What changed in this filing

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Item 9A. Controls and Procedures

2022-02-25 compared with 2021-02-26 · 43 added, 55 removed, 229 unchanged (30% of the section changed)

5 unchanged sentences

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.

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.

There were no changes in the company’s internal control over financial reporting which occurred during the fourth quarter of 2021, 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

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Based on this assessment, management believes that, as of December 31, 2021, our internal control over financial reporting is effective.

The effectiveness of our internal control over financial reporting as of December 31, 2020 has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in the report on page 88.

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

Report of Independent Registered Public Accounting Firm

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Uncertain Tax Positions

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.

Description of the Matter

As discussed in Note 9 to the consolidated financial statements, the Company had unrecognized income tax benefits of $316.4 million related to uncertain tax positions as of December 31, 2021.

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.

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.

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.

37 unchanged sentences

Not applicable.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTION S

Not applicable.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

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Certain of the information called for by this item relating to the security ownership of certain beneficial owners and management is hereby incorporated herein by reference to the relevant portions of the Proxy Statement.

EQUITY COMPENSATION PLAN INFORMATION

We currently maintain the following equity compensation plans:

CME Group Inc.

Amended and Restated Omnibus Stock Plan, CME Group Inc.

Director Stock Plan and CME Group Inc.

Amended and Restated Employee Stock Purchase Plan.

We do not maintain any equity compensation plans not approved by shareholders.

A description of each of these plans and the number of shares authorized and available for future awards is included in note 16 of the notes to consolidated financial statements.

The numbers in the following table are as of December 31, 2020.

Plan Category Number of Securities

to be Issued Upon

Exercise of Outstanding Options (a) Weighted-Average Exercise Price of Outstanding Options

Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding securities reflected in column (a))

Equity compensation plans approved by security holders 102,823 $ 54.41 15,627,263

Equity compensation plans not approved by security holders — —

Total 102,823 15,627,263

CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

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_______________

(1) Includes write-offs of doubtful accounts, foreign currency and additions to allowance for deferred tax assets through accumulated other comprehensive income (loss).

(1) Includes write-offs of doubtful accounts, foreign currency and write-offs of fully reserved deferred tax assets.

Other activity for the allowance for doubtful accounts also includes the impact of the adoption of new guidance on credit losses in 2020.

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Articles of Incorporation and Bylaws

3.1 Fourth Amended and Restated Certificate of Incorporation of CME Group Inc.

(incorporated by reference to Exhibit 3.1 to CME Group Inc.’s Current Report on Form 8-K, filed with the SEC on May 29, 2012).

3.2 Fifteenth Amended and Restated Bylaws of CME Group Inc.

(incorporated by reference to Exhibit 3.1 to CME Group Inc.’s Current Report on Form 8-K, filed with the SEC on February 7, 2020).

3.1 Fourth Amended and Restated Certificate of Incorporation of CME Group Inc., as amended (incorporated by reference to Exhibit 3.2 to CME Group Inc.'s Current Report on Form 8-K, filed with the SEC on November 4, 2021).

3.2 Sixteenth Amended and Restated Bylaws of CME Group Inc.

(incorporated by reference to Exhibit 3.1 to CME Group Inc.’s Form 10 - Q , filed with the SEC on August 5 , 202 1 ).

3.3 Certificate of Designations of Series G Non-Voting Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 to CME Group Inc.'s Current Report on Form 8-K, filed with the SEC on November 4, 2021).

Instruments Defining the Rights of Security Holders

4.1 Amended and Restated Commercial Paper Dealer Agreement, dated as of October 20, 2014, among CME Group Inc., as Issuer, and Barclays Capital Inc., as Dealer (incorporated by reference to Exhibit 4.1 to CME Group's 10-K, filed with the SEC on February 26, 2015).

's Form 10-K, filed with the SEC on February 26, 2015).

4.2 Commercial Paper Issuing and Paying Agency Agreement, dated as of September 26, 2014, between CME Group Inc.

and Bank of America, National Association, as Issuing and Paying Agent (incorporated by reference to Exhibit 4.2 to CME Group's 10-K, filed with the SEC on February 26, 2015).

and Bank of America, National Association, as Issuing and Paying Agent (incorporated by reference to Exhibit 4.2 to CME Group Inc, 's Form 10-K, filed with the SEC on February 26, 2015).

