SEC Form 10-Q filed by CME Group Inc.

4/30/25 2:50:10 PM ET

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_________________________________________________________

FORM 10-Q

_________________________________________________________

(Mark One)


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

For the quarterly period ended March 31, 2025

- OR -


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

For the transition period from to

Commission file number 001-31553

CME GROUP INC.

(Exact name of registrant as specified in its charter)

Delaware

36-4459170

(State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer
Identification No.)

20 South Wacker Drive

Chicago

Illinois

60606

(Address of principal executive offices)

(Zip Code)

(312) 930-1000

(Registrant’s telephone number, including area code)

Not Applicable

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

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading symbol	Name of each exchange on which registered
Class A Common Stock	CME	The Nasdaq Stock Market

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

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

The number of shares outstanding of each of the registrant’s classes of common stock as of April 9, 2025 was as follows: 360,356,107 shares of Class A common stock, $0.01 par value; 625 shares of Class B-1 common stock, $0.01 par value; 813 shares of Class B-2 common stock, $0.01 par value; 1,287 shares of Class B-3 common stock, $0.01 par value; and 413 shares of Class B-4 common stock, $0.01 par value.

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CME GROUP INC.

FORM 10-Q

INDEX



		Page

PART I. FINANCIAL INFORMATION		3

Item 1.	Financial Statements	5

	Consolidated Balance Sheets at March 31 , 202 5 and December 31, 202 4	5

	Consolidated Statements of Income for the Quarters Ended March 31 , 202 5 and 202 4	6

	Consolidated Statements of Comprehensive Income for the Quarters Ended March 31, 2025 and 202 4	7

	Consolidated Statements of Equity for the Quarters E nded March 31, 2025 and 202 4	8

	Consolidated Statements of Cash Flows for the Quar t e rs Ended March 31, 2025 and 20 2 4	9

	Notes to Unaudited Consolidated Financial Statements	11

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	30

Item 4.	Controls and Procedures	31

PART II. OTHER INFORMATION		31

Item 1.	Legal Proceedings	31

Item 1A.	Risk Factors	31

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	31

Item 5.	O ther Information	31

Item 6.	Exhibits	32

SIGNATURES		33

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PART I. FINANCIAL INFORMATION

Certain Terms

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

Further information about CME Group and its products can be found at http://www.cmegroup.com. Information made available on our website does not constitute a part of this Quarterly Report on Form 10-Q.

Information about Contract Volume and Average Rate per Contract

All amounts regarding contract volume and average rate per contract are for CME Group’s listed futures and options on futures contracts unless otherwise noted.

Trademark Information

CME Group, the Globe logo, CME, Chicago Mercantile Exchange, Globex, and E-mini are trademarks of Chicago Mercantile Exchange Inc. CBOT and Chicago Board of Trade are trademarks of Board of Trade of the City of Chicago, Inc. NYMEX, New York Mercantile Exchange and ClearPort are trademarks of New York Mercantile Exchange, Inc. COMEX is a trademark of Commodity Exchange, Inc. BrokerTec is a trademark of BrokerTec Americas LLC and EBS is a trademark of EBS Group Limited. OSTTRA is a trademark of MarkitSERV Limited. Dow Jones, Dow Jones Industrial Average, S&P 500 and S&P are service and/or trademarks of Dow Jones Trademark Holdings LLC, Standard & Poor's Financial Services LLC and S&P Dow Jones Indices LLC, as the case may be, and have been licensed for use by Chicago Mercantile Exchange Inc. (CME). All other trademarks are the property of their respective owners.

Forward-Looking Statements

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

•increasing competition by foreign and domestic entities, including increased competition from new entrants into our markets and consolidation of existing entities; our ability to keep pace with rapid technological developments, including our ability to complete the development, 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;

•our ability to continue introducing innovative and competitive new products and services on a timely, cost-effective basis, including through our electronic trading capabilities, and derive revenues that are commensurate with our efforts and expectations, and our ability to maintain the competitiveness of our existing products and services;

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

•our ability to manage variable costs relating to CME Group's transition to the Google Cloud and minimize duplicative costs during the transition between maintaining the on-premise environment and the Google Cloud environment;

•our ability to maintain existing customers at substantially similar trading levels, develop strategic relationships and attract new customers;

•our ability to expand and globally offer our products and services;

•changes in regulations, including the impact of any changes in laws or government policies with respect to our products or services or our industry, such as any changes to regulations and policies that require increased financial and operational resources from us or our customers, as well as the impact of tariffs and tax policy changes, restrictions on our ability to offer CME Group products and services in specific geographies or to specific customers or limitations or changes in underlying/physical product flows across geographies;

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

•decreases in revenue from our market data as a result of decreased demand or changes to regulations in various jurisdictions;

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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;

•the ability of our credit and liquidity risk management practices to adequately protect us from the credit risks of clearing firms and other counterparties, and to satisfy the margin and liquidity requirements associated with the BrokerTec matched principal business;

•the ability of our compliance and risk management programs 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;

•our dependence on third-party providers and exposure to risk through third parties, including risks related to the performance, reliability and security of technology used by our third-party providers and third-party providers that our clients and third-parties rely on;

•our reliance on third-party distribution partners, including independent software vendors (ISVs), Futures Commission Merchants (FCMs), introducing brokers, broker-dealers around the world, regulatory reporting and data distributors and platform operators, and other partners, for facilitating trading and for market data information, and potential impacts from changes in their business models and priorities;

•volatility in commodity, equity and fixed income prices, and price volatility of financial benchmarks and instruments such as interest rates, equity indices, fixed income instruments and foreign exchange rates; economic, social, political and market conditions, including the volatility of the capital and credit markets and the impact of economic conditions on the trading activity of our current and potential customers;

•our ability to accommodate increases in contract volume and market data and order transaction traffic across the entire trade cycle and the ability to implement enhancements without failure or degradation of the performance of our trading and clearing systems and meeting our regulatory reporting obligations;

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

•our ability to manage the risks, control the costs and achieve the synergies associated with our strategy for acquisitions, investments and alliances, including those associated with the performance of our joint ventures with S&P Dow Jones (S&P Dow Jones Indices LLC) in index services, our primary business and distribution partners’ actions and our partnership with Google, including our ability to manage the successful implementation of our agreements with Google and our data center partners;

•variances in earnings on cash accounts and collateral that our clearing house holds for its clients;

•impact of CME Group pricing/fee level and structure and incentive changes;

•impact of aggregation services and internalization on trade flow and volumes;

•any negative financial impacts from changes to the terms of intellectual property and index rights;

•our ability to continue to generate funds and/or manage our indebtedness to allow us to continue to invest in our business;

•industry, channel partner and customer consolidation and/or concentration;

•decreases in trading and clearing activity;

•the imposition of a transaction tax or user fee on futures and options transactions and/or repeal of the 60/40 tax treatment of such transactions;

•increases in effective tax rates, borrowing costs or changes in tax policy;

•our ability to maintain our brand and reputation; and

•the unfavorable resolution of material legal proceedings.

For a detailed discussion of these and other factors that might affect our performance, see Item 1A. of our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the Securities and Exchange Commission on February 27, 2025 and Item 1A. in Part II of this Quarterly Report on Form 10-Q.

