Table	of	Contents

# SECURITIES	AND	EXCHANGE	COMMISSION

# (Mark	One)

ANNUAL	REPORT	PURSUANT	TO	SECTION	13	OR	15(d)	OF	THE	SECURITIES	EXCHANGE	ACT	OF	1934

For	the	Fiscal	Year	Ended	December	31,	2010

¨ TRANSITION	REPORT	PURSUANT	TO	SECTION	13	OR	15(d)	OF	THE	SECURITIES	EXCHANGE	ACT	OF	1934

# CME	GROUP	INC.

(Exact	name	of	registrant	as	specified	in	its	charter)

Delaware

(State	or	Other	Jurisdiction	of Incorporation	or	Organization)

20	South	Wacker	Drive,	Chicago,	Illinois

(Address	of	Principal	Executive	Offices)

(IRS	Employer Identification	No.)

(Zip	Code)

Registrant's	telephone	number,	including	area	code:	(312)	930-1000

Securities	registered	pursuant	to	Section	12(b)	of	the	Act:

Title	Of	Each	Class

Class	A	Common	Stock	$0.01	par	value

NASDAQ	GLOBAL	SELECT	MARKET

(including	rights	to	acquire	Series	A	Junior	Participating

Preferred	Stock	pursuant	to	our	rights	plan)

Securities	registered	pursuant	to	Section	12(g)	of	the	Act:	Class	B	common	stock,	Class	B-1,	$0.01	par	value;	Class	B	common	stock,	Class	B-2,	$0.01	par	value;	Class B	common	stock,	Class	B-3,	$0.01	par	value;	and	Class	B	common	stock,	Class	B-4,	$0.01	par	value	(in	each	case,	including	rights	to	acquire	Series	A	Junior Participating	Preferred	Stock	pursuant	to	our	rights	plan).

Indicate	by	check	mark	if	the	registrant	is	a	well-known	seasoned	issuer,	as	defined	in	Rule	405	of	the	Securities	Act.				Yes		x				No		¨

Indicate	by	check	mark	if	the	registrant	is	not	required	to	file	reports	pursuant	to	Section	13	or	Section	15(d)	of	the	Act.				Yes		¨				No		x

Indicate	by	check	mark	whether	the	registrant:	(1)	has	filed	all	reports	required	to	be	filed	by	Section	13	or	15(d)	of	the	Securities	Exchange	Act	of	1934	during	the preceding	12	months	(or	for	such	shorter	period	that	the	registrant	was	required	to	file	such	reports),	and	(2)	has	been	subject	to	such	filing	requirements	for	the	past	90 days.				Yes		x				No		¨

Indicate	by	check	mark	whether	the	registrant	has	submitted	electronically	and	posted	on	its	corporate	website,	if	any,	every	Interactive	Data	File	required	to	be submitted	and	posted	pursuant	to	Rule	405	of	Regulation	S-T	(§232.405	of	this	chapter)	during	the	preceding	12	months	(or	for	such	shorter	period	that	the	registrant	was required	to	submit	and	post	such	files).				Yes		x				No		¨

Indicate	by	check	mark	if	disclosure	of	delinquent	filers	pursuant	to	Item	405	of	Regulation	S-K	(§229.405	of	this	chapter)	is	not	contained	herein,	and	will	not	be contained,	to	the	best	of	registrant's	knowledge,	in	definitive	proxy	or	information	statements	incorporated	by	reference	in	Part	III	of	this	Form	10-K	or	any	amendment to	this	Form	10-K.		¨

Indicate	by	check	mark	whether	the	registrant	is	a	large	accelerated	filer,	an	accelerated	filer,	a	non-accelerated	filer,	or	a	smaller	reporting	company.	See	definitions	of "large	accelerated	filer,"	"accelerated	filer"	and	"smaller	reporting	company"	in	Rule	12b-2	of	the	Exchange	Act	(Check	one):

Large	accelerated	filer		x

Non-accelerated	filer				¨

(do	not	check	if	a	smaller	reporting	company)

		 Smaller	reporting	company		¨

Indicate	by	check	mark	whether	the	registrant	is	a	shell	company	(as	defined	in	Rule	12b-2	of	the	Exchange	Act).				Yes		¨				No		x

The	aggregate	market	value	of	the	voting	stock	held	by	non-affiliates	of	the	registrant	as	of	June	30,	2010,	was	approximately	$18.4	billion	(based	on	the	closing	price per	share	of	CME	Group	Inc.	Class	A	common	stock	on	the	NASDAQ	Global	Select	Market	(NASDAQ)	on	such	date).	The	number	of	shares	outstanding	of	each	of	the registrant's	classes	of	common	stock	as	of	February	16,	2011	was	as	follows:	67,049,401	shares	of	Class	A	common	stock,	$0.01	par	value;	625	shares	of	Class	B common	stock,	Class	B-1,	$0.01	par	value;	813	shares	of	Class	B	common	stock,	Class	B-2,	$0.01	par	value;	1,287	shares	of	Class	B	common	stock,	Class	B-3,	$0.01 par	value;	and	413	shares	of	Class	B	common	stock,	Class	B-4,	$0.01	par	value.

# DOCUMENTS	INCORPORATED	BY	REFERENCE:

Documents

Portions	of	the	Company's	Proxy	Statement	for	the	2011	Annual	Meeting	of

Shareholders

Form	10-K	Reference Part	III

# ANNUAL	REPORT	ON	FORM	10-K

# INDEX

# PART	I

# Certain	Terms

All	references	to	"options"	or	"options	contracts"	in	the	text	of	this	document	refer	to	options	on	futures	contracts.

Unless	otherwise	indicated,	references	to	CME	Group	Inc.	(CME	Group)	products	include	references	to	exchange-traded	products	on	one	of	its	regulated	exchanges: Chicago	Mercantile	Exchange	Inc.	(CME),	Board	of	Trade	of	the	City	of	Chicago,	Inc.	(CBOT),	New	York	Mercantile	Exchange,	Inc.	(NYMEX)	and	Commodity Exchange,	Inc.	(COMEX).	Products	listed	on	these	exchanges	are	subject	to	the	rules	and	regulations	of	the	particular	exchange	and	the	applicable	rulebook	should	be consulted.	Unless	otherwise	indicated,	references	to	NYMEX	include	its	subsidiary,	COMEX.

Further	information	about	CME	Group	and	its	products	can	be	found	at	http://www.cmegroup.com.	Information	made	available	on	our	Web	site	does	not	constitute	a part	of	this	Annual	Report	on	Form	10-K.

# Information	about	Trading	Volume	and	Average	Rate	per	Contract

All	amounts	regarding	trading	volume	and	average	rate	per	contract	exclude	our	TRAKRS,	HuRLO,	Swapstream,	credit	default	swaps	and	interest	rate	swaps.

# Trademark	Information

CME	Group	is	a	trademark	of	CME	Group	Inc.	The	Globe	logo,	CME,	Chicago	Mercantile	Exchange,	Globex	and	E-mini	are	trademarks	of	Chicago	Mercantile Exchange	Inc.	CBOT	and	Chicago	Board	of	Trade	are	trademarks	of	Board	of	Trade	of	the	City	of	Chicago,	Inc.	NYMEX,	New	York	Mercantile	Exchange	and ClearPort	are	trademarks	of	New	York	Mercantile	Exchange,	Inc.	Dow	Jones	and	Dow	Jones	Indexes	are	service	marks	of	Dow	Jones	Trademark	Holdings,	LLC,	and have	been	licensed	to	CME	Index	Services	LLC.	All	other	trademarks	are	the	property	of	their	respective	owners.

# FORWARD-LOOKING	STATEMENTS

From	time	to	time,	in	this	Annual	Report	on	Form	10-K	as	well	as	in	other	written	reports	and	verbal	statements,	we	discuss	our	expectations	regarding	future performance.	These	forward-looking	statements	are	identified	by	their	use	of	terms	and	phrases	such	as	"believe,"	"anticipate,"	"could,"	"estimate,"	"intend,"	"may," "plan,"	"expect"	and	similar	expressions,	including	references	to	assumptions.	These	forward-looking	statements	are	based	on	currently	available	competitive,	financial and	economic	data,	current	expectations,	estimates,	forecasts	and	projections	about	the	industries	in	which	we	operate	and	management's	beliefs	and	assumptions.	These statements	are	not	guarantees	of	future	performance	and	involve	risks,	uncertainties	and	assumptions	that	are	difficult	to	predict.	Therefore,	actual	outcomes	and	results may	differ	materially	from	what	is	expressed	or	implied	in	any	forward-looking	statements.	We	want	to	caution	you	not	to	place	undue	reliance	on	any	forward-looking statements.	We	undertake	no	obligation	to	publicly	update	any	forward-looking	statements,	whether	as	a	result	of	new	information,	future	events	or	otherwise.	Among the	factors	that	might	affect	our	performance	are:

•increasing	competition	by	foreign	and	domestic	entities,	including	increased	competition	from	new	entrants	into	our	markets	and	consolidation	of	existing entities;

•our	ability	to	keep	pace	with	rapid	technological	developments,	including	our	ability	to	complete	the	development,	implementation	and	maintenance	of	the enhanced	functionality	required	by	our	customers;

•our	ability	to	continue	introducing	competitive	new	products	and	services	on	a	timely,	cost-effective	basis,	including	through	our	electronic	trading capabilities,	and	our	ability	to	maintain	the

competitiveness	of	our	existing	products	and	services,	including	our	ability	to	provide	effective	services	to	the	over-the-counter	market;

•our	ability	to	adjust	our	fixed	costs	and	expenses	if	our	revenues	decline;

•our	ability	to	generate	revenues	from	our	processing	services;

•our	ability	to	maintain	existing	customers,	develop	strategic	relationships	and	attract	new	customers;

•our	ability	to	expand	and	offer	our	products	in	non-U.S.	jurisdictions;

•changes	in	domestic	and	non-U.S.	regulations;

•changes	in	government	policy,	including	policies	relating	to	common	or	directed	clearing	and	changes	as	a	result	of	legislation	stemming	from	the implementation	of	the	Dodd-Frank	Act;

•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	the	growth	of	electronic	trading,	the	state	of	the	overall	economy or	declines	in	subscriptions;

•changes	in	our	rate	per	contract	due	to	shifts	in	the	mix	of	the	products	traded,	the	trading	venue	and	the	mix	of	customers	(whether	the	customer	receives member	or	non-member	fees	or	participates	in	one	of	our	various	incentive	programs)	and	the	impact	of	our	tiered	pricing	structure;

•the	ability	of	our	financial	safeguards	package	to	adequately	protect	us	from	the	credit	risks	of	clearing	members;

•the	ability	of	our	compliance	and	risk	management	methods	to	effectively	monitor	and	manage	our	risks,	including	our	ability	to	prevent	errors	and misconduct;

•changes	in	price	levels	and	volatility	in	the	derivatives	markets	and	in	underlying	fixed	income,	equity,	foreign	exchange,	interest	rate	and	commodities markets;

•economic,	political	and	market	conditions,	including	the	volatility	of	the	capital	and	credit	markets	and	the	impact	of	economic	conditions	on	the	trading activity	of	our	current	and	potential	customers	stemming	from	the	financial	crisis	that	began	in	2008	and	any	other	future	crises;

•our	ability	to	accommodate	increases	in	trading	volume	and	order	transaction	traffic	without	failure	or	degradation	of	the	performance	of	our	trading	and clearing	systems;

•our	ability	to	execute	our	growth	strategy	and	maintain	our	growth	effectively;

•our	ability	to	manage	the	risks	and	control	the	costs	associated	with	our	acquisition,	investment	and	alliance	strategy;

•our	ability	to	continue	to	generate	funds	and/or	manage	our	indebtedness	to	allow	us	to	continue	to	invest	in	our	business;

•industry	and	customer	consolidation;

•decreases	in	trading	and	clearing	activity;

•the	imposition	of	a	transaction	tax	or	user	fee	on	futures	and	options	on	futures	transactions	and/or	repeal	of	the	60/40	tax	treatment	of	such	transactions;

•the	unfavorable	resolution	of	material	legal	proceedings;	and

•the	seasonality	of	the	futures	business.

For	a	detailed	discussion	of	these	and	other	factors	that	might	affect	our	performance,	see	Item	1A.	of	this	Report.

# ITEM	1. BUSINESS

# GENERAL	DEVELOPMENT	OF	BUSINESS

Building	on	the	heritage	of	its	futures	exchanges	(CME,	CBOT,	NYMEX	and	COMEX),	CME	Group	serves	the	risk	management	and	investment	needs	of	customers around	the	globe.

CME	was	founded	in	1898	as	a	not-for-profit	corporation.	In	2000,	CME	demutualized	and	became	a	shareholder-owned	corporation.	As	a	consequence,	we	adopted	a for-profit	approach	to	our	business,	including	strategic	initiatives	aimed	at	optimizing	trading	volume,	efficiency	and	liquidity.	In	2002,	Chicago	Mercantile	Exchange Holdings	Inc.	(CME	Holdings)	completed	its	initial	public	offering	of	its	Class	A	common	stock,	which	is	listed	on	the	NASDAQ	Global	Select	Market	under	the symbol	"CME".

In	2007,	CME	Holdings	merged	with	CBOT	Holdings,	Inc.	and	was	renamed	CME	Group.	In	connection	with	the	merger,	we	acquired	the	CBOT	exchange.	CBOT	is	a leading	marketplace	for	trading	agricultural	and	U.S.	Treasury	futures	as	well	as	options	on	futures.	In	2008,	we	acquired	Credit	Market	Analysis	Limited	and	its	three subsidiaries	(collectively,	CMA).	CMA	is	a	provider	of	credit	derivatives	market	data.	Also	in	2008,	we	merged	with	NYMEX	Holdings	and	acquired	NYMEX	and COMEX,	its	wholly-owned	subsidiaries.	NYMEX	customers	primarily	trade	energy	futures	and	options	contracts,	including	contracts	for	crude	oil,	natural	gas,	heating oil	and	gasoline,	as	well	as	over-the-counter	energy	transactions	cleared	through	CME	ClearPort.	COMEX	customers	trade	metal	futures	and	options	contracts, including	contracts	for	gold,	silver	and	copper.	In	March	2010,	CME	Group	entered	into	a	joint	venture	with	Dow	Jones	to	create	CME	Group	Index	Services,	in	which we	own	a	90%	stake	and	Dow	Jones	owns	a	10%	stake.	CME	Group	Index	Services	is	the	owner	of	the	Dow	Jones	Indexes,	which	includes	The	Dow	Jones	Industrial Average	and	approximately	130,000	index	properties.	In	December	2010,	the	Financial	Services	Authority	of	the	United	Kingdom	(FSA)	approved	CME	Clearing Europe	as	a	Recognised	Clearing	House.	CME	Clearing	Europe	is	our	wholly-owned	subsidiary	that	was	established	in	London	to	offer	multi-asset	class	over-the- counter	clearing	services.	This	non-U.S.	based	clearing	house	builds	on	our	European	presence	and	further	extends	the	geographical	reach	of	our	clearing	services.	Also in	December	2010,	we	acquired	Elysian	Systems	Ltd.	(Elysian),	an	independent	provider	of	electronic	trading	and	market	technology.

As	the	ultimate	parent	company	of	four	futures	exchanges	and	our	clearing	house,	our	business	has	historically	been	subject	to	the	extensive	regulation	of	the Commodity	Futures	Trading	Commission	(CFTC).	As	a	result	of	our	global	operations,	we	are	also	subject	to	the	rules	and	regulations	of	the	local	jurisdictions	in	which we	conduct	business,	including	the	FSA	based	on	our	offering	of	various	CME	Group	products	and	services	to	European	customers	and	the	operation	of	CME	Clearing Europe,	and	the	Securities	and	Exchange	Commission	(SEC)	in	connection	with	our	offering	of	clearing	services	for	security-based	swaps.

Our	principal	executive	offices	are	located	at	20	South	Wacker	Drive,	Chicago,	Illinois	60606,	and	our	telephone	number	is	312-930-1000.

# FINANCIAL	INFORMATION	ABOUT	INDUSTRY	SEGMENTS

The	company	reports	the	results	of	its	operations	as	one	reporting	segment	primarily	comprised	of	CME,	CBOT,	NYMEX	and	COMEX	exchanges.	The	remaining operations	do	not	meet	the	thresholds	for	reporting	separate	segment	information.

# NARRATIVE	DESCRIPTION	OF	BUSINESS

CME	Group	offers	the	widest	range	of	global	benchmark	products	across	all	major	asset	classes	based	on	interest	rates,	equity	indexes,	foreign	exchange,	energy, agricultural	commodities,	metals,	weather	and	real	estate.	CME	Group	brings	buyers	and	sellers	together	through	the	CME	Globex	electronic	trading	platform	across	the globe	and	our	open	outcry	trading	facilities	in	Chicago	and	New	York	City.	CME	Group	also	operates	CME	Clearing,

one	of	the	largest	central	counterparty	clearing	services	in	the	world,	which	provides	clearing	and	settlement	services	for	exchange-traded	contracts,	as	well	as	for cleared	over-the-counter	derivatives	transactions.	CME	Clearing	applies	robust	risk	management	standards	and	applicable	CFTC	customer	protection	standards	for exchange-traded	products	and	cleared	over-the-counter	derivatives.	Clearing	member	firms	are	continually	monitored	and	audited	for	their	outstanding	risk,	capital adequacy	and	compliance	with	customer	protection	rules	and	regulations.	CME	Clearing	utilizes	a	combination	of	risk	management	capabilities	to	assess	clearing	firm and	account	exposure	levels	for	all	asset	classes	24	hours	a	day	throughout	the	trading	week.	Finally,	we	offer	a	wide	range	of	market	data	services—including	live quotes,	delayed	quotes,	market	reports	and	a	comprehensive	historical	data	service	and	have	expanded	into	the	index	services	business	through	our	new	joint	venture with	Dow	Jones.

# Our	Competitive	Strengths

CME	Group	offers	a	number	of	key	differentiating	elements	that	set	it	apart	from	its	competitors,	including:

Highly	Liquid	Markets—Our	listed	markets	provide	an	effective	and	transparent	forum	for	our	customers	to	manage	their	risk	and	meet	their	investment	needs	relating to	our	markets.	We	believe	that	our	customers	choose	to	trade	on	our	centralized	market	due	to	its	liquidity	and	transparency.	Market	liquidity,	or	the	ability	of	a	market to	absorb	the	execution	of	large	purchases	or	sales	quickly	and	efficiently,	is	key	to	attracting	customers	and	contributing	to	a	market's	success.

Most	Diverse	Product	Line—Our	products	provide	a	means	for	hedging,	speculation	and	asset	allocation	relating	to	the	risks	associated	with,	among	other	things,	interest rate	sensitive	instruments,	equity	ownership,	changes	in	the	value	of	foreign	currency,	credit	risk	and	changes	in	the	prices	of	commodities.	The	estimated	percentage	of clearing	and	transaction	fees	revenue	contributed	by	each	product	line	is	as	follows:

| Product	Line | 2010 | 2009 | 2008 |
| :--- | :--- | :--- | :--- |
| Interest\trate | \t 27% | \t 26% | \t 38% |
| Equity | \t 21 | \t 24 | \t 32 |
| Foreign\texchange | 7 | 6 | 7 |
| Agricultural\tcommodity | \t 12 | \t 10 | \t 12 |
| Energy | \t 27 | \t 29 | \t 10 |
| Metal | 6 | 5 | 1 |

The	breadth	and	diversity	of	our	product	line	is	beneficial	to	our	overall	performance	when	an	individual	product	line	is	impacted	by	macroeconomic	factors.	For example,	the	impact	to	our	interest	rate	product	line	due	to	the	credit	crisis	and	the	Federal	Reserve	Bank's	zero	interest	rate	policy	was	partially	offset	by	trading volume	in	our	other	product	lines.

Our	products	are	traded	through	the	CME	Globex	electronic	trading	platform,	our	open	outcry	auction	markets	in	Chicago	and	New	York	City	and	through	privately negotiated	transactions	that	we	clear.	The	estimated	percentage	of	clearing	and	transaction	fees	revenue	contributed	by	each	trading	venue	is	as	follows:

| Trading	Venue | 2010 | 2009 | 2008 |
| :--- | :--- | :--- | :--- |
| Electronic | \t 74% | \t 72% | \t 76% |
| Open\toutcry | \t 10 | \t 11 | \t 14 |
| Privately\tnegotiated | 5 | 5 | 6 |
| CME\tClearPort\t(OTC) | \t 11 | \t 12 | 4 |

Our	products	generate	valuable	information	regarding	trading	activity.	We	distribute	our	market	data	over	the	CME	market	data	platform	directly	to	our	electronic trading	customers	as	part	of	their	access	to	our	markets	and

to	quote	vendors	who	consolidate	our	market	data	with	that	from	other	exchanges,	other	third-party	data	providers	and	news	sources,	and	then	resell	their	consolidated data.	The	estimated	contributions	of	our	market	data	and	information	services	products	based	on	percentage	of	total	revenue	over	the	last	three	years	was	11%	in	2010, 13%	in	2009	and	11%	in	2008.

We	believe	our	new	joint	venture	with	Dow	Jones,	entered	into	in	March	2010,	will	allow	us	to	expand	our	index	and	market	data	offerings	providing	for	further	revenue diversification	and	will	allow	us	to	reach	new	customers	in	both	the	institutional	and	retail	market	segments.	In	2010,	we	derived	2%	of	our	revenues	from	the	business acquired	from	Dow	Jones.

Safety	and	Soundness	of	our	Markets—We	understand	the	importance	of	ensuring	that	our	customers	are	able	to	manage	and	contain	their	trading	risks.	As	the	markets and	the	economy	have	evolved,	we	have	worked	to	adapt	our	clearing	services	to	meet	the	needs	of	our	customers.	We	believe	security	can	best	be	delivered	to	the marketplace	through	adherence	to	the	following	key	principles:

•transparency;

•competition;

•separation	of	trading	counterparties	from	clearing	counterparties;

•	 market	regulation	to	discourage	and	address	improper	behavior;

•daily	mark-to-market	to	limit	the	accumulation	of	losses;

•comprehensive	program	of	proactive	risk	management	policies	and	practices;

•effective	and	robust	customer	protections	in	the	case	of	a	clearing	member	default;	and

•central	counterparty	clearing	that	guarantees	performance	of	exchange-traded	and	cleared	over-the-counter	derivatives.

We	own	and	operate	our	own	clearing	house	within	our	CME	exchange.	In	addition,	the	FSA	approved	CME	Clearing	Europe	as	a	Recognised	Clearing	House.	We expect	CME	Clearing	Europe	to	launch	in	the	first	half	of	2011.

Our	integrated	clearing	function	is	designed	to	ensure	the	safety	and	soundness	of	our	markets.	Our	clearing	services	protect	the	financial	integrity	of	our	markets	by serving	as	the	counterparty	to	every	trade,	becoming	the	buyer	to	each	seller	and	the	seller	to	each	buyer,	and	limiting	credit	risk.	The	clearing	house	is	responsible	for settling	trading	accounts,	clearing	trades,	collecting	and	maintaining	performance	bond	funds,	regulating	delivery	and	reporting	trading	data.	CME	Clearing	marks	open positions	to	market	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.	For	select	product	offerings	with	newer	markets,	positions	are	marked-to-market	daily,	with	the	capacity	to	mark-to-market	more	frequently	as market	conditions	warrant.	We	also	offer	clearing	services	through	CME	ClearPort,	a	comprehensive	set	of	flexible	clearing	services	for	the	global	over-the-counter market	backed	by	CME	Clearing.	See	"Item	7A.	Quantitative	and	Qualitative	Disclosures	About	Market	Risk,"	beginning	on	page	62	and	"Item	1A.	Risk	Factors," beginning	on	page	18,	for	more	information	on	our	financial	safeguards	package	and	the	associated	credit	risks	related	to	our	clearing	services.

Superior	Trading	Technology	and	Distribution—We	strive	to	provide	the	most	flexible	architecture	in	terms	of	bringing	new	technology,	innovations	and	solutions	to the	market.	Our	CME	Globex	electronic	trading	platform	is	accessible	nearly	24	hours	a	day	throughout	the	trading	week.	In	2010,	83%	of	our	trading	volume	was conducted	electronically.

# Our	platform	offers:

•high	speed	execution;

•vast	capabilities	to	facilitate	complex	and	demanding	trading;

•direct	market	access;

•fairness,	transparency	and	anonymity;	and

•global	distribution,	including	connection	through	high-speed	international	telecommunications	hubs	in	key	financial	centers	in	Europe,	Asia	and	Latin America.

In	2010,	we	also	announced	service	offerings	for	co-location	to	be	available	at	our	new	data	center	facility,	which	houses	our	trading	match	engines	for	all	products traded	on	the	CME	Globex	platform.	The	service	will	launch	in	early	2012	and	will	provide	the	lowest	latency	connection	for	our	customers.	The	offering	is	made available	to	all	customers	on	equal	terms.

# Our	Strategic	Initiatives

The	following	is	a	description	of	our	strategic	initiatives:

Leading	Core	Business	Innovation—We	plan	to	continue	to	launch	new	products,	expand	on	the	strength	of	our	existing	benchmark	products	and	enhance	our	customer relations	to	allow	us	to	further	cross-sell	our	products.	For	example,	in	2010,	we	launched	over	200	new	products,	which	included	the	expansion	of	our	existing	product lines	by	among	other	things	launching	our	Ultra-long	Bond	Treasury	futures	and	options	and	our	On-the-Run	Treasury	futures	products.	These	products	create	an	array of	new	trading	opportunities	for	our	market	participants	as	well	as	provide	new	tools	for	our	customers	who	lack	easy	access	to	the	U.S.	Treasury	securities	and	repo markets.

Globalizing	our	Company	and	our	Business—Our	goal	is	to	expand	and	diversify	our	customer	base	worldwide	and	offer	customers	around	the	world	the	most	broadly diversified	portfolio	of	benchmark	products.	We	are	focusing	on	core	growth	in	global	markets	because	we	believe	that	Asia,	Latin	America,	and	other	emerging	markets will	experience	superior	economic	and	financial	markets	growth	over	the	next	decade	compared	with	the	more	mature	North	American	and	European	markets.

Many	of	our	products	are	global	benchmarks	that	appeal	to	customers	both	domestically	and	internationally.	In	2010,	we	supplemented	our	foreign	product	suite	with the	addition	of	the	Nifty	50	E-Micro	and	E-mini	futures,	the	U.S.	Dollar	Denominated	Crude	Palm	Oil	futures,	FX	$Index	futures	and	an	expanded	suite	of	energy products	based	on	European	and	Asian	price	assessments.	To	further	enhance	our	customers'	trading	opportunities,	we	have	partnered	with	leading	exchanges	around the	world	to	make	their	products	available	on	or	through	our	CME	Globex	platform	and	network.	These	arrangements	allow	our	customers	to	access	five	of	the	world's most	actively	traded	equity	futures	contracts—Brazilian	iBovespa	index	futures,	Korean	Kospi	200	index	futures,	Indian	Nifty	50	index	futures,	Japanese	Nikkei	225 index	futures	and	will	include	the	Mexican	IPC	index	futures	as	a	result	of	our	linkage	with	Bolsa	Mexicana	de	Volares.	Additionally,	in	2010,	we	expanded	on	our existing	strategic	partnership	with	BM&FBOVESPA	pursuant	to	which	we	will	develop	a	new	multi-asset	class	electronic	trading	platform	that	will	be	deployed	by BM&FBOVESPA	for	use	in	its	own	cash	equities	and	derivatives	markets,	and	both	of	us	will	have	the	ability	to	license	the	platform	to	other	exchanges	internationally. These	relationships	were	in	addition	to	our	existing	key	strategic	relationships	with	Bursa	Malaysia	Derivatives,	Dubai	Mercantile	Exchange,	Johannesburg	Stock Exchange,	the	Green	Exchange	and	Singapore	Exchange.	These	partnerships	allow	us	to	accelerate	our	market	penetration,	expand	our	customer	reach,	and	develop product	sales	channels	with	local	brokers.

CME	Clearing	Europe,	based	in	London,	is	our	first	non-U.S.	clearing	house.	In	December	2010,	CME	Clearing	Europe	was	approved	as	a	Recognised	Clearing	House by	the	FSA	and	will	offer	multi-asset	class	over-the-counter	clearing	services	and	build	on	our	European	presence	to	further	extend	the	geographical	reach	of	our clearing	services.	We	expect	the	clearing	house	to	launch	in	the	first	half	of	2011.

Leading	our	Industry	in	Customer	Service,	Education	and	Training	and	Sales	Support—To	ensure	that	we	are	providing	our	customers	with	effective	service,	we recently	restructured	our	global	client	development	and	sales	organization	to	better	target	cross	asset	sales	across	client	segments,	drive	international	sales	(specifically	in Asia	and	Europe)	and	to	generate	new	client	participation	across	all	regions.	In	2010,	we	increased	our	headcount	by	approximately	4%	to	support	key	locations	outside the	United	States	to	better	serve	our	customers	on	a	global	basis,	including	adding	additional	product	heads	who	are	based	overseas.	We	have	also	enhanced	our educational	resources	on	our	products	and	services	to	assist	our	customers	in	achieving	their	trading	and	risk	management	goals.	For	example,	our	efforts	include hosting	agricultural	product	training	courses	focused	in	Latin	America	and	the	United	States,	hosting	customer	and	university	groups	for	simulated	trading	and	floor	tour events,	developing	a	wide	range	of	online	tutorials,	demos,	strategy	papers	and	hedging	guides	and	hosting	trading	competitions	with	participation	from	universities.

Extending	our	Capabilities	and	Business	in	the	Over-the-Counter	Markets—Our	goal	is	to	provide	a	comprehensive	multi-asset	class	clearing	solution	to	the	market	for maximum	operational	ease	and	the	capital	efficiency	that	comes	with	connecting	to	a	single	clearing	house.	Our	over-the-counter	offerings	provide	the	extensive counterparty	risk	reduction	and	transparency	of	CME	Clearing	while	preserving	the	prevailing	execution	processes,	technology	platforms	and	economic	structures currently	in	use	in	the	marketplace.	We	offer	clearing	services	for	cleared	over-the-counter	derivatives,	including	credit	default	swaps	and	interest	rate	swaps.	Our cleared	interest	rate	swap	offering	provides	our	customers	with	the	ability	to	negotiate,	execute	and	submit	trades	through	multiple	approved	trade-capture	platforms. CME	ClearPort	offers	an	array	of	clearing	services	that	depend	on	the	nature	of	the	product	traded.	It	has	the	capacity	to	clear	and	report	transactions	in	multiple	asset classes.	In	2010,	we	added	approximately	185	products	to	our	CME	ClearPort	system.

Establishing	Ourselves	as	the	Leading	Exchange	Company	Provider	of	Information	Products	and	Index	Services—We	offer	a	variety	of	market	data	services	for	the futures,	equities	and	the	over-the-counter	markets.	In	2010,	we	expanded	our	index	services	business	through	the	formation	of	CME	Group	Index	Services	with	Dow Jones.	We	expect	that	this	venture	will	allow	us	to	bring	the	Dow	Jones'	brand	and	index	creation	and	calculation	capabilities	to	current	and	prospective	banking	clients and	exchange	partners;	provide	additional	cross-listing	opportunities	and	new	global	opportunities	for	index	creation,	calculation	and	licensing	in	cash,	derivatives	and over-the-counter	markets	globally;	allow	us	to	cross-sell	and	co-brand	products;	and	expand	market	data	dissemination	services	to	our	global	network	of	clients	and exchange	partners.

# Patents,	Trademarks	and	Licenses

We	own	the	rights	to	a	large	number	of	trademarks,	service	marks,	domain	names	and	trade	names	in	the	United	States,	Europe	and	in	other	parts	of	the	world.	We	have registered	many	of	our	most	important	trademarks	in	the	United	States	and	other	countries.	We	hold	the	rights	to	a	number	of	patents	and	have	made	a	number	of	patent applications.	Our	patents	cover	match	engine,	trader	user	interface,	trading	floor	support,	market	data,	general	technology	and	clearing	house	functionalities.	We	also own	the	copyright	to	a	variety	of	materials.	Those	copyrights,	some	of	which	are	registered,	include	printed	and	online	publications,	web	sites,	advertisements, educational	material,	graphic	presentations	and	other	literature,	both	textual	and	electronic.	We	attempt	to	protect	our	intellectual	property	rights	by	relying	on trademarks,	patents,	copyrights,	database	rights,	trade	secrets,	restrictions	on	disclosure	and	other	methods.

We	offer	equity	index	futures	and	options	on	key	benchmarks,	including	S&P,	NASDAQ,	Dow	Jones	and	Nikkei	indexes.	We	also	have	an	agreement	with	the	Chicago Board	Options	Exchange	(CBOE)	to	allow	us	to	list	futures	and	options	on	futures	for	volatility	indexes	on	a	variety	of	asset	classes.	With	the	exception	of	Dow	Jones, these	products	are	listed	by	us	subject	to	license	agreements	with	the	applicable	owners	of	the	indexes.	We	have	exclusive	arrangements	with	Standard	&	Poor's	(S&P) and	The	NASDAQ	OMX	Group,	Inc.	(NASDAQ)	and	non-exclusive	arrangements	with	the	other	third	parties.	Our	rights	to	the	Dow	Jones	indexes	previously	were evidenced	by	an	exclusive	agreement	but	are	now	part	of	our	ownership	of	the	joint	venture.	Our	S&P	license	is	exclusive	through	2016	and	non-exclusive	from	that date	until	2017	with	some	exceptions	provided	certain

trading	volume	is	achieved.	Our	NASDAQ	license	is	exclusive	through	2019.	Copies	of	our	S&P	and	NASDAQ	license	arrangements	have	been	filed	as	material contracts.	We	also	have	a	licensing	and	membership	agreement	with	BBA	Enterprises	Limited	and	the	British	Bankers'	Association	(collectively,	BBA)	for	the	use	of	its London	Interbank	Offered	Rate	to	settle	several	of	our	interest	rate	products,	including	our	Eurodollar	contract.	For	our	licensing	arrangements,	other	than	with	BBA,	we pay	the	applicable	third	party	per	trade	fees	based	on	trading	volume.	For	the	BBA	license,	we	paid	an	upfront	fee	and	an	annual	fee.

We	cannot	assure	you	that	we	will	be	able	to	maintain	the	exclusivity	of	our	licensing	agreements	with	S&P	and	NASDAQ	or	be	able	to	maintain	our	other	existing licensing	arrangements.	In	addition,	we	cannot	assure	you	that	others	will	not	succeed	in	creating	stock	index	futures	based	on	information	similar	to	that	which	we	have obtained	by	license	or	that	market	participants	will	not	increasingly	use	other	instruments,	including	securities	and	options	based	on	the	S&P,	NASDAQ	or	Dow	Jones indexes,	to	manage	or	speculate	on	U.S.	stock	risks.	Parties	may	also	succeed	in	offering	indexed	products	that	are	similar	to	our	licensed	products	without	being required	to	obtain	a	license	or	in	countries	that	are	beyond	the	jurisdictional	reach	of	us	and/or	our	licensors.	For	example,	we	are	a	party	to	a	pending	legal	matter seeking	a	declaratory	judgment	that	the	opposing	party	is	required	to	obtain	a	valid	license	in	order	to	list	certain	products	based	upon	the	Dow	Jones	and	S&P	indexes. While	we	have	prevailed	on	a	motion	for	summary	judgment,	the	matter	is	currently	pending	appeal.	A	negative	decision	in	the	matter	would	have	a	negative	impact	on our	ability	to	generate	revenues	from	our	index	services	business.

# Seasonality

Generally,	we	have	historically	experienced	relatively	higher	trading	volume	during	the	first	and	second	quarters	and	sequentially	lower	trading	volume	in	the	third	and fourth	quarters.	However,	such	seasonality	may	also	be	impacted	by	general	market	conditions,	such	as	the	2008	economic	crisis.	During	2010,	23%,	of	our	consolidated revenues	were	recognized	in	the	first	quarter,	27%	in	the	second	quarter,	25%	in	the	third	quarter	and	25%	in	the	fourth	quarter.

# Working	Capital

Until	we	began	our	commercial	paper	program	in	mid-2007,	we	historically	met	our	funding	requirements	with	internally	generated	funds.	For	more	information	on	our working	capital	needs,	see	"Management's	Discussion	and	Analysis	of	Operations	and	Financial	Condition—Liquidity	and	Capital	Resources,"	beginning	on	page	57, which	section	is	incorporated	herein	by	reference.

# Customer	Base

Our	customer	base	includes	professional	traders,	financial	institutions,	institutional	and	individual	investors,	major	corporations,	manufacturers,	producers	and governments.	Our	customers	can	access	our	CME	Globex	trading	platform	across	the	globe.	Customers	may	be	members	of	one	or	more	of	our	exchanges.	Rights	and privileges	of	membership	are	exchange	specific.	Trading	on	our	open	outcry	trading	floors	is	conducted	exclusively	by	our	members.	Membership	on	one	of	our	futures exchanges	also	enables	a	customer	to	trade	specific	products	at	reduced	rates	and	lower	fees.	Under	the	terms	of	the	organizational	documents	of	our	exchanges,	our members	have	certain	rights	that	relate	primarily	to	trading	right	protections,	certain	trading	fee	protections	and	certain	membership	benefit	protections.	In	2010,	79%	of our	trading	volume	was	conducted	by	our	members.

We	bill	a	substantial	portion	of	our	clearing	and	transaction	fees	to	our	clearing	firms.	The	majority	of	clearing	and	transaction	fees	received	from	clearing	firms represent	charges	for	trades	executed	and	cleared	on	behalf	of	their	customers.	One	firm	represented	13%	and	one	firm	represented	12%	of	our	clearing	and	transaction fees	revenue	for	2010.	Should	a	clearing	firm	withdraw,	we	believe	that	the	customer	portion	of	the	firm's	trading	activity	would	likely	transfer	to	another	clearing	firm of	the	exchange.	Additionally,	from	time	to	time,	certain	customers	may	represent	a	significant	portion	of	the	open	interest	in	our	individual	product	lines	or	contracts.

The	industry	in	which	we	operate	is	highly	competitive	and	we	expect	competition	to	continue	to	intensify,	especially	in	light	of	the	enactment	of	the	Dodd-Frank	Act (Dodd-Frank)	and	other	reforms	of	the	financial	services	industry	as	discussed	in	the	following	section.	For	example,	Dodd-Frank	provides	for	central	clearing	of "clearable"	over-the-counter	swaps	and	requires	that	swaps	that	are	cleared	must	be	traded	on	exchanges	or	swap	execution	facilities,	unless	no	exchange	or	swap execution	facility	makes	the	swap	available	for	trading.	While	these	new	requirements	create	opportunities	for	us	to	expand	our	over-the-counter	business,	a	number	of market	participants	and	other	exchanges	have	developed,	and	likely	will	develop	in	the	future,	competing	platforms	and	products.

We	encounter	competition	in	all	aspects	of	our	business,	including	from	entities	having	substantially	greater	capital	and	resources	and	offering	a	wider	range	of	products and	services	and	some	operating	under	a	different	and	possibly	less	stringent	regulatory	regime.	We	face	competition	from	other	futures,	securities	and	securities	option exchanges;	over-the-counter	markets;	clearing	organizations;	consortia	formed	by	our	members	and	large	market	participants;	alternative	trade	execution	facilities; technology	firms,	including	market	data	distributors	and	electronic	trading	system	developers;	and	others.

# Competition	in	our	Derivatives	Business

We	believe	competition	in	the	derivatives	and	securities	business	is	based	on	a	number	of	factors,	including,	among	others:

•depth	and	liquidity	of	markets;

•transaction	costs;

•breadth	of	product	offerings	and	rate	and	quality	of	new	product	development;

•ability	to	position	and	expand	upon	existing	products	to	address	changing	market	needs;

•transparency,	reliability	and	anonymity	in	transaction	processing;

•connectivity	and	accessibility;

•technological	capability	and	innovation;

•efficient	and	secure	settlement,	clearing	and	support	services;	and

•reputation.

We	believe	that	we	compete	favorably	with	respect	to	these	factors,	and	that	our	deep,	liquid	markets;	diverse	product	offerings;	rate	and	quality	of	new	product development;	and	efficient,	secure	settlement,	clearing	and	support	services	distinguish	us	from	our	competitors.	We	believe	that	in	order	to	maintain	our	competitive position,	we	must	continue	to	expand	globally;	develop	new	and	innovative	products;	enhance	our	technology	infrastructure,	including	its	reliability	and	functionality; and	maintain	liquidity	and	low	transaction	costs.

We	are	beginning	to	see	a	wave	of	consolidation	and	increased	competition.	For	example,	NYSE	Euronext	and	Deutsche	Bourse	announced	in	February	2011	that	they had	entered	into	a	merger	agreement.	TMX	Group	and	the	London	Stock	Exchange	also	recently	announced	their	agreement	to	merge.	Previously	in	2010,	the	Singapore Stock	Exchange	announced	its	proposed	acquisition	of	the	Australian	Stock	Exchange.	At	the	end	of	2010,	there	were	approximately	60	futures	exchanges	located	in approximately	30	countries.	Additionally,	there	has	been	an	increase	in	activity	among	derivative	dealers,	banks	and	other	entities	to	form	competing	exchanges.	For example,	in	2007,	a	consortium	of	12	financial	institutions	formed	an	exchange,	Electronic	Liquidity	Exchange	(ELX),	which	began	trading	in	July	2009.	ELX's	initial product	line	included	electronic	trading	in	U.S.	Treasury	futures	in	the	two-,	five-,	and	ten-year	notes	and	thirty-year	bond	contracts	in	competition	with	CBOT's	treasury complex	and	has	been	expanded	to	include	Eurodollars.	ELX	has	requested	that	the	CFTC	compel

CBOT	to	accept	certain	non-competitive	trades	as	a	means	to	permit	two	customers,	with	equal	and	opposite	positions	at	CBOT,	to	transfer	those	positions	to	ELX.	In August	2010,	the	CFTC	issued	a	letter	stating	that	it	did	not	find	that	these	transactions,	referred	to	as	"exchange	for	futures,"	were	wash	trades	and	that	such transactions	were	not	prohibited	by	the	CFTC's	core	principles	or	applicable	regulations.	The	CFTC	also	indicated	that	it	would	separately	review	CBOT's	response under	the	core	principle	relating	to	anti-competitive	behavior.	At	this	time,	however,	the	CFTC	has	not	required	us	to	take	any	action	or	modify	our	existing	rules.	We also	face	competition	from	IntercontinentalExchange's	(ICE)	energy	index,	natural	gas,	credit	default	swaps,	equity	index,	foreign	exchange	and	other	products.	Our metal	product	offerings	also	compete	with	NYSE	Euronext.	New	entrants	into	our	industry,	including	New	York	Portfolio	Clearing	discussed	below,	may	further increase	competitive	pressure	on	us.

Because	equity	futures	contracts	are	alternatives	to	underlying	stocks	and	a	variety	of	equity	option	and	other	contracts	provide	an	alternative	means	of	obtaining exposure	to	the	equity	markets,	we	also	compete	with	NYSE	Euronext	and	other	securities	and	options	exchanges,	dealer	markets	and	alternative	trading	systems,	as well	as	with	ICE	in	connection	with	its	futures	and	options	on	futures	contracts	based	on	the	Russell	indexes.

We	face	competition	from	the	over-the-counter	market	with	the	trading	of	contracts	similar	to	those	traded	or	cleared	on	our	exchanges,	such	as	swaps,	forward	contracts and	other	exchange	"look-alike"	contracts,	in	which	parties	directly	negotiate	the	terms	of	their	contracts,	as	well	as	from	spot	markets,	ETFs	and	other	substitutes	for our	products.

# Competition	in	our	Transaction	Processing	Business

In	addition	to	the	competition	we	face	in	our	derivatives	business,	we	face	a	number	of	competitors	in	our	transaction	processing	and	other	business	services.	In	the	past few	years,	there	has	been	increased	competition	in	the	provision	of	clearing	services	and	we	expect	competition	to	continue	to	increase	in	connection	with	the implementation	of	Dodd-Frank	which	will	require	the	mandatory	central	clearing	of	standardized	over-the-counter	products.

For	example,	ICE	has	its	own	clearing	operations	which	are	comprised	of	regulated	clearing	houses	across	the	United	States,	Europe	and	Canada.	In	March	2009,	ICE Trust,	which	provides	clearing	services	for	the	credit	default	swap	market,	acquired	The	Clearing	Corporation.	The	Options	Clearing	Corporation	provides	clearing services	for	commodity	futures,	commodity	options	and	security	futures,	including	products	listed	by	ELX.	In	2009,	NYSE	Euronext	and	The	Depository	Trust	& Clearing	Corporation	announced	the	creation	of	a	new	clearing	house	for	the	clearing	of	fixed-income	securities—New	York	Portfolio	Clearing.	In	February	2010,	New York	Portfolio	Clearing	was	granted	status	as	a	designated	clearing	organization	from	the	CFTC.	It	is	currently	awaiting	approval	from	the	SEC.	It	plans	to	clear	interest rate	products	traded	on	NYSE	Liffe	U.S.,	NYSE's	futures	exchange,	with	the	ability	to	expand	to	additional	exchanges	in	the	future.	We	believe	that	other	exchanges may	also	undertake	to	provide	clearing	services.

We	believe	competition	in	the	transaction	processing	and	business	services	market	is	based	on,	among	other	things,	the	cost	of	the	services	provided;	performance	bond requirements;	quality	and	reliability	of	the	services;	timely	delivery	of	the	services;	reputation;	offering	breadth;	confidentiality	of	positions	and	information	security protective	measures;	and	the	value	of	linking	with	existing	products,	markets	and	distribution.

# Competition	in	our	Market	Data	Business

Technology	companies,	market	data	and	information	vendors	and	front-end	software	vendors	also	represent	potential	competitors	because,	as	purveyors	of	market	data or	trading	software	systems,	these	firms	typically	have	substantial	distribution	capabilities.	As	technology	firms,	they	also	have	access	to	trading	engines	that	can	be connected	to	their	data	and	information	networks.	Additionally,	technology	and	software	firms	that	develop	trading	systems,	hardware	and	networks	that	are	otherwise outside	of	the	financial	services	industry	may	be	attracted	to	enter	our	markets.	This	may	lead	to	decreased	demand	for	our	market	data.

