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ý
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
|
36-4459170
|
(State or Other Jurisdiction of
Incorporation or Organization)
|
|
(IRS Employer
Identification No.)
|
|
|
|
20 South Wacker Drive, Chicago, Illinois
|
|
60606
|
(Address of Principal Executive Offices)
|
|
(Zip Code)
|
Title Of Each Class
|
|
Name Of Each Exchange On Which Registered
|
Class A Common Stock $0.01 par value
|
|
NASDAQ GLOBAL SELECT MARKET
|
Large accelerated filer
x
|
|
Accelerated filer
o
|
|
|
|
Non-accelerated filer
o
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(Do not check if a smaller reporting company)
|
Smaller reporting company
o
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Documents
|
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Form 10-K Reference
|
Portions of the CME Group Inc.’s Proxy Statement for the 2015 Annual Meeting of Shareholders
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Part III
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Page
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Item 1.
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Item 1A.
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Item 1B.
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Item 2.
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Item 3.
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Item 4.
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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Item 15.
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•
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increasing competition by foreign and domestic entities, including increased competition from new entrants into our markets and consolidation of existing entities;
|
•
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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;
|
•
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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;
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•
|
our ability to adjust our fixed costs and expenses if our revenues decline;
|
•
|
our ability to maintain existing customers, develop strategic relationships and attract new customers;
|
•
|
our ability to expand and offer our products outside the United States;
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•
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changes in domestic and non-U.S. regulations, including the impact of any changes in domestic and foreign laws or government policy with respect to our industry, such as any changes to regulations and policies that require increased financial and operational resources from us or our customers;
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•
|
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;
|
•
|
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 financial safeguards package to adequately protect us from the credit risks of clearing members;
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•
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the ability of our compliance and risk management methods 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;
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•
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changes in price levels and volatility in the derivatives markets and in underlying equity, foreign exchange, interest rate and commodities markets;
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•
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economic, 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;
|
•
|
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;
|
•
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our ability to manage the risks and control the costs associated with our strategy for acquisitions, investments and alliances;
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•
|
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 on futures transactions and/or repeal of the 60/40 tax treatment of such transactions;
|
•
|
the unfavorable resolution of material legal proceedings; and
|
•
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the seasonality of the futures business.
|
ITEM 1.
|
BUSINESS
|
Product Line
|
|
2014
|
|
2013
|
|
2012
|
|||
Interest rate
|
|
33
|
%
|
|
29
|
%
|
|
25
|
%
|
Equity
|
|
19
|
|
|
19
|
|
|
19
|
|
Foreign exchange
|
|
6
|
|
|
8
|
|
|
7
|
|
Agricultural commodity
|
|
15
|
|
|
14
|
|
|
16
|
|
Energy
|
|
21
|
|
|
23
|
|
|
27
|
|
Metal
|
|
6
|
|
|
7
|
|
|
6
|
|
Trading Venue
|
|
2014
|
|
2013
|
|
2012
|
|||
Electronic
|
|
80
|
%
|
|
79
|
%
|
|
76
|
%
|
Open outcry
|
|
6
|
|
|
6
|
|
|
7
|
|
Privately negotiated
(1)
|
|
14
|
|
|
15
|
|
|
17
|
|
•
|
certainty of execution;
|
•
|
vast capabilities to facilitate complex and demanding trading;
|
•
|
direct market access;
|
•
|
fairness, price transparency and anonymity;
|
•
|
convenience and efficiency; and
|
•
|
global distribution, including connection through high-speed international telecommunications hubs in key financial centers in Europe, Asia and Latin America, and hosting or global order routing to our global partner exchanges.
|
•
|
reputation;
|
•
|
efficient and secure settlement, clearing and support services;
|
•
|
depth and liquidity of markets;
|
•
|
breadth of product offerings and rate and quality of new product development;
|
•
|
ability to position and expand upon existing products to address changing market needs;
|
•
|
transparency, reliability and anonymity in transaction processing;
|
•
|
regulatory environment;
|
•
|
connectivity, accessibility and distribution;
|
•
|
technological capability and innovation; and
|
•
|
transaction costs.
|
•
|
Regulations implementing the core principles for designated contract markets, including any changes to the rules implementing the competitive execution requirements of Core Principle 9
.
Rules promulgated under this provision may require us to make modifications to the manner in which certain of our contracts trade and/or require that such products be de-listed as futures and re-listed as swaps after a specified compliance period.
|
•
|
The adoption and implementation of position limit rules, which could have a significant impact on our commodities business if comparable trading venues in foreign jurisdictions are not subject to equivalent limitations.
|
•
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Rules respecting capital charges under Basel III with respect to clearing members of central counterparties. There is a risk that these new standards may impose overly burdensome capital requirements on our clearing members and customers.
|
•
|
The criteria necessary to be deemed a qualifying central counterparty (QCCP). A failure of our U.S. clearing house to be deemed a QCCP by banking regulators in the United States, European Union or otherwise may result in our clearing members and customers being subject to more stringent capital requirements thus creating a disincentive to use our markets.
|
•
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The potential impact of MiFID II and MiFIR on non-E.U. clearing houses with customers based in Europe.
|
•
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The potential elimination of the 60/40 tax treatment of certain of our futures and options contracts, which would impose a significant increase in tax rates applicable to certain market participants, and could result in a decrease in their trading activity.
|
•
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The implementation of a transaction tax or user fee in the United States or European Union which could discourage institutions and individuals from using our markets or products or encourage them to trade in another less costly jurisdiction.
|
•
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The implementation of measures to further protect customer funds at the futures commission merchant level, and to ensure confidence in the derivatives markets.
|
•
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The potential for further regulation stemming from industry performance disruptions and residual concerns around electronic trading activity and, in particular, "high frequency trading."
|
•
|
The implementation of legislation in the European Union impacting how benchmark index prices are formed, including new requirements for price submitters, price aggregators and markets that list contracts that reference index prices.
|
•
|
Concerns that legislators will prohibit or restrict exclusive licenses for benchmark indexes, which might impact the profitability of several of our most popular contracts.
|
•
|
The implementation of rules regarding enhanced liquidity management standards for systemically important derivatives clearing organizations and any potential limitation on the use of U.S. Treasury securities as collateral. Significant limitations on the use of U.S. Treasury securities as collateral could result in increased costs to us and our clearing firms.
|
•
|
economic, political and geopolitical market conditions;
|
•
|
legislative and regulatory changes, including any direct or indirect restrictions on or increased costs associated with trading in our markets;
|
•
|
broad trends in the industry and financial markets;
|
•
|
changes in price levels, contract volumes and volatility in the derivatives markets and in underlying equity, foreign exchange, interest rate and commodity markets;
|
•
|
shifts in global or regional demand or supply in commodities underlying our products;
|
•
|
competition;
|
•
|
changes in government monetary policies, especially central bank decisions related to quantitative easing;
|
•
|
availability of capital to our market participants and their appetite for risk-taking;
|
•
|
levels of assets under management;
|
•
|
volatile weather patterns, droughts, natural disasters and other catastrophes;
|
•
|
pandemics affecting our customer base or our ability to operate our markets; and
|
•
|
consolidation in our customer base and within our industry.
|
•
|
respond more quickly to competitive pressures, including responses based upon their corporate governance structures, which may be more flexible and efficient than our corporate governance structure;
|
•
|
develop products that are preferred by our customers;
|
•
|
develop risk transfer products that compete with our products;
|
•
|
price their products and services more competitively;
|
•
|
develop and expand their network infrastructure and service offerings more efficiently;
|
•
|
utilize better, more user-friendly and more reliable technology;
|
•
|
take greater advantage of acquisitions, alliances and other opportunities;
|
•
|
more effectively market, promote and sell their products and services;
|
•
|
better leverage existing relationships with customers and alliance partners or exploit better recognized brand names to market and sell their services; and
|
•
|
exploit regulatory disparities between traditional, regulated exchanges and alternative markets that benefit from a reduced regulatory burden and lower-cost business model.
|
•
|
provide reliable and cost-effective services to our customers;
|
•
|
develop, in a timely manner, the required functionality to support electronic trading in our key products in a manner that is competitive with the functionality supported by other electronic markets;
|
•
|
match fees of our competitors;
|
•
|
attract independent software vendors to write front-end software that will effectively access our electronic trading system and automated order routing system;
|
•
|
respond to technological developments or service offerings by competitors; and
|
•
|
generate sufficient revenue to justify the substantial capital investment we have made and will continue to make to enhance our electronic trading platform.
|
•
|
unanticipated disruptions in service to our customers;
|
•
|
slower response times;
|
•
|
delays in our customers' trade execution;
|
•
|
failed settlement of trades;
|
•
|
incomplete or inaccurate accounting, recording or processing of trades;
|
•
|
financial losses;
|
•
|
security breaches;
|
•
|
litigation or other customer claims;
|
•
|
loss of customers; and
|
•
|
regulatory sanctions.
|
•
|
becoming subject to extensive regulations and oversight;
|
•
|
difficulties in staffing and managing foreign operations;
|
•
|
general economic and political conditions in the countries from which our markets are accessed, which may have an adverse effect on our volume from those countries; and
|
•
|
potentially adverse tax consequences.
|
•
|
require us to dedicate a significant portion of our cash flow from operations to payments on our debt, thereby reducing the availability of cash flows to fund capital expenditures, to pursue acquisitions or investments, to pay dividends and for general corporate purposes;
|
•
|
increase our vulnerability to general adverse economic conditions;
|
•
|
limit our flexibility in planning for, or reacting to, changes in or challenges relating to our business and industry; and
|
•
|
place us at a competitive disadvantage against any less leveraged competitors.
|
Location
|
Primary Use
|
Owned/Leased
|
Lease Expiration
|
Approximate Size
(in square feet)
(1)
|
|
20 South Wacker Drive Chicago, Illinois
|
Global headquarters and office space
|
Leased
|
2022
(2)
|
490,000
|
|
141 West Jackson
Chicago, Illinois
|
Chicago trading floor and office space
|
Leased
|
2027
(3)
|
150,000
|
|
333 S. LaSalle
Chicago, Illinois
|
Chicago trading floor and office space
|
Owned
|
N/A
|
300,000
|
|
550 West Washington
Chicago, Illinois
|
Office space
|
Leased
|
2023
|
250,000
|
|
One North End
New York, New York
|
New York trading floor, office space and business continuity
|
Leased
|
2028
(4)
|
450,000
|
|
One New Change London
|
Office space
|
Leased
|
2026
|
40,000
|
|
Annex Data Center
Chicagoland area
|
Business continuity
|
Leased
|
2019
|
100,000
|
|
Data Center 3
Chicagoland area
|
Business continuity and co-location
|
Owned
|
N/A
|
430,000
|
|
(1)
|
Size represents the amount of space leased or owned by us unless otherwise noted.
|
(2)
|
The initial lease expires in 2022 with two consecutive options to extend the term for seven and ten years, respectively.
|
(3)
|
The initial lease expires in 2027 and contains options to extend the term and expand the premises.
|
(4)
|
The initial lease expires in 2028 and contains options to extend the term and expand the premises. In 2016 and 2019, the premises will be reduced to 240,000 and 225,000 square feet, respectively.
|
ITEM 3.
|
LEGAL PROCEEDINGS
|
ITEM 4.
|
MINE SAFETY DISCLOSURES
|
ITEM 5.
|
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|
2014
|
|
High
|
|
Low
|
|
2013
|
|
High
|
|
Low
|
||||||||
First Quarter
|
|
$
|
79.20
|
|
|
$
|
72.34
|
|
|
First Quarter
|
|
$
|
63.14
|
|
|
$
|
51.34
|
|
Second Quarter
|
|
72.66
|
|
|
66.95
|
|
|
Second Quarter
|
|
77.28
|
|
|
58.53
|
|
||||
Third Quarter
|
|
82.96
|
|
|
70.13
|
|
|
Third Quarter
|
|
77.61
|
|
|
70.47
|
|
||||
Fourth Quarter
|
|
92.91
|
|
|
78.26
|
|
|
Fourth Quarter
|
|
84.64
|
|
|
72.04
|
|
Record Date
|
|
Dividend per Share
|
|
Record Date
|
|
Dividend per Share
|
||||
March 10, 2014
|
|
$
|
0.47
|
|
|
March 8, 2013
|
|
$
|
0.45
|
|
June 10, 2014
|
|
0.47
|
|
|
June 10, 2013
|
|
0.45
|
|
||
September 10, 2014
|
|
0.47
|
|
|
September 10, 2013
|
|
0.45
|
|
||
December 10, 2014
|
|
0.47
|
|
|
December 10, 2013
|
|
0.45
|
|
||
December 29, 2014
|
|
2.00
|
|
|
December 27, 2013
|
|
2.60
|
|
|
2010
|
|
2011
|
|
2012
|
|
2013
|
|
2014
|
||||||||||
CME Group Inc.
|
$
|
97.27
|
|
|
$
|
75.21
|
|
|
$
|
83.72
|
|
|
$
|
137.31
|
|
|
$
|
162.46
|
|
S&P 500
|
115.06
|
|
|
117.49
|
|
|
136.30
|
|
|
180.44
|
|
|
205.14
|
|
|||||
Peer Group
|
110.69
|
|
|
113.99
|
|
|
120.21
|
|
|
212.30
|
|
|
225.37
|
|
Period
|
|
(a) Total Number
of Shares (or Units)
Purchased
(1)
|
|
(b) Average Price
Paid Per Share (or Unit)
|
|
(c) Total Number of
Shares (or Units) Purchased as
Part of Publicly
Announced
Plans or Programs
|
|
(d) Maximum Number (or Approximate Dollar Value)
of Shares (or Units) that May Yet Be Purchased Under
the Plans or Programs
(in millions)
|
||||||
October 1 to October 31
|
|
25
|
|
|
$
|
79.85
|
|
|
—
|
|
|
$
|
—
|
|
November 1 to November 30
|
|
381
|
|
|
85.77
|
|
|
—
|
|
|
—
|
|
||
December 1 to December 31
|
|
6,081
|
|
|
87.22
|
|
|
—
|
|
|
—
|
|
||
Total
|
|
6,487
|
|
|
|
|
—
|
|
|
|
(1)
|
Shares purchased consist of an aggregate of
6,487
shares of Class A common stock surrendered to satisfy employee tax obligations upon the vesting of restricted stock.
|
ITEM 6.
|
SELECTED FINANCIAL DATA
|
|
|
Year Ended or At December 31
|
||||||||||||||||||
(in millions, except per share data)
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||
Income Statement Data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total revenues
|
|
$
|
3,112.5
|
|
|
$
|
2,936.3
|
|
|
$
|
2,914.6
|
|
|
$
|
3,280.6
|
|
|
$
|
3,003.7
|
|
Operating income
|
|
1,768.4
|
|
|
1,637.0
|
|
|
1,692.0
|
|
|
2,021.1
|
|
|
1,831.1
|
|
|||||
Non-operating income (expense)
|
|
3.0
|
|
|
(36.0
|
)
|
|
1.4
|
|
|
(84.6
|
)
|
|
(109.2
|
)
|
|||||
Income before income taxes
|
|
1,771.4
|
|
|
1,601.0
|
|
|
1,693.4
|
|
|
1,936.5
|
|
|
1,721.9
|
|
|||||
Net income attributable to CME Group
|
|
1,127.1
|
|
|
976.8
|
|
|
896.3
|
|
|
1,812.3
|
|
|
951.4
|
|
|||||
Earnings per common share attributable to CME Group:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
$
|
3.37
|
|
|
$
|
2.94
|
|
|
$
|
2.71
|
|
|
$
|
5.45
|
|
|
$
|
2.87
|
|
Diluted
|
|
3.35
|
|
|
2.92
|
|
|
2.70
|
|
|
5.43
|
|
|
2.86
|
|
|||||
Cash dividends per share
|
|
3.88
|
|
|
4.40
|
|
|
3.70
|
|
|
1.12
|
|
|
0.92
|
|
|||||
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
|
$
|
72,241.5
|
|
|
$
|
54,277.8
|
|
|
$
|
38,863.2
|
|
|
$
|
40,758.7
|
|
|
$
|
35,046.1
|
|
Short-term debt
|
|
—
|
|
|
749.9
|
|
|
749.7
|
|
|
—
|
|
|
420.5
|
|
|||||
Long-term debt
|
|
2,107.9
|
|
|
2,107.2
|
|
|
2,106.8
|
|
|
2,106.8
|
|
|
2,104.8
|
|
|||||
CME Group Shareholders’ equity
|
|
20,923.5
|
|
|
21,154.8
|
|
|
21,419.1
|
|
|
21,552.0
|
|
|
20,060.1
|
|
|
|
Year Ended or At December 31
|
|||||||||||||
(in thousands, except notional value)
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|||||
Average Daily Volume:
|
|
|
|
|
|
|
|
|
|
|
|||||
Product Lines:
|
|
|
|
|
|
|
|
|
|
|
|||||
Interest rate
|
|
7,009
|
|
|
5,903
|
|
|
4,834
|
|
|
6,030
|
|
|
5,449
|
|
Equity
|
|
2,764
|
|
|
2,642
|
|
|
2,560
|
|
|
3,238
|
|
|
2,907
|
|
Foreign exchange
|
|
803
|
|
|
886
|
|
|
845
|
|
|
922
|
|
|
919
|
|
Agricultural commodity
(1)
|
|
1,120
|
|
|
1,053
|
|
|
1,140
|
|
|
1,087
|
|
|
914
|
|
Energy
|
|
1,630
|
|
|
1,676
|
|
|
1,692
|
|
|
1,775
|
|
|
1,662
|
|
Metal
|
|
337
|
|
|
386
|
|
|
352
|
|
|
387
|
|
|
316
|
|
Total Average Daily Volume
|
|
13,663
|
|
|
12,546
|
|
|
11,423
|
|
|
13,439
|
|
|
12,167
|
|
Method of Trade:
|
|
|
|
|
|
|
|
|
|
|
|||||
Electronic
|
|
11,805
|
|
|
10,826
|
|
|
9,739
|
|
|
11,350
|
|
|
10,120
|
|
Open outcry
|
|
1,176
|
|
|
1,040
|
|
|
1,045
|
|
|
1,398
|
|
|
1,402
|
|
Privately negotiated
(2)
|
|
682
|
|
|
680
|
|
|
639
|
|
|
691
|
|
|
645
|
|
Total Average Daily Volume
|
|
13,663
|
|
|
12,546
|
|
|
11,423
|
|
|
13,439
|
|
|
12,167
|
|
Other Data:
|
|
|
|
|
|
|
|
|
|
|
|||||
Total Notional Value (in trillions)
|
|
1,161
|
|
|
925
|
|
|
806
|
|
|
1,068
|
|
|
994
|
|
Total Contract Volume (round turn trades)
|
|
3,443,051
|
|
|
3,161,477
|
|
|
2,890,036
|
|
|
3,386,716
|
|
|
3,078,149
|
|
Open Interest at Year End (contracts)
|
|
93,644
|
|
|
83,726
|
|
|
69,894
|
|
|
78,318
|
|
|
84,873
|
|
ITEM 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
•
|
Executive Summary
: Includes an overview of our business; current economic, competitive and regulatory trends relevant to our business; our current business strategy; and our primary sources of operating and non-operating revenues and expenses.
