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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 2015 Annual Meeting of Shareholders
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Part III
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Page
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Item 1.
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Item 1A.
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Item 1B.
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Item 2.
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Item 3.
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Item 4.
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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Item 15.
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•
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increasing competition by foreign and domestic entities, including increased competition from new entrants into our markets and consolidation of existing entities;
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•
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our ability to keep pace with rapid technological developments, including our ability to complete the development, implementation and maintenance of the enhanced functionality required by our customers while maintaining reliability and ensuring that such technology is not vulnerable to security risks;
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•
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our ability to continue introducing competitive new products and services on a timely, cost-effective basis, including through our electronic trading capabilities, and our ability to maintain the competitiveness of our existing products and services, including our ability to provide effective services to the swaps market;
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•
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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, such as 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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decreases in revenue from our market data as a result of decreased demand;
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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;
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•
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our ability to accommodate increases in contract volume and order transaction traffic and to implement enhancements without failure or degradation of the performance of our trading and clearing systems;
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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 strategy for acquisitions, investments and alliances;
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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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2014
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2013
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2012
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Interest rate
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33
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%
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29
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%
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25
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%
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Equity
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19
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19
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19
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Foreign exchange
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6
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8
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7
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Agricultural commodity
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15
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14
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16
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Energy
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21
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23
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27
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Metal
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6
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7
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6
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Trading Venue
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2014
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2013
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2012
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Electronic
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80
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%
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79
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%
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76
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%
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Open outcry
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6
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6
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7
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Privately negotiated
(1)
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14
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15
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17
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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;
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•
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convenience and efficiency; 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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reputation;
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•
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efficient and secure settlement, clearing and support services;
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•
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depth and liquidity of markets;
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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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regulatory environment;
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•
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connectivity, accessibility and distribution;
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•
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technological capability and innovation; and
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•
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transaction costs.
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•
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Regulations implementing 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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The adoption and implementation of position limit rules, which could have a significant impact on our commodities business if comparable trading venues in foreign jurisdictions are not subject to equivalent limitations.
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Rules respecting capital charges under Basel III with respect to clearing members of central counterparties. There is a risk that these new standards may impose overly burdensome capital requirements on our clearing members and customers.
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The criteria necessary to be deemed a qualifying central counterparty (QCCP). A failure of our U.S. clearing house to be deemed a QCCP by banking regulators in the United States, European Union or otherwise may result in our clearing members and customers being subject to more stringent capital requirements thus creating a disincentive to use our markets.
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•
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The potential impact of MiFID II and MiFIR on non-E.U. clearing houses with customers based in Europe.
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The potential elimination of the 60/40 tax treatment of certain of our futures and options contracts, which would impose a significant increase in tax rates applicable to certain market participants, and could result in a decrease in their trading activity.
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•
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The implementation of a transaction tax or user fee in the United States or European Union which could discourage institutions and individuals from using our markets or products or encourage them to trade in another less costly jurisdiction.
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The implementation of measures to further protect customer funds at the futures commission merchant level, and to ensure confidence in the derivatives markets.
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The potential for further regulation stemming from industry performance disruptions and residual concerns around electronic trading activity and, in particular, "high frequency trading."
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The implementation of legislation in the European Union impacting how benchmark index prices are formed, including new requirements for price submitters, price aggregators and markets that list contracts that reference index prices.
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Concerns that legislators will prohibit or restrict exclusive licenses for benchmark indexes, which might impact the profitability of several of our most popular contracts.
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The implementation of rules regarding enhanced liquidity management standards for systemically important derivatives clearing organizations and any potential limitation on the use of U.S. Treasury securities as collateral. Significant limitations on the use of U.S. Treasury securities as collateral could result in increased costs to us and our clearing firms.
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•
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economic, political and geopolitical market conditions;
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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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broad trends in the industry and financial markets;
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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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shifts in global or regional demand or supply in commodities underlying our products;
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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;
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volatile weather patterns, droughts, natural disasters and other catastrophes;
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•
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pandemics affecting our customer base or our ability to operate our markets; and
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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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develop products that are preferred by our customers;
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develop risk transfer products that compete with our products;
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price their products and services more competitively;
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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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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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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;
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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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respond to technological developments or service offerings by competitors; and
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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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becoming subject to extensive regulations and oversight;
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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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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, office space and business continuity
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Leased
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2028
(4)
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450,000
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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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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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(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 initial lease expires in 2028 and contains options to extend the term and expand the premises. In 2016 and 2019, the premises will be reduced to 240,000 and 225,000 square feet, respectively.
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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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2014
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High
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Low
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2013
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High
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Low
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First Quarter
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$
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79.20
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$
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72.34
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First Quarter
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$
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63.14
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$
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51.34
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Second Quarter
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72.66
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66.95
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Second Quarter
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77.28
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58.53
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Third Quarter
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82.96
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70.13
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Third Quarter
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77.61
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70.47
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Fourth Quarter
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92.91
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78.26
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Fourth Quarter
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84.64
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72.04
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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, 2014
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$
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0.47
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March 8, 2013
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$
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0.45
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June 10, 2014
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0.47
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June 10, 2013
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0.45
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September 10, 2014
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0.47
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September 10, 2013
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0.45
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December 10, 2014
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0.47
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December 10, 2013
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0.45
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December 29, 2014
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2.00
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December 27, 2013
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2.60
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2010
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2011
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2012
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2013
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2014
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||||||||||
CME Group Inc.
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$
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97.27
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$
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75.21
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$
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83.72
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$
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137.31
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$
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162.46
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S&P 500
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115.06
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117.49
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136.30
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180.44
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205.14
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|||||
Peer Group
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110.69
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113.99
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120.21
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212.30
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225.37
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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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25
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$
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79.85
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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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381
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85.77
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—
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—
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December 1 to December 31
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6,081
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87.22
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—
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—
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Total
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6,487
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—
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(1)
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Shares purchased consist of an aggregate of
6,487
shares of Class A common stock surrendered to satisfy employee tax obligations upon the vesting of restricted stock.
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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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2014
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2013
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2012
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2011
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2010
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||||||||||
Income Statement Data:
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||||||||||
Total revenues
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$
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3,112.5
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|
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$
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2,936.3
|
|
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$
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2,914.6
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|
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$
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3,280.6
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|
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$
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3,003.7
|
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Operating income
|
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1,768.4
|
|
|
1,637.0
|
|
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1,692.0
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|
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2,021.1
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|
|
1,831.1
|
|
|||||
Non-operating income (expense)
|
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3.0
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|
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(36.0
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)
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1.4
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|
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(84.6
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)
|
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(109.2
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)
|
|||||
Income before income taxes
|
|
1,771.4
|
|
|
1,601.0
|
|
|
1,693.4
|
|
|
1,936.5
|
|
|
1,721.9
|
|
|||||
Net income attributable to CME Group
|
|
1,127.1
|
|
|
976.8
|
|
|
896.3
|
|
|
1,812.3
|
|
|
951.4
|
|
|||||
Earnings per common share attributable to CME Group:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
$
|
3.37
|
|
|
$
|
2.94
|
|
|
$
|
2.71
|
|
|
$
|
5.45
|
|
|
$
|
2.87
|
|
Diluted
|
|
3.35
|
|
|
2.92
|
|
|
2.70
|
|
|
5.43
|
|
|
2.86
|
|
|||||
Cash dividends per share
|
|
3.88
|
|
|
4.40
|
|
|
3.70
|
|
|
1.12
|
|
|
0.92
|
|
|||||
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
|
$
|
72,241.5
|
|
|
$
|
54,277.8
|
|
|
$
|
38,863.2
|
|
|
$
|
40,758.7
|
|
|
$
|
35,046.1
|
|
Short-term debt
|
|
—
|
|
|
749.9
|
|
|
749.7
|
|
|
—
|
|
|
420.5
|
|
|||||
Long-term debt
|
|
2,107.9
|
|
|
2,107.2
|
|
|
2,106.8
|
|
|
2,106.8
|
|
|
2,104.8
|
|
|||||
CME Group Shareholders’ equity
|
|
20,923.5
|
|
|
21,154.8
|
|
|
21,419.1
|
|
|
21,552.0
|
|
|
20,060.1
|
|
|
|
Year Ended or At December 31
|
|||||||||||||
(in thousands, except notional value)
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|||||
Average Daily Volume:
|
|
|
|
|
|
|
|
|
|
|
|||||
Product Lines:
|
|
|
|
|
|
|
|
|
|
|
|||||
Interest rate
|
|
7,009
|
|
|
5,903
|
|
|
4,834
|
|
|
6,030
|
|
|
5,449
|
|
Equity
|
|
2,764
|
|
|
2,642
|
|
|
2,560
|
|
|
3,238
|
|
|
2,907
|
|
Foreign exchange
|
|
803
|
|
|
886
|
|
|
845
|
|
|
922
|
|
|
919
|
|
Agricultural commodity
(1)
|
|
1,120
|
|
|
1,053
|
|
|
1,140
|
|
|
1,087
|
|
|
914
|
|
Energy
|
|
1,630
|
|
|
1,676
|
|
|
1,692
|
|
|
1,775
|
|
|
1,662
|
|
Metal
|
|
337
|
|
|
386
|
|
|
352
|
|
|
387
|
|
|
316
|
|
Total Average Daily Volume
|
|
13,663
|
|
|
12,546
|
|
|
11,423
|
|
|
13,439
|
|
|
12,167
|
|
Method of Trade:
|
|
|
|
|
|
|
|
|
|
|
|||||
Electronic
|
|
11,805
|
|
|
10,826
|
|
|
9,739
|
|
|
11,350
|
|
|
10,120
|
|
Open outcry
|
|
1,176
|
|
|
1,040
|
|
|
1,045
|
|
|
1,398
|
|
|
1,402
|
|
Privately negotiated
(2)
|
|
682
|
|
|
680
|
|
|
639
|
|
|
691
|
|
|
645
|
|
Total Average Daily Volume
|
|
13,663
|
|
|
12,546
|
|
|
11,423
|
|
|
13,439
|
|
|
12,167
|
|
Other Data:
|
|
|
|
|
|
|
|
|
|
|
|||||
Total Notional Value (in trillions)
|
|
1,161
|
|
|
925
|
|
|
806
|
|
|
1,068
|
|
|
994
|
|
Total Contract Volume (round turn trades)
|
|
3,443,051
|
|
|
3,161,477
|
|
|
2,890,036
|
|
|
3,386,716
|
|
|
3,078,149
|
|
Open Interest at Year End (contracts)
|
|
93,644
|
|
|
83,726
|
|
|
69,894
|
|
|
78,318
|
|
|
84,873
|
|
ITEM 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
•
|
Executive Summary
: Includes an overview of our business; current economic, competitive and regulatory trends relevant to our business; our current business strategy; and our primary sources of operating and non-operating revenues and expenses.
|
•
|
Critical Accounting Policies
: Provides an explanation of accounting policies which may have a significant impact on our financial results and the estimates, assumptions and risks associated with those policies.
|
•
|
Recent Accounting Pronouncements
: Includes an evaluation of recent accounting pronouncements and the potential impact of their future adoption on our financial results.
|
•
|
Results of Operations
: Includes an analysis of our
2014
,
2013
and
2012
financial results and a discussion of any known events or trends which are likely to impact future results.
|
•
|
Liquidity and Capital Resources
: Includes a discussion of our future cash requirements, capital resources, significant planned expenditures and financing arrangements.
|
•
|
Lead core business innovation by continuing to enhance our customer relations to allow us to further cross-sell our products, expand on the strength of our existing benchmark products, launch new products and deepen open interest in our core futures offerings;
|
•
|
Globalize our company and business by expanding and diversifying our customer base worldwide and offering customers around the world the most broadly diversified portfolio of benchmark products, increasing our presence in major international financial centers as well as partnering with leading exchanges around the world to make their products available on or through our CME Globex electronic trading platform. We have also extended our European presence through CMECE and CME Europe;
|
•
|
Expand our existing customer base and enhance our products and services offerings to meet their risk management needs by targeting cross asset sales, driving international sales and generating new client participation across the world;
|
•
|
Extend our capabilities and business in the swaps markets by providing a comprehensive multi-asset class clearing solution to the market for maximum operational ease and capital efficiency. We remain focused on new customer onboarding for swaps clearing services, expanding our cleared swaps product offerings and working with the buy- and sell-sides to meet their needs for real-time clearing, risk management and data reporting as market participants move from a compliance phase to an optimization phase; and
|
•
|
Establish ourselves as the leading exchange company provider of information products and index services and enhance our intellectual property portfolio. Our business venture with McGraw well positions us to serve global institutional and retail customers and allows us to continue to be innovative with product development and co-branding across asset classes.
|
•
|
rate structure;
|
•
|
product mix;
|
•
|
venue, and
|
•
|
the percentage of trades executed by customers who are members compared with non-member customers.
|
•
|
Communications expense includes costs for network connections for our electronic platforms and some market data customers; telecommunications costs of our exchange, and fees paid for access to external market data. This expense may be impacted by growth in electronic contract volume, our capacity requirements and changes in the number of telecommunications hubs and connections which allow customers outside the United States to access our electronic platforms directly.
|
•
|
Technology support services expense consist of costs related to maintenance of the hardware and software required to support our technology. Our technology support services costs are driven by system capacity, functionality and redundancy requirements.
|
•
|
Amortization of purchased intangibles includes amortization of intangible assets obtained in our mergers with CBOT Holdings, Inc. and NYMEX Holdings, Inc. as well as other asset and business acquisitions. Intangible assets subject to amortization consist primarily of clearing firm, market data and other customer relationships.
|
•
|
Occupancy and building operations expense consists of costs related to leased and owned property including rent, maintenance, real estate taxes, utilities and other related costs. We have significant operations located in Chicago, New York, the United Kingdom as well as other smaller offices located throughout the world.
|
•
|
Licensing and other fee agreements expense includes license fees paid as a result of contract volume in equity index products and royalty and broker rebates on energy and metals products as well as revenue sharing on cleared swaps contracts. This expense fluctuates with changes in contract volumes as well as changes in fee structures.
|
•
|
Other expenses include marketing and travel-related expenses as well as general and administrative costs. Marketing, advertising and public relations expense includes media, print and other advertising costs, as well as costs associated with our product promotion. Other expenses also include litigation and customer settlements, impairment charges on operating assets, gains and losses on disposals of operating assets, contingent consideration and foreign currency transaction gains and losses resulting from changes in exchange rates on certain foreign deposits.
|
•
|
Investment income includes dividend income from our strategic equity investments; gains and losses on trading securities in our non-qualified deferred compensation plans; short-term investment of clearing firms' cash performance bonds and guaranty fund contributions as well as excess operating cash; and interest income and realized gains and losses from our marketable securities. Investment income is influenced by the amount of dividends distributed by our strategic investments, the availability of funds generated by operations, market interest rates and changes in the levels of cash performance bonds deposited by clearing firms.
|
•
|
Interest and other borrowing costs include charges associated with various short-term and long-term funding facilities, including commitment fees on line of credit agreements.
|
•
|
Equity in net earnings (losses) of unconsolidated subsidiaries includes income and losses from our investments in S&P/DJI, Dubai Mercantile Exchange and Bursa Malaysia Derivatives Berhad.
|
•
|
Other income (expense) includes the net gain related to the contribution of the DJI asset group and the sale of CMA as well as gains related to our former securities lending program.
|
•
|
Level 1—Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date. Assets and liabilities carried at level 1 fair value generally include U.S. Treasury securities and investments in publicly traded mutual funds with quoted market prices.
|
•
|
Level 2—Inputs are either directly or indirectly observable and corroborated by market data or are based on quoted prices in markets that are not active. Assets and liabilities carried at level 2 fair value generally include asset-backed securities and certain derivatives.
|
•
|
Level 3—Inputs are unobservable and reflect management’s best estimate of what market participants would use in pricing the asset or liability. Assets and liabilities carried at level 3 fair value generally include assets and liabilities with inputs that require management’s judgment.
|
|
|
|
|
|
|
|
|
Year-over-Year Change
|
||||||||||
(dollars in millions, except per share data)
|
|
2014
|
|
2013
|
|
2012
|
|
2014-2013
|
|
2013-2012
|
||||||||
Total revenues
|
|
$
|
3,112.5
|
|
|
$
|
2,936.3
|
|
|
$
|
2,914.6
|
|
|
6
|
%
|
|
1
|
%
|
Total expenses
|
|
1,344.1
|
|
|
1,299.3
|
|
|
1,222.6
|
|
|
3
|
|
|
6
|
|
|||
Operating margin
|
|
57
|
%
|
|
56
|
%
|
|
58
|
%
|
|
|
|
|
|||||
Non-operating income (expense)
|
|
$
|
3.0
|
|
|
$
|
(36.0
|
)
|
|
$
|
1.4
|
|
|
(108
|
)
|
|
n.m.
|
|
Effective tax rate
|
|
36
|
%
|
|
39
|
%
|
|
46
|
%
|
|
|
|
|
|||||
Net income attributable to CME Group
|
|
$
|
1,127.1
|
|
|
$
|
976.8
|
|
|
$
|
896.3
|
|
|
15
|
|
|
9
|
|
Diluted earnings per common share attributable to CME Group
|
|
3.35
|
|
|
2.92
|
|
|
2.70
|
|
|
15
|
|
|
8
|
|
|||
Cash flows from operating activities
|
|
1,291.4
|
|
|
1,280.5
|
|
|
1,219.7
|
|
|
1
|
|
|
5
|
|
|
|
|
|
|
|
|
|
Year-over-Year Change
|
||||||||||
(dollars in millions)
|
|
2014
|
|
2013
|
|
2012
|
|
2014-2013
|
|
2013-2012
|
||||||||
Clearing and transaction fees
|
|
$
|
2,616.3
|
|
|
$
|
2,460.4
|
|
|
$
|
2,371.5
|
|
|
6
|
%
|
|
4
|
%
|
Market data and information services
|
|
356.3
|
|
|
315.4
|
|
|
387.1
|
|
|
13
|
|
|
(19
|
)
|
|||
Access and communication fees
|
|
82.7
|
|
|
83.2
|
|
|
88.8
|
|
|
(1
|
)
|
|
(6
|
)
|
|||
Other
|
|
57.2
|
|
|
77.3
|
|
|
67.2
|
|
|
(26
|
)
|
|
15
|
|
|||
Total Revenues
|
|
$
|
3,112.5
|
|
|
$
|
2,936.3
|
|
|
$
|
2,914.6
|
|
|
6
|
|
|
1
|
|
|
|
|
|
|
|
|
Year-over-Year Change
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
|
2014-2013
|
|
2013-2012
|
||||||||
Total contract volume (in millions)
|
3,443.1
|
|
|
3,161.5
|
|
|
2,890.0
|
|
|
9
|
%
|
|
9
|
%
|
|||
Clearing and transaction fees (in millions)
|
$
|
2,556.7
|
|
|
$
|
2,427.6
|
|
|
$
|
2,365.6
|
|
|
5
|
|
|
3
|
|
Average rate per contract
|
0.743
|
|
|
0.768
|
|
|
0.819
|
|
|
(3
|
)
|
|
(6
|
)
|
|
|
Year-over-Year Change
|
||||||
(in millions)
|
|
2014-2013
|
|
2013-2012
|
||||
Increases due to change in total contract volume
|
|
$
|
209.1
|
|
|
$
|
208.4
|
|
Decreases due to change in average rate per contract
|
|
(80.0
|
)
|
|
(146.4
|
)
|
||
Net increases in clearing and transaction fees
|
|
$
|
129.1
|
|
|
$
|
62.0
|
|
|
|
|
|
|
|
|
|
Year-over-Year Change
|
||||
(amounts in thousands)
|
|
2014
|
|
2013
|
|
2012
|
|
2014-2013
|
|
2013-2012
|
||
Average Daily Volume by Product Line:
|
|
|
|
|
|
|
|
|
|
|
||
Interest rate
|
|
7,009
|
|
5,903
|
|
4,834
|
|
19
|
%
|
|
22
|
%
|
Equity
|
|
2,764
|
|
2,642
|
|
2,560
|
|
5
|
|
|
3
|
|
Foreign exchange
|
|
803
|
|
886
|
|
845
|
|
(9
|
)
|
|
5
|
|
Agricultural commodity
(1)
|
|
1,120
|
|
1,053
|
|
1,140
|
|
6
|
|
|
(8
|
)
|
Energy
|
|
1,630
|
|
1,676
|
|
1,692
|
|
(3
|
)
|
|
(1
|
)
|
Metal
|
|
337
|
|
386
|
|
352
|
|
(13
|
)
|
|
10
|
|
Aggregate average daily volume
|
|
13,663
|
|
12,546
|
|
11,423
|
|
9
|
|
|
10
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Average Daily Volume by Venue:
|
|
|
|
|
|
|
|
|
|
|
||
Electronic
|
|
11,805
|
|
10,826
|
|
9,739
|
|
9
|
|
|
11
|
|
Open outcry
|
|
1,176
|
|
1,040
|
|
1,045
|
|
13
|
|
|
—
|
|
Privately negotiated
(2)
|
|
682
|
|
680
|
|
639
|
|
—
|
|
|
6
|
|
Aggregate average daily volume
|
|
13,663
|
|
12,546
|
|
11,423
|
|
9
|
|
|
10
|
|
|
|
|
|
|
|
|
|
Year-over-Year Change
|
||||
(amounts in thousands)
|
|
2014
|
|
2013
|
|
2012
|
|
2014-2013
|
|
2013-2012
|
||
Eurodollar futures and options:
|
|
|
|
|
|
|
|
|
|
|
||
Front 8 futures
|
|
1,580
|
|
1,159
|
|
1,099
|
|
36
|
%
|
|
5
|
%
|
Back 32 futures
|
|
1,052
|
|
885
|
|
579
|
|
19
|
|
|
53
|
|
Options
|
|
860
|
|
595
|
|
551
|
|
44
|
|
|
8
|
|
U.S. Treasury futures and options:
|
|
|
|
|
|
|
|
|
|
|
||
10-Year
|
|
1,704
|
|
1,619
|
|
1,255
|
|
5
|
|
|
29
|
|
5-Year
|
|
884
|
|
791
|
|
567
|
|
12
|
|
|
39
|
|
Treasury bond
|
|
426
|
|
457
|
|
427
|
|
(7
|
)
|
|
7
|
|
2-Year
|
|
295
|
|
237
|
|
230
|
|
24
|
|
|
3
|
|
|
|
|
|
|
|
|
|
Year-over-Year Change
|
||||
(amounts in thousands)
|
|
2014
|
|
2013
|
|
2012
|
|
2014-2013
|
|
2013-2012
|
||
E-mini S&P 500 futures and options
|
|
2,146
|
|
2,119
|
|
2,016
|
|
1
|
%
|
|
5
|
%
|
E-mini NASDAQ 100 futures and options
|
|
312
|
|
239
|
|
254
|
|
30
|
|
|
(6
|
)
|
|
|
|
|
|
|
|
|
Year-over-Year Change
|
||||
(amounts in thousands)
|
|
2014
|
|
2013
|
|
2012
|
|
2014-2013
|
|
2013-2012
|
||
Euro
|
|
237
|
|
269
|
|
290
|
|
(12
|
)%
|
|
(7
|
)%
|
Japanese yen
|
|
164
|
|
184
|
|
99
|
|
(11
|
)
|
|
86
|
|
British pound
|
|
111
|
|
123
|
|
106
|
|
(10
|
)
|
|
16
|
|
Australian dollar
|
|
96
|
|
111
|
|
134
|
|
(13
|
)
|
|
(17
|
)
|
Canadian dollar
|
|
65
|
|
74
|
|
93
|
|
(11
|
)
|
|
(21
|
)
|
|
|
|
|
|
|
|
|
Year-over-Year Change
|
||||
(amounts in thousands)
|
|
2014
|
|
2013
|
|
2012
|
|
2014-2013
|
|
2013-2012
|
||
Corn
|
|
355
|
|
343
|
|
392
|
|
4
|
%
|
|
(12
|
)%
|
Soybean
|
|
263
|
|
243
|
|
278
|
|
8
|
|
|
(13
|
)
|
Wheat
(1)
|
|
152
|
|
139
|
|
129
|
|
9
|
|
|
8
|
|
Soybean Oil
|
|
101
|
|
100
|
|
118
|
|
1
|
|
|
(15
|
)
|
|
|
|
|
|
|
|
|
Year-over-Year Change
|
||||
(amounts in thousands)
|
|
2014
|
|
2013
|
|
2012
|
|
2014-2013
|
|
2013-2012
|
||
Crude oil
|
|
811
|
|
785
|
|
729
|
|
3
|
%
|
|
8
|
%
|
Natural gas
|
|
457
|
|
522
|
|
600
|
|
(13
|
)
|
|
(13
|
)
|
Refined products
|
|
294
|
|
294
|
|
314
|
|
—
|
|
|
(6
|
)
|
|
|
|
|
|
|
|
|
Year-over-Year Change
|
||||
(amounts in thousands)
|
|
2014
|
|
2013
|
|
2012
|
|
2014-2013
|
|
2013-2012
|
||
Gold
|
|
196
|
|
232
|
|
212
|
|
(16
|
)%
|
|
9
|
%
|
Silver
|
|
62
|
|
66
|
|
60
|
|
(5
|
)
|
|
10
|
|
Copper
|
|
58
|
|
68
|
|
64
|
|
(15
|
)
|
|
7
|
|
|
|
|
|
|
|
|
|
Year-over-Year Change
|
||||||||||
(dollars in millions)
|
|
2014
|
|
2013
|
|
2012
|
|
2014-2013
|
|
2013-2012
|
||||||||
Compensation and benefits
|
|
$
|
552.1
|
|
|
$
|
518.9
|
|
|
$
|
496.7
|
|
|
6
|
%
|
|
4
|
%
|
Communications
|
|
32.0
|
|
|
35.3
|
|
|
40.1
|
|
|
(9
|
)
|
|
(12
|
)
|
|||
Technology support services
|
|
58.2
|
|
|
53.6
|
|
|
50.7
|
|
|
9
|
|
|
6
|
|
|||
Professional fees and outside services
|
|
129.0
|
|
|
130.3
|
|
|
126.8
|
|
|
(1
|
)
|
|
3
|
|
|||
Amortization of purchased intangibles
|
|
100.6
|
|
|
103.0
|
|
|
116.2
|
|
|
(2
|
)
|
|
(11
|
)
|
|||
Depreciation and amortization
|
|
132.6
|
|
|
135.1
|
|
|
136.9
|
|
|
(2
|
)
|
|
(1
|
)
|
|||
Occupancy and building operations
|
|
96.8
|
|
|
78.3
|
|
|
77.0
|
|
|
24
|
|
|
2
|
|
|||
Licensing and other fee agreements
|
|
114.2
|
|
|
97.9
|
|
|
82.6
|
|
|
17
|
|
|
19
|
|
|||
Other
|
|
128.6
|
|
|
146.9
|
|
|
95.6
|
|
|
(12
|
)
|
|
54
|
|
|||
Total Expenses
|
|
$
|
1,344.1
|
|
|
$
|
1,299.3
|
|
|
$
|
1,222.6
|
|
|
3
|
|
|
6
|
|
(dollars in millions)
|
|
Year-
Over-Year
Change
|
|
Change as a
Percentage of
2013 Expenses
|
|||
Salaries, benefits and employer taxes
|
|
$
|
23.5
|
|
|
2
|
%
|
Foreign currency exchange rate fluctuations
|
|
20.8
|
|
|
2
|
|
|
Reorganization costs and voluntary exit incentive plan
|
|
18.2
|
|
|
1
|
|
|
License and other fee agreements
|
|
16.3
|
|
|
1
|
|
|
Merger and acquisition costs
|
|
11.0
|
|
|
1
|
|
|
MF Global bankruptcy claim
|
|
(14.5
|
)
|
|
(1
|
)
|
|
Security breach
|
|
(16.0
|
)
|
|
(1
|
)
|
|
Loss on sale of NYMEX building, net of additional occupancy expenses
|
|
(19.5
|
)
|
|
(2
|
)
|
|
Other expenses, net
|
|
5.0
|
|
|
—
|
|
|
Total
|
|
$
|
44.8
|
|
|
3
|
%
|
•
|
Compensation and benefits expense increased as a result of increases in average headcount related to efforts to expand our product offerings and geographic reach as well as to meet additional regulatory requirements. The overall increase in average headcount was partially offset by a global workforce reduction of approximately 150 positions as part of a recently announced reorganization in October 2014. Expenses also increased due to
annual salary increases and rising healthcare costs.
|
•
|
In 2014, we recognized a net loss within other expenses of $15.4 million due to an unfavorable change in exchange rates on foreign cash balances, compared with a net gain of $5.4 million in 2013. Gains and losses from exchange rate fluctuations result when subsidiaries with a U.S. dollar functional currency hold cash as well as certain other monetary
|
•
|
Severance and other costs related to the reorganization in October 2014 were recognized in the fourth quarter of 2014. Additionally, compensation and benefits expenses increased due to our voluntary exit incentive plan in the second quarter of 2014.
|
•
|
An increase in licensing and other fee agreements expense resulted from higher volumes for certain equity contracts and interest rate swap products.
|
•
|
We recognized professional fees and other expenses related to our proposed transaction with GFI Group Inc. The agreement with GFI Group Inc. was terminated in January 2015.
|
•
|
In the second quarter of 2014, we recognized the settlement of our claim in the MF Global bankruptcy filing as a reduction to other expenses.
|
•
|
A decrease in legal and other consulting services related to a security breach in 2013 partially offset the increase in overall expenses in 2014.
|
•
|
In November 2013, CME Group sold its building in New York. The sale resulted in a loss on disposal of building assets, a write-off of lease-related intangible assets and other transaction-related costs included within other expenses in 2013. The loss as well as depreciation, occupancy and amortization of intangible expense recognized in 2013 was partially offset by higher occupancy expenses in 2014 associated with the new building lease.
