UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2021


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-34774

Cboe Global Markets, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	20-5446972
(State or Other Jurisdiction of	(I.R.S. Employer
Incorporation or Organization)	Identification No.)

433 West Van Buren Street, Chicago, Illinois	60607
(Address of Principal Executive Offices)	(Zip Code)

(312) 786-5600

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class:	Trading Symbol	Name of each exchange on which registered:
Common Stock, par value $0.01 per share	CBOE	CboeBZX

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ⌧ No ◻

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ◻

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large Accelerated filer	☒	Accelerated Filer	◻	Non-accelerated Filer	◻

Smaller Reporting Company	☐	Emerging Growth Company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ◻

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ⌧

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date:


Class		October 22, 2021
Common Stock, par value $0.01 per share		106,642,977 shares

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TABLE OF CONTENTS


		Page
PART I. FINANCIAL INFORMATION		7
Item 1.	Financial Statements (unaudited)	7
	Condensed Consolidated Balance Sheets—As of September 30, 2021 and December 31, 2020	7
	Condensed Consolidated Statements of Income—Three and Nine Months Ended September 30, 2021 and 2020	8
	Condensed Consolidated Statements of Comprehensive Income—Three and Nine Months Ended September 30, 2021 and 2020	9
	Condensed Consolidated Statements of Changes in Stockholders’ Equity—Three and Nine Months Ended September 30, 2021 and 2020	10
	Condensed Consolidated Statements of Cash Flows—Nine Months Ended September 30, 2021 and 2020	12
	Notes to Condensed Consolidated Financial Statements	13

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	42
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	69
Item 4.	Controls and Procedures	72

PART II. OTHER INFORMATION		73
Item 1.	Legal Proceedings	73
Item 1A.	Risk Factors	74
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	75
Item 3.	Defaults upon Senior Securities	75
Item 4.	Mine Safety Disclosures	75
Item 5.	Other Information	75
Item 6.	Exhibits	76

SIGNATURES		77

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CERTAIN DEFINED TERMS

Throughout this document, unless otherwise specified or the context so requires:

●

“Cboe,” “we,” “us,” “our” or “the Company” refers to Cboe Global Markets, Inc. and its subsidiaries.

●

“ADV” means average daily volume.

●

“ADNV” means average daily notional value.

●

“AFM” refers to the Netherlands Authority for the Financial Markets.

●

“ATS” refers to an alternative trading system.

●

“Bats Global Markets” and “Bats” refer to our wholly-owned subsidiary Bats Global Markets, Inc., now known as Cboe Bats, LLC, and its subsidiaries.

●

“BIDS Trading” refers to BIDS Trading, L.P., a wholly-owned subsidiary of Cboe Global Markets, Inc. The ATS operated by BIDS Trading is not a registered national securities exchange or a facility thereof.

●

“BYX” refers to Cboe BYX Exchange, Inc., a wholly-owned subsidiary of Cboe Global Markets, Inc.

●

“BZX” refers to Cboe BZX Exchange, Inc., a wholly-owned subsidiary of Cboe Global Markets, Inc.

●

“C2” refers to Cboe C2 Exchange, Inc., a wholly-owned subsidiary of Cboe Global Markets, Inc.

●

“Cboe Chi-X Europe” refers to Cboe Chi-X Europe Limited, a wholly-owned subsidiary of Cboe Global Markets, Inc.

●

“Cboe Europe Equities and Derivatives” refers to the combined businesses of Cboe Europe and Cboe NL.

●

“Cboe Europe” refers to Cboe Europe Limited, a wholly-owned subsidiary of Cboe Global Markets, Inc., the UK operator of our Multilateral Trading Facility (“MTF”), our Regulated Market (“RM”), and our Approved Publication Arrangement (“APA”) under its Recognized Investment Exchange (“RIE”) status.

●

“Cboe FX” refers to Cboe FX Markets, LLC, a wholly-owned subsidiary of Cboe Global Markets, Inc.

●

“Cboe NL” refers to Cboe Europe BV, a wholly-owned subsidiary of Cboe Global Markets, Inc., the Netherlands operator of our MTF, RM, and APA.

●

“Cboe Options” refers to Cboe Exchange, Inc., a wholly-owned subsidiary of Cboe Global Markets, Inc.

●

“Cboe SEF” refers to Cboe SEF, LLC, a wholly-owned subsidiary of Cboe Global Markets, Inc.

