CBOE Cboe Global Markets Inc

Third Quarter Highlights*

• Diluted EPS for the Quarter of $2.07, Up 6 percent
• Record Adjusted Diluted EPS¹ for the Quarter of $2.22, Up 8 percent
• Record Net Revenue for the Quarter of $532.0 million, Up 11 percent
• Increases Organic Total Net Revenue Growth² Range for 2024 to 7 to 9 percent, from 6 to 8 percent; Reaffirms Lower End of Data and Access Solutions Organic Net Revenue Growth Target² of 7 to 10 percent
• Increases 2024 Adjusted Operating Expense Guidance² to $798 to $808 million, from $795 to $805 million

CHICAGO, Nov. 1, 2024 /PRNewswire/ -- Cboe Global Markets, Inc. (Cboe: CBOE) today reported financial results for the third quarter of 2024.

"In the third quarter, Cboe reported strong diluted EPS of $2.07, record net revenue of $532.0 million and record adjusted diluted EPS¹ of $2.22, highlighting the solid progress we continued to make in sharpening our strategic focus," said Fredric Tomczyk, Cboe Global Markets Chief Executive Officer. "Through the first three quarters of the year, Cboe has grown net revenue by 9%, diluted EPS by 4%, and adjusted diluted EPS1 by 14%. The broad-based contribution speaks to the complementary nature of Cboe's ecosystem with Derivatives net revenue up 11%, Cash and Spot Markets up 9% and Data and Access Solutions up 6% on a year-to-date basis. I am excited as we move forward as an organization with a refined strategic framework that will help ensure we are well-aligned with secular market trends to drive growth and opportunity in the years ahead."

"Cboe reported strong 11% year-over-year net revenue growth to drive solid diluted EPS and record quarterly adjusted diluted EPS¹ results in the third quarter," said Jill Griebenow, Cboe Global Markets Executive Vice President, Chief Financial Officer. "Derivatives net revenue was up a strong 13% year-over-year in the third quarter as Cboe produced record volumes across our derivatives platform. Cash and Spot Markets performance was also strong, producing 12% net revenue gains as compared to the third quarter of 2023, and Data and Access Solutions delivered 6% year-over- year net revenue growth for the quarter. Given the year-to-date trends and our expectations for the fourth quarter, we are raising our organic total net revenue growth² range for 2024 to 7-9%, up from our prior guidance of 6-8%. In conjunction with our increased revenue guidance, we are increasing our full year adjusted operating expense guidance² range to $798 to $808 million, up from our prior guidance range of $795 to $805 million. Moving forward, we are well positioned to allocate capital across our organization to the highest-return initiatives, helping deliver long-term shareholder value."

Consolidated Third Quarter Results -Table 1
Table 1 below presents summary selected unaudited condensed consolidated financial information for the company as reported and on an adjusted basis for the three months ended September 30, 2024 and 2023.

• Total revenues less cost of revenues (referred to as "net revenue"²) of $532.0 million increased 11 percent, compared to $480.5 million in the prior-year period, a result of increases in derivatives markets, cash and spot markets, and data and access solutions net revenue².
• Total operating expenses were $224.6 million versus $209.3 million in the third quarter of 2023, an increase of $15.3 million. This increase was primarily due to higher compensation and benefits and travel and promotional expenses, partially offset by a decline in professional fees and outside services. Adjusted operating expenses¹ of $204.0 million increased 13 percent compared to $180.3 million in the third quarter of 2023. This increase was primarily due to higher compensation and benefits and travel and promotional expenses, partially offset by a decline in professional fees and outside services.
• The effective tax rate for the third quarter of 2024 was 29.3 percent as compared with 22.9 percent in the third quarter of 2023. The higher effective tax rate in 2024 is primarily due to releases of penalties and interest associated with Section 199 positions in 2023. The effective tax rate on adjusted earnings¹ was 29.2 percent, up 2.8 basis points when compared with 26.4 percent in last year's third quarter. The change was primarily due to lower non-deductible compensation in 2023 resulting from executive changes.
• Diluted EPS for the third quarter of 2024 increased 6 percent to $2.07 compared to the third quarter of 2023. Adjusted diluted EPS¹ of $2.22 increased 8 percent compared to 2023 third quarter results.

