CME-2013.6.30 10Q/A
Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________________________________________________
FORM 10-Q/A
(Amendment No. 1)
_________________________________________________________
(Mark One)
ý
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2013
- 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) 
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  ý    No  ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).                                                    Yes  ý    No  ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer  x
 
  
Accelerated filer     o
 
 
 
 
Non-accelerated filer    o (Do not check if a smaller reporting company)
 
  
Smaller reporting company o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    
Yes  ¨    No  ý
The number of shares outstanding of each of the registrant’s classes of common stock as of July 17, 2013 was as follows: 334,293,706 shares of Class A common stock, $0.01 par value; 625 shares of Class B common stock, Class B-1, $0.01 par value; 813 shares of Class B common stock, Class B-2, $0.01 par value; 1,287 shares of Class B common stock, Class B-3, $0.01 par value; and 413 shares of Class B common stock, Class B-4, $0.01 par value.
EXPLANATORY NOTE:
This amendment on Form 10-Q/A (the Amendment) amends the Quarterly Report on Form 10-Q of CME Group Inc. for the quarter ended June 30, 2013, originally filed with the U.S. Securities and Exchange Commission on August 8, 2013.  The Amendment includes Exhibits 31.1, 31.2 and 32.1, which were not included in the original filing. The Amendment speaks as of the date of the original report and does not update or modify the disclosures therein in any way other than as described above.

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 CME GROUP INC.
FORM 10-Q/A
INDEX
 
 
 
 
 
Page
 
 
 
 
 
Item 1.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Item 2.
 
 
 
Item 3.
 
 
 
Item 4.
 
 
 
 
 
Item 1.
 
 
 
Item 1A.
 
 
 
Item 2.
 
 
 
Item 4.
 
 
 
Item 6.
 
 

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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.
Unless otherwise indicated, references to CME Group Inc. (CME Group) products include references to exchange-traded and cleared-only products on one of its regulated exchanges: 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 The Board of Trade of Kansas City, Missouri, Inc. (KCBT). Products listed on these exchanges and cleared through CME are subject to the rules and regulations of the particular exchange and the applicable rulebook should be consulted. Unless otherwise indicated, references to NYMEX include its subsidiary, COMEX.
Further information about CME Group and its products can be found at http://www.cmegroup.com. Information made available on our Web site does not constitute a part of this Quarterly Report on Form 10-Q/A.
Information about Contract Volume and Average Rate per Contract
All amounts regarding contract volume and average rate per contract exclude our CME credit default swaps, CME interest rate swaps and CME Clearing Europe contracts.
Trademark Information
CME Group is a trademark of CME Group Inc. The Globe logo, CME, Chicago Mercantile Exchange, Globex, E-mini, Green Exchange, The Green Exchange and Design, and GreenX 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. KCBT and Kansas City Board of Trade are trademarks of The Board of Trade of Kansas City, Missouri, Inc. 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. 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/A 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 ensuring that such technology is not vulnerable to security risks;
•
our ability to continue introducing competitive new products and services on a timely, cost-effective basis, including through our electronic trading capabilities, and our ability to maintain the competitiveness of our existing products and services, including our ability to provide effective services to the over-the-counter market;
•
our ability to adjust our fixed costs and expenses if our revenues decline;
•
our ability to maintain existing customers, develop strategic relationships and attract new customers;
•
our ability to expand and offer our products outside the United States;
•
changes in domestic and non-U.S. regulations, including the impact of any changes in domestic and foreign laws or government policy with respect to our industry, including any changes to regulations and policies that require increased financial and operational resources from us or our customers;
•
the costs associated with protecting our intellectual property rights and our ability to operate our business without violating the intellectual property rights of others;

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•
our ability to generate revenue from our market data that may be reduced or eliminated by the growth of electronic trading, the state of the overall economy or declines in subscriptions;
•
changes in our rate per contract due to shifts in the mix of the products traded, the trading venue and the mix of customers (whether the customer receives member or non-member fees or participates in one of our various incentive programs) and the impact of our tiered pricing structure;
•
the ability of our financial safeguards package to adequately protect us from the credit risks of clearing members;
•
the ability of our compliance and risk management methods to effectively monitor and manage our risks, including our ability to prevent errors and misconduct and protect our infrastructure against security breaches and misappropriation of our intellectual property assets;
•
changes in price levels and volatility in the derivatives markets and in underlying equity, foreign exchange, interest rate and commodities markets;
•
economic, political and market conditions, including the volatility of the capital and credit markets and the impact of economic conditions on the trading activity of our current and potential customers stemming from the continued uncertainty in the financial markets;
•
our ability to accommodate increases in contract volume and order transaction traffic without failure or degradation of the performance of our trading and clearing systems;
•
our ability to execute our growth strategy and maintain our growth effectively;
•
our ability to manage the risks and control the costs associated with our acquisition, investment and alliance strategy;
•
our ability to continue to generate funds and/or manage our indebtedness to allow us to continue to invest in our business;
•
industry and customer consolidation;
•
decreases in trading and clearing activity;
•
the imposition of a transaction tax or user fee on futures and options on futures transactions and/or repeal of the 60/40 tax treatment of such transactions;
•
the unfavorable resolution of material legal proceedings; and
•
the seasonality of the futures business. 
For a detailed discussion of these and other factors that might affect our performance, see Item 1A. of our Annual Report on Form 10-K, filed with the Securities and Exchange Commission on February 28, 2013 and Item 1A. of this Quarterly Report on Form 10-Q/A.

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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)
(unaudited)
 
 
June 30, 2013
 
December 31, 2012
Assets
 
 
 
 
Current Assets:
 
 
 
 
Cash and cash equivalents
 
$
1,968.0

 
$
1,604.7

Marketable securities
 
61.3

 
56.6

Accounts receivable, net of allowance of $1.3 and $0.8
 
359.1

 
267.5

Other current assets (includes $40.0 in restricted cash)
 
260.4

 
204.3

Cash performance bonds and guaranty fund contributions
 
14,275.8

 
6,584.8

Total current assets
 
16,924.6

 
8,717.9

Property, net of accumulated depreciation and amortization of $661.2 and $640.4
 
713.2

 
724.0

Intangible assets—trading products
 
17,175.3

 
17,175.3

Intangible assets—other, net
 
2,801.9

 
2,853.7

Goodwill
 
7,569.0

 
7,566.9

Other assets (includes $70.1 and $73.0 in restricted cash)
 
1,698.7

 
1,825.4

Total Assets
 
$
46,882.7

 
$
38,863.2

 
 
 
 
 
Liabilities and Equity
 
 
 
 
Current Liabilities:
 
 
 
 
Accounts payable
 
$
37.0

 
$
41.7

Short-term debt
 
1,499.4

 
749.7

Other current liabilities
 
380.7

 
240.7

Cash performance bonds and guaranty fund contributions
 
14,275.8

 
6,584.8

Total current liabilities
 
16,192.9

 
7,616.9

Long-term debt
 
1,358.2

 
2,106.8

Deferred income tax liabilities, net
 
7,248.2

 
7,413.3

Other liabilities
 
228.8

 
220.5

Total Liabilities
 
25,028.1

 
17,357.5

 
 
 
 
 
Redeemable non-controlling interest
 
—

 
80.8

 
 
 
 
 
CME Group Shareholders’ Equity:
 
 
 
 
Preferred stock, $0.01 par value, 10,000 shares authorized as of June 30, 2013 and December 31, 2012; none issued or outstanding
 
—

 
—

Class A common stock, $0.01 par value, 1,000,000 shares authorized; 332,601 and 331,832 shares issued and outstanding as of June 30, 2013 and December 31, 2012, respectively
 
3.3

 
3.3

Class B common stock, $0.01 par value, 3 shares authorized, issued and outstanding
 
—

 
—

Additional paid-in capital
 
17,452.9

 
17,213.1

Retained earnings
 
4,239.2

 
3,993.4

Accumulated other comprehensive income (loss)
 
153.2

 
209.3

Total CME Group shareholders’ equity
 
21,848.6

 
21,419.1

Non-controlling interest
 
6.0

 
5.8

Total Equity
 
21,854.6

 
21,424.9

Total Liabilities and Equity
 
$
46,882.7

 
$
38,863.2


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
 
Six Months Ended
 
 
June 30,
 
June 30,
 
 
2013
 
2012
 
2013
 
2012
Revenues
 
 
 
 
 
 
 
 
Clearing and transaction fees
 
$
692.5

 
$
643.6

 
$
1,285.7

 
$
1,264.7

Market data and information services
 
79.4

 
110.8

 
160.3

 
225.0

Access and communication fees
 
20.6

 
22.6

 
42.1

 
42.3

Other
 
23.6

 
18.9

 
46.6

 
38.5

Total Revenues
 
816.1

 
795.9

 
1,534.7

 
1,570.5

Expenses
 
 
 
 
 
 
 
 
Compensation and benefits
 
128.9

 
131.1

 
258.3

 
266.2

Communications
 
8.6

 
10.7

 
17.5

 
21.0

Technology support services
 
13.8

 
12.1

 
26.2

 
24.9

Professional fees and outside services
 
27.9

 
40.3

 
49.8

 
72.5

Amortization of purchased intangibles
 
25.9

 
31.3

 
51.8

 
64.1

Depreciation and amortization
 
33.2

 
33.6

 
65.8

 
68.5

Occupancy and building operations
 
19.0

 
18.7

 
37.5

 
39.0

Licensing and other fee agreements
 
26.9

 
23.3

 
48.1

 
44.0

Other
 
24.1

 
25.6

 
66.4

 
49.9

Total Expenses
 
308.3

 
326.7

 
621.4

 
650.1

Operating Income
 
507.8

 
469.2

 
913.3

 
920.4

 
 
 
 
 
 
 
 
 
Non-Operating Income (Expense)
 
 
 
 
 
 
 
 
Investment income
 
18.7

 
6.1

 
22.3

 
18.2

Interest and other borrowing costs
 
(39.2
)
 
(28.9
)
 
(78.2
)
 
(58.0
)
Equity in net gains (losses) of unconsolidated subsidiaries
 
20.2

 
(0.9
)
 
37.7

 
(1.7
)
Other non-operating income (expense)
 
—

 
65.2

 
—

 
65.2

Total Non-Operating
 
(0.3
)
 
41.5

 
(18.2
)
 