# Regulatory	Matters

Our	operation	of	futures	exchanges	is	subject	to	extensive	regulation	by	the	CFTC	under	its	principles-based	approach	which	requires	that	our	exchange	subsidiaries satisfy	the	requirements	of	certain	core	principles	relating	to	the	operation	and	oversight	of	our	markets	and	our	clearing	house.	The	CFTC	carries	out	the	regulation	of the	futures	markets	in	accordance	with	the	provisions	of	the	Commodity	Exchange	Act	and	the	Commodity	Futures	Modernization	Act.	The	CFTC	is	subject	to reauthorization	every	five	years,	which	most	recently	occurred	in	2008.

In	light	of	the	widespread	financial	and	economic	difficulties,	particularly	acute	in	the	latter	half	of	2008	and	early	2009,	there	were	calls	for	a	restructuring	of	the regulation	of	financial	markets.	In	July	2010,	Dodd-Frank	was	signed	into	law.	This	new	legislation	is	a	comprehensive	banking	and	financial	services	reform	package that	includes	significant	changes	to	the	oversight	of	the	derivatives	markets,	both	over-the-counter	and	exchange	traded.	Dodd-Frank	reinforces	the	core	tenants	of	our markets:

# •price	transparency;

•liquid	markets	to	minimize	transaction	costs;

•	 market	integrity;

•customer	protection;	and

•the	safety	and	soundness	of	central	counterparty	clearing	services.

While	we	believe	that	the	new	regulations	provide	opportunities	for	our	business	which	we	intend	to	explore,	Dodd-Frank	is	subject	to	extensive	rulemaking	by	the CFTC,	the	SEC,	the	Department	of	Treasury	and	other	regulators.	CME	Group	and	others	in	the	industry	are	actively	participating	in	the	rule-making	process	with	the goal	that	the	new	regulations	serve	the	public	interest,	foster	competition	and	innovation	and	do	not	place	the	U.S.	financial	services	sector	at	a	competitive	disadvantage in	our	evolving	financial	markets.	However,	in	light	of	the	uncertainty	of	the	final	implementation	of	Dodd-Frank,	there	is	a	risk	that	the	final	regulations	could	include provisions	that	could	negatively	impact	our	business.

Among	the	key	provisions	in	Dodd-Frank	relating	to	our	business	which	are	being	finalized	in	the	rule-making	process	are:

•	 mandatory	central	clearing	of	certain	classes	of	over-the-counter	products;

•rules	relating	to	the	ownership,	governance	and	required	financial	resources	of	clearing	houses	and	the	governance	of	designated	contract	markets, including	setting	minimum	financial	resources	for	clearing	houses	and	requiring	the	board	of	directors	to	meet	a	minimum	threshold	of	the	number	of "public	directors"	which	requirement	as	currently	drafted	would	extend	to	CME	Group's	board	of	directors	as	well	as	to	its	exchange	subsidiaries;

•the	creation	of	a	new	category	of	trading	platforms	called	swap	execution	facilities;

•real	time	reporting	for	both	cleared	and	bilateral	swaps;

•comprehensive	oversight	of	swap	dealers	and	major	swap	participants,	including	capital	and	performance	bond	requirements,	business	conduct	standards and	recordkeeping	and	reporting	requirements;

•limitations	on	swap	dealing	and	proprietary	trading	for	banking	organizations;

•changes	to	the	CFTC	core	principle	9—the	board	of	trade	shall	provide	a	competitive,	open,	and	efficient	market	and	mechanism	for	executing transactions	that	protects	the	price	discovery	process	of	trading	in	the	centralized	market	of	the	board	of	trade—which	may	require	us	to	make modifications	to	the	manner	in	which	certain	of	our	contracts	trade	and/or	require	that	such	products	be	de-listed	as	futures	and	re-listed	as	swaps;

•the	expansion	of	CFTC	jurisdiction	to	over-the-counter	derivatives;

•increased	jurisdiction	granted	to	the	CFTC	that	could	result	in	more	prescriptive	regulation	of	both	our	futures	and	over-the-counter	business;

•the	establishment	of	hard	position	limits	for	physically	delivered	contracts;	and

•the	prohibition	of	compelling	a	derivatives	clearing	organization	to	accept	the	counterparty	credit	risk	of	another	clearing	organization.

The	financial	services	industry	outside	the	United	States	is	also	undergoing	similar	significant	reform	particularly	in	Europe.	For	example,	in	the	United	Kingdom	the government	has	proposed	to	reorganize	its	regulatory	framework	which	would	include	the	dissolution	of	the	FSA	with	oversight	to	be	transitioned	to	the	Bank	of England,	the	Consumer	Protection	and	Markets	Authority,	and	the	Prudential	Markets	Authority	depending	upon	the	status	of	the	regulated	entity.	As	a	result,	in	the United	Kingdom	our	operations	could	be	subject	to	multiple	regulators.	The	European	Union	is	also	undergoing	similar	reform	with	multiple	supervisory	authorities, such	as	the	European	Securities	and	Markets	Authority	(ESMA),	being	established	as	of	January	2011.	In	addition	to	the	national	regulators,	ESMA	is	likely	to	have	a supervisory	and	oversight	role	over	European	clearing	houses,	non-European	clearing	houses	and	non-European	exchanges	providing	services	in	Europe.	Multiple legislations	such	as	the	European	Market	Infrastructure	Regulation,	the	Markets	in	Financial	Instruments	Directive	and	the	Market	Abuse	Directive	have	been	proposed with	provisions	similar	to	those	contained	in	Dodd	Frank.

To	the	extent	the	regulatory	environment	following	the	implementation	of	Dodd-Frank	and	other	financial	reform	regulations	is	less	beneficial	for	us	or	our	customers, our	business,	financial	condition	and	operating	results	could	be	negatively	affected.

As	a	global	company	with	operations	and	locations	around	the	world,	we	are	also	subject	to	the	laws	and	regulations	in	the	locations	in	which	we	do	business.

If	we	fail	to	comply	with	applicable	laws,	rules	or	regulations,	we	may	be	subject	to	censure,	fines,	cease-and-desist	orders,	suspension	of	our	business,	removal	of personnel	or	other	sanctions,	including	revocation	of	our	designations	as	a	contract	market	and	derivatives	clearing	organization.

Additionally,	on	May	6,	2010,	the	prices	of	many	U.S.-based	equity	products	experienced	an	extraordinarily	rapid	decline	and	recovery—referred	to	as	the	"flash	crash." Stemming	from	this	event,	there	has	been	an	inquiry	into	the	impact	of	high	frequency	traders	on	May	6 	as	well	as	their	future	role	in	the	markets.	Although	not	clearly defined,	high	frequency	trading	typically	refers	to	professional	traders	acting	in	a	proprietary	capacity	that	engage	in	strategies	that	generate	a	large	number	of	trades	on a	daily	basis.	We	believe	that	such	trading	plays	an	important	role	in	the	marketplace	by	making	it	more	efficient	and	competitive	for	all	market	participants	and	such firms	contribute	significantly	to	our	liquidity.	At	this	time,	however,	it	is	unclear	whether	these	inquires	will	result	in	restrictions	on	the	use	of	high	frequency	trading. th

From	time	to	time,	including	in	the	currently	proposed	Presidential	budget,	a	proposal	to	impose	a	transaction	tax	or	user	fee	on	futures	trading	has	been	put	forth	and discussed	as	a	means	to	fund	the	CFTC.	In	the	current	environment,	the	transaction	tax	has	been	discussed	as	a	means	to	fund	the	increased	budget	the	CFTC	has requested	from	Congress	in	order	to	implement	Dodd	Frank.	In	the	past,	efforts	to	implement	a	transaction	tax	or	user	fee	have	not	been	successful.	Although	not specified,	if	enacted,	we	believe	such	a	tax	or	user	fee	likely	would	apply	to	transactions	done	on	regulated	futures	exchanges	and	swap	execution	facilities	and	increase the	costs	of	doing	business	on	such	platforms.	This	may	discourage	institutions	and	individuals	from	using	futures	and/or	swap	contracts	to	manage	their	risks	which could	adversely	impact	our	trading	volumes,	revenues	and	profits	and	may	also	adversely	impact	our	ability	to	compete	on	an	international	level.	A	transaction	tax	or user	fee	in	the	U.S.	may	also	cause	market	participants	to	increase	their	derivatives	trading	in	jurisdictions	outside	the	U.S.	which	do	not	impose	a	comparable	cost.

The	current	tax	treatment	for	futures	trading	allows	traders	to	pay	a	blend	of	taxes	on	their	gains	and	losses	from	trading	futures	and	options	with	60%	at	capital	gains rates	and	40%	at	ordinary	tax	rates.	The	current	2010	fiscal	year	Presidential	budget	proposes	the	elimination	of	such	tax	treatment	which	would	require	that	such	gains or	losses	be	treated	as	ordinary	in	character.	Any	repeal	of	the	60-40	tax	treatment	would	impose	a	substantial	increase	in	tax	rates	applicable	to	the	individuals	who contribute	to	creating	liquid	and	efficient	markets.

# Employees

As	of	December	31,	2010,	we	had	approximately	2,570	employees.	We	consider	relations	with	our	employees	to	be	good.	The	following	are	our	executive	officers, including	a	description	of	their	business	experience	over	the	last	five	years.	Ages	are	as	of	February	1,	2011.

# Terrence	A.	Duffy,	52

Mr.	Duffy	has	served	as	our	Executive	Chairman	since	2006,	as	our	Chairman	from	2002	until	2006	and	has	been	a	member	of	our	board	of	directors	since	1995.	He also	has	served	as	President	of	TDA	Trading,	Inc.	since	1981.

# Craig	S.	Donohue,	49

Mr.	Donohue	has	served	as	Chief	Executive	Officer	and	a	member	of	our	board	of	directors	since	2004.	Mr.	Donohue	joined	us	in	1989	and	since	then	has	held	various positions	of	increasing	responsibility	within	the	organization	including	Managing	Director	and	Chief	Administrative	Officer;	Managing	Director,	Business	Development and	Corporate/Legal	Affairs	of	CME;	and	Senior	Vice	President	and	General	Counsel.	Mr.	Donohue	also	serves	as	our	representative	on	the	board	of	directors	of BM&FBOVESPA.

# Kathleen	M.	Cronin,	47

Ms.	Cronin	has	served	as	our	Managing	Director,	General	Counsel	and	Corporate	Secretary	since	August	2003.	Previously	she	served	as	Corporate	Secretary	and	Acting General	Counsel	from	2002	through	2003.	Prior	to	joining	us,	Ms.	Cronin	was	a	corporate	attorney	at	Skadden,	Arps,	Slate,	Meagher	&	Flom	from	1989	through	1995 and	from	1997	through	2002.

Mr.	Durkin	assumed	the	position	of	Managing	Director,	Products	and	Services	in	addition	to	his	role	as	our	Chief	Operating	Officer	in	February	2010.	Mr.	Durkin	has served	as	our	Managing	Director	and	Chief	Operating	Officer	since	2007.	Mr.	Durkin	joined	us	in	connection	with	the	CBOT	merger	and	he	previously	held	a	variety	of leadership	roles	with	CBOT	from	1982	to	2007,	most	recently	as	Executive	Vice	President	and	Chief	Operating	Officer.

# Phupinder	S.	Gill,	50

Mr.	Gill	has	served	as	President	of	CME	Group	since	2007.	Previously	he	served	as	President	and	Chief	Operating	Officer	since	2004.	Mr.	Gill	joined	us	in	1988	and has	held	various	positions	of	increasing	responsibility	within	the	organization,	including	Managing	Director	and	President	of	CME	Clearing	and	GFX.	Mr.	Gill	also serves	as	our	representative	on	the	boards	of	Bursa	Malaysia	Derivatives	and	Bolsa	Mexicana	de	Valores.

# Julie	Holzrichter,	42

Ms.	Holzrichter	has	served	as	Managing	Director,	Global	Operations	since	2007.	Ms.	Holzrichter	rejoined	us	in	2006	as	our	Managing	Director,	CME	Globex	Services and	Technology	Integration.	Ms.	Holzrichter	previously	held	positions	of	increasing	responsibility	in	our	organization	from	1986	to	2003	in	trading	operations.

# Kevin	Kometer,	46

Mr.	Kometer	has	served	as	Managing	Director	and	Chief	Information	Officer	since	2008.	He	previously	served	as	Managing	Director	and	Deputy	Chief	Information Officer	from	2007	to	2008.	Since	joining	the	company	most	recently	in	1998,	he	has	held	senior	leadership	positions	in	the	Technology	Division,	including	Managing Director,	Trading	Execution	Systems	and	Director,	Advanced	Technology.	Mr.	Kometer	was	also	with	the	company	from	1994	to	1996.

Mr.	Parisi	has	served	as	our	Chief	Financial	Officer	and	Managing	Director,	Finance	and	Corporate	Development	since	February	2010.	He	has	held	the	role	of Managing	Director	and	Chief	Financial	Officer	since	2004.	Mr.	Parisi	joined	us	in	1988	and	has	held	positions	of	increasing	responsibility	within	the	organization, including	Managing	Director	&	Treasurer	and	Director,	Planning	&	Finance.

# Laurent	Paulhac,	41

Mr.	Paulhac	has	served	as	Managing	Director,	OTC	Products	and	Services	since	2009.	Prior	to	joining	the	company,	Mr.	Paulhac	most	recently	served	as	Chief Executive	Officer	of	CMA,	a	provider	of	credit	derivatives	market	data	acquired	by	CME	Group	in	2008,	from	2005	to	2009.

Mr.	Pieper	has	served	as	our	Managing	Director	and	Chief	Accounting	Officer	since	February	2010.	Previously,	Mr.	Pieper	served	as	Director	and	Controller	since 2006	and	as	Associate	Director	and	Assistant	Controller	from	2004	to	2006.	Before	joining	CME	Group	in	2004,	Mr.	Pieper	worked	for	Divine,	Inc.	as	Director	of Worldwide	Accounting	and	for	KPMG	LLP	as	a	Senior	Manager.

# Hilda	Harris	Piell,	43

Ms.	Piell	has	served	as	Managing	Director	and	Chief	Human	Resources	Officer	since	2007.	Previously	she	served	as	Managing	Director	and	Senior	Associate	General Counsel,	as	Director	and	Associate	General	Counsel	and	as	Associate	Director	and	Assistant	General	Counsel	since	joining	us	in	2000.

# John	W.	Pietrowicz,	46

Mr.	Pietrowicz	has	served	as	our	Managing	Director,	Business	Development	and	Corporate	Finance	since	February	2010.	Mr.	Pietrowicz	joined	CME	Group	in	2003 and	since	then	has	held	various	positions	of	increasing	responsibility,	including	his	most	recent	position	of	Managing	Director	and	Deputy	Chief	Financial	Officer	from 2009	to	2010	and	Managing	Director,	Corporate	Finance	and	Treasury	from	2006	to	2009.

# Derek	Sammann,	42

Mr.	Sammann	has	served	as	Managing	Director,	Foreign	Exchange	and	Interest	Rate	Products	since	February	2010.	He	previously	served	as	Managing	Director,

Financial	Products	and	Services	since	2009	and	Managing	Director,	Global	Head	of	Foreign	Exchange	Products	since	joining	us	in	2006.	Prior	to	joining	us,

Mr.	Sammann	served	as	Managing	Director,	Global	Head	of	FX	Options	and	Structured	Products	at	Calyon	Corporate	and	Investment	Bank	in	London	from	2004	to 2006.

# Kimberly	S.	Taylor,	49

Ms.	Taylor	has	served	as	President,	CME	Clearing	since	2004	and	as	Managing	Director,	Risk	Management	in	the	Clearing	House	Division,	from	1998	to	2003. Ms.	Taylor	has	held	a	variety	of	positions	in	the	Clearing	House,	including	Vice	President	and	Senior	Director.	She	joined	us	in	1989.

# Kendal	Vroman,	39

Mr.	Vroman	has	served	as	our	Managing	Director,	Commodity	Products,	OTC	Services	&	Information	Products	since	February	2010.	Mr.	Vroman	previously	served	as Managing	Director	and	Chief	Corporate	Development	Officer	from	2008	to	2010.	Mr.	Vroman	joined	us	in	2001	and	since	then	has	held	positions	of	increasing responsibility,	including	most	recently	as	Managing	Director,	Corporate	Development	and	Managing	Director,	Information	and	Technology	Services.

Mr.	Warren	has	served	as	our	Managing	Director,	Equity	Index	Products	and	Index	Services	since	February	2010.	Mr.	Warren	previously	served	as	our	Managing Director,	Equity	Products	since	joining	us	in	2007.	Prior	to	that,	Mr.	Warren	worked	for	Goldman	Sachs	as	its	President,	Manager	Trading	and	Business	Analysis	Team. Prior	to	Goldman	Sachs,	Mr.	Warren	managed	equity	and	option	execution	and	clearing	businesses	for	ABN	Amro	in	Chicago	and	was	a	Senior	Consultant	for	Arthur Andersen	&	Co.	for	financial	services	firms.

# FINANCIAL	INFORMATION	ABOUT	GEOGRAPHIC	AREAS

Due	to	the	nature	of	its	business,	CME	Group	does	not	track	revenues	based	upon	geographic	location.	We	do,	however,	track	trading	volume	generated	outside	of traditional	U.S.	trading	hours	and	through	our	international	telecommunication	hubs.	Our	customers	can	directly	access	our	exchanges	throughout	the	world.

The	following	table	shows	the	percentage	of	our	total	trading	volume	on	our	Globex	electronic	trading	platform	generated	during	non-U.S.	hours	and	through	our international	hubs.

|  | 2010 | 2009 | 2008 |
| :--- | :--- | :--- | :--- |
| Trading\tduring\tnon-U.S.\thours | \t 13% | 9% | \t 11% |
| Trading\tthrough\ttelecommunication\thubs | 8 | 7 | 8 |

# AVAILABLE	INFORMATION

Our	Web	site	is	www.cmegroup.com.	Information	made	available	on	our	Web	site	does	not	constitute	part	of	this	document.	We	make	available	on	our	Web	site	our Annual	Reports	on	Form	10-K,	Quarterly	Reports	on	Form	10-Q,	Current	Reports	on	Form	8-K	and	amendments	to	those	reports	as	soon	as	reasonably	practicable	after we	electronically	file	or	furnish	such	materials	to	the	SEC.	Our	corporate	governance	materials,	including	our	Corporate	Governance	Principles,	Director	Conflict	of Interest	Policy,	Board	of	Directors	Code	of	Ethics,	Categorical	Independence	Standards,	Employee	Code	of	Conduct	and	the	charters	for	all	the	standing	committees	of our	board,	may	also	be	found	on	our	Web	site.	Copies	of	these	materials	are	also	available	to	shareholders	free	of	charge	upon	written	request	to	Shareholder	Relations and	Member	Services,	Attention	Ms.	Beth	Hausoul,	CME	Group	Inc.,	20	South	Wacker	Drive,	Chicago,	Illinois	60606.

# ITEM	1A. RISK	FACTORS

In	addition	to	the	other	information	contained	in	this	Annual	Report	on	Form	10-K,	you	should	carefully	consider	the	factors	discussed	below,	which	are	the	risks	that we	believe	are	material	at	this	time.	These	risks	could	materially	and	adversely	affect	our	business,	financial	condition	and	results	of	operations.	These	risks	and uncertainties	are	not	the	only	ones	facing	us.	Additional	risks	and	uncertainties	not	presently	known	to	us	or	that	we	currently	believe	to	be	immaterial	may	also adversely	affect	our	business.

# RISKS	RELATING	TO	OUR	INDUSTRY

# Our	business	is	subject	to	the	impact	of	domestic	and	international	market	and	economic	conditions	which	are	beyond	our	control	and	which	could	significantly reduce	our	trading	volumes	and	make	our	financial	results	more	volatile.

Our	revenue	is	substantially	dependent	on	the	trading	volume	in	our	markets.	Our	trading	volume	is	directly	affected	by	U.S.	domestic	and	international	factors	that	are beyond	our	control,	including:

•economic,	political	and	geopolitical	market	conditions;

•natural	disasters	and	other	catastrophes;

•broad	trends	in	industry	and	finance;

•changes	in	price	levels,	trading	volumes	and	volatility	in	the	derivatives	markets	and	in	underlying	fixed-income,	equity,	foreign	exchange,	interest	rate	and commodity	markets;

•changes	in	global	or	regional	demand	or	supply	shifts	in	commodities	underlying	our	products;

•legislative	and	regulatory	changes,	including	any	direct	or	indirect	restrictions	on	or	increased	costs	associated	with	trading	in	our	markets;

•changes	in	government	monetary	policies;

•consolidation	in	our	customer	base	and	within	our	industry;	and

•inflation.

Any	one	or	more	of	these	factors	may	contribute	to	reduced	activity	in	our	markets.	Historically,	our	trading	volume	has	tended	to	increase	during	periods	of	heightened uncertainty	due	to	increased	hedging	activity	and	the	increased	need	to	manage	the	risks	associated	with,	or	speculate	on,	volatility	in	the	U.S.	equity	markets, fluctuations	in	interest	rates	and	price	changes	in	the	foreign	exchange,	commodity	and	other	markets.	However,	during	the	economic	volatility	that	began	in	2008,	we have	experienced	decreased	volume	due	primarily	to	our	customers	decreasing	their	risk	exposure,	stable	low	interest	rates	and	the	lack	of	available	capital.	As	a	result, period-to-period	comparisons	of	our	financial	results	are	not	necessarily	meaningful.	This	trend	as	well	as	future	economic	uncertainty	may	result	in	continued decreased	trading	volume	and	a	more	difficult	business	environment	for	us.	Material	decreases	in	trading	volume	would	have	a	material	adverse	effect	on	our	financial condition	and	operating	results.

# We	operate	in	a	heavily	regulated	environment	that	imposes	significant	costs	and	competitive	burdens	on	our	business	and	such	environment	is	currently undergoing	significant	reform.

Our	business	has	been	extensively	regulated	by	the	CFTC.	In	response	to	the	economic	crisis,	in	July	2010,	Dodd-Frank	was	signed	into	law.	This	new	legislation	is	a comprehensive	banking	and	financial	services	reform	package	that	includes	significant	changes	to	the	oversight	of	the	derivatives	markets,	both	over-the-counter	and exchange	traded.	In	accordance	with	Dodd-Frank,	the	CFTC's	authority	will	be	significantly	expanded	to	include	over-the-counter	derivatives.	While	we	believe	that	the new	regulations	provide	opportunities	for	our	business	which	we	intend	to	explore,	Dodd-Frank	is	subject	to	extensive	rulemaking	by	the	CFTC,	the	SEC,	the Department	of	Treasury	and	other	regulators.	In	light	of	the	uncertainty	of	the	final	implementation	of

Dodd-Frank,	there	is	a	risk	that	the	final	regulations	could	include	provisions	that	could	negatively	impact	our	business.	For	example,	Dodd-Frank	provides	for	certain restrictions	on	swap	dealing	and	proprietary	trading,	enhancements	to	the	margin	requirements	and	imposes	position	limits	for	particular	energy,	metals	and	agricultural commodities.	To	the	extent	these	provisions	negatively	impact	the	trading	activity	of	our	customers,	our	trading	volumes	and	related	revenues	may	be	impacted.

Dodd-Frank	also	provides	for	central	clearing	of	"clearable"	over-the-counter	swaps	and	requires	that	swaps	that	are	cleared	must	be	traded	on	exchanges	or	swap execution	facilities,	unless	no	exchange	or	swap	execution	facility	makes	the	swap	available	for	trading.	While	these	new	requirements	create	new	opportunities	for	us	to expand	our	over-the-counter	business,	a	number	of	market	participants	and	exchanges	have	developed,	and	likely	will	develop	in	the	future,	competing	platforms	and products.	We	cannot	guarantee	that	we	will	be	able	to	compete	effectively	or	that	our	initiatives	will	be	successful.

To	the	extent	rulemaking	stemming	from	Dodd	Frank	includes	a	more	prescriptive	regulatory	approach,	our	ability	to	efficiently	operate	our	business	could	be	impaired.

Our	subsidiaries,	CME	Clearing	Europe	and	CME	Marketing	Europe,	are	also	subject	to	the	supervision	and	oversight	of	the	FSA.	The	regulatory	environment	in	the United	Kingdom	and	the	European	Union	is	undergoing	significant	reforms	in	connection	with	the	oversight	of	the	financial	services	industry,	and	legislations	similar	to those	included	in	Dodd-Frank	have	been	proposed.

As	a	global	company	with	operations	around	the	world	we	are	also	subject	to	the	laws	and	regulations	in	the	locations	in	which	we	do	business.	We	cannot	assure	you that	we	and/or	our	directors,	officers,	employees	and	affiliates	will	be	able	to	fully	comply	with	these	rules	and	regulations.	We	also	cannot	assure	you	that	we	will	not be	subject	to	claims	or	actions	by	these	agencies.

The	current	tax	treatment	for	futures	trading	allows	traders	to	pay	a	blend	of	taxes	on	their	gains	and	losses	from	trading	futures	and	options	with	60%	at	capital	gains rates	and	40%	at	ordinary	tax	rates.	The	current	2010	Presidential	budget	proposes	the	elimination	of	such	tax	treatment	which	would	require	that	such	gains	or	losses	be treated	as	ordinary	in	character.	Any	repeal	of	60-40	tax	treatment	would	impose	a	substantial	increase	in	tax	rates	applicable	to	the	individuals	who	are	most	responsible for	creating	liquid	and	efficient	markets.

Some	of	our	largest	clearing	firms	have	indicated	their	belief	that	clearing	facilities	should	not	be	owned	or	controlled	by	exchanges	and	should	be	operated	as utilities	and	not	for	profit.	These	clearing	firms	have	sought,	and	may	seek	in	the	future,	legislative	or	regulatory	changes	that	would,	if	adopted,	enable	them	to	use alternative	clearing	services	for	positions	established	on	our	exchanges	or	to	freely	move	open	positions	among	clearing	houses	in	order	to	take	advantage	of	our liquidity.	Even	if	they	are	not	successful,	these	factors	may	cause	them	to	limit	the	use	of	our	markets.

Some	of	our	largest	clearing	firms,	which	are	significant	customers	and	intermediaries	in	our	products,	have	stressed	the	importance	to	them	of	centralizing	clearing	of futures	contracts	and	options	on	futures	contracts	in	order	to	maximize	the	efficient	use	of	their	capital,	exercise	greater	control	over	their	value	at	risk	and	extract	greater operating	leverage	from	clearing	activities.	Many	clearing	firms	have	expressed	the	view	that	clearing	firms	should	control	the	governance	of	clearing	houses	or	that clearing	houses	should	be	operated	as	utilities	rather	than	as	part	of	for-profit	enterprises.	Some	of	these	firms,	along	with	the	Futures	Industry	Association	and	the Department	of	Treasury,	have	sought,	and	may	seek	in	the	future,	legislative	or	regulatory	changes	to	be	adopted	that	would	facilitate	mechanisms	or	policies	that	allow market	participants	to	transfer	positions	from	an	exchange-owned	clearing	house	to	a	clearing	house	owned	and	controlled	by	clearing	firms.	Our	strategic	business	plan is	to	operate	a	vertically	integrated	transaction	execution,	clearing	and	settlement	business	for	our	futures	and	options	on	futures	business.	If	these	legislative	or regulatory	changes	are	adopted,	our	strategy	and	business	plan	may	lead	clearing	firms	to	establish,	or	seek	to	use,	alternative	clearing	houses	for	clearing	positions established	on	our	exchanges.	Even	if	they	are	not	successful	in	their	efforts,	the	factors	described	above	may	cause	clearing	firms	to	limit	or	stop	the	use	of	our products	and	markets.	If	any	of	these	events	occur,	our	revenues	and	profits	could	be	adversely	affected.

# We	face	intense	competition	from	other	companies,	including	some	of	our	members.	If	we	are	not	able	to	successfully	compete,	our	business	will	not	survive.

The	industry	in	which	we	operate	is	highly	competitive	and	we	expect	competition	to	continue	to	intensify,	especially	in	light	of	the	enactment	of	Dodd-Frank	and	other reforms	of	the	financial	services	industry.	For	example,	Dodd-Frank	provides	for	central	clearing	of	"clearable"	over-the-counter	swaps	and	requires	that	swaps	that	are cleared	must	be	traded	on	exchanges	or	swap	execution	facilities,	unless	no	exchange	or	swap	execution	facility	makes	the	swap	available	for	trading.	While	these	new requirements	create	opportunities	for	us	to	expand	our	over-the-counter	business,	a	number	of	market	participants	and	other	exchanges	have	developed,	and	likely	will develop	in	the	future,	competing	platforms	and	products.

We	are	beginning	to	see	a	wave	of	consolidation	and	increased	competition.	For	example,	in	February	2011,	NYSE	Euronext	and	Deutsche	Bourse	announced	that	they had	entered	into	a	merger	agreement.	TMX	Group	and	the	London	Stock	Exchange	also	announced	their	agreement	to	merge.	Previously	in	2010,	the	Singapore	Stock Exchange	announced	its	proposed	acquisition	of	the	Australian	Stock	Exchange.	At	the	end	of	2010,	there	were	approximately	60	futures	exchanges	located	in approximately	30	countries.	Additionally,	there	has	been	an	increase	in	activity	among	derivatives	dealers,	banks	and	other	entities	to	form	competing	exchanges.	For example,	in	2007,	a	consortium	of	12	financial	institutions	formed	an	exchange,	ELX,	to	enter	the	futures	market,	which	began	trading	in	July	2009.	ELX's	initial product	line	included	electronic	trading	in	U.S.	Treasury	futures	in	the	two-,	five-,	and	ten-year	notes	and	thirty-year	bond	contracts	in	competition	with	CBOT's	treasury complex	and	has	been	expanded	to	include	Eurodollars.	ELX	has	requested	that	the	CFTC	compel	CBOT	to	accept	certain	non-competitive	trades	as	a	means	to	permit two	customers,	with	equal	and	opposite	positions	at	CBOT,	to	transfer	those	positions	to	ELX.	In	August	2010,	the	CFTC	issued	a	letter	stating	that	it	did	not	find	that exchange	for	futures	were	wash	trades	and	that	such	transactions	were	not	prohibited	by	the	CFTC	core	principles	or	applicable	regulations.	The	CFTC	also	indicated that	it	would	separately	review	CBOT's	response

under	the	core	principle	relating	to	anti-competitive	behavior.	At	this	time,	however,	the	CFTC	has	not	required	us	to	take	any	action	or	modify	our	existing	rules.	We also	face	competition	from	ICE's	energy	index,	natural	gas,	credit	default	swaps,	equity	index,	foreign	exchange	and	other	products;	from	NYSE	Euronext	and	the Depository	Trust	&	Clearing	Corporation	due	to	their	creation	of	a	new	clearing	house	for	the	clearing	of	fixed-income	derivatives;	as	well	as	The	Options	Clearing Corporation	which	provides	clearing	services	for	commodity	futures,	commodity	options	and	security	futures,	including	products	listed	by	ELX.	New	entrants	into	our industry	may	further	increase	competitive	pressure	on	us.

We	believe	we	may	also	face	competition	from	large	computer	software	companies	and	media	and	technology	companies.	The	number	of	businesses	providing	internet- related	financial	services	is	rapidly	growing.	Other	companies	have	entered	into	or	are	forming	joint	ventures	or	consortia	to	provide	services	similar	to	those	provided by	us.	Others	may	become	competitive	with	us	through	acquisitions.	Federal	law	allows	institutions	that	have	been	major	participants	on	our	exchange	to	trade	the	same or	similar	products	among	themselves	without	utilizing	any	exchange	or	trading	system.	Many	of	our	competitors	and	potential	competitors	have	greater	financial, marketing,	technological	and	personnel	resources	than	we	do.	These	factors	may	enable	them	to	develop	similar	products,	to	provide	lower	transaction	costs	and	better execution	to	their	customers	and	to	carry	out	their	business	strategies	more	quickly	and	efficiently	than	we	can.	In	addition,	our	competitors	may:

•respond	more	quickly	to	competitive	pressures,	including	responses	based	upon	their	corporate	governance	structures,	which	may	be	more	flexible	and efficient	than	our	corporate	governance	structure;

•develop	products	that	are	preferred	by	our	customers;

•develop	risk	transfer	products	that	compete	with	our	products;

•price	their	products	and	services	more	competitively;

•develop	and	expand	their	network	infrastructure	and	service	offerings	more	efficiently;

•utilize	better,	more	user-friendly	and	more	reliable	technology;

•take	greater	advantage	of	acquisitions,	alliances	and	other	opportunities;

•	 more	effectively	market,	promote	and	sell	their	products	and	services;

•better	leverage	existing	relationships	with	customers	and	alliance	partners	or	exploit	better	recognized	brand	names	to	market	and	sell	their	services;	and

•exploit	regulatory	disparities	between	traditional,	regulated	exchanges	and	alternative	markets	that	benefit	from	a	reduced	regulatory	burden	and	lower-cost business	model.

If	our	products,	markets	and	services	are	not	competitive,	our	business,	financial	condition	and	operating	results	will	be	materially	harmed.

A	decline	in	our	fees	or	any	loss	of	customers	could	lower	our	revenues,	which	would	adversely	affect	our	profitability.

Changes	in	regulations	as	a	result	of	the	implementation	of	the	Dodd-Frank	Act	and	other	restructuring	of	the	regulation	of	the	global	financial	markets	or	otherwise, may	adversely	impact	our	ability	to	compete,	especially	on	a	global	basis.

# Our	trading	volume,	and	consequently	our	revenues	and	profits,	would	be	adversely	affected	if	we	are	unable	to	retain	our	current	customers	or	attract	new customers.

The	success	of	our	business	depends,	in	part,	on	our	ability	to	maintain	and	increase	our	trading	volume.	To	do	so,	we	must	maintain	and	expand	our	product	offerings, our	customer	base	and	our	trade	execution	facilities.	Our	success	also	depends	on	our	ability	to	offer	competitive	prices	and	services	in	an	increasingly	price	sensitive business.	We	cannot	assure	you	that	we	will	be	able	to	continue	to	expand	our	product	lines,	or	that	we	will	be	able	to	retain	our	current	customers	or	attract	new customers.	We	bill	a	substantial	portion	of	our	clearing	and	transaction	fees	to	our	clearing	firms.	The	majority	of	clearing	and	transaction	fees	received	from	clearing firms	represent	charges	for	trades	executed	and	cleared	on	behalf	of	their	customers.	One	firm	represented	13%	and

one	firm	represented	12%	of	our	clearing	and	transaction	fees	revenue	for	2010.	Should	a	clearing	firm	withdraw,	we	believe	that	the	customer	portion	of	the	firm's trading	activity	would	likely	transfer	to	another	clearing	firm	of	the	exchange.	Additionally,	from	time	to	time,	certain	customers	may	represent	a	significant	portion	of the	open	interest	in	our	individual	product	lines	or	contracts.	If	we	fail	to	maintain	our	trading	volume;	expand	our	product	offerings	or	execution	facilities;	or	we	lose	a substantial	number	of	our	current	customers,	or	a	subset	of	customers	representing	a	significant	percentage	of	trading	volume	in	a	particular	product	line;	or	are	unable	to attract	new	customers,	our	business	and	revenues	will	be	adversely	affected.	Furthermore,	declines	in	trading	volume	due	to	loss	of	customers	may	negatively	impact market	liquidity,	which	could	lead	to	further	loss	of	trading	volume.

# As	a	financial	services	provider,	we	are	subject	to	significant	litigation	risk	and	potential	securities	law	liability.

Many	aspects	of	our	business	involve	substantial	litigation	risks.	While	we	generally	are	protected	by	our	rules	limiting	liability	for	system	failures	and	certain	forms	of negligence	and	by	statutory	limits	on	private	causes	of	actions	in	cases	where	we	have	not	behaved	in	bad	faith,	we	could	be	exposed	to	substantial	liability	under	federal and	state	laws	and	court	decisions,	as	well	as	rules	and	regulations	promulgated	by	the	SEC	and	the	CFTC.	These	risks	include,	among	others,	potential	liability	from disputes	over	terms	of	a	trade,	the	claim	that	a	system	failure	or	delay	caused	monetary	losses	to	a	customer,	that	we	entered	into	an	unauthorized	transaction	or	that	we provided	materially	false	or	misleading	statements	in	connection	with	a	transaction.	Dissatisfied	customers	frequently	make	claims	regarding	quality	of	trade	execution, improperly	settled	trades,	mismanagement	or	even	fraud	against	their	service	providers.	We	may	become	subject	to	these	claims	as	a	result	of	failures	or	malfunctions	of our	systems	and	services	we	provide.	For	example,	the	bankruptcy	examiner	in	connection	with	the	Lehman	Brothers	bankruptcy	raised	the	issue	of	whether	our	auction and	the	related	transfer	of	Lehman's	trading	positions	could	be	deemed	fraudulent.	We	continue	to	believe	that	we	acted	appropriately	and	that	our	actions	are	immune from	liability	under	the	regulations.	However,	there	is	no	guarantee	that	we	would	be	successful	in	defending	this	potential	action	or	any	other	action	brought	in	the future.	We	could	incur	significant	legal	expenses	defending	claims,	even	those	without	merit.	In	addition,	an	adverse	resolution	of	any	future	lawsuit	or	claim	against	us could	have	a	material	adverse	effect	on	our	business	and	our	reputation.

# We	may	be	at	greater	risk	from	terrorism	than	other	companies.

We	may	be	more	likely	than	other	companies	to	be	a	direct	target	of,	or	an	indirect	casualty	of,	attacks	by	terrorists	or	terrorist	organizations.

It	is	impossible	to	predict	the	likelihood	or	impact	of	any	terrorist	attack	on	the	derivatives	industry	generally	or	on	our	business.	For	example,	the	September	11,	2001 terrorist	attack	on	the	World	Trade	Center	resulted	in	the	closing	of	NYMEX's	trading	and	clearing	operations	for	four	business	days	and	rendered	its	backup	data	and recovery	center	inoperable.	While	we	have	undertaken	significant	measures	to	develop	business	continuity	plans	and	to	establish	backup	sites,	in	the	event	of	an	attack	or a	threat	of	an	attack,	these	security	measures	and	contingency	plans	may	be	inadequate	to	prevent	significant	disruptions	in	our	business,	technology	or	access	to	the infrastructure	necessary	to	maintain	our	business.	Damage	to	our	facilities	due	to	terrorist	attacks	may	be	significantly	in	excess	of	any	amount	of	insurance	received,	or we	may	not	be	able	to	insure	against	such	damage	at	a	reasonable	price	or	at	all.	The	threat	of	terrorist	attacks	may	also	negatively	affect	our	ability	to	attract	and	retain employees.	Any	of	these	events	could	have	a	material	adverse	effect	on	our	business,	financial	condition	and	operating	results.

# RISKS	RELATING	TO	OUR	BUSINESS

The	success	of	our	markets	will	depend	on	our	ability	to	complete	development	of,	successfully	implement	and	maintain	the	electronic	trading	systems	that	have	the functionality,	performance,	reliability	and	speed	required	by	our	customers.

The	future	success	of	our	business	depends	in	large	part	on	our	ability	to	create	interactive	electronic	marketplaces	in	a	wide	range	of	derivatives	products	that	have	the required	functionality,	performance,	capacity,

reliability	and	speed	to	attract	and	retain	customers.	A	significant	portion	of	our	overall	volume	is	generated	through	electronic	trading	on	our	CME	Globex	electronic platform.

We	must	continue	to	enhance	our	electronic	trading	platform	to	remain	competitive.	As	a	result,	we	will	continue	to	be	subject	to	risks,	expenses	and	uncertainties encountered	in	the	rapidly	evolving	market	for	electronic	transaction	services.	These	risks	include	our	failure	or	inability	to:

•provide	reliable	and	cost-effective	services	to	our	customers;

•develop,	in	a	timely	manner,	the	required	functionality	to	support	electronic	trading	in	our	key	products	in	a	manner	that	is	competitive	with	the functionality	supported	by	other	electronic	markets;

•	 match	fees	of	our	competitors	that	offer	only	electronic	trading	facilities;

•attract	independent	software	vendors	to	write	front-end	software	that	will	effectively	access	our	electronic	trading	system	and	automated	order	routing system;

•respond	to	technological	developments	or	service	offerings	by	competitors;	and

•generate	sufficient	revenue	to	justify	the	substantial	capital	investment	we	have	made	and	will	continue	to	make	to	enhance	our	electronic	trading	platform.

If	we	do	not	successfully	enhance	our	electronic	trading	platform,	or	our	current	or	potential	customers	do	not	accept	it,	our	revenues	and	profits	will	be	adversely affected.	Additionally,	we	rely	on	our	customers'	ability	to	have	the	necessary	back	office	functionality	to	support	our	new	products	and	our	trading	and	clearing functionality.	To	the	extent	our	customers	are	not	prepared	and/or	lack	the	resources	or	infrastructure,	the	success	of	our	new	initiatives	may	be	compromised.

In	addition,	if	we	are	unable	to	develop	our	electronic	trading	systems	to	include	other	products	and	markets,	or	if	our	electronic	trading	systems	do	not	have	the	required functionality,	performance,	capacity,	reliability	and	speed,	we	may	not	be	able	to	compete	successfully	in	an	environment	that	is	increasingly	dominated	by	electronic trading.

# If	we	experience	systems	failures	or	capacity	constraints,	our	ability	to	conduct	our	operations	and	execute	our	business	strategy	could	be	materially	harmed	and	we could	be	subjected	to	significant	costs	and	liabilities.

We	are	heavily	dependent	on	the	capacity,	reliability	and	security	of	the	computer	and	communications	systems	and	software	supporting	our	operations.	We	receive and/or	process	a	large	portion	of	our	trade	orders	through	electronic	means,	such	as	through	public	and	private	communications	networks.	Our	systems,	or	those	of	our third	party	providers,	may	fail	or	operate	slowly,	causing	one	or	more	of	the	following	to	occur:

•unanticipated	disruptions	in	service	to	our	customers;

•slower	response	times;

•delays	in	our	customers'	trade	execution;

•failed	settlement	of	trades;

•incomplete	or	inaccurate	accounting,	recording	or	processing	of	trades;

•financial	losses;

•security	breaches;

•litigation	or	other	customer	claims;

•loss	of	customers;	and

•regulatory	sanctions.

We	cannot	assure	you	that	we	will	not	experience	systems	failures	from	power	or	telecommunications	failure,	acts	of	God,	war	or	terrorism,	human	error,	natural disasters,	fire,	sabotage,	hardware	or	software	malfunctions	or	defects,	computer	viruses,	acts	of	vandalism	or	similar	occurrences.	If	any	of	our	systems	do	not	operate properly	or	are	disabled,	including	as	a	result	of	system	failure,	employee	or	customer	error	or	misuse	of	our	systems,	we	could	suffer	financial	loss,	liability	to customers,	regulatory	intervention	or	reputational	damage	that	could	affect	demand	by	current	and	potential	users	of	our	market.

From	time	to	time,	we	have	experienced	system	errors	and	failures	that	have	resulted	in	some	customers	being	unable	to	connect	to	our	electronic	trading	platform,	or that	resulted	in	erroneous	reporting,	such	as	transactions	that	were	not	authorized	by	any	customer	or	reporting	of	filled	orders	as	cancelled.	For	example	in	2010,	an employee	error	resulted	in	errant	trades	inadvertently	being	placed	into	an	active	market	environment	which	resulted	in	liability	to	the	Company	of	approximately	$4.7 million.	We	cannot	assure	you	that	if	we	experience	system	errors	or	failures	in	the	future	that	they	will	not	have	a	material	impact	on	our	business.	Any	such	system failures	that	cause	an	interruption	in	service	or	decrease	our	responsiveness	could	impair	our	reputation,	damage	our	brand	name	or	have	a	material	adverse	effect	on	our business,	financial	condition	and	operating	results.

Our	status	as	a	CFTC	registrant	generally	requires	that	our	trade	execution	and	communications	systems	be	able	to	handle	anticipated	present	and	future	peak	trading volume.	Heavy	use	of	our	computer	systems	during	peak	trading	times	or	at	times	of	unusual	market	volatility	could	cause	our	systems	to	operate	slowly	or	even	to	fail for	periods	of	time.	We	constantly	monitor	system	loads	and	performance,	and	regularly	implement	system	upgrades	to	handle	estimated	increases	in	trading	volume. However,	we	cannot	assure	you	that	our	estimates	of	future	trading	volume	and	order	messaging	traffic	will	be	accurate	or	that	our	systems	will	always	be	able	to accommodate	actual	trading	volume	and	order	messaging	traffic	without	failure	or	degradation	of	performance.	Increased	CME	Globex	trading	volume	and	order messaging	traffic	may	result	in	connectivity	problems	or	erroneous	reports	that	may	affect	users	of	the	platform.	System	failure	or	degradation	could	lead	our	customers to	file	formal	complaints	with	industry	regulatory	organizations,	to	file	lawsuits	against	us	or	to	cease	doing	business	with	us,	or	could	lead	the	CFTC	or	other	regulators to	initiate	inquiries	or	proceedings	for	failure	to	comply	with	applicable	laws	and	regulations.

We	will	need	to	continue	to	upgrade,	expand	and	increase	the	capacity	of	our	systems	as	our	business	grows	and	we	execute	our	business	strategy.	Generally,	our	goal	is to	design	our	systems	to	handle	at	least	two	times	our	peak	historical	transactions	in	our	highest	volume	products.	As	volumes	of	transactions	grow,	the	ability	of	our systems	to	meet	this	goal	on	an	ongoing	basis	depends	on	our	ability	to	increase	our	system	capacity	on	a	timely	basis	while	maintaining	system	reliability.	Although many	of	our	systems	are	designed	to	accommodate	additional	volume	and	products	and	services	without	redesign	or	replacement,	we	will	need	to	continue	to	make significant	investments	in	additional	hardware	and	software	to	accommodate	the	increases	in	volume	of	transactions	and	order	transaction	traffic	and	to	provide processing	services	to	third	parties.	If	we	cannot	increase	the	capacity	and	capabilities	of	our	systems	to	accommodate	an	increasing	volume	of	transactions	and	to execute	our	business	strategy,	our	ability	to	maintain	or	expand	our	businesses	would	be	adversely	affected.

Our	networks	and	those	of	our	third	party	service	providers	may	be	vulnerable	to	security	risks,	which	could	result	in	wrongful	use	of	our	information	or	cause interruptions	in	our	operations	that	cause	us	to	lose	customers	and	trading	volume	and	result	in	significant	liabilities.	We	could	also	be	required	to	incur	significant expense	to	protect	our	systems.

