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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)

07/30/2021 | 04:40pm 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"), a leading provider of
market infrastructure and tradable products, delivers cutting-edge trading,
clearing and investment solutions to market participants around the world. The
company is committed to operating a trusted, inclusive global marketplace,
providing leading products, technology and data solutions that enable
participants to define a sustainable financial future. Cboe provides trading
solutions and products in multiple asset classes, including equities,
derivatives and FX, across North America, Europe, and Asia Pacific.

Cboe's subsidiaries include the largest options exchange and the third largest
stock exchange operator in the U.S. In addition, the Company operates one of the
largest stock exchanges by value traded in Europe, and owns EuroCCP, a leading
pan-European equities clearinghouse, BIDS Trading, a leading block-trading ATS
by volume in the U.S., MATCHNow, a leading equities ATS in Canada, and Chi-X
Asia Pacific, an alternative market operator and provider of innovative market
solutions. Cboe also is a leading market globally for exchange-traded products
("ETPs") listings and trading.

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

Recent Developments

Acquisition of BIDS Holdings


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

Acquisition of Chi-X Asia Pacific


On 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 provides the Company
with a single point of entry into two key capital markets, Australia and Japan,
helps enable it to expand its global equities business into the Asia Pacific
region, bring other products and services to the region, and further expand
access to its unique proprietary product suite in the region. The transaction
closed on July 1, 2021 based upon the time zone of both the acquiree, Chi-X Asia
Pacific, and the acquiror, Cboe Worldwide Holdings Limited, a subsidiary of
the
Company.

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

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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 of VIX futures and other futures products, the licensing of proprietary
market data, as well as access and capacity services.

Europe. 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 in September 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 North America, Europe,

? and Asia Pacific, clearing volumes in listed equity securities and ETPs in

Europe, volumes in listed equity options, and volumes in institutional FX

trading;

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;


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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 and increased

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

? transactions, products, 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.


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

Components of Revenues

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

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recognized in the North American Equities and Options segments. Proprietary market data fees are recognized across all segments.

Regulatory Fees

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

Other Revenue


Other revenue primarily consists of revenue from various licensing agreements,
interest income from clearing operations, all fees related to the trade
reporting facility operated in the Europe 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,
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, BIDS,
MATCHNow and Cboe FX are not U.S. national securities exchanges, and accordingly
are not charged Section 31 fees.

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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.

Other Cost of Revenues

Other cost of revenues primarily consists of interest expense from clearing operations, electronic access permit fees and other miscellaneous costs associated with other revenue.

Components of Operating Expenses

Compensation and Benefits


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

Depreciation and Amortization

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

Technology Support Services


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

Professional Fees and Outside Services

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

Travel and Promotional Expenses

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


Facilities Costs

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

Acquisition-Related Costs


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


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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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Financial Summary
The following summarizes changes in financial performance for the three and six
months ended June 30, 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. "YTD"
represents the six-month period ended June 30th.



                           [[Image Removed: Graphic]]



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





                                              Three Months Ended June 30,                   Increase/            Percent                     Six Months Ended June 30,                      Increase/          Percent
                                            2021                       2020                 (Decrease)            Change                  2021                        2020                 (Decrease)          Change

                                           (in millions, except
percentages, earnings per share, and as noted below)                    (in

millions, except percentages, earnings per share, and as noted below) Total revenues

                       $             800.8        $             868.7     $           (67.9)            (7.8) %     $             1,811.6       $             1,790.2     $            21.4           1.2 %
Total cost of revenues                             450.2                      571.8                (121.6)           (21.3) %                   1,095.5                     1,135.0                (39.5)         (3.5) %
Revenues less cost of revenues                     350.6                      296.9                   53.7             18.1 %                     716.1                       655.2                  60.9           9.3 %
Total operating expenses                           160.6                   
  135.2                   25.4             18.8 %                     321.5                       267.1                  54.4          20.4 %
Operating income                                   190.0                      161.7                   28.3             17.5 %                     394.6                       388.1                   6.5           1.7 %
Income before income tax
provision                                          179.2                      156.6                   22.6             14.4 %                     372.1                       374.1                 (2.0)         (0.5) %
Income tax provision                                73.7                   
   43.0                   30.7             71.4 %                     129.4                       103.1                  26.3          25.5 %
Net income                           $             105.5        $             113.6     $            (8.1)            (7.1) %     $               242.7       $               271.0     $          (28.3)        (10.4) %
Basic earnings per share             $              0.99        $              1.04     $           (0.05)            (4.8) %     $                2.26       $                2.46     $          (0.20)         (8.1) %
Diluted earnings per share                          0.98                       1.03                 (0.05)            (4.9) %                      2.26                        2.45                (0.19)         (7.8) %
Organic net revenue (1)                            328.4                   
  296.9                   31.5             10.6 %                     667.1                       655.2                  11.9           1.8 %
EBITDA (2)                                         231.8                      201.6                   30.2             15.0 %                     478.6                       466.5                  12.1           2.6 %
EBITDA margin (3)                                   66.1 %                     67.9 %                (1.8) %                *                      66.8 %                      71.2 %               (4.4) %             *
Adjusted EBITDA (2)                  $             233.6        $             211.0     $             22.6             10.7 %     $               483.8       $               476.7     $             7.1           1.5 %
Adjusted EBITDA margin (4)                          66.6 %                     71.1 %                (4.5) %                *                      67.6 %                      72.8 %               (5.2) %             *
Adjusted earnings (5)                $             147.4        $             143.3     $              4.1              2.9 %     $               312.2       $               325.6     $          (13.4)         (4.1) %
Adjusted earnings margin (5)                        42.0 %                     48.3 %                (6.3) %                *                      43.6 %                      49.7 %               (6.1) %             *
Diluted weighted average shares
outstanding                                        106.9                      109.6                  (2.7)            (2.5) %                     107.3                       110.1                 (2.8)         (2.5) %
Adjusted Diluted earnings per
share (6)                            $              1.38        $              1.31     $             0.07              5.3 %     $                2.91       $                2.96     $          (0.05)         (1.7) %




* Not meaningful


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The following summarizes changes in certain operational and financial metrics
for the six months ended June 30, 2021 compared to the six months ended June 30,
2020:



                           [[Image Removed: Graphic]]



                                       47

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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 and six months ended June 30, 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 and six months ended June 30, 2021 compared to the three and six
months ended June 30, 2020:




                                                     Three Months Ended June 30,                 Increase/         Percent                  Six Months Ended June 30,                   Increase/        Percent
                                                    2021                      2020               (Decrease)         Change                2021                      2020               (Decrease)         Change

