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CME Group Inc. (NASDAQ:CME)

Q3 2007 Earnings Call

October 24, 2007 8:30 am ET

Executives

John Fucher - Investor Relations

Terrence A. Duffy - Chairman of the Board

Craig S. Donohue - Chief Executive Officer, Director

James E. Parisi - Chief Financial Officer, Managing Director

Rick Redding - Head of Products and Services

Analysts

Rich Repetto - Sandler O'Neill

Howard Chen - Credit Suisse

Niamh Alexander - KBW

Mike Vinciquerra - BMO

Chris Allen - Banc of America

Donald Fandetti - Citigroup

Jonathan Casteleyn - Wachovia Capital

Edward Ditmire - Fox-Pitt, Kelton

Rob Rutschow - Deutsche Bank

Ken Worthington - JP Morgan

Operator

Good day, everyone, and welcome to the CME Group Q307earnings results. As a reminder, this call is being recorded. At this time, foropening remarks and introductions, I would like to turn the conference over toMr. John [Fucher]. Please go ahead, sir.

John Fucher

Thank you and thank you all for joining us. Terry Duffy, ourExecutive Chairman; Craig Donohue, our CEO; and Jamie Parisi, our CFO, willspend a few minutes outlining the highlights of the third quarter and then wewill open up the call for your questions. Phupinder Gill, our President, andRick Redding, our head of Products and Services, have also joined us thismorning and will participate in the Q&A session.

Before they begin, I’ll read the Safe Harbor language:statements made on this call and in the accompanying slides on our website thatare not historical facts are forward-looking statements. These statements arenot guarantees of future performance and involve risks, uncertainties andassumptions that are difficult to predict. Therefore, actual outcomes andresults may differ materially from what is expressed or implied in anyforward-looking statements.

More detailed information about factors that may affect ourperformance may be found in our filings with the SEC, including our most recentquarterly report on Form 10-Q, which is available in the investor relationssection of the CME Group website.

During this call, we will refer to GAAP and non-GAAP proforma results. A reconciliation is available in our press release and there isan accompanying file on the investor relations portion of our website thatprovides detailed quarterly information on a GAAP and pro forma basis.

Now I would like to turn the call over to Terry.

Terrence A. Duffy

Thank you, John, and thank you all for joining us thismorning. As you all know, we closed our merger with CBOT in mid-July and weproceeded to post the strongest quarter in our history, with records across theboard.

Our success in the third quarter offered a glimpse of whatour combined capabilities will be going forward. We are in the process ofpositioning ourselves to reap the benefits of the growing need for innovativerisk management products available around the clock and delivered in a highlyreliable and efficient way.

In August, the financial markets encountered turbulence andusers increasingly turn to the CME Group to manage their risk. Overall, CMEGroup volumes in the third quarter rose by 49%, driven primarily by thestrength in our financial products.

Our E-mini equity product line led the way, up 83% comparedto the same quarter a year ago, followed by FX, up 50%, and interest rates up43%. The energy and metals products we trade on behalf of our partners at ,reached a record for the fifth quarter in a row, with volume quadrupling from ayear ago. CME

Next, I want to update you on our integration planning. Sofar, the process is running very smoothly. We are on track for the cutover forCBOT products on to CME Globex, which will happen in two phases.

First, on January 13th, we will add CBOT commodity andequity products and on January 27th, we will add the CBOT interest rateproducts. We have provided a Globex certification testing environment forcustomers since mid-August, and we have been working with over two dozenfront-ends and proprietary firms, as they test CBOT products on Globex. Mocktrading is slated to begin on December 1st.

In terms of the trading floors, beginning in March we willmove CME floor traded equity products to our CBOT location, followed by CMEinterest rate and FX products in April, and we will finish with our commodityproducts in May. Construction is underway on the expanded floors of the CBOTlocation.

In summary, the merger between these two great exchanges isprogressing well, and while we are pleased with our Q3 results, we continue tolook forward. Craig will update you on that progress. Craig.

Craig S. Donohue

Thank you, Terry. As you mentioned, our integration processis going very well. In addition, we said all along that our ability to combinethe CME and CBOT quickly, based on the tremendous efforts of our teams,positions us to immediately pursue valuable growth opportunities, which wereevidenced by our announcements yesterday.

We have discussed our long-term strategy extensively in thepast. Our strategy is to innovate and launch new products, increase revenuesfrom third-party transaction processing, launch new non-core businesses in thehigh growth, over-the-counter markets, and to expand globally.

Today, I am going to focus our efforts on global expansion.We announced yesterday that we have signed a non-binding letter of intent withrespect to a proposed, pre-IPO equity investment in the Brazilian Mercantileand Futures Exchange, known as BM&F, the world’s fourth largest futuresexchange.

CME Group will acquire a 10% equity stake in BM&F inexchange for approximately 2% of CME Group at the close of BM&F’s initialpublic offering, which is expected to occur later this year. The investment issubject to negotiation of definitive documents and BM&F regulatory andshareholder approval.

