Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2018 | Apr. 27, 2018 | |
Document and Entity Information | ||
Entity Registrant Name | Cboe Global Markets, Inc. | |
Entity Central Index Key | 1,374,310 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q1 | |
Entity Current Reporting Status | Yes | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 112,490,249 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Millions | Mar. 31, 2018 | Dec. 31, 2017 |
Current Assets: | ||
Cash and cash equivalents | $ 166.3 | $ 143.5 |
Financial investments | 64 | 47.3 |
Accounts receivables, net | 268.4 | 217.3 |
Income taxes receivable | 17.2 | |
Other current assets | 13.6 | 9.4 |
Total Current Assets | 512.3 | 434.7 |
Investments | 85 | 82.7 |
Land | 4.9 | 4.9 |
Property and equipment, net | 74.2 | 73.9 |
Goodwill | 2,718.2 | 2,707.4 |
Intangible assets, net | 1,876.7 | 1,902.6 |
Other assets, net | 56.9 | 59.5 |
Total Assets | 5,328.2 | 5,265.7 |
Current Liabilities: | ||
Accounts payable and accrued liabilities | 144 | 153.8 |
Section 31 fees payable | 109.9 | 105.6 |
Deferred revenue | 19.6 | 15.4 |
Income taxes payable | 52.9 | 2.6 |
Contingent consideration liabilities | 57.9 | 56.6 |
Total Current Liabilities | 384.3 | 334 |
Long-term debt | 1,213.4 | 1,237.9 |
Income tax liability | 77.9 | 78.8 |
Deferred income taxes | 461.2 | 488.2 |
Other non-current liabilities | 6.8 | 6.8 |
Commitments and Contingencies | ||
Redeemable Noncontrolling Interest | 9.4 | 9.4 |
Stockholders’ Equity: | ||
Preferred stock, $0.01 par value: 20,000,000 shares authorized, no shares issued and outstanding at March 31, 2018 and December 31, 2017 | ||
Common stock, $0.01 par value: 325,000,000 shares authorized, 125,014,917 and 112,553,369 shares issued and outstanding, respectively at March 31, 2018 and 124,705,786 and 112,741,217 shares issued and outstanding, respectively at December 31, 2017 | 1.2 | 1.2 |
Common stock in treasury, at cost, 12,461,548 shares at March 31, 2018 and 11,964,569 shares at December 31, 2017 | (617.6) | (558.3) |
Additional paid-in capital | 2,635.3 | 2,623.7 |
Retained earnings | 1,080.8 | 993.3 |
Accumulated other comprehensive income, net | 75.5 | 50.7 |
Total Stockholders’ Equity | 3,175.2 | 3,110.6 |
Total Liabilities, Redeemable Noncontrolling Interest, and Stockholders’ Equity | $ 5,328.2 | $ 5,265.7 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2018 | Dec. 31, 2017 |
Condensed Consolidated Balance Sheets | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 20,000,000 | 20,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 325,000,000 | 325,000,000 |
Common stock, shares issued (in shares) | 125,014,917 | 124,705,786 |
Common stock, shares outstanding (in shares) | 112,553,369 | 112,741,217 |
Treasury stock (in shares) | 12,461,548 | 11,964,569 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Income - USD ($) shares in Millions, $ in Millions | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Revenues: | ||
Total revenues | $ 777.7 | $ 356.2 |
Cost of revenues: | ||
Total cost of revenues | 449.2 | 162.8 |
Revenues less cost of revenues | 328.5 | 193.4 |
Operating expenses: | ||
Compensation and benefits | 58.9 | 47.8 |
Depreciation and amortization | 54.2 | 25.1 |
Technology support services | 12.1 | 7.5 |
Professional fees and outside services | 18 | 14.4 |
Travel and promotional expenses | 3.7 | 3.3 |
Facilities costs | 2.4 | 2.1 |
Acquisition-related costs | 8.8 | 65.2 |
Other expenses | 2.7 | 1.9 |
Total operating expenses | 160.8 | 167.3 |
Operating income | 167.7 | 26.1 |
Non-operating (expenses) income: | ||
Interest expense, net | (9.6) | (7.9) |
Other income | 1.3 | 0.1 |
Income before income tax provision | 159.4 | 18.3 |
Income tax provision | 41.3 | 3.1 |
Net income | 118.1 | 15.2 |
Net loss attributable to redeemable noncontrolling interest | 0.3 | 0.3 |
Net income excluding redeemable noncontrolling interest | 118.4 | 15.5 |
Change in redemption value of redeemable noncontrolling interest | (0.3) | (0.3) |
Net income allocated to participating securities | (0.8) | (0.1) |
Net income allocated to common stockholders | $ 117.3 | $ 15.1 |
Basic earnings per share (in dollars per share) | $ 1.04 | $ 0.16 |
Diluted earnings per share (in dollars per share) | $ 1.04 | $ 0.16 |
Basic weighted average shares outstanding (in shares) | 112.4 | 91.9 |
Diluted weighted average shares outstanding (in shares) | 112.7 | 92 |
Transaction fees | ||
Revenues: | ||
Total revenues | $ 547.1 | $ 256.4 |
Access fees | ||
Revenues: | ||
Total revenues | 28.6 | 17.8 |
Exchange services and other fees | ||
Revenues: | ||
Total revenues | 22 | 15.4 |
Market data fees | ||
Revenues: | ||
Total revenues | 54.2 | 22.5 |
Regulatory fees | ||
Revenues: | ||
Total revenues | 116.3 | 38.3 |
Other revenue | ||
Revenues: | ||
Total revenues | 9.5 | 5.8 |
Liquidity payments | ||
Cost of revenues: | ||
Total cost of revenues | 302.9 | 105.3 |
Routing and clearing | ||
Cost of revenues: | ||
Total cost of revenues | 10.3 | 6.3 |
Section 31 fees | ||
Cost of revenues: | ||
Total cost of revenues | 108.8 | 30 |
Royalty fees | ||
Cost of revenues: | ||
Total cost of revenues | $ 27.2 | $ 21.2 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Condensed Consolidated Statements of Comprehensive Income | ||
Net income | $ 118.1 | $ 15.2 |
Other comprehensive income (loss), before tax: | ||
Foreign currency translation adjustments | 24.9 | 3 |
Unrealized holding gains on financial investments | (0.1) | |
Comprehensive income | 142.9 | 18.2 |
Comprehensive loss attributable to redeemable noncontrolling interest | 0.3 | 0.3 |
Comprehensive income excluding redeemable noncontrolling interest | 143.2 | 18.5 |
Change in redemption value of redeemable noncontrolling interest | (0.3) | (0.3) |
Comprehensive income allocated to participating securities | (0.8) | (0.1) |
Comprehensive income allocated to common stockholders, net of tax | 142.1 | 18.4 |
Income tax benefit | (0.1) | |
Comprehensive income allocated to common stockholders, net of tax | $ 142.1 | $ 18.3 |
Condensed Consolidated Stateme6
Condensed Consolidated Statement of Changes in Stockholder's Equity - 3 months ended Mar. 31, 2018 - USD ($) $ in Millions | Common Stock | Treasury Stock | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive (Loss) Income | Redeemable Noncontrolling Interests | Total |
Beginning balance at Dec. 31, 2017 | $ 1.2 | $ (558.3) | $ 2,623.7 | $ 993.3 | $ 50.7 | $ 9.4 | $ 3,110.6 |
Increase (Decrease) in Stockholders' Equity | |||||||
Cash dividends on common stock of $0.27 per share | (30.6) | (30.6) | |||||
Stock-based compensation | 11 | 11 | |||||
Common stock issued from employee stock plans | (59.3) | 0.6 | (58.7) | ||||
Net income excluding noncontrolling interest | 118.4 | 118.4 | |||||
Other comprehensive income | 24.8 | 24.8 | |||||
Net loss attributable to redeemable noncontrolling interest | (0.3) | (0.3) | |||||
Redemption value adjustment of redeemable noncontrolling interest | (0.3) | 0.3 | (0.3) | ||||
Ending balance at Mar. 31, 2018 | $ 1.2 | $ (617.6) | $ 2,635.3 | $ 1,080.8 | $ 75.5 | $ 9.4 | $ 3,175.2 |
Condensed Consolidated Stateme7
Condensed Consolidated Statement of Changes in Stockholder's Equity (Parenthetical) | 3 Months Ended |
Mar. 31, 2018$ / shares | |
Condensed Consolidated Statements of Changes in Stockholders’ Equity | |
Dividends (in dollars per share) | $ 0.27 |
Condensed Consolidated Stateme8
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Cash Flows from Operating Activities: | ||
Net income | $ 118.1 | $ 15.2 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 54.2 | 25.1 |
Amortization of debt issuance cost and debt discount | 0.6 | 0.9 |
Change in fair value of contingent consideration | 1.3 | 0.2 |
Realized gain on financial investments | 0.4 | 0.1 |
Provision for deferred income taxes | (29.8) | 2.1 |
Stock-based compensation expense | 11 | 20.9 |
Impairment of data processing software | 14.8 | |
Equity in investments | (0.5) | (0.3) |
Excess tax benefit from stock-based compensation | 1.6 | |
Changes in assets and liabilities: | ||
Accounts receivable | (50.3) | (33.6) |
Income taxes receivable | 17.2 | 47.1 |
Other prepaid expenses | (6.3) | |
Other current assets | (4.7) | |
Accounts payable and accrued liabilities | (8.8) | 7.2 |
Section 31 fees payable | 4.3 | (71.7) |
Deferred revenue | 4.1 | 11.5 |
Income taxes payable | 49.2 | (44.1) |
Income tax liability | (0.9) | (9) |
Other liabilities | (0.3) | (1) |
Net Cash Flows provided by (used in) Operating Activities | 163.5 | (17.7) |
Cash Flows from Investing Activities: | ||
Acquisitions, net of cash acquired | 0.2 | (1,405.4) |
Purchases of financial investments | (63.4) | (20.3) |
Proceeds from maturities of financial investments | 46.3 | 45 |
Other | (1) | 1.3 |
Purchases of property and equipment | (7.3) | (7.4) |
Net Cash Flows (used in) provided by Investing Activities | (25.2) | (1,386.8) |
Cash Flows from Financing Activities: | ||
Proceeds from long-term debt | 300 | 1,644.2 |
Principal payments of long term debt | (325) | (150) |
Debt issuance costs | (0.1) | (0.3) |
Dividends paid | (30.6) | (28.3) |
Purchase of unrestricted stock from employees | (15.7) | (7.9) |
Proceeds from exercise of stock-based compensation | 0.8 | |
Purchase of common stock under announced program | (43.6) | |
Net Cash Flows provided by (used in) Financing Activities | (114.2) | 1,457.7 |
Effect of Foreign Currency Exchange Rate Changes on Cash and Cash equivalents | (1.3) | 2.8 |
Increase in Cash and Cash Equivalents | 22.8 | 56 |
Beginning of Period | 143.5 | 97.3 |
End of Period | 166.3 | 153.3 |
Supplemental disclosure of cash transactions: | ||
Cash paid for income taxes | 6.8 | |
Interest paid | $ 13.8 | |
Supplemental disclosure of noncash investing activities: | ||
Accounts receivable acquired | 117.8 | |
Financial investments acquired | 66 | |
Property and equipment acquired | 21.8 | |
Goodwill acquired | 2,649.3 | |
Intangible assets acquired | 2,000 | |
Other assets acquired | 32.8 | |
Accounts payable and accrued expenses assumed | (60.1) | |
Section 31 fees payable acquired | (143.6) | |
Deferred tax liability acquired | (718.5) | |
Other liabilities assumed | (135.4) | |
Issuance of common stock related to acquisition | $ (2,424.7) |
ORGANIZATION AND BASIS OF PRESE
ORGANIZATION AND BASIS OF PRESENTATION | 3 Months Ended |
Mar. 31, 2018 | |
ORGANIZATION AND BASIS OF PRESENTATION | |
ORGANIZATION AND BASIS OF PRESENTATION | 1. ORGANIZATION AND BASIS OF PRESENTATION Cboe Global Markets, Inc. is one of the world’s largest exchange holding companies, offering cutting-edge trading and investment solutions to investors around the world. The Company is committed to relentless innovation, connecting global markets with world-class technology, and providing seamless solutions that enhance the customer experience. Cboe offers trading across a diverse range of products in multiple asset classes and geographies, including options, futures, U.S. and European equities, exchange-traded products (ETPs), global foreign exchange (FX) and multi-asset volatility products based on the VIX, the world’s barometer for equity market volatility. Cboe’s trading venues include the largest options exchange in the U.S. by volume and the largest stock exchange by value traded in Europe. In addition, the Company is the second-largest stock exchange operator by volume in the U.S. and a leading market globally for ETP trading. The Company is headquartered in Chicago with offices in Kansas City, New York, London, San Francisco, Singapore, Hong Kong, and Ecuador. Basis of Presentation These interim unaudited condensed consolidated financial statements have been prepared in accordance with GAAP for interim financial information and with the instructions to Form 10‑Q and should be read in conjunction with the consolidated financial statements and notes thereto contained in the Company’s Annual Report on Form 10‑K for the year ended December 31, 2017. The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities, valuation of redeemable noncontrolling interest and reported amounts of revenues and expenses. On an ongoing basis, management evaluates its estimates based upon historical experience, observance of trends, information available from outside sources and various other assumptions that management believes to be reasonable under the circumstances. Actual results may differ from these estimates under different conditions or assumptions. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation of financial position, results of operations and cash flows at the dates and for the periods presented have been included. The results of operations for interim periods are not necessarily indicative of the results of operations for the full year. For those consolidated subsidiaries in which the Company’s ownership is less than 100% and for which the Company has control over the assets and liabilities and the management of the entity, the outside stockholders’ interest are shown as noncontrolling interest. Segment information The Company reports five business segments: Options, U.S. Equities, Futures, European Equities, and Global FX, which is reflective of how the Company’s chief operating decision-maker reviews and operates the business (Note 15). Recent Accounting Pronouncements - Adopted In the first quarter of 2018, the Company adopted ASU 2017‑09, Compensation - Stock Compensation (Topic 718). The ASU provides additional guidance around which changes to a share-based payment award require an entity to apply modification accounting. The Company’s application of the pronouncement, on a prospective basis, did not result in a material impact to the consolidated financial statements. In the first quarter of 2018, the Company adopted ASU 2017‑07, Compensation - Retirement Benefits (Topic 715) . This ASU requires an employer to report the service cost component in the same line item or items as other compensation costs arising from services rendered by the pertinent employees during the period. The other components are required to be presented in the income statement separately from the service cost component and outside a subtotal of income from operations. The Company applied the full retrospective application of the pronouncement, which did not result in a material impact to the consolidated financial statements. In the first quarter of 2018, the Company adopted ASU 2016‑15, Statement of Cash Flows (Topic 230) — Classification of Certain Cash Receipts and Cash Payments (a consensus of the FASB Emerging Issues Task Force). ASU No. 2016‑15 addresses eight specific cash flow issues in an effort to reduce diversity in practice: (1) debt prepayment or debt extinguishment costs; (2) settlement of zero-coupon bonds; (3) contingent consideration payments made after a business combination; (4) proceeds from the settlement of insurance claims; (5) proceeds from the settlement of corporate-owned life insurance policies, including bank-owned life insurance policies; (6) distributions received from equity method investees; (7) beneficial interests in securitization transactions; and (8) separately identifiable cash flows and application of the predominance principle. The Company’s application of the pronouncement did not result in a material impact to the consolidated financial statements. In the first quarter of 2018, the Company adopted ASU 2017‑01, Business Combinations (Topic 805) - Clarifying the Definition of a Business. ASU No. 2017‑01 clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. There are three elements of a business: inputs, processes, and outputs. While an integrated set of assets and activities (collectively, a “set”) that is a business usually has outputs, outputs are not required to be present. Additionally, all of the inputs and processes that a seller uses in operating a set are not required if market participants can acquire the set and continue to produce outputs. ASU No. 2017‑01 provides a screen to determine when a set is not a business. The screen requires that when substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or a group of similar identifiable assets, the set is not a business. This screen reduces the number of transactions that need to be further evaluated. If, however, the screen is not met, then the amendments in this ASU (1) require that to be considered a business, a set must include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create output and (2) remove the evaluation of whether a market participant could replace missing elements. Finally, the amendments in this ASU narrow the definition of the term “output” so that it is consistent with the manner in which outputs are described in Topic 606 - Revenue from Contracts with Customers . The Company will apply the pronouncement, on a prospective basis, for any business combination. In the first quarter of 2018, the Company adopted ASU 2016-01, Financial Instruments – Overall (Subtopic 825-10) – Recognition and Measurement of Financial Assets and Financial Liabilities. ASU No. 2016-01 addresses certain aspects of recognition, measurement, presentation, and disclosure of financial instruments. The changes primarily relate to equity investments, financial liabilities measured using the fair value option, and updated disclosure requirements. The Company applied the full retrospective application of the pronouncement, which did not result in a material impact to the consolidated financial statements. In the first quarter of 2018, the Company adopted ASU 2018-02, Income Statement - Reporti ng Comprehensive Income (Topic 220) - Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income . This update addresses the reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act (“Jobs Act”). The guidance eliminates the stranded tax effects resulting from the Jobs Act as well as improves the usefulness of information reported to financial statement users by requiring certain disclosures about stranded tax effects. As the amendment only relates to reclassification of the income tax effects of the Jobs Act, the underlying guidance that requires that the effect of a change in tax laws or rates be included in income from continuing operations is not affected. The Company’s application of the pronouncement did not result in a material impact to the condensed consolidated financial statements. Recent Accounting Pronouncements - Issued, not yet Adopted In January 2017, the FASB issued ASU 2017‑04, Intangibles-Goodwill and Other (Topic 350) - Simplifying the Test for Goodwill Impairment. This ASU simplifies the manner in which an entity is required to test goodwill for impairment by eliminating Step 2 from the goodwill impairment test. Step 2 measures a goodwill impairment loss by comparing the implied fair value of a reporting unit’s goodwill with the carrying amount of that goodwill. In computing the implied fair value of goodwill under Step 2, an entity, prior to the amendments in ASU No. 2017‑04, had to perform procedures to determine the fair value at the impairment testing date of its assets and liabilities, including unrecognized assets and liabilities, in accordance with the procedure that would be required in determining the fair value of assets acquired and liabilities assumed in a business combination. However, under this ASU, an entity should (1) perform its annual or interim goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount, and (2) recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value, with the understanding that the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. Additionally, ASU No. 2017‑04 removes the requirements for any reporting unit with a zero or negative carrying amount to perform a qualitative assessment and, if it fails such qualitative test, to perform Step 2 of the goodwill impairment test. For public entities, the update is effective for annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company is in the process of evaluating this guidance and assessing the impact the ASU could have on the consolidated financial statements. In February 2016, the FASB issued ASU 2016‑02, Leases . This update requires a lessee to recognize on the balance sheet a liability to make lease payments and a corresponding right-of-use asset. The guidance also requires certain qualitative and quantitative disclosures about the amount, timing and uncertainty of cash flows arising from leases. This update is effective for annual and interim periods beginning after December 15, 2018. Early adoption is permitted. The Company is in the process of evaluating this guidance and assessing the impact the ASU could have on the consolidated financial statements. |
REVENUE RECOGNITION
REVENUE RECOGNITION | 3 Months Ended |
