What changed in this filing

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Item 1. Financial Statements

2022-08-02 compared with 2022-05-03 · 280 added, 170 removed, 1069 unchanged (30% of the section changed)

9 unchanged sentences

Condensed Consolidated Statements of Financial Condition (Unaudited)

(in thousands, except share data) March 31,

(in thousands, except share data) June 30,

2022 December 31,

8 unchanged sentences

Receivables from customers 226,933 146,476

Property, equipment and capitalized software (net of accumulated depreciation of $ 485,626 and $ 472,155 as of March 31, 2022 and December 31, 2021, respectively)

Property, equipment and capitalized software (net of accumulated depreciation of $ 496,229 and $ 472,155 as of June 30, 2022 and December 31, 2021, respectively)

86,056 89,595

1 unchanged sentence

Goodwill 1,148,926 1,148,926

Intangibles (net of accumulated amortization of $ 269,642 and $ 253,161 as of March 31, 2022 and December 31, 2021, respectively)

Intangibles (net of accumulated amortization of $ 285,918 and $ 253,161 as of June 30, 2022 and December 31, 2021, respectively)

353,575 386,332

Deferred tax assets 141,922 158,518

Other assets ($ 87,484 and $ 84,378 , at fair value, as of March 31, 2022 and December 31, 2021, respectively)

Other assets ($ 80,143 and $ 84,378 , at fair value, as of June 30, 2022 and December 31, 2021, respectively)

307,225 291,306

17 unchanged sentences

Stockholders' equity

Class A common stock (par value $ 0.00001 ), Authorized — 1,000,000,000 and 1,000,000,000 shares, Issued — 132,872,351 and 131,497,645 shares, Outstanding — 105,636,944 and 113,170,782 shares at March 31, 2022 and December 31, 2021, respectively

Class B common stock (par value $ 0.00001 ), Authorized — 175,000,000 and 175,000,000 shares, Issued and Outstanding — 0 and 0 shares at March 31, 2022 and December 31, 2021, respectively

Class C common stock (par value $ 0.00001 ), Authorized — 90,000,000 and 90,000,000 shares, Issued and Outstanding — 9,053,155 and 9,359,065 shares at March 31, 2022 and December 31, 2021, respectively

Class D common stock (par value $ 0.00001 ), Authorized — 175,000,000 and 175,000,000 shares, Issued and Outstanding — 60,091,740 and 60,091,740 shares at March 31, 2022 and December 31, 2021, respectively

Treasury stock, at cost, 27,235,407 and 18,326,863 shares at March 31, 2022 and December 31, 2021, respectively

Class A common stock (par value $ 0.00001 ), Authorized — 1,000,000,000 and 1,000,000,000 shares, Issued — 132,915,640 and 131,497,645 shares, Outstanding — 103,917,477 and 113,170,782 shares at June 30, 2022 and December 31, 2021, respectively

Class B common stock (par value $ 0.00001 ), Authorized — 175,000,000 and 175,000,000 shares, Issued and Outstanding — 0 and 0 shares at June 30, 2022 and December 31, 2021, respectively

Class C common stock (par value $ 0.00001 ), Authorized — 90,000,000 and 90,000,000 shares, Issued and Outstanding — 9,030,066 and 9,359,065 shares at June 30, 2022 and December 31, 2021, respectively

Class D common stock (par value $ 0.00001 ), Authorized — 175,000,000 and 175,000,000 shares, Issued and Outstanding — 60,091,740 and 60,091,740 shares at June 30, 2022 and December 31, 2021, respectively

Treasury stock, at cost, 28,998,163 and 18,326,863 shares at June 30, 2022 and December 31, 2021, respectively

( 828,772 ) ( 494,075 )

2 unchanged sentences

Accumulated other comprehensive income (loss) 13,826 ( 10,196 )

Total Virtu Financial Inc.

stockholders' equity 1,398,303 1,549,388

Noncontrolling interest 342,105 314,230

Virtu Financial, Inc.

1 unchanged sentence

Condensed Consolidated Statements of Financial Condition (Unaudited)

(in thousands, except share data) March 31,

(in thousands, except share data) June 30,

2022 December 31,

Total Virtu Financial Inc.

stockholders' equity 1,379,105 1,549,388

Noncontrolling interest 319,637 314,230

Total equity 1,740,408 1,863,618

4 unchanged sentences

Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited)

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

(in thousands, except share and per share data) 2022 2021 2022 2021

31 unchanged sentences

Foreign exchange translation adjustment, net of taxes ( 19,810 ) 66 ( 24,978 ) ( 3,610 )

Net change in unrealized cash flow hedges gain, net of taxes 47,873 21,906

Net change in unrealized cash flow hedges gain (loss), net of taxes 14,062 ( 7,206 ) 61,935 14,700

Comprehensive income 143,148 101,767 385,777 529,229

5 unchanged sentences

Condensed Consolidated Statements of Changes in Equity (Unaudited)

Three months ended March 31, 2022, and 2021

Three and Six months ended June 30, 2022, and 2021

Class A Common Stock Class C Common Stock Class D Common Stock Treasury Stock Additional Paid-in Capital Retained Earnings (Accumulated Deficit) Accumulated Other Comprehensive Income (loss) Total Virtu Financial Inc.

15 unchanged sentences

Balance at March 31, 2022 132,872,351 $ 1 9,053,155 $ — 60,091,740 $ 1 ( 27,235,407 ) $ ( 781,286 ) $ 1,246,983 $ 897,387 $ 16,019 $ 1,379,105 $ 319,637 $ 1,698,742

Share based compensation — — — — — — — — 9,411 — — 9,411 — 9,411

Repurchase of Class C common stock — — ( 1,800 ) — — — — — ( 52 ) — — ( 52 ) — ( 52 )

Treasury stock purchases — — — — — — ( 1,762,756 ) ( 47,486 ) — — ( 47,486 ) — ( 47,486 )

Stock options exercised 22,000 — — — — — — — 418 — — 418 — 418

Net income — — — — — — — — — 85,167 — 85,167 63,729 148,896

Foreign exchange translation adjustment — — — — — — — — — — ( 10,773 ) ( 10,773 ) ( 9,037 ) ( 19,810 )

Net change in unrealized cash flow hedges gains — — — — — — — — — — 8,580 8,580 5,482 14,062

Dividends ($ 0.24 per share of Class A and Class B common stock and participating Restricted Stock Unit and Restricted Stock Awards) and distributions from Virtu Financial to noncontrolling interest

— — — — — — — — — ( 26,067 ) — ( 26,067 ) ( 76,906 ) ( 102,973 )

Issuance of common stock in connection with employee exchanges 21,289 — — — — — — — — — — — — —

Repurchase of Virtu Financial Units and corresponding number of Class C common stock in connection with employee exchanges — — ( 21,289 ) — — — — — — — — — — —

Contributions from noncontrolling interests — — — — — — — — — — — — 39,200 39,200

Balance at June 30, 2022 132,915,640 $ 1 9,030,066 $ — 60,091,740 $ 1 ( 28,998,163 ) $ ( 828,772 ) $ 1,256,760 $ 956,487 $ 13,826 $ 1,398,303 $ 342,105 $ 1,740,408

Virtu Financial, Inc.

and Subsidiaries

Condensed Consolidated Statements of Changes in Equity (Unaudited)

Three and Six months ended June 30, 2022, and 2021

14 unchanged sentences

Balance at March 31, 2021 127,154,019 $ 1 10,135,182 $ — 60,091,740 $ 1 ( 5,892,506 ) $ ( 152,282 ) $ 1,190,950 $ 615,580 $ ( 15,045 ) $ 1,639,205 $ 404,874 $ 2,044,079

Share based compensation 32,916 — — — — — — — 7,444 — — 7,444 — 7,444

Repurchase of Class C common stock — — ( 45,622 ) — — — — — ( 1,323 ) — — ( 1,323 ) — ( 1,323 )

Treasury stock purchases ( 5,489 ) — — — — — ( 3,358,003 ) ( 101,305 ) — ( 114 ) — ( 101,419 ) — ( 101,419 )

Stock options exercised 253,625 — — — — — — — 4,819 — — 4,819 — 4,819

Net income — — — — — — — — — 62,910 — 62,910 45,997 108,907

Foreign exchange translation adjustment — — — — — — — — — — 43 43 23 66

Net change in unrealized cash flow hedges losses — — — — — — — — — — ( 4,115 ) ( 4,115 ) ( 3,091 ) ( 7,206 )

Dividends ($ 0.24 per share of Class A and Class B common stock and participating Restricted Stock Units and Restricted Stock Award) and distributions from Virtu Financial to noncontrolling interest

— — — — — — — — — ( 29,483 ) — ( 29,483 ) ( 103,062 ) ( 132,545 )

Issuance of common stock in connection with employee exchanges 290,524 — — — — — — — — — — — — —

Repurchase of Virtu Financial Units and corresponding number of Class C common stock in connection with employee exchanges — — ( 290,524 ) — — — — — — — — — — —

Balance at June 30, 2021 127,725,595 $ 1 9,799,036 $ — 60,091,740 $ 1 ( 9,250,509 ) $ ( 253,587 ) $ 1,201,890 $ 648,893 $ ( 19,117 ) $ 1,578,081 $ 344,741 $ 1,922,822

See accompanying Notes to the Condensed Consolidated Financial Statements (Unaudited).

