CME GROUP INC. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (form 10-Q) | MarketScreener


The following discussion is provided as a supplement to, and should be read in
conjunction with, the accompanying unaudited consolidated financial statements
and notes in this Quarterly Report on Form 10-Q and our Annual Report on Form
10-K for the year ended December 31, 2021, filed with the SEC on February 25,
2022.

References in this discussion and analysis to "we" and "our" are to CME Group
Inc. (CME Group) and its consolidated subsidiaries, collectively. References to
"exchange" are to Chicago Mercantile Exchange Inc. (CME), the Board of Trade of
the City of Chicago, Inc. (CBOT), New York Mercantile Exchange, Inc. (NYMEX),
and Commodity Exchange, Inc. (COMEX), collectively, unless otherwise noted.

RESULTS OF OPERATIONS

Financial Highlights


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

                                                     Quarter Ended                                            Six Months Ended
                                                       June 30,                                                   June 30,
(dollars in millions, except per
share data)                                     2022               2021               Change               2022               2021               Change
Total revenues                              $ 1,237.2          $ 1,179.2                    5  %       $ 2,583.8          $ 2,432.5                    6  %
Total expenses                                  487.5              504.5                   (3)             975.0            1,032.7                   (6)
Operating margin                                 60.6  %            57.2  %                                 62.3  %            57.5  %
Non-operating income (expense)              $   117.0          $    51.4                  128          $   174.2          $    78.6                  

122

Effective tax rate                               23.6  %            29.7  %                                 23.0  %            26.6  %

Net income attributable to CME Group $ 662.5 $ 510.3

                30          $ 1,373.5          $ 1,084.7                   

27

Diluted earnings per common share
attributable to CME Group                        1.82               1.42                   28               3.78               3.02                   

25

Cash flows from operating activities                                                                     1,416.7            1,102.5                   28


Revenues

                                                   Quarter Ended                                            Six Months Ended
                                                     June 30,                                                   June 30,
(dollars in millions)                         2022               2021               Change               2022               2021               Change
Clearing and transaction fees             $ 1,024.6          $   929.9                   10  %       $ 2,162.7          $ 1,936.9                   12  %
Market data and information
services                                      151.7              145.2                    4              303.4              289.4                    5
Other                                          60.9              104.1                  (41)             117.7              206.2                  (43)
Total Revenues                            $ 1,237.2          $ 1,179.2                    5          $ 2,583.8          $ 2,432.5                    6

Clearing and Transaction Fees

Futures and Options Contracts


The following table summarizes our total contract volume, revenue and average
rate per contract for futures and options. Total contract volume includes
contracts that are traded on our exchange and cleared through our clearing house
and certain cleared-only contracts. Volume is measured in round turns, which is
considered a completed transaction that involves a purchase and an offsetting
sale of a contract. Average rate per contract is determined by dividing total
clearing and transaction fees by total contract volume. Contract volume and
average rate per contract disclosures exclude trading volume for the cash
markets business and interest rate swaps volume.

                                                  Quarter Ended                                           Six Months Ended
                                                    June 30,                                                  June 30,
                                             2022              2021               Change               2022               2021               Change
Total contract volume (in millions)        1,429.4           1,161.6                   23  %         3,036.5            2,493.0                   22  %
Clearing and transaction fees (in
millions)                                 $  925.4          $  807.3                   15          $ 1,959.8          $ 1,682.9                   16
Average rate per contract                 $  0.647          $  0.695                   (7)         $   0.645          $   0.675                   (4)




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We estimate the following net changes in clearing and transaction fees based on
changes in total contract volume and changes in average rate per contract for
futures and options during the second quarter and first six months of 2022 when
compared with the same periods in 2021.

                                                                          Quarter          Six Months
(in millions)                                                              Ended             Ended
Increases due to changes in total contract volumes                      $  173.4          $   350.7
Decreases due to changes in average rate per contract                      (55.3)             (73.8)
Net increases in clearing and transaction fees                          $  

118.1 $ 276.9



Average rate per contract is impacted by our rate structure, including
volume-based incentives; product mix; trading venue, and the percentage of
volume executed by customers who are members compared with non-member customers.
Due to the relationship between average rate per contract and contract volume,
the change in clearing and transaction fees attributable to changes in each is
only an approximation.

