CME Group (CME) 10-K risk factor changes: FY2023 vs FY2022

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

- changes in price levels, trading volumes and volatility in the derivatives, cash and [removed: over-the-counter (OTC)] [added: OTC] markets and in their underlying markets;

- changes in government monetary [removed: policies, including central bank decisions related to quantitative easing] [added: policies] and the U.S. Federal Reserve and other international banks' forecasted interest rates;

However, [removed: as evidenced by our past performance,] in the period after a material market disturbance, there may persist extreme uncertainties, which may lead to decreased volume due to factors such as reduced risk exposure, [removed: lower] [added: fluctuating] interest rates, central bank asset purchase programs and lack of available capital.

Please see "Item 1A - Risk Factors - Risks Relating To Our Business" beginning on page [removed: [19](#i90108a4788ad4420b49cc1bd51d7978d_37)] [added: [20](#id4359a5eb20c4504aa0abb3e68a729a1_37)] for additional information.

[removed: Additional new laws or regulations or] changes in enforcement practices applicable to our businesses or those of our clients could be imposed in the U.S. or other jurisdictions, which could change, or require us to change, our business practices or the structure of our business, including its current governance, 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 fund or to meet other compliance requirements.

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

Legislation may be proposed, both domestically and internationally, that [removed: could] [added: could, for example,] add a transaction tax on our products or change the way our market participants are taxed on the products they trade on our markets.

A failure of BrokerTec Americas to maintain its membership [added: with FICC] could adversely impact the willingness of such participants to continue trading on our platform.

Please see "Item 1 - Business - Regulatory Matters" beginning on page [removed: [11](#i90108a4788ad4420b49cc1bd51d7978d_25)] [added: [11](#id4359a5eb20c4504aa0abb3e68a729a1_25)] for additional information on our areas of regulatory focus.

We encounter competition in all aspects of our business, including from entities having substantially greater capital and resources, offering a wide range of products and [removed: services and in some cases operating under a different and possibly less stringent regulatory regime.]

If our products, markets and [added: clearing] services are not competitive or are viewed as less competitive, our business, financial condition and operating results could be adversely affected.

Please see "Item 1 - Business - Competition" beginning on page [removed: [10](#i90108a4788ad4420b49cc1bd51d7978d_22)] [added: [10](#id4359a5eb20c4504aa0abb3e68a729a1_22)] for additional information on the competitive environment and its potential impact on our business.

For example, some of our competitors have engaged in aggressive pricing strategies in the [added: past, such as lowering the fees they charge for taking liquidity and increasing liquidity payments or rebates.]

Our technology, our [removed: customers and] [added: customers,] our people and [removed: those of] our third-party service providers [removed: may be] [added: are] vulnerable to cyber-security threats, which could result in wrongful use of our data or our customers’ data or cause interruptions in [removed: our operations that cause us to lose customers and trading volume and result in substantial liabilities.][added: our]

Our technology, our customers, our people and [removed: those of] our third-party service providers may be vulnerable to targeted attacks, such as "phishing" attacks, unauthorized access, fraud, computer viruses, denial of service attacks, terrorism, "ransomware" attacks, [added: attacks created through artificial intelligence,] 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, including as a result of [removed: the Russian and Ukraine war,] [added: wars,] and our role in the global marketplace places us at [removed: greater] [added: significant] risk [removed: than other public companies] for a cyber attack and other information security threats.

While [added: to date] we have not experienced cyber incidents that are individually, or in the aggregate, material, we [added: and certain of our third party providers] have experienced cyber attacks of varying degrees in the past.

Additionally, outside parties may attempt to fraudulently induce employees, users, [removed: or] customers [added: or our third party providers] to disclose sensitive information in order to gain access to our technology systems and data, or our customers’ data.

The regulatory environment related to information security, privacy, data [removed: collection and] [added: collection,] data usage [added: and use of artificial intelligence] is increasingly rigorous and complex, 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 [removed: cyber-attacks] [added: cyber attacks] and security risks that could impact our people, processes and technology infrastructure, including rapid response to zero-day vulnerabilities.

[removed: Though we have insurance against certain cyber and privacy risks and attacks, we] [added: We] may be subject to litigation and financial losses that exceed our [added: insurance] policy limits or are not covered under any of our current [removed: insurance] policies.

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 [added: that we failed to effectively fulfill our regulatory oversight responsibilities.]

We may be at greater risk from terrorism, which poses physical security risks and [removed: cyber-security] [added: cybersecurity] risks, than other companies.

These issues may include, but are not limited to, any of the risks discussed in this Item 1A, including risks from customer disputes, system failures or intrusions, [added: cybersecurity attacks,] failures to meet our regulatory obligations, failures of a clearing firm or other counterparty, issues relating to our third-party suppliers, alleged or actual fraud or misconduct or manipulative activity, or ineffective risk management.

The success of our markets depends on our ability to complete development of, successfully implement and maintain [removed: the] electronic trading and clearing systems that have the functionality, performance, availability and resilience, capacity, security and speed required by our customers.

In [removed: 2022, 93%] [added: 2023, 92%] of our overall contract volume was generated through electronic trading on our CME Globex electronic platform.

If we do not [removed: successfully] [added: continue to] enhance our electronic trading systems and technology offerings, including the development and migration of our marketplace and supporting operational and business functions to the [removed: Cloud,] [added: cloud,] if we are unable to develop 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.

To the extent our customers [added: and/or their third party providers] are not prepared and/or lack the resources or infrastructure, the success of our new initiatives may be compromised.

Although many of our systems are designed to accommodate additional volume and products and services without redesign or replacement, we will need to continue to make significant investments [removed: in additional hardware and software] to accommodate the increases in volume of transactions and order transaction traffic and to provide processing services to third parties.

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

To the extent any of our service providers or the organizations that provide services to our customers in connection with their trading activities cease to provide these services or [added: cease to] provide these services in an efficient, cost-effective manner, or fail to adequately expand their services to meet our needs and the needs of our customers, we could experience decreased trading [removed: volume, lower revenues, and higher costs.]

Revenues from our market data and information services represented 12% of our total revenues during the years ended December 31, [removed: 2022] [added: 2023] and December 31, [removed: 2021.][added: 2022.]

- The protection of our intellectual property rights and identification of misappropriation and/or misuses of CME Group market [removed: data;] [added: data, including through the use of artificial intelligence;] and

We continue to execute on strategic initiatives to grow our business, including efforts to serve the OTC markets and to distribute our products and services on a global [removed: basis.][added: basis, and other initiatives to enter new markets.]

We may issue additional equity and/or debt [removed: or,] as [added: part of strategic partnerships with third parties, as] was the case in connection with our transaction with Google [removed: Cloud, issue additional equity as part of strategic partnerships with third parties.][added: Cloud.]

- general economic, [removed: social,] [added: social] and political conditions;

As a result of Brexit, we have established a CME Group business in [removed: Amsterdam, an E.U. jurisdiction,] [added: the Netherlands, a member of the European Union,] which allows [removed: this business] [added: BrokerTec and EBS] to continue [removed: offering products and services] [added: trading in regulated financial instruments] to customers in the [removed: E.U.;] [added: European Economic Area;] however, this has resulted in, and may continue to result in, increased legal, compliance and operational costs.

Our regulators have broad enforcement and supervisory powers, [removed: including] [added: including, for example,] the power to censure, fine, issue cease-and-desist orders, prohibit us from engaging in some of our businesses or suspend or revoke our regulatory designations or the registration of our officers or employees who violate applicable laws or regulations.

Our ability to manage our risks and comply with applicable laws and regulations in the jurisdictions where we operate is largely dependent on our establishment and maintenance of effective risk management, [removed: compliance and monitoring programs.]

Additional new laws or regulations or

services and in some cases operating under a different and possibly less stringent regulatory regime.

operations, which could cause us to lose customers and trading volume and result in substantial liabilities.

- cybersecurity attacks;

volume, lower revenues and higher costs.

compliance and monitoring programs.

The use of certain artificial intelligence technology can give rise to intellectual property risks, including compromises to proprietary intellectual property and intellectual property infringement.

the particular period.

past, such as lowering the fees they charge for taking liquidity and increasing liquidity payments or rebates.

that we failed to effectively fulfill our regulatory oversight responsibilities.

The COVID-19 pandemic has negatively affected the global economy, including the U.S. economy and the global financial markets, and has disrupted our business and our clients’ businesses.

The ultimate impact from COVID-19, including duration, is unknown and could have an adverse effect on our business, financial condition and results of operations.

The COVID-19 pandemic 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 had been experienced throughout the world, including in every country in which we do business.

Given the unique and unpredictable nature of this event, future impacts to our business are unknown and could be material.

Those impacts may include, among others, the following:

- Disruption to our business and operations;

- Key members of senior management or a significant number of our employees being unable to work as a result of contracting COVID-19 or related illnesses;

- Impacts on our third-party suppliers and their ability to fulfill their obligations to us;

- Decreased trading volume and unprecedented market stresses in global financial markets;

- Changes in demand for our products and services, based upon fiscal, monetary, and trade policies adopted in response to the economic impact of the pandemic;

- Reduced economic activity generally, which could cause businesses to have less need to hedge in our markets; 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 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 if the COVID-19 pandemic becomes endemic.

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

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 practices, the impact of any future federal stimulus measures, and the pace at which, and the extent to which, normal economic and operating conditions resume.

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

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.

- security breaches;

interfaces and functionality, we cannot guarantee that they will continue to make the necessary 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 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 ahead of this transition or our alternative contracts are not successful, our revenues would be negatively impacted.

Certain of our other businesses could also be negatively affected by changes to LIBOR.

Our Eurodollar futures and options contracts are based on the three-month U.S. Dollar ICE LIBOR underlying rate.

In 2022, average trading volume in our Eurodollar contracts was 2.4 million contracts and open interest was 17 million 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 the remaining USD LIBOR settings in a "representative" form (including three-month USD LIBOR) after June 30, 2023.

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.

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 we expect banks and other financial market participants to continue to cease entering into new contracts based on USD LIBOR.

There is no guarantee that these market participants will adopt reference rates associated with our alternative products.

The U.S. Federal Reserve, in conjunction with the Alternative Reference Rates Committee, a steering committee comprised of large U.S. financial institutions, has recommended replacing USD LIBOR with SOFR.

However, it is unknown whether SOFR will attain the same level of market acceptance as a replacement for LIBOR.

The transition away from LIBOR to alternative reference rates is complex and could have a material adverse effect on our business, financial condition and results of operations.

We have closely engaged with the industry, regulators and market participants to launch products using alternative reference rates, including our SOFR and Sterling Overnight Index Average (SONIA) futures contracts, and we have announced that our Eurodollar futures and options contracts will be transitioned to SOFR futures and options in the first half of 2023.

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

SOFR, there is no guarantee that this transition will be successful, maintain current market structure, or replace the revenue we derive from our Eurodollar contracts if trading volume were to decline or discontinue altogether.

- Results of Operations: Includes an analysis of our [removed: 2022] [added: 2023] financial results and a discussion of any known events or trends that are likely to impact future results.

Trading activity in our centralized markets has fluctuated due to the ongoing uncertainty in the financial markets, fluctuations in the availability of credit, variations in the amount of assets under management as well as the Federal Reserve Bank’s interest rate [removed: policy and quantitative easing.][added: policy.]

[removed: Competition is influenced by our brand and reputation; the efficiency and security of our settlement, clearing] [added: settlement] and support services; depth and liquidity of our markets; diversity of product offerings, including frequency and quality of new product development and innovative services; our ability to position and expand upon existing products to address changing market needs; efficient and seamless customer experience; transparency, reliability, anonymity and security of transaction processing; the regulatory environment; connectivity, accessibility, flexibility in execution [removed: methods] [added: methods,] and distribution; and technology capability and innovation, as well as overall transaction costs.

