CME Group 10-Q 2024-03-31

Filed 2024-05-01. 7 sections, 146K characters. Original on sec.gov · Markdown · JSON

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549


FORM 10-Q


(Mark One)

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

For the quarterly period ended March 31, 2024

- OR -

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

For the transition period from to

Commission file number 001-31553

CME GROUP INC.

(Exact name of registrant as specified in its charter)

Delaware36-4459170
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
20 South Wacker DriveChicagoIllinois60606
(Address of principal executive offices)(Zip Code)

(312) 930-1000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

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

Title of each classTrading symbolName of each exchange on which registered
Class A Common StockCMEThe Nasdaq Stock Market

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

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

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

Large accelerated filer☒Accelerated filer☐
Non-accelerated filer☐Smaller reporting company☐
Emerging growth company☐

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

The number of shares outstanding of each of the registrant’s classes of common stock as of April 10, 2024 was as follows: 360,062,233 shares of Class A common stock, $0.01 par value; 625 shares of Class B-1 common stock, $0.01 par value; 813 shares of Class B-2 common stock, $0.01 par value; 1,287 shares of Class B-3 common stock, $0.01 par value; and 413 shares of Class B-4 common stock, $0.01 par value.

CME GROUP INC.

FORM 10-Q

INDEX

Page
PART I. FINANCIAL INFORMATION3
Item 1.Financial Statements5
Consolidated Balance Sheets at March 31, 2024 and December 31, 20235
Consolidated Statements of Income for the Quarters Ended March 31, 2024 and 20236
Consolidated Statements of Comprehensive Income for the Quarters Ended March 31, 2024 and 20237
Consolidated Statements of Equity for the Quarters Ended March 31, 2024 and 20238
Consolidated Statements of Cash Flows for the Quarters Ended March 31, 2024 and 202310
Notes to Unaudited Consolidated Financial Statements12
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations22
Item 3.Quantitative and Qualitative Disclosures About Market Risk30
Item 4.Controls and Procedures30
PART II. OTHER INFORMATION30
Item 1.Legal Proceedings30
Item 1A.Risk Factors30
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds30
Item 6.Exhibits31
SIGNATURES32

PART I. FINANCIAL INFORMATION

Certain Terms

All references to “options” or “options contracts” in the text of this document refer to options on futures contracts.

Further information about CME Group and its products can be found at http://www.cmegroup.com. Information made available on our website does not constitute a part of this Quarterly Report on Form 10-Q.

Information about Contract Volume and Average Rate per Contract

All amounts regarding contract volume and average rate per contract are for CME Group’s listed futures and options on futures contracts unless otherwise noted.

Trademark Information

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 is a trademark of BrokerTec Americas LLC and EBS is a trademark of EBS Group Limited. OSTTRA is a trademark of MarkitSERV Limited. Dow Jones, Dow Jones Industrial Average, S&P 500 and S&P are service and/or trademarks of Dow Jones Trademark Holdings LLC, Standard & Poor's Financial Services LLC and S&P Dow Jones Indices LLC, as the case may be, and have been licensed for use by Chicago Mercantile Exchange Inc. (CME). All other trademarks are the property of their respective owners.

Forward-Looking Statements

From time to time, in this Quarterly Report on Form 10-Q as well as in other written reports and verbal statements, we discuss our expectations regarding future performance. These forward-looking statements are identified by their use of terms and phrases such as “believe,” “anticipate,” “could,” “estimate,” “intend,” “may,” “plan,” “expect” and similar expressions, including references to assumptions. These forward-looking statements are based on currently available competitive, financial and economic data, current expectations, estimates, forecasts and projections about the industries in which we operate and management's beliefs and assumptions. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or implied in any forward-looking statements. We want to caution you not to place undue reliance on any forward-looking statements. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise. Among the factors that might affect our performance are:

  • increasing competition by foreign and domestic entities, including increased competition from new entrants into our markets and consolidation of existing entities;

  • our ability to keep pace with rapid technological developments, including our ability to complete the development, implementation and maintenance of the enhanced functionality required by our customers while maintaining reliability and ensuring that such technology is not vulnerable to security risks;

  • our ability to continue introducing competitive new products and services on a timely, cost-effective basis, including through our electronic trading capabilities, and our ability to maintain the competitiveness of our existing products and services;

  • our ability to adjust our fixed costs and expenses if our revenues decline;

  • our ability to maintain existing customers at substantially similar trading levels, develop strategic relationships and attract new customers;

