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Item 9A. Controls and Procedures

2024-02-28 compared with 2023-02-27 · 47 added, 44 removed, 241 unchanged (27% of the section changed)

17 unchanged sentences

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

and Subsidiaries

Opinion on the Financial Statements

16 unchanged sentences

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:

(1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that:

(1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the account or disclosure to which it relates.

Uncertain Tax Positions

Description of the Matter

As discussed in Note 9 to the consolidated financial statements, the Company had unrecognized income tax benefits of $280.3 million related to uncertain tax positions as of December 31, 2022.

Description of the Matter As discussed in Note 9 to the consolidated financial statements, the Company had unrecognized income tax benefits of $264.1 million related to uncertain tax positions as of December 31, 2023.

Uncertainty in a tax position may arise due to the application of complex tax regulations.

13 unchanged sentences

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

and Subsidiaries

Opinion on Internal Control over Financial Reporting

3 unchanged sentences

and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of CME Group Inc.

and subsidiaries as of December 31, 2022 and 2021, the related consolidated statements of income, comprehensive income, equity and cash flows for each of the three years in the period ended December 31, 2022, and the related notes and financial statement schedule listed in the Index at Item 15(a) and our report dated February 27, 2023 expressed an unqualified opinion thereon.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2023 and 2022, the related consolidated statements of income, comprehensive income, equity and cash flows for each of the three years in the period ended December 31, 2023, and the related notes and financial statement schedule listed in the Index at Item 15(a) and our report dated February 28, 2024 expressed an unqualified opinion thereon.

Basis for Opinion

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OTHER INFORMATION

Not applicable.

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

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTION S

29 unchanged sentences

CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

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

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 9, 2024.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

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

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

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

41 unchanged sentences

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

4.2 Amended and Restated Commercial Paper Dealer Agreement, dated as of October 20, 2014, between CME Group Inc., as Issuer, and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Dealer (incorporated by reference to Exhibit 4.3 to CME Group Inc .

's 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 Goldman, Sachs & Co., as Dealer (incorporated by reference to Exhibit 4.4 to CME Group Inc.'s Form 10-K, filed with the SEC on February 26, 2015).

11 unchanged sentences

Bank Trust Company, 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 8, 2022).

4.10 Description of securities (incorporate d by reference to Exhibit 4.1 1 to CME Group Inc's Form 10-K, filed with the SEC on February 2, 2022) .

4.10 Description of securities (incorporated by reference to Exhibit 4.11 to CME Group Inc's Form 10-K, filed with the SEC on February 2, 2022).

Material Contracts

7 unchanged sentences

Number Description of Exhibit

10.5(1)* Third Amendment to Chicago Mercantile Exchange Inc.

Senior Management Supplemental Deferred Savings Plan, as of December 6, 2023 (filed herewith).

Second Amendment to Chicago Mercantile Exchange Inc.

Senior Management Supplemental Deferred Savings Plan, as of June 1, 2023 (filed herewith).

First Amendment to Chicago Mercantile Exchange Inc.

Senior Management Supplemental Deferred Savings Plan, as of January 1, 2020 (filed herewith).

Chicago Mercantile Exchange Inc.

2 unchanged sentences

Directors' Deferred Compensation Plan, amended and restated as of January 1, 2009 (incorporated by reference to Exhibit 10.9 to CME Group Inc.'s Form 10-K, filed with the SEC on March 2, 2009).

10.7(1) Chicago Mercantile Exchange Inc.

Supplemental Executive Retirement Plan consisting of the Grandfathered Supplemental Retirement Plan, amended and restated as of January 1, 2008, and the Amended and Restated 409A Supplemental Executive Retirement Plan, amended and restated as of January 1, 2008 (incorporated by reference to Exhibit 10.9 to CME Group Inc.'s Form 10-K, filed with the SEC on February 28, 2008).

10.8(1) Chicago Mercantile Exchange Inc.

Supplemental Executive Retirement Trust;

First Amendment thereto, dated September 7, 1993 (incorporated by reference to Exhibit 10.5 to Chicago Mercantile Exchange Inc.'s Form S-4, filed with the SEC on February 24, 2000).

10.7(1) Recognition and Retention Plan for Members of the COMEX Division of New York Mercantile Exchange (incorporated by reference to Exhibit 10.11 to NYMEX Holdings, Inc.'s Form 10-K, filed with the SEC on March 29, 2001);

Amendment to the Recognition and Retention Plan for Members of the COMEX Division of the New York Mercantile Exchange, dated October 22, 2015 (incorporated by reference to Exhibit 10.1 to CME Group Inc.'s Form 10-Q, filed with the SEC on November 6, 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 Current Report on Form 8-K, filed with the SEC on May 30, 2017).

10.11(1) CME Group Inc.

Severance Plan for Eligible Executives, amended and restated effective January 1, 2013 (incorporated by reference to Exhibit 10.16 to CME Group Inc.'s Form 10-K, filed with the SEC on February 28, 2014) ;

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

10.12(1) CME Group Inc.

Severance Plan, amended and restated effective January 1, 2013 (incorporated by reference to Exhibit 10.17 to CME Group Inc.'s Form 10-K, filed with the SEC on February 28, 2014) ;

First Amendment to the Amended and Restated CME Group Inc.

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

10.13 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.

10.14 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.

10.15 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.

