Cboe Global Markets (CBOE) 10-K risk factor changes: FY2020 vs FY2019

We hold exclusive licenses to list securities index options on the S&P 500 Index, the Russell 2000 Index, as well as others, granted to us by the owners of such [removed: indices] [added: indices,] and [removed: based on which we have developed] [added: additionally hold exclusive rights to] our proprietary VIX [removed: methodology.][added: methodology that provides the basis for the creation of VIX options and futures.]

In [removed: 2019,] [added: 2020,] approximately [removed: 64.8%] [added: 58.0%] of our net transaction [added: and clearing] fees (defined below) were generated by futures and index options, the overwhelming majority of which were generated by our exclusively-licensed products (e.g., SPX options) and products based on [removed: the] [added: our proprietary] VIX methodology (e.g., VIX options and futures).

As a result, our [removed: net] revenues [added: less cost of revenues] are dependent in large part on the exclusive licenses we hold for these products and our ability to maintain our exclusive proprietary rights in the VIX methodology and related products and indices.

The [removed: E.U.] [added: EU] has adopted legislation affecting providers and users of benchmark indices in the [removed: E.U.] [added: EU] MiFIR requires benchmarks used to value a financial instrument in the [removed: E.U.] [added: EU] to be made available on a non-discriminatory basis to all [removed: E.U.] [added: EU] trading venues and central counterparty clearing houses for the purposes of trading and clearing.

Further, in 2018, the [removed: E.U.] [added: EU] implemented the [removed: E.U.] [added: EU] Benchmark Regulation, which regulates users, data providers and calculators of benchmarks (“administrators”) in the [removed: E.U.,] [added: EU,] and among other things, prohibits use of benchmarks in connection with a financial instrument unless the administrator is deemed to be subject to an equivalent regulatory regime and the benchmark is registered in an [removed: E.U.] [added: EU] member state.

[removed: Although we and the] index owners have prevailed in legal actions challenging our rights to exclusively license indices, we may be subject [added: to changes in the law or other actions taken in the future that might impede our ability to exclusively offer trading in certain index options and futures.]

The volume of [removed: exchange] [added: trading and clearing] transactions and the demand for our products and services are directly affected by economic, political and market conditions in the U.S., Europe and elsewhere in the world that are beyond our control, including:

| | ● | unforeseen market [removed: closures] [added: closures, suspensions of open outcry trading] or other disruptions in [removed: trading;] [added: trading] and [added: clearing; and] |

| | ● | disruptions due to terrorism, war, extreme weather [removed: events] [added: events, pandemics] or other catastrophes. |

Any of these factors, individually or collectively, could have a material adverse effect on our business, financial condition and operating results by causing a substantial decline in the financial services markets and reducing trading [added: and clearing] volumes and demand for market data.

Cboe Options, C2, BZX, BYX, EDGX, and EDGA are registered national securities exchanges and [removed: self-regulatory organizations (“SROs”),] [added: SROs,] and, as such, are subject to comprehensive regulation by the SEC.

Our European [removed: business is] [added: businesses are] subject to regulatory oversight in the [removed: U.K.] [added: UK] by the FCA and in the Netherlands by the [added: DNB and the] AFM, which, through the “passporting” regime, provides authorization to carry on business in other Member [removed: States of the E.U. and the European Economic Area in accordance with the applicable E.U. legislation and regulation to which our European business is subject.]

While we have entered into agreements under which FINRA, with respect to our options and equities [removed: exchanges, and NFA, with respect to our futures exchange, provide] [added: exchanges provides] certain regulatory services, we retain ultimate responsibility for the regulation of our TPHs and members.

We have begun to perform internally more of the regulatory services that FINRA used to [removed: handle.][added: handle and now perform internally the regulatory functions that NFA previously handled on behalf of CFE.]

Our ability to comply with applicable laws and rules is largely dependent on the establishment and maintenance of appropriate systems and procedures, our ability to attract and retain qualified personnel, the ability of FINRA and [removed: NFA] [added: OCC] to perform under [removed: the] [added: their respective] RSAs, the ability of FINRA [added: and OCC] to transition to us any other potential responsibilities under [removed: its revised RSA,] [added: their respective RSAs,] our ability to complete the new additional responsibilities for regulating our TPHs and members and our oversight of the work done by FINRA and [removed: NFA.][added: OCC.]

If we are unable to compete successfully with respect to the pricing of our services and products, our business, financial condition and operating results may be [added: materially and] adversely affected.

Also, our profits could decline if competitive pressures or regulatory [removed: changes, such as the transaction fee pilot,] [added: changes] force us to reduce fees.

A significant portion of our operating revenues is generated by our [removed: transaction-based] [added: transaction and clearing-based] business.

If the amount of trading volume on our [removed: exchanges] [added: markets or clearing volume] decreases, or the product mix shifts to lower revenue products, our revenues from transaction [added: and clearing] fees will most likely decrease.

In [removed: 2019,] [added: 2020,] approximately [removed: 62.9%] [added: 63.2%] of our [removed: net] revenues [added: less cost of revenues] were generated by our [removed: transaction-based] [added: transaction and clearing-based] business.

If the amount of trading volume on our [removed: exchanges, CFE or] [added: Exchanges, CFE, and MATCHNow,] notional value traded on Cboe FX, Cboe SEF and Cboe Europe Equities exchanges [added: or clearing volumes at EuroCCP] decreases, we are likely to see a decrease in [removed: transaction] fees.

Our total trading [added: or clearing] volumes could decline if our market participants reduce their trading [added: or clearing] activity for any reason, such as:

| | ● | consolidation among market participants; [removed: or] |

If the amount of our trading volume decreases, the mix traded shifts to our lower revenue per contract [removed: products or the transaction fee pilot is implemented,] [added: products,] our revenues from transaction fees will most likely decrease.

The occurrence of any event that reduces the amount of market data fees that we receive, whether as a result of fee reductions, fewer members subscribing to the U.S. tape plans, declines in market share or trading volumes (or notional volume in the case of Cboe Europe Equities) or regulatory [removed: changes,] [added: changes] will have a direct negative impact on our business, financial condition and operating results.

Moreover, market data fees could decline as a result of a reduction in the numbers of market data users, for example because of consolidation among [added: market data subscribers or due to a decline in professional subscriptions as a result of staff reductions in the financial services industry or otherwise.]

[removed: Further,] [added: In addition,] the SEC and some media have scrutinized market data and market access.

In addition, as discussed above, [removed: in January 2020,] the SEC issued [removed: for public comment the Proposed] [added: a final Consolidated Data Plan] Order that would require U.S. equities exchanges and FINRA to develop and file a new consolidated data plan.

If [removed: a final order] [added: the Consolidated Data Plan Order] were to be [removed: issued,] [added: implemented,] it may have a negative impact on the market data fees we charge and there could be a negative impact on our revenues.

As [added: European] regulators determine how market data should be disaggregated and what is a reasonable commercial basis for providing market data, it could affect our ability to offer market data products in the same manner that we do today thereby causing an adverse effect on our European market data revenues.

Changes in regulation by the SEC, CFTC, FCA, [added: DNB,] AFM, [added: IIROC, OSC,] foreign regulators or other government action, including SEC approval of rule filings by other SROs or entities, including OCC, could materially affect our [removed: markets.][added: markets and clearinghouse.]

We have also [removed: experienced] [added: experienced, and we may also experience due to the recent elections and changes in administrations in the U.S.,] an increase in rulemaking and legislation that could affect our business.

[removed: In] November 2019, the Board of Governors of the Federal Reserve, the Federal Deposit Insurance Corporation, and the Office of the Comptroller of the Currency approved replacing CEM with a more risk-sensitive calculation method known as the standardized approach to counterparty credit risk (“SA-CCR”), which is expected to reduce capital requirements associated with the clearing of listed options.

Banks [added: subject to the November 2019 Final Rule] are required to adopt SA-CCR by January 1, [removed: 2022,] [added: 2022] but [removed: may] [added: have been able to] do so [removed: as early as] [added: since] April 1, 2020.

[added: See Note] 24 (“Commitments, Contingencies, and Guarantees—Legal Proceedings”) for more information.

To the extent the SEC adopts [added: additional] regulatory changes related to market data and access and capacity, [removed: such as the Proposed Order,] our business, financial condition and operating results could be negatively impacted.

The transaction fee pilot [added: or a successor] may cause Cboe’s equities exchanges, BZX, BYX, EDGX, and EDGA, to require additional resources to comply with or challenge the transaction fee pilot [added: or a successor] and it may have a material impact on our business, financial condition and operating results if, for example, shifts in order flow away from exchanges were to occur.

Under [removed: E.U.] [added: EU] regulations, European banks and other European financial institutions become subject to punitive capital charges if they transact options or futures through a non-qualifying clearinghouse.

OCC, our clearinghouse for options and futures, is not currently recognized as a qualified clearinghouse by the [removed: E.U.;] [added: EU;] however, the OCC is working with the [removed: E.U.] [added: EU] to qualify as a foreign clearinghouse equivalent.

As a prerequisite to becoming qualified, OCC could be required by the [removed: E.U.] [added: EU] to contribute significant capital to its default waterfall applicable in the event of clearing member default.

Summary of Risk Factors

The following is a summary of the key risks and uncertainties described below that we believe are material to us at this time:

| | ● | the impact of the COVID-19 pandemic, including changes to trading behavior broadly in the market; |

| | ● | the loss of our right to exclusively list and trade certain index options and futures products; |

| | ● | economic, political and market conditions; compliance with legal and regulatory obligations; |

| | ● | price competition and consolidation in our industry; |

| | ● | decreases in trading or clearing volumes, market data fees or a shift in the mix of products traded on our exchanges; |

| | ● | legislative or regulatory changes; |

| | ● | our ability to protect our systems and communication networks from security risks, cybersecurity risks, insider threats and unauthorized disclosure of confidential information; |

| | ● | increasing competition by foreign and domestic entities; |

| | ● | our dependence on and exposure to risk from third parties; |

| | ● | fluctuations to currency exchange rates; |

| | ● | our index providers’ ability to maintain the quality and integrity of their indices and to perform under our agreements; |

| | ● | our ability to operate our business without violating the intellectual property rights of others and the costs associated with protecting our intellectual property rights; |

| | ● | our ability to attract and retain skilled management and other personnel; |

| | ● | our ability to minimize the risks, including our credit and default risks, associated with operating a European clearinghouse; |

| | ● | our ability to accommodate trading and clearing volume and transaction traffic, including significant increases, without failure or degradation of performance of our systems; |

| | ● | misconduct by those who use our markets or our products or for whom we clear transactions; |

| | ● | challenges to our use of open source software code; |

| | ● | our ability to meet our compliance obligations, including managing potential conflicts between our regulatory responsibilities and our for-profit status; |

| | ● | our ability to maintain BIDS Trading as an independently managed and operated trading venue, separate from and not integrated with our registered national securities exchanges; |

| | ● | damage to our reputation; |

| | ● | the ability of our compliance and risk management methods to effectively monitor and manage our risks; |

| | ● | our ability to manage our growth and strategic acquisitions or alliances effectively; |

| | ● | restrictions imposed by our debt obligations and our ability to make payments on or refinance our debt obligations; |

| | ● | our ability to maintain an investment grade credit rating; and |

| | ● | impairment of our goodwill, long-lived assets, investments or intangible assets. |

Risks Relating to Our Business

The COVID-19 pandemic and its effects could have a material adverse effect on our business, financial condition, operating results and cash flows.

On March 11, 2020, the World Health Organization declared COVID-19 a global pandemic.

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 are uncertain and cannot be accurately predicted.

Governments, public institutions, and other organizations around the world have taken, and may take additional, emergency measures to combat its spread, including rollouts of vaccinations, implementation of travel

bans and closures of offices, factories, schools, public buildings and businesses.

These measures may interfere with the ability of our employees, vendors, technology equipment suppliers, data and disaster recovery centers, and other service providers to perform their respective responsibilities and obligations relative to the conduct of our business.

In particular, between March 13, 2020 and June 14, 2020, we temporarily suspended open outcry trading in response to COVID-19.

In addition to uncertain expenses we may incur due to COVID-19 as part of us providing a safe and healthy work and trading environment, employees working remotely from different locations and in connection with our eventual return to our offices, we may also be subject to claims from employees or customers alleging failure to maintain safe premises and restrictions with respect to protocols relating to COVID-19.

Further, changes in trading behavior, impacts to trading behavior due to the temporary suspension of open outcry trading, market disruptions, additional temporary suspensions of open outcry trading, temporary regulatory measures and other future developments caused by the effects of COVID-19, including a re-occurrence of cases, could impact trading volumes and the demand for our products, market data and services, which could have a material adverse effect on our business, financial condition, operating results and cash flows and could heighten many of the other risks described below.

Although we and the

Similarly, EDGX offers a “cross-asset tier” that gives a reduced fee for volume on both the EDGX equities and options platforms.

| | ● | suspensions of open outcry trading; or |

to changes in the law or other actions taken in the future that might impede our ability to exclusively offer trading in certain index options and futures.

market data subscribers or due to a decline in professional subscriptions as a result of staff reductions in the financial services industry or otherwise.

Specifically, the Securities Industry and Financial Markets Association (“SIFMA”) has filed a number of denial of access applications with the SEC to set aside proposed rule changes to establish or modify fees for our market data products, access and capacity fees and related services.

