Elevate
CME GROUP 2007 ANNUAL REPORT
Elevating the Role of Derivatives in the Global Economy
Higher performance. Larger presence. Greater value. Th ese milestones marked our
achievements in . Formed by the historic merger of the Chicago Mercantile
Exchange and the Chicago Board of Trade, CME Group is the world’s largest and
most diverse exchange, off ering customers globally the widest array of benchmark
derivatives products across all major asset classes. Th is report shows how our continued
innovation, technological advances and strategic partnerships elevate our leadership
position in the fi nancial marketplace – enabling us to improve risk management
opportunities for customers in developed and emerging economies alike.
TABLE OF CONTENTS
1 Financial Highlights
2 Executive Chairman’s Message
4 Letter from CEO and President
8 Introductory Overview
10 Strategic Profi les
26 Interview with CFO
100 Board of Directors
103 Management
28 Breakthrough Performance
105 Share Information
29 Financial Information
106 Company Information
FINANCIAL HIGHLIGHTS
(in millions, except per share data and notional value)
INCOME S TATEMENT DATA
Total revenues
Operating income
Income before income taxes
Net income
Earnings per share:
Basic
Diluted
BALANCE SHEET DATA
Current assets ¹
Total assets ¹
Current liabilities ¹
Total liabilities ¹
Shareholders’ equity
OTHER DATA
Total trading volume (round turn trades)
Total electronic trading volume (round turn trades)
Open interest at year end (contracts)
Notional value of trading volume (in trillions)
2007
$ 1,756
1,050
1,096
659
$ 15.05
14.93
$ 1,292
16,611
381
4,305
12,306
2,250
1,739
54
$ 1,134
Y E AR ENDED O R AT DEC EMB ER 31
2006
Change
$ 1,090
621
672
407
$ 11.74
11.60
$ 1,398
1,655
104
136
1,519
1,341
956
35
$
824
61%
69
63
62
28
29
68%
82
54
38
¹ Amounts exclude cash performance bonds and security deposits, as well as securities lending transactions.
All references to volume, notional value and rate per contract information in the text of this document exclude our non-traditional TRAKRS,
Swapstream and auction-traded products. All references to options in the text of this document refer to options on futures contracts.
All CME Group data in this report refl ects the combined information of CME Holdings and CBOT Holdings beginning on July 13, 2007.
6
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7
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9
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04 05 06
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04 05 06
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04 05 06
07
TOTAL REVENUES
(in millions of dollars)
OPERATING MARGIN
(in percentages)
NET INCOME
(in millions of dollars)
DILUTED EARNINGS PER SHARE
(in dollars)
We completed our historic merger in 2007 to create the world’s largest and
most diverse exchange. CME Group delivered breakthrough performance
across the board by serving the risk management needs of a broader range of
customers around the globe.
DEAR SHAREHOLDERS: Th e year 2007 was one of unprecedented
success for our company and our industry. Th e historic merger of
the Chicago Mercantile Exchange and the Chicago Board of Trade
in July created CME Group Inc. – elevating the signifi cant role
risk management plays in the broader fi nancial services arena and
strengthening the ability of the United States to remain competitive
in the global fi nancial marketplace. Customers everywhere now can
access the most liquid markets of innovative benchmark derivatives
products across all major asset classes – from a single electronic plat-
form and, soon, a single trading fl oor.
As a combined company, CME Group has been able to
create compelling effi ciencies and trading opportunities for our
customers as well as deliver new value to our shareholders.
During 2007, we marked the seventh consecutive year in which
we achieved record-setting fi nancial results driven by signifi cant
volume growth. Our total revenues of $1.8 billion were up
61 percent from 2006 and net income was up 62 percent to
$659 million. CME Group trading volume soared to an all-time
high of 2.2 billion contracts, and open interest set a year-end record
at 54 million contracts. Further, we achieved double-digit volume
growth in each of our major product lines.
Fueling this impressive growth was a signifi cant increase
in electronic trading over 2006. Th e number of contracts traded
electronically in 2007 exceeded 1.7 billion – representing more
than 75 percent of our total volume as more traders around the
globe are able to access our markets via the CME Globex platform.
Because technology is core to our business, we continue to invest
signifi cant resources toward improving the speed, functionality and
reliability of CME Globex. In 2007, this included upgrades that
enabled customers to obtain market data more effi ciently.
During 2007, we broadened our global reach by laying the
groundwork to partner with exchanges in emerging markets, such
as Asia, Latin America and the Middle East. In the coming year, we
expect to continue seeking innovative opportunities to bring the
benefi ts of our products and trading technologies to these impor-
tant markets.
Our performance throughout the year was truly extraordinary.
We are especially pleased to have successfully managed the integra-
tion of the largest merger in the history of the derivatives industry
and, at the same time, expanded our business eff ectively as demon-
strated by our record volume and revenue growth.
Just as our company has grown, so too has our competition.
Th e pressure to deliver innovative new products to meet ever-
changing customer needs, create faster and even more effi cient
technology solutions and expand into new markets is increasing.
New participants continue to enter the exchange-traded derivatives
space. And we continue to compete with similar product off erings
available in the much larger over-the-counter marketplace.
As we move forward, it is critical that we continue to drive
innovation while maintaining our focus on operational excellence
and entrepreneurial zeal. To do that, we will continue to rely on
the leadership and support of our board of directors, as well as
the knowledge, ability and commitment of our management
team and employees, to execute our growth strategy successfully.
As shown by our outstanding 2007 performance, we have the
best team in the industry, the right strategy, and a proven business
model. Looking ahead, our priority must be to continue to leverage
those strengths as well as our leading position in the industry to
further benefi t our customers and shareholders worldwide.
February ,
TERRENCE A. DUFFY
Executive Chairman
2
CME GROUP 2007 ANNUAL REPORT
TERRENCE DUFFY
Executive Chairman
in Chicago
CRAIG DONOHUE
Chief Executive Offi cer
in São Paulo
CME Group achieved record volume growth in 2007, handled 2.2 billion
contracts and delivered record revenues and earnings. Expanding globally
to serve customers in emerging as well as developed markets, the company
established landmark partnerships in Brazil and China.
TO OUR SHAREHOLDERS: In all respects, was a year of historic
achievement for our company. We completed the merger of CME
and CBOT in July and began delivering new trading opportunities
and increased value for our combined customer base. We continued
to surpass previously established records, with total revenues growing
percent to $. billion, net income rising percent to $ million
and diluted earnings per share increasing percent to $..
We expanded our core business organically, created innovative
new products to meet the diverse needs of our customers, focused
on the over-the-counter market, enhanced our technology, provided
transaction processing services, broadened our global reach and ex-
plored new business opportunities. In short, we made signifi cant
progress toward achieving our long-term strategic goals.
For the seventh consecutive year, CME Group achieved record
volume growth, handling nearly . billion contracts, a percent
increase over the prior year. Furthermore, total electronic trad-
ing grew percent – from . billion to . billion contracts – as
customers around the globe expanded their use of CME Group
products. Th is impressive growth demonstrates the burgeoning
need for the risk management and hedging tools we off er.
Today, CME Group off ers the widest array of benchmark
products across all major asset classes – from a single electronic
platform. Further, we continue to provide a choice of trading ven-
ues for our customers. In , we will combine our trading fl oors
in Chicago at our landmark W. Jackson building.
As evidenced by our results in , our products and services
are increasingly important for portfolio managers, commercial and
investment banks, chief fi nancial offi cers and corporate treasurers
who are seeking tools for managing risk. In addition, our markets
provide innumerable opportunities for customers willing to as-
sume price risk for possible gain – all with the safety, soundness
and capital effi ciencies provided by CME Clearing. Given the cur-
rent unrest in credit and capital markets, CME Clearing continues
to benefi t our customers by virtually eliminating counterparty risk.
FOSTERING GROWTH IN OUR CORE BUSINESS For the third year in a
row, all CME Group product lines achieved more than percent
year-over-year growth:
(cid:129) Interest rate products volume averaged . million
contracts per day.
(cid:129) Equity index products volume averaged . million
contracts per day.
(cid:129) Foreign exchange products volume averaged , contracts
per day, representing a notional value of $ billion.
(cid:129) Commodity and alternative investment products volume
averaged , contracts per day.
In addition, CME Group electronic options averaged ,
contracts per day. While we still have a long way to go in growing
this component of our business, we are very proud of the progress
we have made to date and look forward to realizing the full potential
of this business in the coming years.
MEETING CUSTOMER NEEDS WITH INNOVATIVE NEW PRODUCTS ACROSS
ALL MAJOR ASSET CLASSES In , we introduced innovative pro-
ducts with global appeal in every major asset class:
(cid:129) CME Lehman U.S. Aggregate Index futures, based on the pre-
eminent benchmark debt index for U.S. investment grade fi xed
income investments, were launched as the fi rst exchange-traded
contracts on a broad-based, fi xed income index.
(cid:129) E-mini S&P SmallCap Index futures, S&P SmallCap
Index futures, and options on the E-mini S&P MidCap
Index futures were added to our already-established suite of
equity products.
(cid:129) E-mini futures on the MSCI Emerging Markets Index – one of
the most recognized benchmarks for emerging markets in the
world – were introduced in an agreement with MSCI Barra.
CME GROUP 2007 ANNUAL REPORT
5
(cid:129) E-mini futures on the FTSE/Xinhua China index debuted in
, making CME Group the fi rst U.S. exchange to list futures
on the Chinese equity market.
(cid:129) Dry whey and wood pulp futures were introduced, as well as
options on ethanol futures, giving customers new tools for man-
aging risk in the energy industry.
(cid:129) New real estate products – such as the Dow Jones U.S. Real
Estate Index – were launched, along with weather-based prod-
ucts such as futures and options on hurricanes.
(cid:129) Plans to off er new trading opportunities in , such as
volatility-quoted options, were announced.
TARGETING THE OTC MARKET Ramping up our eff orts to serve the
over-the-counter (OTC) market, we launched ethanol swaps and
continued our focus on FXMarketSpace – our centrally cleared
OTC foreign exchange joint venture serving the $ trillion per
day OTC FX market. We also introduced new dealer-to-client
and enhanced dealer-to-dealer platforms through Swapstream,
a subsidiary of CME Group that provides a global trading platform
in the interest rate swaps trading community. In addition, CME
Swaps on Swapstream launched in , becoming the fi rst centrally
cleared interest rate swap available to all OTC market participants,
with the full benefi ts of central counterparty clearing.
ENHANCING OUR TECHNOLOGY Our CME Globex electronic platform
handled record volume in . Th is was achieved during a period
that included months of integration planning to bring e-CBOT
products onto CME Globex. In January , we fully integrated
e-CBOT products on CME Globex – producing greater effi ciencies
for our customers around the world.
In addition, we launched the FIX/FAST market data format,
enabling customers to receive market data more effi ciently. We also
introduced a number of speed and reliability upgrades in that
reduced the processing time of our match engine for options prod-
ucts to less than fi ve milliseconds. In , we plan to reduce the
match engine processing time for our futures products by percent.
services to market participants in the United Kingdom and serve a
wider range of U.K. customers’ risk management needs.
We believe that our integrated clearing model continues to
create effi ciencies and confi dence in our markets that have pro-
duced tremendous long-term growth. Customer benefi ts include
improved market effi ciencies through reduced capital requirements,
margining and fi nancial costs.
BROADENING OUR GLOBAL REACH As we extend our business, we
seek opportunities to develop globally relevant products and serve
new customers in emerging markets. For example, in February
we acquired a percent stake in the Brazilian Mercantile &
Futures Exchange S.A. (BM&F), the world’s fourth largest futures
exchange and the largest derivatives exchange in Latin America. In
return, BM&F has taken a . percent stake in CME Group. Th is
partnership, which will enable worldwide distribution of BM&F
products through CME Globex, will provide our customers greater
access to BM&F products as well as easier access to CME Group’s
product suite for traders located in Brazil. Longer term, we are po-
sitioned to pursue joint product development, off -shore collateral
management services and clearing access arrangements.
Our proposed relationship with the Korean Exchange
(KRX), a premier capital marketplace for Northeast Asia, marks
the fi rst time KRX has embarked on a third-party agreement
for its popular KOSPI product. We also are working to
accelerate the distribution of our products in China, in collabo-
ration with the China Foreign Exchange Trading System and the
People’s Bank of China.
Further, we were granted status as a recognized body by the
Dubai Financial Services Authority, enabling us to expand our
global reach to serve the fast growing Middle Eastern marketplace.
As part of these signifi cant initiatives, we plan to establish
regional telecommunication hubs in São Paulo, Seoul, Shanghai
and Dubai to provide customers in these regions with more
effi cient and cost-eff ective access to our markets. Th is will bring our
total number of telecommunication hubs to nine.
DELIVERING TRANSACTION PROCESSING SERVICES As a key element
of our growth strategy, providing third-party transaction process-
ing services continues to contribute greatly to our success. Th e
second year of our relationship with the New York Mercantile Ex-
change (NYMEX) resulted in $. million in revenues. NYMEX
energy and metals volume on CME Globex increased more than
percent from , averaging , contracts per day.
CME Group was granted status as a recognized overseas
clearing house by the United Kingdom’s Financial Services
Authority in . Th is will enable us to provide global clearing
EXPLORING NEW BUSINESS OPPORTUNITIES Unquestionably,
was a watershed year. Our historic accomplishments were based
on the collective strength and action of our employees, manage-
ment team and board of directors. As we elevate our position in
the global fi nancial marketplace, however, we will face increasing
competition. So we must continue to build relationships and seize
opportunities that result in broader customer off erings, enhanced
effi ciencies and increased shareholder value. As we move forward,
our mission and strategy remain intact – to improve the way mar-
kets work for the benefi t of all of our constituents.
February ,
CRAIG S. DONOHUE
Chief Executive Offi cer
PHUPINDER S. GILL
President
6
CME GROUP 2007 ANNUAL REPORT
PHUPINDER GILL
President
in New York
From greater innovation to better execution to
stronger growth, we have consistently elevated
the importance of derivatives.
8
CME GROUP 2007 ANNUAL REPORT
Th e formation of CME Group in created a new and larger enterprise to benefi t customers
and shareholders. We continued to execute our long-term growth strategy – expanding our
core business, entering new markets and broadening our global reach to serve the evolving
needs of customers worldwide. Th e following pages illustrate the success of these initiatives
by showcasing examples from Asia, Europe, Latin America and the United States.
World Trade
ONE-STOP AGRICULTURAL RISK MANAGEMENT
CME Group boasts a wide array of commodity derivatives based on products such as
corn, wheat, soybeans, livestock and dairy. Adding to the diversity of the agricultural
complex, CME Group extended global trading hours for electronic mini-sized corn,
soybean and wheat futures and launched futures on dry whey and wood pulp in .
Our benchmark commodity products are now available on the CME Globex electronic
trading platform, and accessible for trading around the clock. Th is enables organi-
zations such as ZEN-NOH, Japan’s federation of agricultural co-operatives, to use
CME Group markets to accommodate their portfolio management strategies, whether in
Asia, Europe, Latin America or the United States. Photo in Tokyo, Japan.
10
CME GROUP 2007 ANNUAL REPORT
ROBERT RAY
Managing Director, International Sales
and Commodity/Equity Products
CME Group
YOSHIHIRO SUGIYAMA
Deputy General Manager, Livestock Production Department
ZEN-NOH
C. F. WONG
Managing Director, Asia
CME Group
Energy Source
NEW OPPORTUNITY IN OVER-THE-COUNTER MARKETS
Given the growing importance of ethanol, made from corn and other products, in
CME Group launched Ethanol Basis Swaps, transactions that take place over the
counter in private negotiations between counterparties, with completed transactions
submitted to CME Clearing for processing. Companies such as FCStone, a recognized
innovator in commodity risk intelligence, appreciate how CME Clearing protects the
fi nancial integrity of markets by serving as the counterparty to every transaction and
virtually eliminating credit risk. CME Group has been authorized to provide global
clearing services in the U.K. and extend the benefi ts of central counterparty clear-
ing to OTC market participants. Th e company also introduced new dealer-to-dealer
and dealer-to-client platforms through its Swapstream subsidiary, to provide greater
operational and cost effi ciencies in trading OTC products. Photo at Hawkeye Renewables
ethanol plant in Iowa Falls, Iowa.
ERIC BOWLES
Senior Vıce President
FCStone Trading LLC
DALE MICHAELS
Managing Director, Credit and Market Risk Management
CME Group
CME GROUP 2007 ANNUAL REPORT
13
Foreign Exchange
FAST, LIQUID, ANONYMOUS TRADING IN CRITICAL FX MARKETS
CME Group off ers the world’s largest regulated FX trading complex, providing users
with transparent pricing in a centralized marketplace while delivering equal access to
futures contracts and options contracts based on currencies. Th ese products off er
risk management as well as investment opportunities to a broad array of sophisticated
market participants such as Citigroup, a leading corporate and investment bank.
To better serve its global customer base, CME Group has strengthened its presence
in London – the heart of the global FX market – as well as in Singapore, resulting in
increased trading opportunities during European and Asian trading hours. In ,
million contracts changed hands, of which more than percent traded electronically,
representing a notional value of $ trillion. Photo in Greenwich, England.
ANDREW DURRANT
Director, Head of Europe, Middle East
and Africa FX Sales
CME Group
GAVIN WELLS
Global Head of FX G-10 E-Commerce
Citigroup
CME GROUP 2007 ANNUAL REPORT
15
Integration Edge
BENEFITS FROM A SINGLE ELECTRONIC PLATFORM
AND TRADING FLOOR
In January , CME Group successfully completed a key integration
milestone, bringing e-CBOT products onto the CME Globex electronic trad-
ing platform. Having access to the broadest array of benchmark products
produces greater effi ciencies for customers such as Allston Trading, a premier
market maker on fi nancial exchanges worldwide. Allston trades hundreds of
stocks, bonds, currencies, futures, commodities, options and other fi nancial
instruments. CME Group also is on target to consolidate its open-outcry
operations onto a single trading fl oor at the historic CBOT building in
Chicago in second-quarter . Photo in Chicago, Illinois.
16
CME GROUP 2007 ANNUAL REPORT
BRYAN DURKIN
Chief Operating Offi cer
CME Group
JULIE HOLZRICHTER
Managing Director, Operations
CME Group
ROBERT JORDAN
President
Allston Trading
CÍCERO AUGUSTO VIEIRA NETO
Chief Clearinghouse Offi cer
BM&F
NEAL BRADY
Managing Director, Business Development
CME Group
MARCO AURÉLIO TEIXEIRA
Chief Financial Offi cer
BM&F
New Markets
STRATEGY TO SERVE LATIN AMERICAN CUSTOMERS
To better serve customers in the expanding Latin American market, CME Group
acquired a percent stake in the Brazilian Mercantile & Futures Exchange
(BM&F), the fourth largest futures exchange in the world. In return, BM&F
has a . percent stake in CME Group, approved by BM&F shareholders
February , . Th e partnership will provide world-wide distribution of
BM&F products through the CME Globex electronic trading platform and
enable BM&F customers to access CME Group products. In addition, CME
Group customers will gain access to BM&F products. Th rough its open
outcry, electronic and internet trading systems, BM&F – headquartered in São
Paulo, Brazil – trades derivatives based on interest rates, foreign exchange, eq-
uity indexes and agricultural commodities, as well as environmental products.
Photo in São Paulo, Brazil.
CME GROUP 2007 ANNUAL REPORT
19
Capital Gains
WORLDWIDE ACCESS TO MAJOR EQUITY INDEXES
CME Group equity products provide hedging and investment tools that are globally
accessible and relevant to customers around the world. Th ese products cover the spectrum
of small-, medium- and large-cap equity indexes that provide a proxy for the entire
U.S. and global equity markets. By listing futures and options based on benchmark
indexes from S&P, Dow Jones, NASDAQ, Nikkei, MSCI and FTSE, CME Group enables
customers such as the Texas Permanent School Fund – which manages $ billion in
as sets – to synthetically replicate exposure to the world’s most important benchmarks on
a cost-eff ective basis for their benefi ciaries. Photo in Austin, Texas.
KARIM HIRANI
Director of Equities
Texas Permanent School Fund
20
CME GROUP 2007 ANNUAL REPORT
HOLLAND TIMMINS, CFA
Chief Investment Offi cer
Texas Permanent School Fund
CARLOS CASTRO
Portfolio Manager
Texas Permanent School Fund
SCOT WARREN
Managing Director, Equity Products
CME Group
Yield Curve
TOOLS TO MANAGE INTEREST RATE CHANGE
CME Group interest rate products span the entire U.S. dollar-denominated yield curve.
Investment fi rms such as T. Rowe Price can use CME Group products to manage short-,
medium- and long-term interest rate risk with products based on Fed Funds, LIBOR,
interest rate swaps, fi xed income indices, credit default swaps and U.S. Treasuries.
CME Globex facilitates greater effi ciencies and new trading opportunities, and our U.S.
Treasury futures and options contracts provide clients with the most transparent, liquid
and effi cient means for managing long-term U.S. interest rate risk. In , these contracts
averaged . million traded per day. Photo at T. Rowe Price headquarters in Baltimore, Maryland.
22
CME GROUP 2007 ANNUAL REPORT
DAN SHACKELFORD
Vice President
T. Rowe Price Group
JONATHAN KRONSTEIN
Associate Director, Treasuries and Index Products
CME Group
Global Services
CUSTOMIZED SOLUTIONS FOR RISK-MANAGEMENT NEEDS
CME Group’s deep, liquid markets and state-of-the-art electronic trading platform are
increasingly attractive to global hedge funds such as Barep Asset Management, which
specializes in alternative asset management. Since , CME Group has fi elded a team
focused on the needs of hedge funds and broker services providers around the globe,
bringing large investment pools together with CME Group’s liquid markets. CME Group
continues to off er innovative opportunities for funds, such as equity clearing member-
ships, family of funds memberships, corporate memberships and other pricing benefi ts
and incentives. By expanding services to hedge funds globally, CME Group enables them
to manage their risk-and-return objectives successfully. Photo in Paris, France.
THIERRY DE RYCKE
Head–International Funds
Barep Asset Management
RENAUD HUCK
Associate Director, Sales and Marketing,
Europe, Middle East, Africa
CME Group
CME GROUP 2007 ANNUAL REPORT
25
JAMES E. PARISI
Chief Financial Offi cer
in Chicago
With a net cash position of nearly $ million, our goal is to remain fl exible
in order to pursue attractive opportunities in our dynamic marketplace.
Cash earnings – the company’s primary metric for measuring free cash fl ow –
grew 60 percent in 2007 to $644 million.
INTERVIEW WITH CFO JAMIE PARISI
WITH THE THREAT OF A POTENTIAL RECESSION IN 2008, HOW WOULD
YOU DESCRIBE CME GROUP’S POSITION TO INVESTORS?
Our position is strong relative to other fi nancial services compa-
nies. Since last August, our business has been running above the
normal volume growth trend line. Many of the positive trends we
have highlighted in the past continue, including increasingly so-
phisticated investment strategies, greater activity from high-velocity
traders, growth in the number of global participants, and deeper
appreciation of the exchange-traded markets’ benefi ts versus over-
the-counter derivatives markets.
We have seen greater uncertainty and volatility in the market-
place, which has stressed many fi nancial services companies. CME
Group, on the other hand, thrives in this type of environment,
as demonstrated by upward trends in both our volume and open
interest levels. Our products allow market participants to manage
risk across a broad array of asset classes, so when economic and
geopolitical risks escalate, our volumes tend to elevate.
All of this growth requires investment – investment in people,
infrastructure and innovative ideas. We are undertaking this invest-
ment in a very disciplined fashion. At the same time, one of the
benefi ts of our merger will be signifi cant expense savings, which we
expect to exceed $ million annually by the end of .
HOW WOULD YOU DESCRIBE YOUR BALANCE SHEET, AND WHAT KIND OF
CAPACITY DO YOU HAVE TO TAKE ON DEBT?
I would describe our balance sheet with two words: rock solid.
Currently, our net cash position is approximately $ million,
defi ned as cash plus marketable securities less short-term debt. We
generate a signifi cant amount of free cash fl ow in our business, giving
us the ability to invest in future organic growth and strategic assets
while continuing to pay out dividends tied to our growing cash
earnings. Following the CBOT merger, we spent approximately
$ billion to repurchase our own shares. In the short term, our goal
is to remain fl exible, so that we can pursue attractive opportunities
that arise in our dynamic market.
In the medium to long run, CME Group has the ability to
adjust its capital structure and take on a prudent amount of debt.
Th is can enhance shareholder value so long as it is well managed,
with an eye to maintaining a high degree of creditworthiness and
the fi nancial strength of our company and our clearing house.
WHICH FINANCIAL METRIC IS MOST IMPORTANT FOR CME GROUP?
We continue to be focused on generating free cash fl ow. In ,
we generated $ million in cash earnings, which is the primary
metric we use to measure cash fl ow. Th is represented a percent
increase from . We calculate cash earnings as net income
($ million) plus depreciation ($ million) plus after-tax
amortization of purchased intangibles ($ million) plus after-tax
stock-based compensation ($ million) minus capital expenditures
($ million).
By measuring cash earnings, we help align employee and share-
holder interests. Under our current dividend policy, for instance, we
pay a dividend of approximately percent of prior year’s cash earn-
ings, while our employee incentive bonuses are based on achieving
progressively higher annual cash earnings targets, which means our
team is focused on growth and expense discipline.
YOU MENTIONED INVESTMENT IN PEOPLE. CAN YOU EXPOUND ON THAT?
As CME Group has evolved over time, we have been able to
attract the best and the brightest talent. Th is is true across the entire
exchange, and our fi nance team is a great example. Our team has
several important characteristics in common, including integrity,
fi nancial discipline, exchange and domain knowledge, and an in-
credible work ethic. Our accounting group has done a great job
of integrating the fi nancial controls following the merger. Th ey
also have helped to foster the transparency that you fi nd in our
fi nancial statements. Th e corporate fi nance team works in a dis-
ciplined, collaborative way with all other divisions as we analyze
the growth opportunities which are available, whether organic,
by partnership or through M&A. Th e strategic sourcing group
has been instrumental in negotiating with major technology
vendors as they strive for expense discipline throughout the compa-
ny. Finally, our investor relations group provides world-class com-
munications in a timely and insightful way.
CME GROUP 2007 ANNUAL REPORT
27
BREAKTHROUGH PERFORMANCE IN 2007
0
5
2
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2
9
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1
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1
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1
4
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04 05 06
07
03
04 05 06
07
TOTAL TRADING VOLUME
(in millions of round turn trades)
TOTAL ELECTRONIC
TRADING VOLUME
(in millions of round turn trades)
NOTIONAL VALUE
(in trillions of dollars)
YEAR-END OPEN INTEREST
(in millions of contracts)
INTEREST RATE PRODUCTS
(average daily volume in thousands)
EQUITY PRODUCTS
(average daily volume in thousands)
FOREIGN EXCHANGE
COMMODITY AND ALTERNATIVE
PRODUCTS
(average daily volume in thousands)
INVESTMENT PRODUCTS
(average daily volume in thousands)
3
9
0
7,
4
4
7
,
2
9
6
5
8
2
7
4
3
7
,
1
9
8
3
,
1
1
6
1
,
1
5
5
0
,
1
3
5
4
4
3
3
2
0
2
5
3
1
,
8
7
0
0 3
8
3
5 2
0
7
,
,
1
4
3
2
,
1
03
04 05 06
07
03
04 05 06
07
03
04 05 06
07
03
04 05 06
07
ELECTRONIC
OPEN OUTCRY
ELECTRONIC
OPEN OUTCRY
ELECTRONIC
OPEN OUTCRY
ELECTRONIC
OPEN OUTCRY
PRIVATELY NEGOTIATED
PRIVATELY NEGOTIATED
PRIVATELY NEGOTIATED
PRIVATELY NEGOTIATED
8
5 7
3 5
4
7
3
Average daily volumes refl ect the combined information of CME Holdings and CBOT Holdings beginning on July 13, 2007
28
CME GROUP 2007 ANNUAL REPORT
BREAKTHROUGH PERFORMANCE IN 2007
Record Financial Results
Total revenues of
$1.8 billion,
up 61 percent
Net income of
$659 million,
up 62 percent
Record Volume
Total volume of 2.2 billion
Interest rate products
Foreign exchange products
Commodity and alternative
contracts
average daily volume of
average daily volume of
investment products
7.1 million contracts
569,000 contracts
average daily volume of
728,000 contracts
Record Electronic Growth
Electronic trading volume
Electronically traded
E-mini equity products
Electronically traded
of 1.7 billion contracts,
Eurodollar futures contracts
average daily volume of
FX products average
up 82 percent
average daily volume of
2.6 million contracts,
daily volume of 524,000
2.2 million, representing
up 62 percent
contracts, up 32 percent
92 percent of Eurodollar
futures volume
Other Records
Notional value traded
Open interest of 75 million
$1.1 quadrillion,
up 38 percent
in futures and options
contracts in August
FINANCIAL INFORMATION
30 Selected Financial Data
59 Management’s Annual Report
63 Consolidated Statements of Income
31 Management’s Discussion and
on Internal Control Over
64 Consolidated Statements of
Analysis of Financial Condition
Financial Reporting
Shareholders’ Equity
and Results of Operations
60 Reports of the Independent
65 Consolidated Statements of Cash Flows
57 Quantitative and Qualitative
Registered Public Accounting Firm
66 Notes to Consolidated
Disclosures About Market Risk
62 Consolidated Balance Sheets
Financial Statements
CME GROUP 2007 ANNUAL REPORT
29
Selected Financial Data
Effective July 12, 2007, CBOT Holdings, Inc. (CBOT Holdings) merged with Chicago Mercantile Exchange Holdings Inc. (CME Holdings) to
become CME Group Inc. (CME Group). The following table includes the consolidated results of CME Holdings and its subsidiaries for 2003,
2004, 2005, 2006 and January 1, 2007 through July 12, 2007. The fi nancial results of CME Holdings and CBOT Holdings are combined in
the consolidated fi nancial results of CME Group for 2007 beginning on July 13, 2007. The following selected income statement and balance
sheet data should be read in conjunction with the audited fi nancial statements, related notes and other fi nancial information included
elsewhere herein.
(in millions, except per share data)
Income Statement Data:
Total revenues
Operating income
Non-operating income and expense
Income before income tax
Net income
Earnings per common share:
Basic
Diluted
Cash dividends per share
Balance Sheet Data:
Total assets
Shareholders’ equity
2007
2006
2005
2004
2003
YE AR EN D ED O R AT D ECEMBER 31
$ 1,756.1
1,050.5
45.3
1,095.8
658.5
$
15.05
14.93
3.44
$ 1,089.9
621.1
50.6
671.7
407.3
$ 11.74
11.60
2.52
$ 889.8
477.9
30.5
508.4
306.9
$
8.94
8.81
1.84
$ 721.6
355.8
11.8
367.7
219.6
$
6.55
6.38
1.04
$ 20,306.2
12,305.6
$ 4,306.5
1,519.1
$ 3,969.4
1,118.7
$ 2,857.5
812.6
$ 531.0
201.7
4.4
206.1
122.1
$
3.74
3.60
0.63
$ 4,872.6
563.0
The following table presents key statistical information on the volume of contracts traded, expressed in round turn trades, and notional value
of contracts traded. The 2007 volume data includes average daily volume for CBOT products for the period July 13, 2007 through December 31,
2007. All amounts exclude our TRAKRS, Swapstream and auction-traded products.
(in thousands, except notional value)
2007
2006
2005
2004
2003
YE AR EN D ED O R AT D ECEMBER 31
Average Daily Volume:
Product Lines:
Interest rates
Equities
Foreign exchange
Commodity and alternative investment
Total Average Daily Volume
Method of Trade:
Open outcry
Electronic
Privately negotiated
Total Average Daily Volume
Other Data:
7,093
2,744
569
728
11,134
2,276
8,661
197
11,134
3,078
1,734
453
78
5,343
1,483
3,808
52
5,343
2,380
1,389
334
55
4,158
1,214
2,895
49
4,158
1,705
1,161
202
43
3,111
1,281
1,786
44
3,111
1,234
1,055
135
37
2,461
1,382
1,041
38
2,461
Total Notional Value (in trillions)
$
1,134
$
824
$
638
$
463
$
334
Total Trading Volume (round turn trades)
2,249,632
1,341,111
Open Interest at Year End (contracts)
53,981
35,107
1,047,909
30,083
787,186
22,478
620,289
16,301
30
CME GROUP 2007 ANNUAL REPORT
Management’s Discussion and Analysis
of Financial Condition and Results of Operations
Introduction
Our Management’s Discussion and Analysis of Financial Condition and Results of Operations is organized as follows:
Overview: Includes a discussion of our business structure; current economic and industry-wide trends relevant to our business;
our current strategy to address opportunities, challenges and risks; and our primary sources of operating and non-operating
revenues and expenditures.
