Notes to Financial Statements | |
| 6 Months Ended
Jun. 30, 2009
USD / shares
|
Notes to Financial Statements [Abstract] | |
1. Basis of Presentation |
1. Basis of Presentation
CME Group acquired Credit Market Analysis Limited, a private company incorporated in the United Kingdom, and its three subsidiaries (collectively, CMA) on March23, 2008. The financial statements and accompanying notes presented in this report include the financial results of CMA beginning on March24, 2008.
On August22, 2008, CME Group completed its merger with NYMEX Holdings, Inc. (NYMEX Holdings). The financial statements and accompanying notes presented in this report include the financial results of the former NYMEX Holdings and its subsidiaries beginning on August23, 2008.
The accompanying interim consolidated financial statements have been prepared by CME Group without audit. Certain notes and other information normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted.
The consolidated financial statements consist of CME Group and its subsidiaries (collectively, the company), including Chicago Mercantile Exchange Inc. (CME), Board of Trade of the City of Chicago, Inc. (CBOT), New York Mercantile Exchange, Inc. (NYMEX) and their respective subsidiaries (collectively, the exchange). In the opinion of management, the accompanying consolidated financial statements include all normal recurring adjustments considered necessary to present fairly the financial position of the company at June30, 2009 and December31, 2008 and the results of operations and cash flows for the periods indicated. Quarterly results are not necessarily indicative of results for any subsequent period.
The accompanying consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto in CME Groups Annual Report on Form 10-K for the year ended December31, 2008, filed with the Securities and Exchange Commission on March2, 2009.
Certain reclassifications have been made to the 2008 financial statements to conform to the presentation in 2009. |
2. Business Combinations |
2. Business Combinations
Effective August22, 2008, CME Group completed its merger with NYMEX Holdings. The company entered into this merger primarily as a means to expand its product base, further leverage its existing operating model, extend its presence in the over-the-counter market and better position itself to compete on a global scale.
Under purchase accounting, CME Group is considered the acquirer of NYMEX Holdings. The preliminary purchase price consists of the following (in millions):
Acquisition of NYMEX Holdings outstanding common stock:
In exchange for CME Groups ClassA common stock $ 5,931.2
In exchange for cash 3,412.6
Fair value of NYMEX Holdings stock options and restricted stock units assumed 43.7
Merger-related transaction costs 51.8
Total Preliminary Purchase Price $ 9,439.3
Acquisition of common stock. Pursuant to the merger agreement, NYMEX Holdings shareholders elected to receive cash, stock or a combination thereof as consideration for their shares. The aggregate consideration included a mandatory cash component equal to the product of NYMEX Holdings common stock outstanding at August22, 2008 and $36.00 per share. Based on the election for cash and stock as subject to the mandatory cash requirement, CME Group issued 12.5million shares of ClassA common stock to NYMEX Holdings shareholders. The share price of $473 used to calculate the fair value of stock issued was based on the average closing price of CME Groups ClassA common stock for the five-day period beginning two trading days before and ending two trading days after March17, 2008 (the merger announcement date).
Fair value of stock options and restricted stock units assumed. At the close of the merger, NYMEX Holdings had 1,412,000 stock options and 188,700 restricted stock units outstanding. Each stock option and restricted stock unit was converted using an exchange ratio of 0.2378 derived from the allocation of cash and stock consideration to the shareholders in accordance with the merger agreement.
The fair value of the stock options was determined using a share price of $342, the closing price of CME Groups ClassA common stock on August21, 2008. The fair value of stock options was calculated using a Black-Scholes valuation model with the following assumptions: expected lives of 0.1 to 4.9 years; risk-free interest rates of 1.7% to 3.0%; expected volatility of 45%; and a dividend yield of 1.3%. The portion of the 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 Group for investment banking fees, legal and accounting fees, and other external costs directly related to the merger.