                                                   (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):
Market ADV                                                 36.4                      28.2                  8.2          29.1 %                   39.2                      28.1                  11.1        39.5 %
Total touched contracts                                    11.1                       9.9                  1.2          12.1 %                   11.9                      10.3                   1.6        15.5 %
Index contract ADV                                          1.8                       1.6                  0.2          12.5 %                    1.9                       2.1                 (0.2)       (9.5) %
Multi-listed contract ADV                                   9.3                       8.3                  1.0          12.0 %                   10.0                       8.2                   1.8        22.0 %
Number of trading days                                       63                        63                    -             - %                    124                       125                   (1)       (0.8) %
Total Options revenue per contract (RPC)
(7)                                          $            0.192        $            0.182     $          0.010           5.5 %     $            0.184        $            0.208     $         (0.024)      (11.5) %
Multi-listed options RPC (7)                              0.067                     0.051                0.016          31.4 %                  0.067                     0.052                 0.015        28.8 %
Index options RPC (7)                                     0.823                     0.870              (0.047)         (5.4) %                  0.813                     0.815               (0.002)       (0.2) %
Total Options market share                                 30.4 %                    35.2 %              (4.8) %             *                   30.3 %                    36.7 %               (6.4) %           *
Multi-listed options market share                          26.8 %                    31.4 %              (4.6) %             *                   26.8 %                    31.6 %               (4.8) %           *
Index options market share                                 98.7 %                    99.4 %              (0.7) %             *                   98.8 %                    99.3 %               (0.5) %           *
North American Equities:
U.S. Equities:
U.S. Equities - Exchange:
ADV:
Total touched shares (in billions)                          1.6            
          2.1                (0.5)        (23.8) %                    2.0                       2.0                     -           - %
Market ADV (in billions)                                   10.5                      12.4                (1.9)        (15.3) %                   12.6                      11.7                   0.9         7.7 %
Market share                                               14.3 %                    16.1 %              (1.8) %             *                   14.7 %                    16.4 %               (1.7) %           *
U.S. Equities - Exchange (net capture per
one hundred touched shares) (8)              $            0.020        $            0.025     $        (0.005)        (20.0) %     $            0.017        $            0.025     $         (0.008)      (32.0) %
U.S. ETPs: launches (number of launches)                     28                        31                  (3)         (9.7) %                     63                        49                    14        28.6 %
U.S. ETPs: listings (number of listings)                    499                       374                  125          33.4 %                    499                       374                   125        33.4 %
U.S. Equities - Off-Exchange (9):
ADV:
Total touched shares (in millions)                         75.8                         -                 75.8             - %                   87.5                         -                  87.5           - %
U.S. Equities - Off-Exchange (net capture
per one hundred touched shares) (10)         $            0.123        $   
            -     $          0.123             - %     $            0.122        $                -     $           0.122           - %
Trading days                                                 63                        63                    -             - %                    124                       125                   (1)       (0.8) %
Canadian Equities:
ADV (matched shares, in millions)                          47.4            
            -                 47.4             - %                   59.3                         -                  59.3           - %
Trading days                                                 63                         -                   63             - %                    125                         -                   125           - %
Net capture (per 10,000 touched shares,
in Canadian dollars) (11)                                 7.782                         -                7.782             - %                  7.425                         -                 7.425           - %
Futures:
ADV (in thousands)                                        214.4                     143.8                 70.6          49.1 %                  234.8                     236.6                 (1.8)       (0.8) %
Trading days                                                 63                        63                    -             - %                    124                       125                   (1)       (0.8) %
Revenue per contract                         $            1.648        $            1.743     $        (0.095)         (5.5) %     $            1.643        $            1.748     $         (0.105)       (6.0) %
Europe:
Equities:
ADNV:
Matched and touched ADNV (in billions)       €              7.3        €              6.3     €            1.0          15.9 %     €              7.4        €              7.7     €           (0.3)       (3.9) %
Market ADNV (in billions)                                  42.0                      40.1                  1.9           4.7 %                   43.4                      45.8                 (2.4)       (5.2) %
Trading days                                                 63                        63                    -             - %                    126                       127                   (1)       (0.8) %
Market share                                               17.4 %                    15.8 %                1.6 %             *                   17.1 %                    16.8 %                 0.3 %           *
Net capture (per matched notional value
in basis points) (12)                                     0.267                     0.248                0.019           7.7 %                  0.275                     0.246                 0.029        11.8 %
EuroCCP:
Trades cleared (13)                                       294.8                         -                294.8             - %                  593.0                         -                 593.0           - %
Fee per trade cleared (14)                   €            0.011       
€                -     €          0.011             - %     €            0.011        €                -                 0.011           - %
Net settlement volume (15)                                  2.4                         -                  2.4             - %                    4.8                         -                   4.8           - %
Net fee per settlement (16)                  €            0.893        €                -     €          0.893             - %                  0.878                         -                 0.878           - %
Global FX:
ADNV (in billions)                           $             32.5        $             31.8     $            0.7           2.2 %     $             34.7        $             37.5     $           (2.8)       (7.5) %
Trading days                                                 65                        65                    -             - %                    128                       129                   (1)       (0.8) %
Global FX (net capture per one million
dollars traded) (17)                                       2.71                      2.77               (0.06)         (2.2) %                   2.68                      2.73                (0.05)       (1.8) %

Average British pound/U.S. dollar
exchange rate                                $            1.397        $            1.241     $          0.156          12.6 %     $            1.388        $            1.261     $           0.127        10.1 %
Average Canadian dollar/U.S. dollar
exchange rate                                $            0.814        $                -     $          0.814             - %     $            0.802        $                -     $           0.802           - %
Average Euro/U.S. dollar exchange rate       $            1.205        $                -     $          1.205             - %     $            1.205        $                -     $           1.205           - %
Average Euro/British pound exchange rate     £            0.862        £ 
          0.887     £        (0.025)         (2.8) %     £            0.868        £            0.874     £         (0.006)       (0.7) %




* Not meaningful




                                       48

  Table of Contents

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       Six Months Ended
                                                 June 30,                June 30,
                                              2021         2020        2021       2020

                                               (in millions)           (in millions)
Revenues less cost of revenues             $     350.6    $ 296.9   $    716.1   $ 655.2
Recent acquisitions:
Acquisition revenues less cost of revenues $    (22.2)    $     -   $   (49.0)   $     -
Organic net revenue                        $     328.4    $ 296.9   $    667.1   $ 655.2



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, deferred tax

re-measurements, and net income allocated to participating securities, net of

the income tax effects of these adjustments. Adjusted earnings does not

represent, and should not be considered as, an alternative to net income, as

determined in accordance with GAAP. We have presented adjusted earnings

because we consider it an important supplemental measure of our performance (5) 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.

Average revenue per contract, for options and futures represents total net (7) transaction fees recognized for the period 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.

(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 order and (10) 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.

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

of trading days.

Net capture per matched notional value refers to transaction fees less (12) 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.

(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

less liquidity payments, if any, divided by the Spot and SEF products of (17) 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.