Critical Accounting Policies: Provides an explanation of accounting policies, estimates and assumptions material to our fi nancial results.
Recent Accounting Pronouncements: Includes an evaluation of recent accounting pronouncements and the potential impact of their
future adoption on our fi nancial results.
Results of Operations for 2007 Compared with 2006.
Results of Operations for 2006 Compared with 2005.
Liquidity and Capital Resources: Includes a discussion of our future cash requirements, capital resources and expenditures,
and fi nancing arrangements.
Effective July 12, 2007, CBOT Holdings, Inc. (CBOT Holdings) merged with Chicago Mercantile Exchange Holdings Inc. (CME Holdings)
to become CME Group Inc. (CME Group). The following discussion and analysis includes only the consolidated results of CME Holdings
and its subsidiaries for 2005, 2006 and for January 1, 2007 through July 12, 2007. The fi nancial results of CME Holdings and CBOT
Holdings are included in the consolidated fi nancial results of CME Group beginning on July 13, 2007.
References in this discussion and analysis to “we” and “our” are to CME Group and its consolidated subsidiaries, collectively. References
to our “exchange” are to Chicago Mercantile Exchange Inc. (CME), Board of Trade of the City of Chicago, Inc. (CBOT) and their
subsidiaries, collectively.
Overview
BUSINESS STRUCTURE
CME Group, a Delaware stock corporation, is the holding company for CME, CBOT and their subsidiaries. The holding company structure
is designed to provide strategic and operational fl exibility. CME Group’s Class A common stock is listed on the New York Stock Exchange
and The Nasdaq Global Select Market under the ticker symbol “CME.”
CME and CBOT are designated contract markets for the trading of futures and options on futures contracts. Futures contracts and
options on futures contracts provide investors with vehicles for protecting against, and potentially profi ting from, price changes in
fi nancial instruments and physical commodities. Futures contracts are legally binding standardized agreements to buy or sell a fi nancial
instrument or commodity, specifying quantity and quality at a set price on a future date. Certain futures contracts, such as commodities
and foreign exchange products, may result in physical delivery of the product traded. Other futures contracts, including those for equity
index and interest rate products, are cash settled and do not involve physical delivery. To provide additional fl exibility to the investment
community, we also offer trading in options on futures contracts. These contracts offer the customer the right, but not the obligation, to
buy or sell an underlying futures contract at a particular price by a particular time.
We are a global exchange with customer access available all over the world. Our customers consist of professional traders, fi nancial
institutions, individual and institutional investors, major corporations, manufacturers, producers and governments. Customers include
both members of the exchange and non-members.
CME GROUP 2007 ANNUAL REPORT
31
We offer our customers the opportunity to trade futures contracts and options on futures contracts on a range of products including
those based on interest rates, equities, foreign exchange, commodities and alternative investments. Our products provide a means
for hedging, speculating and allocating assets. We identify new products by monitoring economic trends and their impact on the risk
management and speculative needs of our existing and prospective customers.
Our major product lines are traded through our electronic trading platforms and our open outcry trading fl oors. These execution facilities
offer our customers immediate trade execution and price transparency. As of January 2008, all products, with the exception of CBOT
metals products, are traded on the CME Globex platform. CBOT metals products continue to be traded on the e-CBOT platform. We plan
to consolidate our trading fl oors in the second quarter of 2008.
In addition, trades can be executed through privately negotiated transactions that are cleared and settled through our clearing house.
We also offer trading in medium- and long-term interest rate swaps denominated in euros, Swiss francs, pounds sterling and U.S. dollars,
which are traded on the Swapstream platform.
Our clearing house clears, settles and guarantees every futures and options contract traded through our exchange. Ownership and
control of our own clearing house enables us to capture the revenue associated with both the trading and clearing of our products.
Ownership also enables us to more quickly and effi ciently bring new products to market through coordination of our clearing functions
with our product development, technology, market regulation and risk management activities.
Our clearing house performance guarantee is an important function of our business. Because of this guarantee, our customers do not
need to evaluate the credit of each potential counterparty or limit themselves to a selected set of counterparties. This fl exibility increases
the potential liquidity available for each trade. Additionally, the substitution of our clearing house as the counterparty to every transaction
allows our customers to establish a position with one party and then to offset the position with another party. This contract offsetting
process provides our customers with fl exibility in establishing and adjusting positions and provides for performance bond effi ciencies.
To ensure performance of counterparties, we establish and monitor fi nancial requirements for our clearing fi rms and mark-to-market their
positions at least twice a day. We also set minimum performance bond requirements for our traded products. In the unlikely event of a
payment default by a clearing fi rm, we would fi rst apply assets of that clearing fi rm to cover its payment obligation. These assets include
security deposits, performance bonds and any other available assets, such as the proceeds from the sale of pledged Class A and Class
B common stock and associated trading rights of the clearing fi rm at our exchange that are owned by or assigned to the clearing fi rm. In
addition, we would make a demand for payment pursuant to any applicable guarantee provided to the exchange by the parent company of
a clearing fi rm. Thereafter, if the payment default remains unsatisfi ed, we would use, in order, CME’s surplus funds, security deposits of
other clearing fi rms and funds collected through an assessment against all other solvent clearing fi rms to satisfy the defi cit.
32
CME GROUP 2007 ANNUAL REPORT
INDUSTRY TRENDS
Derivatives exchanges that provide markets for futures and options have become a global growth industry, with a compound annual
growth rate of 36% from 2002 through June 2007, based on notional value. By comparison, the over-the-counter derivatives market has
grown at a compound annual growth rate of 35% during the same period. There are a number of trends that we believe will continue to
drive growth and innovation in our industry. They include:
(cid:129) A greater need for risk management and hedging tools in an increasingly uncertain geopolitical and economic climate;
(cid:129) Growing investor sophistication regarding derivatives and risk transfer markets;
(cid:129) A shift in asset management strategies away from passive buy-and-hold equity investment strategies toward more active strategies
including those involving alternative investments and asset classes; and
(cid:129) Growth in hedge funds and managed funds as alternative investment vehicles designed to generate more trading-based returns than
other investment strategies. These types of alternative investment vehicles often utilize exchange-traded derivatives contracts.
Changing market dynamics also have led to increasing competition in all aspects of our business from both domestic and international
sources. We face competition from other futures, securities and securities option exchanges; over-the-counter markets and clearing
organizations; consortia formed by our members and large market participants; alternative trade execution facilities; and technology
fi rms, including market data distributors and electronic trading system developers.
We expect competition to continue to intensify, particularly as a result of technological advances and reductions in the regulatory
requirements for the development of products and markets that are competitive with our own. Additional factors that may intensify
competition in the future include:
(cid:129) The growth of recently-formed for-profi t exchanges;
(cid:129) The consolidation of exchanges, customers or intermediaries;
(cid:129) An increased demand for electronic trading and electronic order routing services; and
(cid:129) The increased ability of other exchanges to leverage their technology investment and electronic distribution to enter new markets
and list products that compete with our own.
STRATEGY
Our current strategy specifi cally focuses on leveraging our benchmark products, scalable infrastructure and clearing and trade matching
technologies to benefi t customers. This strategy will enable us to continue to evolve into a more broadly diversifi ed fi nancial exchange
that offers trading and clearing solutions across additional products and asset classes. Our strategy includes coordinated efforts to:
(cid:129) Grow organically by broadening our product range by extending our current product lines and introducing innovative new products
in both the exchange and over-the counter markets;
(cid:129) Provide third-party transaction processing, clearing and other trading related services;
(cid:129) Leverage our technology by expanding customer access to our markets and services, enhancing and offering additional trade
execution choices, and improving our market data products;
(cid:129) Explore new business opportunities such as joint ventures, alliances and selective business combinations; and
(cid:129) Expand and diversify our customer base worldwide.
CME GROUP 2007 ANNUAL REPORT
33
PRIMARY SOURCES OF OPERATING REVENUE
CLEARING AND TRANSACTION FEES A majority of our revenue is derived from clearing and transaction fees, which include electronic trading
fees, surcharges for privately-negotiated transactions and other volume-related charges for contracts executed through our trading venues.
Because clearing and transaction fees are assessed on a per-contract basis, revenues and profi tability fl uctuate with volume changes. In
addition to the trends noted earlier, our revenues and trading volume tend to increase during periods of economic and geopolitical uncertainty.
This is because our customers seek to manage their exposure to, or speculate on, the market volatility resulting from uncertainty. In addition,
our volume can be seasonal, and historically, we have experienced higher sequential volume during the fi rst and second quarters followed
by decreases in the third and fourth quarters of the calendar year. However, these patterns may be altered by the impact of economic and
political events, the launch of new products, mergers and acquisitions as well as other factors.
While volume has the most signifi cant impact on our clearing and transaction fees revenue, there are four other factors that also
infl uence this source of revenue:
• Rate structure;
• Mix of products traded;
• Trading venue; and
• The percentage of trades executed by customers who are members compared with non-member customers.
Rate structure Customers benefi t from volume discounts and limits on fees as part of our effort to increase liquidity in certain
products. We may periodically change fees, volume discounts, limits on fees and member discounts, perhaps signifi cantly, based on
our review of operations and the business environment.
As a result of their rate structure, Total Return Asset Contracts (TRAKRS), Swapstream products and auction-traded products are
excluded from disclosures of trading volume and average rate per contract in this discussion and analysis. Clearing and transaction
fees on these products are immaterial relative to our other products. TRAKRS are exchange-traded non-traditional futures contracts
that trade electronically on the CME Globex electronic platform. Swapstream offers interest rate swap products through its inter-
dealer electronic trading platform. Auction-traded products, which included CME economic derivatives, were previously traded on the
CME Auction Markets platform through July 2007.
Product mix We offer trading of futures and options on futures contracts on a wide-ranging set of products based on interest rates,
equities, foreign exchange, commodities and alternative investments. Rates are varied by product in order to optimize revenue on
existing products and support introduction of new products to encourage trading volume.
Trading venue Our exchange is an international marketplace that brings together buyers and sellers mainly through our electronic
trading platforms as well as through open outcry trading on our trading fl oors and privately negotiated transactions. Any customer
guaranteed by a clearing fi rm is able to obtain direct access to our electronic platforms. Open outcry trading is conducted exclusively by
our members, who may execute trades on behalf of customers or for themselves.
Typically, customers executing trades through our electronic platforms are charged fees for using the platform in addition to the fees
assessed on all transactions executed on our exchange. Customers entering into privately negotiated transactions also incur additional
charges beyond the fees assessed on all transactions.
Member/non-member mix Generally, member customers are charged lower fees than our non-member customers. Holding all other
factors constant, revenue decreases if the percentage of trades executed by members increases, and increases if the percentage
of non-member trades increases.
34
CME GROUP 2007 ANNUAL REPORT
QUOTATION DATA FEES We receive quotation data fees from the dissemination of our market data to subscribers. Our market data
services are provided primarily through third-party distributors.
Subscribers can obtain access to real-time, delayed and end-of-day quotation, trade and summary market data for our products. Users of
our basic service receive real-time quotes and pay a fl at monthly fee for each screen, or device, displaying our market data. Alternatively,
customers can subscribe to market data provided on a limited group of products. The fee for this service is also a fl at rate per month.
Pricing for our market data services is based on the value of the service provided, our cost structure for the service and the price of
comparable services offered by our competitors. Increases or decreases in our quotation data fees revenue is infl uenced by changes in
our price structure for existing market data offerings, introduction of new market data services and changes in the number of devices in
use. General economic factors that affect the fi nancial services industry, which constitutes our primary customer base, also infl uence
revenue from our market data fees.
PROCESSING SERVICES To further diversify the range of services we offer, we have entered into clearing and transaction processing
agreements with other exchanges. This revenue will fl uctuate as the trading volume of these exchanges fl uctuates.
This revenue includes fees for listing energy and metal futures products on the CME Globex platform for the New York Mercantile
Exchange (NYMEX). Although trading under a prior agreement with NYMEX ended in November 2005, trading under a new 10-year
agreement began in June 2006. Additionally, in 2007, we began providing clearing and risk management services for trades executed
at FXMarketSpace Limited (FXMS), our joint venture with Reuters Group PLC (Reuters), which offers centrally-cleared over-the-counter
trading of foreign exchange spot contracts. We also collect fees for processing trades for certain CME clearing fi rms that execute
trades at OneChicago, LLC (OneChicago), our joint venture in single stock futures and futures on narrow-based stock indexes.
Our agreement with CBOT to provide clearing and related services for CBOT products was terminated upon consummation of the merger.
Processing services revenue includes fees from this agreement in 2005, 2006 and for the period January 1 through July 12, 2007.
OTHER SOURCES Other sources of revenue include access and communication fees and revenue from various services related to
our operations.
Access and communication fees are the connectivity charges to customers of the CME Globex and e-CBOT platforms, to our
market data vendors and to direct market data customers as well as charges to members and clearing fi rms that utilize our various
telecommunications networks and communications services. Access fee revenue varies depending on the type of connection provided
to customers. Revenue from communication fees is largely dependent on open outcry trading, as a signifi cant portion relates to
telecommunications on our trading fl oors.
Other revenues include rent charged to third party tenants as well as ancillary charges for utilities, parking and miscellaneous services
provided to tenants. As part of our merger with CBOT Holdings, we acquired three buildings with over 1.5 million square feet of
commercial space in Chicago’s central business district. The retail and offi ce space is rented primarily to third party tenants, including
company shareholders and exchange customers. All tenants pay market rates for rent. The majority of tenant leases have terms of three
to fi ve years, with larger tenants having leases for up to nineteen years. These revenues are generally affected by market rental rates,
lease renewals and business conditions in the fi nancial services industry in which most of our tenants operate.
Other revenues also includes fees for administering our Interest Earning Facility (IEF) program, trade order routing, and various services
to members and clearing fi rms. We offer clearing fi rms the opportunity to invest cash performance bonds in our various IEF offerings.
These clearing fi rms receive interest income, and we receive a fee based on total funds on deposit. In addition, other revenues includes
trading gains and losses generated by GFX Corporation (GFX), our wholly-owned subsidiary that trades primarily in foreign exchange
futures contracts to enhance liquidity in our electronic markets for these products.
CME GROUP 2007 ANNUAL REPORT
35
PRIMARY OPERATING EXPENSES
With the exception of license fees paid for the trading of our equity index contracts and a component of our trading facility rent that
is related to open outcry trading volume, most of our expenses do not vary directly with changes in our trading volume.
COMPENSATION AND BENEFITS Compensation and benefi ts expense is our most signifi cant expense and includes employee wages,
bonuses, stock-based compensation, benefi ts and employer taxes. Changes in this expense are driven by fl uctuations in the number
of employees, increases in wages as a result of infl ation or labor market conditions, rates for employer taxes and other cost increases
affecting benefi t plans. In addition, this expense is affected by the composition of our work force, which includes a growing percentage
of technology-related employees. The expense associated with our bonus and stock-based compensation plans can also have a
signifi cant impact on this expense category and may vary from year to year.
The bonus component of our compensation and benefi ts expense is based on our fi nancial performance. Under the performance
criteria of our annual incentive plan, the bonus funded under the plan would be the “target” level if we achieve the cash earnings target
established by the Compensation Committee of our Board of Directors. Cash earnings are defi ned as net income excluding tax-effected
amortization of purchased intangibles, depreciation and amortization expense, and tax-effected stock-based compensation expense less
capital expenditures. Under the plan, if our actual cash earnings equal 80% of the established target for a given year, the bonus will be
reduced by approximately 50% of the target bonus amount. There will be no bonus if our cash earnings are less than 80% of the cash
earnings target, other than for non-exempt employees who may receive a bonus under our discretionary bonus program. If our actual cash
earnings equal 120% of the target or higher, the bonus would be increased by approximately 50% from the targeted bonus amount, which
is the maximum amount established by the Compensation Committee. If our performance is between the threshold performance level of
80% of the cash earnings target and the maximum performance level of 120% of the cash earnings target, the bonus will be calculated
based on the level of performance achieved. The Compensation Committee may adjust the cash earnings calculation and the target level
of performance for material, unplanned revenue, expense or capital expenditures to meet intermediate to long-term growth opportunities.
Beginning in 2007, the cash earnings calculation for bonus purposes excludes investment income and interest expense as well as expense
resulting from the guarantee of the Chicago Board Options Exchange, Inc. (CBOE) exercise right privileges. Targeted cash levels have
been adjusted accordingly for these changes in the cash earnings calculation.
Stock-based compensation is a non-cash expense related to stock options and restricted stock grants. Effective January 1, 2006, we
adopted Statement of Financial Accounting Standards (SFAS) No. 123(R), “Share-Based Payment.” SFAS No. 123(R) requires the use
of the fair value method of accounting for share-based payments, which we previously adopted in 2002 under SFAS No. 123, “Accounting
for Stock-Based Compensation.” SFAS No. 123(R) also requires that we estimate expected forfeitures of stock grants instead of the
previous practice of accounting for forfeitures as they occurred. Stock-based compensation varies depending on the quantity and fair
value of options granted. Fair value is derived using the Black-Scholes model with assumptions about our dividend yield, the expected
volatility of our stock price based on an analysis of implied and historical volatility, the risk-free interest rate and the expected life of
the options granted.
DEPRECIATION AND AMORTIZATION Depreciation and amortization expense results from the depreciation of long-lived assets purchased,
as well as the amortization of purchased and internally developed software. This expense has increased consistently from year to year
due to signifi cant technology investments in equipment and software. Depreciable useful lives have remained relatively consistent
since January 1, 2004. As a result of our merger with CBOT Holdings, we acquired three commercial buildings. We utilize space in
these buildings as offi ces and a trading fl oor. Depreciation and amortization on the building and building improvements as well as other
furniture, fi xtures and equipment acquired in the merger has been recorded since the merger closed on July 12, 2007.
OTHER EXPENSES We incur additional ongoing expenses for communications, technology support services and various other activities
necessary to support our operations.
• Communications expense consists primarily of costs for network connections to our electronic trading platforms and some market
data customers; telecommunications costs of our exchange; and fees paid for access to external market data. This expense is
affected primarily by the growth of electronic trading, our capacity requirements and by changes in the number of telecommunications
hubs and connections which allow customers outside the United States access to our electronic trading platforms directly.
36
CME GROUP 2007 ANNUAL REPORT
(cid:129) Technology support services consist of costs related to maintenance of the hardware and software required to support our
technology. Our technology support services costs are driven by system capacity, functionality and redundancy requirements.
(cid:129) Professional fees and outside services expense includes costs of consulting services provided for major strategic and technology
initiatives as well as legal and accounting fees. This expense fl uctuates primarily as a result of changes in services required to
complete initiatives.
(cid:129) Amortization of purchased intangibles includes amortization of intangibles obtained in our merger with CBOT Holdings as well as other
asset and business acquisitions. These intangible assets consist mainly of customer relationships, the Dow Jones & Company, Inc.
(Dow Jones) licensing agreement, and lease-related intangible assets.
(cid:129) Occupancy and building operations expense consists of costs related to leased and owned property including rent, maintenance,
real estate taxes, utilities and other related costs. Our offi ce space is located primarily in Chicago with smaller offi ces located in
Washington, D.C., London, Hong Kong, Sydney and Tokyo. Additionally, we have trading facilities in Chicago as well as data centers in
various U.S. locations. Occupancy costs are relatively stable, although our CME trading fl oor rent fl uctuates to a limited extent based
on open outcry trading volume.
(cid:129) Licensing and other fee arrangements expense consists primarily of license fees paid as a result of trading volume in equity index
products. This expense fl uctuates with changes in equity index product trading volume and fee structure changes in the licensing
agreements. Subsequent to the merger with CBOT Holdings, this expense includes licensing fees for trading volume in Dow Jones
products. During 2005 and 2006, under a prior agreement with Singapore Exchange Limited (SGX), revenue sharing expense
fl uctuated based on our percentage of electronically traded CME Eurodollar contracts up to a maximum expense of $0.3 million
per month. We recently renewed this agreement, and effective February 2007, the revenue sharing provisions of the agreement
terminated and the expense was eliminated.
(cid:129) Other expense includes marketing-related as well as general administrative costs. Marketing, advertising and public relations
expense consists primarily of media, print and other advertising expenses, expenses incurred as part of various brand campaigns
as well as the promotion of new and existing products and services.
NON-OPERATING INCOME AND EXPENSE
Non-operating income and expense includes investment income, securities lending interest income and expense, interest expense,
expense related to the guarantee of exercise right privileges and equity in losses of unconsolidated subsidiaries.
(cid:129) Investment income represents income generated by the short-term investment of our excess cash balances and clearing fi rms’ cash
performance bonds and security deposits; interest income and net realized gains and losses from our marketable securities and
long-term equity method investments as well as gains and losses on trading securities in our non-qualifi ed deferred compensation
plans. The investment results of our non-qualifi ed deferred compensation plans do not affect our net income as there is an equal and
offsetting impact in our compensation and benefi ts expense. Investment income is infl uenced by the availability of funds generated
by operations, market interest rates and changes in the levels of cash performance bonds deposited by clearing fi rms.
(cid:129) Securities lending transactions utilize a portion of the securities that clearing fi rms deposit to satisfy their proprietary performance
bond requirements. Substantial interest expense is also incurred as part of this securities lending activity. Net interest income from
securities lending is impacted by changes in short-term interest rates and the level of demand for the securities available for loan.
(cid:129) Interest expense is due primarily to a commercial paper program with various fi nancial institutions initiated in September 2007
in conjunction with a tender offer to repurchase Class A common stock. Under the program, we may sell unsecured short-term
promissory notes.
(cid:129) Expense related to our guarantee of exercise right privileges (ERPs) is a result of our merger with CBOT Holdings. Under the terms of
the merger agreement, eligible holders of CBOE ERPs could elect to sell us their ERP for $250,000 per privilege. Eligible holders that
did not elect to sell their ERPs are entitled to a maximum guaranteed payment of $250,000 from us upon resolution of the lawsuit
between CBOT and CBOE. This expense represents the estimated fair value of our guarantee as of the end of the period, which is
based in part on the expected outcome of the litigation. Periodic expense is impacted by changes in the fair value of the ERP.
(cid:129) Equity in losses of unconsolidated subsidiaries includes losses from our investments in FXMS and OneChicago.
CME GROUP 2007 ANNUAL REPORT
37
Critical Accounting Policies
The notes to our consolidated fi nancial statements include disclosure of our signifi cant accounting policies. In establishing these
policies within the framework of accounting principles generally accepted in the United States, management must make certain
assessments, estimates and choices that will result in the application of these principles in a manner that appropriately refl ects our
fi nancial condition and results of operations. Critical accounting policies are those policies that we believe present the most complex or
subjective measurements and have the most potential to affect our fi nancial position and operating results. While all decisions regarding
accounting policies are important, there are certain accounting policies that we consider to be critical. These critical policies, which are
presented in detail in the notes to our consolidated fi nancial statements, relate to goodwill and intangible assets, revenue recognition,
income taxes, internal use software costs and stock-based compensation.
GOODWILL AND INTANGIBLE ASSETS In accordance with SFAS No. 142, “Goodwill and Other Intangible Assets,” we review goodwill
and intangible assets with indefi nite lives for impairment on an annual basis and whenever events or circumstances indicate the carrying
value may not be recoverable. The provisions of SFAS No. 142 require that a two-step impairment test be performed on goodwill.
In the fi rst step, the fair value of each reporting unit is compared to its carrying amount. If the fair value of the reporting unit exceeds
the carrying amount, no impairment exists and we are not required to perform further testing. If the carrying amount exceeds its fair
value, the second step must be performed to determine the implied fair value of the reporting unit’s goodwill. If the carrying value
of the reporting unit’s goodwill exceeds its implied fair value, then an impairment loss is recorded in an amount equal to that excess.
Determining the fair value of a reporting unit is judgmental in nature and involves the use of signifi cant estimates and assumptions.
Indefi nite-lived intangible assets are assessed for impairment by comparing their fair values to their carrying values. If the carrying
value of an indefi nite-lived intangible asset exceeds its fair value, an impairment loss is recognized equal to the difference.
Intangible assets subject to amortization are also evaluated for impairment, when indicated by a change in circumstances, pursuant
to SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets.” The impairment testing requires management to
estimate the fair value of the assets and record an impairment loss for the excess of the carrying value over the fair value. The estimate
of the fair value of all intangible assets is generally determined on the basis of discounted future cash fl ows. In estimating the fair value,
management must make assumptions and projections regarding such items as future cash fl ows, future revenues, future earnings and
other factors. Such assumptions are subject to change as a result of changing economic and competitive conditions.
REVENUE RECOGNITION Our revenue recognition policies comply with Staff Accounting Bulletin No. 101 on revenue recognition. Our
revenue is derived primarily from the clearing and transaction fees we assess on each contract executed through our trading venues
and cleared through our clearing house. Clearing and transaction fees are recognized as revenue when a buy and sell order are matched
and when the trade is cleared. On occasion, the customer’s exchange trading privileges may not be properly entered by the clearing fi rm
and incorrect fees are charged for the transactions in the affected accounts. When this information is corrected within the time period
allowed by the exchange, a fee adjustment is provided to the clearing fi rm. An accrual is established for estimated fee adjustments to
refl ect corrections to customer exchange trading privileges. The accrual is based on the historical pattern of adjustments processed
as well as specifi c adjustment requests. Occasionally, market data customers will pay for services in a lump sum payment. When these
circumstances occur, revenue is recognized as services are provided.
38
CME GROUP 2007 ANNUAL REPORT
INCOME TAXES Calculation of the income tax provision includes an estimate of the income taxes that will be paid for the current year
as well as an estimate of income tax liabilities or benefi ts deferred into future years, as determined in accordance with SFAS No. 109,
“Accounting for Income Taxes” and Financial Interpretation (FIN) No. 48, “Accounting for Uncertain Tax Positions.” As required, our
deferred tax assets are reviewed to determine if all assets will be realized in future periods. To the extent it is determined that some
deferred tax assets may not be fully realized, the assets must be reduced by a valuation allowance. The calculation of our tax provision
involves dealing with uncertainties in the application of complex tax regulations. We recognize potential liabilities for anticipated tax
audit issues in the United States and other applicable tax jurisdictions using a more-likely-than-not recognition threshold based on the
technical merits of the tax position taken or expected to be taken. If payment of these amounts varies from our estimate, our income tax
provision would be reduced or increased at the time that determination is made. This determination may not be known for several years.
Past tax audits have not resulted in tax adjustments that would result in a material change to the income tax provision in the year the
audit was completed. The effective tax rate, defi ned as the income tax provision as a percentage of income before income taxes, will
vary from year to year based on changes to tax rates and regulations. In addition, the effective tax rate will vary with changes to income
that are not subject to income tax, such as municipal interest income, and changes in expenses or losses that are not deductible, such
as the utilization of foreign net operating losses.
INTERNAL USE SOFTWARE COSTS Certain costs for employees and consultants that are incurred in connection with work on development
or implementation of software for our internal use are capitalized in accordance with the American Institute of Certifi ed Public Accountants
Statement of Position (SOP) 98-1, “Accounting for the Costs of Computer Software Developed or Obtained for Internal Use.” Costs
capitalized are for application development or implementation, as required by SOP 98-1, for software projects that will result in
signifi cant new functionality and that are generally expected to cost in excess of $0.5 million. The amount capitalized is determined
based on the time spent by the individuals completing the eligible software-related activity and the compensation and benefi ts or
consulting fees incurred for these activities. Projects are monitored during the development cycle to assure that they continue to meet
the capitalization criteria of SOP 98-1 and that the project will be completed and placed in service as intended. Any previously capitalized
costs are expensed at the time a decision is made to abandon a software project. Completed internal use software projects, as well as
work-in-progress projects, are included as part of property in the consolidated balance sheets. Once completed, the accumulated costs
for a particular software project are amortized over the anticipated life of the software, generally three years. Costs capitalized
for internal use software will vary from year to year based on our technology-related business requirements.
STOCK-BASED COMPENSATION We expense stock options using the fair value method under the provisions of SFAS No. 123(R), “Share-
Based Payment.” We have elected the accelerated method for recognizing the expense related to stock grants. Due to this election
and the vesting provisions of our stock grants, a greater percentage of the total expense is recognized in the fi rst and second years of
the vesting period than would be recorded if we used the straight-line method. Upon adoption of SFAS No. 123(R) on January 1, 2006,
we began to include an estimate of expected forfeitures of stock grants in our expense recognition calculations instead of the previous
practice of accounting for forfeitures as they occurred.
CME GROUP 2007 ANNUAL REPORT
39
Recent Accounting Pronouncements
In September 2006, the Financial Accounting Standards Board (FASB) issued SFAS No. 157, “Fair Value Measurements,” which provides
guidance for using fair value to measure assets and liabilities by defi ning fair value, establishing a framework for measuring fair value,
and expanding disclosures about fair value measurements. The provisions of this statement are effective for fi scal years beginning after
November 15, 2007. Adoption of this standard will not have a material impact on our consolidated fi nancial statements, but will require
additional disclosures beginning in the fi rst quarter of 2008.
The FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities — Including an Amendment of FASB
Statement No. 115,” in February 2007. SFAS No. 159 permits entities to choose to measure many fi nancial instruments and certain
other items at fair value. The provisions of this statement are effective for fi scal years beginning after November 15, 2007. The impact
of the adoption will be dependent on the extent to which we elect to measure eligible items at fair value. We did not elect to measure
any items at fair value upon our initial adoption of the standard.
SFAS No. 141(R), “Business Combinations,” was issued in December 2007 to replace SFAS No. 141, “Business Combinations.” SFAS
No. 141(R) requires that an acquirer recognize the assets acquired, the liabilities assumed, and any non-controlling interest in the acquiree
at the acquisition date, measured at their fair values as of that date. This new statement also changes the requirements for recognizing
assets acquired and liabilities assumed arising from contingencies, restructuring liabilities and acquisition costs. The provisions of this
statement are applied prospectively to business combinations for which the acquisition date is on or after the beginning of the fi rst
annual reporting period beginning on or after December 15, 2008. We are currently assessing the impact of this standard’s future
adoption on our fi nancial statements.
In December 2007, the FASB issued SFAS No. 160, “Non-controlling Interests in Consolidated Financial Statements,” which establishes
accounting and reporting standards for the non-controlling interest in a subsidiary and for the deconsolidation of a subsidiary. SFAS No. 160
clarifi es that a non-controlling interest in a subsidiary be reported as equity in the consolidated fi nancial statements. The provisions
require consolidated net income to be reported at the total amount attributable to both the parent and non-controlling interest, with
disclosure of the amount attributable to the parent and non-controlling interest on the face of the statement of income. The statement
also requires that a parent recognize a gain or loss in net income when a subsidiary is deconsolidated. This statement is effective for
fi scal years beginning on or after December 15, 2008 and is applied prospectively as of the beginning of the fi scal year in which the
statement is initially applied. We are currently assessing the impact of this standard’s future adoption on our fi nancial statements.