An adverse ruling in these matters or additional scrutiny could cause the SEC to more closely examine exchange market data and access and capacity fees, which in turn could result in our having to reduce the fees we charge for market data and access and capacity and there could be a negative impact on our revenues.

See Note

For example, in 2018, we discovered and in 2018 and 2019 we investigated an incident involving a suspected theft of computer servers and networking devices.

We also maintain and continue to enhance policies, procedures and controls for tracking and appropriately disposing of technology equipment hardware during technology updates and around the protection of our computer systems and communications networks.

See “Business – Competition.”

In addition, misconduct, or market or product manipulation by, or failures of,

| | | such as payment and settlement systems. E.U. law is also the framework for mutual recognition of bank recovery and resolution regimes. |

If the SEC or CFTC delays, including

For example, in 2019, we entered into a definitive agreement to acquire all of the outstanding shares of stock of EuroCCP, other than the shares of EuroCCP already owned by us (the “Transaction”).

The Transaction, which we plan to fund with cash on hand, is expected to close in the first half of 2020 and is subject to the satisfaction or waiver of conditions precedent including (i) the receipt of required regulatory clearances and approvals and (ii) the successful implementation of a supporting Euro 1.5 billion committed syndicated credit liquidity facility at the EuroCCP clearing entity level.

Additionally, in February 2020, we acquired Hanweck Associates, LLC (“Hanweck”), a real-time risk analytics company based in New York, and the business of FT Providers, LLC, a portfolio management platform provider based in Chicago, commonly referred to as FT Options (“FT”).

In addition, Cboe Europe currently owns 20% of EuroCCP, which is one of three interoperable central counterparties used to clear trades conducted on

Cboe Europe.

Likewise, notwithstanding the pending Transaction, if EuroCCP were to experience financial difficulties, Cboe Europe might effectively be required to inject further capital into EuroCCP in order to maintain sufficient working or regulatory capital.

_A detailed comparison of the Company’s [removed: 2018] [added: 2019] operating results to its [removed: 2017] [added: 2018] operating results can be found in the Management’s Discussion and Analysis of Financial Condition and Results of Operations section in the Company’s [removed: 2018] [added: 2019] Annual Report on Form 10-K filed February [removed: 22, 2019 at www.sec.gov._][added: 21, 2020 at_ _www.sec.gov__._]

Cboe Global Markets, Inc. [added: (“Cboe” or “the Company”)] is one of the world’s largest exchange holding companies, offering cutting-edge trading and investment solutions to investors around the world.

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

Cboe’s subsidiaries include the largest options exchange and the third largest stock exchange operator in the U.S. In addition, the Company operates one of the largest [removed: equities] stock exchanges by value traded in [removed: Europe] [added: Europe,] and [added: owns EuroCCP, a leading pan-European equities clearinghouse, MATCHNow, a leading equities ATS in Canada, and as of December 31, 2020, BIDS Trading, the leading block-trading ATS by volume in the U.S. Cboe also] is a leading market globally for ETP listings and trading.

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

The Company reports five business segments: Options, [removed: U.S.] [added: North American] Equities, Futures, European Equities, and Global FX.

Options. [removed: Our options] [added: The Options] segment includes listed options on market indices (“index options”), [removed: mostly on an exclusive basis,] as well as on [removed: non-exclusive “multi-listed” options, such as options on] the stocks of individual corporations (“equity options”) and options on ETPs, such as exchange-traded funds (“ETFs”) and exchange-traded notes [removed: (“ETNs”).][added: (“ETNs”), which are “multi-listed” options and listed on a non-exclusive basis.]

These options trade on Cboe Options, [removed: C2, BZX,] [added: C2 Options, BZX Options,] and [removed: EDGX.][added: EDGX Options, all U.S. national security exchanges.]

[removed: Cboe Options is our] [added: Company’s] primary options market and offers trading in listed options through a single [removed: system, known as our Hybrid trading model, which] [added: system that] integrates electronic trading and traditional open outcry trading on [removed: our] [added: the Cboe Options] trading floor in Chicago.

[removed: C2, BZX,] [added: C2 Options, BZX Options,] and EDGX [added: Options] are [removed: our] 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 [removed: U.S.] [added: consolidated] tape [removed: plan,] [added: plans,] the [removed: sale] [added: licensing] of proprietary [added: options] market data, index licensing, and access and capacity services.

[removed: U.S. Equities. The] [added: North American Equities (formerly] U.S. [added: Equities). The North American] Equities segment includes listed [added: U.S.] equities and ETP transaction services that occur on [removed: BZX, BYX, EDGX,] [added: fully electronic exchanges owned] and [removed: EDGA.][added: 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.]

[removed: This] [added: 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 [removed: U.S.] [added: consolidated] tape plans, the [removed: sale] [added: licensing] of proprietary [added: equities] market data, routing services, access and capacity services and advertising activity from ETF.com.

Futures. [removed: Our] [added: The] Futures segment includes [added: transaction services provided by] the [removed: business of our] [added: Company’s fully electronic] futures exchange, CFE, which includes offerings for trading VIX futures and other futures products, [removed: as well as revenue generated from] the [removed: sale] [added: licensing] of proprietary market [removed: data and from] [added: data, as well as] access and capacity services.

European Equities. The European Equities segment includes the pan-European listed equities transaction services, ETPs, exchange traded commodities, and international depository receipts that [removed: occur] [added: are hosted] on MTFs operated by Cboe Europe Equities.

Cboe NL, launched in October 2019, operates similar business functionality [added: to] that [removed: is] offered by Cboe Europe, [removed: other than LIS,] and provides for trading only in European Economic Area symbols.

Cboe Europe Equities also includes revenue generated from the [removed: sale] [added: licensing] of proprietary market data and from access and capacity services.

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

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, [added: tax policies,] central bank policies and changing technology, particularly in the financial services industry.

[removed: Our] [added: 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 in listed equity securities and ETPs in both [removed: the U.S.] [added: North America] and Europe, [added: clearing] volumes in listed equity [added: securities and ETPs in Europe, volumes in listed equity] options, and volumes in institutional FX trading; |

| | ● | the demand for [added: 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; |

| | ● | significant fluctuations in foreign currency translation rates or weakened value of [removed: currencies resulting from Brexit;] [added: currencies;] and |

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

Transaction [added: and Clearing] Fees

These fees can be variable based on trade volume tiered [removed: discounts, however] [added: discounts; however,] as all tiered discounts are calculated monthly, the actual discount is recorded on a monthly basis.

Transaction [added: and clearing] fees, as well as any tiered volume discounts, are calculated and billed monthly in accordance with the Company’s published fee schedules.

Facilities, systems services and other fees are generally monthly [removed: fee-based, although certain services are influenced by trading volume or other defined metrics, while others are based solely on demand.][added: fee-based.]

All [added: access and capacity] fees associated with the trading floor are recognized in the Options segment.

U.S. tape plan market data is recognized in the [removed: U.S.] [added: North American] Equities and Options segments.

Consistent with industry practice, the fees charged to customers are based on the fee set by the SEC per notional value of [removed: the transaction] [added: U.S. Equities exchange transactions and per round turn of Options transactions] executed on the Company’s [removed: markets.][added: U.S.]

These fees are calculated and billed monthly and are recognized in the [removed: U.S.] [added: North American] Equities and Options segments.

Regulatory fees also include the options regulatory fee (“ORF”) [removed: charged to customers] which supports the Company’s regulatory oversight function in the Options segment, [removed: as well as] [added: along with] other miscellaneous regulatory [removed: fees and fines,] [added: fees,] and [removed: cannot] [added: neither can] be used for non-regulatory purposes.

Other revenue primarily includes among other items, revenue from various licensing agreements, [added: interest income from clearing operations,] all fees related to the trade reporting facility operated in the European Equities segment, and revenue associated with advertisements through the Company’s [removed: website.][added: websites.]

BYX and EDGA offer a pricing model [removed: pursuant to which] [added: where] we rebate liquidity takers for executing against an order resting on our book, which is also recorded as a cost of revenue.

The service affords exchange order flow providers an opportunity to obtain the best available execution price and may also result in cost [added: benefits to those clients.]

[removed: Stock-based compensation is] a non-cash expense related to equity awards.

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

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, [added: 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 consist primarily of consulting services, which [removed: include:] [added: include] supplemental staff activities primarily related to systems development and maintenance, legal, regulatory and audit, and tax advisory services.

INTRODUCTION

Management’s Discussion and Analysis of Financial Condition and Results of Operations is organized as follows:

| | ● | Executive Summary – Includes an overview of the Company’s business; a description of notable recent developments, current economic, competitive and regulatory trends relevant to our business; the Company’s current business strategy; and the Company’s primary sources of operating and non-operating revenues and expenses. |

| | ● | Results of Operations – Includes an analysis of the Company’s 2020 and 2019 financial results and a discussion of any known events or trends which are likely to impact future results. |

| | ● | Liquidity and Capital Resources – Includes a discussion of the Company’s future cash requirements, capital resources, and financing arrangements. |

| | ● | Critical Accounting Policies – Provides an explanation of accounting policies which may have a significant impact on the Company’s financial results and the estimates, assumptions and risks associates with those policies. |

| | ● | Recent Accounting Pronouncements – Includes an evaluation of recent accounting pronouncements and the potential impact of their future adoption on the Company’s financial results. |

EXECUTIVE SUMMARY

Recent Developments

Acquisitions of Hanweck, FT Options and Trade Alert

On February 3, 2020, the Company purchased Hanweck Associates, LLC (“Hanweck”) and the assets of FT Providers, LLC (“FT Options”).

Hanweck is a real-time risk analytics company based in New York.

FT Options is a portfolio management platform provider based in Chicago.

Both companies are providers of risk analytics market data and included in the Company’s Options segment.

Additionally, on June 1, 2020, the Company purchased the assets of Trade Alert, LLC (“Trade Alert”), a real-time alerts and order flow analysis service provider included in the Company’s Options segment.

Hanweck, FT Options, and TradeAlert are being integrated with Cboe Information Solutions’ comprehensive suite of data solutions, analytics and indices that help market participants understand and access financial markets.

See Note 5 (“Acquisitions”) for more information.

Chicago Trading Floor

On March 13, 2020, the Cboe Options trading floor was temporarily closed and transitioned to all-electronic trading mode as a precautionary measure to reduce the risk of COVID-19.

The Cboe Options trading floor reopened on June 15, 2020 and is accommodating open-outcry trading activity with a modified floor layout, with stringent health and safety protocols in place for the well-being of the trading floor community, which includes Cboe associates and trading permit holders.

Acquisition of EuroCCP

On July 1, 2020, the Company completed the acquisition of the remaining 80% interest in EuroCCP which is included in the Company’s European Equities segment.

EuroCCP is a European equities central counterparty that provides post-trade services to stock exchanges, MTFs and for over-the-counter trades.

EuroCCP clears equities from eighteen European markets and from the United States, as well as Depositary Receipts, ETFs, and exchanged traded currencies.

In connection with the acquisition, EuroCCP put in place a committed revolving credit facility of up to €1.5 billion, see Note 13 (“Debt”) for more information.

Acquisition of MATCHNow

On August 4, 2020, the Company completed the acquisition of MATCHNow, one of the largest equities ATSs in Canada, which is included in the Company’s North American Equities segment.

MATCHNow is a Canadian marketplace that offers execution for institutional, proprietary, and retail orders by combining frequent call matches and continuous execution opportunities in a fully confidential trading book.

See Note 5 (“Acquisitions”) for more information.

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 BIDS ATS is not a registered national securities exchange or a facility thereof.

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 other geographies beyond the U.S.

Cboe Options is the

There was a temporary suspension of open outcry trading between March 13, 2020 and June 14, 2020 in response to the COVID-19 pandemic.

This segment was previously referred to as the U.S. Equities segment, but has been updated as a result of the acquisition of MATCHNow, which provides Canadian equities and other transaction services.

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.

It also includes the ETP listings business on RMs and clearing activities of EuroCCP.

It also includes the listings business where ETPs can be listed on RMs.

In contrast, many of the largest customers of our transactional businesses continue to adapt their business models as they address the implementation of regulatory changes initiated following the global financial crisis.

The Company also pays liquidity payments to customers based on its published fee schedules.

