CME GROUP INC. 10-K

ITEM 1. BUSINESS CME Group enables clients to trade futures, options, cash and over-the-counter (OTC) products, optimize portfolios, and analyze data - empowering market participants worldwide the ability to efficiently manage risk and capture opportunities. CME Group provides primary price discovery and referential pricing information through its market data in a variety of formats, including real-time, historical and derived data for customers in both listed and cash products. CME Group also offers industry-leading research and analytics tools to provide customers with market education resources. In addition, it operates one of the world's leading central counterparty clearing providers. GENERAL DEVELOPMENT OF BUSINESS CME was founded in 1898 as a not-for-profit corporation. It established its clearing house in 1919, which is operated as part of CME. CME demutualized in 2000, and in 2002 its parent company, CME Group, completed an initial public offering of its Class A common stock (Nasdaq: CME). CME Group subsequently acquired CBOT Holdings, Inc. in 2007, NYMEX Holdings, Inc. (NYMEX and COMEX) in 2008, the Kansas City Board of Trade in 2012 and NEX Group plc (NEX) in 2018. The combination with NEX expanded our global customer base and product offerings through the complementary combination of CME Group’s exchange-traded derivative products and NEX’s cash and OTC products. It also created a leading, client-centric, global markets company, generating capital efficiencies across futures, cash and OTC products for market participants seeking to lower their cost of trading and better manage risk. Our principal executive offices are located at 20 South Wacker Drive, Chicago, Illinois 60606, our telephone number is 312-930-1000 and our website is cmegroup.com . DESCRIPTION OF BUSINESS CME Group exchanges offer the widest range of global benchmark products across interest rates, equity indexes, foreign exchange (FX), and agricultural, energy and metals commodities. We also offer cash and repo fixed income trading via BrokerTec, and spot and OTC FX trading via EBS. Additionally, we operate one of the world’s leading central counterparty clearing providers. Derivatives Exchange Business: Through our derivatives exchanges and clearing house, we believe our customers prefer CME Group's diversity of products, liquidity, price transparency and technological capabilities. Market liquidity - or the ability of a market to absorb the execution of large purchases or sales quickly and efficiently - is key to attracting and retaining customers and contributing to a market's success. Our products provide a means for hedging, speculation and asset allocation related to the risks associated with, among other things, interest rate sensitive instruments, equity ownership, changes in the value of foreign currency and changes in the prices of agricultural, energy and metal commodities. • CME's product slate includes agricultural, equities, FX, OTC Interest Rate Swaps complex, cryptocurrencies/alternative investments and interest rate products, including Secured Overnight Financing Rate (SOFR) futures and options, Fed Funds futures and options, livestock and cash-settled contracts based on the S&P 500, Micro E-mini Equity Index contracts, Nasdaq-100, FTSE Russell, Nikkei and Bitcoin and Ether futures and options. • CBOT's product slate consists of agricultural, equities and interest rate products, including contracts for United States (U.S.) Treasury futures, soybean, corn and wheat and contracts based on the Dow Jones Industrial Index. • NYMEX's product slate consists of energy and metals products, including contracts for crude oil, natural gas, heating oil (or low sulfur diesel), gasoline, emissions (GEO, N-GEO and C-GEO), platinum and palladium. • COMEX's product slate consists of metals products, including contracts for gold, silver, copper and other base, ferrous and battery metals. We believe the breadth and diversity of our products and services lines are beneficial to our customers and CME Group's overall performance. Our asset classes contain products designed to address differing risk management needs, and customers are able to manage risks and achieve operational and capital efficiencies by accessing our diverse products through our platforms and our clearing house. CME Group products are traded primarily through CME Globex, as well as by open outcry in Chicago for SOFR options and through privately negotiated transactions. We strive to provide the most flexible and scalable platforms to support the operational and capacity needs of our business along with the delivery of innovative technology solutions to the marketplace. Our CME Globex electronic trading system operates our central limit order book markets and is available on a global basis nearly 24 hours a day throughout the trading week. The CME Globex platform is accessible through a wide variety of vendor-provided and custom-built trading systems that benefit from our open application programming interface approach. For electronic and privately negotiated markets, we offer brokers and customers the CME Direct platform for arranging, executing, recording and risk-managing trades across all six major asset classes. We also provide the functionality to connect to CME Direct on a mobile device through our CME Direct Mobile application with full trading and on-the-go order management capabilities. 5 Table of Contents Together, our platforms offer: • certainty and flexibility of execution; • extensive capabilities to facilitate complex and demanding trading; • direct market access; • open access, price transparency and anonymity; • convenience and efficiency; • connectivity through highly secure, resilient and low-latency network options; • access to market data; and • global distribution, including connectivity through high-speed international telecommunications hubs in key financial centers. We maintain comprehensive business continuity and disaster recovery plans, as well as facilities designed to provide nearly continuous availability of our markets in the event of a business disruption or disaster. We also maintain incident and crisis management plans that address responses to disruptive events. The customer base of our derivatives exchanges includes professional traders, financial institutions, institutional and individual investors, major corporations, manufacturers, producers, governments and central banks. Customers may be members of one or more of our exchanges. Rights to directly access our derivatives markets will depend upon the nature of the customer, such as whether the entity or individual is a member of one of our exchanges or has executed an agreement with us for direct access. U.S. trading rights and privileges are exchange-specific. Open outcry trading is conducted exclusively by our members. Membership on one of our derivatives exchanges also enables a customer to trade specific products at lower fees. Under the terms of the organizational documents of our exchanges, our members have certain rights that relate primarily to trading right protections, certain trading fee protections and certain membership benefit protections. In 2024 , 85% of our contract volume was from trades by our members. CME Clearing Business: Through our clearing house operated by CME, we provide clearing and settlement services for a broad range of exchange-traded futures and options on futures contracts and OTC derivatives. Our integrated clearing function is designed to ensure the safety and the soundness of our markets by serving as the counterparty to every trade, becoming the buyer to each seller and the seller to each buyer, and limiting counterparty credit risk. The clearing house marks open positions to market at