23.7

Income before Income Taxes
 
507.5

 
510.7

 
895.1

 
944.1

Income tax provision
 
196.2

 
257.3

 
346.4

 
424.4

Net Income
 
311.3

 
253.4

 
548.7

 
519.7

Less: net income (loss) attributable to non-controlling interests
 
0.1

 
8.5

 
1.7

 
8.2

Net Income Attributable to CME Group
 
$
311.2

 
$
244.9

 
$
547.0

 
$
511.5

 
 
 
 
 
 
 
 
 
Earnings per Common Share Attributable to CME Group:
 
 
 
 
 
 
 
 
Basic
 
$
0.94

 
$
0.74

 
$
1.65

 
$
1.55

Diluted
 
0.93

 
0.74

 
1.64

 
1.54

Weighted Average Number of Common Shares:
 
 
 
 
 
 
 
 
Basic
 
332,341

 
331,078

 
332,148

 
330,946

Diluted
 
334,073

 
332,162

 
333,739

 
332,009

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
 
Six Months Ended
 
 
June 30,
 
June 30,
 
 
2013
 
2012
 
2013
 
2012
Net income
 
$
311.3

 
$
253.4

 
$
548.7

 
$
519.7

Other comprehensive income, net of tax:
 
 
 
 
 
 
 
 
Investment securities:
 
 
 
 
 
 
 
 
Net unrealized holding gains (losses) arising during the period
 
(118.0
)
 
(124.2
)
 
(120.9
)
 
(25.1
)
Income tax benefit (expense)
 
4.7

 
63.3

 
5.9

 
15.1

Investment securities, net
 
(113.3
)
 
(60.9
)
 
(115.0
)
 
(10.0
)
Defined benefit plans:
 
 
 
 
 
 
 
 
Net change in defined benefit plans arising during the period
 
—

 
—

 
1.0

 
0.5

Amortization of net actuarial (gains) losses included in compensation and benefits expense
 
0.8

 
0.6

 
1.6

 
1.2

Income tax benefit (expense)
 
(0.2
)
 
(0.2
)
 
(0.9
)
 
(0.6
)
Defined benefit plans, net
 
0.6

 
0.4

 
1.7

 
1.1

Derivative investments:
 
 
 
 
 
 
 
 
Net unrealized holding gains (losses) arising during the period
 
60.3

 
—

 
85.3

 
—

Amortization of effective portion of loss on cash flow hedges included in interest expense
 
0.7

 
0.2

 
1.4

 
0.4

Income tax benefit (expense)
 
(22.2
)
 
(0.1
)
 
(31.6
)
 
(0.2
)
Derivative investments, net
 
38.8

 
0.1

 
55.1

 
0.2

Foreign currency translation:
 
 
 
 
 
 
 
 
Foreign currency translation adjustments
 
(4.6
)
 
(2.8
)
 
3.2

 
(0.4
)
Reclassification adjustment for loss included in net income
 
—

 
18.4

 
—

 
18.4

Income tax benefit (expense)
 
1.7

 
(5.7
)
 
(1.1
)
 
(6.6
)
Foreign currency translation, net
 
(2.9
)
 
9.9

 
2.1

 
11.4

Other comprehensive income, net of tax
 
(76.8
)
 
(50.5
)
 
(56.1
)
 
2.7

Comprehensive income
 
234.5

 
202.9

 
492.6

 
522.4

Less: comprehensive income (loss) attributable to redeemable non-controlling interest
 
0.1

 
8.5

 
1.7

 
8.2

Comprehensive Income Attributable to CME Group
 
$
234.4

 
$
194.4

 
$
490.9

 
$
514.2

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)
 
 
 
Class A
Common
Stock
(Shares)
 
Class B
Common
Stock
(Shares)
 
Common
Stock and
Additional
Paid-in
Capital
 
Retained
Earnings
 
Accumulated
Other
Comprehensive
Income (Loss)
 
Total CME Group
Shareholders’
Equity
 
Non-Controlling Interest
 
Total Equity
Balance at December 31, 2012
 
331,832

 
3

 
$
17,216.4

 
$
3,993.4

 
$
209.3

 
$
21,419.1

 
$
5.8

 
$
21,424.9

Net income attributable to CME Group and non-controlling interest
 
 
 
 
 
 
 
547.0

 
 
 
547.0

 
0.2

 
547.2

Other comprehensive income attributable to CME Group
 
 
 
 
 
 
 
 
 
(56.1
)
 
(56.1
)
 
 
 
(56.1
)
Dividends on common stock of $0.90 per share
 
 
 
 
 
 
 
(301.2
)
 
 
 
(301.2
)
 
 
 
(301.2
)
Tax benefits and gain related to Index Services non-controlling purchase
 
 
 
 
 
182.3

 
 
 
 
 
182.3

 
 
 
182.3

Exercise of stock options
 
691

 
 
 
28.1

 
 
 
 
 
28.1

 
 
 
28.1

Excess tax benefits from option exercises and restricted stock vesting
 
 
 
 
 
2.1

 
 
 
 
 
2.1

 
 
 
2.1

Vesting of issued restricted Class A common stock
 
42

 
 
 
(1.5
)
 
 
 
 
 
(1.5
)
 
 
 
(1.5
)
Shares issued to Board of Directors
 
27

 
 
 
2.1

 
 
 
 
 
2.1

 
 
 
2.1

Shares issued under Employee Stock Purchase Plan
 
9

 
 
 
0.7

 
 
 
 
 
0.7

 
 
 
0.7

Stock-based compensation
 
 
 
 
 
26.0

 
 
 
 
 
26.0

 
 
 
26.0

Balance at June 30, 2013
 
332,601

 
3

 
$
17,456.2

 
$
4,239.2

 
$
153.2

 
$
21,848.6

 
$
6.0

 
$
21,854.6

See accompanying notes to unaudited consolidated financial statements.

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CME GROUP INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EQUITY (continued)
(dollars in millions, except per share data; shares in thousands)
(unaudited)
 
 
 
Class A
Common
Stock
(Shares)
 
Class B
Common
Stock
(Shares)
 
Common
Stock and
Additional
Paid-in
Capital
 
Retained
Earnings
 
Accumulated
Other
Comprehensive
Income (Loss)
 
Total CME Group
Shareholders’
Equity
 
Non-Controlling Interest
 
Total Equity
Balance at December 31, 2011
 
330,653

 
3

 
$
17,115.8

 
$
4,324.6

 
$
111.6

 
$
21,552.0

 
$
—

 
$
21,552.0

Net income attributable to CME Group
 
 
 
 
 
 
 
511.5

 
 
 
511.5

 


 
511.5

Other comprehensive income attributable to CME Group
 
 
 
 
 
 
 
 
 
2.7

 
2.7

 
 
 
2.7

Dividends on common stock of $1.49 per share
 
 
 
 
 
 
 
(495.8
)
 
 
 
(495.8
)
 
 
 
(495.8
)
Exercise of stock options
 
452

 
 
 
11.5

 
 
 
 
 
11.5

 
 
 
11.5

Excess tax benefits from option exercises and restricted stock vesting
 
 
 
 
 
3.4

 
 
 
 
 
3.4

 
 
 
3.4

Vesting of issued restricted Class A common stock
 
94

 
 
 
(3.2
)
 
 
 
 
 
(3.2
)
 
 
 
(3.2
)
Shares issued to Board of Directors
 
40

 
 
 
2.2

 
 
 
 
 
2.2

 
 
 
2.2

Shares issued under Employee Stock Purchase Plan
 
13

 
 
 
0.7

 
 
 
 
 
0.7

 
 
 
0.7

Stock-based compensation
 
 
 
 
 
35.0

 
 
 
 
 
35.0

 
 
 
35.0

Balance at June 30, 2012
 
331,252

 
3

 
$
17,165.4

 
$
4,340.3

 
$
114.3

 
$
21,620.0

 
$
—

 
$
21,620.0

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) 
 
 
Six Months Ended
June 30,
 
 
2013
 
2012
Cash Flows from Operating Activities
 
 
 
 
Net income
 
$
548.7

 
$
519.7

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
 
Stock-based compensation
 
26.0

 
35.0

Amortization of purchased intangibles
 
51.8

 
64.1

Depreciation and amortization
 
65.8

 
68.5

Gain on contribution of Dow Jones Index index business
 
—

 
(84.5
)
Loss on sale of Credit Market Analysis Ltd.
 
—

 
19.3

Equity in net (gains) losses of unconsolidated subsidiaries
 
(37.7
)
 
1.7

Deferred income taxes
 
(10.8
)
 
45.0

Change in:
 
 
 
 
Accounts receivable
 
(92.1
)
 
(73.6
)
Other current assets
 
28.6

 
4.3

Other assets
 
44.6

 
(2.3
)
Accounts payable
 
(4.7
)
 
8.5

Income taxes payable
 
35.7

 
46.5

Other current liabilities
 
108.2

 
(0.4
)
Other liabilities
 
0.1

 
4.6

Other
 
4.6

 
1.4

Net Cash Provided by Operating Activities
 
768.8

 
657.8

 
 
 
 
 
Cash Flows from Investing Activities
 
 
 
 
Proceeds from maturities of available-for-sale marketable securities
 
17.5

 
9.3

Purchases of available-for-sale marketable securities
 
(18.3
)
 
—

Purchases of property
 
(55.8
)
 
(63.6
)
Proceeds from sale of building property
 
—

 
151.5

Proceeds from sale of Credit Market Analysis Ltd., net of cash sold with business
 
—

 
42.4

Investment in business ventures
 
—

 
(67.8
)
Net Cash Provided by (Used in) Investing Activities
 
(56.6
)
 
71.8

 
 
 
 
 
Cash Flows from Financing Activities
 
 
 
 
Cash dividends
 
(299.8
)
 
(494.2
)
Purchase of non-controlling interest in CME Group Index Holdings LLC
 
(80.0
)
 
—

Proceeds from exercise of stock options
 
28.1

 
11.5

Excess tax benefits related to employee option exercises and restricted stock vesting
 
2.1

 
3.4

Other
 
0.7

 
0.6

Net Cash Used in Financing Activities
 
(348.9
)
 
(478.7
)
 
 
 
 
 
Net change in cash and cash equivalents
 
363.3

 
250.9

Cash and cash equivalents, beginning of period
 
1,604.7

 
1,042.3

Cash and Cash Equivalents, End of Period
 
$
1,968.0

 
$
1,293.2

 
 
 
 
 
Supplemental Disclosure of Cash Flow Information
 
 
 
 
Income taxes paid
 
$
312.1

 
$
329.1

Interest paid
 
66.9

 
55.3

Non-cash investing activities:
 
 
 
 
Investment in S&P/Dow Jones Indices LLC
 
—

 
878.4

See accompanying notes to unaudited consolidated financial statements.

