# CBOE TRADING, INC. X-17A-5 (2023-02-23) — Broker-dealer annual report - Company: CBOE TRADING, INC. - Form: X-17A-5 - Filed: 2023-02-23 - Period: 2022-12-31 - Accession: 0001335709-23-000001 - CIK: 1335709 - File #: 8-67043 - Type: Broker-dealer - Material weakness: No - Auditor: KMPG LLP - Auditor location: Kansas City, MO - Contact: Sydney Goodman - Phone: 913-216-0912 - Signed by: Sydney Goodman (Treasurer and Financial Operations Principal) Original filing: https://www.sec.gov/Archives/edgar/data/1335709/000133570923000001/SEC_Pub_Cboe_Trading_2022.pdf --- {0}------------------------------------------------ ### UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB APPROVAL OMB Number: Expires: Estimated average burden hours per response: SEC FILE NUMBER # ANNUAL REPORTS FORM X-17A-5 PART III | | | OMB APPROVAL | |---------------------------------------------------------------------------------------------------------------------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------|-----------------------------------------------------| | | UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 | OMB Number:
Expires:
Estimated average burden | | | ANNUAL REPORTS | | | | FORM X-17A-5 | | | | PART III | | | | FACING PAGE
Information Required Pursuant to Rules 17a-5, 17a-12, and 18a-7 under the Securities Exchange Act of 1934 | | | | FILING FOR THE PERIOD BEGINNING _____________________ AND ENDING ______________________ | | | | MM/DD/YY | MM/DD/YY | | | A.
REGISTRANT IDENTIFICATION | | | | NAME OF FIRM: _______________________________________________________________________ | | | TYPE OF REGISTRANT (check all applicable boxes):
Broker-dealer
Check here if respondent is also an OTC derivatives dealer | Security-based swap dealer | Major security-based swap participant | | | ADDRESS OF PRINCIPAL PLACE OF BUSINESS: (Do not use a P.O. box no.) | | | | _____________________________________________________________________________________ | | | | (No. and Street) | | | | _____________________________________________________________________________________ | | | (City) | (State) | (Zip Code) | | PERSON TO CONTACT WITH REGARD TO THIS FILING | | | | | | | | | | | | _____________________________________________________________________________________ | | | | (Name) | (Area Code – Telephone Number) | (Email Address) | | | B.
ACCOUNTANT IDENTIFICATION | | | | INDEPENDENT PUBLIC ACCOUNTANT whose reports are contained in this filing* | | | | | | | | _____________________________________________________________________________________
(Name – if individual, state last, first, and middle name) | | | | | | | (Address) | _____________________________________________________________________________________
(City) | (State)
(Zip Code) | | | _____________________________________________________________________________________ | | \* Claims for exemption from the requirement that the annual reports be covered by the reports of an independent public accountant must be supported by a statement of facts and circumstances relied on as the basis of the exemption. See 17 CFR 240.17a-5(e)(1)(ii), if applicable. Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. {1}------------------------------------------------ | Sydney Goodman | swear (or affirm) that, to the best of my knowledge and belief, the | |---------------------------------------------------------------|---------------------------------------------------------------------| | financial report pertaining to the firm of Cboe Trading, Inc. | | - - - - - - - - - - - - - - - - - - - - - - - - - - - {2}------------------------------------------------ # Cboe Trading, Inc. Financial Statement (With Report of Independent Registered Public Accounting Firm Thereon) As of December 31, 2022 {3}------------------------------------------------ ![](_page_3_Picture_0.jpeg) KPMG LLP Suite 1100 1000 Walnut Street Kansas City, MO 64106-2162 ## Report of Independent Registered Public Accounting Firm To the Stockholder and the Board of Directors Cboe Trading, Inc.: ### Opinion on the Financial Statement We have audited the accompanying statement of financial condition of Cboe Trading, Inc. (the Company) as of December 31, 2022, and the related notes (collectively, the financial statement). In our opinion, the financial statement presents fairly, in all material respects, the financial position of the Company as of December 31, 2022, in conformity with U.S. generally accepted accounting principles. ### Basis for Opinion This financial statement is the responsibility of the Company's management. Our responsibility is to express an opinion on this financial statement based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statement is free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the financial statement, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statement. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statement. We believe that our audit provides a reasonable basis for our opinion. February 22, 2023 We have served as the Company's auditor since 2020. Kansas City, Missouri {4}------------------------------------------------ #### Cboe Trading, Inc. #### Statement of Financial Condition | Cboe Trading, Inc. | | |----------------------------------------------------------------------------|------------------| | Statement of Financial Condition | | | December 31, 2022 | | | Assets | | | Cash | \$
33,768,665 | | Deposits with clearing counterparty | 1,402,983 | | Receivables: | | | Receivables from non-customers | 162,494 | | Receivables from affiliates, net | 6,515,066 | | Total receivables | 6,677,560 | | Securities owned, at fair value | 483,342 | | Deferred tax assets | 599,759 | | Total assets | \$