least twice a trading day, requiring payments from clearing firms whose positions have lost value and making payments to clearing firms whose positions have gained value. For select cleared-only markets, positions are marked-to-market daily, with the capacity to mark-to-market more frequently as market conditions warrant. The CME ClearPort front-end system provides access to our flexible clearing services over multiple asset classes. For certain of these exchange-traded derivatives contracts, the clearing house assists in the administration of physical delivery of the underlying product. The clearing house does not guarantee physical delivery. Rather, in the event of a delivery failure, the clearing house has a financial performance obligation to the clearing member whose actions or omissions did not cause or contribute to the delivery failure. The clearing house also monitors the risk and operational capabilities for facilitating the delivery for physically deliverable exchange-traded derivatives contracts as outlined below. The majority of clearing and transaction fees received from clearing firms represents charges for trades executed and cleared on behalf of their customers. One firm represented at least 10% of our clearing and transaction fees revenue for 2024. In the event a clearing firm were to withdraw, our experience indicates that the customer portion of the firm's trading activity would likely transfer to one or more other clearing firms of the exchange. Cash Markets Business: Our cash markets business comprises BrokerTec and EBS, primarily operated on CME Globex. Certain BrokerTec products are cleared through third-party clearing houses. BrokerTec is fully integrated with all major ISVs for order entry and staging as well as post trade for clearing and settlement, offering an efficient and fully electronic end-to-end trade workflow solution. BrokerTec and EBS offer anonymous and disclosed trading venues, offering clients multiple execution and distribution options and the benefit of an established and far-reaching distribution network of liquidity providers and consumers. BrokerTec operates global electronic trading for fixed income and money market products, with a leading position in cash U.S. Treasuries, European Government Bonds, and Repo on European Union (E.U.), United Kingdom (U.K.), U.S. and other international G10, emerging market fixed income instruments and Supranational and Agency Bonds. It facilitates trading for banks and non-bank professional trading firms. The BrokerTec Central Limit Order Book is a dealer-to-dealer electronic trading platform operated on CME Globex. BrokerTec Quote is a Request For Quote platform provided on third-party technology, that offers a dealer-to-client trading solution for the global government bond repo (including Emerging Markets) and credit repo markets. BrokerTec Quote also offers securities lending in European debt. BrokerTec Stream is a relationship-based trading platform offering U.S. Treasury instruments. 6 Table of Contents EBS provides for the trading of global FX products across major and emerging market currencies and Spot Precious Metals. EBS Market is a Central Limit Order Book electronic trading platform for spot FX, Spot Precious Metals and NDFs. EBS Direct is a relationship-based trading platform offering Spot FX, Spot Precious Metals (and previously, FX forwards and FX swaps until the cessation of that business in April 2024). Market Data Business: We offer a variety of market data services through industry-leading market data platforms and third-party distribution partners, which are designed to meet the risk-management, trading, investment and business needs of our global client base. To this end, we provide proprietary real-time and historical market data related to CME Group’s deeply liquid exchanges and cash markets businesses. We further offer derived cash markets pricing, third-party and alternative data sets, as well as a wide range of analytic tools. As customers continue to leverage cloud technology to improve and evolve their businesses, CME Group has taken a leading role by becoming the first derivatives marketplace to provide live market data natively on the Google Cloud. CME Group is also the distributor of leading benchmark equity and commodity indices on behalf of third parties, as well as a distributor and licensor of our own proprietary benchmarks and indices, including CME Term SOFR Reference Rates (CME Term SOFR) and Term €STR Reference Rates, which adhere to the IOSCO Principles for Financial Benchmarks and are administered by our U.K. regulated subsidiary, CME Benchmark Administration Limited. Our Strategic Initiatives The following is a description of our strategic initiatives: Maximize Futures and Options Growth Globally — We continue to focus on driving growth and new customer acquisition by expanding, innovating and scaling our core offerings, and increasing participation from customers. We do this by optimizing our global sales team, cross-selling certain products, expanding the strength of our existing benchmark products, launching new products and services, strengthening our existing product and service offerings, securing intellectual property rights to new products, enhancing our relationships and broadening our base of distribution partners, and deepening open interest in our core futures and options offerings. We have further focused on building upon cloud-based data distribution capabilities as a more flexible and potentially efficient means of providing data to our clients. In 2024, CME Group futures and options had a record average daily volume of 26.5 million contracts , with a volume record in our interest rates asset class for the third consecutive year. It was also a year of volume records for multiple products, including Treasury futures and Ultra 10 Year Treasury Note futures, SOFR futures, Bitcoin futures, Natural Gas (futures and options), Metals futures and options and a record number of contracts executed via Basis Trade at Index Close ("BTIC"). We continue to expand and deepen our customer base worldwide and offer customers around the world the most broad and diversified portfolio of benchmark products. Some of our new products introduced over the past year include: • Additional Cryptocurrency Reference Rates and Real-Time Indices • Options on Euro short-term Rate Futures (€STR) • E-mini S&P 500 Equal Weight Futures • Euro-denominated Bitcoin and Ether Futures • Credit Futures and Repo on Corporate Bonds on BrokerTec • CBOT Wheat - Euronext Milling Wheat No. 2 Spread futures contract and the KC HRW Wheat - Euronext Milling Wheat No. 2 Spread futures contract • Options on Bloomberg Commodity Index (BCOM) Futures • Spodumene • Yen- and U.S.