What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2025-02-27 compared with 2024-02-28 · 133 added, 123 removed, 1031 unchanged (20% of the section changed)

16 unchanged sentences

Goodwill 10,486.9 10,495.3

Other assets (includes $0.0 and $0.1 in restricted cash) 3,685.6 3,714.4

Other assets 3,543.5 3,685.6

Total Assets $ 137,447.0 $ 129,706.1

12 unchanged sentences

Preferred stock, $0.01 par value, 10,000 shares authorized as of December 31, 2024 and 2023;

4,584 issued and outstanding as of December 31, 2023 and 2022, respectively — —

4,584 issued and outstanding as of December 31, 2024 and 2023 — —

Class A common stock, $0.01 par value, 1,000,000 shares authorized as of December 31, 2024 and 2023, 359,602 and 359,231 shares issued and outstanding as of December 31, 2024 and 2023, respectively 3.6 3.6

35 unchanged sentences

Net Income $ 3,525.8 $ 3,226.2 $ 2,691.0

net (income) loss attributable to non-controlling interests — — ( 0.5 )

Net Income Attributable to CME Group 3,226.2 2,691.0 2,636.4

Net Income Attributable to Common Shareholders of CME Group $ 3,481.5 $ 3,185.6 $ 2,657.2

16 unchanged sentences

Net unrealized holding gains (losses) arising during the period 0.2 0.6 ( 2.7 )

Reclassification of gains (losses) on sale included in investment income — — 0.3

Income tax benefit (expense) ( 0.1 ) ( 0.1 ) 0.7

12 unchanged sentences

Reclassification adjustment for (gain) loss included in other expense 2.2 9.7 —

Income tax benefit (expense) 2.2 — —

Foreign currency translation, net ( 56.6 ) 80.5 ( 195.4 )

1 unchanged sentence

Comprehensive income $ 3,475.9 $ 3,303.9 $ 2,504.2

comprehensive (income) loss attributable to non-controlling interest — — ( 0.5 )

Comprehensive income attributable to CME Group $ 3,303.9 $ 2,504.2 $ 2,555.0

See accompanying notes to consolidated financial statements.

10 unchanged sentences

Comprehensive

Income (Loss) Total CME Group Shareholders' Equity Non-controlling Interest Total Equity

Income (Loss) Total CME Group Shareholders' Equity

Balance at December 31, 2021 4,584 358,599 3 $ 22,193.9 $ 5,151.9 $ 53.5 $ 27,399.3

Net income 2,691.0 2,691.0

Other comprehensive income ( 81.4 ) ( 81.4 ) ( 81.4 )

Other comprehensive income (loss) ( 186.8 ) ( 186.8 )

Dividends of $8.50 per common share and per preferred share ( 3,096.1 ) ( 3,096.1 )

Issuance of preferred stock 4,584 965.0 965.0 965.0

Purchase of non-controlling interest ( 20.5 ) ( 20.5 ) ( 32.1 ) ( 52.6 )

Exercise of stock options 1 0.1 0.1

19 unchanged sentences

Net income 3,226.2 3,226.2

Other comprehensive income ( 186.8 ) ( 186.8 )

Other comprehensive income (loss) 77.7 77.7

Dividends of $9.65 per common share and preferred share ( 3,517.8 ) ( 3,517.8 )

Exercise of stock options 1 0.1 0.1

Vesting of issued restricted Class A common stock 241 ( 21.4 ) ( 21.4 )

18 unchanged sentences

Net income 3,525.8 3,525.8

Other comprehensive income 77.7 77.7

Other comprehensive income (loss) ( 49.9 ) ( 49.9 )

Dividends of $10.40 per common share and preferred share ( 3,795.2 ) ( 3,795.2 )

17 unchanged sentences

Depreciation and amortization 115.1 126.0 134.9

Gain on sale of building — — ( 30.4 )

Gain on joint venture — — ( 400.7 )

Net realized and unrealized (gains)/losses on investments ( 3.6 ) ( 72.1 ) ( 4.8 )

15 unchanged sentences

Proceeds from sale of business ventures 13.5 97.9 11.1

Payment for acquisition of subsidiary's interests from the non-controlling interest — — ( 52.9 )

Proceeds from the sale of building property — — 39.3

Net cash proceeds from OSTTRA joint venture transaction — — 100.7

Investment in S&P Dow Jones Indices LLC — — ( 410.0 )

10 unchanged sentences

Repayment of other borrowings, including call premiums — ( 16.4 ) ( 756.2 )

Proceeds from preferred stock offering — — 965.0

Cash dividends ( 3,584.2 ) ( 3,235.5 ) ( 2,633.5 )

2 unchanged sentences

Other ( 9.2 ) ( 9.3 ) ( 7.9 )

Net Cash Used in Financing Activities ( 48,339.3 ) ( 25,381.7 ) 69,908.7

Net Cash Provided by (Used in) Financing Activities 5,076.5 ( 48,339.3 ) ( 25,381.7 )

Net change in cash, cash equivalents, restricted cash and restricted cash equivalents 8,684.4 ( 44,864.6 ) ( 22,815.5 )

21 unchanged sentences

In addition, it operates one of the world’s leading central counterparty clearing houses.