42,932,309 | | Liabilities and Stockholder's Equity | | | Liabilities: | | | Accounts payable and accrued expenses | \$
15,310,142 | | Payable to affiliates | 3,026,768 | | Total liabilities | 18,336,910 | | Commitments and contingencies (note 7) | | | Stockholder's equity: | | | Common stock, \$0.01 par value: 1,000 shares authorized; 100 shares issued | | | and outstanding | 1 | | Additional paid-in capital | 186,700 | | Retained earnings | 24,408,698 | | Total stockholder's equity | 24,595,399 | | Total liabilities and stockholder's equity | \$
42,932,309 | See accompanying notes to financial statement. {5}------------------------------------------------ #### (1) Nature of Business Cboe Trading, Inc. (the Company or Cboe) is registered with the U.S. Securities and Exchange Commission (SEC) as a securities broker-dealer. The sole function of the Company is to route orders to other market centers on behalf of Cboe BZX Exchange, Inc. (BZX), Cboe BYX Exchange, Inc. (BYX), Cboe EDGX Exchange, Inc. (EDGX), Cboe EDGA Exchange, Inc. (EDGA), Cboe C2 Exchange, Inc. (C2), and Cboe Exchange, Inc. (Cboe Options) (together, the Exchanges), which operate as national stock and option exchanges, as applicable. Cboe and the Exchanges are wholly owned by Cboe Global Markets, Inc. (the Parent). The Company does not claim an exemption from SEC Rule 15c3-3, in reliance on footnote 74 to SEC Release 34-70073 in that the Company limits its business activities exclusively to routing orders to other market centers for execution in accordance with member orders and requirements. The Company does not directly or indirectly receive, hold, or otherwise owe funds or securities for or to customers, did not carry accounts of or for customers, and did not carry PAB accounts throughout the most recent fiscal year without exception. ### (2) Summary of Significant Accounting Policies ### (a) Principles of Accounting The financial statement is presented in conformity with generally accepted accounting principles in the United States (GAAP) as established by the Financial Accounting Standards Board (FASB). References to GAAP in these footnotes are to the FASB Accounting Standards Codification (ASC or Codification). #### (b) Use of Estimates The preparation of financial statement in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as well as disclosure of the amounts of contingent assets and liabilities at the date of the financial statement. Actual results could differ significantly from those estimates. #### (c) Cash The Company maintains its cash at various financial institutions and brokerage firms that, at times, may be in excess of the federal insurance limits. The Company's management regularly monitors the institutions and believes that the potential for future loss is remote. #### (d) Restricted Cash The Company maintains cash balances deposited with clearing counterparties for the settlement of trades to satisfy obligations of the Company. The Company's management regularly monitors the counterparties and believes that the potential for future loss is remote. ### (e) Receivables On a periodic basis, management evaluates the Company's receivables from non-customers and records an allowance for expected credit losses in accordance with Accounting Standards Codification 326, Financial Instruments – Credit Losses. Due to the short-term nature of the receivables from non-customers, changes in future economic conditions are not expected to have a significant impact on the expected credit losses. {6}------------------------------------------------ Receivables from non-customers are presented net of allowance for credit losses on the statement of financial condition and the associated losses are presented in other expenses on the statement of income. There has been no history of any losses associated with accounts receivable. Based upon the Company's assessment of historical information, credit risk, and collectability, no allowance for uncollectible accounts has been recorded. ### (f) Securities Owned Securities owned are recorded at fair value. Securities owned as of December 31, 2022 consist of U.S. Treasury securities. ### (3) Fair Value Measurement Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date and sets out a fair value hierarchy. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). Inputs are broadly defined as assumptions market participants would use in pricing an asset or liability. The three levels of the fair value hierarchy are described below: Level 1: Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. The types of investments included in Level 1 include listed equities and listed derivatives. Level 2: Inputs other than quoted prices within Level 1 that are observable for the asset or liability, either directly or indirectly; fair value is determined through the use of models or other valuation methodologies. Investments which are generally included in this category include corporate bonds and loans, less liquid and restricted equity securities and certain over-the-counter derivatives. A significant adjustment to a Level 2 input could result in the Level 2 measurement becoming a Level 3 measurement. Level 3: Inputs are unobservable for the asset or liability and include situations where there is little, if any, market activity for the asset or liability. The inputs into the determination of fair value are based upon the best information in the circumstances and may require significant management judgment or