intl-20230630

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________

FORM 10-Q

____________________

(Mark One)


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

For the Quarterly Period Ended June 30, 2023


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

For the Transition Period From to

Commission File Number 000-23554

StoneX Group Inc.

(Exact name of registrant as specified in its charter)


Delaware						59-2921318
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

230 Park Ave, 10th Floor

New York, NY 10169

(Address of principal executive offices) (Zip Code)

(212) 485-3500

(Registrant’s telephone number, including area code)

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

Title of Each Class

Trading Symbol

Name of each exchange on which registered

Common Stock, $0.01 par value

SNEX

The Nasdaq Stock Market LLC

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

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

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

Large accelerated filer

Accelerated filer

☐

Non-accelerated filer

Smaller reporting company

☐

Emerging growth company

☐

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

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

As of August 1, 2023, there were 20,794,764 shares of the registrant’s common stock outstanding.

Table of Contents

StoneX Group Inc.

Quarterly Report on Form 10-Q for the Quarterly Period Ended June 30, 2023

Table of Contents


		Page
Part I. FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited)

	Condensed Consolidated Balance Sheets	1

	Condensed Consolidated Income Statements	2

	Condensed Consolidated Statements of Comprehensive Income	3

	Condensed Consolidated Statements of Cash Flows	4

	Condensed Consolidated Statements of Stockholders’ Equity	6

	Notes to Condensed Consolidated Financial Statements	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	32

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	61

Item 4.	Controls and Procedures	63

Part II. OTHER INFORMATION

Item 1.	Legal Proceedings	63

Item 1A.	Risk Factors	64

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	65

Item 5.	Other Information	65

Item 6.	Exhibits	66

Signatures		66

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

StoneX Group Inc.

Condensed Consolidated Balance Sheets

(Unaudited)


(in millions, except par value and share amounts)	June 30, 2023		September 30, 2022
ASSETS
Cash and cash equivalents	$	1,401.3	$	1,108.5
Cash, securities and other assets segregated under federal and other regulations (including $4.8 million and $805.7 million at fair value at June 30, 2023 and September 30, 2022, respectively)	2,492.4		3,267.2
Collateralized transactions:
Securities purchased under agreements to resell	2,642.0		1,672.0
Securities borrowed	1,094.3		1,209.8


Deposits with and receivables from broker-dealers, clearing organizations and counterparties, net (including $3,641.6 million and $2,817.2 million at fair value at June 30, 2023 and September 30, 2022, respectively)	7,297.7		6,842.6
Receivable from clients, net (including $(0.1) million and $(0.5) million at fair value at June 30, 2023 and September 30, 2022, respectively)	698.9		566.2
Notes receivable, net	5.3		5.1
Income taxes receivable	24.9		16.8
Financial instruments owned, at fair value (includes securities pledged as collateral that can be sold or repledged of $1,417.7 million and $2,372.3 million at June 30, 2023 and September 30, 2022, respectively)	5,305.3		4,167.3
Physical commodities inventory, net (including $275.2 million and $359.8 million at fair value at June 30, 2023 and September 30, 2022, respectively)	444.7		513.5
Deferred income taxes, net	32.9		52.0
Property and equipment, net	118.2		112.9
Operating right of use assets	122.3		121.8
Goodwill and intangible assets, net	85.2		86.2
Other assets	167.7		117.7
Total assets	$	21,933.1	$	19,859.6
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Accounts payable and other accrued liabilities (including $1.4 million and $0 at fair value at June 30, 2023 and September 30, 2022, respectively)	$	476.1	$	400.6
Operating lease liabilities	150.9		143.0
Payables to:
Clients (including $(296.5) million and $(1,392.4) million at fair value at June 30, 2023 and September 30, 2022, respectively)	9,723.9		9,891.0
Broker-dealers, clearing organizations and counterparties (including $3.2 million and $55.8 million at fair value at June 30, 2023 and September 30, 2022, respectively)	633.6		659.8
Lenders under loans	422.6		485.1
Senior secured borrowings, net	341.3		339.1
Income taxes payable	35.8		16.2
Collateralized transactions:
Securities sold under agreements to repurchase	5,029.5		3,195.6
Securities loaned	1,093.3		1,189.5
Financial instruments sold, not yet purchased, at fair value	2,696.2		2,469.6

Total liabilities	20,603.2		18,789.5
Commitments and contingencies (Note 11)
Stockholders' equity:

Preferred stock, $0.01 par value. Authorized 1,000,000 shares; no shares issued or outstanding	—		—
Common stock, $0.01 par value. Authorized 30,000,000 shares; 23,356,948 issued and 20,749,625 outstanding at June 30, 2023 and 22,911,227 issued and 20,303,904 outstanding at September 30, 2022	0.2		0.2
Common stock in treasury, at cost. 2,607,323 shares at June 30, 2023 and September 30, 2022	(69.3)		(69.3)
Additional paid-in-capital	365.1		340.2
Retained earnings	1,077.4		889.6
Accumulated other comprehensive loss, net	(43.5)		(90.6)


Total equity	1,329.9		1,070.1
Total liabilities and stockholders' equity	$	21,933.1	$	19,859.6

See accompanying notes to the condensed consolidated financial statements.

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StoneX Group Inc.

Condensed Consolidated Income Statements

(Unaudited)


	Three Months Ended June 30,				Nine Months Ended June 30,
(in millions, except share and per share amounts)	2023		2022		2023		2022
Revenues:
Sales of physical commodities	$	14,319.2	$	18,431.0	$	42,228.8	$	48,214.1
Principal gains, net	300.0		295.2		810.8		869.8
Commission and clearing fees	126.8		126.9		375.5		381.6
Consulting, management, and account fees	39.2		27.7		119.7		77.2
Interest income	262.7		50.1		685.7		112.3
Total revenues	15,047.9		18,930.9		44,220.5		49,655.0
Cost of sales of physical commodities	14,271.0		18,402.1		42,084.4		48,131.0
Operating revenues	776.9		528.8		2,136.1		1,524.0
Transaction-based clearing expenses	66.7		74.7		203.2		222.1
Introducing broker commissions	43.4		41.2		122.4		122.7
Interest expense	216.0		28.1		549.0		57.9
Interest expense on corporate funding	14.9		10.7		44.2		33.1
Net operating revenues	435.9		374.1		1,217.3		1,088.2
Compensation and other expenses:
Compensation and benefits	226.6		202.2		658.1		584.3
Trading systems and market information	19.4		16.0		54.9		49.0
Professional fees	13.9		13.2		41.1		38.9
Non-trading technology and support	13.7		12.9		44.7		38.7
Occupancy and equipment rental	10.0		9.2		29.5		26.7
Selling and marketing	13.7		16.0		40.8		41.3
Travel and business development	6.2		4.9		17.7		10.8
Communications	2.4		2.0		6.7		6.0
Depreciation and amortization	13.8		11.7		39.6		32.1
Bad debts, net of recoveries	6.3		(0.7)		10.0		11.4
Other	15.4		15.8		50.1		44.6
Total compensation and other expenses	341.4		303.2		993.2		883.8
Gain on acquisition and other gain	—		—		23.5		6.4
Income before tax	94.5		70.9		247.6		210.8
Income tax expense	25.0		21.8		59.8		56.0
Net income	$	69.5	$	49.1	$	187.8	$	154.8
Earnings per share:
Basic	$	3.35	$	2.42	$	9.12	$	7.69
Diluted	$	3.25	$	2.37	$	8.82	$	7.52
Weighted-average number of common shares outstanding:
Basic	20,040,167		19,634,450		19,913,424		19,529,843
Diluted	20,654,300		20,109,992		20,578,315		19,984,898

See accompanying notes to the condensed consolidated financial statements.

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StoneX Group Inc.

Condensed Consolidated Statements of Comprehensive Income

(Unaudited)


	Three Months Ended June 30,				Nine Months Ended June 30,
(in millions)	2023		2022		2023		2022
Net income	$	69.5	$	49.1	$	187.8	$	154.8
Other comprehensive gain/(loss), net of tax:
Foreign currency translation adjustment	4.1		(5.4)		15.5		(5.5)
Cash flow hedges	2.6		(6.8)		31.6		(25.0)








Total other comprehensive gain/(loss), net of tax	6.7		(12.2)		47.1		(30.5)
Comprehensive income	$	76.2	$	36.9	$	234.9	$	124.3

See accompanying notes to the condensed consolidated financial statements.

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StoneX Group Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)


	Nine Months Ended June 30,
(in millions)	2023		2022
Cash flows from operating activities:
Net income	$	187.8	$	154.8
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation and amortization	39.6		32.1
Amortization of right of use assets	7.9		12.1
Bad debts, net of recoveries	10.0		11.4

Deferred income taxes	3.2		0.4
Amortization of debt issuance costs	4.3		3.5

Amortization of share-based compensation	21.3		12.8

Gain on acquisition	(23.5)		—
Changes in operating assets and liabilities, net:
Securities and other assets segregated under federal and other regulations	600.6		(7.3)
Securities purchased under agreements to resell	(970.0)		523.7
Securities borrowed	115.5		1,054.4
Deposits with and receivables from broker-dealers, clearing organizations, and counterparties, net	(1,072.7)		(2,931.3)
Receivables from clients, net	(89.8)		(176.7)
Notes receivable, net	(0.2)		1.1
Income taxes receivable	(5.3)		17.4
Financial instruments owned, at fair value	(1,112.6)		621.1
Physical commodities inventory, net	91.3		(117.9)

Other assets	(44.5)		(12.4)
Accounts payable and other accrued liabilities	23.5		36.4
Operating lease liabilities	(0.5)		(13.3)
Payables to clients	(170.7)		2,311.0
Payables to broker-dealers, clearing organizations, and counterparties	(26.6)		(182.8)
Income taxes payable	18.8		11.8
Securities sold under agreements to repurchase	1,833.9		(1,533.2)
Securities loaned	(96.2)		(1,058.1)
Financial instruments sold, not yet purchased, at fair value	260.1		733.0
Net cash used in operating activities	(394.8)		(496.0)
Cash flows from investing activities:

Acquisition of businesses and assets, net of cash received	(6.1)		(0.2)

Sale of exchange memberships and common stock	—		0.2

Purchases of property and equipment	(32.8)		(37.6)
Net cash used in investing activities	(38.9)		(37.6)
Cash flows from financing activities:
Net change in payables to lenders under loans with maturities 90 days or less	(37.7)		269.6
Proceeds from payables to lenders under loans with maturities greater than 90 days	170.0		452.0
Repayments of payables to lenders under loans with maturities greater than 90 days	(205.0)		(462.0)

Repayments of senior secured term loan	—		(170.3)




Deferred payments on acquisitions	(18.5)		(1.5)
Payment of contingent consideration	—		(2.8)


Exercise of stock options	3.6		6.2


Net cash (used in)/provided by financing activities	(87.6)		91.2
Effect of exchange rates on cash, segregated cash, cash equivalents, and segregated cash equivalents	14.8		(5.5)
Net decrease in cash, segregated cash, cash equivalents, and segregated cash equivalents	(506.5)		(447.9)
Cash, segregated cash, cash equivalents, and segregated cash equivalents at beginning of period	6,285.1		6,509.5
Cash, segregated cash, cash equivalents, and segregated cash equivalents at end of period	$	5,778.6	$	6,061.6
Supplemental disclosure of cash flow information:
Cash paid for interest	$	550.8	$	85.4
Income taxes paid, net of cash refunds	$	41.9	$	25.4
Supplemental disclosure of non-cash investing and financing activities:
Identified intangible assets and goodwill on acquisitions	$	10.6	$	—
Additional consideration payable related to acquisitions, net	$	28.7	$	—

Acquisition of business:
Assets acquired	$	141.6	$	—
Liabilities assumed	84.1		—
Total net assets acquired	$	57.5	$	—

See accompanying notes to the condensed consolidated financial statements.

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StoneX Group Inc.

Condensed Consolidated Statements of Cash Flows - Continued

(Unaudited)

The following table provides a reconciliation of cash, segregated cash, cash equivalents, and segregated cash equivalents reported within the Condensed Consolidated Balance Sheets.


	June 30,
(in millions)	2023		2022
Cash and cash equivalents	$	1,401.3	$	1,363.7

Cash segregated under federal and other regulations(1)	2,487.5		2,522.3
Securities segregated under federal and other regulations(1)	0.1		0.1
Cash segregated and deposited with or pledged to exchange-clearing organizations and other futures commission merchants (“FCMs”)(2)	1,499.2		1,910.0
Securities segregated and pledged to exchange-clearing organizations(2)	390.5		265.5
Total cash, segregated cash, cash equivalents, and segregated cash equivalents shown in the condensed consolidated statements of cash flows	$	5,778.6	$	6,061.6

(1) Represents segregated client cash held at third-party banks. Excludes segregated commodity warehouse receipts, segregated U.S. Treasury obligations with original or acquired maturities of greater than 90 days, and other assets of $4.8 million and $21.4 million as of June 30, 2023 and 2022, respectively, included within Cash, securities and other assets segregated under federal and other regulations on the Condensed Consolidated Balance Sheets.

(2) Represents segregated client cash and U.S. Treasury obligations on deposit with, or pledged to, exchange clearing organizations and other FCMs. Excludes non-segregated cash, segregated U.S. Treasury obligations pledged to exchange-clearing organizations with original or acquired maturities greater than 90 days, and other assets of $5,408.0 million and $5,084.6 million as of June 30, 2023 and 2022, respectively, included within Deposits with and receivables from broker-dealers, clearing organizations, and counterparties, net on the Condensed Consolidated Balance Sheets.

See accompanying notes to the condensed consolidated financial statements.

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StoneX Group Inc.

Condensed Consolidated Statements of Stockholders’ Equity

(Unaudited)


	Three Months Ended June 30, 2022
(in millions)	Common Stock		Treasury Stock		Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Loss, net		Total
Balances as of March 31, 2022	$	0.2	$	(69.3)	$	329.9	$	788.2	$	(43.4)	$	1,005.6


Net income	—		—		—		49.1		—		49.1
Other comprehensive loss, net of tax	—		—		—		—		(12.2)		(12.2)
Exercise of stock options	—		—		0.3		—		—		0.3
Share-based compensation	—		—		4.5		—		—		4.5

Balances as of June 30, 2022	$	0.2	$	(69.3)	$	334.7	$	837.3	$	(55.6)	$	1,047.3


	Three Months Ended June 30, 2023
(in millions)	Common Stock		Treasury Stock		Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Loss, net		Total
Balances as of March 31, 2023	$	0.2	$	(69.3)	$	358.7	$	1,007.9	$	(50.2)	$	1,247.3
Net income	—		—		—		69.5		—		69.5
Other comprehensive gain, net of tax	—		—		—		—		6.7		6.7
Exercise of stock options	—		—		—		—		—		—
Share-based compensation	—		—		6.4		—		—		6.4

Balances as of June 30, 2023	$	0.2	$	(69.3)	$	365.1	$	1,077.4	$	(43.5)	$	1,329.9


	Nine Months Ended June 30, 2022
(in millions)	Common Stock		Treasury Stock		Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Loss, net		Total
Balances as of September 30, 2021	$	0.2	$	(69.3)	$	315.7	$	682.5	$	(25.1)	$	904.0


Net income	—		—		—		154.8		—		154.8
Other comprehensive loss, net of tax	—		—		—		—		(30.5)		(30.5)
Exercise of stock options	—		—		6.2		—		—		6.2
Share-based compensation	—		—		12.8		—		—		12.8

Balances as of June 30, 2022	$	0.2	$	(69.3)	$	334.7	$	837.3	$	(55.6)	$	1,047.3


	Nine Months Ended June 30, 2023
(in millions)	Common Stock		Treasury Stock		Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Loss, net		Total
Balances as of September 30, 2022	$	0.2	$	(69.3)	$	340.2	$	889.6	$	(90.6)	$	1,070.1
Net income	—		—		—		187.8		—		187.8
Other comprehensive gain, net of tax	—		—		—		—		47.1		47.1
Exercise of stock options	—		—		3.6		—		—		3.6
Share-based compensation	—		—		21.3		—		—		21.3

Balances as of June 30, 2023	$	0.2	$	(69.3)	$	365.1	$	1,077.4	$	(43.5)	$	1,329.9

See accompanying notes to the condensed consolidated financial statements.

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StoneX Group Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

Note 1 – Basis of Presentation and Consolidation and Accounting Standards Adopted

StoneX Group Inc., a Delaware corporation, and its consolidated subsidiaries (collectively “StoneX” or “the Company”), is a global financial services network that connects companies, organizations, traders and investors to the global market ecosystem through a unique blend of digital platforms, end-to-end clearing and execution services, high touch service, and deep expertise. The Company strives to be the one trusted partner to its clients, providing its network, products and services to allow them to pursue trading opportunities, manage their market risks, make investments and improve their business performance. The Company offers a vertically integrated product suite, beginning with high-touch and electronic access to nearly all major financial markets worldwide, as well as numerous liquidity venues. The Company delivers access and services through the entire lifecycle of a trade, by delivering deep market expertise and on-the-ground intelligence, best execution, and finally post-trade clearing, custody, as well as settlement services. The Company has created revenue streams, diversified by asset class, client type and geography, that earn commissions and spreads as clients execute transactions across its financial network, while monetizing non-trading client activity including interest and fee earnings on client balances as well as earning consulting fees for market intelligence and risk management services.

The Company provides its services to a diverse group of clients in more than 180 countries. These clients include more than 54,000 commercial, institutional, and global payments clients and over 400,000 retail clients. The Company’s clients include commercial entities, asset managers, regional, national and introducing broker-dealers, insurance companies, brokers, institutional investors and professional traders, commercial and investment banks and government and non-governmental organizations (“NGOs”).

The Company’s common stock trades on The NASDAQ Global Select Market under the symbol “SNEX”.

Basis of Presentation and Consolidation

The accompanying unaudited Condensed Consolidated Balance Sheet as of September 30, 2022, which has been derived from the audited consolidated balance sheet of September 30, 2022, and the unaudited interim condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and disclosures normally included in annual consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been condensed or omitted pursuant to those rules and regulations. The Company believes that the included disclosures clearly and fairly present the information within. In management’s opinion, all adjustments, generally consisting of normal accruals, considered necessary to fairly present the condensed consolidated financial statements for the interim periods presented have been reflected as required by Rule 10-01 of Regulation S-X.

Operating results for interim periods are not necessarily indicative of the results that may be expected for the related full year. These condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and related notes contained in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2022, as filed with the SEC.

These condensed consolidated financial statements include the accounts of StoneX Group Inc. and all entities in which the Company has a controlling financial interest. All material intercompany transactions and balances have been eliminated in consolidation.

The Company’s fiscal year end is September 30, and its fiscal quarters end on December 31, March 31, June 30 and September 30. Unless otherwise stated, all dates refer to fiscal years and fiscal interim periods.

Preparing condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent liabilities as of the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. The most significant of these estimates and assumptions relate to fair value measurement for financial instruments, revenue recognition, valuation of inventories, and income taxes. These estimates are based on management’s best knowledge of current events and actions the Company may undertake in the future. The Company reviews all significant estimates affecting the financial statements on a recurring basis and records the effect of any necessary adjustments prior to financial statement issuance. Although these and other estimates and assumptions are based on the best available information, actual results could be materially different from these estimates. Estimates and assumptions were considered and made in context with the information reasonably available to the Company as of June 30, 2023 and through the date of this Form 10-Q.

In the Condensed Consolidated Income Statements, the total revenues reported combine gross revenues for the physical commodities business and net revenues for all other businesses. The subtotal Operating revenues in the Condensed

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Consolidated Income Statements is calculated by deducting Cost of sales of physical commodities from Total revenues. The subtotal Net operating revenues in the Condensed Consolidated Income Statements is calculated as Operating revenues less Transaction-based clearing expenses, Introducing broker commissions, Interest expense, and Interest expense on corporate funding. Transaction-based clearing expenses represent variable expenses paid to executing brokers, exchanges, clearing organizations and banks in relation to transactional volumes. Introducing broker commissions include commission paid to certain non-employee third parties that have introduced clients to the Company. Net operating revenues represent revenues available to pay variable compensation to risk management consultants and traders, direct non-variable expenses, as well as variable and non-variable expenses to operational and administrative employees.

Gain on acquisition and other gain

Gain on acquisition contains the value that the Company acquired in excess of consideration paid for business combinations. More details can be found in Note 17.

Accounting Standards

The Company did not adopt any new accounting standards during the three and nine months ended June 30, 2023.

Note 2 – Earnings per Share

The Company presents basic and diluted earnings per share (“EPS”) using the two-class method, which requires all outstanding unvested share-based payment awards that contain rights to non-forfeitable dividends and therefore participate in undistributed earnings with common stockholders be included in computing earnings per share. Under the two-class method, net income is reduced by the amount of dividends declared in the period for each class of common stock and participating security. The remaining undistributed earnings are then allocated to common stock and participating securities, based on their respective rights to receive dividends. Restricted stock awards granted to certain employees and directors contain non-forfeitable rights to dividends at the same rate as common stock and are considered participating securities. Basic EPS has been computed by dividing net income by the weighted-average number of common shares outstanding.

The following is a reconciliation of the numerator and denominator of the diluted earnings per share computations for the periods presented below.


	Three Months Ended June 30,				Nine Months Ended June 30,
(in millions, except share amounts)	2023		2022		2023		2022
Numerator:
Net income	$	69.5	$	49.1	$	187.8	$	154.8
Less: Allocation to participating securities	(2.4)		(1.5)		(6.3)		(4.5)
Net income allocated to common stockholders	$	67.1	$	47.6	$	181.5	$	150.3






Denominator:
Weighted average number of:
Common shares outstanding	20,040,167		19,634,450		19,913,424		19,529,843
Dilutive potential common shares outstanding:
Share-based awards	614,133		475,542		664,891		455,055
Diluted weighted-average common shares	20,654,300		20,109,992		20,578,315		19,984,898

The dilutive effect of share-based awards is reflected in diluted net income per share by applying the treasury stock method, which includes consideration of unamortized share-based compensation expense.

Options to purchase 288,745 and 443,275 shares of common stock for the three months ended June 30, 2023 and 2022, respectively, were excluded from the calculation of diluted earnings per share as they would have been anti-dilutive. Options to purchase 249,877 and 463,991 shares of common stock for the nine months ended June 30, 2023 and 2022, respectively, were excluded from the calculation of diluted earnings per share as they would have been anti-dilutive.

Note 3 – Assets and Liabilities, at Fair Value

Fair value is defined by U.S. GAAP as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between willing market participants on the measurement date.

Fair value is a market-based measure considered from the perspective of a market participant rather than an entity-specific measure. Even when market assumptions are not readily available, the Company is required to develop a set of assumptions that reflect those that market participants would use in pricing an asset or liability at the measurement date. The Company uses prices and inputs that are current as of measurement date, including periods of market dislocation. In periods of market

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dislocation, the observability of prices and inputs may be reduced for many securities. This condition could cause a security to be reclassified to a lower level within the fair value hierarchy.

The Company has designed independent price verification controls and periodically performs such controls to ensure the reasonableness of such values.

Financial and nonfinancial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). A market is active if there are sufficient transactions on an ongoing basis to provide current pricing information for the asset or liability, pricing information is released publicly, and price quotations do not vary substantially either over time or among market participants. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the reporting entity.

Relevant guidance requires the Company to consider counterparty credit risk of all parties to outstanding derivative instruments that would be considered by a market participant in the transfer or settlement of such contracts (exit price). The Company’s exposure to credit risk on derivative financial instruments principally relates to the portfolio of Over-the-counter (“OTC”) derivative contracts as all exchange-traded contracts held can be settled on an active market with a credit guarantee from the respective exchange. The Company requires each counterparty to deposit margin collateral for all OTC instruments and is also required to deposit margin collateral with counterparties. The Company has assessed the nature of these deposits and used its discretion to adjust each based on the underlying credit considerations for the counterparty and determined that the collateral deposits minimize the exposure to counterparty credit risk in the evaluation of the fair value of OTC instruments as determined by a market participant.

In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 820, Fair Value Measurement, the Company groups its assets and liabilities measured at fair value in three levels based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value. These levels are:

Level 1 - Valuation is based upon unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. Level 1 consists of financial assets and liabilities whose fair values are estimated using quoted market prices.

Level 2 - Valuation is based upon quoted prices for identical or similar assets or liabilities in markets that are less active, that is, markets in which there are few transactions for the asset or liability that are observable for substantially the full term. Included in Level 2 are those financial assets and liabilities for which fair values are estimated using models or other valuation methodologies. These models are primarily industry-standard models that consider various observable inputs, including time value, yield curve, volatility factors, observable current market and contractual prices for the underlying financial instruments, as well as other relevant economic measures.

Level 3 - Valuation is based on prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity). Level 3 comprises financial assets and liabilities whose fair value is estimated based on internally developed models or methodologies utilizing significant inputs that are not readily observable from objective sources. Level 3 includes contingent liabilities that have been valued using an income approach based upon management developed discounted cash flow projections, which are an unobservable input.

The Company had no contingent liabilities as of June 30, 2023 and September 30, 2022, respectively. The Company had certain options related to business combinations and certain deferred acquisition consideration classified as Level 3 assets as of June 30, 2023 and no Level 3 assets as of September 30, 2022.

Fair value of financial and nonfinancial assets and liabilities that are carried on the Condensed Consolidated Balance Sheets at fair value on a recurring basis

Cash and cash equivalents reported at fair value on a recurring basis includes certificates of deposit and money market mutual funds, which are stated at cost plus accrued interest, which approximates fair value.

Cash, securities and other assets segregated under federal and other regulations reported at fair value on a recurring basis include the value of pledged investments, primarily U.S. Treasury obligations and commodities warehouse receipts.

Deposits with and receivables from broker-dealers, clearing organizations and counterparties and payable to clients and broker-dealers, clearing organizations and counterparties includes the fair value of pledged investments, primarily U.S. Treasury obligations and foreign government obligations. These balances also include the fair value of exchange-traded options on futures and OTC forwards, swaps and options.