The competitive environment to which we are subject is discussed in "Item 1 - Business" beginning on page [removed: [10](#i90108a4788ad4420b49cc1bd51d7978d_22).][added: [10](#id4359a5eb20c4504aa0abb3e68a729a1_22).]

The regulatory environment to which we are subject is discussed in "Item 1 - Business" beginning on page [removed: [11](#i90108a4788ad4420b49cc1bd51d7978d_25).][added: [11](#id4359a5eb20c4504aa0abb3e68a729a1_25).]

Our strategic initiatives are discussed in "Item 1 - Business" beginning on page [removed: [7](#i90108a4788ad4420b49cc1bd51d7978d_16).][added: [7](#id4359a5eb20c4504aa0abb3e68a729a1_16).]

[removed: 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 [added: electronic platforms.]

Beginning in [removed: May 2021,] [added: July 2023,] open outcry trading is now limited to [removed: Eurodollar options and] Secured Overnight Financing Rate (SOFR) options products following the permanent closure of most of our open outcry pits.

However, licensing and other fee agreements can vary directly with certain equity, energy and swap [removed: volumes, and the majority of our employee bonuses vary indirectly with overall contract volume, as bonuses are primarily based on our financial performance.][added: volumes.]

Under the performance criteria of our annual incentive plans, the bonus funded under the plans is based on achieving certain financial performance [removed: targets established by the compensation committee of our board of directors.]

[added: 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.

For a comparison of our results of operations for the fiscal years ended December 31, [removed: 2021] [added: 2022] to December 31, [removed: 2020,] [added: 2021,] see "Part II, Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations" of our Annual Report on Form 10-K for the fiscal year ended December 31, [removed: 2021,] [added: 2022,] filed with the SEC on February [removed: 25, 2022.][added: 27, 2023.]

| | | | | | | | | | | | | | | | | | | | | | | | | Year-over-Year Change | | | [removed: | | | | | |]

| (dollars in millions, except per share data) | | | | | | [removed: 2022 | | | | | | 2021] [added: 2023] | | | | | | [added: 2022] | | | | | | [removed: 2022-2021] | | | | | | [added: 2023-2022] | | |

| Total revenues | | | | | | $ | [removed: 5,019.4] [added: 5,578.9] | | | | | $ | [removed: 4,689.7] [added: 5,019.4] | | | | | | | | | | | [removed: 7] [added: 11] | | % | [removed: | | | | | |]

| Total expenses | | | | | | [removed: 2,003.5 | | | | | | 2,044.5] [added: 2,143.2] | | | | | | [added: 2,003.5] | | | | | | [removed: (2)] | | | | | | [added: 7] | | |

| Operating margin | | | | | | [removed: 60.1] [added: 61.6] | | % | | | | [removed: 56.4] [added: 60.1] | | % | | | | | | | | | | | | | [removed: | | | | | |]

| Non-operating income (expense) | | | | | | $ | [removed: 474.4] [added: 717.9] | | | | | $ | [removed: 728.4 | | | | | |] [added: 474.4] | | | | | [removed: (35)] | | | | | | [added: 51] | | |

| Effective tax expense rate | | | | | | [removed: 22.9] [added: 22.3] | | % | | | | [removed: 21.8] [added: 22.9] | | % | | | | | | | | | | | | | [removed: | | | | | |]

| Net income attributable to CME Group | | | | | | $ | [removed: 2,691.0] [added: 3,226.2] | | | | | $ | [removed: 2,636.4 | | | | | |] [added: 2,691.0] | | | | | [removed: 2] | | | | | | [added: 20] | | |

| Diluted earnings per common share attributable to CME Group | | | | | | [removed: 7.40 | | | | | | 7.29] [added: 8.86] | | | | | | [added: 7.40] | | | | | | [removed: 2] | | | | | | [added: 20] | | |

| Cash flows from operating activities | | | | | | [removed: 3,056.0 | | | | | | 2,402.4] [added: 3,453.8] | | | | | | [added: 3,056.0] | | | | | | [removed: 27] | | | | | | [added: 13] | | |

| (dollars in millions) | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | | | | | | | [removed: 2022-2021] [added: 2023-2022] | | | | | | | | |

| Clearing and transaction fees | | | | | | $ | [removed: 4,142.7] [added: 4,588.5] | | | | | $ | [removed: 3,765.1] [added: 4,142.7] | | | | | | | | | | | [removed: 10] [added: 11] | | % | | | | | | |

| Market data and information services | | | | | | [removed: 610.9] [added: 663.7] | | | | | | [removed: 576.9] [added: 610.9] | | | | | | | | | | | | [removed: 6] [added: 9] | | | | | | | | |

| Other | | | | | | [removed: 265.8] [added: 326.7] | | | | | | [removed: 347.7] [added: 265.8] | | | | | | | | | | | | [removed: (24)] [added: 23] | | | | | | | | |

| Total Revenues | | | | | | $ | [removed: 5,019.4] [added: 5,578.9] | | | | | $ | [removed: 4,689.7] [added: 5,019.4] | | | | | | | | | | | [removed: 7] [added: 11] | | | | | | | | |

| Total contract volume (in millions) | | | [removed: 5,846.0] [added: 6,098.5] | | | | | | [removed: 4,942.7] [added: 5,846.0] | | | | | | | | | | | | [removed: 18] [added: 4] | | % | | | | | | |

| Clearing and transaction fees (in millions) | | | $ | [removed: 3,758.5] [added: 4,220.8] | | | | | $ | [removed: 3,306.3] [added: 3,758.5] | | | | | | | | | | | [removed: 14] [added: 12] | | | | | | | | |

| Average rate per contract | | | [removed: 0.643] [added: 0.692] | | | | | | [removed: 0.669] [added: 0.643] | | | | | | | | | | | | [removed: (4)] [added: 8] | | | | | | | | |

We estimate the following 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: 2022] [added: 2023] compared with [removed: 2021.][added: 2022.]

| (in millions) | | | | | | [removed: 2022-2021] [added: 2023-2022] | | | | | | | | |

| Increase due to change in total contract volume | | | | | | $ | [removed: 580.7] [added: 174.7] | | | | | | | |

| [removed: Decrease] [added: Increase] due to change in average rate per contract | | | | | | [removed: (128.5)] [added: 287.6] | | | | | | | | |

| Net increase in clearing and transaction fees | | | | | | $ | [removed: 452.2] [added: 462.3] | | | | | | | |

| (amounts in thousands) | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | | | | | | | [removed: 2022-2021] [added: 2023-2022] | | | | | | | | |

| Interest rates | | | | | | [removed: 10,818] [added: 12,517] | | | | | | [removed: 9,200] [added: 10,818] | | | | | | | | | | | | [removed: 18] [added: 16] | | % | | | | | | |

| Equity indexes | | | | | | [removed: 7,650] [added: 6,698] | | | | | | [removed: 5,517] [added: 7,650] | | | | | | | | | | | | [removed: 39] [added: (12)] | | | | | | | | |

| Foreign exchange | | | | | | [removed: 987] [added: 954] | | | | | | [removed: 799] [added: 987] | | | | | | | | | | | | [removed: 24] [added: (3)] | | | | | | | | |

| Agricultural commodities | | | | | | [removed: 1,289] [added: 1,508] | | | | | | [removed: 1,362] [added: 1,289] | | | | | | | | | | | | [removed: (5)] [added: 17] | | | | | | | | |

Competition is influenced by our brand and reputation; the efficiency and security of our clearing.

Any customer who is

targets established by the compensation committee of our board of directors.

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

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

| | | | 2023 | | | | | | 2022 | | | | | | | | | | | | 2023-2022 | | | | | | | | |

| Aggregate average daily volume | | | | | | 24,394 | | | | | | 23,291 | | | | | | | | | | | | 5 | | | | | | | | |

Market volatility within certain financial markets remained high throughout 2023.

Interest rate volatility was higher as a result of higher inflation levels and market uncertainty following the collapse of two U.S. regional banks as well as uncertainty surrounding the Federal Reserve’s interest rate policy decision.

The Federal Open Markets Committee (FOMC) has raised the federal funds rate multiple times throughout 2023 and there was uncertainty regarding additional rate changes in the future.

In addition, the agricultural commodities and energy markets saw an increase in volatility as a result of more weather uncertainty in 2023 compared to 2022.

However, overall equity index volatility leveled off following higher volatility in early 2022 caused by tensions and geopolitical uncertainty between Russia and Ukraine.

We believe these factors contributed to the increase in total volume in 2023 compared with 2022.

We no longer offer Eurodollar contract trading as of June 2023.

| (amounts in thousands) | | | | | | 2023 | | | | | | 2022 | | | | | | | | | | | | 2023-2022 | | | | | | | | |

We believe this was a result of fluctuating U.S. Treasury yields following interest rate hikes by the FOMC.

We also believe the increase in interest rate volatility was due to market uncertainty regarding future FOMC rate changes in 2024 following improved market conditions the second half of 2023.

In addition, market uncertainty following the collapse of two U.S. regional banks in the first half of 2023 also led to higher interest rate volatility.

The increases in Secured Overnight Financing Rate contract (SOFR) volumes and the corresponding decreases in Eurodollar volumes were due to market participants transitioning to the new reference rate and away from Eurodollar contracts, which are based on LIBOR.

The publication of the LIBOR rate concluded in the second quarter of 2023.

| (amounts in thousands) | | | | | | 2023 | | | | | | 2022 | | | | | | | | | | | | 2023-2022 | | | | | | | | |

Equity index volatility was high in 2022 as a result higher than expected inflation, as well as rising tensions and geopolitical uncertainty with Russia and Ukraine.

| (amounts in thousands) | | | | | | 2023 | | | | | | 2022 | | | | | | | | | | | | 2023-2022 | | | | | | | | |

| (amounts in thousands) | | | | | | 2023 | | | | | | 2022 | | | | | | | | | | | | 2023-2022 | | | | | | | | |

In 2023 when compared with 2022, overall commodity contract volume increased, due to higher overall market volatility.

We believe this is a result of continued weather uncertainty due to a drier than average 2023 growing season.

We believe these factors contributed to higher overall commodity volume in 2023.

| (amounts in thousands) | | | | | | 2023 | | | | | | 2022 | | | | | | | | | | | | 2023-2022 | | | | | | | | |

We believe this is due to the uncertainty in the global energy markets caused by the continuing war between Russia and Ukraine and unrest in the Middle East.

In addition, uncertain weather conditions led to an increase in overall natural gas volume.

We believe these factors contributed to higher overall energy volume in 2023.

| (amounts in thousands) | | | | | | 2023 | | | | | | 2022 | | | | | | | | | | | | 2023-2022 | | | | | | | | |

| Copper | | | | | | 114 | | | | | | 93 | | | | | | | | | | | | 23 | | | | | | | | |

Market uncertainty following the collapse of two U.S. regional banks and the Federal Reserve's interest rate policy decisions led to an overall increase in demand for gold and other precious metals as safe-haven investments.

In addition, copper contract volume increased largely due to an increase in demand for copper in China following the lifting of restrictions from the COVID pandemic.

The increase in the average rate per contract was primarily due an increase in our fee structure that went into effect on February 1, 2023.

We believe the decrease in U.S. Treasury average daily notional value was due to a

reduction in treasury issuances during the year.

The decline in the spot FX average daily notional values was due to overall lower volatility in 2023 when compared with 2022.

Volatility within the European Repo and spot FX markets were higher in 2022 as a result of the conflict between Russia and Ukraine and uncertainty surrounding the Federal Reserve's interest rate policy.

electronic platforms.

