# Cboe Global Markets, Inc.: Form 10-Q for the period ended Jun 30, 2023

- Company: [Cboe Global Markets, Inc.](/companies/cboe.md) (CIK 1374310)
- Form: 10-Q
- Filed: 2023-08-04
- Accepted by EDGAR: Aug 4, 2023, 08:16 ET
- Period: 2023-06-30
- Accession: 0001558370-23-013313
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/1374310/000155837023013313/cboe-20230630x10q.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/1374310/000155837023013313/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2023-06-30.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Revenue | 3 months, 2023-04-01 to 2023-06-30 | $907.8m | us-gaap:RevenueFromContractWithCustomerIncludingAssessedTax |
| Revenue | 6 months, 2023-01-01 to 2023-06-30 | $1.90bn | us-gaap:RevenueFromContractWithCustomerIncludingAssessedTax |
| Cost of revenue | 3 months, 2023-04-01 to 2023-06-30 | $440.7m | us-gaap:CostOfRevenue |
| Cost of revenue | 6 months, 2023-01-01 to 2023-06-30 | $957.5m | us-gaap:CostOfRevenue |
| Gross profit | 3 months, 2023-04-01 to 2023-06-30 | $467.1m | us-gaap:GrossProfit |
| Gross profit | 6 months, 2023-01-01 to 2023-06-30 | $938.5m | us-gaap:GrossProfit |
| Operating income | 3 months, 2023-04-01 to 2023-06-30 | $244.8m | us-gaap:OperatingIncomeLoss |
| Operating income | 6 months, 2023-01-01 to 2023-06-30 | $492.7m | us-gaap:OperatingIncomeLoss |
| Income tax | 3 months, 2023-04-01 to 2023-06-30 | $74.0m | us-gaap:IncomeTaxExpenseBenefit |
| Income tax | 6 months, 2023-01-01 to 2023-06-30 | $148.8m | us-gaap:IncomeTaxExpenseBenefit |
| Net income | 3 months, 2023-04-01 to 2023-06-30 | $167.8m | us-gaap:ProfitLoss |
| Net income | 6 months, 2023-01-01 to 2023-06-30 | $341.2m | us-gaap:ProfitLoss |
| Diluted EPS | 3 months, 2023-04-01 to 2023-06-30 | $1.57 | us-gaap:EarningsPerShareDiluted |
| Diluted EPS | 6 months, 2023-01-01 to 2023-06-30 | $3.20 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 3 months, 2023-04-01 to 2023-06-30 | $1.58 | us-gaap:EarningsPerShareBasic |
| Basic EPS | 6 months, 2023-01-01 to 2023-06-30 | $3.21 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 3 months, 2023-04-01 to 2023-06-30 | 106,100,000 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Diluted shares (weighted) | 6 months, 2023-01-01 to 2023-06-30 | 106,100,000 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 6 months, 2023-01-01 to 2023-06-30 | $527.7m | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Capital expenditure | 6 months, 2023-01-01 to 2023-06-30 | $20.2m | us-gaap:PaymentsToAcquirePropertyPlantAndEquipment |
| Dividends paid | 6 months, 2023-01-01 to 2023-06-30 | $106.5m | us-gaap:PaymentsOfDividends |
| Share repurchases | 6 months, 2023-01-01 to 2023-06-30 | $78.1m | us-gaap:PaymentsForRepurchaseOfCommonStock |
| Cash and equivalents | at 2023-06-30 | $413.6m | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Current assets | at 2023-06-30 | $1.74bn | us-gaap:AssetsCurrent |
| Total assets | at 2023-06-30 | $7.20bn | us-gaap:Assets |
| Current liabilities | at 2023-06-30 | $1.47bn | us-gaap:LiabilitiesCurrent |
| Total liabilities | at 2023-06-30 | $3.53bn | us-gaap:Liabilities |
| Long-term debt | at 2023-06-30 | $1.44bn | us-gaap:LongTermDebtNoncurrent |
| Current portion of debt | at 2023-06-30 | $164.9m | us-gaap:LongTermDebtCurrent |
| Shareholders' equity | at 2023-06-30 | $3.66bn | us-gaap:StockholdersEquity |

## Management's discussion and analysis

As filed, 118,337 characters.

*The following discussion should be read in conjunction with the accompanying unaudited condensed consolidated financial statements and the notes thereto, included in Item 1 in this Quarterly Report on Form 10-Q, and the audited consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, and as contained in that report, the information under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” This discussion contains forward-looking information. Please see “Forward-Looking Statements” for a discussion of the uncertainties, risks and assumptions associated with these statements.*

### Overview

Cboe Global Markets (Cboe: CBOE), 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, Cboe 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 one of the largest stock exchanges by value traded in Europe, and owns Cboe Clear Europe (rebranded from EuroCCP in November 2022), a leading pan-European equities and derivatives clearinghouse, BIDS Trading, a leading block-trading ATS by volume in the U.S., MATCHNow (operating as TriAct Canada Marketplace LP), a leading equities ATS in Canada, Cboe Australia, an operator of trading venues in Australia, and Cboe Japan, an operator of trading venues in Japan. Cboe also is a leading market globally for exchange-traded products (“ETPs”) listings and trading. On May 2, 2022, Cboe completed its acquisition of ErisX, subsequently rebranded to Cboe Digital, an operator of a U.S. based digital asset spot market, a regulated futures exchange and a regulated clearinghouse. On June 1, 2022, Cboe completed its acquisition of NEO, subsequently rebranded to Cboe Canada, which is a recognized Canadian securities exchange.

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.

### Business Segments

The Company operated five reportable business segments prior to the quarter ended June 30, 2022. As a result of the Cboe Digital acquisition, as of the quarter ended June 30, 2022, the Company operates six reportable 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 (“Organization and Basis of Presentation”). 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 options on ETPs, such as exchange-traded funds (“ETFs”) and exchange-traded notes (“ETNs”), which are “multi-listed” options and listed on a non-exclusive basis. These options are eligible to trade, 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 generated from the consolidated tape plans, the licensing of proprietary options market data, index licensing, and access and capacity services.

***North American Equities.*** The North American Equities segment includes listed U.S. equities and ETP transaction services that occur on fully electronic exchanges owned and operated by BZX, BYX, EDGX, and EDGA, equities transactions that occur on the BIDS Trading platform, and Canadian equities and other transaction services that occur on or through the MATCHNow ATS, and Cboe Canada, as of the June 1, 2022 acquisition. The North American Equities segment also includes listing services on Cboe Canada Exchange, ETP listings on BZX, the Cboe Global Markets, Inc. common stock listing, applicable market data fees 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. 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. 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 and Cboe Swiss, as well as revenue generated from the licensing of proprietary market data and from access and capacity services. The segment includes transaction services for U.S. government securities executed on the Cboe Fixed Income fully electronic trading platform.

***Digital.*** The Digital segment includes Cboe Digital, an operator of a U.S. based digital asset spot market and a regulated futures exchange, and Cboe Clear Digital, a regulated clearinghouse, as well as revenue generated from the licensing of proprietary market data and from access and capacity services.

### General Factors Affecting Results of Operations

In broad terms, our business performance is impacted by a number of drivers, including macroeconomic events affecting the risk and return of financial assets, investor sentiment, the regulatory environment for capital markets, geopolitical events, tax policies, central bank policies and changing technology, particularly in the financial services industry. We believe our future revenues and net income will continue to be influenced by a number of domestic and international economic trends, including:

- 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 Securities Information Processors (“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 and global pandemics 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 and greater uncertainty, inflationary increases in our expenses, such as compensation inflation, and increased costs related to CAT may have an adverse effect on our financial results.

### Components of Revenues

The components of revenues which include the above changes are described below:

### Cash and Spot Markets

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.

### Data and Access Solutions

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.

### Derivatives 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 fees from the Company’s Options, Futures, Europe and Asia Pacific, and Digital segments.

### Components of Cost of Revenues

### Liquidity Payments

Liquidity payments are directly correlated to the volume of securities traded on our markets. As stated above, we record the liquidity rebates paid to market participants providing liquidity, in the case of C2, BZX, EDGX, and Cboe Europe 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 Clearing

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.

### Section 31 Fees

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.

### Royalty Fees and Other Cost of Revenues

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.

### Components of Operating Expenses

### Compensation and Benefits

Compensation and benefits represent our largest expense category and tend to be driven by our staffing requirements, financial performance, and the general dynamics of the employment market. Stock-based compensation is a non-cash expense related to 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 Amortization

Depreciation and amortization expense results from the depreciation of long-lived assets purchased, the amortization of purchased and internally developed software, and the amortization of intangible assets.

### Technology Support Services

Technology support services consists primarily of costs related to the maintenance of computer equipment supporting our system architecture, circuits supporting our wide area network, support for production software, operating system license and support fees, fees paid to information vendors for displaying data and off-site system hosting fees.

### Professional Fees and Outside Services

Professional fees and outside services consist primarily of consulting services, which include supplemental staff activities primarily related to systems development and maintenance, legal, regulatory and audit, and tax advisory services, as well as stock-based compensation related to director awards.

### Travel and Promotional Expenses

Travel and promotional expenses primarily consist of advertising, costs for special events, sponsorship of industry conferences, options education seminars and travel-related expenses.

### Facilities Costs

Facilities costs primarily consist of expenses related to owned and leased properties including rent, maintenance, utilities, real estate taxes and telecommunications costs.

### Acquisition-Related Costs

Acquisition-related costs relate to acquisitions and other strategic opportunities. 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.

### Goodwill Impairment

Goodwill impairment consists of charges to impair goodwill of our reporting units if the carrying value exceeds the implied fair value.

### Other Expenses

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.

### Non-Operating (Expenses) Income

Income and expenses incurred through activities outside of our core operations are considered non-operating and are classified as other (expense) income. These activities primarily include interest earned on the investing of excess cash, interest expense related to outstanding debt facilities, income and unrealized gains and losses related to investments held in a trust for the Company’s non-qualified retirement and benefit plans, 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 SBA’s PPP. See Note 10 (“Debt”) for additional information regarding the PPP.

### Financial Summary

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 condensed 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.

The following summarizes changes in financial performance for the three and six months ended June 30, 2023, compared to the three and six months ended June 30, 2022. “YTD” represents the six-month periods ended June 30, 2023 and 2022, respectively:

(1) These are Non-GAAP figures for which reconciliations are provided below (in millions, except percentages, earnings per share, and as noted below).

| ​ ​ ​ | ​ ​ | ​ ​ ​ Three Months Ended June 30, 2023 | ​ ​ ​ ​ 2022 | ​ ​ ​ Increase/ ​ (Decrease) | ​ ​ Percent Change | ​ ​ | ​ ​ ​ Six Months Ended June 30, 2023 | ​ ​ ​ ​ 2022 | ​ ​ ​ Increase/ ​ (Decrease) | ​ ​ Percent Change |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Total revenues | ​ | $907.8 ​ | $985.8 ​ | $(78.0) ​ | (8)% | ​ | $1,896.0 ​ | $1,960.3 ​ | $(64.3) ​ | (3)% |
| Total cost of revenues |  | ​ 440.7 ​ | ​ 561.7 | ​ (121.0) | (22)% |  | ​ 957.5 ​ | ​ 1,118.1 | ​ (160.6) | (14)% |
| Revenues less cost of revenues |  | ​ 467.1 ​ | ​ 424.1 | ​ 43.0 | 10% |  | ​ 938.5 ​ | ​ 842.2 | ​ 96.3 | 11% |
| Total operating expenses |  | ​ 222.3 | ​ 661.5 | ​ (439.2) | (66)% |  | ​ 445.8 | ​ 839.9 | ​ (394.1) | (47)% |
| Operating income (loss) |  | ​ 244.8 | ​ (237.4) | ​ 482.2 | \*% |  | ​ 492.7 | ​ 2.3 | ​ 490.4 | \*% |
| Income (loss) before income tax provision (benefit) |  | ​ 241.8 | ​ (256.8) | ​ 498.6 | \*% |  | ​ 490.0 | ​ (31.9) | ​ 521.9 | \*% |
| Income tax provision (benefit) |  | ​ 74.0 | ​ (72.3) | ​ 146.3 | \*% |  | ​ 148.8 | ​ 43.0 | ​ 105.8 | \*% |
| Net income (loss) | ​ | $167.8 ​ | $(184.5) ​ | $352.3 | \*% | ​ | $341.2 ​ | $(74.9) ​ | $416.1 | \*% |
| Basic earnings (loss) per share | ​ | $1.58 ​ | $(1.74) ​ | $3.32 ​ | \*% | ​ | $3.21 ​ | $(0.70) ​ | $3.91 ​ | \*% |
| Diluted earnings (loss) per share | ​ | ​ 1.57 ​ | ​ (1.74) ​ | ​ 3.31 ​ | \*% | ​ | ​ 3.20 ​ | ​ (0.70) ​ | ​ 3.90 ​ | \*% |
| Organic net revenue (1) | ​ | ​ 463.9 ​ | ​ 424.1 ​ | ​ 39.8 ​ | 9% | ​ | ​ 930.9 ​ | ​ 842.2 ​ | ​ 88.7 ​ | 11% |
| EBITDA (2) | ​ | ​ 294.7 ​ | ​ (202.0) ​ | ​ 496.7 | \*% | ​ | ​ 598.6 ​ | ​ 74.6 ​ | ​ 524.0 | \*% |
| EBITDA margin (3) | ​ | 63.1% | (47.6)% | 110.7% | \* ​ | ​ | 63.8% | 8.9% | 54.9% | \* ​ |
| Adjusted EBITDA (2) | ​ | $293.3 ​ | $274.2 ​ | $19.1 | 7% | ​ | $603.6 ​ | $555.8 ​ | $47.8 | 9% |
| Adjusted EBITDA margin (4) | ​ | 62.8% | 64.7% | (1.9)% | \* ​ | ​ | 64.3% | 66.0% | (1.7)% | \* ​ |
| Adjusted earnings (5) | ​ | $188.7 ​ | $177.3 ​ | $11.4 | 6% | ​ | $390.4 ​ | $362.0 ​ | $28.4 | 8% |
| Adjusted earnings margin (5) | ​ | 40.4% | 41.8% | (1.4)% | \* ​ | ​ | 41.6% | 43.0% | (1.4)% | \* ​ |
| Diluted weighted average shares outstanding | ​ | ​ 106.1 ​ | ​ 106.3 ​ | ​ (0.2) ​ | (0)% | ​ | ​ 106.1 ​ | ​ 106.5 ​ | ​ (0.4) ​ | (0)% |
| Adjusted Diluted earnings per share (6) | ​ | $1.78 ​ | $1.67 ​ | $0.11 | 7% | ​ | $3.68 ​ | $3.40 ​ | $0.28 | 8% |

\* Not meaningful

(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.

*(in millions)*

*(in millions)*

| ​ ​ ​ ​ ​ | ​ ​ Three Months Ended June 30, 2023 | ​ ​ | ​ ​ 2022 | ​ ​ ​ | ​ ​ Six Months Ended June 30, 2023 | ​ ​ | ​ ​ 2022 |
| --- | ---: | --- | ---: | --- | ---: | --- | ---: |
| Revenues less cost of revenues | $467.1 | ​ | $424.1 | ​ | $938.5 | ​ | $842.2 |
| Recent acquisitions: | ​ ​ | ​ | ​ ​ | ​ | ​ ​ | ​ | ​ ​ |
| Acquisition revenues less cost of revenues | ​ (3.2) | ​ | ​ — | ​ | ​ (7.6) | ​ | ​ — |
| Organic net revenue | $463.9 | ​ | $424.1 | ​ | $930.9 | ​ | $842.2 |

(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, impairment of goodwill, loan forgiveness, and income from investments. EBITDA and adjusted EBITDA do not represent, and should not be considered as, alternatives to net income or loss 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 or loss adjusted for amortization of purchased intangibles, acquisition-related costs, gain on investment, investment establishment costs, impairment of goodwill, loan forgiveness, income from investments, certain tax reserve changes, deferred tax re-measurements, 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 or loss, 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.