Results of Operations for Compared with
2007 FINANCIAL HIGHLIGHTS
The comparability of our operating results for 2007 compared with 2006 is signifi cantly impacted by our merger with CBOT Holdings.
In our discussion and analysis of comparative periods, we have quantifi ed the contribution of additional revenue or expense resulting
from the merger wherever such amounts were material and identifi able. While identifi ed amounts may provide indications of general
trends, the analysis cannot completely address the effects attributable to integration efforts.
(cid:129) Total operating revenues grew by 61% in 2007 with the most signifi cant increase in clearing and transaction fees revenue and
quotation data fees.
(cid:129) Total operating expenses increased by 50% due primarily to higher compensation and benefi ts costs, amortization of purchased
intangibles and additional technology expenses incurred to maintain the e-CBOT electronic trading platform. Legal proceedings
resulting from our merger with CBOT Holdings, including settlement costs paid in relation to a claim fi led by the Louisiana Municipal
Police Employees’ Retirement System (LAMPERS), and other merger-related costs also contributed to increased expenses in 2007
During the third quarter of 2007, we began the process of restructuring our staffi ng, technology and facilities as a result of the
merger. At that time, we began incurring restructuring charges and will continue to incur additional expense in 2008.
(cid:129) Operating margin, which we defi ne as operating income expressed as a percentage of total revenues, increased to 60% in 2007
compared with 57% in 2006 as the growth in operating revenues outpaced increases in operating expenses.
40
CME GROUP 2007 ANNUAL REPORT
(cid:129) The increase in non-operating expense was due primarily to the guarantee we provided to eligible holders of the CBOE’s ERPs. The
increase in non-operating expense was partially offset by an increase in investment income due primarily to an increase in average
operating funds available for investment.
(cid:129) Cash earnings increased by $241.0 million to $643.8 million for 2007 compared with 2006 due primarily to an increase in net
income. We have included a reconciliation of cash earnings, a non-GAAP measure, in Liquidity and Capital Resources.
OPERATING REVENUES
(dollars in millions)
Clearing and transaction fees
Quotation data fees
Processing services
Access and communication fees
Other
Total Revenues
2007
$ 1,427.3
2006
$ 866.1
Change
65%
145.1
106.4
35.8
41.5
80.8
90.2
28.7
24.1
$ 1,756.1
$ 1,089.9
79
18
25
72
61
CLEARING AND TRANSACTION FEES Revenue increased primarily due to growth in trading volume partially offset by a decrease in average
rate per contract.
Volume The addition of the CBOT product line contributed signifi cantly to an increase in overall trading volume during 2007. We also
believe that a signifi cant increase in volatility, generated in part from uncertainty surrounding the sub-prime debt market during 2007,
added to an increase in volume across all product lines.
The following table summarizes average daily trading volume. For comparative purposes, CME and CBOT products have been presented
separately and average daily volume for CBOT products has been calculated for the period from July 13, 2007 through December 31,
2007. All amounts exclude TRAKRS, Swapstream and auction-traded products.
(in thousands)
Product Line Average Daily Volume:
Interest rate:
CME
CBOT
Equity:
CME
CBOT
Foreign exchange:
CME
Commodity and alternative investment:
CME
CBOT
Average Daily Volume of Total Products:
CME
CBOT
Electronic Volume:
CME
CBOT
Electronic Volume as a Percentage of Total Average Daily Volume
n.m. not meaningful
2007
2006
Change
3,701
3,392
2,549
195
569
81
647
6,900
4,234
5,288
3,373
78%
3,078
—
1,734
—
453
78
—
5,343
—
3,808
—
71%
20%
n.m .
47%
n.m .
26%
5%
n.m .
29%
n.m .
39%
n.m .
CME GROUP 2007 ANNUAL REPORT
41
Interest Rate Products
The increase in interest rate trading volume is due primarily to the addition of CBOT interest rate products subsequent to the
merger. CBOT interest rate products volume is attributable primarily to 10-year and 5-year U.S. Treasury note futures and options,
which had average daily volume of 1.7 million and 0.8 million contracts, respectively, from July 13, 2007 through the end of the
year. Average daily volume for 10-year and 5-year U.S. Treasury note futures and options was 1.3 million and 0.5 million contracts,
respectively, for the last six months of 2006. CBOT product volume for 2006 is provided for comparative purposes only and does not
relate to revenues recognized by CME Group. Overall trading volume growth in interest rate products also resulted from uncertainty
surrounding infl ation and market interest rates as well as concerns about the sub-prime debt market, which generated additional
market volatility. CME Eurodollar futures traded electronically increased to an average of 2.2 million contracts per day in 2007, an
increase of 30% when compared with 2006. Additionally, volume for CME Eurodollar options traded via open outcry increased 14%
to an average of 1.1 million contracts per day in 2007.
Equity Products
Trading volume for equity products increased for the year due primarily to a sharp rise in volatility in the equity markets resulting
from sub-prime debt market and infl ationary concerns, especially during the second half of 2007. Average volatility, as measured
by the CBOE Volatility Index, increased by 77% in the last six months of 2007 compared with the same period in 2006.
Average daily volume of our E-mini equity products increased by 50% to 2.4 million contracts in 2007 compared with 2006.
This included an increase in average daily volume for E-mini S&P 500 futures and options contracts of 60% to 1.7 million contracts
in 2007.
As announced in June 2007, our license to list Russell-based contracts will terminate in September 2008 when the last contracts
currently traded expire. Average daily volume for the Russell-based contracts was 252,000 for 2007. On June 19, 2007, we launched
new E-mini S&P small cap futures and options contracts, based on the S&P 600 Index, to offer a comparable alternative to the
Russell-based contracts.
In August 2007, we renewed our licensing agreement with Dow Jones. The agreement enables us to continue to exclusively offer
futures and options on futures products based on the Dow Jones Industrial Average (DJIA) and other Dow Jones indexes. The new
agreement is effective January 1, 2008 through December 31, 2014 and also includes a provision for a fi ve-year renewal term and
successive annual renewal terms thereafter.
Foreign Exchange Products
The increase in trading of foreign exchange products was fueled in part by the decline of the U.S. dollar relative to other major
currencies. We believe that market reactions to events in the fi xed income market also contributed to volume growth during the year.
In 2007, 92% of our foreign exchange volume traded electronically compared with 88% during 2006.
Commodity and Alternative Investment Products
Trading volume growth during 2007 resulted primarily from the additional volume generated from CBOT commodities subsequent
to the merger. CBOT commodities consist primarily of corn and soybean futures and options.
Average Rate Per Contract The increase in average daily volume in 2007 was partially offset by a decrease in the average rate,
or revenue, per contract. All amounts in the following table exclude TRAKRS, Swapstream and auction-traded products.
Total Volume (in millions)
Clearing and Transaction Fees (in millions)
Average Rate per Contract
2007
2,249.6
$ 1,426.2
$ 0.634
2006
Change
1,341.1
$ 864.4
$ 0.645
68%
65
(2)
42
CME GROUP 2007 ANNUAL REPORT
The average rate per contract decreased in 2007 due primarily to growth in member trading when compared with 2006. Member
trading volume increased faster than non-member trading in 2007. We believe that higher volumes by automated trading systems,
which typically receive member rates, contributed to this increase in member trading. In addition, the average rate per contract of
the E-mini S&P 500 futures and options contracts decreased due to incremental volume reaching the CME Globex surcharge cap,
resulting in a decrease in the overall average rate per contract.
The decrease in average rate per contract was partially offset by the addition of CBOT products to our existing product lines. The
average rate per contract for CBOT products was $0.657 for the period July 13 through December 31, 2007. The increase in average
rate per contract is attributable primarily to an increase in commodities volume, which has a higher average rate per contract,
during the fourth quarter of 2007. Additionally, the percentage of total volume by product line shifted during the year from CME
interest rate products to E-mini equity products, which have a higher rate per contract. As a percentage of total volume, E-mini
equity volume increased by 5% in 2007 when compared with 2006 while interest rate product volume decreased by 4%.
Concentration of Revenue We bill a substantial portion of our clearing and transaction fees to our clearing fi rms. The majority of clearing
and transaction fees received from clearing fi rms represent charges for trades executed on behalf of their customers. We currently have
approximately 120 clearing fi rms. The increase in the number of clearing fi rms compared with the prior year is due to the addition of
CBOT-only clearing fi rms as a result of our merger. One fi rm represented approximately 11% of our clearing and transaction fee revenue
for 2007. Should a clearing fi rm discontinue operations, we believe the customer portion of that fi rm’s trading activity would likely
transfer to another clearing fi rm of the exchange. Therefore, we do not believe this concentration exposes us to signifi cant risk from the
loss of revenue earned from the particular fi rm.
QUOTATION DATA FEES Quotation data fees revenue increased mostly due to additional revenue of approximately $44.1 million
contributed by market data services provided to existing CBOT customers subsequent to the merger.
In addition, a fee increase in CME market data fees on January 1, 2007 also contributed to growth in revenue. Users of CME’s basic service
paid $50 per month in 2007 for each market data screen, or device, compared with $40 per month in 2006. The higher rate combined with
increases in other quotation data services contributed to additional revenue of $19.2 million in 2007 compared with 2006.
Effective January 1, 2008, all users of our basic services will pay $55 per month for each market data screen, or device.
The two largest resellers of our market data generated approximately 67% of our quotation data fees revenue in 2007. However,
we consider exposure to signifi cant risk of revenue loss to be minimal despite this concentration. In the event 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.
PROCESSING SERVICES The increase in revenues is attributable primarily to an increase in NYMEX volume. Revenues generated from
trade matching services provided to NYMEX, which began at the end of the second quarter of 2006, increased by $42.1 million in 2007
when compared with 2006. The total volume of NYMEX products available on the CME Globex platform increased to 191.5 million
contracts in 2007 from 35.6 million contracts in 2006.
This increase was partially offset by a decrease in revenue resulting from the elimination of fees generated by the clearing agreement
with CBOT, which terminated as a result of our merger with CBOT Holdings. The decrease in processing services revenue resulting from
this termination was $27.6 million in 2007 when compared with 2006.
ACCESS AND COMMUNICATION FEES The telecommunications services provided to CBOT customers as well as connectivity charges for
the e-CBOT trading platform contributed incremental revenue of approximately $4.8 million in 2007. In addition, revenue growth in 2007
was also attributable to customers upgrading to higher bandwidth connections and expansion of our server co-location program. The
co-location program allows customers to connect their trading applications directly to the CME Globex electronic platform by housing
certain customer systems in a CME-specifi ed data facility.
CME GROUP 2007 ANNUAL REPORT
43
OTHER REVENUES Rental income and associated revenues from building operations acquired as a result of the merger with CBOT
Holdings totaled $11.2 million in 2007. Other incremental revenues from CBOT totaled $2.3 million. Additionally, the increase in other
revenues is also attributable to a $2.6 million increase in GFX trading gains in 2007 when compared with 2006.
OPERATING EXPENSES
(dollars in millions)
Compensation and benefits
Communications
Technology support services
Professional fees and outside services
Amortization of purchased intangibles
Depreciation and amortization
Occupancy and building operations
Licensing and other fee agreements
Restructuring
Other
Total Expenses
n.m. not meaningful
2007
$ 263.3
43.5
50.5
53.1
33.9
105.7
48.2
35.6
8.9
62.9
2006
$ 203.0
31.6
31.2
33.2
1.3
72.8
29.6
25.7
—
40.5
$ 705.6
$ 468.9
Change
30%
38
62
60
n.m .
45
63
39
n.m .
55
50
COMPENSATION AND BENEFITS The increase in compensation and benefi ts expense during 2007 compared with 2006 consisted primarily
of the following:
(in millions)
Average headcount
Bonus
Stock-based compensation
Change in average salaries, benefits and employer taxes
Increases
$ 37.2
11.9
6.5
3.8
(cid:129) Average headcount increased by 23%, or about 320 employees, in 2007. This increase resulted primarily from the addition of
approximately 690 employees as a result of our merger with CBOT Holdings and was offset by a workforce reduction of about 180
employees during the third and fourth quarters of 2007. As of December 31, 2007 and 2006, we had approximately 1,970 and 1,430
employees, respectively.
(cid:129) Bonus expense accrued under the provisions of our annual incentive plan increased in 2007 mostly as a result of a larger target pool
due to growth in headcount; improved performance of our company when compared with the cash earnings target, and increased
salary levels.
(cid:129) Stock-based compensation increased primarily due to the full impact in 2007 of the expense related to the options granted in June
2006 and additional expense related to the June 2007 grant. In addition, we recognized additional expense for the unvested stock
options previously granted to CBOT Holdings’ employees.
Subsequent to our merger, we approved and initiated a plan to close duplicate facilities and reduce our workforce in order to improve
operating effi ciencies. In addition to the positions we have eliminated through December 2007, we expect to eliminate approximately
200 positions by June 2008. We expect these reductions to contribute to a decrease in compensation and benefi ts expense relative
to the current period.
COMMUNICATIONS This expense increased primarily as a result of our merger with CBOT Holdings. Costs incurred to support e-CBOT
operations and customer connectivity resulted in incremental expense in 2007. Continued growth in existing customer and data center
connections and bandwidth upgrades also contributed to the increase in expense in 2007.
44
CME GROUP 2007 ANNUAL REPORT
TECHNOLOGY SUPPORT SERVICES There was an increase of approximately $15.1 million due primarily to the integration and support
of the e-CBOT electronic trading platform in 2007. Additional investments in technology, including an upgrade to our network and
mainframe system in 2006, led to increased ongoing maintenance costs as part of a planned system expansion to increase capacity
for peak volumes of transactions processed electronically.
PROFESSIONAL FEES AND OUTSIDE SERVICES Technology-related and other professional fees, net of amounts capitalized for internally
developed software, increased by $11.2 million in 2007 compared with 2006. The increase was due primarily to consulting services used
to supplement our merger integration efforts as well as non-capitalizable software development costs and expenses incurred to support
our strategic initiatives.
Additionally, legal fees increased $6.3 million in 2007 due to litigation costs related to the LAMPERS and CBOE proceedings resulting
from our merger with CBOT Holdings, as well as the ongoing antitrust suit fi led by Eurex U.S.
In total, this expense category includes $8.9 million in merger-related costs in 2007.
AMORTIZATION OF PURCHASED INTANGIBLES The increase in expense during 2007 is attributable to intangible assets obtained in our
merger with CBOT Holdings. Intangible assets subject to amortization consist primarily of clearing fi rm relationships, market data
customer relationships, the Dow Jones licensing agreement and lease-related intangibles. Amortization of purchased intangibles in 2006
relates to intangible assets obtained as a result of our business acquisition of Swapstream and our acquisition of assets from Liquidity
Direct Technology, LLC.
DEPRECIATION AND AMORTIZATION The increase in expense is related primarily to additional assets obtained in our recent merger with
CBOT Holdings. Depreciation and amortization expense attributable to the addition of these assets was estimated as $18.6 million in
2007. This amount includes the impact of purchase accounting valuation adjustments. In addition, we have shortened the useful lives
of various technology-related and trading fl oor assets due to our plans to consolidate some electronic trading systems and trading fl oor
operations. This resulted in incremental expense of $7.9 million in 2007. We expect this acceleration of depreciation to result in $8.0 million
of expense in 2008. In addition, depreciation and amortization of 2007 and 2006 property additions exceeded the depreciation and
amortization of assets that have become fully depreciated or retired since January 1, 2006, contributing to the increase in depreciation
and amortization expense for 2007.
Property additions, excluding merger-related additions, for 2007 and 2006 are summarized below. Technology-related assets include
purchases of computers and related equipment, software, the cost of developing internal use software and the build-out of our data
centers. While total property additions increased in 2007, technology-related spending decreased as a percentage of total additions
due to an increase in spending for the development of our newly-leased Chicago offi ce space.
(dollars in millions)
Total property additions, including landlord-funded leasehold improvements
Technology-related assets as a percentage of total additions
2007
$ 163.7
77%
2006
$ 88.2
90%
Change
86%
OCCUPANCY AND BUILDING OPERATIONS The addition of three commercial real estate properties as a result of our recent merger resulted
in incremental expense of $8.4 million in 2007 relating primarily to utilities, maintenance and real estate tax expense. In addition, we
entered into two leases for additional offi ce space in Chicago and London during the third quarter of 2006. These new leases contributed
to an increase of $10.2 million in rent, utilities and real estate tax expense in 2007.
In August 2007, we renegotiated the leases for offi ce space and trading fl oor facilities at our headquarters. Under the terms of our new
lease, which extends our occupancy through 2022, we will be reducing our rented space after November 2008.
LICENSING AND OTHER FEE AGREEMENTS Higher trading volume for licensed products, particularly E-mini S&P products, resulted in $8.8 million
of additional expense in 2007. Also contributing to an increase in this expense were licensing and market maker fees of approximately
CME GROUP 2007 ANNUAL REPORT
45
$4.1 million resulting from our recent merger with CBOT Holdings. These increases were partially offset by a $2.7 million reduction in costs
incurred under a fee sharing arrangement with SGX, which ceased in February 2007 under the terms of our renewed agreement.
We renewed our exclusive product licensing agreement with Dow Jones in September 2007. The new agreement is effective from January
2008 through December 2014 and includes an upfront payment as well as minimum annual payments. The upfront payment, which was
negotiated in exchange for a reduced rate per contract, will be recognized in equal amounts each month over the term of the agreement.
RESTRUCTURING This expense consists primarily of severance to transitional CBOT employees, severance to CME employees, retention
bonuses and associated payroll taxes as well as outplacement costs and post-employment healthcare subsidies. Approximately
$3.5 million of additional restructuring expense will be incurred in 2008.
OTHER EXPENSE The increase in expense for 2007 is attributable primarily to $8.0 million of marketing, advertising and public relations
costs incurred as part of our global brand campaign and efforts to redesign and expand our customer education programs. Included in
the $8.0 million increase for 2007 was $3.9 million of merger-related re-branding and print advertising costs. Also contributing to the
increase in other expense for the year was $6.3 million of settlement costs related to the LAMPERS class action lawsuit. Finally, a higher
level of operating expenses associated with the combined company resulted in an increase in this expense for the year.
NON-OPERATING INCOME AND EXPENSE
(dollars in millions)
Investment income
Securities lending interest income
Securities lending interest expense
Interest expense
Guarantee of exercise right privileges
Equity in losses of unconsolidated subsidiaries
Total Non-Operating
n.m. not meaningful
2007
$ 73.1
121.5
(114.5)
(3.6)
(17.2)
(14.0)
2006
$ 55.8
94.0
(92.1)
(0.2)
—
(6.9)
$ 45.3
$ 50.6
Change
31%
29
24
n.m .
n.m .
n.m .
(10)
INVESTMENT INCOME The increase in investment income in 2007 when compared with 2006 is attributable primarily to the investment
of additional cash generated from operations during the year as well as rising short-term interest rates. In late 2007, cash was utilized for
a share repurchase and interest rates began to decline resulting in a decline in the investment income growth rate we had experienced
earlier in the year. Funds from maturing investments have been reinvested in liquid, short-term investments due to the uncertainty
surrounding long-term interest rates and to provide fl exibility in pursuing strategic opportunities.
Annualized average rates of return and average investment balances indicated in the table below include short-term investments
classifi ed as cash and cash equivalents, marketable securities and a portion of clearing fi rms’ cash performance bonds and security
deposits, but exclude the impact of our non-qualifi ed deferred compensation plan and insurance contracts. We exclude the impact of
our non-qualifi ed deferred compensation plan from this analysis because earnings from the plan are offset by an equal amount of
expense in compensation and benefi ts expense.
(dollars in millions)
Annualized average rate of return
Average investment balance
Increase in income due to balance
Increase in income due to rate
46
CME GROUP 2007 ANNUAL REPORT
2007
4.46%
2006
4.16%
$ 1,563.9
$ 1,294.1
Change
0.30%
$ 269.8
$ 11.3
4.7
SECURITIES LENDING During 2007, we expanded lending relationships to include additional banks, which led to an increase in the number
of eligible securities available for lending. Beginning in late August 2007, we temporarily suspended our securities lending program due
to high volatility in the credit markets and extreme market demand for U.S. Treasury securities, resulting in a decline of the revenue and
expense growth rate we had experienced earlier in the year. We resumed the program in mid-September once market volatility subsided.
Despite the temporary suspension of the program in 2007, the expansion of lending relationships resulted in an increase in the average
daily balance of funds invested when compared with 2006. The spread between the average rate earned and the average rate paid
increased during 2007 due to the combined effect of changes in the federal discount rate, which correlates closely with the interest
expense, and an increase in market demand for the securities we had available to lend through this program.
(dollars in billions)
Average daily balance of funds invested
Annualized average rate earned
Annualized average rate paid
Net earned from securities lending
2007
$ 2.3
5.27%
4.96
0.31
2006
$ 1.9
5.01%
4.91
0.10
Change
$ 0.4
0.26%
0.05
0.21
INTEREST EXPENSE In September 2007, we initiated a commercial paper program with various institutions under which we may issue and
sell unsecured short-term promissory notes. During 2007, we issued $1.2 billion in par value of commercial paper notes. At December 31,
2007, $164.4 million of debt remained outstanding. The weighted average balance of notes outstanding for the full year was $64.2 million.
Interest rates on notes issued ranged from 4.50% to 5.38%.
GUARANTEE OF EXERCISE RIGHT PRIVILEGES Under the terms of the merger with CBOT Holdings, eligible holders of CBOE ERPs had
until August 24, 2007 to elect to sell us their ERPs for $250,000 per privilege. Upon resolution of the lawsuit between CBOT and CBOE,
qualifi ed holders that did not elect to sell are entitled to a maximum guaranteed payment of $250,000 per privilege. If the value received
by the ERP holder upon resolution of the lawsuit is less than $250,000, we will pay the difference.
We recorded expense equal to the estimated fair value of the guarantee on 1,331 ERPs outstanding at the close of the merger. In August
2007, 159 ERPs were tendered for sale to us. We have refl ected changes in the estimated fair value of the guarantee on the ERPs that
remain outstanding and adjusted our expense accordingly. We will continue to recognize changes in the fair value of the outstanding
guarantee as income or expense on a quarterly basis until the lawsuit is resolved.
Subsequent to the tendering of these rights, the maximum potential aggregate payment to the remaining holders under the guarantee
is $293.0 million.
EQUITY IN LOSSES OF UNCONSOLIDATED SUBSIDIARIES The increase resulted primarily from incremental losses of $7.1 million from our
investment in FXMS for 2007. FXMS, our joint venture with Reuters, was established in the second half of 2006 and began operations
in February 2007.
INCOME TAX PROVISION
The effective tax rate increased to 39.9% in 2007 from 39.4% in 2006. The increase was due primarily to the inability to recognize the
benefi t of the net operating losses generated by our Swapstream operations, which we acquired in August 2006. The valuation allowance
recorded against Swapstream’s accumulated net operating losses will not be derecognized until there is a pattern of operating income
from these operations. The increase in the effective tax rate was partially offset by an increase in tax-advantaged securities.
CME GROUP 2007 ANNUAL REPORT
47
Results of Operations for Compared with
2006 FINANCIAL HIGHLIGHTS
(cid:129) Total operating revenues grew by 22% in 2006 primarily as a result of increased clearing and transaction fees revenue, and to
a lesser extent, processing services and quotation data fees.
(cid:129) Total operating expenses increased by 14% in 2006 when compared with 2005. The increase was due primarily to higher
compensation and benefi ts costs as well as increased technology spending resulting from capacity expansion and processing speed
enhancements. Higher rates on licensed S&P and NASDAQ products and increased professional and outside services fees also
contributed to the increase in expenses.
(cid:129) Operating margin, which we defi ne as operating income expressed as a percentage of total revenues, increased to 57% in 2006 from
54% in 2005 as the growth of operating revenues outpaced increases in operating expenses.
(cid:129) The increase in non-operating income was due primarily to an increase in investment income, which resulted from a rise in average
operating funds available for investment and increases in market interest rates.
(cid:129) Cash earnings increased by approximately $111.0 million to $402.8 million for 2006 compared with 2005. We have included
a reconciliation of cash earnings, a non-GAAP measure, in Liquidity and Capital Resources.
OPERATING REVENUES
(dollars in millions)
Clearing and transaction fees
Quotation data fees
Processing services
Access and communication fees
Other
Total Revenues
2006
$ 866.1
80.8
90.2
28.7
24.1
2005
$ 696.2
71.8
68.7
27.8
25.3
$ 1,089.9
$ 889.8
Change
24%
13
31
3
(4)
22
CLEARING AND TRANSACTION FEES The increase was due to trading volume growth partially offset by a decrease in the average rate
per contract.
Volume In 2006, our volume surpassed one billion contracts traded for the second consecutive year driven by growth of 25% or more
in all product lines. Technology enhancements, including the migration of our CME Globex trading platform to new Hewlett Packard
Integrity NonStop servers that incorporate Intel Itanium processors, signifi cantly increased trade-matching speed which reduced our
average response time on transactions and resulted in increased usage by automated trading systems. Growth in hedge funds, interest
rate uncertainty and occasional daily volatility in equity markets also contributed to trading volume growth.
The following table summarizes average daily trading volume. All amounts exclude TRAKRS, Swapstream and auction-traded products.
(in thousands)
Product Line Average Daily Volume:
Interest rate
Equity
Foreign exchange
Commodity and alternative investment
Average Daily Volume of Total Products
Electronic Volume
Electronic Volume as a Percentage of Total Average Daily Volume
2006
2005
Change
3,078
1,734
453
78
5,343
3,808
71%
2,380
1,389
334
55
4,158
2,895
70%
29%
25
35
41
28
31
48
CME GROUP 2007 ANNUAL REPORT
Interest Rate Products
Interest rate product volume increased in 2006 due primarily to uncertain market expectations surrounding interest rates, including
those created by changes in Federal Reserve monetary policy, expansion in the use of our electronic trading platform as a result
of technological enhancement and increased use of automated trading systems. The volume of interest rate products traded
electronically increased by 34% to 1.8 million contracts per day in 2006. Trends favoring the trading of derivative products also
contributed to the increase in volume.
The average daily volume of CME Eurodollar options, which are traded predominantly through open outcry, increased by 44% to
1.1 million contracts in 2006. In conjunction with the increase in Eurodollar options volume, the average daily volume of CME Eurodollar
options traded electronically also increased to 77,000 contracts in 2006 from 28,000 contracts in 2005. In April 2006, we launched
a new incentive program to increase electronic trading of CME Eurodollar options. The program, which was initially effective through
December 2006, was extended through June 2007. The program provided a reduced fee schedule for customers meeting percentage
thresholds for electronic trading of CME Eurodollar options.
Equity Products
The increase in equity product volume for the year was due primarily to technological enhancements, increased usage of equity
option products, occasional signifi cant daily fl uctuations in stock market volatility, as measured by the CBOE Volatility Index,
and efforts to attract new customers.
Average daily volume of our E-mini equity products increased by 25% to 1.6 million contracts in 2006 compared with 2005.
In particular, E-mini S&P 500 volume increased 27% to 1.1 million contracts. Volume for our electronically traded E-mini equity
options increased to 45,000 contracts per day in 2006 from 18,000 contracts per day in 2005.
Foreign Exchange Products
In December 2006, foreign exchange volume set a monthly volume record with 621,000 contracts traded per day. The increase in
trading of foreign exchange products resulted from the previously mentioned technological enhancements which facilitated faster
execution of trades, additional liquidity and fee incentive programs, including those specifi cally targeted to attract commodity
trading advisors and large hedge funds. In 2006, 88% of our foreign exchange volume traded through the CME Globex platform
compared with 81% during 2005.
Commodity and Alternative Investment Products
Trading in commodity and alternative investment products increased as a result of the growing appeal of commodities as an asset
class, which has attracted additional trading activity in live cattle and lean hog products.
Average Rate Per Contract The impact of the 28% increase in average daily trading volume during 2006 was partially offset by a decrease
in the average rate, or revenue, per contract. All amounts in the following table exclude TRAKRS, Swapstream and auction-traded
products.
Total Volume (in millions)
Clearing and Transaction Fees (in millions)
Average Rate per Contract
2006
1,341.1
$ 864.4
$ 0.645
2005
Change
1,047.9
$ 695.7
$ 0.664
28%
24
(3)
CME GROUP 2007 ANNUAL REPORT
49
In 2006, the average rate per contract decreased when compared with 2005 due primarily to the following factors:
(cid:129) Incentives and discounts increased as a result of volume growth, reducing the average rate per contract by $0.021;
(cid:129) The number of inactive clearing fi rms and trading volume from automated trading systems that receive lower-priced member rates
increased resulting in a slight rise in the percentage of trades executed by member customers to 80% of total volume from 79% in 2005;
(cid:129) Higher-priced privately negotiated trades, as a percentage of total volume, decreased to 1.0% during 2006 compared with 1.2% in
2005; and
(cid:129) The average daily volume of CME Eurodollar options traded through open outcry, one of our lowest priced products, increased by
38%. This represented 19% of total volume in 2006 compared with 17% in 2005. Clearing and transaction fees from CME Eurodollar
options traded through open outcry averaged $0.33 per contract in 2006 and 2005.
These decreases were partially offset by broad-based pricing increases implemented in August 2005, which contributed incremental
revenue of approximately $13.0 million when compared with 2005. Additionally, the rate per contract was favorably impacted by a
higher percentage of trades executed through the CME Globex platform for which additional fees are assessed.
QUOTATION DATA FEES The growth in revenue resulted primarily from a fee increase that was implemented on January 1, 2006. Users of
our basic service paid $40 per month for each market data screen, or device, in 2006. The monthly charge in effect during 2005 was
$35. This higher rate contributed to a $10.4 million increase in subscriber fees for 2006 compared with 2005 and was partially offset by
a $1.5 million decrease in assessments, which result from our periodic audits of usage data previously provided by our customers.
PROCESSING SERVICES Revenue increased primarily as a result of increased trading volume at CBOT and higher volume executed on
the CME Globex platform under our agreement with NYMEX. CBOT’s average daily trading volume was 3.2 million contracts for 2006,
an increase of 20% over the 2.7 million contracts traded in 2005. This increased volume at CBOT generated incremental revenue of
$11.6 million in 2006. Revenue from services provided to NYMEX increased by $9.8 million in 2006 when compared with 2005. Our prior
agreement with NYMEX ended in November 2005. Trading under our new 10-year agreement began in June 2006. The new agreement
added metals futures products and expanded the number of energy futures products, including the addition of physically delivered WTI
futures products, which we now list for NYMEX on the CME Globex platform. As a result, the average daily volume of NYMEX electronic
trading increased signifi cantly on our platform during 2006.
ACCESS FEES Growth in revenue resulted from the expiration, in July 2006, of an incentive program to encourage our customers to
switch to a higher bandwidth connection.