CME Group offers clearing, settlement and guarantees for all products cleared through the clearing house.

CME Group offers clearing, settlement and guarantees for all products cleared through the clearing house, which is operated by CME.

Chicago Mercantile Exchange Inc.

3 unchanged sentences

(COMEX), wholly-owned subsidiaries of CME Group, are designated contract markets for the trading of futures and options contracts.

In September 2021, the company and IHS Markit launched a new joint venture, OSTTRA, to combine their post-trade services.

OSTTRA performs trade processing and risk mitigation services.

The company contributed the net assets of its optimization business, which included Traiana, TriOptima and Reset, to the joint venture and deconsolidated the net assets of the optimization business.

The financial statements and accompanying notes presented in this report exclude the assets, liabilities, revenues and expenses from the optimization business and include an investment in the joint venture and equity in net earnings from the joint venture after September 2021.

CME Group and its subsidiaries are referred to collectively as "the company" in the notes to the consolidated financial statements.

28 unchanged sentences

The company assesses, both at the inception of each hedge and on an ongoing basis, whether the derivative financial instruments that are designated as cash flow hedging transactions are highly effective in offsetting changes in cash flows of the hedged items.

For any hedges no longer deemed effective or for which hedge accounting is not applied, changes in fair value of the derivative instruments are recognized in earnings within other non-operating income (expense).

For any hedges no longer deemed effective or for which hedge accounting

is not applied, changes in fair value of the derivative instruments are recognized in earnings within other non-operating income (expense).

There were no outstanding derivative instruments at December 31, 2024.

15 unchanged sentences

The cash performance bonds and guaranty fund contributions are considered restricted cash as the cash deposits cannot be used for the company's operations or to satisfy any operational liabilities.

Cash performance bonds and guaranty fund contributions are included as restricted cash and restricted cash equivalents on the consolidated statements of cash flows.

Securities and other non-cash deposits may include U.S.

3 unchanged sentences

Interest and gains or losses on securities deposited to satisfy performance bond and guaranty fund requirements accrue to the clearing firm.

Non-cash performance bonds can also include letters of credit.

Because the benefits and risks of ownership accrue to the clearing firm, non-cash performance bonds and guaranty fund contributions are not reflected on the consolidated balance sheets.

Property is stated at cost, less accumulated depreciation and amortization.

Depreciation and amortization are calculated using the straight-line method, generally over two to nineteen years.

Depreciation and amortization are calculated using the straight-line method, generally over one to twenty years.

Property and equipment are depreciated over their estimated useful lives.

11 unchanged sentences

The company may test goodwill quantitatively for impairment by comparing the carrying value of a reporting unit to its estimated fair value.

Estimating the fair value of a

reporting unit involves significant judgments inherent in the analysis, including estimating the amount and timing of future cash flows and the selection of appropriate discount rates and long-term growth rate assumptions.

Estimating the fair value of a reporting unit involves significant judgments inherent in the analysis, including estimating the amount and timing of future cash flows and the selection of appropriate discount rates and long-term growth rate assumptions.

Changes in these estimates and assumptions could materially affect the determination of fair value for the reporting unit.

29 unchanged sentences

Clearing and Transaction Fees.

Clearing and transaction fees include per-contract charges for trade execution, clearing, trading on the company's electronic trading platforms, portfolio reconciliation and compression services, risk mitigation, and other fees.

Clearing and transaction fees include per-contract charges for trade matching, clearing, trading on the company's electronic trading platforms, portfolio reconciliation and compression services, risk mitigation, and other fees.

Fees are charged at various rates based on the product traded, the method of trade, the exchange trading privileges of the customer making the trade and the type of contract.

The majority of our clearing and transaction fees are recognized as revenue upon successful execution of the trade.

The majority of our clearing and transaction fees are recognized as revenue upon successful execution of the trade, which represents completion of our trade matching, novation and clearing activities.

Therefore, unfilled or canceled buy and sell orders have no impact on revenue.

3 unchanged sentences

The reserve is based on the historical pattern of adjustments processed as well as management's estimate of future adjustment activity.

This reserve has historically been immaterial.

The company believes the reserve is adequate to cover estimated adjustments as of December 31, 2024 and 2023.

9 unchanged sentences

Concentration of Revenue.

No clearing firms represented at least approximately 10 % of the company's clearing and transaction fee revenue in 2023.

One clearing firm represented at least approximately 10 % of the company's clearing and transaction fee revenue in 2022 and 2021.

