CME 10-Q Quarterly Report March 31, 2010

CME 10-Q Quarter ended March 31, 2010

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

CME GROUP INC.

10-Qs and 10-Ks

10-Q	Quarter ended March 31, 2025
10-K	Fiscal year ended Dec. 31, 2024
10-Q	Quarter ended Sept. 30, 2024
10-Q	Quarter ended June 30, 2024
10-Q	Quarter ended March 31, 2024
10-K	Fiscal year ended Dec. 31, 2023
10-Q	Quarter ended Sept. 30, 2023
10-Q	Quarter ended June 30, 2023
10-Q	Quarter ended March 31, 2023
10-K	Fiscal year ended Dec. 31, 2022
10-Q	Quarter ended Sept. 30, 2022
10-Q	Quarter ended June 30, 2022
10-Q	Quarter ended March 31, 2022
10-K	Fiscal year ended Dec. 31, 2021
10-Q	Quarter ended Sept. 30, 2021
10-Q	Quarter ended June 30, 2021
10-Q	Quarter ended March 31, 2021
10-K	Fiscal year ended Dec. 31, 2020
10-Q	Quarter ended Sept. 30, 2020
10-Q	Quarter ended June 30, 2020
10-Q	Quarter ended March 31, 2020
10-K	Fiscal year ended Dec. 31, 2019
10-Q	Quarter ended Sept. 30, 2019
10-Q	Quarter ended June 30, 2019
10-Q	Quarter ended March 31, 2019
10-K	Fiscal year ended Dec. 31, 2018
10-Q	Quarter ended Sept. 30, 2018
10-Q	Quarter ended June 30, 2018
10-Q	Quarter ended March 31, 2018
10-K	Fiscal year ended Dec. 31, 2017
10-Q	Quarter ended Sept. 30, 2017
10-Q	Quarter ended June 30, 2017
10-Q	Quarter ended March 31, 2017
10-K	Fiscal year ended Dec. 31, 2016
10-Q	Quarter ended Sept. 30, 2016
10-Q	Quarter ended June 30, 2016
10-Q	Quarter ended March 31, 2016
10-K	Fiscal year ended Dec. 31, 2015
10-Q	Quarter ended Sept. 30, 2015
10-Q	Quarter ended June 30, 2015
10-Q	Quarter ended March 31, 2015
10-K	Fiscal year ended Dec. 31, 2014
10-Q	Quarter ended Sept. 30, 2014
10-Q	Quarter ended June 30, 2014
10-Q	Quarter ended March 31, 2014
10-K	Fiscal year ended Dec. 31, 2013
10-Q	Quarter ended Sept. 30, 2013
10-Q	Quarter ended June 30, 2013
10-Q	Quarter ended March 31, 2013
10-K	Fiscal year ended Dec. 31, 2012
10-Q	Quarter ended Sept. 30, 2012
10-Q	Quarter ended June 30, 2012
10-Q	Quarter ended March 31, 2012
10-K	Fiscal year ended Dec. 31, 2011
10-Q	Quarter ended Sept. 30, 2011
10-Q	Quarter ended June 30, 2011
10-Q	Quarter ended March 31, 2011
10-K	Fiscal year ended Dec. 31, 2010
10-Q	Quarter ended Sept. 30, 2010
10-Q	Quarter ended June 30, 2010
10-Q	Quarter ended March 31, 2010
10-K	Fiscal year ended Dec. 31, 2009

PROXIES

DEF 14A	Filed on March 20, 2025
DEF 14A	Filed on March 18, 2024
DEF 14A	Filed on March 16, 2023
DEF 14A	Filed on Feb. 3, 2023
DEF 14A	Filed on March 17, 2022
DEF 14A	Filed on March 19, 2021
DEF 14A	Filed on March 18, 2020
DEF 14A	Filed on March 20, 2019
DEF 14A	Filed on Sept. 11, 2018
DEF 14A	Filed on March 20, 2018
DEF 14A	Filed on April 6, 2017
DEF 14A	Filed on April 8, 2016
DEF 14A	Filed on April 9, 2015
DEF 14A	Filed on April 3, 2014
DEF 14A	Filed on April 8, 2013
DEF 14A	Filed on April 9, 2012
DEF 14A	Filed on April 18, 2011
DEF 14A	Filed on March 18, 2010

10-Q 1 d10q.htm FORM 10-Q Form 10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2010

- OR -

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 001-31553

CME GROUP INC.

(Exact name of registrant as specified in its charter)

Delaware

36-4459170

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification Number)


20 South Wacker Drive, Chicago, Illinois		60606
(Address of principal executive offices)		(Zip Code)

(312) 930-1000

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

The number of shares outstanding of each of the registrant’s classes of common stock as of April 21, 2010 was as follows: 65,685,568 shares of Class A common stock, $0.01 par value; 625 shares of Class B common stock, Class B-1, $0.01 par value; 813 shares of Class B common stock, Class B-2, $0.01 par value; 1,287 shares of Class B common stock, Class B-3, $0.01 par value; and 413 shares of Class B common stock, Class B-4, $0.01 par value.

CME GROUP INC.

FORM 10-Q

INDEX


		Page
PART I. FINANCIAL INFORMATION		3

Item 1.	Financial Statements	6

	Consolidated Balance Sheets at March 31, 2010 and December 31, 2009	6

	Consolidated Statements of Income for the Quarters Ended March 31, 2010 and 2009	7

	Consolidated Statements of Shareholders’ Equity for the Quarters Ended March 31, 2010 and 2009	8

	Consolidated Statements of Cash Flows for the Quarters Ended March 31, 2010 and 2009	10

	Notes to Unaudited Consolidated Financial Statements	12

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	28

Item 4.	Controls and Procedures	28

PART II. OTHER INFORMATION		28

Item 1.	Legal Proceedings	28

Item 1A.	Risk Factors	28

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	29

Item 5.	Exhibits	30

SIGNATURES		31

PART I: FINANCIAL INFORMATION

Certain Terms

Throughout this document, unless otherwise specified or the context otherwise requires:

•

“CME Group” refers to (1) CME Holdings and its subsidiaries prior to the completion of the merger between CME Holdings and CBOT Holdings, which occurred on July 12, 2007, (2) the combined company of CME Holdings and CBOT Holdings and their respective subsidiaries after July 12, 2007 and (3) the combined company of CME Holdings, CBOT Holdings and NYMEX Holdings as well as their respective subsidiaries after August 22, 2008;

•

“CME Holdings” refers to Chicago Mercantile Exchange Holdings Inc., which was the surviving corporation in its merger with CBOT Holdings and which was renamed CME Group Inc. in connection with the merger;

•

“CME” refers to Chicago Mercantile Exchange Inc., a wholly-owned subsidiary of CME Group;

•

“CBOT Holdings” refers to CBOT Holdings, Inc.;

•

“CBOT” refers to Board of Trade of the City of Chicago, Inc., which was a wholly-owned subsidiary of CBOT Holdings and became a wholly-owned subsidiary of CME Group on July 12, 2007;

•

“NYMEX Holdings” refers to NYMEX Holdings, Inc.;

•

“NYMEX” refers to New York Mercantile Exchange, Inc. and, unless otherwise indicated also refers to its subsidiary, Commodity Exchange, Inc. (COMEX), which were wholly-owned subsidiaries of NYMEX Holdings and became subsidiaries of CME Group on August 22, 2008 when NYMEX Holdings merged into CMEG NY Inc., a wholly-owned subsidiary of CME Group, which was renamed CMEG NYMEX Holdings Inc.;

•

“Index Services” refers to CME Group Index Services LLC, which is 90% owned by CBOT;

•

“Exchange” refers to CME, CBOT and NYMEX, collectively; and

•

“We,” “us” and “our” refer to CME Group and its consolidated subsidiaries, collectively.

All references to “options” or “options contracts” in the text of this document refer to options on futures contracts.

Unless otherwise indicated, references to CME Group products include references to exchange-traded products on one of its regulated exchanges (CME, CBOT, NYMEX and COMEX). Products listed in these exchanges are subject to the rules and regulations of the particular exchange and the applicable rulebook should be consulted.

Further information about CME Group and its products can be found at http://www.cmegroup.com. Information made available on our Web site does not constitute a part of this Report.

Trademark Information

The Globe logo, CME, Chicago Mercantile Exchange, CME Group, Globex and E-mini, are trademarks of Chicago Mercantile Exchange Inc. CBOT and Chicago Board of Trade are trademarks of Board of Trade of the City of Chicago, Inc. NYMEX, New York Mercantile Exchange and ClearPort are trademarks of New York Mercantile Exchange, Inc. All other trademarks are the property of their respective owners.

FORWARD-LOOKING STATEMENTS

From time to time, in this Quarterly Report on Form 10-Q as well as in other written reports and verbal statements, we discuss our expectations regarding future performance. These forward-looking statements are identified by their use of terms and phrases such as “believe,” “anticipate,” “could,” “estimate,” “intend,” “may,” “plan,” “expect” and similar expressions, including references to assumptions. These forward-looking statements are based on currently available competitive, financial and economic data, current expectations, estimates, forecasts and projections about the industries in which we operate and management’s beliefs and assumptions. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or implied in any forward-looking statements. We want to caution you not to place undue reliance on any forward-looking statements. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise. Among the factors that might affect our performance are:

•

increasing competition by foreign and domestic entities, including increased competition from new entrants into our markets and consolidation of existing entities;

•

our ability to keep pace with rapid technological developments, including our ability to complete the development and implementation of the enhanced functionality required by our customers;

•

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;

•

our ability to adjust our fixed costs and expenses if our revenues decline;

•

our ability to generate revenues from our processing services;

•

our ability to maintain existing customers, develop strategic relationships and attract new customers;

•

our ability to expand and offer our products in foreign jurisdictions;

•

changes in domestic and foreign regulations;

•

changes in government policy, including policies relating to common or directed clearing and changes as a result of legislation stemming from the recent financial crisis, including the proposed regulatory reform of the over-the-counter derivatives and futures markets and any changes in the regulation of our industry with respect to speculative trading in commodity interests and derivative contracts;

•

the costs associated with protecting our intellectual property rights and our ability to operate our business without violating the intellectual property rights of others;

•

our ability to generate revenue from our market data that may be reduced or eliminated by the growth of electronic trading, the state of the overall economy or declines in subscriptions;

•

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;

•

the ability of our compliance and risk management methods to effectively monitor and manage our risks;

•

changes in price levels and volatility in the derivatives markets and in underlying fixed income, equity, foreign exchange and commodities markets;

•

economic, political and market conditions, including the recent volatility of the capital and credit markets and the impact of recent economic conditions on the trading activity of our current and potential customers;

•

our ability to accommodate increases in trading volume and order transaction traffic without failure or degradation of the performance of our systems;

•

our ability to execute our growth strategy and maintain our growth effectively;

•

our ability to manage the risks and control the costs associated with our acquisition, investment and alliance strategy;

•

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 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

•

the seasonality of the futures business.

For a detailed discussion of these and other factors that might affect our performance, see Item 1A. of this Report.

ITEM 1.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

CME GROUP INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(dollars in millions, except per share data; shares in thousands)

(unaudited)


	March 31, 2010			December 31, 2009
Assets
Current Assets:
Cash and cash equivalents	$	444.2		$	260.6
Marketable securities		46.3			42.6
Accounts receivable, net of allowance of $1.4 and $1.9		316.9			248.3
Other current assets		165.5			165.6
Cash performance bonds and security deposits		4,510.1			5,981.9

Total current assets		5,483.0			6,699.0
Property, net of amortization of $573.4 and $546.1		734.7			738.5
Intangible assets – trading products		17,038.0			16,982.0
Intangible assets – other, net		3,535.0			3,246.5
Goodwill		7,978.6			7,549.2
Other assets		433.1			435.8

Total Assets	$	35,202.4		$	35,651.0


Liabilities and Shareholders’ Equity
Current Liabilities:
Accounts payable	$	36.3		$	46.7
Short-term debt		299.9			299.8
Other current liabilities		317.6			195.2
Cash performance bonds and security deposits		4,510.1			5,981.9

Total current liabilities		5,163.9			6,523.6
Long-term debt		2,823.8			2,014.7
Deferred tax liabilities, net		7,787.4			7,645.9
Other liabilities		170.3			165.8

Total Liabilities		15,945.4			16,350.0


Redeemable non-controlling interest		67.3			—

Shareholders’ Equity:
Preferred stock, $0.01 par value, 9,860 shares authorized, none issued or outstanding		—			—
Series A junior participating preferred stock, $0.01 par value, 140 shares authorized, none issued or outstanding		—			—
Class A common stock, $0.01 par value, 1,000,000 shares authorized, 65,601 and 66,511 shares issued and outstanding as of March 31, 2010 and December 31, 2009		0.7			0.7
Class B common stock, $0.01 par value, 3 shares authorized, issued and outstanding		—			—
Additional paid-in capital		16,918.6			17,186.6
Retained earnings		2,404.2			2,239.9
Accumulated other comprehensive income (loss)		(133.8	)		(126.2	)

Total Shareholders’ Equity		19,189.7			19,301.0

Total Liabilities and Shareholders’ Equity	$	35,202.4		$	35,651.0

See accompanying notes to unaudited consolidated financial statements.

