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    CBOE   US12503M1080

CBOE GLOBAL MARKETS, INC.

(CBOE)
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CBOE GLOBAL MARKETS : Management's Discussion and Analysis of Financial Condition and Results of Operations (form 10-Q)

04/30/2021 | 08:20am EDT
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, 2020, 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, Inc. ("Cboe" or "the Company") provides cutting-edge
trading and investment solutions to market participants around the world. The
Company is committed to defining markets through product innovation, leading
edge technology, and seamless trading solutions.

Cboe offers trading across a diverse range of products in multiple asset classes
and geographies, including options, futures, U.S., Canadian and European
equities, exchange-traded products ("ETPs"), global foreign exchange ("FX") and
volatility products based on the VIX Index, recognized as the world's premier
gauge of U.S. equity market volatility.

Cboe's subsidiaries include the largest options exchange and the third largest
stock exchange operator in the U.S. In addition, the Company operates one of the
largest stock exchanges by value traded in Europe, and owns EuroCCP, a leading
pan-European equities clearinghouse, MATCHNow, a leading equities ATS in Canada,
and BIDS Trading, the leading block-trading ATS by volume in the U.S. Cboe also
is a leading market globally for ETP listings and trading.

The Company is headquartered in Chicago with offices in Amsterdam, Belfast, Calgary, Hong Kong, Kansas City, London, New York, San Francisco, Sarasota Springs, Singapore, and Toronto.

Recent Developments

Acquisition of BIDS Holdings


On December 31, 2020, the Company completed the acquisition of BIDS Holdings,
which is included in the Company's North American Equities segment. BIDS
Holdings owns BIDS Trading, a registered broker-dealer and the operator of the
BIDS ATS, the largest block-trading ATS by volume in the U.S. The BIDS ATS is
not a registered national securities exchange or a facility thereof. The
acquisition follows Cboe and BIDS Trading's successful partnership in Europe,
which began in 2016 with the creation of Cboe LIS for European equities block
trading. Since its launch, Cboe LIS has grown to become one of the largest
block-trading platforms in Europe. BIDS Trading's proven block trading
capability provides the Company a foothold in the off-exchange segment of the
U.S. equities market. Additionally, BIDS Trading's differentiated network of
global buy-side investment managers and sell-side constituents provides the
foundation for Cboe to potentially build more off-exchange products and services
in non-U.S. equities or options products and in geographies beyond the U.S.

Planned acquisition of Chi-X Asia Pacific


On March 24, 2021, the Company announced it entered into a definitive agreement
to acquire Chi-X Asia Pacific Holdings, Ltd., an alternative market operator and
provider of innovative market solutions. This acquisition will provide the
Company with a single point of entry into two key capital markets, Australia and
Japan, to help enable it to expand its global equities business into Asia
Pacific, bring other products and services to the region, and further expand
access to its unique proprietary product suite in the region. The transaction is
expected to close in the second or third quarter of 2021; subject to regulatory
review and other customary closing conditions.

Business Segments


The Company reports five business segments: Options, North American Equities,
Futures, Europe, and Global FX. Segment performance is primarily based on
operating income (loss). The Company has aggregated all of its corporate costs
and eliminations, as well as other business ventures, within Corporate Items and
Eliminations; however, operating

                                       38

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expenses that relate to activities of a specific segment have been allocated to that segment. Our management allocates resources, assesses performance and manages our business according to these segments:


Options. The Options segment includes listed 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 trade on Cboe Options, C2 Options, BZX
Options, and EDGX Options, all U.S. national security exchanges. Cboe Options is
the Company's primary options market and offers trading in listed options
through a single system that integrates electronic trading and traditional open
outcry trading on the Cboe Options trading floor in Chicago. C2 Options, BZX
Options, and EDGX Options are all-electronic options exchanges, and typically
operate with different market models and fee structures than Cboe Options. The
Options segment also includes applicable market data revenue generated from the
consolidated tape plans, the licensing of proprietary options market data, index
licensing, and access and capacity services.

North American Equities. The North American Equities segment includes listed
U.S. equities and ETP transaction services that occur on fully electronic
exchanges owned and operated by BZX Equities, BYX Equities, EDGX Equities, and
EDGA Equities and Canadian equities and other transaction services that occur on
or through the MATCHNow ATS. In addition, in connection with the closing of the
acquisition of BIDS Trading, starting January 1, 2021, this segment also
includes equities transactions that occur on the BIDS Trading platforms. The
North American Equities segment also includes ETP listings on BZX, the Cboe
Global Markets, Inc. common stock listing, applicable market data revenue
generated from the consolidated tape plans, the licensing of proprietary
equities market data, routing services, and access and capacity services.

Futures. The Futures segment includes transaction services provided by the
Company's fully electronic futures exchange, CFE, which includes offerings for
trading VIX futures and other futures products, the licensing of proprietary
market data, as well as access and capacity services.

Europe (formerly European Equities). The Europe segment includes the
pan-European listed equities transaction services, ETPs, exchange traded
commodities, and international depository receipts that are hosted on MTFs
operated by Cboe Europe Equities. It also includes the ETP listings business on
RMs and clearing activities of EuroCCP. This segment was previously referred to
as the European Equities segment, but has been updated as a result of the
buildout and anticipated launch of the pan-European derivatives platform later
in 2021, subject to regulatory approval. Cboe Europe Equities operates lit and
dark books, a periodic auctions book, and a Large-in-Scale ("LIS") trading
negotiation facility for UK symbols. Cboe NL, launched in October 2019, operates
similar business functionality to that offered by Cboe Europe, and provides for
trading only in European Economic Area symbols. Cboe Europe Equities also
includes revenue generated from the licensing of proprietary market data and
from access and capacity services.

Global FX. The Global FX segment includes institutional FX trading services that
occur on the Cboe FX fully electronic trading platform, non-deliverable forward
FX transactions ("NDFs") offered for execution on Cboe SEF and Cboe Swiss, as
well as revenue generated from the licensing of proprietary market data and from
access and capacity services.

General Factors Affecting Results of Operations


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

? trading volumes on our proprietary products such as VIX options and futures and

SPX options;

trading volumes in listed equity securities and ETPs in both North America and

? Europe, clearing volumes in listed equity securities and ETPs in Europe,

volumes in listed equity options, 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 revenue 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, which is dependent

? on the products we trade, our importance as a liquidity center and the quality

and pricing of our data and access and capacity services;


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? continuing pressure in transaction fee pricing due to intense competition in

the United States and Europe;

? significant fluctuations in foreign currency translation rates or weakened

value of currencies; and

regulatory changes relating to market structure and increased capital

? requirements, and those which affect certain types of instruments,

transactions, pricing structures, capital market participants or reporting or

compliance requirements, including any changes resulting from Brexit.

A number of significant structural, political and monetary issues and the COVID-19 pandemic continue to confront the global economy, and instability could continue, resulting in an increased or subdued level of market volatility, changes in trading volumes and greater uncertainty.

