CME Group (CME) 10-K risk factor changes: FY2022 vs FY2021

- economic, political and geopolitical market [removed: conditions;][added: conditions, including the instability caused by the war between Russia and Ukraine;]

Please see "Item 1A - Risk Factors - Risks Relating To Our Business" beginning on page [removed: [19](#i6baa7f3b6e6c4b53a297b489839e5a7b_2141)] [added: [19](#i90108a4788ad4420b49cc1bd51d7978d_37)] for additional information.

We operate in a heavily regulated environment that imposes significant costs and competitive burdens on our 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 [removed: customers.][added: customers, fines or other consequences to our regulated status.]

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 [added: continued increasing oversight and] changes to our regulatory environment and business in the future and have incurred and expect to continue to incur significant costs to comply.

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 [removed: governance] [added: governance, risk oversight] or regulatory structure, or impose significant costs on us by, for example, requiring more of our funds to be set aside for the guaranty [removed: fund.][added: fund or to meet other compliance requirements.]

To the extent the legislative and regulatory environment [removed: is] [added: becomes more onerous for us to comply or] less beneficial for us or our customers, our business, financial condition and operating results could be negatively affected.

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 repository, broker-dealer, multilateral trading facility or other regulatory [removed: penalties.][added: status.]

The risks from failing to comply with these regulatory obligations include potential [removed: liability,] [added: liability and/or] disciplinary action against the firm and individuals, monetary penalties and restrictions on future activities.

Please see "Item 1 - Business - Regulatory Matters" beginning on page [removed: [11](#i6baa7f3b6e6c4b53a297b489839e5a7b_2068)] [added: [11](#i90108a4788ad4420b49cc1bd51d7978d_25)] for additional information on our areas of regulatory focus.

[removed: The] [added: Our] industry [removed: in which we operate] is highly [removed: competitive] [added: competitive,] and we expect competition to continue to intensify.

We face competition from other futures, securities and securities option exchanges; OTC markets; clearing organizations; consortia formed by our members and large industry participants; swap execution facilities; alternative trade execution facilities; technology firms, including market data distributors and electronic trading system [removed: developers,] [added: developers;] and others.

Please see "Item 1 - Business - Competition" beginning on page [removed: [10](#i6baa7f3b6e6c4b53a297b489839e5a7b_2044)] [added: [10](#i90108a4788ad4420b49cc1bd51d7978d_22)] for additional information on the competitive environment and its potential impact on our business.

Our technology, our [added: customers and our] people and those of our third-party service [removed: providers, and our customers] [added: providers] may be vulnerable to 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 [added: or remediate damage to] our systems and/or investigate any alleged attack.

Our technology, our [added: customers, our] people and those of our third-party service providers [removed: and our customers] may be vulnerable to targeted attacks, such as "phishing" attacks, unauthorized access, fraud, computer viruses, denial of service attacks, terrorism, [removed: "ransom"] [added: "ransomware"] attacks, firewall or encryption failures or other security or operational risks.

Criminal groups, political activist groups and nation-state actors have targeted the financial services industry in general, [added: including as a result of the Russian] and [added: Ukraine war, and] our role in the global marketplace places us at greater risk than other public companies for a cyber attack and other information security threats.

[removed: As the] [added: The] regulatory environment related to information security, [added: privacy,] data collection and [removed: use, and privacy becomes] [added: data usage is] increasingly rigorous and complex, [added: and] any failure to comply may carry significant penalties and reputational damage.

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, processes and technology infrastructure, including [removed: the] rapid response to zero-day vulnerabilities.

Any security attack or breach could result in system failures and delays, malfunctions in our operations, loss of customers or lower trading volume, loss of competitive position, damage to our reputation, disruption of our business, legal liability or regulatory fines and significant costs, which in [removed: turn,] [added: turn] may cause our revenues and earnings to decline.

These risks include, among others, potential liability from disputes over terms of a trade, the claim that a system failure or delay caused monetary losses to a customer, that we entered into an unauthorized transaction, that we provided materially false or misleading statements in connection with a transaction or [removed: that we failed to effectively fulfill our regulatory oversight responsibilities.]

[added: We may become subject to these claims as a] result of failures or malfunctions of our systems and services we provide.

The [removed: ongoing] COVID-19 pandemic [removed: has caused significant disruption] [added: continues to cause disruptions] 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, employee attrition, supply chain interruptions and overall economic and financial market instability in the U.S. Similar impacts also [removed: have] [added: had] been experienced throughout the world, including in every country in which we do business.

- [removed: Continued disruption] [added: Disruption] to our business and operations;

- Reduced economic activity generally, which could cause businesses to have less need to hedge in our markets; [added: and]

- Increased financial and operational stress experienced by our clearing firm members due to unprecedented volatility or downturn, including significant losses that may result in a reduction of business or a [removed: default;][added: default.]

These potential impacts may exist for a significant period of time and may adversely affect our business, financial condition, and results of operations even [removed: after] [added: if] the COVID-19 pandemic [removed: has subsided.][added: becomes endemic.]

[removed: The extent to which the COVID-19 pandemic further impacts our business, results of operations or financial condition will depend on future developments, which are highly uncertain and difficult to predict, but may include, among others, the duration and spread of the pandemic,] [added: virus,] including through new variant strains, its severity, the actions taken by governments and other third parties to contain the virus or treat its impact, such as vaccination, and the effect of such actions on our business [removed: practices (including ending work-from-home protocols or transitioning to more hybrid work models),] [added: practices,] the impact of [removed: existing and] any future federal stimulus measures, and the pace at which, and the extent to which, normal economic and operating conditions [removed: resume, or even if they resume, whether such economic and operating conditions can be sustained.][added: resume.]

In addition, many of the other risk factors described herein could be heightened by the effects of [removed: the] COVID-19 [removed: pandemic] and related economic conditions, which could result in a material impact on our results of operations, financial condition and liquidity.

In [removed: 2021,] [added: 2022,] 93% of our overall contract volume was generated through electronic trading on our CME Globex electronic [removed: platform, and we generated $336.3 million in revenue attributable to the BrokerTec and EBS trading platforms.][added: platform.]

If we do not successfully enhance our electronic trading systems and technology offerings, [added: including the development and migration of our marketplace and supporting operational and business functions to the Cloud,] if we are unable to develop [removed: them] [added: our trading systems and technology offerings] to include other products and markets, or if they do not have the required functionality, performance, availability and resilience, capacity, security and speed desired by our customers, our ability to successfully compete and our revenues and profits will be adversely affected.

If we experience systems failures or capacity constraints, our ability to conduct our operations and execute our business strategy could be materially [removed: harmed] [added: harmed,] and we could be subjected to significant costs and liabilities.

We depend on a number of suppliers, such as banking, clearing and settlement organizations, telephone companies, internet service providers, data processors, cloud hosting providers, data center providers, and software and hardware vendors, for [added: elements of our trading, clearing, and other systems, as well as communications and networking equipment, computer hardware and software and related support and maintenance.]

[removed: While these service providers have undertaken to keep current and certify as to our enhancements and changes to their software to our] interfaces and functionality, we cannot guarantee that they will continue to make the necessary [removed: monetary] [added: monetary, resource] and time investments to keep up with our enhancements and changes.

Our Three-Month Eurodollar futures and options contracts are based on the three-month U.S. Dollar London Interbank Offered Rate (LIBOR) underlying [removed: rate.][added: rate and will be transitioned to the three-month Secured Overnight Financing Rate (SOFR) futures and options in the first half of 2023.]

To the extent trading in Eurodollar contracts decreases [added: ahead of this transition] or [removed: is discontinued and] our alternative contracts are not successful, our revenues would be negatively impacted.

In [removed: 2021,] [added: 2022,] average trading volume in our Eurodollar contracts was [removed: 3.5] [added: 2.4] million contracts and open interest was [removed: 40.8] [added: 17] million [added: contracts and our average trading volume in our SOFR contracts was 2.2 million contracts and open interest was 29.3 million] contracts.

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 [removed: three-month, six-month and one-year] [added: the remaining] USD LIBOR [added: settings in a "representative" form (including three-month USD LIBOR)] after June 30, 2023.

[removed: Financial] [added: In light of these developments, financial] institutions that currently report information used to set USD LIBOR are expected to stop doing so during 2023, and [removed: in 2021, the U.S. Federal Reserve Board and other regulatory bodies issued guidance encouraging] [added: we expect] banks and other financial market participants to [added: continue to] cease entering into new contracts [removed: that use] [added: based on] USD [removed: LIBOR as a reference rate no later than December 31, 2021.][added: LIBOR.]

[removed: 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] [added: There] is no guarantee that [removed: they] [added: these market participants] will [added: adopt] reference rates associated with our alternative products.

that we failed to effectively fulfill our regulatory oversight responsibilities.

Moreover, since implementing broad work-from-home measures during the pandemic, we have an increased dependency on remote equipment and connectivity infrastructure to access critical business systems that may be subject to failure or disruption of availability, which could negatively impact our business operations.

Further, we have been subject to increased phishing and other social engineering attempts by malicious actors to manipulate individuals into divulging confidential or personal information or access to our networks.

If our cybersecurity diligence and efforts to offset the increased risks associated with this greater reliance on mobile, collaborative and remote technologies are not effective or successful, we will be at increased risk for cyber security or data privacy incidents.

The extent to which COVID-19 further impacts our business, results of operations or financial condition will depend on future developments, which are highly uncertain and difficult to predict, but may include, among others, the duration and spread of the

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, availability and resilience, capacity, security and speed required by our customers.

While these service providers have undertaken to keep current and certify as to our enhancements and changes to their software to our

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, and in March 2022, the Adjustable Interest Rate (LIBOR) Act was signed into law, establishing a framework for the replacement of LIBOR as a benchmark interest rate in U.S. contracts that do not provide for the use of a clearly defined and practicable benchmark replacement rate following the cessation of publication or publication in a "representative" form.

While these actions have resulted in an increase in market acceptance of

Misconduct by our employees and agents could include

We believe that our interest rate product line could continue to be negatively impacted by a return to a zero interest rate policy.

We may become subject to these claims as a

- Reduced productivity and operating effectiveness as a result of our employees working remotely and impacts on our clients encountering similar circumstances;

- Delays in our expansion, 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 conferences, and other impacts from social distancing;

- Impacts on our brand and reputation due to negative investor sentiment in the overall financial markets;

- Market access or trading limitations imposed by governmental authorities; and

- Increased technology and cyber-security risks, social engineering and phishing campaigns.

The spread of COVID-19 has caused us to modify our business practices, including restricting employee travel and continuing work-from-home protocols, and we may take further actions as may be required by government authorities or as we determine

to be in the best interests of our employees and clients.

There is no certainty that such measures will be sufficient to mitigate the risks posed by the pandemic or will otherwise be satisfactory to government authorities.

Although we are focused on the technology and customer experience as part of the anticipated migration of the EBS platform to CME Globex in the first half of 2022, we cannot guarantee that we will not experience any client attrition, and to the extent any such client attrition is significant, it could have a negative impact on our revenues.

elements of our trading, clearing, and other systems, as well as communications and networking equipment, computer hardware and software and related support and maintenance.

(SONIA) futures contracts.

within the anticipated time frames, that the joint venture may be more costly than expected, or that we may experience customer attrition.

- Results of Operations: Includes an analysis of our [removed: 2021] [added: 2022] financial results and a discussion of any known events or trends that are likely to impact future results.

In September 2021, we contributed the net assets of our optimization business to OSTTRA, our [removed: new] joint venture with IHS Markit.

Certain BrokerTec [removed: and EBS] contracts are cleared at third-party clearing houses.

The competitive environment to which we are subject is discussed in "Item [removed: 1.][added: 1 - Business" beginning on page [10](#i90108a4788ad4420b49cc1bd51d7978d_22).]

The regulatory environment to which we are subject is discussed in "Item [removed: 1.][added: 1 - Business" beginning on page [11](#i90108a4788ad4420b49cc1bd51d7978d_25).]