We	expect	the	secure	transmission	of	confidential	information	over	public	networks	to	continue	to	be	a	critical	element	of	our	operations.	Our	networks	and	those	of	our third	party	service	providers	and	our	customers	may	be	vulnerable	to	unauthorized	access,	computer	viruses	and	other	security	problems,	including	attacks	from cybercriminals.	For	example,	in	2010,	a	virus	impacted	email	systems	around	the	world,	including	our	system.	Additionally,	there	has	been	an	increase	in	information security	threats,	including	malware	targeted	at	specific	entities.	While	we	have	not	been	a	specific	target	to	date,	our	role	in	the	global	marketplace	could	place	us	at greater	risk.	Persons	who	circumvent	security	measures	could	wrongfully	use	our	information	or	cause	interruptions	or	malfunctions	in	our	operations.	Any	of	these events	could	cause	us	to	lose	customers	or	trading	volume.	We	may	be	required	to	expend	significant	resources	to	protect	against	the	threat	of	security	breaches	or	to alleviate	problems,	including	reputational	harm	and	litigation,	caused	by	breaches.	Although	we	intend	to	continue	to	implement	security	measures,	these	measures	may prove	to	be	inadequate	and	result	in	system	failures	and	delays	that	could	cause	us	to	lose	customers,	experience	lower	trading	volume	and	incur	significant	liabilities.

# We,	as	well	as	many	of	our	customers,	depend	on	third	party	suppliers	and	service	providers	for	a	number	of	services	that	are	important.	An	interruption	or cessation	of	an	important	supply	or	service	by	any	third	party	could	have	a	material	adverse	effect	on	our	business,	including	revenues	derived	from	our	customers' trading	activity.

We	depend	on	a	number	of	suppliers,	such	as	banking,	clearing	and	settlement	organizations,	telephone	companies,	online	service	providers,	data	processors,	and software	and	hardware	vendors	for	elements	of	our	trading,	clearing	and	other	systems,	as	well	as	communications	and	networking	equipment,	computer	hardware	and software	and	related	support	and	maintenance.

Many	of	our	customers	rely	on	third	parties,	such	as	independent	software	vendors,	to	provide	them	with	front-end	systems	to	access	our	CME	Globex	platform	and other	back	office	systems	for	their	trade	processing	and	risk	management	needs.	While	these	service	providers	have	undertaken	to	keep	current	with	our	enhancements and	changes	to	our	interfaces	and	functionality,	we	cannot	guarantee	that	they	will	continue	to	make	the	necessary	monetary	and	time	investments	to	keep	up	with	our changes.

To	the	extent	any	of	our	service	providers	or	the	organizations	that	provide	services	to	our	customers	in	connection	with	their	trading	activities	cease	to	provide	these services	in	an	efficient,	cost-effective	manner	or	fail	to	adequately	expand	their	services	to	meet	our	needs	and	the	needs	of	our	customers,	we	could	experience decreased	trading	volume,	lower	revenues	and	higher	costs.

# Our	clearing	house	operations	expose	us	to	substantial	credit	risk	of	third	parties	and	the	level	of	soundness	of	our	clearing	firms	could	adversely	affect	us.

Our	clearing	house	operations	expose	us	to	many	different	industries	and	counterparties,	and	we	routinely	guarantee	transactions	with	counterparties	in	the	financial industry,	including	brokers	and	dealers,	commercial	banks,	investment	banks,	mutual	and	hedge	funds,	and	other	institutional	customers.	As	a	result	of	the	financial crisis	that	began	in	2008,	many	financial	institutions	required	additional	capital	infusions,	merged	with	larger	and	stronger	institutions,	became	bank	holding	companies that	are	regulated	by	the	Federal	Reserve	Bank	and,	in	some	cases,	failed.	For	example,	during	2008,	The	Bear	Stearns	Companies,	Inc.,	Lehman	Brothers	Holdings	Inc. and	American	International	Group,	Inc.,	all	of	which	were	parent	companies	of	clearing	firms	of	our	exchange,	experienced	significant	financial	writedowns	and	in some	cases	failed.	Although	none	of	these	cases	resulted	in	a	default	of	a	clearing	firm,	additional	companies,	including	our	clearing	firms,	may	continue	to	encounter economic	difficulties	during	this	period	of	economic	uncertainty.

As	part	of	our	overall	growth	initiatives,	we	have	expanded	our	clearing	services	to	the	over-the-counter	market	in	addition	to	standard	futures	and	options	on	futures products,	including	through	CME	ClearPort	and	our	credit	default	and	interest	rate	swap	clearing	initiatives.	The	process	for	deriving	margins	and	financial	safeguards for	over-the-counter	products	is	different	and,	in	part,	seeks	to	assess	and	capture	different	risks	than	our	historical	practices	applied	to	our	futures	and	options	on	futures products.	Although	we	believe	that	we	have	carefully	analyzed	the	process	for	setting	margins	and	our	financial	safeguards	for	over-the-counter	products,	there	is	no guarantee	that	our	procedures	will	adequately	protect	market	participants	from	the	unique	risks	of	these	products.

We	expect	to	begin	operation	of	CME	Clearing	Europe	during	the	first	half	of	2011.	We	have	limited	experience	operating	a	clearing	house	outside	of	the	United	States.

A	substantial	part	of	our	working	capital	may	be	at	risk	if	a	clearing	firm	defaults	on	its	obligations	to	the	clearing	house	and	its	margin	and	security	deposits	are insufficient	to	meet	its	obligations.	Although	we	have	policies	and	procedures	to	help	ensure	that	our	clearing	firms	can	satisfy	their	obligations,	these	policies	and procedures	may	not	succeed	in	detecting	problems	or	preventing	defaults.	We	also	have	in	place	various	measures	intended	to	enable	us	to	cure	any	default	and	maintain liquidity.	However,	we	cannot	assure	you	that	these	measures	will	be	sufficient	to	protect	market	participants	from	a	default	or	that	we	will	not	be	materially	and adversely	affected	in	the	event	of	a	significant	default.

# The	required	capital	and	posted	collateral	of	our	clearing	firms	may	lose	value	given	the	volatility	of	the	market.

To	become	a	clearing	member,	a	firm	must	meet	certain	minimum	capital	requirements	and	must	deposit	a	certain	amount	of	funds	to	meet	performance	bond	and guaranty	fund	requirements	with	our	clearing	house	as	collateral	for	their	trading	activity.	We	accept	a	variety	of	collateral	to	satisfy	these	requirements,	including	cash, regulated	money	market	mutual	funds,	U.S.	Treasury	securities,	U.S.	Government	Agency	securities,	letters	of	credit,	gold,	equities	and	foreign	sovereign	debt.	Given the	level	of	market	volatility,	there	is	no	guarantee	that	these	investments	will	continue	to	maintain	their	value.	To	the	extent	a	clearing	firm	was	not	in	compliance	with these	requirements,	it	would	be	required	to	acquire	additional	funds,	decrease	its	proprietary	trading	activity	and/or	transfer	customer	accounts	to	another	clearing	firm. These	actions	could	result	in	a	decrease	in	trading	activity	in	our	products.

Our	market	data	revenues	may	be	reduced	or	eliminated	by	decreased	demand,	overall	economic	conditions	or	the	growth	of	electronic	trading	and	electronic	order entry	systems.	If	we	are	unable	to	offset	that	reduction	through	terminal	usage	fees	or	transaction	fees,	we	will	experience	a	reduction	in	revenues.

We	sell	our	market	data	to	individuals	and	organizations	that	use	our	markets	or	monitor	general	economic	conditions.	Revenues	from	our	market	data	and	information services	totaled	$395.1	million,	representing	13%	of	our	total	revenues,	and	$331.1	million,	representing	13%	of	our	total	revenues,	during	the	years	ended December	31,	2010	and	2009,	respectively.	A	decrease	in	overall	trading	volume	may	also	lead	to	a	decreased	demand	for	our	market	data	from	the	market	data	vendors. For	example,	in	both	2010	and	2009	we	experienced	a	decrease	in	the	average	number	of	market	data	devices	due	to	the	economic	crisis,	continued	high	unemployment levels	in	the	financial	services	sector	and	aggressive	cost	cutting	initiatives	at	customer	firms.	Additionally,	electronic	trading	systems	do	not	usually	impose	separate exchange	fees	for	supplying	market	data	to	trading	terminals.	If	we	do	not	separately	charge	for	market	data	supplied	to	trading	terminals,	and	trading	terminals	with access	to	our	markets	become	widely	available,	we	could	lose	market	data	fees	from	those	who	have	access	to	trading	terminals.	We	will	experience	a	reduction	in	our revenues	if	we	are	unable	to	recover	that	lost	market	data	revenue	through	terminal	usage	fees	or	transaction	fees.

A	key	element	of	our	strategy	is	to	partner	with	other	leading	exchanges	to	provide	them	with	transaction	processing	services.	Our	failure	to	derive	value	from	our existing	relationships	or	to	identify	future	opportunities	to	provide	these	services	may	have	a	negative	impact	on	our	ability	to	grow	our	business.

Providing	third-party	transaction	processing	services	is	a	key	element	of	our	strategy.	Pursuant	to	transaction-processing	agreements,	we	previously	provided	these services	to	NYMEX	and	to	CBOT.	Prior	to	our	acquisition	of	these	companies,	we	derived	a	significant	amount	of	revenues	from	these	service	agreements.	We	have entered	into	other	transaction-processing	arrangements	with	BM&FBOVESPA,	Bolsa	Mexicana	de	Valores,	the	Korea	Exchange,	the	Green	Exchange,	the	Dubai Mercantile	Exchange	and	Bursa	Malaysia	Derivatives.	We	cannot	assure	you	that	such	arrangements	will	be	as	profitable	as	our	previous	arrangements	with	NYMEX and	CBOT	or	that	we	will	enter	into	additional	agreements	to	provide	processing	services	in	the	future.	Our	failure	to	capitalize	on	our	existing	arrangements	and	to identify	future	opportunities	may	have	a	negative	impact	on	our	ability	to	generate	additional	revenues	and	grow	our	business.

# We	may	have	difficulty	executing	our	growth	strategy	and	maintaining	our	growth	effectively.

We	continue	to	focus	on	strategic	initiatives	to	grow	our	business,	including	our	efforts	to	serve	the	over-the-counter	market	as	discussed	in	the	following	risk	factor	and to	distribute	our	products	and	services	on	a	global	basis.	There	is	no	guarantee	that	our	efforts	will	be	successful.	Continued	growth	will	require	additional	investment	in personnel,	facilities,	information	technology	infrastructure	and	financial	and	management	systems	and	controls	and	may	place	a	significant	strain	on	our	management and	resources.	For	example,	if	we	encounter	limited	resources,	we	may	be	required	to	increase	our	expenses	to	obtain	the	necessary	resources,	defer	existing	initiatives or	not	pursue	certain	opportunities.	We	may	not	be	successful	in	implementing	all	of	the	processes	that	are	necessary	to	support	our	growth	organically	or,	as	described below,	through	acquisitions,	investments	or

other	strategic	alliances.	Unless	our	growth	results	in	an	increase	in	our	revenues	that	is	proportionate	to	the	increase	in	our	costs	associated	with	our	growth,	our	future profitability	could	be	adversely	affected,	and	we	may	have	to	incur	significant	expenditures	to	address	the	additional	operational	and	control	requirements	as	a	result	of our	growth.

# There	is	no	guarantee	that	our	over-the-counter	initiatives	will	be	successful.

Our	goal	is	to	provide	a	comprehensive	multi-asset	class	clearing	solution	to	the	market	for	maximum	operational	ease	and	the	capital	efficiency	that	comes	with connecting	to	a	single	clearing	house.	We	offer	clearing	services	for	cleared	over-the-counter	derivatives,	including	credit	default	swaps	and	interest	rate	swaps.	Our strategy	also	includes	extending	our	over-the-counter	services	into	other	assets	classes,	as	well	as	enhancing	our	CME	ClearPort	functionality	to	support	additional products.	While	we	believe	Dodd-Frank	creates	new	opportunities	for	us	to	expand	our	over-the-counter	offerings,	the	current	regulatory	environment	for	trading	and clearing	these	products	is	uncertain.	We	cannot	be	certain	that	we	will	be	able	to	operate	profitably	in	the	event	that	future	legislation	or	regulation	adversely	affects	the trading	of	over-the-counter	products	or	reduces	the	demand	for	our	offerings.	For	example,	provisions	within	Dodd-Frank	include	changes	to	the	CFTC's	core principles,	specifically	core	principal	9,	which	could	require	us	to	make	modifications	to	the	manner	in	which	certain	of	our	contracts	trade	and/or	require	that	such products	be	de-listed	as	futures	and	re-listed	as	swaps.	In	addition,	a	number	of	market	participants	and	exchanges	have	developed	competing	platforms	and	products, including	ICE's	offering	for	credit	default	swaps.	We	cannot	be	certain	that	we	will	be	able	to	compete	effectively	or	that	our	initiatives	will	be	successful.

We	intend	to	continue	to	explore	acquisitions,	investments	and	other	strategic	alliances.	We	may	not	be	successful	in	identifying	opportunities	or	in	integrating	the acquired	businesses.	Any	such	transaction	may	not	produce	the	results	we	anticipate	which	could	adversely	affect	our	business	and	our	stock	price.

We	intend	to	continue	to	explore	and	pursue	acquisitions	and	other	strategic	opportunities	to	strengthen	our	business	and	grow	our	company.	We	may	make	acquisitions or	investments	or	enter	into	strategic	partnerships,	joint	ventures	and	other	alliances.	The	market	for	such	transactions	is	highly	competitive,	especially	in	light	of	the increasing	consolidation	in	our	industry,	including	the	recently	announced	transactions	between	NYSE	Euronext	and	Deutsche	Bourse	and	TMX	Group	and	the	London Stock	Exchange.	As	a	result,	we	may	be	unable	to	identify	strategic	opportunities	or	we	may	be	unable	to	negotiate	or	finance	future	transactions	on	terms	favorable	to us.	To	the	extent	the	trend	of	consolidation	in	our	industry	continues,	we	may	encounter	increased	difficulties	in	identifying	growth	opportunities.	We	may	finance	future transactions	by	issuing	additional	equity	and/or	debt.	The	issuance	of	additional	equity	in	connection	with	any	future	transaction	could	be	substantially	dilutive	to	our existing	shareholders.	The	issuance	of	additional	debt	could	increase	our	leverage	substantially.	The	process	of	integration	may	also	produce	unforeseen	regulatory	and operating	difficulties	and	expenditures	and	may	divert	the	attention	of	management	from	the	ongoing	operation	of	our	business.	To	the	extent	we	enter	into	joint ventures	and	alliances,	we	may	experience	difficulties	in	the	development	and	expansion	of	the	business	of	any	newly	formed	ventures,	in	the	exercise	of	influence	over the	activities	of	any	ventures	in	which	we	do	not	have	a	controlling	interest	as	well	as	encounter	potential	conflicts	with	our	joint	venture	or	alliance	partners.	We	may not	realize	the	anticipated	growth	and	other	benefits	from	strategic	growth	initiatives	we	have	made	or	will	make	in	the	future	which	may	have	an	adverse	impact	on	our financial	condition	and	operating	results.	We	may	also	be	required	to	take	an	impairment	charge	in	our	financial	statements	relating	to	our	acquisitions	and/or investments	which	could	negatively	impact	our	stock	price.

# Expansion	of	our	operations	internationally	involves	special	challenges	that	we	may	not	be	able	to	meet,	which	could	adversely	affect	our	financial	results.

We	plan	to	continue	to	expand	our	operations	internationally,	including	the	launch	of	CME	Clearing	Europe,	directly	placing	order	entry	terminals	with	customers outside	the	United	States	and	by	relying	on	distribution	systems	established	by	our	current	and	future	strategic	alliance	partners.	We	face	certain	risks	inherent	in	doing business	in	international	markets,	particularly	in	the	regulated	derivatives	exchange	business.	These	risks	include:

•restrictions	on	the	use	of	trading	terminals	or	the	contracts	that	may	be	traded;

•becoming	subject	to	extensive	regulations	and	oversight,	tariffs	and	other	trade	barriers;

•difficulties	in	staffing	and	managing	foreign	operations;

•general	economic	and	political	conditions	in	the	countries	from	which	our	markets	are	accessed,	which	may	have	an	adverse	effect	on	our	volume	from those	countries;	and

•potentially	adverse	tax	consequences.

In	addition,	as	a	result	of	our	expanding	global	operations,	we	are	subject	to	the	laws	and	regulations	of	foreign	governmental	and	regulatory	authorities,	including	the FSA	in	connection	with	CME	Clearing	Europe	and	our	marketing	efforts	in	Europe.	These	may	include	laws,	rules	and	regulations	relating	to	any	aspect	of	the derivatives	business.	To	date,	we	have	had	limited	experience	in	marketing	and	operating	our	products	and	services	internationally.	We	cannot	assure	you	that	we	will be	able	to	succeed	in	marketing	our	products	and	services	in	international	markets.	We	may	also	experience	difficulty	in	managing	our	international	operations	because of,	among	other	things,	competitive	conditions	overseas,	management	of	foreign	exchange	risk,	established	domestic	markets,	language	and	cultural	differences	and economic	or	political	instability.	Any	of	these	factors	could	have	a	material	adverse	effect	on	the	success	of	our	international	operations	and,	consequently,	on	our business,	financial	condition	and	operating	results.

# Our	compliance	and	risk	management	methods	might	not	be	effective	and	may	result	in	outcomes	that	could	adversely	affect	our	reputation,	financial	condition and	operating	results.

Generally,	the	CFTC	has	broad	enforcement	powers	to	censure,	fine,	issue	cease-and-desist	orders,	prohibit	us	from	engaging	in	some	of	our	businesses	or	suspend	or revoke	our	designation	as	a	contract	market	or	the	registration	of	any	of	our	officers	or	employees	who	violate	applicable	laws	or	regulations.	Our	ability	to	comply	with applicable	laws	and	rules	is	largely	dependent	on	our	establishment	and	maintenance	of	compliance,	audit	and	reporting	systems,	as	well	as	our	ability	to	attract	and retain	qualified	compliance	and	other	risk	management	personnel.	We	face	the	risk	of	significant	intervention	by	regulatory	authorities,	including	extensive	examination and	surveillance	activity.	In	the	case	of	non-compliance	or	alleged	non-compliance	with	applicable	laws	or	regulations,	we	could	be	subject	to	investigations	and	judicial or	administrative	proceedings	that	may	result	in	substantial	penalties	or	civil	lawsuits,	including	by	customers,	for	damages,	which	can	be	significant.	Any	of	these outcomes	would	adversely	affect	our	reputation,	financial	condition	and	operating	results.	In	extreme	cases,	these	outcomes	could	adversely	affect	our	ability	to	conduct our	business.

Our	policies	and	procedures	to	identify,	monitor	and	manage	our	risks	may	not	be	fully	effective.	Some	of	our	risk	management	methods	depend	upon	evaluation	of information	regarding	markets,	customers	or	other	matters	that	are	publicly	available	or	otherwise	accessible	by	us.	That	information	may	not	in	all	cases	be	accurate, complete,	up-to-date	or	properly	evaluated.	Management	of	operational,	financial,	legal,	regulatory	and	strategic	risk	requires,	among	other	things,	policies	and procedures	to	record	properly	and	verify	a	large	number	of	transactions	and	events.	We	cannot	assure	you	that	our	policies	and	procedures	will	always	be	effective	or that	we	will	always	be	successful	in	monitoring	or	evaluating	the	risks	to	which	we	are	or	may	be	exposed.

# We	could	be	harmed	by	misconduct	or	errors	that	are	difficult	to	detect	and	deter.

There	have	been	a	number	of	highly	publicized	cases	involving	fraud	or	other	misconduct	by	employees	of	financial	services	firms	in	recent	years.	Misconduct	by	our employees	and	agents,	including	employees	of	GFX,	our	wholly-owned	subsidiary	that	engages	primarily	in	proprietary	trading	in	foreign	exchange	futures	to	generate liquidity,	could	include	hiding	unauthorized	activities	from	us,	improper	or	unauthorized	activities	on	behalf	of	customers	or	improper	use	or	unauthorized	disclosure	of confidential	information.	Misconduct	could	subject	us	to	financial	losses	or	regulatory	sanctions	and	seriously	harm	our	reputation.	It	is	not	always	possible	to	deter misconduct,	and	the	precautions	we	take	to	prevent	and	detect	this	activity	may	not	be	effective	in	all	cases.	Our	employees	and	agents,	including	our	GFX	employees, also	may	commit	errors	that	could	subject	us	to	financial	claims	for	negligence,	as	well	as	regulatory	actions.	For	example	in	2010,	an	employee	error	resulted	in	errant trades	inadvertently	being	placed	into	an	active	market	environment	which	resulted	in	liability	to	the	Company	of	approximately	$4.7	million.

# We	may	not	be	able	to	protect	our	intellectual	property	rights,	which	may	materially	harm	our	business.

We	own	the	rights	to	a	large	number	of	trademarks,	service	marks,	domain	names	and	trade	names	in	the	United	States,	Europe	and	other	parts	of	the	world.	We	have registered	many	of	our	most	important	trademarks	in	the	United	States	and	other	countries.	We	hold	the	rights	to	a	number	of	patents	and	have	made	a	number	of	patent applications.	Our	patents	cover	match	engine,	trader	user	interface,	trading	floor	support,	market	data,	general	technology	and	clearing	house	functionalities.	We	attempt to	protect	our	intellectual	property	rights	by	relying	on	trademarks,	copyright,	database	rights,	trade	secrets,	restrictions	on	disclosure	and	other	methods.

Notwithstanding	the	precautions	we	take	to	protect	our	intellectual	property	rights,	it	is	possible	that	third	parties	may	copy	or	otherwise	obtain	and	use	our	proprietary technology	without	authorization	or	otherwise	infringe	on	our	rights.	In	addition,	in	the	future,	we	may	have	to	rely	on	litigation	to	enforce	our	intellectual	property rights,	protect	our	trade	secrets,	determine	the	validity	and	scope	of	the	proprietary	rights	of	others	or	defend	against	claims	of	infringement	or	invalidity.	Any	such litigation,	whether	successful	or	unsuccessful,	could	result	in	substantial	costs	to	us	and	diversions	of	our	resources,	either	of	which	could	adversely	affect	our	business.

# Any	infringement	by	us	on	patent	rights	of	others	could	result	in	litigation	and	adversely	affect	our	ability	to	continue	to	provide,	or	increase	the	cost	of	providing, our	products	and	electronic	execution	services.

Patents	of	third	parties	may	have	an	important	bearing	on	our	ability	to	offer	certain	of	our	products	and	services.	Our	competitors	as	well	as	other	companies	and individuals	may	obtain,	and	may	be	expected	to	obtain	in	the	future,	patents	related	to	the	types	of	products	and	services	we	offer	or	plan	to	offer.	We	cannot	assure	you that	we	are	or	will	be	aware	of	all	patents	containing	claims	that	may	pose	a	risk	of	infringement	by	our	products	and	services.	In	addition,	some	patent	applications	in the	United	States	are	confidential	until	a	patent	is	issued	and,	therefore,	we	cannot	evaluate	the	extent	to	which	our	products	and	services	may	be	covered	or	asserted	to be	covered	by	claims	contained	in	pending	patent	applications.	These	claims	of	infringement	are	not	uncommon	in	our	industry.

In	general,	if	one	or	more	of	our	products	or	services	were	to	infringe	on	patents	held	by	others,	we	may	be	required	to	stop	developing	or	marketing	the	products	or services,	to	obtain	licenses	to	develop	and	market	the	services	from	the	holders	of	the	patents	or	to	redesign	the	products	or	services	in	such	a	way	as	to	avoid	infringing on	the	patent	claims.	We	cannot	assess	the	extent	to	which	we	may	be	required	in	the	future	to	obtain	licenses	with	respect	to	patents	held	by	others,	whether	such licenses	would	be	available	or,	if	available,	whether	we	would	be	able	to	obtain	such	licenses	on	commercially	reasonable	terms.	If	we	were	unable	to	obtain	such licenses,	we	may	not	be	able	to	redesign	our	products	or	services	to	avoid	infringement,	which	could	materially	adversely	affect	our	business,	financial	condition	and operating	results.

# RISKS	RELATING	TO	AN	INVESTMENT	IN	OUR	CLASS	A	COMMON	STOCK

# Our	indebtedness	could	adversely	affect	our	financial	condition	and	operations	and	prevent	us	from	fulfilling	our	debt	service	obligations.	We	may	still	be	able	to incur	more	debt,	intensifying	these	risks.

As	of	December	31,	2010,	we	had	approximately	$2.5	billion	of	total	indebtedness	and	we	had	excess	borrowing	capacity	for	general	corporate	purposes	under	our existing	facilities	of	approximately	$0.9	billion.

Our	indebtedness	could	have	important	consequences.	For	example,	our	indebtedness	may:

•require	us	to	dedicate	a	significant	portion	of	our	cash	flow	from	operations	to	payments	on	our	debt,	thereby	reducing	the	availability	of	cash	flow	to	fund capital	expenditures,	to	pursue	acquisitions	or	investments,	to	pay	dividends	and	for	general	corporate	purposes;

•increase	our	vulnerability	to	general	adverse	economic	conditions;

•limit	our	flexibility	in	planning	for,	or	reacting	to,	changes	in	or	challenges	relating	to	our	business	and	industry;

•place	us	at	a	competitive	disadvantage	against	any	less	leveraged	competitors;	and

•subject	us	to	interest	rate	exposure	for	our	variable	interest	rate	debt,	to	the	extent	not	hedged.

The	occurrence	of	any	one	of	these	events	could	have	a	material	adverse	effect	on	our	business,	financial	condition,	results	of	operations,	prospects,	and	ability	to	satisfy our	debt	service	obligations.	In	addition,	the	agreements	governing	our	outstanding	indebtedness	do	not	significantly	limit	our	ability	to	incur	additional	indebtedness, which	could	increase	the	risks	described	above	to	the	extent	that	we	incur	additional	debt.

# Any	reduction	in	our	credit	rating	could	increase	the	cost	of	our	funding	from	the	capital	markets.

Our	long-term	debt	is	currently	rated	investment	grade	by	two	of	the	major	rating	agencies.	These	rating	agencies	regularly	evaluate	us.	Their	ratings	of	our	long-term debt	are	based	on	a	number	of	factors,	including	our	financial	strength	as	well	as	factors	not	entirely	within	our	control,	such	as	conditions	affecting	the	financial services	industry	generally.	In	light	of	the	difficulties	in	the	financial	services	industry	and	the	financial	markets	over	the	last	few	years,	there	can	be	no	assurance	that we	will	maintain	our	current	ratings.	Our	failure	to	maintain	those	ratings	could	adversely	affect	the	cost	and	other	terms	upon	which	we	are	able	to	obtain	funding	and increase	our	cost	of	capital.

# Our	investment	in	BM&FBOVESPA	subjects	us	to	investment	and	currency	risk.

We	own	an	interest	in	BM&FBOVESPA	representing	approximately	5%	of	its	outstanding	shares	which	had	a	fair	value	of	$798.8	million	as	of	December	31,	2010.	As an	exchange,	its	ability	to	maintain	or	expand	its	trading	volume	and	operate	its	business	is	subject	to	the	same	types	of	risks	to	which	we	are	subject.	Additionally,	its stock	is	valued	in	Brazilian	real,	which	subjects	us	to	currency	risk.	There	is	no	guarantee	that	our	investment	in	BM&FBOVESPA	will	be	profitable.	Under	the	terms	of the	transaction,	we	may	not	sell	our	shares	in	BM&FBOVESPA	until	February	2012.

# Any	impairment	of	our	goodwill	and	other	intangible	assets	or	investments	may	result	in	material,	non-cash	writedowns	and	could	have	a	material	adverse	impact on	our	results	of	operations	and	shareholders'	equity.

In	connection	with	our	acquisitions	and	investments,	including	our	mergers	with	CBOT	Holdings	and	NYMEX	Holdings,	we	have	recorded	goodwill	and	identifiable intangible	assets.	We	assess	goodwill	and	intangible	assets	for	impairment	by	applying	a	fair	value	test	looking	at	historical	performance,	capital	requirements	and projected	cash	flows	on	an	annual	basis	or	more	frequently	if	indicators	of	impairment	arise.	Over	the	past	three	years,	we	have	recorded	impairment	charges	in connection	with	our	investments	in	BM&FBOVESPA,	IMAREX	ASA,	the	Dubai	Mercantile	Exchange,	FXMarketSpace	and	OneChicago	and	our	acquisitions	of Swapstream	and	CMA.	We	may	continue	to	experience	future	events	that	result	in	impairments.	The	risk	of	impairment	losses	may	increase	to	the	extent	our	market capitalization	and	earnings	decline.	An	impairment	of	the	value	of	our	existing	goodwill	and	intangible	assets	could	have	a	significant	negative	impact	on	our	future operating	results	and	could	have	an	adverse	impact	on	our	ability	to	satisfy	the	financial	ratios	or	other	covenants	under	our	existing	or	future	debt	agreements.

# Our	quarterly	operating	results	fluctuate	due	to	seasonality.	As	a	result,	you	will	not	be	able	to	rely	on	our	operating	results	in	any	particular	quarter	as	an indication	of	our	future	performance.

Generally,	we	have	historically	experienced	relatively	higher	trading	volume	during	the	first	and	second	quarters	and	sequentially	lower	trading	volume	in	the	third	and fourth	quarters.	As	a	result	of	this	seasonality,	you	will	not	be	able	to	rely	on	our	operating	results	in	any	particular	period	as	an	indication	of	our	future	performance.	If we	fail	to	meet	securities	analysts'	expectations	regarding	our	operating	results,	the	price	of	our	Class	A	common	stock	could	decline	substantially.

Our	average	rate	per	contract	is	subject	to	fluctuation	due	to	a	number	of	factors.	As	a	result,	you	will	not	be	able	to	rely	on	our	average	rate	per	contract	in	any particular	period	as	an	indication	of	our	future	average	rate	per	contract.

Our	average	rate	per	contract,	which	impacts	our	operating	results,	is	subject	to	fluctuation	due	to	shifts	in	the	mix	of	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.	For	example,	we	earn	a	higher	rate	per	contract for	trades	executed	electronically	than	for	trades	executed	on	the	trading	floor.	In	addition,	our	members	and	participants	in	our	various	incentive	programs	generally	are charged	lower	fees	than	our	non-member	customers.	Variation	in	each	of	these	factors	is	difficult	to	predict	and	will	have	an	impact	on	our	average	rate	per	contract	in the	particular	period.	Because	of	this	fluctuation,	you	may	not	be	able	to	rely	on	our	average	rate	per	contract	in	any	particular	period	as	an	indication	of	our	future average	rate	per	contract.	If	we	fail	to	meet	securities	analysts'	expectations	regarding	our	operating	results,	the	price	of	our	Class	A	common	stock	could	decline substantially.

# Our	cost	structure	is	largely	fixed.	If	our	revenues	decline	and	we	are	unable	to	reduce	our	costs,	our	profitability	will	be	adversely	affected.

Our	cost	structure	is	largely	fixed.	We	base	our	cost	structure	on	historical	and	expected	levels	of	demand	for	our	products	and	services.	If	demand	for	our	products	and services	and	our	resulting	revenues	decline,	we	may	not	be	able	to	adjust	our	cost	structure	on	a	timely	basis.	In	that	event,	our	profitability	will	be	adversely	affected.

Twenty	of	our	board	members	own	trading	rights	or	are	officers	or	directors	of	firms	who	own	trading	rights	on	our	exchanges.	As	members,	these	individuals	may have	interests	that	differ	from	or	conflict	with	those	of	shareholders	who	are	not	also	members.	Our	dependence	on	the	trading	and	clearing	activities	of	our members,	combined	with	their	rights	to	elect	directors,	may	enable	them	to	exert	substantial	influence	over	the	operation	of	our	business.

Twenty	of	our	directors	own	or	are	officers	or	directors	of	firms	who	own	trading	rights	on	our	exchange.	We	are	dependent	on	the	revenues	from	the	trading	and clearing	activities	of	our	members.	In	2010,	79%	of	our	trading	volume	was	derived	from	our	members.	This	dependence	may	give	them	substantial	influence	over	how we	operate	our	business.

Many	of	our	members	and	clearing	firms	derive	a	substantial	portion	of	their	income	from	their	trading	or	clearing	activities	on	or	through	our	exchanges.	In	addition, trading	rights	on	our	exchanges	have	substantial	independent	value.	The	amount	of	income	that	members	derive	from	their	trading,	brokering	and	clearing	activities	and the	value	of	their	trading	rights	are,	in	part,	dependent	on	the	fees	they	are	charged	to	trade,	broker,	clear	and	access	our	markets	and	the	rules	and	structure	of	our markets.	As	a	result,	holders	of	our	Class	A	common	stock	may	not	have	the	same	economic	interests	as	our	members.	In	addition,	our	members	may	have	differing interests	among	themselves	depending	on	the	roles	they	serve	in	our	markets,	their	method	of	trading	and	the	products	they	trade.	Consequently,	members	may	advocate that	we	enhance	and	protect	their	clearing	and	trading	opportunities	and	the	value	of	their	trading	privileges	over	their	investment	in	our	Class	A	common	stock,	if	any.

The	rights	of	our	members,	including	the	board	representation	rights	of	the	members	of	our	CME	exchange	to	elect	six	directors	and	the	rights	described	in	the immediately	following	risk	factor,	could	be	used	to	influence	how	our	business	is	changed	or	developed,	including	how	we	address	competition	and	how	we	seek	to grow	our	volume	and	revenue	and	enhance	shareholder	value.

# Our	members	have	been	granted	special	rights,	which	protect	their	trading	privileges,	require	that	we	maintain	open	outcry	trading	until	volumes	are	not significant	and,	in	the	case	of	our	Class	B	shareholders	and	CBOT	members,	provide	them	with	special	board	representation.

Under	the	terms	of	the	organizational	documents	of	our	exchanges,	our	members	have	certain	rights	that	relate	primarily	to	trading	right	protections,	certain	trading	fee protections	and	certain	membership	benefit	protections.	Additionally,	our	Class	B	shareholders,	who	are	members	of	our	CME	exchange,	are	also	entitled	to	elect	six directors	to	our	board;	even	if	their	Class	A	share	ownership	interest	is	very	small	or	non-existent.	We	are	also	required	to	include	at	least	10	CBOT	directors	(as	defined in	our	bylaws)	on	our	board	until	our	2012	annual	meeting	of	shareholders	and	to	submit	changes	to	the	rules	and	regulations	of	the	CBOT	exchange	to	the	CBOT 31

directors	in	advance	for	their	review.	In	the	event	the	CBOT	directors	determine	in	their	sole	discretion	that	a	proposed	rule	change	will	materially	impair	the	business	of CBOT	or	the	business	opportunities	of	the	holders	of	the	CBOT	memberships,	such	change	must	be	submitted	to	a	committee	comprised	of	three	CBOT	directors	and two	CME	directors	(as	defined	in	our	bylaws).	In	connection	with	these	rights,	our	ability	to	take	certain	actions	that	we	may	deem	to	be	in	the	best	interests	of	the company	and	its	shareholders,	including	actions	relating	to	the	operation	of	our	open	outcry	trading	facilities	and	certain	pricing	decisions,	may	be	limited	by	the	rights of	our	members.

# ITEM	1B. UNRESOLVED	STAFF	COMMENTS

Not	applicable.

# ITEM	2. PROPERTIES

Our	global	headquarters	are	located	in	Chicago,	Illinois	at	20	South	Wacker	Drive.	The	following	is	a	description	of	our	key	locations	and	facilities.

|  |  |  |  | Approximate	Size |
| :--- | :--- | :--- | :--- | :--- |
| Location | Primary\tUse | Owned/Leased | Lease\tExpiration | (in\tsquare\tfeet)^(1) |
| 20\tSouth\tWacker\tDrive,\tChicago,\nIllinois | Global\theadquarters\tand\toffice\tspace | Leased | 2022^(2) | 490,000 |
| 141\tWest\tJackson | Chicago\ttrading\tfloor\tand\toffice | Owned | N/A | 1,500,000^(3) |
| Chicago,\tIllinois | space |  |  |  |
| 550\tWest\tWashington\nChicago,\tIllinois | Office\tspace | Leased | 2023 | 225,000 |
| One\tNorth\tEnd | New\tYork\ttrading\tfloor\tand\toffice | Mixed^(4) | 2069 | 500,000^(5) |
| New\tYork,\tNew\tYork | space |  |  |  |
| 33\tCannon\tStreet,\tLondon | Office\tspace | Leased | 2019 | 14,000^(6) |
| One\tNew\tChange,\tLondon | Office\tspace | Leased | 2026 | 40,000^(7) |
| Annex\tData\tCenter\nChicagoland\tarea | Business\tcontinuity | Leased | 2014 | 100,000 |
| Remote\tData\tCenter\nChicagoland\tarea | Business\tcontinuity | Leased | 2017 | 50,000 |
| Data\tCenter\t3 | Business\tcontinuity\tand\tco-location | Owned | N/A | 430,000 |

(1) Size	represents	the	amount	of	space	leased	by	us	unless	otherwise	noted.

(2) The	initial	lease	expires	in	2022	with	two	consecutive	options	to	extend	the	term	for	seven	and	ten	years,	respectively.

(3) We	occupy	approximately	425,000	square	feet	of	the	141	West	Jackson	complex.

(4) The	One	North	End	property	is	subject	to	a	ground	lease	with	the	Battery	Park	City	Authority	for	the	site	of	our	New	York	offices	and	trading	facility.	In accordance	with	the	terms	of	the	lease,	we	are	deemed	to	lease	the	building	and	its	improvements	from	the	landlord.	We	do	not	make	lease	payments	to	the landlord	related	to	the	building	and	we	receive	the	financial	benefit	of	the	rental	income.

(5) We	occupy	approximately	350,000	square	feet	of	the	One	North	End	Building.

(6) We	have	a	termination	right	effective	in	the	first	quarter	of	2012,	which	we	intend	to	exercise	in	the	first	quarter	of	2011.

(7) We	expect	to	occupy	the	space	at	One	New	Change	in	the	second	quarter	of	2011.

We	also	lease	global	office	space	around	the	world	and	have	also	partnered	with	major	global	telecommunications	carriers	in	connection	with	our	telecommunications hubs	whereby	we	place	data	cabinets	within	the	carriers'	existing	secured	data	centers.	We	believe	our	facilities	are	adequate	for	our	current	operations	and	that additional	space	can	be	obtained	if	needed.

# ITEM	3. LEGAL	PROCEEDINGS

See	"Legal	Matters"	in	Note	18.	Contingencies	to	the	Consolidated	Financial	Statements	beginning	on	page	96	for	CME	Group's	litigation	disclosure	which	is incorporated	herein	by	reference.

# PART	II

# ITEM	5. MARKET	FOR	REGISTRANT'S	COMMON	EQUITY,	RELATED	STOCKHOLDER	MATTERS	AND	ISSUER	PURCHASES	OF	EQUITY SECURITIES

# Class	A	Common	Stock

Our	Class	A	common	stock	is	currently	listed	on	NASDAQ	under	the	ticker	symbol	"CME."	As	of	February	16,	2011,	there	were	approximately	3,319	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	NASDAQ.

# 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	specific	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.

Class	B	shares	and	the	associated	trading	rights	are	bought	and	sold	or	leased	through	our	shareholder	relations	and	membership	services	department.	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	16,	2011,	there	were	approximately	1,751	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:

On	January	5,	2011,	our	board	approved	a	change	in	our	annual	dividend	policy	to	increase	the	target	from	approximately	30%	of	the	prior	year's	cash	earnings	to approximately	35%.	In	accordance	with	this	policy,	we	intend	to	continue	to	pay	a	regular	quarterly	dividend	to	our	shareholders.	The	decision	to	declare	a	dividend, however,	remains	within	the	discretion	of	our	board	of	directors	and	may	be	affected	by	various	factors,	including	our	future	earnings,	financial	condition,	capital requirements,	levels	of	indebtedness	and	other	considerations	our	board	of	directors	deems	relevant.	On	February	23,	2011,	the	board	of	directors	declared	a	regular quarterly	dividend	of	$1.40	per	share	payable	on	March	25,	2011	to	shareholders	of	record	on	March	10,	2011.	Assuming	no	changes	in	the	number	of	shares outstanding,	the	dividend	payment	will	total	approximately	$93.6	million.

The	indentures	governing	our	floating	and	fixed	rate	notes,	our	364-day	clearing	house	credit	facility	for	$1.0	billion	and	our	new	$1.0	billion	multi-currency	revolving senior	credit	facility	entered	into	in	2011,	do	not	contain	specific	covenants	that	restrict	the	ability	to	pay	dividends.	These	documents,	however,	do	contain	other customary	financial	and	operating	covenants	that	place	restrictions	on	the	operations	of	the	company,	which	could	indirectly	affect	the	ability	to	pay	dividends.

For	example,	under	our	new	senior	credit	facility,	we	are	required	to	remain	in	compliance	with	a	consolidated	net	worth	test,	defined	as	our	consolidated	shareholders' equity	as	of	September	30,	2010	after	giving	effect	to	actual	share	repurchases	made	and	special	dividends	paid,	but	only	up	to	the	amount	of	such	repurchases	and dividends	publicly	announced	and	made	or	paid	after	September	30,	2010	(and	in	no	event	greater	than	$2.0	billion	in	the	aggregate	for	such	repurchases	and	dividends during	the	term	of	the	agreement),	multiplied	by	0.65.	In	addition,	our	364-day	clearing	house	credit	facility	contains	a	requirement	that	CME	remain	in	compliance	with a	consolidated	tangible	net	worth	test,	defined	as	consolidated	shareholder's	equity	less	intangible	assets	(as	defined	in	the	agreement),	of	not	less	than	$125	million.

CME	Group,	as	a	holding	company,	has	no	operations	of	its	own.	Instead,	it	relies	on	dividends	declared	and	paid	to	it	by	its	subsidiaries,	including	CME,	in	order	to provide	a	portion	of	the	funds	which	it	uses	to	pay	dividends	to	its	shareholders.

CME	Group	and	its	subsidiaries	are	also	required	to	comply	with	restrictions	contained	in	the	general	corporation	laws	of	their	state	of	incorporation	which	could	also limit	its	(or	their)	ability	to	declare	and	pay	dividends.

# PERFORMANCE	GRAPH

The	following	graph	compares	the	cumulative	five-year	total	return	provided	shareholders	on	our	Class	A	common	stock	relative	to	the	cumulative	total	returns	of	the S&P	500	index	and	two	customized	peer	groups.	The	old	peer	group	includes	IntercontinentalExchange,	Inc.,	NYSE	Euronext	and	The	Nasdaq	OMX	Group	Inc.	The new	peer	group	is	the	same	as	the	old	peer	group	with	the	addition	of	CBOE	Holdings,	Inc.	which	completed	its	initial	public	offering	in	June	2010.	An	investment	of $100	(with	reinvestment	of	all	dividends)	is	assumed	to	have	been	made	in	our	Class	A	common	stock,	in	the	peer	groups	and	the	S&P	500	index	on	December	31,	2005 and	its	relative	performance	is	tracked	through	December	31,	2010.

# The	stock	price	performance	included	in	this	graph	is	not	necessarily	indicative	of	future	stock	price	performance

|  | 2006 | 2007 | 2008 | 2009 | 2010 |
| :--- | :--- | :--- | :--- | :--- | :--- |
| CME\tGroup\tInc. | $139.48 | $188.81 | $58.66 | $96.37 | $93.73 |
| S&P\t500 | \t 115.80 | \t 122.16 | \t 76.96 | \t 97.33 | \t 111.99 |
| Old\tPeer\tGroup | \t 155.58 | \t 190.78 | \t 72.25 | \t 76.11 | 87.61 |
| New\tPeer\tGroup | \t 155.58 | \t 190.78 | \t 72.25 | \t 76.11 | 87.61 |

# Unregistered	Sales	of	Equity	Securities

In	connection	with	our	strategic	partnership	with	BM&FBOVESPA,	we	issued	shares	to	BM&FBOVESPA	in	two	separate	transactions	resulting	in	their	aggregate ownership	of	approximately	5%	of	our	Class	A	common	shares.	The	first	transaction	occurred	on	February	26,	2008	and	involved	the	issuance	of	1.2	million	Class	A shares	valued	at	$631.4	million	in	exchange	for	our	receipt	of	an	equity	stake	of	approximately	10%	in	the	Brazilian	Mercantile	&	Futures	Exchange.	Subsequent	to	this investment,	the	Brazilian	Mercantile	&	Futures	Exchange	merged	with	Bovespa	Holdings	S.A.	to	become	BM&FBOVESPA.	On	July	16,	2010,	in	connection	with	a definitive	Share	Purchase	and	Investor	Rights	Agreement,	dated	June	22,	2010,	we	issued	to	BM&FBOVESPA	2.2	million	shares	of	our	Class	A	common	stock	at	a purchase	price	per	share	of	$275.12	in	cash,	or	approximately	$607.0	million	in	the	aggregate.	The	shares	of	our	Class	A	common	stock	issued	in	these	transactions	were unregistered	and	were	issued	in	reliance	on	Section	4(2)	of	the	Securities	Act.	The	shares	are	subject	to	transfer	restrictions	that	will	expire	in	February	2012.

On	November	27,	2009,	as	consideration	for	our	acquisition	of	a	25%	equity	stake	in	Bursa	Derivatives,	we	issued	76,427	shares	of	our	Class	A	common	stock	to	Bursa Malaysia	Berhad,	its	parent	company.	The	aggregate	value	of	the	transaction	was	$25.1	million.	The	shares	of	Class	A	common	stock	were	issued	in	an	unregistered transaction	in	reliance	on	Section	4(2)	of	the	Securities	Act	and	are	subject	to	transfer	restrictions	that	will	expire	over	the	next	four	years	with	one	fourth	of	the	shares being	released	on	an	annual	basis.

