CME Group (CME) 10-K risk factor changes: FY2021 vs FY2020
The 2021-12-31 10-K against the 2020-12-31 one, compared heading by heading and sentence by sentence.
Item 1A94 rewritten15 added25 removed270 unchanged
All filing items911 rewritten364 added394 removed1,981 unchanged
Summary
counted, not written
- Item 1A lists 28 risk factor headings: 0 new, 7 reworded and 21 unchanged since FY2020. 0 headings from FY2020 no longer appear.
- Sentence by sentence, 364 added, 394 removed, 911 rewritten and 1,981 unchanged across 17 items that differ.
- New this year: Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.
New Item 1A headings (0)
No risk factor heading in this filing is absent from FY2020.
Removed Item 1A headings (0)
Every FY2020 risk factor heading is still here, word for word or reworded.
Reworded Item 1A headings (7)
- Our role in the global marketplace places us at greater risk than other public companies for a cyber attack and other
[removed: cyber security][added: cyber-security] risks. Our technology, our people and those of our third-party service[removed: providers][added: providers, and our customers] may be vulnerable to[removed: cyber security][added: cyber-security] threats, which could result in wrongful use of our data or our customers’ data or cause interruptions in our operations that cause us to lose customers and trading volume and result in substantial liabilities. We also could be required to incur significant expense to protect our systems and/or investigate any alleged attack. - The COVID-19 pandemic has negatively affected the global economy, including the U.S. economy and the global financial markets, and has disrupted our business and
[removed: that of]our clients’ businesses. The ultimate impact from COVID-19, including duration, is unknown and could have an adverse effect on our business, financial condition and results of operations. - Damage to our reputation [added: or brand] could harm our business.
- The success of our markets depends on our ability to complete development of, successfully implement and maintain the electronic trading and clearing systems that have the functionality, performance,
[removed: availability,][added: availability and resilience,] capacity, security and speed required by our customers. - Our Three-Month Eurodollar futures [added: and options] contracts are based on the three-month U.S. Dollar London Interbank Offered Rate (LIBOR) underlying rate. To the extent trading in Eurodollar contracts decreases or is discontinued and our alternative contracts are not successful, our revenues would be negatively impacted. Certain of our other businesses could also be negatively affected by changes to LIBOR.
- Our risk
[removed: management and][added: management,] compliance [added: and monitoring] programs might not be effective and may result in outcomes that could adversely affect our reputation, financial condition and operating results. [removed: Eleven][added: Ten] of our board members own trading[removed: rights][added: rights,] or are officers or directors of firms that own trading[removed: rights][added: rights,] on our derivatives exchanges. As members, these individuals may have interests that differ from or conflict with those of shareholders who are not also members. Our dependence on the trading and clearing activities of our exchange members, combined with the CME members' rights to elect six directors, may enable them to exert substantial influence over the operation of our business.
A heading is new when no FY2020 heading matches it after ignoring case and punctuation, and reworded when it shares at least 60 percent of its words with one that went away. All current risk factor headings.
Sentences by item
23 items, with every count and a link to each item that changed
Underlined words on a shaded ground are new in FY2021; struck-through words were in FY2020. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. RISK FACTORS
94 rewritten, 15 added, 25 removed, 270 unchanged
- changes in price levels, trading volumes and volatility in the derivatives, cash and [removed: OTC] [added: over-the-counter (OTC)] markets and in their underlying markets;
- changes in government monetary policies, including central bank decisions related to quantitative easing and the U.S. Federal Reserve and other international banks' forecasted [removed: commitment to zero or near-zero] interest rates;
We believe that our interest rate product line [removed: will] [added: could] continue to be negatively impacted by [removed: the current state of the economy and] a [removed: zero-interest] [added: return to a zero interest] rate policy.
Please see "Item 1A - Risk Factors - Risks Relating To Our Business" beginning on page [removed: 19] [added: [19](#i6baa7f3b6e6c4b53a297b489839e5a7b_2141)] for additional information.
We operate in a heavily regulated environment that imposes significant costs and competitive burdens on our [removed: business] [added: business,] and our failure to maintain compliance with regulations, our status as a regulated entity, or BrokerTec Americas' status as a member in good standing at FICC, could result in the loss of customers.
We are primarily subject to the jurisdiction of the regulatory agencies in the U.S., U.K. and [removed: Europe.][added: European Union.]
Additional new laws or regulations or changes in enforcement practices applicable to our businesses or those of our clients could be imposed in the U.S. or other jurisdictions, which could change, or require us to change, our business practices or the structure of our business, including its current governance [added: or regulatory] structure, or impose significant costs on us by, for example, requiring more of our funds to be set aside for the guaranty fund.
If such proposals were to become law, they could have a negative impact on our industry and on us by making transactions more costly to market participants, which may reduce trading and could make our markets less [removed: competitive.][added: competitive, with a resulting negative impact on our business, financial condition and operating results.]
If we fail to comply with applicable laws, rules or regulations, we may be subject to censure, fines, cease-and-desist orders, suspension of our business, removal of personnel or other sanctions, including revocation of our designations as a contract market, derivatives clearing organization, swap execution facility, swap data [removed: repository or broker-dealer] [added: repository, broker-dealer, multilateral trading facility] or other regulatory penalties.
The risks from failing to comply with these regulatory obligations include potential liability, disciplinary action against the firm and individuals, monetary [removed: penalties,] [added: penalties] and restrictions on future activities.
Please see "Item 1 - Business - Regulatory Matters" beginning on page [removed: 11] [added: [11](#i6baa7f3b6e6c4b53a297b489839e5a7b_2068)] for additional information on our areas of regulatory focus.
If these legislative or regulatory changes are adopted, our [removed: revenues] [added: business, financial condition] and [removed: profits] [added: operating results] could be adversely affected.
- respond more quickly to competitive [removed: pressures,] [added: pressures and opportunities,] including responses based upon their corporate governance structures, which may be more flexible and efficient than our corporate governance structure;
If our products, markets and services are not [added: competitive or are viewed as less] competitive, our business, financial condition and operating results could be adversely affected.
Please see "Item 1 - Business - Competition" beginning on page [removed: 10] [added: [10](#i6baa7f3b6e6c4b53a297b489839e5a7b_2044)] for additional information on the competitive environment and its potential impact on our business.
To do so, we must maintain and expand our product offerings, our customer base and our trade execution facilities, our pre-and post-trade [added: services and clearing facilities.]
[removed: For example, some of our competitors have engaged in aggressive pricing strategies in the] past, such as lowering the fees they charge for taking liquidity and increasing liquidity payments or rebates.
Additionally, from time to time, certain customers may represent a significant portion of the open interest in our individual product lines or [removed: contracts] [added: contracts,] and a substantial decrease in their trading activity could have a negative impact on the liquidity of the particular product line or contract.
Because our cost structure is largely fixed, if demand for our products and services and our resulting revenues decline, we may not be able to adjust our cost structure on a timely [removed: basis] [added: basis,] and our profitability could be adversely affected.
Our role in the global marketplace places us at greater risk than other public companies for a cyber attack and other [removed: cyber security] [added: cyber-security] risks.
Our technology, our people and those of our third-party service [removed: providers] [added: providers, and our customers] may be vulnerable to [removed: cyber security] [added: cyber-security] threats, which could result in wrongful use of our data or our customers’ data or cause interruptions in our operations that cause us to lose customers and trading volume and result in substantial liabilities.
We regard the secure storage and transmission of data and the ability to continuously transact and clear on our electronic trading platforms as critical elements of our [removed: operations.][added: operations and our operational resiliency.]
Our technology, our people and those of our third-party service providers and our customers may be vulnerable to targeted attacks, such as "phishing" attacks, unauthorized access, fraud, computer viruses, denial of service attacks, terrorism, "ransom" attacks, firewall or encryption failures or other security [added: or operational] risks.
Our usage of [removed: mobile] [added: mobile, web,] and cloud [removed: technologies] [added: technologies, such as those pursuant to our partnership with Google Cloud,] may increase our risk [removed: for] [added: of] a cyber attack.
As part of our global information security and privacy programs, we employ resources to prevent, detect and respond to cyber-attacks and security risks that could impact our people, [removed: processes,] [added: processes] and technology infrastructure, including the rapid response to zero-day vulnerabilities.
However, our security measures or those of our third-party providers, including any cloud-based technologies, [added: such as those pursuant to our partnership with Google Cloud,] may prove insufficient depending upon the attack or threat posed.
Though we have insurance against [removed: some] [added: certain] cyber and privacy risks and attacks, we may be subject to litigation and financial losses that exceed our policy limits or are not covered under any of our current insurance policies.
While we have implemented significant physical security protection measures, business continuity [removed: plans] [added: plans,] and established backup [removed: sites,] [added: sites to provide operational resiliency,] in the event of an attack or a threat of an attack, these security measures and contingency plans may be inadequate to prevent significant disruptions in our business, technology or access to the infrastructure necessary to maintain our business.
Such an attack may result in harm to our [removed: personnel,] [added: personnel or] the closure of our facilities or render our backup data and recovery systems inoperable.
Any of these events could have a material adverse effect on our business, financial [removed: condition] [added: condition,] and operating results.
The COVID-19 pandemic has negatively affected the global economy, including the U.S. economy and the global financial markets, and has disrupted our business and [removed: that of] our clients’ businesses.
The ongoing COVID-19 [removed: health emergency] [added: pandemic] has caused significant disruption in the international and U.S. economies and financial markets.
The spread of COVID-19 has caused illness, quarantines, cancellation of events and travel, business and school shutdowns, reduction in business activity and financial transactions, labor shortages, [added: employee attrition,] supply chain interruptions and overall economic and financial market instability in the U.S. Similar impacts also have been experienced throughout the world, including in every country in which we do business.
- Key members of senior management or a significant number of our employees [added: being] unable to work as a result of contracting COVID-19 or related illnesses;
- Changes in demand for our products and services, based upon fiscal, [removed: monetary] [added: monetary,] and trade policies adopted in response to the economic impact of the pandemic;
- Reduced economic activity [removed: generally] [added: generally, which] could cause businesses to have less need to hedge in our markets;
- Delays in our expansion, [removed: investment and] [added: investment,] strategic initiatives and system integrations;
- Impacts to our ability to expand our client base, grow our business and generate new revenue due to the inability to hold in-person meetings, events and [removed: conferences] [added: conferences,] and other impacts from social distancing;
- Increased financial and operational stress experienced by our clearing firm members due to unprecedented [removed: volatility,] [added: volatility or downturn,] including significant losses that may result in a reduction of business or a default;
These potential impacts may exist for a significant period of time and may adversely affect our business, financial [removed: condition] [added: condition,] and results of operations even after the COVID-19 pandemic has subsided.
Our businesses and those of many of our clients have been and continue to be subject to extensive legislation and regulatory scrutiny, and we face the risk of changes to our regulatory environment and business in the future and have incurred and expect to continue to incur significant costs to comply.
For example, some of our competitors have engaged in aggressive pricing strategies in the
to be in the best interests of our employees and clients.
elements of our trading, clearing, and other systems, as well as communications and networking equipment, computer hardware and software and related support and maintenance.
Although we conduct due diligence and monitor important suppliers and service providers (including their resiliency), we cannot provide assurances of their performance and any interruption or cessation of their supplies or services could negatively impact our operations or those of our customers, as well as affect our reputation, financial or regulatory posture.
In addition, while we may be entitled to recovery for breaches of, or liabilities otherwise incurred in connection with, our agreements with third-party suppliers and service providers, such recovery is limited by the terms of these agreements and may not compensate us in full.
The U.K. FCA, which regulates LIBOR, announced its intention to phase out the use of LIBOR with the cessation of one-week and two-month USD LIBOR, as well as non-USD LIBOR tenors, after December 31, 2021, and the cessation of publication of three-month, six-month and one-year USD LIBOR after June 30, 2023.
Financial institutions that currently report information used to set USD LIBOR are expected to stop doing so during 2023, and in 2021, the U.S. Federal Reserve Board and other regulatory bodies issued guidance encouraging banks and other financial market participants to cease entering into new contracts that use USD LIBOR as a reference rate no later than December 31, 2021.
In light of regulatory guidance, we expect banks and other financial market participants to cease entering into new contracts based on USD LIBOR and there is no guarantee that they will reference rates associated with our alternative products.
(SONIA) futures contracts.
We may issue additional equity and/or debt in connection with strategic partnerships.
within the anticipated time frames, that the joint venture may be more costly than expected, or that we may experience customer attrition.
Our regulated businesses are also required to maintain minimum capital requirements set by their applicable regulators.
Please see "Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations — Regulatory Requirements" beginning on page [45](#i6baa7f3b6e6c4b53a297b489839e5a7b_76) for additional information capital requirements.
We have limited ability to eliminate these election rights, and prior attempts to do so did not receive the necessary shareholder approvals.
Due to the global financial crisis that began in 2008, the U.S. and numerous other jurisdictions have undertaken reviews of the legal framework governing financial markets and have either enacted new laws, rules and regulations, or are in the process of enacting new laws, rules and regulations that could impact our business.
We have incurred and expect to continue to incur significant costs to comply with the extensive regulations that apply to our business.
services and clearing facilities.
In the past year, we have experienced an overall decrease in trading volume, which we believe is in part a result of effects of the COVID-19 pandemic.
We also closed our open outcry trading floor and trading is now conducted almost entirely through our electronic trading system.
In August 2020, the Eurodollar options pit was reopened after being reconfigured to meet social distancing standards with additional safety standards in place.
Although we are focused on the technology and customer experience as part of the migration of the BrokerTec platform to CME Globex in the first quarter of 2021 and the expected migration of the EBS platform to CME Globex in the
volume of transactions and to execute our business strategy, our ability to maintain or expand our businesses could be adversely affected.
LIBOR is the subject of national and international proposals for reform which advocate for the transition of survey based interbank offered rates to alternative transaction-based reference rates.
A transition from the widespread use of LIBOR to alternative benchmark rates is likely to occur over the next several years.
The U.K. FCA, which regulates LIBOR, has announced the desire to phase out the use of LIBOR by the end of 2021.
In October 2020, central banking counterparties revised the discounting and price alignment interest (PAI) of U.S.-dollar cleared interest rate swaps to use SOFR.
This event affected interest rate swaps, including auctions of newly created SOFR basis swaps, and increased liquidity for SOFR and the resulting orderly auctions.
On November 30, 2020, ICE Benchmark Administration (IBA) announced a consultation on its intention to cease the publication of certain LIBOR rates, including its intention to cease the publication of the three-month U.S. Dollar LIBOR on June 30, 2023.
The U.K. FCA also announced its proposed approach to ensure an orderly wind-down of LIBOR and has supported publication of three-month U.S. Dollar LIBOR tenor in a representative manner through June 30, 2023.
The U.S. Federal Reserve, Office of Comptroller of the Currency and the Federal Deposit Insurance Company also issued a statement
encouraging banks to cease entering into new contracts that use U.S. Dollar LIBOR as a reference rate as soon as practicable and in any event by December 31, 2021.
We may finance future transactions by issuing additional equity and/or debt.
potential conflicts with our joint venture or alliance partners.
number of transactions and events.
For example, one of our former employees pleaded guilty to theft of our trade secrets.
Our U.S. exchanges, swap execution facility and clearing house also are required to maintain minimum capital levels as defined by the CFTC, and BrokerTec Americas is required to meet minimum capital requirements set by the SEC.
We have limited ability to eliminate these election rights.
In 2018, we held a special meeting of shareholders to eliminate all or some of these director election rights.
While the proposal received majority support, it failed to achieve the required support under Delaware law from a majority of the outstanding owners of the Class B common stock.
An excerpt. Shown here: 40 of 94 rewritten, all 15 added and all 25 removed. The counts are complete. For every sentence, read Item 1A. RISK FACTORS in the FY2021 filing and the FY2020 filing.
Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
171 rewritten, 99 added, 57 removed, 334 unchanged
- Critical Accounting Policies: Provides an explanation of accounting policies [removed: which] [added: that] may have a significant impact on our financial results and the estimates, assumptions and risks associated with those policies.
- Results of Operations: Includes an analysis of our [removed: 2020] [added: 2021] financial results and a discussion of any known events or trends [removed: which] [added: that] are likely to impact future results.
We offer our customers the opportunity to trade futures contracts and options contracts on a range of [removed: products] [added: products,] including those based on interest rates, equity indexes, foreign exchange, agricultural commodities, energy and metals.
[removed: We also provide] [added: Prior to September 2021, we provided] optimization services that [removed: deliver] [added: delivered] transaction lifecycle management and information services to help our customers optimize their capital, mitigate their risk and reduce operational costs.
Optimization services [removed: includes] [added: included] Traiana, TriOptima and Reset.
We continue to maintain high quality and diverse products as well as various clearing and market data [removed: services] [added: services,] which support our customers in any economic environment.
Competition is influenced by our brand and reputation; the efficiency and security of our settlement, clearing and support services; depth and liquidity of our markets; diversity of product [removed: offerings] [added: offerings,] including frequency and quality of new product development and innovative services; our ability to position and expand upon existing products to address changing market needs; efficient and seamless customer experience; transparency, reliability, anonymity and security of transaction processing; the regulatory environment; connectivity, accessibility, flexibility in execution methods and distribution; [added: and] technology capability and innovation, as well as overall transaction costs.
Business" on page [removed: 10.][added: [10](#i6baa7f3b6e6c4b53a297b489839e5a7b_2044).]
Compliance with regulations may require us and our customers to dedicate significant financial and operational [removed: resources] [added: resources,] which could adversely affect our profitability.
Business" on page [removed: 11.][added: [11](#i6baa7f3b6e6c4b53a297b489839e5a7b_2068).]
Our strategy focuses on maximizing futures and options growth globally, diversifying our business and [removed: revenues,] [added: revenues] and delivering unparalleled customer efficiencies and operational [removed: excellence.][added: excellence, including through our partnership with Google Cloud.]
Business" on page [removed: 7.][added: [7](#i6baa7f3b6e6c4b53a297b489839e5a7b_1993).]
Clearing and transaction fees. A majority of our revenue is derived from clearing and transaction fees, which include electronic trading fees, surcharges for privately negotiated transactions and other volume-related charges for exchange-traded and over-the-counter [added: (OTC)] contracts.
[removed: Through our acquisition of NEX, we] [added: We] also offer foreign exchange spot and forward contracts and fixed income products.
The cash markets business [removed: also] includes BrokerTec Americas, which generates revenue from a matched principal business.
Other sources. Revenue is also derived from other [removed: sources] [added: sources,] including market data and information services and other various services related to our exchange operations.
[removed: Other] [added: Prior to the contribution of the net assets of our optimization business to OSTTRA, other] revenues [removed: include] [added: included] revenues from our optimization services, which [removed: include] [added: included] fees for risk management and information services for the [removed: over-the-counter] [added: OTC] markets, including portfolio reconciliation and post-trade processing.
Revenue earned from these services [removed: is] [added: was] typically generated through subscriptions or transaction fees.
Other revenues also include fees for [removed: post-trade services, fees for] collateral management, equity subscription fees and fees for trade order routing through agreements from various strategic relationships as well as other services to members and clearing firms.
However, licensing and other fee agreements can vary directly with certain equity, energy and swap [removed: volumes as well as] [added: volumes, and] the majority of our employee bonuses vary [removed: directly] [added: indirectly] with overall contract [removed: volume.][added: volume, as bonuses are primarily based on our financial performance.]
This expense also includes royalty fees and broker rebates on energy and metals [removed: products] [added: products,] as well as revenue sharing on cleared swaps contracts and some new product launches.
- Other expenses include occupancy and building operations expenses including rent, maintenance, real estate taxes, utilities and other related costs related to leased property in Chicago, New York, the U.K., [removed: India] [added: and India,] as well as other smaller locations throughout the world.
- Investment income includes income from short-term investment of clearing firms' cash performance bonds and guaranty fund contributions as well as excess operating cash; interest income and realized gains and losses from our marketable securities; realized gains and losses [removed: as well as] [added: and] dividend income from our strategic equity investments, and gains and losses on trading securities in our non-qualified deferred compensation plans.
- Equity in net earnings (losses) of unconsolidated subsidiaries includes income and losses from our investments in [added: OSTTRA,] S&P/Dow Jones Indices LLC (S&P/DJI), Shanghai CFETS-NEX International Money Broking Co., Ltd. and Dubai Mercantile Exchange.
- Other income (expense) includes expenses related to the distribution of a portion of interest earned on performance bond collateral reinvestment to the clearing firms, gains and losses on derivative contracts [removed: as well as] [added: and] other various income and expenses outside our core operations.
For further discussion regarding the fair value of financial assets and liabilities, see note [removed: 2 of the notes to the consolidated financial statements.][added: 2.]
These estimates and assumptions may include forecasted revenue growth rates; forecasted operating margins; risk-adjusted discount rates; forecasted economic and market [removed: conditions,] [added: conditions;] and industry multiples.
Income taxes. Calculation of the income tax provision includes an estimate of the income taxes that will be paid for the current [removed: year] [added: year,] as well as an estimate of income tax liabilities or benefits deferred into future years.
The calculation of our tax provision involves uncertainty in the application of complex tax regulations and we occasionally may consult with relevant tax authorities or engage [removed: third party] [added: third-party] expertise where appropriate.
For a comparison of our results of operations for the fiscal years ended December 31, [removed: 2019,] [added: 2020,] see "Part II, Item 7.
Management's Discussion and Analysis of Financial Condition and Results of Operations" of our Annual Report on Form 10-K for the fiscal year ended December 31, [removed: 2019] [added: 2020,] filed with the SEC on February [removed: 28, 2020.][added: 26, 2021.]
| (dollars in millions, except per share data) | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | | | | | | | [removed: 2020-2019] [added: 2021-2020] | | | | | | | | |
| Total revenues | | | | | | $ | [removed: 4,883.6] [added: 4,689.7] | | | | | $ | [removed: 4,868.0] [added: 4,883.6] | | | | | | | | | | | [removed: —] [added: (4)] | | % | | | | | | |
| Total expenses | | | | | | [removed: 2,246.2] [added: 2,044.5] | | | | | | [removed: 2,280.2] [added: 2,246.2] | | | | | | | | | | | | [removed: (1)] [added: (9)] | | | | | | | | |
| Operating margin | | | | | | [removed: 54] [added: 56] | | % | | | | [removed: 53] [added: 54] | | % | | | | | | | | | | | | | | | | | | |
| Non-operating income (expense) | | | | | | $ | [removed: 84.7] [added: 728.4] | | | | | $ | [removed: 101.8] [added: 84.7] | | | | | | | | | | | [removed: (17)] [added: n.m.] | | | | | | | | |
| Effective tax expense rate | | | | | | [removed: 22.6] [added: 21.8] | | % | | | | [removed: 21.3] [added: 22.6] | | % | | | | | | | | | | | | | | | | | | |
| Net income attributable to CME Group | | | | | | $ | [removed: 2,105.2] [added: 2,636.4] | | | | | $ | [removed: 2,116.5] [added: 2,105.2] | | | | | | | | | | | [removed: (1)] [added: 25] | | | | | | | | |
| Diluted earnings per common share attributable to CME Group | | | | | | [removed: 5.87] [added: 7.29] | | | | | | [removed: 5.91] [added: 5.87] | | | | | | | | | | | | [removed: (1)] [added: 24] | | | | | | | | |
| Cash flows from operating activities | | | | | | [removed: 2,715.6] [added: 2,402.4] | | | | | | [removed: 2,672.8] [added: 2,715.6] | | | | | | | | | | | | [removed: 2] [added: (12)] | | | | | | | | |
In September 2021, we contributed the net assets of our optimization business to OSTTRA, our new joint venture with IHS Markit.
Regulatory Environment. Our exchange-traded derivatives exchanges and other businesses are regulated and we serve a customer base that includes regulated institutions and individuals.
Beginning in May 2021, open outcry trading is now limited to Eurodollar options and Secured Overnight Financing Rate (SOFR) options products following the permanent closure of most of our open outcry pits.
Summary of Significant Accounting Policies and note 17.
Fair Value Measurements to the consolidated financial statements.
_________
n.m.
not meaningful
| | | | 2021 | | | | | | 2020 | | | | | | | | | | | | 2021-2020 | | | | | | | | |
| Aggregate average daily volume | | | | | | 19,614 | | | | | | 19,054 | | | | | | | | | | | | 3 | | | | | | | | |
In 2021 when compared with 2020, overall market volatility remained lower following periods of higher volatility in 2020, with the exception of interest rate volatility.
In mid-2021, the Federal Reserve indicated a potential increase in interest rates earlier than many market participants expected, which resulted in higher volatility within the interest rate market.
However, volatility remained lower in other markets throughout much of 2021.
In addition, a continued rebalance and reduction in demand in the crude oil market as a result of the COVID-19 pandemic resulted in lower market volatility within the energy market in 2021.
Due to the COVID-19 pandemic, in March 2020 we closed our open outcry trading floor and reopened it in August 2020 for Eurodollar options.
In May 2021, we announced our decision to permanently close the trading floor outside of Eurodollar options and Secured Overnight Financing Rate (SOFR) options.
| (amounts in thousands) | | | | | | 2021 | | | | | | 2020 | | | | | | | | | | | | 2021-2020 | | | | | | | | |
| 10-Year (1) | | | | | | 2,495 | | | | | | 2,107 | | | | | | | | | | | | 18 | | | | | | | | |
| 5-Year (1) | | | | | | 1,278 | | | | | | 1,090 | | | | | | | | | | | | 17 | | | | | | | | |
| Treasury bond (1) | | | | | | 580 | | | | | | 504 | | | | | | | | | | | | 15 | | | | | | | | |
(1) U.S. Treasury futures and options now include respective weekly treasury options that were previously separated under a unique product category.
Prior period amounts have been revised to conform to the current period presentation.
We believe interest rate volatility increased following the Federal Reserve's indication that it would maintain its zero interest rate policy in the short term and potentially raise interest rates sooner than expected.
In addition, we believe the increase in U.S. Treasury contract volume was due to a record level of U.S. Treasury issuances, which has led to an increased need for market participants to manage their risk across the treasury yield curve.
| (amounts in thousands) | | | | | | 2021 | | | | | | 2020 | | | | | | | | | | | | 2021-2020 | | | | | | | | |
In 2021 when compared with 2020, equity index contract volume decreased slightly due to overall lower volatility.
We believe the volatility within the broad-based indexes, including the S&P 500, subsided in 2021 following significant equity market volatility in early 2020 resulting from uncertainty surrounding the economic impact of governmental and business actions to combat the COVID-19 pandemic.
However, there was an increase in volatility within certain narrow-based technology and small cap indexes, which resulted from a market repricing of certain stocks in early 2021.
We believe this increase in volatility contributed to an increase in the E-mini Nasdaq 100 and E-mini Russell 2000 contract volume in 2021.
| (amounts in thousands) | | | | | | 2021 | | | | | | 2020 | | | | | | | | | | | | 2021-2020 | | | | | | | | |
Market volatility subsided in 2021 following very high foreign exchange volatility in early 2020
caused by significant uncertainty surrounding the economic impacts of the governmental and business actions to combat the COVID-19 pandemic.
| (amounts in thousands) | | | | | | 2021 | | | | | | 2020 | | | | | | | | | | | | 2021-2020 | | | | | | | | |
In 2021 when compared with 2020, overall commodity contract volume decreased, which we believe is a result of lower market volatility in the second half of 2021.
Market volatility subsided in the second half of 2021 following periods of higher volatility in 2020 and early 2021 as crop supplies met demand following the 2021 growing season and COVID-19 related supply chain disruptions were corrected.
| (amounts in thousands) | | | | | | 2021 | | | | | | 2020 | | | | | | | | | | | | 2021-2020 | | | | | | | | |
Overall energy contract volume decreased in 2021 when compared with 2020, which we believe was attributable to lower overall market volatility within the energy market.
In addition, forecasts of warmer than expected weather resulted in a decrease in natural gas contract volume compared with 2020.
We believe these factors led to the overall decrease in energy volume.
| (amounts in thousands) | | | | | | 2021 | | | | | | 2020 | | | | | | | | | | | | 2021-2020 | | | | | | | | |
- Recent Accounting Pronouncements: Includes an evaluation of recent accounting pronouncements and the potential impact of their future adoption on our financial results.
Regulatory Environment. Exchange-traded derivatives have historically been subject to extensive regulation.
RECENT ACCOUNTING PRONOUNCEMENTS
Refer to note 2 in our notes to the consolidated financial statements for information on newly adopted accounting pronouncements that are applicable to us.
| | | | 2020 | | | | | | 2019 | | | | | | | | | | | | 2020-2019 | | | | | | | | |
In 2020 when compared with 2019, overall market volatility declined following a period of very high volatility in the first quarter of 2020.
During the first quarter of 2020, the Federal Reserve made the unexpected decision to lower the federal funds rate due to economic concerns from the COVID-19 pandemic, which resulted in significant volatility within the financial and equity markets.
However, interest rate volatility subsided following indication by the Federal Reserve that it did not intend to raise interest rates in the foreseeable future.
In addition, heightened producer price competition within the oil markets combined with lower energy demands during the COVID-19 pandemic resulted in significant market volatility within the energy market during the first quarter of 2020.
However, this volatility subsided as oil prices stabilized and demand for crude oil remained low for the remainder of 2020.
| 10-Year | | | | | | 2,026 | | | | | | 2,324 | | | | | | | | | | | | (13) | | | | | | | | |
| 5-Year | | | | | | 1,081 | | | | | | 1,358 | | | | | | | | | | | | (20) | | | | | | | | |
| Treasury bond | | | | | | 484 | | | | | | 467 | | | | | | | | | | | | 3 | | | | | | | | |
| Federal Funds futures and options | | | | | | 207 | | | | | | 356 | | | | | | | | | | | | (42) | | | | | | | | |
We believe this was due to the Federal Reserve's decision to cut interest rates to near zero in early 2020 and its indication that it would not raise interest rates in the foreseeable future in response to the economic impact of the COVID-19 pandemic.
Volume below for the year ended 2019 includes Micro-E-mini contract volumes for each index beginning on May 6, 2019, which was the date the contracts were launched.
In 2020 when compared with 2019, equity index contract volume increased due to higher overall volatility in the equity market in 2020, particularly in the first and fourth quarters.
We believe the increase in volatility was attributable to uncertainty surrounding the economic impact of governmental and business actions to combat the COVID-19 pandemic, as well as political uncertainty surrounding the U.S. presidential and congressional elections.
Average daily contract volume in 2020 also included Micro-E-mini equity index contract volume of approximately 1.8 million per day compared to approximately 0.3 million per day in 2019.
Micro-E-mini equity index contracts have a notional size of one-tenth of the traditional E-mini contracts.
In 2020, market volatility subsided in the second half of the year following very high foreign exchange volatility in the first quarter caused by significant uncertainty surrounding the economic impacts of governmental and business
actions to combat the COVID-19 pandemic.
In addition, we believe foreign exchange trading declined slightly due to operational strains from stay at home orders and risk aversion by market participants during the COVID-19 pandemic.
Overall commodity contract volume was relatively flat in 2020 when compared with 2019.
Corn contract volume decreased due to lower price volatility, which we believe was caused by large stock piles and lower demand.
We believe the increase in soybean contract volume was due to an increase in demand for commodities from China.
Overall energy contract volume was relatively flat in 2020 when compared with 2019, which we believe was due to periods of high volatility in early 2020 followed by periods of low volatility as a result of governmental and business actions to combat the COVID-19 pandemic.
The increase in natural gas volume is the result of significant price declines in early 2020 followed by price increases in the second half of 2020 as a result of higher demand during the winter months.
