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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________________________________________________
FORM 10-Q
_________________________________________________________
(Mark One)
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
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For the quarterly period ended March 31, 2022
- OR -
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
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For the transition period
from to
Commission file number 001-31553
CME GROUP INC.
(Exact name of registrant as specified in its charter)
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Delaware |
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36-4459170 |
(State or other jurisdiction of
incorporation or organization) |
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(I.R.S. Employer
Identification No.) |
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20 South Wacker Drive |
Chicago |
Illinois |
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60606 |
(Address of principal executive offices) |
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(Zip Code) |
(312) 930-1000
(Registrant’s telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year, if changed
since last report)
Securities registered pursuant to Section 12(b) of the
Act:
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Title of each class |
Trading symbol |
Name of each exchange on which registered |
Class A Common Stock |
CME |
The Nasdaq Stock Market |
Indicate by check mark whether the
registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90
days. Yes ☒ No ☐
Indicate by check mark whether the
registrant has submitted electronically every Interactive Data File
required to be submitted pursuant to Rule 405 of Regulation S-T
(§232.405 of this chapter) during the preceding 12 months (or for
such shorter period that the registrant was required to submit such
files). Yes ☒ No ☐
Indicate by check mark whether the
registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, a smaller reporting company, or an emerging
growth company. See the definitions of “large accelerated filer,”
“accelerated filer,” “smaller reporting company” and "emerging
growth company" in Rule 12b-2 of the Exchange Act.
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Large accelerated filer |
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Accelerated filer
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Non-accelerated filer
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Smaller reporting company
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Emerging growth company
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If
an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange
Act.
☐
Indicate
by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Exchange
Act).
Yes ☐ No ☒
The number of shares outstanding of each of the registrant’s
classes of common stock as of April 13, 2022 was as follows:
359,418,140 shares of Class A common stock, $0.01 par value;
625 shares of Class B-1 common stock, $0.01 par value; 813 shares
of Class B-2 common stock, $0.01 par value; 1,287 shares of Class
B-3 common stock, $0.01 par value; and 413 shares of Class B-4
common stock, $0.01 par value.
CME
GROUP INC.
FORM 10-Q
INDEX
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Item 1. |
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Item 2. |
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Item 3. |
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Item 4. |
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Item 1. |
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Item 1A. |
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Item 2. |
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Item 6. |
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PART I. FINANCIAL INFORMATION
Certain Terms
All references to “options” or “options contracts” in the text of
this document refer to options on futures contracts.
Further information about CME Group and its products can be found
at http://www.cmegroup.com. Information made available on our
website does not constitute a part of this Quarterly Report on Form
10-Q.
Information about Contract Volume and Average Rate per
Contract
All amounts regarding contract volume and average rate per contract
are for CME Group's listed futures and options on futures contracts
unless otherwise noted.
Trademark Information
CME Group, the Globe logo, CME, Chicago Mercantile Exchange,
Globex, and E-mini are trademarks of Chicago Mercantile Exchange
Inc. CBOT and Chicago Board of Trade are trademarks of Board of
Trade of the City of Chicago, Inc. NYMEX, New York Mercantile
Exchange and ClearPort are trademarks of New York Mercantile
Exchange, Inc. COMEX is a trademark of Commodity Exchange, Inc.
NEX, BrokerTec and EBS are trademarks of various entities of NEX
Group Limited (NEX). Dow Jones, Dow Jones Industrial Average,
S&P 500 and S&P are service and/or trademarks of Dow Jones
Trademark Holdings LLC, Standard & Poor's Financial Services
LLC and S&P/Dow Jones Indices LLC, as the case may be, and have
been licensed for use by Chicago Mercantile Exchange Inc. ("CME").
All other trademarks are the property of their respective
owners.
Forward-Looking Statements
From time to time, in this Quarterly Report on Form 10-Q as well as
in other written reports and verbal statements, we discuss our
expectations regarding future performance. These forward-looking
statements are identified by their use of terms and phrases such as
"believe," "anticipate," "could," "estimate," "intend," "may,"
"plan," "expect" and similar expressions, including references to
assumptions. These forward-looking statements are based on
currently available competitive, financial and economic data,
current expectations, estimates, forecasts and projections about
the industries in which we operate and management's beliefs and
assumptions. These statements are not guarantees of future
performance and involve risks, uncertainties and assumptions that
are difficult to predict. Therefore, actual outcomes and results
may differ materially from what is expressed or implied in any
forward-looking statements. We want to caution you not to place
undue reliance on any forward-looking statements. We undertake no
obligation to publicly update any forward-looking statements,
whether as a result of new information, future events or otherwise.
Among the factors that might affect our performance
are:
•increasing
competition by foreign and domestic entities, including increased
competition from new entrants into our markets and consolidation of
existing entities;
•our
ability to keep pace with rapid technological developments,
including our ability to complete the development, implementation
and maintenance of the enhanced functionality required by our
customers while maintaining reliability and ensuring that such
technology is not vulnerable to security risks;
•our
ability to continue introducing competitive new products and
services on a timely, cost-effective basis, including through our
electronic trading capabilities, and our ability to maintain the
competitiveness of our existing products and services, including
our ability to provide effective services to the swaps
market;
•our
ability to adjust our fixed costs and expenses if our revenues
decline;
•our
ability to maintain existing customers at substantially similar
trading levels, develop strategic relationships and attract new
customers;
•our
ability to expand and globally offer our products and
services;
•changes
in regulations, including the impact of any changes in laws or
government policies with respect to our products or services or our
industry, such as any changes to regulations and policies that
require increased financial and operational resources from us or
our customers;
•the
costs associated with protecting our intellectual property rights
and our ability to operate our business without violating the
intellectual property rights of others;
•decreases
in revenue from our market data as a result of decreased demand or
changes to regulations in various jurisdictions;
•changes
in our rate per contract due to shifts in the mix of the products
traded, the trading venue and the mix of customers (whether the
customer receives member or non-member fees or participates in one
of our various incentive programs) and the impact of our tiered
pricing structure;
•the
ability of our credit and liquidity risk management practices to
adequately protect us from the credit risks of clearing members and
other counterparties, and to satisfy the margin and liquidity
requirements associated with the BrokerTec matched principal
business;
•the
ability of our compliance and risk management programs to
effectively monitor and manage our risks, including our ability to
prevent errors and misconduct and protect our infrastructure
against security breaches and misappropriation of our intellectual
property assets;
•our
dependence on third-party providers and exposure to risk through
third parties, including risks related to the performance,
reliability and security of technology used by our third-party
providers;
•volatility
in commodity, equity and fixed income prices, and price volatility
of financial benchmarks and instruments such as interest rates,
credit spreads, equity indices, fixed income instruments and
foreign exchange rates;
•economic,
social, political and market conditions, including the volatility
of the capital and credit markets and the impact of economic
conditions on the trading activity of our current and potential
customers;
•the
impact of the COVID-19 pandemic and response by governments and
other third parties;
•our
ability to accommodate increases in contract volume and order
transaction traffic and to implement enhancements without failure
or degradation of the performance of our trading and clearing
systems;
•our
ability to execute our growth strategy and maintain our growth
effectively;
•our
ability to manage the risks, control the costs and achieve the
synergies associated with our strategy for acquisitions,
investments and alliances, including those associated with our
joint venture with IHS Markit and our partnership with Google
Cloud;
•uncertainty
related to the transition from LIBOR;
•our
ability to continue to generate funds and/or manage our
indebtedness to allow us to continue to invest in our
business;
•industry
and customer consolidation;
•decreases
in trading and clearing activity;
•the
imposition of a transaction tax or user fee on futures and options
transactions and/or repeal of the 60/40 tax treatment of such
transactions;
•our
ability to maintain our brand and reputation; and
•the
unfavorable resolution of material legal proceedings.
For a detailed discussion of these and other factors that might
affect our performance, see Item 1A. of our Annual Report on
Form 10-K for the year ended December 31, 2021, filed with the
Securities and Exchange Commission on February 25, 2022 and
Item 1A. in Part II of this Quarterly Report on Form
10-Q.
|
|
|
|
|
|
ITEM 1. |
FINANCIAL STATEMENTS |
CME GROUP INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(dollars in millions, except par value data; shares in
thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2022 |
|
December 31, 2021 |
|
|
(unaudited) |
|
|
Assets |
|
|
|
|
Current Assets: |
|
|
|
|
Cash and cash equivalents |
|
$ |
2,045.7 |
|
|
$ |
2,834.9 |
|
Marketable securities |
|
109.6 |
|
|
115.0 |
|
Accounts receivable, net of allowance of $5.2 and $5.6 |
|
608.9 |
|
|
434.5 |
|
Other current assets (includes $4.8 and $4.8 in restricted
cash) |
|
503.4 |
|
|
427.8 |
|
Performance bonds and guaranty fund contributions |
|
167,736.7 |
|
|
157,949.6 |
|
Total current assets |
|
171,004.3 |
|
|
161,761.8 |
|
Property, net of accumulated depreciation and amortization of
$1,070.5 and $1,039.4 |
|
493.9 |
|
|
505.3 |
|
Intangible assets—trading products |
|
17,175.3 |
|
|
17,175.3 |
|
Intangible assets—other, net |
|
3,463.2 |
|
|
3,532.0 |
|
Goodwill |
|
10,515.8 |
|
|
10,528.0 |
|
Other assets (includes $0.5 and $0.5 in restricted
cash) |
|
3,265.2 |
|
|
3,277.9 |
|
Total Assets |
|
$ |
205,917.7 |
|
|
$ |
196,780.3 |
|
|
|
|
|
|
Liabilities and Equity |
|
|
|
|
Current Liabilities: |
|
|
|
|
Accounts payable |
|
$ |
80.8 |
|
|
$ |
48.8 |
|
Short-term debt |
|
— |
|
|
749.4 |
|
Other current liabilities |
|
641.1 |
|
|
1,650.6 |
|
Performance bonds and guaranty fund contributions |
|
167,736.7 |
|
|
157,949.6 |
|
Total current liabilities |
|
168,458.6 |
|
|
160,398.4 |
|
Long-term debt |
|
3,437.1 |
|
|
2,695.7 |
|
Deferred income tax liabilities, net |
|
5,381.7 |
|
|
5,390.4 |
|
Other liabilities |
|
903.5 |
|
|
896.5 |
|
Total Liabilities |
|
178,180.9 |
|
|
169,381.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shareholders’ Equity: |
|
|
|
|
Preferred stock, $0.01 par value, 10,000 shares authorized as of
March 31, 2022 and 2021; 4,584 issued and outstanding as of March
31, 2022 and December 31, 2021 |
|
— |
|
|
— |
|
Class A common stock, $0.01 par value, 1,000,000 shares authorized
at March 31, 2022 and December 31, 2021; 358,631 and 358,599 shares
issued and outstanding as of March 31, 2022 and December 31, 2021,
respectively |
|
3.6 |
|
|
3.6 |
|
Class B common stock, $0.01 par value, 3 shares authorized, issued
and outstanding as of March 31, 2022 and December 31,
2021 |
|
— |
|
|
— |
|
Additional paid-in capital |
|
22,206.3 |
|
|
22,190.3 |
|
Retained earnings |
|
5,498.9 |
|
|
5,151.9 |
|
Accumulated other comprehensive income (loss) |
|
28.0 |
|
|
53.5 |
|
Total CME Group Shareholders’ Equity |
|
27,736.8 |
|
|
27,399.3 |
|
|
|
|
|
|
|
|
|
|
|
Total Liabilities and Equity |
|
$ |
205,917.7 |
|
|
$ |
196,780.3 |
|
See accompanying notes to unaudited consolidated financial
statements.