Our strategic initiatives are discussed in "Item [removed: 1.][added: 1 - Business" beginning on page [7](#i90108a4788ad4420b49cc1bd51d7978d_16).]

Any customer who is guaranteed by a clearing firm and who agrees to be bound by our exchange rules is able to obtain direct access to our [removed: electronic platforms.]

[removed: The cash markets business includes] BrokerTec [removed: Americas, which] [added: Americas also] generates revenue from a matched principal business.

This business serves as a fully matched counterparty to offsetting positions entered into by clients on [removed: its] [added: our] electronic trading platform to facilitate anonymity and access to clearing and settlement.

Changes in this expense are driven by fluctuations in the number of employees, increases in wages as a result of [removed: inflation or] labor market conditions, changes in rates for employer taxes and other cost increases affecting benefit plans.

This expense may be driven by system capacity, [added: cloud consumption,] functionality and redundancy requirements.

- Equity in net earnings (losses) of unconsolidated subsidiaries includes income and losses from our investments in [removed: OSTTRA, S&P/Dow] [added: S&P Dow] Jones Indices [removed: LLC (S&P/DJI),] [added: LLC, OSTTRA,] Shanghai CFETS-NEX International Money Broking Co., Ltd. and Dubai Mercantile Exchange.

[removed: If the carrying value] exceeds the undiscounted net cash flows, management is then required to estimate the fair value of the assets and record an impairment loss for the excess of the carrying value over the fair value.

In connection with this impairment assessment, management also challenges the useful lives of our definite-lived intangible [removed: assets on a periodic basis.][added: assets.]

Clearing and transaction fees are recognized as revenue when a buy and sell order are [removed: matched] [added: matched, novated] and when the trade is cleared.

We also enter into software hosting arrangements for software projects maintained [added: or developed] in the cloud.

Software development costs incurred during the planning or maintenance stages of a software project are expensed as incurred, while [added: certain] costs incurred during the application development stage are capitalized and are amortized over the estimated useful life of the software, which is generally two to four years, but up to eight years for certain trading and clearing applications, depending upon expected useful lives.

For a comparison of our results of operations for the fiscal years ended December 31, [added: 2021 to December 31,] 2020, see "Part II, Item [removed: 7.][added: 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, 2021, filed with the SEC on February 25, 2022.]

| (dollars in millions, except per share data) | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | | | | | | | [removed: 2021-2020] [added: 2022-2021] | | | | | | | | |

| Total revenues | | | | | | $ | [removed: 4,689.7] [added: 5,019.4] | | | | | $ | [removed: 4,883.6] [added: 4,689.7] | | | | | | | | | | | [removed: (4)] [added: 7] | | % | | | | | | |

| Total expenses | | | | | | [removed: 2,044.5] [added: 2,003.5] | | | | | | [removed: 2,246.2] [added: 2,044.5] | | | | | | | | | | | | [removed: (9)] [added: (2)] | | | | | | | | |

| Operating margin | | | | | | [removed: 56] [added: 60.1] | | % | | | | [removed: 54] [added: 56.4] | | % | | | | | | | | | | | | | | | | | | |

| Non-operating income (expense) | | | | | | $ | [removed: 728.4] [added: 474.4] | | | | | $ | [removed: 84.7] [added: 728.4] | | | | | | | | | | | [removed: n.m.] [added: (35)] | | | | | | | | |

| Effective tax expense rate | | | | | | [removed: 21.8] [added: 22.9] | | % | | | | [removed: 22.6] [added: 21.8] | | % | | | | | | | | | | | | | | | | | | |

| Net income attributable to CME Group | | | | | | $ | [removed: 2,636.4] [added: 2,691.0] | | | | | $ | [removed: 2,105.2] [added: 2,636.4] | | | | | | | | | | | [removed: 25] [added: 2] | | | | | | | | |

| Diluted earnings per common share attributable to CME Group | | | | | | [removed: 7.29] [added: 7.40] | | | | | | [removed: 5.87] [added: 7.29] | | | | | | | | | | | | [removed: 24] [added: 2] | | | | | | | | |

| Cash flows from operating activities | | | | | | [removed: 2,402.4] [added: 3,056.0] | | | | | | [removed: 2,715.6] [added: 2,402.4] | | | | | | | | | | | | [removed: (12)] [added: 27] | | | | | | | | |

[removed: n.m.][added: *n.m.]

not [removed: meaningful][added: meaningful*]

| (dollars in millions) | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | | | | | | | [removed: 2021-2020] [added: 2022-2021] | | | | | | | | |

| Clearing and transaction fees | | | | | | $ | [removed: 3,765.1] [added: 4,142.7] | | | | | $ | [removed: 3,897.4] [added: 3,765.1] | | | | | | | | | | | [removed: (3)] [added: 10] | | % | | | | | | |

| Market data and information services | | | | | | [removed: 576.9] [added: 610.9] | | | | | | [removed: 545.4] [added: 576.9] | | | | | | | | | | | | 6 | | | | | | | | |

| Other | | | | | | [removed: 347.7] [added: 265.8] | | | | | | [removed: 440.8] [added: 347.7] | | | | | | | | | | | | [removed: (21)] [added: (24)] | | | | | | | | |

| Total Revenues | | | | | | $ | [removed: 4,689.7] [added: 5,019.4] | | | | | $ | [removed: 4,883.6] [added: 4,689.7] | | | | | | | | | | | [removed: (4)] [added: 7] | | | | | | | | |

| Total contract volume (in millions) | | | [removed: 4,942.7] [added: 5,846.0] | | | | | | [removed: 4,820.6] [added: 4,942.7] | | | | | | | | | | | | [removed: 3] [added: 18] | | % | | | | | | |

| Clearing and transaction fees (in millions) | | | $ | [removed: 3,306.3] [added: 3,758.5] | | | | | $ | [removed: 3,384.6] [added: 3,306.3] | | | | | | | | | | | [removed: (2)] [added: 14] | | | | | | | | |

| Average rate per contract | | | [removed: 0.669] [added: 0.643] | | | | | | [removed: 0.702] [added: 0.669] | | | | | | | | | | | | [removed: (5)] [added: (4)] | | | | | | | | |

We estimate the following [removed: decrease] [added: net increase] in clearing and transaction fees based on a change in total contract volume and a change in average rate per contract during [removed: 2021] [added: 2022] compared with [removed: 2020.][added: 2021.]

| (in millions) | | | | | | [removed: 2021-2020] [added: 2022-2021] | | | | | | | | |

| Increase due to change in total contract volume | | | | | | $ | [removed: 81.7] [added: 580.7] | | | | | | | |

We compete in a large and expanding financial services trading, clearing and settlement marketplace globally.

electronic platforms.

If the carrying value

| | | | 2022 | | | | | | 2021 | | | | | | | | | | | | 2022-2021 | | | | | | | | |

| Aggregate average daily volume | | | | | | 23,291 | | | | | | 19,614 | | | | | | | | | | | | 19 | | | | | | | | |

Interest rate, equity, and foreign exchange volatility were higher in 2022 when compared with 2021 as result of a change in market expectations and uncertainty regarding the Federal Reserve's interest rate policy amid higher than expected inflation levels.

The Federal Open Market Committee raised the Federal Funds rate by a total of 425 percentage points in 2022 and has indicated that it intends to further raise interest rates in the near future.

The Federal Reserve also began quantitative tightening in the second half of 2022 by reducing its holdings of U.S. Treasury securities.

However, the geopolitical uncertainty between Russia and Ukraine led to risk aversion and reduced trading by market participants within the agricultural commodity and energy markets due to global commodity trade uncertainty.

| (amounts in thousands) | | | | | | 2022 | | | | | | 2021 | | | | | | | | | | | | 2022-2021 | | | | | | | | |

| Futures expiring within two years | | | | | | 1,100 | | | | | | 1,291 | | | | | | | | | | | | (15) | | % | | | | | | |

| Futures expiring beyond two years | | | | | | 440 | | | | | | 1,085 | | | | | | | | | | | | (59) | | | | | | | | |

| SOFR futures and options: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Futures expiring within two years | | | | | | 1,479 | | | | | | 145 | | | | | | | | | | | | n.m. | | | | | | | | |

| Futures expiring beyond two years | | | | | | 282 | | | | | | 13 | | | | | | | | | | | | n.m. | | | | | | | | |

| Options | | | | | | 440 | | | | | | 36 | | | | | | | | | | | | n.m. | | | | | | | | |

| Federal Funds futures and options | | | | | | 335 | | | | | | 112 | | | | | | | | | | | | n.m. | | | | | | | | |

We believe this was due to higher than expected inflation levels, the Federal Open Market Committee's decision to increase the Federal Funds rate multiple times in 2022 as well as the Federal Reserve's quantitative tightening in the second half of 2022.

The increase in overall SOFR volume was also due to more market participants transitioning to the new reference rate away from LIBOR as well as incentive programs designed to encourage market participation in SOFR options trading.

| (amounts in thousands) | | | | | | 2022 | | | | | | 2021 | | | | | | | | | | | | 2022-2021 | | | | | | | | |

Volatility within the equity indexes increased as a result of higher than expected inflation levels as well as the Federal Reserve's actions to increase the Federal Funds rate and quantitative tightening in 2022.

We believe these factors led to the overall increases in equity contract volumes.

| (amounts in thousands) | | | | | | 2022 | | | | | | 2021 | | | | | | | | | | | | 2022-2021 | | | | | | | | |

Market volatility increased in 2022 due to the global central banks' interest rate policy decisions as a result of higher than expected inflation.

| (amounts in thousands) | | | | | | 2022 | | | | | | 2021 | | | | | | | | | | | | 2022-2021 | | | | | | | | |

In 2022 when compared with 2021, overall commodity contract volume decreased, which we believe is largely due to risk aversion by market participants following price increases and global trade uncertainty resulting from the Russia and Ukraine conflict.

| (amounts in thousands) | | | | | | 2022 | | | | | | 2021 | | | | | | | | | | | | 2022-2021 | | | | | | | | |

Overall energy contract volume decreased in 2022 when compared with 2021.

Participant trading activity slowed down largely due to concerns regarding high inflation and an economic downturn.

In addition, the sustained conflict between Russia and Ukraine continued to cause disruptions to the global energy markets.

| (amounts in thousands) | | | | | | 2022 | | | | | | 2021 | | | | | | | | | | | | 2022-2021 | | | | | | | | |

| Optimization transaction fees | | | | | | — | | | | | | 59.9 | | | | | | n.m. | | |

The increases in European Repo and U.S. Treasury transactions were largely due to increased volatility as a result of a change in market expectations regarding the Federal Reserve's interest rate policy, following higher than expected inflation levels in 2022.

*Other revenues*.

In 2021, the optimization business generated $115.1 million in other revenue.

| (dollars in millions) | | | | | | 2022 | | | | | | 2021 | | | | | | | | | | | | 2022-2021 | | | | | | | | |

| Non-qualified deferred compensation | | | | | | (28.7) | | | | | | (1) | | |

| Currency fluctuation | | | | | | (12.8) | | | | | | (1) | | |

| Bonus | | | | | | 21.6 | | | | | | 1 | | |

| Licensing and other fee agreements | | | | | | 83.1 | | | | | | 4 | | |

We face competition from other futures, securities and securities option exchanges; clearing organizations; swap execution facilities; alternative trade execution facilities; technology firms, including market data distributors and electronic trading system developers; and others.

Business" on page [10](#i6baa7f3b6e6c4b53a297b489839e5a7b_2044).

Business" on page [11](#i6baa7f3b6e6c4b53a297b489839e5a7b_2068).

Business" on page [7](#i6baa7f3b6e6c4b53a297b489839e5a7b_1993).

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, 2020, filed with the SEC on February 26, 2021.

| | | | 2021 | | | | | | 2020 | | | | | | | | | | | | 2021-2020 | | | | | | | | |

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.

Equity market volatility was higher in 2020 as a result of the governmental and business response to the COVID-19 pandemic.

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.

| Front 8 futures | | | | | | 1,291 | | | | | | 1,311 | | | | | | | | | | | | (2) | | % | | | | | | |

| Back 32 futures | | | | | | 1,085 | | | | | | 633 | | | | | | | | | | | | 71 | | | | | | | | |

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.

