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ý
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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36-4459170
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(State or Other Jurisdiction of
Incorporation or Organization)
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(IRS Employer
Identification No.)
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20 South Wacker Drive, Chicago, Illinois
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60606
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(Address of Principal Executive Offices)
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(Zip Code)
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Title Of Each Class
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Name Of Each Exchange On Which Registered
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Class A Common Stock $0.01 par value
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NASDAQ GLOBAL SELECT MARKET
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Large accelerated filer
x
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Accelerated filer
o
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Non-accelerated filer
o
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(Do not check if a smaller reporting company)
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Smaller reporting company
o
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Documents
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Form 10-K Reference
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Portions of the CME Group Inc.’s Proxy Statement for the 2013 Annual Meeting of Shareholders
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Part III
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Page
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Item 1.
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Item 1A.
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Item 1B.
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Item 2.
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Item 3.
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Item 4.
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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Item 15.
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•
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increasing competition by foreign and domestic entities, including increased competition from new entrants into our markets and consolidation of existing entities;
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•
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our ability to keep pace with rapid technological developments, including our ability to complete the development, implementation and maintenance of the enhanced functionality required by our customers while ensuring that such technology is not vulnerable to security risks;
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•
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our ability to continue introducing competitive new products and services on a timely, cost-effective basis, including through our electronic trading capabilities, and our ability to maintain the competitiveness of our existing products and services, including our ability to provide effective services to the over-the-counter market;
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•
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our ability to adjust our fixed costs and expenses if our revenues decline;
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•
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our ability to maintain existing customers, develop strategic relationships and attract new customers;
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•
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our ability to expand and offer our products outside the United States;
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•
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changes in domestic and non-U.S. regulations, including the impact of any changes in domestic and foreign laws or government policy with respect to our industry, including any changes to regulations and policies that require increased financial and operational resources from us or our customers;
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•
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the costs associated with protecting our intellectual property rights and our ability to operate our business without violating the intellectual property rights of others;
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•
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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;
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•
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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;
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•
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the ability of our financial safeguards package to adequately protect us from the credit risks of clearing members;
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•
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the ability of our compliance and risk management methods to effectively monitor and manage our risks, including our ability to prevent errors and misconduct and protect our infrastructure against security breaches and misappropriation of our intellectual property assets;
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•
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changes in price levels and volatility in the derivatives markets and in underlying equity, foreign exchange, interest rate and commodities markets;
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•
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economic, political and market conditions, including the volatility of the capital and credit markets and the impact of economic conditions on the trading activity of our current and potential customers stemming from the continued uncertainty in the financial markets;
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•
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our ability to accommodate increases in contract volume and order transaction traffic without failure or degradation of the performance of our trading and clearing systems;
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•
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our ability to execute our growth strategy and maintain our growth effectively;
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•
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our ability to manage the risks and control the costs associated with our acquisition, investment and alliance strategy;
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•
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our ability to continue to generate funds and/or manage our indebtedness to allow us to continue to invest in our business;
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•
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industry and customer consolidation;
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•
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decreases in trading and clearing activity;
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•
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the imposition of a transaction tax or user fee on futures and options on futures transactions and/or repeal of the 60/40 tax treatment of such transactions;
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•
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the unfavorable resolution of material legal proceedings; and
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•
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the seasonality of the futures business.
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ITEM 1.
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BUSINESS
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Product Line
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2012
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2011
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2010
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Interest rate
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25
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%
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27
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%
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27
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%
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Equity
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19
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21
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21
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Foreign exchange
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7
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7
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7
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Agricultural commodity
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16
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13
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12
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Energy
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27
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26
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27
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Metal
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6
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6
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6
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Trading Venue
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2012
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2011
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2010
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Electronic
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76
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%
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75
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%
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74
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%
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Open outcry
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7
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9
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10
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Privately negotiated
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6
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5
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5
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CME ClearPort (OTC)
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11
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11
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11
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•
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certainty of execution;
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•
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vast capabilities to facilitate complex and demanding trading;
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•
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direct market access;
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•
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fairness, price transparency and anonymity; and
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•
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global distribution, including connection through high-speed international telecommunications hubs in key financial centers in Europe, Asia and Latin America, and hosting or global order routing to our global partner exchanges.
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•
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depth and liquidity of markets;
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•
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transaction costs;
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•
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breadth of product offerings and rate and quality of new product development;
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•
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ability to position and expand upon existing products to address changing market needs;
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•
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transparency, reliability and anonymity in transaction processing;
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•
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connectivity, accessibility and distribution;
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•
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technological capability and innovation;
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•
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efficient and secure settlement, clearing and support services;
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•
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regulatory environment; and
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•
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reputation.
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price transparency,
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•
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liquid markets to minimize transaction cost,
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•
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market integrity,
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•
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customer protection, and
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•
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the safety and soundness of central counterparty clearing services.
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•
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Changes to the core principles for designated contract markets, including any changes to the rules implementing the competitive execution requirements of Core Principle 9
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Rules promulgated under this provision may require us to make modifications to the manner in which certain of our contracts trade and/or require that such products be de-listed as futures and re-listed as swaps after a specified compliance period.
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•
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Changes to the self-regulatory model, which, if modified, could alter the manner in which we currently oversee our marketplace. We believe that we are best positioned to continue to conduct financial and market surveillance of our clearing firms.
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The implementation of the position limit rules, which could have a significant impact on our commodities business relative to such markets abroad given that it does not appear that foreign jurisdictions will impose position limits rules as stringent as those adopted by the CFTC. Although the CFTC adopted new position limits, they were subsequently vacated by the U.S. District Court for the District of Columbia and remanded back to the CFTC.
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•
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Concerns regarding the "one size fits all" rules for capital charges implementing Basel III, as well as whether we will be deemed a "qualified" central counterparty, and the risk that these new standards may impose overly burdensome capital requirements on our clearing members and customers, which may eliminate the incentives to trade liquid exchange-traded derivatives instead of other derivatives products with higher risk profiles.
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•
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The potential elimination of the 60/40 tax treatment of certain of our derivatives contracts, which would impose a significant increase in tax rates applicable to our market participants, and could result in a decrease in their trading activity.
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The implementation of mechanisms to further protect customer funds at the futures commission merchant level, and to restore confidence in the derivatives markets.
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2012
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2011
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2010
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Trading during non-U.S. hours
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17
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%
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16
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%
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15
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%
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Trading through telecommunication hubs
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15
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%
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8
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%
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9
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%
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ITEM 1A.
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RISK FACTORS
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•
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economic, political and geopolitical market conditions;
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•
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volatile weather patterns, droughts, natural disasters and other catastrophes;
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•
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broad trends in industry and finance;
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•
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changes in price levels, contract volumes and volatility in the derivatives markets and in underlying equity, foreign exchange, interest rate and commodity markets;
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•
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changes in global or regional demand or supply shifts in commodities underlying our products;
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•
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legislative and regulatory changes, including any direct or indirect restrictions on or increased costs associated with trading in our markets;
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•
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competition;
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•
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changes in government monetary policies, especially central bank decisions related to quantitative easing;
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•
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availability of capital to our market participants and their appetite for risk-taking;
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•
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levels of assets under management; and
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•
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consolidation in our customer base and within our industry.
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•
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respond more quickly to competitive pressures, including responses based upon their corporate governance structures, which may be more flexible and efficient than our corporate governance structure;
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•
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develop products that are preferred by our customers;
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•
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develop risk transfer products that compete with our products;
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•
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price their products and services more competitively;
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•
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develop and expand their network infrastructure and service offerings more efficiently;
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•
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utilize better, more user-friendly and more reliable technology;
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•
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take greater advantage of acquisitions, alliances and other opportunities;
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•
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more effectively market, promote and sell their products and services;
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•
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better leverage existing relationships with customers and alliance partners or exploit better recognized brand names to market and sell their services; and
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•
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exploit regulatory disparities between traditional, regulated exchanges and alternative markets that benefit from a reduced regulatory burden and lower-cost business model.
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•
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provide reliable and cost-effective services to our customers;
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•
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develop, in a timely manner, the required functionality to support electronic trading in our key products in a manner that is competitive with the functionality supported by other electronic markets;
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•
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match fees of our competitors that offer only electronic trading facilities;
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•
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attract independent software vendors to write front-end software that will effectively access our electronic trading system and automated order routing system;
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•
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respond to technological developments or service offerings by competitors; and
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•
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generate sufficient revenue to justify the substantial capital investment we have made and will continue to make to enhance our electronic trading platform.
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•
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unanticipated disruptions in service to our customers;
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•
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slower response times;
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•
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delays in our customers' trade execution;
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•
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failed settlement of trades;
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•
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incomplete or inaccurate accounting, recording or processing of trades;
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•
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financial losses;
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•
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security breaches;
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•
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litigation or other customer claims;
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•
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loss of customers; and
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•
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regulatory sanctions.
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•
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restrictions on the use of trading terminals or the contracts that may be traded;
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•
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becoming subject to extensive regulations and oversight, tariffs and other trade barriers;
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•
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difficulties in staffing and managing foreign operations;
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•
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general economic and political conditions in the countries from which our markets are accessed, which may have an adverse effect on our volume from those countries; and
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•
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potentially adverse tax consequences.
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•
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require us to dedicate a significant portion of our cash flow from operations to payments on our debt, thereby reducing the availability of cash flows to fund capital expenditures, to pursue acquisitions or investments, to pay dividends and for general corporate purposes;
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•
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increase our vulnerability to general adverse economic conditions;
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•
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limit our flexibility in planning for, or reacting to, changes in or challenges relating to our business and industry; and
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•
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place us at a competitive disadvantage against any less leveraged competitors.
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ITEM 1B.
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UNRESOLVED STAFF COMMENTS
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ITEM 2.
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PROPERTIES
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Location
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Primary Use
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Owned/Leased
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Lease Expiration
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Approximate Size
(in square feet)
(1)
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20 South Wacker Drive Chicago, Illinois
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Global headquarters and office space
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Leased
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2022
(2)
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490,000
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141 West Jackson
Chicago, Illinois
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Chicago trading floor and office space
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Leased
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2027
(3)
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150,000
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333 S. LaSalle
Chicago, Illinois
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Chicago trading floor and office space
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Owned
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N/A
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300,000
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550 West Washington
Chicago, Illinois
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Office space
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Leased
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2023
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250,000
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One North End
New York, New York
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New York trading floor and office space
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Mixed
(4)
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2069
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500,000
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(5)
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One New Change London
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Office space
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Leased
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2026
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40,000
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Annex Data Center
Chicagoland area
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Business continuity
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Leased
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2019
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100,000
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Remote Data Center
Chicagoland area
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Business continuity
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Leased
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2017
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50,000
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Data Center 3
Chicagoland area
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Business continuity and co-location
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Owned
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N/A
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430,000
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4800 Main Street
Kansas City, Missouri |
Kansas City trading floor and office space
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Mixed
(6)
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N/A
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166,000
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(1)
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Size represents the amount of space leased or owned by us unless otherwise noted.
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(2)
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The initial lease expires in 2022 with two consecutive options to extend the term for seven and ten years, respectively.
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(3)
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The initial lease expires in 2027 and contains options to extend the term and expand the premises.
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(4)
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The One North End property is subject to a ground lease with the Battery Park City Authority for the site of our New York offices and trading facility. In accordance with the terms of the lease, we are deemed to lease the building and its improvements from the landlord. We do not make lease payments to the landlord related to the building and we receive the financial benefit of the rental income.
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(5)
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We occupy approximately 350,000 square feet of the One North End Building.
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(6)
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This property is owned by Board of Trade Investment Company (BOTIC). KCBT maintains a 51% controlling interest in BOTIC.
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ITEM 3.
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LEGAL PROCEEDINGS
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ITEM 4.
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MINE SAFETY DISCLOSURES
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ITEM 5.
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MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
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2012
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High
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Low
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2011
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High
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Low
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First Quarter
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$
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59.73
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$
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45.20
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First Quarter
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$
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63.40
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$
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56.06
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Second Quarter
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58.24
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50.70
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Second Quarter
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62.15
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52.45
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Third Quarter
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59.35
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49.83
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Third Quarter
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59.80
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47.43
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Fourth Quarter
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57.89
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50.12
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Fourth Quarter
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59.73
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45.20
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Record Date
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Dividend per Share
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Record Date
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Dividend per Share
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March 10, 2012
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$
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0.45
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March 10, 2011
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$
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0.28
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March 10, 2012
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0.60
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June 10, 2011
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0.28
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June 10, 2012
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0.45
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September 10, 2011
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0.28
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September 10, 2012
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0.45
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December 10, 2011
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0.28
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December 10, 2012
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0.45
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December 17, 2012
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1.30
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2008
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2009
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2010
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2011
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2012
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||||||||||
CME Group Inc.
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$
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31.07
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$
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51.04
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$
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49.64
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$
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38.39
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$
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42.38
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S&P 500
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63.00
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79.67
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91.67
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|
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93.61
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|
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108.59
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|||||
Peer Group
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37.87
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39.89
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45.92
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45.66
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50.98
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Period
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(a) Total Number
of Shares (or Units)
Purchased
(1)
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(b) Average Price
Paid Per Share (or Unit)
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(c) Total Number of
Shares (or Units) Purchased as
Part of Publicly
Announced
Plans or Programs
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(d) Maximum Number (or Approximate Dollar Value)
of Shares (or Units) that May Yet Be Purchased Under
the Plans or Programs
(in millions)
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||||||
October 1 to October 31
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—
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$
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—
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—
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$
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—
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November 1 to November 30
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—
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—
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—
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—
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December 1 to December 31
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9,375
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|
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51.23
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—
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—
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Total
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9,375
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—
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(1)
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Shares purchased consist of an aggregate of
9,375
shares of Class A common stock surrendered to satisfy employee tax obligations upon the vesting of restricted stock.
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ITEM 6.
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SELECTED FINANCIAL DATA
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Year Ended or At December 31
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||||||||||||||||||
(in millions, except per share data)
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2012
|
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2011
|
|
2010
|
|
2009
|
|
2008
|
||||||||||
Income Statement Data:
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|
|
|
|
|
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|
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||||||||||
Total revenues
|
|
$
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2,914.6
|
|
|
$
|
3,280.6
|
|
|
$
|
3,003.7
|
|
|
$
|
2,612.8
|
|
|
$
|
2,561.0
|
|
Operating income
|
|
1,692.0
|
|
|
2,021.1
|
|
|
1,831.1
|
|
|
1,589.1
|
|
|
1,582.2
|
|
|||||
Non-operating income (expense)
|
|
1.4
|
|
|
(84.6
|
)
|
|
(109.2
|
)
|
|
(151.6
|
)
|
|
(334.2
|
)
|
|||||
Income before income taxes
|
|
1,693.4
|
|
|
1,936.5
|
|
|
1,721.9
|
|
|
1,437.5
|
|
|
1,248.0
|
|
|||||
Net income attributable to CME Group
|
|
896.3
|
|
|
1,812.3
|
|
|
951.4
|
|
|
825.8
|
|
|
715.5
|
|
|||||
Earnings per common share attributable to CME Group:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
$
|
2.71
|
|
|
$
|
5.45
|
|
|
$
|
2.87
|
|
|
$
|
2.49
|
|
|
$
|
2.44
|
|
Diluted
|
|
2.70
|
|
|
5.43
|
|
|
2.86
|
|
|
2.48
|
|
|
2.43
|
|
|||||
Cash dividends per share
|
|
3.70
|
|
|
1.12
|
|
|
0.92
|
|
|
0.92
|
|
|
1.92
|
|
|||||
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
|
$
|
38,863.2
|
|
|
$
|
40,758.7
|
|
|
$
|
35,046.1
|
|
|
$
|
35,651.0
|
|
|
$
|
48,158.7
|
|
Short-term debt
|
|
749.7
|
|
|
—
|
|
|
420.5
|
|
|
299.8
|
|
|
249.9
|
|
|||||
Long-term debt
|
|
2,106.8
|
|
|
2,106.8
|
|
|
2,104.8
|
|
|
2,014.7
|
|
|
2,966.1
|
|
|||||
CME Group Shareholders’ equity
|
|
21,419.1
|
|
|
21,552.0
|
|
|
20,060.1
|
|
|
19,301.0
|
|
|
18,688.6
|
|
|
|
Year Ended or At December 31
|
|||||||||||||
(in thousands, except notional value)
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|
2008
|
|||||
Average Daily Volume:
|
|
|
|
|
|
|
|
|
|
|
|||||
Product Lines:
|
|
|
|
|
|
|
|
|
|
|
|||||
Interest rate
|
|
4,834
|
|
|
6,030
|
|
|
5,449
|
|
|
4,260
|
|
|
6,085
|
|
Equity
|
|
2,560
|
|
|
3,238
|
|
|
2,907
|
|
|
2,916
|
|
|
3,663
|
|
Foreign exchange
|
|
845
|
|
|
922
|
|
|
919
|
|
|
624
|
|
|
623
|
|
Agricultural commodity
(1)
|
|
1,140
|
|
|
1,087
|
|
|
914
|
|
|
741
|
|
|
848
|
|
Energy
|
|
1,692
|
|
|
1,775
|
|
|
1,662
|
|
|
1,492
|
|
|
1,348
|
|
Metal
|
|
352
|
|
|
387
|
|
|
316
|
|
|
225
|
|
|
208
|
|
Total Average Daily Volume
|
|
11,423
|
|
|
13,439
|
|
|
12,167
|
|
|
10,258
|
|
|
12,775
|
|
Method of Trade:
|
|
|
|
|
|
|
|
|
|
|
|||||
Electronic
|
|
9,739
|
|
|
11,350
|
|
|
10,120
|
|
|
8,290
|
|
|
10,180
|
|
Open outcry
|
|
1,045
|
|
|
1,398
|
|
|
1,402
|
|
|
1,310
|
|
|
1,943
|
|
Privately negotiated
|
|
221
|
|
|
231
|
|
|
198
|
|
|
164
|
|
|
208
|
|
CME ClearPort
|
|
418
|
|
|
460
|
|
|
447
|
|
|
494
|
|
|
444
|
|
Total Average Daily Volume
|
|
11,423
|
|
|
13,439
|
|
|
12,167
|
|
|
10,258
|
|
|
12,775
|
|
Other Data:
|
|
|
|
|
|
|
|
|
|
|
|||||
Total Notional Value (in trillions)
|
|
806
|
|
|
1,068
|
|
|
994
|
|
|
813
|
|
|
1,227
|
|
Total Contract Volume (round turn trades)
|
|
2,890,036
|
|
|
3,386,716
|
|
|
3,078,149
|
|
|
2,584,891
|
|
|
2,978,459
|
|
Open Interest at Year End (contracts)
|
|
69,894
|
|
|
78,318
|
|
|
84,873
|
|
|
78,102
|
|
|
63,049
|
|
ITEM 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
•
|
Executive Summary
: Includes an overview of our business; current economic, competitive and regulatory trends relevant to our business; our current business strategy; and our primary sources of operating and non-operating revenues and expenses.
|
•
|
Critical Accounting Policies
: Provides an explanation of accounting policies which may have a significant impact on our financial results and the estimates, assumptions and risks associated with those policies.
|
•
|
Recent Accounting Pronouncements
: Includes an evaluation of recent accounting pronouncements and the potential impact of their future adoption on our financial results.
|
•
|
Results of Operations
: Includes an analysis of our
2012
,
2011
and
2010
financial results and a discussion of any known events or trends which are likely to impact future results.
|
•
|
Liquidity and Capital Resources
: Includes a discussion of our future cash requirements, capital resources, significant planned expenditures and financing arrangements.
|
•
|
Grow our core business by launching new products, expanding our existing benchmark product lines as well as improving our customer relations in order to cross-sell our products;
|
•
|
Globalize our business by expanding our presence in Europe as well as diversifying our worldwide customer base through strategic investments and relationships with other key exchanges and intermediaries around the world, including Asia, Latin America and other emerging markets, which allows us to accelerate our market penetration and improve product sales channels;
|
•
|
Expand our existing customer base and enhance our products and services offerings by targeting cross asset sales, driving international sales and generating new client participation across the world;
|
•
|
Offer a comprehensive multi-asset class clearing solution to the over-the-counter market that maximizes operational efficiency, as well as expand our over-the-counter product offerings and clearing services;
|
•
|
Establish ourselves as the leading exchange provider of information products and index services, which will allow us to create additional cross-listing opportunities and new opportunities for index creation. It will also allow us to create opportunities for licensing across global markets as well as expanding market data dissemination services to our global network of clients and exchange partners; and
|
•
|
rate structure;
|
•
|
product mix;
|
•
|
venue, and
|
•
|
the percentage of trades executed by customers who are members compared with non-member customers.
|
•
|
Communications expense includes costs for network connections for our electronic platforms and some market data customers; telecommunications costs of our exchange; and fees paid for access to external market data. This expense may be impacted by growth in electronic contract volume, our capacity requirements and changes in the number of telecommunications hubs and connections which allow customers outside the United States to access our electronic platforms directly.
|
•
|
Technology support services consist of costs related to maintenance of the hardware and software required to support our technology. Our technology support services costs are driven by system capacity, functionality and redundancy requirements.
|
•
|
Occupancy and building operations expense consists of costs related to leased and owned property including rent, maintenance, real estate taxes, utilities and other related costs. We have significant operations located in Chicago and New York City with smaller offices located throughout the world. Additionally, we have trading facilities in Chicago, New York City and Kansas City as well as data centers in various U.S. locations.
|
•
|
Licensing and other fee agreements expense includes license fees paid as a result of contract volume in equity index products, and royalty and broker rebates on energy and metals products. This expense fluctuates with changes in contract volumes as well as changes in fee structures.