Mar. 31, 2018 | |
REVENUE RECOGNITION | |
REVENUE RECOGNITION | 2. REVENUE RECOGNITION As of January 1, 2017, the Company adopted ASU 2014‑09 Revenue from Contracts with Customers - Topic 606 and all subsequent ASUs that modified ASC 606. The main types of revenue contracts are: · Transaction 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, as well as any tiered volume discounts, are calculated and billed monthly in accordance with the Company’s published fee schedules. Transaction fees are recognized across all segments. The Company also pays liquidity payments to customers based on its published fee schedules. The Company uses these payments to improve the liquidity on its markets and therefore recognizes those payments as a cost of revenue. · Access fees - Access fees represent fees assessed for the opportunity to trade, including fees for trading-related functionality across all segments. 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. There is no remaining performance obligation after revenue is recognized. · Exchange services and other fees - To facilitate trading, the Company offers technology services, terminal and other equipment rights, maintenance services, trading floor space and telecommunications services. Trading floor and equipment rights are generally on a month-to-month basis. Facilities, systems services and other fees are generally monthly fee-based, although certain services are influenced by trading volume or other defined metrics, while others are based solely on demand. All fees associated with the trading floor are recognized in the Options segment. · Market data fees - Market data fees represent the fees received by the Company from the U.S. tape plans and fees charged to 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 U.S. exchanges based on a known formula. 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 U.S. Equities and Options segments. Proprietary market data fees are recognized across all segments. · Regulatory fees - There are two types of regulatory fees that the Company recognizes. The first type represents fees collected by the Company to cover the Section 31 fees charged to the Exchanges by the SEC. The fees charged to customers are based on the fee set by the SEC per notional value of the transaction executed on the Company’s U.S. securities markets. These fees are calculated and billed monthly and are recognized in the U.S. Equities and Options segments. As the Exchanges are responsible for the ultimate payment to the SEC, the exchanges are considered the principal in these transactions. Regulatory fees also includes the options regulatory fee (ORF) which supports the Company’s regulatory oversight function in the Options segment and other miscellaneous regulatory fees. · Other revenue - Other revenue primarily includes revenue from various licensing agreements, all fees related to the trade reporting facility operated in the European Equities segment, and revenue associated with advertisements through the Company’s website. All revenue recognized in the income statement is considered to be revenue from contracts with customers. The following table depicts the disaggregation of revenue according to product line and segment (in millions): Corporate European items and Options U.S. Equities Futures Equities Global FX eliminations Total Three Months Ended March 31, 2018 Transaction fees $ 235.8 $ 233.8 $ 38.8 $ 25.7 $ 13.0 $ — $ 547.1 Access fees 13.5 11.7 0.3 2.2 0.9 — 28.6 Exchange services and other fees 10.1 6.4 3.4 1.5 0.6 — 22.0 Market data fees 10.8 38.5 1.4 3.4 0.1 — 54.2 Regulatory fees 17.8 98.5 — — — — 116.3 Other revenue 6.1 1.6 — 1.6 — 0.2 9.5 $ 294.1 $ 390.5 $ 43.9 $ 34.4 $ 14.6 $ 0.2 $ 777.7 Timing of revenue recognition Services transferred at a point in time $ 259.7 $ 333.9 $ 38.8 $ 27.3 $ 13.0 $ 0.2 $ 672.9 Services transferred over time 34.4 56.6 5.1 7.1 1.6 — 104.8 $ 294.1 $ 390.5 $ 43.9 $ 34.4 $ 14.6 $ 0.2 $ 777.7 Three Months Ended March 31, 2017 Transaction fees $ 140.2 $ 76.7 $ 28.7 $ 7.2 $ 3.6 $ — $ 256.4 Access fees 12.3 4.2 0.5 0.6 0.2 — 17.8 Exchange services and other fees 12.9 2.0 — 0.4 0.1 — 15.4 Market data fees 10.4 11.1 — 0.9 0.1 — 22.5 Regulatory fees 12.7 25.6 — — — — 38.3 Other revenue 4.2 0.6 0.7 0.2 — 0.1 5.8 $ 192.7 $ 120.2 $ 29.9 $ 9.3 $ 4.0 $ 0.1 $ 356.2 Contract liabilities for the three months ended March 31, 2018 primarily represent prepayments of transaction fees and certain access and market data fees to the Exchanges. The revenue recognized from contract liabilities and the remaining balance is shown below (in millions): Balance at January 1, 2018 Cash Revenue Balance at March 31, 2018 Liquidity provider sliding scale (1) $ 4.8 $ 4.8 $ (2.4) $ 7.2 Other, net 10.6 4.8 (3.0) 12.4 Total deferred revenue $ 15.4 $ 9.6 $ (5.4) $ 19.6 (1) Liquidity providers are eligible to participate in the sliding scale program, which involves prepayment of transaction fees, and to receive reduced fees based on the achievement of certain volume thresholds within a calendar month. These transaction fees are amortized and recorded ratably as the transactions occur over the period. |
ACQUISITIONS
ACQUISITIONS | 3 Months Ended |
Mar. 31, 2018 | |
ACQUISITIONS | |
ACQUISITIONS | 3. ACQUISITIONS Bats Global Markets, Inc. On February 28, 2017, pursuant to the Agreement and Plan of Merger, dated as of September 25, 2016 (the “Merger Agreement”), by and among Cboe, Bats, CBOE Corporation, a Delaware corporation and a wholly-owned subsidiary of Cboe (“Merger Sub”), and Cboe Bats, LLC (formerly CBOE V, LLC), a Delaware limited liability company and a wholly-owned subsidiary of Cboe (“Merger LLC”), Cboe completed the merger of Merger Sub with and into Bats and the subsequent merger of Bats with and into Merger LLC. As a result of the Merger, Bats became a wholly-owned subsidiary of Cboe. The acquisition-date fair value of the consideration transferred totaled $4.0 billion, which consisted of the following (in millions): Cash consideration for Bats outstanding common stock $ 955.5 Common stock issued 2,387.3 Equity awards issued 37.4 3,380.2 Debt extinguished 580.0 Total consideration $ 3,960.2 The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the acquisition date (in millions): Cash and cash equivalents $ 130.1 Accounts receivable 117.8 Financial investments 66.0 Property and equipment 21.8 Other assets 32.8 Goodwill 2,653.3 Intangibles 2,000.0 Accounts payable (33.7) Accrued expenses (26.2) Section 31 fees (143.6) Income tax payable (52.9) Deferred tax liability (722.6) Other liabilities (82.6) $ 3,960.2 For tax purposes, no tax deductible goodwill was generated as a result of this acquisition. Goodwill was assigned to the Options, U.S. Equities, European Equities, and Global FX segments as further described in Note 9 and is attributable to the expansion of asset classes, broadening of geographic reach, and expected synergies of the combined workforce, products and technologies of the Company and Bats. The intangible assets were assigned to the Options, U.S. Equities, European Equities, and Global FX segments in the following manner and will be amortized over the following useful lives: U.S. European Options Equities Equities Global FX Useful life Trading registrations and licenses $ 95.5 $ 572.7 $ 171.8 $ — indefinite Customer relationships 37.1 222.9 160.0 140.0 20 years Market data customer relationships 53.6 322.0 60.0 64.4 15 years Technology 22.5 22.5 22.5 22.5 7 years Trademarks and tradenames 1.0 6.0 1.8 1.2 2 years Goodwill 226.4 1,738.1 419.3 267.2 $ 436.1 $ 2,884.2 $ 835.4 $ 495.3 There were no goodwill or intangible assets assigned to the Futures segment as a result of this transaction as Bats did not operate a Futures business and no synergies are attributable to this segment. The fair value of accounts receivable acquired was $117.8 million. The gross amount of accounts receivable was $118.0 million of which $0.2 million was deemed uncollectable. The Company expensed $ 8.8 million of acquisition-related costs during the three months ended March 31, 2018 that included $ 5.4 million of compensation-related costs and $2.7 million of stock-based compensation. These expenses are included in acquisition-related costs in the condensed consolidated statements of income. The Company expensed $65.2 million of acquisition-related costs during the three months ended March 31, 2017 that included $ 30.2 million of compensation-related costs, $19.3 million of professional fees, $14.8 million of an impairment of capitalized data processing software, and $0.9 million of facilities expenses . These expenses are included in acquisition-related costs in the condensed consolidated statements of income. The amounts of revenue, operating income and net income of Bats are included in the Company’s condensed consolidated statements of income from the acquisition date to the three months ended March 31, 2018 and 2017 and are as follows (in millions): Three Months Ended March 31, Three Months Ended March 31, 2018 2017 Revenue $ 526.5 $ 159.8 Revenue less cost of revenues 131.2 39.2 Operating income (loss) 54.0 (2.0) Net income (loss) 51.2 (0.7) The financial information in the table below summarizes the combined results of operations of the Company and Bats, on a pro forma basis, as though the companies had been combined as of January 1, 2017. The pro forma financial information is presented for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had taken place at the beginning of the period presented. Such pro forma financial information is based on the historical financial statements of the Company and Bats. This pro forma financial information is based on estimates and assumptions that have been made solely for purposes of developing such pro forma information, including, without limitation, preliminary purchase accounting adjustments. The pro forma financial information does not reflect any synergies or operating cost reductions that may be achieved from the combined operations. The pro forma financial information combines the historical results for the Company and Bats for the three months ended March 31, 2017 in the following table (in millions, except per share amounts): Three Months Ended March 31, 2017 Revenue $ 629.1 Revenue less cost of revenues 265.2 Operating income 106.9 Net income 73.0 Earnings per share: Basic $ 0.65 Diluted 0.65 The supplemental 2017 pro forma amounts have been calculated after applying the Company’s accounting policies and adjusting the results to reflect the additional amortization that would have been charged assuming the adjusted fair values of acquired intangible assets had been applied on January 1, 2017. The supplemental 2017 pro forma financial information includes pro forma adjustments of $107.8 million for acquisition-related costs, such as fees to investment bankers, attorneys, accountants and other professional advisors, as well as severance to employees. |
SEVERANCE
SEVERANCE | 3 Months Ended |
Mar. 31, 2018 | |
SEVERANCE | |
SEVERANCE | 4. SEVERANCE Subsequent to the Bats acquisition, the Company determined that certain employees’ positions were redundant. As such, the Company communicated employee termination benefits to these employees. The following is a summary of the employee termination benefits recognized within acquisition costs in the Corporate Items and Eliminations unit in the condensed consolidated statements of income (in millions): Employee Termination Benefits Balance at December 31, 2017 $ 4.8 Termination benefits accrued 4.6 Termination payments made (7.2) Balance at March 31, 2018 $ 2.2 |
INVESTMENTS
INVESTMENTS | 3 Months Ended |
Mar. 31, 2018 | |
INVESTMENTS | |
INVESTMENTS | 5. INVESTMENTS As of March 31, 2018 and December 31, 2017, the Company’s investments were comprised of the following (in millions): March 31, December 31, 2018 2017 Equity Method: Investment in Signal Trading Systems, LLC $ 13.3 $ 12.5 Investment in EuroCCP 10.0 9.6 Total equity method investments 23.3 22.1 Other Equity Investments: Investment in OCC 30.3 30.3 Investment in Eris Exchange Holdings, LLC 20.0 20.0 Investment in American Financial Exchange, LLC 5.9 5.9 Other 5.5 4.4 Total other equity investments 61.7 60.6 Total investments $ 85.0 $ 82.7 Equity Method Equity method investments include investments in Signal Trading Systems, LLC ("Signal"), a joint venture with FlexTrade System, Inc. to develop and market a multi-asset front-end order entry system, and EuroCCP, a Dutch domiciled clearing house. EuroCCP is one of three interoperable central counterparties, or CCPs, used to clear trades conducted on Cboe Europe Equities’ markets. Cboe Europe Equities owns 20% of EuroCCP and can exercise significant influence over the entity as an equal shareholder with four other investors. Other Equity Investments The carrying amount of other equity investments totaled $ 61.7 million as of March 31, 2018 and $60. 6 million as of December 31, 2017, and is included in investments in the condensed consolidated balance sheets. The Company accounts for these investments using the measurement alternative primarily as a result of the Company’s inability to exercise significant influence as the Company is a smaller shareholder of these investments and the lack of readily determinable fair values. As of March 31, 2018, other equity investments primarily reflect a 20% investment in OCC and minority investments in American Financial Exchange, CurveGlobal and Eris Exchange Holdings, LLC. In December 2014, OCC announced a newly-formed capital plan. The OCC capital plan was designed to strengthen OCC’s capital base and facilitate its compliance with proposed SEC regulations for Systemically Important Financial Market Utilities ("SIFMUs") as well as international standards applicable to financial market infrastructures. On February 26, 2015, the SEC issued a notice of no objection to OCC’s advance notice filing regarding the capital plan, and OCC and OCC’s existing exchange stockholders, which include Cboe Options, subsequently executed agreements effecting the capital plan. Under the plan, each of OCC’s existing exchange stockholders agreed to contribute its pro-rata share, based on ownership percentage, of $150 million in equity capital, which would increase OCC’s shareholders’ equity, and to provide its pro rata share in replenishment capital, up to a maximum of $40 million per exchange stockholder, if certain capital thresholds are breached. OCC also adopted policies under the plan with respect to fees, customer refunds, and stockholder dividends, which envision an annual dividend payment to the exchange stockholders equal to the portion of OCC’s after-tax income that exceeds OCC’s capital requirements after payment of refunds to OCC’s clearing members (with such customer refunds generally to constitute 50% of the portion of OCC’s pre-tax income that exceeds OCC’s capital requirements). On March 3, 2015, in accordance with the plan, Cboe Options contributed $30 million to OCC. That contribution has been recorded under investments in the condensed consolidated balance sheets as of March 31, 2018. On March 6, 2015, OCC informed Cboe Options that the SEC, acting through delegated authority, had approved OCC's proposed rule filing for the capital plan. Following petitions to review the approval based on delegated authority, the SEC conducted its own review and then approved the proposed rule change implementing OCC's capital plan. Certain petitioners subsequently appealed the SEC approval order for the OCC capital plan to the U.S. Court of Appeals for the D.C. Circuit and moved to stay the SEC approval order. On February 23, 2016, the Court denied the petitioners' motion to stay. On August 8, 2017, the Court held that the SEC’s approval order lacked reasoned decision-making sufficient to support the SEC’s conclusion that the OCC capital plan complied with applicable statutory requirements. The Court declined to vacate the SEC’s approval order or to require the unwinding of actions taken under the OCC capital plan, but instead remanded the matter to the SEC for further proceedings concerning whether that capital plan complies with those statutory requirements. Petitioners requested a stay of dividend payments to the exchange stockholders until the SEC made a final decision about the OCC capital plan, but the SEC denied that request on September 14, 2017. The SEC allowed for and received information from interested parties for the SEC’s consideration in connection with its review of the OCC capital plan on remand from the Court. The SEC’s review of the OCC capital plan on remand from the Court remains pending. |
FINANCIAL INVESTMENTS
FINANCIAL INVESTMENTS | 3 Months Ended |
Mar. 31, 2018 | |
INVESTMENTS | |
FINANCIAL INVESTMENTS | 6. FINANCIAL INVESTMENTS The Company’s financial investments with original or acquired maturities longer than three months, but that mature in less than one year from the condensed consolidated balance sheet date and any money market funds that are considered cash and cash equivalents are classified as current assets and are summarized as follows (in millions): March 31, 2018 Cost basis Unrealized gains Unrealized losses Fair value U.S. Treasury securities $ 64.0 $ — $ — $ 64.0 Money market funds 2.5 — — 2.5 Total financial investments $ 66.5 $ — $ — $ 66.5 December 31, 2017 Cost basis Unrealized gains Unrealized losses Fair value U.S. Treasury securities $ 47.3 $ — $ — $ 47.3 Money market funds 2.5 — — 2.5 Total financial investments $ 49.8 $ — $ — $ 49.8 |
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET | 3 Months Ended |
Mar. 31, 2018 | |
PROPERTY AND EQUIPMENT, NET | |
PROPERTY AND EQUIPMENT, NET | 7. PROPERTY AND EQUIPMENT, NET Property and equipment, net consisted of the following as of March 31, 2018 and December 31, 2017 (in millions): March 31, December 31, 2018 2017 Construction in progress $ 6.1 $ 5.9 Building 78.0 77.4 Furniture and Equipment 145.7 139.7 Total property and equipment 229.8 223.0 Less accumulated depreciation (155.6) (149.1) Property and equipment, net $ 74.2 $ 73.9 Depreciation expense using the straight-line method was $ 6.9 million and $6.4 million for the three months ended March 31, 2018 and 2017, respectively. |
OTHER ASSETS, NET
OTHER ASSETS, NET | 3 Months Ended |
Mar. 31, 2018 | |
OTHER ASSETS, NET | |
OTHER ASSETS, NET | 8. OTHER ASSETS, NET Other assets, net consisted of the following as of March 31, 2018 and December 31, 2017 (in millions): March 31, December 31, 2018 2017 Software development work in progress $ 8.9 $ 10.2 Data processing software 222.2 220.0 Less accumulated depreciation and amortization (195.2) (189.6) Data processing software, net 35.9 40.6 Other assets (1) 21.0 18.9 Other assets, net $ 56.9 $ 59.5 (1) At December 31, 2017 and March 31, 2018, the majority of the balance included long-term prepaid assets and notes receivable. Amortization expense related to data processing software was $ 5.2 million and $ 4.1 million for the three months ended March 31, 2018 and 2017, respectively. |
GOODWILL AND INTANGIBLE ASSETS,
GOODWILL AND INTANGIBLE ASSETS, NET | 3 Months Ended |
Mar. 31, 2018 | |
GOODWILL AND INTANGIBLE ASSETS, NET | |
GOODWILL AND INTANGIBLE ASSETS, NET | 9. GOODWILL AND INTANGIBLE ASSETS, NET The following table presents the details of goodwill by segment (in millions): U.S. European Corporate Options Equities Equities Global FX and Other Total Balance as of December 31, 2017 $ $ 1,740.4 $ 441.6 $ 267.2 $ 18.8 $ Additions — — — — — — Dispositions — — — — — — Changes in foreign currency exchange rates — — 10.8 — — 10.8 Balance as of March 31, 2018 $ $ 1,740.4 $ 452.4 $ 267.2 $ 18.8 $ Goodwill has been allocated to specific reporting units for purposes of impairment testing - Options, U.S. Equities, European Equities and Global FX. No goodwill has been allocated to Futures. Goodwill impairment testing is performed annually in the fiscal fourth quarter or more frequently if conditions exist that indicate that the asset may be impaired. The allocation of the new goodwill did not impact the existing goodwill assignment to reporting units and there are no aggregate impairments of goodwill. The following table presents the details of the intangible assets (in millions): U.S. European Corporate Options Equities Equities Global FX and Other Total Balance as of December 31, 2017 $ $ 1,071.8 $ 427.0 $ 199.6 $ 5.5 $ 1,902.6 Additions — — — — — — Dispositions — — — — — — Amortization (4.4) (21.5) (7.5) (8.4) (0.3) (42.1) Changes in foreign currency exchange rates — — 16.2 — — 16.2 Balance as of March 31, 2018 $ $ 1,050.3 $ 435.7 $ 191.2 $ 5.2 $ 1,876.7 For the three months ended March 31, 2018 and 2017, amortization expense was $42.1 million and $14.4 million, respectively. The estimated future amortization expense is $ 117.1 million for the remainder of 2018, $ 137.5 million for 2019, $ 121.0 million for 2020, $ 105.7 million for 2021, $ 93.5 million for 2022 and $82.6 million for 2023. The following tables present the categories of intangible assets as of March 31, 2018 and December 31, 2017 (in millions): Weighted March 31, 2018 Average U.S. European Corporate Amortization Options Equities Equities Global FX and Other Period (in years) Trading registrations and licenses $ 95.5 $ 572.7 $ 193.6 $ — $ — Indefinite Customer relationships 38.8 222.9 180.3 140.0 3.0 19 Market data customer relationships 53.6 322.0 67.6 64.4 — 14 Technology 24.6 22.5 25.4 22.5 4.0 6 Trademarks and tradenames 1.7 6.0 2.0 1.2 1.0 2 Other 0.2 — — — — 2 Accumulated amortization (20.1) (95.8) (33.2) (36.9) (2.8) $ 194.3 $ 1,050.3 $ 435.7 $ 191.2 $ 5.2 Weighted December 31, 2017 Average U.S. European Corporate Amortization Options Equities Equities Global FX and Other Period (in years) Trading registrations and licenses $ 95.5 $ 572.7 $ 186.5 $ — $ — Indefinite Customer relationships 38.8 222.9 173.7 140.0 3.0 19 Market data customer relationships 53.6 322.0 65.1 64.4 — 14 Technology 24.6 22.5 24.4 22.5 4.0 6 Trademarks and tradenames 1.7 6.0 2.0 1.2 1.0 2 Other 0.2 — — — — 2 Accumulated amortization (15.7) (74.3) (24.7) (28.5) (2.5) $ 198.7 $ 1,071.8 $ 427.0 $ 199.6 $ 5.5 |