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.

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.

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.

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.

We believe this was due to a continued rebalance and reduction in demand in the crude oil markets as a result of the COVID-19 pandemic.

In addition, forecasts of warmer than expected weather resulted in a decrease in natural gas contract volume compared with 2020.

Lower overall market volatility within the gold and silver markets contributed to the overall decline in metal contract volume in 2021 when compared with 2020.

The increase in European Repo transactions was largely due to increased volatility as a result of the European Union unexpectedly leaving interest rates unchanged.

We believe the decreases in U.S. Treasury and Spot FX volumes are primarily due to lower levels of volatility following periods of higher volatility in early 2020 caused by significant uncertainty surrounding the economic impacts of the governmental and business actions to combat the COVID-19 pandemic.

| Amortization of purchased intangibles | | | | | | $ | (73.6) | | | | | (3) | | % |

| Intangible and fixed asset impairments | | | | | | (30.4) | | | | | | (1) | | |

| Stock-based compensation | | | | | | (20.5) | | | | | | (1) | | |

| Bonus | | | | | | 21.5 | | | | | | 1 | | |

| Total | | | | | | $ | (201.7) | | | | | (9) | | % |

Amortization was no longer taken on these intangible assets once they were classified as held for sale in January 2021 following approval of the contribution by the company's board of directors.

- Professional fees and outside services expenses decreased due to a greater reliance on consultants for platform integrations, information security and systems enhancements in 2020, as well as a reduction in legal fees related to our business activities and product offerings.

- In 2020, we recognized higher impairment charges on certain intangible assets and fixed assets related to a subsidiary.

- Decreases in stock-based compensation expense were primarily due to higher forfeitures resulting from reductions in headcount compared to 2020.

*Investment income.* The increase in investment income in 2021 when compared with 2020 was largely due to higher net unrealized and realized gains on investments of $122.5 million.

We also recognized a gain of $30.4 million related to the sale of a building in Chicago in the fourth quarter of 2021, as well as proceeds from a legal settlement.

Debt outstanding at December 31, [removed: 2021] [added: 2022] 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: 2021.][added: 2022.]

We would then use guaranty fund contributions of other clearing firms within the respective financial safeguard package and funds collected through an assessment against [removed: solvent] [added: non-defaulting] clearing firms within the respective financial safeguard package to satisfy the deficit.

At December 31, [removed: 2021,] [added: 2022,] aggregate performance bond deposits for clearing firms for both financial safeguard packages was [removed: $224.8] [added: $231.5] 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: 2021] [added: 2022] 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: 5,902.9] [added: 4,404.5] | | |

| Assessment powers(3) | | | | | | [removed: 16,233.0] [added: 12,112.2] | | |

The following shows the available assets for the interest rate swap financial safeguard package at December 31, [removed: 2021] [added: 2022] 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: 3,798.4] [added: 2,508.2] | | |

| Assessment powers(3) | | | | | | [removed: 1,336.0] [added: 528.8] | | |

Assessment powers are calculated to reflect the potential obligation that each clearing member could be called for based on potential failure of the third and fourth largest [removed: clearing.][added: clearing member; however, the total amount available would be reduced by the defaulted clearing members' assessment obligations since they would no longer be able to satisfy their obligations.]

At December 31, [removed: 2021,] [added: 2022,] the balance of the collateral at FICC was $100.0 million, which was included in other current assets on the consolidated balance sheet.

Aggregate transaction gains (losses) for [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019] [added: 2020] were [removed: $0.4] [added: $13.2] million, [removed: $(9.3)] [added: $0.4] million and [removed: $(7.2)] [added: $(9.3)] million, respectively.

We have foreign currency translation risk related to the translation of our foreign [added: consolidated and unconsolidated] subsidiaries' assets, liabilities, revenues and expenses from their respective functional currencies to the U.S. dollar at each reporting date.

Aggregate translation gains (losses), net of tax, for [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019] [added: 2020] were [removed: $(62.0)] [added: $(195.4)] million, [removed: $134.3] [added: $(62.0)] million and [removed: $(0.6)] [added: $134.3] million, respectively.

(2)Guaranty fund contributions of clearing firms include guaranty fund contributions required of clearing firms, but do not include any excess deposits held by us at the direction of clearing firms.

In addition, we would make a demand for payment pursuant to any applicable guarantee provided to us by the parent company of the clearing firm.

(2)Guaranty fund contributions of clearing firms for interest rate swap contracts include guaranty fund contributions required of those clearing firms.

It established [removed: CME Clearing] [added: its clearing house] in 1919, which is operated as part of CME.

Market liquidity [removed: \-] [added: -] or the ability of a market to absorb the execution of large purchases or sales quickly and efficiently [removed: \-] [added: -] is key to attracting and retaining customers and contributing to a market's success.

- CBOT's product slate consists of agricultural, equities and interest rate products, including contracts for United States (U.S.) Treasury futures, soybean, corn, [added: and] wheat and contracts based on the Dow Jones Industrial Index.

- NYMEX's product slate consists of energy and metals products, including contracts for crude oil, natural gas, heating oil, gasoline and emissions [removed: contracts] (GEO and NGO).

[added: For electronic and privately negotiated] markets, we offer brokers and customers the CME Direct platform for arranging, executing, recording and risk-managing trades across all six major asset classes.

In [removed: 2021, 84%] [added: 2022, 83%] of our contract volume was from trades by our members.

One firm represented at least 10% of our clearing and transaction fees revenue for [removed: 2021.][added: 2022.]

Certain BrokerTec and EBS [removed: contracts] [added: products] are cleared at third-party clearing houses.

Our BrokerTec [removed: markets] [added: Central Limit Order Books] were migrated from a third-party platform to our CME Globex electronic platform in the first quarter of 2021 and our EBS [removed: market is expected to migrate] [added: Central Limit Order Books were migrated] to the CME Globex platform in the [removed: first half] [added: second quarter] of 2022.

It facilitates trading [removed: principally] for banks and non-bank professional trading firms.

- EBS [removed: is a global electronic platform] [added: provides] for the trading of FX products across major and emerging market currencies.

EBS also offers execution of non-deliverable forwards through a Commodity Futures Trading Commission (CFTC) registered swap execution facility [removed: (SEF).][added: (SEF), operated by one of our subsidiaries.]

[added: EBS operates both as a Central Limit Order Book platform for] spot and non-deliverable forwards currency pairs, as well as a relationship-based [added: third-party] trading platform offering spot FX, FX forwards and FX [removed: swaps (EBS Direct).][added: swaps.]

Market Data Business: We offer a variety of market data services through industry-leading market data platforms and third-party distribution partners, which are designed to meet the risk-management, trading, investment and business needs of our [removed: global client base.]

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 cloud connect capabilities on [added: the] Google Cloud 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 benchmarks and [removed: indices.][added: indices, including CME Term SOFR Reference Rates (CME Term SOFR), which is a benchmark designed to adhere to the IOSCO Principles for Financial Benchmarks.]

In [removed: 2021,] [added: 2022,] CME Group futures and options had an average daily volume of [removed: 19.6] [added: 23.3] million contracts, with a volume record in our equity asset class for the [removed: sixth] [added: seventh] consecutive year.

It was also a year of volume records for multiple products, including Ultra 10 Year [added: Treasury Note] futures, SOFR futures, Bitcoin futures, Micro E-Mini Equity Index futures and a record number of contracts executed via Basis Trade at Index Close.

In addition to the individual product launches noted above, we have completed many product extensions across our asset classes, including short-dated options products (Monday and Wednesday weekly options on [removed: the E-Mini Nasdaq 100 and Russell 2000), expanded Japanese energy futures (including four new Japanese electricity futures contracts] [added: Gold, Silver] and [removed: two new LNG futures contracts),] [added: Copper] and [removed: additional implied volatility products in fixed income, energy, metals] [added: Tuesday] and [removed: agricultural products to our suite of CME Group Volatility Indexes (CVOL).][added: Thursday weekly options on the E-Mini S&P 500).]

In [removed: 2021,] [added: 2022,] approximately [removed: 29%] [added: 28%] of our electronic

futures and options volume was from transactions reported as outside the U.S. and approximately [removed: 56%] [added: 52%] of our market data revenue was derived from outside the U.S. We also achieved [removed: 5%] [added: 27%] growth in trading volume during Asian trading hours and [removed: 3%] [added: 10%] growth during European trading hours in [removed: 2021] [added: 2022] compared to [removed: 2020.][added: 2021.]

[removed: In 2021, we extended our new CVOL family with two additional releases for] [added: CME Group Volatility Indexes (CVOL) comprises] a total of [removed: 40] [added: 39] indexes, including six unique broad-based benchmarks such as the Treasury Volatility Index and Commodity Volatility Index.

We have increased our customer base and continue to target cross-asset sales across client [removed: segments,] [added: segments and across cash and futures platforms,] driving global sales and generating new client participation across all regions.

Diversify our Business and Revenue [removed: \-] [added: \-] Our acquisition of NEX [added: in 2018] 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 broadening our global client base.

We are positioned to take direct advantage of growth in treasury issuance, [added: unwinding of the Fed’s balance sheet,] liquid treasury holdings and the trading of treasury instruments, as well as growing repo activity in the U.S. and Europe.

[removed: Our joint venture with] S&P [removed: Global, Inc., S&P/DJI] [added: Dow Jones] Indices [removed: LLC,] [added: LLC] combines the world class capabilities of the S&P and Dow Jones Indices, and is a significant player in passive investing, including the exchange-traded fund (ETF) industry value chain.

We also act as the joint [removed: ventures'] [added: venture's] licensing agent and distribution services provider.

[removed: 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] [added: OSTTRA] serves as [removed: a] [added: the] leading [added: optimization business and] provider of progressive post-trade solutions for the global OTC markets across interest rate, FX, equity and credit asset classes.

Deliver Unparalleled Customer Efficiencies and Operational Excellence \- With changing regulatory [removed: capital] requirements for many of our customers, including additional margin requirements on uncleared trades, and the need for greater efficiencies, we have added tools to enable customers to manage [removed: trading and] clearing positions in our markets in an efficient manner.

With the ongoing implementation of regulatory reform in the [removed: U.S.] [added: United States] and in Europe, along with global implementation of Basel III capital requirements on financial institutions, we expect [removed: capital efficiencies and] centralized clearing [added: and capital efficiencies] to continue to be important for our global client base.

[added: 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 majority of our clearing volumes and activities are related to our listed futures and options, which represents [removed: the majority of our open interest and collateral held against these positions.]

We offer equity index futures and options on key benchmarks, including S&P, Nasdaq, Dow Jones, FTSE Russell and fixed income index futures on the [removed: Bloomberg Short-Term Bank Yield (BSBY)] [added: BSBY] indexes.

[removed: CME’s] [added: Our] license for the S&P 500 Index will be exclusive for futures and options until one year prior to the termination of the S&P License Agreement, and non-exclusive for the last year.

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 5% (accounting for dilution) of the outstanding [removed: joint venture interests.][added: interests in S&P Dow Jones Indices.]

In the event there is no open interest in any such products, then [removed: CME Indexes] [added: we] may terminate the agreement.

We cannot guarantee [removed: that] we will be able to maintain the exclusivity of our licensing agreements with S&P, Dow Jones, Nasdaq and FTSE Russell or be able to maintain existing exclusive and non-exclusive licensing arrangements beyond the term of the current agreements or that any renewal will be on terms as favorable to us.

In addition, we cannot guarantee that others will not succeed in creating stock index futures based on information similar to that which we [added: own or] have obtained by license, or that market participants will not increasingly use other instruments, including securities and options based on the S&P, Dow Jones, [removed: Nasdaq or FTSE Russell indexes, to manage or speculate on U.S. stock risks.]

Please also refer to the discussion below and in "Item 1A [removed: —] [added: -] Risk Factors" beginning on page [removed: [15](#i6baa7f3b6e6c4b53a297b489839e5a7b_16)] [added: [15](#i90108a4788ad4420b49cc1bd51d7978d_31)] for a description of competitive risks and uncertainties.