|
(dollars in millions)
|
|
Year-
Over-Year
Change
|
|
Change as a
Percentage of
2012 Expenses
|
|||
Salaries, benefits and employer taxes
|
|
$
|
29.9
|
|
|
2
|
%
|
Loss on sale of NYMEX building
|
|
27.1
|
|
|
2
|
|
|
Bonus expense
|
|
21.4
|
|
|
2
|
|
|
Licensing and other fee agreements
|
|
16.6
|
|
|
2
|
|
|
Security breach
|
|
16.0
|
|
|
1
|
|
|
Marketing expense
|
|
12.7
|
|
|
1
|
|
|
DJI asset group contribution and CMA sale
|
|
(46.2
|
)
|
|
(4
|
)
|
|
Other expenses, net
|
|
(0.8
|
)
|
|
—
|
|
|
Total
|
|
$
|
76.7
|
|
|
6
|
%
|
•
|
A rise in salaries, benefits and employer taxes resulting from annual salary increases and rising healthcare costs contributed to an increase in compensation and benefits expense. An increase in average headcount due to efforts to expand and globalize our business also contributed to an increase in expenses in 2013 when compared with 2012.
|
•
|
The sale of the building in New York resulted in a loss on disposal of building assets, a write-off of lease-related intangible assets and other transaction-related costs.
|
•
|
Bonus expense increased due to improved performance relative to our cash earnings target in 2013 when compared with 2012 performance relative to our 2012 cash earnings target.
|
•
|
An increase in licensing and other fee agreements resulted from higher volumes for interest rate swap products and certain equity contracts. The increase in licensing and other fee agreements was also due to fees incurred in connection with a licensing agreement with S&P/DJI, which was amended in the second quarter of 2012.
|
•
|
Professional fees increased due to an increase in legal and other consulting services related to a security breach in 2013.
|
•
|
Marketing expense increased due to new branding initiatives for CME Group.
|
|
|
|
|
|
|
|
|
Year-over-Year Change
|
||||||||||
(dollars in millions)
|
|
2014
|
|
2013
|
|
2012
|
|
2014-2013
|
|
2013-2012
|
||||||||
Investment income
|
|
$
|
35.8
|
|
|
$
|
44.9
|
|
|
$
|
38.7
|
|
|
(20
|
)%
|
|
16
|
%
|
Gains (losses) on derivative investments
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
(100
|
)
|
|||
Interest and other borrowing costs
|
|
(119.4
|
)
|
|
(151.4
|
)
|
|
(132.2
|
)
|
|
(21
|
)
|
|
15
|
|
|||
Equity in net earnings (losses) of unconsolidated subsidiaries
|
|
84.8
|
|
|
70.5
|
|
|
30.7
|
|
|
20
|
|
|
130
|
|
|||
Other income (expense)
|
|
1.8
|
|
|
—
|
|
|
64.3
|
|
|
100
|
|
|
(100
|
)
|
|||
Total Non-Operating
|
|
$
|
3.0
|
|
|
$
|
(36.0
|
)
|
|
$
|
1.4
|
|
|
(108
|
)
|
|
n.m.
|
|
|
|
|
|
|
|
|
|
Year-over-Year Change
|
||||||||||||
(dollars in millions)
|
|
2014
|
|
2013
|
|
2012
|
|
2014-2013
|
|
2013-2012
|
||||||||||
Weighted average borrowings outstanding
|
|
$
|
2,206.3
|
|
|
$
|
2,781.3
|
|
|
$
|
2,344.1
|
|
|
$
|
(575.0
|
)
|
|
$
|
437.2
|
|
Weighted average effective yield
|
|
4.22
|
%
|
|
4.68
|
%
|
|
5.06
|
%
|
|
(0.46
|
)%
|
|
(0.38
|
)%
|
|||||
Average cost of borrowing
(1)
|
|
4.40
|
|
|
4.85
|
|
|
5.24
|
|
|
(0.45
|
)
|
|
(0.39
|
)
|
|
2014
|
|
2013
|
|
2012
|
|
Year-over-Year Change
|
|||||||
2014-2013
|
|
2013-2012
|
||||||||||||
Year ended December 31
|
36.4
|
%
|
|
38.9
|
%
|
|
46.5
|
%
|
|
(2.5
|
)%
|
|
(7.6
|
)%
|
(in millions)
|
|
Operating
Leases
|
|
Purchase
Obligations
|
|
Debt Obligations
|
|
Other
Long-Term
Liabilities
|
|
Total
(1)
|
||||||||||
Year
|
|
|
|
|
|
|
|
|
|
|
||||||||||
2015
|
|
$
|
59.1
|
|
|
$
|
14.6
|
|
|
$
|
89.2
|
|
|
$
|
52.0
|
|
|
$
|
214.9
|
|
2016-2017
|
|
90.2
|
|
|
19.0
|
|
|
178.4
|
|
|
—
|
|
|
287.6
|
|
|||||
2018-2019
|
|
83.6
|
|
|
9.5
|
|
|
750.5
|
|
|
—
|
|
|
843.6
|
|
|||||
Thereafter
|
|
221.7
|
|
|
2.3
|
|
|
2,521.5
|
|
|
—
|
|
|
2,745.5
|
|
|||||
Total
|
|
$
|
454.6
|
|
|
$
|
45.4
|
|
|
$
|
3,539.6
|
|
|
$
|
52.0
|
|
|
$
|
4,091.6
|
|
(1)
|
The liability for gross unrecognized income tax benefits, including interest and penalties, of
$198.6 million
for uncertain tax positions are not included in the table due to uncertainty about the date of their settlement.
|
|
|
|
|
|
|
|
|
Year-over-Year Change
|
||||||||||
(dollars in millions)
|
|
2014
|
|
2013
|
|
2012
|
|
2014-2013
|
|
2013-2012
|
||||||||
Net cash provided by operating activities
|
|
$
|
1,291.4
|
|
|
$
|
1,280.5
|
|
|
$
|
1,219.7
|
|
|
1
|
%
|
|
5
|
%
|
Net cash provided by (used in) investing activities
|
|
(199.1
|
)
|
|
190.5
|
|
|
(208.9
|
)
|
|
n.m.
|
|
|
(191
|
)
|
|||
Net cash used in financing activities
|
|
(2,195.9
|
)
|
|
(606.0
|
)
|
|
(448.4
|
)
|
|
n.m.
|
|
|
35
|
|
|
|
||
(in millions)
|
Par Value
|
||
Fixed rate notes due March 2018, stated rate of 4.40%
(1)
|
$
|
612.5
|
|
Fixed rate notes due September 2022, stated rate of 3.00%
(2)
|
750.0
|
|
|
Fixed rate notes due September 2043, stated rate of 5.30%
(3)
|
750.0
|
|
(1)
|
In February 2010, we entered into a forward-starting interest rate swap agreement that modified the interest obligation associated with these notes so that the interest payable on the notes effectively became fixed at a rate of 4.46%.
|
(2)
|
In August 2012, we entered into a forward-starting interest rate swap agreement that modified the interest obligation associated with these notes so that the interest payable on the notes effectively became fixed at a rate of 3.32%.
|
(3)
|
In August 2012, we entered into a forward-starting interest rate swap agreement that modified the interest obligation associated with these notes so that the interest payable effectively became fixed at a rate of 4.73%.
|
Rating Agency
|
|
Short-Term
Debt Rating
|
|
Long-Term
Debt Rating
|
|
Outlook
|
Standard & Poor’s
|
|
A1+
|
|
AA-
|
|
Stable
|
Moody’s Investors Service
|
|
P1
|
|
Aa3
|
|
Stable
|
ITEM 7A.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
•
|
a financial safeguard package for all futures and options contracts other than cleared credit default swap and interest rate swap contracts (base package),
|
•
|
a financial safeguard package for cleared interest rate swap contracts, and
|
•
|
a financial safeguard package for cleared credit default swap contracts.
|
(in millions)
|
|
CME Clearing
Available Assets
|
||
Designated corporate contributions for futures and options
(1)
|
|
$
|
100.0
|
|
Guaranty fund contributions
(2)
|
|
3,488.5
|
|
|
Minimum assessment powers
(3)
|
|
9,593.2
|
|
|
Minimum Total Assets Available for Default
(4)
|
|
$
|
13,181.7
|
|
(1)
|
CME Clearing designates $100.0 million of corporate contributions to satisfy a clearing firm default in the event that the defaulting clearing firm's guaranty contributions and performance bonds do not satisfy the deficit.
|
(2)
|
Guaranty fund contributions of clearing firms include guaranty fund contributions required of clearing firms, but do not include any excess deposits held by us at the direction of clearing firms.
|
(3)
|
In the event of a clearing firm default, if a loss continues to exist after the utilization of the assets of the defaulted firm, our designated corporate contribution and the non-defaulting clearing firms' guaranty fund contributions, we would assess all non-defaulting clearing members as provided in the rules governing the guaranty fund. We would assess a minimum of 275% of their existing guaranty fund requirements up to a maximum of 550% of their existing guaranty fund requirements as provided in the rules.
|
(4)
|
Represents the aggregate minimum resources available to satisfy any obligations not met by a defaulting firm subsequent to the liquidation of the defaulting firm's performance bond collateral.
|
(in millions)
|
|
CME Clearing
Available Assets
|
||
Designated corporate contributions for interest rate swap contracts
(1)
|
|
$
|
150.0
|
|
Guaranty fund contributions
(2)
|
|
2,370.7
|
|
|
Minimum assessment powers
(3)
|
|
2,018.8
|
|
|
Minimum Total Assets Available for Default
(4)
|
|
$
|
4,539.5
|
|
(1)
|
CME Clearing designates $150.0 million of corporate contributions to satisfy a clearing firm default in the event that the defaulting clearing firm's guaranty contributions and performance bonds do not satisfy the deficit.
|
(2)
|
Guaranty fund contributions of clearing firms for interest rate swap contracts include guaranty fund contributions required of those clearing firms.
|
(3)
|
Represents the aggregate minimum resources available to satisfy any obligations not met by a defaulting firm subsequent to the liquidation of the defaulting firm's performance bond collateral.
|
(in millions)
|
|
CME Clearing
Available Assets
|
||
Designated corporate contributions for credit default swap contracts
(1)
|
|
$
|
50.0
|
|
Guaranty fund contributions
(2)
|
|
750.0
|
|
|
Minimum assessment powers
(3)
|
|
54.2
|
|
|
Minimum Total Assets Available for Default
(4)
|
|
$
|
854.2
|
|
(1)
|
CME Clearing designates corporate contributions to satisfy a clearing firm default in the event that the defaulting clearing firm's guaranty contributions and performance bonds do not satisfy the deficit. The working capital contributed by us would be equal to the greater of $50.0 million and 5% of the credit default swap guaranty fund, up to a maximum of $100.0 million.
|
(2)
|
Guaranty fund contributions of clearing firms for credit default swap contracts include guaranty fund contributions required of those clearing firms.
|
(3)
|
In the event of a clearing firm default, if a loss continues to exist after the utilization of the assets of the defaulted firm, our corporate contribution and the non-defaulting firms' guaranty fund contributions, we would assess all non-defaulting clearing members as provided in the rules governing the credit default swap guaranty fund.
|
(4)
|
Represents the aggregate minimum resources available to satisfy any obligations not met by a defaulting firm subsequent to the liquidation of the defaulting firm's performance bond collateral.
|
(in millions)
|
|
Cost
Basis
|
|
Fair
Value
|
|
Carrying
Value
|
|
Unrealized
Gain (Loss),
Net of Tax
|
||||||||
BM&FBOVESPA S.A.
|
|
$
|
405.7
|
|
|
$
|
410.8
|
|
|
$
|
410.8
|
|
|
$
|
(25.0
|
)
|
Bolsa Mexicana de Valores, S.A.B. de C.V.
|
|
17.3
|
|
|
21.2
|
|
|
21.2
|
|
|
2.4
|
|
ITEM 8.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
|
December 31,
|
||||||
|
2014
|
|
2013
|
||||
Assets
|
|
|
|
||||
Current Assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
1,366.1
|
|
|
$
|
2,469.7
|
|
Marketable securities
|
74.7
|
|
|
68.4
|
|
||
Accounts receivable, net of allowance of $1.2 and $1.2
|
341.2
|
|
|
302.7
|
|
||
Other current assets (includes $37.0 and $40.0 in restricted cash)
|
196.5
|
|
|
209.7
|
|
||
Cash performance bonds and guaranty fund contributions
|
40,566.8
|
|
|
21,355.1
|
|
||
Total current assets
|
42,545.3
|
|
|
24,405.6
|
|
||
Property, net
|
508.9
|
|
|
513.4
|
|
||
Intangible assets—trading products
|
17,175.3
|
|
|
17,175.3
|
|
||
Intangible assets—other, net
|
2,637.4
|
|
|
2,741.2
|
|
||
Goodwill
|
7,569.0
|
|
|
7,569.0
|
|
||
Other assets (includes $72.4 and $74.0 in restricted cash)
|
1,805.6
|
|
|
1,873.3
|
|
||
Total Assets
|
$
|
72,241.5
|
|
|
$
|
54,277.8
|
|
|
|
|
|
||||
Liabilities and Equity
|
|
|
|
||||
Current Liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
36.9
|
|
|
$
|
36.2
|
|
Short-term debt
|
—
|
|
|
749.9
|
|
||
Other current liabilities
|
927.5
|
|
|
1,169.8
|
|
||
Cash performance bonds and guaranty fund contributions
|
40,566.8
|
|
|
21,355.1
|
|
||
Total current liabilities
|
41,531.2
|
|
|
23,311.0
|
|
||
Long-term debt
|
2,107.9
|
|
|
2,107.2
|
|
||
Deferred income tax liabilities, net
|
7,302.7
|
|
|
7,249.7
|
|
||
Other liabilities
|
376.2
|
|
|
449.4
|
|
||
Total Liabilities
|
51,318.0
|
|
|
33,117.3
|
|
||
|
|
|
|
||||
CME Group Shareholders’ Equity:
|
|
|
|
||||
Preferred stock, $0.01 par value, 10,000 shares authorized as of December 31, 2014 and 2013; none issued
|
—
|
|
|
—
|
|
||
Class A common stock, $0.01 par value, 1,000,000 shares authorized as of December 31, 2014 and 2013, 335,452 and 333,852 shares issued and outstanding as of December 31, 2014 and 2013, respectively
|
3.4
|
|
|
3.3
|
|
||
Class B common stock, $0.01 par value, 3 shares authorized, issued and outstanding as of December 31, 2014 and 2013
|
—
|
|
|
—
|
|
||
Additional paid-in capital
|
17,596.6
|
|
|
17,504.9
|
|
||
Retained earnings
|
3,317.3
|
|
|
3,494.6
|
|
||
Accumulated other comprehensive income (loss)
|
6.2
|
|
|
152.0
|
|
||
Total CME Group shareholders’ equity
|
20,923.5
|
|
|
21,154.8
|
|
||
Non-controlling interest
|
—
|
|
|
5.7
|
|
||
Total Equity
|
20,923.5
|
|
|
21,160.5
|
|
||
Total Liabilities and Equity
|
$
|
72,241.5
|
|
|
$
|
54,277.8
|
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Revenues
|
|
|
|
|
|
||||||
Clearing and transaction fees
|
$
|
2,616.3
|
|
|
$
|
2,460.4
|
|
|
$
|
2,371.5
|
|
Market data and information services
|
356.3
|
|
|
315.4
|
|
|
387.1
|
|
|||
Access and communication fees
|
82.7
|
|
|
83.2
|
|
|
88.8
|
|
|||
Other
|
57.2
|
|
|
77.3
|
|
|
67.2
|
|
|||
Total Revenues
|
3,112.5
|
|
|
2,936.3
|
|
|
2,914.6
|
|
|||
Expenses
|
|
|
|
|
|
||||||
Compensation and benefits
|
552.1
|
|
|
518.9
|
|
|
496.7
|
|
|||
Communications
|
32.0
|
|
|
35.3
|
|
|
40.1
|
|
|||
Technology support services
|
58.2
|
|
|
53.6
|
|
|
50.7
|
|
|||
Professional fees and outside services
|
129.0
|
|
|
130.3
|
|
|
126.8
|
|
|||
Amortization of purchased intangibles
|
100.6
|
|
|
103.0
|
|
|
116.2
|
|
|||
Depreciation and amortization
|
132.6
|
|
|
135.1
|
|
|
136.9
|
|
|||
Occupancy and building operations
|
96.8
|
|
|
78.3
|
|
|
77.0
|
|
|||
Licensing and other fee agreements
|
114.2
|
|
|
97.9
|
|
|
82.6
|
|
|||
Other
|
128.6
|
|
|
146.9
|
|
|
95.6
|
|
|||
Total Expenses
|
1,344.1
|
|
|
1,299.3
|
|
|
1,222.6
|
|
|||
Operating Income
|
1,768.4
|
|
|
1,637.0
|
|
|
1,692.0
|
|
|||
|
|
|
|
|
|
||||||
Non-Operating Income (Expense)
|
|
|
|
|
|
||||||
Investment income
|
35.8
|
|
|
44.9
|
|
|
38.7
|
|
|||
Gains (losses) on derivative investments
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|||
Interest and other borrowing costs
|
(119.4
|
)
|
|
(151.4
|
)
|
|
(132.2
|
)
|
|||
Equity in net earnings (losses) of unconsolidated subsidiaries
|
84.8
|
|
|
70.5
|
|
|
30.7
|
|
|||
Other non-operating income (expense)
|
1.8
|
|
|
—
|
|
|
64.3
|
|
|||
Total Non-Operating
|
3.0
|
|
|
(36.0
|
)
|
|
1.4
|
|
|||
Income before Income Taxes
|
1,771.4
|
|
|
1,601.0
|
|
|
1,693.4
|
|
|||
Income tax provision
|
644.5
|
|
|
622.9
|
|
|
786.7
|
|
|||
Net Income
|
1,126.9
|
|
|
978.1
|
|
|
906.7
|
|
|||
Less: net income (loss) attributable to non-controlling interests
|
(0.2
|
)
|
|
1.3
|
|
|
10.4
|
|
|||
Net Income Attributable to CME Group
|
$
|
1,127.1
|
|
|
$
|
976.8
|
|
|
$
|
896.3
|
|
|
|
|
|
|
|
||||||
Earnings per Common Share Attributable to CME Group:
|
|
|
|
|
|
||||||
Basic
|
$
|
3.37
|
|
|
$
|
2.94
|
|
|
$
|
2.71
|
|
Diluted
|
3.35
|
|
|
2.92
|
|
|
2.70
|
|
|||
Weighted Average Number of Common Shares:
|
|
|
|
|
|
||||||
Basic
|
334,409
|
|
|
332,678
|
|
|
331,252
|
|
|||
Diluted
|
336,063
|
|
|
334,398
|
|
|
332,319
|
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Net income
|
|
|
$
|
1,126.9
|
|
|
$
|
978.1
|
|
|
$
|
906.7
|
|
Other comprehensive income, net of tax:
|
|
|
|
|
|
|
|
||||||
Investment securities:
|
|
|
|
|
|
|
|
||||||
Net unrealized holding gains (losses) arising during the period
|
|
|
(116.6
|
)
|
|
(221.0
|
)
|
|
174.7
|
|
|||
Reclassification of gains on sale included in investment income
|
|
|
—
|
|
|
(0.7
|
)
|
|
(1.8
|
)
|
|||
Income tax benefit (expense)
|
|
|
(5.2
|
)
|
|
63.9
|
|
|
(64.6
|
)
|
|||
Investment securities, net
|
|
|
(121.8
|
)
|
|
(157.8
|
)
|
|
108.3
|
|
|||
Defined benefit plans:
|
|
|
|
|
|
|
|
||||||
Net change in defined benefit plans arising during the period
|
|
|
(30.0
|
)
|
|
28.4
|
|
|
(13.0
|
)
|
|||
Amortization of net actuarial (gains) losses and prior service costs included in compensation and benefits expense
|
|
|
0.3
|
|
|
3.2
|
|
|
2.5
|
|
|||
Income tax benefit (expense)
|
|
|
11.2
|
|
|
(12.0
|
)
|
|
4.2
|
|
|||
Defined benefit plans, net
|
|
|
(18.5
|
)
|
|
19.6
|
|
|
(6.3
|
)
|
|||
Derivative investments:
|
|
|
|
|
|
|
|
||||||
Net unrealized holding gains (losses) arising during the period
|
|
|
(2.3
|
)
|
|
128.8
|
|
|
(25.3
|
)
|
|||
Ineffectiveness on cash flow hedges
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|||
Amortization of effective portion of net (gain) loss on cash flow hedges included in interest expense
|
|
|
(1.5
|
)
|
|
1.6
|
|
|
1.1
|
|
|||
Income tax benefit (expense)
|
|
|
1.4
|
|
|
(49.0
|
)
|
|
9.0
|
|
|||
Derivative investments, net
|
|
|
(2.4
|
)
|
|
81.4
|
|
|
(15.1
|
)
|
|||
Foreign currency translation:
|
|
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
|
|
(5.2
|
)
|
|
(0.8
|
)
|
|
(1.3
|
)
|
|||
Reclassification adjustment for loss included in other non-operating income (expense)
|
|
|
—
|
|
|
—
|
|
|
18.4
|
|
|||
Income tax benefit (expense)
|
|
|
2.1
|
|
|
0.3
|
|
|
(6.2
|
)
|
|||
Foreign currency translation, net
|
|
|
(3.1
|
)
|
|
(0.5
|
)
|
|
10.9
|
|
|||
Other comprehensive income, net of tax
|
|
|
(145.8
|
)
|
|
(57.3
|
)
|
|
97.8
|
|
|||
Comprehensive income
|
|
|
981.1
|
|
|
920.8
|
|
|
1,004.5
|
|
|||
Less: comprehensive income attributable to non-controlling interests
|
|
|
(0.2
|
)
|
|
1.3
|
|
|
10.5
|
|
|||
Comprehensive Income Attributable to CME Group
|
|
|
$
|
981.3
|
|
|
$
|
919.5
|
|
|
$
|
994.0
|
|
|
Class A
Common
Stock
(Shares)
|
|
Class B
Common
Stock
(Shares)
|
|
Common
Stock and
Additional
Paid-in
Capital
|
|
Retained
Earnings
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Total CME Group
Shareholders’
Equity
|
|
Non-controlling Interest
|
|
Total Equity
|
||||||||||||
Balance at December 31, 2011
|
330,653
|
|
3
|
|
$
|
17,115.8
|
|
|
$
|
4,324.6
|
|
|
$
|
111.6
|
|
|
$
|
21,552.0
|
|
|
$
|
—
|
|
|
$
|
21,552.0
|
|
Net income attributable to CME Group and non-controlling interest
|
|
|
|
|
|
|
896.3
|
|
|
|
|
896.3
|
|
|
|
|
896.3
|
|
|||||||||
Other comprehensive income attributable to CME Group
|
|
|
|
|
|
|
|
|
97.7
|
|
|
97.7
|
|
|
|
|
97.7
|
|
|||||||||
Dividends on common stock of $3.70 per share
|
|
|
|
|
|
|
(1,227.5
|
)
|
|
|
|
(1,227.5
|
)
|
|
|
|
(1,227.5
|
)
|
|||||||||
Non-controlling interest resulting from acquisition of Kansas City Board of Trade
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5.8
|
|
|
5.8
|
|
|||||||||
Tax benefits from Index Services partnership allocation
|
|
|
|
|
18.6
|
|
|
|
|
|
|
18.6
|
|
|
|
|
18.6
|
|
|||||||||
Exercise of stock options
|
745
|
|
|
|
22.1
|
|
|
|
|
|
|
22.1
|
|
|
|
|
22.1
|
|
|||||||||
Excess tax benefits from option exercises and restricted stock vesting
|
|
|
|
|
4.6
|
|
|
|
|
|
|
4.6
|
|
|
|
|
4.6
|
|
|||||||||
Vesting of issued restricted Class A common stock
|
366
|
|
|
|
(9.8
|
)
|
|
|
|
|
|
(9.8
|
)
|
|
|
|
(9.8
|
)
|
|||||||||
Shares issued to Board of Directors
|
40
|
|
|
|
2.1
|
|
|
|
|
|
|
2.1
|
|
|
|
|
2.1
|
|
|||||||||
Shares issued under Employee Stock Purchase Plan
|
28
|
|
|
|
1.6
|
|
|
|
|
|
|
1.6
|
|
|
|
|
1.6
|
|
|||||||||
Stock-based compensation
|
|
|
|
|
61.4
|
|
|
|
|
|
|
61.4
|
|
|
|
|
61.4
|
|
|||||||||
Balance at December 31, 2012
|
331,832
|
|
3
|
|
$
|
17,216.4
|
|
|
$
|
3,993.4
|
|
|
$
|
209.3
|
|
|
$
|
21,419.1
|
|
|
$
|
5.8
|
|
|
$
|
21,424.9
|
|
|
Class A
Common
Stock
(Shares)
|
|
Class B
Common
Stock
(Shares)
|
|
Common
Stock and
Additional
Paid-in
Capital
|
|
Retained
Earnings
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Total CME Group
Shareholders’
Equity
|
|
Non-controlling Interest
|
|
Total Equity
|
||||||||||||
Balance at December 31, 2012
|
331,832
|
|
3
|
|
$
|
17,216.4
|
|
|
$
|
3,993.4
|
|
|
$
|
209.3
|
|
|
$
|
21,419.1
|
|
|
$
|
5.8
|
|
|
$
|
21,424.9
|
|
Net income attributable to CME Group and non-controlling interest
|
|
|
|
|
|
|
976.8
|
|
|
|
|
976.8
|
|
|
(0.1
|
)
|
|
976.7
|
|
||||||||
Other comprehensive income attributable to CME Group
|
|
|
|
|
|
|
|
|
(57.3
|
)
|
|
(57.3
|
)
|
|
|
|
(57.3
|
)
|
|||||||||
Dividends on common stock of $4.40 per share
|
|
|
|
|
|
|
(1,475.6
|
)
|
|
|
|
(1,475.6
|
)
|
|
|
|
(1,475.6
|
)
|
|||||||||
Tax effect and gain related to purchase of non-controlling interest
|
|
|
|
|
167.9
|
|
|
|
|
|
|
167.9
|
|
|
|
|
167.9
|
|
|||||||||
Exercise of stock options
|
1,532
|
|
|
|
73.7
|
|
|
|
|
|
|
73.7
|
|
|
|
|
73.7
|
|
|||||||||
Excess tax benefits from option exercises and restricted stock vesting
|
|
|
|
|
6.8
|
|
|
|
|
|
|
6.8
|
|
|
|
|
6.8
|
|
|||||||||
Vesting of issued restricted Class A common stock
|
442
|
|
|
|
(14.4
|
)
|
|
|
|
|
|
(14.4
|
)
|
|
|
|
(14.4
|
)
|
|||||||||
Shares issued to Board of Directors
|
27
|
|
|
|
2.1
|
|
|
|
|
|
|
2.1
|
|
|
|
|
2.1
|
|
|||||||||
Shares issued under Employee Stock Purchase Plan
|
19
|
|
|
|
1.3
|
|
|
|
|
|
|
1.3
|
|
|
|
|
1.3
|
|
|||||||||
Stock-based compensation
|
|
|
|
|
54.4
|
|
|
|
|
|
|
54.4
|
|
|
|
|
54.4
|
|
|||||||||
Balance at December 31, 2013
|
333,852
|
|
3
|
|
$
|
17,508.2
|
|
|
$
|
3,494.6
|
|
|
$
|
152.0
|
|
|
$
|
21,154.8
|
|
|
$
|
5.7
|
|
|
$
|
21,160.5
|
|
|
Class A
Common
Stock
(Shares)
|
|
Class B
Common
Stock
(Shares)
|
|
Common
Stock and
Additional
Paid-in
Capital
|
|
Retained
Earnings
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Total CME Group
Shareholders’
Equity
|
|
Non-controlling Interest
|
|
Total Equity
|
||||||||||||
Balance at December 31, 2013
|
333,852
|
|
3
|
|
$
|
17,508.2
|
|
|
$
|
3,494.6
|
|
|
$
|
152.0
|
|
|
$
|
21,154.8
|
|
|
$
|
5.7
|
|
|
$
|
21,160.5
|
|
Net income attributable to CME Group and non-controlling interest
|
|
|
|
|
|
|
1,127.1
|
|
|
|
|
1,127.1
|
|
|
(0.2
|
)
|
|
1,126.9
|
|
||||||||
Other comprehensive income attributable to CME Group
|
|
|
|
|
|
|
|
|
(145.8
|
)
|
|
(145.8
|
)
|
|
|
|
(145.8
|
)
|
|||||||||
Dividends on common stock of $3.88 per share
|
|
|
|
|
|
|
(1,304.4
|
)
|
|
|
|
(1,304.4
|
)
|
|
|
|
(1,304.4
|
)
|
|||||||||
Tax benefits and gain related to purchase of non-controlling interests
|
|
|
|
|
(7.8
|
)
|
|
|
|
|
|
(7.8
|
)
|
|
(5.5
|
)
|
|
(13.3
|
)
|
||||||||
Exercise of stock options
|
1,031
|
|
|
|
53.3
|
|
|
|
|
|
|
53.3
|
|
|
|
|
53.3
|
|
|||||||||
Excess tax benefits from option exercises and restricted stock vesting
|
|
|
|
|
4.0
|
|
|
|
|
|
|
4.0
|
|
|
|
|
4.0
|
|
|||||||||
Vesting of issued restricted Class A common stock
|
511
|
|
|
|
(16.7
|
)
|
|
|
|
|
|
(16.7
|
)
|
|
|
|
(16.7
|
)
|
|||||||||
Shares issued to Board of Directors
|
34
|
|
|
|
2.4
|
|
|
|
|
|
|
2.4
|
|
|
|
|
2.4
|
|
|||||||||
Shares issued under Employee Stock Purchase Plan
|
24
|
|
|
|
1.8
|
|
|
|
|
|
|
1.8
|
|
|
|
|
1.8
|
|
|||||||||
Stock-based compensation
|
|
|
|
|
54.8
|
|
|
|
|
|
|
54.8
|
|
|
|
|
54.8
|
|
|||||||||
Balance at December 31, 2014
|
335,452
|
|
3
|
|
$
|
17,600.0
|
|
|
$
|
3,317.3
|
|
|
$
|
6.2
|
|
|
$
|
20,923.5
|
|
|
$
|
—
|
|
|
$
|
20,923.5
|
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Cash Flows from Operating Activities
|
|
|
|
|
|
||||||
Net income
|
$
|
1,126.9
|
|
|
$
|
978.1
|
|
|
$
|
906.7
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Stock-based compensation
|
54.8
|
|
|
54.4
|
|
|
61.4
|
|
|||
Amortization of purchased intangibles
|
100.6
|
|
|
103.0
|
|
|
116.2
|
|
|||
Depreciation and amortization
|
132.6
|
|
|
135.1
|
|
|
136.9
|
|
|||
Gain on contribution of Dow Jones Index asset group
|
—
|
|
|
—
|
|
|
(78.8
|
)
|
|||
Loss on sale of Credit Market Analysis Ltd.