CME GROUP INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(dollars in millions, except per share data; shares in thousands)

(unaudited)


	Quarter Ended March 31,
	2010			2009
Revenues
Clearing and transaction fees	$	578.0		$	527.8
Market data and information services		87.6			85.5
Access and communication fees		10.9			11.6
Other		16.7			22.2

Total Revenues		693.2			647.1


Expenses
Compensation and benefits		98.8			86.7
Communications		10.1			12.4
Technology support services		12.2			11.8
Professional fees and outside services		31.2			22.3
Amortization of purchased intangibles		30.8			33.3
Depreciation and amortization		32.2			31.0
Occupancy and building operations		20.5			19.4
Licensing and other fee agreements		21.1			24.6
Restructuring		(0.3	)		3.2
Other		21.9			16.0

Total Expenses		278.5			260.7


Operating Income		414.7			386.4

Non-Operating Income (Expense)
Investment income		11.1			1.8
Gains (losses) on derivative investments		6.0			—
Securities lending interest income		—			2.4
Securities lending interest and other costs		—			(0.4	)
Interest and other borrowing costs		(31.4	)		(38.5	)
Equity in losses of unconsolidated subsidiaries		(1.5	)		(1.2	)

Total Non-Operating		(15.8	)		(35.9	)


Income before Income Taxes		398.9			350.5
Income tax provision		158.7			151.4

Net Income		240.2			199.1
Less: net loss attributable to redeemable non-controlling interest		—			—

Net Income Attributable to CME Group	$	240.2		$	199.1


Earnings per Common Share Attributable to CME Group:
Basic	$	3.63		$	3.00
Diluted		3.62			3.00

Weighted Average Number of Common Shares:
Basic		66,234			66,302
Diluted		66,428			66,439

See accompanying notes to unaudited consolidated financial statements.

CME GROUP INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(dollars in millions, except per share data; shares in thousands)

(unaudited)


	Class A Common Stock (Shares)		Class B Common Stock (Shares)	Common Stock and Additional Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Total Shareholders’ Equity
Balance at December 31, 2009	66,511		3	$	17,187.3		$	2,239.9		$	(126.2	)	$	19,301.0
Comprehensive income:
Net income								240.2						240.2
Change in net unrealized loss on securities, net of tax $1.8											(5.3	)		(5.3	)
Change in net actuarial loss on defined benefit plans, net of tax of $0.6											0.9			0.9
Change in net unrealized loss on derivatives, net of tax of $0.1											0.1			0.1
Change in foreign currency translation adjustment, net of tax of $2.2											(3.3	)		(3.3	)

Total comprehensive income														232.6
Cash dividends on common stock of $1.15 per share								(75.9	)					(75.9	)
Repurchase of Class A common stock	(936	)			(281.8	)								(281.8	)
Exercise of stock options	26				2.1									2.1
Excess tax benefits from option exercises and restricted stock vesting					2.4									2.4
Stock-based compensation					9.3									9.3

Balance at March 31, 2010	65,601		3	$	16,919.3		$	2,404.2		$	(133.8	)	$	19,189.7

See accompanying notes to unaudited consolidated financial statements.

CME GROUP INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (continued)

(dollars in millions, except per share data; shares in thousands)

(unaudited)


	Class A Common Stock (Shares)		Class B Common Stock (Shares)	Common Stock and Additional Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Total Shareholders’ Equity
Balance at December 31, 2008	66,417		3	$	17,129.2		$	1,719.7		$	(160.3	)	$	18,688.6
Comprehensive income:
Net income								199.1						199.1
Change in net unrealized loss on securities, net of tax of $2.8											4.3			4.3
Change in net actuarial loss on defined benefit plans, net of tax of $0.9											(1.3	)		(1.3	)
Change in net unrealized loss on derivatives, net of tax of $0.9											1.5			1.5
Change in foreign currency translation adjustment, net of tax of $0.6											(1.2	)		(1.2	)

Total comprehensive income														202.4
Cash dividends on common stock of $1.15 per share								(76.3	)					(76.3	)
Repurchase of Class A common stock	(139	)			(27.0	)								(27.0	)
Exercise of stock options	18				2.4									2.4
Excess tax benefits from option exercises and restricted stock vesting					0.4									0.4
Vesting of issued restricted Class A common stock	1
Shares issued to Board of Directors	3
Stock-based compensation					8.6									8.6

Balance at March 31, 2009	66,300		3	$	17,113.6		$	1,842.5		$	(157.0	)	$	18,799.1

See accompanying notes to unaudited consolidated financial statements.

CME GROUP INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in millions)

(unaudited)


	Quarter Ended March 31,
	2010			2009
Cash Flows from Operating Activities
Net income	$	240.2		$	199.1
Adjustments to reconcile net income to net cash provided by operating activities:
Stock-based compensation		9.3			8.6
Amortization of purchased intangibles		30.8			33.3
Depreciation and amortization		32.2			31.0
Net accretion of discounts and amortization of debt financing costs		1.1			8.8
Equity in losses of unconsolidated subsidiaries		1.5			1.2
Deferred income taxes		(7.2	)		(9.5	)
Change in assets and liabilities:
Accounts receivable		(48.3	)		(45.1	)
Other current assets		(6.6	)		15.9
Other assets		(12.8	)		(3.7	)
Accounts payable		(10.4	)		(24.5	)
Income tax payable		146.9			90.1
Other current liabilities		(27.8	)		(50.1	)
Other liabilities		7.8			1.6
Other		(1.0	)		(2.0	)

Net Cash Provided by Operating Activities		355.7			254.7


Cash Flows from Investing Activities
Proceeds from maturities of available-for-sale marketable securities		5.5			168.7
Purchases of available-for-sale marketable securities		(5.1	)		(104.8	)
Net change in NYMEX securities lending program investments		—			274.4
Purchases of property, net		(26.3	)		(35.3	)
Cash acquired from Index Services		6.1			—
Capital contributions to FXMarketSpace Limited		—			(2.0	)

Net Cash Provided by (Used in) Investing Activities		(19.8	)		301.0


Cash Flows from Financing Activities
Proceeds (repayments) of commercial paper, net		200.0			(858.8	)
Proceeds from other borrowings, net of issuance costs		608.4			744.7
Net change in NYMEX securities lending program liabilities		—			(299.8	)
Cash dividends		(75.9	)		(76.3	)
Repurchase of Class A common stock, including costs		(281.8	)		(27.0	)
Proceeds from exercise of stock options		2.1			2.4
Distribution paid to non-controlling interest		(607.5	)		—
Excess tax benefits related to employee option exercises and restricted stock vesting		2.4			0.4

Net Cash Used in Financing Activities		(152.3	)		(514.4	)


Net change in cash and cash equivalents		183.6			41.3
Cash and cash equivalents, beginning of period		260.6			297.9

Cash and Cash Equivalents, End of Period	$	444.2		$	339.2

See accompanying notes to unaudited consolidated financial statements.

CME GROUP INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)

(in millions)

(unaudited)


	Quarter Ended March 31,
	2010			2009
Supplemental Disclosure of Cash Flow Information
Income taxes paid	$	27.8		$	48.1
Interest paid (excluding securities lending program)		44.0			36.0
Non-cash investing activities:
Change in net unrealized securities gains (losses)		(4.6	)		7.1
Change in net unrealized derivatives gains (losses)		0.2			2.4

See accompanying notes to unaudited consolidated financial statements.

CME GROUP INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1. Basis of Presentation

The consolidated financial statements consist of CME Group Inc. (CME Group) and its subsidiaries (collectively, the company), including Chicago Mercantile Exchange Inc. (CME), the Board of Trade of the City of Chicago, Inc. (CBOT), New York Mercantile Exchange, Inc. (NYMEX) and their respective subsidiaries (collectively, the exchange). In the opinion of management, the accompanying consolidated financial statements include all normal recurring adjustments considered necessary to present fairly the financial position of the company at March 31, 2010 and December 31, 2009 and the results of operations and cash flows for the periods indicated. Quarterly results are not necessarily indicative of results for any subsequent period.

On March 18, 2010, CBOT acquired a 90 percent ownership interest in CME Group Index Services LLC (Index Services), a joint venture with Dow Jones & Company (Dow Jones). The financial statements and accompanying notes presented in this report include the financial results of Index Services beginning on March 19, 2010.

The accompanying interim consolidated financial statements have been prepared by CME Group without audit. Certain notes and other information normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted.

The accompanying consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto in CME Group’s Annual Report on Form 10-K for the year ended December 31, 2009, filed with the Securities and Exchange Commission (SEC) on February 26, 2010.

Certain reclassifications have been made to the 2009 financial statements to conform to the presentation in 2010.

2. Business Combinations

On March 18, 2010, CBOT and Dow Jones entered into an agreement to form Index Services. Index Services was formed through the contribution of CBOT’s market data business and Dow Jones’ index business. Based on the preliminary fair value of assets contributed, the company has allocated $432.6 million to goodwill and $376.4 million to identifiable intangible assets. Intangible assets consist primarily of $232.8 million of customer relationships and $126.6 million of trade names.

In conjunction with its formation, Index Services issued $612.5 million of 4.40% fixed rate notes due 2018, which are guaranteed by CME Group, in an unregistered offering. Proceeds of $607.5 million were distributed to Dow Jones thereby reducing its interest in Index Services to 10 percent. Dow Jones retains the right to redeem its remaining interest at fair value on or after March 18, 2016. In addition, CBOT retains a right to call Dow Jones’ remaining interest at fair value on or after March 18, 2017. In accordance with current accounting guidance, Dow Jones’ interest has been classified as redeemable non-controlling interest in the company’s consolidated financial statements.

The following summarizes the changes in the redeemable non-controlling interest during the first quarter of 2010:


(in millions)
Balance at December 31, 2009	$	—
Contribution by Dow Jones		675.0
Distribution to Dow Jones		(607.5	)

Net unrealized loss on derivative relating to the 4.40% fixed rate notes		(0.2	)
Net income (loss) for the period		—

Total comprehensive income attributable to redeemable non-controlling interest		(0.2	)


Balance at March 31, 2010	$	67.3

3. Intangible Assets and Goodwill

Intangible assets consisted of the following at March 31, 2010 and December 31, 2009:


	March 31, 2010									December 31, 2009
(in millions)	Cost			Accumulated Amortization			Net Book Value			Cost			Accumulated Amortization			Net Book Value
Amortizable Intangible Assets:
Clearing firm, market data and other customer relationships	$	3,075.3		$	(211.3	)	$	2,864.0		$	2,842.5		$	(186.8	)	$	2,655.7
Lease-related intangibles		83.2			(24.7	)		58.5			83.2			(21.7	)		61.5
Dow Jones trading products (a)		—			—			—			74.0			(16.6	)		57.4
Technology-related intellectual property		38.8			(11.9	)		26.9			28.4			(10.3	)		18.1
Open interest		—			—			—			12.3			(12.3	)		—
Market maker agreement		9.7			(6.2	)		3.5			9.7			(5.8	)		3.9
Other (b)		5.2			(2.8	)		2.4			3.6			(2.7	)		0.9

		3,212.2			(256.9	)		2,955.3			3,053.7			(256.2	)		2,797.5
Foreign currency translation adjustments		(9.5	)		3.5			(6.0	)		(7.8	)		2.5			(5.3	)

Total Amortizable Intangible Assets	$	3,202.7		$	(253.4	)	$	2,949.3		$	3,045.9		$	(253.7	)	$	2,792.2

Indefinite-Lived Intangible Assets:
Trading products (a)							$	17,038.0								$	16,982.0
Trade names								583.6									452.1
Other (c)								2.6									2.6

								17,624.2									17,436.7
Foreign currency translation adjustments								(0.5	)								(0.4	)

Total Indefinite-Lived Intangible Assets								17,623.7									17,436.3

Total Intangible Assets							$	20,573.0								$	20,228.5

(a)	At March 31, 2010, in connection with CBOT’s 90% ownership interest in Index Services, the company now considers the Dow Jones trading products as an indefinite lived asset, and is included with the other trading products.