|
•
|
Other expenses include marketing and travel-related expenses as well as general and administrative costs. Marketing, advertising and public relations expense includes media, print and other advertising costs, as well as costs associated with our product promotion. Other expenses also include litigation and customer settlements, impairment charges on operational assets and foreign currency transaction gains and losses resulting from changes in exchange rates on certain foreign deposits.
|
•
|
Investment income includes dividend income from our strategic equity investments; gains and losses on trading securities in our non-qualified deferred compensation plans; short-term investment of excess cash, clearing firms' cash performance bonds and guaranty fund contributions; and interest income and realized gains and losses from our marketable securities. Investment income is influenced by the amount of dividends distributed by our strategic investments, the availability of funds generated by operations; market interest rates, and changes in the levels of cash performance bonds deposited by clearing firms.
|
•
|
We use derivative financial instruments for the purpose of hedging exposures to fluctuations in interest rates. Any ineffective or excluded portion of our hedges is recognized in earnings immediately.
|
•
|
Interest and other borrowing costs are associated with various short-term and long-term funding facilities. We also maintain a commercial paper program with various financial institutions.
|
•
|
Equity in net gains (losses) of unconsolidated subsidiaries includes income and losses from our investments in S&P/Dow Jones Indices LLC, Dubai Mercantile Exchange and Bursa Malaysia Derivatives Berhad.
|
•
|
Other income (expense) includes the net gain related to the contribution of the DJI asset group and the sale of CMA as well as gains related to our former securities lending program.
|
•
|
Level 1—Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date. Assets and liabilities carried at level 1 fair value generally include U.S. Treasury securities, equity securities listed in active markets, and investments in publicly traded mutual funds with quoted market prices.
|
•
|
Level 2—Inputs are either directly or indirectly observable and corroborated by market data or are based on quoted prices in markets that are not active. Assets and liabilities carried at level 2 fair value generally include municipal bonds, asset-backed securities, U.S. government agency securities and certain derivatives.
|
•
|
Level 3—Inputs are unobservable and reflect management’s best estimate of what market participants would use in pricing the asset or liability. Generally assets and liabilities at fair value utilizing level 3 inputs include certain other assets and liabilities with inputs that require management’s judgment.
|
|
|
|
|
|
|
|
|
Year-over-Year Change
|
||||||||||
(dollars in millions, except per share data)
|
|
2012
|
|
2011
|
|
2010
|
|
2012-2011
|
|
2011-2010
|
||||||||
Total revenues
|
|
$
|
2,914.6
|
|
|
$
|
3,280.6
|
|
|
$
|
3,003.7
|
|
|
(11
|
)%
|
|
9
|
%
|
Total expenses
|
|
1,222.6
|
|
|
1,259.5
|
|
|
1,172.6
|
|
|
(3
|
)
|
|
7
|
|
|||
Operating margin
|
|
58
|
%
|
|
62
|
%
|
|
61
|
%
|
|
|
|
|
|||||
Non-operating income (expense)
|
|
$
|
1.4
|
|
|
$
|
(84.6
|
)
|
|
$
|
(109.2
|
)
|
|
(102
|
)
|
|
(22
|
)
|
Effective tax rate
|
|
46
|
%
|
|
6
|
%
|
|
45
|
%
|
|
|
|
|
|||||
Net income attributable to CME Group
|
|
$
|
896.3
|
|
|
$
|
1,812.3
|
|
|
$
|
951.4
|
|
|
(51
|
)
|
|
90
|
|
Diluted earnings per common share attributable to CME Group
|
|
2.70
|
|
|
5.43
|
|
|
2.86
|
|
|
(50
|
)
|
|
90
|
|
|||
Cash flows from operating activities
|
|
1,216.8
|
|
|
1,346.3
|
|
|
1,359.6
|
|
|
(10
|
)
|
|
(1
|
)
|
•
|
In 2012 when compared with 2011, the decrease in total revenues was attributable to lower contract volume and a decrease in market data and information services revenue as a result of the contribution of the DJI asset group. Higher contract volume as well as market data and information services revenue contributed to an increase in revenues in 2011 when compared with 2010.
|
•
|
In 2011, we recognized expenses related to the MF Global bankruptcy, resulting in a decrease in expenses in 2012 when compared with 2011 and an increase in 2011 when compared with 2010. Higher compensation and benefits
|
•
|
Non-operating income increased from 2011 to 2012 primarily as a result of the net gain from the contribution of the DJI asset group to S&P/DJI and the sale of CMA. In addition, we began recognizing our proportionate share of net income from our venture with McGraw in July 2012. The decrease in non-operating expense in 2011 compared with 2010 was attributable to lower interest expense resulting from the repayment of the $420.5 million term loan in January 2011 and the maturity of the $300.0 million floating rate notes in August 2010.
|
•
|
In 2011, we reduced our income tax provision due to a revaluation of our deferred tax liabilities resulting from a change in state tax apportionment. This revaluation contributed to an increase in the effective tax rate in 2012 when compared with 2011 and a decrease in the effective tax rate in 2011 when compared with 2010. The increase in the effective tax rate in 2012 when compared with 2011 was also due to the establishment of deferred tax liabilities associated with S&P/DJI.
|
|
|
|
|
|
|
|
|
Year-over-Year Change
|
||||||||||
(dollars in millions)
|
|
2012
|
|
2011
|
|
2010
|
|
2012-2011
|
|
2011-2010
|
||||||||
Clearing and transaction fees
|
|
$
|
2,371.5
|
|
|
$
|
2,710.9
|
|
|
$
|
2,486.3
|
|
|
(13
|
)%
|
|
9
|
%
|
Market data and information services
|
|
387.1
|
|
|
427.7
|
|
|
395.1
|
|
|
(9
|
)
|
|
8
|
|
|||
Access and communication fees
|
|
88.8
|
|
|
49.2
|
|
|
45.4
|
|
|
80
|
|
|
8
|
|
|||
Other
|
|
67.2
|
|
|
92.8
|
|
|
76.9
|
|
|
(28
|
)
|
|
21
|
|
|||
Total Revenues
|
|
$
|
2,914.6
|
|
|
$
|
3,280.6
|
|
|
$
|
3,003.7
|
|
|
(11
|
)
|
|
9
|
|
|
|
|
|
|
|
|
Year-over-Year Change
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
|
2012-2011
|
|
2011-2010
|
||||||||
Total contract volume (in millions)
|
2,890.0
|
|
|
3,386.7
|
|
|
3,078.1
|
|
|
(15
|
)%
|
|
10
|
%
|
|||
Clearing and transaction fees (in millions)
|
$
|
2,365.6
|
|
|
$
|
2,710.8
|
|
|
$
|
2,486.2
|
|
|
(13
|
)
|
|
9
|
|
Average rate per contract
|
0.819
|
|
|
0.800
|
|
|
0.808
|
|
|
2
|
|
|
(1
|
)
|
|
|
Year-over-Year Change
|
||||||
(in millions)
|
|
2012-2011
|
|
2011-2010
|
||||
Increase (decrease) due to change in total contract volume
|
|
$
|
(406.6
|
)
|
|
$
|
247.0
|
|
Increase (decrease) due to change in average rate per contract
|
|
61.4
|
|
|
(22.4
|
)
|
||
Net increase (decrease) in clearing and transaction fees
|
|
$
|
(345.2
|
)
|
|
$
|
224.6
|
|
|
|
|
|
|
|
|
|
Year-over-Year Change
|
||||
(amounts in thousands)
|
|
2012
|
|
2011
|
|
2010
|
|
2012-2011
|
|
2011-2010
|
||
Average Daily Volume by Product Line:
|
|
|
|
|
|
|
|
|
|
|
||
Interest rate
|
|
4,834
|
|
6,030
|
|
5,449
|
|
(20
|
)%
|
|
11
|
%
|
Equity
|
|
2,560
|
|
3,238
|
|
2,907
|
|
(21
|
)
|
|
11
|
|
Foreign exchange
|
|
845
|
|
922
|
|
919
|
|
(8
|
)
|
|
—
|
|
Agricultural commodity
(1)
|
|
1,140
|
|
1,087
|
|
914
|
|
5
|
|
|
19
|
|
Energy
|
|
1,692
|
|
1,775
|
|
1,662
|
|
(5
|
)
|
|
7
|
|
Metal
|
|
352
|
|
387
|
|
316
|
|
(9
|
)
|
|
23
|
|
Aggregate average daily volume
|
|
11,423
|
|
13,439
|
|
12,167
|
|
(15
|
)
|
|
10
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Average Daily Volume by Venue:
|
|
|
|
|
|
|
|
|
|
|
||
Electronic
|
|
9,739
|
|
11,350
|
|
10,120
|
|
(14
|
)
|
|
12
|
|
Open outcry
|
|
1,045
|
|
1,398
|
|
1,402
|
|
(25
|
)
|
|
—
|
|
Privately negotiated
|
|
221
|
|
231
|
|
198
|
|
(5
|
)
|
|
17
|
|
Total exchange-traded volume
|
|
11,005
|
|
12,979
|
|
11,720
|
|
(15
|
)
|
|
11
|
|
Total CME ClearPort
|
|
418
|
|
460
|
|
447
|
|
(9
|
)
|
|
3
|
|
Aggregate average daily volume
|
|
11,423
|
|
13,439
|
|
12,167
|
|
(15
|
)
|
|
10
|
|
|
|
|
|
|
|
|
|
Year-over-Year Change
|
||||
(amounts in thousands)
|
|
2012
|
|
2011
|
|
2010
|
|
2012-2011
|
|
2011-2010
|
||
Eurodollar futures and options:
|
|
|
|
|
|
|
|
|
|
|
||
Front 8 futures
|
|
1,099
|
|
1,717
|
|
1,646
|
|
(36
|
)%
|
|
4
|
%
|
Back 32 futures
|
|
579
|
|
510
|
|
357
|
|
13
|
|
|
43
|
|
Options
|
|
410
|
|
767
|
|
726
|
|
(47
|
)
|
|
6
|
|
U.S. Treasury futures and options:
|
|
|
|
|
|
|
|
|
|
|
||
10-Year
|
|
1,255
|
|
1,454
|
|
1,380
|
|
(14
|
)
|
|
5
|
|
5-Year
|
|
567
|
|
720
|
|
546
|
|
(21
|
)
|
|
32
|
|
Treasury bond
|
|
427
|
|
415
|
|
388
|
|
3
|
|
|
7
|
|
2-Year
|
|
230
|
|
297
|
|
274
|
|
(22
|
)
|
|
8
|
|
|
|
|
|
|
|
|
|
Year-over-Year Change
|
||||
(amounts in thousands)
|
|
2012
|
|
2011
|
|
2010
|
|
2012-2011
|
|
2011-2010
|
||
E-mini S&P 500 futures and options
|
|
2,016
|
|
2,605
|
|
2,285
|
|
(23
|
)%
|
|
14
|
%
|
E-mini NASDAQ 100 futures and options
|
|
254
|
|
301
|
|
317
|
|
(16
|
)
|
|
(5
|
)
|
|
|
|
|
|
|
|
|
Year-over-Year Change
|
||||
(amounts in thousands)
|
|
2012
|
|
2011
|
|
2010
|
|
2012-2011
|
|
2011-2010
|
||
Euro
|
|
290
|
|
357
|
|
367
|
|
(19
|
)%
|
|
(3
|
)%
|
Australian dollar
|
|
134
|
|
126
|
|
105
|
|
7
|
|
|
20
|
|
British pound
|
|
106
|
|
118
|
|
124
|
|
(10
|
)
|
|
(5
|
)
|
Japanese yen
|
|
99
|
|
118
|
|
131
|
|
(16
|
)
|
|
(10
|
)
|
Canadian dollar
|
|
93
|
|
92
|
|
91
|
|
1
|
|
|
1
|
|
|
|
|
|
|
|
|
|
Year-over-Year Change
|
||||
(amounts in thousands)
|
|
2012
|
|
2011
|
|
2010
|
|
2012-2011
|
|
2011-2010
|
||
Corn
|
|
392
|
|
426
|
|
358
|
|
(8
|
)%
|
|
19
|
%
|
Soybean
|
|
278
|
|
232
|
|
186
|
|
20
|
|
|
25
|
|
Wheat
(1)
|
|
129
|
|
115
|
|
109
|
|
12
|
|
|
5
|
|
Soybean Oil
|
|
118
|
|
105
|
|
89
|
|
12
|
|
|
18
|
|
|
|
|
|
|
|
|
|
Year-over-Year Change
|
||||
(amounts in thousands)
|
|
2012
|
|
2011
|
|
2010
|
|
2012-2011
|
|
2011-2010
|
||
Crude oil
|
|
729
|
|
900
|
|
853
|
|
(19
|
)%
|
|
5
|
%
|
Natural gas
|
|
600
|
|
533
|
|
489
|
|
12
|
|
|
9
|
|
Refined products
|
|
314
|
|
275
|
|
244
|
|
14
|
|
|
13
|
|
|
|
|
|
|
|
|
|
Year-over-Year Change
|
||||
(amounts in thousands)
|
|
2012
|
|
2011
|
|
2010
|
|
2012-2011
|
|
2011-2010
|
||
Gold
|
|
212
|
|
238
|
|
208
|
|
(11
|
)%
|
|
14
|
%
|
Copper
|
|
64
|
|
50
|
|
41
|
|
29
|
|
|
22
|
|
Silver
|
|
60
|
|
87
|
|
57
|
|
(31
|
)
|
|
51
|
|
|
|
|
|
|
|
|
|
Year-over-Year Change
|
||||||||||
(dollars in millions)
|
|
2012
|
|
2011
|
|
2010
|
|
2012-2011
|
|
2011-2010
|
||||||||
Compensation and benefits
|
|
$
|
496.7
|
|
|
$
|
475.7
|
|
|
$
|
432.1
|
|
|
4
|
%
|
|
10
|
%
|
Communications
|
|
40.1
|
|
|
42.3
|
|
|
40.6
|
|
|
(5
|
)
|
|
4
|
|
|||
Technology support services
|
|
50.7
|
|
|
52.1
|
|
|
50.5
|
|
|
(3
|
)
|
|
3
|
|
|||
Professional fees and outside services
|
|
126.8
|
|
|
126.1
|
|
|
117.5
|
|
|
1
|
|
|
7
|
|
|||
Amortization of purchased intangibles
|
|
116.2
|
|
|
132.0
|
|
|
128.1
|
|
|
(12
|
)
|
|
3
|
|
|||
Depreciation and amortization
|
|
136.9
|
|
|
128.5
|
|
|
129.9
|
|
|
6
|
|
|
(1
|
)
|
|||
Occupancy and building operations
|
|
77.0
|
|
|
77.5
|
|
|
74.9
|
|
|
(1
|
)
|
|
3
|
|
|||
Licensing and other fee agreements
|
|
82.6
|
|
|
84.9
|
|
|
82.6
|
|
|
(3
|
)
|
|
3
|
|
|||
Other
|
|
95.6
|
|
|
140.4
|
|
|
116.4
|
|
|
(32
|
)
|
|
21
|
|
|||
Total Expenses
|
|
$
|
1,222.6
|
|
|
$
|
1,259.5
|
|
|
$
|
1,172.6
|
|
|
(3
|
)
|
|
7
|
|
(dollars in millions)
|
|
Year-
Over-Year
Change
|
|
Change as a
Percentage of
2011 Expenses
|
|||
Salaries, benefits and employer taxes
|
|
$
|
15.0
|
|
|
1
|
%
|
Stock-based compensation
|
|
10.1
|
|
|
1
|
|
|
Non-qualified deferred compensation
|
|
5.7
|
|
|
—
|
|
|
Bonus expense
|
|
(15.2
|
)
|
|
(1
|
)
|
|
Amortization of purchased intangibles
|
|
(15.9
|
)
|
|
(1
|
)
|
|
MF Global-related expense
|
|
(27.6
|
)
|
|
(3
|
)
|
|
Other expenses, net
|
|
(9.0
|
)
|
|
—
|
|
|
Total
|
|
$
|
(36.9
|
)
|
|
(3
|
)%
|
(dollars in millions)
|
|
Year-
Over-Year
Change
|
|
Change as a
Percentage of
2010 Expenses
|
|||
Salaries, benefits and employer taxes
|
|
$
|
44.2
|
|
|
4
|
%
|
MF Global-related expense
|
|
29.1
|
|
|
2
|
|
|
Stock-based compensation
|
|
10.5
|
|
|
1
|
|
|
Marketing expense
|
|
7.0
|
|
|
1
|
|
|
Professional fees related to Index Services
|
|
(10.7
|
)
|
|
(1
|
)
|
|
CMA goodwill and trade name impairment
|
|
(20.5
|
)
|
|
(2
|
)
|
|
Other expenses, net
|
|
27.3
|
|
|
2
|
|
|
Total
|
|
$
|
86.9
|
|
|
7
|
%
|
|
|
|
|
|
|
|
|
Year-over-Year Change
|
||||||||||
(dollars in millions)
|
|
2012
|
|
2011
|
|
2010
|
|
2012-2011
|
|
2011-2010
|
||||||||
Investment income
|
|
$
|
38.7
|
|
|
$
|
36.7
|
|
|
$
|
42.3
|
|
|
5
|
%
|
|
(13
|
)%
|
Impairment of long-term investments
|
|
—
|
|
|
—
|
|
|
(2.2
|
)
|
|
—
|
|
|
(100
|
)
|
|||
Gains (losses) on derivative investments
|
|
(0.1
|
)
|
|
(0.1
|
)
|
|
(2.6
|
)
|
|
—
|
|
|
(96
|
)
|
|||
Interest and other borrowing costs
|
|
(132.2
|
)
|
|
(116.9
|
)
|
|
(140.3
|
)
|
|
13
|
|
|
(17
|
)
|
|||
Equity in net gains (losses) of unconsolidated subsidiaries
|
|
30.7
|
|
|
(4.3
|
)
|
|
(6.4
|
)
|
|
n.m.
|
|
|
(33
|
)
|
|||
Other income (expense)
|
|
64.3
|
|
|
—
|
|
|
—
|
|
|
n.m.
|
|
|
—
|
|
|||
Total Non-Operating
|
|
$
|
1.4
|
|
|
$
|
(84.6
|
)
|
|
$
|
(109.2
|
)
|
|
(102
|
)
|
|
(22
|
)
|
|
|
|
|
|
|
|
|
Year-over-Year Change
|
||||||||||||
(dollars in millions)
|
|
2012
|
|
2011
|
|
2010
|
|
2012-2011
|
|
2011-2010
|
||||||||||
Weighted average borrowings outstanding
|
|
$
|
2,344.1
|
|
|
$
|
2,155.8
|
|
|
$
|
2,668.1
|
|
|
$
|
188.3
|
|
|
$
|
(512.3
|
)
|
Weighted average effective yield
|
|
5.06
|
%
|
|
5.18
|
%
|
|
4.96
|
%
|
|
(0.12
|
)%
|
|
0.22
|
%
|
|||||
Average cost of borrowing
(1)
|
|
5.66
|
|
|
5.47
|
|
|
5.24
|
|
|
0.19
|
|
|
0.23
|
|
|
2012
|
|
2011
|
|
2010
|
|
Year-over-Year Change
|
|||||||
2012-2011
|
|
2011-2010
|
||||||||||||
Year ended December 31
|
46.5
|
%
|
|
6.3
|
%
|
|
44.7
|
%
|
|
40.2
|
%
|
|
(38.4
|
)%
|
(in millions)
|
|
Operating
Leases
|
|
Purchase
Obligations
|
|
Other
Long-Term
Liabilities
|
|
Total
(1)
|
||||||||
Year
|
|
|
|
|
|
|
|
|
||||||||
2013
|
|
$
|
28.7
|
|
|
$
|
16.6
|
|
|
$
|
46.4
|
|
|
$
|
91.7
|
|
2014-2015
|
|
58.0
|
|
|
17.7
|
|
|
—
|
|
|
75.7
|
|
||||
2016-2017
|
|
58.2
|
|
|
1.5
|
|
|
—
|
|
|
59.7
|
|
||||
Thereafter
|
|
152.9
|
|
|
1.0
|
|
|
—
|
|
|
153.9
|
|
||||
Total
|
|
$
|
297.8
|
|
|
$
|
36.8
|
|
|
$
|
46.4
|
|
|
$
|
381.0
|
|
(1)
|
Gross unrecognized income tax liabilities, including interest and penalties, of
$57.8 million
for uncertain tax positions are not included in the table due to uncertainty about the date of their settlement.
|
|
|
|
|
|
|
|
|
Year-over-Year Change
|
||||||||||
(dollars in millions)
|
|
2012
|
|
2011
|
|
2010
|
|
2012-2011
|
|
2011-2010
|
||||||||
Net cash provided by operating activities
|
|
$
|
1,216.8
|
|
|
$
|
1,346.3
|
|
|
$
|
1,359.6
|
|
|
(10
|
)%
|
|
(1
|
)%
|
Net cash used in investing activities
|
|
(206.0
|
)
|
|
(153.6
|
)
|
|
(111.6
|
)
|
|
35
|
|
|
38
|
|
|||
Net cash used in financing activities
|
|
(448.4
|
)
|
|
(1,005.6
|
)
|
|
(653.4
|
)
|
|
(55
|
)
|
|
54
|
|
|
|
||
(in millions)
|
Par Value
|
||
Fixed rate notes due August 2013, stated rate of 5.40%
|
$
|
750.0
|
|
Fixed rate notes due February 2014, stated rate of 5.75%
|
750.0
|
|
|
Fixed rate notes due March 2018, stated rate of 4.40%
(1)
|
612.5
|
|
|
Fixed rate notes due September 2022, stated rate of 3.00%
(2)
|
750.0
|
|
(1)
|
In February 2010, we entered into a forward-starting interest rate swap agreement that modified the interest obligation associated with these notes so that the interest payable on the notes effectively became fixed at a rate of 4.46%.
|
(2)
|
In August 2012, we entered into a forward-starting interest rate swap agreement that modified the interest obligation associated with these notes so that the interest payable on the notes effectively became fixed at a rate of 3.32%.