BM&F is the largest and most successful derivativesmarket in South America, with average daily volume on a year-to-date basis of$1.8 million. Through August, BM&F volume is up 69%, as you can see onslide 8 in ourattached slides. On the next slide, you can see the product breakdown forBM&F. Their largest product line is interest rates, followed by foreignexchange, and equity index futures.

Like CME, BM&F is largely a pure play derivativesexchange and they are also vertically integrated with their own clearing house.Brazil has emerged as the world’s tenth largest economy and the ability todevelop and link our markets creates significant opportunities for both ourcustomers and our shareholders.

In addition to the cross equity investment, the letter ofintent also contemplates the establishment of an order routing agreement inwhich CME Group would connect the CME Globex electronic distribution network toBM&F and BM&F would connect its distribution to CME Globex for therouting of order for electronic trading of the products of both exchanges.

CME Group and BM&F also expect to enter into aMemorandum of Understanding to consider additional commercial arrangements,which may include the following; we would connect the CME Globex electronicdistribution network to BM&F; CME Group would provide offshore collateralmanagement services to the BM&F clearing houses for non-Brazilian Realdenominated collateral; BM&F would become a super clearing member of CMEGroup in order to facilitate access to CME Group products on behalf of BM&Fmarket participants that lack independent arrangements with CME Group clearingmembers; and CME and BM&F would work together to develop and market newproducts for the Brazilian and South American markets to take advantage of theexpertise, distribution, and resources of both organizations.

We are very impressed with the leadership team in place atBM&F and we look forward to working with them in the years to come.BM&F is currently in a quiet period associated with its IPO and, out ofrespect for that process, we are limited in terms of providing further detailsor projections, but we will provide you with additional information furtherdown the road.

Also yesterday, we announced that CME Group and the KoreaExchange, a premier exchange in Northeast Asia, intend to enter into aprocessing agreement for the KOSPI 200 futures contract to be lifted on the CMEGlobex platform beginning in 2008. The five-year agreement would include thecreation of a telecoms hub in Seoul and will be the first time KRX has enteredinto a processing agreement related to its popular KOSPI products. More than 32million KOSPI 200 futures, based on the KOSPI 200 stock index of the largestKorean companies, have traded so far this year through August. CME will matchthe trades with KRX continuing to clear and settle their products. The contractwould trade on the CME Globex platform from 2:00 a.m. to 3:00 p.m. Chicagotime, or 5:00 p.m. to 6:00 a.m. Seoul time.

Asia is a vital area of long-term growth for both CME Groupproducts and our transaction processing services, and we look forward toproviding our world-class platform in this new partnership. We believe thisagreement is an important step to expand our global reach.

These two developments illustrate the value CME Group canprovide as a partner of choice for exchanges around the globe. From ourperspective, the true globalization of the derivatives markets is in itsinfancy, and we intend to be a leader in this area. We have created the world’sfastest, most widely distributed and reliable derivatives trading platform, andwe have the world’s leading clearing house.

Our goal is to offer world-class processing services to ourpartners, enhancing their ability to grow. We have two very good case studiesof that with NYMEX and CBOT, which were large, important processing agreementswhich displayed our ability to leverage the scaleable infrastructure we havebuilt.

In conclusion, we continue to execute on our business modelson multiple fronts. As Terry mentioned, the August time period was extremelybusy and we met the challenge greater uncertainty caused as institutionaltraders in this environment to turn to CME Group for their risk managementneeds. They demand deep pools of transparent, anonymous liquidity, and from acapital perspective, safety and efficiency.

Our regulated futures business is the beneficiary of thesecustomer demands and while we are in the early stages of penetrating the largerOTC markets, we are nonetheless excited to deploy our existing capabilities ina meaningful way in that segment of the market.

Now I would like to turn the call over to Jamie to discussour third quarter financial results.

James E. Parisi

By all measures, the third quarter was one of the greatestever for CME Group. While handling record trading volumes, our rate forcontracts was down only slightly, while we began to reap the benefits of ourmerger and continued to leverage our systems and distribution.

The GAAP results for the third quarter were outlined indetail in the press release. In summary, we delivered net income of $202million, or $3.87 per share, including CBOT related results after July 12th.Included within these results were $20 million of merger related operatingexpenses and $28.5 million of merger related non-operating expenses.

Additionally, we made a few revisions to the presentation ofthe income statement. On the revenue side, we combined access fees withcommunication fees and building revenue with other revenue.

On expenses, we combined occupancy with building, marketingwith other, and we added an amortization line and a restructuring line. Weprovided a reconciliation between GAAP and pro forma results in the back of thepress release and we have also posted both GAAP and pro forma historical quarterlyincome statements on our website, starting with Q1 of 2006.

Pro forma results exclude merger related costs of $20million in the third quarter. This can be broken into four components. First,we recorded a payment of $6 million for the settlement of the class actionlawsuit between LAMPERS and CBOT. Second, we incurred integration and legalexpenses of $6 million. Third, we had $4 million of restructuring expense,driven primarily by headcount reductions; and lastly, we booked $4 million ofaccelerated depreciation associated with decommissioning CBOT’s data centers.

In addition, we had $28.5 million of non-operating,merger-related expense related to the guarantee of the CBOT exercise rightprivileges.