# Issuer	Purchases	of	Equity	Securities

| Period | (a)	Total	Number<br>of	Class	A<br>Shares<br>Purchased^(1) | (b)	Average	Price<br>Paid	Per	Share | Shares	Purchased	as<br>Part	of	Publicly<br>Announced	Trading<br>Plans	or	Programs | (d)	Maximum	Number<br>of	Shares	that	May	Yet<br>Be	Purchased	Under<br>the	Plans	or	Programs^(2) |
| :--- | :--- | :--- | :--- | :--- |
| October\t1\tto\tOctober\t31 | 29 | $\t\t\t\t\t286.60 | \t\t\t\t\t\t\t\t\t\t\t\t— | \t\t\t\t\t\t\t\t\t\t\t\t343,235 |
| November\t1\tto\tNovember\t30 | \t\t\t\t\t\t\t\t\t\t\t\t— | — | — | 343,235 |
| December\t1\tto\tDecember\t31 | 7,114 | 318.40 | — | 343,235 |
| Total | 7,143 |  | — |  |

(1) Shares	purchased	consist	of	shares	surrendered	to	satisfy	employee	tax	obligations	upon	the	vesting	of	restricted	stock.

(2) On	February	11,	2010,	the	company	announced	that	its	board	had	approved	a	plan	to	repurchase	up	to	2.35	million	shares	of	its	Class	A	common	stock.	This buyback	program	is	not	subject	to	an	expiration	period.

# ITEM	6. SELECTED	FINANCIAL	DATA

On	July	12,	2007,	CBOT	Holdings,	Inc.	(CBOT	Holdings)	merged	with	and	into	Chicago	Mercantile	Exchange	Holdings	Inc.	(CME	Holdings).	At	the	time	of	this merger,	the	combined	company	was	renamed	CME	Group	Inc.	(CME	Group).	On	March	23,	2008,	CME	Group	acquired	Credit	Market	Analysis	Ltd.,	a	private company	incorporated	in	the	United	Kingdom,	and	its	wholly-owned	subsidiaries	(collectively,	CMA).	On	August	22,	2008,	NYMEX	Holdings,	Inc.	(NYMEX Holdings)	merged	with	CME	Group.	On	March	18,	2010,	the	Board	of	Trade	of	the	City	of	Chicago,	Inc.	(CBOT)	acquired	a	90%	ownership	interest	in	CME	Group Index	Services	LLC	(Index	Services),	a	joint	venture	with	Dow	Jones	&	Company	(Dow	Jones).

The	following	data	includes	the	financial	results	of	CBOT	Holdings	beginning	July	13,	2007,	the	financial	results	of	CMA	beginning	March	24,	2008,	the	financial results	of	NYMEX	Holdings	beginning	August	23,	2008	and	the	financial	results	of	Index	Services	beginning	March	19,	2010.

| (in	millions,	except	per	share	data) | 2010 | 2009 | 2008 | 2007 | 2006 |
| :--- | :--- | :--- | :--- | :--- | :--- |
| Income\tStatement\tData: |  |  |  |  |  |
| Total\trevenues | $3,003.7 | $2,612.8 | $2,561.0 | $1,756.1 | $1,089.9 |
| Operating\tincome | 1,831.1 | 1,589.1 | 1,582.2 | 1,051.9 | 621.5 |
| Non-operating\tincome\t(expense) | (109.2) | (151.6) | (334.2) | 43.9 | 50.2 |
| Income\tbefore\tincome\ttaxes | 1,721.9 | 1,437.5 | 1,248.0 | 1,095.8 | 671.7 |
| Net\tincome\tattributable\tto\tCME\tGroup | 951.4 | 825.8 | 715.5 | 658.5 | 407.3 |
| Earnings\tper\tcommon\tshare: |  |  |  |  |  |
| Basic | $14.35 | $12.44 | $12.18 | $15.05 | $11.74 |
| Diluted | 14.31 | 12.41 | 12.13 | 14.93 | 11.60 |
| Cash\tdividends\tper\tshare | 4.60 | 4.60 | 9.60 | 3.44 | 2.52 |
| Balance\tSheet\tData: |  |  |  |  |  |
| Total\tassets | $35,046.1 | $35,651.0 | $48,158.7 | $20,306.2 | $4,306.5 |
| Short-term\tdebt | 420.5 | 299.8 | 249.9 | 164.4 | — |
| Long-term\tdebt | 2,104.8 | 2,014.7 | 2,966.1 | — | — |
| Shareholders'\tequity | \t 20,060.1 | 19,301.0 | 18,688.6 | 12,305.6 | 1,519.1 |

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 2008	volume	data	includes	average	daily	volume	for	NYMEX	products	for	the	period	August	23	through	December	31,	2008.	The	2007	volume	data	includes	average daily	volume	for	CBOT	products	for	the	period	July	13	through	December	31,	2007.	All	amounts	exclude	our	TRAKRS,	HuRLO,	Swapstream,	credit	default	swaps, interest	rate	swaps	and	auction-traded	products.

|  |  |  | Year	Ended	or	At	December	31 |  |  |
| :--- | :--- | :--- | :--- | :--- | :--- |
| (in\tthousands,\texcept\tnotional\tvalue) | 2010 | 2009 | 2008 | 2007 | 2006 |
| Average\tDaily\tVolume: |  |  |  |  |  |
| Product\tLines: |  |  |  |  |  |
| Interest\trate | 5,449 | 4,260 | 6,085 | 7,093 | 3,078 |
| Equity | 2,907 | 2,916 | 3,663 | 2,744 | 1,734 |
| Foreign\texchange | 919 | 624 | 623 | 569 | 453 |
| Agricultural\tcommodity | 914 | 741 | 848 | 728 | 78 |
| Energy | 1,662 | 1,492 | 1,348 | — | — |
| Metal | 316 | 225 | 208 | — | — |
| Total\tAverage\tDaily\tVolume | 12,167 | 10,258 | 12,775 | 11,134 | 5,343 |
| Method\tof\tTrade: |  |  |  |  |  |
| Electronic | 10,120 | 8,290 | 10,180 | 8,661 | 3,808 |
| Open\toutcry | 1,402 | 1,310 | 1,943 | 2,276 | 1,483 |
| Privately\tnegotiated | 198 | 164 | 208 | 197 | 52 |
| CME\tClearPort | 447 | 494 | 444 | — | — |
| Total\tAverage\tDaily\tVolume | 12,167 | 10,258 | 12,775 | 11,134 | 5,343 |
| Other\tData: |  |  |  |  |  |
| Total\tNotional\tValue\t(in\ttrillions) | $994 | $813 | $1,227 | $1,134 | $824 |
| Total\tTrading\tVolume\t(round\tturn\ttrades) | \t 3,078,149 | \t 2,584,891 | \t 2,978,459 | \t 2,249,632 | \t 1,341,111 |
| Open\tInterest\tat\tYear\tEnd\t(contracts) | 84,873 | 78,102 | 63,049 | 53,981 | 35,107 |

# ITEM	7. MANAGEMENT'S	DISCUSSION	AND	ANALYSIS	OF	FINANCIAL	CONDITION	AND	RESULTS	OF	OPERATIONS

# INTRODUCTION

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	business strategy;	and	our	primary	sources	of	operating	and	non-operating	revenues	and	expenditures.

•	 Critical	Accounting	Policies:	Provides	an	explanation	of	accounting	policies	which	may	have	a	significant	impact	on	our	financial	results	and	the estimates,	assumptions	and	risks	associated	with	those	policies.

•	 Recent	Accounting	Pronouncements:	Includes	an	evaluation	of	recent	accounting	pronouncements	and	the	potential	impact	of	their	future	adoption	on our	financial	results.

•	 Results	of	Operations:	Includes	a	discussion	of	our	2010,	2009	and	2008	financial	results	and	any	known	events	or	trends	which	are	likely	to	impact	future results.

•	 Liquidity	and	Capital	Resources:	Includes	a	discussion	of	our	future	cash	requirements,	capital	resources,	significant	planned	expenditures	and	financing arrangements.

On	March	23,	2008,	CME	Group	acquired	Credit	Market	Analysis	Ltd.,	a	private	company	incorporated	in	the	United	Kingdom,	and	its	wholly-owned	subsidiaries (collectively,	CMA).	On	August	22,	2008,	NYMEX	Holdings,	Inc.	(NYMEX	Holdings)	merged	with	CME	Group.	On	March	18,	2010,	Board	of	Trade	of	the	City	of Chicago,	Inc.	(CBOT)	acquired	a	90%	ownership	interest	in	CME	Group	Index	Services	LLC	(Index	Services),	a	joint	venture	with	Dow	Jones	&	Company	(Dow Jones).	The	following	Management's	Discussion	and	Analysis	of	Financial	Condition	and	Results	of	Operations	includes	the	financial	results	of	CMA	beginning March	24,	2008,	the	financial	results	of	the	former	NYMEX	Holdings	beginning	August	23,	2008	and	the	financial	results	of	Index	Services	beginning	March	19,	2010.

References	in	this	discussion	and	analysis	to	"we"	and	"our"	are	to	CME	Group	Inc.	(CME	Group)	and	its	consolidated	subsidiaries,	collectively.	References	to "exchange"	are	to	Chicago	Mercantile	Exchange	Inc.	(CME),	CBOT	and	New	York	Mercantile	Exchange,	Inc.	(NYMEX),	collectively.

# OVERVIEW

# Business	Structure

CME	Group,	a	Delaware	stock	corporation,	is	the	holding	company	for	CME,	CBOT,	NYMEX	and	their	respective	subsidiaries.	The	holding	company	structure	is designed	to	provide	strategic	and	operational	flexibility.	CME	Group's	Class	A	common	stock	is	listed	on	the	NASDAQ	Global	Select	Market	(NASDAQ)	under	the ticker	symbol	"CME."

Our	exchange	consists	of	designated	contract	markets	for	the	trading	of	futures	and	options	on	futures	contracts	as	well	as	clearing	over-the-counter	contracts.	Futures contracts	and	options	on	futures	contracts	provide	investors	with	vehicles	for	protecting	against,	and	potentially	profiting	from,	price	changes	in	financial	instruments and	physical	commodities.

We	are	a	global	exchange	with	customer	access	available	virtually	all	over	the	world.	Our	customers	consist	of	professional	traders,	financial	institutions,	individual	and institutional	investors,	major	corporations,	manufacturers,	producers	and	governments.	Customers	include	both	members	of	the	exchange	and	non-members.

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,	agricultural	commodities,	energy,	and	metals.

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	platform	and	our	open	outcry	trading	floors.	These	execution	facilities	offer	our	customers	immediate trade	execution	and	price	transparency.	In	addition,	trades	can	be	executed	through	privately	negotiated	transactions	that	are	cleared	and	settled	through	our	clearing house.

Our	clearing	house	clears,	settles	and	guarantees	every	futures	and	options	contract	traded	through	our	exchange,	in	addition	to	cleared	over-the-counter	products, including	credit	default	swaps	and	interest	rate	swaps.	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	flexibility	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	flexibility	in	establishing	and adjusting	positions	and	provides	for	performance	bond	efficiencies.

To	ensure	performance	of	counterparties,	we	establish	and	monitor	financial	requirements	of	our	clearing	firms.	We	also	establish	minimum	performance	bond requirements	for	our	exchange-traded	products	and	over-the-counter	products.	We	mark-to-market	all	open	positions	at	least	twice	a	day	and	require	payment	from clearing	firms	whose	positions	have	lost	value	and	make	payments	to	clearing	firms	whose	positions	have	gained	value.	For	product	offerings	within	new	markets, positions	are	marked-to-market	daily,	with	the	capability	to	mark-to-market	more	frequently	as	market	conditions	warrant.	We	maintain	a	financial	safeguard	package	to be	used	in	the	event	of	default	of	a	clearing	firm	for	our	futures,	options	or	cleared	over-the-counter	credit	default	swap	contracts.	In	the	unlikely	event	of	a	payment default	by	a	clearing	firm	for	our	futures,	options	or	cleared	over-the-counter	credit	default	swap	contracts,	we	would	first	apply	assets	of	the	defaulting	clearing	firm	to satisfy	its	payment	obligation.	These	assets	include	the	defaulting	firm's	guaranty	fund	contributions,	performance	bonds	and	any	other	available	assets,	such	as	assets required	for	membership	and	any	associated	trading	rights.	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	firm.	Thereafter,	if	the	payment	default	remains	unsatisfied,	we	would	use,	in	order,	CME's	surplus	funds,	guaranty	fund contributions	of	other	clearing	firms	and	funds	collected	through	an	assessment	against	solvent	clearing	firms	to	satisfy	the	deficit.	Surplus	funds	represent	the	amount of	CME	working	capital	reduced	by	an	amount	necessary	to	support	normal	operations	and	amounts	designated	by	CME	for	our	interest	rate	swap	financial	safeguard package.

We	maintain	a	separate	financial	safeguard	package	to	support	our	cleared	over-the-counter	interest	rate	swap	products.	This	separate	interest	rate	swaps	financial safeguard	package	is	independent	of	our	financial	safeguard	package	for	our	futures,	options	or	cleared	over-the-counter	credit	default	swaps	and	is	isolated	to	clearing firms	for	our	interest	rate	swap	products.	This	financial	safeguard	package	includes	a	separate	guaranty	fund,	risk	committee	and	default	management	procedures.	We have	also	designated	an	additional	$100.0	million	of	CME	working	capital	to	be	used	in	the	event	of	default	of	one	of	the	clearing	firms	for	interest	rate	swap	contracts after	the	defaulting	clearing	firm	assets	have	been	applied.

# Industry	Trends

Economic	Environment.	Despite	the	recent	economic	volatility,	our	customers	continue	to	use	our	markets	as	an	effective	and	transparent	means	to	manage	risk.	Over the	last	few	years,	trading	activity	in	our	centralized	markets	has	fluctuated	due	to	the	ongoing	uncertainty	in	the	financial	markets,	fluctuations	in	the	availability	of

credit,	variations	in	the	amount	of	assets	under	management	as	well	as	the	Federal	Reserve	Bank's	continued	zero	interest	rate	policy.	We	continue	to	maintain	quality products	and	services	which	support	our	customers	in	any	economic	environment.

Competitive	Environment.	We	operate	in	a	highly	competitive	industry	and	expect	competition	to	continue	to	intensify,	especially	after	a	recent	consolidation	of exchanges	and	new	entrants	to	the	markets	we	serve.	We	encounter	competition	in	all	aspects	of	our	business.	Competition	is	influenced	by	liquidity	and	transparency	of the	markets,	variability	in	fee	structures,	breadth	of	product	offerings	including	quality	of	new	product	development	as	well	as	efficient	and	innovative	technology.	We now	face	competition	from	other	futures,	securities	and	securities	option	exchanges;	over-the-counter	markets;	clearing	organizations;	consortia	formed	by	our	members and	large	market	participants;	alternative	trade	execution	facilities;	technology	firms,	including	market	data	distributors	and	electronic	trading	system	developers;	and others.

Regulatory	Environment.	Our	operations	as	a	futures	exchange	have	historically	been	subject	to	extensive	regulation.	In	light	of	widespread	difficulties	across	the economy,	particularly	acute	in	the	latter	half	of	2008	and	early	2009,	there	have	been	many	calls	for	a	restructuring	of	the	regulation	of	financial	markets.	In	July	2010, the	Dodd-Frank	Act	was	signed	into	law.	The	Dodd-Frank	Act	is	a	comprehensive	banking	and	financial	services	reform	package	that	includes	significant	changes	to	the oversight	of	the	derivatives	markets,	both	over-the-counter	and	exchange-traded.	While	we	believe	that	the	new	regulations	will	provide	opportunities	for	our	business, the	new	regulations	are	subject	to	extensive	rulemaking	by	various	regulators.	To	the	extent	the	regulatory	environment	following	the	implementation	of	the	new legislation	and	other	financial	reform	regulations	is	less	beneficial	for	us	or	our	customers,	our	business,	financial	condition	and	operating	results	could	be	negatively affected.

# Business	Strategy

Our	strategy	focuses	on	leveraging	our	benchmark	products,	enhancing	our	customer	relations,	expanding	our	customer	base,	advancing	our	clearing	and	trading technologies,	and	deriving	benefits	from	our	integrated	clearing	house	as	well	as	our	scalable	infrastructure.	We	specifically	focus	our	strategy	on	capitalizing	on opportunities	created	by	increased	market	awareness	and	acceptance	of	derivatives,	increased	price	volatility,	technological	advances	and	the	increasing	need	for counterparty	risk	mitigation	and	clearing	services.	This	strategy	allows	us	to	continue	to	develop	into	a	more	broadly	diversified	financial	exchange	that	provides	trading and	clearing	solutions	across	a	wide	range	of	products	and	asset	classes.	We	believe	that	we	can	build	on	our	competitive	strengths	by	implementing	the	following strategies:

•	 Grow	our	core	business	through	expansion	of	our	existing	benchmark	product	lines	and	new	product	offerings	as	well	as	improvement	of	our	customer relations	in	order	to	cross-sell	our	products;

•	 Globalize	our	business	by	expanding	and	diversifying	our	worldwide	customer	base	through	strategic	investments	and	relationships	with	other	key exchanges	around	the	world,	which	allows	us	to	accelerate	our	market	penetration	and	improve	product	sales	channels;

•Provide	a	comprehensive	multi-asset	class	clearing	solution	to	the	over-the-counter	market	that	maximizes	operational	efficiency,	as	well	as	expand	our over-the-counter	product	offerings;	and

•Establish	ourselves	as	the	leading	exchange	company	provider	of	information	products	and	index	services,	which	would	allow	us	to	create	additional	cross- listing	opportunities	and	new	opportunities	for	index	creation.	It	will	also	allow	us	to	create	opportunities	for	licensing	across	the	global	market	as	well	as expanding	market	data	dissemination	services	to	our	global	network	of	clients	and	exchange	partners.

# Primary	Sources	of	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	profitability	fluctuate	with	changes	in	trading	volume.	In	addition	to	the	industry	trends	noted	earlier,	our	revenues	and	trading	volume tend	to	increase	during	periods	of	economic	and	geopolitical	uncertainty	as	our	customers	seek	to	manage	their	exposure	to,	or	speculate	on,	the	market	volatility resulting	from	uncertainty.

While	volume	has	the	most	significant	impact	on	our	clearing	and	transaction	fees	revenue,	there	are	four	other	factors	that	also	influence	this	source	of	revenues:

•rate	structure;

•product	mix;

# •trading	venue;	and

•the	percentage	of	trades	executed	by	customers	who	are	members	compared	with	non-member	customers.

Rate	structure.	Customers	benefit	from	volume	discounts	and	limits	on	fees	as	part	of	our	effort	to	increase	liquidity	in	certain	products.	We	offer	various	incentive programs	to	promote	trading	in	various	products	and	geographic	locations.	We	may	periodically	change	fees,	volume	discounts,	limits	on	fees	and	member	discounts, perhaps	significantly,	based	on	our	review	of	operations	and	the	business	environment.	For	example,	we	have	an	incentive	program	in	place	to	provide	fee	incentives	to international	trading	firms	that	trade	our	products	electronically.

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, agricultural	commodities,	energy	and	metals.	Rates	are	varied	by	product	in	order	to	optimize	revenue	on	existing	products	and	to	encourage	trading	volume	upon introduction	of	new	products.

Trading	venue.	Our	exchange	is	an	international	marketplace	that	brings	together	buyers	and	sellers	mainly	through	our	electronic	trading	platform	as	well	as	through open	outcry	trading	on	our	trading	floors	and	privately	negotiated	transactions.	Any	customer	who	is	guaranteed	by	a	clearing	firm	and	who	agrees	to	be	bound	by	our exchange	rules	is	able	to	obtain	direct	access	to	our	electronic	platform.	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	platform	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.	Privately negotiated	transactions	include	block	trades,	which	are	large	transactions	that	are	executed	between	selected	parties	off	the	public	auction	market	on	CME	Globex	or	the trading	floor.

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.

Other	sources.	Revenue	is	also	derived	from	other	sources	including	market	data	and	information	services,	access	and	communication	fees	and	various	services	related to	our	exchange	and	building	operations.

Market	data	and	information	services.	We	receive	market	data	and	information	services	revenue	from	the	dissemination	of	our	market	data	to	subscribers.	Subscribers can	obtain	access	to	our	market	data	services	either	directly	or	through	third-party	distributors.

Our	service	offerings	include	access	to	real-time,	delayed	and	end-of-day	quotation,	trade	and	summary	market	data	for	our	products	and	other	data	sources.	Users	of	our basic	service	receive	real-time	quotes	and	pay	a	flat	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	flat	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	market	data	and	information	services	revenue	are	influenced	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	financial	services	industry, which	constitutes	our	primary	customer	base,	also	influence	revenue	from	our	market	data	services.

On	March	18,	2010,	CBOT	and	Dow	Jones	entered	into	an	agreement	to	form	Index	Services.	Index	Services	was	formed	through	the	contribution	of	CBOT's	market data	business	and	Dow	Jones'	index	business.	Index	Services	generates	market	data	and	information	services	revenue	through	licensing	of	its	trademark	indexes	as	well as	through	calculation	and	distribution	of	its	market	data.

Access	and	communication	fees.	Access	and	communication	fees	are	the	connectivity	charges	to	customers	of	the	CME	Globex	platform	to	our	market	data	vendors	and to	direct	market	data	customers	as	well	as	charges	to	members	and	clearing	firms	that	utilize	our	various	telecommunications	networks	and	communications	services, including	our	co-location	initiatives.	Access	fee	revenue	varies	depending	on	the	type	of	connection	provided	to	customers.	Revenue	from	communication	fees	is dependent	on	open	outcry	trading,	as	a	significant	portion	relates	to	telecommunications	on	our	trading	floors.

Other	revenues.	Other	revenues	include	rent	charged	to	third	party	tenants	as	well	as	ancillary	charges	for	utilities,	parking	and	miscellaneous	services	provided	to tenants.	We	maintain	three	commercial	buildings	in	Chicago's	central	business	district.	We	rent	retail	and	office	space	to	third	party	tenants,	including	exchange customers.	We	also	maintain	office	space	in	New	York	City	that	is	rented	to	third	party	tenants,	including	exchange	customers.	All	tenants	pay	market	rates	for	rent. Revenues	related	to	our	real	estate	operations	are	generally	affected	by	market	rental	rates,	lease	renewals	and	business	conditions	in	the	financial	services	industry	in which	most	of	our	tenants	operate.

To	further	diversify	the	range	of	services	we	offer,	we	have	entered	into	processing	and	development	agreements	with	other	exchanges	and	service	organizations.	Prior	to our	merger	with	NYMEX	Holdings	in	August	2008,	we	collected	fees	from	NYMEX	for	listing	energy	and	metal	futures	products	on	the	CME	Globex	platform.	In 2010,	we	entered	into	an	agreement	with	BM&FBOVESPA	S.A	(BM&FBOVESPA)	to	develop	a	new	multi-asset	class	electronic	trading	platform	for	their	customers. We	recognize	revenue	under	this	agreement	as	services	are	provided	and	when	developed	technology	is	delivered.

Additionally,	other	revenues	include	fees	for	administrating	our	Interest	Earnings	Facility	(IEF)	program,	trade	order	routing,	and	various	services	to	members	and clearing	firms.	We	offer	clearing	firms	the	opportunity	to	invest	cash	performance	bonds	in	our	various	IEF	offerings.	These	clearing	firms	receive	interest	income,	and we	receive	a	fee	based	on	total	funds	on	deposit.	In	addition,	other	revenues	include	trading	gains	and	losses	generated	by	GFX	Corporation	(GFX),	our	wholly-owned subsidiary	that	trades	foreign	exchange	futures	contracts	to	enhance	liquidity	in	our	electronic	markets	for	these	products.

# Primary	Expenses

The	majority	of	our	expenses	do	not	vary	directly	with	changes	in	our	trading	volume.	Licensing	and	other	fee	agreements	expense	and	the	majority	of	our	employee bonuses	do	vary	directly	with	trading	volume.

Compensation	and	benefits.	Compensation	and	benefits	expense	is	our	most	significant	expense	and	includes	employee	wages,	bonuses,	stock-based	compensation, benefits	and	employer	taxes.	Changes	in	this	expense	are	driven	by	fluctuations	in	the	number	of	employees,	increases	in	wages	as	a	result	of	inflation	or	labor	market conditions,	changes	in	rates	for	employer	taxes	and	other	cost	increases	affecting	benefit	plans.	In	addition,	this	expense	is	affected	by	the	composition	of	our	work	force. The	expense	associated	with	our	bonus	and	stock-based	compensation	plans	can	also	have	a	significant	impact	on	this	expense	category	and	may	vary	from	year	to	year.

The	bonus	component	of	our	compensation	and	benefits	expense	is	based	on	our	financial	performance.	Under	the	performance	criteria	of	our	annual	incentive	plans,	the bonus	funded	under	the	plans	is	based	on	achieving	certain	financial	performance	targets	established	by	the	compensation	committee	of	our	board	of	directors.	The compensation	committee	may	adjust	the	target	level	of	performance	for	material,	unplanned	revenue,	expense	or	capital	expenditures	to	meet	intermediate	to	long-term growth	opportunities.

Stock-based	compensation	is	a	non-cash	expense	related	to	stock	options,	restricted	stock	and	performance	share	grants.	Stock-based	compensation	varies	depending	on the	quantity	and	fair	value	of	awards	granted.	The	fair	value	of	options	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.	The	fair	value of	other	awards	is	based	on	the	share	price	on	the	date	of	the	grant.

Amortization	of	purchased	intangibles.	This	expense	primarily	includes	amortization	of	intangible	assets	obtained	in	our	mergers	with	CBOT	Holdings	and	NYMEX Holdings	as	well	as	other	asset	and	business	acquisitions.	Intangible	assets	subject	to	amortization	consist	primarily	of	customer	relationships,	licensing	agreements,	and lease-related	intangible	assets.

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.

Other	expenses.	We	incur	additional	ongoing	expenses	for	communications,	technology	support	services	and	various	other	activities	necessary	to	support	our operations.

•	 Communications	expense	includes	costs	for	network	connections	to	our	electronic	trading	platform	and	some	market	data	customers;	telecommunications costs	of	our	exchange;	and	fees	paid	for	access	to	external	market	data.	This	expense	may	be	impacted	by	growth	in	electronic	trading,	our	capacity requirements	and	changes	in	the	number	of	telecommunications	hubs	and	connections	which	allow	customers	outside	the	United	States	access	to	our electronic	trading	platform	directly.

•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.

•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	may	fluctuate	as	a	result	of	changes	in	services	required	to	complete	initiatives	and	legal	proceedings.

•	 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.	We	have	significant	operations	located	in	Chicago	and	New	York	City	with	smaller	offices	in	located	throughout	Europe,	North	and South	America,	the	Middle	East	and	Asia.	Additionally,	we	have	trading	facilities	in	Chicago	and	New	York	City	as	well	as	data	centers	in	various	U.S. locations.

•Licensing	and	other	fee	agreements	expense	includes	license	fees	paid	as	a	result	of	trading	volume	in	equity	index	products,	and	royalty	and	broker	rebates on	metals	and	energy	products,	subsequent	to	the	merger	with	NYMEX	Holdings.	This	expense	fluctuates	with	changes	in	equity	index	product	volume	as well	as	CME	ClearPort	volumes	and	fee	structure	changes	in	the	agreements.

•	 Restructuring	expense	includes	transitional	employees'	severance,	retention	bonuses	and	associated	payroll	taxes	as	well	as	outplacement	costs	and	post- employment	healthcare	subsidies	resulting	from	our	mergers	with	CBOT	Holdings	in	July	2007	and	with	NYMEX	Holdings	in	August	2008.

•	 Other	expenses	include	marketing-related	as	well	as	general	and	administrative	costs.	Marketing,	advertising	and	public	relations	expense	includes	media, print	and	other	advertising	costs,	as	well	as	costs	associated	with	our	product	promotion.	Other	expenses	also	include	litigation	and	customer	settlements	as well	as	impairment	of	operational	assets.

# Non-Operating	Income	and	Expenses

Income	and	expenses	incurred	through	activities	outside	of	our	core	operations	are	considered	non-operating.	These	activities	include	investments	in	debt	and	equity securities	for	operational	and	strategic	purposes,	financing	activities	and	our	securities	lending	program.

•Investment	income	represents	income	generated	by	short-term	investment	of	excess	cash,	clearing	firms'	cash	performance	bonds	and	guaranty	fund contributions;	income	and	net	realized	gains	and	losses	from	our	marketable	securities;	gains	and	losses	on	trading	securities	in	our	non-qualified	deferred compensation	plans	and	dividend	income	from	our	strategic	investments.	Investment	income	is	influenced	by	the	availability	of	funds	generated	by operations,	market	interest	rates	and	changes	in	the	levels	of	cash	performance	bonds	deposited	by	clearing	firms.

•	 We	use	derivative	financial	instruments	for	the	purpose	of	hedging	exposures	to	fluctuations	in	interest	rates	and	foreign	currency	exchange	rates.	Any ineffective	or	excluded	portion	of	our	hedges	is	recognized	in	earnings	immediately.

•	 CME's	securities	lending	program	has	been	suspended	since	November	2008.	NYMEX's	securities	lending	program	was	terminated	in	June	2009.	Under the	securities	lending	program,	we	lend	a	portion	of	the	securities	that	clearing	firms	deposit	with	us	and	we	receive	collateral	in	the	form	of	cash	in	return. The	cash	is	invested	in	bank	money	market	mutual	funds,	overnight	repurchase	agreements,	corporate	debt	securities	or	other	asset-back	securities	to generate	interest	income.	The	balance	of	securities	on	deposit	fluctuates	as	a	result	of	changes	in	the	clearing	firms'	open	positions	and	how	clearing	firms elect	to	satisfy	their	performance	bond	requirements.	Securities	lending	interest	expense	represents	the	payment	to	the	borrower	of	the	security	for	the	cash retained	during	the	duration	of	the	lending	transaction.	Net	interest	income	from	securities	lending	is	impacted	by	changes	in	short-term	interest	rates	and the	level	of	demand	for	the	securities	on	deposit.

•Interest	and	other	borrowing	costs	are	associated	with	various	short-term	and	long-term	funding	facilities.	We	maintain	a	commercial	paper	program	with various	financial	institutions.	In	2008,	we	issued	short-term	and	long-term	debt	in	conjunction	with	our	merger	with	NYMEX	Holdings.	In	early	2009,	we refinanced	part	of	the	debt	that	was	previously	issued	for	the	NYMEX	Holdings	merger.	In	conjunction	with	its	formation,	Index	Services	issued	long-term debt	in	March	2010.	Our	debt	is	effectively	fixed	rate	debt,	but	some	debt-related	costs	fluctuate	with	the	funding	needs	of	our	business.

•Income	related	to	our	guarantee	of	exercise	right	privileges	(ERPs)	was	a	result	of	our	merger	with	CBOT	Holdings.	Under	the	terms	of	the	merger agreement,	eligible	holders	of	Chicago	Board	Options	Exchange	(CBOE)	ERPs	could	elect	to	sell	us	their	ERP	for	$250,000	per	privilege.	Eligible	holders that	did	not	elect	to	sell	their	ERPs	were	entitled	to	a	maximum	guaranteed	payment	of	$250,000	from	us	upon	resolution	of	the	lawsuit	between	CBOT	and CBOE.	This	income	represented	the	change	in	estimated	fair	value	of	our	guarantee	during	the	period,	which	was	based	in	part	on	the	expected	outcome	of the	litigation.	This	litigation	was	resolved	in	December	2009.

•Equity	in	net	losses	of	unconsolidated	subsidiaries	includes	income	and	losses	from	our	investments	in	Dubai	Mercantile	Exchange	(DME),	Green Exchange	Holdings,	LLC,	Bursa	Malaysia	Derivatives	Berhad	(Bursa	Derivatives),	OneChicago	LLC	(OneChicago)	and	FXMarketSpace	Limited (FXMS).

# CRITICAL	ACCOUNTING	POLICIES

The	notes	to	our	consolidated	financial	statements	include	disclosure	of	our	significant	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	reflects	our	financial	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	financial	position	and	operating	results.	While	all	decisions	regarding 44

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	financial	statements,	relate	to	valuation	of	financial	instruments,	goodwill	and	intangible	assets,	derivative	instruments,	revenue	recognition,	income taxes,	and	internal	use	software	costs.

Valuation	of	financial	instruments.	Fair	value	is	defined	as	the	price	that	would	be	received	to	sell	an	asset	or	paid	to	transfer	a	liability	in	an	orderly	transaction between	market	participants	at	the	measurement	date,	or	an	exit	price.	A	hierarchy	exists	for	inputs	used	in	measuring	fair	value	that	maximizes	the	use	of	observable inputs	and	minimizes	the	use	of	unobservable	inputs	by	requiring	that	the	observable	inputs	be	used	when	available.	Observable	inputs	are	inputs	that	market participants	would	use	in	pricing	the	asset	or	liability	based	on	market	data	obtained	from	independent	sources.	Unobservable	inputs	are	inputs	that	reflect	our assumptions	about	the	assumptions	that	market	participants	would	use	in	pricing	the	asset	or	liability	developed	based	on	the	best	information	available	in	the circumstances.

We	have	categorized	financial	instruments	measured	at	fair	value	into	a	three-level	classification	hierarchy.	Classification	is	based	on	the	reliability	of	inputs	as	follows:

•Level	1—Inputs	are	unadjusted,	quoted	prices	in	active	markets	for	identical	assets	or	liabilities	at	the	measurement	date.	Assets	and	liabilities	carried	at level	1	fair	value	generally	include	U.S.	Treasury	and	Government	agency	securities,	equity	securities	listed	in	active	markets,	and	investments	in	publicly traded	mutual	funds	with	quoted	market	prices.

•Level	2—Inputs	are	either	directly	or	indirectly	observable	and	corroborated	by	market	data	or	are	based	on	quoted	prices	in	markets	that	are	not	active. Assets	and	liabilities	carried	at	level	2	fair	value	generally	include	municipal	bonds,	corporate	debt	and	certain	derivatives.

•Level	3—Inputs	are	unobservable	and	reflect	management's	best	estimate	of	what	market	participants	would	use	in	pricing	the	asset	or	liability.	Generally assets	and	liabilities	at	fair	value	utilizing	level	3	inputs	include	certain	other	assets	and	liabilities	with	inputs	that	require	management's	judgment.

For	further	discussion	regarding	the	fair	value	of	financial	assets	and	liabilities,	see	note	24	in	the	notes	to	the	consolidated	financial	statements.

Goodwill	and	intangible	assets.	We	review	goodwill	and	intangible	assets	with	indefinite	lives	for	impairment	on	an	annual	basis	and	whenever	events	or circumstances	indicate	that	the	carrying	value	may	not	be	recoverable.	Goodwill	is	assessed	for	impairment	using	a	two-step	test.	In	the	first	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	involves	the	use	of	significant	estimates	and	assumptions.	Valuation	techniques	we	use	to	measure	fair	value	include	the market	approach	and	the	income	approach.	The	market	approach	encompasses	comparable	data	sets	within	our	peer	group,	and	the	income	approach	includes discounted	cash	flow	measurements	using	a	market	discount	rate.	Our	valuation	techniques	could	yield	variable	results	based	on	changes	in	assumptions	such	as	the discount	rate	and	long-term	growth	rate	and	forecasted	revenue	and	expense.	Our	annual	impairment	analysis	indicated	a	fair	value	for	CMA	that	was	below	its	book value	as	a	result	of	adverse	economic	conditions.	Accordingly,	in	June	2010,	a	$19.8	million	impairment	loss	was	charged	against	earnings.

Indefinite-lived	intangible	assets	are	assessed	for	impairment	by	comparing	their	fair	values	to	their	carrying	values.	If	the	carrying	value	of	an	indefinite-lived	intangible asset	exceeds	its	fair	value,	an	impairment	loss	is	recognized	equal	to	the	difference.	The	estimate	of	the	fair	value	of	all	intangible	assets	is	generally	determined	on	the basis	of	discounted	future	cash	flows.	In	estimating	the	fair	value,	management	must	make	assumptions

and	projections	regarding	such	items	as	the	discount	rate,	long-term	growth	rate,	forecasted	revenue	and	expenses,	and	other	factors.	Such	assumptions	are	subject	to change	as	a	result	of	changing	economic	and	competitive	conditions.

Intangible	assets	subject	to	amortization	are	also	evaluated	for	impairment	when	indicated	by	a	change	in	economic	or	operational	circumstances.	The	impairment	testing requires	management	to	first	compare	the	book	value	of	the	amortizing	asset	to	undiscounted	cash	flows.	If	the	book	value	exceeds	the	undiscounted	cash	flows, management	is	then	required	to	estimate	the	fair	value	of	the	assets	and	record	an	impairment	loss	for	the	excess	of	the	carrying	value	over	the	fair	value.

Derivative	investments.	We	use	derivative	financial	instruments	for	the	purpose	of	hedging	exposures	to	fluctuations	in	interest	rates	and	foreign	currency	exchange rates.	Derivatives	are	recorded	at	fair	value	in	the	consolidated	balance	sheets.	Changes	in	our	derivatives'	fair	values	are	recognized	in	earnings	unless	the	instruments are	accounted	for	as	hedges.	For	a	derivative	designated	as	a	fair	value	hedge,	any	gain	or	loss	on	the	derivative	is	recognized	in	earnings	in	the	period	of	change,	to	the extent	the	hedge	is	effective,	together	with	the	offsetting	gain	or	loss	on	the	hedged	item	attributable	to	the	risk	being	hedged.	We	record	the	effective	portions	of	our derivative	financial	instruments	that	are	designated	as	cash	flow	hedges	in	accumulated	other	comprehensive	income	(loss)	in	the	accompanying	consolidated	balance sheets.	When	the	hedged	item	affects	earnings,	the	gain	or	loss	included	in	accumulated	other	comprehensive	income	(loss)	is	transferred	to	the	same	line	in	the consolidated	statements	of	income	as	the	hedged	item.	Any	ineffective	or	excluded	portion	of	a	hedge	is	recognized	in	earnings	immediately.	Any	realized	gains	and losses	from	effective	hedges	are	classified	in	the	consolidated	statements	of	income	consistent	with	the	accounting	treatment	of	the	items	being	hedged.

Revenue	recognition.	Over	75%	of	our	revenue	is	derived	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	firm	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	firm.	An	accrual	is	established for	estimated	fee	adjustments	to	reflect	corrections	to	customer	exchange	trading	privileges.	The	accrual	is	based	on	the	historical	pattern	of	adjustments	processed	as well	as	specific	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.

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	benefits	deferred	into	future	years.	Deferred	tax	assets	are	reviewed	to	determine	if	they	will	be	realized	in	future	periods.	To	the	extent	it	is	determined that	some	deferred	tax	assets	may	not	be	fully	realized,	the	assets	are	reduced	to	their	realizable	value	by	a	valuation	allowance.	The	calculation	of	our	tax	provision involves	uncertainty	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,	defined	as	the	income	tax	provision	as	a	percentage	of	income	before	income	taxes,	will	vary	from	year	to	year	based	on	changes in	tax	jurisdictions,	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.	Costs	capitalized	are	for	application	development	or	implementation	for	software	projects	that	will	result	in	significant	new	functionality 46

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	benefits	or	consulting	fees	incurred	for	these	activities.	Projects	are	monitored	during	the	development	cycle	to	assure that	they	continue	to	meet	the	capitalization	criteria	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	complete,	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.

# RESULTS	OF	OPERATIONS

# 2010	Financial	Highlights

The	comparability	of	our	operating	results	for	the	periods	presented	is	significantly	impacted	by	our	merger	with	NYMEX	Holdings	in	August	2008	as	well	as	the creation	of	Index	Services	in	March	2010.	In	the	discussion	and	analysis	that	follows,	we	have	quantified	the	incremental	revenue	or	expense	resulting	from	the NYMEX	transaction	wherever	such	amounts	were	material	and	identifiable.	While	identified	amounts	may	provide	indications	of	general	trends,	the	analysis	cannot completely	address	the	effects	attributable	to	integration	efforts.

The	following	summarizes	significant	changes	in	our	financial	performance	for	the	years	presented.

| (dollars	in	millions,	except	per	share	data) | 2010 | 2009 | 2008 | 2010-2009 | 2009-2008 |
| :--- | :--- | :--- | :--- | :--- | :--- |
| Total\trevenues | $3,003.7 | $2,612.8 | $2,561.0 | 15% | 2% |
| Total\texpenses | \t 1,172.6 | \t 1,023.7 | 978.8 | 15 | 5 |
| Operating\tmargin | 61% | 61% | 62% |  |  |
| Non-operating\tincome\t(expense) | $(109.2) | $(151.6) | $(334.2) | (28) | (55) |
| Effective\ttax\trate | 45% | 43% | 43% |  |  |
| Net\tincome\tattributable\tto\tCME\tGroup | $951.4 | $825.8 | $715.5 | 15 | 15 |
| Diluted\tearnings\tper\tcommon\tshare\tattributable\tto\tCME\tGroup | 14.31 | 12.41 | 12.13 | 15 | 2 |
| Cash\tflows\tfrom\toperating\tactivities | \t 1,356.4 | \t 1,083.1 | \t 1,197.2 | 25 | (10) |

•The	increase	in	revenues	from	2008	to	2010	was	attributable	to	an	increase	in	contract	volume	as	well	as	an	increase	in	market	data	and	information services	revenue,	due	in	part	to	our	merger	with	NYMEX	Holdings	in	August	2008.

•From	2008	to	2010,	higher	compensation	and	benefits,	amortization	of	purchased	intangibles	as	well	as	professional	fees	and	outside	services	contributed	to an	increase	in	expenses,	due	in	part	to	our	merger	with	NYMEX	Holdings	in	August	2008.

•	 We	experienced	a	decrease	in	non-operating	income	(expense)	from	2008	to	2010	due	to	an	impairment	charge	on	our	investment	in	BM&FBOVESPA	of $274.5	million	in	2008	as	well	as	aggregate	impairment	charges	of	$46.0	million	related	to	IMAREX	ASA	(IMAREX)	and	DME	in	2009.	This	decrease	in expense	was	partially	offset	by	an	increase	in	interest	expense	and	other	borrowing	costs	from	2008	to	2010	due	to	an	increase	in	average	debt	outstanding resulting	from	our	merger	with	NYMEX	Holdings	in	August	2008.

•The	effective	tax	rate	increased	in	2010	compared	with	2009	due	to	a	$51.2	million	charge	to	record	the	impact	of	our	new	combined	state	and	local	tax rate	on	our	existing	deferred	tax	liabilities.	Our	state	and	local	tax	rate	increased	due	to	revised	state	apportionment	estimates	resulting	from	annual	state tax	filings.	The	2009	effective	tax	rate	remained	consistent	with	2008.	An	additional	valuation	allowance	related	to	unrealized	capital	losses	increased	the effective	tax	rate	in	2009.	However,	this	increase	was	offset	by	the	favorable	impact	of	a	New	York	City	tax	law	change	in	2009.

•	 Cash	flows	from	operations	are	strongly	correlated	with	trading	volume.

# Revenues

| (dollars	in	millions) | 2010 | 2009 | 2008 | 2010-2009 | 2009-2008 |
| :--- | :--- | :--- | :--- | :--- | :--- |
| Clearing\tand\ttransaction\tfees | $2,486.3 | $2,161.9 | $2,115.4 | 15% | 2% |
| Market\tdata\tand\tinformation\tservices | 395.1 | 331.1 | 279.5 | 19 | 18 |
| Access\tand\tcommunication\tfees | 45.4 | 45.6 | 43.6 | — | 4 |
| Other | 76.9 | 74.2 | 122.5 | 4 | (39) |
| Total\tRevenues | $3,003.7 | $2,612.8 | $2,561.0 | 15 | 2 |

# Clearing	and	Transaction	Fees

The	following	table	summarizes	our	total	contract	volume,	revenue	and	average	rate	per	contract.	Total	contract	volume	includes	contracts	that	are	traded	on	our exchange	and	cleared	through	our	clearing	house.	Contract	volume	also	includes	cleared-only	CME	ClearPort	contracts.	Volume	is	measured	in	round	turns,	which	is considered	a	completed	transaction	which	involves	a	purchase	and	an	offsetting	sale	of	a	contract.	Average	rate	per	contract	is	determined	by	dividing	total	clearing	and transaction	fee	revenue	by	total	contract	volume.	All	amounts	exclude	our	TRAKRS,	HuRLO,	Swapstream,	credit	default	swaps	and	interest	rate	swaps.

|  |  |  |  | Year-over-Year	Change |  |
| :--- | :--- | :--- | :--- | :--- | :--- |
|  | 2010 | 2009 | 2008 | 2010-2009 | 2009-2008 |
| Total\tvolume\t(in\tmillions) | \t 3,078.1 | \t 2,584.9 | \t 2,978.5 | 19% | (13)% |
| Clearing\tand\ttransaction\tfees\t(in\tmillions) | $2,486.3 | $2,161.7 | $2,114.7 | 15 | 2 |
| Average\trate\tper\tcontract | 0.808 | 0.836 | 0.710 | (3) | 18 |

We	estimate	the	following	increases	(decreases)	in	clearing	and	transaction	fees	based	on	change	in	total	volume	and	change	in	average	rate	per	contract.

|  | Year-over-Year	Change | Year-over-Year	Change |
| :--- | :--- | :--- |
| (in\tmillions) | 2010-\n2009 | 2009-\n2008 |
| Increase\t(decrease)\tdue\tto\tchange\tin\ttotal\tvolume | $398.5 | $(329.1) |
| Increase\t(decrease)\tdue\tto\tchange\tin\taverage\trate\tper\tcontract | (73.9) | 376.1 |
| Net\tincrease\tin\tclearing\tand\ttransaction\tfees | $324.6 | $47.0 |

Average	rate	per	contract	is	impacted	by	our	rate	structure,	which	includes	volume-based	incentives;	product	mix;	trading	venue;	and	the	percentage	of	volume	executed by	customers	who	are	members	compared	with	non-member	customers.	Due	to	the	relationship	between	average	rate	per	contract	and	volume,	the	change	in	revenues attributable	to	changes	in	each	is	only	an	approximation.

