Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with the accompanying unaudited condensed consolidated financial statements and the notes thereto, included in Item 1 in this Quarterly Report on Form 10-Q, and the audited consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, and as contained in that report, the information under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” This discussion contains forward-looking information. Please see “Forward-Looking Statements” for a discussion of the uncertainties, risks and assumptions associated with these statements.

Overview

Cboe Global Markets, Inc. (“Cboe” or “the Company”), a leading provider of market infrastructure and tradable products, delivers cutting-edge trading, clearing and investment solutions to market participants around the world. The company is committed to operating a trusted, inclusive global marketplace, providing leading products, technology and data solutions that enable participants to define a sustainable financial future. Cboe provides trading solutions and products in multiple asset classes, including equities, derivatives and FX, across North America, Europe, and Asia Pacific.

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

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

Recent Developments

Acquisition of BIDS Holdings

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

Acquisition of Chi-X Asia Pacific

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

Planned acquisition of ErisX

On October 20, 2021, the Company announced it entered into a definitive agreement to acquire Eris Digital Holdings, LLC (“ErisX”). ErisX operates a U.S. based digital asset spot market, a regulated futures exchange and a regulated clearing house. Ownership of ErisX presents a unique opportunity for the Company to enter the digital asset spot and derivatives marketplaces through a digital-first platform developed with industry partners to focus on robust regulatory

compliance, data and transparency. The transaction is expected to close in the first half of 2022; subject to regulatory review and other customary closing conditions.

Business Segments

The Company reports five business segments: Options, North American Equities, Futures, Europe and Asia Pacific (formerly Europe), and Global FX. Segment performance is primarily based on operating income (loss). The Company has aggregated all of its corporate costs and eliminations, as well as other business ventures, within Corporate Items and Eliminations; however, operating expenses that relate to activities of a specific segment have been allocated to that segment. Our management allocates resources, assesses performance and manages our business according to these segments:

Options. The Options segment includes listed options on market indices (“index options”), as well as on the stocks of individual corporations (“equity options”) and options on ETPs, such as exchange-traded funds (“ETFs”) and exchange-traded notes (“ETNs”), which are “multi-listed” options and listed on a non-exclusive basis. These options trade on Cboe Options, C2 Options, BZX Options, and EDGX Options, all U.S. national security exchanges. Cboe Options is the Company’s primary options market and offers trading in listed options through a single system that integrates electronic trading and traditional open outcry trading on the Cboe Options trading floor in Chicago. C2 Options, BZX Options, and EDGX Options are all-electronic options exchanges, and typically operate with different market models and fee structures than Cboe Options. The Options segment also includes applicable market data revenue generated from the consolidated tape plans, the licensing of proprietary options market data, index licensing, and access and capacity services.

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

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

Europe and Asia Pacific (formerly Europe). The Europe and Asia Pacific segment includes the pan-European listed equities and derivatives transaction services, ETPs, exchange-traded commodities, and international depository receipts that are hosted on MTFs operated by Cboe Europe Equities and Derivatives. It also includes the ETP listings business on RMs and clearing activities of EuroCCP, as well as the equities transaction services of Chi-X Asia Pacific, a holding company of alternative market operators and providers of innovative market solutions. This segment was previously referred to as the European Equities segment but was updated to the Europe segment in the first quarter of 2021 as a result of the anticipated buildout and launch of the pan-European derivatives platform in September 2021. The segment was subsequently updated to reflect the acquisition of Chi-X Asia Pacific. Cboe Europe operates lit and dark books, a periodic auctions book, and a Large-in-Scale (“LIS”) trading negotiation facility for UK symbols. Cboe NL, launched in October 2019, operates similar business functionality to that offered by Cboe Europe, and provides for trading only in European Economic Area symbols. In September 2021, Cboe Europe launched Cboe Europe Derivatives, a new Amsterdam-based marketplace which offers futures and options based on Cboe Europe equity indices. This segment also includes Cboe Europe Equities and Derivatives and Chi-X Asia Pacific revenue generated from the licensing of proprietary market data and from access and capacity services.

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

General Factors Affecting Results of Operations

In broad terms, our business performance is impacted by a number of drivers, including macroeconomic events affecting the risk and return of financial assets, investor sentiment, the regulatory environment for capital markets,

geopolitical events, tax policies, central bank policies and changing technology, particularly in the financial services industry. We believe our future revenues and net income will continue to be influenced by a number of domestic and international economic trends, including:

	●	trading volumes on our proprietary products such as VIX options and futures and SPX options;

	●	trading volumes in listed equity securities, options, futures, and ETPs in North America, Europe, and Asia Pacific, clearing volumes in listed equity securities and ETPs in Europe, volumes in listed equity options, and volumes in institutional FX trading;

	●	the demand for and pricing structure of the U.S. tape plan market data distributed by the Securities Information Processors (“SIPs”), which determines the pool size of the industry market data revenue we receive based on our market share;

	●	consolidation and expansion of our customers and competitors in the industry;

	●	the demand for information about, or access to, our markets and products, which is dependent on the products we trade, our importance as a liquidity center, quality and integrity of our proprietary indices, and the quality and pricing of our data and access and capacity services;

	●	continuing pressure in transaction fee pricing due to intense competition in the North American, European, and Asia Pacific markets;

	●	significant fluctuations in foreign currency translation rates or weakened value of currencies; and

	●	regulatory changes and obligations relating to market structure and increased capital requirements, and those which affect certain types of instruments, transactions, products, pricing structures, capital market participants or reporting or compliance requirements, including any changes resulting from Brexit.

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

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

Components of Revenues

Transaction and Clearing Fees

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

Access and Capacity Fees

Access and capacity fees represent fees assessed for the opportunity to trade, including fees for trading-related functionality across all segments, terminal and other equipment rights, maintenance services, trading floor space and telecommunications services. Facilities, systems services and other fees are generally monthly fee-based. These fees are billed monthly in accordance with the Company’s published fee schedules and recognized on a monthly basis when the

performance obligation is met. All access and capacity fees associated with the trading floor are recognized in the Options segment. There is no remaining performance obligation after revenue is recognized.

Market Data Fees

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

Regulatory Fees

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

Other Revenue

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

Components of Cost of Revenues

Liquidity Payments

Liquidity payments are directly correlated to the volume of securities traded on our markets. As stated above, we record the liquidity rebates paid to market participants providing liquidity, in the case of C2, BZX, EDGX, and Cboe Europe, as cost of revenue. BYX and EDGA offer a pricing model where we rebate liquidity takers for executing against an order resting on our book, which is also recorded as a cost of revenues.

Routing and Clearing

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

Section 31 Fees

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

Royalty Fees

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

Other Cost of Revenues

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

Components of Operating Expenses

Compensation and Benefits

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

Depreciation and Amortization

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

Technology Support Services

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

Professional Fees and Outside Services

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

Travel and Promotional Expenses

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

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Facilities Costs

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

Acquisition-Related Costs

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

Other Expenses

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

Non-Operating (Expense) Income

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

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Financial Summary

The following summarizes changes in financial performance for the three and nine months ended September 30, 2021 and 2020 and certain non-GAAP financial measures. These non-GAAP financials measures assist management in comparing our performance on a consistent basis for purposes of business decision making by removing the impact of certain items management believes do not reflect our underlying operations. Please see the footnotes below for additional information and reconciliations from our condensed consolidated financial statements. “YTD” represents the nine-month period ended September 30th.

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

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​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Three Months Ended September 30,					​	Increase/		​	Percent		​	Nine Months Ended September 30,					​	Increase/		​	Percent
​		2021			2020			(Decrease)			Change			2021			2020			(Decrease)			Change
​	​	(in millions, except percentages, earnings per share, and as noted below)											​	(in millions, except percentages, earnings per share, and as noted below)										​
Total revenues	​	$	816.8	​	$	792.7	​	$	24.1	​	3.0	%	​	$	2,628.4	​	$	2,582.9	​	$	45.5	​	1.8	%
Total cost of revenues		​	447.3		​	500.7		​	(53.4)		(10.7)	%		​	1,542.8		​	1,635.7		​	(92.9)		(5.7)	%
Revenues less cost of revenues		​	369.5		​	292.0		​	77.5		26.5	%		​	1,085.6		​	947.2		​	138.4		14.6	%
Total operating expenses		​	178.8		​	152.7		​	26.1		17.1	%		​	500.3		​	419.8		​	80.5		19.2	%
Operating income		​	190.7		​	139.3		​	51.4		36.9	%		​	585.3		​	527.4		​	57.9		11.0	%
Income before income tax provision		​	173.8		​	163.4		​	10.4		6.4	%		​	545.9		​	537.5		​	8.4		1.6	%
Income tax provision		​	53.4		​	53.5		​	(0.1)		(0.2)	%		​	182.8		​	156.6		​	26.2		16.7	%
Net income	​	$	120.4	​	$	109.9	​	$	10.5		9.6	%	​	$	363.1	​	$	380.9	​	$	(17.8)		(4.7)	%
Basic earnings per share	​	$	1.12	​	$	1.01	​	$	0.11	​	10.9	%	​	$	3.38	​	$	3.47	​	$	(0.09)	​	(2.6)	%
Diluted earnings per share	​	​	1.12	​	​	1.01	​	​	0.11	​	10.9	%	​	​	3.38	​	​	3.46	​	​	(0.08)	​	(2.3)	%
Organic net revenue (1)	​	​	352.8	​	​	292.0	​	​	60.8	​	20.8	%	​	​	1,019.9	​	​	947.2	​	​	72.7	​	7.7	%
EBITDA (2)	​	​	227.9	​	​	212.1	​	​	15.8		7.4	%	​	​	706.5	​	​	678.6	​	​	27.9		4.1	%
EBITDA margin (3)	​		61.7	%		72.6	%		(10.9)	%		*	​		65.1	%		71.6	%		(6.5)	%		*
Adjusted EBITDA (2)	​	$	239.6	​	$	192.4	​	$	47.2		24.5	%	​	$	723.4	​	$	669.1	​	$	54.3		8.1	%
Adjusted EBITDA margin (4)	​		64.8	%		65.9	%		(1.1)	%		*	​		66.6	%		70.6	%		(4.0)	%		*
Adjusted earnings (5)	​	$	154.9	​	$	120.5	​	$	34.5		28.6	%	​	$	467.1	​	$	446.1	​	$	21.0		4.7	%
Adjusted earnings margin (5)	​		41.9	%		41.3	%		0.6	%		*	​		43.0	%		47.1	%		(4.1)	%		*
Diluted weighted average shares outstanding	​	​	107.0	​	​	108.8	​	​	(1.8)	​	(1.7)	%	​	​	107.2	​	​	109.8	​	​	(2.6)	​	(2.4)	%
Adjusted Diluted earnings per share (6)	​	$	1.45	​	$	1.11	​	$	0.34		30.6	%	​	$	4.36	​	$	4.06	​	$	0.30		7.4	%