On March 11, 2020, the World Health Organization declared COVID-19 a global
pandemic. We are closely monitoring developments around COVID-19 and following
guidance provided by governmental and public health agencies. In response to
COVID-19, we have provided frequent communications to employees, customers,
regulators, critical vendors, technology equipment suppliers, data and disaster
recovery centers, and other service providers and instructed non-essential
employees to work from home on a temporary basis, implemented travel
restrictions, and temporarily suspended open outcry trading between March 13,
2020 and June 14, 2020, without any known significant disruptions to our
business or control processes. We expect to continue to take further actions as
necessary in response to addressing COVID-19. Our business and operations could
be materially and adversely affected by the effects of COVID-19, however, the
extent to which our results could be affected by COVID-19 largely depends on
future developments which cannot be accurately predicted and are uncertain.
Further, changes in trading behavior, additional suspensions of open outcry
trading, market disruptions and other future developments caused by the effects
of COVID-19 could impact trading volumes and the demand for our products, market
data, and services, which could have a material adverse effect on our business,
financial condition, operating results and cash flows for fiscal year 2021 and
could be material during any future period impacted either directly or
indirectly by this pandemic.

Components of Revenues

Transaction and Clearing Fees
Transaction fees represent fees charged by the Company for the performance
obligation of executing a trade on its markets. These fees can be variable based
on trade volume tiered discounts; however, as all tiered discounts are
calculated monthly, the actual discount is recorded on a monthly basis.
Transaction fees are recognized across all segments. Clearing fees, which
include settlement fees, are charged by the Company for transactions cleared and
settled by EuroCCP. Clearing fees can be variable based on trade volume tiered
discounts; however, as all tiered discounts are calculated monthly, the actual
discount is recorded on a monthly basis. Clearing fees are recognized in the
Europe segment. Transaction and clearing fees, as well as any tiered volume
discounts, are calculated and billed monthly in accordance with the Company's
published fee schedules.

Access and Capacity Fees

Access and capacity fees represent fees assessed for the opportunity to trade,
including fees for trading-related functionality across all segments, terminal
and other equipment rights, maintenance services, trading floor space and
telecommunications services. Facilities, systems services and other fees are
generally monthly fee-based. These fees are billed monthly in accordance with
the Company's published fee schedules and recognized on a monthly basis when the
performance obligation is met. All access and capacity fees associated with the
trading floor are recognized in the Options segment. There is no remaining
performance obligation after revenue is recognized.

Market Data Fees

Market data fees represent the fees from the U.S. tape plans and fees from
customers for proprietary market data. Fees from the U.S. tape plans are
collected monthly based on published fee schedules and distributed quarterly to
the Exchanges based on a known formula using trading and/or quoting activity. A
contract for proprietary market data is entered into and charged on a monthly
basis in accordance with the Company's published fee schedules as the service is
provided. Both types of market data are satisfied over time, and revenue is
recognized on a monthly basis as the customer receives and consumes the benefit
as the Company provides the data. U.S. tape plan market data is recognized in
the North American Equities and Options segments. Proprietary market data fees
are recognized across all segments.

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Regulatory Fees
Regulatory fees primarily represent fees collected by the Company to cover the
Section 31 fees charged to the Exchanges under the authority of the SEC (Cboe
Options, C2, BZX, BYX, EDGX, and EDGA) and are charged by the SEC. Consistent
with industry practice, the fees charged to customers are based on the fee set
by the SEC per notional value of U.S. Equities exchange transactions and per
round turn of Options transactions executed on the Company's U.S. securities
markets. These fees are calculated and billed monthly and are recognized in the
North American Equities and Options segments. As the Exchanges are responsible
for the ultimate payment to the SEC, the Exchanges are considered the principals
in these transactions. Regulatory fees also include the options regulatory fee
("ORF") which supports the Company's regulatory oversight function in the
Options segment, along with other miscellaneous regulatory fees, and neither can
be used for non-regulatory purposes. The ORF and miscellaneous fees are
recognized when the performance obligation is fulfilled.

Other Revenue


Other revenue primarily consists of revenue from various licensing agreements,
interest income from clearing operations, all fees related to the trade
reporting facility operated in the Europe segment, and revenue associated with
advertisements through the Company's websites.

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
Limited, 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/Offer ("NBBO") displayed by any exchange. Linkage order
routing consists of the cost incurred to provide a service whereby Cboe equities
and options exchanges deliver orders to other execution venues when there is a
potential for obtaining a better execution price or when instructed to directly
route an order to another venue by the order provider. The service affords
exchange order flow providers an opportunity to obtain the best available
execution price and may also result in cost benefits to those clients. Such an
offering improves our competitive position and provides an opportunity to
attract orders which would otherwise bypass our exchanges. We utilize
third-party brokers or our broker-dealer, Cboe Trading, to facilitate such
delivery. Also included within routing and clearing are the Order Management
System and Execution Management System ("OMS" and "EMS", respectively) fees
incurred for U.S. Equities Off-Exchange order execution, as well as settlement
costs incurred for the settlement process executed by EuroCCP.

Section 31 Fees

Exchanges under the authority of the SEC (Cboe Options, C2, BZX, BYX, EDGX, and
EDGA) are assessed fees pursuant to the Exchange Act designed to recover the
costs to the U.S. government of supervision and regulation of securities markets
and securities professionals. We treat these fees as a pass-through charge to
customers executing eligible listed equities and listed equity options trades.
Accordingly, we recognize the amount that we are charged under Section 31 as a
cost of revenues and the corresponding amount that we charge our customers as
regulatory transaction fees revenue. Since the regulatory transaction fees
recorded in revenues are equal to the Section 31 fees recorded in cost of
revenues, there is no impact on our operating income. CFE, Cboe Europe Limited,
BIDS, MATCHNow and Cboe FX are not U.S. national securities exchanges, and
accordingly are not charged Section 31 fees.

Royalty Fees


Royalty fees primarily consist of license fees paid by us for the use of
underlying indices in our proprietary products usually based on contracts
traded. The Company has licenses with the owners of the S&P 500 Index, S&P 100
Index and certain other S&P indices, FTSE Russell indices, the DJIA, MSCI, and
certain other index products. This category also includes fees related to the
dissemination of market data related to S&P indices.

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Components of Operating Expenses

Compensation and Benefits


Compensation and benefits represent our largest expense category and tend to be
driven by our staffing requirements, financial performance, and the general
dynamics of the employment market. Stock-based compensation is a non-cash
expense related to equity awards. Stock-based compensation can vary depending on
the quantity and fair value of the award on the date of grant and the related
service period.

Depreciation and Amortization

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

Technology Support Services


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

Professional Fees and Outside Services

Professional fees and outside services consist primarily of consulting services, which include supplemental staff activities primarily related to systems development and maintenance, legal, regulatory and audit, and tax advisory services.

Travel and Promotional Expenses

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


Facilities Costs

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

Acquisition-Related Costs


Acquisition-related costs relate to acquisitions and other strategic
opportunities, including the Merger. The acquisition-related costs include fees
for investment banking advisors, lawyers, accountants, tax advisors, public
relations firms, severance and retention costs, impairment of goodwill,
capitalized software and facilities, and other external costs directly related
to the mergers and acquisitions, as well as compensation-related expenses.

Other Expenses

Other expenses represent costs necessary to support our operations that are not already included in the above categories.

Non-Operating Income (Expense)


Income and expenses incurred through activities outside of our core operations
are considered non-operating and are classified as other income (expense). These
activities primarily include interest earned on the investing of excess cash,
interest expense related to outstanding debt facilities, dividend income, income
and unrealized gains and losses related to investments held in a trust for the
Company's non-qualified retirement and benefit plans, and equity earnings or
losses from our investments in other business ventures.