Contract Volume

The following table summarizes average daily contract volume. Contract volume
can be influenced by many factors, including political and economic conditions,
the regulatory environment and market competition.

                                                         Quarter Ended                                           Six Months Ended
                                                            June 30,                                                 June 30,
(amounts in thousands)                              2022                2021             Change              2022                2021             Change
Average Daily Volume by Product Line:
Interest rates                                         10,630              8,581             24  %              11,558              9,450             22  %
Equity indexes                                          7,751              4,926             57                  7,851              5,512             42
Foreign exchange                                          950                769             24                    927                810             14
Agricultural commodities                                1,308              1,631            (20)                 1,391              1,552            (10)
Energy                                                  1,932              1,963             (2)                 2,223              2,160              3
Metals                                                    484                568            (15)                   538                621            (13)
Aggregate average daily volume                         23,055             18,438             25                 24,488             20,105             

22

Average Daily Volume by Venue:
CME Globex                                             21,531             17,223             25                 22,796             18,803             21
Open outcry                                               725                646             12                    878                662             33
Privately negotiated                                      799                569             40                    814                640             27
Aggregate average daily volume                         23,055             18,438             25                 24,488             20,105             

22

Electronic Volume as a Percentage of
Total Volume                                              93%              93  %                                   93%              94  %


Overall market volatility increased throughout the second quarter and first six
months of 2022 following lower overall volatility in the same periods in 2021.
In the first half of 2022, interest rate volatility was higher as result of a
change in market expectations regarding the Federal Reserve's interest rate
policy following higher than expected inflation levels. In June 2022, the
Federal Open Market Committee raised the Federal Funds rate by three-quarters of
a percentage point and has indicated that it intends to further raise interest
rates in the near future. In addition, geopolitical uncertainty due to the
conflict between Russia and Ukraine also continues to result in additional
market volatility within the equity and foreign exchange markets. However, the
geopolitical uncertainty between Russia and Ukraine also led to risk aversion
and reduced trading by market participants within the agricultural commodity and
energy markets due to global commodity trade uncertainty and low supplies of
crude and refined products. We believe these factors led to the changes in
contract volume during the second quarter and first six months of 2022, when
compared with the same periods in 2021.



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Interest Rate Products

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

                                                       Quarter Ended                                                   Six Months Ended
                                                         June 30,                                                          June 30,
(amounts in thousands)                         2022                    2021                 Change                2022                   2021               Change
Eurodollar futures and options:
Futures expiring within two years              1,142                     1,165                   (2) %            1,506                  1,213                   24  %
    Options                                      852                       968                  (12)              1,171                  1,036                   13
Futures expiring beyond two years                467                     1,011                  (54)                639                  1,209                  (47)
SOFR futures and options:
Futures expiring within two years              1,388                       110                    n.m.            1,216                    106                    n.m.
Futures expiring beyond two years                241                         8                    n.m.              198                      9                    n.m.
Options                                          223                         -                    n.m.              131                      -                    n.m.
U.S. Treasury futures and options:
10-Year (1)                                    2,466                     2,431                    1               2,661                  2,682                   (1)
5-Year (1)                                     1,586                     1,182                   34               1,664                  1,328                   25
2-Year (1)                                       750                       426                   76                 730                    464                   57
Treasury Bond (1)                                536                       542                   (1)                546                    614                  (11)
Federal Funds futures and options                300                        91                    n.m.              357                     96                    n.m.