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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 June 30,
                                                                                2021
                                                     North
                                                   American
                                     Options       Equities        Futures      Europe      Global FX      Corporate      Total
Net income (loss) allocated to
common stockholders                  $  124.7    $        36.6    $    15.3    $    7.3    $       0.3    $    (79.0)    $ 105.2
Interest expense, net                       -                -            -         3.5              -            8.8       12.3
Income tax provision                        -              0.7            -         3.1              -           69.9       73.7
Depreciation and amortization             7.4             18.6          0.7         8.0            5.9              -       40.6
EBITDA                                  132.1             55.9         16.0        21.9            6.2          (0.3)      231.8
Acquisition-related costs                   -              0.6            -           -              -            1.2        1.8
Adjusted EBITDA                      $  132.1    $        56.5    $    16.0

$ 21.9 $ 6.2 $ 0.9 $ 233.6

                                                                    Three Months Ended June 30,
                                                                                2020
                                                     North
                                                   American
                                     Options       Equities        Futures      Europe      Global FX      Corporate      Total
Net income (loss) allocated to
common stockholders                  $   93.4    $        54.5    $     8.3    $    3.5    $       1.1    $    (47.5)    $ 113.3
Interest expense, net                       -                -            -           -              -            7.3        7.3
Income tax provision                        -              1.3            -         2.2              -           39.5       43.0
Depreciation and amortization             7.6             16.4          0.8
        6.7            6.5              -       38.0
EBITDA                                  101.0             72.2          9.1        12.4            7.6          (0.7)      201.6
Acquisition-related costs                 7.5                -            -           -              -            1.9        9.4
Adjusted EBITDA                      $  108.5    $        72.2    $     9.1    $   12.4    $       7.6    $       1.2    $ 211.0





                                                                   Six Months Ended June 30,
                                                                              2021
                                                   North
                                                  American
                                    Options       Equities       Futures     Europe      Global FX     Corporate      Total
Net income (loss) allocated to
common stockholders                 $  252.6    $       80.3    $    32.7    $  15.1    $       1.5    $  (140.2)    $ 242.0
Interest expense, net                      -               -            -        6.9              -          17.7       24.6
Income tax provision                       -             1.9            -        6.6              -         120.9      129.4
Depreciation and amortization           14.8            38.2          1.4  
    15.9           12.3             -       82.6
EBITDA                                 267.4           120.4         34.1       44.5           13.8         (1.6)      478.6
Acquisition-related costs                0.3             0.6            -          -              -           4.3        5.2
Adjusted EBITDA                     $  267.7    $      121.0    $    34.1    $  44.5    $      13.8    $      2.7    $ 483.8

                                                                   Six Months Ended June 30,
                                                                              2020
                                                   North
                                                  American
                                    Options       Equities       Futures     Europe      Global FX     Corporate      Total
Net income (loss) allocated to
common stockholders                 $  236.7    $      102.2    $    35.1    $  10.3    $       4.1    $  (118.1)    $ 270.3
Interest expense (income), net             -               -            -      (0.1)              -          14.7       14.6
Income tax provision                       -             2.5            -        5.1              -          95.5      103.1
Depreciation and amortization           15.3            34.2          1.6  
    13.9           13.5             -       78.5
EBITDA                                 252.0           138.9         36.7       29.2           17.6         (7.9)      466.5
Acquisition-related costs                2.0               -            -          -              -           8.2       10.2
Adjusted EBITDA                     $  254.0    $      138.9    $    36.7    $  29.2    $      17.6    $      0.3    $ 476.7


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


                                                      Three Months Ended        Six Months Ended
                                                          June 30,                 June 30,
                                                       2021         2020        2021        2020
Net income allocated to common stockholders         $    105.2     $ 113.3 
  $  242.0    $  270.3
Amortization                                              30.5        30.0        63.4        62.5
Acquisition-related costs                                  1.8         9.4         5.2        10.2
Tax effect of adjustments                                (7.7)       (9.3)      (15.9)      (16.9)
Deferred tax re-measurements                              17.7           -        17.7           -
Net income allocated to participating securities         (0.1)       (0.1) 
     (0.2)       (0.5)
Adjusted earnings                                   $    147.4     $ 143.3    $  312.2    $  325.6




Revenues

Total revenues for the three months ended June 30, 2021 decreased $67.9 million,
or 7.8%, compared to the same period in 2020, primarily due to a $91.8 million
decrease in regulatory fees as a result of a decline in the Section 31 fee rate.
Total revenues for the six months ended June 30, 2021 increased $21.4 million,
or 1.2%, compared to the same period in 2020, primarily due to increased
transaction and clearing fees as a result of increased market volumes on the
Options exchanges, partially offset by a $127.1 million decrease in regulatory
fees as a result of a decline in the Section 31 fee rate. The following
summarizes changes in revenues for the three and six months ended June 30, 2021
compared to the three and six months ended June 30, 2020 (in millions, except
percentages):


                            Three Months Ended                                       Six Months Ended
                                 June 30,             Increase/     Percent             June 30,             Increase/     Percent
                             2021          2020      (Decrease)     Change          2021         2020       (Decrease)     Change
Transaction and
clearing fees             $    618.2     $  618.3    $     (0.1)      (0.0) %     $ 1,381.4    $ 1,279.8    $     101.6        7.9 %
Access and capacity
fees                            67.1         55.7           11.4       20.5 %         133.5        113.4           20.1       17.7 %
Market data fees                62.8         58.7            4.1        7.0 %         126.6        114.9           11.7       10.2 %
Regulatory fees                 36.9        128.7         (91.8)     (71.3) %         138.4        265.5        (127.1)     (47.9) %
Other revenue                   15.8          7.3            8.5      116.4 %          31.7         16.6           15.1       91.0 %
Total revenues            $    800.8     $  868.7    $    (67.9)      (7.8) %     $ 1,811.6    $ 1,790.2    $      21.4        1.2 %



Transaction and Clearing Fees


Transaction and clearing fees were relatively flat for the three months ended
June 30, 2021 compared to the same period in 2020, primarily due to a 15.3%
decrease in U.S. Equities exchange market ADV, coupled with a 1.8 percentage
point decrease in U. S. Equities exchange market share when compared to the same
period in 2020, partially offset by additional transaction and clearing fees
attributable to EuroCCP and BIDS, which the Company acquired in the third and
fourth quarters of 2020, respectively. Transaction and clearing fees increased
for the six months ended June 30, 2021 compared to the same period in 2020
primarily due to a 39.5% increase in overall options market ADV, including a
22.0% 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 quarters of 2020, respectively, when compared to the same
period in 2020.

Access Capacity Fees
Access and capacity fees increased for the three and six months ended June 30,
2021 compared to the same periods in 2020 primarily due to an increase in
logical port revenue in the Options, Europe, and North American Equities
segments, an increase in physical port revenue in the North American Equities
and Options segments, and an increase in trading floor permits in the Options
segment given the temporary closure of the trading floor in 2020.

Market Data Fees

Market data fees increased for the three and six months ended June 30, 2021
compared to the same periods in 2020. For the three months ended June 30, 2021,
the increase was primarily due to an increase in subscribers and additional
revenue attributed to Trade Alert, which was acquired during the second quarter
of 2020. For the six months

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ended June 30, 2021, the increase was 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 and six months ended June 30, 2021
compared to the same periods in 2020. For the three months ended June 30, 2021,
the decrease was primarily due to a 76.9% decline in the Section 31 fee rate,
from an average rate of $22.10 per million dollars of covered sales for the
three months ended June 30, 2020 to an average rate of $5.10 per million dollars
of covered sales during the three months ended June 30, 2021, partially offset
by higher notional volumes traded on U.S. Equities exchanges. For the six months
ended June 30, 2021, the decrease was primarily due to a 51.8% decline in the
Section 31 fee rate, from an average rate of $21.70 per million dollars of
covered sales for the six months ended June 30, 2020 to an average rate of
$10.50 per million dollars of covered sales during the six months ended June 30,
2021, partially offset by higher notional volumes traded on U.S. Equities
exchanges.