The Company uses these payments to improve the liquidity on its markets and therefore recognizes those payments as a cost of revenue.

benefits to those clients.

| Total revenues | ​ | $ | 2,496.1 | ​ | $ | 2,768.8 | ​ | $ | (272.7) | ​ | (9.8) | % |

| Operating income | | ​ | 537.2 | | ​ | 599.4 | | ​ | (62.2) | | (10.4) | % |

| Net income | ​ | $ | 370.8 | ​ | $ | 425.2 | ​ | $ | (54.4) | | (12.8) | % |

| EBITDA(1) | ​ | $ | 715.8 | ​ | $ | 810.3 | ​ | $ | (94.5) | | (11.7) | % |

| Adjusted EBITDA(1) | ​ | $ | 784.1 | ​ | $ | 840.4 | ​ | $ | (56.3) | | (6.7) | % |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| ​ | 2018 | | | | | | | | | | | | | |

| Net income (loss) allocated to common stockholders | $ | 267.5 | $ | 120.5 | $ | 42.7 | $ | 19.2 | $ | (11.8) | $ | (16.0) | $ | 422.1 |

| Interest | | (0.5) | | — | | — | | (0.2) | | — | | 38.9 | | 38.2 |

| Income tax provision (benefit) | | 132.7 | | 19.5 | | 42.8 | | 4.8 | | 0.1 | | (53.9) | | 146.0 |

| Depreciation and amortization | | 46.4 | | 87.1 | | 2.2 | | 31.3 | | 34.6 | | 2.4 | | 204.0 |

| EBITDA | | 446.1 | | 227.1 | | 87.7 | | 55.1 | | 22.9 | | (28.6) | | 810.3 |

| Acquisition-related costs | | 15.4 | | — | | — | | 1.5 | | 0.1 | | 13.0 | | 30.0 |

| Change in fair value of contingent consideration | ​ | — | ​ | — | ​ | — | ​ | — | ​ | 0.1 | ​ | — | ​ | 0.1 |

| Adjusted EBITDA | $ | 461.5 | $ | 227.1 | $ | 87.7 | $ | 56.6 | $ | 23.1 | $ | (15.6) | $ | 840.4 |

| Amortization of acquired intangible assets | ​ | | 138.5 | ​ | | 160.6 |

| Change in fair value of contingent consideration | ​ | ​ | — | ​ | ​ | 0.1 |

| Tax provision re-measurements | ​ | ​ | — | ​ | ​ | (0.4) |

| Total contracts | ​ | | 7.3 | ​ | ​ | 7.9 | ​ | ​ | (0.6) | | (7.6) | % |

| Market ADV | ​ | | 19.4 | ​ | ​ | 20.5 | ​ | ​ | (1.1) | | (5.4) | % |

| Market share | ​ | ​ | 37.7 | % | ​ | 38.5 | % | ​ | (0.8) | % | ​ | * |

| ADV (in thousands) | ​ | ​ | 249.0 | ​ | ​ | 300.0 | ​ | ​ | (51.0) | ​ | (17.0) | % |

| ADNV (in billions) | ​ | $ | 32.3 | ​ | $ | 37.4 | ​ | $ | (5.1) | | (13.6) | % |

Total revenues for the year ended December 31, 2019 decreased $272.7 million, or 9.8%, compared to the prior period primarily due to a $270.7 million, or 13.6% decrease in transaction fees as a result of a decline in overall market volumes across all segments.

| Transaction fees | ​ | $ | 1,716.2 | ​ | $ | 1,986.9 | ​ | $ | (270.7) | ​ | (13.6) | % |

| Regulatory fees | ​ | ​ | 311.7 | ​ | ​ | 333.9 | ​ | ​ | (22.2) | ​ | (6.6) | % |

| Other revenue | ​ | ​ | 32.8 | ​ | ​ | 33.0 | ​ | ​ | (0.2) | ​ | (0.6) | % |

Transaction fees decreased for the year ended December 31, 2019 compared to the same period in 2018, primarily due to a 2.1% point decline in market share and a 4.1% decline in market ADV within the U.S. Equities segment, and a 5.4% decline in overall options market ADV, including a 13.6% decrease in index options ADV.

Also contributing to the decline was an 18.5% decrease in European Equities ADNV, coupled with a 2.1% point decline in market share, partially offset by an 18.2% increase in net capture, as well as a 17.0% decline in Futures ADV.

Other revenue was relatively flat for the year ended December 31, 2019 compared to the same period in 2018.

| Liquidity payments | ​ | $ | 964.7 | ​ | $ | 1,113.0 | ​ | $ | (148.3) | ​ | (13.3) | % |

| Section 31 fees | ​ | ​ | 271.4 | ​ | ​ | 302.4 | ​ | ​ | (31.0) | ​ | (10.3) | % |

| Royalty fees | ​ | ​ | 86.8 | ​ | ​ | 97.4 | ​ | ​ | (10.6) | ​ | (10.9) | % |

| Other | ​ | | 0.5 | ​ | | — | ​ | | 0.5 | ​ | 100.0 | % |

Our operations in [removed: Europe] [added: Europe, Canada] and Asia are subject to increased currency translation risk as revenues and expenses are denominated in foreign currencies, primarily the British pound, [added: Canadian dollar,] Singapore dollar, Hong Kong dollar, and the Euro.

For the year ended December 31, [removed: 2019,] [added: 2020,] our exposure to foreign-denominated revenues and expenses is presented by primary foreign currency in the following table:

| ​ | ​ | Year Ended | | | | [removed: ​] | [added: | | | | |]

| ​ | ​ | [added: British |] ​ | ​ | [removed: ​] [added: ​] | [removed: British] [added: ​] | ​ | [added: ​ | ​ | Canadian | |]

| ​ | | [removed: Euro] [added: Pound] (1) | | ​ | [removed: Pound] [added: ​ | Euro] (1) | ​ | [added: ​ | | Dollar (1) | |]

| ​ | | (in millions, except | | | | [added: | | | | |] ​ |

| ​ | | percentages) | | | | [added: | | | | |] ​ |

| Foreign denominated % of: | ​ | ​ | ​ | ​ | ​ | ​ | [added: ​ | ​ | ​ | ​ | ​ |]

| Revenues | [removed: ​] [added: $] | [removed: 0.3] [added: 5.4] | [removed: %] [added: ​] | ​ | [added: $ |] 4.0 | [removed: %] [added: ​] | [added: ​ | $ | 0.3 | ​ |]

| Operating expenses | ​ | [removed: 0.2] [added: 2.8] | [removed: %] [added: ​] | ​ | [removed: 5.5] [added: ​] | [removed: %] [added: 2.2] | [added: ​ | ​ | ​ | 0.2 | ​ |]

| Impact of 10% adverse currency fluctuation on: | ​ | ​ | ​ | ​ | ​ | ​ | [added: ​ | ​ | ​ | ​ | ​ |]

| [removed: Revenues] [added: Cost of revenues] | [removed: $] [added: ​] | [removed: 0.3] [added: 0.6] | [added: % |] ​ | [removed: $] [added: ​] | [removed: 4.3] [added: 0.3] | [added: % |] ​ | [added: ​ | — | % |]

| (1) | An average foreign exchange rate to the U.S. dollar for the period was used. [added: See Item 7 (“Management’s Discussion and Analysis”) for the table summarizing the changes in certain operational and financial metrics for more information.] |

Our investment in European [added: and Canadian] operations is exposed to volatility in currency exchange rates through translation of our net assets or equity to U.S. dollars.

The translation of these non-U.S. dollar statements of financial condition into U.S. dollars for consolidated reporting results in a cumulative translation adjustment, which is recorded in accumulated other comprehensive [removed: loss (income)] [added: income (loss)] within stockholders' equity on our consolidated balance sheet.

Our primary exposure to this equity risk as of December 31, [removed: 2019] [added: 2020] is presented by foreign currency in the following table:

| ​ | ​ | British | | [added: ​ | ​ | | ​ | Canadian | |]

| ​ | | (in millions) | | [added: ​ | (in millions) | | ​ | (in millions) | |]

| Impact on consolidated equity of a 10% adverse currency fluctuation | | ​ | [removed: 72.8] [added: 69.5] | [added: ​ | ​ | 8.5 | ​ | ​ | 14.3 |]

| (1) | Converted to U.S. dollars using the foreign exchange rate of British pounds per U.S. [removed: dollar] [added: dollar, Euros per U.S. dollar, and Canadian dollars per U.S. dollar, respectively,] as of December 31, [removed: 2019.] [added: 2020.] |

We do not have counterparty credit risk with respect to trades matched on our exchanges in the [removed: U.S.] [added: U.S., Canada,] and Europe.

With respect to listed equities, we deliver matched trades of our customers to the [removed: NSCC] [added: National Security Clearing Corporation (“NSCC”)] without taking on counterparty risk for those trades.

As of December 31, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] our cash and cash equivalents and financial investments were [removed: $300.3] [added: $337.8] million and [removed: $310.8] [added: $300.3] million, respectively, of which [removed: $85.1] [added: $128.0] million and [removed: $72.9] [added: $85.1] million is held outside of the United States in various foreign subsidiaries in [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] respectively.

[added: Due to the nature of these investments, we have not been exposed to, nor do we] anticipate being exposed to, material risks due to changes in interest rates, assuming no change in the amount or composition of our cash and cash equivalents and financial investments.

As of December 31, [removed: 2019,] [added: 2020,] we had [removed: $875.0] [added: $1,203.9] million in outstanding debt, of which [removed: $650.0] [added: $1,135.2] million relates to our Senior Notes, which bear interest at fixed interest rates.

The remaining [removed: amount] [added: amounts] outstanding of [removed: $225.0] [added: $68.7] million relates to the Term Loan Agreement, which bears interest at fluctuating rates and, therefore, subjects us to interest rate risk.

A hypothetical 100 basis point increase in interest rates relating to the amounts outstanding under the Term Loan Agreement as of December 31, [removed: 2019] [added: 2020] would decrease annual pre-tax earnings by [removed: $2.3] [added: $0.7] million, assuming no change in the composition of our outstanding indebtedness.

We are also exposed to changes in interest rates as a result of borrowings under our Revolving Credit [removed: Agreement,] [added: Agreement and the EuroCCP Credit Facility,] as [removed: this facility bears] [added: these facilities bear] interest at fluctuating rates.

As of December 31, [removed: 2019,] [added: 2020,] there were no outstanding borrowings under our Revolving Credit [removed: Agreement.][added: agreement and no outstanding borrowings under the EuroCCP Credit Facility.]

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| ​ | ​ | December 31, 2020 | | | | | | | | | |

| | | | | | | | | | | | |

| Revenues | ​ | 1.8 | % | ​ | ​ | 0.9 | % | ​ | ​ | 0.1 | % |

| Operating expenses | ​ | 4.9 | % | ​ | ​ | 2.9 | % | ​ | ​ | 0.4 | % |

| Cost of revenues | ​ | 1.3 | ​ | ​ | ​ | 0.9 | ​ | ​ | ​ | — | ​ |

The assets and liabilities of our Canadian business are denominated in Canadian dollars.

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| ​ | | Pound (1) | | ​ | Euro (1) | | ​ | Dollars (1) | |

| Net equity investment in Cboe Europe Limited, EuroCCP, and MATCHNow | | $ | 694.8 | ​ | $ | 84.7 | ​ | $ | 143.4 |

​

With respect to Canadian equities, we deliver matched trades of our customers to The Canadian Depository for Securities, which acts as a central counterparty on all transactions occurring on MATCHNow and, as such, guarantees clearance and settlement of all of our matched Canadian equities trades.

The BIDS Trading ATS platform delivers matched trades to BofA Securities, Inc., which delivers the matched trades to the NSCC.

As a result of the acquisition of EuroCCP on July 1, 2020, the Company is exposed to further credit risk through our clearing operations.

EuroCCP holds material amounts of clearing participant collateral, both cash and non-cash deposits, which are held or invested primarily to provide security of capital while minimizing credit risk as well as liquidity and market risks.

The following is a summary of the risks associated with these deposits and how these risks are mitigated:

- _Credit Risk_ - The credit risk is predominantly in the event a clearing participant fails to meet a financial or contractual obligation.

EuroCCP attempts to mitigate this risk through minimum participant requirements for clearing participants and monitoring their financial health.

To cover potential loss to EuroCCP in the event of a clearing participant default, collateral is required from clearing participants.

Besides potential defaults of clearing participants, the main credit risk faced by the clearinghouse is exposure to clearing participants when a trade fails to settle.

To help mitigate this risk, a fail fee is charged to discourage late settlements.

This fee covers EuroCCP’s costs but also acts as a deterrent as required by Regulation (EU) No 236/2012 on short selling, together with certain aspects of credit default swaps.

- _Liquidity Risk_ - Liquidity risk is the risk EuroCCP may not be able to meet its payment obligations in the right currency, in the right place and at the right time.

To help mitigate this risk, EuroCCP monitors its liquidity requirements

closely and maintains funds and assets in a manner which attempt to minimize the risk of loss or delay in the access by the clearinghouse to such funds and assets.

For example, holding funds with a central bank where possible or making only short-term investments serves to help reduce liquidity risks.

Liquidity is mainly required for securities settlement.

The payment and settlement obligations generally stem from the function of EuroCCP as a cash equity clearinghouse: shares are bought and sold by clearing participants on a trading platform or OTC, and netted to settle two days later.

During the settlement the actual payment for and delivery of the shares take place, this process requires intraday liquidity.

If counterparties, which receive shares against payment, are unable to settle, an overnight liquidity need arises.

The overnight liquidity is typically very short term, and is usually limited to a few days.

- _Market Risk_ - EuroCCP is also exposed to market risk in the event that a clearing participant defaults and the market prices of the securities in its open positions have moved adversely so the clearinghouse can only close out the participant’s obligations at a loss.

To help mitigate market risk, EuroCCP collects collateral from clearing participants to cover for the probable loss during normal market conditions, together with contributions to the clearing fund to cover losses if a default occurred during extreme but plausible market conditions.

Adverse movements in exchange rates affecting the value of obligations and collateral are factored into the calculation of the amount of collateral to be collected.