(b)	At March 31, 2010 and December 31, 2009, other amortizable intangible assets consisted of non-compete and service agreements.

(c)	At March 31, 2010 and December 31, 2009, other indefinite-lived intangible assets consisted of products in development.

Total amortization expense for intangible assets was $30.8 million and $33.3 million for the quarters ended March 31, 2010 and 2009, respectively. As of March 31, 2010, the future estimated amortization expense related to amortizable intangible assets is expected to be:


(in millions)
Remainder of 2010	$	96.0
2011		127.9
2012		122.6
2013		116.6
2014		115.0
2015		111.0
Thereafter		2,260.2

Goodwill activity consisted of the following for the quarter ended March 31, 2010 and the year ended December 31, 2009:


(in millions)	Balance at December 31, 2009		Business Combination		Impairment Adjustment		Other Activity (d)			Balance at March 31, 2010
CBOT Holdings	$	5,035.7	$	—	$	—	$	—		$	5,035.7
NYMEX Holdings		2,463.1		—		—		(0.8	)		2,462.3
CMA		50.4		—		—		(2.4	)		48.0
Index Services		—		432.6		—		—			432.6

Total Goodwill	$	7,549.2	$	432.6	$	—	$	(3.2	)	$	7,978.6


(in millions)	Balance at December 31, 2008		Business Combination		Impairment Adjustment		Other Activity (d)			Balance at December 31, 2009
CBOT Holdings	$	5,036.1	$	—	$	—	$	(0.4	)	$	5,035.7
NYMEX Holdings		2,436.7		—		—		26.4			2,463.1
CMA		46.4		—		—		4.0			50.4

Total Goodwill	$	7,519.2	$	—	$	—	$	30.0		$	7,549.2

(d)

Other activity consisted primarily of adjustments to restructuring costs and tax contingencies for CBOT Holdings and NYMEX Holdings, the recognition of excess tax benefits upon exercise of stock options assumed for CBOT Holdings and NYMEX Holdings, and foreign currency translation adjustments for CMA.

The company conducts goodwill and intangible asset impairment testing at least annually. The company is required to consider a market participant’s perspective when developing the assumptions used to estimate fair value for its impairment tests. It may be possible that the estimated fair value of certain intangible assets and goodwill may be less than book value when impairment testing is performed in the future. As a result, the company would be required to record an impairment charge at that time.

4. Debt

On March 18, 2010, Index Services completed an offering of $612.5 million of 4.40% fixed rate notes due 2018. Proceeds of $607.5 million were distributed to Dow Jones in conjunction with its investment in Index Services.

Debt consisted of the following:


(in millions)	March 31, 2010		December 31, 2009
Short-term debt:
$300.0 million floating rate notes due August 2010, interest equal to 3-month LIBOR plus 0.65%, reset quarterly ⁽¹⁾	$	299.9	$	299.8

Total short-term debt	$	299.9	$	299.8


Long-term debt:
Term loan due 2011, interest equal to 3-month LIBOR plus 1.00%, reset quarterly ⁽²⁾		420.5		420.5
$750.0 million fixed rate notes due August 2013, interest equal to 5.40%		748.2		748.0
$750.0 million fixed rate notes due February 2014, interest equal to 5.75%		746.4		746.2
$612.5 million fixed rate notes due March 2018, interest equal to 4.40% ⁽³⁾		608.8		—
Commercial paper ⁽⁴⁾		299.9		100.0

Total long-term debt	$	2,823.8	$	2,014.7

(1)	In September 2008, the company entered into an interest-rate swap agreement that modified the variable interest obligation associated with these notes so that the interest payable on the notes effectively became fixed at a rate of 3.92% beginning with the interest accrued after November 6, 2008.

(2)	In September 2008, the company entered into an interest-rate swap agreement that modified the variable interest obligation associated with this facility so that the interest payable effectively became fixed at a rate of 4.72% beginning with the interest accrued after October 22, 2008.

(3)	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% at issuance on March 18, 2010.

(4)	At March 31, 2010 and December 31, 2009, this represented commercial paper backed by the three-year senior credit facility.

Commercial paper notes with an aggregate par value of $900.0 million and maturities ranging from seven to 61 days were issued during the quarter ended March 31, 2010. The weighted average discount rates for commercial paper outstanding at March 31, 2010 and December 31, 2009 were 0.20% and 0.24%, respectively. During the first quarter of 2010 and 2009, the weighted average balance, at par value, of commercial paper outstanding was $230.0 million and $1.0 billion, respectively.

Long-term debt maturities, at par value, were as follows as of March 31, 2010:


(in millions)
2011	$	720.5
2012		—
2013		750.0
2014		750.0
Thereafter		612.5

Commercial paper is considered to mature in 2011 because it is backed by the three-year senior credit facility, which expires in 2011.

At March 31, 2010, the fair values of the fixed rate notes by maturity date were as follows. The fair value for the fixed rate notes due 2013 and 2014 was estimated using quoted market prices. The fair value of the fixed rate notes due 2018 was derived using a standard valuation model with market-based observable inputs including U.S. Treasury yields and interest rate spreads.


(in millions)	Fair Value
$750.0 million fixed rate notes due August 2013	$	817.2
$750.0 million fixed rate notes due February 2014		827.4
$612.5 million fixed rate notes due March 2018		605.4

5. Contingencies

Legal Matters. On October 14, 2003, the U.S. Futures Exchange, L.L.C. (Eurex U.S.) and U.S. Exchange Holdings, Inc. filed suit against CBOT and CME in the United States District Court for the District of Columbia. The suit alleges that CBOT and CME violated the antitrust laws and tortiously interfered with the business relationship and contract between Eurex U.S. and The Clearing Corporation. Eurex U.S. and U.S. Exchange Holdings, Inc. are seeking a preliminary injunction and treble damages. In December 2003, CBOT and CME filed separate motions to dismiss or, in the event the motion to dismiss is denied, to move the venue to the United States District Court for the Northern District of Illinois. In September 2004, the judge granted CBOT’s and CME’s motions to transfer venue to the Northern District of Illinois. In light of that decision, the judge did not rule on the motions to dismiss. In March, 2005, Eurex U.S. filed a second amended complaint in the United States District Court for the Northern District of Illinois. On June 6, 2005, CME and CBOT filed a motion to dismiss the complaint. On August 25, 2005, the judge denied the joint CME/CBOT motion to dismiss. In April 2007, CME and CBOT filed two joint motions for summary judgment. The company is currently awaiting the court’s decision on the motions. Based on its investigation to date and advice from legal counsel, the company believes this suit is without merit and intends to defend itself vigorously against these charges.

On August 19, 2008, Fifth Market filed a complaint against CME Group and CME seeking a permanent injunction against CME’s Globex system and enhanced damages for what the plaintiff alleges is willful infringement, in addition to costs, expenses and attorneys’ fees. The suit alleges that CME infringes two U.S. patents. Based on its investigation to date and advice from legal counsel, the company believes this suit is without merit and intends to defend itself vigorously against these charges.

In addition, the company is a defendant in, and has potential for, various other legal proceedings arising from its regular business activities. While the ultimate results of such proceedings against the company cannot be predicted with certainty, the company believes that the resolution of any of these matters will not have a material adverse affect on its consolidated financial position or results of operations.

Intellectual Property Indemnifications . Certain agreements with customers and other third parties related to accessing the CME Globex platform, the CME ClearPort platform, and/or the Clearing 21 platform; utilizing market data services, and licensing CME SPAN software may contain indemnifications from intellectual property claims that may be made against them as a result of their use of the applicable products and/or services. The potential future claims relating to these indemnifications cannot be estimated and, therefore, no liability has been recorded.

6. Guarantees

CME Clearing Contract Settlement. CME accounts for its guarantee of settlement of contracts in accordance with current accounting guidance on guarantees. CME marks-to-market all open positions at least twice a day, and requires payment from clearing firms whose positions have lost value and makes payments to clearing firms whose positions have gained value. In select circumstances where CME has introduced clearing services to newer markets, positions are marked-to-market daily, with the capability to mark-to-market more frequently as market conditions warrant. Under the extremely unlikely scenario of simultaneous default by every clearing firm who has open positions with unrealized losses, the maximum exposure related to CME’s guarantee would be one half day of changes in fair value of all open positions, before considering CME’s ability to access defaulting clearing firms’ performance bond and security deposit balances as well as other available resources. During the first quarter of 2010, CME transferred an average of approximately $2.2 billion a day through its clearing system for settlement from clearing firms whose positions had lost value to clearing firms whose positions had gained value. CME reduces its guarantee exposure through initial and maintenance performance bond requirements and mandatory security deposits. The company believes that the guarantee liability in accordance with the accounting guidance is immaterial and therefore has not recorded any liability at March 31, 2010.

Mutual Offset Agreement . CME and Singapore Exchange Limited (SGX) have a mutual offset agreement with a current term through October 2010. The term of the agreement will automatically renew for a one year period unless either party provides advance notice of their intent to terminate. CME can maintain collateral in the form of U.S. Treasury

securities or irrevocable letters of credit. At March 31, 2010, CME was contingently liable to SGX on irrevocable letters of credit totaling $83.0 million. Regardless of the collateral, CME guarantees all cleared transactions submitted through SGX and would initiate procedures designed to satisfy these financial obligations in the event of a default, such as the use of performance bonds and security deposits of the defaulting clearing firm.

Cross-Margin Agreements . CME and Options Clearing Corporate (OCC) have a cross-margin arrangement, whereby a common clearing firm may maintain a cross-margin account in which the clearing firm’s positions in certain CME futures and options on futures contracts are combined with certain positions cleared by OCC for purposes of calculating performance bond requirements. The performance bond deposits are held jointly by CME and OCC. If a participating firm defaults, the gain or loss on the liquidation of the firm’s open position and the proceeds from the liquidation of the cross-margin account are allocated 50% each to CME and OCC.

Cross-margin agreements exist with CME and Fixed Income Clearing Corp (FICC) whereby the clearing firms’ offsetting positions with CME are subject to reduced margin requirements. Clearing firms maintain separate performance bond deposits with each clearing house, but depending on the net offsetting positions between CME and FICC, each clearing house may reduce the firm’s performance bond requirement. In the event of a firm default, the total liquidation net gain or loss on the firm’s offsetting open positions and the proceeds from the liquidation of the performance bond collateral held by each clearing house’s supporting offsetting positions are divided evenly between CME and the applicable clearing house.

Additionally, for the FICC cross-margin agreements, if, after liquidation of all the positions and collateral of the defaulting firm at each respective clearing organization, and taking into account any cross-margining loss sharing payments, any of the participating clearing organizations has a remaining liquidating surplus, and any other participating clearing organization has a remaining liquidating deficit, any additional surplus from the liquidation will be shared with the other clearing houses to the extent that they have a remaining liquidating deficit. Any remaining surplus funds will be passed to the bankruptcy trustee.

GFX Corporation Letter of Credit . CME guarantees a $5.0 million standby letter of credit for GFX Corporation (GFX). The beneficiary of the letter of credit is the clearing firm that is used by GFX to execute and maintain its futures positions. Per exchange requirements, GFX is required to place performance bond deposits with its clearing firm. The letter of credit, utilized as performance bond, will be drawn on in the event that GFX defaults in meeting requirements to its clearing firm. In the unlikely event of a payment default by GFX, if GFX’s performance bond is not sufficient to cover the deficit, CME would guarantee the remaining deficit, if any.

7. Stock-Based Payments

Total expense for stock-based payments, including shares issued to the board of directors, converted CBOT Holdings options and converted NYMEX Holdings options, was $9.9 million for the quarter ended March 31, 2010, and $9.2 million for the quarter ended March 31, 2009. The total income tax benefit recognized in the consolidated statements of income for stock-based payment arrangements was $4.0 million and $3.7 million for the quarters ended March 31, 2010 and 2009, respectively.

