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GOODWILL, INTANGIBLE ASSETS, NET, AND DIGITAL ASSETS HELD

12 Months Ended

Dec. 31, 2023

GOODWILL, INTANGIBLE ASSETS, NET, AND DIGITAL ASSETS HELD

GOODWILL, INTANGIBLE ASSETS, NET, AND DIGITAL ASSETS HELD

10. GOODWILL, INTANGIBLE ASSETS, NET, AND DIGITAL ASSETS HELD

The following table presents the details of goodwill by segment (in millions):


			North American		Europe and
	Options		Equities		Asia Pacific		Global FX		Digital		Total
Balance as of December 31, 2021	$	305.8	$	1,876.9	$	575.5	$	267.2	$	—	$	3,025.4
Adjustments		—		0.2		3.4		—		0.8		4.4
Additions		—		132.4		—		—		460.1		592.5
Impairment		—		—		—		—		(460.9)		(460.9)
Changes in foreign currency exchange rates		—		(8.7)		(29.9)		—		—		(38.6)
Balance as of December 31, 2022	$	305.8	$	2,000.8	$	549.0	$	267.2	$	—	$	3,122.8
Changes in foreign currency exchange rates		—		3.6		14.2		—		—		17.8
Balance as of December 31, 2023	$	305.8	$	2,004.4	$	563.2	$	267.2	$	—	$	3,140.6

Goodwill has been allocated to specific reporting units for purposes of impairment testing - Options, North American Equities, Europe and Asia Pacific, and Global FX. No goodwill has been allocated to Futures. See below for further details on Cboe Digital’s goodwill. 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.

Following the acquisition of Cboe Digital, which closed on May 2, 2022, in the quarter ended June 30, 2022, negative events and trends in the broader digital asset environment emerged, such as deleveraging and bankruptcies, and certain negative trends in the broader digital asset environment that started in late 2021 intensified, such as the decline in digital asset prices, overall market activity, and market capitalization. Additionally, following the acquisition of Cboe Digital, the efforts to syndicate minority ownership interests in Cboe Digital to potential investors during the quarter ended June 30, 2022 became more challenging, and the outlook for the Digital segment’s future market growth was negatively impacted. The Company considered these developments, in particular the syndication efforts during the quarter ended June 30, 2022, to be potential indications of impairment and performed an interim impairment test for the goodwill recognized in the Digital reporting unit during the quarter ended June 30, 2022. The Company concluded that the carrying value of the reporting unit exceeded its estimated fair value, which considered both market and income approaches, and recorded a goodwill impairment charge of $460.1 million in the consolidated statements of income during the quarter ended June 30, 2022, and also recognized a deferred tax asset of $116.2 million. This deferred tax asset, resulting from the excess of tax-deductible goodwill over book goodwill, relates to future tax deductions the Company expects to realize to reduce potential tax payments on future income. As a result, the carrying value of Cboe Digital decreased by $343.9 million, to $220.0 million

as of June 30, 2022. The Company also performed an impairment assessment over the intangible assets recognized as a result of the Cboe Digital acquisition during the quarter ended June 30, 2022, and based on the results of the assessments, determined there was no impairment required as the fair value approximated the carrying value. No other long lived assets were recognized as a result of the acquisition.

As a result of the finalization of the net working capital calculation associated with the acquisition of Cboe Digital during the quarter ended September 30, 2022, the Company recorded additional goodwill of $0.8 million. Subsequently, the Company concluded that the indicators of impairment outlined in the previous paragraph continued to be relevant and recorded an additional goodwill impairment charge of $0.8 million in the consolidated statements of income for the three months ended September 30, 2022. The Company determined there were no further impairment indicators for the year ended December 31, 2023.

The following table presents the details of the intangible assets by segment (in millions):


			North American		Europe and
	Options		Equities		Asia Pacific		Global FX		Digital		Total
Balance as of December 31, 2021	$	159.1	$	991.4	$	426.4	$	91.7	$	—	$	1,668.6
Adjustments		—		(61.0)		—		—		—		(61.0)
Additions		—		130.1		—		—		95.9		226.0
Amortization		(13.0)		(62.1)		(25.6)		(18.9)		(4.7)		(124.3)
Changes in foreign currency exchange rates		—		(5.6)		(40.9)		—		—		(46.5)
Balance as of December 31, 2022	$	146.1	$	992.8	$	359.9	$	72.8	$	91.2	$	1,662.8
Dispositions		—		—		—		—		(0.8)		(0.8)
Amortization		(12.0)		(59.5)		(21.5)		(16.6)		(7.0)		(116.6)
Changes in foreign currency exchange rates		—		2.0		14.1		—		—		16.1
Balance as of December 31, 2023	$	134.1	$	935.3	$	352.5	$	56.2	$	83.4	$	1,561.5

For the years ended December 31, 2023, 2022 and 2021, amortization expense was $116.6 million, $124.3 million and $126.6 million, respectively. The estimated future amortization expense is $93.9 million for 2024, $77.3 million for 2025, $70.0 million for 2026, $63.2 million for 2027, and $57.6 million for 2028.

The following tables present the categories of intangible assets by segment as of December 31, 2023 and 2022 (in millions, except as stated):


											Weighted
	December 31, 2023										Average
			North American		Europe and						Amortization
	Options		Equities		Asia Pacific		Global FX		Digital		Period (in years)
Trading registrations and licenses	$	95.5	$	606.0	$	209.6	$	—	$	25.0	Indefinite
Customer relationships		46.6		413.9		216.1		140.0		—	15
Market data customer relationships		53.6		322.0		61.6		64.4		—	8
Technology		28.1		56.9		34.2		22.5		70.0	7
Trademarks and tradenames		12.9		8.2		2.4		1.2		—	6
Digital assets held		—		—		—		—		0.1	Indefinite
Accumulated amortization		(102.6)		(471.7)		(171.4)		(171.9)		(11.7)
	$	134.1	$	935.3	$	352.5	$	56.2	$	83.4


											Weighted
	December 31, 2022										Average
			North American		Europe and						Amortization
	Options		Equities		Asia Pacific		Global FX		Digital		Period (in years)
Trading registrations and licenses	$	95.5	$	605.3	$	199.5	$	—	$	25.0	Indefinite
Customer relationships		46.6		412.8		208.9		140.0		—	16
Market data customer relationships		53.6		322.0		58.4		64.4		—	9
Technology		28.1		56.4		32.8		22.5		70.0	8
Trademarks and tradenames		12.9		8.2		2.3		1.2		—	7
Digital assets held		—		—		—		—		0.9	Indefinite
Accumulated amortization		(90.6)		(411.9)		(142.0)		(155.3)		(4.7)
	$	146.1	$	992.8	$	359.9	$	72.8	$	91.2

Cboe Digital holds customer digital assets in customer accounts, referred to as wallets, either through a licensed trust company, third-party custodian or in separate and distinct wallets managed by Cboe Digital. Cboe Digital, together with its third-party custodian, secures customers’ digital assets and protects them from loss or theft. Customer digital assets are held in omnibus wallets for the benefit of customers of Cboe Digital and Cboe Digital maintains the records of the amount and type of digital asset owned by each of its customers in omnibus wallets. The amount of customer digital assets held by Cboe Digital is reflected within digital assets – safeguarded assets and digital assets – safeguarded liabilities in the consolidated balance sheets. In addition, Cboe Digital maintains an immaterial amount of its own digital assets to facilitate customer trading.