|
—
|
|
|
—
|
|
|
19.9
|
|
|||
Loss on sale of NYMEX building property
|
—
|
|
|
27.1
|
|
|
—
|
|
|||
Undistributed net earnings of unconsolidated subsidiaries
|
(8.6
|
)
|
|
(2.0
|
)
|
|
(15.8
|
)
|
|||
Deferred income taxes
|
78.9
|
|
|
(6.0
|
)
|
|
82.2
|
|
|||
Change in:
|
|
|
|
|
|
||||||
Accounts receivable
|
(38.5
|
)
|
|
(35.5
|
)
|
|
(0.3
|
)
|
|||
Other current assets
|
3.7
|
|
|
(2.6
|
)
|
|
(18.2
|
)
|
|||
Other assets
|
(11.5
|
)
|
|
0.6
|
|
|
(65.6
|
)
|
|||
Accounts payable
|
0.7
|
|
|
(5.5
|
)
|
|
11.2
|
|
|||
Income taxes payable
|
(105.6
|
)
|
|
(9.3
|
)
|
|
71.9
|
|
|||
Other current liabilities
|
(46.1
|
)
|
|
42.5
|
|
|
(5.6
|
)
|
|||
Other liabilities
|
(2.8
|
)
|
|
(5.5
|
)
|
|
(7.3
|
)
|
|||
Other
|
6.3
|
|
|
6.1
|
|
|
4.9
|
|
|||
Net Cash Provided by Operating Activities
|
1,291.4
|
|
|
1,280.5
|
|
|
1,219.7
|
|
|||
|
|
|
|
|
|
||||||
Cash Flows from Investing Activities
|
|
|
|
|
|
||||||
Proceeds from maturities and sales of available-for-sale marketable securities
|
37.5
|
|
|
36.5
|
|
|
29.5
|
|
|||
Purchases of available-for-sale marketable securities
|
(38.3
|
)
|
|
(36.6
|
)
|
|
(32.5
|
)
|
|||
Purchases of property, net
|
(140.7
|
)
|
|
(125.6
|
)
|
|
(141.8
|
)
|
|||
Proceeds from sale of building properties, net of transaction costs
|
7.9
|
|
|
192.4
|
|
|
148.6
|
|
|||
Cash paid in business combinations, net of cash acquired
|
—
|
|
|
—
|
|
|
(162.9
|
)
|
|||
Investments in business ventures
|
(59.3
|
)
|
|
(4.0
|
)
|
|
(67.8
|
)
|
|||
Issuance of loan to unconsolidated subsidiary
|
(6.2
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from sale of Credit Market Analysis Ltd., net of cash sold with business
|
—
|
|
|
—
|
|
|
42.4
|
|
|||
Settlement of derivative related to debt issuance
|
—
|
|
|
127.8
|
|
|
(24.4
|
)
|
|||
Net Cash Provided by (Used in) Investing Activities
|
(199.1
|
)
|
|
190.5
|
|
|
(208.9
|
)
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Cash Flows from Financing Activities
|
|
|
|
|
|
||||||
Proceeds from other borrowings, net of issuance costs
|
—
|
|
|
748.7
|
|
|
747.7
|
|
|||
Repayment of other borrowings
|
(750.0
|
)
|
|
(750.0
|
)
|
|
—
|
|
|||
Cash dividends
|
(1,496.8
|
)
|
|
(599.1
|
)
|
|
(1,224.3
|
)
|
|||
Proceeds from exercise of stock options
|
53.3
|
|
|
73.7
|
|
|
22.1
|
|
|||
Purchase of non-controlling interest
|
(4.7
|
)
|
|
(80.0
|
)
|
|
—
|
|
|||
Excess tax benefits related to employee option exercises and restricted stock vesting
|
4.0
|
|
|
6.8
|
|
|
4.6
|
|
|||
Settlement of contingent consideration
|
(3.6
|
)
|
|
(7.3
|
)
|
|
—
|
|
|||
Other
|
1.9
|
|
|
1.2
|
|
|
1.5
|
|
|||
Net Cash Used in Financing Activities
|
(2,195.9
|
)
|
|
(606.0
|
)
|
|
(448.4
|
)
|
|||
|
|
|
|
|
|
||||||
Net change in cash and cash equivalents
|
(1,103.6
|
)
|
|
865.0
|
|
|
562.4
|
|
|||
Cash and cash equivalents, beginning of period
|
2,469.7
|
|
|
1,604.7
|
|
|
1,042.3
|
|
|||
Cash and Cash Equivalents, End of Period
|
$
|
1,366.1
|
|
|
$
|
2,469.7
|
|
|
$
|
1,604.7
|
|
|
|
|
|
|
|
||||||
Supplemental Disclosure of Cash Flow Information
|
|
|
|
|
|
||||||
Income taxes paid
|
$
|
641.5
|
|
|
$
|
612.2
|
|
|
$
|
624.4
|
|
Interest paid
|
111.4
|
|
|
133.4
|
|
|
110.6
|
|
|||
Non-cash investing activities:
|
|
|
|
|
|
||||||
Investment in S&P/Dow Jones Indices LLC
|
—
|
|
|
—
|
|
|
878.4
|
|
|||
Non-cash financing activities:
|
|
|
|
|
|
||||||
Declaration of annual variable dividend, payable in January 2015 and January 2014
|
670.9
|
|
|
868.0
|
|
|
—
|
|
|
|
2014
|
|
2013
|
||||||||||||
(in millions)
|
|
Amortized
Cost
|
|
Fair
Value
|
|
Amortized
Cost
|
|
Fair
Value
|
||||||||
U.S. Treasury securities
|
|
$
|
19.1
|
|
|
$
|
19.1
|
|
|
$
|
18.3
|
|
|
$
|
18.3
|
|
Asset-backed security
|
|
0.7
|
|
|
0.4
|
|
|
0.8
|
|
|
0.4
|
|
||||
Equity securities
|
|
0.1
|
|
|
0.1
|
|
|
—
|
|
|
0.1
|
|
||||
Total
|
|
$
|
19.9
|
|
|
$
|
19.6
|
|
|
$
|
19.1
|
|
|
$
|
18.8
|
|
(in millions)
|
|
Amortized
Cost
|
|
Fair
Value
|
||||
Maturity of one year or less
|
|
$
|
19.1
|
|
|
$
|
19.1
|
|
Maturity between one and five years
|
|
—
|
|
|
—
|
|
||
Maturity between five and ten years
|
|
—
|
|
|
—
|
|
||
Maturity greater than ten years
|
|
0.7
|
|
|
0.4
|
|
||
Total
|
|
$
|
19.8
|
|
|
$
|
19.5
|
|
|
|
2014
|
|
2013
|
||||||||||||
(in millions)
|
|
Cash
|
|
Non-Cash
Deposits
and
IEF Funds
|
|
Cash
|
|
Non-Cash
Deposits
and
IEF Funds
|
||||||||
Performance bonds
1
|
|
$
|
38,729.0
|
|
|
$
|
93,972.7
|
|
|
$
|
20,060.1
|
|
|
$
|
88,152.3
|
|
Guaranty fund contributions
|
|
1,719.9
|
|
|
5,699.0
|
|
|
1,290.1
|
|
|
4,834.8
|
|
||||
Cross-margin arrangements
|
|
102.2
|
|
|
91.2
|
|
|
3.1
|
|
|
76.5
|
|
||||
Performance collateral for delivery
|
|
15.7
|
|
|
2.1
|
|
|
1.8
|
|
|
2.6
|
|
||||
Total
|
|
$
|
40,566.8
|
|
|
$
|
99,765.0
|
|
|
$
|
21,355.1
|
|
|
$
|
93,066.2
|
|
(in millions)
|
|
2014
|
|
2013
|
||||
Performance bonds
|
|
$
|
2,441.9
|
|
|
$
|
3,453.1
|
|
Guaranty fund contributions
|
|
25.0
|
|
|
25.0
|
|
||
Cross-margin arrangements
|
|
5.5
|
|
|
—
|
|
||
Performance collateral for delivery
|
|
950.4
|
|
|
1,005.5
|
|
||
Total Letters of Credit
|
|
$
|
3,422.8
|
|
|
$
|
4,483.6
|
|
(in millions)
|
|
2014
|
|
2013
|
|
Estimated Useful Life
|
||||
Land and land improvements
|
|
$
|
17.7
|
|
|
$
|
20.1
|
|
|
10 - 20 years
(1)
|
Building and building improvements
|
|
273.5
|
|
|
280.0
|
|
|
3 - 39 years
|
||
Leasehold improvements
|
|
219.1
|
|
|
218.6
|
|
|
3 - 24 years
|
||
Furniture, fixtures and equipment
|
|
360.1
|
|
|
352.1
|
|
|
2 - 7 years
|
||
Software and software development costs
|
|
379.5
|
|
|
321.0
|
|
|
2 - 4 years
|
||
Total property
|
|
1,249.9
|
|
|
1,191.8
|
|
|
|
||
Less accumulated depreciation and amortization
|
|
(741.0
|
)
|
|
(678.4
|
)
|
|
|
||
Property, net
|
|
$
|
508.9
|
|
|
$
|
513.4
|
|
|
|
|
|
2014
|
|
2013
|
||||||||||||||||||||
(in millions)
|
|
Assigned Value
|
|
Accumulated
Amortization
|
|
Net Book
Value
|
|
Assigned Value
|
|
Accumulated
Amortization
|
|
Net Book
Value
|
||||||||||||
Amortizable Intangible Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Clearing firm, market data and other customer relationships
|
|
$
|
2,838.8
|
|
|
$
|
(658.8
|
)
|
|
$
|
2,180.0
|
|
|
$
|
2,838.8
|
|
|
$
|
(563.2
|
)
|
|
$
|
2,275.6
|
|
Technology-related intellectual property
|
|
29.4
|
|
|
(23.5
|
)
|
|
5.9
|
|
|
33.8
|
|
|
(19.8
|
)
|
|
14.0
|
|
||||||
Other
|
|
2.4
|
|
|
(0.9
|
)
|
|
1.5
|
|
|
2.4
|
|
|
(0.8
|
)
|
|
1.6
|
|
||||||
Total amortizable intangible assets
|
|
$
|
2,870.6
|
|
|
$
|
(683.2
|
)
|
|
2,187.4
|
|
|
$
|
2,875.0
|
|
|
$
|
(583.8
|
)
|
|
2,291.2
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Indefinite-Lived Intangible Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Trade names
|
|
|
|
|
|
450.0
|
|
|
|
|
|
|
450.0
|
|
||||||||||
Total intangible assets—other, net
|
|
|
|
|
|
$
|
2,637.4
|
|
|
|
|
|
|
$
|
2,741.2
|
|
||||||||
Trading products
(1)
|
|
|
|
|
|
$
|
17,175.3
|
|
|
|
|
|
|
$
|
17,175.3
|
|
(1)
|
Trading products represent futures and options products acquired in our business combinations with CBOT Holdings, Inc., NYMEX Holdings, Inc. and The Board of Trade of Kansas City, Missouri, Inc. Clearing and transaction fees are generated through the trading of these products. These trading products, most of which have traded for decades, require authorization from the CFTC. Product authorizations from the CFTC have no term limits.
|
|
|
Clearing firm, market data and other customer relationships
|
5 - 30 years
|
Technology-related intellectual property
|
4 - 5 years
|
Other
|
3 - 24.5 years
|
(in millions)
|
|
Balance at December 31, 2013
|
|
Business
Combinations
|
|
Divestitures
|
|
Other
Activity
|
|
Balance at December 31, 2014
|
||||||||||
CBOT Holdings
|
|
$
|
5,035.7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5,035.7
|
|
NYMEX Holdings
|
|
2,462.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,462.2
|
|
|||||
Other
|
|
71.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
71.1
|
|
|||||
Total Goodwill
|
|
$
|
7,569.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
7,569.0
|
|
(in millions)
|
|
Balance at December 31, 2012
|
|
Business
Combinations
|
|
Divestitures
|
|
Other
Activity
|
|
Balance at December 31, 2013
|
||||||||||
CBOT Holdings
|
|
$
|
5,035.7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5,035.7
|
|
NYMEX Holdings
|
|
2,462.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,462.2
|
|
|||||
Other
|
|
69.0
|
|
|
—
|
|
|
—
|
|
|
2.1
|
|
|
71.1
|
|
|||||
Total Goodwill
|
|
$
|
7,566.9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2.1
|
|
|
$
|
7,569.0
|
|
(in millions)
|
|
2014
|
|
2013
|
||||
$750.0 million fixed rate notes due February 2014, stated rate of 5.75%
|
|
$
|
—
|
|
|
$
|
749.9
|
|
Total short-term debt
|
|
$
|
—
|
|
|
$
|
749.9
|
|
(in millions)
|
|
2014
|
|
2013
|
||||
$612.5 million fixed rate notes due March 2018, stated rate of 4.40%
(1)
|
|
$
|
611.0
|
|
|
$
|
610.5
|
|
$750.0 million fixed rate notes due September 2022, stated rate of 3.00%
(2)
|
|
748.2
|
|
|
748.0
|
|
||
$750.0 million fixed rate notes due September 2043, stated rate of 5.30%
(3)
|
|
748.7
|
|
|
748.7
|
|
||
Total long-term debt
|
|
$
|
2,107.9
|
|
|
$
|
2,107.2
|
|
(1)
|
In February 2010, the company entered into a forward-starting interest rate swap agreement that modified the interest obligation associated with these notes so that the interest payable on the notes effectively became fixed at a rate of
4.46%
.
|
(2)
|
In August 2012, the company entered into a forward-starting interest rate swap agreement that modified the interest obligation associated with these notes so that the interest payable on the notes effectively became fixed at a rate of
3.32%
.
|
(3)
|
In August 2012, CME Group entered into a forward-starting interest rate swap agreement that modified the interest obligation associated with these notes so that the interest payable on the notes effectively became fixed at a rate of
4.73%
.
|
(in millions)
|
Par Value
|
||
2015
|
$
|
—
|
|
2016
|
—
|
|
|
2017
|
—
|
|
|
2018
|
612.5
|
|
|
2019
|
—
|
|
|
Thereafter
|
1,500.0
|
|
(in millions)
|
|
Fair Value
|
||
$612.5 million fixed rate notes due March 2018, stated rate of 4.40%
|
|
$
|
650.5
|
|
$750.0 million fixed rate notes due September 2022, stated rate of 3.00%
|
|
763.0
|
|
|
$750.0 million fixed rates notes due September 2043, stated rate of 5.30%
|
|
913.4
|
|
(in millions)
|
|
Balance Sheet Location
|
|
2014
|
|
2013
|
||||
Interest rate contract
|
|
Other current liabilities
|
|
$
|
2.3
|
|
|
$
|
—
|
|
|
|
Gains (Losses)
Recognized in OCI
(Effective Portion)
|
|
(Gains) Losses Reclassified from
Accumulated OCI
(Effective Portion)
|
|
Gains (Losses)
Recognized in Income
(Ineffective Portion)
|
|||||||||||||||||||
(in millions)
|
|
2014
|
2013
|
|
Location
|
|
2014
|
2013
|
|
Location
|
|
2014
|
2013
|
||||||||||||
Interest rate contracts
|
|
$
|
(2.3
|
)
|
$
|
128.8
|
|
|
Interest and other borrowing costs
|
|
$
|
(1.5
|
)
|
$
|
1.6
|
|
|
Gains (losses) on derivative investments
|
|
$
|
—
|
|
$
|
—
|
|
(in millions)
|
|
2014
|
|
2013
|
|
2012
|
||||||
Income before income taxes:
|
|
|
|
|
|
|
||||||
Domestic
|
|
$
|
1,783.7
|
|
|
$
|
1,599.2
|
|
|
$
|
1,703.5
|
|
Foreign
|
|
(12.3
|
)
|
|
1.8
|
|
|
(10.1
|
)
|
|||
Total
|
|
$
|
1,771.4
|
|
|
$
|
1,601.0
|
|
|
$
|
1,693.4
|
|
Income tax provision:
|
|
|
|
|
|
|
||||||
Current:
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
526.4
|
|
|
$
|
491.9
|
|
|
$
|
585.2
|
|
State
|
|
36.5
|
|
|
128.8
|
|
|
117.6
|
|
|||
Foreign
|
|
2.7
|
|
|
8.2
|
|
|
1.7
|
|
|||
Total
|
|
565.6
|
|
|
628.9
|
|
|
704.5
|
|
|||
Deferred:
|
|
|
|
|
|
|
||||||
Federal
|
|
47.1
|
|
|
(157.6
|
)
|
|
50.3
|
|
|||
State
|
|
32.4
|
|
|
153.4
|
|
|
37.0
|
|
|||
Foreign
|
|
(0.6
|
)
|
|
(1.8
|
)
|
|
(5.1
|
)
|
|||
Total
|
|
78.9
|
|
|
(6.0
|
)
|
|
82.2
|
|
|||
Total Income Tax Provision
|
|
$
|
644.5
|
|
|
$
|
622.9
|
|
|
$
|
786.7
|
|
|
|
2014
|
|
2013
|
|
2012
|
|||
Statutory U.S. federal tax rate
|
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
State taxes, net of federal benefit
|
|
1.6
|
|
|
4.8
|
|
|
4.8
|
|
Domestic production activities deduction
|
|
(1.4
|
)
|
|
(7.7
|
)
|
|
—
|
|
Increase (decrease) in domestic valuation allowance
|
|
0.1
|
|
|
0.6
|
|
|
—
|
|
Impact of revised state and local apportionment estimates
|
|
1.1
|
|
|
6.6
|
|
|
1.0
|
|
Deferred taxes associated with McGraw venture and CMA sale
|
|
—
|
|
|
—
|
|
|
6.3
|
|
Other, net
|
|
—
|
|
|
(0.4
|
)
|
|
(0.6
|
)
|
Effective Tax Rate
|
|
36.4
|
%
|
|
38.9
|
%
|
|
46.5
|
%
|
(in millions)
|
|
2014
|
|
2013
|
||||
Net Current Deferred Income Tax Assets:
|
|
|
|
|
||||
Unrealized loss on securities
|
|
$
|
3.0
|
|
|
$
|
3.0
|
|
Stock-based compensation
|
|
19.2
|
|
|
19.1
|
|
||
Accrued expenses and other
|
|
2.2
|
|
|
30.2
|
|
||
Net Current Deferred Income Tax Assets
|
|
$
|
24.4
|
|
|
$
|
52.3
|
|
Net Non-Current Deferred Income Tax Assets:
|
|
|
|
|
||||
Domestic unrealized loss on investment in BM&FBOVESPA
|
|
$
|
101.7
|
|
|
$
|
59.7
|
|
Foreign losses
|
|
19.7
|
|
|
18.8
|
|
||
Domestic losses
|
|
7.3
|
|
|
8.5
|
|
||
Stock-based compensation
|
|
30.7
|
|
|
49.3
|
|
||
Deferred compensation and other benefit plans
|
|
38.1
|
|
|
23.8
|
|
||
Property
|
|
44.3
|
|
|
35.2
|
|
||
Unrealized losses on securities
|
|
16.5
|
|
|
22.9
|
|
||
Accrued expenses and other
|
|
—
|
|
|
13.8
|
|
||
Subtotal
|
|
258.3
|
|
|
232.0
|
|
||
Valuation allowance
|
|
(99.2
|
)
|
|
(47.5
|
)
|
||
Total non-current deferred income tax assets
|
|
159.1
|
|
|
184.5
|
|
||
Non-Current Deferred Income Tax Liabilities:
|
|
|
|
|
||||
Purchased intangible assets
|
|
(7,448.2
|
)
|
|
(7,434.2
|
)
|
||
Other
|
|
(13.6
|
)
|
|
—
|
|
||
Total non-current deferred income tax liabilities
|
|
(7,461.8
|
)
|
|
(7,434.2
|
)
|
||
Net Non-Current Deferred Income Tax Liabilities
|
|
$
|
(7,302.7
|
)
|
|
$
|
(7,249.7
|
)
|
(in millions)
|
|
2014
|
|
2013
|
|
2012
|
||||||
Gross unrecognized tax benefits
|
|
$
|
187.6
|
|
|
$
|
231.6
|
|
|
$
|
37.7
|
|
Unrecognized tax benefits, net of tax impacts in other jurisdictions
|
|
160.8
|
|
|
183.3
|
|
|
24.5
|
|
|||
Unrecognized interest and penalties related to uncertain tax positions
|
|
11.0
|
|
|
42.5
|
|
|
20.1
|
|
|||
Interest and penalties recognized in the consolidated statements of income
|
|
(12.5
|
)
|
|
22.4
|
|
|
3.0
|
|
(in millions)
|
|
2014
|
|
2013
|
|
2012
|
||||||
Balance at January 1
|
|
$
|
231.6
|
|
|
$
|
37.7
|
|
|
$
|
36.8
|
|
Additions based on tax positions related to the current year
|
|
30.5
|
|
|
26.1
|
|
|
5.3
|
|
|||
Additions for tax positions of prior years
|
|
24.9
|
|
|
168.4
|
|
|
3.2
|
|
|||
Reductions for tax positions of prior years
|
|
(51.8
|
)
|
|
(0.4
|
)
|
|
(2.0
|
)
|
|||
Reductions resulting from the lapse of statutes of limitations
|
|
—
|
|
|
(0.2
|
)
|
|
(2.2
|
)
|
|||
Settlements with taxing authorities
|
|
(47.6
|
)
|
|
—
|
|
|
(3.4
|
)
|
|||
Balance at December 31
|
|
$
|
187.6
|
|
|
$
|
231.6
|
|
|
$
|
37.7
|
|
(in millions)
|
|
2014
|
|
2013
|
||||
Balance at January 1
|
|
$
|
175.7
|
|
|
$
|
181.6
|
|
Service cost
|
|
17.1
|
|
|
18.0
|
|
||
Interest cost
|
|
9.6
|
|
|
7.9
|
|
||
Actuarial (gain) loss
|
|
30.1
|
|
|
(23.4
|
)
|
||
Benefits paid
|
|
(8.8
|
)
|
|
(8.4
|
)
|
||
Balance at December 31
|
|
$
|
223.7
|
|
|
$
|
175.7
|
|
(in millions)
|
|
2014
|
|
2013
|
|
2012
|
||||||
Balance at January 1
|
|
$
|
193.6
|
|
|
$
|
183.9
|
|
|
$
|
149.1
|
|
Actual return on plan assets
|
|
14.3
|
|
|
18.1
|
|
|
16.4
|
|
|||
Employer contributions
|
|
26.0
|
|
|
—
|
|
|
28.0
|
|
|||
Benefits paid
|
|
(8.8
|
)
|
|
(8.4
|
)
|
|
(9.6
|
)
|
|||
Balance at December 31
|
|
$
|
225.1
|
|
|
$
|
193.6
|
|
|
$
|
183.9
|
|
(in millions)
|
|
2014
|
|
2013
|
||||
Level 2:
|
|
|
|
|
||||
Money market funds
|
|
$
|
27.2
|
|
|
$
|
4.4
|
|
Mutual funds:
|
|
|
|
|
||||
Fixed income
|
|
67.2
|
|
|
60.7
|
|
||
U.S. equity
|
|
63.4
|
|
|
59.6
|
|
||
Foreign equity
|
|
57.6
|
|
|
59.7
|
|
||
Commodity
|
|
9.7
|
|
|
9.2
|
|
||
Total
|
|
$
|
225.1
|
|
|
$
|
193.6
|
|
(in millions)
|
|
2014
|
|
2013
|
|
2012
|
||||||
Components of Net Pension Expense:
|
|
|
|
|
|
|
||||||
Service cost
|
|
$
|
17.1
|
|
|
$
|
18.0
|
|
|
$
|
16.0
|
|
Interest cost
|
|
9.6
|
|
|
7.9
|
|
|
7.9
|
|
|||
Expected return on plan assets
|
|
(14.0
|
)
|
|
(13.3
|
)
|
|
(11.0
|
)
|
|||
Recognized net actuarial loss
|
|
0.6
|
|
|
3.1
|
|
|
2.5
|
|
|||
Net Pension Expense
|
|
$
|
13.3
|
|
|
$
|
15.7
|
|
|
$
|
15.4
|
|
Assumptions Used to Determine End-of-Year Benefit Obligation:
|
|
|
|
|
|
|
||||||
Discount rate
|
|
4.20
|
%
|
|
5.10
|
%
|
|
4.10
|
%
|
|||
Rate of compensation increase
|
|
5.00
|
|
|
5.00
|
|
|
5.00
|
|
|||
Cash balance interest crediting rate
|
|
4.00
|
|
|
4.00
|
|
|
4.00
|
|
|||
Assumptions Used to Determine Net Pension Expense:
|
|
|
|
|
|
|
||||||
Discount rate
|
|
5.10
|
%
|
|
4.10
|
%
|
|
5.00
|
%
|
|||
Rate of compensation increase
|
|
5.00
|
|
|
5.00
|
|
|
5.00
|
|
|||
Expected return on plan assets
|
|
7.50
|
|
|
7.50
|
|
|
7.75
|
|
|||
Interest crediting rate
|
|
4.00
|
|
|
4.00
|
|
|
4.00
|
|
(in millions)
|
|
Prior
Service
Costs
|
|
Actuarial
Loss
|
||||
Balance at January 1
|
|
$
|
0.1
|
|
|
$
|
22.5
|
|
Unrecognized net loss
|
|
—
|
|
|
29.7
|
|
||
Recognized as a component of net pension expense
|
|
—
|
|
|
(0.6
|
)
|
||
Balance at December 31
|
|
$
|
0.1
|
|
|
$
|
51.6
|
|
•
|
In November 2013, the company sold a building in New York and leased back a portion of the property. The operating lease, which has an initial lease term ending on December 31, 2028, contains
two
consecutive renewal options for
five
years.
|
•
|
In April 2012, the company sold two buildings in Chicago at 141 W. Jackson and leased back a portion of the property. The operating lease, which has an initial lease term ending on April 30, 2027, contains
four
consecutive renewal options for
five
years.
|
•
|
In January 2011, the company entered into an operating lease for office space in London. The initial lease term, which became effective on January 20, 2011, terminates on March 24, 2026, with an option to terminate without penalty in January 2021.
|
•
|
In July 2008, the company renegotiated the operating lease for its headquarters at 20 South Wacker Drive in Chicago. The lease, which has an initial term ending on November 30, 2022, contains
two
consecutive renewal options for
seven
and
ten
years and a contraction option which allows the company to reduce its occupied space after November 30, 2018. In addition, the company may exercise a lease expansion option in December 2017.
|
•
|
In August 2006, the company entered into an operating lease for additional office space in Chicago. The initial lease term, which became effective on August 10, 2006, terminates on November 30, 2023. The lease contains
two
5
-year renewal options beginning in 2023.