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  Table of Contents

Financial Summary

The following summarizes changes in financial performance for the three months
ended March 31, 2021 and 2020 and certain non-GAAP financial measures. These
non-GAAP financials 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.
Please see the footnotes below for additional information and reconciliations
from our condensed consolidated financial statements.

                           [[Image Removed: Graphic]]



 (1) These are Non-GAAP figures for which reconciliations are provided below.



                                                         Three Months Ended March 31,                    Increase/         Percent
                                                        2021                         2020                (Decrease)        Change

                                                    (in millions, except percentages, earnings per share, and as noted below)
Total revenues                                 $               1,010.8        $             921.5     $           89.3          9.7 %
Total cost of revenues                                           645.3                      563.2                 82.1         14.6 %
Revenues less cost of revenues                                   365.5     
                358.3                  7.2          2.0 %
Total operating expenses                                         160.9                      131.9                 29.0         22.0 %
Operating income                                                 204.6                      226.4               (21.8)        (9.6) %
Income before income tax provision                               192.9     
                217.5               (24.6)       (11.3) %
Income tax provision                                              55.7                       60.1                (4.4)        (7.3) %
Net income                                     $                 137.2        $             157.4     $         (20.2)       (12.8) %
Basic earnings per share                       $                  1.27        $              1.42     $         (0.15)       (10.6) %
Diluted earnings per share                                        1.27                       1.42               (0.15)       (10.6) %
Organic net revenue (1)                                          338.7                      358.3               (19.6)        (5.5) %
EBITDA (2)                                                       246.8                      264.9               (18.1)        (6.8) %
EBITDA margin (3)                                                 67.5 %                     73.9 %              (6.4) %            *
Adjusted EBITDA (2)                            $                 250.2        $             265.7     $         (15.5)        (5.8) %
Adjusted EBITDA margin (4)                                        68.5 %                     74.2 %              (5.7) %            *
Adjusted earnings (5)                          $                 164.8        $             182.3     $         (17.5)        (9.6) %
Adjusted earnings margin (5)                                      45.1 %                     50.9 %              (5.8) %            *
Diluted weighted average shares outstanding                      107.4                      110.6                (3.2)        (2.9) %
Adjusted Diluted earnings per share (6)        $                  1.53     
  $              1.65     $         (0.12)        (7.3) %


* Not meaningful


                                       43

  Table of Contents

The following summarizes changes in certain operational and financial metrics
for the three months ended March 31, 2021 compared to the three months ended
March 31, 2020:



                           [[Image Removed: Graphic]]





                                       44

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The following table includes operational and financial metrics for our Options,
North American Equities, Futures, Europe, and Global FX segments. The metrics
listed for Canadian Equities, EuroCCP, and BIDS Trading in the table below are
newly added for the three months ended March 31, 2021 as a result of
acquisitions completed during 2020. Therefore, the table does not include
results from the periods preceding each acquisition for the applicable metrics.
The following summarizes changes in certain operational and financial metrics
for the three months ended March 31, 2021 compared to the three months ended
March 31, 2020:





                                                     Three Months Ended March 31,                 Increase/       Percent
                                                   2021                        2020               (Decrease)       Change

                                                 (in millions, except percentages, trading days, and as noted below)
Options:
Average daily volume (ADV) (in millions
of contracts):
Market ADV                                                 42.0                        28.0               14.0        50.0 %
Total touched contracts                                    12.7                        10.7                2.0        18.7 %
Index contract ADV                                          1.9                         2.7              (0.8)      (29.6) %
Multi-Listed contract ADV                                  10.8                         8.0                2.8        35.0 %
Number of trading days                                       61                          62                (1)       (1.6) %
Total Options revenue per contract (RPC)
(7)                                         $             0.177         $             0.234     $      (0.057)      (24.4) %
Multi-Listed Options RPC (7)                              0.067                       0.053              0.014        26.4 %
Index Options RPC (7)                                     0.803                       0.781              0.022         2.8 %
Total Options Market Share                                 30.2 %                      38.3 %            (8.1) %           *
Multi-Listed Options Market Share                          26.9 %                      31.9 %            (5.0) %           *
Index Options Market Share                                 99.0 %                      99.2 %            (0.2) %           *
North American Equities:
U.S. Equities:
U.S. Equities - Exchange:
ADV:
Total touched shares (in billions)                          2.3            
            2.0                0.3        15.0 %
Market ADV (in billions)                                   14.7                        11.0                3.7        33.6 %
Market share                                               15.0 %                      16.7 %            (1.7) %           *
U.S. Equities - Exchange (net capture
per one hundred touched shares) (8)         $             0.015         $             0.026     $      (0.011)      (42.3) %
U.S. ETPs: launches (number of launches)                     35                          18                 17        94.4 %
U.S. ETPs: listings (number of listings)                    471                         351                120        34.2 %
U.S. Equities - Off-Exchange (9):
ADV:
Total touched shares (in millions)                         99.5                           -               99.5           - %
U.S. Equities - Off-Exchange (net
capture per one hundred touched shares)
(10)                                        $             0.121         $                 -     $        0.121           - %
Trading days                                                 61                          62                (1)       (1.6) %
Canadian Equities:
ADV (matched shares, in millions)                          71.4                           -               71.4           - %
Trading days                                                 62                           -                 62           - %
Net capture (per 10,000 touched shares,
in Canadian dollars) (11)                                 7.184                           -              7.184           - %
Futures:
ADV (in thousands)                                        255.9                       330.9             (75.0)      (22.7) %
Trading days                                                 61                          62                (1)       (1.6) %
Revenue per contract                        $             1.639         $             1.750     $      (0.111)       (6.3) %
Europe:
Equities:
ADNV:
Matched and touched ADNV (in billions)      €               7.5         €               9.1     €        (1.6)      (17.6) %
Market ADNV (in billions)                                  44.8                        51.5              (6.7)      (13.0) %
Trading days                                                 63                          64                (1)       (1.6) %
Market share                                               16.8 %                      17.7 %            (0.9) %           *
Net capture (per matched notional value
in basis points) (12)                                     0.284                       0.244              0.040        16.4 %
EuroCCP:
Trades cleared (13)                                       298.2                           -              298.2           - %
Fee per trade cleared (14)                  €             0.011         €                 -     €        0.011           - %
Net settlement volume (15)                                  2.4                           -                2.4           - %
Net fee per settlement (16)                 €             0.865         €                 -     €        0.865           - %
Global FX:
ADNV (in billions)                          $              37.1         $              43.3     $        (6.2)      (14.3) %
Trading days                                                 63                          64                (1)       (1.6) %
Global FX (net capture per one million
dollars traded) (17)                                       2.65                        2.69             (0.04)       (1.5) %

Average British pound/U.S. dollar
exchange rate                               $             1.379         $             1.281     $        0.098         7.7 %
Average Canadian dollar/U.S. dollar
exchange rate                               $             0.790         $                 -     $        0.790           - %
Average Euro/U.S. dollar exchange rate      $             1.205         $                 -     $        1.205           - %
Average Euro/British pound exchange rate    £             0.874         £
            0.861     £        0.013         1.5 %


* Not meaningful




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Organic net revenue is defined as revenues less cost of revenues excluding

revenues less cost of revenues of any acquisition for 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 (1) 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.