10
Table of Contents

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), The Board of Trade of Kansas City, Missouri, Inc. (KCBT), and their respective subsidiaries (collectively, the exchange).
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 normal recurring adjustments considered necessary to present fairly the financial position of the company at June 30, 2013 and December 31, 2012 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, 2012, filed with the Securities and Exchange Commission (SEC) on February 28, 2013.
2. Business Transactions
In April 2013, the company purchased the non-controlling interest in CME Group Index Holdings LLC (Index Holdings) for $80.0 million. Prior to the purchase, the company maintained a 24.4% interest in S&P/Dow Jones Indices LLC (S&P/DJI). As a result of the purchase of the non-controlling interest, the company's interest in S&P/DJI increased to 27%. The company also recognized a $180.0 million tax benefit through additional paid-in capital. The tax benefit was due to a reduction in deferred tax liabilities related to the tax basis in Index Holdings. The company also recognized a $2.3 million gain through additional paid-in capital related to the purchase of the non-controlling interest.

11
Table of Contents

3. Intangible Assets
Intangible assets consisted of the following at June 30, 2013 and December 31, 2012:
 
 
 
June 30, 2013
 
December 31, 2012
(in millions)
 
Assigned Value
 
Accumulated
Amortization
 
Net Book
Value
 
Assigned Value
 
Accumulated
Amortization
 
Net Book
Value
Amortizable Intangible Assets:
 
 
 
 
 
 
 
 
 
 
 
 
Clearing firm, market data and other customer relationships
 
$
2,838.8

 
$
(515.3
)
 
$
2,323.5

 
$
2,838.8

 
$
(467.4
)
 
$
2,371.4

Lease-related intangibles
 
25.4

 
(9.2
)
 
16.2

 
25.4

 
(8.2
)
 
17.2

Technology-related intellectual property
 
29.4

 
(17.3
)
 
12.1

 
29.4

 
(14.4
)
 
15.0

Trade name
 
0.2

 
(0.1
)
 
0.1

 
0.2

 
(0.1
)
 
0.1

Total amortizable intangible assets
 
$
2,893.8

 
$
(541.9
)
 
2,351.9

 
$
2,893.8

 
$
(490.1
)
 
2,403.7

 
 
 
 
 
 
 
 
 
 
 
 
 
Indefinite-Lived Intangible Assets:
 
 
 
 
 
 
 
 
 
 
 
 
Trade names
 
 
 
 
 
450.0

 
 
 
 
 
450.0

Total intangible assets – other, net
 
 
 
 
 
$
2,801.9

 
 
 
 
 
$
2,853.7

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. (CBOT Holdings), NYMEX Holdings, Inc. (NYMEX Holdings) and The Board of Trade of Kansas City, Missouri, Inc. (KCBT). Clearing and transaction fees revenues are generated through the trading of these products. These trading products, most of which have traded for decades, require authorization from the CFTC. Product authorizations from the CFTC have no term limits.
Total amortization expense for intangible assets was $25.9 million and $31.3 million for the quarters ended June 30, 2013 and 2012, respectively. Total amortization expense for intangible assets was $51.8 million and $64.1 million for the first six months of 2013 and 2012, respectively. As of June 30, 2013, the future estimated amortization expense related to amortizable intangible assets is expected to be as follows:
(in millions)
 Amortization Expense
Remainder of 2013
$
51.0

2014
101.5

2015
101.3

2016
97.9

2017
97.3

2018
96.5

Thereafter
1,806.4


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Table of Contents

4. Debt
Short-term debt consisted of the following at June 30, 2013 and December 31, 2012:
(in millions)
 
June 30, 2013
 
December 31, 2012
$750.0 million fixed rate notes due August 2013, stated rate of 5.40%
 
$
750.0

 
$
749.7

$750.0 million fixed rate notes due February 2014, stated rate of 5.75%
 
749.4

 
—

Total short-term debt
 
$
1,499.4

 
$
749.7

Long-term debt consisted of the following at June 30, 2013 and December 31, 2012: 
(in millions)
 
June 30, 2013
 
December 31, 2012
$750.0 million fixed rate notes due February 2014, stated rate of 5.75%
 
$
—

 
$
749.0

$612.5 million fixed rate notes due March 2018, stated rate of 4.40%(1)
 
610.3

 
610.1

$750.0 million fixed rate notes due September 2022, stated rate of 3.00% (2)
 
747.9

 
747.7

Total long-term debt
 
$
1,358.2

 
$
2,106.8

(1)
In February 2010, the company entered into a forward-starting interest rate swap agreement that modified the interest obligation associated with these notes so that the interest payable on the notes effectively became fixed at a rate of 4.46%.
(2)
In August 2012, the company entered into a forward-starting interest rate swap agreement that modified the interest obligation associated with these notes so that the interest payable on the notes effectively became fixed at a rate of 3.32%.
Long-term debt maturities, at par value, were as follows as of June 30, 2013:  
(in millions)
Par Value
2014
$
—

2015
—

2016
—

2017
—

2018
612.5

Thereafter
750.0

The fair values of the fixed rate notes due 2013, 2014 and 2022 were estimated using quoted market prices and are considered level 2 liabilities under the classification hierarchy for fair value measurements. The fair value of the fixed rate notes due 2018, which is considered a level 3 liability, was derived using a standard valuation model with market-based observable inputs including U.S. Treasury yields and interest rate spreads. For further information on the three-level classification hierarchy of fair value measurements, see note 9. At June 30, 2013, the fair values of the fixed rate notes by maturity date were as follows:
(in millions)
Fair Value
$750.0 million fixed rate notes due August 2013
$
751.9

$750.0 million fixed rate notes due February 2014
770.6

$612.5 million fixed rate notes due March 2018
658.3

$750.0 million fixed rate notes due September 2022
710.4

5. Derivative Investments
The company mitigates certain financial exposures to interest rate risk through the use of derivative financial instruments as part of its risk management program. All derivatives have been designated as cash flow hedges.
In August 2012, the company entered into two forward-starting interest rate swap contracts, with an aggregate notional value of $1.5 billion, to hedge the risk of changes in underlying benchmark interest rates associated with the expected issuances of fixed-rate debt. One of these swap contracts was settled in conjunction with the issuance of fixed rate debt in September 2012. The hedge was considered highly effective. The effective portion is included in other comprehensive income and is being amortized over the term of the debt.

13


The fair value and location of outstanding derivative instruments in the consolidated balance sheets as of June 30, 2013 and December 31, 2012 were as follows:
 
 
 
 
Fair Value
(in millions)
 
Balance Sheet Location
 
June 30, 2013
 
December 31, 2012
Interest rate contract
 
Other current assets (other liabilities)
 
$
84.3

 
$
(1.0
)
The effect of derivative instruments on the consolidated statements of income as well as accumulated other comprehensive income (OCI) within the consolidated statements of comprehensive income and consolidated statements of shareholders' equity for the six months ended June 30, 2013 and 2012 were as follows.
 
 
Gains (Losses)
 Recognized in OCI
(Effective Portion)
 
Gains (Losses) Reclassified from
Accumulated OCI
(Effective Portion)
 
Gains (Losses)
Recognized in Income
(Ineffective Portion)
(in millions)
 
2013
2012
 
Location
 
2013
2012
 
Location
 
2013
2012
Interest rate contracts
 
$
85.3

$
—

 
Interest and other borrowing costs
 
$
(1.4
)
$
(0.4
)
 
Gains (losses) on derivative investments
 
$
—

$
—

At June 30, 2013, the company expects to reclassify $2.9 million of losses on derivative instruments from accumulated other comprehensive income to net income as additional interest expense during the next twelve months.
6. Contingencies
Legal and Regulatory Matters. In 2008, Fifth Market, Inc. (Fifth Market) filed a complaint against CME Group and CME in the Delaware District Court seeking a permanent injunction against CME's Globex system and unquantified enhanced damages for what the plaintiff alleges is willful infringement of two patents, in addition to costs, expenses and attorneys' fees. The case was stayed pending the outcome of CME's request for reexamination by the U.S. Patent and Trademark Office (USPTO). The reexaminations resulted in some claims being rejected and others being confirmed. In June 2013, the court lifted the stay. The validity of the patents, however, remains subject to further review by the USPTO. Based on its investigation to date and advice from legal counsel, the company believes this suit is without merit and intends to defend itself vigorously against these charges.
In 2009, CME and CBOT filed a complaint against Howard Garber in the Northern District of Illinois seeking a declaratory judgment that neither CME nor CBOT infringed the Garber patent, which relates to electronic market makers, and that the patent is invalid and unenforceable. The Technology Research Group (TRG) was substituted for Mr. Garber in 2009 and TRG filed counterclaims alleging patent infringement and other related claims. In 2011, the case was dismissed with the right to reinstate pending the outcome of a reexamination by the USPTO. In August 2013, the USPTO rejected all claims in the patent, which decision remains subject to appeal. Based on its investigation to date and advice from legal counsel, the company believes this suit is without merit and intends to defend itself vigorously against these charges.
In 2009, Realtime Data LLC (Realtime) filed a complaint against CME Group and other exchanges in the Eastern District of Texas alleging willful infringement of four patents relating to the company's market data and information services, which was later amended to add CBOT and NYMEX as defendants. Subsequently, two additional lawsuits have been filed each adding a claim for the infringement of an additional patent. Both of these lawsuits have been consolidated with the original action. Realtime is seeking a permanent injunction, enhanced damages, attorneys' fees and costs. In 2011, the case was transferred to the Southern District of New York. Two of the original four patents were dropped from the case by Realtime. In 2012, the court entered judgment in CME's favor based on invalidity and non-infringement, which is being appealed. The USPTO is conducting a parallel review of the four patents that remain at issue. Based on its investigation to date and advice from legal counsel, the company believes this suit is without merit and intends to defend itself vigorously against these charges.
The foregoing legal matters involve alleged infringements of intellectual property which, due to their nature, involve potential liability that is uncertain, difficult to quantify and involves a wide range of potential outcomes. The company believes that the matters are without merit, and the company intends to defend itself vigorously against the claims. We expect the re-examinations by the USPTO in the Fifth Market, Garber and Realtime matters, including any appeals thereof, to result in a determination of the validity of the patents at issue which we expect will have an impact on the merits of the matters. Given the uncertainty of the potential outcome of the re-examinations as well as other factors which may potentially impact the resolution of these matters, at this time the company is unable to estimate the reasonably possible loss or range of reasonably possible loss in the unlikely event it were found to be liable at trial in these matters.
A number of lawsuits were filed in federal court in New York on behalf of all commodity account holders or customers of MF Global who had not received a return of 100% of their funds. These matters have been consolidated into a single action in federal court in New York, and a consolidated amended class action complaint was filed on November 5, 2012. The class action

