Fourth Quarter and Full Year Highlights*
- Diluted EPS for the Quarter of $1.54, Up 91 percent; Diluted EPS for the Full
Year of $4.92, Up 15 percent
- Adjusted Diluted EPS¹ for the Quarter of $1.70, Up 41 percent; Record Adjusted Diluted EPS
for Full Year of $6.05, Up 15
percent
- Net Revenue for the Quarter of $391
million, Up 27 percent; Record Net Revenue for Full Year of
nearly $1.5 billion, Up 18
percent
- For 2022, confirming Cboe expects to deliver 5 to 7
percentage points of organic total net revenue growth²
and 7 to 10 percentage points of organic net revenue growth² in
Data and Access Solutions, consistent with messaging at Cboe's 2021
Investor Day
- Establishing 2022 adjusted operating expense guidance² of
$617 to $625
million, reflecting continuing investment to drive long term
revenue and earnings growth
CHICAGO, Feb. 4, 2022 /PRNewswire/ -- Cboe Global
Markets, Inc. (Cboe: CBOE) today reported financial results
for the 2021 fourth quarter and full year.
![](https://mma.prnewswire.com/media/622233/Cboe_Logo.jpg)
"2021 was a remarkable year for Cboe as we made significant
progress advancing our strategic initiatives while delivering
record full year results. As we begin 2022, we are focused on the
transformational opportunities ahead in Data and Access Solutions,
Derivatives and Cboe Digital, opportunities that span our
ecosystem," said Edward T. Tilly,
Cboe Global Markets Chairman, President and Chief Executive
Officer. "We have demonstrated our ability to diversify and
strengthen our revenue profile as a global market operator,
something we believe will accelerate in 2022 as we continue to
broaden our geographic reach and extend access to our unique set of
products and services around the globe. Continued efforts to build
on our core capabilities through organic and inorganic investment
will allow Cboe to remain a leader in capital markets innovation. I
am incredibly proud of the entire Cboe team for the record results
delivered in 2021, and I am even more excited about the
opportunities in 2022 and beyond."
"Cboe delivered outstanding fourth quarter and full year
results. Over the course of the year, we consistently improved upon
our initial expectations, leveraging strong trends in our core
businesses as well as contributions from new initiatives. Notably,
our fourth quarter transaction revenue grew 42% complemented by 21%
growth across our recurring non-transaction businesses," said
Brian N. Schell, Cboe Global Markets
Executive Vice President, Chief Financial Officer and Treasurer.
"Consistent with what we outlined at our recent Investor Day, we
are confident in our ability to deliver on our 5-7% organic total
net revenue growth2 target and 7-10% organic net revenue
growth2 expectation across Data and Access Solutions in
the year ahead. Our full year adjusted operating expense
guidance2 of $617 to
$625 million reflects the numerous
and attractive opportunities we can invest in across our ecosystem,
investments we expect to fuel future revenue and earnings growth at
Cboe. And while we anticipate investing diligently across our
businesses, returning capital to shareholders and maintaining a
flexible balance sheet remain critical components of delivering
long-term shareholder value. Overall, 2021 was an incredibly strong
year for Cboe, and we look forward to building on that momentum in
the year ahead."
*All comparisons are the fourth quarter or the year ended
December 31, 2021, compared to
the same period in 2020.
(1)A
full reconciliation of our non-GAAP results to our GAAP results is
included in the attached tables. See "Non-GAAP Information" in the
accompanying financial
tables.
(2) Specific
quantifications of the amounts that would be required to reconcile
the company's organic growth guidance, adjusted operating expenses
guidance and the effective tax rate on adjusted earnings guidance
are not available. The company believes that there is
uncertainty and unpredictability with respect to certain of its
GAAP measures, primarily related to acquisition-related revenues
and expenses that would be required to reconcile to GAAP revenues
less costs of revenues, GAAP operating expenses and GAAP effective
tax rate, which preclude the company from providing accurate
guidance on certain forward-looking GAAP to non-GAAP
reconciliations. The company believes that providing estimates of
the amounts that would be required to reconcile the range of the
company's organic growth, adjusted operating expenses and the
effective tax rate on adjusted earnings would imply a degree of
precision that would be confusing or misleading to investors for
the reasons identified above.
Consolidated Fourth Quarter Results -Table 1
Table 1 below presents summary selected unaudited condensed
consolidated financial information for the company as reported and
on an adjusted basis for the three months ended December 31, 2021 and 2020.
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Table
1
|
Consolidated Fourth Quarter Results
|
|
|
|
|
|
|
|
|
|
|
|
4Q21
|
|
4Q20
|
|
|
($ in millions except per share
data)
|
|
4Q21
|
|
4Q20
|
Change
|
|
Adjusted1
|
|
Adjusted1
|
Change
|
Total Revenues Less
Cost of Revenues
|
|
$
|
390.5
|
|
|
$
|
307.1
|
|
27
|
%
|
|
$
|
390.5
|
|
|
$
|
307.1
|
|
27
|
%
|
Total Operating
Expenses
|
|
$
|
169.9
|
|
|
$
|
172.3
|
|
(1)
|
%
|
|
$
|
137.5
|
|
|
$
|
112.2
|
|
23
|
%
|
Operating
Income
|
|
$
|
220.6
|
|
|
$
|
134.8
|
|
64
|
%
|
|
$
|
253.0
|
|
|
$
|
194.9
|
|
30
|
%
|
Operating Margin
%
|
|
|
56.5
|
%
|
|
|
43.9
|
%
|
1260
|
pp
|
|
|
64.8
|
%
|
|
|
63.5
|
%
|
130
|
pp
|
Net Income Allocated to
Common Stockholders
|
|
$
|
165.3
|
|
|
$
|
87.1
|
|
90
|
%
|
|
$
|
181.7
|
|
|
$
|
130.4
|
|
39
|
%
|
Diluted EPS
|
|
$
|
1.54
|
|
|
$
|
0.81
|
|
91
|
%
|
|
$
|
1.70
|
|
|
$
|
1.21
|
|
41
|
%
|
EBITDA1
|
|
$
|
262.7
|
|
|
$
|
176.7
|
|
49
|
%
|
|
$
|
263.7
|
|
|
$
|
205.5
|
|
28
|
%
|
EBITDA Margin
%1
|
|
|
67.3
|
%
|
|
|
57.5
|
%
|
980
|
pp
|
|
|
67.5
|
%
|
|
|
66.9
|
%
|
60
|
pp
|
- Total revenues less cost of revenues (referred to as "net
revenue") of $390.5 million increased
27 percent, compared to $307.1
million in the prior-year period, reflecting increases in
net transaction and clearing fees1 and access and
capacity fees. Inorganic net revenue1 in the fourth
quarter of 2021 was $17.0
million.