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ITEM 1.			FINANCIAL STATEMENTS

CME GROUP INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(dollars in millions, except par value data; shares in thousands)


	March 31, 2025		December 31, 2024
	(unaudited)
Assets
Current Assets:
Cash and cash equivalents	$	1,405.3	$	2,892.4
Marketable securities	113.9		113.2
Accounts receivable, net of allowance of $8.7 and $9.0	770.2		573.1
Other current assets (includes $6.3 and $6.3 in restricted cash)	461.5		559.4
Performance bonds and guaranty fund contributions	120,694.5		98,895.4
Total current assets	123,445.4		103,033.5
Property, net of accumulated depreciation and amortization of $955.5 and $1,024.3	371.2		386.2
Intangible assets—trading products	17,175.3		17,175.3
Intangible assets—other, net	2,773.2		2,821.6
Goodwill	10,499.5		10,486.9
Other assets	3,567.0		3,543.5
Total Assets	$	157,831.6	$	137,447.0

Liabilities and Equity
Current Liabilities:
Accounts payable	$	100.2	$	79.9
Short-term debt	—		749.8
Other current liabilities	625.5		2,588.8
Performance bonds and guaranty fund contributions	120,694.5		98,895.4
Total current liabilities	121,420.2		102,313.9
Long-term debt	3,419.4		2,678.2
Deferred income tax liabilities, net	5,240.1		5,246.8
Other liabilities	721.2		721.2
Total Liabilities	130,800.9		110,960.1



Shareholders’ Equity:
Preferred stock, $0.01 par value, 10,000 shares authorized as of March 31, 2025 and December 31, 2024; 4,584 issued and outstanding as of March 31, 2025 and December 31, 2024	—		—
Class A common stock, $0.01 par value, 1,000,000 shares authorized at March 31, 2025 and December 31, 2024; 359,646 and 359,602 shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively	3.6		3.6
Class B common stock, $0.01 par value, 3 shares authorized, issued and outstanding as of March 31, 2025 and December 31, 2024	—		—
Additional paid-in capital	22,416.0		22,403.0
Retained earnings	4,685.9		4,185.8
Accumulated other comprehensive income (loss)	(74.8)		(105.5)
Total CME Group Shareholders’ Equity	27,030.7		26,486.9


Total Liabilities and Equity	$	157,831.6	$	137,447.0

See accompanying notes to unaudited consolidated financial statements.

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CME GROUP INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

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

(unaudited)


	Quarter Ended
	March 31,
		2025		2024
Revenues
Clearing and transaction fees		$	1,337.3	$	1,208.9
Market data and information services		194.5		175.4
Other		110.5		103.6
Total Revenues		1,642.3		1,487.9
Expenses
Compensation and benefits		206.7		206.0
Technology		65.7		59.4
Professional fees and outside services		28.5		33.1
Amortization of purchased intangibles		55.2		55.2
Depreciation and amortization		27.3		30.1
Licensing and other fee agreements		96.6		87.9
Other		54.3		56.6
Total Expenses		534.3		528.3
Operating Income		1,108.0		959.6

Non-Operating Income (Expense)
Investment income		892.7		1,071.3
Interest and other borrowing costs		(41.7)		(39.9)
Equity in net earnings of unconsolidated subsidiaries		88.2		87.2
Other non-operating income (expense)		(802.4)		(964.8)
Total Non-Operating Income (Expense)		136.8		153.8
Income before Income Taxes		1,244.8		1,113.4
Income tax provision		288.6		258.2


Net Income		$	956.2	$	855.2
Net Income Attributable to Common Shareholders of CME Group		$	944.2	$	844.4

Earnings per Share Attributable to Common Shareholders of CME Group:
Basic		$	2.63	$	2.35
Diluted		2.62		2.35
Weighted Average Number of Common Shares:
Basic		359,613		359,258
Diluted		360,227		359,833

See accompanying notes to unaudited consolidated financial statements.

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CME GROUP INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in millions)

(unaudited)


	Quarter Ended
	March 31,
		2025		2024
Net income		$	956.2	$	855.2
Other comprehensive income (loss), net of tax:
Investment securities:
Net unrealized holding gains (losses) arising during the period		0.2		—


Investment securities, net		0.2		—
Defined benefit plans:
Net change in defined benefit plans arising during the period		(1.2)		(5.9)

Income tax benefit (expense)		0.3		1.5
Defined benefit plans, net		(0.9)		(4.4)
Derivative investments:


Reclassification of net unrealized (gains) losses to interest expense and other non-operating income (expense)		(0.9)		(0.9)
Income tax benefit (expense)		0.2		0.2
Derivative investments, net		(0.7)		(0.7)
Foreign currency translation:
Foreign currency translation adjustments		35.6		(25.4)

Income tax benefit (expense)		(3.5)		—
Foreign currency translation, net		32.1		(25.4)
Other comprehensive income (loss), net of tax		30.7		(30.5)
Comprehensive income		$	986.9	$	824.7

See accompanying notes to unaudited consolidated financial statements.

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CME GROUP INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EQUITY

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

(unaudited)



	Preferred Stock (Shares)	Class A Common Stock (Shares)	Class B Common Stock (Shares)	Preferred Stock, Common Stock and Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Total CME Group Shareholders’ Equity
Balance at December 31, 2024	4,584	359,602	3	$	22,406.6	$	4,185.8	$	(105.5)	$	26,486.9
Net income						956.2				956.2
Other comprehensive income (loss)								30.7		30.7
Dividends on common and preferred stock of $1.25 per share						(456.1)				(456.1)




Vesting of issued restricted Class A common stock		44		(8.2)						(8.2)


Stock-based compensation				21.2						21.2
Balance at March 31, 2025	4,584	359,646	3	$	22,419.6	$	4,685.9	$	(74.8)	$	27,030.7



	Preferred Stock (Shares)	Class A Common Stock (Shares)	Class B Common Stock (Shares)	Preferred Stock, Common Stock and Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Total CME Group Shareholders’ Equity
Balance at December 31, 2023	4,584	359,231	3	$	22,338.3	$	4,455.2	$	(55.6)	$	26,737.9
Net income						855.2				855.2
Other comprehensive income (loss)								(30.5)		(30.5)
Dividends on common stock and preferred stock of $1.15 per share						(419.3)				(419.3)



Vesting of issued restricted Class A common stock		91		(12.4)						(12.4)


Stock-based compensation				23.3						23.3
Balance at March 31, 2024	4,584	359,322	3	$	22,349.2	$	4,891.1	$	(86.1)	$	27,154.2

See accompanying notes to unaudited consolidated financial statements.

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CME GROUP INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in millions)

(unaudited)


	Quarter Ended March 31,
	2025		2024
Cash Flows from Operating Activities
Net income	$	956.2	$	855.2
Adjustments to reconcile net income to net cash provided by operating activities:
Stock-based compensation	21.2		23.3
Amortization of purchased intangibles	55.2		55.2
Depreciation and amortization	27.3		30.1

Net realized and unrealized (gains) losses on investments	(2.6)		(2.5)

Deferred income taxes	(7.4)		(7.4)
Change in:
Accounts receivable	(196.8)		(93.4)
Other current assets	—		464.0
Other assets	16.5		(0.2)
Accounts payable	20.3		20.5
Income taxes payable	280.9		151.4
Other current liabilities	(57.1)		(605.3)
Other liabilities	(2.8)		(1.8)
Other	5.7		3.6
Net Cash Provided by Operating Activities	1,116.6		892.7

Cash Flows from Investing Activities
Proceeds from maturities of available-for-sale marketable securities	3.6		1.7
Purchases of available-for-sale marketable securities	(3.0)		(1.2)
Purchases of property, net	(14.2)		(19.8)


Investments in privately-held equity investments	(2.4)		(3.5)


Net Cash Used in Investing Activities	(16.0)		(22.8)

Cash Flows from Financing Activities

Proceeds from debt, net of issuance costs	742.3		—
Repayment of debt	(750.0)		—
Cash dividends	(2,567.4)		(2,328.4)


Change in performance bond and guaranty fund contributions	21,799.1		4,281.4
Employee taxes paid on restricted stock vesting	(8.2)		(12.3)
Other	(4.4)		(4.3)
Net Cash Provided by Financing Activities	19,211.4		1,936.4

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CME GROUP INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)

(in millions)

(unaudited)


	Quarter Ended March 31,
	2025		2024
Net change in cash, cash equivalents, restricted cash and restricted cash equivalents	$	20,312.0	$	2,806.3
Cash, cash equivalents, restricted cash and restricted cash equivalents, beginning of period	101,794.1		93,109.7
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents, End of Period	$	122,106.1	$	95,916.0

Reconciliation of cash, cash equivalents, restricted cash and restricted cash equivalents:
Cash and cash equivalents	$	1,405.3	$	1,436.9
Short-term restricted cash	6.3		5.2

Restricted cash and restricted cash equivalents (performance bonds and guaranty fund contributions)	120,694.5		94,473.9
Total	$	122,106.1	$	95,916.0

Supplemental Disclosure of Cash Flow Information
Income taxes paid	$	12.7	$	114.8
Interest paid	41.1		41.1

See accompanying notes to unaudited consolidated financial statements.