Business Segment Information:

Discussion of Results by Business Segment¹:

Options:

• Options record net revenue of $320.9 million was up $30.1 million, or 10 percent, from the third quarter of 2023. Net transaction and clearing fees² increased primarily as a result of a 13 percent increase in index options trading volumes versus the third quarter of 2023. Access and capacity fees were 5 percent higher than the third quarter of 2023.
• Net transaction and clearing fees² increased $35.9 million, or 14 percent, reflecting a 2 percent increase in total options average daily volume ("ADV") and a 10 percent increase in total options revenue per contract ("RPC") compared to the third quarter of 2023. The increase in total options RPC was due to a mix shift, with index options representing a higher percentage of total options volume.
• Cboe's Options exchanges had total market share of 30.5 percent for the third quarter of 2024 compared to 33.6 percent in the third quarter of 2023, a result of lower multi-list market share as compared to the third quarter of 2023.

North American (N.A.) Equities:

• N.A. Equities net revenue of $98.0 million increased $2.9 million, or 3 percent, from the third quarter of 2023, reflecting higher net transaction and clearing fees² and access and capacity fees, partially offset by a decline in industry market data fees.
• Net transaction and clearing fees² increased by $2.9 million, or 10 percent, compared to the third quarter of 2023. The increase was driven by stronger industry volumes and improved net capture rates, partially offset by lower market share as compared to the third quarter of 2023.
• Cboe's U.S. Equities exchanges had market share of 10.9 percent for the third quarter of 2024 compared to 12.7 percent in the third quarter of 2023 given higher industry off-exchange and closing auction share. Cboe's U.S. Equities off-exchange market share was 17.7 percent, down from 19.9 percent in the third quarter of 2023. Canadian Equities market share declined to 14.6 percent as compared to 15.2 percent in the third quarter of 2023.

Europe and Asia Pacific (APAC):

• Europe and APAC net revenue of $55.6 million increased by 22 percent compared to the third quarter of 2023, reflecting growth in net transaction and clearing fees² and non-transaction revenues. On a constant currency basis³, net revenues were $54.9 million, up 20 percent on a year-over-year basis. European Equities average daily notional value ("ADNV") traded on Cboe European Equities was €9.3 billion, up 16 percent compared to the third quarter of 2023 given a 13 percent increase in industry market volumes. Japanese Equities ADNV was 117 percent higher and Australian Equities ADNV was 28 percent higher than the third quarter of 2023.
• For the third quarter of 2024, Cboe European Equities had 23.8 percent market share, up from 23.2 percent in the third quarter of 2023. Cboe European Equities net capture rate increased 11 percent given a mix shift to higher capture products. Cboe Australia had 20.8 percent market share for the third quarter of 2024, up from 17.9 percent in the third quarter of 2023. Cboe Japan grew market share to 5.4 percent in the third quarter of 2024 from 3.3 percent in the third quarter of 2023.

Futures:

• Futures net revenue of $38.0 million increased $5.6 million, or 17 percent, from the third quarter of 2023 due to an increase in net transaction and clearing fees².
• Net transaction and clearing fees² increased $5.6 million, reflecting a 19 percent increase in ADV during the quarter.

Global FX:

• Global FX record net revenue of $20.0 million increased 9 percent, primarily due to higher net transaction and clearing fees². ADNV traded on the Cboe FX platform was $48.3 billion for the quarter, up 9 percent compared to last year's third quarter, and net capture rate per one million dollars traded was $2.66 for the quarter, up 1 percent compared to $2.64 in the third quarter of 2023.
• Cboe FX market share was 19.1 percent for the quarter compared to 20.2 percent in last year's third quarter.

2024 Fiscal Year Financial Guidance

Cboe provided guidance for the 2024 fiscal year as noted below.