Financial instruments owned and sold, not yet purchased include the fair value of equity securities, which includes common, preferred, and foreign ordinary shares, American Depository Receipts (“ADRs”), Global Depository Receipts (“GDRs”), and

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exchange-traded funds (“ETFs”), corporate and municipal bonds, U.S. Treasury obligations, U.S. government agency obligations, foreign government obligations, agency mortgage-backed obligations, asset-backed obligations, derivative financial instruments, commodities warehouse receipts, exchange firm common stock, and investments in managed funds. The fair value of exchange firm common stock is determined by quoted market prices.

Cash equivalents, debt and equity securities, commodities warehouse receipts, physical commodities inventory, derivative financial instruments and contingent liabilities are carried at fair value, on a recurring basis, and are classified and disclosed into three levels in the fair value hierarchy.

The following section describes the valuation methodologies used by the Company to measure classes of financial instruments at fair value and specifies the level within the fair value hierarchy where various financial instruments are classified.

The Company uses quoted prices in active markets, where available, and classifies instruments with such quotes within Level 1 of the fair value hierarchy. Examples include U.S. Treasury obligations, foreign government obligations, commodities warehouse receipts, certain equity securities traded in active markets, physical precious metals inventory held by a regulated broker-dealer subsidiary, exchange firm common stock, investments in managed funds, as well as options on futures contracts traded on national exchanges. The fair value of exchange firm common stock is determined by recent sale transactions and is included within Level 1.

When instruments are traded in secondary markets and observable prices are not available for substantially the full term, the Company generally relies on internal valuation techniques based upon observable inputs for comparable financial instruments, or prices obtained from third-party pricing services or brokers or a combination thereof, and accordingly, classified these instruments as Level 2. Examples include corporate and municipal bonds, U.S. government agency obligations, agency-mortgage backed obligations, asset-backed obligations, certain equity securities traded in less active markets, and OTC derivative contracts, which include purchase and sale commitments related to the Company’s foreign exchange, agricultural, and energy commodities.

Certain derivatives without a quoted price in an active market and derivatives executed OTC are valued using internal valuation techniques, including pricing models which utilize significant inputs observable to market participants. The valuation techniques and inputs depend on the type of derivative and the nature of the underlying instrument. The key inputs depend upon the type of derivative and the nature of the underlying instrument and include interest yield curves, foreign exchange rates, commodity prices, volatilities and correlation. These derivative instruments are included within Level 2 of the fair value hierarchy.

Physical commodities inventory includes precious metals that are a part of the trading activities of a regulated broker-dealer subsidiary and is recorded at fair value using exchange-quoted prices. Physical commodities inventory also includes agricultural commodities that are a part of the trading activities of a non-broker dealer subsidiary and are recorded at net realizable value using exchange-quoted prices. The fair value of precious metals physical commodities inventory is based upon unadjusted exchange-quoted prices and is, therefore, classified within Level 1 of the fair value hierarchy. The fair value of agricultural physical commodities inventory and the related OTC firm sale and purchase commitments are generally based upon exchange-quoted prices, adjusted for basis or differences in local markets, broker or dealer quotations or market transactions in either listed or OTC markets. Exchange-quoted prices are adjusted for location and quality because the exchange-quoted prices for agricultural and energy related products represent contracts that have standardized terms for commodity, quantity, future delivery period, delivery location, and commodity quality or grade. The basis or local market adjustments are observable inputs or have an insignificant impact on the measurement of fair value and, therefore, the agricultural physical commodities inventory, as well as the related OTC forward firm sale and purchase commitments have been included within Level 2 of the fair value hierarchy.

With the exception of certain derivative instruments where the valuation approach is disclosed above, financial instruments owned and sold are primarily valued using third-party pricing sources. Third-party pricing vendors compile prices from various sources and often apply matrix pricing for similar securities when market-observable transactions for the instruments are not observable for substantially the full term. The Company reviews the pricing methodologies used by third-party pricing vendors in order to evaluate the fair value hierarchy classification of vendor-priced financial instruments and the accuracy of vendor pricing, which typically involves comparing of primary vendor prices to internal trader prices or secondary vendor prices. When evaluating the propriety of vendor-priced financial instruments using secondary prices, considerations include the range and quality of vendor prices, level of observable transactions for identical and similar instruments, and judgments based upon knowledge of a particular market and asset class. If the primary vendor price does not represent fair value, justification for using a secondary price, including source data used to make the determination, is subject to review and approval by authorized personnel prior to using a secondary price. Financial instruments owned and sold that are valued using third party pricing sources are included within either Level 1 or Level 2 of the fair value hierarchy based upon the observability of the inputs used and the level of activity in the market.

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The fair value estimates presented herein are based on pertinent information available to management as of June 30, 2023 and September 30, 2022. Although management is not aware of any factors that would significantly affect the estimated fair value amounts, such amounts have not been comprehensively revalued for purposes of these condensed consolidated financial statements since that date and current estimates of fair value may differ significantly from the amounts presented herein.

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The following tables set forth the Company’s financial and nonfinancial assets and liabilities accounted for at fair value, on a recurring basis, as of June 30, 2023 and September 30, 2022 by level in the fair value hierarchy. All fair value measurements were performed on a recurring basis as of June 30, 2023 and September 30, 2022.


	June 30, 2023
(in millions)	Level 1		Level 2		Level 3		Netting (1)		Total
Assets:
Certificates of deposit	$	12.9	$	—	$	—	$	—	$	12.9
Money market mutual funds	66.7		—		—		—		66.7
Cash and cash equivalents	79.6		—		—		—		79.6
Commodities warehouse receipts	4.7		—		—		—		4.7
U.S. Treasury obligations	0.1		—		—		—		0.1
Securities and other assets segregated under federal and other regulations	4.8		—		—		—		4.8
U.S. Treasury obligations	3,774.5		—		—		—		3,774.5
To be announced and forward settling securities	—		35.3		—		(17.9)		17.4
Foreign government obligations	18.2		—		—		—		18.2
Derivatives	5,425.8		1,469.5		—		(7,063.8)		(168.5)
Deposits with and receivables from broker-dealers, clearing organizations and counterparties, net	9,218.5		1,504.8		—		(7,081.7)		3,641.6
Receivables from clients, net - Derivatives	62.2		653.6		—		(715.9)		(0.1)
Equity securities	375.0		11.2		—		—		386.2
Corporate and municipal bonds	—		233.9		—		—		233.9
U.S. Treasury obligations	542.9		—		—		—		542.9
U.S. government agency obligations	—		522.7		—		—		522.7
Foreign government obligations	26.8		—		—		—		26.8
Agency mortgage-backed obligations	—		3,043.6		—		—		3,043.6
Asset-backed obligations	—		144.2		—		—		144.2
Derivatives	0.6		1,018.6		—		(721.8)		297.4
Commodities leases	—		21.2		—		—		21.2
Commodities warehouse receipts	36.9		—		—		—		36.9
Exchange firm common stock	11.1		—		—		—		11.1
Cash flow hedges	—		7.5		—		—		7.5
Mutual funds and other	30.3		—		0.6		—		30.9
Financial instruments owned	1,023.6		5,002.9		0.6		(721.8)		5,305.3
Physical commodities inventory	117.3		157.9		—		—		275.2
Total assets at fair value	$	10,506.0	$	7,319.2	$	0.6	$	(8,519.4)	$	9,306.4
Liabilities:
Accounts payable and other accrued liabilities	$	—	$	—	$	1.4	$	—	$	1.4
Payables to clients - Derivatives	5,359.4		276.8		—		(5,932.7)		(296.5)
TBA and forward settling securities	—		24.0		—		(17.7)		6.3
Derivatives	115.9		1,725.7		—		(1,844.7)		(3.1)
Payable to broker-dealers, clearing organizations and counterparties	115.9		1,749.7		—		(1,862.4)		3.2
Equity securities	297.0		4.8		—		—		301.8
Foreign government obligations	20.7		—		—		—		20.7
Corporate and municipal bonds	—		120.8		—		—		120.8
U.S. Treasury obligations	1,805.1		—		—		—		1,805.1
U.S. government agency obligations	—		29.2		—		—		29.2
Agency mortgage-backed obligations	—		6.2		—		—		6.2
Derivatives	4.8		943.6		—		(579.4)		369.0
Cash flow hedges	—		37.6		—		—		37.6

Other	—		4.5		1.3		—		5.8
Financial instruments sold, not yet purchased	2,127.6		1,146.7		1.3		(579.4)		2,696.2
Total liabilities at fair value	$	7,602.9	$	3,173.2	$	2.7	$	(8,374.5)	$	2,404.3

(1)Represents cash collateral and the impact of netting across at each level of the fair value hierarchy.

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	September 30, 2022
(in millions)	Level 1		Level 2		Level 3		Netting (1)		Total
Assets:
Certificates of deposit	$	4.0	$	—	$	—	$	—	$	4.0
Money market mutual funds	39.5		—		—		—		39.5
Cash and cash equivalents	43.5		—		—		—		43.5
Commodities warehouse receipts	19.7		—		—		—		19.7
U.S. Treasury obligations	786.0		—		—		—		786.0
Securities and other assets segregated under federal and other regulations	805.7		—		—		—		805.7
U.S. Treasury obligations	4,258.5		—		—		—		4,258.5
TBA and forward settling securities	—		207.6		—		(91.4)		116.2
Foreign government obligations	14.4		—		—		—		14.4
Derivatives	7,714.4		461.4		—		(9,747.7)		(1,571.9)
Deposits with and receivables from broker-dealers, clearing organizations and counterparties, net	11,987.3		669.0		—		(9,839.1)		2,817.2
Receivables from clients, net - Derivatives	67.2		511.6				(579.3)		(0.5)
Equity securities	367.9		11.8		—		—		379.7
Corporate and municipal bonds	—		156.8		—		—		156.8
U.S. Treasury obligations	347.6		—		—		—		347.6
U.S. government agency obligations	—		343.0		—		—		343.0
Foreign government obligations	4.8		—		—		—		4.8
Agency mortgage-backed obligations	—		2,588.7		—		—		2,588.7
Asset-backed obligations	—		70.7		—		—		70.7
Derivatives	0.7		694.3		—		(502.4)		192.6
Commodities leases	—		26.4		—		—		26.4
Commodities warehouse receipts	24.9		—		—		—		24.9
Exchange firm common stock	10.6		—		—		—		10.6
Mutual funds and other	17.4		4.1		—		—		21.5

Financial instruments owned	773.9		3,895.8		—		(502.4)		4,167.3
Physical commodities inventory	136.3		223.5		—		—		359.8
Total assets at fair value	$	13,813.9	$	5,299.9	$	—	$	(10,920.8)	$	8,193.0
Liabilities:

Payables to clients - Derivatives	7,722.5		175.4				(9,290.3)		(1,392.4)
TBA and forward settling securities	—		154.9		—		(96.9)		58.0
Derivatives	58.7		590.6		—		(651.5)		(2.2)
Payable to broker-dealers, clearing organizations and counterparties	58.7		745.5		—		(748.4)		55.8
Equity securities	299.9		5.7		—		—		305.6
Foreign government obligations	0.5		—		—		—		0.5
Corporate and municipal bonds	—		63.2		—		—		63.2
U.S. Treasury obligations	1,686.5		—		—		—		1,686.5
U.S. government agency obligations	—		24.3		—		—		24.3
Agency mortgage-backed obligations	—		5.4		—		—		5.4
Derivatives	—		779.7		—		(466.3)		313.4
Cash flow hedges	—		70.6		—		—		70.6
Other	—		0.1		—		—		0.1

Financial instruments sold, not yet purchased	1,986.9		949.0		—		(466.3)		2,469.6
Total liabilities at fair value	$	9,768.1	$	1,869.9	$	—	$	(10,505.0)	$	1,133.0

(1)Represents cash collateral and the impact of netting across at each level of the fair value hierarchy.

Realized and unrealized gains and losses are included in Principal gains, net, Interest income, and Cost of sales of physical commodities in the Condensed Consolidated Income Statements.

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Additional disclosures about the fair value of financial instruments that are not carried on the Condensed Consolidated Balance Sheets at fair value

Many, but not all, of the financial instruments that the Company holds are recorded at fair value in the Condensed Consolidated Balance Sheets. The following represents financial instruments in which the ending balance at June 30, 2023 and September 30, 2022 was not carried at fair value in accordance with U.S. GAAP on the Condensed Consolidated Balance Sheets:

Short-term financial instruments: The carrying value of short-term financial instruments, including cash and cash equivalents, cash segregated under federal and other regulations, securities purchased under agreements to resell and securities sold under agreements to repurchase, and securities borrowed and loaned are recorded at amounts that approximate the fair value of these instruments due to their short-term nature and level of collateralization. These financial instruments generally expose the Company to limited credit risk and have no stated maturities or have short-term maturities and carry interest rates that approximate market rates. Under the fair value hierarchy, cash and cash equivalents and cash segregated under federal and other regulations are classified as Level 1. Securities purchased under agreements to resell and securities sold under agreements to repurchase, and securities borrowed and loaned are classified as Level 2 under the fair value hierarchy as they are generally overnight or short-term in nature and are collateralized by equity securities, U.S. Treasury obligations, U.S. government agency obligations, agency mortgage-backed obligations, and asset-backed obligations.

Receivables and other assets: Receivables from broker-dealers, clearing organizations, and counterparties, receivables from clients, net, notes receivables, and certain other assets are recorded at amounts that approximate fair value due to their short-term nature and are classified as Level 2 under the fair value hierarchy.

Payables: Payables to clients and payables to broker-dealers, clearing organizations, and counterparties are recorded at amounts that approximate fair value due to their short-term nature and are classified as Level 2 under the fair value hierarchy.

Lenders under loans: Payables to lenders under loans carry variable rates of interest and thus approximate fair value and are classified as Level 2 under the fair value hierarchy.

Senior secured borrowings, net: Senior secured borrowings, net includes the Company's 8.625% Senior Secured Notes due 2025 (the “Senior Secured Notes”), as further described in Note 9, with a carrying value of $341.3 million as of June 30, 2023. The carrying value of the Senior Secured Notes represent their principal amount net of unamortized deferred financing costs and original issue discount. As of June 30, 2023, the Senior Secured Notes had a fair value of $351.8 million and are classified as Level 2 under the fair value hierarchy.

Note 4 – Financial Instruments with Off-Balance Sheet Risk and Concentrations of Credit Risk

The Company is party to certain financial instruments with off-balance sheet risk in the normal course of its business. The Company has sold financial instruments that it does not currently own and will therefore be obliged to purchase such financial instruments at a future date. The Company has recorded these obligations in the condensed consolidated financial statements as of June 30, 2023 and September 30, 2022 at the fair values of the related financial instruments. The Company will incur losses if the fair value of the underlying financial instruments increases subsequent to June 30, 2023. The total financial instruments sold, not yet purchased of $2,696.2 million and $2,469.6 million as of June 30, 2023 and September 30, 2022, respectively, includes $369.0 million and $313.4 million for derivative contracts not designated as hedges, respectively, which represented a liability to the Company based on their fair values as of June 30, 2023 and September 30, 2022.

Derivatives

The Company utilizes derivative products in its trading capacity as a dealer in order to satisfy client needs and mitigate risk. The Company manages risks from both derivatives and non-derivative cash instruments on a consolidated basis. The risks of derivatives should not be viewed in isolation, but in aggregate with the Company’s other trading activities. The Company’s derivative positions are included in the Condensed Consolidated Balance Sheets in Deposits with and receivables from broker-dealers, clearing organizations and counterparties, Receivables from clients, net, Financial instruments owned and sold, not yet purchased, at fair value, Payable to clients and Payables to broker-dealers, clearing organizations and counterparties.

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Listed below are the fair values of the Company’s derivative assets and liabilities as of June 30, 2023 and September 30, 2022. Assets represent net unrealized gains and liabilities represent net unrealized losses.


	June 30, 2023				September 30, 2022
(in millions)	Assets (1)		Liabilities (1)		Assets (1)		Liabilities (1)
Derivative contracts not accounted for as hedges:
Exchange-traded commodity derivatives	$	1,644.0	$	1,630.6	$	4,520.4	$	4,519.3
OTC commodity derivatives	1,865.3		1,790.4		756.9		695.6
Exchange-traded foreign exchange derivatives	2.4		2.4		25.6		25.7
OTC foreign exchange derivatives	756.3		726.5		577.1		549.3
Exchange-traded interest rate derivatives	1,835.3		1,840.2		2,626.8		2,626.7
OTC interest rate derivatives	343.4		343.4		168.9		205.1
Exchange-traded equity index derivatives	2,006.9		2,006.9		609.5		609.5
OTC equity and indices derivatives	176.7		85.8		164.4		95.7
TBA and forward settling securities	35.3		24.0		207.6		154.9
Subtotal	8,665.6		8,450.2		9,657.2		9,481.8
Derivative contracts designated as hedging instruments:
Interest rate contracts	—		37.6		—		48.8
Foreign currency forward contracts	7.5		—		—		21.8
Subtotal	7.5		37.6		—		70.6
Gross fair value of derivative contracts	$	8,673.1	$	8,487.8	$	9,657.2	$	9,552.4
Impact of netting and collateral	(8,519.4)		(8,374.5)		(10,920.8)		(10,505.0)
Total fair value included in Deposits with and receivables from broker-dealers, clearing organizations, and counterparties, net	$	(151.1)			$	(1,455.7)
Total fair value included in Receivables from clients, net	$	(0.1)			$	(0.5)
Total fair value included in Financial instruments owned, at fair value	$	304.9			$	192.6
Total fair value included in Payables to clients			$	(296.5)			$	(1,392.4)
Total fair value included in Payables to broker-dealers, clearing organizations and counterparties			$	3.2			$	55.8
Total fair value included in Financial instruments sold, not yet purchased, at fair value			$	406.6			$	384.0

(1)As of June 30, 2023 and September 30, 2022, the Company’s derivative contract volume for open positions was approximately 12.8 million and 13.3 million contracts, respectively.

The Company’s derivative contracts are principally held in its Commercial and Retail segments. The Company assists its Commercial segment clients in protecting the value of their future production by entering into option or forward agreements with them on an OTC basis. The Company also provides its Commercial segment clients with option products, including combinations of buying and selling puts and calls. In its Retail segment, the Company provides its retail clients with access to spot foreign exchange, precious metals trading, as well as contracts for a difference (“CFDs”) and spread bets, where permitted. The Company mitigates its risk by generally offsetting the client’s transaction simultaneously with one of the Company’s trading counterparties or will offset that transaction with a similar but not identical position on the exchange. The risk mitigation of these offsetting trades is not within the documented hedging designation requirements of the Derivatives and Hedging Topic of the ASC. These derivative contracts are traded along with cash transactions because of the integrated nature of the markets for these products. The Company manages the risks associated with derivatives on an aggregate basis along with the risks associated with its proprietary trading and market-making activities in cash instruments as part of its firm-wide risk management policies. In particular, the risks related to derivative positions may be partially offset by inventory, unrealized gains in inventory or cash collateral paid or received.

Hedging Activities

The Company uses interest rate derivatives, in the form of swaps, to hedge risk related to variability in overnight rates. These hedges are designated cash flow hedges, through which the Company mitigates uncertainty in its interest income by converting floating-rate interest income to fixed-rate interest income. While the swaps mitigate interest rate risk, they do introduce credit risk, which is the possibility that the Company’s trading counterparty fails to meet its obligation. The Company minimizes this risk by entering into its swaps with highly-rated, multi-national institutions. In addition to credit risk, there is market risk associated with the swap positions. The Company’s market risk is limited, because any amounts the Company must pay from

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having exchanged variable interest will be funded by the variable interest the Company receives on its deposits. As of June 30, 2023, the Company’s hedges will all have matured by approximately 2 years from the end of the current period.

The Company also uses foreign currency derivatives, in the form of forward contracts, to hedge risk related to the variability in exchange rates relative to certain of the Company’s non-USD expenditures. These hedges are designated cash flow hedges, through which the Company mitigates variability in exchange rates by exchanging foreign currency for USD at fixed exchange rates at a pre-determined future date, or several cash flows at several pre-determined future dates. While the forward contracts mitigate exchange rate variability risk, they do introduce credit risk, which is the possibility that the Company’s trading counterparty fails to meet its obligation. The Company minimizes this risk by entering into its forward contracts with highly-rated, multi-national institutions. These hedges will all mature within 2 years from the end of the current period.

The Company assesses the effectiveness of its hedges at each reporting period to identify any required reclassifications into current earnings. During the three months ended June 30, 2023 and 2022, the Company did not designate any portion of its hedges as ineffective and thus did not have any values in current earnings related to ineffective hedges. The fair values of derivative instruments designated for hedging held as of June 30, 2023 and September 30, 2022 are as follow:


		June 30, 2023		September 30, 2022
(in millions)	Balance Sheet Location	Fair Value		Fair Value
Asset Derivatives
Derivatives designated as hedging instruments:

Foreign currency forward contracts	Financial instruments owned, net	$	7.5	$	—
Total derivatives designated as hedging instruments		$	7.5	$	—

Derivative assets expected to be released from Other comprehensive income into current earnings:

Foreign currency forward contracts		$	5.2	$	—
Total expected to be released from Other comprehensive income into earnings		$	5.2	$	—

Liability Derivatives
Derivatives designated as hedging instruments:
Interest rate contracts	Financial instruments sold, not yet purchased	$	37.6	$	48.8
Foreign currency forward contracts	Financial instruments sold, not yet purchased	—		21.8
Total derivatives designated as hedging instruments		$	37.6	$	70.6

Derivative liabilities expected to be released from Other comprehensive income into current earnings:
Interest rate contracts		$	23.2	$	9.7
Foreign currency forward contracts		—		8.9
Total expected to be released from Other comprehensive income into earnings		$	23.2	$	18.6

The notional values of derivative instruments designated for hedging held as of June 30, 2023 and September 30, 2022 are as follow:


	June 30, 2023		September 30, 2022
(in millions)	Notional Value		Notional Value
Derivatives designated as hedging instruments:
Interest rate contracts	$	2,000.0	$	1,500.0
Foreign currency forward contracts:
Foreign currency forward contracts to purchase Polish Zloty:
Local currency	zł	156.1	zł	—
USD	$	33.7	$	—
Foreign currency forward contracts to purchase British Pound Sterling:
Local currency	£	168.0	£	168.0
USD	$	207.2	$	207.3

The Condensed Consolidated Income Statement effects of derivative instruments designated for hedging held for the three and nine months ended June 30, 2023 and 2022 are as follows:

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(in millions)	Income Statement Location	Three Months Ended June 30, 2023		Nine Months Ended June 30, 2023
Total amounts in income related to hedges
Interest rate contracts	Interest income	$	(14.3)	$	(31.3)
Foreign currency forward contracts	Compensation and benefits	1.6		2.1
Total derivatives designated as hedging instruments		$	(12.7)	$	(29.2)

Loss on cash flow hedging relationships:
Amount of loss reclassified from accumulated other comprehensive income into income		$	(12.7)	$	(29.2)
Amount of gain reclassified from accumulated other comprehensive income into income as a result of a forecasted transaction that is no longer probable of occurring		$	—	$	—


(in millions)	Income Statement Location	Three Months Ended June 30, 2022		Nine Months Ended June 30, 2022
Total amounts in income related to hedges
Interest rate contracts	Interest Income	$	0.1	$	1.8
Total derivatives designated as hedging instruments		$	0.1	$	1.8

Gain on cash flow hedging relationships:
Amount of gain reclassified from accumulated other comprehensive income into income		$	0.1	$	1.8
Amount of gain reclassified from accumulated other comprehensive income into income as a result of a forecasted transaction that is no longer probable of occurring		$	—	$	—

The accumulated other comprehensive income effects of derivative instruments designated for hedging held for three and nine months ended June 30, 2023 and 2022 are as follow:


	Three Months Ended June 30, 2023
(in millions)	Amount of Gain/(Loss) Recognized in Other Comprehensive Income on Derivatives, net of tax		Location of amount Reclassified from Accumulated Other Comprehensive Income into Income	Amount Reclassified from Accumulated Other Comprehensive Income into Income
Derivatives in Cash Flow Hedging Relationships:
Interest rate contracts	$	(0.7)	Interest Income	$	(14.3)
Foreign currency forward contracts	3.3		Compensation and benefits	1.6
Total	$	2.6		$	(12.7)


	Nine Months Ended June 30, 2023
(in millions)	Amount of Gain Recognized in Other Comprehensive Income on Derivatives, net of tax		Location of Gain Reclassified from Accumulated Other Comprehensive Income into Income	Amount Reclassified from Accumulated Other Comprehensive Income into Income
Derivatives in Cash Flow Hedging Relationships:
Interest rate contracts	$	8.5	Interest Income	$	(31.3)
Foreign currency forward contracts	23.1		Compensation and benefits	2.1
Total	$	31.6		$	(29.2)


	Three Months Ended June 30, 2022
(in millions)	Amount of Gain/(loss) Recognized in Other Comprehensive Income on Derivatives, net of tax		Location of amount Reclassified from Accumulated Other Comprehensive Income into Income	Amount Reclassified from Accumulated Other Comprehensive Income into Income
Derivatives in Cash Flow Hedging Relationships:
Interest rate contracts	$	6.8	Interest Income	$	0.1
Total	$	6.8		$	0.1

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	Nine Months Ended June 30, 2022
(in millions)	Amount of Loss Recognized in Other Comprehensive Income on Derivatives, net of tax		Location of Gain Reclassified from Accumulated Other Comprehensive Income into Income	Amount of Gain Reclassified from Accumulated Other Comprehensive Income into Income
Derivatives in Cash Flow Hedging Relationships:
Interest rate contracts	$	25.0	Interest Income	$	1.8
Total	$	25.0		$	1.8

The following table sets forth the Company’s net gains/(losses) related to derivative financial instruments for the three and nine months ended June 30, 2023 and 2022 in accordance with the Derivatives and Hedging Topic of the ASC. The net gains/(losses) set forth below are included in Principal gains, net and Cost of sales of physical commodities in the Condensed Consolidated Income Statements.


	Three Months Ended June 30,				Nine Months Ended June 30,
(in millions)	2023		2022		2023		2022
Commodities	$	105.3	$	69.9	$	307.3	$	218.8
Foreign exchange	(10.8)		47.5		(34.8)		127.2

Interest rate, equities, and indices	51.6		29.5		85.5		82.3
TBA and forward settling securities	42.0		66.2		4.9		158.2
Net gains from derivative contracts	$	188.1	$	213.1	$	362.9	$	586.5

Credit Risk

In the normal course of business, the Company purchases and sells financial instruments, commodities and foreign currencies as either a principal or agent on behalf of its clients. If either the client or counterparty fails to perform, the Company may be required to discharge the obligations of the nonperforming party. In such circumstances, the Company may sustain a loss if the fair value of the financial instrument, commodity, or foreign currency is different from the contract value of the transaction.