The CBOT results from July 1st to July 12th were included inthe pro forma numbers, which added $20 million of revenue, $9 million ofoperating expense, and $7.3 million of net income.

From this point forward, I am going to provide comparisonsbased on the pro forma results. Our total pro forma revenue rose 41% to $585million for the third quarter, increasing $172 million compared with the samequarter last year, driven by strong CME Group and NYMEX trading volumes.

CME Group average daily volume was up 49% while the averagerate per contract was down less than 2% compared to Q3 2006.

Our average rate per contract was $0.622 in Q3, down from$0.632 in Q3 last year and $0.639 in the second quarter of 2007. The primarydriver of the sequential drop in the RPC was the impact of our volume discounts,particularly in foreign exchange products. In addition, growth in lower feemember volumes out-paced the growth in non-member volumes.

Quotation data fees were $49 million for the quarter, up 12%from $44 million in Q3 of 2006. At the end of the quarter, we had approximately287,000 users paying for the base devices on a combined basis, up more than1,000 compared to second quarter.

Beginning in January of 2008, we will be increasing our feeper market data screen from $50 to $55. This increase may be offset somewhat bydecreased demand due to the price sensitivity of some customers and the impactof staffing declines on Wall Street.

Our processing services revenue, which is now drivenprimarily by our NYMEX agreement, was $15.3 million, tripling from $5.2 millionin Q3 2006. During the third quarter, we handled more than 800,000 NYMEXcontracts per day, up from 710,000 contracts in Q2 and 175,000 contracts perday in the third quarter of last year. During this quarter, we averaged $0.29per contract based on our NYMEX agreement.

I’ll now take a few minutes to review expenses. Total proforma operating expenses for Q3 were $211 million, up 7% versus $197 millionfor Q3 last year. Comparing to the second quarter of this year on a combinedbasis, expenses were virtually unchanged despite a revenue increase of $75million sequentially.

Compensation expense was up $4.3 million, whilenon-compensation related items were down 4.3. Total compensation relatedexpense increased sequentially from $76 million to $81 million. There are threecomponents of this expense -- salaries and benefits, bonus, and stock-basedcompensation. Salaries and benefits totaled $56 million, down $4 millionsequentially. This was driven by a reduction in headcount beginning in August,which reduced our workforce during the quarter by approximately 130 people.

As of September 30th, the CME Group headcount stands at1,990.

Next, our employee bonus accrual totaled $18 million, up $8million sequentially due to our superior performance during Q3. Our maximumbonus for the year is $47 million and through three quarters, we have expensed$34 million.

Finally, the stock-based portion of compensation was $7million, up $1 million from the prior quarter.

All other expenses totaled $130 million in the thirdquarter, down $4.3 million sequentially. We saw an increase in thevolume-related expenses, specifically license fees, which was offset by areduction in discretionary expense, particularly in marketing and publicrelations, which we expect to return to normal levels in Q4.

Operating margin was 64% on a pro forma basis, our highestquarter ever.

Moving on to the equity and losses of unconsolidatedsubsidiaries, it totaled $3.7 million, basically at similar levels compared tothe past two quarters. We expect the loss to come in at a similar level in thefourth quarter and we will update our 2008 guidance for FX market space when wereport our 2007 year-end financial results.

Our pretax income was $393 million in the quarter, up 68%from the third quarter last year. Net income for the quarter was $236 million,and diluted pro forma EPS was $4.31.

Moving on to the balance sheet, at the end of the secondquarter, we had $1.95 billion in cash and marketable securities. In the thirdquarter, we spent approximately $1.5 billion on the fixed tender, CBOT dividendand ERP payment. As of September 30th, we have $898 million of cash andmarketable securities and short-term debt of $165 million, related to the fixedprice tender offer, resulting in a net cash position of $733 million.

Capital expenditures net of leasehold improvement allowancestotaled $39 million in the third quarter, driven by continued investment in ourtechnology infrastructure and leasehold improvements. We previously gaveguidance for second half CapEx of $95 million to $105 million, which wecontinue to expect, resulting in Q4 CapEx of about $55 million to $65 million.

Including yesterday’s volume, our average daily volume inOctober is approximately 9.2 million contracts, up 14% versus the same period ayear ago.

The financial power inherent in our business model has neverbeen more apparent than it was in this quarter. On a year-over-year basis, proforma revenue grew by $172 million, while expenses rose only $13 million. Thisrepresented incremental margins in excess of 90%.

Our team is very focused on the opportunity to improve onour performance by delivering the merger-related synergies we outlined, whilecontinuing to seek out and deliver on growth opportunities.

With that, we would now like to open up the call for yourquestions.

Question-and-AnswerSession

Operator

(Operator Instructions) Our first question today will come from RichRepetto with Sandler O'Neill.

RichRepetto - Sandler O'Neill

Good morning, guys. I guess, Terry and Craig, the firstquestion is on the arrangements or the agreements you recently signed. Thefirst on is on Korea, what are the -- are the terms similar, sort of theprocessing that you have with NYMEX? And then, the follow-on to that is whatare the big -- having just -- what are the big opportunities besides just Koreado you see in that region, which you acknowledge is important to the growthgoing forward?