If the carrying value

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

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

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

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.

Eurodollar front 8 contracts include contracts expiring within two years.

Eurodollar back 32 contracts include contracts expiring within three to ten years.

_________

*n.m.

not meaningful*

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.

_______________

(1) Futures and options now include respective weekly Micro E-mini options that were previously separated under a unique product category.

Prior period amounts have been revised to conform to the current period presentation.

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.

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.

We believe these factors led to the overall decrease in energy contract volume.

| Copper | | | | | | 93 | | | | | | 101 | | | | | | | | | | | | (8) | | | | | | | | |

Volume was higher in 2021, as investors were using gold and other precious metals as safe-haven investments following the COVID-19 pandemic.

The decrease in the average rate per contract was primarily due to a change in product mix.

Equity index contract volume increased by 5 percentage points as a percent of total volume, while agricultural commodity, energy and metal contract volume collectively decreased by 5 percentage points.

In general, equity index products have a lower rate per contract compared with the agricultural commodity, energy and metal contracts.

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

| 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.

Despite the increase in average daily notional value, transaction revenue for BrokerTec and EBS decreased slightly due to the tiered pricing structure and incentive rate programs.

In 2022 when compared with 2021, the decrease in other revenue was largely attributable to the deconsolidation of the optimization business in September 2021 as part of the contribution of the business's net assets to OSTTRA, our joint venture with IHS Markit.

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

| Employee separation and retention costs | | | | | | (25.0) | | | | | | (1) | | |

| Professional fees and outside services | | | | | | (14.3) | | | | | | (1) | | |

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

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

| Total | | | | | | $ | (41.0) | | | | | (2) | | % |

- Salaries, benefits and employer taxes were lower during 2022 when compared with 2021 due to a net decrease in average headcount, including the contribution of employees from CME Group's optimization businesses to the joint venture with IHS Markit in September 2021.

Debt outstanding at December 31, [removed: 2022] [added: 2023] 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: 2022.][added: 2023.]

Our clearing house acts as the counterparty to all trades consummated on our [removed: exchanges] [added: exchange] as well as through third-party exchanges and swaps markets for which we provide clearing services.

- a financial safeguard package for all futures, options and [removed: over-the-counter] [added: OTC] swap contracts other than cleared interest rate swap contracts (base package); and

At December 31, [removed: 2022,] [added: 2023,] aggregate performance bond deposits for clearing firms for both financial safeguard packages was [removed: $231.5] [added: $272.1] 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: 2022] [added: 2023] in the event of a payment default by a clearing firm for the base financial safeguard package after first utilizing the defaulting firm's available assets:

| Guaranty fund contributions(2) | | | | | | [removed: 4,404.5] [added: 6,653.4] | | |

| Assessment powers(3) | | | | | | [removed: 12,112.2] [added: 18,297.0] | | |

The following shows the available assets for the interest rate swap financial safeguard package at December 31, [removed: 2022] [added: 2023] 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: 2,508.2] [added: 1,969.2] | | |

| Assessment powers(3) | | | | | | [removed: 528.8] [added: 705.2] | | |

At December 31, [removed: 2022,] [added: 2023,] the balance of the collateral at FICC was [removed: $100.0] [added: $175.0] million, which was included in other current assets on the consolidated balance sheet.

For transactions with counterparties that are not members of the third-party clearing house, settlement typically occurs on the day following execution and, prior to settlement, BrokerTec Americas is exposed to the risk of loss in the event a [removed: counterparty fails to meet its obligations.]

Aggregate transaction gains (losses) for [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020] [added: 2021] were [removed: $13.2] [added: $(12.9)] million, [removed: $0.4] [added: $13.2] million and [removed: $(9.3)] [added: $0.4] million, respectively.

Aggregate translation gains (losses), net of tax, for [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020] [added: 2021] were [removed: $(195.4)] [added: $70.8] million, [removed: $(62.0)] [added: $(195.4)] million and [removed: $134.3] [added: $(62.0)] million, respectively.

counterparty fails to meet its obligations.

At December 31, 2023, we had a receivable from counterparties and payable to counterparties of $714.9 million and $708.9 million, respectively.

These receivables and payables were settled within two business days following December 31, 2023.

The counterparty receivables and payables are recognized within other current assets and other current liabilities, respectively.

CME Group [removed: provides] [added: enables clients to trade futures, options, cash and over-the-counter (OTC) products, optimize portfolios, and analyze data - empowering] market participants worldwide the ability to efficiently manage risk [removed: within] and [removed: across multiple asset classes, by trading futures, options, cash and over-the-counter (OTC) products.][added: capture opportunities.]

In addition, [removed: we operate] [added: it operates] one of the [removed: world’s] [added: world's] leading central counterparty clearing [removed: providers, CME Clearing, operated by CME.][added: providers.]

- CME's product slate includes agricultural, equities, FX, cryptocurrencies/alternative investments and interest rate products, including [removed: Eurodollar futures and options,] Secured Overnight Financing Rate (SOFR) futures and options, [removed: Bloomberg Short-Term Bank Yield (BSBY),] livestock and cash-settled contracts based on the S&P 500, including the E-mini S&P 500 ESG (Environmental, Social and Governance) contract, Micro E-mini Equity Index contracts, Nasdaq-100, FTSE Russell and Bitcoin and Ether Reference Rate.

- CBOT's product slate consists of agricultural, equities and interest rate products, including contracts for United States (U.S.) Treasury futures, soybean, [removed: corn,] [added: corn] 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: (GEO] [added: (GEO, N-GEO] and [removed: NGO).][added: C-GEO).]

- COMEX's product slate consists of metals products, including contracts for gold, silver, copper and other [removed: base] [added: base, ferrous and battery] metals.

CME Group products are traded primarily through CME Globex, as well as by open outcry in Chicago for [removed: Eurodollar options and] SOFR options [added: (and previously, Eurodollar options)] and through privately negotiated transactions.

Our CME Globex electronic [removed: platform is the] trading [removed: engine for] [added: system operates] our central limit order book markets and is available on a global basis nearly 24 hours a day throughout the trading week.

- [removed: fairness,] [added: open access,] price transparency and anonymity;

In [removed: 2022, 83%] [added: 2023, 84%] of our contract volume was from trades by our members.

CME Clearing Business: Through our clearing house, [removed: CME Clearing, which is operated by CME,] we provide clearing and settlement services for a broad range of exchange-traded futures and options on futures contracts and OTC derivatives.

The CME ClearPort front-end system provides access to our flexible clearing services [removed: for block transactions, bi-lateral trades and swaps.][added: over multiple asset classes.]

[removed: One] [added: No] firm represented at least 10% of our clearing and transaction fees revenue for [removed: 2022.][added: 2023.]

Cash Markets Business: Our cash markets business is comprised of BrokerTec and [added: operated on CME Globex] EBS.

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

- BrokerTec operates global electronic trading for fixed income [removed: products on the CME Globex platform,] [added: products,] with a leading position in cash U.S. Treasuries, E.U. and U.S. repo fixed income instruments and European Government Bonds.

BrokerTec Quote is a [removed: third party] Request For Quote platform [added: provided on third party technology,] that offers a dealer-to-client trading solution for the [removed: European] [added: European, U.K.] and U.S. government repo markets.

- EBS provides for the trading of [added: global] FX products across major and emerging market [removed: currencies.][added: currencies and Spot Precious Metals.]

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 [added: global client base.]

As such, we provide proprietary real-time and historical market data related to CME Group’s [removed: vibrant and] deeply liquid exchanges and cash markets businesses.

We further offer derived cash markets pricing, third-party and alternative data sets, as [removed: well as a wide range of analytic tools.]

CME Group is also the distributor of leading benchmark equity and commodity indices on behalf of third [removed: parties] [added: parties,] as well as [added: a distributor and licensor of] our own proprietary benchmarks and indices, including CME Term SOFR Reference Rates (CME Term SOFR), which [removed: is a benchmark] [added: are] designed to adhere to the IOSCO Principles for Financial [removed: Benchmarks.][added: Benchmarks and are administered by our U.K. regulated subsidiary, CME Benchmark Administration Limited.]

Maximize Futures and Options Growth Globally [removed: \-] [added: —] We continue to focus on driving growth and new customer acquisition by expanding, innovating and scaling our core offerings, and increasing participation from non-U.S. customers.

We do this by [removed: expanding] [added: optimizing] our global sales team, cross-selling [removed: our] [added: certain] products, expanding the strength of our existing benchmark products, launching new products and [removed: services] [added: services, strengthening our existing product] and [added: service offerings, securing intellectual property rights to new products, enhancing our relationships and broadening our base of distribution partners, and] deepening open interest in our core futures and options offerings.

In [removed: 2022,] [added: 2023,] CME Group futures and options had [removed: an] [added: a record] average daily volume of [removed: 23.3] [added: 24.4] million contracts, with a volume record in our [removed: equity] [added: interest rates] asset class for the [removed: seventh] [added: second] consecutive year.

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

- [removed: Global Emissions Offset (GEO) and Nature-based] [added: CBL Core] Global Emissions Offset [removed: (N-GEO)] [added: (C-GEO)] Futures [removed: (2021)][added: (2022)]

- Additional Cryptocurrency Reference Rates and Real-Time Indices [removed: (2022)][added: (2022 and 2023)]

- Euro Short-Term Rate (€STR) Futures [removed: and RepoFunds Rate (RFR) Futures] (2022)

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 [removed: and Wednesday weekly] options on [removed: Gold, Silver and Copper and Tuesday] [added: U.S. Treasury Futures, Monday] and [removed: Thursday weekly] [added: Wednesday] options on [removed: the E-Mini S&P 500).]

[added: In 2023, approximately 30% of our electronic] futures and options volume was from transactions reported as outside the U.S. and approximately [removed: 52%] [added: 54%] of our market data revenue was derived from outside the U.S. We also achieved [removed: 27%] [added: 13%] growth in trading volume during [removed: Asian] [added: European] trading hours and [removed: 10%] [added: 11%] growth during [removed: European] [added: Latin America] trading hours in [removed: 2022] [added: 2023] compared to [removed: 2021.][added: 2022.]

The FX and Metals Market Profile [removed: Tool] [added: Tools] on Quant Analytics [removed: offers a simple] [added: offer simple,] but effective [removed: method] [added: methods] for clients to compare and contrast our leading FX and metals products and liquidity pools side-by-side, which in turn enables clients to analyze their opportunity to minimize costs and achieve best execution by accessing highly complementary liquidity pools across cash and futures markets.

Our CME Liquidity Tool enables market participants to analyze liquidity across CME Group products during U.S., London or Singapore trading hours and [removed: was expanded to] [added: covers] 37 products [removed: in 2021] to meet customer demand for our growing product suite.

CME Group Volatility Indexes (CVOL) comprises a total of [removed: 39] [added: 42] indexes, including [removed: six] [added: 7] unique broad-based benchmarks such as the Treasury Volatility Index and Commodity Volatility Index.

[added: Our real-time streaming versions of the] CVOL [added: indexes] provide a representative measure of the market expectation of 30-day forward risk, comprising both end of day and live streaming values.

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

Diversify our Business and Revenue \- Our acquisition of NEX [removed: 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.

The acquisition added strength in underlying customer marketplaces, especially around regional bank customers and other market participants outside of North [removed: America,] [added: America] and expanded our market data solutions beyond futures and options into cash and OTC offerings.

[removed: During 2021,] [added: CME Term SOFR is] the [added: only SOFR rate endorsed by the] Alternative Reference Rates Committee (ARRC) [added: and the Federal Reserve Board has] formally [removed: recommended] [added: endorsed] the forward-looking term rates based on [removed: SOFR published by our subsidiary, CME Group Benchmark Administration Limited.][added: SOFR.]