The following is a reconciliation of net income (loss) allocated to common stockholders to EBITDA and adjusted EBITDA (in millions) for the three and six months ended June 30, 2023 and 2022, respectively:

| ​ ​ ​ ​ | ​ ​ ​ | ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended June 30, 2023 Options North American Equities Europe and Asia Pacific Futures Global FX Digital Corporate Total |
| --- | --- | ---: |
| Net income (loss) allocated to common stockholders | ​ | $202.7 ​ $22.4 ​ $4.9 ​ $18.3 ​ $4.9 ​ $(10.5) ​ $(75.7) ​ $167.0 |
| Interest expense (income), net | ​ | — ​ (0.3) ​ 1.1 ​ — ​ (0.1) ​ (0.4) ​ 13.6 ​ 13.9 |
| Income tax provision (benefit) | ​ | — ​ 0.5 ​ (1.1) ​ — ​ — ​ — ​ 74.6 ​ 74.0 |
| Depreciation and amortization | ​ | 6.8 ​ 17.6 ​ 8.1 ​ 0.6 ​ 4.9 ​ 1.8 ​ — ​ 39.8 |
| EBITDA | ​ | 209.5 ​ 40.2 ​ 13.0 ​ 18.9 ​ 9.7 ​ (9.1) ​ 12.5 ​ 294.7 |
| Acquisition-related costs | ​ | — ​ 0.5 ​ 0.2 ​ — ​ — ​ 0.2 ​ (0.2) ​ 0.7 |
| Income from investment | ​ | — ​ — ​ — ​ — ​ — ​ — ​ (2.1) ​ (2.1) |
| Adjusted EBITDA | ​ | $209.5 ​ $40.7 ​ $13.2 ​ $18.9 ​ $9.7 ​ $(8.9) ​ $10.2 ​ $293.3 |
| ​ | ​ | ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
| ​ | ​ | **Three Months Ended June 30,** |
| ​ | ​ | **2022** |
| ​ |  | **Options** **North American Equities** **Europe and Asia Pacific** **Futures** **Global FX** **Digital** **Corporate** **Total** |
| Net income (loss) allocated to common stockholders | ​ | $178.3 ​ $34.0 ​ $7.1 ​ $15.3 ​ $2.7 ​ $(356.1) ​ $(65.8) ​ $(184.5) |
| Interest expense, net | ​ | — ​ — ​ 2.3 ​ — ​ — ​ — ​ 12.3 ​ 14.6 |
| Income tax (benefit) provision | ​ | — ​ (1.5) ​ 1.1 ​ — ​ — ​ (116.2) ​ 44.3 ​ (72.3) |
| Depreciation and amortization | ​ | 6.3 ​ 17.7 ​ 8.9 ​ 0.7 ​ 5.4 ​ 1.2 ​ — ​ 40.2 |
| EBITDA | ​ | 184.6 ​ 50.2 ​ 19.4 ​ 16.0 ​ 8.1 ​ (471.1) ​ (9.2) ​ (202.0) |
| Acquisition-related costs | ​ | — ​ 2.9 ​ 1.3 ​ — ​ — ​ 8.3 ​ 1.8 ​ 14.3 |
| Gain on investment | ​ | ​ — ​ ​ — ​ — ​ — ​ — ​ — ​ (7.5) ​ (7.5) |
| Loan forgiveness | ​ | ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ (1.3) ​ ​ — ​ ​ (1.3) |
| Impairment of investment | ​ | ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 10.6 ​ ​ 10.6 |
| Impairment of goodwill | ​ | ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 460.1 ​ ​ — ​ ​ 460.1 |
| Adjusted EBITDA | ​ | $184.6 ​ $53.1 ​ $20.7 ​ $16.0 ​ $8.1 ​ $(4.0) ​ $(4.3) ​ $274.2 |

| ​ ​ ​ ​ | ​ ​ ​ | ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Six Months Ended June 30, 2023 Options North American Equities Europe and Asia Pacific Futures Global FX Digital Corporate Total |
| --- | --- | ---: |
| Net income (loss) allocated to common stockholders | ​ | $402.7 ​ $49.3 ​ $14.5 ​ $39.1 ​ $9.3 ​ $(20.7) ​ $(154.6) ​ $339.6 |
| Interest expense (income), net | ​ | — ​ (0.6) ​ 2.6 ​ — ​ (0.1) ​ (0.6) ​ 27.7 ​ 29.0 |
| Income tax provision (benefit) | ​ | — ​ 2.2 ​ (0.9) ​ — ​ 0.3 ​ (1.0) ​ 148.2 ​ 148.8 |
| Depreciation and amortization | ​ | 13.6 ​ 36.2 ​ 16.5 ​ 1.2 ​ 10.1 ​ 3.6 ​ — ​ 81.2 |
| EBITDA | ​ | 416.3 ​ 87.1 ​ 32.7 ​ 40.3 ​ 19.6 ​ (18.7) ​ 21.3 ​ 598.6 |
| Acquisition-related costs | ​ | — ​ 0.9 ​ 0.9 ​ — ​ — ​ 0.8 ​ 4.5 ​ 7.1 |
| Income from investment | ​ | ​ — ​ — ​ — ​ — ​ — ​ — ​ (2.1) ​ ​ (2.1) |
| Adjusted EBITDA | ​ | $416.3 ​ $88.0 ​ $33.6 ​ $40.3 ​ $19.6 ​ $(17.9) ​ $23.7 ​ $603.6 |
| ​ | ​ | ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
| ​ | ​ | **Six Months Ended June 30,** |
| ​ | ​ | **2022** |
| ​ |  | **Options** **North American Equities** **Europe and Asia Pacific** **Futures** **Global FX** **Digital** **Corporate** **Total** |
| Net income (loss) allocated to common stockholders | ​ | $341.3 ​ $72.5 ​ $21.2 ​ $32.3 ​ $5.1 ​ $(356.1) ​ $(191.2) ​ $(74.9) |
| Interest expense, net | ​ | ​ — ​ ​ — ​ ​ 4.2 ​ ​ — ​ ​ — ​ ​ — ​ ​ 21.2 ​ ​ 25.4 |
| Income tax provision (benefit) | ​ | — ​ (1.5) ​ 5.9 ​ — ​ — ​ (116.2) ​ 154.8 ​ 43.0 |
| Depreciation and amortization | ​ | 13.0 ​ 35.8 ​ 18.5 ​ 1.4 ​ 11.2 ​ 1.2 ​ — ​ 81.1 |
| EBITDA | ​ | 354.3 ​ 106.8 ​ 49.8 ​ 33.7 ​ 16.3 ​ (471.1) ​ (15.2) ​ 74.6 |
| Acquisition-related costs | ​ | ​ — ​ ​ 3.3 ​ ​ 2.1 ​ ​ — ​ ​ — ​ ​ 8.3 ​ ​ 2.6 ​ ​ 16.3 |
| Investment establishment costs | ​ | ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 3.0 ​ ​ 3.0 |
| Gain on investment | ​ | ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ (7.5) ​ ​ (7.5) |
| Loan forgiveness | ​ | ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ (1.3) ​ ​ — ​ ​ (1.3) |
| Impairment of investment | ​ | ​ — ​ ​ — ​ — ​ — ​ ​ — ​ ​ — ​ ​ 10.6 ​ ​ 10.6 |
| Impairment of goodwill | ​ | ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 460.1 ​ ​ — ​ ​ 460.1 |
| Adjusted EBITDA | ​ | $354.3 ​ $110.1 ​ $51.9 ​ $33.7 ​ $16.3 ​ $(4.0) ​ $(6.5) ​ $555.8 |

The following is a reconciliation of net income (loss) allocated to common stockholders to adjusted earnings (in millions):

| ​ ​ ​ ​ | ​ ​ ​ | ​ ​ Three Months Ended June 30, 2023 | ​ | ​ ​ 2022 | ​ ​ ​ | ​ ​ Six Months Ended June 30, 2023 | ​ | ​ ​ 2022 |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Net income (loss) allocated to common stockholders | ​ | $167.0 | ​ | $(184.5) | ​ | $339.6 | ​ | $(74.9) |
| Amortization | ​ | 29.3 | ​ | 30.1 | ​ | 60.2 | ​ | 60.7 |
| Acquisition-related costs | ​ | 0.7 | ​ | 14.3 | ​ | 7.1 | ​ | 16.3 |
| Investment establishment costs | ​ | ​ — | ​ | ​ — | ​ | ​ — | ​ | ​ 3.0 |
| Gain on investment | ​ | ​ — | ​ | ​ (7.5) | ​ | ​ — | ​ | ​ (7.5) |
| Loan forgiveness | ​ | ​ — | ​ | ​ (1.3) | ​ | ​ — | ​ | ​ (1.3) |
| Impairment of investment | ​ | ​ — | ​ | ​ 10.6 | ​ | ​ — | ​ | ​ 10.6 |
| Impairment of goodwill | ​ | ​ — | ​ | ​ 460.1 | ​ | ​ — | ​ | ​ 460.1 |
| Income from investment | ​ | ​ (2.1) | ​ | ​ — | ​ | ​ (2.1) | ​ | ​ — |
| Increase of tax reserves | ​ | ​ 0.7 | ​ | ​ — | ​ | ​ 2.2 | ​ | ​ 48.5 |
| Tax effect of adjustments | ​ | (6.8) | ​ | (143.2) | ​ | (16.3) | ​ | (151.9) |
| Net income allocated to participating securities | ​ | ​ (0.1) | ​ | ​ (1.3) | ​ | ​ (0.3) | ​ | ​ (1.6) |
| Adjusted earnings | ​ | $188.7 | ​ | $177.3 | ​ | $390.4 | ​ | $362.0 |

The following summarizes changes in certain operational and financial metrics for the six months ended June 30, 2023, compared to the six months ended June 30, 2022:

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 three and six months ended June 30, 2023 compared to the three and six months ended June 30, 2022:

