CME Group 10-Q 2025-03-31

Filed 2025-04-30. 8 sections, 152K characters. Original on sec.gov · Markdown · JSON

Cover and table of contents

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, 2025

- 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 9, 2025 was as follows: 360,356,107 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, 2025 and December 31, 20245
Consolidated Statements of Income for the Quarters Ended March 31, 2025 and 20246
Consolidated Statements of Comprehensive Income for the Quarters Ended March 31, 2025 and 20247
Consolidated Statements of Equity for the Quarters Ended March 31, 2025 and 20248
Consolidated Statements of Cash Flows for the Quarters Ended March 31, 2025 and 20249
Notes to Unaudited Consolidated Financial Statements11
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 Procedures31
PART II. OTHER INFORMATION31
Item 1.Legal Proceedings31
Item 1A.Risk Factors31
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds31
Item 5.Other Information31
Item 6.Exhibits32
SIGNATURES33

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 innovative and competitive new products and services on a timely, cost-effective basis, including through our electronic trading capabilities, and derive revenues that are commensurate with our efforts and expectations, 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 manage variable costs relating to CME Group's transition to the Google Cloud and minimize duplicative costs during the transition between maintaining the on-premise environment and the Google Cloud environment;

  • 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, as well as the impact of tariffs and tax policy changes, restrictions on our ability to offer CME Group products and services in specific geographies or to specific customers or limitations or changes in underlying/physical product flows across geographies;

  • 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 firms 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 and third-parties rely on;

  • our reliance on third-party distribution partners, including independent software vendors (ISVs), Futures Commission Merchants (FCMs), introducing brokers, broker-dealers around the world, regulatory reporting and data distributors and platform operators, and other partners, for facilitating trading and for market data information, and potential impacts from changes in their business models and priorities;

  • 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 market data and order transaction traffic across the entire trade cycle and the ability to implement enhancements without failure or degradation of the performance of our trading and clearing systems and meeting our regulatory reporting obligations;

  • 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, our primary business and distribution partners’ actions and our partnership with Google, including our ability to manage the successful implementation of our agreements with Google and our data center partners;

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

  • impact of CME Group pricing/fee level and structure 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, 2024, filed with the Securities and Exchange Commission on February 27, 2025 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, 2025December 31, 2024
(unaudited)
Assets
Current Assets:
Cash and cash equivalents$1,405.3$2,892.4
Marketable securities113.9113.2
Accounts receivable, net of allowance of $8.7 and $9.0770.2573.1
Other current assets (includes $6.3 and $6.3 in restricted cash)461.5559.4
Performance bonds and guaranty fund contributions120,694.598,895.4
Total current assets123,445.4103,033.5
Property, net of accumulated depreciation and amortization of $955.5 and $1,024.3371.2386.2
Intangible assets—trading products17,175.317,175.3
Intangible assets—other, net2,773.22,821.6
Goodwill10,499.510,486.9
Other assets3,567.03,543.5
Total Assets$157,831.6$137,447.0
Liabilities and Equity
Current Liabilities:
Accounts payable$100.2$79.9
Short-term debt—749.8
Other current liabilities625.52,588.8
Performance bonds and guaranty fund contributions120,694.598,895.4
Total current liabilities121,420.2102,313.9
Long-term debt3,419.42,678.2
Deferred income tax liabilities, net5,240.15,246.8
Other liabilities721.2721.2
Total Liabilities130,800.9110,960.1
Shareholders’ Equity:
Preferred stock, $0.01 par value, 10,000 shares authorized as of March 31, 2025 and December 31, 2024; 4,584 issued and outstanding as of March 31, 2025 and December 31, 2024——
Class A common stock, $0.01 par value, 1,000,000 shares authorized at March 31, 2025 and December 31, 2024; 359,646 and 359,602 shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively3.63.6
Class B common stock, $0.01 par value, 3 shares authorized, issued and outstanding as of March 31, 2025 and December 31, 2024——
Additional paid-in capital22,416.022,403.0
Retained earnings4,685.94,185.8
Accumulated other comprehensive income (loss)(74.8)(105.5)
Total CME Group Shareholders’ Equity27,030.726,486.9
Total Liabilities and Equity$157,831.6$137,447.0