# Contract	Volume

The	following	table	summarizes	average	daily	contract	volume.	NYMEX	product	and	CME	ClearPort	services	volume	in	2008	have	been	calculated	for	the	period	from August	23	through	December	31,	2008.

| (amounts	in	thousands) | 2010 | 2009 | 2008 | 2010-2009 | 2009-2008 |
| :--- | :--- | :--- | :--- | :--- | :--- |
| Average\tDaily\tVolume\tby\tProduct\tLine: |  |  |  |  |  |
| Interest\trate | 5,449 | 4,260 | 6,085 | 28% | (30)% |
| Equity | 2,907 | 2,916 | 3,663 | — | (20) |
| Foreign\texchange | 919 | 624 | 623 | 47 | — |
| Agricultural\tcommodity | 914 | 741 | 848 | 23 | (13) |
| Energy | 1,662 | 1,492 | 1,348 | 11 | 11 |
| Metal | 316 | 225 | 208 | 40 | 8 |
| Aggregate\taverage\tdaily\tvolume | \t12,167 | \t10,258 | \t12,775 | 19 | (20) |
| Average\tDaily\tVolume\tby\tVenue: |  |  |  |  |  |
| Electronic | \t10,120 | 8,290 | \t10,180 | 22 | (19) |
| Open\toutcry | 1,402 | 1,310 | 1,943 | 7 | (33) |
| Privately\tnegotiated | 198 | 164 | 208 | 21 | (21) |
| Total\texchange-traded\tvolume | \t11,720 | 9,764 | \t12,331 | 20 | (21) |
| Total\tCME\tClearPort | 447 | 494 | 444 | (10) | 11 |
| Aggregate\taverage\tdaily\tvolume | \t12,167 | \t10,258 | \t12,775 | 19 | (20) |
| Electronic\tVolume\tas\ta\tPercentage\tof\tAverage\tDaily\tVolume | 83% | 81% | 80% |  |  |

# Interest	Rate	Products

The	following	table	summarizes	average	daily	volume	for	our	key	interest	rate	products.

|  |  |  |  | Year-over-Year	Change |  |
| :--- | :--- | :--- | :--- | :--- | :--- |
| (amounts\tin\tthousands) | 2010 | 2009 | 2008 | 2010-2009 | 2009-2008 |
| Eurodollar\tfutures | \t2,020 | \t1,736 | \t2,360 | 16% | (26)% |
| Eurodollar\toptions | 726 | 639 | 903 | 14 | (29) |
| U.S.\tTreasury\tfutures\tand\toptions: |  |  |  |  |  |
| 10-Year | \t1,380 | 913 | \t1,239 | 51 | (26) |
| 5-Year | 546 | 410 | 715 | 33 | (43) |
| 30-Year | 388 | 292 | 427 | 33 | (32) |
| 2-Year | 274 | 201 | 323 | 37 | (38) |

The	increase	in	overall	interest	rate	product	volume	in	2010	when	compared	with	2009	was	attributable	to	the	overall	improvement	in	the	economic	environment	in	2010 following	the	credit	crisis.	Specifically,	in	the	second	half	of	2010,	a	continuing	zero	interest	rate	policy	in	the	United	States	and	the	Federal	Reserve's	announcement that	it	will	buy	additional	U.S.	Treasury	securities	to	stimulate	the	economy	led	to	changing	expectations	about	interest	rates	as	well	as	increased	market	participants'	use of	these	products.	The	change	in	expectations	contributed	to	an	increase	in	volume	for	longer-term	U.S.	Treasury	products	which	was	only	partially	offset	by	slower growth	in	volume	for	short-term	Eurodollar	products.

We	believe	that	the	increase	in	overall	Eurodollar	products	volume	in	2010,	when	compared	with	2009,	resulted	from	uncertainty	surrounding	the	London	Interbank Offered	Rate	(LIBOR)	due	to	the	European	credit	crisis	throughout	early	2010.	In	addition,	changing	expectations	about	the	Federal	Reserve's	monetary	policy	led	to increased	volume	for	longer-dated	Eurodollar	products.

In	2010,	when	compared	with	2009,	we	believe	that	the	increase	in	U.S.	Treasury	note	futures	and	options	volume	was	attributable	to	the	additional	U.S.	Treasury	note issuance	by	the	U.S.	government	as	well	as	rising

intermediate	and	long-term	interest	rates.	In	early	2010,	we	introduced	the	Ultra	U.S.	Treasury	bond	contract,	which	generated	an	average	of	31,000	contracts	per	day since	launch.

We	believe	that	the	decrease	in	Eurodollar	products	volume	in	2009	when	compared	with	2008	was	attributable	to	the	zero	interest	rate	policy	and	increased	risk	aversion by	market	participants	following	the	credit	crisis	within	the	United	States.	We	believe	this	reduced	certain	customers'	ability	or	need	to	assume	and	maintain	positions during	2009.

We	believe	that	the	overall	decline	in	U.S.	Treasury	note	futures	and	options	volume	in	2009	when	compared	with	2008	was	attributable	to	the	credit	crisis	within	the United	States,	which	resulted	in	reduced	corporate	debt	issuances,	reduced	mortgage	issuances	and	refinancing	activity,	a	slowdown	in	the	U.S.	Treasury	cash	market trading	as	well	as	the	Federal	Reserve	Bank's	purchase	of	U.S.	Treasury	securities.	The	decline	in	2009	when	compared	with	2008	was	also	attributable	to	the	zero interest	rate	policy,	which	we	believe	reduced	market	participants'	need	to	hedge	interest	rate	risk.

# Equity	Products

The	following	table	summarizes	average	daily	volume	for	our	key	equity	futures	and	options	products.

| (amounts	in	thousands) | 2010 | 2009 | 2008 | 2010-2009 | 2009-2008 |
| :--- | :--- | :--- | :--- | :--- | :--- |
| E-mini\tS&amp;P\t500 | \t2,300 | \t2,284 | \t2,597 | 1% | (12)% |
| E-mini\tNASDAQ\t100 | 317 | 311 | 432 | 2 | (28) |
| Russell\t(volume\tthrough\tSeptember\t19,\t2008) | — | — | 261 | — | (100) |

In	2010	when	compared	with	2009,	growth	in	equity	products	volume	was	relatively	flat.	We	believe	an	improved	economic	outlook	leading	to	increased	investment	in the	equities	market	contributed	to	an	increase	in	volume	in	2010.	This	increase	was	offset	by	a	decrease	in	volume	attributable	to	a	decline	in	average	volatility	for	equity products,	as	measured	by	the	CBOE	Volatility	Index,	in	2010	when	compared	with	2009.

We	believe	that	equity	product	volume	decreased	in	2009	when	compared	with	2008	due	to	the	decline	in	volatility,	as	measured	by	the	CBOE	Volatility	Index.	Average volatility	decreased	starting	in	the	beginning	of	2009	through	the	end	of	2009.	In	addition,	the	decline	in	volume	was	attributable	to	the	termination	of	our	license	to	list Russell-based	contracts.

# Foreign	Exchange	Products

The	following	table	summarizes	average	daily	volume	for	our	key	foreign	exchange	futures	and	options	products.

|  |  |  |  | Year-over-Year	Change |  |
| :--- | :--- | :--- | :--- | :--- | :--- |
| (amounts\tin\tthousands) | 2010 | 2009 | 2008 | 2010-2009 | 2009-2008 |
| Euro | \t367 | \t225 | \t223 | 63% | 1% |
| Japanese\tyen | \t131 | 93 | \t133 | 41 | (30) |
| British\tpound | \t124 | \t100 | 83 | 24 | 21 |
| Australian\tdollar | \t105 | 68 | 45 | 55 | 50 |
| Canadian\tdollar | 91 | 63 | 46 | 43 | 36 |

We	believe	that	the	increase	in	volume	in	2010,	when	compared	with	2009,	was	attributable	to	the	weakening	of	the	Euro	and	British	pound	compared	with	the	U.S. dollar.	Uncertainty	surrounding	the	Euro	following	the	European	credit	crisis	contributed	to	increased	volatility,	which	led	to	increased	trading	volume	for	the	Euro products	in	2010	when	compared	with	2009.	We	also	believe	that	the	strengthening	of	the	Yen	compared	with	the	U.S.	dollar	contributed	to	an	increase	in	volume.	In addition,	our	cross-selling	efforts	to	market	participants	in	other	asset	classes	as	well	as	increased	global	sales	presence	contributed	to	growth	in	volume.

In	2009	when	compared	with	2008,	we	believe	that	the	convergence	of	interest	rates	towards	zero	between	the	European,	United	States	and	Japanese	markets	led	to	flat volume	for	our	Euro	products	and	a	decline	in	volume	for	our	Japanese	yen	products.	The	increase	in	volume	for	the	British	pound,	Australian	dollar	and	Canadian dollar	products	was	attributable	to	a	divergence	between	interest	rates	in	the	United	States	and	interest	rates	in	the	British,	Australian	and	Canadian	markets.

# Agricultural	Commodity	Products

The	following	table	summarizes	average	daily	volume	for	our	key	agricultural	commodity	futures	and	options	products.

| (amounts	in	thousands) | 2010 | 2009 | 2008 | 2010-2009 | 2009-2008 |
| :--- | :--- | :--- | :--- | :--- | :--- |
| Basic\tcorn | \t358 | \t259 | \t320 | 38% | (19)% |
| Basic\tsoybean | \t186 | \t180 | \t183 | 3 | (1) |
| Basic\twheat | \t109 | 85 | 91 | 29 | (7) |

We	believe	that	the	increase	in	average	daily	volume	for	our	commodity	products	in	2010	when	compared	with	2009	was	attributable	to	increased	volatility	associated with	changes	in	global	supply	attributable	to	global	weather	events.	In	addition,	increased	demand	for	protein	in	emerging	markets	has	increased	demand	for	feedgrains.

In	2009	when	compared	with	2008,	we	believe	a	decrease	in	commodity	price	volatility	and	decreased	demand	for	commodities	products	as	a	result	of	the	credit	crisis within	the	United	States	caused	the	overall	decline	in	volume	for	commodities	products.	We	believe	the	credit	crisis	reduced	certain	customers'	ability	or	need	to	assume and	maintain	positions.

# Energy	Products

The	following	table	summarizes	average	daily	volume	for	our	key	energy	futures	and	options	products.

|  |  |  |  | Year-over-Year	Change |  |
| :--- | :--- | :--- | :--- | :--- | :--- |
| (amounts\tin\tthousands) | 2010 | 2009 | 2008 | 2010-2009 | 2009-2008 |
| Crude\toil | \t853 | \t712 | \t738 | 20% | (4)% |
| Natural\tgas | \t489 | \t478 | \t519 | 2 | (8) |
| Refined\tproducts | \t244 | \t194 | \t175 | 26 | 11 |
| Power | 73 | \t105 | 7 | (31) | n.m. |

# n.m.	not	meaningful

In	2010	when	compared	with	2009,	we	believe	that	the	growth	in	volume	was	attributable	to	an	improved	economic	outlook	as	well	as	increased	liquidity	within	the energy	futures	market.	We	believe	crude	oil	contract	volume	increased	at	a	higher	rate	than	natural	gas	contract	volume	due	to	an	increase	in	volume	generated	from customers	outside	the	United	States	as	well	as	increased	volatility	in	the	crude	oil	market.

We	believe	the	increase	in	average	daily	volume	in	2009	when	compared	with	2008	was	due	to	market	participants	seeking	to	mitigate	counterparty	risk	on	their	over- the-counter	exposures	through	central	counter	party	clearing.	The	table	above	includes	volume	for	the	period	prior	to	our	merger	with	NYMEX	in	2008.

# Metal	Products

We	believe	that	the	increase	in	metal	product	volume	in	2010	was	attributable	to	increased	investment	in	precious	metals	as	an	asset	class	during	periods	of	uncertainty	in interest	rates	and	foreign	exchange.	In	2010	when	compared	with	2009,	gold	contract	volume	increased	by	31%	to	an	average	of	0.2	million	contracts	per	day.

In	2009	when	compared	with	2008,	we	believe	metal	products	volume	decreased,	including	the	period	prior	to	our	merger,	due	to	lower	price	volatility	and	decreased demand	for	metal	products	as	a	result	of	the	credit	crisis	within	the	United	States.	In	2009	when	compared	with	2008,	average	daily	volume	for	gold	contract	volume decreased	by	6%	to	0.2	million	contracts	per	day.

# Average	Rate	per	Contract

The	average	rate	per	contract	decreased	in	2010	when	compared	with	the	same	period	in	2009	due	to	an	increase	in	member	trading	volume,	which	increased	faster	than non-member	trading	in	2010.	In	general,	members	receive	lower	rates	compared	with	non-members.	In	addition,	the	average	rate	per	contract	decreased	due	to	a	lower portion	of	equity	and	energy	products	as	a	percentage	of	total	volume	compared	with	interest	rate	products.	As	a	percentage	of	volume,	equity	products	volume decreased	by	4%	and	energy	product	volume	decreased	by	1%	while	interest	rate	product	volume	increased	by	3%.	Equity	and	energy	products	have	higher	fees compared	with	interest	rate	products.

In	2009	when	compared	with	2008,	the	average	rate	per	contract	increased	due	to	the	inclusion	of	a	full	year	of	volume	from	NYMEX	products	and	CME	ClearPort services,	which	had	an	average	rate	per	contract	of	$1.512	and	$2.051,	respectively,	in	2009.	Additionally,	the	average	rate	per	contract	increased	due	to	a	lower	portion of	interest	rate	products	as	a	percentage	of	total	volume	compared	with	equity	products,	which	have	a	higher	rate	per	contract.	As	a	percentage	of	CME	and	CBOT volume,	equity	products	volume	increased	by	2%	in	2009,	while	interest	rate	products	volume	decreased	by	4%	when	compared	with	2008.

# Concentration	of	Revenue

We	bill	a	substantial	portion	of	our	clearing	and	transaction	fees	to	our	clearing	firms.	The	majority	of	clearing	and	transaction	fees	received	from	clearing	firms represent	charges	for	trades	executed	and	cleared	on	behalf	of	their	customers.	One	firm	represented	13%	and	one	firm	represented	12%	of	our	clearing	and	transaction fees	revenue	in	2010.	One	firm	represented	13%	and	one	firm	represented	11%	of	our	clearing	and	transaction	fees	revenue	in	2009.	One	firm	represented	12%	and	one firm	represented	10%	of	our	clearing	and	transaction	fees	revenue	in	2008.	Should	a	clearing	firm	withdraw,	we	believe	that	the	customer	portion	of	the	firm's	trading activity	would	likely	transfer	to	another	clearing	firm	of	the	exchange.	Therefore,	we	do	not	believe	we	are	exposed	to	significant	risk	from	the	loss	of	revenue	received from	a	particular	clearing	firm.

# Other	Sources	of	Revenue

The	increase	in	market	data	and	information	services	revenue	was	principally	due	to	market	data	and	licensing	revenue	from	Index	Services,	which	began	March	19, 2010.	An	increase	in	the	basic	device	monthly	fee	in	2010	also	contributed	to	an	increase	in	revenues	in	2010.

Revenue	generated	from	NYMEX	increased	by	$59.2	million	in	2009	when	compared	with	2008.	In	addition,	revenues	increased	in	2009	when	compared	with	2008	due to	additional	revenue	generated	from	CMA	as	well	as	an	increase	in	data	feed	surcharges	and	vendor	licensing	fees.

Year-over-year	increases	in	screen	counts	generated	by	business	combinations	were	partially	offset	by	an	overall	decrease	in	screen	counts	for	existing	customers. Decreases	in	screen	counts	were	due	to	cost-cutting	initiatives	at	customer	firms.	The	table	below	includes	screen	counts	for	CME,	CBOT	and	NYMEX.

| (dollars	in	millions,	except	monthly	fee	per	device) | 2010 | 2009 | 2008 | 2010-2009 | 2009-2008 |
| :--- | :--- | :--- | :--- | :--- | :--- |
| Average\testimated\tmonthly\tbasic\tdevice\tscreen\tcount | \t 384,000 | \t 411,000 | \t 343,000 | (27,000) | 68,000 |
| Basic\tdevice\tmonthly\tfee\tper\tdevice | $61 | $55 | $55 | $6 | $— |
| Estimated\tincrease\tin\trevenues |  |  |  |  |  |
| Due\tto\tan\tincrease\tin\tmonthly\tfee\tper\tdevice |  |  |  | 27.7 | — |
| Due\tto\tan\tincrease\t(decrease)\tin\tscreen\tcounts |  |  |  | $(17.5) | $45.0 |

The	two	largest	resellers	of	our	market	data	represented	approximately	45%,	55%	and	56%	of	our	market	data	and	information	services	revenue	in	2010,	2009	and	2008, respectively.	Despite	this	concentration,	we	consider	exposure	to	significant	risk	of	revenue	loss	to	be	minimal.	In	the	event	that	one	of	these	vendors	no	longer subscribes	to	our	market	data,	we	believe	the	majority	of	that	vendor's	customers	would	likely	subscribe	to	our	market	data	through	another	reseller.	Additionally, several	of	our	largest	institutional	customers	that	utilize	services	from	our	two	largest	resellers	report	usage	and	remit	payment	of	their	fees	directly	to	us.

Other	revenues	increased	in	2010	when	compared	with	2009	due	to	$10.7	million	of	revenue	generated	from	our	agreement	with	BM&FBOVESPA	to	develop	a	new multi-asset	class	electronic	trading	platform	and	incremental	processing	services	revenue	generated	from	various	strategic	relationships.	This	was	partially	offset	by	a $6.3	million	decline	in	trading	revenues	generated	by	GFX	Corporation	(GFX)	resulting	from	lower	trading	activity	and	narrower	trading	margins.

Other	revenues	decreased	in	2009	compared	with	2008	due	to	a	decline	in	processing	services	revenue	of	$53.6	million.	In	2008,	we	recognized	processing	services revenues	from	our	trade	matching	agreement	with	NYMEX,	which	was	terminated	in	August	2008	upon	our	merger	with	NYMEX.	The	decrease	in	revenues	was partially	offset	by	rental	income	and	other	building-related	revenue	generated	from	our	building	in	New	York	City,	which	was	acquired	as	part	of	our	merger	with NYMEX	Holdings	in	August	2008.

# Expenses

| (dollars	in	millions) | 2010 | 2009 | 2008 | 2010-2009 | 2009-2008 |
| :--- | :--- | :--- | :--- | :--- | :--- |
| Compensation\tand\tbenefits | $432.1 | $351.0 | $317.6 | 23% | 11% |
| Communications | 40.6 | 47.0 | 52.3 | (14) | (10) |
| Technology\tsupport\tservices | 50.5 | 46.2 | 59.6 | 9 | (23) |
| Professional\tfees\tand\toutside\tservices | 117.5 | 85.1 | 71.9 | 38 | 18 |
| Amortization\tof\tpurchased\tintangibles | 128.1 | 125.1 | 98.7 | 2 | 27 |
| Depreciation\tand\tamortization | 129.9 | 126.3 | \t 137.3 | 3 | (8) |
| Occupancy\tand\tbuilding\toperations | 74.9 | 76.3 | 71.4 | (2) | 7 |
| Licensing\tand\tother\tfee\tagreements | 82.6 | 89.2 | 70.3 | (7) | 27 |
| Restructuring | (0.6) | 5.3 | 4.8 | (111) | 11 |
| Other | 117.0 | 72.2 | 94.9 | 62 | (24) |
| Total\tExpenses | $1,172.6 | $1,023.7 | $978.8 | 15 | 5 |

Operating	expenses	increased	by	$148.9	million	in	2010	when	compared	with	2009.	The	following	table	shows	the	estimated	impact	of	key	factors	resulting	in	the increase	in	operating	expenses.

|  | Year- | Change	as	a |
| :--- | :--- | :--- |
|  | Over-Year | Percentage\tof |
| (dollars\tin\tmillions) | Change | 2009\tExpenses |
| Salaries,\tbenefits\tand\temployer\ttaxes | $42.7 | 4% |
| Bonus\texpense | 32.7 | 3 |
| CMA\tgoodwill\tand\ttrade\tname\timpairment | 20.5 | 2 |
| Marketing\tand\ttravel\texpense | 15.9 | 2 |
| Professional\tfees\trelated\tto\tIndex\tServices | 14.7 | 2 |
| Other\texpenses,\tnet | 22.4 | 2 |
| Total | $148.9 | 15% |

The	rise	in	salaries,	benefits	and	employer	taxes	was	attributable	to	an	increase	in	average	headcount	due	to	Index	Services	as	well	as	salary	increases	and	rising healthcare	costs.

Our	improved	performance	relative	to	our	2010	cash	earnings	target	compared	with	2009	relative	to	our	2009	cash	earnings	target	led	to	the	increase	in	our	bonus expense.

Impairment	charges	on	goodwill	and	trade	name	related	to	our	CMA	operations	in	the	second	quarter	of	2010	led	to	an	increase	in	expenses	in	2010.

Global	expansion	and	establishment	of	strategic	partnerships	contributed	to	an	increase	in	marketing	and	travel	expenses	in	2010.

The	increase	in	expenses	in	2010	was	also	due	to	professional	fee	expenses	incurred	for	Index	Services.	This	increase	included	$10.3	million	of	professional	and	legal fees	incurred	for	the	formation	of	Index	Services.

In	2009,	operating	expenses	increased	by	$44.9	million	when	compared	with	2008.	The	following	table	shows	the	estimated	impact	of	key	factors	resulting	in	the increase	(decrease)	in	operating	expenses.

|  | Year- | Change	as	a |
| :--- | :--- | :--- |
|  | Over-Year | Percentage\t\tof |
| (dollars\tin\tmillions) | Change | 2008\tExpenses |
| Amortization\tof\tNYMEX\tpurchased\tintangibles | $30.1 | 3% |
| Salaries,\tbenefits\tand\temployer\ttaxes | 28.1 | 3 |
| Broker\trebates | 25.7 | 3 |
| Legal\tfees\tassociated\twith\tstrategic\tinitiatives | 6.7 | 1 |
| Marketing\tand\ttravel\texpense | (9.0) | (1) |
| Swapstream\tgoodwill\timpairment | (11.9) | (1) |
| Maintenance\tand\tsupport\tcosts\tfor\te-CBOT | (28.2) | (3) |
| Other\texpenses,\tnet | 3.4 | — |
| Total | $44.9 | 5% |

Amortization	of	purchased	intangibles	increased	in	2009	due	to	our	merger	with	NYMEX	Holdings,	which	was	completed	in	August	2008.

An	increase	in	average	headcount	as	a	result	of	our	merger	with	NYMEX	Holdings	in	2008	contributed	to	the	rise	in	salaries,	benefits	and	employer	taxes	subsequent	to our	merger	with	NYMEX	Holdings	in	August	2008.

Licensing	and	other	fee	agreements	increased	in	2009	due	to	an	increase	in	broker	rebates	on	NYMEX	products.

Legal	fees	incurred	to	support	various	strategic	initiatives,	including	our	efforts	to	provide	clearing	services	for	credit	default	swaps	and	other	over-the-counter	products, led	to	growth	in	expenses	in	2009	when	compared	with	2008.

Marketing	and	travel	expenses	decreased	in	2009	due	to	the	company's	expense	reduction	efforts	in	2009.

Impairment	charges	recognized	in	2008	on	goodwill	related	to	our	Swapstream	operations	led	to	a	decrease	in	this	expense	in	2009.

A	decrease	in	depreciation,	maintenance	and	support	for	our	CBOT	metal	products	on	e-CBOT,	CBOT's	legacy	electronic	trading	platform,	led	to	a	decrease	in	expenses in	2009.

# Non-Operating	Income	(Expense)

| (dollars	in	millions) | 2010 | 2009 | 2008 | 2010-2009 | 2009-2008 |
| :--- | :--- | :--- | :--- | :--- | :--- |
| Investment\tincome | $42.3 | $28.5 | $45.5 | 48% | (37)% |
| Impairment\tof\tlong-term\tinvestments | (2.2) | (46.0) | (274.5) | (95) | (83) |
| Gains\t(losses)\ton\tderivative\tinvestments | (2.6) | — | (8.1) | n.m | (100) |
| Securities\tlending\tinterest\tincome | — | 2.8 | 38.3 | (100) | (93) |
| Securities\tlending\tinterest\tand\tother\tcosts | — | (0.1) | (51.7) | (100) | (100) |
| Interest\tand\tother\tborrowing\tcosts | (140.3) | (133.9) | (56.5) | 5 | 137 |
| Guarantee\tof\texercise\trights\tprivileges | — | 4.3 | 12.8 | (100) | (66) |
| Equity\tin\tnet\tlosses\tof\tunconsolidated\tsubsidiaries | (6.4) | (6.8) | (31.5) | (6) | (79) |
| Other\tincome\t(expense) | — | (0.4) | (8.5) | (100) | (95) |
| Total\tNon-Operating | $(109.2) | $(151.6) | $(334.2) | (28) | (55) |

Investment	Income.	The	increase	in	investment	income	in	2010	when	compared	with	2009	was	attributable	to	a	$16.0	million	increase	in	dividend	income	from	our investments	in	BM&FBOVESPA,	TMX	Group	Inc.	and	Bolsa	Mexicana	de	Valores,	S.A.B.	de	C.V.,	and	a	$3.7	million	gain	resulting	from	the	sale	of	various	equity and	debt	securities.	The	increase	was	partially	offset	by	a	$4.8	million	decrease	in	interest	income	as	a	result	of	lower	average	investment	balances	and	lower	average interest	rates.

In	2009,	investment	income	declined	when	compared	with	2008	due	to	decreases	in	market	interest	rates	resulting	from	rate	reductions	by	the	Federal	Open	Market Committee	throughout	2008.	The	decline	due	to	interest	rates	was	partially	offset	by	an	increase	in	the	invested	portion	of	clearing	firms'	cash	from	performance	bonds and	guaranty	fund	contributions.	In	addition,	we	recognized	$4.5	million	in	gains	on	our	marketable	securities	related	to	our	non-qualified	deferred	compensation	plan	in 2009	compared	with	losses	of	$8.2	million	in	2008.	Gains	and	losses	from	these	securities	are	offset	by	an	equal	amount	of	compensation	and	benefits	expense.

Impairment	of	Long-Term	Investments.	In	2010,	we	determined	that	our	investment	in	OneChicago	was	impaired	based	on	its	historical	financial	performance	and	other factors.	As	a	result,	we	recognized	an	impairment	charge	of	$2.2	million.	At	December	31,	2009	we	determined	our	investment	in	DME	was	impaired	due	to	the	excess of	our	carrying	value	over	our	investment's	estimated	fair	value.	As	a	result,	we	recognized	an	impairment	charge	of	$23.6	million.	In	2009,	we	also	determined	that	our investment	in	IMAREX	ASA	(IMAREX)	was	impaired	due	to	an	extended	and	significant	decline	in	the	market	price	of	its	stock.	As	a	result,	we	recognized	an impairment	charge	of	$22.4	million	in	2009.	In	2008,	we	determined	that	our	investment	in	BM&FBOVESPA	S.A.	(BM&FBOVESPA)	was	impaired	due	to	an extended	and	significant	decline	in	the	market	price	of	its	stock.	As	a	result,	we	recognized	an	impairment	loss	of	$274.5	million.

Gains	(Losses)	on	Derivative	Investments.	In	the	fourth	quarter	of	2010,	we	recognized	an	$8.6	million	loss	due	to	ineffectiveness	on	the	interest	rate	swap	contract	used to	hedge	interest	rate	risk	on	our	term	loan.	Both	the	swap	contract	and	the	term	loan	were	originally	scheduled	to	expire	in	August	2011.	In	December	2010,	we approved	a	plan	to	refinance	the	term	loan	in	January	2011	resulting	in	ineffectiveness	of	the	hedge.

In	March	2010,	we	recognized	a	$6.0	million	gain	on	derivative	investments	as	a	result	of	a	settlement	from	the	Lehman	Brothers	Holdings	Inc.	(Lehman)	bankruptcy proceedings.	The	settlement	related	to	an	unsecured	claim	against	Lehman	as	counterparty	to	an	over-the-counter	put	option	contract	we	purchased	to	hedge	our	risk	of changes	in	the	fair	value	of	BM&FBOVESPA	stock	resulting	from	foreign	currency	exchange	rate	fluctuations	between	the	U.S.	dollar	and	the	Brazilian	real.	The	net gain	(loss)	on	derivative	investments	recognized	in	2008	was	due	to	the	loss	on	the	put	option	contract	resulting	from	weakening	of	the	U.S.	dollar	compared	with	the Brazilian	real	until	its	termination	in	2008.

Securities	Lending	Income	(Expense).	During	2009	and	2010,	CME's	securities	lending	program	remained	suspended	as	high	volatility	in	the	credit	markets	and	extreme demand	for	U.S.	Treasury	securities	continued.	Suspension	of	the	program	resulted	in	a	decrease	in	net	securities	lending	interest	from	2008	to	2010.	We	expect	the securities	lending	program	to	remain	suspended	throughout	2011.

Interest	and	Other	Borrowing	Costs.	In	2010	when	compared	with	2009,	interest	expense	increased	due	to	the	issuance	of	$612.5	million	of	4.40%	fixed	rate	notes	due 2018.	This	resulted	in	an	increase	in	average	effective	yield	and	total	cost	of	borrowing.	However,	average	debt	balances	have	decreased	in	2010	due	to	the	reduction	in overall	debt	levels	throughout	the	year.	The	increase	in	expense	was	also	attributable	to	a	full	year	of	interest	expense	recognized	on	the	5.75%	fixed	rate	notes	issued	in February	2009.

The	increases	in	interest	and	other	borrowing	costs	in	2009	when	compared	with	2008	were	due	to	higher	average	debt	levels	outstanding,	which	were	the	result	of	debt issued	in	August	2008	in	conjunction	with	the	NYMEX	Holdings	merger.	These	borrowings	consisted	of	commercial	paper	and	short-	and	long-term	notes.	In	February 2009,	we	terminated	our	revolving	bridge	facility.	The	increase	in	interest	and	other	borrowing	costs	in	2009	was	also	attributable	to	the	$7.6	million	of	debt	issuance costs	recognized	for	the	bridge	facility	during	2009,	including	$4.6	million	of	accelerated	costs	resulting	from	the	facility's	termination.

Effective	January	11,	2011,	we	terminated	our	$1.4	billion	senior	credit	facility,	including	the	$420.5	million	term	loan	and	entered	into	a	new	$1.0	billion	multi- currency	revolving	senior	credit	facility,	which	matures	in	January	2014.	We	expect	interest	expense	to	decrease	by	$2.6	million	in	2011	due	to	the	refinancing	of	the senior	credit	facility.

| (dollars	in	millions) | 2010 | 2009 | 2008 | 2010-2009 | 2009-2008 |
| :--- | :--- | :--- | :--- | :--- | :--- |
| Weighted\taverage\tborrowings\toutstanding | $2,668.1 | $2,841.8 | $1,296.1 | $(173.7) | $1,545.7 |
| Weighted\taverage\teffective\tyield | 4.96% | 4.23% | 3.58% | 0.73% | 0.65% |
| Total\tcost\tof\tborrowing | 5.24 | 4.76 | 4.30 | 0.48 | 0.46 |

Total	cost	of	borrowing	includes	interest,	commitment	fees,	discount	accretion	and	debt	issuance	costs.

Guarantee	of	Exercise	Rights	Privileges.	In	December	2009,	final	approval	of	the	settlement	of	the	ERPs	associated	with	our	CBOT	Holdings	merger	occurred	and	we reduced	our	liability	associated	with	our	guarantee	of	the	ERPs	to	zero,	which	resulted	in	a	gain	in	2009.	Following	the	resolution	of	the	lawsuit,	we	also	adjusted	the value	of	the	159	ERPs	that	we	held	to	the	expected	settlement	value,	which	also	contributed	to	the	gain	in	2009.	We	recognized	a	gain	in	2008	due	to	a	reassessment	of possible	outcomes	of	the	litigation.

Equity	in	Net	Losses	of	Unconsolidated	Subsidiaries.	The	termination	of	our	investment	in	FXMS,	our	joint	venture	with	Thomas	Reuters	Group	PLC	(Reuters),	in	the fourth	quarter	of	2008	contributed	to	the	decrease	in	losses	in	2009	when	compared	with	2008.	In	2008,	we	recognized	losses	from	our	investment	in	FXMS	of	$26.5 million	including	a	$15.9	million	write	off	of	our	recorded	investment	in	FXMS	and	our	portion	of	the	remaining	capital	needed	to	wind	down	operations.

# Income	Tax	Provision

The	following	table	summarizes	the	effective	tax	rate	for	the	periods	presented:

The	increase	in	the	effective	tax	rate	in	2010	when	compared	with	2009	was	attributable	to	a	$51.2	million	charge	to	record	the	impact	of	our	new	combined	state	and local	tax	rate	on	our	existing	deferred	tax	liabilities.	The	state	and	local	tax	rate	increased	due	to	revised	state	apportionment	estimates	resulting	from	annual	state	tax filings.	The	increase	in	the	effective	tax	rate	was	also	due	to	the	impairment	of	CMA's	goodwill	and	trade	name	in	the	second	quarter	of	2010	which	was	not	deductible.

In	2009,	the	rate	increased	as	a	result	of	an	additional	valuation	allowance	of	$64.4	million	related	to	unrealized	capital	losses.	The	increase	was	offset	by	a	decrease resulting	from	a	$38.9	million	reduction	in	net	deferred	tax	liabilities	related	to	a	New	York	City	tax	law	change	enacted	in	2009.	In	2008,	the	rate	reflected	a	$48.3 million	charge	to	record	the	impact	of	our	new	combined	state	and	local	tax	rate	on	our	existing	net	deferred	tax	liabilities,	partially	offset	by	a	first	quarter	2008	Illinois tax	law	change	that	resulted	in	a	$38.6	million	reduction	in	net	deferred	tax	liabilities.

# LIQUIDITY	AND	CAPITAL	RESOURCES

Cash	Requirements.	Until	we	began	our	commercial	paper	program	in	mid-2007,	we	historically	met	our	funding	requirements	with	cash	generated	by	our	ongoing operations.	While	our	cost	structure	is	fixed	in	the	short	term,	our	sources	of	operating	cash	are	dependent	on	trading	volume	levels.	We	believe	that	our	existing	cash, cash	equivalents	and	marketable	securities	and	cash	generated	from	operations	will	be	sufficient	to	cover	our	working	capital	needs,	capital	expenditures,	and	other commitments.	However,	it	is	possible	that	we	may	need	to	raise	additional	funds	to	finance	our	activities	through	issuances	of	commercial	paper,	future	public	debt offerings	or	by	borrowing	money	from	financial	institutions.

Cash	will	also	be	required	for	operating	leases	and	non-cancelable	purchase	obligations	as	well	as	other	obligations	reflected	as	long-term	liabilities	in	our	consolidated balance	sheet	at	December	31,	2010.	These	were	as	follows:

| (in	millions) | Operating<br>Leases | Purchase<br>Obligations | Long-Term<br>Liabilities | Total^(1) |
| :--- | :--- | :--- | :--- | :--- |
| Year |  |  |  |  |
| 2011 | $22.5 | $10.4 | $36.8 | $69.7 |
| 2012-2013 | 43.7 | 6.5 | — | 50.2 |
| 2014-2015 | 41.1 | 0.4 | — | 41.5 |
| Thereafter | 142.5 | — | — | \t 142.5 |
| Total | $249.8 | $17.3 | $36.8 | $303.9 |

(1) Gross	unrecognized	income	tax	liabilities,	including	interest	and	penalties,	of	$71.9	million	for	uncertain	tax	positions	are	not	included	in	the	table	due	to uncertainty	about	the	date	of	their	settlement.

Operating	leases	include	rent	payments	for	office	space	in	Chicago	and	other	smaller	offices	in	the	United	States	and	in	various	foreign	countries.	The	operating	lease	for our	headquarters	in	Chicago	expires	in	November	2022.	Annual	minimum	rental	payments	under	this	lease	range	from	$8.5	million	to	$13.6	million.	We	also	maintain an	operating	lease	for	additional	office	space	in	Chicago,	which	expires	in	November	2023.	Annual	minimum	rental	payments	under	this	lease	range	from	$3.9	million to	$6.2	million.

Purchase	obligations	include	minimum	payments	due	under	agreements	to	purchase	software	licenses,	hardware	and	maintenance	as	well	as	telecommunication	services. Other	long-term	liabilities	include	primarily	funding	obligations	for	pension	and	other	post-retirement	benefit	plans.

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	platform.	Each	year	capital	expenditures	are	incurred	for	improvements	to	and	expansion	of	our	offices,	remote	data	centers,	telecommunications	capabilities	and other	operating	equipment.	In	2011,	we	expect	capital	expenditures	to	total	approximately	$180	million.	We	continue	to	monitor	our	capital	needs	and	may	revise	our forecasted	expenditures	as	necessary	in	the	future.

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,	financial	condition,	capital	requirements,	levels	of	indebtedness	and	other	considerations	our board	of	directors	deems	relevant	as	well	as	our	debt	instruments	as	discussed	below.	CME	Group	and	its	subsidiaries	are	also	required	to	comply	with	restrictions contained	in	the	general	corporation	laws	of	its	state	of	incorporation	which	could	also	limit	its	(or	their)	ability	to	declare	and	pay	dividends.	In	2010,	our	quarterly dividend	remained	at	$1.15	per	share.	On	January	5,	2011,	our	board	approved	a	change	in	our	annual	dividend	policy	to	increase	the	target	from	approximately	30%	of the	prior	year's	cash	earnings	to	approximately	35%	of	the	prior	year's	cash	earnings.	On	February	23,	2011,	the	board	of	directors	declared	a	regular	quarterly	dividend of	$1.40	per	share	payable	on	March	25,	to	shareholders	of	record	on	March	10.	Assuming	no	changes	in	the	number	of	shares	outstanding,	the	first	quarter	dividend payment	will	total	approximately	$93.6	million.

Sources	and	Uses	of	Cash.	The	following	is	a	summary	of	cash	provided	by	(used	by)	operating,	investing	and	financing	activities.

| (dollars	in	millions) | 2010 | 2009 | 2008 | 2010-2009 | 2009-2008 |
| :--- | :--- | :--- | :--- | :--- | :--- |
| Net\tcash\tprovided\tby\toperating\tactivities | $1,356.4 | $1,083.1 | $1,197.2 | 25% | (10)% |
| Net\tcash\tprovided\tby\t(used\tin)\tinvesting\tactivities | (108.4) | 544.8 | (3,749.1) | (120) | 115 |
| Net\tcash\tprovided\tby\t(used\tin)\tfinancing\tactivities | (653.4) | (1,665.2) | 2,004.5 | 61 | (183) |

# Operating	activities

The	increase	in	net	cash	provided	by	operating	activities	in	2010	when	compared	with	2009	was	due	to	higher	trading	volumes	and	increased	profitability.	In	2010,	net cash	provided	by	operating	activities	was	$404.3	million	higher	than	net	income.	This	increase	was	primarily	the	result	of	depreciation	and	amortization	expense	of $129.9	million	and	amortization	of	purchased	intangibles	of	$128.1	million.	An	increase	in	accrued	expenses	also	contributed	to	the	overall	increase.

Net	cash	provided	by	operating	activities	decreased	in	2009	when	compared	with	2008	due	to	decreased	profitability	excluding	impairment	charges.	In	2009,	net	cash provided	by	operating	activities	was	$257.3	million	higher	than	net	income.	This	increase	was	due	primarily	to	$126.3	million	of	depreciation	and	amortization	and $125.1	million	of	amortization	of	purchased	intangibles.

# Investing	activities

The	termination	of	the	NYMEX	securities	lending	program	in	2009	as	well	as	the	decrease	in	proceeds	from	marketable	securities,	net	of	purchases,	of	$278.2	million, contributed	to	the	increase	in	cash	used	for	investing	in	2010	when	compared	with	2009.

The	increase	in	cash	in	2009	when	compared	with	2008	was	due	primarily	to	cash	paid	to	shareholders	in	our	merger	with	NYMEX	Holdings	in	2008	of	$2.8	billion,	net of	cash	received,	and	a	payment	of	$612.0	million	for	the	termination	of	certain	NYMEX	membership	rights	in	conjunction	with	the	merger.	The	increase	in	cash	was also	due	to	a	$315.8	million	net	decrease	in	NYMEX	securities	lending	program	investments	and	a	$382.4	million	increase	in	proceeds	from	maturities	of	marketable securities,	net	of	purchases	in	2009.

# Financing	activities

The	decrease	in	cash	used	in	2010	relative	to	2009	was	attributable	to	a	decrease	in	commercial	paper	repayments,	net	of	proceeds,	proceeds	from	our	share	issuance	to BM&FBOVESPA	as	well	as	the	termination	of	the	NYMEX	securities	lending	program	in	2009.	The	decrease	was	partially	offset	by	the	distribution	to	Dow	Jones	of $607.5	million	related	to	Index	Services	as	well	as	an	increase	in	share	repurchases	of	$548.3	million.	Share	repurchases	increased	in	an	effort	to	offset	most	of	the dilution	associated	with	the	issuance	of	shares	to	BM&FBOVESPA.

The	increase	in	cash	used	in	2009	relative	to	2008	was	due	to	new	issuances	of	debt	of	$2.9	billion	in	2008	in	conjunction	with	our	merger	with	NYMEX	Holdings compared	with	net	debt	reductions	of	$900.1	million	in	2009.

Debt	Instruments.	The	following	table	summarizes	our	debt	outstanding	as	of	December	31,	2010:

(1) In	September	2008,	the	company	entered	into	an	interest	rate	swap	agreement	that	modified	the	variable	interest	obligation	associated	with	this	loan	so	that	the interest	payable	effectively	became	fixed	at	a	rate	of	4.72%	beginning	with	the	interest	accrued	after	October	22,	2008.	The	interest	rate	swap	agreement	was terminated	on	January	11,	2011	when	the	loan	was	repaid.

(2) In	March	2010,	we	completed	an	unregistered	offering	of	fixed	rate	notes	due	2018.	Net	proceeds	from	the	offering	were	used	to	fund	a	distribution	to	Dow	Jones in	conjunction	with	our	investment	in	Index	Services.	In	February	2010,	we	entered	into	a	forward-starting	interest	rate	swap	agreement	that	modified	the	interest obligation	associated	with	these	notes	so	that	the	interest	payable	on	the	notes	effectively	became	fixed	at	a	rate	of	4.46%	beginning	with	the	interest	accrued	after March	18,	2010.

We	maintained	a	$1.4	billion	senior	credit	facility	with	various	financial	institutions,	including	the	$420.5	million	term	loan	and	a	$945.5	million	revolving	credit facility.	The	senior	credit	facility	was	terminated	on	January	11,	2011.	Any	commercial	paper	outstanding	was	backed	by	the	revolving	credit	facility.	Under	our	senior credit	facility,	we	were	required	to	maintain	a	consolidated	net	worth	of	at	least	$12.1	billion.

Effective	January	11,	2011,	we	entered	into	a	new	$1.0	billion	multi-currency	revolving	senior	credit	facility	with	various	financial	institutions.	The	proceeds	from	the revolving	senior	credit	facility	can	be	used	for	general	corporate	purposes,	which	includes	providing	liquidity	for	our	clearing	house.	As	long	as	we	are	not	in	default under	the	new	senior	credit	facility,	we	have	the	option	to	increase	the	facility	from	time	to	time	by	an	aggregate	amount	of	up	to	$1.8	billion	with	the	consent	of	the agent	and	lenders	providing	the	additional	funds.	The	new	senior	credit	facility	matures	in	January	2014	and	is	voluntarily	prepayable	from	time	to	time	without premium	or	penalty.	Under	our	new	credit	facility,	we	are	required	to	remain	in	compliance	with	a	consolidated	net	worth	test,	as	defined	as	our	consolidated shareholders'	equity	as	of	September	30,	2010,	giving	effect	to	share	repurchases	made	and	special	dividends	paid	during	the	term	of	the	agreement	(and	in	no	event greater	than	$2.0	billion	in	aggregate),	multiplied	by	0.65.

We	maintain	a	364-day	fully	secured,	committed	line	of	credit	with	a	consortium	of	domestic	and	international	banks	to	be	used	in	certain	situations	by	our	clearing house.	We	may	use	the	proceeds	to	provide	temporary	liquidity	in	the	unlikely	event	of	a	clearing	firm	default,	in	the	event	of	a	liquidity	constraint	or	default	by	a depositary	(custodian	for	our	collateral),	or	in	the	event	of	a	temporary	disruption	with	the	domestic	payments	system	that	would	delay	payment	of	settlement	variation between	us	and	our	clearing	firms.	Clearing	firm	guaranty	fund	contributions	received	in	the	form	of	U.S.	Treasury	securities,	Government	agency	securities	or

money	market	mutual	fund	as	well	as	the	performance	bond	assets	of	a	defaulting	firm	can	be	used	to	collateralize	the	facility.	The	line	of	credit	provides	for	borrowings of	up	to	$1.0	billion.	At	December	31,	2010,	guaranty	fund	collateral	available	was	$2.2	billion.	We	have	the	option	to	request	an	increase	in	the	line	from	$1.0	billion	to $2.0	billion.	In	addition	to	the	364-day	fully	secured,	committed	line	of	credit,	we	also	have	the	option	to	use	the	new	$1.0	billion	multi-currency	revolving	senior	credit facility	to	provide	liquidity	for	our	clearing	house	in	the	unlikely	event	of	default.

In	addition,	our	364-day	fully	secured,	committed	revolving	line	of	credit	contains	a	requirement	that	CME	remain	in	compliance	with	a	consolidated	tangible	net	worth test,	defined	as	CME	consolidated	shareholder's	equity	less	intangible	assets	(as	defined	in	the	agreement),	of	not	less	than	$125.0	million.	In	the	event	that	CME	elects to	increase	the	facility,	the	minimum	consolidated	tangible	net	worth	test	would	increase	ratably	up	to	$187.5	million.

The	indentures	governing	our	floating	and	fixed	rate	notes,	our	364-day	fully	secured,	committed	revolving	line	of	credit	for	$1.0	billion	and	our	$1.0	billion	multi- currency	revolving	senior	credit	facility	do	not	contain	specific	covenants	that	restrict	the	ability	to	pay	dividends.	These	documents,	however,	do	contain	other customary	financial	and	operating	covenants	that	place	restrictions	on	the	operations	of	the	company,	which	could	indirectly	affect	the	ability	to	pay	dividends.

At	December	31,	2010,	we	have	excess	borrowing	capacity	for	general	corporate	purposes	of	approximately	$945.5	million.

As	of	December	31,	2010,	we	were	in	compliance	with	the	various	covenant	requirements	of	all	our	debt	facilities.

CME	Group,	as	a	holding	company,	has	no	operations	of	its	own.	Instead,	it	relies	on	dividends	declared	and	paid	to	it	by	its	subsidiaries	in	order	to	provide	a	portion	of the	funds	which	it	uses	to	pay	dividends	to	its	shareholders.