                                             Three Months Ended
                                                 March 31,
                                              2021         2020

                                               (in millions)
Revenues less cost of revenues             $     365.5    $ 358.3

Recent acquisitions: Acquisition revenues less cost of revenues $ (26.8) $ - Organic net revenue

                        $     338.7    $ 358.3




EBITDA is defined as income before interest, income taxes, depreciation and

amortization. Adjusted EBITDA is defined as EBITDA before acquisition-related

costs. EBITDA and adjusted EBITDA do not represent, and should not be

considered as, alternatives to net income as determined in accordance with

GAAP. We have presented EBITDA and adjusted EBITDA because we consider them

important supplemental measures of our performance and believe that they are (2) 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.


    Adjusted earnings is defined as net income adjusted for amortization of

purchased intangibles, acquisition-related costs, and net income allocated to

participating securities, net of the income tax effects of these adjustments.

Adjusted earnings does not represent, and should not be considered as, an

alternative to net income, as determined in accordance with GAAP. We have

presented adjusted earnings because we consider it an important supplemental

measure of our performance and we use it as the basis for monitoring our own (5) 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.

Revenue per contract represents transaction fees less liquidity payments and (7) routing and clearing costs divided by total contracts traded during the

period.

Net capture per one hundred touched shares refers to transaction fees less (8) 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 for the period.

(9) U.S. Equities - Off-Exchange data reflects Cboe's acquisition of BIDS

Trading, effective December 31, 2020.

Net capture per 100 touched shares refers to transaction fees less OMS/EMS (10) costs 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

Net capture per 10,000 shares refers to transaction fees divided by the (11) product of one-ten thousandth ADV of shares for MATCHNow and the number of

trading days for the period.

Net capture per matched notional value in basis points refers to transaction (12) fees less liquidity payments in British pounds divided by the product of

ADNV in British pounds of shares matched on Cboe Europe Limited and the

number of trading days for the period.

(13) Trades cleared refers to the total number of non-interoperable trades

cleared.

(14) Fee per trade cleared refers to clearing fees divided by number of

non-interoperable trades cleared.

(15) Net settlement volume refers to the total number of settlements executed

after netting.

(16) Net fee per settlement refers to settlement fees less direct costs incurred

to settle divided by the number of settlements executed after netting.

Net capture per one million dollars traded refers to net transaction fees, (17) divided by the product of one-millionth of ADNV traded on the Cboe FX

market, the number of trading days, and two, which represents the buyer and

     seller that are both charged on the transaction for the period.




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The following tables are reconciliations of net income allocated to common stockholders to EBITDA and adjusted EBITDA (in millions):


                                                                      Three Months Ended March 31,
                                                                                   2021
                                                        North
                                                      American
                                        Options       Equities        Futures     Europe      Global FX      Corporate      Total
Net income (loss) allocated to
common stockholders                     $  127.9    $        43.7    $    17.4    $   7.8    $       1.2    $    (61.2)    $ 136.8
Interest expense, net                          -                -            -        3.4              -            8.9       12.3
Income tax provision                           -              1.2            -        3.5              -           51.0       55.7
Depreciation and amortization                7.4             19.6          0.7        7.9            6.4              -       42.0
EBITDA                                     135.3             64.5         18.1       22.6            7.6          (1.3)      246.8
Acquisition-related costs                    0.3                -          
 -          -              -            3.1        3.4
Adjusted EBITDA                         $  135.6    $        64.5    $    18.1    $  22.6    $       7.6    $       1.8    $ 250.2

                                                                      Three Months Ended March 31,
                                                                                   2020
                                                        North
                                                      American
                                        Options       Equities       

Futures Europe Global FX Corporate Total Net income (loss) allocated to common stockholders

                     $  143.3    $        47.7    $    

26.8 $ 6.8 $ 3.0 $ (70.6) $ 157.0 Interest expense (income), net

                 -                -            -      (0.1)              -            7.4        7.3
Income tax provision                           -              1.2            -        2.9              -           56.0       60.1
Depreciation and amortization                7.7             17.8          0.8        7.2            7.0              -       40.5
EBITDA                                     151.0             66.7         27.6       16.8           10.0          (7.2)      264.9
Acquisition-related costs                  (5.5)                -          
 -          -              -            6.3        0.8
Adjusted EBITDA                         $  145.5    $        66.7    $    27.6    $  16.8    $      10.0    $     (0.9)    $ 265.7





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



                                                      Three Months Ended
                                                          March 31,
                                                       2021         2020

Net income allocated to common stockholders $ 136.8 $ 157.0 Amortization

                                              32.9        32.5
Acquisition-related costs                                  3.4         0.8
Tax effect of adjustments                                (8.2)       (7.6)
Net income allocated to participating securities         (0.1)       (0.4)
Adjusted earnings                                   $    164.8     $ 182.3






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Revenues

Total revenues for the three months ended March 31, 2021 increased $89.3
million, or 9.7%, compared to the prior period, primarily due to increased
transaction and clearing fees of $101.7 million, or 15.4%, as a result of
increased market volumes in the U.S. Equities exchanges and Options segment,
partially offset by a decrease in regulatory fees. The following summarizes
changes in revenues for the three months ended March 31, 2021 compared to the
three months ended March 31, 2020 (in millions, except percentages):


                                   Three Months Ended
                                       March 31,            Increase/     Percent
                                    2021         2020      (Decrease)     Change

Transaction and clearing fees $ 763.2 $ 661.5 $ 101.7

 15.4 %
Access and capacity fees                66.4       57.7            8.7       15.1 %
Market data fees                        63.8       56.2            7.6       13.5 %
Regulatory fees                        101.5      136.8         (35.3)     (25.8) %
Other revenue                           15.9        9.3            6.6       71.0 %
Total revenues                   $   1,010.8    $ 921.5    $      89.3        9.7 %



Transaction and Clearing Fees


Transaction and clearing fees increased for the three months ended March 31,
2021 compared to the same period in 2020. For the three months ended March 31,
2021, the increase was primarily due to a 33.6% increase in U.S. Equities
exchange market ADV, a 35.0% increase in multi-listed options ADV, and
additional transaction and clearing fees attributable to EuroCCP and BIDS, which
the Company acquired in the third and fourth quarter of 2020, respectively,
partially offset by a 29.6% decrease in index options ADV and a 22.7% decrease
in Futures ADV, when compared to the same period in 2020.

Access Capacity Fees


Access and capacity fees increased for the three months ended March 31, 2021
compared to the same period in 2020 primarily due to an increase in logical port
revenue in the Options, Europe, and North American Equities segments, as well as
an increase in physical port revenue in the North American Equities segment.

Market Data Fees


Market data fees increased for the three months ended March 31, 2021 compared to
the same period in 2020 primarily due to an increase in subscribers, an increase
in tape plan market data revenue within the North American Equities segment
related to audit recoveries, and additional revenue attributed to Trade Alert,
which was acquired during the second quarter of 2020.