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*	Not meaningful

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

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The following table includes operational and financial metrics for our Options, North American Equities, Futures, Europe and Asia Pacific, and Global FX segments. The metrics listed for EuroCCP, BIDS Trading, Australian Equities, and Japanese Equities in the table below are newly added for the three and nine months ended September 30, 2021 as a result of acquisitions completed during 2020 and 2021. Therefore, the table does not include results from the periods preceding each acquisition for the applicable metrics. The following summarizes changes in certain operational and financial metrics for the three and nine months ended September 30, 2021 compared to the three and nine months ended September 30, 2020:

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​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Three Months Ended September 30,					​	Increase/		​	Percent	​	​	Nine Months Ended September 30,					​	Increase/		​	Percent	​
​		2021			2020			(Decrease)			Change	​		2021			2020			(Decrease)			Change	​
​	​	(in millions, except percentages, trading days, and as noted below)										​	​	(in millions, except percentages, trading days, and as noted below)										​
Options:													​											​
Average daily volume (ADV) (in millions of contracts):	​			​			​					​	​			​			​					​
Market ADV	​	​	37.5	​	​	29.5	​	​	8.0		27.1	%	​		38.6	​	​	28.6	​	​	10.0		35.0	%
Total touched contracts	​		11.8	​	​	9.6	​	​	2.2		22.9	%	​		11.8	​	​	10.1	​	​	1.7		16.8	%
Index contract ADV	​		2.0	​	​	1.4	​	​	0.6		42.9	%	​		1.9	​	​	1.9	​	​	—		—	%
Multi-listed contract ADV	​	​	9.8	​	​	8.2	​	​	1.6		19.5	%	​	​	9.9	​	​	8.2	​	​	1.7	​	20.7	%
Number of trading days	​	​	64	​	​	64	​	​	—		—	%	​	​	188	​	​	189	​	​	(1)		(0.5)	%
Total Options revenue per contract (RPC) (7)	​	$	0.200	​	$	0.173	​	$	0.027		15.6	%	​	$	0.190	​	$	0.197	​	$	(0.007)		(3.6)	%
Multi-listed options RPC (7)	​	​	0.069	​	​	0.056	​	​	0.013		23.2	%	​	​	0.068	​	​	0.053	​	​	0.015		28.3	%
Index options RPC (7)	​	​	0.851	​	​	0.842	​	​	0.009		1.1	%	​	​	0.827	​	​	0.822	​	​	0.005		0.6	%
Total Options market share	​	​	31.3	%	​	32.4	%	​	(1.1)	%	​	*	​	​	30.7	%	​	35.2	%	​	(4.5)	%	​	*
Multi-listed options market share	​	​	27.6	%	​	29.0	%	​	(1.4)	%	​	*	​	​	27.1	%	​	30.7	%	​	(3.6)	%	​	*
Index options market share	​	​	98.4	%	​	98.9	%	​	(0.5)	%	​	*	​	​	98.7	%	​	99.2	%	​	(0.5)	%	​	*
North American Equities:	​			​		​	​			​		​	​			​		​	​			​		​
U.S. Equities:	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
U.S. Equities - Exchange:	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
ADV:	​			​		​	​			​		​	​			​		​	​			​		​
Total touched shares (in billions)	​		1.4	​		1.6	​		(0.2)		(12.5)	%	​		1.8	​		1.9	​		(0.1)		(5.3)	%
Market ADV (in billions)	​		9.8	​		9.9	​		(0.1)		(1.0)	%	​		11.6	​		11.1	​		0.5		4.5	%
Market share	​	​	14.0	%	​	15.1	%	​	(1.1)	%	​	*	​	​	14.5	%	​	16.0	%	​	(1.5)	%	​	*
U.S. Equities - Exchange (net capture per one hundred touched shares) (8)	​	$	0.020	​	$	0.017	​	$	0.003		17.6	%	​	$	0.018	​	$	0.023	​	$	(0.005)		(21.7)	%
U.S. ETPs: launches (number of launches)	​	​	21	​		22	​	​	(1)		(4.5)	%	​		84	​	​	71	​		13		18.3	%
U.S. ETPs: listings (number of listings)	​	​	512	​		388	​	​	124		32.0	%	​		512	​	​	388	​		124		32.0	%
U.S. Equities - Off-Exchange (9):	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
ADV:	​			​		​	​			​		​	​			​		​	​			​		​
Total touched shares (in millions)	​		73.0	​		—	​		73.0		—	%	​		82.5	​		—	​		82.5		—	%
U.S. Equities - Off-Exchange (net capture per one hundred touched shares) (10)	​	$	0.122	​	$	—	​	$	0.122		—	%	​	$	0.122	​	$	—	​	$	0.122		—	%
Trading days	​	​	64	​	​	64	​	​	—	​	—	%	​	​	188	​	​	189	​	​	(1)	​	(0.5)	%
Canadian Equities:	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
ADV (matched shares, in millions)	​	​	37.8	​	​	40.0	​	​	(2.2)	​	(5.5)	%	​	​	52.1	​	​	40.0	​	​	12.1	​	30.3	%
Trading days	​	​	63	​	​	41	​	​	22	​	53.7	%	​	​	188	​	​	41	​	​	147	​	358.5	%
Net capture (per 10,000 touched shares, in Canadian dollars) (11)	​	​	8.342	​	​	8.200	​	​	0.142	​	1.7	%	​	​	7.648	​	​	8.200	​	​	(0.552)	​	(6.7)	%
Futures:	​		​	​		​	​		​	​	​	​	​		​	​		​	​		​	​	​	​
ADV (in thousands)	​	​	222.5	​	​	171.8	​	​	50.7	​	29.5	%	​	​	230.7	​	​	214.6	​	​	16.1	​	7.5	%
Trading days	​	​	64	​	​	64	​	​	—	​	—	%	​	​	188	​	​	189	​	​	(1)	​	(0.5)	%
Revenue per contract	​	$	1.626	​	$	1.527	​	$	0.099	​	6.5	%	​	$	1.637	​	$	1.688	​	$	(0.051)	​	(3.0)	%
Europe and Asia Pacific:	​			​		​	​			​		​	​			​		​	​			​		​
European Equities:	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
ADNV:	​		​	​		​	​			​		​	​		​	​		​	​			​		​
Matched and touched ADNV (in billions)	​	€	7.2	​	€	5.6	​	€	1.6	​	28.6	%	​	€	7.3	​	€	7.0	​	€	0.3	​	4.3	%
Market ADNV (in billions)	​	​	39.6	​	​	31.5	​	​	8.1	​	25.7	%	​	​	42.1	​	​	40.9	​	​	1.2	​	2.9	%
Trading days	​		66	​		66	​		—	​	—	%	​		192	​		193	​	​	(1)	​	(0.5)	%
Market share	​	​	18.2	%	​	17.7	%	​	0.5	%	​	*	​	​	17.4	%	​	17.1	%	​	0.3	%	​	*
Net capture (per matched notional value in basis points) (12)	​	​	0.264	​	​	0.245	​	​	0.019	​	7.8	%	​	​	0.272	​	​	0.245	​	​	0.027	​	11.0	%
EuroCCP:	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Trades cleared (13)	​	​	306.1	​	​	255.3	​	​	50.8	​	19.9	%	​	​	899.1	​	​	255.3	​	​	643.8	​	252.2	%
Fee per trade cleared (14)	​	€	0.010	​	€	0.011	​	€	(0.001)	​	(9.1)	%	​	€	0.011	​	€	0.011	​	€	—	​	—	%
Net settlement volume (15)	​	​	2.5	​	​	2.0	​	​	0.5	​	25.0	%	​	​	7.3	​	​	2.0	​	​	5.3	​	265.0	%
Net fee per settlement (16)	​	€	0.869	​	€	0.820	​	€	0.049	​	6.0	%	​	€	0.875	​	€	0.820	​	€	0.055	​	6.7	%
Australian Equities:	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
ADNV (AUD billions)	​	$	0.8	​	$	—	​	$	0.8	​	—	%	​	$	0.8	​	$	—	​	$	0.8	​	—	%
Trading days	​	​	66	​	​	—	​	​	66	​	—	%	​	​	66	​	​	—	​	​	66	​	—	%
Net capture (per matched notional value in basis points) (17)	​	​	0.173	​	​	—	​	​	0.173	​	—	%	​	​	0.173	​	​	—	​	​	0.173	​	—	%
Japanese Equities:	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
ADNV (JPY billions)	​	¥	88.7	​	¥	—	​	¥	88.7	​	—	%	​	¥	88.7	​	¥	—	​	¥	88.7	​	—	%
Trading days	​	​	61	​	​	—	​	​	61	​	—	%	​	​	61	​	​	—	​	​	61	​	—	%
Net capture (per matched notional value in basis points) (18)	​	​	0.364	​	​	—	​	​	0.364	​	—	%	​	​	0.364	​	​	—	​	​	0.364	​	—	%
Global FX:	​		​	​		​	​			​		​	​		​	​		​	​			​		​
ADNV (in billions)	​	$	32.4	​	$	30.2	​	$	2.2	​	7.3	%	​	$	33.9	​	$	35.0	​	$	(1.1)	​	(3.1)	%
Trading days	​		66	​		66	​		—	​	—	%	​		194	​		195	​	​	(1)	​	(0.5)	%
Global FX (net capture per one million dollars traded) (19)	​	​	2.77	​	​	2.70	​	​	0.07	​	2.6	%	​	​	2.71	​	​	2.72	​	​	(0.01)	​	(0.4)	%
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Average British pound/U.S. dollar exchange rate	​	$	1.378	​	$	1.291	​	$	0.087	​	6.7	%	​	$	1.385	​	$	1.271	​	$	0.114	​	9.0	%
Average Canadian dollar/U.S. dollar exchange rate	​	$	0.794	​	$	0.751	​	$	0.043	​	5.7	%	​	$	0.799	​	$	0.739	​	$	0.060	​	8.1	%
Average Euro/U.S. dollar exchange rate	​	$	1.179	​	$	1.169	​	$	0.010	​	0.9	%	​	$	1.196	​	$	1.124	​	$	0.072	​	6.4	%
Average Euro/British pound exchange rate	​	£	0.855	​	£	0.905	​	£	(0.050)	​	(5.5)	%	​	£	0.864	​	£	0.884	​	£	(0.020)	​	(2.3)	%
Average Australian dollar/U.S. dollar exchange rate	​	$	0.728	​	$	—	​	$	0.728	​	—	%	​	$	0.728	​	$	—	​	$	0.728	​	—	%
Average Japanese Yen/U.S. dollar exchange rate	​	$	0.009	​	$	—	​	$	0.009	​	—	%	​	$	0.009	​	$	—	​	$	0.009	​	—	%