 _______________

(1) U.S. Treasury futures and options now include respective weekly treasury
options that were previously separated under a unique product category. Prior
period amounts have been revised to conform to the current period presentation.

n.m. not meaningful


In the second quarter and first six months of 2022, overall interest rate
contract volumes increased when compared with the same periods in 2021. We
believe these increases were due to higher interest rate volatility as a result
of a change in market expectations regarding the Federal Reserve's interest rate
policy. This was due to higher than expected inflation levels, which led to the
Federal Open Market Committee decision to increase the Federal Funds rate by
three-quarters of a percentage point in June 2022. The increases in Secured
Overnight Financing Rate contract (SOFR) volumes were due to more market
participants transitioning to the new reference rate and incentive programs
designed to encourage market participation in SOFR options trading.

Equity Index Products


The following table summarizes average daily contract volume for our key equity
index products.

                                                      Quarter Ended                                                   Six Months Ended
                                                        June 30,                                                          June 30,
(amounts in thousands)                        2022                    2021                 Change                2022                   2021               Change
E-mini S&P 500 futures and options
(1)                                           4,494                     2,840                   58  %            4,486                  3,160                   42  %
E-mini Nasdaq 100 futures and
options (1)                                   2,324                     1,391                   67               2,352                  1,555                   51
E-mini Russell 2000 futures and
options (1)                                     394                       313                   26                 423                    363                   16


 _______________

(1) E-mini S&P 500 and Nasdaq 100 futures and options now include respective
weekly Micro E-mini options that were previously separated under a unique
product category. Prior period amounts have been revised to conform to the
current period presentation.


In the second quarter and first six months of 2022, equity index contract
volumes increased when compared with the same periods in 2021. Volatility within
the broad-based indexes increased as a result of the rising tensions and
geopolitical uncertainty with Russia and Ukraine as well as the Federal
Reserve's increases to the Federal Funds rate due to higher than expected
inflation levels in 2022. In addition, a market repricing of certain
technology-based stocks contributed to the increases in the E-mini Nasdaq 100
contract volumes. We believe these factors led to the overall increases in
equity contract volumes.

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Foreign Exchange Products


The following table summarizes average daily contract volume for our key foreign
exchange products.

                                   Quarter Ended                          Six Months Ended
                                      June 30,                                June 30,
(amounts in thousands)          2022             2021      Change       2022             2021      Change
Euro                           239               208         15  %     244               218         12  %
Japanese Yen                   170               112         53        152               112         36
British Pound                  120                99         21        119                99         20
Australian dollar              108                99          9        105               109         (4)


Overall foreign exchange contract volumes increased in the second quarter and
first six months of 2022 when compared with the same periods in 2021. Market
volatility increased in 2022 following low foreign exchange volatility in 2021
as a result of the rising tension and geopolitical uncertainty with Russia and
Ukraine as well as changes in the Federal Reserve's interest rate policy due to
higher than expected inflation in 2022. We believe these factors led to the
overall increases in foreign exchange contract volumes.

Agricultural Commodity Products

The following table summarizes average daily contract volume for our key
agricultural commodity products.

                                   Quarter Ended                          Six Months Ended
                                      June 30,                                June 30,
(amounts in thousands)          2022             2021      Change       2022             2021      Change
Corn                           466               604        (23) %     476               558        (15) %
Soybean                        266               322        (17)       295               325         (9)
Wheat                          167               230        (27)       196               214         (8)


Overall commodity contract volumes decreased in the second quarter and the first
six months of 2022 when compared with the same periods in 2021. These decreases
were largely due to risk aversion by market participants following price
increases and global trade uncertainty due to the conflict between Russia and
Ukraine. We believe these factors led to the overall decrease in commodity
contract volumes.

Energy Products


The following table summarizes average daily contract volume for our key energy
products.

                                    Quarter Ended                             Six Months Ended
                                       June 30,                                   June 30,
(amounts in thousands)          2022              2021       Change        2022               2021       Change
WTI crude oil                  975               1,069         (9) %     1,207               1,166          4  %
Natural gas                    554                 467         19          548                 517          6
Refined products               319                 318          -          364                 349          4


Overall energy contract volume decreased slightly in the second quarter of 2022
and increased slightly in the first six months of 2022 when compared with the
same periods in 2021. Participant trading activity slowed in the second quarter
of 2022 following a more active trading period in early 2022 largely due to very
low levels of supply for crude and refined products throughout the world caused
mainly by the ongoing geopolitical conflict with Russia and Ukraine. There were
periods of higher trading and volatility in the first quarter of 2022 when the
geopolitical conflict between Russia and Ukraine began. Natural gas volume
increased largely due to higher demand as result of sanctions placed on Russia.