-dollar denominated micro Nikkei Futures • Options on E-mini Select Sector Futures and Dow Jones U.S. Real Estate Index Futures In addition to the individual product launches noted above, we have completed many product extensions across our asset classes, including short-dated options products (Monday options on U.S. Treasury Futures, Tuesday and Thursday options on WTI Crude Oil, Tuesday and Thursday options on Gold, Silver, and Copper, and Bitcoin Friday futures). We continue to expand and deepen our customer base worldwide and offer customers around the world with the most broad and diversified portfolio of benchmark products. We believe we have a significant opportunity to expand the participation of our non-U.S. customer base in our markets. Our penetration of these markets lags our development in the U.S., and we believe that there is room for significant growth and development of these financial market s. In 2024, approximately 31% of our electronic futures and options volume was from transactions reported as outside the U.S. and approximately 54% of our market data revenue was derived from outside the U.S. We also achieved 17% growth in trading volume during European trading hours and 7% growth during Asia Pacific trading hours in 2024 compared to 2023. We have increased our customer base and continue to target cross-asset opportunities across client segments and across cash and futures platforms, driving sale and generating new client participation across all regions. We have a history of providing customer value and responsiveness and believe our products and services position us to help our customers adapt to and comply with new regulations, while enabling them to 7 Table of Contents efficiently manage their risks. We continue to add new channel partners to help us expand the reach of CME Group offerings. We have a broad distribution network around the globe comprised of a combination of internal and external channels and proprietary front-end capabilities. CME Group continues to introduce tools which assist our clients in managing their risks. The FX and Metals Market Profile Tools on Quant Analytics offer simple and effective methods for clients to compare and contrast our leading FX and metals products and liquidity pools side-by-side, which in turn enables clients to analyze their opportunity to minimize costs and achieve best execution by accessing highly complementary liquidity pools across cash and futures markets. We expect to continue to expand our analytics suite in the future as well. In 2024, we launched €STRWatch to help clients manage risk around European Central Bank (ECB) policy decisions. This tool builds on the success of CME Group’s FedWatch, SOFRWatch and TreasuryWatch tools. CME Group Volatility Indexes (CVOL) comprises a total of 42 indexes, including 7 unique broad-based benchmarks such as the Treasury Volatility Index and Commodity Volatility Index. In 2025, we are planning to launch CME FX Spot+ as another tool for our customers to increase access, transparency and trading opportunities across spot FX and FX futures markets. CME FX Spot+ is an all-to-all spot FX marketplace that will connect liquidity between two trading environments, whereby spot FX participants will have expanded access to CME FX futures liquidity in OTC spot terms within an open, transparent, central limit order book environment, while FX futures market users will have expanded access to OTC FX liquidity. We continue to enhance our retail strategy focusing on the growth of top-tier and large new-to-futures brokers, which resulted in a record number of new retail accounts. Retail remains a core tenet of our new client acquisition strategy, and we are focused on bringing new-to-futures brokers to our markets. Diversify our Business and Revenue - Our acquisition of NEX strengthened our role in global financial markets infrastructure and information services, adding complementary cash, spot, and OTC businesses, and scale to our listed interest rate and FX products, while broadening our global client base. It also further diversified our customer base and relationships outside the U.S. It gave us access to repo customers, and positioned us to grow our repo activity in the U.S. and Europe. It allows us to offer relative value trading solutions for the cash treasury marketplace, and to bring the expanded capabilities of our Globex platform to BrokerTec customers. The transaction expanded CME Group’s position in the large, highly-competitive and highly-fragmented global FX marketplace, offering both order book trading and relationship-based trading solutions for customers. The acquisition added strength in underlying customer marketplaces, especially around regional bank customers and other market participants outside of North America, and expanded our market data solutions beyond futures and options into cash and OTC offerings. CME Group is well-positioned to capitalize on its ability to license CME Term SOFR, administered by our subsidiary, CME Group Benchmark Administration Limited. CME Term SOFR is the only SOFR rate endorsed by the Alternative Reference Rates Committee (ARRC) and the Federal Reserve Board has formally endorsed the forward-looking term rates based on SOFR . In 2010, CME Group acquired a majority stake in Dow Jones Indexes, which was combined with S&P’s index business in 2012 to form S&P Dow Jones Indices LLC, of which CME Group now has a 27% ownership stake. S&P Dow Jones Indices LLC combines the world class capabilities of the S&P and Dow Jones Indices, and is a significant player in passive investing, including the exchange-traded fund (ETF) industry value chain. As part of the joint venture, we acquired a long-term, ownership-linked, exclusive license to list futures and options based on the S&P 500 Index and certain other S&P indices. We also act as the joint venture's licensing agent and distribution services provider. Our acquisition of the IHS Markit indices business (S&P Dow Jones Indices), includes leading fixed income and credit indices, such as iBoxx, iTraxx and CDX. In 2024, our subsidiary, CME Securities Clearing Inc. (CMESC) filed an application with the SEC to become a Securities Clearing Agency, which would be regulated by the SEC. The goal is for CMESC to help market participants comply with upcoming U.S. Treasury clearing requirements and, ultimately, to position the company to offer additional capital and operational efficiencies to its clients. We are preparing to launch this service following approval from the SEC. Deliver Unparalleled Customer Efficiencies and Operational Excellence - With changing regulatory requirements for many of our customers, including additional margin requirements on uncleared trades, and the need for greater efficiencies, we have added tools to enable customers to manage clearing positions in our markets in an efficient manner. With the ongoing implementation of regulatory reform in the U.S. and in Europe, along with global implementation of Basel III capital requirements on financial institutions, we expect centralized clearing and capital efficiencies to continue to be important for our global client base. We provide a comprehensive multi-asset-class clearing solution to market participants for maximum operational ease and the capital efficiency that comes with connecting to our clearing house. Our clearing services offer the ability to optimize collateral 8 Table of Contents and capital efficiencies across portfolios within the clearing house while meeting the heightened regulatory requirements on derivatives. The majority of our clearing volumes and activities are related to our listed futures and options, which represent the majority of our open interest and collateral held against these positions. We also offer clearing services for OTC interest rate swaps, FX forwards and commodity swaps. In 2023, we launched CME SPAN 2 for certain futures and options on energy products, an enhancement of our Standard Portfolio Analysis of Risk (SPAN) margin framework, which provides enhanced risk management capabilities in a single, unified interface across futures and options, cleared OTC products and portfolio margining programs. In 2024, we expanded SPAN 2 to equity products. As CME SPAN 2 is implemented, margins for diversified portfolios will consist of products using the enhanced CME SPAN 2 framework, in addition to the existing SPAN framework, ensuring appropriate levels of offsets will continue to be provided across products subject to the SPAN and SPAN 2 frameworks. CME Group provides various tools and services to assist customers with capital and operational efficiencies, including: • CME Clearing provides compression via coupon blending as well as CME CORE (Clearing Online Risk Engine), an interactive margin calculator