The majority of the Company’s transactions and, consequently, the concentration of its credit exposure are with commodity exchanges, clients, broker-dealers and other financial institutions. These activities primarily involve collateralized and uncollateralized arrangements and may result in credit exposure in the event that a counterparty fails to meet its contractual obligations. The Company’s exposure to credit risk can be directly impacted by volatile financial markets, which may impair counterparties’ ability to satisfy contractual obligations. The Company seeks to control its credit risk through a variety of reporting and control procedures, including establishing credit and/or position limits based upon a review of the counterparties’ financial condition and credit ratings. The Company monitors collateral levels on a daily basis for compliance with regulatory and internal guidelines and requests changes in collateral levels as appropriate.

The Company is a party to financial instruments in the normal course of its business through client and proprietary trading accounts in exchange-traded and OTC derivative instruments. These instruments are primarily the result of the execution of orders for commodity futures, options on futures, OTC swaps and options and spot and forward foreign currency contracts on behalf of its clients, substantially all of which are transacted on a margin basis. Such transactions may expose the Company to significant credit risk in the event that margin requirements are not sufficient to fully cover losses which clients may incur. The Company controls the risks associated with these transactions by requiring clients to maintain margin deposits in compliance with individual exchange regulations and internal guidelines. The Company monitors required margin levels daily, and therefore, may require clients to deposit additional collateral or reduce positions when necessary. The Company also establishes credit limits for clients, which are monitored daily. The Company evaluates each client’s creditworthiness on a case by case basis. Clearing, financing, and settlement activities may require the Company to maintain funds with or pledge securities as collateral with other financial institutions. Generally, these exposures to both clients and exchanges are subject to master netting, or client agreements, which reduce the exposure to the Company by permitting receivables and payables with such clients to be offset in the event of a client default. Management believes that the margin deposits held as of June 30, 2023 and September 30, 2022 were adequate to minimize the risk of material loss that could be created by positions held at that time. Additionally, the Company monitors collateral fair value on a daily basis and adjusts collateral levels in the event of excess market exposure.

Derivative financial instruments involve varying degrees of off-balance sheet market risk whereby changes in the fair values of underlying financial instruments may result in changes in the fair value of the financial instruments in excess of the amounts reflected in the consolidated balance sheets. Exposure to market risk is influenced by a number of factors, including the relationships between the financial instruments and the Company’s positions, as well as the volatility and liquidity in the markets in which the financial instruments are traded. The principal risk components of financial instruments include, among other things, interest rate volatility, the duration of the underlying instruments and changes in commodity pricing and foreign

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exchange rates. The Company attempts to manage its exposure to market risk through various techniques. Aggregate market limits have been established and market risk measures are routinely monitored against these limits.

Note 5 – Allowance for Doubtful Accounts

The allowance for doubtful accounts related to deposits with and receivables from broker-dealers, clearing organizations, and counterparties was $0.1 million as of June 30, 2023 and $1.4 million as of September 30, 2022. The allowance for doubtful accounts related to receivables from clients was $53.2 million and $46.4 million as of June 30, 2023 and September 30, 2022, respectively. The Company had no allowance for doubtful accounts related to notes receivable as of June 30, 2023 and September 30, 2022.

Activity in the allowance for doubtful accounts for the nine months ended June 30, 2023 was as follows:


(in millions)
Balance as of September 30, 2022	$	47.8
Provision for bad debts	6.9
Allowance charge-offs	(1.4)


Balance as of June 30, 2023	$	53.3

Note 6 – Physical Commodities Inventory

The Company’s inventories consist of finished physical commodities as shown below.


(in millions)	June 30, 2023		September 30, 2022
Physical Ag & Energy(1)	$	157.9	$	223.6
Precious metals - held by broker-dealer subsidiary	117.3		136.3
Precious metals - held by non-broker-dealer subsidiaries	169.5		153.6
Physical commodities inventory, net	$	444.7	$	513.5

(1) Physical Ag & Energy consists of agricultural commodity inventories, including corn, soybeans, wheat, dried distillers grain, canola, sorghum, coffee, cocoa, cotton, and others. Agricultural inventories have reliable, readily determinable and realizable market prices, have relatively insignificant costs of disposal and are available for immediate delivery. Physical Ag & Energy also includes energy related inventories, including primarily propane, gasoline, and kerosene. The Company records changes to these values in Cost of sales of physical commodities on the Condensed Consolidated Income Statements.

Note 7 – Goodwill

Goodwill allocated to the Company’s operating segments is as follows:


(in millions)	June 30, 2023		September 30, 2022
Commercial	$	33.8	$	32.6
Institutional	9.8		9.8
Retail	5.8		5.8
Global Payments	10.0		10.0
Total Goodwill	$	59.4	$	58.2

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Note 8 – Intangible Assets

The gross and net carrying values of intangible assets as of the balance sheet dates, by major intangible asset class are as follows (in millions):


	June 30, 2023						September 30, 2022
	Gross Amount		Accumulated Amortization		Net Amount		Gross Amount		Accumulated Amortization		Net Amount
Intangible assets subject to amortization
Trade/domain names	$	4.1	$	(2.2)	$	1.9	$	3.7	$	(1.6)	$	2.1
Software programs/platforms	28.6		(26.1)		2.5		28.3		(19.4)		8.9
Client and supplier base	38.3		(22.6)		15.7		29.5		(18.0)		11.5
Total intangible assets subject to amortization	71.0		(50.9)		20.1		61.5		(39.0)		22.5

Intangible assets not subject to amortization
Website domains	2.0		—		2.0		1.8		—		1.8
Business licenses	3.7		—		3.7		3.7		—		3.7
Total intangible assets not subject to amortization	5.7		—		5.7		5.5		—		5.5
Total intangible assets	$	76.7	$	(50.9)	$	25.8	$	67.0	$	(39.0)	$	28.0

Amortization expense related to intangible assets was $3.9 million and $3.6 million for the three months ended June 30, 2023 and 2022, respectively. Amortization expense related to intangible assets was $11.9 million and $11.0 million for the nine months ended June 30, 2023 and 2022, respectively.

As of June 30, 2023, the estimated future amortization expense was as follows:


(in millions)
Fiscal 2023 (remaining three months)	$	2.5
Fiscal 2024	6.8
Fiscal 2025	3.6
Fiscal 2026	2.8
Fiscal 2027 and thereafter	4.4
Total intangible assets subject to amortization	$	20.1

Note 9 – Credit Facilities

Committed Credit Facilities

The Company has four committed credit facilities, including a senior secured term loan, under which the Company and its subsidiaries may borrow up to $1,155.0 million, subject to the terms and conditions for these facilities. The amounts outstanding under these credit facilities carry variable rates of interest, thus approximating fair value. The Company’s committed credit facilities consist of the following:

•A first-lien senior secured syndicated loan facility is available to the Company for general working capital requirements and capital expenditures. This revolving credit facility was amended during the period to increase the amount available from $475.0 million to $500.0 million and extend the maturity to April 21, 2026.

•An unsecured syndicated committed line of credit under which $180.0 million is available to the Company’s wholly owned subsidiary, StoneX Financial Inc., to provide short-term funding of margin to commodity exchanges. The line of credit is subject to annual review and its continued availability is subject to StoneX Financial Inc.’s financial condition and operating results continuing to be satisfactory as set forth in the relevant agreement. This facility was amended during the nine months ended June 30, 2023 to increase the amount available from $75.0 million to $180.0 million and extend the maturity to December 11, 2023.

•A $400.0 million syndicated committed borrowing facility available to the Company’s wholly owned subsidiary, StoneX Commodity Solutions LLC, to finance commodity financing arrangements and commodity repurchase agreements. The facility is secured by the assets of StoneX Commodity Solutions LLC and guaranteed by the Company.

•An unsecured syndicated committed borrowing facility under which $75.0 million is available to the Company’s wholly owned subsidiary, StoneX Financial Ltd., for short-term funding of margin to commodity exchanges. This facility matures on October 14, 2023. The facility is guaranteed by the Company.

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Uncommitted Credit Facilities

The Company has access to certain uncommitted financing agreements that support its ordinary course securities and commodities inventories. The agreements are subject to certain borrowing terms and conditions.

Note Payable to Bank

In December 2020, the Company obtained a $9.0 million loan from a commercial bank, secured by equipment purchased with the proceeds. The note is payable in monthly installments, with the final payment due during December 2025. The note bears interest at a rate per annum equal to the Index rate, as defined in the agreement, plus 2.35%.

Senior Secured Notes

On June 11, 2020, the Company completed the issuance and sale of $350 million in aggregate principal amount of the Company’s 8.625% Senior Secured Notes due 2025 (the “Notes”) at the offering price of 98.5% of the aggregate principal amount. The Company used the proceeds from the issuance of the Notes to fund the consideration for the acquisition of Gain Capital Holdings, Inc., to pay acquisition related costs, and to fund the redemption of the amount of Gain’s notes outstanding at acquisition.

The Notes will mature on June 15, 2025. Interest on the Notes accrues at a rate of 8.625% per annum and is payable semiannually in arrears on June 15 and December 15 of each year, commencing on December 15, 2020. In connection with issuing the Notes, the Company incurred debt issuance costs of $9.5 million, which are being amortized over the term of the Notes under the effective interest method.

The following table sets forth a listing of credit facilities, the current committed amounts as of the report date on the facilities, and outstanding borrowings on the facilities, as well as indebtedness on a promissory note and the Notes as of the periods indicated:



(in millions)						Amounts Outstanding
	Borrower	Security	Renewal/Expiration Date	Total Commitment		June 30, 2023			September 30, 2022
Committed Credit Facilities

	Senior StoneX Group Inc. Committed Credit Facility - Revolving Line of Credit	(1)	April 21, 2026	$	500.0	$	230.0	(5)	$	260.0

	StoneX Financial Inc.	None	December 11, 2023	180.0		—		(5)	—
	StoneX Commodity Solutions LLC	Certain commodities assets	July 28, 2024	400.0		162.1		(5)	217.0
	StoneX Financial Ltd.	None	October 14, 2023	75.0		—		(5)	—
				$	1,155.0	$	392.1		$	477.0





	Uncommitted Credit Facilities	Various				22.9		(5)	—
	Note Payable to Bank	Certain equipment				7.6		(5)	8.1
	Senior Secured Notes	(2)				341.3		(3),(4)	339.1
Total outstanding borrowings						$	763.9		$	824.2

(1) The StoneX Group Inc. committed credit facility is secured by substantially all of the assets of StoneX Group Inc. and certain subsidiaries identified in the credit facility agreement as obligors, and pledged equity of certain subsidiaries identified in the credit facility as limited guarantors. The maturity date remains April 21, 2025 for one lender representing $42.5 million of the facility commitment.

(2) The Notes and the related guarantees are secured by liens on substantially all of the Company’s and the guarantors’ assets, subject to certain customary and other exceptions and permitted liens. The liens on the assets that secure the Notes and the related guarantees are contractually subordinated to the liens on the assets that secure the Company’s and the guarantors’ existing and future first lien secured indebtedness, including indebtedness under the Company’s senior committed credit facility.

(3) Amounts outstanding under the Notes are reported net of unamortized original issue discount of $6.6 million and $8.8 million, in the respective periods presented.

(4) Included in Senior secured borrowings, net on the Condensed Consolidated Balance Sheets.

(5) Included in Lenders under loans on the Condensed Consolidated Balance Sheets.

As reflected above, some of the Company’s committed credit facilities are scheduled to expire during the next twelve months following the quarterly period ended June 30, 2023. The Company intends to renew or replace the other facilities as they expire, and based on the Company’s liquidity position and capital structure, the Company believes it will be able to do so.

The Company’s credit facility agreements contain financial covenants relating to financial measures on a consolidated basis, as well as on a certain stand-alone subsidiary basis, including minimum tangible net worth, minimum regulatory capital, minimum

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net unencumbered liquid assets, maximum net loss, minimum fixed charge coverage ratio and maximum funded debt to net worth ratio. Failure to comply with these covenants could result in the debt becoming payable on demand. As of June 30, 2023, the Company was in compliance with all of its financial covenants under its credit facilities.

Note 10 – Securities and Commodity Financing Transactions

The Company’s repurchase agreements and securities borrowing and lending arrangements are generally recorded at cost in the Condensed Consolidated Balance Sheets, which is a reasonable approximation of their fair values due to their short-term nature. Secured borrowing and lending arrangements are entered into to obtain collateral necessary to effect settlement, finance inventory positions, meet customer needs or re-lend as part of our dealer operations. The fair value of securities loaned and borrowed is monitored daily compared with the related payable or receivable, and additional collateral or returning excess collateral is requested, as appropriate. These arrangements may serve to limit credit risk resulting from our transactions with our counterparties. Financial instruments are pledged as collateral under repurchase agreements, securities lending agreements and other secured arrangements, including clearing arrangements. Agreements with counterparties generally contain contractual provisions allowing counterparties the right to sell or repledge collateral. Either the Company or its counterparties may require additional collateral. All collateral is held by the Company or a custodian.

The following tables set forth the carrying value of repurchase agreements, and securities lending agreements by remaining contractual maturity (in millions):


	June 30, 2023
	Overnight and Open		Less than 30 Days		30-90 Days		Over 90 Days		Total
Securities sold under agreements to repurchase	$	11,141.4	$	557.9	$	69.1	$	45.0	$	11,813.4
Securities loaned	1,093.3		—		—		—		1,093.3
Gross amount of secured financing	$	12,234.7	$	557.9	$	69.1	$	45.0	$	12,906.7


	September 30, 2022
	Overnight and Open		Less than 30 Days		30-90 Days		Over 90 Days		Total
Securities sold under agreements to repurchase	$	3,664.7	$	2,279.1	$	186.3	$	3.4	$	6,133.5
Securities loaned	1,189.5		—		—		—		1,189.5
Gross amount of secured financing	$	4,854.2	$	2,279.1	$	186.3	$	3.4	$	7,323.0

Offsetting of Collateralized Transactions

The following table sets forth the carrying value of repurchase agreements and securities lending agreements by class of collateral pledged (in millions):


Securities sold under agreements to repurchase	June 30, 2023		September 30, 2022
U.S. Treasury obligations	$	6,169.3	$	1,311.0
U.S. government agency obligations	676.5		604.1
Asset-backed obligations	122.6		178.0
Agency mortgage-backed obligations	4,425.9		3,762.5
Foreign government obligations	130.6		97.2
Corporate bonds	288.5		180.7
Total securities sold under agreement to repurchase	$	11,813.4	$	6,133.5

Securities loaned
Equity securities	$	1,093.3	$	1,189.5
Total securities loaned	1,093.3		1,189.5
Gross amount of secured financing	$	12,906.7	$	7,323.0

The following tables provide the netting of securities purchased under agreements to resell, securities sold under agreements to repurchase, securities borrowed and securities loaned as of the periods indicated (in millions):

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	June 30, 2023
Offsetting of collateralized transactions:	Gross Amounts Recognized		Amounts Offset in the Condensed Consolidated Balance Sheet		Net Amounts Presented in the Condensed Consolidated Balance Sheet
Securities purchased under agreements to resell	$	9,425.9	$	(6,783.9)	$	2,642.0
Securities borrowed	$	1,094.3	$	—	$	1,094.3
Securities sold under agreements to repurchase	$	11,813.4	$	(6,783.9)	$	5,029.5
Securities loaned	$	1,093.3	$	—	$	1,093.3


	September 30, 2022
Offsetting of collateralized transactions:	Gross Amounts Recognized		Amounts Offset in the Condensed Consolidated Balance Sheet		Net Amounts Presented in the Condensed Consolidated Balance Sheet
Securities purchased under agreements to resell	$	4,609.9	$	(2,937.9)	$	1,672.0
Securities borrowed	$	1,209.8	$	—	$	1,209.8
Securities sold under agreements to repurchase	$	6,133.5	$	(2,937.9)	$	3,195.6
Securities loaned	$	1,189.5	$	—	$	1,189.5

The Company pledges securities owned as collateral in both tri-party and bilateral arrangements. Pledged securities under tri-party arrangements may not be repledged or sold by the Company’s counterparties, whereas bilaterally pledged securities may be. The approximate fair value of pledged securities that can be sold or repledged by the Company’s counterparties has been parenthetically disclosed on the Condensed Consolidated Balance Sheets.

The Company receives securities as collateral under reverse repurchase agreements, securities borrowed agreements, and margin securities held on behalf of counterparties. This collateral is used by the Company to cover financial instruments sold, not yet purchased; to obtain financing in the form of repurchase agreements; and to meet counterparties’ needs under lending arrangement and matched-booked trading strategies. Additional securities collateral is obtained as necessary to ensure such transactions are adequately collateralized. In many instances, the Company is permitted by contract to repledge the securities received as collateral, which may include pledges to cover collateral requirements for tri-party repurchase agreements.

The following table sets forth the carrying value of collateral pledged, received and repledged (in millions):


	June 30, 2023		September 30, 2022
Securities pledged or repledged to cover collateral requirements for tri-party arrangements	$	5,039.7	$	3,787.8
Securities received as collateral that may be repledged	$	10,636.0	$	5,836.1
Securities received as collateral that may be repledged covering securities sold short	$	2,149.1	$	1,615.3
Repledged securities borrowed and client securities held under custodial clearing arrangements to collateralize securities loaned agreements	$	1,084.3	$	1,146.0

Note 11 – Commitments and Contingencies

Contingencies

In November 2018, balances in approximately 300 client accounts of the FCM division of the Company’s wholly owned subsidiary, StoneX Financial Inc., declined below required maintenance margin levels and into deficit balances, primarily as a result of significant and unexpected price fluctuations in the natural gas markets. All positions in these accounts, which were managed by OptionSellers.com Inc. (“OptionSellers”), an independent Commodity Trading Advisor (“CTA”), were liquidated in accordance with StoneX Financial Inc.’s client agreements and obligations under market regulation standards.

A CTA is registered with the U.S. Commodity Futures Trading Commission (“CFTC”) and a member of, and subject to audit by, the National Futures Association (“NFA”). OptionSellers was registered under a CFTC Rule 4.7 exemption for providing services only to “qualified eligible persons,” which requires the account holders authorizing OptionSellers to act as their CTA to meet or exceed certain minimum financial requirements. OptionSellers, in its role as a CTA, had been granted by each of its clients full discretionary authority to manage the trading in the clients’ accounts, while StoneX Financial Inc. acted solely as the clearing firm in its role as the FCM.

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StoneX Financial Inc.’s client agreements hold account holders liable for all losses in their accounts and obligate the account holders to reimburse StoneX Financial Inc. for any deficits in their accounts. As of June 30, 2023, the receivable from these client accounts, net of collections and other allowable deductions, was $20.8 million, with no individual account receivable exceeding $1.4 million. As of June 30, 2023, the allowance against these uncollected balances was $6.6 million. The Company is pursuing collection of the uncollected balances through arbitration proceedings against the account holders. The Company will consider developments in these proceedings, and any other relevant matters, in determining whether any changes in the allowance against the uncollected balances are required.

In these and other arbitration proceedings, clients are seeking damages from StoneX Financial Inc. related to the trading losses in their accounts. During the nine months ended June 30, 2023, the Company reached privately negotiated settlements of a number of arbitration proceedings, pursuant to which in most cases the account holders agreed to pay all or a substantial portion of their outstanding deficit balances and in some cases the Company agreed to make certain payments to the account holders that are not material to the Company, individually or in the aggregate. The Company intends to continue vigorously pursuing claims through arbitration and settling cases in what the Company determines to be appropriate circumstances. The ultimate outcome of remaining arbitrations cannot presently be determined.

Depending on future collections and the outcomes of arbitration proceedings, any provisions for bad debts and actual losses may or may not be material to the Company’s financial results. However, the Company believes that the likelihood of a material adverse outcome is remote, and does not currently believe that any potential losses related to this matter would impact its ability to comply with its ongoing liquidity, capital, and regulatory requirements.

Legal Proceedings

From time to time and in the ordinary course of business, the Company is involved in various legal actions and proceedings, including tort claims, contractual disputes, employment matters, workers’ compensation claims and collections. The Company carries insurance that provides protection against certain types of claims, up to the relevant policy’s limits.

As of June 30, 2023 and September 30, 2022, the Condensed Consolidated Balance Sheets include loss contingency accruals which are not material, individually or in the aggregate, to the Company’s financial position or liquidity. In the opinion of management, possible exposure from loss contingencies in excess of the amounts accrued, is not likely to be material to the Company’s earnings, financial position or liquidity.

Other than the updates provided within Contingencies, above, there have been no material changes to the legal actions and proceedings compared to September 30, 2022.

Contractual Commitments

Self-Insurance

The Company self-insures its costs related to medical and dental claims. The Company is self-insured, up to a stop loss amount, for eligible participating employees and retirees, and for qualified dependent medical and dental claims, subject to deductibles and limitations. As of June 30, 2023, the Company had $1.6 million accrued for self-insured medical and dental claims included in Accounts payable and other accrued liabilities in the Condensed Consolidated Balance Sheet.

Note 12 – Accumulated Other Comprehensive Loss, Net

Comprehensive income consists of net income and other gains and losses affecting stockholders’ equity that, under U.S. GAAP, are excluded from net income. Other comprehensive income includes net actuarial losses from defined benefit pension plans, foreign currency translation adjustments, and cash flow hedge gains or losses. See notes 1 and 4 for additional information on cash flow hedges.

The following table summarizes the changes in accumulated other comprehensive loss, net for the nine months ended June 30, 2023.


(in millions)	Foreign Currency Translation Adjustment		Pension Benefits Adjustment		Cash Flow Hedge		Accumulated Other Comprehensive Loss, net
Balances as of September 30, 2022	$	(34.4)	$	(2.7)	$	(53.5)	$	(90.6)
Other comprehensive income, net of tax	15.5		—		31.6		47.1
Balances as of June 30, 2023	$	(18.9)	$	(2.7)	$	(21.9)	$	(43.5)

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Note 13 – Revenue from Contracts with Clients

The Company accounts for revenue earned from contracts with clients for services such as the execution, clearing, brokering, and custody of futures and options on futures contracts, OTC derivatives, and securities, investment management, and underwriting services in accordance with FASB ASC 606, Revenues from Contracts with Customers (Topic 606). Revenues for these services are recognized when the performance obligations related to the underlying transaction are completed.

Revenues are recognized when control of the promised goods or services are transferred to clients, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. Revenues are analyzed to determine whether the Company is the principal (i.e. reports revenue on a gross basis) or agent (i.e., reports revenues on a net basis) in the contract. Principal or agent designations depend primarily on the control an entity has over the good or service before control is transferred to a client. The indicators of which party exercises control include primary responsibility over performance obligations, inventory risk before the good or service is transferred, and discretion in establishing the price.

Topic 606 does not apply to revenues associated with dealing, or market-making, activities in financial instruments or contracts in the capacity of a principal, including derivative sales contracts which result in physical settlement and interest income.

Revenues within the scope of Topic 606 are presented within Commission and clearing fees and Consulting, management, and account fees on the Condensed Consolidated Income Statements. Revenues that are not within the scope of Topic 606 are presented within Sales of physical commodities, Principal gains, net, and Interest income on the Condensed Consolidated Income Statements.


	Three Months Ended June 30,				Nine Months Ended June 30,
(in millions)	2023		2022		2023		2022
Revenues from contracts with clients as a percentage of total revenues	6.5	%	4.5	%	6.4	%	5.5	%

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The following table represents a disaggregation of the Company’s total revenues separated between revenues from contracts with clients and other sources of revenue for the periods indicated.


	Three Months Ended June 30,				Nine Months Ended June 30,
(in millions)	2023		2022		2023		2022
Revenues from contracts with clients:
Commission and clearing fees:
Sales-based:
Exchange-traded futures and options	$	57.6	$	53.1	$	161.6	$	155.4
OTC derivative brokerage	2.0		4.0		10.1		13.3
Equities and fixed income	13.6		15.4		44.6		47.1
Mutual funds	0.7		1.0		2.2		3.4
Insurance and annuity products	2.0		2.2		6.5		7.4
Other	2.0		0.6		4.2		2.3
Total sales-based commission	77.9		76.3		229.2		228.9
Trailing:
Mutual funds	3.1		3.4		9.2		10.9
Insurance and annuity products	3.5		3.9		10.5		12.5
Total trailing commission	6.6		7.3		19.7		23.4

Clearing fees	38.6		38.8		114.6		115.8
Trade conversion fees	1.7		3.0		6.1		9.0
Other	2.0		1.5		5.9		4.5
Total commission and clearing fees	126.8		126.9		375.5		381.6
Consulting, management, and account fees:
Underwriting fees	0.2		0.1		0.5		0.4
Asset management fees	11.5		11.5		33.3		33.5
Advisory and consulting fees	8.4		8.2		26.1		23.2
Sweep program fees	12.3		2.5		36.6		3.5
Client account fees	4.0		3.8		11.5		11.8
Other	2.8		1.6		11.7		4.8
Total consulting, management, and account fees	39.2		27.7		119.7		77.2
Sales of physical commodities:
Precious metals sales	814.7		696.0		2,349.7		2,283.3
Total revenues from contracts with clients	$	980.7	$	850.6	$	2,844.9	$	2,742.1

Method of revenue recognition:
Point-in-time	$	941.9	$	821.1	$	2,729.2	$	2,658.5
Time elapsed	38.8		29.5		115.7		83.6
Total revenues from contracts with clients	980.7		850.6		2,844.9		2,742.1
Other sources of revenues
Physical precious metals trading	12,513.4		16,808.1		36,695.5		43,334.7
Physical agricultural and energy product trading	991.1		926.9		3,183.6		2,596.1
Principal gains, net	300.0		295.2		810.8		869.8
Interest income	262.7		50.1		685.7		112.3
Total revenues	$	15,047.9	$	18,930.9	$	44,220.5	$	49,655.0

Total revenues by primary geographic region:
United States	$	1,428.9	$	1,278.3	$	4,463.6	$	3,607.6
Europe	1,014.8		813.1		2,841.8		2,631.3
South America	65.9		21.7		184.6		63.0
Middle East and Asia	12,534.9		16,814.7		36,721.2		43,345.4
Other	3.4		3.1		9.3		7.7
Total revenues	$	15,047.9	$	18,930.9	$	44,220.5	$	49,655.0

Operating revenues by primary geographic region:
United States	$	559.6	$	354.7	$	1,588.0	$	1,023.3
Europe	145.1		125.8		352.1		364.8
South America	34.3		21.7		97.8		63.0
Middle East and Asia	34.4		23.5		88.9		65.3
Other	3.5		3.1		9.3		7.6
Total operating revenues	$	776.9	$	528.8	$	2,136.1	$	1,524.0

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The substantial majority of the Company’s performance obligations for revenues from contracts with clients are satisfied at a point in time and are typically collected from clients by debiting their accounts with the Company.