In the first quarter of 2010, the company granted employees stock options totaling 5,836 shares under the CME Group Omnibus Stock Plan. The options have a ten-year term with an exercise price of $314 per share, the closing market price on the date of grant. The fair value of these options totaled $0.7 million, measured at the grant date using the Black-Scholes valuation model, which is recognized as compensation expense on an accelerated basis over the vesting period. The Black-Scholes fair value of the option grant was calculated using the following assumptions: dividend yield of 1.5%; expected volatility of 43.6%; risk-free interest rate of 2.9% and expected life of 6.2 years. The grant date weighted average fair value of options granted during the quarter was $126 per share.

In the first quarter of 2010, the company granted 4,155 shares of restricted Class A common stock which generally have a vesting period of two to five years. The fair value of this grant was $1.3 million, which is recognized as compensation expense on an accelerated basis over the vesting period.

8. Fair Value Measurements

Accounting guidance on fair value measurements and related disclosures provides direction for using fair value to measure assets and liabilities by defining fair value and establishing a framework for measuring fair value. The guidance creates a three-level hierarchy that establishes classification of fair value measurements for disclosure purposes.

•

Level 1 inputs, which are considered the most reliable evidence of fair value, consist of quoted prices (unadjusted) for identical assets or liabilities in active markets.

•

Level 2 inputs consist of observable market data, 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.

In general, the company uses quoted prices in active markets for identical assets to determine the fair value of marketable securities and equity investments. Level 1 assets generally include U.S. Treasury securities and exchange-traded mutual funds, and publicly-traded equity securities. If quoted prices are not available to determine fair value, the company uses other inputs that are observable either directly or indirectly. Assets included in level 2 generally consist of U.S. Government agency securities, municipal bonds, asset-backed securities and certain corporate bonds. There were no level 3 assets that were valued on a recurring and non-recurring basis as of March 31, 2010.

The company determined the fair value of its interest rate swap contracts, considered level 2 assets, using standard valuation models with market-based observable inputs including forward and spot exchange rates and interest rate curves. The level 2 marketable securities are measured at fair value based on matrix pricing.

Financial assets and liabilities recorded in the consolidated balance sheet as of March 31, 2010 were classified in their entirety based on the lowest level of input that was significant to each asset or liability’s fair value measurement.

Financial Instruments Measured at Fair Value on a Recurring Basis:


	As of March 31, 2010
(in millions)	Level 1		Level 2		Level 3		Total
Assets at Fair Value:
Marketable securities:
U.S. Treasury securities	$	5.1	$	—	$	—	$	5.1
Mutual funds		25.2		—		—		25.2
Corporate bonds		—		0.1		—		0.1
Municipal bonds		—		4.5		—		4.5
Asset-backed securities		—		3.1		—		3.1
U.S. Government agency securities		—		8.3		—		8.3

Total		30.3		16.0		—		46.3
Equity investments		60.1		—		—		60.1

Total Assets at Fair Value	$	90.4	$	16.0	$	—	$	106.4

Liabilities at Fair Value:
Interest rate swap contracts	$	—	$	23.1	$	—	$	23.1

Total Liabilities at Fair Value	$	—	$	23.1	$	—	$	23.1

There were no transfers of assets or liabilities between level 1 and level 2 during the first quarter of 2010. There were also no assets or liabilities valued at fair value on a non-recurring basis using significant unobservable inputs during the first quarter of 2010.

9. Earnings Per Common Share

Basic earnings per share is computed by dividing net income by the weighted average number of shares of all classes of common stock outstanding for each reporting period. Diluted earnings per share reflects the increase in shares using the treasury stock method to reflect the impact of an equivalent number of shares of common stock if stock options were exercised and restricted stock awards were vested. Outstanding stock options of approximately 609,000 and 734,000 were anti-dilutive for the quarters ended March 31, 2010 and 2009, respectively. Restricted stock awards of approximately 5,000 were anti-dilutive for the quarter ended March 31, 2009. These options and awards were not included in the diluted earnings per common share calculation.


	Quarter Ended March 31,
(in millions, except shares and per share data)	2010		2009
Net Income Attributable to CME Group	$	240.2	$	199.1

Weighted Average Number of Common Shares (in thousands):
Basic		66,234		66,302
Effect of stock options		155		120
Effect of restricted stock grants		39		17

Diluted		66,428		66,439


Earnings per Common Share Attributable to CME Group:
Basic	$	3.63	$	3.00
Diluted		3.62		3.00

10. Subsequent Events

The company has evaluated subsequent events through the date the financial statements were issued, and has determined that there are no subsequent events that require disclosure.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion is provided as a supplement to, and should be read in conjunction with, the accompanying unaudited consolidated financial statements and notes in this Form 10-Q and our Annual Report on Form 10-K for the year ended December 31, 2009.

References in this discussion and analysis to “we,” “us” and “our” are to CME Group and its consolidated subsidiaries, collectively. References to “exchange” are to Chicago Mercantile Exchange Inc. (CME), Board of Trade of the City of Chicago, Inc. (CBOT), and New York Mercantile Exchange, Inc. (NYMEX), collectively.

RESULTS OF OPERATIONS

Financial Highlights

The following summarizes significant changes in our financial performance for the periods presented.


	Quarter Ended March 31,
(dollars in millions, except per share data)	2010			2009			Change
Total revenues	$	693.2		$	647.1		7	%
Total expenses		278.5			260.7		7
Operating margin		60	%		60	%

Non-operating income (expense)	$	(15.8	)	$	(35.9	)	(56	)
Effective tax rate		40	%		43	%

Net income attributable to CME Group	$	240.2		$	199.1		21
Diluted earnings per common share attributable to CME Group		3.62			3.00		21

Cash flow from operations		355.7			254.7		40

•

In the first quarter of 2010 when compared with the same period of 2009, an increase in clearing and transaction fees due to increased trading volumes primarily contributed to the growth in revenues.

•

Increases in professional fees related to the closing of the transaction to form Index Services, our joint venture with Dow Jones as well as compensation and benefits expense contributed to higher overall expenses in the first quarter of 2010.

•

The decrease in non-operating expense in the first quarter of 2010 is attributable to additional dividend income, a decrease in interest expense as well as a gain realized on a legal settlement related to a derivative investment.

•

The effective tax rate decreased in the first quarter of 2010 when compared with the same period in 2009 due to a $6.4 million reduction in liabilities recognized for uncertain tax positions in the first quarter of 2010 as well as a $6.3 million liability recognized for uncertain tax positions in the first quarter of 2009.

•

Cash flows from operations are strongly correlated with trading volume.

Revenues


	Quarter Ended March 31,
(dollars in millions)	2010		2009		Change
Clearing and transaction fees	$	578.0	$	527.8	10	%
Market data and information services		87.6		85.5	2
Access and communication fees		10.9		11.6	(6	)
Other		16.7		22.2	(25	)

Total Revenues	$	693.2	$	647.1	7

Clearing and Transaction Fees

Based on total volume and average rate per contract data below, we estimate that clearing and transaction fees revenue increased by $61.7 million due to the increase in total volume and declined by $11.5 million due to the decrease in average rate per contract, resulting in a net increase in revenues in the first quarter of 2010 of $50.2 million when compared with the same period in 2009. Average rate per contract is impacted by our rate structure, which includes volume-based incentives; product mix; trading venue, and the percentage of trading volume executed by customers who are members compared with non-member customers. Due to the relationship between average rate per contract and volume, the change in revenues attributable to changes in each is only an approximation.


	Quarter Ended March 31,				Change
	2010		2009		Change
Total volume (in millions)		704.2		629.0	12	%
Clearing and transaction fees (in millions)	$	578.0	$	527.8	10	%
Average rate per contract		0.821		0.839	(2	)

Trading Volume

The following table summarizes average daily trading volume.


	Quarter Ended March 31,
(amounts in thousands)	2010		2009		Change
Average Daily Volume by Product Line:
Interest rate	5,120		3,843		33	%
Equity	2,815		3,537		(20	)
Foreign exchange	887		507		75
Commodity	785		685		15
Energy	1,609		1,524		6
Metal	328		215		52

Aggregate average daily volume	11,544		10,311		12

Average Daily Volume by Venue:
Electronic	9,562		8,223		16
Open outcry	1,318		1,338		(2	)
Privately negotiated	190		164		16

Total exchange-traded volume	11,070		9,725		14
Total ClearPort	474		586		(19	)

Aggregate average daily volume	11,544		10,311		12

Electronic Volume as a Percentage of Total Volume	83	%	80	%

Interest Rate Products

The following table summarizes average daily volume for our key interest rate products.


	Quarter Ended March 31,
(amounts in thousands)	2010	2009	Change
Eurodollar futures	1,996	1,575	27	%
Eurodollar options	674	609	11
U.S. Treasury futures and options:
10-Year	1,167	816	43
5-Year	501	355	41
30-Year	346	284	22
2-Year	323	144	124

The increase in interest rate products volume in the first quarter of 2010 compared with the same period in 2009 was attributable to the overall improvement in the economic environment in 2010 following the credit crisis. The improving macroeconomic expectations led to changing expectations in U.S. Treasury products as well as increased market participants’ use of these products, which contributed to an increase in volume. We also believe that trading volume has increased due to the market’s changing expectations regarding the Federal Reserve Bank’s zero interest rate policy for short-term interest rates.

Equity Products

During the first quarter of 2010, volatility within the equity markets declined, which we believe was attributable to a generally improved economic outlook. This decline in volatility contributed to a decrease in volume in the first quarter of 2010 when compared with the same period in 2009. Average volatility, as measured by the CBOE Volatility Index, decreased to 20% in the first quarter of 2010 from 45% in the same period of 2009.

Average daily volume for E-mini equity products decreased by 19% to 2.6 million contracts in the first quarter of 2010 when compared with the first quarter of 2009. The decline in volume was primarily attributable to the decline in E-mini S&P 500 contracts, which decreased by 20% when compared with the first quarter of 2009 to an average of 2.2 million contracts per day. We believe that the diminished volatility contributed to the decrease in E-mini S&P 500 contract volume.

Foreign Exchange Products

The following table summarizes average daily volume for our top foreign exchange futures and options products.


	Quarter Ended March 31,
(amounts in thousands)	2010	2009	Change
Euro	339	205	65	%
British pound	135	78	73
Japanese yen	126	90	40
Australian dollar	103	38	166
Canadian dollar	85	40	113

We believe that the volume for our FX products has increased due to a divergence between interest rate policy in the United States and other global markets, as well as the sovereign debt crisis in Europe.

Commodity Products

We believe the overall increase in average daily volume for commodities products in the first quarter of 2010 when compared with the same period in 2009 was largely due to improved economic conditions following the credit crisis. We also believe that the increase in volume was attributable to the broader use of commodities as an asset class as well as changes in global supply and demand.

Energy Products

We believe the increase in average daily volume in the first quarter of 2010 when compared with the same period in 2009 was attributable to the increased use of energy products as an asset class as well as improving macroeconomic conditions.

Metal Products

We believe metal products volume increased in the first quarter of 2010 when compared with the first quarter of 2009 largely due to increased investment in precious metals as an asset class during periods of uncertainty in interest rates and foreign exchange.

Average Rate per Contract

The average rate per contract decreased in the first quarter of 2010 when compared with the same period in 2009 due to a higher portion of interest rate products as a percentage of total volume compared with equity products, which have a higher rate per contract. As a percentage of total volume, equity products trading volume decreased by 10% in the first quarter of 2010, while interest rate products volume increased by 7% when compared with the same period in 2009.

Growth in member trading volume also contributed to the overall decrease in average rate per contract in the first quarter of 2010, when compared with the same period in 2009. Member trading volume increased faster than non-member trading in the first quarter of 2010.

Concentration of Revenue

We bill a substantial portion of our clearing and transaction fees to our clearing firms. The majority of clearing and transaction fees received from clearing firms represent charges for trades executed and cleared on behalf of their customers. As of March 31, 2010, we had approximately 140 clearing firms. One firm represented 12% of our clearing and transaction fees revenue in the first quarter of 2010. No other firm represented more than 10% of our clearing and transaction fees revenue in the first quarter of 2010. Should a clearing firm withdraw, we believe that the customer portion of the firm’s trading activity would likely transfer to another clearing firm of the exchange. Therefore, we do not believe we are exposed to significant risk from the loss of revenue received from a particular clearing firm.