CME GROUP INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(dollars in millions, except per share data; shares in
thousands)
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended |
|
|
|
|
March 31, |
|
|
|
|
|
|
2022 |
|
2021 |
Revenues |
|
|
|
|
|
|
|
|
Clearing and transaction fees |
|
|
|
|
|
$ |
1,138.1 |
|
|
$ |
1,007.0 |
|
Market data and information services |
|
|
|
|
|
151.7 |
|
|
144.2 |
|
Other |
|
|
|
|
|
56.8 |
|
|
102.1 |
|
Total Revenues |
|
|
|
|
|
1,346.6 |
|
|
1,253.3 |
|
Expenses |
|
|
|
|
|
|
|
|
Compensation and benefits |
|
|
|
|
|
185.2 |
|
|
225.0 |
|
Technology |
|
|
|
|
|
45.9 |
|
|
48.2 |
|
Professional fees and outside services |
|
|
|
|
|
31.8 |
|
|
37.4 |
|
Amortization of purchased intangibles |
|
|
|
|
|
58.4 |
|
|
60.6 |
|
Depreciation and amortization |
|
|
|
|
|
33.5 |
|
|
37.6 |
|
Licensing and other fee agreements |
|
|
|
|
|
80.9 |
|
|
64.7 |
|
Other |
|
|
|
|
|
51.8 |
|
|
54.7 |
|
Total Expenses |
|
|
|
|
|
487.5 |
|
|
528.2 |
|
Operating Income |
|
|
|
|
|
859.1 |
|
|
725.1 |
|
|
|
|
|
|
|
|
|
|
Non-Operating Income (Expense) |
|
|
|
|
|
|
|
|
Investment income |
|
|
|
|
|
73.1 |
|
|
30.9 |
|
Interest and other borrowing costs |
|
|
|
|
|
(42.5) |
|
|
(41.5) |
|
Equity in net earnings of unconsolidated subsidiaries |
|
|
|
|
|
73.3 |
|
|
56.2 |
|
Other non-operating income (expense) |
|
|
|
|
|
(46.7) |
|
|
(18.4) |
|
Total Non-Operating Income (Expense) |
|
|
|
|
|
57.2 |
|
|
27.2 |
|
Income before Income Taxes |
|
|
|
|
|
916.3 |
|
|
752.3 |
|
Income tax provision |
|
|
|
|
|
205.3 |
|
|
177.5 |
|
Net Income |
|
|
|
|
|
711.0 |
|
|
574.8 |
|
Less: net (income) loss attributable to non-controlling
interests |
|
|
|
|
|
— |
|
|
(0.4) |
|
Net Income Attributable to CME Group |
|
|
|
|
|
711.0 |
|
|
574.4 |
|
Net Income Attributable to Common Shareholders of CME
Group |
|
|
|
|
|
$ |
702.0 |
|
|
$ |
574.4 |
|
|
|
|
|
|
|
|
|
|
Earnings per Share Attributable to Common Shareholders of CME
Group: |
|
|
|
|
|
|
|
|
Basic |
|
|
|
|
|
$ |
1.96 |
|
|
$ |
1.60 |
|
Diluted |
|
|
|
|
|
1.95 |
|
|
1.60 |
|
Weighted Average Number of Common Shares: |
|
|
|
|
|
|
|
|
Basic |
|
|
|
|
|
358,609 |
|
|
358,147 |
|
Diluted |
|
|
|
|
|
359,180 |
|
|
358,817 |
|
See accompanying notes to unaudited consolidated financial
statements.
CME GROUP INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in millions)
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended |
|
|
|
|
March 31, |
|
|
|
|
|
|
2022 |
|
2021 |
Net income |
|
|
|
|
|
$ |
711.0 |
|
|
$ |
574.8 |
|
Other comprehensive income (loss), net of tax: |
|
|
|
|
|
|
|
|
Investment securities: |
|
|
|
|
|
|
|
|
Net unrealized holding gains (losses) arising during the
period |
|
|
|
|
|
(1.3) |
|
|
(1.1) |
|
|
|
|
|
|
|
|
|
|
Income tax benefit (expense) |
|
|
|
|
|
0.3 |
|
|
0.3 |
|
Investment securities, net |
|
|
|
|
|
(1.0) |
|
|
(0.8) |
|
Defined benefit plans: |
|
|
|
|
|
|
|
|
Net change in defined benefit plans arising during the
period |
|
|
|
|
|
(3.7) |
|
|
— |
|
Amortization of net actuarial (gains) losses included in
compensation and benefits expense |
|
|
|
|
|
0.3 |
|
|
1.1 |
|
Income tax benefit (expense) |
|
|
|
|
|
0.9 |
|
|
(0.3) |
|
Defined benefit plans, net |
|
|
|
|
|
(2.5) |
|
|
0.8 |
|
Derivative investments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reclassification of net unrealized (gains) losses to interest
expense and other non-operating income (expense) |
|
|
|
|
|
0.8 |
|
|
(0.3) |
|
Income tax benefit (expense) |
|
|
|
|
|
(0.2) |
|
|
0.1 |
|
Derivative investments, net |
|
|
|
|
|
0.6 |
|
|
(0.2) |
|
Foreign currency translation: |
|
|
|
|
|
|
|
|
Foreign currency translation adjustments |
|
|
|
|
|
(22.6) |
|
|
(51.2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation, net |
|
|
|
|
|
(22.6) |
|
|
(51.2) |
|
Other comprehensive income (loss), net of tax |
|
|
|
|
|
(25.5) |
|
|
(51.4) |
|
Comprehensive income |
|
|
|
|
|
685.5 |
|
|
523.4 |
|
Less: comprehensive (income) loss attributable to non-controlling
interests |
|
|
|
|
|
— |
|
|
(0.4) |
|
Comprehensive income attributable to CME Group |
|
|
|
|
|
$ |
685.5 |
|
|
$ |
523.0 |
|
See accompanying notes to unaudited consolidated financial
statements.
CME GROUP INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EQUITY
(dollars in millions, except per share data; shares in
thousands)
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred Stock (Shares) |
|
Class A
Common
Stock
(Shares) |
|
Class B
Common
Stock
(Shares) |
|
Preferred Stock, Common
Stock and
Additional
Paid-in
Capital |
|
Retained
Earnings |
|
Accumulated
Other
Comprehensive
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 |
|
|
|
|
|
|
|
|
711.0 |
|
|
|
|
711.0 |
|
|
|
|
|
Other comprehensive income (loss) |
|
|
|
|
|
|
|
|
|
|
(25.5) |
|
|
(25.5) |
|
|
|
|
|
Dividends on common and preferred stock of $1.00 per
share |
|
|
|
|
|
|
|
|
(364.0) |
|
|
|
|
(364.0) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vesting of issued restricted Class A common stock |
|
|
31 |
|
|
|
|
(4.3) |
|
|
|
|
|
|
(4.3) |
|
|
|
|
|
Shares issued to Board of Directors |
|
|
1 |
|
|
|
|
0.3 |
|
|
|
|
|
|
0.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock-based compensation |
|
|
|
|
|
|
20.0 |
|
|
|
|
|
|
20.0 |
|
|
|
|
|
Balance at March 31, 2022 |
4,584 |
|
|
358,631 |
|
|
3 |
|
|
$ |
22,209.9 |
|
|
$ |
5,498.9 |
|
|
$ |
28.0 |
|
|
$ |
27,736.8 |
|
|
|
|
|
CME GROUP INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EQUITY
(continued)
(dollars in millions, except per share data; shares in
thousands)
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A
Common
Stock
(Shares) |
|
Class B
Common
Stock
(Shares) |
|
Common
Stock and
Additional
Paid-in
Capital |
|
Retained
Earnings |
|
Accumulated
Other
Comprehensive
Income (Loss) |
|
Total CME Group Shareholders' Equity |
|
Non-controlling Interest |
|
Total
Equity |
Balance at December 31, 2020 |
358,110 |
|
|
3 |
|
|
$ |
21,189.1 |
|
|
$ |
4,995.9 |
|
|
$ |
134.9 |
|
|
$ |
26,319.9 |
|
|
$ |
31.6 |
|
|
$ |
26,351.5 |
|
Net income |
|
|
|
|
|
|
574.4 |
|
|
|
|
574.4 |
|
|
0.4 |
|
|
574.8 |
|
Other comprehensive income (loss) |
|
|
|
|
|
|
|
|
(51.4) |
|
|
(51.4) |
|
|
|
|
(51.4) |
|
Dividends on common stock of $0.90 per share |
|
|
|
|
|
|
(323.0) |
|
|
|
|
(323.0) |
|
|
|
|
(323.0) |
|
Purchase of non-controlling interest |
|
|
|
|
(2.2) |
|
|
|
|
|
|
(2.2) |
|
|
(4.0) |
|
|
(6.2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercise of stock options |
31 |
|
|
|
|
1.7 |
|
|
|
|
|
|
1.7 |
|
|
|
|
1.7 |
|
Vesting of issued restricted Class A common stock |
99 |
|
|
|
|
(13.1) |
|
|
|
|
|
|
(13.1) |
|
|
|
|
(13.1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock-based compensation |
|
|
|
|
21.6 |
|
|
|
|
|
|
21.6 |
|
|
|
|
21.6 |
|
Balance at March 31, 2021 |
358,240 |
|
|
3 |
|
|
$ |
21,197.1 |
|
|
$ |
5,247.3 |
|
|
$ |
83.5 |
|
|
$ |
26,527.9 |
|
|
$ |
28.0 |
|
|
$ |
26,555.9 |
|
CME GROUP INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended
March 31, |
|
|
2022 |
|
2021 |
Cash Flows from Operating Activities |
|
|
|
|
Net income |
|
$ |
711.0 |
|
|
$ |
574.8 |
|
Adjustments to reconcile net income to net cash provided by
operating activities: |
|
|
|
|
Stock-based compensation |
|
20.0 |
|
|
21.6 |
|
Amortization of purchased intangibles |
|
58.4 |
|
|
60.6 |
|
Depreciation and amortization |
|
33.5 |
|
|
37.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net realized and unrealized (gains) losses on
investments |
|
(3.5) |
|
|
(0.8) |
|
Cash dividends in excess of earnings of unconsolidated
subsidiaries |
|
11.9 |
|
|
13.1 |
|
Deferred income taxes |
|
(5.1) |
|
|
(7.8) |
|
Change in: |
|
|
|
|
Accounts receivable |
|
(174.0) |
|
|
(146.2) |
|
Other current assets |
|
(69.7) |
|
|
(30.5) |
|
Other assets |
|
19.0 |
|
|
12.3 |
|
Accounts payable |
|
32.0 |
|
|
(8.7) |
|
Income taxes payable |
|
165.9 |
|
|
115.7 |
|
Other current liabilities |
|
6.3 |
|
|
(32.3) |
|
Other liabilities |
|
(14.7) |
|
|
(8.6) |
|
Other |
|
8.1 |
|
|
1.9 |
|
Net Cash Provided by Operating Activities |
|
799.1 |
|
|
602.7 |
|
|
|
|
|
|
Cash Flows from Investing Activities |
|
|
|
|
Proceeds from maturities of available-for-sale marketable
securities |
|
2.7 |
|
|
2.2 |
|
Purchases of available-for-sale marketable securities |
|
(2.2) |
|
|
(1.5) |
|
Purchases of property, net
|
|
(23.4) |
|
|
(28.5) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase of non-controlling interest |
|
— |
|
|
(6.2) |
|
|
|
|
|
|
Net Cash Used in Investing Activities |
|
(22.9) |
|
|
(34.0) |
|
|
|
|
|
|
Cash Flows from Financing Activities |
|
|
|
|
|
|
|
|
|
Proceeds from debt, net of issuance costs |
|
742.7 |
|
|
— |
|
Repayment of debt, including call premium |
|
(756.1) |
|
|
— |
|
Cash dividends |
|
(1,543.5) |
|
|
(1,217.5) |
|
|
|
|
|
|
|
|
|
|
|
Change in performance bond and guaranty fund
contributions |
|
9,787.1 |
|
|
36,632.2 |
|
Employee taxes paid on restricted stock vesting |
|
(4.3) |
|
|
(13.1) |
|
Other |
|
(4.3) |
|
|
(2.6) |
|
Net Cash Provided by Financing Activities |
|
8,221.6 |
|
|
35,399.0 |
|
CME GROUP INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(continued)
(in millions)
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended
March 31, |
|
|
2022 |
|
2021 |
Net change in cash, cash equivalents, restricted cash and
restricted cash equivalents |
|
$ |
8,997.8 |
|
|
$ |
35,967.7 |
|
Cash, cash equivalents, restricted cash and restricted cash
equivalents, beginning of period |
|
160,789.9 |
|
|
88,420.3 |
|
Cash, Cash Equivalents, Restricted Cash and Restricted Cash
Equivalents, End of Period |
|
$ |
169,787.7 |
|
|
$ |
124,388.0 |
|
|
|
|
|
|
Reconciliation of cash, cash equivalents, restricted cash and
restricted cash equivalents: |
|
|
|
|
Cash and cash equivalents |
|
$ |
2,045.7 |
|
|
$ |
936.4 |
|
Cash classified as assets held for sale |
|
— |
|
|
30.0 |
|
Short-term restricted cash |
|
4.8 |
|
|
4.5 |
|
Long-term restricted cash |
|
0.5 |
|
|
3.1 |
|
Restricted cash and restricted cash equivalents (performance bonds
and guaranty fund contributions) |
|
167,736.7 |
|
|
123,414.0 |
|
Total |
|
$ |
169,787.7 |
|
|
$ |
124,388.0 |
|
|
|
|
|
|
Supplemental Disclosure of Cash Flow Information |
|
|
|
|
Income taxes paid |
|
$ |
44.6 |
|
|
$ |
65.8 |
|
Interest paid |
|
43.4 |
|
|
42.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to unaudited consolidated financial
statements.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
1. Basis of Presentation
The consolidated financial statements consist of CME Group Inc.