​

*	Not meaningful

​

(1)

Organic net revenue is defined as revenues less cost of revenues excluding revenues less cost of revenues of any acquisition that has been owned for less than one year. Revenues from acquisitions that have been owned at least one year are considered organic and are no longer excluded from organic net revenue from either period for comparative purposes. Organic net revenue does not represent, and should not be considered as, an alternative to revenues less cost of revenues, or net revenue, as determined in accordance with GAAP. We have presented organic net revenue because we consider it an important supplemental measure of our performance and we use it as the basis for monitoring our operating financial performance before the effects of acquisitions. We also believe that it is frequently used by analysts, investors and other interested parties in the evaluation of companies. We believe that investors may find this non-GAAP measure useful in evaluating our performance compared to that of peer companies in our industry. Other companies may calculate organic net revenue differently than we do. Organic net revenue has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our results as reported under GAAP.

​	​	​	​	​	​	​	​	​	​	​	​
​	Three Months Ended						Nine Months Ended
​	September 30,						September 30,
​	2021		​	2020		​	2021		​	2020
​	(in millions)					​	(in millions)
Revenues less cost of revenues	$	369.5	​	$	292.0	​	$	1,085.6	​	$	947.2
Recent acquisitions:	​	​	​	​	​	​	​	​	​	​	​
Acquisition revenues less cost of revenues	$	(16.7)	​	$	—	​	$	(65.7)	​	$	—
Organic net revenue	$	352.8	​	$	292.0	​	$	1,019.9	​	$	947.2

​

(2)

EBITDA is defined as income before interest, income taxes, depreciation and amortization. Adjusted EBITDA is defined as EBITDA before acquisition-related costs, provision for notes receivable, bargain purchase gain, and impairment of investment. EBITDA and adjusted EBITDA do not represent, and should not be considered as, alternatives to net income as determined in accordance with GAAP. We have presented EBITDA and adjusted EBITDA because we consider them important supplemental measures of our performance and believe that they are frequently used by analysts, investors and other interested parties in the evaluation of companies. In addition, we use adjusted EBITDA as a measure of operating performance for preparation of our forecasts and evaluating our leverage ratio for the debt to earnings covenant included in our outstanding credit facility. Other companies may calculate EBITDA and adjusted EBITDA differently than we do. EBITDA and adjusted EBITDA have limitations as analytical tools, and you should not consider them in isolation or as substitutes for analysis of our results as reported under GAAP.

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

(4)	Adjusted EBITDA margin represents adjusted EBITDA divided by revenues less cost of revenues.

(5)

Adjusted earnings is defined as net income adjusted for amortization of purchased intangibles, acquisition-related costs, provision for notes receivable, bargain purchase gain, impairment of investment, deferred tax re-measurements, and net income allocated to participating securities, net of the income tax effects of these adjustments. Adjusted earnings does not represent, and should not be considered as, an alternative to net income, as determined in accordance with GAAP. We have presented adjusted earnings because we consider it an important supplemental measure of our performance and we use it as the basis for monitoring our own core operating financial performance relative to other operators of exchanges. We also believe that it is frequently used by analysts, investors and other interested parties in the evaluation of companies. We believe that investors may find this non-GAAP measure useful in evaluating our performance compared to that of peer companies in our industry. Other companies may calculate adjusted earnings differently than we do. Adjusted earnings has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our results as reported under GAAP.

(6)	Adjusted diluted earnings per share represents adjusted earnings divided by diluted weighted average shares outstanding.

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

(8)	Net capture per one hundred touched shares refers to transaction fees less liquidity payments and routing and clearing costs divided by the product of one-hundredth ADV of touched shares on BZX, BYX, EDGX, and EDGA and the number of trading days.

(9)	U.S. Equities – Off-Exchange data reflects Cboe’s acquisition of BIDS Trading, effective December 31, 2020.

(10)	Net capture per 100 touched shares refers to transaction fees less order and execution management system (OMS/EMS) fees and clearing costs divided by the product of one-hundredth ADV of touched shares on BIDS Trading and the number of trading days for the period.

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

(12)	Net capture per matched notional value refers to transaction fees less liquidity payments in British pounds divided by the product of ADNV in British pounds of shares matched on Cboe Europe Equities and Derivatives and the number of trading days.

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

(14)	Fee per trade cleared refers to clearing fees divided by number of non-interoperable trades cleared.

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

(16)	Net fee per settlement refers to settlement fees less direct costs incurred to settle divided by the number of settlements executed after netting.

(17)	Net capture per matched notional value refers to transaction fees less liquidity payments in Australian dollars divided by the product of ADNV in Australian dollars of shares matched on Chi-X Australia and the number of Australian Equities trading days.

(18)	Net capture per matched notional value refers to transaction fees less liquidity payments in Japanese Yen divided by the product of ADNV in Japanese Yen of shares matched on Chi-X Japan and the number of Japanese Equities trading days.

(19)	Net capture per one million dollars traded refers to net transaction fees less liquidity payments, if any, divided by the Spot and SEF products of one-thousandth of ADNV traded on the Cboe FX Markets and the number of trading days, divided by two, which represents the buyer and seller that are both charged on the transaction.

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

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Three Months Ended September 30,
​	​	2021
​		Options			North American Equities			Futures			Europe and Asia Pacific			Global FX			Corporate			Total
Net income (loss) allocated to common stockholders	​	$	136.0	​	$	33.3	​	$	16.2	​	$	6.4	​	$	0.3	​	$	(72.2)	​	$	120.0
Interest expense, net	​		—	​		—	​		—	​		3.0	​		—	​		8.7	​		11.7
Income tax provision (benefit)	​		—	​		(1.9)	​		—	​		3.1	​		—	​		52.2	​		53.4
Depreciation and amortization	​		7.3	​		18.7	​		0.8	​		10.0	​		6.0	​		—	​		42.8
EBITDA	​		143.3	​		50.1	​		17.0	​		22.5	​		6.3	​		(11.3)	​		227.9
Acquisition-related costs	​		—	​		0.8	​		—	​		0.5	​		—	​		5.4	​		6.7
Impairment of investment	​	​	—	​		—	​		—	​		—	​		—	​		5.0	​		5.0
Adjusted EBITDA	​	$	143.3	​	$	50.9	​	$	17.0	​	$	23.0	​	$	6.3	​	$	(0.9)	​	$	239.6
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Three Months Ended September 30,
​	​	2020
​		Options			North American Equities			Futures			Europe and Asia Pacific			Global FX			Corporate			Total
Net income (loss) allocated to common stockholders	​	$	94.4	​	$	32.2	​	$	10.1	​	$	36.6	​	$	0.4	​	$	(64.1)	​	$	109.6
Interest expense, net	​		—	​		—	​		—	​		2.3	​		—	​		7.2	​		9.5
Income tax provision	​		—	​		0.8	​		—	​		2.5	​		—	​		50.2	​		53.5
Depreciation and amortization	​		7.7	​		17.0	​		0.8	​		7.5	​		6.5	​		—	​		39.5
EBITDA	​		102.1	​		50.0	​		10.9	​		48.9	​		6.9	​		(6.7)	​		212.1
Acquisition-related costs	​		(0.2)	​		1.1	​		—	​		—	​		—	​		5.3	​		6.2
Provision for notes receivable	​	​	1.7	​	​	5.0	​		—	​		—	​		—	​		—	​		6.7
Bargain purchase gain	​	​	—	​	​	—	​		—	​		(32.0)	​		—	​		(0.6)	​		(32.6)
Adjusted EBITDA	​	$	103.6	​	$	56.1	​	$	10.9	​	$	16.9	​	$	6.9	​	$	(2.0)	​	$	192.4

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Nine Months Ended September 30,
​	​	2021
​		Options			North American Equities			Futures			Europe and Asia Pacific			Global FX			Corporate			Total
Net income (loss) allocated to common stockholders	​	$	388.6	​	$	113.6	​	$	48.9	​	$	21.5	​	$	1.8	​	$	(212.4)	​	$	362.0
Interest expense, net	​		—	​		—	​		—	​		9.9	​		—	​		26.4	​		36.3
Income tax provision	​		—	​		—	​		—	​		9.7	​		—	​		173.1	​		182.8
Depreciation and amortization	​		22.1	​		56.9	​		2.2	​		25.9	​		18.3	​		—	​		125.4
EBITDA	​		410.7	​		170.5	​		51.1	​		67.0	​		20.1	​		(12.9)	​		706.5
Acquisition-related costs	​		0.3	​		1.4	​		—	​		0.5	​		—	​		9.7	​		11.9
Impairment of investment	​		—	​		—	​		—	​		—	​		—	​		5.0	​		5.0
Adjusted EBITDA	​	$	411.0	​	$	171.9	​	$	51.1	​	$	67.5	​	$	20.1	​	$	1.8	​	$	723.4
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Nine Months Ended September 30,
​	​	2020
​		Options			North American Equities			Futures			Europe and Asia Pacific			Global FX			Corporate			Total
Net income (loss) allocated to common stockholders	​	$	331.1	​	$	134.4	​	$	45.2	​	$	46.9	​	$	4.5	​	$	(182.2)	​	$	379.9
Interest expense, net	​	​	—	​	​	—	​	​	—	​	​	2.2	​	​	—	​	​	21.9	​	​	24.1
Income tax provision	​		—	​		3.3	​		—	​		7.6	​		—	​		145.7	​		156.6
Depreciation and amortization	​		23.0	​		51.2	​		2.4	​		21.4	​		20.0	​		—	​		118.0
EBITDA	​		354.1	​		188.9	​		47.6	​		78.1	​		24.5	​		(14.6)	​		678.6
Acquisition-related costs	​	​	1.8	​	​	1.1	​	​	—	​	​	—	​	​	—	​	​	13.5	​	​	16.4
Provision for notes receivable	​	​	1.7	​	​	5.0	​	​	—	​	​	—	​	​	—	​	​	—	​	​	6.7
Bargain purchase gain	​	​	—	​	​	—	​	​	—	​	​	(32.0)	​	​	—	​	​	(0.6)	​	​	(32.6)
Adjusted EBITDA	​	$	357.6	​	$	195.0	​	$	47.6	​	$	46.1	​	$	24.5	​	$	(1.7)	​	$	669.1

