, including third-party operation of production and disaster recovery data centers, as well as certain communications and networking products and services. If this technology is unavailable, as a result of a number of potential causes, including technical failure, natural disasters, extreme weather events, fraud or security attacks that we cannot predict or prevent, and cannot be replaced in a sufficiently short time period, we may be unable to operate our markets.●We utilize a third-party cloud service provider to maintain secondary offsite backups of our and our customers’ data and to distribute real-time data, and we may utilize third-party cloud service providers in the future for additional services. We do not control the operations of third-party cloud service providers or their facilities and may be vulnerable to disruptions in our access to the platform as a result of a number of potential causes, including technical failure, natural disasters, extreme weather events, fraud or security attacks that we cannot predict or prevent. Additionally, any vulnerability of third-party cloud service providers could expose our or our customers’ confidential data, which could result in harm to our business reputation.●FINRA and OCC provide certain regulatory services and functions for our options, equities and futures exchanges, while we retain regulatory responsibilities for such services. If FINRA or OCC stopped providing services, or provided inadequate services, we may be subject to action by the SEC or CFTC, or may have limitations placed upon our markets.●We rely on FINRA CAT LLC, a subsidiary of FINRA, to provide services for the implementation of the CAT. If FINRA CAT LLC or its third-party service providers stop providing services or provide inadequate services, we and the other SROs may not be able to recover costs related to the implementation of CAT, incur penalties for delays of implementation, incur related litigation and other expenses, or incur regulatory liability including Furthermore, new or existing competitors may: If our products, markets, services and technology are not competitive or we fail to anticipate or respond adequately to changes in technology, customer preferences and regulatory requirements or we encounter any significant delays in product development efforts our business, financial condition and operating results could be materially harmed." }, { "status": "MODIFIED", "current_title": "If we fail to attract or retain highly skilled management and other employees our business may be harmed.", "prior_title": "If we fail to attract or retain highly skilled management and other employees our business may be harmed.", "similarity_score": 0.754, "confidence": "high", "key_changes": [ "Reworded sentence: \"The roles and responsibilities of departing executive officers and employees will need to be filled either by existing or new officers and employees, which may require us to devote time and resources to identifying, hiring and integrating replacements for the departed executives and employees that could otherwise be used to pursue business opportunities, which could have a material adverse effect on our overall business, financial condition, and operating results.\"", "Reworded sentence: \"We have previously faced and may in the future face increased challenges in retaining and attracting qualified employees, including as we implement a return to office plan.\"", "Reworded sentence: \"Additionally, effective succession planning is important to our long-term success.\"" ], "current_body": "Our success largely depends on the skills, experience and continued efforts of management and other key personnel. As a result, to be successful, we must retain and motivate executives and other key employees. However, we have no assurances that these employees will remain with us. The roles and responsibilities of departing executive officers and employees will need to be filled either by existing or new officers and employees, which may require us to devote time and resources to identifying, hiring and integrating replacements for the departed executives and employees that could otherwise be used to pursue business opportunities, which could have a material adverse effect on our overall business, financial condition, and operating results. There is substantial competition for qualified and capable personnel, particularly in the technology space, which may make it difficult for us to retain and recruit qualified employees in sufficient numbers. We have previously faced and may in the future face increased challenges in retaining and attracting qualified employees, including as we implement a return to office plan. Further, potential negative perceptions of our human capital management related programs, including whether due to perceived over- or under-pursuit of such programs, may result in increased challenges in retaining or attracting qualified employees, as well as potential litigation or other adverse impacts. If we fail to retain our current employees, it would be difficult and costly to identify, recruit and train replacements needed to continue to conduct and expand our business. In particular, failure to retain and attract qualified technology personnel could result in systems failures. Consequently, our reputation may be harmed, we may incur additional costs and our profitability could decline. There can be no assurance that we will be able to retain and motivate our employees in the same manner as we have historically done. Additionally, effective succession planning is important to our long-term success. Failure to ensure effective transfer of knowledge and smooth transitions involving our management team and key employees, including the 2023 leadership transitions and the potential transition of our Chief Executive Officer, could hinder our strategic planning and execution.", "prior_body": "Our success largely depends on the skills, experience and continued efforts of management and other key personnel. As a result, to be successful, we must retain and motivate executives and other key employees. However, we have no assurances that these employees will remain with us. The roles and responsibilities of departing executive officers and employees will need to be filled either by existing or new officers and employees, which may require us to devote time and resources to identifying, hiring and integrating replacements for the departed executives and employees that could otherwise be used to pursue business opportunities, which could have a material adverse effect on our overall business, financial condition and operating results. There is substantial competition for qualified and capable personnel, particularly in the technology space, which may make it difficult for us to retain and recruit qualified employees in sufficient numbers. This competition has continued due to tighter supply of available labor and compensation inflation. We have previously faced and may in the future face increased challenges in retaining and attracting qualified employees. If we fail to retain our current employees, it would be difficult and costly to identify, recruit and train replacements needed to continue to conduct and expand our business. In particular, failure to retain and attract qualified technology personnel could result in systems failures. Consequently, our reputation may be harmed, we may incur additional costs and our profitability could decline. There can be no assurance that we will be able to retain and motivate our employees in the same manner as we have historically done. Additionally, effective succession planning is also important to our long-term success. For example, on September 18, 2023, Edward T. Tilly, former Chief Executive Officer of the Company, resigned and voluntarily terminated his employment with the Company. Following Mr. Tilly’s resignation, Fredric J. Tomczyk, an existing director of the Company, was appointed as Chief Executive Officer of the Company, effective as of September 18, 2023. Further, on July 6, 2023, Brian N. Schell, former Executive Vice President, Chief Financial Officer and Treasurer, announced his departure from the Company to pursue a new professional opportunity outside of the exchange industry. Jill M. Griebenow, Senior Vice President, Chief Accounting Officer, was appointed to serve as Executive Vice President, Chief Financial Officer, Treasurer and Chief Accounting Officer effective July 10, 2023, and currently serves as Executive Vice President, Chief Financial Officer. Additionally, on October 12, 2023, Catherine R. Clay was appointed to serve as Executive Vice President, Global Head of Derivatives and Adam Inzirillo was appointed to serve as Executive Vice president, Global Head of Data and Access Solutions. Failure to ensure effective transfer of knowledge and smooth transitions involving our management team and key employees, including the recent leadership transitions, could hinder our strategic planning and execution." }, { "status": "MODIFIED", "current_title": "The technology upon which we rely, including that of our service providers, may be susceptible to security vulnerabilities or breaches that could harm our business and our role in the global marketplace puts us at heightened risk relative to other public companies.", "prior_title": "Revenues from our market data fees and access and capacity fees may be reduced due to declines in our market share, trading volumes or regulatory changes.", "similarity_score": 0.715, "confidence": "medium", "key_changes": [ "Reworded sentence: \"The secure and reliable operation of our technology, including our computer systems and communications networks, and those of our service providers, market participants, investments, and other third parties, is a critical element of our operations or our business, financial condition or operating results.\"", "Reworded sentence: \"Our hybrid work environment, usage of mobile, AI and cloud-based technologies and amount of newly acquired companies and related integrations may increase our risk for a cybersecurity incident.\"", "Reworded sentence: \"While we have experienced in the past, and we expect to continue to experience, cybersecurity threats and events of varying degrees, including events impacting personally identifiable information, we are not aware of any of these threats or events having a material impact on our business, financial condition or operating results to date, however we cannot assure you that we will not experience future threats or events that may be material.\"", "Reworded sentence: \"Collectively, these safeguards and measures or those of our third-party providers, including any cloud technologies, may prove inadequate to prevent the attendant risk posed by cybersecurity incidents, subjecting us to contractual restrictions, liability and damages, loss of business, penalties, unfavorable publicity, increased scrutiny by our regulators, and materially impacting our business, financial condition, and operating results.\"", "Reworded sentence: \"However, we cannot provide assurance that any future vulnerabilities, internal control weaknesses, or events that may be experienced will not be material.\"" ], "current_body": "The secure and reliable operation of our technology, including our computer systems and communications networks, and those of our service providers, market participants, investments, and other third parties, is a critical element of our operations or our business, financial condition or operating results. These systems and networks may be subject to various cybersecurity incidents such as improper or inadvertent access to or disclosure of confidential, commercially sensitive, or personally identifiable information, data theft, corruption or destruction, ransomware, supply chain attack, denial of service attack, malware and other security problems, as well as acts of terrorism, attacks by threat actors including criminal groups, political activist groups and nation-state actors, attacks in connection with geopolitical activity such as the conflicts in Eastern Europe and the Middle East, criminal insider activity, employee error, and service provider, market participant or 32 32 32 Table of Contents Table of Contents third-party disruptions or security breaches. Additionally, cyber threats and the techniques used in cyberattacks change, develop and evolve rapidly, including from emerging technologies, such as advanced forms of artificial intelligence (“AI”) and quantum computing. Our hybrid work environment, usage of mobile, AI and cloud-based technologies and amount of newly acquired companies and related integrations may increase our risk for a cybersecurity incident. Moreover, given our position in the global financial services industry and as critical infrastructure, we may be more likely than other companies to be a direct target, or an indirect casualty, of such events. While we have experienced in the past, and we expect to continue to experience, cybersecurity threats and events of varying degrees, including events impacting personally identifiable information, we are not aware of any of these threats or events having a material impact on our business, financial condition or operating results to date, however we cannot assure you that we will not experience future threats or events that may be material. We maintain policies, procedures and controls designed to safeguard against cybersecurity incidents and unauthorized access by protecting the confidentiality, integrity, availability and reliability of our systems, networks and information. These policies, procedures and controls are subject to monitoring, auditing, and evaluation practices, pursuant to our Enterprise Risk Management program, which is supported by a three lines of defense approach, and our other governance practices. Further, we developed and maintain cybersecurity and data privacy training programs for our employees and our third-party consultants who have access to our systems. We also conduct simulations, tabletop exercises, and response readiness tests and engage independent third parties on a routine basis to perform cybersecurity penetration assessments. Collectively, these safeguards and measures or those of our third-party providers, including any cloud technologies, may prove inadequate to prevent the attendant risk posed by cybersecurity incidents, subjecting us to contractual restrictions, liability and damages, loss of business, penalties, unfavorable publicity, increased scrutiny by our regulators, and materially impacting our business, financial condition, and operating results. We may be required to expend significant resources in the event of any real or threatened breaches in security, including to protect against threatened breaches, to alleviate harm caused by an actual breach, and to address any reputational harm or litigation or regulatory liability. Despite our cybersecurity measures, security vulnerabilities or breaches may remain undetected for an extended period of time. As a result of our ongoing risk management and related assurance activities, we have identified, addressed, and continue to address potential security vulnerabilities and/or internal control weaknesses. We are not aware of any of these vulnerabilities having a material impact on our business, financial condition or operating results to date. However, we cannot provide assurance that any future vulnerabilities, internal control weaknesses, or events that may be experienced will not be material. Such harms also could cause us to lose market participants, experience lower trading volume, and negatively impact our competitive advantage and business, financial condition, and operating results. Additionally, as threats continue to evolve and increase, as we continue to expand ongoing risk management and related assurance activities, and as the domestic and international regulatory environment related to cyber security and data protection becomes increasingly rigorous, we may be required to devote significant additional resources to modify and enhance our security controls and to identify and remediate any security vulnerabilities. Those additional resources could have an adverse effect on our business, financial condition, and operating results.", "prior_body": "The occurrence of any event that reduces the amount of market data fees that we receive, whether as a result of fee reductions, fewer members subscribing to the U.S. tape plans or other market data offerings, lack of new products, declines in market share, trading volumes, or notional volumes, or regulatory changes may have a direct negative impact on our business, financial condition, and operating results. For example, if our market share of U.S. listed equities and options or Cboe’s European equities trading volume were to decline, our share of market data fees could also decline. Moreover, market data fees could decline as a result of a reduction in the number of market data users, for example because of consolidation among market data subscribers or due to a decline in professional subscriptions as a result of staff reductions in the financial services industry or otherwise. Regulatory and legal developments could also impact the fees we receive from market data and access and capacity, or our cost in providing such services. In the U.S., we are generally required to file with the SEC any changes to the fees that we charge for our securities market data products and access and capacity fees. In recent years, certain industry groups have objected to the ability of exchanges to charge for certain market data products. In addition, the SEC and some media have scrutinized market data and market access. As discussed above, the implementation of MDIR or the new equity market structure proposals could cause Cboe’s equities exchanges, BZX, BYX, EDGX, and EDGA, to require additional resources to comply with the new rules, and may have a material impact on our business, financial condition, 38 38 Table of Contentsand operating results, including if, for example, there are lower SIP plan revenues or we must reduce the fees or access fee caps we charge.In addition, the SEC approved a Consolidated Data Plan to replace the three equity data plans that govern the dissemination of real-time, consolidated market data for NMS stocks. While the Consolidated Data Plan order must be resubmitted by SEC, the plan may have a negative impact on the applicable market data revenues that we receive that are generated from such new plan. We believe Cboe Europe Equities and Derivatives currently offers market data to customers on a non-discriminatory basis at a reasonable cost. As European regulators determine how market data should be disaggregated and what is a reasonable commercial basis for providing market data, it could affect our ability to offer market data products in the same manner that we do today thereby causing an adverse effect on our European market data revenues. While MiFID II and MiFIR aim to encourage a commercial solution to a consolidated tape in Europe, should this fail to materialize, policy makers might be encouraged to implement a mandatory solution that could impact our ability to develop our own commercial offering. As discussed above, the E.C. published provisions for a consolidated tape for the EU, which is expected to be implemented in 2026. As proposed, these provisions may have a material impact on our business, financial condition and operating results if, for example, we must reduce the fees we charge for market data.The technology upon which we rely, including that of our service providers, may be susceptible to security vulnerabilities or breaches that could harm our business and our role in the global marketplace puts us at heightened risk relative to other public companies.The secure and reliable operation of our technology, including our computer systems and communications networks, and those of our service providers, market participants, investments, and other third parties, is a critical element of our operations or our business, financial condition or operating results. These systems and networks may be subject to various cybersecurity incidents such as improper or inadvertent access to or disclosure of confidential, commercially sensitive, or personally identifiable information, data theft, corruption or destruction, ransomware, supply chain attack, denial of service attack, malware and other security problems, as well as acts of terrorism, attacks by threat actors including criminal groups, political activist groups and nation-state actors, attacks in connection with geopolitical activity such as the conflicts in Eastern Europe and the Middle East, criminal insider activity, employee error, service provider, market participant or third-party disruptions or security breaches and other events that are beyond our control. Additionally, cyber threats and the techniques used in cyberattacks change, develop and evolve rapidly, including from emerging technologies, such as advanced forms of artificial intelligence (“AI”) and quantum computing. Our increased adoption of remote working, usage of mobile and cloud-based technologies and amount of newly acquired companies and related integrations may increase our risk for a cybersecurity incident. Moreover, given our position in the global financial services industry and as critical infrastructure, we may be more likely than other companies to be a direct target, or an indirect casualty, of such events. While we have experienced in the past, and we expect to continue to experience, cybersecurity threats and events of varying degrees, we are not aware of any of these threats or events having a material impact on our business, financial condition or operating results to date, however we cannot assure you that we will not experience future threats or events that may be material.We maintain policies, procedures and controls designed to safeguard against cybersecurity incidents and unauthorized access by protecting the confidentiality, integrity, availability and reliability of our systems, networks and information. These policies, procedures and controls are subject to monitoring, auditing, and evaluation practices, pursuant to our Enterprise Risk Management program, which is supported by a three lines of defense approach, and our other governance practices. Further, we developed and maintain cybersecurity and data privacy training programs for our employees and our third-party consultants who have access to our systems. We also conduct simulations, tabletop exercises, and response readiness tests and engage independent third parties on a routine basis to perform cybersecurity penetration assessments. Collectively, these safeguards and measures or those of our third-party providers, including any cloud technologies, may prove inadequate to prevent the attendant risk posed by cybersecurity incidents, subjecting us to contractual restrictions, liability and damages, loss of business, penalties, unfavorable publicity, increased scrutiny by our regulators, and materially impacting our business, financial condition and operating results. We may be required to expend significant resources in the event of any real or threatened breaches in security, including to protect against threatened breaches, to alleviate harm caused by an actual breach, and to address any reputational harm or litigation or regulatory liability. Despite our cybersecurity measures, security vulnerabilities or breaches may remain undetected for an extended period of time. As a result of our ongoing risk management and related assurance activities, we have identified, addressed, and continue to address potential security vulnerabilities and/or internal control weaknesses. We are not aware of any of these vulnerabilities having a material impact on our business, financial condition or operating results to date. However, we cannot provide assurance that any future vulnerabilities, internal control weaknesses, or events that 39 Table of Contents Table of Contents Table of Contents and operating results, including if, for example, there are lower SIP plan revenues or we must reduce the fees or access fee caps we charge.In addition, the SEC approved a Consolidated Data Plan to replace the three equity data plans that govern the dissemination of real-time, consolidated market data for NMS stocks. While the Consolidated Data Plan order must be resubmitted by SEC, the plan may have a negative impact on the applicable market data revenues that we receive that are generated from such new plan. We believe Cboe Europe Equities and Derivatives currently offers market data to customers on a non-discriminatory basis at a reasonable cost. As European regulators determine how market data should be disaggregated and what is a reasonable commercial basis for providing market data, it could affect