Other Revenue

Other revenue increased for the three and six months ended June 30, 2021 compared to the same periods 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 decreased for the three and six months ended June 30, 2021
compared to the same periods in 2020. The decrease for the three months ended
June 30, 2021 was primarily due to lower Section 31 fees, which decreased $90.2
million, or 75.8%, as a result of a decline in the Section 31 fee rate, as well
as a $37.7 million, or 9.1%, decrease in liquidity payments due to a decrease in
volumes traded on the U.S. Equities exchanges. Cost of revenues decreased for
the six months ended June 30, 2021 compared to the same period in 2020 primarily
due to a $125.7 million decrease in Section 31 fees due to a decline in the
Section 31 fee rate, partially offset by a $71.7 million increase in liquidity
payments due to an increase in volumes traded on the U.S. Equities exchanges.

The following summarizes changes in cost of revenues for the three and six months ended June 30, 2021 compared to the three and six months ended June 30, 2020 (in millions, except percentages):


                          Three Months Ended                                      Six Months Ended
                              June 30,             Increase/     Percent             June 30,             Increase/     Percent
                           2021         2020      (Decrease)     Change          2021         2020       (Decrease)     Change
Liquidity payments      $    377.9     $ 415.6    $    (37.7)      (9.1) % 

$ 879.7 $ 808.0 $ 71.7 8.9 % Routing and clearing 19.9 17.7

            2.2       12.4 %          47.0         33.7           13.3       39.5 %
Section 31 fees               28.8       119.0         (90.2)     (75.8) %         120.7        246.4        (125.7)     (51.0) %
Royalty fees                  20.3        19.4            0.9        4.6 %          40.6         46.8          (6.2)     (13.2) %
Other                          3.3         0.1            3.2    3,200.0 %           7.5          0.1            7.4    7,400.0 %
Total                   $    450.2     $ 571.8    $   (121.6)     (21.3) % 
   $ 1,095.5    $ 1,135.0    $    (39.5)      (3.5) %




Liquidity Payments

Liquidity payments decreased for the three months ended June 30, 2021 compared
to the same period in 2020 primarily due to lower liquidity payments as a result
of a decrease in volumes traded on the U.S. Equities exchanges, partially offset
by an increase in volumes traded on the Options exchanges. Liquidity payments
increased for the six months ended June 30, 2021 compared to the same period in
2020 primarily due to an increase in volumes traded on the Options and U.S.
Equities exchanges.

Routing and Clearing

Routing and clearing fees increased for the three and six months ended June 30,
2021 compared to the same periods in 2020 primarily due to settlement costs
related to EuroCCP, partially offset by a decrease in routed trades in the
North
American Equities segment.

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Section 31 Fees
Section 31 fees decreased for the three and six months ended June 30, 2021
compared to the same periods in 2020. For the three months ended June 30, 2021,
the decrease was primarily due to a 76.9% decline in the Section 31 fee rate,
from an average rate of $22.10 per million dollars of covered sales for the
three months ended June 30, 2020 to an average rate of $5.10 per million dollars
of covered sales during the three months ended June 30, 2021, partially offset
by higher notional volumes traded on U.S. Equities exchanges. For the six months
ended June 30, 2021, the decrease was primarily due to a 51.8% decline in the
Section 31 fee rate, from an average rate of $21.70 per million dollars of
covered sales for the six months ended June 30, 2020 to an average rate of
$10.50 per million dollars of covered sales during the six months ended June 30,
2021, partially offset by higher notional volumes traded on U.S. Equities
exchanges.

Royalty Fees

Royalty fees increased for the three months ended June 30, 2021 compared to the
same period in 2020 primarily due to an increase in trading volume in licensed
products. Royalty fees decreased for the six months ended June 30, 2021 compared
to the same period in 2020 primarily due to a decline in trading volume in
licensed products.

Other Cost of Revenues

Other cost of revenue increased for the three and six months ended June 30, 2021 compared to the same periods in 2020 primarily due to additional interest expense from EuroCCP, which the Company acquired in the third quarter of 2020.

Revenues Less Cost of Revenues


Revenues less cost of revenues increased $53.7 million, or 18.1%, for the three
months ended June 30, 2021 compared to the same period in 2020 primarily due to
a $35.4 million, or 19.1%, increase in transaction and clearing fees less
liquidity payments and routing and clearing costs, and an $11.4 million, or
20.5%, increase in access and capacity fees. Revenues less cost of revenues
increased $60.9 million, or 9.3%, for the six months ended June 30, 2021
compared to the same period in 2020 primarily due to a $20.1 million, or 17.7%,
increase in access and capacity fees, a $16.6 million, or 3.8%, increase in
transaction and clearing fees less liquidity payments and routing and clearing
costs, and an $11.7 million, or 10.2%, increase in market data fees.

The following summarizes the components of revenues less cost of revenues for the three and six months ended June 30, 2021 compared to the three and six months ended June 30, 2020 (in millions, except percentages):


                             Three Months Ended                                   Six Months Ended
                                 June 30,             Increase/     Percent          June 30,            Increase/     Percent
                              2021         2020      (Decrease)     Change        2021        2020      (Decrease)     Change
Transaction and
clearing fees less
liquidity payments and
routing and clearing
costs                      $    220.4    $  185.0    $      35.4       19.1

% $ 454.7 $ 438.1 $ 16.6 3.8 % Access and capacity fees

                             67.1        55.7           11.4       20.5 %      133.5       113.4           20.1       17.7 %
Market data fees                 62.8        58.7            4.1        7.0 %      126.6       114.9           11.7       10.2 %
Regulatory fees, less
Section 31 fees                   8.1         9.7          (1.6)     (16.5) %       17.7        19.1          (1.4)      (7.3) %
Royalty fees                   (20.3)      (19.4)          (0.9)        4.6 %     (40.6)      (46.8)            6.2     (13.2) %
Other                            12.5         7.2            5.3       73.6 %       24.2        16.5            7.7       46.7 %
Revenues less cost of
revenues                   $    350.6    $  296.9    $      53.7       18.1
%   $  716.1    $  655.2    $      60.9        9.3 %



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


Transaction and clearing fees less liquidity payments and routing and clearing
costs ("Net Transaction and Clearing Fees") increased for the three and six
months ended June 30, 2021 compared to the same periods in 2020. The increase
for the three months ended June 30, 2021 was primarily due to a 12.5% increase
in index options ADV, a 12.0% increase in multi-listed options ADV, a 49.1%
increase in Futures ADV, and additional net transaction and clearing fees
attributable to EuroCCP and BIDS, which the Company acquired in the third and
fourth quarters of 2020, respectively. The increase

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for the six months ended June 30, 2021 was primarily due to a 22.0% increase in
multi-listed options ADV and additional net transaction and clearing fees
attributable to EuroCCP and BIDS, which the Company acquired in the third and
fourth quarters of 2020, respectively, partially offset by a 9.5% decrease
in
index options ADV.

Access and Capacity Fees
Access and capacity fees increased for the three and six months ended June 30,
2021 compared to the same periods in 2020 primarily due to an increase in
logical port revenue in the Options, Europe, and North American Equities
segments, an increase in physical port revenue in the North American Equities
and Options segments, and an increase in membership fees in the Options segment
given the temporary closure of the trading floor in the 2020.