Other Sources of Revenue

The increase in market data and information services revenue was primarily attributable to an increase in the basic device monthly fee. The increase was fully offset by the decrease in basic device counts in the first quarter of 2010 due primarily to cost-cutting initiatives at customer firms.


	Quarter Ended March 31,
(dollars in millions, except monthly fee per device)	2010		2009		Change
Average estimated monthly basic device
screen count		387,000		432,000		(45,000	)
Basic device monthly fee per device	$	61	$	55	$	6
Estimated increase (decrease) in revenues
Due to an increase in monthly fee per device					$	7.0
Due to a decrease in screen counts						(7.4	)

Beginning March 19, 2010, market data and information services revenue includes market data and licensing revenue from Index Services.

The two largest resellers of our market data represented approximately 51% of our quotation data fees in the first quarter of 2010. Despite this concentration, we consider exposure to significant risk of revenue loss to be minimal. In the event that one of these vendors no longer subscribes to our market data, we believe the majority of that vendor’s customers would likely subscribe to our market data through another reseller. Additionally, several of our largest institutional customers that utilize services from our two largest resellers report usage and remit payment of quotation data fees directly to us.

Other revenues declined in the first quarter of 2010 when compared with the same period in 2009 due to a $5.2 million decrease in trading revenues generated by GFX Corporation (GFX) as the result of lower trading activity.

Operating Expenses


	Quarter Ended March 31,
(dollars in millions)	2010			2009		Change
Compensation and benefits	$	98.8		$	86.7	14	%
Communications		10.1			12.4	(19	)
Technology support services		12.2			11.8	3
Professional fees and outside services		31.2			22.3	40
Amortization of purchased intangibles		30.8			33.3	(8	)
Depreciation and amortization		32.2			31.0	4
Occupancy and building operations		20.5			19.4	6
Licensing and other fee agreements		21.1			24.6	(14	)
Restructuring		(0.3	)		3.2	(109	)
Other		21.9			16.0	37

Total Expenses	$	278.5		$	260.7	7

Operating expenses increased by $17.8 million in the first quarter of 2010 when compared with the same period in 2009. The following table shows the estimated impact of key factors resulting in the increase (decrease) in operating expenses:


(dollars in millions)	Amount of Change			Change as a Percentage of Total Expenses
Professional fees related to Index Services	$	10.3		4	%
Salaries, benefits and employer taxes		5.1		2
Bonus expense		3.4		1
Amortization of purchased intangibles		(2.9	)	(1	)
Restructuring expense		(3.4	)	(1	)
Other expenses, net		5.3		2

Total	$	17.8		7	%

Costs incurred for the formation of Index Services led to an increase in professional fee expenses of $10.3 million in the first quarter of 2010 when compared with the same period in 2009.

The rise in salaries, benefits and employer taxes was attributable to salary increases and rising healthcare costs. An increase in average headcount of 1% in the first quarter of 2010 also contributed to an increase in expense.

The increase in our bonus expense in the first quarter of 2010 was due to improved performance relative to our 2010 cash earnings target compared with 2009 relative to our 2009 cash earnings target.

The decrease in amortization of purchased intangibles was attributable to the open interest intangible asset acquired in our merger with NYMEX Holdings, which was fully amortized during 2009.

The restructuring program related to the NYMEX Holdings merger was substantially complete by August 2009, which resulted in a decrease in expense in the first quarter of 2010 when compared with the first quarter of 2009.

For the remainder of 2010, we expect an increase in operating expenses relative to the prior year due to the acquisition of Index Services, including an increase in amortization of purchased intangibles. Assuming equity product volume stays consistent with volume results for the first quarter of 2010, we also would expect a decrease in volume-based licensing fee expense for the remainder of 2010 when compared with the prior year due to lower trading volumes. In addition, Dow Jones licensing fees have been eliminated subsequent to our acquisition of Index Services on March 18, 2010.

Non-Operating Income (Expense)


	Quarter Ended March 31,
(dollars in millions)	2010			2009			Change
Investment income	$	11.1		$	1.8		n.m.
Gains (losses) on derivative investments		6.0			—		n.m.
Securities lending interest income		—			2.4		(100	)%
Securities lending interest and other costs		—			(0.4	)	(100	)
Interest and other borrowing costs		(31.4	)		(38.5	)	(18	)
Equity in losses of unconsolidated subsidiaries		(1.5	)		(1.2	)	31

Total Non-Operating	$	(15.8	)	$	(35.9	)	(56	)

n.m. not meaningful

The increase in investment income during the first quarter of 2010 when compared with the same period in 2009 was primarily due to an increase in dividend income from our investment in BM&FBOVESPA. Total dividend income was $9.9 million and $0.4 million in the first quarter of 2010 and 2009, respectively.

In March 2010, we recognized a $6.0 million gain as a result of a settlement from the Lehman Brothers Holdings (Lehman Brothers) bankruptcy proceedings. The settlement relates to an unsecured claim tied to a derivative contract that we terminated in September 2008 when Lehman Brothers filed for bankruptcy.

We recognized $7.6 million of debt issuance costs in the first quarter of 2009 related to our revolving bridge facility, which was terminated in February 2009. This contributed to a decrease in interest and other borrowing costs in the first quarter of 2010 when compared with the same period in 2009. On March 18, 2010, we issued $612.5 million of 4.40% fixed rate notes due 2018.


	Quarter Ended March 31,
	2010			2009			Change
Weighted average borrowings outstanding (in millions)	$	2,545.8		$	3,178.4		$	(632.6	)
Weighted average effective yield		4.73	%		3.75	%		0.98	%
Total cost of borrowing ⁽¹⁾		5.00			4.92			0.08

(1)	Total cost of borrowing includes interest, commitment fees, discount accretion and debt issuance costs.

Income Tax Provision

The effective tax rate decreased to 39.8% in the first quarter of 2010 from 43.2% in the same period of 2009. In the first quarter of 2010, we reduced the liability for uncertain tax positions by $6.4 million, resulting in a decrease in the effective tax rate for the first quarter of 2010, when compared with the same period in 2009. Also, in the first quarter of 2009, it was determined that $6.3 million of federal tax did not meet the required more-likely-than-not standard. As a result, a liability for uncertain tax positions was established in the first quarter of 2009, which also contributed to a decrease in the effective tax rate in the first quarter of 2010 when compared with the same period in 2009. For the full year 2010, we expect the effective tax rate to be between 41% and 42%.

Liquidity and Capital Resources

Sources and Uses of Cash . Net cash provided by operating activities was $355.7 million for the first quarter of 2010 compared with $254.7 million for the same period in 2009. The increase in net cash provided by operating activities was due primarily to higher trading volumes and increased profitability. In the first quarter of 2010, net cash provided by operating activities was $115.5 million higher than net income. This increase consisted of an increase of the income tax payable of $146.9 million, depreciation and amortization expense of $32.2 and amortization of purchased intangibles of $30.8 million. The increase was offset by an increase in accounts receivable of $48.3 million. The increase in income tax payable is due to the income tax expense exceeding the income tax payments during the first quarter. Accounts receivable in any period result primarily from the clearing and transaction fees billed in the last month of the reporting period.

Cash used in investing activities was $19.8 million in the first quarter of 2010 compared with cash provided by investing activities of $301.0 million in the first quarter of 2009. The increase in cash used was largely attributable to the termination of the NYMEX securities lending program in 2009 as well as net decrease in proceeds from marketable securities, net of purchases of $63.5 million.

Cash used in financing activities was $152.3 million in the first quarter of 2010 compared with $514.4 million for the same period in 2009. The decrease was primarily attributable to an increase in proceeds from commercial paper issuances, net of maturities as well as the termination of the NYMEX securities lending program in 2009. The decrease was partially offset by the distribution to Dow Jones of $607.5 million related to Index Services as well as an increase in share repurchases of $254.8 million.

Debt Instruments . The following table summarizes our debt outstanding as of March 31, 2010:


(in millions)	Par Value
Commercial paper	$	299.9
Floating rate notes due August 2010, interest equal to 3-month LIBOR plus 0.65% ⁽¹⁾		300.0
Term loan due 2011, interest equal to 3-month LIBOR plus 1.00% ⁽²⁾		420.5
Fixed rate notes due August 2013, interest equal to 5.40%		750.0
Fixed rate notes due February 2014, interest equal to 5.75%		750.0
Fixed rate notes due March 2018, interest equal to 4.40% ⁽³⁾		612.5

(1)	In September 2008, the company entered into an interest-rate swap agreement that modified the variable interest obligation associated with these notes so that the interest payable on the notes effectively became fixed at a rate of 3.92% beginning with the interest accrued after November 6, 2008.

(2)	In September 2008, the company entered into an interest-rate swap agreement that modified the variable interest obligation associated with this facility so that the interest payable effectively became fixed at a rate of 4.72% beginning with the interest accrued after October 22, 2008.

(3)

In March 2010, we completed an unregistered offering of fixed rate notes due 2018. Net proceeds from the offering were used to fund a distribution to Dow Jones in conjunction with our investment in Index Services. 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% beginning with the interest accrued after March 18, 2010.

We maintain a $1.4 billion senior credit facility with various financial institutions, including the $420.5 million term loan and a $945.5 million revolving credit facility. As long as we are not in default under the senior credit facility, we have the option to increase the facility from time to time by an aggregate amount of up to $1.1 billion, to a total of $2.5 billion, with only the consent of the agent and the lenders providing the additional funds. The revolving credit facility expires on August 21, 2011. Our commercial paper outstanding is backed by this revolving credit facility.

At March 31, 2010, we have excess borrowing capacity for general corporate purposes of approximately $645.5 million.

We maintain a 364-day revolving line of credit with a consortium of banks to be used in certain situations by our clearing house. The line of credit, which was renewed in December 2009, provides for borrowings of up to $1.0 billion. This line of credit is collateralized by clearing firm security deposits held by us in the form of U.S. Treasury or agency securities, as well as security deposit funds in the Interest Earnings Facility (IEF) and any performance bond deposits of a clearing firm that may default on its obligation. The line of credit can only be drawn on to the extent it is collateralized. At March 31, 2010, security deposit collateral available was $2.3 billion. We have the option to request an increase in the line from $1.0 billion to $1.5 billion with the participating banks’ approval.

The indentures governing our floating and fixed rate notes, our 364-day revolving line of credit for $1.0 billion and our senior credit facility for $1.4 billion due 2011 do not contain specific covenants that restrict the ability to pay dividends. These documents, however, do contain other customary financial and operating covenants that place restrictions on the operations of the company, which could indirectly affect the ability to pay dividends.

Under our senior credit facility, we are required to maintain a consolidated net worth of at least $12.1 billion.

In addition, our 364-day revolving line of credit contains a requirement that CME remain in compliance with a consolidated tangible net worth test, defined as consolidated shareholder’s equity less intangible assets (as defined in the agreement), of not less than $125.0 million. In the event that CME elects to increase the facility, the minimum consolidated tangible net worth test will increase ratably up to $187.5 million.

As of March 31, 2010, we are in compliance with the various covenant requirements of all our debt facilities.

CME Group, as a holding company, has no operations of its own. Instead, it relies on dividends declared and paid to it by its subsidiaries, including CME, in order to provide a portion of the funds which it uses to pay dividends to its shareholders.

To satisfy our performance bond obligation with Singapore Exchange Limited, we may pledge CME-owned U.S. Treasury securities in lieu of, or in combination with, irrevocable letters of credit. At March 31, 2010, the letters of credit totaled $83.0 million. CME also guarantees a $5.0 million standby letter of credit for GFX. The beneficiary of this letter of credit is the clearing firm that is used by GFX to execute and maintain its futures position. The letter of credit would be utilized in the event that GFX defaults in meeting performance bond requirements to its clearing firm.

The following table summarizes our credit ratings as of March 31, 2010:


Rating Agency	Short-Term Debt Rating	Long-Term Debt Rating	Outlook
Standard & Poor’s	A1+	AA	Stable
Moody’s Investors Service	P1	Aa3	Stable

Given our ability to pay down debt levels and refinance existing debt facilities if necessary, we expect to maintain an investment grade rating. If our ratings are downgraded due to a change in control which results in a downgrade below investment grade, we are required to make an offer to repurchase our fixed and floating rate notes at a price equal to 101% of the principal amount, plus accrued and unpaid interest.