We believe [removed: that] we compete favorably with respect to these factors.

BrokerTec Quote is a third party Request For Quote platform that offers a dealer-to-client trading solution for the European and U.S. government repo markets.

BrokerTec Stream is a relationship-based trading platform offering U.S. Treasury instruments.

global client base.

- Additional Cryptocurrency Reference Rates and Real-Time Indices (2022)

- CBL Core Global Emissions Offset Futures (2022)

- 20-year U.S. Treasury Bond Futures (2022)

- Micro Bitcoin and Ether Options (2022)

- Aluminum Options (2022)

- Canadian Wheat Futures (2022)

- Micro WTI Options (2022)

- Six new E-mini sector index Futures (2022)

- Euro-denominated Bitcoin and Ether Futures (2022)

- Ether Options (2022)

- Ten event contracts linked to our global benchmarks (2022)

- TBA futures for Mortgage-backed Securities (2022)

- Euro Short-Term Rate (€STR) Futures and RepoFunds Rate (RFR) Futures (2022)

CME Group continues to introduce tools which assist our clients in managing their risks.

In 2022, we launched real-time streaming versions of the CVOL indexes.

CVOL provide a representative measure of the market expectation of 30-day forward risk, comprising both end of day and live streaming values.

Through the end of 2022, we have licensed the CME Term SOFR to over 1,900 firms and over 7,000 users in more than 90 countries.

In 2010, CME Group acquired a majority stake in Dow Jones Indexes, which was combined with S&P’s index business in 2012 to form S&P Dow Jones Indices LLC, of which CME Group now has a 27% ownership stake.

In 2022, we invested $410.0 million in this joint venture to fund our portion of the acquisition of the IHS Markit indices business, which includes leading fixed income and credit indices, such as iBoxx, iTraxx and CDX.

In 2021, CME Group and IHS Markit established a 50/50 joint venture, OSTTRA.

We contributed to OSTTRA our post-trade businesses (Traiana, TriOptima and Reset) and IHS Markit contributed its MarkitSERV business.

In February 2022, IHS Markit was acquired by S&P Global.

the majority of our open interest and collateral held against these positions.

2022 was a foundational year, where we built the Cloud platform and successfully migrated some applications.

In 2023, we plan to accelerate our application migration, including launching and commercializing data products in the Cloud.

In connection with S&P Dow Jones Indices, we have a license agreement (S&P License Agreement) for certain S&P stock indexes and related trade names, trademarks and service marks in connection with the creation, marketing, trading, clearing and promoting of futures contracts and/or options on futures contracts that are indexed to certain S&P stock indexes.

In connection with S&P Dow Jones Indices, we also have an exclusive license agreement (Dow Jones License Agreement) for certain Dow Jones indexes.

CME Group is the owner of CME Term SOFR, a daily set of forward-looking interest rate estimates, calculated and published for 1-month, 3-month and 12-month tenors.

CME Term SOFR was endorsed by the ARRC convened by the Federal Reserve Board and the New York Federal Reserve and the Board itself under its Final Rule published in January 2023, which Rule has generally designated CME Term SOFR as a replacement rate for USD LIBOR under the LIBOR Act.

Nasdaq or FTSE Russell indexes, to manage or speculate on U.S. stock risks.

- capital efficiencies;

In light of the implementation of new regulatory requirements and other financial

Singapore and Canada.

Our subsidiary, CME Group Benchmark Administration, is a registered benchmark administrator, authorized and supervised by the FCA under the UK Benchmark Regulations.

CME Group Benchmark offers a variety of different multi-asset class data products, including CME Term SOFR.

Federal legislation was also recently proposed by Congress that would impose a user fee on digital asset spot markets to fund CFTC regulation of those assets.

Such a user fee, if adopted, could potentially be expanded to apply more broadly to the futures and options markets.

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 SOFR options.

For electronic and privately negotiated

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 operates both as a Central Limit Order Book platform (EBS Market) for

- 3-Year Treasury Note Futures (2020)

- Adjusted Interest Rate (AIR) Total Return Futures (2020)

- Cash-settled Bitcoin Options (2020)

- SOFR Options (2020)

- Micro E-mini Equity Index Options (2020)

- Brazilian Soybean Futures (2020)

- Pork Cutout Futures and Options (2020)

- European Renewable Fuel Futures (2020)

- Nasdaq-100 Volatility Index (VOLQ) Futures (2020)

- Nasdaq Veles California Water Index Futures (2020)

- Adjusted Interest Rate Total Return Futures (2020)

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.

To further our commitment to our global customers, in 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 also introduced an initiative to launch real-time streaming versions of the CVOL indexes, which is expected to occur in 2022.

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 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

The addition of our enhanced Standard Portfolio Analysis of Risk (SPAN) margin framework, CME SPAN 2, will provide enhanced risk management capabilities in a single, unified interface by maintaining SPAN's current calculations and functions while incorporating several new modeling, reporting and margin replication enhancements.

CME SPAN 2 will initially be launched with certain futures and options on energy products and then expanded to other asset classes.

As CME SPAN 2 is 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.

In connection with our joint venture with S&P Global, Inc., we have a license agreement (S&P License Agreement), which superseded our prior licensing arrangements and was assigned to the joint venture.

CBOT has an exclusive license agreement (Dow Jones License Agreement) with CME Group Index Services LLC (CME Indexes) for certain Dow Jones indexes, which has also been assigned to the joint venture.

We also have a multi-year non-exclusive licensing arrangement with ICE Benchmark Administration for the use of LIBOR to settle several of our interest rate products, including our Eurodollar contracts.

We have also seen the acquisition of smaller clearing houses by larger and better capitalized firms, including FTX’s acquisition of LedgerX.

As such, we are subject to extensive regulation, primarily in the U.S. and Europe.

A portion of our market data business, offered by CME Group Benchmark Administration, is subject to regulation by the E.U. Benchmarks Regulation, which regulates our RepoFunds Rate suite of daily Euro repo indices.

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.

- The FCA’s announcement of its phase out of the use of LIBOR, which may unfavorably impact our ability to list our existing suite of Eurodollar futures and options products.

- The potential for further regulation stemming from industry performance disruptions and residual concerns around electronic trading activity and, in particular, "high frequency trading."

- The implementation of the final phases of uncleared margin rules (UMR Phases 5 & 6) across jurisdictions and implications for customers' management of exposures.

The above metrics exclude approximately 150 staff who do not fully participate in our talent programs.

Kathleen M.

Prior to joining us, Ms. Cronin was a corporate attorney at Skadden, Arps, Slate, Meagher & Flom LLP from 1989 through 1995 and from 1997 through 2002.

Ms. Holzrichter also serves as a director of Constellation Energy Corporation, an Exelon company.

Contingencies to the consolidated financial statements beginning on page [removed: [75](#i6baa7f3b6e6c4b53a297b489839e5a7b_166)] [added: [74](#i90108a4788ad4420b49cc1bd51d7978d_187)] for CME Group’s legal proceedings disclosure, which is incorporated herein by reference.

For the Fiscal Year Ended December 31, [removed: 2021][added: 2022]

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of June 30, [removed: 2021,] [added: 2022,] was approximately [removed: $76.0] [added: $73.2] 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: 9, 2022] [added: 8, 2023] was as follows: [removed: 359,394,585] [added: 359,717,173] 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: 2022] [added: 2023] Annual Meeting of Shareholders | | | | | | Part III | | |

| Item 1. | | | [removed: [Business](#i6baa7f3b6e6c4b53a297b489839e5a7b_13)] [added: [Business](#i90108a4788ad4420b49cc1bd51d7978d_13)] | | | [removed: [5](#i6baa7f3b6e6c4b53a297b489839e5a7b_13)] [added: [5](#i90108a4788ad4420b49cc1bd51d7978d_13)] | | |

| Item 1A. | | | [Risk [removed: Factors](#i6baa7f3b6e6c4b53a297b489839e5a7b_16)] [added: Factors](#i90108a4788ad4420b49cc1bd51d7978d_31)] | | | [removed: [15](#i6baa7f3b6e6c4b53a297b489839e5a7b_16)] [added: [15](#i90108a4788ad4420b49cc1bd51d7978d_31)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#i6baa7f3b6e6c4b53a297b489839e5a7b_19)] [added: Comments](#i90108a4788ad4420b49cc1bd51d7978d_43)] | | | [removed: [27](#i6baa7f3b6e6c4b53a297b489839e5a7b_19)] [added: [27](#i90108a4788ad4420b49cc1bd51d7978d_43)] | | |

| Item 2. | | | [removed: [Properties](#i6baa7f3b6e6c4b53a297b489839e5a7b_22)] [added: [Properties](#i90108a4788ad4420b49cc1bd51d7978d_46)] | | | [removed: [27](#i6baa7f3b6e6c4b53a297b489839e5a7b_22)] [added: [27](#i90108a4788ad4420b49cc1bd51d7978d_46)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#i6baa7f3b6e6c4b53a297b489839e5a7b_25)] [added: Proceedings](#i90108a4788ad4420b49cc1bd51d7978d_49)] | | | [removed: [27](#i6baa7f3b6e6c4b53a297b489839e5a7b_25)] [added: [27](#i90108a4788ad4420b49cc1bd51d7978d_49)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#i6baa7f3b6e6c4b53a297b489839e5a7b_28)] [added: Disclosures](#i90108a4788ad4420b49cc1bd51d7978d_52)] | | | [removed: [27](#i6baa7f3b6e6c4b53a297b489839e5a7b_28)] [added: [27](#i90108a4788ad4420b49cc1bd51d7978d_52)] | | |

| [PART [removed: II.](#i6baa7f3b6e6c4b53a297b489839e5a7b_31)] [added: II.](#i90108a4788ad4420b49cc1bd51d7978d_55)] | | | | | | [removed: [27](#i6baa7f3b6e6c4b53a297b489839e5a7b_34)] [added: [27](#i90108a4788ad4420b49cc1bd51d7978d_58)] | | |

| Item 5. | | | [Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity [removed: Securities](#i6baa7f3b6e6c4b53a297b489839e5a7b_34)] [added: Securities](#i90108a4788ad4420b49cc1bd51d7978d_58)] | | | [removed: [27](#i6baa7f3b6e6c4b53a297b489839e5a7b_34)] [added: [27](#i90108a4788ad4420b49cc1bd51d7978d_58)] | | |

| Item 6. | | | [removed: [Reserved](#i6baa7f3b6e6c4b53a297b489839e5a7b_37)] [added: [Reserved](#i90108a4788ad4420b49cc1bd51d7978d_61)] | | | [removed: [29](#i6baa7f3b6e6c4b53a297b489839e5a7b_37)] [added: [29](#i90108a4788ad4420b49cc1bd51d7978d_61)] | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i6baa7f3b6e6c4b53a297b489839e5a7b_40)] [added: Operations](#i90108a4788ad4420b49cc1bd51d7978d_64)] | | | [removed: [30](#i6baa7f3b6e6c4b53a297b489839e5a7b_40)] [added: [30](#i90108a4788ad4420b49cc1bd51d7978d_64)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures about Market [removed: Risk](#i6baa7f3b6e6c4b53a297b489839e5a7b_79)] [added: Risk](#i90108a4788ad4420b49cc1bd51d7978d_103)] | | | [removed: [46](#i6baa7f3b6e6c4b53a297b489839e5a7b_79)] [added: [45](#i90108a4788ad4420b49cc1bd51d7978d_103)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#i6baa7f3b6e6c4b53a297b489839e5a7b_82)] [added: Data](#i90108a4788ad4420b49cc1bd51d7978d_106)] | | | [removed: [49](#i6baa7f3b6e6c4b53a297b489839e5a7b_82)] [added: [49](#i90108a4788ad4420b49cc1bd51d7978d_106)] | | |

| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i6baa7f3b6e6c4b53a297b489839e5a7b_196)] [added: Disclosure](#i90108a4788ad4420b49cc1bd51d7978d_214)] | | | [removed: [82](#i6baa7f3b6e6c4b53a297b489839e5a7b_196)] [added: [81](#i90108a4788ad4420b49cc1bd51d7978d_214)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#i6baa7f3b6e6c4b53a297b489839e5a7b_199)] [added: Procedures](#i90108a4788ad4420b49cc1bd51d7978d_217)] | | | [removed: [82](#i6baa7f3b6e6c4b53a297b489839e5a7b_199)] [added: [81](#i90108a4788ad4420b49cc1bd51d7978d_217)] | | |

| Item 9B. | | | [Other [removed: Information](#i6baa7f3b6e6c4b53a297b489839e5a7b_202)] [added: Information](#i90108a4788ad4420b49cc1bd51d7978d_220)] | | | [removed: [86](#i6baa7f3b6e6c4b53a297b489839e5a7b_202)] [added: [85](#i90108a4788ad4420b49cc1bd51d7978d_220)] | | |

| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i6baa7f3b6e6c4b53a297b489839e5a7b_2193)] [added: Inspections](#i90108a4788ad4420b49cc1bd51d7978d_223)] | | | [removed: [86](#i6baa7f3b6e6c4b53a297b489839e5a7b_2193)] [added: [85](#i90108a4788ad4420b49cc1bd51d7978d_223)] | | |

| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i6baa7f3b6e6c4b53a297b489839e5a7b_208)] [added: Governance](#i90108a4788ad4420b49cc1bd51d7978d_229)] | | | [removed: [86](#i6baa7f3b6e6c4b53a297b489839e5a7b_208)] [added: [85](#i90108a4788ad4420b49cc1bd51d7978d_229)] | | |

| Item 11. | | | [Executive [removed: Compensation](#i6baa7f3b6e6c4b53a297b489839e5a7b_211)] [added: Compensation](#i90108a4788ad4420b49cc1bd51d7978d_232)] | | | [removed: [86](#i6baa7f3b6e6c4b53a297b489839e5a7b_211)] [added: [85](#i90108a4788ad4420b49cc1bd51d7978d_232)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Shareholder [removed: Matters](#i6baa7f3b6e6c4b53a297b489839e5a7b_214)] [added: Matters](#i90108a4788ad4420b49cc1bd51d7978d_235)] | | | [removed: [86](#i6baa7f3b6e6c4b53a297b489839e5a7b_214)] [added: [85](#i90108a4788ad4420b49cc1bd51d7978d_235)] | | |

| Item 13. | | | [Certain Relationships, Related Transactions and Director [removed: Independence](#i6baa7f3b6e6c4b53a297b489839e5a7b_217)] [added: Independence](#i90108a4788ad4420b49cc1bd51d7978d_238)] | | | [removed: [86](#i6baa7f3b6e6c4b53a297b489839e5a7b_217)] [added: [85](#i90108a4788ad4420b49cc1bd51d7978d_238)] | | |

| Item 14. | | | [Principal Accountant Fees and [removed: Services](#i6baa7f3b6e6c4b53a297b489839e5a7b_220)] [added: Services](#i90108a4788ad4420b49cc1bd51d7978d_241)] | | | [removed: [86](#i6baa7f3b6e6c4b53a297b489839e5a7b_220)] [added: [86](#i90108a4788ad4420b49cc1bd51d7978d_241)] | | |

| Item 15. | | | [Exhibits and Financial Statement [removed: Schedules](#i6baa7f3b6e6c4b53a297b489839e5a7b_226)] [added: Schedules](#i90108a4788ad4420b49cc1bd51d7978d_247)] | | | [removed: [86](#i6baa7f3b6e6c4b53a297b489839e5a7b_226)] [added: [86](#i90108a4788ad4420b49cc1bd51d7978d_247)] | | |

| Item 16. | | | [Form 10-K [removed: Summary](#i6baa7f3b6e6c4b53a297b489839e5a7b_229)] [added: Summary](#i90108a4788ad4420b49cc1bd51d7978d_250)] | | | [removed: [91](#i6baa7f3b6e6c4b53a297b489839e5a7b_229)] [added: [90](#i90108a4788ad4420b49cc1bd51d7978d_250)] | | |

Further information about CME Group and its products can be found at [removed: *http://www.cmegroup.com*.][added: http://www.cmegroup.com.]

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. [removed: NEX,] BrokerTec and EBS are trademarks of various entities of NEX Group [removed: Limited (NEX).][added: Limited.]

Dow Jones, Dow Jones Industrial Average, S&P 500 and S&P are service and/or trademarks of Dow Jones Trademark Holdings LLC, Standard & Poor's Financial Services LLC and [removed: S&P/Dow] [added: S&P Dow] Jones Indices LLC, as the case may be, and have been licensed for use by Chicago Mercantile Exchange Inc. [removed: ("CME").][added: (CME).]

- our ability to continue introducing competitive new products and services on a timely, cost-effective basis, including through our electronic trading capabilities, and our ability to maintain the competitiveness of our existing products and [removed: services, including our ability to provide effective services to the swaps market;][added: services;]

- our dependence on third-party providers and exposure to risk through third parties, including risks related to the performance, reliability and security of technology used by our third-party [removed: providers;][added: providers and third-party providers that our clients rely on;]

- 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 [added: the performance of] our joint [removed: venture] [added: ventures] with [removed: IHS Markit] [added: S&P Dow Jones (S&P Dow Jones Indices LLC) in index services] and [added: in trade processing/post trade services (OSTTRA),] our [added: primary data distribution partners’ actions and our] partnership with Google Cloud;

- [removed: industry] [added: industry, channel partner] and customer consolidation;

of this Report beginning on page [removed: [15](#i6baa7f3b6e6c4b53a297b489839e5a7b_16).][added: [15](#i90108a4788ad4420b49cc1bd51d7978d_31).]

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

| [PART I.](#i90108a4788ad4420b49cc1bd51d7978d_10) | | | | | | [3](#i90108a4788ad4420b49cc1bd51d7978d_10) | | |

| [PART III.](#i90108a4788ad4420b49cc1bd51d7978d_226) | | | | | | [85](#i90108a4788ad4420b49cc1bd51d7978d_226) | | |

| [PART IV.](#i90108a4788ad4420b49cc1bd51d7978d_244) | | | | | | [86](#i90108a4788ad4420b49cc1bd51d7978d_244) | | |

| [Signatures](#i90108a4788ad4420b49cc1bd51d7978d_253) | | | | | | [91](#i90108a4788ad4420b49cc1bd51d7978d_253) | | |

- variances in earnings on cash accounts and collateral that our clearing house holds for its clients;

- impact of CME Group pricing and incentive changes;

- impact of aggregation services and internalization on trade flow and volumes;

- any negative financial impacts from changes to the terms of intellectual property and index rights;

- uncertainty related to the adoption and growth of SOFR and its impact on our business;

| [PART I.](#i6baa7f3b6e6c4b53a297b489839e5a7b_10) | | | | | | [3](#i6baa7f3b6e6c4b53a297b489839e5a7b_10) | | |

| [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;

Leases [removed: and Other Commitments] to the consolidated financial statements for more information.

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 Class A common stock is currently listed on Nasdaq under the ticker symbol "CME." As of February [removed: 9, 2022,] [added: 8, 2023,] there were approximately [removed: 4,555] [added: 4,365] holders of record of our Class A common stock.

As of February [removed: 9, 2022,] [added: 8, 2023,] there were approximately [removed: 1,550] [added: 1,535] holders of record of our Class B common stock.

In 2021, we issued [added: and sold in a private placement approximately] 4.6 million shares of [removed: non-voting] Series G [removed: preferred stock.][added: Non-Voting Convertible Preferred Stock.]

[removed: Our preferred stock] [added: Series G Non-Voting Convertible 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 [removed: a 1:1 ratio at] the discretion of the [removed: holder.][added: holder at a specified conversion rate, which is initially 1:1.]

[removed: Our preferred stock] [added: Series G Non-Voting Convertible 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 [removed: 9, 2022,] [added: 8, 2023,] there was one holder of record of our Series G [removed: preferred stock.][added: Non-Voting Convertible Preferred 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 [removed: 31, 2016] [added: 29, 2017] and its relative performance is tracked through December 31, [removed: 2021.][added: 2022.]

[removed: ][added: ]

| | | | [removed: 2017] [added: 2018] | | | | | | [removed: 2018] [added: 2019] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2021] [added: 2022] | | |

| Period in [removed: 2021] [added: 2022] | | | | | | 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) | | |

| October 1 to October 31 | | | | | | [removed: 71] [added: —] | | | | | | $ | [removed: 198.32] [added: —] | | | | | — | | | | | | $ | — | |

(1)Shares purchased consist of an aggregate of [removed: 2,352] [added: 20,536] shares of Class A common stock surrendered to satisfy employee tax obligations upon the vesting of restricted stock.

| CME Group Inc. | | | $ | 132.12 | | | | | $ | 144.90 | | | | | $ | 135.72 | | | | | $ | 175.75 | | | | | $ | 135.51 | |

| S&P 500 | | | 95.62 | | | | | | 125.72 | | | | | | 148.85 | | | | | | 191.58 | | | | | | 156.89 | | |

| Peer Group | | | 106.56 | | | | | | 139.51 | | | | | | 162.48 | | | | | | 186.96 | | | | | | 161.77 | | |

| November 1 to November 30 | | | | | | 5 | | | | | | 174.25 | | | | | | — | | | | | | — | | |

| December 1 to December 31 | | | | | | 20,531 | | | | | | 168.16 | | | | | | — | | | | | | — | | |

| Total | | | | | | 20,536 | | | | | | | | | | | | — | | | | | | | | |

| 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 | | |

| November 1 to November 30 | | | | | | 17 | | | | | | 211.90 | | | | | | — | | | | | | — | | |

| December 1 to December 31 | | | | | | 2,264 | | | | | | 228.52 | | | | | | — | | | | | | — | | |

| Total | | | | | | 2,352 | | | | | | | | | | | | — | | | | | | | | |

| | | | [added: 2022 | | | | | |] 2021 | | | | | | 2020 | | |

| Cash and cash equivalents | | | $ | [added: 2,720.1 | | | | | $ |] 2,834.9 | | | | | $ | 1,633.2 | |

| Marketable securities | | | [removed: 115.0] [added: 96.0] | | | | | | [removed: 100.9] [added: 115.0] | | |

| Accounts receivable, net of allowance of [removed: $5.6] [added: $8.1] and [removed: $5.4] [added: $5.6] | | | [removed: 434.5] [added: 483.2] | | | | | | [removed: 461.3] [added: 434.5] | | |

| Other current assets (includes [removed: $4.8] [added: $4.9] and [removed: $4.7] [added: $4.8] in restricted cash) | | | [removed: 427.8] [added: 529.8] | | | | | | [removed: 306.7] [added: 427.8] | | |

| Performance bonds and guaranty fund contributions | | | [removed: 157,949.6] [added: 135,249.2] | | | | | | [removed: 86,781.8] [added: 157,949.6] | | |

| Total current assets | | | [removed: 161,761.8] [added: 139,078.3] | | | | | | [removed: 89,283.9] [added: 161,761.8] | | |

| Property, net | | | [removed: 505.3] [added: 455.5] | | | | | | [removed: 579.2] [added: 505.3] | | |

| Intangible assets—other, net | | | [removed: 3,532.0] [added: 3,269.7] | | | | | | [removed: 4,865.3] [added: 3,532.0] | | |

| Goodwill | | | [removed: 10,528.0] [added: 10,482.5] | | | | | | [removed: 10,798.8] [added: 10,528.0] | | |

| Other assets (includes [removed: $0.5] [added: $0.1] and [removed: $0.6] [added: $0.5] in restricted cash) | | | [removed: 3,277.9] [added: 3,714.4] | | | | | | [removed: 1,957.1] [added: 3,277.9] | | |

| Total Assets | | | $ | [removed: 196,780.3] [added: 174,175.7] | | | | | $ | [removed: 124,659.6] [added: 196,780.3] | |

| Accounts payable | | | $ | [removed: 48.8] [added: 121.4] | | | | | $ | [removed: 69.3] [added: 48.8] | |