Market Data Fees

Market data fees increased for the three and six months ended June 30, 2021
compared to the same periods in 2020. For the three months ended June 30, 2021,
the increase was primarily due to an increase in subscribers and additional
revenue attributed to Trade Alert, which was acquired during the second quarter
of 2020. For the six months ended June 30, 2021, the increase was 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, decreased for the three and six months
ended June 30, 2021 compared to the same periods in 2020. The decrease for the
three months ended June 30, 2021 was primarily due to a decrease in regulatory
fees based on lower reported revenue of customers compared to the same period in
2020. The decrease for the six months ended June 30, 2021 compared to the same
period in 2020 was due to a decrease in fines and assessment fees.

Royalty Fees

Royalty fees increased for the three months ended June 30, 2021 compared to the
same period in 2020 primarily due to an increase in trading volume in licensed
products. Royalty fees decreased for the six months ended June 30, 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 and six months ended June 30, 2021 compared to the same periods in 2020 primarily due to additional net interest income from EuroCCP, which the Company acquired in the third quarter of 2020.

Operating Expenses

Total operating expenses for the three and six months ended June 30, 2021 compared to the same periods in 2020 increased $25.4 million, or 18.8%, and $54.4 million, or 20.4%, respectively, primarily due to increases in compensation and benefits, professional fees and outside services, and technology support services related to acquisitions, partially offset by a decline in acquisition-related costs.



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The following summarizes changes in operating expenses for the three and six
months ended June 30, 2021 compared to the three and six months ended June 30,
2020 (in millions, except percentages):


                                   Three Months Ended                                   Six Months Ended
                                       June 30,             Increase/     Percent          June 30,            Increase/     Percent
                                    2021         2020      (Decrease)    

Change 2021 2020 (Decrease) Change Compensation and benefits $ 67.7 $ 54.9 $ 12.8

23.3 % $ 140.0 $ 108.2 $ 31.8 29.4 % Depreciation and amortization 40.6 38.0

            2.6        6.8 %        82.6       78.5            4.1        5.2 %
Technology support services            16.2        12.5            3.7       29.6 %        33.4       24.4            9.0       36.9 %
Professional fees and outside
services                               22.4        12.3           10.1       82.1 %        38.0       27.2           10.8       39.7 %
Travel and promotional
expenses                                1.9         0.9            1.0      111.1 %         3.5        3.0            0.5       16.7 %
Facilities costs                        5.4         4.1            1.3       31.7 %        10.7        8.2            2.5       30.5 %
Acquisition-related costs               1.8         9.4          (7.6)     (80.9) %         5.2       10.2          (5.0)     (49.0) %
Other expenses                          4.6         3.1            1.5       48.4 %         8.1        7.4            0.7        9.5 %

Total operating expenses $ 160.6 $ 135.2 $ 25.4

 18.8 %   $   321.5    $ 267.1    $      54.4       20.4 %




Compensation and Benefits

Compensation and benefits increased for the three and six months ended June 30,
2021 compared to the same periods in 2020. For the three months ended June 30,
2021, the increase was primarily due to a $13.3 million increase in salaries,
wages, benefits, and bonus expense, including a $7.7 million increase in
compensation expense related to acquisitions and a $1.3 million increase in
benefits due to healthcare rebates received in 2020 that did not recur in 2021,
partially offset by a $1.1 million decrease in benefits due to the adjustment of
deferred compensation plan assets. For the six months ended June 30, 2021, the
increase was primarily due to a $21.7 million increase in salaries, wages, and
bonus expense, including a $14.2 million increase in compensation expense
related to acquisitions, and a $4.4 million increase in equity compensation as a
result of performance share and qualified retirement vesting.

Depreciation and Amortization

Depreciation and amortization increased for the three and six months ended June
30, 2021 compared to the same periods in 2020, primarily due to an increase in
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 and six months ended June
30, 2021 compared to the same periods in 2020, primarily due to increases in
market data support service fees, purchased software, and network and phone
connectivity support services fees related to the acquisitions made in 2020.

Professional Fees and Outside Services


Professional fees and outside services increased for the three and six months
ended June 30, 2021 compared to the same periods in 2020. For the three months
ended June 30, 2021, the increase was primarily due to increases in legal fees
and regulatory costs, as well as an increase in contract services related to the
acquisitions made in 2020. For the six months ended June 30, 2021, the increase
was primarily due to an increase in regulatory costs, as well as increases in
contract services and consulting fees related to the acquisitions made in 2020.

Travel and Promotional Expenses


Travel and promotional expenses increased for the three and six months ended
June 30, 2021 compared to the same periods in 2020. For the three months ended
June 30, 2021, the increase was primarily due to an increase in marketing
expenses. For the six months ended June 30, 2021, the increase was primarily due
to an increase in marketing expenses, partially offset by travel restrictions
implemented in March 2020 in response to the COVID-19 pandemic.



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Facilities Costs

Facilities costs increased for the three and six months ended June 30, 2021 compared to the same periods in 2020, primarily due to an increase in rent expense related to the new headquarters building, the acquisitions made in 2020, and the new trading floor location.

Acquisition-Related Costs

Acquisition-related costs decreased for the three and six months ended June 30,
2021 compared to the same periods in 2020 primarily due to impairment charges
related to facilities recorded in the second quarter of 2020 that did not recur
in 2021, partially offset by an increase in professional fees and other fees.

Other Expenses

Other expenses increased for the three and six months ended June 30, 2021 compared to the same periods in 2020 primarily due to an increase in taxes, licenses and permits.

Operating Income


As a result of the items above, operating income for the three and six months
ended June 30, 2021 was $190.0 million and $394.6 million compared to $161.7
million and $388.1 million, respectively, for same periods in 2020.

Interest Expense, Net

Net interest expense increased for the three and six months ended June 30, 2021
compared to the same periods in 2020 primarily due to commitment fees related to
the EuroCCP Credit Facility entered into in July 2020, as well as additional
interest expense related to the 1.625% Senior Notes issued in the fourth quarter
of 2020.

Other Income, Net

Net other income decreased for the three months ended June 30, 2021 compared to
the same period in 2020 primarily due to a $1.1 million decrease in deferred
compensation plan asset income and dividends. Net other income increased for the
six months ended June 30, 2021 compared to the same period in 2020 primarily due
to a $1.3 million increase in deferred compensation plan asset income and
dividends.

Income Before Income Tax Provision

As a result of the above, income before income tax provision for the three months ended June 30, 2021 was $179.2 million compared to $156.6 million for the same period in 2020, an increase of $22.6 million.


As a result of the above, income before income tax provision for the six months
ended June 30, 2021 was $372.1 million compared to $374.1 million for the same
period in 2020, a decrease of $2.0 million.

Income Tax Provision


The effective tax rate from continuing operations was 41.1% and 27.5% for the
three months ended June 30, 2021 and 2020, respectively, and 34.8% and 27.6% for
the six months ended June 30, 2021 and 2020, respectively. The higher effective
tax rate in 2021 is primarily due to the remeasurement of UK deferred tax
liabilities following the UK tax rate increase from 19% to 25% enacted during
the second quarter and effective April 1, 2023.

Net Income

As a result of the items above, net income for the three months ended June 30,
2021 was $105.5 million compared to $113.6 million for the three months ended
June 30, 2020, a decrease of $8.1 million.