Commission and clearing fee revenue and consulting, management, and account fees revenue are primarily related to the Commercial, Institutional and Retail reportable segments. Principal gains, net are contributed by all of the Company’s reportable segments. Interest income is primarily related to the Commercial and Institutional reportable segments. Precious metals trading and agricultural and energy product trading revenues are primarily related to the Commercial reportable segment. Precious metals sales that are recognized on a point-in-time basis are included in the Retail and the Commercial reportable segments

Principal gains, net also includes dividend income on long equity positions and dividend expense on short equity positions, which are recognized on the ex-dividend date. The following table indicates the relevant income and expense:


	Three Months Ended June 30,				Nine Months Ended June 30,
(in millions)	2023		2022		2023		2022
Dividend income on long equity positions	$	10.2	$	31.6	$	27.5	$	119.1
Dividend expense on short equity positions	11.6		32.0		28.8		109.9
Dividend (loss)/income, net reported within Principal Gains, net	$	(1.4)	$	(0.4)	$	(1.3)	$	9.2

Remaining Performance Obligations

Remaining performance obligations are services that the Company has committed to perform in the future in connection with its contracts with clients. The Company’s remaining performance obligations are generally related to its risk management consulting and asset management contracts with clients. Revenues associated with remaining performance obligations related to these contracts with clients are not material to the overall consolidated results of the Company. For the Company’s asset management activities, where fees are calculated based on a percentage of the fair value of eligible assets in client’s accounts, future revenue associated with remaining performance obligations cannot be determined as such fees are subject to fluctuations in the fair value of eligible assets in clients’ accounts.

Note 14 – Other Expenses

Other expenses consisted of the following, for the periods indicated.


	Three Months Ended June 30,				Nine Months Ended June 30,
(in millions)	2023		2022		2023		2022
Non-income taxes	$	4.1	$	4.6	$	11.0	$	13.7
Insurance	2.5		2.8		8.2		8.2
Employee related expenses	2.1		2.9		8.0		6.9
Other direct business expenses	3.0		2.5		11.1		6.9
Membership fees	0.9		0.6		2.8		2.4
Director and public company expenses	0.5		0.3		1.5		1.3
Office expenses	0.5		0.4		1.4		1.2
Other expenses	1.8		1.7		6.1		4.0
Total other expenses	$	15.4	$	15.8	$	50.1	$	44.6

Note 15 – Income Taxes

The income tax provision for interim periods comprises income tax on ordinary income/(loss) figures provided at the most recent estimated annual effective income tax rate, adjusted for the income tax effect of discrete items. Management uses an estimated annual effective income tax rate based on the forecasted pretax income/(loss) and statutory tax rates in the various jurisdictions in which it operates. The Company’s effective income tax rate differs from the U.S. statutory income tax rate primarily due to state and local taxes, global intangible low taxed income (“GILTI”), and differing statutory tax rates applied to the income of non-U.S. subsidiaries. The Company records the tax effect of certain discrete items, including the effects of changes in tax laws, tax rates and adjustments with respect to valuation allowances or other unusual or nonrecurring tax adjustments, in the interim period in which they occur, as an addition to, or reduction from, the income tax provision, rather than being included in the estimated effective annual income tax rate. In addition, jurisdictions with a projected loss for the year or a year-to-date loss where no income tax benefit can be recognized are excluded from the estimated annual effective income tax rate.

Deferred income tax balances reflect the effects of temporary differences between the carrying amounts of assets and liabilities and their tax bases and are stated at enacted tax rates expected to be in effect when taxes are actually paid or recovered. The Company is required to assess its deferred tax assets and the need for a valuation allowance at each reporting period. This

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assessment requires judgment on the part of management with respect to benefits that may be realized. The Company will record a valuation allowance against deferred tax assets when it is considered more likely than not that all or a portion of the deferred tax assets will not be realized.

Current and Prior Period Tax Expense

Income tax expense of $25.0 million and $21.8 million for the three months ended June 30, 2023 and 2022, respectively, and income tax expense of $59.8 million and $56.0 million for the nine months ended June 30, 2023 and 2022, respectively, reflects estimated federal, foreign, state and local income taxes.

The Company’s effective tax rate was 26% and 31% for the three months ended June 30, 2023 and 2022, respectively. The effective tax rate was higher than the U.S. federal statutory rate of 21% due to U.S. state and local taxes, GILTI, U.S. and foreign permanent differences, and the amount of foreign earnings taxed at higher rates.

Note 16 – Regulatory Capital Requirements

The Company’s activities are subject to significant governmental regulation, both in the U.S. and in the international jurisdictions in which it operates. Subsidiaries of the Company were in compliance with all of their regulatory requirements as of June 30, 2023. The following table details those subsidiaries with minimum regulatory requirements in excess of $10.0 million along with the actual balance maintained as of that date.


(in millions)		As of June 30, 2023
Subsidiary	Regulatory Authority	Actual		Minimum Requirement
StoneX Financial Inc.	SEC and CFTC	$	364.4	$	214.1
StoneX Financial Ltd.	Financial Conduct Authority (“FCA”)	$	492.6	$	358.0
Gain Capital Group, LLC	CFTC and NFA	$	50.4	$	29.3
StoneX Financial Pte. Ltd.	Monetary Authority of Singapore ("MAS")	$	70.9	$	22.1
StoneX Markets LLC	CFTC and NFA	$	221.0	$	123.7

Certain other subsidiaries of the Company, typically with a minimum requirement less than $10.0 million, are also subject to net capital requirements promulgated by authorities in the countries in which they operate. As of June 30, 2023, all of the Company’s subsidiaries were in compliance with their local regulatory requirements.

Note 17 - Acquisitions

Cotton Distributors Inc.

On October 31, 2022, the Company’s wholly owned subsidiary, StoneX Netherlands B.V., acquired CDI-Societe Cotonniere De Distribution S.A (“CDI”), based in Switzerland. CDI operates a global cotton merchant business with clients and producers in Brazil and West Africa as well as buyers throughout Asia. The purchase price is approximately $42.7 million, which is based on CDI’s estimated acquisition date tangible book value as defined by the terms of the purchase agreement and based on Swiss accounting practices, and an earn-out payment due to the seller. The earn-out value is determined by CDI’s performance with respect to certain contracts entered into before the acquisition date and settling after the closing date.

During the three months ended June 30, 2023, CDI contributed $11.7 million of Net operating revenue and $7.2 million of Net income. During the nine months ended June 30, 2023, CDI contributed $24.0 million of Net operating revenue and $12.3 million of Net income.

The measurement period for the CDI acquisition remains open as the Company finalizes certain valuation calculations related to intangible assets, net tangible asset value adjustments, the fair values of forward contracts and other derivatives, as well as the earn-out due to the seller. The gain on acquisition was principally due to the fair value of commodity forward purchases and sales contracts and fair value of identified intangible assets acquired exceeding the consideration paid for these assets.

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(in millions)	Fair Value
Cash and cash equivalents	$	8.2

Deposits with and receivables from broker-dealers, clearing organizations, and counterparties	7.7
Receivables from clients, net	51.9
Financial instruments owned, at fair value	45.7
Deferred income taxes, net	(3.3)
Property and equipment, net	0.1

Physical commodities inventory, net	22.5
Other assets	6.7
Total fair value of tangible assets acquired	139.5

Accounts payable and other accrued liabilities	40.0
Financial instruments sold, not yet purchased, at fair value	28.3
Payables to lenders under loans	10.1

Payable to broker-dealers, clearing organizations, and counterparties	0.4
Payable to clients	2.6
Income taxes payable	0.8

Total fair value of tangible liabilities assumed	82.2
Fair value of tangible net assets acquired	$	57.3

Identifiable intangible assets acquired
Client relationships	$	4.7
Supplier relationships	3.7
Trade name	0.4
Non-compete	0.1
Total fair value of intangible assets acquired	8.9
Fair value of identifiable net assets acquired	66.2
Total merger consideration	42.7
Gain on acquisition	$	23.5

Incomm S.A.S.

On February 3, 2023, the Company’s subsidiary StoneX Commodity Solutions LLC executed a sale and purchase agreement to acquire all of the outstanding shares of Incomm S.A.S. (“Incomm”), a company duly incorporated and in existence according with the laws of Colombia. This transaction was effective on the closing date of February 3, 2023. Incomm was established to support the import of grain and feed products for Colombian clients, and is a proven resource in management of customs clearing, inventory management at destination ports and providing non-recourse trade finance for destination buyers via local Colombian banks.

The purchase price consists of $0.2 million of cash consideration and also includes a contingent earn-out valued at approximately $1.3 million with annual payments over the four years following the acquisition. The contingent earn-out payments are variable in nature, as they equal a percentage of the acquired business line’s pre-tax profits, as defined in the purchase agreement. The business activities of Incomm will be assigned to the Company’s Commercial reportable segment. The acquisition generated $1.3 million of Goodwill.

Note 18 – Segment Analysis

The Company’s operating segments are principally based on the nature of the clients we serve (commercial, institutional, and retail), and a fourth operating segment, its global payments business. The Company manages its business in this manner due to its large global footprint, in which it has approximately 4,000 employees allowing it to serve clients in more than 180 countries.

The Company’s business activities are managed as operating segments and organized into reportable segments as follows:

•Commercial

•Institutional

•Retail

•Global Payments

Commercial

The Company offers commercial clients a comprehensive array of products and services, including risk management and hedging services, execution and clearing of exchange-traded and OTC products, voice brokerage, market intelligence and

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physical trading, as well as commodity financing and logistics services. The ability to provide these high-value-added products and services differentiates the Company from its competitors and maximizes the opportunity to retain clients.

Institutional

The Company provides institutional clients with a complete suite of equity trading services to help them find liquidity with best execution, consistent liquidity across a robust array of fixed income products, competitive and efficient clearing and execution in all major futures and securities exchanges globally, as well as prime brokerage in equities and major foreign currency pairs and swap transactions. In addition, the Company originates, structures and places debt instruments in the international and domestic capital markets. These instruments include asset-backed securities (primarily in Argentina) and domestic municipal securities.

Retail

The Company provides retail clients around the world access to over 18,000 global financial markets, including spot foreign exchange ("forex"), both financial trading and physical investment in precious metals, as well as contracts for difference (“CFDs”), which are investment products with returns linked to the performance of underlying assets. In addition, its independent wealth management business offers a comprehensive product suite to retail investors in the U.S.

Global Payments

The Company provides customized foreign exchange and treasury services to banks and commercial businesses, as well as charities and non-governmental organizations and government organizations. The Company provides transparent pricing and offers payments services in more than 185 countries and 140 currencies, which it believes is more than any other payments solution provider.

********

The total revenues reported combine gross revenues from physical contracts for subsidiaries that are not broker-dealers and net revenues for all other businesses. In order to reflect the way that the Company’s management views the results, the table below also reflects the segment contribution to ‘operating revenues’, which is shown on the face of the consolidated income statements and which is calculated by deducting physical commodities cost of sales from total revenues.

Segment data includes the profitability measure of net contribution by segment. Net contribution is one of the key measures used by management to assess the performance of each segment and for decisions regarding the allocation of the Company’s resources. Net contribution is calculated as revenue less direct cost of sales, transaction-based clearing expenses, variable compensation, introducing broker commissions, and interest expense. Variable compensation paid to risk management consultants/traders generally represents a fixed percentage of revenues generated, and in some cases, revenues generated less transaction-based clearing expenses, base salaries and an overhead allocation.

Segment data also includes segment income which is calculated as net contribution less non-variable direct expenses of the segment. These non-variable direct expenses include trader base compensation and benefits, operational employee compensation and benefits, communication and data services, business development, professional fees, bad debt expense and other direct expenses.

Inter-segment revenues, expenses, receivables and payables are eliminated upon consolidation.

Total revenues, operating revenues and net operating revenues shown as “Corporate Unallocated” primarily consist of interest income from its centralized corporate treasury function. In the normal course of operations, the Company operates a centralized corporate treasury function in which it may sweep excess cash from certain subsidiaries, where permitted within regulatory limitations, in exchange for a short-term interest bearing intercompany payable, or provide excess cash to subsidiaries in exchange for a short-term interest bearing intercompany receivable in lieu of the subsidiary borrowing on external credit facilities. The intercompany receivables and payables are eliminated during consolidation; however, this practice may impact reported total assets between segments.

Net costs not allocated to operating segments include costs and expenses of certain shared services such as information technology, accounting and treasury, credit and risk, legal and compliance, and human resources and other activities.

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Information for the reportable segments is shown in accordance with the Segment Reporting Topic of the ASC as follows:


	Three Months Ended June 30,				Nine Months Ended June 30,
(in millions)	2023		2022		2023		2022
Total revenues:
Commercial	$	14,444.5	$	18,368.7	$	42,188.7	$	47,984.8
Institutional	381.1		209.1		1,087.1		573.2
Retail	170.7		312.1		791.5		978.0
Global Payments	53.2		44.3		158.4		127.7
Corporate Unallocated	8.6		2.9		23.9		6.9
Eliminations	(10.2)		(6.2)		(29.1)		(15.6)
Total	$	15,047.9	$	18,930.9	$	44,220.5	$	49,655.0
Operating revenues:
Commercial	$	252.7	$	170.2	$	655.2	$	506.9
Institutional	381.1		209.1		1,087.1		573.2
Retail	91.5		108.5		240.6		324.9
Global Payments	53.2		44.3		158.4		127.7
Corporate Unallocated	8.6		2.9		23.9		6.9
Eliminations	(10.2)		(6.2)		(29.1)		(15.6)
Total	$	776.9	$	528.8	$	2,136.1	$	1,524.0
Net operating revenues (loss):
Commercial	$	213.6	$	141.9	$	551.4	$	427.4
Institutional	120.3		126.4		401.4		352.1
Retail	65.1		77.9		159.8		229.5
Global Payments	51.0		41.4		151.7		120.6
Corporate Unallocated	(14.1)		(13.5)		(47.0)		(41.4)
Total	$	435.9	$	374.1	$	1,217.3	$	1,088.2
Net contribution:
(Revenues less cost of sales of physical commodities, transaction-based clearing expenses, variable compensation, introducing broker commissions and interest expense)
Commercial	$	156.9	$	101.9	$	413.5	$	302.2
Institutional	81.7		74.7		265.6		214.4
Retail	60.3		71.7		147.9		212.4
Global Payments	41.9		33.6		122.1		97.6
Total	$	340.8	$	281.9	$	949.1	$	826.6
Segment income:
(Net contribution less non-variable direct segment costs)
Commercial	$	117.0	$	72.5	$	302.7	$	208.1
Institutional	45.1		47.7		162.9		129.6
Retail	17.2		26.3		17.8		95.2
Global Payments	28.6		24.6		76.8		73.0
Total	$	207.9	$	171.1	$	560.2	$	505.9
Reconciliation of segment income to income before tax:
Segment income	$	207.9	$	171.1	$	560.2	$	505.9
Net costs not allocated to operating segments	(113.4)		(100.2)		(336.1)		(295.1)
Gain on acquisition	—		—		23.5		—
Income before tax	$	94.5	$	70.9	$	247.6	$	210.8

(in millions)	As of June 30, 2023		As of September 30, 2022
Total assets:
Commercial	$	5,036.6	$	5,931.0
Institutional	14,594.1		11,687.1
Retail	1,022.2		971.2
Global Payments	555.1		524.0
Corporate Unallocated	725.1		746.3
Total	$	21,933.1	$	19,859.6

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

Throughout this document, unless the context otherwise requires, the terms “Company”, “we”, “us” and “our” refer to StoneX Group Inc. and its consolidated subsidiaries.

The following discussion and analysis should be read in conjunction with the condensed consolidated financial statements and notes thereto appearing elsewhere in this report. This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements involve known and unknown risks and uncertainties, many of which are beyond the control of the Company, including adverse changes in economic, political and market conditions, losses from our market-making and trading activities arising from counterparty failures and changes in market conditions, the loss of key personnel, the impact of increasing competition, the impact of changes in government regulation, the possibility of liabilities arising from violations of foreign, United States (“U.S.”) federal and U.S. state securities laws, the impact of changes in technology in the securities and commodities trading industries and the potential impact of the coronavirus (“COVID-19”) pandemic on our business, operations, results of operations, financial condition, workforce or the operations or decisions of our clients, suppliers or business customers. Although we believe that our forward-looking statements are based upon reasonable assumptions regarding our business and future market conditions, there can be no assurances that our actual results will not differ materially from any results expressed or implied by our forward-looking statements. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. We caution readers that any forward-looking statements are not guarantees of future performance.

Overview

We operate a global financial services network that connects companies, organizations, traders and investors to the global market ecosystem through a unique blend of digital platforms, end-to-end clearing and execution services, high touch service and deep expertise. We strive to be the one trusted partner to our clients, providing our network, product and services to allow them to pursue trading opportunities, manage their market risks, make investments and improve their business performance. Our businesses are supported by our global infrastructure of regulated operating subsidiaries, our advanced technology platform and our team of approximately 4,000 employees as of June 30, 2023. We believe our client-first approach differentiates us from large banking institutions, engenders trust and has enabled us to establish leadership positions in a number of complex fields in financial markets around the world. For additional information, see Overview of Business and Strategy within Item 1. Business section of our Annual Report on Form 10-K for the fiscal year ended September 30, 2022.

We report our operating segments based primarily on the nature of the clients we serve (commercial, institutional, and retail), and a fourth operating segment, our global payments business. See Segment Information for a listing of business activities performed within our reportable segments.

Executive Summary

In the third quarter of fiscal 2023, we benefited from the effect of heightened commodity volatility and the resulting increase in client activity, which drove strong growth in over-the-counter (“OTC”) and physical contract operating revenues. In addition, we experienced strong growth in interest and fee income earned on client balances compared to the prior year period, as a result of the impact of the significant increase in short-term interest rates.

Operating revenues increased $248.1 million, or 47%, to $776.9 million in the three months ended June 30, 2023 compared to $528.8 million in the three months ended June 30, 2022, led by our Institutional segment, which added $172.0 million compared to the three months ended June 30, 2022. In addition, our Commercial and Global Payments segments added $82.5 million and $8.9 million, respectively, compared to the three months ended June 30, 2022. Operating revenues in our Retail segment declined $17.0 million compared to the three months ended June 30, 2022.

Net operating revenues increased $61.8 million to $435.9 million in the three months ended June 30, 2023 compared to $374.1 million in the three months ended June 30, 2022. Our Commercial and Global Payment segments added $71.7 million and $9.6 million, respectively, compared to the three months ended June 30, 2022. Net operating revenues in our Retail and Institutional segments declined $12.8 million and $6.1 million, respectively, compared to the three months ended June 30, 2022.

Interest and fee income on client balances increased $70.7 million, or 329%, to $92.2 million in the three months ended June 30, 2023 compared to the three months ended June 30, 2022, principally driven by the significant increase in short-term interest rates. Average client equity increased $0.3 billion, or 5%, to $6.5 billion, while average money-market/FDIC sweep balances declined 32% to $1.3 billion in the three months ended June 30, 2023 compared to the three months ended June 30, 2022. The interest expense attributable to client balances on deposit increased $31.6 million, to $34.0 million in the three months ended June 30, 2023 compared to $2.4 million in the three months ended June 30, 2022.

Overall segment income increased $36.8 million, or 22%, to $207.9 million in the three months ended June 30, 2023 compared to $171.1 million in the three months ended June 30, 2022.

Segment income in our Commercial segment increased $44.5 million compared to the three months ended June 30, 2022, principally as a result of strong growth in interest/fees earned on client balances, as well as in operating revenues derived from OTC derivative and physical contracts in the three months ended June 30, 2023 compared to the three months ended June 30, 2022. This growth was partially offset by a $10.5 million increase in non-variable direct expenses compared to the three months ended June 30, 2022.

Segment income in our Institutional segment decreased $2.6 million in the three months ended June 30, 2023 compared to the three months ended June 30, 2022. This decline primarily resulted from a $6.1 million decrease in net operating revenues, as well as a $9.6 million increase in non-variable direct expenses. These negative variances were partially offset by a $13.1 million decline in variable compensation.

Segment income in our Retail segment declined $9.1 million, in the three months ended June 30, 2023 compared to the three months ended June 30, 2022. This decline principally resulted from a 21% decline in operating revenues derived from FX/Contracts for Difference (“CFD”) contracts, which was driven by a 25% decline in FX/CFD contract volumes compared to the three months ended June 30, 2022. The decline in operating revenues was partially offset by a $2.3 million decline in non-variable direct expenses as well as a $1.4 million decline in variable compensation compared to the three months ended June 30, 2022.

Segment income in our Global Payments segment increased $4.0 million in the three months ended June 30, 2023 compared to the three months ended June 30, 2022. This increase was primarily driven by a 20% increase in operating revenues as a result of a 21% increase in Global Payments RPM compared to the three months ended June 30, 2022. This increase was partially offset by a $4.3 million increase in non-variable direct expenses compared to the three months ended June 30, 2022.

Interest expense related to corporate funding purposes increased $4.2 million to $14.9 million in the three months ended June 30, 2023 compared to $10.7 million in the three months ended June 30, 2022, principally due to higher short-term interest rates and an increase in average borrowings.

On the expense side, we continue to focus on maintaining our variable cost model and limiting the growth of our non-variable expenses. To that end, variable expenses were 54% of total expenses in the three months ended June 30, 2023 compared to 57% in the three months ended June 30, 2022. Non-variable expenses, excluding bad debts, increased $24.6 million, period-over-period, principally due to higher fixed compensation and benefits, as well as increases in trading systems and market information, depreciation and amortization and travel and business development. Bad debts, net of recoveries increased $7.0 million compared to the three months ended June 30, 2022.

Our net income increased $20.4 million to $69.5 million in the three months ended June 30, 2023 compared to $49.1 million in the three months ended June 30, 2022. Diluted earnings per share were $3.25 for the three months ended June 30, 2023 compared to $2.37 in the three months ended June 30, 2022.

Selected Summary Financial Information

Results of Operations

Our total revenues, as reported, combine gross revenues for the physical commodities business and net revenues for all other businesses. Management believes that operating revenues, which deduct the cost of sales of physical commodities from total revenues, is a more useful financial measure with which to assess our results of operations. The table below sets forth our operating revenues, as well as other key financial measures, for the periods indicated.

Financial Information (Unaudited)


	Three Months Ended June 30,					Nine Months Ended June 30,
(in millions)	2023		2022		% Change	2023		2022		% Change
Revenues:
Sales of physical commodities	$	14,319.2	$	18,431.0	(22)%	$	42,228.8	$	48,214.1	(12)%
Principal gains, net	300.0		295.2		2%	810.8		869.8		(7)%
Commission and clearing fees	126.8		126.9		—%	375.5		381.6		(2)%
Consulting, management, and account fees	39.2		27.7		42%	119.7		77.2		55%
Interest income	262.7		50.1		424%	685.7		112.3		511%
Total revenues	15,047.9		18,930.9		(21)%	44,220.5		49,655.0		(11)%
Cost of sales of physical commodities	14,271.0		18,402.1		(22)%	42,084.4		48,131.0		(13)%
Operating revenues	776.9		528.8		47%	2,136.1		1,524.0		40%
Transaction-based clearing expenses	66.7		74.7		(11)%	203.2		222.1		(9)%
Introducing broker commissions	43.4		41.2		5%	122.4		122.7		—%
Interest expense	216.0		28.1		669%	549.0		57.9		848%
Interest expense on corporate funding	14.9		10.7		39%	44.2		33.1		34%
Net operating revenues	435.9		374.1		17%	1,217.3		1,088.2		12%
Compensation and benefits	226.6		202.2		12%	658.1		584.3		13%
Bad debts, net of recoveries	6.3		(0.7)		n/m	10.0		11.4		(12)%
Other expenses	108.5		101.7		7%	325.1		288.1		13%
Total compensation and other expenses	341.4		303.2		13%	993.2		883.8		12%
Gain on acquisition and other gain	—		—		—%	23.5		6.4		267%
Income before tax	94.5		70.9		33%	247.6		210.8		17%
Income tax expense	25.0		21.8		15%	59.8		56.0		7%
Net income	$	69.5	$	49.1	42%	$	187.8	$	154.8	21%

Balance Sheet information:						June 30, 2023		June 30, 2022		% Change
Total assets						$	21,933.1	$	19,408.8	13%
Payables to lenders under loans						$	422.6	$	508.2	(17)%
Senior secured borrowings, net						$	341.3	$	338.9	1%
Stockholders’ equity						$	1,329.9	$	1,047.3	27%

The tables below display operating revenues disaggregated across the key products we provide to our clients and select operating data and metrics used by management in evaluating our performance, for the periods indicated.