Through the end of [removed: 2022,] [added: 2023,] we have licensed the CME Term SOFR [added: benchmark] to [removed: over 1,900] [added: 2,975] firms and over [removed: 7,000 users] [added: 11,000 licensees] in [removed: more than 90] [added: 100] countries.

Additionally, we operate one of the world’s leading central counterparty clearing providers.

The BrokerTec Central Limit Order Book is a dealer-to-dealer electronic trading platform operated on CME Globex.

EBS Market is a Central Limit Order Book electronic trading platform for spot FX, Spot Precious Metals and NDFs.

EBS Direct is a relationship-based trading platform offering spot FX, Spot Precious Metals (and FX forwards and FX swaps until the scheduled cessation of that business in April 2024).

well as a wide range of analytic tools.

- Event contracts on Bitcoin Futures (2023)

- Micro E-mini S&P MidCap 400 and Micro E-mini S&P SmallCap 600 Futures (2023)

- Offshore Renminbi Options (2023)

- Lithium Carbonate Futures (2023)

- Ether/Bitcoin Ratio Futures (2023)

- T-Bill Futures (2023)

- Options on Micro Gold Futures (2023)

- Cobalt Hydroxide Futures (2023)

- Micro Henry Hub Futures and Options (2023)

- Additional short-term Options on U.S. Treasury Futures (2023)

WTI Crude Oil, Tuesday and Thursday options on E-mini Russell 2000, and Monday, Tuesday, Wednesday and Thursday options on Micro E-mini Nasdaq-100 and S&P 500).

In late 2023, we announced the launch of our new CME FX Spot+ as another tool for our customers to increase access, transparency and trading opportunities across spot FX and FX futures markets.

CME FX Spot+ an all-to-all spot FX marketplace that will connect liquidity between two trading environments, whereby spot FX participants will have expanded access to CME FX futures liquidity in OTC spot terms within an open, transparent, central limit order book environment, while FX futures market users will see expanded access to OTC FX liquidity.

We are expecting to start client testing in the second half of 2024.

CME Group is well-positioned to capitalize on its ability to license CME Term SOFR, administered by our subsidiary, CME Group Benchmark Administration Limited.

its MarkitSERV business.

In 2023, we launched CME SPAN 2 for certain futures and options on energy products, an enhancement of our Standard Portfolio Analysis of Risk (SPAN) margin framework, which provides enhanced risk management capabilities in a single, unified interface across futures and options, cleared OTC products and portfolio margining programs.

In 2024, we are expecting to expand SPAN 2 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.

Through an enhancement to our arrangement with FICC, in January 2024, we began offering enhanced capital efficiencies to our eligible clearing members when trading U.S. Treasury securities and CME interest rate futures.

In 2022, we built our cloud instance on the Google Cloud platform.

In 2023, we have been executing against the plans to move our non-latency sensitive applications, including clearing and data, to the Cloud.

The migration of these applications will enable us to commercialize and launch new clearing and data products.

is generally exclusive for futures and options.

capabilities and solutions; and implement customer protections designed to ensure the integrity of our market and the confidence of our customers.

There is also increasing competition from foreign government entities providing financial inducements to establish new FX trading venues in their countries.

A key strategy of a number of these alternative and emerging venues, is to offer their services at a significantly lower price in comparison to the established EBS and BrokerTec platforms, with the aim of enticing customer business, and the resulting market share, away from our markets.

Our BrokerTec business operated in the EU also connects to LCH Limited, LCH SA, BME Meff Clear and Cassa di Compensazione e Garanzia (CC&G), who acts as central clearing participants in the European and U.K. Gilt Repo markets.

assets.

- Certain provisions in relation to the E.U. Regulations on Benchmarks have yet to come into effect, as the E.U. has extended transitional periods until the end of 2025, and has proposed further legislative changes to apply from 2025 onwards.

The SEC adopted a rule in December 2023, mandating central clearing of U.S. Treasury securities and repurchase agreements.

This will require infrastructure changes to facilitate access to clearing for all participants, including indirect participants, to ensure continued liquidity in these critical markets (i.e., ensure access to FICC's clearing and settlement services for indirect participants).

- Basel III Endgame rules.

In July 2023, the Federal Reserve Board, Federal Deposit Insurance Corporation, and Office of the Comptroller of the Currency jointly proposed changes to the regulatory capital framework for global systematically important banks (GSIBs), to implement international capital standards issued by the Basel Committee on Banking Supervision.

The proposal would require GSIBs to hold increased capital for OTC exposures that they centrally clear for clients.

Our BrokerTec 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 Central Limit Order Books were migrated to the CME Globex platform in the second quarter of 2022.

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

EBS operates both as a Central Limit Order Book platform for spot and non-deliverable forwards currency pairs, as well as a relationship-based third-party trading platform offering spot FX, FX forwards and FX swaps.

global client base.

We set records in the volume traded for our Micro E-Mini Equity Index futures in total, as well as for each of the Micro E-Mini Nasdaq-100, Russell 2000 and Dow 30 contracts.

- E-mini Nasdaq 100 Weekly Options (2021)

- E-mini Russell 2000 Weekly Options (2021)

- Micro Bitcoin Futures (2021)

- Ether and Micro Ether Futures (2021)

- Micro Treasury Yield Futures (2021)

- Micro WTI Futures (2021)

- CBL Core Global Emissions Offset Futures (2022)

- Canadian Wheat Futures (2022)

In 2022, approximately 28% of our electronic

In 2021, we updated the FX Market Profile Tool and launched a Metals Market Profile and, in 2022, we launched an UST Market Profile.

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

The ARRC formalized this recommendation in July 2021.

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.

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.

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

Developments in the regulatory environment therefore have the potential to significantly affect our businesses.

Singapore and Canada.

The SEC has issued a rule proposal regarding central clearing of U.S. Treasury securities and repurchase agreements; how the SEC finalizes this rule could have an impact on trading in our markets.

- Our Employee Resource Groups (ERGs) are essential to fostering an inclusive culture grounded in mutual respect.

All employees are eligible to join our ERGs and employees are encouraged to form new ERGs that align with our shared mission and values, creating communities around professional and personal interests.

Lynne Fitzpatrick, 44. Ms. Fitzpatrick has served as Senior Managing Director & Deputy Chief Financial Officer since February 2022.

John W.

Previously, Mr. Pietrowicz served as our Senior Managing Director, Business Development and Corporate Finance since 2010.

Mr. Pietrowicz joined us in 2003 and since then has held various positions of increasing responsibility, including Managing Director and Deputy Chief Financial Officer from 2009 to 2010 and Managing Director, Corporate Finance and Treasury from 2006 to 2009.

Mr. Pietrowicz also serves as a director of S&P Dow Jones Indices LLC and on the board of the World Federation of Exchanges.

Mr. Pietrowicz announced his plans to retire in 2023 and Ms. Fitzpatrick will succeed him.

Jack Tobin, 59. Mr. Tobin has served as Managing Director and Chief Accounting Officer since 2015.

Sean Tully, 59. Mr. Tully has served as Senior Managing Director, Global Head of Rates and OTC Products since February 2022.

He previously served as Senior Managing Director, Financial and OTC Products of CME Group since 2014 and as Senior Managing Director, Interest Rates and OTC Products during 2014.

Prior to these roles, he served as Managing Director, Interest Rate and OTC Products since 2013 and as our Managing Director, Interest Rate Products since joining us in 2011.

Before joining the company, Mr. Tully most recently served as Managing Director, Global Head of Fixed Income Trading at WestLB in London.

Contingencies to the consolidated financial statements beginning on page [removed: [74](#i90108a4788ad4420b49cc1bd51d7978d_187)] [added: [74](#id4359a5eb20c4504aa0abb3e68a729a1_187)] for CME Group’s legal proceedings disclosure, which is incorporated herein by reference.

For the Fiscal Year Ended December 31, [removed: 2022][added: 2023]

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of June 30, [removed: 2022,] [added: 2023,] was approximately [removed: $73.2] [added: $66.3] 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: 8, 2023] [added: 7, 2024] was as follows: [removed: 359,717,173] [added: 359,991,858] 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: 2023] [added: 2024] Annual Meeting of Shareholders | | | | | | Part III | | |

| Item 1. | | | [removed: [Business](#i90108a4788ad4420b49cc1bd51d7978d_13)] [added: [Business](#id4359a5eb20c4504aa0abb3e68a729a1_13)] | | | [removed: [5](#i90108a4788ad4420b49cc1bd51d7978d_13)] [added: [5](#id4359a5eb20c4504aa0abb3e68a729a1_13)] | | |

| Item 1A. | | | [Risk [removed: Factors](#i90108a4788ad4420b49cc1bd51d7978d_31)] [added: Factors](#id4359a5eb20c4504aa0abb3e68a729a1_31)] | | | [removed: [15](#i90108a4788ad4420b49cc1bd51d7978d_31)] [added: [16](#id4359a5eb20c4504aa0abb3e68a729a1_31)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#i90108a4788ad4420b49cc1bd51d7978d_43)] [added: Comments](#id4359a5eb20c4504aa0abb3e68a729a1_43)] | | | [removed: [27](#i90108a4788ad4420b49cc1bd51d7978d_43)] [added: [26](#id4359a5eb20c4504aa0abb3e68a729a1_43)] | | |

| Item 2. | | | [removed: [Properties](#i90108a4788ad4420b49cc1bd51d7978d_46)] [added: [Properties](#id4359a5eb20c4504aa0abb3e68a729a1_46)] | | | [removed: [27](#i90108a4788ad4420b49cc1bd51d7978d_46)] [added: [28](#id4359a5eb20c4504aa0abb3e68a729a1_46)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#i90108a4788ad4420b49cc1bd51d7978d_49)] [added: Proceedings](#id4359a5eb20c4504aa0abb3e68a729a1_49)] | | | [removed: [27](#i90108a4788ad4420b49cc1bd51d7978d_49)] [added: [28](#id4359a5eb20c4504aa0abb3e68a729a1_49)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#i90108a4788ad4420b49cc1bd51d7978d_52)] [added: Disclosures](#id4359a5eb20c4504aa0abb3e68a729a1_52)] | | | [removed: [27](#i90108a4788ad4420b49cc1bd51d7978d_52)] [added: [28](#id4359a5eb20c4504aa0abb3e68a729a1_52)] | | |

| [PART [removed: II.](#i90108a4788ad4420b49cc1bd51d7978d_55)] [added: II.](#id4359a5eb20c4504aa0abb3e68a729a1_55)] | | | | | | [removed: [27](#i90108a4788ad4420b49cc1bd51d7978d_58)] [added: [28](#id4359a5eb20c4504aa0abb3e68a729a1_58)] | | |

| Item 5. | | | [Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity [removed: Securities](#i90108a4788ad4420b49cc1bd51d7978d_58)] [added: Securities](#id4359a5eb20c4504aa0abb3e68a729a1_58)] | | | [removed: [27](#i90108a4788ad4420b49cc1bd51d7978d_58)] [added: [28](#id4359a5eb20c4504aa0abb3e68a729a1_58)] | | |