As a result of the items above, net income for the six months ended June 30,
2021 was $242.7 million compared to $271.0 million for the six months ended June
30, 2020, a decrease of $28.3 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                                                  Percentage of
                                                                       of Total                                                       Total
                                                                       Revenues                                                      Revenues
                             Three Months Ended                   Three Months Ended          Six Months Ended                   Six Months Ended
                                  June 30,            Percent          June 30,                  June 30,            Percent        June 30,
                              2021          2020      Change       2021         2020         2021         2020       Change       2021       2020

                                        (in millions, except percentages)                             (in millions, except percentages)
Options                    $    350.0     $  317.6       10.2 %      43.7 %

36.6 % $ 732.4 $ 674.1 8.6 % 40.5 % 37.7 % North American Equities 353.5 490.5 (27.9) % 44.1 %

      56.4 %       879.5        964.2      (8.8) %      48.5 %    53.9 %
Futures                          28.3         21.6       31.0 %       3.5 %        2.5 %        59.9         63.1      (5.1) %       3.3 %     3.5 %
Europe                           55.1         25.3      117.8 %       6.9 %        2.9 %       110.9         58.2       90.5 %       6.1 %     3.2 %
Global FX                        13.9         13.7        1.5 %       1.8 %        1.6 %        28.6         30.6      (6.5) %       1.6 %     1.7 %
Corporate                           -            -          - %         - %          - %         0.3            -      100.0 %         - %       - %
Total revenues             $    800.8     $  868.7      (7.8) %     100.0 %
     100.0 %   $ 1,811.6    $ 1,790.2        1.2 %     100.0 %   100.0 %






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



                           [[Image Removed: Graphic]]






                                                                   Percentage of                                                   Percentage of
                                                                   Total Revenues                                                  Total Revenues
                                                               Less Cost of Revenues                                           Less Cost of Revenues
                          Three Months Ended                     Three Months Ended          Six Months Ended                     Six Months Ended
                               June 30,            Percent           June 30,                   June 30,           Percent           June 30,
                           2021          2020      Change        2021           2020         2021        2020      Change        2021           2020

                                      (in millions, except percentages)                                 (in millions, except percentages)
Options                 $    178.6     $  150.6       18.6 %         50.9 %       50.7 %   $   360.3    $ 339.1        6.3 %         50.3 %       51.8 %
North American
Equities                      89.2         90.6      (1.5) %         25.5 %       30.5 %       185.3      177.2        4.6 %         25.9 %       27.0 %
Futures                       27.4         20.9       31.1 %          7.8 %        7.1 %        58.0       61.0      (4.9) %          8.1 %        9.3 %
Europe                        41.6         21.1       97.2 %         11.9 %        7.1 %        83.7       47.3       77.0 %         11.7 %        7.2 %
Global FX                     13.8         13.7        0.7 %          3.9 %        4.6 %        28.5       30.6      (6.9) %          4.0 %        4.7 %
Corporate                        -            -          - %            - %          - %         0.3          -      100.0 %            - %          - %
Total revenues less
cost of revenues        $    350.6     $  296.9       18.1 %        100.0 %      100.0 %   $   716.1    $ 655.2        9.3 %        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                                                         Percentage
                                                                      of Total                                                           of Total
                                                                      Revenues                                                           Revenues
                       Three Months Ended                        Three Months Ended          Six Months Ended                        Six Months Ended
                            June 30,              Percent             June 30,                   June 30,             Percent           June 30,
                       2021           2020        Change        2021       

2020 2021 2020 Change 2021 2020 Revenues less cost of revenues $ 178.6 $ 150.6 18.6 % 51.0 %

      47.4 %   $  360.3      $ 339.1          6.3 %      49.2 %        50.3 %
Operating
expenses                  53.4          57.2        (6.6) %       15.3 %   

18.0 % 106.4 102.3 4.0 % 14.5 % 15.2 % Operating income $ 125.2 $ 93.4 34.0 % 35.8 %

29.4 % $ 253.9 $ 236.8 7.2 % 34.7 % 35.1 % EBITDA (1)

           $   132.1       $ 101.0         30.8 %       37.7 %    

31.8 % $ 267.4 $ 252.0 6.1 % 36.5 % 37.4 % EBITDA margin (2) 74.0 % 67.1 % *

            *               *         74.2 %       74.3 %          *           *             *


* 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 $28.0 million for the three months
ended June 30, 2021 compared to the three months ended June 30, 2020, primarily
due to a 12.5% increase in index options ADV, a 12.0% increase in multi-listed
options ADV, and an increase in access and capacity fees. For the three months
ended June 30, 2021, operating income for the Options segment increased $31.8
million compared to the three months ended June 30, 2020, primarily due to an
increase in revenues less cost of revenues. Operating expenses decreased $3.8
million for the three months ended June 30, 2021 compared to the three months
ended June 30, 2020, primarily due to a decrease in acquisition-related costs.

Revenues less cost of revenues increased $21.2 million for the six months ended
June 30, 2021 compared to the six months ended June 30, 2020, primarily due to a
22.0% increase in multi-listed options ADV, an increase in access and capacity
fees, an increase in proprietary market data revenue attributable to Trade
Alert, which the Company acquired in the second quarter of 2020, and an increase
in royalty fees, partially offset by a 9.5% decrease in index options ADV. For
the six months ended June 30, 2021, operating income for the Options segment
increased $17.1 million compared to the six months ended June 30, 2020,
primarily due to an increase in revenue less cost of revenues. Operating
expenses increased $4.1 million for the six months ended June 30, 2021 compared
to the six months ended June 30, 2020, primarily due to an increase in
compensation and benefits.

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                                                         Percentage
                                                                       of Total                                                           of Total
                                                                       Revenues                                                           Revenues
                        Three Months Ended                        Three Months Ended          Six Months Ended                        Six Months Ended
                            June 30,               Percent             June 30,                   June 30,             Percent           June 30,
                       2021            2020        Change        2021      

2020 2021 2020 Change 2021 2020 Revenues less cost of revenues $ 89.2 $ 90.6 (1.5) % 25.2 %

       18.5 %   $  185.3      $ 177.2          4.6 %      21.1 %        18.4 %
Operating
expenses                  51.8           34.7         49.3 %       14.7 %  

7.1 % 102.8 72.3 42.2 % 11.7 % 7.5 % Operating income $ 37.4 $ 55.9 (33.1) % 10.6 %

       11.4 %   $   82.5      $ 104.9       (21.4) %       9.4 %        10.9 %
EBITDA (1)           $    55.9        $  72.2       (22.6) %       15.8 %  

14.7 % $ 120.4 $ 138.9 (13.3) % 13.7 % 14.4 % EBITDA margin (2) 62.7 % 79.7 % *

            *               *         65.0 %       78.4 %          *           *             *


* 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 $1.4 million for the three months ended
June 30, 2021 compared to the three months ended June 30, 2020, primarily due to
a 23.8% decrease in volumes traded on our U.S. Equities

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exchanges, partially offset by additional revenue attributable to BIDS, which
the Company acquired in the fourth quarter of 2020. For the three months ended
June 30, 2021, operating income for the North American Equities segment
decreased $18.5 million compared to the three months ended June 30, 2020,
primarily due to an increase in operating expenses. Operating expenses increased
$17.1 million for the three months ended June 30, 2021 compared to the three
months ended June 30, 2020, primarily due to increases in compensation and
benefits and professional fees and outside services, as well as increases in
depreciation and amortization and technology support services as a result of the
BIDS and MATCHNow acquisitions, which the Company completed in the fourth and
third quarters of 2020, respectively.