14
Table of Contents

complaint alleges that CME violated the Commodity Exchange Act (CEA), aided and abetted violations of the CEA by other defendants, and aided and abetted a breach of fiduciary duty by certain officers and directors of MF Global. The class complaint also alleges that CME Group aided and abetted CME's violation of the CEA. The complaint does not allege the amount of damages sought, but rather seeks compensatory and exemplary damages to be determined at trial. Based on the initial analysis of the class complaint, the company believes that it has strong legal and factual defenses to the claims. Given that this matter is in the very early stage, at this time the company is unable to estimate the reasonably possible loss or range of reasonably possible loss in the unlikely event it was found to be liable in this matter.
In February 2013, the CFTC filed suit against NYMEX and two former employees alleging disclosure of confidential customer information in violation of the CEA. Based on the initial review of the complaint, the company believes that it has strong factual and legal defenses to the claim.
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 its 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.
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 basis will not have a material impact on its consolidated financial position or results of operations.
At June 30, 2013 and December 31, 2012, the company had accrued $13.3 million and $13.2 million, respectively, for legal and regulatory matters that were probable and estimable.
Intellectual Property Indemnifications. Certain agreements with customers and other third parties related to accessing the CME platforms; utilizing market data services; and licensing CME SPAN software may contain indemnifications from intellectual property claims that may be made against them as a result of their use of the applicable products and/or services. The potential future claims relating to these indemnifications cannot be estimated and, therefore, no liability has been recorded.
7. Guarantees
Clearing House Contract Settlement. CME and CME Clearing Europe Limited (CMECE) mark-to-market open positions for most products at least twice a day. Based on values derived from the mark-to-market process, CME and CMECE require payment from clearing firms whose positions have lost value and make payments to clearing firms whose positions have gained value. For select cleared-only markets, positions are marked-to-market once daily, with the capability to mark-to-market more frequently as market conditions warrant. Under the extremely unlikely scenario of simultaneous default by every clearing firm who has open positions with unrealized losses, the maximum exposure related to CME's and CMECE’s guarantee would be one half day of changes in fair value of all open positions, before considering CME's and CMECE’s ability to access defaulting clearing firms’ performance bond and guaranty fund balances as well as other available resources. During the first six months of 2013, CME and CMECE transferred an average of approximately $2.4 billion a day through their clearing systems for settlement from clearing firms whose positions had lost value to clearing firms whose positions had gained value. CME and CMECE reduce the guarantee exposure through initial and maintenance performance bond requirements and mandatory guaranty fund contributions. The company believes that its guarantee liability is immaterial and therefore has not recorded any liability at June 30, 2013.
Mutual Offset Agreement. CME and Singapore Exchange Limited (SGX) have a mutual offset agreement with a current term through October 2013. The term of the agreement will automatically renew for a one-year period unless either party provides advance notice of their intent to terminate. CME can maintain collateral in the form of U.S. Treasury securities or irrevocable letters of credit. At June 30, 2013, CME was contingently liable to SGX on irrevocable letters of credit totaling $360.0 million. Regardless of the collateral, CME guarantees all cleared transactions submitted through SGX and would initiate procedures designed to satisfy these financial obligations in the event of a default, such as the use of performance bonds and guaranty fund contributions of the defaulting clearing firm.
Cross-Margin Agreements. CME and The Options Clearing Corporation (OCC) have a cross-margin arrangement, whereby a common clearing firm may maintain a cross-margin account in which the clearing firm's positions in certain CME futures and options on futures contracts are combined with certain positions cleared by OCC for purposes of calculating performance bond requirements. The performance bond deposits are held jointly by CME and OCC. If a participating firm defaults, the gain or loss on the liquidation of the firm's open position and the proceeds from the liquidation of the cross-margin account would be allocated 50% each to CME and OCC.

15
Table of Contents

A cross-margin agreement exists with CME and Fixed Income Clearing Corp (FICC) whereby the clearing firms' offsetting positions with CME are subject to reduced margin requirements. Clearing firms maintain separate performance bond deposits with each clearing house, but depending on the net offsetting positions between CME and FICC, each clearing house may reduce the firm's performance bond requirement. In the event of a firm default, the total liquidation net gain or loss on the firm's offsetting open positions and the proceeds from the liquidation of the performance bond collateral held by each clearing house's supporting offsetting positions would be divided evenly between CME and FICC. Additionally, if, after liquidation of all the positions and collateral of the defaulting firm at each respective clearing organization, and taking into account any cross-margining loss sharing payments, any of the participating clearing organizations has a remaining liquidating surplus, and any other participating clearing organization has a remaining liquidating deficit, any additional surplus from the liquidation would be shared with the other clearing house to the extent that it has a remaining liquidating deficit. Any remaining surplus funds would be passed to the bankruptcy trustee.
Family Farmer and Rancher Protection Fund. In April 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 CME Group agricultural 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 payment amount of $100.0 million. Since its establishment, the Fund has made payments of approximately $2.0 million, which leaves $98.0 million available for future claims. If payments to participants were to exceed this amount, payments would be pro-rated. Clearing members and customers must register in advance with the company and provide certain documentation in order to substantiate their eligibility. The company believes that its guarantee liability is immaterial and therefore has not recorded any liability at June 30, 2013.
8. Accumulated Other Comprehensive Income
The following tables present changes in the accumulated balances for each component of other comprehensive income, including current period other comprehensive income and reclassifications out of accumulated other comprehensive income, net of tax and after non-controlling interests:
(in millions)
Investment Securities
 
Defined Benefit Plans
 
Derivative Instruments
 
Foreign Currency Translation
 
Total
Balance at December 31, 2012
$
256.7

 
$
(32.4
)
 
$
(16.4
)
 
$
1.4

 
$
209.3

Other comprehensive income before reclassifications
(115.0
)
 
0.7

 
54.2

 
2.1

 
(58.0
)
Amounts reclassified from accumulated other comprehensive income
—

 
1.0

 
0.9

 
—

 
1.9

Net current-period other comprehensive income
(115.0
)
 
1.7

 
55.1

 
2.1

 
(56.1
)
Balance at June 30, 2013
$
141.7

 
$
(30.7
)
 
$
38.7

 
$
3.5

 
$
153.2

(in millions)
Investment Securities
 
Defined Benefit Plans
 
Derivative Instruments
 
Foreign Currency Translation
 
Total
Balance at December 31, 2011
$
148.4

 
$
(26.1
)
 
$
(1.2
)
 
$
(9.5
)
 
$
111.6

Other comprehensive income before reclassifications
(10.0
)
 
0.3

 
—

 
(0.3
)
 
(10.0
)
Amounts reclassified from accumulated other comprehensive income
—

 
0.8

 
0.2

 
11.7

 
12.7

Net current-period other comprehensive income
(10.0
)
 
1.1

 
0.2

 
11.4

 
2.7

Balance at June 30, 2012
$
138.4

 
$
(25.0
)
 
$
(1.0
)
 
$
1.9

 
$
114.3

In the second quarter of 2012, the company recognized an $18.4 million foreign currency translation loss related to the sale of Credit Market Analysis Ltd. (CMA) within other non-operating income (expense).




16
Table of Contents

9. 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, other than level 1 inputs, such as quoted prices for similar assets and liabilities in active markets or inputs other than quoted prices that are directly observable.
•
Level 3 inputs consist of unobservable inputs which are derived and cannot be corroborated by market data or other entity-specific inputs.
In general, the company uses quoted prices in active markets for identical assets to determine the fair value of marketable securities and equity investments. Level 1 assets generally include U.S. Treasury securities and investments in publicly traded mutual funds with quoted market prices. If quoted prices are not available to determine fair value, the company uses other inputs that are directly observable.
Assets included in level 2 generally consist of asset-backed securities and interest rate swap contracts. Asset-backed securities were measured at fair value based on matrix pricing using prices of similar securities with similar inputs such as maturity dates, interest rates and credit ratings. The company determined the fair value of its interest rate swap contracts using standard valuation models with market-based observable inputs including forward and spot exchange rates and interest rate curves.
The company determined the fair value of its contingent consideration liabilities, considered level 3 liabilities, using a discounted cash flow model to calculate the present value of future payouts. The liabilities were included in level 3 because management used significant unobservable inputs, including a discount rate of 20% and probability of payout ranging from 91% to 100%. Significant increases or decreases in any of those inputs in isolation would result in a significantly higher or lower fair value.
Financial assets and liabilities recorded in the consolidated balance sheet as of June 30, 2013 were classified in their entirety based on the lowest level of input that was significant to each asset or liability's fair value measurement.
Financial Instruments Measured at Fair Value on a Recurring Basis:
 
 
June 30, 2013
(in millions)
 
Level 1
 
Level 2
 
Level 3
 
Total
Assets at Fair Value:
 
 
 
 
 
 
 
 
Marketable securities:
 
 
 
 
 
 
 
 
U.S. Treasury securities
 
$
18.3

 
$
—

 
$
—

 
$
18.3

Mutual funds
 
42.6

 
—

 
—

 
42.6

Asset-backed securities
 
—

 
0.4

 
—

 
0.4

Total Marketable Securities
 
60.9

 
0.4

 
—

 
61.3

Equity investments
 
599.5

 
—

 
—

 
599.5

Interest rate swap contracts
 
—

 
84.3

 
—

 
84.3

Total Assets at Fair Value
 
$
660.4

 
$
84.7

 
$
—

 
$
745.1

 
 
 
 
 
 
 
 
 
Liabilities at Fair Value:
 
 
 
 
 
 
 
 
Contingent consideration
 
—

 
—

 
5.8

 
5.8

Total Liabilities at Fair Value
 
$
—

 
$
—

 
$
5.8

 
$
5.8

There were no transfers of assets between level 1 and level 2 during the first six months of 2013. The following is a reconciliation of liabilities valued at fair value on a recurring basis using significant unobservable inputs (level 3) during the first six months of 2013. There were no assets classified as level 3 during the first six months of 2013.
(in millions)
Contingent Consideration
Fair value of liability at December 31, 2012
$
12.6

Unrealized changes in fair value:
 