  • our ability to expand and globally offer our products and services;

  • changes in regulations, including the impact of any changes in laws or government policies with respect to our products or services or our industry, such as any changes to regulations and policies that require increased financial and operational resources from us or our customers;

  • the costs associated with protecting our intellectual property rights and our ability to operate our business without violating the intellectual property rights of others;

  • decreases in revenue from our market data as a result of decreased demand or changes to regulations in various jurisdictions;

  • changes in our rate per contract due to shifts in the mix of the products traded, the trading venue and the mix of customers (whether the customer receives member or non-member fees or participates in one of our various incentive programs) and the impact of our tiered pricing structure;

  • the ability of our credit and liquidity risk management practices to adequately protect us from the credit risks of clearing members and other counterparties, and to satisfy the margin and liquidity requirements associated with the BrokerTec matched principal business;

  • the ability of our compliance and risk management programs to effectively monitor and manage our risks, including our ability to prevent errors and misconduct and protect our infrastructure against security breaches and misappropriation of our intellectual property assets;

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

  • volatility in commodity, equity and fixed income prices, and price volatility of financial benchmarks and instruments such as interest rates, equity indices, fixed income instruments and foreign exchange rates;

  • economic, social, political and market conditions, including the volatility of the capital and credit markets and the impact of economic conditions on the trading activity of our current and potential customers;

  • our ability to accommodate increases in contract volume and order transaction traffic and to implement enhancements without failure or degradation of the performance of our trading and clearing systems;

  • our ability to execute our growth strategy and maintain our growth effectively;

  • 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 business and distribution partners’ actions and our partnership with Google Cloud;

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

  • impact of CME Group pricing and incentive changes;

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

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

  • our ability to continue to generate funds and/or manage our indebtedness to allow us to continue to invest in our business;

  • industry, channel partner and customer consolidation and/or concentration;

  • decreases in trading and clearing activity;

  • the imposition of a transaction tax or user fee on futures and options transactions and/or repeal of the 60/40 tax treatment of such transactions;

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

  • our ability to maintain our brand and reputation; and

  • the unfavorable resolution of material legal proceedings.

For a detailed discussion of these and other factors that might affect our performance, see Item 1A. of our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the Securities and Exchange Commission on February 28, 2024 and Item 1A. in Part II of this Quarterly Report on Form 10-Q.

Item 1. FINANCIAL STATEMENTS

CME GROUP INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(dollars in millions, except par value data; shares in thousands)

March 31, 2024December 31, 2023
(unaudited)
Assets
Current Assets:
Cash and cash equivalents$1,436.9$2,912.0
Marketable securities121.0111.7
Accounts receivable, net of allowance of $7.9 and $7.1628.2535.6
Other current assets (includes $5.2 in restricted cash)647.71,138.4
Performance bonds and guaranty fund contributions94,473.990,192.5
Total current assets97,307.794,890.2
Property, net of accumulated depreciation and amortization of $958.8 and $931.1396.0409.5
Intangible assets—trading products17,175.317,175.3
Intangible assets—other, net2,990.03,050.2
Goodwill10,489.610,495.3
Other assets3,695.13,685.6
Total Assets$132,053.7$129,706.1
Liabilities and Equity
Current Liabilities:
Accounts payable$111.0$90.6
Short-term debt749.3—
Other current liabilities767.23,133.8
Performance bonds and guaranty fund contributions94,473.990,192.5
Total current liabilities96,101.493,416.9
Long-term debt2,676.73,425.4
Deferred income tax liabilities, net5,317.25,327.7
Other liabilities804.2798.2
Total Liabilities104,899.5102,968.2
Shareholders’ Equity:
Preferred stock, $0.01 par value, 10,000 shares authorized as of March 31, 2024 and December 31, 2023; 4,584 issued and outstanding as of March 31, 2024 and December 31, 2023——
Class A common stock, $0.01 par value, 1,000,000 shares authorized at March 31, 2024 and December 31, 2023; 359,322 and 359,231 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively3.63.6
Class B common stock, $0.01 par value, 3 shares authorized, issued and outstanding as of March 31, 2024 and December 31, 2023——
Additional paid-in capital22,345.622,334.7
Retained earnings4,891.14,455.2
Accumulated other comprehensive income (loss)(86.1)(55.6)
Total CME Group Shareholders’ Equity27,154.226,737.9
Total Liabilities and Equity$132,053.7$129,706.1

See accompanying notes to unaudited consolidated financial statements.