that enables clients to optimize their capital by providing insights on margin requirements prior to trading. • Portfolio margining allows firms to capitalize on margin offsets between futures, options and cleared OTC instruments with common risk factors. Cross-margining allows firms to achieve portfolio margin efficiencies for offsetting positions between two clearing houses, including CME and Fixed Income Clearing Corporation (FICC) or CME and Options Clearing Corporation (OCC), through reduced performance bond requirements. Through an enhancement to our arrangement with FICC, in January 2024, we partnered with The Depository Trust & Clearing Corporation (DTCC) and began offering enhanced capital efficiencies to our eligible clearing firms when trading U.S. Treasury securities and CME Interest Rate Futures. With the new arrangement implemented, eligible clearing firms of CME and the Government Securities Division of DTCC's FICC can now cross-margin an expanded suite of products, including CME Group SOFR futures, Ultra 10-Year U.S. Treasury Note futures and Ultra U.S. Treasury Bond futures, with FICC-cleared U.S. Treasury notes and bonds and certain repo transactions. We continue to increase participation with a stable pipeline of additional interested clearing firms, as well as new market participants seeking access to the program. Partnership with Google Cloud - In November 2021, we announced a 10-year strategic partnership with Google Cloud to accelerate CME Group’s move to the cloud, which we expect will transform derivatives markets by expanding access and creating efficiencies for market participants. The partnership will focus on expanding access to CME Group’s infrastructure, advancing real-time data and analytics capabilities, co-innovating new products and services, increasing efficiencies and driving resiliency in the financial markets’ ecosystem. In 2022, we built our cloud instance on the CME Group Google Cloud platform. In 2023, we began executing against the plans to move our non-latency sensitive applications, including clearing and market data, to the CME Group Google Cloud Platform. The migration of these applications will enable a more efficient way for us to commercialize and launch new clearing and data products. In 2024, we began migrating our clearing applications to the Cloud and the majority of the daily clearing cycle processes for futures and options on futures are operating on the Cloud as of the end of 2024. The full migration of clearing processes is expected to be completed in 2025. In 2024, we also announced that Google Cloud will build a private Google Cloud region and co-location facility in Aurora, IL, which will allow our customers to choose their mode(s) of accessing our markets. We continue to make progress in preparing to move the markets. The partnership with Google Cloud allows us to modernize and simplify our architecture, enabling quicker delivery of value for internal and external customers while reducing operational risk and gaining operational efficiencies and maximizing the value of various analytics, including clearing analytics, which we expect we will be able to offer more bro adly. CME Group and Google Cloud have partnered and begun building a new private Google Cloud region, and a co-location facility, in Aurora, Illinois, which will host Google Cloud's platform designed to support global trading of CME Group's futures and options markets, and offer derivatives traders cloud-based, ultra-low-latency networking, and high-performance computing. Patents, Trademarks and Licenses We own the rights to a large number of trademarks, service marks, domain names and trade names in the U.S., Europe and other parts of the world. We have registered many of our most important trademarks in the U.S. and other countries. We hold the rights to a number of patents and have a number of patent applications pending. Our patents cover match engine, trader user interface, trading floor support, market data, general technology and clearing house functionalities. We also own copyrights to a variety of materials. Those copyrights, some of which are registered, include printed and online publications, websites, advertisements, educational materials, graphic presentations and other literature, both textual and electronic. We protect our 9 Table of Contents intellectual property rights by relying on trademarks, patents, copyrights, database rights, trade secrets, restrictions on disclosure and other methods. We offer equity index futures and options on key benchmarks, including S&P, Nasdaq, Dow Jones, FTSE Russell and fixed income index futures. These products are listed by us subject to license agreements with the applicable owners of the indexes, some of which are exclusive. In connection with S&P Dow Jones Indices, we have a license agreement (S&P License Agreement) for certain S&P stock indices and related trade names, trademarks and service marks in connection with the creation, marketing, trading, clearing and promoting of futures contracts and/or options on futures contracts that are indexed to certain S&P stock indices. Our license for the S&P 500 Index will be exclusive for futures and options until one year prior to the termination of the S&P License Agreement, and non-exclusive for the last year. The license for the other S&P stock indices is generally exclusive for futures and options. The term of the S&P License Agreement will continue until the date that is one year after the date that CME Group ceases to own at least 5% (accounting for dilution) of the outstanding interests in S&P Dow Jones Indices. Upon the occurrence of certain events, including certain terminations of the joint venture, the term may be extended up to an additional ten years. In connection with S&P Dow Jones Indices, we also have an exclusive license agreement (Dow Jones License Agreement) for certain Dow Jones indices. The initial term of the agreement is through June 30, 2026. Following the initial term, the Dow Jones License Agreement will automatically renew for renewal terms of five years thereafter, so long as there is open interest in any of CBOT’s or its affiliates’ products based on one or more of the Dow Jones licensed indices. In the event there is no open interest in any such products, then we may terminate the agreement. We also have an exclusive license agreement for certain Nasdaq indices through 2029. In 2015, we entered into an exclusive license agreement with FTSE Russell and launched the E-mini Russell 2000 futures in 2017. We pay the applicable third-party a revenue share under the terms of these licensing agreements. A copy of the S&P License Agreement has been filed as a material contract. Additionally, CME Group is the distributor of CME Term SOFR, a daily set of forward-looking interest rate estimates, calculated and published for 1-month, 3-month, 6-month and 12-month tenors and administered by CME Group Benchmark Administration Limited, a U.K. regulated subsidiary. We cannot guarantee we will be able to maintain the exclusivity of our licensing agreements with S&P, Dow Jones, Nasdaq and FTSE Russell or be able to maintain existing exclusive and non-exclusive licensing arrangements beyond the term of the current agreements or that any renewal will be on terms as favorable to us. In addition, we cannot guarantee that others will not succeed in creating stock index futures based on information similar to that which we own or have obtained by license, or that market participants will not increasingly use other instruments, including securities and options based on the S&P, Dow Jones, Nasdaq or FTSE Russell indices, to manage or speculate on U.S. stock risks or that clients select another interest rate alternative. Parties also may succeed