●

“Cboe Swiss” refers to Cboe Switzerland GmbH, a wholly-owned subsidiary of Cboe Global Markets, Inc.

●

“Cboe Trading” refers to Cboe Trading, Inc., a wholly-owned subsidiary of Cboe Global Markets, Inc., operated in the United States.

●

“Chi-X Asia Pacific” refers to Chi-X Asia Pacific Holdings, Ltd., a wholly-owned subsidiary of Cboe Global Markets, Inc.

●

“CFE” refers to Cboe Futures Exchange, LLC, a wholly-owned subsidiary of Cboe Global Markets, Inc.

●

“CFTC” refers to the U.S. Commodity Futures Trading Commission.

●

“EDGA” refers to Cboe EDGA Exchange, Inc., a wholly-owned subsidiary of Cboe Global Markets, Inc.

●

“EDGX” refers to Cboe EDGX Exchange, Inc., a wholly-owned subsidiary of Cboe Global Markets, Inc.

●

“ESMA” refers to the European securities and Markets Authority.

●

“EuroCCP” refers to European Central Counterparty N.V., a wholly-owned subsidiary of Cboe Global Markets, Inc.

●

“Exchanges” refers to Cboe Options, C2, BZX, BYX, EDGX, and EDGA.

●

“FASB” refers to the Financial Accounting Standards Board.

●

“FCA” refers to the UK Financial Conduct Authority.

●

“FINRA” refers to the Financial Industry Regulatory Authority.

●

“GAAP” refers to Generally Accepted Accounting Principles in the United States.

●

“IIROC” refers to the Investment Industry Regulatory Organization of Canada.

●

“MATCHNow” refers to TriAct Canada Marketplace LP, a wholly-owned subsidiary of Cboe Global Markets, Inc., the operator of our Canadian ATS called MATCHNow.

●

“Merger” refers to our acquisition of Bats Global Markets, completed on February 28, 2017.

●

“OCC” refers to The Options Clearing Corporation.

●

“OPRA” refers to Options Price Reporting Authority, LLC.

●

“SEC” refers to the U.S. Securities and Exchange Commission.

●

“SPX” refers to our S&P 500 Index exchange-traded options products.

●

“TPH” refers to either a Trading Permit Holder or a Trading Privilege Holder.

●

“VIX” refers to our Cboe Volatility Index exchange traded options and futures products.

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TRADEMARK AND OTHER INFORMATION

Cboe^®, Cboe Global Markets^®, Bats^®, BIDS Trading^®, BYX^®, BZX^®, Cboe Options Institute^®, Cboe Vest^®, Cboe Volatility Index^®, CFE^®, CHI-X^®, EDGA^®, EDGX^®, EuroCCP^®, Hybrid^®, LiveVol^®, MATCHNow^®, Silexx^® and VIX^® are registered trademarks, and Cboe Futures Exchange^SM, C2^SM, f(t)options^SM, Hanweck^SM, and Trade Alert^SM are service marks of Cboe Global Markets, Inc. and its subsidiaries. Standard & Poor's^®, S&P^®, S&P 100^®, S&P 500^® and SPX^® are registered trademarks of Standard & Poor's Financial Services LLC and have been licensed for use by Cboe Exchange, Inc. Dow Jones^®, Dow Jones Industrial Average^®, DJIA^® and Dow Jones Indices are registered trademarks or service marks of Dow Jones Trademark Holdings, LLC, used under license. Russell^® and the Russell index names are registered trademarks of Frank Russell Company, used under license. FTSE^® and the FTSE indices are trademarks and service marks of FTSE International Limited, used under license. All other trademarks and service marks are the property of their respective owners.

MSCI and the MSCI index names are service marks of MSCI Inc. (“MSCI”) or its affiliates and have been licensed for use by us. Any derivative indices and any financial products based on the derivative indices (“MCSI-Based Products”) are not sponsored, guaranteed or endorsed by MSCI, its affiliates or any other party involved in, or related to, making or compiling such MSCI index. Neither MSCI, its affiliates nor any other party involved in, or related to, making or compiling any MSCI index makes any representations regarding the advisability of investing in such MSCI-Based Products; makes any warranty, express or implied; or bears any liability as to the results to be obtained by any person or any entity from the use of any such MSCI index or any data included therein. No purchaser, seller or holder of any MSCI-Based Product, or any other person or entity, should use or refer to any MSCI trade name, trademark or service mark to sponsor, endorse, market or promote any security without first contacting MSCI to determine whether MSCI’s permission is required.