CME GROUP INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(dollars in millions, except per share data; shares in thousands)

(unaudited)

Quarter Ended
March 31,
20242023
Revenues
Clearing and transaction fees$1,208.9$1,200.2
Market data and information services175.4165.8
Other103.675.6
Total Revenues1,487.91,441.6
Expenses
Compensation and benefits206.0204.5
Technology59.451.3
Professional fees and outside services33.138.3
Amortization of purchased intangibles55.256.8
Depreciation and amortization30.131.9
Licensing and other fee agreements87.984.7
Other56.660.4
Total Expenses528.3527.9
Operating Income959.6913.7
Non-Operating Income (Expense)
Investment income1,071.31,357.7
Interest and other borrowing costs(39.9)(39.9)
Equity in net earnings of unconsolidated subsidiaries87.278.2
Other non-operating income (expense)(964.8)(1,152.8)
Total Non-Operating Income (Expense)153.8243.2
Income before Income Taxes1,113.41,156.9
Income tax provision258.2273.1
Net Income855.2883.8
Net Income Attributable to Common Shareholders of CME Group

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Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion is provided as a supplement to, and should be read in conjunction with, the accompanying unaudited consolidated financial statements and notes in this Quarterly Report on Form 10-Q and our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 28, 2024.

References in this discussion and analysis to “we” and “our” are to CME Group Inc. (CME Group) and its consolidated subsidiaries, collectively. References to “exchange” are to Chicago Mercantile Exchange Inc. (CME), the Board of Trade of the City of Chicago, Inc. (CBOT), New York Mercantile Exchange, Inc. (NYMEX), and Commodity Exchange, Inc. (COMEX), collectively, unless otherwise noted.

RESULTS OF OPERATIONS

Financial Highlights

The following summarizes significant changes in our financial performance for the periods presented.

Quarter Ended March 31,
(dollars in millions, except per share data)20242023Change
Total revenues$1,487.9$1,441.63%
Total expenses528.3527.9—
Operating margin64.5%63.4%
Non-operating income (expense)$153.8$243.2(37)
Effective tax rate23.2%23.6%
Net income$855.2$883.8(3)
Diluted earnings per common share2.352.43(3)
Cash flows from operating activities892.7902.4(1)

Revenues

Quarter Ended March 31,
(dollars in millions)20242023Change
Clearing and transaction fees$1,208.9$1,200.21%
Market data and information services175.4165.86
Other103.675.637
Total Revenues$1,487.9$1,441.63

Clearing and Transaction Fees

Futures and Options Contracts

The following table summarizes our total contract volume, revenue and average rate per contract for futures and options. Total contract volume includes contracts that are traded on our exchange and cleared through our clearing house and certain cleared-only contracts. Volume is measured in round turns, which is considered a completed transaction that involves a purchase and an offsetting sale of a contract. Average rate per contract is determined by dividing total clearing and transaction fees by total contract volume. Contract volume and average rate per contract disclosures exclude trading volume for the cash markets business and interest rate swaps volume.

Quarter Ended March 31,
20242023Change
Total contract volume (in millions)1,608.01,666.1(3)%
Clearing and transaction fees (in millions)$1,117.8$1,105.61
Average rate per contract$0.695$0.6645

We estimate the following net change in clearing and transaction fees based on the change in total contract volume and the change in average rate per contract for futures and options during the first quarter of 2024 when compared with the same period in 2023.

(in millions)Quarter Ended
Decrease due to a change in total contract volume$(40.4)
Increase due to a change in average rate per contract52.6
Net increase in clearing and transaction fees$12.2

Average rate per contract is impacted by our rate structure, including volume-based incentives; product mix; trading venue; and the percentage of volume executed by customers who are members compared with non-member customers. Due to the relationship between average rate per contract and contract volume, the change in clearing and transaction fees attributable to changes in each is only an approximation.

Contract Volume

The following table summarizes average daily contract volume. Contract volume can be influenced by many factors, including political and economic conditions, the regulatory environment and market competition.