Liquidity Risk

We are exposed to liquidity risk under certain circumstances in relation to the cross-acceleration and cross-default provisions within the Term Loan Agreement and the Revolving Credit Agreement as a result of the Company, as guarantor, entering into the EuroCCP Credit Facility.

A default of the Facility may allow lenders to accelerate any related drawn amounts and may result in the acceleration of the Company’s other outstanding debt to which a cross-acceleration or cross-default provision applies, which may limit the Company’s liquidity, business and financing activities.

See Note 13 (“Debt”) to the consolidated financial statements and “Liquidity and Capital Resources” within Item 7 (“Management’s Discussion and Analysis”) for a discussion of debt agreements.

| ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| --- | --- | --- | --- | --- | --- | --- |

| ​ | ​ | December 31, 2019 | | | | ​ |

| Cost of revenues | ​ | 0.1 | % | ​ | 1.4 | % |

| Cost of revenues | ​ | 0.1 | ​ | ​ | 0.6 | ​ |

| Operating expenses | ​ | 0.1 | ​ | ​ | 1.0 | ​ |

| ​ | ​ | ​ | ​ |

| --- | --- | --- | --- |

| ​ | | Pound (1) | |

| Net equity investment in Cboe Europe | | $ | 727.9 |

Due to the nature of these investments, we have not been exposed to, nor do we

_The following description of the business should be read in conjunction with the information included elsewhere in this Annual Report on Form 10-K for the year ended December 31, [removed: 2019.][added: 2020.]

Cboe Global Markets, Inc. [removed: is one of the world’s largest exchange holding companies, offering] [added: provides] cutting-edge trading and investment solutions to investors around the world.

[removed: The Company is committed to] [added: At Cboe, we are] defining markets to benefit [removed: its] participants and drive the global marketplace forward through product innovation, leading edge technology and seamless trading solutions.

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

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

| | [added: ●] | [added: 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, [removed: C2, BZX,] [added: C2 Options, BZX Options,] and [removed: EDGX.] [added: EDGX Options, all U.S. national security exchanges.] Cboe Options is [removed: our] [added: the Company’s] primary options market and offers trading in listed options through a single [removed: system, known as our Hybrid trading model, which] [added: system that] integrates electronic trading and traditional open outcry trading on [removed: our] [added: the Cboe Options] trading floor in Chicago. [removed: C2, BZX,] [added: There was a temporary suspension of open outcry trading between March 13, 2020] and [added: June 14, 2020 in response to the novel coronavirus (“COVID-19”) pandemic. C2 Options, BZX Options, and] EDGX [added: Options] are [removed: our] 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 [removed: U.S.] [added: consolidated] tape [removed: plan,] [added: plans,] the [removed: sale] [added: licensing] of proprietary [added: options] market data, index licensing, and access and capacity services. |

| | ● | [removed: U.S. Equities. The] [added: North American Equities (formerly] U.S. [added: Equities). The North American] Equities segment includes listed [added: U.S.] equities and ETP transaction services that occur on [removed: BZX, BYX, EDGX,] [added: fully electronic exchanges owned] and [removed: EDGA.] [added: 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.] This segment [added: was previously referred to as the U.S. Equities segment, but has been updated as a result of the acquisition of MATCHNow, which provides Canadian equities and other transaction services. In addition, in connection with the closing of the acquisition of BIDS Trading, starting January 1, 2021, this segment] also includes [added: 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 [removed: U.S.] [added: consolidated] tape plans, the [removed: sale] [added: licensing] of proprietary [added: equities] market data, routing services, access and capacity services and advertising activity from ETF.com. |

| | ● | Futures. The Futures segment includes [added: transaction services provided by] the [removed: business of our] [added: Company’s fully electronic] futures exchange, CFE, which [removed: lists] [added: includes offerings for trading of] VIX [removed: futures,] futures [removed: on corporate bond indices, futures on AMERIBOR,] and other futures [removed: products. It also includes market data revenue generated from] [added: products,] the [removed: sale] [added: licensing] of proprietary market [removed: data and from] [added: data, as well as] access and capacity services. |

| | ● | European Equities. The European Equities segment [removed: covers securities from 18 European markets including the U.K. and] includes [removed: transaction services on] [added: the pan-European] listed [removed: equities,] [added: equities transaction services,] ETPs, [removed: exchange-traded] [added: exchange traded] commodities, and international depository receipts that [removed: occur] [added: are hosted] on MTFs operated by Cboe Europe Equities. It also includes the [added: ETP] listings business [removed: where ETPs can be listed] on [removed: its RMs.] [added: RMs and clearing activities of EuroCCP.] Cboe Europe Equities operates lit and dark pools, a periodic auctions book, and a Large-in-Scale (“LIS”) trading negotiation facility. Cboe NL, launched in October 2019, operates similar business functionality to that [removed: which is] offered by Cboe Europe, [removed: other than LIS,] and provides for trading only in European Economic Area [added: (“EEA”)] symbols. Cboe Europe Equities also includes [removed: market data] revenue generated from the [removed: sale] [added: licensing] of proprietary market data and from access and capacity services. |

| | ● | Global FX. The Global FX segment includes institutional FX [added: trading] services [added: that occur] on the Cboe FX [removed: platform, which offers an independent, transparent] [added: fully] electronic [removed: marketplace structure where institutional buyers and sellers worldwide can trade spot FX directly, either anonymously or on a disclosed basis with each other. The Global FX segment also includes] [added: trading platform,] non-deliverable forward FX transactions [added: (“NDFs”)] offered for execution on Cboe [removed: SEF,] [added: SEF and Cboe Swiss,] as well as revenue generated from the [removed: sale] [added: licensing] of proprietary market data and from access and capacity services. |

See “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Note 17 (“Segment Reporting”) [removed: to] [added: in] the notes to our Consolidated Financial Statements for discussion of revenues, and operating income [removed: (loss)] [added: (or loss)] by business segment.

Certain [removed: areas] [added: activities] within our segments operate globally.

The following chart [removed: illustrates] [added: lists average daily transaction] volume [removed: or] [added: in number of shares/contracts,] notional value [added: transacted or trades cleared] for Options (Cboe Options, C2 Options, BZX Options, and EDGX Options); Futures (CFE); U.S. Equities (BZX Equities, BYX Equities, EDGA Equities, and EDGX Equities); [added: Canadian Equities (MATCHNow);] European [removed: Equities;] [added: Equities (Cboe Europe Equities); European Clearing (EuroCCP);] and Global FX (Cboe [removed: FX)] [added: FX and Cboe SEF)] for the periods [removed: indicated (which includes information prior to the acquisition of Bats):][added: indicated:]

| ​ | ​ | [removed: 2019] [added: 2020] | | | [removed: 2018] [added: 2019] | | | [removed: 2017] [added: 2018] | |

| Options total contracts ADV (in millions) | ​ | ​ | [removed: 7.3] [added: 10.1] | ​ | ​ | [removed: 7.9] [added: 7.3] | ​ | ​ | [removed: 6.9] [added: 7.9] |

| U.S. Equities total touched shares ADV (in billions) | ​ | ​ | [removed: 1.2] [added: 1.8] | ​ | ​ | [removed: 1.4] [added: 1.2] | ​ | ​ | [removed: 1.3] [added: 1.4] |

| Futures ADV (in thousands) | ​ | ​ | [removed: 249.0] [added: 200.6] | ​ | ​ | [removed: 300.0] [added: 249.0] | ​ | ​ | [removed: 294.8] [added: 300.0] |

| European Equities matched and touched ADNV (€ in billions) | ​ | ​ | [removed: 7.7] [added: 6.9] | ​ | ​ | [removed: 10.4] [added: 7.7] | ​ | ​ | [removed: 9.4] [added: 10.4] |

| Global FX ADNV ($ in billions) | ​ | ​ | [removed: 32.3] [added: 34.7] | ​ | ​ | [removed: 37.4] [added: 32.3] | ​ | ​ | [removed: 29.5] [added: 37.4] |

[removed: Growth Strategy][added: Key Growth Strategy Initiatives]

We expect to further grow our business and increase our revenues and profitability by [removed: following our mission and] pursuing the following growth strategies:

In addition to our exchanges providing a marketplace and listing venue for the trading of securities and derivatives we also calculate proprietary indices that are used as the basis for proprietary [removed: products] [added: products, such as our SPX options and VIX options and futures,] or licensed for use by third parties.

| | ● | interest rate volatility indices, such as the [removed: Cboe/CBOT 10-year U.S. Treasury Note Volatility Index and the] Cboe Interest Rate Swap Volatility Index and |

Our most frequently traded [added: proprietary] products are SPX options and VIX options and futures.

| | ● | S&P. We have the exclusive right to offer exchange-listed options contracts in the United States on the S&P 500 Index, the S&P 100 [removed: Index] [added: Index, the S&P 500 ESG Index,] and the S&P Select Sector Indices as a result of a licensing arrangement with S&P Dow Jones Indices, LLC (“S&P”). Our license from S&P is through December 31, 2033, with an exclusive license to trade options on the S&P 500 Index through December 31, 2032. We use the market data from the trading of options on the S&P 500 Index and S&P 100 Index for the creation of Cboe volatility indices, such as the VIX Index, and for the creation of tradable products on those volatility indices. |

| | ● | FTSE Russell. Under our license agreement with the London Stock Exchange Group’s (“LSEG”) leading global index franchises, Frank Russell Company and FTSE International Limited (together “FTSE Russell”), we have the exclusive right in the United States to offer listed options on more than two dozen FTSE Russell indices, which represent a diverse group of domestic and global equities with international appeal. [added: Our exclusive license from FTSE Russell is through 2030.] We offer options on the Russell 2000, Russell 1000, Russell 1000 Value and Russell 1000 Growth Indices. |

| | ● | Dow Jones. We have the exclusive right during standard U.S. trading hours to offer listed options contracts [removed: In] [added: in] the United States on the Dow Jones Industrial Average (“DJIA”) and certain other Dow Jones indices through December 31, 2033 as a result of a licensing arrangement with DJI Opco, LLC. We use market data from the trading of options on these indices to create Cboe volatility indices, variance indicators and BuyWrite indices, and to trade [removed: options, futures] [added: options] and other products on these indices. |

It is one of the most commonly followed [removed: indices,] [added: indices] and is considered a bellwether for the U.S. economy.

Cboe serves as a listing destination for ETPs in the U.S. and [removed: Europe.][added: Europe, and its markets are structured and designed for ETP issuers and their investors.]

In [removed: 2019, Cboe’s market specifically structured and designed for ETP issuers and their investors] [added: 2020, Cboe] added [removed: 57] [added: 114 ETP] listings in the U.S. and won [removed: 22] [added: 36] percent of all new U.S. ETP listings.

There are now [removed: 353] [added: 511] ETPs globally listed on Cboe from [removed: 49] [added: 63] different issuers.

The LMP Program is a rewards-based program that incentivizes liquidity providers to make a better market [added: in ETPs.]

[removed: Market Data][added: _Market Data Infrastructure Rule_]

We also provide a robust offering of market data [added: and information solutions] products across multiple asset classes and geographic regions that are designed to suit our customers’ diverse needs.

For our U.S. equities [removed: markets,] [added: exchanges,] which are fully electronic, BZX equities utilizes a price-time market model, combined with the maker-taker pricing model.

In addition to these market models, each of [removed: our] [added: the U.S.] equity [removed: markets] [added: exchanges] provide numerous specific order types that are designed to enhance their [added: respective] market models.

For our futures market, [removed: CFE,] which is fully electronic, [added: CFE] utilizes a price-time market model, combined with a pricing model where all market participants generally pay fees, subject to specified exceptions.

Our Cboe FX platform utilizes a price-firmness-time priority market model, combined with a pricing model where [removed: customers] [added: users] are charged either a flat or tiered commission rate based upon the notional amount traded on the platform.

Our customers [added: generally] include financial institutions, [added: trading platforms,] institutional and individual investors and professional traders.

Our futures customers include banks, futures commission [removed: merchants,] [added: merchants and their customers,] hedge funds, asset managers, proprietary trading firms and Commodity Trading Advisors.

The Company is committed to defining markets through product innovation, leading edge technology, and seamless trading solutions.

Cboe also is a leading market globally for ETP listings and trading.

The graphic below provides a brief overview of Cboe’s history:


​

| Canadian Equities total touched shares ADV (in millions) (1) | ​ | ​ | 43.1 | ​ | ​ | — | ​ | ​ | — |

| European trades cleared (in millions) (2) | ​ | ​ | 545.5 | ​ | ​ | — | ​ | ​ | — |

| (1) | Canadian Equities data reflects ADV for the period of 2020 following Cboe’s acquisition of MATCHNow, which was effective August 4, 2020. |

| --- | --- |

| (2) | European trades cleared data reflects trades cleared for the period of 2020 following Cboe’s acquisition of EuroCCP, which was effective July 1, 2020. Trades cleared refers to the total number of non-interoperable trades cleared. |

| --- | --- |

| | ● | Product Innovation. Markets are fundamentally defined by the products they offer, and no institution has created more noteworthy tradable products than Cboe. From equity options, index options, VIX options, to VIX futures and our corporate bond index futures, our track record for market-defining product innovation speaks for itself. Our partnerships with leading index and service providers further strengthen our ability to create the next great product innovation. Cboe offers trading across a diverse range of products, including options, futures, North American and European equities, ETPs, global FX, and multi-asset volatility products. |

Our legacy of innovation not only includes products, but also the creation or acquisition of entirely new markets or market models, including the first listed-options marketplace, the first alternative venue to traditional equity markets, the first pan-European MTF and the first electronic communication network (“ECN”) for the institutional FX market.