10.8 Amended and Restated Commercial Paper Dealer Agreement, dated as of October 20, 2014, among CME Group Inc., as Issuer, and Barclays Capital Inc., as Dealer (incorporated by reference to Exhibit 4.1 above).

10.9 Amended and Restated Commercial Paper Dealer Agreement, dated as of October 20, 2014, between CME Group Inc., as Issuer, and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Dealer (incorporated by reference to Exhibit 4.2 above).

10.10 Amended and Restated Commercial Paper Dealer Agreement, dated as of October 20, 2014, between CME Group Inc., as Issuer, and Goldman, Sachs & Co., as Dealer (incorporated by reference to Exhibit 4.3 above).

10.11 Amendment No.

8 unchanged sentences

6 (incorporated by reference to Exhibit 10.1 to CME Group Inc.’s Current Report on Form 8-K, filed with the SEC on April 28, 2022).

10.13 Amendment No.

7 to Credit Agreement, dated as of April 26, 2023, among Chicago Mercantile Exchange Inc., Bank of America, N.A., in its capacity as administrative agent, Citibank, N.A., in its capacity as collateral agent and collateral monitoring agent, and the banks party thereto.

The Amended Credit Agreement, as amended through Amendment No.

7, among Chicago Mercantile Exchange Inc., each of the banks party thereto, Bank of America, N.A., in its capacity as administrative agent, and Citibank, N.A., in its capacity as collateral agent and collateral monitoring agent, is attached as Annex A to Amendment No.

7 (incorporated by reference to Exhibit 10.1 to CME Group Inc.’s Current Report on Form 8-K, filed with the SEC on April 28, 2023).

10.14(1) Form of Equity Grant Letter for Restricted Shares (incorporated by reference to Exhibit 10.1 to CME Group Inc.'s Form 10-Q, filed with the SEC on November 3, 2021).

Number Description of Exhibit

10.15(1) Form of Equity Grant Letter for Annual Grant of Performance Shares (incorporated by reference to Exhibit 10.1(1) to CME Group Inc.’s Form 10-Q, filed with the SEC on November 1, 2023)

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

10.21(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).

10.22(1) Retirement Agreement, dated as of April 12, 2022, between Chicago Mercantile Exchange Inc.

and Kevin Kometer (incorporated by reference to Exhibit 10.1 to CME Group Inc.’s Current Report on Form 8-K filed with the SEC on April 14, 2022).

10.17(2) License Agreement, dated June 29, 2012, between Standard & Poor’s Financial Services LLC and Chicago Mercantile Exchange Inc.

(incorporated by reference to Exhibit 10.5 to CME Group Inc.'s Form 10-Q, filed with the SEC on August 3, 2022).

Number Description of Exhibit

10.18(1) CME Group Inc.

Severance Plan, as amended and restated, effective March 7, 2023 (incorporated by reference to Exhibit 10.1 to CME Group Inc.’s Form 8-K, filed with the SEC on March 10, 2023).

10.19(1) Retirement Agreement, effective as of March 29, 2023, between Chicago Mercantile Exchange Inc.

and Sean Tully (incorporated by reference to Exhibit 10.1 to CME Group Inc.’s Form 8-K, filed with the SEC on March 30, 2023).

10.20(1) Retirement Agreement, effective as of November 8, 2023, between Chicago Mercantile Exchange Inc.

and John Pietrowicz (incorporated by reference to Exhibit 10.1 to CME Group Inc.’s Form 8-K, filed with the SEC on November 13, 2023).

10.21(1) CME Group Inc.

Annual Incentive Plan, as amended and restated effective as of October 2, 2023 (incorporated by reference to Exhibit 10.2 to CME Group Inc.’s Form 8-K, filed with the SEC on November 13, 2023).

10.22(1) Amended and Restated Agreement, effective as of December 6, 2023, 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 6, 2023).

21.1* List of Subsidiaries of CME Group Inc.

1 unchanged sentence

31.1* Section 302—Certification of Terrence A.

31.2* Section 302—Certification of John W.

31.2* Section 302—Certification of Lynne Fit z patrick .

32.1* Certification Pursuant to 18 U.S.C.

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

97.1* CME Group Inc.

Compensation Recoupment Policy for Executive Officers effective as of October 2, 2023.

101 The following materials from CME Group Inc.’s Annual Report on Form 10-K for the year ended December 31, 2023, formatted in Inline XBRL (Extensible Business Reporting Language):

8 unchanged sentences

CME Group Inc.

/ S / J OHN W.

/ S / LYNNE FITZPATRICK

Lynne Fitzpatrick

Senior Managing Director and Chief Financial Officer

3 unchanged sentences

Chairman of the Board, Director and Chief Executive Officer

/ S / JOHN W.

/ S / LYNNE FITZPATRICK

Senior Managing Director and Chief Financial Officer

Lynne Fitzpatrick

/ S / JACK TOBIN

Managing Director and Chief Accounting Officer

/ S / KATHRYN BENESH

Kathryn Benesh

/ S / TIMOTHY S.

/ S / CHARLES P.

/ S / DENNIS H.

/ S / ELIZABETH A.

1 unchanged sentence

/ S / BRYAN T.

/ S / ANA DUTRA

/ S / HAROLD FORD JR.

Harold Ford Jr.

/ S / MARTIN J.

/ S / LARRY G.

Lead Director

/ S / DANIEL R.

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/ S / DENNIS A.

Lead Director

/ S / ROBERT J.

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