Metal Products


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


                                   Quarter Ended                          Six Months Ended
                                      June 30,                                June 30,
(amounts in thousands)          2022             2021      Change       2022             2021      Change
Gold                           288               327        (12) %     339               365         (7) %
Copper                          89               119        (25)        89               119        (25)
Silver                          82               100        (18)        84               114        (26)

In the second quarter and first six months of 2022, metal contract volumes
decreased when compared with the same periods in 2021 due to lower overall
market volatility within the gold and silver markets. Volatility was higher in
2021, as investors were using gold and other precious metals as safe-haven
investments following the COVID-19 pandemic.

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Average Rate per Contract


The average rate per contract decreased in the second quarter and first six
months of 2022 when compared with the same periods in 2021. The decreases in the
average rate per contract were primarily due to changes in product mix. In the
second quarter of 2022, equity index contract volume increased by 7 percentage
points as a percent of total volume, while all other products collectively
decreased by 7 percentage points. In the first six months of 2022, equity index
and interest rate contract volumes increased by 5 percentage points as a percent
of total volume, while all other products collectively decreased by 5 percentage
points. In general, equity index and interest rate products have a lower rate
per contract compared with the remaining contracts. In addition, the average
rate per contract decreased due to higher volume-based incentives and discounts
on certain contracts.

Cash Markets Business

Total clearing and transaction fees revenues in the second quarter and the first
six months of 2022 include $81.9 million and $168.6 million of transaction fees
attributable to the cash markets business compared with $105.7 million and
$220.9 million in the second quarter and first six months of 2021, respectively.
This revenue primarily includes BrokerTec Americas LLC's fixed income volume and
EBS's foreign exchange volume. In September 2021, we contributed the net assets
of our optimization business to OSTTRA, our new joint venture with IHS Markit
(now a part of S&P Global).

                                           Quarter Ended                                            Six Months Ended
                                              June 30,                                                  June 30,
(amounts in millions)                  2022              2021              Change                2022                2021              Change
BrokerTec fixed income
transaction fees                    $   42.1          $  42.8                   (2) %       $    86.4             $  88.3                   (2) %
EBS foreign exchange
transaction fees                        39.8             41.4                   (4) %            82.2                86.7                   (5) %
Optimization transaction
fees                                       -             21.5                    n.m.               -                45.9                    n.m.

The related average daily notional value for the second quarter and first six
months of 2022 were as follows:

                                         Quarter Ended                         Six Months Ended
                                            June 30,                               June 30,
       (amounts in billions)           2022         2021        Change     

2022 2021 Change

       European Repo (in euros)      $ 345.7      $ 300.9         15  %    $   333.2      $ 294.0         13  %
       U.S. Treasury                   134.1        105.9         27           140.8        120.7         17
       Spot FX                          65.4         61.7          6            66.7         67.1         (1)


Overall average daily notional value for the cash markets business increased in
the second quarter and the first six months of 2022 compared with the same
periods in 2021. The increases in European Repo and U.S. Treasury transactions
were largely due to increased volatility as a result of a change in market
expectations regarding the Federal Reserve's interest rate policy, following
higher than expected inflation levels in 2022. Despite the increase in average
daily notional value, transaction revenue for BrokerTec and EBS decreased
slightly due to the tiered pricing structure and incentive rate programs.

Concentration of Revenue


We bill a substantial portion of our clearing and transaction fees directly to
our clearing firms. The majority of clearing and transaction fees received from
clearing firms represent charges for trades executed and cleared on behalf of
their customers. One individual firm represented approximately 10% of our
clearing and transaction fees in the first six months of 2022. Should a clearing
firm withdraw, we believe that the customer portion of the firm's trading
activity would likely transfer to another clearing firm of the exchange.
Therefore, we do not believe we are exposed to significant risk from the ongoing
loss of revenue received from or through a particular clearing firm.