Regulatory Fees


Regulatory fees decreased for the three months ended March 31, 2021 compared to
the same period in 2020 primarily due to a decrease in Section 31 fees as a
result of a 26.2% decrease in the Section 31 fee rate, from an average rate of
$21.40 per million dollars of covered sales for the three months ended March 31,
2020 to an average rate of $15.80 per million dollars of covered sales during
the three months ended March 31, 2021, partially offset by higher volumes in the
North American Equities segment.

Other Revenue

Other revenue increased for the three months ended March 31, 2021 compared to the same period in 2020 primarily due to additional interest income from EuroCCP, which the Company acquired in the third quarter of 2020.

Cost of Revenues

Cost of revenues increased for the three months ended March 31, 2021 compared to the same period in 2020 primarily due to higher liquidity payments, which increased $109.4 million, or 27.9%, as a result of an increase in volumes


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traded on the U.S. Equities and Options exchanges, partially offset by a decrease in Section 31 fees within the North American Equities and Options segments, which decreased $32.2 million and $3.3 million, respectively.


The following summarizes changes in cost of revenues for the three months ended
March 31, 2021 compared to the three months ended March 31, 2020 (in millions,
except percentages):


                          Three Months Ended
                              March 31,            Increase/     Percent
                           2021         2020      (Decrease)     Change
Liquidity payments      $    501.8     $ 392.4    $     109.4       27.9 %
Routing and clearing          27.1        16.0           11.1       69.4 %
Section 31 fees               91.9       127.4         (35.5)     (27.9) %
Royalty fees                  20.3        27.4          (7.1)     (25.9) %
Other                          4.2           -            4.2      100.0 %
Total                   $    645.3     $ 563.2    $      82.1       14.6 %




Liquidity Payments

Liquidity payments increased for the three months ended March 31, 2021 compared to the same period in 2020 primarily due to higher liquidity payments as a result of an increase in volumes traded on the U.S. Equities and Options exchanges.

Routing and Clearing

The increase in routing and clearing fees for the three months ended March 31,
2021 compared to the same period in 2020 was primarily due to an increase in
routed trades in the North American Equities segment, as well as settlement
costs related to EuroCCP, which the Company acquired in the third quarter of
2020.

Section 31 Fees

Section 31 fees decreased for the three months ended March 31, 2021 compared to
the same period in 2020 primarily due to a 26.2% decrease in the Section 31 fee
rate, from an average rate of $21.40 per million dollars of covered sales for
the three months ended March 31, 2020 to an average rate of $15.80 per million
dollars of covered sales during the three months ended March 31, 2021, partially
offset by higher volumes in the North American Equities segment.

Royalty Fees


Royalty fees decreased for the three months ended March 31, 2021 compared to the
same period in 2020 primarily due to a decline in trading volume in licensed
products.

Revenues Less Cost of Revenues


Revenues less cost of revenues increased $7.2 million, or 2.0%, for the three
months ended March 31, 2021 compared to the same period in 2020 primarily due to
an $8.7 million, or 15.1% increase in access and capacity fees, a $7.6 million,
or 13.5% increase in market data fees, and a $7.1 million, or 25.9% decrease in
royalty fees, partially offset by an $18.8 million, or 7.4% decrease in
transaction and clearing fees less liquidity payments and routing and clearing
costs.

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The following summarizes the components of revenues less cost of revenues for
the three months ended March 31, 2021 compared to the three months ended March
31, 2020 (in millions, except percentages):


                                     Three Months Ended
                                         March 31,              Increase/     Percent
                                     2021           2020       (Decrease)      Change
Transaction and clearing fees
less liquidity payments and
routing and clearing costs        $     234.3    $    253.1    $    (18.8)       (7.4) %
Access and capacity fees                 66.4          57.7            8.7        15.1 %
Market data fees                         63.8          56.2            7.6        13.5 %
Regulatory fees, less Section 31
fees                                      9.6           9.4            0.2         2.1 %
Royalty fees                           (20.3)        (27.4)            7.1      (25.9) %
Other                                    11.7           9.3            2.4        25.8 %
Revenues less cost of revenues    $     365.5    $    358.3    $       7.2 
       2.0 %



Transaction and Clearing Fees Less Liquidity Payments and Routing and Clearing Costs


Transaction and clearing fees less liquidity payments and routing and clearing
costs ("Net Transaction and Clearing Fees") decreased for the three months ended
March 31, 2021 compared to the same period in 2020 primarily due to a 29.6%
decrease in index options ADV and a 22.7% decrease in Futures ADV, partially
offset by additional net transaction and clearing fees attributable to EuroCCP
and BIDS, which the Company acquired in the third and fourth quarter of 2020,
respectively.

Access and Capacity Fees

Access and capacity fees increased for the three months ended March 31, 2021
compared to the same period in 2020 primarily due to an increase in logical port
revenue in the Options, Europe, and North American Equities segments, as well as
an increase in physical port revenue in the North American Equities segment.

Market Data Fees


Market data fees increased for the three months ended March 31, 2021 compared to
the same period in 2020 primarily due to an increase in subscribers, an increase
in tape plan market data revenue within the North American Equities segment
related to audit recoveries, and additional revenue attributed to Trade Alert,
which was acquired during the second quarter of 2020.

Regulatory Fees, less Section 31 Fees

Regulatory fees, less Section 31 fees, were relatively flat for the three months ended March 31, 2021 compared to the same period in 2020.

Royalty Fees


Royalty fees decreased for the three months ended March 31, 2021 compared to the
same period in 2020 primarily due to a decline in trading volume in licensed
products.

Other
Other revenue increased for the three months ended March 31, 2021 compared to
the same period in 2020 primarily due to additional net interest income from
EuroCCP, which the Company acquired in the third quarter of 2020.



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Operating Expenses

Total operating expenses increased $29.0 million, or 22.0%, for the three months
ended March 31, 2021 compared to the same period in 2020, primarily due to
increases in compensation and benefits and technology support services related
to acquisitions.

The following summarizes changes in operating expenses for the three months ended March 31, 2021 compared to the three months ended March 31, 2020 (in millions, except percentages):


                                           Three Months Ended
                                               March 31,            Increase/     Percent
                                            2021         2020      (Decrease)     Change
Compensation and benefits                $     72.3     $  53.3    $      19.0       35.6 %
Depreciation and amortization                  42.0        40.5            1.5        3.7 %
Technology support services                    17.2        11.9            5.3       44.5 %
Professional fees and outside services         15.6        14.9            0.7        4.7 %
Travel and promotional expenses                 1.6         2.1          (0.5)     (23.8) %
Facilities costs                                5.3         4.1            1.2       29.3 %
Acquisition-related costs                       3.4         0.8            2.6      325.0 %
Other expenses                                  3.5         4.3          (0.8)     (18.6) %
Total operating expenses                 $    160.9     $ 131.9    $      29.0       22.0 %




Compensation and Benefits

Compensation and benefits increased for the three months ended March 31, 2021
compared to the same period in 2020. For the three months ended March 31, 2021,
the increase was primarily due to an increase in salaries, wages, and bonus
expense of $7.5 million, an increase in compensation expense related to
acquisitions of $6.0 million, a $3.6 million increase in equity compensation as
a result of performance share and qualified retirement vesting, and a $3.6
million increase in benefits primarily due to the adjustment of deferred
compensation plan assets.