|
Year
|
|
||
2015
|
$
|
59.1
|
|
2016
|
47.8
|
|
|
2017
|
42.4
|
|
|
2018
|
42.0
|
|
|
2019
|
41.6
|
|
|
Thereafter
|
221.7
|
|
|
Total
|
$
|
454.6
|
|
Year
|
|
||
2015
|
$
|
14.6
|
|
2016
|
9.8
|
|
|
2017
|
9.2
|
|
|
2018
|
8.3
|
|
|
2019
|
1.2
|
|
|
Thereafter
|
2.3
|
|
|
Total
|
$
|
45.4
|
|
(in millions)
|
2013
|
|
2012
|
||||
Balance at January 1
|
$
|
80.8
|
|
|
$
|
70.3
|
|
Total comprehensive income attributable to redeemable non-controlling interest
|
1.5
|
|
|
10.5
|
|
||
Purchase of non-controlling interest
|
(82.3
|
)
|
|
—
|
|
||
Balance at December 31
|
$
|
—
|
|
|
$
|
80.8
|
|
|
|
December 31,
|
||
(in thousands)
|
|
2014
|
|
2013
|
Class A common stock authorized
|
|
1,000,000
|
|
1,000,000
|
Class A common stock issued and outstanding
|
|
335,452
|
|
333,852
|
Class B-1 common stock authorized, issued and outstanding
|
|
0.6
|
|
0.6
|
Class B-2 common stock authorized, issued and outstanding
|
|
0.8
|
|
0.8
|
Class B-3 common stock authorized, issued and outstanding
|
|
1.3
|
|
1.3
|
Class B-4 common stock authorized, issued and outstanding
|
|
0.4
|
|
0.4
|
(in millions)
|
|
2014
|
|
2013
|
|
2012
|
||||||
Compensation expense
|
|
$
|
55.0
|
|
|
$
|
54.4
|
|
|
$
|
61.4
|
|
Income tax benefit recognized
|
|
19.5
|
|
|
20.0
|
|
|
22.5
|
|
|
Grant Year
|
|
2012
|
Dividend yield
|
4.2%-4.5%
|
Expected volatility
|
40%-41%
|
Risk-free interest rate
|
0.8%-1.5%
|
Expected life
|
5.0 to 6.2 years
|
|
|
Number of Shares
|
|
Weighted
Average
Exercise
Price
|
|
Weighted Average Remaining Contractual Life (in years)
|
|
Aggregate Intrinsic Value
|
|||||
Outstanding at December 31, 2013
|
|
4,191,594
|
|
|
$
|
67
|
|
|
4.9
|
|
$
|
70.4
|
|
Exercised
|
|
(1,030,952
|
)
|
|
52
|
|
|
|
|
|
|||
Cancelled
|
|
(149,375
|
)
|
|
76
|
|
|
|
|
|
|||
Outstanding at December 31, 2014
|
|
3,011,267
|
|
|
72
|
|
|
3.7
|
|
60.1
|
|
||
Exercisable at December 31, 2014
|
|
2,761,127
|
|
|
74
|
|
|
3.5
|
|
51.5
|
|
|
Number of Shares
|
|
Weighted
Average
Grant Date
Fair Value
|
|||
Outstanding at December 31, 2013
|
2,085,251
|
|
|
$
|
63
|
|
Granted
|
948,740
|
|
|
82
|
|
|
Vested
|
(511,575
|
)
|
|
60
|
|
|
Cancelled
|
(424,108
|
)
|
|
64
|
|
|
Outstanding at December 31, 2014
|
2,098,308
|
|
|
72
|
|
(in millions)
|
Investment Securities
|
|
Defined Benefit Plans
|
|
Derivative Investments
|
|
Foreign Currency Translation
|
|
Total
|
||||||||||
Balance at December 31, 2013
|
$
|
98.9
|
|
|
$
|
(12.8
|
)
|
|
$
|
65.0
|
|
|
$
|
0.9
|
|
|
$
|
152.0
|
|
Other comprehensive income before reclassifications and income tax benefit (expense)
|
(116.6
|
)
|
|
(30.0
|
)
|
|
(2.3
|
)
|
|
(5.2
|
)
|
|
(154.1
|
)
|
|||||
Amounts reclassified from accumulated other comprehensive income
|
—
|
|
|
0.3
|
|
|
(1.5
|
)
|
|
—
|
|
|
(1.2
|
)
|
|||||
Income tax benefit (expense)
|
(5.2
|
)
|
|
11.2
|
|
|
1.4
|
|
|
2.1
|
|
|
9.5
|
|
|||||
Net current period other comprehensive income attributable to CME Group
|
(121.8
|
)
|
|
(18.5
|
)
|
|
(2.4
|
)
|
|
(3.1
|
)
|
|
(145.8
|
)
|
|||||
Balance at December 31, 2014
|
$
|
(22.9
|
)
|
|
$
|
(31.3
|
)
|
|
$
|
62.6
|
|
|
$
|
(2.2
|
)
|
|
$
|
6.2
|
|
(in millions)
|
Investment Securities
|
|
Defined Benefit Plans
|
|
Derivative Investments
|
|
Foreign Currency Translation
|
|
Total
|
||||||||||
Balance at December 31, 2012
|
$
|
256.7
|
|
|
$
|
(32.4
|
)
|
|
$
|
(16.4
|
)
|
|
$
|
1.4
|
|
|
$
|
209.3
|
|
Other comprehensive income before reclassifications and income tax benefit (expense)
|
(221.0
|
)
|
|
28.4
|
|
|
128.8
|
|
|
(0.8
|
)
|
|
(64.6
|
)
|
|||||
Amounts reclassified from accumulated other comprehensive income
|
(0.7
|
)
|
|
3.2
|
|
|
1.6
|
|
|
—
|
|
|
4.1
|
|
|||||
Income tax benefit (expense)
|
63.9
|
|
|
(12.0
|
)
|
|
(49.0
|
)
|
|
0.3
|
|
|
3.2
|
|
|||||
Net current period other comprehensive income attributable to CME Group
|
(157.8
|
)
|
|
19.6
|
|
|
81.4
|
|
|
(0.5
|
)
|
|
(57.3
|
)
|
|||||
Balance at December 31, 2013
|
$
|
98.9
|
|
|
$
|
(12.8
|
)
|
|
$
|
65.0
|
|
|
$
|
0.9
|
|
|
$
|
152.0
|
|
(in millions)
|
Investment Securities
|
|
Defined Benefit Plans
|
|
Derivative Investments
|
|
Foreign Currency Translation
|
|
Total
|
||||||||||
Balance at December 31, 2011
|
$
|
148.4
|
|
|
$
|
(26.1
|
)
|
|
$
|
(1.2
|
)
|
|
$
|
(9.5
|
)
|
|
$
|
111.6
|
|
Other comprehensive income before reclassifications and income tax benefit (expense)
|
174.7
|
|
|
(13.0
|
)
|
|
(25.3
|
)
|
|
(1.3
|
)
|
|
135.1
|
|
|||||
Ineffectiveness on cash flow hedges
|
—
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
|
0.1
|
|
|||||
Amounts reclassified from accumulated other comprehensive income
(1)
|
(1.8
|
)
|
|
2.5
|
|
|
1.0
|
|
|
18.4
|
|
|
20.1
|
|
|||||
Income tax benefit (expense)
|
(64.6
|
)
|
|
4.2
|
|
|
9.0
|
|
|
(6.2
|
)
|
|
(57.6
|
)
|
|||||
Net current period other comprehensive income attributable to CME Group
|
108.3
|
|
|
(6.3
|
)
|
|
(15.2
|
)
|
|
10.9
|
|
|
97.7
|
|
|||||
Balance at December 31, 2012
|
$
|
256.7
|
|
|
$
|
(32.4
|
)
|
|
$
|
(16.4
|
)
|
|
$
|
1.4
|
|
|
$
|
209.3
|
|
•
|
Level 1 inputs, which are considered the most reliable evidence of fair value, consist of quoted prices (unadjusted) for identical assets or liabilities in active markets.
|
•
|
Level 2 inputs consist of observable market data, other than level 1 inputs, such as quoted prices for similar assets and liabilities in active markets or inputs other than quoted prices that are directly observable.
|
•
|
Level 3 inputs consist of unobservable inputs which are derived and cannot be corroborated by market data or other entity-specific inputs.
|
|
|
December 31, 2014
|
||||||||||||||
(in millions)
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets at Fair Value:
|
|
|
|
|
|
|
|
|
||||||||
Marketable securities:
|
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury securities
|
|
$
|
19.1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
19.1
|
|
Mutual funds
|
|
55.1
|
|
|
—
|
|
|
—
|
|
|
55.1
|
|
||||
Equity securities
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
||||
Asset-backed security
|
|
—
|
|
|
0.4
|
|
|
—
|
|
|
0.4
|
|
||||
Total
|
|
74.3
|
|
|
0.4
|
|
|
—
|
|
|
74.7
|
|
||||
Performance bonds and guaranty fund contributions:
|
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury securities
(1)
|
|
16,699.7
|
|
|
—
|
|
|
—
|
|
|
16,699.7
|
|
||||
Equity investments
|
|
432.1
|
|
|
—
|
|
|
—
|
|
|
432.1
|
|
||||
Total Assets at Fair Value
|
|
$
|
17,206.1
|
|
|
$
|
0.4
|
|
|
$
|
—
|
|
|
$
|
17,206.5
|
|
Liabilities at Fair Value:
|
|
|
|
|
|
|
|
|
||||||||
Interest rate swap contract
|
|
$
|
—
|
|
|
$
|
2.3
|
|
|
$
|
—
|
|
|
$
|
2.3
|
|
Contingent consideration
|
|
—
|
|
|
—
|
|
|
17.7
|
|
|
17.7
|
|
||||
Total Liabilities at Fair Value
|
|
$
|
—
|
|
|
$
|
2.3
|
|
|
$
|
17.7
|
|
|
$
|
20.0
|
|
|
|
December 31, 2013
|
||||||||||||||
(in millions)
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets at Fair Value:
|
|
|
|
|
|
|
|
|
||||||||
Marketable securities:
|
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury securities
|
|
$
|
18.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
18.3
|
|
Mutual funds
|
|
49.6
|
|
|
—
|
|
|
—
|
|
|
49.6
|
|
||||
Equity securities
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
||||
Asset-backed securities
|
|
—
|
|
|
0.4
|
|
|
—
|
|
|
0.4
|
|
||||
Total
|
|
68.0
|
|
|
0.4
|
|
|
—
|
|
|
68.4
|
|
||||
Equity investments
|
|
499.9
|
|
|
—
|
|
|
—
|
|
|
499.9
|
|
||||
Total Assets at Fair Value
|
|
$
|
567.9
|
|
|
$
|
0.4
|
|
|
$
|
—
|
|
|
$
|
568.3
|
|
Liabilities at Fair Value:
|
|
|
|
|
|
|
|
|
||||||||
Contingent consideration
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
15.7
|
|
|
$
|
15.7
|
|
Total Liabilities at Fair Value
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
15.7
|
|
|
$
|
15.7
|
|
(in millions)
|
Contingent Consideration
|
||
Fair value of liability at December 31, 2012
|
$
|
12.6
|
|
Contingent obligation arising from acquisition
|
4.4
|
|
|
Realized and unrealized gains (losses):
|
|
||
Included in operating expense
|
6.0
|
|
|
Settlements
|
(7.3
|
)
|
|
Fair value of liability at December 31, 2013
|
15.7
|
|
|
Realized and unrealized gains (losses):
|
|
||
Included in operating expense
|
7.1
|
|
|
Settlements
|
(5.1
|
)
|
|
Fair value of liability at December 31, 2014
|
$
|
17.7
|
|
(in thousands)
|
2014
|
|
2013
|
|
2012
|
|||
Stock options
|
1,330
|
|
|
1,566
|
|
|
4,851
|
|
Stock awards
|
124
|
|
|
65
|
|
|
—
|
|
Total
|
1,454
|
|
|
1,631
|
|
|
4,851
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Net Income Attributable to CME Group (in millions)
|
$
|
1,127.1
|
|
|
$
|
976.8
|
|
|
$
|
896.3
|
|
Weighted Average Common Shares Outstanding (in thousands):
|
|
|
|
|
|
||||||
Basic
|
334,409
|
|
|
332,678
|
|
|
331,252
|
|
|||
Effect of stock options and stock awards
|
1,654
|
|
|
1,720
|
|
|
1,067
|
|
|||
Diluted
|
336,063
|
|
|
334,398
|
|
|
332,319
|
|
|||
Earnings per Common Share Attributable to CME Group:
|
|
|
|
|
|
||||||
Basic
|
$
|
3.37
|
|
|
$
|
2.94
|
|
|
$
|
2.71
|
|
Diluted
|
3.35
|
|
|
2.92
|
|
|
2.70
|
|
(in millions, except per share data)
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
|
Year to Date
|
||||||||||
Year Ended December 31, 2014
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total revenues
|
|
$
|
777.4
|
|
|
$
|
731.6
|
|
|
$
|
762.4
|
|
|
$
|
841.1
|
|
|
$
|
3,112.5
|
|
Operating income
|
|
454.5
|
|
|
412.0
|
|
|
430.4
|
|
|
471.5
|
|
|
1,768.4
|
|
|||||
Non-operating income (expense)
|
|
(8.1
|
)
|
|
10.1
|
|
|
(1.3
|
)
|
|
2.3
|
|
|
3.0
|
|
|||||
Income before income taxes
|
|
446.4
|
|
|
422.1
|
|
|
429.1
|
|
|
473.8
|
|
|
1,771.4
|
|
|||||
Net income attributable to CME Group
|
|
266.8
|
|
|
263.8
|
|
|
290.0
|
|
|
306.5
|
|
|
1,127.1
|
|
|||||
Earnings per common share attributable to CME Group:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
$
|
0.80
|
|
|
$
|
0.79
|
|
|
$
|
0.87
|
|
|
$
|
0.91
|
|
|
$
|
3.37
|
|
Diluted
|
|
0.79
|
|
|
0.79
|
|
|
0.86
|
|
|
0.91
|
|
|
3.35
|
|
|||||
Year Ended December 31, 2013
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total revenues
|
|
$
|
718.6
|
|
|
$
|
816.1
|
|
|
$
|
714.6
|
|
|
$
|
687.0
|
|
|
$
|
2,936.3
|
|
Operating income
|
|
405.5
|
|
|
507.8
|
|
|
400.5
|
|
|
323.2
|
|
|
1,637.0
|
|
|||||
Non-operating income (expense)
|
|
(17.9
|
)
|
|
(0.3
|
)
|
|
(1.6
|
)
|
|
(16.2
|
)
|
|
(36.0
|
)
|
|||||
Income before income taxes
|
|
387.6
|
|
|
507.5
|
|
|
398.9
|
|
|
307.0
|
|
|
1,601.0
|
|
|||||
Net income attributable to CME Group
|
|
235.8
|
|
|
311.2
|
|
|
236.7
|
|
|
193.1
|
|
|
976.8
|
|
|||||
Earnings per common share attributable to CME Group:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
$
|
0.71
|
|
|
$
|
0.94
|
|
|
$
|
0.71
|
|
|
$
|
0.58
|
|
|
$
|
2.94
|
|
Diluted
|
|
0.71
|
|
|
0.93
|
|
|
0.71
|
|
|
0.58
|
|
|
2.92
|
|
ITEM 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
ITEM 9A.
|
CONTROLS AND PROCEDURES
|
ITEM 9B.
|
OTHER INFORMATION
|
ITEM 10.
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
ITEM 11.
|
EXECUTIVE COMPENSATION
|
ITEM 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS
|
Plan category
|
|
Number of Securities to be Issued Upon Exercise of Outstanding Options (a)
|
|
Weighted-Average Exercise Price of Outstanding Options (b)
|
|
Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding securities reflected in column (a))(c)
|
||||
Equity compensation plans approved by security holders
|
|
3,011,267
|
|
|
$
|
72.48
|
|
|
22,882,151
|
|
Equity compensation plans not approved by security holders
|
|
—
|
|
|
|
|
|
|||
Total
|
|
3,011,267
|
|
|
|
|
22,882,151
|
|
ITEM 13.
|
CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
|
ITEM 14.
|
PRINCIPAL ACCOUNTANT FEES AND SERVICES
|
ITEM 15.
|
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
|
|
Balance at
beginning
of year
|
|
Charged
against
goodwill
|
|
Charged
(credited) to
costs and
expenses
|
|
Other
(1)
|
|
Balance
at end
of year
|
||||||||||
Year Ended December 31, 2014
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts
|
$
|
1.2
|
|
|
$
|
—
|
|
|
$
|
0.1
|
|
|
$
|
(0.1
|
)
|
|
$
|
1.2
|
|
Allowance for deferred tax assets
|
47.5
|
|
|
—
|
|
|
—
|
|
|
51.7
|
|
|
99.2
|
|
|||||
Year Ended December 31, 2013
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts
|
$
|
0.8
|
|
|
$
|
—
|
|
|
$
|
0.8
|
|
|
$
|
(0.4
|
)
|
|
$
|
1.2
|
|
Allowance for deferred tax assets
|
24.8
|
|
|
—
|
|
|
4.6
|
|
|
18.1
|
|
|
47.5
|
|
|||||
Year Ended December 31, 2012
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts
|
$
|
1.3
|
|
|
$
|
—
|
|
|
$
|
1.0
|
|
|
$
|
(1.5
|
)
|
|
$
|
0.8
|
|
Allowance for deferred tax assets
|
43.2
|
|
|
0.5
|
|
|
(3.0
|
)
|
|
(15.9
|
)
|
|
24.8
|
|
(1)
|
Includes write-offs of doubtful accounts and reversals of deferred tax asset valuation allowances against accumulated other comprehensive income.
|
(3)
|
Exhibits
|
Exhibit
Number
|
|
Description of Exhibit
|
|
|
|
|
|
|
3.
|
|
Articles of Incorporation and Bylaws
|
|
|
|
3.1
|
|
Fourth Amended and Restated Certificate of Incorporation of CME Group Inc. (incorporated by reference to Exhibit 3.1 to CME Group Inc.’s Current Report on Form 8-K, filed with the SEC on May 29, 2012, File No. 001-31553).
|
|
|
|
3.2
|
|
Tenth Amended and Restated Bylaws of CME Group Inc. (incorporated by reference to Exhibit 3.1 to CME Group Inc.’s Current Report on Form 8-K, filed with the SEC on April 23, 2013, File No. 001-31553).
|
|
|
|
4.
|
|
Instruments Defining the Rights of Security Holders
|
|
|
|
4.1*
|
|
Amended and Restated Commercial Paper Dealer Agreement, dated as of October 20, 2014, among CME Group Inc., as Issuer, and Barclays Capital Inc.
|
|
|
|
4.2*
|
|
Amended and Restated Issuing and Paying Agency Agreement, dated as of September 26, 2014, between CME Group Inc. and Bank of America, National Association, as Issuing and Paying Agent.
|
|
|
|
4.3*
|
|
Amended and Restated Commercial Paper Dealer Agreement, dated as of October 20, 2014, between CME Group Inc., as Issuer, and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Dealer.
|
|
|
|
4.4*
|
|
Amended and Restated Commercial Paper Dealer Agreement, dated as of October 20, 2014, between CME Group Inc., as Issuer, and Goldman, Sachs & Co., as Dealer.
|
|
|
|
4.5
|
|
Indenture, dated August 12, 2008, between CME Group Inc. and U.S. Bank National Association (incorporated by reference to Exhibit 4.1 to CME Group Inc.’s Current Report on Form 8-K, filed with the SEC on August 13, 2008, File No. 001-31553).
|
|
|
|
4.6
|
|
Fourth Supplemental Indenture (including the form of 5.75% note due 2014), dated February 9, 2009, between CME Group Inc. and U.S. Bank National Association (incorporated by reference to Exhibit 4.2 to CME Group Inc.’s Current Report on Form 8-K, filed with the SEC on February 9, 2009, File No. 001-31553).
|
|
|
|
4.7
|
|
Fifth Supplemental Indenture (including the form of 3.00% note due 2022), dated September 10, 2012, between CME Group Inc. and U.S. Bank National Association (incorporated by reference to Exhibit 4.2 to CME Group Inc.'s Current Report on Form 8-K, filed with the SEC on September 10, 2012, File No. 001-31553).
|
|
|
|
4.8
|
|
Sixth Supplemental Indenture (including the form of 5.300% note due 2043), dated as of September 9, 2013, between CME Group Inc. and U.S. Bank National Association (incorporated by reference to Exhibit 4.2 to CME Group Inc.'s Current Report on Form 8-K, filed with the SEC on September 9. 2013, File No. 001-31553).
|
|
|
|
4.9
|
|
Indenture (including the form of 4.40% note due 2018), dated March 18, 2010, between CME Group Index Services LLC, CME Group Inc. and U.S. Bank National Association (incorporated by reference to Exhibit 4.1 to CME Group Inc.’s Current Report on Form 8-K, filed with the SEC on March 23, 2010, File No. 001-31553).
|
|
|
|
10.
|
|
Material Contracts
|
|
|
|
10.1(1)
|
|
CME Group Inc. Amended and Restated Omnibus Stock Plan, amended and restated effective as of May 23, 2012 (incorporated by reference to Exhibit 10.1 to CME Group Inc.’s Form 8-K, filed with the SEC on May 29, 2012, File No. 001-31553); First Amendment to the Amended and Restated Omnibus Stock Plan, effective as of December 5, 2012 (incorporated by reference to Exhibit 10.1 to CME Group Inc.'s Form 10-K, filed with the SEC on February 28, 2013, File No. 001-31553).
|
|
|
|
10.2(1)
|
|
Form of Equity Grant Letter for Executive Officers (incorporated by reference to Exhibit 10.2 to CME Group Inc.'s Form 10-K, filed with the SEC on February 28, 2013, File No. 001-31553).
|
|
|
|
10.3(1)
|
|
Form of equity grant letter for performance based shares based on specific Company initiatives (incorporated by reference to Exhibit 10.7 to CME Group Inc.'s Form 10-Q, filed with the SEC on August 5, 2011, File No. 001-31553).
|
|
|
|
10.4(1)
|
|
Form of equity grant letter for annual grant of performance shares (incorporated by reference to Exhibit 10.4 to CME Group Inc.'s Form 10-K, filed with the SEC on February 28, 2013, File No. 001-31553).
|
|
|
|
Exhibit
Number
|
|
Description of Exhibit
|
10.5(1)
|
|
CME Group Inc. Director Stock Plan, amended and restated effective as of May 21, 2014 (incorporated by reference to Exhibit 10.1 to CME Group Inc.'s Current Report on Form 8-K, filed with the SEC on May 28, 2014, File No. 001-31553).
|
|
|
|
10.6(1)
|
|
Form of Equity Stipend Grant Letter for Non-Executive Directors (incorporated by reference to Exhibit 10.4 to CME Group Inc.'s Form 10-K, filed with the SEC on February 26, 2010, File No. 001-31553).
|
|
|
|
10.7(1)
|
|
CME Group Inc.'s Amended and Restated Employee Stock Purchase Plan, amended and restated as of May 23, 2012 (incorporated by reference to Exhibit 10.2 to CME Group Inc.'s Form 8-K, filed with the SEC on May 29, 2012, File No. 001-31553; First Amendment to the Amended and Restated Employee Stock Purchase Plan, effective as of December 5, 2012 (incorporated by reference to Exhibit 10.7 to CME Group Inc.'s Form 10-K, filed with the SEC on February 28, 2013, File No. 001-31553).
|
|
|
|
10.8(1)
|
|
Amended and Restated CBOT Holdings, Inc. 2005 Long-Term Equity Plan, amended and restated as of December 31, 2008 (incorporated by reference to Exhibit 10.6 to CME Group Inc.'s Form 10-K, filed with the SEC on March 2, 2009, File No. 001-31553).
|
|
|
|
10.9(1)
|
|
Amended and Restated NYMEX Holdings, Inc. 2006 Omnibus Long-Term Incentive Plan, amended and restated as of December 31, 2008 (incorporated by reference to Exhibit 10.7 to CME Group Inc.'s Form 10-K, filed with the SEC on March 2, 2009, File No. 001-31553).
|
|
|
|
10.10(1)
|
|
Chicago Mercantile Exchange Inc. Senior Management Supplemental Deferred Savings Plan (SMSDSP) consisting of the Grandfathered SMSDSP, amended and restated as of January 1, 2008, and the Amended and Restated 409A SMSDSP, amended and restated as of January 1, 2008 (incorporated by reference to Exhibit 10.7 to CME Group Inc.'s Form 10-K, filed with the SEC on February 28, 2008, File No. 000-33379).
|
|
|
|
10.11(1)
|
|
Amended and Restated Chicago Mercantile Exchange Inc. Directors' Deferred Compensation Plan, amended and restated as of January 1, 2009 (incorporated by reference to Exhibit 10.9 to CME Group Inc.'s Form 10-K, filed with the SEC on March 2, 2009, File No. 001-31553).
|
|
|
|
10.12(1)
|
|
Chicago Mercantile Exchange Inc. Supplemental Executive Retirement Plan consisting of the Grandfathered Supplemental Retirement Plan, amended and restated as of January 1, 2008, and the Amended and Restated 409A Supplemental Executive Retirement Plan, amended and restated as of January 1, 2008 (incorporated by reference to Exhibit 10.9 to CME Group Inc.'s Form 10-K, filed with the SEC on February 28, 2008, File No. 000-33379).
|
|
|
|
10.13(1)
|
|
Chicago Mercantile Exchange Inc. Supplemental Executive Retirement Trust; First Amendment thereto, dated September 7, 1993 (incorporated by reference to Exhibit 10.5 to Chicago Mercantile Exchange Inc.'s Form S-4, filed with the SEC on February 24, 2000, File No. 333-95561); Second Amendment to Chicago Mercantile Exchange Inc. Senior Management Supplemental Deferred Savings Plan, executed as of April 25, 2011 (incorporated by reference to Exhibit 10.4 to CME Group Inc.'s Form 10-Q, filed with the SEC on August 5, 2011, File No. 001-31553).
|
|
|
|
10.14(1)
|
|
Recognition and Retention Plan for Members of the COMEX Division of New York Mercantile Exchange (incorporated by reference to Exhibit 10.11 to NYMEX Holdings, Inc.'s Form 10-K, filed with the SEC on March 29, 2001, File No. 333-30332).
|
|
|
|
10.15(1)
|
|
Amended and Restated CME Group Inc. Incentive Plan for Named Executive Officers (Amended and Restated as of May 21, 2014) (incorporated by reference to Exhibit 10.2 to CME Group Inc.’s Form 8-K, filed with the SEC on May 28, 2014, File No. 001-31553).
|
|
|
|
10.16(1)*
|
|
CME Group Inc. Severance Plan for Eligible Executives, amended and restated effective January 1, 2013 (incorporated by reference to Exhibit 10.16 to CME Group Inc.'s Form 10-K, filed with the SEC on February 28, 2014, File No. 001-31553); First Amendment to CME Group Inc. Severance Plan for Eligible Executives, effective as of October 13, 2014.
|
|
|
|
10.17(1)*
|
|
CME Group Inc. Severance Plan, amended and restated effective January 1, 2013 (incorporated by reference to Exhibit 10.17 to CME Group Inc.'s Form 10-K, filed with the SEC on February 28, 2014, File No. 001-31553); First Amendment to the Amended and Restated CME Group Inc. Severance Plan, effective October 13, 2014.
|
|
|
|
10.18(1)
|
|
Amended Agreement, effective as of February 5, 2014, between CME Group Inc. and Terrence A. Duffy (incorporated by reference to Exhibit 10.1 to CME Group Inc.'s Form 8-K, filed with the SEC on February 11, 2014, File No. 001-31553).
|
|
|
|
10.19(1)
|
|
Amended Agreement, effective as of February 5, 2014, between CME Group Inc. and Phupinder S. Gill (incorporated by reference to Exhibit 10.2 to CME Group Inc.'s Form 8-K, filed with the SEC on February 11, 2014, File No. 001-31553).
|
|
|
|
Exhibit
Number
|
|
Description of Exhibit
|
10.20(1)
|
|
Consulting Agreement between Leo Melamed and CME Group Inc., dated June 26, 2009 (incorporated by reference to Exhibit 10.2 to CME Group Inc.'s Form 10-Q, filed with the SEC on August 6, 2009, File No. 001-31553).
|
|
|
|
10.21(1)
|
|
Consulting Agreement between Leo Melamed and Chicago Mercantile Exchange Holdings Inc., dated November 14, 2005 (incorporated by reference to Exhibit 10.28 to Chicago Mercantile Exchange Holdings Inc.'s Form 10-K filed with the SEC on March 6, 2006, File No. 000-33379); Amendment, dated as of June 21, 2012 (incorporated by reference to Exhibit 10.4 to CME Group Inc.'s Form 10-Q, filed with the SEC on August 8, 2012, File No. 001-31553).
|
|
|
|
10.22(1)
|
|
James E. Parisi Retention Agreement, made as of September 29, 2014 (incorporated by reference to Exhibit 10.1 to CME Group's Current Report on Form 8-K, filed with the SEC on October 3, 2014, File No. 001-31553).
|
|
|
|
10.23(2)
|
|
License Agreement, dated June 29, 2012, between Standard & Poor's Financial Services LLC and Chicago Mercantile Exchange Inc. (incorporated by reference to Exhibit 10.6 to CME Group Inc.'s Form 10-Q, filed with the SEC on August 8, 2012, File No. 001-31553).
|
|
|
|
10.24(2)
|
|
Amended and Restated Index License Agreement, between CME Group Index Services LLC and the Board of Trade of the City of Chicago, Inc., effective as of July 1, 2011 (incorporated by reference to Exhibit 10.5 to CME Group Inc.'s Form 10-Q, filed with the SEC on August 8, 2012, File No. 001-31553).
|
10.25(2)
|
|
License Agreement, effective as of October 9, 2003, between The Nasdaq Stock Market, Inc., a subsidiary of National Association of Securities Dealers, Inc., and Chicago Mercantile Exchange Inc. (incorporated by reference to Exhibit 10.9 to Chicago Mercantile Exchange Holdings Inc.'s Form 10-K, filed with the SEC on March 11, 2004, File No. 001-31553), Amendment, dated April 26, 2005 (incorporated by reference to Exhibit 10.1 to Chicago Mercantile Exchange Holdings Inc.'s Form 10-Q, filed with the SEC on August 4, 2005, File No. 001-31553); Amendment, dated June 22, 2005 (incorporated by reference to Exhibit 10.2 to Chicago Mercantile Exchange Holdings Inc.'s Form 10-Q, filed with the SEC on August 4, 2005, File No. 001-31553); Amendment, dated as of June 26, 2008 (incorporated by reference to Exhibit 10.1 to CME Group Inc.'s Form 10-Q, filed with the SEC on August 7, 2008, File No. 001-31553).
|
|
|
|
10.26
|
|
$1.5 Billion Credit Agreement, dated as of November 30, 2012, among CME Group Inc., certain financial institutions and other persons party thereto as lenders, and Bank of America, N.A., as administrative agent, Barclays Bank PLC, Citibank, N.A., UBS Securities LLC, and Wells Fargo Bank, National Association as co-syndication agents, and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Barclays Bank PLC, UBS Securities LLC, and Wells Fargo Securities, LLC as joint lead arrangers and joint book managers (incorporated by reference to Exhibit 10.2 to CME Group Inc.'s Form 8-K, filed with the SEC on December 5, 2012, File No. 001-31553); Amendment No. 1 to Credit Agreement and Joinder Agreement, dated as of November 30, 2012, including the Consolidated Form Credit Agreement as Annex A, among CME Group Inc., certain financial institutions and other persons party thereto as lenders, and Bank of America, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to CME Group Inc.'s Form 8-K, filed with the SEC on December 5, 2012, File No. 001-31553); Amendment No. 2 to Credit Agreement, dated as of November 8, 2013, among CME Group Inc, Bank of America, N.A., as administrative agent and each of the lenders which are parties thereto (incorporated by reference to Exhibit 10.26 to CME Group's Form 10-K, filed with the SEC on February 28, 2014, File No. 001-31553).