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NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1. Basis of Presentation

The consolidated financial statements consist of CME Group Inc. (CME Group) and its subsidiaries (collectively, the company), including Chicago Mercantile Exchange Inc. (CME), Board of Trade of the City of Chicago, Inc. (CBOT), New York Mercantile Exchange, Inc. (NYMEX), Commodity Exchange, Inc. (COMEX) and NEX Group Limited (NEX). The clearing house is operated by CME.

The accompanying interim consolidated financial statements have been prepared by CME Group without audit. Certain notes and other information normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted. In the opinion of management, the accompanying consolidated financial statements include all adjustments (consisting only of normal recurring adjustments) considered necessary to present fairly the financial position of the company at March 31, 2025 and December 31, 2024 and the results of operations and cash flows for the periods indicated. Quarterly results are not necessarily indicative of results for any subsequent period.

The accompanying consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto in CME Group’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the Securities and Exchange Commission (SEC) on February 27, 2025.

2. Revenue Recognition

The company generates revenue from customers from the following sources:

Clearing and transaction fees. Clearing and transaction fees include per-contract charges for trade matching, clearing, trading on the company's electronic trading platforms, portfolio reconciliation and compression services, risk mitigation, and other fees. Clearing and transaction fees are assessed upfront at the time of trade execution. As such, the company recognizes the majority of the fee revenue upon successful execution of the trade. The minimal remaining portion of the fee revenue related to settlement activities performed after trade execution is recognized over the short-term period that the contract is outstanding, based on management’s estimates of the average contract lifecycle. These estimates are based on various assumptions to approximate the amount of fee revenue to be attributed to services performed through contract settlement, expiration, or termination. For cleared trades, these assumptions include the average number of days that a contract remains in open interest, contract turnover, average revenue per day, and the number of contracts remaining in open interest at the end of each period.

The nature of contracts gives rise to several types of variable consideration, including volume-based pricing tiers, customer incentives associated with market maker programs and other fee discounts. The company includes fee discounts and incentives in the estimated transaction price when there is a basis to reasonably estimate the amount of the fee reduction. These estimates are based on historical experience, anticipated performance, and best judgment at the time. Because of the company's certainty in estimating these amounts, they are included in the transaction price of contracts.

Market data and information services. Market data and information services represent revenue from the dissemination of market data to subscribers, distributors, and other third-party licensees of market data. Pricing for market data is primarily based on the number of reportable devices used as well as the number of subscribers enrolled under the arrangement. Fees for these services are generally billed monthly. Market data services are satisfied over time and revenue is recognized on a monthly basis as the customers receive and consume the benefit of the market data services. However, the company also maintains certain annual license arrangements with one-time upfront fees. The fees for annual licenses are initially recorded as a contract liability and recognized as revenue monthly over the term of the annual period.

Other. Other revenues include certain access and communication fees, fees for collateral management, equity membership subscription fees, and fees for trade order routing through agreements from various strategic relationships. Access and communication fees are charged to customers that utilize various telecommunications networks and communications services. Fees for these services are generally billed monthly and the associated fee revenue is recognized as billed. Collateral management fees are charged to clearing firms that have collateral on deposit with the clearing house to meet their minimum performance bond and guaranty fund obligations on the exchange. These fees are calculated based on daily collateral balances and are billed monthly. This fee revenue is recognized monthly as billed as the customers receive and consume the benefits of the services. The company also has an equity membership program which provides equity members the option to pay a monthly subscription fee in satisfaction of their existing requirement to hold CME Group Class A common stock. Choosing to pay this fee in lieu of holding Class A shares is entirely voluntary and the client's choice. Fee revenue under this program is earned monthly as billed over the contractual term. Pricing for strategic relationships may be driven by customer levels and activity. There are fee arrangements which provide for monthly as well as quarterly payments in arrears. Revenue is recognized monthly for strategic relationship arrangements as the customers receive and consume the benefits of the services.

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The following table represents a disaggregation of revenue from contracts with customers by product line for the quarters ended March 31, 2025 and 2024:


	Quarter Ended March 31,
(in millions)		2025		2024
Interest rates		$	436.3	$	410.3
Equity indexes		304.2		268.1
Foreign exchange		53.4		47.2
Agricultural commodities		164.3		132.0
Energy		216.4		196.2
Metals		70.9		64.0
BrokerTec fixed income		35.9		37.8
EBS foreign exchange		35.1		31.3
Interest rate swap		20.8		22.0
Total clearing and transaction fees		1,337.3		1,208.9
Market data and information services		194.5		175.4
Other		110.5		103.6
Total revenues		$	1,642.3	$	1,487.9

Timing of Revenue Recognition
Services transferred at a point in time		$	1,309.1	$	1,183.9
Services transferred over time		328.2		299.5
One-time charges and miscellaneous revenues		5.0		4.5
Total revenues		$	1,642.3	$	1,487.9

The timing of revenue recognition, billings and cash collections results in billed accounts receivable, and customer advances and deposits (contract liabilities) on the consolidated balance sheets. Certain fees for transactions, annual licenses, and other revenue arrangements are billed upfront before revenue is recognized, which results in the recognition of contract liabilities. These liabilities are recognized on the consolidated balance sheets on a contract-by-contract basis upon commencement of services under the customer contract. These upfront customer payments are recognized as revenue over time as the obligations under the contracts are satisfied. Changes in the contract liability balances during the first quarter of 2025 were not materially impacted by any other factors. The balance of contract liabilities was $59.8 million and $15.6 million as of March 31, 2025 and December 31, 2024, respectively.

3. Performance Bonds and Guaranty Fund Contributions

Performance Bonds and Guaranty Fund Contribution Reinvestment. CME reinvests cash performance bonds and guaranty fund contributions and distributes a portion of the interest earned back to the clearing firms. The reinvestment of cash can include certain commercial and central bank deposits, government securities, reverse repurchase agreements, and money market funds. CME has been designated as a systemically important financial market utility by the Financial Stability Oversight Council and is authorized to maintain cash accounts at the Federal Reserve Bank of Chicago. At March 31, 2025, CME maintained $108.0 billion within the cash account at the Federal Reserve Bank of Chicago. The cash deposit at the Federal Reserve Bank of Chicago is included within performance bonds and guaranty fund contributions on the consolidated balance sheets. Cash performance bonds and guaranty fund contributions are included as restricted cash and restricted cash equivalents on the consolidated statements of cash flows.

In the first quarter of 2025 and 2024, earnings from cash performance bond and guaranty fund contributions were $873.6 million and $1,036.7 million, respectively. In the first quarter of 2025 and 2024, expenses related to the distribution of interest earned on collateral reinvestments were $804.8 million and $967.4 million, respectively. The earnings from cash performance bonds and guaranty fund contributions are included in investment income and the expense related to the distribution of interest earned is included in other non-operating income (expense) on the consolidated statements of income.

Clearing House Contract Settlement. The clearing house marks-to-market open positions at least once a day (twice a day for all futures and options contracts). Based on values derived from the mark-to-market process, the clearing house requires payments from clearing firms whose positions have lost value and makes payments to clearing firms whose positions have gained value. Under the extremely unlikely scenario of simultaneous default by every clearing firm who has open positions with unrealized

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losses, the maximum exposure related to positions other than cleared-only interest rate swap contracts would be one half day of changes in fair value of all open positions, before considering the clearing house’s ability to access defaulting clearing firms' collateral deposits.

For cleared interest rate swap contracts, the maximum exposure at the time of default related to the clearing house’s guarantee would be one full day of changes in fair value of all open positions, before considering the clearing house’s ability to access defaulting clearing firms' collateral.

During the first quarter of 2025, the clearing house transferred an average of approximately $7.0 billion a day through its clearing systems for settlement from clearing firms whose positions had lost value to clearing firms whose positions had gained value. The clearing house reduces its guarantee exposure through initial and maintenance performance bond requirements and mandatory guaranty fund contributions. Management has assessed the fair value of the company’s settlement guarantee liability by taking the following factors into consideration: the design and operations of the clearing risk management process, the financial safeguard packages in place, historical evidence of default by a clearing member and the estimated probability of potential payouts by the clearing house. Based on the assessment performed, management estimates the guarantee liability to be nominal and therefore has not recorded any liability at March 31, 2025 and December 31, 2024. The company does not have a history of significant losses recognized on performance bond collateral as posted by our clearing members, and management currently does not anticipate any future credit losses on its performance bond assets. Accordingly, the company has not provided an allowance for credit losses on these performance bond deposits, nor has it recorded any liabilities to reflect an allowance for credit losses related to our off-balance sheet credit exposures and guarantees.

