What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2023-03-01 compared with 2022-02-28 · 427 added, 592 removed, 1904 unchanged (35% of the section changed)

3 unchanged sentences

Consolidated Financial Statements for the years ended December 31, 2022, 2021 and 2020

Reports of Independent Registered Public Accounting Firm and Independent Auditor (PCAOB ID 42 )

Reports of Independent Registered Public Accounting Firm (PCAOB ID 42 )

Consolidated Financial Statements—

12 unchanged sentences

generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), as applicable and our report dated February 28, 2022 expressed an unqualified opinion thereon.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated March 1, 2023 expressed an unqualified opinion thereon.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company's management.

Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits.

These financial statements are the responsibility of the Company's management.

Our responsibility is to express an opinion on the Company’s financial statements based on our audits.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

1 unchanged sentence

We conducted our audits 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 consolidated financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, 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 consolidated financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, 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 statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

9 unchanged sentences

Auditing management’s calculation of the provision for income taxes was complex because the Company’s global structure required an assessment of the Company’s application of tax laws in multiple jurisdictions including the income tax impact of the legal entity ownership structure.

The assessment of tax positions involves the evaluation and application of complex statutes, regulations, and case law which are subject to legal and factual interpretation.

The assessment of tax positions involves the evaluation and application of complex statutes and regulations which are subject to legal and factual interpretation.

Our audit procedures required significant audit effort including the use of our tax professionals to assist in evaluating the provision for income taxes.

2 unchanged sentences

For example, we tested management’s controls over the completeness and accuracy of the data utilized, the effective tax rate reconciliation and the evaluation of permanent and temporary differences within various jurisdictions.

To test the Company’s provision for income taxes and to address the risks associated with the complexity of the Company’s global tax structure, we performed audit procedures that included, among others, evaluating the income tax impact of the Company’s structure, operations and jurisdictional tax law and considered the impact of any changes in the current year.

To test the Company’s provision for income taxes and to address the risks associated with the complexity of the Company’s global tax structure, we performed audit procedures that included, among others, evaluating the income tax impact of the Company’s structure and operations and considered the impact of any changes in the current year.

We used our tax professionals with specialized skill and knowledge to assist in evaluating the provision for income taxes including the application of relevant local and foreign tax laws to management’s calculation methodologies and tax positions.

Additionally, we tested the related effective tax rate reconciliation, evaluated the tax impact of permanent and temporary differences, and tested the application of new regulations, case law, and other authoritative guidance.

/s/ Ernst & Young LLP

1 unchanged sentence

New York, New York

February 28, 2022

March 1, 2023

Report of Independent Registered Public Accounting Firm

4 unchanged sentences

(the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on the COSO criteria.

as of December 31, 2021 and 2020, and the related consolidated statements of operations, comprehensive income (loss), cash flows and changes in equity for each of the three years in the period ended December 31, 2021, and the related notes and the financial statement schedule listed in the Index at Item 15(a)(2) and our report dated February 28, 2022 expressed an unqualified opinion thereon.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated statements of financial condition of the Company as of December 31, 2022 and 2021, the related consolidated statements of operations, comprehensive income (loss), cash flows and changes in equity for each of the three years in the period ended December 31, 2022, and the related notes and the financial statement schedule listed in the Index at Item 15(a)(2) and our report dated March 1, 2023 expressed an unqualified opinion thereon.

Basis for Opinion

16 unchanged sentences

New York, New York

February 28, 2022

March 1, 2023

BGC PARTNERS, INC.

4 unchanged sentences

Cash segregated under regulatory requirements 17,021 13,201

Securities owned 40,838 58,572

Marketable securities 406 349

Financial instruments owned, at fair value 39,319 41,244

Receivables from broker-dealers, clearing organizations, customers and related broker-dealers 559,680 782,446

97 unchanged sentences

BGC PARTNERS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS CONSOLIDATED STATEMENTS OF CASH FLOWS—(Continued)

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

11 unchanged sentences

Losses (gains) on equity method investments ( 10,920 ) ( 6,706 ) ( 1,126 )

Realized losses (gains) on marketable securities — ( 289 ) ( 3,528 )

Unrealized losses (gains) on marketable securities ( 56 ) ( 69 ) ( 3,204 )

Loss (gains) on other investments 73 431 ( 18,163 )

Unrealized/realized losses (gains) on financial instruments owned, at fair value and other investments 1,208 17 73

Amortization of discount (premium) on notes payable 2,801 3,592 4,187

3 unchanged sentences

Forfeitures of Class A common stock ( 263 ) ( 553 ) —

Loss (gain) on divestiture 1,029 — —

Other ( 1,914 ) ( 4,915 ) 2,730

2 unchanged sentences

Decrease (increase) in operating assets:

Securities owned 17,626 ( 1,346 ) 883

Financial instruments owned, at fair value 2,383 17,626 ( 1,346 )

Receivables from broker-dealers, clearing organizations, customers and related broker-dealers

5 unchanged sentences

Increase (decrease) in operating liabilities:

Repurchase agreements — — ( 986 )

Securities loaned — ( 13,902 ) ( 1,238 )

Financial instruments loaned, at fair value — — ( 13,902 )

Accrued compensation ( 25,178 ) 17,989 13,752

7 unchanged sentences

Cash and restricted cash transferred as part of Insurance Business Disposition — ( 369,407 ) —

Proceeds from disposal of subsidiary 512 — —

Purchases of fixed assets ( 10,591 ) ( 10,112 ) ( 30,829 )

3 unchanged sentences

Payments for acquisitions, net of cash acquired — — ( 7,871 )

Proceeds from sale of marketable securities — 14,237 24,626

Proceeds from sale of financial instruments owned, at fair value — — 14,237

Purchase of other assets ( 612 ) — ( 2,000 )

Net cash provided by (used in) investing activities $ ( 53,330 ) $ 121,133 $ ( 77,937 )

CASH FLOWS FROM FINANCING ACTIVITIES:

Repayments of long-term debt and collateralized borrowings $ ( 566,244 ) $ ( 357,789 ) $ ( 332,378 )

Issuance of long-term debt and collateralized borrowings, net of deferred issuance costs

298,419 524,396 709,849

BGC PARTNERS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

CONSOLIDATED STATEMENTS OF CASH FLOWS—(Continued)

(in thousands)

1 unchanged sentence

2022 2021 2020

CASH FLOWS FROM FINANCING ACTIVITIES:

Repayments of debt and collateralized borrowings $ ( 6,391 ) $ ( 566,244 ) $ ( 357,789 )

Issuance of debt and collateralized borrowings, net of deferred issuance costs ( 75 ) 298,419 524,396

Earnings distributions to limited partnership interests and other noncontrolling interests

3 unchanged sentences

Repurchase of Class A common stock ( 103,888 ) ( 365,398 ) ( 6 )

Cancellation of RSUs in satisfaction of withholding tax requirements — — ( 458 )

Proceeds from sale of Cantor Units in BGC Holdings 1,487 7,894 —

49 unchanged sentences

— — — ( 5 ) — — ( 1 ) ( 6 )

Forfeiture of Class A common stock, 22,046 shares

— — ( 12 ) ( 98 ) — — ( 29 ) ( 139 )

Contributions of capital to and from Cantor for equity-based compensation

2 unchanged sentences

4 — 1,664 — — — ( 90 ) 1,578

Cumulative effect of CECL standard adoption — — — — ( 883 ) — ( 417 ) ( 1,300 )

Other — — 5,060 — — — 946 6,006

16 unchanged sentences

Consolidated net income (loss) — — — — 124,007 — 29,481 153,488

Other comprehensive gain, net of tax — — — — — 4,172 445 4,617

Other comprehensive income (loss), net of tax — — — — — ( 11,618 ) ( 1,828 ) ( 13,446 )

Equity-based compensation, 2,167,170 shares

2 unchanged sentences

Earnings distributions to limited partnership interests and other noncontrolling interests — — — — — — ( 22,658 ) ( 22,658 )

— — — — — — ( 36,569 ) ( 36,569 )

Grant of exchangeability and redemption of limited partnership interests, issuance of 58,024,858 shares

6 unchanged sentences

— — — ( 307,773 ) — — ( 57,625 ) ( 365,398 )

Forfeiture of Class A common stock, 140,188 shares

— — 181 ( 648 ) — — ( 86 ) ( 553 )

Contributions of capital to and from Cantor for equity-based compensation — — ( 15,429 ) — — — ( 12,582 ) ( 28,011 )

Issuance of Class A common stock and RSUs for acquisitions, 390,775 shares

Grant of exchangeability, redemption of limited partnership interests and issuance of Class A common stock and RSUs for acquisitions, 1,789,018 shares

18 — 9,825 — — — ( 8,683 ) 1,160

Cumulative effect of CECL standard adoption — — — — ( 883 ) — ( 417 ) ( 1,300 )

Cantor purchase of Cantor units from BGC Holdings upon redemption of FPUs, 4,408,931 units

— — — — — — 7,894 7,894

Acquisition of Futures Exchange Group — — ( 7,616 ) — — — ( 1,406 ) ( 9,022 )

Other — — 4,699 — — — ( 22 ) 4,677

38 unchanged sentences

— — — — — — 1,487 1,487

Acquisition of Futures Exchange Group — — ( 7,616 ) — — — ( 1,406 ) ( 9,022 )

Other — — 1,334 — — — — 1,334

8 unchanged sentences

Organization and Basis of Presentation

Limited Partnership Interests in BGC Holdings and Newmark Holdings

Summary of Significant Accounting Policies

Earnings Per Share

Stock Transactions and Unit Redemptions

Financial Instruments Owned, at Fair Value

Collateralized Transactions

Receivables from and Payables to Broker-Dealers, Clearing Organizations, Customers and Related Broker-Dealers

Fair Value of Financial Assets and Liabilities

Related Party Transactions

Fixed Assets, Net

Goodwill and Other Intangible Assets, Net

Notes Payable, Other and Short-Term Borrowings

Commitments, Contingencies and Guarantees

Regulatory Requirements

Segment, Geographic and Product Information

Revenues from Contracts with Customers

Current Expected Credit Losses (CECL)

Supplemental Balance Sheet Information

Subsequent Events

Organization and Basis of Presentation

Business Overview

1 unchanged sentence

is a leading global financial brokerage and technology company servicing the global financial markets.

Through brands including BGC, GFI, Sunrise Brokers, Poten & Partners, RP Martin and Fenics, among others, the Company specializes in the brokerage of a broad range of products, including fixed income such as government bonds, corporate bonds, and other debt instruments, as well as related interest rate derivatives and credit derivatives.

The Company also brokers products across FX, equity derivatives and cash equities, energy and commodities, shipping and futures and options.

Through brands including BGC®, Fenics®, GFI®, Sunrise Brokers™, Poten & Partners®, and RP Martin®, among others, the Company's businesses specialize in the brokerage of a broad range of products, including fixed income such as government bonds, corporate bonds, and other debt instruments, as well as related interest rate derivatives and credit derivatives.

Additionally, the Company provides brokerage products across FX, Equities, Energy and Commodities, Shipping, and Futures and Options.

The Company's businesses also provide a wide variety of services, including trade execution, connectivity solutions, brokerage services, clearing, trade compression, and other post-trade services, information, and other back-office services to a broad assortment of financial and non-financial institutions.

BGC Partners’ integrated platform is designed to provide flexibility to customers with regard to price discovery, execution and processing of transactions, and enables them to use Voice, Hybrid, or in many markets, Fully Electronic brokerage services in connection with transactions executed either OTC or through an exchange.

Through the Company’s Fenics group of electronic brands, BGC Partners offers a number of market infrastructure and connectivity services, Fully Electronic marketplaces, and the Fully Electronic brokerage of certain products that also may trade via Voice and Hybrid execution.

The full suite of Fenics offerings includes Fully Electronic and Hybrid brokerage, market data and related information services, trade compression and other post-trade services, analytics related to financial instruments and markets, and other financial technology solutions.

Fenics brands also operate under the names Fenics, FMX, BGC Trader, CreditMatch, Fenics Market Data, Fenics GO, BGC Market Data, kACE 2 , Capitalab, Swaptioniser, CBID, Lucera and LumeAlfa.

BGC, BGC Partners, BGC Trader, GFI, GFI Ginga, CreditMatch, Fenics, Fenics.com, FMX, Sunrise Brokers, Poten & Partners, RP Martin, kACE 2 , Capitalab, Swaptioniser, CBID, Aqua, Lucera and LumeAlfa are trademarks/service marks, and/or registered trademarks/service marks of BGC Partners, Inc.

BGC Partners’ integrated platform is designed to provide flexibility to customers with regard to price discovery, execution and processing of transactions, and enables them to use the Company's Voice, Hybrid, or in many markets, Fully Electronic brokerage services in connection with transactions executed either OTC or through an exchange.

Through the Company's Fenics® group of electronic brands, BGC Partners offers a number of market infrastructure and connectivity services, including the Company's Fully Electronic marketplaces, and the Fully Electronic brokerage of certain products that also may trade via the Company's Voice and Hybrid execution platforms.

The full suite of Fenics® offerings includes the Company's Fully Electronic and Hybrid brokerage, market data and related information services, trade compression and other post-trade services, analytics related to financial instruments and markets, and other financial technology solutions.

Fenics® brands also operate under the names Fenics®, FMX™, FMX Futures Exchange™, Fenics Markets Xchange™, Fenics Futures

Exchange™, Fenics UST™, Fenics FX™, Fenics Repo™, Fenics Direct™, Fenics MID™, Fenics Market Data™, Fenics GO™, Fenics PortfolioMatch™, kACE2®, and Lucera®.

BGC, BGC Partners, BGC Trader, GFI, GFI Ginga, CreditMatch, Fenics, Fenics.com, FMX, Sunrise Brokers, Poten & Partners, RP Martin, kACE2, Capitalab, Swaptioniser, CBID, and Lucera are trademarks/service marks, and/or registered trademarks/service marks of BGC Partners, Inc.

and/or its affiliates.

The Company’s customers include many of the world’s largest banks, broker-dealers, investment banks, trading firms, hedge funds, governments, corporations, and investment firms.

BGC Partners has dozens of offices globally in major markets including New York and London, as well as in Bahrain, Beijing, Bermuda, Bogotá, Brisbane, Buenos Aires, Chicago, Copenhagen, Dubai, Dublin, Frankfurt, Geneva, Hong Kong, Houston, Istanbul, Johannesburg, Madrid, Melbourne, Mexico City, Miami, Milan, Monaco, Moscow, Nyon, Paris, Rio de Janeiro, Santiago, São Paulo, Seoul, Shanghai, Singapore, Sydney, Tel Aviv, Tokyo, Toronto, and Zurich.

BGC Partners has dozens of offices globally in major markets including New York and London, as well as in Bahrain, Beijing, Bogotá, 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.

Basis of Presentation

The Company’s consolidated financial statements have been prepared pursuant to the rules and regulations of the SEC and in conformity with U.S.

The Company’s Consolidated Financial Statements and Notes to the Consolidated Financial Statements have been prepared pursuant to the rules and regulations of the SEC and in conformity with U.S.

The Company’s Consolidated Financial Statements include the Company’s accounts and all subsidiaries in which the Company has a controlling interest.

7 unchanged sentences

The purchase of the Futures Exchange Group was accounted for as an equity transaction for the period ended September 30, 2021 (the period in which the transaction occurred).

The following tables summarize the impact of the Futures Exchange Group acquisition to the Company's consolidated statement of financial condition as of December 31, 2020, and to the Company's consolidated statements of operations for the years ended December 31, 2020 and 2019 (in thousands, except per share amounts):

December 31, 2020

As Previously Reported Retrospective Adjustments As Adjusted

Total assets $ 3,949,300 $ 3,942 $ 3,953,242

Total liabilities $ 3,120,397 $ 874 $ 3,121,271

Total equity $ 808,229 $ 3,068 $ 811,297

Total liabilities, redeemable partnership interest, and equity $ 3,949,300 $ 3,942 $ 3,953,242

Year Ended December 31, 2020 Year Ended December 31, 2019

As Previously Reported Retrospective Adjustments As Adjusted As Previously Reported Retrospective Adjustments As Adjusted

Income (loss) from operations before income taxes $ 77,905 $ ( 5,684 ) $ 72,221 $ 122,064 $ ( 5,437 ) $ 116,627

Consolidated net income (loss) $ 56,602 $ ( 5,684 ) $ 50,918 $ 72,253 $ ( 5,437 ) $ 66,816

Net income (loss) attributable to noncontrolling interest in subsidiaries $ 7,694 $ ( 1,838 ) $ 5,856 $ 24,691 $ ( 1,776 ) $ 22,915

Net income (loss) available to common stockholders $ 48,908 $ ( 3,846 ) $ 45,062 $ 47,562 $ ( 3,661 ) $ 43,901

Basic earnings (loss) per share $ 0.14 $ ( 0.02 ) $ 0.12 $ 0.14 $ ( 0.01 ) $ 0.13

Diluted earnings (loss) per share $ 0.13 $ ( 0.01 ) $ 0.12 $ 0.13 $ ( 0.01 ) $ 0.12

Additionally, the consolidated statements of comprehensive income (loss), consolidated statements of cash flows and consolidated statements of changes in equity have been adjusted to reflect these retrospective adjustments.

During the year ended December 31, 2020, the Company changed the line item formerly known as “Interest income” to “Interest and dividend income” in the Company’s consolidated statements of operation.

The change did not result in any reclassification of revenue, had no impact on the Company’s “Total revenues” and is viewed only as a name change to better reflect the underlying activity.

During the year ended December 31, 2019, the Company changed the line item formerly known as “Allocations of net income and grant of exchangeability to limited partnership units and FPUs and issuance of common stock” to “Equity-based compensation and allocations of net income to limited partnership units and FPUs” in the Company’s consolidated statements of operations and consolidated statements of cash flows.

The change resulted in the reclassification of amortization charges related to equity-based awards such as REUs and RSUs from “Compensation and employee benefits” to “Equity-based compensation and allocations of net income to limited partnership units and FPUs.” This change in presentation had no impact on the Company’s “Total compensation and employee benefits” nor “Total expenses.”

During the first quarter of 2022, the Company changed the name of the brokerage product line formerly labeled as “Equity derivatives and cash equity” to “Equities” to better align the caption with the underlying activity.

The change did not result in any reclassification of revenues and had no impact on the Company’s Total brokerage revenues.

During the second quarter of 2022, the Company combined "Realized losses (gains) on marketable securities", "Unrealized losses (gains) on marketable securities", and "Losses (gains) on other investments" on the unaudited Condensed Consolidated Statements of Cash Flows into "Losses (gains) on marketable securities and other investments".

The recognition of gains and losses related to these investments are similar in nature and immaterial to the financial statements in 2022 and 2021.

During the third quarter of 2022, the Company renamed "Securities owned" as "Financial instruments owned, at fair value" and combined it with "Marketable securities" on the unaudited Condensed Consolidated Statements of Financial Condition.

In addition, "Losses (gains) on marketable securities and other investments" was renamed as "Unrealized/realized losses (gains) on financial instruments owned, at fair value and other investments" on the unaudited Condensed Consolidated Statements of Cash Flows.

The Consolidated Financial Statements contain all normal and recurring adjustments that, in the opinion of management, are necessary for a fair presentation of the Consolidated Statements of Financial Condition, the Consolidated Statements of Operations, the Consolidated Statements of Comprehensive Income (Loss), the Consolidated Statements of Cash Flows and the Consolidated Statements of Changes in Equity of the Company for the periods presented.

Spin-Off of Newmark

On November 30, 2018, the Company completed the Spin-Off.

See Note 2—"Limited Partnership Interests in BGC Holdings and Newmark Holdings," and Note 13—"Related Party Transactions" for more information.