ACCOUNTS PAYABLE AND ACCRUED LI
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | 3 Months Ended |
Mar. 31, 2018 | |
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | |
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | 10. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES Accounts payable and accrued liabilities consisted of the following as of March 31, 2018 and December 31, 2017 (in millions): March 31, 2018 December 31, 2017 Compensation and benefit-related liabilities $ 17.8 $ 18.0 Termination benefits 2.2 4.8 Royalties 24.7 20.3 Accrued liabilities 39.8 59.1 Marketing fee payable 10.8 8.4 Accounts payable 48.7 43.2 Total accounts payable and accrued liabilities $ 144.0 $ 153.8 |
DEBT
DEBT | 3 Months Ended |
Mar. 31, 2018 | |
DEBT | |
DEBT | 11. DEBT The Company’s long-term debt consisted of the following as of March 31, 2018 and December 31, 2017 (in millions): March 31, 2018 December 31, 2017 Term Loan Agreement $ 270.1 $ — Prior Term Loan Agreement — 294.9 3.650% Senior Notes 644.0 643.8 1.950% Senior Notes 299.3 299.2 Revolving Credit Agreement — — Total long-term debt $ 1,213.4 $ 1,237.9 In connection with the Merger, on December 15, 2016, the Company entered into the Prior Term Loan Agreement (as defined below) providing for a $1.0 billion senior unsecured delayed draw term loan facility and on January 12, 2017, the Company issued $650 million aggregate principal amount of 3.650% Senior Notes due 2027 ("3.650% Senior Notes"). The proceeds from this delayed draw term loan facility and issuance of our senior notes, in addition to using cash on hand at Cboe and Bats, were used to finance a portion of the cash component of the Merger consideration, to refinance existing indebtedness of Bats and its subsidiaries and to pay related fees and expenses. In addition, on December 15, 2016, the Company entered into a $150 million revolving credit facility to be used for working capital and other general corporate purposes. On June 29, 2017, Cboe refinanced approximately $300 million of the amounts outstanding under the Prior Term Loan Agreement through the issuance of $300 million in aggregate principal amount of 1.950% Senior Notes due 2019 ("1.950% Senior Notes" and, together with the 3.650% Senior Notes, the "Notes"). On March 22, 2018, the Company repaid $300 million of outstanding indebtedness under the Prior Term Loan Agreement by using the proceeds from a new Term Loan Agreement (as defined below) providing for a $300 million senior unsecured term loan facility. Term Loan Agreement On March 22, 2018, the Company, as borrower, entered into a new Term Loan Credit Agreement (the “Term Loan Agreement”) with Bank of America, N.A. (“Bank of America”), as administrative agent and initial lender, and the several banks and other financial institutions from time to time party thereto as lenders. Bank of America also acted as sole lead arranger and sole bookrunner with respect to the Term Loan Agreement. The Term Loan Agreement provides for a senior unsecured term loan facility in an aggregate principal amount of $300 million. The proceeds of the loan under the Term Loan Agreement were used to repay the $300 million of outstanding indebtedness under the Prior Term Loan Agreement. Loans under the Term Loan Agreement bear interest, at our option, at either (i) the London Interbank Offered Rate (“LIBOR”) periodically fixed for an interest period (as selected by us) of one, two, three or six months plus a margin (based on our public debt ratings) ranging from 1.00 percent per annum to 1.50 percent per annum or (ii) a daily floating rate based on the agent’s prime rate (subject to certain minimums based upon the federal funds effective rate or LIBOR) plus a margin (based on our public debt ratings) ranging from zero percent per annum to 0.50 percent per annum. The Company was required to pay an up-front fee of 0.05 percent to the agent for the entry into the Term Loan Agreement. The Term Loan Agreement, which matures on December 15, 2021, contains customary representations, warranties and affirmative and negative covenants for facilities of its type, including financial covenants, events of default and indemnification provisions in favor of the lenders thereunder. The negative covenants include restrictions regarding the incurrence of liens, the incurrence of indebtedness by our subsidiaries and fundamental changes, subject to certain exceptions in each case. The financial covenants require us to meet a quarterly financial test with respect to a minimum consolidated interest coverage ratio of not less than 4.00 to 1.00 and a maximum consolidated leverage ratio of not greater than 3.50 to 1.00. At March 31, 2018, the Company was in compliance with these covenants. Prior Term Loan Agreement On December 15, 2016, the Company, as borrower, entered into a Term Loan Credit Agreement (the “ Prior Term Loan Agreement”) with Bank of America, N.A., as administrative agent, certain lenders named therein (the “Prior Term Lenders”), Merrill Lynch, Pierce, Fenner & Smith Incorporated, as sole lead arranger and sole bookrunner, Morgan Stanley MUFG Loan Partners, LLC, as syndication agent, and Citibank, N.A., PNC Bank, National Association and JPMorgan Chase Bank, N.A., as co-documentation agents. The Term Loan Agreement provided for a senior unsecured delayed draw term loan facility (the “Prior Term Loan Facility”) in an aggregate principal amount of $1.0 billion. The commercial terms of the Prior Term Loan Agreement are substantially similar to the Term Loan Agreement, other than interest rates and the maturity date. Loans under the Prior Term Loan Agreement, which was to mature on February 28, 2022, bore interest, at our option, at either (i) the LIBOR periodically fixed for an interest period (as selected by us) of one, two, three or six months plus a margin (based on our public debt ratings) ranging from 1.00 percent per annum to 1.75 percent per annum or (ii) a daily floating rate based on the agent’s prime rate (subject to certain minimums based upon the federal funds effective rate or LIBOR) plus a margin (based on our public debt ratings) ranging from zero percent per annum to 0.75 percent per annum. The Company was required to pay a ticking fee to the agent for the account of the Prior Term Lenders which initially accrued at a rate (based on our public debt ratings) ranging from 0.10 percent per annum to 0.30 percent per annum multiplied by the undrawn aggregate commitments of the Prior Term Lenders in respect of the Prior Term Loan Facility, accruing during the period commencing on December 15, 2016 and ending on the earlier of the date on which the loans are drawn. On February 28, 2017, Cboe made a draw under the Prior Term Loan Agreement in the amount of $1.0 billion. Cboe used the proceeds to finance a portion of the cash component of the aggregate consideration for the Merger, repaid certain existing indebtedness of Bats, paid fees and expenses incurred in connection with the transactions contemplated by the Merger Agreement, funded working capital needs, and for other general corporate purposes. Loans under the Prior Term Loan Agreement mature five years following the closing date of the Merger. 1.950% Senior Notes due 2019 On June 29, 2017, the Company issued $300 million aggregate principal amount of 1.950% Senior Notes. The form and terms of the 1.950% Senior Notes were established pursuant to an Officer’s Certificate, dated as of June 29, 2017, supplementing the Indenture (as defined below). Underwriter fees of $0.8 million were also capitalized and netted against long-term debt in the consolidated balance sheet, while other issuance fees of $0.9 million were expensed and are included in debt issuance costs on the consolidated statement of income for the three months ended March 31, 2018. The Company used the net proceeds from the 1.950% Senior Notes to repay amounts under the Term Loan Agreement. The 1.950% Senior Notes mature on June 28, 2019 and bear interest at the rate of 1.950% per annum, payable semi-annually in arrears on June 28 and December 28 of each year, commencing December 28, 2017. The 1.950% Senior Notes are unsecured obligations of the Company and rank equally with all of the Company’s other existing and future unsecured, senior indebtedness, but are effectively junior to the Company’s secured indebtedness, to the extent of the value of the assets securing such indebtedness, and will be structurally subordinated to the secured and unsecured indebtedness of the Company’s subsidiaries. The Company has the option to redeem some or all of the 1.950% Senior Notes, at any time in whole or from time to time in part, at the redemption prices set forth in the Officer’s Certificate. The Company may also be required to offer to repurchase the 1.950% Senior Notes upon the occurrence of a Change of Control Triggering Event (as such term is defined in the Officer’s Certificate) at a repurchase price equal to 101% of the aggregate principal amount of 1.950% Senior Notes to be repurchased. 3.650% Senior Notes due 2027 On January 12, 2017, the Company entered into an indenture (the “Indenture”), by and between the Company and Wells Fargo Bank, National Association, as trustee, in connection with the issuance of $650 million aggregate principal amount of the Company’s 3.650% Senior Notes. The form and terms of the 3.650% Senior Notes were established pursuant to an Officer’s Certificate, dated as of January 12, 2017, supplementing the Indenture. The Company used a portion of the net proceeds from the 3.650% Senior Notes to fund, in part, the Merger, including the payment of related fees and expenses and the repayment of Bats’ existing indebtedness, and the remainder for general corporate purposes. The 3.650% Senior Notes mature on January 12, 2027 and bear interest at the rate of 3.650% per annum, payable semi-annually in arrears on January 12 and July 12 of each year, commencing July 12, 2017. The 3.650% Senior Notes are unsecured obligations of the Company and rank equally with all of the Company’s other existing and future unsecured, senior indebtedness, but are effectively junior to the Company’s secured indebtedness, to the extent of the value of the assets securing such indebtedness, and will be structurally subordinated to the secured and unsecured indebtedness of the Company’s subsidiaries. The Company has the option to redeem some or all of the 3.650% Senior Notes, at any time in whole or from time to time in part, at the redemption prices set forth in the Officer’s Certificate. The Company may also be required to offer to repurchase the 3.650% Senior Notes upon the occurrence of a Change of Control Triggering Event (as such term is defined in the Officer’s Certificate) at a repurchase price equal to 101% of the aggregate principal amount of 3.650% Senior Notes to be repurchased. Indenture Under the Indenture, the Company may issue debt securities, which includes the Notes, at any time and from time to time, in one or more series without limitation on the aggregate principal amount. The Indenture governing the Notes contains customary restrictions, including a limitation that restricts our ability and the ability of certain of our subsidiaries to create or incur secured debt. Such Indenture also limits certain sale and leaseback transactions and contains customary events of default. At March 31, 2018, the Company was in compliance with these covenants. Revolving Credit Agreement On December 15, 2016, the Company, as borrower, entered into a Credit Agreement (the “Revolving Credit Agreement”) with Bank of America, N.A., as administrative agent and as swing line lender, certain lenders named therein (the “Revolving Lenders”), Merrill Lynch, Pierce, Fenner & Smith Incorporated, as sole lead arranger and sole bookrunner, Morgan Stanley MUFG Loan Partners, LLC, as syndication agent, and Citibank, N.A., PNC Bank, National Association and JPMorgan Chase Bank, N.A., as co-documentation agents. The Revolving Credit Agreement provides for a senior unsecured $150 million five-year revolving credit facility (the “Revolving Credit Facility”) that includes a $25 million swing line sub-facility. The Company may also, subject to the agreement of the applicable lenders, increase the commitments under the Revolving Credit Facility by up to $100 million, for a total of $250 million. Subject to specified conditions, the Company may designate one or more of its subsidiaries as additional borrowers under the Revolving Credit Agreement provided that it guarantees all borrowings and other obligations of any such subsidiaries. As of March 31, 2018, no subsidiaries were designated as additional borrowers. Funds borrowed under the Revolving Credit Agreement may be used to fund working capital and for other general corporate purposes. As of March 31, 2018, no borrowings were outstanding under the Revolving Credit Agreement. Accordingly, at March 31, 2018, $150 million of borrowing capacity was available for the purposes permitted by the Revolving Credit Agreement. Loans under the Revolving Credit Agreement will bear interest, at our option, at either (i) LIBOR periodically fixed for an interest period (as selected by us) of one, two, three or six months plus a margin (based on our public debt ratings) ranging from 1.00 percent per annum to 1.75 percent per annum or (ii) a daily floating rate based on our prime rate (subject to certain minimums based upon the federal funds effective rate or LIBOR) plus a margin (based on our public debt ratings) ranging from zero percent per annum to 0.75 percent per annum. Subject to certain conditions stated in the Revolving Credit Agreement, the Company may borrow, prepay and reborrow amounts under the Revolving Credit Facility at any time during the term of the Revolving Credit Agreement. The Revolving Credit Agreement will terminate and all amounts owing thereunder will be due and payable on December 15, 2021, unless the commitments are terminated earlier, either at our request or, if an event of default occurs, by the Revolving Lenders (or automatically in the case of certain bankruptcy-related events). The Revolving Credit Agreement contains customary representations, warranties and affirmative and negative covenants for facilities of its type, including financial covenants, events of default and indemnification provisions in favor of the Revolving Lenders. The negative covenants include restrictions regarding the incurrence of liens, the incurrence of indebtedness by our subsidiaries and fundamental changes, subject to certain exceptions in each case. The financial covenants require us to meet a quarterly financial test with respect to a minimum consolidated interest coverage ratio of not less than 4.00 to 1.00 and a maximum consolidated leverage ratio of not greater than 3.50 to 1.00. At March 31, 2018, the Company was in compliance with these covenants. Loan and Notes Payments and Contractual Interest The future expected loan repayments related to the Term Loan Agreement and the Notes as of March 31, 2018 is as follows (in millions): 2018 $ — 2019 300.0 2020 — 2021 275.0 2022 — Thereafter 650.0 Principal amounts repayable 1,225.0 Debt issuance cost (6.3) Unamortized discounts on notes (5.3) Total debt outstanding $ 1,213.4 Interest expense recognized on the Term Loan Agreement and the Notes is included in interest expense, net in the condensed consolidated statements of income, for the three months ended March 31, 2018 and 2017 is as follows (in millions): Three Months Ended March 31, 2018 2017 Components of interest expense: Contractual interest $ 9.4 $ 7.6 Amortization of debt discount 0.2 — Amortization of debt issuance cost 0.4 0.9 Interest expense 10.0 8.5 Interest income (0.4) (0.6) Interest expense, net $ 9.6 $ 7.9 |
ACCUMULATED OTHER COMPREHENSIVE
ACCUMULATED OTHER COMPREHENSIVE INCOME, NET | 3 Months Ended |
Mar. 31, 2018 | |
ACCUMULATED OTHER COMPREHENSIVE INCOME, NET | |
ACCUMULATED OTHER COMPREHENSIVE INCOME, NET | 12. ACCUMULATED OTHER COMPREHENSIVE INCOME, NET The following represents the changes in accumulated other comprehensive income by component (in millions): Foreign Currency Unrealized Accumulated Other Translation Investment Post-Retirement Comprehensive Adjustment Gain/Loss Benefits Income Balance at December 31, 2017 $ 51.3 $ 0.2 $ (0.8) $ 50.7 Other comprehensive income (loss) 24.9 (0.1) — 24.8 Tax effect on other comprehensive income (loss) — — — — Balance at March 31, 2018 $ 76.2 $ 0.1 $ (0.8) $ 75.5 |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 3 Months Ended |
Mar. 31, 2018 | |
FAIR VALUE MEASUREMENTS | |