Included in other expenses
0.5

Settlements
(7.3
)
Fair value of liability at June 30, 2013
$
5.8


17
Table of Contents

There were no assets or liabilities valued at fair value on a nonrecurring basis using significant unobservable inputs (level 3) during the first six months of 2013.
10. Earnings Per Share
Basic earnings per share is computed by dividing net income attributable to CME Group by the weighted average number of shares of all classes of common stock outstanding for each reporting period. Diluted earnings per share reflects the increase in shares using the treasury stock method to reflect the impact of an equivalent number of shares of common stock if stock options were exercised and restricted stock awards were converted into common stock. Anti-dilutive stock options and restricted stock awards were as follows for the periods presented:
 
Quarter Ended
June 30,
 
Six Months Ended
June 30,
(in thousands)
2013
 
2012
 
2013
 
2012
Stock options
1,627

 
5,184

 
1,647

 
5,184

Restricted stock awards
—

 
12

 
—

 
28

Total
1,627

 
5,196

 
1,647

 
5,212

The following table presents the earnings per share calculation for the periods presented:
 
 
Quarter Ended
June 30,
 
Six Months Ended
June 30,
 
 
2013
 
2012
 
2013
 
2012
Net Income Attributable to CME Group (in millions)
 
$
311.2

 
$
244.9

 
$
547.0

 
$
511.5

Weighted Average Number of Common Shares (in thousands):
 
 
 
 
 
 
 
 
Basic
 
332,341

 
331,078

 
332,148

 
330,946

Effect of stock options and restricted stock awards
 
1,732

 
1,084

 
1,591

 
1,063

Diluted
 
334,073


332,162

 
333,739

 
332,009

Earnings per Common Share Attributable to CME Group:
 
 
 
 
 
 
 
 
Basic
 
$
0.94

 
$
0.74

 
$
1.65

 
$
1.55

Diluted
 
0.93

 
0.74

 
1.64

 
1.54

11. Subsequent Events
The company has evaluated subsequent events through the date the financial statements were issued and has determined that there are no subsequent events that require disclosure except for the following:
In August 2013, the company repaid the $750.0 million fixed rate notes due August 2013.


18
Table of Contents

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/A and in our Annual Report on Form 10-K for the year ended December 31, 2012.
References in this discussion and analysis to “we,” “us” and “our” are to CME Group and its consolidated subsidiaries, collectively. References to “exchange” are to Chicago Mercantile Exchange Inc. (CME), Board of Trade of the City of Chicago, Inc. (CBOT), New York Mercantile Exchange, Inc. (NYMEX), Commodity Exchange, Inc. (COMEX), and The Board of Trade of Kansas City, Missouri, Inc. (KCBT), collectively, unless otherwise noted.
RESULTS OF OPERATIONS
Financial Highlights
The following summarizes significant changes in our financial performance for the periods presented.
 
 
Quarter Ended
June 30,
 
 
 
Six Months Ended
June 30,
 
 
(dollars in millions, except per share data)
 
2013
 
2012
 
Change
 
2013
 
2012
 
Change
Total revenues
 
$
816.1

 
$
795.9

 
3
 %
 
$
1,534.7

 
$
1,570.5

 
(2
)%
Total expenses
 
308.3

 
326.7

 
(6
)
 
621.4

 
650.1

 
(4
)
Operating margin
 
62
%
 
59
%
 
 
 
60
%
 
59
%
 
 
Non-operating income (expense)
 
$
(0.3
)
 
$
41.5

 
(101
)
 
$
(18.2
)
 
$
23.7

 
(177
)
Effective tax rate
 
39
%
 
50
%
 
 
 
39
%
 
45
%
 
 
Net income attributable to CME Group
 
$
311.2

 
$
244.9

 
27

 
$
547.0

 
$
511.5

 
7

Diluted earnings per common share attributable to CME Group
 
0.93

 
0.74

 
26

 
1.64

 
1.54

 
6

Cash flows from operating activities
 
 
 
 
 
 
 
768.8

 
657.8

 
17

•
In the second quarter of 2013 compared with the same period in 2012, the overall increase in revenues was attributable to an increase in clearing and transaction fees resulting from higher contract volumes. The increase was partially offset by a decline in market data and information services revenue resulting from the de-consolidation of our index business that was contributed to S&P/Dow Jones Indices LLC (S&P/DJI), a new business venture with The McGraw-Hill Companies Inc. (McGraw), and the sale of Credit Market Analysis Ltd. (CMA) to McGraw. The overall decrease in revenues in the first six months of 2013 when compared with the same period in 2012 resulted from a decline in market data and information services revenue due to the de-consolidation of our index business and the sale of CMA partially offset by an increase in clearing and transaction fees revenue resulting from higher contract volumes.
•
The overall decreases in expenses in the second quarter and first six months of 2013 when compared with the same periods in 2012 were largely due to the declines in expenses resulting from the de-consolidation of our index business contributed to S&P/DJI and the sale of CMA. The overall decrease in expenses in the first six months of 2013 was partially offset by an increase in currency fluctuation losses resulting from unfavorable changes in exchange rates on certain foreign cash balances. Additionally, an increase in bonus expense related to improved performance relative to our cash earnings target partially offset the decrease in overall expenses in the second quarter and first six months of 2013.
•
The declines in non-operating income in the second quarter and first six months of 2013 when compared with the same periods in 2012 were attributable to the gain recognized in the second quarter of 2012 related to the de-consolidation of our index business that was contributed to S&P/DJI and the sale of CMA to McGraw. The declines in non-operating income were partially offset by the increase in income from our investment in S&P/DJI.
•
The decrease in the effective tax rate in the second quarter and first six months of 2013 was due to the establishment of deferred tax liabilities associated with the closing of our venture with McGraw in the second quarter of 2012. The decrease was partially offset by non-recurring reductions to tax expense in the second quarter of 2012 related to the closing of the business venture and the sale of CMA.

19


•
The increase in cash flows from operating activities in the first six months of 2013 when compared with the same period in 2012 was due to an increase in cash collateral on hand related to our forward-starting interest rate swap contract.
Revenues
 
 
Quarter Ended
June 30,
 
 
 
Six Months Ended
June 30,
 
 
(dollars in millions)
 
2013
 
2012
 
Change
 
2013
 
2012
 
Change
Clearing and transaction fees
 
$
692.5

 
$
643.6

 
8
 %
 
$
1,285.7

 
$
1,264.7

 
2
 %
Market data and information services
 
79.4

 
110.8

 
(28
)
 
160.3

 
225.0

 
(29
)
Access and communication fees
 
20.6

 
22.6

 
(9
)
 
42.1

 
42.3

 
—

Other
 
23.6

 
18.9

 
24

 
46.6

 
38.5

 
21

Total Revenues
 
$
816.1

 
$
795.9

 
3

 
$
1,534.7

 
$
1,570.5

 
(2
)
Clearing and Transaction Fees
The following table summarizes our total contract volume, revenue and average rate per contract. Total volume includes contracts that are traded on our exchange and cleared through our clearing house as well as cleared-only CME ClearPort 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 revenue by total contract volume. All amounts in the following tables exclude our CME credit default swap, CME interest rate swap and all CME Clearing Europe contracts.
 
 
Quarter Ended
June 30,
 
 
 
Six Months Ended
June 30,
 
 
 
 
2013
 
2012
 
Change
 
2013
 
2012
 
Change
Total contract volume (in millions)
 
916.7

 
792.1

 
16
 %
 
1,667.2

 
1,555.1

 
7
 %
Clearing and transaction fees (in millions)
 
$
685.6

 
$
642.9

 
7

 
$
1,275.6

 
$
1,262.1

 
1

Average rate per contract
 
$
0.748

 
$
0.812

 
(8
)
 
$
0.765

 
$
0.812

 
(6
)
We estimate the following increases (decreases) in clearing and transaction fees based on changes in total contract volume and changes in average rate per contract during the second quarter and first six months of 2013 when compared with the same periods in 2012. 
(in millions)
 
Quarter Ended
 
Six Months Ended
Increases due to changes in total contract volume
 
$
93.2

 
$
85.8

Decreases due to changes in average rate per contract
 
(50.5
)
 
(72.3
)
Increases in clearing and transaction fees
 
$
42.7

 
$
13.5

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 volume, the changes in revenue attributable to changes in each is only an approximation.
Overall clearing and transaction fees revenues include revenues from our cleared-only CME interest rate swap and credit default swap contracts. In the second quarter and first six months of 2013 when compared with the same periods of 2012, clearing and transaction fees generated from our CME cleared over-the-counter interest rate and credit default swap contracts increased by $5.8 million and $7.1 million, respectively. The increases in revenues were largely attributable to the first and second phases of the over-the-counter clearing mandate required by the Dodd-Frank Wall Street Reform and Consumer Protection Act in March and June 2013.

20
Table of Contents

Contract Volume
The following table summarizes average daily contract volume. Contract volume can be influenced by many factors, including political and economic factors, the regulatory environment and market competition.  The overall increases in contract volume in the second quarter and first six months of 2013 when compared with the same periods of 2012 were largely attributable to higher interest rate contract volume in May and June 2013 resulting from changing market expectations regarding the Federal Reserve's continued zero interest rate policy and its intention to exit the quantitative easing strategy. Average daily contract volume amounts exclude our CME credit default swap, CME interest rate swap and all CME Clearing Europe contracts.
 
 
Quarter Ended
June 30,
 
 
 
Six Months Ended
June 30,
 
 
(amounts in thousands)
 
2013
 
2012
 
Change
 
2013
 
2012
 
Change
Average Daily Volume by Product Line:
 
 
 
 
 
 
 
 
 
 
 
 
Interest rate
 
6,828

 
5,136

 
33
 %
 
6,261

 
5,371

 
17
 %
Equity
 
3,079

 
2,919

 
5

 
2,851

 
2,658

 
7

Foreign exchange
 
1,042

 
920

 
13

 
1,027

 
884

 
16

Agricultural commodity (1)
 
1,107

 
1,288

 
(14
)
 
1,107

 
1,205

 
(8
)
Energy
 
1,796

 
1,741

 
3

 
1,764

 
1,846

 
(4
)
Metal
 
471

 
372

 
27

 
435

 
378

 
15

Aggregate average daily volume
 
14,323

 
12,376

 
16

 
13,445

 
12,342

 
9

Average Daily Volume by Venue:
 
 
 
 
 
 
 
 
 
 
 
 
Electronic
 
12,459

 
10,595

 
18

 
11,721

 
10,389

 
13

Open outcry
 
1,134

 
1,109

 
2

 
1,014

 
1,227

 
(17
)
Privately negotiated
 
303

 
238

 
27

 
289

 
233

 
24

Total exchange-traded volume
 
13,896

 
11,942

 
16

 
13,024

 
11,849

 
10

Total CME ClearPort
 
427

 
434

 
(2
)
 
421

 
493

 
(15
)
Aggregate average daily volume
 
14,323

 
12,376

 
16

 
13,445

 
12,342

 
9

(1) Average daily volume for agricultural commodity products includes volume for KCBT beginning on January 1, 2013.
Interest Rate Products
The following table summarizes average daily contract volume for our key interest rate products. Eurodollar Front 8 futures include contracts expiring in two years or less while Eurodollar Back 32 futures include contracts with expirations after two years through ten years.
  