Other Sources of Revenue


During the second quarter and first six months of 2022, overall market data and
information services revenues increased when compared with the same periods in
2021, largely due to price increases for certain products and increases in
certain device counts.

The two largest resellers of our market data represented approximately 33% of
our market data and information services revenue in the first six months of
2022. Despite this concentration, we consider exposure to significant risk of
revenue loss to be minimal. In the event that one of these vendors no longer
subscribes to our market data, we believe the majority of that vendor's
customers would likely subscribe to our market data through another reseller.
Additionally, several of our largest

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institutional customers that utilize services from our two largest resellers
report usage and remit payment of their fees directly to us.


In the second quarter and first six months of 2022, the decrease in other
revenue when compared with the same periods in 2021 were largely attributable to
the deconsolidation of the optimization business in September 2021 as part of
the contribution of the business's net assets to OSTTRA, our joint venture with
IHS Markit. In the second quarter and first six months of 2021, the optimization
business generated $44.4 million and $86.9 million in other revenue.

Expenses

                                                  Quarter Ended                                         Six Months Ended
                                                    June 30,                                                June 30,
(dollars in millions)                         2022             2021              Change              2022              2021               Change
Compensation and benefits                  $ 185.3          $ 211.7                  (13) %       $ 370.5          $   436.7                  (15) %
Technology                                    45.9             49.3                   (7)            91.8               97.5                   (6)
Professional fees and outside
services                                      32.0             36.8                  (13)            63.8               74.2                  (14)
Amortization of purchased
intangibles                                   57.1             59.4                   (4)           115.5              120.0                   (4)
Depreciation and amortization                 33.0             37.1                  (11)            66.5               74.7                  (11)
Licensing and other fee agreements            83.1             54.2                   53            164.0              118.9                   38
Other                                         51.1             56.0                   (9)           102.9              110.7                   (7)
Total Expenses                             $ 487.5          $ 504.5                   (3)         $ 975.0          $ 1,032.7                   (6)


Operating expenses decreased by $17.0 million and $57.7 million in the second
quarter and first six months of 2022 when compared with the same periods in
2021. The following table shows the estimated impacts of key factors resulting
in the change in operating expenses:

                                                                            Quarter Ended,                                       Six Months Ended,
                                                                            June 30, 2022                                         March 31, 2022

                                                                                        Change as  a                                            Change as  a
                                                               Amount  of               Percentage of                Amount  of                 Percentage of
(dollars in millions)                                            Change                Total Expenses                  Change                  Total Expenses
Salaries, benefits and employer taxes                       $       (19.1)                           (4) %       $          (44.1)                           (4) %
Non-qualified deferred compensation                                 (17.4)                           (3)                    (25.7)                      

(2)

Foreign currency exchange rate fluctuation                           (9.9)                           (1)                    (16.5)                      

(2)

Professional fees and outside services                               (4.7)                           (2)                    (10.4)                      

(1)

Employee separation and retention costs                              (0.9)                            -                     (11.2)                      

(1)

Licensing and other fee agreements                                   28.9                             6                      45.1                             4
Bonus                                                                 9.8                             2                      15.2                             1
Other expenses, net                                                  (3.7)                           (1)                    (10.1)                           (1)
Total decrease                                              $       (17.0)                           (3) %       $          (57.7)                           (6) %

Decreases in operating expenses in the second quarter and first six months of
2022 when compared with the same periods in 2021 were as follows:


•Salaries, benefits and employer taxes were lower during the second quarter and
first six months of 2022 when compared to the same periods in 2021 due to a net
decrease in headcount through June 30, 2022, including the contribution of
employees from CME Group's optimization businesses to the new OSTTRA joint
venture with IHS Markit in September 2021.