OPERATING EXPENSES
(dollars in millions)
Compensation and benefits
Communications
Technology support services
Professional fees and outside services
Amortization of purchased intangibles
Depreciation and amortization
Occupancy and building operations
Licensing and other fee agreements
Other
Total Expenses
50
CME GROUP 2007 ANNUAL REPORT
2006
$ 203.0
2005
$ 179.6
Change
13%
31.6
31.2
33.2
1.3
72.8
29.6
25.7
40.5
31.1
26.9
26.1
0.7
64.9
28.5
18.0
36.0
$ 468.9
$ 411.8
2
16
27
73
12
4
43
13
14
COMPENSATION AND BENEFITS The increase in compensation and benefi ts expense during 2006 relative to 2005 consisted primarily of
the following:
(in millions)
Average headcount
Change in average salaries, benefits and employer taxes
Bonus
Stock-based compensation
Capitalization for software development and reimbursable costs
Increases
$ 9.8
7.4
4.3
3.8
(3.6)
• Average headcount increased by 7%, or approximately 90 employees, in 2006 compared with 2005 primarily as a result of increased
hiring to support technology initiatives. Our acquisition of Swapstream, which was completed in August 2006, also contributed to the
increase in average headcount for the year. At December 31, 2006 and 2005, we had approximately 1,430 and 1,320 employees, respectively.
• Bonus expense accrued under the provisions of our annual incentive plan increased due primarily to growth in our employee headcount
and salary increases for existing employees.
• Stock-based compensation increased primarily as a result of additional expense from options granted in June 2006 and the full impact
in 2006 of the expense related to the June 2005 grant. In addition, the fair value per share of options granted in June 2006 increased
when compared with the fair value of options granted in June 2005.
• Increases were partially offset by increased capitalization of compensation and benefi ts expense relating to software development. The
increase in capitalized software costs resulted primarily from development needed to provide trading and other services to FXMS.
TECHNOLOGY SUPPORT SERVICES We experienced growth of 20% in the average number of transactions processed electronically during
2006 when compared with 2005. As a result of the continued growth in transactions processed, additional maintenance and service
contracts were required to support increases in hardware and software purchases.
PROFESSIONAL FEES AND OUTSIDE SERVICES Legal fees increased $4.1 million in 2006 when compared with 2005 due primarily to the
structuring and establishment of FXMS and litigation costs related to the ongoing antitrust lawsuit fi led by Eurex U.S. in 2003.
In addition, other professional fees increased $3.4 million in 2006 due primarily to the use of consulting services to support several
clearing and trading systems projects as well as enhancements to the CME Globex platform’s functionality, including the ability to
execute complex options trading strategies. During the fourth quarter, merger-related integration planning also contributed to an
increase in professional fees.
DEPRECIATION AND AMORTIZATION During the second quarter of 2006, we began an 18-month process of migrating the electronic
trading of products to new Hewlett Packard Integrity NonStop servers that incorporate Intel Itanium processors. As a result of the
migration, we reassessed and shortened the estimated useful lives on our existing processors which resulted in additional depreciation
expense of $1.9 million in 2006 when compared with 2005. In addition, depreciation and amortization of 2005 and 2006 property
additions exceeded the depreciation and amortization of assets that have become fully depreciated or retired since January 1, 2005,
resulting in an increase in 2006 depreciation and amortization expense.
Property additions for 2006 and 2005 are summarized below. Technology-related assets include purchases of computers and related
equipment, software, the cost of developing internal use software and costs associated with the expansion of our data centers.
(dollars in millions)
Total property additions, including landlord-funded leasehold improvements
Technology-related assets as a percentage of total additions
2006
$ 88.2
90%
2005
$ 87.6
91%
CME GROUP 2007 ANNUAL REPORT
51
OCCUPANCY AND BUILDING OPERATIONS We entered into two new leases for additional space in Chicago and London during 2006.
The Chicago lease, which began in August 2006, provides us with an opportunity to reorganize and maximize the utilization of our
facilities in the downtown area. The London lease, which began in November 2006, allowed us to consolidate our existing London
offi ce with Swapstream’s facilities. The new leases resulted in additional rent expense of $1.1 million in 2006.
LICENSING AND OTHER FEE AGREEMENTS A large portion of the increase in this expense was attributable to an increase in licensing rates
for S&P E-mini products and, to a lesser extent, NASDAQ E-mini products. Rate increases went into effect in June 2005 for NASDAQ
products and September 2005 for S&P products in return for extending our exclusive rights to offer these products. Renegotiated
licensing rates resulted in $6.5 million of incremental expense compared with 2005. Also, higher average daily trading volume for
licensed products resulted in additional expense of $2.4 million in 2006. Higher volumes were attributable primarily to E-mini products
based on the S&P 500 and NASDAQ-100.
These increases in expense were partially offset by a $0.9 million decrease in fees paid to market maker program participants. The
reduction in market maker fees was due primarily to the expiration of the Russell 1000 program in December 2005.
OTHER EXPENSE In 2006, this expense increased primarily as a result of the preparation for and launch of a new global brand advertising
campaign. The promotion of new products and production of CME’s quarterly magazine, which launched in the third quarter of 2005, also
contributed to an increase in expense.
NON-OPERATING INCOME AND EXPENSE
(dollars in millions)
Investment income
Securities lending interest income
Securities lending interest expense
Interest expense
Equity in losses of unconsolidated subsidiaries
Total Non-Operating
2006
$ 55.8
94.0
(92.1)
(0.2)
(6.9)
$ 50.6
2005
$ 31.4
58.7
(56.8)
(0.3)
(2.6)
$ 30.4
Change
77%
60
62
(30)
162
66
INVESTMENT INCOME Rising market interest rates as well as increased funds available for investment resulted in increased investment
income in 2006 when compared with 2005. Increases in investment income were partially offset by an increase in tax-advantaged
investments, as a percentage of the total portfolio, during 2006. The annualized average rate of return and average investment
balance indicated in the table below include short-term investments classifi ed as cash and cash equivalents, marketable securities and
clearing fi rms’ cash performance bonds and security deposits, but exclude the fi rst IEFs and our non-qualifi ed deferred compensation
plan. Non-qualifi ed deferred compensation plan earnings are excluded from this analysis as there is an equal and offsetting amount in
compensation and benefi ts expense.
(dollars in millions)
Annualized average rate of return
Average investment balance
Increase in income due to balance
Increase in income due to rate
2006
4.16%
2005
2.99%
$ 1,294.1
$ 951.6
Change
1.17%
$ 342.5
$ 15.1
10.3
Increases due to rate and balance changes were partially offset by a decrease of $1.9 million resulting from the discontinuance of our
investment in the fi rst IEFs as of December 2005.
SECURITIES LENDING INTEREST INCOME AND EXPENSE The average daily balance of funds available for lending increased during 2006
relative to 2005. This was primarily the result of a policy change effective October 1, 2005 that increased the amount of securities
available for lending to 70% from 50% of total eligible securities.
52
CME GROUP 2007 ANNUAL REPORT
(dollars in billions)
Average daily balance of funds invested
Annualized average rate earned
Annualized average rate paid
Net earned from securities lending
2006
$ 1.9
5.01%
4.91
0.10
2005
$ 1.8
3.34%
3.23
0.11
Change
$ 0.1
1.67%
1.68
(0.01)
EQUITY IN LOSSES OF UNCONSOLIDATED SUBSIDIARIES This includes $6.1 million of losses from our investment in FXMS, which was
formed in July 2006, as well as our proportionate share of losses from OneChicago.
INCOME TAX PROVISION
In 2006, the effective tax rate decreased from 39.6% to 39.4% when compared with 2005. The decrease is due primarily to increased
investments in tax-advantaged securities, the impact of which was partially offset by the non-deductibility of net operating losses
generated by our Swapstream operations subsequent to our acquisition of this business in August 2006.
Liquidity and Capital Resources
CASH REQUIREMENTS
Historically, we have met our operational funding requirements with cash generated by operations. If operations do not provide suffi cient
funds to meet short-term and long-term capital expenditure requirements, cash and cash equivalents or marketable securities can be
reduced to provide the needed funds, assets can be acquired through capital leases, or we can borrow using public or private debt
facilities. In addition, we believe we can fund any pending or potential future acquisitions with internally available cash, debt fi nancing or
the issuance of equity securities.
On February 26, 2008, we completed our transaction with Brazilian Mercantile & Futures Exchange S.A. (BM&F). We issued 1.2 million
shares of Class A common stock (approximately a 2% equity interest in the company) in exchange for 101.1 million shares of BM&F (an
equity interest of approximately 10%). Neither CME Group nor BM&F may sell its equity interest in the other until February 2012 under
the provisions of the agreement. Our investment in BM&F is recorded at a cost of $631.4 million based on our stock price of $531.00 at
close on February 25, 2008.
Cash will also be required for operating leases and non-cancelable purchase obligations as well as commitments refl ected as liabilities in
our consolidated balance sheet at December 31, 2007. These commitments are as follows (in thousands):
Year
2008
2009-2010
2011-2012
Thereafter
Total
Operating
Leases
$ 17,731
32,970
33,719
147,922
$ 232,342
Purchase
Obligations
$ 66,640
17,996
12,356
8,000
Other
Liabilities
$ 21,651
—
—
—
$ 104,992
$ 21,651
Total(a)
$ 106,022
50,966
46,075
155,922
$ 358,985
(a) Gross unrecognized tax liabilities of $9.7 million determined under FIN No. 48 are not included in the commitments table due to uncertainty about the date of their settlement.
Future capital expenditures for technology are anticipated as we continue to support our growth through investment in increased system
capacity and performance and through technological initiatives on our electronic trading platforms. Each year capital expenditures are
incurred for improvements to and expansion of our trading fl oor facilities, offi ces, remote data centers, telecommunications capabilities
and other operating equipment. We expect 2008 capital expenditures to total between $225.0 million and $235.0 million, excluding
leasehold improvements for our new offi ce space that will be funded with landlord allowances. Anticipated capital expenditures for 2008
include approximately $77.0 million of data center build-out costs related primarily to our new data center.
CME GROUP 2007 ANNUAL REPORT
53
We intend to continue to pay a regular quarterly dividend to our shareholders. The decision to pay a dividend, however, remains within
the discretion of our Board of Directors and may be affected by various factors, including our earnings, fi nancial condition, capital
requirements, level of indebtedness and other considerations our Board of Directors deems relevant. In 2007, our annual dividend target
remained at approximately 30% of the prior year’s cash earnings. For 2008, our annual dividend target will remain at approximately 30%
of 2007 cash earnings calculated as if the merger with CBOT Holdings had occurred on January 1, 2007. On January 30, 2008, the Board
of Directors declared a regular quarterly dividend of $1.15 per share payable on March 25, 2008 to shareholders of record on March
10, 2008. Assuming no changes in the number of shares outstanding other than the issuance of 1.2 million shares to BM&F, the March
2008 dividend payment will total approximately $62.6 million.
SOURCES AND USES OF CASH
Net cash provided by operating activities was $814.4 million in 2007 compared with $471.7 million in 2006. Net cash provided by
operating activities increased due primarily to the increase in net income during 2007. In 2007, net cash provided by operating activities
was $155.8 million higher than net income. Adjustments to net income consisted primarily of $105.7 million in depreciation and
amortization, $33.9 million of amortization of purchased intangibles, and a $31.2 million increase in other current liabilities, partially
offset by a $50.6 million increase in deferred income taxes and a $49.9 million increase in accounts receivable. The increase in
depreciation and amortization expense is due primarily to additional assets obtained in our recent merger with CBOT Holdings. Accounts
receivable in any period result primarily from the clearing and transaction fees billed in the last month of the reporting period.
Cash used in investing activities was $78.6 million in 2007 compared with $85.9 million in 2006. The decrease in cash used compared
with 2006 was due primarily to $116.0 million of cash acquired in our merger with CBOT Holdings and a $30.7 million increase in
proceeds from maturities of marketable securities, net of purchases. These increases in cash were partially offset by a $75.8 million
increase in property and equipment purchases, $39.8 million used to purchase exercise right privileges, and an increase of $37.2 million
in merger-related transaction costs.
Cash used in fi nancing activities was $859.9 million in 2007 compared with $27.2 million for 2006. The increase in cash used was
due primarily to $949.3 million paid to repurchase common stock and a $64.0 million increase in cash dividends to shareholders. This
increase in cash used was partially offset by proceeds of debt issuances, net of maturities and debt issuance costs, of $162.9 million.
DEBT INSTRUMENTS
We maintain a 364-day revolving loan facility, with various fi nancial institutions, which provides for loans of up to $750.0 million.
This revolving loan facility serves as a back-up facility for our commercial paper program. Proceeds from the program were used to
partially fund our recent tender offer stock repurchase and related fees. On September 5, 2007, we purchased 1.7 million shares of
our Class A common stock at a purchase price of $560 per share for a total cost of approximately $950.6 million, including related
fees and expenses. Under the terms of the facility, proceeds can also be used to fi nance the BM&F investment transaction and to pay
general corporate purposes of up to $300.0 million.
Our clearing house maintains an $800.0 million 364-day line of credit with a consortium of banks to be used in certain situations. The line of
credit, which was renewed on October 12, 2007, continues to be collateralized by clearing fi rm security deposits held by us in the form of
U.S. Treasury or agency securities, as well as security deposit funds in the Interest Earning Facilities and any performance bond deposits of
a clearing fi rm that has defaulted on its obligation. The line of credit can only be drawn on to the extent it is collateralized. Security deposit
collateral was $1.4 billion at December 31, 2007.
To satisfy our performance bond obligations with SGX, we pledge CME-owned U.S. Treasury securities in lieu of, or in combination with,
irrevocable letters of credit. At December 31, 2007, the letters of credit totaled $113.0 million. In addition, we had pledged securities
with a fair value of $100.1 million at December 31, 2007.
CME also guarantees a $5.0 million standby letter of credit for GFX. The benefi ciary of the letter of credit is the clearing fi rm that is used
by GFX to execute and maintain its futures positions. The letter of credit will be utilized in the event GFX defaults in meeting performance
bond requirements to its clearing fi rm.
54
CME GROUP 2007 ANNUAL REPORT
OFF-BALANCE SHEET ARRANGEMENTS
As of December 31, 2007, we did not have any signifi cant off-balance sheet arrangements as defi ned by the regulations of the Securities
and Exchange Commission.
LIQUIDITY AND CASH MANAGEMENT
Cash and cash equivalents totaled $845.3 million at December 31, 2007 compared with $969.5 million at December 31, 2006.
The balance retained in cash and cash equivalents was a function of anticipated or possible short-term cash needs, prevailing interest
rates, our investment policy, alternative investment choices and any dividends that we pay.
Current net deferred tax assets of $18.4 million and $7.2 million are included in other current assets at December 31, 2007 and
December 31, 2006, respectively. Current net deferred tax assets result primarily from stock-based compensation and restructuring
liabilities. At December 31, 2006, non-current net deferred tax assets were $30.9 million consisting primarily of depreciation and
amortization, software development costs, stock-based compensation and deferred compensation.
At December 31, 2007, non-current net deferred tax liabilities were $3.8 billion. Net deferred tax liabilities are primarily the result of
purchase accounting for intangible assets in our merger with CBOT Holdings. Non-current net deferred tax liabilities also include an
$11.2 million deferred tax asset for acquired and accumulated net operating losses related to Swapstream. Since Swapstream has not
yet developed a pattern of operating income, our assessment at December 31, 2007 is that we do not believe that we currently meet
the more-likely-than-not threshold that would allow us to realize the value of acquired and accumulated foreign net operating losses in
the future. As a result, the deferred tax benefi t arising from these net operating losses has been fully reserved.
Each clearing fi rm is required to deposit and maintain a specifi ed performance bond balance, which is determined by parameters
established by the risk management department of the clearing house and may fl uctuate over time. Performance bond requirements
can be satisfi ed with a variety of approved investments and cash. Cash performance bonds and security deposits are included in our
consolidated balance sheets. With the exception of the portion of securities deposited that are utilized in our securities lending program,
clearing fi rm deposits, other than those retained in the form of cash, are not included in our consolidated balance sheets. Securities
lending transactions utilize a portion of the securities that clearing fi rms have deposited to satisfy their proprietary performance bond
requirements. Securities lending activity fl uctuates based on the amount of securities that clearing fi rms have deposited and the demand
for securities lending activity in the particular securities available to us. As a result of these factors, the balances in cash performance
bonds and security deposits, as well as the balances in our securities lending program, may fl uctuate signifi cantly over time.
CME GROUP 2007 ANNUAL REPORT
55
Cash performance bonds and security deposits and collateral from securities lending consisted of the following at December 31:
(in millions)
Cash performance bonds
Cash security deposits
Cross-margin arrangements
Performance collateral for delivery
Total Cash Performance Bonds and Security Deposits
Collateral from securities lending activities and payable
under securities lending agreements
Total
2007
2006
$ 799.1
$ 506.0
18.6
—
15.3
833.0
15.1
0.1
—
521.2
2,862.0
$ 3,695.0
2,130.2
$ 2,651.4
We are required under the Commodity Exchange Act to segregate cash and securities deposited by clearing fi rms on behalf of customers.
In addition, our exchange rules require a segregation of all funds and securities deposited by clearing fi rms from exchange operating funds
and marketable securities. As with cash performance bonds and security deposits, these balances will fl uctuate due to the investment
choices available to clearing fi rms and the change in total deposits required. Securities, at fair value, and IEF funds were deposited for the
following purposes at December 31:
(in millions)
Performance bonds
Security deposits
Cross-margin arrangements
Performance collateral for delivery
Total
CASH EARNINGS
2007
2006
$ 57,165.5
$ 47,270.6
1,440.0
486.2
49.9
1,250.5
273.7
—
$ 59,141.6
$ 48,794.8
Cash earnings, a non-GAAP measure, is the primary metric used by us to measure our fi nancial performance. It is the basis for calculating
dividends to shareholders. It is calculated as net income plus depreciation and amortization expense (excluding amortization of landlord-
funded amounts), plus tax-effected stock-based compensation, plus tax-effected amortization of purchased intangibles, less capital
expenditures excluding landlord-funded amounts. For 2008, our annual dividend target will be based on 2007 cash earnings calculated as
if the merger with CBOT Holdings had occurred on January 1, 2007. The cash earnings amount is calculated as follows:
(in millions)
Net income
Depreciation and amortization
Stock-based compensation, net of tax
Amortization of purchased intangibles, net of tax
Capital expenditures
Cash Earnings
CBOT Holdings’ cash earnings (a)
Pro Forma Cash Earnings
2007
$ 658.5
104.4
13.7
20.4
(153.2)
643.8
192.5
$ 836.3
2006
$ 407.3
72.8
10.0
—
(87.3)
402.8
—
$ 402.8
(a) CBOT Holdings’ cash earnings refl ect CBOT Holdings’ consolidated net income for the period January 1 through July 12, 2007, plus depreciation and amortization expense, plus tax-
eff ected stock-based compensation, less capital expenditures. All adjustments to net income were calculated for the period January 1 through July 12, 2007.
The cash earnings calculation, with some modifi cations, is also used as the basis for determining annual incentive payments to employees.
56
CME GROUP 2007 ANNUAL REPORT
Quantitative and Qualitative Disclosures About Market Risk
We are subject to various market risks, including those caused by changes in interest rates and foreign currency exchange rates.
INTEREST RATE RISK Our investment policy is to preserve principal and liquidity while maximizing return through the investment of available
funds. Investments typically include money market mutual funds, municipal securities, and U.S. Treasury and government agency securities
with fi xed or variable rate terms. Under our investment policy, we monitor interest rate risk by completing regular reviews of our marketable
securities portfolio and its sensitivity to changes in the general level of interest rates, commonly referred to as a portfolio’s duration. We
control the duration of the portfolio primarily through the purchase of individual marketable securities having duration consistent with our
overall investment policy. In addition, we will generally hold marketable securities to maturity, which will act as a further mitigating factor
to interest rate risk. Under our investment policy, the aggregate portfolio duration cannot exceed 24 months.
A change in market interest rates would affect interest income as well as the fair value of investments. All of our investments are carried
at fair value. For purposes of this analysis, marketable securities exclude the investments of our non-qualifi ed deferred compensation plan.
Interest income from short-term cash investments, marketable securities, and cash performance bonds and security deposits was
$69.8 million and $53.8 million in 2007 and 2006, respectively. Our marketable securities portfolio experienced a net unrealized gain of
$3.1 million in 2007 and a net unrealized gain of $2.1 million in 2006. There were no material realized gains or losses from sales of
marketable securities in either period.
Expected maturities and interest coupon rates for marketable securities, all of which were fi xed-rate securities, were as follows at
December 31, 2007 (dollars in thousands):
Year
2008
Fair Value
Principal Weighted Average
Interest Rate
Cash Flows
$ 180,410
$ 180,242
3.08%
The 2008 expected maturities include $26.7 million in principal amount of zero coupon marketable securities. Excluding zero coupon
securities, the 2008 weighted average interest rate would be 3.61%.
We maintain a 364-day revolving loan facility of up to $750.0 million with various fi nancial institutions. This loan facility serves as a back-up
facility for our commercial paper program. As of December 31, 2007, we have not utilized this facility. During 2007, commercial paper notes
with an aggregate par value of $1.2 billion and maturities ranging from one to 97 days were issued. We believe the short-term nature of
these borrowings and the availability of funds from operations mitigates our interest rate risk exposure.
FOREIGN EXCHANGE RISK GFX engages primarily in the purchase and sale of our foreign exchange futures contracts on the CME Globex
platform to provide additional liquidity in these products. GFX subsequently enters into offsetting transactions using futures contracts or
spot foreign exchange transactions with approved counterparties in the interbank market to limit its market risk. Any potential impact on
the GFX earnings from a change in foreign exchange rates would not be signifi cant. Net intraday position limits, which are established for
each trader, totaled $12.0 million in aggregate notional value as of December 31, 2007.
At December 31, 2007, GFX held futures positions with a notional value of $131.7 million, offset by a similar amount of spot foreign
exchange positions. The notional value of futures positions at December 31, 2006 totaled $111.8 million. All positions are marked to
market on a daily basis using our foreign exchange settlement prices, with resulting gain or loss refl ected in other revenues. Net trading
gains were $9.2 million and $7.0 million for the years ended December 31, 2007 and 2006, respectively.
The third-party contract relating to our e-CBOT electronic trading platform obligates us to make payments denominated in pounds sterling.
As a result, we are exposed to movements in foreign currency exchange rates.
CME GROUP 2007 ANNUAL REPORT
57
We engage in foreign currency hedging activities in order to reduce our risk from movements in foreign currency exchange rates where
practicable to do so. However, where we are not able to enter into foreign currency hedging transactions on terms satisfactory to us, we
retain risk associated with movements in foreign currency exchange rates. The primary purpose of our foreign currency hedging activities is
to manage the volatility associated with foreign currency purchases of materials and services and liabilities created in the normal course of
our business. We do not rely on economic hedges to manage risk.
We currently utilize foreign currency forward contracts that we have identifi ed as fair value hedges. These are intended to offset the effect
of exchange rate fl uctuations on fi rm commitments for purchases of fi xed annual and quarterly services denominated in pounds sterling.
Forward contracts designated as hedges had a notional amount of approximating $13.3 million (£6.7 million) at December 31, 2007.
Certain forward contracts previously designated as hedges have been undesignated as a result of negotiations with vendors which reduced
the fi rm commitments previously hedged. Forward contracts which were undesignated had a notional value of approximately $6.0 million
(£3.0 million) at December 31, 2007. The fair value of hedging contracts and non-hedging contracts was $1.8 million and $0.8 million,
respectively, at December 31, 2007. Losses related to contracts that no longer qualify for hedge accounting totaled $0.1 million in 2007.
58
CME GROUP 2007 ANNUAL REPORT
Management’s Annual Report on Internal Control Over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over fi nancial reporting. Our internal control
system has been designed to provide reasonable assurance to management and the Board of Directors regarding the preparation and
fair presentation of published fi nancial statements.
Management assessed the effectiveness of our internal control over fi nancial reporting as of December 31, 2007. The scope of this
assessment included the combined operations of CME Group which includes the operations of the former CBOT Holdings. Management
based this assessment on criteria for effective internal control over fi nancial reporting described in Internal Control-Integrated
Framework Issued by the Committee of Sponsoring Organizations of the Treadway Commission. Management’s assessment included
evaluating the design of our internal control over fi nancial reporting and testing the operational effectiveness of our internal control over
fi nancial reporting. The results of its assessment were reviewed with the Audit Committee of the Board of Directors.
Based on this assessment, management believes that, as of December 31, 2007, our internal control over fi nancial reporting is effective.
The effectiveness of our internal control over fi nancial reporting as of December 31, 2007 has been audited by Ernst & Young LLP,
an independent registered public accounting fi rm, as stated in the following report.
CME GROUP 2007 ANNUAL REPORT
59
Reports of the Independent Registered Public Accounting Firm
TO THE BOARD OF DIRECTORS AND SHAREHOLDERS OF CME GROUP INC.
We have audited CME Group Inc.’s internal control over fi nancial reporting as of December 31, 2007, based on criteria established in
Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO
criteria). CME Group Inc.’s management is responsible for maintaining effective internal control over fi nancial reporting, and for its
assessment of the effectiveness of internal control over fi nancial reporting included in the accompanying Management’s Annual Report
on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the company’s internal control over fi nancial
reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over
fi nancial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over
fi nancial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness
of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances.
We believe that our audit provides a reasonable basis for our opinion.
A company’s internal control over fi nancial reporting is a process designed to provide reasonable assurance regarding the reliability of
fi nancial reporting and the preparation of fi nancial statements for external purposes in accordance with generally accepted accounting
principles. A company’s internal control over fi nancial reporting includes those policies and procedures that (1) pertain to the
maintenance of records that, in reasonable detail, accurately and fairly refl ect the transactions and dispositions of the assets of the
company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of fi nancial statements
in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in
accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention
or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the
fi nancial statements.
Because of its inherent limitations, internal control over fi nancial reporting may not prevent or detect misstatements. Also, projections
of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes
in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, CME Group Inc. maintained, in all material respects, effective internal control over fi nancial reporting as of December 31,
2007, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the
consolidated balance sheets as of December 31, 2007 and 2006, and the related consolidated statements of income, shareholders’
equity, and cash fl ows for each of the three years in the period ended December 31, 2007 of CME Group Inc. and our report dated
February 26, 2008 expressed an unqualifi ed opinion thereon.
Chicago, Illinois
February 26, 2008
60
CME GROUP 2007 ANNUAL REPORT
TO THE BOARD OF DIRECTORS AND SHAREHOLDERS OF CME GROUP INC.
We have audited the accompanying consolidated balance sheets of CME Group Inc. and subsidiaries (the Company) as of December 31,
2007 and 2006, and the related consolidated statements of income, shareholders’ equity, and cash fl ows for each of the three years in
the period ended December 31, 2007. Our audit also included the fi nancial statement schedule listed in the Index at Item 15(a). These
fi nancial statements and schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on
these fi nancial statements and schedule based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain reasonable assurance about whether the fi nancial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the fi nancial
statements. An audit also includes assessing the accounting principles used and signifi cant estimates made by management, as well
as evaluating the overall fi nancial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the fi nancial statements referred to above present fairly, in all material respects, the consolidated fi nancial position of
CME Group Inc. and subsidiaries at December 31, 2007 and 2006, and the consolidated results of their operations and their cash fl ows
for each of the three years in the period ended December 31, 2007, in conformity with U.S. generally accepted accounting principles.
Also, in our opinion, the related fi nancial statement schedule, when considered in relation to the basic fi nancial statements taken as
a whole, presents fairly in all material respects the information set forth therein.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), CME Group
Inc.’s internal control over fi nancial reporting as of December 31, 2007, based on criteria established in Internal Control-Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 26, 2008
expressed an unqualifi ed opinion thereon.
Chicago, Illinois
February 26, 2008
CME GROUP 2007 ANNUAL REPORT
61
CME Group Inc. and Subsidiaries
Consolidated Balance Sheets
(in thousands, except per share data)
Assets
Current Assets:
Cash and cash equivalents
Collateral from securities lending
Marketable securities available for sale, including
pledged securities of $100,061 and $100,729
Accounts receivable, net of allowance of $1,392 and $552
Other current assets
Cash performance bonds and security deposits
Total current assets
Property, net of accumulated depreciation and amortization
Intangible assets – trading products
Intangible assets – other, net of accumulated amortization
Goodwill
Other assets
Total Assets
Liabilities and Shareholders’ Equity
Current Liabilities:
Accounts payable
Payable under securities lending agreements
Short-term debt
Other current liabilities
Cash performance bonds and security deposits
Total current liabilities
Deferred tax liabilities
Other liabilities
Total Liabilities
Shareholders’ Equity:
Preferred stock, $0.01 par value, 9,860 shares authorized,
none issued or outstanding
Series A junior participating preferred stock, $0.01 par value,
140 shares authorized, none issued or outstanding
Class A common stock, $0.01 par value, 1,000,000 shares
authorized, 53,278 and 34,836 shares issued and
outstanding as of December 31, 2007 and 2006, respectively
Class B common stock, $0.01 par value, 3 shares
authorized, issued and outstanding
Additional paid-in capital
Retained earnings
Accumulated other comprehensive loss
Total Shareholders’ Equity
Total Liabilities and Shareholders’ Equity
See accompanying notes to consolidated financial statements.
62
CME GROUP 2007 ANNUAL REPORT
AT D ECEMBER 31
2007
2006
$
845,312
2,862,026
$ 969,504
2,130,156
203,308
187,487
55,900
833,022
4,987,055
377,452
7,987,000
1,796,789
5,049,211
108,690
269,516
121,128
37,566
521,180
4,049,050
168,755
—
12,776
11,496
64,428
$ 20,306,197
$ 4,306,505
$
58,965
2,862,026
$
25,552
2,130,156
164,435
157,615
833,022
4,076,063
3,848,240
76,257
8,000,560
—
—
533
—
—
78,466
521,180
2,755,354
—
32,059
2,787,413
—
—
348
—
10,688,766
1,619,440
(3,102)
12,305,637
$ 20,306,197
405,514
1,116,209
(2,979)
1,519,092
$ 4,306,505
CME Group Inc. and Subsidiaries
Consolidated Statements of Income
(in thousands, except per share data)
Revenues
Clearing and transaction fees
Quotation data fees
Processing services
Access and communication fees
Other
Total Revenues
Expenses
Compensation and benefits
Communications
Technology support services
Professional fees and outside services
Amortization of purchased intangibles
Depreciation and amortization
Occupancy and building operations
Licensing and other fee agreements
Restructuring
Other
Total Expenses
Operating Income
Non-Operating Income and Expense
Investment income
Securities lending interest income
Securities lending interest expense
Interest expense
Guarantee of exercise right privileges
Equity in losses of unconsolidated subsidiaries
Total Non-Operating
Income Before Income Taxes
Income tax provision
Net Income
Earnings per Common Share:
Basic
Diluted
Weighted Average Number of Common Shares:
Basic
Diluted
See accompanying notes to consolidated financial statements.