4.3 Amended and Restated Commercial Paper Dealer Agreement, dated as of October 20, 2014, between CME Group Inc., as Issuer, and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Dealer (incorporated by reference to Exhibit 4.3 to CME Group's 10-K, filed with the SEC on February 26, 2015).

4.4 Amended and Restated Commercial Paper Dealer Agreement, dated as of October 20, 2014, between CME Group Inc., as Issuer, and Goldman, Sachs & Co., as Dealer (incorporated by reference to Exhibit 4.4 to CME Group's 10-K, filed with the SEC on February 26, 2015).

's Form 10-K, filed with the SEC on February 26, 2015).

4.5 Indenture, dated August 12, 2008, between CME Group Inc.

13 unchanged sentences

10.1(1) CME Group Inc.

Second Amended and Restated Omnibus Stock Plan, amended and restated effective as of May 24, 2017 (incorporated by reference to Exhibit 10.2 to CME Group Inc.’s Form 8-K, filed with the SEC on May 30, 2017).

10.2(1) Form of Equity Grant Letter for Restricted Shares (incorporated by reference to Exhibit 10.2 to CME Group's 10-K, filed with the SEC on March 1, 2018).

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).

Second Amended and Restated Omnibus Stock Plan, amended and restated effective as of May 24, 2017 (incorporated by reference to Exhibit 10.2 to CME Group Inc.’s Current Report on Form 8-K, filed with the SEC on May 30, 2017).

10.2(1) CME Group Inc.

1 unchanged sentence

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).

10.6(1) CME Group Inc.'s Amended and Restated Employee Stock Purchase Plan, amended and restated as of May 23, 2012 (incorporated by reference to Exhibit 10.2 to CME Group Inc.'s Form 8-K, filed with the SEC on May 29, 2012 ;

10.3(1) Form of Equity Stipend Grant Letter for Non-Executive Directors (incorporated by reference to Exhibit 10.5 to CME Group Inc.

's Form 10-K, filed with the SEC on March 1, 2018).

10.4(1) CME Group Inc.'s Amended and Restated Employee Stock Purchase Plan, amended and restated as of May 23, 2012 (incorporated by reference to Exhibit 10.2 to CME Group Inc.'s Current Report on Form 8-K, filed with the SEC on May 29, 2012 ;

First Amendment to the Amended and Restated Employee Stock Purchase Plan, effective as of December 5, 2012 (incorporated by reference to Exhibit 10.7 to CME Group Inc.'s Form 10-K, filed with the SEC on February 28, 2013).

9 unchanged sentences

10.9(1) Recognition and Retention Plan for Members of the COMEX Division of New York Mercantile Exchange (incorporated by reference to Exhibit 10.11 to NYMEX Holdings, Inc.'s Form 10-K, filed with the SEC on March 29, 2001) ;

Amendment to the Recognition and Retention Plan for Members of the COMEX Division of the New York Mercantile Exchange, dated October 22, 2015 (incorporated by reference to Exhibit 10.1 to CME Group's Form 10-Q, filed with the SEC on November 6, 2015).

's Form 10-Q, filed with the SEC on November 6, 2015).

10.10(1) Second Amended and Restated CME Group Inc.

Incentive Plan for Named Executive Officers (Amended and Restated as of May 24, 2017) (incorporated by reference to Exhibit 10.1 to CME Group Inc.’s Form 8-K, filed with the SEC on May 30, 2017).

Incentive Plan for Named Executive Officers (Amended and Restated as of May 24, 2017) (incorporated by reference to Exhibit 10.1 to CME Group Inc.’s Current Report on Form 8-K, filed with the SEC on May 30, 2017).

10.11(1) CME Group Inc.

1 unchanged sentence

First Amendment to CME Group Inc.

Severance Plan for Eligible Executives, effective as of October 13, 2014 (incorporated by reference to Exhibit 10.16 to CME Group's 10-K, filed with the SEC on February 26, 2015).

Severance Plan for Eligible Executives, effective as of October 13, 2014 (incorporated by reference to Exhibit 10.16 to CME Group Inc.