Should a clearing firm withdraw from the company, management believes that the customer portion of that firm's trading activity would likely transfer to another clearing firm.

One clearing firm represented at least approximately 10 % of the company's clearing and transaction fee revenue in 2024 and 2022, but no clearing firms represented at least approximately 10 % of the company's clearing and transaction fee revenue in 2023.

Should a clearing firm withdraw from the company, management believes

that the customer portion of that firm's trading activity would likely transfer to another clearing firm.

Therefore, management does not believe that the company is exposed to significant risk from the ongoing loss of revenue received from a particular clearing firm.

17 unchanged sentences

The company reports the results of its operations as one operating segment primarily comprised of the businesses of CME, CBOT, NYMEX, COMEX and our cash markets business.

The individual operations of the company do not meet the thresholds for reporting separate segment information.

The individual operations of the company do not meet the criteria for classification as separate reporting segments.

Recent Accounting Pronouncements.

The following accounting pronouncements were issued during 2024:

In November 2023, the FASB issued an accounting update that requires public entities to provide in interim periods all disclosures about a reportable segment's profit or loss and assets that are currently required annually.

Entities are permitted to disclose more than one measure of a segment's profit or loss if such measures are used by the chief operating decision-maker to allocate resources and assess performance, as long as at least one of those measures is determined in a way that is most consistent with the measurement principles used to measure the corresponding amounts in the consolidated financial statements.

The guidance is effective beginning with our annual report on Form 10-K for the fiscal year ended December 31, 2024 and for interim periods thereafter.

The disclosures must be applied retrospectively to all periods presented in the financial statements and early adoption is permitted.

The company does not believe that adoption of this guidance will have a material impact on the consolidated financial statements.

In December 2023, the FASB issued an accounting update that requires public business entities to disclose in their rate reconciliation table additional categories of information about federal, state and foreign income taxes and to provide more details about the reconciling items in certain categories if they meet a quantitative threshold.

It is also noted that this guidance requires all entities to disclose annually income taxes paid (net of refunds received) disaggregated by federal, state and foreign taxes and to disaggregate the information by jurisdiction based on a quantitative threshold.

The guidance is effective for annual periods beginning in 2025 and may be applied prospectively or retrospectively.

The company is in the process of evaluating the impact of this update on our consolidated financial statements.

In November 2024, the FASB issued final guidance requiring public business entities to provide disclosures, in tabular format, of each relevant expense line item on the face of the income statement in continuing operations as disaggregated into the following:

purchases of inventory, employee compensation, depreciation, intangible asset amortization and depreciation, depletion and amortization of capitalized acquisition, exploration and development costs recognized as part of oil- and gas-producing activities, or other amounts of depletion expense.

Specified expenses, gains, or losses that are already disclosed under existing U.S.

GAAP are required to be included in the disaggregated income statement expense line item disclosures, and any remaining amounts need to be described qualitatively.

The disclosures are effective beginning in 2027, and required on an annual and interim basis.

Entities may apply the guidance prospectively or retrospectively.

Early adoption is permitted.

Adoption of this guidance is not expected to have a material impact on our consolidated financial statements.

REVENUE RECOGNITION

1 unchanged sentence

Clearing and transaction fees.

Clearing and transaction fees include electronic trading fees and brokerage commissions, surcharges for privately-negotiated transactions, portfolio reconciliation and compression services, risk mitigation and other volume-related charges for trade contracts.

Clearing and transaction fees are assessed upfront at the time of trade execution.

As such, the company recognizes the majority of the fee revenue upon successful execution of the trade.

The minimal remaining

portion of the fee revenue related to settlement activities performed after trade execution is recognized over the short-term period that the contract is outstanding, based on management’s estimates of the average contract lifecycle.

The minimal remaining portion of the fee revenue related to settlement activities performed after trade execution is recognized over the short-term period that the contract is outstanding, based on management’s estimates of the average contract lifecycle.

These estimates are based on various assumptions to approximate the amount of fee revenue to be attributed to services performed through contract settlement, expiration, or termination.

8 unchanged sentences

Fees for these services are generally billed monthly.

Market data services are satisfied over time and revenue is recognized on a monthly basis as the customers receive and consume the benefit of the market data services.

Market data services are satisfied over time and revenue is recognized on a monthly basis

as the customers receive and consume the benefit of the market data services.

However, the company also maintains certain annual license arrangements with one-time upfront fees.

6 unchanged sentences

This fee revenue is recognized monthly as billed as the customers receive and consume the benefits of the services.

The company also has an equity membership program which provides equity members the option to substitute a monthly subscription fee for their existing requirement to hold CME Group Class A common stock.

The company also has an equity membership program which provides equity members the option to pay a monthly subscription fee in satisfaction of their existing requirement to hold CME Group Class A common stock.