Preliminary purchase price allocation. In accordance with Statement of Financial Accounting Standards (SFAS) No.141, Business Combinations, the preliminary purchase price has been allocated to the former NYMEX Holdings net tangible and identifiable intangible assets based on their estimated fair values as of A |
3. Performance Bonds and Security Deposits |
3. Performance Bonds and Security Deposits
CME maintains performance bond and security deposit requirements for futures and options traded on or cleared through CME, CBOT, NYMEX or other exchange marketplaces, as well as for over-the-counter (OTC) products listed for clearing only. Each firm that clears futures, options and OTC products is required to deposit acceptable collateral and maintain specified performance bonds and security deposits principally in the form of cash, funds deposited in the various Interest Earning Facility programs, U.S. government and certain foreign government securities, bank letters of credit or shares of specific U.S. equity securities. Clearing firm positions executed in CME, CBOT and NYMEX exchange marketplaces and cleared-only contracts are subject to the guarantee of CME. Each clearing firms positions are separately accounted for in regulated and non-regulated accounts, for which performance bond and security deposit requirements are calculated. Performance bonds and security deposits are available to meet the financial obligations of that clearing firm to CME. In the event that performance bonds and security deposits of a defaulting clearing firm are inadequate to fulfill that clearing firms outstanding financial obligation, the entire security deposit fund is available to cover potential losses after first utilizing operating funds of CME in excess of amounts needed for normal operations. Cash performance bonds and security deposits may fluctuate due to the investment choices available to clearing firms and the change in the amount of deposit required. As a result, these offsetting liabilities may vary significantly over time.
In addition, the rules and regulations of CBOT require certain minimum financial requirements for delivery of physical commodities. To satisfy these requirements, CBOT clearing firms must deposit collateral with CME in the form of cash, U.S. Treasury securities or letters of credit.
CME accounts for its guarantee of settlement of contracts in accordance with Financial Accounting Standards Board (FASB) Interpretation (FIN) No.45, Guarantors Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others. CME marks to market all open positions at least twice a day and requires payment from clearing firms whose positions have lost value and makes payments to clearing firms whose positions have gained value. Under the extremely unlikely scenario of simultaneous default by every clearing firm who has open positions with unrealized losses, the maximum exposure related to CMEs guarantee would be one half day of changes in fair value of all open positions, before considering CMEs ability to access defaulting firms performance bond and security deposit balances as well as other available resources. During the first six months of 2009, CME transferred an average of approximately $3.4 billion a day through its clearing system for settlement from clearing firms whose positions have lost value to clearing firms whose positions have gained value. CME reduces its guarantee exposure through initial and maintenance performance bond requirements an |
4. Intangible Assets and Goodwill |
4. Intangible Assets and Goodwill
Intangible assets consisted of the following at June30, 2009 and December31, 2008:
June30, 2009 December31, 2008
(in millions) Cost Accumulated Amortization Net Book Value Cost Accumulated Amortization Net Book Value
Amortizable Intangible Assets:
Clearing firm, market data and other customer relationships $ 2,842.5 $ (138.5 ) $ 2,704.0 $ 2,842.5 $ (90.3 ) $ 2,752.2
Lease-related intangibles 83.2 (15.8 ) 67.4 83.2 (9.9 ) 73.3
Dow Jones licensing agreement 74.0 (13.2 ) 60.8 74.0 (9.9 ) 64.1
Technology-related intellectual property 28.4 (7.1 ) 21.3 28.4 (3.9 ) 24.5
Open interest 12.3 (12.3 ) 12.3 (9.5 ) 2.8
Market maker agreement 9.7 (5.1 ) 4.6 9.7 (4.3 ) 5.4
Other (a) 4.2 (2.6 ) 1.6 3.9 (1.8 ) 2.1
3,054.3 (194.6 ) 2,859.7 3,054.0 (129.6 ) 2,924.4
Foreign currency translation adjustments (6.7 ) 1.5 (5.2 ) (9.4 ) 0.3 (9.1 )
Total Amortizable Intangible Assets $ 3,047.6 $ (193.1 ) $ 2,854.5 $ 3,044.6 $ (129.3 ) $ 2,915.3
Indefinite-Lived Intangible Assets:
Trading products $ 16,982.0 $ 16,982.0
Trade names 452.1 452.1
Other (b) 2.6 2.6
17,436.7 17,436.7
Foreign currency translation adjustments (0.3 ) (0.6 )
Total Indefinite-Lived Intangible Assets 17,436.4 17,436.1
Total Intangible Assets $ 20,290.9 $ 20,351.4
(a) Other amortizable intangible assets consist primarily of non-compete and service agreements and trade names with limited lives.
(b) Other indefinite-lived intangible assets consist of products in development and a regulatory license.