|
10.27
|
|
$250,000,000 Credit Agreement, dated as of November 30, 2012, among CME Group Inc., as borrower, and the lenders party thereto, and Bank of America, N.A., as administrative agent, Barclays Bank plc, Citibank, N.A., UBS Securities LLC, and Wells Fargo Bank, National Association, as co-syndication agents, and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Barclays Bank plc, UBS Securities LLC, and Wells Fargo Securities, LLC, as joint lead arrangers and joint book managers (incorporated by reference to Exhibit 10.2 to CME Group Inc.'s Form 8-K, filed with the SEC on December 5, 2012, File No. 001-31533).
|
|
|
|
10.28
|
|
364-Day Chicago Mercantile Exchange Credit Facility, dated as of November 6, 2014, between Chicago Mercantile Exchange Inc., certain lenders and Bank of America, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 to CME Group Inc.'s Form 8-K, filed with the SEC on November 13, 2014, File No. 001-31553).
|
|
|
|
10.29
|
|
Amended and Restated Commercial Paper Dealer Agreement, dated as of October 20, 2014, among CME Group Inc., as Issuer, and Barclays Capital Inc., as Dealer (incorporated by reference to Exhibit 4.1 above).
|
|
|
|
10.30
|
|
Amended and Restated Issuing and Paying Agency Agreement, dated as of September 26, 2014, between CME Group Inc. and Bank of America, National Association, as Issuing and Paying Agent (incororated by reference to Exhibit 4.2 above).
|
10.31
|
|
Amended and Restated Commercial Paper Dealer Agreement, dated as of October 20, 2014, between CME Group Inc., as Issuer, and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Dealer (incorporated by reference to Exhibit 4.3 above).
|
|
|
|
Exhibit
Number
|
|
Description of Exhibit
|
10.32
|
|
Amended and Restated Commercial Paper Dealer Agreement, dated as of October 20, 2014, between CME Group Inc., as Issuer, and Goldman, Sachs & Co., as Dealer (incorporated by reference to Exhibit 4.4 above).
|
12.1*
|
|
Ratio of Earnings to Fixed Charges.
|
|
|
|
21.1*
|
|
List of Subsidiaries of CME Group Inc.
|
|
|
|
23.1*
|
|
Consent of Ernst & Young LLP.
|
|
|
|
31.1*
|
|
Section 302—Certification of Phupinder S. Gill.
|
|
|
|
31.2*
|
|
Section 302—Certification of John W. Pietrowicz.
|
|
|
|
32.1*
|
|
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
101.INS*
|
|
XBRL Instance Document
|
|
|
|
101.SCH*
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
101.CAL*
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
101.DEF*
|
|
XBRL Taxonomy Extension Definition Linkbase
|
|
|
|
101.LAB*
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
101.PRE*
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
*
|
Filed herewith.
|
(1)
|
Management contract or compensatory plan or arrangement.
|
(2)
|
Confidential treatment pursuant to Rule 406 of the Securities Act has been previously granted by the SEC for portions of this exhibit.
|
|
CME Group Inc.
|
||
|
|
|
|
|
By:
|
|
/
S
/ J
OHN
W. P
IETROWICZ
|
|
|
|
John W. Pietrowicz
Senior Managing Director and Chief Financial Officer
|
Signature
|
|
Title
|
|
|
|
/
S
/ TERRENCE A. DUFFY
|
|
Executive Chairman of the Board and Director & President
|
Terrence A. Duffy
|
|
|
|
|
|
/
S
/ PHUPINDER S. GILL
|
|
Chief Executive Officer and Director
|
Phupinder S. Gill
|
|
|
|
|
|
/
S
/ JOHN W. PIETROWICZ
|
|
Senior Managing Director and Chief Financial Officer
|
John W. Pietrowicz
|
|
|
|
|
|
/
S
/ JILL A. HARLEY
|
|
Managing Director and Chief Accounting Officer
|
Jill A. Harley
|
|
|
|
|
|
/
S
/ LEO MELAMED
|
|
Chairman Emeritus and Director
|
Leo Melamed
|
|
|
|
|
|
/
S
/ JEFFREY M. BERNACCHI
|
|
Director
|
Jeffrey M. Bernacchi
|
|
|
|
|
|
/
S
/ TIMOTHY S. BITSBERGER
|
|
Director
|
Timothy S. Bitsberger
|
|
|
|
|
|
/
S
/ DENNIS H. CHOOKASZIAN
|
|
Director
|
Dennis H. Chookaszian
|
|
|
|
|
|
/
S
/ MARTIN J. GEPSMAN
|
|
Director
|
Martin J. Gepsman
|
|
|
|
|
|
/
S
/ LARRY G. GERDES
|
|
Director
|
Larry G. Gerdes
|
|
|
|
|
|
/
S
/ DANIEL R. GLICKMAN
|
|
Lead Director
|
Daniel R. Glickman
|
|
|
/
S
/ J. DENNIS HASTERT
|
|
Director
|
J. Dennis Hastert
|
|
|
|
|
|
/
S
/ BRUCE F. JOHNSON
|
|
Director
|
Bruce F. Johnson
|
|
|
|
|
|
/
S
/ WILLIAM P. MILLER II
|
|
Director
|
William P. Miller II
|
|
|
|
|
|
/
S
/ JAMES E. OLIFF
|
|
Director
|
James E. Oliff
|
|
|
|
|
|
/
S
/ RONALD A. PANKAU
|
|
Director
|
Ronald A. Pankau
|
|
|
|
|
|
/
S
/ EDEMIR PINTO
|
|
Director
|
Edemir Pinto
|
|
|
|
|
|
/
S
/ JOHN F. SANDNER
|
|
Director
|
John F. Sandner
|
|
|
|
|
|
/S/ TERRY L. SAVAGE
|
|
Director
|
Terry L. Savage
|
|
|
|
|
|
/
S
/ WILLIAM R. SHEPARD
|
|
Director
|
William R. Shepard
|
|
|
|
|
|
/
S
/ HOWARD J. SIEGEL
|
|
Director
|
Howard J. Siegel
|
|
|
|
|
|
/
S
/ DENNIS A. SUSKIND
|
|
Director
|
Dennis A. Suskind
|
|
|
|
|
|
/
S
/ DAVID J. WESCOTT
|
|
Director
|
David J. Wescott
|
|
|
|
|
|
/
S
/ STEVEN E. WOLLACK
|
|
Director
|
Steven E. Wollack
|
|
|
1.
|
Offers, Sales and Resales of Notes.
|
1.1
|
While (i) the Issuer has and shall have no obligation to sell the Notes to the Dealer or to permit the Dealer to arrange any sale of the Notes for the account of the Issuer, and (ii) the Dealer has and shall have no obligation to purchase the Notes from the Issuer or to arrange any sale of the Notes for the account of the Issuer, the parties hereto agree that in any case where the Dealer purchases Notes from the Issuer, or arranges for the sale of Notes by the Issuer, such Notes will be purchased or sold by the Dealer in reliance on the representations, warranties, covenants and agreements of the Issuer contained herein or made pursuant hereto and on the terms and conditions and in the manner provided herein.
|
1.2
|
So long as this Agreement shall remain in effect, and in addition to the limitations contained in Section 1.7 hereof, the Issuer shall not, without the consent of the Dealer, offer, solicit or accept offers to purchase, or sell, any Notes except (a) in transactions with one or more dealers which may from time to time after the date hereof become dealers with respect to the Notes by executing with the Issuer one or more agreements which contain provisions substantially identical to those contained in Section 1 of this Agreement, of which the Issuer hereby undertakes to provide the Dealer prompt notice or (b) in transactions with the other dealers listed on the Addendum hereto, which are executing agreements with the Issuer which contain provisions substantially identical to Section 1 of this Agreement contemporaneously herewith. In no event shall the Issuer offer, solicit or accept offers to purchase, or sell, any Notes directly on its own behalf in transactions with persons other than broker-dealers as specifically permitted in this Section 1.2.
|
1.3
|
The Notes shall be in a minimum denomination of $250,000 or integral multiples of $1,000 in excess thereof, will bear such interest rates, if interest bearing, or will be sold at such discount from their face amounts, as shall be agreed upon by the Dealer and the Issuer, shall have a maturity not exceeding 397 days from the date of issuance and may have such terms as are specified in Exhibit C hereto or the Private Placement Memorandum. The Notes shall not contain any provision for extension, renewal or automatic “rollover.”
|
1.4
|
The authentication and issuance of, and payment for, the Notes shall be effected in accordance with the Issuing and Paying Agency Agreement, and the Notes shall be either individual
|
1.5
|
If the Issuer and the Dealer shall agree on the terms of the purchase of any Note by the Dealer or the sale of any Note arranged by the Dealer (including, but not limited to, agreement with respect to the date of issue, purchase price, principal amount, maturity and interest rate or interest rate index and margin (in the case of interest-bearing Notes) or discount thereof (in the case of Notes issued on a discount basis), and appropriate compensation for the Dealer’s services hereunder) pursuant to this Agreement, the Issuer shall cause such Note to be issued and delivered in accordance with the terms of the Issuing and Paying Agency Agreement and payment for such Note shall be made by the purchaser thereof, either directly or through the Dealer, to the Issuing and Paying Agent, for the account of the Issuer. Except as otherwise agreed, in the event that the Dealer is acting as an agent of the Issuer and a purchaser shall either fail to accept delivery of or make payment for a Note on the date fixed for settlement, the Dealer shall promptly notify the Issuer, and if the Dealer has theretofore paid the Issuer for the Note, the Issuer will promptly return such funds to the Dealer against its return of the Note to the Issuer, in the case of a certificated Note, and upon notice of such failure in the case of a book-entry Note. If such failure occurred for any reason other than default by the Dealer, the Issuer shall reimburse the Dealer on an equitable basis for the Dealer’s loss of the use of such funds for the period such funds were credited to the Issuer’s account.
|
1.6
|
The Dealer and the Issuer hereby establish and agree to observe the following procedures in connection with offers, sales and subsequent resales or other transfers of the Notes:
|
(a)
|
Offers and sales of the Notes by or through the Dealer shall be made by the Dealer only to: (i) investors reasonably believed by the Dealer to be Qualified Institutional Buyers or Institutional Accredited Investors and (ii) non-bank fiduciaries or agents that will be purchasing Notes for one or more accounts, each of which is reasonably believed by the Dealer to be an Institutional Accredited Investor.
|
(b)
|
Resales and other transfers of the Notes by the holders thereof shall be made only in accordance with the restrictions in the legend described in clause (e) below.
|
(c)
|
No general solicitation or general advertising shall be used in connection with the offering of the Notes. Without limiting the generality of the foregoing, the Issuer shall not issue any press release or place or publish any “tombstone” or other advertisement relating to the Notes without promptly providing notice to the Dealer. The Dealer shall not issue any press release or publish any “tombstone” or other advertisement relating to the Notes without the prior written consent of the Issuer.
|
(d)
|
No sale of Notes to any one purchaser shall be for less than $250,000 principal or face amount, and no Note shall be issued in a smaller principal or face amount. If the purchaser is a non-bank fiduciary acting on behalf of others, each person for whom such purchaser is acting must purchase at least $250,000 principal or face amount of Notes.
|
(e)
|
Offers and sales of the Notes by the Issuer through the Dealer acting as agent for the Issuer shall be subject to the restrictions described in the legend appearing on Exhibit A hereto. A legend substantially to the effect of such Exhibit A shall appear as part of the Private Placement Memorandum used in connection with offers and sales of Notes hereunder, as well as on each individual certificate representing a Note and each Master Note representing book-entry Notes offered and sold pursuant to this Agreement.
|
(f)
|
The Dealer shall furnish or shall have furnished to each purchaser of Notes for which it has acted as the Dealer a copy of the then-current Private Placement Memorandum unless such purchaser has previously received a copy of the Private Placement Memorandum as then in effect. The Private Placement Memorandum shall expressly state that any person to whom Notes are offered shall have an opportunity to ask questions of, and receive information from, the Issuer and the Dealer and shall provide the names, addresses and telephone numbers of the persons from whom information regarding the Issuer may be obtained.
|
(g)
|
The Issuer agrees, for the benefit of the Dealer and each of the holders and prospective purchasers from time to time of the Notes that, if at any time the Issuer shall not be subject to Section 13 or 15(d) of the Exchange Act, the Issuer will furnish, upon request and at its expense, to the Dealer and to holders and prospective purchasers of Notes information required by Rule 144A(d)(4)(i) in compliance with Rule 144A(d).
|
(h)
|
In the event that any Note offered or to be offered by the Dealer would be ineligible for resale under Rule 144A, the Issuer shall immediately notify the Dealer (by telephone, confirmed in writing) of such fact and shall promptly prepare and deliver to the Dealer an amendment or supplement to the Private Placement Memorandum describing the Notes that are ineligible, the reason for such ineligibility and any other relevant information relating thereto.
|
(i)
|
Dealer hereby agrees with the Issuer not to offer or sell any Notes in a manner that might call into question the availability of the private offering exemption contained in Section 4(a)(2) of the Securities Act and Rule 144A thereunder.
|
1.7
|
The Issuer hereby represents and warrants to the Dealer, in connection with offers, sales and resales of Notes, as follows:
|
(a)
|
The Issuer hereby confirms to the Dealer that within the preceding six months, neither the Issuer nor any person other than the Dealer or the other dealers referred to in Section 1.2 hereof acting on behalf of the Issuer has offered or sold any Notes, or any substantially similar security of the Issuer (including, without limitation, medium-term notes issued by the Issuer), to, or solicited offers to buy any such security from, any person other than the Dealer or the other dealers referred to in Section 1.2 hereof. The Issuer also agrees that (except as permitted by Section 1.6(i)), as long as the Notes are being offered for sale by the Dealer and the other dealers referred to in Section 1.2 hereof as contemplated hereby and until at least six months after the offer of Notes hereunder has been terminated, neither the Issuer nor any person other than the Dealer or the other dealers referred to in Section 1.2 hereof (except as contemplated by Section 1.2 hereof) will offer the Notes or any substantially similar security of the Issuer for sale to, or solicit offers to buy any such security from, any person other than
|
(b)
|
Except with previous notification to the Dealer, the Issuer represents and agrees that the proceeds of the sale of the Notes are not currently contemplated to be used for the purpose of buying, carrying or trading securities within the meaning of Regulation T and the interpretations thereunder by the Board of Governors of the Federal Reserve System. The Issuer will use the net proceeds from the sale of the Notes to fund the tender offer for certain shares of the Issuer's common stock, fees and expenses relating to the tender offer and to the Issuer's merger with CBOT Holdings Inc. and for other general corporation purposes. Except as set forth in the preceding sentence, in the event that the Issuer determines to use such proceeds for the purpose of buying, carrying or trading securities, whether in connection with an acquisition of another company or otherwise, the Issuer shall give the Dealer at least five business days’ prior written notice to that effect. The Issuer shall also give the Dealer prompt notice of the actual date that it commences to purchase such securities with the proceeds of the Notes. Thereafter, in the event that the Dealer purchases Notes as principal and does not resell such Notes on the day of such purchase, to the extent necessary to comply with Regulation T and the interpretations thereunder, the Dealer will sell such Notes either (i) only to offerees it reasonably believes to be Qualified Institutional Buyers or to Qualified Institutional Buyers it reasonably believes are acting for other Qualified Institutional Buyers, in each case in accordance with Rule 144A or (ii) in a manner which would not cause a violation of Regulation T and the interpretations thereunder.
|
1.8
|
The Dealer hereby agrees with the Issuer that the Dealer will not offer or sell any Notes in a manner that contradicts, in any material respect, the Issuer Information.
|
2.
|
Representations and Warranties of Issuer.
|
2.1
|
The Issuer is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all the requisite power and authority to execute, deliver and perform its obligations under the Notes, this Agreement and the Issuing and Paying Agency Agreement.
|
2.2
|
This Agreement and the Issuing and Paying Agency Agreement have been duly authorized, executed and delivered by the Issuer and constitute legal, valid and binding obligations of the Issuer enforceable against the Issuer in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, and subject, as to
|
2.3
|
The Notes have been duly authorized, and when issued as provided in the Issuing and Paying Agency Agreement, will be duly and validly issued and will constitute legal, valid and binding obligations of the Issuer enforceable against the Issuer in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).
|
2.4
|
The offer and sale of the Notes in the manner contemplated hereby do not require registration of the Notes under the Securities Act, pursuant to the exemption from registration contained in Section 4(a)(2) thereof, and no indenture in respect of the Notes is required to be qualified under the Trust Indenture Act of 1939, as amended.
|
2.5
|
The Notes will rank at least pari passu with all other unsecured and unsubordinated indebtedness of the Issuer.
|
2.6
|
No consent or action of, or filing or registration with, any governmental or public regulatory body or authority, including the SEC, is required to authorize, or is otherwise required in connection with the execution, delivery or performance of, this Agreement, the Notes or the Issuing and Paying Agency Agreement, except as may be required by the securities or Blue Sky laws of the various states in connection with the offer and sale of the Notes.
|
2.7
|
Neither the execution and delivery of this Agreement and the Issuing and Paying Agency Agreement, nor the issuance of the Notes in accordance with the Issuing and Paying Agency Agreement, nor the fulfillment of or compliance with the terms and provisions hereof or thereof by the Issuer, will (i) result in the creation or imposition of any mortgage, lien, charge or encumbrance of any nature whatsoever upon any of the properties or assets of the Issuer, or (ii) violate or result in a breach or a default under any of the terms of the Issuer’s charter documents or by-laws, any contract or instrument to which the Issuer is a party or by which it or its property is bound, or any law or regulation, or any order, writ, injunction or decree of any court or government instrumentality, to which the Issuer is subject or by which it or its property is bound, which breach or default might have a material adverse effect on the ability of the Issuer to perform its obligations under this Agreement, the Notes or the Issuing and Paying Agency Agreement.
|
2.8
|
There is no litigation or governmental proceeding pending, or to the knowledge of the Issuer threatened, against or affecting the Issuer or any of its subsidiaries which might result in a material adverse change in the ability of the Issuer to perform its obligations under this Agreement, the Notes or the Issuing and Paying Agency Agreement.
|
2.9
|
The Issuer is not an “investment company” within the meaning of the Investment Company Act of 1940, as amended.
|
2.10
|
Neither the Private Placement Memorandum nor the Issuer Information contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or
|
2.11
|
Each (a) issuance of Notes by the Issuer hereunder and (b) amendment or supplement of the Private Placement Memorandum shall be deemed a representation and warranty by the Issuer to the Dealer, as of the date thereof, that, both before and after giving effect to such issuance and after giving effect to such amendment or supplement, (i) the representations and warranties given by the Issuer set forth in this Section 2 remain true and correct on and as of such date as if made on and as of such date, (ii) in the case of an issuance of Notes, the Notes being issued on such date have been duly and validly issued and constitute legal, valid and binding obligations of the Issuer, enforceable against the Issuer in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law), (iii) in the case of an issuance of Notes, since the date of the most recent Private Placement Memorandum, there has been no material adverse change in the condition (financial or otherwise) or operations of the Issuer which has not been disclosed to the Dealer in writing and (iv) the Issuer is not in default of any of its obligations hereunder, under the Notes or the Issuing and Paying Agency Agreement.
|
3.
|
Covenants and Agreements of Issuer.
|
3.1
|
The Issuer will give the Dealer prompt notice (but in any event prior to any subsequent issuance of Notes hereunder) of any amendment to, modification of or waiver with respect to, the Notes or the Issuing and Paying Agency Agreement, including a complete copy of any such amendment, modification or waiver.
|
3.2
|
The Issuer shall, whenever there shall occur any change in the Issuer’s condition (financial or otherwise) or operations or any development or occurrence in relation to the Issuer that would have a material adverse effect on the holders of the Notes or on potential holders of the Notes, promptly, and in any event prior to any subsequent issuance of Notes hereunder, notify the Dealer (by telephone, confirmed in writing) of such change, development or occurrence.
|
3.3
|
The Issuer shall from time to time furnish to the Dealer such public information as the Dealer may reasonably request regarding (i) the Issuer’s operations and financial condition, (ii) the due authorization and execution of the Notes and (iii) the Issuer’s ability to pay the Notes as they mature.
|
3.4
|
The Issuer will take all such action as the Dealer may reasonably request to ensure that each offer and each sale of the Notes will comply with any applicable state Blue Sky laws; provided, however, that the Issuer shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation in any jurisdiction in which it is not so qualified or subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.
|
3.5
|
The Issuer will not be in default of any of its obligations hereunder, under the Notes or under the Issuing and Paying Agency Agreement, at any time that any of the Notes are outstanding.
|
3.6
|
The Issuer shall not issue Notes hereunder until the Dealer shall have received (a) an opinion of counsel to the Issuer, addressed to the Dealer, reasonably satisfactory in form and substance to the Dealer, (b) a copy of the executed Issuing and Paying Agency Agreement as then in effect, (c) a copy of resolutions adopted by the Board of Directors of the Issuer, reasonably satisfactory in form and substance to the Dealer and certified by the Secretary or similar officer of the Issuer, authorizing execution and delivery by the Issuer of this Agreement, the Issuing and Paying Agency Agreement and the Notes and consummation by the Issuer of the transactions contemplated hereby and thereby, (d) prior to the issuance of any book-entry Notes represented by a master note registered in the name of DTC or its nominee, a copy of the executed Letter of Representations among the Issuer, the Issuing and Paying Agent and DTC and of the executed master note, (e) prior to the issuance of any Notes in physical form, a copy of such form (unless attached to this Agreement or the Issuing and Paying Agency Agreement), (f) confirmation of the then current rating assigned to the Notes by each nationally recognized statistical rating organization then rating the Notes, and (g) such other certificates, opinions, letters and documents as the Dealer shall have reasonably requested.
|
3.7
|
The Issuer shall reimburse the Dealer for all of the Dealer’s reasonable out-of-pocket expenses related to this Agreement, including expenses incurred in connection with its preparation and negotiation, and the transactions contemplated hereby (including, but not limited to, the printing and distribution of the Private Placement Memorandum), and, if applicable, for the reasonable fees and out-of-pocket expenses of the Dealer’s counsel.
|
3.8
|
The Issuer and the Dealer agree that the Issuer may, in accordance with the terms of this Section 3.8, from time to time replace the party which is then acting as Issuing and Paying Agent (the “Current Issuing and Paying Agent”) with another party (such other party, the “Replacement Issuing and Paying Agent”), and enter into an agreement with the Replacement Issuing and Paying Agent covering the provision of issuing and paying agency functions in respect of the Notes by the Replacement Issuing and Paying Agent (the “Replacement Issuing and Paying Agency Agreement”) (any such replacement, a “Replacement”).
|
(a)
|
From and after the effective date of any Replacement, except to the extent that the Issuing and Paying Agency Agreement provides that the Current Issuing and Paying Agent will continue to act in respect of Notes outstanding as of the effective date of such Replacement, the “Issuing and Paying Agent” for the Notes shall be deemed to be the Replacement Issuing and Paying Agent, all references to the “Issuing and Paying Agent” hereunder shall be deemed to refer to the Replacement Issuing and Paying Agent, and all references to the “Issuing and Paying Agency Agreement” hereunder shall be deemed to refer to the Replacement Issuing and Paying Agency Agreement.
|
(b)
|
From and after the effective date of any Replacement, the Issuer shall not issue any Notes hereunder unless and until the Dealer shall have received: (i) a copy of the executed Replacement Issuing and Paying Agency Agreement, (ii) a copy of the executed Letter of Representations among the Issuer, the Replacement Issuing and Paying Agent and DTC, (iii) a copy of the executed Master Note authenticated by the Replacement Issuing and Paying Agent and registered in the name of DTC or its nominee, (iv) an amendment or supplement to the Private Placement Memorandum describing the Replacement Issuing
|
4.
|
Disclosure.
|
4.1
|
The Private Placement Memorandum and its contents (other than the Dealer Information) shall be the sole responsibility of the Issuer. The Private Placement Memorandum shall contain a statement expressly offering an opportunity for each prospective purchaser to ask questions of, and receive answers from, the Issuer concerning the offering of Notes and to obtain relevant additional information which the Issuer possesses or can acquire without unreasonable effort or expense.
|
4.2
|
The Issuer agrees to promptly furnish the Dealer the Issuer Information as it becomes available.
|
4.3
|
(a) The Issuer further agrees to notify the Dealer promptly upon the occurrence of any event relating to or affecting the Issuer that would cause the Issuer Information then in existence to include an untrue statement of a material fact or to omit to state a material fact necessary in order to make the statements contained therein, in light of the circumstances under which they are made, not misleading. The Dealer agrees that, upon such notification, all solicitations and sales of Notes shall be suspended.
|
5.1
|
The Issuer will indemnify and hold harmless the Dealer, each individual, corporation, partnership, trust, association or other entity controlling the Dealer, any affiliate of the Dealer or any such controlling entity and their respective directors, officers, employees, partners, incorporators, shareholders, servants, trustees and agents (hereinafter the “Barclays Indemnitees”) against any and all liabilities, penalties, suits, causes of action, losses, damages, claims, costs and expenses (including, without limitation, reasonable fees and disbursements of counsel) or judgments of whatever kind or nature (each a “Claim”), imposed upon, incurred by or asserted against the Barclays Indemnitees arising out of or based upon (i) any allegation that the Private Placement Memorandum, the Issuer Information or any other written information provided by the Issuer to the Dealer included (as of any relevant time) or includes an untrue statement of a material fact or omitted (as of any relevant time) or omits to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading or (ii) arising out of or based upon the breach by the Issuer of any agreement, covenant or representation made in or pursuant to this Agreement which has a material adverse effect on the Dealer or on the holders of the Notes; provided that this indemnification shall not apply to the extent that the Claim arises out of or is based upon Dealer Information. For the avoidance of doubt, it is agreed that Dealer Information consists of the logo of the Dealer and the contact information to obtain additional information, in each case as provided in the Private Placement Memorandum. Notwithstanding the foregoing, it is agreed that the obligations of the Issuer under this Section 5 shall not extend to the Dealer’s gross negligence or willful misconduct in the performance of its obligations under this Agreement.
|
5.2
|
The Dealer will indemnify and hold harmless the Issuer, each individual, corporation, partnership, trust, association or other entity controlling the Issuer, any affiliate of the Issuer or any such controlling entity and their respective directors, officers, employees, partners, incorporators, shareholders, servants, trustees and agents (hereinafter the “Issuer Indemnitees” against any Claim imposed upon, incurred by or asserted against the Issuer Indemnitees arising out of or based upon any allegation that the Dealer Information included (as of any relevant time) or includes an untrue statement of a material fact or omitted (as of any relevant time) or omits to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
|
5.3
|
Provisions relating to claims made for indemnification under this Section 5 are set forth on Exhibit B to this Agreement.
|
5.4
|
In order to provide for just and equitable contribution in circumstances in which the indemnification provided for in this Section 5 is held to be unavailable or insufficient to hold harmless the Indemnitees in respect of any Claim (although otherwise applicable in accordance with the terms of this Section 5), the Barclays Indemnitees on the one hand, and any Issuer Indemnitees, on the other hand, sought to be charged with any liability shall contribute to the aggregate costs in connection with any Claim in the proportion of their respective economic interests; provided, however, that such contribution by the Issuer shall be in an amount such that the aggregate costs incurred by the Dealer do not exceed the aggregate of the commissions and fees earned by the Dealer hereunder with respect to the issue or issues of Notes to which such
|
6.1
|
“Claim” shall have the meaning set forth in Section 5.1.
|
6.2
|
“Dealer Information” shall mean material concerning the Dealer provided by the Dealer in writing expressly for inclusion in the Private Placement Memorandum.
|
6.3
|
“Exchange Act” shall mean the U.S. Securities Exchange Act of 1934, as amended.
|
6.4
|
“Indemnitee” shall mean a Barclays Indemnitee or an Issuer Indemnitee.
|
6.5
|
“Institutional Accredited Investor” shall mean an institutional investor that is an accredited investor within the meaning of Rule 501 under the Securities Act and that has such knowledge and experience in financial and business matters that it is capable of evaluating and bearing the economic risk of an investment in the Notes, including, but not limited to, a bank, as defined in Section 3(a)(2) of the Securities Act, or a savings and loan association or other institution, as defined in Section 3(a)(5)(A) of the Securities Act, whether acting in its individual or fiduciary capacity.
|
6.6
|
“Issuer Indemnitees” shall have the meaning set forth in Section 5.2.
|
6.7
|
“Issuer Information” at any given time shall mean the Private Placement Memorandum together with, to the extent applicable, (i) the Issuer’s most recent report on Form 10-K filed with the SEC and each report on Form 10-Q or 8-K filed by the Issuer with the SEC since the most recent Form 10-K, (ii) the Issuer’s most recent annual audited financial statements and each interim financial statement or report prepared subsequent thereto, if not included in item (i) above, (iii) the Issuer’s and its affiliates’ other publicly available recent reports, including, but not limited to, any publicly available filings or reports provided to their respective shareholders, (iv) any other information or disclosure prepared pursuant to Section 4.3 hereof and (v) any information prepared or approved in writing by the Issuer for dissemination to investors or potential investors in the Notes.
|
6.8
|
“Issuing and Paying Agency Agreement” shall mean the issuing and paying agency agreement, dated as of September 26, 2014, between the Issuer and Bank of America, National Association, as the issuing and paying agent, as such agreement may be amended or supplemented from time to time., or any Replacement Issuing and Paying Agency Agreement entered into pursuant to Section 3.8 hereof..
|
6.9
|
“Issuing and Paying Agent” shall mean the party designated as such under the Issuing and Paying Agency Agreement, or any successor thereto in accordance with the Issuing and Paying Agency Agreement, or any Replacement Issuing and Paying Agent.
|
6.10
|
“Barclays Indemnitees” shall have the meaning set forth in Section 5.1.
|
6.11
|
“Non-bank fiduciary or agent” shall mean a fiduciary or agent other than (a) a bank, as defined in Section 3(a)(2) of the Securities Act, or (b) a savings and loan association, as defined in Section 3(a)(5)(A) of the Securities Act.
|
6.12
|
“Private Placement Memorandum” shall mean offering materials prepared in accordance with Section 4 (including materials referred to therein or incorporated by reference therein, if any) provided to purchasers and prospective purchasers of the Notes, and shall include amendments and supplements thereto which may be prepared from time to time in accordance with this Agreement (other than any amendment or supplement that has been completely superseded by a later amendment or supplement).
|
6.13
|
“Qualified Institutional Buyer” shall have the meaning assigned to that term in Rule 144A under the Securities Act.
|
6.14
|
“Rule 144A” shall mean Rule 144A under the Securities Act.
|
6.15
|
“SEC” shall mean the U.S. Securities and Exchange Commission.
|
6.16
|
“Securities Act” shall mean the U.S. Securities Act of 1933, as amended.
|
7.1
|
Unless otherwise expressly provided herein, all notices under this Agreement to parties hereto shall be in writing and shall be effective when received at the address of the respective party set forth in the Addendum to this Agreement.
|
7.2
|
This Agreement shall be governed by and construed in accordance with the laws of the State of New York.
|
7.3
|
(a) The Issuer agrees that any suit, action or proceeding brought by the Issuer against the Dealer in connection with or arising out of this Agreement or the Notes or the offer and sale of the Notes shall be brought solely in the United States federal courts located in the Borough of Manhattan or the courts of the State of New York located in the Borough of Manhattan. EACH OF THE DEALER AND THE ISSUER WAIVES ITS RIGHT TO TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
|
7.4
|
This Agreement may be terminated, at any time, by the Issuer, upon one business day’s prior notice to such effect to the Dealer, or by the Dealer upon one business day’s prior notice to such effect to the Issuer. Any such termination, however, shall not affect the obligations of the Issuer under Sections 3.7, 4.3, 5 and 7.3 hereof or the respective representations, warranties, agreements, covenants, rights or responsibilities of the parties made or arising prior to the termination of this Agreement.
|
7.5
|
This Agreement is not assignable by either party hereto without the written consent of the other party; provided, however, that the Dealer may assign its rights and obligations under this Agreement to any affiliate of the Dealer with the consent of the Issuer (which consent shall not be unreasonably withheld).
|
7.6
|
This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.
|
7.7
|
This Agreement is for the exclusive benefit of the parties hereto, and their respective permitted successors and assigns hereunder, and shall not be deemed to give any legal or equitable right, remedy or claim to any other person whatsoever.
|
7.8
|
The Issuer acknowledges and agrees that in connection with this purchase and sale of the Notes or any other services the Dealer may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Dealer: (i) no fiduciary or agency relationship between the Issuer and any other person, on the one hand, and the Dealer, on the other, exists; (ii) the Dealer is not acting as advisor, expert or otherwise, to the Issuer, including, without limitation, with respect to the determination of the offering price of the Notes, and such relationship between the Issuer, on the one hand, and the Dealer, on the other, is entirely and solely commercial, based on arms-length negotiations; (iii) any duties and obligations that the Dealer may have to the Issuer shall be limited to those duties and obligations specifically stated herein; and (iv) the Dealer and their respective affiliates may have interests that differ from those of the Issuer. The Issuer hereby waives any claims that the Issuer may have against the Dealer with respect to any breach of fiduciary duty in connection with the purchase and sale of the Notes.
|
CME Group Inc.