|
Rating Agency
|
|
Short-Term
Debt Rating
|
|
Long-Term
Debt Rating
|
|
Outlook
|
Standard & Poor’s
|
|
A1+
|
|
AA-
|
|
Negative
|
Moody’s Investors Service
|
|
P1
|
|
Aa3
|
|
Stable
|
ITEM 7A.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
•
|
a financial safeguard package for all futures and options contracts other than cleared over-the-counter credit default swap and interest rate swap contracts (base package),
|
•
|
a financial safeguard package for cleared over-the-counter credit default swap contracts, and
|
•
|
a financial safeguard package for cleared over-the-counter interest rate swap contracts.
|
(in millions)
|
|
CME Clearing
Available Assets
|
||
Designated corporate contributions for futures and options
(1)
|
|
$
|
100.0
|
|
Guaranty fund contributions
(2)
|
|
2,899.5
|
|
|
Assessment powers
(3)
|
|
7,973.6
|
|
|
Minimum Total Assets Available for Default
(4)
|
|
$
|
10,973.1
|
|
(1)
|
CME Clearing designates $100.0 million of corporate contributions to satisfy a clearing firm default in the event that the defaulting clearing firm's guaranty contributions and performance bonds do not satisfy the deficit.
|
(2)
|
Guaranty fund contributions of clearing firms include guaranty fund contributions required of clearing firms, but do not include any excess deposits held by us at the direction of clearing firms.
|
(3)
|
In the event of a clearing firm default, if a loss continues to exist after the utilization of the assets of the defaulted firm, our designated working capital and the non-defaulting clearing firms' guaranty fund contributions, we have the right to assess all non-defaulting clearing members as defined in the rules governing the guaranty fund.
|
(4)
|
Represents the aggregate minimum resources available to satisfy any obligations not met by a defaulting firm subsequent to the liquidation of the defaulting firm's performance bond collateral.
|
(in millions)
|
|
CME Clearing
Available Assets
|
||
Designated corporate contributions for credit default swap contracts
(1)
|
|
$
|
50.0
|
|
Guaranty fund contributions
(2)
|
|
771.4
|
|
|
Minimum Total Assets Available for Default
(3)
|
|
$
|
821.4
|
|
(1)
|
CME Clearing designates corporate contributions to satisfy a clearing firm default in the event that the defaulting clearing firm's guaranty contributions and performance bonds do not satisfy the deficit. The working capital contributed by us would be equal to the greater of $50.0 million and 5% of the credit default swap guaranty fund, up to a maximum of $100.0 million.
|
(2)
|
Guaranty fund contributions of clearing firms for credit default swap contracts include guaranty fund contributions required of those clearing firms.
|
(3)
|
Represents the aggregate minimum resources available to satisfy any obligations not met by a defaulting firm subsequent to the liquidation of the defaulting firm's performance bond collateral. In the event of a clearing firm default, if a loss continues to exist after the utilization of the assets of the defaulted firm, our designated working capital and the non-defaulting firms' guaranty fund contributions, we have the right to assess all non-defaulting clearing members as defined in the rules governing the credit default swap guaranty fund.
|
(in millions)
|
|
CME Clearing
Available Assets
|
||
Designated corporate contributions for interest rate swap contracts
(1)
|
|
$
|
100.0
|
|
Guaranty fund contributions
(2)
|
|
1,125.0
|
|
|
Minimum Total Assets Available for Default
(3)
|
|
$
|
1,225.0
|
|
(1)
|
CME Clearing designates $100.0 million of corporate contributions to satisfy a clearing firm default in the event that the defaulting clearing firm's guaranty contributions and performance bonds do not satisfy the deficit.
|
(2)
|
Guaranty fund contributions of clearing firms for interest rate swap contracts include guaranty fund contributions required of those clearing firms.
|
(3)
|
Represents the aggregate minimum resources available to satisfy any obligations not met by a defaulting firm subsequent to the liquidation of the defaulting firm's performance bond collateral. In the event of a clearing firm default, if a loss continues to exist after the utilization of the assets of the defaulted firm, our designated working capital and the non-defaulting firms' guaranty fund contributions, we have the right to assess all non-defaulting clearing members as defined in the rules governing the interest rate swap guaranty fund.
|
(in millions)
|
|
Cost
Basis
|
|
Fair
Value
|
|
Carrying
Value
|
|
Unrealized
Gain,
Net of Tax
|
||||||||
BM&FBOVESPA S.A.
|
|
$
|
262.9
|
|
|
$
|
690.6
|
|
|
$
|
690.6
|
|
|
$
|
271.4
|
|
Bolsa Mexicana de Valores, S.A.B. de C.V.
|
|
17.3
|
|
|
29.3
|
|
|
29.3
|
|
|
7.6
|
|
||||
IMAREX ASA
|
|
—
|
|
|
1.8
|
|
|
1.8
|
|
|
1.1
|
|
ITEM 8.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
|
December 31,
|
||||||
|
2012
|
|
2011
|
||||
Assets
|
|
|
|
||||
Current Assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
1,604.7
|
|
|
$
|
1,042.3
|
|
Marketable securities
|
56.6
|
|
|
47.6
|
|
||
Accounts receivable, net of allowance of $0.8 and $1.3
|
267.5
|
|
|
289.4
|
|
||
Other current assets (includes $40.0 in restricted cash)
|
204.3
|
|
|
232.6
|
|
||
Cash performance bonds and guaranty fund contributions
|
6,584.8
|
|
|
9,333.9
|
|
||
Total current assets
|
8,717.9
|
|
|
10,945.8
|
|
||
Property, net
|
724.0
|
|
|
821.9
|
|
||
Intangible assets—trading products
|
17,175.3
|
|
|
17,040.5
|
|
||
Intangible assets—other, net
|
2,853.7
|
|
|
3,312.8
|
|
||
Goodwill
|
7,566.9
|
|
|
7,984.0
|
|
||
Other assets (includes $73.0 and $20.5 in restricted cash)
|
1,825.4
|
|
|
653.7
|
|
||
Total Assets
|
$
|
38,863.2
|
|
|
$
|
40,758.7
|
|
|
|
|
|
||||
Liabilities and Equity
|
|
|
|
||||
Current Liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
41.7
|
|
|
$
|
31.1
|
|
Short-term debt
|
749.7
|
|
|
—
|
|
||
Other current liabilities
|
240.7
|
|
|
250.2
|
|
||
Cash performance bonds and guaranty fund contributions
|
6,584.8
|
|
|
9,333.9
|
|
||
Total current liabilities
|
7,616.9
|
|
|
9,615.2
|
|
||
Long-term debt
|
2,106.8
|
|
|
2,106.8
|
|
||
Deferred income tax liabilities, net
|
7,413.3
|
|
|
7,226.8
|
|
||
Other liabilities
|
220.5
|
|
|
187.6
|
|
||
Total Liabilities
|
17,357.5
|
|
|
19,136.4
|
|
||
|
|
|
|
||||
Redeemable non-controlling interest
|
80.8
|
|
|
70.3
|
|
||
|
|
|
|
||||
CME Group Shareholders’ Equity:
|
|
|
|
||||
Preferred stock, $0.01 par value, 10,000 and 9,860 shares authorized as of December 31, 2012 and 2011, respectively; none issued or outstanding
|
—
|
|
|
—
|
|
||
Series A junior participating preferred stock, $0.01 par value, 0 and 140 shares authorized at December 31, 2012 and 2011, respectively; none issued or outstanding
|
—
|
|
|
—
|
|
||
Class A common stock, $0.01 par value, 1,000,000 shares authorized, 331,832 and 330,653 shares issued and outstanding as of December 31, 2012 and 2011, respectively
|
3.3
|
|
|
3.3
|
|
||
Class B common stock, $0.01 par value, 3 shares authorized, issued and outstanding
|
—
|
|
|
—
|
|
||
Additional paid-in capital
|
17,213.1
|
|
|
17,112.5
|
|
||
Retained earnings
|
3,993.4
|
|
|
4,324.6
|
|
||
Accumulated other comprehensive income (loss)
|
209.3
|
|
|
111.6
|
|
||
Total CME Group shareholders’ equity
|
21,419.1
|
|
|
21,552.0
|
|
||
Non-controlling interest
|
5.8
|
|
|
—
|
|
||
Total Equity
|
21,424.9
|
|
|
21,552.0
|
|
||
Total Liabilities and Equity
|
$
|
38,863.2
|
|
|
$
|
40,758.7
|
|
|
Year Ended December 31,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
Revenues
|
|
|
|
|
|
||||||
Clearing and transaction fees
|
$
|
2,371.5
|
|
|
$
|
2,710.9
|
|
|
$
|
2,486.3
|
|
Market data and information services
|
387.1
|
|
|
427.7
|
|
|
395.1
|
|
|||
Access and communication fees
|
88.8
|
|
|
49.2
|
|
|
45.4
|
|
|||
Other
|
67.2
|
|
|
92.8
|
|
|
76.9
|
|
|||
Total Revenues
|
2,914.6
|
|
|
3,280.6
|
|
|
3,003.7
|
|
|||
Expenses
|
|
|
|
|
|
||||||
Compensation and benefits
|
496.7
|
|
|
475.7
|
|
|
432.1
|
|
|||
Communications
|
40.1
|
|
|
42.3
|
|
|
40.6
|
|
|||
Technology support services
|
50.7
|
|
|
52.1
|
|
|
50.5
|
|
|||
Professional fees and outside services
|
126.8
|
|
|
126.1
|
|
|
117.5
|
|
|||
Amortization of purchased intangibles
|
116.2
|
|
|
132.0
|
|
|
128.1
|
|
|||
Depreciation and amortization
|
136.9
|
|
|
128.5
|
|
|
129.9
|
|
|||
Occupancy and building operations
|
77.0
|
|
|
77.5
|
|
|
74.9
|
|
|||
Licensing and other fee agreements
|
82.6
|
|
|
84.9
|
|
|
82.6
|
|
|||
Other
|
95.6
|
|
|
140.4
|
|
|
116.4
|
|
|||
Total Expenses
|
1,222.6
|
|
|
1,259.5
|
|
|
1,172.6
|
|
|||
Operating Income
|
1,692.0
|
|
|
2,021.1
|
|
|
1,831.1
|
|
|||
|
|
|
|
|
|
||||||
Non-Operating Income (Expense)
|
|
|
|
|
|
||||||
Investment income
|
38.7
|
|
|
36.7
|
|
|
42.3
|
|
|||
Impairment of long-term investments
|
—
|
|
|
—
|
|
|
(2.2
|
)
|
|||
Gains (losses) on derivative investments
|
(0.1
|
)
|
|
(0.1
|
)
|
|
(2.6
|
)
|
|||
Interest and other borrowing costs
|
(132.2
|
)
|
|
(116.9
|
)
|
|
(140.3
|
)
|
|||
Equity in net gains (losses) of unconsolidated subsidiaries
|
30.7
|
|
|
(4.3
|
)
|
|
(6.4
|
)
|
|||
Other non-operating income (expense)
|
64.3
|
|
|
—
|
|
|
—
|
|
|||
Total Non-Operating
|
1.4
|
|
|
(84.6
|
)
|
|
(109.2
|
)
|
|||
Income before Income Taxes
|
1,693.4
|
|
|
1,936.5
|
|
|
1,721.9
|
|
|||
Income tax provision
|
786.7
|
|
|
122.1
|
|
|
769.8
|
|
|||
Net Income
|
906.7
|
|
|
1,814.4
|
|
|
952.1
|
|
|||
Less: net income attributable to non-controlling interests
|
10.4
|
|
|
2.1
|
|
|
0.7
|
|
|||
Net Income Attributable to CME Group
|
$
|
896.3
|
|
|
$
|
1,812.3
|
|
|
$
|
951.4
|
|
Earnings per Common Share Attributable to CME Group:
|
|
|
|
|
|
||||||
Basic
|
$
|
2.71
|
|
|
$
|
5.45
|
|
|
$
|
2.87
|
|
Diluted
|
2.70
|
|
|
5.43
|
|
|
2.86
|
|
|||
Weighted Average Number of Common Shares:
|
|
|
|
|
|
||||||
Basic
|
331,252
|
|
|
332,737
|
|
|
331,493
|
|
|||
Diluted
|
332,319
|
|
|
333,811
|
|
|
332,475
|
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
Net income
|
|
|
$
|
906.7
|
|
|
$
|
1,814.4
|
|
|
$
|
952.1
|
|
Other comprehensive income, net of tax:
|
|
|
|
|
|
|
|
||||||
Investment securities:
|
|
|
|
|
|
|
|
||||||
Net unrealized holding gains arising during the period
|
|
|
174.7
|
|
|
166.4
|
|
|
10.1
|
|
|||
Reclassification adjustment for gains included in net income
|
|
|
(1.8
|
)
|
|
—
|
|
|
(1.2
|
)
|
|||
Income tax expense
|
|
|
(64.6
|
)
|
|
(23.7
|
)
|
|
(3.6
|
)
|
|||
Investment securities, net
|
|
|
108.3
|
|
|
142.7
|
|
|
5.3
|
|
|||
Defined benefit plans:
|
|
|
|
|
|
|
|
||||||
Net change in defined benefit plans arising during the period
|
|
|
(13.0
|
)
|
|
(19.1
|
)
|
|
7.5
|
|
|||
Amortization of net actuarial losses included in pension expense
|
|
|
2.5
|
|
|
1.7
|
|
|
2.1
|
|
|||
Income tax benefit (expense)
|
|
|
4.2
|
|
|
6.5
|
|
|
(3.8
|
)
|
|||
Defined benefit plans, net
|
|
|
(6.3
|
)
|
|
(10.9
|
)
|
|
5.8
|
|
|||
Derivative investments:
|
|
|
|
|
|
|
|
||||||
Net unrealized holding gains (losses) arising during the period
|
|
|
(25.3
|
)
|
|
—
|
|
|
(9.7
|
)
|
|||
Ineffectiveness on cash flow hedges
|
|
|
0.1
|
|
|
0.1
|
|
|
8.6
|
|
|||
Amortization of effective portion of loss on cash flow hedges
|
|
|
1.1
|
|
|
0.8
|
|
|
20.0
|
|
|||
Income tax benefit (expense)
|
|
|
9.0
|
|
|
(0.3
|
)
|
|
(7.4
|
)
|
|||
Derivative investments, net
|
|
|
(15.1
|
)
|
|
0.6
|
|
|
11.5
|
|
|||
Foreign currency translation:
|
|
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
|
|
(1.3
|
)
|
|
96.6
|
|
|
(0.9
|
)
|
|||
Reclassification adjustment for loss included in net income
|
|
|
18.4
|
|
|
—
|
|
|
—
|
|
|||
Income tax benefit (expense)
|
|
|
(6.2
|
)
|
|
(13.3
|
)
|
|
0.4
|
|
|||
Foreign currency translation, net
|
|
|
10.9
|
|
|
83.3
|
|
|
(0.5
|
)
|
|||
Other comprehensive income, net of tax
|
|
|
97.8
|
|
|
215.7
|
|
|
22.1
|
|
|||
Comprehensive income
|
|
|
1,004.5
|
|
|
2,030.1
|
|
|
974.2
|
|
|||
Less: comprehensive income attributable to non-controlling interests
|
|
|
10.5
|
|
|
2.1
|
|
|
0.7
|
|
|||
Comprehensive income attributable to CME Group
|
|
|
$
|
994.0
|
|
|
$
|
2,028.0
|
|
|
$
|
973.5
|
|
|
Class A
Common
Stock
(Shares)
|
|
Class B
Common
Stock
(Shares)
|
|
Common
Stock and
Additional
Paid-in
Capital
|
|
Retained
Earnings
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Total CME Group
Shareholders’
Equity
|
|
Non-controlling Interest
|
|
Total Equity
|
||||||||||||
Balance at December 31, 2009
|
332,567
|
|
3
|
|
$
|
17,187.3
|
|
|
$
|
2,239.9
|
|
|
$
|
(126.2
|
)
|
|
$
|
19,301.0
|
|
|
$
|
—
|
|
|
$
|
19,301.0
|
|
Net income attributable to CME Group and non-controlling interest
|
|
|
|
|
|
|
951.4
|
|
|
|
|
951.4
|
|
|
|
|
951.4
|
|
|||||||||
Other comprehensive income attributable to CME Group
|
|
|
|
|
|
|
|
|
22.1
|
|
|
22.1
|
|
|
|
|
22.1
|
|
|||||||||
Dividends on common stock of $0.92 per share
|
|
|
|
|
|
|
(305.5
|
)
|
|
|
|
(305.5
|
)
|
|
|
|
(305.5
|
)
|
|||||||||
Class A common stock issued to BM&FBOVESPA S.A.
|
11,032
|
|
|
|
607.1
|
|
|
|
|
|
|
607.1
|
|
|
|
|
607.1
|
|
|||||||||
Repurchase of Class A common stock
|
(10,034)
|
|
|
|
(575.3
|
)
|
|
|
|
|
|
(575.3
|
)
|
|
|
|
(575.3
|
)
|
|||||||||
Exercise of stock options
|
448
|
|
|
|
12.6
|
|
|
|
|
|
|
12.6
|
|
|
|
|
12.6
|
|
|||||||||
Excess tax benefits from option exercises and restricted stock vesting
|
|
|
|
|
5.8
|
|
|
|
|
|
|
5.8
|
|
|
|
|
5.8
|
|
|||||||||
Vesting of issued restricted Class A common stock
|
173
|
|
|
|
(3.8
|
)
|
|
|
|
|
|
(3.8
|
)
|
|
|
|
(3.8
|
)
|
|||||||||
Shares issued to Board of Directors
|
37
|
|
|
|
2.4
|
|
|
|
|
|
|
2.4
|
|
|
|
|
2.4
|
|
|||||||||
Shares issued under Employee Stock Purchase Plan
|
22
|
|
|
|
1.4
|
|
|
|
|
|
|
1.4
|
|
|
|
|
1.4
|
|
|||||||||
Stock-based compensation
|
|
|
|
|
40.9
|
|
|
|
|
|
|
40.9
|
|
|
|
|
40.9
|
|
|||||||||
Balance at December 31, 2010
|
334,245
|
|
3
|
|
$
|
17,278.4
|
|
|
$
|
2,885.8
|
|
|
$
|
(104.1
|
)
|
|
$
|
20,060.1
|
|
|
$
|
—
|
|
|
$
|
20,060.1
|
|
|
Class A
Common
Stock
(Shares)
|
|
Class B
Common
Stock
(Shares)
|
|
Common
Stock and
Additional
Paid-in
Capital
|
|
Retained
Earnings
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Total CME Group
Shareholders’
Equity
|
|
Non-controlling Interest
|
|
Total Equity
|
||||||||||||
Balance at December 31, 2010
|
334,245
|
|
3
|
|
$
|
17,278.4
|
|
|
$
|
2,885.8
|
|
|
$
|
(104.1
|
)
|
|
$
|
20,060.1
|
|
|
$
|
—
|
|
|
$
|
20,060.1
|
|
Net income attributable to CME Group and non-controlling interest
|
|
|
|
|
|
|
1,812.3
|
|
|
|
|
1,812.3
|
|
|
|
|
1,812.3
|
|
|||||||||
Other comprehensive income attributable to CME Group
|
|
|
|
|
|
|
|
|
215.7
|
|
|
215.7
|
|
|
|
|
215.7
|
|
|||||||||
Dividends on common stock of $1.12 per share
|
|
|
|
|
|
|
(373.5
|
)
|
|
|
|
(373.5
|
)
|
|
|
|
(373.5
|
)
|
|||||||||
Repurchase of Class A common stock
|
(4,048)
|
|
|
|
(220.4
|
)
|
|
|
|
|
|
(220.4
|
)
|
|
|
|
(220.4
|
)
|
|||||||||
Exercise of stock options
|
170
|
|
|
|
5.8
|
|
|
|
|
|
|
5.8
|
|
|
|
|
5.8
|
|
|||||||||
Excess tax benefits from option exercises and restricted stock vesting
|
|
|
|
|
0.6
|
|
|
|
|
|
|
0.6
|
|
|
|
|
0.6
|
|
|||||||||
Vesting of issued restricted Class A common stock
|
213
|
|
|
|
(3.8
|
)
|
|
|
|
|
|
(3.8
|
)
|
|
|
|
(3.8
|
)
|
|||||||||
Shares issued to Board of Directors
|
41
|
|
|
|
2.3
|
|
|
|
|
|
|
2.3
|
|
|
|
|
2.3
|
|
|||||||||
Shares issued under Employee Stock Purchase Plan
|
32
|
|
|
|
1.6
|
|
|
|
|
|
|
1.6
|
|
|
|
|
1.6
|
|
|||||||||
Stock-based compensation
|
|
|
|
|
51.3
|
|
|
|
|
|
|
51.3
|
|
|
|
|
51.3
|
|
|||||||||
Balance at December 31, 2011
|
330,653
|
|
3
|
|
$
|
17,115.8
|
|
|
$
|
4,324.6
|
|
|
$
|
111.6
|
|
|
$
|
21,552.0
|
|
|
$
|
—
|
|
|
$
|
21,552.0
|
|
|
Class A
Common
Stock
(Shares)
|
|
Class B
Common
Stock
(Shares)
|
|
Common
Stock and
Additional
Paid-in
Capital
|
|
Retained
Earnings
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Total CME Group
Shareholders’
Equity
|
|
Non-controlling Interest
|
|
Total Equity
|
||||||||||||
Balance at December 31, 2011
|
330,653
|
|
3
|
|
$
|
17,115.8
|
|
|
$
|
4,324.6
|
|
|
$
|
111.6
|
|
|
$
|
21,552.0
|
|
|
$
|
—
|
|
|
$
|
21,552.0
|
|
Net income attributable to CME Group and non-controlling interest
|
|
|
|
|
|
|
896.3
|
|
|
|
|
896.3
|
|
|
|
|
896.3
|
|
|||||||||
Other comprehensive income attributable to CME Group
|
|
|
|
|
|
|
|
|
97.7
|
|
|
97.7
|
|
|
|
|
97.7
|
|
|||||||||
Dividends on common stock of $3.70 per share
|
|
|
|
|
|
|
(1,227.5
|
)
|
|
|
|
(1,227.5
|
)
|
|
|
|
(1,227.5
|
)
|
|||||||||
Non-controlling interest resulting from acquisition of Kansas City Board of Trade
|
|
|
|
|
|
|
|
|
|
|
|
|
5.8
|
|
|
5.8
|
|
||||||||||
Tax benefits from Index Services partnership allocation
|
|
|
|
|
18.6
|
|
|
|
|
|
|
18.6
|
|
|
|
|
18.6
|
|
|||||||||
Exercise of stock options
|
745
|
|
|
|
22.1
|
|
|
|
|
|
|
22.1
|
|
|
|
|
22.1
|
|
|||||||||
Excess tax benefits from option exercises and restricted stock vesting
|
|
|
|
|
4.6
|
|
|
|
|
|
|
4.6
|
|
|
|
|
4.6
|
|
|||||||||
Vesting of issued restricted Class A common stock
|
366
|
|
|
|
(9.8
|
)
|
|
|
|
|
|
(9.8
|
)
|
|
|
|
(9.8
|
)
|
|||||||||
Shares issued to Board of Directors
|
40
|
|
|
|
2.1
|
|
|
|
|
|
|
2.1
|
|
|
|
|
2.1
|
|
|||||||||
Shares issued under Employee Stock Purchase Plan
|
28
|
|
|
|
1.6
|
|
|
|
|
|
|
1.6
|
|
|
|
|
1.6
|
|
|||||||||
Stock-based compensation
|
|
|
|
|
61.4
|
|
|
|
|
|
|
61.4
|
|
|
|
|
61.4
|
|
|||||||||
Balance at December 31, 2012
|
331,832
|
|
3
|
|
$
|
17,216.4
|
|
|
$
|
3,993.4
|
|
|
$
|
209.3
|
|
|
$
|
21,419.1
|
|
|
$
|
5.8
|
|
|
$
|
21,424.9
|
|
|
Year Ended December 31,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
Cash Flows from Operating Activities
|
|
|
|
|
|
||||||
Net income
|
$
|
906.7
|
|
|
$
|
1,814.4
|
|
|
$
|
952.1
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Stock-based compensation
|
61.4
|
|
|
51.3
|
|
|
40.9
|
|
|||
Amortization of purchased intangibles
|
116.2
|
|
|
132.0
|
|
|
128.1
|
|
|||
Depreciation and amortization
|
136.9
|
|
|
128.5
|
|
|
129.9
|
|
|||
Net loss on derivative investments
|
0.1
|
|
|
0.1
|
|
|
8.6
|
|
|||
Impairment of goodwill and intangible assets
|
—
|
|
|
—
|
|
|
20.5
|
|
|||
Impairment of long-term investments
|
—
|
|
|
—
|
|
|
2.2
|
|
|||
MF Global accounts receivable write-off
|
—
|
|
|
21.7
|
|
|
—
|
|
|||
Amortization of debt financing costs and discount accretion
|
5.3
|
|
|
4.9
|
|
|
4.9
|
|
|||
Gain on sale of Index Services assets
|
—
|
|
|
(9.8
|
)
|
|
—
|
|
|||
Gain on contribution of Dow Jones Index asset group
|
(78.8
|
)
|
|
—
|
|
|
—
|
|
|||
Loss on sale of Credit Market Analysis Ltd.
