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FAIR VALUE MEASUREMENT | 3 Months Ended
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Mar. 31, 2023
FAIR VALUE MEASUREMENT |
FAIR VALUE MEASUREMENT | 13. FAIR VALUE MEASUREMENT 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 FASB Accounting Standards Codification (“ASC”) 820— Fair Value Measurement, 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 measurements, 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 sheets as of March 31, 2023 and December 31, 2022, respectively. Assets and Liabilities Measured at Fair Value on a Recurring Basis The following tables present the Company’s fair value hierarchy for those assets and liabilities measured at fair value on a recurring basis as of March 31, 2023 and December 31, 2022 (in millions): ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | March 31, 2023
​ |  | Total |  | Level 1 |  | Level 2 |  | Level 3
Assets: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
U.S. Treasury securities (1) | ​ | $ | 49.5 | ​ | $ | 49.5 | ​ | $ | — | ​ | $ | —
Marketable securities (1): | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Mutual funds | ​ | ​ | 14.2 | ​ | ​ | 14.2 | ​ | ​ | — | ​ | ​ | —
Money market funds | ​ |  | 16.5 | ​ |  | 16.5 | ​ |  | — | ​ |  | —
Digital assets - safeguarded assets | ​ | ​ | 42.0 | ​ | ​ | 42.0 | ​ | ​ | — | ​ | ​ | —
Total assets | ​ | $ | 122.2 | ​ | $ | 122.2 | ​ | $ | — | ​ | $ | —
Liabilities: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Contingent consideration liabilities | ​ | $ | 34.2 | ​ | $ | — | ​ | $ | — | ​ | $ | 34.2
Digital assets - safeguarded liabilities | ​ | ​ | 42.0 | ​ | ​ | 42.0 | ​ | ​ | — | ​ | ​ | —
Cboe Digital restricted common units liability (2) | ​ | ​ | 15.6 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 15.6
Cboe Digital warrant liability (2) | ​ | ​ | 5.9 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 5.9
Total liabilities | ​ | $ | 97.7 | ​ | $ | 42.0 | ​ | $ | — | ​ | $ | 55.7
​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | December 31, 2022
​ |  | Total |  | Level 1 |  | Level 2 |  | Level 3
Assets: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
U.S. Treasury securities (1) | ​ | $ | 64.2 | ​ | $ | 64.2 | ​ | $ | — | ​ | $ | —
Marketable securities (1): | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Mutual funds | ​ | ​ | 15.3 | ​ | ​ | 15.3 | ​ | ​ | — | ​ | ​ | —
Money market funds | ​ | ​ | 12.2 | ​ | ​ | 12.2 | ​ | ​ | — | ​ | ​ | —
Digital assets - safeguarded assets | ​ | ​ | 22.9 | ​ | ​ | 22.9 | ​ | ​ | — | ​ | ​ | —
Total assets | ​ | $ | 114.6 | ​ | $ | 114.6 | ​ | $ | — | ​ | $ | —
Liabilities: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Contingent consideration liabilities | ​ | $ | 39.1 | ​ | $ | — | ​ | $ | — | ​ | $ | 39.1
Digital assets - safeguarded liabilities | ​ | ​ | 22.9 | ​ | ​ | 22.9 | ​ | ​ | — | ​ | ​ | —
Cboe Digital restricted common units liability (2) | ​ | ​ | 15.5 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 15.5
Cboe Digital warrant liability (2) | ​ | ​ | 5.9 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 5.9
Total liabilities | ​ | $ | 83.4 | ​ | $ | 22.9 | ​ | $ | — | ​ | $ | 60.5
(1) | These amounts are reflected within financial investments in the condensed consolidated balance sheets.
(2) | These amounts are reflected within other non-current liabilities in the condensed consolidated balance sheets.