- Total operating expenses were $169.9
million versus $172.3 million
in the fourth quarter of 2020. Adjusted operating expenses¹ of
$137.5 million increased 23 percent
compared with $112.2 million in the
fourth quarter of 2020, primarily due to the acquisitions of BIDS
Trading and Chi-X Asia Pacific, which closed in late 2020 and
middle of 2021, respectively, resulting in higher compensation and
benefits. Additionally, professional fees and outside services
increased compared to the fourth quarter of 2020 primarily due to
an uptick in Consolidated Audit Trail Plan-related regulatory costs
and higher legal fees.
- The effective tax rate for the fourth quarter of 2021 was 21.1
percent compared with 29.0 percent in the fourth quarter of 2020.
The effective tax rate on adjusted earnings1 was 24.8
percent compared with 28.6 percent in last year's fourth quarter.
The lower effective tax rate in the fourth quarter of 2021 was
primarily due to the release of income tax reserves.
- Diluted EPS for the fourth quarter of 2021 increased 91 percent
to $1.54. Adjusted diluted
EPS1 of $1.70 increased 41
percent compared to 2020's fourth quarter results.
Business Segment Information:
|
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|
|
|
|
|
|
|
Table
2
|
Total Revenues
Less Cost of Revenues by
|
|
|
|
|
|
|
|
|
|
|
Business
Segment
|
|
|
|
|
|
|
|
|
|
|
(in
millions)
|
|
4Q21
|
|
4Q20
|
Change
|
Options
|
|
$
|
202.5
|
|
$
|
162.5
|
|
|
25
|
%
|
North American
Equities
|
|
|
91.6
|
|
|
73.6
|
|
|
24
|
%
|
Europe and Asia
Pacific
|
|
|
51.7
|
|
|
35.5
|
|
|
46
|
%
|
Futures
|
|
|
29.9
|
|
|
21.5
|
|
|
39
|
%
|
Global FX
|
|
|
14.8
|
|
|
14.0
|
|
|
6
|
%
|
Total
|
|
$
|
390.5
|
|
$
|
307.1
|
|
|
27
|
%
|
|
(1)
A full reconciliation of our non-GAAP results to our GAAP
results is included in the attached tables. See "Non-GAAP
Information" in the accompanying financial tables.
|
Discussion of Results by Business Segment:
Options:
- Options net revenue of $202.5
million was up $40.0 million,
or 25 percent, from the fourth quarter of 2020, primarily due to a
double-digit increase in net transaction and clearing
fees1, as a result of higher trading volumes in index
and multi-listed options and higher index options revenue per
contract ("RPC"), as well as a double-digit increases in access and
capacity fees and market data fees.
- Net transaction and clearing fees1 increased
$41.5 million, or 34 percent,
reflecting a 23 percent increase in total options average daily
volume ("ADV") and a 9 percent increase in total options RPC
compared to the fourth quarter 2020. The increase in total options
RPC was due to a mix shift, with index options representing a
higher percentage of total options volume. The RPC for multi-listed
options decreased 3 percent. The RPC for index options increased 5
percent as SPX options accounted for a higher percentage of index
volume.
- Cboe's Options business had total market share of 31.1 percent
for the fourth quarter of 2021 compared to 32.0 percent in the
fourth quarter of 2020, primarily reflecting a decrease in Cboe's
multi-listed options market share for the quarter of 27.3 percent
compared to 28.5 percent in the fourth quarter of 2020.
North American (N.A.) Equities:
- N.A. Equities net revenue of $91.6
million was up $18.0 million,
or 24 percent, primarily due to higher transaction and clearing
fees and growth in access and capacity fees. Transaction and
clearing fees benefited from higher volumes and improved net
capture as a result of year-over-year pricing changes. The 2020
acquisition of BIDS Trading contributed $8.5
million in net revenue for the quarter.
- Cboe U.S. Equities exchanges had market share of 13.3 percent
for the fourth quarter of 2021 compared to 15.1 percent in the
fourth quarter of 2020.
Europe and Asia Pacific:
- Europe and Asia Pacific net revenue of $51.7 million increased by 46 percent, primarily
reflecting the addition of Chi-X Asia Pacific in July 2021, which contributed $8.5 million in net revenue, and growth in
European equities and clearing. European Equities average daily
notional value ("ADNV") for the overall market was up 17 percent
during the quarter and ADNV traded on Cboe European Equities was
€8.7 billion, up 32 percent from last year's fourth quarter. Net
capture decreased 1 percent for the quarter, reflecting the
strongest gains coming in Lit market share during the quarter,
outpacing solid activity in higher-margin Cboe LIS block trading
and Periodic Auction services.
- For the fourth quarter of 2021, Cboe European Equities had 19.8
percent market share, up from 17.5 percent in the fourth quarter of
2020, as a result of positive momentum across all orderbooks, with
a particular strength in Cboe LIS, as well as successfully
re-introducing Swiss securities on Cboe UK order books in
February 2021.
Futures:
- Futures net revenue of $29.9
million increased $8.4
million, or 39 percent, primarily due to an increase in net
transaction and clearing fees1.
- Net transaction and clearing fees¹ increased $8.2 million, or 51 percent, reflecting a 44
percent increase in ADV, further aided by a 5 percent increase in
RPC. The RPC increase was primarily due to a lower mix of
low-priced Mini-VIX futures, which are one-tenth the size of the
standard VIX futures and have a lower fee per contract.
Global FX:
- Global FX net revenue of $14.8
million increased 6 percent, primarily as a result of higher
net transaction and clearing fees¹. ADNV traded on the Cboe FX
platform was $33.7 billion for the
quarter, which was relatively flat compared to last year's fourth
quarter and net capture per one million
dollars traded was $2.77 for
the quarter, up 4 percent compared to $2.67 in the fourth quarter of 2020. Cboe SEF
recorded its sixth consecutive record ADV quarter at 725 million
contracts vs. 135 million in fourth quarter 2020.
- Cboe FX market share was 16.8 percent for the quarter compared
to 16.7 percent in last year's fourth quarter.
(1)A full reconciliation of our
non-GAAP results to our GAAP results is included in the attached
tables. See "Non-GAAP Information" in the accompanying financial
tables.
2022 Fiscal Year Financial Guidance
Cboe provided guidance for the 2022 fiscal year as noted below.
Unless explicitly noted below, this guidance does not take into
account the company's planned acquisitions of ErisX and NEO, which
are subject to regulatory review and other customary closing
conditions. The company plans to further update its guidance for
2022 after the acquisitions close, which is expected in the first
half of this year.
- Total organic net revenue growth1 is expected to be
in the range of 5 to 7 percentage points in 2022.
- Revenue from acquisitions held less than a year1 is
expected to contribute total net revenue growth in a range of 1 to
3 percentage points in 2022.
- Organic net revenue from Data and Access Solutions (defined as
Access and Capacity Fees, Proprietary Market Data and revenue
generated from licensing and indices related revenue reported in
"Other Revenue") is expected to increase by approximately 7 to 10
percent in 2022, from a base of $419
million in 2021.