This Quarterly Report on Form 10-Q includes market share and industry data that we obtained from industry publications and surveys, reports of governmental agencies and internal company surveys. Industry publications and surveys generally state that the information they contain has been obtained from sources believed to be reliable, but we cannot assure you that this information is accurate or complete. We have not independently verified any of the data from third-party sources nor have we ascertained the underlying economic assumptions relied upon therein. Statements as to our market position are based on the most currently available market data. While we are not aware of any misstatements regarding industry data presented herein, our estimates involve risks and uncertainties and are subject to change based on various factors. We refer you to the “Risk Factors” in Part II, Item 1A of this Quarterly Report on Form 10-Q and our other filings with the SEC.

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FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve a number of risks and uncertainties. You can identify these statements by forward-looking words such as “may,” “might,” “should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential” or “continue,” and the negative of these terms and other comparable terminology. All statements that reflect our expectations, assumptions or projections about the future other than statements of historical fact are forward-looking statements, including statements in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section of this Report. These forward-looking statements, which are subject to known and unknown risks, uncertainties and assumptions about us, may include projections of our future financial performance based on our growth strategies and anticipated trends in our business. These statements are only predictions based on our current expectations and projections about future events. There are important factors that could cause our actual results, level of activity, performance or achievements to differ materially from those expressed or implied by the forward-looking statements. In particular, you should consider the risks and uncertainties described under “Risk Factors” in Part II, Item 1A of this Quarterly Report on Form 10-Q and our other filings with the SEC.

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

Some factors that could cause actual results to differ include:

●

the impact of the novel coronavirus (“COVID-19”) pandemic, including changes to trading behavior broadly in the market;

●

the loss of our right to exclusively list and trade certain index options and futures products;

●

economic, political and market conditions;

●

compliance with legal and regulatory obligations;

●

price competition and consolidation in our industry;

●

decreases in trading or clearing volumes, market data fees or a shift in the mix of products traded on our exchanges;

●

legislative or regulatory changes or changes in tax regimes;

●

our ability to protect our systems and communication networks from security risks, cybersecurity risks, insider threats and unauthorized disclosure of confidential information;

●

increasing competition by foreign and domestic entities;

●

our dependence on and exposure to risk from third parties;

●

fluctuations to currency exchange rates;

●

factors that impact the quality and integrity of our indices;

●

our ability to operate our business without violating the intellectual property rights of others and the costs associated with protecting our intellectual property rights;

●

our ability to attract and retain skilled management and other personnel;

●

our ability to minimize the risks, including our credit and default risks, associated with operating a European clearinghouse;

●

our ability to accommodate trading and clearing volume and transaction traffic, including significant increases, without failure or degradation of performance of our systems;

●

misconduct by those who use our markets or our products or for whom we clear transactions;

●

challenges to our use of open source software code;

●

our ability to meet our compliance obligations, including managing potential conflicts between our regulatory responsibilities and our for-profit status;

●

our ability to maintain BIDS Trading as an independently managed and operated trading venue, separate from and not integrated with our registered national securities exchanges;

●

damage to our reputation;

●

the ability of our compliance and risk management methods to effectively monitor and manage our risks;

●

our ability to manage our growth and strategic acquisitions or alliances effectively;

●

restrictions imposed by our debt obligations and our ability to make payments on or refinance our debt obligations;

●

our ability to maintain an investment grade credit rating;

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●

impairment of our goodwill, long-lived assets, investments or intangible assets; and

●

the accuracy of our estimates and expectations.

For a detailed discussion of these and other factors that might affect our performance, see Part II, Item 1A of this Report. We do not undertake, and expressly disclaim, any duty to update any forward-looking statement whether as a result of new information, future events or otherwise, except as required by law. We caution you not to place undue reliance on the forward-looking statements, which speak only as of the date of this filing.