2 unchanged sentences

Condensed Consolidated Statements of Cash Flows (Unaudited)

Three Months Ended March 31,

Six Months Ended June 30,

(in thousands) 2022 2021

25 unchanged sentences

Accounts payable, accrued expenses and other liabilities ( 48,377 ) ( 76,580 )

Net cash provided by (used in) operating activities ( 255,185 ) 133,890

Net cash provided by operating activities 57,622 355,441

Cash flows from investing activities

2 unchanged sentences

Other investing activities 45,018 ( 4,956 )

Net cash used in investing activities ( 35,030 ) ( 25,642 )

Net cash provided by (used in) investing activities 4,003 ( 42,738 )

Cash flows from financing activities

8 unchanged sentences

Debt issuance costs ( 35,882 ) ( 2,658 )

Net cash provided by (used in) financing activities ( 212,882 ) ( 89,744 )

Contributions from noncontrolling interests 39,200 —

Net cash used in financing activities ( 307,830 ) ( 400,843 )

Effect of exchange rate changes on cash and cash equivalents ( 24,978 ) ( 3,610 )

Net increase in cash and cash equivalents ( 508,265 ) 14,828

Net decrease in cash and cash equivalents ( 271,183 ) ( 91,750 )

Cash, cash equivalents, and restricted or segregated cash, beginning of period 1,120,953 1,007,005

1 unchanged sentence

Supplementary disclosure of cash flow information

Cash paid for interest $ 49,277 $ 36,611

Three Months Ended March 31,

Virtu Financial, Inc.

and Subsidiaries

Condensed Consolidated Statements of Cash Flows (Unaudited)

Six Months Ended June 30,

(in thousands) 2022 2021

Cash paid for interest $ 104,765 $ 75,548

Cash paid for taxes 86,495 103,083

10 unchanged sentences

VFI is a Delaware corporation whose primary asset is its ownership interest in Virtu Financial LLC (“Virtu Financial”).

As of March 31, 2022, VFI owned approximately 61.4 % of the membership interests of Virtu Financial.

As of June 30, 2022, VFI owned approximately 61.0 % of the membership interests of Virtu Financial.

VFI is the sole managing member of Virtu Financial and operates and controls all of the businesses and affairs of Virtu Financial and its subsidiaries (the “Group”).

50 unchanged sentences

The Company adopted this ASU on January 1, 2022 and it did not have a material impact on its condensed consolidated financial statements.

Accounting Pronouncements, Not Yet Adopted as of March 31, 2022

Reference Rate Reform - In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848):

6 unchanged sentences

Scope, which expands the scope of Topic 848 to include derivative instruments that are affected by changes in the interest rates used for margining, discounting or contract price alignment as part of the market transition to new reference rates (the "discounting transition").

The Company is evaluating the impact of these ASUs, but does not expect them to have a material impact on its Condensed Consolidated Financial Statements and related disclosures.

The Company adopted these ASUs on April 1, 2022, and this did not have a material impact on its condensed consolidated financial statements and related disclosures.

Financial Instruments - Credit Losses - In March 2022, the FASB issued ASU 2022-02, Financial Instruments - Credit Losses (Topic 326) .

The ASU eliminates the accounting guidance for trouble debt restructurings by creditors in Subtopic 310-40, and enhances the disclosure requirements for modifications of loans to borrowers experiencing financial difficulty.

Additionally, the ASU requires disclosure of gross writeoffs of receivables by year of origination for receivables within the scope of Subtopic 326-20, Financial Instruments - Credit Losses - Measured at Amortized Cost .

This ASU is effective for periods beginning after December 15, 2022.

The Company adopted this ASU on April 1, 2022 and it did not have a material impact on its condensed consolidated financial statements.

Accounting Pronouncements Not Yet Adopted as of June 30, 2022

Derivatives and Hedging - In March 2022, the FASB issued ASU 2022-01, Derivatives and Hedging - Fair Value Hedging - Portfolio Layer Method (Topic 815) .

3 unchanged sentences

The Company is currently evaluating the impact of this ASU but does not expect it to have a material impact on its condensed consolidated financial statements.

Financial Instruments - Credit Losses - In March 2022, the FASB issued ASU 2022-02, Financial Instruments - Credit Losses (Topic 326) .

Fair Value Measurement - In June 2022, the FASB issued ASU 2022-03, Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions (Topic 326) .

The ASU clarifies the impact of contractual sale restrictions on the fair value of an equity security.

Additionally, this ASU requires disclosure of the nature and remaining duration of the sale restriction.

This ASU is effective for periods beginning after December 15, 2023.

2 unchanged sentences

The below table contains a reconciliation of Net income before income taxes and noncontrolling interest to Net income available for common stockholders:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

(in thousands) 2022 2021 2022 2021

5 unchanged sentences

The calculation of basic and diluted earnings per share is presented below:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

(in thousands, except for share or per share data) 2022 2021 2022 2021

6 unchanged sentences

Basic earnings per share $ 0.78 $ 0.51 $ 1.78 $ 2.43

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

(in thousands, except for share or per share data) 2022 2021 2022 2021

13 unchanged sentences

Tax receivable payments are expected to range from approximately $ 0.4 million to $ 22.0 million per year over the next 15 years.

At March 31, 2022 and December 31, 2021, the Company’s remaining deferred tax assets that relate to the matters described above were approximately $ 175.4 million and $ 180.4 million, respectively, and the Company’s liabilities over the next 15 years pursuant to the tax receivable agreements were approximately $ 237.9 million and $ 259.3 million, respectively.

The amounts recorded as of March 31, 2022 and December 31, 2021 are based on best estimates available at the respective dates and may be subject to change after the filing of the Company’s U.S.

At June 30, 2022 and December 31, 2021, the Company’s remaining deferred tax assets that relate to the matters described above were approximately $ 170.5 million and $ 180.4 million, respectively, and the Company’s liabilities over the next 15 years pursuant to the tax receivable agreements were approximately $ 237.9 million and $ 259.3 million, respectively.

The amounts recorded as of June 30, 2022 and December 31, 2021 are based on best estimates available at the respective dates and may be subject to change after the filing of the Company’s U.S.

federal and state income tax returns for the years in which tax savings were realized.

4 unchanged sentences

and one non-operating segment:

As of March 31, 2022 and December 31, 2021, the Company’s total amount of goodwill recorded was $ 1,148.9 million.

No goodwill impairment was recognized during the three months ended March 31, 2022 and 2021.

The following table presents the details of goodwill by segment as of March 31, 2022 and December 31, 2021:

As of June 30, 2022 and December 31, 2021, the Company’s total amount of goodwill recorded was $ 1,148.9 million.

No goodwill impairment was recognized during the three and six months ended June 30, 2022 and 2021.

The following table presents the details of goodwill by segment as of June 30, 2022 and December 31, 2021:

(in thousands) Market Making Execution Services Corporate Total

Balance as of period-end $ 755,292 $ 393,634 $ — $ 1,148,926

As of March 31, 2022 and December 31, 2021, the Company's total amount of intangible assets recorded was $ 369.9 million and $ 386.3 million, respectively.

Acquired intangible assets consisted of the following as of March 31, 2022 and December 31, 2021:

As of March 31, 2022

As of June 30, 2022 and December 31, 2021, the Company's total amount of intangible assets recorded was $ 353.6 million and $ 386.3 million, respectively.

Acquired intangible assets consisted of the following as of June 30, 2022 and December 31, 2021:

As of June 30, 2022

(in thousands) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Useful Lives

19 unchanged sentences

$ 639,493 $ ( 253,161 ) $ 386,332

Amortization expense relating to finite-lived intangible assets was approximately $ 16.5 million and $ 18.1 million for the three months ended March 31, 2022 and 2021, respectively.

Amortization expense relating to finite-lived intangible assets was approximately $ 16.3 million and $ 18.1 million for the three months ended June 30, 2022 and 2021, respectively, and $ 32.8 million and $ 36.2 million for the six months ended June 30, 2022 and 2021, respectively.

This is included in Amortization of purchased intangibles and acquired capitalized software in the accompanying Condensed Consolidated Statements of Comprehensive Income.

3 unchanged sentences

Receivables from/Payables to Broker-Dealers and Clearing Organizations

The following is a summary of receivables from and payables to brokers-dealers and clearing organizations at March 31, 2022 and December 31, 2021:

(in thousands) March 31, 2022 December 31, 2021

The following is a summary of receivables from and payables to brokers-dealers and clearing organizations at June 30, 2022 and December 31, 2021:

(in thousands) June 30, 2022 December 31, 2021

Due from prime brokers $ 797,705 $ 287,991

12 unchanged sentences

(1) The Company presents its balances, including outstanding principal balances on all broker credit facilities, on a net-by-counterparty basis within receivables from and payables to broker-dealers and clearing organizations when the criteria for offsetting are met .

Included as a deduction from “Due from prime brokers” and “Net equity with futures commission merchants” is the outstanding principal balance on all of the Company’s prime brokerage credit facilities (described in Note 8 "Borrowings") of approximately $ 314.3 million and $ 177.1 million as of March 31, 2022 and December 31, 2021, respectively.

Included as a deduction from “Due from prime brokers” and “Net equity with futures commission merchants” is the outstanding principal balance on all of the Company’s prime brokerage credit facilities (described in Note 8 "Borrowings") of approximately $ 218.4 million and $ 177.1 million as of June 30, 2022 and December 31, 2021, respectively.