- Adjusted operating expenses1 in 2022 are expected to
be in the range of $617 to
$625 million, from a base of
$531 million in 2021. The 2022
guidance considers incremental investment spend in technology and
headcount to support Cboe's numerous growth initiatives, deals
closed during 2021 but not fully reflected in the 2021 cost base,
and increases in core expenses. The guidance excludes the expected
amortization of acquired intangible assets of $116 million; the company plans to reflect the
exclusion of this amount in its non-GAAP
reconciliation.1
- While not included in our formal 2022 expense guidance range
of $617 to $625 million, we believe the pending acquisitions
of ErisX and NEO have the potential to add an incremental
$36 to $42
million of expenses in 2022, contingent on the timing of
closings which are subject to regulatory reviews and other
customary closing conditions. We anticipate a potential revenue
offset for more than half of the expenses in year one, with an
expectation that the additions are EBITDA positive on a combined
basis in year two. The company plans to further update its guidance
for 2022 after the acquisitions close, which is expected in the
first half of this year.
- Depreciation and amortization expense for 2022, which is
included in adjusted operating expenses above, is expected to be in
the range of $40 to $44 million, excluding the expected amortization
of acquired intangible assets.
- The effective tax rate1 on adjusted earnings for the
full year 2022 is expected to be in the range of 27.5 to 29.5
percent. Significant changes in trading volume, expenses, tax laws
or rates and other items could materially impact this
expectation.
- Capital expenditures for 2022 are expected to be in the range
of $47 to $52
million.
Capital Management
At December 31, 2021, the company
had adjusted cash2 of $325.1
million. Total debt as of December 31, 2021 was $1,299.3 million.
The company paid cash dividends of $51.5
million, or $0.48 per share,
during the fourth quarter of 2021. As of December 31, 2021, the company had approximately
$318.9 million of availability
remaining under its existing share repurchase
authorizations.
Earnings Conference Call
Executives of Cboe Global Markets will host a conference call to
review its fourth-quarter financial results today, February 4, 2022, at 8:30 a.m.
ET/7:30 a.m. CT. The conference call and any
accompanying slides will be publicly available via live webcast
from the Investor Relations section of the company's website at
www.cboe.com under Events & Presentations.
Participants may also listen via telephone by dialing (877)
255–4313 from the United States,
(866) 450–4696 from Canada or
(412) 317–5466 for international callers. Telephone participants
should place calls 10 minutes prior to the start of the call. The
webcast will be archived on the company's website for replay. A
telephone replay of the earnings call also will be available from
approximately 11:00 a.m. CT, February
4, 2022, through 11:00 p.m. CT, February 11, 2022, by calling (877) 344–7529 from
the U.S., (855) 669–9658 from Canada or (412) 317–0088 for international
callers, using replay code 10160639.
(1) Specific
quantifications of the amounts that would be required to reconcile
the company's organic and inorganic growth guidance, adjusted
operating expenses guidance and the effective tax rate on adjusted
earnings guidance are not available. The company believes that
there is uncertainty and unpredictability with respect to certain
of its GAAP measures, primarily related to acquisition-related
revenues and expenses that would be required to reconcile to GAAP
revenues less costs of revenues, GAAP operating expenses and GAAP
effective tax rate, which preclude the company from providing
accurate guidance on certain forward-looking GAAP to non-GAAP
reconciliations. The company believes that providing estimates of
the amounts that would be required to reconcile the range of the
company's organic growth, adjusted operating expenses and the
effective tax rate on adjusted earnings would imply a degree of
precision that would be confusing or misleading to investors for
the reasons identified above.
(2) A
full reconciliation of our non-GAAP results to our GAAP results is
included in the attached tables. See "Non-GAAP Information" in the
accompanying financial tables.
About Cboe Global Markets
Cboe Global Markets (Cboe: CBOE), a leading provider of market
infrastructure and tradable products, delivers cutting-edge
trading, clearing and investment solutions to market participants
around the world. The Company is committed to operating a trusted,
inclusive global marketplace, and to providing leading products,
technology and data solutions that enable participants to define a
sustainable financial future. Cboe provides trading solutions and
products in multiple asset classes, including equities, derivatives
and FX, across North America,
Europe, and Asia Pacific. To learn more,
visit www.cboe.com.
Cautionary Statements Regarding Forward-Looking
Information
This press release contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995
that involve a number of risks and uncertainties. You can identify
these statements by forward-looking words such as "may," "might,"
"should," "expect," "plan," "anticipate," "believe," "estimate,"
"predict," "potential" or "continue," and the negative of these
terms and other comparable terminology. All statements that reflect
our expectations, assumptions or projections about the future other
than statements of historical fact are forward-looking statements.
These forward-looking statements, which are subject to known and
unknown risks, uncertainties and assumptions about us, may include
projections of our future financial performance based on our growth
strategies and anticipated trends in our business. These statements
are only predictions based on our current expectations and
projections about future events. There are important factors that
could cause our actual results, level of activity, performance or
achievements to differ materially from those expressed or implied
by the forward-looking statements.
We operate in a very competitive and rapidly changing
environment. New risks and uncertainties emerge from time to time,
and it is not possible to predict all risks and uncertainties, nor
can we assess the impact of all factors on our business or the
extent to which any factor, or combination of factors, may cause
actual results to differ materially from those contained in any
forward-looking statements.
Some factors that could cause actual results to differ include:
the impact of the novel coronavirus ("COVID-19") pandemic,
including changes to trading behavior broadly in the market; 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
and 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 risks, cybersecurity risks,
insider threats and unauthorized disclosure of confidential
information; increasing competition by foreign and domestic
entities; our dependence on and exposure to risk from third
parties; fluctuations to currency exchange rates; factors that
impact the quality and integrity of our indexes; 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 attract and retain
skilled management and other personnel; our ability to minimize the
risks, including our credit and default risks, associated with
operating a European clearinghouse; 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 potential conflicts
between our regulatory responsibilities and our for-profit status;
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; our ability to
manage our growth and strategic acquisitions or alliances
effectively; 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 the accuracy of our estimates and expectations. More
detailed information about factors that may affect our actual
results to differ may be found in our filings with the SEC,
including in our Annual Report on Form 10-K for the year ended
December 31, 2020 and other filings
made from time to time with the SEC.
We do not undertake, and we expressly disclaim, any duty to
update any forward-looking statement whether as a result of new
information, future events or otherwise, except as required by law.
Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date
hereof.
The condensed consolidated statements of income and balance
sheets are unaudited and subject to reclassification.
|
|
|
|
|
Cboe Media
Contacts:
|
|
|
|
Analyst
Contact:
|
Angela Tu
|
|
Tim Cave
|
|
Kenneth Hill,
CFA
|
(646)
856–8734
|
|
+44 (0) 7593 506
719
|
|
(312)
786–7559
|
atu@cboe.com
|
|
tcave@cboe.com
|
|
khill@cboe.com
|
CBOE-F
Trademarks:
Cboe®, Cboe Global Markets®, Cboe Volatility Index®, Bats®, BIDS
Trading®, BZX®, BYX®, Chi-X®, EDGX®, EDGA®, EuroCCP®,
MATCHNow®, and VIX® are registered trademarks of Cboe Global
Markets, Inc. and its subsidiaries. All other trademarks and
service marks are the property of their respective owners.