2007
2006
2005
YE AR EN D ED D ECEMBER 31
$ 1,427,320
$ 866,089
$ 696,201
145,054
106,404
35,804
41,519
80,836
90,148
28,742
24,132
1,756,101
1,089,947
71,741
68,730
27,830
25,264
889,766
263,347
43,471
50,480
53,142
33,878
105,653
48,202
35,651
8,892
62,892
705,608
202,966
179,594
31,580
31,226
33,184
1,267
72,783
29,614
25,728
—
40,521
468,869
31,098
26,837
26,118
732
64,917
28,529
17,982
—
36,013
411,820
1,050,493
621,078
477,946
73,059
121,494
(114,453)
(3,629)
(17,167)
(13,995)
45,309
1,095,802
437,269
55,792
94,028
(92,103)
(223)
—
(6,915)
50,579
671,657
264,309
31,441
58,725
(56,778)
(319)
—
(2,636)
30,433
508,379
201,522
$ 658,533
$ 407,348
$ 306,857
$
15.05
14.93
$
11.74
11.60
43,754
44,107
34,696
35,124
$
8.94
8.81
34,315
34,839
CME GROUP 2007 ANNUAL REPORT
63
CME Group Inc. and Subsidiaries
Consolidated Statements of Shareholders’ Equity
Class A
Common
Stock
(Shares)
34,099
418
25
2
1
279
7
3
2
34,836
34,836
19,816
(1,695)
309
6
4
2
(in thousands, except per share data)
Balance at December 31, 2004
Comprehensive income:
Net income
Change in net unrealized loss on
securities, net of tax of $833
Total comprehensive income
Cash dividends on common stock
of $1.84 per share
Exercise of stock options
Excess tax benefits from option
exercises and restricted stock vesting
Vesting of issued restricted Class A
common stock
Shares issued to Board of Directors
Shares issued under the Employee
Stock Purchase Plan
Stock-based compensation
Balance at December 31, 2005
Comprehensive income:
Net income
Change in net unrealized loss on
securities, net of tax of $842
Change in foreign currency translation
adjustment, net of tax of $284
Total comprehensive income
Adjustment to initially adopt
SFAS No. 158, net of tax of $1,174
Sale of membership shares by
OneChicago, LLC, net of tax of $1,717
Cash dividends on common stock
of $2.52 per share
Exercise of stock options
Excess tax benefits from option
exercises and restricted stock vesting
Vesting of issued restricted Class A
common stock
Shares issued to Board of Directors
Shares issued under the Employee
Stock Purchase Plan
Stock-based compensation
Balance at December 31, 2006
Cumulative effect of adopting FIN No. 48
Balance at January 1, 2007
Comprehensive income:
Net income
Change in net unrealized loss on
securities, net of tax of $1,232
Change in net actuarial loss on defined
benefit plans, net of tax of $1,570
Change in foreign currency translation
adjustment, net of tax of $259
Total comprehensive income
Cash dividends on common stock
of $3.44 per share
Common stock and stock options issued
to complete merger, including
stock issuance costs
Repurchase of Class A common stock
Exercise of stock options
Excess tax benefits from option
exercises and restricted stock vesting
Vesting of issued restricted Class A
common stock
Shares issued to Board of Directors
Shares issued under the Employee
Stock Purchase Plan
Stock-based compensation
Balance at December 31, 2007
See accompanying notes to consolidated financial statements.
64
CME GROUP 2007 ANNUAL REPORT
Class B
Common
Stock
Common
Stock and
Additional
(Shares) Paid-In Capital
261,391
$
3
Retained
Earnings
$ 552,801
306,857
(63,260)
Accumulated
Other
Comprehensive
Income (Loss)
$ (1,595)
Total
Shareholders’
Equity
812,597
$
(1,312)
306,857
(1,312)
305,545
(63,260)
6,956
43,361
476
373
12,636
$ 1,118,684
407,348
2,603
(87,537)
15,422
43,882
1,393
1,010
16,359
$ 1,519,092
(3,720)
1,515,372
6,956
43,361
476
373
12,636
325,193
2,603
15,422
43,882
1,393
34,545
3
$
$ 796,398
$ (2,907)
407,348
1,276
1,276
431
431
409,055
(1,779)
(1,779)
(87,537)
1,010
16,359
$ 405,862
405,862
3
3
$ 1,116,209
(3,720)
1,112,489
$ (2,979)
(2,979)
658,533
658,533
1,854
1,854
(2,363)
(2,363)
386
386
658,410
(151,582)
(151,582)
11,126,141
(950,642)
39,113
42,541
2,143
1,295
22,846
$ 10,689,299
11,126,141
(950,642)
39,113
42,541
2,143
1,295
22,846
$ 12,305,637
$ 1,619,440
$ (3,102)
53,278
3
CME Group Inc. and Subsidiaries
Consolidated Statements of Cash Flows
(in thousands)
Cash Flows from Operating Activities:
Net income
Adjustments to reconcile net income
to net cash provided by operating activities:
Stock-based compensation
Amortization of shares issued to Board of Directors
Amortization of purchased intangibles
Depreciation and amortization
Loss on disposal of fixed assets
Non-cash restructuring
Allowance for doubtful accounts
Net amortization (accretion) of premiums
and discounts on marketable securities
Amortization of debt issue costs and
discount on commercial paper issued
Guarantee of exercise right privileges
Equity in losses of unconsolidated subsidiaries
Deferred income taxes
Change in assets and liabilities, net of
effects from merger with CBOT Holdings:
Accounts receivable
Other current assets
Other assets
Accounts payable
Other current liabilities
Other liabilities
Net Cash Provided by Operating Activities
Cash Flows from Investing Activities:
Proceeds from maturities of marketable securities
Purchases of marketable securities
Purchases of property, net
Purchase of CBOE exercise right privileges
Cash acquired in merger with CBOT Holdings
Acquisition of Swapstream, net of cash received
Merger-related transaction costs
Capital contributions to FXMarketSpace Limited
Contingent consideration for Liquidity Direct
Technology, LLC assets
Capital contributions to OneChicago, LLC
Net Cash Used in Investing Activities
Cash Flows from Financing Activities:
Proceeds from short-term debt,
net of debt issuance costs
Repayment of short-term debt
Cash dividends
Stock issuance costs in merger with CBOT Holdings
Payments for repurchase of common stock, including costs
Proceeds from exercise of stock options
Excess tax benefits related to employee option
exercises and restricted stock vesting
Proceeds from Employee Stock Purchase Plan
Net Cash Used in Financing Activities
Net change in cash and cash equivalents
Cash and cash equivalents, beginning of period
Cash and Cash Equivalents, End of Period
Supplemental Disclosure of Cash Flow Information:
Income taxes paid
Interest paid (excluding securities lending program)
Non-cash financing activities:
Fair value of stock options and stock issued
in connection with merger
Non-cash investing activities:
Net unrealized securities gains (losses)
Change in foreign currency translation adjustment
Sale of membership shares by OneChicago, LLC
Merger-related transaction costs
See accompanying notes to consolidated financial statements.
2007
2006
2005
YE AR EN D ED D ECEMBER 31
$
658,533
$ 407,348
$ 306,857
22,846
1,733
33,878
105,653
—
6,472
375
(1,152)
1,431
17,167
13,995
(50,583)
(49,926)
8,021
(1,256)
4,594
31,233
11,360
814,374
203,801
(129,125)
(163,644)
(39,750)
116,010
—
(43,898)
(18,973)
(3,059)
—
(78,638)
1,160,836
(997,983)
(151,582)
(15,991)
(949,340)
39,113
53,724
1,295
(859,928)
(124,192)
969,504
845,312
413,697
2,017
$
$
11,144,835
3,087
641
—
977
16,359
998
1,267
72,783
—
—
(276)
275
—
—
6,915
(24,847)
(35,878)
6,001
(10,275)
1,621
18,129
11,276
471,696
73,668
(29,681)
(87,810)
—
—
(17,651)
(6,715)
(13,876)
(2,580)
(1,215)
(85,860)
—
—
(87,537)
—
—
15,422
43,882
1,010
(27,223)
358,613
610,891
$ 969,504
$ 235,886
—
—
2,118
715
4,320
5,924
12,636
318
732
64,917
676
—
(261)
2,254
—
—
2,636
(3,245)
(11,634)
(13,727)
(5,239)
508
(9,368)
172
348,232
75,231
(70,063)
(85,627)
—
—
—
—
—
(1,030)
(844)
(82,333)
—
—
(63,260)
—
—
6,956
43,361
373
(12,570)
253,329
357,562
$ 610,891
$ 169,375
717
—
(2,145)
—
—
—
CME GROUP 2007 ANNUAL REPORT
65
CME Group Inc. and Subsidiaries
Notes to Consolidated Financial Statements
. Summary of Significant Accounting Policies
DESCRIPTION OF BUSINESS Effective July 12, 2007, Chicago Mercantile Exchange Holdings Inc. (CME Holdings) merged with CBOT
Holdings, Inc. (CBOT Holdings). In connection with the merger, the combined company was renamed CME Group Inc. (CME Group).
CME Group and its subsidiaries are referred to collectively as “the company” in the notes to the consolidated fi nancial statements.
Chicago Mercantile Exchange Inc. (CME) and the Board of Trade of the City of Chicago, Inc. (CBOT), wholly-owned subsidiaries of
CME Group, are designated contract markets for the trading of futures and options on futures contracts. CME Group offers a wide range
of products including those based on interest rates, equities, foreign exchange, commodities and alternative investments. Trades are
executed through CME Group’s electronic trading platforms, open outcry and privately negotiated transactions. Through its in-house
Clearing Division, CME Group clears, settles, nets and guarantees performance of all matched transactions in its products and products
for which it provides third-party clearing services. CME, CBOT and their subsidiaries are referred to collectively as “the exchange” in the
notes to the consolidated fi nancial statements.
PRINCIPLES OF CONSOLIDATION The fi nancial statements and accompanying notes presented in this report include the consolidated
fi nancial results of the former CME Holdings and its subsidiaries for the years ended December 31, 2005 and 2006, and for the period
January 1, 2007 through July 12, 2007. The fi nancial results of the former CME Holdings and CBOT Holdings are included in the consolidated
fi nancial results of CME Group beginning on July 13, 2007. All intercompany transactions have been eliminated in consolidation.
The assets of CME Group consist primarily of cash, marketable securities, investments in its subsidiaries, and exercise right privileges
with the Chicago Board Options Exchange, Inc. (CBOE). CME Group’s liabilities consist primarily of commercial paper liabilities and a
liability associated with the guaranteed value of outstanding exercise right privileges to eligible holders.
RECLASSIFICATIONS Certain reclassifi cations have been made to the prior years’ fi nancial statements to conform to the presentation in 2007.
USE OF ESTIMATES The preparation of fi nancial statements in conformity with accounting principles generally accepted in the United
States requires management to make estimates and assumptions that affect the amounts of assets and liabilities as of the date of the
fi nancial statements, as well as the amounts of revenues and expenses reported during the period, and to disclose contingent assets and
liabilities as of the date of the fi nancial statements. Actual results could differ from those estimates.
CASH AND CASH EQUIVALENTS Cash equivalents consist of money market mutual funds and highly liquid investments with maturities
of three months or less at the time of purchase.
MARKETABLE SECURITIES Certain marketable securities have been classifi ed as available for sale and are carried at fair value based
on quoted market prices, with net unrealized gains and losses reported net of tax in accumulated other comprehensive income (loss).
Interest on marketable securities is recognized as income when earned and includes accreted discount less amortized premium.
Realized gains and losses are calculated using specifi c identifi cation. Additional securities held in connection with non-qualifi ed
deferred compensation plans have been classifi ed as trading securities. These securities are included in marketable securities in the
accompanying consolidated balance sheets at fair value, and net realized and unrealized gains and losses as well as dividend income
are refl ected in investment income.
FAIR VALUE OF FINANCIAL INSTRUMENTS Statement of Financial Accounting Standards (SFAS) No. 107, “Disclosures about Fair Value of
Financial Instruments,” requires disclosure of the fair value of fi nancial instruments. The carrying values of fi nancial instruments included
in assets and liabilities in the accompanying consolidated balance sheets are reasonable estimates of their fair values.
ACCOUNTS RECEIVABLE In the ordinary course of business, a signifi cant portion of accounts receivable and revenues are from clearing
fi rms that are also required to be shareholders of the company. Exposure to losses on receivables for clearing and transaction fees and
other amounts owed by clearing fi rms is dependent on each clearing fi rm’s fi nancial condition as well as the Class A and Class B shares
that collateralize fees owed to the exchange. The exchange retains the right to liquidate shares to satisfy a clearing fi rm’s receivable.
66
CME GROUP 2007 ANNUAL REPORT
PERFORMANCE BONDS AND SECURITY DEPOSITS Performance bonds and security deposits held by the exchange for clearing fi rms
may be in the form of cash, securities or deposits in one of the Interest Earning Facilities (IEFs). Cash performance bonds and security
deposits are refl ected in the consolidated balance sheets. Cash received may be invested by CME. These investments are primarily
overnight transactions in U.S. Government securities acquired through and held by a broker-dealer subsidiary of a bank or through
CME’s IEF program. Any interest earned on these investments accrues to CME and is included in investment income in the consolidated
statements of income.
Securities deposited by clearing fi rms consist primarily of short-term U.S. Treasury and U.S. Government agency securities and are not
refl ected in the accompanying consolidated balance sheets. These securities are held in safekeeping, although a portion of the clearing
fi rms’ proprietary performance bond deposits may be utilized in securities lending transactions. Interest and gain or loss on securities
deposited to satisfy performance bond and security deposit requirements accrues to the clearing fi rm.
PROPERTY Property and equipment, excluding land, are reported at historical cost, net of accumulated depreciation and amortization.
Land is reported at cost. As a result of its recent merger with CBOT Holdings, the company acquired three buildings with over 1.5 million
square feet of commercial space. Building and improvements are recorded at cost less accumulated depreciation and amortization since
acquisition. Computer software and systems include purchased software and systems, external costs specifi cally identifi able to the
implementation of new systems and certain payroll and payroll-related costs for employees who are directly associated with and devote
time to developing computer software for internal use.
Depreciation and amortization expense results from the depreciation of property purchased, as well as the amortization of purchased and
internally developed software. Depreciation and amortization are computed using the straight-line method over the estimated useful lives
of the assets, as follows:
Land improvements
Buildings
Building improvements and equipment
Furniture and fixtures
Computer hardware and software
20 years
40 years
3 to 7 years
7 years
2 to 4 years
Leasehold improvements are amortized over the lesser of their estimated useful lives or the remaining term of the applicable leases.
Leasehold improvements funded by landlord allowances are capitalized in the consolidated balance sheets. Maintenance and repair items
as well as certain minor purchases are charged to expense as incurred.
All leases in which the company is the tenant are accounted for as operating leases under SFAS No. 13 “Accounting for Leases.”
Landlord allowances are recorded as a reduction to rent expense on a straight-line basis over the term of the lease.
SOFTWARE The company capitalizes certain costs of developing internal use software in accordance with the American Institute of
Certifi ed Public Accountants Statement of Position (SOP) 98-1, “Accounting for the Costs of Computer Software Developed or Obtained
for Internal Use.” Capitalized costs generally are amortized over three years, commencing when the software is placed in service.
Purchased software is amortized over four years. Multi-year software licenses are amortized over the life of the contract, which can range
from three to seven years.
IMPAIRMENT OF LONG-LIVED AND INTANGIBLE ASSETS The company reviews its long-lived assets and amortizable intangible assets
for impairment whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable based on an
examination of undiscounted cash fl ows. If such assets are considered to be impaired, the impairment to be recognized is measured
as the amount by which the carrying amount of the assets exceeds the fair value of the assets. Goodwill and indefi nite-lived intangible
assets are reviewed for impairment on an annual basis and whenever events or circumstances indicate that their carrying values may not
be recoverable. Impairment is recorded if the carrying amount exceeds fair value.
CME GROUP 2007 ANNUAL REPORT
67
ACQUISITIONS The company accounts for acquisitions using the purchase method as required by SFAS No. 141, “Business
Combinations.” Under SFAS No. 141, the acquiring company allocates the purchase price to the assets acquired and liabilities assumed
based on their estimated fair values at the date of the acquisition, including identifi able intangible assets. The purchase price in excess
of the fair value of the net assets and liabilities is recorded as goodwill. Among other sources, the company uses independent valuation
services to assist in determining the estimated fair values of the assets and liabilities.
EMPLOYEE BENEFIT PLANS SFAS No. 158, “Employers’ Accounting for Defi ned Benefi t Pension and Other Postretirement Plans” requires
that the funded status of a defi ned benefi t postretirement plan be recognized in the consolidated balance sheets and changes in that
funded status be recognized in the year of change in other comprehensive income. SFAS No. 158 also requires that plan assets and
obligations be measured at year end. CME recognized the funded status of its pension plan as an asset in its consolidated balance
sheets and recorded a one-time adjustment to accumulated other comprehensive income at December 31, 2006. The exchange
recognizes future changes in actuarial gains and losses and prior service costs in the year in which the changes occur through other
comprehensive income (loss).
FOREIGN CURRENCY TRANSLATION Revenues and expenses of foreign subsidiaries are translated from their functional currencies into
U.S. dollars using weighted-average exchange rates while their assets and liabilities are translated into U.S. dollars using period-end
exchange rates. Gains or losses resulting from foreign currency translations are charged or credited to other comprehensive income (loss).
REVENUE RECOGNITION The company’s revenue recognition policies comply with Staff Accounting Bulletin No. 101 on revenue
recognition. On occasion, customers will pay for services in a lump sum payment. When these circumstances occur, revenue is
recognized as services are provided. Revenue recognition policies for specifi c sources of revenue are discussed below.
Clearing and Transaction Fees Clearing and transaction fees include per contract charges for trade execution, clearing, trading on
the electronic trading platforms and other fees. Fees are charged at various rates based on the product traded, the method of trade
and the exchange trading privileges of the customer making the trade. Clearing and transaction fees are recognized as revenue
when a buy and sell order are matched and the trade is cleared. Therefore, unfi lled or cancelled buy and sell orders have no impact
on revenue. On occasion, the customer’s exchange trading privileges may not be properly entered by the clearing fi rm and incorrect
fees are charged for the transactions. When this information is corrected within the time period allowed by the exchange, a fee
adjustment is provided to the clearing fi rm. A reserve is established for estimated fee adjustments to refl ect corrections to customer
exchange trading privileges. The reserve is based on the historical pattern of adjustments processed as well as specifi c adjustment
requests. The company believes the allowances are adequate to cover estimated adjustments.
Quotation Data Fees Quotation data fees represent revenue earned for the dissemination of market information. Revenues are
accrued each month based on the number of devices reported by vendors. The exchange conducts periodic audits of the number
of devices reported and assesses additional fees as necessary. An allowance is established to cover uncollectible receivables from
market data vendors.
Processing Services Processing services includes primarily revenues from clearing and settlement services provided to the CBOT
through the closing of the merger on July 12, 2007 and electronic trading on CME Globex for the New York Mercantile Exchange
(NYMEX). Although trading under the prior agreement with NYMEX ended in November 2005, trading under a new 10-year
agreement began in June 2006.
Access and Communication Fees Access fees are the connectivity charges to customers of the company’s electronic trading
platform that are also used by market data vendors and customers. They include line charges, access fees for electronic trading
platforms and hardware rental charges. The fees vary depending on the type of connection provided. An additional installation fee
may be charged depending on the type of service requested and a disconnection fee may also be charged if certain conditions
are met. Revenue is recognized monthly as the service is provided. An allowance is established to cover uncollectible receivables
relating to access fees.
68
CME GROUP 2007 ANNUAL REPORT
Communication fees consist of equipment rental and usage charges to customers and fi rms that utilize the various
telecommunications networks and services in the Chicago facilities. Revenue is billed and recognized on a monthly basis.
Building Revenue Revenues from the rental of commercial space are recognized over the lease term, using the straight-line method
as required under SFAS No. 13 “Accounting for Leases.” Under this method, revenue is recorded evenly over the entire term of
occupancy for leases with scheduled rent increases or rent abatements. Also included in revenue are ancillary charges for parking,
utilities, and miscellaneous services provided to tenants. Allowances for construction and other tenant costs are considered lease
incentives and are recorded as a reduction to rental income on a straight-line basis over the term of the lease.
Concentration of Revenue At December 31, 2007, there were approximately 120 clearing fi rms. In 2007, one fi rm represented
approximately 11% of clearing and transaction fees revenue. No one fi rm represented more than 10% of our clearing and transaction
fees revenue in 2006 or 2005. Should a clearing fi rm withdraw from either exchange, management believes the customer portion
of that fi rm’s trading activity would likely transfer to another clearing fi rm. Therefore, management does not believe the company is
exposed to signifi cant risk from the loss of revenue received from a particular clearing fi rm.
The two largest resellers of market data represented approximately 67% of quotation data fees revenue in 2007, 55% in 2006, and
53% in 2005. Should one of these vendors no longer subscribe to the company’s market data, management believes the majority of
that fi rm’s customers would likely subscribe to the market data through another reseller. Therefore, management does not believe
the company is exposed to signifi cant risk from a loss of revenue received from any particular market data reseller.
STOCK-BASED PAYMENTS The company accounts for stock-based payments under the fair value recognition provisions of SFAS No. 123(R),
“Share-Based Payment.” All periods presented refl ect stock-based compensation expense in accordance with the provisions of the
effective guidance applied to all options granted or vested during the periods presented. The company recognizes expense relating to
stock-based compensation on an accelerated basis. As a result, the expense associated with each vesting date within a stock grant
is recognized over the period of time that each portion of that grant vests. Effective January 1, 2006, SFAS No. 123(R) required the
company to estimate expected forfeitures of stock grants instead of the previous practice of accounting for forfeitures as they occur.
MARKETING COSTS Marketing costs are incurred for the production and communication of advertising as well as other marketing
activities. These costs are expensed when incurred, except for costs related to the production of broadcast advertising, which are
expensed when the fi rst broadcast occurs.
INCOME TAXES Deferred income taxes are determined in accordance with SFAS No. 109, “Accounting for Income Taxes,” and arise
from temporary differences between the tax basis and book basis of assets and liabilities. A valuation allowance is recognized if it is
anticipated that some or all of a deferred tax asset may not be realized. In June 2006, the Financial Accounting Standards Board (FASB)
issued Financial Interpretation (FIN) No. 48, “Accounting for Uncertainty in Income Taxes – an Interpretation of FASB Statement No. 109,”
which clarifi es the accounting for uncertainty in income taxes recognized in a company’s fi nancial statements and prescribes that a
company should use a more-likely-than-not recognition threshold based on the technical merits of the tax position taken or expected
to be taken. The interpretation provides guidance on recognition, classifi cation, interest and penalties, accounting in interim periods,
disclosure and transition. As of January 1, 2007, the company adopted FIN No. 48 and recorded an increase to current liabilities and
a corresponding decrease to retained earnings as a result of a reassessment of its tax positions. The company classifi es interest and
penalties related to uncertain tax positions in income tax expense.
SEGMENT REPORTING Based on materiality, GFX Corporation (GFX), a subsidiary of CME, Swapstream and the company’s real estate
operations are not reportable segments and, as a result, there is no disclosure of segment information.
CME GROUP 2007 ANNUAL REPORT
69
. Merger with CBOT Holdings
Effective July 12, 2007, pursuant to the merger agreement dated October 17, 2006, as amended, CME Holdings completed its merger
with CBOT Holdings. The company entered into this merger primarily as a means to diversify and expand its existing product base, further
leverage its existing operating model, and better position itself to compete against other U.S. and foreign exchanges as well as the over-
the-counter market. These factors are the primary drivers behind the excess of purchase price over the value of the assets acquired and
liabilities assumed.
Under purchase accounting, CME Holdings is considered the acquirer of CBOT Holdings. The preliminary purchase price consists of the
following (in thousands, except per share data):
Acquisition of outstanding common stock in exchange for
CME Holdings’ common stock (52,843 CBOT Holdings
shares x 0.375 exchange ratio x $560.24 per CME share)
Acquisition of CBOT Holdings’ common stock prior to merger
Fair value of CBOT Holdings’ stock options assumed
Merger-related transaction costs
Total Preliminary Purchase Price
$ 11,101,928
19
42,907
50,237
$ 11,195,091
Acquisition of common stock Pursuant to the merger agreement, CBOT Holdings’ shareholders received 0.375 shares of Class A common
stock of CME Group for each share of Class A common stock of CBOT Holdings issued and outstanding immediately prior to the effective
time of the merger. This resulted in the issuance of 19.8 million shares of CME Group Class A common stock. The share price of $560.24
used to calculate the fair value of stock issued was based on the average closing price of CME Holdings Class A common stock for
the fi ve-day period beginning two trading days before and ending two trading days after July 6, 2007 (the merger agreement’s last
amendment date).
In addition, the company acquired 100 shares of CBOT Holdings Class A common stock in early 2007 for cash of $19,000.
Fair value of stock options assumed At the close of the merger, CBOT Holdings had 291,800 stock options outstanding. Each stock
option was converted using the 0.375 exchange ratio designated by the merger agreement. The preliminary fair value of stock options
assumed was determined using a share price of $587.80, the closing price of the CME Holdings’ Class A common stock on July 12,
2007. The preliminary fair values of stock options were calculated using a Black-Scholes valuation model with the following assumptions:
expected lives of 0.1 to 4.7 years; risk-free interest rate of 5.0%; expected volatility of 29%; and a dividend yield of 0.6%. The portion of
estimated fair value of unvested stock options related to future service has been allocated to deferred stock-based compensation and is
being amortized over the remaining vesting period.
Merger-related transaction costs These include costs incurred by CME Holdings for investment banking fees, legal and accounting fees,
and other external costs directly related to the merger.
70
CME GROUP 2007 ANNUAL REPORT
Preliminary purchase price allocation In accordance with SFAS No. 141, “Business Combinations,” the preliminary purchase was allocated
to CBOT Holdings’ net tangible and identifi able intangible assets based on their estimated fair values as of July 12, 2007 as set forth below.
(in thousands)
Cash and cash equivalents
Other current assets
Property and equipment
Intangible assets
Other non-current assets
Accounts payable and other current liabilities
Long-term deferred tax liabilities, net
Other non-current liabilities
Restructuring liabilities
Deferred stock-based compensation
Net tangible and intangible assets
Goodwill
Total Preliminary Purchase Price
$
116,010
37,054
154,138
9,802,076
41,363
(50,093)
(3,924,126)
(11,422)
(21,112)
2,704
6,146,592
5,048,499
$ 11,195,091
The excess of the purchase price over the net tangible and identifi able intangible assets was recorded as goodwill. Intangible assets
and goodwill are not deductible for tax purposes except for an immaterial portion of goodwill attributable to tax-deductible merger-related
transaction costs. The allocation of the purchase price was based on certain preliminary valuations and the estimates and assumptions
are subject to change. The company expects to fi nalize its purchase price allocation within the next six months.
Intangible assets In performing the preliminary purchase price allocation, the company considered many factors including its intentions for
the future use of acquired assets, analyses of historical fi nancial performance and estimates of future performance. The preliminary fair
value of the trade name was estimated using the relief from royalty method. The preliminary fair values for components of lease-related
intangibles were derived from income capitalization and sale comparison approaches. The preliminary fair values for all other intangible
assets were estimated using a multi-period excess earnings method. The following table sets forth the intangible assets identifi ed in the
merger at their preliminary fair values as of July 12, 2007:
(in thousands)
Trading products (a)
Clearing firm relationships (b)
Market data customer relationships (b)
Trade name
Dow Jones licensing agreement
Real estate lease relationships
Market rate and above market leases
Products in development (c)
Open interest
Total Intangible Assets
Fair Value
$ 7,987,000
1,154,000
325,000
215,000
74,000
23,411
18,765
2,600
2,300
$ 9,802,076
Estimated
Useful Life
Indefinite
30 years
30 years
Indefinite
11 years
14 years
5 years
Indefinite
0.5 year
(a) Trading products include agricultural, fi nancial and other trading product lines. Th e majority of these products have traded at CBOT for decades (and in some cases for more than
120 years) and authorizations by the U.S. Commodity Futures Trading Commission to trade these products are perpetual.
(b) Clearing fi rm and market data customer relationships represent the underlying relationships with CBOT’s current clearing fi rm and market data customer base. Due to their
historically insignifi cant attrition rates, the amortization of clearing fi rm and market data customer relationships has been calculated on a straight-line basis. Th is method best
refl ects the estimated pattern in which the economic benefi ts from these relationships will be realized.
(c) Products in development include products that have reached technological feasibility.
CME GROUP 2007 ANNUAL REPORT
71
Pre-merger contingencies The company has not identifi ed any material unrecorded pre-merger contingencies that were both probable and
reasonably estimable. If prior to the end of the one-year purchase price allocation period, information becomes available which indicates
that it is probable that such events had occurred and the amounts can be reasonably estimated, adjustments will be made to the purchase
price allocation.
Pro forma results The following unaudited condensed pro forma consolidated income statements assume that the merger was completed
as of January 1, 2006.
(in thousands, except per share data)
Total Revenues
Total Expenses
Total Non-Operating Income (Expense)
Net Income
Earnings per Common Share – Basic
Earnings per Common Share – Diluted
YE AR EN D ED D ECEMBER 31
2007
2006
$ 2,123,491
$ 1,634,981
940,779
47,088
717,597
13.23
13.14
$
803,707
42,742
525,853
$
9.65
9.57
This pro forma information has been prepared for comparative purposes only and is not intended to be indicative of past or future results.
The pro forma information for all periods presented includes purchase accounting effects on historical CBOT Holdings’ operating results,
amortization of purchased intangibles, stock-based compensation expense for unvested stock options assumed, and the impact on
investment income of CBOT Holdings’ special dividend, which was paid under the terms of the merger agreement. Pro forma results for
the years ended December 31, 2007 and 2006 include CBOT Holdings’ merger-related transaction costs of approximately $63.0 million
and $11.0 million, respectively.
. Securities Lending
Securities lending transactions utilize a portion of the securities that clearing fi rms have deposited to satisfy their proprietary
performance bond requirements. At December 31, 2007, the securities lending program utilized some of the securities deposited by 19
clearing fi rms. At December 31, 2007 and 2006, the par value of securities available totaled $7.3 billion and $7.6 billion, respectively.
Under its securities lending program, CME lends a security to a third party on an overnight basis and receives collateral in the form of
cash. The cash is then invested on an overnight basis to generate interest income. At December 31, 2007, collateral from securities
lending was invested in either a bank money market mutual fund or overnight repurchase agreement. The related interest expense
represents payment to the borrower of the security for the cash collateral retained during the duration of the lending transaction.
Securities on loan are marked to market daily and compared to collateral received.
CME’s policy allows lending of up to 70% of total securities available from clearing fi rms. At December 31, 2007 and 2006, the fair value
of securities on loan was $2.9 billion and $2.1 billion, respectively. The average daily balance of securities on loan for the years ended
December 31, 2007, 2006 and 2005 was $2.3 billion, $1.9 billion and $1.8 billion, respectively.
72
CME GROUP 2007 ANNUAL REPORT
. Marketable Securities
AVAILABLE-FOR-SALE SECURITIES Certain marketable securities have been classifi ed as available for sale. The amortized cost and fair
value of these securities at December 31 were as follows:
(in thousands)
U.S. Treasury
U.S. Government agency
State and municipal
Equity
Total
2007
Amortized
Cost
Fair
Value
Amortized
Cost
Fair
Value
2006
$ 165,355
$ 165,765
$ 205,552
$ 203,419
1,325
13,190
12
1,324
13,153
19
20,596
27,278
20,322
26,977
—
—
$ 179,882
$ 180,261
$ 253,426
$ 250,718
Net unrealized gains (losses) on marketable securities classifi ed as available for sale are reported as a component of comprehensive
income (loss) and included in the accompanying consolidated statements of shareholders’ equity. The fair value and the continuous
duration of gross unrealized losses on marketable securities with unrealized losses that are not deemed to be other-than-temporarily
impaired, at December 31 were as follows:
(in thousands)
U.S. Treasury
U.S. Government agency
State and municipal
Total
(in thousands)
U.S. Treasury
U.S. Government agency
State and municipal
Total
Less than 12 Months
Unrealized
Losses
Fair Value
$ —
—
—
$ —
$ —
—
—
$ —
Less than 12 Months
Unrealized
Losses
Fair Value
$ —
—
—
$ —
$ —
—
—
$ —
2007
12 Months or Greater
Unrealized
Losses
Fair Value
$ 34,271
1,324
11,391
$ 46,986
$ 49
1
43
$ 93
2006
12 Months or Greater
Unrealized
Losses
Fair Value
$ 173,550
$ 2,146
20,322
21,869
274
327
$ 215,741
$ 2,747
Total
Unrealized
Losses
$ 49
1
43
$ 93
Total
Unrealized
Losses
$ 2,146
274
327
$ 2,747
Fair Value
$ 34,271
1,324
11,391
$ 46,986
Fair Value
$ 173,550
20,322
21,869
$ 215,741
These unrealized losses were caused by increases in interest rates that occurred after the marketable securities were purchased.