4. Intangible Assets and Goodwill

Intangible assets consisted of the following at March 31, 2025 and December 31, 2024:


	March 31, 2025				December 31, 2024
(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	$	4,694.4	$	(2,392.0)	$	2,302.4	$	4,683.5	$	(2,334.4)	$	2,349.1

Technology-related intellectual property	62.5		(62.5)		—		62.5		(62.5)		—
Other	72.2		(51.4)		20.8		71.1		(48.6)		22.5
Total amortizable intangible assets	$	4,829.1	$	(2,505.9)	$	2,323.2	$	4,817.1	$	(2,445.5)	$	2,371.6

Indefinite-Lived Intangible Assets:
Trade names					450.0						450.0
Total intangible assets – other, net					$	2,773.2					$	2,821.6
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 Commodity Futures Trading Commission (CFTC). Product authorizations from the CFTC have no term limits.

Total amortization expense for intangible assets was $55.2 million for each of the quarters ended March 31, 2025 and 2024.

As of March 31, 2025, the future estimated amortization expense related to amortizable intangible assets is expected to be as follows:


(in millions)	Amortization Expense
Remainder of 2025	$	166.8
2026	222.4
2027	221.1
2028	214.5
2029	214.5
2030	214.5
Thereafter	1,069.4

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Goodwill activity consisted of the following for the periods ended March 31, 2025 and December 31, 2024:


(in millions)	Goodwill
Balance at December 31, 2023	$	10,495.3
Foreign currency translation	(8.4)
Balance at December 31, 2024	10,486.9
Foreign currency translation	12.6
Balance at March 31, 2025	$	10,499.5

5. Debt

In March 2025, the Company completed an offering of $750.0 million of its 4.4% fixed rate notes due March 2030 and also repaid the $750.0 million of 3% fixed rate notes due March 2025.

Short-term debt consisted of the following at March 31, 2025 and December 31, 2024:


(in millions)	March 31, 2025		December 31, 2024
$750.0 million fixed rate notes due March 2025, stated rate of 3.00% (1)	$	—	$	749.8
Total short-term debt	$	—	$	749.8

(1)The company 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%.

Long-term debt consisted of the following at March 31, 2025 and December 31, 2024:


(in millions)	March 31, 2025		December 31, 2024
$500.0 million fixed rate notes due June 2028, stated rate of 3.75%	498.6		498.5
$750.0 million fixed rate notes due March 2030, stated rate of 4.4%	740.7		—
$750.0 million fixed rate notes due March 2032, stated rate of 2.65%	744.0		743.7
$750.0 million fixed rate notes due September 2043, stated rate of 5.30% (1)	744.4		744.3
$700.0 million fixed rate notes due June 2048, stated rate of 4.15%	691.7		691.7
Total long-term debt	$	3,419.4	$	2,678.2

Long-term debt maturities, at par value, were as follows at March 31, 2025:


(in millions)	Par Value
2026	$	—
2027	—
2028	500.0
2029	—
2030	750.0
Thereafter	2,200.0

6. Contingencies

Legal and Regulatory Matters. In the normal course of business, the company discusses matters with its regulators raised during regulatory examinations or otherwise subject to their inquiry and oversight. These matters could result in censures, fines, penalties or other sanctions. Management believes the outcome of any resulting actions will not have a material impact on the company's consolidated financial position or results of operations. However, the company is unable to predict the outcome or the timing of the ultimate resolution of these matters, or the potential fines, penalties or injunctive or other equitable relief, if any, that may result from these matters.

A putative class action complaint was filed January 15, 2014 in the Circuit Court of Cook County, Chancery Division, against CME Group Inc. and the Board of Trade of the City of Chicago, Inc. The plaintiffs, certain Class B shareholders of CME Group and Class B members of CBOT, allege breach of contract and breach of the implied covenant of good faith and fair dealing for violations of their core rights granted in the defendants’ respective Certificates of Incorporation. On December 2, 2021, the court granted the plaintiffs’ motion for certification of a damages-only class. In early 2024, the defendants moved for summary judgment on all claims. On April 16, 2025, the court granted the motion in part and denied the motion in part, and set the

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remaining claims for a jury trial starting on July 7, 2025. Plaintiffs have produced an expert report estimating damages through June 30, 2023, and claiming that additional damages in an unspecified amount continue to accrue on a daily basis through final judgment. Given the uncertainty of factors that may potentially affect the resolution of the matter, at this time the company is unable to estimate the reasonably possible loss or range of reasonably possible losses in the unlikely event it were found to be liable at trial. Based on its investigation to date, the company believes that it has strong factual and legal defenses to the claims.

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

No accrual was required for contingent legal and regulatory matters as none were probable and estimable as of March 31, 2025 and December 31, 2024.

Intellectual Property Indemnifications. Certain agreements with customers and other third parties related to accessing the CME Group platforms, utilizing market data services and licensing CME SPAN and SPAN 2 software may contain indemnifications from intellectual property claims that may be made against them as a result of their use of the applicable products and/or services. The potential future claims relating to these indemnifications cannot be estimated and therefore no liability has been recorded.

7. Leases

The company has operating leases for corporate offices. The operating leases have remaining lease terms of up to 13 years, some of which include options to extend or renew the leases for up to an additional five years, and some of which include options to early terminate the leases in less than 12 months. Management evaluates whether these options are exercisable at least quarterly in order to determine whether the contract term must be reassessed. For a small number of the leases, primarily the international locations, management’s approach is to enter into short-term leases for a lease term of 12 months or less in order to provide for greater flexibility in the local environment. For certain office spaces, the company has entered into arrangements to sublease excess space to third parties, while the original lease contract remains in effect with the landlord.

The company also has one finance lease, which is related to the sale of our data center in March 2016. In connection with the sale, the company leased back a portion of the property. The transaction was recognized under the financing method and not as a sale leaseback arrangement.

The right-of-use lease asset is recorded within other assets, and the present value of the lease liability is recorded within other liabilities (segregated between short term and long term) on the consolidated balance sheets. The discount rate applied to the lease payments represents the company’s incremental borrowing rate.

The components of lease costs were as follows:


	Quarter Ended March 31,
(in millions)		2025		2024
Operating lease expense:
Operating lease cost		$	9.7	$	13.0
Short-term lease cost		0.1		0.1
Total operating lease expense included in other expense		$	9.8	$	13.1

Finance lease expense:
Interest expense		$	0.5	$	0.6
Depreciation expense		2.2		2.2
Total finance lease expense		$	2.7	$	2.8

Sublease revenue included in other revenue		$	2.9	$	2.3

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Supplemental cash flow information related to leases was as follows:


	Quarter Ended March 31,
(in millions)		2025		2024
Cash outflows for operating leases		$	15.1	$	15.2
Cash outflows for finance leases		4.4		4.3

Supplemental balance sheet information related to leases was as follows:

Operating leases


(in millions)	March 31, 2025			December 31, 2024
Operating lease right-of-use assets	$	224.4		$	231.1

Operating lease liabilities:
Other current liabilities	$	43.5		$	44.7
Other liabilities	276.3			289.3
Total operating lease liabilities	$	319.8		$	334.0



Weighted average remaining lease term (in months)	105			106
Weighted average discount rate	4.2		%	4.2		%

Finance leases


(in millions)	March 31, 2025			December 31, 2024
Finance lease right-of-use assets	$	52.0		$	54.2

Finance lease liabilities:
Other current liabilities	$	8.8		$	8.7
Other liabilities	48.5			50.7
Total finance lease liabilities	$	57.3		$	59.4

Weighted average remaining lease term (in months)	72			75
Weighted average discount rate	3.5		%	3.5		%

Future minimum lease payments were as follows as of March 31, 2025 for operating and finance leases:


(in millions)	Operating Leases
Remainder of 2025	$	43.2
2026	54.0
2027	46.9
2028	45.5
2029	35.9
2030	35.3
Thereafter	118.2
Total lease payments	379.0
Less: imputed interest	(59.2)
Present value of lease liability	$	319.8

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(in millions)	Finance Leases
Remainder of 2025	$	13.1
2026	17.6
2027	17.8
2028	17.9
2029	18.1
2030	18.3
Thereafter	4.6
Total lease payments	107.4
Less: imputed interest	(50.1)
Present value of lease liability	$	57.3