|
19.9
|
|
|
—
|
|
|
—
|
|
|||
Equity in net (gains) losses of unconsolidated subsidiaries
|
(30.7
|
)
|
|
4.3
|
|
|
6.4
|
|
|||
Deferred income taxes
|
82.2
|
|
|
(658.7
|
)
|
|
22.3
|
|
|||
Change in:
|
|
|
|
|
|
||||||
Accounts receivable
|
(0.3
|
)
|
|
(13.2
|
)
|
|
(28.7
|
)
|
|||
Other current assets
|
(18.2
|
)
|
|
(69.4
|
)
|
|
(29.9
|
)
|
|||
Other assets
|
(50.7
|
)
|
|
(27.1
|
)
|
|
(2.9
|
)
|
|||
Accounts payable
|
11.2
|
|
|
(21.0
|
)
|
|
6.1
|
|
|||
Income taxes payable
|
71.9
|
|
|
(18.0
|
)
|
|
12.4
|
|
|||
Other current liabilities
|
(5.6
|
)
|
|
(6.6
|
)
|
|
79.6
|
|
|||
Other liabilities
|
(10.3
|
)
|
|
13.2
|
|
|
5.3
|
|
|||
Other
|
(0.4
|
)
|
|
(0.3
|
)
|
|
1.8
|
|
|||
Net Cash Provided by Operating Activities
|
1,216.8
|
|
|
1,346.3
|
|
|
1,359.6
|
|
|||
|
|
|
|
|
|
||||||
Cash Flows from Investing Activities
|
|
|
|
|
|
||||||
Proceeds from maturities and sales of available-for-sale marketable securities
|
29.5
|
|
|
11.3
|
|
|
11.9
|
|
|||
Purchases of available-for-sale marketable securities
|
(32.5
|
)
|
|
(10.2
|
)
|
|
(10.2
|
)
|
|||
Purchases of property, net
|
(141.8
|
)
|
|
(172.2
|
)
|
|
(160.0
|
)
|
|||
Proceeds from sale of building property
|
151.5
|
|
|
—
|
|
|
—
|
|
|||
Cash paid in business combinations, net of cash acquired
|
(162.9
|
)
|
|
—
|
|
|
(19.6
|
)
|
|||
Investments in business ventures
|
(67.8
|
)
|
|
—
|
|
|
(17.4
|
)
|
|||
Proceeds from sale of Credit Market Analysis Ltd., net of cash sold with business
|
42.4
|
|
|
—
|
|
|
—
|
|
|||
Proceeds from sale of Index Services assets
|
—
|
|
|
18.0
|
|
|
—
|
|
|||
Proceeds from sale of long-term investments
|
—
|
|
|
—
|
|
|
47.2
|
|
|||
Proceeds from Chicago Board Options Exchange exercise right privileges
|
—
|
|
|
—
|
|
|
39.7
|
|
|||
Settlement of derivative related to debt issuance
|
(24.4
|
)
|
|
—
|
|
|
(3.2
|
)
|
|||
Other
|
—
|
|
|
(0.5
|
)
|
|
—
|
|
|||
Net Cash Used in Investing Activities
|
(206.0
|
)
|
|
(153.6
|
)
|
|
(111.6
|
)
|
|
Year Ended December 31,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
Cash Flows from Financing Activities
|
|
|
|
|
|
||||||
Repayments of commercial paper, net
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(99.9
|
)
|
Proceeds from other borrowings, net of issuance costs
|
747.7
|
|
|
—
|
|
|
608.0
|
|
|||
Repayment of other borrowings
|
—
|
|
|
(420.5
|
)
|
|
(300.0
|
)
|
|||
Cash dividends
|
(1,224.3
|
)
|
|
(372.8
|
)
|
|
(305.3
|
)
|
|||
Class A common stock issued to BM&FBOVESPA SA
|
—
|
|
|
—
|
|
|
607.1
|
|
|||
Repurchase of Class A common stock, including costs
|
—
|
|
|
(220.4
|
)
|
|
(575.3
|
)
|
|||
Proceeds from exercise of stock options
|
22.1
|
|
|
5.8
|
|
|
12.6
|
|
|||
Distribution paid to non-controlling interest
|
—
|
|
|
—
|
|
|
(607.5
|
)
|
|||
Excess tax benefits related to employee option exercises and restricted stock vesting
|
4.6
|
|
|
0.6
|
|
|
5.8
|
|
|||
Other
|
1.5
|
|
|
1.7
|
|
|
1.1
|
|
|||
Net Cash Used in Financing Activities
|
(448.4
|
)
|
|
(1,005.6
|
)
|
|
(653.4
|
)
|
|||
|
|
|
|
|
|
||||||
Net change in cash and cash equivalents
|
562.4
|
|
|
187.1
|
|
|
594.6
|
|
|||
Cash and cash equivalents, beginning of period
|
1,042.3
|
|
|
855.2
|
|
|
260.6
|
|
|||
Cash and Cash Equivalents, End of Period
|
$
|
1,604.7
|
|
|
$
|
1,042.3
|
|
|
$
|
855.2
|
|
|
|
|
|
|
|
||||||
Supplemental Disclosure of Cash Flow Information
|
|
|
|
|
|
||||||
Income taxes paid
|
$
|
624.4
|
|
|
$
|
816.1
|
|
|
$
|
765.9
|
|
Interest paid
|
110.6
|
|
|
111.9
|
|
|
104.9
|
|
|||
Non-cash investing activities:
|
|
|
|
|
|
||||||
Investment in S&P/Dow Jones Indices LLC
|
878.4
|
|
|
—
|
|
|
—
|
|
|
|
2012
|
|
2011
|
||||||||||||
(in millions)
|
|
Amortized
Cost
|
|
Fair
Value
|
|
Amortized
Cost
|
|
Fair
Value
|
||||||||
U.S. Treasury
|
|
$
|
17.5
|
|
|
$
|
17.5
|
|
|
$
|
5.1
|
|
|
$
|
5.1
|
|
Asset-back securities
|
|
0.8
|
|
|
0.4
|
|
|
1.1
|
|
|
0.9
|
|
||||
U.S. Government agency
|
|
—
|
|
|
—
|
|
|
4.9
|
|
|
5.3
|
|
||||
Municipal bonds
|
|
—
|
|
|
—
|
|
|
4.1
|
|
|
4.5
|
|
||||
Total
|
|
$
|
18.3
|
|
|
$
|
17.9
|
|
|
$
|
15.2
|
|
|
$
|
15.8
|
|
(in millions)
|
|
Amortized
Cost
|
|
Fair
Value
|
||||
Maturity of one year or less
|
|
$
|
17.5
|
|
|
$
|
17.5
|
|
Maturity between one and five years
|
|
—
|
|
|
—
|
|
||
Maturity between five and ten years
|
|
—
|
|
|
—
|
|
||
Maturity greater than ten years
|
|
0.8
|
|
|
0.4
|
|
||
Total
|
|
$
|
18.3
|
|
|
$
|
17.9
|
|
|
|
2012
|
|
2011
|
||||||||||||
(in millions)
|
|
Cash
|
|
Non-Cash
Deposits
and
IEF Funds
|
|
Cash
|
|
Non-Cash
Deposits
and
IEF Funds
|
||||||||
Performance bonds
|
|
$
|
5,647.1
|
|
|
$
|
77,414.1
|
|
|
$
|
8,103.4
|
|
|
$
|
80,250.7
|
|
Guaranty fund contributions
|
|
925.4
|
|
|
4,419.0
|
|
|
1,156.3
|
|
|
3,869.8
|
|
||||
Cross-margin arrangements
|
|
—
|
|
|
83.1
|
|
|
60.0
|
|
|
202.9
|
|
||||
Performance collateral for delivery
|
|
12.3
|
|
|
0.5
|
|
|
14.2
|
|
|
12.0
|
|
||||
Total
|
|
$
|
6,584.8
|
|
|
$
|
81,916.7
|
|
|
$
|
9,333.9
|
|
|
$
|
84,335.4
|
|
(in millions)
|
|
2012
|
|
2011
|
||||
Performance bonds
|
|
$
|
4,208.3
|
|
|
$
|
4,214.8
|
|
Performance collateral for delivery
|
|
1,019.7
|
|
|
1,449.3
|
|
||
Total Letters of Credit
|
|
$
|
5,228.0
|
|
|
$
|
5,664.1
|
|
(in millions)
|
|
2012
|
|
2011
|
|
Estimated Useful Life
|
||||
Land and land improvements
|
|
$
|
20.1
|
|
|
$
|
65.6
|
|
|
10 - 20 years
(1)
|
Building and building improvements
|
|
512.6
|
|
|
531.7
|
|
|
3 - 39 years
|
||
Leasehold improvements
|
|
219.4
|
|
|
214.6
|
|
|
3 - 24 years
|
||
Furniture, fixtures and equipment
|
|
342.8
|
|
|
328.3
|
|
|
2 - 7 years
|
||
Software and software development costs
|
|
269.5
|
|
|
258.0
|
|
|
2 - 4 years
|
||
Total property
|
|
1,364.4
|
|
|
1,398.2
|
|
|
|
||
Less accumulated depreciation and amortization
|
|
(640.4
|
)
|
|
(576.3
|
)
|
|
|
||
Property, net
|
|
$
|
724.0
|
|
|
$
|
821.9
|
|
|
|
|
|
2012
|
|
2011
|
||||||||||||||||||||
(in millions)
|
|
Assigned Value
|
|
Accumulated
Amortization
|
|
Net Book
Value
|
|
Assigned Value
|
|
Accumulated
Amortization
|
|
Net Book
Value
|
||||||||||||
Amortizable Intangible Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Clearing firm, market data and other customer relationships
|
|
$
|
2,838.8
|
|
|
$
|
(467.4
|
)
|
|
$
|
2,371.4
|
|
|
$
|
3,071.9
|
|
|
$
|
(400.4
|
)
|
|
$
|
2,671.5
|
|
Lease-related intangibles
|
|
25.4
|
|
|
(8.2
|
)
|
|
17.2
|
|
|
83.2
|
|
|
(45.4
|
)
|
|
37.8
|
|
||||||
Technology-related intellectual property
|
|
29.4
|
|
|
(14.4
|
)
|
|
15.0
|
|
|
56.2
|
|
|
(28.4
|
)
|
|
27.8
|
|
||||||
Other
(1)
|
|
0.2
|
|
|
(0.1
|
)
|
|
0.1
|
|
|
11.6
|
|
|
(10.6
|
)
|
|
1.0
|
|
||||||
|
|
2,893.8
|
|
|
(490.1
|
)
|
|
2,403.7
|
|
|
3,222.9
|
|
|
(484.8
|
)
|
|
2,738.1
|
|
||||||
Foreign currency translation adjustments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8.8
|
)
|
|
5.9
|
|
|
(2.9
|
)
|
||||||
Total amortizable intangible assets
|
|
$
|
2,893.8
|
|
|
$
|
(490.1
|
)
|
|
2,403.7
|
|
|
$
|
3,214.1
|
|
|
$
|
(478.9
|
)
|
|
2,735.2
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Indefinite-Lived Intangible Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Trade names
|
|
|
|
|
|
450.0
|
|
|
|
|
|
|
578.0
|
|
||||||||||
Foreign currency translation adjustments
|
|
|
|
|
|
—
|
|
|
|
|
|
|
(0.4
|
)
|
||||||||||
Total intangible assets—other, net
|
|
|
|
|
|
$
|
2,853.7
|
|
|
|
|
|
|
$
|
3,312.8
|
|
||||||||
Trading products
(2)
|
|
|
|
|
|
$
|
17,175.3
|
|
|
|
|
|
|
$
|
17,040.5
|
|
(1)
|
At December 31, 2012, other amortizable intangible assets consisted of a definite-lived trade name. At December 31, 2011, other amortizable intangible assets consisted of service and market maker agreements and a definite-lived trade name.
|
(2)
|
Trading products represent futures and options products acquired in our business combinations with CBOT Holdings, Inc. (CBOT Holdings), KCBT and NYMEX Holdings, Inc. (NYMEX Holdings). Clearing and transaction fees revenues are generated through the trading of these products. These trading products, most of which have traded for decades, require authorization from the CFTC. Product authorizations from the CFTC have no term limits.
|
|
|
Clearing firm, market data and other customer relationships
|
5 - 30 years
|
Lease-related intangible assets
|
13 - 24.5 years
|
Technology-related intellectual property
|
5 years
|
Other
|
3 years
|
(in millions)
|
|
Balance at December 31, 2011
|
|
Business
Combinations
|
|
Divestitures
|
|
Other
Activity
|
|
Balance at December 31, 2012
|
||||||||||
CBOT Holdings
|
|
$
|
5,035.7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5,035.7
|
|
NYMEX Holdings
|
|
2,462.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,462.2
|
|
|||||
Index Services
|
|
434.5
|
|
|
—
|
|
|
(434.5
|
)
|
|
—
|
|
|
—
|
|
|||||
Other
|
|
51.6
|
|
|
46.3
|
|
|
(28.9
|
)
|
|
—
|
|
|
69.0
|
|
|||||
Total Goodwill
|
|
$
|
7,984.0
|
|
|
$
|
46.3
|
|
|
$
|
(463.4
|
)
|
|
$
|
—
|
|
|
$
|
7,566.9
|
|
(in millions)
|
|
Balance at December 31, 2010
|
|
Business
Combinations
|
|
Divestitures
|
|
Other
Activity
(3)
|
|
Balance at December 31, 2011
|
||||||||||
CBOT Holdings
|
|
$
|
5,035.7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5,035.7
|
|
NYMEX Holdings
|
|
2,462.3
|
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
2,462.2
|
|
|||||
Index Services
|
|
435.6
|
|
|
—
|
|
|
—
|
|
|
(1.1
|
)
|
|
434.5
|
|
|||||
Other
|
|
50.0
|
|
|
—
|
|
|
—
|
|
|
1.6
|
|
|
51.6
|
|
|||||
Total Goodwill
|
|
$
|
7,983.6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.4
|
|
|
$
|
7,984.0
|
|
(3)
|
Other activity includes adjustments to restructuring costs and tax contingencies, the recognition of excess tax benefits upon exercise of stock options and foreign currency translation adjustments.
|
(in millions)
|
|
2012
|
|
2011
|
||||
$750.0 million fixed rate notes due August 2013, stated rate of 5.40%
|
|
$
|
749.7
|
|
|
$
|
—
|
|
Total short-term debt
|
|
$
|
749.7
|
|
|
$
|
—
|
|
(in millions)
|
|
2012
|
|
2011
|
||||
$750.0 million fixed rate notes due August 2013, stated rate of 5.40%
|
|
$
|
—
|
|
|
$
|
749.2
|
|
$750.0 million fixed rate notes due February 2014, stated rate of 5.75%
|
|
749.0
|
|
|
748.0
|
|
||
$612.5 million fixed rate notes due March 2018, stated rate of 4.40%
(1)
|
|
610.1
|
|
|
609.6
|
|
||
$750.0 million fixed rate notes due September 2022, stated rate of 3.00%
(2)
|
|
$
|
747.7
|
|
|
—
|
|
|
Total long-term debt
|
|
$
|
2,106.8
|
|
|
$
|
2,106.8
|
|
(1)
|
In February 2010, the company entered into a forward-starting interest rate swap agreement that modified the interest obligation associated with these notes so that the interest payable on the notes effectively became fixed at a rate of
4.46%
.
|
(2)
|
In August 2012, the company entered into a forward-starting interest rate swap agreement that modified the interest obligation associated with these notes so that the interest payable on the notes effectively became fixed at a rate of
3.32%
.