Cboe Global
Markets, Inc.
|
Key Performance
Statistics by Business Segment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4Q 2021
|
3Q
2021
|
2Q
2021
|
1Q
2021
|
4Q 2020
|
Options
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total industry ADV
(in thousands)
|
|
|
40,794
|
|
|
37,548
|
|
|
36,442
|
|
|
41,974
|
|
|
32,197
|
|
Total company
Options ADV (in thousands)
|
|
|
12,694
|
|
|
11,764
|
|
|
11,092
|
|
|
12,681
|
|
|
10,299
|
|
Multi-listed
options
|
|
|
10,527
|
|
|
9,794
|
|
|
9,254
|
|
|
10,779
|
|
|
8,705
|
|
Index
options
|
|
|
2,167
|
|
|
1,970
|
|
|
1,838
|
|
|
1,902
|
|
|
1,595
|
|
Total Options
market share
|
|
|
31.1
|
%
|
|
31.3
|
%
|
|
30.4
|
%
|
|
30.2
|
%
|
|
32.0
|
%
|
Multi-listed
options
|
|
|
27.3
|
%
|
|
27.6
|
%
|
|
26.8
|
%
|
|
26.9
|
%
|
|
28.5
|
%
|
Index
options
|
|
|
98.6
|
%
|
|
98.4
|
%
|
|
98.7
|
%
|
|
99.0
|
%
|
|
99.3
|
%
|
Total Options
RPC:
|
|
$
|
0.199
|
|
$
|
0.200
|
|
$
|
0.192
|
|
$
|
0.177
|
|
$
|
0.182
|
|
Multi-listed
options
|
|
$
|
0.066
|
|
$
|
0.069
|
|
$
|
0.067
|
|
$
|
0.067
|
|
$
|
0.068
|
|
Index
options
|
|
$
|
0.846
|
|
$
|
0.851
|
|
$
|
0.823
|
|
$
|
0.803
|
|
$
|
0.809
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
North American
Equities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Equities -
Exchange:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total industry ADV
(shares in billions)
|
|
|
10.8
|
|
|
9.8
|
|
|
10.5
|
|
|
14.7
|
|
|
10.5
|
|
Market share
%
|
|
|
13.3
|
%
|
|
14.0
|
%
|
|
14.3
|
%
|
|
15.0
|
%
|
|
15.1
|
%
|
Net capture (per 100
touched shares)
|
|
$
|
0.025
|
|
$
|
0.020
|
|
$
|
0.020
|
|
$
|
0.015
|
|
$
|
0.015
|
|
U.S. Equities -
Off-Exchange:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ADV (touched shares, in
millions)
|
|
|
84.2
|
|
|
73.0
|
|
|
75.8
|
|
|
99.5
|
|
|
N/A
|
|
Off-Exchange ATS Block
Market Share % (reported on a two-month lag)
|
|
|
23.6
|
%
|
|
22.4
|
%
|
|
21.3
|
%
|
|
23.1
|
%
|
|
N/A
|
|
Net capture (per 100
touched shares)
|
|
$
|
0.115
|
|
$
|
0.122
|
|
$
|
0.123
|
|
$
|
0.121
|
|
|
N/A
|
|
Canadian
Equities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ADV (matched shares, in
millions)
|
|
|
41.3
|
|
|
37.8
|
|
|
47.4
|
|
|
71.4
|
|
|
45.2
|
|
Total market share
%
|
|
|
3.3
|
%
|
|
3.4
|
%
|
|
3.4
|
%
|
|
3.1
|
%
|
|
3.3
|
%
|
Market share % - TSX
listed volume
|
|
|
4.7
|
%
|
|
4.7
|
%
|
|
4.9
|
%
|
|
4.6
|
%
|
|
4.7
|
%
|
Net capture (per 10,000
shares, in Canadian Dollars)
|
|
$
|
8.475
|
|
$
|
8.342
|
|
$
|
7.782
|
|
$
|
7.184
|
|
$
|
8.300
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Europe and Asia
Pacific
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
European
Equities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total industry ADNV
(Euros - in billions)
|
|
€
|
44.0
|
|
€
|
39.6
|
|
€
|
42.0
|
|
€
|
44.8
|
|
€
|
37.5
|
|
Market share
%
|
|
|
19.8
|
%
|
|
18.2
|
%
|
|
17.4
|
%
|
|
16.8
|
%
|
|
17.5
|
%
|
Net capture
(bps)
|
|
€
|
0.256
|
|
€
|
0.264
|
|
€
|
0.267
|
|
€
|
0.284
|
|
€
|
0.259
|
|
EuroCCP:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trades cleared (in
thousands)
|
|
|
345,074.8
|
|
|
306,085.2
|
|
|
294,801.9
|
|
|
298,223.5
|
|
|
290,181.9
|
|
Fee per trade
cleared
|
|
€
|
0.011
|
|
€
|
0.010
|
|
€
|
0.011
|
|
€
|
0.011
|
|
€
|
0.011
|
|
Net settlement volume
(shares in thousands)
|
|
|
2,664.9
|
|
|
2,484.1
|
|
|
2,367.3
|
|
|
2,423.2
|
|
|
2,132.7
|
|
Net fee per
settlement
|
|
€
|
0.860
|
|
€
|
0.869
|
|
€
|
0.893
|
|
€
|
0.865
|
|
€
|
0.803
|
|
Australian
Equities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ADNV (AUD
billions)
|
|
$
|
0.8
|
|
$
|
0.8
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
Market share -
Continuous
|
|
|
16.1
|
%
|
|
15.7
|
%
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
Net capture (per
matched notional value (bps))
|
|
$
|
0.171
|
|
$
|
0.173
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
Japanese
Equities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ADNV (JPY
billions)
|
|
¥
|
111.4
|
|
¥
|
88.7
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
Market share - Lit
Continuous
|
|
|
2.9
|
%
|
|
2.4
|
%
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
Net capture (per
matched notional value (bps))
|
|
¥
|
0.358
|
|
¥
|
0.364
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Futures
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ADV (in
thousands)
|
|
|
230
|
|
|
223
|
|
|
214
|
|
|
256
|
|
|
159
|
|
RPC
|
|
$
|
1.651
|
|
$
|
1.626
|
|
$
|
1.648
|
|
$
|
1.639
|
|
$
|
1.575
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Global
FX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Market share
%
|
|
|
16.8
|
%
|
|
17.0
|
%
|
|
16.3
|
%
|
|
16.5
|
%
|
|
16.7
|
%
|
ADNV ($ in
billions)
|
|
$
|
33.7
|
|
$
|
32.4
|
|
$
|
32.5
|
|
$
|
37.1
|
|
$
|
33.7
|
|
Net capture (per one
million dollars traded)
|
|
$
|
2.77
|
|
$
|
2.77
|
|
$
|
2.71
|
|
$
|
2.65
|
|
$
|
2.67
|
|
ADV = average daily volume; ADNV = average daily notional
value.
RPC, 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.