8. Guarantees

Mutual Offset Agreement. CME and Singapore Exchange Limited (SGX) maintain a mutual offset agreement with a current term through April 2025. This agreement enables market participants to open a futures position on one exchange and liquidate it on the other. The term of the agreement will automatically renew for a two-year period after April 2025 unless either party provides advance notice of their intent to terminate. CME can maintain collateral in the form of irrevocable, standby letters of credit. At March 31, 2025, CME was contingently liable to SGX on letters of credit totaling $400.0 million. CME also maintains a $350.0 million line of credit to meet its obligations under this agreement. Regardless of the collateral, CME guarantees all cleared transactions submitted through SGX and would initiate procedures designed to satisfy these financial obligations in the event of a default, such as the use of performance bonds and guaranty fund contributions of the defaulting clearing firm. Management has assessed the fair value of the company’s guarantee liability under this mutual offset agreement by taking the following factors into consideration: the design and operations of the clearing risk management process, the financial safeguard packages in place, historical evidence of default by a clearing member and the estimated probability of potential payouts by the clearing house. Based on the assessment performed, management estimates the guarantee liability to be nominal and therefore has not recorded any liability at March 31, 2025 and December 31, 2024.

Family Farmer and Rancher Protection Fund. In 2012, the company established the Family Farmer and Rancher Protection Fund (the Fund). The Fund is designed to provide payments, up to certain maximum levels, to family farmers, ranchers and other agricultural industry participants who use the company’s agricultural commodity products and who suffer losses to their segregated account balances due to their CME clearing member becoming insolvent. Under the terms of the Fund, farmers and ranchers are eligible for up to $25,000 per participant. Farming and ranching cooperatives are eligible for up to $100,000 per cooperative. The Fund was established with a maximum of $100.0 million available for distribution to participants. Since its establishment, the Fund has made payments of approximately $2.0 million, which leaves $98.0 million available for future claims. If, at any time, payments due to participants were to exceed the amount remaining in the Fund, payments would be pro-rated. Clearing members and customers must register with the company in advance and provide certain documentation in order to substantiate their eligibility. The company believes that its guarantee liability is nominal and therefore has not recorded any liability at March 31, 2025 and December 31, 2024.

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9. Accumulated Other Comprehensive Income (Loss)

The following tables present changes in the accumulated balances for each component of other comprehensive income (loss), including current period other comprehensive income (loss) and reclassifications out of accumulated other comprehensive income (loss):


(in millions)	Investment Securities		Defined Benefit Plans		Derivative Investments		Foreign Currency Translation		Total
Balance at December 31, 2024	$	(0.3)	$	(14.1)	$	59.3	$	(150.4)	$	(105.5)
Other comprehensive income (loss) before reclassifications and income tax benefit (expense)	0.2		(1.2)		—		35.6		34.6
Amounts reclassified from accumulated other comprehensive income (loss)	—		—		(0.9)		—		(0.9)
Income tax benefit (expense)	—		0.3		0.2		(3.5)		(3.0)
Net current period other comprehensive income (loss)	0.2		(0.9)		(0.7)		32.1		30.7
Balance at March 31, 2025	$	(0.1)	$	(15.0)	$	58.6	$	(118.3)	$	(74.8)


(in millions)	Investment Securities		Defined Benefit Plans		Derivative Investments		Foreign Currency Translation		Total
Balance at December 31, 2023	$	(0.4)	$	(23.4)	$	62.0	$	(93.8)	$	(55.6)
Other comprehensive income (loss) before reclassifications and income tax benefit (expense)	—		(5.9)		—		(25.4)		(31.3)

Amounts reclassified from accumulated other comprehensive income (loss)	—		—		(0.9)		—		(0.9)
Income tax benefit (expense)	—		1.5		0.2		—		1.7
Net current period other comprehensive income (loss)	—		(4.4)		(0.7)		(25.4)		(30.5)

Balance at March 31, 2024	$	(0.4)	$	(27.8)	$	61.3	$	(119.2)	$	(86.1)

10. Fair Value Measurements

The company uses a three-level classification hierarchy of fair value measurements for disclosure purposes:

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

•Level 2 inputs consist of observable market data, 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.

The company’s level 1 assets generally include investments in publicly traded mutual funds, equity securities and corporate debt securities with quoted market prices. In general, the company uses quoted prices in active markets for identical assets to determine the fair value of marketable securities.

The company’s level 2 assets and liabilities generally consist of long-term debt notes. The fair values of the long-term debt notes were based on quoted market prices in an inactive market.

The company’s level 3 assets and liabilities include certain investments that were adjusted to fair value.

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Recurring Fair Value Measurements. Financial assets and liabilities recorded at fair value on the consolidated balance sheet as of March 31, 2025 were classified in their entirety based on the lowest level of input that was significant to each asset and liability’s fair value measurement. The following table presents financial instruments measured at fair value on a recurring basis:


	March 31, 2025
(in millions)	Level 1		Level 2		Level 3		Total
Assets at Fair Value:
Marketable securities:
Corporate debt securities	$	8.5	$	—	$	—	$	8.5

Mutual funds	105.1		—		—		105.1
Equity securities	0.3		—		—		0.3

Total Marketable Securities	113.9		—		—		113.9





Total Assets at Fair Value	$	113.9	$	—	$	—	$	113.9

Non-Recurring Fair Value Measurements. The company recognized an unrealized gain on investments of $1.4 million on an equity investment without readily determinable fair value during the first quarter of 2025. The fair value of this investment was estimated to be $10.2 million at March 31, 2025. This fair value assessment was based on quantitative factors, including observable price changes. The fair value measurement of this investment is considered level 3 and non-recurring. This investment is included in other assets on the consolidated balance sheet.

Fair Values of Debt Notes. The following presents the estimated fair values of short-term and long-term debt notes, which are carried at amortized cost on the consolidated balance sheets. The fair values below are classified as level 2 under the fair value hierarchy and were estimated using quoted market prices in inactive markets.

At March 31, 2025, the fair values were as follows:


(in millions)	Fair Value	Level

$500.0 million fixed rate notes due June 2028	493.7	Level 2
$750.0 million fixed rate notes due March 2030	749.7	Level 2
$750.0 million fixed rate notes due March 2032	659.1	Level 2
$750.0 million fixed rate notes due September 2043	749.1	Level 2
$700.0 million fixed rate notes due June 2048	589.3	Level 2

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11. Earnings Per Share

The company uses the two-class method to calculate basic and diluted earnings per common share because its Series G preferred stock are participating securities. Under the two-class method, undistributed earnings are allocated to common stock and participating securities according to their respective rights in undistributed earnings, as if all of the earnings for the period had been distributed. Basic earnings per common share is computed by dividing the net income attributable to common shareholders by the weighted average number of common shares outstanding during the period. Net income attributable to common shareholders is reduced for preferred stock dividends earned during the period. Preferred stock also receives a proportionate allocation of undistributed or overdistributed earnings for the period because Series G preferred stock has a contractual obligation to share in profits and losses of the company. Diluted earnings per share is computed by dividing the net income attributable to common shareholders by the weighted average number of common shares outstanding plus potentially dilutive common shares. Anti-dilutive stock awards were as follows for the periods presented:


	Quarter Ended March 31,
(in thousands)		2025	2024

Stock awards		44	46
Total		44	46

The following table presents the earnings per share calculation for the periods presented:


	Quarter Ended March 31,
		2025		2024
Net Income (in millions)		$	956.2	$	855.2
Less: preferred stock dividends		(5.7)		(5.3)
Less: undistributed earnings allocated to preferred stock		(6.3)		(5.5)
Net Income Attributable to Common Shareholders of CME Group		$	944.2	$	844.4

Weighted Average Number of Common Shares (in thousands):
Basic		359,613		359,258
Effect of stock options, restricted stock and performance shares		614		575
Diluted		360,227		359,833
Earnings per Common Share Attributable to Common Shareholders of CME Group:
Basic		$	2.63	$	2.35
Diluted		2.62		2.35

12. Segment Reporting

The company's business is conducted through one reportable business segment, CME Group consolidated. The company has one operating segment as this is the level at which resource allocation and operating decisions regarding company performance are evaluated and determined by the senior leadership team.