|
•
|
Critical Accounting Policies
: Provides an explanation of accounting policies which may have a significant impact on our financial results and the estimates, assumptions and risks associated with those policies.
|
•
|
Recent Accounting Pronouncements
: Includes an evaluation of recent accounting pronouncements and the potential impact of their future adoption on our financial results.
|
•
|
Results of Operations
: Includes an analysis of our
2014
,
2013
and
2012
financial results and a discussion of any known events or trends which are likely to impact future results.
|
•
|
Liquidity and Capital Resources
: Includes a discussion of our future cash requirements, capital resources, significant planned expenditures and financing arrangements.
|
•
|
Lead core business innovation by continuing to enhance our customer relations to allow us to further cross-sell our products, expand on the strength of our existing benchmark products, launch new products and deepen open interest in our core futures offerings;
|
•
|
Globalize our company and business by expanding and diversifying our customer base worldwide and offering customers around the world the most broadly diversified portfolio of benchmark products, increasing our presence in major international financial centers as well as partnering with leading exchanges around the world to make their products available on or through our CME Globex electronic trading platform. We have also extended our European presence through CMECE and CME Europe;
|
•
|
Expand our existing customer base and enhance our products and services offerings to meet their risk management needs by targeting cross asset sales, driving international sales and generating new client participation across the world;
|
•
|
Extend our capabilities and business in the swaps markets by providing a comprehensive multi-asset class clearing solution to the market for maximum operational ease and capital efficiency. We remain focused on new customer onboarding for swaps clearing services, expanding our cleared swaps product offerings and working with the buy- and sell-sides to meet their needs for real-time clearing, risk management and data reporting as market participants move from a compliance phase to an optimization phase; and
|
•
|
Establish ourselves as the leading exchange company provider of information products and index services and enhance our intellectual property portfolio. Our business venture with McGraw well positions us to serve global institutional and retail customers and allows us to continue to be innovative with product development and co-branding across asset classes.
|
•
|
rate structure;
|
•
|
product mix;
|
•
|
venue, and
|
•
|
the percentage of trades executed by customers who are members compared with non-member customers.
|
•
|
Communications expense includes costs for network connections for our electronic platforms and some market data customers; telecommunications costs of our exchange, and fees paid for access to external market data. This expense may be impacted by growth in electronic contract volume, our capacity requirements and changes in the number of telecommunications hubs and connections which allow customers outside the United States to access our electronic platforms directly.
|
•
|
Technology support services expense consist of costs related to maintenance of the hardware and software required to support our technology. Our technology support services costs are driven by system capacity, functionality and redundancy requirements.
|
•
|
Amortization of purchased intangibles includes amortization of intangible assets obtained in our mergers with CBOT Holdings, Inc. and NYMEX Holdings, Inc. as well as other asset and business acquisitions. Intangible assets subject to amortization consist primarily of clearing firm, market data and other customer relationships.
|
•
|
Occupancy and building operations expense consists of costs related to leased and owned property including rent, maintenance, real estate taxes, utilities and other related costs. We have significant operations located in Chicago, New York, the United Kingdom as well as other smaller offices located throughout the world.
|
•
|
Licensing and other fee agreements expense includes license fees paid as a result of contract volume in equity index products and royalty and broker rebates on energy and metals products as well as revenue sharing on cleared swaps contracts. This expense fluctuates with changes in contract volumes as well as changes in fee structures.
|
•
|
Other expenses include marketing and travel-related expenses as well as general and administrative costs. Marketing, advertising and public relations expense includes media, print and other advertising costs, as well as costs associated with our product promotion. Other expenses also include litigation and customer settlements, impairment charges on operating assets, gains and losses on disposals of operating assets, contingent consideration and foreign currency transaction gains and losses resulting from changes in exchange rates on certain foreign deposits.
|
•
|
Investment income includes dividend income from our strategic equity investments; gains and losses on trading securities in our non-qualified deferred compensation plans; short-term investment of clearing firms' cash performance bonds and guaranty fund contributions as well as excess operating cash; and interest income and realized gains and losses from our marketable securities. Investment income is influenced by the amount of dividends distributed by our strategic investments, the availability of funds generated by operations, market interest rates and changes in the levels of cash performance bonds deposited by clearing firms.
|
•
|
Interest and other borrowing costs include charges associated with various short-term and long-term funding facilities, including commitment fees on line of credit agreements.
|
•
|
Equity in net earnings (losses) of unconsolidated subsidiaries includes income and losses from our investments in S&P/DJI, Dubai Mercantile Exchange and Bursa Malaysia Derivatives Berhad.
|
•
|
Other income (expense) includes the net gain related to the contribution of the DJI asset group and the sale of CMA as well as gains related to our former securities lending program.
|
•
|
Level 1—Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date. Assets and liabilities carried at level 1 fair value generally include U.S. Treasury securities and investments in publicly traded mutual funds with quoted market prices.
|
•
|
Level 2—Inputs are either directly or indirectly observable and corroborated by market data or are based on quoted prices in markets that are not active. Assets and liabilities carried at level 2 fair value generally include asset-backed securities and certain derivatives.
|
•
|
Level 3—Inputs are unobservable and reflect management’s best estimate of what market participants would use in pricing the asset or liability. Assets and liabilities carried at level 3 fair value generally include assets and liabilities with inputs that require management’s judgment.
|
|
|
|
|
|
|
|
|
Year-over-Year Change
|
||||||||||
(dollars in millions, except per share data)
|
|
2014
|
|
2013
|
|
2012
|
|
2014-2013
|
|
2013-2012
|
||||||||
Total revenues
|
|
$
|
3,112.5
|
|
|
$
|
2,936.3
|
|
|
$
|
2,914.6
|
|
|
6
|
%
|
|
1
|
%
|
Total expenses
|
|
1,344.1
|
|
|
1,299.3
|
|
|
1,222.6
|
|
|
3
|
|
|
6
|
|
|||
Operating margin
|
|
57
|
%
|
|
56
|
%
|
|
58
|
%
|
|
|
|
|
|||||
Non-operating income (expense)
|
|
$
|
3.0
|
|
|
$
|
(36.0
|
)
|
|
$
|
1.4
|
|
|
(108
|
)
|
|
n.m.
|
|
Effective tax rate
|
|
36
|
%
|
|
39
|
%
|
|
46
|
%
|
|
|
|
|
|||||
Net income attributable to CME Group
|
|
$
|
1,127.1
|
|
|
$
|
976.8
|
|
|
$
|
896.3
|
|
|
15
|
|
|
9
|
|
Diluted earnings per common share attributable to CME Group
|
|
3.35
|
|
|
2.92
|
|
|
2.70
|
|
|
15
|
|
|
8
|
|
|||
Cash flows from operating activities
|
|
1,291.4
|
|
|
1,280.5
|
|
|
1,219.7
|
|
|
1
|
|
|
5
|
|
|
|
|
|
|
|
|
|
Year-over-Year Change
|
||||||||||
(dollars in millions)
|
|
2014
|
|
2013
|
|
2012
|
|
2014-2013
|
|
2013-2012
|
||||||||
Clearing and transaction fees
|
|
$
|
2,616.3
|
|
|
$
|
2,460.4
|
|
|
$
|
2,371.5
|
|
|
6
|
%
|
|
4
|
%
|
Market data and information services
|
|
356.3
|
|
|
315.4
|
|
|
387.1
|
|
|
13
|
|
|
(19
|
)
|
|||
Access and communication fees
|
|
82.7
|
|
|
83.2
|
|
|
88.8
|
|
|
(1
|
)
|
|
(6
|
)
|
|||
Other
|
|
57.2
|
|
|
77.3
|
|
|
67.2
|
|
|
(26
|
)
|
|
15
|
|
|||
Total Revenues
|
|
$
|
3,112.5
|
|
|
$
|
2,936.3
|
|
|
$
|
2,914.6
|
|
|
6
|
|
|
1
|
|
|
|
|
|
|
|
|
Year-over-Year Change
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
|
2014-2013
|
|
2013-2012
|
||||||||
Total contract volume (in millions)
|
3,443.1
|
|
|
3,161.5
|
|
|
2,890.0
|
|
|
9
|
%
|
|
9
|
%
|
|||
Clearing and transaction fees (in millions)
|
$
|
2,556.7
|
|
|
$
|
2,427.6
|
|
|
$
|
2,365.6
|
|
|
5
|
|
|
3
|
|
Average rate per contract
|
0.743
|
|
|
0.768
|
|
|
0.819
|
|
|
(3
|
)
|
|
(6
|
)
|
|
|
Year-over-Year Change
|
||||||
(in millions)
|
|
2014-2013
|
|
2013-2012
|
||||
Increases due to change in total contract volume
|
|
$
|
209.1
|
|
|
$
|
208.4
|
|
Decreases due to change in average rate per contract
|
|
(80.0
|
)
|
|
(146.4
|
)
|
||
Net increases in clearing and transaction fees
|
|
$
|
129.1
|
|
|
$
|
62.0
|
|
|
|
|
|
|
|
|
|
Year-over-Year Change
|
||||
(amounts in thousands)
|
|
2014
|
|
2013
|
|
2012
|
|
2014-2013
|
|
2013-2012
|
||
Average Daily Volume by Product Line:
|
|
|
|
|
|
|
|
|
|
|
||
Interest rate
|
|
7,009
|
|
5,903
|
|
4,834
|
|
19
|
%
|
|
22
|
%
|
Equity
|
|
2,764
|
|
2,642
|
|
2,560
|
|
5
|
|
|
3
|
|
Foreign exchange
|
|
803
|
|
886
|
|
845
|
|
(9
|
)
|
|
5
|
|
Agricultural commodity
(1)
|
|
1,120
|
|
1,053
|
|
1,140
|
|
6
|
|
|
(8
|
)
|
Energy
|
|
1,630
|
|
1,676
|
|
1,692
|
|
(3
|
)
|
|
(1
|
)
|
Metal
|
|
337
|
|
386
|
|
352
|
|
(13
|
)
|
|
10
|
|
Aggregate average daily volume
|
|
13,663
|
|
12,546
|
|
11,423
|
|
9
|
|
|
10
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Average Daily Volume by Venue:
|
|
|
|
|
|
|
|
|
|
|
||
Electronic
|
|
11,805
|
|
10,826
|
|
9,739
|
|
9
|
|
|
11
|
|
Open outcry
|
|
1,176
|
|
1,040
|
|
1,045
|
|
13
|
|
|
—
|
|
Privately negotiated
(2)
|
|
682
|
|
680
|
|
639
|
|
—
|
|
|
6
|
|
Aggregate average daily volume
|
|
13,663
|
|
12,546
|
|
11,423
|
|
9
|
|
|
10
|
|
|
|
|
|
|
|
|
|
Year-over-Year Change
|
||||
(amounts in thousands)
|
|
2014
|
|
2013
|
|
2012
|
|
2014-2013
|
|
2013-2012
|
||
Eurodollar futures and options:
|
|
|
|
|
|
|
|
|
|
|
||
Front 8 futures
|
|
1,580
|
|
1,159
|
|
1,099
|
|
36
|
%
|
|
5
|
%
|
Back 32 futures
|
|
1,052
|
|
885
|
|
579
|
|
19
|
|
|
53
|
|
Options
|
|
860
|
|
595
|
|
551
|
|
44
|
|
|
8
|
|
U.S. Treasury futures and options:
|
|
|
|
|
|
|
|
|
|
|
||
10-Year
|
|
1,704
|
|
1,619
|
|
1,255
|
|
5
|
|
|
29
|
|
5-Year
|
|
884
|
|
791
|
|
567
|
|
12
|
|
|
39
|
|
Treasury bond
|
|
426
|
|
457
|
|
427
|
|
(7
|
)
|
|
7
|
|
2-Year
|
|
295
|
|
237
|
|
230
|
|
24
|
|
|
3
|
|
|
|
|
|
|
|
|
|
Year-over-Year Change
|
||||
(amounts in thousands)
|
|
2014
|
|
2013
|
|
2012
|
|
2014-2013
|
|
2013-2012
|
||
E-mini S&P 500 futures and options
|
|
2,146
|
|
2,119
|
|
2,016
|
|
1
|
%
|
|
5
|
%
|
E-mini NASDAQ 100 futures and options
|
|
312
|
|
239
|
|
254
|
|
30
|
|
|
(6
|
)
|
|
|
|
|
|
|
|
|
Year-over-Year Change
|
||||
(amounts in thousands)
|
|
2014
|
|
2013
|
|
2012
|
|
2014-2013
|
|
2013-2012
|
||
Euro
|
|
237
|
|
269
|
|
290
|
|
(12
|
)%
|
|
(7
|
)%
|
Japanese yen
|
|
164
|
|
184
|
|
99
|
|
(11
|
)
|
|
86
|
|
British pound
|
|
111
|
|
123
|
|
106
|
|
(10
|
)
|
|
16
|
|
Australian dollar
|
|
96
|
|
111
|
|
134
|
|
(13
|
)
|
|
(17
|
)
|
Canadian dollar
|
|
65
|
|
74
|
|
93
|
|
(11
|
)
|
|
(21
|
)
|
|
|
|
|
|
|
|
|
Year-over-Year Change
|
||||
(amounts in thousands)
|
|
2014
|
|
2013
|
|
2012
|
|
2014-2013
|
|
2013-2012
|
||
Corn
|
|
355
|
|
343
|
|
392
|
|
4
|
%
|
|
(12
|
)%
|
Soybean
|
|
263
|
|
243
|
|
278
|
|
8
|
|
|
(13
|
)
|
Wheat
(1)
|
|
152
|
|
139
|
|
129
|
|
9
|
|
|
8
|
|
Soybean Oil
|
|
101
|
|
100
|
|
118
|
|
1
|
|
|
(15
|
)
|
|
|
|
|
|
|
|
|
Year-over-Year Change
|
||||
(amounts in thousands)
|
|
2014
|
|
2013
|
|
2012
|
|
2014-2013
|
|
2013-2012
|
||
Crude oil
|
|
811
|
|
785
|
|
729
|
|
3
|
%
|
|
8
|
%
|
Natural gas
|
|
457
|
|
522
|
|
600
|
|
(13
|
)
|
|
(13
|
)
|
Refined products
|
|
294
|
|
294
|
|
314
|
|
—
|
|
|
(6
|
)
|
|
|
|
|
|
|
|
|
Year-over-Year Change
|
||||
(amounts in thousands)
|
|
2014
|
|
2013
|
|
2012
|
|
2014-2013
|
|
2013-2012
|
||
Gold
|
|
196
|
|
232
|
|
212
|
|
(16
|
)%
|
|
9
|
%
|
Silver
|
|
62
|
|
66
|
|
60
|
|
(5
|
)
|
|
10
|
|
Copper
|
|
58
|
|
68
|
|
64
|
|
(15
|
)
|
|
7
|
|
|
|
|
|
|
|
|
|
Year-over-Year Change
|
||||||||||
(dollars in millions)
|
|
2014
|
|
2013
|
|
2012
|
|
2014-2013
|
|
2013-2012
|
||||||||
Compensation and benefits
|
|
$
|
552.1
|
|
|
$
|
518.9
|
|
|
$
|
496.7
|
|
|
6
|
%
|
|
4
|
%
|
Communications
|
|
32.0
|
|
|
35.3
|
|
|
40.1
|
|
|
(9
|
)
|
|
(12
|
)
|
|||
Technology support services
|
|
58.2
|
|
|
53.6
|
|
|
50.7
|
|
|
9
|
|
|
6
|
|
|||
Professional fees and outside services
|
|
129.0
|
|
|
130.3
|
|
|
126.8
|
|
|
(1
|
)
|
|
3
|
|
|||
Amortization of purchased intangibles
|
|
100.6
|
|
|
103.0
|
|
|
116.2
|
|
|
(2
|
)
|
|
(11
|
)
|
|||
Depreciation and amortization
|
|
132.6
|
|
|
135.1
|
|
|
136.9
|
|
|
(2
|
)
|
|
(1
|
)
|
|||
Occupancy and building operations
|
|
96.8
|
|
|
78.3
|
|
|
77.0
|
|
|
24
|
|
|
2
|
|
|||
Licensing and other fee agreements
|
|
114.2
|
|
|
97.9
|
|
|
82.6
|
|
|
17
|
|
|
19
|
|
|||
Other
|
|
128.6
|
|
|
146.9
|
|
|
95.6
|
|
|
(12
|
)
|
|
54
|
|
|||
Total Expenses
|
|
$
|
1,344.1
|
|
|
$
|
1,299.3
|
|
|
$
|
1,222.6
|
|
|
3
|
|
|
6
|
|
(dollars in millions)
|
|
Year-
Over-Year
Change
|
|
Change as a
Percentage of
2013 Expenses
|
|||
Salaries, benefits and employer taxes
|
|
$
|
23.5
|
|
|
2
|
%
|
Foreign currency exchange rate fluctuations
|
|
20.8
|
|
|
2
|
|
|
Reorganization costs and voluntary exit incentive plan
|
|
18.2
|
|
|
1
|
|
|
License and other fee agreements
|
|
16.3
|
|
|
1
|
|
|
Merger and acquisition costs
|
|
11.0
|
|
|
1
|
|
|
MF Global bankruptcy claim
|
|
(14.5
|
)
|
|
(1
|
)
|
|
Security breach
|
|
(16.0
|
)
|
|
(1
|
)
|
|
Loss on sale of NYMEX building, net of additional occupancy expenses
|
|
(19.5
|
)
|
|
(2
|
)
|
|
Other expenses, net
|
|
5.0
|
|
|
—
|
|
|
Total
|
|
$
|
44.8
|
|
|
3
|
%
|
•
|
Compensation and benefits expense increased as a result of increases in average headcount related to efforts to expand our product offerings and geographic reach as well as to meet additional regulatory requirements. The overall increase in average headcount was partially offset by a global workforce reduction of approximately 150 positions as part of a recently announced reorganization in October 2014. Expenses also increased due to
annual salary increases and rising healthcare costs.