• Organic total net revenue growth¹ is expected to be in the range of 7 to 9 percentage points, up from previous guidance calling for 6 to 8 percentage points in 2024.
• Reaffirms lower end of organic net revenue¹ growth range from Data and Access Solutions of 7 to 10 percentage points in 2024.
• Adjusted operating expenses¹ in 2024 are expected to be in the range of $798 to $808 million, up from previous guidance of $795 to $805 million. The guidance excludes the expected amortization of acquired intangible assets of $89 million; the company reflects the exclusion of this amount in its non-GAAP reconciliation.
• Reaffirms depreciation and amortization expense for 2024 is expected to be in the range of $43 to $47 million, excluding the expected amortization of acquired intangible assets.
• Minority investments are expected to contribute a $40 to $46 million benefit in 2024 to non-operating (expenses) income, up from previous guidance of $37 to $43 million. Reaffirms that $33 to $37 million of the benefit will come in the earnings on investments line and anticipates $7 to $9 million to come through the other income (expense), net line, up from previous guidance of $4 to $6 million.
• Reaffirms the effective tax rate on adjusted earnings¹ for the full year 2024 is expected to be in the range of 28.5 to 30.5 percent. Significant changes in trading volume, expenses, tax laws or rates and other items could materially impact this expectation.
• Capital expenditures for 2024 are expected to be in the range of $57 to $63 million, up from previous guidance of $51 to $57 million.

Capital Management

At September 30, 2024, the company had cash and cash equivalents of $763.2 million and adjusted cash² of $763.7 million. Total debt as of September 30, 2024 was $1,440.6 million.

The company paid cash dividends of $66.3 million, or $0.63 per share, during the third quarter of 2024 and utilized $24.6 million to repurchase approximately 144 thousand shares of its common stock under its share repurchase program at an average price of $170.45 per share. As of September 30, 2024, the company had approximately $679.8 million of availability remaining under its existing share repurchase authorizations.

Earnings Conference Call

Executives of Cboe Global Markets will host a conference call to review its third-quarter financial results today, November 1, 2024, at 8:30 a.m. ET/7:30 a.m. CT. The conference call and any accompanying slides will be publicly available via live webcast from the Investor Relations section of the company's website at www.cboe.com under Events & Presentations. Participants may also listen via telephone by dialing (800) 715-9871 (toll-free) or (646) 307-1963 (toll) and using the Conference ID 6762730. Telephone participants should place calls 10 minutes prior to the start of the call. The webcast will be archived on the company's website for replay.

About Cboe Global Markets

Cboe Global Markets (Cboe: CBOE), the world's leading derivatives and securities exchange network, delivers cutting-edge trading, clearing and investment solutions to people around the world. Cboe provides trading solutions and products in multiple asset classes, including equities, derivatives, and FX, across North America, Europe, and Asia Pacific. Above all, Cboe is committed to building a trusted, inclusive global marketplace that enables people to pursue a sustainable financial future. To learn more about the Exchange for the World Stage, visit www.cboe.com.

Cautionary Statements Regarding Forward-Looking Information

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve a number of risks and uncertainties. You can identify these statements by forward-looking words such as "may," "might," "should," "expect," "plan," "anticipate," "believe," "estimate," "predict," "potential" or "continue," and the negative of these terms and other comparable terminology. All statements that reflect our expectations, assumptions or projections about the future other than statements of historical fact are forward-looking statements. These forward-looking statements, which are subject to known and unknown risks, uncertainties and assumptions about us, may include projections of our future financial performance based on our growth strategies and anticipated trends in our business. These statements are only predictions based on our current expectations and projections about future events. There are important factors that could cause our actual results, level of activity, performance or achievements to differ materially from those expressed or implied by the forward-looking statements.

We operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible to predict all risks and uncertainties, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

Some factors that could cause actual results to differ include: the loss of our right to exclusively list and trade certain index options and futures products; economic, political and market conditions; compliance with legal and regulatory obligations; price competition and consolidation in our industry; decreases in trading or clearing volumes, market data fees or a shift in the mix of products traded on our exchanges; legislative or regulatory changes or changes in tax regimes; our ability to protect our systems and communication networks from security vulnerabilities and breaches; our ability to attract and retain skilled management and other personnel, increasing competition by foreign and domestic entities; our dependence on and exposure to risk from third parties; global expansion of operations; factors that impact the quality and integrity of our and other applicable indices; our ability to manage our growth and strategic acquisitions or alliances effectively; our ability to operate our business without violating the intellectual property rights of others and the costs associated with protecting our intellectual property rights; our ability to minimize the risks, including our credit, counterparty investment, and default risks, associated with operating a European clearinghouse; our ability to accommodate trading and clearing volume and transaction traffic, including significant increases, without failure or degradation of performance of our systems; misconduct by those who use our markets or our products or for whom we clear transactions; challenges to our use of open source software code; our ability to meet our compliance obligations, including managing potential conflicts between our regulatory responsibilities and our for-profit status; our ability to maintain BIDS Trading as an independently managed and operated trading venue, separate from and not integrated with our registered national securities exchanges; damage to our reputation; the ability of our compliance and risk management methods to effectively monitor and manage our risks; restrictions imposed by our debt obligations and our ability to make payments on or refinance our debt obligations; our ability to maintain an investment grade credit rating; impairment of our goodwill, long-lived assets, investments or intangible assets; the impacts of pandemics; the accuracy of our estimates and expectations; litigation risks and other liabilities; risks relating to digital assets, including winding down the Cboe Digital spot market and transitioning digital asset futures contracts to CFE, operating a digital assets futures clearinghouse, cybercrime, changes in digital asset regulation, and fluctuations in digital asset prices. More detailed information about factors that may affect our actual results to differ may be found in our filings with the SEC, including in our Annual Report on Form 10-K for the year ended December 31, 2023 and other filings made from time to time with the SEC.

We do not undertake, and we expressly disclaim, any duty to update any forward-looking statement whether as a result of new information, future events or otherwise, except as required by law. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof.

The condensed consolidated statements of income and balance sheets are unaudited and subject to revision.

CBOE-F

Trademarks:

Cboe®, Cboe Global Markets®, Cboe Volatility Index®, Cboe Clear®, Cboe Datashop®, BIDS Trading®, BZX®, BYX®, Cboe Clear®, EDGX®, EDGA®, MATCHNow®, and VIX® are registered trademarks of Cboe Global Markets, Inc. and its subsidiaries. All other trademarks and service marks are the property of their respective owners.

ADV = average daily volume; ADNV = average daily notional value.

RPC, 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.

Touched volume represents the total number of shares of equity securities and ETFs internally matched on our exchanges or routed to and executed on an external market center.

Matched volume represents the total number of shares of equity securities and ETFs executed on our exchanges.

U.S. Equities - Exchange, "net capture per 100 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. U.S. Equities – Off-Exchange data reflects BIDS Trading. For U.S. Equities – Off-Exchange, "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.

Canadian Equities, "net capture per 10,000 shares" refers to transaction fees divided by the product of one-ten thousandth ADV of shares for MATCHNow and Cboe Canada and the number of trading days. Total market share represents MATCHNow and Cboe Canada volume divided by the total volume of the Canadian Equities market. As of January 1, 2024, the Cboe Canada and MATCHNow entities have been amalgamated into Cboe Canada Inc.

European Equities, "net capture per matched notional value" refers to transaction fees less liquidity payments in Euros divided by the product of ADNV in Euros of shares matched on Cboe Europe Equities and the number of trading days. "Trades cleared" refers to the total number of non-interoperable trades cleared, "Fee per trade cleared" refers to clearing fees divided by number of non-interoperable trades cleared, "Net settlement volume" refers to the total number of settlements executed after netting, and "Net fee per settlement" refers to settlement fees less direct costs incurred to settle divided by the number of settlements executed after netting.