in offering indexed products that are similar to our licensed products without being required to obtain a license, or in countries that are beyond our and/or our licensors' jurisdictional reach. Competition The industry in which we operate is highly competitive and has seen multiple new entrants over time, and we expect competition to continue to intensify and become more global, especially in light of changes in the financial services industry driven by regulatory reforms such as the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank), European Market Infrastructure Regulation (EMIR), EMIR 3.0, Markets in Financial Instruments Directive II (MiFID II), Capital Requirements Directive IV, Market Abuse Regulation, Benchmarks Regulation, Basel III and various other laws and regulations. Please also refer to the discussion below and in " Item 1A - Risk Factors" beginning o n page 16 for a description of competitive risks and uncertainties. Competition in our Derivatives Exchange Business We believe competition in the derivatives business is based on a number of factors, including, among others: • brand and reputation; • efficient and secure clearing, settlement and support services; • depth and liquidity of markets; • capital and margin efficiencies; • diversity of product offerings and frequency and quality of new product development and innovative services; • ability to position and expand upon existing products to address changing market needs; • efficient and seamless customer experience; • transparency, reliability, anonymity and security in transaction processing; • regulatory environment; 10 Table of Contents • connectivity, accessibility, flexibility in execution methods and distribution; • technological capability and innovation; and • overall transaction costs. We believe we compete favorably with respect to these factors. Our deep, liquid markets; diverse and complementary product offerings; frequency and quality of new product development; and efficient, secure clearing, settlement and support services, distinguish us from others in the industry. We believe that in order to maintain our competitive position, we must continue to expand globally; develop and offer new and innovative products; enhance our technology infrastructure, including its reliability, functionality and security; maintain liquidity and low transaction costs; continue to strengthen our risk management capabilities and solutions; and implement customer protections designed to ensure the integrity of our market and the confidence of our customers. We compete in a large and expanding financial services trading, clearing and settlement marketplace globally. Our competitors include, among other entities, exchanges such as Intercontinental Exchange, Inc. (ICE), Cboe Global Markets (Cboe), Euronext N.V., the Hong Kong Exchanges (HKEx) and Clearing Limited, and Deutsche Börse AG. We have also seen the emergence of new players in the derivatives exchange business, such as brokerage BGC Group’s launch of FMX Futures Exchange, and in some cases backed by market makers and broker-dealers, as well as crypto platforms. Competition also includes alternative means of developing exposures through alternative instruments (depending on market factors) such as cash, OTC, ETFs, options, warrants, contracts for differences, structured products and other offerings and incorporates large customer and channel internalization of trade flows and data. New emerging competitors have targeted different segments of our industry, with multiple execution models and products, and emerging technologies will continue to offer additional alternative products in the future. Competition in our industry continues to be dynamic, and recent developments and alliances may result in a growing number of well-capitalized trading service providers that compete with all or a portion of our business. Competition in our CME Clearing Business In recent years there has been increased competition in the provision of clearing services, and we expect competition to continue to increase in connection with compliance with Dodd-Frank, EMIR 3.0, Basel III, MiFID II and other various laws and regulations. Our competitors in the clearing services space include, among others, companies such as ICE, LCH Group, OCC, Cboe Clear, Depository Trust & Clearing Corporation, HKEx and Clearing, Japan Securities Clearing Corporation, LME Clear and Eurex Clearing. Six new derivatives clearing operators have gained approval in the U.S. in the last decade, including: LedgerX Clearing, Nodal Clear, Cboe Clear US, Bitnomial Clearinghouse, ForecastEx and Kalshi Klear. In light of the implementation of new regulatory requirements and other financial services reforms, we believe other exchanges and infrastructure providers also may undertake to provide clearing and other related post-trade services in the U.S. as CFTC-regulated clearing organizations. We believe competition in clearing services is based on, among other things, the value of providing customers with capital and margin efficiencies; quality and reliability of the services; creditworthiness of the clearing house; regulatory costs; timely delivery of the services; reputation; diversity of the service offerings; confidentiality of positions and information security protective measures; and the fees charged for the services provided. Competition in our Cash Markets Business The cash markets businesses face substantial competition across a wide array and growing number of venues. In FX, the marketplace is highly fragmented, and there is competition from other electronic communication networks, single-dealer platforms, bank-owned multi-participant platforms, streaming and request for quote services, trading venues tied to data platforms, voice brokers, other broker enabled platforms and other venues. There is a growing array of platforms and technologies, often owned by well-capitalized financial institutions and intermediaries that are also driving internalization of client FX trade flows. There is also increasing competition from foreign government entities providing financial inducements to establish new FX trading venues in their countries. In the fixed income space, there are also multiple providers of treasury, European and U.S. repo, and European bond trading, as well as other products such as corporate bonds, municipal bonds, mortgage-backed bonds and agencies, and a multitude of competitors and new entrants offering single-dealer liquidity, bank-owned multi-participant platforms, streaming and request for quote services, and other broker-and exchange-enabled platforms. Internalization is a growing part of the fixed income marketplace as well. We also face competition from parties able to offer both on-the-run and off-the-run marketplaces. A key strategy of a number of these alternative and emerging venues, is to offer their services at a significantly lower price in comparison to the established EBS and BrokerTec platforms, with the aim of enticing customer business, and the resulting shift of marketshare, away from our markets. 