,
as
Issuer
|
Barclays Capital Inc.,
as Dealer
|
By:
/s/ James A. Pribel
|
By:
/s/ Christopher R. Conetta
|
Name:
James A. Pribel
|
Name:
Christopher R. Connetta
|
Title:
Executive Director & Treasurer
|
Title:
Managing Director
|
1.
|
The other dealers referred to in clause (b) of Section 1.2 of the Agreement are Goldman, Sachs & Co. and Merrill Lynch, Pierce, Fenner & Smith Incorporated. The addresses of the respective parties for purposes of notices under Section 7.1 are as follows:
|
2.
|
The addresses of the respective parties for purposes of notices under Section 7.1 are as follows:
|
(a)
|
The Issuer agrees to reimburse each Barclays Indemnitee for all reasonable expenses (including reasonable fees and disbursements of external counsel) as they are incurred by it in connection with investigating or defending any loss, claim, damage, liability or action in respect of which indemnification may be sought under Section 5.1 of the Agreement (whether or not it is a party to any such proceedings).
|
(b)
|
Promptly after receipt by a Barclays Indemnitee of notice of the existence of a Claim arising under Section 5.1 of the Agreement, such Barclays Indemnitee will, if a claim in respect thereof is to be made against the Issuer, notify the Issuer in writing of the existence thereof; provided that (i) the omission so to notify the Issuer will not relieve the Issuer from any liability which it may have hereunder unless and except to the extent it did not otherwise learn of such Claim and such failure results in the forfeiture by the Issuer of substantial rights and defenses, and (ii) the omission so to notify the Issuer will not relieve it from liability which it may have to a Barclays Indemnitee otherwise than on account of this indemnity agreement. In case any such Claim is made against any Barclays Indemnitee and it notifies the Issuer of the existence thereof, the Issuer will be entitled to participate therein, and to the extent that it may elect by written notice delivered to the Barclays Indemnitee, to assume the defense thereof, with counsel reasonably satisfactory to such Barclays Indemnitee; provided that if the defendants in any such Claim include both the Barclays Indemnitee and the Issuer, and the Barclays Indemnitee shall have concluded that there may be legal defenses available to it which are different from or additional to those available to the Issuer, the Issuer shall not have the right to direct the defense of such Claim on behalf of such Barclays Indemnitee, and the Barclays Indemnitee shall have the right to select separate counsel to assert such legal defenses on behalf of such Barclays Indemnitee. Upon receipt of notice from the Issuer to such Barclays Indemnitee of the Issuer’s election so to assume the defense of such Claim and approval by the Barclays Indemnitee of counsel, the Issuer will not be liable to such Barclays Indemnitee for expenses incurred thereafter by the Barclays Indemnitee in connection with the defense thereof (other than reasonable costs of investigation) unless (i) the Barclays Indemnitee shall have employed separate counsel in connection with the assertion of legal defenses in accordance with the proviso to the next preceding sentence (it being understood, however, that the Issuer shall not be liable for the expenses of more than one separate counsel (in addition to any local counsel in the jurisdiction in which any Claim is brought), approved by the Dealer, representing the Barclays Indemnitee who is party to such Claim), (ii) the Issuer shall not have employed counsel reasonably satisfactory to the Barclays Indemnitee to represent the Barclays Indemnitee within a reasonable time after notice of existence of the Claim or (iii) the Issuer has authorized in writing the employment of counsel for the Barclays Indemnitee. The indemnity, reimbursement and contribution obligations of the Issuer hereunder shall be in addition to any other liability the Issuer may otherwise have to a Barclays Indemnitee and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Issuer and any Indemnitee. The Issuer agrees that without the Dealer’s prior written consent, it will not settle, compromise or consent to the entry of any judgment in any Claim in respect of which indemnification may be sought under the indemnification provision of the Agreement (whether or not the Dealer or any other Indemnitee is an actual or potential party to such Claim), unless such
|
(c)
|
The Dealer agrees to reimburse each Issuer Indemnitee for all reasonable expenses (including reasonable fees and disbursements of external counsel) as they are incurred by it in connection with investigating or defending any loss, claim, damage, liability or action in respect of which indemnification may be sought under Section 5.2 of the Agreement (whether or not it is a party to any such proceedings).
|
(d)
|
Promptly after receipt by an Issuer Indemnitee of notice of the existence of a Claim arising under Section 5.2 of the Agreement, such Issuer Indemnitee will, if a claim in respect thereof is to be made against the Dealer, notify the Dealer in writing of the existence thereof; provided that (i) the omission so to notify the Dealer will not relieve the Dealer from any liability which it may have hereunder unless and except to the extent it did not otherwise learn of such Claim and such failure results in the forfeiture by the Dealer of any of its rights and defenses that it reasonably deems to be material, and (ii) the omission so to notify the Dealer will not relieve it from liability which it may have to an Issuer Indemnitee otherwise than on account of this indemnity agreement. In case any such Claim is made against any Issuer Indemnitee and it notifies the Dealer of the existence thereof, the Dealer will be entitled to participate therein, and to the extent that it may elect by written notice delivered to the Issuer Indemnitee, to assume the defense thereof, with counsel reasonably satisfactory to such Issuer Indemnitee; provided that if the defendants in any such Claim include both the Issuer Indemnitee and the Dealer, and the Issuer Indemnitee shall have concluded that there may be legal defenses available to it which are different from or additional to those available to the Dealer, the Dealer shall not have the right to direct the defense of such Claim on behalf of such Issuer Indemnitee, and the Issuer Indemnitee shall have the right to select separate counsel to assert such legal defenses on behalf of such Issuer Indemnitee. Upon receipt of notice from the Dealer to such Issuer Indemnitee of the Dealer’s election so to assume the defense of such Claim and approval by the Issuer Indemnitee of counsel, the Dealer will not be liable to such Issuer Indemnitee for expenses incurred thereafter by the Issuer Indemnitee in connection with the defense thereof (other than reasonable costs of investigation) unless (i) the Issuer Indemnitee shall have employed separate counsel in connection with the assertion of legal defenses in accordance with the proviso to the next preceding sentence (it being understood, however, that the Dealer shall not be liable for the expenses of more than one separate counsel (in addition to any local counsel in the jurisdiction in which any Claim is brought), approved by the Issuer, representing the Issuer Indemnitee who is party to such Claim), (ii) the Dealer shall not have employed counsel reasonably satisfactory to the Issuer Indemnitee to represent the Issuer Indemnitee within a reasonable time after notice of existence of the Claim or (iii) the Dealer has authorized in writing the employment of counsel for the Issuer Indemnitee. The indemnity, reimbursement and contribution obligations of the Dealer hereunder shall be in addition to any other liability the Dealer may otherwise have to an an Issuer Indemnitee and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Dealer and any Issuer Indemnitee. The Dealer agrees that without the Issuer’s prior written consent, it will not settle, compromise or consent to the entry of any judgment in any Claim in respect of which indemnification may be sought under the indemnification provision of the Agreement (whether or not the Issuer or any other Indemnitee is an actual or potential party to such Claim), unless such settlement, compromise or
|
D x 360
|
x 100
|
360 - (D x M)
|
D x N
|
x 100
|
360 - (D x M)
|
|
a. The Bank and the Issuer agree to comply with the relevant portions of DTC's Commercial Paper Issuing and Paying Agent Manual, and the DTC Same Day Settlement System Rules (collectively the "
DTC Rules
"). The Issuer understands that as one of the conditions of its participation in the DTC, it shall be necessary for the Issuer and the Bank to enter into a Letter of Representations, attached hereto as
Exhibit C
, and for DTC to receive and accept such Letter of Representations.
|
(i)
|
a transmission through an instruction and reporting communication service (“
IPASS
”) offered by the Bank pursuant to
Section 10
hereof; or
|
(ii)
|
any direction from the Issuer or their Dealers delivered electronically in accordance with standard practices in the financial services industry, including Instructions delivered via Depository Trust & Clearing Corporation Pre-Issuance Messaging (DTC PIM) system; or
|
(iii)
|
a written notice, including a written notice transmitted by facsimile or e-mail, which bears or purports to bear the signature of an Authorized Person
|
|
c. Instructions may be given at any time prior to 1:00 PM New York Time on the day on which the Instructions are to be operative; provided that any Instructions received on a day on which the Bank is not open for business, will be operative, as appropriate, on the next succeeding day on which the Bank is open for business. If the Bank, in its reasonable
|
|
a. The Issuer shall provide or cause to be provided Instructions to the Bank regarding payment of Obligations at maturity. The Bank's sole duty in connection with payment of the Obligations at maturity shall be to pay the principal amount of the Obligation or principal plus interest of an interest-at-maturity Obligation, in each case as specified in the applicable Instructions.
|
|
If the Isssuer elects to utilize an account outside of the Bank, the Bank shall not make a payment with respect to any maturing Obligation of the amount referred to in this
Section 7
unless immediately available funds in the amount to be paid in respect of such Obligation have been received by the Bank prior to 2:00 PM New York Time on the applicable maturity date, unless otherwise agreed in writing with the Bank, in accordance with the following instructions: ABA routing number: 0260-0959-3. GL Account Number: 2047628893919, FFC and Beneficiary Customer information as separately notified to the Issuer at a later date, and such funds are not subject to reversal or cancellation.
|
|
b. The Issuer acknowledges that under IPASS, each Obligation (and the Note Certificate, if any, related thereto) shall remain subject to applicable laws, regulations, rules and the provisions hereof. Each Authorized Person shall be limited in its access rights to IPASS to the same extent of the Issuer, and no Authorized Person shall be permitted to access a broader scope of information about an Obligation than the Issuer may access at such time.
|
|
c. Except as set forth in this
Section 10
, with respect to any agreement between the Issuer and its Authorized Persons, the Issuer shall acquire no title, ownership or sublicensing rights whatsoever in IPASS or in any trade secret, trademark, copyright or patent of the Bank now or to become applicable to IPASS. The Issuer may not transfer, sublicense, rent, lease, convey, modify, translate, convert to a programming language, decompile, disassemble, recirculate, republish or redistribute IPASS for any purpose.
|
|
f. IPASS may be used to access copies of the Note Certificate. The Issuer acknowledges that any printed version of the Note Certificate is merely a copy and is not, and shall not be
|
a.
|
The Issuer agrees that, except in the case of gross negligence and willful misconduct by the Bank, the Bank shall not be liable for any losses, damages, liabilities or costs suffered or incurred by the Issuer in relation to this Agreement. The Issuer agrees that in any case in which the Bank may be liable as a result of the Bank’s gross negligence or willful misconduct, the Bank will only be liable for actual direct damages. Notwithstanding the foregoing, there shall be no limitation on any amount of damages payable by Bank as a result of Bank’s indemnity obligations set forth in Section 13(c).
|
|
a. Instructions hereunder shall be mailed, faxed, emailed, or transmitted via IPASS or DTC PIM to the Bank at the address, facsimile number, or email address specified below, as applicable, and shall be deemed delivered upon actual receipt by the Bank's Commercial Paper Issuance Operations at the address, facsimile number or e-mail address specified below:
|
Bank of America, National Association
|
|
CME Group Inc.
|
|
|
|
/s/ James Topolski
|
|
/s/ John W. Pietrowicz
|
Signature
|
|
Signature
|
|
|
|
Name: James Topolski
|
|
Name: /s/ John W. Pietrowicz
|
|
|
|
Title: Vice President
|
|
Title: /s/ Senior Managing Director
|
|
|
|
Date: 10/17/14
|
|
Date: 7/26/14
|
|
|
|
|
|
|
1.
|
Offers, Sales and Resales of Notes.
|
1.1
|
While (i) the Issuer has and shall have no obligation to sell the Notes to the Dealer or to permit the Dealer to arrange any sale of the Notes for the account of the Issuer, and (ii) the Dealer has and shall have no obligation to purchase the Notes from the Issuer or to arrange any sale of the Notes for the account of the Issuer, the parties hereto agree that in any case where the Dealer purchases Notes from the Issuer, or arranges for the sale of Notes by the Issuer, such Notes will be purchased or sold by the Dealer in reliance on the representations, warranties, covenants and agreements of the Issuer contained herein or made pursuant hereto and on the terms and conditions and in the manner provided herein.
|
1.2
|
So long as this Agreement shall remain in effect, and in addition to the limitations contained in Section 1.7 hereof, the Issuer shall not, without the consent of the Dealer, offer, solicit or accept offers to purchase, or sell, any Notes except (a) in transactions with one or more dealers which may from time to time after the date hereof become dealers with respect to the Notes by executing with the Issuer one or more agreements which contain provisions substantially identical to those contained in Section 1 of this Agreement, of which the Issuer hereby undertakes to provide the Dealer prompt notice or (b) in transactions with the other dealers listed on the Addendum hereto, which are executing agreements with the Issuer which contain provisions substantially identical to Section 1 of this Agreement contemporaneously herewith. In no event shall the Issuer offer, solicit or accept offers to purchase, or sell, any Notes directly on its own behalf in transactions with persons other than broker-dealers as specifically permitted in this Section 1.2.
|
1.3
|
The Notes shall be in a minimum denomination of $250,000 or integral multiples of $1,000 in excess thereof, will bear such interest rates, if interest bearing, or will be sold at such discount from their face amounts, as shall be agreed upon by the Dealer and the Issuer, shall have a maturity not exceeding 397 days from the date of issuance and may have such terms as are specified in Exhibit C hereto or the Private Placement Memorandum. The Notes shall not contain any provision for extension, renewal or automatic “rollover.”
|
1.4
|
The authentication and issuance of, and payment for, the Notes shall be effected in accordance with the Issuing and Paying Agency Agreement, and the Notes shall be either individual
|
1.5
|
If the Issuer and the Dealer shall agree on the terms of the purchase of any Note by the Dealer or the sale of any Note arranged by the Dealer (including, but not limited to, agreement with respect to the date of issue, purchase price, principal amount, maturity and interest rate or interest rate index and margin (in the case of interest-bearing Notes) or discount thereof (in the case of Notes issued on a discount basis), and appropriate compensation for the Dealer’s services hereunder) pursuant to this Agreement, the Issuer shall cause such Note to be issued and delivered in accordance with the terms of the Issuing and Paying Agency Agreement and payment for such Note shall be made by the purchaser thereof, either directly or through the Dealer, to the Issuing and Paying Agent, for the account of the Issuer. Except as otherwise agreed, in the event that the Dealer is acting as an agent of the Issuer and a purchaser shall either fail to accept delivery of or make payment for a Note on the date fixed for settlement, the Dealer shall promptly notify the Issuer, and if the Dealer has theretofore paid the Issuer for the Note, the Issuer will promptly return such funds to the Dealer against its return of the Note to the Issuer, in the case of a certificated Note, and upon notice of such failure in the case of a book-entry Note. If such failure occurred for any reason other than default by the Dealer, the Issuer shall reimburse the Dealer on an equitable basis for the Dealer’s loss of the use of such funds for the period such funds were credited to the Issuer’s account.
|
1.6
|
The Dealer and the Issuer hereby establish and agree to observe the following procedures in connection with offers, sales and subsequent resales or other transfers of the Notes:
|
(a)
|
Offers and sales of the Notes by or through the Dealer shall be made by the Dealer only to: (i) investors reasonably believed by the Dealer to be Qualified Institutional Buyers or Institutional Accredited Investors and (ii) non-bank fiduciaries or agents that will be purchasing Notes for one or more accounts, each of which is reasonably believed by the Dealer to be an Institutional Accredited Investor.
|
(b)
|
Resales and other transfers of the Notes by the holders thereof shall be made only in accordance with the restrictions in the legend described in clause (e) below.
|
(c)
|
No general solicitation or general advertising shall be used in connection with the offering of the Notes. Without limiting the generality of the foregoing, the Issuer shall not issue any press release or place or publish any “tombstone” or other advertisement relating to the Notes without promptly providing notice to the Dealer. The Dealer shall not issue any press release or publish any “tombstone” or other advertisement relating to the Notes without the prior written consent of the Issuer.
|
(d)
|
No sale of Notes to any one purchaser shall be for less than $250,000 principal or face amount, and no Note shall be issued in a smaller principal or face amount. If the purchaser is a non-bank fiduciary acting on behalf of others, each person for whom such purchaser is acting must purchase at least $250,000 principal or face amount of Notes.
|
(e)
|
Offers and sales of the Notes by the Issuer through the Dealer acting as agent for the Issuer shall be subject to the restrictions described in the legend appearing on Exhibit A hereto. A legend substantially to the effect of such Exhibit A shall appear as part of the Private Placement Memorandum used in connection with offers and sales of Notes hereunder, as well as on each individual certificate representing a Note and each Master Note representing book-entry Notes offered and sold pursuant to this Agreement.
|
(f)
|
The Dealer shall furnish or shall have furnished to each purchaser of Notes for which it has acted as the Dealer a copy of the then-current Private Placement Memorandum unless such purchaser has previously received a copy of the Private Placement Memorandum as then in effect. The Private Placement Memorandum shall expressly state that any person to whom Notes are offered shall have an opportunity to ask questions of, and receive information from, the Issuer and the Dealer and shall provide the names, addresses and telephone numbers of the persons from whom information regarding the Issuer may be obtained.
|
(g)
|
The Issuer agrees, for the benefit of the Dealer and each of the holders and prospective purchasers from time to time of the Notes that, if at any time the Issuer shall not be subject to Section 13 or 15(d) of the Exchange Act, the Issuer will furnish, upon request and at its expense, to the Dealer and to holders and prospective purchasers of Notes information required by Rule 144A(d)(4)(i) in compliance with Rule 144A(d).
|
(h)
|
In the event that any Note offered or to be offered by the Dealer would be ineligible for resale under Rule 144A, the Issuer shall immediately notify the Dealer (by telephone, confirmed in writing) of such fact and shall promptly prepare and deliver to the Dealer an amendment or supplement to the Private Placement Memorandum describing the Notes that are ineligible, the reason for such ineligibility and any other relevant information relating thereto.
|
(i)
|
Dealer hereby agrees with the Issuer not to offer or sell any Notes in a manner that might call into question the availability of the private offering exemption contained in Section 4(a)(2) of the Securities Act and Rule 144A thereunder.
|
1.7
|
The Issuer hereby represents and warrants to the Dealer, in connection with offers, sales and resales of Notes, as follows:
|
(a)
|
The Issuer hereby confirms to the Dealer that within the preceding six months, neither the Issuer nor any person other than the Dealer or the other dealers referred to in Section 1.2 hereof acting on behalf of the Issuer has offered or sold any Notes, or any substantially similar security of the Issuer (including, without limitation, medium-term notes issued by the Issuer), to, or solicited offers to buy any such security from, any person other than the Dealer or the other dealers referred to in Section 1.2 hereof. The Issuer also agrees that (except as permitted by Section 1.6(i)), as long as the Notes are being offered for sale by the Dealer and the other dealers referred to in Section 1.2 hereof as contemplated hereby and until at least six months after the offer of Notes hereunder has been terminated, neither the Issuer nor any person other than the Dealer or the other dealers referred to in Section 1.2 hereof (except as contemplated by Section 1.2 hereof) will offer the Notes or any substantially similar security of the Issuer for sale to, or solicit offers to buy any such security from, any person other than
|
(b)
|
Except with previous notification to the Dealer, the Issuer represents and agrees that the proceeds of the sale of the Notes are not currently contemplated to be used for the purpose of buying, carrying or trading securities within the meaning of Regulation T and the interpretations thereunder by the Board of Governors of the Federal Reserve System. The Issuer will use the net proceeds from the sale of the Notes to fund the tender offer for certain shares of the Issuer's common stock, fees and expenses relating to the tender offer and to the Issuer's merger with CBOT Holdings Inc. and for other general corporation purposes. Except as set forth in the preceding sentence, in the event that the Issuer determines to use such proceeds for the purpose of buying, carrying or trading securities, whether in connection with an acquisition of another company or otherwise, the Issuer shall give the Dealer at least five business days’ prior written notice to that effect. The Issuer shall also give the Dealer prompt notice of the actual date that it commences to purchase such securities with the proceeds of the Notes. Thereafter, in the event that the Dealer purchases Notes as principal and does not resell such Notes on the day of such purchase, to the extent necessary to comply with Regulation T and the interpretations thereunder, the Dealer will sell such Notes either (i) only to offerees it reasonably believes to be Qualified Institutional Buyers or to Qualified Institutional Buyers it reasonably believes are acting for other Qualified Institutional Buyers, in each case in accordance with Rule 144A or (ii) in a manner which would not cause a violation of Regulation T and the interpretations thereunder.
|
1.8
|
The Dealer hereby agrees with the Issuer that the Dealer will not offer or sell any Notes in a manner that contradicts, in any material respect, the Issuer Information.
|
2.
|
Representations and Warranties of Issuer.
|
2.1
|
The Issuer is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all the requisite power and authority to execute, deliver and perform its obligations under the Notes, this Agreement and the Issuing and Paying Agency Agreement.
|
2.2
|
This Agreement and the Issuing and Paying Agency Agreement have been duly authorized, executed and delivered by the Issuer and constitute legal, valid and binding obligations of the Issuer enforceable against the Issuer in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, and subject, as to
|
2.3
|
The Notes have been duly authorized, and when issued as provided in the Issuing and Paying Agency Agreement, will be duly and validly issued and will constitute legal, valid and binding obligations of the Issuer enforceable against the Issuer in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).
|
2.4
|
The offer and sale of the Notes in the manner contemplated hereby do not require registration of the Notes under the Securities Act, pursuant to the exemption from registration contained in Section 4(a)(2) thereof, and no indenture in respect of the Notes is required to be qualified under the Trust Indenture Act of 1939, as amended.
|
2.5
|
The Notes will rank at least pari passu with all other unsecured and unsubordinated indebtedness of the Issuer.
|
2.6
|
No consent or action of, or filing or registration with, any governmental or public regulatory body or authority, including the SEC, is required to authorize, or is otherwise required in connection with the execution, delivery or performance of, this Agreement, the Notes or the Issuing and Paying Agency Agreement, except as may be required by the securities or Blue Sky laws of the various states in connection with the offer and sale of the Notes.
|
2.7
|
Neither the execution and delivery of this Agreement and the Issuing and Paying Agency Agreement, nor the issuance of the Notes in accordance with the Issuing and Paying Agency Agreement, nor the fulfillment of or compliance with the terms and provisions hereof or thereof by the Issuer, will (i) result in the creation or imposition of any mortgage, lien, charge or encumbrance of any nature whatsoever upon any of the properties or assets of the Issuer, or (ii) violate or result in a breach or a default under any of the terms of the Issuer’s charter documents or by-laws, any contract or instrument to which the Issuer is a party or by which it or its property is bound, or any law or regulation, or any order, writ, injunction or decree of any court or government instrumentality, to which the Issuer is subject or by which it or its property is bound, which breach or default might have a material adverse effect on the ability of the Issuer to perform its obligations under this Agreement, the Notes or the Issuing and Paying Agency Agreement.
|
2.8
|
There is no litigation or governmental proceeding pending, or to the knowledge of the Issuer threatened, against or affecting the Issuer or any of its subsidiaries which might result in a material adverse change in the ability of the Issuer to perform its obligations under this Agreement, the Notes or the Issuing and Paying Agency Agreement.
|
2.9
|
The Issuer is not an “investment company” within the meaning of the Investment Company Act of 1940, as amended.
|
2.10
|
Neither the Private Placement Memorandum nor the Issuer Information contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or
|
2.11
|
Each (a) issuance of Notes by the Issuer hereunder and (b) amendment or supplement of the Private Placement Memorandum shall be deemed a representation and warranty by the Issuer to the Dealer, as of the date thereof, that, both before and after giving effect to such issuance and after giving effect to such amendment or supplement, (i) the representations and warranties given by the Issuer set forth in this Section 2 remain true and correct on and as of such date as if made on and as of such date, (ii) in the case of an issuance of Notes, the Notes being issued on such date have been duly and validly issued and constitute legal, valid and binding obligations of the Issuer, enforceable against the Issuer in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law), (iii) in the case of an issuance of Notes, since the date of the most recent Private Placement Memorandum, there has been no material adverse change in the condition (financial or otherwise) or operations of the Issuer which has not been disclosed to the Dealer in writing and (iv) the Issuer is not in default of any of its obligations hereunder, under the Notes or the Issuing and Paying Agency Agreement.
|
3.
|
Covenants and Agreements of Issuer.
|
3.1
|
The Issuer will give the Dealer prompt notice (but in any event prior to any subsequent issuance of Notes hereunder) of any amendment to, modification of or waiver with respect to, the Notes or the Issuing and Paying Agency Agreement, including a complete copy of any such amendment, modification or waiver.
|
3.2
|
The Issuer shall, whenever there shall occur any change in the Issuer’s condition (financial or otherwise) or operations or any development or occurrence in relation to the Issuer that would have a material adverse effect on the holders of the Notes or on potential holders of the Notes, promptly, and in any event prior to any subsequent issuance of Notes hereunder, notify the Dealer (by telephone, confirmed in writing) of such change, development or occurrence.
|
3.3
|
The Issuer shall from time to time furnish to the Dealer such public information as the Dealer may reasonably request regarding (i) the Issuer’s operations and financial condition, (ii) the due authorization and execution of the Notes and (iii) the Issuer’s ability to pay the Notes as they mature.
|
3.4
|
The Issuer will take all such action as the Dealer may reasonably request to ensure that each offer and each sale of the Notes will comply with any applicable state Blue Sky laws; provided, however, that the Issuer shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation in any jurisdiction in which it is not so qualified or subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.
|
3.5
|
The Issuer will not be in default of any of its obligations hereunder, under the Notes or under the Issuing and Paying Agency Agreement, at any time that any of the Notes are outstanding.
|
3.6
|
The Issuer shall not issue Notes hereunder until the Dealer shall have received (a) an opinion of counsel to the Issuer, addressed to the Dealer, reasonably satisfactory in form and substance to the Dealer, (b) a copy of the executed Issuing and Paying Agency Agreement as then in effect, (c) a copy of resolutions adopted by the Board of Directors of the Issuer, reasonably satisfactory in form and substance to the Dealer and certified by the Secretary or similar officer of the Issuer, authorizing execution and delivery by the Issuer of this Agreement, the Issuing and Paying Agency Agreement and the Notes and consummation by the Issuer of the transactions contemplated hereby and thereby, (d) prior to the issuance of any book-entry Notes represented by a master note registered in the name of DTC or its nominee, a copy of the executed Letter of Representations among the Issuer, the Issuing and Paying Agent and DTC and of the executed master note, (e) prior to the issuance of any Notes in physical form, a copy of such form (unless attached to this Agreement or the Issuing and Paying Agency Agreement), (f) confirmation of the then current rating assigned to the Notes by each nationally recognized statistical rating organization then rating the Notes, and (g) such other certificates, opinions, letters and documents as the Dealer shall have reasonably requested.