•A decrease in our non-qualified deferred compensation liability during the
second quarter and first six months of 2022, the impact of which does not affect
net income because of an equal and offsetting change in investment income,
contributed to a decrease in compensation and benefits expense.

•In the second quarter and first six months of 2022, we recognized a net gain of
$8.9 million and $13.1 million, compared with a net loss of $1.0 million and
$3.4 million in the same periods in 2021, due to currency exchange rate
fluctuations. Gains and losses from exchange rate fluctuations are recognized in
the consolidated statements of income when subsidiaries with a U.S. dollar
functional currency hold certain monetary assets and liabilities denominated in
foreign currencies.

•Professional fees and outside services expenses decreased due to a greater
reliance on consultants for platform integrations, information security and
systems enhancements in the second quarter and first six months of 2021 as well

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as a reduction in legal fees related to our business activities and product
offerings. The decrease in professional fees was partially offset by an increase
in Google-related consulting fees that occurred as a result of CME Group’s
partnership with Google Cloud, which began in November 2021.


•Employee separation and retention costs were lower during the second quarter
and first six months of 2022 due to a lower reduction in workforce compared to
the same periods in 2021.

Increases in operating expenses in the second quarter and first six months of
2022 when compared with the same periods in 2021 were as follows:


•An increase in licensing and other fee agreements expense was due to higher
volumes for certain equity products in the second quarter and first six months
of 2022 compared to the same periods in 2021.

•Bonus expense increased in the second quarter and first six months of 2022
largely due to performance relative to our 2022 cash earnings target when
compared with the same periods in 2021.

Non-Operating Income (Expense)

                                                       Quarter Ended                                         Six Months Ended
                                                          June 30,                                               June 30,
(dollars in millions)                               2022            2021              Change               2022              2021              Change
Investment income                                $ 286.9          $ 62.4                    n.m.       $    360.0          $ 93.3                    n.m.
Interest and other borrowing costs                 (39.9)          (41.7)                  (5)              (82.4)          (83.2)                  (1)
Equity in net earnings of unconsolidated
subsidiaries                                        87.3            55.7                   56               160.6           111.9                   43
Other non-operating income (expense)              (217.3)          (25.0)                   n.m.           (264.0)          (43.4)                   n.m.
Total Non-Operating                              $ 117.0          $ 51.4                  128          $    174.2          $ 78.6                  122


n.m. not meaningful

Investment income. In the second quarter and first six months of 2022 when
compared with the same periods in 2021, there were increases in earnings from
cash performance bond and guaranty fund contributions that are reinvested due to
higher average reinvestment balances as well as higher rates of interest earned
in the cash account at the Federal Reserve Bank of Chicago following interest
rate hikes in the first half of 2022. These increases in income were partially
offset by decreases in net realized and unrealized gains on investments and
decreases in earnings on our deferred compensation plan, the impact of which
does not affect net income because of an equal and offsetting change in
compensation and benefits expense.

Equity in net earnings (losses) of unconsolidated subsidiaries. Higher income
generated from our S&P/Dow Jones Indices LLC (S&P/DJI) business venture
contributed to an increase in equity in net earnings of unconsolidated
subsidiaries in the second quarter and first six months of 2022 when compared
with the same periods in 2021. We also recognized our share of net earnings on
our investment in OSTTRA, our new joint venture with IHS Markit that was formed
in September 2021.

Other income (expense). In the second quarter and first six months of 2022 when
compared with the same periods in 2021, we recognized higher expenses related to
the distribution of interest earned on performance bond collateral reinvestments
to the clearing firms caused by higher interest income earned on our
reinvestment during the period due to a higher Federal Funds rate in early 2022.

Income Tax Provision


The following table summarizes the effective tax rates for the periods
presented:

                                2022        2021
Quarter ended June 30          23.6  %     29.7  %
Six months ended June 30       23.0  %     26.6  %


The overall effective tax rate decreased in the second quarter and first six
months of 2022 when compared with the same periods in 2021. In the second
quarter of 2021, we recognized additional deferred tax expense related to the
impact of the United Kingdom tax rate increase from 19% to 25%, which is
effective April 1, 2023.