The loan proceeds from the credit facilities are available only to meet the initial margin requirements associated with the Company’s ordinary course futures and other trading positions, which are held in the Company’s trading accounts with an affiliate of the respective financial institutions.

3 unchanged sentences

The Company is permitted to sell or repledge securities received as collateral and use these securities to secure repurchase agreements, enter into securities lending transactions or deliver these securities to counterparties or clearing organizations to cover short positions.

At March 31, 2022 and December 31, 2021, substantially all of the securities received as collateral have been repledged.

The fair value of the collateralized transactions at March 31, 2022 and December 31, 2021 are summarized as follows:

(in thousands) March 31, 2022 December 31, 2021

At June 30, 2022 and December 31, 2021, substantially all of the securities received as collateral have been repledged.

The fair value of the collateralized transactions at June 30, 2022 and December 31, 2021 are summarized as follows:

(in thousands) June 30, 2022 December 31, 2021

Securities received as collateral:

3 unchanged sentences

In the normal course of business, the Company pledges qualified securities with clearing organizations to satisfy daily margin and clearing fund requirements.

Financial instruments owned and pledged, where the counterparty has the right to repledge, at March 31, 2022 and December 31, 2021 consisted of the following:

(in thousands) March 31, 2022 December 31, 2021

Financial instruments owned and pledged, where the counterparty has the right to repledge, at June 30, 2022 and December 31, 2021 consisted of the following:

(in thousands) June 30, 2022 December 31, 2021

Equities $ 1,061,602 $ 1,012,569

3 unchanged sentences

The following summarizes the Company's short-term borrowing balances outstanding, net of related debt issuance costs, with each described in further detail below.

March 31, 2022

June 30, 2022

(in thousands) Borrowing Outstanding Deferred Debt Issuance Cost Short-term Borrowings, net

Broker-dealer credit facilities $ 158,000 $ ( 886 ) $ 157,114

Short-term bank loans — — —

$ 158,000 $ ( 886 ) $ 157,114

11 unchanged sentences

Borrowing Base B Loan is to be used to fund margin deposit with the National Securities Clearing Corporation.

Borrowing Base A Loans are available up to $ 600 million and bear interest at the adjusted LIBOR or base rate plus 1.25 % per annum.

Borrowing Base B Loans are subject to a sublimit of $ 200 million and bear interest at the adjusted LIBOR or base rate plus 2.50 % per annum.

Borrowing Base A Loans are available up to $ 650 million and bear interest at the adjusted SOFR or base rate plus 1.25 % per annum.

Borrowing Base B Loans are subject to a sublimit of $ 200 million and bear interest at the adjusted SOFR or base rate plus 2.50 % per annum.

A commitment fee of 0.50 % per annum on the average daily unused portion of this facility is payable quarterly in arrears.

On May 25, 2022, Virtu Financial Singapore Pte.

entered into a revolving credit facility with a financial institution (the "Overdraft Facility") to provide a source of short-term financing.

The facility has an aggregate borrowing limit of $ 10 million, and bears interest at the adjusted SOFR or base rate plus 3.5 % per annum.

There were no outstanding borrowings under the Overdraft Facility as of June 30, 2022.

On March 20, 2020, VAL entered into a Loan Agreement (the “Founder Member Loan Facility”) with TJMT Holdings LLC (the “Founder Member”), as lender and administrative agent, providing for unsecured term loans from time to time (the “Founder Member Loans”) in an aggregate original principal amount not to exceed $ 300 million.

7 unchanged sentences

These balances are included within Short-term borrowings on the Condensed Consolidated Statements of Financial Condition.

At March 31, 2022

At June 30, 2022

(in thousands) Interest Rate Financing Available Borrowing Outstanding Deferred Debt Issuance Cost Outstanding Borrowings, net

2 unchanged sentences

Committed facility 4.50 % 650,000 — — —

Overdraft facility 5.00 % 10,000 — — —

$ 1,060,000 $ 158,000 $ ( 886 ) $ 157,114

7 unchanged sentences

Interest expense is included within Interest and dividends expense in the accompanying Condensed Consolidated Statements of Comprehensive Income.

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

(in thousands) 2022 2021 2022 2021

2 unchanged sentences

Committed facility 23 — 38 57

$ 812 $ 625 $ 1,331 $ 1,307

Short-Term Bank Loans

The Company’s international securities clearance and settlement activities are funded with operating cash or with short-term bank loans in the form of overdraft facilities.

At March 31, 2022, there was no balance associated with international settlement activities outstanding under these facilities.

At June 30, 2022, there was no balance associated with international settlement activities outstanding under these facilities.

At December 31, 2021, there was $ 5.1 million associated with international settlement activities outstanding under these facilities at a weighted average interest rate of approximately 4.2 %.

3 unchanged sentences

The proceeds of these facilities are used to meet margin requirements associated with the products traded by the Company in the ordinary course, and amounts borrowed are collateralized by the Company’s trading accounts with the applicable financial institution.

At March 31, 2022

At June 30, 2022

(in thousands) Weighted Average

12 unchanged sentences

(1) Outstanding borrowings are included with Receivables from/Payables to broker-dealers and clearing organizations within the Condensed Consolidated Statements of Financial Condition.

Interest expense in relation to the facilities was $ 1.6 million and $ 1.0 million for the three months ended March 31, 2022 and 2021, respectively.

Interest expense in relation to the facilities was $ 1.7 million and $ 1.1 million for the three months ended June 30, 2022 and 2021, and $ 3.3 million and $ 2.1 million for the six months ended June 30, 2022 and 2021, respectively.

Long-Term Borrowings

The following summarizes the Company’s long-term borrowings, net of unamortized discount and debt issuance costs, where applicable:

At March 31, 2022

At June 30, 2022

(in thousands) Maturity

20 unchanged sentences

On March 2, 2020, VFH entered into a second amendment, which further amended the Acquisition Credit Agreement to, among other things, reduce the interest rate spread over adjusted LIBOR or the alternate base rate by 0.50 % per annum and eliminated any step-down in the spread based on VFH's first lien leverage ratio.

There were no outstanding borrowings under the Acquisition Credit Agreement as of March 31, 2022.

On January 13, 2022 (the “Credit Agreement Closing Date”), Virtu Financial, VFH Parent LLC, a Delaware limited liability company and a subsidiary of Virtu Financial (“VFH”), entered into the Credit Agreement, with the lenders party thereto, JPMorgan Chase Bank, N.A.

as administrative agent and JPMorgan Chase Bank, N.A., Goldman Sachs Bank USA, RBC Capital Markets, Barclays Bank plc, Jefferies Finance LLC, BMO Capital Markets Corp., and CIBC World Markets Corp., as joint lead arrangers and bookrunners (the “Credit Agreement”).

The Credit Agreement provides (i) a senior secured first lien term loan in an aggregate principal amount of $ 1,800.0 million, drawn in its entirety on the Credit Agreement Closing Date, the proceeds of which were used by VFH to repay all amounts outstanding under the Acquisition Credit Agreement (as defined below), to pay fees and expenses in connection therewith, to fund share repurchases under the Company’s repurchase program and for general corporate purposes, and (ii) a $ 250.0 million senior secured first lien revolving facility to VFH, with a $ 20.0 million letter of credit subfacility and a $ 20.0 million swingline subfacility.

The Credit Agreement provides (i) a senior secured first lien term loan in an aggregate principal amount of $ 1,800.0 million, drawn in its entirety on the Credit Agreement Closing Date, the proceeds of which were used by VFH to repay all amounts outstanding under the Acquisition Credit Agreement, to pay fees and expenses in connection therewith, to fund share repurchases under the Company’s repurchase program and for general corporate purposes, and (ii) a $ 250.0 million senior secured first lien revolving facility to VFH, with a $ 20.0 million letter of credit subfacility and a $ 20.0 million swingline subfacility.

The term loan borrowings and revolver borrowings under the Credit Agreement bear interest at a per annum rate equal to, at the Company’s election, either (i) the greatest of (a) the prime rate in effect, (b) the greater of (1) the federal funds effective rate and (2) the overnight bank funding rate, in each case plus 0.50 %, (c) an adjusted term SOFR rate with an interest period of one month plus 1.00 % and (d)(1) in the case of term loan borrowings, 1.50 % and (2) in the case of revolver borrowings, 1.00 %, plus, (x) in the case of term loan borrowings, 2.00 % and (y) in the case of revolver borrowings, 1.50 %, or (ii) the greater of (a) an adjusted term SOFR rate for the interest period in effect and (b) (1) in the case of term loan borrowings, 0.50 % and (2) in the case of revolver borrowings, 0.00 %, plus, (x) in the case of term loan borrowings, 3.00 % and (y) in the case of revolver borrowings, 2.50 %.

8 unchanged sentences

The revolving commitments will terminate on January 13, 2025.

As of March 31, 2022, $ 1,800 million was outstanding under the term loans.

As of June 30, 2022, $ 1,800 million was outstanding under the term loans, and there were no amounts outstanding under the first lien revolving facility.

In October 2019, the Company entered into a five-year $ 525 million floating-to-fixed interest rate swap agreement.

2 unchanged sentences

In April 2021, each of the swap agreements described above was novated to another counterparty and amended in connection with such novation.

