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BGC Group Inc

For the period ended Sep 30, 2024. Filed Nov 8, 2024.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2024 · Filed Nov 8, 2024

BGC$10.48+0.2%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2024-06-30; filed 2024-08-08.

0001628280-24-035883

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2024-09-30; filed 2024-11-08.

0001628280-24-046648

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 429 previous paragraphs and 435 current paragraphs.

266 unchanged; 128 reworded; 40 added; 32 removed; 3 previous and 1 current paragraphs rearranged.

Tables are not compared: 9 previous and 9 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (40)

Current report

On September 23, 2024 FMX Futures Exchange launched the trading of SOFR futures, the largest notional futures contract in the world. The FMX Futures Exchange launched with five FCMs, Goldman Sachs, J.P. Morgan, Marex, RBC, and Wells Fargo. FMX expects to connect an additional five to ten of the largest FCMs for the launch of U.S. Treasury futures in the first quarter of 2025.

Current report

•FMX UST generated record ADV of $53 billion for the third quarter, up 40% from third quarter of 2023. This translated into 29.4% market share for the third quarter, compared to 25.3% a year ago.

Current report

•Lucera, our network business providing critical real-time trading infrastructure to the capital markets, grew its revenue by over 34%. Lucera is leveraging its strength in the FX markets and expanding across the Rates landscape.

Current report

On October 22, 2024, the Company announced that it had executed a definitive agreement to acquire OTC Global. At the closing of the proposed acquisition of OTC Global, which is expected to close by the end of the first quarter of 2025, the Company expects to acquire OTC Global in a substantially all cash transaction. The closing of the proposed acquisition of OTC Global is subject to customary closing conditions, including the receipt of applicable regulatory approvals.

Current report

On October 1, 2024, the Company completed the acquisition of Sage Energy Partners, an energy and environmental brokerage firm. This acquisition will expand BGC’s energy brokerage services in the U.S. and support BGC’s global growth efforts across ECS.

Current report

Both the Sage Energy Partners acquisition and the anticipated acquisition of OTC Global are expected to be immediately accretive.

Current report

On October 25, 2024, the SEC adopted rule amendments and a new rule to improve the resilience and recovery and wind-down planning of covered clearing agencies. The rule amendments establish new requirements regarding a covered clearing agency’s collection of intraday margin as well as a covered clearing agency’s reliance on substantive inputs to its risk-based margin model. The new rule prescribes requirements for the contents of a covered clearing agency’s recovery and wind-down plan. The full impact of this change, whether positive or negative, on our industry, our clients or us is unknown at this time.

Current report

On February 6, 2024, the SEC adopted under Exchange Act Rules 3a5-4 and 3a44-2, which expanded the definitions of “dealer” and “government securities dealer” under the Exchange Act to cover additional market participants engaged in liquidity-providing activities. The final rules were published in the Federal Register on February 29, 2024, are effective as of April 29, 2024 with a compliance deadline one year later on April 29, 2025. These rules provide a new standard for determining what it means for a person's securities activities to be conducted “as a part of a regular business” within the definitions of “dealer” and “government securities dealer,” essentially capturing market participants who regularly express trading interest on both sides of the market and earn revenue primarily from bid-ask spreads. This new standard requires such market participants to register as dealers if they meet the criteria. This may have an impact on some of our clients; however, it is not expected to materially affect us or our operational workflows.

Current report

For the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023:

Current report

Our Credit revenues increased by $4.3 million, or 6.7%, to $68.0 million for the three months ended September 30, 2024 as compared to the three months ended September 30, 2023, led by Fenics’ PortfolioMatch and higher emerging market and European credit volumes.

Current report

Our brokerage revenues from Equities increased by $0.7 million, or 1.3%, to $53.3 million for the three months ended September 30, 2024 as compared to the three months ended September 30, 2023, driven by U.S. and European equity derivative volumes, partially offset by lower Asian equity derivative activity.

Current report

Data, network and post-trade revenues increased by $4.9 million, or 17.5%, to $32.7 million for the three months ended September 30, 2024 as compared to the three months ended September 30, 2023. This increase was driven by strong subscription-based revenue growth across Fenics Market Data and Lucera.

Current report

Other revenues remained flat at $5.8 million for both the three months ended September 30, 2024 and 2023.

Current report

Equity-based compensation and allocations of net income to limited partnership units and FPUs increased by $16.4 million, or 23.7%, to $85.7 million for the three months ended September 30, 2024 as compared to the three months ended September 30, 2023. This was primarily driven by a $21.1 million compensation charge for the redemption of Newmark Holdings LPUs held by a former BGC executive officer, who is still employed by the Company, during the third quarter of 2024.

Current report

Interest expense increased by $4.3 million, or 20.9%, to $25.1 million for the three months ended September 30, 2024 as compared to the three months ended September 30, 2023, which was primarily driven by interest expense related to the BGC Group 6.600% Senior Notes issued June 10, 2024, partially offset by no borrowings on the Revolving Credit Agreement during the three months ended September 30, 2024 as compared to $240.0 million of borrowings on the Revolving Credit Agreement during the three months ended September 30, 2023.

Current report

Other expenses increased by $4.9 million, or 22.4%, to $27.0 million for the three months ended September 30, 2024 as compared to the three months ended September 30, 2023, which was primarily due to an increase in revaluation expense and Charity Day contributions expense, partially offset by a decrease in other provisions.

Current report

Nine Months Ended September 30, 2024 Compared to Nine Months Ended September 30, 2023

Current report

Occupancy and equipment expense increased by $5.3 million, or 4.3%, to $127.0 million for both the nine months ended September 30, 2024 as compared to the nine months ended September 30, 2023. This increase was primarily driven by an increase in software licenses and costs for consolidating BGC’s London office space.

Current report

Net income (loss) attributable to noncontrolling interest in subsidiaries decreased by $3.1 million, or 255.7%, to a loss of $1.9 million for the nine months ended September 30, 2024 as compared to a gain of $1.2 million for the nine months ended September 30, 2023.

Current report

The BGC Group 3.750% Senior Notes and the BGC Partners 3.750% Senior Notes matured on October 1, 2024. On October 1, 2024, the Company repaid the $255.5 million principal plus accrued interest on the BGC Group 3.750% Senior Notes and the $44.5 million principal plus accrued interest on the BGC Partners 3.750% Senior Notes using cash on hand and borrowings under the Revolving Credit Agreement.