To	satisfy	our	performance	bond	obligation	with	Singapore	Exchange	Limited,	we	may	pledge	CME-owned	U.S.	Treasury	securities	in	lieu	of,	or	in	combination	with, irrevocable	letters	of	credit.	At	December	31,	2010,	the	letters	of	credit	totaled	$83.0	million.	CME	also	guarantees	a	$5.0	million	standby	letter	of	credit	for	GFX.	The beneficiary	of	this	letter	of	credit	is	the	clearing	firm	that	is	used	by	GFX	to	execute	and	maintain	its	futures	position.	The	letter	of	credit	would	be	utilized	in	the	event that	GFX	defaults	in	meeting	performance	bond	requirements	to	its	clearing	firm.

The	following	table	summarizes	our	credit	ratings	as	of	December	31,	2010:

Given	our	ability	to	pay	down	debt	levels	and	refinance	existing	debt	facilities	if	necessary,	we	expect	to	maintain	an	investment	grade	rating.	If	our	ratings	are downgraded	due	to	a	change	in	control	which	results	in	a	downgrade	below	investment	grade,	we	are	required	to	make	an	offer	to	repurchase	our	fixed	and	floating	rate notes	at	a	price	equal	to	101%	of	the	principal	amount,	plus	accrued	and	unpaid	interest.

Off-Balance	Sheet	Arrangements.	As	of	December	31,	2010,	we	did	not	have	any	significant	off-balance	sheet	arrangements	as	defined	by	the	regulations	of	the Securities	and	Exchange	Commission.

Liquidity	and	Cash	Management.	Cash	and	cash	equivalents	totaled	$855.2	million	at	December	31,	2010	and	$260.6	million	at	December	31,	2009.	The	balance retained	in	cash	and	cash	equivalents	is	a	function	of

anticipated	or	possible	short-term	cash	needs,	prevailing	interest	rates,	our	investment	policy	and	alternative	investment	choices.	A	majority	of	our	cash	and	cash equivalents	balance	is	invested	in	money	market	mutual	funds	that	invest	only	in	U.S.	Treasury	securities	or	U.S.	government	agency	securities.	Our	exposure	to	risk	is minimal	given	the	nature	of	the	investments.

Our	practice	is	to	have	our	pension	plan	100%	funded	at	each	year	end	on	a	projected	benefit	obligation	basis,	while	also	satisfying	any	minimum	required	contribution and	obtaining	the	maximum	tax	deduction.	Based	on	our	actuarial	projections,	we	estimate	that	a	$14.1	million	contribution	in	2011	will	allow	us	to	meet	our	funding goal.	However,	the	amount	of	the	actual	contribution	is	contingent	on	the	actual	rate	of	return	on	our	plan	assets	during	2011	and	the	December	31,	2011	discount	rate.

Net	current	deferred	tax	assets	of	$18.3	million	and	$23.8	million	are	included	in	other	current	assets	at	December	31,	2010	and	2009,	respectively.	Total	net	current deferred	tax	assets	include	unrealized	losses,	stock-based	compensation	and	accrued	expenses.

Net	long-term	deferred	tax	liabilities	were	$7.8	billion	and	$7.6	billion	at	December	31,	2010	and	2009,	respectively.	Net	deferred	tax	liabilities	are	principally	the	result of	purchase	accounting	for	intangible	assets	in	our	various	mergers	including	CBOT	Holdings	and	NYMEX	Holdings.

We	have	a	long-term	deferred	tax	asset	of	$145.7	million	included	within	our	domestic	long-term	deferred	tax	liability.	This	deferred	tax	asset	is	for	an	unrealized capital	loss	incurred	in	Brazil	related	to	our	investment	in	BM&FBOVESPA.	As	of	December	31,	2010,	we	do	not	believe	that	we	currently	meet	the	more-likely-than- not	threshold	that	would	allow	us	to	fully	realize	the	value	of	the	unrealized	capital	loss.	As	a	result,	a	partial	valuation	allowance	of	$64.4	million	has	been	provided	for the	amount	of	the	unrealized	capital	loss	that	exceeds	potential	capital	gains	that	could	be	used	to	offset	the	capital	loss	in	future	periods.	We	also	have	a	long-term deferred	tax	asset	related	to	Brazilian	taxes	of	$125.3	million	for	an	unrealized	capital	loss	incurred	in	Brazil	related	to	our	investment	in	BM&FBOVESPA.	A	full valuation	allowance	of	$125.3	million	has	been	provided	because	we	do	not	believe	that	we	currently	meet	the	more-likely-than-not	threshold	that	would	allow	us	to realize	the	value	of	the	unrealized	capital	loss	in	Brazil	in	the	future.	Valuation	allowances	of	$49.4	million	have	also	been	provided	for	additional	unrealized	capital losses	on	various	other	investments.

Net	long-term	deferred	tax	assets	also	include	a	$19.3	million	deferred	tax	asset	for	foreign	net	operating	losses	related	to	Swapstream.	Our	assessment	at	December	31, 2010	was	that	we	did	not	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	$19.3	million	deferred	tax	assets	arising	from	these	net	operating	losses	have	been	fully	reserved.

Each	clearing	firm	is	required	to	deposit	and	maintain	specified	performance	bond	collateral.	Performance	bond	requirements	are	determined	by	parameters	established by	the	risk	management	department	of	the	clearing	house	and	may	fluctuate	over	time.	We	accept	a	variety	of	collateral	to	satisfy	performance	bond	requirements.	Cash performance	bonds	and	guaranty	fund	contributions	are	included	in	our	consolidated	balance	sheets.	Clearing	firm	deposits,	other	than	those	retained	in	the	form	of cash,	are	not	included	in	our	consolidated	balance	sheets.	The	balances	in	cash	performance	bonds	and	guaranty	fund	contributions	may	fluctuate	significantly	over	time.

Cash	performance	bonds	and	guaranty	fund	contributions	consisted	of	the	following	at	December	31:

| (in	millions) | 2010 | 2009 |
| :--- | :--- | :--- |
| Cash\tperformance\tbonds | $3,717.0 | $5,834.6 |
| Cash\tguaranty\tfund\tcontributions | 231.8 | 102.6 |
| Cross-margin\tarrangements | 79.7 | 10.6 |
| Performance\tcollateral\tfor\tdelivery | 10.0 | 34.1 |
| Total | $4,038.5 | $5,981.9 |

We	are	required	under	the	Commodity	Exchange	Act	to	segregate	cash	and	securities	deposited	by	clearing	firms	on	behalf	of	their	customers.	In	addition,	we	are required	to	segregate	all	funds	and	securities	deposited	by	clearing	firms	from	exchange	operating	funds	and	marketable	securities.	As	with	cash	performance	bonds	and guaranty	fund	contributions,	these	balances	may	fluctuate	over	time	due	to	investment	choices	available	to	clearing	firms	and	any	change	in	total	deposits	required.	The fair	value	of	securities	and	IEF	funds	on	deposit	consisted	of	the	following	at	December	31:

| (in	millions) | 2010 | 2009 |
| :--- | :--- | :--- |
| Performance\tbonds | $82,867.7 | $70,511.5 |
| Guaranty\tfund\tcontributions | 2,828.3 | 2,652.2 |
| Cross-margin\tarrangements | 196.8 | 220.5 |
| Performance\tcollateral\tfor\tdelivery | 2.1 | 2.6 |
| Total | $85,894.9 | $73,386.8 |

The	performance	bond	collateral	and	the	guaranty	fund	contributions	include	collateral	for	clearing	firms	for	the	futures,	options	and	cleared	over-the-counter	credit default	swaps	as	well	as	cleared	over-the-counter	interest	rate	swaps.

# ITEM	7A. QUANTITATIVE	AND	QUALITATIVE	DISCLOSURES	ABOUT	MARKET	RISK

We	are	subject	to	various	market	risks,	including	those	caused	by	changes	in	interest	rates,	credit,	foreign	currency	exchange	rates,	and	equity	prices.

# Interest	Rate	Risk

Debt	outstanding	at	December	31,	2010	consisted	of	fixed	rate	borrowings	of	$2.1	billion	and	variable	rate	borrowings	of	$420.5	million.	Borrowings	subject	to	interest rate	fluctuations	as	of	December	31,	2010	included	the	$420.5	million	term	loan	due	August	2011.	The	term	loan	bears	interest	at	a	floating	rate	equal	to	three-month LIBOR	plus	1.00%	per	year.	In	September	2008,	we	entered	into	an	interest	rate	swap	agreement	that	modifies	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	October	22,	2008.	On	January	11,	2011,	we terminated	our	senior	credit	facility,	which	included	repayment	of	the	$420.5	million	term	loan.	In	conjunction	with	the	termination	of	our	senior	credit	facility,	we	also terminated	the	interest	rate	swap	agreement.

# Credit	Risk

Our	clearing	house	acts	as	the	counterparty	to	all	trades	consummated	on	our	exchange	as	well	as	through	third-party	exchanges	and	over-the-counter	markets	for	which we	provide	clearing	services.	As	a	result,	we	are	exposed	to	significant	credit	risk	of	third	parties,	including	our	clearing	firms.	We	are	also	exposed,	indirectly,	to	the credit	risk	of	customers	of	our	clearing	firms.	These	parties	may	default	on	their	obligations	due	to	bankruptcy,	lack	of	liquidity,	operational	failure	or	other	reasons.

In	order	to	ensure	performance,	we	establish	and	monitor	financial	requirements	for	our	clearing	firms.	We	set	minimum	performance	bond	requirements	for	our exchange-traded	and	over-the-counter	products,	including	credit	default	swaps	and	interest	rate	swaps.	For	futures	and	options	on	futures,	we	typically	establish performance	bond	levels	to	cover	at	least	95%	of	expected	price	changes	for	a	given	product	within	a	given	historical	period	providing	further	quantitative	and qualitative	considerations	based	on	market	risk.	For	cleared	over-the-counter	credit	default	and	interest	rate	swaps,	we	typically	establish	performance	bond	levels	to cover	at	least	99%	of	expected	price	changes	for	a	given	product	within	a	given	historical	period	providing	further	quantitative	and	qualitative	considerations	based	on market	risk.	We	mark-to-market	all	open	positions	at	least	twice	a	day	and	require	payment	from	clearing	firms	whose	positions	have	lost	value	and	make	payments	to 62

clearing	firms	whose	positions	have	gained	value.	For	product	offerings	within	newer	markets,	positions	are	marked-to-market	daily	with	the	capability	to	mark-to- market	more	frequently	as	market	conditions	warrant.	This	allows	our	clearing	house	to	identify	quickly	any	clearing	firms	that	may	not	be	able	to	satisfy	the	financial obligations	resulting	from	changes	in	the	prices	of	their	open	contracts	before	those	financial	obligations	become	exceptionally	large	and	jeopardize	the	ability	of	our clearing	house	to	ensure	performance	of	their	open	positions.	This	transparency	makes	it	difficult	for	traders	to	hide	losses	or	disguise	unusual	profits.

Although	we	have	policies	and	procedures	to	help	ensure	that	our	clearing	firms	can	satisfy	their	obligations,	these	policies	and	procedures	may	not	succeed	in	detecting problems	or	preventing	defaults.	We	also	have	in	place	various	measures	intended	to	enable	us	to	cover	any	default	and	maintain	liquidity.	We	maintain	a	financial safeguard	package	for	our	clearing	firms	for	futures,	options	and	cleared	over-the-counter	credit	default	swap	contracts.	In	the	unlikely	event	of	a	payment	default	by	a clearing	firm	for	futures,	options	and	cleared	over-the-counter	credit	default	swap	contracts,	we	would	first	apply	assets	of	the	defaulting	clearing	firm	to	satisfy	its payment	obligation.	These	assets	include	the	defaulting	firm's	guaranty	fund	contributions,	performance	bonds	and	any	other	available	assets,	such	as	assets	required	for membership	and	any	associated	trading	rights.	In	addition,	we	would	make	a	demand	for	payment	pursuant	to	any	applicable	guarantee	provided	to	the	exchange	by	the parent	company	of	the	clearing	firm.	Thereafter,	if	the	payment	default	remains	unsatisfied,	we	would	use	our	surplus	funds,	guaranty	fund	contributions	of	other clearing	firms	and	funds	collected	through	an	assessment	against	solvent	clearing	firms	to	satisfy	the	deficit.	Surplus	funds	represent	the	amount	of	CME	working capital	reduced	by	an	amount	necessary	to	support	normal	operations	and	further	reduced	by	$100.0	million	that	is	designated	by	CME	for	our	interest	rate	swap financial	safeguard	package.

We	also	maintain	an	independent	interest	rate	swaps	financial	safeguard	package.	In	the	unlikely	event	of	a	payment	default	by	a	clearing	firm	for	cleared	over-the- counter	interest	rate	swap	contracts,	we	would	first	apply	the	defaulting	firm's	guaranty	fund	contributions	and	performance	bonds	to	satisfy	its	payment	obligation. Thereafter,	if	the	payment	default	remains	unsatisfied,	we	would	use	the	$100.0	million	of	CME	working	capital	that	would	be	required	to	be	contributed	by	CME	in	the event	of	a	default	in	interest	rate	swaps,	then	the	interest	rate	swap	guaranty	fund	contributions	of	other	interest	rate	swap	clearing	firms	to	satisfy	the	deficit.	In	addition, funds	can	be	collected	through	an	assessment	against	solvent	clearing	firms	clearing	interest	rate	swap	contracts.

We	maintain	a	$1.0	billion	364-day	fully	secured,	committed	line	of	credit	with	a	consortium	of	domestic	and	international	banks	to	be	used	in	certain	situations	by	our clearing	house.	We	have	the	option	to	request	an	increase	in	the	line	from	$1.0	billion	to	$2.0	billion.	We	may	use	the	proceeds	to	provide	temporary	liquidity	in	the unlikely	event	of	a	clearing	firm	default,	in	the	event	of	a	liquidity	constraint	or	default	by	a	depositary	(custodian	of	the	collateral),	or	in	the	event	of	a	temporary disruption	with	the	domestic	payments	system	that	would	delay	payment	of	settlement	variation	between	us	and	our	clearing	firms.	The	credit	agreement	requires	us	to pledge	clearing	firm	security	deposits	held	by	us	in	the	form	of	U.S.	Treasury	or	agency	securities,	as	well	as	guaranty	fund	contributions	in	our	IEF	program	to	the	line of	credit	custodian	prior	to	drawing	on	the	line.	Performance	bond	collateral	of	a	defaulting	clearing	firm	may	also	be	used	to	secure	a	draw	on	the	line.	In	addition	to	the 364-day	fully	secured,	committed	line	of	credit,	we	also	have	the	option	to	use	the	new	$1.0	billion	multi-currency	revolving	senior	credit	facility	to	provide	liquidity	for our	clearing	house	in	the	unlikely	event	of	default.

Aggregate	performance	bond	deposits	for	clearing	firms	for	futures,	options	and	cleared	over-the-counter	credit	default	swap	contracts	as	well	as	cleared	over-the- counter	interest	rate	swap	contracts	was	$86,584.7	million,	including	$3,717.0	million	of	cash	performance	bond	deposits.	A	defaulting	firm's	performance	bond collateral	can	be	used	in	the	event	of	default	of	that	clearing	firm.

The	following	shows	the	available	assets	of	our	clearing	house	at	December	31,	2010	in	the	event	of	a	payment	default	by	a	clearing	firm	for	futures,	options	and	cleared over-the-counter	credit	default	swap	contract	after	first	utilizing	the	defaulting	firm's	available	assets:

(1) CME	surplus	funds	represent	the	amount	of	working	capital	reduced	by	an	amount	necessary	to	support	normal	operations	and	amounts	designated	by	CME	for our	interest	rate	swap	financial	safeguards	package.	Our	target	for	the	CME	surplus	funds	is	$100.0	million	with	amounts	in	excess	of	this	target	generally	paid	as a	dividend	from	CME	to	CME	Group	on	a	quarterly	basis	based	on	prior	quarter-end	balances.

(2) Guaranty	fund	contributions	of	clearing	firms	include	guaranty	fund	contributions	required	of	clearing	firms,	but	do	not	include	any	excess	deposits	held	by	our exchange	at	the	direction	of	clearing	firms.

(3) In	the	event	of	a	clearing	firm	default,	if	a	loss	continues	to	exist	after	the	utilization	of	the	assets	of	the	defaulted	firm,	CME	surplus	funds	and	the	non-defaulting clearing	firms'	guaranty	fund	contributions,	we	have	the	right	to	assess	all	non-defaulting	clearing	members	as	defined	in	the	rules	governing	the	guaranty	fund, up	to	2.75	times	their	existing	guaranty	fund	requirements.

(4) Represents	the	aggregate	minimum	resources	available	to	satisfy	any	obligations	not	met	by	a	defaulting	firm	subsequent	to	the	liquidation	of	the	defaulting firm's	performance	bond	collateral.

The	following	shows	the	available	assets	of	our	clearing	house	for	the	interest	rate	swap	financial	safeguard	package	at	December	31,	2010	in	the	event	of	a	payment default	by	a	clearing	firm	that	clears	interest	rate	swap	contracts,	after	first	utilizing	the	defaulting	firm's	available	assets:

(1) CME	designates	$100.0	million	of	working	capital	to	satisfy	a	clearing	firm	default	in	the	event	that	the	defaulting	clearing	firm's	guaranty	contributions	and performance	bonds	do	not	satisfy	the	deficit.

(2) Guaranty	fund	contributions	of	clearing	firms	for	interest	rate	swap	contracts	include	guaranty	fund	contributions	required	of	those	clearing	firms.

(3) Represents	the	aggregate	minimum	resources	available	to	satisfy	any	obligations	not	met	by	a	defaulting	firm	subsequent	to	the	liquidation	of	the	defaulting firm's	performance	bond	collateral.	In	the	event	of	a	clearing	firm	default,	if	a	loss	continues	to	exist	after	the	utilization	of	the	assets	of	the	defaulted	firm,	CME designated	working	capital	and	the	non-defaulting	firms'	guaranty	fund	contributions,	we	may	have	the	right	to	assess	all	non-defaulting	clearing	members	as defined	in	the	rules	governing	the	interest	rate	swap	guaranty	fund.

Despite	these	safeguards,	we	cannot	assure	you	that	these	measures	will	be	sufficient	to	protect	us	from	a	default	or	that	we	will	not	be	materially	and	adversely	affected in	the	event	of	a	significant	default.

# Foreign	Currency	Exchange	Rate	Risk

# Foreign	Currency	Transaction	Risk

Our	exposure	to	foreign	currency	transaction	risk	resulting	from	our	operations	is	considered	minimal	and	is	not	expected	to	be	material	to	our	financial	condition	or operating	results.

# Foreign	Currency	Translation	Risk

We	have	foreign	currency	translation	risk	related	to	the	translation	of	our	foreign	subsidiaries'	assets	and	liabilities	from	their	respective	functional	currencies	to	the U.S.	dollar	at	each	reporting	date.	Fluctuations	in	exchange	rates	may	impact	the	amount	of	total	assets	and	liabilities	we	report	in	our	consolidated	balance	sheets.	The financial	statements	of	certain	of	our	foreign	subsidiaries	are	denominated	in	the	British	pound	and	the	Brazilian	real	and	are	translated	into	U.S.	dollars	using	a	current exchange	rate.	Gains	and	losses	resulting	from	this	translation	are	recognized	as	a	foreign	currency	translation	adjustment	within	accumulated	other	comprehensive income,	which	is	a	component	of	shareholders'	equity.	The	translation	adjustment,	net	of	tax,	for	2010,	2009	and	2008	was	$(0.5)	million,	$2.6	million	and	$(95.7) million,	respectively.

At	December	31,	2010	and	2009,	10%	and	13%	of	our	consolidated	cash	and	cash	equivalents	balances	were	held	by	foreign	subsidiaries	whose	balance	sheets	were translated	from	a	foreign	functional	currency	to	U.S.	dollars	at	each	reporting	date.

# Other	Foreign	Currency	Risk

We	are	also	exposed	to	foreign	exchange	rate	risk	related	to	the	equity	investments	noted	under	Equity	Price	Risk.	Any	foreign	exchange	rate	risk	related	to	these investments	is	reflected	in	the	Equity	Price	Risk	section	below.

# Equity	Price	Risk

We	hold	certain	investments	in	equity	securities	for	strategic	purposes.	Investments	subject	to	equity	price	risks	are	generally	recorded	at	their	fair	value.	Equity securities	whose	sale	is	restricted	for	greater	than	12	months	are	carried	at	original	cost,	net	of	impairment	charges,	until	the	restriction	is	within	12	months	of	expiration at	which	time	they	are	recorded	at	fair	value.

Fair	values	for	publicly-traded	equity	investments	are	based	on	quoted	market	prices.	Fair	values	are	subject	to	fluctuation	and,	consequently,	the	amount	realized	in	the subsequent	sale	of	an	investment	may	differ	significantly	from	its	current	reported	value.	Fluctuation	in	the	market	price	of	a	security	may	result	from	perceived	changes in	the	underlying	economic	characteristics	of	the	issuer,	the	relative	price	of	alternative	investments	and	general	market	conditions.

The	table	below	summarizes	our	equity	investments	subject	to	equity	price	fluctuation	at	December	31,	2010.	Equity	investments	are	included	in	other	assets	in	our consolidated	balance	sheets.

|  |  |  |  | Unrealized |
| :--- | :--- | :--- | :--- | :--- |
| (dollars\tin\tmillions) | Cost\nBasis | Fair\nValue | Carrying\nValue | Gain,\nNet\tof\tTax |
| BM&amp;FBOVESPA\tS.A. | $262.9 | $798.8 | $ 262.9 | $323.9^(1) |
| Bolsa\tMexicana\tde\tValores,\tS.A.B.\tde\tC.V. | 17.3 | 24.5 | 24.5 | 4.4 |
| IMAREX\tASA | 19.0 | 21.5 | 21.5 | 1.5 |

(1) In	February	2008,	we	exchanged	1.2	million	shares	of	CME	Group	Class	A	common	stock	for	101.1	million	shares	in	BM&FBOVESPA.	The	company	may	not sell	its	shares	in	BM&FBOVESPA	for	four	years	after	the	purchase	date.	As	a	result,	BM&FBOVESPA	stock	is	reported	in	other	assets	at	original	cost	less impairment	loss	until	within	12	months	of	the	restriction	lapsing.

Beginning	in	February	2011,	the	stock	will	be	accounted	for	as	an	available-for-sale	security	and	any	unrealized	gain	will	be	recognized	in	accumulated	other comprehensive	income.	Prior	to	February	2011,	an	unrealized	loss	of	$81.7	million,	net	of	tax,	resulting	from	changes	in	foreign	currency	exchange	rates,	was recorded	in	accumulated	other	comprehensive	income	(loss)	upon	recognizing	impairment	on	the	investment	in	December	2008.	The	$81.7	million	unrealized	loss is	not	reflected	in	the	table	above.

We	do	not	currently	hedge	against	equity	price	risk.	Equity	investments	are	assessed	for	other-than-temporary	impairment	on	a	quarterly	basis.	An	assessment	of	whether an	equity	investment	is	other-than-temporarily	impaired	takes	into	consideration	the	magnitude	and	duration	of	the	unrealized	loss.	At	December	31,	2010,	we determined	that	none	of	the	equity	investments	listed	above	were	other-than-temporarily	impaired.

# ITEM	8. FINANCIAL	STATEMENTS	AND	SUPPLEMENTARY	DATA

# CME	GROUP	INC.	AND	SUBSIDIARIES

# CONSOLIDATED	BALANCE	SHEETS

(dollars	in	millions,	except	per	share	data;	shares	in	thousands)

|  | 2010 | 2009 |
| :--- | :--- | :--- |
| Assets |  |  |
| Current\tAssets: |  |  |
| Cash\tand\tcash\tequivalents | $855.2 | $260.6 |
| Marketable\tsecurities | 50.2 | 42.6 |
| Accounts\treceivable,\tnet\tof\tallowance\tof\t$1.6\tand\t$1.9 | 297.5 | 248.3 |
| Other\tcurrent\tassets | 146.1 | 165.6 |
| Cash\tperformance\tbonds\tand\tguaranty\tfund\tcontributions | 4,038.5 | 5,981.9 |
| Total\tcurrent\tassets | 5,387.5 | 6,699.0 |
| Property,\tnet\tof\taccumulated\tdepreciation\tand\tamortization | 786.8 | 738.5 |
| Intangible\tassets—trading\tproducts | \t 17,040.5 | 16,982.0 |
| Intangible\tassets—other,\tnet | 3,453.3 | 3,246.5 |
| Goodwill | 7,983.6 | 7,549.2 |
| Other\tassets | 394.4 | 435.8 |
| Total\tAssets | $35,046.1 | $35,651.0 |
| Liabilities\tand\tShareholders'\tEquity |  |  |
| Current\tLiabilities: |  |  |
| Accounts\tpayable | $51.8 | $46.7 |
| Short-term\tdebt | 420.5 | 299.8 |
| Other\tcurrent\tliabilities | 270.4 | 195.2 |
| Cash\tperformance\tbonds\tand\tguaranty\tfund\tcontributions | 4,038.5 | 5,981.9 |
| Total\tcurrent\tliabilities | 4,781.2 | 6,523.6 |
| Long-term\tdebt | 2,104.8 | 2,014.7 |
| Deferred\ttax\tliabilities,\tnet | 7,840.4 | 7,645.9 |
| Other\tliabilities | 191.5 | 165.8 |
| Total\tLiabilities | \t 14,917.9 | 16,350.0 |
| Redeemable\tnon-controlling\tinterest | 68.1 | — |
| Shareholders'\tEquity: |  |  |
|  | — | — |
|  | — | — |
| December\t31,\t2010\tand\t2009,\trespectively | 0.7 | 0.7 |
|  | — | — |
| Additional\tpaid-in\tcapital | \t 17,277.7 | 17,186.6 |
| Retained\tearnings | 2,885.8 | 2,239.9 |
| Accumulated\tother\tcomprehensive\tincome\t(loss) | (104.1) | (126.2) |
| Total\tShareholders'\tEquity | \t 20,060.1 | 19,301.0 |
| Total\tLiabilities\tand\tShareholders'\tEquity | $35,046.1 | $35,651.0 |

See	accompanying	notes	to	consolidated	financial	statements.

# CONSOLIDATED	STATEMENTS	OF	INCOME

|  | 2010 | 2009 | 2008 |
| :--- | :--- | :--- | :--- |
| Revenues |  |  |  |
| Clearing\tand\ttransaction\tfees | $2,486.3 | $2,161.9 | $2,115.4 |
| Market\tdata\tand\tinformation\tservices | 395.1 | 331.1 | 279.5 |
| Access\tand\tcommunication\tfees | 45.4 | 45.6 | 43.6 |
| Other | 76.9 | 74.2 | 122.5 |
| Total\tRevenues | \t 3,003.7 | \t 2,612.8 | \t 2,561.0 |
| Expenses |  |  |  |
| Compensation\tand\tbenefits | 432.1 | 351.0 | 317.6 |
| Communications | 40.6 | 47.0 | 52.3 |
| Technology\tsupport\tservices | 50.5 | 46.2 | 59.6 |
| Professional\tfees\tand\toutside\tservices | 117.5 | 85.1 | 71.9 |
| Amortization\tof\tpurchased\tintangibles | 128.1 | 125.1 | 98.7 |
| Depreciation\tand\tamortization | 129.9 | 126.3 | 137.3 |
| Occupancy\tand\tbuilding\toperations | 74.9 | 76.3 | 71.4 |
| Licensing\tand\tother\tfee\tagreements | 82.6 | 89.2 | 70.3 |
| Restructuring | (0.6) | 5.3 | 4.8 |
| Other | 117.0 | 72.2 | 94.9 |
| Total\tExpenses | \t 1,172.6 | \t 1,023.7 | 978.8 |
| Operating\tIncome | \t 1,831.1 | \t 1,589.1 | \t 1,582.2 |
| Non-Operating\tIncome\t(Expense) |  |  |  |
| Investment\tincome | 42.3 | 28.5 | 45.5 |
| Impairment\tof\tlong-term\tinvestments | (2.2) | (46.0) | (274.5) |
| Gains\t(losses)\ton\tderivative\tinvestments | (2.6) | — | (8.1) |
| Securities\tlending\tinterest\tincome | — | 2.8 | 38.3 |
| Securities\tlending\tinterest\tand\tother\tcosts | — | (0.1) | (51.7) |
| Interest\tand\tother\tborrowing\tcosts | (140.3) | (133.9) | (56.5) |
| Guarantee\tof\texercise\tright\tprivileges | — | 4.3 | 12.8 |
| Equity\tin\tnet\tlosses\tof\tunconsolidated\tsubsidiaries | (6.4) | (6.8) | (31.5) |
| Other\tincome\t(expense) | — | (0.4) | (8.5) |
| Total\tNon-Operating | (109.2) | (151.6) | (334.2) |
| Income\tbefore\tIncome\tTaxes | \t 1,721.9 | \t 1,437.5 | \t 1,248.0 |
| Income\ttax\tprovision | 769.8 | 611.7 | 532.5 |
| Net\tIncome | 952.1 | 825.8 | 715.5 |
| Less:\tnet\tincome\tattributable\tto\tredeemable\tnon-controlling\tinterest | 0.7 | — | — |
| Net\tIncome\tAttributable\tto\tCME\tGroup | $951.4 | $825.8 | $715.5 |
| Earnings\tper\tCommon\tShare\tAttributable\tto\tCME\tGroup: |  |  |  |
| Basic | $14.35 | $12.44 | $12.18 |
| Diluted | 14.31 | 12.41 | 12.13 |
| Weighted\tAverage\tNumber\tof\tCommon\tShares: |  |  |  |
| Basic | 66,299 | 66,366 | 58,738 |
| Diluted | 66,495 | 66,548 | 58,967 |

# CONSOLIDATED	STATEMENTS	OF	SHAREHOLDERS'	EQUITY

|  | Class	A<br>Common<br>Stock<br>(Shares) | Class	B<br>Common<br>Stock<br>(Shares) | Stock	and<br>Additional<br>Paid-in<br>Capital | Retained<br>Earnings | Accumulated<br>Other<br>Comprehensive<br>Income	(Loss) | Total<br>Shareholders'<br>Equity |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| Balance\tat\tDecember\t31,\t2007 | \t53,278 | 3 | $10,689.3 | $1,619.4 | $(3.1) | $12,305.6 |
| Comprehensive\tincome\tattributable\tto\tCME\tGroup: |  |  |  |  |  |  |
| Net\tincome\tattributable\tto\tCME\tGroup |  |  |  | 715.5 |  | 715.5 |
|  |  |  |  |  | (25.3) | (25.3) |
|  |  |  |  |  | (15.4) | (15.4) |
| Net\tchange\tin\tderivative\tinstruments,\tnet\tof\ttax\tof\t$13.5 |  |  |  |  | (20.8) | (20.8) |
|  |  |  |  |  | (95.7) | (95.7) |
| Total\tcomprehensive\tincome\tattributable\tto\tCME\tGroup |  |  |  |  |  | 558.3 |
| Cash\tdividends\ton\tcommon\tstock\tof\t$9.60\tper\tshare |  |  |  | (615.2) |  | (615.2) |
| Common\tstock\tand\tstock\toptions\tissued\tto\tcomplete\tNYMEX\tHoldings |  |  |  |  |  |  |
| merger,\tincluding\tstock\tissuance\tcosts | \t12,566 |  | 5,955.1 |  |  | 5,955.1 |
| Class\tA\tcommon\tstock\tissued\tto\tBM&amp;FBOVESPA\tSA | 1,189 |  | 631.4 |  |  | 631.4 |
| Tax\tbenefit\tof\tstock\tissuance\tcosts\trelated\tto\tCBOT\tHoldings\tmerger |  |  | 6.4 |  |  | 6.4 |
| Repurchase\tof\tClass\tA\tcommon\tstock | (783) |  | (224.0) |  |  | (224.0) |
| Exercise\tof\tstock\toptions | 149 |  | 20.6 |  |  | 20.6 |
| Excess\ttax\tbenefits\tfrom\toption\texercises\tand\trestricted\tstock\tvesting |  |  | 9.0 |  |  | 9.0 |
| Vesting\tof\tissued\trestricted\tClass\tA\tcommon\tstock | 6 |  | (0.1) |  |  | (0.1) |
| Shares\tissued\tto\tBoard\tof\tDirectors | 6 |  | 2.5 |  |  | 2.5 |
| Shares\tissued\tunder\tEmployee\tStock\tPurchase\tPlan | 6 |  | 1.4 |  |  | 1.4 |
| Stock-based\tcompensation |  |  | 37.6 |  |  | 37.6 |
| Balance\tat\tDecember\t31,\t2008 | \t66,417 | \t\t\t\t\t\t\t\t3 | $17,129.2 | $1,719.7 | $(160.3) | $18,688.6 |

# CONSOLIDATED	STATEMENTS	OF	SHAREHOLDERS'	EQUITY	(continued)

|  | Class	A | Class	B | Stock	and |  | Accumulated |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  | Common | Common | Additional |  | Other | Total |
|  | Stock | Stock | Paid-in | Retained | Comprehensive | Shareholders' |
|  | (Shares) | (Shares) | Capital | Earnings | Income\t(Loss) | Equity |
| Balance\tat\tDecember\t31,\t2008 | \t66,417 | 3 | $17,129.2 | $1,719.7 | $(160.3) | $18,688.6 |
| Comprehensive\tincome\tattributable\tto\tCME\tGroup: |  |  |  |  |  |  |
| Net\tincome\tattributable\tto\tCME\tGroup |  |  |  | 825.8 |  | 825.8 |
|  |  |  |  |  | 25.4 | 25.4 |
|  |  |  |  |  | (1.4) | (1.4) |
| Net\tchange\tin\tderivative\tinstruments,\tnet\tof\ttax\tof\t$4.7 |  |  |  |  | 7.5 | 7.5 |
|  |  |  |  |  | 2.6 | 2.6 |
| Total\tcomprehensive\tincome\tattributable\tto\tCME\tGroup |  |  |  |  |  | 859.9 |
| Cash\tdividends\ton\tcommon\tstock\tof\t$4.60\tper\tshare |  |  |  | (305.6) |  | (305.6) |
| Class\tA\tcommon\tstock\tissued\tin\texchange\tfor\tinvestment\tin\tBursa\tMalaysia |  |  |  |  |  |  |
| Derivatives\tBerhad | 76 |  | 25.1 |  |  | 25.1 |
| Repurchase\tof\tClass\tA\tcommon\tstock | (139) |  | (27.0) |  |  | (27.0) |
| Exercise\tof\tstock\toptions | 125 |  | 22.0 |  |  | 22.0 |
| Excess\ttax\tbenefits\tfrom\toption\texercises\tand\trestricted\tstock\tvesting |  |  | 2.3 |  |  | 2.3 |
| Vesting\tof\tissued\trestricted\tClass\tA\tcommon\tstock | 16 |  | (1.6) |  |  | (1.6) |
| Shares\tissued\tto\tBoard\tof\tDirectors | 12 |  | 2.4 |  |  | 2.4 |
| Shares\tissued\tunder\tEmployee\tStock\tPurchase\tPlan | 4 |  | 1.5 |  |  | 1.5 |
| Stock-based\tcompensation |  |  | 33.4 |  |  | 33.4 |
| Balance\tat\tDecember\t31,\t2009 | \t66,511 | \t\t\t\t\t\t\t\t3 | $17,187.3 | $2,239.9 | $(126.2) | $19,301.0 |

|  | Class	A | Class	B | Stock	and |  | Accumulated |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  | Common | Common | Additional |  | Other | Total |
|  | Stock | Stock | Paid-in | Retained | Comprehensive | Shareholders' |
|  | (Shares) | (Shares) | Capital | Earnings | Income\t(Loss) | Equity |
| Balance\tat\tDecember\t31,\t2009 | \t66,511 | 3 | $17,187.3 | $2,239.9 | $(126.2) | $19,301.0 |
| Comprehensive\tincome\tattributable\tto\tCME\tGroup: |  |  |  |  |  |  |
| Net\tincome\tattributable\tto\tCME\tGroup |  |  |  | 951.4 |  | 951.4 |
|  |  |  |  |  | 5.3 | 5.3 |
|  |  |  |  |  | 5.8 | 5.8 |
| Net\tchange\tin\tderivative\tinstruments,\tnet\tof\ttax\tof\t$7.4 |  |  |  |  | 11.5 | 11.5 |
|  |  |  |  |  | (0.5) | (0.5) |
| Total\tcomprehensive\tincome\tattributable\tto\tCME\tGroup |  |  |  |  |  | 973.5 |
| Cash\tdividends\ton\tcommon\tstock\tof\t$4.60\tper\tshare |  |  |  | (305.5) |  | (305.5) |
| Class\tA\tcommon\tstock\tissued\tto\tBM&amp;FBOVESPA\tSA | 2,206 |  | 607.1 |  |  | 607.1 |
| Repurchase\tof\tClass\tA\tcommon\tstock | \t(2,007) |  | (575.3) |  |  | (575.3) |
| Exercise\tof\tstock\toptions | 90 |  | 12.6 |  |  | 12.6 |
| Excess\ttax\tbenefits\tfrom\toption\texercises\tand\trestricted\tstock\tvesting |  |  | 5.8 |  |  | 5.8 |
| Vesting\tof\tissued\trestricted\tClass\tA\tcommon\tstock | 35 |  | (3.8) |  |  | (3.8) |
| Shares\tissued\tto\tBoard\tof\tDirectors | 8 |  | 2.4 |  |  | 2.4 |
| Shares\tissued\tunder\tEmployee\tStock\tPurchase\tPlan | 4 |  | 1.4 |  |  | 1.4 |
| Stock-based\tcompensation |  |  | 40.9 |  |  | 40.9 |
| Balance\tat\tDecember\t31,\t2010 | \t66,847 | \t\t\t\t\t\t\t\t3 | $17,278.4 | $2,885.8 | $(104.1) | $20,060.1 |

# CONSOLIDATED	STATEMENTS	OF	CASH	FLOWS

(in	millions)

|  | 2010 | 2009 | 2008 |
| :--- | :--- | :--- | :--- |
| Cash\tFlows\tfrom\tOperating\tActivities |  |  |  |
| Net\tincome | $952.1 | $825.8 | $715.5 |
| Adjustments\tto\treconcile\tnet\tincome\tto\tnet\tcash\tprovided\tby\toperating\tactivities: |  |  |  |
| Stock-based\tcompensation | 40.9 | 33.4 | 37.6 |
| Amortization\tof\tpurchased\tintangibles | 128.1 | 125.1 | 98.7 |
| Depreciation\tand\tamortization | 129.9 | 126.3 | 137.3 |
| Recognition\tof\tin-process\tresearch\tand\tdevelopment\tacquired\tfrom\tCredit\tMarket\tAnalysis\tLimited | — | — | 3.7 |
| Net\taccretion\tof\tdiscounts\tand\tamortization\tof\tdebt\tfinancing\tcosts | 4.9 | 12.7 | 9.7 |
| Net\tloss\ton\tderivative\tinvestments | 8.6 | — | 8.1 |
| Impairment\tof\tsecurities\tlending\tassets | — | — | 24.3 |
| Impairment\tof\tgoodwill\tand\tintangible\tassets | 20.5 | — | 14.1 |
| Impairment\tof\tlong-term\tinvestments | 2.2 | 46.0 | 274.5 |
| Guarantee\tof\texercise\tright\tprivileges | — | (4.3) | (12.8) |
| Equity\tin\tnet\tlosses\tof\tunconsolidated\tsubsidiaries | 6.4 | 6.8 | 31.5 |
| Deferred\tincome\ttaxes | 22.3 | (56.9) | (115.1) |
| Change\tin\tassets\tand\tliabilities: |  |  |  |
| Accounts\treceivable | (28.7) | (14.4) | 81.3 |
| Other\tcurrent\tassets | (29.9) | (7.4) | 6.4 |
| Other\tassets | (6.1) | (6.9) | (48.6) |
| Accounts\tpayable | 6.1 | (24.3) | 24.0 |
| Income\ttax\tpayable | 12.4 | 13.8 | (22.8) |
| Other\tcurrent\tliabilities | 79.6 | (23.3) | (96.3) |
| Other\tliabilities | 5.3 | 30.7 | 25.9 |
| Other | 1.8 | — | 0.2 |
| Net\tCash\tProvided\tby\tOperating\tActivities | \t 1,356.4 | \t 1,083.1 | 1,197.2 |
| Cash\tFlows\tfrom\tInvesting\tActivities |  |  |  |
| Proceeds\tfrom\tmaturities\tof\tavailable-for-sale\tmarketable\tsecurities | 11.9 | 439.8 | 265.1 |
| Purchases\tof\tavailable-for-sale\tmarketable\tsecurities | (10.2) | (159.9) | (367.6) |
| Net\tchange\tin\tNYMEX\tsecurities\tlending\tprogram\tinvestments | — | 425.9 | 110.1 |
| Purchases\tof\tproperty,\tnet | (160.0) | (157.9) | (200.1) |
| Consideration\tpaid\tin\tbusiness\tcombinations,\tnet\tof\tcash\tacquired | (19.6) | — | (2,864.0) |
| NYMEX\tmembership\trights\tpayment | — | — | (612.0) |
| Proceeds\tfrom\tsale\tof\tlong-term\tinvestment | 47.2 | — | — |
| Merger-related\ttransaction\tcosts | — | — | (50.9) |
| Purchase\tof\tderivative\trelated\tto\tBM&amp;FBOVESPA\tSA\tinvestment | — | — | (45.2) |
| Proceeds\tfrom\tChicago\tBoard\tOptions\tExchange\texercise\tright\tprivileges | 39.7 | — | — |
| Proceeds\tfrom\tsale\tof\tmetals\ttrading\tproducts | — | — | 25.7 |
| Purchase\tof\tBolsa\tMexicana\tde\tValores,\tS.A.B.\tde\tC.V.\tshares | (17.4) | — | — |
| Capital\tcontributions\tto\tFXMarketSpace\tLimited | — | (3.1) | (10.2) |
| Net\tCash\tProvided\tby\t(Used\tin)\tInvesting\tActivities | (108.4) | 544.8 | (3,749.1) |

# CONSOLIDATED	STATEMENTS	OF	CASH	FLOWS	(continued)

|  | 2010 | 2009 | 2008 |
| :--- | :--- | :--- | :--- |
| Cash\tFlows\tfrom\tFinancing\tActivities |  |  |  |
| Proceeds\t(repayments)\tof\tcommercial\tpaper,\tnet | (99.9) | (1,393.6) | 1,330.3 |
| Proceeds\tfrom\tother\tborrowings,\tnet\tof\tissuance\tcosts | 608.0 | 743.5 | 2,881.9 |
| Repayment\tof\tother\tborrowings | (300.0) | (250.0) | (1,282.9) |
| Net\tchange\tin\tNYMEX\tsecurities\tlending\tprogram\tliabilities | — | (456.8) | (110.1) |
| Cash\tdividends | (305.3) | (305.6) | (615.2) |
| Class\tA\tcommon\tstock\tissued\tto\tBM&amp;FBOVESPA\tSA | 607.1 | — | — |
| Stock\tissuance\tcosts\tin\tmerger\twith\tNYMEX\tHoldings | — | — | (9.1) |
| Repurchase\tof\tClass\tA\tcommon\tstock,\tincluding\tcosts | (575.3) | (27.0) | (224.0) |
| Proceeds\tfrom\texercise\tof\tstock\toptions | 12.6 | 20.4 | 20.5 |
| Distribution\tpaid\tto\tnon-controlling\tinterest | (607.5) | — | — |
| Excess\ttax\tbenefits\trelated\tto\temployee\toption\texercises\tand\trestricted\tstock\tvesting | 5.8 | 2.5 | 11.6 |
| Other | 1.1 | 1.4 | 1.5 |
| Net\tCash\tProvided\tby\t(Used\tin)\tFinancing\tActivities | (653.4) | (1,665.2) | 2,004.5 |
| Net\tchange\tin\tcash\tand\tcash\tequivalents | 594.6 | (37.3) | (547.4) |
| Cash\tand\tcash\tequivalents,\tbeginning\tof\tperiod | 260.6 | 297.9 | 845.3 |
| Cash\tand\tCash\tEquivalents,\tEnd\tof\tPeriod | $855.2 | $260.6 | $297.9 |
| Supplemental\tDisclosure\tof\tCash\tFlow\tInformation |  |  |  |
| Income\ttaxes\tpaid | $765.9 | $629.7 | $665.4 |
| Interest\tpaid\t(excluding\tsecurities\tlending\tprogram) | 104.9 | 90.8 | 21.1 |
| Non-cash\tinvesting\tactivities: |  |  |  |
| Change\tin\tnet\tunrealized\tsecurities\tgains\t(losses) | 8.9 | 41.9 | (41.7) |
| Change\tin\tnet\tunrealized\tderivatives\tgains\t(losses) | 10.4 | 12.2 | (34.3) |
| Non-cash\tfinancing\tactivities: |  |  |  |
| Fair\tvalue\tof\tClass\tA\tcommon\tstock,\tstock\toptions\tand\trestricted\tstock\tunits\tissued\tin\tconnection\twith |  |  |  |
| NYMEX\tHoldings\tmerger | — | — | 5,963.3 |
| Fair\tvalue\tof\tClass\tA\tcommon\tstock\tissued\tin\texchange\tfor\tBM&amp;FBOVESPA\tSA\tstock | — | — | 631.4 |

# NOTES	TO	CONSOLIDATED	FINANCIAL	STATEMENTS

# 1.	SUMMARY	OF	SIGNIFICANT	ACCOUNTING	POLICIES

Description	of	Business.	Chicago	Mercantile	Exchange	Inc.	(CME),	the	Board	of	Trade	of	the	City	of	Chicago,	Inc.	(CBOT),	and	New	York	Mercantile	Exchange,	Inc. (NYMEX),	wholly-owned	subsidiaries	of	CME	Group	Inc.	(CME	Group),	are	designated	contract	markets	for	the	trading	of	futures	and	options	on	futures	contracts. CME,	CBOT,	NYMEX	and	their	subsidiaries	are	referred	to	collectively	as	"the	exchange"	in	the	notes	to	the	consolidated	financial	statements.	CME	Group	offers	a wide	range	of	products	including	those	based	on	interest	rates,	equities,	foreign	exchange,	commodities,	energy	and	metals.	CME	Group	also	offers	clearing	services	for cleared	over-the-counter	derivatives	including	credit	default	swaps	and	interest	rate	swaps.	Trades	are	executed	through	CME	Group's	electronic	trading	platform,	open outcry	and	privately	negotiated	transactions.	Through	its	clearing	house,	CME	Group	offers	clearing,	settlement	and	guarantees	for	all	products	cleared	through	the exchange.	Index	Services	creates,	maintains	and	licenses	the	globally-recognized	Dow	Jones	indexes.	The	indexes	are	used	as	benchmarks	and	as	the	basis	of	investment products.	CME	Group	and	its	subsidiaries	are	referred	to	collectively	as	"the	company"	in	the	notes	to	the	consolidated	financial	statements.