The amendments included certain changes to collateral posting obligations, and also had the effect of increasing the effective fixed interest payment obligations to rates of 4.5 %, with respect to the earlier maturing swap arrangement, and 4.6 % with respect to the later maturing swap arrangement.

amendments included certain changes to collateral posting obligations, and also had the effect of increasing the effective fixed interest payment obligations to rates of 4.5 %, with respect to the earlier maturing swap arrangement, and 4.6 % with respect to the later maturing swap arrangement.

In January 2022, in order to align the swap agreements with the Credit Agreement, the Company amended each of the swap agreements to align the floating rate term of such swap agreements to SOFR.

8 unchanged sentences

In December 2019, the maturity date of the SBI Bonds was extended to January 2023.

The principal balance was ¥ 3.5 billion ($ 28.8 million) as of March 31, 2022 and ¥ 3.5 billion ($ 30.7 million) as of December 31, 2021.

The Company had a gain of $ 2.0 million, and a gain of $ 2.3 million, during the three months ended March 31, 2022 and 2021, respectively, due to changes in foreign currency rates.

As of March 31, 2022, aggregate future required minimum principal payments based on the terms of the long-term borrowings were as follows:

(in thousands) March 31, 2022

The principal balance was ¥ 3.5 billion ($ 25.8 million) as of June 30, 2022 and ¥ 3.5 billion ($ 30.7 million) as of December 31, 2021.

The Company had a gain $ 3.0 million and a gain of $ 0.1 million during the three months ended June 30, 2022 and 2021, and a gain of $ 4.9 million, and a gain of $ 2.4 million, during the six months ended June 30, 2022 and 2021, respectively, due to changes in foreign currency rates.

As of June 30, 2022, aggregate future required minimum principal payments based on the terms of the long-term borrowings were as follows:

(in thousands) June 30, 2022

Thereafter 1,728,000

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This information includes prices for identical and near-identical positions, as well as the prices for securities underlying the Company’s positions, on other exchanges that are open after the exchange on which the financial instruments is traded closes.

The Company validates that all price adjustments

can be substantiated with market inputs and checks the theoretical prices independently.

The Company validates that all price adjustments can be substantiated with market inputs and checks the theoretical prices independently.

Consequently, such financial instruments are classified as Level 2.

Fair value measurements for those items measured on a recurring basis are summarized below as of March 31, 2022:

March 31, 2022

Fair value measurements for those items measured on a recurring basis are summarized below as of June 30, 2022:

June 30, 2022

(in thousands) Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Counterparty and Cash Collateral Netting Total Fair Value

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The JNX Investment is included within Level 3 of the fair value hierarchy.

As of March 31, 2021 and 2022, the fair value of the JNX Investment was determined using a weighted average of valuations using 1) the discounted cash flow method, an income approach;

As of June 30, 2022 and December 31, 2021, the fair value of the JNX Investment was determined using a weighted average of valuations using 1) the discounted cash flow method, an income approach;

2) a market approach based on average enterprise value/EBITDA ratios of comparable companies;

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The table below presents information on the valuation techniques, significant unobservable inputs and their ranges for the JNX Investment:

March 31, 2022

June 30, 2022

(in thousands) Fair Value Valuation Technique Significant Unobservable Input Range Weighted Average

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The following presents the changes in the Company's Level 3 financial instruments measured at fair value on a recurring basis:

Three Months Ended March 31, 2022

(in thousands) Balance at December 31, 2021 Purchases Total Realized and Unrealized Gains / (Losses) (1) Net Transfers into (out of) Level 3 Settlement Balance at March 31, 2022 Change in Net Unrealized Gains / (Losses) on Investments still held at March 31, 2022

Three Months Ended June 30, 2022

(in thousands) Balance at March 31, 2022 Purchases Total Realized and Unrealized Gains / (Losses) (1) Net Transfers into (out of) Level 3 Settlement Balance at June 30, 2022 Change in Net Unrealized Gains / (Losses) on Investments still held at June 30, 2022

Other assets:

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Total $ 84,482 $ — $ ( 6,920 ) $ — $ — $ 77,562 $ ( 6,920 )

(1) Total realized and unrealized gains/(losses) includes gains and losses realized on the SBI Bonds (see Note 8 "Borrowings" for more details) due to fluctuations in currency rates as well as gains and losses recognized on changes in the fair value of the JNX Investment.

Three Months Ended March 31, 2021

(in thousands) Balance at December 31, 2020 Purchases Total Realized and Unrealized Gains / (Losses) (1) Net Transfers into (out of) Level 3 Settlement Balance at March 31, 2021 Change in Net Unrealized Gains / (Losses) on Investments still held at March 31, 2021

(1) Total realized and unrealized gains/(losses) includes gains and losses due to fluctuations in currency rates as well as gains and losses recognized on changes in the fair value of the JNX Investment.

Three Months Ended June 30, 2021

(in thousands) Balance at March 31, 2021 Purchases Total Realized and Unrealized Gains / (Losses) (1) Net Transfers into (out of) Level 3 Settlement Balance at June 30, 2021 Change in Net Unrealized Gains / (Losses) on Investments still held at June 30, 2021

Other assets:

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Total $ 66,192 $ — $ 12,121 $ — $ — $ 78,313 $ 12,121

Six Months Ended June 30, 2022

(in thousands) Balance at December 31, 2021 Purchases Total Realized and Unrealized Gains / (Losses) (1) Net Transfers into (out of) Level 3 Settlement Balance at June 30, 2022 Change in Net Unrealized Gains / (Losses) on Investments still held at June 30, 2022

Other assets:

Equity investment $ 81,358 $ — $ ( 3,796 ) $ — $ — $ 77,562 $ ( 3,796 )

Total $ 81,358 $ — $ ( 3,796 ) $ — $ — $ 77,562 $ ( 3,796 )

Six Months Ended June 30, 2021

(in thousands) Balance at December 31, 2020 Purchases Total Realized and Unrealized Gains / (Losses) (1) Net Transfers into (out of) Level 3 Settlement Balance at June 30, 2021 Change in Net Unrealized Gains / (Losses) on Investments still held at June 30, 2021

Other assets:

Equity investment $ 66,030 $ — $ 12,283 $ — $ — $ 78,313 $ 12,283

Total $ 66,030 $ — $ 12,283 $ — $ — $ 78,313 $ 12,283

Financial Instruments Not Measured at Fair Value

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The fair value of the Company’s long-term borrowings is based on quoted prices from the market for similar instruments, and is categorized as Level 2 in the fair value hierarchy.

The table below summarizes financial assets and liabilities not carried at fair value on a recurring basis as of March 31, 2022:

March 31, 2022

The table below summarizes financial assets and liabilities not carried at fair value on a recurring basis as of June 30, 2022:

June 30, 2022

Carrying Value Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs

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In the tables below, the amounts of financial instruments owned that are not offset in the Condensed Consolidated Statements of Financial Condition, but could be netted against financial liabilities with specific counterparties under legally enforceable master netting agreements in the event of default, are presented to provide financial statement readers with the Company’s estimate of its net exposure to counterparties for these financial instruments.

The following tables set forth the gross and net presentation of certain financial assets and financial liabilities as of March 31, 2022 and December 31, 2021:

March 31, 2022

The following tables set forth the gross and net presentation of certain financial assets and financial liabilities as of June 30, 2022 and December 31, 2021:

June 30, 2022

Gross Amounts of Recognized Assets Amounts Offset in the Condensed Consolidated Statement of Financial Condition Net Amounts of Assets Presented in the Condensed Consolidated Statements of Financial Condition Amounts Not Offset in the Condensed Consolidated Statements of Financial Condition

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The following table presents gross obligations for securities sold under agreements to repurchase and for securities lending transactions by remaining contractual maturity and the class of collateral pledged:

March 31, 2022

June 30, 2022

Remaining Contractual Maturity

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Derivative Instruments

The fair value of the Company’s derivative instruments on a gross basis consisted of the following at March 31, 2022 and December 31, 2021:

(in thousands) March 31, 2022 December 31, 2021

The fair value of the Company’s derivative instruments on a gross basis consisted of the following at June 30, 2022 and December 31, 2021:

(in thousands) June 30, 2022 December 31, 2021

Derivatives Assets Financial Statement Location Fair Value Notional Fair Value Notional

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Amounts included in receivables from and payables to broker-dealers and clearing organizations represent net variation margin on long and short futures contracts as well as amounts receivable or payable on interest rate swaps.

The following table summarizes the net gain (loss) from derivative instruments not designated as hedging instruments under ASC 815, which are recorded in total revenues, and from those designated as hedging instruments under ASC 815, which are initially recorded in other comprehensive income in the accompanying Condensed Consolidated Statements of Comprehensive Income for the three months ended March 31, 2022, and 2021.

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

(in thousands) Financial Statements Location 2022 2021 2022 2021

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The Company and its JV partners each pay monthly fees for the use of the microwave communication networks in connection with their respective trading activities, and the JVs may sell excess bandwidth that is not utilized by the JV members to third parties.

As of March 31, 2022, the Company held noncontrolling interests of 10.0 % and 50.0 %, respectively, in these JVs.

As of June 30, 2022, the Company held noncontrolling interests of 10.0 % and 50.0 %, respectively, in these JVs.

The Company has an interest in a JV that offers derivatives trading technology and execution services to broker-dealers, professional traders and select hedge funds.

As of March 31, 2022, the Company held approximately a 9.8 % noncontrolling interest in this JV.