The chief operating decision maker (CODM) reviews the financial results of CME Group consolidated on an ongoing basis throughout the year. As a single segment, the segment profitability measure is consolidated net income. Consolidated net income informs key operating decisions as made by the CODM, which include bonus allocation, discretionary share-based awards, liquidity and cash needs, new product development, existing product expansion, and product discontinuation. Consolidated net income is deemed the best indicator of segment performance. Segment assets are not reported to, or used by, the CODM to allocate resources or to assess performance.

The CODM evaluates current period consolidated net income performance as compared to prior periods, budgeted results, and forecasts. The CODM reviews consolidated revenues as disaggregated by the following: clearing and transaction fees as a combination of rate per contract and average daily volume for each major asset class, market data fee revenue, and other revenue. The significant expense categories are consistent with those presented on the face of the consolidated statements of income. The components of non-operating income are also reviewed by the CODM. It is noted that the level of financial information provided to the CODM is consistent with the financial statement line items as disclosed in our consolidated statements of income.

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13. Subsequent Events

The company has evaluated subsequent events through the date the financial statements were issued. On April 14, 2025, S&P Global and CME Group announced the signing of a definitive agreement to sell OSTTRA, our 50% equity method investment, to investment funds managed by KKR & Co. Inc. OSTTRA is a provider of post-trade solutions for the OTC market. The carrying amount of the company's investment in OSTTRA was $1.2 billion including approximately $100.0 million of accumulated foreign currency translation adjustments at March 31, 2025. The terms of the deal for OSTTRA equaled total enterprise value at $3.1 billion, subject to customary purchase price adjustments, which will be divided evenly between S&P Global and CME Group pursuant to the 50/50 joint venture. The transaction is expected to close in the second half of 2025, subject to customary closing conditions and receipt of required regulatory approvals.

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ITEM 2.			MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion is provided as a supplement to, and should be read in conjunction with, the accompanying unaudited consolidated financial statements and notes in this Quarterly Report on Form 10-Q and our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 27, 2025.

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 March 31,
(dollars in millions, except per share data)		2025			2024			Change
Total revenues		$	1,642.3		$	1,487.9		10	%
Total expenses		534.3			528.3			1
Operating margin		67.5		%	64.5		%
Non-operating income (expense)		$	136.8		$	153.8		(11)
Effective tax rate		23.2		%	23.2		%
Net income		$	956.2		$	855.2		12
Diluted earnings per common share		2.62			2.35			11
Cash flows from operating activities		1,116.6			892.7			25

Revenues


	Quarter Ended March 31,
(dollars in millions)		2025		2024		Change
Clearing and transaction fees		$	1,337.3	$	1,208.9	11	%
Market data and information services		194.5		175.4		11
Other		110.5		103.6		7
Total Revenues		$	1,642.3	$	1,487.9	10

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 March 31,
		2025		2024		Change
Total contract volume (in millions)		1,815.8		1,608.0		13	%
Clearing and transaction fees (in millions)		$	1,245.5	$	1,117.8	11
Average rate per contract		$	0.686	$	0.695	(1)

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We estimate the following net change in clearing and transaction fees based on the change in total contract volume and the change in average rate per contract for futures and options during the first quarter of 2025 when compared with the same period in 2024.


(in millions)	Quarter Ended
Increase due to change in total contract volume	$	142.5
Decrease due to change in average rate per contract	(14.8)
Net increase in clearing and transaction fees	$	127.7

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 March 31,
(amounts in thousands)		2025		2024		Change
Average Daily Volume by Product Line:
Interest rates		15,029		13,839		9	%
Equity indexes		7,997		6,856		17
Foreign exchange		1,149		984		17
Agricultural commodities		1,958		1,595		23
Energy		2,903		2,411		20
Metals		732		675		8
Aggregate average daily volume		29,768		26,360		13
Average Daily Volume by Venue:
CME Globex		27,733		23,986		16
Open outcry		881		1,332		(34)
Privately negotiated		1,154		1,042		11
Aggregate average daily volume		29,768		26,360		13
Electronic Volume as a Percentage of Total Volume		93	%	91	%

Market uncertainty remained high through the first quarter of 2025. Interest rate, equity and foreign exchange markets experienced significant uncertainty surrounding the potential economic impacts of anticipated and implemented tariffs and the effect they may have on the United States Federal Reserve’s (Federal Reserve) interest rate policy decision. The Federal Open Markets Committee (FOMC) had initially signaled the potential for several future rate cuts throughout 2025, but has since indicated a more cautious approach as a result of tariffs and the impact they may have on inflation. Market uncertainty also remained high within the energy, metals and agricultural commodities markets in the first quarter of 2025. mainly as a result of geopolitical events, including the anticipation and implementation of tariffs, as well as uncertain weather conditions in 2025. We believe these factors contributed to the increase in total volumes in the first quarter of 2025 when compared with the same period in 2024.

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Interest Rate Products

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


	Quarter Ended March 31,
(amounts in thousands)		2025	2024	Change
SOFR futures and options:
Futures expiring within two years		2,929	2,661	10	%
Options		1,340	2,004	(33)
Futures expiring beyond two years		1,152	926	24
U.S. Treasury futures and options:
10-Year		3,772	3,138	20
5-Year		2,195	1,954	12
2-Year		1,142	967	18
Treasury Bond		803	671	20
Ultra T-Bond		436	403	8
Federal Funds futures and options		401	414	(3)

In the first quarter of 2025, overall interest rate contract volume increased when compared with the same period in 2024, due to an increase in market volatility. We believe the higher volatility was a result of market uncertainty surrounding the Federal Reserve's interest rate policy decision as well as the potential economic impacts of anticipated and implemented tariffs. We believe these factors contributed to higher overall interest rate volume in the first quarter of 2025 when compared with the same period in 2024.

Equity Index and Cryptocurrency Products

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


	Quarter Ended March 31,
(amounts in thousands)		2025	2024	Change
E-mini S&P 500 futures and options		4,522	4,075	11	%
E-mini Nasdaq 100 futures and options		2,592	2,036	27
E-mini Russell 2000 futures and options		300	337	(11)
Bitcoin futures and options		104	53	95
Ether futures and options		94	29	n.m.

Equity index contract volume increased in the first quarter of 2025 when compared with the same period in 2024, due to higher overall equity market volatility. We believe higher market volatility was a result of economic uncertainty due to anticipated and implemented tariffs. In addition, we believe volume for our cryptocurrency products was higher as a result of the broader acceptance of cryptocurrency products across the globe. We believe these factors contributed to higher overall equity volume in the first quarter of 2025 when compared with the same period in 2024.

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Foreign Exchange Products

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


	Quarter Ended March 31,
(amounts in thousands)		2025	2024	Change
Euro		301	257	17	%
Japanese Yen		208	184	13
Canadian dollar		132	91	46
British Pound		128	114	12
Australian dollar		114	110	4

In the first quarter of 2025, overall foreign exchange volume increased when compared with the same period in 2024 due to higher market volatility. We believe the volatility is the result of economic uncertainty surrounding the potential economic impacts of anticipated and implemented tariffs has led to an overall increase in foreign exchange contract volume. We believe these factors contributed to higher overall foreign exchange contract volume in the first quarter of 2025 when compared with the same period in 2024.

Agricultural Commodity Products

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


	Quarter Ended March 31,
(amounts in thousands)		2025	2024	Change
Corn		669	473	42	%
Soybean		383	351	9
Wheat		266	214	24

Overall commodity contract volumes increased in the first quarter of 2025 when compared with the same period in 2024. We believe these increases were due to higher overall market volatility as a result of uncertainty surrounding the potential economic impacts of anticipated and implemented tariffs as well as continued uncertainty regarding the conflict between Russia and Ukraine. In addition, a change in market expectations regarding grain supplies as well as uncertain weather conditions in 2025 also led to an increase in market volatility. We believe these factors contributed to higher overall commodity volume in the first quarter of 2025 compared with the same period in 2024.

Energy Products

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


	Quarter Ended March 31,
(amounts in thousands)		2025	2024	Change
WTI crude oil		1,224	1,084	13	%
Natural gas		1,072	848	26
Refined products		424	376	13

Energy contract volume increased in the first quarter of 2025 when compared with the same period in 2024, which we believe was due to higher overall market volatility. Natural gas volatility was higher as a result of uncertain weather conditions in the United States in 2025, which impacted prices throughout the quarter. In addition, crude oil volatility was higher due to ongoing geopolitical issues with Canada and Mexico resulting from the potential implementation of anticipated tariffs as well economic uncertainty between the United States and China. We believe these factors contributed to higher overall energy volume in the first quarter of 2025 compared with the same period in 2024.