Choosing to pay this fee in lieu of holding Class A shares is entirely voluntary and the client's choice.

14 unchanged sentences

Interest Rate Swap 88.2 83.0 65.4

Optimization — — 59.9

Total clearing and transaction fees 4,988.2 4,588.5 4,142.7

12 unchanged sentences

Changes in the contract liability balances during 2024 were not materially impacted by any other factors.

The balance of contract liabilities was $13.2 million and $12.7 million as of December 31, 2023 and 2022, respectively.

The balance of contract liabilities wa s $15.6 million and $13.2 million as of December 31, 2024 and 2023, respectively.

PERFORMANCE BONDS AND GUARANTY FUND CONTRIBUTIONS

1 unchanged sentence

In its guarantor role, the clearing house has precisely equal and offsetting claims to and from clearing firms on opposite sides of each contract, standing as an intermediary on every contract cleared.

In the U.S., clearing firm funds are held according to Commodity and Futures Trading Commission (CFTC) regulatory account segregation standards.

In the U.S., clearing firm funds are held

according to Commodity and Futures Trading Commission (CFTC) regulatory account segregation standards.

To the extent that funds are not otherwise available to satisfy an obligation under the applicable contract, the clearing house bears counterparty credit risk in the event that future market movements create conditions that could lead to clearing firms failing to meet their obligations to the clearing house.

5 unchanged sentences

These balances may fluctuate significantly over time due to investment choices available to clearing firms and changes in the amount of contributions required.

Cash performance bonds and guaranty fund contributions are included as restricted cash and restricted cash equivalents on the consolidated statements of cash flows.

The clearing house marks-to-market open positions at least once a day (twice a day for futures and options contracts), and requires payment from clearing firms whose positions have lost value and makes payments to clearing firms whose positions have gained value.

12 unchanged sentences

The cash deposited at the Federal Reserve Bank of Chicago is included within performance bonds and guaranty fund contributions on the consolidated balance sheets.

In 2024 and 2023, earnings from cash performance bond and guaranty fund contributions were $3,943.8 million and $5,073.9 million, respectively.

In 2024 and 2023, expense related to the distribution of interest earned on collateral reinvestments were $ 3,669.4 million a nd $4,717.5 million, respectively.

The earnings from cash performance bonds and guaranty fund contributions are included in investment income and the expense related to the distribution of interest earned is included in other non-operating income (expense) on the consolidated statements of income.

CME and The Options Clearing Corporation (OCC) have a perpetual cross-margin arrangement, whereby a clearing firm may maintain a cross-margin account in which a clearing firm's positions in certain equity index futures and options are combined with certain positions cleared by OCC for purposes of calculating performance bond requirements.

20 unchanged sentences

Treasury securities.

event that performance bonds, guaranty fund contributions and other assets required to support clearing membership of a defaulting clearing firm for cleared interest rate swap contracts are inadequate to fulfill that clearing firm's outstanding financial obligation, the interest rate swaps contracts guaranty fund is available to cover potential losses after first utilizing $ 150.0 million of corporate contributions designated by CME to be used in the event of a default of a cleared interest rate swap clearing firm.

In the event that performance bonds, guaranty fund contributions and other assets required to support clearing membership of a defaulting clearing firm for cleared interest rate swap contracts are inadequate to fulfill that clearing firm's outstanding financial obligation, the interest rate swaps contracts guaranty fund is available to cover potential losses after first utilizing $ 150.0 million of corporate contributions designated by CME to be used in the event of a default of a cleared interest rate swap clearing firm.

CME maintains a 364 -day multi-currency line of credit with a consortium of domestic and international banks to be used in certain situations by the clearing house.

6 unchanged sentences

In addition to the 364 -day fully secured, committed multi-currency line of credit, the company also has the option to use the $ 2.3 billion multi-currency revolving senior credit facility to provide liquidity for the clearing house in the unlikely event of default.

The clearing house is required under the Commodity Exchange Act in the U.S.

to segregate cash and securities deposited by clearing firms from its clearing member customers.

The company maintains 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.

The company currently does not have any borrowings outstanding under these facilities.

CME also maintains 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.

The company currently does not have any foreign currency trades outstanding under this facility.

The clearing house is required under the U.S.

Commodity Exchange Act to segregate cash and securities deposited by clearing firms from its clearing member customers.

In addition, the clearing house requires segregation of all funds deposited by its clearing firms from operating funds.

22 unchanged sentences

Total Letters of Credit $ 7,760.7 $ 8,548.1

_______________

All cash, securities and letters of credit posted as performance bonds are only available to meet the financial obligations of that clearing firm to the clearing house.