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,
20252024
Revenues
Clearing and transaction fees$1,337.3$1,208.9
Market data and information services194.5175.4
Other110.5103.6
Total Revenues1,642.31,487.9
Expenses
Compensation and benefits206.7206.0
Technology65.759.4
Professional fees and outside services28.533.1
Amortization of purchased intangibles55.255.2
Depreciation and amortization27.330.1
Licensing and other fee agreements96.687.9
Other54.356.6
Total Expenses534.3528.3
Operating Income1,108.0959.6
Non-Operating Income (Expense)
Investment income892.71,071.3
Interest and other borrowing costs(41.7)(39.9)
Equity in net earnings of unconsolidated subsidiaries88.287.2
Other non-operating income (expense)(802.4)(964.8)
Total Non-Operating Income (Expense)136.8153.8
Income before Income Taxes1,244.81,113.4
Income tax provision288.6258.2
Net Income$956.2$855.2
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, 2024, filed with the SEC on February 27, 2025.

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)20252024Change
Total revenues$1,642.3$1,487.910%
Total expenses534.3528.31
Operating margin67.5%64.5%
Non-operating income (expense)$136.8$153.8(11)
Effective tax rate23.2%23.2%
Net income$956.2$855.212
Diluted earnings per common share2.622.3511
Cash flows from operating activities1,116.6892.725

Revenues

Quarter Ended March 31,
(dollars in millions)20252024Change
Clearing and transaction fees$1,337.3$1,208.911%
Market data and information services194.5175.411
Other110.5103.67
Total Revenues$1,642.3$1,487.910

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,
20252024Change
Total contract volume (in millions)1,815.81,608.013%
Clearing and transaction fees (in millions)$1,245.5$1,117.811
Average rate per contract$0.686$0.695(1)

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 2025 when compared with the same period in 2024.

(in millions)Quarter Ended
Increase due to change in total contract volume$142.5
Decrease due to change in average rate per contract(14.8)
Net increase in clearing and transaction fees$127.7

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)20252024Change
Average Daily Volume by Product Line:
Interest rates15,02913,8399%
Equity indexes7,9976,85617
Foreign exchange1,14998417
Agricultural commodities1,9581,59523
Energy2,9032,41120
Metals7326758
Aggregate average daily volume29,76826,36013
Average Daily Volume by Venue:
CME Globex27,73323,98616
Open outcry8811,332(34)
Privately negotiated1,1541,04211
Aggregate average daily volume29,76826,36013
Electronic Volume as a Percentage of Total Volume93%91%

Market uncertainty remained high through the first quarter of 2025. Interest rate, equity and foreign exchange markets experienced significant uncertainty surrounding the potential economic impacts of anticipated and implemented tariffs and the effect they may have on the United States Federal Reserve’s (Federal Reserve) interest rate policy decision. The Federal Open Markets Committee (FOMC) had initially signaled the potential for several future rate cuts throughout 2025, but has since indicated a more cautious approach as a result of tariffs and the impact they may have on inflation. Market uncertainty also remained high within the energy, metals and agricultural commodities markets in the first quarter of 2025. mainly as a result of geopolitical events, including the anticipation and implementation of tariffs, as well as uncertain weather conditions in 2025. We believe these factors contributed to the increase in total volumes in the first quarter of 2025 when compared with the same period in 2024.

Interest Rate Products

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

Quarter Ended March 31,
(amounts in thousands)20252024Change
SOFR futures and options:
Futures expiring within two years2,9292,66110%
Options1,3402,004(33)
Futures expiring beyond two years1,15292624
U.S. Treasury futures and options:
10-Year3,7723,13820
5-Year2,1951,95412
2-Year1,14296718
Treasury Bond80367120
Ultra T-Bond4364038
Federal Funds futures and options401414(3)

In the first quarter of 2025, overall interest rate contract volume increased when compared with the same period in 2024, due to an increase in market volatility. We believe the higher volatility was a result of market uncertainty surrounding the Federal Reserve's interest rate policy decision as well as the potential economic impacts of anticipated and implemented tariffs. We believe these factors contributed to higher overall interest rate volume in the first quarter of 2025 when compared with the same period in 2024.

Equity Index and Cryptocurrency Products

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

Quarter Ended March 31,
(amounts in thousands)20252024Change
E-mini S&P 500 futures and options4,5224,07511%
E-mini Nasdaq 100 futures and options2,5922,03627
E-mini Russell 2000 futures and options300337(11)
Bitcoin futures and options1045395
Ether futures and options9429n.m.