Craig S. Donohue

Rich, let me start with that. Obviously this is a somewhatdifferent arrangement than the NYMEX arrangement, in that we are essentiallyfacilitating after-hours from a Korean time zone perspective, matching servicesin the KOSPI 200 futures contract, and so we look at this as primarily anopportunity to expand the Asian based products on the CME Globex platform, andas we mentioned, we’ll be installing a telecommunications hub in Seoul, Korea,so that we can actually make more efficient the connectivity betweenKorea-based investors and the CME Globex platform. Really not just for theKOSPI 200 after hours, but obviously for expanding participation in all of ourother more liquid products on the CME Globex platform, so I would think of itin that fashion rather than as a close comparable to the NYMEX processingarrangement.

With respect to your second question, we are very broadlyfocused on Asia and there are a lot of different and discrete parts to Asia. Ithink you know that we’ve been very active in Japan, China, India, now Koreaand we look at the opportunity set in each of those places as very different.

In addition to that, we have very established marketingcapabilities in places like Singapore and Australia and Hong Kong, and we havean existing telecommunications hub in Singapore, with one coming on as part of our[CFETCH] arrangement in China in Shanghai. So we have a multitude of differentgrowth initiatives throughout Asia.

Rich Repetto -Sandler O'Neill

And I guess -- is it fair to assume that since you aregrowing these after hour volumes on Globex and probably your profitability ofthe revenue capture is going to be greater than say NYMEX?

Craig S. Donohue

I’ll make one comment and ask Jamie to elaborate, butobviously growth in trading volumes during the Asian time zone is veryattractive for us because we have invested in significant processing capabilityand capacity and since the vast majority of trade flows tend to occur duringthe North American and part of the European hours, that’s obviously verypositive for us.

James E. Parisi

I’d agree with that. Clearly we’ve got excess capacity inour evening hours on our current Globex system. The one thing to keep in mindis that there is the up-front costs of establishing a hub and the ongoing costof establishing a hub, which is relatively small in the grand scheme of things.

Rich Repetto -Sandler O'Neill

Okay, I can follow-up with you more after. Just one questionon the financials, Jamie. If you back in, if you take your guidance just onoperating non-GAAP expenses that you put out in September, and you back outwhat you did this quarter, 210.6, that would say that you have expenses -- andI bet you it’s your conservatism, but the midpoint would say you are upsequentially in the 4Q, and I just -- you just went through the employeebonuses. It looks like you are going to, at least on the bonus side, at leastsave $5 million if you max out there. So instead of 18, it would be 13. So I’mjust trying to see -- is there a view that expenses could go up quarter toquarter? When you had a big buy in third quarter, or is it really just theconservatism that you always build in?

James E. Parisi

Rich, we are not updating that guidance, so when you backinto it, it does imply a 214 to 219 for the fourth quarter, using the guidancewe had provided last time. Some things to keep in mind, as I said, marketingexpenses were lower in the third quarter. We do expect those to come back tomore normalized levels in the fourth quarter. We are spending significant -- weare expecting to spend significantly on CapEx in the fourth quarter, if youlook at our guidance there versus what we spent in the third quarter. There’s asignificant amount yet to go, so that will impact depreciation. And then we docontinue to have to spend on consultants and what not as we continue to examinevarious opportunities for the exchange, for example, like you just saw, likewith Brazil and Korea.

Rich Repetto -Sandler O'Neill

Okay. That’s helpful, Jamie. Congrats, guys, on a goodquarter.

Operator

Next we’ll move on to Howard Chen with Credit Suisse.

Howard Chen - CreditSuisse

Good morning, everyone. Congratulations on all theannouncements. Craig, in the past, management’s steered away from buyingpassive stakes in exchange just to own passive stakes. On the BM&Fannouncement, is it fair to say you gain cover with the merits and theopportunities of the commercial agreement alone, aside from the investmentpotential of the equity investment?

Craig S. Donohue

Howard, what we’ve said before is that we are certainlyinterested in equity stakes, as long as they are associated with a commercialarrangement that gives us growth opportunities and revenue opportunities overthe long run, so we think this is a very effective way to partner with theleading South American exchange and to create growth opportunities for us, notjust in new products or in processing services, for example, but to expand useof our current core product by South American and Latin American investors, andso we view the two things as inextricably intertwined, and I think that’s veryconsistent with comments we’ve made on this topic before.

Howard Chen - CreditSuisse

Right, and would you characterize these two agreementannouncements last night as competitive process?

Craig S. Donohue

I don’t really have any particular comments on that, otherthan to say that we at CME Group have been working on the development of bothrelationships with the Korean Exchange, as well as the Brazilian Exchange forquite some time, and I’m not going to make any comments beyond that.

Howard Chen - CreditSuisse

And then, on the KOSPI 200 futures contract, any reason thatCME would not want to also partner with KRX on a similar arrangement with theKOSPI 200 options contract?

