4 unchanged sentences
Changes in Internal Control over Financial Reporting
−Removed: 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 fourth quarter of 2019 that have materially affected, or are reasonably likely to materially affect, the company's internal control over financial reporting.
−Removed: The integration of NEX into our overall internal control over financial reporting process was completed during 2019.
−Removed: There were no other changes in the company’s internal control over financial reporting which occurred during 2019, that have materially affected, or are reasonably likely to materially affect, the company’s internal control over financial reporting.
+Added: 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 period covered by this report that have materially affected, or are reasonably likely to materially affect, the company's internal control over financial reporting.
+Added: There were no changes in the company’s internal control over financial reporting which occurred during 2020, that have materially affected, or are reasonably likely to materially affect, the company’s internal control over financial reporting.
Management’s Annual Report on Internal Control over Financial Reporting
23 unchanged sentences
Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.
−Removed: Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.
+Added: Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.
Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
1 unchanged sentence
We believe that our audits provide a reasonable basis for our opinion.
−Removed: Critical Audit Matters
+Added: Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that:
2 unchanged sentences
Uncertain Tax Positions
−Removed: Description of the Matter
−Removed: As discussed in Note 11 to the consolidated financial statements, the Company had unrecognized income tax benefits of $388.5 million related to uncertain tax positions as of December 31, 2019.
+Added: Description of the Matter As discussed in Note 10 to the consolidated financial statements, the Company had unrecognized income tax benefits of $328.2 million related to uncertain tax positions as of December 31, 2020.
Uncertainty in a tax position may arise due to the application of complex tax regulations.
1 unchanged sentence
Auditing management’s estimate of the Company’s uncertain tax positions that qualified for recognition and the related unrecognized income tax benefits was especially challenging because management’s estimate involved significant judgment in evaluating the technical merits of the positions, including interpretations of applicable tax laws and regulations.
−Removed: How we Addressed the Matter in Our Audit
−Removed: We tested the Company’s controls that address the risk of material misstatement relating to the recognition and measurement of uncertain tax positions.
+Added: How we Addressed the Matter in Our Audit We tested the Company’s controls that address the risk of material misstatement relating to the recognition and measurement of uncertain tax positions.
For example, we tested controls over the Company’s assessment of the technical merits of tax positions and management’s process to measure the benefit of those tax positions that qualified for recognition, including management’s review of the inputs used in the calculations.
13 unchanged sentences
In our opinion, CME Group Inc.
−Removed: and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as December 31, 2019, based on the COSO criteria.
+Added: and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of CME Group Inc.
22 unchanged sentences
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
−Removed: We have adopted written codes of conduct applicable to all of our employees, including our Chairman and Chief Executive Officer, President, Chief Financial Officer, Chief Accounting Officer and other senior financial officers.
+Added: We have adopted written codes of conduct applicable to all of our employees, including our Chairman and Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer and other senior financial officers.
In accordance with SEC rules and regulations, copies of these codes of conduct are available on our website at www.cmegroup.com under the "Investor Relations — Corporate Governance" link.
4 unchanged sentences
Certain of the information called for by this item is hereby incorporated herein by reference to the relevant portions of CME Group’s definitive proxy statement for the Annual Meeting of Shareholders to be held on May 5, 2021, to be filed by CME Group with the SEC pursuant to Regulation 14A within 120 days after December 31, 2020 (Proxy Statement).
−Removed: Additional information called for by this item is contained in Item 1 of this Annual Report on Form 10-K under the caption "Employees — Executive Officers."
+Added: Additional information called for by this item is contained in Item 1 of this Annual Report on Form 10-K under the caption "Information about our Executive Officers."
EXECUTIVE COMPENSATION
11 unchanged sentences
The numbers in the following table are as of December 31, 2020.
−Removed: Plan Category
−Removed: Number of Securities
+Added: Plan Category Number of Securities
to be Issued Upon
−Removed: Exercise of Outstanding Options (a)
−Removed: Weighted-Average Exercise Price of Outstanding Options
+Added: Exercise of Outstanding Options (a) Weighted-Average Exercise Price of Outstanding Options
Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding securities reflected in column (a))
1 unchanged sentence
Equity compensation plans not approved by security holders — —
+Added: Total 102,823 15,627,263
CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
20 unchanged sentences
(dollars in millions)
+Added: of year Charged
(credited) to
+Added: expenses Other (1)
Year Ended December 31, 2020
9 unchanged sentences
(1) Includes write-offs of doubtful accounts, foreign currency and additions to allowance for deferred tax assets through accumulated other comprehensive income (loss).
+Added: Other activity for the allowance for doubtful accounts also includes the impact of the adoption of new guidance on credit losses in 2020.
All other schedules have been omitted because the information required to be set forth in those schedules is not applicable or is shown on the consolidated financial statements or notes thereto.
See (b) Exhibits below
−Removed: Description of Exhibit
+Added: Number Description of Exhibit
Articles of Incorporation and Bylaws
27 unchanged sentences
10.3(1) Form of Equity Grant Letter for Annual Grant of Performance Shares (incorporated by reference to Exhibit 10.3 to CME Group's 10-K, filed with the SEC on March 1, 2018).
−Removed: Description of Exhibit
10.4(1) CME Group Inc.