These markets have grown to become some of the largest, most relied upon in the world.

| | ● | Leading Edge Technology. Our industry-leading proprietary technology was built, and is continually refined, to anticipate the evolving needs of our customers. Our trading platform is developed, owned, and operated in-house and is designed to optimize reliability, speed, scalability, and versatility. All of our U.S. equity, options, and futures markets have been successfully migrated to this cutting-edge technology. We regularly raise the bar in trading technology through an ambitious schedule of software releases and enhancements to our platforms across the globe. |

| | ● | Seamless Trading Solutions. Cboe strives to provide trading solutions that enhance the customer experience through our advocacy efforts, insights, education, data analytics and other services. |

Value Proposition

We also believe that we provide stakeholders with a strong value proposition due to the following key drivers:

| | ● | We have a diverse and unique product set, with high-margin proprietary products that allow customers to express a market view and manage risk in various market environments. |

| | ● | We provide exposure to large, underpenetrated market segments, targeted to fuel the growth of Cboe’s proprietary products globally. |

| | ● | We have developed a highly scalable business model, coupled with disciplined expense management. |

| | ● | We have had a strong track record of financial results and efficient capital allocation, helping to create long-term shareholder value. |

| | ● | Build Upon Core Proprietary Products. We plan to grow our existing proprietary products, including SPX options and VIX options and futures, by further penetrating key market segments, including pension funds, insurance companies, endowments and asset managers. We also plan to enhance existing proprietary products, develop new proprietary products and expand our user base and use cases. In 2020, we delivered on this initiative by launching mini VIX futures, launching options on the S&P 500 Environmental, Social and Governance (“ESG”) Index, and launched target outcome indices on Russell 2000 Index. Expected new initiatives for 2021 include the expansion of our Global Trading Hours, subject to regulatory review, to extend the availability of our proprietary products, the enhancement of our online learning tools for investor education, and the launch of a new core derivatives education curriculum. |

| | ● | Leverage Leading Proprietary Trading Technology. We have developed a superior technology platform that positions Cboe to integrate additional products, features and volumes, while providing efficiencies across venues. We are also able to leverage the efficiencies of our common technology to further expand revenues, while maintaining disciplined expense management. In 2020, we delivered on this initiative by integrating our information solutions acquisitions, Hanweck Associates, LLC (“Hanweck”), FT Providers, LLC (“FT Options”) and Trade Alert, LLC (“Trade Alert”), commencing the integration of EuroCCP and its technology to potentially launch pan-European derivatives in 2021, subject to regulatory review, and transitioning execution management from the PULSe Trader Workstation to Cboe Silexx. |

| | ● | Diversify Business Mix With Growth of Non-Transactional Revenues. We are diversifying our business mix through the growth of our non-transactional revenues, which primarily consists of increasing the distribution of proprietary market data and enhanced market data, offering insightful information to support our customers’ needs, and providing tools that draw users to our markets and drive volume. In 2020, we delivered on this initiative by growing our proprietary market data and access and capacity fees and also increased recurring revenues with our information solutions acquisitions. |

| | ● | Broaden Geographic Reach. We plan to widen our global access and product distribution though customer engagement, new product offerings and strategic acquisitions. We also plan to strengthen combined offerings while reaching new markets. In 2020, we delivered on this initiative by acquiring MATCHNow, a leading Canadian ATS, expanding our geographic presence and product capabilities. |

| | ● | Expand Product Lines Across Asset Classes. We expect to strengthen our product set with new asset classes, create markets that utilize Cboe capabilities, and provide tools that support access to multiple channels and markets. In 2020, we delivered on this initiative with the strong growth in Cboe Retail Priority, the planned launch of U.S. Periodic auctions order book, subject to regulatory approval, and the acquisition of BIDS Trading, a U.S. ATS, which diversifies our equities offerings. Cboe also expanded its FX offering in 2020, with the launch of Cboe FX Central, a new central limit order book and the launch of Cboe Swiss, as new NDF market. |

The final settlement value of VIX derivatives is determined on their expiration date through a Special Opening Quotation (“SOQ”) of the VIX Index.

The SOQ calculation uses opening trade prices of selected options; unless there is no opening price, in which case the opening price used in the SOQ calculation is the midpoint of the highest bid and lowest offer at the time of the opening.

Market Data and Information Solutions

With our recent information solutions acquisitions, we have expanded our services to include analytics services, theoretical values, alpha generating tools, probability data, and historical information for our markets through multiple data services, which include Silexx, LiveVol, Hanweck, FT Options, and Trade Alert.

For our Canadian equities ATS, which is fully electronic, MATCHNow utilizes a model that combines frequent call matches and continuous execution opportunities in a confidential trading book.

The system uses real-time quotes for protected transparent Canadian markets.

Orders matched within MATCHNow are executed at three levels of price improvement: (1) the mid-point between the Canadian best bid and offer (the “CBBO”); (2) one price increment better than the CBBO or; (3) at the bid or offer for orders that meet a specified large threshold.

Trading fees are typically calculated as a function of trade volume and share price.

For our U.S. equities ATS market, which is fully electronic, BIDS Trading utilizes a sponsored access model to provide anonymous executions in NMS stocks.

BIDS Trading provides numerous order types, including both firm and conditional orders.

All orders matched within BIDS Trading are executed at or better than the NBBO.

BIDS Trading charges fees based on disclosed, objective criteria: (i) means of access; (ii) the type of order; and (iii) the total volume of executions during the calendar month.

Our Cboe SEF platform charges a flat commission based upon the notional amount traded on the platform and the capacity in which a participant is trading.

The Company reports the results of its operations in five business segments: Options, U.S. Equities, Futures, European Equities, and Global FX.

Our operating revenues consist primarily of transaction fees, access and capacity fees, market data fees and regulatory fines and fees.

We also generate revenue from both the calculation and dissemination of index values and from the licensing of our proprietary products.

Transaction fee revenues are generated on the contracts or shares traded on our exchanges.

In 2019, approximately 62.9% of our net revenues were transaction fee revenues.

Originally known as the Chicago Board Options Exchange, Cboe Options was founded in 1973 as a non-stock corporation owned by its members.

Cboe Options was the first organized marketplace for the trading of standardized, exchange-traded options on equity securities.

In 2004, CFE began operations as a futures exchange.

Cboe Global Markets was incorporated in the State of Delaware on August 15, 2006.

In June 2010, Cboe Options demutualized, Cboe Options and CFE became wholly-owned subsidiaries of Cboe Global Markets, and Cboe Global Markets completed its initial public offering.

In October 2010, C2, the Company’s second options exchange, initiated operations.

On February 28, 2017, the Company completed the acquisition of Bats, which significantly expanded the Company’s product lines across asset classes, broadened its geographic reach with pan-European equities, added global FX market, diversified its business mix with significant non-transactional revenue streams and increased the Company’s options exchanges from two to four with the addition of BZX and EDGX exchanges.

Following the acquisition, on October 16, 2017, we changed our legal name from CBOE Holdings, Inc. to Cboe Global Markets, Inc. On September 17, 2018, we voluntarily delisted our common stock from Nasdaq Global Select Market and transferred the listing to Cboe BZX Exchange.

| | ● | Options. Our options exchange business lists for trading (i) options on market indices (“index options”), including VIX and SPX options, mostly on an exclusive basis, (ii) non-exclusive “multi-listed” options on the stocks of listed individual corporations (“equity options”), and (iii) non-exclusive “multi-listed” options on ETPs, such as exchange-traded funds (“ETFs”) and exchange-traded notes (“ETNs”). These options trade on |

We have established ourselves as a global leader and innovator in our industry and believe we are well positioned to further enhance our leadership position through several key competitive strengths:

| | ● | Innovative Products and Services. We are structured and committed to deliver a differentiated experience to our customers through our offering of innovative proprietary products, order types, risk management tools and other products and services. We have also worked closely and collaboratively with market participants to introduce new products and services to meet the evolving needs of the industry, and we plan to continue these efforts. Products we have developed include index options, equity options, VIX options and futures, and options and futures on other volatility indices, short duration options, including Weeklys, FLexible EXchange Options (“FLEX options”) and options strategy benchmark indices. We have also developed products that enable our customers to monitor their order handling on our markets in real-time, such as our user dashboard and latency reports. We were the first U.S. options exchange to trade options during non-U.S. trading hours, offering extended trading hours in our exclusive proprietary products. We also connect with a growing customer base through trading and educational resources, including resources available through our website, the world-renowned Cboe Options Institute, industry trade shows, industry forums and a comprehensive marketing and communications program. |

| | ● | Leading Proprietary Technology. Our leading proprietary technology was designed in-house to optimize reliability, speed, scalability and versatility. CFE, C2, and Cboe Options were migrated to our current trading platform on February 25, 2018, May 14, 2018, and October 7, 2019, respectively. As a result, we now offer customers a single uniform trading experience across our equities, options, and futures markets. Our platform has demonstrated very low operational downtime and latency, which we believe gives our customers an additional incentive to use our platform to mitigate trade execution risk, especially in times of extreme market volatility. |

| | ● | Leading Market Position, Reputation and Brand. We are a leading global operator of securities exchanges and other electronic markets and have a strong market share in the markets we serve. Cboe Options, the largest U.S. options exchange, based on both contract volume and notional value, and one of the largest options exchanges in the world, is an options market leader. As the creator of listed options and other significant products in the listed options industry, including the VIX Index and VIX options and futures, Cboe is a leading brand name in the options and volatility space. In U.S. listed equities, we are the third largest exchange operator, with a market share of 16.3% of the overall U.S. equities market for the year ended December 31, 2019. In European-listed equities, we are one of the largest pan-European exchange operators based on executed notional value of pan-European equities, with a market share of 20.2% of European trading in the securities available for trading on Cboe Europe Equities for the year ended December 31, 2019. In addition, we have a substantial presence in the spot FX markets, with a 15.2% market share of the publicly reported institutional spot FX markets for the year ended December 31, 2019. |

| | ● | Strategic Relationships and Partnerships. We have entered into licensing agreements with index providers which typically grant us the rights to create volatility indices, offer options and futures products on their indices and use the market data from the trading of options on various products to calculate a number of proprietary indices. We have also formed partnerships with key providers to develop new products and services. See “Proprietary Products-Strategic Relationships.” |

Our mission is to lead the industry in defining the markets of today and tomorrow through: (1) relentless innovation to expand our diverse offering for investors around the world, (2) leading edge technology to connect customers to global markets, and (3) seamless solutions to enhance the customer experience through insights, education, data,

analytics and more.

| | ● | Grow Existing Proprietary Products. We plan to continue our efforts to grow the use of our proprietary products, including SPX options and VIX options and futures, by expanding the customer base and increasing existing customers’ product usage. In 2019, we redeployed our customer outreach efforts to further penetrate global market participants by realigning our sales team with specialists targeting asset managers, hedge funds, U.S. insurance companies and pension funds. We also continue to take steps to enhance the risk management tools and information available to our customers, aimed at arming them with information to make more informed trading decisions and gain capital efficiency. Furthermore, we continue to penetrate new markets. In 2019, Cboe Options and CFE were permitted in Switzerland and Spain to market our products to existing or potential customers in those jurisdictions, as well as permit investors in those jurisdictions to directly access Cboe Options and CFE to trade our products. We also plan to continue to enrich and expand our educational content to educate market participants, which is integral to growing our proprietary products. |

| | ● | Develop Innovative Products and Services. We continue to explore the development of index and other high margin derivative products to trade on our exchanges. We intend to license and create proprietary intellectual property to develop proprietary products that meet the needs of the derivatives industry, both through strategic relationships and internal development, while continuing to diversify our product line across asset classes. We believe that additional proprietary market data, analytics, and access and capacity revenues can be generated while continuing to offer competitive pricing across all of our segments. In 2019, we continued to leverage relationships to extend our product offering by launching or extending existing new products or services, such as Monday expiring options on XSP, our mini-SPX option contract, SPX option expirations related to the 2020 presidential election, development of a future on AMERIBOR, a Cboe Closing Cross to provide post-close trading services at Cboe Europe and developing new benchmarks on MSCI Emerging Markets and EAFE indices. |

| | ● | Offer Compelling Models. We have designed our market and pricing models to provide benefits to market participants that concentrate their overall trading activity, which we believe encourages market participants to increase their business with us. In our proprietary products, we offer discounts and incentives to certain participants based on relative volume and the use of selected strategies. In multi-listed products and equities trading, we offer incentive programs to attract order flow to help our market participants manage both the fixed and transaction-based costs of trading. We regularly review the market and pricing models for all of our exchanges to provide an industry-leading economic offering. In 2019, we introduced a small retail broker distribution program for U.S. equities market data at discounted rates, order book priority for retail investors on EDGX, and a new lead market maker incentive program for the Cboe Listed ETP Marketplace. |

| | ● | Continue to Enhance Our Leading Edge Technology. We recognize that the opportunity to participate in the growth of the equities and derivatives market will be driven in great part by the trading functionality and technology capabilities that an exchange offers to market participants. We intend to use our strong in-house development capabilities and continued investment to further enhance and develop the functionality and capacity of our trading systems. With the completion of the multi-exchange technology migration, we intend to redirect our technology efforts to building new value added technologies, such as the development of a state-of-the-art research and data platform. See “Technology.” |

| | ● | Evaluate Strategic Opportunities. We continually evaluate strategic opportunities that we believe could enhance stockholder value. We specifically look for strategic opportunities beyond our current businesses that can capitalize on our core competencies and diversify our sources of revenue. We continue to form new alliances with various partners that leverage our strengths and enable us to diversify our product and business lines across new regions and asset classes. |

The settlement value of VIX derivatives is based on traded prices of SPX options.

in ETPs.