Current report

On August 8, 2024, the Company filed a Registration Statement on Form S-4, which was declared effective by the SEC on August 23, 2024. On August 26, 2024, the Company launched an exchange offer in which holders of the BGC Group 6.600% Senior Notes, issued in a private placement on June 10, 2024, could exchange such notes for new registered notes with substantially identical terms. The exchange offer expired on September 27, 2024, and the tendered BGC Group 6.600% Senior Notes were exchanged for new registered notes with substantially identical terms.

Current report

On October 7, 2024, the Compensation Committee approved the redemption of 327,127 non-exchangeable Newmark Holdings LPUs and 30,285 non-exchangeable Newmark Holdings PLPUs with a determination amount of $278,258, held by Mr. Windeatt. In connection with this redemption, Mr. Windeatt received 271,362 shares of Newmark Class A common stock (239,428 Newmark Holdings LPUs multiplied by the then-current Exchange Ratio) and a cash payment of $251,128 (27,332 Newmark Holdings PLPUs). The remaining 31,700 of Newmark Holdings LPUs and 2,953 Newmark Holdings PLPUs with a determination amount of $27,130, were redeemed for zero in connection with Mr. Windeatt’s LLP status.

Current report

On August 8, 2024, Mr. Richards sold 13,063 shares of Class A common stock to the Company in an exempt transaction made pursuant to Rule 16b-3 under the Exchange Act. The sale price per share of $9.11 was the closing price of a share of Class A common stock on August 8, 2024. The transaction was approved by the Audit Committee of the Board and was made pursuant to the Company’s stock buyback authorization.

Current report

On October 30, 2024, the Audit Committee approved the receipt of a referral fee of $1,500,000 paid to the Company by an affiliate of Cantor in connection with the introduction by certain of the Company’s brokers of a Cantor client to a Cantor affiliate. Additionally, the Audit Committee approved attributing the entire referral fee to the individual brokers in the form of an award of the Company’s RSUs.
Removed paragraphs (32)

Previous report

FMX Futures will compete in the world’s most valuable and widely traded market -- U.S. interest rate futures. FMX is scheduled to launch SOFR futures in September 2024 with U.S. treasury futures launching in early 2025.

Previous report

FMX Futures will provide clients with significant capital savings through its clearing partnership with LCH. LCH is a fully approved CFTC Derivatives Clearing Organization and is the world’s largest clearer of interest rate swaps, with approximately 98 percent market share of cleared U.S. dollar interest rate swaps.1

Previous report

FMX clients will receive cross-margin capital savings on both their FMX futures positions and the $225 billion 1 of LCH cleared interest rate swap collateral supporting $53.3 trillion of US dollar swaps cleared by LCH in the second quarter. SOFR futures are near-perfect offsets for interest rate swaps and FMX SOFR futures will produce enormous cross-margin efficiencies, against the much larger LCH collateral pool, to which its peer does not have access. FMX expects its cross-margin efficiencies to be many multiples of what is available at the competing offering today.

Previous report

1 Source: Clarus Financial Technology. Cleared interest rate swap collateral data as of 3/29/2024.

Previous report

•Lucera revenues grew by 16 percent — its 18th consecutive quarter of double-digit year-over-year revenue growth. Lucera continues to expand its customer base and deepen its existing customer agreements adding to its recurring revenue base.

Previous report

•FMX UST produced record central limit order book market share of 30 percent for the second quarter, up from 28 percent last quarter, and 23 percent a year ago, according to Coalition Greenwich. FMX UST ADV improved by 37 percent versus the prior year period, achieving new record ADV of $47 billion for the second quarter. This translated to revenue growth of 34 percent.

Previous report

Fenics brokerage revenues increased by 8.5%, to $106.4 million, and by 6.4%, to $224.8 million, for the three and six months ended June 30, 2024, as compared to the prior year periods.

Previous report

Fenics’ revenue growth was led by Fenics’ FX, Credit, Rates and Data, network and post-trade businesses in the second quarter of 2024.

Previous report

For the six months ended June 30, 2024 compared to the six months ended June 30, 2023:

Previous report

Our Credit revenues increased by $3.6 million, or 5.4%, to $69.4 million for the three months ended June 30, 2024 as compared to the three months ended June 30, 2023, which was primarily driven by higher trading volumes across European, emerging market, and U.S. credit products, partially offset by lower Asian credit activity.

Previous report

Data, network and post-trade revenues increased by $3.8 million, or 14.1%, to $30.8 million for the three months ended June 30, 2024 as compared to the three months ended June 30, 2023. This increase was primarily driven by strong revenue growth across Fenics Market Data, Lucera, our network business and Capitalab, our post-trade business, as a result of expanding both our client base and our offerings.

Previous report

Other revenues decreased by $0.4 million, or 8.0%, to $4.6 million for the three months ended June 30, 2024 as compared to the three months ended June 30, 2023.

Previous report

Equity-based compensation and allocations of net income to limited partnership units and FPUs decreased by $60.4 million, or 47.7%, to $66.2 million for the three months ended June 30, 2024 as compared to the three months ended June 30, 2023. This was primarily driven by the issuance of common stock and grants of exchangeability, which included a $60.9 million charge for the redemption of certain non-exchangeable limited partnership units in connection with the issuance of shares of BGC Class A common stock and the accompanying tax payments related to the Corporate Conversion, in the three months ended June 30, 2023. The decrease was also due to the cessation of LPU amortization expenses, as a result of the Corporate Conversion. The decreases were partially offset by an increase in RSU, RSU Tax Account, and restricted stock amortization expense.

Previous report

Interest expense increased by $1.6 million, or 8.2%, to $21.6 million for the three months ended June 30, 2024 as compared to the three months ended June 30, 2023, which was primarily driven by interest expense related to the Company’s 8.000% Senior Notes issued on May 24, 2023, the BGC Group 6.600% Senior Notes issued June 10, 2024, and higher borrowings on the Revolving Credit Agreement. These increases were partially offset by a decrease in interest expense related to the BGC Partners 5.375% Senior Notes due to their maturity on July 24, 2023.