 
Quarter Ended
June 30,
 
 
 
Six Months Ended
June 30,
 
 
(amounts in thousands)
 
2013
 
2012
 
Change
 
2013
 
2012
 
Change
Eurodollar futures and options:
 
 
 
 
 
 
 
 
 
 
 
 
Front 8 futures
 
1,315

 
1,196

 
10
%
 
1,210

 
1,270

 
(5
)%
Back 32 futures
 
1,035

 
543

 
91

 
890

 
611

 
46

Options
 
608

 
577

 
5

 
507

 
692

 
(27
)
U.S. Treasury futures and options:
 
 
 
 
 
 
 
 
 
 
 
 
10-Year
 
1,921

 
1,413

 
36

 
1,811

 
1,383

 
31

5-Year
 
921

 
569

 
62

 
868

 
597

 
45

Treasury bond
 
582

 
481

 
21

 
546

 
452

 
21

2-Year
 
270

 
225

 
20

 
268

 
231

 
16

Overall interest rate contract volumes increased in the second quarter and first six months of 2013 when compared with the same periods in 2012 largely due to periods of high short-term and long-term interest rate volatility in May and June 2013. The high interest rate volatility was attributable to a change in market expectations regarding the Federal Reserve's intention to revisit their quantitative easing strategy and to outline an exit strategy from their plan as well as a change in expectations regarding the Federal Reserve's continued zero interest rate policy. Overall interest rate contract volume averaged 8.6 million contracts per day in June 2013.

21
Table of Contents

Short-term interest rate volatility remained low in early 2013 compared with prior periods due to the Federal Reserve's ongoing quantitative easing and zero interest rate policy. The low short-term interest rate volatility contributed to a decline in short-term interest rate contracts, including the Eurodollar Front 8 and Eurodollar option contracts, in the first six months of 2013 when compared with the same period in 2012. The decline in volume in early 2013 was partially offset by an increase in volume due to high volatility in the second quarter of 2013.
Equity Products
The following table summarizes average daily contract volume for our key equity products.
  
 
Quarter Ended
June 30,
 
 
 
Six Months Ended
June 30,
 
 
(amounts in thousands)
 
2013
 
2012
 
Change
 
2013
 
2012
 
Change
E-mini S&P futures and options
 
2,469

 
2,310

 
7
 %
 
2,298

 
2,111

 
9
 %
E-mini NASDAQ futures and options
 
256

 
288

 
(11
)
 
244

 
258

 
(6
)
The increases in equity contract volumes in the second quarter and first six months of 2013 when compared with the same periods in 2012 were due to short periods of volatility. We believe the high volatility was caused by the Federal Reserve's intention to revisit their quantitative easing strategy. We believe the increases in overall equity contract volumes in the second quarter and first six months of 2013 were also due to a greater need for equity futures and options contracts resulting from an increase in assets under management in equity-based funds.
In general, equity products such as the E-mini NASDAQ contracts that hedge market risks different than those of the E-mini S&P 500, our most liquid equity product, do not tend to benefit from macro-level events or increased volatility to the same extent.
Foreign Exchange Products
The following table summarizes average daily contract volume for our key foreign exchange products. 
 
 
Quarter Ended
June 30,
 
 
 
Six Months Ended
June 30,
 
 
(amounts in thousands)
 
2013
 
2012
 
Change
 
2013
 
2012
 
Change
Euro
 
296

 
319

 
(7
)%
 
314

 
313

 
—
 %
Japanese yen
 
243

 
92

 
163

 
229

 
96

 
137

British pound
 
129

 
113

 
14

 
135

 
107

 
26

Australian dollar
 
145

 
151

 
(4
)
 
126

 
142

 
(12
)
Canadian dollar
 
85

 
107

 
(21
)
 
84

 
98

 
(15
)
The overall increases in foreign exchange contract volume in the second quarter and first six months of 2013 when compared with the same periods in 2012 were largely due to higher volatility in the Japanese yen resulting from reduced efforts by the Japanese central bank to control yen exchange rates. Additionally, increased volatility and economic uncertainty within Great Britain in early 2013 contributed to the overall increase in British pound contract volume. As volatility returned to the Japanese and British markets, market participants shifted their focus from safe haven currencies, such as the Australian and Canadian dollars, to the Japanese and British markets.
The decrease in the euro contract volume in the second quarter of 2013 when compared with the same period in 2012 was due to lower volatility in early 2013 when compared with previous periods. Volatility was higher in 2012 due to concerns related to the European credit crisis.
Agricultural Commodity Products
The following table summarizes average daily contract volume for our key agricultural commodity products. 
 
 
Quarter Ended
June 30,
 
 
 
Six Months Ended
June 30,
 
 
(amounts in thousands)
 
2013
 
2012
 
Change
 
2013
 
2012
 
Change
Corn
 
371

 
449

 
(17
)%
 
365

 
433

 
(16
)%
Soybean
 
237

 
308

 
(23
)
 
240

 
280

 
(14
)
Wheat
 
157

 
155

 
2

 
158

 
140

 
13

Soybean oil
 
108

 
132

 
(18
)
 
106

 
118

 
(10
)

22
Table of Contents

Total agricultural commodity contract volumes declined in the second quarter and first six months of 2013 when compared with the same periods in 2012. Overall contract volumes decreased as a result of lower price volatility in mid-2013 resulting from fewer weather-related events in 2013. High volatility in mid-2012 resulted from severe drought conditions in the Midwest, which impacted agricultural supply levels. The overall decreases in agricultural commodity volumes were offset by incremental wheat contract volumes resulting from the addition of KCBT's hard red winter wheat contract.
Energy Products
The following table summarizes average daily contract volume for our key energy products. 
 
 
Quarter Ended
June 30,
 
 
 
Six Months Ended
June 30,
 
 
(amounts in thousands)
 
2013
 
2012
 
Change
 
2013
 
2012
 
Change
Crude oil
 
847

 
748

 
13
 %
 
799

 
791

 
1
 %
Natural gas
 
559

 
625

 
(11
)
 
577

 
679

 
(15
)
Refined products
 
302

 
324

 
(7
)
 
315

 
325

 
(3
)
Energy contract volume increased in the second quarter of 2013 when compared with the same period in 2012 due to an increase in crude oil product volume resulting from improvements in infrastructure, which resulted in tightening spreads between the West Texas Intermediate (WTI) and Brent crude oil contracts.
The decrease in the first six months of 2013 when compared with the same period in 2012 was largely due to a decline in natural gas contract volume resulting from lower weather-related volatility in early 2013. Crude oil contract volume remained relatively flat in first six months of 2013 when compared with the same period in 2012. The impact from infrastructure improvements and the tightening spreads between the WTI and Brent crude oil contracts in the second quarter of 2013 was offset by the impact of periods of low volatility in the first quarter of 2013 resulting from less supply uncertainty than in previous quarters.
We believe that revisions to our trading volume incentives program also contributed to increases in crude oil contract volumes in the second quarter and first six months of 2013 when compared with the same periods in 2012.
Metal Products
The following table summarizes average daily volume for our key metal products.  
 
 
Quarter Ended
June 30,
 
 
 
Six Months Ended
June 30,
 
 
(amounts in thousands)
 
2013
 
2012
 
Change
 
2013
 
2012
 
Change
Gold
 
277

 
214

 
30
%
 
262

 
229

 
14
%
Copper
 
89

 
79

 
13

 
78

 
71

 
9

Silver
 
83

 
64

 
29

 
72

 
63

 
13

Total metal contract volumes increased in the second quarter and first six months of 2013 when compared with the same periods in 2012. The increases in gold and silver contract volumes were driven by short periods of high price volatility caused by improved macroeconomic data in 2013. The increase in copper contract volumes in the second quarter and first six months of 2013 when compared with the same periods in 2012 was due to increased volatility related to a downturn in the Asian economies.
Average Rate per Contract
The average rate per contract decreased in the second quarter and first six months of 2013 when compared with the same periods in 2012 due to a shift in the relative mix of product volume. In the second quarter of 2013, interest rate product volumes, when measured as a percentage of total volume, increased by 6% while agricultural commodity products decreased by 3%, equity product volume decreased by 2%, and energy product volumes decreased by 1% when compared with the same period in 2012. In the first six months of 2013, interest rate product volumes, when measured as a percentage of total volume, increased 3%, while agricultural commodity and energy product volumes decreased by 2% each when compared with the same period in 2012. In addition, the decreases in average rate per contract in the second quarter and first six months of 2013 when compared with the same periods in 2012 resulted from increases in incentives and discounts on our energy contracts.