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.
Matched volume represents the total number of shares of equity
securities and ETFs executed on our exchanges.
U.S. Equities - Exchange, "net capture per 100 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. U.S. Equities – Off-Exchange data reflects
Cboe's acquisition of BIDS Trading, effective December 31, 2020. For U.S. Equities –
Off-Exchange, "net capture per 100 touched shares" refers to
transaction fees less order and execution management system
(OMS/EMS) fees and clearing costs divided by the product of
one-hundredth ADV of touched shares on BIDS Trading and the number
of trading days for the period.
Canadian Equities, "net capture per 10,000 shares" refers to
transaction fees divided by the product of one-ten thousandth ADV
of shares for MATCHNow and the number of trading days. Total market
share represents MATCHNow volume divided by the total volume of the
Canadian Equities market. TSX listed volume market share represents
MATCHNow volume divided by the total volume in TSX listed
equities.
European Equities, "net capture per matched notional value"
refers to transaction fees less liquidity payments in British
pounds divided by the product of ADNV in British pounds of shares
matched on Cboe Europe Equities and Derivatives and the number of
trading days. "Trades cleared" refers to the total number of
non-interoperable trades cleared, "Fee per trade cleared" refers to
clearing fees divided by number of non-interoperable trades
cleared, "Net settlement volume" refers to the total number of
settlements executed after netting, and "Net fee per settlement"
refers to settlement fees less direct costs incurred to settle
divided by the number of settlements executed after netting.
Asia Pacific data reflects the
acquisition of Chi-X Asia Pacific effective July 1, 2021. Australian Equities "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. Japanese Equities
"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.
Global FX, "net capture per one million
dollars traded" refers to 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. Market Share
represents Cboe FX volume divided by the total volume of publicly
reporting spot FX venues (Cboe FX, EBS, Refinitiv, and Euronext
FX).
Average transaction fees per contract can be affected by various
factors, including exchange fee rates, volume-based discounts and
transaction mix by contract type and product type.
Cboe Global
Markets, Inc. and Subsidiaries
|
Condensed
Consolidated Statements of Income (Unaudited)
|
Three Months and
Full Year Ended December 31, 2021 and 2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months
Ended December 31,
|
|
Twelve Months Ended
December 31,
|
(in millions, except
per share amounts)
|
|
2021
|
|
2020
|
|
2021
|
|
2020
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
Transaction and
clearing fees
|
|
$
|
678.8
|
|
$
|
592.7
|
|
$
|
2,693.1
|
|
$
|
2,418.0
|
Access and capacity
fees
|
|
|
74.4
|
|
|
62.7
|
|
|
280.7
|
|
|
236.7
|
Market data
fees
|
|
|
63.5
|
|
|
57.6
|
|
|
252.1
|
|
|
232.0
|
Regulatory
fees
|
|
|
35.3
|
|
|
120.9
|
|
|
208.3
|
|
|
500.2
|
Other
revenue
|
|
|
14.4
|
|
|
10.3
|
|
|
60.6
|
|
|
40.2
|
Total
Revenues
|
|
|
866.4
|
|
|
844.2
|
|
|
3,494.8
|
|
|
3,427.1
|
Cost of
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
Liquidity
payments
|
|
|
395.7
|
|
|
386.7
|
|
|
1,650.7
|
|
|
1,554.1
|
Routing and
clearing
|
|
|
21.8
|
|
|
21.8
|
|
|
87.8
|
|
|
70.4
|
Section 31
fees
|
|
|
31.0
|
|
|
113.2
|
|
|
179.6
|
|
|
465.0
|
Royalty fees
|
|
|
23.7
|
|
|
19.0
|
|
|
86.3
|
|
|
83.4
|
Other
|
|
|
3.7
|
|
|
(3.6)
|
|
|
14.3
|
|
|
(0.1)
|
Total Cost of
Revenues
|
|
|
475.9
|
|
|
537.1
|
|
|
2,018.7
|
|
|
2,172.8
|
Revenues Less Cost
of Revenues
|
|
|
390.5
|
|
|
307.1
|
|
|
1,476.1
|
|
|
1,254.3
|
Operating
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
Compensation and
benefits
|
|
|
74.5
|
|
|
57.5
|
|
|
288.5
|
|
|
224.9
|
Depreciation and
amortization
|
|
|
42.0
|
|
|
40.5
|
|
|
167.4
|
|
|
158.5
|
Technology support
services
|
|
|
16.6
|
|
|
15.0
|
|
|
66.7
|
|
|
54.5
|
Professional fees and
outside services
|
|
|
21.7
|
|
|
17.6
|
|
|
83.7
|
|
|
60.6
|
Travel and promotional
expenses
|
|
|
3.9
|
|
|
2.4
|
|
|
9.7
|
|
|
6.6
|
Facilities
costs
|
|
|
5.7
|
|
|
4.9
|
|
|
22.2
|
|
|
17.6
|
Acquisition-related
costs
|
|
|
3.7
|
|
|
28.8
|
|
|
15.6
|
|
|
45.2
|
Other
expenses
|
|
|
1.8
|
|
|
5.6
|
|
|
16.4
|
|
|
24.2
|
Total Operating
Expenses
|
|
|
169.9
|
|
|
172.3
|
|
|
670.2
|
|
|
592.1
|
Operating
Income
|
|
|
220.6
|
|
|
134.8
|
|
|
805.9
|
|
|
662.2
|
Non-operating Income
(Expenses):
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense,
net
|
|
|
(11.1)
|
|
|
(13.5)
|
|
|
(47.4)
|
|
|
(37.6)
|
Other income (expense),
net
|
|
|
0.7
|
|
|
1.6
|
|
|
(2.4)
|
|
|
35.8
|
Total Non-operating
Expenses
|
|
|
(10.4)
|
|
|
(11.9)
|
|
|
(49.8)
|
|
|
(1.8)
|
Income Before Income
Tax Provision
|
|
|
210.2
|
|
|
122.9
|
|
|
756.1
|
|
|
660.4
|
Income tax
provision
|
|
|
44.3
|
|
|
35.6
|
|
|
227.1
|
|
|
192.2
|
Net
Income
|
|
|
165.9
|
|
|
87.3
|
|
|
529.0
|
|
|
468.2
|
Net income allocated to
participating securities
|
|
|
(0.6)
|
|
|
(0.2)
|
|
|
(1.7)
|
|
|
(1.2)
|
Net Income Allocated
to Common Stockholders
|
|
$
|
165.3
|
|
$
|
87.1
|
|
$
|
527.3
|
|
$
|
467.0
|
Net Income Per Share
Allocated to Common Stockholders:
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per
share
|
|
$
|
1.55
|
|
$
|
0.81
|
|
$
|
4.93
|
|
$
|
4.28
|
Diluted earnings per
share
|
|
|
1.54
|
|
|
0.81
|
|
|
4.92
|
|
|
4.27
|
Weighted average shares
used in computing income per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
106.8
|
|
|
107.9
|
|
|
107.0
|
|
|
109.1
|
Diluted
|
|
|
107.1
|
|
|
108.0
|
|
|
107.2
|
|
|
109.3
|
Cboe Global
Markets, Inc. and Subsidiaries
|
Condensed
Consolidated Balance Sheets (Unaudited)
|
December 31, 2021
and 2020
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
December 31,
|
(in