Liquidity and Cash Management . Cash and cash equivalents totaled $444.2 million at March 31, 2010 and $260.6 million at December 31, 2009. The balance retained in cash and cash equivalents is a function of anticipated or possible short-term cash needs, prevailing interest rates, our investment policy and alternative investment choices.

Net current deferred tax assets of $26.0 million and $23.8 million are included in other current assets at March 31, 2010 and December 31, 2009, respectively. Total net current deferred tax assets include primarily unrealized losses and accrued expenses.

Net long-term deferred tax liabilities were $7.8 billion and $7.6 billion at March 31, 2010 and December 31, 2009, respectively. Net deferred tax liabilities are primarily the result of purchase accounting for intangible assets in our mergers with CBOT Holdings and NYMEX Holdings.

We have a long-term deferred tax asset of $145.9 million included within our domestic long-term deferred tax liability. This deferred tax asset is for an unrealized capital loss incurred in Brazil related to our investment in BM&FBOVESPA. As of March 31, 2010, we do not believe that we currently meet the more-likely-than-not threshold that would allow us to fully realize the value of the unrealized capital loss. As a result, a partial valuation allowance of $64.5 million has been provided for the amount of the unrealized capital loss that exceeds potential capital gains that could be used to offset the capital loss in future periods. We also have a long-term deferred tax asset related to Brazilian taxes of $125.3 million for an unrealized capital loss incurred in Brazil related to our investment in BM&FBOVESPA. A full valuation allowance of $125.3 million has been provided because we do not believe that we currently meet the more-likely-than-not threshold that would allow us to realize the value of the unrealized capital loss in Brazil in the future. Valuation allowances of $53.9 million have also been provided for additional unrealized capital losses on various other investments.

Net long-term deferred tax assets also include a $24.0 million deferred tax asset for foreign net operating losses related to Swapstream. Our assessment at March 31, 2010 was that we did not currently meet the more-likely-than-not threshold that would allow us to realize the value of acquired and accumulated foreign net operating losses in the future. As a result, the $24.0 million deferred tax assets arising from these net operating losses has been fully reserved.

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

We are subject to various market risks, including those caused by changes in interest rates, credit, foreign currency exchange rates and equity prices. There have not been material changes in our exposure to market risk since December 31, 2009. Refer to Item 7A. of CME Group’s Annual Report on Form 10-K for the year ended December 31, 2009 for additional information.

Item 4.

Controls and Procedures

(a) Disclosure Controls and Procedures. Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act)) as of the end of the period covered by this report. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, our disclosure controls and procedures are effective.

b) Changes in Internal Control Over Financial Reporting. As required by Rule 13a-15(d) under the Exchange Act, the company’s management, including the company’s Chief Executive Officer and Chief Financial Officer, have evaluated the company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) to determine whether any changes occurred during the quarter covered by this quarterly report that have materially affected, or are reasonably likely to materially affect, the company’s internal control over financial reporting.

There were no changes in the company’s internal control over financial reporting during the period covered by this quarterly report that have materially affected, or are reasonably likely to materially affect, internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1.

Legal Proceedings

There have been no material updates to the Legal Proceedings as set forth in Item 1. of our Annual Report on Form 10-K, filed with the SEC on February 26, 2010.

Item 1A.

Risk Factors

There have been no material updates to the Risk Factors as set forth in Item 1A of our Annual Report on Form 10-K, filed with the SEC on February 26, 2010. In addition to the other information contained in this Quarterly Report on Form 10-Q, you should carefully consider the factors discussed in our Annual Report on Form 10-K, which are the risks that we believe are material at this time. These risks could materially and adversely affect our business, financial condition and results of operations. These risks and uncertainties are not the only ones facing us. Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may also adversely affect our business in the future.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

(c)

Issuer Purchases of Equity Securities


Period	(a) Total Number of Class A Shares Purchased (1)	(b) Average Price Paid Per Share		(c) Total Number of Class A Shares Purchased as Part of Publicly Announced Plans or Programs	(d) Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs(2) (in millions)

January 1 to January 31	—	$	—	—	—

February 1 to February 28	360,236	$	292.16	360,233	2.0

March 1 to March 31	575,217	$	306.94	575,206	1.4

Total	935,453	$	301.25	935,439	1.4

(1)

Shares purchased consist of an aggregate of 14 shares of Class A common stock surrendered in the first quarter to satisfy employees’ tax obligations upon the vesting of restricted stock and an aggregate of 935,439 shares of Class A common stock purchased under our publicly announced share repurchase program as described below.

(2)

Under the terms of the share buyback program announced on February 12, 2010, the company is authorized to purchase shares of Class A common stock up to 2.35 million shares. The authorization of the buyback was approved in connection with our non-binding agreement to issue additional Class A common shares to BM&FBOVESPA to increase its aggregate share ownership in the company to 5% and serves to offset the potential dilution upon the future issuance of the shares to BM&FBOVESPA.

Item 5.

Exhibits


4.1		Indenture, dated March 18, 2010, between CME Group Index Services LLC, CME Group Inc. and U.S. Bank National Association (incorporated by reference to CME Group’s Form 8-K, filed with the SEC on March 23, 2010, File No. 001-31553).

10.1		Amendment No. 2 to Credit Agreement, dated as of February 26, 2010 by and among CME Group Inc. and each of the lenders party thereto from time to time.

10.2		Indenture, 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 above).

31.1		Section 302 Certification—Craig S. Donohue

31.2		Section 302 Certification—James E. Parisi

32.1		Section 906 Certification

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

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

TABLE OF CONTENTS

Part I: Financial Informationprint Item 1. Financial Statements and Supplementary Dataprint Item 2. Management S Discussion and Analysis Of Financial Condition and Results Of Operationsprint Item 3. Quantitative and Qualitative Disclosures About Market Riskprint Item 4. Controls and Proceduresprint Part II. Other Informationprint Item 1. Legal Proceedingsprint Item 1A. Risk Factorsprint Item 2. Unregistered Sales Of Equity Securities and Use Of Proceedsprint Item 5. Exhibitsprint