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PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

Cboe Global Markets, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(unaudited)

(in millions, except par value data and share amounts)


	September 30,		December 31,
	2021		2020
Assets
Current assets:
Cash and cash equivalents	$	392.4	$	245.4
Financial investments		26.7		92.4
Accounts receivable, net of $1.3 allowance for credit losses at September 30, 2021 and $0.6 at December 31, 2020		324.2		337.3
Margin deposits and clearing funds		1,665.6		812.1
Income taxes receivable		48.3		53.1
Other current assets		41.6		26.5
Total current assets		2,498.8		1,566.8

Investments		36.0		42.7
Land		2.3		—
Property and equipment, net		102.4		82.6
Property held for sale		—		13.0
Operating lease right of use assets		114.1		111.0
Goodwill		3,024.7		2,895.1
Intangible assets, net		1,701.0		1,729.0
Other assets, net		103.4		76.3
Total assets	$	7,582.7	$	6,516.5
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable and accrued liabilities	$	259.6	$	250.0
Section 31 fees payable		9.7		152.9
Deferred revenue		13.9		10.2
Margin deposits and clearing funds		1,665.6		812.1
Income taxes payable		5.7		4.2
Current portion of long-term debt		—		68.7
Current portion of contingent consideration liabilities		63.2		15.2
Total current liabilities		2,017.7		1,313.3

Long-term debt		1,298.9		1,135.2
Unrecognized tax benefits		196.8		164.7
Deferred income taxes		393.9		377.6
Non-current operating lease liabilities		132.9		132.1
Contingent consideration liabilities		12.0		17.5
Other non-current liabilities		33.5		27.2
Total liabilities		4,085.7		3,167.6
Commitments and contingencies

Stockholders’ equity:
Preferred stock, $0.01 par value: 20,000,000 shares authorized, no shares issued and outstanding at September 30, 2021 and December 31, 2020		—		—
Common stock, $0.01 par value: 325,000,000 shares authorized, 126,226,121 and 106,642,977 shares issued and outstanding, respectively at September 30, 2021 and 125,998,967 and 107,299,933 shares issued and outstanding, respectively at December 31, 2020		1.3		1.2
Common stock in treasury, at cost, 19,583,144 shares at September 30, 2021 and 18,699,034 shares at December 31, 2020		(1,337.7)		(1,250.4)
Additional paid-in capital		2,736.3		2,713.3
Retained earnings		2,031.1		1,809.8
Accumulated other comprehensive income, net		66.0		75.0
Total stockholders’ equity		3,497.0		3,348.9
Total liabilities and stockholders’ equity	$	7,582.7	$	6,516.5

See accompanying notes to condensed consolidated financial statements.

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Cboe Global Markets, Inc. and Subsidiaries

Condensed Consolidated Statements of Income

(unaudited)

(in millions, except per share data)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
Revenues:
Transaction and clearing fees	$	632.9	$	545.5	$	2,014.3	$	1,825.3
Access and capacity fees		72.8		60.6		206.3		174.0
Market data fees		62.0		59.5		188.6		174.4
Regulatory fees		34.6		113.8		173.0		379.3
Other revenue		14.5		13.3		46.2		29.9
Total revenues		816.8		792.7		2,628.4		2,582.9
Cost of revenues:
Liquidity payments		375.3		359.4		1,255.0		1,167.4
Routing and clearing		19.0		14.9		66.0		48.6
Section 31 fees		27.9		105.4		148.6		351.8
Royalty fees		22.0		17.6		62.6		64.4
Other		3.1		3.4		10.6		3.5
Total cost of revenues		447.3		500.7		1,542.8		1,635.7
Revenues less cost of revenues		369.5		292.0		1,085.6		947.2
Operating expenses:
Compensation and benefits		74.0		59.2		214.0		167.4
Depreciation and amortization		42.8		39.5		125.4		118.0
Technology support services		16.7		15.1		50.1		39.5
Professional fees and outside services		24.0		15.8		62.0		43.0
Travel and promotional expenses		2.3		1.2		5.8		4.2
Facilities costs		5.8		4.5		16.5		12.7
Acquisition-related costs		6.7		6.2		11.9		16.4
Other expenses		6.5		11.2		14.6		18.6
Total operating expenses		178.8		152.7		500.3		419.8
Operating income		190.7		139.3		585.3		527.4
Non-operating (expenses) income:
Interest expense, net		(11.7)		(9.5)		(36.3)		(24.1)
Other (expense) income, net		(5.2)		33.6		(3.1)		34.2
Income before income tax provision		173.8		163.4		545.9		537.5
Income tax provision		53.4		53.5		182.8		156.6
Net income		120.4		109.9		363.1		380.9
Net income allocated to participating securities		(0.4)		(0.3)		(1.1)		(1.0)
Net income allocated to common stockholders	$	120.0	$	109.6	$	362.0	$	379.9
Basic earnings per share	$	1.12	$	1.01	$	3.38	$	3.47
Diluted earnings per share	$	1.12	$	1.01	$	3.38	$	3.46

Basic weighted average shares outstanding		106.8		108.7		107.0		109.5
Diluted weighted average shares outstanding		107.0		108.8		107.2		109.8

See accompanying notes to condensed consolidated financial statements.