Previous report

Other expenses remained flat at $13.3 million for both the three months ended June 30, 2024 and 2023.

Previous report

Net income (loss) attributable to noncontrolling interest in subsidiaries increased by $1.9 million, or 73.9%, to a loss of $0.7 million for the three months ended June 30, 2024 as compared to a loss of $2.5 million for the three months ended June 30, 2023, primarily due to no longer reflecting net income (loss) attributable to noncontrolling interest in subsidiaries related to BGC Holdings as a result of the Corporate Conversion.

Previous report

Six Months Ended June 30, 2024 Compared to Six Months Ended June 30, 2023

Previous report

Occupancy and equipment expense remained flat at $81.8 million for both the six months ended June 30, 2024 and 2023.

Previous report

The BGC Group 3.750% Senior Notes and the BGC Partners 3.750% Senior Notes will mature on October 1, 2024. We intend to either refinance the 3.750% Senior Notes prior to maturity, or use cash on hand, cash flow from operations, the Revolving Credit Agreement, or the BGC Credit Agreement to settle such amounts.

Previous report

UNIT REDEMPTIONS AND EXCHANGES, AND EMPLOYMENT ARRANGEMENTS—EXECUTIVE OFFICERS
Reworded paragraphs (128)

Previous wording

The objective of this Management’s Discussion and Analysis is to allow investors to view the Company from management’s perspective, considering items that have had and could have a material impact on future operations. This discussion summarizes the significant factors affecting our results of operations and financial condition as of and during the three and six months ended June 30, 2024 and 2023. This discussion is provided to increase the understanding of, and should be read in conjunction with, our unaudited Condensed Consolidated Financial Statements and the notes thereto included elsewhere in this report.

Current wording

The objective of this Management’s Discussion and Analysis is to allow investors to view the Company from management’s perspective, considering items that have had and could have a material impact on future operations. This discussion summarizes the significant factors affecting our results of operations and financial condition as of and during the three and nine months ended September 30, 2024 and 2023. This discussion is provided to increase the understanding of, and should be read in conjunction with, our unaudited Condensed Consolidated Financial Statements and the notes thereto included elsewhere in this report.

Previous wording

BGC, through its affiliates, specializes in the trade execution of a broad range of products, including fixed income securities such as government bonds, corporate bonds, and other debt instruments, as well as related interest rate derivatives and credit derivatives. Additionally, we provide brokerage services across FX, Equities, ECS, and Futures and Options. Our businesses also provide connectivity and network solutions, clearing, market data and network connectivity products, trade compression and other post-trade services, market data and related information services and other back-office services to a broad assortment of financial and non-financial institutions.

Current wording

We are a leading global marketplace, data, and financial technology services company that specializes in the trade execution of a broad range of products, including fixed income securities such as government bonds, corporate bonds, and other debt instruments, as well as related interest rate derivatives and credit derivatives. Additionally, we provide brokerage services across foreign exchange, energy, commodities, shipping, equities, and futures and options. Our business also provides network and connectivity solutions, market data and related information services, trade compression and other post-trade services.

Previous wording

Our clients include many of the world’s largest banks, broker-dealers, investment banks, trading firms, hedge funds, governments, corporations, and investment firms. BGC is a global operation with offices across all major geographies, including New York and London, as well as in Bahrain, Beijing, Bogota, Brisbane, Cape Town, Chicago, Copenhagen, Dubai, Dublin, Frankfurt, Geneva, Hong Kong, Houston, Johannesburg, Madrid, Manila, Melbourne, Mexico City, Miami, Milan, Monaco, Nyon, Paris, Perth, Rio de Janeiro, Santiago, São Paulo, Seoul, Shanghai, Singapore, Sydney, Tel Aviv, Tokyo, Toronto, and Zurich.

Current wording

Our clients include many of the world’s largest banks, broker-dealers, investment banks, trading firms, hedge funds, governments, corporations, and investment firms. BGC is a global operation with offices across all major geographies, including New York and London, as well as in Bahrain, Beijing, Bogota, Brisbane, Cape Town, Chicago, Copenhagen, Dubai, Dublin, Frankfurt, Geneva, Hong Kong, Houston, Johannesburg, Madrid, Manila, Melbourne, Mexico City, Miami, Milan, Monaco, Nyon, Paris, Perth, Rio de Janeiro, Santiago, São Paulo, Seoul, Shanghai, Singapore, Sydney, Tel Aviv, Tokyo, Toronto, Wellington, and Zurich.

Previous wording

As of June 30, 2024, we had 2,122 brokers, salespeople, managers, technology professionals and other front-office personnel across our businesses.

Current wording

As of September 30, 2024, we had 2,121 brokers, salespeople, managers, technology professionals and other front-office personnel across our businesses.

Previous wording

In the Corporate Merger, each share of Class A common stock, par value $0.01 per share, of BGC Partners and each share of Class B common stock, par value $0.01 per share, of BGC Partners outstanding was converted into one share of Class

Current wording

In the Corporate Merger, each share of Class A common stock, par value $0.01 per share, of BGC Partners and each share of Class B common stock, par value $0.01 per share, of BGC Partners outstanding was converted into one share of Class A common stock, par value $0.01 per share, of BGC Group and one share of Class B common stock, par value $0.01 per share, of BGC Group, respectively.

Previous wording

FMX includes the world’s fastest growing cash U.S. Treasuries marketplace, FMX UST, and its spot Foreign Exchange platform, FMX FX, along with its fully approved U.S. interest rate futures exchange. FMX is challenging the CME’s leading position in U.S. interest rate futures, cash U.S. Treasuries and spot Foreign Exchange.

Current wording

FMX includes the world’s fastest growing cash U.S. Treasuries marketplace, FMX UST, and its spot foreign exchange platform, FMX FX, along with its newly launched U.S. interest rate futures exchange. FMX is challenging the CME’s leading position in U.S. interest rate futures, cash U.S. Treasuries and spot foreign exchange.

Previous wording

In January 2024, FMX received CFTC approval to operate an exchange for U.S. interest rate futures products, the largest and most widely traded futures contracts in the world.

Current wording

In January 2024, FMX received CFTC approval to operate an exchange for U.S. interest rate futures products, the most widely traded futures contracts in the world.