23
Table of Contents

Concentration of Revenue
We bill a substantial portion of our clearing and transaction fees to our clearing firms. The majority of clearing and transaction fees received from clearing firms represent charges for trades executed and cleared on behalf of their customers. One firm represented 11% and one firm represented 10% of our clearing and transaction fees revenue in the first six months of 2013. Should a clearing firm withdraw, we believe that the customer portion of the firm’s trading activity would likely transfer to another clearing firm of the exchange. Therefore, we do not believe we are exposed to significant risk from the ongoing loss of revenue received from or through a particular clearing firm.
Other Sources of Revenue
The decreases in market data and information services revenues in the second quarter and first six months of 2013, when compared with the same periods in 2012, were attributable to the contribution of the index business to S&P/DJI and the sale of CMA in the second quarter of 2012, which resulted in decreases in revenues of $25.3 million and $52.7 million, respectively. The index business contributed to S&P/DJI consisted of assets that generated market data revenues. CMA was sold to McGraw as part of that transaction. In addition, the decreases in revenues in the second quarter and first six months of 2013 were due to declines in market data subscriber counts resulting from continued cost-cutting initiatives at customer firms as well as ongoing incentives.
The two largest resellers of our market data represented approximately 52% of our market data and information services revenue in the first six months of 2013. 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.
In the second quarter and first six months of 2013 when compared with the same periods in 2012, the increases in other revenues were attributable to $5.1 million of proceeds from business interruption insurance resulting from Hurricane Sandy, which we received in the second quarter of 2013. In the first six months of 2013, the increase in other revenues was also attributable to $8.8 million of revenue recognized upon delivery of services under our technology agreement with BM&FBOVESPA S.A. (BM&FBOVESPA) in the first quarter of 2013. The increase in other revenues in the first six months of 2013 was partially offset by a $6.7 million decrease in rental income resulting from our sale of two CBOT buildings in April 2012.
Expenses
  
 
Quarter Ended
June 30,
 
 
 
Six Months Ended
June 30,
 
 
(dollars in millions)
 
2013
 
2012
 
Change
 
2013
 
2012
 
Change
Compensation and benefits
 
$
128.9

 
$
131.1

 
(2
)%
 
$
258.3

 
$
266.2

 
(3
)%
Communications
 
8.6

 
10.7

 
(20
)
 
17.5

 
21.0

 
(16
)
Technology support services
 
13.8

 
12.1

 
14

 
26.2

 
24.9

 
5

Professional fees and outside services
 
27.9

 
40.3

 
(31
)
 
49.8

 
72.5

 
(31
)
Amortization of purchased intangibles
 
25.9

 
31.3

 
(17
)
 
51.8

 
64.1

 
(19
)
Depreciation and amortization
 
33.2

 
33.6

 
(1
)
 
65.8

 
68.5

 
(4
)
Occupancy and building operations
 
19.0

 
18.7

 
1

 
37.5

 
39.0

 
(4
)
Licensing and other fee agreements
 
26.9

 
23.3

 
16

 
48.1

 
44.0

 
9

Other
 
24.1

 
25.6

 
(5
)
 
66.4

 
49.9

 
33

Total Expenses
 
$
308.3

 
$
326.7

 
(6
)
 
$
621.4

 
$
650.1

 
(4
)

24
Table of Contents

Operating expenses decreased by $18.4 million and $28.7 million in the second quarter and first six months of 2013 when compared with the same periods in 2012. The following table shows the estimated impact of key factors resulting in the changes in operating expenses: 
  
 
Quarter Ended,
June 30, 2013
 
Six Months Ended,
June 30, 2013
  
 
Amount  of
Change
 
Change as  a
Percentage of
Total Expenses
 
Amount  of
Change
 
Change as  a
Percentage of
Total Expenses
(dollars in millions)
 
DJI asset group contribution and CMA sale
 
$
(27.8
)
 
(9
)%
 
$
(46.2
)
 
(7
)%
Stock-based compensation
 
(7.2
)
 
(2
)
 
(9.1
)
 
(1
)
Employee separation costs
 
(4.6
)
 
(1
)
 
(7.0
)
 
(1
)
Licensing and other fee agreements
 
4.1

 
1

 
5.4

 
1

Salaries, benefits and employer taxes
 
6.9

 
2

 
10.7

 
2

Net losses (gains) on foreign currency fluctuation
 
(2.6
)
 
(1
)
 
11.1

 
2

Bonus expense
 
9.9

 
3

 
14.0

 
2

Other expenses, net
 
2.9

 
1

 
(7.6
)
 
(2
)
Total decrease
 
$
(18.4
)
 
(6
)%
 
$
(28.7
)
 
(4
)%
Operating expenses decreased in the second quarter and first six months of 2013 when compared with the same periods in 2012 largely due to the contribution of the DJI asset group and the sale of CMA. The transaction with McGraw contributed to an overall reduction in expenses, including compensation and benefits, professional fees and outside services and amortization of purchased intangibles.
Stock-based compensation decreased in the second quarter and first six months of 2013 when compared with the same periods in 2012 due to accelerated vesting of stock-based compensation associated with the transition of the former CEO of CME Group in 2012. This expense would have been recognized by the end of 2012. The decrease in stock-based compensation was also due to the impact of a lower grant in September 2012 compared with the grant in September 2011.
A decline in employee separation costs contributed to lower expenses in the second quarter and first six months of 2013 when compared with the same periods in 2012. Additionally, our voluntary exit incentive plan announced in the second quarter of 2012 resulted in a decrease in expenses for the second quarter and first six months of 2013 when compared with the same periods in 2012.
The overall decreases in operating expenses in the second quarter and first six months of 2013 when compared with the same periods in 2012 were partially offset by increases in license and other fee agreements expenses resulting from higher equity product volumes. Additionally, expenses increased as a result of fees paid to S&P/DJI in connection with a licensing agreement amended in the second quarter of 2012.
Salary increases and rising healthcare costs contributed to a rise in salaries, benefits and employer taxes. An increase in average headcount due to efforts to globalize our business also contributed to increases in expenses in the second quarter and first six months of 2013 when compared with the same periods in 2012.
In addition, expenses increased in the first six months of 2013 when compared with the same period in 2012 due to higher foreign currency fluctuation losses resulting from unfavorable changes in exchange rates on British pound cash balances. Favorable changes in the second quarter of 2013 resulted in a net gain on foreign currency fluctuation in the second quarter of 2013 when compared with the same period in 2012.
Bonus expense increased in the second quarter and first six months of 2013 when compared with the same periods in 2012 due to improved performance relative to our cash earnings target in 2013 when compared with 2012 performance relative to our 2012 cash earnings target.

25
Table of Contents

Non-Operating Income (Expense)
  
 
Quarter Ended
June 30,
 
 
 
Six Months Ended
June 30,
 
 
(dollars in millions)
 
2013
 
2012
 
Change
 
2013
 
2012
 
Change
Investment income
 
$
18.7

 
$
6.1

 
n.m.

 
$
22.3

 
$
18.2

 
22
 %
Interest and other borrowing costs
 
(39.2
)
 
(28.9
)
 
35

 
(78.2
)
 
(58.0
)
 
35

Equity in net gains (losses) of unconsolidated subsidiaries
 
20.2

 
(0.9
)
 
n.m.

 
37.7

 
(1.7
)
 
n.m.

Other non-operating income (expense)
 
—

 
65.2

 
n.m.

 
—

 
65.2

 
n.m.

Total Non-Operating
 
$
(0.3
)
 
$
41.5

 
(101
)
 
$
(18.2
)
 
$
23.7

 
(177
)
n.m. not meaningful
The increases in investment income during the second quarter and first six months of 2013 when compared with the same periods in 2012 were due to increases in dividend income from our investment in BM&FBOVESPA. BM&FBOVESPA declared their first quarter dividend in both February 2012 and 2013. However, the ex-dividend date, which is the basis for revenue recognition, was in the first quarter of 2012 for the 2012 dividend and in the second quarter of 2013 for the 2013 dividend.
The following table shows the key impacts in the overall increases in interest expense in the second quarter and first six months of 2013 when compared with the same periods in 2012:
  
 
Quarter Ended
June 30,
 
 
 
Six Months Ended
June 30,
 
 
 
 
2013
 
2012
 
Change
 
2013
 
2012
 
Change
Weighted average borrowings outstanding (in millions)
 
$
2,862.5

 
$
2,112.5

 
$
750.0

 
$
2,862.5

 
$
2,112.5

 
$
750.0

Weighted average effective yield
 
4.76
%
 
5.27
%
 
(0.51
)%
 
4.78
%
 
5.27
%
 
(0.49
)%
Average cost of borrowings (1)
 
5.48

 
5.52

 
(0.04
)
 
5.50

 
5.52

 
(0.02
)
(1)
Average cost of borrowings includes interest, the effective portion of interest rate hedges, commitment fees, discount accretion and debt issuance costs.
In September 2012, we issued $750.0 million of 3.0% fixed rate notes due September 2022, which contributed to increases in weighted average borrowings outstanding and decreases in weighted average effective yield in the second quarter and first six months of 2013 when compared with the same periods in 2012. Average cost of borrowings remained flat in the second quarter and first six months of 2013 when compared with the same periods in 2012. The impact of the September 2012 issuance on the average cost of borrowings was offset by higher commitment fees resulting from an increase in our line of credit facilities in the fourth quarter of 2012.
In the second quarter and first six months of 2013, we recognized income from our S&P/DJI investment, which contributed to increases in equity in net gains (losses) of unconsolidated subsidiaries, when compared with the same periods in 2012.
In the second quarter of 2012, we recognized a net gain of $65.2 million related to the contribution of the DJI asset group and the sale of CMA.
Income Tax Provision
The following table summarizes the effective tax rate for the periods presented: 
 
 
2013
 
2012
 
Change
Quarter Ended June 30
 
38.7
%
 
50.4
%
 
(11.7
)%
Six Months Ended June 30
 
38.7

 
45.0

 
(6.3
)
In the second quarter of 2012, we established deferred tax liabilities associated with the closing of our business venture with McGraw, which resulted in a $132.0 million decrease in our income tax provision in the second quarter and first six months of 2013 when compared with the same periods in 2012. The decrease in the effective tax rate in the second quarter and first six months of 2013 was partially offset by non-recurring reductions to tax expense of $36.7 million in the second quarter of 2012 related to the closing of the business venture as well as the sale of CMA.