FAIR VALUE MEASUREMENTS | 13. FAIR VALUE MEASURMENTS Fair value is the price that would be received upon the sale of an asset or paid upon the transfer of a liability in an orderly transaction between market participants at the measurement date and in the principal or most advantageous market for that asset or liability. The fair value should be calculated based on assumptions that market participants would use in pricing the asset or liability, not on assumptions specific to the entity. In addition, the fair value of liabilities should include consideration of non-performance risk, including the Company’s own credit risk. The Company applied Financial Accounting Standards Board ASC 820, Fair Value Measurement and Disclosure , which provides guidance for using fair value to measure assets and liabilities by defining fair value and establishing the framework for measuring fair value. ASC 820 applies to financial and nonfinancial instruments that are measured and reported on a fair value basis. The three-level hierarchy of fair value measurements is based on whether the inputs to those measurements are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s market assumptions. The fair-value hierarchy requires the use of observable market data when available and consists of the following levels: · Level 1—Unadjusted inputs based on quoted markets for identical assets or liabilities. · Level 2—Observable inputs, either direct or indirect, not including Level 1, corroborated by market data or based upon quoted prices in non-active markets. · Level 3—Unobservable inputs that reflect management’s best assumptions of what market participants would use in valuing the asset or liability. The Company has included a tabular disclosure for financial assets and liabilities that are measured at fair value on a recurring basis in the condensed consolidated balance sheet as of March 31, 2018 and December 31, 2017. Instruments Measured at Fair Value on a Recurring Basis The following tables present the Company’s fair value hierarchy for those assets measured at fair value on a recurring basis as of March 31, 2018 and December 31, 2017 (in millions): March 31, 2018 Total Level 1 Level 2 Level 3 Assets: U.S. Treasury securities $ 64.0 $ 64.0 $ — $ — Money market funds 2.5 2.5 — — Total assets $ 66.5 $ 66.5 $ — $ — Liabilities: Contingent consideration liabilities $ 57.9 $ — $ — $ 57.9 Total Liabilities $ 57.9 $ — $ — $ 57.9 December 31, 2017 Total Level 1 Level 2 Level 3 Assets: U.S. Treasury securities $ 47.3 $ 47.3 $ — $ — Money market funds 2.5 2.5 — — Total assets $ 49.8 $ 49.8 $ — $ — Liabilities: Contingent consideration liabilities $ 56.6 $ — $ — $ 56.6 Total Liabilities $ 56.6 $ — $ — $ 56.6 The following is a description of the Company’s valuation methodologies used for instruments measured at fair value on a recurring basis: Financial investments Financial investments consist of highly liquid U.S. Treasury securities. These securities are valued by obtaining feeds from a number of live data sources, including active market makers and inter‑dealer brokers and therefore categorized as Level 1. Contingent consideration liabilities In connection with the acquisition of Bats and the acquisition of the assets of Silexx Financial Systems, LLC (“Silexx”), the Company acquired a contingent consideration arrangements with the former owners of Cboe FX and Silexx, respectively. The total fair value of the liabilities at March 31, 2018 was $57.9 million. The fair values are based on estimates of discounted future cash payments, a significant unobservable input, and are considered a Level 3 measurement. Fair Value of Financial Instruments The following table presents the Company’s fair value hierarchy for those financial instruments held by the Company as of March 31, 2018 and December 31, 2017 (in millions): March 31, 2018 Total Level 1 Level 2 Level 3 Assets: Cash and cash equivalents $ 166.3 $ 166.3 $ — $ — Financial investments 64.0 64.0 — — Accounts receivable 268.4 268.4 — — Total assets $ 498.7 $ 498.7 $ — $ — Liabilities: Accounts payable $ 48.7 $ — $ 48.7 $ — Section 31 fees payable 109.9 — 109.9 — Contingent consideration liabilities 57.9 — — 57.9 Long-term debt 1,213.4 — 1,213.4 — Total liabilities $ 1,429.9 $ — $ 1,372.0 $ 57.9 December 31, 2017 Total Level 1 Level 2 Level 3 Assets: Cash and cash equivalents $ 143.5 $ 143.5 $ — $ — Financial investments 47.3 47.3 — — Accounts receivable 217.3 217.3 — — Income tax receivable 17.2 17.2 — — Total assets $ 425.3 $ 425.3 $ — $ — Liabilities: Accounts payable $ 43.2 $ — $ 43.2 $ — Section 31 fees payable 105.6 — 105.6 — Contingent consideration liabilities 56.6 — — 56.6 Long-term debt 1,237.9 — 1,237.9 — Total liabilities $ 1,443.3 $ — $ 1,386.7 $ 56.6 The carrying amounts of cash and cash equivalents, accounts receivable, income tax receivable, accounts payable and Section 31 fees payable approximate fair value due to their liquid or short-term nature. Long-term debt The carrying amount of long-term debt approximates its fair value based on quoted LIBOR at March 31, 2018 and is considered a Level 2 measurement. Information on Level 3 Financial Liabilities The following table sets forth a summary of changes in the fair value of the Company’s Level 3 financial liabilities during the three months ended March 31, 2018. Level 3 Financial Liabilities for the Three Months Ended March 31, 2018 Balance at Realized (gains) Beginning of losses during Balance at Period period Additions Settlements End of Period Liabilities Contingent consideration liabilities $ 56.6 $ 1.3 $ — $ — $ 57.9 Total Liabilities $ 56.6 $ 1.3 $ — $ — $ 57.9 |
REDEEMABLE NONCONTROLLING INTER
REDEEMABLE NONCONTROLLING INTEREST | 3 Months Ended |
Mar. 31, 2018 | |
REDEEMABLE NONCONTROLLING INTEREST | |
REDEEMABLE NONCONTROLLING INTEREST | 14. REDEEMABLE NONCONTROLLING INTEREST Redeemable noncontrolling interest are reported on the consolidated balance sheets in mezzanine equity in Redeemable Noncontrolling Interest. The Company recognizes changes to the redemption value of redeemable noncontrolling interest as they occur and adjust the carrying value to equal the redemption value at the end of each reporting period. The resulting increases or decreases in the estimated redemption amount are affected by corresponding charges or credits against retained earnings, or in the absence of retained earnings, additional paid in capital. The redemption amounts have been estimated based on the fair value of the majority-owned subsidiary, determined based on a weighting of the discounted cash flow and other economic factors. For the three months ended March 31, 2018, the following reflects changes in our redeemable noncontrolling interest (in millions): Redeemable Balance as of December 31, 2017 $ 9.4 Net loss attributable to redeemable noncontrolling interest (0.3) Redemption value adjustment of redeemable noncontrolling interest 0.3 Balance as of March 31, 2018 $ 9.4 |
SEGMENT REPORTING
SEGMENT REPORTING | 3 Months Ended |
Mar. 31, 2018 | |
SEGMENT REPORTING | |
SEGMENT REPORTING | 15. SEGMENT REPORTING The Company reports five business segments: Options, U.S. Equities, Futures, European Equities, and Global FX, which is reflective of how the Company’s chief operating decision-maker reviews and operates the business (Note 1). Segment performance is primarily based on operating income (loss). The Company has aggregated all of its corporate costs, acquisition-related costs, as well as other business ventures, within the Corporate Items and Eliminations unit based on the decision that those activities should not be used to evaluate the segment’s operating performance; however, operating expenses that relate to activities of a specific segment have been allocated to that segment. The Options segment includes the options exchange business, which lists for trading options on market indexes (index options), mostly on an exclusive basis, as well as on non-exclusive "multiply-listed" options, such as options on the stocks of individual corporations (equity options) and options on other exchange-traded products (ETP options), such as exchange-traded funds (ETF options) and exchange-traded notes (ETN options) that occur on Cboe Options, C2, BZX and EDGX. It also includes the listed equity and ETP options routed transaction services that occur on Cboe Trading. The U.S. Equities segment includes listed cash equities and ETP transaction services that occur on BZX, BYX, EDGX and EDGA. It also includes market data revenue generated from the U.S. tape plans as well as revenues generated from the sale of proprietary market data ETP listing, listed cash equities and ETPs routed transaction services, connectivity fees, and advertising activity from ETF.com. The Futures segment includes the business of our futures exchange, CFE, which includes offering for trading futures on the VIX Index and bitcoin and other futures products. The European Equities segment includes the pan‑European listed cash equities transaction services, ETPs, exchange‑traded commodities, and international depository receipts that occur on the RIE, operated by Cboe Europe Equities. It also includes the listed cash equities and ETPs routed transaction services that occur on Cboe Chi-X Europe, as well as the listings business where ETPs can be listed on Cboe Europe Equities. The Global FX segment includes institutional FX trading services that occur on the Cboe FX platform, as well as non-deliverable forward FX transactions executed on Cboe SEF. Summarized financial data of reportable segments was as follows (in millions): Corporate European items and Options U.S. Equities Futures Equities Global FX eliminations Total Three months ended March 31, 2018 Revenues $ 294.1 $ 390.5 $ 43.9 $ 34.4 $ 14.6 $ 0.2 $ 777.7 Operating income (loss) 113.6 33.8 26.2 6.2 (3.0) (9.1) 167.7 Three months ended March 31, 2017 Revenues $ 192.7 $ 120.2 $ 29.9 $ 9.3 $ 4.0 $ 0.1 $ 356.2 Operating income (loss) 65.0 12.2 25.9 1.6 (1.2) (77.4) 26.1 |
EMPLOYEE BENEFITS
EMPLOYEE BENEFITS | 3 Months Ended |
Mar. 31, 2018 | |
EMPLOYEE BENEFITS | |
EMPLOYEE BENEFITS | 16. EMPLOYEE BENEFITS Employees are eligible to participate in the Cboe Options SMART Plan (“SMART Plan”). The SMART Plan is a defined contribution plan, which is qualified under Internal Revenue Code Section 401(k). In addition, eligible employees may participate in the Supplemental Employee Retirement Plan, Executive Retirement Plan and Deferred Compensation Plan. Effective January 1, 2017, the Executive Retirement Plan is closed to new executive officers and employees. Each plan is a defined contribution plan that is non-qualified under Internal Revenue Code. The Company contributed $ 1.9 million and $2.6 million to the defined contribution plans for the three months ended March 31, 2018 and 2017, respectively The Company also assumed the Cboe Europe Equities employee‑selected stakeholder contribution plan upon completion of the Merger. The Company’s contribution amounted to $0. 2 million for the three months ended March 31, 2018. This expense is included in compensation and benefits in the condensed consolidated statements of income. |
REGULATORY CAPITAL
REGULATORY CAPITAL | 3 Months Ended |
Mar. 31, 2018 | |
REGULATORY CAPITAL | |
REGULATORY CAPITAL | 17. REGULATORY CAPITAL As a broker‑dealer registered with the SEC, Cboe Trading is subject to the SEC’s Uniform Net Capital Rule (Rule 15c3‑1), which requires the maintenance of minimum net capital, as defined therein. The SEC’s requirement also provides that equity capital may not be withdrawn or a cash dividend paid if certain minimum net capital requirements are not met. Cboe Trading computes the net capital requirements under the basic method provided for in Rule 15c3‑1. As of March 31, 2018, Cboe Trading is required to maintain net capital equal to the greater of 6.67% of aggregate indebtedness items, as defined, or $0.1 million. At March 31, 2018, Cboe Trading had net capital of $ 5.2 million, which was $ 4.8 million in excess of its required net capital of $ 0.4 million. As entities regulated by the FCA, Cboe Europe Equities is subject to the Financial Resource Requirement ("FRR") and Cboe Chi-X Europe is subject to the Capital Resources Requirement ("CRR"). As a RIE, Cboe Europe Equities computes its FRR in accordance with its Financial Risk Assessment, as agreed by the FCA. This FRR was $20.8 million at March 31, 2018. At March 31, 2018, Cboe Europe Equities had capital in excess of its required FRR of $ 19.6 million. As a Banks, Investment firms, PRUdential (BIPRU) 50k firm, as defined by the Markets in Financial Instruments Directive of the FCA, Cboe Chi‑X Europe computes its CRR as the greater of the base requirement of $0.1 million at March 31, 2018, or the summation of the credit risk, market risk and fixed overheads requirements, as defined. At March 31, 2018, Cboe Chi‑X Europe had capital in excess of its required CRR of $0. 5 million. As a swap execution facility regulated by the CFTC, Cboe SEF is required to meet two capital adequacy tests: (i) its financial resources must be equal to at least twelve months of its projected operating costs and (ii) its unencumbered, liquid financial assets must be equal to at least six months of its projected operating costs. As of March 31, 2018, Cboe SEF had annual operating expenses of $0.2 million and had financial resources that exceeded this amount. Additionally, as of March 31, 2018, Cboe SEF had projected operating expenses for six months of $ 0.8 million and had unencumbered, liquid financial assets that exceeded this amount. As a designated contract market regulated by the CFTC, CFE is required to meet two capital adequacy tests: (i) its financial resources must be equal to at least twelve months of its projected operating costs and (ii) its unencumbered, liquid financial assets must be equal to at least six months of its projected operating costs. As of March 31, 2018, CFE had annual projected operating expenses of $36.1 million and had financial resources that exceeded this amount. Additionally, as of March 31, 2018, CFE had projected operating expenses for six months of $ 18.0 million and had unencumbered, liquid financial assets that exceeded this amount. |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 3 Months Ended |
Mar. 31, 2018 | |
STOCK-BASED COMPENSATION | |
STOCK-BASED COMPENSATION | 18. STOCK-BASED COMPENSATION Stock-based compensation is based on the fair value of the award on the date of grant, which is recognized over the related service period, net of actual forfeitures. The service period is the period over which the related service is performed, which is generally the same as the vesting period. On February 19, 2018, the Company granted 147,017 restricted stock units ("RSUs"), each of which entitles the holder to one share of common stock upon vesting, to certain officers and employees at a fair value of $ 111.45 per share. The RSUs vest ratably over three years, with one-third vesting on each anniversary of the grant date, and vesting accelerates upon the occurrence of a change in control. Unvested RSUs will be forfeited if the officer or employee leaves the Company prior to the applicable vesting date, except in limited circumstances. The RSUs have no voting rights but entitle the holder to receive dividend equivalents. In addition, on February 19, 2018, the Company granted 41,868 RSUs, contingent on the achievement of performance conditions including 20,934 RSUs, at a fair value of $115.90 per RSU, related to earnings per share during the performance period and 20,934 RSUs, at a fair value of $1 22.00 per RSU, related to total shareholder return during the performance period. The Company used the Monte Carlo valuation model method to estimate the fair value of the total shareholder return RSUs which incorporated the following assumptions: risk-free interest rate (2.36)%, three-year volatility (19.2)% and three year correlation with S&P 500 Index (0.30). Each of these performance shares has a performance condition under which the number of units ultimately awarded will vary from 0% to 200% of the original grant, with each unit representing the contingent right to receive one share of our common stock. The vesting period for the RSUs contingent on the achievement of performance is three years. For each of the performance awards, the RSUs will be settled in shares of our common stock following vesting of the RSU assuming that the participant has been continuously employed during the vesting period, subject to acceleration in the event of a change in control of the Company or in the event of a participant’s earlier death or disability. Participants have no voting rights with respect to the RSUs until the issuance of the shares of stock. Dividends are accrued by the Company and will be paid once the RSUs contingent on the achievement of performance conditions vest. The Company recognized stock-based compensation expense of $11.0 million and $ 20.9 million for the three months ended March 31, 2018 and 2017. Stock-based compensation expense is included in compensation and benefits and acquisition-related costs in the condensed consolidated statements of income. The activity in the Company’s stock options, restricted stock and restricted stock units for the three months ended March 31, 2018 was as follows: Stock Options Summary stock option activity is presented below: Weighted Weighted Average Average Remaining Aggregate Number of Exercise Contractual Intrinsic Value Shares Price Term (years) (in millions) Outstanding, December 31, 2017 442,042 $ 1.0 $ 17.5 Granted — — — — Exercised (29,882) Outstanding and expected to vest at March 31, 2018 412,160 $ 5.2 $ 36.4 Exercisable at March 31, 2018 371,625 $ 5.0 $ 32.9 Summary of the status of nonvested options is presented below: Weighted Average Grant- Nonvested options Options Date Fair Value January 1, 2018 — Nonvested 81,068 $ 49.17 Granted — — Vested (40,533) 49.17 Forfeited — — March 31, 2018 — Nonvested 40,535 $ 49.17 In the three months ended March 31, 2018, to satisfy employee’s tax obligations and cash exercise payment due upon the election to exercise 29,882 stock options, the Company purchased 6,806 shares at a cost of $0.8 million. As of March 31, 2018, there were $1.3 million in total unrecognized compensation costs related to stock options. These costs are expected to be recognized over a weighted average period of 0.75 years as the stock options vest. Restricted Stock and Restricted Stock Units Summary restricted stock activity is presented below: Weighted Number of average grant shares date fair value Nonvested stock at December 31, 2017 1,068,392 $ 77.19 Granted 188,885 113.11 Vested (340,903) 73.01 Forfeited — — Nonvested stock at March 31, 2018 916,374 $ 86.15 In the three months ended March 31, 2018, to satisfy employees’ tax obligations upon the vesting of restricted stock, the Company purchased 139,794 shares totaling $ 16.5 million as the result of the vesting of 340,903 shares of restricted stock. As of March 31, 2018, there were $ 57.1 million in total unrecognized compensation costs related to restricted stock and restricted stock units. These costs are expected to be recognized over a weighted average period of 2.0 years. |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Mar. 31, 2018 | |
INCOME TAXES | |
INCOME TAXES | 19. INCOME TAXES The Company records income tax expense during interim periods based on the best estimate of the full year’s tax rate as adjusted for discrete items, if any, that are taken into account in the relevant interim period. Each quarter, the Company updates its estimate of the annual effective tax rate and any change in the estimated rate is recorded on a cumulative basis. The effective tax rate from continuing operations was 25.9% and 16.9% for the three months ended March 31, 2018 and 2017, respectively. The significantly lower effective tax rate for the three months ended March 31, 2017, was primarily attributable to a discrete benefit associated with the re-measurement of tax reserves. On December 22, 2017, the U.S. enacted the Tax Cuts and Jobs Act (the “Jobs Act”). The Jobs Act significantly changes U.S. corporate income tax laws by, among other things, reducing the U.S. corporate income tax rate to 21% starting in 2018 and creating a territorial tax system with a one-time mandatory tax on previously deferred foreign earnings of U.S. subsidiaries. The change in the effective tax rate was due to the tax benefit associated with re-measuring net deferred tax liabilities as a result of the Jobs Act. Due to the timing of the enactment and the complexity involved in applying the provisions of the Jobs Act, we made reasonable estimates of the effects and recorded provisional amounts in our financial statements as of December 31, 2017. As we collect and prepare necessary data and interpret the Jobs Act and any additional guidance issued by the U.S. Treasury Department, the Internal Revenue Service, and other standard-setting bodies, we may make adjustments to the provisional amounts. We recorded a $191.3 million net tax benefit in 2017 associated with the impact of the Jobs Act primarily due to the tax benefit associated with re-measuring net deferred tax liabilities. Although the $191.3 million net benefit represented what Cboe continues to believe is a reasonable estimate of the impact of the income tax effects of the Jobs Act on Cboe’s condensed consolidated financial statements as of March 31, 2018, it should be considered provisional. Once Cboe finalizes certain tax positions and files its 2017 U.S. tax return it will be able to conclude whether any further adjustments are required to its net deferred tax liability as well as to the liability associated with the one-time mandatory deemed repatriation tax. Any adjustments to these provisional amounts will be reported as a component of Tax expense (benefit) in the reporting period in which any such adjustments are determined, which will be no later than the fourth quarter of 2018. |
NET INCOME PER COMMON SHARE
NET INCOME PER COMMON SHARE | 3 Months Ended |
Mar. 31, 2018 | |
NET INCOME PER COMMON SHARE | |
NET INCOME PER COMMON SHARE | 20. NET INCOME PER COMMON SHARE The computation of basic net income allocated to common stockholders is calculated by reducing net income for the period by dividends paid or declared and undistributed net income for the period that are allocated to participating securities to arrive at net income allocated to common stockholders. Net income allocated to common stockholders is divided by the weighted average number of common shares outstanding during the period to determine net income per share allocated to common stockholders. The computation of diluted earnings per share is calculated by dividing net income allocated to common stockholders by the sum of the weighted average number of common shares outstanding plus all additional common shares that would have been outstanding if the potentially dilutive common shares had been issued. The dilutive effect is calculated using the more dilutive of the two-class or treasury stock method. Additionally, the change in the redemption value for the noncontrolling interest reduces net income allocated to common stockholders. The following table reconciles net income allocated to common stockholders and the number of shares used to calculate the basic and diluted net income per common share for the three months ended March 31, 2018 and 2017: Three Months Ended March 31, (in millions, except per share amounts) 2018 2017 Basic EPS Numerator: Net Income $ 118.1 $ 15.2 Loss attributable to noncontrolling interest 0.3 0.3 Net Income excluding noncontrolling interest 118.4 15.5 Change in redemption value of noncontrolling interest (0.3) (0.3) Earnings allocated to participating securities (0.8) (0.1) Net Income allocated to common stockholders $ 117.3 $ 15.1 Basic EPS Denominator: Weighted average shares outstanding 112.4 91.9 Basic Net Income Per Common Share $ 1.04 $ 0.16 Diluted EPS Numerator: Net Income $ 118.1 $ 15.2 Loss attributable to noncontrolling interest 0.3 0.3 Net Income excluding noncontrolling interest 118.4 15.5 Change in redemption value of noncontrolling interest (0.3) (0.3) Earnings allocated to participating securities (0.8) (0.1) Net Income allocated to common stockholders $ 117.3 $ 15.1 Diluted EPS Denominator: Weighted average shares outstanding 112.4 91.9 Dilutive common shares issued under stock program 0.3 0.1 Total dilutive weighted average shares 112.7 92.0 Diluted Net Income Per Common Share $ 1.04 $ 0.16 For the periods presented, the Company did not have shares of stock-based compensation that would have an anti-dilutive effect on the computation of diluted net income per common share. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2018 | |