millions)
|
|
2021
|
|
2020
|
Assets
|
|
|
|
|
|
|
Current
Assets:
|
|
|
|
|
|
|
Cash and cash
equivalents
|
|
$
|
341.9
|
|
$
|
245.4
|
Financial
investments
|
|
|
37.1
|
|
|
92.4
|
Accounts receivable,
net
|
|
|
326.9
|
|
|
337.3
|
Margin deposits and
clearing funds
|
|
|
745.9
|
|
|
812.1
|
Income taxes
receivable
|
|
|
42.7
|
|
|
53.1
|
Other current
assets
|
|
|
36.8
|
|
|
26.5
|
Total Current
Assets
|
|
|
1,531.3
|
|
|
1,566.8
|
|
|
|
|
|
|
|
Investments
|
|
|
245.8
|
|
|
42.7
|
Land
|
|
|
2.3
|
|
|
—
|
Property and
equipment, net
|
|
|
105.2
|
|
|
82.6
|
Property held for
sale
|
|
|
—
|
|
|
13.0
|
Operating lease right
of use assets
|
|
|
110.1
|
|
|
111.0
|
Goodwill
|
|
|
3,025.4
|
|
|
2,895.1
|
Intangible assets,
net
|
|
|
1,668.6
|
|
|
1,729.0
|
Other assets,
net
|
|
|
125.8
|
|
|
76.3
|
Total
Assets
|
|
$
|
6,814.5
|
|
$
|
6,516.5
|
|
|
|
|
|
|
|
Liabilities and
Stockholders' Equity
|
|
|
|
|
|
|
Current
Liabilities:
|
|
|
|
|
|
|
Accounts payable and
accrued liabilities
|
|
$
|
295.4
|
|
$
|
250.0
|
Section 31 fees
payable
|
|
|
40.8
|
|
|
152.9
|
Deferred
revenue
|
|
|
15.2
|
|
|
10.2
|
Margin deposits and
clearing funds
|
|
|
745.9
|
|
|
812.1
|
Income taxes
payable
|
|
|
8.2
|
|
|
4.2
|
Current portion of
long-term debt
|
|
|
—
|
|
|
68.7
|
Current portion of
contingent consideration liabilities
|
|
|
63.8
|
|
|
15.2
|
Total Current
Liabilities
|
|
|
1,169.3
|
|
|
1,313.3
|
|
|
|
|
|
|
|
Long-term
debt
|
|
|
1,299.3
|
|
|
1,135.2
|
Unrecognized tax
benefits
|
|
|
197.9
|
|
|
164.7
|
Deferred income
taxes
|
|
|
372.7
|
|
|
377.6
|
Non-current operating
lease liabilities
|
|
|
129.2
|
|
|
132.1
|
Contingent
consideration liabilities
|
|
|
6.7
|
|
|
17.5
|
Other non-current
liabilities
|
|
|
34.6
|
|
|
27.2
|
Total
Liabilities
|
|
|
3,209.7
|
|
|
3,167.6
|
|
|
|
|
|
|
|
Stockholders'
Equity:
|
|
|
|
|
|
|
Preferred
stock
|
|
|
—
|
|
|
—
|
Common
stock
|
|
|
1.1
|
|
|
1.2
|
Treasury stock at
cost
|
|
|
(106.8)
|
|
|
(1,250.4)
|
Additional
paid-in-capital
|
|
|
1,509.4
|
|
|
2,713.3
|
Retained
earnings
|
|
|
2,145.5
|
|
|
1,809.8
|
Accumulated other
comprehensive income, net
|
|
|
55.6
|
|
|
75.0
|
Total
Stockholders' Equity
|
|
|
3,604.8
|
|
|
3,348.9
|
|
|
|
|
|
|
|
Total Liabilities
and Stockholders' Equity
|
|
$
|
6,814.5
|
|
$
|
6,516.5
|
Non-GAAP Information
In addition to disclosing results determined in accordance with
GAAP, Cboe Global Markets has disclosed certain non-GAAP measures
of operating performance. These measures are not in accordance
with, or a substitute for, GAAP, and may be different from or
inconsistent with non-GAAP financial measures used by other
companies. The non-GAAP measures provided in this press release
include net transaction and clearing fees, adjusted operating
expenses, adjusted operating income, organic net revenue, inorganic
net revenue, adjusted operating margin, adjusted net income
allocated to common stockholders and adjusted diluted earnings per
share, effective tax rate on adjusted earnings, adjusted cash,
EBITDA, EBITDA margin, adjusted EBITDA and adjusted EBITDA
margin.
Management believes that the non-GAAP financial measures
presented in this press release, including adjusted operating
income, organic net revenue and adjusted operating expenses,
provide additional and comparative information to assess trends in
our core operations and a means to evaluate period-to-period
comparisons. Non-GAAP financial measures disclosed by management
are provided as additional information to investors in order to
provide them with an alternative method for assessing our financial
condition and operating results.
Organic net revenue, inorganic net revenue, organic
non-transaction revenue and organic net revenue
guidance: These are non-GAAP financial measures that
exclude or have otherwise been adjusted for the impact of our
acquisitions for the period or guidance, as applicable. Management
believes the organic net revenue growth and guidance measures
provide users with supplemental information regarding the company's
ongoing and future potential revenue performances and trends by
presenting revenue growth and guidance excluding the impact of the
acquisitions. Revenues from acquisitions that have been owned
for at least one year are considered organic and are no longer
excluded from organic net revenue from either period for
comparative purposes.
Amortization expense of acquired intangible assets: We
amortize intangible assets acquired in connection with various
acquisitions. Amortization of intangible assets is inconsistent in
amount and frequency and is significantly affected by the timing
and size of our acquisitions. As such, if intangible asset
amortization is included in performance measures, it is more
difficult to assess the day-to-day operating performance of the
businesses, the relative operating performance of the businesses
between periods and the earnings power of the company. Therefore,
we believe performance measures excluding intangible asset
amortization expense provide investors with an additional basis for
comparison across accounting periods.
Acquisition-related expenses: From time to time, we have
pursued acquisitions, which have resulted in expenses which would
not otherwise have been incurred in the normal course of the
company's business operations. These expenses include integration
costs, as well as legal, due diligence and other third-party
transaction costs. The frequency and the amount of such expenses
vary significantly based on the size, timing and complexity of the
transaction. Accordingly, we exclude these costs for purposes of
calculating non-GAAP measures which provide an additional analysis
of Cboe's ongoing operating performance or comparisons in Cboe's
performance between periods.
The tables below show the reconciliation of each financial
measure from GAAP to non-GAAP. The non-GAAP financial measures
exclude the impact of those items detailed below and are referred
to as adjusted financial measures.