our ability to offer market data products in the same manner that we do today thereby causing an adverse effect on our European market data revenues. While MiFID II and MiFIR aim to encourage a commercial solution to a consolidated tape in Europe, should this fail to materialize, policy makers might be encouraged to implement a mandatory solution that could impact our ability to develop our own commercial offering. As discussed above, the E.C. published provisions for a consolidated tape for the EU, which is expected to be implemented in 2026. As proposed, these provisions may have a material impact on our business, financial condition and operating results if, for example, we must reduce the fees we charge for market data.The technology upon which we rely, including that of our service providers, may be susceptible to security vulnerabilities or breaches that could harm our business and our role in the global marketplace puts us at heightened risk relative to other public companies.The secure and reliable operation of our technology, including our computer systems and communications networks, and those of our service providers, market participants, investments, and other third parties, is a critical element of our operations or our business, financial condition or operating results. These systems and networks may be subject to various cybersecurity incidents such as improper or inadvertent access to or disclosure of confidential, commercially sensitive, or personally identifiable information, data theft, corruption or destruction, ransomware, supply chain attack, denial of service attack, malware and other security problems, as well as acts of terrorism, attacks by threat actors including criminal groups, political activist groups and nation-state actors, attacks in connection with geopolitical activity such as the conflicts in Eastern Europe and the Middle East, criminal insider activity, employee error, service provider, market participant or third-party disruptions or security breaches and other events that are beyond our control. Additionally, cyber threats and the techniques used in cyberattacks change, develop and evolve rapidly, including from emerging technologies, such as advanced forms of artificial intelligence (“AI”) and quantum computing. Our increased adoption of remote working, usage of mobile and cloud-based technologies and amount of newly acquired companies and related integrations may increase our risk for a cybersecurity incident. Moreover, given our position in the global financial services industry and as critical infrastructure, we may be more likely than other companies to be a direct target, or an indirect casualty, of such events. While we have experienced in the past, and we expect to continue to experience, cybersecurity threats and events of varying degrees, we are not aware of any of these threats or events having a material impact on our business, financial condition or operating results to date, however we cannot assure you that we will not experience future threats or events that may be material.We maintain policies, procedures and controls designed to safeguard against cybersecurity incidents and unauthorized access by protecting the confidentiality, integrity, availability and reliability of our systems, networks and information. These policies, procedures and controls are subject to monitoring, auditing, and evaluation practices, pursuant to our Enterprise Risk Management program, which is supported by a three lines of defense approach, and our other governance practices. Further, we developed and maintain cybersecurity and data privacy training programs for our employees and our third-party consultants who have access to our systems. We also conduct simulations, tabletop exercises, and response readiness tests and engage independent third parties on a routine basis to perform cybersecurity penetration assessments. Collectively, these safeguards and measures or those of our third-party providers, including any cloud technologies, may prove inadequate to prevent the attendant risk posed by cybersecurity incidents, subjecting us to contractual restrictions, liability and damages, loss of business, penalties, unfavorable publicity, increased scrutiny by our regulators, and materially impacting our business, financial condition and operating results. We may be required to expend significant resources in the event of any real or threatened breaches in security, including to protect against threatened breaches, to alleviate harm caused by an actual breach, and to address any reputational harm or litigation or regulatory liability. Despite our cybersecurity measures, security vulnerabilities or breaches may remain undetected for an extended period of time. As a result of our ongoing risk management and related assurance activities, we have identified, addressed, and continue to address potential security vulnerabilities and/or internal control weaknesses. We are not aware of any of these vulnerabilities having a material impact on our business, financial condition or operating results to date. However, we cannot provide assurance that any future vulnerabilities, internal control weaknesses, or events that and operating results, including if, for example, there are lower SIP plan revenues or we must reduce the fees or access fee caps we charge. In addition, the SEC approved a Consolidated Data Plan to replace the three equity data plans that govern the dissemination of real-time, consolidated market data for NMS stocks. While the Consolidated Data Plan order must be resubmitted by SEC, the plan may have a negative impact on the applicable market data revenues that we receive that are generated from such new plan. We believe Cboe Europe Equities and Derivatives currently offers market data to customers on a non-discriminatory basis at a reasonable cost. As European regulators determine how market data should be disaggregated and what is a reasonable commercial basis for providing market data, it could affect our ability to offer market data products in the same manner that we do today thereby causing an adverse effect on our European market data revenues. While MiFID II and MiFIR aim to encourage a commercial solution to a consolidated tape in Europe, should this fail to materialize, policy makers might be encouraged to implement a mandatory solution that could impact our ability to develop our own commercial offering. As discussed above, the E.C. published provisions for a consolidated tape for the EU, which is expected to be implemented in 2026. As proposed, these provisions may have a material impact on our business, financial condition and operating results if, for example, we must reduce the fees we charge for market data." }, { "status": "MODIFIED", "current_title": "Certain provisions in our organizational documents and governing law could prevent or delay a change of control.", "prior_title": "If our goodwill, long-lived assets, investments in non-consolidated subsidiaries and intangible assets become impaired, the resulting charge to earnings may be significant.", "similarity_score": 0.705, "confidence": "medium", "key_changes": [ "Reworded sentence: \"Our organizational documents contain provisions that could block actions that stockholders might find favorable, including discouraging, delaying or preventing a change of control or any unsolicited acquisition proposals for us.\"", "Reworded sentence: \"The ability of the Board of Directors to issue preferred stock also could have the effect of discouraging unsolicited acquisition proposals, thus materially adversely affecting the market price of our common stock.\"", "Removed sentence: \"​55 Table of Contents Table of Contents Table of Contents related to Cboe Digital, resulting in decreases in the carrying value of Cboe Digital.\"", "Removed sentence: \"Any determination requiring the write-off of a significant portion of our goodwill, long-lived assets, intangible assets or investments in non-consolidated subsidiaries could materially adversely affect our results of operations and financial condition.As a result of the Company’s annual impairment analysis, completed in the fourth quarter of 2023, 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.Any decision to pay dividends on our common stock is at the discretion of our Board of Directors and depends upon the earnings and cash flow of our operating subsidiaries.\"", "Removed sentence: \"Accordingly, there can be no guarantee that we will pay dividends to our stockholders.Any decision to pay dividends on our common stock in the future will be at the discretion of our Board of Directors, which may determine not to declare dividends at all or at a reduced amount.\"" ], "current_body": "Our organizational documents contain provisions that could block actions that stockholders might find favorable, including discouraging, delaying or preventing a change of control or any unsolicited acquisition proposals for us. These include provisions: •prohibiting stockholders from acting by written consent; •requiring advance notice of director nominations and of business to be brought before a meeting of stockholders; and •requiring that stockholders collectively hold at least 25% of the outstanding shares of our capital stock before they may request a special meeting. In addition, our organizational documents include provisions that: •restrict any person from voting or causing the voting of shares of stock representing more than 20% of our outstanding voting capital stock; and •restrict any person from beneficially owning shares of stock representing more than 20% of the outstanding shares of our capital stock. Furthermore, our Board of Directors has the authority to issue shares of preferred stock in one or more series and to fix the rights and preferences of these shares without stockholder approval. Any series of our preferred stock is likely to be senior to our common stock with respect to dividends, liquidation rights and, possibly, voting rights. The ability of the Board of Directors to issue preferred stock also could have the effect of discouraging unsolicited acquisition proposals, thus materially adversely affecting the market price of our common stock. Delaware law makes it difficult for stockholders that have recently acquired a large interest in a corporation to cause the merger or acquisition of the corporation against the board’s wishes. Under Section 203 of the Delaware General Corporation Law, a Delaware corporation may not engage in any merger or other business combination with an interested stockholder 47 47 47 Table of Contents Table of Contents for a period of three years following the date that the stockholder became an interested stockholder except in limited circumstances, including by approval of the corporation’s Board of Directors. Furthermore, the European countries where we operate regulated entities, such as the UK and Netherlands, may require prior governmental approval before an investor acquires 10% or more of the outstanding shares of our common stock.", "prior_body": "We are required to assess investments in non-consolidated subsidiaries and intangible assets for impairment at least annually. Goodwill impairment testing is performed annually in the fiscal fourth quarter or more frequently if conditions exist that indicate that the asset may be impaired. In the future, we may take charges against earnings resulting from impairment. For example, in 2022, the Company previously recorded goodwill impairment charges of $460.9 million 54 54 Table of Contentsrelated to Cboe Digital, resulting in decreases in the carrying value of Cboe Digital. Any determination requiring the write-off of a significant portion of our goodwill, long-lived assets, intangible assets or investments in non-consolidated subsidiaries could materially adversely affect our results of operations and financial condition.As a result of the Company’s annual impairment analysis, completed in the fourth quarter of 2023, 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.Any decision to pay dividends on our common stock is at the discretion of our Board of Directors and depends upon the earnings and cash flow of our operating subsidiaries. Accordingly, there can be no guarantee that we will pay dividends to our stockholders.Any decision to pay dividends on our common stock in the future will be at the discretion of our Board of Directors, which may determine not to declare dividends at all or at a reduced amount. The board’s determination to declare dividends will depend upon our profitability and financial condition, contractual restrictions, restrictions imposed by applicable law and the SEC and other factors that the board deems relevant. As a holding company with no significant business operations of its own, Cboe Global Markets depends entirely on distributions, if any, it may receive from its subsidiaries to meet its obligations and pay dividends to its stockholders. If these subsidiaries are not profitable, or even if they are and they determine to retain their profits for use in their businesses, we will be unable to pay dividends to our stockholders. Certain provisions in our organizational documents and governing law could prevent or delay a change of control.Our organizational documents contain provisions that could block actions that stockholders might find favorable, including discouraging, delaying or preventing a change of control or any unsolicited acquisition proposals for us. These include provisions:●prohibiting stockholders from acting by written consent;●requiring advance notice of director nominations and of business to be brought before a meeting of stockholders; and●limiting the persons who may call special stockholders’ meetings.​In addition, our organizational documents include provisions that:​●restrict any person from voting or causing the voting of shares of stock representing more than 20% of our outstanding voting capital stock; and●restrict any person from beneficially owning shares of stock representing more than 20% of the outstanding shares of our capital stock.Furthermore, our Board of Directors has the authority to issue shares of preferred stock in one or more series and to fix the rights and preferences of these shares without stockholder approval. Any series of our preferred stock is likely to be senior to our common stock with respect to dividends, liquidation rights and, possibly, voting rights. The ability of the Board of Directors to issue preferred stock also could have the effect of discouraging unsolicited acquisition proposals, thus materially adversely affecting the market price of our common stock.Delaware law makes it difficult for stockholders that have recently acquired a large interest in a corporation to cause the merger or acquisition of the corporation against the board’s wishes. Under Section 203 of the Delaware General Corporation Law, a Delaware corporation may not engage in any merger or other business combination with an interested stockholder for a period of three years following the date that the stockholder became an interested stockholder except in limited circumstances, including by approval of the corporation’s Board of Directors. Furthermore, the European countries where we operate regulated entities, such as the UK and Netherlands, may require prior governmental approval before an investor acquires 10% or more of the outstanding shares of our common stock. ​55 Table of Contents Table of Contents Table of Contents related to Cboe Digital, resulting in decreases in the carrying value of Cboe Digital. Any determination requiring the write-off of a significant portion of our goodwill, long-lived assets, intangible assets or investments in non-consolidated subsidiaries could materially adversely affect our results of operations and financial condition.As a result of the Company’s annual impairment analysis, completed in the fourth quarter of 2023, 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.Any decision to pay dividends on our common stock is at the discretion of our Board of Directors and depends upon the earnings and cash flow of our operating subsidiaries. Accordingly, there can be no guarantee that we will pay dividends to our stockholders.Any decision to pay dividends on our common stock in the future will be at the discretion of our Board of Directors, which may determine not to declare dividends at all or at a reduced amount. The board’s determination to declare dividends will depend upon our profitability and financial condition, contractual restrictions, restrictions imposed by applicable law and the SEC and other factors that the board deems relevant. As a holding company with no significant business operations of its own, Cboe Global Markets depends entirely on distributions, if any, it may receive from its subsidiaries to meet its obligations and pay dividends to its stockholders. If these subsidiaries are not profitable, or even if they are and they determine to retain their profits for use in their businesses, we will be unable to pay dividends to our stockholders. Certain provisions in our organizational documents and governing law could prevent or delay a change of control.Our organizational documents contain provisions that could block actions that stockholders might find favorable, including discouraging, delaying or preventing a change of control or any unsolicited acquisition proposals for us. These include provisions:●prohibiting stockholders from acting by written consent;●requiring advance notice of director nominations and of business to be brought before a meeting of stockholders; and●limiting the persons who may call special stockholders’ meetings.​In addition, our organizational documents include provisions that:​●restrict any person from voting or causing the voting of shares of stock representing more than 20% of our outstanding voting capital stock; and●restrict any person from beneficially owning shares of stock representing more than 20% of the outstanding shares of our capital stock.Furthermore, our Board of Directors has the authority to issue shares of preferred stock in one or more series and to fix the rights and preferences of these shares without stockholder approval. Any series of our preferred stock is likely to be senior to our common stock with respect to dividends, liquidation rights and, possibly, voting rights. The ability of the Board of Directors to issue preferred stock also could have the effect of discouraging unsolicited acquisition proposals, thus materially adversely affecting the market price of our common stock.Delaware law makes it difficult for stockholders that have recently acquired a large interest in a corporation to cause the merger or acquisition of the corporation against the board’s wishes. Under Section 203 of the Delaware General Corporation Law, a Delaware corporation may not engage in any merger or other business combination with an interested stockholder for a period of three years following the date that the stockholder became an interested stockholder except in limited circumstances, including by approval of the corporation’s Board of Directors. Furthermore, the European countries where we operate regulated entities, such as the UK and Netherlands, may require prior governmental approval before an investor acquires 10% or more of the outstanding shares of our common stock. ​ related to Cboe Digital, resulting in decreases in the carrying value of Cboe Digital. Any determination requiring the write-off of a significant portion of our goodwill, long-lived assets, intangible assets or investments in non-consolidated subsidiaries could materially adversely affect our results of operations and financial condition. As a result of the Company’s annual impairment analysis, completed in the fourth quarter of 2023, 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." }, { "status": "MODIFIED", "current_title": "If an index provider from which we have a license or a service provider with respect to proprietary products fails to maintain the quality and integrity of their indices or fails to perform under our agreements with them, if we fail to maintain the quality and integrity of our proprietary indices or indices and other values that we calculate for customers, or if customer preferences change, the revenues that are generated from the trading of proprietary products or the calculation and dissemination of index values may suffer.", "prior_title": "We depend on third-party service providers for certain services that are important to our business. An interruption, significant increase in fees or cessation or impairment of such service by any third party could have a material adverse effect on our business, financial condition and operating results.", "similarity_score": 0.661, "confidence": "medium", "key_changes": [ "Reworded sentence: \"We are a party to a number of license agreements that permit us to list tradeable products related to various indices that are among the most actively traded products on our exchanges.\"", "Reworded sentence: \"The quality and integrity of these indices are dependent on the ability of index providers, including us, to properly maintain the indices.\"", "Reworded sentence: \"If any of our index providers, including us, are unable to maintain the quality and integrity of indices, or if any of the index providers or service providers, including us, fail to perform their obligations under the agreements, trading in derivative products, and therefore transaction fees we receive, may be materially adversely affected or we may not receive the financial benefits of the agreements that we negotiated.