CME	Group	acquired	Credit	Market	Analysis	Limited,	a	private	company	incorporated	in	the	United	Kingdom,	and	its	three	subsidiaries	(collectively,	CMA)	on March	23,	2008.	The	financial	statements	and	accompanying	notes	presented	in	this	report	include	the	financial	results	of	CMA	beginning	on	March	24,	2008.

On	August	22,	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	NYMEX	Holdings	and	its	subsidiaries	beginning	on	August	23,	2008.

On	March	18,	2010,	CBOT	acquired	a	90%	ownership	interest	in	CME	Group	Index	Services	LLC	(Index	Services),	a	joint	venture	with	Dow	Jones	&	Company	(Dow Jones).	The	financial	statements	and	accompanying	notes	presented	in	this	report	include	the	financial	results	of	Index	Services	beginning	on	March	19,	2010.

Principles	of	Consolidation.	The	consolidated	financial	statements	include	the	accounts	of	the	company	and	its	wholly-owned	and	majority-owned	subsidiaries.	All intercompany	balances	and	transactions	have	been	eliminated	in	consolidation.	The	company	has	completed	business	combinations	in	2008	through	2010	and	has included	the	financial	results	of	these	transactions	in	its	consolidated	financial	statements	effective	from	the	respective	dates	of	the	transactions.

Reclassifications.	Certain	reclassifications	have	been	made	to	the	prior	years'	financial	statements	to	conform	to	the	presentation	in	2010.

Use	of	Estimates.	The	preparation	of	financial	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	financial	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	financial	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	classified	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	specific

identification.	Additional	securities	held	in	connection	with	non-qualified	deferred	compensation	plans	have	been	classified	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	reflected	in	investment	income.

Fair	Value	of	Financial	Instruments.	The	carrying	values	of	financial	instruments	included	in	assets	and	liabilities	in	the	accompanying	consolidated	balance	sheets are	reasonable	estimates	of	their	fair	values.

Fair	value	is	defined	as	the	price	that	would	be	received	to	sell	an	asset	or	paid	to	transfer	a	liability	in	an	orderly	transaction	between	market	participants	at	the measurement	date,	or	an	exit	price.	The	standard	establishes	a	hierarchy	for	inputs	used	in	measuring	fair	value	that	maximizes	the	use	of	observable	inputs	and minimizes	the	use	of	unobservable	inputs	by	requiring	that	the	observable	inputs	be	used	when	available.	Observable	inputs	are	inputs	that	market	participants	would use	in	pricing	the	asset	or	liability	based	on	market	data	obtained	from	independent	sources.	Unobservable	inputs	are	inputs	that	reflect	the	company's	assessment	about the	assumptions	that	market	participants	would	use	in	pricing	the	asset	or	liability	developed	based	on	the	best	information	available	in	the	circumstances.

The	company	has	categorized	its	assets	and	liabilities	measured	at	fair	value	into	a	three-level	classification	hierarchy.	The	hierarchy	is	broken	down	into	three	levels based	on	the	reliability	of	inputs	as	follows:

•Level	3—Inputs	are	unobservable	and	reflect	management's	best	estimate	of	what	market	participants	would	use	in	pricing	the	asset	or	liability.	Generally, assets	and	liabilities	at	fair	value	utilizing	level	3	inputs	include	certain	other	assets	and	liabilities	with	inputs	that	require	management's	judgment.	Assets and	liabilities	at	fair	value	utilizing	level	3	inputs	can	also	include	certain	assets	and	liabilities	that	are	tested	for	impairment	and	measured	at	fair	value	on a	non-recurring	basis.

For	further	discussion	regarding	the	fair	value	of	financial	instruments,	see	notes	4	and	24.

Derivative	Investments.	The	company	may	use	derivative	financial	instruments	for	the	purpose	of	hedging	exposures	to	fluctuations	in	interest	rates	and	foreign currency	exchange	rates.	Derivatives	are	recorded	at	fair	value	in	the	consolidated	balance	sheets.	Changes	in	derivatives'	fair	values	are	recognized	in	earnings immediately	unless	the	instruments	are	accounted	for	as	hedges.	For	a	derivative	designated	as	a	fair	value	hedge,	any	gain	or	loss	on	the	derivative	is	recognized	in earnings	in	the	period	of	change,	to	the	extent	that	the	hedge	is	effective,	together	with	the	offsetting	gain	or	loss	on	the	hedged	item	attributable	to	the	risk	being	hedged. The	company	records	the	effective	portions	of	its	derivative	financial	instruments	that	are	designated	as	cash	flow	hedges	in	accumulated	other	comprehensive	income (loss)	in	the	accompanying	consolidated	balance	sheets.	Any	ineffective	or	excluded	portion	of	a	hedge	is	recognized	in	earnings	immediately.	Any	realized	gains	and losses	from	effective	hedges	are	classified	in	the	consolidated	statements	of	income	consistent	with	the	accounting	treatment	of	the	items	being	hedged.

Accounts	Receivable.	Accounts	receivable	are	primarily	composed	of	trade	receivables	and	unbilled	revenue	consisting	of	clearing	and	transaction	fees,	market	data	and information	services	revenue.	All	accounts	receivable	are	stated	at	cost.	A	significant	portion	of	accounts	receivable	and	revenues	are	from	clearing	firms	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	firms	is	dependent on	each	clearing	firm's	financial	condition,	the	Class	A

shares	as	well	as	the	memberships	that	collateralize	fees	owed	to	the	exchange.	The	exchange	retains	the	right	to	liquidate	shares	to	satisfy	a	clearing	firm's	receivable. The	allowance	for	doubtful	accounts	is	calculated	based	on	historical	losses	and	management's	assessment	of	probable	future	collections	based	on	receivable	balances	in excess	of	90	days.

Performance	Bonds	and	Guaranty	Fund	Contributions.	Performance	bonds	and	guaranty	fund	contributions	held	by	the	exchange	for	clearing	firms	may	be	in	the form	of	cash,	securities,	deposits	in	one	of	the	Interest	Earning	Facilities	(IEFs)	or	other	non-cash	deposits.	Cash	performance	bonds	and	guaranty	fund	contributions	are reflected	in	the	consolidated	balance	sheets.	Cash	received	may	be	invested	by	CME.	These	investments	are	typically	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	firms	include	short-term	U.S.	Treasury	and	U.S.	Government	agency	securities	and	are	not	reflected	in	the	accompanying	consolidated balance	sheets.	These	securities	are	held	in	safekeeping.	Interest	and	gain	or	loss	on	securities	deposited	to	satisfy	performance	bond	and	guaranty	fund	requirements accrues	to	the	clearing	firm.

Property.	Property	and	equipment,	excluding	land,	are	reported	at	historical	cost,	net	of	accumulated	depreciation	and	amortization.	Land	is	reported	at	cost.	Building and	improvements	are	recorded	at	cost	less	accumulated	depreciation	and	amortization.	Computer	software	and	systems	include	purchased	software	and	systems, external	costs	specifically	identifiable	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:

All	leases	in	which	the	company	is	the	tenant	are	accounted	for	as	operating	leases.	An	operating	lease	is	typically	a	lease	that	is	not	capitalized	on	the	balance	sheet; however,	the	company	has	leasehold	improvements,	which	are	amortized	over	the	lesser	of	their	estimated	useful	lives	or	the	remaining	term	of	the	applicable	lease. 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.	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	salary	and	third-party	consulting	costs	of	developing	internal	use	software.	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	is	generally	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	flows.	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 indefinite-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.

Business	Combinations.	The	company	accounts	for	business	combinations	using	the	purchase	method.	Under	the	purchase	method,	the	company	identified	as	the acquirer	for	accounting	purposes	allocates	the	purchase	price	to	the	assets	acquired	and	liabilities	assumed	based	on	their	estimated	fair	values	at	the	date	of	the transaction,	including	identifiable	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	acquired	and	liabilities	assumed.

Employee	Benefit	Plans.	The	company	recognizes	the	funded	status	of	defined	benefit	postretirement	plans	in	its	consolidated	balance	sheets.	Changes	in	that	funded status	are	recognized	in	the	year	of	change	in	other	comprehensive	income	(loss).	Plan	assets	and	obligations	are	measured	at	year	end.	The	company	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.	Revenue	recognition	policies	for	specific	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	company's	electronic trading	platform	and	other	fees.	Fees	are	charged	at	various	rates	based	on	the	product	traded,	the	method	of	trade,	the	exchange	trading	privileges	of	the	customer making	the	trade	and	the	type	of	contract	cleared.	Clearing	and	transaction	fees	are	recognized	as	revenue	when	a	buy	and	sell	order	are	matched	and	the	trade	is cleared.	Therefore,	unfilled	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	firm	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	firm.	A	reserve	is	established	for	estimated	fee	adjustments	to	reflect	corrections	to	customer	exchange trading	privileges.	The	reserve	is	based	on	the	historical	pattern	of	adjustments	processed	as	well	as	specific	adjustment	requests.	The	company	believes	the allowances	are	adequate	to	cover	estimated	adjustments.

Market	Data	and	Information	Services.	Market	data	and	information	services	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.	In	addition,	revenue	is	accrued	each	month	for	revenue	generated	from	Index	Services.	On	occasion,	customers	will	pay	for	services in	a	lump	sum	payment.	When	these	circumstances	occur,	revenue	is	recognized	as	services	are	provided.

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	platform	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.

Communication	fees	consist	of	equipment	rental	and	usage	charges	to	customers	and	firms	that	utilize	the	various	telecommunications	networks	and	services	in the	Chicago	and	New	York	City	facilities.	Revenue	is	billed	and	recognized	on	a	monthly	basis.

Other	Revenue.	Other	revenues	include	building	revenue	from	the	rental	of	commercial	space	that	are	recognized	over	the	lease	term,	using	the	straight-line method.	Under	this	method,	revenue	is	recorded	evenly	over	the	entire	term	of	occupancy	for	leases	with	scheduled	rent	increases	or	rent	abatements.	Also 77

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.	In	addition,	processing	services revenue	is	included	in	other	revenue.	Processing	services	includes	trade	matching	services	provided	to	NYMEX	Holdings	prior	to	the	closing	of	the	merger	on August	22,	2008	as	well	as	revenue	generated	from	various	strategic	relationships.

Concentration	of	Revenue.	One	firm	represented	13%	and	one	firm	represented	12%	of	the	company's	clearing	and	transaction	fees	revenue	in	2010.	In	2009,	one firm	represented	13%	and	one	firm	represented	11%	of	the	company's	clearing	and	transaction	fees	revenue.	One	firm	represented	12%	and	one	firm	represented 10%	of	the	company's	clearing	and	transaction	fees	revenue	in	2008.	Should	a	clearing	firm	withdraw	from	the	exchange,	management	believes	that	the	customer portion	of	that	firm's	trading	activity	would	likely	transfer	to	another	clearing	firm.	Therefore,	management	does	not	believe	that	the	company	is	exposed	to significant	risk	from	the	loss	of	revenue	received	from	a	particular	clearing	firm.

The	two	largest	resellers	of	market	data	represented	approximately	45%	of	market	data	and	information	services	revenue	in	2010,	55%	in	2009,	and	56%	in	2008. Should	one	of	these	vendors	no	longer	subscribe	to	the	company's	market	data,	management	believes	that	the	majority	of	that	firm's	customers	would	likely subscribe	to	the	market	data	through	another	reseller.	Therefore,	management	does	not	believe	that	the	company	is	exposed	to	significant	risk	from	a	loss	of revenue	received	from	any	particular	market	data	reseller.

Share-Based	Payments.	The	company	accounts	for	share-based	payments	using	a	fair	value	method,	which	is	based	on	the	grant	date	price	of	the	equity	awards	issued. 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.	The	company	estimates	expected	forfeitures	of	stock	grants.

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	first	broadcast	occurs.

Income	Taxes.	Deferred	income	taxes	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.	The	company	accounts	for	uncertainty	in	income	taxes	recognized	in	its consolidated	financial	statements	by	using	a	more-likely-than-not	recognition	threshold	based	on	the	technical	merits	of	the	tax	position	taken	or	expected	to	be	taken. The	company	classifies	interest	and	penalties	related	to	uncertain	tax	positions	in	income	tax	expense.

Segment	Reporting.	The	company	reports	the	results	of	its	operations	as	one	reporting	segment	primarily	comprised	of	CME,	CBOT,	NYMEX	and	COMEX exchanges.	The	remaining	operations	do	not	meet	the	thresholds	for	reporting	separate	segment	information.

# 2.	BUSINESS	COMBINATIONS

On	March	18,	2010,	CBOT	and	Dow	Jones	entered	into	an	agreement	to	form	Index	Services.	Index	Services	was	formed	through	the	contribution	of	CBOT's	market data	business	and	Dow	Jones'	index	business.	Based	on	the	preliminary	fair	value	of	assets	contributed,	the	company	has	allocated	$435.6	million	to	goodwill	and $376.4	million	to	identifiable	intangible	assets.	Intangible	assets	include	$232.8	million	of	customer	relationships	and	$126.6	million	of	trade	names.

In	conjunction	with	its	formation,	Index	Services	issued	$612.5	million	of	4.40%	fixed	rate	notes	due	2018,	which	are	guaranteed	by	CME	Group,	in	an	unregistered offering.	Proceeds	of	$607.5	million	were	distributed	to	Dow	Jones	thereby	reducing	its	interest	in	Index	Services	to	10%.	Dow	Jones	retains	the	right	to	redeem	its 78

remaining	interest	at	fair	value	on	or	after	March	18,	2016.	As	a	result,	Dow	Jones'	interest	has	been	classified	as	a	redeemable	non-controlling	interest	in	the	company's consolidated	financial	statements.	In	addition,	CBOT	retains	a	right	to	call	Dow	Jones'	remaining	interest	at	fair	value	on	or	after	March	18,	2017.

The	following	summarizes	the	changes	in	redeemable	non-controlling	interest	during	2010:

| (in	millions) |  |
| :--- | :--- |
| Balance\tat\tJanuary\t1 | $— |
| Contribution\tby\tDow\tJones | 675.0 |
| Distribution\tto\tDow\tJones | (607.5) |
| Total\tcomprehensive\tincome\tattributable\tto\tredeemable\tnon-controlling\tinterest | 0.6 |
| Balance\tat\tDecember\t31 | $68.1 |

The	following	summarizes	total	comprehensive	income	attributable	to	redeemable	non-controlling	interest:

| (in	millions) | Year	Ended<br>December	31,<br>2010 |
| :--- | :--- |
| Net\tincome | $0.7 |
| Reclassification\tof\trealized\tloss\ton\tderivative\trelated\tto\t4.40%\tfixed\trate\tnotes | (0.1) |
| Total\tcomprehensive\tincome\tattributable\tto\tredeemable\tnon-controlling\tinterest | $0.6 |

# 3.	SECURITIES	LENDING

Under	its	securities	lending	program,	the	company	may	lend	a	portion	of	the	securities	that	have	been	deposited	to	satisfy	performance	bond	requirements	to	a	third party	on	an	overnight	basis	and	receives	collateral	in	the	form	of	cash.	The	cash	is	then	invested	in	instruments	on	which	the	company	receives	the	benefit,	and	bears	the risk,	to	generate	interest	income.	Interest	expense	is	paid	to	the	third	party	for	the	cash	collateral,	and	a	fee	is	paid	to	the	program's	third	party	administrator	on	each transaction.	Securities	on	loan	are	marked	to	market	daily	and	compared	to	collateral	received.

CME's	securities	lending	program	has	been	suspended	since	November	2008	due	to	high	volatility	in	the	credit	markets.	During	September	2008,	the	company	recorded an	impairment	loss	of	$6.0	million	on	CME's	invested	collateral	due	to	the	default	of	a	corporate	debt	issuer	on	its	obligation	to	one	of	the	money	market	mutual	funds. The	impairment	loss	was	recorded	in	securities	lending	interest	and	other	costs	in	the	consolidated	statements	of	income.	At	December	31,	2010,	2009	and	2008,	CME's securities	lending	program	liabilities	were	zero.

As	part	of	its	merger	with	NYMEX	Holdings,	the	company	acquired	the	assets	and	liabilities	of	the	NYMEX	securities	lending	program.	NYMEX	also	lent	a	portion	of the	securities	that	had	been	deposited	to	satisfy	performance	bond	requirements	to	a	third	party	on	an	overnight	basis	in	return	for	cash	collateral.	During	2008,	the company	recorded	impairment	losses	of	$18.3	million	on	NYMEX	invested	collateral	due	to	the	default	of	one	of	the	corporate	debt	issuers.	The	impairment	loss	was recorded	in	securities	lending	interest	and	other	costs	in	the	consolidated	statements	of	income.	In	June	2009,	the	NYMEX	securities	lending	program	was	terminated.

# 4.	MARKETABLE	SECURITIES

Available-for-Sale	Securities.	Certain	marketable	securities	have	been	classified	as	available-for-sale.	The	amortized	cost	and	fair	value	of	these	securities	at December	31	were	as	follows:

|  | 2010 | 2010 | 2009 | 2009 |
| :--- | :--- | :--- | :--- | :--- |
|  | Amortized | Fair | Amortized | Fair |
| (in\tmillions) | Cost | Value | Cost | Value |
| U.S.\tGovernment\tagency | $9.7 | $9.8 | $6.0 | $5.9 |
| U.S.\tTreasury | 5.1 | 5.1 | 5.1 | 5.1 |
| Municipal\tbonds | 4.3 | 4.3 | 4.6 | 4.7 |
| Asset-back\tsecurities | 2.2 | 2.1 | 3.8 | 3.4 |
| Corporate\tbonds | 0.1 | 0.1 | 0.1 | 0.1 |
| Total | $21.4 | $21.4 | $19.6 | $19.2 |

Net	unrealized	gains	(losses)	on	marketable	securities	classified	as	available-for-sale	are	reported	as	a	component	of	other	comprehensive	income	(loss)	and	included	in the	accompanying	consolidated	statements	of	shareholders'	equity.	The	fair	value	and	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,	2010:

|  | Less	than	12	Months | Less	than	12	Months | 12	Months	or	Greater | 12	Months	or	Greater | Total | Total |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  | Fair | Unrealized | Fair | Unrealized | Fair | Unrealized |
| (in\tmillions) | Value | Losses | Value | Losses | Value | Losses |
| U.S.\tGovernment\tagency | $5.4 | $0.1 | $— | $— | $5.4 | $0.1 |
| Asset-back\tsecurities | \t — | — | 2.0 | 0.2 | 2.0 | 0.2 |
| Total | $5.4 | $0.1 | $2.0 | $0.2 | $7.4 | $0.3 |

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,	2010.	Unrealized	gains	on	marketable	securities	totaled	$0.3	million	at	December	31,	2010.

The	amortized	cost	and	fair	value	of	marketable	securities	at	December	31,	2010,	by	contractual	maturity,	were	as	follows:

|  | Amortized | Fair |
| :--- | :--- | :--- |
| (in\tmillions) | Cost | Value |
| Maturity\tof\tone\tyear\tor\tless | $5.6 | $5.6 |
| Maturity\tbetween\tone\tand\tfive\tyears | 1.3 | 1.3 |
| Maturity\tbetween\tfive\tand\tten\tyears | 10.3 | \t 10.4 |
| Maturity\tgreater\tthan\tten\tyears | 4.2 | 4.1 |
| Total | $21.4 | $21.4 |

Trading	Securities.	CME	maintains	additional	investments	in	a	diverse	portfolio	of	mutual	funds	related	to	its	non-qualified	deferred	compensation	plan	(note	15).	The fair	value	of	these	securities	was	$28.8	million	and	$23.4	million	at	December	31,	2010	and	2009,	respectively.

# 5.	OTHER	CURRENT	ASSETS

Other	current	assets	consisted	of	the	following	at	December	31:

| (in	millions) | 2010 | 2009 |
| :--- | :--- | :--- |
| Refundable\tincome\ttax | $61.0 | $24.1 |
| Net\tdeferred\tincome\ttaxes\t(note\t14) | 18.3 | 23.8 |
| Prepaid\ttechnology\tlicense\tand\tmaintenance\tcontracts | 18.0 | 17.0 |
| Forward\tcontract\treceivable\t(note\t20) | 11.8 | 27.3 |
| Receivables\tfrom\tbrokers | 11.2 | 8.8 |
| Other\tprepaid\texpenses | 9.6 | 13.5 |
| Prepaid\tinsurance | 6.3 | 7.0 |
| CBOE\texercise\trights\tprivilege | — | 39.8 |
| Other | 9.9 | 4.3 |
| Total | $146.1 | $165.6 |

# 6.	PERFORMANCE	BONDS	AND	GUARANTY	FUND	CONTRIBUTIONS

CME	clears	and	guarantees	the	settlement	of	CME,	CBOT	and	NYMEX	contracts	traded	in	their	respective	markets.	In	its	guarantor	role,	CME	has	precisely	equal	and offsetting	claims	to	and	from	clearing	firms	on	opposite	sides	of	each	contract,	standing	as	an	intermediary	on	every	contract	cleared.	Clearing	firm	positions	are combined	to	create	a	single	portfolio	for	each	clearing	firm's	regulated	and	non-regulated	accounts	with	CME	for	which	performance	bond	and	guaranty	fund requirements	are	calculated.	To	the	extent	that	funds	are	not	otherwise	available	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	firms	failing	to	meet	their	obligations	to	CME.	CME	reduces	its	exposure through	a	risk	management	program	that	includes	initial	and	ongoing	financial	standards	for	designation	as	a	clearing	firm,	performance	bond	requirements	and mandatory	guaranty	fund	contributions.	Each	clearing	firm	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	performance	bond	and	guaranty	fund	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	financial	requirements	for	delivery	of	physical	commodities,	maintenance	of	capital requirements	and	deposits	on	pending	arbitration	matters.	To	satisfy	these	requirements,	CBOT	clearing	firms	have	deposited	cash,	U.S.	Treasury	securities	and	letters of	credit.

CME	marks-to-market	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.	For	select	product	offerings	within	newer	markets,	positions	are	marked-to-market	once	daily,	with	the	capability	to	mark-to- market	more	frequently	as	market	conditions	warrant.

Under	the	extremely	unlikely	scenario	of	simultaneous	default	by	every	clearing	firm	who	has	open	positions	with	unrealized	losses,	the	maximum	exposure	related	to CME's	guarantee	would	be	one	half	day	of	changes	in	fair	value	of	all	open	positions,	before	considering	CME's	ability	to	access	defaulting	clearing	firms'	performance bond	and	guaranty	fund	balances	as	well	as	other	available	resources.	During	2010,	CME	transferred	an	average	of	approximately	$2.4	billion	a	day	through	its	clearing system	for	settlement	from	clearing	firms	whose	positions	had	lost	value	to	clearing	firms	whose	positions	had	gained	value.	CME	reduces	its	guarantee	exposure through	initial	and	maintenance	performance	bond	requirements	and	mandatory	guaranty	fund	contributions.	The	company	believes	that	the	guarantee	liability	is immaterial	and	therefore	has	not	recorded	any	liability	at	December	31,	2010.

Cash	performance	bonds	and	guaranty	fund	contributions	are	included	in	the	consolidated	balance	sheets,	and	these	balances	may	fluctuate	significantly	over	time	due	to investment	choices	available	to	clearing	firms	and	any	change	in	the	amount	of	contributions	required.	Securities	are	not	reflected	in	the	consolidated	financial statements	and	CME	does	not	earn	any	interest	on	these	deposits.

Clearing	firms,	at	their	option,	may	instruct	CME	to	deposit	the	cash	held	by	CME	into	one	of	the	IEF	programs.	The	total	principal	in	all	IEF	programs	was	$12.5 billion	at	December	31,	2010	and	$20.6	billion	at	December	31,	2009.	The	guaranty	fund	contributions	held	in	one	of	the	IEF	programs	may	be	used	as	collateral	for CME's	$1.0	billion	secured,	committed	line	of	credit.	The	consolidated	statements	of	income	reflect	management	fees	earned	under	the	IEF	programs	of	$10.0	million, $12.5	million	and	$11.8	million	during	2010,	2009	and	2008,	respectively.	These	fees	are	included	in	other	revenues.

CME	and	The	Options	Clearing	Corporation	(OCC)	have	a	cross-margin	arrangement,	whereby	a	common	clearing	firm	may	maintain	a	cross-margin	account	in	which the	clearing	firm's	positions	in	certain	equity	index	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	reflected	at	50%	of	the	total,	or	CME's	proportionate	share	per	that	agreement.	In	addition,	CME	has	cross-margin agreements	with	Fixed	Income	Clearing	Corporation	(FICC)	whereby	the	clearing	firms'	offsetting	positions	with	CME	and	FICC	are	subject	to	reduced	performance bond	requirements.	Clearing	firms	maintain	separate	performance	bond	deposits	with	each	clearing	house,	but	depending	on	the	net	offsetting	positions	between	CME and	FICC,	each	clearing	house	may	reduce	that	firm's	performance	bond	requirements.

Each	clearing	firm	for	futures,	options	and	cleared	over-the-counter	credit	default	swap	contracts	is	also	required	to	deposit	and	maintain	specified	guaranty	fund contributions	in	the	form	of	cash	or	approved	securities.	In	the	event	that	performance	bonds,	guaranty	fund	contributions,	and	other	assets	required	to	support	clearing membership	of	a	defaulting	clearing	firm	are	inadequate	to	fulfill	that	clearing	firm's	outstanding	financial	obligation,	the	entire	guaranty	fund	for	futures,	contracts	and cleared	over-the-counter	credit	default	swaps	is	available	to	cover	potential	losses	after	first	utilizing	CME	surplus	funds.	CME	surplus	funds	are	operating	funds	of CME	reduced	by	amounts	needed	for	normal	operations	and	$100.0	million	of	working	capital	designated	by	CME	to	be	used	in	the	event	of	default	of	a	cleared	over- the-counter	interest	rate	swap	clearing	firm.	Surplus	funds	totaled	$221.7	million	at	December	31,	2010.	The	company's	target	for	surplus	funds	is	$100.0	million	with amounts	in	excess	of	this	target	generally	paid	as	a	dividend	from	CME	to	CME	Group	on	a	quarterly	basis	based	on	prior	quarter-end	balances.

In	addition,	CME	maintains	a	separate	guaranty	fund	to	support	the	cleared	over-the-counter	interest	rate	swap	products.	This	is	independent	of	the	guaranty	fund	for futures,	options	and	cleared	over-the-counter	credit	default	swap	contracts	and	is	isolated	to	clearing	firms	for	interest	rate	swap	products.	Each	clearing	firm	for	cleared over	-the-counter	interest	rate	swaps	is	required	to	deposit	and	maintain	specified	guaranty	fund	contributions	in	the	form	of	cash	or	approved	securities.	In	the	event that	performance	bonds,	guaranty	fund	contributions	and	other	assets	required	to	support	clearing	membership	of	a	defaulting	clearing	firm	for	cleared	over-the-counter interest	rate	swap	contracts	are	inadequate	to	fulfill	that	clearing	firm's	outstanding	financial	obligation,	the	guaranty	fund	for	cleared	over-the-counter	interest	rate swaps	is	available	to	cover	potential	losses	after	first	utilizing	$100.0	million	of	working	capital	designated	by	CME	to	be	used	in	the	event	of	default	of	a	cleared	over- the-counter	interest	rate	swap	clearing	firm.

CME	maintains	a	364-day	fully	secured,	committed	line	of	credit	with	a	consortium	of	domestic	and	international	banks	to	be	used	in	certain	situations	by	the	clearing house.	CME	may	use	the	proceeds	to	provide	temporary	liquidity	in	the	unlikely	event	of	a	clearing	firm	default,	in	the	event	of	a	liquidity	constraint	or	default	by	a depositary	(custodian	of	the	collateral),	or	in	the	event	of	a	temporary	disruption	with	the	domestic	payments	system	that	would	delay	payment	of	settlement	variation between	CME	and	its	clearing	firms.	Clearing	firm	guaranty	fund	contributions	received	in	the	form	of	U.S.	Treasury	securities,	Government	agency	securities

or	money	market	mutual	funds	as	well	as	the	performance	bond	assets	of	a	defaulting	firm	can	be	used	to	collateralize	the	facility.	The	line	of	credit	provides	for borrowings	of	up	to	$1.0	billion.	At	December	31,	2010,	guaranty	fund	collateral	available	was	$2.2	billion.	CME	has	the	option	to	request	an	increase	in	the	line	from $1.0	billion	to	$2.0	billion.	In	addition	to	the	364-day	fully	secured,	committed	line	of	credit,	the	company	also	has	the	option	to	use	the	new	$1.0	billion	multi-currency revolving	senior	credit	facility	to	provide	liquidity	for	the	clearing	house	in	the	unlikely	event	of	default.

CME	is	required	under	the	Commodity	Exchange	Act	to	segregate	cash	and	securities	deposited	by	clearing	firms	on	behalf	of	their	customers.	In	addition,	CME	rules require	a	segregation	of	all	funds	deposited	by	clearing	firms	from	its	operating	funds.

Cash	and	non-cash	deposits	held	as	performance	bonds	and	guaranty	fund	contributions	at	fair	value	at	December	31	were	as	follows:

|  | 2010 | 2010 | 2009 | 2009 |
| :--- | :--- | :--- | :--- | :--- |
| (in\tmillions) | Cash | Non-Cash\nDeposits\nand\nIEF\tFunds | Cash | Non-Cash\nDeposits\nand\nIEF\tFunds |
| Performance\tbonds | $3,717.0 | $82,867.7 | $5,834.6 | $70,511.5 |
| Guaranty\tfund\tcontributions | 231.8 | 2,828.3 | 102.6 | 2,652.2 |
| Cross-margin\tarrangements | 79.7 | 196.8 | 10.6 | 220.5 |
| Performance\tcollateral\tfor\tdelivery | 10.0 | 2.1 | 34.1 | 2.6 |
| Total | $4,038.5 | $85,894.9 | $5,981.9 | $73,386.8 |

Cash	performance	bonds	may	include	intraday	settlement,	if	any,	that	is	owed	to	the	clearing	firms	and	paid	the	following	business	day.	The	balance	of	intraday settlements	was	$193.1	million	at	December	31,	2010	and	$123.5	million	at	December	31,	2009.	These	amounts	are	invested	on	an	overnight	basis	and	are	offset	by	an equal	liability	owed	to	clearing	firms.

In	addition	to	cash,	securities	and	other	non-cash	deposits,	irrevocable	letters	of	credit	may	be	used	as	performance	bond	deposits.	At	December	31,	these	letters	of credit,	which	are	not	included	in	the	accompanying	consolidated	balance	sheets,	were	as	follows:

| (in	millions) | 2010 | 2009 |
| :--- | :--- | :--- |
| Performance\tbonds | $4,071.8 | $4,000.9 |
| Performance\tcollateral\tfor\tdelivery | \t 1,416.6 | 262.0 |
| Total\tLetters\tof\tCredit | $5,488.4 | $4,262.9 |

All	cash,	securities	and	letters	of	credit	posted	as	performance	bonds	are	only	available	to	meet	the	financial	obligations	of	that	clearing	firm	to	CME.

# 7.	PROPERTY

A	summary	of	the	property	accounts	at	December	31	is	presented	below:

| (in	millions) | 2010 | 2009 |
| :--- | :--- | :--- |
| Land\tand\tland\timprovements | $65.2 | $59.1 |
| Building\tand\tbuilding\timprovements | 454.9 | 438.8 |
| Leasehold\timprovements | 201.9 | 198.8 |
| Furniture,\tfixtures\tand\tequipment | 330.3 | 365.3 |
| Software\tand\tsoftware\tdevelopment\tcosts | 247.4 | 222.6 |
| Total\tproperty | \t 1,299.7 | \t 1,284.6 |
| Less\taccumulated\tdepreciation\tand\tamortization | (512.9) | (546.1) |
| Property,\tnet | $786.8 | $738.5 |

# 8.	INTANGIBLE	ASSETS	AND	GOODWILL

Intangible	assets	consisted	of	the	following	at	December	31:

|  | 2010 | 2010 | 2010 | 2009 | 2009 | 2009 |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| (in\tmillions) | Cost | Accumulated\nAmortization | Net\tBook\nValue | Cost | Accumulated\nAmortization | Net\tBook\nValue |
| Amortizable\tIntangible\tAssets: |  |  |  |  |  |  |
| Clearing\tfirm,\tmarket\tdata\tand\tother\tcustomer\trelationships | $3,081.0 | $(292.3) | $2,788.7 | $2,842.5 | $(186.8) | $2,655.7 |
| Lease-related\tintangibles | 83.2 | (33.5) | 49.7 | 83.2 | (21.7) | 61.5 |
| Dow\tJones\ttrading\tproducts^(1) | — | — | — | 74.0 | (16.6) | 57.4 |
| Technology-related\tintellectual\tproperty | 51.3 | (17.8) | 33.5 | 28.4 | (10.3) | 18.1 |
| Open\tinterest | — | — | — | 12.3 | (12.3) | — |
| Other^(2) | 15.1 | (11.8) | 3.3 | 13.3 | (8.5) | 4.8 |
|  | \t 3,230.6 | (355.4) | 2,875.2 | \t 3,053.7 | (256.2) | 2,797.5 |
| Foreign\tcurrency\ttranslation\tadjustments | (8.7) | 4.3 | (4.4) | (7.8) | 2.5 | (5.3) |
| Total\tAmortizable\tIntangible\tAssets | $3,221.9 | $(351.1) | 2,870.8 | $3,045.9 | $(253.7) | 2,792.2 |
| Indefinite-Lived\tIntangible\tAssets: |  |  |  |  |  |  |
| Trade\tnames^(3) |  |  | 582.9 |  |  | 452.1 |
| Other^(4) |  |  | — |  |  | 2.6 |
| Foreign\tcurrency\ttranslation\tadjustments |  |  | (0.4) |  |  | (0.4) |
| Total\tintangible\tassets—other,\tnet |  |  | $3,453.3 |  |  | $3,246.5 |
| Indefinite-lived\ttrading\tproducts^(4) |  |  | $17,040.5 |  |  | $16,982.0 |

(1) In	connection	with	CBOT's	acquisition	of	90%	ownership	in	Index	Services,	the	company	acquired	a	perpetual	license	to	the	Dow	Jones	indexes	trade	names.	As a	result,	it	now	considers	Dow	Jones	trading	products	to	be	indefinite-lived.

(2) At	December	31,	2010	and	2009,	other	amortizable	intangible	assets	consisted	of	non-compete,	service	and	market	maker	agreements	as	well	as	a	definite-lived trade	name.

(3) In	the	second	quarter	of	2010,	the	company	recorded	a	$0.7	million	impairment	charge	to	the	CMA	trade	name	as	a	result	of	its	annual	impairment	testing.

(4) At	December	31,	2009,	other	indefinite-lived	intangible	assets	consisted	of	products	in	development.	As	of	December	31,	2010,	the	products	in	development	have been	reclassified	to	indefinite-lived	trading	products.

respectively.	As	of	December	31,	2010,	the	future	estimated	amortization	expense	related	to	amortizable	intangible	assets	is	expected	to	be:

Goodwill	activity	consisted	of	the	following	for	the	years	ended	December	31,	2010	and	2009:

(5) Other	activity	includes	adjustments	to	restructuring	costs	and	tax	contingencies	for	CBOT	Holdings	and	NYMEX	Holdings,	the	recognition	of	excess	tax	benefits upon	exercise	of	stock	options	assumed	for	CBOT	Holdings	and	NYMEX	Holdings,	and	foreign	currency	translation	adjustments.

The	company	conducts	impairment	testing	of	goodwill	and	indefinite-lived	intangible	assets	at	least	annually.	During	the	second	quarter	of	2010,	the	company	recorded a	$19.8	million	impairment	charge	to	reduce	the	carrying	amount	of	CMA	goodwill	to	its	estimated	fair	value.

# 9.	LONG-TERM	INVESTMENTS

The	company	maintains	various	long-term	investments	as	described	below.	The	investments	are	recorded	in	other	assets	in	the	consolidated	balance	sheets.

BM&FBOVESPA	SA.	The	company	owns	an	approximate	5%	interest	in	BM&FBOVESPA	S.A	(BM&FBOVESPA)	and	accounts	for	its	investment	using	the	cost method.	BM&FBOVESPA	is	a	stock	and	derivatives	exchange	in	Brazil.	CME	Group	and	BM&FBOVESPA	have	entered	into	several	agreements	including	order routing	and	technology	development	arrangements.	In	December	2008,	the	company	reduced	its	investment	in	BM&FBOVESPA	by	$368.4	million	consisting	of	$274.5 million	of	impairment	expense	due	to	a	decline	in	BM&FBOVESPA's	market	value	and	$93.9	million	of	unrealized	losses	in	accumulated	other	comprehensive	income (loss)	due	to	unfavorable	changes	in	foreign	exchange	rates	between	the	U.S.	dollar	and

Brazilian	real.	The	company	may	not	sell	its	shares	in	BM&FBOVESPA	until	February	2012.	As	a	result,	BM&FBOVESPA	stock	will	be	carried	at	cost	until	within twelve	months	of	the	restriction	lapsing,	after	which	time	the	stock	will	be	accounted	for	as	an	available-for-sale	security.

Bolsa	Mexicana	de	Valores,	S.A.B	de	C.V.	In	March	2010,	CME	Group	acquired	approximately	2%	of	Bolsa	Mexicana	de	Valores,	S.A.B.	de	C.V.	(Bolsa	Mexicana), a	financial	exchange	operator	in	Mexico.	The	company	accounts	for	its	investment	in	Bolsa	Mexicana	as	available-for-sale.	CME	Group	and	Bolsa	Mexicana	maintain	a strategic	partnership	that	includes	an	order	routing	agreement	for	derivative	products.

Bursa	Malaysia	Derivatives	Berhad.	CME	Group	owns	a	25%	interest	in	Bursa	Malaysia	Derivatives	Berhad	(Bursa	Derivatives).	CME	Group	and	Bursa	Derivatives entered	into	an	agreement	under	which	CME	will	provide	order	routing	and	trade	matching	services	for	derivatives	and	an	agreement	to	license	certain	products	from Bursa	Derivatives.	CME	Group	accounts	for	its	investment	in	Bursa	Derivatives	using	the	equity	method	of	accounting.	The	company	may	not	sell	its	shares	in	Bursa Derivatives	until	November	2013.

DME	Holdings	Limited.	The	company	owns	an	approximate	28%	interest	in	DME	Holdings	Limited	(DME	Holdings).	CME	Group	accounts	for	its	investment	in	DME Holdings	using	the	equity	method	of	accounting.	CME	Group	and	DME	Holdings	maintain	an	agreement	for	Dubai	Mercantile	Exchange	(DME)	futures	contracts	to	be exclusively	traded	on	the	CME	Globex	platform.	At	December	31,	2009,	the	company	determined	that	its	investment	in	DME	Holdings	was	impaired	due	to	the	excess of	its	carrying	value	over	the	estimated	fair	value.	As	a	result,	the	company	recognized	an	impairment	charge	of	$23.6	million	in	2009.

Green	Exchange	Holdings	LLC.	The	company	owns	approximately	35%	of	Green	Exchange	Holdings	LLC	(GX	Holdings)	and	accounts	for	its	investment	under	the equity	method	of	accounting.	GX	Holdings	owns	The	Green	Exchange	(GreenX),	which	provides	environmental	futures	and	options	contracts.	GX	Holdings	is considered	a	variable	interest	entity	under	accounting	guidance	for	variable	interest	entities.	However,	CME	Group	is	not	the	primary	beneficiary	and	therefore	the company	does	not	consolidate	GreenX	within	its	consolidated	financial	statements.

IMAREX	ASA.	CME	Group	owns	approximately	15%	of	IMAREX	ASA	(IMAREX).	IMAREX	is	a	derivatives	exchange	specializing	in	freight	forward	agreements. The	investment	in	IMAREX	is	accounted	for	as	available-for-sale.	In	September	2009,	CME	Group	determined	that	its	investment	in	IMAREX	was	impaired	due	to	an extended	and	significant	decline	in	the	market	price	of	its	stock.	As	a	result,	CME	Group	recognized	an	impairment	charge	of	$22.4	million	in	2009.

TMX	Group	Inc.	CME	Group	owned	approximately	2%	of	TMX	Group	Inc.	(TMX	Group)	until	November	2010.	TMX	Group	is	an	integrated,	multi-asset	class exchange	group	based	in	Canada.	The	investment	in	TMX	Group	was	accounted	for	as	available-for-sale.	In	November	2010,	the	investment	in	TMX	Group	was liquidated.	As	a	result	of	the	sale,	CME	Group	recognized	a	$1.2	million	gain.

# 10.	BUILDING	TENANT	LEASES

The	company	maintains	three	buildings	in	Chicago	and	one	in	New	York.	A	portion	of	the	space	in	these	buildings	is	utilized	by	the	company	as	office	space	and	for	the trading	floors.	The	remaining	space	is	leased	by	third	party	tenants,	including	customers	and	shareholders,	over	terms	ranging	from	one	to	eighteen	years.	The	terms	of the	leases	with	customers	and	shareholders	are	consistent	with	terms	for	other	third-party	tenants.

Minimum	future	cash	flows	from	rental	revenue	are	as	follows:

# 11.	OTHER	ASSETS

Other	assets	consisted	of	the	following	at	December	31:

| (in	millions) | 2010 | 2009 |
| :--- | :--- | :--- |
| BM&amp;FBOVESPA\tcommon\tstock | $262.9 | $262.9 |
| Bursa\tDerivatives\tcommon\tstock | 26.5 | 25.7 |
| Bolsa\tMexicana\tcommon\tstock | 24.5 | — |
| IMAREX\tcommon\tstock | 21.5 | 21.8 |
| Deferred\trental\tincome | 17.9 | 19.0 |
| Other\tlong-term\tinvestments | 8.3 | 16.5 |
| Other\tprepaid\texpenses | 6.3 | 24.5 |
| TMX\tGroup\tcommon\tstock | — | 44.4 |
| Other | 26.5 | 21.0 |
| Total | $394.4 | $435.8 |

Short	-term	debt	consisted	of	the	following	at	December	31:

Long-term	debt	consisted	of	the	following	at	December	31:

(1) 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	November	6,	2008.

(2) 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	October	22,	2008.	This	interest	rate	swap	was	terminated	in January	2011	when	the	term	loan	was	repaid.

(3) In	February	2010,	the	company	entered	into	a	forward-starting	interest	rate	swap	agreement	that	modified	the	interest	obligation	associated	with	these	notes	so that	the	interest	payable	on	the	notes	effectively	became	fixed	at	a	rate	of	4.46%	at	issuance	on	March	18,	2010.

(4) At	December	31,	2009,	this	represented	commercial	paper	backed	by	a	three-year	senior	credit	facility.

Commercial	paper	notes	with	an	aggregate	par	value	of	$1.3	billion	and	maturities	ranging	from	2	to	61	days	were	issued	during	2010.	The	weighted	average	discount rate	for	commercial	paper	outstanding	at	December	31,	2009	was	0.24%.	There	was	no	commercial	paper	outstanding	at	December	31,	2010.	During	2010	and	2009,	the weighted	average	balance,	at	par	value,	of	commercial	paper	outstanding	was	$83.4	million	and	$554.2	million,	respectively.	In	2010,	the	maximum	month-end	balance for	commercial	paper	was	$300.0	million	in	February.	In	2009,	the	maximum	month-end	balance	was	$1.5	billion	in	January.

Long-term	debt	maturities,	at	par	value,	were	as	follows	as	of	December	31,	2010:

The	fair	values	of	the	fixed	rate	notes	due	2013	and	2014	were	estimated	using	quoted	market	prices.	The	fair	value	of	the	fixed	rate	notes	due	2018	was	derived	using	a standard	valuation	model	with	market-based	observable	inputs	including	U.S.	Treasury	yields	and	interest	rate	spreads.	At	December	31,	2010,	the	fair	values	of	the fixed	rate	notes	by	maturity	date	were	as	follows.