Recently Adopted Accounting Pronouncements

In February 2016, the FASB issued ASU No.

2016-02, Leases (Topic 842) .

This standard requires lessees to recognize an ROU asset and lease liability for all leases with terms of more than 12 months.

Recognition, measurement and presentation of expenses will depend on classification as a finance or operating lease.

The amendments also require certain quantitative and qualitative disclosures.

Accounting guidance for lessors is mostly unchanged.

In July 2018, the FASB issued ASU No.

2018-10, Codification Improvements to Topic 842, Leases , to clarify how to apply certain aspects of the new leases standard.

The amendments address the rate implicit in the lease, impairment of the net investment in the lease, lessee reassessment of lease classification, lessor reassessment of lease term and purchase options, variable payments that depend on an index or rate and certain transition adjustments, among other issues.

In addition, in July 2018, the FASB issued ASU No.

2018-11, Leases (Topic 842), Targeted Improvements , which provided an additional (and optional) transition method to adopt the new leases standard.

Under the new transition method, a reporting entity would initially apply the new lease requirements at the effective date and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption;

continue to report comparative periods presented in the financial statements in the period of adoption in accordance with legacy U.S.

GAAP (i.e., ASC 840, Leases );

and provide the required disclosures under ASC 840 for all periods presented under legacy U.S.

Further, ASU No.

2018-11 contains a practical expedient that allows lessors to avoid separating lease and associated non-lease components within a contract if certain criteria are met.

In December 2019, the FASB issued ASU No.

2018-20, Leases (Topic 842), Narrow-Scope Improvements for Lessors , to clarify guidance for lessors on sales taxes and other similar taxes collected from lessees, certain lessor costs and recognition of variable payments for contracts with lease and non-lease components.

In March 2019, the FASB issued ASU No.

2019-01, Leases (Topic 842), Codification Improvements, to clarify certain application and transitional disclosure aspects of the new leases standard.

The amendments address determination of the fair value of the underlying asset by lessors that are not manufacturers or dealers and clarify interim period transition disclosure requirements, among other issues.

The guidance in ASUs No.

2016-02, 2018-10, 2018-11 and 2018-20 was effective beginning January 1, 2019, with early adoption permitted;

whereas the guidance in ASU No.

2019-01 was effective beginning January 1, 2020, with early adoption permitted.

The Company adopted the above-mentioned standards on January 1, 2019 using the effective date as the date of initial application.

Therefore, pursuant to this transition method financial information was not updated and the disclosures required under the new leases standards were not provided for dates and periods before January 1, 2019.

The guidance provides a number of optional practical expedients to be utilized by lessees upon transition.

Accordingly, BGC elected the “package of practical expedients,” which permitted the Company not to reassess under the new standard its prior conclusions about lease identification, lease classification and initial direct costs.

BGC did not elect the use-of-hindsight or the practical expedient pertaining to land easements, with the latter not being applicable to the Company.

The standard also provides practical expedients for an entity’s ongoing accounting as a lessee.

BGC elected the short-term lease recognition exemption for all leases that qualify.

This means, for those leases that qualify, the Company will not recognize ROU assets and lease liabilities, and this includes not recognizing ROU assets and lease liabilities for existing short-term leases of those assets upon transition.

The Company also elected the practical expedient to not separate lease and non-lease components for all of leases other than leases of real estate.

As a result, upon adoption, acting primarily as a lessee, BGC recognized a $ 192.4 million ROU asset and a $ 206.0 million lease liability on its consolidated statements of financial condition for its real estate and equipment operating leases.

The adoption of the guidance did not have a material impact on the Company’s consolidated statements of operations, consolidated statements of changes in equity and consolidated statements of cash flows.

See Note 25—“Leases” for additional information on the Company’s leasing arrangements.

In August 2017, the FASB issued ASU No.

2017-12, Derivatives and Hedging (Topic 815):

Targeted Improvements to Accounting for Hedging Activities .

The guidance intends to better align an entity’s risk management activities and financial reporting for hedging relationships through changes to both the designation and measurement guidance for qualifying hedging relationships and the presentation of hedge results.

To meet that objective, the amendments expand and refine hedge accounting for both nonfinancial and financial risk components and align the recognition and presentation of the effects of the hedging instrument and the hedged item in the financial statements.

In October 2018, the FASB issued ASU No.

2018-16, Derivatives and Hedging (Topic 815):

Inclusion of the Secured Overnight Financing Rate (SOFR) Overnight Index Swap (OIS) Rate as a Benchmark Interest Rate for Hedge Accounting Purposes .

Based on concerns about the sustainability of LIBOR, in 2017, a committee convened by the Federal Reserve Board and the Federal Reserve Bank of New York identified a broad Treasury repurchase agreement (repo) financing rate referred to as the SOFR as its preferred alternative reference rate.

The guidance in ASU No.

2018-16 adds the OIS rate based on SOFR as a U.S.

benchmark interest rate to facilitate the LIBOR to SOFR transition and provide sufficient lead time for entities to prepare for changes to interest rate risk hedging strategies for both risk management and hedge accounting purposes.

The amendments in this ASU were required to be adopted concurrently with the guidance in ASU No.

The guidance became effective for the Company on January 1, 2019 and was required to be applied on a prospective and modified retrospective basis.

The adoption of this guidance did not have a material impact on BGC’s consolidated financial statements.

In February 2018, the FASB issued ASU No.

2018-02, Income Statement — Reporting Comprehensive Income (Topic 220):

Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income.

The guidance helps organizations address certain stranded income tax effects in accumulated other comprehensive income resulting from the Tax Cuts and Jobs Act by providing an option to reclassify these stranded tax effects to retained earnings in each period in which the effect of the change in the U.S.

federal corporate income tax rate in the Tax Cuts and Jobs Act (or portion thereof) is recorded.

The standard became effective for BGC on January 1, 2019.

The guidance was required to be applied either in the period of adoption or retrospectively to each period (or periods) in which the effect of the change in the U.S.

federal corporate income tax rate in the Tax Cuts and Jobs Act is recognized.

The Company adopted the guidance starting on January 1, 2019.

The adoption of the standard did not have a material impact on the Company’s consolidated financial statements.

In June 2018, the FASB issued ASU No.

2018-07, Compensation—Stock Compensation (Topic 718):

Improvements to Nonemployee Share-Based Payment Accounting .

The guidance largely aligns the accounting for share-based payment awards issued to employees and nonemployees, whereby the existing employee guidance will apply to nonemployee share-based

transactions (as long as the transaction is not effectively a form of financing), with the exception of specific guidance related to the attribution of compensation cost.

The cost of nonemployee awards will continue to be recorded as if the grantor had paid cash for the goods or services.

In addition, the contractual term will be able to be used in lieu of an expected term in the option-pricing model for nonemployee awards.

The standard became effective for the Company on January 1, 2019.

The ASU was required to be applied on a prospective basis to all new awards granted after the date of adoption.

In addition, any liability-classified awards that were not settled and equity-classified awards for which a measurement date had not been established by the adoption date were remeasured at fair value as of the adoption date with a cumulative effect adjustment to opening retained earnings in the year of adoption.

BGC adopted this standard on its effective date.

The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements.

In July 2019, the FASB issued ASU No.

2019-07, Codification Updates to SEC Sections—Amendments to SEC Paragraphs Pursuant to SEC Final Rule Releases No.

33-10532, Disclosure Update and Simplification, and Nos.

33-10231 and 33-10442, Investment Company Reporting Modernization, and Miscellaneous Updates .

The guidance clarifies or improves the disclosure and presentation requirements of a variety of codification topics by aligning them with already effective SEC final rules, thereby eliminating redundancies and making the codification easier to apply.

This ASU was effective upon issuance, and it did not have a material impact on the Company’s consolidated financial statements and related disclosures.

In June 2016, the FASB issued ASU No.

2016-13, Financial Instruments—Credit Losses (Topic 326)—Measurement of Credit Losses on Financial Instruments , which requires financial assets that are measured at amortized cost to be presented, net of an allowance for credit losses, at the amount expected to be collected over their estimated life.

Expected credit losses for newly recognized financial assets, as well as changes to credit losses during the period, are recognized in earnings.

For certain PCD assets, the initial allowance for expected credit losses is recorded as an increase to the purchase price.

Expected credit losses, including losses on off-balance-sheet exposures such as lending commitments, are measured based on historical experience, current conditions and reasonable and supportable forecasts that affect the collectability of the reported amount.

The new standard became effective for the Company beginning January 1, 2020, under a modified retrospective approach, and early adoption was permitted.

In November 2018, the FASB issued ASU No.

2018-19, Codification Improvements to Topic 326, Financial Instruments—Credit Losses , to clarify that operating lease receivables accounted for under ASC 842, Leases , are not in the scope of the new credit losses guidance, and, instead, impairment of receivables arising from operating leases should be accounted for in accordance with ASC 842, Leases .

In April 2019, the FASB issued ASU No.

2019-04, Codification Improvements to Topic 326, Financial Instruments—Credit Losses , Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments.

The ASU makes changes to the guidance introduced or amended by ASU No.

2016-13, Financial Instruments—Credit Losses (Topic 326)—Measurement of Credit Losses on Financial Instruments .

See below for the description of the amendments stipulated in ASU No.

In addition, in May 2019, the FASB issued ASU No.

2019-05, Financial Instruments—Credit Losses (Topic 326):

Targeted Transition Relief .

The amendments in this ASU allow entities, upon adoption of ASU No.

2016-13, to irrevocably elect the fair value option for financial instruments that were previously carried at amortized cost and are eligible for the fair value option under ASC 825-10, Financial Instruments:

In November 2019, the FASB issued ASU No.

2019-11, Codification Improvements to Topic 326, Financial Instruments—Credit Losses .

The amendments in this ASU require entities to include certain expected recoveries of the amortized cost basis previously written off, or expected to be written off, in the allowance for credit losses for PCD assets;

provide transition relief related to troubled debt restructurings;

allow entities to exclude accrued interest amounts from certain required disclosures;

and clarify the requirements for applying the collateral maintenance practical expedient.

The amendments in ASUs No.

2018-19, 2019-04, 2019-05 and 2019-11 were required to be adopted concurrently with the guidance in ASU No.

BGC adopted the standards on their required effective date beginning January 1, 2020.

The primary effect of adoption related to the increase in the allowances for credit losses for Accrued commissions receivable, and Loans, forgivable loans and other receivables from employees and partners.

As a result, on a pre-tax basis, the Company recognized a decrease in assets and noncontrolling interest in subsidiaries, and an increase in retained deficit, of approximately $ 1.9 million, $ 0.6 million, and $ 1.3 million, respectively, as of January 1, 2020.

The tax effect of the impact of the adoption was an increase in assets and noncontrolling interest in subsidiaries, and a decrease in retained deficit of approximately $ 0.6 million, $ 0.2 million, and $ 0.4 million, respectively.

In January 2017, the FASB issued ASU No.

2017-04, Intangibles—Goodwill and Other (Topic 350):

Simplifying the Test for Goodwill Impairment , which eliminates the requirement to determine the fair value of individual assets and liabilities of a reporting unit to measure goodwill impairment.

Under the amendments in the ASU, goodwill impairment testing is performed by comparing the fair value of the reporting unit with its carrying amount and recognizing an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value.

The Company adopted the standard on its required effective date beginning January 1, 2020, and the guidance was applied on a prospective basis starting with the goodwill impairment test during the year ended December 31, 2020.

The adoption of this standard did not have a material impact on the Company’s consolidated financial statements.

In August 2018, the FASB issued ASU No.

2018-13, Fair Value Measurement (Topic 820):

Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement .

The guidance is part of the FASB’s disclosure framework project, whose objective and primary focus are to improve the effectiveness of disclosures in the notes to financial

The ASU eliminates, amends and adds certain disclosure requirements for fair value measurements.

The FASB concluded that these changes improve the overall usefulness of the footnote disclosures for financial statement users and reduce costs for preparers.

Certain disclosures are required to be applied prospectively and other disclosures need to be adopted retrospectively in the period of adoption.

As permitted by the transition guidance in the ASU, the Company early adopted, eliminated and modified disclosure requirements as of September 30, 2018.

The early adoption of this guidance did not have an impact on the Company’s consolidated financial statements.

The additional disclosure requirements were adopted by BGC beginning January 1, 2020, and the adoption of these fair value measurement disclosures did not have an impact on the Company’s consolidated financial statements.

See Note 13 — “Fair Value of Financial Assets and Liabilities” for additional information.

In August 2018, the FASB issued ASU No.

2018-15, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40):

Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (a consensus of the FASB Emerging Issues Task Force) .

The guidance on the accounting for implementation, setup, and other upfront costs (collectively referred to as implementation costs) applies to entities that are a customer in a hosting arrangement that is a service contract.

The amendments align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license).

The accounting for the service element of a hosting arrangement that is a service contract is not affected by the guidance in this ASU.

BGC adopted the standard on its effective date beginning January 1, 2020.

The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements.

In October 2018, the FASB issued ASU No.

2018-17, Consolidation (Topic 810):

Targeted Improvements to Related Party Guidance for Variable Interest Entities .

The guidance was issued in response to stakeholders’ observations that Topic 810, Consolidation , could be improved in the areas of applying the variable interest entity guidance to private companies under common control and in considering indirect interests held through related parties under common control for determining whether fees paid to decision makers and service providers are variable interests.

BGC adopted the standard on its effective date beginning January 1, 2020.

The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements.

In April 2019, the FASB issued ASU No.

2019-04, Codification Improvements to Topic 326, Financial Instruments—Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments .

The ASU amends guidance introduced or amended by ASU No.

2016-13, Financial Instruments—Credit Losses (Topic 326)—Measurement of Credit Losses on Financial Instruments , ASU No.

2017-12, Derivatives and Hedging (Topic 815):

Targeted Improvements to Accounting for Hedging Activities , and ASU No.

2016-01, Financial Instruments—Overall (Subtopic 825-10):

Recognition and Measurement of Financial Assets and Financial Liabilities .

The amendments to ASU No.

2016-13 clarify the scope of the credit losses standard and address guidance related to accrued interest receivable balances, recoveries, variable interest rates and prepayments, among other issues.

With respect to amendments to ASU No.

2017-12, the guidance addresses partial-term fair value hedges, fair value hedge basis adjustments, and certain transition requirements, along with other issues.

The clarifying guidance pertaining to ASU No.

2016-01 requires an entity to remeasure an equity security without a readily determinable fair value accounted for under the measurement alternative at fair value in accordance with guidance in ASC 820, Fair Value Measurement ;

specifies that equity securities without a readily determinable fair value denominated in nonfunctional currency must be remeasured at historical exchange rates;

and provides fair value measurement disclosure guidance.

BGC adopted the standard on the required effective date beginning January 1, 2020.

The adoption of the hedge accounting and the recognition and measurement guidance amendments did not have a material impact on the Company’s consolidated financial statements.

See above for the impact of adoption of the amendments related to the credit losses standard.

In November 2019, the FASB issued ASU No.

2019-08, Compensation—Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606):

Codification Improvements—Share-Based Consideration Payable to a Customer .

The ASU simplifies and increases comparability of accounting for nonemployee share-based payments, specifically those made to customers.

Under the guidance, such awards will be accounted for as a reduction of the transaction price in revenue, but should be measured and classified following the stock compensation guidance in ASC 718, Compensation—Stock Compensation .

BGC adopted the standard on the required effective date beginning January 1, 2020.

The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements.

In December 2019, the FASB issued ASU No.

2019-12, Income Taxes (Topic 740):

1 unchanged sentence

The ASU is part of the FASB’s simplification initiative, and it is expected to reduce cost and complexity related to accounting for income taxes by eliminating certain exceptions to the guidance in ASC 740, Income Taxes related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences.

The guidance also simplifies aspects of the accounting for franchise taxes and enacted changes in tax laws or rates, and clarifies the accounting for transactions that result in a step-up in the tax basis of

BGC adopted the standard on the required effective date beginning January 1, 2021 on a prospective basis.

5 unchanged sentences

The adoption of this guidance did not have a material impact on the Company’s Consolidated Financial Statements.

In March 2020, the FASB issued ASU No.

2020-03, Codification Improvements to Financial Instruments .

This ASU makes narrow-scope amendments related to various aspects pertaining to financial instruments and related disclosures by clarifying or improving the Codification.

For the most part, the guidance was effective upon issuance, and the adoption of the standard did not have a material impact on the Company’s consolidated financial statements.

In October 2020, the FASB issued ASU No.

4 unchanged sentences

The adoption of this guidance did not have an impact on the Company’s Consolidated Financial Statements.

New Accounting Pronouncements

In March 2020, the FASB issued ASU No.

11 unchanged sentences

2020-04, provisions of this ASU are effective upon issuance and generally can be applied through December 31, 2022.

Management is evaluating and planning for adoption of the new guidance, including forming a cross-functional LIBOR transition team to determine the Company’s transition plan and facilitate an orderly transition to alternative reference rates, and continuing its assessment on the Company’s consolidated financial statements.

During the first quarter of 2022, the Company elected to apply the practical expedients to modifications of qualifying contracts as continuation of the existing contract rather than as a new contract.

The adoption of the new guidance did not have an impact on the Company's Consolidated Financial Statements.

In August 2020, the FASB issued ASU No.

4 unchanged sentences

Additionally, the amendments affect the diluted EPS calculation for instruments that may be settled in cash or shares and for convertible instruments.

The new standard became effective for the Company beginning January 1, 2022 and can be applied using either a modified retrospective or a fully retrospective method of transition.

The adoption of this guidance is not expected to have a material impact on the Company's consolidated financial statements.

In October 2021, the FASB issued ASU No.

2021-08, Business Combinations (Topic 805):

Accounting for Contract Assets and Contract Liabilities from Contracts with Customers .

The standard improves the accounting for acquired revenue contracts with customers in a business combination by addressing diversity in practice and inconsistency related to the recognition of an acquired contract liability, as well as payment terms and their effect on subsequent revenue recognized by the acquirer.

The ASU requires companies to apply guidance in ASC 606, Revenue from Contracts with Customers , to recognize and measure contract assets and contract liabilities from contracts with customers acquired in a business combination, and, thus, creates an exception to the general recognition and measurement principle in ASC 805, Business Combinations .

standard will become effective for the Company beginning January 1, 2023, can be applied prospectively for business combinations occurring on or after the effective date, and early adoption is permitted.

Management is currently evaluating the impact of the new standard on the Company’s consolidated financial statements.

BGC adopted the standard on the required effective date beginning January 1, 2022, and it was applied using a modified retrospective method of transition.

The adoption of this guidance did not have a material impact on the Company's Consolidated Financial Statements.

In November 2021, the FASB issued ASU No.

5 unchanged sentences

The ASU requires disclosure of the nature and significant terms and considerations of the transactions, the accounting policies used and the effects of those transactions on an entity’s financial statements.

The new standard will become effective for the Company’s financial statements issued for annual reporting periods beginning on January 1, 2022, can be applied prospectively or retrospectively, and early adoption is permitted.

The new standard became effective for the Company’s

financial statements issued for annual reporting periods beginning on January 1, 2022, and it will be applied prospectively.

The adoption of this guidance did not have a material impact on the Company’s Consolidated Financial Statements.

New Accounting Pronouncements

In October 2021, the FASB issued ASU No.

2021-08, Business Combinations (Topic 805):

Accounting for Contract Assets and Contract Liabilities from Contracts with Customers .

The new standard became effective for the Company beginning January 1, 2023, and will be applied prospectively for business combinations occurring on or after the effective date.

The adoption of this guidance is not expected to have a material impact on the Company’s Consolidated Financial Statements.