Director Stock Plan, amended and restated effective as of May 21, 2014 (incorporated by reference to Exhibit 10.1 to CME Group Inc.'s Current Report on Form 8-K, filed with the SEC on May 28, 2014).
+Added: Number Description of Exhibit
10.5(1) Form of Equity Stipend Grant Letter for Non-Executive Directors (incorporated by reference to Exhibit 10.5 to CME Group's 10-K, filed with the SEC on March 1, 2018).
29 unchanged sentences
10.18 $2,250,000,000 Credit Agreement, dated as of November 21, 2017, among CME Group Inc., certain lenders, agents, arrangers, bookrunners and Bank of America, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 to CME Group Inc.'s Form 8-K, filed with the SEC on November 27, 2017).
−Removed: Description of Exhibit
10.19 Amendment No.
1 to Credit Agreement and Bank Joinder Agreement, dated as of November 1, 2018, among Chicago Mercantile Exchange Inc., Bank of America, N.A., in its capacity as administrative agent, Citibank, N.A., in its capacity as Collateral Agent, and certain banks (incorporated by reference to Exhibit 10.1 to CME Group Inc.'s Form 8-K, filed with the SEC on November 7, 2018).
+Added: Number Description of Exhibit
10.20 Amendment No.
3 unchanged sentences
as Collateral Agent and Collateral Monitoring Agent (incorporated by reference to Exhibit 10.1 to CME Group Inc.'s Form 8-K, filed with the SEC on May 6, 2019 ).
+Added: 10.21 Amendment No.
+Added: 3 to Credit Agreement and Bank Joinder Agreement, dated as of April 29, 2020, between Chicago Mercantile Exchange Inc., certain lenders, Bank of America, N.A., as Administrative Agent and Citibank N.A., as Collateral Agent and Collateral Monitoring Agent.
+Added: The Amended Credit Agreement, as amended as of April 29, 2020, between Chicago Mercantile Exchange Inc., certain lenders, Bank of America, N.A., as Administrative Agent and Citibank N.A.
+Added: as Collateral Agent and Collateral Monitoring Agent is attached as Annex A to the Amendment (incorporated by reference to Exhibit 10.1 to CME Group Inc.'s Form 8-K, filed with the SEC on April 30, 2020).
10.22 Amended and Restated Commercial Paper Dealer Agreement, dated as of October 20, 2014, among CME Group Inc., as Issuer, and Barclays Capital Inc., as Dealer (incorporated by reference to Exhibit 4.1 above).
4 unchanged sentences
21.1* List of Subsidiaries of CME Group Inc.
−Removed: Consent of Ernst & Young LLP.
+Added: 23.1* C onsent of Ernst & Young LLP.
31.1* Section 302—Certification of Terrence A.
2 unchanged sentences
Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
−Removed: The following materials from CME Group Inc.’s Quarterly Report on Form 10-K for the year ended December 31, 2019, formatted in Inline XBRL (Extensible Business Reporting Language):
−Removed: (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) Consolidated Statements of Cash Flows and (vi) Notes to Consolidated Financial Statements, tagged as blocks of text.
+Added: 101 The following materials from CME Group Inc.’s Annual Report on Form 10-K for the year ended December 31, 2020, formatted in Inline XBRL (Extensible Business Reporting Language):
+Added: (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Income, (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statements of Equity, (v) the Consolidated Statements of Cash Flows and (vi) the Notes to Consolidated Financial Statements, tagged as blocks of text.
104 The cover page from CME Group Inc.'s Annual Report on Form 10-K for the year ended December 31, 2020, formatted in Inline XBRL.
2 unchanged sentences
(1) Management contract or compensatory plan or arrangement.
−Removed: Confidential treatment pursuant to Rule 406 of the Securities Act has been previously granted by the SEC for portions of this exhibit.
+Added: (2) Confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended, has been previously granted by the SEC for portions of this exhibit.
FORM 10-K SUMMARY
3 unchanged sentences
Senior Managing Director and Chief Financial Officer
+Added: Signature Title
/ S / TERRENCE A.
5 unchanged sentences
/ S / TIMOTHY S.
+Added: / S / CHARLES P.
/ S / DENNIS H.
/ S / ELIZABETH A.
+Added: / S / MICHAEL G.
+Added: / S / BRYAN T.
/ S / ANA DUTRA
1 unchanged sentence
/ S / LARRY G.
−Removed: Lead Director
/ S / DANIEL R.
−Removed: /S/ GEDON HERTSHTEN
−Removed: Gedon Hertshten
−Removed: / S / WILLIAM H.
+Added: Lead Director
+Added: / S / WILLIAM W.
/ S / DANIEL G.
1 unchanged sentence
/ S / DEBORAH J.
−Removed: / S / RONALD A.
+Added: /S/ PATRICK W.
+Added: MALONEY Director
+Added: /S/ PATRICK J.
+Added: MULCHRONE Director
+Added: SAVAGE Director
+Added: / S / RAHAEL SEIFU
/ S / WILLIAM R.
/ S / HOWARD J.
−Removed: / S / MICHAEL A.
−Removed: Director and Special Advisor
/ S / DENNIS A.
1 unchanged sentence
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.