Previous wording

Revenues in our Fenics businesses increased 9.7%, to $137.3 million, and 8.0%, to $286.6 million, for the three and six months ended June 30, 2024, respectively, as compared to the prior year periods.

Current wording

Revenues in our Fenics businesses increased 13.3%, to $142.1 million, and 9.7%, to $428.7 million, for the three and nine months ended September 30, 2024, respectively, as compared to the prior year periods.

Previous wording

Within our Fenics businesses, Fenics Markets revenue grew 7.5%, to $115.1 million, in the second quarter of 2024 as compared to the prior year period. Fenics Markets growth was driven by strong electronic FX, Credit and Rates volumes, along with higher Fenics Market Data revenues. BGC's rapidly growing ECS business is expected to provide future electronic growth opportunities for our Fenics Markets business.

Current wording

Within our Fenics businesses, Fenics Markets revenue grew 9.2%, to $116.8 million, in the third quarter of 2024 as compared to the prior year period. Fenics Markets growth was driven by higher electronic volumes across Rates and Foreign Exchange.

Previous wording

Fenics Growth Platforms revenue grew 22.4%, to $22.2 million, in the second quarter of 2024, as compared to the prior year period, primarily driven by PortfolioMatch, Lucera, and FMX. Collectively, our newer Fenics Growth Platform offerings are not yet fully up to scale, but continue to grow at a leading rate compared with other electronic trading platforms. Over time, we expect these new products and services to become profitable, high-margin businesses as their scale and revenues increase, all else equal.

Current wording

Fenics Growth Platforms revenue grew 37.3%, to $25.3 million, in the third quarter of 2024, as compared to the prior year period, primarily driven by FMX, PortfolioMatch and Lucera. Collectively, our newer Fenics Growth Platform offerings are not yet fully up to scale, but continue to grow at a leading rate compared with other electronic trading platforms. Over time, we expect these new products and services to become profitable, high-margin businesses as their scale and revenues increase, all else equal.

Previous wording

We continue to invest in our Fenics Growth Platforms, and notable highlights for the second quarter of 2024 include:

Current wording

We continue to invest in our Fenics Growth Platforms, and notable highlights for the third quarter of 2024 include:

Previous wording

•FMX FX average daily volumes improved by over 30 percent versus the prior year period on record ADV of $8.1 billion. FMX FX continues to grow faster than the overall market and is expected to significantly grow its market share in the enormous global foreign exchange market.

Current wording

•FMX FX average daily volumes improved by over 38% compared to last year on record ADV of over $9 billion. FMX FX continues to outperform and grow its market share in the enormous global foreign exchange market.

Previous wording

•PortfolioMatch more than doubled its U.S. credit volumes year-over-year and increased its European volumes by nearly five-fold.

Current wording

•PortfolioMatch U.S. credit volumes increased more than 150% and its European volumes were up over nine-fold compared to last year.

Previous wording

Total revenues from our high-margin Data, network and post-trade business, which is predominately comprised of recurring revenue, increased by 14.1%, to $30.8 million, and increased by 14.0%, to $61.7 million, for the three and six months ended June 30, 2024, respectively, as compared to the prior year periods.

Current wording

Total revenues from our high-margin Data, network and post-trade business, which is predominately comprised of recurring revenue, increased by 17.5%, to $32.7 million, and increased by 15.2%, to $94.4 million, for the three and nine months ended September 30, 2024, respectively, as compared to the prior year periods.

Previous wording

Data, network and post-trade revenue growth for the second quarter of 2024 was driven by broad based revenue growth across Fenics Market Data, Lucera, and Capitalab.

Current wording

Data, network and post-trade revenue growth for the third quarter of 2024 was driven by strong subscription-based revenue growth across Fenics Market Data and Lucera.

Previous wording

Amerex, Aurel, Aurel BGC, Capitalab, Caventor, CBID, Conticap, CreditMatch, BGC, BGC Group, BGC Partners, BGC Trader, ELX, Euro Brokers, Fenics, Fenics.com, Fenics Markets Xchange, Fenics Digital, Fenics UST, Fenics FX, Fenics Repo, Fenics Direct, Fenics MID, Fenics MD, Fenics Market Data, Fenics GO, Fenics PortfolioMatch, FMX, FMX Futures, FMX Markets Xchange, FMX UST, FMX FX, FMX Repo, GFI, GFI Ginga, kACE2, Lake Securities, Latium Capital, LumeFX, LumeMarkets, Lucera, Martin Brokers, Maxcor, Matchbox, Mint, MIS Brokers, Perimeter Markets Inc., Poten & Partners, RP Martin, Tower Bridge, Sunrise Brokers, Swaptioniser and VolumeMatch are among the trademarks/service marks and/or registered trademarks/service marks of BGC Group and/or its affiliates in the U.S. and/or other jurisdictions.

Current wording

Amerex, Aurel, Aurel BGC, Capitalab, Caventor, CBID, Conticap, CreditMatch, BGC, BGC Group, BGC Partners, BGC Trader, ELX, Euro Brokers, Fenics, Fenics.com, Fenics Markets Xchange, Fenics Digital, Fenics UST, Fenics FX, Fenics Repo, Fenics Direct, Fenics MID, Fenics MD, Fenics Market Data, Fenics GO, Fenics PortfolioMatch, FMX, FMX Futures, FMX Markets Xchange, FMX UST, FMX FX, FMX Repo, GFI, GFI Ginga, kACE2, Lake Securities, Latium Capital, LumeFX, LumeMarkets, Lucera, Martin Brokers, Maxcor, Matchbox, Mint, MIS Brokers, Perimeter Markets Inc., Poten & Partners, RP Martin, Tower Bridge, Sage, Sunrise Brokers, Swaptioniser and VolumeMatch are among the trademarks/service marks and/or registered trademarks/service marks of BGC Group and/or its affiliates in the U.S. and/or other jurisdictions.

Previous wording

In February 2022, the U.S., U.K., EU, and other countries imposed sanctions on Russian counterparties, and as a result BGC has ceased trading with those clients. The Company derived less than 1% of total revenue from its Moscow branch and sanctioned Russian counterparties. During both the three and six months ended June 30, 2024 and 2023, the Company reserved $2.0 million and $4.0 million, respectively, in connection with unsettled trades and receivables with sanctioned Russian entities.