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

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Three Months Ended					​	Nine Months Ended
​	​	September 30,					​	September 30,
​		2021			2020			2021			2020
Net income allocated to common stockholders	​	$	120.0	​	$	109.6	​	$	362.0	​	$	379.9
Amortization	​		31.8	​		30.9	​		95.2	​		93.4
Acquisition-related costs	​		6.7	​		6.2	​		11.9	​		16.4
Provision for notes receivable	​	​	—	​	​	6.7	​	​	—	​	​	6.7
Bargain purchase gain	​	​	—	​	​	(32.6)	​	​	—	​	​	(32.6)
Impairment of investment	​	​	5.0	​	​	—	​	​	5.0	​	​	—
Tax effect of adjustments	​		(8.5)	​		(8.0)	​		(24.4)	​		(24.9)
Deferred tax re-measurements	​	​	—	​	​	7.7	​	​	17.7	​	​	7.7
Net income allocated to participating securities	​	​	(0.1)	​	​	—	​	​	(0.3)	​	​	(0.5)
Adjusted earnings	​	$	154.9	​	$	120.5	​	$	467.1	​	$	446.1

​

Revenues

Total revenues for the three and nine months ended September 30, 2021 increased $24.1 million, or 3.0%, and $45.5 million, or 1.8%, respectively, compared to the same periods in 2020, primarily due to increased transaction and clearing fees as a result of increased volumes traded on the Options exchanges, partially offset by a decrease in regulatory fees as a result of a decline in the Section 31 fee rate. The following summarizes changes in revenues for the three and nine months ended September 30, 2021, compared to the three and nine months ended September 30, 2020 (in millions, except percentages):

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Three Months Ended					​	​	​	​	​		​	Nine Months Ended					​	​	​	​	​
​	​	September 30,					​	Increase/		​	Percent		​	September 30,					​	Increase/		​	Percent
​		2021			2020			(Decrease)			Change			2021			2020			(Decrease)			Change
Transaction and clearing fees	​	$	632.9	​	$	545.5	​	$	87.4	​	16.0	%	​	$	2,014.3	​	$	1,825.3	​	$	189.0	​	10.4	%
Access and capacity fees	​	​	72.8	​	​	60.6	​	​	12.2	​	20.1	%	​	​	206.3	​	​	174.0	​	​	32.3	​	18.6	%
Market data fees	​	​	62.0	​	​	59.5	​	​	2.5	​	4.2	%	​	​	188.6	​	​	174.4	​	​	14.2	​	8.1	%
Regulatory fees	​	​	34.6	​	​	113.8	​	​	(79.2)	​	(69.6)	%	​	​	173.0	​	​	379.3	​	​	(206.3)	​	(54.4)	%
Other revenue	​	​	14.5	​	​	13.3	​	​	1.2	​	9.0	%	​	​	46.2	​	​	29.9	​	​	16.3	​	54.5	%
Total revenues	​	$	816.8	​	$	792.7	​	$	24.1	​	3.0	%	​	$	2,628.4	​	$	2,582.9	​	$	45.5	​	1.8	%

​

Transaction and Clearing Fees

Transaction and clearing fees increased for the three and nine months ended September 30, 2021 compared to the same periods in 2020. For the three months ended September 30, 2021, the increase was primarily due to a 27.1% increase in overall options market ADV, including a 42.9% increase in index options ADV, and additional transaction and clearing fees attributable to BIDS, which the Company acquired in the fourth quarter of 2020. For the nine months ended September 30, 2021, the increase was primarily due to a 35.0% increase in overall options market ADV, including a 20.7% increase in multi-listed options ADV, and additional transaction and clearing fees attributable to EuroCCP and BIDS, which the Company acquired in the third and fourth quarters of 2020, respectively, when compared to the same period in 2020.

Access Capacity Fees

Access and capacity fees increased for the three and nine months ended September 30, 2021 compared to the same periods in 2020 primarily due to an increase in logical port revenue in the Options, Europe and Asia Pacific, and North American Equities segments and an increase in physical port revenue in the North American Equities, Options, and Europe and Asia Pacific segments.

Market Data Fees

Market data fees increased for the three and nine months ended September 30, 2021 compared to the same periods in 2020. For the three months ended September 30, 2021, the increase was primarily due to an increase in subscribers

and additional revenue attributed to Chi-X Asia Pacific, which was acquired in the third quarter of 2021, partially offset by a decrease in tape plan market data revenue within the North American Equities segment resulting from a decrease in market share. For the nine months ended September 30, 2021, the increase was primarily due to an increase in subscribers and additional revenue attributed to Chi-X Asia Pacific and Trade Alert, which were acquired during the third quarter of 2021 and the second quarter of 2020, respectively.

Regulatory Fees

Regulatory fees decreased for the three and nine months ended September 30, 2021 compared to the same periods in 2020. For the three months ended September 30, 2021, the decrease was primarily due to a 76.9% decline in the Section 31 fee rate, from an average rate of $22.10 per million dollars of covered sales for the three months ended September 30, 2020 to an average rate of $5.10 per million dollars of covered sales during the three months ended September 30, 2021. For the nine months ended September 30, 2021, the decrease was primarily due to a 60.3% decline in the Section 31 fee rate, from an average rate of $21.90 per million dollars of covered sales for the nine months ended September 30, 2020 to an average rate of $8.70 per million dollars of covered sales during the nine months ended September 30, 2021.

Other Revenue

Other revenue increased for the three and nine months ended September 30, 2021 compared to the same periods in 2020. For the three months ended September 30, 2021, the increase was primarily due to an increase in trade reporting revenue within the Europe and Asia Pacific segment. For the nine months ended September 30, 2021, the increase was primarily due to additional interest income from EuroCCP, which the Company acquired in the third quarter of 2020, as well as an increase in trade reporting revenue within the Europe and Asia Pacific segment.

Cost of Revenues

Cost of revenues decreased for the three and nine months ended September 30, 2021 compared to the same periods in 2020, primarily due to lower Section 31 fees as a result of a decline in the Section 31 fee rate, partially offset by an increase in liquidity payments as a result of increased volumes traded on the Options exchanges. The following summarizes changes in cost of revenues for the three and nine months ended September 30, 2021 compared to the three and nine months ended September 30, 2020 (in millions, except percentages):

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Three Months Ended					​	​	​	​	​		​	Nine Months Ended					​	​	​	​	​
​	​	September 30,					​	Increase/		​	Percent		​	September 30,					​	Increase/		​	Percent
​		2021			2020			(Decrease)			Change			2021			2020			(Decrease)			Change
Liquidity payments	​	$	375.3	​	$	359.4	​	$	15.9	​	4.4	%	​	$	1,255.0	​	$	1,167.4	​	$	87.6	​	7.5	%
Routing and clearing	​		19.0	​		14.9	​		4.1	​	27.5	%	​		66.0	​		48.6	​		17.4	​	35.8	%
Section 31 fees	​	​	27.9	​	​	105.4	​	​	(77.5)	​	(73.5)	%	​	​	148.6	​	​	351.8	​	​	(203.2)	​	(57.8)	%
Royalty fees	​	​	22.0	​	​	17.6	​	​	4.4	​	25.0	%	​	​	62.6	​	​	64.4	​	​	(1.8)	​	(2.8)	%
Other	​	​	3.1	​	​	3.4	​	​	(0.3)	​	(8.8)	%	​	​	10.6	​	​	3.5	​	​	7.1	​	202.9	%
Total	​	$	447.3	​	$	500.7	​	$	(53.4)	​	(10.7)	%	​	$	1,542.8	​	$	1,635.7	​	$	(92.9)	​	(5.7)	%

​

Liquidity Payments

Liquidity payments increased for the three months ended September 30, 2021 compared to the same period in 2020 primarily due to an increase in volumes traded on the Options exchanges, partially offset by a decrease in volumes traded on the U.S. Equities exchanges. Liquidity payments increased for the nine months ended September 30, 2021 compared to the same period in 2020 primarily due to an increase in volumes traded on the Options exchanges and an increase in the liquidity payments rate per matched share on the U.S. Equities exchanges.

Routing and Clearing

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

and clearing settlement costs related to EuroCCP, which the Company acquired in the third quarter of 2020, and routing and clearing fees related to BIDS, which the Company acquired in the fourth quarter of 2020.

Section 31 Fees

Section 31 fees decreased for the three and nine months ended September 30, 2021 compared to the same periods in 2020. For the three months ended September 30, 2021, the decrease was primarily due to a 76.9% decline in the Section 31 fee rate, from an average rate of $22.10 per million dollars of covered sales for the three months ended September 30, 2020 to an average rate of $5.10 per million dollars of covered sales during the three months ended September 30, 2021. For the nine months ended September 30, 2021, the decrease was primarily due to a 60.3% decline in the Section 31 fee rate, from an average rate of $21.90 per million dollars of covered sales for the nine months ended September 30, 2020 to an average rate of $8.70 per million dollars of covered sales during the nine months ended September 30, 2021.

Royalty Fees

Royalty fees increased for the three months ended September 30, 2021 compared to the same period in 2020 primarily due to an increase in trading volume in licensed products. Royalty fees decreased for the nine months ended September 30, 2021 compared to the same period in 2020 primarily due to a decline in fees from PULSe, which was decommissioned in the fourth quarter of 2020, partially offset by increased fees related to the dissemination of market data through CSMI.

Other Cost of Revenues

Other cost of revenue decreased for the three months ended September 30, 2021 compared to the same period in 2020 primarily due to a decrease in interest expense related to EuroCCP. Other cost of revenue increased for the nine months ended September 30, 2021 compared to the same period in 2020 primarily due to additional interest expense from EuroCCP, which the Company acquired in the third quarter of 2020.