As of June 30, 2022, the Company held approximately a 9.8 % noncontrolling interest in this JV.

The Company has an interest in a JV that operates a member-owned equities exchange with the goal of increasing competition and transparency, while reducing fixed costs and simplifying execution of equity trading in the U.S.

As of March 31, 2022, the Company held approximately a 15.0 % noncontrolling interest in this JV.

The Company's four JVs meet the criteria to be considered VIEs, which it does not consolidate.

As of June 30, 2022, the Company held approximately a 14.9 % noncontrolling interest in this JV.

In the second quarter of 2022, the Company invested in a JV that was formed for the purpose of developing and operating a cryptocurrency trading platform with the goal of increasing competition and transparency, while improving trading performance and reducing operational risk.

As of June 30, 2022, the Company held approximately a 10.0 % noncontrolling interest in this JV.

The Company's five JVs noted above meet the criteria to be considered VIEs, which it does not consolidate.

The Company records its interest in each JV under the equity method of accounting and records its investment in the JVs within Other assets and its amounts payable for communication services provided by the applicable JVs within Accounts payable, accrued expenses and other liabilities on the Statements of Financial Condition.

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The Company’s exposure to the obligations of these VIEs is generally limited to its interests in each respective JV, which is the carrying value of the equity investment in each JV.

The following table presents the Company’s nonconsolidated VIEs at March 31, 2022:

The following table presents the Company’s nonconsolidated VIEs at June 30, 2022:

Carrying Amount Maximum Exposure to Loss VIEs' assets

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Equity investment $ 38,319 $ — $ 38,319 $ 136,378

During the second quarter of 2022, the Company formed a JV that was formed to support the growth and expansion of a multi-asset request-for-quote communication platform.

As of June 30, 2022, the Company held a 51 % controlling interest in this entity.

Based on the standard for control set forth above, this JV meets the criteria to be considered a VIE, and the Company consolidates this entity and records the interest that the Company does not own as noncontrolling interest in the condensed consolidated statement of changes in equity.

Revenues from Contracts with Customers

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Disaggregation of Revenues

The following tables present the Company’s revenue from contracts with customers disaggregated by service, by timing of revenue recognition, reconciled to the Company’s segments, for the three months ended March 31, 2022, and 2021:

Three Months Ended March 31, 2022

Three Months Ended June 30, 2022

(in thousands) Market Making Execution Services Corporate Total

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Total revenues $ 432,595 $ 130,997 $ 41,146 $ 604,738

Three Months Ended March 31, 2021

Three Months Ended June 30, 2021

(in thousands) Market Making Execution Services Corporate Total

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Total revenues $ 402,541 $ 138,130 $ 8,294 $ 548,965

Six Months Ended June 30, 2022

(in thousands) Market Making Execution Services Corporate Total

Revenues from contracts with customers:

Commissions, net $ 20,194 $ 199,187 $ — $ 219,381

Workflow technology — 51,270 — 51,270

Analytics — 20,344 — 20,344

Total revenue from contracts with customers 20,194 270,801 — 290,995

Other sources of revenue 958,964 11,941 44,100 1,015,005

Total revenues $ 979,158 $ 282,742 $ 44,100 $ 1,306,000

Timing of revenue recognition:

Services transferred at a point in time $ 979,158 $ 246,303 $ 44,100 $ 1,269,561

Services transferred over time — 36,439 — 36,439

Total revenues $ 979,158 $ 282,742 $ 44,100 $ 1,306,000

Six Months Ended June 30, 2021

(in thousands) Market Making Execution Services Corporate Total

Revenues from contracts with customers:

Commissions, net $ 23,217 $ 238,524 $ — $ 261,741

Workflow technology — 52,424 — 52,424

Analytics — 20,599 20,599

Total revenue from contracts with customers 23,217 311,547 — 334,764

Other sources of revenue 1,203,048 15,822 7,903 1,226,773

Total revenues $ 1,226,265 $ 327,369 $ 7,903 $ 1,561,537

Timing of revenue recognition:

Services transferred at a point in time $ 1,226,265 $ 290,359 $ 7,903 $ 1,524,527

Services transferred over time — 37,010 — 37,010

Total revenues $ 1,226,265 $ 327,369 $ 7,903 $ 1,561,537

Remaining Performance Obligations and Revenue Recognized from Past Performance Obligations

As of March 31, 2022 and 2021, the aggregate amount of the transaction price allocated to the performance obligations relating to workflow technology and analytics revenues that are unsatisfied (or partially unsatisfied) was not material.

As of June 30, 2022 and 2021, the aggregate amount of the transaction price allocated to the performance obligations relating to workflow technology and analytics revenues that are unsatisfied (or partially unsatisfied) was not material.

Contract Assets and Contract Liabilities

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The Company records a contract liability when payment is received prior to the time at which the satisfaction of the service obligation occurs.

Receivables related to revenues from contracts with customers amounted to $ 56.8 million and $ 51.5 million as of March 31, 2022 and December 31, 2021, respectively.

Receivables related to revenues from contracts with customers amounted to $ 58.7 million and $ 51.5 million as of June 30, 2022 and December 31, 2021, respectively.

The Company did not identify any contract assets.

There were no impairment losses on receivables as of March 31, 2022.

There were no impairment losses on receivables as of June 30, 2022.

Deferred revenue primarily relates to deferred commissions allocated to analytics products and subscription fees billed in advance of satisfying the performance obligations.

Deferred revenue related to contracts with customers was $ 11.0 million and $ 9.2 million as of March 31, 2022 and December 31, 2021, respectively.

The Company recognized revenue of $ 7.5 million and $ 7.9 million during the three months ended March 31, 2022 and 2021, that had been recorded as deferred revenue in the respective prior year.

Deferred revenue related to contracts with customers was $ 11.5 million and $ 9.2 million as of June 30, 2022 and December 31, 2021, respectively.

The Company recognized the full amount of revenue during the six months ended June 30, 2022 and 2021, that had been recorded as deferred revenue in the respective prior year.

The Company has not identified any costs to obtain or fulfill its contracts under ASC 606.

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taxation as partnerships.

Accordingly, for the three months ended March 31, 2022 and 2021, the income attributable to these noncontrolling interests was reported in the Condensed Consolidated Statements of Comprehensive Income, but the related U.S.

Accordingly, for the three and six months ended June 30, 2022 and 2021, the income attributable to these noncontrolling interests was reported in the Condensed Consolidated Statements of Comprehensive Income, but the related U.S.

income tax expense attributable to these noncontrolling interests was not reported by the Company as it is the obligation of the individual partners.

The Company’s provisions for income taxes and effective tax rates were $ 41.8 million, 17.3 %, and $ 80.6 million, 16.4 % for the three months ended March 31, 2022 and 2021, respectively.

The Company’s non-U.S.

subsidiaries are subject to foreign income taxes in the jurisdictions in which they operate.

The Company’s provisions for income taxes and effective tax rates were $ 24.9 million, 14.3 %, and $ 26.1 million, 19.3 % for the three months ended June 30, 2022 and 2021, respectively and $ 66.7 million, 16.0 % and $ 106.7 million, 17.1 % for the for the six months ended June 30, 2022 and 2021, respectively.

Income tax expense is also affected by the differing effective tax rates in foreign, state and local jurisdictions where certain of the Company’s subsidiaries are subject to corporate taxation.

Included in Other assets on the Condensed Consolidated Statements of Financial Condition at March 31, 2022 and December 31, 2021 are current income tax receivables of $ 12.7 million and $ 37.2 million, respectively.

The balances at March 31, 2022 and December 31, 2021 primarily comprised income tax benefits due to the Company from federal, state, local, and foreign tax jurisdictions based on income before taxes.

Included in Accounts payable, accrued expenses and other liabilities on the Condensed Consolidated Statements of Financial Condition at March 31, 2022 and December 31, 2021 are current tax liabilities of $ 14.4 million and $ 16.8 million, respectively.

The balances at March 31, 2022 and December 31, 2021 primarily comprise income taxes owed to federal, state and local, and foreign tax jurisdictions based on income before taxes.

Included in Other assets on the Condensed Consolidated Statements of Financial Condition at June 30, 2022 and December 31, 2021 are current income tax receivables of $ 61.1 million and $ 37.2 million, respectively.

The balances at June 30, 2022 and December 31, 2021 primarily comprised income tax benefits due to the Company from federal, state, local, and foreign tax jurisdictions based on income before taxes.

Included in Accounts payable, accrued expenses and other liabilities on the Condensed Consolidated Statements of Financial Condition at June 30, 2022 and December 31, 2021 are current tax liabilities of $ 15.8 million and $ 16.8 million, respectively.

The balances at June 30, 2022 and December 31, 2021 primarily comprise income taxes owed to federal, state and local, and foreign tax jurisdictions based on income before taxes.

Deferred income taxes arise primarily due to the amortization of the deferred tax assets recognized in connection with the IPO (see Note 4 "Tax Receivable Agreements"), the Acquisition of KCG and the ITG Acquisition, differences in the valuation of financial assets and liabilities, and other temporary differences arising from the deductibility of compensation, depreciation, and other expenses in different time periods for book and income tax return purposes.

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Accordingly, the need to establish valuation allowances for deferred tax assets is assessed periodically with appropriate consideration given to all positive and negative evidence related to the realization of the deferred tax assets.