COMMITMENTS AND CONTINGENCIES. | |
COMMITMENTS AND CONTINGENCIES | 21. COMMITMENTS AND CONTINGENCIES Legal Proceedings As of March 31, 2018, the Company was subject to the various legal proceedings and claims discussed below, as well as certain other legal proceedings and claims that have not been fully resolved and that have arisen in the ordinary course of business. The Company reviews its legal proceedings and claims, regulatory reviews and inspections and other legal proceedings on an ongoing basis and follows appropriate accounting guidance when making accrual and disclosure decisions. The Company establishes accruals for those contingencies where the incurrence of a loss is probable and can be reasonably estimated, and the Company discloses the amount accrued and the amount of a reasonably possible loss in excess of the amount accrued, if such disclosure is necessary for our financial statements to not be misleading. The Company does not record liabilities when the likelihood that the liability has been incurred is probable, but the amount cannot be reasonably estimated, or when the liability is believed to be only reasonably possible or remote. The Company’s assessment of whether a loss is reasonably possible or probable is based on its assessment of the ultimate outcome of the matter following all appeals. As of March 31, 2018, the Company does not believe that there is a reasonable possibility that any material loss exceeding the amounts already recognized for these reviews, inspections or other legal proceedings, if any, has been incurred. While the consequences of certain unresolved proceedings are not presently determinable, the outcome of any litigation is inherently uncertain and an adverse outcome from certain matters could have a material effect on our earnings in any given reporting period. However, in the opinion of management, the ultimate liability is not expected to have a material effect on our financial position, liquidity or capital resources. Except as set forth herein, there have been no material changes during the period covered by this Form 10‑Q from the legal proceedings disclosures in our Annual Report on Form 10‑K for the year ended December 31, 2017. City of Providence On April 18, 2014, the City of Providence, Rhode Island filed a securities class action lawsuit in the Southern District of New York against Bats and Direct Edge Holdings LLC, as well as 14 other securities exchanges. The action purports to be brought on behalf of all public investors who purchased and/or sold shares of stock in the United States since April 18, 2009 on a registered public stock exchange (“Exchange Defendants”) or a U.S.-based alternate trading venue and were injured as a result of the alleged misconduct detailed in the complaint, which includes allegations that the Exchange Defendants committed fraud through a variety of business practices associated with, among other things, what is commonly referred to as high frequency trading. On May 2, 2014 and May 20, 2014, American European Insurance Company and Harel Insurance Co., Ltd. each filed substantially similar class action lawsuits against the Exchange Defendants which were ultimately consolidated with the City of Providence, Rhode Island securities class action lawsuit. On June 18, 2015, the Southern District of New York (the “Lower Court”) held oral argument on the pending Motion to Dismiss and thereafter, on August 26, 2015, the Lower Court issued an Opinion and Order granting Exchange Defendants’ Motion to Dismiss, dismissing the complaint in full. Plaintiff filed a Notice of Appeal of the dismissal on September 24, 2015 and its appeal brief on January 7, 2016. Respondent's brief was filed on April 7, 2016 and oral argument was held on August 24, 2016. Following oral argument, the Court of Appeals issued an order requesting that the SEC submit an amicus brief on whether the Lower Court had jurisdiction and whether the Exchange Defendants have immunity in the claims alleged. The SEC filed its amicus brief with the Court of Appeals on November 28, 2016 and Plaintiff and the Exchange Defendants filed their respective supplemental response briefs on December 12, 2016. On December 19, 2017, the Court of Appeals reversed the Lower Court’s dismissal and remanded the case back to the Lower Court. On March 13, 2018, the Court of Appeals denied the Exchange Defendants’ motion for re-hearing. On April 16, 2018, the Lower Court entered a briefing schedule for the Exchange Defendants’ intention to file Motions to Dismiss, where the Exchange Defendants’ opening brief is due by May 18, 2018, Plaintiff’s response is due by June 15, 2018 and the Exchange Defendants’ reply is due by June 29, 2018. Given the preliminary nature of the proceedings, the Company is unable to estimate what, if any, liability may result from this litigation. However, the Company believes that the claims are without merit and intends to litigate the matter vigorously. VIX Litigation On March 20, 2018, a putative class action complaint captioned Tomasulo v. Cboe Exchange, Inc., et al., No. 18-cv-02025 was filed in federal district court for the Northern District of Illinois alleging that the Company intentionally designed its products, operated its platforms, and formulated the method for calculating VIX and the Special Opening Quotation, (i.e., the special VIX value designed by the Company and calculated on the settlement date of VIX derivatives prior to the opening of trading), in a manner that could be collusively manipulated by a group of entities named as John Doe defendants. A number of similar putative class actions, some of which do not name the Company as a party, have been filed in federal court in Illinois and New York on behalf of investors in certain volatility-related products. The cases assert causes of action for alleged violations of the Sherman Act, the Commodity Exchange Act and/or the Securities Exchange Act. Plaintiffs seek damages in an unspecified amount, and relief including treble damages, punitive damages and/or restitution, injunctive and equitable relief, pre and post judgment interest, attorneys’ fees and expenses and such other relief as the court may deem just and proper. Given the preliminary nature of the proceedings, the Company is still evaluating the facts underlying the complaints, however, the Company currently believes that the claims are without merit and intends to litigate the matter vigorously. The Company is unable to estimate what, if any, liability may result from this litigation . Contractual Obligations The Company currently leases office space, data centers and remote network operations centers, with lease terms remaining ranging from three months to one hundred months as of March 31, 2018. Total rent expense related to these lease obligations, reflected in technology support services and facilities costs line items on the condensed consolidated statements of income, for the three months ended March 31, 2018 and 2017 were $1.5 million and $1.7 million, respectively. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2018 | |
Subsequent Events | |
Subsequent Events | 22. SUBSEQUENT EVENTS There have been no subsequent events that would require disclosure in, or adjustment to, the condensed consolidated financial statements as of and for the three months ended March 31, 2018. |
ORGANIZATION AND BASIS OF PRE31
ORGANIZATION AND BASIS OF PRESENTATION (Policies) | 3 Months Ended |
Mar. 31, 2018 | |
ORGANIZATION AND BASIS OF PRESENTATION | |
Basis of Presentation | Basis of Presentation These interim unaudited condensed consolidated financial statements have been prepared in accordance with GAAP for interim financial information and with the instructions to Form 10‑Q and should be read in conjunction with the consolidated financial statements and notes thereto contained in the Company’s Annual Report on Form 10‑K for the year ended December 31, 2017. The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities, valuation of redeemable noncontrolling interest and reported amounts of revenues and expenses. On an ongoing basis, management evaluates its estimates based upon historical experience, observance of trends, information available from outside sources and various other assumptions that management believes to be reasonable under the circumstances. Actual results may differ from these estimates under different conditions or assumptions. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation of financial position, results of operations and cash flows at the dates and for the periods presented have been included. The results of operations for interim periods are not necessarily indicative of the results of operations for the full year. For those consolidated subsidiaries in which the Company’s ownership is less than 100% and for which the Company has control over the assets and liabilities and the management of the entity, the outside stockholders’ interest are shown as noncontrolling interest. |
Segment information | Segment information The Company reports five business segments: Options, U.S. Equities, Futures, European Equities, and Global FX, which is reflective of how the Company’s chief operating decision-maker reviews and operates the business (Note 15). |
Recent Accounting Pronouncements | Recent Accounting Pronouncements - Adopted In the first quarter of 2018, the Company adopted ASU 2017‑09, Compensation - Stock Compensation (Topic 718). The ASU provides additional guidance around which changes to a share-based payment award require an entity to apply modification accounting. The Company’s application of the pronouncement, on a prospective basis, did not result in a material impact to the consolidated financial statements. In the first quarter of 2018, the Company adopted ASU 2017‑07, Compensation - Retirement Benefits (Topic 715) . This ASU requires an employer to report the service cost component in the same line item or items as other compensation costs arising from services rendered by the pertinent employees during the period. The other components are required to be presented in the income statement separately from the service cost component and outside a subtotal of income from operations. The Company applied the full retrospective application of the pronouncement, which did not result in a material impact to the consolidated financial statements. In the first quarter of 2018, the Company adopted ASU 2016‑15, Statement of Cash Flows (Topic 230) — Classification of Certain Cash Receipts and Cash Payments (a consensus of the FASB Emerging Issues Task Force). ASU No. 2016‑15 addresses eight specific cash flow issues in an effort to reduce diversity in practice: (1) debt prepayment or debt extinguishment costs; (2) settlement of zero-coupon bonds; (3) contingent consideration payments made after a business combination; (4) proceeds from the settlement of insurance claims; (5) proceeds from the settlement of corporate-owned life insurance policies, including bank-owned life insurance policies; (6) distributions received from equity method investees; (7) beneficial interests in securitization transactions; and (8) separately identifiable cash flows and application of the predominance principle. The Company’s application of the pronouncement did not result in a material impact to the consolidated financial statements. In the first quarter of 2018, the Company adopted ASU 2017‑01, Business Combinations (Topic 805) - Clarifying the Definition of a Business. ASU No. 2017‑01 clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. There are three elements of a business: inputs, processes, and outputs. While an integrated set of assets and activities (collectively, a “set”) that is a business usually has outputs, outputs are not required to be present. Additionally, all of the inputs and processes that a seller uses in operating a set are not required if market participants can acquire the set and continue to produce outputs. ASU No. 2017‑01 provides a screen to determine when a set is not a business. The screen requires that when substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or a group of similar identifiable assets, the set is not a business. This screen reduces the number of transactions that need to be further evaluated. If, however, the screen is not met, then the amendments in this ASU (1) require that to be considered a business, a set must include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create output and (2) remove the evaluation of whether a market participant could replace missing elements. Finally, the amendments in this ASU narrow the definition of the term “output” so that it is consistent with the manner in which outputs are described in Topic 606 - Revenue from Contracts with Customers . The Company will apply the pronouncement, on a prospective basis, for any business combination. In the first quarter of 2018, the Company adopted ASU 2016-01, Financial Instruments – Overall (Subtopic 825-10) – Recognition and Measurement of Financial Assets and Financial Liabilities. ASU No. 2016-01 addresses certain aspects of recognition, measurement, presentation, and disclosure of financial instruments. The changes primarily relate to equity investments, financial liabilities measured using the fair value option, and updated disclosure requirements. The Company applied the full retrospective application of the pronouncement, which did not result in a material impact to the consolidated financial statements. In the first quarter of 2018, the Company adopted ASU 2018-02, Income Statement - Reporti ng Comprehensive Income (Topic 220) - Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income . This update addresses the reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act (“Jobs Act”). The guidance eliminates the stranded tax effects resulting from the Jobs Act as well as improves the usefulness of information reported to financial statement users by requiring certain disclosures about stranded tax effects. As the amendment only relates to reclassification of the income tax effects of the Jobs Act, the underlying guidance that requires that the effect of a change in tax laws or rates be included in income from continuing operations is not affected. The Company’s application of the pronouncement did not result in a material impact to the condensed consolidated financial statements. Recent Accounting Pronouncements - Issued, not yet Adopted In January 2017, the FASB issued ASU 2017‑04, Intangibles-Goodwill and Other (Topic 350) - Simplifying the Test for Goodwill Impairment. This ASU simplifies the manner in which an entity is required to test goodwill for impairment by eliminating Step 2 from the goodwill impairment test. Step 2 measures a goodwill impairment loss by comparing the implied fair value of a reporting unit’s goodwill with the carrying amount of that goodwill. In computing the implied fair value of goodwill under Step 2, an entity, prior to the amendments in ASU No. 2017‑04, had to perform procedures to determine the fair value at the impairment testing date of its assets and liabilities, including unrecognized assets and liabilities, in accordance with the procedure that would be required in determining the fair value of assets acquired and liabilities assumed in a business combination. However, under this ASU, an entity should (1) perform its annual or interim goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount, and (2) recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value, with the understanding that the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. Additionally, ASU No. 2017‑04 removes the requirements for any reporting unit with a zero or negative carrying amount to perform a qualitative assessment and, if it fails such qualitative test, to perform Step 2 of the goodwill impairment test. For public entities, the update is effective for annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company is in the process of evaluating this guidance and assessing the impact the ASU could have on the consolidated financial statements. In February 2016, the FASB issued ASU 2016‑02, Leases . This update requires a lessee to recognize on the balance sheet a liability to make lease payments and a corresponding right-of-use asset. The guidance also requires certain qualitative and quantitative disclosures about the amount, timing and uncertainty of cash flows arising from leases. This update is effective for annual and interim periods beginning after December 15, 2018. Early adoption is permitted. The Company is in the process of evaluating this guidance and assessing the impact the ASU could have on the consolidated financial statements. |
REVENUE RECOGNITION (Tables)
REVENUE RECOGNITION (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
REVENUE RECOGNITION | |
Schedule of disaggregation of revenue | All revenue recognized in the income statement is considered to be revenue from contracts with customers. The following table depicts the disaggregation of revenue according to product line and segment (in millions): Corporate European items and Options U.S. Equities Futures Equities Global FX eliminations Total Three Months Ended March 31, 2018 Transaction fees $ 235.8 $ 233.8 $ 38.8 $ 25.7 $ 13.0 $ — $ 547.1 Access fees 13.5 11.7 0.3 2.2 0.9 — 28.6 Exchange services and other fees 10.1 6.4 3.4 1.5 0.6 — 22.0 Market data fees 10.8 38.5 1.4 3.4 0.1 — 54.2 Regulatory fees 17.8 98.5 — — — — 116.3 Other revenue 6.1 1.6 — 1.6 — 0.2 9.5 $ 294.1 $ 390.5 $ 43.9 $ 34.4 $ 14.6 $ 0.2 $ 777.7 Timing of revenue recognition Services transferred at a point in time $ 259.7 $ 333.9 $ 38.8 $ 27.3 $ 13.0 $ 0.2 $ 672.9 Services transferred over time 34.4 56.6 5.1 7.1 1.6 — 104.8 $ 294.1 $ 390.5 $ 43.9 $ 34.4 $ 14.6 $ 0.2 $ 777.7 Three Months Ended March 31, 2017 Transaction fees $ 140.2 $ 76.7 $ 28.7 $ 7.2 $ 3.6 $ — $ 256.4 Access fees 12.3 4.2 0.5 0.6 0.2 — 17.8 Exchange services and other fees 12.9 2.0 — 0.4 0.1 — 15.4 Market data fees 10.4 11.1 — 0.9 0.1 — 22.5 Regulatory fees 12.7 25.6 — — — — 38.3 Other revenue 4.2 0.6 0.7 0.2 — 0.1 5.8 $ 192.7 $ 120.2 $ 29.9 $ 9.3 $ 4.0 $ 0.1 $ 356.2 |
Schedule of revenue recognized from contract liabilities and the remaining balance | The revenue recognized from contract liabilities and the remaining balance is shown below (in millions): Balance at January 1, 2018 Cash Revenue Balance at March 31, 2018 Liquidity provider sliding scale (1) $ 4.8 $ 4.8 $ (2.4) $ 7.2 Other, net 10.6 4.8 (3.0) 12.4 Total deferred revenue $ 15.4 $ 9.6 $ (5.4) $ 19.6 (1) Liquidity providers are eligible to participate in the sliding scale program, which involves prepayment of transaction fees, and to receive reduced fees based on the achievement of certain volume thresholds within a calendar month. These transaction fees are amortized and recorded ratably as the transactions occur over the period. |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Acquisitions | |