​ 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, and marketable securities held in a trust for the Company’s non-qualified retirement and benefit plans, also referred to as deferred compensation plan assets. The deferred compensation plan assets have an equal and offsetting deferred compensation plan liability based on the value of the deferred compensation plan assets. 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. No material adjustments were made to the carrying value of financial investments for the period ended March 31, 2023. See Note 15 (“Employee Benefit Plans”) for more information. Digital Assets – Safeguarded Assets and Liabilities Digital assets – safeguarded assets and liabilities consist of Bitcoin, Ethereum, Litecoin, Bitcoin Cash, and USD Coin. The Company has determined the principal marketplace for digital assets to be the spot market of Cboe Digital Exchange, LLC (“Cboe Digital Exchange”). The Company valued digital assets – safeguarded assets, and digital assets – safeguarded liabilities by using the closing prices at 4:00pm Central Standard Time on Cboe Digital Exchange’s spot market (“Cboe Digital spot market”) as of March 31, 2023. These inputs are categorized in the fair value hierarchy as Level 1 as the marketplace is considered active. See Note 12 (“Clearing Operations”) for additional details regarding digital assets held. Contingent Consideration Liabilities In connection with the acquisitions of Hanweck Associates, LLC (“Hanweck”), Cboe Asia Pacific, and Cboe Canada, as well as the acquisition of assets of FT Providers, LLC (“FT Options”), the Company entered into contingent consideration arrangements with the sellers. The total fair value of the liabilities at March 31, 2023 was $34.2 million. That value is based on the Company’s estimate of the likelihood that certain performance targets in the respective acquisition agreements are expected to be accomplished. See Note 3 (“Acquisitions”) for more information on the adjustment to contingent consideration liabilities during the three months ended March 31, 2023. In connection with the contingent consideration arrangements, the Company paid a total of $4.9 million in contingent consideration to the sellers of Hanweck, FT Options, and Cboe Asia Pacific during the three months ended March 31, 2023. Because the fair value measurements relating to the contingent consideration liabilities are subject to management judgment, measurement uncertainty is inherent in the valuation of the contingent consideration liabilities as of the reporting date. Based on the recorded balance of the liabilities, any measurement uncertainty related to this Level 3 measurement is immaterial as of March 31, 2023. ​ Cboe Digital Syndication Liabilities ​ On November 18, 2022, Cboe Digital Holdings Inc. (“Cboe Digital Holdings”) entered into minority interest purchase agreements with certain digital asset industry participants, pursuant to which Cboe Digital Holdings agreed to issue Restricted Common Units in Cboe Digital. Cboe Digital Holdings also entered into a Warrant Agreement to issue Common Units of Cboe Digital in the future. Certain Cboe Digital investor members paid for the Restricted Common Units through the issuance of promissory notes, which are nonrecourse in nature and are accounted for as in-substance stock options. Expense associated with the Restricted Common Units is recognized as contra-revenue ratably over a five-year period. The Company uses a Black Scholes option pricing model to estimate the fair value of the in-substance stock option created by the Restricted Common Units and promissory notes as well as the fair value of the Warrant. Contra-revenue will be recognized while the performance conditions of the Warrant remain probable in conformance with the requirements in ASC 606 – Revenue from Contracts with Customers. Further adjustments will be recognized in each reporting period until performance is complete relating to changes in the fair value of the option and Warrant liabilities in accordance with ASC 718 – Compensation – Stock Compensation. Based on the recorded balance of the liabilities, any measurement uncertainty related to this Level 3 measurement is immaterial as of March 31, 2023. See Note 17 (“Stock-Based Compensation”) for more information. ​ Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis Certain assets, such as goodwill and intangible assets, are measured at fair value on a non-recurring basis. For goodwill, the process involves using a market approach and income approach (using discounted estimated cash flows) to determine the fair value of each reporting unit on a stand-alone basis. That fair value is compared to the carrying value of the reporting unit, including its recorded goodwill. In connection with the annual impairment