\"" ], "current_body": "We are a party to a number of license agreements that permit us to list tradeable products related to various indices that are among the most actively traded products on our exchanges. We also enter into agreements pursuant to which we act as an index provider and calculate and disseminate proprietary indices and other values. We believe that demand for our products is based in part on market perception of the quality and integrity of these indices. The quality and integrity of these indices are dependent on the ability of index providers, including us, to properly maintain the indices. Maintenance includes ongoing index calculation and index rebalancing, and depends on data providers for a number of things, including the timely provision of accurate input data. We also rely on index providers to enforce intellectual property rights against unlicensed uses of the indices and uses of the indices that infringe on our licenses. Some of our agreements concerning our proprietary products obligate the parties to those agreements to provide important services to us. If any of our index providers, including us, are unable to maintain the quality and integrity of indices, or if any of the index providers or service providers, including us, fail to perform their obligations under the agreements, trading in derivative products, and therefore transaction fees we receive, may be materially adversely affected or we may not receive the financial benefits of the agreements that we negotiated. Differences in the calculations from methodologies described in published materials or incorrect calculations of our indices or the failure to implement any planned remedial changes may result in the loss of perceived quality and integrity of our indices, loss of demand for our products, increased potential for investigations and enforcement proceedings, increased potential for failure to perform our obligations under agreements concerning our products or in our capacity as an index 35 35 35 Table of Contents Table of Contents provider, and increased exposure to third party claims and related litigation expenses, which could have a material adverse effect on our business, financial condition, and operating results.", "prior_body": "We depend on a number of service providers, including clearing organizations such as OCC, NSCC, DTC, CDS, LCH, Cboe Clear Europe, and Cboe Clear Digital, our wholly-owned subsidiaries, JSCC, ASX Clear Pty Ltd, and SIX x-clear; securities information processors such as the CTA, UTP Securities Information Processor and OPRA; regulatory and other service providers such as FINRA and OCC; the hosts of our data and disaster recovery centers; and various vendors of communications and networking products and services. In addition, we also depend on third party routing and clearing firms that are involved in processing transactions on our behalf. More specifically: 41 41 Table of Contentsenforcement action by the SEC or limitations placed upon our markets. In addition, until the funding model that shares the cost of the CAT between the SROs and industry members is implemented, the SROs may continue to incur additional significant costs, or result in not being able to collect on the promissory notes related to the funding of the implementation and operation of the CAT. See Note 8 (“Credit Losses”) and Note 9 (“Other Assets, Net”) for further information. ●We rely on third party routing and clearing firms to clear trades in U.S. listed equity securities routed by us to other markets, and to execute trades in options that we route to other markets. With respect to options, all contracts traded on our exchanges must be cleared through clearing members of OCC. At December 31, 2023, there were 117 TPHs that are clearing members of OCC. Three clearing members accounted for approximately 79.6% of transaction and other fees collected through OCC in 2023. Additionally, the three largest clearing members clear the majority of the market-maker sides of transactions at Cboe Options, C2, BZX, EDGX and at all of the options exchanges. Should one of these clearing members or liquidity providers exit the business or withdraw from our options exchanges, impose additional market-maker financial requirements or if market-makers were unable to transfer to another clearing member or other liquidity providers were unable to provide additional liquidity, this could create a significant disruption to the options markets, including ours.We cannot provide assurance that any of these providers will be able to continue to provide these services in an efficient manner or that they will be able to adequately expand their services to meet our needs. An interruption or malfunction in or the cessation or impairment of an important service by a third party or disruption of a third party’s operations could cause us to halt trading in some or all of our products or our services, make us unable to conduct other aspects of our business, cause us to experience the loss of a significant number of market participants or cause us to experience a significant reduction in trading activity on our options and futures markets, each of which could have a material adverse effect on our business, financial condition and operating results. In addition, our inability to make alternative arrangements, such as moving clearing to another clearing agency, in a timely manner, or at all, could have a material adverse impact on our business, financial condition and operating results. If an index provider from which we have a license or a service provider with respect to proprietary products fails to maintain the quality and integrity of their indices or fails to perform under our agreements with them, if we fail to maintain the quality and integrity of our proprietary indices or indices and other values that we calculate as an index provider, or if customer preferences change, the revenues that are generated from the trading of proprietary products or the calculation and dissemination of index values may suffer.We are a party to a number of license agreements that permit us to list tradeable products related to various indices that are among the most actively traded products on our exchanges. We also enter into agreements pursuant to which we act as an index provider and calculate and disseminate proprietary indices and other values. We believe that demand for our products is based in part on market perception of the quality and integrity of these indices. The quality and integrity of these indices are dependent on the ability of index providers, including us, to maintain the index. Maintenance includes ongoing index calculation, index rebalancing and dependance on index providers for a number of things, including the provision of index data. We also rely on index providers to enforce intellectual property rights against unlicensed uses of the indices and uses of the indices that infringe on our licenses. Some of our agreements concerning our proprietary products obligate the parties to those agreements to provide important services to us. If any of our index providers, including us, are unable to maintain the quality and integrity of indices, or if any of the index providers or service providers, including us, fail to perform their obligations under the agreements, trading in these products, and therefore transaction fees we receive, may be materially adversely affected or we may not receive the financial benefits of the agreements that we negotiated. Differences in the calculations from methodologies described in published materials or incorrect calculations of our indices, including those instances that we announced on July 30, 2021, or the failure to implement any planned remedial changes may result in the loss of perceived quality and integrity of our indices, loss of demand for our products, increased potential for investigations and enforcement proceedings, increased potential for failure to perform our obligations under agreements concerning our products or in our capacity as an index provider, and increased exposure to third party claims and related litigation expenses, which could have a material adverse effect on our business, financial condition and operating results.42 Table of Contents Table of Contents Table of Contents enforcement action by the SEC or limitations placed upon our markets. In addition, until the funding model that shares the cost of the CAT between the SROs and industry members is implemented, the SROs may continue to incur additional significant costs, or result in not being able to collect on the promissory notes related to the funding of the implementation and operation of the CAT. See Note 8 (“Credit Losses”) and Note 9 (“Other Assets, Net”) for further information. ●We rely on third party routing and clearing firms to clear trades in U.S. listed equity securities routed by us to other markets, and to execute trades in options that we route to other markets. With respect to options, all contracts traded on our exchanges must be cleared through clearing members of OCC. At December 31, 2023, there were 117 TPHs that are clearing members of OCC. Three clearing members accounted for approximately 79.6% of transaction and other fees collected through OCC in 2023. Additionally, the three largest clearing members clear the majority of the market-maker sides of transactions at Cboe Options, C2, BZX, EDGX and at all of the options exchanges. Should one of these clearing members or liquidity providers exit the business or withdraw from our options exchanges, impose additional market-maker financial requirements or if market-makers were unable to transfer to another clearing member or other liquidity providers were unable to provide additional liquidity, this could create a significant disruption to the options markets, including ours.We cannot provide assurance that any of these providers will be able to continue to provide these services in an efficient manner or that they will be able to adequately expand their services to meet our needs. An interruption or malfunction in or the cessation or impairment of an important service by a third party or disruption of a third party’s operations could cause us to halt trading in some or all of our products or our services, make us unable to conduct other aspects of our business, cause us to experience the loss of a significant number of market participants or cause us to experience a significant reduction in trading activity on our options and futures markets, each of which could have a material adverse effect on our business, financial condition and operating results. In addition, our inability to make alternative arrangements, such as moving clearing to another clearing agency, in a timely manner, or at all, could have a material adverse impact on our business, financial condition and operating results. If an index provider from which we have a license or a service provider with respect to proprietary products fails to maintain the quality and integrity of their indices or fails to perform under our agreements with them, if we fail to maintain the quality and integrity of our proprietary indices or indices and other values that we calculate as an index provider, or if customer preferences change, the revenues that are generated from the trading of proprietary products or the calculation and dissemination of index values may suffer.We are a party to a number of license agreements that permit us to list tradeable products related to various indices that are among the most actively traded products on our exchanges. We also enter into agreements pursuant to which we act as an index provider and calculate and disseminate proprietary indices and other values. We believe that demand for our products is based in part on market perception of the quality and integrity of these indices. The quality and integrity of these indices are dependent on the ability of index providers, including us, to maintain the index. Maintenance includes ongoing index calculation, index rebalancing and dependance on index providers for a number of things, including the provision of index data. We also rely on index providers to enforce intellectual property rights against unlicensed uses of the indices and uses of the indices that infringe on our licenses. Some of our agreements concerning our proprietary products obligate the parties to those agreements to provide important services to us. If any of our index providers, including us, are unable to maintain the quality and integrity of indices, or if any of the index providers or service providers, including us, fail to perform their obligations under the agreements, trading in these products, and therefore transaction fees we receive, may be materially adversely affected or we may not receive the financial benefits of the agreements that we negotiated. Differences in the calculations from methodologies described in published materials or incorrect calculations of our indices, including those instances that we announced on July 30, 2021, or the failure to implement any planned remedial changes may result in the loss of perceived quality and integrity of our indices, loss of demand for our products, increased potential for investigations and enforcement proceedings, increased potential for failure to perform our obligations under agreements concerning our products or in our capacity as an index provider, and increased exposure to third party claims and related litigation expenses, which could have a material adverse effect on our business, financial condition and operating results. With respect to options, all contracts traded on our exchanges must be cleared through clearing members of OCC. At December 31, 2023, there were 117 TPHs that are clearing members of OCC. Three clearing members accounted for approximately 79.6% of transaction and other fees collected through OCC in 2023. Additionally, the three largest clearing members clear the majority of the market-maker sides of transactions at Cboe Options, C2, BZX, EDGX and at all of the options exchanges. Should one of these clearing members or liquidity providers exit the business or withdraw from our options exchanges, impose additional market-maker financial requirements or if market-makers were unable to transfer to another clearing member or other liquidity providers were unable to provide additional liquidity, this could create a significant disruption to the options markets, including ours. We cannot provide assurance that any of these providers will be able to continue to provide these services in an efficient manner or that they will be able to adequately expand their services to meet our needs. An interruption or malfunction in or the cessation or impairment of an important service by a third party or disruption of a third party’s operations could cause us to halt trading in some or all of our products or our services, make us unable to conduct other aspects of our business, cause us to experience the loss of a significant number of market participants or cause us to experience a significant reduction in trading activity on our options and futures markets, each of which could have a material adverse effect on our business, financial condition and operating results. In addition, our inability to make alternative arrangements, such as moving clearing to another clearing agency, in a timely manner, or at all, could have a material adverse impact on our business, financial condition and operating results." }, { "status": "MODIFIED", "current_title": "Managing our business interests and our regulatory responsibilities may adversely affect our business.", "prior_title": "Potential conflicts of interest between our for-profit status and our regulatory responsibilities may adversely affect our business.", "similarity_score": 0.661, "confidence": "medium", "key_changes": [ "Reworded sentence: \"As a competitive business with regulatory responsibilities, we are responsible for disciplining TPHs and members for violating our rules, including by imposing fines and sanctions.\"" ], "current_body": "As a competitive business with regulatory responsibilities, we are responsible for disciplining TPHs and members for violating our rules, including by imposing fines and sanctions. This may create competing interests between our business interests and our regulatory responsibilities. Any failure by us to fulfill our regulatory obligations could significantly harm our reputation, increase regulatory scrutiny or cause the SEC or CFTC to take action against us, all of which could materially adversely affect our business, results of operations or financial condition.", "prior_body": "As a for-profit business with regulatory responsibilities, we are responsible for disciplining TPHs and members for violating our rules, including by imposing fines and sanctions. This may create a conflict of interest between our business interests and our regulatory responsibilities. Any failure by us to fulfill our regulatory obligations could significantly harm our reputation, increase regulatory scrutiny or cause the SEC or CFTC to take action against us, all of which could materially adversely affect our business, results of operations or financial condition." }, { "status": "MODIFIED", "current_title": "Damage to our reputation could have a material adverse effect on our business, financial condition, and operating results.", "prior_title": "Damage to our reputation could have a material adverse effect on our business, financial condition and operating results.", "similarity_score": 0.649, "confidence": "medium", "key_changes": [ "Reworded sentence: \"Various issues may give rise to reputational risk, including issues relating to: •the representation of our business in the media; •the quality and benefits of using our proprietary products, including the reliability, integrity and functionality of our transaction-based businesses and index calculations and the accuracy of our market data; •the ability to execute our business plan, key initiatives or new business ventures and the ability to keep up with changing customer demands and regulatory initiatives; •our regulatory compliance and our enforcement of compliance on our customers; •the accuracy of our customer billing, financial statements, and other financial and statistical information; •the quality of our corporate governance structure; 38 38 38 Table of Contents Table of Contents •the quality of our disclosure controls and internal controls over financial reporting, including any failures in supervision; •the integrity and performance of our computer and communications systems; •the ability to successfully complete technology migrations; •the failure to successfully expand into new asset classes, such as SFT or U.S.\"" ], "current_body": "We believe one of our competitive strengths is our strong industry reputation. Various issues may give rise to reputational risk, including issues relating to: •the representation of our business in the media; •the quality and benefits of using our proprietary products, including the reliability, integrity and functionality of our transaction-based businesses and index calculations and the accuracy of our market data; •the ability to execute our business plan, key initiatives or new business ventures and the ability to keep up with changing customer demands and regulatory initiatives; •our regulatory compliance and our enforcement of compliance on our customers; •the accuracy of our customer billing, financial statements, and other financial and statistical information; •the quality of our corporate governance structure; 38 38 38 Table of Contents Table of Contents •the quality of our disclosure controls and internal controls over financial reporting, including any failures in supervision; •the integrity and performance of our computer and communications systems; •the ability to successfully complete technology migrations; •the failure to successfully expand into new asset classes, such as SFT or U.S. Treasuries, or new geographies; •security breaches, including any unauthorized delivery of proprietary data to third parties; •management of our outsourcing relationships, including our relationship with FINRA and NFA; •any misconduct or fraudulent activity by our employees, especially senior management, or other persons formerly or currently associated with us; •our listings business and our enforcement of our listing rules; and •any negative publicity surrounding the corporate equities or ETPs that we serve as the listing destination. Damage to our reputation could cause a reduction in the trading volume of our proprietary products or on our markets or cause us to lose customers. This, in turn, may have a material adverse effect on our business, financial condition, and operating results.", "prior_body": "We believe one of our competitive strengths is our strong industry reputation. Various issues may give rise to reputational risk, including issues relating to: Damage to our reputation could cause a reduction in the trading volume of our proprietary products or on our markets or cause us to lose customers. This, in turn, may have a material adverse effect on our business, financial condition and operating results." }, { "status": "MODIFIED", "current_title": "Our global operations are complex and subject us to increased business and economic risks that could adversely affect our financial results.", "prior_title": "If an index provider from which we have a license or a service provider with respect to proprietary products fails to maintain the quality and integrity of their indices or fails to perform under our agreements with them, if we fail to maintain the quality and integrity of our proprietary indices or indices and other values that we calculate as an index provider, or if customer preferences change, the revenues that are generated from the trading of proprietary products or the calculation and dissemination of index values may suffer.", "similarity_score": 0.633, "confidence": "medium", "key_changes": [ "Reworded sentence: \"In addition to our operations in the U.S., we have operations in the UK, continental Europe, Canada, Hong Kong, Australia, Japan, Philippines, and Singapore.\"", "Reworded sentence: \"These risks include: •fluctuations in currency exchange rates; •complying with extensive and complex compliance requirements, regulations and oversight by regulators other than our primary functional regulators; •difficulties in staffing and associated costs in managing multiple international locations; •general economic, social, and political conditions, including the conflicts in Eastern Europe and the Middle East; •protectionist laws and business practices that favor local businesses in some countries; •reduced protection for intellectual property rights in some countries; •different technology platforms; •language and cultural differences; •potentially adverse tax consequences; and •natural disasters and extreme weather events that may impact global operations differently.\"", "Reworded sentence: \"More specifically, we have exposure to exchange rate movements between the British pound, the Euro, the Canadian dollar, the Hong Kong dollar, the Australian dollar, the Japanese Yen, the Philippine Peso, and the Singapore dollar against the U.S.\"", "Reworded sentence: \"See Note 16 (\"Segment Reporting\") for additional information about the Company’s geographic exposure.\"" ], "current_body": "In addition to our operations in the U.S., we have operations in the UK, continental Europe, Canada, Hong Kong, Australia, Japan, Philippines, and Singapore. In connection with our expanded global operations, we face certain risks inherent in doing business globally. These risks include: •fluctuations in currency exchange rates; •complying with extensive and complex compliance requirements, regulations and oversight by regulators other than our primary functional regulators; •difficulties in staffing and associated costs in managing multiple international locations; •general economic, social, and political conditions, including the conflicts in Eastern Europe and the Middle East; •protectionist laws and business practices that favor local businesses in some countries; •reduced protection for intellectual property rights in some countries; •different technology platforms; •language and cultural differences; •potentially adverse tax consequences; and •natural disasters and extreme weather events that may impact global operations differently. If we are unable to manage the complexity of our global operations successfully, or if the risks above become substantial for us, our financial performance and operating results could suffer. Further, any measures we may implement to reduce risks of our global operations may not be effective, may increase our expenses and may require significant management time and effort. More specifically, we have exposure to exchange rate movements between the British pound, the Euro, the Canadian dollar, the Hong Kong dollar, the Australian dollar, the Japanese Yen, the Philippine Peso, and the Singapore dollar against the U.S. dollar. Significant inflation or changes in foreign exchange rates with respect to one or more of these currencies could occur as a result of general economic or political conditions, acts of war or terrorism, changes in governmental monetary or tax policy, or changes in local interest rates. These exchange rate differences would affect the translation of our non-U.S. results of operations and financial condition into U.S. dollars as part of our consolidated financial statements. See Note 16 (\"Segment Reporting\") for additional information about the Company’s geographic exposure.", "prior_body": "We are a party to a number of license agreements that permit us to list tradeable products related to various indices that are among the most actively traded products on our exchanges. We also enter into agreements pursuant to which we act as an index provider and calculate and disseminate proprietary indices and other values. We believe that demand for our products is based in part on market perception of the quality and integrity of these indices. The quality and integrity of these indices are dependent on the ability of index providers, including us, to maintain the index. Maintenance includes ongoing index calculation, index rebalancing and dependance on index providers for a number of things, including the provision of index data. We also rely on index providers to enforce intellectual property rights against unlicensed uses of the indices and uses of the indices that infringe on our licenses. Some of our agreements concerning our proprietary products obligate the parties to those agreements to provide important services to us. If any of our index providers, including us, are unable to maintain the quality and integrity of indices, or if any of the index providers or service providers, including us, fail to perform their obligations under the agreements, trading in these products, and therefore transaction fees we receive, may be materially adversely affected or we may not receive the financial benefits of the agreements that we negotiated. Differences in the calculations from methodologies described in published materials or incorrect calculations of our indices, including those instances that we announced on July 30, 2021, or the failure to implement any planned remedial changes may result in the loss of perceived quality and integrity of our indices, loss of demand for our products, increased potential for investigations and enforcement proceedings, increased potential for failure to perform our obligations under agreements concerning our products or in our capacity as an index provider, and increased exposure to third party claims and related litigation expenses, which could have a material adverse effect on our business, financial condition and operating results. 