In March 2022, the FASB issued ASU No.

2022-02, Financial Instruments—Credit Losses (Topic 326):

Troubled Debt Restructurings and Vintage Disclosures .

The guidance is intended to improve the decision usefulness of information provided to investors about certain loan refinancings, restructurings, and write-offs.

The standard eliminates the recognition and measurement guidance on TDRs for creditors that have adopted ASC 326, Financial Instruments — Credit Losses and requires them to make enhanced disclosures about loan modifications for borrowers experiencing financial difficulty.

The new guidance also requires public business entities to present current-period gross write-offs (on a current year-to-date basis for interim-period disclosures) by year of origination in their vintage disclosures.

The new standard became effective for the Company beginning January 1, 2023.

The guidance for recognition and measurement of TDRs will be applied using a prospective transition method, and the amendments related to disclosures will be applied prospectively.

The adoption of this guidance is not expected to have a material impact on the Company’s Consolidated Financial Statements.

In September 2022, the FASB issued ASU No.

2022-04, Liabilities—Supplier Finance Programs (Subtopic 405-50):

Debt Restructurings Disclosure of Supplier Finance Program Obligations .

The guidance requires entities to disclose the key terms of supplier finance programs they use in connection with the purchase of goods and services along with information about their obligations under these programs, including a rollforward of those obligations.

The new standard became effective for the Company beginning on January 1, 2023, except for the rollforward requirement, which is effective beginning January 1, 2024.

The guidance requires retrospective application to all periods in which a balance sheet is presented, except for the rollforward requirement, which will be applied prospectively.

The adoption of this guidance is not expected to have a material impact on the Company’s Consolidated Financial Statements.

In December 2022, the FASB issued ASU No.

2022-06, Reference Rate Reform (Topic 848):

Deferral of the Sunset Date of Topic 848.

2020-04, Reference Rate Reform (Topic 848):

Facilitation of the Effects of Reference Rate Reform on Financial Reporting provided optional guidance to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting.

The ASU was effective upon issuance and generally could be applied through December 31, 2022.

Because the current relief in ASC 848, Reference Rate Reform may not cover a period of time during which a significant number of modifications may take place, the amendments in ASU No.

2022-06 defer the sunset date from December 31, 2022 to December 31, 2024, after which entities will no longer be permitted to apply the relief in ASC 848.

The ASU is effective upon issuance.

Management is currently evaluating the impact of the new standard on the Company’s consolidated financial statements.

9 unchanged sentences

The FPUs, LPUs and limited partnership interests held by Cantor, each as described below, collectively represent all of the limited partnership interests in BGC Holdings and Newmark Holdings.

As a result of the Separation, limited partnership interests in Newmark Holdings were distributed to the holders of limited partnership interests in BGC Holdings, whereby each holder of BGC Holdings limited partnership interests at that time who held a BGC Holdings limited partnership interest received a corresponding Newmark Holdings limited partnership interest, determined by the Contribution Ratio, which was equal to a BGC Holdings limited partnership interest multiplied by one divided by 2.2 , divided by the Exchange Ratio.

divided by 2.2 , divided by the Exchange Ratio.

Initially, the Exchange Ratio equaled one , so that each Newmark Holdings limited partnership interest was exchangeable for one share of Newmark Class A common stock.

43 unchanged sentences

In quarterly periods in which the Company has a net loss, the loss allocation for FPUs, LPUs and Cantor units in BGC Holdings is allocated to Cantor and reflected as a component of “Net income (loss) attributable to noncontrolling interest in subsidiaries” in the Company’s Consolidated Statements of Operations.

In subsequent quarters in which the Company has net

income, the initial allocation of income to the limited partnership interests in BGC Holdings is to Cantor and is recorded as “Net income (loss) attributable to noncontrolling interests in subsidiaries,” to recover any losses taken in earlier quarters, with the remaining income allocated to the limited partnership interests.

In subsequent quarters in which the Company has net income, the initial allocation of income to the limited partnership interests in BGC Holdings is to Cantor and is recorded as “Net income (loss) attributable to noncontrolling interests in subsidiaries,” to recover any losses taken in earlier quarters, with the remaining income allocated to the limited partnership interests.

This income (loss) allocation process has no impact on the net income (loss) allocated to common stockholders.

12 unchanged sentences

Trade execution and clearing services, when provided together, represent a single performance obligation as the services are not separately identifiable in the context of the contract.

Commission revenues are recognized at a point in time on the trade-date, when the customer obtains control of the service and can direct the use of, and obtain substantially all of the remaining benefits from the asset.

Commission revenues are recognized at a point in time on the trade-date, when the customer obtains control of the service and can direct the use of, and obtain

substantially all of the remaining benefits from the asset.

The Company records a receivable between the trade-date and settlement date when payment is received.

13 unchanged sentences

Data revenues primarily consist of subscription fees and fees from customized one-time sales provided to customers either directly or through third-party vendors.

Regarding this revenue stream, the Company determined that software implementation, license usage, and related support services represent a single-performance obligation because the combination

of these deliverables is necessary for the customer to derive benefit from the data.

Regarding this revenue stream, the Company determined that software implementation, license usage, and related support services represent a single-performance obligation because the combination of these deliverables is necessary for the customer to derive benefit from the data.

As such, once implementation is complete, monthly subscription fees are billed in advance and recognized on a straight-line basis over the life of the license period.

8 unchanged sentences

Other Income (Losses), Net:

Gain (Loss) on Divestiture and Sale of Investments:

Gain (loss) on divestiture and sale of investments is comprised of gains or losses recorded in connection with the divestiture of certain businesses or sale of investments (see Note 5—“Divestitures”).

Gains (Losses) on Divestitures and Sale of Investments:

Gains (losses) on divestitures and sale of investments is comprised of gains and losses recorded in connection with the divestiture of certain businesses or sale of investments (see Note 5—“Divestitures”).

Gains (Losses) on Equity Method Investments:

Gains (losses) on equity method investments represent the Company’s pro-rata share of the net gains or losses on investments over which the Company has significant influence but which it does not control.

Gains (losses) on equity method investments represent the Company’s pro-rata share of the net gains and losses on investments over which the Company has significant influence but which it does not control.

Other Income (Loss):

Other income (loss) is primarily comprised of gains or losses associated with the movements related to the changes in fair value and/or hedges on marketable equity securities and investments carried under the measurement alternative (see Note 10—“Marketable Securities” and Note 15—“Investments”).

Prior to the Spin-Off, the Company’s operations consisted of two reportable segments, Financial Services and Real Estate Services.

As a result of the Spin-Off, the Company has one reportable segment (see Note 23—“Segment, Geographic and Product Information”).

Other income (loss) is primarily comprised of gains and losses associated with the movements related to the changes in fair value and/or hedges of Financial instruments owned, at fair value equity securities and investments carried under the measurement alternative (see Note 8—“Financial Instruments Owned, at Fair Value” and Note 14—“Investments”).

The Company has one reportable segment (see Note 22—“Segment, Geographic and Product Information”).

Cash and Cash Equivalents:

6 unchanged sentences

that have been promulgated to protect customer assets.

In addition, BGC premiums collected from insureds but not yet remitted to insurance companies and claims collected from insurance companies but not yet remitted to insureds are recorded as “Cash segregated under regulatory requirements,” and the corresponding liability is recorded as “Accounts payable, accrued and other liabilities” in the Company’s consolidated statements of financial condition.

The Company sold its Insurance brokerage business on November 1, 2021 (see Note 5—"Divestitures" for additional information).

Securities Owned:

Securities owned primarily consist of unencumbered U.S.

Treasury bills held for liquidity purposes.

Securities owned are classified as trading and marked-to-market daily based on current listed market prices (or, when applicable, broker or dealer quotes), with the resulting gains and losses included in operating income in the current period.

Unrealized and realized gains and losses from securities owned are included as part of “Principal transactions” in the Company’s consolidated statements of operations.

Financial Instruments Owned, at Fair Value:

Financial instruments owned, at fair value primarily consist of unencumbered U.S.

Treasury bills held for liquidity purposes as well as equity securities with readily determinable fair value, foreign government bonds, and corporate bonds.

Debt securities presented within Financial instruments owned, at fair value are classified as trading and marked-to-market daily based on current listed market prices (or, when applicable, broker or dealer quotes), with the resulting gains and losses included in operating income in the current period.

Unrealized and realized gains and losses from changes in fair value of these debt securities are included as part of “Principal transactions” in the Company’s Consolidated Statements of Operations.

In accordance with the guidance on recognition and measurement of equity investments with readily determinable fair value, the Company carries these equity securities at fair value and recognizes any changes in fair value currently within “Other income (loss)” in the Company’s Consolidated Statements of Operations.

See Note 8—“Financial Instruments Owned, at Fair Value” for additional information.

GAAP defines fair value as the price received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date and further expands disclosures about such fair value measurements.

20 unchanged sentences

See Note 12—“Fair Value of Financial Assets and Liabilities” for more information on the fair value of financial assets and liabilities.

Marketable Securities:

Marketable securities comprise equity securities with readily determinable fair value.

These securities are held for investment purposes and accounted for in accordance with the U.S.

GAAP guidance, Investments — Debt and Equity Securities .

In accordance with the guidance on recognition and measurement of equity investments, the Company carries its marketable equity securities at fair value and recognizes any changes in fair value currently within “Other income (loss)” in the Company’s consolidated statements of operations.

See Note 10—“Marketable Securities” for additional information.

Receivables from and Payables to Broker-Dealers, Clearing Organizations, Customers and Related Broker-Dealers:

transactions which have not settled as of their stated settlement dates, cash held at clearing organizations and exchanges to facilitate settlement and clearance of matched principal transactions, and spreads on matched principal transactions that have not yet been remitted from/to clearing organizations and exchanges.

Receivables from and payables to broker-dealers, clearing organizations, customers and related broker-dealers primarily represent principal transactions for which the stated settlement dates have not yet been reached and principal transactions which have not settled as of their stated settlement dates, cash held at clearing organizations and exchanges to facilitate settlement and clearance of matched principal transactions, and spreads on matched principal transactions that have not yet been remitted from/to clearing organizations and exchanges.

Also included are amounts related to open derivative contracts, which are generally executed on behalf of the Company’s customers.

1 unchanged sentence

Current Expected Credit Losses (CECL)

The accounting policy changes described below were updated pursuant to the adoption of ASU No.

2016-13, Financial Instruments—Credit Losses (Topic 326)—Measurement of Credit Losses on Financial Instruments and related amendments on January 1, 2020.

These policy updates have been applied using the modified retrospective approach in the Company’s consolidated financial statements from January 1, 2020 onward.

Financial information for the historical comparable periods was not revised and continues to be reported under the accounting standards in effect during those historical periods.

In accordance with the guidance in ASC 326, the Company presents its financial assets that are measured at amortized cost, net of an allowance for credit losses, which represents the amount expected to be collected over their estimated life.

In accordance with the U.S.

GAAP guidance, Financial Instruments—Credit Losses , the Company presents its financial assets that are measured at amortized cost, net of an allowance for credit losses, which represents the amount expected to be collected over their estimated life.

Expected credit losses for newly recognized financial assets carried at amortized cost, as well as changes to expected lifetime credit losses during the period, are recognized in earnings.

16 unchanged sentences

Management considered that historically the Company has collected on substantially all its receivables, and, therefore, the LGD assumption is a reasonable benchmark in absence of internal data from which to develop an LGD measure.

The macroeconomic adjustment is based on an average of the outlook scenarios for changes in the Real GDP growth rate for advanced economies over the next year, including the impact of COVID-19.

The macroeconomic adjustment is based on an average of the outlook scenarios for changes in the Real GDP growth rate for advanced economies over the next year.

Historical and forecast data for this metric is obtained from the International Monetary Fund’s World Economic Outlook database.

2 unchanged sentences

The Company notes that, given the short-term nature of these receivables, a forecast beyond 1 year is neither required nor appropriate, and, therefore, the adjustment also covers the approximated life of these assets with no need for reversion.

In the Company’s capacity as an insurance agent and broker, BGC collected premiums from insureds and, after deducting its commission, remited the premiums to the respective insurers.

In the Company’s capacity as an insurance agent and broker, BGC collected premiums from insureds and, after deducting its commission, remitted the premiums to the respective insurers.

BGC also collected claims or refunds from insurers on behalf of insureds.

fiduciary capacity were recorded as “Accounts payable, accrued and other liabilities” in the Company’s consolidated statements of financial condition.

Uncollected premiums from insureds and uncollected claims or refunds from insurers were recorded as “Accrued commissions and other receivables, net”, and the corresponding unremitted insurance premiums and claims held in a fiduciary capacity were recorded as “Accounts payable, accrued and other liabilities” in the Company’s consolidated statements of financial condition.

The Company sold its Insurance brokerage business on November 1, 2021 (see Note 5—"Divestitures" for additional information).

21 unchanged sentences

The Company’s investments in which it has a significant influence but not a controlling financial interest and of which it is not the primary beneficiary are accounted for under the equity method.

In accordance with the guidance on recognition and measurement of equity investments, the Company has elected to use a measurement alternative for its equity investments without a readily determinable fair value, pursuant to which these investments are initially recognized at cost and remeasured through earnings when there is an observable transaction involving the same or similar investment of the same issuer, or due to an impairment.

the same or similar investment of the same issuer, or due to an impairment.

The Company evaluates potential impairment of equity method investments when a change in circumstances occurs, by applying the U.S.

GAAP guidance, under investments - Equity Method and Joint Ventures, and assessing whether the carrying amount can be recovered.

See Note 12—“Fair Value of Financial Assets and Liabilities” and Note 14—“Investments” for additional information.

9 unchanged sentences

The Company enters into leasing arrangements in the ordinary course of business as a lessee of office space, data centers and office equipment.

The accounting policies described below were updated pursuant to the adoption of the U.S.

GAAP standard on Leases and related amendments on January 1, 2019.

These policy updates have been applied using the modified retrospective approach in the Company’s consolidated financial statements from January 1, 2019 onward.

BGC determines whether an arrangement is a lease at inception.

ROU lease assets represent the Company’s right to use an underlying asset for the lease term, and lease liabilities represent BGC’s obligation to make lease payments arising from the lease.

Other than for leases with an initial term of twelve months or less, operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term.

Other than for leases with an initial term of twelve months or less, ROU lease assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term.

As most leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments.

The operating lease ROU asset also includes any lease payments made and excludes lease incentives.

The ROU lease asset also includes any lease payments made and excludes lease incentives.

Lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise those options.

Lease expense pertaining to operating leases is recognized on a straight-line basis over the lease term.

Lease expense pertaining to leases is recognized on a straight-line basis over the lease term.

Interest expense on finance leases is recognized using the effective interest method over the lease term.

Refer to Note 24—“Leases” for additional information.

5 unchanged sentences

When reviewing goodwill for impairment, BGC first assesses qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill.

The Company performed impairment evaluations for the years ended December 31, 2021, 2020 and 2019 and concluded that there was no impairment of its goodwill during any of these periods.

There was no impairment charge recognized for the Company’s indefinite-lived intangible assets other than goodwill for the years ended December 31, 2021, 2020 and 2019.

Intangible assets with definite lives are amortized on a straight-line basis over their estimated useful lives.

8 unchanged sentences

partnerships and are subject to the UBT in New York City.

Therefore, the tax liability or benefit related to the partnership income or loss except for UBT rests with the partners (see Note 2—“Limited Partnership Interests in BGC Holdings and Newmark Holdings” for a discussion of partnership interests), rather than the partnership entity.

than the partnership entity.

As such, the partners’ tax liability or benefit is not reflected in the Company’s consolidated financial statements.

8 unchanged sentences

Equity-Based Compensation:

The Company accounts for equity-based compensation under the fair value recognition provisions.

The Company accounts for equity-based compensation awards using the guidance in ASC 718, Compensation - Stock Compensation .

Equity-based compensation expense recognized during the period, for equity-based awards with a stated vesting schedule, is based on the value of the portion of equity-based payment awards that is ultimately expected to vest.

13 unchanged sentences

however, transferability is subject to compliance with BGC Partners’ and its affiliates’ customary noncompete obligations.

Such shares of restricted stock are generally saleable by partners in five to ten years .

Such shares of restricted stock are generally salable by partners in five to ten years .

Because the restricted stock is not subject to continued employment or service, the grant-date fair value of the restricted stock is expensed on the date of grant.

5 unchanged sentences

These limited partnership units held by BGC employees are accounted for as post-termination liability awards under the U.S.

GAAP guidance, which requires that the Company record an expense for such awards based on the change in value at each reporting period and include the expense in the Company’s consolidated statements of operations as part of “Equity-based compensation and allocations of net income to limited partnership units and FPUs.” The liability for these limited partnership units held by BGC employees with a post-termination payout amount is included in “Accrued compensation” on the Company’s consolidated statements of financial condition.

GAAP guidance, which requires that the Company record an expense for such awards based on the change in value at each reporting

period and include the expense in the Company’s consolidated statements of operations as part of “Equity-based compensation and allocations of net income to limited partnership units and FPUs.” The liability for these limited partnership units held by BGC employees with a post-termination payout amount is included in “Accrued compensation” on the Company’s consolidated statements of financial condition.

Following the Spin-Off, certain limited partnership units in BGC Holdings are granted exchangeability or redeemed in connection with the grant of shares of BGC Class A common stock on a one -for-one basis (subject to adjustment), and certain limited partnership units in Newmark Holdings are granted exchangeability or redeemed in connection with the grant of shares of Newmark Class A common stock based on the exchange ratio at the time.

1 unchanged sentence

Further, certain LPUs in BGC Holdings and Newmark Holdings have a stated vesting schedule and do not receive quarterly allocations of net income.

The grant-date fair value of these LPUs is amortized to expense ratably over the awards’

expected vesting periods.

The grant-date fair value of these LPUs is amortized to expense ratably over the awards’ expected vesting periods.

The non-cash equity-based amortization expense is reflected as a component of “Equity-based compensation and allocations of net income to limited partnership units and FPUs” in the Company’s consolidated statements of operations.

19 unchanged sentences

Assets and liabilities denominated in nonfunctional currencies are converted at rates of exchange prevailing on the date of the Company’s consolidated statements of financial condition, and revenues and expenses are converted at average rates of exchange for the period.

Gains and losses on remeasurement of foreign currency transactions denominated in nonfunctional currencies are recognized within “Other expenses” in the Company’s consolidated statements of operations.

Gains and losses on remeasurement of foreign currency transactions denominated in nonfunctional

currencies are recognized within “Other expenses” in the Company’s consolidated statements of operations.

Gains and losses on translation of the financial statements of non-U.S.

6 unchanged sentences

The amounts exchanged are based on the specific terms of the contract with reference to specified rates, securities, commodities, currencies or indices.

The Company does not designate any derivative contracts as hedges for accounting purposes.

GAAP requires that an entity recognize all derivative contracts as either assets or liabilities in the consolidated statements of financial condition and measure those instruments at fair value.

1 unchanged sentence

Derivative contracts are recorded as part of receivables from or payables to broker-dealers, clearing organizations, customers and related broker-dealers in the Company’s consolidated statements of financial condition .

There were no acquisitions completed by the Company for the year ended December 31, 2022.

Futures Exchange Group

1 unchanged sentence

For additional information, see Note 1—“Organization and Basis of Presentation.”

On March 6, 2020, the Company completed the acquisition of Algomi, a software company operating under a SaaS model that provides technology to bond market participants to improve their workflow and liquidity by data aggregation, pre-trade information analysis, and execution facilitation.

Other Acquisitions

During the year ended December 31, 2020, the Company completed several smaller acquisitions.

The aggregate consideration paid for these acquisitions was not material to the Company’s consolidated financial statements.

