SEC Comment Letter for CME GROUP INC. (CME) (CIK 0001156375) (CME) — Dec 5, 2019
CME GROUP INC. (CME) (CIK 0001156375)
Date: Dec. 5, 2019 · CIK: 0001156375 · Accession: 0000000000-19-016155
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File numbers found in text: 001-31553
Letter
December 5, 2019 John Pietrowicz Chief Financial Officer CME Group, Inc. 20 South Wacker Drive Chicago, IL 60606 Re:CME Group, Inc. Form 10-K for the Fiscal Year Ended December 31, 2018 Filed February 28, 2019 File No. 001-31553 Dear Mr. Pietrowicz: We have reviewed your filing and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to these comments within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response. After reviewing your response to these comments, we may have additional comments. Form 10-K for the Fiscal Year Ended December 31, 2018 Notes to Consolidated Financial Statements 3. Business Combinations, page 62 1.We note that you completed the acquisition of NEX Group plc (NEX) on November 2, 2018 and, as disclosed in Exhibit 99.1 in your Form 8-K filed on November 8, 2018, that the pro forma 2017 annual revenues would be $4.3 billion giving effect to the acquisition, compared to your actual 2017 GAAP revenues of $3.6 billion. However, it is not clear where you have disclosed all information required by ASC 805 for this acquisition, such as the amounts of post-acquisition revenues and earnings or supplemental pro forma revenues and earnings required by ASC 805-10-50-2(h). In your future filings, please revise to disclose all information required by ASC 805-10-50 or tell us why you do not think it is required.
FirstName LastNameJohn Pietrowicz Comapany NameCME Group, Inc. December 5, 2019 Page 2 FirstName LastName John Pietrowicz CME Group, Inc. December 5, 2019 Page 2 2.Please provide us with a summary of the income significance test pursuant to Rule 1- 02(w) of Regulation S-X prepared in your determination of whether audited financial statements of NEX and full pro forma financial information should be provided pursuant to Rule 3-05 and Article 11 of Regulation S-X, respectively. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. You may contact Robert Klein at 202-551-3847 or Hugh West, Branch Chief, at 202- 551-3872 if you have questions regarding comments on the financial statements and related matters. Sincerely, Division of Corporation Finance Office of Finance
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December 5, 2019
John Pietrowicz
Chief Financial Officer
CME Group, Inc.
20 South Wacker Drive
Chicago, IL 60606
Re:CME Group, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2018
Filed February 28, 2019
File No. 001-31553
Dear Mr. Pietrowicz:
We have reviewed your filing and have the following comments. In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2018
Notes to Consolidated Financial Statements
3. Business Combinations, page 62
1.We note that you completed the acquisition of NEX Group plc (NEX) on November 2,
2018 and, as disclosed in Exhibit 99.1 in your Form 8-K filed on November 8, 2018, that
the pro forma 2017 annual revenues would be $4.3 billion giving effect to the acquisition,
compared to your actual 2017 GAAP revenues of $3.6 billion. However, it is not clear
where you have disclosed all information required by ASC 805 for this acquisition, such
as the amounts of post-acquisition revenues and earnings or supplemental pro forma
revenues and earnings required by ASC 805-10-50-2(h). In your future filings, please
revise to disclose all information required by ASC 805-10-50 or tell us why you do not
think it is required.
FirstName LastNameJohn Pietrowicz
Comapany NameCME Group, Inc.
December 5, 2019 Page 2
FirstName LastName
John Pietrowicz
CME Group, Inc.
December 5, 2019
Page 2
2.Please provide us with a summary of the income significance test pursuant to Rule 1-
02(w) of Regulation S-X prepared in your determination of whether audited financial
statements of NEX and full pro forma financial information should be provided pursuant
to Rule 3-05 and Article 11 of Regulation S-X, respectively.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
You may contact Robert Klein at 202-551-3847 or Hugh West, Branch Chief, at 202-
551-3872 if you have questions regarding comments on the financial statements and related
matters.
Sincerely,
Division of Corporation Finance
Office of Finance