| Item 6. | | | [removed: [Reserved](#i90108a4788ad4420b49cc1bd51d7978d_61)] [added: [Reserved](#id4359a5eb20c4504aa0abb3e68a729a1_61)] | | | [removed: [29](#i90108a4788ad4420b49cc1bd51d7978d_61)] [added: [30](#id4359a5eb20c4504aa0abb3e68a729a1_61)] | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i90108a4788ad4420b49cc1bd51d7978d_64)] [added: Operations](#id4359a5eb20c4504aa0abb3e68a729a1_64)] | | | [removed: [30](#i90108a4788ad4420b49cc1bd51d7978d_64)] [added: [31](#id4359a5eb20c4504aa0abb3e68a729a1_64)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures about Market [removed: Risk](#i90108a4788ad4420b49cc1bd51d7978d_103)] [added: Risk](#id4359a5eb20c4504aa0abb3e68a729a1_103)] | | | [removed: [45](#i90108a4788ad4420b49cc1bd51d7978d_103)] [added: [46](#id4359a5eb20c4504aa0abb3e68a729a1_103)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#i90108a4788ad4420b49cc1bd51d7978d_106)] [added: Data](#id4359a5eb20c4504aa0abb3e68a729a1_106)] | | | [removed: [49](#i90108a4788ad4420b49cc1bd51d7978d_106)] [added: [49](#id4359a5eb20c4504aa0abb3e68a729a1_106)] | | |

| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i90108a4788ad4420b49cc1bd51d7978d_214)] [added: Disclosure](#id4359a5eb20c4504aa0abb3e68a729a1_214)] | | | [removed: [81](#i90108a4788ad4420b49cc1bd51d7978d_214)] [added: [81](#id4359a5eb20c4504aa0abb3e68a729a1_214)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#i90108a4788ad4420b49cc1bd51d7978d_217)] [added: Procedures](#id4359a5eb20c4504aa0abb3e68a729a1_217)] | | | [removed: [81](#i90108a4788ad4420b49cc1bd51d7978d_217)] [added: [81](#id4359a5eb20c4504aa0abb3e68a729a1_217)] | | |

| Item 9B. | | | [Other [removed: Information](#i90108a4788ad4420b49cc1bd51d7978d_220)] [added: Information](#id4359a5eb20c4504aa0abb3e68a729a1_220)] | | | [removed: [85](#i90108a4788ad4420b49cc1bd51d7978d_220)] [added: [85](#id4359a5eb20c4504aa0abb3e68a729a1_220)] | | |

| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i90108a4788ad4420b49cc1bd51d7978d_223)] [added: Inspections](#id4359a5eb20c4504aa0abb3e68a729a1_223)] | | | [removed: [85](#i90108a4788ad4420b49cc1bd51d7978d_223)] [added: [85](#id4359a5eb20c4504aa0abb3e68a729a1_223)] | | |

| [PART [removed: III.](#i90108a4788ad4420b49cc1bd51d7978d_226)] [added: III.](#id4359a5eb20c4504aa0abb3e68a729a1_226)] | | | | | | [removed: [85](#i90108a4788ad4420b49cc1bd51d7978d_226)] [added: [85](#id4359a5eb20c4504aa0abb3e68a729a1_226)] | | |

| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i90108a4788ad4420b49cc1bd51d7978d_229)] [added: Governance](#id4359a5eb20c4504aa0abb3e68a729a1_229)] | | | [removed: [85](#i90108a4788ad4420b49cc1bd51d7978d_229)] [added: [85](#id4359a5eb20c4504aa0abb3e68a729a1_229)] | | |

| Item 11. | | | [Executive [removed: Compensation](#i90108a4788ad4420b49cc1bd51d7978d_232)] [added: Compensation](#id4359a5eb20c4504aa0abb3e68a729a1_232)] | | | [removed: [85](#i90108a4788ad4420b49cc1bd51d7978d_232)] [added: [85](#id4359a5eb20c4504aa0abb3e68a729a1_232)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Shareholder [removed: Matters](#i90108a4788ad4420b49cc1bd51d7978d_235)] [added: Matters](#id4359a5eb20c4504aa0abb3e68a729a1_235)] | | | [removed: [85](#i90108a4788ad4420b49cc1bd51d7978d_235)] [added: [85](#id4359a5eb20c4504aa0abb3e68a729a1_235)] | | |

| Item 13. | | | [Certain Relationships, Related Transactions and Director [removed: Independence](#i90108a4788ad4420b49cc1bd51d7978d_238)] [added: Independence](#id4359a5eb20c4504aa0abb3e68a729a1_238)] | | | [removed: [85](#i90108a4788ad4420b49cc1bd51d7978d_238)] [added: [85](#id4359a5eb20c4504aa0abb3e68a729a1_238)] | | |

| Item 14. | | | [Principal Accountant Fees and [removed: Services](#i90108a4788ad4420b49cc1bd51d7978d_241)] [added: Services](#id4359a5eb20c4504aa0abb3e68a729a1_241)] | | | [removed: [86](#i90108a4788ad4420b49cc1bd51d7978d_241)] [added: [86](#id4359a5eb20c4504aa0abb3e68a729a1_241)] | | |

| [PART [removed: IV.](#i90108a4788ad4420b49cc1bd51d7978d_244)] [added: IV.](#id4359a5eb20c4504aa0abb3e68a729a1_244)] | | | | | | [removed: [86](#i90108a4788ad4420b49cc1bd51d7978d_244)] [added: [86](#id4359a5eb20c4504aa0abb3e68a729a1_244)] | | |

| Item 15. | | | [Exhibits and Financial Statement [removed: Schedules](#i90108a4788ad4420b49cc1bd51d7978d_247)] [added: Schedules](#id4359a5eb20c4504aa0abb3e68a729a1_247)] | | | [removed: [86](#i90108a4788ad4420b49cc1bd51d7978d_247)] [added: [86](#id4359a5eb20c4504aa0abb3e68a729a1_247)] | | |

| Item 16. | | | [Form 10-K [removed: Summary](#i90108a4788ad4420b49cc1bd51d7978d_250)] [added: Summary](#id4359a5eb20c4504aa0abb3e68a729a1_250)] | | | [removed: [90](#i90108a4788ad4420b49cc1bd51d7978d_250)] [added: [90](#id4359a5eb20c4504aa0abb3e68a729a1_250)] | | |

| [removed: [Signatures](#i90108a4788ad4420b49cc1bd51d7978d_253)] [added: [Signatures](#id4359a5eb20c4504aa0abb3e68a729a1_253)] | | | | | | [removed: [91](#i90108a4788ad4420b49cc1bd51d7978d_253)] [added: [91](#id4359a5eb20c4504aa0abb3e68a729a1_253)] | | |

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. BrokerTec [added: is a trademark of BrokerTec Americas LLC] and EBS [removed: are trademarks of various entities] [added: is a trademark] of [removed: NEX] [added: EBS] Group Limited.

- volatility in commodity, equity and fixed income prices, and price volatility of financial benchmarks and instruments such as interest rates, [removed: credit spreads,] equity indices, fixed income instruments and foreign exchange rates;

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

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

of this Report beginning on page [removed: [15](#i90108a4788ad4420b49cc1bd51d7978d_31).][added: [16](#id4359a5eb20c4504aa0abb3e68a729a1_31).]

| [PART I.](#id4359a5eb20c4504aa0abb3e68a729a1_10) | | | | | | [3](#id4359a5eb20c4504aa0abb3e68a729a1_10) | | |

| Item 1C. | | | [Cybersecurity](#id4359a5eb20c4504aa0abb3e68a729a1_2146) | | | [26](#id4359a5eb20c4504aa0abb3e68a729a1_2146) | | |

| | | | | | | | | |

OSTTRA is a trademark of MarkitSERV Limited.

- increases in effective tax rates, borrowing costs or changes in tax policy;

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

- the impact of the COVID-19 pandemic and response by governments and other third parties;

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

As a highly regulated global financial services company, we understand the substantial operational risks for companies in our industry as well as the importance of protecting the information and data of our clients and employees.

As such, our Global Informational Security (GIS) Program is designed and operated to mitigate information security risks and threats to the company.

Its intent is to safeguard the confidentiality, integrity and availability of our information and services.

The GIS Program is designed to strengthen the integrity of the global markets we support, protect CME Group’s information assets, maintain client and employee trust, support our pursuit of strategic objectives, contribute to shareholder value and preserve our reputation and brand.

We implement technical, physical and administrative safeguards to protect the confidential and sensitive information of our clients, employees and other information under CME Group’s stewardship.

We manage cybersecurity risk to the organization as part of our business strategy, risk management and financial functions in alignment with our overall Enterprise Risk Management Program and regularly engage with the risk committee of the board of directors and the board of directors as a whole regarding the effectiveness of the GIS Program.

The GIS Program is led by CME Group’s Chief Information Security Officer (CISO), who has worked in various roles in information security for over 20 years, and has led our GIS Program for more than four years since joining the company in 2016 in a senior role in GIS.

The CISO reports to our Chief Information Officer (CIO), a member of our Management Team.

Our GIS team is comprised of over 200 full-time employees, many of which hold cybersecurity, risk, or management certifications, such as Certified Information Systems Security Professional, Certified Information Security Manager, Certified in Risk and Information Systems Control, Series 99, Certified Information Systems Auditor, Project Management Professional, various cloud provider certifications and various levels of ITIL certifications.

As part of our GIS Program, CME Group operates a state-of-the-art Cyber Defense Center that virtually links 24/7 to our international operational cybersecurity teams and serves as a global hub for cybersecurity risk management activities, including log collection, event monitoring, threat detection and incident response, resiliency, operations, vulnerability management and the proactive collection and processing of

both open source and proprietary threat and intelligence feeds allowing the company to efficiently manage, investigate and respond to cybersecurity events.

Our GIS team conducts analyses and aims to prevent, detect and respond to systemic events that might threaten our company, industry or the economy.

The GIS Program includes a Cyber Defense team, which manages the Incident Response Plan (IRP).

This Cyber Defense team consists of subject matter experts from GIS and Information Governance, who work together to monitor and respond to cybersecurity incidents.

The IRP outlines our cyber and incident response policies and governs our incident response lifecycle, which divides overall incident response into serial phases.

The Crisis Management Team (CMT) is responsible for oversight during an incident, in conjunction with the Cyber Coordination Team (CCT).

The CCT manages responses to cybersecurity and compliance incidents, collaborating with subject matter experts (SMEs) from various departments in response to specific incidents.

When an incident reaches a certain threshold of severity, our CISO and CIO escalate the matter to our Chief Operating Officer, who is another member of our Management Team, to determine next steps, as well as possible customer and external communication.

Throughout the incident response process, the Legal team is engaged, as appropriate, and helps consider whether disclosure is required once a determination is made in connection with the company’s leadership and the CMT.

We identify, assess and manage material risks from cybersecurity threats through our GIS Program as follows:

- We deploy a defense-in-depth strategy, acknowledging the importance of people, processes and technology in upholding information security.

The strategy incorporates multiple layers of controls, including, monitoring, vulnerability management, identity and access management and security assessments.

- Our program is based on the National Institute of Standards and Technology Cybersecurity Framework (NIST) and other technical standards and frameworks.

- We have a robust cybersecurity defense response plan that provides a documented framework for handling security incidents and facilitates coordination across multiple parts of the company.

- We invest in threat intelligence and operate a state-of-the-art Cyber Defense Center, which acts as our hub of information sharing and threat intelligence analysis.

- We incorporate external expertise and reviews into our cybersecurity risk management program and continue to engage a leading professional consulting firm to assist our company in incorporating cybersecurity best practices.

- We provide annual cybersecurity awareness and ongoing phishing training, such as routinely performing cybersecurity attack simulation exercises, which includes participation from various levels of management.

- Following a risk-based approach, we conduct due diligence reviews of our third party providers for potential cybersecurity risks to the company.

Our Enterprise Risk Management (ERM) team oversees our Third Party Risk Management (TPRM) program, which partners with our GIS, Information Governance, and Operational Resilience groups to manage and monitor third party risk of CME Group vendors and certain third parties of customers (fourth parties).

The teams monitor cyber-related incidents and known third party vulnerabilities with the goal of enhancing processes, improving risk management and partnering on exit planning and testing for certain vendors associated with essential functions.