|
3.7
|
The Issuer shall reimburse the Dealer for all of the Dealer’s reasonable out-of-pocket expenses related to this Agreement, including expenses incurred in connection with its preparation and negotiation, and the transactions contemplated hereby (including, but not limited to, the printing and distribution of the Private Placement Memorandum), and, if applicable, for the reasonable fees and out-of-pocket expenses of the Dealer’s counsel.
|
3.8
|
The Issuer and the Dealer agree that the Issuer may, in accordance with the terms of this Section 3.8, from time to time replace the party which is then acting as Issuing and Paying Agent (the “Current Issuing and Paying Agent”) with another party (such other party, the “Replacement Issuing and Paying Agent”), and enter into an agreement with the Replacement Issuing and Paying Agent covering the provision of issuing and paying agency functions in respect of the Notes by the Replacement Issuing and Paying Agent (the “Replacement Issuing and Paying Agency Agreement”) (any such replacement, a “Replacement”).
|
(a)
|
From and after the effective date of any Replacement, except to the extent that the Issuing and Paying Agency Agreement provides that the Current Issuing and Paying Agent will continue to act in respect of Notes outstanding as of the effective date of such Replacement, the “Issuing and Paying Agent” for the Notes shall be deemed to be the Replacement Issuing and Paying Agent, all references to the “Issuing and Paying Agent” hereunder shall be deemed to refer to the Replacement Issuing and Paying Agent, and all references to the “Issuing and Paying Agency Agreement” hereunder shall be deemed to refer to the Replacement Issuing and Paying Agency Agreement.
|
(b)
|
From and after the effective date of any Replacement, the Issuer shall not issue any Notes hereunder unless and until the Dealer shall have received: (i) a copy of the executed Replacement Issuing and Paying Agency Agreement, (ii) a copy of the executed Letter of Representations among the Issuer, the Replacement Issuing and Paying Agent and DTC, (iii) a copy of the executed Master Note authenticated by the Replacement Issuing and Paying Agent and registered in the name of DTC or its nominee, (iv) an amendment or supplement to the Private Placement Memorandum describing the Replacement Issuing
|
4.
|
Disclosure.
|
4.1
|
The Private Placement Memorandum and its contents (other than the Dealer Information) shall be the sole responsibility of the Issuer. The Private Placement Memorandum shall contain a statement expressly offering an opportunity for each prospective purchaser to ask questions of, and receive answers from, the Issuer concerning the offering of Notes and to obtain relevant additional information which the Issuer possesses or can acquire without unreasonable effort or expense.
|
4.2
|
The Issuer agrees to promptly furnish the Dealer the Issuer Information as it becomes available.
|
4.3
|
(a) The Issuer further agrees to notify the Dealer promptly upon the occurrence of any event relating to or affecting the Issuer that would cause the Issuer Information then in existence to include an untrue statement of a material fact or to omit to state a material fact necessary in order to make the statements contained therein, in light of the circumstances under which they are made, not misleading. The Dealer agrees that, upon such notification, all solicitations and sales of Notes shall be suspended.
|
5.1
|
The Issuer will indemnify and hold harmless the Dealer, each individual, corporation, partnership, trust, association or other entity controlling the Dealer, any affiliate of the Dealer or any such controlling entity and their respective directors, officers, employees, partners, incorporators, shareholders, servants, trustees and agents (hereinafter the “MLPFS Indemnitees”) against any and all liabilities, penalties, suits, causes of action, losses, damages, claims, costs and expenses (including, without limitation, reasonable fees and disbursements of counsel) or judgments of whatever kind or nature (each a “Claim”), imposed upon, incurred by or asserted against the MLPFS Indemnitees arising out of or based upon (i) any allegation that the Private Placement Memorandum, the Issuer Information or any other written information provided by the Issuer to the Dealer included (as of any relevant time) or includes an untrue statement of a material fact or omitted (as of any relevant time) or omits to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading or (ii) arising out of or based upon the breach by the Issuer of any agreement, covenant or representation made in or pursuant to this Agreement; provided that this indemnification shall not apply to the extent that the Claim arises out of or is based upon Dealer Information. For the avoidance of doubt, it is agreed that Dealer Information consists of the logo of the Dealer and the contact information to obtain additional information, in each case as provided in the Private Placement Memorandum. Notwithstanding the foregoing, it is agreed that the obligations of the Issuer under this Section 5 shall not extend to the Dealer’s gross negligence or willful misconduct in the performance of its obligations under this Agreement.
|
5.2
|
The Dealer will indemnify and hold harmless the Issuer, each individual, corporation, partnership, trust, association or other entity controlling the Issuer, any affiliate of the Issuer or any such controlling entity and their respective directors, officers, employees, partners, incorporators, shareholders, servants, trustees and agents (hereinafter the “Issuer Indemnitees” against any Claim imposed upon, incurred by or asserted against the Issuer Indemnitees arising out of or based upon any allegation that the Dealer Information included (as of any relevant time) or includes an untrue statement of a material fact or omitted (as of any relevant time) or omits to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
|
5.3
|
Provisions relating to claims made for indemnification under this Section 5 are set forth on Exhibit B to this Agreement.
|
5.4
|
In order to provide for just and equitable contribution in circumstances in which the indemnification provided for in this Section 5 is held to be unavailable or insufficient to hold harmless the Indemnitees in respect of any Claim (although otherwise applicable in accordance with the terms of this Section 5), the MLPFS Indemnitees on the one hand, and any Issuer Indemnitees, on the other hand, sought to be charged with any liability shall contribute to the aggregate costs in connection with any Claim in the proportion of their respective economic interests; provided, however, that such contribution by the Issuer shall be in an amount such that the aggregate costs incurred by the Dealer do not exceed the aggregate of the commissions and fees earned by the Dealer hereunder with respect to the issue or issues of Notes to which such Claim relates. For purposes of this Section 5, “economic interests” of the Issuer Indemnitees
|
6.1
|
“MLPFS Indemnitees” shall have the meaning set forth in Section 5.1.
|
6.2
|
“Claim” shall have the meaning set forth in Section 5.1.
|
6.3
|
“Dealer Information” shall mean material concerning the Dealer provided by the Dealer in writing expressly for inclusion in the Private Placement Memorandum.
|
6.4
|
“Exchange Act” shall mean the U.S. Securities Exchange Act of 1934, as amended.
|
6.5
|
“Indemnitee” shall mean a MLPFS Indemnitee or an Issuer Indemnitee.
|
6.6
|
“Institutional Accredited Investor” shall mean an institutional investor that is an accredited investor within the meaning of Rule 501 under the Securities Act and that has such knowledge and experience in financial and business matters that it is capable of evaluating and bearing the economic risk of an investment in the Notes, including, but not limited to, a bank, as defined in Section 3(a)(2) of the Securities Act, or a savings and loan association or other institution, as defined in Section 3(a)(5)(A) of the Securities Act, whether acting in its individual or fiduciary capacity.
|
6.7
|
“Issuer Indemnitees” shall have the meaning set forth in Section 5.2.
|
6.8
|
“Issuer Information” at any given time shall mean the Private Placement Memorandum together with, to the extent applicable, (i) the Issuer’s most recent report on Form 10-K filed with the SEC and each report on Form 10-Q or 8-K filed by the Issuer with the SEC since the most recent Form 10-K, (ii) the Issuer’s most recent annual audited financial statements and each interim financial statement or report prepared subsequent thereto, if not included in item (i) above, (iii) the Issuer’s and its affiliates’ other publicly available recent reports, including, but not limited to, any publicly available filings or reports provided to their respective shareholders, (iv) any other information or disclosure prepared pursuant to Section 4.3 hereof and (v) any information prepared or approved in writing by the Issuer for dissemination to investors or potential investors in the Notes.
|
6.9
|
“Issuing and Paying Agency Agreement” shall mean the issuing and paying agency agreement, dated as of September 26, 2014, between the Issuer and Bank of America, National Association, as the issuing and paying agent, as such agreement may be amended or supplemented from time to time, or any Replacement Issuing and Paying Agency Agreement entered into pursuant to Section 3.8 hereof.
|
6.10
|
“Issuing and Paying Agent” shall mean the party designated as such under the Issuing and Paying Agency Agreement, any successor thereto in accordance with the Issuing and Paying Agency Agreement or any Replacement Issuing and Paying Agent.
|
6.11
|
“Non-bank fiduciary or agent” shall mean a fiduciary or agent other than (a) a bank, as defined in Section 3(a)(2) of the Securities Act, or (b) a savings and loan association, as defined in Section 3(a)(5)(A) of the Securities Act.
|
6.12
|
“Private Placement Memorandum” shall mean offering materials prepared in accordance with Section 4 (including materials referred to therein or incorporated by reference therein, if any) provided to purchasers and prospective purchasers of the Notes, and shall include amendments and supplements thereto which may be prepared from time to time in accordance with this Agreement (other than any amendment or supplement that has been completely superseded by a later amendment or supplement).
|
6.13
|
“Qualified Institutional Buyer” shall have the meaning assigned to that term in Rule 144A under the Securities Act.
|
6.14
|
“Rule 144A” shall mean Rule 144A under the Securities Act.
|
6.15
|
“SEC” shall mean the U.S. Securities and Exchange Commission.
|
6.16
|
“Securities Act” shall mean the U.S. Securities Act of 1933, as amended.
|
7.1
|
Unless otherwise expressly provided herein, all notices under this Agreement to parties hereto shall be in writing and shall be effective when received at the address of the respective party set forth in the Addendum to this Agreement.
|
7.2
|
This Agreement shall be governed by and construed in accordance with the laws of the State of New York.
|
7.3
|
(a) The Issuer agrees that any suit, action or proceeding brought by the Issuer against the Dealer in connection with or arising out of this Agreement or the Notes or the offer and sale of the Notes shall be brought solely in the United States federal courts located in the Borough of Manhattan or the courts of the State of New York located in the Borough of Manhattan. EACH OF THE DEALER AND THE ISSUER WAIVES ITS RIGHT TO TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
|
7.4
|
This Agreement may be terminated, at any time, by the Issuer, upon one business day’s prior notice to such effect to the Dealer, or by the Dealer upon one business day’s prior notice to such effect to the Issuer. Any such termination, however, shall not affect the obligations of the Issuer under Sections 3.7, 4.3, 5 and 7.3 hereof or the respective representations, warranties, agreements, covenants, rights or responsibilities of the parties made or arising prior to the termination of this Agreement.
|
7.5
|
This Agreement is not assignable by either party hereto without the written consent of the other party; provided, however, that the Dealer may assign its rights and obligations under this Agreement to any affiliate of the Dealer with the consent of the Issuer (which consent shall not be unreasonably withheld).
|
7.6
|
This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.
|
7.7
|
This Agreement is for the exclusive benefit of the parties hereto, and their respective permitted successors and assigns hereunder, and shall not be deemed to give any legal or equitable right, remedy or claim to any other person whatsoever.
|
7.8
|
The Issuer acknowledges and agrees that in connection with this purchase and sale of the Notes or any other services the Dealer may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Dealer: (i) no fiduciary or agency relationship between the Issuer and any other person, on the one hand, and the Dealer, on the other, exists; (ii) the Dealer is not acting as advisor, expert or otherwise, to the Issuer, including, without limitation, with respect to the determination of the offering price of the Notes, and such relationship between the Issuer, on the one hand, and the Dealer, on the other, is entirely and solely commercial, based on arms-length negotiations; (iii) any duties and obligations that the Dealer may have to the Issuer shall be limited to those duties and obligations specifically stated herein; and (iv) the Dealer and their respective affiliates may have interests that differ from those of the Issuer. The Issuer hereby waives any claims that the Issuer may have against the Dealer with respect to any breach of fiduciary duty in connection with the purchase and sale of the Notes.
|
CME Group Inc.
,
as
Issuer
|
By:
/s/ James A. Pribel
|
Name:
James A. Pribel
|
Title:
Executive Director & Treasurer
|
Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Dealer
|
By:
/s/ Brendan Hanley
|
Name:
Brendan Hanley
|
Title:
Managing Director
|
1.
|
The other dealers referred to in clause (b) of Section 1.2 of the Agreement are Barclays Capital Inc. and Goldman, Sachs & Co.
|
2.
|
The addresses of the respective parties for purposes of notices under Section 7.1 are as follows:
|
(a)
|
The Issuer agrees to reimburse each MLPFS Indemnitee for all reasonable expenses (including reasonable fees and disbursements of external counsel) as they are incurred by it in connection with investigating or defending any loss, claim, damage, liability or action in respect of which indemnification may be sought under Section 5.1 of the Agreement (whether or not it is a party to any such proceedings).
|
(b)
|
Promptly after receipt by a MLPFS Indemnitee of notice of the existence of a Claim arising under Section 5.1 of the Agreement, such MLPFS Indemnitee will, if a claim in respect thereof is to be made against the Issuer, notify the Issuer in writing of the existence thereof; provided that (i) the omission so to notify the Issuer will not relieve the Issuer from any liability which it may have hereunder unless and except to the extent it did not otherwise learn of such Claim and such failure results in the forfeiture by the Issuer of substantial rights and defenses, and (ii) the omission so to notify the Issuer will not relieve it from liability which it may have to a MLPFS Indemnitee otherwise than on account of this indemnity agreement. In case any such Claim is made against any MLPFS Indemnitee and it notifies the Issuer of the existence thereof, the Issuer will be entitled to participate therein, and to the extent that it may elect by written notice delivered to the MLPFS Indemnitee, to assume the defense thereof, with counsel reasonably satisfactory to such MLPFS Indemnitee; provided that if the defendants in any such Claim include both the MLPFS Indemnitee and the Issuer, and the MLPFS Indemnitee shall have concluded that there may be legal defenses available to it which are different from or additional to those available to the Issuer, the Issuer shall not have the right to direct the defense of such Claim on behalf of such MLPFS Indemnitee, and the MLPFS Indemnitee shall have the right to select separate counsel to assert such legal defenses on behalf of such MLPFS Indemnitee. Upon receipt of notice from the Issuer to such MLPFS Indemnitee of the Issuer’s election so to assume the defense of such Claim and approval by the MLPFS Indemnitee of counsel, the Issuer will not be liable to such MLPFS Indemnitee for expenses incurred thereafter by the MLPFS Indemnitee in connection with the defense thereof (other than reasonable costs of investigation) unless (i) the MLPFS Indemnitee shall have employed separate counsel in connection with the assertion of legal defenses in accordance with the proviso to the next preceding sentence (it being understood, however, that the Issuer shall not be liable for the expenses of more than one separate counsel (in addition to any local counsel in the jurisdiction in which any Claim is brought), approved by the Dealer, representing the MLPFS Indemnitee who is party to such Claim), (ii) the Issuer shall not have employed counsel reasonably satisfactory to the MLPFS Indemnitee to represent the MLPFS Indemnitee within a reasonable time after notice of existence of the Claim or (iii) the Issuer has authorized in writing the employment of counsel for the MLPFS Indemnitee. The indemnity, reimbursement and contribution obligations of the Issuer hereunder shall be in addition to any other liability the Issuer may otherwise have to a MLPFS Indemnitee and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Issuer and any Indemnitee. The Issuer agrees that without the Dealer’s prior written consent, it will not settle, compromise or consent to the entry of any judgment in any Claim in respect of which indemnification may be sought under the indemnification provision of the Agreement (whether or not the Dealer or any other Indemnitee is an actual or potential party to such Claim), unless such settlement,
|
(c)
|
The Dealer agrees to reimburse each Issuer Indemnitee for all reasonable expenses (including reasonable fees and disbursements of external counsel) as they are incurred by it in connection with investigating or defending any loss, claim, damage, liability or action in respect of which indemnification may be sought under Section 5.2 of the Agreement (whether or not it is a party to any such proceedings).
|
(d)
|
Promptly after receipt by an Issuer Indemnitee of notice of the existence of a Claim arising under Section 5.2 of the Agreement, such Issuer Indemnitee will, if a claim in respect thereof is to be made against the Dealer, notify the Dealer in writing of the existence thereof; provided that (i) the omission so to notify the Dealer will not relieve the Dealer from any liability which it may have hereunder unless and except to the extent it did not otherwise learn of such Claim and such failure results in the forfeiture by the Dealer of any of its rights and defenses that it reasonably deems to be material, and (ii) the omission so to notify the Dealer will not relieve it from liability which it may have to an Issuer Indemnitee otherwise than on account of this indemnity agreement. In case any such Claim is made against any Issuer Indemnitee and it notifies the Dealer of the existence thereof, the Dealer will be entitled to participate therein, and to the extent that it may elect by written notice delivered to the Issuer Indemnitee, to assume the defense thereof, with counsel reasonably satisfactory to such Issuer Indemnitee; provided that if the defendants in any such Claim include both the Issuer Indemnitee and the Dealer, and the Issuer Indemnitee shall have concluded that there may be legal defenses available to it which are different from or additional to those available to the Dealer, the Dealer shall not have the right to direct the defense of such Claim on behalf of such Issuer Indemnitee, and the Issuer Indemnitee shall have the right to select separate counsel to assert such legal defenses on behalf of such Issuer Indemnitee. Upon receipt of notice from the Dealer to such Issuer Indemnitee of the Dealer’s election so to assume the defense of such Claim and approval by the Issuer Indemnitee of counsel, the Dealer will not be liable to such Issuer Indemnitee for expenses incurred thereafter by the Issuer Indemnitee in connection with the defense thereof (other than reasonable costs of investigation) unless (i) the Issuer Indemnitee shall have employed separate counsel in connection with the assertion of legal defenses in accordance with the proviso to the next preceding sentence (it being understood, however, that the Dealer shall not be liable for the expenses of more than one separate counsel (in addition to any local counsel in the jurisdiction in which any Claim is brought), approved by the Issuer, representing the Issuer Indemnitee who is party to such Claim), (ii) the Dealer shall not have employed counsel reasonably satisfactory to the Issuer Indemnitee to represent the Issuer Indemnitee within a reasonable time after notice of existence of the Claim or (iii) the Dealer has authorized in writing the employment of counsel for the Issuer Indemnitee. The indemnity, reimbursement and contribution obligations of the Dealer hereunder shall be in addition to any other liability the Dealer may otherwise have to an an Issuer Indemnitee and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Dealer and any Issuer Indemnitee. The Dealer agrees that without the Issuer’s prior written consent, it will not settle, compromise or consent to the entry of any judgment in any Claim in respect of which indemnification may be sought under the indemnification provision of the Agreement (whether or not the Issuer or any other Indemnitee is an actual or potential party to such Claim), unless such settlement, compromise or
|
D x 360
|
x 100
|
360 - (D x M)
|
D x N
|
x 100
|
360 - (D x M)
|
1.
|
Offers, Sales and Resales of Notes.
|
1.1
|
While (i) the Issuer has and shall have no obligation to sell the Notes to the Dealer or to permit the Dealer to arrange any sale of the Notes for the account of the Issuer, and (ii) the Dealer has and shall have no obligation to purchase the Notes from the Issuer or to arrange any sale of the Notes for the account of the Issuer, the parties hereto agree that in any case where the Dealer purchases Notes from the Issuer, or arranges for the sale of Notes by the Issuer, such Notes will be purchased or sold by the Dealer in reliance on the representations, warranties, covenants and agreements of the Issuer contained herein or made pursuant hereto and on the terms and conditions and in the manner provided herein.
|
1.2
|
So long as this Agreement shall remain in effect, and in addition to the limitations contained in Section 1.7 hereof, the Issuer shall not, without the consent of the Dealer, offer, solicit or accept offers to purchase, or sell, any Notes except (a) in transactions with one or more dealers which may from time to time after the date hereof become dealers with respect to the Notes by executing with the Issuer one or more agreements which contain provisions substantially identical to those contained in Section 1 of this Agreement, of which the Issuer hereby undertakes to provide the Dealer prompt notice or (b) in transactions with the other dealers listed on the Addendum hereto, which have executed agreements with the Issuer which contain provisions substantially identical to Section 1 of this Agreement. In no event shall the Issuer offer, solicit or accept offers to purchase, or sell, any Notes directly on its own behalf in transactions with persons other than broker-dealers as specifically permitted in this Section 1.2.
|
1.3
|
The Notes shall be in a minimum denomination of $250,000 or integral multiples of $1,000 in excess thereof, will bear such interest rates, if interest bearing, or will be sold at such discount from their face amounts, as shall be agreed upon by the Dealer and the Issuer, shall have a maturity not exceeding 397 days from the date of issuance and may have such terms as are specified in Exhibit C hereto or the Private Placement Memorandum. The Notes shall not contain any provision for extension, renewal or automatic “rollover.”
|
1.4
|
The authentication and issuance of, and payment for, the Notes shall be effected in accordance with the Issuing and Paying Agency Agreement, and the Notes shall be either individual physical certificates or book-entry notes evidenced by one or more master notes (each, a
|
1.5
|
If the Issuer and the Dealer shall agree on the terms of the purchase of any Note by the Dealer or the sale of any Note arranged by the Dealer (including, but not limited to, agreement with respect to the date of issue, purchase price, principal amount, maturity and interest rate or interest rate index and margin (in the case of interest-bearing Notes) or discount thereof (in the case of Notes issued on a discount basis), and appropriate compensation for the Dealer’s services hereunder) pursuant to this Agreement, the Issuer shall cause such Note to be issued and delivered in accordance with the terms of the Issuing and Paying Agency Agreement and payment for such Note shall be made by the purchaser thereof, either directly or through the Dealer, to the Issuing and Paying Agent, for the account of the Issuer. Except as otherwise agreed, in the event that the Dealer is acting as an agent of the Issuer and a purchaser shall either fail to accept delivery of or make payment for a Note on the date fixed for settlement, the Dealer shall promptly notify the Issuer, and if the Dealer has theretofore paid the Issuer for the Note, the Issuer will promptly return such funds to the Dealer against its return of the Note to the Issuer, in the case of a certificated Note, and upon notice of such failure in the case of a book-entry Note. If such failure occurred for any reason other than default by the Dealer, the Issuer shall reimburse the Dealer on an equitable basis for the Dealer’s loss of the use of such funds for the period such funds were credited to the Issuer’s account.
|
1.6
|
The Dealer and the Issuer hereby establish and agree to observe the following procedures in connection with offers, sales and subsequent resales or other transfers of the Notes:
|
(a)
|
Offers and sales of the Notes by or through the Dealer shall be made by the Dealer only to: (i) investors reasonably believed by the Dealer to be Qualified Institutional Buyers or Institutional Accredited Investors and (ii) non-bank fiduciaries or agents that will be purchasing Notes for one or more accounts, each of which is reasonably believed by the Dealer to be an Institutional Accredited Investor.
|
(b)
|
Resales and other transfers of the Notes by the holders thereof shall be made only in accordance with the restrictions in the legend described in clause (e) below.
|
(c)
|
No general solicitation or general advertising shall be used in connection with the offering of the Notes. Without limiting the generality of the foregoing, the Issuer shall not issue any press release or place or publish any “tombstone” or other advertisement relating to the Notes without promptly providing notice to the Dealer. The Dealer shall not issue any press release or publish any “tombstone” or other advertisement relating to the Notes without the prior written consent of the Issuer.
|
(d)
|
No sale of Notes to any one purchaser shall be for less than $250,000 principal or face amount, and no Note shall be issued in a smaller principal or face amount. If the purchaser is a non-bank fiduciary acting on behalf of others, each person for whom such purchaser is acting must purchase at least $250,000 principal or face amount of Notes.
|
(e)
|
Offers and sales of the Notes by the Issuer through the Dealer acting as agent for the Issuer shall be subject to the restrictions described in the legend appearing on Exhibit A hereto. A
|
(f)
|
The Dealer shall furnish or shall have furnished to each purchaser of Notes for which it has acted as the Dealer a copy of the then-current Private Placement Memorandum unless such purchaser has previously received a copy of the Private Placement Memorandum as then in effect. The Private Placement Memorandum shall expressly state that any person to whom Notes are offered shall have an opportunity to ask questions of, and receive information from, the Issuer and the Dealer and shall provide the names, addresses and telephone numbers of the persons from whom information regarding the Issuer may be obtained.
|
(g)
|
The Issuer agrees, for the benefit of the Dealer and each of the holders and prospective purchasers from time to time of the Notes that, if at any time the Issuer shall not be subject to Section 13 or 15(d) of the Exchange Act, the Issuer will furnish, upon request and at its expense, to the Dealer and to holders and prospective purchasers of Notes information required by Rule 144A(d)(4)(i) in compliance with Rule 144A(d).
|
(h)
|
In the event that any Note offered or to be offered by the Dealer would be ineligible for resale under Rule 144A, the Issuer shall immediately notify the Dealer (by telephone, confirmed in writing) of such fact and shall promptly prepare and deliver to the Dealer an amendment or supplement to the Private Placement Memorandum describing the Notes that are ineligible, the reason for such ineligibility and any other relevant information relating thereto.
|
(i)
|
The Issuer represents that it is not currently issuing commercial paper in the United States market in reliance upon the exemption provided by Section 3(a)(3) of the Securities Act. The Issuer agrees that, if it shall issue commercial paper after the date hereof in reliance upon such exemption, the Issuer will comply with each of the requirements of Section 3(a)(3) of the Securities Act in selling commercial paper or other short-term debt securities other than the Notes in the United States.
|
(j)
|
The Dealer hereby agrees with the Issuer not to offer or sell any Notes in a manner that would make unavailable the private offering exemption contained in Section 4(a)(2) of the Securities Act and Rule 144A thereunder.
|
1.7
|
The Issuer hereby represents and warrants to the Dealer, in connection with offers, sales and resales of Notes, as follows:
|
(a)
|
The Issuer hereby confirms to the Dealer that within the preceding six months, neither the Issuer nor any person other than the Dealer or the other dealers referred to in Section 1.2 hereof acting on behalf of the Issuer has offered or sold any Notes, or any substantially similar security of the Issuer (including, without limitation, medium-term notes issued by the Issuer), to, or solicited offers to buy any such security from, any person other than the Dealer or the other dealers referred to in Section 1.2 hereof. The Issuer also agrees that (except as permitted by Section 1.6(i)), as long as the Notes are being offered for sale by the Dealer and
|
(b)
|
The Issuer represents and agrees that the proceeds of the sale of the Notes are not currently contemplated to be used for the purpose of buying, carrying or trading securities within the meaning of Regulation T and the interpretations thereunder by the Board of Governors of the Federal Reserve System. In the event that the Issuer determines to use such proceeds for the purpose of buying, carrying or trading securities, whether in connection with an acquisition of another company or otherwise, the Issuer shall give the Dealer at least five business days’ prior written notice to that effect. The Issuer shall also give the Dealer prompt notice of the actual date that it commences to purchase such securities with the proceeds of the Notes. Thereafter, in the event that the Dealer purchases Notes as principal and does not resell such Notes on the day of such purchase, to the extent necessary to comply with Regulation T and the interpretations thereunder, the Dealer will sell such Notes either (i) only to offerees it reasonably believes to be Qualified Institutional Buyers or to Qualified Institutional Buyers it reasonably believes are acting for other Qualified Institutional Buyers, in each case in accordance with Rule 144A or (ii) in a manner which would not cause a violation of Regulation T and the interpretations thereunder.
|
1.8
|
The Dealer hereby agrees with the Issuer that the Dealer will only offer or sell any Notes in a manner consistent with the provisions of Sections 1.1 through 1.7.
|
1.9
|
In the case of any agreement by the Dealer to purchase a Note hereunder (other than as agent) which provides for a settlement date that is three New York Business Days or more after the date of such agreement, the obligation of the Dealer to purchase the Note under such agreement shall be subject to the conditions set forth on Exhibit D.
|
2.
|
Representations and Warranties of Issuer.
|
2.1
|
The Issuer is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all the requisite power and authority to execute, deliver and perform its obligations under the Notes, this Agreement and the Issuing and Paying Agency Agreement.
|
2.2
|
This Agreement and the Issuing and Paying Agency Agreement have been duly authorized, executed and delivered by the Issuer and constitute legal, valid and binding obligations of the Issuer enforceable against the Issuer in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).
|
2.3
|
The Notes have been duly authorized, and when issued as provided in the Issuing and Paying Agency Agreement, will be duly and validly issued and will constitute legal, valid and binding obligations of the Issuer enforceable against the Issuer in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).
|
2.4
|
The offer and sale of the Notes in the manner contemplated hereby do not require registration of the Notes under the Securities Act, pursuant to the exemption from registration contained in Section 4(a)(2) thereof, and no indenture in respect of the Notes is required to be qualified under the Trust Indenture Act of 1939, as amended.
|
2.5
|
The Notes will rank at least pari passu with all other unsecured and unsubordinated indebtedness of the Issuer.
|
2.6
|
No consent or action of, or filing or registration with, any governmental or public regulatory body or authority, including the SEC, is required to authorize, or is otherwise required in connection with the execution, delivery or performance of, this Agreement, the Notes or the Issuing and Paying Agency Agreement, except as may be required by the securities or Blue Sky laws of the various states in connection with the offer and sale of the Notes.
|
2.7
|
Neither the execution and delivery of this Agreement and the Issuing and Paying Agency Agreement, nor the issuance of the Notes in accordance with the Issuing and Paying Agency Agreement, nor the fulfillment of or compliance with the terms and provisions hereof or thereof by the Issuer, will (i) result in the creation or imposition of any mortgage, lien, charge or encumbrance of any nature whatsoever upon any of the properties or assets of the Issuer, or (ii) violate or result in a breach or a default under any of the terms of the Issuer’s charter documents or by-laws, any contract or instrument to which the Issuer is a party or by which it or its property is bound, or any law or regulation, or any order, writ, injunction or decree of any court or government instrumentality, to which the Issuer is subject or by which it or its property is bound, which breach or default might have a material adverse effect on the ability of the Issuer to perform its obligations under this Agreement, the Notes or the Issuing and Paying Agency Agreement.