| Short-term debt | | | [removed: 749.4] [added: 16.0] | | | | | | [removed: —] [added: 749.4] | | |

| Other current liabilities | | | [removed: 1,650.6] [added: 2,300.9] | | | | | | [removed: 1,346.8] [added: 1,650.6] | | |

| Total current liabilities | | | [removed: 160,398.4] [added: 137,687.5] | | | | | | [removed: 88,197.9] [added: 160,398.4] | | |

| Long-term debt | | | [removed: 2,695.7] [added: 3,422.4] | | | | | | [removed: 3,443.8] [added: 2,695.7] | | |

| Deferred income tax liabilities, net | | | [removed: 5,390.4] [added: 5,361.1] | | | | | | [removed: 5,607.0] [added: 5,390.4] | | |

| Other liabilities | | | [removed: 896.5] [added: 826.0] | | | | | | [removed: 1,059.4] [added: 896.5] | | |

| Total Liabilities | | | [removed: 169,381.0] [added: 147,297.0] | | | | | | [removed: 98,308.1] [added: 169,381.0] | | |

| Preferred stock, $0.01 par value, 10,000 shares authorized as of December 31, [removed: 2021] [added: 2022] and [removed: 2020;] [added: 2021;] 4,584 [removed: and none] issued and outstanding as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] respectively | | | — | | | | | | — | | |

| Class A common stock, $0.01 par value, 1,000,000 shares authorized as of December 31, [removed: 2021] [added: 2022] and [removed: 2020, 358,599] [added: 2021, 358,929] and [removed: 358,110] [added: 358,599] shares issued and outstanding as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] respectively | | | 3.6 | | | | | | 3.6 | | |

| Class B common stock, $0.01 par value, 3 shares authorized, issued and outstanding as of December 31, [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] | | | — | | | | | | — | | |

| Additional paid-in capital | | | [removed: 22,190.3] [added: 22,261.6] | | | | | | [removed: 21,185.5] [added: 22,190.3] | | |

| Retained earnings | | | [removed: 5,151.9] [added: 4,746.8] | | | | | | [removed: 4,995.9] [added: 5,151.9] | | |

| Accumulated other comprehensive income (loss) | | | [removed: 53.5] [added: (133.3)] | | | | | | [removed: 134.9] [added: 53.5] | | |

| Total CME Group shareholders’ equity | | | [removed: 27,399.3] [added: 26,878.7] | | | | | | [removed: 26,319.9] [added: 27,399.3] | | |

| Total Liabilities and Equity | | | $ | [removed: 196,780.3] [added: 174,175.7] | | | | | $ | [removed: 124,659.6] [added: 196,780.3] | |

| | | | [removed: 2021] | | | | | | [removed: 2020] [added: 2022] | | | | | | [removed: 2019] [added: 2021] | | | [added: | | | 2020 | | |]

| Clearing and transaction fees | | | $ | [removed: 3,765.1] [added: 4,142.7] | | | | | $ | [removed: 3,897.4] [added: 3,765.1] | | | | | $ | [removed: 3,946.1] [added: 3,897.4] | |

| Market data and information services | | | [removed: 576.9] [added: 610.9] | | | | | | [removed: 545.4] [added: 576.9] | | | | | | [removed: 518.5] [added: 545.4] | | |

| Other | | | [removed: 347.7] [added: 265.8] | | | | | | [removed: 440.8] [added: 347.7] | | | | | | [removed: 403.4] [added: 440.8] | | |

| Total Revenues | | | [removed: 4,689.7] [added: 5,019.4] | | | | | | [removed: 4,883.6] [added: 4,689.7] | | | | | | [removed: 4,868.0] [added: 4,883.6] | | |

| Compensation and benefits | | | [removed: 837.0] [added: 753.1] | | | | | | [removed: 856.5] [added: 837.0] | | | | | | [removed: 898.7] [added: 856.5] | | |

| Technology | | | [removed: 192.6] [added: 188.6] | | | | | | [removed: 198.5] [added: 192.6] | | | | | | [removed: 201.5] [added: 198.5] | | |

| Professional fees and outside services | | | [removed: 151.7] [added: 137.4] | | | | | | [removed: 191.3] [added: 151.7] | | | | | | [removed: 174.1] [added: 191.3] | | |

| Amortization of purchased intangibles | | | [removed: 237.6] [added: 227.7] | | | | | | [removed: 311.2] [added: 237.6] | | | | | | [removed: 314.7] [added: 311.2] | | |

| Depreciation and amortization | | | [removed: 147.8] [added: 134.9] | | | | | | [removed: 153.2] [added: 147.8] | | | | | | [removed: 158.6] [added: 153.2] | | |

| Licensing and other fee agreements | | | [removed: 236.9] [added: 320.0] | | | | | | [removed: 244.9] [added: 236.9] | | | | | | [removed: 172.2] [added: 244.9] | | |

| Other | | | [removed: 240.9] [added: 241.8] | | | | | | [removed: 290.6] [added: 240.9] | | | | | | [removed: 360.4] [added: 290.6] | | |

| | | | 2022 | | | | | | 2021 | | |

| | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Balance at December 31, 2021 | | | 4,584 | | | 358,599 | | | 3 | | | $ | 22,193.9 | | $ | 5,151.9 | | $ | 53.5 | | $ | 27,399.3 | |

| Net income | | | | | | | | | | | | | | | 2,691.0 | | | | | | 2,691.0 | | |

| Dividends of $8.50 per common share and preferred share | | | | | | | | | | | | | | | (3,096.1) | | | | | | (3,096.1) | | |

| Balance at December 31, 2022 | | | 4,584 | | | 358,929 | | | 3 | | | $ | 22,265.2 | | $ | 4,746.8 | | $ | (133.3) | | $ | 26,878.7 | |

| Amortization of purchased intangibles | | | 227.7 | | | | | | 237.6 | | | | | | 311.2 | | |

| Depreciation and amortization | | | 134.9 | | | | | | 147.8 | | | | | | 153.2 | | |

| Other | | | 41.3 | | | | | | (20.0) | | | | | | 0.9 | | |

| Investment in S&P Dow Jones Indices LLC | | | (410.0) | | | | | | — | | | | | | — | | |

| Proceeds from debt, net of issuance costs | | | 741.0 | | | | | | — | | | | | | — | | |

| Repayment of other borrowings, including call premiums | | | (756.2) | | | | | | — | | | | | | — | | |

The company assesses, both at the inception of each hedge and on an ongoing basis, whether the derivative financial instruments that are designated as cash flow hedging transactions are highly effective in offsetting changes in cash flows of the hedged items.

Estimating the fair value of a

In August 2020, FASB issued an accounting update that simplifies the accounting for convertible instruments and amends certain guidance on the computation of EPS for convertible instruments.

This guidance reduces the number of accounting models used for the allocation of proceeds attributable to the issuance of a convertible instrument, thereby eliminating the beneficial conversion feature model.

It is also noted that this guidance revises and eliminates certain criteria for achieving equity classification on the balance sheet.

This accounting update requires entities to provide expanded disclosures about the terms and features of convertible instruments, including information about events, conditions and circumstances that can affect how to assess the amount or timing of an entity’s future cash flows related to those instruments.

The company adopted this guidance on January 1, 2022.

Adoption of this guidance did not have an impact on the consolidated financial statements.

| BrokerTec fixed income | | | | | | 164.7 | | | | | | 172.0 | | | | | | 173.3 | | |

| EBS foreign exchange | | | | | | 154.1 | | | | | | 164.3 | | | | | | 179.3 | | |

| Optimization | | | | | | — | | | | | | 59.9 | | | | | | 94.8 | | |

| Total revenues | | | | | | $ | 5,019.4 | | | | | $ | 4,689.7 | | | | | $ | 4,883.6 | |

Clearing firms

If a participating firm defaults, the gain or loss on the liquidation of the firm’s open positions and the proceeds from the liquidation of the cross margin account would be allocated between CME and FICC pursuant to a publicly-available cross-margining agreement.

| | | | | | | 2022 | | | | | | | | | | | | 2021 | | | | | | | | |

| (in millions) | | | | | | 2022 | | | | | | 2021 | | |

| | | | | | | 2022 | | | | | | | | | | | | | | | | | | 2021 | | | | | | | | | | | | | | | | | | | | |

| 2023 | | | $ | 228.0 | |

| 2024 | | | 221.3 | | |

| 2025 | | | 221.3 | | |

| 2026 | | | 221.3 | | |

| 2027 | | | 220.0 | | |

| Thereafter | | | 1,707.8 | | |

| NEX | | | | | | 2,959.0 | | | | | | | | | | | | — | | | | | | (45.5) | | | | | | 2,913.5 | | |

| Total Goodwill | | | | | | $ | 10,528.0 | | | | | | | | | | | $ | — | | | | | $ | (45.5) | | | | | $ | 10,482.5 | |

S&P Dow Jones Indices LLC. In June 2022, the company invested $410.0 million in S&P Dow Jones Indices LLC, which S&P Dow Jones Indices LLC used as part of the consideration for its acquisition of the IHS Markit index business.

| Non-controlling interests | | | — | | | | | | 31.6 | | |

| Total Equity | | | 27,399.3 | | | | | | 26,351.5 | | |

| Net unrealized holding gains (losses) arising during the period | | | | | | | | | — | | | | | | — | | | | | | 0.6 | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Balance at December 31, 2018 | | | 356,824 | | | | | | 3 | | | | | | $ | 21,057.9 | | | | | $ | 4,855.3 | | | | | $ | 5.3 | | | | | $ | 25,918.5 | | | | | $ | 46.8 | | | | | 25,965.3 | | |

| Net income | | | | | | | | | | | | | | | | | | | | | 2,116.5 | | | | | | | | | | | | 2,116.5 | | | | | | (0.7) | | | | | | 2,115.8 | | |

| Dividends on common stock of $5.50 per share | | | | | | | | | | | | | | | | | | | | | (1,970.0) | | | | | | | | | | | | (1,970.0) | | | | | | | | | | | | (1,970.0) | | |

| Changes in non-controlling interest due to measurement period adjustments | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (15.7) | | | | | | (15.7) | | |

| Balance at December 31, 2019 | | | 357,469 | | | | | | 3 | | | | | | $ | 21,116.8 | | | | | $ | 5,008.7 | | | | | $ | 3.4 | | | | | $ | 26,128.9 | | | | | $ | 30.4 | | | | | $ | 26,159.3 | |

| Impact of adoption of accounting standards updates on credit losses | | | | | | | | | | | | | | | | | | | | | (0.3) | | | | | | | | | | | | (0.3) | | | | | | | | | | | | (0.3) | | |

| Undistributed earnings, net of losses, of unconsolidated subsidiaries | | | (24.4) | | | | | | (7.7) | | | | | | (43.6) | | |

| Other | | | 4.4 | | | | | | 8.6 | | | | | | 11.9 | | |

| Repayment of other borrowings | | | — | | | | | | — | | | | | | (569.2) | | |

| Proceeds from settlement of derivative contract | | | — | | | | | | — | | | | | | 16.0 | | |

The joint venture, OSTTRA, was launched in 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:

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | 2020 | | | | | | | | | | | | | | | | | | 2019 | | | | | | | | | | | | | | |

| (in millions) | | | | | | As Previously Reported | | | | | | Adjustments | | | | | | Revised | | | | | | As Previously Reported | | | | | | Adjustments | | | | | | Revised | | |

| Net cash provided by (used in) financing activities | | | | | | $ | (2,458.2) | | | | | $ | 49,704.8 | | | | | $ | 47,246.6 | | | | | $ | (2,340.8) | | | | | $ | (2,378.5) | | | | | $ | (4,719.3) | |

| 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) | | |

Any realized gains and losses from effective hedges are classified within the same financial statement line item on the consolidated statements of income as the hedge risk.

One clearing firm represented at least 10% of the company's clearing and transaction fee revenue in 2020.

No individual clearing firm represented at least 10% of our clearing and transaction fees in 2019.

| Cash markets business | | | | | | 396.2 | | | | | | 447.4 | | | | | | 483.0 | | |

Contract liabilities are presented within other current liabilities.