*(in millions, except percentages, trading days, and as noted below)*

*(in millions, except percentages, trading days, and as noted below)*

| ​ ​ ​ ​ Options: Average daily volume (ADV) (in millions of contracts): | ​ ​ ​ ​ | ​ ​ ​ Three Months Ended June 30, 2023 ​ | ​ ​ ​ ​ 2022 ​ | ​ ​ ​ Increase/ ​ (Decrease) | ​ ​ Percent ​ Change ​ ​ ​ | ​ ​ ​ ​ ​ | ​ ​ ​ Six Months Ended June 30, 2023 ​ | ​ ​ ​ ​ 2022 ​ | ​ ​ ​ Increase/ ​ (Decrease) | ​ ​ Percent ​ Change ​ ​ ​ ​ |
| --- | --- | --- | --- | --- | ---: | --- | --- | --- | --- | ---: |
| Market ADV | ​ | ​ 43.0 ​ | ​ 39.4 ​ | ​ 3.6 | 9% | ​ | 44.5 ​ | ​ 40.9 ​ | ​ 3.6 | 9% |
| Total touched contracts (1) | ​ | 14.3 ​ | ​ 13.1 ​ | ​ 1.2 | 10% | ​ | 14.5 ​ | ​ 13.2 ​ | ​ 1.3 | 10% |
| Multi-listed contract ADV | ​ | ​ 10.6 ​ | ​ 10.4 ​ | ​ 0.2 ​ | 2% | ​ | ​ 10.8 ​ | ​ 10.7 ​ | ​ 0.1 ​ | 2% |
| Index contract ADV | ​ | 3.7 ​ | ​ 2.7 ​ | ​ 1.0 | 38% | ​ | 3.6 ​ | ​ 2.5 ​ | ​ 1.1 | 43% |
| Number of trading days | ​ | ​ 62 ​ | ​ 62 ​ | ​ — | —% | ​ | ​ 124 ​ | ​ 124 ​ | ​ — | —% |
| Total Options revenue per contract (RPC) (2) | ​ | $0.271 ​ | $0.233 ​ | $0.038 | 16% | ​ | $0.269 ​ | $0.221 ​ | $0.048 | 22% |
| Multi-listed options RPC (2) | ​ | $0.061 ​ | $0.066 ​ | $(0.005) | (7)% | ​ | $0.063 ​ | $0.067 ​ | $(0.004) | (6)% |
| Index options RPC (2) | ​ | $0.877 ​ | $0.883 ​ | $(0.006) | (1)% | ​ | $0.883 ​ | $0.870 ​ | $0.013 | 1% |
| Total Options market share | ​ | ​ 33.3% | ​ 33.2% | ​ 0.1% | ​ \* | ​ | ​ 32.5% | ​ 32.3% | ​ 0.2% | ​ \* |
| Multi-listed options market share | ​ | ​ 27.1% | ​ 28.3% | ​ (1.2)% | ​ \* | ​ | ​ 26.5% | ​ 27.8% | ​ (1.3)% | ​ \* |
| **North American Equities:** | ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ | ​ ​ | ​ | ​ |
| **U.S. Equities:** | ​ | ​ ​ ​ | ​ ​ ​ | ​ ​ ​ | ​ ​ | ​ | ​ ​ ​ | ​ ​ ​ | ​ ​ ​ | ​ ​ |
| **U.S. Equities - Exchange:** | ​ | ​ ​ ​ | ​ ​ ​ | ​ ​ ​ | ​ ​ | ​ | ​ ​ ​ | ​ ​ ​ | ​ ​ ​ | ​ ​ |
| ADV: | ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ | ​ ​ | ​ | ​ |
| Total touched shares (in billions) (1) | ​ | 1.4 ​ | 1.8 ​ | (0.4) | (20)% | ​ | 1.5 ​ | 1.9 ​ | (0.4) | (19)% |
| Market ADV (in billions) | ​ | 10.7 ​ | 12.6 ​ | (1.9) | (15)% | ​ | 11.3 ​ | 12.7 ​ | (1.4) | (12)% |
| Market share | ​ | ​ 12.7% | ​ 13.6% | ​ (0.9)% | ​ \* | ​ | ​ 12.7% | ​ 13.9% | ​ (1.2)% | ​ \* |
| U.S. Equities - Exchange (net capture per one hundred touched shares) (3) | ​ | $0.021 ​ | $0.020 ​ | $0.001 | 1% | ​ | $0.020 ​ | $0.018 ​ | $0.002 | 7% |
| U.S. ETPs: launches (number of launches) | ​ | ​ 25 ​ | 10 ​ | ​ 15 | 150% | ​ | 41 ​ | ​ 42 ​ | (1) | (2)% |
| U.S. ETPs: listings (number of listings) | ​ | ​ 619 ​ | 574 ​ | ​ 45 | 8% | ​ | 619 ​ | ​ 574 ​ | 45 | 8% |
| **U.S. Equities - Off-Exchange:** | ​ | ​ ​ ​ | ​ ​ ​ | ​ ​ ​ | ​ ​ | ​ | ​ ​ ​ | ​ ​ ​ | ​ ​ ​ | ​ ​ |
| ADV: | ​ | ​ | ​ ​ | ​ | ​ | ​ | ​ | ​ ​ | ​ | ​ |
| Total touched shares (in millions) (1) | ​ | 78.7 ​ | 92.7 ​ | (14.0) | (15)% | ​ | 84.1 ​ | 100.6 ​ | (16.5) | (16)% |
| U.S. Equities - Off-Exchange (net capture per one hundred touched shares) (4) | ​ | $0.122 ​ | $0.108 ​ | $0.014 | 13% | ​ | $0.117 ​ | $0.113 ​ | $0.004 | 4% |
| Trading days | ​ | ​ 62 ​ | ​ 62 ​ | ​ — ​ | —% | ​ | ​ 124 ​ | ​ 124 ​ | ​ — ​ | —% |
| **Canadian Equities:** | ​ | ​ ​ ​ | ​ ​ ​ | ​ ​ ​ | ​ ​ | ​ | ​ ​ ​ | ​ ​ ​ | ​ ​ ​ | ​ ​ |
| ADV (matched shares, in millions) (5) | ​ | ​ 124.2 ​ | ​ 73.7 ​ | ​ 50.5 ​ | 69% | ​ | ​ 137.5 ​ | ​ 57.5 ​ | ​ 80.0 ​ | 139% |
| Trading days | ​ | ​ 63 ​ | ​ 63 ​ | ​ — ​ | —% | ​ | ​ 126 ​ | ​ 125 ​ | ​ 1 ​ | 1% |
| Net capture (per 10,000 touched shares, in Canadian dollars) (6) | ​ | $4.055 ​ | $5.668 ​ | $(1.613) ​ | (28)% | ​ | $4.046 ​ | $6.886 ​ | $(2.840) ​ | (41)% |
| **Europe and Asia Pacific:** | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| **European Equities:** | ​ | ​ ​ ​ | ​ ​ ​ | ​ ​ ​ | ​ ​ | ​ | ​ ​ ​ | ​ ​ ​ | ​ ​ ​ | ​ ​ |
| ADNV: | ​ | ​ ​ | ​ ​ | ​ | ​ | ​ | ​ ​ | ​ ​ | ​ | ​ |
| Matched ADNV (Euros - in billions) (7) | ​ | €9.2 ​ | €10.9 ​ | €(1.7) ​ | (15)% | ​ | €10.3 ​ | €11.9 ​ | €(1.6) ​ | (13)% |
| Market ADNV (in billions) | ​ | €38.7 ​ | €46.9 ​ | €(8.2) ​ | (17)% | ​ | €42.3 ​ | €52.8 ​ | €(10.5) ​ | (20)% |
| Trading days | ​ | 63 ​ | 63 ​ | — ​ | —% | ​ | 128 ​ | 127 ​ | ​ 1 ​ | 1% |
| Market share | ​ | ​ 23.8% | ​ 23.2% | ​ 0.6% | ​ \* | ​ | ​ 24.4% | ​ 22.4% | ​ 2.0% | ​ \* |
| Net capture (per matched notional value (bps), in Euros) (8) | ​ | €0.230 ​ | €0.238 ​ | €(0.008) ​ | (3)% | ​ | €0.221 ​ | €0.235 ​ | €(0.014) ​ | (6)% |
| **Cboe Clear Europe:** | ​ | ​ ​ ​ | ​ ​ ​ | ​ ​ ​ | ​ ​ | ​ | ​ ​ ​ | ​ ​ ​ | ​ ​ ​ | ​ ​ |
| Trades cleared (9) | ​ | ​ 275.5 ​ | ​ 357.9 ​ | ​ (82.4) ​ | (23)% | ​ | ​ 634.9 ​ | ​ 814.4 ​ | ​ (179.5) ​ | (22)% |
| Fee per trade cleared (10) | ​ | €0.009 ​ | €0.009 ​ | €— ​ | —% | ​ | €0.008 ​ | €0.009 ​ | €(0.001) ​ | (5)% |
| European equities market share cleared (11) | ​ | ​ 33.8% | ​ 31.3% | ​ 2.5% | ​ \* | ​ | ​ 34.0% | ​ 31.8% | ​ 2.2% | ​ \* |
| Net settlement volume (12) | ​ | ​ 2.4 ​ | ​ 2.5 ​ | ​ (0.1) ​ | (4)% | ​ | ​ 5.1 ​ | ​ 5.3 ​ | ​ (0.2) ​ | (5)% |
| Net fee per settlement (13) | ​ | €0.887 ​ | €0.808 ​ | €0.079 ​ | 10% | ​ | €0.922 ​ | €0.869 ​ | €0.053 ​ | —% |
| **Australian Equities:** | ​ | ​ ​ ​ | ​ ​ ​ | ​ ​ ​ | ​ ​ | ​ | ​ ​ ​ | ​ ​ ​ | ​ ​ ​ | ​ ​ |
| ADNV (AUD billions) | ​ | $0.7 ​ | $0.8 ​ | $(0.1) ​ | (19)% | ​ | $0.7 ​ | $0.9 ​ | $(0.2) ​ | (17)% |
| Trading days | ​ | ​ 61 ​ | ​ 61 ​ | ​ — ​ | —% | ​ | ​ 124 ​ | ​ 124 ​ | ​ — ​ | —% |
| Market share - Continuous | ​ | ​ 18.2% | ​ 17.0% | ​ 1.2% | ​ \* | ​ | ​ 18.3% | ​ 16.4% | ​ 1.9% | ​ \* |
| Net capture (per matched notional value (bps), in Australian Dollars)(14) | ​ | $0.160 ​ | $0.171 ​ | $(0.011) ​ | (7)% | ​ | $0.160 ​ | $0.172 ​ | $(0.012) ​ | (7)% |
| **Japanese Equities:** | ​ | ​ ​ ​ | ​ ​ ​ | ​ ​ ​ | ​ ​ | ​ | ​ ​ ​ | ​ ​ ​ | ​ ​ ​ | ​ ​ |
| ADNV (JPY billions) | ​ | ¥184.3 ​ | ¥136.0 ​ | ¥48.3 ​ | 35% | ​ | ¥183.8 ​ | ¥148.7 ​ | ¥35.1 ​ | 24% |
| Trading days | ​ | ​ 62 ​ | ​ 61 ​ | ​ 1 ​ | 2% | ​ | ​ 122 ​ | ​ 120 ​ | ​ 2 ​ | 2% |
| Market share - Lit Continuous | ​ | ​ 4.1% | ​ 3.5% | ​ 0.6% | ​ \* | ​ | ​ 4.4% | ​ 3.6% | ​ 0.8% | ​ \* |
| Net capture (per matched notional value (bps), in Yen) (15) | ​ | ¥0.256 ​ | ¥0.258 ​ | ¥(0.002) ​ | (1)% | ​ | ¥0.250 ​ | ¥0.242 ​ | ¥0.008 ​ | 3% |
| **Futures:** | ​ | ​ ​ ​ | ​ ​ ​ | ​ ​ ​ | ​ ​ | ​ | ​ ​ ​ | ​ ​ ​ | ​ ​ ​ | ​ ​ |
| ADV (in thousands) | ​ | ​ 197.4 ​ | ​ 221.7 ​ | ​ (24.3) ​ | (11)% | ​ | ​ 214.6 ​ | ​ 237.7 ​ | ​ (23.1) ​ | (10)% |
| Trading days | ​ | ​ 62 ​ | ​ 62 ​ | ​ — ​ | —% | ​ | ​ 124 ​ | ​ 124 ​ | ​ — ​ | —% |
| Revenue per contract | ​ | $1.826 ​ | $1.677 ​ | $0.149 ​ | 9% | ​ | $1.771 ​ | $1.656 ​ | $0.115 ​ | 7% |
| **Global FX:** | ​ | ​ ​ | ​ ​ | ​ | ​ | ​ | ​ ​ | ​ ​ | ​ | ​ |
| ADNV ($ in billions) | ​ | $42.5 ​ | $39.6 ​ | $2.9 ​ | 7% | ​ | $43.7 ​ | $40.8 ​ | $2.9 ​ | 7% |
| Market share | ​ | ​ 19.5% | ​ 17.0% | ​ 2.5% | ​ \* | ​ | ​ 19.2 ​ | ​ 17.1 ​ | ​ 2.1% | ​ \* |
| Trading days | ​ | 65 ​ | 65 ​ | — ​ | —% | ​ | 130 ​ | 129 ​ | ​ 1 ​ | 1% |
| Net capture (per one million dollars traded) (16) | ​ | $2.66 ​ | $2.71 ​ | $(0.05) ​ | (2)% | ​ | $2.65 ​ | $2.69 ​ | $(0.04) ​ | (1)% |
| ​ | ​ | ​ ​ ​ | ​ ​ ​ | ​ ​ ​ | ​ ​ | ​ | ​ ​ ​ | ​ ​ ​ | ​ ​ ​ | ​ ​ |
| Average British pound/U.S. dollar exchange rate | ​ | $1.252 ​ | $1.257 ​ | $(0.005) ​ | (0)% | ​ | $1.233 ​ | $1.299 ​ | $(0.066) ​ | (5)% |
| Average Canadian dollar/U.S. dollar exchange rate | ​ | $0.744 ​ | $0.784 ​ | $(0.040) ​ | (5)% | ​ | $0.742 ​ | $0.786 ​ | $(0.044) ​ | (6)% |
| Average Euro/U.S. dollar exchange rate | ​ | $1.089 ​ | $1.065 ​ | $0.024 ​ | 2% | ​ | $1.081 ​ | $1.094 ​ | $(0.013) ​ | (1)% |
| Average Euro/British pound exchange rate | ​ | £0.870 ​ | £0.847 ​ | £0.023 ​ | 3% | ​ | £0.877 ​ | £0.842 ​ | £0.035 ​ | 4% |
| Average Australian dollar/U.S. dollar exchange rate | ​ | $0.668 ​ | $0.713 ​ | $(0.045) ​ | (6)% | ​ | $0.676 ​ | $0.717 ​ | $(0.041) ​ | (6)% |
| Average Japanese Yen/U.S. dollar exchange rate | ​ | $0.007 ​ | $0.008 ​ | $(0.001) ​ | (13)% | ​ | $0.007 ​ | $0.008 ​ | $(0.001) ​ | (13)% |

\* Not meaningful

Note, the percent change listed represents the change in the unrounded metrics figures.

(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.

### Revenues

Total revenues for the three months ended June 30, 2023 decreased $78.0 million, or 8%, compared to the same period in 2022 primarily due to a decrease in cash and spot markets revenue, driven by a decline in volumes traded on the U.S. 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 volumes traded on the Options exchanges, an increase in proprietary market data within the Options and North American Equities segments, and an increase in access and capacity fees across segments. Total revenues for the six months ended June 30, 2023 decreased $64.3 million, or 3%, compared to the same period in 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, partially offset by an increase in derivatives markets revenue as a result of increased volumes traded on the Options exchanges, an increase in proprietary market data within the Options segment and attributable to Cboe Canada, coupled with an increase in access and capacity fees across segments.

The following summarizes changes in revenues for the three and six months ended June 30, 2023 compared to the three and six months ended June 30, 2022 (in millions, except percentages):

| ​ ​ ​ ​ | ​ ​ ​ | ​ ​ Three Months Ended June 30, 2023 | ​ | ​ ​ 2022 | ​ ​ ​ | ​ ​ ​ ​ Increase/ (Decrease) | ​ ​ ​ | ​ ​ ​ Percent Change | ​ ​ ​ | ​ ​ Six Months Ended June 30, 2023 | ​ | ​ ​ 2022 | ​ ​ ​ | ​ ​ ​ ​ Increase/ (Decrease) | ​ ​ ​ | ​ ​ ​ Percent Change |
| --- | --- | ---: | --- | ---: | --- | ---: | --- | ---: | --- | ---: | --- | ---: | --- | ---: | --- | ---: |
| Cash and spot markets | ​ | $341.3 | ​ | $458.5 | ​ | $(117.2) | ​ | (26)% | ​ | $748.3 | ​ | $920.4 | ​ | $(172.1) | ​ | (19)% |
| Data and access solutions | ​ | ​ 135.3 | ​ | ​ 123.9 | ​ | ​ 11.4 | ​ | 9% | ​ | ​ 264.7 | ​ | ​ 242.8 | ​ | ​ 21.9 | ​ | 9% |
| Derivatives markets | ​ | ​ 431.2 | ​ | ​ 403.4 | ​ | ​ 27.8 | ​ | 7% | ​ | ​ 883.0 | ​ | ​ 797.1 | ​ | ​ 85.9 | ​ | 11% |
| Total revenues | ​ | $907.8 | ​ | $985.8 | ​ | $(78.0) | ​ | (8)% | ​ | $1,896.0 | ​ | $1,960.3 | ​ | $(64.3) | ​ | (3)% |

#### Cash and Spot Markets

Cash and spot markets revenue decreased for the three months ended June 30, 2023 compared to the same period in 2022 primarily due to decreases in transaction and clearing fees and regulatory fees. Transaction and clearing fees decreased primarily due to a 20% decrease in total touched shares on the U.S. Equities exchanges and a 15% decrease in European Equities matched ADNV, partially offset by additional transaction and clearing fees attributable to Cboe Canada. Regulatory fees decreased primarily due to a 43% decrease in the Section 31 fee rate, from an average rate of $14.10 per million dollars of covered sales for the three months ended June 30, 2022 to an average rate of $8.00 per million dollars of covered sales for the three months ended June 30, 2023.

Cash and spot markets revenue decreased for the six months ended June 30, 2023 compared to the same period in 2022 primarily due to a decrease in transaction and clearing fees. Transaction and clearing fees decreased primarily due to a 19% decrease in total touched shares on the U.S. Equities exchanges, a 13% decrease in European Equities matched ADNV, and a 5% decrease in net settlement volume by Cboe Clear Europe, partially offset by additional transaction and clearing fees attributable to Cboe Canada.

#### Data and Access Solutions

Data and access solutions revenue increased for the three months ended June 30, 2023 compared to the same period in 2022 primarily due to increases in proprietary market data fees and access and capacity fees. Proprietary market data fees increased primarily due to proprietary market data in the Options and Europe and Asia Pacific segments, coupled with increased proprietary market data fees attributable to Cboe Canada. Access and capacity fees increased primarily due to increased logical port fees in the North American Equities and Europe and Asia Pacific segments driven by an increase in subscribers and increased physical port fees in the Options and Europe and Asia Pacific segments driven by an increase in subscribers.

Data and access solutions revenue increased for the six months ended June 30, 2023 compared to the same period in 2022 primarily due to increases in proprietary market data fees and access and capacity fees. Proprietary market data fees increased primarily due to proprietary market data attributable to the Options segment, coupled with increased proprietary market data fees attributable to Cboe Canada. Access and capacity fees increased primarily due to increased logical port fees in the North American Equities, Options, and Europe and Asia Pacific segments driven by an increase in subscribers and increased physical port fees in the Options and North American Equities segments driven by an increase in subscribers.

#### Derivatives Markets

Derivatives markets revenue increased for the three and six months ended June 30, 2023 compared to the same periods in 2022 primarily due to an increase in transaction and clearing fees driven by a 38% and 43% increase in index options ADV, respectively, partially offset by a 7% and 6% decrease in multi-listed options RPC, respectively.

### Cost of Revenues

The following tables reconcile the disaggregated cost of revenues captions presented on the condensed consolidated statements of income to the net revenue captions presented on the condensed consolidated statements of income for the three and six months ended June 30, 2023 and 2022, respectively (in millions):

| ​ ​ ​ ​ | ​ ​ ​ ​ | ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended June 30, ​ 2023 Cash and Spot Markets ​ Data and Access Solutions ​ Derivatives Markets ​ Total |
| --- | --- | --- |
| Liquidity payments | **​** | $201.0 **​** $— **​** $136.4 **​** $337.4 |
| Routing and clearing fees | **​** | ​ 12.7 **​** ​ — **​** ​ 8.1 **​** ​ 20.8 |
| Section 31 fees | **​** | ​ 28.7 **​** ​ — **​** ​ 5.8 **​** ​ 34.5 |
| Royalty fees and other cost of revenues | **​** | ​ 8.6 **​** ​ 2.3 **​** ​ 37.1 **​** ​ 48.0 |
| Total cost of revenues | ​ | $251.0 ​ $2.3 ​ $187.4 ​ $440.7 |
| ​ | ​ | ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
| ​ | ​ | ​ **Three Months Ended June 30,** |
| ​ | ​ | ​ **2022** |
| ​ | **​** | **Cash and Spot Markets** **​** **Data and Access Solutions** **​** **Derivatives Markets** **​** **Total** |
| Liquidity payments | **​** | $270.0 **​** $— **​** $159.0 **​** $429.0 |
| Routing and clearing fees | **​** | ​ 15.0 **​** ​ — **​** ​ 5.9 **​** ​ 20.9 |
| Section 31 fees | **​** | ​ 68.2 **​** ​ — **​** ​ 11.4 **​** ​ 79.6 |
| Royalty fees and other cost of revenues | **​** | ​ 4.1 **​** ​ 2.3 **​** ​ 25.8 **​** ​ 32.2 |
| Total cost of revenues | ​ | $357.3 ​ $2.3 ​ $202.1 ​ $561.7 |
| ​ | ​ | ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
| ​ | **​** | **​** **Six Months Ended June 30,** |
| ​ | **​** | **​** **2023** |
| ​ | **​** | **Cash and Spot Markets** **​** **Data and Access Solutions** **​** **Derivatives Markets** **​** **Total** |
| Liquidity payments | **​** | $428.0 **​** $— **​** $281.2 **​** $709.2 |
| Routing and clearing fees | **​** | ​ 27.0 **​** ​ — **​** ​ 17.8 **​** ​ 44.8 |
| Section 31 fees | **​** | ​ 90.1 **​** ​ — **​** ​ 19.3 **​** ​ 109.4 |
| Royalty fees and other cost of revenues | **​** | ​ 15.7 **​** ​ 4.5 **​** ​ 73.9 **​** ​ 94.1 |
| Total cost of revenues | ​ | $560.8 ​ $4.5 ​ $392.2 ​ $957.5 |
| ​ | ​ | ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |
| ​ | ​ | ​ **Six Months Ended June 30,** |
| ​ | ​ | ​ **2022** |
| ​ | **​** | **Cash and Spot Markets** **​** **Data and Access Solutions** **​** **Derivatives Markets** **​** **Total** |
| Liquidity payments | **​** | $569.6 **​** $— **​** $326.9 **​** $896.5 |
| Routing and clearing fees | **​** | ​ 30.6 **​** ​ — **​** ​ 12.6 **​** ​ 43.2 |
| Section 31 fees | **​** | ​ 100.0 **​** ​ — **​** ​ 15.3 **​** ​ 115.3 |
| Royalty fees and other cost of revenues | **​** | ​ 8.7 **​** ​ 4.7 **​** ​ 49.7 **​** ​ 63.1 |
| Total cost of revenues | ​ | $708.9 ​ $4.7 ​ $404.5 ​ $1,118.1 |
| ​ | ​ | ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ |

Cost of revenues decreased for the three months ended June 30, 2023 compared to the same period in 2022 primarily due to decreased cash and spot markets costs of revenues driven by a decrease in liquidity payments as a result of decreased volumes traded on U.S. Equities exchanges, coupled with a decrease in Section 31 fees as a result of a decrease in the Section 31 fee rate, partially offset by an increase in royalty fees in the Options segment. Cost of revenues decreased for the six months ended June 30, 2023 compared to the same period in 2022 primarily due to decreased cash and spot markets costs of revenues driven by a decrease in liquidity payments as a result of decreased volumes traded on U.S. Equities exchanges, partially offset by an increase in royalty fees in the Options segment.