All $ amounts are U.S. dollar or U.S. dollar equivalents	Three Months Ended June 30,					Nine Months Ended June 30,
	2023		2022		% Change	2023		2022		% Change
Operating Revenues (in millions):
Listed derivatives	$	107.6	$	106.1	1%	$	317.9	$	329.7	(4)%
Over-the-counter (“OTC”) derivatives	71.9		50.2		43%	172.3		159.3		8%
Securities	272.4		154.6		76%	755.7		428.6		76%
FX / Contracts For Difference (“CFD”) contracts	72.1		86.8		(17)%	182.7		257.9		(29)%
Global payments	52.7		42.8		23%	155.4		124.2		25%
Physical contracts	81.0		50.8		59%	194.8		132.4		47%
Interest / fees earned on client balances	92.2		21.5		329%	281.8		40.2		601%
Other	28.6		19.3		48%	80.7		60.4		34%
Corporate Unallocated	8.6		2.9		197%	23.9		6.9		246%
Eliminations	(10.2)		(6.2)		65%	(29.1)		(15.6)		87%
	$	776.9	$	528.8	47%	$	2,136.1	$	1,524.0	40%

Volumes and Other Select Data (all $ amounts are U.S. dollar or U.S. dollar equivalents):
Listed derivatives (contracts, 000’s)	39,044		41,049		(5)%	120,831		119,796		1%
Listed derivatives, average rate per contract (1)	$	2.62	$	2.41	9%	$	2.47	$	2.60	(5)%
Average client equity - listed derivatives (millions)	$	6,459	$	6,145	5%	$	7,301	$	5,362	36%
OTC derivatives (contracts, 000’s)	1,063		730		46%	2,638		2,231		18%
OTC derivatives, average rate per contract	$	67.75	$	69.16	(2)%	$	65.73	$	71.64	(8)%
Securities average daily volume (“ADV”) (millions)	$	5,378	$	4,054	33%	$	5,121	$	3,412	50%
Securities rate per million (“RPM”) (2)	$	262	$	462	(43)%	$	314	$	511	(39)%
Average money market / FDIC sweep client balances (millions)	$	1,269	$	1,863	(32)%	$	1,393	$	1,730	(19)%
FX / CFD contracts ADV (millions)	$	10,513	$	13,147	(20)%	$	12,278	$	13,615	(10)%
FX / CFD contracts RPM	$	107	$	102	5%	$	79	$	98	(19)%
Global Payments ADV (millions)	$	65	$	66	(2)%	$	68	$	61	11%
Global Payments RPM	$	12,907	$	10,652	21%	$	12,049	$	10,952	10%


(1)			Give-up fees, as well as cash and voice brokerage revenues are excluded from the calculation of listed derivatives, average rate per contract.
(2)			Interest expense associated with our fixed income activities is deducted from operating revenues in the calculation of Securities RPM, while interest income related to securities lending is excluded.

Operating Revenues

Three Months Ended June 30, 2023 Compared to Three Months Ended June 30, 2022

Operating revenues increased $248.1 million, or 47%, to $776.9 million in the three months ended June 30, 2023 compared to $528.8 million in the three months ended June 30, 2022.

Operating revenues derived from listed derivatives increased $1.5 million, or 1%, to $107.6 million in the three months ended June 30, 2023 compared to $106.1 million in the three months ended June 30, 2022. This increase was principally due to an 9% increase in the average rate per contract, partially offset by a 5% decline in listed derivative contract volumes compared to the three months ended June 30, 2022.

Operating revenues derived from OTC derivatives increased $21.7 million, or 43%, to $71.9 million in the three months ended June 30, 2023 compared to $50.2 million in the three months ended June 30, 2022. This was the result of a 46% increase in OTC derivative contract volumes, partially offset by a 2% decline in the average rate per contract compared to the three months ended June 30, 2022.

Operating revenues derived from securities transactions increased $117.8 million, or 76%, to $272.4 million in the three months ended June 30, 2023 compared to $154.6 million in the three months ended June 30, 2022. This increase was principally due to a 33% increase in ADV, as well as a significant increase in interest rates. Carried interest on fixed income securities is a component of operating revenues, however interest expense associated with financing these positions is not. As a result of the significant increase in short-term rates, we amended our calculation of the securities RPM, in the table above, to present the RPM after deducting from operating revenues the interest expense associated with our fixed income activities. Net operating revenues derived from securities transactions decreased $26.4 million, or 27%, to $70.1 million in the three months ended June 30, 2023 compared to $96.5 million in the three months ended June 30, 2022. This decline was principally due to a 43% decline in the RPM resulting from the tightening of spreads and a change in product mix.

Operating revenues derived from FX/CFD contracts declined $14.7 million, or 17%, to $72.1 million in the three months ended June 30, 2023 compared to $86.8 million in the three months ended June 30, 2022, principally due to a 20% decline in the FX/CFD contracts ADV, partially offset by a 5% increase in the FX/CFD RPM.

Operating revenues from global payments increased $9.9 million, or 23%, to $52.7 million in the three months ended June 30, 2023 compared to $42.8 million in the three months ended June 30, 2022, principally driven by a 21% increase in the RPM, partially offset by a 2% decrease in the ADV.

Operating revenues derived from physical contracts increased $30.2 million, or 59%, to $81.0 million in the three months ended June 30, 2023 compared to $50.8 million in the three months ended June 30, 2022. This increase was principally due to strong growth in our physical agricultural and energy business as a result of increased activity in biodiesel feedstock markets as well the acquisition of CDI, effective October 31, 2022.

Interest and fee income earned on client balances, which is associated with our listed and OTC derivatives, correspondent clearing, and independent wealth management product offerings, increased $70.7 million, or 329%, to $92.2 million in the three months ended June 30, 2023 compared to $21.5 million in the three months ended June 30, 2022. This was principally driven by a significant increase in short-term interest rates.

Nine Months Ended June 30, 2023 Compared to Nine Months Ended June 30, 2022

Operating revenues increased $612.1 million, or 40%, to $2,136.1 million in the nine months ended June 30, 2023 compared to $1,524.0 million in the nine months ended June 30, 2022. The table above displays operating revenues disaggregated across the key products we provide to our clients.

Operating revenues from listed derivatives declined $11.8 million, or 4%, to $317.9 million in the nine months ended June 30, 2023 compared to $329.7 million in the nine months ended June 30, 2022, principally resulting from a 5% decline in the average rate per contract, partially offset by a 1% increase in listed derivative contract volumes.

Operating revenues in OTC derivatives increased $13.0 million, or 8%, to $172.3 million in the nine months ended June 30, 2023 compared to $159.3 million in the nine months ended June 30, 2022. This growth was principally driven by an 18% increase OTC contract volumes, partially offset by an 8% decline in the average rate per contract.

Operating revenue from securities transactions increased $327.1 million, or 76%, to $755.7 million in the nine months ended June 30, 2023 compared to $428.6 million in the nine months ended June 30, 2022. This increase was principally due to a 50% increase in securities ADV, as well as a significant increase in interest rates. Carried interest on fixed income securities is a component of operating revenues, however interest expense associated with financing these positions is not. As a result of the significant increase in short-term interest rates, we have amended our calculation of securities RPM, in the table above, to present the RPM after deducting from operating revenues the interest expense associated with our fixed income activities. Net operating revenues derived from securities transactions decreased $25.4 million, or 9%, to $247.7 million in the nine months ended June 30, 2023 compared to $273.1 million in the three months ended June 30, 2022. This decline principally resulted from the 39% decline in RPM principally due to a tightening of spreads and a change in product mix.

Operating revenues from FX/CFD contracts declined $75.2 million, or 29%, to $182.7 million in the nine months ended June 30, 2023 compared to $257.9 million in the nine months ended June 30, 2022, principally as a result of a 19% decline in FX/CFD contracts RPM, as well as a 10% decline in FX/CFD contracts ADV.

Operating revenues from global payments increased by $31.2 million, or 25%, to $155.4 million in the nine months ended June 30, 2023 compared to $124.2 million in the nine months ended June 30, 2022, principally as a result of an 11% increase in ADV, as well as a 10% increase in payments RPM.

Operating revenues from physical contracts increased $62.4 million, or 47%, to $194.8 million in the nine months ended June 30, 2023 compared to $132.4 million in the nine months ended June 30, 2022, principally due to increased client activity in agricultural and energy commodities, including the acquisition of CDI, effective October 31, 2022, as well as continued client demand for precious metals.

Interest and fee income earned on client balances, which is associated with our listed and OTC derivative businesses, as well as our correspondent clearing and independent wealth management businesses, increased $241.6 million, or 601%, to $281.8 million in the nine months ended June 30, 2023 compared to $40.2 million in the nine months ended June 30, 2022, principally as a result of the impact of the significant increase in short-term interest rates, as well as a 36% increase in average client equity, which was partially offset by a 19% decline in average money market/FDIC sweep client balances.

Interest and Transactional Expenses

Three Months Ended June 30, 2023 Compared to Three Months Ended June 30, 2022

Transaction-based clearing expenses


	Three Months Ended June 30,
	2023		2022		$ Change		% Change
Transaction-based clearing expenses	$	66.7	$	74.7	$	(8.0)	(11)%
Percentage of operating revenues	9%		14%

The decrease in transaction-based clearing expense was principally due to lower fees in the Equity Capital Markets business, which related to lower ADR conversion and short-rebate fees, lower fees in the Retail Forex business, which related to decreased FX/CFD ADV, lower fees in the Exchange-Traded Futures & Options business, principally related to a decrease in contracts traded, and lower fees in the Global Payments business. These decreases were partially offset by higher fees in the Debt Capital Markets business due to an increase in the ADV, and higher fees across all the businesses within our Commercial segment, principally due to higher contract volumes. The decline in the percentage of operating revenues was principally due to the significant increase in interest income, which has no corresponding transaction-based clearing expense element.

Introducing broker commissions


	Three Months Ended June 30,
	2023		2022		$ Change		% Change
Introducing broker commissions	$	43.4	$	41.2	$	2.2	5%
Percentage of operating revenues	6%		8%

The increase in introducing broker commission expense was principally due to higher expense in our Financial Ag and Energy business, due to product mix traded, and higher costs in our Asset Management business, as well as incremental expense from the CDI acquisition, effective October 31, 2022. These increases were partially offset by lower revenues within our Retail Forex and Independent Wealth Management businesses, resulting in lower costs, and lower expense in our Exchange-Traded Futures & Options business, principally related to a decrease in contracts traded. The decline in the percentage of operating revenues was principally due to the significant increase in interest income.

Interest expense


	Three Months Ended June 30,
	2023		2022		$ Change		% Change
Interest expense attributable to:
Trading activities:
Institutional dealer in fixed income securities	$	156.4	$	11.5	$	144.9	1,260	%
Securities borrowing	11.4		5.7		5.7		100	%
Client balances on deposit	34.0		2.4		31.6		1,317	%
Short-term financing facilities of subsidiaries and other direct interest of operating segments	14.2		8.5		5.7		67	%
	216.0		28.1		187.9		669	%
Corporate funding	14.9		10.7		4.2		39	%
Total interest expense	$	230.9	$	38.8	$	192.1	495	%

The increase in interest expense attributable to trading activities was principally due to the effect of the significant increase in short-term interest rates, most notably in our fixed income business, as well as an increase in client balances on which we pay interest.

The increase in interest expense attributable to corporate funding was principally due to higher short-term interest rates on our revolving credit facility as well as an increase in average borrowings.

Nine Months Ended June 30, 2023 Compared to Nine Months Ended June 30, 2022

Transaction-based clearing expenses


	Nine Months Ended June 30,
	2023			2022			$ Change		% Change
Transaction-based clearing expenses	$	203.2		$	222.1		$	(18.9)	(9)	%
Percentage of operating revenues	10		%	15		%

The decrease in transaction-based clearing expense was principally due to lower fees in the Equity Capital Markets business, related to lower ADR conversion and short-rebate fees, lower fees in the Retail Forex business, which related to decreased FX/CFD ADV, lower fees in the Exchange-Traded Futures & Options business, principally related to a decrease in contracts traded, and lower fees in the Global Payments business. These decreases were partially offset by higher fees in the Debt Capital Markets business due to an increase in the ADV. The decline in the percentage of operating revenues was principally due to the significant increase in interest income.

Introducing broker commissions


	Nine Months Ended June 30,
	2023			2022			$ Change		% Change
Introducing broker commissions	$	122.4		$	122.7		$	(0.3)	—	%
Percentage of operating revenues	6		%	8		%

Introducing broker commission expense was relatively unchanged period-over-period. Decreased expenses are principally due to lower revenues within our Independent Wealth Management and Retail Forex businesses, were partially offset by higher costs in our Asset Management, Financial Ag and Energy and Global Payments businesses as well as incremental expense from the CDI acquisition, effective October 31, 2022. The decline in the percentage of operating revenues was principally due to the significant increase in interest income.

Interest expense


	Nine Months Ended June 30,
	2023		2022		$ Change		% Change
Interest expense attributable to:
Trading activities:
Institutional dealer in fixed income securities	$	372.1	$	16.4	$	355.7	2,169	%
Securities borrowing	27.6		16.3		11.3		69	%
Client balances on deposit	107.7		3.4		104.3		3,068	%
Short-term financing facilities of subsidiaries and other direct interest of operating segments	41.6		21.8		19.8		91	%
	549.0		57.9		491.1		848	%
Corporate funding	44.2		33.1		11.1		34	%
Total interest expense	$	593.2	$	91.0	$	502.2	552	%

The increase in interest expense attributable to trading activities was principally due to an increase in short-term interest rates, an increase in ADV in our fixed income business, an increase in client balances on which we pay interest.

Net Operating Revenues

Net operating revenues is one of the key measures used by management to assess operating segment performance. Net operating revenue is calculated as operating revenue less transaction-based clearing expenses, introducing broker commissions and interest expense. Transaction-based clearing expenses represent variable expenses paid to executing brokers, exchanges, clearing organizations and banks in relation to our transactional volumes. Introducing broker commissions include commission paid to non-employee third parties that have introduced clients to us. Net operating revenues represent revenues available to pay variable compensation to risk management consultants and traders and direct non-variable expenses, as well as variable and non-variable expenses of operational and administrative employees, including our executive management team.

The table below presents a disaggregation of consolidated net operating revenues used by management in evaluating our performance, for the periods indicated:


	Three Months Ended June 30,					Nine Months Ended June 30,
	2023		2022		% Change	2023		2022		% Change
Net Operating Revenues (in millions):
Listed derivatives	$	49.8	$	49.4	1%	$	152.0	$	162.3	(6)%
OTC derivatives	71.9		50.2		43%	172.2		159.3		8%
Securities	70.1		96.5		(27)%	247.7		273.1		(9)%
FX / CFD contracts	64.3		74.8		(14)%	153.2		221.7		(31)%
Global Payments	50.6		39.9		27%	148.8		117.1		27%
Physical contracts	69.3		44.9		54%	164.0		117.2		40%
Interest, net / fees earned on client balances	57.9		18.7		210%	175.6		35.3		397%
Other	16.1		13.2		22%	50.8		43.6		17%
Corporate Unallocated	(14.1)		(13.5)		4%	(47.0)		(41.4)		14%
	$	435.9	$	374.1	17%	$	1,217.3	$	1,088.2	12%

Compensation and Other Expenses

The following table shows a summary of expenses, other than interest and transactional expenses.


	Three Months Ended June 30,					Nine Months Ended June 30,
(in millions)	2023		2022		% Change	2023		2022		% Change
Compensation and benefits:
Variable compensation and benefits	$	130.5	$	123.9	5%	$	370.8	$	348.4	6%
Fixed compensation and benefits	96.1		78.3		23%	287.3		235.9		22%
	226.6		202.2		12%	658.1		584.3		13%
Other expenses:
Trading systems and market information	19.4		16.0		21%	54.9		49.0		12%
Professional fees	13.9		13.2		5%	41.1		38.9		6%
Non-trading technology and support	13.7		12.9		6%	44.7		38.7		16%
Occupancy and equipment rental	10.0		9.2		9%	29.5		26.7		10%
Selling and marketing	13.7		16.0		(14)%	40.8		41.3		(1)%
Travel and business development	6.2		4.9		27%	17.7		10.8		64%
Communications	2.4		2.0		20%	6.7		6.0		12%
Depreciation and amortization	13.8		11.7		18%	39.6		32.1		23%
Bad debts, net of recoveries	6.3		(0.7)		n/m	10.0		11.4		(12)%
Other	15.4		15.8		(3)%	50.1		44.6		12%
	114.8		101.0		14%	335.1		299.5		12%
Total compensation and other expenses	$	341.4	$	303.2	13%	$	993.2	$	883.8	12%

Three Months Ended June 30, 2023 Compared to Three Months Ended June 30, 2022

Compensation and Other Expenses: Compensation and other expenses increased $38.2 million, or 13%, to $341.4 million in the three months ended June 30, 2023 compared to $303.2 million in the three months ended June 30, 2022.

Compensation and Benefits:


	Three Months Ended June 30,
(in millions)	2023		2022		$ Change		% Change
Compensation and benefits:
Variable compensation and benefits
Front office	$	108.6	$	104.7	$	3.9	4%
Administrative, executive, and centralized and local operations	21.9		19.2		2.7		14%
Total variable compensation and benefits	130.5		123.9		6.6		5%
Variable compensation and benefits as a percentage of net operating revenues	30%		33%

Fixed compensation and benefits:
Non-variable salaries	68.7		57.5		11.2		19%
Employee benefits and other compensation, excluding share-based compensation	21.0		16.3		4.7		29%
Share-based compensation	6.4		4.5		1.9		42%
Total fixed compensation and benefits	96.1		78.3		17.8		23%
Total compensation and benefits	226.6		202.2		24.4		12%
Total compensation and benefits as a percentage of operating revenues	29%		38%
Number of employees, end of period	3,972		3,484		488		14%

Non-variable salaries increased principally due to the increase in headcount resulting from expanding capabilities among our business lines, as well as the growth in our operational and overhead departments supporting our business growth, as well as the impact of annual merit increases.

Employee benefits and other compensation, excluding share-based compensation, increased principally due to higher payroll taxes, benefits, and retirement costs. Share-based compensation, which contains stock option and restricted stock expense, increased principally due to higher employee participation in the Company’s restricted stock plan.

Other Expenses: Other non-compensation expenses increased $13.8 million, or 14%, to $114.8 million in the three months ended June 30, 2023 compared to $101.0 million in the three months ended June 30, 2022.

Trading systems and market information increased $3.4 million, principally due to higher market information costs in the Debt Capital Markets, Retail Forex and Financial Ag & Energy businesses, partially offset by lower trading system costs.

Travel and business development increased $1.3 million, principally due to higher transportation and lodging costs across several business lines following periods of reduced travel.

Depreciation and amortization increased $2.1 million, principally due to the incremental depreciation expense from internally developed software placed into service, as well as higher amortization of intangibles acquired.

Bad debts, net of recoveries increased $7.0 million over the prior year. During the three months ended June 30, 2023, bad debts, net of recoveries were $6.3 million, principally related to bad debt expense of $4.5 million of client receivable in the Physical Ag & Energy business, $1.5 million of client trading account deficits in our Retail Forex business, and $0.4 million in client trading account deficits in our Financial Ag & Energy business. During the three months ended June 30, 2022, we recorded net recoveries of bad debts of $0.7 million, principally due to to net recoveries of $0.4 million in the Precious Metals business within our Commercial segment. Additionally, we recorded recoveries of $0.6 million of bad debt expense within the Institutional segment, including $0.5 million of client receivables in the Equity Capital Markets business and $0.1 million in client trading account deficits in the Exchange-Traded Futures and Options business.

Provision for Taxes: The effective income tax rate was 26% and 31% in the three months ended June 30, 2023 and 2022, respectively. The effective tax rate was higher than the U.S. federal statutory rate of 21% due to U.S. state and local taxes, GILTI, U.S. and foreign permanent differences, and the amount of foreign earnings taxed at higher rates.

Nine Months Ended June 30, 2023 Compared to Nine Months Ended June 30, 2022

Compensation and Other Expenses: Compensation and other expenses increased $109.4 million, or 12%, to $993.2 million in the nine months ended June 30, 2023 compared to $883.8 million in the nine months ended June 30, 2022.

Compensation and Benefits:


	Nine Months Ended June 30,
(in millions)	2023			2022			$ Change		% Change
Compensation and benefits:
Variable compensation and benefits
Front office	$	313.0		$	300.9		$	12.1	4	%
Administrative, executive, and centralized and local operations	57.8			47.5			10.3		22	%
Total variable compensation and benefits	370.8			348.4			22.4		6	%
Variable compensation and benefits as a percentage of net operating revenues	30		%	32		%

Fixed compensation and benefits:
Non-variable salaries	196.6			166.5			30.1		18	%
Employee benefits and other compensation, excluding share-based compensation	69.4			56.6			12.8		23	%
Share-based compensation	21.3			12.8			8.5		66	%
Total fixed compensation and benefits	287.3			235.9			51.4		22	%
Total compensation and benefits	$	658.1		$	584.3		$	73.8	13	%
Total compensation and benefits as a percentage of operating revenues	31		%	38		%
Number of employees, end of period	3,972			3,484			488		14	%

Employee benefits and other compensation, excluding share-based compensation, increased principally related to higher severance, payroll taxes, benefits, and retirement costs. During the nine months ended June 30, 2023, severance costs were $13.4 million, principally related to a reorganization within the Global Payments business. During the nine months ended June 30, 2022, severance costs were $1.4 million. Partially offsetting the increases was an increase in employee-elected deferred incentive, which is exchanged for restricted stock that will be amortized over a thirty-six month period following the grant date. Share-based compensation, which contains stock option and restricted stock expense, increased principally due to higher employee participation in the Company’s restricted stock plan, as well as from $3.3 million in accelerated share-based compensation for employee departures that are related to retirements and certain business reorganizations during the nine months ended June 30, 2023.

Other Expenses: Other non-compensation expenses increased $35.6 million, or 12%, to $335.1 million in the nine months ended June 30, 2023 compared to $299.5 million in the nine months ended June 30, 2022.

Trading systems and market information costs increased $5.9 million, principally due to higher market information costs in the Debt Capital Markets and Retail Forex businesses.

Non-trading technology and support increased $6.0 million, principally due to higher non-trading software maintenance and support costs related to various IT systems.

Travel and business development increased $6.9 million, principally due to higher transportation and lodging costs across all business lines and support departments following periods of reduced travel.

Depreciation and amortization increased $7.5 million, principally due to the incremental depreciation expense from internally developed software placed into service, as well as higher amortization on leasehold improvements and intangibles acquired.

Other expenses increased $5.5 million, principally due to an increase in non-variable direct business costs and non-compensation employee based expenses, certain litigation settlement matters and banking fees, partially offset by lower non-income taxes and lower contingent acquisition related expense.

Bad debt expense, net of recoveries decreased $1.4 million over the prior year. During the nine months ended June 30, 2023, bad debt expense, net of recovery was $10.0 million, principally related to bad debt expense of $7.6 million of client receivables in the Physical Ag & Energy business, $2.3 million of client trading account deficits in our Retail segment, and $0.4 million in client trading account deficits in our Financial Ag & Energy business. During the nine months ended June 30, 2022, bad debt expense, net of recoveries was $11.4 million, principally related to client trading account deficits in our Commercial, Institutional, and Retail segments of $8.8 million, $1.6 million, and $1.0 million, respectively.

Gain on Acquisition and Other Gain: The results of the nine months ended June 30, 2023 include a nonrecurring gain of $23.5 million related to the acquisition of CDI. The results of the nine months ended June 30, 2022 included a nonrecurring gain of $6.4 million related to a foreign exchange antitrust class action settlement received in March 2022.

Provision for Taxes: Our effective income tax rate was 24% and 27% for nine months ended June 30, 2023 and 2022, respectively. The gain on acquisition of $23.5 million in the nine months ended June 30, 2023 was not taxable and reduced the effective income tax rate 2.0%.

The effective income tax rate for the nine months ended June 30, 2023 and 2022 was higher than the U.S. federal statutory rate of 21% due to U.S. state and local taxes, changes in valuation allowances, U.K. bank tax, U.S. permanent differences, and the amount of foreign earnings taxed at higher tax rates.

Variable vs. Fixed Expenses

The table below sets forth our variable expenses and non-variable expenses as a percentage of total non-interest expenses for the periods indicated.


	Three Months Ended June 30,						Nine Months Ended June 30,
(in millions)	2023		% of Total	2022		% of Total	2023		% of Total	2022		% of Total
Variable compensation and benefits	$	130.5	29%	$	123.9	29%	$	370.8	28%	$	348.4	28%
Transaction-based clearing expenses	66.7		15%	74.7		18%	203.2		15%	222.1		19%
Introducing broker commissions	43.4		10%	41.2		10%	122.4		9%	122.7		10%
Total variable expenses	240.6		54%	239.8		57%	696.4		52%	693.2		57%
Fixed compensation and benefits	96.1		21%	78.3		19%	287.3		22%	235.9		19%
Other fixed expenses	108.5		24%	101.7		24%	325.1		25%	288.1		23%
Bad debts, net of recoveries	6.3		1%	(0.7)		—%	10.0		1%	11.4		1%
Total non-variable expenses	210.9		46%	179.3		43%	622.4		48%	535.4		43%
Total non-interest expenses	$	451.5	100%	$	419.1	100%	$	1,318.8	100%	$	1,228.6	100%

Our variable expenses include variable compensation paid to traders and risk management consultants, bonuses paid to operational, administrative, and executive employees, transaction-based clearing expenses and introducing broker commissions. We seek to make our non-interest expenses variable to the greatest extent possible, and to keep our fixed costs as low as possible.

Segment Information

Our operating segments are based principally on the nature of the clients we serve (commercial, institutional, and retail), and a fourth operating segment, our global payments business. We manage our business in this manner due to our large global footprint, in which we have approximately 4,000 employees allowing us to serve clients in more than 180 countries.

Our business activities are managed as operating segments and organized into reportable segments as shown below.

StoneX Group Inc.

Commercial

Institutional

Retail

Global Payments

Primary Activities:

Financial Ag
& Energy

Equity Capital
Markets

Retail Forex

Global Payments

Physical Ag
& Energy

Debt Capital
Markets

Retail Precious Metals

Payment Technology
Services

Precious Metals

FX Prime Brokerage

Independent
Wealth Management

Exchange-Traded
Futures & Options

Correspondent
Clearing

Operating revenues, net operating revenues, net contribution and segment income are some of the key measures used by management to assess the performance of each segment and for decisions regarding the allocation of our resources. Operating revenues are calculated as total revenues less cost of sales of physical commodities.

Net operating revenues are calculated as operating revenues less transaction-based clearing expenses, introducing broker commissions and interest expense.

Net contribution is calculated as net operating revenues less variable compensation. Variable compensation paid to risk management consultants and traders generally represents a fixed percentage that can vary by revenue type. This fixed percentage is applied to revenues generated, and in some cases, revenues generated less transaction-based clearing expenses, base salaries and other expenses/allocations.