Craig S. Donohue

No, there certainly is no reason why would not want to dothat. We have really prided ourselves on establishing effective relationshipsthat can be expanded over time, as we begin to work well with each other andearn each others trust and confidence, and we view this relationship certainlyin that vein.

Howard Chen - CreditSuisse

And maybe a follow-up question on that for Rick, if he’sthere. Would the Globex trading platform have to make any adjustments to takeon the trading of an underlying cash product for KOSPI 200 like the -- ratherthan the --

Rick Redding

Howard, generally in the index option side, those productstend to trade a lot like the options on index products that we currently have,so in the grand scheme of things, no, there’s not that much, especially from afunctionality standpoint, that will be different. Obviously you have somedifferent connectivity due to help people in that part of the world connect tothe system, but again that’s relatively small in the grand scheme.

Howard Chen - CreditSuisse

Thanks, and then a final one for you, Jamie; how do theseagreements change management’s view on capital management and capitalstructure, if at all?

James E. Parisi

Howard, we talked about that a little bit before, thatthat’s the topic that we continue to review with our board on a regular basis.We want to maintain the flexibility in the capital structure and weight thatagainst the desire on some investors’ part to have the capital returns, so weare constantly going through that equation.

Howard Chen - CreditSuisse

Maybe asked another way, I know intra-quarter, Jamie, youmentioned your desire to retain $200 million, $300 million of cash on hand forthe working capital of the business and the safety and soundness of theclearing house. With these transaction announcements, does that change yourviews on the working capital needs of the company?

James E. Parisi

I don’t think that these add significantly to the workingcapital needs of the quarter, and as you point out, we do generate significantcash flow each quarter. So as I said, it’s something that is on the front ofour minds and something we review on a regular basis.

Howard Chen - CreditSuisse

Okay. Thanks so much, everyone.

Operator

Next we’ll move to Niamh Alexander with KBW.

Niamh Alexander - KBW

Good morning. Thanks for taking my questions. Can I go backto the BM&F transaction? In the context of maybe the carbon markets, Iguess I would love to get your perspective on the opportunity for CME. I guessthe BM&F recently held the first auction for carbon markets, but thereseems to be quite a lot of noise and excitement in the futures and thederivatives market, generally. Is this an opportunity for CME? Is it an OTCopportunity? Is it potentially a whole new product area for exchange trading?

Craig S. Donohue

I’ll answer that. I think it absolutely is. Our agreementwith BM&F does call for joint product development in a number of differentareas, but very much in particular, we are going to be focused on theagricultural and commodity markets, as well as the carbon market.

I should point out that BM&F is somewhat of aninteresting exchange in that they trade what we would regard as listedproducts, standardized products, but they also have a significant capabilityand business in the over-the-counter derivatives and cash markets as well, andso we will be very focused on both carbon and commodities and agriculturalproducts with BM&F.

Niamh Alexander - KBW

Thanks, that’s helpful. And is that something that could betraded in the U.S. as well, I assume?

Craig S. Donohue

Certainly, yes.

Niamh Alexander - KBW

And then, if I could go back to the domestic markets, canyou give us an update on the progress at Swapstream? It’s still [inaudible] inthe first quarter, although I think the last update, there were someoperational efficiencies being offered. How has the reception been so far withcustomers when you are kind of introducing this product?

Craig S. Donohue

The product I think you are referring to is cleared swaps,which we will offer in the first quarter of 2008. It’s meeting with goodreceptivity from the clients, looking at a new way to put really interest rateswap products into a centralized clearing model, so we look forward toproviding some more information on that right after the beginning of the year.

Niamh Alexander - KBW

Okay, that’s helpful. Thanks. I’ll get back in the queue.Thank you.

Operator

Next we’ll move on to Mike Vinciquerra with BMO CapitalMarkets.

Mike Vinciquerra -BMO

Thank you. Good morning. My congratulations on the deals inthe quarter as well. I want to follow-up on Howard’s question on the KOSPI. Isthere a particular reason why you started with the futures? It looks to me, ifI’m reading the reports right, that 98% or so of the volume in the KOSPI isrelated to the options and not the futures. Can you just talk about why youstarted with the futures side and if I’m looking at this correctly?

Craig S. Donohue

I’ll address that. I mean obviously, this is the -- and Ithink we mentioned this in the release -- the first time that the KoreanExchange has actually entered into an arrangement like this whereby it’s coreproducts will be traded on another platform as part of an arrangement likethis. So this is the first step of what we hope ultimately will be many steps downthe line that we can take with the Korean Exchange, and this is where we’vechosen to start.

Mike Vinciquerra -BMO

Okay, so kind of a bite-sized portion up front and you’llwork on the operational side and once that goes smoothly, there’s a possibilityfor some expansion here?

Craig S. Donohue

That’s certainly something that we’ll be discussing with ourpartners at the Korean Exchange.

Mike Vinciquerra -BMO

Okay, and then I’m just a little confused on your purchaseof BM&F. You mentioned in your prepared remarks that it’s at a pre-IPOprice, but then in the release, it sounds like it closes after the IPO. Whatprice -- I’m sure there’s an agreed-upon price, but is it at the IPO price thatyou are going to buy in, or how do we look at that?