Liquidity and Capital Resources


Sources and Uses of Cash. Net cash provided by operating activities increased in
the first six months of 2022 when compared with the same period in 2021 largely
due to an increase in trading volume and revenue as well as an overall decrease
in operating expenses. Net cash used in investing activities was higher during
the first six months of 2022 when compared with the same period in 2021 largely
due to the investment in S&P/DJI in the first six months of 2022. Cash used in
financing

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activities was higher during the first six months of 2022 when compared with the
same period in 2021 due to a decrease in cash performance bonds and guaranty
fund contributions.

Debt Instruments. The following table summarizes our debt outstanding at
June 30, 2022:


(in millions)                                                    Par Value
Fixed rate notes due May 2023, stated rate of 4.30%             €     

15.0

Fixed rate notes due March 2025, stated rate of 3.00% (1) $ 750.0
Fixed rate notes due June 2028, stated rate of 3.75%

            $    500.0
Fixed rate notes due March 2032, stated rate of 2.65%           $    750.0

Fixed rate notes due September 2043, stated rate of 5.30% (2) $ 750.0
Fixed rate notes due June 2048, stated rate of 4.15%

            $    700.0


_______________


(1)We maintained a forward-starting interest rate swap agreement that modified
the interest obligation associated with these notes so that the interest payable
on the notes effectively became fixed at a rate of 3.11%.

(2)We maintained a forward-starting interest rate swap agreement that modified
the interest obligation associated with these notes so that the interest payable
effectively became fixed at a rate of 4.73%.

We maintain a $2.3 billion multi-currency revolving senior credit facility with
various financial institutions, which matures in November 2026. The proceeds
from this facility can be used for general corporate purposes, which includes
providing liquidity for our clearing house in certain circumstances at CME
Group's discretion and, if necessary, for maturities of commercial paper. As
long as we are not in default under this facility, we have the option to
increase it up to $3.3 billion with the consent of the agent and lenders
providing the additional funds. This facility is voluntarily pre-payable from
time to time without premium or penalty. Under this facility, we are required to
remain in compliance with a consolidated net worth test, which is defined as our
consolidated shareholders' equity at September 30, 2021, giving effect to share
repurchases made and special dividends paid during the term of the agreements
(and in no event greater than $2.0 billion in aggregate), multiplied by 0.65. We
currently do not have any borrowings outstanding under this facility, but any
commercial paper balance if or when outstanding can be backstopped against this
facility.

We maintain a 364-day multi-currency revolving secured credit facility with a
consortium of domestic and international banks to be used in certain situations
by the clearing house. The facility provides for borrowings of up to $7.0
billion. We may use the proceeds to provide temporary liquidity in the unlikely
event a clearing firm fails to promptly discharge an obligation to CME Clearing,
in the event of a liquidity constraint or default by a depositary (custodian for
our collateral), in the event of a temporary disruption with the domestic
payments system that would delay payment of settlement variation between us and
our clearing firms, or in other cases as provided by the CME rulebook. Clearing
firm guaranty fund contributions received in the form of cash or U.S. Treasury
securities as well as the performance bond assets (pursuant to the CME rulebook)
can be used to collateralize the facility. At June 30, 2022, guaranty fund
contributions available to collateralize the facility totaled $8.0 billion. We
have the option to request an increase in the line from $7.0 billion to $10.0
billion. Our 364-day facility contains a requirement that CME remain in
compliance with a consolidated tangible net worth test, defined as CME's
consolidated shareholder's equity less intangible assets (as defined in the
agreement), of not less than $800.0 million. We currently do not have any
borrowings outstanding under this facility.

The indentures governing our fixed rate notes, our $2.3 billion multi-currency
revolving senior credit facility and our 364-day multi-currency revolving
secured credit facility for $7.0 billion do not contain specific covenants that
restrict the ability to pay dividends. These documents, however, do contain
other customary financial and operating covenants that place restrictions on the
operations of the company that could indirectly affect the ability to pay
dividends.