|
•
|
In 2014, we recognized a net loss within other expenses of $15.4 million due to an unfavorable change in exchange rates on foreign cash balances, compared with a net gain of $5.4 million in 2013. Gains and losses from exchange rate fluctuations result when subsidiaries with a U.S. dollar functional currency hold cash as well as certain other monetary
|
•
|
Severance and other costs related to the reorganization in October 2014 were recognized in the fourth quarter of 2014. Additionally, compensation and benefits expenses increased due to our voluntary exit incentive plan in the second quarter of 2014.
|
•
|
An increase in licensing and other fee agreements expense resulted from higher volumes for certain equity contracts and interest rate swap products.
|
•
|
We recognized professional fees and other expenses related to our proposed transaction with GFI Group Inc. The agreement with GFI Group Inc. was terminated in January 2015.
|
•
|
In the second quarter of 2014, we recognized the settlement of our claim in the MF Global bankruptcy filing as a reduction to other expenses.
|
•
|
A decrease in legal and other consulting services related to a security breach in 2013 partially offset the increase in overall expenses in 2014.
|
•
|
In November 2013, CME Group sold its building in New York. The sale resulted in a loss on disposal of building assets, a write-off of lease-related intangible assets and other transaction-related costs included within other expenses in 2013. The loss as well as depreciation, occupancy and amortization of intangible expense recognized in 2013 was partially offset by higher occupancy expenses in 2014 associated with the new building lease.
|
(dollars in millions)
|
|
Year-
Over-Year
Change
|
|
Change as a
Percentage of
2012 Expenses
|
|||
Salaries, benefits and employer taxes
|
|
$
|
29.9
|
|
|
2
|
%
|
Loss on sale of NYMEX building
|
|
27.1
|
|
|
2
|
|
|
Bonus expense
|
|
21.4
|
|
|
2
|
|
|
Licensing and other fee agreements
|
|
16.6
|
|
|
2
|
|
|
Security breach
|
|
16.0
|
|
|
1
|
|
|
Marketing expense
|
|
12.7
|
|
|
1
|
|
|
DJI asset group contribution and CMA sale
|
|
(46.2
|
)
|
|
(4
|
)
|
|
Other expenses, net
|
|
(0.8
|
)
|
|
—
|
|
|
Total
|
|
$
|
76.7
|
|
|
6
|
%
|
•
|
A rise in salaries, benefits and employer taxes resulting from annual salary increases and rising healthcare costs contributed to an increase in compensation and benefits expense. An increase in average headcount due to efforts to expand and globalize our business also contributed to an increase in expenses in 2013 when compared with 2012.
|
•
|
The sale of the building in New York resulted in a loss on disposal of building assets, a write-off of lease-related intangible assets and other transaction-related costs.
|
•
|
Bonus expense increased due to improved performance relative to our cash earnings target in 2013 when compared with 2012 performance relative to our 2012 cash earnings target.
|
•
|
An increase in licensing and other fee agreements resulted from higher volumes for interest rate swap products and certain equity contracts. The increase in licensing and other fee agreements was also due to fees incurred in connection with a licensing agreement with S&P/DJI, which was amended in the second quarter of 2012.
|
•
|
Professional fees increased due to an increase in legal and other consulting services related to a security breach in 2013.
|
•
|
Marketing expense increased due to new branding initiatives for CME Group.
|
|
|
|
|
|
|
|
|
Year-over-Year Change
|
||||||||||
(dollars in millions)
|
|
2014
|
|
2013
|
|
2012
|
|
2014-2013
|
|
2013-2012
|
||||||||
Investment income
|
|
$
|
35.8
|
|
|
$
|
44.9
|
|
|
$
|
38.7
|
|
|
(20
|
)%
|
|
16
|
%
|
Gains (losses) on derivative investments
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
(100
|
)
|
|||
Interest and other borrowing costs
|
|
(119.4
|
)
|
|
(151.4
|
)
|
|
(132.2
|
)
|
|
(21
|
)
|
|
15
|
|
|||
Equity in net earnings (losses) of unconsolidated subsidiaries
|
|
84.8
|
|
|
70.5
|
|
|
30.7
|
|
|
20
|
|
|
130
|
|
|||
Other income (expense)
|
|
1.8
|
|
|
—
|
|
|
64.3
|
|
|
100
|
|
|
(100
|
)
|
|||
Total Non-Operating
|
|
$
|
3.0
|
|
|
$
|
(36.0
|
)
|
|
$
|
1.4
|
|
|
(108
|
)
|
|
n.m.
|
|
|
|
|
|
|
|
|
|
Year-over-Year Change
|
||||||||||||
(dollars in millions)
|
|
2014
|
|
2013
|
|
2012
|
|
2014-2013
|
|
2013-2012
|
||||||||||
Weighted average borrowings outstanding
|
|
$
|
2,206.3
|
|
|
$
|
2,781.3
|
|
|
$
|
2,344.1
|
|
|
$
|
(575.0
|
)
|
|
$
|
437.2
|
|
Weighted average effective yield
|
|
4.22
|
%
|
|
4.68
|
%
|
|
5.06
|
%
|
|
(0.46
|
)%
|
|
(0.38
|
)%
|
|||||
Average cost of borrowing
(1)
|
|
4.40
|
|
|
4.85
|
|
|
5.24
|
|
|
(0.45
|
)
|
|
(0.39
|
)
|
|
2014
|
|
2013
|
|
2012
|
|
Year-over-Year Change
|
|||||||
2014-2013
|
|
2013-2012
|
||||||||||||
Year ended December 31
|
36.4
|
%
|
|
38.9
|
%
|
|
46.5
|
%
|
|
(2.5
|
)%
|
|
(7.6
|
)%
|
(in millions)
|
|
Operating
Leases
|
|
Purchase
Obligations
|
|
Debt Obligations
|
|
Other
Long-Term
Liabilities
|
|
Total
(1)
|
||||||||||
Year
|
|
|
|
|
|
|
|
|
|
|
||||||||||
2015
|
|
$
|
59.1
|
|
|
$
|
14.6
|
|
|
$
|
89.2
|
|
|
$
|
52.0
|
|
|
$
|
214.9
|
|
2016-2017
|
|
90.2
|
|
|
19.0
|
|
|
178.4
|
|
|
—
|
|
|
287.6
|
|
|||||
2018-2019
|
|
83.6
|
|
|
9.5
|
|
|
750.5
|
|
|
—
|
|
|
843.6
|
|
|||||
Thereafter
|
|
221.7
|
|
|
2.3
|
|
|
2,521.5
|
|
|
—
|
|
|
2,745.5
|
|
|||||
Total
|
|
$
|
454.6
|
|
|
$
|
45.4
|
|
|
$
|
3,539.6
|
|
|
$
|
52.0
|
|
|
$
|
4,091.6
|
|
(1)
|
The liability for gross unrecognized income tax benefits, including interest and penalties, of
$198.6 million
for uncertain tax positions are not included in the table due to uncertainty about the date of their settlement.
|
|
|
|
|
|
|
|
|
Year-over-Year Change
|
||||||||||
(dollars in millions)
|
|
2014
|
|
2013
|
|
2012
|
|
2014-2013
|
|
2013-2012
|
||||||||
Net cash provided by operating activities
|
|
$
|
1,291.4
|
|
|
$
|
1,280.5
|
|
|
$
|
1,219.7
|
|
|
1
|
%
|
|
5
|
%
|
Net cash provided by (used in) investing activities
|
|
(199.1
|
)
|
|
190.5
|
|
|
(208.9
|
)
|
|
n.m.
|
|
|
(191
|
)
|
|||
Net cash used in financing activities
|
|
(2,195.9
|
)
|
|
(606.0
|
)
|
|
(448.4
|
)
|
|
n.m.
|
|
|
35
|
|
|
|
||
(in millions)
|
Par Value
|
||
Fixed rate notes due March 2018, stated rate of 4.40%
(1)
|
$
|
612.5
|
|
Fixed rate notes due September 2022, stated rate of 3.00%
(2)
|
750.0
|
|
|
Fixed rate notes due September 2043, stated rate of 5.30%
(3)
|
750.0
|
|
(1)
|
In February 2010, we entered into 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 4.46%.
|
(2)
|
In August 2012, we entered into 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%.
|
(3)
|
In August 2012, we entered into 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%.
|
Rating Agency
|
|
Short-Term
Debt Rating
|
|
Long-Term
Debt Rating
|
|
Outlook
|
Standard & Poor’s
|
|
A1+
|
|
AA-
|
|
Stable
|
Moody’s Investors Service
|
|
P1
|
|
Aa3
|
|
Stable
|
ITEM 7A.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
•
|
a financial safeguard package for all futures and options contracts other than cleared credit default swap and interest rate swap contracts (base package),
|
•
|
a financial safeguard package for cleared interest rate swap contracts, and
|
•
|
a financial safeguard package for cleared credit default swap contracts.
|
(in millions)
|
|
CME Clearing
Available Assets
|
||
Designated corporate contributions for futures and options
(1)
|
|
$
|
100.0
|
|
Guaranty fund contributions
(2)
|
|
3,488.5
|
|
|
Minimum assessment powers
(3)
|
|
9,593.2
|
|
|
Minimum Total Assets Available for Default
(4)
|
|
$
|
13,181.7
|
|
(1)
|
CME Clearing designates $100.0 million of corporate contributions to satisfy a clearing firm default in the event that the defaulting clearing firm's guaranty contributions and performance bonds do not satisfy the deficit.
|
(2)
|
Guaranty fund contributions of clearing firms include guaranty fund contributions required of clearing firms, but do not include any excess deposits held by us at the direction of clearing firms.
|
(3)
|
In the event of a clearing firm default, if a loss continues to exist after the utilization of the assets of the defaulted firm, our designated corporate contribution and the non-defaulting clearing firms' guaranty fund contributions, we would assess all non-defaulting clearing members as provided in the rules governing the guaranty fund. We would assess a minimum of 275% of their existing guaranty fund requirements up to a maximum of 550% of their existing guaranty fund requirements as provided in the rules.
|
(4)
|
Represents the aggregate minimum resources available to satisfy any obligations not met by a defaulting firm subsequent to the liquidation of the defaulting firm's performance bond collateral.
|
(in millions)
|
|
CME Clearing
Available Assets
|
||
Designated corporate contributions for interest rate swap contracts
(1)
|
|
$
|
150.0
|
|
Guaranty fund contributions
(2)
|
|
2,370.7
|
|
|
Minimum assessment powers
(3)
|
|
2,018.8
|
|
|
Minimum Total Assets Available for Default
(4)
|
|
$
|
4,539.5
|
|
(1)
|
CME Clearing designates $150.0 million of corporate contributions to satisfy a clearing firm default in the event that the defaulting clearing firm's guaranty contributions and performance bonds do not satisfy the deficit.
|
(2)
|
Guaranty fund contributions of clearing firms for interest rate swap contracts include guaranty fund contributions required of those clearing firms.
|
(3)
|
Represents the aggregate minimum resources available to satisfy any obligations not met by a defaulting firm subsequent to the liquidation of the defaulting firm's performance bond collateral.
|
(in millions)
|
|
CME Clearing
Available Assets
|
||
Designated corporate contributions for credit default swap contracts
(1)
|
|
$
|
50.0
|
|
Guaranty fund contributions
(2)
|
|
750.0
|
|
|
Minimum assessment powers
(3)
|
|
54.2
|
|
|
Minimum Total Assets Available for Default
(4)
|
|
$
|
854.2
|
|
(1)
|
CME Clearing designates corporate contributions to satisfy a clearing firm default in the event that the defaulting clearing firm's guaranty contributions and performance bonds do not satisfy the deficit. The working capital contributed by us would be equal to the greater of $50.0 million and 5% of the credit default swap guaranty fund, up to a maximum of $100.0 million.
|
(2)
|
Guaranty fund contributions of clearing firms for credit default swap contracts include guaranty fund contributions required of those clearing firms.
|
(3)
|
In the event of a clearing firm default, if a loss continues to exist after the utilization of the assets of the defaulted firm, our corporate contribution and the non-defaulting firms' guaranty fund contributions, we would assess all non-defaulting clearing members as provided in the rules governing the credit default swap guaranty fund.
|
(4)
|
Represents the aggregate minimum resources available to satisfy any obligations not met by a defaulting firm subsequent to the liquidation of the defaulting firm's performance bond collateral.
|
(in millions)
|
|
Cost
Basis
|
|
Fair
Value
|
|
Carrying
Value
|
|
Unrealized
Gain (Loss),
Net of Tax
|
||||||||
BM&FBOVESPA S.A.
|
|
$
|
405.7
|
|
|
$
|
410.8
|
|
|
$
|
410.8
|
|
|
$
|
(25.0
|
)
|
Bolsa Mexicana de Valores, S.A.B. de C.V.