evaluation of goodwill and indefinite lived intangibles, impairment is considered to have occurred if the fair value of the reporting unit is lower than the carrying value of the reporting unit. See “Digital Assets Held” below and Note 1 (“Organization and Basis of Presentation”) for discussion of valuation considerations specific to digital assets held. For the other intangible assets, the process also involves using a discounted cash flow method to determine the fair value of each intangible asset. Impairment is considered to have occurred if the fair value of the intangible asset is lower than its carrying value. These measurements are considered Level 3 and these assets are recognized at fair value if they are deemed to be impaired. ​ The Company performed impairment testing during the quarter ended June 30, 2022, as there were market events that indicated it was more likely than not that Cboe Digital’s assets were impaired, resulting in the recognition of an impairment charge to goodwill related to Cboe Digital. Subsequently, the Company concluded that the indicators of impairment observed during the quarter ended June 30, 2022, continued to be relevant and recorded additional goodwill impairment in the condensed consolidated statements of income for the three months ended September 30, 2022. The Company determined there were no further impairment indicators for the period ended March 31, 2023. See Note 8 (“Goodwill, Intangible Assets, Net, and Digital Assets Held”) for more information on the impairment. ​ Equity investments without readily determinable fair values that are valued using the measurement alternative are measured at fair value on a non-recurring basis. No observable transactions or impairments impacted the measurements of the investments accounted for as other equity investments. See Note 4 (“Investments”) for more information. Fair Value of Assets and Liabilities The following tables present the Company’s fair value hierarchy for certain assets and liabilities held by the Company as of March 31, 2023 and December 31, 2022 (in millions):
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | March 31, 2023
​ |  | Total |  | Level 1 |  | Level 2 |  | Level 3
Assets: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
U.S. Treasury securities (1) | ​ | $ | 49.5 | ​ | $ | 49.5 | ​ | $ | — | ​ | $ | —
Deferred compensation plan assets (1) | ​ | ​ | 30.7 | ​ | ​ | 30.7 | ​ | ​ | — | ​ | ​ | —
Digital assets - safeguarded assets | ​ | ​ | 42.0 | ​ | ​ | 42.0 | ​ | ​ | — | ​ | ​ | —
Digital assets held (2) | ​ | ​ | 0.1 | ​ | ​ | 0.1 | ​ | ​ | — | ​ | ​ | —
Total assets | ​ | $ | 122.3 | ​ | $ | 122.3 | ​ | $ | — | ​ | $ | —
Liabilities: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Contingent consideration liabilities | ​ | $ | 34.2 | ​ | $ | — | ​ | $ | — | ​ | $ | 34.2
Deferred compensation plan liabilities (3) | ​ | ​ | 30.7 | ​ | ​ | 30.7 | ​ | ​ | — | ​ | ​ | —
Digital assets - safeguarded liabilities | ​ | ​ | 42.0 | ​ | ​ | 42.0 | ​ | ​ | — | ​ | ​ | —
Cboe Digital restricted common units liability (3) | ​ | ​ | 15.6 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 15.6
Cboe Digital warrant liability (3) | ​ | ​ | 5.9 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 5.9
Debt | ​ |  | 1,595.7 | ​ |  | — | ​ |  | 1,595.7 | ​ |  | —
Total liabilities | ​ | $ | 1,724.1 | ​ | $ | 72.7 | ​ | $ | 1,595.7 | ​ | $ | 55.7
​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | December 31, 2022
​ |  | Total |  | Level 1 |  | Level 2 |  | Level 3
Assets: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
U.S. Treasury securities (1) | ​ | $ | 64.2 | ​ | $ | 64.2 | ​ | $ | — | ​ | $ | —
Deferred compensation plan assets (1) | ​ |  | 27.5 | ​ |  | 27.5 | ​ |  | — | ​ |  | —
Digital assets - safeguarded assets | ​ | ​ | 22.9 | ​ | ​ | 22.9 | ​ | ​ | — | ​ | ​ | —
Digital assets held (2) | ​ | ​ | 0.9 | ​ | ​ | 0.9 | ​ | ​ | — | ​ | ​ | —
Total assets | ​ | $ | 115.5 | ​ | $ | 115.5 | ​ | $ | — | ​ | $ | —
Liabilities: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Contingent consideration liabilities | ​ | $ | 39.1 | ​ | $ | — | ​ | $ | — | ​ | $ | 39.1
Deferred compensation plan liabilities (3) | ​ | ​ | 27.5 | ​ | ​ | 27.5 | ​ | ​ | — | ​ | ​ | —
Digital assets - safeguarded liabilities | ​ | ​ | 22.9 | ​ | ​ | 22.9 | ​ | ​ | — | ​ | ​ | —
Cboe Digital restricted common units liability (3) | ​ | ​ | 15.5 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 15.5
Cboe Digital warrant liability (3) | ​ | ​ | 5.9 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 5.9
Debt | ​ |  | 1,573.9 | ​ |  | — | ​ |  | 1,573.9 | ​ |  | —
Total liabilities | ​ | $ | 1,684.8 | ​ | $ | 50.4 | ​ | $ | 1,573.9 | ​ | $ | 60.5
(1) | These amounts are reflected within financial investments in the condensed consolidated balance sheets.