The following summarizes changes in the disaggregated cost of revenues for the three and six months ended June 30, 2023 compared to the three and six months ended June 30, 2022 (in millions, except percentages):

| ​ ​ ​ ​ | ​ ​ ​ | ​ ​ Three Months Ended June 30, 2023 | ​ | ​ ​ 2022 | ​ ​ ​ | ​ ​ ​ ​ Increase/ (Decrease) | ​ ​ ​ | ​ ​ ​ Percent Change | ​ ​ ​ | ​ ​ Six Months Ended June 30, 2023 | ​ | ​ ​ 2022 | ​ ​ ​ | ​ ​ ​ ​ Increase/ (Decrease) | ​ ​ ​ | ​ ​ ​ Percent Change |
| --- | --- | ---: | --- | ---: | --- | ---: | --- | ---: | --- | ---: | --- | ---: | --- | ---: | --- | ---: |
| Liquidity payments | ​ | $337.4 | ​ | $429.0 | ​ | $(91.6) | ​ | (21)% | ​ | $709.2 | ​ | $896.5 | ​ | $(187.3) | ​ | (21)% |
| Routing and clearing | ​ | 20.8 | ​ | 20.9 | ​ | (0.1) | ​ | (0)% | ​ | 44.8 | ​ | 43.2 | ​ | 1.6 | ​ | 4% |
| Section 31 fees | ​ | ​ 34.5 | ​ | ​ 79.6 | ​ | ​ (45.1) | ​ | (57)% | ​ | ​ 109.4 | ​ | ​ 115.3 | ​ | ​ (5.9) | ​ | (5)% |
| Royalty fees and other cost of revenues | ​ | ​ 48.0 | ​ | ​ 32.2 | ​ | ​ 15.8 | ​ | 49% | ​ | ​ 94.1 | ​ | ​ 63.1 | ​ | ​ 31.0 | ​ | 49% |
| Total cost of revenues | ​ | $440.7 | ​ | $561.7 | ​ | $(121.0) | ​ | (22)% | ​ | $957.5 | ​ | $1,118.1 | ​ | $(160.6) | ​ | (14)% |

#### Liquidity Payments

Liquidity payments decreased for the three and six months ended June 30, 2023 compared to the same periods in 2022 primarily due to a decrease in volumes traded on the U.S. Equities exchanges.

#### Routing and Clearing

Routing and clearing fees were relatively flat for the three months ended June 30, 2023 compared to the same period in 2022 and increased for the six months ended June 30, 2023 compared to the same period in 2022 primarily due to an increase in routed trades on the Options exchanges, partially offset by a decrease in routed shares on the U.S. Equities exchanges.

#### Section 31 Fees

Section 31 fees decreased for the three months ended June 30, 2023 compared to the same period in 2022 primarily due to a 43% decrease in the Section 31 fee rate, from an average rate of $14.10 per million dollars of covered sales for the three months ended June 30, 2022 to an average rate of $8.00 per million dollars of covered sales for the three months ended June 30, 2023. Section 31 fees decreased for the six months ended June 30, 2023 compared to the same period in 2022 primarily due to a decrease in notional volumes, partially offset by a 32% increase in the Section 31 fee rate, from an average rate of $9.60 per million dollars of covered sales for the six months ended June 30, 2022 to an average rate of $12.70 per million dollars of covered sales for the six months ended June 30, 2023.

#### Royalty Fees and Other Cost of Revenues

Royalty fees and other cost of revenues increased for the three and six months ended June 30, 2023 compared to the same periods in 2022 primarily due to an increase in trading volumes of licensed products in the Options segment and increases in royalty fee rates, coupled with an increase in operating interest expense attributable to Cboe Clear Europe.

### Revenues Less Cost of Revenues

Revenues less cost of revenues increased $43.0 million, or 10%, and $96.3 million, or 11%, for the three and six months ended June 30, 2023, respectively, compared to the same periods in 2022 primarily due to increases in derivatives markets revenues less cost of revenues attributable to an increase in volumes traded on the Options exchanges, coupled with an increase in proprietary market data and access and capacity fees across segments, partially offset by decreases 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.

The following summarizes the components of revenues less cost of revenues for the three and six months ended June 30, 2023 compared to the three and six months ended June 30, 2022 (in millions, except percentages):

| ​ ​ ​ ​ | ​ ​ ​ | ​ ​ Three Months Ended June 30, 2023 | ​ | ​ ​ 2022 | ​ ​ ​ | ​ ​ ​ ​ Increase/ (Decrease) | ​ ​ ​ | ​ ​ ​ ​ Percent ​ Change | ​ ​ ​ | ​ ​ Six Months Ended June 30, 2023 | ​ | ​ ​ 2022 | ​ ​ ​ | ​ ​ ​ ​ Increase/ (Decrease) | ​ ​ ​ | ​ ​ ​ ​ Percent ​ Change |
| --- | --- | ---: | --- | ---: | --- | ---: | --- | ---: | --- | ---: | --- | ---: | --- | ---: | --- | ---: |
| Cash and spot markets | ​ | $90.3 | ​ | $101.2 | ​ | $(10.9) | ​ | (11)% | ​ | $187.5 | ​ | $211.5 | ​ | $(24.0) | ​ | (11)% |
| Data and access solutions | ​ | 133.0 | ​ | 121.6 | ​ | ​ 11.4 | ​ | 9% | ​ | 260.2 | ​ | 238.1 | ​ | ​ 22.1 | ​ | 9% |
| Derivatives markets | ​ | 243.8 | ​ | 201.3 | ​ | ​ 42.5 | ​ | 21% | ​ | 490.8 | ​ | 392.6 | ​ | ​ 98.2 | ​ | 25% |
| Total revenues less cost of revenues | ​ | $467.1 | ​ | $424.1 | ​ | $43.0 | ​ | 10% | ​ | $938.5 | ​ | $842.2 | ​ | $96.3 | ​ | 11% |

#### Cash and Spot Markets

Cash and spot markets revenues less cost of revenues decreased for the three months ended June 30, 2023 compared to the same period in 2022 primarily due to decreases in transaction and clearing fees less liquidity payments and routing and clearing costs (“net transaction and clearing fees”) in the North American Equities and Europe and Asia Pacific segments, coupled with a decrease in industry market data fees. Net transaction and clearing fees decreased primarily due to a 20% decrease in total touched shares on the U.S. Equities exchanges and a 15% decrease in European Equities matched ADNV. Industry market data fees decreased primarily due to a decrease in U.S. tape plan revenue driven by a 1% decline in market share on the U.S. Equities exchanges.

Cash and spot markets revenue decreased for the six months ended June 30, 2023 compared to the same period in 2022 primarily due to decreases in net transaction and clearing fees in the Europe and Asia Pacific and North American Equities segments, coupled with a decrease in industry market data fees. Net transaction and clearing fees decreased primarily due to a 13% decrease in European Equities matched ADNV, a 5% decrease in net settlement volume by Cboe Clear Europe, and a 19% decrease in total touched shares on the U.S. Equities exchanges, partially offset by a 7% increase in Global FX ADNV and additional net transaction and clearing fees attributable to Cboe Canada. Industry market data fees decreased primarily due to a decrease in U.S. tape plan revenue driven by a 1% decline in market share on the U.S. Equities exchanges.

#### Data and Access Solutions

Data and access solutions revenues less cost of revenues increased for the three months ended June 30, 2023 compared to the same period in 2022 primarily due to increases in proprietary market data fees and access and capacity fees. Proprietary market data fees increased primarily due to proprietary market data in the Options and Europe and Asia Pacific segments, coupled with increased proprietary market data fees attributable to Cboe Canada. Access and capacity fees increased primarily due to increased logical port fees in the North American Equities and Europe and Asia Pacific segments driven by an increase in subscribers and increased physical port fees in the Options and Europe and Asia Pacific segments driven by an increase in subscribers.

Data and access solutions revenues less cost of revenues increased for the six months ended June 30, 2023 compared to the same period in 2022 primarily due to increases in proprietary market data fees and access and capacity fees. Proprietary market data fees increased primarily due to proprietary market data attributable to the Options segment, coupled with increased proprietary market data fees attributable to Cboe Canada. Access and capacity fees increased primarily due to increased logical port fees in the North American Equities, Options, and Europe and Asia Pacific segments driven by an increase in subscribers and increased physical port fees in the Options and North American Equities segments driven by an increase in subscribers.

#### Derivatives Markets

Derivatives markets revenues less cost of revenues increased for the three and six months ended June 30, 2023 compared to the same periods in 2022 primarily due to increases in net transaction and clearing fees driven by a 38% and 43% increase in index options ADV, respectively, partially offset by an increase in royalty fees due to an increase in trading volumes of licensed products in the Options segment and increases in royalty fee rates.

### Operating Expenses

Total operating expenses for the three and six months ended June 30, 2023 compared to the same periods in 2022 decreased $439.2 million, or 66%, and $394.1 million, or 47%, respectively, primarily due to goodwill impairment recorded in 2022, which did not recur in 2023, partially offset by increases in compensation and benefits, technology support services, and travel and promotional expenses.

The following summarizes changes in operating expenses for the three and six months ended June 30, 2023 compared to the three and six months ended June 30, 2022 (in millions, except percentages):

| ​ ​ ​ ​ | ​ ​ ​ | ​ ​ Three Months Ended June 30, 2023 | ​ | ​ ​ 2022 | ​ ​ ​ | ​ ​ ​ ​ Increase/ (Decrease) | ​ ​ ​ | ​ ​ ​ Percent Change | ​ ​ ​ | ​ ​ Six Months Ended June 30, 2023 | ​ | ​ ​ 2022 | ​ ​ ​ | ​ ​ ​ ​ Increase/ (Decrease) | ​ ​ ​ | ​ ​ ​ Percent Change |
| --- | --- | ---: | --- | ---: | --- | ---: | --- | ---: | --- | ---: | --- | ---: | --- | ---: | --- | ---: |
| Compensation and benefits | ​ | $106.5 | ​ | $86.2 | ​ | $20.3 | ​ | 24% | ​ | $216.9 | ​ | $167.4 | ​ | $49.5 | ​ | 30% |
| Depreciation and amortization | ​ | 39.8 | ​ | 40.2 | ​ | (0.4) | ​ | (1)% | ​ | 81.2 | ​ | 81.1 | ​ | 0.1 | ​ | 0% |
| Technology support services | ​ | 28.3 | ​ | 18.1 | ​ | 10.2 | ​ | 56% | ​ | 50.5 | ​ | 37.3 | ​ | 13.2 | ​ | 35% |
| Professional fees and outside services | ​ | 20.4 | ​ | 24.1 | ​ | (3.7) | ​ | (15)% | ​ | 44.3 | ​ | 43.8 | ​ | 0.5 | ​ | 1% |
| Travel and promotional expenses | ​ | 13.5 | ​ | 5.5 | ​ | 8.0 | ​ | 145% | ​ | 19.7 | ​ | 8.4 | ​ | 11.3 | ​ | 135% |
| Facilities costs | ​ | 6.2 | ​ | 6.6 | ​ | (0.4) | ​ | (6)% | ​ | 13.8 | ​ | 13.1 | ​ | 0.7 | ​ | 5% |
| Acquisition-related costs | ​ | 0.7 | ​ | 14.3 | ​ | (13.6) | ​ | (95)% | ​ | 7.1 | ​ | 16.3 | ​ | (9.2) | ​ | (56)% |
| Goodwill impairment | ​ | ​ — | ​ | ​ 460.1 | ​ | ​ (460.1) | ​ | (100)% | ​ | ​ — | ​ | ​ 460.1 | ​ | ​ (460.1) | ​ | (100)% |
| Other expenses | ​ | 6.9 | ​ | 6.4 | ​ | 0.5 | ​ | 8% | ​ | 12.3 | ​ | 12.4 | ​ | (0.1) | ​ | (1)% |
| Total operating expenses | ​ | $222.3 | ​ | $661.5 | ​ | $(439.2) | ​ | (66)% | ​ | $445.8 | ​ | $839.9 | ​ | $(394.1) | ​ | (47)% |

#### Compensation and Benefits

Compensation and benefits increased for the three and six months ended June 30, 2023 compared to the same periods in 2022. For the three months ended June 30, 2023, the increase was primarily due to a $13.8 million increase in salaries driven by merit and cost-of-living increases and increased headcount excluding acquisitions, coupled with a $1.7 million increase related to the acquisitions of Cboe Digital and Cboe Canada, which were both acquired in the second quarter of 2022. Additionally, there was a $6.2 million increase in benefits primarily due to an increase in the market value of the non-qualified deferral plan and increases in payroll benefits, taxes, and employer contribution as a result of the aforementioned increase in salaries. For the six months ended June 30, 2023, the increase was primarily due to a $28.5 million increase in salaries driven by merit and cost-of-living increases and increased headcount excluding acquisitions, coupled with a $5.5 million increase related to the acquisitions of Cboe Digital and Cboe Canada. Additionally, there was a $11.9 million increase in benefits primarily due to an increase in the market value of the non-qualified deferral plan and increases in payroll benefits, taxes, and employer contribution as a result of the aforementioned increase in salaries.

#### Depreciation and Amortization

Depreciation and amortization was relatively flat for the three and six months ended June 30, 2023 compared to the same periods in 2022 due to an increase in depreciation and amortization expenses related to the acquisition of Cboe Canada, partially offset by a decline in amortization under the discounted cash flow method for the intangibles acquired in the Merger.

#### Technology Support Services

Technology support services increased for the three and six months ended June 30, 2023 compared to the same periods in 2022 due to increases in hardware maintenance, cloud services, software maintenance, and primary data center hosting expenses, due, in part, to the acquisitions of Cboe Digital and Cboe Canada in 2022.

#### Professional Fees and Outside Services

Professional fees and outside services decreased for the three months ended June 30, 2023 compared to the same period in 2022 primarily due to decreases in regulatory costs associated with CAT expenses due to the timing of payments and accruals, as well as decreases in contract services and legal fees. Professional fees and outside services increased slightly for the six months ended June 30, 2023, compared to the same period in 2022 primarily due to increase in regulatory costs associated with CAT expenses, consulting fees, partially offset by decreases in legal fees and contract services.