|
|
17.3
|
|
|
21.2
|
|
|
21.2
|
|
|
2.4
|
|
ITEM 8.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
|
December 31,
|
||||||
|
2014
|
|
2013
|
||||
Assets
|
|
|
|
||||
Current Assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
1,366.1
|
|
|
$
|
2,469.7
|
|
Marketable securities
|
74.7
|
|
|
68.4
|
|
||
Accounts receivable, net of allowance of $1.2 and $1.2
|
341.2
|
|
|
302.7
|
|
||
Other current assets (includes $37.0 and $40.0 in restricted cash)
|
196.5
|
|
|
209.7
|
|
||
Cash performance bonds and guaranty fund contributions
|
40,566.8
|
|
|
21,355.1
|
|
||
Total current assets
|
42,545.3
|
|
|
24,405.6
|
|
||
Property, net
|
508.9
|
|
|
513.4
|
|
||
Intangible assets—trading products
|
17,175.3
|
|
|
17,175.3
|
|
||
Intangible assets—other, net
|
2,637.4
|
|
|
2,741.2
|
|
||
Goodwill
|
7,569.0
|
|
|
7,569.0
|
|
||
Other assets (includes $72.4 and $74.0 in restricted cash)
|
1,805.6
|
|
|
1,873.3
|
|
||
Total Assets
|
$
|
72,241.5
|
|
|
$
|
54,277.8
|
|
|
|
|
|
||||
Liabilities and Equity
|
|
|
|
||||
Current Liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
36.9
|
|
|
$
|
36.2
|
|
Short-term debt
|
—
|
|
|
749.9
|
|
||
Other current liabilities
|
927.5
|
|
|
1,169.8
|
|
||
Cash performance bonds and guaranty fund contributions
|
40,566.8
|
|
|
21,355.1
|
|
||
Total current liabilities
|
41,531.2
|
|
|
23,311.0
|
|
||
Long-term debt
|
2,107.9
|
|
|
2,107.2
|
|
||
Deferred income tax liabilities, net
|
7,302.7
|
|
|
7,249.7
|
|
||
Other liabilities
|
376.2
|
|
|
449.4
|
|
||
Total Liabilities
|
51,318.0
|
|
|
33,117.3
|
|
||
|
|
|
|
||||
CME Group Shareholders’ Equity:
|
|
|
|
||||
Preferred stock, $0.01 par value, 10,000 shares authorized as of December 31, 2014 and 2013; none issued
|
—
|
|
|
—
|
|
||
Class A common stock, $0.01 par value, 1,000,000 shares authorized as of December 31, 2014 and 2013, 335,452 and 333,852 shares issued and outstanding as of December 31, 2014 and 2013, respectively
|
3.4
|
|
|
3.3
|
|
||
Class B common stock, $0.01 par value, 3 shares authorized, issued and outstanding as of December 31, 2014 and 2013
|
—
|
|
|
—
|
|
||
Additional paid-in capital
|
17,596.6
|
|
|
17,504.9
|
|
||
Retained earnings
|
3,317.3
|
|
|
3,494.6
|
|
||
Accumulated other comprehensive income (loss)
|
6.2
|
|
|
152.0
|
|
||
Total CME Group shareholders’ equity
|
20,923.5
|
|
|
21,154.8
|
|
||
Non-controlling interest
|
—
|
|
|
5.7
|
|
||
Total Equity
|
20,923.5
|
|
|
21,160.5
|
|
||
Total Liabilities and Equity
|
$
|
72,241.5
|
|
|
$
|
54,277.8
|
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Revenues
|
|
|
|
|
|
||||||
Clearing and transaction fees
|
$
|
2,616.3
|
|
|
$
|
2,460.4
|
|
|
$
|
2,371.5
|
|
Market data and information services
|
356.3
|
|
|
315.4
|
|
|
387.1
|
|
|||
Access and communication fees
|
82.7
|
|
|
83.2
|
|
|
88.8
|
|
|||
Other
|
57.2
|
|
|
77.3
|
|
|
67.2
|
|
|||
Total Revenues
|
3,112.5
|
|
|
2,936.3
|
|
|
2,914.6
|
|
|||
Expenses
|
|
|
|
|
|
||||||
Compensation and benefits
|
552.1
|
|
|
518.9
|
|
|
496.7
|
|
|||
Communications
|
32.0
|
|
|
35.3
|
|
|
40.1
|
|
|||
Technology support services
|
58.2
|
|
|
53.6
|
|
|
50.7
|
|
|||
Professional fees and outside services
|
129.0
|
|
|
130.3
|
|
|
126.8
|
|
|||
Amortization of purchased intangibles
|
100.6
|
|
|
103.0
|
|
|
116.2
|
|
|||
Depreciation and amortization
|
132.6
|
|
|
135.1
|
|
|
136.9
|
|
|||
Occupancy and building operations
|
96.8
|
|
|
78.3
|
|
|
77.0
|
|
|||
Licensing and other fee agreements
|
114.2
|
|
|
97.9
|
|
|
82.6
|
|
|||
Other
|
128.6
|
|
|
146.9
|
|
|
95.6
|
|
|||
Total Expenses
|
1,344.1
|
|
|
1,299.3
|
|
|
1,222.6
|
|
|||
Operating Income
|
1,768.4
|
|
|
1,637.0
|
|
|
1,692.0
|
|
|||
|
|
|
|
|
|
||||||
Non-Operating Income (Expense)
|
|
|
|
|
|
||||||
Investment income
|
35.8
|
|
|
44.9
|
|
|
38.7
|
|
|||
Gains (losses) on derivative investments
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|||
Interest and other borrowing costs
|
(119.4
|
)
|
|
(151.4
|
)
|
|
(132.2
|
)
|
|||
Equity in net earnings (losses) of unconsolidated subsidiaries
|
84.8
|
|
|
70.5
|
|
|
30.7
|
|
|||
Other non-operating income (expense)
|
1.8
|
|
|
—
|
|
|
64.3
|
|
|||
Total Non-Operating
|
3.0
|
|
|
(36.0
|
)
|
|
1.4
|
|
|||
Income before Income Taxes
|
1,771.4
|
|
|
1,601.0
|
|
|
1,693.4
|
|
|||
Income tax provision
|
644.5
|
|
|
622.9
|
|
|
786.7
|
|
|||
Net Income
|
1,126.9
|
|
|
978.1
|
|
|
906.7
|
|
|||
Less: net income (loss) attributable to non-controlling interests
|
(0.2
|
)
|
|
1.3
|
|
|
10.4
|
|
|||
Net Income Attributable to CME Group
|
$
|
1,127.1
|
|
|
$
|
976.8
|
|
|
$
|
896.3
|
|
|
|
|
|
|
|
||||||
Earnings per Common Share Attributable to CME Group:
|
|
|
|
|
|
||||||
Basic
|
$
|
3.37
|
|
|
$
|
2.94
|
|
|
$
|
2.71
|
|
Diluted
|
3.35
|
|
|
2.92
|
|
|
2.70
|
|
|||
Weighted Average Number of Common Shares:
|
|
|
|
|
|
||||||
Basic
|
334,409
|
|
|
332,678
|
|
|
331,252
|
|
|||
Diluted
|
336,063
|
|
|
334,398
|
|
|
332,319
|
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Net income
|
|
|
$
|
1,126.9
|
|
|
$
|
978.1
|
|
|
$
|
906.7
|
|
Other comprehensive income, net of tax:
|
|
|
|
|
|
|
|
||||||
Investment securities:
|
|
|
|
|
|
|
|
||||||
Net unrealized holding gains (losses) arising during the period
|
|
|
(116.6
|
)
|
|
(221.0
|
)
|
|
174.7
|
|
|||
Reclassification of gains on sale included in investment income
|
|
|
—
|
|
|
(0.7
|
)
|
|
(1.8
|
)
|
|||
Income tax benefit (expense)
|
|
|
(5.2
|
)
|
|
63.9
|
|
|
(64.6
|
)
|
|||
Investment securities, net
|
|
|
(121.8
|
)
|
|
(157.8
|
)
|
|
108.3
|
|
|||
Defined benefit plans:
|
|
|
|
|
|
|
|
||||||
Net change in defined benefit plans arising during the period
|
|
|
(30.0
|
)
|
|
28.4
|
|
|
(13.0
|
)
|
|||
Amortization of net actuarial (gains) losses and prior service costs included in compensation and benefits expense
|
|
|
0.3
|
|
|
3.2
|
|
|
2.5
|
|
|||
Income tax benefit (expense)
|
|
|
11.2
|
|
|
(12.0
|
)
|
|
4.2
|
|
|||
Defined benefit plans, net
|
|
|
(18.5
|
)
|
|
19.6
|
|
|
(6.3
|
)
|
|||
Derivative investments:
|
|
|
|
|
|
|
|
||||||
Net unrealized holding gains (losses) arising during the period
|
|
|
(2.3
|
)
|
|
128.8
|
|
|
(25.3
|
)
|
|||
Ineffectiveness on cash flow hedges
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|||
Amortization of effective portion of net (gain) loss on cash flow hedges included in interest expense
|
|
|
(1.5
|
)
|
|
1.6
|
|
|
1.1
|
|
|||
Income tax benefit (expense)
|
|
|
1.4
|
|
|
(49.0
|
)
|
|
9.0
|
|
|||
Derivative investments, net
|
|
|
(2.4
|
)
|
|
81.4
|
|
|
(15.1
|
)
|
|||
Foreign currency translation:
|
|
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
|
|
(5.2
|
)
|
|
(0.8
|
)
|
|
(1.3
|
)
|
|||
Reclassification adjustment for loss included in other non-operating income (expense)
|
|
|
—
|
|
|
—
|
|
|
18.4
|
|
|||
Income tax benefit (expense)
|
|
|
2.1
|
|
|
0.3
|
|
|
(6.2
|
)
|
|||
Foreign currency translation, net
|
|
|
(3.1
|
)
|
|
(0.5
|
)
|
|
10.9
|
|
|||
Other comprehensive income, net of tax
|
|
|
(145.8
|
)
|
|
(57.3
|
)
|
|
97.8
|
|
|||
Comprehensive income
|
|
|
981.1
|
|
|
920.8
|
|
|
1,004.5
|
|
|||
Less: comprehensive income attributable to non-controlling interests
|
|
|
(0.2
|
)
|
|
1.3
|
|
|
10.5
|
|
|||
Comprehensive Income Attributable to CME Group
|
|
|
$
|
981.3
|
|
|
$
|
919.5
|
|
|
$
|
994.0
|
|
|
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, 2011
|
330,653
|
|
3
|
|
$
|
17,115.8
|
|
|
$
|
4,324.6
|
|
|
$
|
111.6
|
|
|
$
|
21,552.0
|
|
|
$
|
—
|
|
|
$
|
21,552.0
|
|
Net income attributable to CME Group and non-controlling interest
|
|
|
|
|
|
|
896.3
|
|
|
|
|
896.3
|
|
|
|
|
896.3
|
|
|||||||||
Other comprehensive income attributable to CME Group
|
|
|
|
|
|
|
|
|
97.7
|
|
|
97.7
|
|
|
|
|
97.7
|
|
|||||||||
Dividends on common stock of $3.70 per share
|
|
|
|
|
|
|
(1,227.5
|
)
|
|
|
|
(1,227.5
|
)
|
|
|
|
(1,227.5
|
)
|
|||||||||
Non-controlling interest resulting from acquisition of Kansas City Board of Trade
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5.8
|
|
|
5.8
|
|
|||||||||
Tax benefits from Index Services partnership allocation
|
|
|
|
|
18.6
|
|
|
|
|
|
|
18.6
|
|
|
|
|
18.6
|
|
|||||||||
Exercise of stock options
|
745
|
|
|
|
22.1
|
|
|
|
|
|
|
22.1
|
|
|
|
|
22.1
|
|
|||||||||
Excess tax benefits from option exercises and restricted stock vesting
|
|
|
|
|
4.6
|
|
|
|
|
|
|
4.6
|
|
|
|
|
4.6
|
|
|||||||||
Vesting of issued restricted Class A common stock
|
366
|
|
|
|
(9.8
|
)
|
|
|
|
|
|
(9.8
|
)
|
|
|
|
(9.8
|
)
|
|||||||||
Shares issued to Board of Directors
|
40
|
|
|
|
2.1
|
|
|
|
|
|
|
2.1
|
|
|
|
|
2.1
|
|
|||||||||
Shares issued under Employee Stock Purchase Plan
|
28
|
|
|
|
1.6
|
|
|
|
|
|
|
1.6
|
|
|
|
|
1.6
|
|
|||||||||
Stock-based compensation
|
|
|
|
|
61.4
|
|
|
|
|
|
|
61.4
|
|
|
|
|
61.4
|
|
|||||||||
Balance at December 31, 2012
|
331,832
|
|
3
|
|
$
|
17,216.4
|
|
|
$
|
3,993.4
|
|
|
$
|
209.3
|
|
|
$
|
21,419.1
|
|
|
$
|
5.8
|
|
|
$
|
21,424.9
|
|
|
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, 2012
|
331,832
|
|
3
|
|
$
|
17,216.4
|
|
|
$
|
3,993.4
|
|
|
$
|
209.3
|
|
|
$
|
21,419.1
|
|
|
$
|
5.8
|
|
|
$
|
21,424.9
|
|
Net income attributable to CME Group and non-controlling interest
|
|
|
|
|
|
|
976.8
|
|
|
|
|
976.8
|
|
|
(0.1
|
)
|
|
976.7
|
|
||||||||
Other comprehensive income attributable to CME Group
|
|
|
|
|
|
|
|
|
(57.3
|
)
|
|
(57.3
|
)
|
|
|
|
(57.3
|
)
|
|||||||||
Dividends on common stock of $4.40 per share
|
|
|
|
|
|
|
(1,475.6
|
)
|
|
|
|
(1,475.6
|
)
|
|
|
|
(1,475.6
|
)
|
|||||||||
Tax effect and gain related to purchase of non-controlling interest
|
|
|
|
|
167.9
|
|
|
|
|
|
|
167.9
|
|
|
|
|
167.9
|
|
|||||||||
Exercise of stock options
|
1,532
|
|
|
|
73.7
|
|
|
|
|
|
|
73.7
|
|
|
|
|
73.7
|
|
|||||||||
Excess tax benefits from option exercises and restricted stock vesting
|
|
|
|
|
6.8
|
|
|
|
|
|
|
6.8
|
|
|
|
|
6.8
|
|
|||||||||
Vesting of issued restricted Class A common stock
|
442
|
|
|
|
(14.4
|
)
|
|
|
|
|
|
(14.4
|
)
|
|
|
|
(14.4
|
)
|
|||||||||
Shares issued to Board of Directors
|
27
|
|
|
|
2.1
|
|
|
|
|
|
|
2.1
|
|
|
|
|
2.1
|
|
|||||||||
Shares issued under Employee Stock Purchase Plan
|
19
|
|
|
|
1.3
|
|
|
|
|
|
|
1.3
|
|
|
|
|
1.3
|
|
|||||||||
Stock-based compensation
|
|
|
|
|
54.4
|
|
|
|
|
|
|
54.4
|
|
|
|
|
54.4
|
|
|||||||||
Balance at December 31, 2013
|
333,852
|
|
3
|
|
$
|
17,508.2
|
|
|
$
|
3,494.6
|
|
|
$
|
152.0
|
|
|
$
|
21,154.8
|
|
|
$
|
5.7
|
|
|
$
|
21,160.5
|
|
|
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, 2013
|
333,852
|
|
3
|
|
$
|
17,508.2
|
|
|
$
|
3,494.6
|
|
|
$
|
152.0
|
|
|
$
|
21,154.8
|
|
|
$
|
5.7
|
|
|
$
|
21,160.5
|
|
Net income attributable to CME Group and non-controlling interest
|
|
|
|
|
|
|
1,127.1
|
|
|
|
|
1,127.1
|
|
|
(0.2
|
)
|
|
1,126.9
|
|
||||||||
Other comprehensive income attributable to CME Group
|
|
|
|
|
|
|
|
|
(145.8
|
)
|
|
(145.8
|
)
|
|
|
|
(145.8
|
)
|
|||||||||
Dividends on common stock of $3.88 per share
|
|
|
|
|
|
|
(1,304.4
|
)
|
|
|
|
(1,304.4
|
)
|
|
|
|
(1,304.4
|
)
|
|||||||||
Tax benefits and gain related to purchase of non-controlling interests
|
|
|
|
|
(7.8
|
)
|
|
|
|
|
|
(7.8
|
)
|
|
(5.5
|
)
|
|
(13.3
|
)
|
||||||||
Exercise of stock options
|
1,031
|
|
|
|
53.3
|
|
|
|
|
|
|
53.3
|
|
|
|
|
53.3
|
|
|||||||||
Excess tax benefits from option exercises and restricted stock vesting
|
|
|
|
|
4.0
|
|
|
|
|
|
|
4.0
|
|
|
|
|
4.0
|
|
|||||||||
Vesting of issued restricted Class A common stock
|
511
|
|
|
|
(16.7
|
)
|
|
|
|
|
|
(16.7
|
)
|
|
|
|
(16.7
|
)
|
|||||||||
Shares issued to Board of Directors
|
34
|
|
|
|
2.4
|
|
|
|
|
|
|
2.4
|
|
|
|
|
2.4
|
|
|||||||||
Shares issued under Employee Stock Purchase Plan
|
24
|
|
|
|
1.8
|
|
|
|
|
|
|
1.8
|
|
|
|
|
1.8
|
|
|||||||||
Stock-based compensation
|
|
|
|
|
54.8
|
|
|
|
|
|
|
54.8
|
|
|
|
|
54.8
|
|
|||||||||
Balance at December 31, 2014
|
335,452
|
|
3
|
|
$
|
17,600.0
|
|
|
$
|
3,317.3
|
|
|
$
|
6.2
|
|
|
$
|
20,923.5
|
|
|
$
|
—
|
|
|
$
|
20,923.5
|
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Cash Flows from Operating Activities
|
|
|
|
|
|
||||||
Net income
|
$
|
1,126.9
|
|
|
$
|
978.1
|
|
|
$
|
906.7
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Stock-based compensation
|
54.8
|
|
|
54.4
|
|
|
61.4
|
|
|||
Amortization of purchased intangibles
|
100.6
|
|
|
103.0
|
|
|
116.2
|
|
|||
Depreciation and amortization
|
132.6
|
|
|
135.1
|
|
|
136.9
|
|
|||
Gain on contribution of Dow Jones Index asset group
|
—
|
|
|
—
|
|
|
(78.8
|
)
|
|||
Loss on sale of Credit Market Analysis Ltd.