Equity index contract volume increased in the first quarter of 2025 when compared with the same period in 2024, due to higher overall equity market volatility. We believe higher market volatility was a result of economic uncertainty due to anticipated and implemented tariffs. In addition, we believe volume for our cryptocurrency products was higher as a result of the broader acceptance of cryptocurrency products across the globe. We believe these factors contributed to higher overall equity volume in the first quarter of 2025 when compared with the same period in 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)20252024Change
Euro30125717%
Japanese Yen20818413
Canadian dollar1329146
British Pound12811412
Australian dollar1141104

In the first quarter of 2025, overall foreign exchange volume increased when compared with the same period in 2024 due to higher market volatility. We believe the volatility is the result of economic uncertainty surrounding the potential economic impacts of anticipated and implemented tariffs has led to an overall increase in foreign exchange contract volume. We believe these factors contributed to higher overall foreign exchange contract volume in the first quarter of 2025 when compared with the same period in 2024.

Agricultural Commodity Products

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

Quarter Ended March 31,
(amounts in thousands)20252024Change
Corn66947342%
Soybean3833519
Wheat26621424

Overall commodity contract volumes increased in the first quarter of 2025 when compared with the same period in 2024. We believe these increases were due to higher overall market volatility as a result of uncertainty surrounding the potential economic impacts of anticipated and implemented tariffs as well as continued uncertainty regarding the conflict between Russia and Ukraine. In addition, a change in market expectations regarding grain supplies as well as uncertain weather conditions in 2025 also led to an increase in market volatility. We believe these factors contributed to higher overall commodity volume in the first quarter of 2025 compared with the same period in 2024.

Energy Products

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

Quarter Ended March 31,
(amounts in thousands)20252024Change
WTI crude oil1,2241,08413%
Natural gas1,07284826
Refined products42437613

Energy contract volume increased in the first quarter of 2025 when compared with the same period in 2024, which we believe was due to higher overall market volatility. Natural gas volatility was higher as a result of uncertain weather conditions in the United States in 2025, which impacted prices throughout the quarter. In addition, crude oil volatility was higher due to ongoing geopolitical issues with Canada and Mexico resulting from the potential implementation of anticipated tariffs as well economic uncertainty between the United States and China. We believe these factors contributed to higher overall energy volume in the first quarter of 2025 compared with the same period in 2024.

Metal Products

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

Quarter Ended March 31,
(amounts in thousands)20252024Change
Gold46939419%
Copper112137(18)
Silver102958

In the first quarter of 2025, overall metal contract volume increased when compared with the same period in 2024. We believe gold and silver volumes increased as a result of continued economic uncertainty surrounding the Federal Reserve's monetary policy decisions as well as the potential economic impacts of anticipated and implemented tariffs.

Average Rate per Contract

The average rate per contract decreased in the first quarter of 2025 when compared with the same period in 2024. The decrease in the average rate per contract was primarily due to higher volume tier-based incentives and higher micro equity contract volume. This was partially offset by a change in product mix. In the first quarter of 2025, interest rate contract volume decreased by 2 percentage points as a percent of total volume, while all other products collectively increased by 2 percentage points. In general, interest rate contracts have a lower rate per contract compared with other contracts. The overall decrease was also partially offset by an increase in our fee structure, which went into effect on February 1, 2025.

Cash Markets Business

Total clearing and transaction fees revenues in the first quarter of 2025 include $71.0 million of transaction fees attributable to the cash markets business, compared with $69.1 million in the first quarter of 2024. This revenue includes BrokerTec Americas LLC's fixed income volume and EBS's foreign exchange volume.

Quarter Ended March 31,
(amounts in millions)20252024Change
BrokerTec fixed income transaction fees$35.9$37.8(5)%
EBS foreign exchange transaction fees35.131.312%

The related average daily notional value for the first quarter of 2025 and 2024 were as follows:

Quarter Ended March 31,
(amounts in billions)20252024Change
U.S. Repos331.5290.814%
European Repo (in euros)325.8282.315%
U.S. Treasury111.7102.29
Spot FX70.951.937

Overall average daily notional values for the cash markets business were higher in the first quarter of 2025 when compared with the same period in 2024 due to higher overall volatility. We believe the higher volatility was a result of market uncertainty surrounding the Federal Reserve's interest rate policy decision as well as the potential economic impacts of anticipated and implemented tariffs.