There were no other acquisitions completed by the Company for the year ended December 31, 2021.

Total Consideration

1 unchanged sentence

There was no other consideration paid during the year ended December 31, 2021.

The total consideration for acquisitions during the year ended December 31, 2020 was approximately $ 9.6 million in total fair value which was paid in cash.

The excess of the consideration over the fair value of the net assets acquired has been recorded as goodwill of approximately $ 2.8 million.

Except where otherwise noted, the results of operations of the Company’s acquisitions have been included in the Company’s consolidated financial statements subsequent to their respective dates of acquisition.

2 unchanged sentences

On November 1, 2021, the Company successfully completed the Insurance Business Disposition and, after closing adjustments, received $ 534.9 million in gross cash proceeds, subject to limited post-closing adjustments.

As a result of this sale, the Company recognized a $ 312.9 million gain, net of banking fees, other professional fees, and compensation expenses, which is included in “Gain (loss) on divestiture and sale of investments” in the Company's consolidated statements of operations.

As a result of this sale, the Company recognized a $ 312.9 million gain, net of banking fees, other professional fees, and compensation expenses, which was included in “Gains (losses) on divestitures and sale of investments” in the Company's Consolidated Statements of Operations for the year ended December 31, 2021.

CF&Co served as advisor to the Company in connection with the transaction, and as a result, the banking fees included $ 4.4 million paid to Cantor upon closing of the transaction.

The Company had no significant gains or losses from divestitures or sale of investments during the year ended December 31, 2020.

During the year ended December 31, 2019, the Company completed the sale of CSC, which was part of its energy and commodities businesses.

As a result of this sale, the Company recognized a $ 18.4 million gain, which is included in “Gain (loss) on divestiture and sale of investments” in the Company’s consolidated statements of operations.

Earnings Per Share

12 unchanged sentences

Fully diluted EPS is calculated utilizing net income (loss) available to common stockholders plus net income allocations to the limited partnership interests as the numerator.

The denominator comprises the Company’s weighted-average number of outstanding BGC shares of common stock, including contingent shares of BGC common stock, and, if dilutive, the weighted-average number of limited partnership interests, including contingent units of BGC Holdings, and other contracts to issue shares of BGC common stock, including RSUs.

The denominator comprises the Company’s weighted-average number of outstanding shares of BGC common stock, including contingent shares of BGC common stock, and, if dilutive, the weighted-average number of limited partnership interests, including contingent units of BGC Holdings, and other contracts to issue shares of BGC common stock, including RSUs.

The limited partnership interests generally are potentially exchangeable into shares of BGC Class A common stock (see Note 2—“Limited Partnership Interests in BGC Holdings and Newmark Holdings”) and are entitled to their pro-rata share of earnings after the deduction for the Preferred Distribution;

18 unchanged sentences

1 Partnership units collectively include FPUs, LPUs, and Cantor units (see Note 2—“Limited Partnership Interests in BGC Holdings and Newmark Holdings” for more information).

For the years ended December 31, 2021, 2020 and 2019, approximately 0.1 million, 0.7 million and 53.1 million potentially dilutive securities, respectively, were excluded from the computation of fully diluted EPS because their effect would have been anti-dilutive.

For the years ended December 31, 2022, 2021 and 2020, approximately 0.5 million, 0.1 million and 0.7 million of potentially dilutive securities, respectively, were excluded from the computation of fully diluted EPS because their effect would have been anti-dilutive.

Anti-dilutive securities for the year ended December 31, 2022 included 0.5 million RSUs.

Anti-dilutive securities for the year ended December 31, 2021 included 0.1 million RSUs.

Anti-dilutive securities for the year ended December 31, 2019 included 52.3 million limited partnership interests and 0.8 million RSUs.

Anti-dilutive securities for the year ended December 31, 2020 included 0.7 million RSUs.

As of December 31, 2022, 2021 and 2020, approximately 50.2 million, 36.4 million and 27.7 million shares, respectively, of contingent shares of BGC Class A common stock, N units, RSUs, and LPUs were excluded from the fully diluted EPS computations because the conditions for issuance had not been met by the end of the respective periods.

10 unchanged sentences

Other issuances of BGC Class A common stock 501 417

Issuance of BGC Class A common stock for general corporate purposes — 45

Treasury stock repurchases ( 27,087 ) ( 68,253 )

7 unchanged sentences

The Company did not issue any shares of BGC Class B common stock during the years ended December 31, 2022 and 2021.

As of December 31, 2021 and 2020, there were 45.9 million shares, respectively, of BGC Class B common stock outstanding.

On March 9, 2018, the Company filed a CEO program shelf registration statement on Form S-3 (the "March 2018 Form S-3") and entered into the March 2018 Sales Agreement, pursuant to which the Company could offer and sell up to an aggregate of $ 300.0 million of shares of BGC Class A common stock under the CEO Program.

Proceeds from shares of BGC Class A common stock sold under the March 2018 Sales Agreement could be used for the repurchase of shares and the redemptions of limited partnership interests in BGC Holdings, as well as for general corporate purposes, including acquisitions and the repayment of debt.

As of December 31, 2022 and 2021, there were 45.9 million shares of BGC Class B common stock outstanding.

On March 9, 2018, the Company filed the March 2018 Form S-3 and entered into the March 2018 Sales Agreement, pursuant to which the Company could offer and sell up to an aggregate of $ 300.0 million of shares of BGC Class A common stock under the CEO Program.

CF&Co is a wholly-owned subsidiary of Cantor and an affiliate of the Company.

3 unchanged sentences

As of the date of expiration, the Company had sold 17.6 million shares of BGC Class A common stock (or $ 210.8 million) under the March 2018 Sales Agreement.

For additional information on the Company’s CEO Program sales agreements, see Note 14—“Related Party Transactions.” On March 8, 2021, we filed a replacement CEO Program shelf registration statement on Form S-3, which has not yet been declared effective, with respect to the issuance and sale of up to an aggregate of $ 300.0 million of shares of BGC Class A common stock from time to time on a delayed or continuous basis.

For additional information on the Company’s CEO Program sales agreements, see Note 13—“Related Party Transactions.” On March 8, 2021, the Company filed a new CEO Program shelf registration statement on Form S-3 with respect to the issuance and sale of up to an aggregate of $ 300.0 million of shares of BGC Class A common stock from time to time on a delayed or continuous basis (the "March 2021 Form S-3").

On July 8, 2022, the Company filed an amendment to the March 2021 Form S-3.

On August 3, 2022, the March 2021 Form S-3 was declared effective by the SEC, and the Company entered into the August 2022 Sales Agreement on August 12, 2022.

Unit Redemptions and Share Repurchase Program

1 unchanged sentence

On August 3, 2021, the Company’s Board and Audit Committee increased the BGC Partners share repurchase and unit redemption authorization to $ 400.0 million, which may include purchases from Cantor, its partners or employees or other affiliated persons or entities.

Again, on November 4, 2022, the Board and Audit Committee increased the BGC Partners share repurchase and unit redemption authorization to $ 400.0 million, which may include purchases from Cantor, its partners or employees or other affiliated persons or entities.

As of December 31, 2022, the Company had $ 376.4 million remaining from its share repurchase and unit redemption authorization.

From time to time, the Company may actively continue to repurchase shares and/or redeem units.

The table below represents the units redeemed and/or shares repurchased for cash and does not include units redeemed/cancelled in connection with the grant of shares of BGC Class A common stock nor the limited partnership interests exchanged for shares of BGC Class A common stock.

The tables below represent the units redeemed and/or shares repurchased for cash and does not include units redeemed/cancelled in connection with the grant of shares of BGC Class A common stock nor the limited partnership interests exchanged for shares of BGC Class A common stock.

The gross unit redemptions and share repurchases of BGC Class A common stock during the year ended December 31, 2022 were as follows (in thousands, except for weighted-average price data):

4 unchanged sentences

or Share Approximate

Shares That May

Yet Be Redeemed/

Under the Program

Shares That Could Be Redeemed/

Under the Program at December 31, 2022

Redemptions 1

8 unchanged sentences

July 1, 2022—September 30, 2022 12,397 4.03

October 1, 2022—October 31, 2022 307 3.93

November 1, 2022—November 30, 2022 3,834 3.99

December 1, 2022—December 31, 2022 1,804 4.48

Total Repurchases 27,087 3.84

Total Redemptions and Repurchases 28,453 $ 3.84 $ 376,413

____________________________________

During the year ended December 31, 2022, the Company redeemed 1.3 million LPUs at an aggregate redemption price of $ 4.9 million for a weighted-average price of $ 3.87 per unit and 0.1 million FPUs at an aggregate redemption price of $ 0.4 million for a weighted-average price of $ 3.41 per unit.

The table above does not include units redeemed/cancelled in connection with the grant of 20.9 million shares of BGC Class A common stock during the year ended December 31, 2022, nor the limited partnership interests exchanged for 10.8 million shares of BGC Class A common stock during the year ended December 31, 2022.

During the year ended December 31, 2022, the Company repurchased 27.1 million shares of BGC Class A common stock at an aggregate price of $ 103.9 million for a weighted-average price of $ 3.84 per share.

The gross unit redemptions and share repurchases of BGC Class A common stock during the year ended December 31, 2021 were as follows (in thousands, except for weighted-average price data):

Period Total Number

Repurchased Weighted-

Average Price

Paid per Unit

or Share Approximate

Shares That Could Be Redeemed/

Under the Program at December 31, 2021

Redemptions 1

January 1, 2021—March 31, 2021 20 $ 4.40

April 1, 2021—June 30, 2021 4,715 5.82

July 1, 2021—September 30, 2021 73 5.14

October 1, 2021—December 31, 2021 38 5.37

Total Redemptions 4,846 $ 5.80

Repurchases 2

January 1, 2021—March 31, 2021 965 $ 4.56

April 1, 2021—June 30, 2021 16,542 6.25

July 1, 2021—September 30, 2021 24,433 5.19

October 1, 2021—December 31, 2021 26,313 4.97

Total Repurchases 68,253 5.35

2 unchanged sentences

During the year ended December 31, 2021, the Company redeemed 4.7 million LPUs at an aggregate redemption price of $ 27.5 million for a weighted-average price of $ 5.83 per unit and 0.1 million FPUs at an aggregate redemption price of $ 0.6 million for a weighted-average price of $ 4.86 per unit.

During the year ended December 31, 2020, the Company redeemed 1.8 million LPUs at an aggregate redemption price of $ 5.5 million for a weighted-average price of $ 3.03 per unit and approximately 0.7 million FPUs at an aggregate redemption price of $ 1.3 million for a weighted-average price of $ 1.79 per unit.

The table above does not include units redeemed/cancelled in connection with the grant of 27.5 million shares and 9.5 million shares of BGC Class A common stock during the years ended December 31, 2021 and 2020, respectively, nor the limited partnership interests exchanged for 32.2 million and 3.7 million shares of BGC Class A common stock during the years ended December 31, 2021 and 2020, respectively.

The table above does not include units redeemed/cancelled in connection with the grant of 27.5 million shares of BGC Class A common stock during the year ended December 31, 2021, nor the limited partnership interests exchanged for 32.2 million shares of BGC Class A common stock during the year ended December 31, 2021.

During the year ended December 31, 2021, the Company repurchased 68.3 million shares of BGC Class A common stock at an aggregate price of $ 365.4 million for a weighted-average price of $ 5.35 per share.

During the year ended December 31, 2020, the Company repurchased approximately 2 thousand shares of BGC Class A common stock at an aggregate price of $ 6 thousand for a weighted-average price of $ 2.58 per share.

Redeemable Partnership Interest

7 unchanged sentences

Balance at end of period $ 15,519 $ 18,761

Securities Owned

Securities owned primarily consist of unencumbered U.S.

Financial Instruments Owned, at Fair Value

Financial instruments owned, at fair value primarily consist of unencumbered U.S.

Treasury bills held for liquidity purposes.

Total securities owned were $ 40.8 million and $ 58.6 million as of December 31, 2021 and 2020, respectively.

Total Financial instruments owned, at fair value were $ 39.3 million and $ 41.2 million as of December 31, 2022 and 2021, respectively.

For additional information, see Note 12—“Fair Value of Financial Assets and Liabilities.”

These instruments are measured at fair value, with any changes in fair value recognized in earnings in the Company's Consolidated Statements of Operations.

The Company recognized unrealized net losses of $ 97.8 thousand and unrealized net gains of $ 41.3 thousand as of December 31, 2022 and 2021, respectively, related to the mark-to-market adjustments on such instruments.

Collateralized Transactions

1 unchanged sentence

Securities sold under Repurchase Agreements are accounted for as collateralized financing transactions and are recorded at the contractual amount for which the securities will be repurchased, including accrued interest.

As of December 31, 2021 and 2020, the Company had not facilitated any Repurchase Agreements for the purpose of financing fails.

Marketable Securities

Marketable securities consist of the Company’s ownership of equity securities carried at fair value in accordance with ASU 2016-01.

The securities had a fair value of $ 0.4 million and $ 0.3 million as of December 31, 2021 and 2020, respectively.

These marketable securities are measured at fair value, with any changes in fair value recognized in earnings and included in “Other income (loss)” in the Company’s consolidated statements of operations.

During the years ended December 31, 2021, 2020 and 2019, the Company recognized realized and unrealized net gains of $ 0.1 million, $ 0.4 million and $ 6.7 million, respectively, related to sales of shares, the mark-to-market adjustments on shares, and any related hedging transactions, when applicable.

During the year ended December 31, 2021, the Company did not sell any marketable securities.

During the year ended December 31, 2020, the Company sold marketable securities with a fair value of $ 14.2 million at the time of sale.

The Company did no t purchase any marketable securities during the years ended December 31, 2021 and 2020.

As of both December 31, 2022, and 2021, the Company had not facilitated any Repurchase Agreements for the purpose of financing fails.

Receivables from and Payables to Broker-Dealers, Clearing Organizations, Customers and Related Broker-Dealers

13 unchanged sentences

Other payables to broker-dealers and customers 15,871 13,732

Net pending trades 1,634 —

Open derivative contracts 7,633 2,849

Total $ 404,675 $ 656,278

A portion of these receivables and payables are with Cantor.

See Note 14—“Related Party Transactions” for additional information related to these receivables and payables.

Substantially all open fails to deliver, open fails to receive and pending trade transactions as of December 31, 2021 have subsequently settled at the contracted amounts.

In the normal course of operations, the Company enters into derivative contracts.

____________________________

Includes receivables and payables with Cantor.

See Note 13—“Related Party Transactions” for additional information.

Excluding unsettled trades impacted by Russia's Invasion of Ukraine, substantially all open fails to deliver, open fails to receive and pending trade transactions as of December 31, 2022 have subsequently settled at the contracted amounts.

See Note 19 — "Commitments, Contingencies and Guarantees" for additional information related to the potential loss associated with Russia's Invasion of Ukraine.

In the normal course of operations, the Company enters into derivative contracts to facilitate client transactions, hedge principal positions and facilitate hedging activities of affiliated companies.

These derivative contracts primarily consist of FX swaps, FX/commodities options, futures and forwards.

The Company enters into derivative contracts to facilitate client transactions, hedge principal positions and facilitate hedging activities of affiliated companies.

Derivative contracts can be exchange-traded or OTC.

12 unchanged sentences

Assets Liabilities Notional Amounts 1

FX/commodities options $ — $ — $ — $ 74 $ — $ 4,844

Forwards 392 419 207,966 295 215 302,141

FX swaps $ 3,134 $ 5,796 $ 586,020 $ 2,487 $ 1,490 $ 571,280

Forwards 603 569 197,278 392 419 207,966

Interest rate swaps 25 — 2,114,412 — — —

Futures — 1,268 4,253,088 — 940 3,914,813

8 unchanged sentences

Gross Amounts Gross Amounts Offset Net Amounts Presented in the Statements of Financial Condition

Forwards $ 452 $ ( 60 ) $ 392

FX swaps $ 3,623 $ ( 489 ) $ 3,134

Forwards 746 ( 143 ) 603

Interest rate swaps 895 ( 870 ) 25

Futures 64,769 ( 64,769 ) —

1 unchanged sentence

FX swaps $ 6,285 $ ( 489 ) $ 5,796

Forwards 479 ( 60 ) 419

Futures 66,037 ( 64,769 ) 1,268

Forwards 712 ( 143 ) 569

Interest rate swaps 870 ( 870 ) —

Total derivative liabilities $ 73,904 $ ( 66,271 ) $ 7,633

1 unchanged sentence

Gross Amounts Gross Amounts Offset Net Amounts Presented in the Statements of Financial Condition

FX/commodities options $ 74 $ — $ 74

Forwards $ 452 $ ( 60 ) $ 392

8 unchanged sentences

The change in fair value of derivative contracts is reported as part of “Principal transactions” in the Company’s Consolidated Statements of Operations.

The change in fair value of equity options related to marketable securities is included as part of “Other income (loss)” in the Company’s consolidated statements of operations.

The table below summarizes gains and (losses) on derivative contracts for the years ended December 31, 2022, 2021 and 2020 (in thousands):

2 unchanged sentences

Futures $ 16,388 $ 10,902 $ 10,100

FX/commodities options 225 293 252

FX swaps 2,466 182 381

FX/commodities options 331 225 293

Interest rate swaps 25 — —

Forwards — ( 43 ) 97

Equity options — — 318

Gains (losses) $ 11,266 $ 10,871 $ 14,629

Gains, net $ 19,210 $ 11,266 $ 10,871

Fair Value of Financial Assets and Liabilities

12 unchanged sentences

Level 1 Level 2 Level 3 Netting and Collateral Total

Marketable securities $ 406 $ — $ — $ — $ 406

Securities owned—Government debt 40,602 — — — 40,602

Securities owned—Equities 235 — — — 235

Forwards — 452 — ( 60 ) 392

Financial instruments owned, at fair value - Domestic Government debt $ 31,175 $ — $ — $ — $ 31,175

Financial instruments owned, at fair value - Foreign government debt — 7,678 — — 7,678

Financial instruments owned, at fair value - Equities 466 — — — 466

FX swaps — 3,623 — ( 489 ) 3,134

Forwards — 746 — ( 143 ) 603

Interest rate swaps — 895 — ( 870 ) 25

Futures — 64,769 — ( 64,769 ) —

Securities owned—Corporate bonds — 1 — — 1

Total $ 31,641 $ 77,711 $ — $ ( 66,271 ) $ 43,081

1 unchanged sentence

Level 1 Level 2 Level 3 Netting and Collateral Total

Futures $ — $ 71,437 $ — $ ( 70,497 ) $ 940

FX swaps $ — $ 6,285 $ — $ ( 489 ) $ 5,796

Futures — 66,037 — ( 64,769 ) 1,268

Forwards — 712 — ( 143 ) 569

Interest rate swaps — 870 — ( 870 ) —

Contingent consideration — — 24,279 — 24,279

2 unchanged sentences

Level 1 Level 2 Level 3 Netting and Collateral Total

Marketable securities $ 349 $ — $ — $ — $ 349

Securities owned—Government debt 57,918 — — — 57,918

Securities owned—Equities 75 — — — 75

FX/commodities options 74 — — — 74

Financial instruments owned, at fair value - Domestic Government debt $ 30,956 $ — $ — $ — $ 30,956

Financial instruments owned, at fair value - Foreign government debt — 9,646 — — 9,646

Financial instruments owned, at fair value - Equities 641 — — — 641

Financial instruments owned, at fair value - Corporate bonds — 1 — — 1

Forwards — 452 — ( 60 ) 392

1 unchanged sentence

Futures — 70,497 — ( 70,497 ) —

Securities owned—Corporate bonds — 579 — — 579

Total $ 31,597 $ 83,621 $ — $ ( 71,095 ) $ 44,123

10 unchanged sentences

Unrealized (gains) Losses for the period included in:

Opening Balance as of January 1, 2021 Total realized and unrealized (gains) losses included in Net income (loss) Unrealized (gains) losses included in Other comprehensive income (loss) 1

Opening Balance as of January 1, 2022 Total realized and unrealized (gains) losses included in Net income (loss) 1

Unrealized (gains) losses included in Other comprehensive income (loss) 2

Issuances Sales/

4 unchanged sentences

_______________________________________

Realized and unrealized gains (losses) are reported in "Other income (loss)," in the Company’s Consolidated Statements of Operations.