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Liquidity and Capital Resources
Sources and Uses of Cash. Net cash provided by operating activities in the first six months of 2013 increased compared with net cash provided by operating activities in the first six months of 2012. The increase was attributable to higher cash collateral on hand related to our forward-starting interest rate swap contract. Net cash used in investing activities increased in the first six months of 2013 when compared with the same period of 2012 due to the proceeds from the sale of our building property in April 2012. Cash used in financing activities was lower in the first six months of 2013 when compared with the same period in 2012. The decrease was attributable to lower cash dividends in the first six months of 2013 when compared with the same period in 2012. The annual variable dividend from 2011 operations was paid in the first quarter of 2012. The annual variable dividend from 2012 operations was accelerated to the fourth quarter of 2012 due to uncertainty surrounding dividend income tax treatment beginning in 2013. The decrease in net cash used in financing was offset by our purchase of the non-controlling interest in CME Group Index Holdings LLC in the second quarter of 2013.
Debt Instruments. The following table summarizes our debt outstanding as of June 30, 2013:  
 
 
(in millions)
Par Value
Fixed rate notes due August 2013, interest equal to 5.40%
$
750.0

Fixed rate notes due February 2014, interest equal to 5.75%
750.0

Fixed rate notes due March 2018, interest equal to 4.40% (1)
612.5

Fixed rate notes due September 2022, interest equal to 3.00% (2)
750.0

(1)
In February 2010, we entered into a forward-starting interest rate swap agreement that modified the interest obligation associated with these notes so that the interest payable on the notes effectively became fixed at a rate of 4.46%.
(2)
In August 2012, we entered into a forward-starting interest rate swap agreement that modified the interest obligation associated with these notes so that the interest payable effectively became fixed at a rate of 3.32%.
We maintain a $1.8 billion multi-currency revolving senior credit facility with various financial institutions. The proceeds from the revolving senior credit facility can be used for general corporate purposes, which includes providing liquidity for our CME 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 the new senior credit facility, we have the option to increase the facility up to $2.3 billion with the consent of the agent and lenders providing the additional funds. The senior credit facility matures in January 2016 except for $95.0 million of the existing commitments that expire in January 2014. The $1.8 billion multi-currency revolving senior credit facility includes a provision to issue up to $250.0 million of stand-by letters of credit. The senior credit facility is voluntarily prepayable from time to time without premium or penalty. Under our credit facility, we are required to remain in compliance with a consolidated net worth test, which is defined as our consolidated shareholders' equity as of September 30, 2012, giving effect to share repurchases made and special dividends paid during the term of the agreement (and in no event greater than $2.0 billion in aggregate), multiplied by 0.65. We currently do not have any borrowings under this credit facility.
We maintain a 364-day multi-currency line of credit with a consortium of domestic and international banks to be used in certain situations by our CME clearing house. We may use the proceeds to provide temporary liquidity in the unlikely event of a clearing firm default, in the event of a liquidity constraint or default by a depositary (custodian for our collateral), or 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. CME clearing firm guaranty fund contributions received in the form of U.S. Treasury securities, U.S. government agency securities or money market mutual funds as well as the performance bond assets of a defaulting firm can be used to collateralize the facility. At June 30, 2013, guaranty funds available to collateralize the facility totaled $4.9 billion. The line of credit provides for borrowings of up to $5.0 billion. We have the option to request an increase in the line from $5.0 billion to $7.0 billion, subject to the approval of participating banks. In addition to the 364-day multi-currency line of credit, we also have the option to use the $1.8 billion multi-currency revolving senior credit facility to provide liquidity for our clearing house in the unlikely event of default in certain circumstances.
In addition, our 364-day multi-currency line of credit contains a requirement that CME remain in compliance with a consolidated tangible net worth test, defined as CME consolidated shareholder's equity less intangible assets (as defined in the agreement) of not less than $625.0 million. In the event that CME elects to increase the facility, the minimum consolidated tangible net worth test would increase ratably up to $875.0 million.
The indentures governing our fixed rate notes, our $1.8 billion multi-currency revolving senior credit facility and our 364-day multi-currency line of credit for $5.0 billion do not contain specific covenants that restrict the ability to pay dividends. These

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documents, however, do contain other customary financial and operating covenants that place restrictions on the operations of the company that could indirectly affect the ability to pay dividends.
At June 30, 2013, we have excess borrowing capacity for general corporate purposes of approximately $1.8 billion under our multi-currency revolving senior credit facility.
As of June 30, 2013, 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 a portion of the funds which it uses to pay dividends to its shareholders.
To satisfy our performance bond obligation with Singapore Exchange Limited, we may pledge CME-owned U.S. Treasury securities in lieu of, or in combination with, irrevocable letters of credit. At June 30, 2013, the letters of credit totaled $360.0 million.
The following table summarizes our credit ratings as of June 30, 2013:  
 
  
Short-Term
  
Long-Term
  
 
Rating Agency
  
Debt Rating
  
Debt Rating
  
Outlook
Standard & Poor’s
  
A1+
  
AA-
  
Stable
Moody’s Investors Service
  
P1
  
Aa3
  
Stable
In the second quarter of 2013, Standard & Poor’s Ratings Services affirmed its ratings for CME Group as AA- and revised their outlook to 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 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.
Liquidity and Cash Management. Cash and cash equivalents totaled $2.0 billion at June 30, 2013 and $1.6 billion at December 31, 2012. The balance retained in cash and cash equivalents is a function of anticipated or possible short-term cash needs, prevailing interest rates, our investment policy and alternative investment choices. A majority of our cash and cash equivalents balance is invested in money market mutual funds that invest only in U.S. Treasury securities or U.S. government agency securities. Our exposure to credit and liquidity risk is minimal given the nature of the investments. Cash that is not available for general corporate purposes is classified as restricted cash and is included in other current assets or other assets in the consolidated balance sheets.
On August 7, 2013, CME Group’s board of directors declared a regular quarterly dividend of $0.45 per share payable on September 25, 2013 to the shareholders of record as of September 10, 2013.
During the six months ended June 30, 2013, cash performance bonds and security deposits increased from $6.6 billion to $14.3 billion, an increase of $7.7 billion. The increase in cash collateral was due to an increase in open interest as well as a change in clearing firm collateral preference.
Net current deferred tax assets of $34.1 million were included in other current assets at both June 30, 2013 and December 31, 2012. Total net current deferred tax assets are attributable to unrealized losses, stock-based compensation and accrued expenses.
Net long-term deferred tax liabilities were $7.2 billion and $7.4 billion at June 30, 2013 and December 31, 2012, respectively. Net deferred tax liabilities are principally the result of purchase accounting for intangible assets in our various mergers including CBOT Holdings and NYMEX Holdings.
Valuation allowances of $47.1 million and $24.8 million have been provided at June 30, 2013 and December 31, 2012, respectively. At June 30, 2013, valuation allowances are related to domestic net operating losses, foreign net operating losses as well as basis differences on mark-to-market investments for which we do not believe that we currently meet the more-likely-than-not-threshold for recognition. At December 31, 2012, valuation allowances related to domestic and foreign net operating losses for which we do not believe that we currently meet the more-likely-than-not-threshold for recognition.
Regulatory Requirements. CME is regulated by the Commodity Futures Trading Commission (CFTC) as a U.S. 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 is in compliance with the DCO financial requirements.
CME, CBOT, NYMEX, COMEX and KCBT are regulated by the CFTC as Designated Contract Markets (DCM). DCMs are also required to maintain capital as defined by the CFTC in an amount at least equal to one year of projected operating

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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 the DCM financial requirements.
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, 2012 except for the risks discussed below. Refer to Item 7A. of CME Group’s Annual Report on Form 10-K for the year ended December 31, 2012 for additional information.
Foreign Currency Transaction Risk. We have foreign currency transaction risk related to British pounds cash deposits held at foreign subsidiaries that have a U.S. dollar functional currency. During the first six months of 2013, we recognized a $10.4 million net loss on foreign currency fluctuations related to unfavorable changes in exchange rates between the British pound and U.S. dollar. The exchange rate between the British pound and the U.S. dollar decreased from $1.62 per pound at December 31, 2012 to $1.52 per pound at June 30, 2013.
ITEM 4.
CONTROLS AND PROCEDURES
(a) Disclosure Controls and Procedures. Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act)) as of the end of the period covered by this report. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, our disclosure controls and procedures are effective.
(b) Changes in Internal Control Over Financial Reporting. As required by Rule 13a-15(d) under the Exchange Act, the company’s management, including the company’s Chief Executive Officer and Chief Financial Officer, have evaluated the company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) to determine whether any changes occurred during the quarter covered by this quarterly report that have materially affected, or are reasonably likely to materially affect, the company’s internal control over financial reporting. There were no changes in the company’s internal control over financial reporting during the period covered by this quarterly report that have materially affected, or are reasonably likely to materially affect, internal control over financial reporting.
PART II. OTHER INFORMATION
ITEM 1.
LEGAL PROCEEDINGS
The following is an update to the legal proceedings disclosure included in the company’s Annual Report on Form 10-K, filed with the SEC on February 28, 2013.
See “Legal and Regulatory Matters” in Note 6. Contingencies to the Consolidated Financial Statements for updates to CME Group’s existing legal proceedings disclosure which is incorporated herein by reference.
ITEM 1A.
RISK FACTORS
There have been no material updates to the Risk Factors disclosure included in the company’s Annual Report on Form 10-K, filed with the SEC on February 28, 2013. In addition to the other information contained in this Quarterly Report on Form 10-Q/A, you should carefully consider the factors discussed in our Annual Report on Form 10-K, which are the risks that we believe are material at this time. These risks could materially and adversely affect our business, financial condition and results of operations. These risks and uncertainties are not the only ones facing us. Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may also adversely affect our business in the future.

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ITEM 2.
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
(c) Issuer Purchases of Equity Securities
 
Period
 
(a) Total Number of
Class A
Shares Purchased (1)
 
(b) Average Price
Paid Per Share
 
(c) Total Number of Class A Shares Purchased as
Part of Publicly Announced Plans or Programs
 
(d) Maximum Number (or Approximate Value) that
May Yet Be Purchased
Under the Plans or Programs
(in millions)
April 1 to April 30
 
—

 
$
—

 
—

 
$
—

May 1 to May 31
 
62

 
64.13

 
—

 
—

June 1 to June 30
 
4,507

 
74.09

 
—

 
—

Total
 
4,569

 
$
73.96

 
—

 
 
(1)
Shares purchased consist of an aggregate of 4,569 shares of Class A common stock surrendered in the second quarter of 2013 to satisfy employees’ tax obligations upon the vesting of restricted stock.

ITEM 4.
MINE SAFETY DISCLOSURES

Not applicable.

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ITEM 6.
EXHIBITS
 
 
 
 
3.1
 
Tenth Amended and Restated Bylaws of CME Group Inc. (incorporated by reference to Exhibit 3.1 to CME Group Inc.'s Current Report on Form 8-K, filed with the SEC on April 23, 2013, File No. 001-31553)
 
 
 
31.1
  
Section 302 Certification—Phupinder S. Gill
 
 
31.2
  
Section 302 Certification—James E. Parisi
 
 
32.1
  
Section 906 Certification
 
 
101.INS
  
XBRL Instance Document
 
 
101.SCH
  
XBRL Taxonomy Extension Schema Document
 
 
101.CAL
  
XBRL Taxonomy Extension Calculation Linkbase Document
 
 
101.DEF
  
XBRL Taxonomy Extension Definition Linkbase
 
 
101.LAB
  
XBRL Taxonomy Extension Label Linkbase Document
 
 
101.PRE
  
XBRL Taxonomy Extension Presentation Linkbase Document
 
 
 



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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: August 9, 2013
 
 
 
By: 
 
/s/ James E. Parisi
 
 
 
 
 
 
Chief Financial Officer & Senior Managing
Director Finance
and Corporate Development

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