11 Table of Contents Competition in our Market Data Business Technology companies, market data and information vendors and front-end software vendors also represent actual and potential competitors because they have their own substantial market data calculation and distribution capabilities that could serve as alternative means for receiving open market data feeds instead of connecting directly to our exchange. Multiple other industry participants offer both referential and indicative pricing alternatives to our offerings, which are widely distributed and available across a variety of media. Distributors and consumers of our market data also may use our market data as an input into products that compete against our traded or cleared products. Although we may receive license fees for such products, such fees may not offset the impact of any loss in revenue from our comparable product. Regulatory Matters Our businesses are regulated and serve a customer base that includes regulated market participants, and as such, we are subject to extensive regulation, primarily in the U.S., U.K. and E.U. Developments in the regulatory environment therefore have the potential to significantly affect our businesses. Please also refer to the discussion below and in "Item 1A - Risk Factors" beginning on page 16 for a description of regulatory and legislative risks and uncertainties. Regulation of our Derivatives Business, Derivatives Clearing Business, and Swap Data Repositories Our operation of our U.S. futures exchanges and our derivatives clearing business are subject to extensive regulation by the CFTC that requires our regulated subsidiaries to satisfy the requirements of certain core principles relating to the operation and oversight of our markets and our clearing house. The CFTC carries out the regulation of the futures and swaps markets and clearing houses in accordance with the provisions of the Commodity Exchange Act as amended by, among others, the Commodity Futures Modernization Act and Dodd-Frank. Regulations implementing Dodd-Frank include rules relating to the implementation of mandatory clearing of certain OTC derivatives, swap reporting, operation of a clearing house, anti-manipulation, large trader reporting, product definitions, the definition of an agricultural commodity and certain provisions of the rules applicable to designated contract markets, swap execution facilities and swap data repositories. CME has been designated as a systemically important financial market utility and a systemically important derivatives clearing organization. These designations carry with them additional regulatory oversight of certain of our risk-management standards and clearing and settlement activities by the CFTC and the Federal Reserve Board. In connection with the global offering of our products and clearing services, this business is also subject to the rules and regulations of the local jurisdictions in which we conduct business, including the European Securities and Markets Authority (ESMA), the U.K. Financial Conduct Authority (FCA) and Bank of England, the Netherlands Authority for the Financial Markets (AFM) and the Federal Financial Supervisory Authority (BaFin) in Germany, among others. In 2024, our subsidiary, F&O Financial LLC received approval from the National Futures Association (NFA) to operate as an FCM. F&O Financial was established to prepare for potential future changes in the marketplace. It is not currently conducting any business. Regulation of our Cash Markets Business The operation of BrokerTec subjects us to regulation by the Financial Industry Regulatory Authority (FINRA) and the U.S. Securities and Exchange Commission (SEC) as a broker-dealer and alternative trading system operator. BrokerTec is also subject to regulation in the U.K. by the FCA, as a multilateral trading facility (MTF), in the E.U. by the AFM, as a regulated market and by the applicable regulators in Singapore and Canada. Our EBS business is regulated by the CFTC as a registered swap execution facility (SEF) and by the FCA and AFM as a registered MTF. It also holds various permissions, approvals and exemptions globally, including those that subject certain of its activities to CFTC, FCA, AFM, Monetary Authority of Singapore, Australian Securities and Investments Commission, Hong Kong Monetary Authority and Canadian oversight. The settlement of matched principal and exchange-traded businesses requires access to clearing houses either directly or through third-party providers of clearing and settlement services. BrokerTec Americas is a member of the Fixed Income Clearing Corporation (FICC), through which it clears U.S. Treasury and repo products. Our BrokerTec business operated in the E.U. also connects to LCH Limited, LCH SA, BME Meff Clear and Cassa di Compensazione e Garanzia (CC&G), which act as central clearing participants in the European and U.K. gilt repo markets. 12 Table of Contents Regulation of our Market Data Business Our subsidiary, CME Group Benchmark Administration Limited, is a registered benchmark administrator, authorized and supervised by the FCA under the U.K. Benchmark Regulations. CME Group Benchmark Administration Limited administers a variety of different multi-asset class data products, including CME Term SOFR. Key Areas of Focus We actively monitor and participate in the domestic and international legislative and rulemaking processes for our industry, including providing government testimony, commenting on proposed legislation and rulemaking, and educating our regulators and policymakers on potential impacts to the marketplace. We are also focused on impacts from the new administration and its federal regulatory appointees and any anticipated changes that may result. Our key areas of focus in the regulatory environment are: • The implementation of a transaction tax or user fee in the U.S., U.K. or E.U., or in the States of Illinois or New Jersey, which could discourage institutions and individuals from using our markets or products or encourage them to trade in another less costly jurisdiction. Legislation to impose a financial transaction tax has been proposed previously in the U.S. Congress, Illinois General Assembly and State of New Jersey Legislature. Additionally, from time to time, the proposed U.S. presidential budget request has included a proposal to impose a user fee to fund all or a portion of the budget of the CFTC. Legislation would be necessary to impose such a fee. Federal legislation has previously been proposed by Congress that would impose a user fee on digital asset spot markets to fund CFTC regulation of those assets. Such a user fee, if adopted, could potentially be expanded to apply more broadly to the futures and options markets. • Legislation that proposes to eliminate the 60/40 tax treatment of certain of our futures and options contracts, which would result in 60% of the gains being taxed at the short-term capital gain rate instead of the long-term capital gain rate. This would impose a significant increase in tax rates applicable to certain market participants and could result in a decrease in their trading activity. • Certain provisions in relation to the E.U. Regulations on Benchmarks have yet to come into effect, as the E.U. has extended transitional periods until the end of 2025, and has proposed further legislative changes to apply from 2026 onwards. It remains possible that data, pricing and analytics provided by CME Group for use by E.U. supervised entities and use of those benchmarks may be impacted in the future. • Concerns that European legislators will prohibit or restrict exclusive licenses for benchmark indices, which might impact the profitability of several of our most popular contracts. For example, the provision of any EUR rates benchmark (e.g. Term €STR) will need to comply with the E.U.'s Benchmark Regulation, which allows marketing access for such benchmarks only where they meet certain requirements (e.g. they are provided from an 'equivalent' jurisdiction or they have been endorsed by an E.U. benchmark administrator). • The implementation of rules resulting in negative treatment of the liquidity profile of U.S. Treasury securities, including as qualifying liquidity resources, or any potential limitation on the use of U.S. Treasury securities as collateral could result in increased costs to us and our clearing firms. • The outcome of the debate regarding the regulation of cryptocurrencies, which