Revenues less cost of revenues increased $8.1 million for the six months ended
June 30, 2021 compared to the six months ended June 30, 2020, primarily due to
additional revenue attributable to BIDS, which the Company acquired in the
fourth quarter of 2020. For the six months ended June 30, 2021, operating income
for the North American Equities segment decreased $22.4 million compared to the
six months ended June 30, 2020, primarily due to an increase in operating
expenses. Operating expenses increased $30.5 million for the six months ended
June 30, 2021 compared to the six months ended June 30, 2020, primarily due to
increases in compensation and benefits and professional fees and outside
services, as well as increases in depreciation and amortization and technology
support services as a result of the BIDS and MATCHNow acquisitions, which the
Company completed in the fourth and third quarters of 2020, respectively.

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                                                          Percentage
                                                                       of Total                                                            of Total
                                                                       Revenues                                                            Revenues
                        Three Months Ended                        Three Months Ended           Six Months Ended                        Six Months Ended
                            June 30,               Percent             June 30,                   June 30,              Percent           June 30,
                       2021            2020        Change        2021            2020         2021          2020        Change        2021          2020
Revenues less
cost of revenues     $    27.4        $  20.9         31.1 %       96.8 %          96.8 %   $   58.0       $  61.0        (4.9) %      96.8 %        96.7 %
Operating
expenses                  12.1           12.6        (4.0) %       42.8 %          58.3 %       25.2          25.8        (2.3) %      42.1 %        40.9 %
Operating income     $    15.3        $   8.3         84.3 %       54.1 %  
       38.4 %   $   32.8       $  35.2        (6.8) %      54.8 %        55.8 %
EBITDA (1)           $    16.0        $   9.1         75.8 %       56.5 %          42.1 %   $   34.1       $  36.7        (7.1) %      56.9 %        58.2 %
EBITDA margin (2)         58.4 %         43.5 %          *            *    
          *         58.8 %        60.2 %          *           *             *


* 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 $6.5 million for the three months ended
June 30, 2021 compared to the three months ended June 30, 2020, primarily due to
a 49.1% increase in Futures ADV. For the three months ended June 30, 2021,
operating income for the Futures segment increased $7.0 million compared to the
three months ended June 30, 2020, due to higher revenues less cost of revenues.
Operating expenses decreased $0.5 million for the three months ended June 30,
2021 compared to the three months ended June 30, 2020, primarily due to a
decrease in compensation and benefits.

Revenues less cost of revenues decreased $3.0 million for the six months ended
June 30, 2021 compared to the six months ended June 30, 2020, primarily due to a
6.0% decline in Futures revenue per contract. For the six months ended June 30,
2021, operating income for the Futures segment decreased $2.4 million compared
to the six months ended June 30, 2020, due to lower revenues less cost of
revenues. Operating expenses decreased $0.6 million for the six months ended
June 30, 2021 compared to the six months ended June 30, 2020, primarily due to a
decrease in professional fees and outside services.





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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                                                           Percentage
                                                                     of Total                                                             of Total
                                                                     Revenues                                                             Revenues
                      Three Months Ended                        Three Months Ended           Six Months Ended                         Six Months Ended
                          June 30,               Percent             June 30,                   June 30,              Percent            June 30,
                     2021            2020        Change        2021            2020         2021          2020        Change         2021           2020
Revenues less
cost of
revenues           $    41.6        $  21.1         97.2 %       75.5 %          83.4 %   $   83.7       $  47.3         77.0 %        75.5 %        81.3 %
Operating
expenses                28.3           15.7         80.3 %       51.4 %          62.1 %       55.9          32.4         72.5 %        50.4 %        55.7 %
Operating
income             $    13.3        $   5.4        146.3 %       24.1 %          21.3 %   $   27.8       $  14.9         86.6 %        25.1 %        25.6 %
EBITDA (1)         $    21.9        $  12.4         76.6 %       39.7 %          49.0 %   $   44.5       $  29.2         52.4 %        40.1 %        50.2 %
EBITDA margin
(2)                     52.6 %         58.8 %          *            *               *         53.2 %        61.7 %          *             *             *


*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 $20.5 million for the three months
ended June 30, 2021 compared to the three months ended June 30, 2020, primarily
due to additional revenue attributable to EuroCCP, which the Company acquired in
the third quarter of 2020, as well as the exchange rate impact from British
Pounds to U.S. Dollars. For the three months ended June 30, 2021, operating
income for the Europe segment increased $7.9 million compared to the three
months ended June 30, 2020, due to higher revenues less cost of revenues.
Operating expenses increased $12.6 million for the three months ended June 30,
2021 compared to the three months ended June 30, 2020, primarily due to an
increase in compensation and benefits, professional fees and outside services,
and technology support services as a result of the EuroCCP acquisition, as well
as the exchange rate impact from British Pounds to U.S. Dollars.

Revenues less cost of revenues increased $36.4 million for the six months ended
June 30, 2021 compared to the six months ended June 30, 2020, primarily due to
additional revenue attributable to EuroCCP, which the Company acquired in the
third quarter of 2020, as well as the exchange rate impact from British Pounds
to U.S. Dollars. For the six months ended June 30, 2021, operating income for
the Europe segment increased $12.9 million compared to the six months ended June
30, 2020, due to higher revenues less cost of revenues. Operating expenses
increased $23.5 million for the six months ended June 30, 2021 compared to the
six months ended June 30, 2020, primarily due to an increase in compensation and
benefits, professional fees and outside services, and technology support
services as a result of the EuroCCP acquisition, as well as the exchange rate
impact from British Pounds to U.S. Dollars.

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                                                          Percentage
                                                                   of Total                                                            of Total
                                                                   Revenues                                                            Revenues
                    Three Months Ended                        Three Months Ended          Six Months Ended                         Six Months Ended
                        June 30,               Percent            June 30,                   June 30,              Percent            June 30,
                   2021            2020        Change        2021           2020         2021          2020        Change         2021           2020
Revenues less
cost of
revenues         $    13.8        $  13.7          0.7 %      99.3 %         100.0 %   $   28.5       $  30.6        (6.9) %         99.7 %      100.0 %
Operating
expenses              13.4           12.6          6.3 %      96.4 %          92.0 %       26.9          26.5          1.5 %         94.1 %       86.6 %
Operating
income           $     0.4        $   1.1       (63.6) %       2.9 %           8.0 %   $    1.6       $   4.1       (61.0) %          5.6 %       13.4 %
EBITDA (1)       $     6.2        $   7.6       (18.4) %      44.6 %          55.5 %   $   13.8       $  17.6       (21.6) %         48.3 %       57.5 %
EBITDA margin
(2)                   44.9 %         55.5 %          *           *               *         48.4 %        57.5 %          *              *            *


* 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.