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Metal Products

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


	Quarter Ended March 31,
(amounts in thousands)		2025	2024	Change
Gold		469	394	19	%
Copper		112	137	(18)
Silver		102	95	8

In the first quarter of 2025, overall metal contract volume increased when compared with the same period in 2024. We believe gold and silver volumes increased as a result of continued economic uncertainty surrounding the Federal Reserve's monetary policy decisions as well as the potential economic impacts of anticipated and implemented tariffs.

Average Rate per Contract

The average rate per contract decreased in the first quarter of 2025 when compared with the same period in 2024. The decrease in the average rate per contract was primarily due to higher volume tier-based incentives and higher micro equity contract volume. This was partially offset by a change in product mix. In the first quarter of 2025, interest rate contract volume decreased by 2 percentage points as a percent of total volume, while all other products collectively increased by 2 percentage points. In general, interest rate contracts have a lower rate per contract compared with other contracts. The overall decrease was also partially offset by an increase in our fee structure, which went into effect on February 1, 2025.

Cash Markets Business

Total clearing and transaction fees revenues in the first quarter of 2025 include $71.0 million of transaction fees attributable to the cash markets business, compared with $69.1 million in the first quarter of 2024. This revenue includes BrokerTec Americas LLC's fixed income volume and EBS's foreign exchange volume.


	Quarter Ended March 31,
(amounts in millions)		2025		2024		Change
BrokerTec fixed income transaction fees		$	35.9	$	37.8	(5)	%
EBS foreign exchange transaction fees		35.1		31.3		12	%

The related average daily notional value for the first quarter of 2025 and 2024 were as follows:


	Quarter Ended March 31,
(amounts in billions)		2025	2024	Change
U.S. Repos		331.5	290.8	14	%
European Repo (in euros)		325.8	282.3	15	%
U.S. Treasury		111.7	102.2	9
Spot FX		70.9	51.9	37

Overall average daily notional values for the cash markets business were higher in the first quarter of 2025 when compared with the same period in 2024 due to higher overall volatility. We believe the higher volatility was a result of market uncertainty surrounding the Federal Reserve's interest rate policy decision as well as the potential economic impacts of anticipated and implemented tariffs.

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 at least approximately 10% of our clearing and transaction fees in the first quarter of 2025. 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.

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Other Sources of Revenue

Market data and information services. During the first quarter of 2025, overall market data and information services revenue increased when compared with the same period in 2024, largely due to price increases for certain products.

The two largest resellers of our market data represented approximately 38% of our market data and information services revenue in the first quarter of 2025. Despite this concentration, we consider exposure to significant risk of revenue loss to be minimal. In the event that one of these vendors no longer subscribes to our market data, we believe the majority of that vendor’s customers would likely subscribe to our market data through another reseller. Additionally, several of our largest institutional customers that utilize services from our two largest resellers report usage and remit payment of their fees directly to us.

Other revenues. In the first quarter of 2025, the increase in other revenues when compared with the same period in 2024 was largely attributable to higher custody fees due to an increase in non-cash collateral. Other revenues also increased mainly due to higher co-location fees.

Expenses


	Quarter Ended March 31,
(dollars in millions)		2025		2024		Change
Compensation and benefits		$	206.7	$	206.0	—	%
Technology		65.7		59.4		11
Professional fees and outside services		28.5		33.1		(14)
Amortization of purchased intangibles		55.2		55.2		—
Depreciation and amortization		27.3		30.1		(9)
Licensing and other fee agreements		96.6		87.9		10
Other		54.3		56.6		(4)
Total Expenses		$	534.3	$	528.3	1	%

Operating expenses increased by $6.0 million in the first quarter of 2025 when compared with the same period in 2024. The following table shows the estimated impacts of key factors resulting in the changes in operating expenses:


	Quarter Ended March 31, 2025
		Amount of Change		Change as a Percentage of Total Expenses
(dollars in millions)
License fees		$	8.7	2	%
Salaries, benefits and employer taxes		7.5		1
Technology support services		6.5		1
Bonus		4.8		1
Occupancy and building operations		(3.9)		(1)
Professional fees and outside services		(4.6)		(1)
Non-qualified deferred compensation		(9.3)		(2)
Other expenses, net		(3.7)		—
Total increase		$	6.0	1	%

Increases in operating expenses in the first quarter of 2025 when compared with the same period in 2024 were as follows:

•License fees expense was higher during the first quarter of 2025 when compared to the same period in 2024 primarily due to an increase in volume for certain equity products.

•Salaries, benefits and employer taxes expense was higher as a result of salary increases that went into effect during the first quarter of 2025 as well as an increase in headcount during the quarter, which was primarily attributable to additional headcount in the company's international locations.

•The increase in technology support services expense was primarily driven by higher software license fees and third party services to support the ongoing Google Cloud transformation project.

•Bonus expense increased largely due to our performance relative to our 2025 cash earnings target when compared with the same period in 2024.

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Decreases in operating expense in the first quarter of 2025 when compared with the same period in 2024 were as follows:

•Occupancy and building operations expense decreased during the first quarter of 2025 compared with the first quarter of 2024 due to a reduction in office space.

•The decrease in professional fees and outside services was largely due to a decrease in consulting costs associated with the Google Cloud Migration, which began in late 2021, as well as lower professional services fees during the period.

•A decrease in our non-qualified deferred compensation liability during the first quarter of 2025, 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.

Non-Operating Income (Expense)


	Quarter Ended March 31,
(dollars in millions)		2025		2024		Change
Investment income		$	892.7	$	1,071.3	(17)	%
Interest and other borrowing costs		(41.7)		(39.9)		4	%
Equity in net earnings of unconsolidated subsidiaries		88.2		87.2		1
Other non-operating income (expense)		(802.4)		(964.8)		(17)
Total Non-Operating		$	136.8	$	153.8	(11)

Investment income. Earnings from cash performance bond and guaranty fund contributions that are reinvested decreased in the first quarter of 2025 when compared with the same period in 2024 due to a lower rate of return on the investment balances. In the first quarter of 2025 and 2024, earnings from cash performance bond and guaranty fund contributions were $873.6 million and $1,036.7 million, respectively.

Other non-operating income (expense). We recognized lower expense related to the distribution of interest earned on performance bond collateral reinvestments to the clearing firms in conjunction with lower interest income earned on our reinvestment during the first quarter of 2025 when compared with the same period in 2024. In the first quarter of 2025 and 2024, expenses related to the distribution of interest earned on collateral reinvestments were $804.8 million and $967.4 million, respectively.

Income Tax Provision

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


	2025		2024

Quarter ended March 31	23.2	%	23.2	%

The overall effective tax rate remained relatively consistent in the first quarter of 2025 when compared with the same period in 2024.

Liquidity and Capital Resources

Sources and Uses of Cash. Net cash provided by operating activities increased in the first quarter of 2025 when compared with the same period in 2024, which was largely due to an increase in trading volume. Cash used in investing activities remained relatively consistent in the first quarter of 2025 when compared with the same period in 2024. Cash provided by financing activities was higher during the first quarter of 2025 when compared with the same period in 2024 due to an increase in cash performance bonds and guaranty fund contributions.

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Debt Instruments. The following table summarizes our debt outstanding at March 31, 2025:


(in millions)	Par Value
Fixed rate notes due June 2028, stated rate of 3.75%	$	500.0
Fixed rate notes due March 2030, stated rate of 4.40%	750.0
Fixed rate notes due March 2032, stated rate of 2.65%	750.0
Fixed rate notes due September 2043, stated rate of 5.30% (1)	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 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 April 2030. 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 December 31, 2024, 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 the clearing house operated by CME, 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 March 31, 2025, guaranty fund contributions available to collateralize the facility totaled $9.8 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 March 31, 2025, we have excess borrowing capacity for general corporate purposes of approximately $2.3 billion under our multi-currency revolving senior credit facility.