We also provide analytics services and historical information for our markets through multiple data services.

launch in 2020.

On October 7, 2019, we completed the final step in our multi-exchange technology migration when Cboe Options was migrated to our current trading platform.

_Proposed Consolidated Data Plans_

The deadline for public comment is February 28, 2020.

The SEC is not bound by public comments and may or may not proceed with issuing a final order, and may or may not amend the provisions of the Proposed Order before it issues a final order.

We cannot predict if, or to the extent to which, a final order may be issued by the SEC.

If a final order were to be issued, it may have a negative impact on the market data fees we charge and there could be a negative impact on our revenues.

For information regarding risks related to Brexit see “Risk Factors.”

The E.U. and Switzerland continue to negotiate, however it is not clear when or if they will reach an agreement on this matter and this may continue to have an impact on our business, financial condition and operating results.

The European Commission has published a proposal for a recovery and resolution framework that is currently being considered for CCPs.

BZX, BYX, Cboe Options, C2, EDGX, and EDGA exchanges to other venues for execution, including routing orders among BZX, BYX, Cboe Options, C2, EDGX, and EDGA.

[removed: On] March 28, 2019, the SEC granted a partial stay of the pilot, agreeing to delay implementing its fee-and-rebate and data-publication requirements until after the D.C. Circuit decides the pending challenges.

[removed: gathering] [added: The data-gathering] requirement of the pilot’s pre-pilot period remains in effect.

The [removed: pilot] [added: Consolidated Data Plan Order] may cause the Company’s equities exchanges, BZX, BYX, EDGX, and EDGA, to require additional resources to comply with or challenge the [removed: pilot] [added: Consolidated Data Plan Order] and it may have a material impact on our business, financial condition and operating results if, for example, [removed: shifts in order flow away from] [added: there is a negative impact on the market data fees the Company’s equities] exchanges [removed: were] [added: are able] to [removed: occur.][added: charge.]

On

On June 16, 2020, the D.C. Circuit granted the Petition for Review, vacated the pilot and remanded the matter back to the SEC for reconsideration.

The SEC did not file a petition for writ of certiorari to the U.S. Supreme Court by November 13, 2020.

The matter is now concluded.

_Consolidated Data Plans_

On May 6, 2020, the SEC issued a final order (the “Consolidated Data Plan Order”) that would require U.S. equities exchanges and FINRA to develop and file a new consolidated data plan (the “Plan”) that would replace the three current U.S. equities tape data plans and require certain governance provisions, such as changes to the voting structure.

Pursuant to the Consolidated Data Plan Order, the Company and the other U.S. equities exchanges and FINRA are required to file the proposed Plan for public comment before the SEC takes any definitive action on such new plan.

Until and if the SEC approves a new plan, the current data plans will continue to govern.

On June 29, 2020, the Company filed a Petition for Review in the Court of Appeals for the D.C. Circuit (the “D.C. Circuit”) asserting the Consolidated Data Plan Order is unlawful.

On October 14, 2020, the D.C. Circuit issued an order setting forth a briefing schedule and briefing will conclude on March 12, 2021.

_Market Data Infrastructure Rule_

On December 9, 2020, the SEC issued a Market Data Infrastructure Final Rule, which makes significant additions to the content available on the Securities Information Processors (“SIPs”) and replaces the exclusive processors with a competing consolidator model.

On February 5, 2021, the Company, along with other equity exchanges, filed: (1) a Motion to Stay of the Market Data Infrastructure Rule with the SEC, and (2) a Petition for Review in the Court of Appeals for the D.C. Circuit (the “D.C. Circuit”).

The implementation of the new rules could cause Cboe’s equities exchanges, BZX, BYX, EDGX, and EDGA, to require additional resources to comply with or to challenge the new rules and they may have a material impact on our business, financial condition and operating results if, for example, there are lower SIP plan revenues or we must reduce the fees we charge for market data.

The Company intends to litigate the matter vigorously.

The data-

For the fiscal year ended December 31, [removed: 2019][added: 2020]

As of June 30, [removed: 2019,] [added: 2020,] the aggregate market value of the Registrant's outstanding voting common equity held by non-affiliates was approximately [removed: $11.5] [added: $10.1] billion based on the closing price of [removed: $103.63] [added: $93.28] per share of common stock.

The number of outstanding shares of the registrant's common stock as of February [removed: 14, 2020] [added: 12, 2021] was [removed: 110,435,193] [added: 107,210,079] shares of common stock.

Portions of Cboe Global Market’s Definitive Proxy Statement for the [removed: 2020] [added: 2021] Annual Meeting of Stockholders, which will be filed no later than 120 days after December 31, [removed: 2019,] [added: 2020,] are incorporated by reference in Part III.

| [Item 1A.](#Item1ARiskFactors) | | [Risk Factors](#Item1ARiskFactors) | [removed: 25] [added: 29] |

| [Item 1B.](#Item1BUnresolvedStaffComments_497585) | | [Unresolved Staff Comments](#Item1BUnresolvedStaffComments_497585) | [removed: 43] [added: 48] |

| [Item 2.](#Item2Properties_26633) | | [Properties](#Item2Properties_26633) | [removed: 43] [added: 49] |

| [Item 3.](#Item3LegalProceedings_399160) | | [Legal Proceedings](#Item3LegalProceedings_399160) | [removed: 43] [added: 49] |

| [Item 4.](#Item4MineSafetyDisclosures_10202) | | [Mine Safety Disclosures](#Item4MineSafetyDisclosures_10202) | [removed: 44] [added: 50] |

| [Item 5.](#Item5MarketforRegistrantsCommonEquity_14) | | [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](#Item5MarketforRegistrantsCommonEquity_14) | [removed: 45] [added: 51] |

| [Item 6.](#Item6SelectedFinancialData_274620) | | [Selected Financial Data](#Item6SelectedFinancialData_274620) | [removed: 48] [added: 54] |

| [Item 7.](#Item7MangamentsDiscussionandAnalysis_301) | | [Management's Discussion and Analysis of Financial Condition and Results of Operations](#Item7MangamentsDiscussionandAnalysis_301) | [removed: 50] [added: 56] |

| [Item 7A.](#Item7AQuantitativeandQualitativeDisclosu) | | [Quantitative and Qualitative Disclosures about Market Risk](#Item7AQuantitativeandQualitativeDisclosu) | [removed: 79] [added: 85] |

| [Item 8.](#Item8FinancialStatementsandSupplementary) | | [Financial Statements and Supplementary Data](#Item8FinancialStatementsandSupplementary) | [removed: 82] [added: 88] |

| [Item 9.](#Item9ChangesinDisagreementswithAccountan) | | [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](#Item9ChangesinDisagreementswithAccountan) | [removed: 126] [added: 136] |

| [Item 9A.](#Item9AControlsandProcedures_932099) | | [Controls and Procedures](#Item9AControlsandProcedures_932099) | [removed: 126] [added: 136] |

| [Item 9B.](#Item9BOtherInformation_923882) | | [Other Information](#Item9BOtherInformation_923882) | [removed: 126] [added: 136] |

| [Item 10.](#Item10DirectorsExecutiveOfficers_470329) | | [Directors, Executive Officers and Corporate Governance](#Item10DirectorsExecutiveOfficers_470329) | [removed: 127] [added: 137] |

| [Item 11.](#Item11ExecutiveCompensation_846147) | | [Executive Compensation](#Item11ExecutiveCompensation_846147) | [removed: 127] [added: 137] |

| [Item 12.](#Item12SecurityOwnershipofCertainBenefici) | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](#Item12SecurityOwnershipofCertainBenefici) | [removed: 127] [added: 137] |

| [Item 13.](#Item13CertainRelationshipsandRelatedTran) | | [Certain Relationships and Related Transactions, and Director Independence](#Item13CertainRelationshipsandRelatedTran) | [removed: 127] [added: 137] |

| [Item 14.](#Item14PrincipalAccountantFeesandServices) | | [Principal Accountant Fees and Services](#Item14PrincipalAccountantFeesandServices) | [removed: 127] [added: 137] |

| [Item 15.](#Item15ExhibitsFinancialStatementSchedule) | | [Exhibits, Financial Statement Schedules](#Item15ExhibitsFinancialStatementSchedule) | [removed: 128] [added: 138] |

| [Item 16.](#Item16Form10KSummary_266369) | ​ | [Form 10-K Summary](#Item16Form10KSummary_266369) | [removed: 134] [added: 143] |

| | ● | [removed: "Cboe Europe"] [added: “Cboe Europe”] refers to Cboe Europe Limited, a wholly-owned subsidiary of Cboe Global Markets, Inc., the [removed: U.K.] [added: UK] operator of our Multilateral Trading Facility [removed: ("MTF"),] [added: (“MTF”),] our Regulated Market [removed: ("RM"),] [added: (“RM”),] and our Approved Publication Arrangement [removed: ("APA")] [added: (“APA”)] under its Recognized Investment Exchange [removed: ("RIE")] [added: (“RIE”)] status. |

| | ● | [removed: "Cboe NL"] [added: “Cboe NL”] refers to Cboe Europe [removed: B.V.,] [added: BV,] a wholly-owned subsidiary of Cboe Global Markets, Inc., the Netherlands operator of our MTF, RM, and APA. |

| | ● | [removed: "Cboe Swiss"] [added: “EuroCCP”] refers to [removed: Cboe Switzerland GmbH,] [added: European Central Counterparty N.V.,] a wholly-owned subsidiary of Cboe Global Markets, Inc. |

| | ● | [removed: "FCA"] [added: “FCA”] refers to the [removed: U.K.] [added: UK] Financial Conduct Authority. |

| | ● | [removed: "VIX"] [added: “VIX”] refers to our Cboe Volatility Index [removed: exchange-traded] [added: exchange traded] options and futures products. |

Cboe®, [added: Cboe Global Markets®,] Bats®, [added: BIDS Trading®,] BYX®, BZX®, Cboe Options Institute®, Cboe Vest®, Cboe Volatility Index®, CFE®, EDGA®, EDGX®, [added: EuroCCP®,] Hybrid®, LiveVol®, [added: MATCHNow®,] Silexx® and VIX® are registered trademarks, and Cboe [removed: Global MarketsSM, Cboe] Futures ExchangeSM, C2SM, [added: f(t)optionsSM, HanweckSM,] and [removed: SilexxSM] [added: Trade AlertSM] are service marks of Cboe Global Markets, Inc. and its subsidiaries.

| | ● | decreases in trading [added: or clearing] volumes, market data fees or a shift in the mix of products traded on our exchanges; |

| | ● | our ability to accommodate trading [added: and clearing] volume and transaction traffic, including significant increases, without failure or degradation of performance of our systems; |

| | ● | misconduct by those who use our markets or our [removed: products;] [added: products or for whom we clear transactions;] |

| | ● | restrictions imposed by our debt [added: obligations and our ability to make payments on or refinance our debt] obligations; |

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

2020 FORM 10-K

| | ● | “ATS” refers to an alternative trading system. |

| | ● | “BIDS Trading” refers to BIDS Trading, L.P., a wholly-owned subsidiary of Cboe Global Markets, Inc. The ATS operated by BIDS Trading is not a registered national securities exchange or a facility thereof. |

| | ● | “IIROC” refers to the Investment Industry Regulatory Organization of Canada. |

| | ● | “MATCHNow” refers to TriAct Canada Marketplace LP, a wholly-owned subsidiary of Cboe Global Markets, Inc., the operator of our Canadian ATS called MATCHNow. |

| | ● | the impact of the novel coronavirus (“COVID-19”) pandemic, including changes to trading behavior broadly in the market; |

| | ● | our ability to minimize the risks, including our credit and default risks, associated with operating a European clearinghouse; |

| | ● | our ability to maintain BIDS Trading as an independently managed and operated trading venue, separate from and not integrated with our registered national securities exchanges; |

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(Check One):

2019 FORM 10-K

​

​

[removed: Through] [added: *Through] our wholly-owned subsidiary, Cboe Building Corporation, we own the building in which our principal [removed: offices] [added: officers] are located and occupy approximately 300,000 square feet of this building.

See Note [removed: 9] [added: 8] (“Property and Equipment, Net”) [added: and Note 25 (“Leases”)] of the consolidated financial statements included herein for further information.

[removed: We have an office located at] [added: |] 17 State Street, New York, New [removed: York, where we lease approximately 21,000 square feet of space, which expires in] [added: York | ​ | Office space | ​ | Leased | ​ |] April 2024, [removed: and contains] [added: with] one [removed: five-year] [added: 5 year] renewal [removed: option.][added: option | ​ | 22,000 sq. ft. |]

[removed: The] [added: Our] disaster recovery sites in the United States are located in Chicago, Illinois, Kansas City, Missouri, and Secaucus, New Jersey.