39 unchanged sentences

Goodwill activity consisted of the following for the years ended December 31, 2024 and 2023 :

(in millions) Balance at December 31, 2022 Other

(in millions) Goodwill

Balance at December 31, 2022 $ 10,482.5

CBOT Holdings $ 5,066.4 $ — $ 5,066.4

NYMEX Holdings 2,462.2 — 2,462.2

NEX 2,913.5 17.3 2,930.8

Other 40.4 ( 4.5 ) 35.9

Total Goodwill $ 10,482.5 $ 12.8 $ 10,495.3

(in millions) Balance at December 31, 2021 Other

Foreign currency translation 12.8

Balance at December 31, 2023 10,495.3

CBOT Holdings $ 5,066.4 $ — $ 5,066.4

NYMEX Holdings 2,462.2 — 2,462.2

NEX 2,959.0 ( 45.5 ) 2,913.5

Other 40.4 — 40.4

Total Goodwill $ 10,528.0 $ ( 45.5 ) $ 10,482.5

_______________

1) Other activity includes currency translation adjustments.

Foreign currency translation ( 8.4 )

Balance at December 31, 2024 $ 10,486.9

LONG-TERM INVESTMENTS

1 unchanged sentence

The investments are recorded in other assets on the consolidated balance sheets.

DME Holdings Limited.

The company owns a 50 % interest in DME Holdings Limited (DME Holdings), and accounts for its investment in DME Holdings using the equity method of accounting.

The carrying amount of the company's investment in DME Holdings was $ 13.8 million at December 31, 2023.

The company and DME Holdings maintain an agreement for Dubai Mercantile Exchange futures contracts to be exclusively traded on the CME Globex platform.

In January 2021, the company announced that it agreed with IHS Markit to combine their post-trade services into a new joint venture.

The joint venture, OSTTRA, was launched in September 2021.

GME Holdings Limited.

The company owns a 33 % interest in GME Holdings Limited (GME Holdings), and accounts for its investment in GME Holdings using the equity method of accounting.

Dubai Mercantile Exchange (DME) was rebranded as the Gulf Mercantile Exchange (GME) in 2024 to reflect its position as the key regional commodities exchange in the Middle East.

In June 2024, the company invested $ 3.5 million in GME Holdings in exchange for 3.5 million additional shares of GME.

This transaction was immediately followed by a secondary share sale to a third party of 15.5 million shares for $ 15.5 million , which ultimately reduced our stake in GME Holdings from 50 % to 33 %.

The company recognized a net gain of $ 9.2 million on the transaction as recorded in other non-operating income on the consolidated statements of income during 2024.

The carrying amount of the company's investment in GME Holdings was $ 11.6 million at December 31, 2024.

The company and GME Holdings maintain an agreement for Gulf Mercantile Exchange futures contracts to be exclusively traded on the CME Globex platform.

The company owns a 50 % equity interest in OSTTRA, which is a joint venture withe IHS Markit.

OSTTRA performs trade processing and risk mitigation services.

The company contributed the net assets of its optimization business, which included Traiana, TriOptima and Reset, to the new joint venture in exchange for $ 112.5 million in cash and a 50 % equity interest in OSTTRA.

In September 2021, the company deconsolidated its optimization business.

The company recognized a net gain of $ 400.7 million on the transaction in other non-operating income on the consolidated statements of net income during 2021.

The company accounts for its investment using the equity method of accounting.

9 unchanged sentences

The carrying amount of the company's investment in CFETS was $ 58.4 million at December 31, 2024.

In May 2023, the company repaid the €15.0 million fixed rate notes.

Short-term debt consisted of the following at December 31, 2023 and 2022 (in U.S.

dollar equivalents):

Short-term debt consisted of the following at December 31, 2024 and 2023:

(in millions) 2024 2023

€15.0 million fixed rate notes due May 2023, stated rate of 4.30% $ — $ 16.0

$750.0 million fixed rate notes due March 2025, stated rate of 3.00% (1)

Total short-term debt $ 749.8 $ —

Long-term debt outstanding consisted of the following at December 31, 2023 and 2022 (in U.S.

dollar equivalents):

_______________

(1) The company maintained a forward-starting interest rate swap agreement that modified the interest obligation associated with these notes so that the interest payable on the notes effectively became fixed at a rate of 3.11 %.

Long-term debt outstanding consisted of the following at December 31, 2024 and 2023:

(in millions) 2024 2023

$750.0 million fixed rate notes due March 2025, stated rate of 3.00% (1)

$ 749.1 $ 748.4

$500.0 million fixed rate notes due June 2028, stated rate of 3.75%

6 unchanged sentences

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

Short term and long-term debt maturities, at par value (in U.S.

dollar equivalents), were as follows as of December 31, 2023:

Short term and long-term debt maturities, at par value were as follows as of December 31, 2024:

(in millions) Par Value

1 unchanged sentence

The company is subject to regulation under a wide variety of U.S., federal, state and foreign tax laws and regulations.