42 42 Table of ContentsWe may not effectively manage our growth, which could materially harm our business, financial condition and operating results.We expect that our business will continue to grow, which may place a significant strain on our management, personnel, systems and resources. We must continually improve our operational, billing, financial and regulatory systems and managerial controls and procedures, and may need to continue to expand, train and manage our workforce. We must also maintain close coordination among our technology, legal, accounting, finance, marketing, sales, regulatory and compliance functions. If we fail to manage our growth effectively, our business, financial condition and operating results could be materially harmed. For example, from time to time we discover and remediate billing errors, however, we are not aware of any of these errors having a material impact on our business, financial condition or operating results to date, however we cannot assure you that we will not experience future errors or events that may be material or result in additional regulatory scrutiny. Furthermore, failure to successfully expand into new asset classes, such as the digital asset space or U.S. Treasuries, or new geographies may materially adversely affect our growth strategy and our future profitability. Our continued growth will require increased investment by us in technology, facilities, personnel, and financial and management systems and controls. It also will require expansion of our procedures for monitoring and assuring our compliance with applicable regulations, and we will need to integrate, train and manage a growing employee base. The expansion of our existing businesses, any expansion into new businesses and the resulting growth of our employee base will increase our need for internal audit and monitoring processes, which may be more extensive and broader in scope than those we have historically required. We may not be successful in identifying or implementing all of the processes that are necessary. Further, unless our growth results in an increase in our revenues that is proportionally greater than or equal to the increase in our costs associated with this growth, our business, financial condition and operating results may be materially adversely affected.Our global operations are complex and subject us to increased business and economic risks that could adversely affect our financial results.In addition to our operations in the U.S., we have operations in the UK, continental Europe, Canada, Hong Kong, Australia, Japan, Philippines, and Singapore. In connection with our expanded global operations, we face certain risks inherent in doing business globally. These risks include:​●fluctuations in currency exchange rates;●complying with extensive and complex compliance requirements, regulations and oversight by regulators other than our primary functional regulators;●difficulties in staffing and associated costs in managing multiple international locations;●general economic, social, and political conditions, including the conflicts in Eastern Europe and the Middle East;●protectionist laws and business practices that favor local businesses in some countries;●reduced protection for intellectual property rights in some countries;●different technology platforms;●language and cultural differences; ●potentially adverse tax consequence; and●natural disasters and extreme weather events that may impact global operations differently. ​If we are unable to manage the complexity of our global operations successfully, or if the risks above become substantial for us, our financial performance and operating results could suffer. Further, any measures we may implement to reduce risks of our global operations may not be effective, may increase our expenses and may require significant management time and effort. ​More specifically, we have exposure to exchange rate movements between the British pound, the Euro, the Canadian dollar, the Hong Kong dollar, the Australian dollar, the Japanese Yen, the Philippine Peso, and the Singapore dollar against the U.S. dollar. Significant inflation or changes in foreign exchange rates with respect to one or more of these currencies could occur as a result of general economic or political conditions, acts of war or terrorism, changes in governmental monetary or tax policy, or changes in local interest rates. These exchange rate differences would affect the translation of our non-U.S. results of operations and financial condition into U.S. dollars as part of our consolidated financial statements. See Note 16 (“Segment Reporting”) for additional information about the Company’s geographic exposure.​43 Table of Contents Table of Contents Table of Contents We may not effectively manage our growth, which could materially harm our business, financial condition and operating results.We expect that our business will continue to grow, which may place a significant strain on our management, personnel, systems and resources. We must continually improve our operational, billing, financial and regulatory systems and managerial controls and procedures, and may need to continue to expand, train and manage our workforce. We must also maintain close coordination among our technology, legal, accounting, finance, marketing, sales, regulatory and compliance functions. If we fail to manage our growth effectively, our business, financial condition and operating results could be materially harmed. For example, from time to time we discover and remediate billing errors, however, we are not aware of any of these errors having a material impact on our business, financial condition or operating results to date, however we cannot assure you that we will not experience future errors or events that may be material or result in additional regulatory scrutiny. Furthermore, failure to successfully expand into new asset classes, such as the digital asset space or U.S. Treasuries, or new geographies may materially adversely affect our growth strategy and our future profitability. Our continued growth will require increased investment by us in technology, facilities, personnel, and financial and management systems and controls. It also will require expansion of our procedures for monitoring and assuring our compliance with applicable regulations, and we will need to integrate, train and manage a growing employee base. The expansion of our existing businesses, any expansion into new businesses and the resulting growth of our employee base will increase our need for internal audit and monitoring processes, which may be more extensive and broader in scope than those we have historically required. We may not be successful in identifying or implementing all of the processes that are necessary. Further, unless our growth results in an increase in our revenues that is proportionally greater than or equal to the increase in our costs associated with this growth, our business, financial condition and operating results may be materially adversely affected.Our global operations are complex and subject us to increased business and economic risks that could adversely affect our financial results.In addition to our operations in the U.S., we have operations in the UK, continental Europe, Canada, Hong Kong, Australia, Japan, Philippines, and Singapore. In connection with our expanded global operations, we face certain risks inherent in doing business globally. These risks include:​●fluctuations in currency exchange rates;●complying with extensive and complex compliance requirements, regulations and oversight by regulators other than our primary functional regulators;●difficulties in staffing and associated costs in managing multiple international locations;●general economic, social, and political conditions, including the conflicts in Eastern Europe and the Middle East;●protectionist laws and business practices that favor local businesses in some countries;●reduced protection for intellectual property rights in some countries;●different technology platforms;●language and cultural differences; ●potentially adverse tax consequence; and●natural disasters and extreme weather events that may impact global operations differently. ​If we are unable to manage the complexity of our global operations successfully, or if the risks above become substantial for us, our financial performance and operating results could suffer. Further, any measures we may implement to reduce risks of our global operations may not be effective, may increase our expenses and may require significant management time and effort. ​More specifically, we have exposure to exchange rate movements between the British pound, the Euro, the Canadian dollar, the Hong Kong dollar, the Australian dollar, the Japanese Yen, the Philippine Peso, and the Singapore dollar against the U.S. dollar. Significant inflation or changes in foreign exchange rates with respect to one or more of these currencies could occur as a result of general economic or political conditions, acts of war or terrorism, changes in governmental monetary or tax policy, or changes in local interest rates. These exchange rate differences would affect the translation of our non-U.S. results of operations and financial condition into U.S. dollars as part of our consolidated financial statements. See Note 16 (“Segment Reporting”) for additional information about the Company’s geographic exposure.​" }, { "status": "MODIFIED", "current_title": "Revenues from our market data fees and access and capacity fees may be reduced due to declines in our market share, trading volumes or regulatory changes.", "prior_title": "Our business may be adversely affected by price competition.", "similarity_score": 0.63, "confidence": "medium", "key_changes": [ "Reworded sentence: \"The occurrence of any event that reduces the amount of market data fees that we receive, whether as a result of fee reductions, fewer members subscribing to the U.S.\"", "Reworded sentence: \"In addition, the SEC and some media have scrutinized market data and market access products and fees.\"" ], "current_body": "The occurrence of any event that reduces the amount of market data fees that we receive, whether as a result of fee reductions, fewer members subscribing to the U.S. tape plans or other market data offerings, lack of new products, declines in market share, trading volumes, or notional volumes, or regulatory changes may have a direct negative impact on our business, financial condition, and operating results. For example, if our market share of U.S. listed equities and options or Cboe’s European equities trading volume were to decline, our share of market data fees could also decline. Moreover, market data fees could decline as a result of a reduction in the number of market data users, for example because of consolidation among market data subscribers or due to a decline in professional subscriptions as a result of staff reductions in the financial services industry or otherwise. Regulatory and legal developments could also impact the fees we receive from market data and access and capacity, or our cost in providing such services. In the U.S., we are generally required to file with the SEC any changes to the fees that we charge for our securities market data products and access and capacity fees. In recent years, certain industry groups have objected to the ability of exchanges to charge for certain market data products. In addition, the SEC and some media have scrutinized market data and market access products and fees. As discussed above, the implementation of MDIR or the equity market structure rules and proposals could cause Cboe’s equities exchanges, BZX, BYX, EDGX, and EDGA, to require additional resources to comply with the new rules, and may have a material impact on our business, financial condition, and operating results, including if, for example, there are lower SIP plan revenues or we must reduce the fees or access fee caps we charge. Further, we have asked a court to review the SEC’s disapproval of our 2024 proposed rule change to adopt a rule providing that our order and execution management systems (“OEMSs\") that operate independently from our registered national securities exchanges are not “facilities” of those exchanges. This disapproval required our OEMSs to continue to follow exchange regulations, such as rule filing requirements. Being required to continue to follow exchange regulations could reduce our OEMSs’ competitiveness, could result in a reduction of the value of OEMSs to us, and is likely to increase our compliance and challenge costs. See “Legal Proceedings” for more information. In addition, the SEC approved a Consolidated Data Plan to replace the three equity data plans that govern the dissemination of real-time, consolidated market data for NMS stocks. If implemented as-is, the Consolidated Data Plan will reduce Cboe’s voting share in the Operating Committee for the Securities Information Processors, which in turn, may impact Cboe’s ability to influence votes on market data revenue matters. We believe Cboe Europe Equities and Derivatives currently offers market data to customers on a non-discriminatory basis at a reasonable cost. As European regulators determine how market data should be disaggregated and what is a reasonable commercial basis for providing market data, it could affect our ability to offer market data products in the same manner that we do today thereby causing an adverse effect on our European market data revenues. While MiFID II and MiFIR aim to encourage a commercial solution to a consolidated tape in Europe, should this fail to materialize, policy makers might be encouraged to implement a mandatory solution that could impact our ability to develop our own commercial offering. As discussed above, the E.C. published provisions for a consolidated tape for the EU, which is expected to be implemented in 2026. As proposed, these provisions may have a material impact on our business, financial condition, and operating results if, for example, we must reduce the fees we charge for market data.", "prior_body": "The securities industry is characterized by intense price competition, especially with respect to transaction fees. We may be required to adjust pricing to respond to actions by new or existing competitors, which could adversely impact our business, financial condition and operating results. We also compete with respect to the pricing of market data and value-added market data, such as historical market data. In our options segment, the pricing model for trade execution has changed in response to competitive market conditions, and our competitors have adjusted transaction fees and fee structures accordingly, including by opening new exchanges, which allow them to offer multiple pricing models that can appeal to different segments of market participants. These changes have resulted in significant pricing pressures on us, especially on transaction fees and incentives for multi-listed products. As a result of these pricing pressures, our average rate per multi-listed options contract may decrease. It is likely that this pressure will continue and even intensify as our competitors continue to seek to increase their share of trading by further reducing their transaction fees or by offering other financial incentives to order providers and liquidity providers to induce them to direct orders to their markets. In addition, one or more competitors may engage in aggressive pricing strategies and significantly decrease or completely eliminate their profit margin for a period of time in order to capture a greater share of trading volume. Some order-providing firms on our exchanges have taken ownership positions in options exchanges that compete with us and such exchanges have given those firms added economic incentives to direct orders to them. With respect to our proprietary products, we compete with futures exchanges and swap execution facilities that offer similar products and other financial market participants that offer over-the-counter derivatives. We also compete against certain multi-listed options products, such as SPY options, which offer some of the features of our proprietary products, such as SPX options. To attract market share, we may offer “inverted” pricing specials or no-transaction fee trading from time to time, per various fee schedules across our equities exchanges. These forms of promotions, along with other supplemental liquidity programs, may adversely affect our profitability. Further, regulatory and legal developments, including the new equity market structure proposals and the new Volume Based Proposal could also adversely impact, as applicable, our ability to adjust pricing to respond to actions by new or existing competitors, the amount of liquidity providers can provide, our ability to offer members volume-based pricing. Additionally, in the U.S., we are generally required to file with the SEC any changes to the fees that we charge and in recent years the SEC has more heavily scrutinized pricing changes. 37 37 Table of ContentsIf we are unable to compete successfully with respect to the pricing of our services and products, our business, financial condition and operating results may be materially and adversely affected. We could lose a substantial percentage of our share of trading if we are unable to price transactions in a competitive manner. Also, our profits could decline if competitive pressures or regulatory changes force us to reduce fees.A significant portion of our operating revenues is generated by our transaction and clearing-based business. If the amount of trading volume on our markets or clearing volume decreases, or the product mix shifts to lower revenue products, our revenues from transaction and clearing fees will most likely decrease.In 2023, approximately 71.2% of our revenues less cost of revenues were generated by our transaction and clearing-based business. This business is dependent on our ability to attract and maintain order flow, both in absolute terms and relative to other market centers. If the amount of trading volume on our Exchanges, Cboe Digital Exchange, CFE, BIDS Trading, Cboe Canada Inc., notional value traded on Cboe FX, Cboe SEF, Cboe Europe Equities and Derivatives, Cboe Australia, and Cboe Japan or clearing volumes at Cboe Clear Europe or Cboe Clear Digital decrease, we are likely to see a decrease in fees. Our total trading or clearing volumes could decline if our market participants reduce their trading or clearing activity for any reason, such as:●heightened capital requirements;●transaction tax; ●regulatory or legislative actions;●reduced need to trade due to changes in volatility and/or passive investment trends;●reduced access to capital required to fund trading activities; ●consolidation among market participants;●suspensions of open outcry trading; or●significant market disruptions.Over the past few years, a number of legislative actions have been taken, both domestically and internationally, that may cause market participants to be subject to increased capital requirements and additional compliance burdens. These actions, including MiFID II, MiFIR, and the new equity market structure proposals, may incentivize trading away from our markets or cause market participants to reduce trading activity on or routing to our markets.In addition, the transaction fees generated are different based on type of product and other factors, including the type of customer and certain volume discounts. If the amount of our trading volume decreases, including as a result of the Volume Based Proposal proposed prohibition on volume-based agency tiers, or the mix traded shifts to our lower revenue per contract products, our revenues from transaction fees will most likely decrease. We can offer no assurance that we would be able to reduce our costs to match the amount of any such decrease.Revenues from our market data fees and access and capacity fees may be reduced due to declines in our market share, trading volumes or regulatory changes.The occurrence of any event that reduces the amount of market data fees that we receive, whether as a result of fee reductions, fewer members subscribing to the U.S. tape plans or other market data offerings, lack of new products, declines in market share, trading volumes, or notional volumes, or regulatory changes may have a direct negative impact on our business, financial condition, and operating results. For example, if our market share of U.S. listed equities and options or Cboe’s European equities trading volume were to decline, our share of market data fees could also decline. Moreover, market data fees could decline as a result of a reduction in the number of market data users, for example because of consolidation among market data subscribers or due to a decline in professional subscriptions as a result of staff reductions in the financial services industry or otherwise. Regulatory and legal developments could also impact the fees we receive from market data and access and capacity, or our cost in providing such services. In the U.S., we are generally required to file with the SEC any changes to the fees that we charge for our securities market data products and access and capacity fees. In recent years, certain industry groups have objected to the ability of exchanges to charge for certain market data products. In addition, the SEC and some media have scrutinized market data and market access. As discussed above, the implementation of MDIR or the new equity market structure proposals could cause Cboe’s equities exchanges, BZX, BYX, EDGX, and EDGA, to require additional resources to comply with the new rules, and may have a material impact on our business, financial condition, 38 Table of Contents Table of Contents Table of Contents If we are unable to compete successfully with respect to the pricing of our services and products, our business, financial condition and operating results may be materially and adversely affected. We could lose a substantial percentage of our share of trading if we are unable to price transactions in a competitive manner. Also, our profits could decline if competitive pressures or regulatory changes force us to reduce fees.A significant portion of our operating revenues is generated by our transaction and clearing-based business. If the amount of trading volume on our markets or clearing volume decreases, or the product mix shifts to lower revenue products, our revenues from transaction and clearing fees will most likely decrease.In 2023, approximately 71.2% of our revenues less cost of revenues were generated by our transaction and clearing-based business. This business is dependent on our ability to attract and maintain order flow, both in absolute terms and relative to other market centers. If the amount of trading volume on our Exchanges, Cboe Digital Exchange, CFE, BIDS Trading, Cboe Canada Inc., notional value traded on Cboe FX, Cboe SEF, Cboe Europe Equities and Derivatives, Cboe Australia, and Cboe Japan or clearing volumes at Cboe Clear Europe or Cboe Clear Digital decrease, we are likely to see a decrease in fees. Our total trading or clearing volumes could decline if our market participants reduce their trading or clearing activity for any reason, such as:●heightened capital requirements;●transaction tax; ●regulatory or legislative actions;●reduced need to trade due to changes in volatility and/or passive investment trends;●reduced access to capital required to fund trading activities; ●consolidation among market participants;●suspensions of open outcry trading; or●significant market disruptions.Over the past few years, a number of legislative actions have been taken, both domestically and internationally, that may cause market participants to be subject to increased capital requirements and additional compliance burdens. These actions, including MiFID II, MiFIR, and the new equity market structure proposals, may incentivize trading away from our markets or cause market participants to reduce trading activity on or routing to our markets.In addition, the transaction fees generated are different based on type of product and other factors, including the type of customer and certain volume discounts. If the amount of our trading volume decreases, including as a result of the Volume Based Proposal proposed prohibition on volume-based agency tiers, or the mix traded shifts to our lower revenue per contract products, our revenues from transaction fees will most likely decrease. We can offer no assurance that we would be able to reduce our costs to match the amount of any such decrease.Revenues from our market data fees and access and capacity fees may be reduced due to declines in our market share, trading volumes or regulatory changes.The occurrence of any event that reduces the amount of market data fees that we receive, whether as a result of fee reductions, fewer members subscribing to the U.S. tape plans or other market data offerings, lack of new products, declines in market share, trading volumes, or notional volumes, or regulatory changes may have a direct negative impact on our business, financial condition, and operating results. For example, if our market share of U.S. listed equities and options or Cboe’s European equities trading volume were to decline, our share of market data fees could also decline. Moreover, market data fees could decline as a result of a reduction in the number of market data users, for example because of consolidation among market data subscribers or due to a decline in professional subscriptions as a result of staff reductions in the financial services industry or otherwise. Regulatory and legal developments could also impact the fees we receive from market data and access and capacity, or our cost in providing such services. In the U.S., we are generally required to file with the SEC any changes to the fees that we charge for our securities market data products and access and capacity fees. In recent years, certain industry groups have objected to the ability of exchanges to charge for certain market data products. In addition, the SEC and some media have scrutinized market data and market access. As discussed above, the implementation of MDIR or the new equity market structure proposals could cause Cboe’s equities exchanges, BZX, BYX, EDGX, and EDGA, to require additional resources to comply with the new rules, and may have a material impact on our business, financial condition, If we are unable to compete successfully with respect to the pricing of our services and products, our business, financial condition and operating results may be materially and adversely affected. We could lose a substantial percentage of our share of trading if we are unable to price transactions in a competitive manner. Also, our profits could decline if competitive pressures or regulatory changes force us to reduce fees." }, { "status": "MODIFIED", "current_title": "We selectively explore acquisition opportunities and strategic alliances relating to other businesses, products or technologies. We may not be successful in integrating other businesses, products or technologies with our business. Any such transaction also may not produce the results we anticipate, which could materially adversely affect our business, financial condition, and operating results.", "prior_title": "We selectively explore acquisition opportunities and strategic alliances relating to other businesses, products or technologies. We may not be successful in integrating other businesses, products or technologies with our business. Any such transaction also may not produce the results we anticipate, which could materially adversely affect our business, financial condition and operating results.", "similarity_score": 0.62, "confidence": "medium", "key_changes": [ "Removed sentence: \"For example, in 2022 we completed our acquisitions of Cboe Digital, an operator of a U.S.