Quarter Ended March 31,
(amounts in thousands)20242023Change
Average Daily Volume by Product Line:
Interest rates13,83914,490(4)%
Equity indexes6,8567,303(6)
Foreign exchange9849691
Agricultural commodities1,5951,37916
Energy2,4112,08316
Metals6756494
Aggregate average daily volume26,36026,873(2)
Average Daily Volume by Venue:
CME Globex23,98624,170(1)
Open outcry1,3321,623(18)
Privately negotiated1,0421,080(3)
Aggregate average daily volume26,36026,873(2)
Electronic Volume as a Percentage of Total Volume91%90%

Market volatility within certain financial markets declined throughout the first quarter of 2024 following very high volatility in the first quarter of 2023. Interest rate and equity volatility were elevated due to significant market uncertainty in the first quarter of 2023 following the collapse of two U.S. regional banks as well as uncertainty surrounding the United States Federal Reserve’s (Federal Reserve) interest rate policy decision. The Federal Open Markets Committee (FOMC) raised the federal funds rate multiple times throughout 2023 but has initially signaled the potential for future rate cuts, as a result of easing inflation. Energy and agricultural commodities markets were more volatile in the first quarter of 2024 mainly as a result of uncertain weather conditions, which led to higher volumes within those markets. We believe these factors contributed to total volumes decreasing slightly in the first quarter of 2024 when compared with the same period in 2023.

Interest Rate Products

The following table summarizes average daily contract volume for our key interest rate products. We no longer offer Eurodollar contract trading as of June 2023.

Quarter Ended March 31,
(amounts in thousands)20242023Change
Eurodollar futures and options:
Futures expiring within two years—325(100)%
Options—137(100)
Futures expiring beyond two years—82(100)
SOFR futures and options:
Futures expiring within two years2,6613,001(11)
Options2,0042,429(17)
Futures expiring beyond two years9269072
U.S. Treasury futures and options:
10-Year3,1382,9217
5-Year1,9541,8963
2-Year96782817
Treasury Bond67156020
Federal Funds futures and options414601(31)

In the first quarter of 2024, overall interest rate contract volume decreased slightly when compared with the same period in 2023. The first quarter of 2023 saw significant interest rate volatility following interest rate hikes by the FOMC as well as market uncertainty following the collapse of two U.S. regional banks. U.S. Treasury volume increased in the first quarter of 2024 when compared with the same period in 2023 due to a shift in market expectations regarding the Federal Reserve's interest rate policy following the FOMC's indication of fewer rate cuts in the near future than previously anticipated.

Equity Index Products

The following table summarizes average daily contract volume for our key equity index products.

Quarter Ended March 31,
(amounts in thousands)20242023Change
E-mini S&P 500 futures and options4,0754,601(11)%
E-mini Nasdaq 100 futures and options2,0361,8967
E-mini Russell 2000 futures and options3373321

In the first quarter of 2024, equity index contract volume decreased when compared with the same period in 2023, which we believe was due to lower overall equity volatility. The first quarter of 2023 saw significant market volatility as a result of the regional banking crisis as well as continued uncertainty surrounding the Federal Reserve's interest rate policy decisions. We believe these factors led to lower overall equity contract volume in the first quarter of 2024.

Foreign Exchange Products

The following table summarizes average daily contract volume for our key foreign exchange products.

Quarter Ended March 31,
(amounts in thousands)20242023Change
Euro257268(4)%
Japanese Yen1841736
British Pound1141122
Australian dollar1101046

In the first quarter of 2024, overall foreign exchange volume increased slightly when compared with the same period in 2023. Continued uncertainty surrounding monetary policy expectations from the Federal Reserve and global central banks resulted in slightly higher volume compared with the same period in 2023.

Agricultural Commodity Products

The following table summarizes average daily contract volume for our key agricultural commodity products.

Quarter Ended March 31,
(amounts in thousands)20242023Change
Corn47340916%
Soybean35129619
Wheat21418516

Overall commodity contract volume increased in the first quarter of 2024 when compared with the same period in 2023. We believe this increase is due to higher overall market volatility as a result of a change in market expectations regarding grain supplies as well as weather conditions for 2024. In addition, the first quarter of 2023 saw lower overall volatility within the commodities markets due to risk aversion by market participants following price increases and global trade uncertainty resulting from the conflict between Russia and Ukraine. We believe these factors contributed to higher overall commodity volume in the first quarter of 2024.

Energy Products

The following table summarizes average daily contract volume for our key energy products.

Quarter Ended March 31,
(amounts in thousands)20242023Change
WTI crude oil1,0841,0672%
Natural gas84859942
Refined products37632815

Energy contract volume increased in the first quarter of 2024 when compared with the same period in 2023, which we believe was due to higher overall market volatility. Natural gas volatility was higher as a result of uncertain weather conditions in the U.S., which impacted prices throughout the quarter. In addition, crude oil volatility was slightly higher as a result of ongoing geopolitical issues in the Middle East as well economic uncertainty between the U.S. and China.