Current wording

In February 2022, the U.S., U.K., EU, and other countries imposed sanctions on Russian counterparties, and as a result BGC has ceased trading with those clients. The Company derived less than 1% of total revenue from its Moscow branch and sanctioned Russian counterparties. During the three and nine months ended September 30, 2024, the Company reserved no losses and $4.0 million, respectively, in connection with unsettled trades and receivables with sanctioned Russian entities. During the three and nine months ended September 30, 2023, the Company reserved $2.0 million and $6.0 million, respectively, in connection with unsettled trades and receivables with sanctioned Russian entities.

Previous wording

On July 1, 2021, the OECD released a statement on the Two-Pillar Solution to Address the Tax Challenges Arising From the Digitalization of the Economy, reflecting the agreement of 130 of the member jurisdictions of the Inclusive Framework on some key parameters with respect to Pillars I and II. The objective is to introduce a global minimum tax rate of 15% applicable to multinational groups with global book revenue in excess of EUR 750 million. The tax has the effect of increasing the ETR to 15% in jurisdictions where the ETR calculated under the GloBE Rules is under 15%. In December 2022, the Council of the EU unanimously adopted the EU Minimum Tax Directive, which would require member states to implement these rules. Due to complexities in applying the legislation and calculating GloBE income, the detailed quantitative impact of the enacted or substantively enacted legislation is not yet reasonably estimable. Management performed an analysis of the potential impact of the Pillar Two provisions on its multinational activities. Based on that analysis, management does not believe that the Pillar Two tax regime will result in a material increase to its tax expense. Management will continue to evaluate the potential impact the Pillar Two Framework may have on the future results of operations and financial condition.

Current wording

On July 1, 2021, the OECD released a statement on the Two-Pillar Solution to Address the Tax Challenges Arising From the Digitalization of the Economy, reflecting the agreement of 130 of the member jurisdictions of the Inclusive Framework on some key parameters with respect to Pillars I and II. The objective is to introduce a global minimum tax rate of 15% applicable to multinational groups with global book revenue in excess of EUR 750 million. The tax has the effect of increasing the ETR to 15% in jurisdictions where the ETR calculated under the GloBE Rules is under 15%. In December 2022, the Council of the EU unanimously adopted the EU Minimum Tax Directive, which would require member states to implement these rules. Due to complexities in applying the legislation and calculating income under the GloBE Rules, the detailed quantitative impact of the enacted or substantively enacted legislation is not yet reasonably estimable. Management performed an analysis of the potential impact of the Pillar Two provisions on its multinational activities. Based on that analysis, management does not believe that the Pillar Two tax regime will result in a material increase to its tax expense. Management will continue to evaluate the potential impact the Pillar Two Framework may have on the future results of operations and financial condition.

Previous wording

In addition to regulations in the U.S., legislators and regulators in Europe have crafted similar rules: MiFID II, which made sweeping changes to market infrastructure, European Market Infrastructure Regulation, which focused specifically on derivatives, and Capital Requirements Directive IV for prudential standards. Over the past few years, European policymakers have launched various reviews of post-financial crisis legislation, leading to legislative updates such as EMIR Regulatory Fitness and Performance and CRD V. In May 2019, the European Securities Market Authority produced a report on proposals to further enhance the harmonization and standardization of derivatives reporting under EMIR, known as EMIR Refit. These proposals require significant changes to the content and format of trade and transaction reporting systems across the industry. The go-live date for these changes was April 29, 2024 for Europe and is September 30, 2024 for the U.K. We remain on track to be in compliance with the reporting enhancements. Furthermore, regulators have introduced a new prudential regime tailored specifically to investment firms such as our firm – the Investment Firm Review. As all these rules take effect, they will continue to alter the environment in which we operate. We note that various internal and external factors have made the EU more rigid in its regulatory approach to non-EU countries, which could impact the ease with which the global financial system is connected.

Current wording

In addition to regulations in the U.S., legislators and regulators in Europe have crafted similar rules: MiFID II, which made sweeping changes to market infrastructure, European Market Infrastructure Regulation, which focused specifically on derivatives, and Capital Requirements Directive IV for prudential standards. Over the past few years, European policymakers have launched various reviews of post-financial crisis legislation, leading to legislative updates such as EMIR Regulatory Fitness and Performance and CRD V. In May 2019, the European Securities Market Authority produced a report on proposals to further enhance the harmonization and standardization of derivatives reporting under EMIR, known as EMIR Refit. These proposals require significant changes to the content and format of trade and transaction reporting systems across the industry. The go-live date for these changes was April 29, 2024 for Europe and was September 30, 2024 for the U.K. We are in compliance with the reporting enhancements. Furthermore, regulators have introduced a new prudential regime tailored specifically to investment firms such as our firm – the Investment Firm Review. These rules continue to alter the environment in which we operate. We note that various internal and external factors have made the EU more rigid in its regulatory approach to non-EU countries, which could impact the ease with which the global financial system is connected.

Previous wording

In 2019, a new European Commission took office which may, over the course of its five-year mandate, introduce new legislative proposals for the Financial Services Sector and change the Brexit landscape for EU and U.K. financial firms alike. We are unable to predict how any of these new laws and proposed rules and regulations in the U.S., the EU or the U.K. will be implemented or in what form, or whether any additional or similar changes to statutes or rules and regulations, including the interpretation or implementation thereof or a relaxation or other amendment of existing rules and regulations, will occur in the future. Any such action could affect us in substantial and unpredictable ways, including important changes in market infrastructure, increased reporting costs and a potential rearrangement in the sources of available revenue in a more transparent market. Certain enhanced regulations could subject us to the risk of fines, sanctions, enhanced oversight, increased financial or capital requirements and additional restrictions or limitations on our ability to conduct or grow our businesses, and could otherwise have an adverse effect on our businesses, financial condition, results of operations and prospects. We believe that uncertainty and potential delays around the final form of such new rules and regulations may negatively impact our customers and trading volumes in certain markets in which we transact, although a relaxation of existing rules and requirements could potentially have a positive impact in certain markets. Increased capital requirements may also diminish transaction velocity.