Income before income taxes and the income tax provision consisted of the following for the years ended December 31, 2023 and 2022 and 2021:

Income before income taxes and the income tax provision consisted of the following for the years ended December 31, 2024, 2023 and 2022:

(in millions) 2024 2023 2022

18 unchanged sentences

State taxes, net of federal benefit 4.1 3.3 3.9

Gain on formation of OSTTRA — — ( 2.5 )

Statutory rate change — — 1.1

Foreign-derived intangible income deduction

4 unchanged sentences

The increases to the effective tax rate for the state taxes were partially offset by the foreign-derived intangible income (FDII) deduction.

In 2021, the effective tax rate was higher than the statutory tax rate.

The increase to the effective tax rate for the state taxes and the impact of the statutory rate change in the United Kingdom was partially offset by the non-taxable gain on the formation of OSTTRA and the FDII deduction.

At December 31, 2024 and 2023, deferred income tax assets (liabilities) consisted of the following:

2 unchanged sentences

Net operating losses $ 5.3 $ 3.4

Property 12.8 —

Accrued expenses, compensation, leases and other 123.9 131.4

13 unchanged sentences

The ultimate realization of the deferred income tax assets depends on the ability to generate sufficient taxable income of the appropriate character in the future and in the appropriate taxing jurisdictions.

At December 31, 2023 and 2022, the company had domestic and foreign income tax loss carry forwards of $ 16.0 million and $ 17.6 million, respectively.

These amounts primarily related to losses from the acquisition of NEX Group plc, the acquisition of Pivot, Inc., and losses incurred in the operation of various foreign entities.

At December 31, 2023 and 2022, the company determined that it was not more-likely-than-not that certain foreign deferred income tax assets will be fully realized.

As a result, valuation allowances of $ 0.4 million was recorded at December 31, 2023 and 2022.

At December 31, 2024, the company had domestic income tax loss carryforwards of $ 25.1 million of which $ 22.1 million will expire between 2030 and 2036 and $ 3.0 million can be carried forward indefinitely.

These amounts primarily relate to losses from the acquisition of NEX Group plc and the acquisition of Pivot, Inc.

No valuation allowance was recorded at December 31, 2024 and a valuation allowance of $ 0.4 million was recorded at December 31, 2023.

The following is a summary of the company’s unrecognized tax benefits at December 31, 2024, 2023 and 2022:

16 unchanged sentences

federal income tax as well as income taxes in Illinois and multiple other state, local and foreign jurisdictions.

As of December 31, 2023, substantially all federal and United Kingdom income tax matters had been concluded through 2013 and state income tax matters have been concluded through 2018.

As of December 31, 2024, substantially all federal income tax matters have been concluded through 2016 other than the Section 199 deduction.

On April 15, 2024, the company filed a court case with the U.S.

court of Federal Claims

related to the Section 199 deduction.

All United Kingdom income tax matters have been concluded through 2017, and substantially all state income tax matters have been concluded through 2019.

EMPLOYEE BENEFIT PLANS

15 unchanged sentences

Balance at December 31 $ 364.0 $ 351.5

The aggregate accumulated benefit obligation was $ 323.2 million and $ 294.4 million at December 31, 2023 and 2022, respectively.

The aggregate accumulated benefit obligation was $ 335.6 million an d $ 323.2 million at December 31, 2024 and 2023, respectively.

The following is a summary of the change in fair value of plan assets:

15 unchanged sentences

Total $ 367.5 $ 350.8

At December 31, 2023, the fair value of pension plan assets had a shortfall of the projected benefit obligation by $ 0.7 million and the shortfall was recorded as a non-current pension liability in other liabilities.

At December 31, 2024, the fair value of pension plan assets exceeded the pension benefit obligation by $ 3.5 million and the excess was recorded as a non-current pension asset in other assets.

CME's funding goal is to have its pension plan 100 % funded at each year-end on a projected benefit obligation basis, while also satisfying any minimum required contribution and obtaining the maximum tax deduction.

CME's funding goal is to have its pension plan 100 % funded at each year-end on a projected benefit obligation basis, while also satisf ying any minimum required contribution and obtaining the maximum tax deduction.

Year-end 2024 assumptions have been used to project the assets and liabilities from December 31, 2024 to December 31, 2025.

1 unchanged sentence

However, the amount of the actual contribution is contingent on various factors, including the actual rate of return on the plan assets during 2025 and the December 31, 2025 discount rate.

The components of net pension expense and the assumptions used to determine the end-of-year projected benefit obligation and net pension expense in aggregate at December 31, 2023 and 2022 and 2021 are indicated below:

(in millions) 2024 2023 2022

55 unchanged sentences

employees, the company maintains defined contribution savings plans for employees in international locations.