Metal Products

The following table summarizes average daily volume for our key metal products.

Quarter Ended March 31,
(amounts in thousands)20242023Change
Gold394398(1)%
Copper13712311
Silver95941

In the first quarter of 2024, overall metal contract volume increased when compared with the same period in 2023, which we believe is due to higher market volatility within the copper market due to increased demand along with supply shortages. We believe this market volatility led to the overall increase in metal contract volume.

Average Rate per Contract

The average rate per contract increased in the first quarter 2024, when compared with the same period in 2023. The increase in the average rate per contract was primarily due to increases in our fee structure that went into effect on February 1, 2024. The increase is also due to a change in product mix. In the first quarter of 2024, equity index and interest rate contract volumes decreased by 3 percentage points as a percent of total volume, while all other products collectively increased by 3 percentage points. In general, equity index and interest rate products have a lower rate per contract compared with the remaining contracts.

Cash Markets Business

Total clearing and transaction fees revenues in the first quarter of 2024 include $69.1 million of transaction fees attributable to the cash markets business, compared with $75.0 million in the first quarter of 2023. This revenue primarily includes BrokerTec Americas LLC's fixed income volume and EBS's foreign exchange volume.

Quarter Ended March 31,
(amounts in millions)20242023Change
BrokerTec fixed income transaction fees$37.8$39.2(4)%
EBS foreign exchange transaction fees31.335.8(13)%

The related average daily notional value for the first quarter 2024 and 2023 were as follows:

Quarter Ended March 31,
(amounts in billions)20242023Change
European Repo (in euros)$282.3$354.7(20)%
U.S. Treasury102.2123.7(17)
Spot FX51.964.4(19)

Overall average daily notional values and transactions revenue for the cash markets business and spot FX business was lower in the first quarter of 2024 when compared with the same period 2023. We believe the decrease in U.S. Treasury, European Repo, and spot FX volumes were due to lower overall volatility when compared to the first quarter of 2023. The first quarter of 2023 saw higher volatility as a result of the regional banking crisis in the U.S. as well as uncertainty surrounding the Federal Reserve's interest rate policy decision. We believe these factors led to the overall decrease in cash market contract volume.

Concentration of Revenue

We bill a substantial portion of our clearing and transaction fees directly to our clearing firms. The majority of clearing and transaction fees received from clearing firms represent charges for trades executed and cleared on behalf of their customers. One individual firm represented at approximately 10% of our clearing and transaction fees in the first quarter of 2024. Should a clearing firm withdraw, we believe that the customer portion of the firm’s trading activity would likely transfer to another clearing firm of the exchange. Therefore, we do not believe we are exposed to significant risk from the ongoing loss of revenue received from or through a particular clearing firm.

Other Sources of Revenue

Market data and information services. During the first quarter of 2024, overall market data and information services revenues increased when compared with the same period in 2023, largely due to price increases for certain products.

The two largest resellers of our market data represented approximately 30% of our market data and information services revenue in the first quarter of 2024. Despite this concentration, we consider exposure to significant risk of revenue loss to be minimal. In the event that one of these vendors no longer subscribes to our market data, we believe the majority of that vendor’s customers would likely subscribe to our market data through another reseller. Additionally, several of our largest institutional customers that utilize services from our two largest resellers report usage and remit payment of their fees directly to us.

Other revenues. In the first quarter of 2024, the increase in other revenues when compared with the same period in 2023 was largely attributable to higher custody fees due to a fee increase as well as increases in co-location and other connectivity fees.

Expenses

Quarter Ended March 31,
(dollars in millions)20242023Change
Compensation and benefits$206.0$204.51%
Technology59.451.316
Professional fees and outside services33.138.3(14)
Amortization of purchased intangibles55.256.8(3)
Depreciation and amortization30.131.9(6)
Licensing and other fee agreements87.984.74
Other56.660.4(6)
Total Expenses$528.3$527.9—%

Operating expenses increased by $0.4 million in the first quarter of 2024 when compared with the same period in 2023. The following table shows the estimated impacts of key factors resulting in the changes in operating expenses:

Quarter Ended March 31,
Amount of ChangeChange as a Percentage of Total Expenses
(dollars in millions)
Technology support services$8.32%
License fees3.21
Stock-based compensation3.21
Occupancy and building operations(3.4)(1)
Bonus(4.6)(1)
Professional fees and outside services(5.2)(1)
Other expenses, net(1.1)(1)
Total increase$0.4—%

Increases in operating expenses in the first quarter of 2024 when compared with the same period in 2023 were as follows:

  • The increases in expenses related to technology support services were primarily driven by higher software license fees and third party services to support the ongoing Google Cloud transformation project.