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Revenues less cost of revenues increased $0.1 million for the three months ended
June 30, 2021 compared to the three months ended June 30, 2020, primarily due to
a 2.2% increase in Global FX ADNV. For the three months ended June 30, 2021,
operating income for the Global FX segment decreased $0.7 million compared to
the three months ended June 30, 2020, primarily due to an increase in operating
expenses. Operating expenses increased $0.8 million for the three months ended
June 30, 2021 compared to the three months ended June 30, 2020, primarily due to
an increase in compensation and benefits and professional fees and outside
services, partially offset by a decrease in depreciation and amortization.

Revenues less cost of revenues decreased $2.1 million for the six months ended
June 30, 2021 compared to the six months ended June 30, 2020, primarily due to a
7.5% decrease in Global FX ADNV. For the six months ended June 30, 2021,
operating income for the Global FX segment decreased $2.5 million compared to
the six months ended June 30, 2020, primarily due to a decrease in revenues less
cost of revenues. Operating expenses increased $0.4 million for the six months
ended June 30, 2021 compared to the six months ended June 30, 2020, primarily
due to increases in compensation and benefits and professional fees and outside
services, partially offset by a decrease in depreciation and amortization.

Liquidity and Capital Resources

Below are charts that reflect elements of our capital allocation:



                           [[Image Removed: Graphic]]


We expect our cash on hand at June 30, 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, which was later amended and restated on July 1, 2021 (the
"Facility"). The Facility is available to be drawn by EuroCCP towards (a)
financing unsettled amounts in connection with the settlement of transactions in
securities and other items processed through EuroCCP's clearing system and (b)
financing any other liability or liquidity requirement of EuroCCP incurred in
the operation of its clearing system. Borrowings under the Facility are secured
by cash, eligible bonds and eligible equity assets deposited by EuroCCP into
secured accounts. As a result, should the Facility be drawn by EuroCCP it could
potentially impact EuroCCP's liquidity, and we can give no assurance that this
Facility will be sufficient to meet all of such obligations or sufficiently
mitigate EuroCCP's liquidity risk to meet its payment obligations when due.
Additionally, a

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default of the Facility may allow lenders, under certain circumstances, to
accelerate any related drawn amounts and may result in the acceleration of the
Company's other outstanding debt to which a cross-acceleration or cross-default
provision applies, which may limit the Company's liquidity, business and
financing activities. The Facility is expected to terminate on June 30, 2022 and
we may not be able to enter into a replacement facility on commercially
reasonable terms, or at all.

Our long-term cash needs will depend on many factors, including an introduction
of new products, enhancements of current products, the geographic mix of our
business and any potential acquisitions. We believe our cash from operations and
the availability under our Revolving Credit Facility will meet any long-term
needs unless a significant acquisition or acquisitions are identified, in which
case we expect that we would be able to borrow the necessary funds and/or issue
additional shares of our common stock to complete such acquisition(s). In
addition, we do not expect COVID-19 to have a material impact on our liquidity
or capital resources, including cash from operations or uses of cash, or change
our ability to access capital markets in the near term or the foreseeable
future.

Cash and cash equivalents include cash in banks and all non-restricted, highly
liquid investments with original maturities of three months or less at the time
of purchase. Cash and cash equivalents as of June 30, 2021 increased $205.5
million from December 31, 2020, primarily due to results from operations,
proceeds from the term loan modification, and proceeds from available-for-sale
financial investments, partially offset by purchases of available-for-sale
financial investments, cash dividends paid on common stock, and share
repurchases under the share repurchase program. See "Cash Flow" below for
further discussion.

Our cash and cash equivalents held outside of the United States in various
foreign subsidiaries totaled $147.9 million as of June 30, 2021. The remaining
balance was held in the United States and totaled $303.0 million as of June 30,
2021. Our cash and cash equivalents held outside of the United States as of
December 31, 2020 totaled $128.2 million, and is 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 June 30, 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 six months ended June 30, 2021 and 2020, respectively (in millions):


                                                                Six Months Ended
                                                                   June 30,
                                                               2021          2020
Net cash provided by operating activities                   $    721.8    $

488.3

Net cash used in investing activities                           (45.8)     

(191.6)

Net cash used in financing activities                           (94.1)     

(314.9)

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

                                                      (0.3)      

(1.0)

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

                        $    581.6    $   (19.2)


                                                                 As of June 30,
                                                               2021          2020

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

                                   $    450.9    $ 

210.1

Restricted cash and cash equivalents (margin deposits
and clearing funds)                                            1,188.2             -
Total                                                       $  1,639.1    $    210.1




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Net Cash Flows Provided by Operating Activities


During the six months ended June 30, 2021, net cash provided by operating
activities was $479.1 million higher than net income. The variance is primarily
attributed to the increase of $376.1 million of restricted cash and cash
equivalents (margin deposits and clearing funds) for the six months ended June
30, 2021.

Net cash flows provided by operating activities were $721.8 million and $488.3
million for the six months ended June 30, 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 $376.1 million and the
change for Section 31 fees of $31.9 million for the six months ended June 30,
2021 compared to the six months ended June 30, 2020.

Net Cash Flows Used in Investing Activities


Net cash flows used in investing activities were $45.8 million and $191.6
million for the six months June 30, 2021 and 2020, respectively. The variance is
primarily due to acquisitions, net of cash acquired for the six months ended
June 30, 2020, partially offset by purchases of available-for-sale financial
investments for the six months ended June 30, 2021.

Net Cash Flows Used in Financing Activities


Net cash flows used in financing activities for the six months ended June 30,
2021 and 2020 were $94.1 million and $314.9 million, respectively. The variance
is primarily attributed to a decrease in share repurchases, which were $81.3
million and $219.3 million for the six months ended June 30, 2021 and 2020,
respectively, as well as $110.0 million of proceeds from the term loan
modification during the six months ended June 30, 2021.

Financial Assets

The following summarizes our financial assets, excluding margin deposits and clearing funds, as of June 30, 2021 and December 31, 2020 (in millions):


                                           June 30,      December 31,
                                              2021           2020
Cash and cash equivalents                  $    450.9   $         245.4
Financial investments                           118.7              92.4
Less deferred compensation plan assets         (25.6)            (24.5)
Less cash collected for Section 31 fees       (101.4)           (103.0)
Adjusted cash (1)                          $    442.6   $         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 June 30, 2021 and December 31, 2020 (in millions):


                                                     June 30,      December 31,
                                                        2021           2020
Term Loan Agreement                                  $    160.0   $          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        (11.5)           
(16.1)
Total debt                                           $  1,298.5   $       1,203.9



As of June 30, 2021 and December 31, 2020, we were in compliance with the covenants of our debt agreements.


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Table of Contents


In addition to the debt outstanding, as of June 30, 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 $692.6 million available to fund
our operations, capital expenditures, potential acquisitions, debt repayments
and any dividends as of June 30, 2021.

Dividends

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

Share Repurchase Program




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

Under the program, for the three months ended June 30, 2021, the Company repurchased 331,373 shares of common stock at an average cost per share of $101.57, totaling $33.7 million. Since inception of the program through June 30, 2021, the Company has repurchased 18,072,129 shares of common stock at an average cost per share of $68.12, totaling $1.2 billion.

As of June 30, 2021, the Company had $318.9 million of availability remaining under its existing share repurchase authorizations.

Commercial Commitments and Contractual Obligations

As of June 30, 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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