#### Travel and Promotional Expenses

Travel and promotional expenses increased for the three and six months ended June 30, 2023 compared to the same periods in 2022 primarily due to increases in marketing and advertising expenses driven by the Company’s rebranding, advertising campaigns and sponsorships, and special events, as well as an increase in travel expenses due to an increase in travel.

#### Facilities Costs

Facilities costs decreased for the three months ended June 30, 2023 compared to the same periods in 2022 primarily due to the timing of certain real estate taxes. Facilities costs increased for the six months ended June 30, 2023 compared to the same periods in 2022 primarily due to increases in office rent and real estate taxes related to the former headquarters.

#### Acquisition-Related Costs

Acquisition-related costs decreased for the three and six months ended June 30, 2023 compared to the same periods in 2022 primarily due to a decrease in general and administrative costs and professional fees associated with the acquisitions of Cboe Digital and Cboe Canada.

#### Goodwill Impairment

Goodwill impairment decreased for the three and six months ended June 30, 2023 compared to the same periods in 2022 due to impairment recognized for the Digital reporting unit in 2022.

#### Other Expenses

Other expenses increased for the three months ended June 30, 2023 compared to the same period in 2022 primarily due to an increase in bad debt expense, partially offset by decreases in taxes, licenses, permits, charitable contributions, and VAT taxes. Other expenses were relatively flat for the six months ended June 30, 2023 compared to the same period in 2022.

### Operating Income (Loss)

As a result of the items above, operating income for the three months ended June 30, 2023 was $244.8 million, compared to operating loss of $237.4 million for the three months ended June 30, 2022, an increase of $482.2 million.

As a result of the items above, operating income for the six months ended June 30, 2023 was $492.7 million, compared to $2.3 million for the six months ended June 30, 2022, an increase of $490.4 million.

### Interest Expense, Net

Net interest expense decreased for the three months ended June 30, 2023 compared to the same period in 2022 primarily due to a decrease in interest expense related to the Cboe Clear Europe Credit Facility, which was amended and restated in June 2022.

Net interest expense increased for the six months ended June 30, 2023 compared to the same period in 2022 primarily due to additional interest expense in connection with the additional borrowings on the Term Loan in the second quarter of 2022, as well as an increase in the SOFR rate, partially offset by a decrease in interest expense related to the Cboe Clear Europe Credit Facility, which was amended and restated in June 2022.

### Other Income (Expense), Net

Net other income increased for the three months ended June 30, 2023 compared to the same period in 2022 primarily due to a $10.6 million impairment adjustment of the Company’s investment in American Financial Exchange, LLC (“AFX”) recorded in the second quarter of 2022, which did not recur in 2023, coupled with an $8.5 million gain on the Company’s investment in 7Ridge Fund (which owns Trading Technologies) and $2.1 million in dividend income from the Company’s minority ownership of Vest Group, Inc. (“Vest”), which were both recorded in the second quarter of 2023, partially offset by a $7.5 million gain on the Company’s previous minority ownership of Cboe Digital and $1.3 million associated with the SBA’s PPP loan forgiveness, which were both recorded in the second quarter of 2022 and did not recur in 2023. See Note 10 (“Debt”) for additional information regarding the PPP loan forgiveness.

Net other income increased for the six months ended June 30, 2023 compared to the same period in 2022 primarily due to a $22.9 million gain on the Company’s investment in 7Ridge Fund and $2.1 million in dividend income from the Company’s minority ownership of Vest, which were both recorded in 2023, coupled with a $10.6 million impairment adjustment of the Company’s investment in AFX and a $3.1 million loss related to the Company’s investment in 7Ridge, which were both recorded in 2022 and did not recur in 2023, partially offset by $7.5 million gain on the Company’s previous minority ownership of Cboe Digital, which was recorded in 2022 and did not recur in 2023.

### Income (Loss) Before Income Tax Provision (Benefit)

As a result of the above, income before income tax provision for the three months ended June 30, 2023 was $241.8 million, compared to loss before income tax benefit of $256.8 million for the same period in 2022, an increase of $498.6 million.

As a result of the above, income before income tax provision for the six months ended June 30, 2023 was $490.0 million, compared to loss before income tax provision of $31.9 million for the same period in 2022, an increase of $521.9 million.

### Income Tax Provision (Benefit)

The effective tax rate from continuing operations was 30.6% and 28.2% for the three months ended June 30, 2023 and 2022, respectively, and 30.4% and (134.8%) for the six months ended June 30, 2023 and 2022, respectively.

The higher effective tax rate for the three months ended June 30, 2023 compared to the same period in 2022 is primarily due to the impact of the $460.1 million Cboe Digital goodwill impairment on discrete items recognized during the second quarter of 2022. The higher effective tax rate for the six months ended June 30, 2023, compared to the same period in 2022 is primarily due to a negative effective tax rate for the six months ended June 30, 2022, driven by the Cboe Digital goodwill impairment and the derecognition of the Company’s Section 199 tax benefits for tax years 2008 through 2016 and related interest and penalties upon the filing of an unfavorable decision by the United States Tax Court in the matter of Bats Global Markets Holdings, Inc., and Subsidiaries v. Commissioner on March 31, 2022.

The following table summarizes the non-GAAP calculation of the effective tax rate for the three and six months ended June 30, 2023 and 2022, respectively:

| ​ ​ ​ | ​ ​ ​ | ​ ​ Three months ended, ​ June 30, 2023 ​ | ​ ​ ​ | ​ ​ Three months ended, ​ June 30, 2022 ​ |
| --- | --- | ---: | --- | ---: |
| GAAP effective tax rate | ​ | 30.6% | ​ | 28.2% |
| Tax effect of goodwill impairment | ​ | —% | ​ | 1.8% |
| Tax effect of Section 199 related matters | ​ | —% | ​ | —% |
| Effective tax rate excluding goodwill impairment and Section 199 matters | ​ | 30.6% | ​ | 30.0% |
| **​** | **​** | **​** **​** | **​** | **​** **​** |
| **​** | **​** | **Six months ended,** **​** | **​** | **Six months ended,** **​** |
| **​** | **​** | **June 30, 2023** **​** | **​** | **June 30, 2022** **​** |
| GAAP effective tax rate | ​ | 30.4% | ​ | (134.8)% |
| Tax effect of goodwill impairment | ​ | —% | ​ | 175.9% |
| Tax effect of Section 199 related matters | ​ | —% | ​ | (11.3)% |
| Effective tax rate excluding goodwill impairment and Section 199 matters | ​ | 30.4% | ​ | 29.8% |

### Net Income (Loss)

As a result of the items above, net income for the three months ended June 30, 2023 was $167.8 million, compared to net loss of $184.5 million for the three months ended June 30, 2022, an increase of $352.3 million.

As a result of the items above, net income for the six months ended June 30, 2023 was $341.2 million, compared to net loss of $74.9 million for the six months ended June 30, 2022, an increase of $416.1 million.

### 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.

The following summarizes our total revenues by segment (in millions, except percentages):

| ​ ​ ​ ​ ​ ​ ​ | ​ ​ ​ ​ ​ ​ | ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended June 30, 2023 | ​ ​ ​ ​ | ​ ​ ​ ​ ​ ​ ​ ​ 2022 | ​ ​ ​ ​ ​ ​ | ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Percent ​ Change | ​ ​ Percentage of Total Revenues Three Months Ended June 30, 2023 | ​ ​ 2022 | ​ ​ ​ ​ ​ ​ | ​ ​ ​ ​ ​ ​ ​ ​ Six Months Ended June 30, 2023 | ​ ​ ​ ​ | ​ ​ ​ ​ ​ ​ ​ ​ 2022 | ​ ​ ​ ​ ​ ​ | ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Percent ​ Change | ​ ​ Percentage of Total Revenues Six Months Ended June 30, 2023 | ​ ​ 2022 |
| --- | --- | ---: | --- | ---: | --- | ---: | ---: | ---: | --- | ---: | --- | ---: | --- | ---: | ---: | ---: |
| Options | ​ | $471.5 | ​ | $438.2 | ​ | 8% | 52% | 44% | ​ | $957.6 | ​ | $860.8 | ​ | 11% | 51% | 44% |
| North American Equities | ​ | 320.6 | ​ | 432.8 | ​ | (26)% | 35% | 44% | ​ | 700.4 | ​ | 856.5 | ​ | (18)% | 37% | 44% |
| Europe and Asia Pacific | ​ | 68.3 | ​ | 67.4 | ​ | 1% | 8% | 7% | ​ | 140.6 | ​ | 146.0 | ​ | (4)% | 7% | 7% |
| Futures | ​ | 30.0 | ​ | 30.5 | ​ | (2)% | 3% | 3% | ​ | 62.1 | ​ | 62.8 | ​ | (1)% | 3% | 3% |
| Global FX | ​ | ​ 18.2 | ​ | ​ 16.8 | ​ | 8% | 2% | 2% | ​ | ​ 37.0 | ​ | ​ 34.1 | ​ | 9% | 2% | 2% |
| Digital | ​ | ​ (0.8) | ​ | ​ 0.1 | ​ | \*% | (0)% | —% | ​ | ​ (1.7) | ​ | ​ 0.1 | ​ | \*% | (0)% | —% |
| Total revenues | ​ | $907.8 | ​ | $985.8 | ​ | (8)% | 100% | 100% | ​ | $1,896.0 | ​ | $1,960.3 | ​ | (3)% | 100% | 100% |

\* Not meaningful

The following summarizes our revenues less cost of revenues by segment (in millions, except percentages):

| ​ ​ ​ ​ ​ ​ ​ | ​ ​ ​ ​ ​ ​ | ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended June 30, 2023 | ​ ​ ​ ​ | ​ ​ ​ ​ ​ ​ ​ ​ 2022 | ​ ​ ​ ​ ​ ​ | ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Percent ​ Change | ​ ​ Percentage of Total Revenues Less Cost of Revenues Three Months Ended June 30, 2023 | ​ ​ 2022 | ​ ​ ​ ​ ​ ​ | ​ ​ ​ ​ ​ ​ ​ ​ Six Months Ended June 30, 2023 | ​ ​ ​ ​ | ​ ​ ​ ​ ​ ​ ​ ​ 2022 | ​ ​ ​ ​ ​ ​ | ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Percent ​ Change | ​ ​ Percentage of Total Revenues Less Cost of Revenues Six Months Ended June 30, 2023 | ​ ​ 2022 |
| --- | --- | ---: | --- | ---: | --- | ---: | ---: | ---: | --- | ---: | --- | ---: | --- | ---: | ---: | ---: |
| Options | ​ | $283.2 | ​ | $235.3 | ​ | 20% | 61% | 55% | ​ | $563.9 | ​ | $454.5 | ​ | 24% | 60% | 54% |
| North American Equities | ​ | 90.8 | ​ | 92.7 | ​ | (2)% | 19% | 22% | ​ | 183.9 | ​ | 185.8 | ​ | (1)% | 20% | 22% |
| Europe and Asia Pacific | ​ | 47.3 | ​ | 49.9 | ​ | (5)% | 10% | 12% | ​ | 96.6 | ​ | 107.4 | ​ | (10)% | 10% | 13% |
| Futures | ​ | 29.2 | ​ | 29.6 | ​ | (1)% | 6% | 7% | ​ | 60.3 | ​ | 60.8 | ​ | (1)% | 6% | 7% |
| Global FX | ​ | ​ 17.8 | ​ | ​ 16.6 | ​ | 7% | 4% | 4% | ​ | ​ 36.3 | ​ | ​ 33.7 | ​ | 8% | 4% | 4% |
| Digital | ​ | ​ (1.2) | ​ | ​ — | ​ | \*% | (0)% | —% | ​ | ​ (2.5) | ​ | ​ — | ​ | \*% | (0)% | —% |
| Total revenues less cost of revenues | ​ | $467.1 | ​ | $424.1 | ​ | 10% | 100% | 100% | ​ | $938.5 | ​ | $842.2 | ​ | 11% | 100% | 100% |

\* Not meaningful

### Options

The following summarizes revenues less cost of revenues, operating expenses, operating income, EBITDA, and EBITDA margin for our Options segment (in millions, except percentages):

| ​ ​ ​ ​ ​ ​ ​ | ​ ​ ​ ​ ​ ​ | ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended June 30, 2023 | ​ ​ ​ ​ | ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2022 | ​ ​ ​ ​ ​ ​ | ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Percent ​ Change | ​ ​ ​ ​ ​ ​ | ​ ​ Percentage of Total Revenues Three Months Ended June 30, 2023 | ​ | ​ ​ 2022 | ​ ​ ​ ​ ​ ​ | ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Six Months Ended June 30, 2023 | ​ ​ ​ ​ | ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2022 | ​ ​ ​ ​ ​ ​ | ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Percent ​ Change | ​ ​ ​ ​ ​ ​ | ​ ​ Percentage of Total Revenues Six Months Ended June 30, 2023 | ​ | ​ ​ 2022 ​ |
| --- | --- | ---: | --- | ---: | --- | ---: | --- | ---: | --- | ---: | --- | ---: | --- | ---: | --- | ---: | --- | ---: | --- | ---: |
| Revenues less cost of revenues | ​ | $283.2 ​ | ​ | $235.3 | ​ | 20% | ​ | 60% | ​ | 54% | ​ | $563.9 ​ | ​ | $454.5 | ​ | 24% | ​ | 59% | ​ | 53% |
| Operating expenses | ​ | 79.5 ​ | ​ | 57.2 | ​ | 39% | ​ | 17% | ​ | 13% | ​ | 159.2 ​ | ​ | 113.7 | ​ | 40% | ​ | 17% | ​ | 13% |
| Operating income | ​ | $203.7 ​ | ​ | $178.1 | ​ | 14% | ​ | 43% | ​ | 41% | ​ | $404.7 ​ | ​ | $340.8 | ​ | 19% | ​ | 42% | ​ | 40% |
| EBITDA (1) | ​ | $209.5 ​ | ​ | $184.6 | ​ | 13% | ​ | 44% | ​ | 42% | ​ | $416.3 ​ | ​ | $354.3 | ​ | 17% | ​ | 43% | ​ | 41% |
| EBITDA margin (2) | ​ | 74.0% | ​ | 78.5% | ​ | \* ​ | ​ | \* ​ | ​ | \* ​ | ​ | 73.8% | ​ | 78.0% | ​ | \* ​ | ​ | \* ​ | ​ | \* ​ |

\* Not meaningful

(1) See footnote (2) to the table under “Financial Summary” above for a reconciliation of net income to EBITDA, and management’s reasons for using such non-GAAP measures.

(2) EBITDA margin represents EBITDA divided by revenues less cost of revenues.

Revenues less cost of revenues increased $47.9 million for the three months ended June 30, 2023 compared to the three months ended June 30, 2022 primarily due to an increase in net transaction and clearing fees driven by a 38% increase in index options ADV and a 2% increase in multi-listed options ADV, partially offset by a 7% decrease in multi-listed options net capture and an increase in royalty fees due to an increase in trading volumes of licensed products and increases in royalty fee rates. For the three months ended June 30, 2023, operating income for the Options segment increased $25.6 million compared to the three months ended June 30, 2022 primarily due to an increase in revenues less cost of revenues, partially offset by an increase in operating expenses. Operating expenses increased $22.3 million for the three months ended June 30, 2023 compared to the three months ended June 30, 2022 primarily due to an increase in compensation and benefits, technology support services, and travel and promotional expenses, partially offset by a decrease in professional fees and outside services.

Revenues less cost of revenues increased $109.4 million for the six months ended June 30, 2023 compared to the six months ended June 30, 2022 primarily due to an increase in net transaction and clearing fees driven by a 43% increase in index options ADV and a 2% increase in multi-listed options ADV, partially offset by a 6% decrease in multi-listed options net capture and an increase in royalty fees due to an increase in trading volumes of licensed products and increases in royalty fee rates. For the six months ended June 30, 2023, operating income for the Options segment increased $63.9 million compared to the six months ended June 30, 2022 primarily due to an increase in revenue less cost of revenues, partially offset by and increase in operating expenses. Operating expenses increased $45.5 million for the six months ended June 30, 2023 compared to the six months ended June 30, 2022 primarily due to increases in compensation and benefits, travel and promotional expenses, and technology support services.