|
—
|
|
|
—
|
|
|
19.9
|
|
|||
Loss on sale of NYMEX building property
|
—
|
|
|
27.1
|
|
|
—
|
|
|||
Undistributed net earnings of unconsolidated subsidiaries
|
(8.6
|
)
|
|
(2.0
|
)
|
|
(15.8
|
)
|
|||
Deferred income taxes
|
78.9
|
|
|
(6.0
|
)
|
|
82.2
|
|
|||
Change in:
|
|
|
|
|
|
||||||
Accounts receivable
|
(38.5
|
)
|
|
(35.5
|
)
|
|
(0.3
|
)
|
|||
Other current assets
|
3.7
|
|
|
(2.6
|
)
|
|
(18.2
|
)
|
|||
Other assets
|
(11.5
|
)
|
|
0.6
|
|
|
(65.6
|
)
|
|||
Accounts payable
|
0.7
|
|
|
(5.5
|
)
|
|
11.2
|
|
|||
Income taxes payable
|
(105.6
|
)
|
|
(9.3
|
)
|
|
71.9
|
|
|||
Other current liabilities
|
(46.1
|
)
|
|
42.5
|
|
|
(5.6
|
)
|
|||
Other liabilities
|
(2.8
|
)
|
|
(5.5
|
)
|
|
(7.3
|
)
|
|||
Other
|
6.3
|
|
|
6.1
|
|
|
4.9
|
|
|||
Net Cash Provided by Operating Activities
|
1,291.4
|
|
|
1,280.5
|
|
|
1,219.7
|
|
|||
|
|
|
|
|
|
||||||
Cash Flows from Investing Activities
|
|
|
|
|
|
||||||
Proceeds from maturities and sales of available-for-sale marketable securities
|
37.5
|
|
|
36.5
|
|
|
29.5
|
|
|||
Purchases of available-for-sale marketable securities
|
(38.3
|
)
|
|
(36.6
|
)
|
|
(32.5
|
)
|
|||
Purchases of property, net
|
(140.7
|
)
|
|
(125.6
|
)
|
|
(141.8
|
)
|
|||
Proceeds from sale of building properties, net of transaction costs
|
7.9
|
|
|
192.4
|
|
|
148.6
|
|
|||
Cash paid in business combinations, net of cash acquired
|
—
|
|
|
—
|
|
|
(162.9
|
)
|
|||
Investments in business ventures
|
(59.3
|
)
|
|
(4.0
|
)
|
|
(67.8
|
)
|
|||
Issuance of loan to unconsolidated subsidiary
|
(6.2
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from sale of Credit Market Analysis Ltd., net of cash sold with business
|
—
|
|
|
—
|
|
|
42.4
|
|
|||
Settlement of derivative related to debt issuance
|
—
|
|
|
127.8
|
|
|
(24.4
|
)
|
|||
Net Cash Provided by (Used in) Investing Activities
|
(199.1
|
)
|
|
190.5
|
|
|
(208.9
|
)
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Cash Flows from Financing Activities
|
|
|
|
|
|
||||||
Proceeds from other borrowings, net of issuance costs
|
—
|
|
|
748.7
|
|
|
747.7
|
|
|||
Repayment of other borrowings
|
(750.0
|
)
|
|
(750.0
|
)
|
|
—
|
|
|||
Cash dividends
|
(1,496.8
|
)
|
|
(599.1
|
)
|
|
(1,224.3
|
)
|
|||
Proceeds from exercise of stock options
|
53.3
|
|
|
73.7
|
|
|
22.1
|
|
|||
Purchase of non-controlling interest
|
(4.7
|
)
|
|
(80.0
|
)
|
|
—
|
|
|||
Excess tax benefits related to employee option exercises and restricted stock vesting
|
4.0
|
|
|
6.8
|
|
|
4.6
|
|
|||
Settlement of contingent consideration
|
(3.6
|
)
|
|
(7.3
|
)
|
|
—
|
|
|||
Other
|
1.9
|
|
|
1.2
|
|
|
1.5
|
|
|||
Net Cash Used in Financing Activities
|
(2,195.9
|
)
|
|
(606.0
|
)
|
|
(448.4
|
)
|
|||
|
|
|
|
|
|
||||||
Net change in cash and cash equivalents
|
(1,103.6
|
)
|
|
865.0
|
|
|
562.4
|
|
|||
Cash and cash equivalents, beginning of period
|
2,469.7
|
|
|
1,604.7
|
|
|
1,042.3
|
|
|||
Cash and Cash Equivalents, End of Period
|
$
|
1,366.1
|
|
|
$
|
2,469.7
|
|
|
$
|
1,604.7
|
|
|
|
|
|
|
|
||||||
Supplemental Disclosure of Cash Flow Information
|
|
|
|
|
|
||||||
Income taxes paid
|
$
|
641.5
|
|
|
$
|
612.2
|
|
|
$
|
624.4
|
|
Interest paid
|
111.4
|
|
|
133.4
|
|
|
110.6
|
|
|||
Non-cash investing activities:
|
|
|
|
|
|
||||||
Investment in S&P/Dow Jones Indices LLC
|
—
|
|
|
—
|
|
|
878.4
|
|
|||
Non-cash financing activities:
|
|
|
|
|
|
||||||
Declaration of annual variable dividend, payable in January 2015 and January 2014
|
670.9
|
|
|
868.0
|
|
|
—
|
|
|
|
2014
|
|
2013
|
||||||||||||
(in millions)
|
|
Amortized
Cost
|
|
Fair
Value
|
|
Amortized
Cost
|
|
Fair
Value
|
||||||||
U.S. Treasury securities
|
|
$
|
19.1
|
|
|
$
|
19.1
|
|
|
$
|
18.3
|
|
|
$
|
18.3
|
|
Asset-backed security
|
|
0.7
|
|
|
0.4
|
|
|
0.8
|
|
|
0.4
|
|
||||
Equity securities
|
|
0.1
|
|
|
0.1
|
|
|
—
|
|
|
0.1
|
|
||||
Total
|
|
$
|
19.9
|
|
|
$
|
19.6
|
|
|
$
|
19.1
|
|
|
$
|
18.8
|
|
(in millions)
|
|
Amortized
Cost
|
|
Fair
Value
|
||||
Maturity of one year or less
|
|
$
|
19.1
|
|
|
$
|
19.1
|
|
Maturity between one and five years
|
|
—
|
|
|
—
|
|
||
Maturity between five and ten years
|
|
—
|
|
|
—
|
|
||
Maturity greater than ten years
|
|
0.7
|
|
|
0.4
|
|
||
Total
|
|
$
|
19.8
|
|
|
$
|
19.5
|
|
|
|
2014
|
|
2013
|
||||||||||||
(in millions)
|
|
Cash
|
|
Non-Cash
Deposits
and
IEF Funds
|
|
Cash
|
|
Non-Cash
Deposits
and
IEF Funds
|
||||||||
Performance bonds
1
|
|
$
|
38,729.0
|
|
|
$
|
93,972.7
|
|
|
$
|
20,060.1
|
|
|
$
|
88,152.3
|
|
Guaranty fund contributions
|
|
1,719.9
|
|
|
5,699.0
|
|
|
1,290.1
|
|
|
4,834.8
|
|
||||
Cross-margin arrangements
|
|
102.2
|
|
|
91.2
|
|
|
3.1
|
|
|
76.5
|
|
||||
Performance collateral for delivery
|
|
15.7
|
|
|
2.1
|
|
|
1.8
|
|
|
2.6
|
|
||||
Total
|
|
$
|
40,566.8
|
|
|
$
|
99,765.0
|
|
|
$
|
21,355.1
|
|
|
$
|
93,066.2
|
|
(in millions)
|
|
2014
|
|
2013
|
||||
Performance bonds
|
|
$
|
2,441.9
|
|
|
$
|
3,453.1
|
|
Guaranty fund contributions
|
|
25.0
|
|
|
25.0
|
|
||
Cross-margin arrangements
|
|
5.5
|
|
|
—
|
|
||
Performance collateral for delivery
|
|
950.4
|
|
|
1,005.5
|
|
||
Total Letters of Credit
|
|
$
|
3,422.8
|
|
|
$
|
4,483.6
|
|
(in millions)
|
|
2014
|
|
2013
|
|
Estimated Useful Life
|
||||
Land and land improvements
|
|
$
|
17.7
|
|
|
$
|
20.1
|
|
|
10 - 20 years
(1)
|
Building and building improvements
|
|
273.5
|
|
|
280.0
|
|
|
3 - 39 years
|
||
Leasehold improvements
|
|
219.1
|
|
|
218.6
|
|
|
3 - 24 years
|
||
Furniture, fixtures and equipment
|
|
360.1
|
|
|
352.1
|
|
|
2 - 7 years
|
||
Software and software development costs
|
|
379.5
|
|
|
321.0
|
|
|
2 - 4 years
|
||
Total property
|
|
1,249.9
|
|
|
1,191.8
|
|
|
|
||
Less accumulated depreciation and amortization
|
|
(741.0
|
)
|
|
(678.4
|
)
|
|
|
||
Property, net
|
|
$
|
508.9
|
|
|
$
|
513.4
|
|
|
|
|
|
2014
|
|
2013
|
||||||||||||||||||||
(in millions)
|
|
Assigned Value
|
|
Accumulated
Amortization
|
|
Net Book
Value
|
|
Assigned Value
|
|
Accumulated
Amortization
|
|
Net Book
Value
|
||||||||||||
Amortizable Intangible Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Clearing firm, market data and other customer relationships
|
|
$
|
2,838.8
|
|
|
$
|
(658.8
|
)
|
|
$
|
2,180.0
|
|
|
$
|
2,838.8
|
|
|
$
|
(563.2
|
)
|
|
$
|
2,275.6
|
|
Technology-related intellectual property
|
|
29.4
|
|
|
(23.5
|
)
|
|
5.9
|
|
|
33.8
|
|
|
(19.8
|
)
|
|
14.0
|
|
||||||
Other
|
|
2.4
|
|
|
(0.9
|
)
|
|
1.5
|
|
|
2.4
|
|
|
(0.8
|
)
|
|
1.6
|
|
||||||
Total amortizable intangible assets
|
|
$
|
2,870.6
|
|
|
$
|
(683.2
|
)
|
|
2,187.4
|
|
|
$
|
2,875.0
|
|
|
$
|
(583.8
|
)
|
|
2,291.2
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Indefinite-Lived Intangible Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Trade names
|
|
|
|
|
|
450.0
|
|
|
|
|
|
|
450.0
|
|
||||||||||
Total intangible assets—other, net
|
|
|
|
|
|
$
|
2,637.4
|
|
|
|
|
|
|
$
|
2,741.2
|
|
||||||||
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 CFTC. Product authorizations from the CFTC have no term limits.
|
|
|
Clearing firm, market data and other customer relationships
|
5 - 30 years
|
Technology-related intellectual property
|
4 - 5 years
|
Other
|
3 - 24.5 years
|
(in millions)
|
|
||
2015
|
$
|
99.5
|
|
2016
|
96.1
|
|
|
2017
|
95.5
|
|
|
2018
|
94.7
|
|
|
2019
|
94.7
|
|
|
Thereafter
|
1,706.9
|
|
(in millions)
|
|
Balance at December 31, 2013
|
|
Business
Combinations
|
|
Divestitures
|
|
Other
Activity
|
|
Balance at December 31, 2014
|
||||||||||
CBOT Holdings
|
|
$
|
5,035.7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5,035.7
|
|
NYMEX Holdings
|
|
2,462.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,462.2
|
|
|||||
Other
|
|
71.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
71.1
|
|
|||||
Total Goodwill
|
|
$
|
7,569.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
7,569.0
|
|
(in millions)
|
|
Balance at December 31, 2012
|
|
Business
Combinations
|
|
Divestitures
|
|
Other
Activity
|
|
Balance at December 31, 2013
|
||||||||||
CBOT Holdings
|
|
$
|
5,035.7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5,035.7
|
|
NYMEX Holdings
|
|
2,462.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,462.2
|
|
|||||
Other
|
|
69.0
|
|
|
—
|
|
|
—
|
|
|
2.1
|
|
|
71.1
|
|
|||||
Total Goodwill
|
|
$
|
7,566.9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2.1
|
|
|
$
|
7,569.0
|
|
(in millions)
|
|
2014
|
|
2013
|
||||
$750.0 million fixed rate notes due February 2014, stated rate of 5.75%
|
|
$
|
—
|
|
|
$
|
749.9
|
|
Total short-term debt
|
|
$
|
—
|
|
|
$
|
749.9
|
|
(in millions)
|
|
2014
|
|
2013
|
||||
$612.5 million fixed rate notes due March 2018, stated rate of 4.40%
(1)
|
|
$
|
611.0
|
|
|
$
|
610.5
|
|
$750.0 million fixed rate notes due September 2022, stated rate of 3.00%
(2)
|
|
748.2
|
|
|
748.0
|
|
||
$750.0 million fixed rate notes due September 2043, stated rate of 5.30%
(3)
|
|
748.7
|
|
|
748.7
|
|
||
Total long-term debt
|
|
$
|
2,107.9
|
|
|
$
|
2,107.2
|
|
(1)
|
In February 2010, the company entered into 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
4.46%
.
|
(2)
|
In August 2012, the company entered into 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%
.
|
(3)
|
In August 2012, CME Group entered into 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%
.