|
(in millions)
|
|
Fair Value
|
||
$750.0 million fixed rate notes due August 2013
|
|
$
|
771.3
|
|
$750.0 million fixed rate notes due February 2014
|
|
792.1
|
|
|
$612.5 million fixed rate notes due March 2018
|
|
684.0
|
|
|
$750.0 million fixed rate notes due September 2022
|
|
767.1
|
|
(in millions)
|
|
Balance Sheet Location
|
|
Fair Value
|
||
Interest rate contract
|
|
Other liabilities
|
|
$
|
1.0
|
|
|
|
Gains (Losses)
Recognized in OCI
(Effective Portion)
|
|
Gains (Losses) Reclassified from
Accumulated OCI
(Effective Portion)
|
|
Gains (Losses)
Recognized in Income
(Ineffective Portion)
|
|||||||||||||||||||
(in millions)
|
|
2012
|
2011
|
|
Location
|
|
2012
|
2011
|
|
Location
|
|
2012
|
2011
|
||||||||||||
Interest rate contracts
|
|
$
|
(25.3
|
)
|
$
|
—
|
|
|
Interest and other borrowing costs
|
|
$
|
(1.1
|
)
|
$
|
(0.8
|
)
|
|
Gains (losses) on derivative investments
|
|
$
|
(0.1
|
)
|
$
|
(0.1
|
)
|
(in millions)
|
|
2012
|
|
2011
|
|
2010
|
||||||
Income before income taxes:
|
|
|
|
|
|
|
||||||
Domestic
|
|
$
|
1,703.5
|
|
|
$
|
1,952.6
|
|
|
$
|
1,733.0
|
|
Foreign
|
|
(10.1
|
)
|
|
(16.1
|
)
|
|
(11.1
|
)
|
|||
Total
|
|
$
|
1,693.4
|
|
|
$
|
1,936.5
|
|
|
$
|
1,721.9
|
|
Income tax provision:
|
|
|
|
|
|
|
||||||
Current:
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
585.2
|
|
|
$
|
644.0
|
|
|
$
|
601.6
|
|
State
|
|
117.6
|
|
|
135.4
|
|
|
148.9
|
|
|||
Foreign
|
|
1.7
|
|
|
1.4
|
|
|
(3.0
|
)
|
|||
Total
|
|
704.5
|
|
|
780.8
|
|
|
747.5
|
|
|||
Deferred:
|
|
|
|
|
|
|
||||||
Federal
|
|
50.3
|
|
|
300.2
|
|
|
(53.9
|
)
|
|||
State
|
|
37.0
|
|
|
(954.1
|
)
|
|
76.1
|
|
|||
Foreign
|
|
(5.1
|
)
|
|
(4.8
|
)
|
|
0.1
|
|
|||
Total
|
|
82.2
|
|
|
(658.7
|
)
|
|
22.3
|
|
|||
Total Income Tax Provision
|
|
$
|
786.7
|
|
|
$
|
122.1
|
|
|
$
|
769.8
|
|
|
|
2012
|
|
2011
|
|
2010
|
|||
Statutory U.S. federal tax rate
|
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
State taxes, net of federal benefit
|
|
4.8
|
|
|
6.3
|
|
|
5.8
|
|
Increase (decrease) in domestic valuation allowance
|
|
—
|
|
|
(2.5
|
)
|
|
(0.1
|
)
|
Impact of revised state and local apportionment estimates
|
|
1.0
|
|
|
(33.4
|
)
|
|
3.0
|
|
Deferred taxes associated with McGraw venture and CMA sale
|
|
6.3
|
|
|
—
|
|
|
—
|
|
Other, net
|
|
(0.6
|
)
|
|
0.9
|
|
|
1.0
|
|
Effective Tax Rate
|
|
46.5
|
%
|
|
6.3
|
%
|
|
44.7
|
%
|
(in millions)
|
|
2012
|
|
2011
|
||||
Net Current Deferred Income Tax Assets:
|
|
|
|
|
||||
Unrealized loss on securities
|
|
$
|
3.4
|
|
|
$
|
3.5
|
|
Stock-based compensation
|
|
12.9
|
|
|
12.9
|
|
||
Accrued expenses and other
|
|
17.8
|
|
|
15.6
|
|
||
Net Current Deferred Income Tax Assets
|
|
$
|
34.1
|
|
|
$
|
32.0
|
|
Net Non-Current Deferred Income Tax Assets:
|
|
|
|
|
||||
Domestic unrealized loss on investment in BM&FBOVESPA
|
|
$
|
—
|
|
|
$
|
37.8
|
|
Foreign losses
|
|
22.7
|
|
|
44.6
|
|
||
Domestic losses
|
|
10.2
|
|
|
—
|
|
||
Stock-based compensation
|
|
47.9
|
|
|
40.0
|
|
||
Deferred compensation
|
|
27.5
|
|
|
20.3
|
|
||
Unrealized losses on securities
|
|
29.7
|
|
|
46.4
|
|
||
Accrued expenses and other
|
|
49.2
|
|
|
46.4
|
|
||
Subtotal
|
|
187.2
|
|
|
235.5
|
|
||
Valuation allowance
|
|
(24.8
|
)
|
|
(43.2
|
)
|
||
Total non-current deferred income tax assets
|
|
162.4
|
|
|
192.3
|
|
||
Non-Current Deferred Income Tax Liabilities:
|
|
|
|
|
||||
Domestic unrealized gain on investment in BM&FBOVESPA
|
|
(21.6
|
)
|
|
—
|
|
||
Purchased intangible assets
|
|
(7,523.6
|
)
|
|
(7,342.0
|
)
|
||
Property
|
|
(30.5
|
)
|
|
(77.1
|
)
|
||
Total non-current deferred income tax liabilities
|
|
(7,575.7
|
)
|
|
(7,419.1
|
)
|
||
Net Non-Current Deferred Income Tax Liabilities
|
|
$
|
(7,413.3
|
)
|
|
$
|
(7,226.8
|
)
|
(in millions)
|
|
2012
|
|
2011
|
|
2010
|
||||||
Gross unrecognized tax benefits
|
|
$
|
37.7
|
|
|
$
|
36.8
|
|
|
$
|
56.4
|
|
Unrecognized tax benefits, net of tax impacts in other jurisdictions
|
|
24.5
|
|
|
24.9
|
|
|
43.0
|
|
|||
Unrecognized interest and penalties related to uncertain tax positions
|
|
20.1
|
|
|
17.1
|
|
|
15.5
|
|
|||
Interest and penalties recognized in the consolidated statements of income
|
|
3.0
|
|
|
1.6
|
|
|
5.4
|
|
(in millions)
|
|
2012
|
|
2011
|
|
2010
|
||||||
Balance at January 1
|
|
$
|
36.8
|
|
|
$
|
56.4
|
|
|
$
|
42.6
|
|
Additions based on tax positions related to the current year
|
|
5.3
|
|
|
6.0
|
|
|
10.4
|
|
|||
Additions for tax positions of prior years
|
|
3.2
|
|
|
0.6
|
|
|
4.1
|
|
|||
Reductions for tax positions of prior years
|
|
(2.0
|
)
|
|
(22.9
|
)
|
|
(0.5
|
)
|
|||
Reductions resulting from the lapse of statutes of limitations
|
|
(2.2
|
)
|
|
—
|
|
|
(0.2
|
)
|
|||
Settlements with taxing authorities
|
|
(3.4
|
)
|
|
(3.3
|
)
|
|
—
|
|
|||
Balance at December 31
|
|
$
|
37.7
|
|
|
$
|
36.8
|
|
|
$
|
56.4
|
|
(in millions)
|
|
2012
|
|
2011
|
||||
Balance at January 1
|
|
$
|
148.8
|
|
|
$
|
118.2
|
|
Service cost
|
|
16.0
|
|
|
13.5
|
|
||
Interest cost
|
|
7.9
|
|
|
7.4
|
|
||
Actuarial (gain) loss
|
|
18.5
|
|
|
14.4
|
|
||
Benefits paid
|
|
(9.6
|
)
|
|
(4.7
|
)
|
||
Balance at December 31
|
|
$
|
181.6
|
|
|
$
|
148.8
|
|
(in millions)
|
|
2012
|
|
2011
|
|
2010
|
||||||
Balance at January 1
|
|
$
|
149.1
|
|
|
$
|
121.3
|
|
|
$
|
107.7
|
|
Actual return on plan assets
|
|
16.4
|
|
|
4.5
|
|
|
12.8
|
|
|||
Employer contributions
|
|
28.0
|
|
|
28.0
|
|
|
5.2
|
|
|||
Benefits paid
|
|
(9.6
|
)
|
|
(4.7
|
)
|
|
(4.4
|
)
|
|||
Balance at December 31
|
|
$
|
183.9
|
|
|
$
|
149.1
|
|
|
$
|
121.3
|
|
(in millions)
|
|
2012
|
|
2011
|
||||
Level 2:
|
|
|
|
|
||||
Money market funds
|
|
$
|
29.4
|
|
|
$
|
29.3
|
|
Mutual funds:
|
|
|
|
|
||||
U.S. equity
|
|
47.4
|
|
|
35.3
|
|
||
Foreign equity
|
|
49.1
|
|
|
33.3
|
|
||
Fixed income
|
|
50.8
|
|
|
45.3
|
|
||
Commodity
|
|
7.2
|
|
|
5.9
|
|
||
Total
|
|
$
|
183.9
|
|
|
$
|
149.1
|
|
(in millions)
|
|
2012
|
|
2011
|
|
2010
|
||||||
Components of Net Pension Expense:
|
|
|
|
|
|
|
||||||
Service cost
|
|
$
|
16.0
|
|
|
$
|
13.5
|
|
|
$
|
11.6
|
|
Interest cost
|
|
7.9
|
|
|
7.4
|
|
|
6.5
|
|
|||
Expected return on plan assets
|
|
(11.0
|
)
|
|
(9.0
|
)
|
|
(8.3
|
)
|
|||
Recognized net actuarial loss
|
|
2.5
|
|
|
1.5
|
|
|
2.2
|
|
|||
Net Pension Expense
|
|
$
|
15.4
|
|
|
$
|
13.4
|
|
|
$
|
12.0
|
|
Assumptions Used to Determine End-of-Year Benefit Obligation:
|
|
|
|
|
|
|
||||||
Discount rate
|
|
4.10
|
%
|
|
5.00
|
%
|
|
5.70
|
%
|
|||
Rate of compensation increase
|
|
5.00
|
|
|
5.00
|
|
|
5.00
|
|
|||
Cash balance interest crediting rate
|
|
4.00
|
|
|
4.00
|
|
|
4.00
|
|
|||
Assumptions Used to Determine Net Pension Expense:
|
|
|
|
|
|
|
||||||
Discount rate
|
|
5.00
|
%
|
|
5.70
|
%
|
|
5.70
|
%
|
|||
Rate of compensation increase
|
|
5.00
|
|
|
5.00
|
|
|
5.00
|
|
|||
Expected return on plan assets
|
|
7.75
|
|
|
7.75
|
|
|
8.00
|
|
|||
Interest crediting rate
|
|
4.00
|
|
|
4.00
|
|
|
4.00
|
|
(in millions)
|
|
Prior
Service
Costs
|
|
Actuarial
Loss
|
||||
Balance at January 1
|
|
$
|
0.2
|
|
|
$
|
46.3
|
|
Unrecognized loss
|
|
—
|
|
|
13.0
|
|
||
Recognized as a component of net pension expense
|
|
—
|
|
|
(2.5
|
)
|
||
Balance at December 31
|
|
$
|
0.2
|
|
|
$
|
56.8
|
|
•
|
In April 2012, the company sold two buildings in Chicago at 141 W. Jackson and leased back a portion of the property. The operating lease, which has an initial lease term ending on April 30, 2027, contains four consecutive renewal options for five years.
|
•
|
In January 2011, the company entered into an operating lease for office space in London. The initial lease term, which became effective on January 20, 2011, terminates on March 24, 2026, with an option to terminate without penalty in January 2021.
|
•
|
In July 2008, the company renegotiated the operating lease for its headquarters at 20 South Wacker Drive in Chicago. The lease, which has an initial term ending on November 30, 2022, contains
two
consecutive renewal options for
seven
and
ten
years and a contraction option which allows the company to reduce its occupied space after November 30, 2018. In addition, the company may exercise a lease expansion option in December 2017.
|
•
|
In August 2006, the company entered into an operating lease for additional office space in Chicago. The initial lease term, which became effective on August 10, 2006, terminates on November 30, 2023. The lease contains
two
5
-year renewal options beginning in 2023.
|
Year
|
|
||
2013
|
$
|
28.7
|
|
2014
|
29.1
|
|
|
2015
|
28.9
|
|
|
2016
|
28.9
|
|
|
2017
|
29.3
|
|
|
Thereafter
|
152.9
|
|
|
Total
|
$
|
297.8
|
|
Year
|
|
||
2013
|
$
|
16.6
|
|
2014
|
11.9
|
|
|
2015
|
5.8
|
|
|
2016
|
1.0
|
|
|
2017
|
0.5
|
|
|
Thereafter
|
1.0
|
|
|
Total
|
$
|
36.8
|
|
(in millions)
|
|
2012
|
|
2011
|
|
2010
|
||||||
Balance at January 1
|
|
$
|
70.3
|
|
|
$
|
68.1
|
|
|
$
|
—
|
|
Contribution by Dow Jones
|
|
—
|
|
|
—
|
|
|
675.0
|
|
|||
Distribution to Dow Jones
|
|
—
|
|
|
—
|
|
|
(607.5
|
)
|
|||
Allocation of stock-based compensation
|
|
—
|
|
|
0.1
|
|
|
—
|
|
|||
Total comprehensive income attributable to redeemable non-controlling interest
|
|
10.5
|
|
|
2.1
|
|
|
0.6
|
|
|||
Balance at December 31
|
|
$
|
80.8
|
|
|
$
|
70.3
|
|
|
$
|
68.1
|
|
|
|
December 31,
|
||
(in thousands)
|
|
2012
|
|
2011
|
Class A common stock authorized
|
|
1,000,000
|
|
1,000,000
|
Class A common stock issued and outstanding
|
|
331,832
|
|
330,653
|
Class B-1 common stock authorized, issued and outstanding
|
|
0.6
|
|
0.6
|
Class B-2 common stock authorized, issued and outstanding
|
|
0.8
|
|
0.8
|
Class B-3 common stock authorized, issued and outstanding
|
|
1.3
|
|
1.3
|
Class B-4 common stock authorized, issued and outstanding
|
|
0.4
|
|
0.4
|
(in millions)
|
|
2012
|
|
2011
|
|
2010
|
||||||
Compensation expense
|
|
$
|
61.4
|
|
|
$
|
51.3
|
|
|
$
|
40.9
|
|
Income tax benefit recognized
|
|
22.5
|
|
|
18.8
|
|
|
16.4
|
|
|
Grant Year
|
||||
|
2012
|
|
2011
|
|
2010
|
Dividend yield
|
4.2%-4.5%
|
|
1.2%-2.4%
|
|
1.4%-1.7%
|
Expected volatility
|
40%-41%
|
|
41%-42%
|
|
42%-44%
|
Risk-free interest rate
|
0.8%-1.5%
|
|
2.0%-2.3%
|
|
1.9%-2.9%
|
Expected life
|
5.0 to 6.2 years
|
|
5.6 to 6.2 years
|
|
6.2 years
|
|
|
Number of Shares
|
|
Weighted
Average
Exercise
Price
|
|
Weighted Average Remaining Contractual Life
|
|
Aggregate Intrinsic Value
|
|||||
Outstanding at December 31, 2011
|
|
7,086,080
|
|
|
$
|
60
|
|
|
6.4 years
|
|
$
|
29.1
|
|
Granted
|
|
81,040
|
|
|
54
|
|
|
|
|
|
|||
Exercised
|
|
(744,509
|
)
|
|
30
|
|
|
|
|
|
|||
Cancelled
|
|
(527,340
|
)
|
|
78
|
|
|
|
|
|
|||
Outstanding at December 31, 2012
|
|
5,895,271
|
|
|
63
|
|
|
5.7 years
|
|
15.2
|
|
||
Exercisable at December 31, 2012
|
|
4,066,056
|
|
|
65
|
|
|
4.7 years
|
|
14.9
|
|
|
Number of Shares
|
|
Weighted
Average
Grant Date
Fair Value
|
|||
Outstanding at December 31, 2011
|
1,432,610
|
|
|
$
|
57
|
|
Granted
|
1,073,798
|
|
|
54
|
|
|
Vested
|
(366,388
|
)
|
|
55
|
|
|
Cancelled
|
(226,493
|
)
|
|
63
|
|
|
Outstanding at December 31, 2012
|
1,913,527
|
|
|
54
|
|
|
|
December 31, 2012
|
||||||||||||||
(in millions)
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets at Fair Value:
|
|
|
|
|
|
|
|
|
||||||||
Marketable securities:
|
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury securities
|
|
$
|
17.5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
17.5
|
|
Mutual funds
|
|
38.7
|
|
|
—
|
|
|
—
|
|
|
38.7
|
|
||||
Asset-backed securities
|
|
—
|
|
|
0.4
|
|
|
—
|
|
|
0.4
|
|
||||
Total
|
|
56.2
|
|
|
0.4
|
|
|
—
|
|
|
56.6
|
|
||||
Equity investments
|
|
721.7
|
|
|
—
|
|
|
—
|
|
|
721.7
|
|
||||
Total Assets at Fair Value
|
|
$
|
777.9
|
|
|
$
|
0.4
|
|
|
$
|
—
|
|
|
$
|
778.3
|
|
Liabilities at Fair Value:
|
|
|
|
|
|
|
|
|
||||||||
Interest rate swap contract
|
|
$
|
—
|
|
|
$
|
1.0
|
|
|
$
|
—
|
|
|
$
|
1.0
|
|
Contingent consideration
|
|
—
|
|
|
—
|
|
|
12.6
|
|
|
12.6
|
|
||||
Total Liabilities at Fair Value
|
|
$
|
—
|
|
|
$
|
1.0
|
|
|
$
|
12.6
|
|
|
$
|
13.6
|
|
|
|
December 31, 2011
|
||||||||||||||
(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
|
|
31.8
|
|
|
—
|
|
|
—
|
|
|
31.8
|
|
||||
Municipal bonds
|
|
—
|
|
|
4.5
|
|
|
—
|
|
|
4.5
|
|
||||
Asset-backed securities
|
|
—
|
|
|
0.9
|
|
|
—
|
|
|
0.9
|
|
||||
U.S. Government agency securities
|
|
—
|
|
|
5.3
|
|
|
—
|
|
|
5.3
|
|
||||
Total
|
|
36.9
|
|
|
10.7
|
|
|
—
|
|
|
47.6
|
|
||||
Equity investments
|
|
552.8
|
|
|
—
|
|
|
—
|
|
|
552.8
|
|
||||
Total Assets at Fair Value
|
|
$
|
589.7
|
|
|
$
|
10.7
|
|
|
$
|
—
|
|
|
$
|
600.4
|
|
Liabilities at Fair Value:
|
|
|
|
|
|
|
|
|
||||||||
Contingent consideration
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
10.3
|
|
|
$
|
10.3
|
|
Total Liabilities at Fair Value
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
10.3
|
|
|
$
|
10.3
|
|
(in millions)
|
Contingent Consideration
|
||
Fair value of liability at December 31, 2010
|
$
|
9.5
|
|
Realized and unrealized gains (losses):
|
|
||
Included in operating expense
|
0.8
|
|
|
Fair value of liability at December 31, 2011
|
10.3
|
|
|
Contingent obligation arising from acquisition
|
1.2
|
|
|
Realized and unrealized gains (losses):
|
|
||
Included in operating expense
|
1.1
|
|
|
Fair value of liability at December 31, 2012
|
$
|
12.6
|
|
(in thousands)
|
2012
|
|
2011
|
|
2010
|
|||
Stock options
|
4,851
|
|
|
4,689
|
|
|
4,239
|
|
Restricted stock awards
|
—
|
|
|
—
|
|
|
16
|
|
Total
|
4,851
|
|
|
4,689
|
|
|
4,255
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
Net Income Attributable to CME Group (in millions)
|
$
|
896.3
|
|
|
$
|
1,812.3
|
|
|
$
|
951.4
|
|
Weighted Average Common Shares Outstanding (in thousands):
|
|
|
|
|
|
||||||
Basic
|
331,252
|
|
|
332,737
|
|
|
331,493
|
|
|||
Effect of stock options and restricted stock awards
|
1,067
|
|
|
1,074
|
|
|
982
|
|
|||
Diluted
|
332,319
|
|
|
333,811
|
|
|
332,475
|
|
|||
Earnings per Common Share Attributable to CME Group:
|
|
|
|
|
|
||||||
Basic
|
$
|
2.71
|
|
|
$
|
5.45
|
|
|
$
|
2.87
|
|
Diluted
|
2.70
|
|
|
5.43
|
|
|
2.86
|
|
(in millions, except per share data)
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
|
Year to Date
|
||||||||||
Year Ended December 31, 2012
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total revenues
|
|
$
|
774.6
|
|
|
$
|
795.9
|
|
|
$
|
683.2
|
|
|
$
|
660.9
|
|
|
$
|
2,914.6
|
|
Operating income
|
|
451.2
|
|
|
469.2
|
|
|
396.0
|
|
|
375.6
|
|
|
1,692.0
|
|
|||||
Non-operating income (expense)
|
|
(17.8
|
)
|
|
41.5
|
|
|
(0.2
|
)
|
|
(22.1
|
)
|
|
1.4
|
|
|||||
Income before income taxes
|
|
433.4
|
|
|
510.7
|
|
|
395.8
|
|
|
353.5
|
|
|
1,693.4
|
|
|||||
Net income attributable to CME Group
|
|
266.6
|
|
|
244.9
|
|
|
218.0
|
|
|
166.8
|
|
|
896.3
|
|
|||||
Earnings per common share attributable to CME Group:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
$
|
0.81
|
|
|
$
|
0.74
|
|
|
$
|
0.66
|
|
|
$
|
0.50
|
|
|
$
|
2.71
|
|
Diluted
|
|
0.80
|
|
|
0.74
|
|
|
0.66
|
|
|
0.50
|
|
|
2.70
|
|
|||||
Year Ended December 31, 2011
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total revenues
|
|
$
|
831.6
|
|
|
$
|
838.3
|
|
|
$
|
874.2
|
|
|
$
|
736.5
|
|
|
$
|
3,280.6
|
|
Operating income
|
|
524.1
|
|
|
534.5
|
|
|
572.1
|
|
|
390.4
|
|
|
2,021.1
|
|
|||||
Non-operating income (expense)
|
|
(12.5
|
)
|
|
(25.2
|
)
|
|
(26.2
|
)
|
|
(20.7
|
)
|
|
(84.6
|
)
|
|||||
Income before income taxes
|
|
511.6
|
|
|
509.3
|
|
|
545.9
|
|
|
369.7
|
|
|
1,936.5
|
|
|||||
Net income attributable to CME Group
|
|
456.6
|
|
|
293.7
|
|
|
316.1
|
|
|
745.9
|
|
|
1,812.3
|
|
|||||
Earnings per common share attributable to CME Group:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
$
|
1.37
|
|
|
$
|
0.88
|
|
|
$
|
0.95
|
|
|
$
|
2.26
|
|
|
$
|
5.45
|
|
Diluted
|
|
1.36
|
|
|
0.88
|
|
|
0.95
|
|
|
2.25
|
|
|
5.43
|
|
ITEM 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
ITEM 9A.
|
CONTROLS AND PROCEDURES
|
ITEM 9B.
|
OTHER INFORMATION
|
ITEM 10.