(CME Group) and its subsidiaries (collectively, the company),
including Chicago Mercantile Exchange Inc. (CME), Board of Trade of
the City of Chicago, Inc. (CBOT), New York Mercantile Exchange,
Inc. (NYMEX), Commodity Exchange, Inc. (COMEX) and NEX Group
Limited (NEX). The clearing house is operated by CME.
In January 2021, the company announced that it agreed with IHS
Markit to combine their post-trade services into a new joint
venture, OSTTRA. The joint venture was launched in September 2021.
OSTTRA performs trade processing and risk mitigation
services.
The accompanying interim consolidated financial statements have
been prepared by CME Group without audit. Certain notes and other
information normally included in financial statements prepared in
accordance with accounting principles generally accepted in the
United States have been condensed or omitted. In the opinion of
management, the accompanying consolidated financial statements
include all adjustments (consisting only of normal recurring
adjustments) considered necessary to present fairly the financial
position of the company at March 31, 2022 and
December 31, 2021 and the results of operations and cash flows
for the periods indicated. Quarterly results are not necessarily
indicative of results for any subsequent period.
During the fourth quarter of 2021, the company revised the
presentation of the consolidated statements of cash flows to
include cash performance bonds and guaranty fund contributions as
restricted cash and restricted cash equivalents within the
beginning and ending balances of the reconciliation of cash, cash
equivalents, restricted cash and restricted cash equivalents. Total
cash flows from financing activities were revised to include the
changes associated with the cash performance bonds and guaranty
fund contribution liability. See Note 4. Performance Bonds and
Guaranty Fund Contributions for additional information on cash
performance bonds and guaranty fund contributions.
The prior period amounts have been revised to conform to the
current period presentation. The revision in presentation is
considered immaterial to the company's overall financial statements
and has had no impact on the consolidated balance sheets,
consolidated statements of income, consolidated statements of
comprehensive income or consolidated statements of equity,
including all previously filed financial statements. These cash
performance bonds and guaranty fund contributions cannot be used
for the company's operations or to satisfy any operational
liabilities.
The following table presents the effects of the changes on the
presentation of these cash flows to the previously reported
consolidated statements of cash flows of March 31,
2021:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in millions) |
|
As Previously Reported |
|
Adjustments |
|
Revised |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) financing activities |
|
$ |
(1,233.2) |
|
|
$ |
36,632.2 |
|
|
$ |
35,399.0 |
|
Net change in cash, cash equivalents, restricted cash and
restricted cash equivalents |
|
(664.5) |
|
|
36,632.2 |
|
|
35,967.7 |
|
The accompanying consolidated financial statements should be read
in conjunction with the consolidated financial statements and notes
thereto in CME Group’s Annual Report on Form 10-K for the year
ended December 31, 2021, filed with the Securities and
Exchange Commission (SEC) on February 25, 2022.
2. Accounting Policies
Newly Adopted Accounting Policies.
The company adopted the following accounting policies during
2022:
In August 2020, FASB issued an accounting update that simplifies
the accounting for convertible instruments and amends certain
guidance on the computation of EPS for convertible instruments.
This guidance reduces the number of accounting models used for the
allocation of proceeds attributable to the issuance of a
convertible instrument, thereby eliminating the beneficial
conversion feature model. It is also noted that this guidance
revises and eliminates certain criteria for achieving equity
classification on the balance sheet. This accounting update
requires entities to provide expanded disclosures about the terms
and features of convertible instruments, including information
about events, conditions, and circumstances that can affect how to
assess the amount or timing of an entity’s future cash flows
related to those instruments. The company adopted this guidance on
January 1, 2022. Adoption of this guidance did not have an impact
on the consolidated financial statements.
3. Revenue Recognition
The company generates revenue from customers from the following
sources:
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. 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. For cleared trades, these assumptions
include the average number of days that a contract remains in open
interest, contract turnover, average revenue per day, and revenue
remaining in open interest at the end of each period.
The nature of contracts gives rise to several types of variable
consideration, including volume-based pricing tiers, customer
incentives associated with market maker programs and other fee
discounts. The company includes fee discounts and incentives in the
estimated transaction price when there is a basis to reasonably
estimate the amount of the fee reduction. These estimates are based
on historical experience, anticipated performance, and best
judgment at the time. Because of the company's certainty in
estimating these amounts, they are included in the transaction
price of contracts.
Market data and information services.
Market data and information services represent revenue from the
dissemination of market data to subscribers, distributors, and
other third-party licensees of market data. Pricing for market data
is primarily based on the number of reportable devices used as well
as the number of subscribers enrolled under the arrangement. 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. However, the company also maintains
certain annual license arrangements with one-time upfront fees. The
fees for annual licenses are initially recorded as a contract
liability and recognized as revenue monthly over the term of the
annual period.
Other.
Other revenues include certain access and communication fees, fees
for collateral management, equity membership subscription fees, and
fees for trade order routing through agreements from various
strategic relationships. Access and communication fees are charges
to customers that utilize various telecommunications networks and
communications services. Fees for these services are generally
billed monthly and the associated fee revenue is recognized as
billed. Collateral management fees are charged to clearing firms
that have collateral on deposit with the clearing house to meet
their minimum performance bond and guaranty fund obligations on the
exchange. These fees are calculated based on daily collateral
balances and are billed monthly. 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. Choosing to pay this fee in lieu of holding
Class A shares is entirely voluntary and the client's choice. Fee
revenue under this program is earned monthly as billed over the
contractual term. Pricing for strategic relationships may be driven
by customer levels and activity. There are fee arrangements which
provide for monthly as well as quarterly payments in arrears.
Revenue is recognized monthly for strategic relationship
arrangements as the customers receive and consume the benefits of
the services.
The following table represents a disaggregation of revenue from
contracts with customers by product line for the quarters ended
March 31, 2022 and 2021:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended
March 31, |
(in millions) |
|
|
|
|
|
2022 |
|
2021 |
Interest rates |
|
|
|
|
|
$ |
374.8 |
|
|
$ |
299.7 |
|
Equity indexes |
|
|
|
|
|
259.1 |
|
|
198.5 |
|
Foreign exchange |
|
|
|
|
|
44.8 |
|
|
40.5 |
|
Agricultural commodities |
|
|
|
|
|
126.0 |
|
|
120.5 |
|
Energy |
|
|
|
|
|
175.2 |
|
|
158.1 |
|
Metals |
|
|
|
|
|
54.4 |
|
|
58.3 |
|
BrokerTec fixed income |
|
|
|
|
|
44.4 |
|
|
45.5 |
|
EBS foreign exchange |
|
|
|
|
|
42.3 |
|
|
45.3 |
|
Optimization |
|
|
|
|
|
— |
|
|
24.3 |
|
Interest rate swap |
|
|
|
|
|
17.1 |
|
|
16.3 |
|
Total clearing and transaction fees |
|
|
|
|
|
1,138.1 |
|
|
1,007.0 |
|
Market data and information services |
|
|
|
|
|
151.7 |
|
|
144.2 |
|
Other |
|
|
|
|
|
56.8 |
|
|
102.1 |
|
Total revenues |
|
|
|
|
|
$ |
1,346.6 |
|
|
$ |
1,253.3 |
|
|
|
|
|
|
|
|
|
|
Timing of Revenue Recognition |
|
|
|
|
|
|
|
|
Services transferred at a point in time |
|
|
|
|
|
$ |
1,077.3 |
|
|
$ |
945.1 |
|
Services transferred over time |
|
|
|
|
|
264.7 |
|
|
305.2 |
|
One-time charges and miscellaneous revenues |
|
|
|
|
|
4.6 |
|
|
3.0 |
|
Total revenues |
|
|
|
|
|
$ |
1,346.6 |
|
|
$ |
1,253.3 |
|
The timing of revenue recognition, billings and cash collections
results in billed accounts receivable, and customer advances and
deposits (contract liabilities) on the consolidated balance sheets.
Certain fees for transactions, annual licenses, and other revenue
arrangements are billed upfront before revenue is recognized, which
results in the recognition of contract liabilities. These
liabilities are recognized on the consolidated balance sheets on a
contract-by-contract basis upon commencement of services under the
customer contract. These upfront customer payments are recognized
as revenue over time as the obligations under the contracts are
satisfied. Changes in the contract liability balances during the
quarter ended March 31, 2022 were not materially impacted by
any other factors. The balance of contract liabilities was
$46.1 million
and $15.2 million as of March 31, 2022 and December 31,
2021, respectively.
4. Performance Bonds and Guaranty Fund Contributions
Performance Bonds and Guaranty Fund Contributions.
CME has been designated as a systemically important financial
market utility by the Financial Stability Oversight Council and is
authorized to maintain cash accounts at the Federal Reserve Bank of
Chicago. At March 31, 2022, CME maintained $158.2 billion
within the cash account at the Federal Reserve Bank of Chicago. The
cash deposit at the Federal Reserve Bank of Chicago is included
within performance bonds and guaranty fund contributions on the
consolidated balance sheets.
Clearing House Contract Settlement.
The clearing house marks-to-market open positions for all futures
and options contracts twice a day (once a day for CME's
cleared-only interest rate swap contracts). Based on values derived
from the mark-to-market process, the clearing house requires
payments from clearing firms whose positions have lost value and
makes payments to clearing firms whose positions have gained value.
Under the extremely unlikely scenario of simultaneous default by
every clearing firm who has open positions with unrealized losses,
the maximum exposure related to positions other than cleared-only
interest rate swap contracts would be one half day of changes in
fair value of all open positions, before considering the clearing
house's ability to access defaulting clearing firms' collateral
deposits.
For CME's cleared-only interest rate swap contracts, the maximum
exposure related to CME's guarantee would be one full day of
changes in fair value of all open positions, before considering
CME's ability to access defaulting clearing firms'
collateral.
During the first quarter of 2022, the clearing house transferred an
average of approximately $6.4 billion a day through its
clearing systems for settlement from clearing firms whose positions
had lost value to clearing firms whose positions had
gained
value. The clearing house reduces its guarantee exposure through
initial and maintenance performance bond requirements and mandatory
guaranty fund contributions. Management has assessed the fair value
of the company's settlement guarantee liability by taking the
following factors into consideration: the design and operations of
the clearing risk management process, the financial safeguard
packages in place, historical evidence of default by a clearing
member and the estimated probability of potential payouts by the
clearing house. Based on the assessment performed, management
estimates the guarantee liability to be nominal and therefore has
not recorded any liability at March 31, 2022 and
December 31, 2021. The company does not have a history of
significant losses recognized on performance bond collateral as
posted by our clearing members, and management currently does not
anticipate any future credit losses on its performance bond assets.
Accordingly, the company has not provided an allowance for credit
losses on these performance bond deposits, nor has it recorded any
liabilities to reflect an allowance for credit losses related to
our off-balance sheet credit exposures and guarantees.