The increase in the average rate per contract was offset by the introduction of the micro-E-mini equity index contracts in mid-2019, which have a lower average rate per contract compared with a standard E-mini contract.
Overall average daily notional value for the cash markets business decreased in 2020 when compared with 2019 due to expectations of potentially low interest rates for an extended period of time and economic uncertainty surrounding the COVID-19 pandemic.
*Other revenues.* The increase in other revenues in 2020 when compared with 2019 is largely attributable to an increase in custody fees due to a new rate structure put in place in 2020.
| Bonus expense | | | | | | $ | (54.3) | | | | | (2) | | % |
| Travel and entertainment | | | | | | (25.0) | | | | | | (1) | | |
| Marketing | | | | | | (20.9) | | | | | | (1) | | |
| Licensing and other fee agreements | | | | | | 72.7 | | | | | | 3 | | |
| Total | | | | | | $ | (34.0) | | | | | (1) | | % |
- Travel and entertainment expenses decreased as a result of the company's response to the COVID-19 pandemic, with the vast majority of staff working remotely during 2020.
- Marketing expenses decreased compared with 2019 due to a reduction in planned advertising, media campaigns and special promotional events.
- Licensing and other fee agreements expenses increased during 2020 due to higher fees related to revenue sharing agreements for certain equity contracts, which resulted from an increase in volume and an increase in license rates for certain products.
- Professional fees and outside services expenses increased due to higher legal fees compared to 2019, as well as professional and legal fees incurred in 2020 in connection with to our recently announced joint venture with IHS Markit.
An excerpt. Shown here: 40 of 171 rewritten, 40 of 99 added and 40 of 57 removed. The counts are complete. For every sentence, read Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS in the FY2021 filing and the FY2020 filing.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
15 rewritten, 0 added, 0 removed, 76 unchanged
Debt outstanding at December 31, [removed: 2020] [added: 2021] consisted of fixed-rate borrowings of $3.4 billion (in U.S. dollar equivalent).
We did not have any variable-rate borrowings at December 31, [removed: 2020.][added: 2021.]
In addition to the 364-day multi-currency line of credit, we also have the option to use our [removed: $2.4] [added: $2.3] billion multi-currency revolving senior credit facility to provide liquidity for our clearing house in the unlikely event of default.
At December 31, [removed: 2020,] [added: 2021,] aggregate performance bond deposits for clearing firms for both financial safeguard packages was [removed: $211.9 billion] [added: $224.8 billion,] including cash performance bond deposits, non-cash deposits, Interest Earnings Facility funds and letters of credit.
The following shows the available assets at December 31, [removed: 2020] [added: 2021] in the event of a payment default by a clearing firm for the base financial safeguard package after first utilizing the defaulting firm's available assets:
| Guaranty fund contributions(2) | | | | | | [removed: 4,654.1] [added: 5,902.9] | | |
| Assessment powers(3) | | | | | | [removed: 12,798.9] [added: 16,233.0] | | |
The following shows the available assets for the interest rate swap financial safeguard package at December 31, [removed: 2020] [added: 2021] in the event of a payment default by a clearing firm that clears interest rate swap contracts, after first utilizing the defaulting firm's available assets:
| Guaranty fund contributions(2) | | | | | | [removed: 3,392.1] [added: 3,798.4] | | |
| Assessment powers(3) | | | | | | [removed: 1,089.5] [added: 1,336.0] | | |
Assessment powers are calculated to [removed: reflected] [added: reflect] the potential obligation that each clearing member could be called for based on potential failure of the third and fourth largest clearing.
At December 31, [removed: 2020,] [added: 2021,] the balance of the collateral at FICC was [removed: $100.1] [added: $100.0] million, which was included in other current assets on the consolidated balance sheet.
Aggregate transaction [removed: losses] [added: gains (losses)] for [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018] [added: 2019] were [removed: $9.3] [added: $0.4] million, [removed: $7.2] [added: $(9.3)] million and [removed: $73.6] [added: $(7.2)] million, respectively.
[removed: Brexit continues to generate economic and political uncertainty throughout the world, particularly throughout the U.K. and the E.U. This] [added: Market] uncertainty could potentially lead to significant volatility with foreign currency exchange rates, which could result in additional foreign currency gain/loss.
Aggregate translation gains (losses), net of tax, for [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018] [added: 2019] were [removed: $134.3] [added: $(62.0)] million, [removed: $(0.6)] [added: $134.3] million and [removed: $(2.5)] [added: $(0.6)] million, respectively.
Item 1. BUSINESS
93 rewritten, 62 added, 60 removed, 198 unchanged
CME Group provides market participants worldwide the ability to efficiently manage risk [added: within and] across multiple asset classes, by trading futures, options, cash and over-the-counter (OTC) products.
It established CME Clearing in 1919, which is operated [removed: by] [added: as part of] CME.
- CME's product slate includes agricultural, equities, [removed: FX] [added: FX, cryptocurrencies/alternative investments] and interest rate products, including Eurodollar futures and options, Secured Overnight Financing Rate (SOFR) futures and options, [added: Bloomberg Short-Term Bank Yield (BSBY),] livestock and cash-settled contracts based on the S&P 500, including the E-mini S&P 500 [removed: Environmental,] [added: ESG (Environmental,] Social and [removed: Governance (ESG)] [added: Governance)] contract, Micro E-mini Equity Index contracts, Nasdaq-100, FTSE Russell and Bitcoin [added: and Ether] Reference Rate.
- NYMEX's product slate consists of energy and metals products, including contracts for crude oil, natural gas, heating [removed: oil] [added: oil, gasoline] and [removed: gasoline.][added: emissions contracts (GEO and NGO).]
CME Group products are traded primarily through CME Globex, as well as by open outcry [removed: auction markets] in Chicago [added: for Eurodollar options] and [added: SOFR options and] through privately negotiated transactions.
We strive to provide the most flexible and scalable platforms to support the operational and capacity needs of [removed: the] [added: our] business along with the delivery of innovative technology solutions to the marketplace.
[removed: For privately negotiated] markets, we offer brokers and customers the CME Direct platform for arranging, executing, recording and risk-managing [removed: trades.][added: trades across all six major asset classes.]
In [removed: 2020, 83%] [added: 2021, 84%] of our contract volume was from trades by our members.
CME Clearing Business: Through our clearing house, CME Clearing, which is operated by CME, we provide clearing and settlement services for a broad range of exchange-traded futures and options on futures contracts and [removed: over-the-counter] [added: OTC] derivatives.
One firm represented at least 10% of our clearing and transaction fees revenue for [removed: 2020.][added: 2021.]
Our BrokerTec markets were migrated from a third-party platform to our CME Globex electronic platform in the first quarter of 2021 and our EBS market is expected to migrate to the CME Globex platform in the [removed: fourth quarter] [added: first half] of [removed: 2021.][added: 2022.]
[removed: - EBS is a global electronic platform for the trading of FX products across major and emerging market currencies.EBS] [added: EBS] also offers execution of non-deliverable forwards through a Commodity Futures Trading Commission (CFTC) registered [removed: Swap Execution Facility] [added: swap execution facility] (SEF).
As customers continue to leverage cloud technology to improve and evolve their businesses, CME Group has taken a leading role by becoming the first derivatives marketplace to provide live market data natively in the cloud with the launch of our [removed: Smart Stream] [added: cloud connect capabilities] on Google Cloud [removed: Platform capabilities.][added: Platform.]
CME Group is also the distributor of leading benchmark equity and commodity indices on behalf of third parties as well as our own proprietary [removed: indices, which include CME Group Volatility Indices (CVOL).][added: benchmarks and indices.]
In [removed: 2020,] [added: 2021,] CME Group futures and options had an average daily volume of [removed: 19.1] [added: 19.6] million contracts, with [added: a] volume [removed: records] [added: record] in [removed: two of] our [added: equity] asset [removed: classes - equities and metals] [added: class] for the [removed: fifth] [added: sixth] consecutive year.
It was also a year of volume records for multiple products, [removed: including:] [added: including] Ultra 10 Year futures, SOFR futures, [removed: E-mini Nasdaq-100 futures, Russell 2000] [added: Bitcoin] futures, Micro E-Mini Equity Index futures and a record number of contracts executed via Basis Trade at Index Close.
We set records in the volume traded for our Micro E-Mini Equity Index futures in total, as well as for each of the Micro E-Mini [removed: S&P 500,] Nasdaq-100, Russell 2000 and Dow 30 contracts.
- SOFR Options (2020) [removed: and SOFR OTC Swaps (2019)]
- Micro E-mini Equity Index [removed: Futures (2019) and] Options (2020)
In addition to the individual product launches noted above, we have completed many product extensions across our asset classes, including short-dated options [removed: products, monthly FX futures,] [added: products (Monday and Wednesday weekly options on the E-Mini Nasdaq 100 and Russell 2000), expanded Japanese energy futures (including four new Japanese electricity futures contracts and two new LNG futures contracts), and] additional [removed: grades] [added: implied volatility products] in [removed: our crude oil complex] [added: fixed income, energy, metals] and [removed: expansion of] [added: agricultural products to] our [removed: metals complex with additional base metals products.][added: suite of CME Group Volatility Indexes (CVOL).]
[removed: In 2020, approximately 28% of our electronic] futures and options volume was from transactions reported as outside the U.S. and approximately [removed: 55%] [added: 56%] of our market data revenue was derived from outside the U.S. We also achieved [removed: 20%] [added: 5%] growth in trading volume during Asian trading hours and [removed: 6%] [added: 3%] growth during European trading hours in [removed: 2020] [added: 2021] compared to [removed: 2019.][added: 2020.]
Our CME Liquidity Tool enables market participants to analyze liquidity across CME Group products during U.S., London or Singapore trading [removed: hours.][added: hours and was expanded to 37 products in 2021 to meet customer demand for our growing product suite.]
To further our commitment to our [removed: international] [added: global] customers, in [removed: 2020] [added: 2020,] we introduced a TreasuryWatch Tool and additional tools to help customers and prospective customers identify key marketplace developments and potential risk management and trading opportunities (e.g., SOFR-LIBOR spread).
We have increased our customer base and continue to target cross-asset sales across client segments, driving [removed: international] [added: global] sales and generating new client participation across all regions.
We have a long history of providing customer value and responsiveness and believe our products and services position us to help our customers adapt [added: to] and comply with new regulations, while enabling them to efficiently manage their risks.
Diversify our Business and Revenue \- Our acquisition of NEX strengthened our role in global financial markets infrastructure and information services, adding complementary cash and OTC businesses and scale to our listed interest rate and FX products, while [removed: enabling new efficiencies for the derivatives marketplace.][added: broadening our global client base.]
The acquisition added strength in underlying customer marketplaces, especially around regional bank customers and other market participants outside of North [removed: America] [added: America,] and expanded our [removed: post-trade and trade-processing services and] market data solutions beyond futures and options into cash and OTC offerings.
[removed: Our clearing services offer the ability to optimize collateral] and capital efficiencies across portfolios within the clearing house while meeting the heightened regulatory requirements on derivatives.
The addition of our enhanced Standard Portfolio Analysis of Risk (SPAN) margin [removed: framework –] [added: framework,] CME SPAN 2, will provide enhanced risk management capabilities in a single, unified interface by maintaining [added: SPAN's current calculations and functions while incorporating several new modeling, reporting and margin replication enhancements.]
CME SPAN 2 will [added: initially] be launched [removed: in a phased multi-year approach, starting in 2021] with certain futures and options on energy [removed: products.][added: products and then expanded to other asset classes.]
[removed: Over the next few years, as] [added: As CME] SPAN 2 is [removed: expanded to other asset classes,] [added: implemented,] margins for diversified portfolios will consist of products using the enhanced CME SPAN 2 framework in addition to the existing SPAN framework, ensuring appropriate levels of offsets will continue to be provided across products subject to the SPAN and SPAN 2 frameworks.
Those copyrights, some of which are registered, include printed and [removed: on-line] [added: online] publications, websites, advertisements, educational materials, graphic presentations and other literature, both textual and electronic.
We offer equity index futures and options on key benchmarks, including S&P, Nasdaq, Dow [removed: Jones and the] [added: Jones,] FTSE Russell [added: and fixed income index futures on the Bloomberg Short-Term Bank Yield (BSBY)] indexes.
The term of the S&P License Agreement will continue until the date that is one year after the date that CME Group ceases to own at least [removed: five percent] [added: 5%] (accounting for dilution) of the outstanding joint venture interests.
Following the initial term, the Dow Jones License Agreement [removed: shall] [added: will] automatically renew for renewal terms of five years [removed: thereafter] [added: thereafter,] so long as there is open interest in any of CBOT’s or its affiliates’ products based on one or more of the Dow Jones licensed indexes.
[added: Parties also may succeed in offering indexed products that] are similar to our licensed products without being required to obtain a license, or in countries that are beyond our and/or our licensors' jurisdictional reach.
The industry in which we operate is highly [removed: competitive,] [added: competitive and] has seen multiple new entrants over time, and we expect competition to continue to intensify and become more global, especially in light of changes in the financial services industry driven by regulatory reforms such as the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank), European Market Infrastructure Regulation (EMIR), EMIR 2.2, Markets in Financial Instruments Directive II (MiFID II), Capital Requirements Directive IV, Market Abuse Regulation, Benchmarks Regulation, Basel [removed: III,] [added: III] and various other laws and regulations.
Please also refer to the discussion below and in [removed: the “Risk Factors” section] [added: "Item 1A — Risk Factors"] beginning on page [removed: 15] [added: [15](#i6baa7f3b6e6c4b53a297b489839e5a7b_16)] for a description of competitive risks and uncertainties.
Our deep, liquid markets; diverse and complementary product offerings; frequency and quality of new product [removed: development,] [added: development;] and efficient, secure settlement, clearing and support services, distinguish us from others in the industry.
We believe that in order to maintain our competitive position, we must continue to expand globally; develop and offer new and innovative products; enhance our technology infrastructure, including its reliability, functionality and security; maintain liquidity and low transaction costs; continue to strengthen our risk management capabilities and [removed: solutions,] [added: solutions;] and implement customer protections designed to ensure the integrity of our market and the confidence of our customers.
CME Group provides primary price discovery and referential pricing information through its market data in a variety of formats, including real time, historical and derived data for customers in both listed and cash products.
In May 2021, we announced our decision to permanently close the trading floor outside of Eurodollar options and SOFR options.
For electronic and privately negotiated
We also provide the functionality to connect to CME Direct on a mobile device through our CME Direct Mobile application with full trading and on-the-go order management capabilities.
In 2021, we launched the derivatives industry’s first Sustainable Clearing service to help market participants track and report how their hedging activities are advancing their sustainability goals.
- EBS is a global electronic platform for the trading of FX products across major and emerging market currencies.
EBS operates both as a Central Limit Order Book platform (EBS Market) for
spot and non-deliverable forwards currency pairs, as well as a relationship-based trading platform offering spot FX, FX forwards and FX swaps (EBS Direct).
- E-mini Nasdaq 100 Weekly Options (2021)
- E-mini Russell 2000 Weekly Options (2021)
- Micro Bitcoin Futures (2021)
- Ether and Micro Ether Futures (2021)
- Micro Treasury Yield Futures (2021)
- Micro WTI Futures (2021)
- Global Emissions Offset (GEO) and Nature-based Global Emissions Offset (N-GEO) Futures (2021)
In 2021, approximately 29% of our electronic
CME Group is also the distributor of leading benchmark equity and commodity indices on behalf of third parties, as well as our own proprietary benchmarks and indices including CME Term SOFR.
In 2021, we updated the FX Market Profile Tool and launched a Metals Market Profile and, in 2022, we launched an UST Market Profile.
The FX and Metals Market Profile Tool on Quant Analytics offers a simple but effective method for clients to compare and contrast our leading FX and metals products and liquidity pools side-by-side, which in turn enables clients to analyze their opportunity to minimize costs and achieve best execution by accessing highly complementary liquidity pools across cash and futures markets.