Depreciation and Amortization


Depreciation and amortization increased for the three months ended March 31,
2021 compared to the same period in 2020, primarily due to an increase
depreciation and amortization expense resulting from the acquisitions made in
2020, partially offset by a decline in amortization under the discounted cash
flow method for the intangibles acquired in the Bats acquisition.

Technology Support Services

Technology support services increased for the three months ended March 31, 2021
compared to the same period in 2020, primarily due to increases in market data
support service fees, purchased software, and purchased hardware related to the
acquisitions made in 2020.

Professional Fees and Outside Services

Professional fees and outside services increased for the three months ended
March 31, 2021 compared to the same period in 2020 primarily due to increases in
contracted services, consulting fees, and regulatory fees, partially offset by a
decline in legal fees.

Travel and Promotional Expenses

Travel and promotional expenses decreased for the three months ended March 31,
2021 compared to the same period in 2020, primarily due to travel restrictions
implemented in March 2020 in response to the COVID-19 pandemic coupled with a
decrease in marketing expenses.





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Facilities Costs

Facilities costs increased for the three months ended March 31, 2021 compared to
the same period in 2020, primarily due to additional rent expense related to the
new trading floor location beginning in May 2020, as well as additional
facilities costs related to the acquisitions made in 2020.

Acquisition-Related Costs


Acquisition-related costs increased for the three months ended March 31, 2021
compared to the same period in 2020 primarily due to an increase in professional
fees and other fees, as well as an impairment charge related to the investment
in Signal recorded in the first quarter of 2021.

Other Expenses

Other expenses decreased for the three months ended March 31, 2021 compared to
the same period in 2020 primarily due to a $0.7 million decrease in charitable
contributions resulting from one-time charitable contributions made to support
COVID-19 relief efforts of $1.0 million during the three months ended March
31,
2020.

Operating Income

As a result of the items above, operating income for the three months ended March 31, 2021 was $204.6 million compared to $226.4 million for same period in 2020.


Interest Expense, Net

Net interest expense increased for the three months ended March 31, 2021
compared to the same period in 2020 primarily due to commitment fees related to
the EuroCCP Credit Facility, as well as additional interest expense related to
the 1.625% Senior Notes issued in the fourth quarter of 2020.

Other Expense, Net


Net other expense decreased for the three months ended March 31, 2021 compared
to the same period in 2020 primarily due to a $2.5 million increase in deferred
compensation plan asset income.

Income Before Income Tax Provision

As a result of the above, income before income tax provision for the three months ended March 31, 2021 was $192.9 million compared to $217.5 million for the same period in 2020, a decrease of $24.6 million.

Income Tax Provision


The effective tax rate from continuing operations was 28.9% and 27.6% for the
three months ended March 31, 2021 and 2020, respectively. The higher effective
tax rate in 2021 is primarily due to decreased benefits from foreign derived
intangible income ("FDII").

Net Income
As a result of the items above, net income for the three months ended March 31,
2021 was $137.2 million compared to $157.4 million for the three months ended
March 31, 2020, a decrease of $20.2 million.





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Segment Operating Results
We report results from our five segments: Options, North American Equities,
Futures, Europe, and Global FX. Segment performance is primarily based on
operating income (loss). We have aggregated all corporate costs, as well as
other business ventures, within Corporate Items and Eliminations as those
activities should not be used to evaluate a segment's operating performance. All
operating expenses that relate to activities of a specific segment have been
allocated to that segment.

The following summarizes our total revenues by segment:

                           [[Image Removed: Graphic]]




                                                                   Percentage of
                                                                       Total
                                                                     Revenues
                            Three Months Ended                  Three Months Ended
                                March 31,           Percent         March 31,
                             2021         2020      Change       2021         2020

                                      (in millions, except percentages)
Options                   $     382.4    $ 356.5        7.3 %       37.9 %      38.7 %
North American Equities         526.0      473.7       11.0 %       52.0 % 
    51.4 %
Futures                          31.6       41.5     (23.9) %        3.1 %       4.5 %
Europe                           55.8       32.9       69.6 %        5.5 %       3.6 %
Global FX                        14.7       16.9     (13.0) %        1.5 %       1.8 %
Corporate                         0.3          -      100.0 %          - %         - %
Total revenues            $   1,010.8    $ 921.5        9.7 %      100.0 %     100.0 %






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The following summarizes our revenues less cost of revenues by segment:

                           [[Image Removed: Graphic]]




                                                                          Percentage of
                                                                          Total Revenues
                                                                      Less Cost of Revenues
                                 Three Months Ended                     Three Months Ended
                                     March 31,            Percent           March 31,
                                 2021          2020       Change        2021           2020

                                             (in millions, except percentages)
Options                       $    181.7     $   188.5      (3.6) %         49.8 %       52.6 %
North American Equities             96.1          86.6       11.0 %         26.3 %       24.2 %
Futures                             30.6          40.1     (23.7) %          8.4 %       11.2 %
Europe                              42.1          26.2       60.7 %         11.5 %        7.3 %
Global FX                           14.7          16.9     (13.0) %          4.0 %        4.7 %
Corporate                            0.3             -      100.0 %            - %          - %
Total revenues less cost
of revenues                   $    365.5     $   358.3        2.0 %        100.0 %      100.0 %






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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):


                                                                                   Percentage
                                                                                    of Total
                                                                                    Revenues
                                     Three Months Ended                        Three Months Ended
                                         March 31,              Percent            March 31,
                                    2021            2020        Change        2021            2020
Revenues less cost of revenues    $   181.7       $  188.5        (3.6) %  
    47.5 %          52.9 %
Operating expenses                     53.0           45.1         17.5 %       13.9 %          12.7 %
Operating income                  $   128.7       $  143.4       (10.3) %       33.7 %          40.2 %
EBITDA (1)                        $   135.3       $  151.0       (10.4) %       35.4 %          42.4 %
EBITDA margin (2)                      74.5 %         80.1 %          *            *               *


* Not meaningful

See footnote (2) to the table under "Financial Summary" above for a (1) 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 $6.8 million for the three months ended
March 31, 2021 compared to the three months ended March 31, 2020, primarily due
to a 29.6% decrease in index options ADV, partially offset by a 35.0% increase
in multi-listed options ADV, a decrease in royalty fees, and an increase in
proprietary market data revenue attributable to Trade Alert, which the Company
acquired in the second quarter of 2020. For the three months ended March 31,
2021, operating income for the Options segment decreased $14.7 million compared
to the three months ended March 31, 2020, primarily due to an increase in
operating expenses. Operating expenses increased $7.9 million for the three
months ended March 31, 2021 compared to the three months ended March 31, 2020,
primarily due to increases in acquisition-related costs and compensation and
benefits, partially offset by a decrease in professional fees and outside
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):


                                                                                    Percentage
                                                                                     of Total
                                                                                     Revenues
                                     Three Months Ended                         Three Months Ended
                                         March 31,               Percent            March 31,
                                    2021             2020        Change        2021            2020
Revenues less cost of revenues    $    96.1        $   86.6         11.0 % 
     18.3 %          18.3 %
Operating expenses                     51.0            37.6         35.6 %        9.7 %           7.9 %
Operating income                  $    45.1        $   49.0        (8.0) %        8.6 %          10.3 %
EBITDA (1)                        $    64.5        $   66.7        (3.3) %       12.3 %          14.1 %
EBITDA margin (2)                      67.1 %          77.0 %          *            *               *


* Not meaningful

See footnote (2) to the table under "Financial Summary" above for a (1) 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 $9.5 million for the three months ended
March 31, 2021 compared to the three months ended March 31, 2020, primarily due
to additional revenue attributable to BIDS, which the Company acquired in the
fourth quarter of 2020. For the three months ended March 31, 2021, operating
income for the North American Equities segment decreased $3.9 million compared
to the three months ended March 31, 2020, primarily due to an increase in
operating expenses. Operating expenses increased $13.4 million for the three
months ended March 31, 2021 compared to the three months ended March 31, 2020,
primarily due to an increase in compensation and benefits, as

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well as increases in depreciation and amortization and technology support services as a result of the BIDS and MATCHNow acquisitions.