|
2.8
|
There is no litigation or governmental proceeding pending, or to the knowledge of the Issuer threatened, against or affecting the Issuer or any of its subsidiaries which might result in a material adverse change in the ability of the Issuer to perform its obligations under this Agreement, the Notes or the Issuing and Paying Agency Agreement.
|
2.9
|
The Issuer is not an “investment company” within the meaning of the Investment Company Act of 1940, as amended.
|
2.10
|
Neither the Private Placement Memorandum nor the Issuer Information contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
|
2.11
|
Each (a) issuance and sale of Notes by the Issuer hereunder and (b) amendment or supplement of the Private Placement Memorandum shall be deemed a representation and warranty by the Issuer to the Dealer, as of the date and time thereof, that, both before and after giving effect to such issuance and sale and after giving effect to such amendment or supplement, (i) the representations and warranties given by the Issuer set forth in this Section 2 remain true and correct on and as of such date and time as if made on and as of such date and at such time, (ii) in the case of an issuance of Notes, the Notes being issued on such date have been duly and validly issued and constitute legal, valid and binding obligations of the Issuer, enforceable against the Issuer in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law), (iii) in the case of an issuance or sale of Notes, since the date of the most recent Private Placement Memorandum, there has been no material adverse change in the condition (financial or otherwise) or operations of the Issuer which has not been disclosed to the Dealer in writing and (iv) the Issuer is not in default of any of its obligations hereunder, under the Notes or the Issuing and Paying Agency Agreement.
|
3.
|
Covenants and Agreements of Issuer.
|
3.1
|
The Issuer will give the Dealer prompt notice (but in any event prior to any subsequent issuance of Notes hereunder) of any amendment to, modification of or waiver with respect to, the Notes or the Issuing and Paying Agency Agreement, including a complete copy of any such amendment, modification or waiver.
|
3.2
|
The Issuer shall, whenever there shall occur any change in the Issuer’s condition (financial or otherwise) or operations or any development or occurrence in relation to the Issuer that would have a material adverse effect on the holders of the Notes or on potential holders of the Notes, promptly, and in any event prior to any subsequent issuance of Notes hereunder, notify the Dealer (by telephone, confirmed in writing) of such change, development or occurrence.
|
3.3
|
The Issuer shall from time to time furnish to the Dealer such public information as the Dealer may reasonably request regarding (i) the Issuer’s operations and financial condition, (ii) the due authorization and execution of the Notes and (iii) the Issuer’s ability to pay the Notes as they mature.
|
3.4
|
The Issuer will take all such action as the Dealer may reasonably request to ensure that each offer and each sale of the Notes will comply with any applicable state Blue Sky laws; provided, however, that the Issuer shall not be obligated to file any general consent to service of process or
|
3.5
|
The Issuer will not be in default of any of its obligations hereunder, under the Notes or under the Issuing and Paying Agency Agreement, at any time that any of the Notes are outstanding.
|
3.6
|
The Issuer shall not issue or sell Notes hereunder until the Dealer shall have received (a) an opinion of counsel to the Issuer, addressed to the Dealer, reasonably satisfactory in form and substance to the Dealer, (b) a copy of the executed Issuing and Paying Agency Agreement as then in effect, (c) a copy of resolutions adopted by the Board of Directors of the Issuer, reasonably satisfactory in form and substance to the Dealer and certified by the Secretary or similar officer of the Issuer, authorizing execution and delivery by the Issuer of this Agreement, the Issuing and Paying Agency Agreement and the Notes and consummation by the Issuer of the transactions contemplated hereby and thereby, (d) prior to the issuance of any book-entry Notes represented by a master note registered in the name of DTC or its nominee, a copy of the executed Letter of Representations among the Issuer, the Issuing and Paying Agent and DTC and of the executed master note, (e) prior to the issuance of any Notes in physical form, a copy of such form (unless attached to this Agreement or the Issuing and Paying Agency Agreement), (f) confirmation of the then current rating assigned to the Notes by each nationally recognized statistical rating organization then rating the Notes and (g) such other certificates, opinions, letters and documents as the Dealer shall have reasonably requested.
|
3.7
|
The Issuer shall reimburse the Dealer for all of the Dealer’s reasonable out-of-pocket expenses related to this Agreement, including expenses incurred in connection with its preparation and negotiation, and the transactions contemplated hereby (including, but not limited to, the printing and distribution of the Private Placement Memorandum), and, if applicable, for the reasonable fees and out-of-pocket expenses of the Dealer’s counsel.
|
3.8
|
The Issuer and the Dealer agree that the Issuer may, in accordance with the terms of this Section 3.8, from time to time replace the party which is then acting as Issuing and Paying Agent (the “Current Issuing and Paying Agent”) with another party (such other party, the “Replacement Issuing and Paying Agent”), and enter into an agreement with the Replacement Issuing and Paying Agent covering the provision of issuing and paying agency functions in respect of the Notes by the Replacement Issuing and Paying Agent (the “Replacement Issuing and Paying Agency Agreement”) (any such replacement, a “Replacement”).
|
(a)
|
From and after the effective date of any Replacement, except to the extent that the Issuing and Paying Agency Agreement provides that the Current Issuing and Paying Agent will continue to act in respect of Notes outstanding as of the effective date of such Replacement, the “Issuing and Paying Agent” for the Notes shall be deemed to be the Replacement Issuing and Paying Agent, all references to the “Issuing and Paying Agent” hereunder shall be deemed to refer to the Replacement Issuing and Paying Agent, and all references to the “Issuing and Paying Agency Agreement” hereunder shall be deemed to refer to the Replacement Issuing and Paying Agency Agreement.
|
(b)
|
From and after the effective date of any Replacement, the Issuer shall not issue any Notes hereunder unless and until the Dealer shall have received: (i) a copy of the executed Replacement Issuing and Paying Agency Agreement, (ii) a copy of the executed Letter of Representations among the Issuer, the Replacement Issuing and Paying Agent and DTC, (iii) a copy of the executed Master Note authenticated by the Replacement Issuing and Paying Agent and registered in the name of DTC or its nominee, (iv) an amendment or supplement to the Private Placement Memorandum describing the Replacement Issuing and Paying Agent as the Issuing and Paying Agent for the Notes, and reflecting any other changes thereto necessary in light of the Replacement so that the Private Placement Memorandum, as amended or supplemented, satisfies the requirements of this Agreement, and (v) a legal opinion of counsel to the Issuer, addressed to the Dealer, satisfactory in form and substance reasonably satisfactory to the Dealer, as to (a) the due authorization, delivery, validity and enforceability of Notes issued pursuant to the Replacement Issuing and Paying Agency Agreement, and (b) such other documentation as the Dealer may reasonably request.
|
4.
|
Disclosure.
|
4.1
|
The Private Placement Memorandum and its contents (other than the Dealer Information) shall be the sole responsibility of the Issuer. The Private Placement Memorandum shall contain a statement expressly offering an opportunity for each prospective purchaser to ask questions of, and receive answers from, the Issuer concerning the offering of Notes and to obtain relevant additional information which the Issuer possesses or can acquire without unreasonable effort or expense.
|
4.2
|
The Issuer agrees to promptly furnish the Dealer the Issuer Information as it becomes available.
|
4.3
|
(a) The Issuer further agrees to notify the Dealer promptly upon the occurrence of any event relating to or affecting the Issuer that would cause the Issuer Information then in existence to include an untrue statement of a material fact or to omit to state a material fact necessary in order to make the statements contained therein, in light of the circumstances under which they are made, not misleading.
|
5.1
|
The Issuer will indemnify and hold harmless the Dealer, each individual, corporation, partnership, trust, association or other entity controlling the Dealer, any affiliate of the Dealer or any such controlling entity and their respective directors, officers, employees, partners, incorporators, shareholders, servants, trustees and agents (hereinafter the “Goldman Indemnitees”) against any and all liabilities, penalties, suits, causes of action, losses, damages, claims, costs and expenses (including, without limitation, reasonable fees and disbursements of counsel) or judgments of whatever kind or nature (each a “Claim”), imposed upon, incurred by or asserted against the Goldman Indemnitees arising out of or based upon (i) any allegation that the Private Placement Memorandum, the Issuer Information or any other written information provided by the Issuer to the Dealer included (as of any relevant time) or includes an untrue statement of a material fact or omitted (as of any relevant time) or omits to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading or (ii) arising out of or based upon the breach by the Issuer of any agreement, covenant or representation made in or pursuant to this Agreement which has a material adverse effect on the Dealer or on the holders of the Notes; provided that this indemnification shall not apply to the extent that the Claim arises out of or is based upon Dealer Information. For the avoidance of doubt, it is agreed that Dealer Information consists of the logo of the Dealer and the contact information to obtain additional information, in each case as provided in the Private Placement Memorandum. Notwithstanding the foregoing, it is agreed that the obligations of the Issuer under Section 5.1(ii) shall not extend to the Dealer’s gross negligence or willful misconduct in the performance of its obligations under this Agreement.
|
5.2
|
The Dealer will indemnify and hold harmless the Issuer, each individual, corporation, partnership, trust, association or other entity controlling the Issuer, any affiliate of the Issuer or any such controlling entity and their respective directors, officers, employees, partners, incorporators, shareholders, servants, trustees and agents (hereinafter the “Issuer Indemnitees” against any Claim imposed upon, incurred by or asserted against the Issuer Indemnitees arising out of or based upon any allegation that the Dealer Information included (as of any relevant time) or includes an untrue statement of a material fact or omitted (as of any relevant time) or omits to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
|
5.3
|
Provisions relating to claims made for indemnification under this Section 5 are set forth on Exhibit B to this Agreement.
|
5.4
|
In order to provide for just and equitable contribution in circumstances in which the indemnification provided for in this Section 5 is held to be unavailable or insufficient to hold harmless the Indemnitees in respect of any Claim (although otherwise applicable in accordance with the terms of this Section 5), the Goldman Indemnitees on the one hand, and any Issuer
|
6.1
|
“Claim” shall have the meaning set forth in Section 5.1.
|
6.2
|
“Dealer Information” shall mean material concerning the Dealer provided by the Dealer in writing expressly for inclusion in the Private Placement Memorandum.
|
6.3
|
“Exchange Act” shall mean the U.S. Securities Exchange Act of 1934, as amended.
|
6.4
|
“Goldman Indemnitees” shall have the meaning set forth in Section 5.1.
|
6.5
|
“Indemnitee” shall mean a Goldman Indemnitee or an Issuer Indemnitee.
|
6.6
|
“Institutional Accredited Investor” shall mean an institutional investor that is an accredited investor within the meaning of Rule 501 under the Securities Act and that has such knowledge and experience in financial and business matters that it is capable of evaluating and bearing the economic risk of an investment in the Notes, including, but not limited to, a bank, as defined in Section 3(a)(2) of the Securities Act, or a savings and loan association or other institution, as defined in Section 3(a)(5)(A) of the Securities Act, whether acting in its individual or fiduciary capacity.
|
6.7
|
“Issuer Indemnitees” shall have the meaning set forth in Section 5.2.
|
6.8
|
“Issuer Information” at any given time shall mean the Private Placement Memorandum together with, to the extent applicable, (i) the Issuer’s most recent report on Form 10-K filed with the SEC and each report on Form 10-Q or 8-K filed by the Issuer with the SEC since the most recent Form 10-K, (ii) the Issuer’s most recent annual audited financial statements and each interim financial statement or report prepared subsequent thereto, if not included in item (i) above, (iii) the Issuer’s and its affiliates’ other publicly available recent reports, including, but not limited to, any publicly available filings or reports provided to their respective shareholders, (iv) any other information or disclosure prepared pursuant to Section 4.3 hereof and (v) any information prepared or approved in writing by the Issuer for dissemination to investors or potential investors in the Notes.
|
6.9
|
“Issuing and Paying Agency Agreement” shall mean the issuing and paying agency agreement, dated as of September 26, 2014, between the Issuer and Bank of America, National Association, as the issuing and paying agent, as such agreement may be amended or supplemented from time to time, or any Replacement Issuing and Paying Agency Agreement entered into pursuant to Section 3.8 hereof..
|
6.10
|
“Issuing and Paying Agent” shall mean the party designated as issuing and paying agent under the Issuing and Paying Agency Agreement, or any successor thereto in accordance with the Issuing and Paying Agency Agreement, or any Replacement Issuing and Paying Agent..
|
6.11
|
“Non-bank fiduciary or agent” shall mean a fiduciary or agent other than (a) a bank, as defined in Section 3(a)(2) of the Securities Act, or (b) a savings and loan association, as defined in Section 3(a)(5)(A) of the Securities Act.
|
6.12
|
“Private Placement Memorandum” shall mean offering materials prepared in accordance with Section 4 (including materials referred to therein or incorporated by reference therein, if any) provided to purchasers and prospective purchasers of the Notes, and shall include amendments and supplements thereto which may be prepared from time to time in accordance with this Agreement (other than any amendment or supplement that has been completely superseded by a later amendment or supplement).
|
6.13
|
“Qualified Institutional Buyer” shall have the meaning assigned to that term in Rule 144A under the Securities Act.
|
6.14
|
“Rule 144A” shall mean Rule 144A under the Securities Act.
|
6.15
|
“SEC” shall mean the U.S. Securities and Exchange Commission.
|
6.16
|
“Securities Act” shall mean the U.S. Securities Act of 1933, as amended.
|
7.1
|
Unless otherwise expressly provided herein, all notices under this Agreement to parties hereto shall be in writing and shall be effective when received at the address of the respective party set forth in the Addendum to this Agreement.
|
7.2
|
This Agreement shall be governed by and construed in accordance with the laws of the State of New York.
|
7.3
|
(a) The Issuer agrees that any suit, action or proceeding brought by the Issuer against the Dealer in connection with or arising out of this Agreement or the Notes or the offer and sale of the Notes shall be brought solely in the United States federal courts located in the Borough of Manhattan or the courts of the State of New York located in the Borough of Manhattan. EACH OF THE DEALER AND THE ISSUER WAIVES ITS RIGHT TO TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
|
7.4
|
This Agreement may be terminated, at any time, by the Issuer, upon one business day’s prior notice to such effect to the Dealer, or by the Dealer upon one business day’s prior notice to such effect to the Issuer. Any such termination, however, shall not affect the obligations of the Issuer under Sections 3.7, 4.3, 5 and 7.3 hereof or the respective representations, warranties,
|
7.5
|
This Agreement is not assignable by either party hereto without the written consent of the other party; provided, however, that the Dealer may assign its rights and obligations under this Agreement to any affiliate of the Dealer.
|
7.6
|
This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.
|
7.7
|
This Agreement is for the exclusive benefit of the parties hereto, and their respective permitted successors and assigns hereunder, and shall not be deemed to give any legal or equitable right, remedy or claim to any other person whatsoever.
|
7.8
|
The Issuer acknowledges and agrees that in connection with this purchase and sale of the Notes or any other services the Dealer may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Dealer: (i) no fiduciary or agency relationship between the Issuer and any other person, on the one hand, and the Dealer, on the other, exists; (ii) the Dealer is not acting as advisor, expert or otherwise, to the Issuer, including, without limitation, with respect to the determination of the offering price of the Notes, and such relationship between the Issuer, on the one hand, and the Dealer, on the other, is entirely and solely commercial, based on arms-length negotiations; (iii) any duties and obligations that the Dealer may have to the Issuer shall be limited to those duties and obligations specifically stated herein; and (iv) the Dealer and their respective affiliates may have interests that differ from those of the Issuer. The Issuer hereby waives any claims that the Issuer may have against the Dealer with respect to any breach of fiduciary duty in connection with the purchase and sale of the Notes.
|
CME Group Inc.
,
as
Issuer
|
Goldman, Sachs & Co.,
as Dealer
|
By:
/s/ James A. Pribel
|
By:
/s/ Susan Dowling
|
Name:
James A. Pribel
|
Name:
Susan Dowling
|
Title:
Executive Director & Treasurer
|
Title:
Authorized Signatory
|
1.
|
The other dealers referred to in clause (b) of Section 1.2 of the Agreement are Barclays Capital Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated.
|
2.
|
The addresses of the respective parties for purposes of notices under Section 7.1 are as follows:
|
(a)
|
The Issuer agrees to reimburse each Goldman Indemnitee for all reasonable expenses (including reasonable fees and disbursements of external counsel) as they are incurred by it in connection with investigating or defending any loss, claim, damage, liability or action in respect of which indemnification may be sought under Section 5.1 of the Agreement (whether or not it is a party to any such proceedings).
|
(b)
|
Promptly after receipt by a Goldman Indemnitee of notice of the existence of a Claim arising under Section 5.1 of the Agreement, such Goldman Indemnitee will, if a claim in respect thereof is to be made against the Issuer, notify the Issuer in writing of the existence thereof; provided that (i) the omission so to notify the Issuer will not relieve the Issuer from any liability which it may have hereunder unless and except to the extent it did not otherwise learn of such Claim and such failure results in the forfeiture by the Issuer of substantial rights and defenses, and (ii) the omission so to notify the Issuer will not relieve it from liability which it may have to a Goldman Indemnitee otherwise than on account of this indemnity agreement. In case any such Claim is made against any Goldman Indemnitee and it notifies the Issuer of the existence thereof, the Issuer will be entitled to participate therein, and to the extent that it may elect by written notice delivered to the Goldman Indemnitee, to assume the defense thereof, with counsel reasonably satisfactory to such Goldman Indemnitee; provided that if the defendants in any such Claim include both the Goldman Indemnitee and the Issuer, and the Goldman Indemnitee shall have concluded that there may be legal defenses available to it which are different from or additional to those available to the Issuer, the Issuer shall not have the right to direct the defense of such Claim on behalf of such Goldman Indemnitee, and the Goldman Indemnitee shall have the right to select separate counsel to assert such legal defenses on behalf of such Goldman Indemnitee. Upon receipt of notice from the Issuer to such Goldman Indemnitee of the Issuer’s election so to assume the defense of such Claim and approval by the Goldman Indemnitee of counsel, the Issuer will not be liable to such Goldman Indemnitee for expenses incurred thereafter by the Goldman Indemnitee in connection with the defense thereof (other than reasonable costs of investigation) unless (i) the Goldman Indemnitee shall have employed separate counsel in connection with the assertion of legal defenses in accordance with the proviso to the next preceding sentence (it being understood, however, that the Issuer shall not be liable for the expenses of more than one separate counsel (in addition to any local counsel in the jurisdiction in which any Claim is brought), approved by the Dealer, representing the Goldman Indemnitee who is party to such Claim), (ii) the Issuer shall not have employed counsel reasonably satisfactory to the Goldman Indemnitee to represent the Goldman Indemnitee within a reasonable time after notice of existence of the Claim or (iii) the Issuer has authorized in writing the employment of counsel for the Goldman Indemnitee. The indemnity, reimbursement and contribution obligations of the Issuer hereunder shall be in addition to any other liability the Issuer may otherwise have to a Goldman Indemnitee and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Issuer and any Indemnitee. The Issuer agrees that without the Dealer’s prior written consent, it will not settle, compromise or consent to the entry of any judgment in any Claim in respect of which indemnification may be sought under the indemnification provision of the Agreement (whether or not the Dealer or any other Indemnitee is an actual or potential party to such
|
(c)
|
The Dealer agrees to reimburse each Issuer Indemnitee for all reasonable expenses (including reasonable fees and disbursements of external counsel) as they are incurred by it in connection with investigating or defending any loss, claim, damage, liability or action in respect of which indemnification may be sought under Section 5.2 of the Agreement (whether or not it is a party to any such proceedings).
|
(d)
|
Promptly after receipt by an Issuer Indemnitee of notice of the existence of a Claim arising under Section 5.2 of the Agreement, such Issuer Indemnitee will, if a claim in respect thereof is to be made against the Dealer, notify the Dealer in writing of the existence thereof; provided that (i) the omission so to notify the Dealer will not relieve the Dealer from any liability which it may have hereunder unless and except to the extent it did not otherwise learn of such Claim and such failure results in the forfeiture by the Dealer of any of its rights and defenses that it reasonably deems to be material, and (ii) the omission so to notify the Dealer will not relieve it from liability which it may have to an Issuer Indemnitee otherwise than on account of this indemnity agreement. In case any such Claim is made against any Issuer Indemnitee and it notifies the Dealer of the existence thereof, the Dealer will be entitled to participate therein, and to the extent that it may elect by written notice delivered to the Issuer Indemnitee, to assume the defense thereof, with counsel reasonably satisfactory to such Issuer Indemnitee; provided that if the defendants in any such Claim include both the Issuer Indemnitee and the Dealer, and the Issuer Indemnitee shall have concluded that there may be legal defenses available to it which are different from or additional to those available to the Dealer, the Dealer shall not have the right to direct the defense of such Claim on behalf of such Issuer Indemnitee, and the Issuer Indemnitee shall have the right to select separate counsel to assert such legal defenses on behalf of such Issuer Indemnitee. Upon receipt of notice from the Dealer to such Issuer Indemnitee of the Dealer’s election so to assume the defense of such Claim and approval by the Issuer Indemnitee of counsel, the Dealer will not be liable to such Issuer Indemnitee for expenses incurred thereafter by the Issuer Indemnitee in connection with the defense thereof (other than reasonable costs of investigation) unless (i) the Issuer Indemnitee shall have employed separate counsel in connection with the assertion of legal defenses in accordance with the proviso to the next preceding sentence (it being understood, however, that the Dealer shall not be liable for the expenses of more than one separate counsel (in addition to any local counsel in the jurisdiction in which any Claim is brought), approved by the Issuer, representing the Issuer Indemnitee who is party to such Claim), (ii) the Dealer shall not have employed counsel reasonably satisfactory to the Issuer Indemnitee to represent the Issuer Indemnitee within a reasonable time after notice of existence of the Claim or (iii) the Dealer has authorized in writing the employment of counsel for the Issuer Indemnitee. The indemnity, reimbursement and contribution obligations of the Dealer hereunder shall be in addition to any other liability the Dealer may otherwise have to an an Issuer Indemnitee and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Dealer and any Issuer Indemnitee. The Dealer agrees that without the Issuer’s prior written consent, it will not settle, compromise or consent to the entry of any judgment in any Claim in respect of which indemnification may be sought under the indemnification provision of the Agreement (whether or not the Issuer or any other Indemnitee is an actual or potential party to such Claim), unless such settlement, compromise or
|
D x 360
|
x 100
|
360 - (D x M)
|
D x N
|
x 100
|
360 - (D x M)
|
(a)
|
the representations and warranties given by the Issuer set forth above in Section 1.7 and Section 2 shall be true and correct on and as of the settlement date as if made on and as of such date, and the Issuer shall have performed all of its obligations hereunder to be performed as of such date,
|
(b)
|
since the date of the most recent Private Placement Memorandum, there shall have been no material adverse change in the condition (financial or otherwise), operations or business prospects of the Issuer (whether occurring before or after such agreement was entered into) which was not disclosed to the Dealer in writing prior to the time such agreement was entered into,
|
(c)
|
the Issuer shall not be in default of any of its obligations hereunder, under the Notes or under the Issuing and Paying Agency Agreement,
|
(d)
|
on or after the date of such agreement there shall not have occurred any of the following: (i) a suspension or material limitation in trading in securities generally on the New York Stock Exchange; (ii) a suspension or material limitation in trading in the securities on the New York Stock Exchange; (iii) a general moratorium on commercial banking activities declared by either Federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (iv) the outbreak or escalation of hostilities involving the United States or the declaration by the United States of a national emergency or war or (v) the occurrence of any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (iv) or (v) in the judgment of the Dealer makes it impracticable or inadvisable to proceed with the offering or the delivery of the Note on the terms and in the manner contemplated in the Private Placement Memorandum, and
|
(e)
|
on or after the date of such agreement, (i) no downgrading shall have occurred in the rating accorded the Issuer's debt securities by any nationally recognized statistical rating organization and (ii) no such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Issuer's debt securities.
|
A.
|
Amount of Severance Pay
.
|
Years of Service
|
Severance Pay
|
|
|
Less than Five
|
10 weeks of Base Salary
|
|
|
Five to Nine
|
20 weeks of Base Salary
|
|
|
Ten to Fourteen
|
30 weeks of Base Salary
|
|
|
Fifteen or more
|
39 weeks of Base Salary
|
B.
|
Supplemental Severance Benefits
.
|
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.
|
A.
|
Amount of Severance Pay
.
|
Years of Service
|
Severance Pay
|
|
|
Less than Five
|
10 weeks of Base Salary
|
|
|
Five to Nine
|
20 weeks of Base Salary
|
|
|
Ten to Fourteen
|
30 weeks of Base Salary
|
|
|
Fifteen or more
|
39 weeks of Base Salary
|
B.
|
Supplemental Severance Benefits
.
|
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.
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||
Income before income taxes
|
$
|
1,771.4
|
|
|
$
|
1,601.0
|
|
|
$
|
1,693.4
|
|
|
$
|
1,936.5
|
|
|
$
|
1,721.9
|
|
Add back:
|
|
|
|
|
|
|
|
|
|
||||||||||
Share of losses on equity investees
(2)
|
6.5
|
|
|
6.4
|
|
|
5.5
|
|
|
5.9
|
|
|
7.2
|
|
|||||
Amortization of capitalized interest
|
0.3
|
|
|
0.2
|
|
|
0.2
|
|
|
0.2
|
|
|
0.1
|
|
|||||
Distributed income from equity investees
|
76.2
|
|
|
68.5
|
|
|
14.9
|
|
|
—
|
|
|
—
|
|
|||||
Subtract:
|
|
|
|
|
|
|
|
|
|
||||||||||
Share of earnings of equity investees
(2)
|
(91.3
|
)
|
|
(76.9
|
)
|
|
(36.2
|
)
|
|
(1.6
|
)
|
|
(0.8
|
)
|
|||||
Capitalized interest
|
—
|
|
|
—
|
|
|
(0.6
|
)
|
|
(1.0
|
)
|
|
(0.3
|
)
|
|||||
Earnings Before Income Taxes
|
1,763.1
|
|
|
1,599.2
|
|
|
1,677.2
|
|
|
1,940.0
|
|
|
1,728.1
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Plus:
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
119.4
|
|
|
151.4
|
|
|
132.7
|
|
|
117.9
|
|
|
140.6
|
|
|||||
Interest expense within rent
|
15.5
|
|
|
13.9
|
|
|
11.7
|
|
|
11.2
|
|
|
10.5
|
|
|||||
Adjusted Earnings
|
$
|
1,898.0
|
|
|
$
|
1,764.5
|
|
|
$
|
1,821.6
|
|
|
$
|
2,069.1
|
|
|
$
|
1,879.2
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fixed Charges
|
$
|
134.9
|
|
|
$
|
165.3
|
|
|
$
|
144.4
|
|
|
$
|
129.1
|
|
|
$
|
151.1
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Ratio of Earnings to Fixed Charges
|
14.07
|
|
|
10.67
|
|
|
12.62
|
|
|
16.02
|
|
|
12.44
|
|
Name of Subsidiary*
|
Jurisdiction of Incorporation or Organization
|
Board of Trade of the City of Chicago, Inc.
|
Delaware
|
Cheetah Acquisition Corp.
|
Delaware
|
Cheetah Acquisition LLC
|
Delaware
|
Chicago Mercantile Exchange Inc.
|
Delaware
|
Chicago Mercantile Exchange Korea Inc.
|
Republic of Korea
|
Chicago Mercantile Exchange Luxembourg Holdings S.à.r.l.
|
Luxembourg
|
Chicago Mercantile Exchange Luxembourg S.à.r.l.
|
Luxembourg
|
CME Benchmark Europe Limited
|
United Kingdom
|
CME Clearing Europe Limited
|
United Kingdom
|
CME Consulting (Beijing) Co. Ltd.
|
China
|
CME ECM Inc.
|
Delaware
|
CME Europe Limited
|
United Kingdom
|
CME Finance Holdings Limited
|
United Kingdom
|
CME Global Marketplace Inc.
|
Delaware
|
CME Group Asia Holdings Pte.Ltd
|
Singapore
|
CME Group Hong Kong Limited
|
Hong Kong
|
CME Group Index Services LLC
|
Delaware
|
CME Group International Market Data Limited
|
United Kingdom
|
CME Group Japan Kabushiki Kaisha
|
Japan
|
CME Group Marketing Canada Inc.
|
Canada
|
CME Group Singapore Operations Pte.Ltd.
|
Singapore
|
CME Group Strategic Investments LLC
|
Delaware
|
CME Interest Earning Facility for Customer-Segregated Funds, L.L.C.
|
Illinois
|
CME Interest Earning Facility for Proprietary Funds, L.L.C.
|
Illinois
|
CME Marketing Europe Limited
|
United Kingdom
|
CME Operations Limited
|
United Kingdom
|
CME Shareholder Servicing LLC
|
Illinois
|
CME Technology and Support Services Limited
|
United Kingdom
|
CME Trade Repository Limited
|
United Kingdom
|
CMEF Luxembourg S.a.r.l.
|
Luxembourg
|
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
|
Commodity Exchange, Inc.
|
New York
|
Commodore Acquisition Corp.
|
Delaware
|
Commodore Acquisition LLC
|
Delaware
|
ConfirmHub, LLC
|
Delaware
|
Elysian Systems Limited
|
United Kingdom
|
|
/s/ Phupinder S. Gill
|
|
|
Name:
|
Phupinder S. Gill
|
|
Title:
|
Chief Executive Officer
|
|
/s/ John W. Pietrowicz
|
|
|
Name:
|
John W. Pietrowicz
|
|
Title:
|
Chief Financial Officer
|
/s/ Phupinder S. Gill
|
|
Name:
|
Phupinder S. Gill
|
Title:
|
Chief Executive Officer
|
|
|
Date: February 26, 2015
|
|
|
|
/s/ John W. Pietrowicz
|
|
Name:
|
John W. Pietrowicz
|
Title:
|
Chief Financial Officer
|
|
|
Date: February 26, 2015
|