5. Intangible Assets and Goodwill
Intangible assets consisted of the following at March 31, 2022
and December 31, 2021:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2022 |
|
December 31, 2021 |
(in millions) |
|
Assigned Value |
|
Accumulated
Amortization |
|
|
|
Net Book
Value |
|
Assigned Value |
|
Accumulated
Amortization |
|
Deconsolidation(2)
|
|
Net Book
Value |
Amortizable Intangible Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Clearing firm, market data and other customer
relationships |
|
$ |
4,714.0 |
|
|
$ |
(1,757.5) |
|
|
|
|
$ |
2,956.5 |
|
|
$ |
5,818.2 |
|
|
$ |
(1,847.7) |
|
|
(950.0) |
|
|
$ |
3,020.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Technology-related intellectual property |
|
62.5 |
|
|
(50.2) |
|
|
|
|
12.3 |
|
|
175.3 |
|
|
(76.3) |
|
|
(84.6) |
|
|
14.4 |
|
Other |
|
72.8 |
|
|
(28.4) |
|
|
|
|
44.4 |
|
|
105.7 |
|
|
(35.5) |
|
|
(23.1) |
|
|
47.1 |
|
Total amortizable intangible assets |
|
$ |
4,849.3 |
|
|
$ |
(1,836.1) |
|
|
|
|
$ |
3,013.2 |
|
|
$ |
6,099.2 |
|
|
$ |
(1,959.5) |
|
|
$ |
(1,057.7) |
|
|
3,082.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Indefinite-Lived Intangible Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade names |
|
|
|
|
|
|
|
450.0 |
|
|
|
|
|
|
|
|
450.0 |
|
Total intangible assets – other, net |
|
|
|
|
|
|
|
$ |
3,463.2 |
|
|
|
|
|
|
|
|
$ |
3,532.0 |
|
Trading products
(1)
|
|
|
|
|
|
|
|
$ |
17,175.3 |
|
|
|
|
|
|
|
|
$ |
17,175.3 |
|
(1)Trading
products represent futures and options products acquired in our
business combinations with CBOT Holdings, Inc., NYMEX Holdings,
Inc. and The Board of Trade of Kansas City, Missouri, Inc. Clearing
and transaction fees are generated through the trading of these
products. These trading products, most of which have traded for
decades, require authorization from the Commodity Futures Trading
Commission (CFTC). Product authorizations from the CFTC have no
term limits.
(2)The
activity from deconsolidation includes intangible assets as part of
the contribution of the net assets of the optimization business to
OSTTRA.
Total amortization expense for intangible assets was $58.4 million
and $60.6 million for the quarters ended March 31, 2022 and
2021, respectively.
As of March 31, 2022, the future estimated amortization
expense related to amortizable intangible assets is expected to be
as follows:
|
|
|
|
|
|
(in millions) |
Amortization Expense |
Remainder of 2022 |
$ |
173.3 |
|
2023 |
229.7 |
|
2024 |
223.2 |
|
2025 |
223.2 |
|
2026 |
223.2 |
|
2027 |
221.9 |
|
Thereafter |
1,718.7 |
|
Goodwill activity consisted of the following for the periods ended
March 31, 2022 and December 31, 2021:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in millions) |
|
Balance at December 31, 2021 |
|
Deconsolidation
(1)
|
|
|
|
Other
Activity
(2)
|
|
Balance at March 31, 2022 |
CBOT Holdings |
|
$ |
5,066.4 |
|
|
$ |
— |
|
|
|
|
$ |
— |
|
|
$ |
5,066.4 |
|
NYMEX Holdings |
|
2,462.2 |
|
|
— |
|
|
|
|
— |
|
|
2,462.2 |
|
NEX |
|
2,959.0 |
|
|
— |
|
|
|
|
(12.2) |
|
|
2,946.8 |
|
Other |
|
40.4 |
|
|
— |
|
|
|
|
— |
|
|
40.4 |
|
Total Goodwill |
|
$ |
10,528.0 |
|
|
$ |
— |
|
|
|
|
$ |
(12.2) |
|
|
$ |
10,515.8 |
|
(in millions) |
|
Balance at December 31, 2020 |
|
Deconsolidation
(1)
|
|
|
|
Other
Activity
(2)
|
|
Balance at December 31, 2021 |
CBOT Holdings |
|
$ |
5,066.4 |
|
|
$ |
— |
|
|
|
|
$ |
— |
|
|
$ |
5,066.4 |
|
NYMEX Holdings |
|
2,462.2 |
|
|
— |
|
|
|
|
— |
|
|
2,462.2 |
|
NEX |
|
3,229.8 |
|
|
(246.2) |
|
|
|
|
(24.6) |
|
|
2,959.0 |
|
Other |
|
40.4 |
|
|
— |
|
|
|
|
— |
|
|
40.4 |
|
Total Goodwill |
|
$ |
10,798.8 |
|
|
$ |
(246.2) |
|
|
|
|
$ |
(24.6) |
|
|
$ |
10,528.0 |
|
__________
1) The activity from deconsolidation includes goodwill as part of
the contribution of the net assets of the optimization business to
OSTTRA.
2) Other activity includes currency translation
adjustments.
6. Debt
In March 2022, the company completed an offering of
$750.0 million of its 2.65% fixed rate notes due March 2032.
The company used the net proceeds from the offering, together with
cash on hand, to redeem all $750.0 million of its 3.00% fixed
rate notes due September 2022 in March 2022. As part of the
redemption, the company paid a call premium of $6.2 million,
which is recognized in other non-operating income
(expense).
Short-term debt consisted of the following at March 31, 2022
and December 31, 2021:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in millions) |
|
March 31, 2022 |
|
December 31, 2021 |
$750.0 million fixed rate notes due September 2022, stated rate of
3.00%
(1)
|
|
— |
|
|
749.4 |
|
Total short-term debt |
|
$ |
— |
|
|
$ |
749.4 |
|
(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 3.32%.
Long-term debt consisted of the following at March 31, 2022
and December 31, 2021:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in millions) |
|
March 31, 2022 |
|
December 31, 2021 |
€15.0 million fixed rate notes due May 2023, stated rate of
4.30% |
|
16.6 |
|
|
16.8 |
|
$750.0 million fixed rate notes due March 2025, stated rate of
3.00%
(1)
|
|
747.9 |
|
|
747.7 |
|
$500.0 million fixed rate notes due June 2028, stated rate of
3.75% |
|
497.3 |
|
|
497.2 |
|
$750.0 million fixed rate notes due March 2032, stated rate of
2.65%
|
|
741.2 |
|
|
— |
|
$750.0 million fixed rate notes due September 2043, stated rate of
5.30%
(2)
|
|
743.4 |
|
|
743.4 |
|
$700.0 million fixed rate notes due June 2048, stated rate of
4.15% |
|
690.7 |
|
|
690.6 |
|
Total long-term debt |
|
$ |
3,437.1 |
|
|
$ |
2,695.7 |
|
(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%.
(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%.
Long-term debt maturities, at par value (in U.S. dollar
equivalent), were as follows at March 31, 2022:
|
|
|
|
|
|
(in millions) |
Par Value |
2023 |
$ |
16.7 |
|
2024 |
— |
|
2025 |
750.0 |
|
2026 |
— |
|
2027 |
— |
|
Thereafter |
2,700.0 |
|
7. Contingencies
Legal and Regulatory Matters.
In the normal course of business, the company discusses matters
with its regulators raised during regulatory examinations or
otherwise subject to their inquiry and oversight. These matters
could result in censures, fines, penalties or other sanctions.
Management believes the outcome of any resulting actions will not
have a material impact on its consolidated financial position or
results of operations. However, the company is unable to predict
the outcome or the timing of the ultimate resolution of these
matters, or the potential fines, penalties or injunctive or other
equitable relief, if any, that may result from these
matters.
A putative class action complaint was filed January 15, 2014 in the
Circuit Court of Cook County, Chancery Division, against CME Group
Inc. and the Board of Trade of the City of Chicago, Inc. The
plaintiffs, certain Class B shareholders of CME Group and Class B
members of CBOT, allege breach of contract and breach of the
implied covenant of good faith and fair dealing for violations of
their core rights granted in the defendants’ respective
Certificates of Incorporation. 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. Based on its investigation to
date, the company believes that it has strong factual and legal
defenses to the claims.
In addition, the company is a defendant in, and has potential for,
various other legal proceedings arising from its regular business
activities. While the ultimate results of such proceedings against
the company cannot be predicted with certainty, the company
believes that the resolution of any of these matters on an
individual or aggregate basis will not have a material impact on
its consolidated financial position or results of
operations.
No
accrual was required for legal and regulatory matters as none were
probable and estimable as of March 31, 2022 and
December 31, 2021.
Intellectual 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. The potential future claims relating to these
indemnifications cannot be estimated and therefore no liability has
been recorded.
8. Leases
The company has operating leases for corporate offices. The
operating leases have remaining lease terms of up to 16 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
whether these options are exercisable 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. For certain office spaces,
the company has entered into arrangements to sublease excess space
to third parties, while the original lease contract remains in
effect with the landlord.
The company also has one finance lease, which is related to the
sale of our data center in March 2016. In connection with the sale,
the company leased back a portion of the property. The sale
leaseback transaction was recognized under the financing method and
not as a sale leaseback arrangement.
The right-of-use lease asset is recorded within other assets, and
the present value of the lease liability is recorded within other
liabilities (segregated between short term and long term) on the
consolidated balance sheets. The discount rate applied to the lease
payments represents the company's incremental borrowing
rate.
The components of lease costs were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended
March 31, |
(in millions) |
|
|
|
|
2022 |
|
2021 |
Operating lease expense: |
|
|
|
|
|
|
|
Operating lease cost |
|
|
|
|
$ |
14.7 |
|
|
$ |
16.8 |
|
Short-term lease cost |
|
|
|
|
0.1 |
|
|
0.2 |
|
Total operating lease expense included in other expense |
|
|
|
|
$ |
14.8 |
|
|
$ |
17.0 |
|
|
|
|
|
|
|
|
|
Finance lease expense: |
|
|
|
|
|
|
|
Interest expense |
|
|
|
|
$ |
0.7 |
|
|
$ |
0.8 |
|
Depreciation expense |
|
|
|
|
2.2 |
|
|
2.2 |
|
Total finance lease expense |
|
|
|
|
$ |
2.9 |
|
|
$ |
3.0 |
|
|
|
|
|
|
|
|
|
Sublease revenue included in other revenue |
|
|
|
|
$ |
2.7 |
|
|
$ |
2.5 |
|
Supplemental cash flow information related to leases was as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended
March 31, |
(in millions) |
|
|
|
|
2022 |
|
2021 |
Cash outflows for operating leases |
|
|
|
|
$ |
16.9 |
|
|
$ |
15.3 |
|
Cash outflows for finance leases |
|
|
|
|
4.3 |
|
|
4.2 |
|
Supplemental balance sheet information related to leases was as
follows:
Operating leases
|
|
|
|
|
|
|
|
|
|
|
|
(in millions) |
March 31, 2022 |
|
December 31, 2021 |
Operating lease right-of-use assets |
$ |
338.8 |
|
|
$ |
345.3 |
|
|
|
|
|
Operating lease liabilities: |
|
|
|
Other current liabilities |
$ |
47.4 |
|
|
$ |
47.3 |
|
Other liabilities |
433.7 |
|
|
449.4 |
|
Total operating lease liabilities |
$ |
481.1 |
|
|
$ |
496.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average remaining lease term (in months) |
129 |
|
132 |
Weighted average discount rate |
3.9 |
% |
|
3.9 |
% |
Finance leases
|
|
|
|
|
|
|
|
|
|
|
|
(in millions) |
March 31, 2022 |
|
December 31, 2021 |
Finance lease right-of-use assets |
$ |
78.0 |
|
|
$ |
80.2 |
|
|
|
|
|
Finance lease liabilities: |
|
|
|
Other current liabilities |
$ |
8.0 |
|
|
$ |
7.9 |
|
Other liabilities |
73.9 |
|
|
75.9 |
|
Total finance lease liabilities |
$ |
81.9 |
|
|
$ |
83.8 |
|
|
|
|
|
Weighted average remaining lease term (in months) |
108 |
|
111 |
Weighted average discount rate |
3.5 |
% |
|
3.5 |
% |
Future minimum lease payments were as follows as of March 31,
2022 for operating and finance leases:
|
|
|
|
|
|
|
(in millions) |
|
Operating Leases |
Remainder of 2022 |
|
$ |
49.0 |
|
2023 |
|
65.9 |
|
2024 |
|
61.3 |
|
2025 |
|
58.3 |
|
2026 |
|
54.0 |
|
2027 |
|
51.7 |
|
Thereafter |
|
252.1 |
|
Total lease payments |
|
592.3 |
|
Less: imputed interest |
|
(111.2) |
|
Present value of lease liability |
|
$ |
481.1 |
|
|
|
|
|
|
|
|
(in millions) |
|
Finance Leases |
Remainder of 2022 |
|
$ |
12.8 |
|
2023 |
|
17.2 |
|
2024 |
|
17.4 |
|
2025 |
|
17.5 |
|
2026 |
|
17.6 |
|
2027 |
|
17.8 |
|
Thereafter |
|
58.9 |
|
Total lease payments |
|
159.2 |
|
Less: imputed interest |
|
(77.3) |
|
Present value of lease liability |
|
$ |
81.9 |
|
9. Guarantees
Mutual Offset Agreement.