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Cboe Global Markets, Inc. and Subsidiaries

Condensed Consolidated Statements of Comprehensive Income

(unaudited)

(in millions)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
Net income	$	120.4	$	109.9	$	363.1	$	380.9
Other comprehensive income (loss), net of income tax:
Foreign currency translation adjustments		(19.7)		31.6		(8.9)		(9.4)
Unrealized holding losses on financial investments		—		—		—		(0.3)
Post-retirement benefit obligations		(0.1)		—		(0.1)		1.1
Comprehensive income		100.6		141.5		354.1		372.3
Comprehensive income allocated to participating securities		(0.4)		(0.3)		(1.1)		(1.0)
Comprehensive income allocated to common stockholders, net of income tax	$	100.2	$	141.2	$	353.0	$	371.3

See accompanying notes to condensed consolidated financial statements.

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Cboe Global Markets, Inc. and Subsidiaries

Condensed Consolidated Statements of Changes in Stockholders’ Equity

Three and Nine months ended September 30, 2021 and September 30, 2020

(unaudited)

(in millions, except per share amounts)


											Accumulated
							Additional				other		Total
	Preferred		Common		Treasury		paid-in		Retained		comprehensive		stockholders’
	Stock		Stock		Stock		capital		earnings		income, net		equity
Balance at December 31, 2020	$	—	$	1.2	$	(1,250.4)	$	2,713.3	$	1,809.8	$	75.0	$	3,348.9
Cash dividends on common stock of $0.42 per share		—		—		—		—		(45.3)		—		(45.3)
Stock-based compensation		—		0.1		—		11.7		—		—		11.8
Repurchases of common stock from employee stock plans		—		—		(5.7)		—		—		—		(5.7)
Purchase of common stock		—		—		(47.6)		—		—		—		(47.6)
Shares issued under employee stock purchase plan		—		—		—		0.1		—		—		0.1
Net income		—		—		—		—		137.2		—		137.2
Other comprehensive income		—		—		—		—		—		4.8		4.8
Balance at March 31, 2021	$	—	$	1.3	$	(1,303.7)	$	2,725.1	$	1,901.7	$	79.8	$	3,404.2
Cash dividends on common stock of $0.42 per share		—		—		—		—		(45.0)		—		(45.0)
Stock-based compensation		—		—		—		5.5		—		—		5.5
Repurchases of common stock from employee stock plans		—		—		(0.1)		—		—		—		(0.1)
Purchase of common stock		—		—		(33.7)		—		—		—		(33.7)
Shares issued under employee stock purchase plan		—		—		—		0.1		—		—		0.1
Net income		—		—		—		—		105.5		—		105.5
Other comprehensive income		—		—		—		—		—		6.0		6.0
Balance at June 30, 2021	$	—	$	1.3	$	(1,337.5)	$	2,730.7	$	1,962.2	$	85.8	$	3,442.5
Cash dividends on common stock of $0.48 per share		—		—		—		—		(51.5)		—		(51.5)
Stock-based compensation		—		—				5.5		—		—		5.5
Repurchases of common stock from employee stock plans		—		—		(0.2)		—		—		—		(0.2)
Shares issued under employee stock purchase plan		—		—		—		0.1		—		—		0.1
Net income		—		—		—		—		120.4		—		120.4
Other comprehensive loss		—		—		—		—		—		(19.8)		(19.8)
Balance at September 30, 2021	$	—	$	1.3	$	(1,337.7)	$	2,736.3	$	2,031.1	$	66.0	$	3,497.0

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Cboe Global Markets, Inc. and Subsidiaries

Condensed Consolidated Statements of Changes in Stockholders’ Equity (continued)

(unaudited)

(in millions, except per share amounts)

Accumulated

Additional