We expect to continue to expand this Quant Analytics suite in the future as well.
In 2021, we extended our new CVOL family with two additional releases for a total of 40 indexes, including six unique broad-based benchmarks such as the Treasury Volatility Index and Commodity Volatility Index.
We also introduced an initiative to launch real-time streaming versions of the CVOL indexes, which is expected to occur in 2022.
During 2021, the Alternative Reference Rates Committee (ARRC) formally recommended the forward-looking term rates based on SOFR published by our subsidiary, CME Group Benchmark Administration Limited.
The ARRC formalized this recommendation in July 2021.
We are working closely with our customers during this transition, and we will continue to offer capital-efficient choices to manage risk via Eurodollar, 30-Day Federal Fund, SOFR and SONIA futures, as well as SOFR- and SONIA-based cleared OTC swaps.
We are also licensing the CME Term SOFR rate to third parties.
In September 2021, we completed the establishment of OSTTRA, a 50/50 joint venture with IHS Markit that combines our post-trade services business (Traiana, TriOptima and Reset) and IHS Markit’s MarkitSERV, and serves as a leading provider of progressive post-trade solutions for the global OTC markets across interest rate, FX, equity and credit asset classes.
In connection with the establishment of OSTTRA, we contributed the net assets of our post-trade services business to the joint venture in exchange for cash and a 50% equity interest in the company.
Our clearing services offer the ability to optimize collateral
- Portfolio margining allows firms to capitalize on margin offsets between futures, options and cleared OTC instruments with common risk factors.
- Cross-margining allows firms to achieve portfolio margin efficiencies for offsetting positions between two clearing houses, including CME and Fixed Income Clearing Corporation (FICC) or CME and Options Clearing Corporation (OCC), through reduced performance bond requirements.
Partnership with Google Cloud - In November 2021, we announced a 10-year strategic partnership with Google Cloud to accelerate CME Group’s move to the cloud, which we expect will transform derivatives markets by expanding access and creating efficiencies for market participants.
The partnership will focus on expanding access to CME Group’s infrastructure, advancing real-time data and analytics capabilities, co-innovating new products and services, increasing efficiencies and driving resiliency in the financial markets’ ecosystem.
We have also seen the emergence of new players in the derivatives exchange business, in some cases backed by market makers and broker-dealers, as well as crypto platforms.
We have also seen the acquisition of smaller clearing houses by larger and better capitalized firms, including FTX’s acquisition of LedgerX.
Multiple other industry players offer both referential and indicative pricing alternatives to CME offerings, which are widely distributed and available across a variety of media.
Our CME Group Benchmark Administration, which is authorized as a Benchmark Administrator by the FCA, administers and calculates the CME Term Secured Overnight Financing Rate (SOFR) Reference Rates group of benchmarks.
Legislation would be necessary to impose such a fee.
- The potential regulation of cryptocurrencies, which may impact our existing offerings or our ability to provide future offerings.
The above metrics exclude approximately 150 staff who do not fully participate in our talent programs.
CME Group also offers a suite of products and services to optimize portfolios, achieve capital efficiencies and manage pre-trade and post-trade processes.
Our customers can receive and analyze market data through multiple service offerings in real-time, historical and derived data formats.
With a range of pre- and post-trade products and services underpinning the entire lifecycle of a trade, CME Group offers optimization, reconciliation and processing services through Traiana, TriOptima and Reset.
Currently, the remainder of the trading floor is closed.
CME Direct
includes CME One for mobile access and CME Straight-Through Processing, which enables direct connectivity for trade information directly with customer order management and risk management systems and is designed to reduce errors and improve efficiency.
Optimization Business: Our optimization services, which include Traiana, TriOptima and Reset, deliver transaction lifecycle management services to help our clients simplify their workflow, optimize their capital and resources, mitigate their risk, increase efficiency, reduce their operational costs and streamline complex processes.
- Trade and portfolio management comprises portfolio and margin reconciliation, monitoring pre-trade risk and automating post-trade processing of financial transactions.
- Financial resource optimization comprises portfolio compression, basis risk mitigation, portfolio balancing and derivative pricing and risk analytics.
- Regulatory reporting comprises trade and position reporting (including licensed MiFID agent reporting to national regulators and the public), end-to-end multi-regime regulatory reporting, data normalization, enrichment, reconciliation, validation and cross-jurisdictional matching.
In 2020, we substantially completed the wind-down of our commercial regulatory reporting operations.
We have transitioned to self-reporting for our EMEA BrokerTec and EBS businesses and will also continue to serve customer reporting needs in the U.S. (CFTC reporting) and Canada.
- Trade Processing comprises end-to-end automation, from trade execution notification to trade confirmation of post-trade processing, in real-time to reduce operational risks and costs.
In January 2021, we announced an agreement with IHS Markit to combine our post-trade services into a new joint venture.
The new company will be structured as a 50/50 joint venture and will include trade processing and risk mitigation operations through incorporation of our optimization businesses – Traiana, TriOptima and Reset – and IHS Markit’s MarkitSERV.
We expect the transaction to close in mid-2021, subject to customary antitrust and regulatory approvals and other customary closing conditions.
We also set an overall volume record for the Natural Gas franchise, as well as an individual product record in Silver futures.
- Trade at Cash Open (TACO) (2019)
- Shanghai Gold Futures (2019)
- Physical Liquefied Natural Gas (LNG) Futures (2019)
- E-mini S&P 500 ESG Index Futures (2019)
In 2020, we launched four proprietary tools to enable customers to link and compare opportunities across OTC, cash and futures markets: FX Swap Rate Monitor, FX Options Vol Converter, TreasuryWatch Tool and FX Market Profile Tool.
Also in 2020, we began daily publication of a suite of new implied volatility benchmark indexes based on our innovative and proprietary CME Group Volatility Index (CVOL) methodology, starting with 10-Year Treasuries and FX currency pairs.
SPAN's current calculations and functions while incorporating several new modeling, reporting and margin replication enhancements.
- triReduce provides multilateral portfolio compression, which reduces notional outstanding exposure and line items in order to reduce operational resources and risks, minimize regulatory capital costs, and manage counterparty exposures.
- triResolve provides the global trading community with tools for portfolio reconciliation and collateral management, including compliance with initial margin and uncleared margin rules (UMR).
- Traiana provides various operational efficiencies and risk mitigation solutions to clients through bilateral and tri-party pre- and post-trade processing and credit risk management.
- Reset provides risk mitigation services to clients looking to hedge short-term interest rate and options expiry exposure.
- Under our newly announced agreement with IHS Markit, the joint venture will incorporate our optimization businesses – Traiana, TriOptima and Reset – and IHS Markit’s MarkitSERV.
Parties also may succeed in offering indexed products that
undertake to provide clearing and other related post-trade services, such as Nodel and ERIS in the U.S., as CFTC regulated designated clearing organizations.
Competition in our Optimization Services Business
The optimization services business faces substantial competition across each of the segments in which CME Group operates.
There are multiple providers of compression services, reconciliation services, trade processing, analytics, and regulatory reporting services.
In addition, there is considerable innovation occurring in this business, with new entrants and new technologies being developed to serve customers and differentiate offerings.
Competition also comes from other clearing houses and exchange groups, who are today internalizing or have plans to internalize various services, as well as existing back office service providers, who may embed these services in their offerings.
On January 31, 2020, the United Kingdom (U.K.) formally withdrew from the European Union (E.U.) after a majority of voters in the U.K. approved an exit from the E.U., commonly referred to as Brexit.
As a result of Brexit, we have established certain businesses in Amsterdam, an E.U. jurisdiction, which will allow us to continue to provide services to E.U. clients.
We have also entered into agreements to work with E.U.-based clearing venues to clear E.U. based repo traded products.
Additionally, amendments to EMIR 2.2 became effective during 2020, which resulted in changes to the E.U. equivalence and recognition regime for non-E.U. clearing houses, including CME Clearing.
An excerpt. Shown here: 40 of 93 rewritten, 40 of 62 added and 40 of 60 removed. The counts are complete. For every sentence, read Item 1. BUSINESS in the FY2021 filing and the FY2020 filing.
Item 3. LEGAL PROCEEDINGS
2 rewritten, 0 added, 0 removed, 0 unchanged
See "Legal and Regulatory Matters" in note [removed: 13.][added: 12.]
Contingencies to the [removed: Consolidated Financial Statements] [added: consolidated financial statements] beginning on page [removed: 78] [added: [75](#i6baa7f3b6e6c4b53a297b489839e5a7b_166)] for CME Group’s legal proceedings disclosure, which is incorporated herein by reference.
Cover and table of contents
29 rewritten, 8 added, 6 removed, 130 unchanged
For the Fiscal Year Ended December 31, [removed: 2020][added: 2021]
The aggregate market value of the voting [removed: stock] [added: and non-voting common equity] held by non-affiliates of the registrant as of June 30, [removed: 2020,] [added: 2021,] was approximately [removed: $57.9] [added: $76.0] billion (based on the closing price per share of CME Group Inc. Class A common stock on the Nasdaq Global Select Market (Nasdaq) on such date).
The number of shares outstanding of each of the registrant’s classes of common stock as of February [removed: 10, 2021] [added: 9, 2022] was as follows: [removed: 359,003,437] [added: 359,394,585] shares of Class A common stock, $0.01 par value; 625 shares of Class B common stock, Class B-1, $0.01 par value; 813 shares of Class B common stock, Class B-2, $0.01 par value; 1,287 shares of Class B common stock, Class B-3, $0.01 par value; and 413 shares of Class B common stock, Class B-4, $0.01 par value.
| Portions of CME Group Inc.’s Proxy Statement for the [removed: 2021] [added: 2022] Annual Meeting of Shareholders | | | | | | Part III | | |
| Item 1. | | | [removed: [Business](#i681b44472b6747d8bfaa12863048d284_13)] [added: [Business](#i6baa7f3b6e6c4b53a297b489839e5a7b_13)] | | | [removed: [5](#i681b44472b6747d8bfaa12863048d284_13)] [added: [5](#i6baa7f3b6e6c4b53a297b489839e5a7b_13)] | | |
| Item 1A. | | | [Risk [removed: Factors](#i681b44472b6747d8bfaa12863048d284_16)] [added: Factors](#i6baa7f3b6e6c4b53a297b489839e5a7b_16)] | | | [removed: [15](#i681b44472b6747d8bfaa12863048d284_16)] [added: [15](#i6baa7f3b6e6c4b53a297b489839e5a7b_16)] | | |
| Item 1B. | | | [Unresolved Staff [removed: Comments](#i681b44472b6747d8bfaa12863048d284_19)] [added: Comments](#i6baa7f3b6e6c4b53a297b489839e5a7b_19)] | | | [removed: [27](#i681b44472b6747d8bfaa12863048d284_19)] [added: [27](#i6baa7f3b6e6c4b53a297b489839e5a7b_19)] | | |
| Item 2. | | | [removed: [Properties](#i681b44472b6747d8bfaa12863048d284_22)] [added: [Properties](#i6baa7f3b6e6c4b53a297b489839e5a7b_22)] | | | [removed: [27](#i681b44472b6747d8bfaa12863048d284_22)] [added: [27](#i6baa7f3b6e6c4b53a297b489839e5a7b_22)] | | |
| Item 3. | | | [Legal [removed: Proceedings](#i681b44472b6747d8bfaa12863048d284_25)] [added: Proceedings](#i6baa7f3b6e6c4b53a297b489839e5a7b_25)] | | | [removed: [27](#i681b44472b6747d8bfaa12863048d284_25)] [added: [27](#i6baa7f3b6e6c4b53a297b489839e5a7b_25)] | | |
| Item 4. | | | [Mine Safety [removed: Disclosures](#i681b44472b6747d8bfaa12863048d284_28)] [added: Disclosures](#i6baa7f3b6e6c4b53a297b489839e5a7b_28)] | | | [removed: [27](#i681b44472b6747d8bfaa12863048d284_28)] [added: [27](#i6baa7f3b6e6c4b53a297b489839e5a7b_28)] | | |
| [PART [removed: II.](#i681b44472b6747d8bfaa12863048d284_31)] [added: II.](#i6baa7f3b6e6c4b53a297b489839e5a7b_31)] | | | | | | [removed: [27](#i681b44472b6747d8bfaa12863048d284_34)] [added: [27](#i6baa7f3b6e6c4b53a297b489839e5a7b_34)] | | |
| Item 5. | | | [Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity [removed: Securities](#i681b44472b6747d8bfaa12863048d284_34)] [added: Securities](#i6baa7f3b6e6c4b53a297b489839e5a7b_34)] | | | [removed: [27](#i681b44472b6747d8bfaa12863048d284_34)] [added: [27](#i6baa7f3b6e6c4b53a297b489839e5a7b_34)] | | |
| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i681b44472b6747d8bfaa12863048d284_40)] [added: Operations](#i6baa7f3b6e6c4b53a297b489839e5a7b_40)] | | | [removed: [31](#i681b44472b6747d8bfaa12863048d284_40)] [added: [30](#i6baa7f3b6e6c4b53a297b489839e5a7b_40)] | | |
| Item 7A. | | | [Quantitative and Qualitative Disclosures about Market [removed: Risk](#i681b44472b6747d8bfaa12863048d284_82)] [added: Risk](#i6baa7f3b6e6c4b53a297b489839e5a7b_79)] | | | [removed: [46](#i681b44472b6747d8bfaa12863048d284_82)] [added: [46](#i6baa7f3b6e6c4b53a297b489839e5a7b_79)] | | |
| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#i681b44472b6747d8bfaa12863048d284_85)] [added: Data](#i6baa7f3b6e6c4b53a297b489839e5a7b_82)] | | | [removed: [50](#i681b44472b6747d8bfaa12863048d284_85)] [added: [49](#i6baa7f3b6e6c4b53a297b489839e5a7b_82)] | | |
| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i681b44472b6747d8bfaa12863048d284_202)] [added: Disclosure](#i6baa7f3b6e6c4b53a297b489839e5a7b_196)] | | | [removed: [85](#i681b44472b6747d8bfaa12863048d284_202)] [added: [82](#i6baa7f3b6e6c4b53a297b489839e5a7b_196)] | | |
| Item 9A. | | | [Controls and [removed: Procedures](#i681b44472b6747d8bfaa12863048d284_205)] [added: Procedures](#i6baa7f3b6e6c4b53a297b489839e5a7b_199)] | | | [removed: [85](#i681b44472b6747d8bfaa12863048d284_205)] [added: [82](#i6baa7f3b6e6c4b53a297b489839e5a7b_199)] | | |
| Item 9B. | | | [Other [removed: Information](#i681b44472b6747d8bfaa12863048d284_208)] [added: Information](#i6baa7f3b6e6c4b53a297b489839e5a7b_202)] | | | [removed: [89](#i681b44472b6747d8bfaa12863048d284_208)] [added: [86](#i6baa7f3b6e6c4b53a297b489839e5a7b_202)] | | |
| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i681b44472b6747d8bfaa12863048d284_214)] [added: Governance](#i6baa7f3b6e6c4b53a297b489839e5a7b_208)] | | | [removed: [89](#i681b44472b6747d8bfaa12863048d284_214)] [added: [86](#i6baa7f3b6e6c4b53a297b489839e5a7b_208)] | | |
| Item 11. | | | [Executive [removed: Compensation](#i681b44472b6747d8bfaa12863048d284_217)] [added: Compensation](#i6baa7f3b6e6c4b53a297b489839e5a7b_211)] | | | [removed: [89](#i681b44472b6747d8bfaa12863048d284_217)] [added: [86](#i6baa7f3b6e6c4b53a297b489839e5a7b_211)] | | |
| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Shareholder [removed: Matters](#i681b44472b6747d8bfaa12863048d284_220)] [added: Matters](#i6baa7f3b6e6c4b53a297b489839e5a7b_214)] | | | [removed: [89](#i681b44472b6747d8bfaa12863048d284_220)] [added: [86](#i6baa7f3b6e6c4b53a297b489839e5a7b_214)] | | |
| Item 13. | | | [Certain Relationships, Related Transactions and Director [removed: Independence](#i681b44472b6747d8bfaa12863048d284_223)] [added: Independence](#i6baa7f3b6e6c4b53a297b489839e5a7b_217)] | | | [removed: [89](#i681b44472b6747d8bfaa12863048d284_223)] [added: [86](#i6baa7f3b6e6c4b53a297b489839e5a7b_217)] | | |
| Item 14. | | | [Principal Accountant Fees and [removed: Services](#i681b44472b6747d8bfaa12863048d284_226)] [added: Services](#i6baa7f3b6e6c4b53a297b489839e5a7b_220)] | | | [removed: [89](#i681b44472b6747d8bfaa12863048d284_226)] [added: [86](#i6baa7f3b6e6c4b53a297b489839e5a7b_220)] | | |
| Item 15. | | | [Exhibits and Financial Statement [removed: Schedules](#i681b44472b6747d8bfaa12863048d284_232)] [added: Schedules](#i6baa7f3b6e6c4b53a297b489839e5a7b_226)] | | | [removed: [90](#i681b44472b6747d8bfaa12863048d284_232)] [added: [86](#i6baa7f3b6e6c4b53a297b489839e5a7b_226)] | | |
| Item 16. | | | [Form 10-K [removed: Summary](#i681b44472b6747d8bfaa12863048d284_235)] [added: Summary](#i6baa7f3b6e6c4b53a297b489839e5a7b_229)] | | | [removed: [94](#i681b44472b6747d8bfaa12863048d284_235)] [added: [91](#i6baa7f3b6e6c4b53a297b489839e5a7b_229)] | | |
CME Group, the Globe logo, CME, Chicago Mercantile Exchange, Globex, and E-mini are trademarks of Chicago Mercantile Exchange Inc. CBOT and Chicago Board of Trade are trademarks of Board of Trade of the City of Chicago, Inc. NYMEX, New York Mercantile Exchange and ClearPort are trademarks of New York Mercantile Exchange, Inc. COMEX is a trademark of Commodity Exchange, Inc. NEX, [removed: BrokerTec, EBS, TriOptima,] [added: BrokerTec] and [removed: Traiana] [added: EBS] are trademarks of various entities of NEX Group Limited (NEX).