CME and Singapore Exchange Limited (SGX) maintain a mutual offset
agreement with a current term through May 2023. This agreement
enables market participants to open a futures position on one
exchange and liquidate it on the other. The term of the agreement
will automatically renew for a one-year period after May 2023
unless either party provides advance notice of their intent to
terminate. CME can maintain collateral in the form of irrevocable,
standby letters of credit. At March 31, 2022, CME was
contingently liable to SGX on letters of credit totaling
$330.0 million.
CME also maintains a
$350.0 million
line of credit to meet its obligations under this agreement.
Regardless of the collateral, CME guarantees all cleared
transactions submitted through SGX and would initiate procedures
designed to satisfy these financial obligations in the event of a
default, such as the use of performance bonds and guaranty fund
contributions of the defaulting clearing firm. Management has
assessed the fair value of the company's guarantee liability under
this mutual offset agreement by taking the following factors into
consideration: the design and operations of the clearing risk
management process, the financial safeguard packages in place,
historical evidence of default by a clearing member and the
estimated probability of
potential payouts by the clearing house. Based on the assessment
performed, management estimates the guarantee liability to be
nominal and therefore has not recorded any liability at
March 31, 2022 and December 31, 2021.
Family Farmer and Rancher Protection Fund.
In 2012, the company established the Family Farmer and Rancher
Protection Fund (the Fund). The Fund is designed to provide
payments, up to certain maximum levels, to family farmers, ranchers
and other agricultural industry participants who use the company's
agricultural commodity products and who suffer losses to their
segregated account balances due to their CME clearing member
becoming insolvent. Under the terms of the Fund, farmers and
ranchers are eligible for up to $25,000 per participant. Farming
and ranching cooperatives are eligible for up to $100,000 per
cooperative. The Fund was established with a maximum of $100.0
million available for distribution to participants. Since its
establishment, the Fund has made payments of approximately $2.0
million, which leaves $98.0 million available for future claims.
If, at any time, payments due to participants were to exceed the
amount remaining in the fund, payments would be pro-rated. Clearing
members and customers must register with the company in advance 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
March 31, 2022 and December 31, 2021.
10. Accumulated Other Comprehensive Income (Loss)
The following tables present changes in the accumulated balances
for each component of other comprehensive income (loss), including
current period other comprehensive income (loss) and
reclassifications out of accumulated other comprehensive income
(loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in millions) |
Investment Securities |
|
Defined Benefit Plans |
|
Derivative Investments |
|
Foreign Currency Translation |
|
Total |
Balance at December 31, 2021 |
$ |
1.1 |
|
|
$ |
(34.8) |
|
|
$ |
66.1 |
|
|
$ |
21.1 |
|
|
$ |
53.5 |
|
Other comprehensive income (loss) before reclassifications and
income tax benefit (expense) |
(1.3) |
|
|
(3.7) |
|
|
— |
|
|
(22.6) |
|
|
(27.6) |
|
Amounts reclassified from accumulated other comprehensive income
(loss) |
— |
|
|
0.3 |
|
|
0.8 |
|
|
— |
|
|
1.1 |
|
Income tax benefit (expense) |
0.3 |
|
|
0.9 |
|
|
(0.2) |
|
|
— |
|
|
1.0 |
|
Net current period other comprehensive income (loss) |
(1.0) |
|
|
(2.5) |
|
|
0.6 |
|
|
(22.6) |
|
|
(25.5) |
|
Balance at March 31, 2022 |
$ |
0.1 |
|
|
$ |
(37.3) |
|
|
$ |
66.7 |
|
|
$ |
(1.5) |
|
|
$ |
28.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in millions) |
Investment Securities |
|
Defined Benefit Plans |
|
Derivative Investments |
|
Foreign Currency Translation |
|
Total |
Balance at December 31, 2020 |
$ |
1.6 |
|
|
$ |
(57.1) |
|
|
$ |
67.0 |
|
|
$ |
123.4 |
|
|
$ |
134.9 |
|
Other comprehensive income (loss) before reclassifications and
income tax benefit (expense) |
(1.1) |
|
|
— |
|
|
— |
|
|
(51.2) |
|
|
(52.3) |
|
Amounts reclassified from accumulated other comprehensive income
(loss) |
— |
|
|
1.1 |
|
|
(0.3) |
|
|
— |
|
|
0.8 |
|
Income tax benefit (expense) |
0.3 |
|
|
(0.3) |
|
|
0.1 |
|
|
— |
|
|
0.1 |
|
Net current period other comprehensive income (loss) |
(0.8) |
|
|
0.8 |
|
|
(0.2) |
|
|
(51.2) |
|
|
(51.4) |
|
|
|
|
|
|
|
|
|
|
|
Balance at March 31, 2021 |
$ |
0.8 |
|
|
$ |
(56.3) |
|
|
$ |
66.8 |
|
|
$ |
72.2 |
|
|
$ |
83.5 |
|
11. Fair Value Measurements
The company uses a three-level classification hierarchy of fair
value measurements for disclosure purposes:
•Level
1 inputs, which are considered the most reliable evidence of fair
value, consist of quoted prices (unadjusted) for identical assets
or liabilities in active markets.
•Level
2 inputs consist of observable market data, such as quoted prices
for similar assets and liabilities in active markets, or inputs
other than quoted prices that are directly observable.
•Level
3 inputs consist of unobservable inputs which are derived and
cannot be corroborated by market data or other entity-specific
inputs.
The company's level 1 assets generally include investments in
publicly traded mutual funds, equity securities and corporate debt
securities with quoted market prices. In general, the company uses
quoted prices in active markets for identical assets to determine
the fair value of marketable securities.
The company's level 2 assets and liabilities generally consist of
long-term debt notes. The fair values of the long-term debt notes
were based on quoted market prices in an inactive
market.
The company's level 3 assets and liabilities include certain
investments that were adjusted to fair value.
Recurring Fair Value Measurements.
Financial assets and liabilities recorded at fair value on the
consolidated balance sheet as of March 31, 2022 were
classified in their entirety based on the lowest level of input
that was significant to each asset and liability's fair value
measurement. The following table presents financial instruments
measured at fair value on a recurring basis:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2022 |
(in millions) |
|
Level 1 |
|
Level 2 |
|
Level 3 |
|
Total |
Assets at Fair Value: |
|
|
|
|
|
|
|
|
Marketable securities: |
|
|
|
|
|
|
|
|
Corporate debt securities |
|
$ |
14.2 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
14.2 |
|
|
|
|
|
|
|
|
|
|
Mutual funds |
|
95.2 |
|
|
— |
|
|
— |
|
|
95.2 |
|
Equity securities |
|
0.2 |
|
|
— |
|
|
— |
|
|
0.2 |
|
|
|
|
|
|
|
|
|
|
Total Marketable Securities |
|
109.6 |
|
|
— |
|
|
— |
|
|
109.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Assets at Fair Value |
|
$ |
109.6 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
109.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Recurring Fair Value
Measurements.
During the first quarter of 2022, the company recognized a net
unrealized gain on tan investment of $1.0 million on an equity
investment without readily determinable fair value. The fair value
of the investment was estimated to be $7.3 million at
March 31, 2022. The assessment was based on quantitative and
qualitative indicators of fair value. The fair value measurement of
the investment is considered level 3 and
non-recurring.
Fair Values of Long-Term Debt Notes.
The following
presents the estimated fair values of 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 March 31, 2022, the fair values (in U.S. dollar equivalent)
were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
(in millions) |
Fair Value |
|
Level |
|
|
|
|
€15.0 million fixed rate notes due May 2023 |
17.4 |
|
|
Level 2 |
$750.0 million fixed rate notes due March 2025 |
755.1 |
|
|
Level 2 |
$500.0 million fixed rate notes due June 2028 |
511.9 |
|
|
Level 2 |
$750.0 million fixed rate notes due March 2032 |
718.7 |
|
|
Level 2 |
$750.0 million fixed rate notes due September 2043 |
914.4 |
|
|
Level 2 |
$700.0 million fixed rate notes due June 2048 |
738.2 |
|
|
Level 2 |
|
|
|
|
12. 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. Net income attributable to common shareholders is reduced
for preferred stock dividends earned during the period. Preferred
stock also receives a proportionate allocation of undistributed or
overdistributed earnings for the period because Series G preferred
stock has a contractual obligation to share in profits and losses
of the company. Diluted earnings per share is computed by dividing
the net income attributable to common shareholders by the weighted
average number of common shares outstanding plus potentially
dilutive common shares. Anti-dilutive stock awards were as follows
for the periods presented:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended
March 31, |
(in thousands) |
|
|
|
|
2022 |
|
2021 |
|
|
|
|
|
|
|
|
Stock awards |
|
|
|
|
78 |
|
|
154 |
|
Total |
|
|
|
|
78 |
|
|
154 |
|
The following table presents the earnings per share calculation for
the periods presented:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended
March 31, |
|
|
|
|
|
|
2022 |
|
2021 |
Net Income Attributable to CME Group
(in millions)
|
|
|
|
|
|
$ |
711.0 |
|
|
$ |
574.4 |
|
Less: preferred stock dividends |
|
|
|
|
|
(4.6) |
|
|
— |
|
Less: undistributed earnings allocated to preferred
stock |
|
|
|
|
|
(4.4) |
|
|
— |
|
Net Income Attributable to Common Shareholders of CME
Group |
|
|
|
|
|
$ |
702.0 |
|
|
$ |
574.4 |
|
|
|
|
|
|
|
|
|
|
Weighted Average Number of Common Shares
(in thousands):
|
|
|
|
|
|
|
|
|
Basic |
|
|
|
|
|
358,609 |
|
|
358,147 |
|
Effect of stock options, restricted stock and performance
shares |
|
|
|
|
|
571 |
|
|
670 |
|
Diluted |
|
|
|
|
|
359,180 |
|
|
358,817 |
|
Earnings per Common Share Attributable to Common Shareholders of
CME Group: |
|
|
|
|
|
|
|
|
Basic |
|
|
|
|
|
$ |
1.96 |
|
|
$ |
1.60 |
|
Diluted |
|
|
|
|
|
1.95 |
|
|
1.60 |
|
13. Subsequent Events
The company has evaluated subsequent events through the date the
financial statements were issued. The company has determined that
there were no subsequent events that met the requirement for
recognition or disclosure in the consolidated financial
statements.
|
|
|
|
|
|
ITEM 2. |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS |
The following discussion is provided as a supplement to, and should
be read in conjunction with, the accompanying unaudited
consolidated financial statements and notes in this Quarterly
Report on Form 10-Q and our Annual Report on Form 10-K for the year
ended December 31, 2021, filed with the SEC on February 25,
2022.
References in this discussion and analysis to “we” and “our” are to
CME Group Inc. (CME Group) and its consolidated subsidiaries,
collectively. References to “exchange” are to Chicago Mercantile
Exchange Inc. (CME), the Board of Trade of the City of Chicago,
Inc. (CBOT), New York Mercantile Exchange, Inc. (NYMEX), and
Commodity Exchange, Inc. (COMEX), collectively, unless otherwise
noted.