### North American Equities

The following summarizes revenues less cost of revenues, operating expenses, operating income, EBITDA, and EBITDA margin for our North American Equities segment (in millions, except percentages):

| ​ ​ ​ ​ ​ ​ ​ | ​ ​ ​ ​ ​ ​ | ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended June 30, 2023 | ​ ​ ​ ​ | ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2022 | ​ ​ ​ ​ ​ ​ | ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Percent ​ Change | ​ ​ ​ ​ ​ ​ | ​ ​ Percentage of Total Revenues Three Months Ended June 30, 2023 | ​ | ​ ​ 2022 | ​ ​ ​ ​ ​ ​ | ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Six Months Ended June 30, 2023 | ​ ​ ​ ​ | ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2022 | ​ ​ ​ ​ ​ ​ | ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Percent ​ Change | ​ ​ ​ ​ ​ ​ | ​ ​ Percentage of Total Revenues Six Months Ended June 30, 2023 | ​ | ​ ​ 2022 |
| --- | --- | ---: | --- | ---: | --- | ---: | --- | ---: | --- | ---: | --- | ---: | --- | ---: | --- | ---: | --- | ---: | --- | ---: |
| Revenues less cost of revenues | ​ | $90.8 ​ | ​ | $92.7 | ​ | (2)% | ​ | 28% | ​ | 21% | ​ | $183.9 ​ | ​ | $185.8 | ​ | (1)% | ​ | 26% | ​ | 22% |
| Operating expenses | ​ | 68.0 ​ | ​ | 60.1 | ​ | 13% | ​ | 21% | ​ | 14% | ​ | 132.7 ​ | ​ | 114.6 | ​ | 16% | ​ | 19% | ​ | 13% |
| Operating income | ​ | $22.8 ​ | ​ | $32.6 | ​ | (30)% | ​ | 7% | ​ | 8% | ​ | $51.2 ​ | ​ | $71.2 | ​ | (28)% | ​ | 7% | ​ | 8% |
| EBITDA (1) | ​ | $40.2 ​ | ​ | $50.2 | ​ | (20)% | ​ | 13% | ​ | 12% | ​ | $87.1 ​ | ​ | $106.8 | ​ | (18)% | ​ | 12% | ​ | 12% |
| EBITDA margin (2) | ​ | 44.3% | ​ | 54.2% | ​ | \* ​ | ​ | \* ​ | ​ | \* ​ | ​ | 47.4% | ​ | 57.5% | ​ | \* ​ | ​ | \* ​ | ​ | \* ​ |

\* Not meaningful

(1) See footnote (2) to the table under “Financial Summary” above for a reconciliation of net income to EBITDA, and management’s reasons for using such non-GAAP measures.

(2) EBITDA margin represents EBITDA divided by revenues less cost of revenues.

Revenues less cost of revenues decreased for the three months ended June 30, 2023 compared to the three months ended June 30, 2022 primarily due to a decrease in net transaction and clearing fees driven by a 20% decrease in total touched shares on the U.S. Equities exchanges, partially offset by an increase in revenues less cost of revenues attributable to Cboe Canada. For the three months ended June 30, 2023, operating income for the North American Equities segment decreased $9.8 million compared to the three months ended June 30, 2022 due to an increase in operating expenses and a decrease in revenues less cost of revenues. Operating expenses increased $7.9 million for the three months ended June 30, 2023 compared to the three months ended June 30, 2022 primarily due to increases in compensation and benefits, technology support services, and travel and promotional expenses, partially offset by a decrease in acquisition-related costs.

Revenues less cost of revenues decreased $1.9 million for the six months ended June 30, 2023 compared to the six months ended June 30, 2022 primarily due to a decrease in net transaction and clearing fees driven by a 19% decrease in total touched shares on the U.S. Equities exchanges, coupled with a decline in market data fees as a result of a decrease in U.S. tape plan revenue to a 1% decline in market share on the U.S. Equities exchanges, partially offset by an increase in revenues less costs of revenues attributable to Cboe Canada. For the six months ended June 30, 2023, operating income for the North American Equities segment decreased $20.0 million compared to the six months ended June 30, 2022 due to an increase in operating expenses and a decrease in revenues less cost of revenues. Operating expenses increased $18.1 million for the six months ended June 30, 2023 compared to the six months ended June 30, 2022 primarily due to increases in compensation and benefits, technology support services, travel and promotional expenses, partially offset by a decrease in acquisition-related costs.

### Europe and Asia Pacific

The following summarizes revenues less cost of revenues, operating expenses, operating income, EBITDA, and EBITDA margin for our Europe and Asia Pacific segment (in millions, except percentages):

| ​ ​ ​ ​ ​ ​ ​ | ​ ​ ​ ​ ​ ​ | ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended June 30, 2023 | ​ ​ ​ ​ | ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2022 | ​ ​ ​ ​ ​ ​ | ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Percent ​ Change | ​ ​ ​ ​ ​ ​ | ​ ​ Percentage of Total Revenues Three Months Ended June 30, 2023 | ​ | ​ ​ 2022 | ​ ​ ​ ​ ​ ​ | ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Six Months Ended June 30, 2023 | ​ ​ ​ ​ | ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2022 | ​ ​ ​ ​ ​ ​ | ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Percent ​ Change | ​ ​ ​ ​ ​ ​ | ​ ​ Percentage of Total Revenues Six Months Ended June 30, 2023 | ​ | ​ ​ 2022 |
| --- | --- | ---: | --- | ---: | --- | ---: | --- | ---: | --- | ---: | --- | ---: | --- | ---: | --- | ---: | --- | ---: | --- | ---: |
| Revenues less cost of revenues | ​ | $47.3 ​ | ​ | $49.9 | ​ | (5)% | ​ | 69% | ​ | 74% | ​ | $96.6 ​ | ​ | $107.4 | ​ | (10)% | ​ | 69% | ​ | 74% |
| Operating expenses | ​ | 41.8 ​ | ​ | 39.2 | ​ | 7% | ​ | 61% | ​ | 58% | ​ | 79.8 ​ | ​ | 75.8 | ​ | 5% | ​ | 57% | ​ | 52% |
| Operating income | ​ | $5.5 ​ | ​ | $10.7 | ​ | (49)% | ​ | 8% | ​ | 16% | ​ | $16.8 ​ | ​ | $31.6 | ​ | (47)% | ​ | 12% | ​ | 22% |
| EBITDA (1) | ​ | $13.0 ​ | ​ | $19.4 | ​ | (33)% | ​ | 19% | ​ | 29% | ​ | $32.7 ​ | ​ | $49.8 | ​ | (34)% | ​ | 23% | ​ | 34% |
| EBITDA margin (2) | ​ | 27.5% | ​ | 38.9% | ​ | \* ​ | ​ | \* ​ | ​ | \* ​ | ​ | 33.9% | ​ | 46.4% | ​ | \* ​ | ​ | \* ​ | ​ | \* ​ |

\* Not meaningful

(1) See footnote (2) to the table under “Financial Summary” above for a reconciliation of net income to EBITDA, and management’s reasons for using such non-GAAP measures.

(2) EBITDA margin represents EBITDA divided by revenues less cost of revenues.

Revenues less cost of revenues decreased $2.6 million for the three months ended June 30, 2023 compared to the three months ended June 30, 2022 primarily due to a decrease in net transaction and clearing fees driven by a 15% decrease in European Equities matched ADNV, a 4% decrease in net settlement volume by Cboe Clear Europe, and an increase in interest expense attributable to Cboe Clear Europe. For the three months ended June 30, 2023, operating income for the Europe and Asia Pacific segment decreased $5.2 million compared to the three months ended June 30, 2022 primarily due to an increase in operating expenses and a decrease in revenues less cost of revenues. Operating expenses increased $2.6 million for the three months ended June 30, 2023 compared to the three months ended June 30, 2022 primarily due to increases in compensation and benefits and technology support services, partially offset by a decrease in acquisition-related costs.

Revenues less cost of revenues decreased $10.8 million for the six months ended June 30, 2023 compared to the six months ended June 30, 2022 primarily due to a decrease in net transaction and clearing fees driven by a 13% decrease in European Equities matched ADNV, a 5% decrease in net settlement volume by Cboe Clear Europe, and an increase in interest expense attributable to Cboe Clear Europe. For the six months ended June 30, 2023, operating income for the Europe and Asia Pacific segment decreased $14.8 million compared to the six months ended June 30, 2022 primarily due to a decrease in revenues less cost of revenues and an increase in operating expenses. Operating expenses increased $4.0 million for six months ended June 30, 2023 compared to the six months ended June 30, 2022 primarily due to increases in increases in compensation and benefits and technology support services, partially offset by a decrease in acquisition-related costs.

### Futures

The following summarizes revenues less cost of revenues, operating expenses, operating income, EBITDA, and EBITDA margin for our Futures segment (in millions, except percentages):

| ​ ​ ​ ​ ​ ​ ​ | ​ ​ ​ ​ ​ ​ | ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended June 30, 2023 | ​ ​ ​ ​ | ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2022 | ​ ​ ​ ​ ​ ​ | ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Percent ​ Change | ​ ​ ​ ​ ​ ​ | ​ ​ Percentage of Total Revenues Three Months Ended June 30, 2023 | ​ | ​ ​ 2022 | ​ ​ ​ ​ ​ ​ | ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Six Months Ended June 30, 2023 | ​ ​ ​ ​ | ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2022 | ​ ​ ​ ​ ​ ​ | ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Percent ​ Change | ​ ​ ​ ​ ​ ​ | ​ ​ Percentage of Total Revenues Six Months Ended June 30, 2023 | ​ | ​ ​ 2022 ​ |
| --- | --- | ---: | --- | ---: | --- | ---: | --- | ---: | --- | ---: | --- | ---: | --- | ---: | --- | ---: | --- | ---: | --- | ---: |
| Revenues less cost of revenues | ​ | $29.2 ​ | ​ | $29.6 | ​ | (1)% | ​ | 97% | ​ | 97% | ​ | $60.3 ​ | ​ | $60.8 | ​ | (1)% | ​ | 97% | ​ | 97% |
| Operating expenses | ​ | 10.8 ​ | ​ | 14.3 | ​ | (24)% | ​ | 36% | ​ | 47% | ​ | 21.0 ​ | ​ | 28.5 | ​ | (26)% | ​ | 34% | ​ | 45% |
| Operating income | ​ | $18.4 ​ | ​ | $15.3 | ​ | 20% | ​ | 61% | ​ | 50% | ​ | $39.3 ​ | ​ | $32.3 | ​ | 22% | ​ | 63% | ​ | 51% |
| EBITDA (1) | ​ | $18.9 ​ | ​ | $16.0 | ​ | 18% | ​ | 63% | ​ | 52% | ​ | $40.3 ​ | ​ | $33.7 | ​ | 20% | ​ | 65% | ​ | 54% |
| EBITDA margin (2) | ​ | 64.7% | ​ | 54.1% | ​ | \* ​ | ​ | \* ​ | ​ | \* ​ | ​ | 66.8% | ​ | 55.4% | ​ | \* ​ | ​ | \* ​ | ​ | \* ​ |

\* Not meaningful

(1) See footnote (2) to the table under “Financial Summary” above for a reconciliation of net income to EBITDA, and management’s reasons for using such non-GAAP measures.

(2) EBITDA margin represents EBITDA divided by revenues less cost of revenues.

Revenues less cost of revenues decreased $0.4 million for the three months ended June 30, 2023 compared to the three months ended June 30, 2022 primarily due to a decrease in net transaction and clearing fees as a result of an 11% decrease in ADV, partially offset by a 9% increase in net capture and an increase in logical port fees. For the three months ended June 30, 2023, operating income for the Futures segment increased $3.1 million compared to the three months ended June 30, 2022 primarily due to a decrease in operating expenses. Operating expenses decreased $3.5 million for the three months ended June 30, 2023 compared to the three months ended June 30, 2022 primarily due to decreases in compensation and benefits and professional fees and outside services, partially offset by an increase in technology support services.

Revenues less cost of revenues decreased $0.5 million for the six months ended June 30, 2023 compared to the six months ended June 30, 2022 primarily due to a decrease in net transaction and clearing fees as a result of a 10% decrease in ADV, partially offset by a 7% increase in net capture and an increase in physical port fees. For the six months ended June 30, 2023, operating income for the Futures segment increased $7.0 million compared to the six months ended June 30, 2022 primarily due a decrease in operating expenses. Operating expenses decreased $7.5 million for the six months ended June 30, 2023 compared to the six months ended June 30, 2022 primarily due to decreases in compensation and benefits and professional fees and outside services, partially offset by an increase in technology support services.

### Global FX

The following summarizes revenues less cost of revenues, operating expenses, operating income, EBITDA, and EBITDA margin for our Global FX segment (in millions, except percentages):

| ​ ​ ​ ​ ​ ​ ​ | ​ ​ ​ ​ ​ ​ | ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended June 30, 2023 | ​ ​ ​ ​ | ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2022 | ​ ​ ​ ​ ​ ​ | ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Percent ​ Change | ​ ​ ​ ​ ​ ​ | ​ ​ Percentage of Total Revenues Three Months Ended June 30, 2023 | ​ | ​ ​ 2022 | ​ ​ ​ ​ ​ ​ | ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Six Months Ended June 30, 2023 | ​ ​ ​ ​ | ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2022 | ​ ​ ​ ​ ​ ​ | ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Percent ​ Change | ​ ​ ​ ​ ​ ​ | ​ ​ Percentage of Total Revenues Six Months Ended June 30, 2023 | ​ | ​ ​ 2022 |
| --- | --- | ---: | --- | ---: | --- | ---: | --- | ---: | --- | ---: | --- | ---: | --- | ---: | --- | ---: | --- | ---: | --- | ---: |
| Revenues less cost of revenues | ​ | $17.8 ​ | ​ | $16.6 | ​ | 7% | ​ | 98% | ​ | 99% | ​ | $36.3 ​ | ​ | $33.7 | ​ | 8% | ​ | 98% | ​ | 99% |
| Operating expenses | ​ | 12.8 ​ | ​ | 13.9 | ​ | (8)% | ​ | 70% | ​ | 83% | ​ | 26.6 ​ | ​ | 28.6 | ​ | (7)% | ​ | 72% | ​ | 84% |
| Operating income | ​ | $5.0 ​ | ​ | $2.7 | ​ | 85% | ​ | 27% | ​ | 16% | ​ | $9.7 ​ | ​ | $5.1 | ​ | 90% | ​ | 26% | ​ | 15% |
| EBITDA (1) | ​ | $9.7 ​ | ​ | $8.1 | ​ | 20% | ​ | 53% | ​ | 48% | ​ | $19.6 ​ | ​ | $16.3 | ​ | 20% | ​ | 53% | ​ | 48% |
| EBITDA margin (2) | ​ | 54.5% | ​ | 48.8% | ​ | \* ​ | ​ | \* ​ | ​ | \* ​ | ​ | 54.0% | ​ | 48.4% | ​ | \* ​ | ​ | \* ​ | ​ | \* ​ |

\* Not meaningful

(1) See footnote (2) to the table under “Financial Summary” above for a reconciliation of net income to EBITDA, and management’s reasons for using such non-GAAP measures.

(2) EBITDA margin represents EBITDA divided by revenues less cost of revenues.

Revenues less cost of revenues increased $1.2 million for the three months ended June 30, 2023 compared to the three months ended June 30, 2022 primarily due to an increase in net transaction and clearing fees driven by a 7% increase in ADNV, partially offset by a 2% decrease in net capture. For the three months ended June 30, 2023, operating income for the Global FX segment increased $2.3 million compared to the three months ended June 30 2022 due to an increase in revenues less cost of revenues and a decrease in operating expenses. Operating expenses decreased $1.1 million for the three months ended June 30, 2023 compared to the three months ended June 30, 2022 primarily due to decreases in compensation and benefits and professional fees and outside services.

Revenues less cost of revenues increased $2.6 million for the six months ended June 30, 2023 compared to the six months ended June 30, 2022 primarily due to an increase in net transaction and clearing fees driven by a 7% increase in ADNV, partially offset by a 1% decrease in net capture. For the six months ended June 30, 2023, operating income for the Global FX segment increased $4.6 million compared to the six months ended June 30, 2022 primarily due to an increase in revenues less cost of revenues and a decrease in operating expenses. Operating expenses decreased $2.0 million for the six months ended June 30, 2023 compared to the six months ended June 30, 2022 primarily due to decreases in professional fees and outside services and compensation and benefits.