\"", "Removed sentence: \"based digital asset spot market, a regulated futures exchange and a regulated clearinghouse, and Aequitas Innovations Inc.\"", "Removed sentence: \"and Neo Exchange Inc., which at the time were recognized Canadian securities exchanges.\"", "Removed sentence: \"In 2021 we purchased Cboe Asia Pacific, a 47 47 Table of Contentsholding company of alternative market operators in Australia and Japan, and in 2020, we purchased Hanweck and the assets of FT Options, which are providers of risk analytics market data, the assets of Trade Alert, a real-time alerts and order flow analysis service provider, Cboe Clear Europe, an operator of a European clearinghouse, and TriAct Canada Marketplace LP, which at the time was an operator of an equities ATS in Canada called MATCHNow.\"", "Removed sentence: \"At the end of 2020, we also purchased BIDS Trading, a registered broker-dealer and operator of the BIDS ATS in the U.S., which is not a registered national securities exchange or a facility thereof.\"" ], "current_body": "We selectively explore and pursue acquisition and other opportunities to strengthen our business and grow our Company. We may enter into business combination transactions, make acquisitions or enter into strategic partnerships, joint ventures or alliances, any of which may be material. The market for acquisition targets and strategic alliances is highly competitive, which could make it more difficult to find appropriate merger or acquisition opportunities. If we are required to raise capital by incurring debt or issuing additional equity for any reason in connection with a strategic acquisition or investment, financing may not be available or the terms of such financing may not be favorable to us and our stockholders, whose interests may be diluted by the issuance of additional stock. The process of integration, including in new geographies and asset classes with new regulatory regimes, may expose us to a number of unforeseen risks and operating difficulties, including risks relating to information technology migrations, integrations and security, regulatory issues, and other issues, and may divert the attention of management from the ongoing operation of our business and harm our reputation. We may not successfully achieve the integration objectives, and we may not realize the anticipated cost savings, revenue growth and synergies in full or at all, or it may take longer to realize them than expected, any of which could negatively impact our business, financial condition, and operating results. For example, in 40 40 40 Table of Contents Table of Contents May 2024, we halted trading on the Cboe Digital spot market, our spot digital asset trading platform, in-line with our plans to wind down the spot digital asset trading market and refocus the digital asset business to leverage Cboe’s core strengths in derivatives, technology and product innovation. Further, the success of acquisitions, integrations, and future operations may also depend in part on our ability to retain following acquisitions key employees of acquired companies or find suitable candidates to replace such key employees who leave. If we are unable to retain such key employees, including management, we could face disruptions in our operations, integrations, loss of customers, loss of key information, expertise or know-how, and unanticipated additional recruitment costs.", "prior_body": "We selectively explore and pursue acquisition and other opportunities to strengthen our business and grow our Company. We may enter into business combination transactions, make acquisitions or enter into strategic partnerships, joint ventures or alliances, any of which may be material. The market for acquisition targets and strategic alliances is highly competitive, which could make it more difficult to find appropriate merger or acquisition opportunities. If we are required to raise capital by incurring debt or issuing additional equity for any reason in connection with a strategic acquisition or investment, financing may not be available or the terms of such financing may not be favorable to us and our stockholders, whose interests may be diluted by the issuance of additional stock. For example, in 2022 we completed our acquisitions of Cboe Digital, an operator of a U.S. based digital asset spot market, a regulated futures exchange and a regulated clearinghouse, and Aequitas Innovations Inc. and Neo Exchange Inc., which at the time were recognized Canadian securities exchanges. In 2021 we purchased Cboe Asia Pacific, a 47 47 Table of Contentsholding company of alternative market operators in Australia and Japan, and in 2020, we purchased Hanweck and the assets of FT Options, which are providers of risk analytics market data, the assets of Trade Alert, a real-time alerts and order flow analysis service provider, Cboe Clear Europe, an operator of a European clearinghouse, and TriAct Canada Marketplace LP, which at the time was an operator of an equities ATS in Canada called MATCHNow. At the end of 2020, we also purchased BIDS Trading, a registered broker-dealer and operator of the BIDS ATS in the U.S., which is not a registered national securities exchange or a facility thereof. Cboe maintains the BIDS ATS as an independently managed and operated trading venue, separate from and not integrated with the Exchanges.The process of integration, including in new geographies and asset classes with new regulatory regimes, may expose us to a number of unforeseen risks and operating difficulties, including risks relating to information technology migrations, integrations and security, regulatory issues, and other issues, and may divert the attention of management from the ongoing operation of our business and harm our reputation. We may not successfully achieve the integration objectives, and we may not realize the anticipated cost savings, revenue growth and synergies in full or at all, or it may take longer to realize them than expected, any of which could negatively impact our business, financial condition and operating results.Further, the success of acquisitions, integrations, and future operations may also depend in part on our ability to retain following acquisitions key employees of acquired companies or find suitable candidates to replace such key employees who leave. If we are unable to retain such key employees, including management, we could face disruptions in our operations, integrations, loss of customers, loss of key information, expertise or know-how, and unanticipated additional recruitment costs. For additional risks related to our Cboe Digital acquisition, see the Risk Factors Section entitled “Risks Relating to Our Cboe Digital Business” below.A pandemic, such as the COVID-19 pandemic, and its effects may have significant impacts on economies around the world. Impacts of a pandemic could also have a material adverse effect on our business, financial condition, operating results and cash flows. A pandemic, such as the COVID-19 pandemic, may have significant impacts on economies around the world. Governments, public institutions, and other organizations around the world may take or reimpose previous, emergency measures to combat a potential pandemic, including vaccination requirements, implementation of travel bans, stay-at-home orders, border closures, and closures of offices, factories, schools, public buildings and businesses. These measures may disrupt the supply chain and may interfere with the ability of our employees, vendors, technology equipment suppliers, data and disaster recovery centers, and other service providers to perform their respective responsibilities and obligations relative to the conduct of our business. In addition to uncertain expenses and impacts to our business we may incur due to a pandemic as part of us providing a safe and healthy work and trading environment, employees working remotely from different locations and in connection with our return to our offices, we may also be subject to claims from employees or customers alleging failure to maintain safe premises and restrictions with respect to protocols relating to such pandemic. Further, changes in trading behavior, impacts to trading behavior due to market disruptions, temporary suspensions of open outcry trading, temporary regulatory measures and other future developments caused by the effects of a pandemic, including a re-occurrence of cases and the emergence of variants, 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 and could heighten many of the other risks described herein. Risks Relating to Legal and Regulatory Matters We operate in a highly regulated industry and may be subject to censures, fines and other legal proceedings if we fail to comply with legal and regulatory obligations.Cboe Options, C2, BZX, BYX, EDGX, and EDGA are registered national securities exchanges and SROs, and, as such, are subject to comprehensive regulation by the SEC. CFE is a DCM and Cboe SEF is a SEF, each registered with the CFTC and subject to comprehensive regulation by the CFTC. In addition to its other SRO responsibilities, BZX, as a listing market, also is responsible for evaluating applications submitted by issuers interested in listing their securities on BZX and monitoring each issuer’s compliance with BZX’s continued listing standards. The Exchanges may be subject to additional responsibilities in other international jurisdictions where the Exchanges may be authorized to act as foreign exchanges. Failure to comply with these SRO and other responsibilities could result in potential sanctions or fines and a negative impact on Cboe’s reputation and/or branding. 48 Table of Contents Table of Contents Table of Contents holding company of alternative market operators in Australia and Japan, and in 2020, we purchased Hanweck and the assets of FT Options, which are providers of risk analytics market data, the assets of Trade Alert, a real-time alerts and order flow analysis service provider, Cboe Clear Europe, an operator of a European clearinghouse, and TriAct Canada Marketplace LP, which at the time was an operator of an equities ATS in Canada called MATCHNow. At the end of 2020, we also purchased BIDS Trading, a registered broker-dealer and operator of the BIDS ATS in the U.S., which is not a registered national securities exchange or a facility thereof. Cboe maintains the BIDS ATS as an independently managed and operated trading venue, separate from and not integrated with the Exchanges.The process of integration, including in new geographies and asset classes with new regulatory regimes, may expose us to a number of unforeseen risks and operating difficulties, including risks relating to information technology migrations, integrations and security, regulatory issues, and other issues, and may divert the attention of management from the ongoing operation of our business and harm our reputation. We may not successfully achieve the integration objectives, and we may not realize the anticipated cost savings, revenue growth and synergies in full or at all, or it may take longer to realize them than expected, any of which could negatively impact our business, financial condition and operating results.Further, the success of acquisitions, integrations, and future operations may also depend in part on our ability to retain following acquisitions key employees of acquired companies or find suitable candidates to replace such key employees who leave. If we are unable to retain such key employees, including management, we could face disruptions in our operations, integrations, loss of customers, loss of key information, expertise or know-how, and unanticipated additional recruitment costs. For additional risks related to our Cboe Digital acquisition, see the Risk Factors Section entitled “Risks Relating to Our Cboe Digital Business” below.A pandemic, such as the COVID-19 pandemic, and its effects may have significant impacts on economies around the world. Impacts of a pandemic could also have a material adverse effect on our business, financial condition, operating results and cash flows. A pandemic, such as the COVID-19 pandemic, may have significant impacts on economies around the world. Governments, public institutions, and other organizations around the world may take or reimpose previous, emergency measures to combat a potential pandemic, including vaccination requirements, implementation of travel bans, stay-at-home orders, border closures, and closures of offices, factories, schools, public buildings and businesses. These measures may disrupt the supply chain and may interfere with the ability of our employees, vendors, technology equipment suppliers, data and disaster recovery centers, and other service providers to perform their respective responsibilities and obligations relative to the conduct of our business. In addition to uncertain expenses and impacts to our business we may incur due to a pandemic as part of us providing a safe and healthy work and trading environment, employees working remotely from different locations and in connection with our return to our offices, we may also be subject to claims from employees or customers alleging failure to maintain safe premises and restrictions with respect to protocols relating to such pandemic. Further, changes in trading behavior, impacts to trading behavior due to market disruptions, temporary suspensions of open outcry trading, temporary regulatory measures and other future developments caused by the effects of a pandemic, including a re-occurrence of cases and the emergence of variants, 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 and could heighten many of the other risks described herein. Risks Relating to Legal and Regulatory Matters We operate in a highly regulated industry and may be subject to censures, fines and other legal proceedings if we fail to comply with legal and regulatory obligations.Cboe Options, C2, BZX, BYX, EDGX, and EDGA are registered national securities exchanges and SROs, and, as such, are subject to comprehensive regulation by the SEC. CFE is a DCM and Cboe SEF is a SEF, each registered with the CFTC and subject to comprehensive regulation by the CFTC. In addition to its other SRO responsibilities, BZX, as a listing market, also is responsible for evaluating applications submitted by issuers interested in listing their securities on BZX and monitoring each issuer’s compliance with BZX’s continued listing standards. The Exchanges may be subject to additional responsibilities in other international jurisdictions where the Exchanges may be authorized to act as foreign exchanges. Failure to comply with these SRO and other responsibilities could result in potential sanctions or fines and a negative impact on Cboe’s reputation and/or branding. holding company of alternative market operators in Australia and Japan, and in 2020, we purchased Hanweck and the assets of FT Options, which are providers of risk analytics market data, the assets of Trade Alert, a real-time alerts and order flow analysis service provider, Cboe Clear Europe, an operator of a European clearinghouse, and TriAct Canada Marketplace LP, which at the time was an operator of an equities ATS in Canada called MATCHNow. At the end of 2020, we also purchased BIDS Trading, a registered broker-dealer and operator of the BIDS ATS in the U.S., which is not a registered national securities exchange or a facility thereof. Cboe maintains the BIDS ATS as an independently managed and operated trading venue, separate from and not integrated with the Exchanges. The process of integration, including in new geographies and asset classes with new regulatory regimes, may expose us to a number of unforeseen risks and operating difficulties, including risks relating to information technology migrations, integrations and security, regulatory issues, and other issues, and may divert the attention of management from the ongoing operation of our business and harm our reputation. We may not successfully achieve the integration objectives, and we may not realize the anticipated cost savings, revenue growth and synergies in full or at all, or it may take longer to realize them than expected, any of which could negatively impact our business, financial condition and operating results. Further, the success of acquisitions, integrations, and future operations may also depend in part on our ability to retain following acquisitions key employees of acquired companies or find suitable candidates to replace such key employees who leave. If we are unable to retain such key employees, including management, we could face disruptions in our operations, integrations, loss of customers, loss of key information, expertise or know-how, and unanticipated additional recruitment costs. For additional risks related to our Cboe Digital acquisition, see the Risk Factors Section entitled “Risks Relating to Our Cboe Digital Business” below." }, { "status": "MODIFIED", "current_title": "We are subject to litigation risks and other liabilities.", "prior_title": "If our risk management and compliance methods are not effective, we may suffer adverse consequences, such as investigations and enforcement actions from regulators, our business, financial condition and operating results may be adversely affected.", "similarity_score": 0.59, "confidence": "low", "key_changes": [ "Reworded sentence: \"Many aspects of our business involve substantial risks of litigation and other liabilities.\"" ], "current_body": "Many aspects of our business involve substantial risks of litigation and other liabilities. Although under current law we expect to be immune from private suits arising from conduct within our regulatory authority and from acts and forbearances incident to the exercise of our regulatory authority, we expect this immunity will only cover certain of our activities in the U.S., and we could be exposed to liability under foreign, national and local laws, court decisions and rules and regulations promulgated by regulatory agencies. Some of our other liability risks arise under the laws and regulations relating to the tax, employment, intellectual property, anti-money laundering, technology export, cybersecurity, foreign asset controls, foreign corrupt practices, employee labor and employment areas, including anti-discrimination and fair-pay laws and regulations, and the businesses of companies listed on any of our exchanges. Liability could also result from disputes over the terms of a trade executed on one of our markets, claims that a system failure or delay cost a customer money, claims we entered into an unauthorized transaction or claims that we provided materially false or misleading statements in connection with a transaction. For example, we are subject to on-going legal and tax disputes that could result in the payment of fines, interest, penalties or damages and could expose us to additional liability in the future. See Item 3 “Legal Proceedings” in this Annual Report for a general description of our legal proceedings and claims, Note 21 (\"Income Taxes\"), and Note 23 (\"Commitments, Contingencies, and Guarantees\") to the consolidated financial statements and related notes, which are included elsewhere in this Annual Report, for a summary of specific legal and tax proceedings. Further, we could incur significant expenses vigorously defending the claims mentioned above (including those found to be barred due to immunity) and any future claims, even those without merit, which could adversely affect our business, financial condition, and operating results. The outcomes of existing claims and any future claims cannot be determined and an adverse resolution of any lawsuit or claim against us may require us to pay substantial damages or impose restrictions on how we conduct business, either of which could adversely affect our business, financial condition, and operating results. In addition, we may have to establish accruals for those matters in circumstances when a loss contingency is considered probable and the related amount is reasonably estimable. Any such accruals may be adjusted as circumstances change.", "prior_body": "We maintain risk management, compliance and monitoring policies, procedures and programs that are reasonably designed to help with our compliance with applicable laws and rules and to prevent, detect, deter, monitor and manage our risks, including enterprise risk, compliance, regulatory, and internal audit programs, but such policies, procedures and programs may not be fully effective in their operation. Further, we face the risk of intervention by regulatory authorities, including extensive examination and surveillance activity. In the case of actual or alleged non-compliance with applicable laws or regulations, we could be subject to investigations and judicial or administrative proceedings that may result in penalties, settlements or civil lawsuits, including by customers, or third parties, for damages, which may be substantial. For example, the SEC has previously brought actions against exchange operators, including us, for failing to fulfill their obligations to have an effective regulatory system. Any failure to comply with applicable laws and rules could materially adversely affect our business, reputation, financial condition and operating results and, in extreme cases, our ability to conduct our business or portions thereof. As the parent company for SROs, other markets, and a clearinghouse, we are responsible for maintaining markets that comply with securities and futures laws, SEC, FCA, AFM, DNB, CIRO, OSC, ASIC, JFSA, JSDA, ESMA, and CFTC regulations and the rules of the respective exchanges, markets and clearinghouse. We have methods to identify, monitor and manage our risks. Management of legal, compliance, and regulatory risk, among other risks, requires policies and procedures to properly monitor and manage risk. Additionally, as we continue to integrate the technology, associates, and processes of recent acquisitions, we may not be able to identify additional risks. Further, the practices we utilize to integrate these acquisitions may not be effective at identifying or monitoring and managing risks related to ongoing integration activities. If our policies, procedures, and compliance systems are not effective or we are not successful in monitoring or evaluating the risks to which we are or may be exposed, our business, reputation, financial condition and operating results could be materially adversely affected. We cannot provide assurance that our policies and procedures will always be effective, or that our management, compliance department, risk department, regulatory department and related enterprise risk management framework, including the three lines of defense approach, and internal audit department would be able to identify any such ineffectiveness. If these departments or the enterprise risk management framework, and related policies and procedures are not effective, we may be subject to monetary or other penalties by our regulators, and our insurance policies may not provide adequate coverage. 