RESULTS OF OPERATIONS
Financial Highlights
The following summarizes significant changes in our financial
performance for the periods presented.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended
March 31, |
|
|
(dollars in millions, except per share data) |
|
|
|
|
|
|
|
2022 |
|
2021 |
|
Change |
Total revenues |
|
|
|
|
|
|
|
$ |
1,346.6 |
|
|
$ |
1,253.3 |
|
|
7 |
% |
Total expenses |
|
|
|
|
|
|
|
487.5 |
|
|
528.2 |
|
|
(8) |
|
Operating margin |
|
|
|
|
|
|
|
63.8 |
% |
|
57.9 |
% |
|
|
Non-operating income (expense) |
|
|
|
|
|
|
|
$ |
57.2 |
|
|
$ |
27.2 |
|
|
110 |
|
Effective tax rate |
|
|
|
|
|
|
|
22.4 |
% |
|
23.6 |
% |
|
|
Net income attributable to CME Group |
|
|
|
|
|
|
|
$ |
711.0 |
|
|
$ |
574.4 |
|
|
24 |
|
Diluted earnings per common share attributable to CME
Group |
|
|
|
|
|
|
|
1.95 |
|
|
1.60 |
|
|
22 |
|
Cash flows from operating activities |
|
|
|
|
|
|
|
799.1 |
|
|
602.7 |
|
|
33 |
|
Revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended
March 31, |
|
|
(dollars in millions) |
|
|
|
|
|
|
|
2022 |
|
2021 |
|
Change |
Clearing and transaction fees |
|
|
|
|
|
|
|
$ |
1,138.1 |
|
|
$ |
1,007.0 |
|
|
13 |
% |
Market data and information services |
|
|
|
|
|
|
|
151.7 |
|
|
144.2 |
|
|
5 |
|
Other |
|
|
|
|
|
|
|
56.8 |
|
|
102.1 |
|
|
(44) |
|
Total Revenues |
|
|
|
|
|
|
|
$ |
1,346.6 |
|
|
$ |
1,253.3 |
|
|
7 |
|
Clearing and Transaction Fees
Futures and Options Contracts
The following table summarizes our total contract volume, revenue
and average rate per contract for futures and options. Total
contract volume includes contracts that are traded on our exchange
and cleared through our clearing house and certain cleared-only
contracts. Volume is measured in round turns, which is considered a
completed transaction that involves a purchase and an offsetting
sale of a contract. Average rate per contract is determined by
dividing total clearing and transaction fees by total contract
volume. Contract volume and average rate per contract disclosures
exclude trading volume for the cash markets business and interest
rate swaps volume.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended
March 31, |
|
|
|
|
|
|
|
|
|
|
2022 |
|
2021 |
|
Change |
Total contract volume (in millions) |
|
|
|
|
|
|
|
1,607.1 |
|
|
1,331.5 |
|
|
21 |
% |
Clearing and transaction fees (in millions) |
|
|
|
|
|
|
|
$ |
1,034.3 |
|
|
$ |
875.6 |
|
|
18 |
|
Average rate per contract |
|
|
|
|
|
|
|
$ |
0.644 |
|
|
$ |
0.658 |
|
|
(2) |
|
We estimate the following net changes in clearing and transaction
fees based on a change in total contract volume and a change in
average rate per contract for futures and options during the first
quarter of 2022 when compared with the same period in
2021.
|
|
|
|
|
|
|
|
|
|
|
(in millions) |
|
|
|
Quarter Ended |
Increase due to changes in total contract volume |
|
|
|
$ |
177.4 |
|
Decrease due to changes in average rate per contract |
|
|
|
(18.7) |
|
Net increase in clearing and transaction fees |
|
|
|
$ |
158.7 |
|
Average rate per contract is impacted by our rate structure,
including volume-based incentives; product mix; trading venue, and
the percentage of volume executed by customers who are members
compared with non-member customers. Due to the relationship between
average rate per contract and contract volume, the change in
clearing and transaction fees attributable to changes in each is
only an approximation.
Contract Volume
The following table summarizes average daily contract volume.
Contract volume can be influenced by many factors, including
political and economic conditions, the regulatory environment and
market competition.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended
March 31, |
|
|
(amounts in thousands) |
|
|
|
|
|
|
|
2022 |
|
2021 |
|
Change |
Average Daily Volume by Product Line: |
|
|
|
|
|
|
|
|
|
|
|
|
Interest rates |
|
|
|
|
|
|
|
12,484 |
|
10,349 |
|
21 |
% |
Equity indexes |
|
|
|
|
|
|
|
7,950 |
|
6,117 |
|
30 |
|
Foreign exchange |
|
|
|
|
|
|
|
904 |
|
852 |
|
6 |
|
Agricultural commodities |
|
|
|
|
|
|
|
1,474 |
|
1,471 |
|
— |
|
Energy |
|
|
|
|
|
|
|
2,515 |
|
2,363 |
|
6 |
|
Metals |
|
|
|
|
|
|
|
593 |
|
675 |
|
(12) |
|
Aggregate average daily volume |
|
|
|
|
|
|
|
25,920 |
|
21,827 |
|
19 |
|
Average Daily Volume by Venue: |
|
|
|
|
|
|
|
|
|
|
|
|
CME Globex |
|
|
|
|
|
|
|
24,060 |
|
20,436 |
|
18 |
|
Open outcry |
|
|
|
|
|
|
|
1,030 |
|
678 |
|
52 |
|
Privately negotiated |
|
|
|
|
|
|
|
830 |
|
713 |
|
16 |
|
Aggregate average daily volume |
|
|
|
|
|
|
|
25,920 |
|
21,827 |
|
19 |
|
Electronic Volume as a Percentage of Total Volume |
|
|
|
|
|
|
|
93% |
|
94 |
% |
|
|
Overall market volatility increased throughout the first quarter of
2022 following lower overall volatility in the first quarter of
2021. During the first quarter of 2022, the Federal Reserve's
indication of multiple rate increases in 2022 as well as its
decision to taper bond purchases resulted in higher volatility
within the interest rate market. In addition, equity and energy
contract volume increased in the first quarter 2022 when compared
with the same period in 2021, largely due to the rising tension and
geopolitical uncertainty with Russia and Ukraine. We believe these
factors led to the changes in contract volume during the first
quarter of 2022, when compared with the same period in
2021.
Interest Rate Products
The following table summarizes average daily contract volume for
our key interest rate products.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended
March 31, |
|
|
(amounts in thousands) |
|
|
|
|
|
|
|
2022 |
|
2021 |
|
Change |
Eurodollar futures and options: |
|
|
|
|
|
|
|
|
|
|
|
|
Futures expiring within two years |
|
|
|
|
|
|
|
1,869 |
|
|
1,262 |
|
|
48 |
% |
Options |
|
|
|
|
|
|
|
1,489 |
|
|
1,106 |
|
|
35 |
|
Futures expiring beyond two years |
|
|
|
|
|
|
|
811 |
|
|
1,414 |
|
|
(43) |
% |
SOFR futures and options: |
|
|
|
|
|
|
|
|
|
|
|
|
Futures expiring within two years |
|
|
|
|
|
|
|
1,043 |
|
|
102 |
|
|
n.m. |
Futures expiring beyond two years |
|
|
|
|
|
|
|
156 |
|
|
10 |
|
|
n.m. |
Options |
|
|
|
|
|
|
|
39 |
|
|
— |
|
|
n.m. |
U.S. Treasury futures and options: |
|
|
|
|
|
|
|
|
|
|
|
|
10-Year
(1)
|
|
|
|
|
|
|
|
2,855 |
|
|
2,941 |
|
|
(3) |
|
5-Year
(1)
|
|
|
|
|
|
|
|
1,742 |
|
|
1,480 |
|
|
18 |
|
2-Year
(1)
|
|
|
|
|
|
|
|
711 |
|
|
502 |
|
|
41 |
|
Treasury Bond
(1)
|
|
|
|
|
|
|
|
557 |
|
|
688 |
|
|
(19) |
|
Federal Funds futures and options |
|
|
|
|
|
|
|
414 |
|
|
100 |
|
|
n.m. |
|
|
|
|
|
|
|
|
|
|
|
|
|
_______________
(1) U.S. Treasury futures and options now include respective weekly
treasury options that were previously separated under a unique
product category. Prior period amounts have been revised to conform
to the current period presentation.
n.m. not meaningful
In the first quarter of 2022, overall interest rate contract volume
increased when compared with the same period in 2021.
We
believe this increase in volume resulted from higher interest rate
volatility as a result of a change in market expectations regarding
the Federal Reserve's interest rate policy, following indication
that it is planning multiple rate increases in 2022 as well as its
decision to taper bond purchases. The increase in Secured Overnight
Financing Rate contract (SOFR) volume is due to more market
participants transitioning to the new reference rate.
Equity Index Products
The following table summarizes average daily contract volume for
our key equity index products.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended
March 31, |
|
|
(amounts in thousands) |
|
|
|
|
|
|
|
2022 |
|
2021 |
|
Change |
E-mini S&P 500 futures and options
(1)
|
|
|
|
|
|
|
|
4,477 |
|
|
3,490 |
|
|
28 |
% |
E-mini Nasdaq 100 futures and options
(1)
|
|
|
|
|
|
|
|
2,381 |
|
|
1,725 |
|
|
38 |
|
E-mini Russell 2000 futures and options
(1)
|
|
|
|
|
|
|
|
452 |
|
|
416 |
|
|
9 |
|
_______________
(1) E-mini S&P 500 and Nasdaq 100 futures and options now
include respective weekly Micro E-mini options that were previously
separated under a unique product category. Prior period amounts
have been revised to conform to the current period
presentation.
In the first quarter of 2022,
equity index contract volume increased when compared with the same
period in 2021. Volatility within the broad-based indexes increased
as a result of the rising tensions and geopolitical uncertainty
with Russia and Ukraine as well as the Federal Reserve's proposed
interest rate policy changes for 2022. In addition, a
market repricing of certain technology-based stocks contributed to
the increase in the E-mini Nasdaq 100 contract volume. We believe
these factors led to the overall increase in equity contract
volume.
Foreign Exchange Products
The following table summarizes average daily contract volume for
our key foreign exchange products.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended
March 31, |
|
|
(amounts in thousands) |
|
|
|
|
|
|
|
2022 |
|
2021 |
|
Change |
Euro |
|
|
|
|
|
|
|
249 |
|
|
229 |
|
|
8 |
% |
Japanese Yen |
|
|
|
|
|
|
|
134 |
|
|
112 |
|
|
20 |
|
British Pound |
|
|
|
|
|
|
|
118 |
|
|
100 |
|
|
18 |
|
Australian dollar |
|
|
|
|
|
|
|
102 |
|
|
120 |
|
|
(15) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Overall foreign exchange contract volume increased in the first
quarter of 2022 when compared with the same period in 2021. Market
volatility increased in early 2022 following low foreign exchange
volatility in 2021 as a result of the rising tension and
geopolitical uncertainty with Russia
and Ukraine
as well as the Federal Reserve's proposed policy changes for
2022.
We believe these factors led to the overall increase in foreign
exchange contract volume.
Agricultural Commodity Products
The following table summarizes average daily contract volume for
our key agricultural commodity products.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended
March 31, |
|
|
(amounts in thousands) |
|
|
|
|
|
|
|
2022 |
|
2021 |
|
Change |
Corn |
|
|
|
|
|
|
|
487 |
|
|
511 |
|
|
(5) |
% |
Soybean |
|
|
|
|
|
|
|
323 |
|
|
328 |
|
|
(1) |
|
Wheat |
|
|
|
|
|
|
|
224 |
|
|
197 |
|
|
14 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Overall commodity contract volume was flat in the first quarter of
2022 when compared with the same period
in 2021. Corn and soybean contract volumes decreased due to lower
volatility as a result of stable prices and demand. However, wheat
volume increased due to higher volatility due to uncertainty around
wheat exports out of the Ukrainian region following the rising
tension and geopolitical uncertainty within that
region.
Energy Products
The following table summarizes average daily contract volume for
our key energy products.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended
March 31, |
|
|
(amounts in thousands) |
|
|
|
|
|
|
|
2022 |
|
2021 |
|
Change |
WTI crude oil |
|
|
|
|
|
|
|
1,438 |
|
|
1,265 |
|
|
14 |
% |
Natural gas |
|
|
|
|
|
|
|
542 |
|
|
569 |
|
|
(5) |
|
Refined products |
|
|
|
|
|
|
|
408 |
|
|
382 |
|
|
7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Overall energy contract volume increased in the first quarter of
2022 when compared with the same period in 2021, largely due to an
increase in volatility within the crude oil market. We believe the
crude oil market exhibited higher volatility as a result of rising
crude oil prices due to rising tensions and geopolitical
uncertainty with Russia and Ukraine. This was partially offset by a
decrease in natural gas volume due to lower volatility as a result
of stabilized prices and market equilibrium.