estimation. Investments that are included in this category generally include equity and debt positions in private companies. Securities owned as of December 31, 2022 consist of U.S. Treasury securities. These securities are valued on a recurring basis by obtaining feeds from a number of live data sources, including active market makers and inter-dealer brokers, and mature in less than one year from the statement of financial condition date, and are considered to be Level 1 assets. #### (4) Net Capital Requirements The Company is subject to the SEC Uniform Net Capital Rule (SEC Rule 15c3-1), which requires the maintenance of minimum net capital. The SEC's requirement also provides that equity capital may not be withdrawn or cash dividends paid if certain minimum net capital requirements are not met. The Company computes its net capital requirements under the basic method provided for in SEC Rule 15c3-1, which, as of December 31, 2022, requires the Company to maintain net capital equal to {7}------------------------------------------------ the greater of 6-2/3% of aggregate indebtedness items, as defined, or \$100,000. At December 31, 2022, the Company had net capital of \$17,313,247, which was \$16,090,786 in excess of its required net capital of \$1,222,461. The ratio of aggregate indebtedness to net capital was 1.1 to 1. #### (5) Related Party Transactions The Company has entered into an Administrative Services and Support Agreement with the Exchanges. Pursuant to this agreement, the Exchanges provide certain shared services to the Company such as accounting and payroll. Costs for services provided and other expenses, such as facilities fees, professional fees, technology support, travel, and promotional costs, are allocated to the Company from the Exchanges in accordance with the Administrative Services and Support Agreement. The payable to affiliates for this agreement was \$3,026,768 as of December 31, 2022. The Company settles all activity with the Exchanges through the Parent monthly. ### (6) Income Taxes Net deferred tax assets consist of the following components as of December 31, 2022: | Deferred tax assets: | | |---------------------------|---------------| | Unrecognized tax benefits | \$
599,759 | | Total deferred tax assets | \$
599,759 | Management believes it is more likely than not that the deferred tax assets will be realized based upon expectations of future taxable income. A reconciliation of the unrecognized tax benefits, which are presented in accounts payable and accrued expenses in the statement of financial condition for the year ended December 31, 2022 is as follows: | Balance at December 31, 2021 | \$
1,857,238 | |------------------------------------------|-----------------| | Additions for current year tax positions | 391,922 | | Additions for prior year tax positions | 108,702 | | Reduction for prior year tax positions | (48,438) | | Balance at December 31, 2022 | \$
2,309,424 | At December 31, 2022, the Company had \$1,842,893 of unrecognized tax benefits, net of federal income tax benefit that, if recognized, would affect the effective tax rate. The Company had accrued interest and penalties of \$512,744 related to uncertain tax positions at December 31, 2022. The Company files consolidated federal and state income tax returns with the Parent. Income tax liabilities of the income tax filing group are allocated by the Parent to the subsidiaries on a pro-rata basis. As of December 31, 2022, the Company recorded a payable to the Parent of \$3,292,498 for income tax liabilities. Such payable is included in accounts payable and accrued expenses and is settled with the Parent annually. The Company's open tax years are 2011 through 2016 and 2019 through 2022. The Parent is under income tax examination for federal tax purposes for tax years 2011 through 2016 and in certain states {8}------------------------------------------------ for various periods. The Company believes the aggregate amount of any additional liabilities that may result from examinations, if any, will not have a material adverse effect on the financial position, results of operations, or cash flows of the Company. The Company is included in a petition with the United States Tax Court filed on January 13, 2017 and November 29, 2018 for a redetermination of Internal Revenue Service notices of deficiency for the Parent and certain of its subsidiaries, including the Company, for tax years 2011 through 2015 related to its Section 199 deduction claims. These petitions resulted in the establishment of three cases before the U.S. Tax Court. The Parent also filed a complaint on October 5, 2018 with the Court of Federal Claims for a refund of Section 199 claims related to tax years 2008 through 2010. The complaint resulted in the establishment of a single case before the Court of Federal Claims. The first case that went to trial involved certain subsidiaries related to electronic trading for tax years 2011, 2012 and 2013. The U.S. Tax Court held the trial remotely from May 24, 2021 to June 1, 2021. On March 31, 2022, the U.S. Tax Court issued its decision rejecting the Company's basis for its Petition (the "Opinion"). On May 26, 2022, the U.S. Tax Court entered its decision, which gave effect to the Opinion. On August 22, 2022, the Company filed a notice of appeal with the U.S. Court of Appeals for the 10th Circuit, and briefing is underway. Two cases remain pending in U.S. Tax Court, as does the case pending before the Court of Federal Claims. Trial dates in those cases have not been established. One of the two cases pending before the U.S. Tax