At March 31, 2022 and December 31, 2021, the Company did not have any U.S.

At June 30, 2022 and December 31, 2021, the Company did not have any U.S.

federal net operating loss carryforwards and therefore the Company did not record a deferred tax asset related to federal net operating loss carryforwards.

At March 31, 2022 and December 31, 2021, the Company recorded deferred income taxes related to state and local net operating losses of $ 0.4 million.

At June 30, 2022 and December 31, 2021, the Company recorded deferred income taxes related to state and local net operating losses of $ 0.4 million.

These net operating losses will begin to expire in 2039.

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As a result of the ITG Acquisition, the Company had non-U.S.

net operating losses at March 31, 2022 and December 31, 2021 of $ 67.2 million and $ 67.2 million, respectively, and recorded a related deferred tax asset of $ 13.3 million and $ 13.4 million, respectively.

A valuation allowance of $ 13.3 million was recorded against this deferred tax asset both at March 31, 2022 and December 31, 2021, as it is more likely than not that a substantial portion of this deferred tax asset will not be realized.

net operating losses at June 30, 2022 and December 31, 2021 of $ 66.5 million and $ 67.2 million, respectively, and recorded a related deferred tax asset of $ 12.9 million and $ 13.4 million, respectively.

A valuation allowance of $ 12.9 million and $ 13.3 million was recorded against this deferred tax asset at June 30, 2022 and December 31, 2021, respectively as it is more likely than not that a substantial portion of this deferred tax asset will not be realized.

As a result of the Acquisition of KCG, the Company had non-U.S.

net operating losses at March 31, 2022 and December 31, 2021 of $ 239.3 million, and recorded a related deferred tax asset of $ 44.9 million in both years.

A full valuation allowance was also recorded against this deferred tax asset at March 31, 2022 and December 31, 2021 as it is more likely than not that this deferred tax asset will not be realized.

No valuation allowance against the remaining deferred taxes was recorded as of March 31, 2022 and December 31, 2021 because it is more likely than not that these deferred tax assets will be fully realized.

net operating losses at June 30, 2022 and December 31, 2021 of $ 239.3 million, and recorded a related deferred tax asset of $ 44.9 million in both years.

A full valuation allowance was also recorded against this deferred tax asset at both June 30, 2022 and December 31, 2021 as it is more likely than not that this deferred tax asset will not be realized.

No valuation allowance against the remaining deferred taxes was recorded as of June 30, 2022 and December 31, 2021 because it is more likely than not that these deferred tax assets will be fully realized.

The Company is subject to taxation in U.S.

federal, state, local and foreign jurisdictions.

As of March 31, 2022, the Company’s tax years for 2015 through 2019 and 2016 through 2019 were subject to examination by U.S.

As of June 30, 2022, the Company’s tax years for 2015 through 2020 and 2016 through 2020 were subject to examination by U.S.

tax authorities, respectively.

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Penalties, if any, are recorded in Operations and administrative expense and interest received or paid is recorded in Other, net or Operations and administrative expense in the Condensed Consolidated Statements of Comprehensive Income, respectively.

The Company had $ 6.3 million of unrecognized tax benefits as of March 31, 2022, all of which would affect the Company’s effective tax rate if recognized.

The Company has determined that there are no uncertain tax positions that would have a material impact on the Company’s financial position as of March 31, 2022.

The Company had $ 6.4 million of unrecognized tax benefits as of June 30, 2022, all of which would affect the Company’s effective tax rate if recognized.

The Company has determined that there are no uncertain tax positions that would have a material impact on the Company’s financial position as of June 30, 2022.

Commitments, Contingencies and Guarantees

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On December 31, 2021, plaintiffs filed an amended complaint, after which, on January 21, 2022, Robinhood and the market-maker defendants moved to transfer the case to the Northern District of California, or in the alternative, to dismiss the amended complaint.

The motion for transfer was granted on July 1, 2022.

The Company believes that the claims are without merit and is defending itself vigorously.

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The Company's maximum exposure under these arrangements is currently unknown, as any such exposure could relate to claims not yet brought or events which have not yet occurred.

For example, in November 2013, KCG sold Urban Financial of America, LLC (“Urban”), the reverse mortgage origination and securitization business previously owned by Knight Capital Group, Inc., to an investor group now known as Finance of America Reverse, LLC (“FAR”).

For example, in November 2013, KCG sold Urban Financial of America, LLC (“Urban”), the reverse mortgage origination and securitization business previously

owned by Knight Capital Group, Inc., to an investor group now known as Finance of America Reverse, LLC (“FAR”).

Pursuant to the terms of the Stock Purchase Agreement between KCG and FAR, Virtu has certain continuing obligations related to KCG's prior ownership of Urban.

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Lease assets and liabilities are summarized as follows:

(in thousands) Financial Statement Location March 31, 2022 December 31, 2021

(in thousands) Financial Statement Location June 30, 2022 December 31, 2021

Operating leases

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Weighted average remaining lease term and discount rate are as follows:

March 31, 2022 December 31, 2021

June 30, 2022 December 31, 2021

Weighted average remaining lease term

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The components of lease expense are as follows:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

(in thousands) 2022 2021 2022 2021

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Total Finance lease cost $ 2,082 $ 1,490 $ 4,068 $ 3,697

Future minimum lease payments under operating and finance leases with non-cancelable lease terms, as of March 31, 2022, are as follows:

Future minimum lease payments under operating and finance leases with non-cancelable lease terms, as of June 30, 2022, are as follows:

(in thousands) Operating Leases Finance Leases

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as reported within the Condensed Consolidated Statements of Financial Condition to the sum of the same such amounts shown in the Condensed Consolidated Statements of Cash Flows.

(in thousands) March 31, 2022 December 31, 2021

(in thousands) June 30, 2022 December 31, 2021

Cash and cash equivalents $ 810,649 $ 1,071,463

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The Founder Member controls approximately 84.6 % of the combined voting power of our common stock as a result of its ownership of our Class A, Class C and Class D Common Stock.

The Company holds approximately a 61.4 % interest in Virtu Financial at March 31, 2022.

The Company holds approximately a 61.0 % interest in Virtu Financial at June 30, 2022.

During the period prior to certain reorganization transactions and IPO, Class A-2 profits interests and Class B interests in Virtu Financial were issued to Employee Holdco (as defined below) on behalf of certain key employees and stakeholders.

In connection with these reorganization transactions, all Class A-2 profits interests and Class B interests were reclassified into Virtu Financial Units.

As of March 31, 2022 and December 31, 2021, there were 4,485,929 and 4,791,839 Virtu Financial Units outstanding held by Employee Holdco (as defined below), respectively, and 305,910 and 91,757 of such Virtu Financial Units and corresponding Class C Common Stock were exchanged into Class A Common Stock, forfeited or repurchased during the three months ended March 31, 2022 and 2021 respectively.

As of June 30, 2022 and December 31, 2021, there were 4,462,840 and 4,791,839 Virtu Financial Units outstanding held by Employee Holdco (as defined below), respectively, and 328,999 and 427,903 of such Virtu Financial Units and corresponding Class C Common Stock were exchanged into Class A Common Stock, forfeited or repurchased during the six months ended June 30, 2022 and 2021 respectively.

Amended and Restated 2015 Management Incentive Plan

The Company’s Board of Directors and stockholders adopted the 2015 Management Incentive Plan, which became effective upon consummation of the IPO, and was subsequently amended and restated following receipt of approval from the Company’s stockholders on June 30, 2017 and June 5, 2020.

The Amended and Restated 2015 Management Incentive Plan provides for the grant of stock options, restricted stock units, and other awards based on an aggregate of 26,000,000 shares of Class A Common Stock, subject to additional sublimits, including limits on the total option grant to any one participant in a single year and the total performance award to any one participant in a single year.

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On November 6, 2020, the Company's Board of Directors authorized a new share repurchase program of up to $ 100.0 million in Class A common stock and Virtu Financial Units by December 31, 2021.

On February 11, 2021, the

Company's Board of Directors authorized the expansion of the program by an additional $ 70 million in Class A Common Stock and Virtu Financial Units.

On February 11, 2021, the Company's Board of Directors authorized the expansion of the program by an additional $ 70 million in Class A Common Stock and Virtu Financial Units.

On May 4, 2021, the Company's Board of Directors authorized the expansion of the Company's share repurchase program, increasing the total authorized amount by $ 300 million to $ 470 million in Class A Common Stock and Virtu Financial Units and extending the duration of the program through May 4, 2022.

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The timing and amount of repurchase transactions are determined by the Company's management based on its evaluation of market conditions, share price, cash sources, legal requirements and other factors.

From the inception of the program through March 31, 2022, the Company repurchased approximately 25.1 million shares of Class A Common Stock and Virtu Financial Units for approximately $ 726.3 million.

As of March 31, 2022, the Company has approximately $ 493.7 million remaining capacity for future purchases of shares of Class A Common Stock and Virtu Financial Units under the program.

From the inception of the program through June 30, 2022, the Company repurchased approximately 26.8 million shares of Class A Common Stock and Virtu Financial Units for approximately $ 773.8 million.

As of June 30, 2022, the Company has approximately $ 446.2 million remaining capacity for future purchases of shares of Class A Common Stock and Virtu Financial Units under the program.