  • License fees were higher during the first quarter of 2024 when compared to the same period in 2023 primarily due to an increase in volume for certain equity products.

  • Stock-based compensation expense increased largely due to the acceleration of expense related to certain restricted stock and performance award grants.

Decreases in operating expenses in the first quarter of 2024 when compared with the same period in 2023 were as follows:

  • Occupancy and building operations expense decreased during the first quarter of 2024 due to lower rent and real estate taxes compared to the first quarter of 2023.

  • Bonus expense decreased largely due to our performance relative to our 2024 cash earnings target when compared with the same period in 2023.

  • The decrease in professional fees and outside services in the first quarter of 2024 is largely due to a decrease in costs associated with the Google Cloud Migration, which began in late 2021, as well as lower professional services and legal fees during the period.

Non-Operating Income (Expense)

Quarter Ended March 31,
(dollars in millions)20242023Change
Investment income$1,071.3$1,357.7(21)%
Interest and other borrowing costs(39.9)(39.9)—%
Equity in net earnings of unconsolidated subsidiaries87.278.212
Other non-operating income (expense)(964.8)(1,152.8)(16)
Total Non-Operating$153.8$243.2(37)

Investment income. Earnings from cash performance bond and guaranty fund contributions that are reinvested decreased in the first quarter of 2024 when compared with the same period in 2023, due to lower average reinvestment balances. In the first quarter of 2024 and 2023, earnings from cash performance bond and guaranty fund contributions were $1,036.7 million and $1,256.3 million, respectively. We also recognized lower net realized and unrealized gains on investments in the quarter of 2024.

Equity in net earnings (losses) of unconsolidated subsidiaries. Higher income generated from our S&P/Dow Jones Indices LLC (S&P/DJI) business venture contributed to an increase in equity in net earnings of unconsolidated subsidiaries in the first quarter of 2024 when compared with the same period in 2023.

Other income (expense)**. We recognized lower expense related to the distribution of interest earned on performance bond collateral reinvestments to the clearing firms in conjunction with lower interest income earned on our reinvestment during the first quarter of 2024 when compared with the same period in 2023. This was due to a lower reinvestment balance in the first quarter of 2024 compared with the same period in 2023. In the first quarter of 2024 and 2023, expenses related to the distribution of interest earned on collateral reinvestments were $967.4 million and $1,163.5 million, respectively.

Income Tax Provision

The following table summarizes the effective tax rates for the periods presented:

20242023
Quarter ended March 3123.2%23.6%

The overall effective tax rate remained relatively consistent in the first quarter of 2024 when compared with the same period in 2023. On April 15, 2024, we filed our court case with the U.S. Court of Federal Claims related to our Section 199 deduction.

Liquidity and Capital Resources

Sources and Uses of Cash*.* Net cash provided by operating activities and used by investing activities remained consistent in the first quarter of 2024 when compared with the same period in 2023. Cash provided by financing activities was higher during the first quarter of 2024 when compared with the same period in 2023 due to an increase in cash performance bonds and guaranty fund contributions.

Debt Instruments*.* The following table summarizes our debt outstanding at March 31, 2024:

(in millions)Par Value
Fixed rate notes due March 2025, stated rate of 3.00% (1)$750.0
Fixed rate notes due June 2028, stated rate of 3.75%500.0
Fixed rate notes due March 2032, stated rate of 2.65%750.0
Fixed rate notes due September 2043, stated rate of 5.30% (2)750.0
Fixed rate notes due June 2048, stated rate of 4.15%700.0

(1)We 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 3.11%.

(2)We maintained a forward-starting interest rate swap agreement that modified the interest obligation associated with these notes so that the interest payable effectively became fixed at a rate of 4.73%.

We maintain a $2.3 billion multi-currency revolving senior credit facility with various financial institutions, which matures in November 2026. The proceeds from this facility can be used for general corporate purposes, which includes providing liquidity for our clearing house in certain circumstances at CME Group's discretion and, if necessary, for maturities of commercial paper. As long as we are not in default under this facility, we have the option to increase it up to $3.3 billion with the consent of the agent and lenders providing the additional funds. This facility is voluntarily pre-payable from time to time without premium or penalty. Under this facility, we are required to remain in compliance with a consolidated net worth test, which is defined as our consolidated shareholders' equity at September 30, 2021, giving effect to share repurchases made and special dividends paid during the term of the agreements (and in no event greater than $2.0 billion in aggregate), multiplied by 0.65. We currently do not have any borrowings outstanding under this facility, but any commercial paper balance if or when outstanding can be backstopped against this facility.