Segment income is calculated as net contribution less non-variable direct segment costs. These non-variable direct expenses include trader base compensation and benefits, operational charges, trading systems and market information, professional fees, travel and business development, communications, bad debts, trade errors and direct marketing expenses.

Total Segment Results

The following table shows summary information concerning all of our business segments combined.


	Three Months Ended June 30,						Nine Months Ended June 30,
(in millions)	2023		% of Operating Revenues	2022		% of Operating Revenues	2023		% of Operating Revenues	2022		% of Operating Revenues
Revenues:
Sales of physical commodities	$	14,319.2		$	18,431.0		$	42,228.8		$	48,214.1
Principal gains, net	302.6			295.2			811.9			869.8
Commission and clearing fees	127.2			127.3			376.9			382.8
Consulting, management, and account fees	39.1			26.9			117.0			74.6
Interest income	261.4			53.8			691.1			122.4
Total revenues	15,049.5			18,934.2			44,225.7			49,663.7
Cost of sales of physical commodities	14,271.0			18,402.1			42,084.4			48,131.0
Operating revenues	778.5		100%	532.1		100%	2,141.3		100%	1,532.7		100%
Transaction-based clearing expenses	66.7		9%	74.9		14%	203.2		9%	221.2		14%
Introducing broker commissions	43.4		6%	41.2		8%	122.4		6%	122.9		8%
Interest expense	218.4		28%	28.4		5%	551.4		26%	59.0		4%
Net operating revenues	450.0			387.6			1,264.3			1,129.6
Variable direct compensation and benefits	109.2		14%	105.7		20%	315.2		15%	303.0		20%
Net contribution	340.8			281.9			949.1			826.6
Fixed compensation and benefits	52.6			45.0			158.7			130.5
Other fixed expenses	74.0			66.5			220.2			185.2
Bad debts, net of recoveries	6.3			(0.7)			10.0			11.4
Total non-variable direct expenses	132.9		17%	110.8		21%	388.9		18%	327.1		21%
Other gain	—			—			—			6.4
Segment income	$	207.9		$	171.1		$	560.2		$	505.9

Three Months Ended June 30, 2023 Compared to Three Months Ended June 30, 2022

Net contribution for all of our business segments increased $58.9 million, or 21%, to $340.8 million in the three months ended June 30, 2023 compared to $281.9 million in the three months ended June 30, 2022. Segment income increased $36.8 million, or 22%, to $207.9 million in the three months ended June 30, 2023 compared to $171.1 million in the three months ended June 30, 2022.

Nine Months Ended June 30, 2023 Compared to Nine Months Ended June 30, 2022

Net contribution for all of our business segments increased $122.5 million, or 15%, to $949.1 million in the nine months ended June 30, 2023 compared to $826.6 million in the nine months ended June 30, 2022. Segment income increased $54.3 million, or 11%, to $560.2 million in the nine months ended June 30, 2023 compared to $505.9 million in the nine months ended June 30, 2022.

Commercial

We offer our commercial clients a comprehensive array of products and services, including risk management and hedging services, execution and clearing exchange-traded and OTC products, voice brokerage, market intelligence and physical trading, as well as commodity financing and logistics services. We believe providing these high-value-added products and services differentiates us from our competitors and maximizes our opportunity to retain our clients.

The tables below present the financial performance, a disaggregation of operating revenues, and select operating data and metrics used by management in evaluating the performance of the Commercial segment, for the periods indicated.


	Three Months Ended June 30,					Nine Months Ended June 30,
(in millions)	2023		2022		% Change	2023		2022		% Change
Revenues:
Sales of physical commodities	$	14,240.1	$	18,224.3	(22)%	$	41,668.8	$	47,551.9	(12)%
Principal gains, net	109.5		84.4		30%	254.1		260.2		(2)%
Commission and clearing fees	50.0		41.9		19%	133.3		129.9		3%
Consulting, management and account fees	6.9		5.8		19%	19.8		16.2		22%
Interest income	38.0		12.3		209%	112.7		26.6		324%
Total revenues	14,444.5		18,368.7		(21)%	42,188.7		47,984.8		(12)%
Cost of sales of physical commodities	14,191.8		18,198.5		(22)%	41,533.5		47,477.9		(13)%
Operating revenues	252.7		170.2		48%	655.2		506.9		29%
Transaction-based clearing expenses	16.3		14.8		10%	44.1		42.3		4%
Introducing broker commissions	12.0		8.4		43%	29.4		24.2		21%
Interest expense	10.8		5.1		112%	30.3		13.0		133%
Net operating revenues	213.6		141.9		51%	551.4		427.4		29%
Variable direct compensation and benefits	56.7		40.0		42%	137.9		125.2		10%
Net contribution	156.9		101.9		54%	413.5		302.2		37%
Fixed compensation and benefits	16.0		13.0		23%	46.0		37.6		22%
Other fixed expenses	18.9		16.8		13%	56.9		47.7		19%
Bad debts, net of recoveries	5.0		(0.4)		n/m	7.9		8.8		(10)%
Non-variable direct expenses	39.9		29.4		36%	110.8		94.1		18%
Segment income	$	117.0	$	72.5	61%	$	302.7	$	208.1	45%


	Three Months Ended June 30,					Nine Months Ended June 30,
(in millions)	2023		2022		% Change	2023		2022		% Change
Operating revenues (in millions):
Listed derivatives	$	62.2	$	56.9	9%	$	177.0	$	187.6	(6)%
OTC derivatives	71.9		50.2		43%	172.3		159.3		8%
Physical contracts	77.0		46.1		67%	182.6		120.7		51%
Interest / fees earned on client balances	35.0		11.4		207%	104.5		23.1		352%
Other	6.6		5.6		18%	18.8		16.2		16%
	$	252.7	$	170.2	48%	$	655.2	$	506.9	29%

Select data (all $ amounts are U.S. dollar or U.S. dollar equivalents):
Listed derivatives (contracts, 000’s)	9,021		7,482		21%	25,532		22,986		11%
Listed derivatives, average rate per contract (1)	$	6.58	$	7.26	(9)%	$	6.62	$	7.75	(15)%
Average client equity - listed derivatives (millions)	$	1,815	$	2,585	(30)%	$	1,974	$	2,104	(6)%
OTC derivatives (contracts, 000’s)	1,063		730		46%	2,638		2,231		18%
OTC derivatives, average rate per contract	$	67.75	$	69.16	(2)%	$	65.73	$	71.64	(8)%

(1)

Give-up fees, as well as cash and voice brokerage revenues are excluded from the calculation of listed derivatives, average rate per contract.

Three Months Ended June 30, 2023 Compared to Three Months Ended June 30, 2022

Operating revenues increased $82.5 million, or 48%, to $252.7 million in the three months ended June 30, 2023 compared to $170.2 million in the three months ended June 30, 2022. Net operating revenues increased $71.7 million, or 51%, to $213.6 million in the three months ended June 30, 2023 compared to $141.9 million in the three months ended June 30, 2022.

Operating revenues derived from listed derivatives increased $5.3 million, or 9%, to $62.2 million in the three months ended June 30, 2023 compared to $56.9 million in the three months ended June 30, 2022. This increase was principally due to a 21% increase in overall listed derivatives contract volumes, primarily in agricultural commodity markets, compared to the prior year period. This increase was partially offset by a 9% decline in the average rate per contract as the prior year period experienced wider spreads in LME markets related to the Russian invasion of Ukraine and the resulting effect on base metal commodity prices.

Operating revenues derived from OTC derivatives increased $21.7 million, or 43%, to $71.9 million in the three months ended June 30, 2023 compared to $50.2 million in the three months ended June 30, 2022. This increase was principally due to a 46% increase in OTC derivative volumes compared to the three months ended June 30, 2022, primarily in agricultural markets, most notably in Brazil. This increase was partially offset by a 2% decline in the average rate per contract compared to the prior year period.

Operating revenues derived from physical contracts increased $30.9 million, or 67%, to $77.0 million in the three months ended June 30, 2023 compared to $46.1 million in the three months ended June 30, 2022. This increase was principally due to a $29.4 million increase in operating revenues in our physical agricultural and energy business as a result of increased activity in biodiesel feedstock markets as well the acquisition of CDI, effective October 31, 2022.

Interest and fee income earned on client balances increased $23.6 million, or 207%, to $35.0 million in the three months ended June 30, 2023 compared to $11.4 million in the three months ended June 30, 2022 as a result of a significant increase in short-term interest rates, which was partially offset by a 30% decline in average client equity to $1,815 million in the three months ended June 30, 2023.

Variable expenses, excluding interest, expressed as a percentage of operating revenues declined to 34% in the three months ended June 30, 2023 compared to 37% in the three months ended June 30, 2022, primarily as a result of the increase in interest/fees earned on client balances, which is generally not a component of variable compensation.

Segment income increased $44.5 million, or 61%, to $117.0 million in the three months ended June 30, 2023 compared to $72.5 million in the three months ended June 30, 2022, principally due to the growth in operating revenues, which was partially offset by a $10.5 million increase in non-variable direct expenses. The increase in non-variable direct expenses was principally driven by a $5.4 million increase in bad debts, net of recoveries, as well as a $3.0 million increase in fixed compensation and benefits compared to the three months ended June 30, 2022.

Nine Months Ended June 30, 2023 Compared to Nine Months Ended June 30, 2022

Operating revenues increased $148.3 million, or 29%, to $655.2 million in the nine months ended June 30, 2023 compared to $506.9 million in the nine months ended June 30, 2022. Net operating revenues increased $124.0 million, or 29%, to $551.4 million in the nine months ended June 30, 2023 compared to $427.4 million in the nine months ended June 30, 2022.

Operating revenues derived from listed derivatives declined $10.6 million, or 6%, to $177.0 million in the nine months ended June 30, 2023 compared to $187.6 million in the nine months ended June 30, 2022. This decline was principally driven by a 15% decline in the average rate per contract as the prior year period experienced wider spreads in LME markets related to the Russian invasion of Ukraine and the resulting effect on base metal commodity prices. This decline was partially offset by a 11% increase in listed derivative contract volumes compared to the prior year period.

Operating revenues derived from OTC transactions increased $13.0 million, or 8%, to $172.3 million in the nine months ended June 30, 2023 compared to $159.3 million in the nine months ended June 30, 2022. This increase was principally driven by an 18% increase in OTC volumes, which was partially offset by an 8% decline in the average rate per contract as compared to the prior year.

Operating revenues derived from physical transactions increased $61.9 million, or 51%, to $182.6 million in the nine months ended June 30, 2023 compared to $120.7 million in the nine months ended June 30, 2022, principally due to increased client activity in agricultural and energy commodities, including the acquisition of CDI, effective October 31, 2022, as well as continued client demand for precious metals.

Interest and fee income earned on client balances increased $81.4 million, or 352%, to $104.5 million in the nine months ended June 30, 2023 compared to $23.1 million in the nine months ended June 30, 2022, as a result of a significant increase in short-term interest rates, which was partially offset by a 6% decrease in average client equity to $1,974 million in the nine months ended June 30, 2023.

Variable expenses, excluding interest, expressed as a percentage of operating revenues declined to 32% in the nine months ended June 30, 2023 compared to 38% in the nine months ended June 30, 2022, primarily as the result of the increase in interest/fees earned on client balances, which is generally not a component of variable compensation.

Segment income increased $94.6 million, or 45%, to $302.7 million in the nine months ended June 30, 2023 compared to $208.1 million in the nine months ended June 30, 2022, principally due to the growth in operating revenues which was partially offset by a $16.7 million increase in non-variable direct expenses. The increase in non-variable direct expenses was primarily due to a $8.4 million increase in fixed compensation and benefits, a $1.8 million increase in selling and marketing, a $2.1 million increase in travel and business development and a $1.8 million increase in depreciation and amortization. These increases were partially offset by a $0.9 million decline in bad debts, net of recoveries.

Institutional

We provide institutional clients with a complete suite of equity trading services to help them find liquidity with best execution, consistent liquidity across a robust array of fixed income products, competitive and efficient clearing and execution in all major futures and securities exchanges globally as well as prime brokerage in equities and major foreign currency pairs and swap transactions. In addition, we originate, structure and place debt instruments in the international and domestic capital markets. These instruments include asset-backed securities (primarily in Argentina) and domestic municipal securities.


	Three Months Ended June 30,					Nine Months Ended June 30,
(in millions)	2023		2022		% Change	2023		2022		% Change
Revenues:
Sales of physical commodities	$	—	$	—	n/m	$	—	$	—	n/m
Principal gains, net	82.8		89.3		(7)%	273.1		252.6		8%
Commission and clearing fees	63.6		71.8		(11)%	204.0		208.8		(2)%
Consulting, management and account fees	18.4		7.5		145%	54.0		17.8		203%
Interest income	216.3		40.5		434%	556.0		94.0		491%
Total revenues	381.1		209.1		82%	1,087.1		573.2		90%
Cost of sales of physical commodities	—		—		n/m	—		—		n/m
Operating revenues	381.1		209.1		82%	1,087.1		573.2		90%
Transaction-based clearing expenses	45.8		51.1		(10)%	141.1		152.6		(8)%
Introducing broker commissions	9.1		8.6		6%	27.8		24.0		16%
Interest expense	205.9		23.0		795%	516.8		44.5		1,061%
Net operating revenues	120.3		126.4		(5)%	401.4		352.1		14%
Variable direct compensation and benefits	38.6		51.7		(25)%	135.8		137.7		(1)%
Net contribution	81.7		74.7		9%	265.6		214.4		24%
Fixed compensation and benefits	15.4		13.0		18%	44.2		37.9		17%
Other fixed expenses	21.4		14.6		47%	58.7		45.3		30%
Bad debts, net of recoveries	(0.2)		(0.6)		(67)%	(0.2)		1.6		n/m
Non-variable direct expenses	36.6		27.0		36%	102.7		84.8		21%
Segment income	$	45.1	$	47.7	(5)%	$	162.9	$	129.6	26%


	Three Months Ended June 30,					Nine Months Ended June 30,
(in millions)	2023		2022		% Change	2023		2022		% Change
Operating revenues (in millions):
Listed derivatives	$	45.4	$	49.2	(8)%	$	140.9	$	142.1	(1)%

Securities	249.0		131.1		90%	688.8		353.9		95%
FX contracts	9.5		7.9		20%	28.0		22.1		27%
Interest / fees earned on client balances	56.5		9.4		501%	175.0		16.0		994%
Other	20.7		11.5		80%	54.4		39.1		39%
	$	381.1	$	209.1	82%	$	1,087.1	$	573.2	90%

Select data (all $ amounts are U.S. dollar or U.S. dollar equivalents):
Listed derivatives (contracts, 000’s)	30,023		33,567		(11)%	95,299		96,809		(2)%
Listed derivatives, average rate per contract (1)	$	1.43	$	1.33	8%	$	1.36	$	1.38	(1)%
Average client equity - listed derivatives (millions)	$	4,645	$	3,560	30%	$	5,327	$	3,258	64%
Securities ADV (millions)	$	5,378	$	4,054	33%	$	5,121	$	3,412	50%
Securities RPM (2)	$	262	$	462	(43)%	$	314	$	511	(39)%
Average money market / FDIC sweep client balances (millions)	$	1,269	$	1,863	(32)%	$	1,393	$	1,730	(19)%
FX contracts ADV ( millions)	$	3,612	$	3,898	(7)%	$	4,520	$	4,000	13%
FX contracts RPM	$	42	$	32	31%	$	33	$	28	18%


(1)			Give-up fee revenues are excluded from the calculation of listed derivatives, average rate per contract.
(2)			Interest expense associated with our fixed income activities is deducted from operating revenues in the calculation of Securities RPM, while interest income related to securities lending is excluded.

Three Months Ended June 30, 2023 Compared to Three Months Ended June 30, 2022

Operating revenues increased $172.0 million, or 82%, to $381.1 million in the three months ended June 30, 2023 compared to $209.1 million in the three months ended June 30, 2022. Net operating revenues decreased $6.1 million, or 5%, to $120.3 million in the three months ended June 30, 2023 compared to $126.4 million in the three months ended June 30, 2022.

Operating revenues derived from listed derivatives declined $3.8 million, or 8%, to $45.4 million in the three months ended June 30, 2023 compared to $49.2 million in the three months ended June 30, 2022, principally due to an 11% decline in listed derivative contract volumes, partially offset by an 8% increase in the average rate per contract.

Operating revenues derived from securities transactions increased $117.9 million, or 90%, to $249.0 million in the three months ended June 30, 2023 compared to $131.1 million in the three months ended June 30, 2022. The ADV of securities traded increased 33%, principally driven by increased client activity in both equity and fixed income markets. Carried interest on fixed income securities is a component of operating revenues, however interest expense associated with financing these positions is not. As a result of the significant increase in short-term interest rates, we have amended our calculation of Securities RPM, in the table above, to present the RPM after deducting from operating revenues the interest expense associated with our fixed income activities. The securities RPM decreased 43% in the three months ended June 30, 2023 compared to the three months ended June 30, 2022, principally due to a tightening of spreads and a change in product mix.

Operating revenues derived from FX contracts increased $1.6 million, or 20%, to $9.5 million in the three months ended June 30, 2023 compared to $7.9 million in the three months ended June 30, 2022, primarily driven by a 31% increase in the FX contract RPM, partially offset by a 7% decline in the ADV of FX contracts.

Interest and fee income earned on client balances, which is associated with our listed derivative and correspondent clearing businesses increased $47.1 million, to $56.5 million in the three months ended June 30, 2023, principally driven by a significant increase in short-term interest rates, as well as an increase in average client equity compared to the prior year period.

As a result of the increase in short-term interest rates and the increase in ADV, interest expense increased $182.9 million, to $205.9 million in the three months ended June 30, 2023 compared to $23.0 million in the three months ended June 30, 2022, with interest expense directly associated with serving as an institutional dealer in fixed income securities increasing $144.9 million, interest paid to clients increasing $28.1 million, and interest expense directly attributable to securities lending activities increasing $5.7 million compared to the prior year period.

Variable expenses, excluding interest, expressed as a percentage of operating revenues declined to 25% in the three months ended June 30, 2023 compared to 53% in the three months ended June 30, 2022, primarily as the result of the increase in interest/fees earned on client balances, which is generally not a component of variable compensation.

Segment income decreased $2.6 million, or 5%, to $45.1 million in the three months ended June 30, 2023 compared to $47.7 million in the three months ended June 30, 2022, as a result of the decline in net operating revenues noted above and a $9.6 million increase in non-variable direct expenses, including a $2.4 million increase in fixed compensation, a $1.7 million increase in professional fees, an $0.8 million increase in trade systems and market information an $0.8 million increase in travel and business development. These negative variances were partially offset by a $13.1 million decline in variable compensation as compared to the prior year.

Nine Months Ended June 30, 2023 Compared to Nine Months Ended June 30, 2022

Operating revenues increased $513.9 million, or 90%, to $1,087.1 million in the nine months ended June 30, 2023 compared to $573.2 million in the nine months ended June 30, 2022. Net operating revenues increased $49.3 million, or 14%, to $401.4 million in the nine months ended June 30, 2023 compared to $352.1 million in the nine months ended June 30, 2022.

Operating revenues derived from listed derivatives declined $1.2 million, or 1%, to $140.9 million in the nine months ended June 30, 2023 compared to $142.1 million in the nine months ended June 30, 2022, principally driven by a 2% decline in listed derivative contract volumes and a 1% decline in the average rate per contract compared to the nine months ended June 30, 2022.

Operating revenues derived from securities transactions increased $334.9 million, or 95%, to $688.8 million in the nine months ended June 30, 2023 compared to $353.9 million in the nine months ended June 30, 2022. The ADV of securities traded increased 50%, principally driven by increased client activity in both equity and fixed income markets. Carried interest on fixed income securities is a component of operating revenues, however interest expense associated with financing these positions is not. As a result of the significant increase in short-term interest rates, we have amended our calculation of the securities RPM, in the table above, to present the RPM after deducting from operating revenues the interest expense associated with our fixed income activities. The securities RPM decreased 39% in the nine months ended June 30, 2023 compared to the nine months ended June 30, 2022, principally due to a tightening of spreads and a change in product mix.

Operating revenues derived from FX contracts increased $5.9 million, or 27%, to $28.0 million in the nine months ended June 30, 2023 compared to $22.1 million in the nine months ended June 30, 2022, primarily driven by a 13% increase in the ADV of FX contracts traded as well as a 18% increase in the average rate per contract.

Finally, interest and fee income earned on client balances, which is associated with our listed derivative business, as well as our correspondent clearing businesses, increased $159.0 million, to $175.0 million in the nine months ended June 30, 2023 compared to $16.0 million in the nine months ended June 30, 2022, principally driven by a significant increase in short-term interest rates, as well as an increase in average client equity as compared to the prior year period.

As a result of the increase in short-term interest rates and the increase in the ADV, interest expense increased $472.3 million, to $516.8 million in the nine months ended June 30, 2023 compared to $44.5 million the nine months ended June 30, 2022, with interest expense directly associated with serving as an institutional dealer in fixed income securities increasing $355.7 million, interest paid to clients increasing $93.8 million and interest expense directly attributable to securities lending activities increasing $11.3 million compared to the prior year period.

Variable expenses, excluding interest, expressed as a percentage of operating revenues declined to 28% in the nine months ended June 30, 2023 compared to 55% in the nine months ended June 30, 2022, principally as the result of the increase in interest/fees earned on client balances, which is generally not a component of variable compensation.

Segment income increased $33.3 million, or 26%, to $162.9 million in the nine months ended June 30, 2023 compared to $129.6 million in the nine months ended June 30, 2022, primarily as a result of the increase in net operating revenues noted above, which was partially offset by a $17.9 million, or 21% increase in non-variable direct expenses versus the nine months ended June 30, 2022. The increase in non-variable direct expenses was primarily related to a $6.3 million increase in fixed compensation and benefits, a $3.1 million increase in trade systems and market information, a $1.7 million increase in non-trading technology and support, a $3.1 million increase in professional fees and a $1.5 million increase in travel and business development. These increases were partially offset by a $1.8 million positive variance in bad debts, net of recoveries compared to the nine months ended June 30, 2022.

Retail

We provide our retail clients around the world access to over 18,000 global financial markets, including spot foreign exchange ("forex"), both financial trading and physical investment in precious metals, as well as contracts for difference (“CFDs”), which are investment products with returns linked to the performance of underlying assets. In addition, our independent wealth management business offers a comprehensive product suite to retail investors in the U.S.


	Three Months Ended June 30,					Nine Months Ended June 30,
(in millions)	2023		2022		% Change	2023		2022		% Change
Revenues:
Sales of physical commodities	$	79.1	$	206.7	(62)%	$	560.0	$	662.2	(15)%
Principal gains, net	59.8		79.4		(25)%	134.9		236.0		(43)%
Commission and clearing fees	12.0		12.1		(1)%	34.6		39.5		(12)%
Consulting, management and account fees	13.1		12.9		2%	40.7		38.5		6%
Interest income	6.7		1.0		570%	21.3		1.8		1,083%
Total revenues	170.7		312.1		(45)%	791.5		978.0		(19)%
Cost of sales of physical commodities	79.2		203.6		(61)%	550.9		653.1		(16)%
Operating revenues	91.5		108.5		(16)%	240.6		324.9		(26)%
Transaction-based clearing expenses	3.1		6.6		(53)%	13.1		20.2		(35)%
Introducing broker commissions	21.7		23.7		(8)%	63.6		73.8		(14)%
Interest expense	1.6		0.3		433%	4.1		1.4		193%
Net operating revenues	65.1		77.9		(16)%	159.8		229.5		(30)%
Variable direct compensation and benefits	4.8		6.2		(23)%	11.9		17.1		(30)%
Net contribution	60.3		71.7		(16)%	147.9		212.4		(30)%
Fixed compensation and benefits	13.1		14.2		(8)%	37.3		41.3		(10)%
Other fixed expenses	28.5		30.9		(8)%	90.5		81.3		11%
Bad debts, net of recoveries	1.5		0.3		400%	2.3		1.0		130%
Non-variable direct expenses	43.1		45.4		(5)%	130.1		123.6		5%
Other gain	—		—		n/m	—		6.4		(100)%
Segment income	$	17.2	$	26.3	(35)%	$	17.8	$	95.2	(81)%


	Three Months Ended June 30,					Nine Months Ended June 30,
(in millions)	2023		2022		% Change	2023		2022		% Change
Operating revenues (in millions):
Securities	$	23.4	$	23.5	—%	$	66.9	$	74.7	(10)%
FX / CFD contracts	62.6		78.9		(21)%	154.7		235.8		(34)%
Physical contracts	4.0		4.7		(15)%	12.2		11.7		4%
Interest / fees earned on client balances	0.7		0.7		—%	2.3		1.1		109%
Other	0.8		0.7		14%	4.5		1.6		181%
	$	91.5	$	108.5	(16)%	$	240.6	$	324.9	(26)%

Select data (all $ amounts are U.S. dollar or U.S. dollar equivalents):
FX / CFD contracts ADV (millions)	$	6,901	$	9,250	(25)%	$	7,758	$	9,615	(19)%
FX / CFD contracts RPM	$	141	$	132	7%	$	105	$	127	(17)%

Three Months Ended June 30, 2023 Compared to Three Months Ended June 30, 2022

Operating revenues declined $17.0 million, or 16%, to $91.5 million in the three months ended June 30, 2023 compared to $108.5 million in the three months ended June 30, 2022. Net operating revenues decreased $12.8 million, or 16%, to $65.1 million in the three months ended June 30, 2023 compared to $77.9 million in the three months ended June 30, 2022.

Operating revenues derived from FX/CFD contracts declined $16.3 million, or 21%, to $62.6 million in the three months ended June 30, 2023 compared to $78.9 million in the three months ended June 30, 2022 primarily as a result of a 25% decline in FX/CFD contracts ADV, which was partially offset by a 7% increase in FX/CFD contracts RPM compared to the three months ended June 30, 2022.

Operating revenues derived from securities transactions, which relates to our independent wealth management activities, declined $0.1 million to $23.4 million in the three months ended June 30, 2023 compared to $23.5 million in the three months ended June 30, 2022.

Operating revenues derived from physical contracts declined $0.7 million, or 15% to $4.0 million in the three months ended June 30, 2023 compared to $4.7 million in the three months ended June 30, 2022.

Interest and fee income earned on client balances was $0.7 million in both the three months ended June 30, 2023 and 2022.