James E. Parisi

It’s based on our internal analysis as to what it’s worthand there’s a current market that we put -- a current value that we put on it.It’s not necessarily the IPO price.

Mike Vinciquerra -BMO

Very good, and then just one other thing, I guess for Jamieas well; a lot of your clients hit volume thresholds during the quarter, whichobviously gives them a better overall price, and you’ve talked a little bit inthe past about the potential to reevaluate your pricing and where thosethresholds will be because of how high volumes are now. Any thoughts as towhere that’s going and are you going to offer some sort of combined volumepricing with the CBOT and CME products?

James E. Parisi

Pricing is something that we are keenly aware of and we’re lookingat all the time, so it’s something that we’ll be analyzing in the future andwe’ll get back to you when we have something concrete on that.

Mike Vinciquerra -BMO

I figured I’d try. Okay, thanks, guys.

Operator

Next we’ll move on to Chris Allen of Banc of AmericaSecurities.

Chris Allen - Banc ofAmerica

Hey, guys, nice quarter. Just on the BM&F agreement, itseems -- the way I read it is it seems to be exclusive between CME andBM&F. Am I reading that correctly in that there cannot be another crossinvestment by another exchange? And also, in terms of the distributionplatform?

Craig S. Donohue

You are reading that correctly. We have negotiated for theexclusive right as an exchange to provide global order routing and distributionservices into the BM&F exchange for electronic trading purposes. And then,similarly, BM&F has agreed that they will not issue shares to anotherexchange investor in their company.

Chris Allen - Banc ofAmerica

And then, just in terms of -- I know you guys don’t havespecifics, but can you give us a general ballpark in terms of how much activitydo you think is coming from Latin America on your platform right now?

Craig S. Donohue

I would say in keeping with past commentary on questionslike that, Chris, it’s very difficult for us to actually capture higherreliable information in that way in that, as you know, orders flow into theexchange through a multitude of sources, many of which it’s very difficult forus to determine the origin of a particular order. So unfortunately, I can’tprovide you with very much information in that way.

I would say that I think anecdotally and generally, that thevast majority of our business is obviously concentrated in North America,Europe, and then Asia, and Latin America is really I think a developing marketin terms of current business growth, and that’s part of what we find veryexciting about the BM&F arrangement, is that there’s obviously a lot ofbusiness that we could capture there as those markets are developing and openingand maturing.

Chris Allen - Banc ofAmerica

Two quick questions for Jamie; Jamie, just in terms of thetax rate, should there be any changes in terms of what we’re looking at rightnow going forward?

James E. Parisi

Nothing of significance.

Chris Allen - Banc ofAmerica

Okay, and then just on the CapEx, obviously it’s going upthis quarter. I think you mentioned before as to the telecom build-out, someintegration issues. How do we think about a run-rate for ’08 in terms of theCapEx spend?

James E. Parisi

We’ll be providing further guidance on the 2008 CapEx whenwe give the final 2007 results. You can look historically what our CapEx hasbeen. It’s grown steadily over time but it’s come down, actually, as a percentof revenues. So you can look at that and it’s probably likely to fluctuate inthe 5% to 10% range annually in terms of revenues, but we’ll give you furtherguidance on that.

Chris Allen - Banc ofAmerica

Great. Thanks a lot, guys.

Operator

Next we’ll move on to Donald Fandetti with Citigroup.

Donald Fandetti -Citigroup

Craig or Rick, quick question; are you seeing any newopportunities or feeling better about opportunities in the OTC market over thelast six to nine months, whether it’s credit or other areas?

Craig S. Donohue

I’ll start with that and then turn it over to Rick. I thinkin very general terms, as we’ve seen the credit market situation recently, Ithink that it has reinforced the strength of our capabilities in terms of beingable to access immediate liquidity with a transparent pricing mechanism,opposite a multitude of counter-parties versus the single counter-party. Andcertainly in an environment where people are increasingly concerned aboutcredit liquidity and credit risks, counter-party risks, I think in generalterms, market environments like that tend to be very favorable for us and ourbusiness, not just in terms of the core business but also in reinforcing themerits of some of the OTC initiatives that we have, like FX market space andSwapstream.

So in very general and broad terms, I think it’s an overallpositive for us in terms of the requirement that we’ve been working in.

Donald Fandetti -Citigroup

And then just lastly, Rick, I just want to talk brieflyabout open interest. Is that still the best indicator of future volumes? Imean, you’ve been obviously doing a lot of algo trading. How should we thinkabout that going forward?

Rick Redding

You know, I think that’s one of the indicators we look at.It’s not necessarily the best but it is something that we do look at. Itdoesn’t necessarily help you get any insight into a lot of the algorithmictraders, because they typically don’t hold much open interest, but for thingsthat people can observe, it is one thing that we continue to look at, to see whatpeople are doing.

I mean, it gives you some sort of indication about what thehedgers of the world are out there doing.

Donald Fandetti -Citigroup

Thank you.

Operator

Next we’ll move to Jonathan Casteleyn with Wachovia.