We maintain committed repurchase facility agreements amounting to a total of $1.0 billion. The committed repurchase facilities provide access to cash, secured by non-cash collateral, in the event that one or more of our clearing firms fails to promptly discharge an obligation to the clearing house. The facilities are subject to annual renewal. We currently do not have any borrowings outstanding under these facilities.

We maintain a committed facility of up to $750.0 million for foreign currency conversions. The committed foreign currency facility allows the clearing house to convert cash to another currency within generally accepted local market timeframes in the event that one or more of our clearing firms fails to promptly discharge an obligation to the clearing house. The facility is subject to annual renewal. We currently do not have any foreign currency trades outstanding under this facility.

At March 31, 2025, 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 March 31, 2025, the letters of credit totaled $400.0 million. We also maintain a $350.0 million line of credit to meet our obligations under this agreement.

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The following table summarizes our credit ratings at March 31, 2025:

Short-Term

Long-Term

Rating Agency

Debt Rating

Outlook

Standard & Poor’s Global Ratings

A1+

AA-

Stable

Moody’s Investors Service, Inc.

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 $1.4 billion and $2.9 billion at March 31, 2025 and December 31, 2024, 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 cash performance bonds and guaranty fund contributions, other current assets or other assets in the consolidated balance sheets.

On December 5, 2024, we announced that our board of directors has approved a share repurchase program under which we are authorized to repurchase up to $3 billion of our outstanding Class A Common Stock, par value $.01 per share (the common stock), from time to time through open market transactions, block trades, privately negotiated purchase transactions or other purchase techniques and may include purchases effected pursuant to one or more trading plans established pursuant to Rule 10b5-1 under the Exchange Act. The timing of any repurchases and the number of shares repurchased under the share repurchase program are within our discretion and may be affected by various factors, including general market and economic conditions; the market price of the common stock; CME Group’s earnings, financial condition, capital requirements and levels of indebtedness; legal requirements; and other considerations. The share repurchase program has no expiration date, does not obligate us to acquire any particular amount of common stock and may be modified, suspended or terminated at any time.

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.


ITEM 3.			QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are subject to various market risks, including those caused by changes in interest rates, credit, foreign currency exchange rates and equity prices. There have not been material changes in our exposure to market risk since December 31, 2024. Refer to Item 7A. of CME Group’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 27, 2025, for additional information.

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ITEM 4.			CONTROLS AND PROCEDURES

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

(b) Changes in Internal Control Over Financial Reporting. As required by Rule 13a-15(d) under the Exchange Act, the company’s management, including the company’s Chief Executive Officer and Chief Financial Officer, have evaluated the company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) to determine whether any changes occurred during the quarter covered by this quarterly report that have materially affected, or are reasonably likely to materially affect, the company’s internal control over financial reporting. There were no changes in the company’s internal control over financial reporting which occurred during the fiscal quarter ended March 31, 2025, that have materially affected, or are reasonably likely to materially affect, the company’s internal control over financial reporting.

PART II. OTHER INFORMATION


ITEM 1.			LEGAL PROCEEDINGS

The disclosure under “Legal and Regulatory Matters” in Note 6. Contingencies in the Notes to Unaudited Consolidated Financial Statements in Item 1 of Part I of this report is incorporated herein by reference. Such disclosure includes updates to the legal proceedings disclosed in the company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 27, 2025.


ITEM 1A.			RISK FACTORS

There have been no material changes in the company's risk factors from those disclosed in the company's Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 27, 2025.


ITEM 2.			UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Issuer Purchases of Equity Securities


Period	(a) Total Number of Class A Shares Purchased (1)	(b) Average Price Paid Per Share		(c) Total Number of Class A Shares Purchased as Part of Publicly Announced Plans or Programs	(d) Maximum Approximate Value of shares that May Yet Be Purchased Under the Plans or Programs (in millions)
January 1 to January 31	3	$	229.45	—	$	3,000.0
February 1 to February 28	—	—		—	3,000.0
March 1 to March 31	31,621	258.68		—	3,000.0
Total	31,624			—

(1)Shares purchased consist of an aggregate of 31,624 shares of Class A common stock surrendered in the first quarter of 2025 to satisfy employees’ tax obligations upon the vesting of restricted stock.


ITEM 5.			OTHER INFORMATION

On February 18, 2025, Jonathan Marcus, Senior Managing Director and General Counsel adopted a trading plan intended to satisfy the affirmative defense of Rule 10b5-1(c). The plan provides for the potential sale of up to 6,568 shares of the company's Class A common stock. The actual number of shares sold under Mr. Marcus' plan will depend on the number of shares delivered at the time that certain of his equity awards vest during the term of the plan following the fulfillment of tax withholding obligations and subject to other conditions as set forth in the plan. The plan expires on March 31, 2026 or upon the earlier completion of all authorized transactions under the plan. In determining the number of shares that may be sold under the plan it is assumed that the performance shares vesting during the plan vest at target.

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ITEM 6.			EXHIBITS


4.11						Eleventh Supplemental Indenture (including the form of 4.400% Notes due 2030), dated as of March 10, 2025, 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 March 10, 2025).



31.1						Section 302 Certification—Terrence A. Duffy

31.2						Section 302 Certification—Lynne Fitzpatrick

32.1						Section 906 Certification

101						The following materials from CME Group Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025, formatted in Inline XBRL (Xtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Income, (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statements of Equity, (v) the Consolidated Statements of Cash Flows and (vi) Notes to Unaudited Consolidated Financial Statements, tagged as blocks of text.

104						Cover Page Interactive Data File included in the Inline XBRL Document Set for Exhibit 101.

101.DEF						XBRL Taxonomy Extension Definition Linkbase

101.LAB						XBRL Taxonomy Extension Label Linkbase Document

101.PRE						XBRL Taxonomy Extension Presentation Linkbase Document

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SIGNATURES

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

CME Group Inc.

(Registrant)

Dated: April 30, 2025

By:

/s/ Lynne Fitzpatrick

Lynne Fitzpatrick

Senior Managing Director, President and Chief Financial Officer

Principal Financial Offer and
Duly Authorized Officer

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Date	Price Target	Rating	Analyst
4/8/2025	$301.00	Equal-Weight → Overweight	Morgan Stanley
3/10/2025	$287.00	Mkt Perform → Outperform	Raymond James
1/6/2025	$255.00 → $250.00	Buy → Neutral	Citigroup
10/8/2024	$244.00	Buy → Neutral	Redburn Atlantic
9/27/2024	$235.00	Sector Perform	RBC Capital Mkts
9/26/2024	$221.00	Hold	TD Cowen
9/3/2024	$212.00 → $177.00	Neutral → Underperform	BofA Securities
6/21/2024	$206.00 → $187.00	Neutral → Underweight	JP Morgan

SEC Form 10-Q filed by CME Group Inc.

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Director Suskind Dennis sold $271,280 worth of Common Stock Class A (1,000 units at $271.28), decreasing direct ownership by 26% to 2,915 units (SEC Form 4)

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$CME Analyst Ratings

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CME Group upgraded by Morgan Stanley with a new price target

CME Group upgraded by Raymond James with a new price target

CME Group downgraded by Citigroup with a new price target

$CME Financials

Live finance-specific insights

CME Group Inc. Reports All-Time Record Revenue, Adjusted Operating Income, Adjusted Net Income and Adjusted Earnings Per Share for Q1 2025

CME Group Inc. Announces First-Quarter 2025 Earnings Release, Conference Call

CME Group Inc. Reports All-Time Record Annual Revenue, Adjusted Operating Income, Adjusted Net Income and Adjusted Earnings Per Share for 2024

$CME Press Releases

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CME Group to Expand Crypto Derivatives Suite with Launch of XRP Futures

CME Clearing Appoints New Chief Risk Officer

CME Group Inc. Reports All-Time Record Revenue, Adjusted Operating Income, Adjusted Net Income and Adjusted Earnings Per Share for Q1 2025

$CME Large Ownership Changes

This live feed shows all institutional transactions in real time.

SEC Form SC 13G/A filed by CME Group Inc. (Amendment)

SEC Form SC 13G/A filed by CME Group Inc. (Amendment)

SEC Form SC 13G/A filed by CME Group Inc. (Amendment)

$CME Leadership Updates

Live Leadership Updates

CME Clearing Appoints New Chief Risk Officer

Sterling Trading Tech Names Julie Armstrong Chief Commercial Officer

CME Group Appoints Mike Dennis as Global Head of Fixed Income

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