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
ITEM 11.
|
EXECUTIVE COMPENSATION
|
ITEM 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS
|
Plan category
|
|
Number of Securities to be Issued Upon Exercise of Outstanding Options (a)
|
|
Weighted-Average Exercise Price of Outstanding Options (b)
|
|
Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding securities reflected in column (a))(c)
|
||||
Equity compensation plans approved by security holders
|
|
5,895,271
|
|
|
$
|
62.51
|
|
|
23,725,139
|
|
Equity compensation plans not approved by security holders
|
|
—
|
|
|
|
|
|
|||
Total
|
|
5,895,271
|
|
|
|
|
23,725,139
|
|
ITEM 13.
|
CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
|
ITEM 14.
|
PRINCIPAL ACCOUNTANT FEES AND SERVICES
|
ITEM 15.
|
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
|
|
Balance at
beginning
of year
|
|
Charged
against
goodwill
|
|
Charged
(credited) to
costs and
expenses
|
|
Other
(1)
|
|
Balance
at end
of year
|
||||||||||
Year Ended December 31, 2012
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts
|
$
|
1.3
|
|
|
$
|
—
|
|
|
$
|
1.0
|
|
|
$
|
(1.5
|
)
|
|
$
|
0.8
|
|
Allowance for deferred tax assets
|
43.2
|
|
|
0.5
|
|
|
(3.0
|
)
|
|
(15.9
|
)
|
|
24.8
|
|
|||||
Year Ended December 31, 2011
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts
|
$
|
1.6
|
|
|
$
|
—
|
|
|
$
|
22.4
|
|
|
$
|
(22.7
|
)
|
|
$
|
1.3
|
|
Allowance for deferred tax assets
|
258.4
|
|
|
—
|
|
|
(46.4
|
)
|
|
(168.8
|
)
|
|
43.2
|
|
|||||
Year Ended December 31, 2010
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts
|
$
|
1.9
|
|
|
$
|
—
|
|
|
$
|
0.2
|
|
|
$
|
(0.5
|
)
|
|
$
|
1.6
|
|
Allowance for deferred tax assets
|
264.4
|
|
|
—
|
|
|
(6.1
|
)
|
|
0.1
|
|
|
258.4
|
|
(1)
|
Includes write-offs of doubtful accounts and reversals of deferred tax asset valuation allowances against accumulated other comprehensive income.
|
(3)
|
Exhibits
|
Exhibit
Number
|
|
Description of Exhibit
|
|
|
|
2.
|
|
Plan of Acquisition, Reorganization, Arrangement, Liquidation or Succession
|
|
|
|
2.1
|
|
Agreement and Plan of Merger, dated as of March 17, 2008, among CME Group Inc., CMEG NY Inc., NYMEX Holdings, Inc. and New York Mercantile Exchange, Inc. (incorporated by reference to Exhibit 2.1 to CME Group Inc.’s Form 8-K, filed with the SEC on March 21, 2008, File No. 000-33379); Amendment, dated June 30, 2008 (incorporated by reference to Exhibit 2.1 to CME Group Inc.’s Form 10-Q, filed with the SEC on August 7, 2008, File No. 001-31553); Amendment, dated as of July 18, 2008 (incorporated by reference to Exhibit 2.1 to CME Group’s Current Report on Form 8-K, filed with the SEC on July 23, 2008, File No. 001-31553); Amendment, dated as of August 7, 2008 (incorporated by reference to Exhibit 2.2 to CME Group’s Form 10-Q filed with the SEC on November 10, 2008, File No. 001-31553).
|
|
|
|
3.
|
|
Articles of Incorporation and Bylaws
|
|
|
|
3.1
|
|
Fourth Amended and Restated Certificate of Incorporation of CME Group Inc. (incorporated by reference to Exhibit 3.1 to CME Group Inc.’s Current Report on Form 8-K, filed with the SEC on May 29, 2012, File No. 001-31553).
|
|
|
|
3.2
|
|
Ninth Amended and Restated Bylaws of CME Group Inc. (incorporated by reference to Exhibit 3.1 to CME Group Inc.’s Current Report on Form 8-K, filed with the SEC on November 14, 2012, File No. 001-31553).
|
|
|
|
4.
|
|
Instruments Defining the Rights of Security Holders
|
|
|
|
4.1
|
|
Commercial Paper Dealer Agreement, dated as of August 16, 2007, among CME Group Inc., as Issuer, and Lehman Brothers Inc., as Dealer (subsequently assigned to Barclays Capital Inc. in connection with the bankruptcy of Lehman Brothers Holdings Inc.) (incorporated by reference to Exhibit 4.2 to CME Group Inc.’s Form 10-Q, filed with the SEC on November 8, 2007, File No. 000-33379).
|
|
|
|
4.2
|
|
Issuing and Paying Agency Agreement, dated as of August 16, 2007, between CME Group Inc. and JPMorgan Chase Bank, National Association, as Issuing and Paying Agent (incorporated by reference to Exhibit 4.3 to CME Group Inc.’s Form 10-Q, filed with the SEC on November 8, 2007, File No. 000-33379).
|
|
|
|
4.3
|
|
Commercial Paper Dealer Agreement, dated as of August 20, 2008, between CME Group Inc., as Issuer, and Banc of America Securities LLC, as Dealer (incorporated by reference to Exhibit 10.1 to CME Group Inc.’s Current Report on Form 8-K, filed with the SEC on August 26, 2008, File No. 001-31553).
|
|
|
|
4.4
|
|
Commercial Paper Dealer Agreement, dated as of August 22, 2008, between CME Group Inc., as Issuer, and Goldman, Sachs & Co., as Dealer (incorporated by reference to Exhibit 10.2 to CME Group Inc.’s Current Report on Form 8-K, filed with the SEC on August 26, 2008, File No. 001-31553).
|
|
|
|
4.5
|
|
Indenture, dated August 12, 2008, between CME Group Inc. and U.S. Bank National Association (incorporated by reference to Exhibit 4.1 to CME Group Inc.’s Current Report on Form 8-K, filed with the SEC on August 13, 2008, File No. 001-31553).
|
|
|
|
4.6
|
|
Third Supplemental Indenture, dated August 12, 2008 (including the form of 5.4% note due 2013), between CME Group Inc. and U.S. Bank National Association (incorporated by reference to Exhibit 4.4 to CME Group Inc.’s Current Report on Form 8-K, filed with the SEC on August 13, 2008, File No. 001-31553).
|
|
|
|
4.7
|
|
Fourth Supplemental Indenture (including the form of 5.75% note due 2014), dated February 9, 2009, between CME Group Inc. and U.S. Bank National Association (incorporated by reference to Exhibit 4.2 to CME Group Inc.’s Current Report on Form 8-K, filed with the SEC on February 9, 2009, File No. 001-31553).
|
|
|
|
4.8
|
|
Fifth Supplemental Indenture (including the form of 3.00% note due 2022), dated September 10, 2012, between CME Group Inc. and U.S. Bank National Association (incorporated by reference to Exhibit 4.2 to CME Group Inc.'s Current Report on Form 8-K, filed with the SEC on September 10, 2012, File No. 001-31553).
|
4.9
|
|
Indenture (including the form of 4.40% note due 2018), dated March 18, 2010, between CME Group Index Services LLC, CME Group Inc. and U.S. Bank National Association (incorporated by reference to Exhibit 4.1 to CME Group Inc.’s Current Report on Form 8-K, filed with the SEC on March 23, 2010, File No. 001-31553).
|
|
|
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Exhibit
Number
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Description of Exhibit
|
10.
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Material Contracts
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10.1(1)*
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|
CME Group Inc. Amended and Restated Omnibus Stock Plan, amended and restated effective as of May 23, 2012 (incorporated by reference to Exhibit 10.1 to CME Group Inc.’s Form 8-K, filed with the SEC on May 29, 2012, File No. 001-31553); First Amendment to the Amended and Restated Omnibus Stock Plan, effective as of December 5, 2012.*
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10.2(1)*
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Form of Equity Grant Letter for Executive Officers.
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10.3(1)
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Form of equity grant letter for performance based shares based on specific Company initiatives (incorporated by reference to Exhibit 10.7 to CME Group Inc.'s Form 10-Q, filed with the SEC on August 5, 2011, File No. 001-31553).
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10.4(1)*
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Form of equity grant letter for annual grant of performance shares.
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10.5(1)
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CME Group Inc. 2005 Director Stock Plan, amended and restated effective as of May 13, 2009 (incorporated by reference to Exhibit 10.2 to CME Group Inc.'s Current Report on Form 8-K, filed with the SEC on May 18, 2009, File No. 001-31553).
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10.6(1)
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Form of Equity Stipend Grant Letter for Non-Executive Directors (incorporated by reference to Exhibit 10.4 to CME Group Inc.'s Form 10-K, filed with the SEC on February 26, 2010, File No. 001-31553).
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10.7(1)*
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CME Group Inc.'s Amended and Restated Employee Stock Purchase Plan, amended and restated as of May 23, 2012 (incorporated by reference to Exhibit 10.2 to CME Group Inc.'s Form 8-K, filed with the SEC on May 29, 2012, File No. 001-31553; First Amendment to the Amended and Restated Employee Stock Purchase Plan, effective as of December 5, 2012.*
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10.8(1)
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Amended and Restated CBOT Holdings, Inc. 2005 Long-Term Equity Plan, amended and restated as of December 31, 2008 (incorporated by reference to Exhibit 10.6 to CME Group Inc.'s Form 10-K, filed with the SEC on March 2, 2009, File No. 001-31553).
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10.9(1)
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Amended and Restated NYMEX Holdings, Inc. 2006 Omnibus Long-Term Incentive Plan, amended and restated as of December 31, 2008 (incorporated by reference to Exhibit 10.7 to CME Group Inc.'s Form 10-K, filed with the SEC on March 2, 2009, File No. 001-31553).
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10.10(1)
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Chicago Mercantile Exchange Inc. Senior Management Supplemental Deferred Savings Plan (SMSDSP) consisting of the Grandfathered SMSDSP, amended and restated as of January 1, 2008, and the Amended and Restated 409A SMSDSP, amended and restated as of January 1, 2008 (incorporated by reference to Exhibit 10.7 to CME Group Inc.'s Form 10-K, filed with the SEC on February 28, 2008, File No. 000-33379).
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10.11(1)
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Amended and Restated Chicago Mercantile Exchange Inc. Directors' Deferred Compensation Plan, amended and restated as of January 1, 2009 (incorporated by reference to Exhibit 10.9 to CME Group Inc.'s Form 10-K, filed with the SEC on March 2, 2009, File No. 001-31553).
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10.12(1)
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New York Mercantile Exchange, Inc. Executive Deferred Compensation Plan for Key Employees (incorporated by reference to Exhibit 10.5 to NYMEX Holdings, Inc.'s Form 10-K, filed with the SEC on March 29, 2001, File No. 333-30332).
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10.13(1)
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Chicago Mercantile Exchange Inc. Supplemental Executive Retirement Plan consisting of the Grandfathered Supplemental Retirement Plan, amended and restated as of January 1, 2008, and the Amended and Restated 409A Supplemental Executive Retirement Plan, amended and restated as of January 1, 2008 (incorporated by reference to Exhibit 10.9 to CME Group Inc.'s Form 10-K, filed with the SEC on February 28, 2008, File No. 000-33379).
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10.14(1)
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Chicago Mercantile Exchange Inc. Supplemental Executive Retirement Trust; First Amendment thereto, dated September 7, 1993 (incorporated by reference to Exhibit 10.5 to Chicago Mercantile Exchange Inc.'s Form S-4, filed with the SEC on February 24, 2000, File No. 333-95561); Second Amendment to Chicago Mercantile Exchange Inc. Senior Management Supplemental Deferred Savings Plan, executed as of April 25, 2011 (incorporated by reference to Exhibit 10.4 to CME Group Inc.'s Form 10-Q, filed with the SEC on August 5, 2011, File No. 001-31553)
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10.15(1)
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COMEX Members' Recognition and Retention Plan (incorporated by reference to Exhibit 10.11 to NYMEX Holdings, Inc.'s Form 10-K, filed with the SEC on March 29, 2001, File No. 333-30332).
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Exhibit
Number
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|
Description of Exhibit
|
10.16(1)
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Amended and Restated CME Group Inc. Incentive Plan for Named Executive Officers (incorporated by reference to Exhibit 10.3 to CME Group Inc.'s Current Report on Form 8-K, filed with the SEC on May 18, 2009, File No. 001-31553); Amendment, effective as of February 2, 2010 (incorporated by reference to Exhibit 10.14 to CME Group Inc.'s Form 10-K, filed with the SEC on February 26, 2010, File No. 001-31553); Second Amendment to the Amended and Restated CME Group Inc. Annual Incentive Plan for Named Executive Officers, executed as of April 25, 2011 (incorporated by reference to Exhibit 10.5 to CME Group Inc.'s Form 10-Q, filed with the SEC on August 5, 2011, File No. 001-31553).
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10.17(1)*
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CME Group Inc. Severance Plan for Eligible Executives, amended and restated effective January 1, 2013.
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10.18(1)*
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CME Group Inc. Severance Plan, amended and restate effective January 1, 2013.
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10.19(1)
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Amended Agreement, effective as of April 18, 2012, between CME Group Inc. and Terrence A. Duffy (incorporated by reference to Exhibit 10.1 to CME Group Inc.'s Form 10-Q, filed with the SEC on May 8, 2012, File No. 001-31553).
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10.20(1)
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Amended Agreement, effective as of April 18, 2012, between CME Group Inc. and Phupinder S. Gill (incorporated by reference to Exhibit 10.2 to CME Group Inc.'s Form 10-Q, filed with the SEC on May 8, 2012, File No. 001-31553).
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10.21(1)
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Consulting Agreement between Leo Melamed and CME Group Inc., dated June 26, 2009 (incorporated by reference to Exhibit 10.2 to CME Group Inc.'s Form 10-Q, filed with the SEC on August 6, 2009, File No. 001-31553).
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10.22(1)
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Consulting Agreement between Leo Melamed and Chicago Mercantile Exchange Holdings Inc., dated November 14, 2005 (incorporated by reference to Exhibit 10.28 to Chicago Mercantile Exchange Holdings Inc.'s Form 10-K filed with the SEC on March 6, 2006, File No. 000-33379); Amendment, dated as of June 21, 2012 (incorporated by reference to Exhibit 10.4 to CME Group Inc.'s Form 10-Q, filed with the SEC on August 8, 2012, File No. 001-31553).
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10.23(1)*
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Consulting Agreement between John F. Sandner and Chicago Mercantile Exchange Holdings Inc., dated October 10, 2005 (incorporated by reference to Exhibit 10.4 to Chicago Mercantile Exchange Holdings Inc.'s Form 10-Q, filed with the SEC on November 4, 2005, File No. 000-33379); Amendment, dated November 30, 2012.*
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10.24(1)
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Craig S. Donohue Retirement Agreement, dated as of May 1, 2012 (incorporated by reference to Exhibit 10.1 to CME Group Inc.'s Form 8-K, filed with the SEC on May 2, 2012, File No. 001-31553).
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10.25(2)
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License Agreement, dated June 29, 2012, between Standard & Poor's Financial Services LLC and Chicago Mercantile Exchange Inc. (incorporated by reference to Exhibit 10.6 to CME Group Inc.'s Form 10-Q, filed with the SEC on August 8, 2012, File No. 001-31553).
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10.26(2)
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Amended and Restated Index License Agreement, between CME Group Index Services LLC and the Board of Trade of the City of Chicago, Inc., effective as of July 1, 2011 (incorporated by reference to Exhibit 10.5 to CME Group Inc.'s Form 10-Q, filed with the SEC on August 8, 2012, File No. 001-31553).
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10.27(2)
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License Agreement, effective as of October 9, 2003, between The Nasdaq Stock Market, Inc., a subsidiary of National Association of Securities Dealers, Inc., and Chicago Mercantile Exchange Inc. (incorporated by reference to Exhibit 10.9 to Chicago Mercantile Exchange Holdings Inc.'s Form 10-K, filed with the SEC on March 11, 2004, File No. 001-31553), Amendment, dated April 26, 2005 (incorporated by reference to Exhibit 10.1 to Chicago Mercantile Exchange Holdings Inc.'s Form 10-Q, filed with the SEC on August 4, 2005, File No. 001-31553); Amendment, dated June 22, 2005 (incorporated by reference to Exhibit 10.2 to Chicago Mercantile Exchange Holdings Inc.'s Form 10-Q, filed with the SEC on August 4, 2005, File No. 001-31553); Amendment, dated as of June 26, 2008 (incorporated by reference to Exhibit 10.1 to CME Group Inc.'s Form 10-Q, filed with the SEC on August 7, 2008, File No. 001-31553).
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10.28
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Credit Agreement, dated as of November 30, 2012, among CME Group, certain financial institutions and other persons party thereto as lenders, and Bank of America, N.A., as administrative agent, Barclays Bank PLC, Citibank, N.A., UBS Securities LLC, and Wells Fargo Bank, National Association as co-syndication agents, and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Barclays Bank PLC, UBS Securities LLC, and Wells Fargo Securities, LLC as joint lead arrangers and joint book managers (incorporated by reference to Exhibit 10.2 to CME Group Inc.'s Form 8-K, filed with the SEC on December 5, 2012, File No. 001-31553); Amendment No. 1 to Credit Agreement and Joinder Agreement, dated as of November 30, 2012, including the Consolidated Form Credit Agreement as Annex A, among CME Group Inc., certain financial institutions and other persons party thereto as lenders, and Bank of America, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to CME Group Inc.'s Form 8-K, filed with the SEC on December 5, 2012, File No. 001-31553).
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Exhibit
Number
|
|
Description of Exhibit
|
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10.29
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Chicago Mercantile Exchange Credit Agreement, dated as of November 8, 2012, with each of the banks from time to time party thereto; Bank of America, N.A., as administrative agent; Deutsche Bank Trust Company Americas, as collateral agent; Barclays Bank PLC and Bank of China, New York Branch, as syndication agents; The Bank of Nova Scotia, BMO Harris Bank N.A., Citibank, N.A., Lloyds TSB Bank PLC, The Bank of Tokyo-Mitsubishi UFJ, LTD., UBS Securities LLC, and Wells Fargo Bank, National Association, as documentation agents; and Merrill Lynch, Piece, Fenner & Smith Incorporated, Barclays Bank PLC and Bank of China, New York Branch, as joint lead arrangers (incorporated by reference to Exhibit 10.1 to CME Group Inc.'s Form 8-K, filed with the SEC on November 14, 2012, File No. 001-31553).
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10.30
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Commercial Paper Dealer Agreement, dated as of August 16, 2007, among CME Group Inc., as Issuer, and Lehman Brothers Inc., as Dealer (subsequently assigned to Barclays Capital Inc. in connection with the bankruptcy of Lehman Brothers Holdings Inc.) (incorporated by reference to Exhibit 4.1 above).
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10.31
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Issuing and Paying Agency Agreement, dated as of August 16, 2007, between CME Group Inc. and JPMorgan Chase Bank, National Association, as Issuing and Paying Agent (incorporated by reference to Exhibit 4.2 above).
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10.32
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Commercial Paper Dealer Agreement, dated as of August 20, 2008, between CME Group Inc., as Issuer, and Banc of America Securities LLC, as Dealer (incorporated by reference to Exhibit 4.3 above).
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10.33
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Commercial Paper Dealer Agreement, dated as of August 22, 2008, between CME Group Inc., as Issuer, and Goldman, Sachs & Co., as Dealer (incorporated by reference to Exhibit 4.4 above).
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10.34
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Ground Lease between Battery Park City Authority and New York Mercantile Exchange dated May 18, 1995 (incorporated by reference to Exhibit 10.3 to NYMEX Holdings, Inc.'s Registration Statement on Form S-4, filed with the SEC on April 14, 2000, File No. 333-30332).
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10.35
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Funding Agreement among New York State Urban Development Corporation, New York City Economic Development Corporation, Battery Park City Authority and New York Mercantile Exchange dated May 18, 1995 (incorporated by reference to Exhibit 10.4 to NYMEX Holdings, Inc.'s Registration Statement on Form S-4, filed with the SEC on April 14, 2000, File No. 333-30332).
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12.1*
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Ratio of Fixed Charges.
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21.1*
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List of Subsidiaries of CME Group Inc.
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23.1*
|
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Consent of Ernst & Young LLP.
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31.1*
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Section 302—Certification of Phupinder S. Gill.
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31.2*
|
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Section 302—Certification of James E. Parisi.
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32.1*
|
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Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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101.INS*
|
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XBRL Instance Document
|
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101.SCH*
|
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XBRL Taxonomy Extension Schema Document
|
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101.CAL*
|
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XBRL Taxonomy Extension Calculation Linkbase Document
|
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101.DEF*
|
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XBRL Taxonomy Extension Definition Linkbase
|
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101.LAB*
|
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XBRL Taxonomy Extension Label Linkbase Document
|
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101.PRE*
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
*
|
Filed herewith.
|
(1)
|
Management contract or compensatory plan or arrangement.
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(2)
|
Confidential treatment pursuant to Rule 406 of the Securities Act has been previously granted by the SEC for portions of this exhibit.
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CME Group Inc.