- We have insurance against certain cybersecurity and privacy risks and attacks.

- We are an active participant in the financial services industry and government forums and information sharing programs, designed to improve both internal and sector cybersecurity defense.

These valuable external partnerships are established and maintained in order to gain more timely, comprehensive and actionable threat information across geographies and industries and to facilitate the exchange of best practices and security techniques.

They allow for a high degree of collaboration and cooperation with local, state, federal, and international law enforcement and intelligence agencies, industry groups, and other private sector chief information security officers.

- We regularly test the design and effectiveness of our information security controls and processes through a program of testing performed by internal and independent third-party teams.

Gaps and opportunities identified through testing are assigned to certain members of management and tracked through to closure.

Testing activities support a variety of regulatory requirements and external industry certifications held by CME Group.

The board provides oversight of cybersecurity risks and has designated primary responsibility to the risk committee who oversees our information security programs, including cybersecurity, and is actively involved in monitoring the progress of key cybersecurity initiatives.

Our board and risk committee receive regular updates on the activities and effectiveness of our GIS Program, including reports on incident response plan testing exercises and results of compliance testing and third-party evaluation results.

Our CISO provides quarterly, or as needed.

Our corporate headquarters are located at 20 South Wacker Drive, Chicago, IL, where we lease approximately [removed: 575,000] [added: 545,000] square feet of general office space.

Our Class A common stock is currently listed on Nasdaq under the ticker symbol "CME." As of February [removed: 8, 2023,] [added: 7, 2024,] there were approximately [removed: 4,365] [added: 4,100] holders of record of our Class A common stock.

Our Class B common stock is not listed on a national securities exchange or traded in an organized [removed: over-the-counter (OTC)] [added: OTC] market.

As of February [removed: 8, 2023,] [added: 7, 2024,] there were approximately [removed: 1,535] [added: 1,530] holders of record of our Class B common stock.

[removed: 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: 8, 2023,] [added: 7, 2024,] there was one holder of record of our Series G 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: 29, 2017] [added: 31, 2018] and its relative performance is tracked through December 31, [removed: 2022.][added: 2023.]

[removed: *The] [added: *The] stock price performance included in this graph is not necessarily indicative of future stock price performance.*

| | | | [removed: 2018] [added: 2019] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2022] [added: 2023] | | |

| Period in [removed: 2022] [added: 2023] | | | | | | Total Number of Shares (or Units) Purchased(1) | | | | | | Average Price Paid Per Share (or Unit) | | | | | | Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs | | | | | | Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs (in millions) | | |

| November 1 to November 30 | | | | | | [removed: 5] [added: —] | | | | | | [removed: 174.25] [added: —] | | | | | | — | | | | | | — | | |

(1)Shares purchased consist of an aggregate of [removed: 20,536] [added: 14,657] shares of Class A common stock surrendered to satisfy employee tax obligations upon the vesting of restricted stock.

Series G Non-Voting Convertible Preferred Stock has the same equitable interest in our

| CME Group Inc. | | | $ | 109.67 | | | | | $ | 102.73 | | | | | $ | 133.02 | | | | | $ | 102.56 | | | | | $ | 134.67 | |

| S&P 500 | | | 131.49 | | | | | | 155.68 | | | | | | 200.37 | | | | | | 164.08 | | | | | | 207.21 | | |

| Peer Group | | | 131.21 | | | | | | 154.03 | | | | | | 184.43 | | | | | | 160.15 | | | | | | 195.00 | | |

| October 1 to October 31 | | | | | | 389 | | | | | | $ | 214.25 | | | | | — | | | | | | $ | — | |

| December 1 to December 31 | | | | | | 14,268 | | | | | | 210.09 | | | | | | — | | | | | | — | | |

| Total | | | | | | 14,657 | | | | | | | | | | | | — | | | | | | | | |


| 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 | | |

| October 1 to October 31 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | — | |

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

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

| | | | [added: 2023 | | | | | |] 2022 | | | | | | 2021 | | |

| Cash and cash equivalents | | | $ | [added: 2,912.0 | | | | | $ |] 2,720.1 | | | | | $ | 2,834.9 | |

| Marketable securities | | | [removed: 96.0] [added: 111.7] | | | | | | [removed: 115.0] [added: 96.0] | | |

| Accounts receivable, net of allowance of [removed: $8.1] [added: $7.1] and [removed: $5.6] [added: $8.1] | | | [removed: 483.2] [added: 535.6] | | | | | | [removed: 434.5] [added: 483.2] | | |

| Other current assets (includes [removed: $4.9] [added: $5.2] and [removed: $4.8] [added: $4.9] in restricted cash) | | | [removed: 529.8] [added: 1,138.4] | | | | | | [removed: 427.8] [added: 529.8] | | |

| Performance bonds and guaranty fund contributions | | | [removed: 135,249.2] [added: 90,192.5] | | | | | | [removed: 157,949.6] [added: 135,249.2] | | |

| Total current assets | | | [removed: 139,078.3] [added: 94,890.2] | | | | | | [removed: 161,761.8] [added: 139,078.3] | | |

| Property, net | | | [removed: 455.5] [added: 409.5] | | | | | | [removed: 505.3] [added: 455.5] | | |

| Intangible assets—other, net | | | [removed: 3,269.7] [added: 3,050.2] | | | | | | [removed: 3,532.0] [added: 3,269.7] | | |

| [added: Total] Goodwill | | | [removed: 10,482.5] | | | [added: $] | [added: 10,528.0] | | [removed: 10,528.0] | | | [added: | | | | | | | | | | | | $ | (45.5) | | | | | $ | 10,482.5 | |]

| Other assets (includes [removed: $0.1] [added: $0.0] and [removed: $0.5] [added: $0.1] in restricted cash) | | | [removed: 3,714.4] [added: 3,685.6] | | | | | | [removed: 3,277.9] [added: 3,714.4] | | |

| Total Assets | | | $ | [removed: 174,175.7] [added: 129,706.1] | | | | | $ | [removed: 196,780.3] [added: 174,175.7] | |

| Accounts payable | | | $ | [removed: 121.4] [added: 90.6] | | | | | $ | [removed: 48.8] [added: 121.4] | |

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

| Other current liabilities | | | [removed: 2,300.9] [added: 3,133.8] | | | | | | [removed: 1,650.6] [added: 2,300.9] | | |

| Total current liabilities | | | [removed: 137,687.5] [added: 93,416.9] | | | | | | [removed: 160,398.4] [added: 137,687.5] | | |

| Long-term debt | | | [removed: 3,422.4] [added: 3,425.4] | | | | | | [removed: 2,695.7] [added: 3,422.4] | | |

| Deferred income tax liabilities, net | | | [removed: 5,361.1] [added: 5,327.7] | | | | | | [removed: 5,390.4] [added: 5,361.1] | | |

| Other liabilities | | | [removed: 826.0] [added: 798.2] | | | | | | [removed: 896.5] [added: 826.0] | | |

| Total Liabilities | | | [removed: 147,297.0] [added: 102,968.2] | | | | | | [removed: 169,381.0] [added: 147,297.0] | | |

| Preferred stock, $0.01 par value, 10,000 shares authorized as of December 31, [removed: 2022] [added: 2023] and [removed: 2021;] [added: 2022;] 4,584 issued and outstanding as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] respectively | | | — | | | | | | — | | |

| Class A common stock, $0.01 par value, 1,000,000 shares authorized as of December 31, [removed: 2022] [added: 2023] and [removed: 2021, 358,929] [added: 2022, 359,231] and [removed: 358,599] [added: 358,929] shares issued and outstanding as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] respectively | | | 3.6 | | | | | | 3.6 | | |

| Class B common stock, $0.01 par value, 3 shares authorized, issued and outstanding as of December 31, [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] | | | — | | | | | | — | | |

| Additional paid-in capital | | | [removed: 22,261.6] [added: 22,334.7] | | | | | | [removed: 22,190.3] [added: 22,261.6] | | |

| Retained earnings | | | [removed: 4,746.8] [added: 4,455.2] | | | | | | [removed: 5,151.9] [added: 4,746.8] | | |

| Accumulated other comprehensive income (loss) | | | [removed: (133.3)] [added: (55.6)] | | | | | | [removed: 53.5] [added: (133.3)] | | |

| Total CME Group shareholders’ equity | | | [removed: 26,878.7] [added: 26,737.9] | | | | | | [removed: 27,399.3] [added: 26,878.7] | | |

| Total Liabilities and Equity | | | $ | [removed: 174,175.7] [added: 129,706.1] | | | | | $ | [removed: 196,780.3] [added: 174,175.7] | |

| | | | [removed: 2022] | | | | | | [removed: 2021] [added: 2023] | | | | | | [removed: 2020] [added: 2022] | | | [added: | | | 2021 | | |]

| Clearing and transaction fees | | | $ | [removed: 4,142.7] [added: 4,588.5] | | | | | $ | [removed: 3,765.1] [added: 4,142.7] | | | | | $ | [removed: 3,897.4] [added: 3,765.1] | |

| Market data and information services | | | [removed: 610.9] [added: 663.7] | | | | | | [removed: 576.9] [added: 610.9] | | | | | | [removed: 545.4] [added: 576.9] | | |

| Other | | | [removed: 265.8] [added: 326.7] | | | | | | [removed: 347.7] [added: 265.8] | | | | | | [removed: 440.8] [added: 347.7] | | |

| Total Revenues | | | [removed: 5,019.4] [added: 5,578.9] | | | | | | [removed: 4,689.7] [added: 5,019.4] | | | | | | [removed: 4,883.6] [added: 4,689.7] | | |

| Compensation and benefits | | | [removed: 753.1] [added: 828.6] | | | | | | [removed: 837.0] [added: 753.1] | | | | | | [removed: 856.5] [added: 837.0] | | |

| Technology | | | [removed: 188.6] [added: 218.7] | | | | | | [removed: 192.6] [added: 188.6] | | | | | | [removed: 198.5] [added: 192.6] | | |

| Professional fees and outside services | | | [removed: 137.4] [added: 144.4] | | | | | | [removed: 151.7] [added: 137.4] | | | | | | [removed: 191.3] [added: 151.7] | | |

| Amortization of purchased intangibles | | | [removed: 227.7] [added: 226.6] | | | | | | [removed: 237.6] [added: 227.7] | | | | | | [removed: 311.2] [added: 237.6] | | |

| Depreciation and amortization | | | [removed: 134.9] [added: 126.0] | | | | | | [removed: 147.8] [added: 134.9] | | | | | | [removed: 153.2] [added: 147.8] | | |

| Licensing and other fee agreements | | | [removed: 320.0] [added: 322.8] | | | | | | [removed: 236.9] [added: 320.0] | | | | | | [removed: 244.9] [added: 236.9] | | |

| Other | | | [removed: 241.8] [added: 276.1] | | | | | | [removed: 240.9] [added: 241.8] | | | | | | [removed: 290.6] [added: 240.9] | | |

| | | | 2023 | | | | | | 2022 | | |

| Goodwill | | | 10,495.3 | | | | | | 10,482.5 | | |

| Performance bonds and guaranty fund contributions | | | 90,192.5 | | | | | | 135,249.2 | | |

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

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

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

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

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

| Net income | | | | | | | | | | | | | | | 3,226.2 | | | | | | 3,226.2 | | |

| Dividends of $9.65 per common share and preferred share | | | | | | | | | | | | | | | (3,517.8) | | | | | | (3,517.8) | | |

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

| Balance at December 31, 2023 | | | 4,584 | | | 359,231 | | | 3 | | | $ | 22,338.3 | | $ | 4,455.2 | | $ | (55.6) | | $ | 26,737.9 | |

| Amortization of purchased intangibles | | | 226.6 | | | | | | 227.7 | | | | | | 237.6 | | |

| Depreciation and amortization | | | 126.0 | | | | | | 134.9 | | | | | | 147.8 | | |

*Concentration of Revenue.* No clearing firms represented at least approximately 10% of the company's clearing and transaction fee revenue in 2023.