Court involves certain subsidiaries (different from those that were involved in the first case that went to trial) related to trading for tax years 2011 through 2013. On August 26, 2022, the IRS filed a motion for partial summary judgment, and briefing has concluded. On February 2, 2023, the U.S. Tax Court issued an order denying the IRS's motion for partial summary. As a result of the Opinion, the Company's Section 199 positions no longer meet the recognition threshold provided by ASC 740-10. Accordingly, the Company increased its provision for income taxes in order to fully reserve for the expected aggregate amount of additional liabilities that the Company currently expects would result from these cases if they were all decided against the Company. As of December 31, 2022, the Parent has not resolved these matters, and proceedings continue in U.S. Tax Court and the Court of Federal Claims. #### (7) Commitments and Contingencies The Company is subject to reviews and inspections by the SEC and the Financial Industry Regulatory Authority, Inc. (FINRA). Additionally, from time to time the Company is also involved in various legal proceedings arising in the ordinary course of business. The Company does not believe that the outcome of any of these reviews, inspections, or other legal proceedings will have a material impact on the financial statement; however, litigation is subject to many uncertainties, and the outcome of individual litigated matters is not predictable with assurance. The Company provides the Exchanges with access to other market centers when routing their orders to those market centers for execution. In connection with this service, the Company may assume ownership of a position in securities. This may occur, for example, when a market center to which the Company has routed an Exchange's order experiences systemic issues and is unable to determine the status of that order. When this happens, the Company may make a business decision to have the Cboe exchange that submitted the order to the Company provide a cancellation notice to the Exchange's customer, relieving its customer of any liability with respect to the order. The Company {9}------------------------------------------------ may be informed later, however, that the order was executed at the market center to which it was routed, in which case the Company would be required to take ownership of that securities position. The third-party clearing brokers maintain error accounts on behalf of the Company into which such positions settle, and the Company requires the respective clearing broker to trade out of those positions as expeditiously as possible, which could result in the Company incurring trading losses. In addition, with respect to orders the Company routes to other markets for execution on behalf of the Exchanges, the Company is exposed to counterparty credit risk in the case of failure to perform on the part of routing and clearing firms that are involved in processing equities and options transactions on the Company's behalf, as well as failure on the part of such brokers to pass back any transactional rebates. The Company uses Wedbush Securities, Inc. (Wedbush Securities) and Morgan Stanley & Co. LLC (Morgan Stanley) to clear its routed cash equities transactions. Wedbush Securities and Morgan Stanley guarantee the trade until one day after the trade date, after which time the National Securities Clearing Corporation (NSCC) provides a guarantee. Thus, the Company is potentially exposed to counterparty credit risk on equity trades routed to another market center between the trade date and one day after the trade date in the event that Wedbush or Morgan Stanley fails to perform. In the case of a failure to perform on the part of one of its clearing firms, Wedbush Securities or Morgan Stanley, the Company provides the guarantee to the counterparty to the trade. The Company believes that any potential requirement for the Company to make payments under these guarantees is remote and accordingly, has not recorded any liability in the financial statement for these guarantees. Additionally, the Company uses Wedbush to clear trades routed through affiliates of Credit Suisse Securities (USA) LLC as well as for trades routed directly to other exchanges and optionally dark pools. Morgan Stanley clears trades routed through the Morgan Stanley routing brokers and also clears executions routed to most dark pools. The Company maintains counterparty credit risk exposure from routing brokers with respect to rebates earned until completion of the routing brokers next invoice cycle following the execution. The Options Clearing Corporation (OCC) acts as a central counterparty on all transactions in listed equity options, and as such, guarantees clearance and settlement of all of the Company's routed options transactions. With respect to U.S. listed equity and exchange traded product options, the Company is subject to counterparty credit risk exposure with respect to rebates earned from routing brokers until completion of the routing brokers' next invoice cycle has completed for an execution. #### (8) Subsequent Events The Company performed an evaluation of events that have occurred subsequent to December 31, 2022, through February 22, 2023, which is the date the financial statement was issued. There have been no subsequent events that have occurred during such period that would require disclosure in the financial statement or would be required to be recognized in the financial statement as of December 31, 2022. Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.