Organic Net
Revenue Reconciliation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Table
3
|
|
Three Months
Ended
|
|
Twelve Months
Ended
|
|
(in
millions)
|
|
December 31,
|
|
December 31,
|
|
Reconciliation of
Revenue Less Cost of Revenue to Organic Net Revenue
|
|
2021
|
|
2020
|
|
2021
|
|
2020
|
|
Revenues less cost of
revenues (net revenue)
|
|
$
|
390.5
|
|
$
|
307.1
|
|
$
|
1,476.1
|
|
$
|
1,254.3
|
|
Less
acquisitions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisition revenues
less cost of revenues (inorganic net revenue)
|
|
$
|
(17.0)
|
|
$
|
—
|
|
$
|
(82.8)
|
|
$
|
—
|
|
Organic net
revenue
|
|
$
|
373.5
|
|
$
|
307.1
|
|
$
|
1,393.3
|
|
$
|
1,254.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of
GAAP and non-GAAP Information
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months
Ended
|
|
Twelve Months
Ended
|
|
Table
4
|
|
December 31,
|
|
December 31,
|
|
(in millions, except
per share amounts)
|
|
2021
|
|
2020
|
|
2021
|
|
2020
|
|
Reconciliation of
Net Income Allocated to Common Stockholders to
Non-GAAP
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(As shown on Table
1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income allocated
to common stockholders
|
|
$
|
165.3
|
|
$
|
87.1
|
|
$
|
527.3
|
|
$
|
467.0
|
|
Non-GAAP
adjustments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisition-related
expenses (1)
|
|
|
3.7
|
|
|
28.8
|
|
|
15.6
|
|
|
45.2
|
|
Provision for notes
receivable (2)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6.7
|
|
Bargain purchase gain
(3)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(32.6)
|
|
Amortization of
acquired intangible assets (4)
|
|
|
31.4
|
|
|
31.3
|
|
|
126.6
|
|
|
124.7
|
|
Impairment of
investment (5)
|
|
|
—
|
|
|
—
|
|
|
5.0
|
|
|
—
|
|
Change in contingent
consideration (6)
|
|
|
(2.7)
|
|
|
—
|
|
|
(2.7)
|
|
|
—
|
|
Total Non-GAAP
adjustments
|
|
|
32.4
|
|
|
60.1
|
|
|
144.5
|
|
|
144.0
|
|
Income tax expense
related to the items above
|
|
|
(7.4)
|
|
|
(13.1)
|
|
|
(31.8)
|
|
|
(38.0)
|
|
Release of tax
reserves
|
|
|
(5.4)
|
|
|
—
|
|
|
(5.4)
|
|
|
—
|
|
Deferred tax
re-measurements
|
|
|
(3.1)
|
|
|
(3.6)
|
|
|
14.6
|
|
|
4.1
|
|
Net income allocated
to participating securities - effect on reconciling
items
|
|
|
(0.1)
|
|
|
(0.1)
|
|
|
(0.4)
|
|
|
(0.6)
|
|
Adjusted net
income allocated to common stockholders
|
|
$
|
181.7
|
|
$
|
130.4
|
|
$
|
648.8
|
|
$
|
576.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of
Diluted EPS to Non-GAAP
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings per
common share
|
|
$
|
1.54
|
|
$
|
0.81
|
|
$
|
4.92
|
|
$
|
4.27
|
|
Per share impact of
non-GAAP adjustments noted above
|
|
|
0.16
|
|
|
0.40
|
|
|
1.13
|
|
|
1.00
|
|
Adjusted diluted
earnings per common share
|
|
$
|
1.70
|
|
$
|
1.21
|
|
$
|
6.05
|
|
$
|
5.27
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of
Operating Margin to Non-GAAP
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue less cost of
revenue
|
|
$
|
390.5
|
|
$
|
307.1
|
|
$
|
1,476.1
|
|
$
|
1,254.3
|
|
Non-GAAP adjustments
noted above
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Adjusted revenue
less cost of revenue
|
|
$
|
390.5
|
|
$
|
307.1
|
|
$
|
1,476.1
|
|
$
|
1,254.3
|
|
Operating expenses
(7)
|
|
$
|
169.9
|
|
$
|
172.3
|
|
$
|
670.2
|
|
$
|
592.1
|
|
Non-GAAP adjustments
noted above
|
|
|
32.4
|
|
|
60.1
|
|
|
139.5
|
|
|
176.6
|
|
Adjusted operating
expenses
|
|
$
|
137.5
|
|
$
|
112.2
|
|
$
|
530.7
|
|
$
|
415.5
|
|
Operating
income
|
|
$
|
220.6
|
|
$
|
134.8
|
|
$
|
805.9
|
|
$
|
662.2
|
|
Non-GAAP adjustments
noted above
|
|
|
32.4
|
|
|
60.1
|
|
|
139.5
|
|
|
176.6
|
|
Adjusted operating
income
|
|
$
|
253.0
|
|
$
|
194.9
|
|
$
|
945.4
|
|
$
|
838.8
|
|
Adjusted operating
margin (8)
|
|
|
64.8
|
%
|
|
63.5
|
%
|
|
64.0
|
%
|
|
66.9
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of
Income Tax Rate to Non-GAAP
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income
taxes
|
|
|
210.2
|
|
|
122.9
|
|
|
756.1
|
|
|
660.4
|
|
Non-GAAP adjustments
noted above
|
|
|
32.4
|
|
|
60.1
|
|
|
144.5
|
|
|
144.0
|
|
Adjusted income
before income taxes
|
|
$
|
242.6
|
|
$
|
183.0
|
|
$
|
900.6
|
|
$
|
804.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax
expense
|
|
|
44.3
|
|
|
35.6
|
|
|
227.1
|
|
|
192.2
|
|
Non-GAAP adjustments
noted above
|
|
|
15.9
|
|
|
16.7
|
|
|
22.6
|
|
|
33.9
|
|
Adjusted income
tax expense
|
|
$
|
60.2
|
|
$
|
52.3
|
|
$
|
249.7
|
|
$
|
226.1
|
|
Adjusted income
tax rate
|
|
|
24.8
|
%
|
|
28.6
|
%
|
|
27.7
|
%
|
|
28.1
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) This amount
includes professional fees and outside services, severance,
facilities expenses, impairment charges and other costs related to
the company's acquisitions.
|
(2) This amount
represents the provision for notes receivable, recorded in other
expenses on the consolidated statements of income, associated with
the funding for the development of the consolidated audit trail
("CAT").
|
(3) This amount
represents the bargain purchase gain related to the acquisition of
EuroCCP on July 1, 2020.
|
(4) This amount
represents the amortization of acquired intangible assets related
to the company's acquisitions.
|
(5) This amount
represents the impairment of investment related to the write down
of the company's investment in CurveGlobal.
|
(6) This amount
represents the change in contingent consideration related to the
adjustment recorded to MATCHNow's contingent
consideration.