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.

In addition, the clearing house would make a demand for payment pursuant to any applicable guarantee, if any, provided to it by the parent company of the clearing firm.

In the event of a firm default, the total liquidation net gain or loss on the firm's offsetting open positions and the proceeds from the liquidation of the performance bond collateral held by each clearing house's supporting offsetting positions would be divided evenly between CME and FICC.

Additionally, if, after liquidation of all the positions and collateral of the defaulting firm at each respective clearing organization, and taking into account any cross-margining loss sharing payments, any of the participating clearing organizations has a remaining liquidating surplus, and any other participating clearing organization has a remaining liquidating deficit, any additional surplus from the liquidation would be shared with the other clearing house to the extent that it has a remaining liquidating deficit.

Any remaining surplus funds would be passed to the bankruptcy trustee.

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.

_______________

There were no changes in the company’s internal control over financial reporting which occurred during the fourth quarter of [removed: 2021,] [added: 2022,] 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: 2021.][added: 2022.]

Based on this assessment, management believes that, as of December 31, [removed: 2021,] [added: 2022,] our internal control over financial reporting is effective.

The effectiveness of our internal control over financial reporting as of December 31, [removed: 2021] [added: 2022] has been audited by Ernst & Young LLP (PCAOB ID 42), an independent registered public accounting firm, as stated in the report on page [removed: 85.][added: 82.]

We have audited the accompanying consolidated balance sheets of CME Group Inc. and subsidiaries (the Company) as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] 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: 2021,] [added: 2022,] 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: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2021,] [added: 2022,] 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: 2021,] [added: 2022,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February [removed: 25, 2022] [added: 27, 2023] expressed an unqualified opinion thereon.

| *Description of the Matter* | | | As discussed in Note 9 to the consolidated financial statements, the Company had unrecognized income tax benefits of [removed: $316.4] [added: $280.3] million related to uncertain tax positions as of December 31, [removed: 2021.] [added: 2022.] 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: 2021,] [added: 2022,] 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: 2021,] [added: 2022,] 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: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] 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: 2021,] [added: 2022,] and the related notes and financial statement schedule listed in the Index at Item 15(a) and our report dated February [removed: 25, 2022] [added: 27, 2023] expressed an unqualified opinion thereon.

February 27, 2023

February 27, 2023

February 25, 2022

You may also obtain a copy of our codes of conduct and our Corporate Governance Principles by following the instructions in the section of this Annual Report on Form 10-K entitled "Item [removed: 1.][added: 1 - Business - Available Information."]

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 4, [removed: 2022,] [added: 2023,] to be filed by CME Group with the SEC pursuant to Regulation 14A within 120 days after December 31, [removed: 2021] [added: 2022] (Proxy Statement).

Business — Available Information."

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 15 of the notes to consolidated financial statements.

The numbers in the following table are as of December 31, 2022.

| | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| 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 | | | — | | | $ | — | | 15,457,703 | | |

| Equity compensation plans not approved by security holders | | | — | | | — | | | — | | |

| Total | | | — | | | | | | 15,457,703 | | |

Consolidated Balance Sheets at December 31, [removed: 2021] [added: 2022] and [removed: 2020][added: 2021]

Consolidated Statements of Income for the Years Ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019][added: 2020]

Consolidated Statements of Comprehensive Income for the Years Ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019][added: 2020]

Consolidated Statements of Equity for the Years Ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019][added: 2020]

Consolidated Statements of Cash Flows for the Years Ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019][added: 2020]

For the Years Ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019][added: 2020]

| Year Ended December 31, [removed: 2019] [added: 2022] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Allowance for doubtful accounts | | | $ | [removed: 2.7] [added: 5.6] | | | | | | | | | | | $ | [removed: 2.1] [added: 3.9] | | | | | $ | (1.4) | | | | | $ | [removed: 3.4] [added: 8.1] | |

| Allowance for deferred tax assets | | | [removed: 10.7] [added: 0.6] | | | | | | | | | | | | [removed: (0.7)] [added: —] | | | | | | [removed: —] [added: (0.2)] | | | | | | [removed: 10.0] [added: 0.4] | | |

| 3.2 | | | | | | [removed: [Sixteenth](http://www.sec.gov/Archives/edgar/data/1156375/000115637521000093/cme-202163010qex31.htm) [Amended] [added: [Seventeenth Amended] and Restated Bylaws of CME Group Inc. (incorporated by reference to Exhibit 3.1 to CME Group [removed: 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)[,] [added: Inc.’s Current Report on Form 8-K,] filed with the SEC [removed: 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)] [added: on December 9, 2022).](http://www.sec.gov/Archives/edgar/data/1156375/000119312522301477/d412380dex31.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](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,] [added: Group Inc.'s Form 10-K,] filed with the SEC on February 26, 2015).](http://www.sec.gov/Archives/edgar/data/1156375/000115637515000014/cme-2014123110kex41.htm) | | | | | |

| 4.2 | | | | | | [removed: [Commercial Paper Issuing] [added: [Amended] and [removed: Paying Agency] [added: Restated Commercial Paper Dealer] Agreement, dated as of [removed: September 26,] [added: October 20,] 2014, between CME Group [removed: Inc. and Bank of America, National Association,] [added: Inc.,] as [removed: Issuing] [added: Issuer,] and [removed: Paying Agent] [added: Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Dealer] (incorporated by reference to Exhibit [removed: 4.2] [added: 4.3] to CME [removed: 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,] [added: Group](http://www.sec.gov/Archives/edgar/data/1156375/000115637515000014/cme-2014123110kex43.htm) [Inc](http://www.sec.gov/Archives/edgar/data/1156375/000115637515000014/cme-2014123110kex43.htm)[.](http://www.sec.gov/Archives/edgar/data/1156375/000115637515000014/cme-2014123110kex43.htm)['s 10-K,] filed with the SEC on February 26, [removed: 2015).](http://www.sec.gov/Archives/edgar/data/1156375/000115637515000014/cme-2014123110kex42.htm)] [added: 2015).](http://www.sec.gov/Archives/edgar/data/1156375/000115637515000014/cme-2014123110kex43.htm)] | | | | | |

| [removed: 4.3] [added: 10.14] | | | | | | [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 [removed: 4.3 to CME Group's 10-K, filed with the SEC on February 26, 2015).](http://www.sec.gov/Archives/edgar/data/1156375/000115637515000014/cme-2014123110kex43.htm)] [added: 4.](http://www.sec.gov/Archives/edgar/data/1156375/000115637515000014/cme-2014123110kex43.htm)[2](http://www.sec.gov/Archives/edgar/data/1156375/000115637515000014/cme-2014123110kex43.htm) [above).](http://www.sec.gov/Archives/edgar/data/1156375/000115637515000014/cme-2014123110kex43.htm)] | | | | | |

| [removed: 4.4] [added: 4.3] | | | | | | [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](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,] [added: Group Inc.'s Form 10-K,] filed with the SEC on February 26, 2015).](http://www.sec.gov/Archives/edgar/data/1156375/000115637515000014/cme-2014123110kex44.htm) | | | | | |

| [removed: 4.5] [added: 4.4] | | | | | | [Indenture, dated August 12, 2008, between CME Group Inc. and U.S. Bank National Association (incorporated by reference to Exhibit 4.1 to CME Group Inc.’s Current Report on Form 8-K, filed with the SEC on August 13, 2008).](http://www.sec.gov/Archives/edgar/data/1156375/000119312508176550/dex41.htm) | | | | | |

| 4.6 | | | | | | [removed: [Fifth] [added: [Seventh] Supplemental Indenture (including the form of [removed: 3.00%] [added: 3.000%] note due [removed: 2022),] [added: 2025),] dated [removed: September 10, 2012,] [added: as of March 9, 2015,] between CME Group Inc. and U.S. Bank National Association (incorporated by reference to Exhibit 4.2 to CME Group Inc.'s Current Report on Form 8-K, filed with the SEC on [removed: September 10, 2012).](http://www.sec.gov/Archives/edgar/data/1156375/000119312512386203/d405801dex42.htm)] [added: March 9, 2015).](http://www.sec.gov/Archives/edgar/data/1156375/000119312515082491/d887316dex42.htm)] | | | | | |

| [removed: 4.7] [added: 4.5] | | | | | | [Sixth Supplemental Indenture (including the form of 5.300% note due 2043), dated as of September 9, 2013, between CME Group Inc. and U.S. Bank National Association (incorporated by reference to Exhibit 4.2 to CME Group Inc.'s Current Report on Form 8-K, filed with the SEC on September 9, 2013).](http://www.sec.gov/Archives/edgar/data/1156375/000119312513360978/d594525dex42.htm) | | | | | |

| 4.8 | | | | | | [removed: [Seventh] [added: [Ninth] Supplemental Indenture (including the form of [removed: 3.000%] [added: 4.150%] note due [removed: 2025),] [added: 2048),] dated as of [removed: March 9, 2015,] [added: June 21, 2018,] between CME Group Inc. and U.S. Bank National Association (incorporated by reference to Exhibit [removed: 4.2] [added: 4.3] to CME Group Inc.'s Current Report on Form 8-K, filed with the SEC on [removed: March 9, 2015).](http://www.sec.gov/Archives/edgar/data/1156375/000119312515082491/d887316dex42.htm)] [added: June 21, 2018).](http://www.sec.gov/Archives/edgar/data/1156375/000119312518199544/d771010dex43.htm)] | | | | | |

| [removed: 4.9] [added: 4.7] | | | | | | [Eighth Supplemental Indenture (including the form of 3.750% note due 2028), dated as of June 21, 2018, between CME Group Inc. and U.S. Bank National Association (incorporated by reference to Exhibit 4.2 to CME Group Inc.'s Current Report on Form 8-K, filed with the SEC on June 21, 2018).](http://www.sec.gov/Archives/edgar/data/1156375/000119312518199544/d771010dex42.htm) | | | | | |

| [removed: 4.10] [added: 4.9] | | | | | | [removed: [Ninth] [added: [Tenth] Supplemental Indenture (including the form of [removed: 4.150% note] [added: 2.650% Notes] due [removed: 2048),] [added: 2032),] dated as of [removed: June 21, 2018,] [added: March 8, 2022,] between CME Group Inc. and U.S. Bank [added: Trust Company,] National Association (incorporated by reference to Exhibit [removed: 4.3] [added: 4.2] to CME Group [removed: Inc.'s] [added: Inc.’s] Current Report on Form [removed: 8-K,] [added: 8-K] filed with the SEC on [removed: June 21, 2018).](http://www.sec.gov/Archives/edgar/data/1156375/000119312518199544/d771010dex43.htm)] [added: March 8, 2022).](http://www.sec.gov/Archives/edgar/data/1156375/000119312522069252/d301292dex42.htm)] | | | | | |

| [removed: 10.1(1)] [added: 10.10(1)] | | | | | | [removed: [CME Group Inc. Second] [added: [Second] Amended and Restated [removed: Omnibus Stock Plan, amended] [added: CME Group Inc. Incentive Plan for Named Executive Officers (Amended] and [removed: restated effective] [added: Restated] as of May 24, [removed: 2017] [added: 2017)] (incorporated by reference to Exhibit [removed: 10.2] [added: 10.1] to CME Group [removed: Inc.’s](http://www.sec.gov/Archives/edgar/data/1156375/000119312517186768/d594804dex102.htm) [Current] [added: Inc.’s Current] Report [removed: on](http://www.sec.gov/Archives/edgar/data/1156375/000119312517186768/d594804dex102.htm) [Form] [added: on Form] 8-K, filed with the SEC on May 30, [removed: 2017).](http://www.sec.gov/Archives/edgar/data/1156375/000119312517186768/d594804dex102.htm)] [added: 2017).](http://www.sec.gov/Archives/edgar/data/1156375/000119312517186768/d594804dex101.htm)] | | | | | |