may impact our existing offerings or o ur ability to provide future offerings. • New regulations governing treasury market structure, including potential clearing obligations or promotions of all-to-all cash models. In December 2023, the SEC adopted a rule that becomes effective in December 2026 for certain U.S. Treasury cash transactions and June 2027 for repo transactions mandating central clearing of U.S. Treasury securities and repurchase agreements. This will require infrastructure changes to facilitate access to clearing for all participants, including indirect participants, to ensure continued liquidity in these critical markets (i.e., ensure access to FICC's clearing and settlement services for indirect participants). The goal of CMESC is to help market participants comply with these clearing requirements. • Basel III Endgame rules. In July 2023, the Federal Reserve Board, Federal Deposit Insurance Corporation, and Office of the Comptroller of the Currency jointly proposed changes to the regulatory capital framework for global systematically important banks (GSIBs), to implement international capital standards issued by the Basel Committee on Banking Supervision, which the Fed Vice Chair said will not be implemented as originally proposed. Thus, CME Group’s focus is more broadly on monitoring any new developments and implementations of the framework. The U.S. prudential regulators have proposed rules to implement the final aspects of the Basel III framework that would standardize further aspects of the capital framework, as well as more broadly apply the capital framework to banks with assets greater than $100 billion. Additionally, other areas of the U.S. bank capital framework have come into focus as potential changes to the G-SIB capital surcharge calculation worksheet have been introduced, which could increase capital requirements. 13 Table of Contents • Financial Stability Board (FSB) consultation proposing that central counterparties (CCPs) maintain separate, dedicated resources and tools for resolution. While the FSB cannot dictate the implementation of its standards, including in the U.S., it has historically exerted pressure on local jurisdictions to adopt its proposals. While the CFTC has not indicated any intention to support such a proposal, if it were supported in the U.S., this proposal could negatively impact cleared markets by increasing costs, reducing participation, and disincentivizing default management participation. The FSB consultation also supports early intervention by resolution authorities which could preempt CCP recovery efforts and the role of the CFTC. • The potential for regulatory or policy actions that could result in changes to market structure for the clearing of derivative transactions, which may impact our business model or the competitive landscape of the industry. • The Digital Operational Resilience Act, or DORA, is an EU regulation that requires EU financial services firms to meet requirements in respect of risk management for their use of information and communication technology (ICT) whether internal, or provided by a third party vendor. DORA establishes technical standards that EU financial entities must implement by January 2025 and imposes requirements relating to risk management, reporting, and ICT service provider oversight. As our subsidiary, CME Amsterdam BV, is an EU financial entity, it is directly subject to DORA requirements. In addition, some of CME Group's customers, being EU financial services firms, are also subject to DORA. In January 2025, the European Commission provided guidance clarifying that financial services provided by a financially regulated entity (including those regulated outside the EU), such as CME, CBOT, NYMEX and COMEX, are not ICT services under DORA. However, EU financial services firms may be required to impose certain risk management obligations on these entities relating to ICT services that are not considered financial services under DORA. Please also see "Item 1A - Risk Factors" beginning on page 16 for additional information on our areas of regulatory risks. Human Capital Management We rely on a highly skilled and experienced global workfor ce to meet our business objectives. As of December 31, 2024, our global employee population consisted of approximately 3,760 employees, with 60% (approximately 2,245) working in the U.S. and the remaining 40% (approximately 1,515) working in our various non-U.S. locations (Australia, Brazil, Canada, China, France, Hong Kong, India, Japan, Mexico, Netherlands, Singapore, South Korea, Switzerland and the U.K.). We provide our workforce with a compelling employee experience that allows us to attract and retain industry-leading talent. We are continually seeking new ways to challenge, develop and support our employees. Select highlights of our employee experience include the following: • We offer a wide range of benefits designed to support our employees’ health and well-being, retirement needs and work/life balance. • Our competitive compensation programs align employee rewards with shareholder interests and emphasize our pay-for-performance philosophy. • We provide a variety of avenues for employees to grow their expertise, including tuition assistance for continuing education, onsite and virtual-led professional development training courses, access to external seminars and technical skills training and over 10,000 online educational courses. We also offer an integrated series of customized leadership development programs to prepare employees for each stage of their careers. • Our Employee Resource Groups (ERGs) help engage our global workforce and foster an inclusive culture. By creating communities of colleagues with shared interests, our ERGs help enhance the employee experience for all. Membership is open to all CME Group employees around the globe. We regularly conduct employee engagement surveys to better understand employee perspectives and improve our processes and offerings. We also monitor human capital metrics, such as voluntary turnover, internal placement for open roles and promotions, to understand where further workforce investments may be necessary. During 2024, our performance against these metrics was: • 3.3% voluntary turnover • 28.0% of open roles filled with internal candidates • 15.1% of employees promoted Our Chief Human Resources Officer provides our senior management and Board with regular updates related to our workforce empowerment and employee experience. Information about our Executive Officers The following are CME Group's executive officers. Ages are as of February 12, 2025. 