|
(in millions)
|
Par Value
|
||
2015
|
$
|
—
|
|
2016
|
—
|
|
|
2017
|
—
|
|
|
2018
|
612.5
|
|
|
2019
|
—
|
|
|
Thereafter
|
1,500.0
|
|
(in millions)
|
|
Fair Value
|
||
$612.5 million fixed rate notes due March 2018, stated rate of 4.40%
|
|
$
|
650.5
|
|
$750.0 million fixed rate notes due September 2022, stated rate of 3.00%
|
|
763.0
|
|
|
$750.0 million fixed rates notes due September 2043, stated rate of 5.30%
|
|
913.4
|
|
(in millions)
|
|
Balance Sheet Location
|
|
2014
|
|
2013
|
||||
Interest rate contract
|
|
Other current liabilities
|
|
$
|
2.3
|
|
|
$
|
—
|
|
|
|
Gains (Losses)
Recognized in OCI
(Effective Portion)
|
|
(Gains) Losses Reclassified from
Accumulated OCI
(Effective Portion)
|
|
Gains (Losses)
Recognized in Income
(Ineffective Portion)
|
|||||||||||||||||||
(in millions)
|
|
2014
|
2013
|
|
Location
|
|
2014
|
2013
|
|
Location
|
|
2014
|
2013
|
||||||||||||
Interest rate contracts
|
|
$
|
(2.3
|
)
|
$
|
128.8
|
|
|
Interest and other borrowing costs
|
|
$
|
(1.5
|
)
|
$
|
1.6
|
|
|
Gains (losses) on derivative investments
|
|
$
|
—
|
|
$
|
—
|
|
(in millions)
|
|
2014
|
|
2013
|
|
2012
|
||||||
Income before income taxes:
|
|
|
|
|
|
|
||||||
Domestic
|
|
$
|
1,783.7
|
|
|
$
|
1,599.2
|
|
|
$
|
1,703.5
|
|
Foreign
|
|
(12.3
|
)
|
|
1.8
|
|
|
(10.1
|
)
|
|||
Total
|
|
$
|
1,771.4
|
|
|
$
|
1,601.0
|
|
|
$
|
1,693.4
|
|
Income tax provision:
|
|
|
|
|
|
|
||||||
Current:
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
526.4
|
|
|
$
|
491.9
|
|
|
$
|
585.2
|
|
State
|
|
36.5
|
|
|
128.8
|
|
|
117.6
|
|
|||
Foreign
|
|
2.7
|
|
|
8.2
|
|
|
1.7
|
|
|||
Total
|
|
565.6
|
|
|
628.9
|
|
|
704.5
|
|
|||
Deferred:
|
|
|
|
|
|
|
||||||
Federal
|
|
47.1
|
|
|
(157.6
|
)
|
|
50.3
|
|
|||
State
|
|
32.4
|
|
|
153.4
|
|
|
37.0
|
|
|||
Foreign
|
|
(0.6
|
)
|
|
(1.8
|
)
|
|
(5.1
|
)
|
|||
Total
|
|
78.9
|
|
|
(6.0
|
)
|
|
82.2
|
|
|||
Total Income Tax Provision
|
|
$
|
644.5
|
|
|
$
|
622.9
|
|
|
$
|
786.7
|
|
|
|
2014
|
|
2013
|
|
2012
|
|||
Statutory U.S. federal tax rate
|
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
State taxes, net of federal benefit
|
|
1.6
|
|
|
4.8
|
|
|
4.8
|
|
Domestic production activities deduction
|
|
(1.4
|
)
|
|
(7.7
|
)
|
|
—
|
|
Increase (decrease) in domestic valuation allowance
|
|
0.1
|
|
|
0.6
|
|
|
—
|
|
Impact of revised state and local apportionment estimates
|
|
1.1
|
|
|
6.6
|
|
|
1.0
|
|
Deferred taxes associated with McGraw venture and CMA sale
|
|
—
|
|
|
—
|
|
|
6.3
|
|
Other, net
|
|
—
|
|
|
(0.4
|
)
|
|
(0.6
|
)
|
Effective Tax Rate
|
|
36.4
|
%
|
|
38.9
|
%
|
|
46.5
|
%
|
(in millions)
|
|
2014
|
|
2013
|
||||
Net Current Deferred Income Tax Assets:
|
|
|
|
|
||||
Unrealized loss on securities
|
|
$
|
3.0
|
|
|
$
|
3.0
|
|
Stock-based compensation
|
|
19.2
|
|
|
19.1
|
|
||
Accrued expenses and other
|
|
2.2
|
|
|
30.2
|
|
||
Net Current Deferred Income Tax Assets
|
|
$
|
24.4
|
|
|
$
|
52.3
|
|
Net Non-Current Deferred Income Tax Assets:
|
|
|
|
|
||||
Domestic unrealized loss on investment in BM&FBOVESPA
|
|
$
|
101.7
|
|
|
$
|
59.7
|
|
Foreign losses
|
|
19.7
|
|
|
18.8
|
|
||
Domestic losses
|
|
7.3
|
|
|
8.5
|
|
||
Stock-based compensation
|
|
30.7
|
|
|
49.3
|
|
||
Deferred compensation and other benefit plans
|
|
38.1
|
|
|
23.8
|
|
||
Property
|
|
44.3
|
|
|
35.2
|
|
||
Unrealized losses on securities
|
|
16.5
|
|
|
22.9
|
|
||
Accrued expenses and other
|
|
—
|
|
|
13.8
|
|
||
Subtotal
|
|
258.3
|
|
|
232.0
|
|
||
Valuation allowance
|
|
(99.2
|
)
|
|
(47.5
|
)
|
||
Total non-current deferred income tax assets
|
|
159.1
|
|
|
184.5
|
|
||
Non-Current Deferred Income Tax Liabilities:
|
|
|
|
|
||||
Purchased intangible assets
|
|
(7,448.2
|
)
|
|
(7,434.2
|
)
|
||
Other
|
|
(13.6
|
)
|
|
—
|
|
||
Total non-current deferred income tax liabilities
|
|
(7,461.8
|
)
|
|
(7,434.2
|
)
|
||
Net Non-Current Deferred Income Tax Liabilities
|
|
$
|
(7,302.7
|
)
|
|
$
|
(7,249.7
|
)
|
(in millions)
|
|
2014
|
|
2013
|
|
2012
|
||||||
Gross unrecognized tax benefits
|
|
$
|
187.6
|
|
|
$
|
231.6
|
|
|
$
|
37.7
|
|
Unrecognized tax benefits, net of tax impacts in other jurisdictions
|
|
160.8
|
|
|
183.3
|
|
|
24.5
|
|
|||
Unrecognized interest and penalties related to uncertain tax positions
|
|
11.0
|
|
|
42.5
|
|
|
20.1
|
|
|||
Interest and penalties recognized in the consolidated statements of income
|
|
(12.5
|
)
|
|
22.4
|
|
|
3.0
|
|
(in millions)
|
|
2014
|
|
2013
|
|
2012
|
||||||
Balance at January 1
|
|
$
|
231.6
|
|
|
$
|
37.7
|
|
|
$
|
36.8
|
|
Additions based on tax positions related to the current year
|
|
30.5
|
|
|
26.1
|
|
|
5.3
|
|
|||
Additions for tax positions of prior years
|
|
24.9
|
|
|
168.4
|
|
|
3.2
|
|
|||
Reductions for tax positions of prior years
|
|
(51.8
|
)
|
|
(0.4
|
)
|
|
(2.0
|
)
|
|||
Reductions resulting from the lapse of statutes of limitations
|
|
—
|
|
|
(0.2
|
)
|
|
(2.2
|
)
|
|||
Settlements with taxing authorities
|
|
(47.6
|
)
|
|
—
|
|
|
(3.4
|
)
|
|||
Balance at December 31
|
|
$
|
187.6
|
|
|
$
|
231.6
|
|
|
$
|
37.7
|
|
(in millions)
|
|
2014
|
|
2013
|
||||
Balance at January 1
|
|
$
|
175.7
|
|
|
$
|
181.6
|
|
Service cost
|
|
17.1
|
|
|
18.0
|
|
||
Interest cost
|
|
9.6
|
|
|
7.9
|
|
||
Actuarial (gain) loss
|
|
30.1
|
|
|
(23.4
|
)
|
||
Benefits paid
|
|
(8.8
|
)
|
|
(8.4
|
)
|
||
Balance at December 31
|
|
$
|
223.7
|
|
|
$
|
175.7
|
|
(in millions)
|
|
2014
|
|
2013
|
|
2012
|
||||||
Balance at January 1
|
|
$
|
193.6
|
|
|
$
|
183.9
|
|
|
$
|
149.1
|
|
Actual return on plan assets
|
|
14.3
|
|
|
18.1
|
|
|
16.4
|
|
|||
Employer contributions
|
|
26.0
|
|
|
—
|
|
|
28.0
|
|
|||
Benefits paid
|
|
(8.8
|
)
|
|
(8.4
|
)
|
|
(9.6
|
)
|
|||
Balance at December 31
|
|
$
|
225.1
|
|
|
$
|
193.6
|
|
|
$
|
183.9
|
|
(in millions)
|
|
2014
|
|
2013
|
||||
Level 2:
|
|
|
|
|
||||
Money market funds
|
|
$
|
27.2
|
|
|
$
|
4.4
|
|
Mutual funds:
|
|
|
|
|
||||
Fixed income
|
|
67.2
|
|
|
60.7
|
|
||
U.S. equity
|
|
63.4
|
|
|
59.6
|
|
||
Foreign equity
|
|
57.6
|
|
|
59.7
|
|
||
Commodity
|
|
9.7
|
|
|
9.2
|
|
||
Total
|
|
$
|
225.1
|
|
|
$
|
193.6
|
|
(in millions)
|
|
2014
|
|
2013
|
|
2012
|
||||||
Components of Net Pension Expense:
|
|
|
|
|
|
|
||||||
Service cost
|
|
$
|
17.1
|
|
|
$
|
18.0
|
|
|
$
|
16.0
|
|
Interest cost
|
|
9.6
|
|
|
7.9
|
|
|
7.9
|
|
|||
Expected return on plan assets
|
|
(14.0
|
)
|
|
(13.3
|
)
|
|
(11.0
|
)
|
|||
Recognized net actuarial loss
|
|
0.6
|
|
|
3.1
|
|
|
2.5
|
|
|||
Net Pension Expense
|
|
$
|
13.3
|
|
|
$
|
15.7
|
|
|
$
|
15.4
|
|
Assumptions Used to Determine End-of-Year Benefit Obligation:
|
|
|
|
|
|
|
||||||
Discount rate
|
|
4.20
|
%
|
|
5.10
|
%
|
|
4.10
|
%
|
|||
Rate of compensation increase
|
|
5.00
|
|
|
5.00
|
|
|
5.00
|
|
|||
Cash balance interest crediting rate
|
|
4.00
|
|
|
4.00
|
|
|
4.00
|
|
|||
Assumptions Used to Determine Net Pension Expense:
|
|
|
|
|
|
|
||||||
Discount rate
|
|
5.10
|
%
|
|
4.10
|
%
|
|
5.00
|
%
|
|||
Rate of compensation increase
|
|
5.00
|
|
|
5.00
|
|
|
5.00
|
|
|||
Expected return on plan assets
|
|
7.50
|
|
|
7.50
|
|
|
7.75
|
|
|||
Interest crediting rate
|
|
4.00
|
|
|
4.00
|
|
|
4.00
|
|
|
2014
|
|
2013
|
||
Fixed income
|
29.8
|
%
|
|
31.4
|
%
|
U.S. equity
|
28.2
|
|
|
30.8
|
|
Foreign equity
|
25.6
|
|
|
30.8
|
|
Money market funds
|
12.1
|
|
|
2.3
|
|
Commodity
|
4.3
|
|
|
4.7
|
|
|
Minimum
|
|
Maximum
|
||
Fixed income
|
33.0
|
%
|
|
45.0
|
%
|
U.S. equity
|
23.5
|
|
|
35.0
|
|
Foreign equity
|
23.5
|
|
|
35.0
|
|
Commodity
|
2.0
|
|
|
8.0
|
|
(in millions)
|
|
Prior
Service
Costs
|
|
Actuarial
Loss
|
||||
Balance at January 1
|
|
$
|
0.1
|
|
|
$
|
22.5
|
|
Unrecognized net loss
|
|
—
|
|
|
29.7
|
|
||
Recognized as a component of net pension expense
|
|
—
|
|
|
(0.6
|
)
|
||
Balance at December 31
|
|
$
|
0.1
|
|
|
$
|
51.6
|
|
(in millions)
|
|
|
||
2015
|
|
$
|
13.8
|
|
2016
|
|
14.8
|
|
|
2017
|
|
15.7
|
|
|
2018
|
|
17.3
|
|
|
2019
|
|
18.4
|
|
|
2020-2024
|
|
108.5
|
|
•
|
In November 2013, the company sold a building in New York and leased back a portion of the property. The operating lease, which has an initial lease term ending on December 31, 2028, contains
two
consecutive renewal options for
five
years.
|
•
|
In April 2012, the company sold two buildings in Chicago at 141 W. Jackson and leased back a portion of the property. The operating lease, which has an initial lease term ending on April 30, 2027, contains
four
consecutive renewal options for
five
years.
|
•
|
In January 2011, the company entered into an operating lease for office space in London. The initial lease term, which became effective on January 20, 2011, terminates on March 24, 2026, with an option to terminate without penalty in January 2021.
|
•
|
In July 2008, the company renegotiated the operating lease for its headquarters at 20 South Wacker Drive in Chicago. The lease, which has an initial term ending on November 30, 2022, contains
two
consecutive renewal options for
seven
and
ten
years and a contraction option which allows the company to reduce its occupied space after November 30, 2018. In addition, the company may exercise a lease expansion option in December 2017.
|
•
|
In August 2006, the company entered into an operating lease for additional office space in Chicago. The initial lease term, which became effective on August 10, 2006, terminates on November 30, 2023. The lease contains
two
5
-year renewal options beginning in 2023.
|
Year
|
|
||
2015
|
$
|
59.1
|
|
2016
|
47.8
|
|
|
2017
|
42.4
|
|
|
2018
|
42.0
|
|
|
2019
|
41.6
|
|
|
Thereafter
|
221.7
|
|
|
Total
|
$
|
454.6
|
|
Year
|
|
||
2015
|
$
|
14.6
|
|
2016
|
9.8
|
|
|
2017
|
9.2
|
|
|
2018
|
8.3
|
|
|
2019
|
1.2
|
|
|
Thereafter
|
2.3
|
|
|
Total
|
$
|
45.4
|
|
(in millions)
|
2013
|
|
2012
|
||||
Balance at January 1
|
$
|
80.8
|
|
|
$
|
70.3
|
|
Total comprehensive income attributable to redeemable non-controlling interest
|
1.5
|
|
|
10.5
|
|
||
Purchase of non-controlling interest
|
(82.3
|
)
|
|
—
|
|
||
Balance at December 31
|
$
|
—
|
|
|
$
|
80.8
|
|
|
|
December 31,
|
||
(in thousands)
|
|
2014
|
|
2013
|
Class A common stock authorized
|
|
1,000,000
|
|
1,000,000
|
Class A common stock issued and outstanding
|
|
335,452
|
|
333,852
|
Class B-1 common stock authorized, issued and outstanding
|
|
0.6
|
|
0.6
|
Class B-2 common stock authorized, issued and outstanding
|
|
0.8
|
|
0.8
|
Class B-3 common stock authorized, issued and outstanding
|
|
1.3
|
|
1.3
|
Class B-4 common stock authorized, issued and outstanding
|
|
0.4
|
|
0.4
|
(in millions)
|
|
2014
|
|
2013
|
|
2012
|
||||||
Compensation expense
|
|
$
|
55.0
|
|
|
$
|
54.4
|
|
|
$
|
61.4
|
|
Income tax benefit recognized
|
|
19.5
|
|
|
20.0
|
|
|
22.5
|
|
|
Grant Year
|
|
2012
|
Dividend yield
|
4.2%-4.5%
|
Expected volatility
|
40%-41%
|
Risk-free interest rate
|
0.8%-1.5%
|
Expected life
|
5.0 to 6.2 years
|
|
|
Number of Shares
|
|
Weighted
Average
Exercise
Price
|
|
Weighted Average Remaining Contractual Life (in years)
|
|
Aggregate Intrinsic Value
|
|||||
Outstanding at December 31, 2013
|
|
4,191,594
|
|
|
$
|
67
|
|
|
4.9
|
|
$
|
70.4
|
|
Exercised
|
|
(1,030,952
|
)
|
|
52
|
|
|
|
|
|
|||
Cancelled
|
|
(149,375
|
)
|
|
76
|
|
|
|
|
|
|||
Outstanding at December 31, 2014
|
|
3,011,267
|
|
|
72
|
|
|
3.7
|
|
60.1
|
|
||
Exercisable at December 31, 2014
|
|
2,761,127
|
|
|
74
|
|
|
3.5
|
|
51.5
|
|
|
Number of Shares
|
|
Weighted
Average
Grant Date
Fair Value
|
|||
Outstanding at December 31, 2013
|
2,085,251
|
|
|
$
|
63
|
|
Granted
|
948,740
|
|
|
82
|
|
|
Vested
|
(511,575
|
)
|
|
60
|
|
|
Cancelled
|
(424,108
|
)
|
|
64
|
|
|
Outstanding at December 31, 2014
|
2,098,308
|
|
|
72
|
|
(in millions)
|
Investment Securities
|
|
Defined Benefit Plans
|
|
Derivative Investments
|
|
Foreign Currency Translation
|
|
Total
|
||||||||||
Balance at December 31, 2013
|
$
|
98.9
|
|
|
$
|
(12.8
|
)
|
|
$
|
65.0
|
|
|
$
|
0.9
|
|
|
$
|
152.0
|
|
Other comprehensive income before reclassifications and income tax benefit (expense)
|
(116.6
|
)
|
|
(30.0
|
)
|
|
(2.3
|
)
|
|
(5.2
|
)
|
|
(154.1
|
)
|
|||||
Amounts reclassified from accumulated other comprehensive income
|
—
|
|
|
0.3
|
|
|
(1.5
|
)
|
|
—
|
|
|
(1.2
|
)
|
|||||
Income tax benefit (expense)
|
(5.2
|
)
|
|
11.2
|
|
|
1.4
|
|
|
2.1
|
|
|
9.5
|
|
|||||
Net current period other comprehensive income attributable to CME Group
|
(121.8
|
)
|
|
(18.5
|
)
|
|
(2.4
|
)
|
|
(3.1
|
)
|
|
(145.8
|
)
|
|||||
Balance at December 31, 2014
|
$
|
(22.9
|
)
|
|
$
|
(31.3
|
)
|
|
$
|
62.6
|
|
|
$
|
(2.2
|
)
|
|
$
|
6.2
|
|
(in millions)
|
Investment Securities
|
|
Defined Benefit Plans
|
|
Derivative Investments
|
|
Foreign Currency Translation
|
|
Total
|
||||||||||
Balance at December 31, 2012
|
$
|
256.7
|
|
|
$
|
(32.4
|
)
|
|
$
|
(16.4
|
)
|
|
$
|
1.4
|
|
|
$
|
209.3
|
|
Other comprehensive income before reclassifications and income tax benefit (expense)
|
(221.0
|
)
|
|
28.4
|
|
|
128.8
|
|
|
(0.8
|
)
|
|
(64.6
|
)
|
|||||
Amounts reclassified from accumulated other comprehensive income
|
(0.7
|
)
|
|
3.2
|
|
|
1.6
|
|
|
—
|
|
|
4.1
|
|
|||||
Income tax benefit (expense)
|
63.9
|
|
|
(12.0
|
)
|
|
(49.0
|
)
|
|
0.3
|
|
|
3.2
|
|
|||||
Net current period other comprehensive income attributable to CME Group
|
(157.8
|
)
|
|
19.6
|
|
|
81.4
|
|
|
(0.5
|
)
|
|
(57.3
|
)
|
|||||
Balance at December 31, 2013
|
$
|
98.9
|
|
|
$
|
(12.8
|
)
|
|
$
|
65.0
|
|
|
$
|
0.9
|
|
|
$
|
152.0
|
|
(in millions)
|
Investment Securities
|
|
Defined Benefit Plans
|
|
Derivative Investments
|
|
Foreign Currency Translation
|
|
Total
|
||||||||||
Balance at December 31, 2011
|
$
|
148.4
|
|
|
$
|
(26.1
|
)
|
|
$
|
(1.2
|
)
|
|
$
|
(9.5
|
)
|
|
$
|
111.6
|
|
Other comprehensive income before reclassifications and income tax benefit (expense)
|
174.7
|
|
|
(13.0
|
)
|
|
(25.3
|
)
|
|
(1.3
|
)
|
|
135.1
|
|
|||||
Ineffectiveness on cash flow hedges
|
—
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
|
0.1
|
|
|||||
Amounts reclassified from accumulated other comprehensive income
(1)
|
(1.8
|
)
|
|
2.5
|
|
|
1.0
|
|
|
18.4
|
|
|
20.1
|
|
|||||
Income tax benefit (expense)
|
(64.6
|
)
|
|
4.2
|
|
|
9.0
|
|
|
(6.2
|
)
|
|
(57.6
|
)
|
|||||
Net current period other comprehensive income attributable to CME Group
|
108.3
|
|
|
(6.3
|
)
|
|
(15.2
|
)
|
|
10.9
|
|
|
97.7
|
|
|||||
Balance at December 31, 2012
|
$
|
256.7
|
|
|
$
|
(32.4
|
)
|
|
$
|
(16.4
|
)
|
|
$
|
1.4
|
|
|
$
|
209.3
|
|
•
|
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, other than level 1 inputs, 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.