The company has the ability and intent to hold these marketable securities until a recovery of fair value, which may be maturity, and
therefore does not consider these investments to be other-than-temporarily impaired at December 31, 2007 or 2006. Unrealized gains
on marketable securities totaled $472,000 at December 31, 2007 and $38,000 at December 31, 2006.
At December 31, 2007, all marketable securities with a contractual maturity date were scheduled to mature within one year or less.
The amortized cost and the fair value of these securities were $179.9 million and $180.2 million, respectively, at December 31, 2007.
CME’s policy allows it to pledge U.S. Treasury securities as performance bond collateral in lieu of, or in combination with, irrevocable
letters of credit for the mutual offset agreement with Singapore Exchange Limited (SGX) (note 19). CME may pledge up to a maximum of
$100.0 million measured as the aggregate fair value at the time of any collateral adjustment. CME retains the earnings on the securities
and may substitute letters of credit for these securities at its discretion. The aggregate fair value of pledged securities was $100.1 million
and $100.7 million at December 31, 2007 and 2006, respectively. Pledged securities are included within marketable securities in the
consolidated balance sheets.
CME GROUP 2007 ANNUAL REPORT
73
TRADING SECURITIES CME maintains additional investments in a diverse portfolio of mutual funds related to its non-qualifi ed
deferred compensation plan (note 16). The fair value of these securities was $23.0 million and $18.8 million at December 31,
2007 and 2006, respectively.
. Other Current Assets
Other current assets consisted of the following at December 31:
(in thousands)
Net deferred income taxes (note 15)
Prepaid technology license and maintenance contracts
Other prepaid expenses
Prepaid insurance
Accrued interest receivable
Due from broker
Forward contract receivable (note 20)
Other
Total
. Performance Bonds and Security Deposits
2007
$ 18,399
12,595
6,191
5,464
4,580
3,595
2,660
2,416
$ 55,900
2006
$ 7,196
10,072
3,592
3,444
4,523
6,074
—
2,665
$ 37,566
CME clears and guarantees the settlement of CME, CBOT and FXMarketSpace Limited (FXMS) contracts traded in their respective markets.
In its guarantor role, CME has precisely equal and offsetting claims to and from clearing fi rms on opposite sides of each contract, standing
as an intermediary on every contract cleared. Clearing fi rm positions are combined to create a single portfolio for each clearing fi rm’s
regulated and non-regulated accounts with CME for which performance bond and security deposit requirements are calculated. To the
extent that funds are not otherwise available to CME to satisfy an obligation under the applicable contract, CME bears counterparty credit
risk in the event that future market movements create conditions that could lead to clearing fi rms failing to meet their obligations to CME.
CME reduces its exposure through a risk management program that includes initial and ongoing fi nancial standards for designation as a
clearing fi rm, initial and maintenance performance bond requirements and mandatory security deposits. Each clearing fi rm is required to
deposit and maintain balances in the form of cash, U.S. Government securities, bank letters of credit or other approved investments to
satisfy security deposit and performance bond requirements. All obligations and non-cash deposits are marked to market on a daily basis.
In addition, the rules and regulations of CBOT require certain minimum fi nancial requirements for delivery of physical commodities,
maintenance of capital requirements and deposits on pending arbitration matters. To satisfy these requirements, CBOT clearing fi rms have
deposited cash and U.S. Treasury securities.
Beginning in February 2007, CME began clearing the over-the-counter foreign exchange products for FXMS. CME requires the deposit and
maintenance of performance bonds and security deposits for these products. The cash portion of these performance bonds and security
deposits are refl ected in the consolidated balance sheet as of December 31, 2007.
Cash performance bonds and security deposits are included in the consolidated balance sheets, and these balances may fl uctuate
signifi cantly over time due to the investment choices available to clearing fi rms and any change in the amount of deposits required.
Securities deposited are not refl ected in the consolidated fi nancial statements and CME does not earn any interest on these deposits.
Clearing fi rms, at their option, may instruct CME to deposit the cash held by CME into one of four IEF programs. The total principal in
all IEF programs was $19.2 billion at December 31, 2007 and $15.8 billion at December 31, 2006. The security deposits held in the
74
CME GROUP 2007 ANNUAL REPORT
IEF2 program may be used as collateral for CME’s $800.0 million revolving line of credit. The consolidated statements of income refl ect
management fees earned under the IEF programs of $8.4 million, $8.4 million and $8.6 million during 2007, 2006 and 2005, respectively.
These fees are included in other revenues.
CME and the Options Clearing Corporation (OCC) have a cross-margin arrangement, whereby a common clearing fi rm may maintain a cross-
margin account in which the clearing fi rm’s positions in certain CME futures and options 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 (note
19). Cross-margin cash, securities and letters of credit jointly held with OCC under the cross-margin agreement are refl ected at 50% of the
total, or CME’s proportionate share per that agreement. In addition, CME has cross-margin agreements with LCH.Clearnet Group (LCH), the
Fixed Income Clearing Corporation (FICC) and NYMEX whereby the clearing fi rms’ offsetting positions with CME and LCH, CME and FICC,
or CME and NYMEX, as applicable, are subject to reduced performance bond requirements. Clearing fi rms maintain separate performance
bond deposits with each clearing house, but depending on the net offsetting positions between CME and LCH, CME and FICC, or CME and
NYMEX, as applicable, each clearing house may reduce that fi rm’s performance bond requirements.
Each clearing fi rm is also required to deposit and maintain specifi ed security deposits in the form of cash or approved securities. In the
event that performance bonds, security deposits, and other assets required to support clearing membership of a defaulting clearing fi rm
are inadequate to fulfi ll that clearing fi rm’s outstanding fi nancial obligation, the entire security deposit fund is available to cover potential
losses after fi rst utilizing operating funds of CME in excess of amounts needed for normal operations (surplus funds). Surplus funds totaled
$190.9 million at December 31, 2007.
CME maintains a secured line of credit with a consortium of banks to provide liquidity and capacity to pay settlement variation to all
clearing fi rms, even if a clearing fi rm may have failed to meet its fi nancial obligations to CME, or in the event of a temporary disruption
with the domestic payments system that would delay payment of settlement variation between the CME and the clearing fi rms (note 12).
The amount available under the line of credit totaled $800.0 million at December 31, 2007. Additionally, CME has an option to request
an increase in the credit facility to $1.0 billion. Clearing fi rm security deposits received in the form of U.S. Treasury or Government agency
securities, or in money market mutual funds purchased through IEF2, as well as the performance bond assets of any fi rm that may default
on its obligations to CME, can be used to collateralize the secured line of credit.
CME is required under the Commodity Exchange Act to segregate cash and securities deposited by clearing fi rms on behalf of their
customers. In addition, CME rules require a segregation of all funds deposited by clearing fi rms from its operating funds.
Cash and securities held as performance bonds and security deposits at fair value at December 31 were as follows:
(in thousands)
Performance bonds
Security deposits
Cross-margin arrangements
Performance collateral for delivery
Total
2007
2006
Securities and
IEF Funds
$ 57,165,539
1,440,034
486,157
49,840
Cash
$ 505,964
15,148
68
—
Securities and
IEF Funds
$ 47,270,561
1,250,497
273,726
—
$ 59,141,570
$ 521,180
$ 48,794,784
Cash
$ 799,078
18,623
—
15,321
$ 833,022
Cash performance bonds may include intraday settlement, if any, that is owed to the clearing fi rms and paid the following business day. The
balance of intraday settlements was $137.5 million at December 31, 2007 and $42.0 million at December 31, 2006. These amounts are
invested on an overnight basis and are offset by an equal liability owed to clearing fi rms.
CME GROUP 2007 ANNUAL REPORT
75
In addition to cash and securities, irrevocable letters of credit may be used as performance bond deposits and security deposits.
At December 31, these letters of credit, which are not included in the accompanying consolidated balance sheets, were as follows:
(in thousands)
Performance bonds
Security deposits
Total Letters of Credit
2007
2006
$ 2,751,900
$ 1,453,070
45,000
30,000
$ 2,796,900
$ 1,483,070
All cash, securities and letters of credit are only available to meet the fi nancial obligations of that clearing fi rm to CME.
. Property
A summary of the property accounts at December 31 is presented below:
(in thousands)
Land and land improvements
Building and building improvements
Equipment, furniture and fixtures
Leasehold improvements
Software and software development costs
Total property
Accumulated depreciation and amortization
Property, net
. Goodwill and Intangible Assets
2007
$ 58,538
82,198
283,004
207,000
181,833
812,573
(435,121)
$ 377,452
$
2006
—
—
222,111
154,546
138,629
515,286
(346,531)
$ 168,755
During July 2007, the company merged with CBOT Holdings. In connection with the merger, the company recorded goodwill and identifi able
intangible assets. Indefi nite-lived intangibles consist primarily of trading products. Acquired amortizable intangible assets included primarily
customer relationships, the Dow Jones & Company, Inc. (Dow Jones) licensing agreement and real estate intangibles. The values of
goodwill and identifi able intangible assets are based on a preliminary purchase price allocation as of December 31, 2007.
During 2006, the company acquired Swapstream. In connection with the acquisition, the company recorded goodwill and identifi able
intangible assets. Intangible assets consisted primarily of customer relationships and technology-related intellectual property. Additionally,
during 2004, the company acquired a contractual market making and non-compete agreement from Liquidity Direct Technology, LLC, a
private trading technology fi rm whose assets were acquired in 2004. The fi rm developed technology to facilitate the trading of complex
combinations and spreads typically used with options.
Goodwill activity for the years ended December 31, 2007 and 2006 consisted of the following:
Balance at
December 31,
2005
Acquisition
Other
Activity(a)
Balance at
December 31,
2006
Acquisition
Other
Activity(a)
Balance at
December 31,
2007
$ —
—
$ —
$ 10,982
$ 514
$ 11,496
$
—
$
399
$
11,895
—
—
—
5,048,499
(11,183)
5,037,316
$ 10,982
$ 514
$ 11,496
$ 5,048,499
$ (10,784)
$ 5,049,211
(in thousands)
Swapstream
CBOT Holdings
Total Goodwill
(a) Other activity includes a foreign currency translation adjustment for Swapstream and the recognition of excess tax benefi ts upon exercise of stock options assumed from CBOT Holdings.
76
CME GROUP 2007 ANNUAL REPORT
Intangible assets consisted of the following at December 31, 2007 and 2006:
(in thousands)
Intangible Assets with Finite Lives:
Clearing firm, market data and
2007
Accumulated
Amortization
Cost
Net Book
Value
2006
Accumulated
Amortization
Cost
Net Book
Value
other customer relationships
$ 1,480,700
$ (23,415)
$ 1,457,285
$ 1,700
$
(113)
$ 1,587
Dow Jones licensing agreement
Lease-related intangibles
Market maker agreement
Technology-related
intellectual property
Other (b)
74,000
42,176
9,682
4,100
5,300
(3,147)
(2,526)
(2,898)
(908)
(3,875)
70,853
39,650
6,784
3,192
1,425
—
—
—
—
—
—
7,282
(1,595)
5,687
4,100
2,296
(245)
(649)
3,855
1,647
Total Amortizable Intangible Assets $ 1,615,958
$ (36,769)
$ 1,579,189
$ 15,378
$ (2,602)
$ 12,776
Intangible Assets with Indefinite Lives:
Trading products
Trade name
Products in development
$ 7,987,000
$
215,000
2,600
Total Indefinite-Lived Intangible Assets 8,204,600
—
—
—
—
$ 7,987,000
$
215,000
2,600
8,204,600
—
—
—
—
$ —
$
—
—
—
—
—
—
—
Total Intangible Assets
$ 9,820,558
$ (36,769)
$ 9,783,789
$ 15,378
$ (2,602)
$ 12,776
(b) Other intangible assets consist primarily of open interest, non-compete agreements, trade names and foreign currency translation adjustments.
Total amortization expense for intangible assets was $33.9 million, $1.3 million and $0.7 million for the years ended December 31, 2007,
2006 and 2005, respectively.
As of December 31, 2007, the future estimated amortization expense related to amortizable intangible assets is expected to be (in thousands):
Year
2008
2009
2010
2011
2012
$ 64,505
64,356
64,077
63,689
61,554
. Investments in Joint Ventures and Related Party Transactions
In May 2006, the company entered into an agreement with Reuters Group PLC and its wholly-owned subsidiaries, Reuters Holdings Limited
and Reuters Limited (Reuters, collectively), to create FXMS, the world’s fi rst centrally-cleared, global foreign exchange marketplace, through
a joint venture owned 50% each by CME Group and Reuters. The company’s investment in FXMS is recorded using the equity method of
accounting and is not a variable interest entity under FIN No. 46(R), “Consolidation of Variable Interest Entities.” The investment balance
of $13.6 million at December 31, 2007 includes $32.9 million of cumulative capital contributions of which $19.0 million was contributed in
2007. Capital contributions are reduced by the company’s proportionate share of FXMS’ periodic operating results. Net losses are included
in equity in losses of unconsolidated subsidiaries in the consolidated statements of income and totaled $13.2 million and $6.1 million for
the years ended December 31, 2007 and 2006, respectively.
CME GROUP 2007 ANNUAL REPORT
77
CME provides trading, clearing, regulatory, and billing services to FXMS pursuant to the terms of servicing and licensing agreements.
Deferred revenue related to future services totaled $9.5 million and $10.2 million as of December 31, 2007 and 2006, respectively, and
is included in other current liabilities and other liabilities. Deferred revenue is recognized on a straight-line basis over the term of service,
which began in February 2007. Deferred revenue related to trading, clearing and regulatory services is recognized over fi ve years. Deferred
revenue related to billing services is recognized over three years. Recognition of deferred revenue and monthly fees earned for ongoing
trading, clearing, regulatory, and billing services totaled $2.6 million for the year ended December 31, 2007. CME has also entered into a
sublease agreement to lease a portion of its offi ce space in London to FXMS (note 18).
The company accounts for its interest in OneChicago, a joint venture, under the equity method of accounting. OneChicago is not a variable
interest entity as defi ned under FIN No. 46(R). On March 15, 2006, Interactive Brokers Group LLC made an investment for a 40% interest
in OneChicago. As a result, CME’s ownership decreased from approximately 40% to 24%. During 2007, as a result of the merger with CBOT
Holdings, the company acquired an additional 5% ownership interest which totaled $0.9 million at December 31, 2007. The company’s
total investment balance of $5.0 million at December 31, 2007 also includes capital contributions of $15.7 million and an increase in the
investment of $4.3 million resulting from Interactive Brokers Group LLC’s investment, reduced by the company’s proportionate share of the
joint venture’s periodic net losses. Net losses are included in equity in losses of unconsolidated subsidiaries in the consolidated statements
of income and totaled $0.8 million, $0.8 million, and $2.6 million for the years ended December 31, 2007, 2006 and 2005, respectively.
CME provides certain communications and regulatory services to OneChicago, fees from which are included in other revenues, and earned
$0.5 million, $0.9 million and $2.2 million in revenue for these services in 2007, 2006 and 2005, respectively.
. Building Leases
As a result of the 2007 merger with CBOT Holdings, the company acquired three buildings with over 1.5 million square feet of commercial
space. A portion of the space is utilized by the company as offi ce space and a trading fl oor. The remaining space is leased by third party
tenants, including customers and shareholders, over terms ranging from one to nineteen years. The terms of the leases with customers
and shareholders are consistent with terms for other third-party tenants.
Minimum future cash fl ows from rental revenue are as follows (in thousands):
Year
2008
2009
2010
2011
2012
$ 20,096
18,945
16,092
14,772
12,841
78
CME GROUP 2007 ANNUAL REPORT
. Other Assets
Other assets consisted of the following at December 31:
(in thousands)
CBOE exercise right privileges
Deferred rental income
Investment in FXMS (note 9)
Cash surrender value of executive life insurance policies
Prepaid defined benefit plan assets (note 16)
Investment in OneChicago (note 9)
FXMS deferred development costs (note 9)
Net deferred income taxes (note 15)
Merger-related transaction costs
Other
Total
2007
$ 36,566
$
15,364
13,605
10,954
7,906
4,988
2,659
—
—
16,648
$ 108,690
2006
—
73
7,796
—
—
4,826
3,204
30,941
12,639
4,949
$ 64,428
Under the terms of the merger agreement, eligible CBOT members who hold CBOE exercise right privileges (ERPs) were each given the
choice of tendering their ERP to the company for $250,000 payable after the closing or to participate as a class member in the CBOE
lawsuit with a guaranteed payment of up to $250,000 if the lawsuit results in a recovery of less than that amount. At closing, there were
1,331 ERPs outstanding. In August 2007, 159 ERPs were tendered to the company.
The cost of the exercise rights acquired was reduced by the fair value of the guarantee liability for the ERPs tendered at the date of
tender. The acquired ERPs are recorded at the lower of cost or market value and are assessed for other-than-temporary impairment on a
quarterly basis.
Executive life insurance policies are carried at their cash surrender values at December 31, 2007.
Other consists primarily of prepaid software and hardware maintenance, prepaid insurance and deferred rental brokerage.
. Short-Term Debt
At December 31, 2007, CME Group maintained a 364-day revolving loan facility, with various fi nancial institutions, which provides for
loans of up to $750.0 million. At its option, the company may borrow under the facility at either LIBOR plus 0.13% per annum or the base
rate, which is defi ned as the greater of the U.S. federal funds effective rate plus 0.5% per annum or the prime rate. The company pays a
fee of 0.02% per year to maintain the revolving loan. The facility will expire on July 25, 2008. As of December 31, 2007, the company has
not borrowed any funds against the revolving loan facility.
This revolving loan facility serves as a back-up facility for a commercial paper program. Proceeds from the program were used to fund
the company’s recent tender offer stock repurchase and related fees. Under the terms of the facility, proceeds can also be used to
fi nance the planned transaction with Brazilian Mercantile & Futures Exchange (BM&F) and to pay general corporate purposes of up to
$300.0 million. Commercial paper notes with an aggregate par value of $1.2 billion and maturities ranging from one to 97 days were
issued during the year. At December 31, 2007, $164.4 million remained outstanding. The weighted average interest rate of commercial
paper outstanding at December 31, 2007 was 4.59%. The weighted average balance of all notes outstanding during the year was
$64.2 million. Interest rates for notes outstanding during the year ranged from 4.50% to 5.38%.
On October 12, 2007, CME renewed its $800.0 million secured committed line of credit with a consortium of banks. The secured credit
agreement, which expires on October 10, 2008, is collateralized by clearing fi rm security deposits held by the clearing house in the form
of U.S. Treasury or agency securities, security deposit funds in Interest Earning Facilities and performance bond deposits of the clearing
CME GROUP 2007 ANNUAL REPORT
79
fi rm that defaulted on its obligation, if any. The amount held as available collateral at December 31, 2007 was $1.4 billion. The line of
credit can only be drawn on to the extent that it is collateralized and may be utilized in certain situations, such as a temporary disruption
of the domestic payments system that would delay settlement between the exchange and its clearing fi rms, or in the event of a clearing
fi rm default. As of December 31, 2007, the company has not borrowed any funds against the revolving loan facility.
Under the terms of the credit agreement, there are a number of covenants with which CME must comply. Among these covenants, CME is
required to maintain at all times a consolidated tangible net worth of not less than $96.0 million. Interest on amounts borrowed before
maturity is calculated at the U.S. federal funds rate plus 0.45% per annum and after maturity at the U.S. federal funds rate plus 2.40% per
annum. Commitment and agency fees for the line of credit totaled $0.8 million for the year ended December 31, 2007 and $0.6 million for
each of the years ended December 31, 2006 and 2005. Under the terms of the 2007 agreement, CME has the option to request
an increase in the facility from $800.0 million to $1.0 billion at the time of a draw, subject to the approval of the participating banks.
. Restructuring
In August 2007, subsequent to its recent merger with CBOT Holdings, the company approved and initiated plans to restructure its
operations in order to eliminate redundant costs and improve operational effi ciencies. Restructuring efforts include reductions in employee
positions, the closure of duplicate facilities and consolidation of trading and other technologies.
Total estimated restructuring costs of $33.6 million consist primarily of severance and transitional payments and contract termination
penalties. Payments for restructuring cost will be substantially complete by July 2008. Costs of $21.1 million were recognized as a liability
in the preliminary allocation of CBOT Holdings’ purchase price, and accordingly, have resulted in an increase to goodwill. Restructuring
expense may change as the company executes its approved plans. Future increases in estimates will be recorded as an adjustment to
goodwill during the purchase accounting allocation period and as an adjustment to operating expenses thereafter. Future decreases in
estimates will be recorded as an adjustment to goodwill regardless of the date of the decrease.
In addition to costs recognized in purchase accounting, costs of $11.9 million, excluding interest expense and foreign currency translation
adjustments, are expected to be recognized as restructuring expense over the future service period required from transitional employees.
Through December 31, 2007, the company has recorded restructuring expense of $8.9 million. Interest expense resulting from the deferral
of restructuring payments is included in interest expense in the consolidated statements of income.
The following is a summary of restructuring activity:
(in thousands)
Severance and associated costs
Contract terminations
Total Restructuring
2007
Restructuring
Costs
Interest on
Deferred
Payments
$ 19,553
10,447
$ 30,000
$ 138
253
$ 391
Total
Accrued
to Date
$ 19,691
10,700
$ 30,391
Cash
Payments
$ (7,948)
—
$ (7,948)
Liability at
December 31,
2007
$ 11,743
10,700
$ 22,443
Total
Expected
Payments
$ 22,744
10,816
$ 33,560
80
CME GROUP 2007 ANNUAL REPORT
. Other Curent Liabilities
Other current liabilities consisted of the following at December 31:
(in thousands)
Accrued employee bonus
Accrued income taxes
Accrued operating expenses
Accrued restructuring (note 13)
Accrued salaries and benefits
Accrued real estate taxes
Unearned revenue
Other
Total
. Income Taxes
The provision for income taxes is composed of the following:
(in thousands)
Current:
Federal
State
Total
Deferred:
Federal
State
Total
2007
$ 45,725
30,494
28,905
22,443
12,737
8,497
2,872
5,942
2006
$ 33,974
6,852
18,582
—
8,228
320
4,068
6,442
$ 157,615
$ 78,466
2007
2006
2005
$ 396,310
91,542
487,852
(40,703)
(9,880)
(50,583)
$ 236,542
52,614
289,156
(21,253)
(3,594)
(24,847)
$ 166,617
38,150
204,767
(2,016)
(1,229)
(3,245)
Total Provision for Income Taxes
$ 437,269
$ 264,309
$ 201,522
Reconciliation of the statutory U.S. federal income tax rate to the effective tax rate is as follows:
Statutory U.S. federal tax rate
State taxes, net of federal benefit
Federal tax-exempt interest income
Non-deductible expenses
Valuation reserve for Swapstream losses
Other, net
Effective Tax Rate
2007
35.0%
4.8
(0.5)
0.1
0.3
0.2
39.9%
2006
35.0%
4.7
(0.6)
0.1
0.2
—
39.4%
2005
35.0%
4.7
(0.3)
0.1
—
0.1
39.6%
CME GROUP 2007 ANNUAL REPORT
81
At December 31, 2007 and 2006, deferred tax assets (liabilities) consisted of the following:
(in thousands)
Net Current Deferred Tax Assets (Liabilities):
Stock-based compensation
Restructuring
Accrued expenses and other
Total current deferred tax assets
Total current deferred tax liabilities
Net Current Deferred Tax Assets
Net Non-Current Deferred Tax Assets:
Depreciation and amortization
Fair value adjustment on real estate
Stock-based compensation
Foreign net operating losses
Deferred compensation
Guarantee of CBOE exercise right privileges
Deferred rent
Other
Subtotal
Valuation allowance
Total non-current deferred tax assets
Non-Current Deferred Tax Liabilities:
Purchased intangible assets
Software development costs
Other
Total non-current deferred tax liabilities
Net Non-Current Deferred Tax Assets (Liabilities)
2007
2006
$
4,629
4,203
9,718
18,550
(151)
$ 4,921
—
3,256
8,177
(981)
$
18,399
$ 7,196
$
30,472
$ 25,758
16,090
12,377
11,235
8,878
6,824
6,404
9,326
101,606
(11,235)
90,371
(3,915,155)
(13,384)
(10,072)
(3,938,611)
$ (3,848,240)
—
6,523
9,203
6,356
—
1,748
2,893
52,481
(9,203)
43,278
—
(10,825)
(1,512)
(12,337)
$ 30,941
A valuation allowance is recorded when it is more-likely-than-not that some portion or all of the deferred tax assets may not be realized. The
ultimate realization of the deferred tax assets depends on the ability to generate suffi cient taxable income of the appropriate character in
the future and in the appropriate taxing jurisdictions. A valuation allowance has been provided as of December 31, 2007 and 2006 for net
operating loss carryforwards obtained through the acquisition of Swapstream and for net operating losses generated by those operations
subsequent to the acquisition. These foreign net operating losses do not expire. Subsequent reversal of the valuation allowance for
acquired net operating losses will reduce goodwill and not income tax expense. If reversed, goodwill would be reduced by $7.9 million.
As of January 1, 2007, the company adopted the provisions of FIN No. 48, “Accounting for Uncertain Tax Positions.” At adoption, the
company recorded a cumulative effect adjustment that reduced the balance of retained earnings as of January 1, 2007. At adoption, the
company had gross unrecognized tax benefi ts of $5.4 million. Net of the tax impact in other jurisdictions, these unrecognized tax benefi ts
were $3.8 million and would be recorded as a net reduction to income tax expense if recognized in the future. As part of the merger with
CBOT Holdings, the company assumed unrecognized tax benefi ts of $2.3 million.
At December 31, 2007, the company had gross unrecognized tax benefi ts of $9.7 million. Net of the tax impact in other jurisdictions, these
unrecognized tax benefi ts were $7.5 million and would be recorded as a net reduction to income tax expense if recognized in the future. The
company classifi es interest and penalties related to uncertain tax positions in income tax expense. Total interest and penalties related to
the unrecognized tax benefi ts were $1.3 million and $2.3 million at adoption and at December 31, 2007, respectively. The company does
not expect these unrecognized tax benefi ts to signifi cantly increase or decrease during 2008.
82
CME GROUP 2007 ANNUAL REPORT
A reconciliation of the beginning and ending amount of unrecognized tax benefi ts is as follows (in thousands):
Balance at January 1, 2007
CBOT Holdings unrecognized tax benefits at date of merger
Additions based on tax positions related to the current year
Additions for tax positions of prior years
Reductions for tax positions of prior years
Balance at December 31, 2007
$ 5,369
2,280
2,457
569
(971)
$ 9,704
The company is subject to U.S. federal income tax as well as income taxes in multiple state and foreign jurisdictions. For CME Holdings,
substantially all federal and state income tax matters have been concluded through 2005 and 2002, respectively. For CBOT Holdings,
substantially all federal and state income tax matters have been concluded through 2003 and 2005, respectively.
. Employee Benefit Plans
PENSION PLANS The exchange maintains non-contributory defi ned benefi t cash balance pension plans for eligible employees. CME’s plan
provides for a contribution to the cash balance account based on age and earnings and includes salary and cash bonuses in the defi nition
of earnings. Employees who have completed a continuous 12-month period of employment and have reached the age of 21 are eligible to
participate. Participant cash balance accounts receive an interest credit equal to the greater of the one-year constant maturity yield for U.S.
Treasury notes or 4.0%. Participants become vested in their accounts after three years of service. As a result of the merger, CME Group
assumed the obligation related to the non-contributory defi ned benefi t pension plan for the former CBOT employees. The benefi ts payable
under the CBOT pension plan are based primarily on years of service and the employees’ average compensation levels. CBOT employees
hired on or after January 1, 2006 were not eligible to participate in the plan. Beginning January 1, 2008, CBOT employees became eligible
to participate in CME’s plan. The measurement date used for both plans is December 31.
Information regarding the aggregate status and activity of the plans, including the CBOT activity from July 13, 2007 through December 31,
2007, is indicated below.
(in thousands)
Change in Projected Benefit Obligation:
Benefit obligation at beginning of year
CBOT’s benefit obligation at July 12, 2007
Service cost
Interest cost
Actuarial gain
Benefits paid
Curtailments
Plan amendments
2007
2006
$ 49,917
$ 44,102
35,151
6,878
4,325
(108)
(5,889)
(294)
—
—
5,671
2,665
(1,194)
(1,518)
—
191
Projected Benefit Obligation at End of Year
$ 89,980
$ 49,917
CME GROUP 2007 ANNUAL REPORT
83
The aggregate accumulated benefi t obligation at December 31, 2007 and 2006 was $77.1 million and $38.9 million, respectively.
(in thousands)
Change in Plan Assets:
Fair value of plan assets at beginning of year
Fair value of CBOT’s plan assets at July 12, 2007
Actual return on plan assets
Employer contributions
Benefits paid
Fair Value of Plan Assets at End of Year
2007
2006
2005
$ 50,467
43,370
688
9,250
(5,889)
$ 97,886
$ 44,645
$ 36,712
—
4,740
2,600
(1,518)
—
2,045
7,500
(1,612)
$ 50,467
$ 44,645
At December 31, 2007 and 2006, the fair value of pension plan assets exceeded the projected benefi t obligation by $7.9 million and
$0.6 million, respectively. This excess is recorded as a non-current pension asset due to the adoption of SFAS No. 158.
The funding goal for the exchange is to have its pension plans 100% funded at each year end on a projected benefi t obligation basis, while
also satisfying any minimum required contribution and obtaining the maximum tax deduction. Year-end 2007 assumptions have been
used to project the liabilities and assets from December 31, 2007 to December 31, 2008. The result of this projection is that estimated
liabilities would exceed the fair value of plan assets at December 31, 2008 by approximately $8.0 million. Accordingly, it is estimated that
an $8.0 million contribution in 2008 will allow the company to meet its funding goal. The exchange expects to merge the two pension plans
by December 31, 2008 and will make one contribution to the new combined plan during 2008.
The components of net pension expense and the assumptions used to determine end-of-year projected benefi t obligation and net pension
expense in aggregate are indicated below:
(in thousands)
Components of Net Pension Expense:
Service cost
Interest cost
Expected return on plan assets
Amortization of prior service cost
Recognized net actuarial loss
Curtailment loss
Net Pension Expense
Assumptions Used to Determine End-of-Year Benefit Obligations:
Discount rate
Rate of compensation increase
Cash balance interest crediting rate
Assumptions Used to Determine Net Pension Expense:
Discount rate
Rate of compensation increase
Expected return on plan assets
Interest crediting rate
2007
2006
2005
$ 4,960
2,344
(2,586)
6
97
—
$ 4,821
$ 6,878
4,325
(5,199)
22
100
16
$ 6,142
2007
6.10%
5.00
4.10
$ 5,671
2,665
(3,162)
6
206
—
$ 5,386
2006
5.80%
5.00
4.00
2007
2006
2005
6.20%
5.00
8.00
4.10
5.50%
5.00
7.50
4.00
5.75%
5.00
7.50
4.00
The discount rate for both plans is determined based on an interest rate yield curve pursuant to Emerging Issues Task Force Topic
No. D-36, “Selection of Discount Rates Used for Measuring Defi ned Benefi t Pension Obligations and Obligations of Post Retirement Benefi t
Plans Other Than Pensions.” The yield curve is comprised of bonds with a rating of Aaa and Aa and maturities between zero and thirty
84
CME GROUP 2007 ANNUAL REPORT
years. The expected annual benefi t cash fl ows for the exchange’s pension plans are discounted to develop a single-point discount rate by
matching the plan’s expected payout structure to such yield curve.