Employee Exchanges

During the three months ended March 31, 2022, and 2021, pursuant to the exchange agreement by and among the Company, Virtu Financial and holders of Virtu Financial Units, certain current and former employees elected to exchange 71,641 , and 91,757 units, respectively in Virtu Financial held directly or on their behalf by Virtu Employee Holdco LLC (“Employee Holdco”) on a one -for-one basis for shares of Class A Common Stock.

During the six months ended June 30, 2022, and 2021, pursuant to the exchange agreement by and among the Company, Virtu Financial and holders of Virtu Financial Units, certain current and former employees elected to exchange 92,930 , and 382,281 units, respectively in Virtu Financial held directly or on their behalf by Virtu Employee Holdco LLC (“Employee Holdco”) on a one -for-one basis for shares of Class A Common Stock.

Warrant Issuance

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Accumulated Other Comprehensive Income

The following table presents the changes in Other Comprehensive Income for the three months ended March 31, 2022, and 2021:

Three Months Ended March 31, 2022

The following table presents the changes in Other Comprehensive Income for the three and six months ended June 30, 2022, and 2021:

Three Months Ended June 30, 2022

(in thousands) AOCI Beginning Balance Amounts recorded

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Total $ 16,019 $ ( 4,382 ) $ 2,189 $ 13,826

(1) Amounts reclassified from AOCI to income are included within Financing interest expense on long-term borrowings on the Condensed Consolidated Statements of Comprehensive Income.

As of June 30, 2022, the Company expects approximately $ 9.0 million to be reclassified from AOCI into earnings over the next 12 months.

The timing of the reclassification is based on the interest payment schedule of the long-term borrowings.

Three Months Ended June 30, 2021

(in thousands) AOCI Beginning Balance Amounts recorded

in AOCI Amounts reclassified from AOCI to income AOCI Ending Balance

Net change in unrealized cash flow hedges gains (losses) (1) $ ( 20,837 ) $ ( 7,872 ) $ 3,757 $ ( 24,952 )

Foreign exchange translation adjustment 5,792 43 — 5,835

Total $ ( 15,045 ) $ ( 7,829 ) $ 3,757 $ ( 19,117 )

(1) Amounts reclassified from AOCI to income are included within Financing interest expense on long-term borrowings on the Consolidated Statements of Comprehensive Income.

As of March 31, 2022, the Company expects approximately $ 12.0 million to be reclassified from AOCI into earnings over the next 12 months.

Six Months Ended June 30, 2022

(in thousands) AOCI Beginning Balance Amounts recorded

in AOCI Amounts reclassified from AOCI to income AOCI Ending Balance

Net change in unrealized cash flow hedges gains (losses) (1) $ ( 10,481 ) $ 32,797 $ 5,170 $ 27,486

Foreign exchange translation adjustment 285 ( 13,945 ) — ( 13,660 )

Total $ ( 10,196 ) $ 18,852 $ 5,170 $ 13,826

(1) Amounts reclassified from AOCI to income are included within Financing interest expense on long-term borrowings on the Consolidated Statements of Comprehensive Income.

As of June 30, 2022, the Company expects approximately $ 9.0 million to be reclassified from AOCI into earnings over the next 12 months.

The timing of the reclassification is based on the interest payment schedule of the long-term borrowings.

Three Months Ended March 31, 2021

Six Months Ended June 30, 2021

(in thousands) AOCI Beginning Balance Amounts recorded

6 unchanged sentences

Pursuant to the Amended and Restated 2015 Management Incentive Plan as described in Note 17 "Capital Structure", and in connection with the IPO, non-qualified stock options to purchase shares of Class A Common Stock were granted, each of which vests in equal annual installments over a period of four years from grant date and expires not later than 10 years from the date of grant.

The following table summarizes activity related to stock options for the three months ended March 31, 2022, and 2021:

The following table summarizes activity related to stock options for the six months ended June 30, 2022, and 2021:

Options Outstanding Options Exercisable

4 unchanged sentences

Forfeited or expired — — — — —

At March 31, 2021 2,169,780 $ 19.00 4.24 2,169,780 $ 19.00

At June 30, 2021 1,916,155 $ 19.00 3.74 1,916,155 $ 19.00

At December 31, 2021 1,795,655 $ 19.00 3.24 1,795,655 $ 19.00

2 unchanged sentences

Forfeited or expired ( 5,000 ) — — ( 5,000 ) —

At March 31, 2022 1,543,776 $ 19.00 2.99 1,543,776 $ 19.00

At June 30, 2022 1,521,776 $ 19.00 2.74 1,521,776 $ 19.00

The expected life was determined based on an average of vesting and contractual period.

14 unchanged sentences

Performance targets are based on the Company's adjusted EBITDA for certain future periods.

For the three months ended March 31, 2022, and 2021, respectively, there were 580,710 , and 633,938 shares of immediately vested Class A Common Stock granted as part of year-end compensation.

In addition, the Company accrued compensation expense of $ 6.0 million, and $ 5.0 million for the three months ended March 31, 2022, and 2021, respectively, related to immediately vested Class A Common Stock expected to be awarded as part of year-end incentive compensation, which was included in Employee compensation and payroll taxes on the Condensed Consolidated Statements of Comprehensive Income and Accounts payable, accrued expenses and other liabilities on the Condensed Consolidated Statements of Financial Condition.

The following table summarizes activity related to RSUs (including the Assumed Awards) and RSAs for the three months ended March 31, 2022, and 2021:

For the six months ended June 30, 2022, and 2021, respectively, there were 580,710 , and 633,938 shares of immediately vested Class A Common Stock granted as part of year-end compensation.

In addition, the Company accrued compensation expense of $ 9.6 million and $ 6.5 million for the three months ended June 30, 2022, and 2021, respectively, and $ 15.5 million, and $ 11.5 million for the six months ended June 30, 2022, and 2021, respectively, related to immediately vested Class A Common Stock expected to be awarded as part of year-end incentive compensation, which was included in Employee compensation and payroll taxes on the Condensed Consolidated Statements of Comprehensive Income and Accounts payable, accrued expenses and other liabilities on the Condensed Consolidated Statements of Financial Condition.

The following table summarizes activity related to RSUs (including the Assumed Awards) and RSAs for the six months ended June 30, 2022, and 2021:

Number of RSUs and RSAs Weighted

4 unchanged sentences

Vested ( 1,929,323 ) 23.27

At March 31, 2021 3,515,007 $ 23.89

At June 30, 2021 3,458,496 $ 23.89

At December 31, 2021 3,224,447 $ 24.30

2 unchanged sentences

Vested ( 1,669,030 ) 25.07

At March 31, 2022 3,818,931 $ 27.60

At June 30, 2022 4,185,060 $ 27.94

(1) Excluded in the number of RSUs and RSAs are 75,000 participating RSAs where the grant date has not been achieved because the performance conditions have not been met.

The Company recognized $ 8.6 million, and $ 7.8 million for the three months ended March 31, 2022, and 2021, respectively, of compensation expense in relation to RSUs.

As of March 31, 2022 and December 31, 2021, total unrecognized share-based compensation expense related to unvested RSUs was $ 79.8 million and $ 41.9 million, respectively, and this amount is to be recognized over a weighted average period of 1.5 years and 0.9 years, respectively.

The Company recognized $ 9.5 million and $ 6.1 million for the three months ended June 30, 2022, and 2021, respectively, and $ 18.1 million, and $ 13.9 million for the six months ended June 30, 2022, and 2021, respectively, of compensation expense in relation to RSUs.

As of June 30, 2022 and December 31, 2021, total unrecognized share-based compensation expense related to unvested RSUs was $ 79.5 million and $ 41.9 million, respectively, and this amount is to be recognized over a weighted average period of 1.5 years and 0.9 years, respectively.

Awards in which the specific performance conditions have not been met are not included in unrecognized share-based compensation expense.

3 unchanged sentences

Deferrals of cash compensation may also be directed to notional investments in certain of the employee investment opportunities.

The Company recognized $ 5.6 million as compensation cost under the DCP as of March 31, 2022.

The Company recognized $ 7.3 million as compensation cost under the DCP as of June 30, 2022.

Regulatory Requirement

1 unchanged sentence

broker-dealer subsidiary, VAL, is subject to the SEC Uniform Net Capital Rule 15c3-1, which requires the maintenance of minimum net capital as detailed in the table below.

Pursuant to New York Stock Exchange ("NYSE") rules, VAL was also required to maintain $ 1.0 million of capital in connection with the operation of its designated market maker (“DMM”) business as of March 31, 2022.

The required amount is determined under the exchange rules as the greater of (i) $ 1 million or (ii) $ 75,000 for every 0.1 % of NYSE transaction dollar volume in each of the securities for which the Company is registered as the DMM.

VAL's regulatory capital and regulatory capital requirements as of March 31, 2022 was as follows:

VAL's regulatory capital and regulatory capital requirements as of June 30, 2022 was as follows:

(in thousands) Regulatory Capital Regulatory Capital Requirement Excess Regulatory Capital

Virtu Americas LLC $ 523,360 $ 2,393 $ 520,967

As of March 31, 2022, VAL had $ 41.3 million of cash in special reserve bank accounts for the benefit of customers pursuant to SEC Rule 15c3-3, Computation for Determination of Reserve Requirements, and $ 5.8 million of cash in reserve bank accounts for the benefit of proprietary accounts of brokers.