Total amortization expense for intangible assets was $30.5 million and $17.9 million for the quarters ended June30, 2009 and 2008, respectively. Total amortization expense for intangible assets was $63.8 million and $34.1 million for the six months ended June30, 2009 and 2008, respectively. As of June30, 2009, the future estimated amortization expense related to amortizable intangible assets is expected to be:
(in millions)
Remainder of 2009 $ 61.2
2010 122.1
2011 121.9
2012 116.6
2013 110.9
2014 109.3
Thereafter 2,212.5
The Dow Jones Co |
5. Long-Term Investments |
5. Long-Term Investments
As part of its merger with NYMEX Holdings in August 2008, the company acquired Green Exchange Holdings LLC (GX Holdings) and its wholly-owned subsidiary, Green Exchange LLC, an exchange that lists carbon-related contracts. In June 2009, GX Holdings issued additional shares to third-party investors reducing the companys equity interest to 34%. In conjunction with the reduction in its equity interest, the company received reimbursement for its start-up costs. The company contributed $7.5 million to GX Holdings in the second quarter of 2009 and accounts for its investment under the equity method. The investment is recorded in other assets in the consolidated balance sheets. Income and losses from the investment are recorded in equity in losses of unconsolidated subsidiaries in the consolidated statements of income. |
6. Debt |
6. Debt
Debt consisted of the following:
(in millions) June30, 2009 December31, 2008
Short-term debt:
$250 million floating rate notes due August 2009, interest equal to 3-month LIBOR plus 0.20%, reset quarterly(1) $ 250.0 $ 249.9
Total short-term debt $ 250.0 $ 249.9
Long-term debt:
$300 million floating rate notes due August 2010, interest equal to 3-month LIBOR plus 0.65%, reset quarterly(2) $ 299.7 $ 299.5
Term loan due 2011, interest equal to 3-month LIBOR plus 1%, reset quarterly (3) 420.5 420.5
$750 million fixed rate notes due August 2013, interest equal to 5.40% 747.8 747.5
$750 million fixed rate notes due February 2014, interest equal to 5.75% 745.7
Commercial paper (4) 524.9 1,498.6
Total long-term debt $ 2,738.6 $ 2,966.1
(1) In October 2008, the company entered into an interest-rate swap agreement that modified the variable interest obligation associated with these notes so that the interest payable on the notes effectively became fixed at a rate of 3.12% beginning with the interest accrued after November6, 2008.
(2) In September 2008, the company entered into an interest-rate swap agreement that modified the variable interest obligation associated with these notes so that the interest payable on the notes effectively became fixed at a rate of 3.92% beginning with the interest accrued after November6, 2008.
(3) In September 2008, the company entered into an interest-rate swap agreement that modified the variable interest obligation associated with this facility so that the interest payable effectively became fixed at a rate of 4.72% beginning with the interest accrued after October22, 2008.
(4) At December31, 2008, this was the portion of commercial paper backed by the three-year senior credit facility and the 364-day revolving bridge facility. Commercial paper backed by the revolving bridge facility was repaid in February 2009 with the net proceeds from the 5.75% fixed rate notes due February 2014. At June30, 2009, this represented commercial paper backed by the three-year senior credit facility.
Commercial paper notes with an aggregate par value of $4.8 billion and maturities ranging from 1 to 94 days were issued during the six months ended June30, 2009. The weighted average discount rate for commercial paper outstanding at June30, 2009 and December31, 2008 was 0.37% and 2.61%, respectively. During the first half of 2009 and 2008, the weighted average balance, at par, of commercial paper outstanding was $807.5 million and $184.3 million, respectively.
Long-term debt maturities, at par value, were as follows as of June30, 2009:
(in millions)
2010 $ 300.0
2011 945.5
2012
2013 750.0
2014 750.0
Commercial paper is considered to mature in 2011 because it is backed by the three-year senior credit facility, which expires in 2011.
At June30, 2009, the fair values of the $750.0 million fixed rate notes due 2013 and 2014 are approximatel |
7. Restructuring |
7. Restructuring
CBOT
In August 2007, subsequent to its merger with CBOT Holdings, the company approved and initiated plans to restructure its operations in order to eliminate redundant costs and improve operational efficiencies. Restructuring efforts include reductions in employee positions, the closure of duplicate facilities and consolidation of trading and other technologies. Total estimated restructuring costs of $30.3 million consist primarily of severance and transitional payments and contract termination penalties. Payments for restructuring costs related to the merger with CBOT Holdings were substantially complete by July 2008. Through June30, 2009, the company recorded restructuring expense of $11.2 million under this plan since its inception.
NYMEX
In October 2008, subsequent to its merger with NYMEX Holdings, the company approved and initiated plans to restructure its operations in order to eliminate redundant costs and improve operational efficiencies. Restructuring efforts include reductions in employee positions and consolidation of trading and other technologies.