The basis for determining the expected rate of return on plan assets for each plan is comprised of three components: historical returns,
industry peers and forecasted returns. The plan’s total return is expected to equal the composite performance of the security markets
over the long term. The security markets are represented by the returns on various domestic and international stock, bond and commodity
indexes. These returns are weighted according to the allocation of plan assets to each market and measured individually.
The component of the investment policy for each plan that has the most signifi cant impact on returns is the asset mix. The asset mix has
a minimum and maximum range depending on asset class. The plan assets are diversifi ed to minimize the risk of large losses by any one
or more individual assets. Such diversifi cation is accomplished, in part, through the selection of asset mix and investment management.
The asset allocation for CME’s plan, by asset category, at December 31 was as follows:
Equity securities
Debt securities
Other investments
The asset allocation for CBOT’s plan, by asset category, at December 31 was as follows:
Equity securities
Debt securities
Cash and cash equivalents
2006
59%
36
5
2007
57%
38
5
2007
37%
25
38
The target asset allocation for the plans will remain unchanged in 2008.
During 2006, the exchange adopted SFAS No. 158, “Employers’ Accounting for Defi ned Benefi t Pension and Other Postretirement Plans.”
Under SFAS No. 158, the funded status of the pension plan was recognized as an asset in the consolidated balance sheet and a one-time
adjustment to accumulated other comprehensive income was recorded. The incremental effect on the consolidated balance sheet of
adopting SFAS No. 158 as of December 31, 2006 is as follows:
(in thousands)
Current prepaid pension asset
Non-current pension asset
Deferred income tax asset (liability)
Total assets
Accumulated other comprehensive loss
Total shareholders’ equity
Before
Adoption of
SFAS No. 158
$
3,503
—
(1,393)
4,308,284
(1,200)
1,520,871
Adjustments
After
Adoption of
SFAS No. 158
$ (3,503)
$
550
1,174
(1,779)
(1,779)
(1,779)
—
550
(219)
4,306,505
(2,979)
1,519,092
Due to the adoption of SFAS No. 158, prior service costs of $0.2 million and actuarial losses of $2.7 million were recognized in
accumulated other comprehensive loss as of December 31, 2006.
CME GROUP 2007 ANNUAL REPORT
85
The balance and activity of the prior service costs and actuarial losses, which are included in accumulated other comprehensive income,
are as follows:
(in thousands)
Balance at January 1, 2007
Unrecognized loss
Recognized as a component of net pension expense
Curtailment gain
Balance at December 31, 2007
Prior Service
Costs
$ 241
—
(16)
(22)
$ 203
Actuarial
Loss
$ 2,712
4,365
(100)
(294)
$ 6,683
The company expects to amortize $402,000 of actuarial loss and $22,000 of prior service costs from accumulated other comprehensive
loss into net periodic benefi t cost in 2008.
At December 31, 2007, anticipated benefi t payments from the plans in future years are as follows (in thousands):
Year
2008
2009
2010
2011
2012
2013-2017
$ 11,428
6,090
7,178
7,750
8,487
53,796
OTHER POST-RETIREMENT BENEFIT PLAN As part of the merger, CME Group also assumed the obligation for the post-retirement benefi t
plan for legacy and former CBOT employees. Employees retiring from CBOT Holdings on or after age 55, who have at least ten years of
services, or after 65 with fi ve years of service, are entitled to post-retirement medical benefi ts. Effective January 1, 2008, the plan has
been closed to new participants. The exchange will fund benefi t costs as payments become due. The measurement date of plan obligations
is December 31. At December 31, 2007, the projected benefi t obligation of the plan was $5.4 million The plan’s net periodic benefi t cost
for July 13, 2007 through December 31, 2007 was $0.2 million.
SAVINGS PLAN CME maintains a savings plan pursuant to Section 401(k) of the Internal Revenue Code, whereby all U.S. employees are
participants and have the option to contribute to this plan. CME matches employee contributions up to 3% of the employee’s base salary
and may make additional discretionary contributions of up to 2% of base salary. In conjunction with various changes to its retirement
benefi ts strategy, the exchange has not made a discretionary contribution since 2005.
CBOT maintained a qualifi ed savings plan pursuant to Section 401(k) of the Internal Revenue Code for former CBOT Holdings employees
during 2007. Prior to January 1, 2008, CBOT made matching contributions of up to 4% to eligible employees. The cost of these matching
contributions totaled $0.5 million for the period July 13 through December 31, 2007. As of January 1, 2008, CBOT’s plan was merged with
CME’s plan for U.S. employees. No further contributions will be made to the CBOT plan after this date.
Aggregate expense for savings plans amounted to $3.7 million, $3.0 million and $4.5 million in 2007, 2006 and 2005, respectively.
CME London-based employees are eligible to participate in a defi ned contribution plan. The plan provides for age-based earnings
contributions and does not have any vesting requirements. Salary and cash bonuses paid are included in the defi nition of earnings.
Effective January 1, 2008, the company contribution will change to a fl at 10% of earnings in order to comply with the Employment
Equality Regulations released in 2006. Total expense for the London defi ned contribution benefi t plan was $0.6 million, $0.3 million
and $0.2 million in 2007, 2006 and 2005, respectively.
86
CME GROUP 2007 ANNUAL REPORT
CME NON-QUALIFIED PLANS The following non-qualifi ed plans, under which participants may make assumed investment choices with
respect to amounts contributed on their behalf, are maintained by CME. Although not required to do so, CME invests such contributions
in assets that mirror the assumed investment choices. The balances in these plans are subject to the claims of general creditors of the
exchange and totaled $23.0 million and $18.8 million at December 31, 2007 and 2006, respectively. Although the value of the plans is
recorded as an asset in the consolidated balance sheets, there is an equal and offsetting liability. The investment results of these plans
have no impact on net income as the investment results are recorded in equal amounts to both investment income and compensation and
benefi ts expense.
Supplemental Savings Plan CME maintains a supplemental plan to provide benefi ts for employees who have been impacted by
statutory limits under the provisions of the qualifi ed pension and savings plans. All CME employees hired prior to January 1, 2007
are immediately vested in their supplemental plan benefi ts. All CME employees hired on or after January 1, 2007 are subject to the
vesting requirements of the underlying qualifi ed plans. Total expense for the supplemental plan was $0.9 million, $0.8 million and
$0.7 million in 2007, 2006 and 2005, respectively.
Deferred Compensation Plan A deferred compensation plan is maintained by CME, under which eligible offi cers and members of the
Board of Directors may contribute a percentage of their compensation and defer income taxes thereon until the time of distribution.
Supplemental Executive Retirement Plan CME maintains a defi ned contribution plan for senior offi cers. Under this plan prior to
2006, CME made an annual contribution of a percentage of salary and bonus for eligible employees. The Supplemental Executive
Retirement Plan was frozen to new entrants on December 31, 2005 and further contributions for current participants were suspended.
Contributions made in 2003 through 2005 vest after fi ve years of service from the offi cer’s date of hire. Unvested contributions are
returned to the exchange if a participant leaves the employment of CME. Total expense for the plan, reduced by any forfeitures, was
$0.2 million in 2005.
CBOT OFFICER PENSION PLAN As part of the merger, the company assumed the liability for CBOT’s non-qualifi ed supplemental pension
plan for former offi cers of CBOT Holdings who elected to participate in the plan. The liability for this non-qualifi ed plan, which amounted
to $1.6 million as of December 31, 2007, is funded by life insurance policies on the lives of the participating employees. There is a trust
established for the purpose of administering this non-qualifi ed plan.
. Other Liabilities
Other liabilities consisted of the following at December 31:
(in thousands)
Non-qualified deferred compensation plans (note 16)
Deferred rent
Guarantee of exercise right privileges (note 11)
Unearned revenue
Post-retirement and non-qualified benefit plans (note 16)
Other
Total
2007
$ 23,047
21,724
13,983
7,109
6,936
3,458
$ 76,257
2006
$ 18,798
4,608
—
7,465
—
1,188
$ 32,059
CME GROUP 2007 ANNUAL REPORT
87
. Commitments
OPERATING LEASES CME Group has commitments under operating leases for certain facilities that are accounted for in accordance
with SFAS No. 13, “Accounting for Leases.” On August 24, 2007, the company renegotiated the operating lease for its headquarters at
20 South Wacker Drive in Chicago. The lease, which has an initial term ending on November 30, 2022, contains two consecutive renewal
options for seven and ten years and a contraction option which allows the company to reduce its occupied space after November 30, 2018.
Annual minimum payments under the headquarters operating lease now range from $6.9 million to $11.1 million. This operating lease
also includes CME’s trading facilities, which were previously leased from CME Trust and were sold by CME Trust to the building’s new
owner during 2007. CME established CME Trust in 1969 but does not maintain any residual interest in any of its assets.
In August 2006, CME Group entered into an operating lease for additional offi ce space in Chicago. The initial lease term, which became
effective on August 10, 2006, terminates on November 30, 2023. The lease contains two 5-year renewal options beginning in 2023.
Annual minimum rentals for this lease range from $1.5 million to $5.6 million.
CME Group also maintains an operating lease for offi ce space in London which became effective on November 3, 2006. The lease
will terminate on March 1, 2019. However, CME Group has an option to terminate the lease without penalty on December 25, 2011.
Annual minimum rentals range from $1.1 million to $1.3 million. If CME Group does not exercise the option to terminate the lease on
December 25, 2011, annual minimum rental payments will be $1.3 million after 2011. In conjunction with this lease, CME Group entered
into an agreement to sublease a portion of this space to FXMS. Annual minimum rent revenues from the sublease, which terminates on
February 26, 2019, range from $0.5 million to $0.6 million. The sublease will terminate if CME Group exercises the option to terminate
the lease between itself and the landlord on December 25, 2011.
Leases for other locations where CME Group maintains space expire at various times from 2012 to 2014 with annual minimum rentals
that will not exceed $4.9 million in any year.
Total rental expense, including equipment rental, was $31.4 million in 2007, $24.7 million in 2006 and $23.3 million in 2005.
OTHER COMMITMENTS Commitments include long-term liabilities as well as contractual obligations that are non-cancelable. These
contractual obligations totaled $105.0 million at December 31, 2007 and relate primarily to software licenses, hardware and
maintenance as well as telecommunication services that are expensed as the related services are used.
Future minimum obligations under non-cancelable operating leases, purchase obligations and other liabilities in effect at December 31,
2007 are payable as follows (in thousands):
Year
2008
2009
2010
2011
2012
Thereafter
Total
Operating
Leases
$ 17,731
16,338
16,632
17,120
16,599
147,922
Purchase
Obligations
$ 66,640
Other
Liabilities
$ 21,651
9,408
8,588
6,356
6,000
8,000
—
—
—
—
—
Total
$ 106,022
25,746
25,220
23,476
22,599
155,922
$ 232,342
$ 104,992
$ 21,651
$ 358,985
Licensing Agreements CME Group has various licensing agreements including agreements with The Nasdaq Stock Market (NASDAQ)
and Dow Jones relating to certain equity index products. The license agreement with NASDAQ is exclusive with respect to futures
and options on futures contracts based on certain NASDAQ indexes through October 9, 2012.
On September 11, 2007, CME Group renewed its product licensing agreement with Dow Jones. The agreement enables the exchange
to continue to exclusively offer futures and options on futures products based on the Dow Jones Industrial Average and other Dow
88
CME GROUP 2007 ANNUAL REPORT
Jones Indexes. The new agreement is effective January 1, 2008 through December 31, 2014 and includes an upfront payment as
well as minimum annual payments. The agreement also includes a provision for a fi ve year renewal term and successive annual
renewal terms after the initial fi ve year renewal term. The upfront payment will be recognized over the initial term of the agreement.
The licensing agreement CME Group maintained with the Frank Russell Company to license the Russell 2000 Index expires in
September 2008 and will not be renewed.
Managed Service Agreement As a result of its recent merger with CBOT Holdings, the company has assumed a managed service
agreement with Atos Euronext Market Solutions for use of the e-CBOT trading platform. Initially set to expire on December 31, 2008,
the agreement is now scheduled to terminate on July 17, 2008.
These agreements are included in the preceding contractual obligations table.
. Contingencies and Guarantees
LEGAL MATTERS On October 14, 2003, the U.S. Futures Exchange, L.L.C. (Eurex U.S.) and U.S. Exchange Holdings, Inc., fi led suit against
CBOT and CME in the United States District Court for the District of Columbia. The suit alleges that CBOT and CME violated the antitrust
laws and tortiously interfered with the business relationship and contract between Eurex U.S. and The Clearing Corporation. Eurex U.S.
and U.S. Exchange Holdings, Inc. are seeking a preliminary injunction and treble damages. On December 12, 2003, CBOT and CME fi led
separate motions to dismiss or, in the event the motion to dismiss is denied, to move the venue to the United States District Court for
the Northern District of Illinois. On September 2, 2004, the judge granted CBOT’s and CME’s motion to transfer venue to the Northern
District of Illinois. In light of that decision, the judge did not rule on the motions to dismiss. On March 25, 2005, Eurex U.S. fi led a second
amended complaint in the United States District Court for the Northern District of Illinois. On June 6, 2005, CME and CBOT fi led a motion
to dismiss the complaint. On August 25, 2005, the judge denied the joint CME/CBOT motion to dismiss. The parties are currently engaged
in discovery. On April 9, 2007, CME and CBOT fi led two joint motions for summary judgment. 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.
On August 23, 2006, CBOT Holdings and CBOT, along with a class consisting of certain CBOT full members, fi led a lawsuit in the Court of
Chancery of the State of Delaware against the CBOE. The lawsuit seeks to enforce and protect the ERPs. The lawsuit alleges that these
ERPs allow CBOT’s full members who hold them to become full members of CBOE and to participate on an equal basis with other members
of CBOE in CBOE’s announced plans to demutualize. On January 4, 2007, the plaintiffs fi led a Second Amended Complaint, in which they
added a count seeking a declaration that, contrary to the position taken by the CBOE before the Securities and Exchange Commission
(SEC), the merger between CBOT Holdings and CME Holdings would not result in the termination of the ERPs. The lawsuit seeks declaratory
and injunctive relief as well as recovery of attorneys’ fees. On January 11, 2007, the plaintiffs fi led a motion for partial summary judgment.
On January 16, 2007, the defendants fi led a motion to dismiss the Second Amended Complaint. On January 15, 2008, the SEC approved
CBOE’s rule interpretation that no person qualifi es to become or remain a CBOE exerciser member following the merger. All parties to the
litigation and the judge have agreed that the stay previously granted in August 2007, which was implemented pending the SEC’s decision,
is no longer in effect and CBOT has fi led a motion seeking to amend its complaint to refl ect current circumstances.
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 will not have a material adverse effect on its consolidated fi nancial position or results of operations.
CBOE EXERCISE RIGHT PRIVILEGES Under the terms of the merger agreement, eligible CBOT members who hold ERPs were each given
the choice of tendering their ERP to the company for $250,000 payable after the closing or to participate as a class member in the CBOE
lawsuit with a guaranteed payment of up to $250,000 from the company if the lawsuit results in a recovery of less than that amount. At the
close of the merger, there were 1,331 ERPs outstanding. In August 2007, 159 ERPs were tendered to the company. As of December 31,
2007, there were 1,172 outstanding ERPs that could seek recovery from CME Group under the guarantee election. The maximum possible
CME GROUP 2007 ANNUAL REPORT
89
aggregate payment under the guarantee is $293.0 million. At December 31, 2007, the company’s liability under the guarantee, which is
recorded at fair value and included in other liabilities in its consolidated balance sheet, was estimated as $14.0 million. The fair value of
the outstanding guarantee will continue to be adjusted on a quarterly basis until the lawsuit is resolved.
EMPLOYMENT-RELATED AGREEMENTS The exchange has employment agreements and other retention arrangements with Terrence A.
Duffy, Executive Chairman and Craig S. Donohue, Chief Executive Offi cer.
Effective November 1, 2006, Mr. Duffy became the Executive Chairman, an executive offi cer of the company. For his service, Mr. Duffy
receives as annual base salary of $1.0 million. Pursuant to a resolution approved by the Compensation Committee and the Board of
Directors, Mr. Duffy is entitled to a retention payment in the amount of his annual base salary, if at the end of his term as Executive
Chairman he is willing and able to serve another term as Executive Chairman and is not nominated for re-election to the Board and/or
is not re-elected to the position of Executive Chairman by the members of the Board, if he is eligible to serve on the Board, subject to
certain conditions. The Compensation Committee also authorized management, subject to annual review by the Committee, to self-insure
the supplemental life and long-term disability coverage amounts necessary to provide Mr. Duffy with the same level of life and long-term
disability coverage generally provided to employees under the Company’s group life and long-term disability policies. Additionally, the
Committee authorized the Company to gross up the self-insured supplemental life insurance amount to account for any taxes on such
amount owed by Mr. Duffy’s benefi ciaries. Pursuant to this agreement, Mr. Duffy would be entitled to disability insurance benefi ts based on
two-thirds of base pay and life insurance benefi ts based on three times base pay.
Mr. Donohue’s agreement is through January 1, 2009, subject to renewal by mutual written agreement. Under the terms of the agreement,
Mr. Donohue’s annual base salary will be at least $0.9 million. In the event of a termination without cause, as defi ned in the agreement,
Mr. Donohue is entitled to a one-time lump sum severance payment equal to two times his current base salary and will automatically vest
in any outstanding equity awards that would have vested during the remaining term of the agreement. In the event Mr. Donohue voluntarily
terminates the agreement for good reason, as defi ned in the agreement, Mr. Donohue is entitled to a one-time lump sum severance
payment equal to two times his current base salary and will automatically vest in any outstanding equity awards.
The employment agreements also provide that these executive offi cers are eligible to participate in CME’s benefi t plans and programs,
including the equity program and annual incentive plan, commensurate with their position in accordance with CME’s policies for executives
in effect from time to time.
MUTUAL OFFSET AGREEMENT CME and SGX have a mutual offset agreement that has been extended through October 2009. When a
clearing fi rm of CME chooses to execute an after-hours trade in an eligible product at SGX, the resulting trade can be transferred from SGX
to CME, and CME assumes the fi nancial obligation to SGX for the transferred trade. A similar obligation can occur when a clearing fi rm of
SGX chooses to execute a trade in an eligible product at CME. The net position of each exchange to the other is marked-to-market daily
based on the settlement prices of the applicable exchange, and settlement is made between the exchanges in cash. Since settlement
prices at each exchange may differ at the end of any given day and Singapore and Chicago operate in different time zones, there may be
a difference between the two settlement amounts and there will be a difference in the timing of the settlement. To allow for adequate and
timely funding of the settlement and in the unlikely event of a payment default by a clearing fi rm, CME and SGX each maintain collateral
payable to the other exchange. CME can maintain collateral in the form of U.S. Treasury securities or irrevocable letters of credit. At
December 31, 2007, CME was contingently liable to SGX on irrevocable letters of credit totaling $113.0 million and had pledged securities
with a fair value of $100.1 million. Regardless of the collateral, CME guarantees all cleared transactions submitted through SGX and
would initiate procedures designed to satisfy these fi nancial obligations in the event of a default, such as the use of security deposits and
performance bonds of the defaulting clearing fi rm.
CROSS -MARGIN AGREEMENTS CME and OCC have a cross-margin arrangement, whereby a common clearing fi rm may maintain a cross-
margin account in which the clearing fi rm’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 fi rm defaults, the gain or loss on the liquidation of the fi rm’s open position and the proceeds from the
liquidation of the cross-margin account are split 50% each to CME and OCC.
90
CME GROUP 2007 ANNUAL REPORT
A cross-margin agreement with LCH became effective in March 2000, whereby clearing fi rms’ offsetting positions with CME and LCH
are subject to reduced margin requirements. Similar cross-margin agreements exist with FICC and NYMEX whereby clearing fi rms’
offsetting positions with CME and FICC or CME and NYMEX are subject to reduced margin requirements. Clearing fi rms maintain separate
performance bond deposits with each clearing house, but depending on the net offsetting positions between CME and LCH, CME and FICC,
or CME and NYMEX, as applicable, each clearing house may reduce the fi rm’s performance bond requirement. In the event of a fi rm default,
the total liquidation net gain or loss on the fi rm’s offsetting open positions and the proceeds from the liquidation of the performance bond
collateral held by each clearing house’s supporting offsetting positions are split evenly between CME and the applicable clearing house.
Additionally, for the LCH, FICC, and NYMEX cross-margin agreements, if, after liquidation of all the positions and collateral of the defaulting
fi rm 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
defi cit, any additional surplus from the liquidation will be shared with the other clearing houses to the extent that they have a remaining
liquidating defi cit. Any remaining surplus funds will be passed to the bankruptcy trustee.
GFX LETTER OF CREDIT CME guarantees a $5.0 million standby letter of credit for GFX. The benefi ciary of the letter of credit is the clearing
fi rm that is used by GFX to execute and maintain its futures positions. Per exchange requirements, GFX is required to place performance
bond deposits with its clearing fi rm. The letter of credit, utilized as performance bond, will be drawn on in the event that GFX defaults in
meeting requirements to its clearing fi rm. In the unlikely event of a payment default by GFX, if GFX’s performance bond is not suffi cient to
cover the defi cit, CME would guarantee the remaining defi cit, if any.
SWAPSTREAM ACQUISITION On August 25, 2006, CME Holdings completed its acquisition of Swapstream. Additional cash purchase
consideration of up to $20.2 million is payable contingent upon meeting specifi c performance conditions during the fi rst fi ve years of
operations. Contingent consideration will be recorded as additional purchase price and will increase goodwill. To date, no contingent
consideration obligations have been incurred under this arrangement.
INTELLECTUAL PROPERTY INDEMNIFICATIONS Some agreements with customers accessing the Swapstream electronic trading platform, the
Clearing 21 platform or the CME Globex platform; utilizing market data services; and licensing CME SPAN software contain indemnifi cations
from intellectual property claims that may be made against them as a result of their use of these products and services. The potential future
claims relating to these indemnifi cations cannot be estimated and, therefore, in accordance with FIN No. 45, “Guarantor’s Accounting and
Disclosure Requirements for Guarantees, Including Guarantees of Indebtedness of Others,” no liability has been recorded.
. Derivatives Transactions
GFX engages in the trading of certain CME futures contracts, primarily in foreign exchange products. GFX posts bids and offers in these
products on the CME Globex electronic trading platform to maintain a market and promote additional liquidity in these contracts. GFX limits
risk from these transactions through offsetting transactions using futures contracts or spot foreign exchange transactions with approved
counterparties in the interbank market. Formal trading limits have been established. Futures transactions are cleared by an independent
clearing fi rm. Any residual open positions are marked-to-market on a daily basis and all realized and unrealized gains and losses are included
in other revenues in the accompanying consolidated statements of income. Net trading gains totaled $9.2 million in 2007, $7.0 million in
2006 and $7.6 million in 2005. At December 31, 2007, futures positions held by GFX had a notional value of $131.7 million, offset by a
similar amount of spot foreign exchange positions, resulting in a zero net position.
As a result of the merger with CBOT Holdings, CME Group assumed foreign currency forward contracts accounted for as fair value hedges.
These contracts are intended to offset the effect of foreign exchange rate fl uctuations on fi rm commitments for purchases of fi xed annual
and quarterly services denominated in pounds sterling. Forward contracts designated as hedges had a notional value of $13.3 million
(£6.7 million) and a fair value of $1.8 million at December 31, 2007. No gains or losses were excluded from the assessment of hedge
effectiveness in 2007. Certain forward contracts previously designated as hedges have been undesignated as a result of negotiations
with vendors which resulted in a reduction of liabilities previously hedged. Forward contracts which were undesignated had a notional
value of $6.0 million (£3.0 million) and a fair value of $0.8 million at December 31, 2007. The fair value of forward contracts is recorded
CME GROUP 2007 ANNUAL REPORT
91
in other current assets in the consolidated balance sheets. Losses related to contracts that no longer qualify for hedge accounting totaled
$0.1 million in 2007. Gains and losses on hedging contracts and the underlying hedged items are recorded in investment income in the
consolidated statements of income to the extent that the hedges are effective. Gains and losses on non-hedging contracts are also
recorded in investment income.
. Capital Stock
SHARES OUTSTANDING As of December 31, 2007, 53.3 million shares of Class A common stock, 625 shares of Class B-1 common stock,
813 shares of Class B-2 common stock, 1,287 shares of Class B-3 common stock and 413 shares of Class B-4 common stock were
issued and outstanding. CME Group has no shares of preferred stock issued and outstanding.
In connection with its merger with CBOT Holdings, CME Group amended its certifi cate of incorporation to increase the number of authorized
shares of Class A common stock to 1.0 billion shares from 138 million shares.
On August 1, 2007, CME Group commenced a fi xed price tender offer for up to 6,250,000 shares of its Class A common stock (including
the associated preferred stock purchase rights) at a price of $560. The tender offer was completed on September 5, 2007 and CME
Group accepted for purchase 1,695,250 shares of its Class A common stock (including the associated preferred stock purchase rights),
representing approximately 3.1% of the Class A common stock outstanding at the time of purchase.
ASSOCIATED TRADING RIGHTS CME Group operates two separate self-regulatory organizations through its wholly owned subsidiaries,
CME and CBOT. Members of the particular exchange own or lease trading rights which entitle them to access to the trading fl oors and
to discounts on trading fees as provided for by the rules of the particular exchange. Each class of CME Group Class B common stock
is associated with a membership in a specifi c division for trading at CME. A CME trading right is a separate asset that is not part of or
evidenced by the associated share of Class B common stock of CME Group. The Class B common stock of CME Group is intended only to
ensure that the Class B shareholders of CME Group retain rights with respect to representation on the Board of Directors and approval
rights with respect to the core rights described below.
Trading rights at CBOT are evidenced by Class B memberships in CBOT. Class B members of CBOT do not have any rights to elect members
of the Board of Directors and are not entitled to receive dividends or other distributions on their Class B memberships in CBOT.
CORE RIGHTS Holders of CME Group Class B common shares have the right to approve changes in specifi ed rights relating to the trading
privileges at CME associated with those shares. These core rights include allocation of products that a holder of trading rights is permitted
to trade through the exchange; the trading fl oor access rights and privileges of members; the number of memberships in each membership
class and the number of authorized and issued shares of Class B common stock associated with that class; and eligibility requirements
to exercise trading rights associated with Class B shares. Votes on changes to these core rights are weighted by class. Each class of
Class B common stock has the following number of votes on matters relating to core rights: Class B-1, six votes per share; Class B-2, two
votes per share; Class B-3, one vote per share; and Class B-4, 1/6th of one vote per share. The approval of a majority of the votes cast
by the holders of shares of Class B common stock is required in order to approve any changes to core rights. Holders of shares of Class A
common stock do not have the right to vote on changes to core rights.
VOTING RIGHTS With the exception of the matters reserved to holders of CME Group Class B common stock, holders of common stock vote
together on all matters for which a vote of common shareholders is required. In these votes, each holder of shares of Class A or Class B
common stock of CME Group has one vote per share.
TRANSFER RESTRICTIONS Each class of CME Group Class B common stock is subject to transfer restrictions contained in the Certifi cate of
Incorporation of CME Group. These transfer restrictions prohibit the sale or transfer of any shares of Class B common stock separate from
the sale of the associated trading rights.
92
CME GROUP 2007 ANNUAL REPORT
ELECTION OF DIRECTORS The CME Group Board of Directors is composed of 30 members, consisting of 20 directors from CME Holdings
and 10 directors from CBOT Holdings. Holders of Class A and Class B common stock have the right to vote together in the election of 24
directors. Until 2012, at least ten of these 24 directors must be CBOT directors as defi ned by our bylaws. Holders of Class B-1, Class B-2
and Class B-3 common stock have the right to elect the remaining six directors, of which three are elected by Class B-1 shareholders, two
are elected by Class B-2 shareholders and one is elected by Class B-3 shareholders.
DIVIDENDS Holders of Class A and Class B common stock of CME Group are entitled to receive proportionately such dividends, if any,
as may be declared by the CME Group Board of Directors.
OWNERSHIP REQUIREMENTS As of December 31, 2007, each clearing fi rm clearing only CME or CBOT products was required to own 8,000
shares of Class A common stock in addition to either the Class B common stock of CME Group or the associated CBOT trading privileges,
as applicable. For fi rms clearing products at both CME and CBOT, the Class A common stock ownership requirement is increased to 12,000
shares. The total Class A common stock held by our clearing fi rms pursuant to this requirement was 1.1 million shares at December 31, 2007.
SHAREHOLDER RIGHTS PROVISIONS The Board of Directors of CME Group has adopted a plan creating rights that entitle CME Group’s
shareholders to purchase shares of CME Group stock in the event that a third party initiates a transaction designed to take over the
company. This rights plan is intended to encourage persons seeking to acquire control of CME Group to engage in arms-length negotiations
with the Board of Directors and management. The rights are attached to all outstanding shares of CME Group common stock, and each
right entitles the shareholder to purchase one one-thousandth of a share of Series A junior participating preferred stock at a purchase
price of $1,000 per unit. The rights should not interfere with any merger or other business combination approved by the Board of Directors
since the rights may be amended to permit such acquisition or redeemed by the company under the terms of the plan. In the event the
rights become exercisable, each holder of a right shall receive, upon exercise, Class A common stock having a value equal to two times the
exercise price of the right.
OMNIBUS STOCK PLAN CME Group has adopted an Omnibus Stock Plan under which stock-based awards may be made to employees. A
total of 4.0 million Class A shares have been reserved for awards under the plan. Awards totaling 3.2 million shares have been granted and
are outstanding or have been exercised under this plan at December 31, 2007 (note 22).
LONG-TERM EQUITY INCENTIVE PLAN In connection with the merger, CME Group assumed CBOT Holdings’ Long-Term Equity Incentive
Plan. Under the plan stock-based awards may be made to certain directors, offi cers and other key employees or individuals. A total of
0.4 million shares have been reserved for awards under the plan. No awards have been granted under this plan subsequent to the merger
and approximately 0.3 million shares remain available for future awards (note 22).
DIRECTOR STOCK PLAN CME Group has adopted a Director Stock Plan under which awards are made to non-executive directors as part of
their annual compensation. A total of 25,000 Class A shares have been reserved under this plan, and approximately 9,500 shares have
been awarded through December 31, 2007 (note 22).
EMPLOYEE STOCK PURCHASE PLAN CME Group has adopted an Employee Stock Purchase Plan (ESPP) under which employees may
purchase Class A shares at 90% of the market value of the shares using after-tax payroll deductions. A total of 40,000 Class A shares
have been reserved under this plan, of which approximately 5,300 shares have been purchased through December 31, 2007 (note 22).
CME GROUP 2007 ANNUAL REPORT
93
. Stock-Based Payments
For all periods presented, the company has utilized the fair value method of accounting for share-based payments, as provided in SFAS
No. 123(R), “Share-Based Payment.” Effective January 1, 2006, the company began to estimate expected forfeitures of stock grants,
as required by SFAS No. 123(R), instead of the previous practice of accounting for forfeitures as they occur.
EMPLOYEE OPTIONS AND RESTRICTED STOCK AWARDS CME Group adopted an Omnibus Stock Plan under which stock-based awards
may be made to employees. A total of 4.0 million Class A shares have been reserved for awards under the plan. Awards totaling
3.2 million shares have been granted and are outstanding or have been exercised under the plan as of December 31, 2007. Awards
granted since 2003 generally vest over a fi ve-year period, with 20% vesting one year after the grant date and on that same date in
each of the following four years.