Unrealized gains (losses) are reported in “Foreign currency translation adjustments,” in the Company’s Consolidated Statements of Comprehensive Income (Loss).

35 unchanged sentences

Fair Value Measurements on a Non-Recurring Basis

Pursuant to the recognition and measurement guidance for equity investments, effective January 1, 2018, equity investments carried under the measurement alternative are remeasured at fair value on a non-recurring basis to reflect observable transactions which occurred during the period.

Pursuant to the recognition and measurement guidance for equity investments, equity investments carried under the measurement alternative are remeasured at fair value on a non-recurring basis to reflect observable transactions which occurred during the period.

The Company applied the measurement alternative to equity securities with the fair value of approximately $ 83.8 million and $ 82.0 million, which were included in “Other assets” in the Company’s Consolidated Statements of Financial Condition as of December 31, 2022 and 2021, respectively.

2 unchanged sentences

Service Agreements

Throughout Europe and Asia, the Company provides Cantor with administrative services, technology services and other support, for which it charges Cantor based on the cost of providing such services plus a mark-up, generally 7.5 %.

Throughout Europe and Asia, the Company provides Cantor with administrative services, tec hnology services and other support, for which it charges Cantor based on the cost of providing such services plus a mark-up, generally 7.5 %.

In the U.K., the Company provides these services to Cantor through Tower Bridge.

16 unchanged sentences

The fees charged by Cantor for administrative and support services, other than those to cover the compensation costs of leased employees, are included as part of “Fees to related parties” in the Company’s Consolidated Statements of Operations.

The fees charged by Cantor to cover the compensation costs of leased employees are included as part of “Compensation and employee benefits” in the Company’s consolidated statements of operations.

The fees charged by Cantor to cover the compensation costs of leased employees are included as part of “Compensation and employee benefits” in the Company’s Consolidated Statements of Operati ons.

Purchase of Futures Exchange Group

2 unchanged sentences

As part of the purchase of the Futures Exchange Group, Cantor has agreed to indemnify the Company for certain expenses arising at the Futures Exchange Group up to a maximum of $ 1.0 million.

As of December 31, 2021, the Company has recorded assets of $ 0.4 million in the Company’s consolidated statements of financial condition for this indemnity.

In addition, the Futures Exchange Group received capital contributions from Cantor of $ 5.3 million, $ 4.6 million and $ 3.9 million, for the years ended December 31, 2021, 2020 and 2019, respectively.

As of December 31, 2022 and 2021, the Company had recorded assets of $ 1.0 million and $ 0.4 million, respectively, in the Company’s Consolidated Statements of Financial Condition for this indemnity.

In addition, the Futures Exchange Group received capital contributions from Cantor of $ 5.3 million and $ 4.6 million, for the years ended December 31, 2021 and 2020, respectively.

These capital contributions were made prior to BGC's acquisition of the Futures Exchange Group.

There were no capital contributions received from Cantor by the Futures Exchange Group for the year ended December 31, 2022.

Newmark Spin-Off

The Separation and Distribution Agreement sets forth the agreements among BGC, Cantor, Newmark and their respective subsidiaries.

interests at that time held a BGC Holdings limited partnership interest and a corresponding Newmark Holdings limited partnership interest, which is equal to a BGC Holdings limited partnership interest multiplied by the Contribution Ratio, divided by the Exchange Ratio.

As a result of the Separation, the limited partnership interests in Newmark Holdings were distributed to the holders of limited partnership interests in BGC Holdings, including Cantor, whereby each holder of BGC Holdings limited partnership interests at that time held a BGC Holdings limited partnership interest and a corresponding Newmark Holdings limited partnership interest, which is equal to a BGC Holdings limited partnership interest multiplied by the Contribution Ratio, divided by the Exchange Ratio.

For additional information, see Note 2—“Limited Partnership Interests in BGC Holdings and Newmark Holdings.”

13 unchanged sentences

Treasury securities transactions and to share equally in any net income resulting from such transactions, as well as any similar clearing and settlement issues.

As of December 31, 2021 and 2020, the Company had not facilitated any Repurchase Agreements with Cantor.

As of December 31, 2022, and December 31, 2021, the Company had not facilitated any Repurchase Agreements with Cantor.

To more effectively manage the Company’s exposure to changes in FX rates, the Company and Cantor have agreed to jointly manage the exposure.

2 unchanged sentences

The ratio of gross exposures of the Company and Cantor is utilized to determine the shares of profit or loss allocated to each for the period.

During the years ended December 31, 2021, 2020 and 2019, the Company recognized its share of FX gains of $ 0.5 million, $ 1.5 million and $ 0.3 million, respectively.

During the year ended December 31, 2022, the Company recognized its share of FX losses of $ 0.1 million.

During the years ended December 31, 2021 and 2020, the Company recognized its share of FX gains of $ 0.5 million and $ 1.5 million, respectively.

These gains and losses are included as part of “Other expenses” in the Company’s Consolidated Statements of Operations.

6 unchanged sentences

In August 2013, the Audit Committee authorized the Company to invest up to $ 350.0 million in an asset-backed commercial paper program for which certain Cantor entities serve as placement agent and referral agent.

The program issues short-term notes to money market investors and is expected to be used by the Company from time to time as a liquidity

management vehicle.

The program issues short-term notes to money market investors and is expected to be used by the Company from time to time as a liquidity management vehicle.

The notes are backed by assets of highly rated banks.

7 unchanged sentences

The Audit Committee and Board determined that it was in the best interests of the Company and its stockholders to approve the Exchange Agreement because it will help ensure that Cantor retains its units in BGC Holdings, which is the same partnership in which the Company’s partner employees participate, thus continuing to align the interests of Cantor with those of the partner employees.

On November 23, 2018, in the Class B Issuance, BGC Partners issued 10.3 million shares of BGC Partners Class B common stock to Cantor and 0.7 million shares of BGC Partners Class B common stock to CFGM, in each case in exchange for shares of BGC Class A common stock owned by Cantor and CFGM, respectively, on a one-to-one basis pursuant to the Exchange Agreement.

Exchange Agreement.

Pursuant to the Exchange Agreement, no additional consideration was paid to BGC Partners by Cantor or CFGM for the Class B Issuance.

Following this exchange, Cantor and its affiliates have the right to exchange under the Exchange Agreement up to an aggregate of 23.6 million shares of BGC Class A common stock, now owned or subsequently acquired, or its Cantor units in BGC Holdings, into shares of BGC Class B common stock.

As of December 31, 2021, Cantor and CFGM do not own any shares of BGC Class A common stock.

As of December 31, 2022, Cantor and CFGM did not own any shares of BGC Class A common stock.

The Company and Cantor have agreed that any shares of BGC Class B common stock issued in connection with the Exchange Agreement would be deducted from the aggregate number of shares of BGC Class B common stock that may be issued to the Cantor entities upon exchange of Cantor units in BGC Holdings.

7 unchanged sentences

As of December 31, 2022 and 2021, there were no borrowings by BGC or Cantor outstanding under this Agreement.

The Company did no t record any interest expense related to the agreement for the year ended December 31, 2021.

The Company did no t record any interest expense related to the agreement for the years ended December 31, 2022 and 2021.

The Company recorded interest expense related to the Agreement of $ 0.4 million for the year ended December 31, 2020.

The Company did not record any interest expense related to the agreement for the year ended December 31, 2019.

As part of the Company’s cash management process, the Company may enter into tri-party reverse repurchase agreements and other short-term investments, some of which may be with Cantor.

As of December 31, 2021 and 2020, the Company had no reverse repurchase agreements.

As of December 31, 2022 and 2021, the Company ha d no reverse repurchase agreements outstanding.

Receivables from and Payables to Related Broker-Dealers

1 unchanged sentence

These are included as part of “Receivables from broker-dealers, clearing organizations, customers and related broker-dealers” or “Payables to broker-dealers, clearing organizations, customers and related broker-dealers” in the Company’s Consolidated Statements of Financial Condition.

As of December 31, 2021 and 2020, the Company had receivables from Freedom of $ 1.4 million.

December 31, 2021 and 2020, the Company had $ 2.5 million and $ 0.6 million, respectively, in receivables from Cantor related to open derivative contracts.

As of both December 31, 2022 and 2021, the Company had receivables from Freedom of $ 1.4 million.

As of December 31, 2022 and 2021, the Company had $ 3.1 million and $ 2.5 million, respectively, in receivables from Cantor related to open derivative contracts.

As of December 31, 2022 and 2021, the Company had $ 5.8 million and $ 1.5 million, respectively, in payables to Cantor related to open derivative contracts.

As of December 31, 2021, the Company did no t have any receivables from and payables to Cantor related to fails and pending trades.

As of December 31, 2020, the Company had $ 26.0 million in payables to Cantor related to fails and pending trades.

As of both December 31, 2022 and 2021, the Company did not have any receivables from and payables to Cantor related to fails and pending trades.

Loans, Forgivable Loans and Other Receivables from Employees and Partners, Net

9 unchanged sentences

CEO Program and Other Transactions with CF&Co

As discussed in Note 7—“Stock Transactions and Unit Redemptions,” the Company entered into the March 2018 Sales Agreement with CF&Co, as the Company’s sales agent under the CEO Program.

During the year ended December 31, 2021, the Company did no t sell any shares of Class A common stock under the March 2018 Sales Agreement.

As discussed in Note 7—“Stock Transactions and Unit Redemptions,” the Company entered into both the March 2018 Sales Agreement and the August 2022 Sales Agreement with CF&Co, as the Company’s sales agent under the CEO Program.

During the years ended December 31, 2022 and 2021, the Company did no t sell any shares of Class A common stock under the March 2018 Sales Agreement or the August 2022 Sales Agreement.

The March 2018 Sales Agreement expired in September 2021.

During the year ended December 31, 2020, the Company sold 0.2 million shares under the March 2018 Sales Agreement for aggregate proceeds of $ 0.9 million, at a weighted-average price of $ 4.11 per share.

For the year ended December 31, 2021, the Company was no t charged for services provided by CF&Co related to the CEO program with CF&Co.

For the years ended December 31, 2020 and 2019, the Company was charged approximately $ 9 thousand and $ 0.1 million, respectively, for services provided by CF&Co related to the Company's Sales Agreements with CF&Co.

For the years ended December 31, 2022 and 2021, the Company was no t charged for services provided by CF&Co related to the CEO program with CF&Co.

For the year ended December 31, 2020, the Company was charged approximately $ 9 thousand, for services provided by CF&Co related to the Company's Sales Agreements with CF&Co.

The net proceeds of the shares sold are included as part of “Additional paid-in capital” in the Company’s Consolidated Statements of Financial Condition.

7 unchanged sentences

In connection with this issuance of the 5.125 % Senior Notes, the Company recorded $ 0.5 million in underwriting fees payable to CF&Co.

These fees were recorded as a deduction from the carrying amount of the debt liability, which is amortized as interest expense over the term of the notes.

Cantor tendered $ 15.0 million of such senior notes in the tender offer completed on August 14, 2020, and did not hold such notes as of December 31, 2021.

These fees were recorded as a deduction from the carrying amount of the debt liability, which was amortized as interest expense over the term of the notes.

Cantor tendered $ 15.0 million of such senior notes in the tender offer for the 5.125 % Senior Notes completed on August 14, 2020.

The 5.125 % Senior Notes matured on May 27, 2021.

On July 24, 2018, the Company issued an aggregate of $ 450.0 million principal amount of 5.375 % Senior Notes.

10 unchanged sentences

Additionally, the Company is authorized to make any such repurchases of Company Debt Securities through CF&Co (or its affiliates), in its capacity as agent or principal, or such other broker-dealers as management shall determine to utilize from time to time, and such repurchases shall be subject to brokerage commissions which are no higher than standard market commission rates.

As of December 31, 2021, the Company had $ 50.0 million remaining from its debt repurchase authorization.

As of December 31, 2022, the Company had $ 50.0 million remaining under its debt repurchase authorization.

On July 10, 2020, the Company issued an aggregate of $ 300.0 million principal amount of 4.375 % Senior Notes.

1 unchanged sentence

These fees were recorded as a deduction from the carrying amount of the debt liability, which is amortized as interest expense over the term of the notes.

Cantor purchased $ 14.5 million of such senior notes and still holds such notes as of December 31, 2021.

On August 14, 2020, the Company completed the cash tender offer to purchase its 5.125 % Senior Notes.

As of the expiration time, $ 44.0 million aggregate principal amount of the Notes ( 14.66 %) were validly tendered.

CF&Co acted as one of the dealer managers for the offer.

As a result of this transaction, $ 14 thousand in dealer management fees were paid to CF&Co.

Cantor purchased $ 14.5 million of such senior notes and still held such notes as of December 31, 2022.

Under rules adopted by the CFTC, all foreign introducing brokers engaging in transactions with U.S.

3 unchanged sentences

Effective April 1, 2020, these guarantees were transferred to Mint Brokers from CF&Co.

During the years ended December 31, 2021, 2020 and 2019, the Company recorded fees of $ 0.1 million with respect to these guarantees.

During the years ended December 31, 2022, 2021 and 2020, the Company recorded fees of $ 0.1 million with respect to these guarantees, respectively.

These fees were included in “Fees to related parties” in the Company’s Consolidated Statements of Operations.

5 unchanged sentences

On March 31, 2021, Cantor purchased from BGC Holdings an aggregate of 1,149,684 Cantor units for aggregate consideration of $ 2,104,433 as a result of the redemption of 1,149,684 FPUs, and 1,618,376 Cantor units for aggregate consideration of $ 3,040,411 as a result of the exchange of 1,618,376 FPUs.

Each Cantor unit in BGC Holdings held by Cantor is exchangeable by Cantor at any time on a one -for-one basis (subject to adjustment) for shares of BGC Class A common stock.

On October 28, 2021, Cantor purchased from BGC Holdings an aggregate of 460,929 Cantor units for an aggregate consideration of $ 715,605 as a result of the redemption of 460,929 FPUs, and 1,179,942 Cantor units for aggregate consideration of $ 2,033,838 as a result of the exchange of 1,179,942 FPUs.

On May 17, 2022, Cantor purchased from BGC Holdings an aggregate 427,494 Cantor units for aggregate consideration of $ 841,010 as a result of the redemption of 427,494 FPUs, and 52,681 Cantor units for aggregate consideration of $ 105,867 as a result of the exchange of 52,681 FPUs.

On October 25, 2022, Cantor purchased from BGC Holdings an aggregate of 275,833 Cantor units for an aggregate consideration of $ 397,196 as a result of the redemption of 275,833 FPUs, and 77,507 Cantor units for aggregate consideration of $ 142,613 as a result of the exchange of 77,507 FPUs.

Each Cantor unit in BGC Holdings held by Cantor is exchangeable by Cantor at any time on a one -for-one basis (subject to adjustment) for shares of BGC Class A common stock.

As of December 31, 2021, there were no FPUs in BGC Holdings remaining, which BGC Holdings had the right to redeem or exchange and with respect to which Cantor will have the right to purchase an equivalent number of Cantor units following such redemption or exchange.

As of December 31, 2022, there were 0.3 million FPUs in BGC Holdings remaining, which BGC Holdings had the right to redeem or exchange and with respect to which Cantor will have the right to purchase an equivalent number of Cantor units following such redemption or exchange.

Cantor Aurel Revenue Sharing Agreement

On June 24, 2021, the Board and Audit Committee authorized our French subsidiary, Aurel BGC SAS, to enter into a revenue sharing agreement pursuant to which Cantor shall provide services to Aurel to support Aurel’s investment banking activities with respect to special purpose acquisition companies.

On June 24, 2021, the Board and Audit Committee authorized the Company's French subsidiary, Aurel BGC SAS, to enter into a revenue sharing agreement pursuant to which Cantor shall provide services to Aurel to support Aurel’s investment banking activities with respect to special purpose acquisition companies.

The services provided by Cantor to Aurel in support of such SPAC Investment Banking Activities shall include referral of clients, structuring advice, financial advisory services, referral of investors, deal execution services, and other advisory services in support of Aurel’s SPAC Investment Banking Activities pursuant to its French investment services license.

As compensation, Cantor shall receive a revenue share of 80 % of Aurel’s net revenue attributable to SPAC Investment Banking Activities.

The term of the revenue sharing agreement is for an initial period of 12 months, which automatically renews each year unless either party provides notice of termination at least three months prior to the anniversary.

The term of the revenue sharing agreement was for an initial period of 12 months, which automatically renews each year unless either party provides notice of termination at least three months prior to the anniversary.

Aurel is also authorized to serve as bookrunner, underwriter or advisor in connection with French SPACs which are sponsored by Cantor at market rates for such services.

For the year ended December 31, 2021, Aurel had $ 2.5 million of revenue and $ 1.7 million of fees payable to Cantor attributable to SPAC Investment Banking Activities, which were included as part of “Other revenues” and “Fees to related parties”, respectively, in the Company's consolidated statements of operations.

For the year ended December 31, 2022, Aurel had no revenue or fees payable to Cantor attributable to SPAC Investment Banking Activities.

For the year ended December 31, 2021, Aurel had $ 2.5 million of revenue and $ 1.7 million of fees payable to Cantor, respectively, attributable to SPAC

Investment Banking Activities, which were included as part of “Other revenues” and “Fees to related parties”, respectively, in the Company's Consolidated Statements of Operations.

Transactions with Executive Officers and Directors

On March 14, 2022, the Compensation Committee approved the grant of exchange rights to Mr.

Windeatt with respect to 135,514 non-exchangeable BGC Holdings LPU-NEWs and 27,826 non-exchangeable PLPU-NEWs (at the average determination price of $ 4.84 per unit).

On August 11, 2022, the Company repurchased 135,514 exchangeable BGC Holdings LPU-NEWs held by Mr.

Windeatt at the price of $ 4.08 per unit, which was the closing price of BGC Class A common stock on August 11, 2022, and redeemed 27,826 exchangeable PLPU-NEWs held by Mr.

Windeatt for $ 134,678 , less applicable taxes and withholdings.

On February 22, 2021, the Company granted Sean A.

7 unchanged sentences

On April 8, 2021, the Compensation Committee approved the repurchase by the Company on April 23, 2021 of 123,713 exchangeable BGC Holdings LPU-NEWs held by Mr.

Windeatt at the price of $ 5.65 , which was the closing price of the Company's Class A common stock on April 23, 2021, and the redemption of 28,477 exchangeable BGC Holdings PLPU-NEWs held by Mr.

Windeatt at the price of $ 5.65 , which was the closing price of BGC Class A common stock on April 23, 2021, and the redemption of 28,477 exchangeable BGC Holdings PLPU-NEWs held by Mr.

Windeatt for $ 178,266 , less applicable taxes and withholdings.

On April 8, 2021, the Compensation Committee approved the repurchase by the Company of the remaining 62,211 exchangeable BGC Holdings LPUs held by Mr.

Windeatt that were granted exchangeability on March 2, 2020 at the price of $ 5.38 , the closing price of Class A common stock on April 8, 2020.