Current wording

By the end of 2024, a new European Commission is expected to take office which may, over the course of its five-year mandate, introduce new legislative proposals for the Financial Services Sector and change the Brexit landscape for EU and U.K. financial firms alike. We are unable to predict how any of these new laws and proposed rules and regulations in the U.S., the EU or the U.K. will be implemented or in what form, or whether any additional or similar changes to statutes or rules and regulations, including the interpretation or implementation thereof or a relaxation or other amendment of existing rules and regulations, will occur in the future. Any such action could affect us in substantial and unpredictable ways, including important changes in market infrastructure, increased reporting costs and a potential rearrangement in the sources of available revenue in a more transparent market. Certain enhanced regulations could subject us to the risk of fines, sanctions, enhanced oversight, increased financial or capital requirements and additional restrictions or limitations on our ability to conduct or grow our businesses, and could otherwise have an adverse effect on our businesses, financial condition, results of operations and prospects. We believe that uncertainty and potential delays around the final form of such new rules and regulations may negatively impact our customers and trading volumes in certain markets in which we transact, although a relaxation of existing rules and requirements could potentially have a positive impact in certain markets. Increased capital requirements may also diminish transaction velocity.

Previous wording

Additionally, there has been an increase in acquisitions of OTC trading platforms by exchanges and electronic marketplaces, such as ICE buying BondPoint and TMC Bonds, Deutsche Börse buying 360T, CBOE buying Hotspot, MarketAxess buying LiquidityEdge, Tradeweb buying Nasdaq’s U.S. Fixed Income Electronic Trading Platform, LSEG acquiring Quantile, etc. We view the recent consolidation in the industry favorably, as we expect it to provide additional operating leverage to our businesses in the future.

Current wording

Additionally, there has been an increase in acquisitions of OTC trading platforms by exchanges and electronic marketplaces, such as ICE buying BondPoint and TMC Bonds, Deutsche Börse buying 360T, CBOE buying Hotspot, MarketAxess buying LiquidityEdge, Tradeweb buying Nasdaq’s U.S. Fixed Income Electronic Trading Platform, r8fin and ICD, LSEG acquiring Quantile, etc. We view the recent consolidation in the industry favorably, as we expect it to provide additional operating leverage to our businesses in the future.

Previous wording

As a wholesale intermediary in the financial services industry, our businesses are driven primarily by secondary trading volumes in the markets in which we broker, the size and productivity of our front-office headcount including brokers, salespeople, managers, technology professionals and other front-office personnel, regulatory issues, and the percentage of our revenues we are able to generate by Fully Electronic means. BGC’s revenues tend to have low correlation in the short- and medium-term with global bank and broker-dealer sales and trading revenues, which reflect bid-ask spreads and mark-to-market movements, as well as industry volumes in both the primary and secondary markets.

Current wording

As a wholesale intermediary in the financial services industry, our businesses are driven primarily by secondary trading volumes in the markets in which we broker, the size and productivity of our front-office personnel, regulatory issues, and the percentage of our revenues we are able to generate by Fully Electronic means. BGC’s revenues tend to have low correlation in the short- and medium-term with global bank and broker-dealer sales and trading revenues, which reflect bid-ask spreads and mark-to-market movements, as well as industry volumes in both the primary and secondary markets.

Previous wording

During the three months ended June 30, 2024, industry volumes were higher across Rates, ECS, Foreign Exchange, Credit, and Equities compared to the prior year period. BGC’s brokerage revenues were up by 11.3% year-on-year in the quarter, reflecting broad-based growth across all geographies and strong double-digit revenue growth across BGC’s three largest asset classes, Rates, ECS and Foreign Exchange.

Current wording

During the three months ended September 30, 2024, industry volumes were generally higher across Rates, ECS, FX, Credit, and Equities compared to the prior year period. BGC’s brokerage revenues were up by 15.1% year-on-year in the quarter, reflecting broad-based growth across all geographies and strong double-digit revenue growth across BGC’s three largest asset classes, Rates, ECS and FX.

Previous wording

Our Rates business is influenced by a number of factors, including global sovereign issuances, interest rates, central bank policies, secondary trading and the hedging of these sovereign debt instruments. The amount of global sovereign debt outstanding remains at historically high levels; the level of secondary trading and related hedging activity was higher during the second quarter of 2024 compared to the prior year period. According to Bloomberg and the Federal Reserve Bank of New York, the Primary Dealer average daily volume of U.S. Government Securities was up 15% compared to the prior year period. Over the same time period, listed products on CME were up 14%, while OTC interest rate derivative volumes traded on SEF were up 40% compared to the second quarter of 2023, according to Clarus Financial Technology. In comparison, our overall Rates revenues were up 15.1%, as compared to a year earlier, to $166.0 million.

Current wording

Our Rates business is influenced by a number of factors, including global sovereign issuances, interest rates, central bank policies, secondary trading and the hedging of these sovereign debt instruments. The amount of global sovereign debt outstanding remains at historically high levels; the level of secondary trading and related hedging activity was higher during the third quarter of 2024 compared to the prior year period. According to Bloomberg and the Federal Reserve Bank of New York, the Primary Dealer average daily volume of U.S. Government Securities was up 26% compared to the prior year period. Over the same time period, listed products on CME were up 36%, while OTC interest rate derivative volumes traded on SEF were up 41% compared to the third quarter of 2023, according to Clarus Financial Technology. In comparison, our overall Rates revenues were up 19.6%, as compared to a year earlier, to $174.3 million.

Previous wording

Overall, analysts and economists expect the absolute level of sovereign debt outstanding to remain at elevated levels for the foreseeable future as governments finance their future deficits and roll over their sizable existing debt. Additionally, yields on government bonds have steadily increased since 2022, which gave rise to increased volatility and higher demand to hedge interest rate exposure. Expectations around potential future rate cuts by major Central Banks has also given rise to higher levels of interest rate trading activity through the first half of 2024. The tapering and/or unwinding of asset purchases by central banks and, meaningful interest rates, along with elevated levels of government debt issuance, are expected to provide continued tailwinds to our Rates business.

Current wording

Overall, analysts and economists expect the absolute level of sovereign debt outstanding to remain at elevated levels for the foreseeable future as governments finance their future deficits and roll over their sizable existing debt. Additionally, yields on government bonds have steadily increased in 2022 and 2023, which gave rise to increased volatility and higher demand to hedge interest rate exposure. Recent and potential future monetary policy changes by major central banks have given rise to higher levels of interest rate trading activity and are expected to provide continued tailwinds to our Rates business.