We believe these factors led to the overall increase in energy
contract volume.
Metal Products
The following table summarizes average daily volume for our key
metal products.
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended
March 31, |
|
|
(amounts in thousands) |
|
|
|
|
|
|
|
2022 |
|
2021 |
|
Change |
Gold |
|
|
|
|
|
|
|
390 |
|
|
404 |
|
|
(3) |
% |
Copper |
|
|
|
|
|
|
|
89 |
|
|
120 |
|
|
(25) |
|
Silver |
|
|
|
|
|
|
|
86 |
|
|
128 |
|
|
(33) |
|
In the first quarter of 2022, metal contract volume decreased when
compared with the same period in 2021. We believe the decrease
is
attributed to lower overall market volatility within the gold and
silver markets. Volatility was higher in 2021, as investors were
using gold and other precious metals as safe-haven investments
following the COVID-19 pandemic.
Average Rate per Contract
The average rate per contract decreased in the first quarter of
2022 when compared with the same period in 2021.
The decrease in the average rate per contract was primarily due to
a change in product mix. Interest rate and equity index contract
volume increased by 3 percentage points as a percent of total
volume, while all other products collectively decreased by 3
percentage points. In general, interest rate and equity index
products have a lower rate per contract compared with the remaining
contracts. In addition, the average rate per contract decreased due
to higher volume-based incentives and discounts on our
contracts.
Cash Markets Business
Total clearing and transaction
fees revenues in the first quarter of 2022 included $86.7 million
of transaction fees attributable to the cash markets business,
compared with $115.1
million in the first quarter of 2021. This revenue primarily
includes BrokerTec Americas LLC's fixed income volume and EBS's
foreign exchange volume. In September 2021, we contributed the net
assets of our optimization business to OSTTRA, our new joint
venture with IHS Markit, which contributed to a $24.3 million
decrease in transaction fees in the first quarter of 2022 when
compared with the same period in 2021.
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended
March 31, |
|
|
(amounts in millions) |
|
2022 |
|
2021 |
|
Change |
BrokerTec fixed income transaction fees |
|
$ |
44.4 |
|
|
$ |
45.5 |
|
|
(2) |
% |
EBS foreign exchange transaction fees |
|
42.3 |
|
|
45.3 |
|
|
(7) |
% |
Optimization transaction fees |
|
— |
|
|
24.3 |
|
|
n.m. |
The
related average daily notional value for the first quarter of 2022
were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended
March 31, |
|
|
(amounts in billions) |
|
|
|
|
|
|
|
2022 |
|
2021 |
|
Change |
European Repo (in euros) |
|
|
|
|
|
|
|
$ |
320.8 |
|
|
$ |
287.3 |
|
|
12 |
% |
U.S. Treasury |
|
|
|
|
|
|
|
147.4 |
|
|
136.0 |
|
|
8 |
|
Spot FX |
|
|
|
|
|
|
|
68.1 |
|
|
72.7 |
|
|
(6) |
|
Overall average daily notional value for the cash markets business
increased in the first quarter of 2022 compared with the same
period in 2021. The increase in European Repo and U.S. Treasury
transactions was largely due to increased volatility as a result of
rising tensions and geopolitical conflicts in Russia and Ukraine as
well as the Federal Reserve's indication of multiple rate increases
in 2022.
We believe these factors led to the overall increase in cash market
average daily notional value.
Despite the increase in average daily notional value, transaction
revenue decreased slightly due to the tiered pricing structure and
incentive rate programs.
Concentration of Revenue
We bill a substantial portion of our clearing and transaction fees
directly to our clearing firms. The majority of clearing and
transaction fees received from clearing firms represent charges for
trades executed and cleared on behalf of their customers. One
individual firm represented approximately 11% of our clearing and
transaction fees in the first quarter of 2022. Should a clearing
firm withdraw, we believe that the customer portion of the firm’s
trading activity would likely transfer to another clearing firm of
the exchange. Therefore, we do not believe we are exposed to
significant risk from the ongoing loss of revenue received from or
through a particular clearing firm.
Other Sources of Revenue
During the first quarter of 2022, overall market data and
information services revenues increased when compared with the same
period in 2021, largely due to a
price increase for certain products and an increase in certain
device counts.
The two largest resellers of our market data represented
approximately 33% of our market data and information services
revenue in the first quarter of 2022. Despite this concentration,
we consider exposure to significant risk of revenue loss to be
minimal. In the event that one of these vendors no longer
subscribes to our market data, we believe the majority of that
vendor’s customers would likely subscribe to our market data
through another reseller. Additionally, several of our largest
institutional customers that utilize services from our two largest
resellers report usage and remit payment of their fees directly to
us.
In the first quarter of 2022, the decrease in other revenue when
compared with the same period in 2021 was largely attributable to
the deconsolidation of the optimization business in September 2021
as part of the contribution of the business's net assets to OSTTRA,
our joint venture with IHS Markit. In the first quarter of 2021,
the optimization business generated $42.5 million of other revenue.
The decrease is also due to a decline in custody fees on non-cash
collateral.
Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended
March 31, |
|
|
(dollars in millions) |
|
|
|
|
|
|
|
2022 |
|
2021 |
|
Change |
Compensation and benefits |
|
|
|
|
|
|
|
$ |
185.2 |
|
|
$ |
225.0 |
|
|
(18) |
% |
Technology |
|
|
|
|
|
|
|
45.9 |
|
|
48.2 |
|
|
(5) |
|
Professional fees and outside services |
|
|
|
|
|
|
|
31.8 |
|
|
37.4 |
|
|
(15) |
|
Amortization of purchased intangibles |
|
|
|
|
|
|
|
58.4 |
|
|
60.6 |
|
|
(4) |
|
Depreciation and amortization |
|
|
|
|
|
|
|
33.5 |
|
|
37.6 |
|
|
(11) |
|
Licensing and other fee agreements |
|
|
|
|
|
|
|
80.9 |
|
|
64.7 |
|
|
25 |
|
Other |
|
|
|
|
|
|
|
51.8 |
|
|
54.7 |
|
|
(5) |
|
Total Expenses |
|
|
|
|
|
|
|
$ |
487.5 |
|
|
$ |
528.2 |
|
|
(8) |
|
Operating expenses
decreased
by $40.7 million in the first quarter of 2022 when compared with
the same period in 2021. The following table shows the estimated
impacts of key factors resulting in the change in operating
expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended,
March 31, 2022 |
|
|
|
|
|
|
Amount of
Change |
|
Change as a
Percentage of
Total Expenses |
(dollars in millions) |
|
Salaries, benefits and employer taxes |
|
|
|
|
|
$ |
(25.0) |
|
|
(5) |
% |
Employee separation and retention costs |
|
|
|
|
|
(9.5) |
|
|
(2) |
|
Non-qualified deferred compensation |
|
|
|
|
|
(8.3) |
|
|
(2) |
|
Foreign currency exchange rate fluctuation |
|
|
|
|
|
(6.7) |
|
|
(1) |
|
Professional fees and outside services |
|
|
|
|
|
(5.6) |
|
|
(1) |
|
Bonus |
|
|
|
|
|
4.6 |
|
|
1 |
|
Licensing and other fee agreements |
|
|
|
|
|
16.2 |
|
|
3 |
|
Other expenses, net |
|
|
|
|
|
(6.4) |
|
|
(1) |
|
Total decrease |
|
|
|
|
|
$ |
(40.7) |
|
|
(8) |
% |
Decreases in operating expenses in the first quarter of 2022 when
compared with the same period in 2021 were as follows:
•Salaries,
benefits and employer taxes were lower during the first quarter of
2022 when compared to the same period in 2021 due to a net decrease
in headcount since March 31, 2022, including the contribution of
employees from CME Group's optimization businesses to the new joint
venture with IHS Markit in September 2021.
•Employee
separation and retention costs were lower during the first quarter
of 2022 due to a lower reduction in workforce compared to the same
period in 2021.
•A
decrease in our non-qualified deferred compensation liability
during the first quarter of 2022, the impact of which does not
affect net income because of an equal and offsetting change in
investment income, contributed to a decrease in compensation and
benefits expense.
•In
the first quarter of 2022, we recognized a net gain of $4.3
million, compared with a net loss of $2.4 million in the same
period in 2021, due to currency exchange rate fluctuations. Gains
and losses from exchange rate fluctuations are recognized in the
consolidated statements of net income when subsidiaries with a U.S.
dollar functional currency hold certain monetary assets and
liabilities denominated in foreign currencies.
•Professional
fees and outside services expenses decreased due to a greater
reliance on consultants for platform integrations, information
security and systems enhancements in the first quarter of 2021 as
well as a reduction in legal fees related to our business
activities and product offerings. The decrease in professional fees
was partially offset by an increase in Google-related consulting
fees that occurred as a result of CME Group's partnership with
Google Cloud, which began in November 2021.
Increases in operating expenses in the first quarter of 2022 when
compared with the same period in 2021 were as follows:
•Bonus
expense increased in the first quarter of 2022 largely due to
performance relative to our 2022 cash earnings target when compared
with our first quarter of 2021 performance relative to our 2021
cash earnings target.
•An
increase in licensing and other fee agreements expense was due to
higher volumes for certain equity products in the first quarter of
2022 compared to the same period in 2021.
Non-Operating Income (Expense)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended
March 31, |
|
|
(dollars in millions) |
|
|
|
|
|
|
|
2022 |
|
2021 |
|
Change |
Investment income |
|
|
|
|
|
|
|
$ |
73.1 |
|
|
$ |
30.9 |
|
|
136 |
% |
Interest and other borrowing costs |
|
|
|
|
|
|
|
(42.5) |
|
|
(41.5) |
|
|
2 |
|
Equity in net earnings of unconsolidated subsidiaries |
|
|
|
|
|
|
|
73.3 |
|
|
56.2 |
|
|
30 |
|
Other non-operating income (expense) |
|
|
|
|
|
|
|
(46.7) |
|
|
(18.4) |
|
|
155 |
|
Total Non-Operating |
|
|
|
|
|
|
|
$ |
57.2 |
|
|
$ |
27.2 |
|
|
110 |
|
Investment income.
In the first quarter of 2022 when compared with the same period in
2021, there was an increase in earnings from cash performance bond
and guaranty fund contributions that are reinvested due to higher
reinvestment balances as well as higher rates of interest earned in
the cash account at the Federal Reserve Bank of Chicago following
an interest rate hike in early 2022.
Equity in net earnings (losses) of unconsolidated
subsidiaries.
In the first quarter of 2022, we recognized our share of net
earnings on our investment in OSTTRA, our new joint venture with
IHS Markit that was formed in September 2021. Higher income
generated from our S&P/Dow Jones Indices LLC (S&P/DJI)
business venture also contributed to an increase in equity in net
earnings of unconsolidated subsidiaries in the first quarter of
2022 when compared with the same period in 2021.
Other income (expense).
In the first quarter of 2022 when compared with the same period in
2021, we recognized higher expense related to the distribution of
interest earned on performance bond collateral reinvestments to the
clearing firms caused by higher interest income earned on our
reinvestment during the period due to a higher Federal Funds rate
in early 2022.
Income Tax Provision
The following table summarizes the effective tax rates for the
periods presented:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2022 |
|
2021 |
|
|
|
|
|
Quarter ended March 31 |
|
22.4 |
% |
|
23.6 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The overall effective tax rate decreased in the first quarter of
2022 when compared with the same period in 2021. The effective tax
rate was lower in the first quarter of 2022 due to a benefit
recognized for the settlement of various tax audits.
Liquidity and Capital Resources
Sources and Uses of Cash.
Net cash provided by operating activities increased in the first
quarter of 2022 when compared with the same period in 2021 largely
due to an increase in trading volume and revenue. Net cash used in
investing activities was lower during the first quarter of 2022
when compared with the same period in 2021 largely due to payments
made in early 2021 to purchase non-controlling interests as well as
a decrease in purchases of property in the first quarter of 2022.