52 52 Table of ContentsOur ability to implement or amend rules could be limited or delayed because of regulation, which could negatively affect our ability to implement needed changes.Our Exchanges registered with the SEC must submit proposed rule changes to the SEC for its review and, in many cases, its approval. Even where a proposed rule change may be effective upon filing with the SEC, the SEC retains the right to suspend and disapprove such a rule change. Also, the CFTC may stay or disapprove rules that we file with it for Cboe Digital futures exchange and clearinghouse, CFE, or Cboe SEF. The rule review process can be lengthy and can significantly delay the implementation of proposed rule changes that we believe are necessary to the operation of our markets. If the SEC or CFTC delays, including because of a government shutdown, or does not allow one of our Exchanges to implement a rule change, this could negatively affect our ability to make needed changes or implement business activities.Similarly, the SEC must approve amendments to our exchange subsidiaries’ certificates of incorporation and bylaws as well as certain amendments to the certificate of incorporation and bylaws of Cboe Global Markets. The SEC may decide not to approve a proposed amendment or may delay such approval in a manner that could negatively affect our ability to make a desired change, which could prevent or delay us from improving the operations of our markets or recognize income from new products. Changes in the tax laws and regulations affecting us, our products and our market participants could have a material adverse effect on our business. Legislation may be proposed, both domestically and internationally, that could add a transaction tax on our products or change the way that our market participants are taxed on the products they trade on our markets. A number of federal, state and local jurisdictions in the U.S. and EU Member States have considered a financial transaction tax, but many details remain to be discussed and agreed, including how to assess the tax. Additionally, legislation has been proposed from time to time on a federal level that would introduce in the U.S. mark-to-market tax treatment for all derivatives contracts and require gains and losses be taxed at ordinary income tax rates. Implementation of such taxes could result in a reduction in volumes and liquidity, which would have a negative impact on our operations.In addition to proposed tax changes that could affect our market participants, like other corporations, we are subject to taxes at federal, state and local levels, as well as in non-U.S. jurisdictions. More specifically, some jurisdictions where we operate are implementing Pillar 2 laws to effectuate a 15% minimum tax as of January 1, 2024. Currently, we do not expect a material tax cost to arise from the implementation of such legislation, as drafted. Changes in tax laws, including Pillar 2 laws, regulations or policies or successful claims by tax authorities could result in our having to pay higher taxes, which would in turn reduce our net income. If this occurs, we may experience a higher effective tax rate.We are subject to litigation risks and other liabilities.Many aspects of our business involve substantial risks of litigation and other liabilities. Although under current law we expect to be immune from private suits arising from conduct within our regulatory authority and from acts and forbearances incident to the exercise of our regulatory authority, we expect this immunity will only cover certain of our activities in the U.S., and we could be exposed to liability under foreign, national and local laws, court decisions and rules and regulations promulgated by regulatory agencies.Some of our other liability risks arise under the laws and regulations relating to the tax, employment, intellectual property, anti-money laundering, technology export, cybersecurity, foreign asset controls, foreign corrupt practices, employee labor and employment areas, including anti-discrimination and fair-pay laws and regulations, and the businesses of companies listed on any of our exchanges. Liability could also result from disputes over the terms of a trade executed on one of our markets, claims that a system failure or delay cost a customer money, claims we entered into an unauthorized transaction or claims that we provided materially false or misleading statements in connection with a transaction.For example, we are subject to on-going legal disputes that could result in the payment of fines, penalties or damages and could expose us to additional liability in the future. See Item 3 “Legal Proceedings” in this Annual Report for a general description of our legal proceedings and claims and Note 23 (“Commitments, Contingencies, and Guarantees – Legal Proceedings”) to the consolidated financial statements and related notes, which are included elsewhere in this Annual Report, for a summary of specific legal proceedings.53 Table of Contents Table of Contents Table of Contents Our ability to implement or amend rules could be limited or delayed because of regulation, which could negatively affect our ability to implement needed changes.Our Exchanges registered with the SEC must submit proposed rule changes to the SEC for its review and, in many cases, its approval. Even where a proposed rule change may be effective upon filing with the SEC, the SEC retains the right to suspend and disapprove such a rule change. Also, the CFTC may stay or disapprove rules that we file with it for Cboe Digital futures exchange and clearinghouse, CFE, or Cboe SEF. The rule review process can be lengthy and can significantly delay the implementation of proposed rule changes that we believe are necessary to the operation of our markets. If the SEC or CFTC delays, including because of a government shutdown, or does not allow one of our Exchanges to implement a rule change, this could negatively affect our ability to make needed changes or implement business activities.Similarly, the SEC must approve amendments to our exchange subsidiaries’ certificates of incorporation and bylaws as well as certain amendments to the certificate of incorporation and bylaws of Cboe Global Markets. The SEC may decide not to approve a proposed amendment or may delay such approval in a manner that could negatively affect our ability to make a desired change, which could prevent or delay us from improving the operations of our markets or recognize income from new products. Changes in the tax laws and regulations affecting us, our products and our market participants could have a material adverse effect on our business. Legislation may be proposed, both domestically and internationally, that could add a transaction tax on our products or change the way that our market participants are taxed on the products they trade on our markets. A number of federal, state and local jurisdictions in the U.S. and EU Member States have considered a financial transaction tax, but many details remain to be discussed and agreed, including how to assess the tax. Additionally, legislation has been proposed from time to time on a federal level that would introduce in the U.S. mark-to-market tax treatment for all derivatives contracts and require gains and losses be taxed at ordinary income tax rates. Implementation of such taxes could result in a reduction in volumes and liquidity, which would have a negative impact on our operations.In addition to proposed tax changes that could affect our market participants, like other corporations, we are subject to taxes at federal, state and local levels, as well as in non-U.S. jurisdictions. More specifically, some jurisdictions where we operate are implementing Pillar 2 laws to effectuate a 15% minimum tax as of January 1, 2024. Currently, we do not expect a material tax cost to arise from the implementation of such legislation, as drafted. Changes in tax laws, including Pillar 2 laws, regulations or policies or successful claims by tax authorities could result in our having to pay higher taxes, which would in turn reduce our net income. If this occurs, we may experience a higher effective tax rate.We are subject to litigation risks and other liabilities.Many aspects of our business involve substantial risks of litigation and other liabilities. Although under current law we expect to be immune from private suits arising from conduct within our regulatory authority and from acts and forbearances incident to the exercise of our regulatory authority, we expect this immunity will only cover certain of our activities in the U.S., and we could be exposed to liability under foreign, national and local laws, court decisions and rules and regulations promulgated by regulatory agencies.Some of our other liability risks arise under the laws and regulations relating to the tax, employment, intellectual property, anti-money laundering, technology export, cybersecurity, foreign asset controls, foreign corrupt practices, employee labor and employment areas, including anti-discrimination and fair-pay laws and regulations, and the businesses of companies listed on any of our exchanges. Liability could also result from disputes over the terms of a trade executed on one of our markets, claims that a system failure or delay cost a customer money, claims we entered into an unauthorized transaction or claims that we provided materially false or misleading statements in connection with a transaction.For example, we are subject to on-going legal disputes that could result in the payment of fines, penalties or damages and could expose us to additional liability in the future. See Item 3 “Legal Proceedings” in this Annual Report for a general description of our legal proceedings and claims and Note 23 (“Commitments, Contingencies, and Guarantees – Legal Proceedings”) to the consolidated financial statements and related notes, which are included elsewhere in this Annual Report, for a summary of specific legal proceedings." }, { "status": "MODIFIED", "current_title": "Intense competition could materially adversely affect our market share and financial performance.", "prior_title": "The technology upon which we rely, including that of our service providers, may be susceptible to security vulnerabilities or breaches that could harm our business and our role in the global marketplace puts us at heightened risk relative to other public companies.", "similarity_score": 0.483, "confidence": "low", "key_changes": [ "Reworded sentence: \"The market for trade execution services, clearing and products is intensely competitive in the asset classes and geographies in which we operate.\"", "Reworded sentence: \"See “Business – Competition” for more information.\"", "Reworded sentence: \"In addition, our business, financial condition, and operating results may be materially adversely affected if we cannot successfully develop, introduce and/or market new services and products or if we need to adopt costly and customized technology for our services and products.\"" ], "current_body": "The market for trade execution services, clearing and products is intensely competitive in the asset classes and geographies in which we operate. Increased competition may result in a decline in our share of trading activity and a decline 33 33 33 Table of Contents Table of Contents in our revenues from transaction and clearing fees and market data fees, thereby materially adversely affecting our operating results. We compete with a number of entities and markets on several different fronts, including the cost, quality and speed of our trade execution, functionality and ease of use of our trading and clearing platforms, range of our products and services, our technological innovation and adaptation and our reputation. In particular, we have seen increased competition from off-exchange venues, which have increased their share of trading activity. See “Business – Competition” for more information. Some of our competitors and potential competitors have greater financial, marketing, technological, personnel and other resources than we do. These factors may enable them to develop similar or more innovative products, to offer lower transaction and clearing fees or better execution to their customers or to execute their business strategies more quickly or efficiently than we can. In addition, our business, financial condition, and operating results may be materially adversely affected if we cannot successfully develop, introduce and/or market new services and products or if we need to adopt costly and customized technology for our services and products. Furthermore, new or existing competitors may: •respond more quickly to competitive pressures; •develop products that compete with our products or are preferred by our customers; •offer products and services at prices below ours to gain market share and to promote other businesses; •develop and expand their technology and service offerings more efficiently; •provide better, more user-friendly and more reliable technology; •develop and incorporate more quickly new technologies, such as AI, machine learning, blockchain, distributed ledger technology, quantum computing, tokenization, the cloud, and other emerging technologies; •take greater advantage of acquisitions, alliances and other opportunities; •market, promote, bundle and sell their products and services more effectively; •leverage existing relationships with customers and alliance partners more effectively or exploit brand names to market and sell their services; and •exploit regulatory disparities between traditional, regulated exchanges and alternative markets, including over-the-counter markets, that benefit from a reduced regulatory burden and lower-cost business model. If our products, markets, services and technology are not competitive or we fail to anticipate or respond adequately to changes in technology, customer preferences and regulatory requirements or we encounter any significant delays in product development efforts our business, financial condition, and operating results could be materially harmed.", "prior_body": "The secure and reliable operation of our technology, including our computer systems and communications networks, and those of our service providers, market participants, investments, and other third parties, is a critical element of our operations or our business, financial condition or operating results. These systems and networks may be subject to various cybersecurity incidents such as improper or inadvertent access to or disclosure of confidential, commercially sensitive, or personally identifiable information, data theft, corruption or destruction, ransomware, supply chain attack, denial of service attack, malware and other security problems, as well as acts of terrorism, attacks by threat actors including criminal groups, political activist groups and nation-state actors, attacks in connection with geopolitical activity such as the conflicts in Eastern Europe and the Middle East, criminal insider activity, employee error, service provider, market participant or third-party disruptions or security breaches and other events that are beyond our control. Additionally, cyber threats and the techniques used in cyberattacks change, develop and evolve rapidly, including from emerging technologies, such as advanced forms of artificial intelligence (“AI”) and quantum computing. Our increased adoption of remote working, usage of mobile and cloud-based technologies and amount of newly acquired companies and related integrations may increase our risk for a cybersecurity incident. Moreover, given our position in the global financial services industry and as critical infrastructure, we may be more likely than other companies to be a direct target, or an indirect casualty, of such events. While we have experienced in the past, and we expect to continue to experience, cybersecurity threats and events of varying degrees, we are not aware of any of these threats or events having a material impact on our business, financial condition or operating results to date, however we cannot assure you that we will not experience future threats or events that may be material. We maintain policies, procedures and controls designed to safeguard against cybersecurity incidents and unauthorized access by protecting the confidentiality, integrity, availability and reliability of our systems, networks and information. These policies, procedures and controls are subject to monitoring, auditing, and evaluation practices, pursuant to our Enterprise Risk Management program, which is supported by a three lines of defense approach, and our other governance practices. Further, we developed and maintain cybersecurity and data privacy training programs for our employees and our third-party consultants who have access to our systems. We also conduct simulations, tabletop exercises, and response readiness tests and engage independent third parties on a routine basis to perform cybersecurity penetration assessments. Collectively, these safeguards and measures or those of our third-party providers, including any cloud technologies, may prove inadequate to prevent the attendant risk posed by cybersecurity incidents, subjecting us to contractual restrictions, liability and damages, loss of business, penalties, unfavorable publicity, increased scrutiny by our regulators, and materially impacting our business, financial condition and operating results. We may be required to expend significant resources in the event of any real or threatened breaches in security, including to protect against threatened breaches, to alleviate harm caused by an actual breach, and to address any reputational harm or litigation or regulatory liability. Despite our cybersecurity measures, security vulnerabilities or breaches may remain undetected for an extended period of time. As a result of our ongoing risk management and related assurance activities, we have identified, addressed, and continue to address potential security vulnerabilities and/or internal control weaknesses. We are not aware of any of these vulnerabilities having a material impact on our business, financial condition or operating results to date. However, we cannot provide assurance that any future vulnerabilities, internal control weaknesses, or events that 39 39 Table of Contentsmay be experienced will not be material. Such harms also could cause us to lose market participants, experience lower trading volume, and negatively impact our competitive advantage and business, financial condition and operating results.Additionally, as threats continue to evolve and increase, as we continue to expand ongoing risk management and related assurance activities, and as the domestic and international regulatory environment related to cyber security and data protection becomes increasingly rigorous, we may be required to devote significant additional resources to modify and enhance our security controls and to identify and remediate any security vulnerabilities. Those additional resources could have an adverse effect on our business, financial condition and operating results.If we fail to attract or retain highly skilled management and other employees our business may be harmed.Our success largely depends on the skills, experience and continued efforts of management and other key personnel. As a result, to be successful, we must retain and motivate executives and other key employees. However, we have no assurances that these employees will remain with us. The roles and responsibilities of departing executive officers and employees will need to be filled either by existing or new officers and employees, which may require us to devote time and resources to identifying, hiring and integrating replacements for the departed executives and employees that could otherwise be used to pursue business opportunities, which could have a material adverse effect on our overall business, financial condition and operating results. There is substantial competition for qualified and capable personnel, particularly in the technology space, which may make it difficult for us to retain and recruit qualified employees in sufficient numbers. This competition has continued due to tighter supply of available labor and compensation inflation. We have previously faced and may in the future face increased challenges in retaining and attracting qualified employees. If we fail to retain our current employees, it would be difficult and costly to identify, recruit and train replacements needed to continue to conduct and expand our business. In particular, failure to retain and attract qualified technology personnel could result in systems failures. Consequently, our reputation may be harmed, we may incur additional costs and our profitability could decline. There can be no assurance that we will be able to retain and motivate our employees in the same manner as we have historically done.Additionally, effective succession planning is also important to our long-term success. For example, on September 18, 2023, Edward T. Tilly, former Chief Executive Officer of the Company, resigned and voluntarily terminated his employment with the Company. Following Mr. Tilly’s resignation, Fredric J. Tomczyk, an existing director of the Company, was appointed as Chief Executive Officer of the Company, effective as of September 18, 2023. Further, on July 6, 2023, Brian N. Schell, former Executive Vice President, Chief Financial Officer and Treasurer, announced his departure from the Company to pursue a new professional opportunity outside of the exchange industry. Jill M. Griebenow, Senior Vice President, Chief Accounting Officer, was appointed to serve as Executive Vice President, Chief Financial Officer, Treasurer and Chief Accounting Officer effective July 10, 2023, and currently serves as Executive Vice President, Chief Financial Officer. Additionally, on October 12, 2023, Catherine R. Clay was appointed to serve as Executive Vice President, Global Head of Derivatives and Adam Inzirillo was appointed to serve as Executive Vice president, Global Head of Data and Access Solutions. Failure to ensure effective transfer of knowledge and smooth transitions involving our management team and key employees, including the recent leadership transitions, could hinder our strategic planning and execution.Intense competition could materially adversely affect our market share and financial performance.The market for trade execution services, clearing and products is intensely competitive in the asset classes and geographies in which we operate. Increased competition may result in a decline in our share of trading activity and a decline in our revenues from transaction and clearing fees and market data fees, thereby materially adversely affecting our operating results. We compete with a number of entities on several different fronts, including the cost, quality and speed of our trade execution, functionality and ease of use of our trading and clearing platforms, range of our products and services, our technological innovation and adaptation and our reputation. In particular, we have seen increased competition from off-exchange venues, which have increased their share of trading activity. See “Business – Competition” for more information.Some of our competitors and potential competitors have greater financial, marketing, technological, personnel and other resources than we do. These factors may enable them to develop similar or more innovative products, to offer lower transaction and clearing fees or better execution to their customers or to execute their business strategies more quickly or efficiently than we can. In addition, our business, financial condition and operating results may be materially adversely affected if we cannot successfully develop, introduce and/or market new services and products or if we need to adopt costly and customized technology for our services and products. 