The Company is headquartered in Chicago with a network of domestic and global offices across the Americas, Europe and Asia, including main hubs in New York, London, Kansas City and Amsterdam.

Our principal properties are listed in the table below:

| ation | ​ | ​ | | | | ​ | ​ | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Location | ​ | Classification | | Owned/Leased | | Lease Expiration | ​ | Approximate Size |

| 400 South La Salle Street, Chicago, Illinois | ​ | Global headquarters, trading floor and office space | ​ | Owned* | ​ | N/A | ​ | 300,000 sq. ft. |

| 433 W. Van Buren Street, Chicago, Illinois | ​ | Planned new global headquarters and office space | ​ | Leased | ​ | August 2035 | ​ | 185,000 sq. ft. |

| 8050 Marshall Drive, Lenexa, Kansas | ​ | Office space | ​ | Leased | ​ | February 2027, with two 5 year renewal options | ​ | 62,000 sq. ft. |

| 8050 Marshall Drive, Lenexa, Kansas | ​ | Office space | ​ | Leased | ​ | May 2023 | ​ | 18,500 sq. ft. |

| 141 W. Jackson Boulevard, Chicago, Illinois | ​ | Planned new trading floor and office space | ​ | Leased | ​ | October 2032 | ​ | 40,000 sq. ft. |

| 11 Monument Street, London, United Kingdom | ​ | Principal UK office space | ​ | Leased | ​ | March 2022, with one 5 year renewal option | ​ | 10,400 sq. ft. |

| Strawinskylaan 1847 Amsterdam, Netherlands | ​ | Office space | ​ | Leased | ​ | August 2023 | ​ | 8,000 sq. ft. |

Our principal offices are located at 400 South LaSalle Street, Chicago, Illinois 60605.

In addition to our principal offices, we have space located at 8050 Marshall Drive, Lenexa, Kansas, where we lease approximately 61,900 square feet of space.

The lease on this space expires in February 2027 and contains two five-year renewal options.

Our principal offices in the United Kingdom are at 11 Monument Street, London, where we lease approximately 10,300 square feet of office space, which expires in March 2027.

Our work area recovery space is available on invocation with a specialist provider.

We also maintain leased locations in California, Florida, Singapore, Amsterdam, and Hong Kong.

In addition to the offices noted above, the Company has entered into two leases that will commence in 2020 for a new principal office space and new trading floor.

See Note 25 (“Leases”) of the consolidated financial statements included herein for further information.

As of January [removed: 31, 2020,] [added: 29, 2021,] there were approximately [removed: 143] [added: 136] holders of record of our common stock.

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, $150 million in February 2018, $100 million in August 2018, [removed: and] $250 million in October [removed: 2019] [added: 2019, and $250 million in June 2020,] for a total authorization of [removed: $1.1] [added: $1.4] billion.

Under the program, for the year ended December 31, [removed: 2019,] [added: 2020,] the Company repurchased [removed: 1,420,654] [added: 3,534,115] shares of common stock at an average cost per share of [removed: $110.42,] [added: $98.78,] totaling [removed: $156.9] [added: $349.1] million.

Since inception of the program through December 31, [removed: 2019,] [added: 2020,] the Company has repurchased [removed: 13,716,009] [added: 17,250,124] shares of common stock at an average cost per share of [removed: $58.38,] [added: $66.66,] totaling [removed: $800.8 million.][added: $1.1 billion.]

As of December 31, [removed: 2019,] [added: 2020,] the Company had [removed: $299.2] [added: $200.1] million of availability remaining under its existing share repurchase authorizations.

During the fiscal quarter ended December 31, [removed: 2019,] [added: 2020,] we purchased shares from employees in connection with the settlement of employee tax withholding obligations arising from the vesting of restricted stock units, restricted stock awards, and stock options.

The table below represents repurchases made by or on behalf of us or any “affiliated purchaser” of our common stock during the fiscal quarter ended December 31, [removed: 2019:][added: 2020:]

An investment of $100, with reinvestment of all dividends, is assumed to have been made in our common stock, the index and the peer groups on December 31, [removed: 2014,] [added: 2015,] and its performance is tracked on an annual basis through December 31, [removed: 2019.][added: 2020.]

[removed: ][added: ]

| October 1 to October 31, 2020 | ​ | 419,330 | ​ | $ | 82.46 | ​ | 419,330 | ​ | $ | 253.5 |

| November 1 to November 30, 2020 | ​ | 296,276 | ​ | ​ | 88.64 | ​ | 296,276 | ​ | ​ | 227.3 |

| December 1 to December 31, 2020 | ​ | 298,103 | ​ | ​ | 91.06 | ​ | 298,103 | ​ | ​ | 200.1 |

| Total | ​ | 1,013,709 | ​ | $ | 86.79 | ​ | 1,013,709 | ​ | ​ | ​ |

| October 1 to October 31, 2020 | ​ | — | ​ | $ | — |

| November 1 to November 30, 2020 | ​ | 322 | ​ | ​ | 87.65 |

| December 1 to December 31, 2020 | ​ | — | ​ | ​ | — |

| Total | ​ | 322 | ​ | ​ | 87.65 |

| ​ | ​ | 12/15 | ​ | 12/16 | ​ | 12/17 | ​ | 12/18 | ​ | 12/19 | ​ | 12/20 |

| Cboe Global Markets, Inc. | ​ | 100.00 | ​ | 115.52 | ​ | 196.92 | ​ | 156.36 | ​ | 194.14 | ​ | 153.05 |

| S&P 500 | ​ | 100.00 | ​ | 111.96 | ​ | 136.40 | ​ | 130.42 | ​ | 171.49 | ​ | 203.04 |

| Peer Group | ​ | 100.00 | ​ | 120.97 | ​ | 151.86 | ​ | 178.40 | ​ | 215.15 | ​ | 243.61 |

| October 1 to October 31, 2019 | ​ | 480,442 | ​ | $ | 115.62 | ​ | 480,442 | ​ | $ | 313.3 |

| November 1 to November 30, 2019 | ​ | — | ​ | ​ | — | ​ | — | ​ | ​ | 313.3 |

| December 1 to December 31, 2019 | ​ | 120,000 | ​ | ​ | 117.26 | ​ | 120,000 | ​ | ​ | 299.2 |

| Total | ​ | 600,442 | ​ | $ | 115.76 | ​ | 600,442 | ​ | ​ | ​ |

| October 1 to October 31, 2019 | ​ | 321 | ​ | $ | 115.58 |

| November 1 to November 30, 2019 | ​ | 2,454 | ​ | ​ | 118.09 |

| December 1 to December 31, 2019 | ​ | 13,651 | ​ | ​ | 117.20 |

| Total | ​ | 16,426 | ​ | ​ | ​ |

| ​ | ​ | 12/14 | ​ | 12/15 | ​ | 12/16 | ​ | 12/17 | ​ | 12/18 | ​ | 12/19 |

| Cboe Global Markets, Inc. | ​ | 100.00 | ​ | 103.76 | ​ | 119.87 | ​ | 204.33 | ​ | 162.24 | ​ | 201.44 |

| S&P 500 | ​ | 100.00 | ​ | 101.38 | ​ | 113.51 | ​ | 138.29 | ​ | 132.23 | ​ | 173.86 |

| Peer Group | ​ | 100.00 | ​ | 116.46 | ​ | 140.37 | ​ | 175.70 | ​ | 205.28 | ​ | 248.81 |

| ​ | | [added: 2020 | | |] 2019 | | | 2018 | | | 2017 | | | 2016 | | [removed: | 2015 | |]

| Transaction [added: and clearing] fees | ​ | $ | [removed: 1,716.2] [added: 2,418.0] | ​ | $ | [removed: 1,986.9] [added: 1,716.2] | ​ | $ | [removed: 1,564.9] [added: 1,986.9] | ​ | $ | [removed: 509.3] [added: 1,564.9] | ​ | $ | [removed: 485.3] [added: 509.3] |

| Access and capacity fees | ​ | ​ | [removed: 221.9] [added: 236.7] | ​ | ​ | [removed: 211.0] [added: 221.9] | ​ | ​ | [removed: 181.6] [added: 211.0] | ​ | ​ | [removed: 98.7] [added: 181.6] | ​ | ​ | [removed: 95.5] [added: 98.7] |

| Market data fees | ​ | ​ | [removed: 213.5] [added: 232.0] | ​ | ​ | [removed: 204.0] [added: 213.5] | ​ | ​ | [removed: 164.5] [added: 204.0] | ​ | ​ | [removed: 33.2] [added: 164.5] | ​ | ​ | [removed: 30.0] [added: 33.2] |

| Regulatory fees | ​ | ​ | [removed: 311.7] [added: 500.2] | ​ | ​ | [removed: 333.9] [added: 311.7] | ​ | ​ | [removed: 291.5] [added: 333.9] | ​ | ​ | [removed: 48.3] [added: 291.5] | ​ | ​ | [removed: 33.5] [added: 48.3] |

| Other revenue | ​ | ​ | [removed: 32.8] [added: 40.2] | ​ | ​ | [removed: 33.0] [added: 32.8] | ​ | ​ | [removed: 26.6] [added: 33.0] | ​ | ​ | [removed: 13.6] [added: 26.6] | ​ | ​ | [removed: 19.5] [added: 13.6] |

| Total revenues | ​ | ​ | [removed: 2,496.1] [added: 3,427.1] | ​ | ​ | [removed: 2,768.8] [added: 2,496.1] | ​ | ​ | [removed: 2,229.1] [added: 2,768.8] | ​ | ​ | [removed: 703.1] [added: 2,229.1] | ​ | ​ | [removed: 663.8] [added: 703.1] |

| Liquidity payments | ​ | ​ | [removed: 964.7] [added: 1,554.1] | ​ | ​ | [removed: 1,113.0] [added: 964.7] | ​ | ​ | [removed: 849.7] [added: 1,113.0] | ​ | ​ | [removed: 35.8] [added: 849.7] | ​ | ​ | [removed: 29.2] [added: 35.8] |

| Routing and clearing | ​ | ​ | [removed: 35.8] [added: 70.4] | ​ | ​ | [removed: 39.1] [added: 35.8] | ​ | ​ | [removed: 37.6] [added: 39.1] | ​ | ​ | [removed: 11.1] [added: 37.6] | ​ | ​ | [removed: 2.3] [added: 11.1] |

| Section 31 fees (1) | ​ | ​ | [removed: 271.4] [added: 465.0] | ​ | ​ | [removed: 302.4] [added: 271.4] | ​ | ​ | [removed: 260.0] [added: 302.4] | ​ | ​ | [removed: 11.8] [added: 260.0] | ​ | ​ | [removed: —] [added: 11.8] |

| Royalty fees | ​ | ​ | [removed: 86.8] [added: 83.4] | ​ | ​ | [removed: 97.4] [added: 86.8] | ​ | ​ | [removed: 86.2] [added: 97.4] | ​ | ​ | [removed: 78.0] [added: 86.2] | ​ | ​ | [removed: 70.6] [added: 78.0] |

| Other | ​ | ​ | [removed: 0.5] [added: (0.1)] | ​ | ​ | [removed: —] [added: 0.5] | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — |

| Total cost of revenues | ​ | ​ | [removed: 1,359.2] [added: 2,172.8] | ​ | ​ | [removed: 1,551.9] [added: 1,359.2] | ​ | ​ | [removed: 1,233.5] [added: 1,551.9] | ​ | ​ | [removed: 136.7] [added: 1,233.5] | ​ | ​ | [removed: 102.1] [added: 136.7] |

| Revenues less cost of revenues | ​ | ​ | [removed: 1,136.9] [added: 1,254.3] | ​ | ​ | [removed: 1,216.9] [added: 1,136.9] | ​ | ​ | [removed: 995.6] [added: 1,216.9] | ​ | ​ | [removed: 566.4] [added: 995.6] | ​ | ​ | [removed: 561.7] [added: 566.4] |

| Compensation and benefits | ​ | ​ | [removed: 199.0] [added: 224.9] | ​ | ​ | [removed: 228.8] [added: 199.0] | ​ | ​ | [removed: 201.4] [added: 228.8] | ​ | ​ | [removed: 113.2] [added: 201.4] | ​ | ​ | [removed: 105.9] [added: 113.2] |

| Depreciation and amortization | ​ | ​ | [removed: 176.6] [added: 158.5] | ​ | ​ | [removed: 204.0] [added: 176.6] | ​ | ​ | [removed: 192.2] [added: 204.0] | ​ | ​ | [removed: 44.4] [added: 192.2] | ​ | ​ | [removed: 46.3] [added: 44.4] |

| Technology support services | ​ | ​ | [removed: 46.2] [added: 54.5] | ​ | ​ | [removed: 47.9] [added: 46.2] | ​ | ​ | [removed: 42.1] [added: 47.9] | ​ | ​ | [removed: 22.5] [added: 42.1] | ​ | ​ | [removed: 20.7] [added: 22.5] |

| Professional fees and outside services | ​ | ​ | [removed: 68.3] [added: 60.6] | ​ | ​ | 68.3 | ​ | ​ | [removed: 66.0] [added: 68.3] | ​ | ​ | [removed: 53.1] [added: 66.0] | ​ | ​ | [removed: 50.1] [added: 53.1] |