Revenues Less Cost of Revenues

Revenues less cost of revenues increased $77.5 million, or 26.5%, for the three months ended September 30, 2021 compared to the same period in 2020 primarily due to a $67.4 million, or 39.4%, increase in transaction and clearing fees less liquidity payments and routing and clearing costs, and an $12.2 million, or 20.1%, increase in access and capacity fees. Revenues less cost of revenues increased $138.4 million, or 14.6%, for the nine months ended September 30, 2021 compared to the same period in 2020 primarily due to a $84.0 million, or 13.8%, increase in transaction and clearing fees less liquidity payments and routing and clearing costs, a $32.3 million, or 18.6%, increase in access and capacity fees, and a $14.2 million, or 8.1%, increase in market data fees.

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

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Three Months Ended					​	​	​	​	​	​	​	Nine Months Ended					​	​	​	​	​	​
​	​	September 30,					​	Increase/		​	Percent	​	​	September 30,					​	Increase/		​	Percent	​
​		2021			2020			(Decrease)			Change			2021			2020			(Decrease)			Change	​
Transaction and clearing fees less liquidity payments and routing and clearing costs	​	$	238.6	​	$	171.2	​	$	67.4	​	39.4	%	​	$	693.3	​	$	609.3	​	$	84.0	​	13.8	%
Access and capacity fees	​	​	72.8	​	​	60.6	​	​	12.2	​	20.1	%	​	​	206.3	​	​	174.0	​	​	32.3	​	18.6	%
Market data fees	​	​	62.0	​	​	59.5	​	​	2.5	​	4.2	%	​	​	188.6	​	​	174.4	​	​	14.2	​	8.1	%
Regulatory fees, less Section 31 fees	​	​	6.7	​	​	8.4	​	​	(1.7)	​	(20.2)	%	​	​	24.4	​	​	27.5	​	​	(3.1)	​	(11.3)	%
Royalty fees	​	​	(22.0)	​	​	(17.6)	​	​	(4.4)	​	25.0	%	​	​	(62.6)	​	​	(64.4)	​	​	1.8	​	(2.8)	%
Other	​	​	11.4	​	​	9.9	​	​	1.5	​	15.2	%	​	​	35.6	​	​	26.4	​	​	9.2	​	34.8	%
Revenues less cost of revenues	​	$	369.5	​	$	292.0	​	$	77.5	​	26.5	%	​	$	1,085.6	​	$	947.2	​	$	138.4	​	14.6	%

​

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

Transaction and clearing fees less liquidity payments and routing and clearing costs (“Net Transaction and Clearing Fees”) increased for the three and nine months ended September 30, 2021 compared to the same periods in 2020. The increase for the three months ended September 30, 2021 was primarily due to a 42.9% increase in index options ADV, a 19.5% increase in multi-listed options ADV, and additional net transaction and clearing fees attributable to BIDS, which the Company acquired in the fourth quarter of 2020. The increase for the nine months ended September 30, 2021 was primarily due to a 20.7% increase in multi-listed options ADV and additional net transaction and clearing fees attributable to EuroCCP and BIDS, which the Company acquired in the third and fourth quarters of 2020, respectively, partially offset by a 21.7% decrease in net capture on the U.S. Equities exchanges.

Access and Capacity Fees

Access and capacity fees increased for the three and nine months ended September 30, 2021 compared to the same periods in 2020 primarily due to an increase in logical port revenue in the Options, Europe and Asia Pacific, and North American Equities segments and an increase in physical port revenue in the North American Equities, Options, and Europe and Asia Pacific segments.

Market Data Fees

Market data fees increased for the three and nine months ended September 30, 2021 compared to the same periods in 2020. For the three months ended September 30, 2021, the increase was primarily due to an increase in subscribers and additional revenue attributed to Chi-X Asia Pacific, which was acquired in the third quarter of 2021, partially offset by a decrease in tape plan market data revenue within the North American Equities segment resulting from a decrease in market share. For the nine months ended September 30, 2021, the increase was primarily due to an increase in subscribers and additional revenue attributed to Chi-X Asia Pacific and Trade Alert, which were acquired during the third quarter of 2021 and the second quarter of 2020, respectively.

Regulatory Fees, less Section 31 Fees

Regulatory fees, less Section 31 fees, decreased for the three and nine months ended September 30, 2021 compared to the same periods in 2020, primarily due to a decrease in fines and assessment fees.

Royalty Fees

Royalty fees increased for the three months ended September 30, 2021 compared to the same period in 2020 primarily due to an increase in trading volume in licensed products. Royalty fees decreased for the nine months ended September 30, 2021 compared to the same period in 2020 primarily due to a decline in fees from PULSe, which was decommissioned in the fourth quarter of 2020, partially offset by increased fees related to the dissemination of market data through CSMI.

Other

Other revenue increased for the three and nine months ended September 30, 2021 compared to the same periods in 2020. The increase for the three months ended September 30, 2021 was primarily due to an increase in trade reporting revenue within the Europe and Asia Pacific segment. For the nine months ended September 30, 2021, the increase was primarily due to additional net interest income from EuroCCP, which the Company acquired in the third quarter of 2020, as well as an increase in trade reporting revenue within the Europe and Asia Pacific segment.

Operating Expenses

Total operating expenses for the three and nine months ended September 30, 2021 compared to the same periods in 2020 increased $26.1 million, or 17.1%, and $80.5 million, or 19.2%, respectively, primarily due to increases in compensation and benefits, professional fees and outside services, and technology support services related to acquisitions, partially offset by a decrease in other expenses.

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

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Three Months Ended					​	​	​	​	​		​	Nine Months Ended					​	​	​	​	​
​	​	September 30,					​	Increase/		​	Percent		​	September 30,					​	Increase/		​	Percent
​		2021			2020			(Decrease)			Change			2021			2020			(Decrease)			Change
Compensation and benefits	​	$	74.0	​	$	59.2	​	$	14.8	​	25.0	%	​	$	214.0	​	$	167.4	​	$	46.6	​	27.8	%
Depreciation and amortization	​		42.8	​		39.5	​		3.3	​	8.4	%	​		125.4	​		118.0	​		7.4	​	6.3	%
Technology support services	​		16.7	​		15.1	​		1.6	​	10.6	%	​		50.1	​		39.5	​		10.6	​	26.8	%
Professional fees and outside services	​		24.0	​		15.8	​		8.2	​	51.9	%	​		62.0	​		43.0	​		19.0	​	44.2	%
Travel and promotional expenses	​		2.3	​		1.2	​		1.1	​	91.7	%	​		5.8	​		4.2	​		1.6	​	38.1	%
Facilities costs	​		5.8	​		4.5	​		1.3	​	28.9	%	​		16.5	​		12.7	​		3.8	​	29.9	%
Acquisition-related costs	​		6.7	​		6.2	​		0.5	​	8.1	%	​		11.9	​		16.4	​		(4.5)	​	(27.4)	%
Other expenses	​		6.5	​		11.2	​		(4.7)	​	(42.0)	%	​		14.6	​		18.6	​		(4.0)	​	(21.5)	%
Total operating expenses	​	$	178.8	​	$	152.7	​	$	26.1	​	17.1	%	​	$	500.3	​	$	419.8	​	$	80.5	​	19.2	%

​

Compensation and Benefits

Compensation and benefits increased for the three and nine months ended September 30, 2021 compared to the same periods in 2020. For the three months ended September 30, 2021, the increase was primarily due to a $15.5 million increase in salaries, wages, benefits, and bonus expense, primarily driven by increased headcount, including a $6.6 million increase in compensation expense related to acquisitions, partially offset by a $1.1 million increase in capitalized wages. For the nine months ended September 30, 2021, the increase was primarily due to a $37.2 million increase in salaries, wages, and bonus expense, primarily driven by increased headcount, including a $20.9 million increase in compensation expense related to acquisitions, and a $7.9 million increase in benefits, including a $3.3 million increase related to acquisitions and a $1.3 million increase related to healthcare rebates received in 2020 that did not recur in 2021.

Depreciation and Amortization

Depreciation and amortization increased for the three and nine months ended September 30, 2021 compared to the same periods in 2020, primarily due to an increase in depreciation and amortization expense resulting from the acquisitions made in 2020 and 2021 coupled with an increase in leasehold improvements related to the new headquarters location, partially offset by a decline in amortization under the discounted cash flow method for the intangibles acquired in the Bats acquisition.

Technology Support Services

Technology support services increased for the three and nine months ended September 30, 2021 compared to the same periods in 2020. For the three months ended September 30, 2021, the increase was primarily due to increases in software license fees and hardware maintenance, as well as increased market data support service fees and data center hosting fees related to the acquisitions made in 2020 and 2021. For the nine months ended September 30, 2021, the increase was primarily due to increased market data support service fees, data center hosting, and network and phone connectivity support services fees related to the acquisitions made in 2020 and 2021.

Professional Fees and Outside Services

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

​

Travel and Promotional Expenses

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

Facilities Costs

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

Acquisition-Related Costs

Acquisition-related costs increased for the three months ended September 30, 2021 compared to the same period in 2020 primarily due to an increase in professional fees and other expenses. Acquisition-related costs decreased for the nine months ended September 30, 2021 compared to the same period in 2020 primarily due to impairment charges related to facilities recorded in the second quarter of 2020 that did not recur in 2021, partially offset by an increase in professional fees and other expenses, as well as an increase in impairment charges related to investments.

Other Expenses

Other expenses decreased for the three and nine months ended September 30, 2021 compared to the same periods in 2020 primarily due to a provision for the notes receivable recorded in the third quarter of 2020 that did not recur in 2021, partially offset by increases in charitable contributions, taxes, training and education.

Operating Income

As a result of the items above, operating income for the three and nine months ended September 30, 2021 was $190.7 million and $585.3 million compared to $139.3 million and $527.4 million, respectively, for same periods in 2020.

Interest Expense, Net

Net interest expense increased for the three and nine months ended September 30, 2021 compared to the same periods in 2020. The increase for the three months ended September 30, 2021 was primarily due to additional interest expense related to the 1.625% Senior Notes issued in the fourth quarter of 2020. The increase for the nine months ended September 30, 2021 was primarily due to commitment fees related to the EuroCCP Credit Facility, which was entered into in July 2020 and subsequently amended and restated in July 2021, as well as additional interest expense related to the 1.625% Senior Notes issued in the fourth quarter of 2020.