Variable expenses, excluding interest, as a percentage of operating revenues were 32% in the three months ended June 30, 2023 compared to 34% in the three months ended June 30, 2022.

Segment income decreased $9.1 million to $17.2 million in the three months ended June 30, 2023 compared to $26.3 million in the three months ended June 30, 2022, primarily as a result of the decline in net operating revenues noted above, which was partially offset by a $2.3 million decline in non-variable direct expenses compared to the three months ended June 30, 2022.

Nine Months Ended June 30, 2023 Compared to Nine Months Ended June 30, 2022

Operating revenues decreased $84.3 million, or 26%, to $240.6 million in the nine months ended June 30, 2023 compared to $324.9 million in the nine months ended June 30, 2022. Net operating revenues decreased $69.7 million, or 30%, to $159.8 million in the nine months ended June 30, 2023 compared to $229.5 million in the nine months ended June 30, 2022.

Operating revenues derived from FX/CFD contracts declined $81.1 million, or 34%, to $154.7 million, primarily as a result of 17% and 19% declines in RPM and FX/CFD contracts ADV, respectively, compared to the nine months ended June 30, 2022. These declines were principally driven by diminished volatility and tighter trading ranges in our larger volume markets which resulted in reduced client trading activity and spread capture.

Operating revenues derived from securities transactions, which are related to our independent wealth management activities, declined $7.8 million, or 10%, to $66.9 million in the nine months ended June 30, 2023 compared to $74.7 million in the nine months ended June 30, 2022.

Operating revenues derived from physical contracts increased $0.5 million, or 4%, to $12.2 million in the nine months ended June 30, 2023 compared to $11.7 million in the nine months ended June 30, 2022.

Interest and fee income earned on client balances increased $1.2 million, or 109%, to $2.3 million primarily as a result of an increase in short-term interest rates.

Variable expenses, excluding interest, as a percentage of operating revenues were 37% in the nine months ended June 30, 2023 compared to 34% in the nine months ended June 30, 2022.

Segment income decreased $77.4 million, or 81%, to $17.8 million in the nine months ended June 30, 2023 compared to $95.2 million in the nine months ended June 30, 2022, primarily as a result of the decline in net operating revenues noted above. Non-variable direct expenses increased $6.5 million, or 5%, compared to the nine months ended June 30, 2022. The increase in non-variable direct expenses, was principally the result of a $3.8 million increase in depreciation and amortization, a $1.3 million increase in bad debts, a $1.1 million increase in professional fees, a $0.9 million increase in non-trading technology and support, and a $0.9 million increase in travel and business development, which was partially offset by a $1.4 million decline in direct selling and marketing costs. Within the non-variable direct expenses, the $4.0 million decline in fixed compensation and benefits is associated with the movement of certain retail employees to a centralized marketing department, and replaced with a non-variable charge that resides in other fixed expenses. The nine months ended June 30, 2022 included a non-recurring $6.4 million foreign exchange antitrust class action settlement received in our Retail forex business.

Global Payments

We provide customized foreign exchange and treasury services to banks and commercial businesses, charities, non-governmental organizations, as well as government organizations. We provide transparent pricing and offer payments services in more than 185 countries and 140 currencies, which we believe is more than any other payments solutions provider.


	Three Months Ended June 30,					Nine Months Ended June 30,
(in millions)	2023		2022		% Change	2023		2022		% Change
Revenues:
Sales of physical commodities	$	—	$	—	n/m	$	—	$	—	n/m
Principal gains, net	50.5		42.1		20%	149.8		121.0		24%
Commission and clearing fees	1.6		1.5		7%	5.0		4.6		9%
Consulting, management, account fees	0.7		0.7		—%	2.5		2.1		19%
Interest income	0.4		—		n/m	1.1		—		n/m
Total revenues	53.2		44.3		20%	158.4		127.7		24%
Cost of sales of physical commodities	—		—		n/m	—		—		n/m
Operating revenues	53.2		44.3		20%	158.4		127.7		24%
Transaction-based clearing expenses	1.5		2.4		(38)%	4.9		6.1		(20)%
Introducing broker commissions	0.6		0.5		20%	1.6		0.9		78%
Interest expense	0.1		—		n/m	0.2		0.1		100%
Net operating revenues	51.0		41.4		23%	151.7		120.6		26%
Variable compensation and benefits	9.1		7.8		17%	29.6		23.0		29%
Net contribution	41.9		33.6		25%	122.1		97.6		25%
Fixed compensation and benefits	8.1		4.8		69%	31.2		13.7		128%
Other fixed expenses	5.2		4.2		24%	14.1		10.9		29%
Bad debts	—		—		n/m	—		—		n/m
Total non-variable direct expenses	13.3		9.0		48%	45.3		24.6		84%
Segment income	$	28.6	$	24.6	16%	$	76.8	$	73.0	5%


	Three Months Ended June 30,					Nine Months Ended June 30,
(in millions)	2023		2022		% Change	2023		2022		% Change
Operating revenues (in millions):
Payments	$	52.7	$	42.8	23%	$	155.4	$	124.2	25%
Other	0.5		1.5		(67)%	3.0		3.5		(14)%
	$	53.2	$	44.3	20%	$	158.4	$	127.7	24%

Select data (all $ amounts are U.S. dollar or U.S. dollar equivalents):
Global Payments ADV (millions)	$	65	$	66	(2)%	$	68	$	61	11%
Global Payments RPM	$	12,907	$	10,652	21%	$	12,049	$	10,952	10%

Three Months Ended June 30, 2023 Compared to Three Months Ended June 30, 2022

Operating revenues increased $8.9 million, or 20%, to $53.2 million in the three months ended June 30, 2023 compared to $44.3 million in the three months ended June 30, 2022. Net operating revenues increased $9.6 million, or 23%, to $51.0 million in the three months ended June 30, 2023 compared to $41.4 million in the three months ended June 30, 2022.

The increase in operating revenues was principally due to a 21% increase in the RPM traded, primarily as a result of an increase in capital transactions from our financial institution clients, which was partially offset by a 2% decline in the average daily notional payment volume.

Variable expenses, excluding interest, expressed as a percentage of operating revenues were 21% in the three months ended June 30, 2023 compared to 24% in the three months ended June 30, 2022.

Segment income increased $4.0 million, or 16%, to $28.6 million in the three months ended June 30, 2023 compared to $24.6 million in the three months ended June 30, 2022. This increase was primarily as result of the increase in net operating revenues noted above, which was partially offset by a $4.3 million increase in non-variable direct expenses. The increase in non-variable direct expenses was primarily driven by a $3.3 million increase in fixed compensation and benefits.

Nine Months Ended June 30, 2023 Compared to Nine Months Ended June 30, 2022

Operating revenues increased $30.7 million, or 24%, to $158.4 million in the nine months ended June 30, 2023 compared to $127.7 million in the nine months ended June 30, 2022. Net operating revenues increased $31.1 million, or 26%, to $151.7 million in the nine months ended June 30, 2023 compared to $120.6 million in the nine months ended June 30, 2022.

The increase in operating revenues was primarily driven by an 11% increase in the average daily volume, as well as a 10% increase in the RPM traded compared to the nine months ended June 30, 2022.

Variable expenses, excluding interest, expressed as a percentage of operating revenues were 23% in both the nine months ended June 30, 2023 and 2022.

Segment income increased $3.8 million, or 5%, to $76.8 million in the nine months ended June 30, 2023 compared to $73.0 million in the nine months ended June 30, 2022. This increase was primarily driven by the increase in net operating revenues noted above, which was partially offset by a $20.7 million increase in non-variable direct expenses. The increase in non-variable direct expenses was primarily driven by a $17.5 million increase in fixed compensation and benefits, including $10.0 million in severance related to a reorganization of the business. This reorganization plan will include a decline in variable compensation and benefits as a percentage of operating revenues going forward.

Unallocated Costs and Expenses

The following table provides information regarding our unallocated costs and expenses. These unallocated costs and expenses include certain shared services such as information technology, accounting and treasury, credit and risk, legal and compliance, and human resources and other activities, which are not included in the results of the operating segments above.


	Three Months Ended June 30,					Nine Months Ended June 30,
(in millions)	2023		2022		% Change	2023		2022		% Change
Compensation and benefits:
Variable compensation and benefits	$	19.9	$	16.7	19%	$	51.4	$	41.6	24%
Fixed compensation and benefits	37.1		27.7		34%	110.7		89.0		24%
	57.0		44.4		28%	162.1		130.6		24%
Other expenses:
Occupancy and equipment rental	9.8		9.0		9%	29.0		26.3		10%
Non-trading technology and support	9.7		9.2		5%	30.6		28.3		8%
Professional fees	5.6		6.7		(16)%	18.1		19.5		(7)%
Depreciation and amortization	5.7		5.7		—%	17.1		16.3		5%
Communications	1.8		1.3		38%	4.9		4.1		20%
Selling and marketing	0.8		2.0		(60)%	2.8		4.9		(43)%
Trading systems and market information	1.9		1.1		73%	5.6		3.6		56%
Travel and business development	1.4		1.1		27%	4.0		2.3		74%

Other	5.6		6.2		(10)%	14.9		17.8		(16)%
	42.3		42.3		—%	127.0		123.1		3%
Total compensation and other expenses	$	99.3	$	86.7	15%	$	289.1	$	253.7	14%

Three Months Ended June 30, 2023 Compared to Three Months Ended June 30, 2022

Total unallocated costs and other expenses increased $12.6 million, or 15%, to $99.3 million in the three months ended June 30, 2023 compared to $86.7 million in the three months ended June 30, 2022. Compensation and benefits increased $12.6 million, or 28%, to $57.0 million in the three months ended June 30, 2023 compared to $44.4 million in the three months ended June 30, 2022.

The increase in variable and non-variable compensation is partially related to the move of certain client engagement teams out of discrete business lines and into shared services, and replacing compensation expense in those discrete business lines with a non-variable charge. Additionally, the increase in non-variable compensation is partially a result of hiring among our compliance and IT departments, principally due to company growth, and within the accounting department, principally due to the acquisition of CDI. Average administrative headcount increased 30% in the three months ended June 30, 2023 compared to the three months ended June 30, 2022. The increase in variable compensation is principally due to improved performance.

Other non-compensation expenses were relatively unchanged at $42.3 million in the three months ended June 30, 2023 and 2022. Most notably, selling and marketing fees were lower due principally to the bi-annual global sales and strategy meeting held in March 2022, while non-trading technology maintenance and support, for the various systems used by the support services departments, and travel and business development increased.

Nine Months Ended June 30, 2023 Compared to Nine Months Ended June 30, 2022

Total unallocated costs and other expenses increased $35.4 million, or 14%, to $289.1 million in the nine months ended June 30, 2023 compared to $253.7 million in the nine months ended June 30, 2022. Compensation and benefits increased $31.5 million, or 24%, to $162.1 million in the nine months ended June 30, 2023 compared to $130.6 million in the nine months ended June 30, 2022.

The increase in variable and non-variable compensation is partially related to the move of certain client engagement teams out of discrete business lines and into shared services as discussed above.

In addition, the increase in non-variable compensation is related to higher salaries due to increased headcount and annual merit increases, as well as the acceleration of share-based compensation related to employee departures that are related to retirements and certain business reorganizations. Additionally, the increase in variable compensation is principally due to higher performance, and to a lessor extent, an increase in headcount.

Other non-compensation expenses increased $3.9 million, or 3%, to $127.0 million in the nine months ended June 30, 2023 compared to $123.1 million in the nine months ended June 30, 2022 principally due to higher occupancy costs, principally related to an increase in property tax assessments in London, non-trading technology maintenance and support costs for the various systems used by the support services departments, and travel and business development costs, partially offset by lower selling and marketing costs due principally to the bi-annual global sales and strategy meeting held in March 2022.

Liquidity, Financial Condition and Capital Resources

Overview

Liquidity is our ability to generate sufficient funding to meet all of our cash needs. Liquidity is of critical importance to us and imperative to maintaining our operations on a daily basis. Senior management establishes liquidity and capital policies, which we monitor and review for funding from both internal and external sources. We continuously evaluate how effectively our policies support our business operations. We have historically financed our liquidity and capital needs principally with funds generated from our subsidiaries' operations, issuing debt and equity securities, and accessing committed credit facilities. We plan to finance our future operating liquidity and regulatory capital needs in a manner consistent with our past practice. Liquidity and capital matters are reported regularly to our Board of Directors.

StoneX Financial Inc. is registered as a broker-dealer with the Securities and Exchange Commission (“SEC”) and is a member of both the Financial Industry Regulatory Authority (“FINRA”) and the Municipal Securities Rulemaking Board (“MSRB”). In addition, StoneX Financial Inc. is registered as a futures commission merchant with the CFTC and NFA, and a member of various commodities and futures exchanges in the U.S. and abroad. StoneX Financial Inc. has a responsibility to meet margin calls at all exchanges on a daily basis, and even on an intra-day basis, if deemed necessary by relevant regulators or exchanges. We require our clients to make margin deposits the next business day, and we require our largest clients to make intra-day margin payments during periods of significant price movement. Margin required to be posted to the exchanges is a function of our clients’ net open positions and required margin per contract. StoneX Financial Inc. is subject to minimum capital requirements under Section 4(f)(b) of the Commodity Exchange Act, Part 1.17 of the rules and regulations of the CFTC and the SEC Uniform Net Capital Rule 15c3-1 under the Securities Exchange Act of 1934. StoneX Financial Inc. is also subject to the Rule 15c3-3 of the Securities Exchange Act of 1934, as amended (“Customer Protection Rule”).

Gain Capital Group, LLC is registered as both a futures commission merchant and registered foreign exchange dealer, subject to minimum capital requirements under Section 4(f)(b) of the Commodity Exchange Act, Part 1.17 of the rules and regulations of the CFTC and NFA Financial Requirements, Sections 1 and 11.

StoneX Markets LLC is a CFTC provisionally registered swap dealer, whose business is overseen by the NFA. CFTC 23.154, Calculation of Initial Margin rules impose requirements on registered swap dealers and certain counterparties to exchange initial margin, with phased-in compliance dates, under which we fall in the final compliance date tier recently extended to September 2022. Additionally, the CFTC finalized the proposed net capital rules applicable to swap dealers on July 22, 2020, with the new rules effective October 6, 2021.

These rules specify the minimum amount of capital that must be available to support our clients’ account balances and open trading positions, including the amount of assets that StoneX Financial Inc., Gain Capital Group, LLC and StoneX Markets LLC must maintain in relatively liquid form. Further, the rules are designed to maintain general financial integrity and liquidity.

StoneX Financial Ltd is regulated by the Financial Conduct Authority (“FCA”), the regulator of the financial services industry in the U.K. and is subject to regulations which impose regulatory capital requirements. StoneX Financial Ltd is a member of various commodities and futures exchanges in the U.K. and Europe and has the responsibility to meet margin calls at all exchanges on a daily basis and intra-day basis, as necessary. StoneX Financial Ltd is required to be compliant with the U.K.’s ‘MIFIDPRU’ regulation. To comply with these standards, we have implemented daily liquidity procedures, conduct periodic reviews of liquidity by stressed scenarios, and are required to maintain enough liquidity for the firm to survive for one year under the appropriate stressed conditions.

The regulations discussed above limit funds available for dividends to us. As a result, we may be unable to access our operating subsidiaries’ funds when we need them.

In our physical commodities trading, commercial hedging OTC, securities and foreign exchange trading activities, we may be required upon to meet margin calls with our various trading counterparties based upon the underlying open transactions we have in place with those counterparties.

We continuously review our overall credit and capital needs to ensure that our capital base, both stockholders’ equity and debt, as well as available credit facilities can appropriately support the anticipated financing needs of our operating subsidiaries.

As of June 30, 2023, we had total equity of $1,329.9 million, outstanding loans under revolving credit facilities and other payables to lenders of $422.6 million, and $341.3 million outstanding on our senior secured notes, net of deferred financing costs.

A substantial portion of our assets are liquid. As of June 30, 2023, approximately 97% of our assets consisted of cash; securities purchased under agreements to resell; securities borrowed; deposits with and receivables from exchange-clearing organizations, broker-dealers, clearing organizations and counterparties; client receivables; marketable financial instruments and investments; and physical commodities inventory. All assets that are not client and counterparty deposit financed are financed by our equity capital, bank loans, short-term borrowings from financial instruments sold, not yet purchased and under repurchase agreements, securities loaned and other payables.

Client and Counterparty Credit and Liquidity Risk

Our operations expose us to credit risk of default of our clients and counterparties. The risk includes liquidity risk to the extent our clients or counterparties are unable to make timely payment of margin or other credit support. We are indirectly exposed to the financing and liquidity risks of our clients and counterparties, including the risks that our clients and counterparties may not be able to finance their operations.

As a clearing broker, we act on behalf of our clients for all trades consummated on exchanges. We must pay initial and variation margin to the exchanges, on a net basis, before we receive the required payments from our clients. Accordingly, we are responsible for our clients’ obligations with respect to these transactions, which exposes us to significant credit risk. Our clients are required to make any margin deposits the next business day, and we require our largest clients to make intra-day margin payments during periods of significant price movement. Our clients are obligated to maintain initial margin requirements at the level set by the respective exchanges, but we have the ability to increase margin requirements for clients based on their open positions, trading activity, or market conditions.

As it relates to OTC derivative transactions, we act as a principal, which exposes us to the credit risk of both our clients and the counterparties with which we offset our client positions. As with exchange-traded transactions, our OTC transactions require that we meet initial and variation margin payments on behalf of our clients before we receive related required payments from our clients. OTC clients are required to post sufficient collateral to meet margin requirements based on value-at-risk models, as well as variation margin requirements based on the price movement of the commodity or security in which they transact. Our clients are required to make any margin deposits the next business day, and we may require our largest clients to make intra-day margin payments during periods of significant price movement. In this business as well, we have the ability to increase the margin requirements for clients based on their open positions, trading activity, or market conditions. On a limited basis, we provide credit thresholds to certain clients, based on internal evaluations and monitoring of client creditworthiness.

In addition, with OTC transactions, we are at risk that a counterparty will fail to meet its obligations to us when due. We would then be exposed to the risk that the settlement of a transaction which is due a client will not be collected from the respective counterparty with which the transaction was offset. We continuously monitor the credit quality of our respective counterparties and mark our positions held with each counterparty to market on a daily basis.

We enter into securities purchased under agreements to resell, securities sold under agreements to repurchase, securities borrowed and securities loaned transactions to, among other things, finance financial instruments, acquire securities to cover short positions, acquire securities for settlement, and to accommodate counterparties’ needs. In connection with these agreements and transactions, it is our policy to receive or pledge cash or securities to adequately collateralize such agreements

and transactions in accordance with general industry guidelines and practices. The collateral is valued daily and we may require counterparties to deposit additional collateral or return collateral pledged, when appropriate.

OptionSellers

In November 2018, balances in approximately 300 accounts of the futures commission merchant (“FCM”) division of our wholly owned subsidiary, StoneX Financial Inc., declined below required maintenance margin levels and into deficit balances, primarily as a result of significant and unexpected price fluctuations in the natural gas markets. All positions in these accounts, which were managed by OptionSellers.com Inc. (“OptionSellers”), an independent Commodity Trading Advisor (“CTA”), were liquidated in accordance with StoneX Financial Inc.’s client agreements and obligations under market regulation standards. OptionSellers, in its role as a CTA, had been granted by each of its clients full discretionary authority to manage the trading in the client accounts, while StoneX Financial Inc. acted solely as the clearing firm in its role as the FCM.

StoneX Financial Inc.’s client agreements hold account owners liable for all losses in their accounts and obligate the account holders to reimburse StoneX Financial Inc. for any account deficits in their accounts. As of June 30, 2023, the receivable from these client accounts, net of collections and other allowable deductions was $20.8 million, with no individual account receivable exceeding $1.4 million. As of June 30, 2023, the allowance against these uncollected balances was $6.6 million. We are pursuing collection of the uncollected balances through arbitration proceedings against the account holders. We will consider developments in these proceedings, and any other relevant matters, in determining whether any changes in the allowance against the uncollected balances are required.

In these and other arbitration proceedings, clients are seeking damages from StoneX Financial Inc. relating to the trading losses in their accounts. During the nine months ended June 30, 2023, we privately negotiated settlements of a number of arbitration proceedings, pursuant to which, in most cases, the accounts holders agreed to pay all or a substantial portion of their outstanding deficit balances. In some cases we agreed to make payments to certain account holders in amounts that are not material to us, individually or in the aggregate. We intend to continue vigorously pursuing claims through arbitration and settling cases in what we determine to be appropriate circumstances. The ultimate outcome of remaining arbitrations cannot presently be determined.

Depending on future collections and the outcomes of arbitration proceedings, any provisions for bad debts and actual losses may or may not be material to our financial results. However, we believe that the likelihood of a material adverse outcome is remote, and do not believe that any potential losses related to this matter would impact our ability to comply with our ongoing liquidity, capital, and regulatory requirements.

Primary Sources and Uses of Cash

Our cash and cash equivalents and client cash and securities held for clients are held at banks, deposits at liquidity providers, investments in money market funds that invest in highly liquid investment grade securities including U.S. treasury bills, as well as investments in U.S. treasury bills. In general, we believe all of our investments and deposits are of high credit quality and we have more than adequate liquidity to conduct our businesses.

Our assets and liabilities may vary significantly from period to period due to changing client requirements, economic and market conditions, and our growth. Our total assets as of June 30, 2023 and September 30, 2022, were $21.9 billion and $19.9 billion, respectively. Our operating activities generate or utilize cash as a result of net income or loss earned or incurred during each period and fluctuations in our assets and liabilities. The most significant fluctuations arise from changes in the level of client activity, commodities prices, and changes in the balances of financial instruments and commodities inventory. StoneX Financial Inc. and StoneX Financial Ltd occasionally utilize their margin line credit facilities, on a short-term basis, to meet intraday settlements with the commodity exchanges prior to collecting margin funds from their clients.

The majority of the assets of StoneX Financial Inc., StoneX Financial Ltd, StoneX Markets LLC, and Gain Capital Group, LLC are restricted from being transferred to us or other affiliates due to specific regulatory requirements. This restriction has no current impact on our ability to meet our cash obligations, and no such impact is expected in the future.

We have liquidity and funding policies and processes in place that are intended to maintain sufficient flexibility to address both company-specific and industry liquidity needs. The majority of our excess funds is held with high-quality institutions, under highly-liquid reverse repurchase agreements, U.S. government obligations, interest earning cash deposits and AA-rated money market investments.

We do not intend to distribute earnings of our foreign subsidiaries in a taxable manner, and therefore intend to limit distributions to earnings previously taxed in the U.S., or earnings that would qualify for the 100 percent dividends received deduction, and earnings that would not result in any significant foreign taxes. We repatriated $11.2 million and $17.3 million for the nine months ended June 30, 2023 and 2022, respectively, of earnings previously taxed in the U.S., resulting in no significant incremental taxes. Therefore, the Company has not recognized a deferred tax liability on its investment in foreign subsidiaries.

Senior Secured Notes

In June 2020, we issued $350 million in aggregate principal amount of our 8.625% Senior Secured Notes due 2025 (the “Notes”) at the offering price of 98.5% of the aggregate principal amount. The Senior Secured Notes are fully and unconditionally guaranteed, jointly and severally, on a senior second lien secured basis, by certain subsidiaries of the Company that guarantee the Company’s senior committed credit facility and certain of its domestic subsidiaries.

The Notes will mature on June 15, 2025. Interest on the Notes accrues at a rate of 8.625% per annum and is payable semiannually in arrears on June 15 and December 15 of each year. We incurred debt issuance costs of $9.5 million in connection with the issuance of the Notes, which are being amortized over the term of the Notes under the effective interest method. We have had the right, since June 15, 2022, to redeem the Notes, in whole or in part, at the redemption prices set forth in the indenture.

Committed Credit Facilities

As of June 30, 2023, we had four committed bank credit facilities, totaling $1,155.0 million, of which $392.1 million was outstanding. Additional information regarding the committed bank credit facilities can be found in Note 9 of the Condensed Consolidated Financial Statements. The credit facilities include:

•An unsecured line of credit committed until December 11, 2023, under which $180.0 million is available to our wholly owned subsidiary, StoneX Financial Inc. to provide short-term funding of margin to commodity exchanges as necessary.

•A syndicated borrowing facility committed until July 28, 2024, under which $400.0 million is available to our wholly owned subsidiary, StoneX Commodity Solutions LLC, to finance commodity financing arrangements and commodity repurchase agreements.

•An unsecured syndicated loan facility committed until October 14, 2023, under which our subsidiary, StoneX Financial Ltd is entitled to borrow up to $75.0 million, subject to certain terms and conditions of the credit agreement. This facility is intended to provide short-term funding of margin to commodity exchanges as necessary.

Our facility agreements contain certain financial covenants relating to financial measures on a consolidated basis, as well as on a stand-alone basis for certain subsidiaries, including minimum tangible net worth, minimum regulatory capital, minimum net unencumbered liquid assets, maximum net loss, minimum fixed charge coverage ratio and maximum funded debt to net worth ratio. Failure to comply with any such covenants could result in the debt becoming payable on demand. As of June 30, 2023, we and our subsidiaries are in compliance with all of our financial covenants under the outstanding facilities.

In accordance with required disclosure as part of our three-year syndicated revolving loan facility, during the trailing twelve months ended June 30, 2023, interest expense directly attributable to trading activities includes $418.0 million in connection with trading activities conducted as an institutional dealer in fixed income securities, and $34.3 million in connection with securities lending activities.

As reflected above, certain of the Company’s committed credit facilities are scheduled to expire during the next twelve months following the quarterly period ended June 30, 2023. The Company intends to renew or replace the other facilities as they expire, and based on the Company’s liquidity position and capital structure, the Company believes it will be able to do so.

Uncommitted Credit Facilities

We have access to certain uncommitted financing agreements that support our ordinary course securities and commodities inventories. The agreements are subject to certain borrowing terms and conditions. As of June 30, 2023 and September 30, 2022, the Company had $22.9 million and $0.0 million total borrowings outstanding under these uncommitted credit facilities, respectively.