Windeatt that were granted exchangeability on March 2, 2020 at the price of $ 5.38 , the closing price of BGC Class A common stock on April 8, 2020.

On April 28, 2021, the Compensation Committee approved an additional monetization opportunity for Mr.

3 unchanged sentences

On April 29, 2021, the 108,350 shares of BGC Class A common stock were repurchased from Mr.

Merkel at the closing price of the Company's Class A common stock on that date, under the Company's stock buyback program.

Merkel at the closing price of BGC Class A common stock on that date, under the Company's stock buyback program.

On June 28, 2021, (i) the Company exchanged 520,380 exchangeable LPUs held by Mr.

Lutnick at the price of $ 5.86 , which was the closing price of the Company's Class A common stock on June 28, 2021, for 520,380 shares of BGC Class A common stock, less applicable taxes and withholdings, resulting in the delivery of 365,229 net shares of BGC Class A common stock to Mr.

Lutnick at the price of $ 5.86 , which was the closing price of BGC Class A common stock on June 28, 2021, for 520,380 shares of BGC Class A common stock, less applicable taxes and withholdings, resulting in the delivery of 365,229 net shares of BGC Class A common stock to Mr.

Lutnick, and in connection with the exchange of these 520,380 exchangeable LPUs, 425,765 exchangeable PLPUs were redeemed for a cash payment of $ 1,525,705 towards taxes;

22 unchanged sentences

The transaction was approved by the Compensation Committee.

Additionally, the Compensation Committee approved the right to exchange for cash 265,568 non-exchangeable PPSUs held by Mr.

Additionally, the Compensation Committee

approved the right to exchange for cash 265,568 non-exchangeable PPSUs held by Mr.

Merkel, for a payment of $ 1,507,285 for taxes when the PSU units are exchanged.

1 unchanged sentence

On July 30, 2020, the Company redeemed the remaining 174,765 exchangeable PSUs held by Mr.

Merkel at the price of $ 2.76 , the closing price of our Class A Common Stock on July 30, 2020.

Merkel at the price of $ 2.76 , the closing price of BGC's Class A Common Stock on July 30, 2020.

This transaction was approved by the Compensation Committee.

8 unchanged sentences

On July 30, 2020, the Company redeemed 797,222 exchangeable LPUs held by Mr.

Lynn at the price of $ 2.76 , the closing price of our Class A Common Stock on July 30, 2020.

Lynn at the price of $ 2.76 , the closing price of BGC's Class A Common Stock on July 30, 2020.

This transaction was approved by the Compensation Committee.

10 unchanged sentences

On August 5, 2020, the Company redeemed 436,665 exchangeable LPUs held by Mr.

Windeatt at the price of $ 2.90 , the closing price of our Class A common stock on August 5, 2020.

Windeatt at the price of $ 2.90 , the closing price of BGC's Class A common stock on August 5, 2020.

This transaction was approved by the Compensation Committee.

9 unchanged sentences

On August 5, 2020, the Company redeemed these 40,437 exchangeable LPUs held by Mr.

Windeatt at the price of $ 2.90 , the closing price of our Class A common stock on August 5, 2020.

Windeatt at the price of $ 2.90 , the closing price of BGC's Class A common stock on August 5, 2020.

This transaction was approved by the Compensation Committee.

10 unchanged sentences

Windeatt’s LLP status.

On March 27, 2019, the Audit and Compensation Committees authorized the purchase by the Company from Mr.

Merkel of up to 250,000 shares of BGC Class A common stock at the closing price on March 26, 2019.

Pursuant to this authorization, 233,172 shares of BGC Class A common stock were purchased by the Company on March 27, 2019 at $ 5.30 per share, the closing price on March 26, 2019.

On February 27, 2019, the Audit Committee authorized the purchase by Mr.

Lutnick’s retirement plan of up to $ 56,038 of BGC Class A common stock at the closing price on March 4, 2019.

Pursuant to this authorization, 8,980 shares of BGC Class A common stock were purchased by the plan on March 5, 2019 at $ 6.24 per share, the closing price on March 4, 2019.

In connection with the Company’s 2019 executive compensation process, the Company’s executive officers received certain monetization of prior awards as set forth below.

On December 31, 2019, the Compensation Committee approved the cancellation of 113,032 non-exchangeable PSUs held by Mr.

Merkel, and the cancellation of 89,225 non-exchangeable PPSUs (which had a determination price of $ 5.36 per unit).

In connection with these transactions, the Company issued $ 1,062,500 in BGC Class A common stock, less applicable taxes and withholdings at a 45 % tax rate, resulting in 113,032 net shares of BGC Class A common stock at a price of $ 5.17 per share and the payment of $ 478,123 for taxes.

On December 31, 2019, the Compensation Committee approved the monetization of 760,797 PPSUs held by Mr.

Lutnick (which at an average determination price of $ 6.57 per share on such date, had a value of $ 5,000,000 ).

On February 1, 2019, the Compensation Committee approved a modification which consisted of the following:

(i) the right to exchange 376,651 non-exchangeable PSUs held by Mr.

Lutnick into 376,651 non-exchangeable HDUs (which, based on the closing price of BGC Class A common stock of $ 6.21 per share on such date, had a value of $ 2,339,000 );

and (ii) the right to exchange for cash 463,969 non-exchangeable PPSUs held by Mr.

Lutnick, for a payment of $ 2,661,000 for taxes when (i) is exchanged.

On December 31, 2019, the Compensation Committee approved the grant of exchange rights to Mr.

Windeatt with respect to 139,265 non-exchangeable U.K.

LPUs (which at the closing price of $ 5.17 per share on such date, had a value of $ 720,000 ) and the exchange for cash (at the average determination price of $ 4.388 per unit) of 63,814 non-exchangeable PLPUs for a payment of $ 280,002 for taxes.

On February 22, 2019, the Compensation Committee approved the grant of exchange rights to Mr.

Windeatt with respect to an additional 22,020 non-exchangeable U.K.

LPUs (which at the closing price of $ 6.26 per share on such date, had a value of $ 137,845 ) and the exchange for cash (at the average determination price of $ 5.6457 per unit) of 9,495 non-exchangeable PLPUs for a payment of $ 53,606 for taxes.

On December 31, 2019, the Compensation Committee approved the grant of exchange rights to Mr.

Lynn with respect to 750,308 non-exchangeable U.K.

LPUs (which at the closing price of $ 5.17 per share on such date, had a value of $ 3,879,092 ) and the exchange for cash (at the average determination price of $ 3.894 per unit) of $ 287,888 non-exchangeable PLPUs for a payment of $ 1,120,909 for taxes.

On February 22, 2019, the Compensation Committee approved the grant of exchange rights to Mr.

Lynn with respect to an additional 43,131 non-exchangeable U.K.

LPUs (which at the closing price of $ 6.26 per share on such date, had a value of $ 270,000 ) and the exchange for cash (at the average determination price of $ 4.1239 per unit) of 25,461 non-exchangeable PLPUs for a payment of $ 105,000 for taxes.

Transactions with the Relief Fund

During the year ended December 31, 2015, the Company committed to make charitable contributions to the Cantor Fitzgerald Relief Fund in the amount of $ 40.0 million, which the Company recorded in “Other expenses” in the Company’s consolidated statements of operations for the year ended December 31, 2015.

As of December 31, 2021 and 2020, the remaining liability associated with this commitment was $ 1.7 million and $ 1.6 million, respectively, which is included in “Accounts payable, accrued and other liabilities” in the Company’s consolidated statements of financial condition.

Further, as of December 31, 2021 and 2020 the Company had a liability to the Cantor Fitzgerald Relief Fund for $ 8.3 million and $ 1.1 million, respectively, associated with $ 7.2 million and $ 1.1 million of additional expense taken in September of 2021 and 2020, respectively.

During the year ended December 31, 2015, the Company committed to make charitable contributions to the Cantor Fitzgerald Relief Fund in the amount of $ 40.0 million, which was included in “Other expenses” in the Company’s Consolidated Statements of Operations for the year ended December 31, 2015 and "Accounts payable, accrued and other liabilities" in the Company's Consolidated Statements of Financial Condition.

As of December 31, 2022, the Company did no t have any remaining liability associated with this commitment, and as of December 31, 2021, the remaining liability associated with this commitment was $ 1.7 million.

As of December 31, 2022 and 2021, the Company had an additional liability to the Cantor Fitzgerald Relief Fund and The Cantor Foundation (UK) for $ 9.2 million and $ 8.3 million, respectively, which included $ 6.4 million and $ 7.2 million of additional expense taken in September 2022 and 2021, respectively, above the original $ 40.0 million commitment.

Other Transactions

As of December 31, 2021 and 2020, BGC recognized $ 8.3 million payable to Newmark, which is included as part of “Payables to related parties” and “Accounts payable, accrued and other liabilities”, respectively, in the Company's consolidated statements of financial condition.

As of December 31, 2021, BGC recognized $ 8.3 million payable to Newmark, which is included as part of “Payables to related parties” and “Accounts payable, accrued and other liabilities”, respectively, in the Company's Consolidated Statements of Financial Condition.

The payable was a result of taxes paid by Newmark on its share of taxable income which were included as part of the Company's consolidated tax return in the periods prior to the Spin-Off.

BGC repaid the $ 8.3 million tax payment to Newmark during the first three months ended March 31, 2022.

There was no outstanding payable to Newmark as of December 31, 2022.

The Company is authorized to enter into loans, investments or other credit support arrangements for Aqua, an alternative electronic trading platform that offers new pools of block liquidity to the global equities markets;

such arrangements

are proportionally and on the same terms as similar arrangements between Aqua and Cantor.

such arrangements are proportionally and on the same terms as similar arrangements between Aqua and Cantor.

On February 15, 2022 and February 25, 2021, the Board and Audit Committee increased the authorized amount by an additional $ 1.0 million and $ 1.0 million, respectively, to an aggregate of $ 21.2 million.

5 unchanged sentences

The Company has also entered into a subordinated loan agreement with Aqua, whereby the Company loaned Aqua the principal sum of $ 980 thousand.

The scheduled maturity date on the subordinated loan is September 1, 2023, and the current rate of interest on the loan is LIBOR plus 600 basis points.

The scheduled maturity date on the subordinated loan is September 1, 2024, and the current rate of interest on the loan is three-month LIBOR plus 600 basis points.

The loan to Aqua is recorded as part of “Receivables from related parties” in the Company’s Consolidated Statements of Financial Condition.

The Company did not recognize any interest income on the subordinated loan subsequent to being designated as a non-accrual loan in November 2022.

As of December 31, 2022, the Company wrote off $ 550 thousand of the subordinated loan, which was recorded as part of "Other expenses" on the Company's Consolidated Statements of Operations.

On October 25, 2016, the Board and Audit Committee authorized the purchase of 9,000 Class B Units of Lucera, representing all of the issued and outstanding Class B Units of Lucera not already owned by the Company.

5 unchanged sentences

The purchase has been accounted for as a transaction between entities under common control.

During the years ended December 31, 2021, 2020 and 2019, respectively, Lucera recognized $ 0.2 million, $ 0.7 million and $ 0.4 million in related party revenues from Cantor.

During the years ended December 31, 2022, 2021 and 2020, respectively, Lucera recognized $ 23.2 thousand, $ 0.2 million and $ 0.7 million in related party revenues from Cantor.

These revenues are included in “Data, software and post-trade” in the Company’s Consolidated Statements of Operations.

On December 13, 2017, BGC and Newmark entered into various agreements to separate the business of Newmark from BGC in anticipation of the Spin-Off which was consummated on November 30, 2018.

Effective on November 9, 2020, in furtherance of the Separation and Spin-Off, BGC has assigned certain of its assets to Cantor.

In consideration of the transfer of the assets to Cantor, BGC has received payment of $ 4.5 million from Cantor, which represents the aggregate net book value of the assigned assets as of October 31, 2020.

BGC Sublease From Newmark

4 unchanged sentences

OpCo paid a fixed rent amount of $ 1.1 million in addition to all operating and tax expenses attributable to the lease.

In May 2021, the sublease was amended to provide for a rate of $ 15 thousand per month based on the size of utilized space, with terms extending on a month-to-month basis.

In May 2021, the sublease was amended to provide for a rate of $ 15 thousand per month based on the size of utilized space, with terms extending on a month-to-month basis, and expiring on December 31, 2021.

In connection with the sublease, BGC U.S.

OpCo paid $ 0.5 million and $ 0.8 million for the years ended December 31, 2021 and 2020, respectively.

OpCo paid $ 0.5 million for the year ended December 31, 2021.

Equity Method Investments and Investments Carried Under the Measurement Alternative

2 unchanged sentences

Advanced Markets Holdings 25 % $ 5,090 $ 5,110

$ 5,110 $ 8,867

China Credit BGC Money Broking Company Limited 33 % 21,104 16,784

9 unchanged sentences

The Company’s share of the net gains or losses is reflected in “Gains (losses) on equity method investments” in the Company’s Consolidated Statements of Operations.

For the year ended December 31, 2021, the Company did no t recognize any impairment charges relating to existing equity method investments.

For the years ended December 31, 2022 and 2021, the Company did no t recognize impairment charges of existing equity method investments, however, wrote off a portion of a subordinated loan to an equity method investee in the current year (see "Investments in VIEs" within this note for more information).

For the year ended December 31, 2020, the Company recorded impairment charges of $ 3.9 million relating to existing equity method investments.

The impairment was recorded in “Other income (loss)” in the Company’s Consolidated Statements of Operations.

For the year ended December 31, 2019, the Company did no t recognize any impairment charges relating to existing equity method investments.

During the year ended December 31, 2022, the Company did no t sell any equity method investments.

The Company sold part of an equity method investment with a fair value of $ 3.8 million during the year ended December 31, 2021.

During the years ended December 31, 2020 and 2019, the Company did no t sell any equity method investments.

During the year ended December 31, 2020, the Company did no t sell any equity method investments.

Summarized financial information for the Company’s equity method investments is as follows (in thousands):

4 unchanged sentences

Total expenses 88,050 82,581 71,241

Net income $ 25,877 $ 23,503 $ 15,531

Income before income taxes $ 37,355 $ 25,877 $ 23,503

Statements of financial condition:

11 unchanged sentences

These investments are accounted for using the measurement alternative in accordance with the guidance on recognition and measurement.

The carrying value of these investments was $ 0.2 million and $ 0.4 million as of December 31, 2021 and 2020, respectively, and they are included in “Investments” in the Company’s consolidated statements of financial condition.

The carrying value of these investments as of December 31, 2022 and 2021was $ 0.2 million, respectively, and they are included in “Investments” in the Company’s Consolidated Statements of Financial Condition.

The Company did no t recognize any gains, losses, or impairments relating to investments carried under the measurement alternative for the years ended December 31, 2022, 2021 and 2020.

In addition, the Company owns membership shares, which are included in “Other assets” in the Company’s consolidated statements of financial condition as of December 31, 2021 and 2020.

In addition, as of December 31, 2022 and 2021, the Company owns membership shares, which are included in “Other assets” in the Company’s Consolidated Statements of Financial Condition.

These equity investments are accounted for using the measurement alternative in accordance with the guidance on recognition and measurement.

The Company recognized $ 0.1 million of unrealized losses, $ 0.4 million of unrealized losses, and $ 18.2 million of unrealized gains to reflect observable transactions for these shares during the years ended December 31, 2021, 2020, and 2019, respectively.

The unrealized gains (losses) are reflected in “Other income (loss)” in the Company’s consolidated statements of operations.

The Company recognized $ 1.8 million of unrealized gains, $ 0.1 million of unrealized losses, and $ 0.4 million of unrealized gains to reflect observable transactions for these shares during the years ended December 31, 2022, 2021, and 2020, respectively.

Investments in VIEs

12 unchanged sentences

1 The Company has entered into a subordinated loan agreement with Aqua, whereby the Company agreed to lend the principal sum of $ 980 thousand.

As of December 31, 2021 and 2020, the Company’s maximum exposure to loss with respect to its unconsolidated VIEs includes the sum of its equity investments in its unconsolidated VIEs and the $ 980 thousand subordinated loan to Aqua.

The Company’s maximum exposure to loss with respect to its unconsolidated VIEs includes the sum of its equity investments in its unconsolidated VIEs and the $ 430 thousand and $ 980 thousand subordinated loan to Aqua as of December 31, 2022 and 2021, respectively.

The Company did not recognize any interest income on the subordinated loan subsequent to being designated as a non-accrual loan in November 2022.

As of December 31, 2022, the Company wrote off $ 550 thousand of the subordinated loan, which was recorded as part of "Other expenses" on the Company's Consolidated Statements of Operations.

Consolidated VIE

The Company is invested in a limited liability company that is focused on developing a proprietary trading technology.

The Company invested in a limited liability company that is focused on developing a proprietary trading technology.

The limited liability company is a VIE, and it was determined that the Company is the primary beneficiary of this VIE because the Company was the provider of the majority of this VIE’s start-up capital and has the power to direct the activities of this VIE that most significantly impact its economic performance, primarily through its voting percentage and consent rights on the activities that would most significantly influence the entity.

17 unchanged sentences

The liability is discounted and accretion expense is recognized using the credit adjusted risk-free interest rate in effect when the liability was initially recognized.

For the year ended December 31, 2021, 2020 and 2019 software development costs totaling $ 43.2 million, $ 54.3 million, $ 50.8 million, respectively, were capitalized.

For the years ended December 31, 2022, 2021 and 2020 software development costs totaling $ 48.2 million, $ 43.2 million, and $ 54.3 million, respectively, were capitalized.

Amortization of software development costs totaled $ 37.1 million, $ 34.9 million and $ 33.1 million for the years ended December 31, 2022, 2021 and 2020, respectively.

3 unchanged sentences

Goodwill and Other Intangible Assets, Net

The changes in the carrying amount of goodwill for the year ended December 31, 2021 and 2020 were as follows (in thousands):

The changes in the carrying amount of goodwill for the years ended December 31, 2022 and 2021 were as follows (in thousands):

Balance at December 31, 2020 $ 556,211

Acquisitions 3,065

Measurement period adjustments ( 301 )

Sale of Insurance Business ( 68,978 )

Cumulative translation adjustment ( 314 )

Balance at December 31, 2021 $ 486,919

Sale of Insurance Business ( 68,978 )

Disposal of Business ( 842 )

Cumulative translation adjustment 508

10 unchanged sentences

Customer-related $ 173,436 $ 74,337 $ 99,099 9.3

Technology 23,997 23,427 570 0.2

Technology 23,997 23,997 — N/A

Noncompete agreements 19,818 19,078 740 3.9

5 unchanged sentences

Licenses 2,284 — 2,284 N/A

Domain name 454 — 454 N/A

Total indefinite life intangible assets 82,308 — 82,308 N/A

25 unchanged sentences

December 31, 2022 December 31, 2021

Unsecured senior revolving credit agreement $ — $ —

5.125 % Senior Notes due May 27, 2021

5.375 % Senior Notes due July 24, 2023

10 unchanged sentences

On November 28, 2018, the Company entered into the Revolving Credit Agreement with Bank of America, N.A., as administrative agent, and a syndicate of lenders, which replaced the existing committed unsecured senior revolving credit agreement.

The maturity date of the Revolving Credit Agreement was November 28, 2020, and the maximum revolving loan balance is $ 350.0 million.

Borrowings under this Revolving Credit Agreement bear interest at either LIBOR or a defined base rate plus additional margin.

The maturity date of the Revolving Credit Agreement was November 28, 2020, and the maximum revolving loan balance was $ 350.0 million.

Borrowings under this Revolving Credit Agreement bore interest at either LIBOR or a defined base rate plus additional margin.

On December 11, 2019, the Company entered into an amendment to the Revolving Credit Agreement.