Schedule of pro forma information | The amounts of revenue, operating income and net income of Bats are included in the Company’s condensed consolidated statements of income from the acquisition date to the three months ended March 31, 2018 and 2017 and are as follows (in millions): Three Months Ended March 31, Three Months Ended March 31, 2018 2017 Revenue $ 526.5 $ 159.8 Revenue less cost of revenues 131.2 39.2 Operating income (loss) 54.0 (2.0) Net income (loss) 51.2 (0.7) The financial information in the table below summarizes the combined results of operations of the Company and Bats, on a pro forma basis, as though the companies had been combined as of January 1, 2017. The pro forma financial information is presented for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had taken place at the beginning of the period presented. Such pro forma financial information is based on the historical financial statements of the Company and Bats. This pro forma financial information is based on estimates and assumptions that have been made solely for purposes of developing such pro forma information, including, without limitation, preliminary purchase accounting adjustments. The pro forma financial information does not reflect any synergies or operating cost reductions that may be achieved from the combined operations. The pro forma financial information combines the historical results for the Company and Bats for the three months ended March 31, 2017 in the following table (in millions, except per share amounts): Three Months Ended March 31, 2017 Revenue $ 629.1 Revenue less cost of revenues 265.2 Operating income 106.9 Net income 73.0 Earnings per share: Basic $ 0.65 Diluted 0.65 |
Bats Global Markets, Inc. | |
Acquisitions | |
Schedule of acquisition-date fair value of consideration transferred | The acquisition-date fair value of the consideration transferred totaled $4.0 billion, which consisted of the following (in millions): Cash consideration for Bats outstanding common stock $ 955.5 Common stock issued 2,387.3 Equity awards issued 37.4 3,380.2 Debt extinguished 580.0 Total consideration $ 3,960.2 |
Schedule of estimated fair values of the assets acquired and liabilities assumed | The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the acquisition date (in millions): Cash and cash equivalents $ 130.1 Accounts receivable 117.8 Financial investments 66.0 Property and equipment 21.8 Other assets 32.8 Goodwill 2,653.3 Intangibles 2,000.0 Accounts payable (33.7) Accrued expenses (26.2) Section 31 fees (143.6) Income tax payable (52.9) Deferred tax liability (722.6) Other liabilities (82.6) $ 3,960.2 |
Schedule of finite-lived and indefinite-lived intangible assets acquired | U.S. European Options Equities Equities Global FX Useful life Trading registrations and licenses $ 95.5 $ 572.7 $ 171.8 $ — indefinite Customer relationships 37.1 222.9 160.0 140.0 20 years Market data customer relationships 53.6 322.0 60.0 64.4 15 years Technology 22.5 22.5 22.5 22.5 7 years Trademarks and tradenames 1.0 6.0 1.8 1.2 2 years Goodwill 226.4 1,738.1 419.3 267.2 $ 436.1 $ 2,884.2 $ 835.4 $ 495.3 |
SEVERANCE (Tables)
SEVERANCE (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
SEVERANCE | |
Summary of employee termination benefits recognized | The following is a summary of the employee termination benefits recognized within acquisition costs in the Corporate Items and Eliminations unit in the condensed consolidated statements of income (in millions): Employee Termination Benefits Balance at December 31, 2017 $ 4.8 Termination benefits accrued 4.6 Termination payments made (7.2) Balance at March 31, 2018 $ 2.2 |
INVESTMENTS (Tables)
INVESTMENTS (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
INVESTMENTS | |
Schedule of Cost Method Investments | As of March 31, 2018 and December 31, 2017, the Company’s investments were comprised of the following (in millions): March 31, December 31, 2018 2017 Equity Method: Investment in Signal Trading Systems, LLC $ 13.3 $ 12.5 Investment in EuroCCP 10.0 9.6 Total equity method investments 23.3 22.1 Other Equity Investments: Investment in OCC 30.3 30.3 Investment in Eris Exchange Holdings, LLC 20.0 20.0 Investment in American Financial Exchange, LLC 5.9 5.9 Other 5.5 4.4 Total other equity investments 61.7 60.6 Total investments $ 85.0 $ 82.7 |
FINANCIAL INVESTMENTS (Tables)
FINANCIAL INVESTMENTS (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
INVESTMENTS | |
Schedule of Financial Investments | The Company’s financial investments with original or acquired maturities longer than three months, but that mature in less than one year from the condensed consolidated balance sheet date and any money market funds that are considered cash and cash equivalents are classified as current assets and are summarized as follows (in millions): March 31, 2018 Cost basis Unrealized gains Unrealized losses Fair value U.S. Treasury securities $ 64.0 $ — $ — $ 64.0 Money market funds 2.5 — — 2.5 Total financial investments $ 66.5 $ — $ — $ 66.5 December 31, 2017 Cost basis Unrealized gains Unrealized losses Fair value U.S. Treasury securities $ 47.3 $ — $ — $ 47.3 Money market funds 2.5 — — 2.5 Total financial investments $ 49.8 $ — $ — $ 49.8 |
PROPERTY AND EQUIPMENT, NET (Ta
PROPERTY AND EQUIPMENT, NET (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
PROPERTY AND EQUIPMENT, NET | |
Schedule of Property and Equipment, Net | Property and equipment, net consisted of the following as of March 31, 2018 and December 31, 2017 (in millions): March 31, December 31, 2018 2017 Construction in progress $ 6.1 $ 5.9 Building 78.0 77.4 Furniture and Equipment 145.7 139.7 Total property and equipment 229.8 223.0 Less accumulated depreciation (155.6) (149.1) Property and equipment, net $ 74.2 $ 73.9 |
OTHER ASSETS, NET (Tables)
OTHER ASSETS, NET (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
OTHER ASSETS, NET | |
Schedule of Other Assets, Net | Other assets, net consisted of the following as of March 31, 2018 and December 31, 2017 (in millions): March 31, December 31, 2018 2017 Software development work in progress $ 8.9 $ 10.2 Data processing software 222.2 220.0 Less accumulated depreciation and amortization (195.2) (189.6) Data processing software, net 35.9 40.6 Other assets (1) 21.0 18.9 Other assets, net $ 56.9 $ 59.5 (1) At December 31, 2017 and March 31, 2018, the majority of the balance included long-term prepaid assets and notes receivable. |
GOODWILL AND INTANGIBLE ASSET39
GOODWILL AND INTANGIBLE ASSETS, NET (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
GOODWILL AND INTANGIBLE ASSETS, NET | |
Schedule of goodwill details by segment | The following table presents the details of goodwill by segment (in millions): U.S. European Corporate Options Equities Equities Global FX and Other Total Balance as of December 31, 2017 $ $ 1,740.4 $ 441.6 $ 267.2 $ 18.8 $ Additions — — — — — — Dispositions — — — — — — Changes in foreign currency exchange rates — — 10.8 — — 10.8 Balance as of March 31, 2018 $ $ 1,740.4 $ 452.4 $ 267.2 $ 18.8 $ |
Schedule of details of intangible assets | The following table presents the details of the intangible assets (in millions): U.S. European Corporate Options Equities Equities Global FX and Other Total Balance as of December 31, 2017 $ $ 1,071.8 $ 427.0 $ 199.6 $ 5.5 $ 1,902.6 Additions — — — — — — Dispositions — — — — — — Amortization (4.4) (21.5) (7.5) (8.4) (0.3) (42.1) Changes in foreign currency exchange rates — — 16.2 — — 16.2 Balance as of March 31, 2018 $ $ 1,050.3 $ 435.7 $ 191.2 $ 5.2 $ 1,876.7 |
Schedule of categories of intangible assets | The following tables present the categories of intangible assets as of March 31, 2018 and December 31, 2017 (in millions): Weighted March 31, 2018 Average U.S. European Corporate Amortization Options Equities Equities Global FX and Other Period (in years) Trading registrations and licenses $ 95.5 $ 572.7 $ 193.6 $ — $ — Indefinite Customer relationships 38.8 222.9 180.3 140.0 3.0 19 Market data customer relationships 53.6 322.0 67.6 64.4 — 14 Technology 24.6 22.5 25.4 22.5 4.0 6 Trademarks and tradenames 1.7 6.0 2.0 1.2 1.0 2 Other 0.2 — — — — 2 Accumulated amortization (20.1) (95.8) (33.2) (36.9) (2.8) $ 194.3 $ 1,050.3 $ 435.7 $ 191.2 $ 5.2 Weighted December 31, 2017 Average U.S. European Corporate Amortization Options Equities Equities Global FX and Other Period (in years) Trading registrations and licenses $ 95.5 $ 572.7 $ 186.5 $ — $ — Indefinite Customer relationships 38.8 222.9 173.7 140.0 3.0 19 Market data customer relationships 53.6 322.0 65.1 64.4 — 14 Technology 24.6 22.5 24.4 22.5 4.0 6 Trademarks and tradenames 1.7 6.0 2.0 1.2 1.0 2 Other 0.2 — — — — 2 Accumulated amortization (15.7) (74.3) (24.7) (28.5) (2.5) $ 198.7 $ 1,071.8 $ 427.0 $ 199.6 $ 5.5 |
ACCOUNTS PAYABLE AND ACCRUED 40
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | |
Schedule of Accounts Payable and Accrued Liabilities | Accounts payable and accrued liabilities consisted of the following as of March 31, 2018 and December 31, 2017 (in millions): March 31, 2018 December 31, 2017 Compensation and benefit-related liabilities $ 17.8 $ 18.0 Termination benefits 2.2 4.8 Royalties 24.7 20.3 Accrued liabilities 39.8 59.1 Marketing fee payable 10.8 8.4 Accounts payable 48.7 43.2 Total accounts payable and accrued liabilities $ 144.0 $ 153.8 |
DEBT (Tables)
DEBT (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
DEBT | |
Schedule of long-term debt | The Company’s long-term debt consisted of the following as of March 31, 2018 and December 31, 2017 (in millions): March 31, 2018 December 31, 2017 Term Loan Agreement $ 270.1 $ — Prior Term Loan Agreement — 294.9 3.650% Senior Notes 644.0 643.8 1.950% Senior Notes 299.3 299.2 Revolving Credit Agreement — — Total long-term debt $ 1,213.4 $ 1,237.9 |
Schedule of maturities of long-term debt | The future expected loan repayments related to the Term Loan Agreement and the Notes as of March 31, 2018 is as follows (in millions): 2018 $ — 2019 300.0 2020 — 2021 275.0 2022 — Thereafter 650.0 Principal amounts repayable 1,225.0 Debt issuance cost (6.3) Unamortized discounts on notes (5.3) Total debt outstanding $ 1,213.4 |
Schedule of interest expense | Interest expense recognized on the Term Loan Agreement and the Notes is included in interest expense, net in the condensed consolidated statements of income, for the three months ended March 31, 2018 and 2017 is as follows (in millions): Three Months Ended March 31, 2018 2017 Components of interest expense: Contractual interest $ 9.4 $ 7.6 Amortization of debt discount 0.2 — Amortization of debt issuance cost 0.4 0.9 Interest expense 10.0 8.5 Interest income (0.4) (0.6) Interest expense, net $ 9.6 $ 7.9 |
ACCUMULATED OTHER COMPREHENSI42
ACCUMULATED OTHER COMPREHENSIVE INCOME, NET) (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
ACCUMULATED OTHER COMPREHENSIVE INCOME, NET | |
Schedule of Accumulated Other Comprehensive Income, Net | The following represents the changes in accumulated other comprehensive income by component (in millions): Foreign Currency Unrealized Accumulated Other Translation Investment Post-Retirement Comprehensive Adjustment Gain/Loss Benefits Income Balance at December 31, 2017 $ 51.3 $ 0.2 $ (0.8) $ 50.7 Other comprehensive income (loss) 24.9 (0.1) — 24.8 Tax effect on other comprehensive income (loss) — — — — Balance at March 31, 2018 $ 76.2 $ 0.1 $ (0.8) $ 75.5 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
FAIR VALUE MEASUREMENTS | |
Schedule of fair value hierarchy for assets measured at fair value on a recurring basis | The following tables present the Company’s fair value hierarchy for those assets measured at fair value on a recurring basis as of March 31, 2018 and December 31, 2017 (in millions): March 31, 2018 Total Level 1 Level 2 Level 3 Assets: U.S. Treasury securities $ 64.0 $ 64.0 $ — $ — Money market funds 2.5 2.5 — — Total assets $ 66.5 $ 66.5 $ — $ — Liabilities: Contingent consideration liabilities $ 57.9 $ — $ — $ 57.9 Total Liabilities $ 57.9 $ — $ — $ 57.9 December 31, 2017 Total Level 1 Level 2 Level 3 Assets: U.S. Treasury securities $ 47.3 $ 47.3 $ — $ — Money market funds 2.5 2.5 — — Total assets $ 49.8 $ 49.8 $ — $ — Liabilities: Contingent consideration liabilities $ 56.6 $ — $ — $ 56.6 Total Liabilities $ 56.6 $ — $ — $ 56.6 |
Schedule of fair value hierarchy of financial instruments held | The following table presents the Company’s fair value hierarchy for those financial instruments held by the Company as of March 31, 2018 and December 31, 2017 (in millions): March 31, 2018 Total Level 1 Level 2 Level 3 Assets: Cash and cash equivalents $ 166.3 $ 166.3 $ — $ — Financial investments 64.0 64.0 — — Accounts receivable 268.4 268.4 — — Total assets $ 498.7 $ 498.7 $ — $ — Liabilities: Accounts payable $ 48.7 $ — $ 48.7 $ — Section 31 fees payable 109.9 — 109.9 — Contingent consideration liabilities 57.9 — — 57.9 Long-term debt 1,213.4 — 1,213.4 — Total liabilities $ 1,429.9 $ — $ 1,372.0 $ 57.9 December 31, 2017 Total Level 1 Level 2 Level 3 Assets: Cash and cash equivalents $ 143.5 $ 143.5 $ — $ — Financial investments 47.3 47.3 — — Accounts receivable 217.3 217.3 — — Income tax receivable 17.2 17.2 — — Total assets $ 425.3 $ 425.3 $ — $ — Liabilities: Accounts payable $ 43.2 $ — $ 43.2 $ — Section 31 fees payable 105.6 — 105.6 — Contingent consideration liabilities 56.6 — — 56.6 Long-term debt 1,237.9 — 1,237.9 — Total liabilities $ 1,443.3 $ — $ 1,386.7 $ 56.6 |
Summary of changes in the fair value of level 3 financial liabilities | The following table sets forth a summary of changes in the fair value of the Company’s Level 3 financial liabilities during the three months ended March 31, 2018. Level 3 Financial Liabilities for the Three Months Ended March 31, 2018 Balance at Realized (gains) Beginning of losses during Balance at Period period Additions Settlements End of Period Liabilities Contingent consideration liabilities $ 56.6 $ 1.3 $ — $ — $ 57.9 Total Liabilities $ 56.6 $ 1.3 $ — $ — $ 57.9 |
REDEEMABLE NONCONTROLLING INT44
REDEEMABLE NONCONTROLLING INTEREST (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
REDEEMABLE NONCONTROLLING INTEREST | |
Schedule of Redeemable Noncontrolling Interest | For the three months ended March 31, 2018, the following reflects changes in our redeemable noncontrolling interest (in millions): Redeemable Balance as of December 31, 2017 $ 9.4 Net loss attributable to redeemable noncontrolling interest (0.3) Redemption value adjustment of redeemable noncontrolling interest 0.3 Balance as of March 31, 2018 $ 9.4 |
SEGMENT REPORTING (Tables)
SEGMENT REPORTING (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
SEGMENT REPORTING | |
Summarized Financial Information by Reportable Segment | Summarized financial data of reportable segments was as follows (in millions): Corporate European items and Options U.S. Equities Futures Equities Global FX eliminations Total Three months ended March 31, 2018 Revenues $ 294.1 $ 390.5 $ 43.9 $ 34.4 $ 14.6 $ 0.2 $ 777.7 Operating income (loss) 113.6 33.8 26.2 6.2 (3.0) (9.1) 167.7 Three months ended March 31, 2017 Revenues $ 192.7 $ 120.2 $ 29.9 $ 9.3 $ 4.0 $ 0.1 $ 356.2 Operating income (loss) 65.0 12.2 25.9 1.6 (1.2) (77.4) 26.1 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
STOCK-BASED COMPENSATION | |
Summary of stock option activity | Weighted Weighted Average Average Remaining Aggregate Number of Exercise Contractual Intrinsic Value Shares Price Term (years) (in millions) Outstanding, December 31, 2017 442,042 $ 1.0 $ 17.5 Granted — — — — Exercised (29,882) Outstanding and expected to vest at March 31, 2018 412,160 $ 5.2 $ 36.4 Exercisable at March 31, 2018 371,625 $ 5.0 $ 32.9 |
Summary of nonvested options | Weighted Average Grant- Nonvested options Options Date Fair Value January 1, 2018 — Nonvested 81,068 $ 49.17 Granted — — Vested (40,533) 49.17 Forfeited — — March 31, 2018 — Nonvested 40,535 $ 49.17 |
Summary of restricted stock activity | Weighted Number of average grant shares date fair value Nonvested stock at December 31, 2017 1,068,392 $ 77.19 Granted 188,885 113.11 Vested (340,903) 73.01 Forfeited — — Nonvested stock at March 31, 2018 916,374 $ 86.15 |
NET INCOME PER COMMON SHARE (Ta
NET INCOME PER COMMON SHARE (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
NET INCOME PER COMMON SHARE | |
Reconciliation of basic and diluted net income per common share | Three Months Ended March 31, (in millions, except per share amounts) 2018 2017 Basic EPS Numerator: Net Income $ 118.1 $ 15.2 Loss attributable to noncontrolling interest 0.3 0.3 Net Income excluding noncontrolling interest 118.4 15.5 Change in redemption value of noncontrolling interest (0.3) (0.3) Earnings allocated to participating securities (0.8) (0.1) Net Income allocated to common stockholders $ 117.3 $ 15.1 Basic EPS Denominator: Weighted average shares outstanding 112.4 91.9 Basic Net Income Per Common Share $ 1.04 $ 0.16 Diluted EPS Numerator: Net Income $ 118.1 $ 15.2 Loss attributable to noncontrolling interest 0.3 0.3 Net Income excluding noncontrolling interest 118.4 15.5 Change in redemption value of noncontrolling interest (0.3) (0.3) Earnings allocated to participating securities (0.8) (0.1) Net Income allocated to common stockholders $ 117.3 $ 15.1 Diluted EPS Denominator: Weighted average shares outstanding 112.4 91.9 Dilutive common shares issued under stock program 0.3 0.1 Total dilutive weighted average shares 112.7 92.0 Diluted Net Income Per Common Share $ 1.04 $ 0.16 |
ORGANIZATION AND BASIS OF PRE48
ORGANIZATION AND BASIS OF PRESENTATION - Segment information (Details) | 3 Months Ended |
Mar. 31, 2018segment | |
ORGANIZATION AND BASIS OF PRESENTATION | |
Number of reportable segments | 5 |
REVENUE RECOGNITION - Schedule
REVENUE RECOGNITION - Schedule of revenue by product line and Segment (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Segment Reporting Information | ||
Revenues | $ 777.7 | $ 356.2 |
Services transferred at a point in time | ||
Segment Reporting Information | ||
Revenues | 672.9 | |
Services transferred over time | ||
Segment Reporting Information | ||
Revenues | 104.8 | |
Corporate Items and Eliminations | ||
Segment Reporting Information | ||
Revenues | 0.2 | 0.1 |
Corporate Items and Eliminations | Services transferred at a point in time | ||
Segment Reporting Information | ||
Revenues | 0.2 | |
Options | Operating Segments | ||
Segment Reporting Information | ||
Revenues | 294.1 | 192.7 |
Options | Operating Segments | Services transferred at a point in time | ||
Segment Reporting Information | ||
Revenues | 259.7 | |
Options | Operating Segments | Services transferred over time | ||
Segment Reporting Information | ||
Revenues | 34.4 | |
U.S. Equities | Operating Segments | ||
Segment Reporting Information | ||
Revenues | 390.5 | 120.2 |
U.S. Equities | Operating Segments | Services transferred at a point in time | ||
Segment Reporting Information | ||
Revenues | 333.9 | |
U.S. Equities | Operating Segments | Services transferred over time | ||
Segment Reporting Information | ||
Revenues | 56.6 | |
Futures | Operating Segments | ||
Segment Reporting Information | ||
Revenues | 43.9 | 29.9 |
Futures | Operating Segments | Services transferred at a point in time | ||
Segment Reporting Information | ||
Revenues | 38.8 | |
Futures | Operating Segments | Services transferred over time | ||
Segment Reporting Information | ||
Revenues | 5.1 | |
European Equities | Operating Segments | ||
Segment Reporting Information | ||
Revenues | 34.4 | 9.3 |
European Equities | Operating Segments | Services transferred at a point in time | ||
Segment Reporting Information | ||
Revenues | 27.3 | |
European Equities | Operating Segments | Services transferred over time | ||
Segment Reporting Information | ||
Revenues | 7.1 | |
Global FX | Operating Segments | ||
Segment Reporting Information | ||
Revenues | 14.6 | 4 |
Global FX | Operating Segments | Services transferred at a point in time | ||
Segment Reporting Information | ||
Revenues | 13 | |
Global FX | Operating Segments | Services transferred over time | ||
Segment Reporting Information | ||
Revenues | 1.6 | |
Transaction fees | ||
Segment Reporting Information | ||
Revenues | 547.1 | 256.4 |
Transaction fees | Options | Operating Segments | ||
Segment Reporting Information | ||
Revenues | 235.8 | 140.2 |
Transaction fees | U.S. Equities | Operating Segments | ||
Segment Reporting Information | ||
Revenues | 233.8 | 76.7 |
Transaction fees | Futures | Operating Segments | ||
Segment Reporting Information | ||
Revenues | 38.8 | 28.7 |
Transaction fees | European Equities | Operating Segments | ||
Segment Reporting Information | ||
Revenues | 25.7 | 7.2 |
Transaction fees | Global FX | Operating Segments | ||
Segment Reporting Information | ||
Revenues | 13 | 3.6 |
Access fees | ||
Segment Reporting Information | ||
Revenues | 28.6 | 17.8 |
Access fees | Options | Operating Segments | ||
Segment Reporting Information | ||
Revenues | 13.5 | 12.3 |
Access fees | U.S. Equities | Operating Segments | ||
Segment Reporting Information | ||
Revenues | 11.7 | 4.2 |
Access fees | Futures | Operating Segments | ||
Segment Reporting Information | ||
Revenues | 0.3 | 0.5 |
Access fees | European Equities | Operating Segments | ||