Other Capital Considerations

Our activities are subject to various significant governmental regulations and capital adequacy requirements, both in the U.S. and in the international jurisdictions in which we operate. Our subsidiaries are in compliance with all of their capital regulatory requirements as of June 30, 2023. Additional information on our subsidiaries subject to significant net capital and minimum net capital requirements can be found in Note 16 of the Condensed Consolidated Financial Statements.

Our subsidiary, StoneX Markets LLC (“StoneX Markets”), is a CFTC provisionally registered swap dealer, and under these capital rules is subject to a minimum regulatory capital requirement. StoneX Markets has elected to utilize the “bank-based” approach, as reflected in CFTC Rule 23.101(a)(1)(i) to calculate its capital requirements. Under the “bank-based” approach StoneX Markets must satisfy the following capital requirements: Common Equity Tier 1 (“CET1”) capital of at least $20 million; (ii) CET1 equal to at least 6.5% of its risk weighted assets (“RWA”); (iii) CET1, Additional Tier 1, and Tier 2 (collectively, total aggregate Bank Holding Company (“BHC”) capital) equal to at least 8% of its RWA; (iv) total aggregate BHC capital equal to 8% of its uncleared swap margin; and (v) the minimum capital required by NFA. Aggregate BHC capital and the related net capital requirement may fluctuate on a daily basis.

During 2016, CFTC 23.154, Calculation of Initial Margin rules came into effect, imposing new requirements on registered swap dealers and certain counterparties to exchange initial margin, with phased-in compliance dates, with StoneX Markets LLC falling in the final compliance date tier of September 2022.

Compliance with this or other swap-related regulatory capital requirements may require us to devote more capital to these businesses or otherwise restructure our operations, such as by combining these businesses with other regulated subsidiaries that must also satisfy regulatory capital requirements. StoneX Markets LLC has faced, and may continue to face, increased costs due to the registration and regulatory requirements listed above, as may any other of our subsidiaries that may be required to register, or may register voluntarily, as a swap dealer and/or swap execution facility.

Cash Flows

We include client cash and securities that meet the short-term requirement for cash classification to be segregated for regulatory purposes in our Condensed Consolidated Statements of Cash Flows. We hold a significant amount of U.S. Treasury obligations, which represent investments of client funds or client-owned investments pledged in lieu of cash margin. U.S. Treasury securities held with third-party banks or pledged with exchange-clearing organizations representing investments of client funds or which are held for particular clients in lieu of cash margin are included in the beginning and ending cash balances reconciled on our Condensed Consolidated Statements of Cash Flows to the extent that they have an original or acquired maturity of 90 days or less and, therefore, meet the definition of a segregated cash equivalent. Purchases and sales of U.S. Treasury securities representing investment of clients’ funds and U.S. Treasury securities pledged or redeemed by particular clients in lieu of cash margin are presented as operating uses and sources of cash, respectively, within the operating section of the consolidated statements of cash flows if they have an original or acquired maturity of greater than 90 days. Typically, there is an offsetting use or source of cash related to the change in the payables to clients. However, we will report a use of cash in periods where segregated U.S. Treasury securities that meet the aforementioned definition of a segregated cash equivalent mature and are replaced with U.S. Treasury securities that have original or acquired maturities that are greater than 90 days.

Our cash, segregated cash, cash equivalents, and segregated cash equivalents decreased by $506.5 million from $6,285.1 million as of September 30, 2022 to $5,778.6 million as of June 30, 2023. During the nine months ended June 30, 2023, net cash of $394.8 million was used in operating activities, $38.9 million was used in investing activities and net cash of $87.6 million was used in financing activities.

Net cash used in financing activities during the nine months ended June 30, 2023 included significant outflows from payables to lenders under 90 days of $37.7 million, net outflows from payables to lenders greater than 90 days of $35.0 million and payments of deferred acquisitions costs of $18.5 million. Also, we received $3.6 million related to employee stock option exercises.

In the broker-dealer and related trading industries, companies report trading activities in the operating section of the statement of cash flows. Due to the daily price volatility in the commodities market, as well as changes in margin requirements, fluctuations in the balances of deposits held at various exchanges, marketable securities and client commodity accounts may occur from day-to-day. A use of cash, as calculated on the consolidated statement of cash flows, includes unrestricted cash transferred and pledged to the exchanges or guaranty funds. These funds are held in interest-bearing deposit accounts at the exchanges, and based on daily exchange requirements, may be withdrawn and returned to unrestricted cash. Additionally, within our unregulated OTC and foreign exchange operations, cash deposits received from clients are reflected as cash provided from operations. Subsequent transfer of these cash deposits to counterparties or exchanges to margin their open positions will be reflected as an operating use of cash to the extent the transfer occurs in a different period than the cash deposit was received.

Unrealized gains and losses on open positions revalued at prevailing foreign currency exchange rates are included in trading revenue but have no direct impact on cash flow from operations. Similarly, gains and losses become realized when client transactions are liquidated, though they do not affect cash flow. To some extent, the amount of net deposits made by our clients in any given period is influenced by the impact of gains and losses on our client balances, such that clients may be required to post additional funds to maintain open positions or may choose to withdraw excess funds on open positions.

We continuously evaluate opportunities to expand our business. Investing activities included $32.8 million in capital expenditures for property and equipment during the nine months ended June 30, 2023 compared to $37.6 million during the prior year. Additionally, we expended $6.1 million of net cash on the Company’s acquisitions.

Fluctuations in exchange rates increased our cash, segregated cash, cash equivalents and segregated cash equivalents by $14.8 million.

On August 23, 2022, our Board of Directors authorized the repurchase of up to 1.0 million shares of our outstanding common stock in open market purchases and private transactions, commencing on October 1, 2022 and ending on September 30, 2023. The repurchases are subject to the discretion of the senior management team to implement our stock repurchase plan, and subject to market conditions and as permitted by securities laws and other legal, regulatory and contractual requirements and covenants.

Apart from what has been disclosed above, there are no known trends, events or uncertainties that have had or are likely to have a material impact on our liquidity, financial condition and capital resources. Based upon our current operations, we believe that cash flows from operations, available cash and available borrowings under our credit facilities will be adequate to meet our future liquidity needs for the following year. Any projections of future earnings and cash flows are subject to substantial uncertainty. We may need to access debt and equity markets in the future if unforeseen costs or opportunities arise, to meet working capital requirements, fund acquisitions or investments or repay our indebtedness under credit facilities. If we need to obtain new debt or equity financing in the future, the terms and availability of such financing may be impacted by economic and financial market conditions, as well as our financial condition and results of operations at the time we seek additional financing.

Commitments

Information about our commitments and contingent liabilities is contained in Note 11 of the Condensed Consolidated Financial Statements.

Off Balance Sheet Arrangements

We are party to certain financial instruments with off-balance sheet risk in the normal course of business as a registered securities broker-dealer, futures commission merchant, U.K. based financial services firm, provisionally registered swap dealer and from our market-making and proprietary trading in the foreign exchange and commodities and debt securities markets. These financial instruments include futures, forward and foreign exchange contracts, exchange-traded and OTC options, To Be Announced (“TBA”) securities and interest rate swaps. Derivative financial instruments involve varying degrees of off-balance sheet market risk whereby changes in the fair values of underlying financial instruments may result in changes in the fair value of the financial instruments in excess of the amounts reflected in the Condensed Consolidated Balance Sheets. Exposure to market risk is influenced by a number of factors, including the relationships between the financial instruments and our positions, as well as the volatility and liquidity in the markets in which the financial instruments are traded. The principal risk components of financial instruments include, among other things, interest rate volatility, the duration of the underlying instruments and changes in commodity pricing and foreign exchange rates. We attempt to manage our exposure to market risk through various techniques. Aggregate market limits have been established and market risk measures are routinely monitored against these limits. Derivative contracts are traded along with cash transactions because of the integrated nature of the markets for such products. We manage the risks associated with derivatives on an aggregate basis along with the risks associated with our proprietary trading and market-making activities in cash instruments as part of our firm-wide risk management policies.

A significant portion of these instruments are primarily the execution of orders for commodity futures and options on futures contracts on behalf of our clients, substantially all of which are transacted on a margin basis. Such transactions may expose us to significant credit risk in the event margin requirements are not sufficient to fully cover losses which clients may incur. We control the risks associated with these transactions by requiring clients to maintain margin deposits in compliance with both clearing organization requirements and internal guidelines. We monitor required margin levels daily and, therefore, may require clients to deposit additional collateral or reduce positions when necessary. We also establish contract limits for clients, which are monitored daily. We evaluate each client’s creditworthiness on a case-by-case basis. Clearing, financing, and settlement activities may require us to maintain funds with or pledge securities as collateral with other financial institutions. Generally, these exposures to exchanges are subject to netting of open positions and collateral, while exposures to clients are subject to netting, per the terms of the client agreements, which reduce the exposure to us by permitting receivables and payables with such clients to be offset in the event of a client default. Management believes that the margin deposits held as of June 30, 2023 are adequate to minimize the risk of material loss that could be created by positions held at that time. Additionally, we monitor collateral fair value on a daily basis and adjust collateral levels in the event of excess market exposure. Generally, these exposures to both counterparties and clients are subject to master netting agreements and the terms of the client agreements, which reduce our exposure.

As a broker-dealer in U.S. Treasury obligations, U.S. government agency obligations, agency mortgage-backed obligations, and asset-backed obligations, we are engaged in various securities trading, borrowing and lending activities serving solely institutional counterparties. Our exposure to credit risk associated with the nonperformance of counterparties in fulfilling their contractual obligations pursuant to these securities transactions and market risk associated with the sale of securities not yet purchased can be directly impacted by volatile trading markets which may impair their ability to satisfy outstanding obligations to us. In the event of non-performance and unfavorable market price movements, we may be required to purchase or sell financial instruments, which may result in a loss to us.

We transact OTC and foreign exchange contracts with our clients, and our OTC and foreign exchange trade desks will generally offset the client’s transaction simultaneously with one of our trading counterparties or will offset that transaction with a similar, but not identical, position on the exchange. These unmatched transactions are intended to be short-term in nature and are conducted to facilitate the most effective transaction for our client.

Additionally, we hold options and futures on options contracts resulting from market-making and proprietary trading activities in these product lines. We assist clients in our commodities trading business to protect the value of their future production (precious or base metals) by selling them put options on an OTC basis. We also provide our physical commodities trading business clients with sophisticated option products, including combinations of buying and selling puts and calls. We mitigate our risk by effecting offsetting options with market counterparties or through the purchase or sale of exchange-traded commodities futures. The risk mitigation of offsetting options is not within the documented hedging designation requirements of the Derivatives and Hedging Topic of the ASC.

As part of the activities discussed above, we carry short positions. We sell financial instruments that we do not own, borrow the financial instruments to make good delivery, and therefore are obliged to purchase such financial instruments at a future date in order to return the borrowed financial instruments. We record these obligations in the condensed consolidated financial statements as of June 30, 2023 and September 30, 2022, at fair value of the related financial instruments, totaling $2,696.2 million and $2,469.6 million, respectively. These positions are held to offset the risks related to financial assets owned, and reported in our Condensed Consolidated Balance Sheets in Financial instruments owned, at fair value and Physical commodities inventory, net. We will incur losses if the fair value of the financial instruments sold, not yet purchased, increases subsequent to June 30, 2023, which might be partially or wholly offset by gains in the value of assets held as of June 30, 2023. The totals of $2,696.2 million and $2,469.6 million include a net liability of $406.6 million and $384.0 million for derivative contracts, including those designated as hedges, based on their fair value as of June 30, 2023 and September 30, 2022, respectively.

We do not anticipate non-performance by counterparties in the above situations. We have a policy of reviewing the credit standing of each counterparty with which we conduct business. We have credit guidelines that limit our current and potential credit exposure to any one counterparty. We administer limits, monitor credit exposure, and periodically review the financial soundness of counterparties. We manage the credit exposure relating to our trading activities in various ways, including entering into collateral arrangements and limiting the duration of exposure. Risk is mitigated in certain cases by closing out transactions and entering into risk reducing transactions.

We are a member of various exchanges that trade and clear futures and option contracts. We are also a member of and provide guaranties to securities clearinghouses and exchanges in connection with client trading activities. Associated with our memberships, we may be required to pay a proportionate share of the financial obligations of another member who may default on its obligations to the exchanges. While the rules governing different exchange memberships vary, in general our guaranty obligations would arise only if the exchange had previously exhausted its resources. In addition, any such guaranty obligation would be apportioned among the other non-defaulting members of the exchange. Our liability under these arrangements is not quantifiable and could exceed the cash and securities we have posted as collateral at the exchanges. However, management believes that the potential for us to be required to make payments under these arrangements is remote. Accordingly, no contingent liability for these arrangements has been recorded in the Condensed Consolidated Balance Sheets as of June 30, 2023 and September 30, 2022.

Effects of Inflation

Increases in our expenses, such as compensation and benefits, transaction-based clearing expenses, occupancy and equipment rental, may result from inflation, while we may not be readily recoverable from increasing the prices of our services. Rising interest rates are generally favorable for us, to the extent that inflation has other adverse effects on the financial markets and on the value of the financial instruments held in inventory, it may adversely affect our financial position and results of operations.

Critical Accounting Policies

See our critical accounting policies discussed in the Management’s Discussion and Analysis of the most recent Annual Report filed on Form 10-K. There have been no material changes to these policies.

Other Accounting Policies

Note 1 to the Consolidated Financial Statements included within the most recent Annual Report filed on Form 10-K includes our significant accounting policies. There have been no material changes to these policies.

Accounting Development Updates

Recently Issued Accounting Pronouncements

None.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Credit Risk

See also Note 4 to the condensed consolidated financial statements, ‘Financial Instruments with Off-Balance Sheet Risk and Concentrations of Credit Risk’.

Market Risk

We conduct our market-making and trading activities predominantly as a principal, which subjects our capital to significant risks. These risks include, but are not limited to, absolute and relative price movements, price volatility and changes in liquidity, over which we have virtually no control. Our exposure to market risk varies in accordance with the volume of client-driven market-making transactions, the size of the proprietary positions and the volatility of the financial instruments traded.

We seek to mitigate exposure to market risk by utilizing a variety of qualitative and quantitative techniques:

•Diversification of business activities and instruments;

•Limitations on positions;

•Allocation of capital and limits based on estimated weighted risks; and

•Daily monitoring of positions and mark-to-market profitability.

We utilize derivative products in a trading capacity as a dealer to satisfy client needs and mitigate risk. We manage risks from both derivatives and non-derivative cash instruments on a consolidated basis. The risks of derivatives should not be viewed in isolation, but in aggregate with our other trading activities.

We are exposed to market risk in connection with our retail trading activities. Because we act as counterparty to our retail clients’ transactions, we are exposed to risk on each trade that the value of our position will decline. Accordingly, accurate and efficient management of our net exposure is a high priority, and we have developed policies addressing both our automated and manual procedures to manage our exposure. These risk-management policies and procedures are established and reviewed regularly by the Risk Committee of our Board of Directors. Our risk-management policies require quantitative analyses by instrument, as well as assessment of a range of market inputs, including trade size, dealing rate, client margin and market liquidity. Our risk-management procedures require our team of senior traders to monitor risk exposure on a continuous basis and update senior management both informally over the course of the trading day and formally through intraday and end of day reporting. A key component of our approach to managing market risk is that we do not initiate market positions for our own account in anticipation of future movements in the relative prices of products we offer.

Management believes that the volatility of revenues is a key indicator of the effectiveness of our risk management techniques. The graph below summarizes volatility of our daily revenue, determined on a marked-to-market basis, during the nine months ended June 30, 2023.

In our Securities market-making and trading activities, we maintain inventories of equity and debt securities. In our Commercial segment, our positions include physical commodities inventories, precious metals on lease, forwards, futures and options on futures, and OTC derivatives. Our commodity trading activities are managed as one consolidated book for each commodity encompassing both cash positions and derivative instruments. We monitor the aggregate position for each commodity in equivalent physical ounces, metric tons, or other relevant unit.

Interest Rate Risk

In the ordinary course of our operations, we have interest rate risk from the possibility that changes in interest rates will affect the values of financial instruments and impact interest income earned. Within our domestic institutional dealer in fixed income securities business, we maintain a significant amount of trading assets and liabilities which are sensitive to changes in interest rates. These trading activities primarily consist of securities trading in connection with U.S. Treasury, U.S. government agency, agency mortgage-backed and agency asset-backed obligations, as well as investment grade, high-yield, convertible and emerging markets debt securities. Derivative instruments, which consist of futures, TBA securities and forward settling transactions, are used to manage risk exposures in the trading inventory. We enter into TBA securities transactions for the sole purpose of managing risk associated with mortgage-backed securities.

In addition, we generate interest income from the positive spread earned on client deposits. We typically invest in U.S. Treasury bills, notes, and obligations issued by government sponsored entities, reverse repurchase agreements involving U.S. Treasury bills and government obligations or AA-rated money market funds. In some instances, we maintain interest earning cash deposits with banks, clearing organizations and counterparties. We have an investment policy which establishes acceptable standards of credit quality and limits the amount of funds that can be invested within a particular fund, institution, clearing organization or counterparty. We estimate that as of June 30, 2023, an immediate 25 basis point decrease in short-term interest rates would result in approximately $4.2 million less in annual net income.

We manage interest expense using a combination of variable and fixed rate debt. The debt instruments are carried at their unpaid principal balance which approximates fair value. As of June 30, 2023, $422.6 million of outstanding principal debt was variable-rate debt. We are subject to earnings and liquidity risks for changes in the interest rate on this debt. As of June 30, 2023, $347.9 million of outstanding principal debt was fixed-rate long-term debt.

Foreign Currency Risk

Currency risk arises from the possibility that fluctuations in foreign exchange rates will impact the value of our earnings and assets. Entities that have assets and liabilities denominated in currencies other than the primary economic environment in which the entity operates are subject to remeasurement. Virtually all sales and related operating costs are denominated in the currency of the local country and translated into USD for consolidated reporting purposes. Although the majority of the assets and liabilities of these subsidiaries are denominated in the functional currency of the subsidiary, they may also hold assets or liabilities denominated in other currencies. As a result, our results of operations and financial position are exposed to changing currency rates. We may consider entering into hedging transactions to mitigate our exposure to foreign currency exchange rates. These hedging transactions may not be successful.

Item 4. Controls and Procedures

In connection with the filing of this Form 10-Q, our management, including the Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of June 30, 2023. Our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective to provide reasonable assurance that their objectives were met as of June 30, 2023.

There are limitations inherent in any internal control, such as the possibility of human error and the circumvention or overriding of controls. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met, and may not prevent or detect misstatements. As conditions change over time, so too may the effectiveness of internal controls. As a result, there can be no assurance that a control system will succeed in preventing all possible instances of error and fraud. Our disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives, and the conclusions our Chief Executive Officer and Chief Financial Officer are made at the “reasonable assurance” level.

There were no changes in our internal controls over financial reporting during the quarter ended June 30, 2023 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II

Item 1. Legal Proceedings

For information regarding certain legal proceedings to which we are currently a party, see Note 11, “Commitments and Contingencies” in the notes to our Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q.

Item 1A. Risk Factors

In addition to the other information set forth in this report, information regarding risks affecting us appears in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended September 30, 2022. These are not the only risks we face. Additional risks and uncertainties not currently known to us or that management currently considers to be non-material may in the future adversely affect our business, financial condition and operating results.

During the three months ended March 31, 2023, we identified updates to certain of our existing risk factors, which have been restated below:

We are subject to risk of default by financial institutions that hold our funds and our clients’ funds.

We have significant deposits of our own funds and our clients' funds with banks and other financial institutions, including liquidity providers. Although we did not have any material deposits with any of the banks affected by the banking crisis (such as the closure of Silicon Valley Bank, receiverships of First Republic Bank and Signature Bank, and announced acquisition of Credit Suisse Group AG), we could experience losses on cash and investments holdings due to failures of financial institutions and other parties. If other banks and financial institutions enter receivership or become insolvent in the future in response to financial conditions affecting the banking system and financial markets, we might not be able to fully recover the assets we have deposited or deposited on our customers’ behalf since, in certain cases, we will be among the institution’s unsecured creditors. As a result, our business, financial condition and results of operations could be materially adversely affected by the loss of these funds.

The success of our business depends on having access to significant liquidity.

Our business requires substantial cash to support our operating activities, including establishing and carrying substantial open positions for clients on futures exchanges and in the OTC derivatives markets by posting and maintaining margin or credit support for these positions. Although we collect margin or other deposits from our clients for these positions, significant adverse price movements can occur which will require us to post margin or other deposits on short notice, whether or not we are able to collect additional margin or credit support from our clients. We have systems in place to collect margin and other deposits from clients on a same-day basis, however, there can be no assurance that these facilities and systems will be enable us to obtain additional cash on a timely basis. As such, the Company is highly dependent on its lines of credit and other financing facilities in order to fund margin calls and other operating activities and the loss of access to these sources of financing could materially adversely affect our results of operations, financial condition and cash flows.

In addition, tightening of the credit markets could limit our ability to obtain external financing to fund our operations and capital expenditures if, and when, needed. For example, Signature Bank was a lender under certain of our credit facilities. Although we did not experience any adverse impact upon the receivership of Signature Bank, we could experience reduced access to liquidity due to failures of other financial institutions and other parties. If other banks and financial institutions enter receivership or become insolvent in the future in response to financial conditions affecting the banking system and financial markets, our ability to access our existing cash, cash equivalents and investments may be threatened and could substantially and negatively impact our financial condition and ability to do business.

In January 2023, we identified the following additional risk factor:

Our revenues, operational costs, regulatory compliance and client satisfaction could be adversely affected by the failure of a vendor or other third party to continue providing services to us.

We rely on vendors and other third-parties to provide us with services that are essential to our ability to provide clients with our products and services. These services range from core infrastructure, such as utilities, communications and web hosting services, to systems that allow us to execute and process transactions entered into by our clients.

If these vendors or other third-parties suffer operations issues, including as a result of cyber attacks, and they are unable to continue to provide these services to us, we may be exposed to a variety of risks, including loss of revenue if our clients cannot trade with us, increased costs if we are required to employ alternative solutions and reputational harm.

In addition, some of our vendors hold sensitive information on our behalf, including personally identifiable information relating to our clients. If this data were to be compromised, either as a result of a cyber attack or otherwise, we could be in breach of our obligations to our clients, as well as applicable data protections laws, which could materially adversely affect our results of operations and reputation.

Cyber attacks directed at our vendors may also make us more vulnerable to being targeted for cyber attacks ourselves if the bad actors are able to obtain information relating to our company and / or systems.

If one of our vendors experiences a cyberbreach of its own systems or has data that it holds misappropriated, we could be exposed to a number of additional risks, including:

a.heightened risk that we will not be able to comply with applicable regulatory requirements;

b.increased risk that external parties will be able to execute fraudulent transactions using our systems;

c.losses from fraudulent transactions, as well as potential liability for losses suffered by our clients;

d.increased operational costs to remediate the consequences of the external party’s security breach; and

e.reputational harm arising from the perception that our systems may not be secure.

In some cases, operational issues or security breaches affecting our vendors may require us to take steps to protect the integrity of our own operational systems or to safeguard confidential information that we hold, including restricting the ability of our clients to trade or have access to their accounts. These actions could potentially diminish customer satisfaction and confidence in us, materially adversely affecting our results of operations.

For example, on January 31, 2023, we were notified by ION Group, one of our vendors which provides back office trade processing services relating to certain of our listed derivatives businesses, that it had experienced a cybersecurity incident, which rendered certain of its services inaccessible to us and its other clients. As a result of the incident, we imposed restrictions on clients of our UK subsidiary relating to the trading of listed derivatives. We are continuing to assess the impact of the ION incident.

Furthermore, the widespread and expanding interconnectivity among financial institutions, clearing banks, CCPs, payment processors, financial technology companies, securities exchanges, clearing houses and other financial market infrastructures increases the risk that the disruption of an operational system involving one institution or entity, including due to a cyber attack, may cause industry-wide operational disruptions that could materially affect our ability to conduct business.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Our common stock repurchase program activity for the three months ended June 30, 2023 was as follows:


Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Program	Maximum Number of Shares Remaining to be Purchased Under the Program
April 1, 2023 to April 30, 2023	—	$	—	—	1,000,000
May 1, 2023 to May 31, 2023	—	—		—	1,000,000
June 1, 2023 to June 30, 2023	—	—		—	1,000,000
Total	—	$	—	—

Item 5. Other Information

Historically, the company’s executive officers and directors have entered into Rule 10b5-1 trading arrangements periodically. Now, in accordance with the new disclosure requirement set forth in Item 408(a) of Regulation S-K, the following table discloses any officer (as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended) or director who adopted a contract, instruction or written plan for the sale of securities of the company intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) during the three months ended June 30, 2023.

Name and Title

Type of Plan

Adoption Date

Duration or End Date

Aggregate Number of Securities to be Sold

Description of Trading Arrangement

Eric Parthemore - Director

Rule 10b5-1 trading arrangement

6/16/2023

9/18/2024

4,500

Sales of shares

Other than as disclosed above, no other officer or director adopted, modified or terminated a contract, instruction or written plan for the purchase or sale of securities of the company intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or a non-Rule 10b5-1 trading arrangement.

Item 6. Exhibits


10.1						Seventh Amendment dated June 30, 2023, to the Amended and Restated Credit Agreement, dated as of February 22, 2019 by and between StoneX Group Inc. (f/k/a INTL FCStone Inc.) as Borrower, the Lenders from time to time party thereto and Bank of America, N.A., as Administrative Agent (Annex A to the Seventh Amendment contains the Amended and Restated Credit Agreement, as amended by the Seventh Amendment thereto).*

31.1						Certification of Chief Executive Officer, pursuant to Rule 13a—14(a).*

31.2						Certification of Chief Financial Officer, pursuant to Rule 13a—14(a).*

32.1						Certification of Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*

32.2						Certification of Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*

101.INS						Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)

101.SCH						Inline XBRL Taxonomy Extension Schema Document

101.CAL						Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF						Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB						Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE						Inline XBRL Taxonomy Extension Presentation Linkbase Document

104						Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
*						Filed as part of this report.

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

StoneX Group Inc.

Date:

August 2, 2023

/s/ Sean M. O’Connor

Sean M. O’Connor

Chief Executive Officer

Date:

August 2, 2023

/s/ William J. Dunaway

William J. Dunaway

Chief Financial Officer