40 Table of Contents Table of Contents Table of Contents may be experienced will not be material. Such harms also could cause us to lose market participants, experience lower trading volume, and negatively impact our competitive advantage and business, financial condition and operating results.Additionally, as threats continue to evolve and increase, as we continue to expand ongoing risk management and related assurance activities, and as the domestic and international regulatory environment related to cyber security and data protection becomes increasingly rigorous, we may be required to devote significant additional resources to modify and enhance our security controls and to identify and remediate any security vulnerabilities. Those additional resources could have an adverse effect on our business, financial condition and operating results.If we fail to attract or retain highly skilled management and other employees our business may be harmed.Our success largely depends on the skills, experience and continued efforts of management and other key personnel. As a result, to be successful, we must retain and motivate executives and other key employees. However, we have no assurances that these employees will remain with us. The roles and responsibilities of departing executive officers and employees will need to be filled either by existing or new officers and employees, which may require us to devote time and resources to identifying, hiring and integrating replacements for the departed executives and employees that could otherwise be used to pursue business opportunities, which could have a material adverse effect on our overall business, financial condition and operating results. There is substantial competition for qualified and capable personnel, particularly in the technology space, which may make it difficult for us to retain and recruit qualified employees in sufficient numbers. This competition has continued due to tighter supply of available labor and compensation inflation. We have previously faced and may in the future face increased challenges in retaining and attracting qualified employees. If we fail to retain our current employees, it would be difficult and costly to identify, recruit and train replacements needed to continue to conduct and expand our business. In particular, failure to retain and attract qualified technology personnel could result in systems failures. Consequently, our reputation may be harmed, we may incur additional costs and our profitability could decline. There can be no assurance that we will be able to retain and motivate our employees in the same manner as we have historically done.Additionally, effective succession planning is also important to our long-term success. For example, on September 18, 2023, Edward T. Tilly, former Chief Executive Officer of the Company, resigned and voluntarily terminated his employment with the Company. Following Mr. Tilly’s resignation, Fredric J. Tomczyk, an existing director of the Company, was appointed as Chief Executive Officer of the Company, effective as of September 18, 2023. Further, on July 6, 2023, Brian N. Schell, former Executive Vice President, Chief Financial Officer and Treasurer, announced his departure from the Company to pursue a new professional opportunity outside of the exchange industry. Jill M. Griebenow, Senior Vice President, Chief Accounting Officer, was appointed to serve as Executive Vice President, Chief Financial Officer, Treasurer and Chief Accounting Officer effective July 10, 2023, and currently serves as Executive Vice President, Chief Financial Officer. Additionally, on October 12, 2023, Catherine R. Clay was appointed to serve as Executive Vice President, Global Head of Derivatives and Adam Inzirillo was appointed to serve as Executive Vice president, Global Head of Data and Access Solutions. Failure to ensure effective transfer of knowledge and smooth transitions involving our management team and key employees, including the recent leadership transitions, could hinder our strategic planning and execution.Intense competition could materially adversely affect our market share and financial performance.The market for trade execution services, clearing and products is intensely competitive in the asset classes and geographies in which we operate. Increased competition may result in a decline in our share of trading activity and a decline in our revenues from transaction and clearing fees and market data fees, thereby materially adversely affecting our operating results. We compete with a number of entities on several different fronts, including the cost, quality and speed of our trade execution, functionality and ease of use of our trading and clearing platforms, range of our products and services, our technological innovation and adaptation and our reputation. In particular, we have seen increased competition from off-exchange venues, which have increased their share of trading activity. See “Business – Competition” for more information.Some of our competitors and potential competitors have greater financial, marketing, technological, personnel and other resources than we do. These factors may enable them to develop similar or more innovative products, to offer lower transaction and clearing fees or better execution to their customers or to execute their business strategies more quickly or efficiently than we can. In addition, our business, financial condition and operating results may be materially adversely affected if we cannot successfully develop, introduce and/or market new services and products or if we need to adopt costly and customized technology for our services and products. may be experienced will not be material. Such harms also could cause us to lose market participants, experience lower trading volume, and negatively impact our competitive advantage and business, financial condition and operating results. Additionally, as threats continue to evolve and increase, as we continue to expand ongoing risk management and related assurance activities, and as the domestic and international regulatory environment related to cyber security and data protection becomes increasingly rigorous, we may be required to devote significant additional resources to modify and enhance our security controls and to identify and remediate any security vulnerabilities. Those additional resources could have an adverse effect on our business, financial condition and operating results." }, { "status": "MODIFIED", "current_title": "Our use of open source software code may subject our software to general release or require us to re-engineer our software, which could harm our business.", "prior_title": "Our use of open source software code may subject our software to general release or require us to re-engineer our software, which could harm our business.", "similarity_score": 0.476, "confidence": "low", "key_changes": [ "Reworded sentence: \"However, if we were found to have inappropriately used open source software, we may be required to release our proprietary source code, reengineer or discontinue use of our software or take other remedial action any or all of which could cause disruptions in, or impose significant costs on, our business.\"" ], "current_body": "Our technology platform uses open source software code. Companies that incorporate open source software into their products have, from time to time, faced claims challenging the ownership of open source software. As a result, we could be subject to suits by parties claiming ownership of what we believe to be open source software. In addition, some open source software licenses require users who distribute open source software as part of their software to publicly disclose all or part of the source code in their software and make any derivative works of the open source code available on unfavorable terms or at no cost. Open source license terms may be ambiguous, and many of the risks associated with usage of open source software cannot be eliminated. We believe that our use of open source software is in compliance with the relevant open source software licenses and does not require disclosure of any of our source code. However, if we were found to have inappropriately used open source software, we may be required to release our proprietary source code, reengineer or discontinue use of our software or take other remedial action any or all of which could cause disruptions in, or impose significant costs on, our business.", "prior_body": "Our technology platform uses open source software code. Companies that incorporate open source software into their products have, from time to time, faced claims challenging the ownership of open source software. As a result, we could be subject to suits by parties claiming ownership of what we believe to be open source software. In addition, some open source software licenses require users who distribute open source software as part of their software to publicly disclose all or part of the source code in their software and make any derivative works of the open source code available on unfavorable terms or at no cost. Open source license terms may be ambiguous, and many of the risks associated with usage of open source software cannot be eliminated. We believe that our use of open source software is in compliance with the relevant open source software licenses and does not require disclosure of any of our source code. However, if we were found to have inappropriately used open source software, we may be required to release our proprietary source code, re-engineer or discontinue use of our software or take other remedial action any or all of which could cause disruptions in, or impose significant costs on, our business. 45 45 Table of ContentsDamage to our reputation could have a material adverse effect on our business, financial condition and operating results.We believe one of our competitive strengths is our strong industry reputation. Various issues may give rise to reputational risk, including issues relating to: ●the representation of our business in the media;●the quality and benefits of using our proprietary products, including the reliability, integrity and functionality of our transaction-based business and index calculations and the accuracy of our market data;●the ability to execute our business plan, key initiatives or new business ventures and the ability to keep up with changing customer demands and regulatory initiatives;●our regulatory compliance and our enforcement of compliance on our customers;●the accuracy of our customer billing, financial statements, and other financial and statistical information;●the quality of our corporate governance structure;●the quality of our disclosure controls and internal controls over financial reporting, including any failures in supervision; ●the integrity and performance of our computer and communications systems;●the ability to successfully complete technology migrations;●the failure to successfully expand into new asset classes, such as the digital asset space or U.S. Treasuries, or new geographies;●security breaches, including any unauthorized delivery of proprietary data to third parties;●management of our outsourcing relationships, including our relationship with FINRA and NFA;●any misconduct or fraudulent activity by our employees, especially senior management, or other persons formerly or currently associated with us;●our listings business and our enforcement of our listing rules; and●any negative publicity surrounding the ETPs that we serve as the listing destination.Damage to our reputation could cause a reduction in the trading volume of our proprietary products or on our markets or cause us to lose customers. This, in turn, may have a material adverse effect on our business, financial condition and operating results. Financial or other problems experienced by third parties could have an adverse effect on our business.We are exposed to credit risk from third parties, including customers, clearing agents and counterparties. For example, we are exposed to credit risk for transaction fees we bill to customers on a monthly basis in arrears. Our customers and other third parties may default on their obligations to us due to a lack of liquidity, operational failure, bankruptcy or other reasons. For additional credit risks related to our clearinghouse operations, see the Risk Factor “Our clearinghouse operations expose us to associated risks, including credit, liquidity, market and other risks related to the defaults of clearing participants and other counterparties and risks related to investing of collateral” In addition, with respect to orders Cboe Trading routes to other markets for execution on behalf of our customers, Cboe Trading is exposed to counterparty credit risk in the case of failure to perform on the part of our routing and clearing firms that are involved in processing equities and options transactions on our behalf, as well as failure on the part of such brokers to pass back any transactional rebates. Wedbush and Morgan Stanley guarantee equity trades until one day after the trade date, after which time NSCC provides a guarantee. Thus, Cboe Trading is potentially exposed to credit risk to the counterparty to an equity trade routed to another market center between the trade date and one day after the trade date in the event that Wedbush or Morgan Stanley fails to perform. Additionally, BIDS Trading has counterparty credit risk exposure to BOA related to clearing until the day following the trade date, after which time NSCC provides a guarantee. 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 reports of matched trades of our customers to CDS, which acts as a central counterparty on all transactions occurring on Cboe Canada Inc. and, as such, guarantees clearance and settlement of all of our matched Canadian equities trades. With respect to trades in options and futures occurring on Cboe Europe Derivatives, Cboe Clear Europe acts as a central counterparty that, for its clearing participants, becomes the buyer to every seller and the seller to every buyer. As a result, Cboe Clear Europe guarantees the timely performance of the settlement obligations of buyers and sellers and takes on the risk of the performance of the transactions that it clears. 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 46 Table of Contents Table of Contents Table of Contents Damage to our reputation could have a material adverse effect on our business, financial condition and operating results.We believe one of our competitive strengths is our strong industry reputation. Various issues may give rise to reputational risk, including issues relating to: ●the representation of our business in the media;●the quality and benefits of using our proprietary products, including the reliability, integrity and functionality of our transaction-based business and index calculations and the accuracy of our market data;●the ability to execute our business plan, key initiatives or new business ventures and the ability to keep up with changing customer demands and regulatory initiatives;●our regulatory compliance and our enforcement of compliance on our customers;●the accuracy of our customer billing, financial statements, and other financial and statistical information;●the quality of our corporate governance structure;●the quality of our disclosure controls and internal controls over financial reporting, including any failures in supervision; ●the integrity and performance of our computer and communications systems;●the ability to successfully complete technology migrations;●the failure to successfully expand into new asset classes, such as the digital asset space or U.S. Treasuries, or new geographies;●security breaches, including any unauthorized delivery of proprietary data to third parties;●management of our outsourcing relationships, including our relationship with FINRA and NFA;●any misconduct or fraudulent activity by our employees, especially senior management, or other persons formerly or currently associated with us;●our listings business and our enforcement of our listing rules; and●any negative publicity surrounding the ETPs that we serve as the listing destination.Damage to our reputation could cause a reduction in the trading volume of our proprietary products or on our markets or cause us to lose customers. This, in turn, may have a material adverse effect on our business, financial condition and operating results. Financial or other problems experienced by third parties could have an adverse effect on our business.We are exposed to credit risk from third parties, including customers, clearing agents and counterparties. For example, we are exposed to credit risk for transaction fees we bill to customers on a monthly basis in arrears. Our customers and other third parties may default on their obligations to us due to a lack of liquidity, operational failure, bankruptcy or other reasons. For additional credit risks related to our clearinghouse operations, see the Risk Factor “Our clearinghouse operations expose us to associated risks, including credit, liquidity, market and other risks related to the defaults of clearing participants and other counterparties and risks related to investing of collateral” In addition, with respect to orders Cboe Trading routes to other markets for execution on behalf of our customers, Cboe Trading is exposed to counterparty credit risk in the case of failure to perform on the part of our routing and clearing firms that are involved in processing equities and options transactions on our behalf, as well as failure on the part of such brokers to pass back any transactional rebates. Wedbush and Morgan Stanley guarantee equity trades until one day after the trade date, after which time NSCC provides a guarantee. Thus, Cboe Trading is potentially exposed to credit risk to the counterparty to an equity trade routed to another market center between the trade date and one day after the trade date in the event that Wedbush or Morgan Stanley fails to perform. Additionally, BIDS Trading has counterparty credit risk exposure to BOA related to clearing until the day following the trade date, after which time NSCC provides a guarantee. 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 reports of matched trades of our customers to CDS, which acts as a central counterparty on all transactions occurring on Cboe Canada Inc. and, as such, guarantees clearance and settlement of all of our matched Canadian equities trades. With respect to trades in options and futures occurring on Cboe Europe Derivatives, Cboe Clear Europe acts as a central counterparty that, for its clearing participants, becomes the buyer to every seller and the seller to every buyer. As a result, Cboe Clear Europe guarantees the timely performance of the settlement obligations of buyers and sellers and takes on the risk of the performance of the transactions that it clears. 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" }, { "status": "UNCHANGED", "current_title": "Any decision to pay dividends on our common stock is at the discretion of our Board of Directors and depends upon the earnings and cash flow of our operating subsidiaries. Accordingly, there can be no guarantee that we will pay dividends to our stockholders.", "prior_title": "Any decision to pay dividends on our common stock is at the discretion of our Board of Directors and depends upon the earnings and cash flow of our operating subsidiaries. Accordingly, there can be no guarantee that we will pay dividends to our stockholders.", "current_body": "Any decision to pay dividends on our common stock in the future will be at the discretion of our Board of Directors, which may determine not to declare dividends at all or at a reduced amount. The board’s determination to declare dividends will depend upon our profitability and financial condition, contractual restrictions, restrictions imposed by applicable law and the SEC and other factors that the board deems relevant. As a holding company with no significant business operations of its own, Cboe Global Markets depends entirely on distributions, if any, it may receive from its subsidiaries to meet its obligations and pay dividends to its stockholders. If these subsidiaries are not profitable, or even if they are and they determine to retain their profits for use in their businesses, we will be unable to pay dividends to our stockholders." }, { "status": "UNCHANGED", "current_title": "We may be required to assume ownership of a position in securities in connection with our order routing service, which could subject us to trading losses when our broker-dealer disposes of that position.", "prior_title": "We may be required to assume ownership of a position in securities in connection with our order routing service, which could subject us to trading losses when our broker-dealer disposes of that position.", "current_body": "We offer a smart-order routing service through our broker-dealer subsidiary, Cboe Trading, which provides its customers with access to other market centers when we route their orders to those market centers for execution. In connection with this service, we may assume ownership of a position in securities. This may occur, for example, when a market center to which we have routed a customer’s order experiences systemic issues and is unable to determine the status of that order. When this happens, we may make a business decision to provide a cancellation notice to our customer, relieving our customer of any liability with respect to the order. We may be informed later, however, that the order was executed at the market center to which we routed it, in which case Cboe Trading would be required to take ownership of that securities position. Our third-party clearing brokers maintain error accounts on behalf of Cboe Trading into which such positions settle, and we require the respective clearing broker to trade out of those positions as expeditiously as possible, which could result in our incurring trading losses." }, { "status": "UNCHANGED", "current_title": "Deterioration in our credit profile may increase our costs of borrowing money.", "prior_title": "Deterioration in our credit profile may increase our costs of borrowing money.", "current_body": "As of December 31, 2024 we have investment grade credit ratings from S&P Global Ratings (A-) and Moody’s Investor Service (A3). Ratings from credit agencies are not recommendations to buy, sell or hold our securities, and each rating should be evaluated independently of any other rating. There is no assurance that we will maintain such credit ratings, since credit ratings may be lowered or withdrawn entirely by a rating agency if, in its judgment, the circumstances warrant. If a rating agency were to downgrade our rating below investment grade, our borrowing costs could increase." }, { "status": "UNCHANGED", "current_title": "We may not effectively manage our growth, which could materially harm our business, financial condition, and operating results.", "prior_title": "We may not effectively manage our growth, which could materially harm our business, financial condition and operating results.", "current_body": "We expect that our business will continue to grow, which may place a significant strain on our management, personnel, systems and resources. We must continually improve our operational, billing, financial and regulatory systems and managerial controls and procedures, and may need to continue to expand, train and manage our workforce. We must also maintain close coordination among our technology, legal, accounting, finance, marketing, sales, regulatory and compliance functions. If we fail to manage our growth effectively, our business, financial condition, and operating results could be materially harmed. For example, from time to time we discover and remediate billing errors, however, we are not aware of any of these errors having a material impact on our business, financial condition or operating results to date, however we cannot assure you that we will not experience future errors or events that may be material or result in additional regulatory scrutiny. Furthermore, failure to successfully expand into new asset classes, such as SFT, or new geographies may materially adversely affect our growth strategy and our future profitability. Our continued growth will require increased investment by us in technology, facilities, personnel, and financial and management systems and controls. It also will require expansion of our procedures for monitoring and assuring our compliance with applicable regulations, and we will need to integrate, train and manage a growing employee base. The expansion of our existing businesses, any expansion into new businesses and the resulting growth of our employee base will increase our need for internal audit and