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 least approximately 10% of our clearing and transaction fees in the first quarter of 2025. 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 2025, overall market data and information services revenue increased when compared with the same period in 2024, largely due to price increases for certain products.

The two largest resellers of our market data represented approximately 38% of our market data and information services revenue in the first quarter of 2025. 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 2025, the increase in other revenues when compared with the same period in 2024 was largely attributable to higher custody fees due to an increase in non-cash collateral. Other revenues also increased mainly due to higher co-location fees.

Expenses

Quarter Ended March 31,
(dollars in millions)20252024Change
Compensation and benefits$206.7$206.0—%
Technology65.759.411
Professional fees and outside services28.533.1(14)
Amortization of purchased intangibles55.255.2—
Depreciation and amortization27.330.1(9)
Licensing and other fee agreements96.687.910
Other54.356.6(4)
Total Expenses$534.3$528.31%

Operating expenses increased by $6.0 million in the first quarter of 2025 when compared with the same period in 2024. The following table shows the estimated impacts of key factors resulting in the changes in operating expenses:

Quarter Ended March 31, 2025
Amount of ChangeChange as a Percentage of Total Expenses
(dollars in millions)
License fees$8.72%
Salaries, benefits and employer taxes7.51
Technology support services6.51
Bonus4.81
Occupancy and building operations(3.9)(1)
Professional fees and outside services(4.6)(1)
Non-qualified deferred compensation(9.3)(2)
Other expenses, net(3.7)—
Total increase$6.01%

Increases in operating expenses in the first quarter of 2025 when compared with the same period in 2024 were as follows:

  • License fees expense was higher during the first quarter of 2025 when compared to the same period in 2024 primarily due to an increase in volume for certain equity products.

  • Salaries, benefits and employer taxes expense was higher as a result of salary increases that went into effect during the first quarter of 2025 as well as an increase in headcount during the quarter, which was primarily attributable to additional headcount in the company's international locations.

  • The increase in technology support services expense was primarily driven by higher software license fees and third party services to support the ongoing Google Cloud transformation project.

  • Bonus expense increased largely due to our performance relative to our 2025 cash earnings target when compared with the same period in 2024.

Decreases in operating expense in the first quarter of 2025 when compared with the same period in 2024 were as follows:

  • Occupancy and building operations expense decreased during the first quarter of 2025 compared with the first quarter of 2024 due to a reduction in office space.

  • The decrease in professional fees and outside services was largely due to a decrease in consulting costs associated with the Google Cloud Migration, which began in late 2021, as well as lower professional services fees during the period.

  • A decrease in our non-qualified deferred compensation liability during the first quarter of 2025, the impact of which does not affect net income because of an equal and offsetting change in investment income, contributed to a decrease in compensation and benefits expense.

Non-Operating Income (Expense)

Quarter Ended March 31,
(dollars in millions)20252024Change
Investment income$892.7$1,071.3(17)%
Interest and other borrowing costs(41.7)(39.9)4%
Equity in net earnings of unconsolidated subsidiaries88.287.21
Other non-operating income (expense)(802.4)(964.8)(17)
Total Non-Operating$136.8$153.8(11)

Investment income. Earnings from cash performance bond and guaranty fund contributions that are reinvested decreased in the first quarter of 2025 when compared with the same period in 2024 due to a lower rate of return on the investment balances. In the first quarter of 2025 and 2024, earnings from cash performance bond and guaranty fund contributions were $873.6 million and $1,036.7 million, respectively.

Other non-operating 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 2025 when compared with the same period in 2024. In the first quarter of 2025 and 2024, expenses related to the distribution of interest earned on collateral reinvestments were $804.8 million and $967.4 million, respectively.

Income Tax Provision

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

20252024
Quarter ended March 3123.2%23.2%

The overall effective tax rate remained relatively consistent in the first quarter of 2025 when compared with the same period in 2024.

Liquidity and Capital Resources

Sources and Uses of Cash*.* Net cash provided by operating activities increased in the first quarter of 2025 when compared with the same period in 2024, which was largely due to an increase in trading volume. Cash used in investing activities remained relatively consistent in the first quarter of 2025 when compared with the same period in 2024. Cash provided by financing activities was higher during the first quarter of 2025 when compared with the same period in 2024 due to an increase in cash performance bonds and guaranty fund contributions.