As of June 30, 2022, VAL had $ 32.6 million of cash in special reserve bank accounts for the benefit of customers pursuant to SEC Rule 15c3-3, Computation for Determination of Reserve Requirements, and $ 5.8 million of cash in reserve bank accounts for the benefit of proprietary accounts of brokers.

The balances are included within Cash restricted or segregated under regulations and other on the Condensed Consolidated Statements of Financial Condition.

5 unchanged sentences

The Company’s foreign subsidiaries are subject to regulatory capital requirements set by local regulatory bodies, including the Investment Industry Regulatory Organization of Canada (“IIROC”), the Central Bank of Ireland ("CBI"), the Financial Conduct Authority ("FCA") in the United Kingdom, the Australian Securities and Investments Commission ("ASIC"), the Securities and Futures Commission in Hong Kong ("SFC"), and the Monetary Authority of Singapore ("MAS").

The regulatory net capital balances and regulatory capital requirements applicable to the Company's foreign subsidiaries as of March 31, 2022 were as follows:

The regulatory net capital balances and regulatory capital requirements applicable to the Company's foreign subsidiaries as of June 30, 2022 were as follows:

(in thousands) Regulatory Capital Regulatory Capital Requirement Excess Regulatory Capital

8 unchanged sentences

Virtu ITG Singapore Pte Limited 916 72 844

Virtu Financial Singapore Pte.

135,281 62,129 73,152

(1) Preliminary

As of March 31, 2022, Virtu ITG Europe Limited and Virtu ITG Canada Corp had $ 0.1 million and $ 0.4 million, respectively, of segregated funds on deposit for trade clearing and settlement activity, and Virtu ITG Hong Kong Ltd.

As of June 30, 2022, Virtu ITG Europe Limited and Virtu ITG Canada Corp had $ 0.2 million and $ 0.4 million, respectively, of segregated funds on deposit for trade clearing and settlement activity, and Virtu ITG Hong Kong Ltd.

had $ 30 thousand of segregated balances under a collateral account control agreement for the benefit of certain customers.

18 unchanged sentences

The revenues are attributed to countries based on the locations of the subsidiaries.

The following table presents total revenues by geographic area for the three months ended March 31, 2022, and 2021 :

Three Months Ended March 31,

The following table presents total revenues by geographic area for the three and six months ended June 30, 2022, and 2021 :

Three Months Ended June 30, Six Months Ended June 30,

(in thousands) 2022 2021 2022 2021

4 unchanged sentences

Australia 7,347 9,218 16,268 21,885

United Kingdom ( 1 ) 1,184

Others 1,018 1,695 2,478 4,300

7 unchanged sentences

The Company is an active participant on all major global equity and futures exchanges and also trades on substantially all domestic electronic options exchanges.

complement to electronic market making, the cash trading business handles specialized orders and also transacts on the OTC Link ATS operated by OTC Markets Group Inc.

As a complement to electronic market making, the cash trading business handles specialized orders and also transacts on the OTC Link ATS operated by OTC Markets Group Inc.

The Execution Services segment comprises client-based trading and trading venues, offering execution services in global equities, options, futures and fixed income on behalf of institutions, banks and broker-dealers.

10 unchanged sentences

Segment assets and liabilities are not used for evaluating segment performance or in deciding how to allocate resources to segments.

The Company’s total revenues and income before income taxes and noncontrolling interest (“Pre-tax earnings”) by segment for the three months ended March 31, 2022 and 2021 and are summarized in the following table:

The Company's Pre-tax earnings by segment for the three months ended March 31, 2022, and 2021 are summarized in the following table:

The Company’s total revenues and income before income taxes and noncontrolling interest (“Pre-tax earnings”) by segment for the three months ended June 30, 2022 and 2021 and are summarized in the following table:

(in thousands) Market

Making Execution

Services Corporate Consolidated

Total revenue $ 432,595 $ 130,997 $ 41,146 $ 604,738

Income before income taxes and noncontrolling interest 125,446 7,887 40,451 173,784

Total revenue 402,541 138,130 8,294 548,965

Income (loss) before income taxes and noncontrolling interest 124,571 4,058 6,373 135,002

The Company's Pre-tax earnings by segment for the six months ended June 30, 2022, and 2021 are summarized in the following table:

(in thousands) Market Making Execution Services Corporate Consolidated Total

5 unchanged sentences

The Company incurs expenses and maintains balances with its affiliates in the ordinary course of business.

As of March 31, 2022, and December 31, 2021 the Company had net payables to its affiliates of $ 4.2 million and net receivables from its affiliates of $ 2.2 million, respectively.

As of June 30, 2022, and December 31, 2021 the Company had net receivables from its affiliates of $ 7.5 million and $ 2.2 million, respectively.

The Company has held a minority interest in JNX since 2016 (see Note 9 "Financial Assets and Liabilities").

The Company pays exchange fees to JNX for the trading activities conducted on its proprietary trading system.

The Company paid $ 3.8 million and $ 2.9 million for the three months ended March 31, 2022 and 2021, respectively, to JNX for these trading activities.

The Company makes payments to two JVs (see Note 11 "Variable Interest Entities") to fund the construction of the microwave communication networks, and to purchase microwave communication networks, which are recorded within Communications and data processing on the Condensed Consolidated Statements of Comprehensive Income.

The Company made payments of $ 5.5 million and $ 4.7 million for the three months ended March 31, 2022 and 2021, respectively, to these JVs.

The Company paid $ 3.7 million and $ 3.4 million for the three months ended June 30, 2022 and 2021, respectively, $ 7.5 million and $ 6.3 million for the six months ended June 30, 2022 and 2021, respectively, to JNX for these trading activities.

The Company pays monthly use fees to two JVs in which it holds interests (see Note 11 "Variable Interest Entities").

These monthly fees are for the use of microwave communication networks operated by each of these JVs and are recorded within Communications and data processing on the Condensed Consolidated Statements of Comprehensive Income.

The Company made payments to these JVs of $ 5.5 million and $ 4.7 million for the three months ended June 30, 2022 and 2021, respectively, and $ 10.9 million and $ 9.3 million for the six months ended June 30, 2022 and 2021, respectively.

The Company purchases network connections services from affiliates of Level 3 Communications (“Level 3”).

Temasek and its affiliates have a significant ownership interest in Level 3.

The Company paid $ 0.2 million and $ 0.5 million for the three months ended March 31, 2022 and 2021, respectively, to Level 3 for these services.

The Company made payments to Level 3 for these services of $ 0.2 million and $ 0.3 million for the three months ended June 30, 2022 and 2021, respectively, and $ 0.5 million and $ 0.7 million for the six months ended June 30, 2022 and 2021, respectively.

The Company makes commission-sharing arrangement ("CSA") payments to affiliates of DBS Group Holdings ("DBS").

Temasek and its affiliates have a significant ownership interest in DBS.

Payments made for the three months ended March 31, 2022 and 2021 were immaterial.

Payments made for the three and six months ended June 30, 2022 and 2021 were immaterial.

The Company has an interest in Members Exchange, a member-owned equities exchange.

The Company pays regulatory and transaction fees and receives rebates from trading activities.

The Company received rebates of $ 6.7 million and $ 3.6 million for the three months ended March 31, 2022 and 2021.

The Company received rebates of $ 6.2 million and made payments of $ 0.1 million for the three months ended June 30, 2022 and 2021, respectively, and received rebates of $ 12.8 million and $ 0.7 million for the six months ended June 30, 2022 and 2021, respectively.

In the second quarter of 2022, the Company formed a JV to support the growth and expansion of a multi-asset request-for-quote communication platform.

The Company consolidates this JV, and recorded noncontrolling interest of $ 39.2 million in the condensed consolidated statement of changes in equity as of June 30, 2022.

Refer to Note 11 "Variable Interest Entities" for further details.

Subsequent Events

The Company has evaluated subsequent events for adjustment to or disclosure in its condensed consolidated financial statements through the date of this report, and has not identified any recordable or disclosable events, not otherwise reported in these condensed consolidated financial statements or the notes thereto, except for the following:

On April 22, 2022, the Company’s Board of Directors adopted an amendment to the Company’s Amended and Restated 2015 Management Incentive Plan in order to increase the number of shares of the Company’s Class A Common Stock reserved for issuance, and in respect of which awards may be granted under the Amended and Restated 2015 Plan from

21,000,000 shares of Class A Common Stock to an aggregate of 26,000,000 shares of Class A Common Stock, and the amendment is subject to the approval of the Company’s shareholders at the Company's annual meeting of stockholders on June 2, 2022.

On April 28, 2022, the Company’s Board of Directors declared a dividend of $ 0.24 per share of Class A Common Stock and Class B Common Stock and per participating Restricted Stock Unit and Restricted Stock Award that will be paid on June 15, 2022 to holders of record as of June 1, 2022.

On May 2, 2022, the Company sold its strategic minority investment in Eris Digital Holdings, LLC ("ErisX"), an operator of a U.S.

based digital asset spot market, a regulated futures exchange and a regulated clearinghouse to Cboe Global Markets, Inc.

("CBOE") in connection with CBOE's acquisition of ErisX.

On July 27, 2022, the Company’s Board of Directors declared a dividend of $ 0.24 per share of Class A Common Stock and Class B Common Stock and per participating Restricted Stock Unit and Restricted Stock Award that will be paid on September 15, 2022 to holders of record as of September 1, 2022.

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-Q

Item 1. Financial Statements