- the ability of our compliance and risk management [removed: methods] [added: programs] to effectively monitor and manage our risks, including our ability to prevent errors and misconduct and protect our infrastructure against security breaches and misappropriation of our intellectual property assets;
- our ability to manage the risks, control the costs and achieve the synergies associated with our strategy for acquisitions, investments and alliances, including those associated with [removed: NEX;][added: our joint venture with IHS Markit and our partnership with Google Cloud;]
of this Report beginning on page [removed: 15.][added: [15](#i6baa7f3b6e6c4b53a297b489839e5a7b_16).]
| [PART I.](#i6baa7f3b6e6c4b53a297b489839e5a7b_10) | | | | | | [3](#i6baa7f3b6e6c4b53a297b489839e5a7b_10) | | |
| Item 6. | | | [Reserved](#i6baa7f3b6e6c4b53a297b489839e5a7b_37) | | | [29](#i6baa7f3b6e6c4b53a297b489839e5a7b_37) | | |
| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#i6baa7f3b6e6c4b53a297b489839e5a7b_2193) | | | [86](#i6baa7f3b6e6c4b53a297b489839e5a7b_2193) | | |
| [PART III.](#i6baa7f3b6e6c4b53a297b489839e5a7b_205) | | | | | | [86](#i6baa7f3b6e6c4b53a297b489839e5a7b_205) | | |
| [PART IV.](#i6baa7f3b6e6c4b53a297b489839e5a7b_223) | | | | | | [86](#i6baa7f3b6e6c4b53a297b489839e5a7b_223) | | |
| | | | | | | | | |
| [Signatures](#i6baa7f3b6e6c4b53a297b489839e5a7b_232) | | | | | | [92](#i6baa7f3b6e6c4b53a297b489839e5a7b_232) | | |
- uncertainty related to the transition from LIBOR;
Yes ☒ No ☐
| [PART I.](#i681b44472b6747d8bfaa12863048d284_10) | | | | | | [3](#i681b44472b6747d8bfaa12863048d284_10) | | |
| Item 6. | | | [Selected Financial Data](#i681b44472b6747d8bfaa12863048d284_37) | | | [29](#i681b44472b6747d8bfaa12863048d284_37) | | |
| [PART III.](#i681b44472b6747d8bfaa12863048d284_211) | | | | | | [89](#i681b44472b6747d8bfaa12863048d284_211) | | |
| [PART IV.](#i681b44472b6747d8bfaa12863048d284_229) | | | | | | [90](#i681b44472b6747d8bfaa12863048d284_229) | | |
| [Signatures](#i681b44472b6747d8bfaa12863048d284_238) | | | | | | [95](#i681b44472b6747d8bfaa12863048d284_238) | | |
Item 2. PROPERTIES
4 rewritten, 5 added, 3 removed, 7 unchanged
Our corporate headquarters are located at 20 South Wacker Drive, Chicago, IL, where we lease approximately [removed: 540,000] [added: 575,000] square feet of general office space.
Our European headquarters are located at the London Fruit & Wool Exchange at 1 Duval Square, London, where we lease approximately [removed: 125,000] [added: 120,000] square feet of general office space.
Please see note [removed: 6.][added: 5.]
Property and note [removed: 12.][added: 11.]
In the fourth quarter of 2021, we sold our building at 333 S.
LaSalle Street, Chicago, IL, which is approximately 260,000 square feet and contains the trading floor, and our sale lease-back will conclude during 2022.
At such time, we will move to a leased space at 141 W.
Jackson Street, Chicago, IL of approximately 145,000 square feet, which will contain the trading floor.
The lease for this space expires in 2027.
Our trading floor is located at 333 S.
LaSalle Street, Chicago, IL, which we own.
The building is approximately 300,000 square feet, of which the trading floor occupies a portion of such space.
Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
9 rewritten, 13 added, 7 removed, 17 unchanged
Our Class A common stock is currently listed on Nasdaq under the ticker symbol "CME." As of February [removed: 10, 2021,] [added: 9, 2022,] there were approximately [removed: 6,170] [added: 4,555] holders of record of our Class A common stock.
Our Class B common stock is not listed on a national securities exchange or traded in an organized over-the-counter [added: (OTC)] market.
As of February [removed: 10, 2021,] [added: 9, 2022,] there were approximately [removed: 1,565] [added: 1,550] holders of record of our Class B common stock.
The graph below compares the cumulative five-year total return on CME Group Inc.'s Class A common stock relative to the cumulative total returns of the S&P 500 index and a customized peer group of five companies that include: Cboe Global Markets Inc, Deutsche Boerse Ag, Intercontinental Exchange Inc, London Stock Exchange Group Plc and Nasdaq Inc. An investment of $100 (with reinvestment of all dividends) is assumed to have been made in our Class A common stock, in the peer group and the S&P 500 index on December 31, [removed: 2015] [added: 2016] and its relative performance is tracked through December 31, [removed: 2020.][added: 2021.]
[removed: ][added: ]
| | | | [removed: 2016] [added: 2017] | | | | | | [removed: 2017] [added: 2018] | | | | | | [removed: 2018] [added: 2019] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | |
| Period in [removed: 2020] [added: 2021] | | | | | | Total Number of Shares (or Units) Purchased(1) | | | | | | Average Price Paid Per Share (or Unit) | | | | | | Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs | | | | | | Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs (in millions) | | |
| November 1 to November 30 | | | | | | [removed: —] [added: 17] | | | | | | [removed: —] [added: 211.90] | | | | | | — | | | | | | — | | |
(1)Shares purchased consist of an aggregate of [removed: 24,924] [added: 2,352] shares of Class A common stock surrendered to satisfy employee tax obligations upon the vesting of restricted stock.
Preferred Stock
In 2021, we issued 4.6 million shares of non-voting Series G preferred stock.
Our preferred stock is not listed on a national securities exchange or traded in an organized OTC market.
These shares are convertible to Class A common stock at a 1:1 ratio at the discretion of the holder.
Our preferred stock has the same equitable interest in our earnings and the same dividend payments per share as our Class A shares on an as converted basis.
As of February 9, 2022, there was one holder of record of our Series G preferred stock.
| CME Group Inc. | | | $ | 132.33 | | | | | $ | 174.83 | | | | | $ | 191.74 | | | | | $ | 179.60 | | | | | $ | 232.56 | |
| S&P 500 | | | 121.83 | | | | | | 116.49 | | | | | | 153.17 | | | | | | 181.35 | | | | | | 233.41 | | |
| Peer Group | | | 130.43 | | | | | | 139.35 | | | | | | 260.67 | | | | | | 303.11 | | | | | | 238.76 | | |
Not applicable.
| October 1 to October 31 | | | | | | 71 | | | | | | $ | 198.32 | | | | | — | | | | | | $ | — | |
| December 1 to December 31 | | | | | | 2,264 | | | | | | 228.52 | | | | | | — | | | | | | — | | |
| Total | | | | | | 2,352 | | | | | | | | | | | | — | | | | | | | | |
| CME Group Inc. | | | $ | 133.93 | | | | | $ | 177.23 | | | | | $ | 234.16 | | | | | $ | 256.81 | | | | | $ | 240.54 | |
| S&P 500 | | | 111.96 | | | | | | 136.40 | | | | | | 130.42 | | | | | | 171.49 | | | | | | 203.04 | | |
| Peer Group | | | 104.28 | | | | | | 141.75 | | | | | | 145.74 | | | | | | 204.15 | | | | | | 241.29 | | |
None.
| October 1 to October 31 | | | | | | 114 | | | | | | $ | 159.47 | | | | | — | | | | | | $ | — | |
| December 1 to December 31 | | | | | | 24,810 | | | | | | 182.02 | | | | | | — | | | | | | — | | |
| Total | | | | | | 24,924 | | | | | | | | | | | | — | | | | | | | | |
Item 6. [RESERVED]
0 rewritten, 0 added, 40 removed, 0 unchanged
On November 2, 2018, CME Group completed its acquisition of NEX.
The following data includes the financial results of NEX beginning November 3, 2018.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | Year Ended or At December 31 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| (in millions, except per share data) | | | | | | 2020 | | | | | | 2019 | | | | | | 2018 | | | | | | 2017 | | | | | | 2016 | | |
| Income Statement Data: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Total revenues | | | | | | $ | 4,883.6 | | | | | $ | 4,868.0 | | | | | $ | 4,309.4 | | | | | $ | 3,644.7 | | | | | $ | 3,595.2 | |
| Operating income | | | | | | 2,637.4 | | | | | | 2,587.8 | | | | | | 2,607.6 | | | | | | 2,310.6 | | | | | | 2,200.5 | | |
| Non-operating income (expense) | | | | | | 84.7 | | | | | | 101.8 | | | | | | 170.2 | | | | | | 215.7 | | | | | | 87.1 | | |
| Income before income taxes | | | | | | 2,722.1 | | | | | | 2,689.6 | | | | | | 2,777.8 | | | | | | 2,526.3 | | | | | | 2,287.6 | | |
| Net income attributable to CME Group | | | | | | 2,105.2 | | | | | | 2,116.5 | | | | | | 1,962.2 | | | | | | 4,063.4 | | | | | | 1,534.1 | | |
| Earnings per common share attributable to CME Group: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Basic | | | | | | $ | 5.88 | | | | | $ | 5.93 | | | | | $ | 5.73 | | | | | $ | 12.00 | | | | | $ | 4.55 | |
| Diluted | | | | | | 5.87 | | | | | | 5.91 | | | | | | 5.71 | | | | | | 11.94 | | | | | | 4.53 | | |
| Cash dividends per share | | | | | | 5.90 | | | | | | 5.50 | | | | | | 4.55 | | | | | | 6.14 | | | | | | 5.65 | | |
| Balance Sheet Data: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Total assets | | | | | | $ | 124,659.6 | | | | | $ | 75,215.3 | | | | | $ | 77,475.7 | | | | | $ | 75,791.2 | | | | | $ | 69,369.4 | |
| Short-term debt | | | | | | — | | | | | | — | | | | | | 574.2 | | | | | | — | | | | | | — | | |
| Long-term debt | | | | | | 3,443.8 | | | | | | 3,743.2 | | | | | | 3,826.8 | | | | | | 2,233.1 | | | | | | 2,231.2 | | |
| CME Group shareholders’ equity | | | | | | 26,319.9 | | | | | | 26,128.9 | | | | | | 25,918.5 | | | | | | 22,411.8 | | | | | | 20,340.7 | | |
The following table presents key statistical information on the volume of contracts traded, expressed in round turn trades.
All amounts exclude our interest rate swaps and credit default swaps contracts as well as volume data for our cash markets business.