's Form 10-K, filed with the SEC on February 26, 2015).

10.12(1) CME Group Inc.

1 unchanged sentence

First Amendment to the Amended and Restated CME Group Inc.

Severance Plan, effective October 13, 2014 (incorporated by reference to Exhibit 10.17 to CME Group's 10-K, filed with the SEC on February 26, 2015).

10.15(1) Amended and Restated Agreement, effective as of December 16, 2019, by and between CME Group Inc.

and Terrence A.

Duffy (incorporated by reference to Exhibit 10.1 to CME Group Inc.'s Form 8-K, filed with the SEC on December 18, 2019).

10.16(1) Amendment Deed, dated November 2, 2018, by and among CME Group Inc., NEX Group plc and Michael Spencer (incorporated by reference to Exhibit 10.1 to CME Group Inc.'s Form 8-K, filed with the SEC on November 8, 2018).

Severance Plan, effective October 13, 2014 (incorporated by reference to Exhibit 10.17 to CME Group Inc.

's Form 10-K, filed with the SEC on February 26, 2015).

10.13(2) License Agreement, dated June 29, 2012, between Standard & Poor's Financial Services LLC and Chicago Mercantile Exchange Inc.

(incorporated by reference to Exhibit 10.6 to CME Group Inc.'s Form 10-Q, filed with the SEC on August 8, 2012).

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).

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).

Number Description of Exhibit

10.20 Amendment No.

2 to Credit Agreement and Bank Joinder Agreement, dated as of May 1, 2019, 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.

The Amended Credit Agreement, as amended as of May 1, 2019, 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 (incorporated by reference to Exhibit 10.1 to CME Group Inc.'s Form 8-K, filed with the SEC on May 6, 2019 ).

10.21 Amendment No.

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.

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.

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).

10.14 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).

3 unchanged sentences

10.17 Amended and Restated Commercial Paper Dealer Agreement, dated as of October 20, 2014, between CME Group Inc., as Issuer, and Goldman, Sachs & Co., as Dealer (incorporated by reference to Exhibit 4.4 above).

Number Description of Exhibit

10.18 Amendment No.

5 to Credit Agreement, dated as of April 28, 2021, among Chicago Mercantile Exchange Inc., certain lenders, Bank of America, N.A., as Administrative Agent, and Citibank, N.A., as Collateral Agent and Collateral Monitoring Agent.

The Amended Credit Agreement, as amended through Amendment No.

5, among Chicago Mercantile Exchange Inc., certain lenders, Bank of America, N.A., as Administrative Agent, and Citibank, N.A., as Collateral Agent and Collateral Monitoring Agent, is attached as Annex A to Amendment No.

5 (incorporated by reference to Exhibit 10.1 to CME Group Inc.'s Current Report on Form 8-K, filed with the SEC on April 29, 2021).

10.19(1) Form of Equity Grant Letter for Restricted Shares (incorporated by reference to Exhibit 10.1 to CME Group Inc.'s Form 10-Q, filed with the SEC on November 3, 2021).

10.20(1) Form of Equity Grant Letter for Annual Grant of Performance Shares (incorporated by reference to Exhibit 10.2 to CME Group Inc.'s Form 10-Q, filed with the SEC on November 3, 2021).

10.21 Credit Agreement, dated as of November 12, 2021, among CME Group Inc., certain lenders, agents, arrangers, bookrunners, and Bank of America, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 to CME Group Inc.'s Current Report on Form 8-K, filed with the SEC on November 16, 2021).

10.22(1) Amended and Restated Agreement, effective as of February 2, 2022, by and between CME Group Inc.

and Terrence A.

Duffy (incorporated by reference to Exhibit 10.1 to CME Group Inc.'s Current Report on Form 8-K, filed with the SEC on February 3, 2022).

21.1* List of Subsidiaries of CME Group Inc.

23.1* C onsent of Ernst & Young LLP.

23.1* Consent of Ernst & Young LLP.

31.1* Section 302—Certification of Terrence A.

14 unchanged sentences

Senior Managing Director and Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated, in the City of Chicago and State of Illinois on the 25th day of February, 2022.

Signature Title

31 unchanged sentences

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.

What changed 10-K

Item 9A. Controls and Procedures