Jonathan Casteleyn -Wachovia Capital

Good morning. I was trying to understand the potentialtrading mix at BM&F between electronic and floor-based trading. Is thereany way to understand that?

Craig S. Donohue

I can make some limited and I think fact-based comments onthat. I mentioned during the call earlier that, out of respect for their quietperiod, I’d be somewhat limited in that. But I believe that right now, they arein excess of 60% electronic, without what we call side-by-side trading, meaningthat they have different floor-based and separate electronic trading sessionsin their core products throughout the course of the day and I think roughly60%-plus of total transactions are electronic, and I believe they are in theprocess of implementing, starting with their interest rate products what wecall side-by-side trading, where there would be electronic matching and thesame products happening while they are also trading on the trading floor.

Jonathan Casteleyn -Wachovia Capital

Understood. Okay, that’s very helpful. Thank you. Just aquestion for Jamie -- will that investment sit on the books in marketablesecurities? If so, is it -- will it be based on cost or will you mark it tomarket?

James E. Parisi

It will be based on cost and it will be measured forimpairment on a regular basis.

Jonathan Casteleyn -Wachovia Capital

Okay, and then, I was thinking about the economicconsequence of the ERP rights that you bought from some of the BOT members.Does that effectively give you potential equity in the BOT -- I’m sorry, theCBOE if they go public? If those have been retired and you hold them in-houseat the exchange, do you have a potential equity stake in CBOE?

Craig S. Donohue

I’ll answer that. None of that is certain, in that the classof plaintiffs has not yet been certified and in general terms, that’s notreally why we did what we did. We intended to obviously have that structure bepart of solving the various shareholder issues we were trying to solve as partof our merger agreement with the CBOT, and secondly, we’ve made a commitment tofund that litigation and to try to be helpful to the class plaintiffs, who arepeople who hold, generally speaking, the CBOT stock are now CME Group stock,along with their memberships and along with their ERP interests. I think wesaid consistently that our intention would be to help facilitate the assemblyof all the component parts that may be necessary at some point to participatein any litigation or settlement outcome of the case.

Jonathan Casteleyn -Wachovia Capital

Understood. Okay, that’s interesting. And I’m going to beblunt about this but I just -- I wanted to ask anyway and I’m hoping that maybeRick can think out loud. I’m just wondering, do we expect a volume bump withthe Globex consolidation? I’m just hoping maybe you can just think out loud asto why or why not.

Rick Redding

I think one thing is clear about Globex, is the performanceof Globex is something that I think most of our clients view as superior,especially when you look to the algorithmic traders. Any kind of speed andperformance definitely helps their volume and their strategies, because if theycan get market data back faster out of the system, it helps drive their bottlesto send them more signals to trade.

Jonathan Casteleyn -Wachovia Capital

Okay, that makes sense. And then my last question, again forRick, is we all have our methodologies for trying to understand de-levering inthe market. There is dislocation out there, especially in our business on WallStreet. I’m just wondering, outside of seg funds and open interest, what do youlook at to try to understand what CME traders, if they are walking away, ifthey are getting more active or not as far as addressing the potential impactof de-levering in the credit markets?

Rick Redding

I think whenever you have market dislocations like this, Ithink it makes people really think about liquidity and the safety of where theyare trading, so one of the things that we observe and a lot of the people do onsales calls is a lot more questions about how the CCP and how the -- really thesafeguards of the system work. That is something I think that we’ve seen a lotmore in the last couple of weeks, or last couple of months, sorry, than we’veseen in quite some time, because people really do focus on that.

The second piece of that though that’s a little more subtleis because people crave liquidity at these times, as Craig mentioned earlier,that anonymity on the front-end of the trading becomes even more important tothem because they really want to move in these markets pretty nimbly.

Jonathan Casteleyn -Wachovia Capital

Understood. Excellent. Thank you very much.

Operator

Next we’ll move on to Edward Ditmire with Fox-Pitt, Kelton.

Edward Ditmire -Fox-Pitt, Kelton

Good morning, guys. This question is for Jamie -- have youkind of updated any thoughts on what you think in the longer term is anappropriate kind of debt equity mix at CME? And are kind of in the shorterterm, developments in the credit markets influencing the discussions around capitalmanagement?

James E. Parisi

As I said, it’s an ongoing discussion. I think in the verylong run, a business like CME could potentially have a very thin sliver of debton its balance sheets, and I’ve said that all along. I don’t know what else toadd there for you, Ed. Sorry.

Edward Ditmire -Fox-Pitt, Kelton

Okay, thanks.

Operator

Next we’ll move on to Rob Rutschow with Deutsche Bank.

Rob Rutschow -Deutsche Bank

Good morning, guys. I’m wondering if you can elaborate onyour capacity to increase the rates per contract going forward, and if you haveany changes in your thoughts there?

Craig S. Donohue

I think the most that I would say there is that obviouslywe’ve been very focused on keeping the cost of trading very low for customersand we think that that’s been very helpful in actually stimulating more tradingactivity, increased volumes and revenue and earnings growth. So that’s pointnumber one.