### Digital

The following summarizes revenues less cost of revenues, operating expenses, operating loss, EBITDA, and EBITDA margin for our Digital segment (in millions, except percentages):

| ​ ​ ​ ​ ​ ​ ​ | ​ ​ ​ ​ ​ ​ | ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended June 30, 2023 | ​ ​ ​ ​ | ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2022 | ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Percent ​ Change | ​ ​ ​ ​ ​ ​ | ​ ​ Percentage of Total Revenues Three Months Ended June 30, 2023 | ​ | ​ ​ 2022 | ​ ​ ​ ​ ​ ​ ​ | ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Six Months Ended June 30, 2023 | ​ ​ ​ ​ | ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2022 | ​ ​ ​ ​ ​ ​ | ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Percent ​ Change | ​ ​ ​ ​ ​ ​ | ​ ​ Percentage of Total Revenues Six Months Ended June 30, 2023 | ​ | ​ ​ 2022 |
| --- | --- | ---: | --- | ---: | ---: | --- | --- | --- | --- | --- | ---: | --- | ---: | --- | ---: | --- | --- | --- | --- |
| Revenues less cost of revenues | ​ | $(1.2) ​ | ​ | $— | \*% | ​ | \*% | ​ | —% | ​ | $(2.5) ​ | ​ | $— | ​ | \*% | ​ | \*% | ​ | —% |
| Operating expenses | ​ | ​ 9.8 ​ | ​ | 473.6 ​ | (98)% | ​ | \*% | ​ | \*% | ​ | 19.9 ​ | ​ | 473.6 ​ | ​ | (96)% | ​ | \*% | ​ | \*% |
| Operating loss | ​ | $(11.0) ​ | ​ | $(473.6) | (98)% | ​ | \*% | ​ | \*% | ​ | $(22.4) ​ | ​ | $(473.6) | ​ | (95)% | ​ | \*% | ​ | \*% |
| EBITDA (1) | ​ | $(9.1) ​ | ​ | $(471.1) | (98)% | ​ | \*% | ​ | \*% | ​ | $(18.7) ​ | ​ | $(471.1) | ​ | (96)% | ​ | \*% | ​ | \*% |
| EBITDA margin (2) | ​ | \*% | ​ | —% | \* ​ | ​ | \* ​ | ​ | \* ​ | ​ | \*% | ​ | —% | ​ | \* ​ | ​ | \* ​ | ​ | \* ​ |

\* Not meaningful

(1) See footnote (2) to the table under “Financial Summary” above for a reconciliation of net income to EBITDA, and management’s reasons for using such non-GAAP measures.

(2) EBITDA margin represents EBITDA divided by revenues less cost of revenues.

Revenues less cost of revenues decreased $1.2 million for the three months ended June 30, 2023 compared to the three months ended June 30, 2022 primarily due to the contra-revenue recorded in connection with the non-recourse notes accounted for as options. For the three months ended June 30, 2023, operating loss for the Digital segment decreased $462.6 million compared to the three months ended June 30, 2022 primarily due to $460.1 million impairment of goodwill in the second quarter of 2022, which did not recur in 2023, partially offset by an increase in compensation and benefits.

Revenues less cost of revenues decreased $2.5 million for the six months ended June 30, 2023 compared to the six months ended June 30, 2022 primarily due to the contra-revenue recorded in connection with the non-recourse notes accounted for as options. For the six months ended June 30, 2023, operating loss for the Digital segment decreased $451.2 million compared to the six months ended June 30, 2022 primarily due to $460.1 million impairment of goodwill in the second quarter of 2022, which did not recur in 2023, partially offset by an increase in compensation and benefits.

See Note 17 (“Stock-Based Compensation”) for additional information on the syndication.

### Liquidity and Capital Resources

Below are charts that reflect elements of our capital allocation:

We expect our cash on hand at June 30, 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, such as under the Term Loan Agreement, which matures on December 15, 2023, 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 10 (“Debt”) of the condensed 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, 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 with original maturities of three months or less at the time of purchase. Cash and cash equivalents as of June 30, 2023 decreased $19.1 million from December 31, 2022 primarily due to principal payments of current portion of long-term debt, outflows from cash dividends, and share repurchases, partially offset by the results of operations. See “Cash Flow” below for further discussion.

Our cash and cash equivalents held outside of the United States in various foreign subsidiaries totaled $227.2 million as of June 30, 2023. The remaining balance was held in the United States and totaled $186.4 million as of June 30, 2023. 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 June 30, 2023 and December 31, 2022, financial investments consisted of U.S. Treasury securities and deferred compensation plan assets.

### Cash Flow

The following table summarizes our cash flow data for the six months ended June 30, 2023 and 2022, respectively (in millions):

| ​ ​ ​ ​ | ​ ​ ​ | ​ ​ ​ ​ ​ Six Months Ended June 30, 2023 2022 |
| --- | --- | ---: |
| Net cash provided by operating activities | ​ | $527.7 ​ $625.4 |
| Net cash used in investing activities | ​ | (42.8) ​ (772.9) |
| Net cash (used in) provided by financing activities | ​ | (348.7) ​ 435.8 |
| Effect of foreign currency exchange rate changes on cash, cash equivalents, and restricted cash and cash equivalents | ​ | 20.3 ​ (15.8) |
| Increase in cash, cash equivalents, and restricted cash and cash equivalents | ​ | $156.5 ​ $272.5 |
| **​** | **​** | **​** |
| **​** | **​** | **As of June 30,** |
| **​** |  | **2023** **2022** |
| Reconciliation of cash, cash equivalents, and restricted cash and cash equivalents: | ​ | ​ ​ ​ ​ ​ |
| Cash and cash equivalents | ​ | $413.6 ​ $373.3 |
| Restricted cash and cash equivalents (included in margin deposits and clearing funds) | ​ | ​ 699.6 ​ ​ 963.5 |
| Restricted cash and cash equivalents (included in other current assets) | ​ | ​ 4.0 ​ ​ 4.2 |
| Customer bank deposits (included in margin deposits and clearing funds) | ​ | ​ 19.2 ​ ​ 23.7 |
| Total | ​ | $1,136.4 ​ $1,364.7 |

### Net Cash Flows Provided by Operating Activities

During the six months ended June 30, 2023, net cash provided by operating activities was $186.5 million higher than net income. The variance is primarily attributable to the change in restricted cash and cash equivalents, driven by margin deposits and clearing funds related to Cboe Clear Europe of $168.8 million and depreciation and amortization of $81.2 million, partially offset by the change in the Section 31 fees payable of $(37.3) million and the change in accounts payable and accrued liabilities of $(36.8) million for the three months ended June 30, 2023.

Net cash flows provided by operating activities were $527.7 million and $625.4 million for the six months ended June 30, 2023 and 2022, respectively. The change in net cash flows provided by operating activities was primarily due to the change in goodwill impairment, the change in Section 31 fees payable, and the change in accounts payable and accrued liabilities, partially offset by the change in net income, the change in benefit for deferred income taxes, and the change in accounts receivable for the six months ended June 30, 2023 compared to the six months ended June 30, 2022.

### Net Cash Flows Used in Investing Activities

Net cash flows used in investing activities were $42.8 million and $772.9 million for the six months ended June 30, 2023 and 2022, respectively. The variance is primarily due to the change in acquisitions, net of cash acquired and proceeds from maturities of available-for-sale financial investments, partially offset by the change in purchases of available-for-sale financial investments for the six months ended June 30, 2023 compared to the six months ended June 30, 2022.

### Net Cash Flows (Used in) Provided by Financing Activities

Net cash flows (used in) provided by financing activities were $(348.7) million and $435.8 million for the six months ended June 30, 2023 and 2022, respectively. The variance is primarily attributable to proceeds from the long-term debt issuance of $663.6 million in the six months ended June 30, 2022, that did not recur in 2023, and principal payments of current portion of debt, partially offset by the change in payments of contingent consideration related to acquisitions for the six months ended June 30, 2023 compared to the six months ended June 30, 2022.

### Financial Assets

The following summarizes our financial assets, excluding margin deposits and clearing funds, as of June 30, 2023 and December 31, 2022 (in millions):

| ​ ​ ​ | ​ ​ | ​ ​ June 30, 2023 | ​ ​ ​ | ​ ​ December 31, 2022 |
| --- | --- | ---: | --- | ---: |
| Cash and cash equivalents | ​ | $413.6 | ​ | $432.7 |
| Financial investments | ​ | 103.7 | ​ | 91.7 |
| Less deferred compensation plan assets | ​ | ​ (32.7) | ​ | ​ (27.5) |
| Less cash collected for Section 31 fees | ​ | ​ (81.6) | ​ | ​ (93.7) |
| Adjusted cash (1) | ​ | $403.0 | ​ | $403.2 |

(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 June 30, 2023 and December 31, 2022 (in millions):

| ​ ​ ​ | ​ ​ | ​ ​ June 30, 2023 | ​ ​ ​ | ​ ​ December 31, 2022 |
| --- | --- | ---: | --- | ---: |
| Term Loan Agreement | ​ | $165.0 | ​ | $305.0 |
| 3.650% Senior Notes | ​ | 650.0 | ​ | 650.0 |
| 1.625% Senior Notes | ​ | ​ 500.0 | ​ | ​ 500.0 |
| 3.000% Senior Notes | ​ | ​ 300.0 | ​ | ​ 300.0 |
| Less unamortized discount and debt issuance costs | ​ | ​ (11.9) | ​ | ​ (13.0) |
| Total debt | ​ | $1,603.1 | ​ | $1,742.0 |

As of June 30, 2023 and December 31, 2022, we were in compliance with the covenants of our debt agreements.

In addition to the debt outstanding, as of June 30, 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 $854.6 million available to fund our operations, capital expenditures, potential acquisitions, debt repayments and any dividends, net of regulatory capital requirements of $148.4 million as of June 30, 2023.

### Dividends

The Company’s expectation is to continue to pay dividends. The decision to pay a dividend, however, remains within the discretion of the Company's Board of Directors and may be affected by various factors, including our earnings, financial condition, capital requirements, level of indebtedness and other considerations our Board of Directors deems relevant. Future debt obligations and statutory provisions, among other things, may limit, or in some cases prohibit, our ability to pay dividends.

### Share Repurchase Program

In 2011, the Board of Directors approved an initial authorization for the Company to repurchase shares of its outstanding common stock of $100 million and subsequently approved additional authorizations for a total authorization of $1.6 billion. The program permits the Company to purchase shares through a variety of methods, including in the open market or through privately negotiated transactions, in accordance with applicable securities laws. It does not obligate the Company to make any repurchases at any specific time or situation. Share repurchases are repurchased to the Company’s Treasury stock and ultimately retired or they are available to be redistributed.

On August 16, 2022, President Biden signed into law H.R. 5376 (commonly known as the Inflation Reduction Act of 2022 or simply the “IRA”). Tax measures contained in the IRA include, among other items, a new excise tax of 1% on repurchases of stock by domestic corporations with stock traded on established securities markets. The amount on which the tax is imposed is reduced by the value of any stock issued by such corporation during the tax year and the tax generally applies to stock buy-back transactions occurring after December 31, 2022. This new tax is not expected to result in a material impact to the Company.

Under the program, for the three months ended June 30, 2023, the Company repurchased 61,141 shares of common stock at an average cost per share of $132.45, totaling $8.1 million. Since inception of the program through June 30, 2023, the Company has repurchased 19,576,581 shares of common stock at an average cost per share of $72.03, totaling $1.4 billion.

As of June 30, 2023, the Company had $139.8 million of availability remaining under its existing share repurchase authorizations.

### Commercial Commitments and Contractual Obligations

As of June 30, 2023, our commercial commitments and contractual obligations included operating leases, data and telecommunications agreements, equipment leases, our long-term debt outstanding, contingent considerations, software development activities and other obligations. See Note 21 (“Commitments, Contingencies, and Guarantees”) to the condensed consolidated financial statements for a discussion of commitments and contingencies, Note 10 (“Debt”) for a discussion of the outstanding debt, Note 12 (“Clearing Operations”) for information on Cboe Clear Europe and Cboe Digital’s clearinghouse exposure guarantees, and Note 22 (“Leases”) for discussion on operating leases and equipment leases.

### Guarantees

We use Wedbush and Morgan Stanley to clear our routed equities transactions for our U.S. Equities exchanges. Wedbush and Morgan Stanley guarantee the trade until one day after the trade date, after which time the National Securities Clearing Corporation (“NSCC”) provides a guarantee. The BIDS Trading ATS platform delivers matched trades to BofA Securities, Inc. (“BOA”), which delivers the matched trades to the NSCC. BOA guarantees the trade until one day after the trade date, after which time the NSCC provides a guarantee. In the case of failure to perform on the part of Wedbush or Morgan Stanley on routed transactions for our U.S. Equities exchanges, we provide the guarantee to the counterparty to the trader. In the case of failure to perform on the part of BOA on transactions for the BIDS Trading ATS platform, BIDS has obligations to the counterparties to satisfy the trades. OCC acts as a central counterparty on all transactions in listed equity options in our Options segment, and as such, guarantees clearance and settlement of all of our options transactions. We believe that any potential requirement for us to make payments under these guarantees is remote and accordingly, have not recorded any liability in the condensed consolidated financial statements for these guarantees. Similarly, with respect to trades in U.S. listed equity options and futures occurring on Cboe Options, C2, BZX, EDGX, and CFE, we deliver matched trades of our customers to the OCC, which acts as a central counterparty on all transactions occurring on these exchanges and, as such, guarantees clearance and settlement of all of those matched options and futures trades. With respect to Canadian equities, we deliver matched trades of our customers to The

Canadian Depository for Securities, which acts as a central counterparty on all transactions occurring on MATCHNow and Cboe Canada and, as such, guarantees clearance and settlement of all of our matched Canadian equities trades. With respect to Australian equities and derivatives, we deliver matched trades of our customers to ASX Clear Pty Ltd and ASX Settlement Pty Ltd. ASX Clear Pty Ltd acts as a central counterparty on all transactions occurring on Cboe Australia and, as such, guarantees clearance and settlement on all of our matched trades in Australia. With respect to Japanese equities, we deliver matched trades of our customers to the Japanese Securities Clearing Corporation, which acts as a central counterparty on all transactions occurring on Cboe Japan and, as such, guarantees clearance and settlement on all of our matched trades in Japan.

### Critical Accounting Estimates

The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires our management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of the amounts of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ materially from those estimates. On an ongoing basis, the Company evaluates its estimates, including those related to areas that require a significant level of judgment or are otherwise subject to an inherent degree of uncertainty. The Company bases its estimates on historical experience, observance of trends in particular areas, information available from outside sources and various other assumptions that are believed to be reasonable under the circumstances. Information from these sources form the basis for making judgments about the carrying values of assets and liabilities that may not be readily apparent from other sources.

In the six months ended June 30, 2023, there were no significant changes to our critical accounting estimates from those disclosed in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2022 Annual Report on Form 10-K.

## Market risk

As filed, 20,188 characters.

As a result of our operating activities, we are exposed to market risks such as foreign currency exchange rate risk, equity risk, credit risk, interest rate risk, and liquidity risk. We have implemented policies and procedures to measure, manage and monitor and report risk exposures, which are reviewed regularly by management and our Board of Directors.

### Foreign Currency Exchange Rate Risk

Our operations in Europe, Canada and Asia are subject to increased currency translation risk as revenues and expenses are denominated in foreign currencies, primarily the British pound, Euro, Canadian dollar, Australian dollar, and Japanese Yen. We also have de minimis exposure to other foreign currencies, including the Philippine Peso, Singapore dollar, Hong Kong dollar, Swiss Franc, and Swedish Krona.