Total estimated restructuring costs of $37.6 million consist primarily of severance and transitional payments. Payments for restructuring costs related to the merger with NYMEX Holdings are expected to be substantially complete by August 2009. Costs of $28.9 million were recognized as a liability in the preliminary allocation of NYMEX Holdings purchase price, and accordingly, have resulted in an increase to goodwill. In addition to costs recognized in purchase accounting, costs of $8.7 million have been or are expected to be recognized as restructuring expense over the service period required from transitional employees. Through June30, 2009, the company recorded restructuring expense of $7.1 million under this plan since its inception.
The following is a summary of restructuring activity (in millions):
Planned Restructuring Costs Interest on Deferred Payments Accrued to Date Total Cash Payments Liability at June30, 2009 Total Expected Payments
Severance and related costs - CBOT $ 21.3 $ 0.1 $ 21.4 $ (20.8 ) $ 0.6 $ 21.4
Severance and related costs - NYMEX 35.9 35.9 (31.3 ) 4.6 37.6
Contract terminations - CBOT 8.6 0.3 8.9 (8.2 ) 0.7 8.9
Total Restructuring $ 65.8 $ 0.4 $ 66.2 $ (60.3 ) $ 5.9 $ 67.9
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. |
8. Contingencies and Guarantees |
8. Contingencies and Guarantees
Legal Matters. There are two purported class action complaints pending against the former NYMEX Holdings, the former NYMEX Holdings board of directors and CME Group in the Delaware Court of Chancery related to the merger between CME Group and NYMEX Holdings.
The first complaint, amended as of October6, 2008, is a purported consolidated class action on behalf of former NYMEX Holdings shareholders (the shareholder complaint) which alleges, among other things, that the NYMEX Holdings board of directors breached their fiduciary duties in approving the merger agreement by exclusively negotiating a transaction with CME Group without regard to the fairness of the transaction to the NYMEX Holdings shareholders, failing to take steps to maximize shareholder value, capping the minimum price of NYMEX Holdings stock, failing to properly value NYMEX Holdings, making changes to NYMEX Holdings change of control severance plan weeks before announcing that it was engaged in discussions with CME Group, requiring the ClassA members to execute a waiver and release that allegedly is coercive because it is intended to deprive them of their rights to participate in this lawsuit as well as their rights to past, present and future royalty payments under Section311(G) of the former bylaws of NYMEX, and failing to fully disclose material information related to the merger, including financial information and information necessary to prevent statements contained in the preliminary proxy from being misleading. The shareholder complaint further alleges that CME Group aided and abetted the alleged breach of fiduciary duties.
The shareholder plaintiffs initially sought to enjoin the merger; however, they pulled the preliminary injunction hearing from the courts calendar on August5, 2008 after becoming satisfied that there had been adequate disclosures by NYMEX Holdings and CME Group. The shareholder plaintiffs now seek damages for the alleged breaches of fiduciary duties and a declaration that the waiver and release is invalid and unenforceable. On October24, 2008, CME Group moved to dismiss the shareholder plaintiffs complaint.
The second complaint, amended as of September18, 2008, is a purported consolidated class action on behalf of NYMEX ClassA members (the member complaint) which alleges claims substantially similar to those raised in the shareholder complaint. The member plaintiff initially sought to enjoin the merger; however, she pulled the preliminary injunction hearing from the courts calendar on August5, 2008 after becoming satisfied that there had been adequate disclosures by NYMEX Holdings and CME Group. The member plaintiff now seeks damages for the alleged breaches of fiduciary duties and a declaration that the waiver and release is invalid and unenforceable. On September22, 2008, CME Group filed a motion to dismiss and stay discovery.
On September26, 2008, the member plaintiff, jointly with the shareholder plaintiffs, filed a motion for declaratory judgment and requested an expedited hearing on their motions. On October2, 2008, the court denied the plaintiffs request for expedition and granted CME Groups request to |
9. Stock-Based Payments |
9. Stock-Based Payments
Total expense for stock-based payments, including shares issued to the board of directors, converted CBOT options and converted NYMEX options, was $18.2 million and $14.0 million for the six months ended June30, 2009 and 2008, respectively. The total income tax benefit recognized in the consolidated statements of income for stock-based payment arrangements was $7.3 million and $5.5 million for the six months ended June30, 2009 and 2008, respectively.
In the first six months of 2009, the company granted employees stock options totaling 11,460 shares under the CME Group Omnibus Stock Plan. The options have a ten-year term with an exercise price ranging from $195 to $332 per share, the closing market price on the dates of grant. The fair value of these options totaled $1.0 million, measured at the grant dates using the Black-Scholes valuation model, which is recognized as compensation expense on an accelerated basis over the vesting period. The Black-Scholes fair value of the option grant was calculated using the following assumptions: dividend yield ranging from 1.4% to 2.4%; expected volatility ranging from 47% to 49%; risk-free interest rate ranging from 2.4% to 3.2% and expected life of 6.5 years. The grant date weighted average fair value of options granted during the first six months of 2009 was $87 per share. |
10. Fair Value Measurements |
10. Fair Value Measurements
SFAS No.157, Fair Value Measurements provides guidance for using fair value to measure assets and liabilities by defining fair value and establishing a framework for measuring fair value. The standard creates a three-level hierarchy that establishes classification of fair value measurements for disclosure purposes.