DIRECTORS	AGE	BIO	OTHER DIRECTOR MEMBERSHIPS
William W Hobert	61	Mr. Hobert founded WH Trading, LLC, a proprietary options and futures trading firm, in 1998. WH Trading serves as a market maker and liquidity provider in numerous asset classes at CME in both its open outcry and electronically traded markets. He is also a partner of Nirvana Brokerage Services LLC and Nirvana Technologies LLC and their companies. Nirvana Technology Solutions is a Chicago-based financial technology startup providing low-latency infrastructure for the trading community. Nirvana Brokerage Solutions is a CFTC registered introducing broker. From 1988 to 1994, Mr. Hobert worked for Cooper-Neff and Associates as an FX options market maker on the floor of CME and in over-the-counter markets. In 1994, he founded Hobert Trading Inc., which is currently a member of WH Trading, LLC. Mr. Hobert serves as a director of our political action committee. Mr. Hobert has over three decades of industry experience as an open outcry market maker, electronic options and futures trader, company founder and owner of WH Trading. He oversees the technology, risk management, operations and strategy development of the firm. Mr. Hobert led WH Trading's transition to a technology firm with the build of an electronic, automated trading operation. His career also includes government advocacy relating to the industry, including informal sessions with SEC and CFTC Commissioners, House and Senate Committees and Congressional Leadership.
William R Shepard	78	Mr. Shepard has been a member of CME for more than 45 years. Previously, he served as our Second Vice Chairman from 2002 to 2007. Mr. Shepard is founder and President of Shepard International, Inc., a futures commission merchant. Mr. Shepard brings to the board his experience as a long-time market participant. He is the founder of a futures commission merchant and was an investor in one of our largest clearing firms. It was this experience that led the board to appoint him to serve as the initial Chairperson of our clearing house oversight committee. This committee is designed to support the oversight of the risk management activities and the senior management of the Clearing House, including oversight with respect to the effectiveness of the risk management program, and plays an important role in supporting the board's oversight responsibilities. Mr. Shepard served as its Chair from its formation in 2016 to August 2021. He now serves as a Co-Chair of our clearing house risk committee and a member of our interest rate swaps risk committee.
Timothy S Bitsberger	65	Mr. Bitsberger served as Managing Director and Portfolio Specialist on the Account Management Team at The TCW Group from March 2017 to February 2021, where he was responsible for communicating investment strategies, performance and outlook to clients. Previously, he served as Managing Director, Official Institutions FIG Coverage Group of BNP PNA, a subsidiary of BNP Paribas, from December 2010 to November 2015, as a senior consultant with Booz Allen Hamilton from May 2010 to November 2010 and was with BancAccess Financial from December 2009 to April 2010. He also served as Senior Vice President and Treasurer of Freddie Mac from 2006 to 2008. Mr. Bitsberger also served with the U.S. Treasury Department from 2001 to 2005, serving first as their Deputy Assistant Secretary for federal finance and as the Assistant Secretary for financial markets. He was confirmed by the U.S. Senate as the Assistant Secretary in 2004. Mr. Bitsberger has an extensive career in the financial services industry. In his role at TCW Group, Mr. Bitsberger was responsible for communicating investment strategies, performance and outlook to clients. Through his service at TCW, BNP PNA and BancAccess Financial, he has gained valuable experience in business development, investment strategy and worked with foreign institutions and regulators. His career also includes his prior service in key roles with the government relating to the financial industry, including serving as Deputy Assistant Secretary for Federal Finance at the U.S. Treasury and more recently as the Assistant Secretary for financial markets at the U.S. Treasury. Mr. Bitsberger served in a leadership role as Treasurer of Freddie Mac, working extensively with the central banks and foreign regulators.
Terry L Savage	80	• We believe our ongoing board evolution will result in the strategic refreshment of our members, reduce our size, maintain our commitment to a range of perspectives and experiences and ensure the skill set of our board continues to align with our long-term strategy while avoiding disruption. • We are taking a phased approach to changes in board membership, considering the timing of new director onboarding relative to planned retirements and departures. At the 2025 annual meeting, Larry G. Gerdes, Daniel R. Glickman and Terry L. Savage will be retiring. The nominating and governance committee is recommending the election of Liam G. Smith as a new Class B-2 director. • New board members bring their fresh perspectives. We also recognize our obligations to educate them regarding the company's business and strategy in support of their ability to oversee management effectively.
Terrence A Duffy	66	Mr. Duffy previously served as our Executive Chairman from 2006 to 2016, and has served in the combined Chairman and Chief Executive Officer role since 2016. He has been a member of our board since 1998. Mr. Duffy brings to his current role strategic leadership and knowledge of our business and industry. His career includes steering CME to demutualize and become a publicly-traded corporation, leading multiple mergers and acquisitions and expressing the company’s knowledge and views before numerous Congressional committees with respect to issues of importance to Congress, the company and industry over many years.
Robert J Tierney Jr	49
Rahael Seifu	43	Ms. Seifu has served as Director, Legal at Google LLC since November 2022 where she manages a team of lawyers supporting products and systems that enable Google services, such as privacy and data protection, content and child safety, user experience, customer support, GenAI tools, and support of Google's internal business functions. She has been an attorney at Google since April 2014 and served as the first acting Chief of Staff for the Legal Department and lead counsel to Google's Chief Information Officer and their organization. Prior to joining Google, Ms. Seifu was a Corporate Associate at Morrison & Foerster LLP from 2013 to 2014, where she focused on mergers and acquisitions and provided corporate governance guidance for public company boards and special committees. Ms. Seifu worked from 2008 to 2013 as a Corporate Associate at Davis Polk & Wardwell LLP, where she focused on mergers and acquisitions, investments, and various other corporate transactions. She also advised clients on regulatory compliance, securities law reporting, and corporate governance matters. Immediately following graduation from Yale Law School, Ms. Seifu served as a law clerk to the Honorable George B. Daniels of the Southern District of New York. Ms. Seifu's responsibilities at Google have included counsel on privacy and security matters, including matters related to Google's systems, assessments of vendor systems and implementation of controls to minimize security and privacy risks. She has also advised a number of internal teams on technology matters relating to systems safeguards, including mitigating risk related to new system integrations, access controls and contractual and procedural requirements designed to ensure third party compliance with Google’s security standards. Additionally, in her previous role as the first Chief of Staff for the Google Legal Department, Ms. Seifu was responsible for implementing strategy for the global organization and establishing processes to effectively manage the legal team.
Phyllis M Lockett	59	Ms. Lockett is the Founder of LEAP Innovations. She has served as its Strategic Advisor since February 2024 and previously served as its CEO since its formation in 2014. Prior to her role at LEAP, Ms. Lockett served as President and CEO of New Schools for Chicago, a venture philanthropy organization that invests in the start-up of new public schools, from 2005 to 2014. Ms. Lockett served from 1999 to 2005 as Executive Director of the Civic Consulting Alliance, a pro-bono consulting firm sponsored by the Civic Committee of the Commercial Club of Chicago that leads strategic planning initiatives, process improvement, and program development projects for government agencies. She also held marketing, sales, and business development roles with Fortune 500 companies including IBM, Kraft Foods and General Mills. Ms. Lockett is an independent director of the Federal Home Loan Bank of Chicago. She is also a member of The Economic Club of Chicago, The Chicago Network, the Commercial Club of Chicago and a Henry Crown Fellow with the Aspen Institute. Recently, Ms. Lockett was named a contributor to Forbes, where she writes about education innovation and the future of learning. Ms. Lockett is a serial entrepreneur who has led transformation efforts in education, government and the civic arena. She founded LEAP Innovations, a national non-profit organization that works with educators and technology companies across the United States, to research, pilot and scale new instructional designs and technology solutions that advance student learning. Before starting LEAP, Ms. Lockett was a driving force behind Chicago's charter school movement. As founding president and CEO of New Schools for Chicago, she helped raise more than $70 million to support opening 80 new public schools, primarily charters. For nearly a decade, she focused on bringing quality public schools to communities of high need and advocating for school choice. Through her prior corporate experience she has gained experience in sales, marketing and business development.
Patrick W Maloney	63	Mr. Maloney has been a member of CME since 1985. Mr. Maloney has served as an independent floor broker in the Eurodollar (now SOFR) option pit from 2007 to present. Mr. Maloney has served on numerous CME functional committees: pit committee 1997-1999, nominating committee 1995-1996, arbitration committee 1994-1995, booth space committee 1992-1996 and floor practices committee 1995-1997. Mr. Maloney serves as a director of our political action committee. Mr. Maloney has served as a full-time floor trader and broker since 1985. Through this experience, he brings to the board his views as an active market participant and can convey the valuable perspective from the traders he interacts with on a daily basis. Over his career, he has served on numerous exchange-related committees.
Patrick J Mulchrone	67	Mr. Mulchrone has been a member of CME since 1980. He also served as a member of our board from 1991 to 2001, including holding the position of Vice Chairman. Mr. Mulchrone served as a filling order broker in the Eurodollar pit until 2004. Mr. Mulchrone has been an independent trader from 2004 to present. Mr. Mulchrone is a founder of Advantage Futures (2003). He served as a member of the board of directors of Standard Bank and Trust until its sale in 2017. Mr. Mulchrone serves on the Board of Advisors of Misericordia Home. He serves as a Co-Vice Chair of our political action committee and has served on the Class B-2 nominating committee. Mr. Mulchrone received a B.S. in Accounting from Western Illinois University. Mr. Mulchrone brings more than 40 years of experience in the futures industry. In 2003, he founded Advantage Futures LLC, one of our clearing firms. Mr. Mulchrone's career also included his service on the board of governors at CME during the time when we transitioned from a member-owned and -run exchange to our for-profit organization. His career also includes service on the board of directors of the Standard Bank and Trust (2001 to 2017) where he was part of team that grew the assets fourfold to $2.5 billion and that led the successful sale of the bank in 2017. As a Co-Vice Chair of our political action committee, Mr. Mulchrone has regular interaction with government officials.
Martin J Gepsman	72	Mr. Gepsman has served as a member of our board since 1994 and served as Secretary of the board from 1998 to 2007. He has been a member of CME for more than 35 years. Mr. Gepsman has also been an independent floor broker and trader since 1985. Mr. Gepsman currently serves as Chairman of our business conduct, membership and floor conduct committees and the CME Gratuity Fund. During his board tenure at CME, he served as a member on the compensation, strategic steering, executive, clearing house oversight, ethics and arbitration committees. Mr. Gepsman has also held board positions, including a Chairman's role, at the company’s former foreign exchange subsidiaries. Mr. Gepsman currently serves as Secretary and Treasurer of our political action committee. Mr. Gepsman also serves on the membership appeals committee with the National Futures Association. He was a member of the CBOE from 1982 to 1985. Mr. Gepsman brings to the board his long-term career as a participant in our markets. During his term on the board, he has served on numerous committees at the board level as well as those related to our exchange operations. His service has also included board roles on our regulated subsidiaries. Through these positions, Mr. Gepsman has acquired a deep understanding of our business operations, market regulatory functions and strategy. He also brings his valuable focus and understanding of options trading, which continues to be an area of focus in our corporate strategy. As Secretary and Treasurer of our political action committee, Mr. Gepsman regularly interacts with government officials. As Chairman of our business conduct, membership and floor conduct committees, Mr. Gepsman has extensive knowledge and experience in reviewing disciplinary charges and determining appropriate actions.
Liam G Smith	40	Mr. Smith started his career in the derivatives industry over 16 years ago with CME Group. Since December 2024, he has served as the Chief Strategy Officer for Optiver, a leading global market maker and CME clearing firm, overseeing the strategic direction of the firm in the United States and United Kingdom. In this role, he has a mandate to lead market structure initiatives, business development, regulatory affairs, external partnerships, clearing, strategic investments and execution services for U.S. markets. He previously served as the Head of Corporate Strategy from 2018 to December 2024. Additionally, he is the chair of Optiver’s political action committee and has co-authored a number of influential white papers on market structure issues across futures and securities markets. Mr. Smith joined Optiver in 2017. Previously, Mr. Smith spent over nine years (2008 to 2017) at CME Group as a director in both products and sales, with assignments in Chicago, London and Singapore. Mr. Smith holds a Bachelor of Arts in Political Science from Providence College. With his extensive experience across exchanges, clearing, financial technology, market structure, trading and regulatory policy, Mr. Smith offers a unique and comprehensive perspective on both futures and securities markets. Through his nine years at CME Group he gained a valuable understanding of our business. While at Optiver, Mr. Smith has played a pivotal role, often leading a number of business expansions. These include building a direct futures, equities and options block liquidity business for institutional counterparties, spearheading financial technology investments, actively managing Optiver’s portfolio of companies, and advocating for positive market structure change for the trading industry. This international experience contributes to his expertise in global financial markets.
Larry G Gerdes	76	• We believe our ongoing board evolution will result in the strategic refreshment of our members, reduce our size, maintain our commitment to a range of perspectives and experiences and ensure the skill set of our board continues to align with our long-term strategy while avoiding disruption. • We are taking a phased approach to changes in board membership, considering the timing of new director onboarding relative to planned retirements and departures. At the 2025 annual meeting, Larry G. Gerdes, Daniel R. Glickman and Terry L. Savage will be retiring. The nominating and governance committee is recommending the election of Liam G. Smith as a new Class B-2 director. • New board members bring their fresh perspectives. We also recognize our obligations to educate them regarding the company's business and strategy in support of their ability to oversee management effectively.
Kathryn Benesh	65	Ms. Benesh retired from Deloitte in 2021 with 40 years of providing audit, assurance and advisory services to public and private companies within the energy, public utility, renewables, construction, manufacturing, and financial services industries. She also served as secretary and a board member of Deloitte & Touche LLP from 2004 to 2017, the board which had purview over the professional aspects of the audit & assurance practice. Through her career at Deloitte, she has gained experience with sustainability matters and responses required for cyber incidents. Ms. Benesh is a CPA and current member of the AICPA. Ms. Benesh is active in the community in both Detroit and New York supporting multiple non-profit organizations, including serving on the Board of the Marygrove Conservancy. Ms. Benesh is an audit committee financial expert. Throughout her career, she has performed audit services to public companies as well as gained experience with audit committees in performing the required communications and procedures . She brings valuable global financial services and corporate governance experience from her years at Deloitte working with clients in the energy and financial services industries. As a member of the Executive Team and Chief Quality Officer for Advisory Services at Deloitte, Ms. Benesh gained significant leadership and risk oversight management experience.
Howard J Siegel	68	Mr. Siegel has been a member of CME since 1977. In 1978, Mr. Siegel began his trading career at Moccatta Metals in their Class B arbitrage operations and served as an order filler until 1980. From there, he went on to fill orders and trade cattle from 1980 until 1982. At that time, Mr. Siegel became a partner and an officer in a futures commission merchant that cleared at CME until selling his ownership interest in 1990. For more than 35 years, Mr. Siegel has been an independent trader on our CME exchange. He continues to actively trade electronically in our agricultural product suite. Mr. Siegel is the Secretary and Treasurer of the CME Group Foundation. Mr. Siegel chairs our clearing house oversight committee. In addition to his background as a market participant, Mr. Siegel brings to the board his valuable experience from his long-time service as a former co-chair of our clearing house risk committee. This committee, on which Mr. Siegel held a leadership position from 2004 to August 2021, includes key representation from our clearing firm community. Mr. Siegel's long-time involvement as co-chair has fostered important relationships with our trading community and our Clearing House management and has greatly expanded his knowledge of our financial safeguards resources. Mr. Siegel now serves as the Chair of our clearing house oversight committee.
Harold Ford Jr	54	For 2024, Charles P. Carey, Timothy S. Bitsberger, Elizabeth A. Cook, Harold Ford Jr., Daniel R. Glickman, Phyllis M. Lockett, Terry L Savage and Rahael Seifu served as members of the compensation committee. During 2024, none of the members of the compensation committee had served at any time as an officer or employee of CME Group. None of the members of the compensation committee has any relationship with us other than service as a director or member of one of our exchanges, except for (i) Mr. Carey serves as a member of our Agricultural Markets Advisory Council
Elizabeth A Cook	64	Ms. Cook has been a member of CME since 1983, starting her career in 1978 as a runner for Clayton Brokerage Inc. She is a member of the board's compensation and audit committees. Ms. Cook actively participates as co-chair of the CME arbitration and floor conduct committees and serves on the board of the CME Gratuity Fund. In addition, she serves on CME's membership and business conduct committees and continues her involvements with our political action committee. Ms. Cook is the founder and owner of MiCat Group LLC, a firm specializing in option execution services focusing on equities, FX and interest rates. She also serves as president of Lucky Star LLC, a commercial property management company. Ms. Cook serves as President of Women in Listed Derivatives Gives Back and on the board of trustees of Associated Colleges of Illinois. Her external activities include NACD Governance Fellow and completion of its Director Professionalism course, member of Business Executives for National Security, Ambassador of the Navy SEAL Foundation, Ambassador for The ALS United Greater Chicago and an active supporter of Honor Flight Chicago. Ms. Cook has participated in numerous risk and audit educational programs and as a long-time market participant has significant risk management experience. Ms. Cook brings her experience as a member since 1983 with a focus on our options complex, particularly FX and Eurodollar (now SOFR) options. Through her service on our disciplinary committees, Ms. Cook has gained insight into hearing and reviewing disciplinary charges and determining appropriate action. Ms. Cook, as a long-time user of our markets, has gained an understanding of our customer-facing systems and controls. Through her participation in the NACD's educational program, she has been recognized as a Governance Fellow gaining insight into best practices relating to corporate governance and board operations.
Dennis A Suskind	82	Mr. Suskind has served as our independent Lead Director since May 2023. Mr. Suskind is a retired General Partner of Goldman Sachs & Co. He was an Executive Vice President at J. Aron and Company prior to its acquisition by Goldman Sachs in 1980. He joined J. Aron in 1961. During his tenure in trading, Mr. Suskind served as Vice Chairman of NYMEX, Vice Chairman of COMEX, a member of the board of the Futures Industry Association, a member of the board of International Precious Metals Institute, and a member of the boards of the Gold and Silver Institutes in Washington, DC. Mr. Suskind previously served on the board of NYMEX Holdings, Inc. until our acquisition in 2008. He also served as a director of Liquid Holdings Group, Inc. from 2012 to 2016. As a retired General Partner of Goldman Sachs, Mr. Suskind brings invaluable experience as a leader in the international metals derivatives business. While he was at Goldman Sachs, he led a team responsible for educating producers and consumers on the benefits of using futures as their pricing medium. Under his leadership, Goldman Sachs worked closely with the CFTC on developing hedging exemptions and went on to build the industry's largest precious metal arbitrage business. He is a recipient of a distinguished achievement award from the International Precious Metals Institute and was inducted into the Futures Industry Association Hall of Fame in 2005. Mr. Suskind has served as Chair of our risk committee since its inception in 2014 and brings with him his risk management experience from his role at Goldman Sachs and from his service as Vice Chairman of the Board of Bridge Bancorp, Inc. (now Dime Community Bancshares, Inc. following its merger), where he chaired the risk, compensation and governance committees. Through his external public company directorships, he also has gained experience in corporate governance practices.	BRIDGE BANCORP, INC.
Deborah J Lucas	66	Ms. Lucas has served as the Sloan Distinguished Professor of Finance at the MIT Sloan School of Management since 2011 and as the Director of the MIT Golub Center for Finance and Policy from 2012. Her current research focuses on government financial institutions and financial policy, and she teaches on futures and options, and fixed income securities and derivatives. She serves on an advisory board for the Urban Institute. She is a trustee of the NBER pension plans, an associate editor for the Annual Review of Financial Economics and a member of the Shadow Open Market Committee. Ms. Lucas is currently a visiting scholar at the International Monetary Fund. Previous appointments include assistant and associate director at the Congressional Budget Office; professor at Northwestern University's Kellogg School; chief economist at the Congressional Budget Office; and senior staff economist at the Council of Economic Advisers. She serves on the board of P/E Investments, a privately held company, and of NatureServe, a non-profit company. She has been an independent director on several corporate and non-profit boards, including the Federal Home Loan Bank of Chicago. Ms. Lucas brings her tenured career as a leading business school academic and an innovative leader in the public sector. Her current research focuses on applying the principles of financial economics to evaluating the costs and risks of governments' financial investments and activities. Her academic publications cover a wide range of topics, including the effect of idiosyncratic risk on asset prices and portfolio choice, dynamic models of corporate finance, financial institutions, monetary economics and valuation of government guarantees. She held several top leadership roles at the Congressional Budget Office, and developed strategies for the analysis of the costs and risks of federal credit and guarantee activities. She has testified before the U.S. Congress on Fannie Mae and Freddie Mac, student loans, and strategically important financial institutions.
Daniel R Glickman	80	Ms. Seifu has served as Director, Legal at Google LLC since November 2022 where she manages a team of lawyers supporting products and systems that enable Google services, such as privacy and data protection, content and child safety, user experience, customer support, GenAI tools, and support of Google's internal business functions. She has been an attorney at Google since April 2014 and served as the first acting Chief of Staff for the Legal Department and lead counsel to Google's Chief Information Officer and their organization. Prior to joining Google, Ms. Seifu was a Corporate Associate at Morrison & Foerster LLP from 2013 to 2014, where she focused on mergers and acquisitions and provided corporate governance guidance for public company boards and special committees. Ms. Seifu worked from 2008 to 2013 as a Corporate Associate at Davis Polk & Wardwell LLP, where she focused on mergers and acquisitions, investments, and various other corporate transactions. She also advised clients on regulatory compliance, securities law reporting, and corporate governance matters. Immediately following graduation from Yale Law School, Ms. Seifu served as a law clerk to the Honorable George B. Daniels of the Southern District of New York. Ms. Seifu's responsibilities at Google have included counsel on privacy and security matters, including matters related to Google's systems, assessments of vendor systems and implementation of controls to minimize security and privacy risks. She has also advised a number of internal teams on technology matters relating to systems safeguards, including mitigating risk related to new system integrations, access controls and contractual and procedural requirements designed to ensure third party compliance with Google’s security standards. Additionally, in her previous role as the first Chief of Staff for the Google Legal Department, Ms. Seifu was responsible for implementing strategy for the global organization and establishing processes to effectively manage the legal team.
Daniel G Kaye	70	Mr. Kaye served as Interim CFO and Treasurer of HealthEast Care System from 2013 to 2014. Prior to joining HealthEast, Mr. Kaye spent 35 years with Ernst & Young LLP, from which he retired in 2012. Throughout his time at Ernst & Young, where he was an audit partner for 25 years, Mr. Kaye enjoyed a track record of increasing leadership and responsibilities, including serving as the New England Managing Partner and the Midwest Managing Partner of Assurance. Mr. Kaye serves on the compensation committee of Alliance Bernstein and on the audit (Chair) and nomination and governance committee (Chair) committees of Equitable Holdings, Inc. (formerly AXA Equitable Holdings). He served as a director of Ferrellgas Partners LP (2012 to 2015). Mr. Kaye is a CPA and NACD Board Leadership Fellow. Mr. Kaye is an audit committee financial expert with broad boardroom, financial services and operations experience. He has served on three other public company boards and several not-for-profit entities. His public company experience includes audit committee and nominating and corporate governance chairmanships, as well as audit, compensation, executive, finance and risk committee participation. Through his years at Ernst & Young (serving primarily as an audit partner in the financial services industry), he brings significant GAAP/SEC accounting and reporting, and regulatory risk management and compliance experience. This expertise includes technological controls and testing as they relate to internal controls over financial reporting. Mr. Kaye gained significant leadership and operations experience by heading various Ernst and Young business units over ten years, and acting as interim CFO and Treasurer for a hospital system.
Charles P Carey	71	Mr. Carey served as our Vice Chairman from 2007 to 2010 in connection with our merger with CBOT Holdings, Inc. Prior to our merger, Mr. Carey served as Chairman of CBOT since 2003, as Vice Chairman from 2000 to 2002, as First Vice Chairman during 1993 and 1994 and as a board member of CBOT from 1997 to 1999 and from 1990 to 1992. Mr. Carey was an owner of HC Technologies LLC until its sale in 2023. He has been a member of CBOT since 1978 and was a member of the MidAmerica Commodity Exchange from 1976 to 1978. Mr. Carey previously served on the board of CBOT Holdings, Inc. until our merger in 2007. Mr. Carey serves as Chairman of the CME Group Foundation and is a member of our Agricultural Markets Advisory Council. Mr. Carey brings to the board his long-time experience in the derivatives industry through his prior service as Chairman and Vice Chairman of CBOT and through his tenured trading career. Also, in his role as Chairman of CBOT, Mr. Carey served as an advocate for the company in the industry and with regulators and the government. Mr. Carey, through his trading activity, has familiarity with many of our customer-facing systems and controls. He also served as our board representative on BM&FBovespa (now B3), from 2012 to 2017, one of the main financial market infrastructure companies in the world and headquartered in Brazil, and has also provided valuable assistance with respect to the development of our soybean futures complex with a focus on the Latin American market.
Bryan T Durkin	64	Mr. Durkin has served as a member of our board since May 2020. Mr. Durkin served as an advisor to our CEO from May 2020 through September 2021. Formerly, Mr. Durkin served as President of CME Group from 2016, overseeing the company's Technology, Global Operations, International and Data Services businesses. Mr. Durkin previously served as our Chief Commercial Officer since 2014 and as Chief Operating Officer since 2007. As part of his responsibilities, he led the global integrations following CME's merger with CBOT in 2007 and CME Group's acquisition of NYMEX in 2008. Before joining CME Group, Mr. Durkin served as Executive Vice President and Chief Operating Officer of the CBOT. Prior to that role, he was in charge of CBOT's Office of Investigations and Audits. His career with both CME Group and CBOT has spanned more than 30 years. He previously served as a member of the COMEX Governors Committee and the CFTC's Technology Advisory Committee and Energy and Environmental Markets Advisory Committee. Mr. Durkin serves on the Board of Advisors for Misericordia and on the Board of Trustees for Lewis University. Mr. Durkin has been involved in our industry for more than 30 years. He served as CME Group’s President, and Chief Regulatory Officer and Administrator of Investigations at CBOT, overseeing all aspects of market regulation and surveillance as well as regulatory functions. During his tenure at CBOT, he was the primary liaison to U.S. and foreign regulators. Mr. Durkin's responsibilities also included oversight of CBOT’s outsourcing of clearing. In his career at CME Group, he oversaw our International, Planning and Execution, Data Services, Optimization Services, Cash Markets, Client Development & Research, Products & Services and Marketing functions. Through his oversight responsibility of our technology and trading operations, which functions are highly regulated by the CFTC and are subject to testing and system safeguards requirements, Mr. Durkin has gained experience with risk, compliance, monitoring and the reporting aspects of key control functions. Mr. Durkin also previously served as a member of the company's Crisis Management Team, which is the chief decision management body during a major disruption to our normal business operations. His career also included prior service on the boards of directors of Bursa Malaysia Derivatives Berhad and its clearing house, Bursa Malaysia Derivatives Clearing Berhad, in connection with one of our former strategic investments and commercial arrangements.