|
|
|
December 31, 2014
|
||||||||||||||
(in millions)
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets at Fair Value:
|
|
|
|
|
|
|
|
|
||||||||
Marketable securities:
|
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury securities
|
|
$
|
19.1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
19.1
|
|
Mutual funds
|
|
55.1
|
|
|
—
|
|
|
—
|
|
|
55.1
|
|
||||
Equity securities
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
||||
Asset-backed security
|
|
—
|
|
|
0.4
|
|
|
—
|
|
|
0.4
|
|
||||
Total
|
|
74.3
|
|
|
0.4
|
|
|
—
|
|
|
74.7
|
|
||||
Performance bonds and guaranty fund contributions:
|
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury securities
(1)
|
|
16,699.7
|
|
|
—
|
|
|
—
|
|
|
16,699.7
|
|
||||
Equity investments
|
|
432.1
|
|
|
—
|
|
|
—
|
|
|
432.1
|
|
||||
Total Assets at Fair Value
|
|
$
|
17,206.1
|
|
|
$
|
0.4
|
|
|
$
|
—
|
|
|
$
|
17,206.5
|
|
Liabilities at Fair Value:
|
|
|
|
|
|
|
|
|
||||||||
Interest rate swap contract
|
|
$
|
—
|
|
|
$
|
2.3
|
|
|
$
|
—
|
|
|
$
|
2.3
|
|
Contingent consideration
|
|
—
|
|
|
—
|
|
|
17.7
|
|
|
17.7
|
|
||||
Total Liabilities at Fair Value
|
|
$
|
—
|
|
|
$
|
2.3
|
|
|
$
|
17.7
|
|
|
$
|
20.0
|
|
|
|
December 31, 2013
|
||||||||||||||
(in millions)
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets at Fair Value:
|
|
|
|
|
|
|
|
|
||||||||
Marketable securities:
|
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury securities
|
|
$
|
18.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
18.3
|
|
Mutual funds
|
|
49.6
|
|
|
—
|
|
|
—
|
|
|
49.6
|
|
||||
Equity securities
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
||||
Asset-backed securities
|
|
—
|
|
|
0.4
|
|
|
—
|
|
|
0.4
|
|
||||
Total
|
|
68.0
|
|
|
0.4
|
|
|
—
|
|
|
68.4
|
|
||||
Equity investments
|
|
499.9
|
|
|
—
|
|
|
—
|
|
|
499.9
|
|
||||
Total Assets at Fair Value
|
|
$
|
567.9
|
|
|
$
|
0.4
|
|
|
$
|
—
|
|
|
$
|
568.3
|
|
Liabilities at Fair Value:
|
|
|
|
|
|
|
|
|
||||||||
Contingent consideration
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
15.7
|
|
|
$
|
15.7
|
|
Total Liabilities at Fair Value
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
15.7
|
|
|
$
|
15.7
|
|
(in millions)
|
Contingent Consideration
|
||
Fair value of liability at December 31, 2012
|
$
|
12.6
|
|
Contingent obligation arising from acquisition
|
4.4
|
|
|
Realized and unrealized gains (losses):
|
|
||
Included in operating expense
|
6.0
|
|
|
Settlements
|
(7.3
|
)
|
|
Fair value of liability at December 31, 2013
|
15.7
|
|
|
Realized and unrealized gains (losses):
|
|
||
Included in operating expense
|
7.1
|
|
|
Settlements
|
(5.1
|
)
|
|
Fair value of liability at December 31, 2014
|
$
|
17.7
|
|
(in thousands)
|
2014
|
|
2013
|
|
2012
|
|||
Stock options
|
1,330
|
|
|
1,566
|
|
|
4,851
|
|
Stock awards
|
124
|
|
|
65
|
|
|
—
|
|
Total
|
1,454
|
|
|
1,631
|
|
|
4,851
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Net Income Attributable to CME Group (in millions)
|
$
|
1,127.1
|
|
|
$
|
976.8
|
|
|
$
|
896.3
|
|
Weighted Average Common Shares Outstanding (in thousands):
|
|
|
|
|
|
||||||
Basic
|
334,409
|
|
|
332,678
|
|
|
331,252
|
|
|||
Effect of stock options and stock awards
|
1,654
|
|
|
1,720
|
|
|
1,067
|
|
|||
Diluted
|
336,063
|
|
|
334,398
|
|
|
332,319
|
|
|||
Earnings per Common Share Attributable to CME Group:
|
|
|
|
|
|
||||||
Basic
|
$
|
3.37
|
|
|
$
|
2.94
|
|
|
$
|
2.71
|
|
Diluted
|
3.35
|
|
|
2.92
|
|
|
2.70
|
|
(in millions, except per share data)
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
|
Year to Date
|
||||||||||
Year Ended December 31, 2014
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total revenues
|
|
$
|
777.4
|
|
|
$
|
731.6
|
|
|
$
|
762.4
|
|
|
$
|
841.1
|
|
|
$
|
3,112.5
|
|
Operating income
|
|
454.5
|
|
|
412.0
|
|
|
430.4
|
|
|
471.5
|
|
|
1,768.4
|
|
|||||
Non-operating income (expense)
|
|
(8.1
|
)
|
|
10.1
|
|
|
(1.3
|
)
|
|
2.3
|
|
|
3.0
|
|
|||||
Income before income taxes
|
|
446.4
|
|
|
422.1
|
|
|
429.1
|
|
|
473.8
|
|
|
1,771.4
|
|
|||||
Net income attributable to CME Group
|
|
266.8
|
|
|
263.8
|
|
|
290.0
|
|
|
306.5
|
|
|
1,127.1
|
|
|||||
Earnings per common share attributable to CME Group:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
$
|
0.80
|
|
|
$
|
0.79
|
|
|
$
|
0.87
|
|
|
$
|
0.91
|
|
|
$
|
3.37
|
|
Diluted
|
|
0.79
|
|
|
0.79
|
|
|
0.86
|
|
|
0.91
|
|
|
3.35
|
|
|||||
Year Ended December 31, 2013
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total revenues
|
|
$
|
718.6
|
|
|
$
|
816.1
|
|
|
$
|
714.6
|
|
|
$
|
687.0
|
|
|
$
|
2,936.3
|
|
Operating income
|
|
405.5
|
|
|
507.8
|
|
|
400.5
|
|
|
323.2
|
|
|
1,637.0
|
|
|||||
Non-operating income (expense)
|
|
(17.9
|
)
|
|
(0.3
|
)
|
|
(1.6
|
)
|
|
(16.2
|
)
|
|
(36.0
|
)
|
|||||
Income before income taxes
|
|
387.6
|
|
|
507.5
|
|
|
398.9
|
|
|
307.0
|
|
|
1,601.0
|
|
|||||
Net income attributable to CME Group
|
|
235.8
|
|
|
311.2
|
|
|
236.7
|
|
|
193.1
|
|
|
976.8
|
|
|||||
Earnings per common share attributable to CME Group:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
$
|
0.71
|
|
|
$
|
0.94
|
|
|
$
|
0.71
|
|
|
$
|
0.58
|
|
|
$
|
2.94
|
|
Diluted
|
|
0.71
|
|
|
0.93
|
|
|
0.71
|
|
|
0.58
|
|
|
2.92
|
|
ITEM 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
ITEM 9A.
|
CONTROLS AND PROCEDURES
|
ITEM 9B.
|
OTHER INFORMATION
|
ITEM 10.
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
ITEM 11.
|
EXECUTIVE COMPENSATION
|
ITEM 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS
|
Plan category
|
|
Number of Securities to be Issued Upon Exercise of Outstanding Options (a)
|
|
Weighted-Average Exercise Price of Outstanding Options (b)
|
|
Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding securities reflected in column (a))(c)
|
||||
Equity compensation plans approved by security holders
|
|
3,011,267
|
|
|
$
|
72.48
|
|
|
22,882,151
|
|
Equity compensation plans not approved by security holders
|
|
—
|
|
|
|
|
|
|||
Total
|
|
3,011,267
|
|
|
|
|
22,882,151
|
|
ITEM 13.
|
CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
|
ITEM 14.
|
PRINCIPAL ACCOUNTANT FEES AND SERVICES
|
ITEM 15.
|
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
|
|
Balance at
beginning
of year
|
|
Charged
against
goodwill
|
|
Charged
(credited) to
costs and
expenses
|
|
Other
(1)
|
|
Balance
at end
of year
|
||||||||||
Year Ended December 31, 2014
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts
|
$
|
1.2
|
|
|
$
|
—
|
|
|
$
|
0.1
|
|
|
$
|
(0.1
|
)
|
|
$
|
1.2
|
|
Allowance for deferred tax assets
|
47.5
|
|
|
—
|
|
|
—
|
|
|
51.7
|
|
|
99.2
|
|
|||||
Year Ended December 31, 2013
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts
|
$
|
0.8
|
|
|
$
|
—
|
|
|
$
|
0.8
|
|
|
$
|
(0.4
|
)
|
|
$
|
1.2
|
|
Allowance for deferred tax assets
|
24.8
|
|
|
—
|
|
|
4.6
|
|
|
18.1
|
|
|
47.5
|
|
|||||
Year Ended December 31, 2012
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts
|
$
|
1.3
|
|
|
$
|
—
|
|
|
$
|
1.0
|
|
|
$
|
(1.5
|
)
|
|
$
|
0.8
|
|
Allowance for deferred tax assets
|
43.2
|
|
|
0.5
|
|
|
(3.0
|
)
|
|
(15.9
|
)
|
|
24.8
|
|
(1)
|
Includes write-offs of doubtful accounts and reversals of deferred tax asset valuation allowances against accumulated other comprehensive income.
|
(3)
|
Exhibits
|
Exhibit
Number
|
|
Description of Exhibit
|
|
|
|
|
|
|
3.
|
|
Articles of Incorporation and Bylaws
|
|
|
|
3.1
|
|
Fourth Amended and Restated Certificate of Incorporation of CME Group Inc. (incorporated by reference to Exhibit 3.1 to CME Group Inc.’s Current Report on Form 8-K, filed with the SEC on May 29, 2012, File No. 001-31553).
|
|
|
|
3.2
|
|
Tenth Amended and Restated Bylaws of CME Group Inc. (incorporated by reference to Exhibit 3.1 to CME Group Inc.’s Current Report on Form 8-K, filed with the SEC on April 23, 2013, File No. 001-31553).
|
|
|
|
4.
|
|
Instruments Defining the Rights of Security Holders
|
|
|
|
4.1*
|
|
Amended and Restated Commercial Paper Dealer Agreement, dated as of October 20, 2014, among CME Group Inc., as Issuer, and Barclays Capital Inc.
|
|
|
|
4.2*
|
|
Amended and Restated Issuing and Paying Agency Agreement, dated as of September 26, 2014, between CME Group Inc. and Bank of America, National Association, as Issuing and Paying Agent.
|
|
|
|
4.3*
|
|
Amended and Restated Commercial Paper Dealer Agreement, dated as of October 20, 2014, between CME Group Inc., as Issuer, and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Dealer.
|
|
|
|
4.4*
|
|
Amended and Restated Commercial Paper Dealer Agreement, dated as of October 20, 2014, between CME Group Inc., as Issuer, and Goldman, Sachs & Co., as Dealer.
|
|
|
|
4.5
|
|
Indenture, dated August 12, 2008, between CME Group Inc. and U.S. Bank National Association (incorporated by reference to Exhibit 4.1 to CME Group Inc.’s Current Report on Form 8-K, filed with the SEC on August 13, 2008, File No. 001-31553).
|
|
|
|
4.6
|
|
Fourth Supplemental Indenture (including the form of 5.75% note due 2014), dated February 9, 2009, between CME Group Inc. and U.S. Bank National Association (incorporated by reference to Exhibit 4.2 to CME Group Inc.’s Current Report on Form 8-K, filed with the SEC on February 9, 2009, File No. 001-31553).
|
|
|
|
4.7
|
|
Fifth Supplemental Indenture (including the form of 3.00% note due 2022), dated September 10, 2012, between CME Group Inc. and U.S. Bank National Association (incorporated by reference to Exhibit 4.2 to CME Group Inc.'s Current Report on Form 8-K, filed with the SEC on September 10, 2012, File No. 001-31553).
|
|
|
|
4.8
|
|
Sixth Supplemental Indenture (including the form of 5.300% note due 2043), dated as of September 9, 2013, between CME Group Inc. and U.S. Bank National Association (incorporated by reference to Exhibit 4.2 to CME Group Inc.'s Current Report on Form 8-K, filed with the SEC on September 9. 2013, File No. 001-31553).
|
|
|
|
4.9
|
|
Indenture (including the form of 4.40% note due 2018), dated March 18, 2010, between CME Group Index Services LLC, CME Group Inc. and U.S. Bank National Association (incorporated by reference to Exhibit 4.1 to CME Group Inc.’s Current Report on Form 8-K, filed with the SEC on March 23, 2010, File No. 001-31553).
|
|
|
|
10.
|
|
Material Contracts
|
|
|
|
10.1(1)
|
|
CME Group Inc. Amended and Restated Omnibus Stock Plan, amended and restated effective as of May 23, 2012 (incorporated by reference to Exhibit 10.1 to CME Group Inc.’s Form 8-K, filed with the SEC on May 29, 2012, File No. 001-31553); First Amendment to the Amended and Restated Omnibus Stock Plan, effective as of December 5, 2012 (incorporated by reference to Exhibit 10.1 to CME Group Inc.'s Form 10-K, filed with the SEC on February 28, 2013, File No. 001-31553).
|
|
|
|
10.2(1)
|
|
Form of Equity Grant Letter for Executive Officers (incorporated by reference to Exhibit 10.2 to CME Group Inc.'s Form 10-K, filed with the SEC on February 28, 2013, File No. 001-31553).