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):




                                                                                    Percentage
                                                                                     of Total
                                                                                     Revenues
                                     Three Months Ended                         Three Months Ended
                                         March 31,               Percent            March 31,
                                    2021             2020        Change        2021            2020
Revenues less cost of revenues    $    30.6        $   40.1       (23.7) % 
     96.8 %          96.6 %
Operating expenses                     13.1            13.2        (0.8) %       41.5 %          31.8 %
Operating income                  $    17.5        $   26.9       (34.9) %       55.4 %          64.8 %
EBITDA (1)                        $    18.1        $   27.6       (34.4) %       57.3 %          66.5 %
EBITDA margin (2)                      59.2 %          68.8 %          *            *               *


* Not meaningful

See footnote (2) to the table under "Financial Summary" above for a (1) 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 $9.5 million for the three months ended
March 31, 2021 compared to the three months ended March 31, 2020, primarily due
to a 22.7% decrease in Futures ADV. For the three months ended March 31, 2021,
operating income for the Futures segment decreased $9.4 million compared to the
three months ended March 31, 2020, due to lower revenues less cost of revenues.
Operating expenses decreased $0.1 million for the three months ended March 31,
2021 compared to the three months ended March 31, 2020, primarily due to a
decrease in professional fees and outside services and other expenses, partially
offset by an increase in compensation and benefits.

Europe


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


                                                                                    Percentage
                                                                                     of Total
                                                                                     Revenues
                                     Three Months Ended                         Three Months Ended
                                         March 31,               Percent            March 31,
                                    2021             2020        Change        2021            2020
Revenues less cost of revenues    $    42.1        $   26.2         60.7 % 
     75.4 %          79.6 %
Operating expenses                     27.6            16.7         65.3 %       49.5 %          50.8 %
Operating income                  $    14.5        $    9.5         52.6 %       26.0 %          28.9 %
EBITDA (1)                        $    22.6        $   16.8         34.5 %       40.5 %          51.1 %
EBITDA margin (2)                      53.7 %          64.1 %          *            *               *


*Not meaningful

See footnote (2) to the table under "Financial Summary" above for a (1) 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 $15.9 million for the three months
ended March 31, 2021 compared to the three months ended March 31, 2020,
primarily due to additional revenue attributable to EuroCCP, which the Company
acquired in the third quarter of 2020. For the three months ended March 31,
2021, operating income for the Europe segment increased $5.0 million compared to
the three months ended March 31, 2020, due to higher revenues less cost of
revenues. Operating expenses increased $10.9 million for the three months ended
March 31, 2021 compared to the three

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months ended March 31, 2020, primarily due to an increase in compensation and benefits, technology support services, and professional fees and outside services as a result of the EuroCCP acquisition.

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):


                                                                                    Percentage
                                                                                     of Total
                                                                                     Revenues
                                     Three Months Ended                         Three Months Ended
                                         March 31,               Percent            March 31,
                                    2021             2020        Change        2021           2020
Revenues less cost of revenues    $    14.7        $   16.9       (13.0) % 
    100.0 %        100.0 %
Operating expenses                     13.5            13.9        (2.9) %       91.8 %         82.2 %
Operating income                  $     1.2        $    3.0       (60.0) %        8.2 %         17.8 %
EBITDA (1)                        $     7.6        $   10.0       (24.0) %       51.7 %         59.2 %
EBITDA margin (2)                      51.7 %          59.2 %          *            *              *


* Not meaningful

See footnote (2) to the table under "Financial Summary" above for a (1) reconciliation of net income to EBITDA and adjusted 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 $2.2 million for the three months ended
March 31, 2021 compared to the three months ended March 31, 2020, primarily due
to a 14.8% decrease in Global FX ADNV. For the three months ended March 31,
2021, operating income for the Global FX segment decreased $1.8 million compared
to the three months ended March 31, 2020, primarily due to a decline in revenues
less costs of revenues. Operating expenses decreased $0.4 million for the three
months ended March 31, 2021 compared to the three months ended March 31, 2020,
primarily due to a decrease in depreciation and amortization and professional
fees and outside services, partially offset by an increase in compensation
and
benefits.



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Liquidity and Capital Resources

Below are charts that reflect elements of our capital allocation:


                           [[Image Removed: Graphic]]



We expect our cash on hand at March 31, 2021 and other available resources,
including cash generated from operations, to be sufficient to continue to meet
our cash requirements for the foreseeable future. In the near term, we expect
that our cash from operations and availability under the Revolving Credit
Facility will meet our cash needs to fund our operations, capital expenditures,
interest payments on debt, debt repayments, any dividends, potential strategic
acquisitions, and opportunities for common stock repurchases under the
previously announced program. We may also utilize excess cash on hand to pay
down amounts outstanding under the Term Loan Agreement. See Note 10 ("Debt") of
the condensed consolidated financial statements for further information.

On July 1, 2020, in connection with the Company's acquisition of EuroCCP,
EuroCCP as borrower and the Company as guarantor of scheduled interest and fees
on borrowings (but not the principal amount of any borrowings), entered into a
€1.5 billion committed syndicated multicurrency revolving and swingline credit
facility agreement (the "Facility"). The Facility is available to be drawn by
EuroCCP towards (a) financing unsettled amounts in connection with the
settlement of transactions in securities and other items processed through
EuroCCP's clearing system and (b) financing any other liability or liquidity
requirement of EuroCCP incurred in the operation of its clearing system.
Borrowings under the Facility are secured by cash, eligible government bonds and
eligible equity assets deposited by EuroCCP into secured accounts. As a result,
should the Facility be drawn by EuroCCP it could potentially impact EuroCCP's
liquidity, and we can give no assurance that this Facility will be sufficient to
meet all of such obligations or sufficiently mitigate EuroCCP's liquidity risk
to meet its payment obligations when due. Additionally, a default of the
Facility may allow lenders, under certain circumstances, to accelerate any
related drawn amounts and may result in the acceleration of the Company's other
outstanding debt to which a cross-acceleration or cross-default provision
applies, which may limit the Company's liquidity, business and financing
activities. The Facility is expected to terminate on July 1, 2021 and we may not
be able to enter into a replacement facility on commercially reasonable terms,
or at all.

Our long-term cash needs will depend on many factors, including an introduction
of new products, enhancements of current products, the geographic mix of our
business and any potential acquisitions. We believe our cash from operations and
the availability under our Revolving Credit Facility will meet any long-term
needs unless a significant acquisition is identified, in which case we expect
that we would be able to borrow the necessary funds and/or issue additional
shares of

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our common stock to complete such an acquisition. In addition, we do not expect
COVID-19 to have a material impact on our liquidity or capital resources,
including cash from operations or uses of cash, or change our ability to access
capital markets in the near term or the foreseeable future.