| (in thousands) | | | | | | 2020 | | | | | | 2019 | | | | | | 2018 | | | | | | 2017 | | | | | | 2016 | | |
| Average Daily Volume: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Product Lines: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Interest rates | | | | | | 8,032 | | | | | | 10,349 | | | | | | 9,951 | | | | | | 8,189 | | | | | | 7,517 | | |
| Equity indexes | | | | | | 5,650 | | | | | | 3,459 | | | | | | 3,589 | | | | | | 2,682 | | | | | | 3,061 | | |
| Foreign exchange | | | | | | 862 | | | | | | 862 | | | | | | 1,004 | | | | | | 922 | | | | | | 858 | | |
| Agricultural commodities | | | | | | 1,417 | | | | | | 1,454 | | | | | | 1,480 | | | | | | 1,353 | | | | | | 1,321 | | |
| Energy | | | | | | 2,394 | | | | | | 2,375 | | | | | | 2,561 | | | | | | 2,578 | | | | | | 2,432 | | |
| Metals | | | | | | 699 | | | | | | 668 | | | | | | 639 | | | | | | 568 | | | | | | 460 | | |
| Total Average Daily Volume | | | | | | 19,054 | | | | | | 19,167 | | | | | | 19,224 | | | | | | 16,292 | | | | | | 15,649 | | |
| Method of Trade: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| CME Globex | | | | | | 17,977 | | | | | | 17,182 | | | | | | 17,371 | | | | | | 14,513 | | | | | | 13,766 | | |
| Open outcry | | | | | | 410 | | | | | | 1,205 | | | | | | 1,168 | | | | | | 1,107 | | | | | | 1,149 | | |
| Privately negotiated | | | | | | 667 | | | | | | 780 | | | | | | 685 | | | | | | 672 | | | | | | 734 | | |
| Other Data: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Total Contract Volume (round turn trades) | | | | | | 4,820,590 | | | | | | 4,830,043 | | | | | | 4,844,406 | | | | | | 4,089,175 | | | | | | 3,943,670 | | |
| Open Interest at Year End (contracts) | | | | | | 81,922 | | | | | | 113,330 | | | | | | 115,669 | | | | | | 108,043 | | | | | | 102,930 | | |
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
437 rewritten, 155 added, 178 removed, 694 unchanged
| | | | [added: 2021 | | | | | |] 2020 | | | | | | 2019 | | |
| Cash and cash equivalents | | | $ | [added: 2,834.9 | | | | | $ |] 1,633.2 | | | | | $ | 1,551.4 | |
| Marketable securities | | | [removed: 100.9] [added: 115.0] | | | | | | [removed: 83.2] [added: 100.9] | | |
| Accounts receivable, net of allowance of [removed: $5.4] [added: $5.6] and [removed: $3.4] [added: $5.4] | | | [removed: 461.3] [added: 434.5] | | | | | | [removed: 491.8] [added: 461.3] | | |
| Other current assets (includes [removed: $4.7] [added: $4.8] and [removed: $4.3] [added: $4.7] in restricted cash) | | | [removed: 306.7] [added: 427.8] | | | | | | [removed: 364.4] [added: 306.7] | | |
| Performance bonds and guaranty fund contributions | | | [removed: 86,781.8] [added: 157,949.6] | | | | | | [removed: 37,077.0] [added: 86,781.8] | | |
| Total current assets | | | [removed: 89,283.9] [added: 161,761.8] | | | | | | [removed: 39,567.8] [added: 89,283.9] | | |
| Property, net | | | [removed: 579.2] [added: 505.3] | | | | | | [removed: 544.0] [added: 579.2] | | |
| Intangible assets—other, net | | | [removed: 4,865.3] [added: 3,532.0] | | | | | | [removed: 5,117.7] [added: 4,865.3] | | |
| [added: Total] Goodwill | | | [removed: 10,798.8] | | | [added: $] | [added: 10,742.5] | | [removed: 10,742.5] | | | [added: | | | | | | $ | — | | | | | $ | 56.3 | | | | | $ | 10,798.8 | |]
| Other assets (includes [removed: $0.6] [added: $0.5] and [removed: $0.9] [added: $0.6] in restricted cash) | | | [removed: 1,957.1] [added: 3,277.9] | | | | | | [removed: 2,068.0] [added: 1,957.1] | | |
| Total Assets | | | $ | [removed: 124,659.6] [added: 196,780.3] | | | | | $ | [removed: 75,215.3] [added: 124,659.6] | |
| Accounts payable | | | $ | [removed: 69.3] [added: 48.8] | | | | | $ | [removed: 61.9] [added: 69.3] | |
| Other current liabilities | | | [removed: 1,346.8] [added: 1,650.6] | | | | | | [removed: 1,384.8] [added: 1,346.8] | | |
| Performance bonds and guaranty fund contributions | | | [removed: 86,781.8] [added: 157,949.6] | | | | | | [removed: 37,075.8] [added: 86,781.8] | | |
| Total current liabilities | | | [removed: 88,197.9] [added: 160,398.4] | | | | | | [removed: 38,522.5] [added: 88,197.9] | | |
| Long-term debt | | | [removed: 3,443.8] [added: 2,695.7] | | | | | | [removed: 3,743.2] [added: 3,443.8] | | |
| Deferred income tax liabilities, net | | | [removed: 5,607.0] [added: 5,390.4] | | | | | | [removed: 5,635.2] [added: 5,607.0] | | |
| Other liabilities | | | [removed: 1,059.4] [added: 896.5] | | | | | | [removed: 1,155.1] [added: 1,059.4] | | |
| Total Liabilities | | | [removed: 98,308.1] [added: 169,381.0] | | | | | | [removed: 49,056.0] [added: 98,308.1] | | |
| Preferred stock, $0.01 par value, 10,000 shares authorized as of December 31, [removed: 2020] [added: 2021] and [removed: 2019;] [added: 2020; 4,584 and] none issued [added: and outstanding as of December 31, 2021 and 2020, respectively] | | | — | | | | | | — | | |
| Class A common stock, $0.01 par value, 1,000,000 shares authorized as of December 31, [removed: 2020] [added: 2021] and [removed: 2019, 358,110] [added: 2020, 358,599] and [removed: 357,469] [added: 358,110] shares issued and outstanding as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] respectively | | | 3.6 | | | | | | 3.6 | | |
| Class B common stock, $0.01 par value, 3 shares authorized, issued and outstanding as of December 31, [removed: 2020] [added: 2021] and [removed: 2019] [added: 2020] | | | — | | | | | | — | | |
| Additional paid-in capital | | | [removed: 21,185.5] [added: 22,190.3] | | | | | | [removed: 21,113.2] [added: 21,185.5] | | |
| Retained earnings | | | [removed: 4,995.9] [added: 5,151.9] | | | | | | [removed: 5,008.7] [added: 4,995.9] | | |
| Accumulated other comprehensive income (loss) | | | [removed: 134.9] [added: 53.5] | | | | | | [removed: 3.4] [added: 134.9] | | |
| Total CME Group shareholders’ equity | | | [removed: 26,319.9] [added: 27,399.3] | | | | | | [removed: 26,128.9] [added: 26,319.9] | | |
| Non-controlling interests | | | [removed: 31.6] [added: —] | | | | | | [removed: 30.4] [added: 31.6] | | |
| Total Equity | | | [removed: 26,351.5] [added: 27,399.3] | | | | | | [removed: 26,159.3] [added: 26,351.5] | | |
| Total Liabilities and Equity | | | $ | [removed: 124,659.6] [added: 196,780.3] | | | | | $ | [removed: 75,215.3] [added: 124,659.6] | |
| | | | [removed: 2020] | | | | | | [removed: 2019] [added: 2021] | | | | | | [removed: 2018] [added: 2020] | | | [added: | | | 2019 | | |]
| Clearing and transaction fees | | | $ | [removed: 3,897.4] [added: 3,765.1] | | | | | $ | [removed: 3,946.1] [added: 3,897.4] | | | | | $ | [removed: 3,667.0] [added: 3,946.1] | |
| Market data and information services | | | [removed: 545.4] [added: 576.9] | | | | | | [removed: 518.5] [added: 545.4] | | | | | | [removed: 449.6] [added: 518.5] | | |
| Other | | | [removed: 440.8] [added: 347.7] | | | | | | [removed: 403.4] [added: 440.8] | | | | | | [removed: 192.8] [added: 403.4] | | |
| Total Revenues | | | [removed: 4,883.6] [added: 4,689.7] | | | | | | [removed: 4,868.0] [added: 4,883.6] | | | | | | [removed: 4,309.4] [added: 4,868.0] | | |
| Compensation and benefits | | | [removed: 856.5] [added: 837.0] | | | | | | [removed: 898.7] [added: 856.5] | | | | | | [removed: 672.2] [added: 898.7] | | |
| Technology | | | [removed: 198.5] [added: 192.6] | | | | | | [removed: 201.5] [added: 198.5] | | | | | | [removed: 117.2] [added: 201.5] | | |
| Professional fees and outside services | | | [removed: 191.3] [added: 151.7] | | | | | | [removed: 174.1] [added: 191.3] | | | | | | [removed: 166.1] [added: 174.1] | | |
| Amortization of purchased intangibles | | | [removed: 311.2] [added: 237.6] | | | | | | [removed: 314.7] [added: 311.2] | | | | | | [removed: 130.0] [added: 314.7] | | |
| Depreciation and amortization | | | [removed: 153.2] [added: 147.8] | | | | | | [removed: 158.6] [added: 153.2] | | | | | | [removed: 118.7] [added: 158.6] | | |
| Goodwill | | | 10,528.0 | | | | | | 10,798.8 | | |
| Short-term debt | | | 749.4 | | | | | | — | | |
| Reclassification of gains (losses) on sale included in investment income | | | | | | | | | 0.3 | | | | | | — | | | | | | — | | |
| Balance at December 31, 2020 | | | — | | | 358,110 | | | 3 | | | $ | 21,189.1 | | $ | 4,995.9 | | $ | 134.9 | | $ | 26,319.9 | | $ | 31.6 | | $ | 26,351.5 | |
| Net income | | | | | | | | | | | | | | | 2,636.4 | | | | | | 2,636.4 | | | 0.5 | | | 2,636.9 | | |
| Dividends of $6.85 per common share and $4.15 per preferred share | | | | | | | | | | | | | | | (2,480.4) | | | | | | (2,480.4) | | | | | | (2,480.4) | | |
| Issuance of preferred stock | | | 4,584 | | | | | | | | | 965.0 | | | | | | | | | 965.0 | | | | | | 965.0 | | |
| Purchase of non-controlling interest | | | | | | | | | | | | (20.5) | | | | | | | | | (20.5) | | | (32.1) | | | (52.6) | | |
| Balance at December 31, 2021 | | | 4,584 | | | 358,599 | | | 3 | | | $ | 22,193.9 | | $ | 5,151.9 | | $ | 53.5 | | $ | 27,399.3 | | $ | — | | $ | 27,399.3 | |
| Amortization of purchased intangibles | | | 237.6 | | | | | | 311.2 | | | | | | 314.7 | | |
| Depreciation and amortization | | | 147.8 | | | | | | 153.2 | | | | | | 158.6 | | |
| Gain on sale of building | | | (30.4) | | | | | | — | | | | | | — | | |
| Gain on joint venture | | | (400.7) | | | | | | — | | | | | | — | | |
| Proceeds from the sale of building property | | | 39.3 | | | | | | — | | | | | | — | | |
| Net cash proceeds from OSTTRA joint venture transaction | | | 100.7 | | | | | | — | | | | | | — | | |
| Proceeds from preferred stock offering | | | 965.0 | | | | | | — | | | | | | — | | |
| Change in performance bond and guaranty fund contributions | | | 71,167.8 | | | | | | 49,704.8 | | | | | | (2,378.5) | | |
| Net Cash Provided by (Used in) Financing Activities | | | 69,908.7 | | | | | | 47,246.6 | | | | | | (4,719.3) | | |
| Restricted cash and restricted cash equivalents (performance bonds and guaranty fund contributions) | | | 157,949.6 | | | | | | 86,781.8 | | | | | | 37,077.0 | | |
| Total | | | $ | 160,789.8 | | | | | $ | 88,420.3 | | | | | $ | 38,633.6 | |
The joint venture, OSTTRA, was launched in September 2021.
OSTTRA performs trade processing and risk mitigation services.
The company contributed the net assets of its optimization business, which included Traiana, TriOptima and Reset, to the new joint venture and deconsolidated the net assets of the optimization business.
The financial statements and accompanying notes presented in this report exclude the assets, liabilities, revenues and expenses from the optimization business and include an investment in the joint venture and equity in net earnings from the joint venture after September 2021.
During the fourth quarter of 2021, the company revised the presentation of the consolidated statements of cash flows to include cash performance bonds and guaranty fund contributions as restricted cash and restricted cash equivalents within the beginning and ending balances of the reconciliation of cash, cash equivalents, restricted cash and restricted cash equivalents.
Total cash flows from financing activities were revised to include the changes associated with the cash performance bonds and guaranty fund contribution liability.
See note 4.
The prior period amounts have been revised to conform to the current period presentation.
The revision in presentation is considered immaterial to the company's overall financial statements and has had no impact on the consolidated balance sheets, consolidated statements of income, consolidated statements of comprehensive income or consolidated statements of equity, including all previously filed financial statements.
These cash performance bonds and guaranty fund contributions cannot be used for the company's operations or to satisfy any operational liabilities.
The following table presents the effects of the changes on the presentation of these cash flows to the previously reported consolidated statements of cash flows:
| (in millions) | | | | | | As Previously Reported | | | | | | Adjustments | | | | | | Revised | | | | | | As Previously Reported | | | | | | Adjustments | | | | | | Revised | | |
| Net increase in cash, cash equivalents, restricted cash and restricted cash equivalents | | | | | | 81.9 | | | | | | 49,704.8 | | | | | | 49,786.7 | | | | | | 179.4 | | | | | | (2,378.5) | | | | | | (2,199.1) | | |
The cash performance bonds and guaranty fund contributions are considered restricted cash as the cash deposits cannot be used for the company's operations or to satisfy any operational liabilities.
The company also does not currently expect any pending accounting pronouncements to have a material impact on the consolidated financial statements.
| Total revenues | | | | | | $ | 4,689.7 | | | | | $ | 4,883.6 | | | | | $ | 4,868.0 | |
half day of changes in fair value of all open positions, before considering the clearing house's ability to access defaulting clearing firms' collateral deposits.
potential losses after first utilizing $100.0 million of corporate contributions designated by CME to be used in the event of a default of a clearing firm for the base guaranty fund.
| | | | | | | 2021 | | | | | | | | | | | | 2020 | | | | | | | | |
| (in millions) | | | | | | 2021 | | | | | | 2020 | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Balance at December 31, 2017 | | | 339,235 | | | | | | 3 | | | | | | $ | 17,900.3 | | | | | $ | 4,497.2 | | | | | $ | 14.3 | | | | | $ | 22,411.8 | | | | | $ | — | | | | | $ | 22,411.8 | |
| Net income | | | | | | | | | | | | | | | | | | | | | 1,962.2 | | | | | | | | | | | | 1,962.2 | | | | | | 1.5 | | | | | | 1,963.7 | | |
| Dividends on common stock of $4.55 per share | | | | | | | | | | | | | | | | | | | | | (1,591.6) | | | | | | | | | | | | (1,591.6) | | | | | | | | | | | | (1,591.6) | | |
| Impact of adoption of standards update on tax effects related to accumulated other comprehensive income and revenue recognition | | | | | | | | | | | | | | | | | | | | | (12.5) | | | | | | 3.8 | | | | | | (8.7) | | | | | | | | | | | | (8.7) | | |
| Common stock issued to complete the acquisition of NEX | | | 16,927 | | | | | | | | | | | | 3,105.8 | | | | | | | | | | | | | | | | | | 3,105.8 | | | | | | | | | | | | 3,105.8 | | |
| Balance at December 31, 2018 | | | 356,824 | | | | | | 3 | | | | | | $ | 21,057.9 | | | | | $ | 4,855.3 | | | | | $ | 5.3 | | | | | $ | 25,918.5 | | | | | $ | 46.8 | | | | | $ | 25,965.3 | |
| Cash paid to acquire NEX, net of cash received | | | — | | | | | | — | | | | | | (1,795.4) | | |
| Proceeds from other borrowings, net of issuance costs | | | — | | | | | | — | | | | | | 1,185.0 | | |
| Total | | | $ | 1,638.5 | | | | | $ | 1,556.6 | | | | | $ | 1,377.2 | |
| Common stock issued for the acquisition of NEX | | | — | | | | | | — | | | | | | 3,105.8 | | |
Effective November 2, 2018, CME Group completed its acquisition of NEX Group plc (NEX).
NEX offers electronic trade execution platforms for the foreign exchange and fixed income over-the-counter markets as well as other services across the transaction lifecycle, including trade and portfolio management and portfolio compression.
The financial statements and accompanying notes presented in this report include the financial results of NEX and its subsidiaries beginning on November 3, 2018.
For those
Exposure to losses on receivables for clearing and transaction fees and other amounts owed by clearing and trading firms is dependent on each firm's financial condition.
exceeds its fair value, an impairment loss is recognized in an amount equal to that excess.
*Credit Losses.* In June 2016, the FASB issued guidance that changes how credit losses are measured for most financial assets measured at amortized cost and certain other instruments.
The standard requires an entity to estimate its lifetime expected credit loss and record an allowance, that when deducted from the amortized cost basis of the financial asset, presents the net amount expected to be collected on the financial asset.
This forward-looking expected loss model generally will result in the earlier recognition of allowances for losses.
The standard also amends the impairment model for available for sale debt securities and requires entities to determine whether all or a portion of the unrealized loss on an available for sale debt security is a credit loss.
Severity and duration of the unrealized loss are no longer permissible factors in concluding whether a credit loss exists.
Entities will recognize improvements to estimated credit losses on available for sale debt securities immediately in earnings rather than as interest income over time.
The company implemented this standard on January 1, 2020 by recognizing an immaterial cumulative-effect adjustment to the beginning balance of retained earnings.
The company has not experienced significant levels of underpayment or nonpayment by customers and does not expect changes to this trend over the payment terms of our receivables.
With respect to clearing firms, the company's credit loss exposure is mitigated by the memberships that collateralize fees owed to the company.
The allowance for credit losses on accounts receivable is calculated by evaluating the aging of the company's billings by revenue stream: clearing and transaction, market data, and other.
This aging assessment, as well as contemplation of current and anticipated economic factors, including the interest rate environment and pricing levels are the primary considerations that most significantly impact the collectability of accounts receivable.
The allowance for accounts receivable is $5.4 million at December 31, 2020.
*Defined Pension and Other Postretirement Plans.* In August 2018, the FASB issued a standards update that modifies the disclosure requirements for employers that sponsor defined pension or other postretirement plans.