| 10.2(1) | | | | | | [CME Group Inc. Director Stock Plan, amended and restated [removed: effective] as of May [removed: 21, 2014] [added: 4, 2022] (incorporated by reference to Exhibit [removed: 10.1] [added: 99.1] to CME Group [removed: Inc.'s Current Report on] [added: Inc.’s] Form [removed: 8-K,] [added: S-8,] filed with the SEC on [removed: May 28, 2014).](http://www.sec.gov/Archives/edgar/data/1156375/000119312514214151/d733968dex101.htm)] [added: June 9, 2022).](http://www.sec.gov/Archives/edgar/data/1156375/000119312522171053/d280362dex991.htm)] | | | | | |

| 10.3(1) | | | | | | [Form of Equity Stipend Grant Letter for Non-Executive Directors (incorporated by reference to Exhibit 10.5 to CME [removed: 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,] [added: Group Inc.'s Form 10-K,] filed with the SEC on March 1, 2018).](http://www.sec.gov/Archives/edgar/data/1156375/000115637518000026/cme-2017123110kex105.htm) | | | | | |

| 10.4(1) | | | | | | [CME Group [removed: Inc.'s Amended and Restated] [added: Inc.] Employee Stock Purchase Plan, amended and restated as of May [removed: 23, 2012 (incorporated by reference to Exhibit 10.2 to CME Group 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] [added: 4, 2022] (incorporated by reference to Exhibit [removed: 10.7] [added: 99.2] to CME Group [removed: Inc.'s] [added: Inc.’s] Form [removed: 10-K,] [added: S-8,] filed with the SEC on [removed: February 28, 2013).](http://www.sec.gov/Archives/edgar/data/1156375/000115637513000007/cme-2012123110kex107.htm)] [added: June 9, 2022).](http://www.sec.gov/Archives/edgar/data/1156375/000119312522171053/d280362dex992.htm)] | | | | | |

| 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](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] [added: Group Inc.'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: 10.10(1)] [added: 10.1(1)] | | | | | | [removed: [Second Amended and Restated CME] [added: [CME] Group Inc. [removed: Incentive Plan for Named Executive Officers (Amended] [added: Third Amended] and Restated [added: Omnibus Stock Plan, amended and restated] as of May [removed: 24, 2017)] [added: 4, 2022] (incorporated by reference to Exhibit 10.1 to CME Group [removed: 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,] [added: Inc.'s Form 10-Q,] filed with the SEC on [removed: May 30, 2017).](http://www.sec.gov/Archives/edgar/data/1156375/000119312517186768/d594804dex101.htm)] [added: August 3, 2022).](http://www.sec.gov/Archives/edgar/data/1156375/000115637522000215/a2022amendedandrestatedomn.htm)] | | | | | |

| 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](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,] [added: Group Inc.'s Form 10-K,] filed with the SEC on February 26, 2015).](http://www.sec.gov/Archives/edgar/data/1156375/000115637515000014/cme-2014123110kex1016.htm) | | | | | |

| 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](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,] [added: Group Inc.'s Form 10-K,] filed with the SEC on February 26, 2015).](http://www.sec.gov/Archives/edgar/data/1156375/000115637515000014/cme-2014123110kex1017.htm) | | | | | |

| [removed: 10.13(2)] [added: 10.23(2)] | | | | | | [License Agreement, dated June 29, 2012, between Standard & [removed: Poor's] [added: Poor’s] Financial Services LLC and Chicago Mercantile Exchange Inc. (incorporated by reference to Exhibit [removed: 10.6] [added: 10.5] to CME Group Inc.'s Form 10-Q, filed with the SEC on August [removed: 8, 2012).](http://www.sec.gov/Archives/edgar/data/1156375/000115637512000093/cme-201263010qex106.htm)] [added: 3, 2022).](http://www.sec.gov/Archives/edgar/data/1156375/000115637522000215/a20120629splicenseagreemen.htm)] | | | | | |

| [removed: 10.14] [added: 10.13] | | | | | | [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 [removed: 4.1 above).](http://www.sec.gov/Archives/edgar/data/1156375/000115637515000014/cme-2014123110kex41.htm)] [added: 4.](http://www.sec.gov/Archives/edgar/data/1156375/000115637515000014/cme-2014123110kex41.htm)[1](http://www.sec.gov/Archives/edgar/data/1156375/000115637515000014/cme-2014123110kex41.htm) [above).](http://www.sec.gov/Archives/edgar/data/1156375/000115637515000014/cme-2014123110kex41.htm)] | | | | | |

| 10.15 | | | | | | [removed: [Commercial Paper Issuing] [added: [Amended] and [removed: Paying Agency] [added: Restated Commercial Paper Dealer] Agreement, dated as of [removed: September 26,] [added: October 20,] 2014, between CME Group [removed: Inc. and Bank of America, National Association,] [added: Inc.,] as [removed: Issuing] [added: Issuer,] and [removed: Paying Agent] [added: Goldman, Sachs & Co., as Dealer] (incorporated by reference to Exhibit [removed: 4.2 above).](http://www.sec.gov/Archives/edgar/data/1156375/000115637515000014/cme-2014123110kex42.htm)] [added: 4.](http://www.sec.gov/Archives/edgar/data/1156375/000115637515000014/cme-2014123110kex44.htm)[3](http://www.sec.gov/Archives/edgar/data/1156375/000115637515000014/cme-2014123110kex44.htm) [above).](http://www.sec.gov/Archives/edgar/data/1156375/000115637515000014/cme-2014123110kex44.htm)] | | | | | |

| [removed: 10.18] [added: 10.16] | | | | | | [Amendment No. 5 to Credit Agreement, dated as of April 28, 2021, among 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 through Amendment No. 5, among 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 Amendment No. 5 (incorporated by reference to Exhibit 10.1 to CME Group Inc.'s Current Report on Form 8-K, filed with the SEC on April 29, 2021).](http://www.sec.gov/Archives/edgar/data/1156375/000119312521139919/d185277dex101.htm) | | | | | |

| [removed: 10.19(1)] [added: 10.18(1)] | | | | | | [Form of Equity Grant Letter for Restricted Shares (incorporated by reference to Exhibit 10.1 to CME Group Inc.'s Form 10-Q, filed with the SEC on November 3, 2021).](http://www.sec.gov/Archives/edgar/data/1156375/000115637521000167/equitygrantletterrestricte.htm) | | | | | |

| [removed: 10.20(1)] [added: 10.19(1)] | | | | | | [Form of Equity Grant Letter for Annual Grant of Performance Shares (incorporated by reference to Exhibit 10.2 to CME Group Inc.'s Form 10-Q, filed with the SEC on November 3, 2021).](http://www.sec.gov/Archives/edgar/data/1156375/000115637521000167/equitygrantletterperforman.htm) | | | | | |

| [removed: 10.21] [added: 10.20] | | | | | | [Credit Agreement, dated as of November 12, 2021, among CME Group Inc., certain lenders, agents, arrangers, bookrunners, and Bank of America, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 to CME Group Inc.'s Current Report on Form 8-K, filed with the SEC on November 16, 2021).](http://www.sec.gov/Archives/edgar/data/1156375/000119312521330866/d260121dex101.htm) | | | | | |

| [removed: 10.22(1)] [added: 10.21(1)] | | | | | | [Amended and Restated Agreement, effective as of 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 Current Report on Form 8-K, filed with the SEC on February 3, 2022).](http://www.sec.gov/Archives/edgar/data/1156375/000119312522027045/d307197dex101.htm) | | | | | |

| 21.1* | | | | | | [List of Subsidiaries of CME Group [removed: Inc.](https://www.sec.gov/Archives/edgar/data/1156375/000115637522000076/cme-2021123110kex211.htm)] [added: Inc.](https://www.sec.gov/Archives/edgar/data/1156375/000115637523000020/cme-2022123110kex211.htm)] | | | | | |

| 23.1* | | | | | | [Consent of Ernst & Young [removed: LLP.](https://www.sec.gov/Archives/edgar/data/1156375/000115637522000076/cme-2021121310kex231.htm)] [added: LLP.](https://www.sec.gov/Archives/edgar/data/1156375/000115637523000020/cme-2022123110kex231.htm)] | | | | | |

| 31.1* | | | | | | [Section 302—Certification of Terrence A. [removed: Duffy.](https://www.sec.gov/Archives/edgar/data/1156375/000115637522000076/cme-2021123110kex311.htm)] [added: Duffy.](https://www.sec.gov/Archives/edgar/data/1156375/000115637523000020/cme-2022123110kex311.htm)] | | | | | |

| 31.2* | | | | | | [Section 302—Certification of John W. [removed: Pietrowicz.](https://www.sec.gov/Archives/edgar/data/1156375/000115637522000076/cme-2021123110kex312.htm)] [added: Pietrowicz.](https://www.sec.gov/Archives/edgar/data/1156375/000115637523000020/cme-2022123110kex312.htm)] | | | | | |

| 4.10 | | | | | | [Description of securities](http://www.sec.gov/Archives/edgar/data/1156375/000115637522000076/cme-2021123110kex411.htm) [](http://www.sec.gov/Archives/edgar/data/1156375/000115637522000076/cme-2021123110kex411.htm)[(incorporate](http://www.sec.gov/Archives/edgar/data/1156375/000115637522000076/cme-2021123110kex411.htm)[d](http://www.sec.gov/Archives/edgar/data/1156375/000115637522000076/cme-2021123110kex411.htm) [by reference](http://www.sec.gov/Archives/edgar/data/1156375/000115637522000076/cme-2021123110kex411.htm) [to Exhibit 4.1](http://www.sec.gov/Archives/edgar/data/1156375/000115637522000076/cme-2021123110kex411.htm)[1](http://www.sec.gov/Archives/edgar/data/1156375/000115637522000076/cme-2021123110kex411.htm) [to CME Group Inc's Form 10-K, filed with the SEC on](http://www.sec.gov/Archives/edgar/data/1156375/000115637522000076/cme-2021123110kex411.htm) [February 2, 2022)](http://www.sec.gov/Archives/edgar/data/1156375/000115637522000076/cme-2021123110kex411.htm)[.](http://www.sec.gov/Archives/edgar/data/1156375/000115637522000076/cme-2021123110kex411.htm) | | | | | |

| 10.17 | | | | | | [Amendment No. 6 to Credit Agreement, dated as of April 27, 2022, 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 collateral monitoring agent, and the banks party thereto. The Amended Credit Agreement, as amended through Amendment No. 6, among Chicago Mercantile Exchange Inc., each of the banks party thereto, Bank of America, N.A., in its capacity as administrative agent, and Citibank, N.A., in its capacity as collateral agent and collateral monitoring agent, is attached as Annex A to Amendment No. 6 (incorporated by reference to Exhibit 10.1 to CME Group Inc.’s Current Report on Form 8-K, filed with the SEC on April 28, 2022).](http://www.sec.gov/Archives/edgar/data/1156375/000119312522127526/d329281dex101.htm) | | | | | |

| 10.22(1) | | | | | | [Retirement Agreement, dated as of April 12, 2022, between Chicago Mercantile Exchange Inc. and Kevin Kometer (incorporated by reference to Exhibit 10.1 to CME Group Inc.’s Current Report on Form 8-K filed with the SEC on April 14, 2022).](http://www.sec.gov/Archives/edgar/data/1156375/000119312522105662/d344276dex101.htm) | | | | | |

(2)Portions of this exhibit have been redacted in compliance with Item 601(b)(10) of Regulation S-K.

| | | | | | | | | | | | |

| 4.11* | | | | | | [Description of securities](https://www.sec.gov/Archives/edgar/data/1156375/000115637522000076/cme-2021123110kex411.htm). | | | | | |

| 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) | | | | | |

| 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) | | | | | |

(2)Confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended, has been previously granted by the SEC for portions of this exhibit.

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: 25th] [added: 27th] day of February, [removed: 2022.][added: 2023.]

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 [removed: 25th] [added: 27th] day of February, [removed: 2022.][added: 2023.]

| /S/ LARRY G. GERDES | | | | | | [added: Lead] Director | | |

| /S/ DANIEL R. GLICKMAN | | | | | | [removed: Lead] Director | | |

| | | | | | | | | |