Other (Expense) Income, Net

Net other income decreased for the three and nine months ended September 30, 2021 compared to the same periods in 2020 primarily due to the $32.6 million bargain purchase gain related to the EuroCCP acquisition recorded in the third quarter of 2020.

Income Before Income Tax Provision

As a result of the above, income before income tax provision for the three months ended September 30, 2021 was $173.8 million compared to $163.4 million for the same period in 2020, an increase of $10.4 million.

As a result of the above, income before income tax provision for the nine months ended September 30, 2021 was $545.9 million compared to $537.5 million for the same period in 2020, an increase of $8.4 million.

Income Tax Provision

The effective tax rate from continuing operations was 30.7% and 32.7% for the three months ended September 30, 2021 and 2020, respectively, and 33.5% and 29.1% for the nine months ended September 30, 2021 and 2020, respectively. The lower effective tax rate for the three months ended September 30, 2021 is primarily due to the enactment of a UK tax rate increase in the third quarter of 2020 which triggered the remeasurement of UK deferred tax liabilities. The higher effective tax rate for the nine months ended September 30, 2021 is primarily due to the remeasurement of UK deferred tax liabilities following the UK tax rate increase enacted during the second quarter of 2021 and effective April 1, 2023.

Net Income

As a result of the items above, net income for the three months ended September 30, 2021 was $120.4 million compared to $109.9 million for the three months ended September 30, 2020, an increase of $10.5 million.

As a result of the items above, net income for the nine months ended September 30, 2021 was $363.1 million compared to $380.9 million for the nine months ended September 30, 2020, a decrease of $17.8 million.

​

Segment Operating Results

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

The following summarizes our total revenues by segment:

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	Percentage				​	​	​	​	​	​	​	​	​	Percentage of
​	​	​	​	​	​	​	​	​	​	of Total				​	​	​	​	​	​	​	​	​	Total
​	​	​	​	​	​	​	​	​	​	Revenues				​	​	​	​	​	​	​	​	​	Revenues
​	​	Three Months Ended					​	​	​	Three Months Ended				​	Nine Months Ended					​	​	​	Nine Months Ended
​	​	September 30,					​	Percent	​	September 30,				​	September 30,					​	Percent	​	September 30,
​		2021			2020			Change		2021		2020			2021			2020			Change		2021		2020
​	​	(in millions, except percentages)											​	​	(in millions, except percentages)											​
Options	​	$	374.3	​	$	312.8	​	19.7	%	45.8	%	39.5	%	​	$	1,106.7	​	$	986.9	​	12.1	%	42.1	%	38.2	%
North American Equities	​		336.3	​		403.6	​	(16.7)	%	41.2	%	50.9	%	​		1,215.8	​		1,367.8	​	(11.1)	%	46.3	%	53.0	%
Futures	​		29.8	​		24.0	​	24.2	%	3.6	%	3.0	%	​		89.7	​		87.1	​	3.0	%	3.4	%	3.4	%
Europe and Asia Pacific	​		61.9	​		39.1	​	58.3	%	7.6	%	4.9	%	​		172.8	​		97.3	​	77.6	%	6.6	%	3.7	%
Global FX	​	​	14.5	​	​	13.2	​	9.8	%	1.8	%	1.7	%	​	​	43.1	​	​	43.8	​	(1.6)	%	1.6	%	1.7	%
Corporate	​	​	—	​	​	—	​	—	%	—	%	—	%	​	​	0.3	​	​	—	​	100.0	%	—	%	—	%
Total revenues	​	$	816.8	​	$	792.7	​	3.0	%	100.0	%	100.0	%	​	$	2,628.4	​	$	2,582.9	​	1.8	%	100.0	%	100.0	%

​

​

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

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	Percentage of				​	​	​	​	​	​	​	​	​	Percentage of
​	​	​	​	​	​	​	​	​	​	Total Revenues				​	​	​	​	​	​	​	​	​	Total Revenues
​	​	​	​	​	​	​	​	​	​	Less Cost of Revenues				​	​	​	​	​	​	​	​	​	Less Cost of Revenues
​	​	Three Months Ended					​	​	​	Three Months Ended				​	Nine Months Ended					​	​	​	Nine Months Ended
​	​	September 30,					​	Percent	​	September 30,				​	September 30,					​	Percent	​	September 30,
​		2021			2020			Change		2021		2020			2021			2020			Change		2021		2020
​	​	(in millions, except percentages)											​	​	(in millions, except percentages)											​
Options	​	$	192.2	​	$	148.1	​	29.8	%	52.0	%	50.7	%	​	$	552.5	​	$	487.2	​	13.4	%	50.9	%	51.5	%
North American Equities	​		85.6	​		75.8	​	12.9	%	23.2	%	26.0	%	​		270.9	​		253.0	​	7.1	%	25.0	%	26.7	%
Futures	​		28.9	​		23.3	​	24.0	%	7.8	%	8.0	%	​		86.9	​		84.3	​	3.1	%	8.0	%	8.9	%
Europe and Asia Pacific	​		48.5	​		31.6	​	53.5	%	13.1	%	10.8	%	​		132.2	​		78.9	​	67.6	%	12.2	%	8.3	%
Global FX	​	​	14.3	​	​	13.2	​	8.3	%	3.9	%	4.5	%	​	​	42.8	​	​	43.8	​	(2.3)	%	3.9	%	4.6	%
Corporate	​	​	—	​	​	—	​	—	%	—	%	—	%	​	​	0.3	​	​	—	​	100.0	%	—	%	—	%
Total revenues less cost of revenues	​	$	369.5	​	$	292.0	​	26.5	%	100.0	%	100.0	%	​	$	1,085.6	​	$	947.2	​	14.6	%	100.0	%	100.0	%

​

​

Options

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

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	Percentage					​	​	​	​	​	​	​	​	​	​	​	​	Percentage
​	​	​	​	​	​	​	​	​	​	​	​	​	of Total					​	​	​	​	​	​	​	​	​	​	​	​	of Total
​	​	​	​	​	​	​	​	​	​	​	​	​	Revenues					​	​	​	​	​	​	​	​	​	​	​	​	Revenues
​	​	Three Months Ended						​	​	​	​	​	Three Months Ended					​	Nine Months Ended						​	​	​	​	​	Nine Months Ended
​	​	September 30,						​	​	Percent	​	​	September 30,					​	September 30,						​	​	Percent	​	​	September 30,
​		2021				2020				Change			2021			2020			2021				2020				Change			2021			2020	​
Revenues less cost of revenues	​	$	192.2	​	​	$	148.1		​	29.8	%	​	51.3	%	​	47.3	%	​	$	552.5	​	​	$	487.2		​	13.4	%	​	49.9	%	​	49.4	%
Operating expenses	​		55.7	​	​		53.7		​	3.7	%	​	14.9	%	​	17.2	%	​		162.1	​	​		156.0		​	3.9	%	​	14.6	%	​	15.8	%
Operating income	​	$	136.5	​	​	$	94.4		​	44.6	%	​	36.5	%	​	30.2	%	​	$	390.4	​	​	$	331.2		​	17.9	%	​	35.3	%	​	33.6	%
EBITDA (1)	​	$	143.3	​	​	$	102.1		​	40.4	%	​	38.3	%	​	32.6	%	​	$	410.7	​	​	$	354.1		​	16.0	%	​	37.1	%	​	35.9	%
EBITDA margin (2)	​		74.6	%	​		68.9	%	​	*	​	​	*	​	​	*	​	​		74.3	%	​		72.7	%	​	*	​	​	*	​	​	*	​

*	Not meaningful

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

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

​

Revenues less cost of revenues increased $44.1 million for the three months ended September 30, 2021 compared to the three months ended September 30, 2020, primarily due to a 42.9% increase in index options ADV, a 19.5% increase in multi-listed options ADV, and a 23.2% increase in multi-listed options net capture. For the three months ended September 30, 2021, operating income for the Options segment increased $42.1 million compared to the three months ended September 30, 2020, primarily due to an increase in revenues less cost of revenues. Operating expenses increased $2.0 million for the three months ended September 30, 2021 compared to the three months ended September 30, 2020, primarily due to an increase in compensation and benefits.

Revenues less cost of revenues increased $65.3 million for the nine months ended September 30, 2021 compared to the nine months ended September 30, 2020, primarily due to a 20.7% increase in multi-listed options ADV, a 28.3% increase in multi-listed options net capture, and an increase in access and capacity fees. For the nine months ended September 30, 2021, operating income for the Options segment increased $59.2 million compared to the nine months ended September 30, 2020, primarily due to an increase in revenues less cost of revenues. Operating expenses increased $6.1 million for the nine months ended September 30, 2021 compared to the nine months ended September 30, 2020, primarily due to an increase in compensation and benefits.

North American Equities

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

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	Percentage					​	​	​	​	​	​	​	​	​	​	​	​	Percentage
​	​	​	​	​	​	​	​	​	​	​	​	​	of Total					​	​	​	​	​	​	​	​	​	​	​	​	of Total
​	​	​	​	​	​	​	​	​	​	​	​	​	Revenues					​	​	​	​	​	​	​	​	​	​	​	​	Revenues
​	​	Three Months Ended						​	​	​	​	​	Three Months Ended					​	Nine Months Ended						​	​	​	​	​	Nine Months Ended
​	​	September 30,						​	​	Percent	​	​	September 30,					​	September 30,						​	​	Percent	​	​	September 30,
​		2021				2020				Change			2021			2020			2021				2020				Change			2021			2020
Revenues less cost of revenues	​	$	85.6	​	​	$	75.8		​	12.9	%	​	25.5	%	​	18.8	%	​	$	270.9	​	​	$	253.0		​	7.1	%	​	22.3	%	​	18.5	%
Operating expenses	​		54.1	​	​		42.7		​	26.7	%	​	16.1	%	​	10.6	%	​		156.9	​	​		115.0		​	36.4	%	​	12.9	%	​	8.4	%
Operating income	​	$	31.5	​	​	$	33.1		​	(4.8)	%	​	9.4	%	​	8.2	%	​	$	114.0	​	​	$	138.0		​	(17.4)	%	​	9.4	%	​	10.1	%
EBITDA (1)	​	$	50.1	​	​	$	50.0		​	0.2	%	​	14.9	%	​	12.4	%	​	$	170.5	​	​	$	188.9		​	(9.7)	%	​	14.0	%	​	13.8	%
EBITDA margin (2)	​		58.5	%	​		66.0	%	​	*	​	​	*	​	​	*	​	​		62.9	%	​		74.7	%	​	*	​	​	*	​	​	*	​

*	Not meaningful

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

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

Revenues less cost of revenues increased $9.8 million for the three months ended September 30, 2021 compared to the three months ended September 30, 2020, primarily due to additional revenue attributable to BIDS, which the

Company acquired in the fourth quarter of 2020. For the three months ended September 30, 2021, operating income for the North American Equities segment decreased $1.6 million compared to the three months ended September 30, 2020, primarily due to an increase in operating expenses. Operating expenses increased $11.4 million for the three months ended September 30, 2021 compared to the three months ended September 30, 2020, primarily due to an increase in compensation and benefits as a result of the MATCHNow and BIDS acquisitions, which the Company completed in the third and fourth quarters of 2020, respectively, as well as an increase in professional fees and outside services, partially offset by a decrease in other operating expenses.