Debt Instruments*.* The following table summarizes our debt outstanding at March 31, 2025:

(in millions)Par Value
Fixed rate notes due June 2028, stated rate of 3.75%$500.0
Fixed rate notes due March 2030, stated rate of 4.40%750.0
Fixed rate notes due March 2032, stated rate of 2.65%750.0
Fixed rate notes due September 2043, stated rate of 5.30% (1)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 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 April 2030. 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 December 31, 2024, 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 the clearing house operated by CME, 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, 2025, guaranty fund contributions available to collateralize the facility totaled $9.8 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, 2025, we have excess borrowing capacity for general corporate purposes of approximately $2.3 billion under our multi-currency revolving senior credit facility.

We maintain committed repurchase facility agreements amounting to a total of $1.0 billion. The committed repurchase facilities provide access to cash, secured by non-cash collateral, in the event that one or more of our clearing firms fails to promptly discharge an obligation to the clearing house. The facilities are subject to annual renewal. We currently do not have any borrowings outstanding under these facilities.

We maintain a committed facility of up to $750.0 million for foreign currency conversions. The committed foreign currency facility allows the clearing house to convert cash to another currency within generally accepted local market timeframes in the event that one or more of our clearing firms fails to promptly discharge an obligation to the clearing house. The facility is subject to annual renewal. We currently do not have any foreign currency trades outstanding under this facility.

At March 31, 2025, 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, 2025, the letters of credit totaled $400.0 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, 2025:

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, 2025 and December 31, 2024, 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 cash performance bonds and guaranty fund contributions, other current assets or other assets in the consolidated balance sheets.

On December 5, 2024, we announced that our board of directors has approved a share repurchase program under which we are authorized to repurchase up to $3 billion of our outstanding Class A Common Stock, par value $.01 per share (the common stock), from time to time through open market transactions, block trades, privately negotiated purchase transactions or other purchase techniques and may include purchases effected pursuant to one or more trading plans established pursuant to Rule 10b5-1 under the Exchange Act. The timing of any repurchases and the number of shares repurchased under the share repurchase program are within our discretion and may be affected by various factors, including general market and economic conditions; the market price of the common stock; CME Group’s earnings, financial condition, capital requirements and levels of indebtedness; legal requirements; and other considerations. The share repurchase program has no expiration date, does not obligate us to acquire any particular amount of common stock and may be modified, suspended or terminated at any time.

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, 2024. Refer to Item 7A. of CME Group’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 27, 2025, 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, 2025, 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, 2024, filed with the SEC on February 27, 2025.

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, 2024, filed with the SEC on February 27, 2025.

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 Approximate Value of shares that May Yet Be Purchased Under the Plans or Programs (in millions)
January 1 to January 313$229.45—$3,000.0
February 1 to February 28———3,000.0
March 1 to March 3131,621258.68—3,000.0
Total31,624—

(1)Shares purchased consist of an aggregate of 31,624 shares of Class A common stock surrendered in the first quarter of 2025 to satisfy employees’ tax obligations upon the vesting of restricted stock.

Item 5. OTHER INFORMATION

On February 18, 2025, Jonathan Marcus, Senior Managing Director and General Counsel adopted a trading plan intended to satisfy the affirmative defense of Rule 10b5-1(c). The plan provides for the potential sale of up to 6,568 shares of the company's Class A common stock. The actual number of shares sold under Mr. Marcus' plan will depend on the number of shares delivered at the time that certain of his equity awards vest during the term of the plan following the fulfillment of tax withholding obligations and subject to other conditions as set forth in the plan. The plan expires on March 31, 2026 or upon the earlier completion of all authorized transactions under the plan. In determining the number of shares that may be sold under the plan it is assumed that the performance shares vesting during the plan vest at target.

Item 6. EXHIBITS

4.11Eleventh Supplemental Indenture (including the form of 4.400% Notes due 2030), dated as of March 10, 2025, between CME Group Inc. and U.S. Bank, National Association (incorporated by reference to Exhibit 4.2 to CME Group Inc.’s Current Report on Form 8-K filed with the SEC on March 10, 2025).
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, 2025, 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

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: April 30, 2025By:/s/ Lynne Fitzpatrick
Lynne FitzpatrickSenior Managing Director, President and Chief Financial OfficerPrincipal Financial Offer and Duly Authorized Officer