Asia Pacific data reflects data from Cboe Australia and Cboe Japan. Australian Equities, "net capture per matched notional value" refers to transaction fees less liquidity payments in Australian dollars divided by the product of ADNV in Australian dollars of shares matched on Cboe Australia and the number of Australian Equities trading days. Japanese Equities, "net capture per matched notional value" refers to transaction fees less liquidity payments in Japanese Yen divided by the product of ADNV in Japanese Yen of shares matched on Cboe Japan and the number of Japanese Equities trading days.

Global FX, "net capture per one million dollars traded" refers to 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. Market Share represents Cboe FX volume divided by the total volume of publicly reporting spot FX venues (Cboe FX, EBS, Refinitiv, and Euronext FX).

Average transaction fees per contract can be affected by various factors, including exchange fee rates, volume-based discounts and transaction mix by contract type and product type.

Non-GAAP Information
In addition to disclosing results determined in accordance with GAAP, Cboe Global Markets has disclosed certain non-GAAP measures of operating performance. These measures are not in accordance with, or a substitute for, GAAP, and may be different from or inconsistent with non-GAAP financial measures used by other companies. The non-GAAP measures provided in this press release include adjusted revenue less cost of revenue, adjusted operating expenses, adjusted operating income, adjusted operating margin, adjusted net income allocated to common stockholders, adjusted diluted earnings per share, effective tax rate on adjusted earnings, adjusted cash, net revenues in constant currency, EBITDA, EBITDA margin, adjusted EBITDA and adjusted EBITDA margin.

Management believes that the non-GAAP financial measures presented in this press release provide additional and comparative information to assess trends in our core operations and a means to evaluate period-to-period comparisons. Non-GAAP financial measures disclosed by management are provided as additional information to investors in order to provide them with an alternative method for assessing our financial condition and operating results.

Amortization expense of acquired intangible assets: We amortize intangible assets acquired in connection with various acquisitions. Amortization of intangible assets is inconsistent in amount and frequency and is significantly affected by the timing and size of our acquisitions. As such, if intangible asset amortization is included in performance measures, it is more difficult to assess the day-to- day operating performance of the businesses, the relative operating performance of the businesses between periods and the earnings power of the company. Therefore, we believe performance measures excluding intangible asset amortization expense provide investors with an additional basis for comparison across accounting periods.

Acquisition-related costs: From time to time, we have pursued acquisitions, which have resulted in expenses which would not otherwise have been incurred in the normal course of the company's business operations. These expenses include integration costs, as well as legal, due diligence, impairment charges, and other third-party transaction costs. The frequency and the amount of such expenses vary significantly based on the size, timing and complexity of the transaction. Accordingly, we exclude these costs for purposes of calculating non-GAAP measures which provide an additional analysis of Cboe's ongoing operating performance or comparisons in Cboe's performance between periods.

The tables below show the reconciliation of each financial measure from GAAP to non-GAAP. The non-GAAP financial measures exclude the impact of those items detailed below and are referred to as adjusted financial measures.

EBITDA Reconciliations

EBITDA (earnings before interest, income taxes, depreciation and amortization) and Adjusted EBITDA are widely used non-GAAP financial measures of operating performance. EBITDA margin represents EBITDA divided by revenues less cost of revenues (net revenue). It is presented as supplemental information that the company believes is useful to investors to evaluate its results because it excludes certain items that are not directly related to the company's core operating performance. EBITDA is calculated by adding back to net income interest expense, income tax expense, depreciation and amortization. Adjusted EBITDA is calculated by adding back to EBITDA acquisition-related costs, change in contingent consideration, impairment of intangible assets, loss (gain) on investment, costs related to the Cboe Digital wind down, gain on sale of property held for sale, gain on Cboe Digital non- recourse notes and warrants wind down, contra-revenue associated with the Cboe Digital syndication wind down, and income from investment. EBITDA and Adjusted EBITDA should not be considered as substitutes either for net income, as an indicator of the company's operating performance, or for cash flow, as a measure of the company's liquidity. In addition, because EBITDA and Adjusted EBITDA may not be calculated identically by all companies, the presentation here may not be comparable to other similarly titled measures of other companies. Adjusted EBITDA margin represents Adjusted EBITDA divided by net revenue.

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