Previous wording

ECS volumes were higher during the second quarter of 2024 compared to the prior year period. CME and ICE energy futures and options volumes were up 16% and 31%, respectively, compared to the prior year period. In comparison, BGC’s ECS revenues increased 19.3%, compared to the prior year period, to $117.7 million.

Current wording

ECS volumes were higher during the third quarter of 2024 compared to the prior year period. CME and ICE energy futures and options volumes were up 21% and 23%, respectively, compared to the prior year period. In comparison, BGC’s ECS revenues increased 21.3%, compared to the prior year period, to $112.9 million.

Previous wording

Global FX volumes were higher during the second quarter of 2024. Volumes for CME EBS spot FX was up 5%, while Euronext FX was up 27%, during the quarter compared to the prior year period. In comparison, our overall FX revenues increased by 14.7%, compared to the prior year period, to $88.9 million.

Current wording

Global FX volumes were higher during the third quarter of 2024. Volumes for CME EBS spot FX was up 23%, while Euronext FX was up 17%, during the quarter compared to the prior year period. In comparison, our overall FX revenues increased by 15.4%, compared to the prior year period, to $92.1 million.

Previous wording

Our Credit business is impacted by the level of global corporate bond issuance, and interest rates. Credit volumes were higher during the second quarter of 2024 compared to the prior year period. FINRA TRACE average daily volume for U.S. Investment Grade was up 24% and U.S. High Yield was up 19% according to Bloomberg and the Federal Reserve Bank of New York, respectively. In comparison, our overall Credit revenues increased by 5.4%, compared to the prior year period, to $69.4 million.

Current wording

Our Credit business is impacted by the level of global corporate bond issuance and interest rates. Credit volumes were higher during the third quarter of 2024 compared to the prior year period. FINRA TRACE average daily volume for U.S. Investment Grade was up 38% and U.S. High Yield was up 25% according to Bloomberg. In comparison, our overall Credit revenues increased by 6.7%, compared to the prior year period, to $68.0 million.

Previous wording

Global equity volumes were generally higher during the second quarter of 2024 compared to the prior year period. According to the Securities Industry and Financial Markets Association, or SIFMA, the average daily volume of U.S. cash equities traded was up 9% as compared to a year earlier. Over the same timeframe, Eurex average daily volumes of equity and equity index derivatives were up 9%, Euronext equity derivative index volumes were up 11%, and according to the OCC, the average daily volume of U.S. options was up 7%. BGC’s equity business primarily consists of equity derivatives, particularly European equity derivatives. Our overall revenues from Equities decreased by 10.4%, compared to the prior year period, to $51.4 million.

Current wording

Global equity volumes were generally higher during the third quarter of 2024 compared to the prior year period. According to the Securities Industry and Financial Markets Association, or SIFMA, the average daily volume of U.S. cash equities traded was up 10% as compared to a year earlier. Over the same timeframe, Eurex average daily volumes of equity and equity index derivatives were up 4%, and according to the OCC, the average daily volume of U.S. options was up 12%. BGC’s equity business primarily consists of equity derivatives. Our overall revenues from Equities increased by 1.3%, compared to the prior year period, to $53.3 million.

Previous wording

As of June 30, 2024, our front-office headcount was 2,122 brokers, salespeople, managers, technology professionals and other front-office personnel, up 4.7% from 2,024 a year ago. Compared to the prior year, average revenue per front-office employee for the three months ended June 30, 2024, increased by 6.0%, to $0.2 million.

Current wording

As of September 30, 2024, our front-office headcount was 2,121 brokers, salespeople, managers, technology professionals and other front-office personnel, up 4.2% from 2,036 a year ago. Compared to the prior year, average revenue per front-office employee for the three months ended September 30, 2024, increased by 10.6%, to $0.3 million.

Previous wording

Income from operations before income taxes was $55.2 million compared to loss from operations before income taxes of $31.3 million in the prior year period.

Current wording

Income from operations before income taxes was $19.7 million compared to $23.9 million in the prior year period.

Previous wording

Total revenues increased $57.7 million compared to the prior year period, or 11.7%, to $550.8 million, largely due to growth of 11.3% in our brokerage revenues, driven by strong growth across most of our asset classes:

Current wording

Total revenues increased $78.4 million compared to the prior year period, or 16.2%, to $561.1 million, largely due to growth of 15.1% in our brokerage revenues, driven by strong growth across each of our asset classes:

Previous wording

In addition, there was an increase of $3.8 million in Data, network and post-trade revenues, primarily driven by broad-based revenue growth across Fenics Market Data, our Lucera network business and our Capitalab post-trade business, as a result of expanding both our client base and our offerings. Furthermore, there was an increase of $3.8 million in Interest and dividend income, primarily driven by income earned on money market funds. The increase in BGC revenues also reflects broad-based growth across all geographies - EMEA, Americas, and APAC grew by 14.4%, 9.5%, and 7.9%, respectively.

Current wording

In addition, there was an increase of $4.9 million, or 17.5%, in Data, network and post-trade revenues, primarily driven by strong subscription-based revenue growth across Fenics Market Data and our Lucera network business. Furthermore, there was an increase of $6.8 million in Interest and dividend income, primarily driven by income earned on borrowings by Cantor under the BGC Credit Agreement, employee loans and government bonds. The increase in BGC revenues also reflects broad-based growth across all geographies – the Americas, EMEA, and APAC grew by 19.0%, 16.5%, and 8.3%, respectively.

Previous wording

Total expenses decreased $25.6 million, or 4.9%, to $500.2 million. There was a $31.8 million decrease in total compensation expenses primarily driven by a decrease in equity-based compensation, partially offset by higher commission revenues on variable compensation. The $6.2 million increase in non-compensation expenses was primarily driven by increases in Interest expense related to the BGC Partners 8.000% Senior Notes issued on May 24, 2023, the BGC Group 6.600% Senior Notes issued June 10, 2024, and borrowings on the Revolving Credit Agreement. These higher interest expenses were partially offset by lower interest due to the repayment in full of the BGC Partners 5.375% Senior Notes on July 24, 2023.