Segment Reporting Information | ||
Revenues | 2.2 | 0.6 |
Access fees | Global FX | Operating Segments | ||
Segment Reporting Information | ||
Revenues | 0.9 | 0.2 |
Exchange services and other fees | ||
Segment Reporting Information | ||
Revenues | 22 | 15.4 |
Exchange services and other fees | Options | Operating Segments | ||
Segment Reporting Information | ||
Revenues | 10.1 | 12.9 |
Exchange services and other fees | U.S. Equities | Operating Segments | ||
Segment Reporting Information | ||
Revenues | 6.4 | 2 |
Exchange services and other fees | Futures | Operating Segments | ||
Segment Reporting Information | ||
Revenues | 3.4 | |
Exchange services and other fees | European Equities | Operating Segments | ||
Segment Reporting Information | ||
Revenues | 1.5 | 0.4 |
Exchange services and other fees | Global FX | Operating Segments | ||
Segment Reporting Information | ||
Revenues | 0.6 | 0.1 |
Market data fees | ||
Segment Reporting Information | ||
Revenues | 54.2 | 22.5 |
Market data fees | Options | Operating Segments | ||
Segment Reporting Information | ||
Revenues | 10.8 | 10.4 |
Market data fees | U.S. Equities | Operating Segments | ||
Segment Reporting Information | ||
Revenues | 38.5 | 11.1 |
Market data fees | Futures | Operating Segments | ||
Segment Reporting Information | ||
Revenues | 1.4 | |
Market data fees | European Equities | Operating Segments | ||
Segment Reporting Information | ||
Revenues | 3.4 | 0.9 |
Market data fees | Global FX | Operating Segments | ||
Segment Reporting Information | ||
Revenues | 0.1 | 0.1 |
Regulatory fees | ||
Segment Reporting Information | ||
Revenues | 116.3 | 38.3 |
Regulatory fees | Options | Operating Segments | ||
Segment Reporting Information | ||
Revenues | 17.8 | 12.7 |
Regulatory fees | U.S. Equities | Operating Segments | ||
Segment Reporting Information | ||
Revenues | 98.5 | 25.6 |
Other revenue | ||
Segment Reporting Information | ||
Revenues | 9.5 | 5.8 |
Other revenue | Corporate Items and Eliminations | ||
Segment Reporting Information | ||
Revenues | 0.2 | 0.1 |
Other revenue | Options | Operating Segments | ||
Segment Reporting Information | ||
Revenues | 6.1 | 4.2 |
Other revenue | U.S. Equities | Operating Segments | ||
Segment Reporting Information | ||
Revenues | 1.6 | 0.6 |
Other revenue | Futures | Operating Segments | ||
Segment Reporting Information | ||
Revenues | 0.7 | |
Other revenue | European Equities | Operating Segments | ||
Segment Reporting Information | ||
Revenues | $ 1.6 | $ 0.2 |
REVENUE RECOGNITION - Rollforwa
REVENUE RECOGNITION - Rollforward of contract liabilities (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2018USD ($) | |
Change in Contract with Customer, Asset and Liability [Abstract] | |
Beginning balance | $ 15.4 |
Cash Additions | 9.6 |
Revenue Recognition | (5.4) |
Ending balance | 19.6 |
Liquidity provider sliding scale | |
Change in Contract with Customer, Asset and Liability [Abstract] | |
Beginning balance | 4.8 |
Cash Additions | 4.8 |
Revenue Recognition | (2.4) |
Ending balance | 7.2 |
Other, net | |
Change in Contract with Customer, Asset and Liability [Abstract] | |
Beginning balance | 10.6 |
Cash Additions | 4.8 |
Revenue Recognition | (3) |
Ending balance | $ 12.4 |
ACQUISITIONS (Details)
ACQUISITIONS (Details) - USD ($) $ / shares in Units, $ in Millions | Feb. 28, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 |
Acquisitions | ||||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | ||
Acquisition-related costs | $ 8.8 | $ 65.2 | ||
Compensation and benefits | 58.9 | 47.8 | ||
Stock-based compensation expense | 11 | 20.9 | ||
Professional fees and outside services | 18 | 14.4 | ||
Facilities costs | 2.4 | 2.1 | ||
Bats Global Markets, Inc. | ||||
Acquisitions | ||||
Consideration transferred | $ 3,960.2 | |||
Intangibles | 2,000 | |||
Fair value of accounts receivable acquired | 117.8 | |||
Gross value of accounts receivable acquired | 118 | |||
Allowance for doubtful accounts | 0.2 | |||
Acquisition-related costs | 8.8 | 65.2 | ||
Compensation and benefits | 5.4 | 30.2 | ||
Stock-based compensation expense | $ 2.7 | |||
Professional fees and outside services | 19.3 | |||
Impairment of capitalized data processing software | 14.8 | |||
Facilities costs | 0.9 | |||
Bats Global Markets, Inc. | Operating Segments | Futures | ||||
Acquisitions | ||||
Goodwill | 0 | |||
Intangibles | $ 0 | |||
Acquisition-related costs | Bats Global Markets, Inc. | ||||
Acquisitions | ||||
Acquisition-related costs | $ 107.8 |
ACQUISITIONS - Acquisition date
ACQUISITIONS - Acquisition date fair value of consideration transferred (Details) - USD ($) $ in Millions | Feb. 28, 2017 | Mar. 31, 2018 | Mar. 31, 2017 |
Acquisitions | |||
Cash consideration for Bats outstanding common stock | $ (0.2) | $ 1,405.4 | |
Bats Global Markets, Inc. | |||
Acquisitions | |||
Cash consideration for Bats outstanding common stock | $ 955.5 | ||
Common stock issued | 2,387.3 | ||
Equity awards issued | 37.4 | ||
Total consideration paid, excluding debt extinguished | 3,380.2 | ||
Debt extinguished | 580 | ||
Total consideration | $ 3,960.2 |
ACQUISITIONS - Fair values of a
ACQUISITIONS - Fair values of assets acquired and liabilities assumed (Details) - USD ($) $ in Millions | Mar. 31, 2018 | Dec. 31, 2017 | Feb. 28, 2017 |
Acquisitions | |||
Goodwill | $ 2,718.2 | $ 2,707.4 | |
Bats Global Markets, Inc. | |||
Acquisitions | |||
Cash and cash equivalents | $ 130.1 | ||
Accounts receivable | 117.8 | ||
Financial investments | 66 | ||
Property and equipment | 21.8 | ||
Other assets | 32.8 | ||
Goodwill | 2,653.3 | ||
Intangibles | 2,000 | ||
Accounts payable | (33.7) | ||
Accrued expenses | (26.2) | ||
Section 31 fees payable | (143.6) | ||
Income tax payable | (52.9) | ||
Deferred tax liability | (722.6) | ||
Other liabilities | (82.6) | ||
Fair value of assets acquired and liabilities assumed | $ 3,960.2 |
ACQUISITIONS - Intangible asset
ACQUISITIONS - Intangible assets acquired (Details) - Bats Global Markets, Inc. $ in Millions | Feb. 28, 2017USD ($) |
Options | |
Acquisitions | |
Indefinite-lived intangible assets acquired | $ 95.5 |
Goodwill | 226.4 |
Finite-lived and indefinite-lived intangible assets acquired | 436.1 |
U.S. Equities | |
Acquisitions | |
Indefinite-lived intangible assets acquired | 572.7 |
Goodwill | 1,738.1 |
Finite-lived and indefinite-lived intangible assets acquired | 2,884.2 |
European Equities | |
Acquisitions | |
Indefinite-lived intangible assets acquired | 171.8 |
Goodwill | 419.3 |
Finite-lived and indefinite-lived intangible assets acquired | 835.4 |
Global FX | |
Acquisitions | |
Goodwill | 267.2 |
Finite-lived and indefinite-lived intangible assets acquired | $ 495.3 |
Customer relationships | |
Acquisitions | |
Useful life | 20 years |
Customer relationships | Options | |
Acquisitions | |
Finite-lived intangible assets acquired | $ 37.1 |
Customer relationships | U.S. Equities | |
Acquisitions | |
Finite-lived intangible assets acquired | 222.9 |
Customer relationships | European Equities | |
Acquisitions | |
Finite-lived intangible assets acquired | 160 |
Customer relationships | Global FX | |
Acquisitions | |
Finite-lived intangible assets acquired | $ 140 |
Market data customer relationships | |
Acquisitions | |
Useful life | 15 years |
Market data customer relationships | Options | |
Acquisitions | |
Finite-lived intangible assets acquired | $ 53.6 |
Market data customer relationships | U.S. Equities | |
Acquisitions | |
Finite-lived intangible assets acquired | 322 |
Market data customer relationships | European Equities | |
Acquisitions | |
Finite-lived intangible assets acquired | 60 |
Market data customer relationships | Global FX | |
Acquisitions | |
Finite-lived intangible assets acquired | $ 64.4 |
Technology | |
Acquisitions | |
Useful life | 7 years |
Technology | Options | |
Acquisitions | |
Finite-lived intangible assets acquired | $ 22.5 |
Technology | U.S. Equities | |
Acquisitions | |
Finite-lived intangible assets acquired | 22.5 |
Technology | European Equities | |
Acquisitions | |
Finite-lived intangible assets acquired | 22.5 |
Technology | Global FX | |
Acquisitions | |
Finite-lived intangible assets acquired | $ 22.5 |
Trademarks and tradenames | |
Acquisitions | |
Useful life | 2 years |
Trademarks and tradenames | Options | |
Acquisitions | |
Finite-lived intangible assets acquired | $ 1 |
Trademarks and tradenames | U.S. Equities | |
Acquisitions | |
Finite-lived intangible assets acquired | 6 |
Trademarks and tradenames | European Equities | |
Acquisitions | |
Finite-lived intangible assets acquired | 1.8 |
Trademarks and tradenames | Global FX | |
Acquisitions | |
Finite-lived intangible assets acquired | $ 1.2 |
ACQUISITIONS - Revenue and inco
ACQUISITIONS - Revenue and income since acquisition date (Details) - Bats Global Markets, Inc. - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Acquisitions | ||
Revenue | $ 526.5 | $ 159.8 |
Revenue less cost of revenues | 131.2 | 39.2 |
Operating income (loss) | 54 | (2) |
Net income (loss) | $ 51.2 | $ (0.7) |
ACQUISITIONS - Pro forma financ
ACQUISITIONS - Pro forma financial information (Details) - Bats Global Markets, Inc. $ / shares in Units, $ in Millions | 3 Months Ended |
Mar. 31, 2017USD ($)$ / shares | |
Acquisitions | |
Revenue | $ 629.1 |
Revenue less cost of revenues | 265.2 |
Operating income | 106.9 |
Net income | $ 73 |
Earnings per share: | |
Basic (in dollars per share) | $ / shares | $ 0.65 |
Diluted (in dollars per share) | $ / shares | $ 0.65 |
SEVERANCE (Details)
SEVERANCE (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2018USD ($) | |
Restructuring Reserve | |
Beginning balance | $ 4.8 |
Termination benefits accrued | 4.6 |
Termination payments made | (7.2) |
Ending balance | $ 2.2 |
INVESTMENTS - Schedule of inves
INVESTMENTS - Schedule of investments (Details) - USD ($) $ in Millions | Mar. 31, 2018 | Dec. 31, 2017 | Mar. 31, 2017 |
Schedule of Cost and Equity Method Investments | |||
Equity Method | $ 23.3 | $ 22.1 | |
Other Equity Investments | 61.7 | $ 60.6 | 60.6 |
Total Investments | 85 | $ 82.7 | 82.7 |
Investment in Signal Trading Systems, LLC | |||
Schedule of Cost and Equity Method Investments | |||
Equity Method | 13.3 | 12.5 | |
Investment in EuroCCP | |||
Schedule of Cost and Equity Method Investments | |||
Equity Method | 10 | 9.6 | |
Investment in OCC | |||
Schedule of Cost and Equity Method Investments | |||
Other Equity Investments | 30.3 | 30.3 | |
Investment in Eris Exchange Holdings, LLC | |||
Schedule of Cost and Equity Method Investments | |||
Other Equity Investments | 20 | 20 | |
Investment in American Financial Exchange, LLC | |||
Schedule of Cost and Equity Method Investments | |||
Other Equity Investments | 5.9 | 5.9 | |
Other cost method investments | |||
Schedule of Cost and Equity Method Investments | |||
Other Equity Investments | $ 5.5 | $ 4.4 |
INVESTMENTS - Equity method inv
INVESTMENTS - Equity method investments (Details) | Mar. 31, 2018item |
Schedule of Equity Method Investments | |
Number of central counterparties | 3 |
Investment in EuroCCP | Cboe Europe Equities | |
Schedule of Equity Method Investments | |
Ownership percentage | 20.00% |
Number of other investors | 4 |
INVESTMENTS - Other Equity Inve
INVESTMENTS - Other Equity Investments (Details) - Investment in OCC - USD ($) $ in Millions | Mar. 03, 2015 | Feb. 26, 2015 | Mar. 31, 2018 |
Other Equity Investments | |||
Percentage of equity securities | 20.00% | ||
Contribution requirement | $ 150 | ||
Contribution requirement, shareholder cap | $ 40 | ||
Customer refunds, percent of pre-tax income exceeding capital requirements | 50.00% | ||
Contributions | $ 30 |
FINANCIAL INVESTMENTS (Details)
FINANCIAL INVESTMENTS (Details) - USD ($) $ in Millions | Mar. 31, 2018 | Dec. 31, 2017 | Mar. 31, 2017 | Dec. 31, 2016 |
Money market funds | ||||
Cost basis | $ 166.3 | $ 143.5 | $ 153.3 | $ 97.3 |
Money market funds | 166.3 | 143.5 | ||
Financial Investments | ||||
Cost basis | 66.5 | 49.8 | ||
Fair Value | 66.5 | 49.8 | ||
Money market funds | ||||
Money market funds | ||||
Cost basis | 2.5 | 2.5 | ||
Money market funds | 2.5 | 2.5 | ||
U.S. Treasury securities | ||||
Available-for-sale: | ||||
Cost basis | 64 | 47.3 | ||
Fair value | $ 64 | $ 47.3 |
PROPERTY AND EQUIPMENT, NET (De
PROPERTY AND EQUIPMENT, NET (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Property and Equipment, Net | |||
Total property and equipment | $ 229.8 | $ 223 | |
Less accumulated depreciation | (155.6) | (149.1) | |
Property and equipment, net | 74.2 | 73.9 | |
Depreciation expense | 6.9 | $ 6.4 | |
Construction in progress | |||
Property and Equipment, Net | |||
Total property and equipment | 6.1 | 5.9 | |
Building | |||
Property and Equipment, Net | |||
Total property and equipment | 78 | 77.4 | |
Furniture and equipment | |||
Property and Equipment, Net | |||
Total property and equipment | $ 145.7 | $ 139.7 |
OTHER ASSETS, NET - Schedule of
OTHER ASSETS, NET - Schedule of other assets, net (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Finite-Lived Intangible Assets | |||
Less accumulated depreciation and amortization | $ (195.2) | $ (189.6) | |
Data processing software, net | 35.9 | 40.6 | |
Other assets | 21 | 18.9 | |
Other assets, net | 56.9 | 59.5 | |
Amortization | 42.1 | $ 14.4 | |
Software development work in progress | |||
Finite-Lived Intangible Assets | |||
Software | 8.9 | 10.2 | |
Data processing software | |||
Finite-Lived Intangible Assets | |||
Software | 222.2 | $ 220 | |
Amortization | $ 5.2 | $ 4.1 |
GOODWILL AND INTANGIBLE ASSET64
GOODWILL AND INTANGIBLE ASSETS, NET - Goodwill by segment (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2018USD ($) | |
Goodwill | |
Balance at beginning of the year | $ 2,707.4 |
Changes in foreign currency exchange rates | 10.8 |
Balance at end of the year | 2,718.2 |
Goodwill impairment loss | 0 |
Options | |
Goodwill | |
Balance at beginning of the year | 239.4 |
Balance at end of the year | 239.4 |
U.S. Equities | |
Goodwill | |
Balance at beginning of the year | 1,740.4 |
Balance at end of the year | 1,740.4 |
European Equities | |
Goodwill | |
Balance at beginning of the year | 441.6 |
Changes in foreign currency exchange rates | 10.8 |
Balance at end of the year | 452.4 |
Global FX | |
Goodwill | |
Balance at beginning of the year | 267.2 |
Balance at end of the year | 267.2 |
Corporate and Other | |
Goodwill | |
Balance at beginning of the year | 18.8 |
Balance at end of the year | $ 18.8 |
GOODWILL AND INTANGIBLE ASSET65
GOODWILL AND INTANGIBLE ASSETS, NET - Schedule of intangible assets by segment (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Finite-lived Intangible Assets | ||
Balance at beginning of the year | $ 1,902.6 | |
Amortization | (42.1) | $ (14.4) |
Changes in foreign currency exchange rates | 16.2 | |
Balance at end of the year | 1,876.7 | |
Options | ||
Finite-lived Intangible Assets | ||
Balance at beginning of the year | 198.7 | |
Amortization | (4.4) | |
Balance at end of the year | 194.3 | |
U.S. Equities | ||
Finite-lived Intangible Assets | ||
Balance at beginning of the year | 1,071.8 | |
Amortization | (21.5) | |
Balance at end of the year | 1,050.3 | |
European Equities | ||
Finite-lived Intangible Assets | ||
Balance at beginning of the year | 427 | |
Amortization | (7.5) | |
Changes in foreign currency exchange rates | 16.2 | |
Balance at end of the year | 435.7 | |
Global FX | ||
Finite-lived Intangible Assets | ||
Balance at beginning of the year | 199.6 | |
Amortization | (8.4) | |
Balance at end of the year | 191.2 | |
Corporate and Other | ||
Finite-lived Intangible Assets | ||
Balance at beginning of the year | 5.5 | |
Amortization | (0.3) | |
Balance at end of the year | 5.2 | |
Futures | ||
Finite-lived Intangible Assets | ||
Balance at end of the year | $ 0 |
GOODWILL AND INTANGIBLE ASSET66
GOODWILL AND INTANGIBLE ASSETS, NET - Estimated Future Amortization (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
GOODWILL AND INTANGIBLE ASSETS, NET | ||
Amortization | $ 42.1 | $ 14.4 |
Amortization expense | ||
Future amortization expense, remainder of 2018 | 117.1 | |
2,019 | 137.5 | |
2,020 | 121 | |
2,021 | 105.7 | |
2,022 | 93.5 | |
2,023 | $ 82.6 |
GOODWILL AND INTANGIBLE ASSET67
GOODWILL AND INTANGIBLE ASSETS, NET - Schedule of intangible assets by category (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
Finite-Lived Intangible Assets | ||
Intangible assets, net | $ 1,876.7 | $ 1,902.6 |
Customer relationships | Weighted Average | ||
Finite-Lived Intangible Assets | ||
Weighted average amortization period (in years) | 19 years | 19 years |
Market data customer relationships | Weighted Average | ||
Finite-Lived Intangible Assets | ||
Weighted average amortization period (in years) | 14 years | 14 years |
Technology | Weighted Average | ||
Finite-Lived Intangible Assets | ||
Weighted average amortization period (in years) | 6 years | 6 years |
Trademarks and tradenames | Weighted Average | ||
Finite-Lived Intangible Assets | ||
Weighted average amortization period (in years) | 2 years | 2 years |
Other | Weighted Average | ||
Finite-Lived Intangible Assets | ||
Weighted average amortization period (in years) | 2 years | 2 years |
Options | ||
Finite-Lived Intangible Assets | ||
Accumulated amortization | $ (20.1) | $ (15.7) |
Intangible assets, net | 194.3 | 198.7 |
Options | Customer relationships | ||
Finite-Lived Intangible Assets | ||
Finite-lived intangible assets, gross | 38.8 | 38.8 |
Options | Market data customer relationships | ||
Finite-Lived Intangible Assets | ||
Finite-lived intangible assets, gross | 53.6 | 53.6 |
Options | Technology | ||
Finite-Lived Intangible Assets | ||
Finite-lived intangible assets, gross | 24.6 | 24.6 |
Options | Trademarks and tradenames | ||
Finite-Lived Intangible Assets | ||
Finite-lived intangible assets, gross | 1.7 | 1.7 |
Options | Other | ||
Finite-Lived Intangible Assets | ||
Finite-lived intangible assets, gross | 0.2 | 0.2 |
Options | Trading registrations and licenses | ||
Finite-Lived Intangible Assets | ||
Indefinite-lived intangible assets, gross | 95.5 | 95.5 |
U.S. Equities | ||
Finite-Lived Intangible Assets | ||
Accumulated amortization | (95.8) | (74.3) |
Intangible assets, net | 1,050.3 | 1,071.8 |
U.S. Equities | Customer relationships | ||
Finite-Lived Intangible Assets | ||
Finite-lived intangible assets, gross | 222.9 | 222.9 |
U.S. Equities | Market data customer relationships | ||
Finite-Lived Intangible Assets | ||
Finite-lived intangible assets, gross | 322 | 322 |
U.S. Equities | Technology | ||
Finite-Lived Intangible Assets | ||
Finite-lived intangible assets, gross | 22.5 | 22.5 |
U.S. Equities | Trademarks and tradenames | ||
Finite-Lived Intangible Assets | ||
Finite-lived intangible assets, gross | 6 | 6 |
U.S. Equities | Trading registrations and licenses | ||
Finite-Lived Intangible Assets | ||
Indefinite-lived intangible assets, gross | 572.7 | 572.7 |
European Equities | ||
Finite-Lived Intangible Assets | ||
Accumulated amortization | (33.2) | (24.7) |
Intangible assets, net | 435.7 | 427 |
European Equities | Customer relationships | ||
Finite-Lived Intangible Assets | ||
Finite-lived intangible assets, gross | 180.3 | 173.7 |
European Equities | Market data customer relationships | ||
Finite-Lived Intangible Assets | ||
Finite-lived intangible assets, gross | 67.6 | 65.1 |
European Equities | Technology | ||
Finite-Lived Intangible Assets | ||
Finite-lived intangible assets, gross | 25.4 | 24.4 |
European Equities | Trademarks and tradenames | ||
Finite-Lived Intangible Assets | ||
Finite-lived intangible assets, gross | 2 | 2 |
European Equities | Trading registrations and licenses | ||
Finite-Lived Intangible Assets | ||
Indefinite-lived intangible assets, gross | 193.6 | 186.5 |
Global FX | ||
Finite-Lived Intangible Assets | ||
Accumulated amortization | (36.9) | (28.5) |
Intangible assets, net | 191.2 | 199.6 |
Global FX | Customer relationships | ||
Finite-Lived Intangible Assets | ||
Finite-lived intangible assets, gross | 140 | 140 |
Global FX | Market data customer relationships | ||
Finite-Lived Intangible Assets | ||
Finite-lived intangible assets, gross | 64.4 | 64.4 |
Global FX | Technology | ||
Finite-Lived Intangible Assets | ||
Finite-lived intangible assets, gross | 22.5 | 22.5 |
Global FX | Trademarks and tradenames | ||
Finite-Lived Intangible Assets | ||
Finite-lived intangible assets, gross | 1.2 | 1.2 |
Corporate and Other | ||
Finite-Lived Intangible Assets | ||
Accumulated amortization | (2.8) | (2.5) |
Intangible assets, net | 5.2 | 5.5 |
Corporate and Other | Customer relationships | ||
Finite-Lived Intangible Assets | ||
Finite-lived intangible assets, gross | 3 | 3 |
Corporate and Other | Technology | ||
Finite-Lived Intangible Assets | ||