Revenues less cost of revenues increased $17.9 million for the nine months ended September 30, 2021 compared to the nine months ended September 30, 2020, primarily due to additional revenue attributable to BIDS, which the Company acquired in the fourth quarter of 2020, partially offset by a 21.7% decrease in U.S. equities exchange net capture. For the nine months ended September 30, 2021, operating income for the North American Equities segment decreased $24.0 million compared to the nine months ended September 30, 2020, primarily due to an increase in operating expenses. Operating expenses increased $41.9 million for the nine months ended September 30, 2021 compared to the nine months ended September 30, 2020, primarily due to increases in compensation and benefits and professional fees and outside services, as well as an increase in depreciation and amortization as a result of the MATCHNow and BIDS acquisitions, which the Company completed in the third and fourth quarters of 2020, respectively.

Futures

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

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	Percentage					​	​	​	​	​	​	​	​	​	​	​	​	Percentage
​	​	​	​	​	​	​	​	​	​	​	​	​	of Total					​	​	​	​	​	​	​	​	​	​	​	​	of Total
​	​	​	​	​	​	​	​	​	​	​	​	​	Revenues					​	​	​	​	​	​	​	​	​	​	​	​	Revenues
​	​	Three Months Ended						​	​	​	​	​	Three Months Ended					​	Nine Months Ended						​	​	​	​	​	Nine Months Ended
​	​	September 30,						​	​	Percent	​	​	September 30,					​	September 30,						​	​	Percent	​	​	September 30,
​		2021				2020				Change			2021			2020			2021				2020				Change			2021			2020	​
Revenues less cost of revenues	​	$	28.9	​	​	$	23.3		​	24.0	%	​	97.0	%	​	97.1	%	​	$	86.9	​	​	$	84.3		​	3.1	%	​	96.9	%	​	96.8	%
Operating expenses	​		12.6	​	​		13.2		​	(4.5)	%	​	42.3	%	​	55.0	%	​		37.8	​	​		39.0		​	(3.1)	%	​	42.1	%	​	44.8	%
Operating income	​	$	16.3	​	​	$	10.1		​	61.4	%	​	54.7	%	​	42.1	%	​	$	49.1	​	​	$	45.3		​	8.4	%	​	54.7	%	​	52.0	%
EBITDA (1)	​	$	17.0	​	​	$	10.9		​	56.0	%	​	57.0	%	​	45.4	%	​	$	51.1	​	​	$	47.6		​	7.4	%	​	57.0	%	​	54.6	%
EBITDA margin (2)	​		58.8	%	​		46.8	%	​	*	​	​	*	​	​	*	​	​		58.8	%	​		56.5	%	​	*	​	​	*	​	​	*	​

*	Not meaningful

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

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

Revenues less cost of revenues increased $5.6 million for the three months ended September 30, 2021 compared to the three months ended September 30, 2020, primarily due to a 29.5% increase in Futures ADV. For the three months ended September 30, 2021, operating income for the Futures segment increased $6.2 million compared to the three months ended September 30, 2020, primarily due to higher revenues less cost of revenues. Operating expenses decreased $0.6 million for the three months ended September 30, 2021 compared to the three months ended September 30, 2020, primarily due to a decrease in other operating expenses.

Revenues less cost of revenues increased $2.6 million for the nine months ended September 30, 2021 compared to the nine months ended September 30, 2020, primarily due to a 7.5% increase in Futures ADV, partially offset by a 3.0% decline in Futures revenue per contract. For the nine months ended September 30, 2021, operating income for the Futures segment increased $3.8 million compared to the nine months ended September 30, 2020, primarily due to higher revenues less cost of revenues. Operating expenses decreased $1.2 million for the nine months ended September 30, 2021 compared to the nine months ended September 30, 2020, primarily due to a decrease in other operating expenses.

​

​

Europe and Asia Pacific

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

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	Percentage					​	​	​	​	​	​	​	​	​	​	​	​	Percentage
​	​	​	​	​	​	​	​	​	​	​	​	​	of Total					​	​	​	​	​	​	​	​	​	​	​	​	of Total
​	​	​	​	​	​	​	​	​	​	​	​	​	Revenues					​	​	​	​	​	​	​	​	​	​	​	​	Revenues
​	​	Three Months Ended						​	​	​	​	​	Three Months Ended					​	Nine Months Ended						​	​	​	​	​	Nine Months Ended
​	​	September 30,						​	​	Percent	​	​	September 30,					​	September 30,						​	​	Percent	​	​	September 30,
​		2021				2020				Change			2021			2020			2021				2020				Change			2021			2020
Revenues less cost of revenues	​	$	48.5	​	​	$	31.6		​	53.5	%	​	78.4	%	​	80.8	%	​	$	132.2	​	​	$	78.9		​	67.6	%	​	76.5	%	​	81.1	%
Operating expenses	​		35.9	​	​		22.3		​	61.0	%	​	58.0	%	​	57.0	%	​		91.8	​	​		54.7		​	67.8	%	​	53.1	%	​	56.2	%
Operating income	​	$	12.6	​	​	$	9.3		​	35.5	%	​	20.4	%	​	23.8	%	​	$	40.4	​	​	$	24.2		​	66.9	%	​	23.4	%	​	24.9	%
EBITDA (1)	​	$	22.5	​	​	$	48.9		​	(54.0)	%	​	36.3	%	​	125.1	%	​	$	67.0	​	​	$	78.1		​	(14.2)	%	​	38.8	%	​	80.3	%
EBITDA margin (2)	​		46.4	%	​		154.7	%	​	*	​	​	*	​	​	*	​	​		50.7	%	​		99.0	%	​	*	​	​	*	​	​	*	​

*Not meaningful

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

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

Revenues less cost of revenues increased $16.9 million for the three months ended September 30, 2021 compared to the three months ended September 30, 2020, primarily due to a 28.6% increase in European Equities matched and touched ADNV and additional revenue attributable to Chi-X Asia Pacific, which the Company acquired in the third quarter of 2021, as well as a favorable exchange rate impact from British Pounds to U.S. dollars. For the three months ended September 30, 2021, operating income for the Europe and Asia Pacific segment increased $3.3 million compared to the three months ended September 30, 2020, due to higher revenues less cost of revenues. Operating expenses increased $13.6 million for the three months ended September 30, 2021 compared to the three months ended September 30, 2020, primarily due to an increase in compensation and benefits and depreciation and amortization as a result of the Chi-X Asia Pacific acquisition, as well as the exchange rate impact from British Pounds to U.S. dollars.

Revenues less cost of revenues increased $53.3 million for the nine months ended September 30, 2021 compared to the nine months ended September 30, 2020, primarily due to additional revenue attributable to EuroCCP and Chi-X Asia Pacific, which the Company acquired in the third quarter of 2020 and the fourth quarter of 2021, respectively, and an increase in access and capacity fees, as well as a favorable exchange rate impact from British Pounds to U.S. dollars. For the nine months ended September 30, 2021, operating income for the Europe and Asia Pacific segment increased $16.2 million compared to the nine months ended September 30, 2020, due to higher revenues less cost of revenues. Operating expenses increased $37.1 million for the nine months ended September 30, 2021 compared to the nine months ended September 30, 2020, primarily due to an increase in compensation and benefits, professional fees and outside services, and technology support services as a result of the EuroCCP and Chi-X Asia Pacific acquisitions, as well as the exchange rate impact from British Pounds to U.S. dollars.

Global FX

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

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	Percentage					​	​	​	​	​	​	​	​	​	​	​	​	Percentage
​	​	​	​	​	​	​	​	​	​	​	​	​	of Total					​	​	​	​	​	​	​	​	​	​	​	​	of Total
​	​	​	​	​	​	​	​	​	​	​	​	​	Revenues					​	​	​	​	​	​	​	​	​	​	​	​	Revenues
​	​	Three Months Ended						​	​	​	​	​	Three Months Ended					​	Nine Months Ended						​	​	​	​	​	Nine Months Ended
​	​	September 30,						​	​	Percent	​	​	September 30,					​	September 30,						​	​	Percent	​	​	September 30,
​		2021				2020				Change			2021			2020			2021				2020				Change			2021			2020
Revenues less cost of revenues	​	$	14.3	​	​	$	13.2		​	8.3	%	​	98.6	%	​	100.0	%	​	$	42.8	​	​	$	43.8		​	(2.3)	%	​	99.3	%	​	100.0	%
Operating expenses	​		14.0	​	​		12.6		​	11.1	%	​	96.6	%	​	95.5	%	​		40.9	​	​		39.1		​	4.6	%	​	94.9	%	​	89.3	%
Operating income	​	$	0.3	​	​	$	0.6		​	(50.0)	%	​	2.1	%	​	4.5	%	​	$	1.9	​	​	$	4.7		​	(59.6)	%	​	4.4	%	​	10.7	%
EBITDA (1)	​	$	6.3	​	​	$	6.9		​	(8.7)	%	​	43.4	%	​	52.3	%	​	$	20.1	​	​	$	24.5		​	(18.0)	%	​	46.6	%	​	55.9	%
EBITDA margin (2)	​		44.1	%	​		52.3	%	​	*	​	​	*	​	​	*	​	​		47.0	%	​		55.9	%	​	*	​	​	*	​	​	*	​

*	Not meaningful

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

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

Revenues less cost of revenues increased $1.1 million for the three months ended September 30, 2021 compared to the three months ended September 30, 2020, primarily due to a 7.3% increase in Global FX ADNV. For the three months ended September 30, 2021, operating income for the Global FX segment decreased $0.3 million compared to the three months ended September 30, 2020, primarily due to an increase in operating expenses. Operating expenses increased $1.4 million for the three months ended September 30, 2021 compared to the three months ended September 30, 2020, primarily due to an increase in compensation and benefits and professional fees and outside services, partially offset by a decrease in depreciation and amortization.