|
(7)The company
sponsors deferred compensation plans held in a trust. The expenses
or income related to the deferred compensation plans are included
in "Compensation and benefits" ($1.8 million and $1.5 million in
expense for the three months ended December 31, 2021 and 2020,
respectively, and $3.5 million and $2.5 million in the year ended
December 31, 2021 and 2020, respectively), and are directly offset
by deferred compensation income, expenses and dividends included
within "Other income, net" ($1.8 million and $1.5 million in
income, expense and dividends in the three months ended December
31, 2021 and 2020, respectively, and $3.5 million and $2.5 million
in the year ended December 31, 2021 and 2020, respectively), on the
consolidated statements of income. The deferred compensation plans'
expenses are not excluded from "adjusted operating expenses" and do
not have an impact on "Income before income taxes."
|
(8) Adjusted
operating margin represents adjusted operating income divided by
adjusted revenue less cost of revenue.
|
EBITDA Reconciliations
EBITDA (earnings before interest, income taxes, depreciation and
amortization) and Adjusted EBITDA are widely used non-GAAP
financial measures of operating performance. EBITDA margin
represents EBITDA divided by revenues less cost of revenues (net
revenue). It is presented as supplemental information that the
company believes is useful to investors to evaluate its results
because it excludes certain items that are not directly related to
the company's core operating performance. EBITDA is calculated by
adding back to net income interest expense, income tax expense,
depreciation and amortization. Adjusted EBITDA is calculated by
adding back to EBITDA acquisition-related expenses, provision for
notes receivable, bargain purchase gain, change in contingent
consideration, and impairment of investment. EBITDA and
Adjusted EBITDA should not be considered as substitutes either for
net income, as an indicator of the company's operating performance,
or for cash flow, as a measure of the company's liquidity. In
addition, because EBITDA and Adjusted EBITDA may not be calculated
identically by all companies, the presentation here may not be
comparable to other similarly titled measures of other
companies. Adjusted EBITDA margin represents Adjusted EBITDA
divided by net revenue.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Table
5
|
|
Three Months Ended
|
|
Twelve Months Ended
|
|
(in
millions)
|
|
December 31,
|
|
December 31,
|
|
Reconciliation of
Net Income Allocated to Common Stockholders to EBITDA and Adjusted
EBITDA (Per Table 1)
|
|
2021
|
|
2020
|
|
2021
|
|
2020
|
|
Net income
allocated to common stockholders
|
|
$
|
165.3
|
|
$
|
87.1
|
|
$
|
527.3
|
|
$
|
467.0
|
|
Interest expense,
net
|
|
|
11.1
|
|
|
13.5
|
|
|
47.4
|
|
|
37.6
|
|
Income tax
provision
|
|
|
44.3
|
|
|
35.6
|
|
|
227.1
|
|
|
192.2
|
|
Depreciation and
amortization
|
|
|
42.0
|
|
|
40.5
|
|
|
167.4
|
|
|
158.5
|
|
EBITDA
|
|
$
|
262.7
|
|
$
|
176.7
|
|
$
|
969.2
|
|
$
|
855.3
|
|
EBITDA
Margin
|
|
|
67.3
|
%
|
|
57.5
|
%
|
|
65.7
|
%
|
|
68.2
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP
adjustments not included in above line items
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisition-related
expenses
|
|
|
3.7
|
|
|
28.8
|
|
|
15.6
|
|
|
45.2
|
|
Provision for notes
receivable
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6.7
|
|
Bargain purchase
gain
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(32.6)
|
|
Change in contingent
consideration
|
|
|
(2.7)
|
|
|
—
|
|
|
(2.7)
|
|
|
—
|
|
Impairment of
investment
|
|
|
—
|
|
|
—
|
|
|
5.0
|
|
|
—
|
|
Adjusted
EBITDA
|
|
$
|
263.7
|
|
$
|
205.5
|
|
$
|
987.1
|
|
$
|
874.6
|
|
Adjusted EBITDA
Margin
|
|
|
67.5
|
%
|
|
66.9
|
%
|
|
66.9
|
%
|
|
69.7
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Table
6
|
|
|
|
|
|
|
|
|
|
|
|
(in
millions)
|
|
December 31,
|
|
December 31,
|
|
|
|
|
|
|
|
Reconciliation of
Cash and cash equivalents to Adjusted Cash
|
|
2021
|
|
2020
|
|
|
|
|
|
|
|
Cash and cash
equivalents
|
|
$
|
341.9
|
|
$
|
245.4
|
|
|
|
|
|
|
|
Financial
investments
|
|
|
37.1
|
|
|
92.4
|
|
|
|
|
|
|
|
Less deferred
compensation plan assets
|
|
|
(28.0)
|
|
|
(24.5)
|
|
|
|
|
|
|
|
Less cash collected
for Section 31 Fees
|
|
|
(25.9)
|
|
|
(103.0)
|
|
|
|
|
|
|
|
Adjusted
Cash
|
|
$
|
325.1
|
|
$
|
210.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Table
7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in
millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of
Net Transaction and Clearing Fees - Three Months Ended December 31,
2021 and 2020
|
|
Consolidated
|
|
Options
|
|
N.A.
Equities
|
|
Europe and
APAC
|
|
Futures
|
|
Global
FX
|
|
Three Months Ended
|
|
Three Months Ended
|
|
Three Months Ended
|
|
Three Months Ended
|
|
Three Months Ended
|
|
Three Months Ended
|
|
December 31,
|
|
December 31,
|
|
December 31,
|
|
December 31,
|
|
December 31,
|
|
December 31,
|
|
2021
|
|
2020
|
|
2021
|
|
2020
|
|
2021
|
|
2020
|
|
2021
|
|
2020
|
|
2021
|
|
2020
|
|
2021
|
|
2020
|
Transaction and
clearing fees
|
$
|
678.8
|
|
$
|
592.7
|
|
$
|
330.9
|
|
$
|
269.9
|
|
$
|
270.1
|
|
$
|
265.1
|
|
$
|
41.1
|
|
$
|
30.0
|
|
$
|
24.2
|
|
$
|
16.0
|
|
$
|
12.5
|
|
$
|
11.7
|
Liquidity
payments
|
|
(395.7)
|
|
|
(386.7)
|
|
|
(162.2)
|
|
|
(145.0)
|
|
|
(226.3)
|
|
|
(237.0)
|
|
|
(7.2)
|
|
|
(4.7)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
Routing and
clearing
|
|
(21.8)
|
|
|
(21.8)
|
|
|
(6.9)
|
|
|
(4.6)
|
|
|
(9.8)
|
|
|
(10.4)
|
|
|
(4.9)
|
|
|
(6.8)
|
|
|
—
|
|
|
—
|
|
|
(0.2)
|
|
|
—
|
Net transaction and
clearing fees
|
$
|
261.3
|
|
$
|
184.2
|
|
$
|
161.8
|
|
$
|
120.3
|
|
$
|
34.0
|
|
$
|
17.7
|
|
$
|
29.0
|
|
$
|
18.5
|
|
$
|
24.2
|
|
$
|
16.0
|
|
$
|
12.3
|
|
$
|
11.7
|
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