We maintain a 364-day multi-currency revolving secured credit facility with a consortium of domestic and international banks to be used in certain situations by the clearing house. The facility provides for borrowings of up to $7.0 billion. We may use the proceeds to provide temporary liquidity in the unlikely event a clearing firm fails to promptly discharge an obligation to CME Clearing, in the event of a liquidity constraint or default by a depositary (custodian for our collateral), in the event of a temporary disruption with the domestic payments system that would delay payment of settlement variation between us and our clearing firms, or in other cases as provided by the CME rulebook. Clearing firm guaranty fund contributions received in the form of cash or U.S. Treasury securities as well as the performance bond assets (pursuant to the CME rulebook) can be used to collateralize the facility. At March 31, 2024, guaranty fund contributions available to collateralize the facility totaled $9.7 billion. We have the option to request an increase in the line from $7.0 billion to $10.0 billion. Our 364-day facility contains a requirement that CME remain in compliance with a consolidated tangible net worth test, defined as CME's consolidated shareholder's equity less intangible assets (as defined in the agreement), of not less than $800.0 million. We currently do not have any borrowings outstanding under this facility.

The indentures governing our fixed rate notes, our $2.3 billion multi-currency revolving senior credit facility and our 364-day multi-currency revolving secured credit facility for $7.0 billion do not contain specific covenants that restrict the ability to pay dividends. These documents, however, do contain other customary financial and operating covenants that place restrictions on the operations of the company that could indirectly affect the ability to pay dividends.

At March 31, 2024, we have excess borrowing capacity for general corporate purposes of approximately $2.3 billion under our multi-currency revolving senior credit facility.

At March 31, 2024, we were in compliance with the various covenant requirements of all our debt facilities.

CME Group, as a holding company, has no operations of its own. Instead, it relies on dividends declared and paid to it by its subsidiaries in order to provide the funds which it uses to pay dividends to its shareholders.

To satisfy our performance bond obligation with Singapore Exchange Limited, we may pledge irrevocable standby letters of credit. At March 31, 2024, the letters of credit totaled $285.0 million. We also maintain a $350.0 million line of credit to meet our obligations under this agreement.

The following table summarizes our credit ratings at March 31, 2024:

Short-TermLong-Term
Rating AgencyDebt RatingDebt RatingOutlook
Standard & Poor’s Global RatingsA1+AA-Stable
Moody’s Investors Service, Inc.P1Aa3Stable

Given our cash flow generation, our ability to pay down debt levels and our ability to refinance existing debt facilities if necessary, we expect to maintain an investment grade rating. If our ratings are downgraded below investment grade within certain specified time periods due to a change of control, we are required to make an offer to repurchase our fixed rate notes at a price equal to 101% of the principal amount, plus accrued and unpaid interest. No report of any rating agency is incorporated by reference herein.

Liquidity and Cash Management. Cash and cash equivalents totaled $1.4 billion and $2.9 billion at March 31, 2024 and December 31, 2023, respectively. The balance retained in cash and cash equivalents is a function of anticipated or possible short-term cash needs, prevailing interest rates, our corporate investment policy and alternative investment choices. A majority of our cash and cash equivalents balance is invested in money market mutual funds that invest only in U.S. Treasury securities, U.S. government agency securities and U.S. Treasury security reverse repurchase agreements and short-term bank deposits. Our exposure to credit and liquidity risk is minimal given the nature of the investments. Cash that is not available for general corporate purposes because of regulatory requirements or other restrictions is classified as restricted cash and is included in other current assets or other assets in the consolidated balance sheets.

Regulatory Requirements*.* CME is regulated by the CFTC as a Derivatives Clearing Organization (DCO). DCOs are required to maintain capital, as defined by the CFTC, in an amount at least equal to one year of projected operating expenses as well as cash, liquid securities, or a line of credit at least equal to six months of projected operating expenses. CME was designated by the Financial Stability Oversight Council as a systemically important financial market utility under Title VIII of the Dodd-Frank Wall Street Reform and Consumer Protection Act. As a result, CME must comply with CFTC regulations applicable to a systemically important DCO for financial resources and liquidity resources. CME is in compliance with all DCO financial requirements.