Cash and cash equivalents include cash in banks and all non-restricted, highly
liquid investments with original maturities of three months or less at the time
of purchase. Cash and cash equivalents as of March 31, 2021 increased $17.9
million from December 31, 2020, primarily due to results from operations and
proceeds from available-for-sale financial investments, partially offset by
purchases of available-for-sale financial investments, share repurchases under
the share repurchase program, and cash dividends paid on common stock. See "Cash
Flow" below for further discussion.

Our cash and cash equivalents held outside of the United States in various
foreign subsidiaries totaled $133.4 million as of March 31, 2021. The remaining
balance was held in the United States and totaled $129.9 million as of March 31,
2021. Our cash and cash equivalents held outside of the United States as of
December 31, 2020 totaled $128.2 million, and are held in various foreign
subsidiaries. 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 March 31, 2021 and December 31, 2020, 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 three months ended March 31, 2021 and 2020, respectively (in millions):


                                                               Three Months Ended
                                                                   March 31,
                                                               2021          2020
Net cash provided by operating activities                   $    599.1    $

163.3

Net cash used in investing activities                           (13.3)     

(51.0)

Net cash used in financing activities                          (119.5)     

(175.7)

Effect of foreign currency exchange rate changes on cash, cash equivalents, and restricted cash and cash equivalents

                                                      (0.5)      

(0.7)

Increase (decrease) in cash, cash equivalents, and restricted cash and cash equivalents

                        $    465.8    $   (64.1)


                                                                As of March 31,
                                                               2021          2020

Reconciliation of cash, cash equivalents, and restricted cash and cash equivalents: Cash and cash equivalents

                                   $    263.3    $ 

165.2

Restricted cash and cash equivalents (margin deposits
and clearing funds)                                            1,260.0             -
Total                                                       $  1,523.3    $    165.2



Net Cash Flows Provided by Operating Activities


During the three months ended March 31, 2021, net cash provided by operating
activities was $461.9 million higher than net income. The variance is primarily
attributed to the increase of $447.9 million of restricted cash and cash
equivalents (margin deposits and clearing funds) for the three months ended
March 31, 2021.

Net cash flows provided by operating activities were $599.1 million and $163.3
million for the three months ended March 31, 2021 and 2020, respectively. The
change in net cash flows provided by operating activities was primarily due to
the change in margin deposits and clearing funds of $447.9 million and the
change for accounts receivable of $37.6 million for the three months ended March
31, 2021 compared to the three months ended March 31, 2020.

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Net Cash Flows Used in Investing Activities


Net cash flows used in investing activities were $13.3 million and $51.0 million
for the three months March 31, 2021 and 2020, respectively. The variance is
primarily due to acquisitions, net of cash acquired for the three months ended
March 31, 2020, partially offset by additional purchases of available-for-sale
financial investments for the three months ended March 31, 2021.

Net Cash Flows Used in Financing Activities


Net cash flows used in financing activities for the three months ended March 31,
2021 and 2020 were $119.5 million and $175.7 million, respectively. The variance
is primarily attributed to a decrease in share repurchases, which were $47.6
million and $119.5 million for the three months ended March 31, 2021 and 2020,
respectively, partially offset by the $20.0 million principal payment of the
current portion of long-term debt during the three months ended March 31, 2021.

Financial Assets

The following summarizes our financial assets, excluding margin deposits and clearing funds, as of March 31, 2021 and December 31, 2020 (in millions):


                                           March 31, 2021      December 31, 2020
Cash and cash equivalents                  $         263.3    $             245.4
Financial investments                                 95.5                   92.4
Less deferred compensation plan assets              (24.0)                

(24.5)

Less cash collected for Section 31 fees             (70.9)                (103.0)
Adjusted cash (1)                          $         263.9    $             210.3

Adjusted cash is a non-GAAP measure and represents cash and cash equivalents

plus financial investments, minus deferred compensation plan assets and cash (1) 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 March 31, 2021 and December 31, 2020 (in millions):


                                                      March 31, 2021      December 31, 2020
Term Loan Agreement                                  $           50.0    $              70.0
3.650% Senior Notes                                             650.0                  650.0
1.625% Senior Notes                                             500.0                  500.0
Revolving Credit Agreement                                          -                      -
EuroCCP Credit Facility                                             -                      -
Less unamortized discount and debt issuance costs              (12.2)      
          (16.1)
Total debt                                           $        1,187.8    $           1,203.9



As of March 31, 2021 and December 31, 2020, we were in compliance with the covenants of our debt agreements.


In addition to the debt outstanding, as of March 31, 2021, we had an additional
$250.0 million available through our revolving credit facility, with the ability
to borrow another $100.0 million by increasing the commitments under the
facility. Together with adjusted cash, we had $513.9 million available to fund
our operations, capital expenditures, potential acquisitions, debt repayments
and any dividends as of March 31, 2021.

Dividends

The Company's expectation is to continue to pay dividends. The decision to pay a dividend, however, remains within the discretion of the Company's board of directors and may be affected by various factors, including our earnings, financial condition, capital requirements, level of indebtedness and other considerations our board of directors deems


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relevant. Future debt obligations and statutory provisions, among other things, may limit, or in some cases prohibit, our ability to pay dividends.

Share Repurchase Program




In 2011, the board of directors approved an initial authorization for the
Company to repurchase shares of its outstanding common stock of $100 million and
approved additional authorizations of $100 million in each of 2012, 2013, 2014,
2015 and 2016, $250 million in each of 2018, 2019 and 2020, and $200 million in
February 2021, for a total authorization of $1.6 billion. The program permits
the Company to purchase shares through a variety of methods, including in the
open market or through privately negotiated transactions, in accordance with
applicable securities laws. It does not obligate the Company to make any
repurchases at any specific time or situation.

Under the program, for the three months ended March 31, 2021, the Company repurchased 490,632 shares of common stock at an average cost per share of $96.97, totaling $47.6 million. Since inception of the program through March 31, 2021, the Company has repurchased 17,740,756 shares of common stock at an average cost per share of $67.50, totaling $1.2 billion.

As of March 31, 2021, the Company had $352.5 million of availability remaining under its existing share repurchase authorizations.

Commercial Commitments and Contractual Obligations


As of March 31, 2021, our commercial commitments and contractual obligations
included operating leases, data and telecommunications agreements, equipment
leases, our long-term debt outstanding, contingent considerations and other
obligations. See Note 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 EuroCCP's clearinghouse exposure
guarantee, and Note 22 ("Leases") for discussion on operating leases and
equipment leases.

Off Balance Sheet Arrangements

See Note 12 ("Clearing Operations") for discussion on contingent assets and liabilities related to clearing operations in connection with the Company's acquisition of EuroCCP.

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Managers and Directors
Edward Thomas Tilly Chairman, President & Chief Executive Officer
Brian N. Schell Chief Financial Officer, Treasurer & Executive VP
Eric Crampton Chief Technology Officer & Senior Vice President
Christopher A. Isaacson Chief Operating Officer & Executive VP
Janet P. Froetscher Independent Director
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