Cash provided by financing activities was lower during the first
quarter of 2022 when compared with the same period in 2021 due to a
smaller increase in cash performance bonds and guaranty fund
contributions.
Debt Instruments.
The following table summarizes our debt outstanding at
March 31, 2022:
|
|
|
|
|
|
(in millions) |
Par Value |
Fixed rate notes due May 2023, stated rate of 4.30% |
€ |
15.0 |
|
Fixed rate notes due March 2025, stated rate of 3.00%
(1)
|
$ |
750.0 |
|
Fixed rate notes due June 2028, stated rate of 3.75% |
$ |
500.0 |
|
Fixed rate notes due March 2032, stated rate of 2.65% |
$ |
750.0 |
|
Fixed rate notes due September 2043, stated rate of 5.30%
(2)
|
$ |
750.0 |
|
Fixed rate notes due June 2048, stated rate of 4.15% |
$ |
700.0 |
|
|
|
_______________
(1)We
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%.
(2)We
maintained a forward-starting interest rate swap agreement that
modified the interest obligation associated with these notes so
that the interest payable effectively became fixed at a rate of
4.73%.
We maintain a $2.3 billion multi-currency revolving senior credit
facility with various financial institutions, which matures in
November 2026. The proceeds from this facility can be used for
general corporate purposes, which includes providing liquidity for
our clearing house in certain circumstances at CME Group's
discretion and, if necessary, for maturities of commercial paper.
As long as we are not in default under this facility, we have the
option to increase it up to $3.3 billion with the consent of the
agent and lenders providing the additional funds. This facility is
voluntarily pre-payable from time to time without premium or
penalty. Under this facility, we are required to remain in
compliance with a consolidated net worth test, which is defined as
our consolidated shareholders' equity at September 30, 2021, giving
effect to share repurchases made and special dividends paid during
the term of the agreements (and in no event greater than $2.0
billion in aggregate), multiplied by 0.65. We currently do not have
any borrowings outstanding under this facility, but any commercial
paper balance if or when outstanding can be backstopped against
this facility.
We maintain a 364-day multi-currency revolving secured credit
facility with a consortium of domestic and international banks to
be used in certain situations by the clearing house. The facility
provides for borrowings of up to $7.0 billion. We may use the
proceeds to provide temporary liquidity in the unlikely event a
clearing firm fails to promptly discharge an obligation to CME
Clearing, in the event of a liquidity constraint or default by a
depositary (custodian for our collateral), in the event of a
temporary disruption with the domestic payments system that would
delay payment of settlement variation between us and our clearing
firms, or in other cases as provided by the CME rulebook. Clearing
firm guaranty fund contributions received in the form of cash or
U.S. Treasury securities as well as the performance bond assets
(pursuant to the CME rulebook) can be used to collateralize the
facility. At March 31, 2022, guaranty fund contributions
available to collateralize the facility totaled
$8.6 billion.
We have the option to request an increase in the line from $7.0
billion to $10.0 billion. Our 364-day facility contains a
requirement that CME remain in compliance with a consolidated
tangible net worth test, defined as CME consolidated shareholder's
equity less intangible assets (as defined in the agreement), of not
less than $800.0 million. We currently do not have any borrowings
outstanding under this facility.
The indentures governing our fixed rate notes, our $2.3 billion
multi-currency revolving senior credit facility and our 364-day
multi-currency revolving secured credit facility for $7.0 billion
do not contain specific covenants that restrict the ability to pay
dividends. These documents, however, do contain other customary
financial and operating covenants that place restrictions on the
operations of the company that could indirectly affect the ability
to pay dividends.
At March 31, 2022, we have excess borrowing capacity for
general corporate purposes of approximately $2.3 billion under our
multi-currency revolving senior credit facility.
At March 31, 2022, we were in compliance with the various
covenant requirements of all our debt facilities.
CME Group, as a holding company, has no operations of its own.
Instead, it relies on dividends declared and paid to it by its
subsidiaries in order to provide the funds which it uses to pay
dividends to its shareholders.
To satisfy our performance bond obligation with Singapore Exchange
Limited, we may pledge irrevocable standby letters of credit. At
March 31, 2022, the letters of credit totaled $330.0 million.
We also maintain a $350.0 million line of credit to meet our
obligations under this agreement.
The following table summarizes our credit ratings at March 31,
2022:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-Term |
|
Long-Term |
|
|
Rating Agency |
|
Debt Rating |
|
Debt Rating |
|
Outlook |
Standard & Poor’s Global Ratings |
|
A1+ |
|
AA- |
|
Stable |
Moody’s Investors Service, Inc. |
|
P1 |
|
Aa3 |
|
Stable |
Given our cash flow generation, our ability to pay down debt levels
and our ability to refinance existing debt facilities if necessary,
we expect to maintain an investment grade rating. If our ratings
are downgraded below investment grade within certain specified time
periods due to a change of control, we are required to make an
offer to repurchase our fixed rate notes at a price equal to 101%
of the principal amount, plus accrued and unpaid interest. No
report of any rating agency is incorporated by reference
herein.
Liquidity and Cash Management.
Cash and cash equivalents totaled $2.0 billion and $2.8 billion at
March 31, 2022 and December 31, 2021, respectively. The
balance retained in cash and cash equivalents is a function of
anticipated or possible short-term cash needs, prevailing interest
rates, our corporate investment policy and alternative investment
choices. A majority of our cash and cash equivalents balance is
invested in money market mutual funds that invest only in U.S.
Treasury securities, U.S. government agency securities and U.S.
Treasury security reverse repurchase agreements and short-term bank
deposits. Our exposure to credit and liquidity risk is minimal
given the nature of the investments. Cash that is not available for
general corporate purposes because of regulatory requirements or
other restrictions is classified as restricted cash and is included
in other current assets or other assets in the consolidated balance
sheets.
On May 4, 2022, the board of directors declared a regular quarterly
dividend of $1.00 per share for all outstanding common and
preferred shares. The dividend will be payable on June 27, 2022 to
shareholders of record on June 10, 2022. Assuming no changes in the
number of shares outstanding, the second quarter dividend payment
will total approximately $363.0 million.
Regulatory Requirements.
CME is regulated by the CFTC as a Derivatives Clearing Organization
(DCO). DCOs are required to maintain capital, as defined by the
CFTC, in an amount at least equal to one year of projected
operating expenses as well as cash, liquid securities, or a line of
credit at least equal to six months of projected operating
expenses. CME was designated by the Financial Stability Oversight
Council as a systemically important financial market utility under
Title VIII of the Dodd-Frank Wall Street Reform and Consumer
Protection Act. As a result, CME must comply with CFTC regulations
applicable to a systemically important DCO for financial resources
and liquidity resources. CME is in compliance with all DCO
financial requirements.
CME, CBOT, NYMEX and COMEX are regulated by the CFTC as Designated
Contract Markets (DCM). DCMs are required to maintain capital, as
defined by the CFTC, in an amount at least equal to one year of
projected operating expenses as well as cash, liquid securities or
a line of credit at least equal to six months of projected
operating expenses. Our DCMs are in compliance with all DCM
financial requirements.
BrokerTec Americas LLC is required to maintain sufficient net
capital under Securities Exchange Act of 1934, as amended (Exchange
Act), Rule 15c3-1 (the Net Capital Rule). The Net Capital Rule
focuses on liquidity and is designed to protect securities
customers, counterparties, and creditors by requiring that
broker-dealers have sufficient liquid resources on hand at all
times to satisfy claims promptly. Rule 15c3-3, or the customer
protection rule, which complements Rule 15c3-1, is designed to
ensure that customer property (securities and funds) in the custody
of broker-dealers is adequately safeguarded. By law, both of these
rules apply to the activities of registered broker-dealers, but not
to unregistered affiliates. The firm began operating as a (k)(2)(i)
broker dealer in November 2017 following notification to the
Financial Industry Regulatory Authority and the SEC. A company
operating under the (k)(2)(i) exemption is not required to lock up
customer funds as would otherwise be required under Exchange Act
Rule 15c3-3.
|
|
|
|
|
|
ITEM 3. |
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK |
We are subject to various market risks, including those caused by
changes in interest rates, credit, foreign currency exchange rates
and equity prices. There have not been material changes in our
exposure to market risk since December 31, 2021. Refer to
Item 7A. of CME Group’s Annual Report on Form 10-K for the
year ended December 31, 2021, filed with the SEC on
February 25, 2022, for additional information.
|
|
|
|
|
|
ITEM 4. |
CONTROLS AND PROCEDURES |
(a) Disclosure Controls and Procedures. Our management, with the
participation of our Chief Executive Officer and Chief Financial
Officer, has evaluated the effectiveness of our disclosure controls
and procedures (as such term is defined in Rules 13a-15(e) and
15d-15(e) under the Exchange Act) as of the end of the period
covered by this report. Based on such evaluation, our Chief
Executive Officer and Chief Financial Officer have concluded that,
as of the end of such period, our disclosure controls and
procedures are effective.
(b) Changes in Internal Control Over Financial Reporting. As
required by Rule 13a-15(d) under the Exchange Act, the company’s
management, including the company’s Chief Executive Officer and
Chief Financial Officer, have evaluated the company’s internal
control over financial reporting (as such term is defined in Rules
13a-15(f) and 15d-15(f) under the Exchange Act) to determine
whether any changes occurred during the quarter covered by this
quarterly report that have materially affected, or are reasonably
likely to materially affect, the company’s internal control over
financial reporting. There were no changes in the company’s
internal control over financial reporting which occurred during the
fiscal quarter ended March 31, 2022, that have materially
affected, or are reasonably likely to materially affect, the
company’s internal control over financial reporting.
PART II. OTHER INFORMATION
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ITEM 1. |
LEGAL PROCEEDINGS |
The disclosure under “Legal and Regulatory Matters” in Note 7.
Contingencies in the Notes to Unaudited Consolidated Financial
Statements in Item 1 of Part I of this report is incorporated
herein by reference. Such disclosure includes updates to the legal
proceedings disclosed in the company’s Annual Report on Form 10-K,
for the year ended December 31, 2021, filed with the SEC on
February 25, 2022.
There have been no material changes in the company's risk factors
from those disclosed in the company's Annual Report on Form 10-K
for the year ended December 31, 2021, filed with the SEC on
February 25, 2022.
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ITEM 2. |
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
PROCEEDS |
Issuer Purchases of Equity Securities
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Period |
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(a) Total Number of
Class A
Shares Purchased (1) |
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(b) Average Price
Paid Per Share |
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(c) Total Number of Class A
Shares Purchased as
Part of Publicly Announced Plans or Programs |
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(d) Maximum Number (or Approximate Value) that
May Yet Be Purchased
Under the Plans or Programs
(in millions) |
January 1 to January 31 |
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449 |
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$ |
225.80 |
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— |
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$ |
— |
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February 1 to February 28 |
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— |
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— |
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— |
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— |
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March 1 to March 31 |
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17,856 |
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232.09 |
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— |
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— |
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Total |
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18,305 |
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$ |
231.94 |
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— |
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(1)Shares
purchased consist of an aggregate of
18,305 shares
of Class A common stock surrendered in the first quarter of
2022 to satisfy employees’ tax obligations upon the vesting of
restricted stock.
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4.2 |
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10.1
(1)
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31.1 |
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31.2 |
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32.1 |
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101 |
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The following materials from CME Group Inc.’s Quarterly Report on
Form 10-Q for the quarterly period ended March 31, 2022,
formatted in Inline XBRL (Xtensible Business Reporting Language):
(i) the Consolidated Balance Sheets, (ii) the Consolidated
Statements of Income, (iii) the Consolidated Statements of
Comprehensive Income, (iv) the Consolidated Statements of Equity,
(v) the Consolidated Statements of Cash Flows and (vi) Notes to
Unaudited Consolidated Financial Statements, tagged as blocks of
text.
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104 |
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Cover Page Interactive Data File included in the Inline XBRL
Document Set for Exhibit 101. |
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101.DEF |
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XBRL Taxonomy Extension Definition Linkbase |
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101.LAB |
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XBRL Taxonomy Extension Label Linkbase Document |
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101.PRE |
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XBRL Taxonomy Extension Presentation Linkbase Document |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly
authorized.