Aggregate expense for all of the defined contribution savings plans amounted to $ 19.7 million , $ 18.3 million and $ 24.7 million in 2023, 2022 and 2021, respectively.

Aggregate expense for all of the defined contribution savings plans amount ed to $ 20.8 million, $ 19.7 million and $ 18.3 million in 2024, 2023 and 2022, respectively.

CME Non-Qualified Plans.

15 unchanged sentences

All benefits to be paid under the MRRP are based on reasonable actuarial assumptions, which are based upon the amounts that are available and are expected to be available to pay benefits.

There w ere no co ntributions to the plan in 2023, 2022 and 2021.

There were no contributions to the plan in 2024, 2023 and 2022.

At December 31, 2024 and 2023, the obligation for the MRRP totaled $ 7.3 million and $ 8.7 million, respectively.

Assets with a fair value of $ 10.8 million and $ 12.0 million have been allocated to this plan at December 31, 2023 and 2022, respectively, and are included in marketable securities and cash and cash equivalents on the consolidated balance sheets.

Assets with a fair value of $ 9.0 million and $ 10.8 million have been allocated to this plan at December 31, 2024 and 2023, respectively, and are included in marketable securities and cash and cash equivalents on the c onsolidated balance sheets.

The balances in this plan are subject to the claims of general creditors of COMEX.

1 unchanged sentence

The operating leases have remaining lease terms of up to 13 years, some of which include options to extend or renew the leases for up to an additional five years, and some of which include options to early terminate the leases in less than 12 months.

Management evaluates the exercisability of

these options at least quarterly in order to determine whether the contract term must be reassessed.

Management evaluates the exercisability of these options at least quarterly in order to determine whether the contract term must be reassessed.

For a small number of the leases, primarily the international locations, management's approach is to enter into short-term leases for a lease term of 12 months or less in order to provide for greater flexibility in the local environment.

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On December 2, 2021, the court granted the plaintiffs’ motion for certification of a damages-only class.

No trial date has been set.

Given the uncertainty of factors that may potentially affect the resolution of the matter, at this time the company is unable to estimate the

reasonably possible loss or range of reasonably possible losses in the unlikely event it were found to be liable at trial.

In early 2024, the defendants moved for summary judgment on all claims.

The court heard oral argument on that motion on January 31, 2025.

Should the case proceed past summary judgment in whole or in part, the Court has set the matter for a jury trial starting on July 7, 2025.

Plaintiffs have

produced an expert report estimating damages through June 30, 2023, and claiming that additional damages in an unspecified amount continue to accrue on a daily basis through final judgment.

The defendants believe that the damages report is invalid under Illinois law and on that basis have filed a motion to exclude the expert from offering an opinion at trial and a motion to decertify the class.

Given the uncertainty of factors that may potentially affect the resolution of the matter, at this time the company is unable to estimate the reasonably possible loss or range of reasonably possible losses in the unlikely event it were found to be liable at trial.

Based on its investigation to date, the company believes that it has strong factual and legal defenses to the claims.

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Intellect ual Property Indemnifications.

Certain agreements with customers and other third parties related to accessing the CME Group platforms, utilizing market data services and licensing CME SPAN software may contain indemnifications from intellectual property claims that may be made against them as a result of their use of the applicable products and/or services.

Certain agreements with customers and other third parties related to accessing the CME Group platforms, utilizing market data services and licensing CME SPAN and SPAN 2 software may contain indemnifications from intellectual property claims that may be made against them as a result of their use of the applicable products and/or services.

The potential future claims relating to these indemnifications cannot be estimated and therefore no liability has been recorded.

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If payments to participants were to exceed this amount, payments would be pro-rated.

Clearing members and customers must register in advance with the company and provide certain documentation in order to substantiate their eligibility .

Clearing firms and customers must register in advance with the company and provide certain documentation in order to substantiate their eligibility .

The company believes that its guarantee liability is nominal and therefore has not recorded any liability at December 31, 2024.

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The Series G preferred stock is non-voting and is convertible into Class A common stock at a specified conversion rate, which is initially 1:1.

The Series G preferred stock ranks on a parity basis with the Class A

common stock with respect to dividend and liquidation rights and therefore participates in the earnings and losses of CME Group on the same basis as Class A common stock.

The Series G preferred stock ranks on a parity basis with the Class A common stock with respect to dividend and liquidation rights and therefore participates in the earnings and losses of CME Group on the same basis as Class A common stock.

Associated Trading Rights.

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Effective May 4, 2022, the number of Class A shares reserved under the plan was increased from 500,000 to 800,000 , of which approximately 510,567 shares have been purchased through December 31, 2024 (See note 15 for further discussion).

Share Repurchase Program.

In December 2024, the Board of Directors approved a share repurchase program, which authorizes the company to repurchase up to $ 3.0 billion of CME Group Class A common stock at prevailing market prices.