|
|
|
|
10.3(1)
|
|
Form of equity grant letter for performance based shares based on specific Company initiatives (incorporated by reference to Exhibit 10.7 to CME Group Inc.'s Form 10-Q, filed with the SEC on August 5, 2011, File No. 001-31553).
|
|
|
|
10.4(1)
|
|
Form of equity grant letter for annual grant of performance shares (incorporated by reference to Exhibit 10.4 to CME Group Inc.'s Form 10-K, filed with the SEC on February 28, 2013, File No. 001-31553).
|
|
|
|
Exhibit
Number
|
|
Description of Exhibit
|
10.5(1)
|
|
CME Group Inc. Director Stock Plan, amended and restated effective as of May 21, 2014 (incorporated by reference to Exhibit 10.1 to CME Group Inc.'s Current Report on Form 8-K, filed with the SEC on May 28, 2014, File No. 001-31553).
|
|
|
|
10.6(1)
|
|
Form of Equity Stipend Grant Letter for Non-Executive Directors (incorporated by reference to Exhibit 10.4 to CME Group Inc.'s Form 10-K, filed with the SEC on February 26, 2010, File No. 001-31553).
|
|
|
|
10.7(1)
|
|
CME Group Inc.'s Amended and Restated Employee Stock Purchase Plan, amended and restated as of May 23, 2012 (incorporated by reference to Exhibit 10.2 to CME Group Inc.'s Form 8-K, filed with the SEC on May 29, 2012, File No. 001-31553; First Amendment to the Amended and Restated Employee Stock Purchase Plan, effective as of December 5, 2012 (incorporated by reference to Exhibit 10.7 to CME Group Inc.'s Form 10-K, filed with the SEC on February 28, 2013, File No. 001-31553).
|
|
|
|
10.8(1)
|
|
Amended and Restated CBOT Holdings, Inc. 2005 Long-Term Equity Plan, amended and restated as of December 31, 2008 (incorporated by reference to Exhibit 10.6 to CME Group Inc.'s Form 10-K, filed with the SEC on March 2, 2009, File No. 001-31553).
|
|
|
|
10.9(1)
|
|
Amended and Restated NYMEX Holdings, Inc. 2006 Omnibus Long-Term Incentive Plan, amended and restated as of December 31, 2008 (incorporated by reference to Exhibit 10.7 to CME Group Inc.'s Form 10-K, filed with the SEC on March 2, 2009, File No. 001-31553).
|
|
|
|
10.10(1)
|
|
Chicago Mercantile Exchange Inc. Senior Management Supplemental Deferred Savings Plan (SMSDSP) consisting of the Grandfathered SMSDSP, amended and restated as of January 1, 2008, and the Amended and Restated 409A SMSDSP, amended and restated as of January 1, 2008 (incorporated by reference to Exhibit 10.7 to CME Group Inc.'s Form 10-K, filed with the SEC on February 28, 2008, File No. 000-33379).
|
|
|
|
10.11(1)
|
|
Amended and Restated Chicago Mercantile Exchange Inc. Directors' Deferred Compensation Plan, amended and restated as of January 1, 2009 (incorporated by reference to Exhibit 10.9 to CME Group Inc.'s Form 10-K, filed with the SEC on March 2, 2009, File No. 001-31553).
|
|
|
|
10.12(1)
|
|
Chicago Mercantile Exchange Inc. Supplemental Executive Retirement Plan consisting of the Grandfathered Supplemental Retirement Plan, amended and restated as of January 1, 2008, and the Amended and Restated 409A Supplemental Executive Retirement Plan, amended and restated as of January 1, 2008 (incorporated by reference to Exhibit 10.9 to CME Group Inc.'s Form 10-K, filed with the SEC on February 28, 2008, File No. 000-33379).
|
|
|
|
10.13(1)
|
|
Chicago Mercantile Exchange Inc. Supplemental Executive Retirement Trust; First Amendment thereto, dated September 7, 1993 (incorporated by reference to Exhibit 10.5 to Chicago Mercantile Exchange Inc.'s Form S-4, filed with the SEC on February 24, 2000, File No. 333-95561); Second Amendment to Chicago Mercantile Exchange Inc. Senior Management Supplemental Deferred Savings Plan, executed as of April 25, 2011 (incorporated by reference to Exhibit 10.4 to CME Group Inc.'s Form 10-Q, filed with the SEC on August 5, 2011, File No. 001-31553).
|
|
|
|
10.14(1)
|
|
Recognition and Retention Plan for Members of the COMEX Division of New York Mercantile Exchange (incorporated by reference to Exhibit 10.11 to NYMEX Holdings, Inc.'s Form 10-K, filed with the SEC on March 29, 2001, File No. 333-30332).
|
|
|
|
10.15(1)
|
|
Amended and Restated CME Group Inc. Incentive Plan for Named Executive Officers (Amended and Restated as of May 21, 2014) (incorporated by reference to Exhibit 10.2 to CME Group Inc.’s Form 8-K, filed with the SEC on May 28, 2014, File No. 001-31553).
|
|
|
|
10.16(1)*
|
|
CME Group Inc. Severance Plan for Eligible Executives, amended and restated effective January 1, 2013 (incorporated by reference to Exhibit 10.16 to CME Group Inc.'s Form 10-K, filed with the SEC on February 28, 2014, File No. 001-31553); First Amendment to CME Group Inc. Severance Plan for Eligible Executives, effective as of October 13, 2014.
|
|
|
|
10.17(1)*
|
|
CME Group Inc. Severance Plan, amended and restated effective January 1, 2013 (incorporated by reference to Exhibit 10.17 to CME Group Inc.'s Form 10-K, filed with the SEC on February 28, 2014, File No. 001-31553); First Amendment to the Amended and Restated CME Group Inc. Severance Plan, effective October 13, 2014.
|
|
|
|
10.18(1)
|
|
Amended Agreement, effective as of February 5, 2014, between CME Group Inc. and Terrence A. Duffy (incorporated by reference to Exhibit 10.1 to CME Group Inc.'s Form 8-K, filed with the SEC on February 11, 2014, File No. 001-31553).
|
|
|
|
10.19(1)
|
|
Amended Agreement, effective as of February 5, 2014, between CME Group Inc. and Phupinder S. Gill (incorporated by reference to Exhibit 10.2 to CME Group Inc.'s Form 8-K, filed with the SEC on February 11, 2014, File No. 001-31553).
|
|
|
|
Exhibit
Number
|
|
Description of Exhibit
|
10.20(1)
|
|
Consulting Agreement between Leo Melamed and CME Group Inc., dated June 26, 2009 (incorporated by reference to Exhibit 10.2 to CME Group Inc.'s Form 10-Q, filed with the SEC on August 6, 2009, File No. 001-31553).
|
|
|
|
10.21(1)
|
|
Consulting Agreement between Leo Melamed and Chicago Mercantile Exchange Holdings Inc., dated November 14, 2005 (incorporated by reference to Exhibit 10.28 to Chicago Mercantile Exchange Holdings Inc.'s Form 10-K filed with the SEC on March 6, 2006, File No. 000-33379); Amendment, dated as of June 21, 2012 (incorporated by reference to Exhibit 10.4 to CME Group Inc.'s Form 10-Q, filed with the SEC on August 8, 2012, File No. 001-31553).
|
|
|
|
10.22(1)
|
|
James E. Parisi Retention Agreement, made as of September 29, 2014 (incorporated by reference to Exhibit 10.1 to CME Group's Current Report on Form 8-K, filed with the SEC on October 3, 2014, File No. 001-31553).
|
|
|
|
10.23(2)
|
|
License Agreement, dated June 29, 2012, between Standard & Poor's Financial Services LLC and Chicago Mercantile Exchange Inc. (incorporated by reference to Exhibit 10.6 to CME Group Inc.'s Form 10-Q, filed with the SEC on August 8, 2012, File No. 001-31553).
|
|
|
|
10.24(2)
|
|
Amended and Restated Index License Agreement, between CME Group Index Services LLC and the Board of Trade of the City of Chicago, Inc., effective as of July 1, 2011 (incorporated by reference to Exhibit 10.5 to CME Group Inc.'s Form 10-Q, filed with the SEC on August 8, 2012, File No. 001-31553).
|
10.25(2)
|
|
License Agreement, effective as of October 9, 2003, between The Nasdaq Stock Market, Inc., a subsidiary of National Association of Securities Dealers, Inc., and Chicago Mercantile Exchange Inc. (incorporated by reference to Exhibit 10.9 to Chicago Mercantile Exchange Holdings Inc.'s Form 10-K, filed with the SEC on March 11, 2004, File No. 001-31553), Amendment, dated April 26, 2005 (incorporated by reference to Exhibit 10.1 to Chicago Mercantile Exchange Holdings Inc.'s Form 10-Q, filed with the SEC on August 4, 2005, File No. 001-31553); Amendment, dated June 22, 2005 (incorporated by reference to Exhibit 10.2 to Chicago Mercantile Exchange Holdings Inc.'s Form 10-Q, filed with the SEC on August 4, 2005, File No. 001-31553); Amendment, dated as of June 26, 2008 (incorporated by reference to Exhibit 10.1 to CME Group Inc.'s Form 10-Q, filed with the SEC on August 7, 2008, File No. 001-31553).
|
|
|
|
10.26
|
|
$1.5 Billion Credit Agreement, dated as of November 30, 2012, among CME Group Inc., certain financial institutions and other persons party thereto as lenders, and Bank of America, N.A., as administrative agent, Barclays Bank PLC, Citibank, N.A., UBS Securities LLC, and Wells Fargo Bank, National Association as co-syndication agents, and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Barclays Bank PLC, UBS Securities LLC, and Wells Fargo Securities, LLC as joint lead arrangers and joint book managers (incorporated by reference to Exhibit 10.2 to CME Group Inc.'s Form 8-K, filed with the SEC on December 5, 2012, File No. 001-31553); Amendment No. 1 to Credit Agreement and Joinder Agreement, dated as of November 30, 2012, including the Consolidated Form Credit Agreement as Annex A, among CME Group Inc., certain financial institutions and other persons party thereto as lenders, and Bank of America, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to CME Group Inc.'s Form 8-K, filed with the SEC on December 5, 2012, File No. 001-31553); Amendment No. 2 to Credit Agreement, dated as of November 8, 2013, among CME Group Inc, Bank of America, N.A., as administrative agent and each of the lenders which are parties thereto (incorporated by reference to Exhibit 10.26 to CME Group's Form 10-K, filed with the SEC on February 28, 2014, File No. 001-31553).
|
10.27
|
|
$250,000,000 Credit Agreement, dated as of November 30, 2012, among CME Group Inc., as borrower, and the lenders party thereto, and Bank of America, N.A., as administrative agent, Barclays Bank plc, Citibank, N.A., UBS Securities LLC, and Wells Fargo Bank, National Association, as co-syndication agents, and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Barclays Bank plc, UBS Securities LLC, and Wells Fargo Securities, LLC, as joint lead arrangers and joint book managers (incorporated by reference to Exhibit 10.2 to CME Group Inc.'s Form 8-K, filed with the SEC on December 5, 2012, File No. 001-31533).
|
|
|
|
10.28
|
|
364-Day Chicago Mercantile Exchange Credit Facility, dated as of November 6, 2014, between Chicago Mercantile Exchange Inc., certain lenders and Bank of America, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 to CME Group Inc.'s Form 8-K, filed with the SEC on November 13, 2014, File No. 001-31553).
|
|
|
|
10.29
|
|
Amended and Restated Commercial Paper Dealer Agreement, dated as of October 20, 2014, among CME Group Inc., as Issuer, and Barclays Capital Inc., as Dealer (incorporated by reference to Exhibit 4.1 above).
|
|
|
|
10.30
|
|
Amended and Restated Issuing and Paying Agency Agreement, dated as of September 26, 2014, between CME Group Inc. and Bank of America, National Association, as Issuing and Paying Agent (incororated by reference to Exhibit 4.2 above).
|
10.31
|
|
Amended and Restated Commercial Paper Dealer Agreement, dated as of October 20, 2014, between CME Group Inc., as Issuer, and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Dealer (incorporated by reference to Exhibit 4.3 above).
|
|
|
|
Exhibit
Number
|
|
Description of Exhibit
|
10.32
|
|
Amended and Restated Commercial Paper Dealer Agreement, dated as of October 20, 2014, between CME Group Inc., as Issuer, and Goldman, Sachs & Co., as Dealer (incorporated by reference to Exhibit 4.4 above).
|
12.1*
|
|
Ratio of Earnings to Fixed Charges.
|
|
|
|
21.1*
|
|
List of Subsidiaries of CME Group Inc.
|
|
|
|
23.1*
|
|
Consent of Ernst & Young LLP.
|
|
|
|
31.1*
|
|
Section 302—Certification of Phupinder S. Gill.
|
|
|
|
31.2*
|
|
Section 302—Certification of John W. Pietrowicz.
|
|
|
|
32.1*
|
|
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
101.INS*
|
|
XBRL Instance Document
|
|
|
|
101.SCH*
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
101.CAL*
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
101.DEF*
|
|
XBRL Taxonomy Extension Definition Linkbase
|
|
|
|
101.LAB*
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
101.PRE*
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
*
|
Filed herewith.
|
(1)
|
Management contract or compensatory plan or arrangement.
|
(2)
|
Confidential treatment pursuant to Rule 406 of the Securities Act has been previously granted by the SEC for portions of this exhibit.
|
|
CME Group Inc.
|
||
|
|
|
|
|
By:
|
|
/
S
/ J
OHN
W. P
IETROWICZ
|
|
|
|
John W. Pietrowicz
Senior Managing Director and Chief Financial Officer
|
Signature
|
|
Title
|
|
|
|
/
S
/ TERRENCE A. DUFFY
|
|
Executive Chairman of the Board and Director & President
|
Terrence A. Duffy
|
|
|
|
|
|
/
S
/ PHUPINDER S. GILL
|
|
Chief Executive Officer and Director
|
Phupinder S. Gill
|
|
|
|
|
|
/
S
/ JOHN W. PIETROWICZ
|
|
Senior Managing Director and Chief Financial Officer
|
John W. Pietrowicz
|
|
|
|
|
|
/
S
/ JILL A. HARLEY
|
|
Managing Director and Chief Accounting Officer
|
Jill A. Harley
|
|
|
|
|
|
/
S
/ LEO MELAMED
|
|
Chairman Emeritus and Director
|
Leo Melamed
|
|
|
|
|
|
/
S
/ JEFFREY M. BERNACCHI
|
|
Director
|
Jeffrey M. Bernacchi
|
|
|
|
|
|
/
S
/ TIMOTHY S. BITSBERGER
|
|
Director
|
Timothy S. Bitsberger
|
|
|
|
|
|
/
S
/ DENNIS H. CHOOKASZIAN
|
|
Director
|
Dennis H. Chookaszian
|
|
|
|
|
|
/
S
/ MARTIN J. GEPSMAN
|
|
Director
|
Martin J. Gepsman
|
|
|
|
|
|
/
S
/ LARRY G. GERDES
|
|
Director
|
Larry G. Gerdes
|
|
|
|
|
|
/
S
/ DANIEL R. GLICKMAN
|
|
Lead Director
|
Daniel R. Glickman
|
|
|
/
S
/ J. DENNIS HASTERT
|
|
Director
|
J. Dennis Hastert
|
|
|
|
|
|
/
S
/ BRUCE F. JOHNSON
|
|
Director
|
Bruce F. Johnson
|
|
|
|
|
|
/
S
/ WILLIAM P. MILLER II
|
|
Director
|
William P. Miller II
|
|
|
|
|
|
/
S
/ JAMES E. OLIFF
|
|
Director
|
James E. Oliff
|
|
|
|
|
|
/
S
/ RONALD A. PANKAU
|
|
Director
|
Ronald A. Pankau
|
|
|
|
|
|
/
S
/ EDEMIR PINTO
|
|
Director
|
Edemir Pinto
|
|
|
|
|
|
/
S
/ JOHN F. SANDNER
|
|
Director
|
John F. Sandner
|
|
|
|
|
|
/S/ TERRY L. SAVAGE
|
|
Director
|
Terry L. Savage
|
|
|
|
|
|
/
S
/ WILLIAM R. SHEPARD
|
|
Director
|
William R. Shepard
|
|
|
|
|
|
/
S
/ HOWARD J. SIEGEL
|
|
Director
|
Howard J. Siegel
|
|
|
|
|
|
/
S
/ DENNIS A. SUSKIND
|
|
Director
|
Dennis A. Suskind
|
|
|
|
|
|
/
S
/ DAVID J. WESCOTT
|
|
Director
|
David J. Wescott
|
|
|
|
|
|
/
S
/ STEVEN E. WOLLACK
|
|
Director
|
Steven E. Wollack
|
|
|
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
---|
DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
---|
No information found
Customers
No Suppliers Found
Price
Yield
Owner | Position | Direct Shares | Indirect Shares |
---|