At June 30, 2022, we have excess borrowing capacity for general corporate
purposes of approximately $2.3 billion under our multi-currency revolving senior
credit facility.

At June 30, 2022, we were in compliance with the various covenant requirements
of all our debt facilities.

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


To satisfy our performance bond obligation with Singapore Exchange Limited, we
may pledge irrevocable standby letters of credit. At June 30, 2022, the letters
of credit totaled $330.0 million. We also maintain a $350.0 million line of
credit to meet our obligations under this agreement.



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Table of Contents

The following table summarizes our credit ratings at June 30, 2022:


                                         Short-Term         Long-Term
Rating Agency                           Debt Rating        Debt Rating      

Outlook

Standard & Poor's Global Ratings            A1+                AA-          

Stable

Moody's Investors Service, Inc.              P1                Aa3          

Stable



Given our cash flow generation, our ability to pay down debt levels and our
ability to refinance existing debt facilities if necessary, we expect to
maintain an investment grade rating. If our ratings are downgraded below
investment grade within certain specified time periods due to a change of
control, we are required to make an offer to repurchase our fixed rate notes at
a price equal to 101% of the principal amount, plus accrued and unpaid interest.
No report of any rating agency is incorporated by reference herein.

Liquidity and Cash Management. Cash and cash equivalents totaled $1.9 billion
and $2.8 billion at June 30, 2022 and December 31, 2021, respectively. The
balance retained in cash and cash equivalents is a function of anticipated or
possible short-term cash needs, prevailing interest rates, our corporate
investment policy and alternative investment choices. A majority of our cash and
cash equivalents balance is invested in money market mutual funds that invest
only in U.S. Treasury securities, U.S. government agency securities and U.S.
Treasury security reverse repurchase agreements and short-term bank deposits.
Our exposure to credit and liquidity risk is minimal given the nature of the
investments. Cash that is not available for general corporate purposes because
of regulatory requirements or other restrictions is classified as restricted
cash and is included in other current assets or other assets in the consolidated
balance sheets.

Regulatory Requirements. CME is regulated by the CFTC as a Derivatives Clearing
Organization (DCO). DCOs are required to maintain capital, as defined by the
CFTC, in an amount at least equal to one year of projected operating expenses as
well as cash, liquid securities, or a line of credit at least equal to six
months of projected operating expenses. CME was designated by the Financial
Stability Oversight Council as a systemically important financial market utility
under Title VIII of the Dodd-Frank Wall Street Reform and Consumer Protection
Act. As a result, CME must comply with CFTC regulations applicable to a
systemically important DCO for financial resources and liquidity resources. CME
is in compliance with all DCO financial requirements.

CME, CBOT, NYMEX and COMEX are regulated by the CFTC as Designated Contract
Markets (DCM). DCMs are required to maintain capital, as defined by the CFTC, in
an amount at least equal to one year of projected operating expenses as well as
cash, liquid securities or a line of credit at least equal to six months of
projected operating expenses. Our DCMs are in compliance with all DCM financial
requirements.

BrokerTec Americas LLC is required to maintain sufficient net capital under
Securities Exchange Act of 1934, as amended (Exchange Act), Rule 15c3-1 (the Net
Capital Rule). The Net Capital Rule focuses on liquidity and is designed to
protect securities customers, counterparties, and creditors by requiring that
broker-dealers have sufficient liquid resources on hand at all times to satisfy
claims promptly. Rule 15c3-3, or the customer protection rule, which complements
Rule 15c3-1, is designed to ensure that customer property (securities and funds)
in the custody of broker-dealers is adequately safeguarded. By law, both of
these rules apply to the activities of registered broker-dealers, but not to
unregistered affiliates. The firm began operating as a (k)(2)(i) broker dealer
in November 2017 following notification to the Financial Industry Regulatory
Authority and the SEC. A company operating under the (k)(2)(i) exemption is not
required to lock up customer funds as would otherwise be required under Exchange
Act Rule 15c3-3.

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