The guidance clarifies certain existing disclosures and expands the requirements for others.
Disclosures that are not considered cost beneficial are removed by the update.
Also, there is a new disclosure requirement to include an explanation of the reasons for significant gains and losses related to changes in the benefit obligation for the period.
This guidance is effective for reporting periods ending after December 15, 2020.
Adoption of this guidance in December 2020 did not have a material financial statement impact as the changes are disclosure-related only.
The company has amended its employee benefit plan disclosures to incorporate the new guidance in footnote 11 of this report.
An excerpt. Shown here: 40 of 437 rewritten, 40 of 155 added and 40 of 178 removed. The counts are complete. For every sentence, read Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA in the FY2021 filing and the FY2020 filing.
Item 9A. CONTROLS AND PROCEDURES
11 rewritten, 2 added, 1 removed, 52 unchanged
There were no changes in the company’s internal control over financial reporting which occurred during [removed: 2020,] [added: the fourth quarter of 2021,] that have materially affected, or are reasonably likely to materially affect, the company’s internal control over financial reporting.
Management assessed the effectiveness of the company’s internal control over financial reporting as of December 31, [removed: 2020.][added: 2021.]
Based on this assessment, management believes that, as of December 31, [removed: 2020,] [added: 2021,] our internal control over financial reporting is effective.
The effectiveness of our internal control over financial reporting as of December 31, [removed: 2020] [added: 2021] has been audited by Ernst & Young [removed: LLP,] [added: LLP (PCAOB ID 42),] an independent registered public accounting firm, as stated in the report on page [removed: 88.][added: 85.]
We have audited the accompanying consolidated balance sheets of CME Group Inc. and subsidiaries (the Company) as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] the related consolidated statements of income, comprehensive income, equity, and cash flows for each of the three years in the period ended December 31, [removed: 2020,] [added: 2021,] and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”).
In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2020,] [added: 2021,] in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February [removed: 26, 2021] [added: 25, 2022] expressed an unqualified opinion thereon.
| *Description of the Matter* | | | As discussed in Note [removed: 10] [added: 9] to the consolidated financial statements, the Company had unrecognized income tax benefits of [removed: $328.2] [added: $316.4] million related to uncertain tax positions as of December 31, [removed: 2020.] [added: 2021.] Uncertainty in a tax position may arise due to the application of complex tax regulations. The Company uses significant judgment to (1) determine whether, based on the technical merits, the tax position is more likely than not to be sustained upon examination and (2) measure the amount of the tax benefit that qualifies for recognition. Auditing management’s estimate of the Company’s uncertain tax positions that qualified for recognition and the related unrecognized income tax benefits was especially challenging because management’s estimate involved significant judgment in evaluating the technical merits of the positions, including interpretations of applicable tax laws and regulations. | | |
We have audited CME Group Inc. and subsidiaries’ internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).
In our opinion, CME Group Inc. and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of CME Group Inc. and subsidiaries as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] the related consolidated statements of income, comprehensive income, equity and cash flows for each of the three years in the period ended December 31, [removed: 2020,] [added: 2021,] and the related notes and financial statement schedule listed in the Index at Item 15(a) and our report dated February [removed: 26, 2021] [added: 25, 2022] expressed an unqualified opinion thereon.
February 25, 2022
February 25, 2022
February 26, 2021
Item 9B. OTHER INFORMATION
0 rewritten, 0 added, 1 removed, 1 unchanged
PART III
Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
0 rewritten, 2 added, 0 removed, 0 unchanged
New section this year
Not applicable.
PART III
Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
1 rewritten, 0 added, 0 removed, 7 unchanged
Certain of the information called for by this item is hereby incorporated herein by reference to the relevant portions of CME Group’s definitive proxy statement for the Annual Meeting of Shareholders to be held on May [removed: 5, 2021,] [added: 4, 2022,] to be filed by CME Group with the SEC pursuant to Regulation 14A within 120 days after December 31, [removed: 2020] [added: 2021] (Proxy Statement).
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS
0 rewritten, 0 added, 11 removed, 1 unchanged
EQUITY COMPENSATION PLAN INFORMATION
We currently maintain the following equity compensation plans: CME Group Inc. Amended and Restated Omnibus Stock Plan, CME Group Inc. Director Stock Plan and CME Group Inc. Amended and Restated Employee Stock Purchase Plan.
We do not maintain any equity compensation plans not approved by shareholders.
A description of each of these plans and the number of shares authorized and available for future awards is included in note 16 of the notes to consolidated financial statements.
The numbers in the following table are as of December 31, 2020.
| | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Plan Category | | | Number of Securities to be Issued Upon Exercise of Outstanding Options (a) | | | Weighted-Average Exercise Price of Outstanding Options | | | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding securities reflected in column (a)) | | |
| Equity compensation plans approved by security holders | | | 102,823 | | | $ | 54.41 | | 15,627,263 | | |
| Equity compensation plans not approved by security holders | | | — | | | — | | | | | |
| Total | | | 102,823 | | | | | | 15,627,263 | | |
Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
44 rewritten, 2 added, 5 removed, 98 unchanged
Consolidated Balance Sheets at December 31, [removed: 2020] [added: 2021] and [removed: 2019][added: 2020]
Consolidated Statements of Income for the Years Ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018][added: 2019]
Consolidated Statements of Comprehensive Income for the Years Ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018][added: 2019]
Consolidated Statements of Equity for the Years Ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018][added: 2019]
Consolidated Statements of Cash Flows for the Years Ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018][added: 2019]
For the Years Ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018][added: 2019]
| Year Ended December 31, [removed: 2018] [added: 2021] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Allowance for deferred tax assets | | | [removed: 11.2] [added: 11.3] | | | | | | | | | | | | [removed: (0.5)] [added: —] | | | | | | [removed: —] [added: (10.7)] | | | | | | [removed: 10.7] [added: 0.6] | | |
(1)Includes write-offs of doubtful accounts, foreign currency and [removed: additions to allowance for] [added: write-offs of fully reserved] deferred tax [removed: assets through accumulated other comprehensive income (loss).][added: assets.]
| 3.1 | | | | | | [Fourth Amended and Restated Certificate of Incorporation of CME Group [removed: Inc.] [added: Inc., as amended] (incorporated by reference to Exhibit [removed: 3.1] [added: 3.2] to CME Group [removed: Inc.’s] [added: Inc.'s] Current Report on Form 8-K, filed with the SEC on [removed: May 29, 2012).](http://www.sec.gov/Archives/edgar/data/1156375/000119312512251430/d359429dex31.htm)] [added: November 4, 2021).](http://www.sec.gov/Archives/edgar/data/1156375/000119312521319504/d204323dex32.htm)] | | | | | |
| 3.2 | | | | | | [removed: [Fifteenth Amended] [added: [Sixteenth](http://www.sec.gov/Archives/edgar/data/1156375/000115637521000093/cme-202163010qex31.htm) [Amended] and Restated Bylaws of CME Group Inc. (incorporated by reference to Exhibit 3.1 to CME Group [removed: Inc.’s Current Report on Form 8-K,] [added: Inc.’s](http://www.sec.gov/Archives/edgar/data/1156375/000115637521000093/cme-202163010qex31.htm) [Form](http://www.sec.gov/Archives/edgar/data/1156375/000115637521000093/cme-202163010qex31.htm) [10](http://www.sec.gov/Archives/edgar/data/1156375/000115637521000093/cme-202163010qex31.htm)[\-](http://www.sec.gov/Archives/edgar/data/1156375/000115637521000093/cme-202163010qex31.htm)[Q](http://www.sec.gov/Archives/edgar/data/1156375/000115637521000093/cme-202163010qex31.htm)[,] filed with the SEC [removed: on February 7, 2020).](http://www.sec.gov/Archives/edgar/data/1156375/000119312520028129/d883148dex31.htm)] [added: on](http://www.sec.gov/Archives/edgar/data/1156375/000115637521000093/cme-202163010qex31.htm) [August 5](http://www.sec.gov/Archives/edgar/data/1156375/000115637521000093/cme-202163010qex31.htm)[, 202](http://www.sec.gov/Archives/edgar/data/1156375/000115637521000093/cme-202163010qex31.htm)[1](http://www.sec.gov/Archives/edgar/data/1156375/000115637521000093/cme-202163010qex31.htm)[).](http://www.sec.gov/Archives/edgar/data/1156375/000115637521000093/cme-202163010qex31.htm)] | | | | | |
| 4.1 | | | | | | [Amended and Restated Commercial Paper Dealer Agreement, dated as of October 20, 2014, among CME Group Inc., as Issuer, and Barclays Capital Inc., as Dealer (incorporated by reference to Exhibit 4.1 to CME [removed: Group's 10-K,] [added: Group](http://www.sec.gov/Archives/edgar/data/1156375/000115637515000014/cme-2014123110kex41.htm) [Inc.](http://www.sec.gov/Archives/edgar/data/1156375/000115637515000014/cme-2014123110kex41.htm)['s](http://www.sec.gov/Archives/edgar/data/1156375/000115637515000014/cme-2014123110kex41.htm) [Form](http://www.sec.gov/Archives/edgar/data/1156375/000115637515000014/cme-2014123110kex41.htm) [10-K,] filed with the SEC on February 26, 2015).](http://www.sec.gov/Archives/edgar/data/1156375/000115637515000014/cme-2014123110kex41.htm) | | | | | |
| 4.2 | | | | | | [Commercial Paper Issuing and Paying Agency Agreement, dated as of September 26, 2014, between CME Group Inc. and Bank of America, National Association, as Issuing and Paying Agent (incorporated by reference to Exhibit 4.2 to CME [removed: Group's 10-K,] [added: Group](http://www.sec.gov/Archives/edgar/data/1156375/000115637515000014/cme-2014123110kex42.htm) [Inc,](http://www.sec.gov/Archives/edgar/data/1156375/000115637515000014/cme-2014123110kex42.htm)['s](http://www.sec.gov/Archives/edgar/data/1156375/000115637515000014/cme-2014123110kex42.htm) [Form](http://www.sec.gov/Archives/edgar/data/1156375/000115637515000014/cme-2014123110kex42.htm) [10-K,] filed with the SEC on February 26, 2015).](http://www.sec.gov/Archives/edgar/data/1156375/000115637515000014/cme-2014123110kex42.htm) | | | | | |
| 4.4 | | | | | | [Amended and Restated Commercial Paper Dealer Agreement, dated as of October 20, 2014, between CME Group Inc., as Issuer, and Goldman, Sachs & Co., as Dealer (incorporated by reference to Exhibit 4.4 to CME [removed: Group's 10-K,] [added: Group](http://www.sec.gov/Archives/edgar/data/1156375/000115637515000014/cme-2014123110kex44.htm) [Inc.](http://www.sec.gov/Archives/edgar/data/1156375/000115637515000014/cme-2014123110kex44.htm)['s](http://www.sec.gov/Archives/edgar/data/1156375/000115637515000014/cme-2014123110kex44.htm) [Form](http://www.sec.gov/Archives/edgar/data/1156375/000115637515000014/cme-2014123110kex44.htm) [10-K,] filed with the SEC on February 26, 2015).](http://www.sec.gov/Archives/edgar/data/1156375/000115637515000014/cme-2014123110kex44.htm) | | | | | |
| 4.11* | | | | | | [Description of [removed: securities](https://www.sec.gov/Archives/edgar/data/1156375/000115637521000020/cme-2020123110kex411.htm).] [added: securities](https://www.sec.gov/Archives/edgar/data/1156375/000115637522000076/cme-2021123110kex411.htm).] | | | | | |
| 10.1(1) | | | | | | [CME Group Inc. Second Amended and Restated Omnibus Stock Plan, amended and restated effective as of May 24, 2017 (incorporated by reference to Exhibit 10.2 to CME Group [removed: Inc.’s Form] [added: Inc.’s](http://www.sec.gov/Archives/edgar/data/1156375/000119312517186768/d594804dex102.htm) [Current Report on](http://www.sec.gov/Archives/edgar/data/1156375/000119312517186768/d594804dex102.htm) [Form] 8-K, filed with the SEC on May 30, 2017).](http://www.sec.gov/Archives/edgar/data/1156375/000119312517186768/d594804dex102.htm) | | | | | |
| [removed: 10.2(1)] [added: 10.3(1)] | | | | | | [Form of Equity [added: Stipend] Grant Letter for [removed: Restricted Shares] [added: Non-Executive Directors] (incorporated by reference to Exhibit [removed: 10.2] [added: 10.5] to CME [removed: Group's 10-K,] [added: Group](http://www.sec.gov/Archives/edgar/data/1156375/000115637518000026/cme-2017123110kex105.htm) [Inc.](http://www.sec.gov/Archives/edgar/data/1156375/000115637518000026/cme-2017123110kex105.htm)['s](http://www.sec.gov/Archives/edgar/data/1156375/000115637518000026/cme-2017123110kex105.htm) [Form](http://www.sec.gov/Archives/edgar/data/1156375/000115637518000026/cme-2017123110kex105.htm) [10-K,] filed with the SEC on March 1, [removed: 2018).](http://www.sec.gov/Archives/edgar/data/1156375/000115637518000026/cme-2017123110kex102.htm)] [added: 2018).](http://www.sec.gov/Archives/edgar/data/1156375/000115637518000026/cme-2017123110kex105.htm)] | | | | | |
| [removed: 10.3(1)] [added: 10.20(1)] | | | | | | [Form of Equity Grant Letter for Annual Grant of Performance Shares (incorporated by reference to Exhibit [removed: 10.3] [added: 10.2] to CME [removed: Group's 10-K,] [added: Group Inc.'s Form 10-Q,] filed with the SEC on [removed: March 1, 2018).](http://www.sec.gov/Archives/edgar/data/1156375/000115637518000026/cme-2017123110kex103.htm)] [added: November 3, 2021).](http://www.sec.gov/Archives/edgar/data/1156375/000115637521000167/equitygrantletterperforman.htm)] | | | | | |
| [removed: 10.4(1)] [added: 10.2(1)] | | | | | | [CME Group Inc. Director Stock Plan, amended and restated effective as of May 21, 2014 (incorporated by reference to Exhibit 10.1 to CME Group Inc.'s Current Report on Form 8-K, filed with the SEC on May 28, 2014).](http://www.sec.gov/Archives/edgar/data/1156375/000119312514214151/d733968dex101.htm) | | | | | |
| [removed: 10.5(1)] [added: 10.19(1)] | | | | | | [Form of Equity [removed: Stipend] Grant Letter for [removed: Non-Executive Directors] [added: Restricted Shares] (incorporated by reference to Exhibit [removed: 10.5] [added: 10.1] to CME [removed: Group's 10-K,] [added: Group Inc.'s Form 10-Q,] filed with the SEC on [removed: March 1, 2018).](http://www.sec.gov/Archives/edgar/data/1156375/000115637518000026/cme-2017123110kex105.htm)] [added: November 3, 2021).](http://www.sec.gov/Archives/edgar/data/1156375/000115637521000167/equitygrantletterrestricte.htm)] | | | | | |