In connection with the merger with CBOT Holdings, CME Group assumed stock options available or outstanding under CBOT Holdings’
Long-Term Equity Incentive Plan. A total of 0.4 million shares have been reserved for awards under the plan. Awards totaling 109,422
shares were outstanding under this plan at the time the merger closed and CME Group assumed the plan. No options have been awarded
under this plan subsequent to the merger.
Total compensation expense for stock-based payments was $22.9 million for the year ended December 31, 2007, $16.4 million for the
year ended December 31, 2006, and $12.6 million for the year ended December 31, 2005. The total income tax benefi t recognized in the
consolidated statements of income for stock-based payment arrangements was $9.1 million, $6.5 million and $5.0 million for the years
ended December 31, 2007, 2006 and 2005, respectively.
Excluding estimates of future forfeitures, at December 31, 2007, there was $43.7 million of total unrecognized compensation expense
related to employee stock-based compensation arrangements that had not yet vested. That expense is expected to be recognized over
a weighted average period of 2.4 years.
Employee Options In 2007, the company granted employees stock options totaling 133,790 shares under the Omnibus Stock Plan.
The options have a ten-year term with exercise prices ranging from $533 to $699, the closing market prices on the day of grant. The
fair value of these options totaled $26.4 million, measured at the grant dates using the Black-Scholes valuation model.
The Black-Scholes fair value of each option grant was calculated using the following assumptions:
Dividend yield
Expected volatility
Risk-free interest rate
Expected life
Year of Grant
2007
2006
2005
0.5% – 0.7 %
0.5% – 0.6 %
0.5% – 0.9 %
25.4% – 32.9 %
31.8% – 37.9 %
33.6% – 42.8 %
3.9% – 5.1 %
4.5% – 5.0 %
3.9% – 4.4 %
6.5 years
6.5 years
6 – 6.5 years
The dividend yield was calculated by dividing that year’s expected dividend by the market price of the stock at the date of grant.
Expected volatility was determined using a weighted-average implied volatility of traded options on the company’s stock. Historical
volatility was evaluated, but it was determined that implied volatility was a better measure of expected future volatility. The risk-free
rate was based on the U.S. Treasury yield in effect at the time of the grant. Since 2005, the expected life of options granted has been
determined using the simplifi ed method as outlined in guidance from the SEC.
94
CME GROUP 2007 ANNUAL REPORT
The following table summarizes stock option activity for the year ended December 31, 2007:
Outstanding at December 31, 2006
Granted
Assumed in connection with merger (note 2)
Exercised
Cancelled
Outstanding at December 31, 2007
Exercisable at December 31, 2007
Number
of Shares
910,173
133,790
109,422
(308,745)
(40,612)
804,028
283,210
Weighted
Average
Exercise Price
$ 169
553
212
127
258
251
138
The weighted average grant date fair value of options granted during the years 2007, 2006, and 2005 was $197, $196 and $100 per
share, respectively. The total intrinsic value of options exercised during the years ended December 31, 2007, 2006 and 2005, was
$140.9 million, $113.2 million and $107.8 million, respectively.
Stock options outstanding at December 31, 2007 had a weighted average remaining contractual life of 7 years and an aggregate
intrinsic value of $350 million. Stock options exercisable at December 31, 2007 had a weighted average remaining contractual life
of 6 years and an aggregate intrinsic value of $155 million.
Employee Restricted Stock In 2007, the company also granted 12,015 shares of restricted Class A common stock which generally
have a vesting period of 2 to 5 years. The fair value related to these grants is $6.6 million, which will be recognized as compensation
expense on an accelerated basis over the vesting period.
The following table summarizes restricted stock activity for the period:
Outstanding at December 31, 2006
Granted
Vested
Cancelled
Outstanding at December 31, 2007
Number
of Shares
19,250
12,015
(6,562)
(1,988)
22,715
Weighted
Average
Grant Date
Fair Value
$ 210
551
176
252
396
The total fair value of restricted stock that vested during the years ended December 31, 2007, 2006 and 2005, was $3.8 million,
$3.2 million and $5.9 million, respectively.
EMPLOYEE STOCK PURCHASE PLAN Eligible employees may acquire shares of CME Group’s Class A common stock using after-tax
payroll deductions made during consecutive offering periods of approximately six months in duration. Shares are purchased at the end
of each offering period at a price of 90% of the closing price of the Class A common stock as reported on the New York Stock Exchange.
Compensation expense is recognized on the date of purchase for the discount from the closing price. In 2007, 2006 and 2005, a total
of 2,103, 2,089 and 1,124 shares, respectively, of Class A common stock were issued to participating employees. These shares are
subject to a six-month holding period. Expense of $129,000, $101,000 and $42,000 for the purchase discount was recognized in 2007,
2006 and 2005, respectively.
CME GROUP 2007 ANNUAL REPORT
95
DIRECTOR STOCK PLAN In 2005, CME Holdings added an equity component to its compensation for non-executive members of the Board
of Directors. Under the original terms of the 2005 Director Stock Plan, non-executive directors received 100 shares of Class A common
stock annually. Directors were also permitted to elect to receive some or all of the $17,500 cash portion of their annual stipend in
shares of stock based on the closing price at the date of distribution. In August 2006, the cash portion of the annual stipend increased
to $25,000. Non-executive directors may continue to elect to receive some or all of the cash portion of their annual stipend in shares of
stock based on the closing price at the date of distribution. Additionally, each non-executive director now receives an annual award of
Class A common stock with a value equal to $75,000. As a result, 4,072, 3,187 and 2,233 shares of Class A common stock were issued
to non-executive directors during 2007, 2006 and 2005, respectively. These shares are not subject to any vesting restrictions. Expense
of $1.7 million, $1.0 million and $0.3 million related to these stock-based payments was recognized for the years ended December 31,
2007, 2006 and 2005, respectively.
. Accumulated Other Comprehensive Income (Loss)
The following table sets forth the changes in each component of accumulated other comprehensive income (loss), net of tax:
(in thousands)
Net
Unrealized
Gain(Loss)
on Securities
Actuarial
Gain(Loss)
on Defi ned
Benefit Plans
Balance at December 31, 2004
$ (1,595)
$
Foreign
Currency
Translation
Adjustment
$ —
Accumulated
Other
Comprehensive
Income (Loss)
$ (1,595)
—
—
—
431
431
386
(1,312)
(2,907)
(1,779)
1,707
(2,979)
(123)
$ 817
$ (3,102)
—
—
—
(1,779)
—
(1,779)
(2,363)
$ (4,142)
Change
Balance at December 31, 2005
Adjustment to initially adopt SFAS No. 158
Change
Balance at December 31, 2006
Change
Balance at December 31, 2007
(1,312)
(2,907)
—
1,276
(1,631)
1,854
$ 223
96
CME GROUP 2007 ANNUAL REPORT
. Earnings per Share
Basic earnings per share is computed by dividing net income by the weighted average number of all classes of common stock
outstanding during each year. Diluted earnings per share refl ects the increase in shares using the treasury stock method to refl ect 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. There were 134,100, 137,300 and 218,900 outstanding stock options at December 31, 2007, 2006 and 2005,
respectively, which were anti-dilutive.
(in thousands, except per share data)
Net Income
Weighted Average Common Shares Outstanding:
Basic
Effect of stock options
Effect of restricted stock awards
Diluted
Earnings per Common Share:
Basic
Diluted
2007
$ 658,533
2006
2005
$ 407,348
$ 306,857
43,754
34,696
34,315
342
11
418
10
509
15
44,107
35,124
34,839
$
15.05
14.93
$
11.74
$
11.60
8.94
8.81
CME GROUP 2007 ANNUAL REPORT
97
. Quarterly Information (unaudited)
(in thousands, except per share data)
Year Ended December 31, 2007:
Total revenues
Operating income
Non-operating income (expense)
Income before income taxes
Net income
Earnings per common share:
Basic
Diluted
Year Ended December 31, 2006:
Total revenues
Operating income
Non-operating income
Income before income taxes
Net income
Earnings per common share:
Basic
Diluted
. Subsequent Event
First
Quarter
Second
Quarter
Third
Quarter
Fourth
Quarter
Total
$ 332,331
$ 329,009
$ 565,222
$ 529,539
$ 1,756,101
200,583
192,269
345,015
312,626
1,050,493
14,774
17,164
(10,695)
24,066
45,309
215,357
209,433
334,320
336,692
1,095,802
130,028
125,875
201,572
201,058
658,533
$
3.73
3.69
$
3.61
3.57
$
3.90
3.87
$
3.78
3.75
$
15.05
14.93
$ 251,717
$ 282,209
$ 274,705
$ 281,316
$ 1,089,947
138,888
166,842
157,037
11,613
13,052
13,477
150,501
179,894
170,514
91,413
109,533
103,800
158,311
12,437
170,748
102,602
621,078
50,579
671,657
407,348
$
2.64
2.61
$
3.16
3.12
$
2.99
2.95
$
2.95
2.91
$
11.74
11.60
CME Group completed its transaction with BM&F on February 26, 2008. CME Group issued 1.2 million shares of Class A common stock
(approximately a 2% equity interest in the company) at a cost of $631.4 million in exchange for 101.1 million shares in BM&F, which
represents an equity interest of approximately 10%. Under the terms of the agreement, neither CME Group nor BM&F may sell its equity
interest in the other until February 2012.
98
CME GROUP 2007 ANNUAL REPORT
Forward-Looking Statements
From time to time, in written reports and oral statements, we discuss our expectations regarding future performance. Forward-looking
statements are based on currently available competitive, fi nancial 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 diffi cult 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: our ability to successfully integrate the businesses of CME Holdings and CBOT
Holdings, including the fact that such integration may be more diffi cult, time consuming or costly than expected and revenues following
the merger may be lower than expected; 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 and implementation of the enhanced functionality required by our customers; 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; our ability to adjust our fi xed costs
and expenses if our revenues decline; our ability to continue to generate revenues from our processing services; our ability to maintain
existing customers and attract new ones; our ability to expand and offer our products in foreign jurisdictions; changes in domestic
and foreign regulations; changes in government policy, including policies relating to common or directed clearing; the costs associated
with protecting our intellectual property rights and our ability to operate our business without violating the intellectual property rights
of others; our ability to generate revenue from our market data that may be reduced or eliminated by decreased demand or the growth
of electronic trading; 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 fi nancial safeguards package to adequately protect us from the credit risks
of clearing members; changes in price levels and volatility in the derivatives markets and in underlying fi xed income, equity, foreign
exchange and commodities markets; economic, political and geopolitical market conditions; natural disasters and other catastrophes;
our ability to accommodate increases in trading volume and order transaction traffi c without failure or degradation of the performance
of our 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; and the imposition of a transaction tax on futures and options on futures transactions. More detailed information about factors
that may affect our performance may be found in our fi lings with the Securities and Exchange Commission, including our most recent
Annual Report on Form 10-K, which is available in the Investor Relations section of our Web site.
CME GROUP 2007 ANNUAL REPORT
99
Board of Directors
TERRENCE A. DUFFY
Executive Chairman
CHARLES P. CAREY
Vice Chairman
CRAIG S. DONOHUE
Chief Executive Offi cer
JOHN F. SANDNER
Retired Chairman of the Board
Chairman, E*Trade Futures, LLC,
Chicago, Ill.
LEO MELAMED
Chairman Emeritus
Chairman and Chief Executive Offi cer,
Melamed and Associates, Inc.,
Chicago, Ill.
Vice Chairman, HuaMei Capital
Company, Chicago, Ill. and Beijing,
China
Co-Chairman, Stevenson, Melamed &
Associates, Chicago, Ill.
100
CME GROUP 2007 ANNUAL REPORT
Board of Directors
MARK E. CERMAK
Director, Execution Services,
Fortis Clearing Americas,
Chicago, Ill.
DENNIS H. CHOOKASZIAN
Financial Accounting Standards Advisory
JACKIE CLEGG
Managing Partner,
ROBERT F. CORVINO
Independent Trader, Chicago, Ill.
Council Chairman, Washington, D.C.
Clegg International Consultants,
Former Chairman and Chief Executive
LLC, Washington, D.C.
Offi cer, CNA Insurance Companies,
Chicago, Ill
JAMES A. DONALDSON
Independent Trader, Chicago, Ill.
MARTIN J. GEPSMAN
Independent Broker and Trader,
LARRY G. GERDES
Chairman, President and Chief
DANIEL R. GLICKMAN
Chairman and Chief Executive Offi cer,
Chicago, Ill.
Executive Offi cer, Transcend Services,
Motion Picture Association of
Inc., Atlanta, Ga.
America, Inc., Washington, D.C.
General Partner, Gerdes Huff Invest-
U.S. Secretary of Agriculture (1995–2001)
ments, Atlanta, Ga.
Member of Congress, Kansas (1977–1995)
ELIZABETH HARRINGTON
President and Chief Executive Offi cer,
BRUCE F. JOHNSON
Independent Trader, Chicago, Ill.
E. Harrington Global, Chicago, Ill.
Retired Partner, Global Strategy and China
Practices, PricewaterhouseCoopers,
LLP, Chicago, Ill.
GARY M. KATLER
Vice President, Fortis Clearing Americas,
Chicago, Ill.
PATRICK B. LYNCH
Independent Trader, Chicago, Ill.
CME GROUP 2007 ANNUAL REPORT
101
Board of Directors
WILLIAM P. MILLER II
Senior Investment Offi cer, Fund
JOSEPH NICIFORO
Chairman, Twinfi elds Capital
C.C. ODOM II
Independent Member/Trader,
JAMES E. OLIFF
President, FILO Corp., Chicago, Ill.
Management for the Ohio Public
Employees Retirement System,
Columbus, Ohio
Management, Greenwich, Conn.
Sole Proprietor, Odom Investments
and Argent Venture Capital,
San Antonio, Texas
JOHN L. PIETRZAK
Managing Partner, Longwood Partners,
ALEX J. POLLOCK
Resident Fellow, American Enterprise
WILLIAM G. SALATICH, JR.
Independent Broker and Trader,
TERRY L. SAVAGE
Financial Journalist and Author
Chicago, Ill.
Institute, Washington, D.C.
Chicago, Ill.
President, Terry Savage Productions, Ltd.,
General Partner, Sparta Group,
Chicago, Ill.
Chicago, Ill.
HOWARD J. SIEGEL
Independent Trader, Chicago, Ill.
CHRISTOPHER STEWART
Chief Executive Offi cer,
DAVID J. WESCOTT
President, Th e Wescott Group Ltd.,
Gelber Group, LLC, Chicago, Ill.
Chicago, Ill.
Vice President, MF Global, Chicago, Ill.
MYRON S. SCHOLES
Chairman, Platinum Grove Asset
Management, LP, Rye Brook, N.Y.
Frank E. Buck Professor of Finance,
Emeritus, Stanford Graduate School
of Business, Stanford, Calif.
Nobel Laureate–Economics (1977)
WILLIAM R. SHEPARD (not pictured)
President and Founder,
Shepard International, Inc.,
Chicago, Ill.
102
CME GROUP 2007 ANNUAL REPORT
Management
Management Team
CRAIG S. DONOHUE
Chief Executive Offi cer
PHUPINDER S. GILL
President
KATHLEEN M. CRONIN
Managing Director, General Counsel
and Corporate Secretary
TIMOTHY J. DOAR
Managing Director, Risk Management
PHILIP J. PAPESH
Managing Director, Exchange Business
Systems Development
ARMAN FALSAFI
Managing Director, Europe, Middle East and Africa
JAMES W. FARRELL
Managing Director, Match Engine Development
NANCY W. GOBLE
Managing Director and Chief Accounting Offi cer
DEAN P. PAYTON
Managing Director and Chief Regulatory Offi cer
JOHN C. PESCHIER
Managing Director, Investor Relations
JOHN W. PIETROWICZ
Managing Director, Corporate Finance
and Treasury
ROBERT D. RAY
Managing Director, International Sales
and Commodity/Equity Products
JOHN P. DAVIDSON III
Managing Director and Chief Corporate
EDWARD M. GOGOL
Managing Director, Clearing Solutions
Development Offi cer
JOHN K. HART
Managing Director, Technology Engineering
BRYAN T. DURKIN
Managing Director and Chief Operating Offi cer
JULIE HOLZRICHTER
Managing Director, Operations
JAMES R. KRAUSE
Managing Director and Chief Information Offi cer
SCOTT R. KAUFMAN
Managing Director, Enterprise Architecture
ROBIN S. ROSS
Managing Director, Interest Rate Products
RICHARD J. KOKOSZKA
Managing Director, Internal Audit
DEREK L. SAMMANN
Managing Director, Foreign Exchange Products
JAMES E. PARISI
Managing Director and Chief Financial Offi cer
KEVIN KOMETER
Managing Director and Deputy Chief
Information Offi cer
HILDA HARRIS PIELL
Managing Director and Chief Human
Resources Offi cer
JOHN W. LABUSZEWSKI
Managing Director, Research
and Product Development
RICHARD H. REDDING
Managing Director, Products and Services
RICHARD H. LAMM
Managing Director, Regulatory Counsel
KIMBERLY S. TAYLOR
Managing Director and President, CME Clearing
TINA F. LEMIEUX
Managing Director, Hedge Funds
Managing Directors
ANNE E. BAGAN
Managing Director, Audits
NEAL B. BRADY
Managing Director, Business Development
and Broker Services
ANITA S. LISKEY
Managing Director, Corporate Marketing
and Communications
DALE A. MICHAELS
Managing Director, Credit and Market
Risk Management
JOHN F. CURRAN
Managing Director, Product Strategy
JOSEPH A. PANFIL
Managing Director, Enterprise Technology Services
JOHN L. SANTANA
Managing Director, Front End Systems Technology
DONALD D. SERPICO
Managing Director, Facilities and Business
Continuity Planning
ANN K. SHUMAN
Managing Director and Deputy General Counsel
KENDAL L. VROMAN
Managing Director, Information
and Technology Services
SCOT E. WARREN
Managing Director, Equity Products
JULIE M. WINKLER
Managing Director, Research
and Product Development
C. F. WONG
Managing Director, Asia
CME GROUP 2007 ANNUAL REPORT
103
Performance Graph
The following graph compares the cumulative fi ve-year total return provided shareholders on our Class A common stock relative to
the cumulative total returns of the S&P 500 index, and our new and former peer groups described below as of the end of the year.
An investment of $100 (with reinvestment of all dividends) is assumed to have been made in our Class A common stock, in each of the
peer groups, and the index on December 31, 2002 and its relative performance is tracked through December 31, 2007. We compiled
the new peer group to more closely refl ect our competitors in our industry. We believe the new peer group provides a more meaningful
basis for comparison of our stock performance.
New Peer Group:
Former Peer Group:
• IntercontinentalExchange, Inc.
• IntercontinentalExchange, Inc.
• Nasdaq Stock Market, Inc.
• Nasdaq Stock Market, Inc.
• NYMEX Holdings, Inc.
• NYSE Euronext
• NYSE Euronext
• International Securities Exchange Holdings, Inc.
CUMULATIVE TOTAL RETURN
$2,000
1,600
1,200
800
400
0
02
03
04
05
06
07
C H I CAG O M E R C AN T I L E E XC H AN G E H O L D I N G S I N C.
S & P 5 0 0
N E W PE E R G R O U P
F O R ME R PE E R G R O U P
*$100 invested on 12/31/02 in stock or index-including reinvestment of dividends. Fiscal year ending December 31.
Copyright © 2007, Standard & Poor’s, a division of Th e McGraw-Hill Companies, Inc. All rights reserved.
www.researchdatagroup.com/S&P.htm
104
CME GROUP 2007 ANNUAL REPORT
Share Information
CLASS A COMMON STOCK
Our Class A common stock is listed on the NYSE and the NASDAQ Global Select Market Inc. under the ticker symbol “CME.” As of
February 20, 2008, there were 1,830 holders of record of our Class A common stock.
The following table sets forth the high and low sales prices per share of our Class A common stock on a quarterly basis, as reported
on the NYSE.
2007
First Quarter
Second Quarter
Third Quarter
Fourth Quarter
High
Low
2006
$ 596.26
$ 510.00
First Quarter
565.00
609.92
714.48
497.00
Second Quarter
506.50
Third Quarter
593.58
Fourth Quarter
High
Low
$ 457.50
$ 354.51
503.94
508.78
557.97
417.90
425.79
464.70
CLASS B COMMON STOCK
Our Class B common stock is not listed on a national securities exchange or traded in an organized over-the-counter market. Each class
of our Class B common stock is associated with a membership in a specifi c division of our CME exchange. CME’s rules provide exchange
members with trading rights and the ability to use or lease these trading rights. Each share of our Class B common stock can be transferred
only in connection with the transfer of the associated trading rights. The memberships by class are CME (Chicago Mercantile Exchange),
IMM (International Monetary Market), IOM (Index and Option Market) and GEM (Growth and Emerging Markets).
Class B shares and the associated trading rights are bought and sold through our Shareholder Relations and Membership Services Department.
In addition, trading rights may be leased through the department. Trading rights sales are reported on our Web site at www.cmegroup.com.
Although our Class B shareholders have special voting rights, because our Class B shares have the same equitable interest in our earnings
and the same dividend payments as our Class A shares, we expect that the market price of our Class B common stock, if reported separately
from the associated trading rights, would be determined by the value of our Class A common stock. As of February 20, 2008, there were
1,890 holders of record of our Class B common stock.
DIVIDENDS
The following table sets forth the dividends we paid on our Class A and Class B common stock in the last two years:
Record Date
March 9, 2007
June 8, 2007
September 10, 2007
December 10, 2007
Dividend per Share
Record Date
Dividend per Share
$ 0.86
March 10, 2006
0.86
0.86
0.86
June 9, 2006
September 8, 2006
December 8, 2006
$ 0.63
0.63
0.63
0.63
We intend to pay regular quarterly dividends to our shareholders. The decision to pay a dividend, however, remains within the discretion of our
Board of Directors and may be affected by various factors, including our earnings, fi nancial condition, capital requirements, level of indebtedness
and other considerations our Board of Directors deems relevant. Our existing credit facility as well as future credit facilities, other future debt
obligations and statutory provisions may limit our ability to pay dividends. On January 30, 2008, the Board of Directors declared a regular
quarterly dividend of $1.15 per share, representing a 34% increase over the prior quarter, to be paid on March 25, 2008, to shareholders of
record on March 10, 2008.
CME GROUP 2007 ANNUAL REPORT
105
Company Information
HEADQUARTERS
CME Group Inc.
20 South Wacker Drive
Chicago, Illinois 60606-7499
312.930.1000 tel
312.466.4410 fax
www.cmegroup.com
info@cmegroup.com
INVESTOR RELATIONS
CME Group Inc.
20 South Wacker Drive
Chicago, Illinois 60606-7499
312.930.8491
SHAREHOLDER RELATIONS AND MEMBERSHIP SERVICES
CME Group Inc.
20 South Wacker Drive
Chicago, Illinois 60606-7499
312.930.3409
FINANCIAL REPORTS
Copies of the CME Group 2007 Annual Report to Shareholders, as well as
its Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and
Current Reports on Form 8-K fi led with the Securities and Exchange Commi–
ssion, are available online at www.cmegroup.com, or to shareholders upon
written request to Shareholder Relations and Membership Services at the
above address.
The company is required to fi le as an exhibit to its 2007 Annual Report on
Form 10-K a certifi cation under Section 302 of the Sarbanes-Oxley Act of
2002 signed by the chief executive offi cer and the chief fi nancial offi cer. In
addition, the company is required to submit a certifi cation, signed by the
chief executive offi cer, to the New York Stock Exchange within 30 days
following the company’s annual meeting of shareholders. Copies of these
certifi cations are available to shareholders upon written request to Share-
holder Relations and Membership Services at the above address.
STOCK LISTING
CME Group Class A common stock is listed on the New York Stock Exchange
and The NASDAQ Global Select Market under the ticker symbol “CME.” As of
February 27, 2008, there were approximately 2,000 holders of record of the
company’s Class A common stock. CME Group Class B common stock is
not listed on a national securities exchange or traded in an organized over-
the-counter market. Each class of Class B common stock is associated with
membership in a specifi c division of the exchange.
DIVIDENDS
The company’s current dividend policy, subject to the discretion of the board
of directors, is to pay out approximately 30 percent of the prior year’s cash
earnings as dividends to shareholders. Quarterly dividends are generally
paid in March, June, September and December.
TRANSFER AGENT
Computershare Investor Services
Stock Transfer Department
2 North LaSalle Street
Chicago, Illinois 60602
312.360.5104
(Automated interactive voice response systems are available 24 hours a day.
Press zero for live customer support 8:00 a.m. to 5:00 p.m. Central Time on
any day the New York Stock Exchange is open.)
www.computershare.com
(For information regarding your account or a specifi c company, click on
INVESTORS and follow the instructions on the screen.)
106
CME GROUP 2007 ANNUAL REPORT
ANNUAL MEETING
The 2008 Annual Meeting of Shareholders will be held at 10:00 a.m.,
Central Time, on Wednesday, May 7, 2008, at the University of Chicago
Gleacher Center, located at 450 N. Citifront Plaza Drive in Chicago. All
shareholders are cordially invited to attend. A formal notice of meeting,
proxy statement and proxy have been sent to shareholders.
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Ernst & Young LLP
Sears Tower
233 South Wacker Drive
Chicago, Illinois 60606
CORPORATE COMMUNICATIONS
CME Group Inc.
20 South Wacker Drive
Chicago, Illinois 60606-7499
312.930.3434
CUSTOMER SERVICE
For customer service assistance, call 800.331.3332. Outside the United
States, please call 312.930.2316. To provide feedback on customer service
at CME Group, please call 866.652.1132 or e-mail
customerfeedback@cmegroup.com.
CORPORATE GOVERNANCE
On the corporate governance Web page at www.cmegroup.com,
shareholders can view the company’s corporate governance principles,
charters of all board level committees, the independence standards,
board of directors code of ethics, employee code of conduct and the
director confl ict of interest policy. Copies of these documents are avail-
able to shareholders without charge upon written request to Shareholder
Relations and Membership Services at the address listed above.
ADDITIONAL INFORMATION
Further information about CME Group and its products is available on our Web
site at www.cmegroup.com. Information made available on our Web site does
not constitute part of this document. The Globe logo, CLEARING 21®, CME®,
CME Auction Markets™, CME Group®, Chicago Mercantile Exchange®, E-mini®,
Globex®, IEF®, and SPAN® are trademarks of Chicago Mercantile Exchange Inc.
CBOT®, e-CBOT® and the Chicago Board of Trade® are trademarks of the Board
of Trade of the City of Chicago, Inc. All other trademarks are the property of
their respective owners, used under license.
Brazilian Mercantile & Futures Exchange S.A. and BM&F are trademarks of
the Brazilian Mercantile & Futures Exchange S.A. Chicago Board Options
Exchange® and CBOE® are trademarks of the Chicago Board Options Exchange.
Dow Jones® and the Dow Jones U.S. Real Estate Index™ are trademarks
of Dow Jones & Company, Inc. and American International Group, Inc. FTSE®
is jointly owned by the London Stock Exchange plc and the Financial Times
Limited. Xinhua is a service mark and trademark of Xinhua Finance Limited.
Fixed Income Clearing Corporation and FICC are trademarks of the Fixed
Income Clearing Corporation. FXMarketSpace is a trademark of FXMar-
ketSpace. KOSPI® is a trademark of the Korea Exchange Company Republic
of Korea. Clearnet® is a trademark of Telus Corporation. The Lehman Broth-
ers U.S. Aggregate IndexSM is a service mark of Lehman Brothers Holding, Inc.
MSCI® is a trademark of MSCI Inc. NASDAQ® is a trademark of The NASDAQ
Stock Market, Inc. NYMEX® is a trademark of the New York Mercantile Exchange,
Inc. Options Clearing Corporation and OCC are trademarks of the Options
Clearing Corporation. Russell 1000® and Russell 2000® are trademarks of
Russell Investment Group. S&P®, S&P MidCap 400™ and S&P SmallCap
600™ are trademarks of the McGraw-Hill Companies, Inc. Singapore Exchange
and SGX are trademarks of Singapore Exchange Limited. Swapstream® is a
registered trademark of Swapstream Operating Services, Ltd. TRAKRS® is a
trademark of Merrill Lynch & Co., Inc. U.S. Futures Exchange™ is a trademark of
U.S. Futures Exchange, L.L.C. and Eurex® is a trademark of Deutsche Boerse AG.
Copyright © 2008 CME Group Inc.
C This report is printed on recycled paper.
Elevating Our Community Outreach
In addition to expanding our services for fi nancial
markets globally, we take great pride in CME Group’s
long-standing commitment to being a good corporate
citizen. We are dedicated to improving the quality
of life in the communities in which our members
and employees live and do business.
Th roughout , our members and employees
provided more than , hours of volunteer service
to local non-profi t organizations through Amicus,
our community outreach program. Th ese volunteers
provided much needed services and resources to
those in need of a helping hand. Our partner agencies
included Carole Robertson Center for Learning,
Special Spectators, House of the Good Shepherd,
Illinois Fatherhood Initiative, Inspiration Café, La-
bouré House and Salvation Army Emergency Lodge.
Fundraising drives were organized to benefi t causes
such as the Greater Chicago Food Depository, Oper-
ation Support Our Troops Illinois and Toys for Tots.
CME Group also entered its third year of partner-
ship with the Washington Irving Elementary School as
part of the Chicago Public Schools Futures Exchange
Program. Our partnership with Washington Irving
provides a unique opportunity to improve the qual-
ity of education for the students and to do our part
toward ensuring the success of tomorrow’s leaders.
In , more than CME Group volunteers par-
ticipated in a number of service projects designed to
enrich the educational experiences of these students.
Th e CME Foundation was established in
to provide charitable giving that includes disaster re-
lief as well as meeting the needs of the Chicagoland
community, where the company is headquartered.
Th e CME Foundation seeks to provide particular
support to three areas of concern: children in need,
education, and health and human services. Notable
grant recipients included Chicago Communities
in Schools, Futures and Options for Kids, Reading
In Motion and the United Way of Metropolitan
Chicago. Th rough a company-wide matching gift
program, the CME Foundation also funds many
worthwhile charitable organizations that are impor-
tant to the community.
Th e CBOT Foundation continues to provide a
number of non-profi t agencies in the Chicagoland area
with the funds needed to eff ect positive change in the
lives of those in need. Th e CBOT Foundation selects
qualifi ed organizations to receive funding annually,
focusing primarily on education, health and human
services, and youth programs.
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HEADQUARTERS
CME Group Inc.
20 South Wacker Drive
Chicago, Illinois 60606-7499
312.930.1000 tel
312.466.4410 fax
www.cmegroup.com
info@cmegroup.com
WASHINGTON, D.C.
CME Group Inc.
701 Pennsylvania Avenue, N.W.
Plaza Suite #01
Washington, D.C. 20004
202.638.3838 tel
202.638.5799 fax
HONG KONG
CME Group Inc.
Level 39, One Exchange Square
8 Connaught Place
Central Hong Kong
852.3101.7696 tel
852.3101.7698 fax
asiateam@cmegroup.com
LONDON
CME Group Inc.
Watling House
33 Cannon Street
London, EC4M 5SB
United Kingdom
44.20.7796.7100 tel
44.20.7796.7110 fax
europe@cmegroup.com
SYDNEY
CME Group Inc.
Level 17, BNP Paribas Centre
60 Castlereagh Street
Sydney NSW 2000
Australia
61.2.9231.7475 tel
61.2.9231.7476 fax
asiateam@cmegroup.com
TOKYO
CME Group Inc.
Level 16 Shiroyama
JT Trust Tower
4-3-1, Toranomon, Minato-ku
Tokyo 105-6016
Japan
81.3.5403.4828 tel
81.3.5403.4646 fax
asiateam@cmegroup.com