CME, CBOT, NYMEX and COMEX are regulated by the CFTC as Designated Contract Markets (DCM). DCMs are required to maintain capital, as defined by the CFTC, in an amount at least equal to one year of projected operating expenses as well as cash, liquid securities or a line of credit at least equal to six months of projected operating expenses. Our DCMs are in compliance with all DCM financial requirements.

BrokerTec Americas LLC is required to maintain sufficient net capital under Securities Exchange Act of 1934, as amended (Exchange Act), Rule 15c3-1 (the Net Capital Rule). The Net Capital Rule focuses on liquidity and is designed to protect securities customers, counterparties, and creditors by requiring that broker-dealers have sufficient liquid resources on hand at all times to satisfy claims promptly. Rule 15c3-3, or the customer protection rule, which complements Rule 15c3-1, is designed to ensure that customer property (securities and funds) in the custody of broker-dealers is adequately safeguarded. By law, both of these rules apply to the activities of registered broker-dealers, but not to unregistered affiliates. The firm began operating as a (k)(2)(i) broker dealer in November 2017 following notification to the Financial Industry Regulatory Authority and the SEC. A company operating under the (k)(2)(i) exemption is not required to lock up customer funds as would otherwise be required under Exchange Act Rule 15c3-3.

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are subject to various market risks, including those caused by changes in interest rates, credit, foreign currency exchange rates and equity prices. There have not been material changes in our exposure to market risk since December 31, 2023. Refer to Item 7A. of CME Group’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 28, 2024, for additional information.

Item 4. CONTROLS AND PROCEDURES

(a) Disclosure Controls and Procedures. Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, our disclosure controls and procedures are effective.

(b) Changes in Internal Control Over Financial Reporting. As required by Rule 13a-15(d) under the Exchange Act, the company’s management, including the company’s Chief Executive Officer and Chief Financial Officer, have evaluated the company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) to determine whether any changes occurred during the quarter covered by this quarterly report that have materially affected, or are reasonably likely to materially affect, the company’s internal control over financial reporting. There were no changes in the company’s internal control over financial reporting which occurred during the fiscal quarter ended March 31, 2024, that have materially affected, or are reasonably likely to materially affect, the company’s internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

The disclosure under “Legal and Regulatory Matters” in Note 6. Contingencies in the Notes to Unaudited Consolidated Financial Statements in Item 1 of Part I of this report is incorporated herein by reference. Such disclosure includes updates to the legal proceedings disclosed in the company’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 28, 2024.

Item 1A. RISK FACTORS

There have been no material changes in the company's risk factors from those disclosed in the company's Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 28, 2024.

Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Issuer Purchases of Equity Securities

Period(a) Total Number of Class A Shares Purchased (1)(b) Average Price Paid Per Share(c) Total Number of Class A Shares Purchased as Part of Publicly Announced Plans or Programs(d) Maximum Number (or Approximate Value) of shares that May Yet Be Purchased Under the Plans or Programs (in millions)
January 1 to January 315,302$202.66—$—
February 1 to February 28157209.24——
March 1 to March 3151,774217.52——
Total57,233—

(1)Shares purchased consist of an aggregate of 57,233 shares of Class A common stock surrendered in the first quarter of 2024 to satisfy employees’ tax obligations upon the vesting of restricted stock.

Item 6. EXHIBITS

10.1(1)CME Group Inc,'s Fourth Amended and Restated Omnibus Stock Plan (As amended and restated effective March 1, 2024) (incorporated by reference to Exhibit 10.1 to CME Group Inc.’s Current Report on Form 8-K, filed with the SEC on March 7, 2024).
31.1Section 302 Certification—Terrence A. Duffy
31.2Section 302 Certification—Lynne Fitzpatrick
32.1Section 906 Certification
101The following materials from CME Group Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2024, formatted in Inline XBRL (Xtensible 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) Notes to Unaudited Consolidated Financial Statements, tagged as blocks of text.
104Cover Page Interactive Data File included in the Inline XBRL Document Set for Exhibit 101.
101.DEFXBRL Taxonomy Extension Definition Linkbase
101.LABXBRL Taxonomy Extension Label Linkbase Document
101.PREXBRL Taxonomy Extension Presentation Linkbase Document
(1)Management contract, compensatory plan or arrangement.

SIGNATURES

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

CME Group Inc. (Registrant)
Dated: May 1, 2024By:/s/ Lynne Fitzpatrick
Lynne FitzpatrickSenior Managing Director and Chief Financial OfficerPrincipal Financial Offer and Duly Authorized Officer