For the three and six months ended June 30, 2023, our exposure to foreign-denominated revenues less cost of revenues and expenses is presented by primary foreign currency in the following table (in millions, except percentages):

| ​ ​ ​ ​ ​ Foreign denominated % of: | ​ ​ ​ ​ ​ | ​ ​ ​ Three Months Ended June 30, 2023 British ​ Pounds (1) ​ ​ ​ ​ | ​ ​ ​ ​ | ​ ​ ​ ​ ​ Euros (1) ​ ​ ​ ​ | ​ ​ ​ | ​ ​ ​ ​ ​ Canadian ​ Dollars (1) ​ ​ ​ ​ | ​ ​ ​ ​ ​ | ​ ​ ​ Six Months Ended June 30, 2023 British ​ Pounds (1) ​ ​ ​ ​ | ​ ​ ​ ​ | ​ ​ ​ ​ ​ Euros (1) ​ ​ ​ ​ | ​ ​ ​ | ​ ​ ​ ​ ​ Canadian ​ Dollars (1) ​ ​ ​ ​ |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Revenues less cost of revenues | ​ | ​ 6.6% | ​ | ​ 3.0% | ​ | ​ 1.8% | ​ | ​ 6.1% | ​ | ​ 3.2% | ​ | ​ 1.8% |
| Operating expenses | ​ | ​ 9.0% | ​ | ​ 6.2% | ​ | ​ 4.8% | ​ | ​ 8.4% | ​ | ​ 5.9% | ​ | ​ 4.7% |
| Impact of 10% adverse currency fluctuation on: | ​ | ​ ​ ​ | ​ | ​ ​ ​ | ​ | ​ ​ ​ | ​ | ​ ​ ​ | ​ | ​ ​ ​ | ​ | ​ ​ ​ |
| Revenues less cost of revenues | ​ | $3.1 ​ | ​ | $1.4 ​ | ​ | $0.8 ​ | ​ | $5.7 ​ | ​ | $3.0 ​ | ​ | $1.7 ​ |
| Operating expenses | ​ | ​ 2.0 ​ | ​ | ​ 1.4 ​ | ​ | ​ 1.1 ​ | ​ | ​ 3.7 ​ | ​ | ​ 2.6 ​ | ​ | ​ 2.1 ​ |

(1) An average foreign exchange rate to the U.S. dollar for the period was used. See Item 2 (“Management’s Discussion and Analysis of Financial Condition and Results of Operations”) for the table summarizing the changes in certain operational and financial metrics for more information.

### Equity Risk

Our investment in European, Canadian, and Asia Pacific operations is exposed to volatility in currency exchange rates through translation of our net assets or equity to U.S. dollars. The assets and liabilities of our European businesses are denominated in British pounds or Euros. The assets and liabilities of our Canadian businesses are denominated in Canadian dollars. The assets and liabilities of our Asia Pacific businesses are denominated in Hong Kong dollars, Australian dollars, Japanese Yen, Philippine Pesos, or Singapore dollars. Fluctuations in currency exchange rates may create volatility in our reported results as we are required to translate foreign currency reported statements of financial condition and operational results into U.S. dollars for consolidated reporting. The translation of these non-U.S. dollar statements of financial condition into U.S. dollars for consolidated reporting results in a cumulative translation adjustment, which is recorded in accumulated other comprehensive income, net within stockholders' equity on our condensed consolidated balance sheets.

Our primary exposure to this equity risk as of June 30, 2023 is presented by foreign currency in the following table (in millions):

| ​ ​ ​ ​ ​ | ​ ​ British Pounds (1) | ​ ​ ​ | ​ ​ ​ Euros (1) | ​ ​ ​ | ​ ​ Canadian Dollars (1) |
| --- | ---: | --- | ---: | --- | ---: |
| Net equity investment in Cboe Europe Equities and Derivatives, Cboe Clear Europe, MATCHNow, and Cboe Canada | $647.2 | ​ | $163.1 | ​ | $493.0 |
| Impact on consolidated equity of a 10% adverse currency fluctuation | ​ 64.7 | ​ | ​ 16.3 | ​ | ​ 49.3 |

(1) Converted to U.S. dollars using the foreign exchange rate of British pounds per U.S. dollar, Euros per U.S. dollar, and Canadian dollars per U.S. dollar, respectively, as of June 30, 2023.

### Credit Risk

We are exposed to credit risk from third parties, including customers, counterparties and clearing agents. These parties may default on their obligations due to bankruptcy, lack of liquidity, operational failure or other reasons. We limit our exposure to credit risk by considering such risk when selecting the counterparties with which we make investments and execute agreements.

We do not have counterparty credit risk with respect to trades matched on our exchanges in the U.S., Canada, and Europe. With respect to listed equities, we deliver matched trades of our customers to the NSCC without taking on counterparty risk for those trades. NSCC acts as a central counterparty on all equity transactions occurring on BZX, BYX, EDGX and EDGA and, as such, guarantees clearance and settlement of all of our matched equity trades. Similarly, with respect to U.S. listed equity options and futures, we deliver matched trades of our customers to the OCC, which acts as a central counterparty on all transactions occurring on Cboe Options, C2, BZX, EDGX and CFE and, as such, guarantees clearance and settlement of all of our matched options and futures trades. With respect to Canadian equities, we deliver matched trades of our customers to The Canadian Depository for Securities, which acts as a central counterparty on all transactions occurring on MATCHNow and, as such, guarantees clearance and settlement of all of our matched Canadian equities trades. The BIDS Trading ATS platform delivers matched trades to BOA, which delivers the matched trades to the NSCC. BOA guarantees the trade until one day after the trade date, after which time the NSCC provides a guarantee. Thus, BIDS Trading is potentially exposed to credit risk to the counterparty between the trade date and one day after the trade date in the event BOA fails. With respect to Australian equities and derivatives, we deliver matched trades of our customers to ASX Clear Pty Ltd and ASX Settlement Pty Ltd. ASX Clear Pty Ltd acts as a central counterparty on all transactions occurring on Cboe Australia and, as such, guarantees clearance and settlement on all of our matched trades in Australia. With respect to Japanese equities, we deliver matched trades of our customers to the Japanese Securities Clearing Corporation, which acts as a central counterparty on all transactions occurring on Cboe Japan and, as such, guarantees clearance and settlement on all of our matched trades in Japan.

With respect to orders Cboe Trading routes to other markets for execution on behalf of our customers, Cboe Trading is exposed to some counterparty credit risk in the case of failure to perform on the part of our clearing firms, Morgan Stanley or Wedbush. Morgan Stanley and Wedbush guarantee trades until one day after the trade date, after which time NSCC provides a guarantee. The BIDS Trading ATS platform delivers matched trades to BOA, which delivers the matched trades to the NSCC. Thus, Cboe Trading is potentially exposed to credit risk to the counterparty to a trade routed to another market center between the trade date and one day after the trade date in the event that Morgan Stanley or Wedbush fails. The BIDS Trading ATS platform is potentially exposed to counterparty credit risk on equities trades between the trade date and one day after the trade date in the event that BOA fails. We believe that any potential requirement for us to make payments under these guarantees is remote and accordingly, have not recorded any liability in the condensed consolidated financial statements for these guarantees.

Historically, we have not incurred any liability due to a customer’s failure to satisfy its contractual obligations as counterparty to a system trade. Credit difficulties or insolvency, or the perceived possibility of credit difficulties or insolvency, of one or more larger or more visible market participants could also result in market-wide credit difficulties or other market disruptions.

We do not have counterparty credit risk with respect to institutional spot FX trades occurring on our platform because Cboe FX is not a counterparty to any FX transactions. All transactions occurring on our platform occur bilaterally between two banks or prime brokers as counterparties to the trade. While Cboe FX does not have direct counterparty risk, Cboe FX 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 may have risk that is related to the credit of the banks and prime brokers that trade FX on the Cboe FX platform.

We also have credit risk related to transaction fees that are billed in arrears to customers on a monthly basis. Our potential exposure to credit losses on these transactions is represented by the receivable balances in our balance sheets. Our customers are financial institutions whose ability to satisfy their contractual obligations may be impacted by volatile securities markets.

The Company is exposed to further credit risk through our clearing operations. Cboe Clear Europe holds material amounts of clearing participant collateral, both cash and non-cash deposits, which are held or invested primarily to provide security of capital while minimizing credit risk as well as liquidity and market risks. Cboe Digital holds amounts of clearing participant collateral including cash and digital assets, which are held primarily to provide security of capital while minimizing credit risk as well as custody, valuation and market risks. The following is a summary of the risks associated with these deposits and how these risks are mitigated:

- *Credit Risk -* The credit risk is predominantly in the event a clearing participant fails to meet a financial or contractual obligation and related to custodians and settlement banks. Cboe Clear Europe attempts to mitigate this risk through minimum participant requirements for clearing participants and monitoring their financial health. To cover potential loss to Cboe Clear Europe in the event of a clearing participant default, collateral is required from clearing participants. Besides potential defaults of clearing participants, the main credit risk faced by the clearinghouse is exposure to clearing participants when a trade fails to settle. To help mitigate this risk, a fail fee is charged to discourage late settlements. This fee covers Cboe Clear Europe’s costs but also acts as a deterrent as required by Regulation (EU) No 236/2012 on short selling, together with certain aspects of credit default swaps. Cboe Clear Digital sets minimum financial requirements on custodian institutions and any clearing member that may expose the clearinghouse to credit risk. The financial strength of custodians and such clearing members are monitored routinely. Furthermore, Cboe Digital requires clearing members to post collateral (full or margined, depending on the product eligible for clearing) or other forms of financial guarantee and their trading activities are subject to pre-trade checks enforced by Cboe Digital Exchange and administered by Cboe Clear Digital. On June 5, 2023, the CFTC approved an amended order of registration for Cboe Clear Digital to clear digital asset futures on a margined basis for futures commission merchants. The new products are intended to launch after the completion of internal and FCM readiness and the certification of required regulatory filings, including Cboe Digital Exchange self-certification to list and trade digital asset futures on a margined basis. As of June 30, 2023, Cboe Digital does not expect a material loss concerning credit risk on any member participant, custodian, or settlement bank.
- *Liquidity Risk -* Liquidity risk is the risk Cboe Clear Europe may not be able to meet its payment obligations in the right currency, in the right place and at the right time. To help mitigate this risk, Cboe Clear Europe monitors its liquidity requirements closely and maintains funds and assets in a manner which attempt to minimize the risk of loss or delay in the access by the clearinghouse to such funds and assets. For example, holding funds with a central bank where possible or making only short-term investments serves to help reduce liquidity risks. Liquidity is mainly required for securities settlement. The payment and settlement obligations generally stem from the function of Cboe Clear Europe as a cash equity clearinghouse: shares are bought and sold by clearing participants on a trading platform or OTC, and netted to settle two days later. During the settlement the actual payment for and delivery of the shares take place, this process requires intraday liquidity. If counterparties, which receive shares against payment, are unable to settle, an overnight liquidity need arises. The overnight liquidity is typically very short term, and is usually limited to a few days.
- *Custody Risk –* Cboe Digital holds customer digital clearing assets through accounts with third party custodians and, in the case of hot and warm wallets, through self-custody. Cboe Digital’s custody strategy is designed to maximize liquidity and efficient access to assets by making those assets readily available. Cboe Digital monitors its cash and the digital asset balances it maintains with custodians. Digital assets require control of one or more unique public and private keys relating to the local or online digital wallet in which the digital assets are held. The networks require one or more private keys relating to a digital wallet to authorize a spending transaction. If private keys are lost or destroyed, this could prevent the ability to transfer the corresponding digital asset. Security breaches, computer malware, and computer hacking attacks have been a prevalent concern in digital asset markets. Cboe Digital has committed to securely store digital assets it holds on behalf of users. As such, Cboe Digital may be liable to its users for losses arising from theft or loss of user private keys. Cboe Digital has no reason to believe it will incur any expense associated with such potential liability because (i) it has no known or historical experience of claims to use as a basis of measurement, (ii) it accounts for and continually verifies the amount of digital assets within its control, and (iii) it has established security around custodial private keys to minimize the risk of theft or loss.
- *Valuation Risk -* Cboe Digital is exposed to risk with respect to digital asset prices and valuations which are largely based on the supply and demand for those digital assets in financial markets. Cboe Digital’s valuation governance framework includes numerous controls and other procedural safeguards that are intended to maximize the quality of fair value measurements. New products and valuation techniques are reviewed and approved by senior management. Cboe Digital’s valuation process for digital assets are fair value estimates that are also validated by the finance control function independently. Independent price verification is performed by finance control through benchmarking fair value estimates with observable market prices or other independent sources. Reasonably designed controls and governance framework are in place and are intended to help ensure quality third-party pricing sources were used.
- *Market Risk –* Cboe Clear Europe is also exposed to market risk in the event that a clearing participant defaults and the market prices of the securities in its open positions have moved adversely so the clearinghouse can only close out the participant’s obligations at a loss. To help mitigate market risk, Cboe Clear Europe collects collateral from clearing participants to cover for the probable loss during normal market conditions, together with contributions to the clearing fund to cover losses if a default occurred during extreme but plausible market conditions. Adverse movements in exchange rates affecting the value of obligations and collateral are factored into the calculation of the amount of collateral to be collected. 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.

On a regular basis, we review and evaluate changes in the status of our counterparties’ creditworthiness. Credit losses such as those described above could adversely affect our condensed consolidated financial position and results of operations. Any such effects to date have been minimal.

### Interest Rate Risk

We have exposure to market risk for changes in interest rates relating to our cash and cash equivalents, financial investments, and indebtedness. As of June 30, 2023 and 2022, our cash and cash equivalents and financial investments were $517.3 million and $441.8 million, respectively, of which $227.2 million and $179.5 million is held outside of the United States in various foreign subsidiaries in 2023 and 2022, respectively. The remaining cash and cash equivalents and financial investments are denominated in U.S. dollars. We do not use our investment portfolio for trading or other speculative purposes. Due to the nature of these investments, we have not been exposed to, nor do we anticipate being exposed to, material risks due to changes in interest rates, assuming no change in the amount or composition of our cash and cash equivalents and financial investments.

As of June 30, 2023, we had $1,603.1 million in outstanding debt, of which $1,438.2 million relates to our Senior Notes, which bear interest at fixed interest rates. Changes in interest rates will have no impact on the interest we pay on fixed-rate obligations. $164.9 million of the outstanding debt relates to the Term Loan Agreement, which bears interest at fluctuating rates and, therefore, subjects us to interest rate risk. The overnight Treasury repurchase market underlying SOFR has experienced and may experience disruptions from time to time, which may result in unexpected fluctuations, including potentially higher rates, in SOFR. A hypothetical 100 basis point increase in interest rates relating to the amounts outstanding under the Term Loan Agreement as of June 30, 2023 would decrease annual pre-tax earnings by $1.6 million, assuming no change in the composition of our outstanding indebtedness. We are also exposed to changes in interest rates as a result of borrowings under our Revolving Credit Agreement and the Cboe Clear Europe Credit Facility, as these facilities bear interest at fluctuating rates. As of June 30, 2023, there were no outstanding borrowings under our Revolving Credit Agreement or Cboe Clear Europe Credit Facility, respectively. See Note 10 (“Debt”) to the condensed consolidated financial statements for a discussion of debt agreements.

### Liquidity Risk

We are exposed to liquidity risk under certain circumstances in relation to the cross-acceleration and cross-default provisions within the Term Loan Agreement and the Revolving Credit Agreement as a result of the Company, as guarantor, entering into the Cboe Clear Europe Credit Facility. A default of the Facility may allow lenders 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. See Note 10 (“Debt”) to the condensed consolidated financial statements for a discussion of debt agreements.

## Controls and procedures

As filed, 892 characters.

**a)** ***Disclosure controls and procedures.*** The Company’s management, with the participation of its Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Securities Exchange Act of 1934) as of the end of the period covered by this report. Based upon that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, the Company’s disclosure controls and procedures are effective.

**b)** ***Internal controls over financial reporting.*** No changes occurred in the Company’s internal control over financial reporting during the second quarter 2023 that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

## Risk factors

As filed, 588 characters.

There have been no material updates during the period covered by this Form 10-Q to the Risk Factors as set forth in Item 1A. of our Annual Report on Form 10-K for the year ended December 31, 2022. These risks and uncertainties, however, are not the only risks and uncertainties that we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also significantly impact us. Any of these risks and uncertainties may materially and adversely affect our business, financial condition or results of operations, liquidity and cash flows.

Filed Aug 4, 2023.
Source: SEC EDGAR, the filing index for accession 0001558370-23-013313. Last ingested by Listed: Oct 30, 2026, 08:17 ET. No prices; not investment advice.