I think point number two is that we just don’t really managethe business that way, in the sense that we have very highly differentiatedpricing across all of our different asset classes and products and customersand different kinds of incentives, and so we just don’t look at it and sayperiodically, we ought to raise the rate for contracts just because we can. Weare always looking at the competitive circumstances of each of our products,whether that’s with regard to cash markets or options markets or OTC markets orother futures market products that might be highly correlated. And it’s drivenby that competitive assessment and obviously overall market conditions.

James E. Parisi

You know, the other thing to think about too is just interms of the average rate, some favorable factors for us are the continuedelectronification of the AG market and the potentially higher mix of FX in theoverall business, and then migration of the Euro dollar options gets us ahigher rate per contract.

Rob Rutschow -Deutsche Bank

Okay, and is there any reason to believe that the year-endtrends might be a little different this year versus historically? Do you haveany new, big algorithmic traders coming on the system, or any other factorsthat might drive volumes higher in November and December?

Rick Redding

Volumes are always hard to forecast and --

Craig S. Donohue

Rick is thinking out loud right now.

Rick Redding

Market conditions also play a part. I mean, the one thing istypically in the fourth quarter, you do have some holiday activity that affectsthe volumes, but typically look at our third quarter this year. TypicallyAugust volumes slowed down because of holidays and Europeans going on vacation,but that’s just very difficult to look at and generalize about.

Rob Rutschow -Deutsche Bank

Okay. Can you give us a little bit more detail on whathappens to the share count with the BM&F purchase or investment, andwhether you have any sort of accretion or dilution estimates from that?

James E. Parisi

As we said in the press release, it’s about a 2% -- they’retaking about a 2% stake, so if it’s a stock-for-stock, it’s basically a 2%increase, roughly, in the share count.

Rob Rutschow -Deutsche Bank

And no estimates on accretion or dilution?

James E. Parisi

Just on the purchase itself, it’s going to -- the investmentwill be booked and we are not going to recognize any income in the -- unlessthere’s a dividend from them, but other than that, there won’t be any incomerecognized from the investment in the interim period, so purely on anaccounting standpoint from the investment itself, it would be dilutive butthere’s also the commercial arrangements and other potential there, so wehaven’t put any numbers out on that yet.

Rob Rutschow -Deutsche Bank

Okay, and if I could ask one more; could you size theincrease in depreciation that you are looking for? And I missed it, if you canjust tell us what the cost saves were again this quarter, related to CBOT?

James E. Parisi

Sorry, the increase in depreciation resulting from?

Rob Rutschow -Deutsche Bank

I think you said that you were going to make some CapExinvestments going forward and that that would drive a higher depreciation.

James E. Parisi

I was just commenting that depreciation is likely to behigher in the fourth quarter, because of the increased CapEx. We haven’tprovided any specific guidance on that.

Rob Rutschow -Deutsche Bank

Okay, and I’m sorry, what were the cost saves this quarter?

James E. Parisi

Synergies were somewhere in the neighborhood of $10 million.That means we’ve got another $140 million to go.

Rob Rutschow - DeutscheBank

Okay, great. Thank you.

Operator

And our final question today will come from Ken Worthingtonwith JP Morgan.

Ken Worthington - JPMorgan

Good morning. Some thoughts on BM&F. Is order routing afirst step to order processing?

Craig S. Donohue

You know, Ken, I think that remains to be seen. I mean, theBM&F exchange, as I mentioned already, is already significantly electronic.They are also developing the next generation electronic trading platform fortheir business and so, I can’t really say that I think that that will be anoutcome of our agreement. We certainly are in that business but right now, weare focused on the other areas that I mentioned, which are global order routingand distribution, collateral management, joint product development, et cetera.

Ken Worthington - JPMorgan

And some of BM&F, their products are complementary andsome of them are competing. How does your agreement, or does your agreementaccount for areas where they have products that are similar to yours?

Craig S. Donohue

First of all, let me just point out that for the most part,there isn’t a lot of product overlap in the directly competitive or substitutesense, so there is a tremendous amount of complementarities, in fact, betweentheir products and ours. Obviously because we are going to be collaborating inthe way that we are with our respective customer bases and distribution fromthem to us and from us to them, there are certain provisions of our agreementthat restrict our ability to lift each other’s current products. But for themost part, we are going to be looking to collaborate in the development of newproducts that will hopefully expand customer activity in both of our markets.

Ken Worthington - JPMorgan

Lastly, they’ve got a small FX spot business. Any connectionto FX market space?

Craig S. Donohue

None yet that we’ve discussed. They are obviously a verysignificant cash market and settlement facility in foreign exchange with theBrazilian Real opposite other currencies, so that’s an area for futurediscussion.

Ken Worthington - JPMorgan

Great. Thank you very much.

Operator

That will conclude the question-and-answer session. At thistime, I would like to turn the call back over to Craig Donohue for anyadditional or closing remarks.

Craig S. Donohue

Thank you very much. On behalf of all of my colleagues here,we appreciate your joining us this morning and we look forward to talking withyou next quarter.

Operator

That will conclude today’s conference. We thank you for yourparticipation.

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Source: CME Group Q3 2007 Earnings Call Transcript

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