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||
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By:
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/
S
/ J
AMES
E. P
ARISI
|
|
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|
James E. Parisi
Managing Director and Chief Financial Officer
|
Signature
|
|
Title
|
|
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|
/
S
/ TERRENCE A. DUFFY
|
|
Executive Chairman of the Board and Director & President
|
Terrence A. Duffy
|
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/
S
/ PHUPINDER S. GILL
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Chief Executive Officer and Director
|
Phupinder S. Gill
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/
S
/ JAMES E. PARISI
|
|
Senior Managing Director and Chief Financial Officer
|
James E. Parisi
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/
S
/ JAMES V. PIEPER
|
|
Managing Director and Chief Accounting Officer
|
James V. Pieper
|
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/
S
/ LEO MELAMED
|
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Chairman Emeritus and Director
|
Leo Melamed
|
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/
S
/ JEFFREY M. BERNACCHI
|
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Director
|
Jeffrey M. Bernacchi
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/
S
/ TIMOTHY S. BITSBERGER
|
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Director
|
Timothy S. Bitsberger
|
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/
S
/ CHARLES P. CAREY
|
|
Director
|
Charles P. Carey
|
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/
S
/ MARK E. CERMAK
|
|
Director
|
Mark E. Cermak
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/
S
/ DENNIS H. CHOOKASZIAN
|
|
Director
|
Dennis H. Chookaszian
|
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/
S
/ JACKIE CLEGG
|
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Director
|
Jackie Clegg
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/
S
/ JAMES A. DONALDSON
|
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Director
|
James A. Donaldson
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/
S
/ MARTIN J. GEPSMAN
|
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Director
|
Martin J. Gepsman
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/
S
/ LARRY G. GERDES
|
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Director
|
Larry G. Gerdes
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/
S
/ DANIEL R. GLICKMAN
|
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Director
|
Daniel R. Glickman
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/
S
/ J. DENNIS HASTERT
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Director
|
J. Dennis Hastert
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/
S
/ BRUCE F. JOHNSON
|
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Director
|
Bruce F. Johnson
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/
S
/ GARY M. KATLER
|
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Director
|
Gary M. Katler
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/
S
/ WILLIAM P. MILLER II
|
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Director
|
William P. Miller II
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/
S
/ JOSEPH NICIFORO
|
|
Director
|
Joseph Niciforo
|
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|
/
S
/ C.C. ODOM II
|
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Director
|
C.C. Odom II
|
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|
/
S
/ JAMES E. OLIFF
|
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Director
|
James E. Oliff
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/
S
/ RONALD A. PANKAU
|
|
Director
|
Ronald A. Pankau
|
|
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|
/
S
/ EDEMIR PINTO
|
|
Director
|
Edemir Pinto
|
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|
|
/
S
/ ALEX J. POLLOCK
|
|
Director
|
Alex J. Pollock
|
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|
/
S
/ JOHN F. SANDNER
|
|
Director
|
John F. Sandner
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|
/
S
/ TERRY L. SAVAGE
|
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Director
|
Terry L. Savage
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/
S
/ WILLIAM R. SHEPARD
|
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Director
|
William R. Shepard
|
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|
/
S
/ HOWARD J. SIEGEL
|
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Director
|
Howard J. Siegel
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|
/
S
/ CHRISTOPHER STEWART
|
|
Director
|
Christopher Stewart
|
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|
/
S
/ DENNIS A. SUSKIND
|
|
Director
|
Dennis A. Suskind
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/
S
/ DAVID J. WESCOTT
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Director
|
David J. Wescott
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1.
|
Pursuant to Section 11.1 of the Plan, Section 8.2.3 of the Plan is hereby restated in its entirety, as follows:
|
1.
|
The terms of the Plan, as amended hereby, are confirmed in all respects and remain in full force and effect.
|
2.
|
This First
Amendment is effective as of December 5, 2012.
|
Restricted Stock
:
|
You have been granted
[
ó
]
restricted shares of Class A common stock, $.01 par value, of CME Group Inc.
|
Vesting Schedule
:
|
Except as otherwise provided in the Plan, 25 percent of the restricted stock grant shall become vested on each anniversary of the grant date, with 100 percent of the restricted stock grant becoming vested on the fourth anniversary of the grant date.
|
Dividends
:
|
Dividends paid on unvested restricted shares will be accrued and paid out via E*Trade according to the vesting schedule.
|
Performance Shares
:
|
Your grant has a target of
[
ó
]
Performance Shares for the achievement of Performance Goals at the target levels. Payouts will be settled after the end of the Performance Period by the issuance of Class A common stock, $.01 par value, of CME Group Inc. if certain specified Performance Goals are achieved for the Performance Period as set forth below.
|
Performance Goals:
|
[
ó
]
|
Vesting Schedule:
|
Performance Shares that are earned, if any, shall be settled in Class A common stock, $0.01 par value of CME Group Inc., which shall be issued as soon as administratively practicable after the Compensation Committee and/or its delegate confirms that the Goals have been attained. The Goals shall not be deemed to be attained until the Compensation Committee and/or its delegate confirms that they have been attained. The Performance Shares earned shall be based on the actual performance achieved under the Performance Goals during the Performance Period and issued in accordance with the Terms and Conditions attached hereto. Such shares shall become vested on the payout date in
[
ó
]
, except as otherwise provided by the terms and conditions in the Plan.
|
and Conditions:
|
The Performance Shares granted are subject to the Terms and Conditions attached hereto, as well as the terms and conditions set forth in the Plan.
|
1.
|
Performance Shares Earned.
The number of Performance Shares earned, if any, will be based on the actual performance achieved during the Performance Period relative to each Performance Goal. This determination shall be made in accordance with the following schedules:
|
a.
|
Goal 1 -
[
ó
]
%
of Performance Shares at Target, or
[
ó
]
shares:
|
[Goal 1 Performance Achievement]
|
Performance Shares Earned
|
[Maximum]
|
200% of above portion of Target Performance Shares
|
[Target]
|
100% of above portion of Target Performance Shares
|
[Threshold]
|
50% of above portion of Target Performance Shares
|
[Below Threshold]
|
0% of above portion of Target Performance Shares
|
b.
|
Goal 2 -
[
ó
]
%
of Performance Shares at Target, or
[
ó
]
shares:
|
[Goal 2 Performance Achievement]
|
Performance Shares Earned
|
[Maximum]
|
200% of above portion of Target Performance Shares
|
[Target]
|
100% of above portion of Target Performance Shares
|
[Threshold]
|
50% of above portion of Target Performance Shares
|
[Below Threshold]
|
0% of above portion of Target Performance Shares
|
2.
|
Eligibility to Receive Grant and Condition of Receipt of Performance Shares.
Notwithstanding any other eligibility requirements specified in this grant or in the Plan, in order to be eligible to receive this award and as a condition of receipt of payment of any earned Performance Shares under this award, you must have entered into an agreement with the Company containing certain post-termination of employment restrictions. The post-termination employment restrictions applicable to you are set forth in the Confidentiality, Non-Competition and Non-Solicitation Agreement with the Company, which is incorporated herein by reference.
|
3.
|
Eligibility to Receive Performance Shares.
Notwithstanding any other eligibility requirements specified in this grant or in the Plan, in order for you to be eligible to receive payment of any earned Performance Shares after the end of the Performance Period, you must remain employed through the payout date.
|
4.
|
Termination of Service.
If your employment is terminated by reason of death or Disability (as defined in the Plan), your eligibility for payment of the Performance Shares is governed by the terms of the Plan. If your employment is terminated for any other reason, any Performance Shares that are not vested will be forfeited.
|
1.
|
Pursuant to Section 18 of the Plan, Section 2.h of the Plan is hereby restated in its entirety, as follows:
|
2.
|
The terms of the Plan, as amended hereby, are confirmed in all respects and remain in full force and effect.
|
3.
|
This First Amendment is effective as of December 5, 2012.
|
2.4 “Continuation Coverage”
|
..................................................................................................
1
|
2.9 “Involuntary Termination”
|
..................................................................................................
2
|
I.
|
Purpose, Intent, and Effective Date
.
|
II.
|
Definitions
.
|
2.1
|
“
Administrator
” means the person(s) or committee designated by the Company to administer the Plan. The Administrator shall be the “administrator” and the “named fiduciary” of the Plan for purposes of ERISA. Unless there is another designation by the Company, the Administrator is the Compensation Committee of the Board of Directors of the Company.
|
2.2
|
“
Cause
” means engaging in conduct that violates any of the Employer’s policies and/or is harmful to the Employer. Whether a Termination of Employment is for Cause will be determined in each case by the Administrator in its sole discretion.
|
2.3
|
“
Code
” means the Internal Revenue Code of 1986, as amended.
|
2.4
|
“
Continuation Coverage
” means (i) the continuation of health plan coverage under Part 6 of Title I of ERISA (“
COBRA
”) and (ii) the COBRA-like continuation of health plan coverage of an Employee’s domestic partner under the terms of the Employer’s group health plan.
|
2.5
|
“
Controlled Group
” means the Company and any other employer that,
|
2.6
|
“
Eligible Executive
” means an Employee on the U.S. payroll holding the position of Executive Director, Managing Director, Senior Managing Director or any other position on the Management Team of the Company.
|
2.7
|
“
Employee
” means an Eligible Executive of the Employer who provides personal services to the Employer for compensation, exclusive of individuals who are (a) covered by (i) an individual contract of employment that provides severance benefits, (ii) an individual severance agreement, unless such contract or agreement is evidenced in writing and makes reference to the terms of this Plan, or (iii) any other severance plan of the Employer or an affiliate of the Employer; (b) classified as independent contractors by the Company for employment tax purposes (whether or not such classification is challenged or upheld); (c) temporary, seasonal or intern employees; (d) covered by a collective bargaining agreement which does not provide for participation in this plan; (e) regularly scheduled to work for the Employer less than 20 hours per week; (f) not eligible for Employer-provided pension or welfare benefits; or (g) not on the Employer’s United States payroll. The Administrator shall have the authority to determine, in its sole and complete discretion and on a case-by-case basis, whether an individual constitutes an Employee for purposes of the Plan.
|
2.8
|
“
Employer
” means Chicago Mercantile Exchange Inc. and any other employer that is a member of the Controlled Group and that is designated by the Company as eligible to participate in the Plan. As of the Restatement Effective Date, the Employers include GFX Corporation, New York Mercantile Exchange, Inc. and Pivot, Inc.
|
2.9
|
“
Involuntary Termination
” means an involuntary Termination of Employment by the Employer other than by reason of death or disability. In no event will an Employee be deemed to incur an Involuntary Termination if he or she is offered a transfer to a position within the Employer or a position with an affiliate of the Employer, irrespective of whether the Employee elects to accept such offer.
|
2.10
|
“
Qualifying Termination
” means an Involuntary Termination, other than for Cause that the Administrator determines in its sole discretion is due to the elimination of Employee’s job or a reduction in force or due to the unacceptable performance of the Employee’s job duties and responsibilities.
|
2.11
|
“
Severance Benefit
” means any payment or benefit described in the
|
2.12
|
“
Severance Pay
” means the portion of a Severance Benefit consisting of severance pay.
|
2.13
|
“
Severance Period
” means the period described in the applicable Severance Schedule for which an Employee is entitled to receive Severance Pay.
|
2.14
|
“
Severance Schedule
” means the applicable schedule attached as an appendix to this Plan, as such schedule may be modified from time to time by the Administrator, that describes the Severance Benefits and Supplemental Severance Benefits that an Employee may be entitled to receive pursuant to this Plan.
|
2.15
|
“
Supplemental Severance Benefits
” means any discretionary supplemental benefits that are in addition to any Severance Benefits, including, without limitation, any such discretionary supplemental benefits provided in accordance with the applicable Severance Schedule.
|
2.16
|
“
Termination of Employment
” means a "separation from service" within the meaning of Section 409A of the Code and Treas. Reg. §1.409A-1(h) with the Employer and all members of the Controlled Group.
|
III.
|
Eligibility for Benefits
.
|
3.1
|
Severance Benefits
. Subject to the provisions of Article IV, an Employee who experiences a Qualifying Termination during the term of this Plan shall be eligible to receive the benefits set forth in Appendix A.
|
3.2
|
Supplemental Severance Benefits
. The Administrator may award Supplemental Severance Benefits to an Employee who experiences a Qualifying Termination in the Administrator's sole discretion and on a case-by-case basis. The determination as to which Supplemental Severance Benefits will be offered, if any, and the amount of such benefit, shall be determined by the Administrator in its sole discretion; provided, however, that any cash Supplemental Severance Benefit shall in no event cause an Employee's total cash Severance Benefits and cash Supplemental Severance Benefits to exceed 52 weeks of Base Salary.
|
3.3
|
Ineligible Employees
. Except as otherwise provided in this Section 3.3, an Employee who experiences a Termination of Employment that is not a
|
IV.
|
General Provisions
.
|
4.1
|
Timing of Severance Pay
.
Any Severance Pay that is due to an eligible Employee pursuant to Article III shall be paid in a lump sum (unless otherwise determined by the Plan Administrator) within 30 days of the later of the date on which a signed Release and Waiver (as described in Section 4.4) received by the Employer or the date on which the signed Release and Waiver has become irrevocable or, in the event the Administrator waives the Release and Waiver requirement, within 30 days of the Employee’s Termination of Employment. In any event, all Severance Pay (including any Supplemental Severance Benefits described in Section 3.2) not exceeding the “separation pay” limitations of Treas. Reg. 1.409A-1(b)(9)(iii)(A) shall be paid no later than the end of the second year following the year in which an Employee’s Termination of Employment occurs in accordance with Treas. Reg. 1.409A-1(b)(9)(iii)(B). Any Severance Pay in excess of the limitations of Treas. Reg. 1.409A-1(b)(9)(iii)(A) shall be paid in a lump sum payment on the 90
th
day following the Employee’s Termination of Employment or, if earlier, March 15 of the year following the Employee’s Termination of Employment.
|
4.2
|
Withholding
. The Administrator shall withhold from any Severance Benefits and Supplemental Severance Benefits all federal and state income, FICA, and other employment taxes, and any other amounts required or permitted to be withheld under any agreement with the Employee involved, applicable law or other employee benefit plans of the Employer.
|
4.3
|
Amendment and Termination
. The Company may amend or terminate this Plan at any time and without prior notice; provided, however, that in no event shall any such amendment or termination affect, in any manner, the entitlement to Severance Benefits or Supplemental Severance Benefits, if any, of an Employee who, prior to the date of such amendment or termination, was determined to be eligible for such payments.
|
4.4
|
Payments Conditioned on Release
.
Eligibility for the receipt of Severance Benefits or Supplemental Severance Benefits hereunder is expressly conditioned upon the execution by the Employee of a comprehensive settlement agreement and release and waiver (“
Release and Waiver
”), in a form to be determined from time to time by the Administrator; provided, however, that the Administrator may, in its sole discretion, waive this requirement, in whole or in
|
4.5
|
Return of Property
. All Employer property, including information and reports, data, files, memoranda, records, credit cards, keys, passwords, computers, software, telecommunications equipment, and other physical or personal property that the eligible Employee received, prepared or helped prepare in connection with the Employee’s employment with the Employer, must be returned by that Employee on or before the Employee’s last day of employment in order for such Employee to commence receiving benefits under the Plan.
|
4.6
|
Breach of Obligations to Employer
. No otherwise eligible Employee shall be entitled to any Severance Benefits or Supplemental Severance Benefits under the Plan if, in the sole discretion of the Administrator, such Employee is in breach or violation of any contractual or other legal obligation to the Employer, including, but not limited to, obligations concerning non-disclosure of confidential information and post-employment restrictions on competition with the Employer.
|
4.7
|
Offsets
. Any Severance Benefits or Supplemental Severance Benefits payable under the Plan shall be reduced dollar-for-dollar by any severance payments or benefits provided by the Employer under any other plan or arrangement or pursuant to any applicable federal, state or local law, including without limitation any payments required pursuant to the Worker Adjustment and Retraining Notification Act (the “
WARN Act
”). the Illinois Worker Adjustment and Retraining Notification Act (“
IL WARN Act
”) and/or the New York State Worker Adjustment and Retraining Notification Law (“
NY WARN Law
”) (collectively the “WARN LAWS”). If Termination of Employment is deemed to be covered by the WARN LAWS, any severance benefits that may be payable pursuant to this Plan shall be considered payment required under the WARN LAWS.
|
4.8
|
Governing Law
. This Plan, to the extent not preempted by ERISA or any other federal law, shall be governed by and construed in accordance with the laws of the State of Illinois.
|
4.9
|
Nonassignability
. Payments that are made under this Plan may not be assigned by any Employee, except as required by federal or non-preempted state law.
|
4.10
|
Severance Pay Not Compensation
. The period for which Severance Pay may be computed and the payments provided under this Plan shall not constitute employment, compensation or salary for purposes of determining participation in, or other benefits under, any other benefit plan of the Employer. Severance payments shall also not be considered wages for work performed by the Employee for any purpose under state or federal law.
|
4.11
|
Right of Offset
. By accepting Severance Benefits or Supplemental Severance Benefits under the Plan, the Employee agrees that the Administrator, in its sole discretion, may withhold from any amounts payable under this Plan any amounts that are owed to the Employer by the Employee.
|
4.12
|
Severability
. Any provision herein that may be unenforceable will be deemed to be severed from the remainder hereof, with such remaining provisions being given full force and effect.
|
4.13
|
Recovery of Payments Made by Mistake
. An eligible Employee shall be required to return to the Employer any Plan severance benefit payment, or portion thereof, made by a mistake of fact or law.
|
4.14
|
Representations Contrary to Plan
. Except as otherwise provided herein, no employee, officer, or director of the Employer has the authority to alter, vary or modify the terms of the Plan, except by means of an authorized written amendment to the Plan. No verbal or written representations contrary to the terms of the Plan and its written amendments shall be binding upon the Plan, the Administrator or the Employer.
|
4.15
|
Plan Funding
. No eligible Employee shall acquire by reason of the Plan any right in or title to any assets, funds or property of the Employer. Any Severance Benefits or Supplemental Severance Benefits that become payable under the Plan are unfunded obligations of the Employer and shall be paid from the general assets of the Employer. No employee, officer, director or agent of the Employer guarantees, in any manner, the payment of Plan benefits.
|
4.16
|
Written Agreement
. Any severance benefits to which an eligible Employee may be entitled to receive under the Plan shall be communicated to such Employee in writing. An eligible Employee shall not be entitled to receive any severance benefits under this Plan other than those benefits that are specifically communicated to that Employee in such writing.
|
4.17
|
No Right to Other Claims
. Neither an eligible Employee, his or her
|
4.18
|
Code Section 409A
. All benefits under this Plan are intended either to be exempt from, or to comply with, the requirements of Section 409A of the Code, and the Plan shall be interpreted and administered in a manner consistent with such intent. If payment of any benefit that is 'deferred compensation' subject to Section 409A of the Code at the time specified in this Plan would subject such compensation to additional tax pursuant to Section 409A, the payment thereof shall be postponed to the earliest commencement date on which such amount could be paid without incurring such additional tax.
|
V.
|
Plan Administration
.
|
5.1
|
Operation and Administration of Plan by Administrator
. The Administrator has complete authority to control and manage the operation and administration of the Plan. The Administrator shall have full and exclusive discretionary authority to:
|
(a)
|
construe and interpret the provisions of the Plan;
|
(b)
|
adopt any rules, procedures, and forms that are necessary for the operation and administration of the Plan that are consistent with its provisions;
|
(c)
|
determine eligibility for and the amount of Severance Benefits or Supplemental Severance Benefits for any Employee, as well as all other questions relating to the eligibility, benefits, and other rights of Employees under the Plan;
|
(d)
|
keep all records necessary for the operation and administration of the Plan;
|
(e)
|
designate or employ agents (who may also be employees of the Employer) and delegate to them the exercise of one or more specific powers of the Administrator; and, to the extent that the exercise of such powers involves fiduciary responsibility, such agents will be fiduciaries of the Plan; and
|
(f)
|
retain any legal, accounting or other expert advisers (who may also be advisers to the Employer) in connection with the Administrator’s operation and administration of the Plan.
|
5.2
|
Reliance on Documents, Instruments, Etc.
The Administrator may rely on any certificate, statement or other representation that is made on behalf of the Employer or any Employee that it believes, in good faith, to be genuine, and on any certificate, statement, report or other representation that is made to it by any agent or any attorney, accountant or other expert retained by it or the Employer in connection with the operation and administration of the Plan.
|
5.3
|
Administrative Expenses
. All expenses of operating and administering the Plan, including, but not limited to, fees of any agents and experts retained by the Administrator under Section 5.2, will be paid by the Employer.
|
5.4
|
Bond, Compensation, Indemnification of Administrator
. No bond or other security will be required of the Administrator, except as provided by law. No compensation will be paid to any person for performing his or her duties as Administrator. The Administrator will be indemnified by the Employer for any liabilities (including legal expenses) arising from any act or failure to act that is done in good faith in accordance with the Plan’s provisions.
|
5.5
|
More Than One Fiduciary Capacity
. Person(s) may serve in more than one fiduciary capacity under the Plan.
|
5.6
|
Denial of Claims; Appeals
. If any person (the “
claimant
”) claims payments under the Plan and the claim is wholly or partially denied, the following procedures will apply to resolve it:
|
(a)
|
Within 90 days after the receipt of the claim, the Administrator will provide the claimant with written or electronic notice of its decision on the claim. If the Administrator cannot render a decision on the claim within the 90-day period because of special circumstances, the Administrator may extend the period in which to render the decision by an additional 90 days, up to a total of 180 days after its receipt of the written claim. The Administrator will provide the claimant with a written notice of any extension before the end of the initial 90-day period, which indicates the special circumstances that require the extension and the expected decision date. If the claim is deemed denied in whole or in part (an “
adverse benefit determination
”), the written or electronic notice of the decision will inform the claimant of (i) the specific reasons for the adverse benefit determination; (ii) the specific provisions of the Plan upon which the adverse benefit determination is based; (iii) any additional information or material that is necessary to perfect the claim and the reasons why such information or material is necessary; and (iv) the right to request a review of the adverse benefit determination, the procedures for requesting such review, and the claimant’s right to bring a civil action under Section 502(a) of ERISA.
|
(b)
|
A claimant who wishes to use the Plan’s claim appeal procedure must notify the Administrator that he or she wishes to appeal within 60 days of receiving the Administrator’s written or electronic notice of an adverse benefit determination. The claimant may review all relevant documents relating to the claim, including the Plan document, and may submit issues and comments in writing. The Administrator will undertake a full and fair review of the record of the appeal of the adverse benefit determination and prepare its decision. The Administrator will give the claimant written or electronic notice of the
|
(c)
|
A claimant cannot file an action under Section 502(a) of ERISA until he or she has exhausted these procedures.
|
1.
|
Continuation Coverage
. Payment of part or all of the cost of Continuation Coverage for an eligible Employee for a specified period of time.
|
2.
|
Outplacement Services
. Outplacement assistance through a firm selected by the Employer.
|
3.
|
Stock Options and Restricted Stock
. Acceleration of the vesting of stock options and restricted stock held by the Employee, but only to the extent such stock options and restricted stock would have vested had the Employee remained employed by the Employer throughout the Severance Period.
|
2.9 “Involuntary Termination"
|
..................................................................................................