Finite-lived intangible assets, gross | 4 | 4 |
Corporate and Other | Trademarks and tradenames | ||
Finite-Lived Intangible Assets | ||
Finite-lived intangible assets, gross | $ 1 | $ 1 |
ACCOUNTS PAYABLE AND ACCRUED 68
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES - Schedule of accounts payable and accrued liabilities (Details) - USD ($) $ in Millions | Mar. 31, 2018 | Dec. 31, 2017 |
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | ||
Compensation and benefit-related liabilities | $ 17.8 | $ 18 |
Termination benefits | 2.2 | 4.8 |
Royalties | 24.7 | 20.3 |
Accrued liabilities | 39.8 | 59.1 |
Marketing fee payable | 10.8 | 8.4 |
Accounts payable | 48.7 | 43.2 |
Total accounts payable and accrued liabilities | $ 144 | $ 153.8 |
DEBT - Schedule of long-term de
DEBT - Schedule of long-term debt (Details) - USD ($) $ in Millions | Mar. 31, 2018 | Dec. 31, 2017 | Jun. 29, 2017 | Jan. 12, 2017 |
Debt Instrument | ||||
Total long-term debt | $ 1,213.4 | $ 1,237.9 | ||
Term Loan Agreement | ||||
Debt Instrument | ||||
Total long-term debt | 270.1 | |||
Prior Term Loan Agreement | ||||
Debt Instrument | ||||
Total long-term debt | 294.9 | |||
3.650% Senior Notes | ||||
Debt Instrument | ||||
Total long-term debt | 644 | $ 643.8 | ||
Interest rate | 3.65% | 3.65% | ||
1.950% Senior Notes | ||||
Debt Instrument | ||||
Total long-term debt | $ 299.3 | $ 299.2 | ||
Interest rate | 1.95% | 1.95% |
DEBT (Details)
DEBT (Details) $ in Millions | Mar. 22, 2018USD ($) | Jun. 29, 2017USD ($) | Feb. 28, 2017USD ($) | Jan. 12, 2017USD ($) | Dec. 15, 2016USD ($)subsidiary | Mar. 31, 2018USD ($)subsidiary | Mar. 31, 2017USD ($) | Dec. 31, 2017 |
Debt Instrument | ||||||||
Proceeds from long-term debt | $ 300 | $ 1,644.2 | ||||||
Up-front fee (as percent) | 0.05 | |||||||
Deferred financing costs | 6.3 | |||||||
Borrowings outstanding | $ 1,213.4 | |||||||
Term Loan Agreement | ||||||||
Debt Instrument | ||||||||
Debt instrument face amount | $ 300 | $ 1 | ||||||
Proceeds from long-term debt | $ 300 | |||||||
Minimum consolidated interest ratio | 4 | |||||||
Maximum consolidated leverage ratio | 3.50 | |||||||
Term Loan Agreement | LIBOR | Minimum | ||||||||
Debt Instrument | ||||||||
Variable interest rate | 1.00% | |||||||
Term Loan Agreement | LIBOR | Maximum | ||||||||
Debt Instrument | ||||||||
Variable interest rate | 1.50% | |||||||
Term Loan Agreement | Prime Rate | Minimum | ||||||||
Debt Instrument | ||||||||
Variable interest rate | 0.00% | |||||||
Term Loan Agreement | Prime Rate | Maximum | ||||||||
Debt Instrument | ||||||||
Variable interest rate | 0.50% | |||||||
3.650% Senior Notes | ||||||||
Debt Instrument | ||||||||
Debt instrument face amount | $ 300 | $ 650 | ||||||
Interest rate | 3.65% | 3.65% | ||||||
Redemption price | 101.00% | |||||||
Revolving Credit Agreement | ||||||||
Debt Instrument | ||||||||
Credit facility, maximum borrowing capacity | $ 150 | |||||||
Minimum consolidated interest ratio | 4 | |||||||
Maximum consolidated leverage ratio | 3.50 | |||||||
Term of facility | 5 years | |||||||
Maximum borrowing capacity, increase limit | $ 100 | |||||||
Maximum borrowing capacity, total with increase | $ 250 | |||||||
Number of subsidiaries that may be designated as additional borrowers | subsidiary | 1 | |||||||
Number of subsidiaries designated as additional borrowers | subsidiary | 0 | |||||||
Borrowings outstanding | $ 0 | |||||||
Borrowing capacity available | 150 | |||||||
Revolving Credit Agreement | LIBOR | Minimum | ||||||||
Debt Instrument | ||||||||
Variable interest rate | 1.00% | |||||||
Revolving Credit Agreement | LIBOR | Maximum | ||||||||
Debt Instrument | ||||||||
Variable interest rate | 1.75% | |||||||
Revolving Credit Agreement | Prime Rate | Minimum | ||||||||
Debt Instrument | ||||||||
Variable interest rate | 0.00% | |||||||
Revolving Credit Agreement | Prime Rate | Maximum | ||||||||
Debt Instrument | ||||||||
Variable interest rate | 0.75% | |||||||
Revolving Credit Agreement | Line of Credit | ||||||||
Debt Instrument | ||||||||
Credit facility, maximum borrowing capacity | $ 25 | |||||||
1.950% Senior Notes | ||||||||
Debt Instrument | ||||||||
Debt instrument face amount | $ 300 | |||||||
Interest rate | 1.95% | 1.95% | ||||||
Deferred financing costs | $ 0.8 | |||||||
Debt issuance costs | $ 0.9 | |||||||
Redemption price | 101.00% | |||||||
Prior Term Loan Agreement | ||||||||
Debt Instrument | ||||||||
Debt instrument face amount | $ 300 | $ 1,000 | ||||||
Proceeds from long-term debt | $ 1,000 | |||||||
Term of facility | 5 years | |||||||
Prior Term Loan Agreement | Minimum | ||||||||
Debt Instrument | ||||||||
Ticking fee | 0.10% | |||||||
Prior Term Loan Agreement | Maximum | ||||||||
Debt Instrument | ||||||||
Ticking fee | 0.30% | |||||||
Prior Term Loan Agreement | LIBOR | Minimum | ||||||||
Debt Instrument | ||||||||
Variable interest rate | 1.00% | |||||||
Prior Term Loan Agreement | LIBOR | Maximum | ||||||||
Debt Instrument | ||||||||
Variable interest rate | 1.75% | |||||||
Prior Term Loan Agreement | Prime Rate | Minimum | ||||||||
Debt Instrument | ||||||||
Variable interest rate | 0.00% | |||||||
Prior Term Loan Agreement | Prime Rate | Maximum | ||||||||
Debt Instrument | ||||||||
Variable interest rate | 0.75% |
DEBT - Schedule of debt repayme
DEBT - Schedule of debt repayments (Details) $ in Millions | Mar. 31, 2018USD ($) |
Long-term Debt | |
2,019 | $ 300 |
2,021 | 275 |
Thereafter | 650 |
Principal amounts repayable | 1,225 |
Debt issuance cost | (6.3) |
Unamortized discount on notes | (5.3) |
Total debt outstanding | $ 1,213.4 |
DEBT - Schedule of Interest Exp
DEBT - Schedule of Interest Expense (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
DEBT | ||
Contractual interest | $ 9.4 | $ 7.6 |
Amortization of debt discount | 0.2 | |
Amortization of debt issuance cost. | 0.4 | 0.9 |
Interest expense | 10 | 8.5 |
Interest income | (0.4) | (0.6) |
Interest expense, net | $ 9.6 | $ 7.9 |
ACCUMULATED OTHER COMPREHENSI73
ACCUMULATED OTHER COMPREHENSIVE INCOME, NET (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2018USD ($) | |
AOCI Attributable to Parent, Net of Tax | |
Beginning balance | $ 3,110.6 |
Other comprehensive income (loss) | 24.8 |
Ending balance | 3,175.2 |
Accumulated Other Comprehensive (Loss) Income | |
AOCI Attributable to Parent, Net of Tax | |
Beginning balance | 50.7 |
Other comprehensive income (loss) | 24.8 |
Ending balance | 75.5 |
Foreign Currency Translation | |
AOCI Attributable to Parent, Net of Tax | |
Beginning balance | 51.3 |
Other comprehensive income (loss) | 24.9 |
Ending balance | 76.2 |
Unrealized Investment Gain/Loss | |
AOCI Attributable to Parent, Net of Tax | |
Beginning balance | 0.2 |
Other comprehensive income (loss) | (0.1) |
Ending balance | 0.1 |
Post-Retirement Benefits | |
AOCI Attributable to Parent, Net of Tax | |
Beginning balance | (0.8) |
Ending balance | $ (0.8) |
FAIR VALUE MEASUREMENTS - Sched
FAIR VALUE MEASUREMENTS - Schedule of fair value hierarchy for assets measured at fair value on a recurring basis (Details) - USD ($) $ in Millions | Mar. 31, 2018 | Dec. 31, 2017 |
Assets: | ||
Money market funds | $ 166.3 | $ 143.5 |
Total assets | 498.7 | 425.3 |
Liabilities: | ||
Contingent consideration liabilities | 57.9 | 56.6 |
Total liabilities | 1,429.9 | 1,443.3 |
Money market funds | ||
Assets: | ||
Money market funds | 2.5 | 2.5 |
Level 1 | ||
Assets: | ||
Money market funds | 166.3 | 143.5 |
Total assets | 498.7 | 425.3 |
Level 2 | ||
Liabilities: | ||
Total liabilities | 1,372 | 1,386.7 |
Level 3 | ||
Liabilities: | ||
Contingent consideration liabilities | 57.9 | 56.6 |
Total liabilities | 57.9 | 56.6 |
Recurring | ||
Assets: | ||
Total assets | 66.5 | 49.8 |
Liabilities: | ||
Contingent consideration liabilities | 57.9 | 56.6 |
Total liabilities | 57.9 | 56.6 |
Recurring | Money market funds | ||
Assets: | ||
Money market funds | 2.5 | 2.5 |
Recurring | U.S. Treasury securities | ||
Assets: | ||
Total assets | 64 | 47.3 |
Recurring | Level 1 | ||
Assets: | ||
Total assets | 66.5 | 49.8 |
Recurring | Level 1 | Money market funds | ||
Assets: | ||
Money market funds | 2.5 | 2.5 |
Recurring | Level 1 | U.S. Treasury securities | ||
Assets: | ||
Total assets | 64 | 47.3 |
Recurring | Level 3 | ||
Liabilities: | ||
Contingent consideration liabilities | 57.9 | 56.6 |
Total liabilities | $ 57.9 | $ 56.6 |
FAIR VALUE MEASUREMENTS - Sch75
FAIR VALUE MEASUREMENTS - Schedule of fair value hierarchy of financial instruments held (Details) - USD ($) $ in Millions | Mar. 31, 2018 | Dec. 31, 2017 |
Assets: | ||
Cash and cash equivalents | $ 166.3 | $ 143.5 |
Financial investments | 64 | 47.3 |
Accounts receivable | 268.4 | 217.3 |
Income tax receivable | 17.2 | |
Total assets | 498.7 | 425.3 |
Liabilities: | ||
Accounts payable | 48.7 | 43.2 |
Section 31 fees payable | 109.9 | 105.6 |
Contingent consideration liabilities | 57.9 | 56.6 |
Long-term debt | 1,213.4 | 1,237.9 |
Total liabilities | 1,429.9 | 1,443.3 |
Level 1 | ||
Assets: | ||
Cash and cash equivalents | 166.3 | 143.5 |
Financial investments | 64 | 47.3 |
Accounts receivable | 268.4 | 217.3 |
Income tax receivable | 17.2 | |
Total assets | 498.7 | 425.3 |
Level 2 | ||
Liabilities: | ||
Accounts payable | 48.7 | 43.2 |
Section 31 fees payable | 109.9 | 105.6 |
Long-term debt | 1,213.4 | 1,237.9 |
Total liabilities | 1,372 | 1,386.7 |
Level 3 | ||
Liabilities: | ||
Contingent consideration liabilities | 57.9 | 56.6 |
Total liabilities | $ 57.9 | $ 56.6 |
FAIR VALUE MEASUREMENTS - Summa
FAIR VALUE MEASUREMENTS - Summary of changes in the fair value of the company's Level 3 financial liabilities (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2018USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Balance at the beginning of the period | $ 56.6 |
Realized (gains) losses during period | 1.3 |
Balance at the end of the period | 57.9 |
Contingent consideration liability | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Balance at the beginning of the period | 56.6 |
Realized (gains) losses during period | 1.3 |
Balance at the end of the period | $ 57.9 |
REDEEMABLE NONCONTROLLING INT77
REDEEMABLE NONCONTROLLING INTEREST (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2018USD ($) | |
Increase (Decrease) in Redeemable Noncontrolling Interest | |
Beginning balance | $ 9.4 |
Net loss attributable to redeemable noncontrolling interest | (0.3) |
Redemption value adjustment | 0.3 |
Ending balance | 9.4 |
Redeemable Noncontrolling Interests | |
Increase (Decrease) in Redeemable Noncontrolling Interest | |
Net loss attributable to redeemable noncontrolling interest | $ (0.3) |
SEGMENT REPORTING - Summarized
SEGMENT REPORTING - Summarized financial information by reportable segment (Details) $ in Millions | 3 Months Ended | |
Mar. 31, 2018USD ($)segment | Mar. 31, 2017USD ($) | |
Segment Reporting Information | ||
Number of reportable segments | segment | 5 | |
Revenues | $ 777.7 | $ 356.2 |
Operating income (loss) | 167.7 | 26.1 |
Operating Segments | Options | ||
Segment Reporting Information | ||
Revenues | 294.1 | 192.7 |
Operating income (loss) | 113.6 | 65 |
Operating Segments | U.S. Equities | ||
Segment Reporting Information | ||
Revenues | 390.5 | 120.2 |
Operating income (loss) | 33.8 | 12.2 |
Operating Segments | Futures | ||
Segment Reporting Information | ||
Revenues | 43.9 | 29.9 |
Operating income (loss) | 26.2 | 25.9 |
Operating Segments | European Equities | ||
Segment Reporting Information | ||
Revenues | 34.4 | 9.3 |
Operating income (loss) | 6.2 | 1.6 |
Operating Segments | Global FX | ||
Segment Reporting Information | ||
Revenues | 14.6 | 4 |
Operating income (loss) | (3) | (1.2) |
Corporate Items and Eliminations | ||
Segment Reporting Information | ||
Revenues | 0.2 | 0.1 |
Operating income (loss) | $ (9.1) | $ (77.4) |
EMPLOYEE BENEFITS (Details)
EMPLOYEE BENEFITS (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
SMART Plan | ||
Defined Contribution Plan | ||
Company contribution amount | $ 1.9 | $ 2.6 |
Cboe Europe Equities Employee Selected Stakeholder Contribution Plan | ||
Defined Contribution Plan | ||
Company contribution amount | $ 0.2 |
REGULATORY CAPITAL (Details)
REGULATORY CAPITAL (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2018USD ($) | |
Cboe Trading | |
Regulatory Requirement | |
Minimum net capital required to be maintained, option 1 - percentage of aggregate indebtedness items | 6.67% |
Minimum net capital required to be maintained, option 2 - amount | $ 0.1 |
Net capital | 5.2 |
Excess net capital | 4.8 |
Required net capital | 0.4 |
Cboe Europe Equities | |
Regulatory Requirement | |
Financial resources requirement | 20.8 |
Capital in excess of financial resources requirement | 19.6 |
Cboe Chi-X Europe | |
Regulatory Requirement | |
Capital resources requirement | 0.1 |
Capital in excess of capital resources requirement | 0.5 |
Cboe SEF | |
Regulatory Requirement | |
Annual operating expenses for swap execution facility capital adequacy tests | 0.2 |
XX month operating expenses for swap execution facility capital adequacy tests | 0.8 |
CFE | |
Regulatory Requirement | |
Annual operating expenses for registered futures exchange capital adequacy tests | 36.1 |
XX month operating expenses for registered futures exchange capital adequacy tests | $ 18 |
STOCK-BASED COMPENSATION (Detai
STOCK-BASED COMPENSATION (Details) - USD ($) | Feb. 19, 2018 | Mar. 31, 2018 | Mar. 31, 2017 |
Share-based Compensation Arrangement by Share-based Payment Award | |||
Stock-based compensation expense | $ 11,000,000 | $ 20,900,000 | |
Payments for the purchase of shares to satisfy the employee income tax withholdings (in shares) | $ 15,700,000 | $ 7,900,000 | |
Restricted Stock Units | |||
Share-based Compensation Arrangement by Share-based Payment Award | |||
Equity instruments granted (in shares) | 147,017 | ||
Number of shares of common stock of which unit is convertible (in shares) | 1 | ||
Fair value of equity instruments granted (in dollars per share) | $ 111.45 | ||
Vesting period | 3 years | ||
Vesting percentage | 33.33% | ||
Performance Based Restricted Stock Units | |||
Share-based Compensation Arrangement by Share-based Payment Award | |||
Equity instruments granted (in shares) | 41,868 | ||
Number of shares of common stock of which unit is convertible (in shares) | 1 | ||
Vesting period | 3 years | ||
Risk-free rate | 2.36% | ||
Expected volatility | 19.20% | ||
Correlation with S&P index | 0.30% | ||
Performance Based Restricted Stock Units | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award | |||
Units ultimately expected to be awarded | 0.00% | ||
Performance Based Restricted Stock Units | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award | |||
Units ultimately expected to be awarded | 200.00% | ||
Stock options | |||
Share-based Compensation Arrangement by Share-based Payment Award | |||
Options exercised (in shares) | 29,882 | ||
Shares purchased to satisfy the employee income tax withholdings (in shares) | 6,806 | ||
Payments for the purchase of shares to satisfy the employee income tax withholdings (in shares) | $ 800,000 | ||
Unrecognized compensation expense | $ 1,300,000 | ||
Unrecognized compensation expense, period for recognition | 9 months | ||
Restricted Stock and Restricted Stock Units | |||
Share-based Compensation Arrangement by Share-based Payment Award | |||
Equity instruments granted (in shares) | 188,885 | ||
Fair value of equity instruments granted (in dollars per share) | $ 113.11 | ||
Shares purchased to satisfy the employee income tax withholdings (in shares) | 139,794 | ||
Payments for the purchase of shares to satisfy the employee income tax withholdings (in shares) | $ 16.5 | ||
Unrecognized compensation expense | $ 57,100,000 | ||
Unrecognized compensation expense, period for recognition | 2 years | ||
Vested (in shares) | 340,903 | ||
Awards Granted February 19 Grant One | Restricted Stock Units | |||
Share-based Compensation Arrangement by Share-based Payment Award | |||
Fair value of equity instruments granted (in dollars per share) | $ 115.90 | ||
Awards Granted February 19 Grant One | Performance Based Restricted Stock Units | |||
Share-based Compensation Arrangement by Share-based Payment Award | |||
Number of shares of common stock of which unit is convertible (in shares) | 20,934 | ||
Awards Granted February 19 Grant Two | |||
Share-based Compensation Arrangement by Share-based Payment Award | |||
Number of shares of common stock of which unit is convertible (in shares) | 20,934 | ||
Awards Granted February 19 Grant Two | Performance Based Restricted Stock Units | |||
Share-based Compensation Arrangement by Share-based Payment Award | |||
Fair value of equity instruments granted (in dollars per share) | $ 122 |
STOCK-BASED COMPENSATION - Stoc
STOCK-BASED COMPENSATION - Stock option activity (Details) - Stock options - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
Number of Shares | ||
Beginning balance (in shares) | 442,042 | |
Exercised (in shares) | (29,882) | |
Ending balance (in shares) | 412,160 | 442,042 |
Weighted Average Exercise Price | ||
Beginning balance (in dollars per share) | $ 25.36 | |
Exercised (in dollars per share) | 18.59 | |
Ending balance (in dollars per share) | $ 25.85 | $ 25.36 |
Weighted Average Remaining Contractual Term (years) | ||
Outstanding | 1 year | |
Outstanding and expected to vest | 5 years 2 months 12 days | |
Aggregate Intrinsic Value (in millions) | ||
Beginning balance | $ 17.5 | |
Ending balance | $ 36.4 | $ 17.5 |
Exercisable | ||
Number of shares (in shares) | 371,625 | |
Weighted average exercise price (in dollars per share) | $ 25.60 | |
Weighted average remaining contractual term (years) | 5 years | |
Aggregate intrinsic value | $ 32.9 |
STOCK-BASED COMPENSATION- Nonve
STOCK-BASED COMPENSATION- Nonvested options activity (Details) - Stock options | 3 Months Ended |
Mar. 31, 2018$ / sharesshares | |
Options | |
Beginning balance (in shares) | shares | 81,068 |
Vested (in shares) | shares | (40,533) |
Ending balance (in shares) | shares | 40,535 |
Weighted Average Grant-Date Fair Value | |
Beginning balance (in USD per share) | $ / shares | $ 49.17 |
Vested (in USD per share) | $ / shares | 49.17 |
Ending balance (in USD per share) | $ / shares | $ 49.17 |
STOCK-BASED COMPENSATION - Rest
STOCK-BASED COMPENSATION - Restricted stock activity (Details) - Restricted Stock and Restricted Stock Units | 3 Months Ended |
Mar. 31, 2018$ / sharesshares | |
Number of shares | |
Beginning balance (in shares) | shares | 1,068,392 |
Granted (in shares) | shares | 188,885 |
Vested (in shares) | shares | (340,903) |
Ending balance (in shares) | shares | 916,374 |
Weighted average grant date fair value | |
Beginning balance (in USD per share) | $ / shares | $ 77.19 |
Granted (in dollars per share) | $ / shares | 113.11 |
Vested (in USD per share) | $ / shares | 73.01 |
Ending balance (in USD per share) | $ / shares | $ 86.15 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Millions | Jan. 01, 2018 | Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 |
INCOME TAXES | ||||
Effective tax rate | 25.90% | 16.90% | ||
Statutory federal income tax rate | 21.00% | |||
Effect on re-measuring net of deferred tax liabilities | $ 191.3 |
NET INCOME PER COMMON SHARE (De
NET INCOME PER COMMON SHARE (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Basic and Diluted EPS Numerator: | ||
Net income | $ 118.1 | $ 15.2 |
Net loss attributable to redeemable noncontrolling interest | 0.3 | 0.3 |
Net income excluding redeemable noncontrolling interest | 118.4 | 15.5 |
Change in redemption value of redeemable noncontrolling interest | (0.3) | (0.3) |
Net income allocated to participating securities | (0.8) | (0.1) |
Net income allocated to common stockholders | $ 117.3 | $ 15.1 |
Basic EPS Denominator: | ||
Weighted average shares outstanding (in shares) | 112.4 | 91.9 |
Basic Net Income Per Common Share (in dollars per share) | $ 1.04 | $ 0.16 |
Diluted EPS Denominator: | ||
Weighted average shares outstanding (in shares) | 112.4 | 91.9 |
Dilutive common shares issued under stock program (in shares) | 0.3 | 0.1 |
Total dilutive weighted average shares (in shares) | 112.7 | 92 |
Diluted Net Income Per Common Share (in dollars per share) | $ 1.04 | $ 0.16 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) $ in Millions | 3 Months Ended | ||
Mar. 31, 2018USD ($) | Mar. 31, 2017USD ($) | Apr. 18, 2014item | |
Loss Contingencies | |||
Rent expense | $ | $ 1.5 | $ 1.7 | |
Pending Litigation | City of Providence | |||
Loss Contingencies | |||
The number of other securities exchanges a lawsuit has been filed against | item | 14 | ||
Minimum | |||
Loss Contingencies | |||
Lease terms | 3 months | ||
Maximum | |||
Loss Contingencies | |||
Lease terms | 100 months |