2 unchanged sentences

There was no change to the interest rate or the maximum revolving loan balance.

On November 1, 2021, the Company repaid in full the $ 300.0 million borrowings outstanding under the Revolving Credit Agreement which had been borrowed during the year.

On March 10, 2022, the Company entered into an amendment and restatement of the senior unsecured revolving credit agreement, pursuant to which, the maturity date was extended to March 10, 2025, the size of the credit facility was increased to $ 375.0 million, and borrowings under this agreement will bear interest based on either SOFR or a defined base rate plus additional margin.

As of both December 31, 2022 and 2021, there were no borrowings outstanding under the Revolving Credit Agreement.

The average interest rate on the outstanding borrowings was 2.09 % and 2.88 % for the years ended December 31, 2021 and 2020, respectively.

The rate on the outstanding borrowings was 2.09 % for the year ended December 31, 2021.

The Company recorded interest expense related to the Revolving Credit Agreement of $ 2.3 million, $ 3.6 million and $ 5.3 million for the years ended December 31, 2022, 2021 and 2020, respectively.

3 unchanged sentences

Carrying Amount Fair Value Carrying Amount Fair Value

5.125% Senior Notes due May 27, 2021 $ — $ — $ 255,570 $ 258,067

5.375 % Senior Notes due July 24, 2023

449,243 449,007 447,911 475,857

3.750 % Senior Notes due October 1, 2024

298,558 286,894 297,731 312,105

4.375 % Senior Notes due December 15, 2025

298,165 281,114 297,547 320,490

Total $ 1,045,966 $ 1,017,015 $ 1,043,189 $ 1,108,452

The fair values of the Senior Notes were determined using observable market prices as these securities are traded, and based on whether they are deemed to be actively traded, the 5.125 % Senior Notes, the 5.375 % Senior Notes, the 3.750 % Senior Notes, and the 4.375 % Senior Notes are considered Level 2 within the fair value hierarchy.

The fair values of the Senior Notes were determined using observable market prices as these securities are traded, and based on whether they are deemed to be actively traded, the 5.375 % Senior Notes, the 3.750 % Senior Notes, and the 4.375 % Senior Notes are considered Level 2 within the fair value hierarchy.

5.125 % Senior Notes

1 unchanged sentence

The 5.125 % Senior Notes were general senior unsecured obligations of the Company.

The 5.125 % Senior Notes bore interest at a rate of 5.125 % per year, payable in cash on May 27 and November 27 of each year, commencing November 27, 2016 and ending the maturity date.

The 5.125 % Senior Notes bore interest at a rate of 5.125 % per year, payable in cash on May 27 and November 27 of each year, commencing November 27, 2016 and ending on the maturity date.

Prior to maturity, on August 5, 2020, the Company commenced a cash tender offer for any and all $ 300.0 million outstanding aggregate principal amount of its 5.125 % Senior Notes.

On August 11, 2020, the Company’s cash tender offer expired at 5:00 p.m., New York City time.

As of the expiration time, $ 44.0

million aggregate principal amount of the 5.125 % Senior Notes were validly tendered.

As of the expiration time, $ 44.0 million aggregate principal amount of the 5.125 % Senior Notes were validly tendered.

These notes were redeemed on the settlement date of August 14, 2020.

On May 27, 2021, BGC repaid the remaining $ 256.0 million principal plus accrued interest on its 5.125 % Senior Notes.

The Company recorded interest expense related to the 5.125 % Senior Notes of $ 5.8 million, $ 16.3 million, and $ 16.2 million for the years ended December 31, 2021, 2020 and 2019, respectively.

The Company did not record any interest expense related to the 5.125 % Senior Notes for the year ended December 31, 2022.

The Company recorded interest expense related to the 5.125 % Senior Notes of $ 5.8 million and $ 16.3 million for the years ended December 31, 2021 and 2020, respectively.

5.375 % Senior Notes

8 unchanged sentences

The carrying value of the 5.375 % Senior Notes as of December 31, 2022 was $ 449.2 million.

The Company recorded interest expense related to the 5.375 % Senior Notes of $ 25.5 million, $ 25.5 million and $ 25.6 million for the years ended December 31, 2021, 2020 and 2019, respectively.

The Company recorded interest expense related to the 5.375 % Senior Notes of $ 25.5 million for each of the years ended December 31, 2022, 2021 and 2020.

3.750 % Senior Notes

9 unchanged sentences

The Company recorded interest expense related to the 3.750 % Senior Notes of $ 12.1 million for each of the years ended December 31, 2022, 2021, and 2020.

The Company recorded interest expense related to the 3.750 % Senior Notes of $ 3.2 million for the year ended December 31, 2019.

4.375 % Senior Notes

6 unchanged sentences

The initial carrying value of the 4.375 % Senior Notes was $ 296.8 million, net of discount and debt issuance costs of $ 3.2 million.

The issuance costs are amortized as interest expense, and the carrying value of the 4.375 % Senior Notes will accrete up to the face amount over the term of the notes.

The issuance costs are amortized as interest expense, and the carrying value of the 4.375 % Senior Notes will accrete up to the

face amount over the term of the notes.

The carrying value of the 4.375 % Senior Notes was $ 298.2 million as of December 31, 2022.

The Company recorded interest expense related to the 4.375 % Senior Notes of $ 13.8 million and $ 6.5 million for years ended December 31, 2021 and 2020, respectively.

The Company did not record interest expense related to the 4.375 % Senior Notes for year ended December 31, 2019.

The Company recorded interest expense related to the 4.375 % Senior Notes of $ 13.8 million, $ 13.8 million, and $ 6.5 million for the years ended December 31, 2022, 2021, and 2020, respectively.

Collateralized Borrowings

On March 13, 2015, the Company entered into a $ 28.2 million secured loan arrangement, under which it pledged certain fixed assets as security for a loan.

This arrangement incurred interest at a fixed rate of 3.70 % per year and matured on March 13, 2019;

therefore, there were no borrowings outstanding as of December 31, 2021 and 2020.

The Company did no t record any interest expense related to this secured loan arrangement for the years ended December 31, 2021 and 2020.

Company recorded interest expense related to this secured loan arrangement of $ 30 thousand for the year ended December 31, 2019.

On May 31, 2017, the Company entered into a $ 29.9 million secured loan arrangement, under which it pledged certain fixed assets as security for a loan.

This arrangement incurs interest at a fixed rate of 3.44 % per year and matured on May 31, 2021;

therefore, there were no borrowings outstanding as of December 31, 2021.

As of December 31, 2020, the Company had $ 4.0 million outstanding related to this secured loan arrangement.

The book value of the fixed assets pledged as of December 31, 2020 was $ 0.8 million.

The Company recorded interest expense related to this secured loan arrangement of $ 40 thousand, $ 0.3 million and $ 0.5 million for the years ended December 31, 2021, 2020 and 2019, respectively.

This arrangement incurred interest at a fixed rate of 3.44 % per year and matured on May 31, 2021;

therefore, there were no borrowings outstanding as of December 31, 2022 and 2021.

The Company did not record any interest expense related to this arrangement for the year ended December 31, 2022.

The Company recorded interest expense related to this secured loan arrangement of $ 40 thousand and $ 0.3 million for the years ended December 31, 2021 and 2020, respectively.

On April 8, 2019, the Company entered into a $ 15.0 million secured loan arrangement, under which it pledged certain fixed assets as security for a loan.

1 unchanged sentence

As of December 31, 2022 and December 31, 2021, the Company had $ 2.0 million and $ 5.9 million, respectively, outstanding related to this secured loan arrangement.

The book value of the fixed assets pledged as of December 31, 2021 was $ 0.1 million.

The book value of the fixed assets pledged as of December 31, 2020 was $ 1.2 million.

The book value of the fixed assets pledged as of December 31, 2022 and 2021 was $ 10 thousand and $ 0.1 million, respectively.

The Company recorded interest expense related to this secured loan arrangement of $ 0.1 million, $ 0.3 million and $ 0.4 million for the years ended December 31, 2022, 2021 and 2020, respectively.

2 unchanged sentences

As of December 31, 2022 and December 31, 2021, the Company had $ 1.3 million and $ 3.8 million, respectively, outstanding related to this secured loan arrangement.

The book value of the fixed assets pledged as of December 31, 2021 was $ 1.0 million.

The book value of the fixed assets pledged as of December 31, 2020 was $ 2.7 million.

The book value of the fixed assets pledged as of December 31, 2022 and 2021 was $ 0.3 million and $ 1.0 million, respectively.

The Company recorded interest expense related to this secured loan arrangement of $ 0.1 million, $ 0.2 million and $ 0.3 million for the years ended December 31, 2022, 2021 and 2020, respectively.

1 unchanged sentence

On August 22, 2017, the Company entered into a committed unsecured loan agreement with Itau Unibanco S.A.

The agreement provided for short-term loans of up to $ 3.6 million (BRL 20.0 million).

The agreement was automatically renewed every 180 days until August 13, 2021, when it was paid in full.

Borrowings under this agreement bore interest at the Brazilian Interbank offering rate plus 4.75 %.

The agreement provides for short-term loans of up to $ 3.8 million (BRL 20.0 million).

The maturity date of this agreement is March 8, 2023.

Borrowings under this agreement bear interest at the Brazilian Interbank offering rate plus 3.20 %.

As of December 31, 2022, there were $ 1.9 million (BRL 10.0 million) of borrowings outstanding under the agreement.

As of December 31, 2021, there were no borrowings outstanding under this agreement.

As of December 31, 2020, there were $ 3.8 million (BRL 20.0 million), respectively, of borrowings outstanding under the agreement.

As of December 31, 2022, the interest rate was 17.0 %.

The Company recorded interest expense related to the agreement of $ 0.3 million, $ 0.2 million and $ 0.3 million for the years ended December 31, 2022, 2021 and 2020, respectively.

1 unchanged sentence

The agreement provided for an intra-day overdraft credit line up to $ 9.6 million (BRL 50.0 million).

On August 20, 2021, the agreement was amended, increasing the credit line up to $ 10.8 million (BRL 60.0 million).

The maturity date of the agreement is March 9, 2022.

On August 20, 2021, the agreement was renegotiated, increasing the credit line to $ 11.5 million (BRL 60.0 million).

The maturity date of the agreement is May 21, 2023.

This agreement bears a fee of 1.35 % per year.

As of December 31, 2022 and December 31, 2021, there were no borrowings outstanding under this agreement.

The Company recorded bank fees related to the agreement of $ 0.1 million for each of the years ended December 31, 2021, 2020 and 2019.

The Company recorded bank fees related to the agreement of $ 0.2 million, $ 0.1 million, and $ 0.1 million for each of the years ended December 31, 2022, 2021 and 2020, respectively.

On January 25, 2021, the Company entered into a committed unsecured loan agreement with Banco Daycoval S.A., which provided for short-term loans of up to $ 1.9 million (BRL 10.0 million) and was renegotiated on June 1, 2021.

The amended agreement provides for short-term loans of up to $ 3.6 million (BRL 20.0 million).

The maturity date of the agreement is January 17, 2023.

Borrowings under this agreement bear interest at the Brazilian Interbank offering rate plus 3.66 %.

The amended agreement provided for short-term loans of up to $ 3.8 million (BRL 20.0 million).

Borrowings under this agreement bore interest at the Brazilian Interbank offering rate plus 3.66 %.

During September 2022, the borrowings under this agreement were repaid in full, and the loan was terminated on September 27, 2022.

As of December 31, 2022, there were no borrowings outstanding under the agreement.

As of December 31, 2021, there were $ 3.6 million (BRL 20.0 million) of borrowings outstanding under the agreement.

As of December 31, 2021, the interest rate was 12.90 %.

The Company recorded interest expense related to the agreement of $ 0.2 million for the year ended December 31, 2021.

The Company did no t record any interest expense related to the agreement for the years ended December 31, 2020 and 2019.

The Company recorded interest expense related to the agreement of $ 0.2 million for each of the years ended December 31, 2022 and 2021.

The Company did not record any interest expense related to the agreement for the year ended December 31, 2020.

The Compensation Committee may grant various equity-based awards, including RSUs, restricted stock, stock options, LPUs and shares of BGC Class A common stock.

Upon vesting of RSUs, issuance of restricted stock, exercise of stock options and redemption/exchange of LPUs, the Company generally issues new shares of BGC Class A common stock.

On November 22, 2021, at the annual meeting of stockholders, the stockholders approved the Equity Plan to increase from 400 million to 500 million the aggregate number of shares of BGC Class A common stock that may be delivered or cash-settled pursuant to awards granted during the life of the Equity Plan.

On November 22, 2021, at the annual meeting of stockholders, the stockholders approved amendments to the Equity Plan to increase from 400 million to 500 million the aggregate number of shares of BGC Class A common stock that may be delivered or cash-settled pursuant to awards granted during the life of the Equity Plan.

As of December 31, 2022, the limit on the aggregate number of shares authorized to be delivered allowed for the grant of future awards relating to 128.0 million shares.

69 unchanged sentences

Aggregate estimated grant date fair value of BGC and Newmark Holdings LPUs $ 194,951 $ 178,873

As of December 31, 2021, there was approximately $ 100.9 million of total unrecognized compensation expense related to unvested BGC and Newmark LPUs held by BGC employees with a stated vesting schedule that do not receive quarterly allocations of net income that is expected to be recognized over 2.10 years.

As of December 31, 2022, there was approximately $ 93.1 million of total unrecognized compensation expense related to unvested BGC and Newmark LPUs held by BGC employees with a stated vesting schedule that do not receive quarterly allocations of net income that is expected to be recognized over a weighted average period of 1.97 years.

Compensation expense related to LPUs held by BGC employees with a post-termination pay-out amount, such as REUs, and/or a stated vesting schedule is recognized over the stated service period.

22 unchanged sentences

Balance at December 31, 2022 12,046 $ 4.11 $ 49,486 2.42

The fair value of RSUs held by BGC employees and directors is determined on the date of grant based on the market value of Class A common stock adjusted as appropriate based upon the award’s ineligibility to receive dividends.

The fair value of RSUs held by BGC employees and directors is determined on the date of grant based on the market value of BGC Class A common stock adjusted as appropriate based upon the award’s ineligibility to receive dividends.

The compensation expense is recognized ratably over the vesting period, taking into effect estimated forfeitures.

1 unchanged sentence

Each RSU is settled in one share of Class A common stock upon completion of the vesting period.

For the RSUs that vested during the years ended December 31, 2021 and 2020, the Company withheld shares of Class A common stock valued at $ 4.4 million and $ 1.9 million to pay taxes due at the time of vesting.

For the RSUs that vested during the years ended December 31, 2022 and 2021, the Company withheld shares of BGC Class A common stock valued at $ 6.6 million and $ 4.4 million to pay taxes due at the time of vesting.

As of December 31, 2022, there was approximately $ 42.0 million of total unrecognized compensation expense related to unvested RSUs held by BGC employees and directors that is expected to be recognized over a weighted-average period of 2.42 years.

5 unchanged sentences

BGC employees hold shares of BGC and Newmark restricted stock.

Such restricted shares are generally saleable by partners in five to ten years .

Such restricted shares are generally salable by partners in five to ten years .

Partners who agree to extend the length of their employment agreements and/or other contractual modifications sought by the Company are expected to be able to sell their restricted shares over a shorter time period.

Transferability of the restricted shares of stock is not subject to continued employment or service with the Company or any affiliate or subsidiary of the Company;

however, transferability is subject to compliance with BGC and its affiliates’ customary noncompete obligations.

During the year ended December 31, 2021, approximately 140 thousand BGC or Newmark restricted shares held by BGC employees were forfeited in connection with this provision.

During the year ended December 31, 2020, there were no BGC or Newmark restricted shares held by BGC employees were forfeited in connection with this provision.

During the years ended December 31, 2021 and 2020, the Company released the restrictions with respect to 1.1 million and 0.7 million, respectively, of BGC shares held by BGC employees.

As of December 31, 2021 and 2020, there were 2.6 million and 3.7 million of restricted BGC shares held by BGC employees outstanding, respectively.

Additionally, during the years ended December 31, 2021 and 2020, Newmark released the restrictions with respect to 0.5 million and 0.3 million, respectively, of restricted Newmark shares held by BGC employees.

As of December 31, 2021 and 2020, there were 1.2 million and 1.7 million of restricted Newmark shares held by BGC employees outstanding, respectively.

however, transferability is subject to compliance with BGC and its affiliates’ customary non-compete obligations.

During the years ended December 31, 2022 and 2021, approximately 66 thousand and 140 thousand, respectively, BGC or Newmark restricted shares held by BGC employees were forfeited in connection with this provision.

During the years ended December 31, 2022 and 2021, the Company released the restrictions with respect to 0.3 million and 1.1 million, respectively, BGC shares held by BGC employees.

As of December 31, 2022 and 2021, there were 2.3 million and 2.6 million restricted BGC shares held by BGC employees outstanding, respectively.

Additionally, during the years ended December 31, 2022 and 2021, Newmark released the restrictions with respect to 0.1 million and 0.5 million, respectively, restricted Newmark shares held by BGC employees.

As of December 31, 2022 and 2021, there were 1.1 million and 1.2 million restricted Newmark shares held by BGC employees outstanding, respectively.

Deferred Compensation

8 unchanged sentences

Total Less Than 1 Year 1-3 Years 3-5 Years More Than 5 Years

Long-term debt and collateralized borrowings 1

Debt and collateralized borrowings 1

$ 1,053,251 $ 453,251 $ 600,000 $ — $ —

1 unchanged sentence

221,363 35,483 57,145 39,517 89,218

Interest on long-term debt and collateralized borrowings 3

Finance leases 2

6,615 1,802 2,896 1,917 —

Interest on debt and collateralized borrowings 3

73,877 38,980 34,897 — —

Short-term borrowings 4

6 unchanged sentences

_______________________________________

1 Long-term debt and collateralized borrowings reflects long-term borrowings of $ 450.0 million of the 5.375 % Senior Notes (the $ 450.0 million represents the principal amount of the debt;

the carrying value of the 5.375 % Senior Notes as of December 31, 2021 was $ 447.9 million), $ 300.0 million of the 3.750 % Senior Notes (the $ 300.0 million represents the principal amount of the debt;

the carrying value of the 3.750 % Senior Notes as of December 31, 2021 was approximately $ 297.7 million), $ 300.0 million of the 4.375 % Senior Notes (the $ 300.0 million represents the principal amount of the debt;

1 Debt and collateralized borrowings reflects $ 450.0 million of 5.375 % Senior Notes (the $ 450.0 million represents the principal amount of the debt;

the carrying value of the 5.375 % Senior Notes as of December 31, 2022 was $ 449.2 million), $ 300.0 million of 3.750 % Senior Notes (the $ 300.0 million represents the principal amount of the debt;

the carrying value of the 3.750 % Senior Notes as of December 31, 2022 was approximately $ 298.6 million), $ 300.0 million of 4.375 % Senior Notes (the $ 300.0 million represents the principal amount of the debt;

the carrying value of the 4.375 % Senior Notes as of December 31, 2022 was approximately $ 298.2 million), $ 2.0 million of collateralized borrowings due April 8, 2023, and $ 1.3 million of collateralized borrowings due April 19, 2023.

See Note 17—“Notes Payable, Other and Short-term Borrowings” for more information regarding these obligations, including timing of payments and compliance with debt covenants.

2 Operating leases are related to rental payments under various non-cancelable leases, principally for office space, net of sublease payments to be received.

There are no sublease payments to be received over the life of the agreement.

3 Interest on long-term debt and collateralized borrowings also includes interest on the undrawn portion of the committed unsecured senior Revolving Credit Agreement which was calculated through the maturity date of the facility, which is February 26, 2023.