| Travel and promotional expenses | ​ | ​ | [removed: 11.9] [added: 6.6] | ​ | ​ | [removed: 13.0] [added: 11.9] | ​ | ​ | [removed: 17.2] [added: 13.0] | ​ | ​ | [removed: 11.0] [added: 17.2] | ​ | ​ | [removed: 9.0] [added: 11.0] |

| Facilities costs | ​ | ​ | [removed: 11.0] [added: 17.6] | ​ | ​ | [removed: 11.5] [added: 11.0] | ​ | ​ | [removed: 10.3] [added: 11.5] | ​ | ​ | [removed: 5.7] [added: 10.3] | ​ | ​ | [removed: 5.0] [added: 5.7] |

| Acquisition-related costs | ​ | ​ | [removed: 48.5] [added: 45.2] | ​ | ​ | [removed: 30.0] [added: 48.5] | ​ | ​ | [removed: 84.4] [added: 30.0] | ​ | ​ | [removed: 13.6] [added: 84.4] | ​ | ​ | [removed: —] [added: 13.6] |

| Other expenses | ​ | ​ | [removed: 38.2] [added: 24.2] | ​ | ​ | [removed: 14.0] [added: 38.2] | ​ | ​ | [removed: 10.1] [added: 14.0] | ​ | ​ | [removed: 4.7] [added: 10.1] | ​ | ​ | [removed: 4.8] [added: 4.7] |

| Total operating expenses | ​ | ​ | [removed: 599.7] [added: 592.1] | ​ | ​ | [removed: 617.5] [added: 599.7] | ​ | ​ | [removed: 623.7] [added: 617.5] | ​ | ​ | [removed: 268.2] [added: 623.7] | ​ | ​ | [removed: 241.8] [added: 268.2] |

| Operating income | ​ | ​ | [removed: 537.2] [added: 662.2] | ​ | ​ | [removed: 599.4] [added: 537.2] | ​ | ​ | [removed: 371.9] [added: 599.4] | ​ | ​ | [removed: 298.2] [added: 371.9] | ​ | ​ | [removed: 319.9] [added: 298.2] |

| Interest expense, net | ​ | ​ | [removed: (35.9)] [added: (37.6)] | ​ | ​ | [removed: (38.2)] [added: (35.9)] | ​ | ​ | [removed: (41.3)] [added: (38.2)] | ​ | ​ | [removed: (5.7)] [added: (41.3)] | ​ | ​ | [removed: —] [added: (5.7)] |

| Other income, net | ​ | ​ | [removed: 0.1] [added: 35.8] | ​ | ​ | [removed: 10.0] [added: 0.1] | ​ | ​ | [removed: 3.8] [added: 10.0] | ​ | ​ | [removed: 14.1] [added: 3.8] | ​ | ​ | [removed: 4.1] [added: 14.1] |

| Income before income tax provision | ​ | ​ | [removed: 501.4] [added: 660.4] | ​ | ​ | [removed: 571.2] [added: 501.4] | ​ | ​ | [removed: 334.4] [added: 571.2] | ​ | ​ | [removed: 306.6] [added: 334.4] | ​ | ​ | [removed: 324.0] [added: 306.6] |

| Income tax provision | ​ | ​ | [removed: 130.6] [added: 192.2] | ​ | ​ | [removed: 146.0] [added: 130.6] | ​ | ​ | [removed: (66.2)] [added: 146.0] | ​ | ​ | [removed: 120.9] [added: (66.2)] | ​ | ​ | [removed: 119.0] [added: 120.9] |

| Net income | ​ | $ | [removed: 370.8] [added: 468.2] | ​ | $ | [removed: 425.2] [added: 370.8] | ​ | $ | [removed: 400.6] [added: 425.2] | ​ | $ | [removed: 185.7] [added: 400.6] | ​ | $ | [removed: 205.0] [added: 185.7] |

| Net loss attributable to [added: redeemable] noncontrolling interest | ​ | ​ | [removed: 4.1] [added: —] | ​ | ​ | [removed: 1.3] [added: 4.1] | ​ | ​ | [removed: 1.1] [added: 1.3] | ​ | ​ | 1.1 | ​ | ​ | [removed: —] [added: 1.1] |

| Net income excluding [added: redeemable] noncontrolling interest | ​ | ​ | [removed: 374.9] [added: 468.2] | ​ | ​ | [removed: 426.5] [added: 374.9] | ​ | ​ | [removed: 401.7] [added: 426.5] | ​ | ​ | [removed: 186.8] [added: 401.7] | ​ | ​ | [removed: 205.0] [added: 186.8] |

| Change in redemption value of [added: redeemable] noncontrolling interest | ​ | ​ | [removed: (0.5)] [added: —] | ​ | ​ | [removed: (1.3)] [added: (0.5)] | ​ | ​ | [removed: (1.1)] [added: (1.3)] | ​ | ​ | (1.1) | ​ | ​ | [removed: —] [added: (1.1)] |

| Net income allocated to participating securities | ​ | ​ | [removed: (1.7)] [added: (1.2)] | ​ | ​ | [removed: (3.1)] [added: (1.7)] | ​ | ​ | [removed: (3.9)] [added: (3.1)] | ​ | ​ | [removed: (0.8)] [added: (3.9)] | ​ | ​ | [removed: (0.9)] [added: (0.8)] |

| Net income allocated to common stockholders | ​ | $ | [removed: 372.7] [added: 467.0] | ​ | $ | [removed: 422.1] [added: 372.7] | ​ | $ | [removed: 396.7] [added: 422.1] | ​ | $ | [removed: 184.9] [added: 396.7] | ​ | $ | [removed: 204.1] [added: 184.9] |

| Basic earnings per share | ​ | $ | [removed: 3.35] [added: 4.28] | ​ | $ | [removed: 3.78] [added: 3.35] | ​ | $ | [removed: 3.70] [added: 3.78] | ​ | $ | [removed: 2.27] [added: 3.70] | ​ | $ | [removed: 2.46] [added: 2.27] |

| Diluted earnings per share | ​ | $ | [removed: 3.34] [added: 4.27] | ​ | $ | [removed: 3.76] [added: 3.34] | ​ | $ | [removed: 3.69] [added: 3.76] | ​ | $ | [removed: 2.27] [added: 3.69] | ​ | $ | [removed: 2.46] [added: 2.27] |

| Basic weighted average shares outstanding | ​ | ​ | [removed: 111.4] [added: 109.1] | ​ | ​ | [removed: 111.8] [added: 111.4] | ​ | ​ | [removed: 107.2] [added: 111.8] | ​ | ​ | [removed: 81.4] [added: 107.2] | ​ | ​ | [removed: 83.1] [added: 81.4] |

| Diluted weighted average shares outstanding | ​ | ​ | [removed: 111.8] [added: 109.3] | ​ | ​ | [removed: 112.2] [added: 111.8] | ​ | ​ | [removed: 107.5] [added: 112.2] | ​ | ​ | [removed: 81.4] [added: 107.5] | ​ | ​ | [removed: 83.1] [added: 81.4] |

| Distributions per share | ​ | $ | [removed: 1.34] [added: 1.56] | ​ | $ | [removed: 1.16] [added: 1.34] | ​ | $ | [removed: 1.04] [added: 1.16] | ​ | $ | [removed: 0.96] [added: 1.04] | ​ | $ | [removed: 0.88] [added: 0.96] |

| Cash and cash equivalents | ​ | $ | [removed: 229.3] [added: 245.4] | ​ | $ | [removed: 275.1] [added: 229.3] | ​ | $ | [removed: 143.5] [added: 275.1] | ​ | $ | [removed: 97.3] [added: 143.5] | ​ | $ | [removed: 102.3] [added: 97.3] |

Additionally, the below tables include results of other acquisitions from the effective date of each acquisition.

| | | | | | | | | | | | | | | | |

| ​ | | 2020 | | | 2019 | | | 2018 | | | 2017 | | | 2016 | |

| | | | | | | | | | | | | | | | |

| Accounts receivable, net of $0.6 allowance for credit losses at December 31, 2020 and $0.7 at December 31, 2019 | ​ | ​ | 337.3 | ​ | ​ | 234.7 | ​ | ​ | 287.3 | ​ | ​ | 217.3 | ​ | ​ | 76.7 |

| Margin deposits and clearing funds | ​ | ​ | 812.1 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — |

| Current assets | ​ | ​ | 1,566.8 | ​ | ​ | 607.6 | ​ | ​ | 683.7 | ​ | ​ | 434.7 | ​ | ​ | 235.1 |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| Margin deposits and clearing funds | ​ | $ | 812.1 | ​ | $ | — | ​ | $ | — | ​ | $ | — | ​ | $ | — |

| Current liabilities | ​ | ​ | 1,313.3 | ​ | ​ | 281.6 | ​ | ​ | 595.9 | ​ | ​ | 334.0 | ​ | ​ | 89.9 |

| Accounts receivables, net | ​ | ​ | 234.7 | ​ | ​ | 287.3 | ​ | ​ | 217.3 | ​ | ​ | 76.7 | ​ | ​ | 68.4 |

| Cboe Global Markets, Inc. and Subsidiaries | [removed: ​] |

| [Reports of Independent Registered Public Accounting [removed: Firm](#REPORTOFINDEPENDENTREGISTERED_227565)] [added: Firms](#REPORTOFINDEPENDENTREGISTERED_227565)] | [removed: 83] [added: 89] |

| [Consolidated Balance Sheets](#ConsolidatedStatementsofFinancialConditi) | [removed: 86] [added: 94] |

| [Consolidated Statements of Income](#ConsolidatedStatementsofIncome_610291) | [removed: 87] [added: 95] |

| [Consolidated Statements of Comprehensive Income](#ConsolidatedStatementsofComprehensiveInc) | [removed: 88] [added: 96] |

| [Consolidated Statements of Changes in Stockholders’ Equity](#ConsolidatedStatementsofChangesinStockho) | [removed: 89] [added: 97] |

| [Consolidated Statements of Cash Flows](#ConsolidatedStatementsofCashFlows_740676) | [removed: 90] [added: 98] |

| [Notes to Consolidated Financial Statements](#NotestoConsolidatedFinancialStatements_1) | [removed: 91] [added: 99] |

[removed: REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM][added: Report of Independent Registered Public Accounting Firm]

To the Stockholders and [removed: the] Board of Directors [removed: of Cboe Global Markets, Inc.]

We have audited the accompanying consolidated balance [removed: sheets] [added: sheet] of Cboe Global Markets, Inc. and subsidiaries (the "Company") as of December 31, [removed: 2019 and 2018,] [added: 2019,] the related consolidated statements of income, comprehensive income, stockholders' equity, and cash flows, for each of the [removed: three] [added: two] years in the period ended December 31, 2019, and the related notes (collectively referred to as the "financial statements").

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2019 and 2018,] [added: 2019,] and the results of its operations and its cash flows for each of the [removed: three] [added: two] years in the period ended December 31, 2019, in conformity with accounting principles generally accepted in the United States of America.

We [removed: have] also [added: have] audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the [removed: Company's] [added: Company’s] internal control over financial reporting as of December 31, [removed: 2019,] [added: 2020,] based on criteria established in [removed: _Internal] [added: Internal] Control [removed: —] [added: –] Integrated Framework [removed: (2013)_] [added: (2013)] issued by the Committee of Sponsoring Organizations of the Treadway [removed: Commission] [added: Commission,] and our report dated February [removed: 21, 2020_,_] [added: 19, 2021] expressed an unqualified opinion on the [removed: Company's] [added: effectiveness of the Company’s] internal control over financial reporting.

[removed: Basis] [added: Basis] for [removed: Opinion][added: Opinion]

[removed: Critical] [added: Critical] Audit [removed: Matter][added: Matters]

The critical audit [removed: matter] [added: matters] communicated below [removed: is a matter] [added: are matters] arising from the [removed: current-period] [added: current period] audit of the [added: consolidated] financial statements that [removed: was] [added: were] communicated or required to be communicated to the audit committee and [removed: that] [added: that:] (1) [removed: relates] [added: relate] to accounts or disclosures that are material to the [added: consolidated] financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the [added: consolidated] financial statements, taken as a whole, and we are not, by communicating the critical audit [removed: matter] [added: matters] below, providing [removed: a] separate [removed: opinion] [added: opinions] on the critical audit [removed: matter] [added: matters] or on the accounts or disclosures to which [removed: it relates.][added: they relate.]

We have served as the Company’s auditor since [removed: 1973.][added: 2020.]

[removed: Opinion] [added: Opinion] on Internal Control [removed: over] [added: Over] Financial [removed: Reporting][added: Reporting]

We have audited [removed: the internal control over financial reporting of] Cboe Global Markets, Inc. and [removed: subsidiaries] [added: subsidiaries’] (the [removed: “Company”)] [added: Company) internal control over financial reporting] as of December 31, [removed: 2019,] [added: 2020,] based on criteria established in Internal Control [removed: —] [added: –] Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway [removed: Commission (COSO).][added: Commission.]

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2019,] [added: 2020,] based on criteria established in Internal Control [removed: —] [added: –] Integrated Framework (2013) issued by [removed: COSO.][added: the Committee of Sponsoring Organizations of the Treadway Commission.]