monitoring processes, which may be more extensive and broader in scope than those we have historically required. We may not be successful in identifying or implementing all of the processes that are necessary. Further, unless our growth results in an increase in our revenues that is proportionally greater than or equal to the increase in our costs associated with this growth, our business, financial condition, and operating results may be materially adversely affected." }, { "status": "UNCHANGED", "current_title": "Any infringement by us on intellectual property rights of others could result in litigation and could have a material adverse effect on our operations.", "prior_title": "Any infringement by us on intellectual property rights of others could result in litigation and could have a material adverse effect on our operations.", "current_body": "Our competitors, as well as others, have obtained, or may obtain, patents or may otherwise hold intellectual property rights that are related to our technology or the types of products and services we offer or plan to offer. We may not be aware of all intellectual property that may pose a risk of infringement by our products, services or technologies. In addition, some potential patent applications in the U.S. are confidential until a patent is issued, and therefore we cannot evaluate the extent to which our products, services or technologies may be covered or asserted to be covered in pending patent applications. Thus, we cannot be sure that our products, services or technologies do not infringe on the rights of others or that others will not make claims of infringement against us. Claims of infringement are not uncommon in our industry, and even if we believe that such claims are without merit, they can be time-consuming and costly to defend and divert management resources and attention. If one or more of our products, services or technologies were determined to infringe a patent or other intellectual property right held by another party, we may be required to pay damages, stop using, developing or marketing those products, services or technologies, obtain a license from the intellectual property rights holders, or redesign those products, services or technologies to avoid infringement. If we were required to stop using, developing or marketing certain products, services or technologies, our business, financial condition, and operating results could be materially harmed. Moreover, if we 43 43 43 Table of Contents Table of Contents were unable to obtain required licenses, we may not be able to redesign our products, services or technologies to avoid infringement, which could materially adversely affect our business, financial condition, and operating results." }, { "status": "UNCHANGED", "current_title": "We and our licensors may not be able to protect our respective intellectual property rights.", "prior_title": "We and our licensors may not be able to protect our respective intellectual property rights.", "current_body": "We rely on patent, trade secret, copyright and trademark laws, the law of the doctrine of misappropriation and contractual provisions to protect our proprietary technology, proprietary products, index methodologies and other proprietary rights. In addition, we rely on the intellectual property rights of our licensors in connection with our listing of exclusively-licensed index options and futures products. We and our licensors may not be able to prevent third parties from copying, or 36 36 36 Table of Contents Table of Contents otherwise obtaining and using, our intellectual property without authorization, listing our proprietary or exclusively-licensed index products without licenses or otherwise infringing on our rights. We and our licensors may have to rely on litigation to enforce our intellectual property rights, determine the validity and scope of the proprietary rights of others or defend against claims of infringement or invalidity. We and our licensors may not be successful in this regard. Such litigation, whether successful or unsuccessful, could result in substantial costs to us, diversion of our resources or a reduction in our revenues, any of which could materially adversely affect our business." }, { "status": "UNCHANGED", "current_title": "We have outstanding indebtedness and commitments, which may decrease our business flexibility and adversely affect our business, financial condition, and operating results.", "prior_title": "We have outstanding indebtedness and commitments, which may decrease our business flexibility and adversely affect our business, financial condition and operating results.", "current_body": "As of December 31, 2024, we had $648.6 million of senior unsecured notes due 2027, $495.5 million of senior unsecured notes due 2030, $296.9 million of senior unsecured notes due 2032, no funds outstanding under our revolving credit facility, and no funds outstanding under the Cboe Clear Europe Credit Facility. In 2023, we terminated and paid off outstanding amounts under our term loan facility. The financial and other covenants to which we have agreed and our indebtedness may have the effect of reducing our flexibility to respond to changing business and economic conditions, thereby placing us at a competitive disadvantage compared to competitors that have less indebtedness and making us more vulnerable to general adverse economic and industry conditions. Further, we may default on our obligations or violate the covenants, in which case, we may be required to seek a waiver of such default or the debt obligations may be accelerated. A default under any of our indebtedness with cross default provisions could result in a default on our other indebtedness. Our indebtedness may also increase future borrowing costs, and the covenants pertaining thereto may also limit our ability to repurchase shares of our common stock, issue dividends, increase dividends or obtain additional financing to fund working capital, capital expenditures, acquisitions or general corporate requirements. We are also required to dedicate a larger portion of our cash flow from operations to payments on our indebtedness, thereby reducing the availability of our cash flow for other purposes, including working capital, capital expenditures, regulatory capital requirements, and general corporate purposes. Also, our ability to fund capital expenditures and return capital to stockholders may depend on the amount of capital held due to regulatory capital requirements and the amount of capital committed related to lines of credit granted by the Company to our subsidiaries in connection with their regulatory capital requirements. Our ability to make payments on and to refinance our debt obligations and to fund planned capital expenditures depend on our ability to generate cash from our operations. This, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory, and other factors that are beyond our control. We may not be able to refinance any of our indebtedness on commercially favorable terms, or at all. If we cannot service our indebtedness, we may have to take actions such as selling assets, seeking additional equity or reducing or delaying capital expenditures, strategic acquisitions, investments and alliances, any of which could impede the implementation of our business strategy or prevent us from entering into transactions that would otherwise benefit our business. Additionally, we may not be able to affect such actions, if necessary, on commercially favorable terms, or at all. Any of the foregoing consequences could materially adversely affect our business, financial condition, and operating results. 46 46 46 Table of Contents Table of Contents" }, { "status": "UNCHANGED", "current_title": "Misconduct by our TPHs, members, participants or others could harm us.", "prior_title": "Misconduct by our TPHs, members, participants or others could harm us.", "current_body": "We run the risk that our TPHs, members, participants, other persons who use our markets or our products, other persons for whom we clear transactions, our employees or those with which we have business relationships may engage in fraud, market or product manipulation, or other misconduct, which could result in regulatory and legal sanctions and penalties and serious harm to our reputation, especially because we are the parent company of SROs and other markets. It is not always possible to deter misconduct, or market or product manipulation, and the precautions we take to prevent and detect this activity may not be effective in all cases. In addition, misconduct, or market or product manipulation by, or failures of, participants on our or other markets may discourage trading on our Exchanges, our other markets, or of our products, which could reduce revenues." }, { "status": "UNCHANGED", "current_title": "Our clearinghouse operations expose us to associated risks, including credit, liquidity, market and other risks related to the defaults of clearing participants and other counterparties, and risks related to investing of collateral.", "prior_title": "Our clearinghouse operations expose us to associated risks, including credit, liquidity, market and other risks related to the defaults of clearing participants and other counterparties, and risks related to investing of collateral.", "current_body": "We are subject to risks related to operating our European clearinghouse, Cboe Clear Europe, and Cboe Clear U.S., the clearinghouse through which we facilitate the clearing of cash-settled margin Bitcoin and Ether futures, including the risks of failing to meet strict business continuity requirements and regulatory oversight, risks of default by clearing participants and counterparties, due to bankruptcy, lack of liquidity, operational failure or other reasons, the risks associated with the adequacy of participants’ margin, default and interoperable funds, and risks related to investing of such funds. These risks could subject our business to substantial losses, reputational harm, regulatory consequences, including litigation, fines and enforcement actions, and the inability to operate our business. To mitigate the credit risks related to defaults of clearing participants and other counterparties, including the market risk that we would only be able to close out a defaulting participant’s positions at a loss, there are minimum participation criteria to become a clearing participant and clearing participants are required to provide collateral to cover the margin requirement and default fund contributions and in the case of certain clearing participants with SFT without margin or default fund obligations, to grant Cboe Clear Europe title to or security over certain assets covering their obligations. Furthermore, Cboe Clear Europe interoperates with two central counterparties and requires its applicable participants to make deposits to an interoperable fund, which are pledged to the interoperable central counterparties. No guarantee can be given that the collateral or other assets provided will at all times be sufficient, maintain its value, or provide absolute assurance against us experiencing financial losses from defaults by the participants or counterparties on their obligations. In addition, although such collateral is preferably held in European central banks, Cboe Clear Europe also holds collateral in central securities depositories, in particular in the case of other assets for SFT, and commercial banks, which can expose us to risk of default by those institutions, and invests cash collateral in accordance with its investment policy, such as in securities issued by pre-approved sovereign issuers and reverse repurchase agreements with overnight maturities, which expose us to risk of counterparty default which may result in losses and cause its clearing participants to lose confidence in our clearinghouse. Cboe Clear Europe entered into a €1.20 billion committed syndicated multicurrency revolving and swingline credit facility that is available to be drawn by Cboe Clear Europe towards (a) financing unsettled amounts in connection with the settlement of transactions in securities and other items processed through Cboe Clear Europe’s clearing system and (b) financing any other liability or liquidity requirement of Cboe Clear Europe incurred in the operation of its clearing system, however we can give no assurance that this facility will be sufficient to meet all such obligations or sufficiently mitigate Cboe Clear Europe’s liquidity risk to meet its payment obligations when due. Substantial amounts of the collateral, and any amounts drawn under this facility, may be at risk if a clearing participant defaults on its obligations to our clearinghouse and its margin, default and interoperability fund deposits are insufficient to meet its obligations. This facility is expected to terminate on June 27, 2025 and we may not be able to enter into a replacement facility on commercially favorable terms, or at all. Additionally, investment losses in excess of capital set aside by Cboe Clear Europe for counterparty risk are allocated back to clearing participants. We cannot assure you that the mitigating measures, policies, safeguards and risk management procedures will be sufficient to detect problems or to protect us from a default or that we will not be materially and adversely affected in the event of a significant default." }, { "status": "UNCHANGED", "current_title": "We operate in a highly regulated industry and may be subject to censures, fines and other legal proceedings if we fail to comply with legal and regulatory obligations.", "prior_title": "We operate in a highly regulated industry and may be subject to censures, fines and other legal proceedings if we fail to comply with legal and regulatory obligations.", "current_body": "Cboe Options, C2, BZX, BYX, EDGX, and EDGA are registered national securities exchanges and SROs, and, as such, are subject to comprehensive regulation by the SEC. CFE is a DCM and Cboe SEF is a SEF, each registered with the CFTC and subject to comprehensive regulation by the CFTC. In addition to its other SRO responsibilities, BZX, as a listing market, also is responsible for evaluating applications submitted by issuers interested in listing their securities on BZX and monitoring each issuer’s compliance with BZX’s continued listing standards. The Exchanges may be subject to additional responsibilities in other international jurisdictions where the Exchanges may be authorized to act as foreign exchanges. Failure to comply with these SRO and other regulatory responsibilities could result in potential sanctions or fines and a negative impact on Cboe’s reputation and/or branding. Our European businesses are subject to regulatory oversight in the UK by the FCA and in the Netherlands by the DNB and the AFM, which, through the “passporting” regime, provides authorization to carry on business in other Member States of the EU and the EEA in accordance with the applicable EU legislation and regulation to which our European business is subject. Cboe Canada Inc. is subject to regulatory oversight in Canada by its primary provincial securities authority, the OSC. In addition, Cboe Canada Inc. is a Marketplace Member of, and subject to a regulation services agreement with, CIRO. Cboe Australia is subject to regulatory oversight in Australia by the ASIC. Cboe Japan is subject to regulatory oversight in Japan by the JFSA and the JSDA. BIDS Trading is a registered broker-dealer subject to regulatory oversight in the U.S. by the SEC and FINRA and is maintained as an independently managed and operated trading venue, separate from and not integrated with the SROs. The President of BIDS Trading leads BIDS Trading as an independent business within Cboe, reporting into an independent committee of the Board of Directors of Cboe Global Markets. If a regulatory authority makes a finding of non-compliance, conditional fines could be imposed, and our licenses could be revoked. Any such fine or revocation of a license could have a material adverse effect on our business, financial condition, and operating results. The Cboe Digital futures exchange (Cboe Digital Exchange) and clearinghouse (Cboe Clear U.S.) are regulated by 41 41 41 Table of Contents Table of Contents the CFTC and subject to comprehensive regulation by the CFTC. Cboe Clear U.S. has surrendered or is in the process of surrendering its money transmitter licenses in the states where such licenses or equivalent were required to conduct business in connection with the Cboe Digital spot market, which closed on May 31, 2024. In addition, Cboe Clear U.S. has surrendered its BitLicense from the NYDFS. In addition to the requirements related to operating our U.S. markets imposed by the SEC and the CFTC, we also have certain responsibilities for regulating the TPHs and members that trade on our Exchanges. While we have entered into agreements under which FINRA, with respect to our options and equities exchanges provides certain regulatory services, and under which OCC, with respect to CFE provides certain financial surveillance and regulatory services, we retain ultimate responsibility for the regulation of our TPHs and members. We have begun to perform internally more of the regulatory services that FINRA used to handle. Our ability to comply with applicable laws and rules is largely dependent on the establishment and maintenance of appropriate systems and procedures, our ability to attract and retain qualified personnel, the ability of FINRA and OCC to perform under their respective regulatory services agreements, the ability of FINRA and OCC to transition to us any other potential responsibilities under their respective regulatory services agreements, our ability to complete the new additional responsibilities for regulating our TPHs and members and our oversight of the work done by FINRA and OCC. The SEC and CFTC have broad powers to audit, investigate and enforce compliance and to punish noncompliance by, as applicable, SROs, DCOs, DCMs and SEFs pursuant to applicable laws, rules and regulations. If a regulatory authority were to find one of our programs of enforcement or compliance to be deficient, our SROs, DCM, or SEF could be the subject of investigations and enforcement proceedings that may result in substantial sanctions, including revocation of registration as a national securities exchange, DCM, or SEF. Any such investigations or proceedings, whether successful or unsuccessful, could result in substantial costs, the diversion of resources, including management time, and potential harm to our reputation, which could have a material adverse effect on our business, financial condition, and operating results. In addition, our SROs, DCM, or SEF may be required to modify or restructure their regulatory functions in response to any changes in the regulatory environment, or they may be required to rely on third parties to perform regulatory and oversight functions, each of which may require us to incur substantial expenses and may harm our reputation if our regulatory services are deemed inadequate. In addition, SROs are required by federal law to perform a variety of regulatory functions. In light of these responsibilities, some courts have held that SROs are immune to certain private causes of action relating to the performance of these regulatory functions. There is a risk that some courts may not apply this immunity doctrine to all claims. There is also a risk that legislative or regulatory developments may change the application of this immunity doctrine. Limitations on the application of the immunity doctrine could result in an increased exposure to litigation, and increase liability and/or other legal expenses. Further under the CEA, CFE, Cboe SEF, Cboe Clear U.S. and Cboe Digital Exchange may be subject to litigation alleging that they have acted in bad faith. We also could be exposed to liability to regulators or other governmental authorities even in situations where immunity would bar a civil claim." }, { "status": "UNCHANGED", "current_title": "BIDS Trading’s ability to operate under its current regulatory framework is dependent upon the sufficiency of a novel operational and governance framework we have developed to govern our relationship with BIDS Trading and our ability to comply with such framework and if we fail to adhere to such framework or the BIDS Trading ATS is otherwise deemed a “facility” of our registered national securities exchanges, our business, financial condition, and operating results may be adversely affected.", "prior_title": "BIDS Trading’s ability to operate under its current regulatory framework is dependent upon the sufficiency of a novel operational and governance framework we have developed to govern our relationship with BIDS Trading and our ability to comply with such framework and if we fail to adhere to such framework or the BIDS Trading ATS is otherwise deemed a “facility” of our registered national securities exchanges, our business, financial condition and operating results may be adversely affected.", "current_body": "The U.S. equities ATS operated by BIDS Trading is regulated as a broker-dealer sponsored alternative trading system and not a registered national securities exchange. Because we acquired BIDS Trading, it is now under common ownership with our registered national securities exchanges that, in some cases, offer trading in the same securities as those traded on the BIDS Trading ATS. Absent sufficient separation, this common ownership of an ATS and registered national securities exchanges offering trading in the same securities presents the potential for the BIDS Trading ATS to be deemed a “facility” of our registered national securities exchanges. If the BIDS Trading ATS were to be deemed to be a “facility” of our registered national securities exchanges, certain exchange regulations could be extended to the BIDS Trading ATS, which could have a material adverse impact on BIDS Trading’s business model. This could reduce the BIDS Trading ATS’ competitiveness and volumes and could result in a reduction of the value of the BIDS Trading ATS to us. This could also potentially result in fines or other penalties being assessed against us for our failure to operate the BIDS Trading ATS as a “facility,” which could have a material adverse effect on our business, financial condition, and operating results. To mitigate the risk that the BIDS Trading ATS is deemed a “facility” of our registered national securities exchanges, we have developed and implemented an operational and governance framework for our ownership of BIDS Trading that is intended to preserve the strategic, technological, business, and operational independence of the BIDS Trading ATS from our registered national securities exchange businesses, such that the BIDS Trading ATS and our registered national securities exchanges would not be deemed to be integrated or otherwise linked for “facility” purposes. This framework is supported by highly detailed policies, procedures and controls. However, because of the lack of precedent for common ownership of an ATS and registered national security exchanges offering trading in the same securities, there is risk that our framework and supporting policies, procedures and controls could be deemed to be insufficient to prevent the BIDS Trading ATS from being deemed to be a “facility” of our registered national securities exchanges. In addition, because of the comprehensive and highly detailed nature of our framework and supporting policies, procedures and controls, there is risk that we could inadvertently fail to fully adhere to our operational and governance framework and related policies, procedures and controls. There is also risk that new legislation or regulation, or changes in existing regulation or other government action, relating to “facilities” of registered national securities exchanges and/or the common ownership of an ATS and registered national securities exchanges offering trading in the same securities could materially affect our ability to own and operate the BIDS Trading ATS under the current operational and governance framework, including without the BIDS Trading ATS being deemed a “facility” of our registered national securities exchanges. Occurrence of any of the risks described in this paragraph could result in the BIDS Trading ATS being deemed to be a “facility” of our registered national securities exchanges, which could reduce the BIDS Trading ATS’ competitiveness and volumes and could result in a reduction of the value of the BIDS Trading ATS to us, and could also potentially result in fines or other penalties being assessed against us for our failure to operate the BIDS Trading ATS as a “facility,” which could have a material adverse effect on our business, financial condition, and operating results. 44 44 44 Table of Contents Table of Contents" } ] }