As of December 31, 2024, there have been no shares repurchased under this program.

The timing of any repurchases and the number of shares repurchased under the share repurchase program are within the discretion of CME Group and may be affected by various factors, including general market and economic conditions;

the market price of the Class A 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 CME Group to acquire any particular amount of Class A common stock and may be modified, suspended or terminated at any time.

STOCK-BASED PAYMENTS

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Awards granted generally vest over a four-year period, with 25 % vesting one year after the grant date and on that same date in each of the following three years.

Total compensation expense for all stock-related awards (including ESPP) and total income tax benefit recognized on the consolidated statements of income for these awards at December 31, 2023 and 2022 and 2021 were as follows:

(in millions) 2024 2023 2022

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These shares are not subject to any vesting restrictions.

Expense of $ 3.6 million, $ 3.6 million and $ 2.9 million related to these stock-based payments was recognized for the years ended December 31, 2023, 2022 and 2021, respectively.

Expense of $ 3.6 million related to these stock-based payments was recognized for the years ended December 31, 2024, 2023 and 2022.

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

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Other comprehensive income before reclassifications and income tax benefit (expense) 0.2 12.2 — ( 61.0 ) ( 48.6 )

Reclassification adjustment for loss included in net income — — — 9.7 9.7

Amounts reclassified from accumulated other comprehensive income — 0.1 ( 3.6 ) 2.2 ( 1.3 )

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Non-Recurring Fair Value Measurements.

During 2023, t he company recognized net unrealized losses of $ 1.4 million on equity investments without readily determinable fair value.

During 2024, the company recognized net unrealized losses of $ 6.6 million on equity investments without readily determinable fair value.

The fair value of these investments were estimated to be $ 11.6 million at December 31, 2024.

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The fair value measurements of these investments are considered level 3 and non-recurring.

This investment is included in other assets on the consolidated balance sheet.

Fair Values of Debt Notes.

The follo wing presents the estimated fair values of long-term debt notes, which are carried at amortized cost on the consolidated balance sheets.

The follo wing presents the estimated fair values of short-term and long-term debt notes, which are carried at amortized cost on the consolidated balance sheets.

The fair values below are classified as level 2 under the fair value hierarchy and were estimated using quoted market prices in inactive markets.

At December 31, 2023, the fair values (in U.S.

dollar equivalents) were as follows:

At December 31, 2024, the fair values were as follows:

(in millions) Fair Value Level

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$700.0 million fixed rate notes due June 2048 581.1 Level 2

SEGMENT REPORTING

The company's business is conducted through one reportable business segment, CME Group consolidated.

The company has one operating segment as this is the level at which resource allocation and operating decisions regarding company performance are evaluated and determined by the senior leadership team.

The company’s chief operating decision maker (CODM) is the senior leadership team that includes the Chairman and Chief Executive Officer, Chief Information Officer, Senior Managing Director Global Head of Fixed Income, President and Chief Financial Officer, Senior Managing Director and General Counsel, Senior Managing Director Global Head Equities, FX, and Alternative Products, Chief Human Resources Officer, Senior Managing Director Global Head of Commodities Markets, Chief Operating Officer and Global Head of Clearing, Chief Transformation Officer, and Chief Commercial Officer.

The members of the senior leadership team represent a cross-functional group of management, which evaluates the company’s operating results in order to evaluate performance and make decisions about the company’s operating matters.

The CODM reviews the financial results of CME Group consolidated on an ongoing basis throughout the year.

As a single segment, the segment profitability measure is consolidated net income.

Consolidated net income informs key operating decisions as made by the CODM, which include bonus allocation, discretionary share-based awards, liquidity and cash needs, new product development, existing product expansion, and product discontinuation.

Consolidated net income is deemed the best indicator of segment performance.

Segment assets are not reported to, or used by, the CODM to allocate resources or to assess performance.

The CODM evaluates current period consolidated net income performance as compared to prior periods, budgeted results, and forecasts.

The CODM reviews consolidated revenues as disaggregated by the following:

clearing and transaction fees as a combination of rate per contract and average daily volume for each major asset class, market data fee revenue, and other revenue.

The significant expense categories are consistent with those presented on the face of the consolidated statements of income.

The components of non-operating income are also reviewed by the CODM.

It is noted that the level of financial information provided to the CODM is consistent with the financial statement line items as disclosed in our consolidated statements of income.

EARNINGS PER SHARE

The company uses the two-class method to calculate basic and diluted earnings per common share because its Series G preferred stock are participating securities.

Under the two-class method, undistributed earnings are allocated to common stock and participating securities according to their respective rights in undistributed earnings, as if all of the earnings for the period

had been distributed.

Basic earnings per common share is computed by dividing the net income attributable to common shareholders by the weighted average number of common shares outstanding during the period.

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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 8. Financial Statements and Supplementary Data