Name and Principal Position 1	Year	Salary		Stock Awards 2		Non-Equity Incentive Plan Compensation 3		Change in Pension Value and Non-Qualified Deferred Compensation Earnings 4		All Other Compensation 5		Total
Terrence A. Duffy Chairman and Chief Executive Officer 6	2024	$	2,000,000	$	13,512,333	$	7,452,800	$	58,832	$	921,624	$	23,945,589
	2023	2,000,000		12,594,380		7,907,600		55,146		910,874		23,468,000
	2022	2,000,000		12,530,269		7,770,711		36,092		606,005		22,943,077
Lynne C. Fitzpatrick President and Chief Financial Officer 7	2024	559,615		1,773,691		1,014,369		8,718		86,872		3,443,265
	2023	400,000		1,259,417		786,959		48,547		64,817		2,559,740
Derek L. Sammann Global Head of Commodities Markets 8	2024	525,000		1,773,691		978,180		30,234		126,399		3,433,504
	2023	525,000		1,653,148		1,037,873		64,365		131,655		3,412,041
Julie M. Winkler Chief Commercial Officer 9	2024	525,000		1,773,691		978,180		24,015		114,220		3,415,106
Sunil K. Cutinho Chief Information Officer	2024	525,000		1,773,691		978,180		20,146		114,220		3,411,237
	2023	525,000		1,653,148		1,037,873		64,541		114,473		3,395,035
	2022	525,000		1,644,595		1,026,035		—		89,693		3,285,323

Customer name	Ticker
Comerica Incorporated	CMA
Fidelity National Financial, Inc.	FNF
Fifth Third Bancorp	FITB
First American Financial Corporation	FAF
First American Financial Corporation	FAF
Franklin Resources, Inc.	BEN
General Mills, Inc.	GIS
Hormel Foods Corporation	HRL
Old Republic International Corporation	ORI
Raymond James Financial, Inc.	RJF
Safeguard Scientifics, Inc.	SFE

Owner	Position	Direct Shares	Indirect Shares
DUFFY TERRENCE A	-	94,557	0
Hobert William W	-	85,719	40,000
Durkin Bryan T	-	55,142	0
DUFFY TERRENCE A	-	53,205	0
SIEGEL HOWARD J	-	46,912	21,873
Holzrichter Julie	-	40,437	0
GERDES LARRY G	-	36,651	0
Holzrichter Julie	-	31,990	0
Piell Hilda Harris	-	30,900	0
Piell Hilda Harris	-	27,046	0
Winkler Julie	-	25,373	0
GEPSMAN MARTIN J	-	25,067	0
Tobin Jack J	-	23,739	0
Cutinho Sunil	-	23,206	0
Winkler Julie	-	21,885	0
Vroman Ken	-	14,993	0
Fitzpatrick Lynne	-	14,015	0
GLICKMAN DANIEL R	-	14,008	2,100
Bitsberger Timothy S.	-	10,589	0
Sammann Derek	-	9,694	12,239
Sammann Derek	-	9,417	8,336
Sprague Suzanne	-	8,036	0
McCourt Timothy Francis	-	7,275	0
Sprague Suzanne	-	6,972	0
Marcus Jonathan L	-	6,708	0
Kaye Daniel G	-	3,668	0
Lucas Deborah J	-	3,356	0
Lockett Phyllis M	-	3,108	0
Suskind Dennis	-	2,915	0
Marcus Jonathan L	-	2,636	0
SHEPARD WILLIAM R	-	2,443	257,061
SAVAGE TERRY L	-	0	17,441
Cook Elizabeth A	-	0	20

Large accelerated filer

Accelerated filer

Non-accelerated filer

¨ (Do not check if a smaller reporting company)

Smaller reporting company