2
|
2.10 "Qualifying Termination"
|
...............................................................................2
|
I.
|
Purpose, Intent, and Effective Date
.
|
II.
|
Definitions
.
|
2.1
|
“
Administrator
” means the person(s) or committee designated by the Company to administer the Plan. The Administrator shall be the “administrator” and the “named fiduciary” of the Plan for purposes of ERISA. Unless there is another designation by the Company, the Administrator is the Compensation Committee of the Board of Directors of the Company.
|
2.2
|
“
Cause
” means engaging in conduct that violates any of the Employer’s policies and/or is harmful to the Employer. Whether a Termination of Employment is for Cause will be determined in each case by the Administrator in its sole discretion.
|
2.3
|
“
Code
” means the Internal Revenue Code of 1986, as amended.
|
2.4
|
“
Continuation Coverage
” means (i) the continuation of health plan coverage under Part 6 of Title I of ERISA (“
COBRA
”) and (ii) the COBRA-like continuation of health plan coverage of an Employee’s domestic partner under the terms of the Employer’s group health plan.
|
2.5
|
“Controlled Group”
means the Company and any other employer that, together with the Company, would be considered a single employer under Section 414(b) or 414(c) of the Code.
|
2.6
|
“Eligible Executive”
means an Employee on the U.S. payroll holding the position of Executive Director, Managing Director, Senior Managing Director or any other position on the Management Team of the Company.
|
2.7
|
“
Employee
” means an individual on the U.S. payroll of the Employer who provides personal services to the Employer for compensation, exclusive of individuals who are (a) covered by (i) an individual contract of employment that provides severance benefits, (ii) an individual severance agreement, unless such contract or agreement is evidenced in writing and makes reference to the terms of this Plan, or (iii) any other severance plan of the Employer or an affiliate of the Employer; (b) classified as independent contractors by the Company for employment tax purposes (whether or not such classification is challenged or upheld); (c) temporary, seasonal or intern employees; (d) covered by a collective bargaining agreement which does not provide for participation in this plan; (e) Eligible Executives of the Employer covered by the CME Group Severance Plan for Eligible Executives; (f) regularly scheduled to work for the Employer less than 20 hours per week; (g) not eligible for Employer-provided pension or welfare benefits; or (h) not on the Employer’s United States payroll. The Administrator shall have the authority to determine, in its sole and complete discretion and on a case-by-case basis, whether an individual constitutes an Employee for purposes of the Plan.
|
2.8
|
“
Employer
” means Chicago Mercantile Exchange Inc. and any other employer that is a member of the Controlled Group and that is designated by the Company as eligible to participate in the Plan. As of the Restatement Effective Date, the Employers include GFX Corporation, New York Mercantile Exchange, Inc. and Pivot, Inc.
|
2.9
|
“
Involuntary Termination
” means an involuntary Termination of Employment by the Employer other than by reason of death or disability. In no event will an Employee be deemed to incur an Involuntary Termination if he or she is offered a transfer to a position within the Employer or a position with an affiliate of the Employer, irrespective of whether the Employee elects to accept such offer.
|
2.10
|
“
Qualifying Termination
” means an Involuntary Termination, other than for Cause that the Administrator determines in its sole discretion is due to the elimination of Employee’s job or a reduction in force or due to the unacceptable performance of the Employee’s job duties and responsibilities.
|
2.11
|
“
Severance Benefit
” means any payment or benefit described in the Severance Schedule to this Plan to which an Employee is entitled upon a Qualifying Termination.
|
2.12
|
“
Severance Pay
” means the portion of a Severance Benefit consisting of severance pay.
|
2.13
|
“
Severance Period
” means the period described in the applicable Severance Schedule for which an Employee is entitled to receive Severance Pay.
|
2.14
|
“
Severance Schedule
” means the applicable schedule attached as an appendix to this Plan, as such schedule may be modified from time to time by the Administrator, that describes the Severance Benefits and Supplemental Severance Benefits that an Employee may be entitled to receive pursuant to this Plan.
|
2.15
|
“
Supplemental Severance Benefits
” means any discretionary supplemental benefits that are in addition to any Severance Benefits, including, without limitation, any such discretionary supplemental benefits provided in accordance with the applicable Severance Schedule.
|
2.16
|
“
Termination of Employment
” means a "separation from service" within the meaning of Section 409A of the Code and Treas. Reg. §1.409A-1(h) with the Employer and all members of the Controlled Group.
|
III.
|
Eligibility for Benefits
.
|
3.1
|
Severance Benefits
. Subject to the provisions of Article IV, an Employee who experiences a Qualifying Termination during the term of this Plan shall be eligible to receive the Severance Benefits set forth in Appendix A.
|
3.2
|
Supplemental Severance Benefits
. The Administrator may award Supplemental Severance Benefits to an Employee who experiences a Qualifying Termination in the Administrator's sole discretion and on a case-by-case basis. The determination as to which Supplemental Severance Benefits will be offered, if any, and the amount of such benefit, shall be determined by the Administrator in its sole discretion; provided, however, that any cash Supplemental Severance Benefit shall in no event cause an Employee's total cash Severance Benefits and cash Supplemental Severance Benefits to exceed 52 weeks of Base Salary.
|
3.3
|
Ineligible Employees
. Except as otherwise provided in this Section 3.3, an Employee who experiences a Termination of Employment that is not a Qualifying Termination (a “
Nonqualifying Termination
”) shall not be entitled to Severance Benefits or Supplemental Severance Benefits under this Plan. Notwithstanding the foregoing, the Administrator may determine to provide
|
IV.
|
General Provisions
.
|
4.1
|
Timing of Severance Pay
. Any Severance Pay that is due to an eligible Employee pursuant to Article III shall be paid in a lump sum (unless otherwise determined by the Plan Administrator) within 30 days of the later of the date on which a signed Release and Waiver (as described in Section 4.4) is received by the Employer or the date on which the signed Release and Waiver has become irrevocable or, in the event the Administrator waives the Release and Waiver requirement, within 30 days of the Employee’s Termination of Employment. In any event, all Severance Pay (including any Supplemental Severance Benefits described in Section 3.2) not exceeding the “separation pay” limitations of Treas. Reg. 1.409A-1(b)(9)(iii)(A) shall be paid no later than the end of the second year following the year in which an Employee’s Termination of Employment occurs in accordance with Treas. Reg. 1.409A-1(b)(9)(iii)(B). Any Severance Pay in excess of the limitations of Treas. Reg. 1.409A-1(b)(9)(iii)(A) shall be paid in a lump sum payment on the 90
th
day following the Employee’s Termination of Employment or, if earlier, March 15 of the year following the Employee’s Termination of Employment.
|
4.2
|
Withholding
. The Administrator shall withhold from any Severance Benefits and Supplemental Severance Benefits all federal and state income, FICA, and other employment taxes, and any other amounts required or permitted to be withheld under any agreement with the Employee involved, applicable law or other employee benefit plans of the Employer.
|
4.3
|
Amendment and Termination
. The Company may amend or terminate this Plan at any time and without prior notice; provided, however, that in no event shall any such amendment or termination affect, in any manner, the entitlement to Severance Benefits or Supplemental Severance Benefits, if any, of an Employee who, prior to the date of such amendment or termination, was determined to be eligible for such payments.
|
4.4
|
Payments Conditioned on Release
. Eligibility for the receipt of Severance Benefits or Supplemental Severance Benefits hereunder is expressly conditioned upon the execution by the Employee of a comprehensive settlement agreement and release and waiver (“
Release and Waiver
”), in a form to be determined from time to time by the Administrator; provided, however, that the Administrator may, in its sole discretion, waive this requirement, in whole or in part, with respect to all or a part of an Employee’s benefits under the Plan. Except to the extent the requirement to execute such an agreement is waived by the Administrator, Employees who do not execute such an agreement on or
|
4.5
|
Return of Property
. All Employer property, including information and reports, data, files, memoranda, records, credit cards, keys, passwords, computers, software, telecommunications equipment, and other physical or personal property that the eligible Employee received, prepared or helped prepare in connection with the Employee’s employment with the Employer, must be returned by that Employee on or before the Employee’s last day of employment in order for such Employee to commence receiving benefits under the Plan.
|
4.6
|
Breach of Obligations to Employer
. No otherwise eligible Employee shall be entitled to any Severance Benefits or Supplemental Severance Benefits under the Plan if, in the sole discretion of the Administrator, such Employee is in breach or violation of any contractual or other legal obligation to the Employer, including, but not limited to, obligations concerning non-disclosure of confidential information and post-employment restrictions on competition with the Employer.
|
4.7
|
Offsets
. Any Severance Benefits or Supplemental Severance Benefits payable under the Plan shall be reduced dollar-for-dollar by any severance payments or benefits provided by the Employer under any other plan or arrangement or pursuant to any applicable federal, state or local law, including without limitation any payments required pursuant to the Worker Adjustment and Retraining Notification Act (the “
WARN Act
”), the Illinois Worker Adjustment and Retraining Notification Act (“
IL WARN Act
”) and/or the New York State Worker Adjustment and Retraining Notification Law (“
NY WARN Law
”) (collectively the “WARN LAWS”). If Termination of Employment is deemed to be covered by the WARN LAWS, any severance benefits that may be payable pursuant to this Plan shall be considered payment required under the WARN LAWS.
|
4.8
|
Governing Law
. This Plan, to the extent not preempted by ERISA or any other federal law, shall be governed by and construed in accordance with the laws of the State of Illinois.
|
4.9
|
Nonassignability
. Payments that are made under this Plan may not be assigned by any Employee, except as required by federal or non-preempted state law.
|
4.10
|
Severance Pay Not Compensation
. The period for which Severance Pay
|
4.11
|
Right of Offset
. By accepting Severance Benefits or Supplemental Severance Benefits under the Plan, the Employee agrees that the Administrator, in its sole discretion, may withhold from any amounts payable under this Plan any amounts that are owed to the Employer by the Employee.
|
4.12
|
Severability
. Any provision herein that may be unenforceable will be deemed to be severed from the remainder hereof, with such remaining provisions being given full force and effect.
|
4.13
|
Recovery of Payments Made by Mistake
. An eligible Employee shall be required to return to the Employer any Plan severance benefit payment, or portion thereof, made by a mistake of fact or law.
|
4.14
|
Representations Contrary to Plan
. Except as otherwise provided herein, no employee, officer, or director of the Employer has the authority to alter, vary or modify the terms of the Plan, except by means of an authorized written amendment to the Plan. No verbal or written representations contrary to the terms of the Plan and its written amendments shall be binding upon the Plan, the Administrator or the Employer.
|
4.15
|
Plan Funding
. No eligible Employee shall acquire by reason of the Plan any right in or title to any assets, funds or property of the Employer. Any Severance Benefits or Supplemental Severance Benefits that become payable under the Plan are unfunded obligations of the Employer and shall be paid from the general assets of the Employer. No employee, officer, director or agent of the Employer guarantees, in any manner, the payment of Plan benefits.
|
4.16
|
Written Agreement
. Any severance benefits to which an eligible Employee may be entitled to receive under the Plan shall be communicated to such Employee in writing. An eligible Employee shall not be entitled to receive any severance benefits under this Plan other than those benefits that are specifically communicated to that Employee in such writing.
|
4.17
|
No Right to Other Claims
. Neither an eligible Employee, his or her dependents, his or her beneficiaries, nor anyone else has the right or claim to benefits under this Plan, other than those described in the Plan.
|
4.18
|
Code Section 409A
. All benefits under this Plan are intended either to be exempt from, or to comply with, the requirements of Section 409A of the Code, and the Plan shall be interpreted and administered in a manner consistent with such intent. If payment of any benefit that is 'deferred compensation' subject to Section 409A of the Code at the time specified in this Plan would subject such compensation to additional tax pursuant to Section 409A, the payment thereof shall be postponed to the earliest commencement date on which such amount could be paid without incurring such additional tax.
|
V.
|
Plan Administration
.
|
5.1
|
Operation and Administration of Plan by Administrator
. The Administrator has complete authority to control and manage the operation and administration of the Plan. The Administrator shall have full and exclusive discretionary authority to:
|
(a)
|
construe and interpret the provisions of the Plan;
|
(b)
|
adopt any rules, procedures, and forms that are necessary for the operation and administration of the Plan that are consistent with its provisions;
|
(c)
|
determine eligibility for and the amount of Severance Benefits or Supplemental Severance Benefits for any Employee, as well as all other questions relating to the eligibility, benefits, and other rights of Employees under the Plan;
|
(d)
|
keep all records necessary for the operation and administration of the Plan;
|
(e)
|
designate or employ agents (who may also be employees of the Employer) and delegate to them the exercise of one or more specific powers of the Administrator; and, to the extent that the exercise of such powers involves fiduciary responsibility, such agents will be fiduciaries of the Plan; and
|
(f)
|
retain any legal, accounting or other expert advisers (who may also be advisers to the Employer) in connection with the Administrator’s operation and administration of the Plan.
|
5.2
|
Reliance on Documents, Instruments, Etc.
The Administrator may rely on any certificate, statement or other representation that is made on behalf of the Employer or any Employee that it believes, in good faith, to be genuine, and on any certificate, statement, report or other representation that is made to it by any agent or any attorney, accountant or other expert retained by it or the Employer in connection with the operation and administration of the Plan.
|
5.3
|
Administrative Expenses
. All expenses of operating and administering
|
5.4
|
Bond, Compensation, Indemnification of Administrator
. No bond or other security will be required of the Administrator, except as provided by law. No compensation will be paid to any person for performing his or her duties as Administrator. The Administrator will be indemnified by the Employer for any liabilities (including legal expenses) arising from any act or failure to act that is done in good faith in accordance with the Plan’s provisions.
|
5.5
|
More Than One Fiduciary Capacity
. Person(s) may serve in more than one fiduciary capacity under the Plan.
|
5.6
|
Denial of Claims; Appeals
. If any person (the “
claimant
”) claims payments under the Plan and the claim is wholly or partially denied, the following procedures will apply to resolve it:
|
(a)
|
Within 90 days after the receipt of the claim, the Administrator will provide the claimant with written or electronic notice of its decision on the claim. If the Administrator cannot render a decision on the claim within the 90-day period because of special circumstances, the Administrator may extend the period in which to render the decision by an additional 90 days, up to a total of 180 days after its receipt of the written claim. The Administrator will provide the claimant with a written notice of any extension before the end of the initial 90-day period, which indicates the special circumstances that require the extension and the expected decision date. If the claim is deemed denied in whole or in part (an “
adverse benefit determination
”), the written or electronic notice of the decision will inform the claimant of (i) the specific reasons for the adverse benefit determination; (ii) the specific provisions of the Plan upon which the adverse benefit determination is based; (iii) any additional information or material that is necessary to perfect the claim and the reasons why such information or material is necessary; and (iv) the right to request a review of the adverse benefit determination, the procedures for requesting such review, and the claimant’s right to bring a civil action under Section 502(a) of ERISA.
|
(b)
|
A claimant who wishes to use the Plan’s claim appeal procedure must notify the Administrator that he or she wishes to appeal within 60 days of receiving the Administrator’s written or electronic notice of an adverse benefit determination. The claimant may review all relevant documents relating to the claim, including the Plan document, and may submit issues and comments in writing. The Administrator will undertake a full and fair review of the record of the appeal of the adverse benefit determination and prepare its decision. The Administrator will give the claimant written or electronic notice of the decision of the appeal within 60 days after the receipt of the claimant’s notice of appeal. If special circumstances require an extension
|
(c)
|
A claimant cannot file an action under Section 502(a) of ERISA until he or she has exhausted these procedures.
|
1.
|
Continuation Coverage
. Payment of part or all of the cost of Continuation Coverage for an eligible Employee for a specified period of time.
|
2.
|
Outplacement Services
. Outplacement assistance through a firm selected by the Employer.
|
3.
|
Stock Options and Restricted Stock
. Acceleration of the vesting of stock options and restricted stock held by the Employee, but only to the extent such stock options
|
1.
|
Term
. The initial term of this Agreement shall commence effective upon the date you accept this Agreement and shall terminate on December 31, 2013 (the “Term”). This Agreement shall also terminate upon your death or “permanent disability.” For purposes of this Agreement, “permanent disability” shall mean any mental or physical disability or illness which results in your being unable to substantially perform your duties for a continuous period of 150 days or for periods aggregating 180 days of any 365 day period.
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|
2008
|
||||||||||
Income before income taxes
|
$
|
1,693.4
|
|
|
$
|
1,936.5
|
|
|
$
|
1,721.9
|
|
|
$
|
1,437.5
|
|
|
$
|
1,248.0
|
|
Add back:
|
|
|
|
|
|
|
|
|
|
||||||||||
Share of loss on equity investees
(2)
|
5.5
|
|
|
5.9
|
|
|
7.2
|
|
|
7.2
|
|
|
5.1
|
|
|||||
Amortization of capitalized interest
|
0.2
|
|
|
0.2
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|||||
Subtract:
|
|
|
|
|
|
|
|
|
|
||||||||||
Share of gains on equity investees
(2)
|
(36.2
|
)
|
|
(1.6
|
)
|
|
(0.8
|
)
|
|
—
|
|
|
—
|
|
|||||
Capitalized interest
|
(0.6
|
)
|
|
(1.0
|
)
|
|
(0.3
|
)
|
|
(1.4
|
)
|
|
(0.9
|
)
|
|||||
Earnings Before Income Taxes
|
1,662.3
|
|
|
1,940.0
|
|
|
1,728.1
|
|
|
1,443.3
|
|
|
1,252.2
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Plus:
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense (excluding interest for securities lending)
|
132.7
|
|
|
117.9
|
|
|
140.6
|
|
|
135.3
|
|
|
57.4
|
|
|||||
Interest expense within rent
|
11.7
|
|
|
11.2
|
|
|
10.5
|
|
|
10.2
|
|
|
11.4
|
|
|||||
Adjusted Earnings
|
$
|
1,806.7
|
|
|
$
|
2,069.1
|
|
|
$
|
1,879.2
|
|
|
$
|
1,588.8
|
|
|
$
|
1,321.0
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fixed Charges
|
$
|
144.4
|
|
|
$
|
129.1
|
|
|
$
|
151.1
|
|
|
$
|
145.5
|
|
|
$
|
68.8
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Ratio of Earnings to Fixed Charges
|
12.52
|
|
|
16.02
|
|
|
12.44
|
|
|
10.92
|
|
|
19.19
|
|
Name of Subsidiary*
|
Jurisdiction of Incorporation or Organization
|
Board of Trade Investment Co.
|
Missouri
|
Board of Trade of the City of Chicago, Inc.
|
Delaware
|
CBOT Market Data Services LLC
|
Delaware
|
CBOT Strategic Investments LLC
|
Delaware
|
C-B-T Corporation
|
Delaware
|
Chicago Mercantile Exchange Inc.
|
Delaware
|
Chicago Mercantile Exchange Korea Inc.
|
Korea, Republic of
|
Chicago Mercantile Exchange Luxembourg Holdings S.à.r.l.
|
Luxembourg
|
Chicago Mercantile Exchange Luxembourg S.à.r.l.
|
Luxembourg
|
CME Alternative Marketplace Inc.
|
Delaware
|
CME BD Services Inc.
|
Delaware
|
CME Clearing Europe (Security Trustee) Limited
|
United Kingdom
|
CME Clearing Europe Limited
|
United Kingdom
|
CME ECM Inc.
|
Delaware
|
CME Europe Limited
|
United Kingdom
|
CME FX Marketplace Inc.
|
Delaware
|
CME Global Marketplace Inc.
|
Delaware
|
CME Group Asia Holdings Pte.Ltd
|
Singapore
|
CME Group Beijing Holdings LLC
|
Delaware
|
CME Group Hong Kong Limited
|
Hong Kong
|
CME Group Index Holdings LLC
|
Delaware
|
CME Group Index Services LLC
|
Delaware
|
CME Group International Market Data Limited
|
United Kingdom
|
CME Group Japan K.K.
|
Japan
|
CME Group Marketing Canada Inc.
|
Canada
|
CME Group Singapore Operations Pte.Ltd.
|
Singapore
|
CME Group Strategic Investments LLC
|
Delaware
|
CME Information Services (Beijing) Co.,Ltd.
|
China
|
CME Marketing Europe Limited
|
United Kingdom
|
CME Operations Limited
|
United Kingdom
|
CME Swaps Marketplace Ltd.
|
United Kingdom
|
CME Technology and Support Services Limited
|
Northern Ireland
|
CMEG Brazil 1 Participações Ltda.
|
Brazil
|
CMEG Brazil Investments 1 LLC
|
Delaware
|
CMEG Brazil Investments 2 LLC
|
Delaware
|
CMEG Foundation Services Inc.
|
Delaware
|
CMEG México, S. De R.L. De C.V.
|
Mexico
|
CMEG NYMEX Holdings Inc.
|
Delaware
|
CMEG Strategic Sdn. Bhd.
|
Malaysia
|
CMESCC Inc.
|
Delaware
|
Commodity Exchange, Inc.
|
New York
|
ConfirmHub, LLC
|
Delaware
|
|
/s/ Phupinder S. Gill
|
|
|
Name:
|
Phupinder S. Gill
|
|
Title:
|
Chief Executive Officer
|
|
/s/ James E. Parisi
|
|
|
Name:
|
James E. Parisi
|
|
Title:
|
Chief Financial Officer
|
/s/ Phupinder S. Gill
|
|
Name:
|
Phupinder S. Gill
|
Title:
|
Chief Executive Officer
|
|
|
Date: February 28, 2013
|
|
|
|
/s/ James E. Parisi
|
|
Name:
|
James E. Parisi
|
Title:
|
Chief Financial Officer
|
|
|
Date: February 28, 2013
|