Recent Accounting Pronouncements. The following accounting pronouncements were issued during 2023:

In November 2023, the FASB issued an accounting update that requires public entities to provide in interim periods all disclosures about a reportable segment's profit or loss and assets that are currently required annually.

Entities are permitted to disclose more than one measure of a segment's profit or loss if such measures are used by the chief operating decision-maker to allocate resources and assess performance, as long as at least one of those measures is determined in a way that is most consistent with the measurement principles used to measure the corresponding amounts in the consolidated financial statements.

The guidance is effective beginning with our annual report on Form 10-K for the fiscal year ended December 31, 2024 and for interim periods thereafter.

The disclosures must be applied retrospectively to all periods presented in the financial statements and early adoption is permitted.

In December 2023, the FASB issued an accounting update that requires public business entities to disclose in their rate reconciliation table additional categories of information about federal, state and foreign income taxes and to provide more details about the reconciling items in certain categories if they meet a quantitative threshold.

It is also noted that this guidance requires all entities to disclose annually income taxes paid (net of refunds received) disaggregated by federal, state and foreign taxes and to disaggregate the information by jurisdiction based on a quantitative threshold.

The guidance is effective for annual periods beginning in 2025 and may be applied prospectively or retrospectively.

The company is in the process of evaluating the impact of this update on our consolidated financial statements.

The minimal remaining

| Total revenues | | | | | | $ | 5,578.9 | | | | | $ | 5,019.4 | | | | | $ | 4,689.7 | |

In the

| | | | | | | 2023 | | | | | | | | | | | | 2022 | | | | | | | | |

| Other(2) | | | | | | 344.3 | | | | | | 2.1 | | | | | | 2.6 | | | | | | 2.1 | | |

(2) Other includes collateral for delivery and accrued interest earned on collateral reinvestment due to the clearing firms.

| (in millions) | | | | | | 2023 | | | | | | 2022 | | |

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

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

| | | | | | | 2023 | | | | | | | | | | | | | | | | | | 2022 | | | | | | | | | | | | | | | | | |

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

| Other | | | | | | 71.6 | | | | | | (41.2) | | | | | | 30.4 | | | | | | 69.5 | | | | | | (32.6) | | | | | | | | | 36.9 | | |

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

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

| 2025 | | | 222.2 | | |

| 2026 | | | 222.2 | | |

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

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

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

| Net income | | | | | | | | | | | | | | | | | | | | | 2,105.2 | | | | | | | | | | | | 2,105.2 | | | | | | 1.2 | | | | | | 2,106.4 | | |

| Dividends on common stock of $5.90 per share | | | | | | | | | | | | | | | | | | | | | (2,117.7) | | | | | | | | | | | | (2,117.7) | | | | | | | | | | | | (2,117.7) | | |

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

| Exercise of stock options | | | 123 | | | | | | | | | | | | 6.9 | | | | | | | | | | | | | | | | | | 6.9 | | | | | | | | | | | | 6.9 | | |

| Balance at December 31, 2020 | | | — | | | 358,110 | | | 3 | | | $ | 21,189.1 | | $ | 4,995.9 | | $ | 134.9 | | $ | 26,319.9 | | $ | 31.6 | | $ | 26,351.5 | |

| Net losses on assets held for sale and impaired | | | — | | | | | | — | | | | | | 26.3 | | |

| (Gain)/Loss on derivative contracts | | | — | | | | | | — | | | | | | (1.5) | | |

| Repayment issuance of commercial paper, net | | | $ | — | | | | | $ | — | | | | | $ | (304.6) | |

Newly Adopted Accounting Policies. The company adopted the following accounting policies during 2022:

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.

The company does not currently expect any pending accounting pronouncements to have a material impact on the consolidated financial statements.

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

The clearing firms' collateral requirements are sized to cover at least one day of anticipated price movements.

Clearing firms

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

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

_______________

| Performance bond collateral for delivery | | | | | | 3,445.0 | | | | | | 2,603.7 | | |

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

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

| Other | | | | | | 69.5 | | | | | | (32.6) | | | | | | 36.9 | | | | | | 105.7 | | | | | | (35.5) | | | | | | (23.1) | | | | | | 47.1 | | |

(2)The activity from deconsolidation includes intangible assets as part of the contribution of the net assets of the optimization business to OSTTRA.

| 2023 | | | $ | 228.0 | |

| 2025 | | | 221.3 | | |

| 2026 | | | 221.3 | | |

| 2027 | | | 220.0 | | |

| Thereafter | | | 1,707.8 | | |

| NEX | | | | | | 3,229.8 | | | | | | | | | | | | (246.2) | | | | | | (24.6) | | | | | | 2,959.0 | | |

| Total Goodwill | | | | | | $ | 10,798.8 | | | | | | | | | | | $ | (246.2) | | | | | $ | (24.6) | | | | | $ | 10,528.0 | |

1) The activity from deconsolidation includes goodwill as part of the contribution of the net assets of the optimization business to OSTTRA.

(1)The company maintained a forward-starting interest rate swap agreement that modified the interest obligation associated with these notes so that the interest payable on the notes effectively became fixed at a rate of 3.32%.

| 2023 | | | $ | 16.0 | |

| Thereafter | | | 2,700.0 | | |

There were no changes in the company’s internal control over financial reporting which occurred during the fourth quarter of [removed: 2022,] [added: 2023,] 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: 2022.][added: 2023.]

Based on this assessment, management believes that, as of December 31, [removed: 2022,] [added: 2023,] our internal control over financial reporting is effective.

The effectiveness of our internal control over financial reporting as of December 31, [removed: 2022] [added: 2023] has been audited by Ernst & Young LLP (PCAOB ID 42), an independent registered public accounting firm, as stated in the report on page [removed: 82.][added: 84.]

To the Shareholders and the Board of Directors of CME Group Inc. [removed: and Subsidiaries]

We have audited the accompanying consolidated balance sheets of CME Group Inc. and subsidiaries (the Company) as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] 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: 2022,] [added: 2023,] 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: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 [removed: framework)] [added: framework),] and our report dated February [removed: 27, 2023] [added: 28, 2024] expressed an unqualified opinion thereon.

The critical audit matter communicated below is a matter arising from the current period audit of the [added: consolidated] financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the [added: consolidated] financial statements and (2) involved our especially challenging, subjective, or complex judgments.

| *Description of the Matter* | | | As discussed in Note 9 to the consolidated financial statements, the Company had unrecognized income tax benefits of [removed: $280.3] [added: $264.1] million related to uncertain tax positions as of December 31, [removed: 2022.] [added: 2023.] 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: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] 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 [removed: CME Group Inc. and subsidiaries] [added: the Company] as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] 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: 2022,] [added: 2023,] and the related notes and financial statement schedule listed in the Index at Item 15(a) and our report dated February [removed: 27, 2023] [added: 28, 2024] expressed an unqualified opinion thereon.

February 28, 2024

To the Shareholders and the Board of Directors of CME Group Inc.

February 28, 2024

February 27, 2023

During the quarter ended December 31, 2023, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Not applicable.

Certain of the information called for by this item is hereby incorporated herein by reference to the relevant portions of CME Group’s definitive proxy statement for the Annual Meeting of Shareholders to be held on May [removed: 4, 2023,] [added: 9, 2024,] to be filed by CME Group with the SEC pursuant to Regulation 14A within 120 days after December 31, [removed: 2022] [added: 2023] (Proxy Statement).

The numbers in the following table are as of December 31, [removed: 2022.][added: 2023.]

| Equity compensation plans approved by security holders | | | — | | | $ | — | | [removed: 15,457,703] [added: 15,173,649] | | |

| Total | | | — | | | | | | 15,173,649 | | |

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

Certain of the information called for by this item is hereby incorporated herein by reference to the relevant portions of [added: CME Group's definitive proxy statement for] the [removed: Proxy Statement.][added: Annual Meeting of Shareholders to be held on May 9, 2024.]

The information required by this Item will appear in the Proxy Statement and is incorporated herein by reference.

Certain of the information called for by this item is hereby incorporated herein by reference to the relevant portions of the Proxy Statement.

Consolidated Balance Sheets at December 31, [removed: 2022] [added: 2023] and [removed: 2021][added: 2022]

Consolidated Statements of Income for the Years Ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020][added: 2021]

Consolidated Statements of Comprehensive Income for the Years Ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020][added: 2021]

Consolidated Statements of Equity for the Years Ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020][added: 2021]

Consolidated Statements of Cash Flows for the Years Ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020][added: 2021]

For the Years Ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020][added: 2021]

| Year Ended December 31, [removed: 2020] [added: 2023] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Allowance for deferred tax assets | | | [removed: 10.0] [added: 0.4] | | | | | | | | | | | | [removed: 1.3] [added: —] | | | | | | — | | | | | | [removed: 11.3] [added: 0.4] | | |

| 4.2 | | | | | | [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 to CME [removed: 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] [added: Group Inc.'s] 10-K, filed with the SEC on February 26, 2015).](http://www.sec.gov/Archives/edgar/data/1156375/000115637515000014/cme-2014123110kex43.htm) | | | | | |

| 4.10 | | | | | | [Description of [removed: 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] [added: securities (incorporated by reference to] Exhibit [removed: 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] [added: 4.11 to] CME Group Inc's Form 10-K, filed with the SEC [removed: on](http://www.sec.gov/Archives/edgar/data/1156375/000115637522000076/cme-2021123110kex411.htm) [February] [added: on February] 2, [removed: 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)] [added: 2022).](http://www.sec.gov/Archives/edgar/data/1156375/000115637522000076/cme-2021123110kex411.htm)] | | | | | |

| [removed: 10.5(1)] [added: 10.5(1)*] | | | | | | [removed: [Chicago] [added: [Third Amendment to Chicago] Mercantile Exchange Inc. Senior Management Supplemental Deferred Savings [added: Plan, as of December 6, 2023 (filed herewith). Second Amendment to Chicago Mercantile Exchange Inc. Senior Management Supplemental Deferred Savings Plan, as of June 1, 2023 (filed herewith). First Amendment to Chicago Mercantile Exchange Inc. Senior Management Supplemental Deferred Savings Plan, as of January 1, 2020 (filed herewith). Chicago Mercantile Exchange Inc. Senior Management Supplemental Deferred Savings] Plan (SMSDSP), Amended and Restated as of January 1, 2017 (incorporated by reference to Exhibit 10.1 to CME Group Inc.'s Form 10-Q, filed with the SEC on August 2, [removed: 2017).](http://www.sec.gov/Archives/edgar/data/1156375/000115637517000080/cme-201763010qex101.htm)] [added: 2017).](https://www.sec.gov/Archives/edgar/data/1156375/000115637524000010/exhibit105cmegroup_amendme.htm)] | | | | | |

| [removed: 10.7(1)] [added: 10.18(1)] | | | | | | [removed: [Chicago Mercantile Exchange] [added: [CME Group] Inc. [removed: Supplemental Executive Retirement Plan consisting of the Grandfathered Supplemental Retirement] [added: Severance] Plan, [removed: amended and restated] as [removed: of January 1, 2008, and the Amended and Restated 409A Supplemental Executive Retirement Plan,] amended and [removed: restated as of January 1, 2008] [added: restated, effective March 7, 2023] (incorporated by reference to Exhibit [removed: 10.9] [added: 10.1] to CME Group [removed: Inc.'s] [added: Inc.’s] Form [removed: 10-K,] [added: 8-K,] filed with the SEC on [removed: February 28, 2008).](http://www.sec.gov/Archives/edgar/data/1156375/000119312508040449/dex109.htm)] [added: March 10, 2023).](http://www.sec.gov/Archives/edgar/data/1156375/000119312523067672/d472500dex101.htm)] | | | | | |