Level 1 inputs, which are considered the most reliable evidence of fair value, consist of quoted prices (unadjusted) for identical assets or liabilities in active markets.
Level 2 inputs consist of observable market data, other than Level 1 inputs, such as quoted prices for similar assets and liabilities in active markets or inputs other than quoted prices that are directly observable.
Level 3 inputs consist of unobservable inputs which are derived and cannot be corroborated by market data or other entity-specific inputs.
In general, the company uses quoted prices in active markets for identical assets to determine the fair value of marketable securities, securities lending collateral and equity investments. Level 1 assets generally include U.S. Treasury securities, exchange-traded mutual funds, repurchase agreements and publicly-traded equity securities. If quoted prices are not available to determine fair value, the company uses other inputs that are observable either directly or indirectly. Assets included in Level 2 consist primarily of U.S. Government agency securities, corporate bonds, municipal bonds, asset-backed securities and certain corporate bonds. Level 3 assets generally include certain corporate bonds and asset-backed securities. These assets have been valued using valuation models with inputs that are both observable and unobservable. The unobservable inputs used in these models are significant to the fair value of the assets and require managements judgment.
The company determined the fair value of its interest rate swap contracts, considered Level 2 assets, using standard valuation models with market-based observable inputs including forward and spot exchange rates and interest rate curves.
The fair value of the liability for the guarantee of ERPs is derived using probability-weighted Black-Scholes option values for various scenarios. The liability is included in Level 3 because management uses significant unobservable inputs including probability, expected return and volatility factors to determine the fair value.
Financial assets and liabilities recorded in the consolidated balance sheet as of June30, 2009 are classified in their entirety based on the lowest level of input that is significant to the asset or liabilitys fair value measurement.
Financial Instruments Measured at Fair Value on a Recurring Basis:
(in millions) Level1 Level2 Level3 Total
Assets at Fair Value:
Marketable securities:
U.S. Treasury securities $ 69.7 $ $ $ 69.7
Mutual funds 19.9 19.9
Corporate bonds 3.3 3.3
Municipal bonds 5.9 5.9
Asset-backed securities 1.4 0.2 1.6
U.S. Govern |
11. Earnings Per Common Share |
11. Earnings Per Common Share
Basic earnings per common share is computed by dividing net income by the weighted average number of shares of all classes of common stock outstanding for each reporting period. Diluted earnings per common share reflects the increase in shares using the treasury stock method to reflect the impact of an equivalent number of shares of common stock if stock options were exercised and restricted stock awards were converted into common stock. Outstanding stock options and restricted stock awards of approximately 463,000 and 680,000 were anti-dilutive for the quarter and six months ended June30, 2009, respectively. Outstanding stock options of approximately 297,000 and 295,000 were anti-dilutive for the quarter and six months ended June30, 2008, respectively. There were no anti-dilutive restricted stock awards for the quarter and six months ended June30, 2008. These anti-dilutive shares were not included in the diluted earnings per common share calculations.
FASB issued FASB Staff Position (FSP) No. EITF 03-6-1, Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities, for fiscal years beginning after December31, 2008. This guidance requires the use of a two-class method to determine the impact of outstanding stock options and restricted stock awards on diluted earnings per common share. The company determined that the impact of using the two-class method is immaterial. If the impact becomes material, the company will change its application of the guidance.
Quarter Ended June30, Six Months Ended June30,
2009 2008 2009 2008
Net Income (in millions) $ 221.8 $ 201.2 $ 420.9 $ 484.7
Weighted Average Number of Common Shares (in thousands):
Basic 66,329 54,500 66,316 54,125
Effect of stock options 169 242 131 255
Effect of restricted stock awards 28 10 23 10
Diluted 66,526 54,752 66,470 54,390
Earnings per Common Share:
Basic $ 3.34 $ 3.69 $ 6.35 $ 8.96
Diluted 3.33 3.67 6.33 8.91 |
12. Subsequent Events |
12. Subsequent Events
The company has evaluated subsequent events through August6, 2009, the date the financial statements were issued, and has determined that there are no subsequent events that require disclosure. |