2 Operating leases and finance leases are related to rental payments under various non-cancelable leases, principally for office space, data centers and office equipment, and are presented net of sublease payments to be received.

As of December 31, 2022, there were no sublease payments to be received over the life of the agreements.

3 Interest on debt and collateralized borrowings also includes interest on the undrawn portion of the committed unsecured senior Revolving Credit Agreement which was calculated through the maturity date of the facility, which is March 10, 2025.

As of December 31, 2022, the undrawn portion of the committed unsecured Revolving Credit Agreement was $ 375.0 million.

4 Short-term borrowings reflects approximately $ 3.6 million (BRL 20.0 million) of borrowing under the Company’s committed unsecured loan agreement.

4 Short-term borrowings reflect approximately $ 1.9 million (BRL 20.0 million) of borrowing under the Company’s committed unsecured loan agreement.

See Note 17—“Notes Payable, Other and Short-term Borrowings” for more information regarding this obligation.

11 unchanged sentences

As of December 31, 2022, minimum lease payments under these arrangements are as follows (in thousands):

Net Lease Commitment

Operating leases Finance leases

2023 $ 35,483 $ 1,802

2024 30,844 1,448

2025 26,301 1,448

2026 20,861 1,290

2027 18,656 627

2028 and thereafter 89,218 —

13 unchanged sentences

Since 2016, the Company has completed acquisitions whose purchase price included an aggregate of approximately 2.2 million shares of the Company’s Class A common stock (with an acquisition date fair value of approximately $ 9.2 million), 0.1 million LPUs (with an acquisition date fair value of approximately $ 0.2 million), 0.2 million RSUs (with an acquisition date fair value of approximately $ 1.2 million) and $ 37.5 million in cash that may be issued contingent on certain targets being met through 2023.

The Company did not issue any contingent shares of BGC Class A common stock, LPUs, RSUs or cash for acquisitions during the year ended December 31, 2021.

During the year ended December 31, 2020, the Company completed acquisitions, whose purchase price included approximately $ 3.1 million in cash that may be issued or paid contingent on certain targets being met through 2023.

The Company did not issue any contingent shares of BGC Class A common stock, LPUs or RSUs for acquisitions during the year ended December 31, 2020.

The Company did not issue any contingent shares of BGC Class A common stock, LPUs, RSUs or cash for acquisitions during the years ended December 31, 2022 and 2021.

During the year ended December 31, 2022, the contingent cash consideration increased by approximately $ 2.6 million to $ 14.5 million in cash that may be paid due to an increase in probability of payout.

During the year ended December 31, 2021, the contingent cash consideration increased by approximately $ 3.7 million to $ 11.8 million in cash that may be paid due to an increase in probability of payout.

As of December 31, 2021, the Company has issued 0.5 million shares of its Class A common stock, 0.2 million of RSUs and paid $ 30.4 million in cash related to contingent payments for acquisitions completed since 2016.

As of December 31, 2022, the Company has issued 1.0 million shares of its Class A common stock, 0.2 million RSUs and paid $ 34.7 million in cash related to contingent payments for acquisitions completed since 2016.

As of December 31, 2022, 1.3 million shares of the Company’s Class A common stock and 0.1 million RSUs remain to be issued, and $ 18.4 million in cash remains to be paid, net of forfeitures and other adjustments, if the targets are met.

5 unchanged sentences

In some of these actions, substantial amounts are claimed.

The Company is also involved, from time to time, in reviews, examinations, investigations and proceedings by governmental and self-regulatory agencies (both formal and informal) regarding the Company’s businesses, operations, reporting or other matters, which may result in regulatory, civil and criminal judgments, settlements, fines, penalties, injunctions, enhanced oversight, remediation, or other relief.

The Company is also

involved, from time to time, in reviews, examinations, investigations and proceedings by governmental and self-regulatory agencies (both formal and informal) regarding the Company’s businesses, operations, reporting or other matters, which may result in regulatory, civil and criminal judgments, settlements, fines, penalties, injunctions, enhanced oversight, remediation, or other relief.

The following generally does not include matters that the Company has pending against other parties which, if successful, would result in awards in favor of the Company or its subsidiaries.

19 unchanged sentences

Additionally, financing is sensitive to interest rate fluctuations, which could have an impact on the Company’s overall profitability.

During the year ended December 31, 2022, the Company recorded a $ 11.4 million reserve for a potential loss associated with Russia's Invasion of Ukraine, which is included in "Other expenses" in the Company's Consolidated Statements of Operations, and which was recorded as part of the CECL reserve (see Note 25—“Current Expected Credit Losses (CECL)” for additional information).

The Company is self-insured for health care claims, up to a stop-loss amount for eligible participating employees and qualified dependents in the U.S., subject to deductibles and limitations.

5 unchanged sentences

Under these standard securities clearinghouse and exchange membership agreements, members are required to guarantee, collectively, the performance of other members and, accordingly, if another member becomes unable to satisfy its obligations to the clearinghouse or exchange, all other members would be required to meet the shortfall.

In the opinion of management, the Company’s liability under these agreements is not quantifiable and could exceed the cash and

securities it has posted as collateral.

opinion of management, the Company’s liability under these agreements is not quantifiable and could exceed the cash and securities it has posted as collateral.

However, the potential of being required to make payments under these arrangements is remote.

Accordingly, no contingent liability has been recorded in the Company’s Consolidated Statements of Financial Condition for these agreements.

Indemnifications

In connection with the sale of eSpeed, the Company has indemnified Nasdaq for amounts over a defined threshold against damages arising from breaches of representations, warranties and covenants.

In addition, in connection with the acquisition of GFI, the Company has indemnified the directors and officers of GFI.

As of December 31, 2021, no contingent liability has been recorded in the Company’s consolidated statements of financial condition for these indemnifications, as the potential for being required to make payments under these indemnifications is remote.

The Company’s Consolidated Financial Statements include U.S.

37 unchanged sentences

tax on foreign earnings, net of tax credits 4,808 31,299 2,643

Return-to-provision adjustments ( 714 ) 1,076 ( 3,937 )

Prior year adjustments 4,189 ( 714 ) 1,076

Valuation allowance ( 4,670 ) 11,532 11,966

37 unchanged sentences

of $ 9.4 million, which will begin to expire in 2030.

The Company’s decrease in net operating losses as well as associated valuation allowance is primarily due to disposition of the Insurance brokerage business that occurred during the year.

The Company’s deferred tax asset and liability are included in the Company’s Consolidated Statements of Financial Condition as components of “Other assets” and “Accounts payable, accrued and other liabilities,” respectively.

Pursuant to U.S.

Pursuant to the U.S.

GAAP guidance, Accounting for Uncertainty in Income Taxes , the Company provides for uncertain tax positions as a component of income tax expense based upon management’s assessment of whether a tax benefit is more likely than not to be sustained upon examination by tax authorities.

A reconciliation of the beginning to the ending amounts of gross unrecognized tax benefits for the years ended December 31, 2021, 2020 is as follows (in thousands):

A reconciliation of the beginning to the ending amounts of gross unrecognized tax benefits for the years ended December 31, 2022 and 2021 is as follows (in thousands):

Balance, December 31, 2020 $ 12,187

32 unchanged sentences

In addition, the Company’s SEFs, BGC Derivative Markets and GFI Swaps Exchange are required to maintain financial resources to cover operating costs for at least one year , keeping at least enough cash or highly liquid securities to cover six months ’ operating costs.

The Company also operates a designated contract market (DCM) and derivatives clearing organization (DCO) through the Futures Exchange Group, which are required to maintain financial resources to cover operating costs for at least one year, keeping at least enough cash or highly liquid securities to cover six months’ operating costs.

The Company also operates a DCM and DCO through the Futures Exchange Group, which are required to maintain financial resources to cover operating costs for at least one year, keeping at least enough cash or highly liquid securities to cover six months’ operating costs.

The regulatory requirements referred to above may restrict the Company’s ability to withdraw capital from its regulated subsidiaries.

4 unchanged sentences

The Company currently operates in one reportable segment, brokerage services.

We provide or have provided brokerage services to the financial markets, integrated Voice, Hybrid and Fully Electronic brokerage in a broad range of products, including fixed income (Rates and Credit), FX, Equity derivatives and cash equities, Insurance, Energy and commodities, and futures.

On November 1, 2021, we sold our Insurance brokerage business to The Ardonagh Group (see Note 5— "Divestitures").

It also provides a wide range of services, including trade execution, brokerage, clearing, trade compression, post-trade, information, consulting, and other back-office services to a broad range of financial and non-financial institutions.

BGC provides or has provided brokerage services to the financial markets, integrated Voice, Hybrid and Fully Electronic brokerage in a broad range of products, including fixed income (Rates and Credit), FX, Equities, Energy and Commodities, and Futures and Options.

BGC also provides a wide range of services, including trade execution, brokerage, clearing, trade compression, post-trade, information, consulting, and other back-office services to a broad range of financial and non-financial institutions.

On November 1, 2021, the Company sold its Insurance brokerage business to The Ardonagh Group (see Note 5— "Divestitures").

Geographic Information

21 unchanged sentences

Other Europe/MEA 46,413 47,888

France 16,996 28,518

Other Americas 17,736 16,032

France 13,019 16,996

Total long-lived assets $ 1,343,182 $ 1,339,158

1 unchanged sentence

The Company’s business is based on the products and services provided and reflect the manner in which financial information is evaluated by management.

The Company specializes in the brokerage of a broad range of products, including fixed income (Rates and Credit), FX, Equity derivatives and cash equities, Insurance, Energy and commodities, and futures.

On November 1, 2021, we sold our Insurance brokerage business to The Ardonagh Group (see Note 5—"Divestitures").

It also provides a wide range of services, including trade execution, broker-dealer services, clearing, trade compression, post trade, information, consulting, and other back-office services to a broad range of financial and non-financial institutions.

The Company specializes in the brokerage of a broad range of products, including fixed income (Rates and Credit), FX, Equities, Energy and Commodities, and Futures and Options.

The Company also provides a wide range of services, including trade execution, broker-dealer services, clearing, trade compression, post trade, information, consulting, and other back-office services to a broad range of financial and non-financial institutions.

On November 1, 2021, the Company sold its Insurance brokerage business to The Ardonagh Group (see Note 5—"Divestitures").

Product information regarding revenues is as follows (in thousands):

5 unchanged sentences

Credit 271,419 287,608 329,904

Equity derivatives and cash equities 247,673 254,702 251,339

Insurance 178,087 182,707 155,790

Equities 234,493 247,673 254,702

— 178,087 182,707

Total brokerage revenues $ 1,646,801 $ 1,869,661 $ 1,919,301

1 unchanged sentence

Total revenues $ 1,795,302 $ 2,015,364 $ 2,056,761

_______________________________________

1 On November 1, 2021, the Company sold its Insurance Brokerage business to The Ardonagh Group (see Note 5—“Divestitures”).

Revenues from Contracts with Customers

13 unchanged sentences

Total revenues $ 1,795,302 $ 2,015,364 $ 2,056,761

Refer to Note 3—“Summary of Significant Accounting Policies” for detailed information on the recognition of the Company’s revenues from contracts with customers.

See Note 3—“Summary of Significant Accounting Policies” for detailed information on the recognition of the Company’s revenues from contracts with customers.

Disaggregation of Revenue

Refer to Note 23—“Segment, Geographic and Product Information” for a further discussion on the allocation of revenues to geographic regions.

See Note 22—“Segment, Geographic and Product Information” for a further discussion on the allocation of revenues to geographic regions.

Contract Balances

The timing of our revenue recognition may differ from the timing of payment by our customers.

The timing of the Company's revenue recognition may differ from the timing of payment by its customers.

The Company records a receivable when revenue is recognized prior to payment and the Company has an unconditional right to payment.

8 unchanged sentences

Capitalized costs to fulfill a contract are recognized at the point in time that the related revenue is recognized.

At December 31, 2021, there were no capitalized costs recognized to fulfill a contract.

At December 31, 2020, there were $ 1.7 million of capitalized costs recognized to fulfill a contract.

The Company did no t have any capitalized costs to fulfill a contract as of December 31, 2022 and 2021.

The Company, acting as a lessee, has operating leases and finance leases primarily relating to office space, data centers and office equipment.

45 unchanged sentences

1 The Company recorded operating lease costs related to the Insurance brokerage business of $ 3.5 million for the year ended December 31, 2021.

Short-term lease expense is not material.

2 Short-term lease expense was not material for the years ended December 31, 2022 and 2021.

The following table shows the Company’s maturity analysis of its operating lease liabilities as of December 31, 2022 (in thousands):

12 unchanged sentences

Year Ended December 31,

Cash paid for obligations included in the measurement of lease liabilities 1

Cash paid for amounts included in the measurement of lease liabilities 2022 2021

Operating cash flows from operating lease liabilities 1

$ 38,113 $ 37,085

Cash paid for obligations included in the measurement of finance lease liabilities $ 157 $ —

Operating cash flows from finance lease liabilities $ 116 $ 21

Financing cash flows from finance lease liabilities $ 704 $ 136

_______________________________________

3 unchanged sentences

See Note 3—“Summary of Significant Accounting Policies” for further discussion of the CECL reserve methodology.

As described in Note 1—“Organization and Basis of Presentation,” upon adoption of the new CECL guidance on January 1, 2020, the Company recognized an initial CECL reserve of approximately $ 1.9 million, of which, $ 1.1 million was in “Loans, forgivable loans and other receivables from employees and partners, net,” and $ 0.8 million was in “Accrued commissions and other receivables, net,” against its receivables portfolio with a corresponding charge to “Retained deficit” on the Company’s consolidated statements of changes in equity.

As required, any subsequent changes to the CECL reserve are recognized in “Net income (loss) available to common stockholders” in the Company’s Consolidated Statements of Operations.

During the years ended December 31, 2021 and 2020, the Company recorded a decrease of $ 0.2 million and an increase of $ 0.7 million, respectively, in the CECL reserve against the receivables portfolio, bringing the Company’s total CECL reserve to $ 2.4 million and $ 2.6 million as of December 31, 2021 and 2020, respectively.

This total CECL reserve is comprised of $ 1.7 million and $ 1.6 million for “Loans, forgivable loans and other receivables from employees and partners, net” as of December 31, 2021 and 2020, respectively.

The total CECL reserve is

further comprised of $ 0.7 million and $ 1.0 million for “Accrued commissions and other receivables, net,” as of December 31, 2021 and 2020, respectively.

For the year ended December 31, 2021, there was an increase of $ 0.1 million, in the CECL reserve pertaining to “Loans, forgivable loans and other receivables from employees and partners, net” as a result of employee terminations, bringing the CECL reserve recorded pertaining to “Loans, forgivable loans and other receivables from employees and partners, net” to $ 1.7 million as of December 31, 2021.

For the year ended December 31, 2020, there was an increase of $ 0.5 million in the CECL reserve pertaining to "Loans, forgivable loans and other receivables from employees and partners, net."

For the year ended December 31, 2021, there was a decrease of $ 0.3 million in the CECL reserve against “Accrued commissions and other receivables, net,” due to the updated macroeconomic assumptions resulting from an increase in the GDP growth rate, and the downward credit rating migration of certain receivables in the portfolio, bringing the CECL reserve recorded pertaining to “Accrued commissions and other receivables, net” to $ 0.7 million as of December 31, 2021.

For the year ended December 31, 2020, there was an increase of $ 0.2 million in the CECL reserve against "Accrued commissions and other receivables, net."

During the years ended December 31, 2022, 2021 and 2020, the Company recorded changes in the CECL reserve as follows (in millions):

Accrued commissions and other receivables, net Loans, forgivable loans and other receivables from employees and partners, net Receivables from broker-dealers, clearing organizations, customers and related broker-dealers Total

Beginning balance, January 1, 2020 $ 0.8 $ 1.1 $ — $ 1.9

Current-period provision for expected credit losses 0.2 0.5 — 0.7

Ending balance, December 31, 2020 1.0 1.6 — 2.6

Current-period provision for expected credit losses ( 0.3 ) 0.1 — ( 0.2 )

Ending balance, December 31, 2021 0.7 1.7 — 2.4

Current-period provision for expected credit losses 4.7 0.8 7.0 12.5

Ending balance, December 31, 2022 $ 5.4 $ 2.5 $ 7.0 $ 14.9

For the year ended December 31, 2022, there was an increase of $ 4.7 million in the CECL reserve against “Accrued commissions and other receivables, net” due to the updated macroeconomic assumptions resulting from a decrease in the GDP growth rate, which included a $ 4.5 million reserve related to Russia's Invasion of Ukraine, bringing the CECL reserve recorded pertaining to “Accrued commissions and other receivables, net” to $ 5.4 million as of December 31, 2022.

For the years ended December 31, 2021 and 2020, there was a decrease of $ 0.3 million and an increase of $ 0.2 million, respectively, in the CECL reserve against “Accrued commissions and other receivables, net.”

For the years ended December 31, 2022, 2021, and 2020, there were increases of $ 0.8 million, $ 0.1 million, and $ 0.5 million, respectively, in the CECL reserve pertaining to "Loans, forgivable loans and other receivables from employees and partners, net" as a result of employee terminations, bringing the CECL reserve recorded pertaining to “Loans, forgivable loans and other receivables from employees and partners, net” to $ 2.5 million as of December 31, 2022.

For the year ended December 31, 2022, there was an increase of $ 7.0 million in the CECL reserve against “Receivables from broker-dealers, clearing organizations, customers and related broker-dealers” which reflected the downward credit rating migration of certain unsettled trades related to Russia's Invasion of Ukraine, bringing the CECL reserve recorded pertaining to “Receivables from broker-dealers, clearing organizations, customers and related broker-dealers” to $ 7.0 million as of December 31, 2022.

There was no change in the CECL reserve recorded pertaining to “Receivables from broker-dealers, clearing organizations, customers and related broker-dealers” for the years ended December 31, 2021 and 2020.

Supplemental Balance Sheet Information

3 unchanged sentences

Operating lease ROU assets $ 129,786 $ 136,252

$ 136,252 $ 165,969

Deferred tax asset 152,393 135,365

9 unchanged sentences

Accrued expenses and other liabilities 199,964 203,937

203,937 890,890

Lease liabilities 162,144 169,205

169,205 190,207

Deferred tax liability 21,258 18,142

1 unchanged sentence

Total accounts payable, accrued and other liabilities $ 683,104 $ 679,254

_______________________________

1 As of December 31, 2021, $ 136.3 million and $ 169.2 million, relating to lease ROU assets and lease liabilities, respectively, is attributable to the adoption of ASU No.

2016-02, Leases (Topic 842) .

As of December 31, 2020, $ 166.0 million and $ 190.2 million, relating to lease ROU assets and lease liabilities, respectively, is attributable to the adoption of ASU No.

2016-02, Leases (Topic 842) .

See Note 25—“Leases”, in addition to the information under the heading “Recently Adopted Accounting Pronouncements” included in Note 1—“Organization and Basis of Presentation” for additional information.

2 As of December 31, 2020, $ 607.3 million is attributable to Besso and Ed Broking.

See “Cash Segregated Under Regulatory Requirements” and “Accrued Commissions and Other Receivables, Net” in Note 3—“Summary of Significant Accounting Policies” for additional information.

Subsequent Events

1 unchanged sentence

On February 24, 2023, the Company’s Board declared a quarterly cash dividend of $ 0.01 per share for the fourth quarter of 2022, payable on March 31, 2023 to BGC Class A and Class B common stockholders of record as of March 17, 2023.

Drawdown of Revolving Credit Agreement

From January 1, 2023 through March 1, 2023, the Company drew down $ 70.0 million from its Revolving Credit Agreement.

This amount currently carries an interest rate of 6.4 %.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data