14 Table of Contents Terrence A. Duffy, 66. Mr. Duffy has served as our Chairman and Chief Executive Officer since 2016. Mr. Duffy previously served as our Executive Chairman and President since 2012 and as Executive Chairman from 2006. Mr. Duffy has been a member of our board of directors since 1995. He also served as President of TDA Trading, Inc. from 1981 to 2002 and has been a member of our CME exchange since 1981. Sunil Cutinho, 53. Mr. Cutinho has served as our Chief Information Officer since February 2022 and previously served as President of our clearing house since 2014. He joined CME Group in 2002 and since then has held various positions of increasing responsibility within the organization, including as Managing Director, Deputy Head of CME Clearing from April 2014 through September 2014. Michael Dennis, 44. Mr. Dennis has served as Senior Managing Director, Global Head of Fixed Income since August 2024 and in his role is responsible for leading our SOFR and U.S. Treasuries business and BrokerTec. Prior to joining CME Group, Mr. Dennis served as the Chief Commercial Officer for ABN AMRO Clearing USA LLC, one of CME Group’s largest global futures clearing firms. Mr. Dennis previously served on the CME Group Board of Directors from May 2020 to July 2024. Lynne Fitzpatrick, 46. Ms. Fitzpatrick has served as our President & Chief Financial Officer since November 2024, when her role expanded to oversee human resources and transformation and execution, as well as her prior responsibilities for overseeing the company's corporate finance, accounting, investor relations, treasury, business development, corporate strategy, strategic investments, pricing and procurement functions. She previously served as Chief Financial Officer since April 2023, Deputy Chief Financial Officer since 2022 and Managing Director of Corporate Development and Treasurer of CME Group since 2017. Since joining the company in 2006, Ms. Fitzpatrick has held a variety of positions with increasing levels of responsibility within the finance organization. Prior to CME Group she worked as an investment banker at Credit Suisse and UBS. Ms. Fitzpatrick also serves as a director of S&P Dow Jones Indices LLC. Jonathan Marcus, 56. Mr. Marcus has served as our Senior Managing Director and General Counsel since October 2022. Prior to joining CME Group, Mr. Marcus most recently worked in private practice as a partner at Reed Smith LLP, where he specialized in derivatives regulation, litigation and enforcement. He previously served as General Counsel of the CFTC from 2013 to 2017. Mr. Marcus also served as the CFTC's Deputy General Counsel for Litigation and as an Assistant to the Solicitor General of the United States. His career also includes senior roles at other nationally recognized law firms and he began his career as a clerk for Judge Jose Cabranes of the U.S. Court of Appeals for the Second Circuit. Tim McCourt, 46. Mr. McCourt has served as Senior Managing Director, Global Head of Equities, FX and Alternate Products since August 2024. He previously served as Global Head of Financial and OTC Products since June 2023. Before that he was the global head of Equity and FX Products. He is responsible for leading the development and execution of the company’s global equity index, foreign exchange, cryptocurrency and alternative investment product strategies. He also serves on the S&P Dow Jones Indices U.S. Advisory Panel. Before joining CME Group in 2013 as Global Head of Equity Products, Mr. McCourt worked for the Royal Bank of Scotland (RBS), where he was responsible for building and managing the Americas Index and Delta One trading book. Prior to RBS, he held a senior trading role with JPMorgan in New York, spending 10 years with the Equity Derivatives Group. Hilda Harris Piell, 57. Ms. Piell has served as our Chief Human Resources Officer since 2007. A practicing attorney for fifteen years, Ms. Piell previously held positions of increasing responsibility in our Legal & Market Regulation division, most recently as Managing Director and Senior Associate General Counsel. Prior to joining CME Group in 2000, Ms. Piell served as Associate Commercial Counsel at MCI Telecommunications (1996-2000) and Associate Litigation Attorney at Jenner & Block (1992-1996). Her career also includes service as a clerk for a judge of the U.S. District Court for the Northern District of Illinois. Derek Sammann, 56. Mr. Sammann has served as our Senior Managing Director, Global Head of Commodities Markets since November 2021 and previously served as our Senior Managing Director, Commodities and Options Products since 2014. He previously served as our Senior Managing Director, Financial Products and Services since 2009 and Global Head of Foreign Exchange Products since joining us in 2006. Prior to joining us, Mr. Sammann served as Managing Director, Global Head of FX Options and Structured Products at Calyon Corporate and Investment Bank in London from 1997 to 2006. Mr. Sammann serves as a member of the Board of Directors of the following entities: the Gulf Mercantile Exchange, the COMEX Board of Governors and the Commodities Markets Council, where he also serves as Treasurer. He also serves on the Shanghai Gold Exchange’s International Advisory Board, the Commodity Futures Trading Commission's Agricultural & Energy and Environmental Markets Advisory Committees, and the Security Traders Association’s Listed Options Committee. Suzanne Sprague, 44. Ms. Sprague has served as our Chief Operating Officer and Global Head of Clearing since November 2024. She previously served as Senior Managing Director & Global Head of Clearing and Post-Trade Services for CME Group since February 2022. She joined the company in 2002 and has held numerous roles and leadership positions in financial management and risk management since that time. During her tenure, she has played a key role in the company’s development of risk management policy. Since 2015, she served as Managing Director, Credit & Liquidity Risk, Risk Policy & Banking, 15 Table of Contents overseeing our clearing house's exposure to counterparty credit risk, liquidity risk management and financial performance, acceptable collateral and collateral services, risk management policies and procedures, financial operations, and banking. Jack Tobin, 61. Mr. Tobin has served as Managing Director and Chief Accounting Officer since 2015. Mr. Tobin most recently served as our Managing Director, Corporate Finance since 2007. Prior to our merger with CBOT Holdings, Mr. Tobin served as the Director, Corporate Finance for CBOT Holdings and CBOT from 2002 to 2007. Prior to joining CBOT, Mr. Tobin served as a principal consultant with PricewaterhouseCoopers from 1997 to 2002. Mr. Tobin is a registered certified public accountant. Kendal Vroman, 53. Mr. Vroman has served as our Chief Transformation Officer since November 2021. He previously served as Senior Managing Director, International and Optimization Services since February 2020 and as our Senior Managing Director, Cash Markets and Optimization Service since 2018. Since joining the company in 2001, he has held a variety of senior leadership roles, including Managing Director, Planning and Execution; Global Head, Commodity Products and OTC Solutions, and Managing Director and Chief Corporate Development Officer. Julie Winkler, 50. Ms. Winkler has served as our Chief Commercial Officer since 2016. She leads the company’s sales, product marketing, research and product development, and innovation lab functions. She also oversees the international business line and the data and analytics services business line. She previously served as Senior Managing Director, Research and Product Development and Index Services of CME Group since 2014 and as Managing Director, Research and Product Development since 2007. Prior to our merger with CBOT Holdings, Ms. Winkler held positions of increasing responsibility for CBOT Holdings since 1996. Ms. Winkler also serves as a director of S&P Dow Jones Indices LLC. AVAILABLE INFORMATION Our website is www.cmegroup.com. Information made available on our website does not constitute part of this document. We make available on our website our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports as soon as reasonably practicable after we electronically file or furnish such materials to the SEC. Our corporate governance materials may also be found on our website. The SEC also maintains an Internet site that contains reports, proxy and information statements, and other reports that we file or furnish with the SEC at http://www.sec.gov. Copies of these materials also are available to shareholders free of charge upon request to Shareholder Relations, officeofthesecretary@cmegroup.com. Information regarding our sustainability practices is available at the following: https://www.cmegroup.com/company/corporate-citizenship/esg.html, including our 2024 report when issued.