(2) | These amounts are reflected within intangible assets, net in the condensed consolidated balance sheets.
(3) | These amounts are reflected within other non-current liabilities in the condensed consolidated balance sheets.
​ Certain financial assets and liabilities, including cash and cash equivalents, accounts receivable, income tax receivable, accounts payable and Section 31 fees payable, and notes receivable are not measured at fair value on a recurring basis, but the carrying values approximate fair value due to their liquid or short-term nature. Debt The debt balance consists of fixed rate Senior Notes and a floating rate Term Loan Agreement. The fair values of the Senior Notes are classified as Level 2 under the fair value hierarchy and are estimated using prevailing market quotes. The fair value of the Term Loan Agreement was determined by utilizing a discounted cash flow analysis and is considered a Level 2 measurement. At March 31, 2023 and December 31, 2022, the fair values of the Company’s debt obligations were as follows (in millions): ​
​ | ​ | ​ | ​ | ​ | ​
​ | Fair Value
​ | March 31, 2023 | ​ | December 31, 2022
Term Loan Agreement | $ | 306.1 | ​ | $ | 306.3
3.650% Senior Notes |  | 627.7 | ​ | ​ | 623.6
1.625% Senior Notes | ​ | 401.8 | ​ | ​ | 390.7
3.000% Senior Notes | ​ | 260.1 | ​ | ​ | 253.3
​ Digital Assets Held Digital assets held, which are included within intangible assets, net in the condensed consolidated balance sheets, are valued following a review of exchange prices for each specific digital asset throughout the period ended March 31, 2023. The Company will impair to the lowest observable value during the period for each digital asset type in accordance with Cboe Digital’s policy, which states that the Company values digital assets held by using the closing prices at 4:00pm Central Standard Time on Cboe Digital Exchange’s spot market, which the Company determined is the principal marketplace for digital assets. As part of Cboe Digital’s pricing policy, the closing price on Cboe Digital’s spot market is compared to three other exchanges (Coinbase, Bitstamp, and Kraken) to assess for reasonableness. These inputs are categorized in the fair value hierarchy as Level 1 as the marketplace is considered active. 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, 2023 (in millions):
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Level 3 Financial Liabilities for the Three Months Ended March 31, 2023
​ | ​ | Balance at | ​ | Realized (Gains) | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Foreign | ​ | Balances at
​ | ​ | Beginning of | ​ | Losses during | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Currency | ​ | End of
​ |  | Period |  | Period |  | Adjustments |  | Additions |  | Settlements | ​ | Translation |  | Period
Liabilities | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Contingent consideration liabilities |  | $ | 39.1 | ​ | $ | — | ​ | $ | — | ​ | $ | — |  | $ | (4.9) | ​ | $ | — |  | $ | 34.2
Cboe Digital restricted common units liability | ​ | ​ | 15.5 | ​ | ​ | — | ​ | ​ | 0.1 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 15.6
Cboe Digital warrant liability |  | ​ | 5.9 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — |  | ​ | — | ​ | ​ | — |  | ​ | 5.9
Total liabilities | ​ | $ | 60.5 | ​ | $ | — | ​ | $ | 0.1 | ​ | $ | — | ​ | $ | (4.9) | ​ | $ | — | ​ | $ | 55.7
​

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- Definition The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 820 -SubTopic 10 -Section 50 -Paragraph 2 -URI https://asc.fasb.org/extlink&oid=126976982&loc=d3e19207-110258 + Details
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