| [removed: 10.6(1)] [added: 10.4(1)] | | | | | | [CME Group Inc.'s Amended and Restated Employee Stock Purchase Plan, amended and restated as of May 23, 2012 (incorporated by reference to Exhibit 10.2 to CME Group [removed: Inc.'s Form] [added: Inc.'s](http://www.sec.gov/Archives/edgar/data/1156375/000119312512251430/d359429dex102.htm) [Current Report on](http://www.sec.gov/Archives/edgar/data/1156375/000119312512251430/d359429dex102.htm) [Form] 8-K, filed with the SEC on May 29, 2012](http://www.sec.gov/Archives/edgar/data/1156375/000119312512251430/d359429dex102.htm); [First Amendment to the Amended and Restated Employee Stock Purchase Plan, effective as of December 5, 2012 (incorporated by reference to Exhibit 10.7 to CME Group Inc.'s Form 10-K, filed with the SEC on February 28, 2013).](http://www.sec.gov/Archives/edgar/data/1156375/000115637513000007/cme-2012123110kex107.htm) | | | | | |
| [removed: 10.7(1)] [added: 10.5(1)] | | | | | | [Chicago Mercantile Exchange Inc. Senior Management Supplemental Deferred Savings Plan (SMSDSP), Amended and Restated as of January 1, 2017 (incorporated by reference to Exhibit 10.1 to CME Group Inc.'s Form 10-Q, filed with the SEC on August 2, 2017).](http://www.sec.gov/Archives/edgar/data/1156375/000115637517000080/cme-201763010qex101.htm) | | | | | |
| [removed: 10.8(1)] [added: 10.6(1)] | | | | | | [Chicago Mercantile Exchange Inc. Directors' Deferred Compensation Plan, amended and restated as of January 1, 2009 (incorporated by reference to Exhibit 10.9 to CME Group Inc.'s Form 10-K, filed with the SEC on March 2, 2009).](http://www.sec.gov/Archives/edgar/data/1156375/000119312509042361/dex109.htm) | | | | | |
| [removed: 10.9(1)] [added: 10.7(1)] | | | | | | [Chicago Mercantile Exchange Inc. Supplemental Executive Retirement Plan consisting of the Grandfathered Supplemental Retirement Plan, amended and restated as of January 1, 2008, and the Amended and Restated 409A Supplemental Executive Retirement Plan, amended and restated as of January 1, 2008 (incorporated by reference to Exhibit 10.9 to CME Group Inc.'s Form 10-K, filed with the SEC on February 28, 2008).](http://www.sec.gov/Archives/edgar/data/1156375/000119312508040449/dex109.htm) | | | | | |
| [removed: 10.10(1)] [added: 10.8(1)] | | | | | | [Chicago Mercantile Exchange Inc. Supplemental Executive Retirement Trust; First Amendment thereto, dated September 7, 1993 (incorporated by reference to Exhibit 10.5 to Chicago Mercantile Exchange Inc.'s Form S-4, filed with the SEC on February 24, 2000).](http://www.sec.gov/Archives/edgar/data/1103945/000095013100001428/0000950131-00-001428.txt) | | | | | |
| [removed: 10.11(1)] [added: 10.9(1)] | | | | | | [Recognition and Retention Plan for Members of the COMEX Division of New York Mercantile Exchange (incorporated by reference to Exhibit 10.11 to NYMEX Holdings, Inc.'s Form 10-K, filed with the SEC on March 29, 2001)](http://www.sec.gov/Archives/edgar/data/1105018/000095012301002844/y46628ex10-11.txt); [Amendment to the Recognition and Retention Plan for Members of the COMEX Division of the New York Mercantile Exchange, dated October 22, 2015 (incorporated by reference to Exhibit 10.1 to CME [removed: Group's] [added: Group](http://www.sec.gov/Archives/edgar/data/1156375/000115637515000108/cme-201593010qex101.htm) [Inc.](http://www.sec.gov/Archives/edgar/data/1156375/000115637515000108/cme-201593010qex101.htm)['s] Form 10-Q, filed with the SEC on November 6, 2015).](http://www.sec.gov/Archives/edgar/data/1156375/000115637515000108/cme-201593010qex101.htm) | | | | | |
| [removed: 10.12(1)] [added: 10.10(1)] | | | | | | [Second Amended and Restated CME Group Inc. Incentive Plan for Named Executive Officers (Amended and Restated as of May 24, 2017) (incorporated by reference to Exhibit 10.1 to CME Group [removed: Inc.’s Form] [added: Inc.’s](http://www.sec.gov/Archives/edgar/data/1156375/000119312517186768/d594804dex101.htm) [Current Report on](http://www.sec.gov/Archives/edgar/data/1156375/000119312517186768/d594804dex101.htm) [Form] 8-K, filed with the SEC on May 30, 2017).](http://www.sec.gov/Archives/edgar/data/1156375/000119312517186768/d594804dex101.htm) | | | | | |
| [removed: 10.13(1)] [added: 10.11(1)] | | | | | | [CME Group Inc. Severance Plan for Eligible Executives, amended and restated effective January 1, 2013 (incorporated by reference to Exhibit 10.16 to CME Group Inc.'s Form 10-K, filed with the SEC on February 28, 2014)](http://www.sec.gov/Archives/edgar/data/1156375/000115637514000012/cme-2013123110kex1017.htm); [First Amendment to CME Group Inc. Severance Plan for Eligible Executives, effective as of October 13, 2014 (incorporated by reference to Exhibit 10.16 to CME [removed: Group's 10-K,] [added: Group](http://www.sec.gov/Archives/edgar/data/1156375/000115637515000014/cme-2014123110kex1016.htm) [Inc.](http://www.sec.gov/Archives/edgar/data/1156375/000115637515000014/cme-2014123110kex1016.htm)['s](http://www.sec.gov/Archives/edgar/data/1156375/000115637515000014/cme-2014123110kex1016.htm) [Form](http://www.sec.gov/Archives/edgar/data/1156375/000115637515000014/cme-2014123110kex1016.htm) [10-K,] filed with the SEC on February 26, 2015).](http://www.sec.gov/Archives/edgar/data/1156375/000115637515000014/cme-2014123110kex1016.htm) | | | | | |
| [removed: 10.14(1)] [added: 10.12(1)] | | | | | | [CME Group Inc. Severance Plan, amended and restated effective January 1, 2013 (incorporated by reference to Exhibit 10.17 to CME Group Inc.'s Form 10-K, filed with the SEC on February 28, 2014)](http://www.sec.gov/Archives/edgar/data/1156375/000115637514000012/cme-2013123110kex1018.htm); [First Amendment to the Amended and Restated CME Group Inc. Severance Plan, effective October 13, 2014 (incorporated by reference to Exhibit 10.17 to CME [removed: Group's 10-K,] [added: Group](http://www.sec.gov/Archives/edgar/data/1156375/000115637515000014/cme-2014123110kex1017.htm) [Inc.](http://www.sec.gov/Archives/edgar/data/1156375/000115637515000014/cme-2014123110kex1017.htm)['s](http://www.sec.gov/Archives/edgar/data/1156375/000115637515000014/cme-2014123110kex1017.htm) [Form](http://www.sec.gov/Archives/edgar/data/1156375/000115637515000014/cme-2014123110kex1017.htm) [10-K,] filed with the SEC on February 26, 2015).](http://www.sec.gov/Archives/edgar/data/1156375/000115637515000014/cme-2014123110kex1017.htm) | | | | | |
| [removed: 10.15(1)] [added: 10.22(1)] | | | | | | [Amended and Restated Agreement, effective as of [removed: December 16, 2019,] [added: February 2, 2022,] by and between CME Group Inc. and Terrence A. Duffy (incorporated by reference to Exhibit 10.1 to CME Group Inc.'s [added: Current Report on] Form 8-K, filed with the SEC on [removed: December 18, 2019).](http://www.sec.gov/Archives/edgar/data/1156375/000119312519316912/d851626dex101.htm)] [added: February 3, 2022).](http://www.sec.gov/Archives/edgar/data/1156375/000119312522027045/d307197dex101.htm)] | | | | | |
| [removed: 10.16(1)] [added: 10.21] | | | | | | [removed: [Amendment Deed,] [added: [Credit Agreement,] dated [added: as of] November [removed: 2, 2018, by and] [added: 12, 2021,] among CME Group Inc., [removed: NEX Group plc] [added: certain lenders, agents, arrangers, bookrunners,] and [removed: Michael Spencer] [added: Bank of America, N.A., as Administrative Agent] (incorporated by reference to Exhibit 10.1 to CME Group Inc.'s [added: Current Report on] Form 8-K, filed with the SEC on November [removed: 8, 2018).](http://www.sec.gov/Archives/edgar/data/1156375/000119312518322722/d644644dex101.htm)] [added: 16, 2021).](http://www.sec.gov/Archives/edgar/data/1156375/000119312521330866/d260121dex101.htm)] | | | | | |
| [removed: 10.17(2)] [added: 10.13(2)] | | | | | | [License Agreement, dated June 29, 2012, between Standard & Poor's Financial Services LLC and Chicago Mercantile Exchange Inc. (incorporated by reference to Exhibit 10.6 to CME Group Inc.'s Form 10-Q, filed with the SEC on August 8, 2012).](http://www.sec.gov/Archives/edgar/data/1156375/000115637512000093/cme-201263010qex106.htm) | | | | | |
| 10.18 | | | | | | [removed: [$2,250,000,000] [added: [Amendment No. 5 to] Credit Agreement, dated as of [removed: November 21, 2017,] [added: April 28, 2021,] among [removed: CME Group] [added: Chicago Mercantile Exchange] Inc., certain lenders, [removed: agents, arrangers, bookrunners] [added: Bank of America, N.A., as Administrative Agent,] and [added: Citibank, N.A., as Collateral Agent and Collateral Monitoring Agent. The Amended Credit Agreement, as amended through Amendment No. 5, among Chicago Mercantile Exchange Inc., certain lenders,] Bank of America, N.A., as Administrative [added: Agent, and Citibank, N.A., as Collateral] Agent [added: and Collateral Monitoring Agent, is attached as Annex A to Amendment No. 5] (incorporated by reference to Exhibit 10.1 to CME Group Inc.'s [added: Current Report on] Form 8-K, filed with the SEC on [removed: November 27, 2017).](http://www.sec.gov/Archives/edgar/data/1156375/000115637517000114/a20171121seniorcreditfacil.htm)] [added: April 29, 2021).](http://www.sec.gov/Archives/edgar/data/1156375/000119312521139919/d185277dex101.htm)] | | | | | |
| [removed: 10.22] [added: 10.14] | | | | | | [Amended and Restated Commercial Paper Dealer Agreement, dated as of October 20, 2014, among CME Group Inc., as Issuer, and Barclays Capital Inc., as Dealer (incorporated by reference to Exhibit 4.1 above).](http://www.sec.gov/Archives/edgar/data/1156375/000115637515000014/cme-2014123110kex41.htm) | | | | | |
| [removed: 10.23] [added: 10.15] | | | | | | [Commercial Paper Issuing and Paying Agency Agreement, dated as of September 26, 2014, between CME Group Inc. and Bank of America, National Association, as Issuing and Paying Agent (incorporated by reference to Exhibit 4.2 above).](http://www.sec.gov/Archives/edgar/data/1156375/000115637515000014/cme-2014123110kex42.htm) | | | | | |
| [removed: 10.24] [added: 10.16] | | | | | | [Amended and Restated Commercial Paper Dealer Agreement, dated as of October 20, 2014, between CME Group Inc., as Issuer, and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Dealer (incorporated by reference to Exhibit 4.3 above).](http://www.sec.gov/Archives/edgar/data/1156375/000115637515000014/cme-2014123110kex43.htm) | | | | | |
| [removed: 10.25] [added: 10.17] | | | | | | [Amended and Restated Commercial Paper Dealer Agreement, dated as of October 20, 2014, between CME Group Inc., as Issuer, and Goldman, Sachs & Co., as Dealer (incorporated by reference to Exhibit 4.4 above).](http://www.sec.gov/Archives/edgar/data/1156375/000115637515000014/cme-2014123110kex44.htm) | | | | | |
| 21.1* | | | | | | [List of Subsidiaries of CME Group [removed: Inc.](https://www.sec.gov/Archives/edgar/data/1156375/000115637521000020/cme-2020123110kex211.htm)] [added: Inc.](https://www.sec.gov/Archives/edgar/data/1156375/000115637522000076/cme-2021123110kex211.htm)] | | | | | |
| 23.1* | | | | | | [removed: [C](https://www.sec.gov/Archives/edgar/data/1156375/000115637521000020/cme-2020121310kex231.htm)[onsent] [added: [Consent] of Ernst & Young [removed: LLP.](https://www.sec.gov/Archives/edgar/data/1156375/000115637521000020/cme-2020121310kex231.htm)] [added: LLP.](https://www.sec.gov/Archives/edgar/data/1156375/000115637522000076/cme-2021121310kex231.htm)] | | | | | |
| 31.1* | | | | | | [Section 302—Certification of Terrence A. [removed: Duffy.](https://www.sec.gov/Archives/edgar/data/1156375/000115637521000020/cme-2020123110kex311.htm)] [added: Duffy.](https://www.sec.gov/Archives/edgar/data/1156375/000115637522000076/cme-2021123110kex311.htm)] | | | | | |
| Allowance for doubtful accounts | | | $ | 5.4 | | | | | | | | | | | $ | 1.9 | | | | | $ | (1.7) | | | | | $ | 5.6 | |
| 3.3 | | | | | | [Certificate of Designations of Series G Non-Voting Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 to CME Group Inc.'s Current Report on Form 8-K, filed with the SEC on November 4, 2021).](http://www.sec.gov/Archives/edgar/data/1156375/000119312521319504/d204323dex31.htm) | | | | | |
| Allowance for doubtful accounts | | | $ | 2.2 | | | | | | | | | | | $ | 0.6 | | | | | $ | (0.1) | | | | | $ | 2.7 | |
| | | | | | | | | | | | |
| 10.19 | | | | | | [Amendment No. 1 to Credit Agreement and Bank Joinder Agreement, dated as of November 1, 2018, among Chicago Mercantile Exchange Inc., Bank of America, N.A., in its capacity as administrative agent, Citibank, N.A., in its capacity as Collateral Agent, and certain banks (incorporated by reference to Exhibit 10.1 to CME Group Inc.'s Form 8-K, filed with the SEC on November 7, 2018).](http://www.sec.gov/Archives/edgar/data/1156375/000119312518320479/d581440dex101.htm) | | | | | |
| 10.20 | | | | | | [Amendment No. 2 to Credit Agreement and Bank Joinder Agreement, dated as of May 1, 2019, between Chicago Mercantile Exchange Inc., certain lenders, Bank of America, N.A., as Administrative Agent and Citibank N.A. as Collateral Agent and Collateral Monitoring Agent. The Amended Credit Agreement, as amended as of May 1, 2019, between Chicago Mercantile Exchange Inc., certain lenders, Bank of America, N.A., as Administrative Agent and Citibank N.A. as Collateral Agent and Collateral Monitoring Agent (incorporated by reference to Exhibit 10.1 to CME Group Inc.'s Form 8-K, filed with the SEC on May 6, 2019](http://www.sec.gov/Archives/edgar/data/1156375/000119312519138410/d732408dex101.htm)). | | | | | |
| 10.21 | | | | | | [Amendment No. 3 to Credit Agreement and Bank Joinder Agreement, dated as of April 29, 2020, between Chicago Mercantile Exchange Inc., certain lenders, Bank of America, N.A., as Administrative Agent and Citibank N.A., as Collateral Agent and Collateral Monitoring Agent. The Amended Credit Agreement, as amended as of April 29, 2020, between Chicago Mercantile Exchange Inc., certain lenders, Bank of America, N.A., as Administrative Agent and Citibank N.A. as Collateral Agent and Collateral Monitoring Agent is attached as Annex A to the Amendment (incorporated by reference to Exhibit 10.1 to CME Group Inc.'s Form 8-K, filed with the SEC on April 30, 2020).](http://www.sec.gov/Archives/edgar/data/1156375/000119312520128304/d922539dex101.htm) | | | | | |
An excerpt. Shown here: 40 of 44 rewritten, all 2 added and all 5 removed. The counts are complete. For every sentence, read Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES in the FY2021 filing and the FY2020 filing.
Item 16. FORM 10-K SUMMARY
1 rewritten, 1 added, 0 removed, 88 unchanged
Pursuant to the requirements of Section 13 or 15(d) 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, in the City of Chicago and State of Illinois on the [removed: 26th] [added: 25th] day of February, [removed: 2021.][added: 2022.]
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated, in the City of Chicago and State of Illinois on the 25th day of February, 2022.