| [removed: 10.9(1)] [added: 10.7(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, [removed: 2001)](http://www.sec.gov/Archives/edgar/data/1105018/000095012301002844/y46628ex10-11.txt); [Amendment] [added: 2001); 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 Group Inc.'s Form 10-Q, filed with the SEC on November 6, [removed: 2015).](http://www.sec.gov/Archives/edgar/data/1156375/000115637515000108/cme-201593010qex101.htm)] [added: 2015).](http://www.sec.gov/Archives/edgar/data/1105018/000095012301002844/y46628e10-k.txt)] | | | | | |

| [removed: 10.10(1)] [added: 10.21(1)] | | | | | | [removed: [Second Amended and Restated CME] [added: [CME] Group Inc. [added: Annual] Incentive [removed: Plan for Named Executive Officers (Amended] [added: Plan, as amended] and [removed: Restated] [added: restated effective] as of [removed: May 24, 2017)] [added: October 2, 2023] (incorporated by reference to Exhibit [removed: 10.1] [added: 10.2] to CME Group Inc.’s [removed: Current Report on] Form 8-K, filed with the SEC on [removed: May 30, 2017).](http://www.sec.gov/Archives/edgar/data/1156375/000119312517186768/d594804dex101.htm)] [added: November 13, 2023).](http://www.sec.gov/Archives/edgar/data/1156375/000119312523275501/d412098dex102.htm)] | | | | | |

| [removed: 10.11(1)] [added: 10.22(1)] | | | | | | [removed: [CME Group Inc. Severance Plan for Eligible Executives, amended] [added: [Amended] and [removed: restated] [added: Restated Agreement,] effective [removed: 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] [added: as of December 6, 2023, between] CME Group Inc. [removed: Severance Plan for Eligible Executives, effective as of October 13, 2014] [added: and Terrence A. Duffy] (incorporated by reference to Exhibit [removed: 10.16] [added: 10.1] to CME Group [removed: Inc.'s] [added: Inc.’s] Form [removed: 10-K,] [added: 8-K,] filed with the SEC on [removed: February 26, 2015).](http://www.sec.gov/Archives/edgar/data/1156375/000115637515000014/cme-2014123110kex1016.htm)] [added: December 6, 2023).](http://www.sec.gov/Archives/edgar/data/1156375/000119312523290001/d513108dex101.htm)] | | | | | |

| [removed: 10.13] [added: 10.8] | | | | | | [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.](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)] [added: 4.1 above).](http://www.sec.gov/Archives/edgar/data/1156375/000115637515000014/cme-2014123110kex41.htm)] | | | | | |

| [removed: 10.14] [added: 10.9] | | | | | | [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.](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)] [added: 4.2 above).](http://www.sec.gov/Archives/edgar/data/1156375/000115637515000014/cme-2014123110kex43.htm)] | | | | | |

| [removed: 10.15] [added: 10.10] | | | | | | [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 [removed: 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)] [added: 4.3 above).](http://www.sec.gov/Archives/edgar/data/1156375/000115637515000014/cme-2014123110kex43.htm)] | | | | | |

| [removed: 10.16] [added: 10.11] | | | | | | [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: 10.17] [added: 10.12] | | | | | | [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) | | | | | |

| [removed: 10.18(1)] [added: 10.14(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: 10.19(1)] [added: 10.15(1)] | | | | | | [Form of Equity Grant Letter for Annual Grant of Performance Shares (incorporated by reference to Exhibit [removed: 10.2] [added: 10.1(1)] to CME Group [removed: Inc.'s] [added: Inc.’s] Form 10-Q, filed with the SEC on November [removed: 3, 2021).](http://www.sec.gov/Archives/edgar/data/1156375/000115637521000167/equitygrantletterperforman.htm)] [added: 1, 2023)](http://www.sec.gov/Archives/edgar/data/1156375/000115637523000190/mtpsagrantlettertemplate20.htm)] | | | | | |

| [removed: 10.20] [added: 10.16] | | | | | | [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: 10.21(1)] [added: 10.19(1)] | | | | | | [removed: [Amended and Restated] [added: [Retirement] Agreement, effective as of [removed: February 2, 2022, by and] [added: March 29, 2023,] between [removed: CME Group] [added: Chicago Mercantile Exchange] Inc. and [removed: Terrence A. Duffy] [added: Sean Tully] (incorporated by reference to Exhibit 10.1 to CME Group [removed: Inc.'s Current Report on] [added: Inc.’s] Form 8-K, filed with the SEC on [removed: February 3, 2022).](http://www.sec.gov/Archives/edgar/data/1156375/000119312522027045/d307197dex101.htm)] [added: March 30, 2023).](http://www.sec.gov/Archives/edgar/data/1156375/000119312523085533/d488577dex101.htm)] | | | | | |

| [removed: 10.22(1)] [added: 10.20(1)] | | | | | | [Retirement Agreement, [removed: dated] [added: effective] as of [removed: April 12, 2022,] [added: November 8, 2023,] between Chicago Mercantile Exchange Inc. and [removed: Kevin Kometer] [added: John Pietrowicz] (incorporated by reference to Exhibit 10.1 to CME Group Inc.’s [removed: Current Report on] Form [removed: 8-K] [added: 8-K,] filed with the SEC on [removed: April 14, 2022).](http://www.sec.gov/Archives/edgar/data/1156375/000119312522105662/d344276dex101.htm)] [added: November 13, 2023).](http://www.sec.gov/Archives/edgar/data/1156375/000119312523275501/d412098dex101.htm)] | | | | | |

| [removed: 10.23(2)] [added: 10.17(2)] | | | | | | [License Agreement, dated June 29, 2012, between Standard & Poor’s Financial Services LLC and Chicago Mercantile Exchange Inc. (incorporated by reference to Exhibit 10.5 to CME Group Inc.'s Form 10-Q, filed with the SEC on August 3, 2022).](http://www.sec.gov/Archives/edgar/data/1156375/000115637522000215/a20120629splicenseagreemen.htm) | | | | | |

| 21.1* | | | | | | [List of Subsidiaries of CME Group [removed: Inc.](https://www.sec.gov/Archives/edgar/data/1156375/000115637523000020/cme-2022123110kex211.htm)] [added: Inc.](https://www.sec.gov/Archives/edgar/data/1156375/000115637524000010/cme-2023123110kex211.htm)] | | | | | |

| 23.1* | | | | | | [Consent of Ernst & Young [removed: LLP.](https://www.sec.gov/Archives/edgar/data/1156375/000115637523000020/cme-2022123110kex231.htm)] [added: LLP.](https://www.sec.gov/Archives/edgar/data/1156375/000115637524000010/cme-2023123110kex231.htm)] | | | | | |

| 31.1* | | | | | | [Section 302—Certification of Terrence A. [removed: Duffy.](https://www.sec.gov/Archives/edgar/data/1156375/000115637523000020/cme-2022123110kex311.htm)] [added: Duffy.](https://www.sec.gov/Archives/edgar/data/1156375/000115637524000010/cme-2023123110kex311.htm)] | | | | | |

| 31.2* | | | | | | [Section 302—Certification [removed: of John W. Pietrowicz.](https://www.sec.gov/Archives/edgar/data/1156375/000115637523000020/cme-2022123110kex312.htm)] [added: of](https://www.sec.gov/Archives/edgar/data/1156375/000115637524000010/cme-2023123110kex312.htm) [Lynne Fit](https://www.sec.gov/Archives/edgar/data/1156375/000115637524000010/cme-2023123110kex312.htm)[z](https://www.sec.gov/Archives/edgar/data/1156375/000115637524000010/cme-2023123110kex312.htm)[patrick](https://www.sec.gov/Archives/edgar/data/1156375/000115637524000010/cme-2023123110kex312.htm)[.](https://www.sec.gov/Archives/edgar/data/1156375/000115637524000010/cme-2023123110kex312.htm)] | | | | | |

| 32.1* | | | | | | [Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1156375/000115637523000020/cme-2022123110kex321.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1156375/000115637524000010/cme-2023123110kex321.htm)] | | | | | |

| 101 | | | | | | The following materials from CME Group Inc.’s Annual Report on Form 10-K for the year ended December 31, [removed: 2022,] [added: 2023,] formatted in Inline XBRL (Extensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Income, (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statements of Equity, (v) the Consolidated Statements of Cash Flows and (vi) the Notes to Consolidated Financial Statements, tagged as blocks of text. | | | | | |

| 104 | | | | | | The cover page from CME Group Inc.'s Annual Report on Form 10-K for the year ended December 31, [removed: 2022,] [added: 2023,] formatted in Inline XBRL. | | | | | |

| Allowance for doubtful accounts | | | $ | 8.1 | | | | | | | | | | | $ | 0.6 | | | | | $ | (1.6) | | | | | $ | 7.1 | |

| 10.13 | | | | | | [Amendment No. 7 to Credit Agreement, dated as of April 26, 2023, 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. 7, 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. 7 (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, 2023).](http://www.sec.gov/Archives/edgar/data/1156375/000119312523123953/d500246dex101.htm) | | | | | |

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

| 97.1* | | | | | | [CME Group Inc. Compensation Recoupment Policy for Executive Officers effective as of October 2, 2023.](https://www.sec.gov/Archives/edgar/data/1156375/000115637524000010/exhibit971compensationreco.htm) | | | | | |

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| Allowance for doubtful accounts | | | $ | 3.4 | | | | | | | | | | | $ | 1.7 | | | | | $ | 0.3 | | | | | $ | 5.4 | |

| 10.8(1) | | | | | | [Chicago Mercantile Exchange Inc. Supplemental Executive Retirement Trust; First Amendment thereto, dated September 7, 1993 (incorporated by reference to Exhibit 10.5 to Chicago Mercantile Exchange Inc.'s Form S-4, filed with the SEC on February 24, 2000).](http://www.sec.gov/Archives/edgar/data/1103945/000095013100001428/0000950131-00-001428.txt) | | | | | |

| 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 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) | | | | | |

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: 27th] [added: 28th] day of February, [removed: 2023.][added: 2024.]

| | | | | | | | | | [removed: John W. Pietrowicz] [added: Lynne Fitzpatrick] Senior Managing Director and Chief Financial Officer | | |

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: 27th] [added: 28th] day of February, [removed: 2023.][added: 2024.]

| /S/ [removed: JOHN W. PIETROWICZ] [added: LYNNE FITZPATRICK] | | | | | | Senior Managing Director and Chief Financial Officer | | |

| /S/ DENNIS [removed: H. CHOOKASZIAN] [added: A. SUSKIND] | | | | | | [added: Lead] Director | | |

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

| | | | By: | | | | | | /S/ LYNNE FITZPATRICK | | |

| Lynne Fitzpatrick | | | | | | | | |

| /S/ KATHRYN BENESH | | | | | | Director | | |

| Kathryn Benesh | | | | | | | | |

| /S/ HAROLD FORD JR. | | | | | | Director | | |

| Harold Ford Jr. | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

| | | | By: | | | | | | /S/ JOHN W. PIETROWICZ | | |

| John W. Pietrowicz | | | | | | | | |

| Dennis H. Chookaszian | | | | | | | | |

| /S/ ANA DUTRA | | | | | | Director | | |

| Ana Dutra | | | | | | | | |

| /S/ DENNIS A. SUSKIND | | | | | | Director | | |