Revenues less cost of revenues decreased $1.0 million for the nine months ended September 30, 2021 compared to the nine months ended September 30, 2020, primarily due to a 3.1% decrease in Global FX ADNV. For the nine months ended September 30, 2021, operating income for the Global FX segment decreased $2.8 million compared to the nine months ended September 30, 2020, primarily due to an increase in operating expenses. Operating expenses increased $1.8 million for the nine months ended September 30, 2021 compared to the nine months ended September 30, 2020, primarily due to increases in compensation and benefits and professional fees and outside services, partially offset by a decrease in depreciation and amortization.

​

Liquidity and Capital Resources

Below are charts that reflect elements of our capital allocation:

​

We expect our cash on hand at September 30, 2021 and other available resources, including cash generated from operations, to be sufficient to continue to meet our cash requirements for the foreseeable future. In the near term, we expect that our cash from operations and availability under the Revolving Credit Facility will meet our cash needs to fund our operations, capital expenditures, interest payments on debt, debt repayments, any dividends, potential strategic acquisitions, and opportunities for common stock repurchases under the previously announced program. We may also utilize excess cash on hand to pay down amounts outstanding under the Term Loan Agreement. See Note 10 (“Debt”) of the condensed consolidated financial statements for further information.

On July 1, 2020, in connection with the Company’s acquisition of EuroCCP, EuroCCP as borrower and the Company as guarantor of scheduled interest and fees on borrowings (but not the principal amount of any borrowings), entered into a €1.5 billion committed syndicated multicurrency revolving and swingline credit facility agreement, which was later amended and restated on July 1, 2021 (the “Facility”). The Facility is available to be drawn by EuroCCP towards (a) financing unsettled amounts in connection with the settlement of transactions in securities and other items processed through EuroCCP’s clearing system and (b) financing any other liability or liquidity requirement of EuroCCP incurred in the operation of its clearing system. Borrowings under the Facility are secured by cash, eligible bonds and eligible equity assets deposited by EuroCCP into secured accounts. As a result, should the Facility be drawn by EuroCCP it could potentially impact EuroCCP’s liquidity, and we can give no assurance that this Facility will be sufficient to meet all of such obligations or sufficiently mitigate EuroCCP’s liquidity risk to meet its payment obligations when due. Additionally, a default of the Facility may allow lenders, under certain circumstances, to accelerate any related drawn amounts and may result in the acceleration of the Company’s other outstanding debt to which a cross-acceleration or cross-default provision applies, which may limit the Company’s liquidity, business and financing activities. The Facility is expected to terminate on June 30, 2022 and we may not be able to enter into a replacement facility on commercially reasonable terms, or at all.

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

Cash and cash equivalents include cash in banks and all non-restricted, highly liquid investments with original maturities of three months or less at the time of purchase. Cash and cash equivalents as of September 30, 2021 increased $147.0 million from December 31, 2020, primarily due to results from operations, proceeds from the term loan

modification, and proceeds from available-for-sale financial investments, partially offset by acquisitions, net of cash acquired, purchases of available-for-sale financial investments, cash dividends paid on common stock, and share repurchases under the share repurchase program. See “Cash Flow” below for further discussion.

Our cash and cash equivalents held outside of the United States in various foreign subsidiaries totaled $166.4 million as of September 30, 2021. The remaining balance was held in the United States and totaled $226.0 million as of September 30, 2021. Our cash and cash equivalents held outside of the United States in various foreign subsidiaries as of December 31, 2020 totaled $128.2 million. The majority of cash held outside the United States is available for repatriation, but under current law, could subject us to additional United States income taxes, less applicable foreign tax credits.

Our financial investments include deferred compensation plan assets as well as investments with original or acquired maturities longer than three months but that mature in less than one year from the balance sheet date and are recorded at fair value. As of September 30, 2021 and December 31, 2020, financial investments consisted of U.S. Treasury securities and deferred compensation plan assets.

Cash Flow

The following table summarizes our cash flow data for the nine months ended September 30, 2021 and 2020, respectively (in millions):

​	​	​	​	​	​	​
​	​	Nine Months Ended
​	​	September 30,
​		2021			2020
Net cash provided by operating activities	​	$	1,285.4	​	$	1,189.4
Net cash used in investing activities	​		(136.5)	​		(104.6)
Net cash used in financing activities	​		(146.5)	​		(332.6)
Effect of foreign currency exchange rate changes on cash, cash equivalents, and restricted cash and cash equivalents	​		2.5	​		3.1
Increase in cash, cash equivalents, and restricted cash and cash equivalents	​	$	1,004.9	​	$	755.3
​	​	​
​	​	As of September 30,
​		2021			2020
Reconciliation of cash, cash equivalents, and restricted cash and cash equivalents:	​	​	​	​	​	​
Cash and cash equivalents	​	$	392.4	​	$	212.7
Restricted cash and cash equivalents (margin deposits and clearing funds)	​	​	1,665.6	​	​	771.9
Restricted cash and cash equivalents (included in other current assets)	​	​	4.4	​	​	—
Total	​	$	2,062.4	​	$	984.6

​

Net Cash Flows Provided by Operating Activities

During the nine months ended September 30, 2021, net cash provided by operating activities was $922.3 million higher than net income. The variance is primarily attributable to the change of $853.5 million of restricted cash and cash equivalents, driven by margin deposits and clearing funds related to EuroCCP, the adjustment for depreciation expense of $125.4 million and the change in unrecognized tax benefits of $32.2 million, partially offset by the change in Section 31 fees payable of $143.2 million for the nine months ended September 30, 2021.

Net cash flows provided by operating activities were $1,285.4 million and $1,189.4 million for the nine months ended September 30, 2021 and 2020, respectively. The change in net cash flows provided by operating activities was primarily due to the change in restricted cash and cash equivalents, driven by margin deposits and clearing funds related to EuroCCP, as well as the change in accounts receivable, partially offset by the change in Section 31 fees payable for the nine months ended September 30, 2021 compared to the nine months ended September 30, 2020.

Net Cash Flows Used in Investing Activities

Net cash flows used in investing activities were $136.5 million and $104.6 million for the nine months September 30, 2021 and 2020, respectively. The variance is primarily due to the change in acquisitions, net of cash acquired and the proceeds from available-for-sale financial investments, partially offset by purchases of available-for-sale financial investments for the nine months ended September 30, 2021 compared to the nine months ended September 30, 2020.

Net Cash Flows Used in Financing Activities

Net cash flows used in financing activities for the nine months ended September 30, 2021 and 2020 were $146.5 million and $332.6 million, respectively. The variance is primarily attributable to a decrease in share repurchases, which were $81.3 million and $261.1 million for the nine months ended September 30, 2021 and 2020, respectively, as well as $110.0 million of proceeds from the term loan modification during the nine months ended September 30, 2021.

Financial Assets

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

​	​	​	​	​	​	​
​		September 30,		​	December 31,
​	​	2021		​	2020
Cash and cash equivalents	​	$	392.4	​	$	245.4
Financial investments	​		26.7	​		92.4
Less deferred compensation plan assets	​	​	(26.2)	​	​	(24.5)
Less cash collected for Section 31 fees	​	​	—	​	​	(103.0)
Adjusted cash (1)	​	$	392.9	​	$	210.3

(1)

Adjusted cash is a non-GAAP measure and represents cash and cash equivalents plus financial investments, minus deferred compensation plan assets and cash collected for Section 31 fees. We have presented adjusted cash because we consider it an important supplemental measure of our liquidity and believe that it is frequently used by analysts, investors and other interested parties in the evaluation of companies.

Debt

The following summarizes our debt obligations as of September 30, 2021 and December 31, 2020 (in millions):

​	​	​	​	​	​	​
​		September 30,		​	December 31,
​	​	2021		​	2020
Term Loan Agreement	​	$	160.0	​	$	70.0
3.650% Senior Notes	​		650.0	​		650.0
1.625% Senior Notes	​	​	500.0	​	​	500.0
Revolving Credit Agreement	​	​	—	​	​	—
EuroCCP Credit Facility	​	​	—	​	​	—
Less unamortized discount and debt issuance costs	​	​	(11.1)	​	​	(16.1)
Total debt	​	$	1,298.9	​	$	1,203.9

​

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

In addition to the debt outstanding, as of September 30, 2021, we had an additional $250.0 million available through our revolving credit facility, with the ability to borrow another $100.0 million by increasing the commitments under the facility. Together with adjusted cash, we had $742.9 million available to fund our operations, capital expenditures, potential acquisitions, debt repayments and any dividends as of September 30, 2021.

Dividends

​

The Company’s expectation is to continue to pay dividends. The decision to pay a dividend, however, remains within the discretion of the Company's board of directors and may be affected by various factors, including our earnings,

financial condition, capital requirements, level of indebtedness and other considerations our board of directors deems relevant. Future debt obligations and statutory provisions, among other things, may limit, or in some cases prohibit, our ability to pay dividends.

Share Repurchase Program

​

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

Under the program, for the three months ended September 30, 2021, the Company did not repurchase any shares of common stock. Since inception of the program through September 30, 2021, the Company has repurchased 18,072,129 shares of common stock at an average cost per share of $68.12, totaling $1.2 billion.

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

Commercial Commitments and Contractual Obligations

As of September 30, 2021, our commercial commitments and contractual obligations included operating leases, data and telecommunications agreements, equipment leases, our long-term debt outstanding, contingent considerations and other obligations. See Note 21 (“Commitments, Contingencies, and Guarantees”) to the condensed consolidated financial statements for a discussion of commitments and contingencies, Note 10 (“Debt”) for a discussion of the outstanding debt, Note 12 (“Clearing Operations”) for information on EuroCCP’s clearinghouse exposure guarantee, and Note 22 (“Leases”) for discussion on operating leases and equipment leases.

Off Balance Sheet Arrangements

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