Current wording

Total expenses increased $83.1 million, or 17.9%, to $548.0 million. There was a $54.6 million increase in total compensation expenses primarily driven by an increase in equity-based compensation and higher commission revenues on variable compensation. The $28.5 million increase in non-compensation expenses was primarily driven by increases in consulting and other professional fees, increases in Occupancy and equipment related to costs for exiting a lease and software licenses, and increases in Interest expense related to the BGC Group 6.600% Senior Notes issued June 10, 2024. These higher interest expenses were partially offset by lower interest due to the repayment in full of the BGC Partners 5.375% Senior Notes on July 24, 2023. Overall, the higher interest expense was more than offset by higher interest income during the period.

Previous wording

Income from operations before income taxes of $126.3 million compared to $2.0 million for the same period in the prior year.

Current wording

Income from operations before income taxes of $146.0 million compared to $25.8 million for the same period in the prior year.

Previous wording

Total revenues increased $103.4 million, or 10.1%, to $1,129.4 million, largely due to growth of 9.2% in our brokerage revenues:

Current wording

Total revenues increased $181.8 million, or 12.1%, to $1,690.5 million, largely due to growth of 11.0% in our brokerage revenues:

Previous wording

In addition, there was an increase of $7.6 million in Data, network and post-trade revenues, primarily driven by strong revenue growth across Fenics Market Data, our Lucera network business and our Capitalab post-trade business, as a result of expanding both our client base and our offerings. Furthermore, there was an increase of $8.2 million in Interest and dividend income, primarily driven by income earned on money market funds and employee loans.

Current wording

In addition, there was an increase of $12.5 million, or 15.2%, in Data, network and post-trade revenues, primarily driven by strong revenue growth across Fenics Market Data, our Lucera network business and our Capitalab post-trade business, as a result of expanding both our client base and our offerings. Furthermore, there was an increase of $15.0 million in Interest and dividend income, primarily driven by income earned on money market funds, government bonds, borrowings by Cantor under the BGC Credit Agreement, and employee loans.

Previous wording

Total expenses increased $22.5 million, or 2.2%, to $1,048.2 million. There was a $6.5 million increase in total compensation expenses, which was primarily driven by higher commission revenues on variable compensation, and an increase in headcount. These higher compensation expenses were partially offset by a $45.7 million decrease in equity-based compensation, which was primarily a result of a $60.9 million charge for the redemption of certain non-exchangeable limited partnership units in connection with the issuance of shares of BGC Group Class A common stock and the accompanying tax payments related to the Corporate Conversion in the six months ended June 30, 2023. The $16.0 million increase in non-compensation expenses was primarily driven by increases in Interest expense related to the BGC Partners 8.000% Senior Notes issued on May 24, 2023, the BGC Group 6.600% Senior Notes issued June 10, 2024, and borrowings on both the Revolving Credit Agreement and BGC Credit Agreement. These higher interest expenses were partially offset by lower interest due to the repayment in full of the BGC Partners 5.375% Senior Notes on July 24, 2023.

Current wording

Total expenses increased $105.7 million, or 7.1%, to $1,596.3 million. There was a $61.1 million increase in total compensation expenses, which was primarily driven by higher commissionable revenues on variable compensation, and an increase in headcount. These higher compensation expenses were partially offset by a $29.3 million decrease in equity-based compensation, which was primarily a result of a $60.9 million charge for the redemption of certain non-exchangeable limited partnership units in connection with the issuance of shares of BGC Group Class A common stock and the accompanying tax payments related to the Corporate Conversion in the nine months ended September 30, 2023. The $44.5 million increase in non-compensation expenses was primarily driven by increases in Interest expense related to the BGC Partners 8.000% Senior Notes issued on May 24, 2023, the BGC Group 6.600% Senior Notes issued June 10, 2024, and borrowings on both the Revolving Credit Agreement and BGC Credit Agreement. These higher interest expenses were partially offset by lower interest due to the repayment in full of the BGC Partners 5.375% Senior Notes on July 24, 2023.

Previous wording

Total other income (losses), net increased $43.4 million, to $45.1 million, which was largely driven by a $36.6 million unrealized gain recorded in the six months ended June 30, 2024 related to fair value adjustments on investments carried under the measurement alternative.

Current wording

Total other income (losses), net increased $44.0 million, to $51.7 million, which was largely driven by a $36.6 million unrealized gain recorded in the nine months ended September 30, 2024 related to fair value adjustments on investments carried under the measurement alternative.

Previous wording

Total brokerage revenues increased by $49.9 million, or 11.3%, to $493.5 million for the three months ended June 30, 2024 as compared to the three months ended June 30, 2023. Commission revenues increased by $46.4 million, or 13.3%, to $395.1 million for the three months ended June 30, 2024 as compared to the three months ended June 30, 2023. Principal transactions revenues increased by $3.6 million, or 3.7%, to $98.4 million for the three months ended June 30, 2024 as compared to the three months ended June 30, 2023.

Current wording

Total brokerage revenues increased by $65.6 million, or 15.1%, to $500.6 million for the three months ended September 30, 2024 as compared to the three months ended September 30, 2023. Commission revenues increased by $56.8 million, or 16.2%, to $407.1 million for the three months ended September 30, 2024 as compared to the three months ended September 30, 2023. Principal transactions revenues increased by $8.8 million, or 10.4%, to $93.6 million for the three months ended September 30, 2024 as compared to the three months ended September 30, 2023.

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Rearranged current paragraphs (1)

Current report — wording carried from elsewhere

On October 1, 2024, the Company borrowed $200.0 million under the Revolving Credit Agreement and such borrowings were outstanding as of November 7, 2024.
Rearranged previous paragraphs (3)

Previous report — wording carried elsewhere

We are a leading global marketplace, data, and financial technology services company for a broad range of products, including fixed income, foreign exchange, energy, commodities, shipping, and equities.

Previous report — wording carried elsewhere

A common stock, par value $0.01 per share, of BGC Group and one share of Class B common stock, par value $0.01 per share, of BGC Group, respectively.

Previous report — wording carried elsewhere

Our brokerage revenues from Equities decreased by $11.2 million, or 8.9%, to $114.3 million for the six months ended June 30, 2024, as compared to the six months ended June 30, 2023, which was primarily due to lower equity derivative trading volumes, partially offset by higher cash equity activity.