# 13.	OTHER	CURRENT	LIABILITIES

Other	current	liabilities	consisted	of	the	following	at	December	31:

| (in	millions) | 2010 | 2009 |
| :--- | :--- | :--- |
| Accrued\temployee\tbonuses | $70.7 | $35.9 |
| Accrued\toperating\texpenses | 63.3 | 34.7 |
| Debt\tinterest\tpayable | 42.1 | 34.6 |
| Accrued\tsalaries\tand\tbenefits | 26.8 | 17.4 |
| Unearned\trevenue | 17.6 | 4.9 |
| Broker\tfee\trebate | 16.3 | 16.4 |
| Derivative\tinvestment\tliability | 11.8 | 19.3 |
| Accrued\treal\testate\ttaxes | 6.2 | 9.1 |
| Accrued\tincome\ttaxes | — | 15.2 |
| Other | 15.6 | 7.7 |
| Total | $270.4 | $195.2 |

# 14.	INCOME	TAXES

Income	before	income	taxes	and	the	income	tax	provision	consisted	of	the	following	for	the	years	ended	December	31:

| (in	millions) | 2010 | 2009 | 2008 |
| :--- | :--- | :--- | :--- |
| Income\tbefore\tincome\ttaxes: |  |  |  |
| Domestic | $1,733.0 | $1,438.0 | $1,589.3 |
| Foreign | (11.1) | (0.5) | (341.3) |
| Total | $1,721.9 | $1,437.5 | $1,248.0 |
| Income\ttax\tprovision: |  |  |  |
| Current: |  |  |  |
| Federal | $601.6 | $536.9 | $555.2 |
| State | 148.9 | 126.5 | 92.6 |
| Foreign | (3.0) | 5.2 | (0.2) |
| Total | 747.5 | 668.6 | 647.6 |
| Deferred: |  |  |  |
| Federal | (53.9) | 9.3 | (117.1) |
| State | 76.1 | (58.4) | 3.3 |
| Foreign | 0.1 | (7.8) | (1.3) |
| Total | 22.3 | (56.9) | (115.1) |
| Total\tIncome\tTax\tProvision | $769.8 | $611.7 | $532.5 |

Reconciliation	of	the	statutory	U.S.	federal	income	tax	rate	to	the	effective	tax	rate	is	as	follows:

|  | 2010 | 2009 | 2008 |
| :--- | :--- | :--- | :--- |
| Statutory\tU.S.\tfederal\ttax\trate | \t35.0% | \t35.0% | \t35.0% |
| State\ttaxes,\tnet\tof\tfederal\tbenefit | 5.8 | 5.7 | 5.7 |
| Impact\tof\tNYMEX\tacquisition\ton\texisting\tdeferred\ttaxes | \t — | \t — | 3.9 |
| Impact\tof\tIllinois\ttax\tlaw\tchange | \t — | \t — | \t(3.1) |
| Impact\tof\tNew\tYork\tCity\ttax\tlaw\tchange | \t — | \t(2.7) | \t — |
| Increase\t(decrease)\tin\tdomestic\tvaluation\tallowance | \t(0.1) | 4.5 | \t — |
| Impact\tof\trevised\tstate\tapportionment\testimates | 3.0 | \t — | \t — |
| Other,\tnet | 1.0 | 0.1 | 1.2 |
| Effective\tTax\tRate | \t44.7% | \t42.6% | \t42.7% |

At	December	31,	deferred	tax	assets	(liabilities)	consisted	of	the	following:

| (in	millions) | 2010 | 2009 |
| :--- | :--- | :--- |
| Net\tCurrent\tDeferred\tTax\tAssets: |  |  |
| Unrealized\tloss\ton\tsecurities | $3.5 | $10.0 |
| Stock-based\tcompensation | 4.4 | 4.8 |
| Accrued\texpenses\tand\tother | 10.4 | 9.0 |
| Net\tCurrent\tDeferred\tTax\tAssets | $18.3 | $23.8 |
| Net\tNon-Current\tDeferred\tTax\tAssets: |  |  |
| Domestic\tunrealized\tloss\ton\tinvestment\tin\tBM&amp;FBOVESPA | $145.8 | $145.9 |
| Foreign\tlosses | 146.3 | 152.0 |
| Stock-based\tcompensation | 42.6 | 32.0 |
| Deferred\tcompensation | 13.0 | 11.3 |
| Unrealized\tloss\ton\tsecurities | 45.9 | 54.0 |
| Accrued\texpenses\tand\tother | 42.9 | 51.5 |
| Subtotal | 436.5 | 446.7 |
| Valuation\tallowance | (258.4) | (264.4) |
| Total\tnon-current\tdeferred\ttax\tassets | 178.1 | 182.3 |
| Non-Current\tDeferred\tTax\tLiabilities: |  |  |
| Purchase\tintangible\tassets | (7,957.8) | (7,773.2) |
| Property | (60.7) | (55.0) |
| Total\tnon-current\tdeferred\ttax\tliabilities | (8,018.5) | (7,828.2) |
| Net\tNon-Current\tDeferred\tTax\tLiabilities | $(7,840.4) | $(7,645.9) |

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	sufficient	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,	2010	and	2009	for	net	operating	loss	carryforwards	obtained	through	the	acquisition	of	Swapstream	and	for net	operating	losses	generated	by	those	operations	subsequent	to	the	acquisition.	In	addition,	a	valuation	allowance	has	been	provided	as	of	December	31,	2010	and	2009 for	the	unrealized	capital	losses	incurred	in	Brazil.	During	the	years	ended	December	31,	2010	and	2009,	the	company	also	recorded	a	partial	valuation	allowance	on	its domestic	unrealized	capital	losses.	The	valuation	allowance	was	recorded	for	the	excess	of	the	unrealized	capital	losses	over	the	unrealized	capital	gains	of	the	company.

The	following	is	a	summary	of	the	company's	unrecognized	tax	benefits:

| (in	millions) | 2010 | 2009 | 2008 |
| :--- | :--- | :--- | :--- |
| Gross\tunrecognized\ttax\tbenefits | $56.4 | $42.6 | $21.5 |
| Unrecognized\ttax\tbenefits,\tnet\tof\ttax\timpacts\tin\tother\tjurisdictions | \t 43.0 | \t 33.5 | \t 14.7 |
| Interest\tand\tpenalties\trelated\tto\tuncertain\ttax\tpositions | \t 15.5 | 8.7 | 6.7 |
| Interest\tand\tpenalties\trecognized\tin\tthe\tconsolidated\tstatements\tof\tincome | 5.4 | 2.4 | 2.2 |

Given	the	current	status	of	the	various	examinations	in	progress,	the	company	does	not	believe	that	it	is	reasonably	possible	that	its	unrecognized	tax	benefits	will change	significantly	within	the	next	twelve	months.

A	reconciliation	of	the	beginning	and	ending	amount	of	unrecognized	tax	benefits	is	as	follows:

| (in	millions) | 2010 | 2009 | 2008 |
| :--- | :--- | :--- | :--- |
| Balance\tat\tJanuary\t1 | $42.6 | $21.5 | $9.7 |
| Unrecognized\ttax\tbenefits\tacquired\tat\tdates\tof\tmergers | \t — | 9.7 | 1.6 |
| Additions\tbased\ton\ttax\tpositions\trelated\tto\tthe\tcurrent\tyear | \t 10.4 | 6.7 | 5.9 |
| Additions\tfor\ttax\tpositions\tof\tprior\tyears | 4.1 | 8.1 | 7.2 |
| Reductions\tfor\ttax\tpositions\tof\tprior\tyears | \t — | (1.2) | (1.7) |
| Reductions\tresulting\tfrom\tthe\tlapse\tof\tstatutes\tof\tlimitations | (0.5) | \t — | \t — |
| Settlements\twith\ttaxing\tauthorities | (0.2) | (2.2) | (1.2) |
| Balance\tat\tDecember\t31 | $56.4 | $42.6 | $21.5 |

The	company	is	subject	to	U.S.	federal	income	tax	as	well	as	income	taxes	in	Illinois	and	multiple	other	state,	local	and	foreign	jurisdictions.	Substantially	all	federal and	state	income	tax	matters	have	been	concluded	through	2005	and	2004,	respectively.

# 15.	EMPLOYEE	BENEFIT	PLANS

Pension	Plans.	CME	Group	maintains	a	non-contributory	defined	benefit	cash	balance	pension	plan	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	definition	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.	The	measurement	date used	for	the	plan	is	December	31.

The	following	is	a	summary	of	the	change	in	projected	benefit	obligation:

| (in	millions) | 2010 | 2009 |
| :--- | :--- | :--- |
| Balance\tat\tJanuary\t1 | $107.5 | $88.4 |
| Service\tcost | 11.6 | 9.7 |
| Interest\tcost | 6.5 | 5.9 |
| Actuarial\t(gain)\tloss | (3.0) | 8.8 |
| Benefits\tpaid | (4.4) | (5.3) |
| Balance\tat\tDecember\t31 | $118.2 | $107.5 |

The	aggregate	accumulated	benefit	obligation	at	December	31,	2010	and	2009	was	$105.9	million	and	$93.1	million,	respectively.

The	following	is	a	summary	of	the	change	in	plan	assets:

| (in	millions) | 2010 | 2009 | 2008 |
| :--- | :--- | :--- | :--- |
| Balance\tat\tJanuary\t1 | $107.7 | $93.8 | $97.9 |
| Actual\treturn\ton\tplan\tassets | 12.8 | 10.7 | (19.5) |
| Employer\tcontributions | 5.2 | 8.5 | 31.0 |
| Benefits\tpaid | (4.4) | (5.3) | (15.6) |
| Balance\tat\tDecember\t31 | $121.3 | $107.7 | $93.8 |

The	fair	value	of	each	major	category	of	plan	assets	as	of	December	31	is	indicated	below.	The	assets	are	classified	into	a	fair	value	hierarchy	in	their	entirety	based	on the	lowest	level	of	input	that	is	significant	to	each	asset	or	liability's	fair	value	measurement.	Level	1	assets	are	valued	using	unadjusted	market	prices	for	identical	assets in	active	markets	based	on	the	valuation	date.	Valuation	techniques	for	level	2	assets	use	significant	observable	inputs	such	as	quoted	prices	for	similar	assets,	quoted market	prices	in	inactive	markets	and	other	inputs	that	are	observable	or	can	be	supported	by	observable	market	data.

| (in	millions) | 2010 | 2009 |
| :--- | :--- | :--- |
| Level\t1: |  |  |
| Mutual\tFunds: |  |  |
| Fixed\tIncome | $— | $6.1 |
| Level\t2: |  |  |
| Money\tmarket\tfunds | 12.4 | 40.5 |
| Mutual\tfunds: |  |  |
| U.S.\tequity | 31.7 | 27.4 |
| Foreign\tequity | 31.5 | 10.8 |
| Fixed\tincome | 39.9 | 19.5 |
| Commodity | 5.8 | 3.4 |
| Total | $121.3 | $107.7 |

At	December	31,	2010	and	2009,	the	fair	value	of	pension	plan	assets	exceeded	the	projected	benefit	obligation	by	$3.1	million	and	$0.2	million,	respectively.	This excess	was	recorded	as	a	non-current	pension	asset.

The	funding	goal	for	the	exchange	is	to	have	its	pension	plan	100%	funded	at	each	year	end	on	a	projected	benefit	obligation	basis,	while	also	satisfying	any	minimum required	contribution	and	obtaining	the	maximum	tax	deduction.	Year-end	2010	assumptions	have	been	used	to	project	the	assets	and	liabilities	from	December	31,	2010 to	December	31,	2011.	The	result	of	this	projection	is	that	estimated	liabilities	would	exceed	the	fair	value	of	the	plan	assets	at	December	31,	2011	by	approximately $14.1	million.	Accordingly,	it	is	estimated	that	a	$14.1	million	contribution	in	2011	will	allow	the	company	to	meet	its	funding	goal.

The	components	of	net	pension	expense	and	the	assumptions	used	to	determine	the	end-of-year	projected	benefit	obligation	and	net	pension	expense	in	aggregate	are indicated	below:

| (in	millions) | 2010 | 2009 | 2008 |
| :--- | :--- | :--- | :--- |
| Components\tof\tNet\tPension\tExpense: |  |  |  |
| Service\tcost | $11.6 | $9.7 | $8.2 |
| Interest\tcost | 6.5 | 5.9 | 5.6 |
| Expected\treturn\ton\tplan\tassets | (8.3) | (7.0) | (7.0) |
| Recognized\tnet\tactuarial\tloss | 2.2 | 2.7 | 0.4 |
| Net\tPension\tExpense | $12.0 | $11.3 | $7.2 |
| Assumptions\tUsed\tto\tDetermine\tEnd-of-Year\tBenefit\tObligation: |  |  |  |
| Discount\trate | \t 5.70% | \t 5.70% | \t 6.10% |
| Rate\tof\tcompensation\tincrease | \t 5.00 | \t 5.00 | \t 5.00 |
| Cash\tbalance\tinterest\tcrediting\trate | \t 4.00 | \t 4.00 | \t 4.10 |
| Assumptions\tUsed\tto\tDetermine\tNet\tPension\tExpense: |  |  |  |
| Discount\trate | \t 5.70% | \t 6.10% | \t 6.10% |
| Rate\tof\tcompensation\tincrease | \t 5.00 | \t 5.00 | \t 5.00 |
| Expected\treturn\ton\tplan\tassets | \t 8.00 | \t 8.00 | \t 8.00 |
| Interest\tcrediting\trate | \t 4.00 | \t 4.00 | \t 4.10 |

Beginning	in	2010,	the	discount	rate	for	the	plan	is	determined	based	on	the	market	value	of	a	theoretical	settlement	bond	portfolio.	This	portfolio	consists	of	U.S.	dollar denominated	Aa-rated	corporate	bonds	across	the

full	maturity	spectrum.	A	single	equivalent	discount	rate	is	determined	to	align	the	present	value	of	the	required	cash	flow	with	that	settlement	value.	The	resulting discount	rate	is	reflective	of	both	the	current	interest	rate	environment	and	the	plan's	distinct	liability	characteristics.

Prior	to	2010,	the	discount	rate	for	the	plan	was	determined	based	on	an	interest	rate	yield	curve.	The	yield	curve	was	comprised	of	bonds	with	a	rating	of	Aaa	and	Aa and	maturities	between	zero	and	thirty	years.	The	expected	annual	benefit	cash	flows	for	the	plan	was	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	the	plan	is	comprised	of	three	components:	historical	returns,	industry	peers	and	forecasted return.	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	overall	objective	of	the	plan	is	to	meet	required	long-term	rates	of	return	in	order	to	meet	future	benefit	payments.	The	component	of	the	investment	policy	for	the plan	that	has	the	most	significant	impact	on	returns	is	the	asset	mix.	The	asset	mix	has	a	minimum	and	maximum	range	depending	on	asset	class.	The	plan	assets	are diversified	to	minimize	the	risk	of	large	losses	by	any	one	or	more	individual	assets.	Such	diversification	is	accomplished,	in	part,	through	the	selection	of	asset	mix	and investment	management.	The	asset	allocation	for	the	plan,	by	asset	category,	at	December	31	was	as	follows:

|  | 2010 | 2009 |
| :--- | :--- | :--- |
| Fixed\tincome | \t32.9% | \t23.8% |
| U.S.\tequity | \t26.1 | \t25.4 |
| Foreign\tequity | \t26.0 | \t10.0 |
| Money\tmarket\tfunds | \t10.2 | \t37.6 |
| Commodity | 4.8 | 3.2 |

The	range	of	target	allocation	percentages	for	2011	is	as	follows:

|  | Minimum | Maximum |
| :--- | :--- | :--- |
| U.S.\tequity | 23.5% | 35.0% |
| Foreign\tequity | 23.5 | 35.0 |
| Fixed\tincome | 33.0 | 45.0 |
| Commodity | 2.0 | 8.0 |

According	to	the	plan's	investment	policy,	the	plan	is	not	allowed	to	invest	in	securities	that	compromise	independence,	short	sales	of	securities	directly	owned	by	the plan,	securities	purchased	on	margin	or	other	uses	of	borrowed	funds,	derivatives	not	used	for	hedging	purposes,	restricted	stock	or	illiquid	securities	or	any	other transaction	prohibited	by	employment	laws.	If	the	plan	directly	invests	in	short-term	and	long-term	debt	obligations,	the	investments	are	limited	to	obligations	rated	at the	highest	rating	category	by	Standard	&	Poor's	(S&P)	or	Moody's.

The	balance	and	activity	of	the	prior	service	costs	and	actuarial	losses,	which	are	included	in	other	comprehensive	income	(loss),	for	2010	are	as	follows:

| (in	millions) | Service<br>Costs | Actuarial<br>Loss |
| :--- | :--- | :--- |
| Balance\tat\tJanuary\t1 | $0.2 | $35.5 |
| Unrecognized\tgain | \t — | (7.4) |
| Recognized\tas\ta\tcomponent\tof\tnet\tpension\texpense | \t — | (2.2) |
| Balance\tat\tDecember\t31 | $0.2 | $25.9 |

The	company	expects	to	amortize	$1.7	million	of	actuarial	loss	from	accumulated	other	comprehensive	income	(loss)	into	net	periodic	benefit	costs	in	2011.

At	December	31,	2010,	anticipated	benefit	payments	from	the	plan	in	future	years	are	as	follows:

Savings	Plans.	CME	maintains	a	defined	contribution	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	addition,	certain	CME	London-based	employees	are	eligible	to	participate	in	a	defined	contribution	plan.	For	CME	London-based	employees,	the	plan	provides	for company	contributions	of	10%	of	earnings	and	does	not	have	any	vesting	requirements.	Salary	and	cash	bonuses	paid	are	included	in	the	definition	of	earnings.

Aggregate	expense	for	all	of	the	defined	contribution	savings	plans	amounted	to	$6.3	million,	$5.2	million	and	$5.8	million	in	2010,	2009	and	2008,	respectively.

CME	Non-Qualified	Plans.	CME	maintains	non-qualified	plans,	under	which	participants	may	make	assumed	investment	choices	with	respect	to	amounts	contributed on	their	behalf.	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	$28.8	million	and	$23.4	million	at	December	31,	2010	and	2009,	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	benefits	expense.

Supplemental	Savings	Plan—CME	maintains	a	supplemental	plan	to	provide	benefits	for	employees	who	have	been	impacted	by	statutory	limits	under	the provisions	of	the	qualified	pension	and	savings	plan.	All	CME	employees	hired	prior	to	January	1,	2007	are	immediately	vested	in	their	supplemental	plan benefits.	All	CME	employees	hired	on	or	after	January	1,	2007	are	subject	to	the	vesting	requirements	of	the	underlying	qualified	plans.	Total	expense	for	the supplemental	plan	was	$0.9	million,	$0.7	million	and	$1.3	million	for	2010,	2009	and	2008,	respectively.

Deferred	Compensation	Plan—A	deferred	compensation	plan	is	maintained	by	CME,	under	which	eligible	officers	and	members	of	the	Board	of	Directors	may contribute	a	percentage	of	their	compensation	and	defer	income	taxes	thereon	until	the	time	of	distribution.

NYMEX	Members'	Retirement	Plan	and	Benefits.	NYMEX	maintained	a	retirement	and	benefit	plan	under	the	Commodities	Exchange,	Inc.	(COMEX)	Members' Recognition	and	Retention	Plan	(MRRP).	This	plan	provides	benefits	to	certain	members	of	the	COMEX	division	based	on	long-term	membership,	and	participation	is limited	to	individuals	who	were	COMEX	division	members	prior	to	NYMEX's	acquisition	of	COMEX	in	1994.	No	new	participants	were	permitted	into	the	plan	after the	date	of	this	acquisition.	Under	the	terms	of	the	MRRP,	the	company	is	required	to	fund	the	plan	with	a	minimum	annual	contribution	of	$0.4	million	until	it	is	fully funded.	All	benefits	to	be	paid	under	the	MRRP	are	based	on	reasonable	actuarial	assumptions	which	are	based	upon	the	amounts	that	are	available	and	are	expected	to be	available	to	pay	benefits.	Total	contributions	to	the	plan	were	$0.8	million	for	each	of	2010,	2009	and	for	the	period	August	23	through	December	31,	2008.	At December	31,	2010	and	2009,	the	total	obligation	for	the	MRRP	totaled	$20.7	million	and	$20.5	million,

respectively.	Assets	with	a	fair	value	of	$15.8	million	and	$14.4	million	have	been	allocated	to	this	plan	at	December	31,	2010	and	2009,	respectively,	and	are	included in	marketable	securities	in	the	consolidated	balance	sheets.

# 16.	OTHER	LIABILITIES

Other	liabilities	consisted	of	the	following	at	December	31:

| (in	millions) | 2010 | 2009 |
| :--- | :--- | :--- |
| Accrued\tfederal\tand\tstate\ttax | $71.9 | $51.3 |
| Deferred\trent | 51.6 | 49.9 |
| Post-retirement\tand\tnon-qualified\tbenefit\tplans | 27.7 | 29.5 |
| Non-qualified\tdeferred\tcompensation\tplans | 31.3 | 25.6 |
| Derivative\tcontracts | — | 7.0 |
| Other | 9.0 | 2.5 |
| Total | $191.5 | $165.8 |

# 17.	COMMITMENTS

Operating	Leases.	CME	Group	has	commitments	under	operating	leases	for	certain	facilities.	In	July	2008,	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.	In	addition,	the	company	may	exercise	a lease	expansion	option	in	December	2012	and	in	December	2017.	Annual	minimum	rental	payments	under	the	headquarters	operating	lease	range	from	$8.5	million	to $13.6	million.

In	August	2006,	CME	Group	entered	into	an	operating	lease	for	additional	office	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	rental	payments	for	this	lease	range	from	$3.9 million	to	$6.2	million.

In	May	1995,	NYMEX	Holdings	signed	a	ground	lease	(expiring	June	2069,	with	an	option	to	terminate	without	penalty	in	June	2012)	with	Battery	Park	City	Authority (BPCA)	for	the	site	where	it	constructed	its	headquarters	and	trading	facility.	Annual	minimum	rental	payments	are	$2.0	million.	The	lease	establishes	payments	in	lieu of	taxes	(PILOTs)	due	to	New	York	City.	PILOTs	are	entirely	abated	until	May	17,	2015	for	the	trading	floor	of	the	facility.

Leases	for	other	locations	where	CME	Group	maintains	space	expire	at	various	times	from	2011	to	2017	with	annual	minimum	rentals	that	will	not	exceed	$8.0	million in	any	year.

Future	minimum	payments	under	non-cancelable	operating	leases	are	payable	as	follows	(in	millions):

Other	Commitments.	Commitments	include	material	contractual	purchase	obligations	that	are	non-cancelable.	Purchase	obligations	relate	primarily	to	software licenses,	hardware	and	maintenance	as	well	as	telecommunication	services.

Future	minimum	payments	due	under	purchase	obligations	in	effect	at	December	31,	2010	are	payable	as	follows	(in	millions):

Licensing	Agreements.	CME	Group	has	various	licensing	agreements	including	agreements	with	S&P	and	NASDAQ	OMX	Group,	Inc.	(NASDAQ	OMX)	relating	to certain	equity	index	products.	The	license	agreement	with	S&P	provides	that	the	S&P	500	Index	futures	and	options	will	be	exclusive	through	December	31,	2016	as long	as	certain	volume	requirements	are	met.	The	company	maintains	a	license	agreement	with	NASDAQ	OMX,	which	is	exclusive	with	respect	to	futures	and	options contracts	based	on	certain	NASDAQ	OMX	indexes	through	October	9,	2019.

Prior	to	March	18,	2010,	CME	Group	maintained	a	product	licensing	agreement	with	Dow	Jones.	The	agreement	enabled	the	exchange	to	exclusively	offer	futures	and options	on	futures	products	based	on	the	Dow	Jones	Industrial	Average	and	other	Dow	Jones	indexes.	On	March	18,	2010,	CBOT	acquired	a	90%	ownership	interest	in Index	Services.	As	part	of	the	formation	of	Index	Services,	Dow	Jones	contributed	the	Dow	Jones	indexes	to	Index	Services.	As	a	result,	CBOT	now	has	a	perpetual and	exclusive	license	to	the	Dow	Jones	indexes.

Other	Agreements.	In	1994,	NYMEX	entered	into	a	letter	of	intent	with	BPCA,	New	York	Economic	Development	Corporation	(EDC)	and	Empire	State	Development Corporation	(ESDC)	to	construct	a	new	trading	facility	and	office	building	on	a	site	in	Battery	Park	City.	By	agreement	dated	May	18,	1995,	the	EDC	and	ESDC	agreed to	provide	funding	of	$128.7	million	to	construct	the	facility.	NYMEX	is	liable	for	liquidated	damages	on	a	declining	scale	if	it	violates	terms	of	the	occupancy agreement	at	any	time	prior	to	15	years	from	the	date	of	occupancy,	July	7,	1997.	Such	a	violation	could	also	potentially	trigger	a	cross	default	under	the	ground	lease described	in	operating	leases.

In	2002,	NYMEX	entered	into	an	agreement	and	received	a	$5.0	million	grant	from	ESDC.	This	agreement	requires	NYMEX	to	maintain	certain	annual	employment levels,	and	the	grant	is	subject	to	recapture	amounts,	on	a	declining	scale,	through	January	1,	2012.

# 18.	CONTINGENCIES

Legal	Matters.	In	2003,	the	U.S.	Futures	Exchange,	L.L.C.	(Eurex	U.S.)	and	U.S.	Exchange	Holdings,	Inc.	filed	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	tortuously	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	treble	damages.	In	2007,	CME	and	CBOT	filed two	joint	motions	for	summary	judgment.	In	July	2010,	the	judge	partially	granted	the	company's	motion	for	summary	judgment	on	the	predatory	pricing	claims,	finding no	factual	basis	for	such	claims.	Based	on	its	investigation	to	date	and	advice	from	legal	counsel,	the	company	believes	this	suit	is	without	merit	and	intends	to	defend itself	vigorously	against	these	charges.

In	2008,	Fifth	Market	filed	a	complaint	against	CME	Group	and	CME	seeking	a	permanent	injunction	against	CME's	Globex	system	and	enhanced	damages	for	what the	plaintiff	alleges	is	willful	infringement	of	two	U.S.	patents,	in	addition	to	costs,	expenses	and	attorneys'	fees.	Discovery	in	the	matter	is	ongoing	and	trial	is	set	for 2012.	Based	on	its	investigation	to	date	and	advice	from	legal	counsel,	the	company	believes	this	suit	is	without	merit	and	intends	to	defend	itself	vigorously	against these	charges.

In	2009,	CME	and	CBOT	filed	a	complaint	against	Howard	Garber	seeking	a	declaratory	judgment	that	neither	CME	nor	CBOT	was	infringing	certain	of	Mr.	Garber's patents	and	that	one	of	his	patents	is	invalid	and	unenforceable.	In	2009,	Technology	Research	Group	LLC,	the	current	owner	of	one	of	the	patents	at	issue,	filed counterclaims	alleging	that	CME	and	CBOT	infringe,	induce	or	contribute	to	the	infringement	and	willfully	infringe	its	patent.	Technology	Research	is	seeking	an injunction	and	damages	no	less	than	a	reasonable	royalty.	Discovery	in	the	matter	is	scheduled	to	be	completed	at	the	end	of	February	and	trial	is	set	for	June	2011. Based	on	its	investigation	to	date	and	advice	from	legal	counsel,	the	company	believes	this	suit	is	without	merit	and	intends	to	defend	itself	vigorously	against	these charges.

In	2009,	Realtime	Data	LLC	filed	a	complaint	against	CME	Group	and	other	exchanges	alleging	willful	infringement	of	four	patents	which	was	later	amended	to	add CBOT	and	NYMEX	as	defendants.	Subsequently,	two	additional	lawsuits	have	been	filed	each	adding	a	claim	for	the	infringement	of	an	additional	patent.	One	of	these lawsuits	has	been	consolidated	with	the	original	action	and	the	other	is	under	consideration	for	consolidation.	Realtime	Data	is	seeking	a	permanent	injunction,	enhanced damages,	attorneys'	fees	and	costs.	Discovery	in	the	matter	is	ongoing	and	trial	is	set	for	2012.	Based	on	its	investigation	to	date	and	advice	from	legal	counsel,	the company	believes	this	suit	is	without	merit	and	intends	to	defend	itself	vigorously	against	these	charges.

In	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	affect	on	its	consolidated	financial	position	or	results	of	operations.

Intellectual	Property	Indemnifications.	Certain	agreements	with	customers	and	other	third	parties	related	to	accessing	the	CME	Globex	platform,	the	CME	ClearPort platform,	and/or	the	Clearing	21	platform;	utilizing	market	data	services;	licensing	CME	SPAN	software;	and	calculating	indexes	as	a	service	provider	and	licensing indexes	as	the	basis	of	financial	products	may	contain	indemnifications	from	intellectual	property	claims	that	may	be	made	against	them	as	a	result	of	their	use	of	the applicable	products	and/or	services.	The	potential	future	claims	relating	to	these	indemnifications	cannot	be	estimated	and,	therefore,	no	liability	has	been	recorded.

# 19.	GUARANTEES

Mutual	Offset	Agreement.	CME	and	Singapore	Exchange	Limited	(SGX)	have	a	mutual	offset	agreement	with	a	current	term	through	October	2011.	The	term	of	the agreement	will	automatically	renew	for	a	one-year	period	unless	either	party	provides	advance	notice	of	their	intent	to	terminate.	CME	can	maintain	collateral	in	the form	of	U.S.	Treasury	securities	or	irrevocable	letters	of	credit.	At	December	31,	2010,	CME	was	contingently	liable	to	SGX	on	irrevocable	letters	of	credit	totaling $83.0	million.	Regardless	of	the	collateral,	CME	guarantees	all	cleared	transactions	submitted	through	SGX	and	would	initiate	procedures	designed	to	satisfy	these financial	obligations	in	the	event	of	a	default,	such	as	the	use	of	performance	bonds	and	guaranty	fund	contributions	of	the	defaulting	clearing	firm.

Cross-Margin	Agreements.	CME	and	The	Options	Clearing	Corporation	(OCC)	have	a	cross-margin	arrangement,	whereby	a	common	clearing	firm	may	maintain	a cross-margin	account	in	which	the	clearing	firm's	positions	in	certain	CME	futures	and	options	on	futures	contracts	are	combined	with	certain	positions	cleared	by	OCC for	purposes	of	calculating	performance	bond	requirements.	The	performance	bond	deposits	are	held	jointly	by	CME	and	OCC.	If	a	participating	firm	defaults,	the	gain or	loss	on	the	liquidation	of	the	firm's	open	position	and	the	proceeds	from	the	liquidation	of	the	cross-margin	account	would	be	allocated	50%	each	to	CME	and	OCC.

Cross-margin	agreements	exist	with	CME	and	Fixed	Income	Clearing	Corp	(FICC)	whereby	the	clearing	firms'	offsetting	positions	with	CME	are	subject	to	reduced margin	requirements.	Clearing	firms	maintain	separate	performance	bond	deposits	with	each	clearing	house,	but	depending	on	the	net	offsetting	positions	between	CME and	FICC,	each	clearing	house	may	reduce	the	firm's	performance	bond	requirement.	In	the	event	of	a	firm	default,	the	total	liquidation	net	gain	or	loss	on	the	firm's offsetting	open	positions	and	the	proceeds	from	the	liquidation	of	the	performance	bond	collateral	held	by	each	clearing	house's	supporting	offsetting	positions	would be	divided	evenly	between	CME	and	FICC.	Additionally,	if,	after	liquidation	of	all	the	positions	and	collateral	of	the	defaulting	firm	at	each	respective	clearing organization,	and	taking	into	account	any	cross-margining	loss	sharing	payments,	any	of	the	participating	clearing	organizations	has	a	remaining	liquidating	surplus,	and any	other	participating	clearing	organization	has	a	remaining	liquidating	deficit,	any	additional	surplus	from	the	liquidation	would	be	shared	with	the	other	clearing house	to	the	extent	that	it	has	a	remaining	liquidating	deficit.	Any	remaining	surplus	funds	would	be	passed	to	the	bankruptcy	trustee.

GFX	Corporation	Letter	of	Credit.	CME	guarantees	a	$5.0	million	standby	letter	of	credit	for	GFX	Corporation	(GFX).	The	beneficiary	of	the	letter	of	credit	is	the clearing	firm	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	firm.	The	letter	of	credit,	utilized	as	a	performance	bond,	would	be	drawn	on	in	the	event	that	GFX	defaults	in	meeting	requirements	to	its	clearing	firm.	In	the unlikely	event	of	a	payment	default	by	GFX,	if	GFX's	performance	bond	is	not	sufficient	to	cover	the	deficit,	CME	would	guarantee	the	remaining	deficit,	if	any.

# 20.	DERIVATIVE	INSTRUMENTS

The	company	mitigates	certain	financial	exposures	to	interest	rate	risk	and	foreign	currency	exchange	rate	risk	through	the	use	of	derivative	financial	instruments	as	part of	its	risk	management	program.	The	company	does	not	use	derivative	instruments	for	trading	purposes.	All	derivatives	have	been	designated	as	cash	flow	hedges.

The	fair	value	of	derivative	instruments	and	their	location	in	the	consolidated	balance	sheets	at	December	31	were	as	follows:

| (in	millions) | Location | 2010 | 2009 |
| :--- | :--- | :--- | :--- |
| Interest\trate\tcontracts | Other\tcurrent\tliabilities | $11.8 | $19.3 |
| Interest\trate\tcontracts | Other\tliabilities | \t — | 7.0 |
| Total\tDerivatives |  | $11.8 | $26.3 |

The	effect	of	derivative	instruments	on	the	consolidated	statements	of	income	and	consolidated	statements	of	shareholders'	equity	for	the	years	ended	December	31	were as	follows:

|  | Recognized	in	OCI<br>(Effective	Portion) | Recognized	in	OCI<br>(Effective	Portion) | Accumulated	OCI	(Effective	Portion) | Gains	(Losses)	Reclassified	from |  | (Ineffective	Portion) | Gains	(Losses)	Recognized	in	Income |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| (in\tmillions) | \t\t2010 | \t\t2009 | Location | \t\t2010 | \t\t2009 | Location | \t\t2010 | \t\t2009 |
| Contract\tType: |  |  |  |  |  |  |  |  |
|  |  |  | Interest\tand\tother\tborrowing |  |  | Gains\t(losses)\ton\tderivative |  |  |
| Interest\trate\tcontracts | $(9.7) | $(8.8) | costs | $(20.0) | $(21.0) | investments | $(8.6) | $ — |
| Foreign\texchange\tcontracts |  |  | Gains\t(losses)\ton\tderivative |  |  | Gains\t(losses)\ton\tderivative |  |  |
|  | — | — | investments | — | — | investments | 6.0 | \t — |
| Total\tDerivatives | $(9.7) | $(8.8) |  | $(20.0) | $(21.0) |  | $(2.6) | $ — |

Interest	Rate	Derivatives.	In	connection	with	the	issuance	of	floating	rate	debt	in	August	and	October	2008,	the	company	entered	into	three	interest	rate	swap	contracts, designated	as	cash	flow	hedges,	for	purposes	of	hedging	against	a	change	in	interest	payments	due	to	fluctuations	in	the	underlying	benchmark	rate.	In	December	2010, the	company	approved	a	plan	to	refinance	the	term	loan	in	January	2011	resulting	in	an	$8.6	million	loss	on	derivative	instruments	as	a	result	of	ineffectiveness	on	the associated	interest	rate	swap	contract.

To	mitigate	counterparty	credit	risk,	the	interest	rate	swap	contracts	required	collateralization	by	both	counterparties	for	the	swaps'	aggregate	net	fair	value	during	their respective	terms.	Collateral	was	maintained	in	the	form	of	cash	and	adjusted	on	a	daily	basis.

In	February	2010,	the	company	entered	into	a	forward	starting	interest	rate	swap	contract,	designated	as	a	cash	flow	hedge,	for	purposes	of	hedging	against	a	change	in interest	payments	due	to	fluctuations	in	the	underlying	benchmark	rate	between	the	date	of	the	swap	and	the	forecasted	issuance	of	fixed	rate	debt	in	March	2010.	The swap	was	highly	effective.

Foreign	Currency	Derivatives.	In	connection	with	its	purchase	of	BM&FBOVESPA	stock	in	February	2008,	CME	Group	purchased	a	put	option	to	hedge	against changes	in	the	fair	value	of	BM&FBOVESPA	stock	resulting	from	foreign	currency	rate	fluctuations	between	the	U.S.	dollar	and	the	Brazilian	real	(BRL)	beyond	the option's	exercise	price.	Lehman	Brothers	Special	Financing	Inc.	(LBSF)	was	the	sole	counterparty	to	this	option	contract.	On	September	15,	2008,	Lehman	Brothers Holdings	Inc.	(Lehman)	filed	for	protection	under	Chapter	11	of	the	United	States	Bankruptcy	Code.	The	bankruptcy	filing	of	Lehman	was	an	event	of	default	that	gave the	company	the	right	to	immediately	terminate	the	put	option	agreement	with	LBSF.	In	March	2010,	the	company	recognized	a	$6.0	million	gain	on	derivative instruments	as	a	result	of	a	settlement	from	the	Lehman	bankruptcy	proceedings.

# 21.	CAPITAL	STOCK

Shares	Outstanding.	The	following	table	presents	information	regarding	capital	stock:

| (in	thousands) | 2010 | 2009 |
| :--- | :--- | :--- |
| Shares\tauthorized | 1,000,000 | 1,000,000 |
| Class\tA\tcommon\tstock | 66,847 | 66,511 |
| Class\tB-1\tcommon\tstock | 0.6 | 0.6 |
| Class\tB-2\tcommon\tstock | 0.8 | 0.8 |
| Class\tB-3\tcommon\tstock | 1.3 | 1.3 |
| Class\tB-4\tcommon\tstock | 0.4 | 0.4 |

CME	Group	has	no	shares	of	preferred	stock	issued	and	outstanding.

Associated	Trading	Rights.	Members	of	CME,	CBOT,	NYMEX	and	COMEX	own	or	lease	trading	rights	which	entitle	them	to	access	the	trading	floors,	discounts	on trading	fees	and	the	right	to	vote	on	certain	exchange	matters	as	provided	for	by	the	rules	of	the	particular	exchange	and	CME	Group's	or	the	subsidiaries'	organizational documents.	Each	class	of	CME	Group	Class	B	common	stock	is	associated	with	a	membership	in	a	specific	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,	at	NYMEX	by	Class	A	memberships	in	NYMEX	and	at	COMEX	by	COMEX	Division Memberships	in	COMEX.	Members	of	the	CBOT,	NYMEX	and	COMEX	exchanges	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	memberships.	The	company	is,	however,	required	to	have	at	least	10	CBOT	directors	(as	defined	by	its bylaws)	until	its	2012	annual	meeting.

Core	Rights.	Holders	of	CME	Group	Class	B	common	shares	have	the	right	to	approve	changes	in	specified	rights	relating	to	the	trading	privileges	at	CME	associated with	those	shares.	These	core	rights	relate	primarily	to	trading	right	protections,	certain	trading	fee	protections	and	certain	membership	benefit	protections.	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	CME	Group	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	Certificate	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.

Election	of	Directors.	The	CME	Group	Board	of	Directors	is	currently	comprised	of	33	members,	including	10	CBOT	directors	(as	defined	by	its	bylaws).	Until	CME Group's	2012	annual	meeting,	its	board	must	include	at	least	10	CBOT	directors.	Holders	of	Class	B-1,	Class	B-2	and	Class	B-3	common	stock	have	the	right	to	elect 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.	The remaining	directors	are	elected	by	the	Class	A	and	Class	B	shareholders	voting	as	a	single	class.

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,	2010,	each	clearing	firm	clearing	only	CME,	CBOT	or	NYMEX	products	was	required	to	own	6,000	shares	of	Class	A common	stock	in	addition	to	the	requisite	number	of	exchange	memberships	at	the	exchange	in	which	the	firm	is	seeking	status	as	a	clearing	firm.	For	firms	clearing products	at	two	exchanges,	the	Class	A	common	stock	ownership	requirement	was	9,000	shares	and	for	firms	clearing	at	all	exchanges,	the	requirement	was	12,000 shares.	The	total	Class	A	common	stock	held	by	the	company's	clearing	firms	pursuant	to	this	requirement	was	0.7	million	shares	at	December	31,	2010.

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.	The	plan	has	an	expiration	date	of	December	3,	2011.

CME	Group	Omnibus	Stock	Plan.	CME	Group	has	adopted	an	Omnibus	Stock	Plan	under	which	stock-based	awards	may	be	made	to	employees.	A	total	of 8.0	million	Class	A	shares	have	been	reserved	for	awards	under	the	plan.	Awards	totaling	4.0	million	shares	have	been	granted	and	are	outstanding	or	have	been exercised	under	this	plan	at	December	31,	2010	(note	22).

CBOT	Holdings	Long-Term	Equity	Incentive	Plan.	In	connection	with	the	merger	with	CBOT	Holdings,	CME	Group	assumed	CBOT	Holdings'	2005	Long-Term Equity	Incentive	Plan.	Under	the	plan,	stock-based	awards	may	be	made	to	certain	directors,	officers	and	other	key	employees	or	individuals.	A	total	of	0.4	million shares	have	been	reserved	for	awards	under	the	plan.	In	connection	with	receiving	shareholder	approval	to	increase	the	amount	of	authorized	shares	under	the	Omnibus Stock	Plan	in	May	2009,	the	company	undertook	to	freeze	future	awards	under	this	plan.	As	a	result,	0.3	million	shares	that	remained	authorized	for	future	awards	under this	plan	were	frozen.

NYMEX	Holdings	Omnibus	Long-Term	Incentive	Plan.	In	connection	with	the	merger	with	NYMEX	Holdings,	CME	Group	assumed	NYMEX	Holdings'	2006 Omnibus	Long-Term	Incentive	Plan.	Under	the	plan,	stock-based	awards	may	be	made	to	any	director,	officer	or	employee	of	the	company	and	other	key	individuals providing	services	to	the	company.	A	total	of	1.0	million	shares	have	been	reserved	for	awards	under	the	plan.	In	connection	with	receiving	shareholder	approval	to increase	the	amount	of	authorized	shares	under	the	Omnibus	Stock	Plan	in	May	2009,	the	company	undertook	to	freeze	future	awards	under	this	plan.	As	a	result, 0.7	million	shares	that	remained	authorized	for	future	awards	under	this	plan	were	frozen.

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	125,000	Class	A	shares	have	been	reserved	under	this	plan,	and	approximately	34,000	shares	have	been	awarded	through	December	31,	2010.

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	20,000 shares	have	been	purchased	through	December	31,	2010	(note	22).

Share	Repurchases.	In	June	2008,	CME	Group	was	authorized	by	its	board	of	directors	to	pursue	new	initiatives	to	return	capital	to	shareholders.	The	initiatives included	a	share	buyback	program	of	up	to	$1.1	billion	of	CME	Group	Class	A	common	stock,	subject	to	market	conditions	through	December	2009.	The	board's authorization	permitted	the	repurchase	of	shares	through	the	open	market,	an	accelerated	program,	a	tender	offer	or	privately	negotiated	transactions.	The	number	of shares	purchased	under	the	program	was	0.9	million	shares	at	an	average	price	per	share	of	$272	for	a	total	cost	of	$250.8	million.

In	February	2010,	CME	Group	was	authorized	by	its	board	of	directors	to	purchase	up	to	2.35	million	shares	of	Class	A	common	stock.	The	authorization	of	the repurchase	was	approved	in	connection	with	the	company's	agreement	to	issue	additional	Class	A	common	shares	to	BM&FBOVESPA	to	increase	its	aggregate	share ownership	in	the	company	to	5%.	During	2010,	2.0	million	shares	were	purchased	at	an	average	price	of	$287	per	share	for	a	total	cost	of	$575.3	million.

# 22.	STOCK-BASED	PAYMENTS

CME	Group	adopted	an	Omnibus	Stock	Plan	under	which	stock-based	awards	may	be	made	to	employees.	A	total	of	8.0	million	Class	A	shares	have	been	reserved	for awards	under	the	plan.	Awards	totaling	4.0	million	shares	have	been	granted	and	are	outstanding	or	have	been	exercised	under	the	plan	as	of	December	31,	2010. Awards	granted	before	2009	generally	vest	over	a	five-year	period,	with	20%	vesting	one	year	after	the	grant	date	and	on	that	same	date	in	each	of	the	following	four years.	Beginning	in	2009,	awards	granted	generally	vest	over	a	four-year	period,	with	25%	vesting	one	year	after	the	grant	date	and	on	that	same	date	in	each	of	the following	three	years.

Total	compensation	expense	for	stock-based	payments	was	$40.9	million	for	the	year	ended	December	31,	2010,	$33.4	million	for	the	year	ended	December	31,	2009, and	$37.6	million	for	the	year	ended	December	31,	2008.	The	total	income	tax	benefit	recognized	in	the	consolidated	statements	of	income	for	stock-based	payment arrangements	was	$16.4	million,	$13.4	million	and	$15.1	million	for	the	years	ended	December	31,	2010,	2009	and	2008,	respectively.

Excluding	estimates	of	future	forfeitures,	at	December	31,	2010,	there	was	$83.2	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	2.1	years.

In	2010,	the	company	granted	employees	stock	options	totaling	280,884	shares	under	the	Omnibus	Stock	Plan.	The	options	have	a	ten-year	term	with	exercise	prices ranging	from	$271	to	$318,	the	closing	market	prices	on	the	grant	dates.	The	fair	value	of	these	options	totaled	$28.5	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	each	option	grant	was	calculated	using	the	following	assumptions:

|  | 2010 | 2009 | 2008 |
| :--- | :--- | :--- | :--- |
| Dividend\tyield | 1.4%\t-\t1.7% | 1.4%\t-2.4% | 1.0%\t-2.3% |
| Expected\tvolatility | 42%\t-\t44% | 45%\t-49% | 44%\t-\t50% |
| Risk-free\tinterest\trate | 1.9%\t-\t2.9% | 2.4%\t-3.2% | 1.6%\t-3.9% |
| Expected\tlife | 6.2\tyears | 6.2\tto\t6.5\tyears | 6.5\tyears |

The	dividend	yield	was	calculated	by	dividing	that	year's	expected	quarterly	dividends	by	the	market	price	of	the	stock	at	the	dates	of	grant.	Until	December	2008, 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.	Beginning	December	2008,	a	weighting	of	implied	and	historical	volatility	was	used to	estimate	expected	future	volatility.	The	risk-free	rate	was	based	on	the	U.S.	Treasury	yield	in	effect	at	the	time	of	each	grant.	The	expected	life	of	options	granted	has been	determined	using	the	simplified	method	as	outlined	in	guidance	from	the	Securities	and	Exchange	Commission.

The	following	table	summarizes	stock	option	activity	for	2010:

|  |  | Average |
| :--- | :--- | :--- |
|  |  | Exercise |
|  | Number\tof\tShares | Price |
| Outstanding\tat\tDecember\t31,\t2009 | 1,071,213 | $305 |
| Granted | 280,884 | 273 |
| Exercised | (89,552) | 139 |
| Cancelled | (45,424) | 387 |
| Outstanding\tat\tDecember\t31,\t2010 | 1,217,121 | 307 |
| Exercisable\tat\tDecember\t31,\t2010 | 640,725 | 288 |

Stock	options	outstanding	at	December	31,	2010	had	a	weighted	average	remaining	contractual	life	of	6.6	years	and	an	aggregate	intrinsic	value	of	$78.8	million.	Stock options	exercisable	at	December	31,	2010	had	a	weighted	average	remaining	contractual	life	of	4.8	years	and	an	aggregate	intrinsic	value	of	$59.3	million.

In	2010,	the	company	granted	133,225	shares	of	restricted	Class	A	common	stock	and	428	shares	of	restricted	stock	units	which	generally	have	a	vesting	period	of	2	to 4	years.	The	fair	value	related	to	these	grants	was	$36.7	million,	which	is	recognized	as	compensation	expense	on	an	accelerated	basis	over	the	vesting	period.	In	2010,

the	company	granted	1,020	performance	shares.	The	vesting	of	these	shares	is	contingent	on	meeting	stated	goals	over	a	performance	period.	Beginning	with	restricted stock	grants	in	September	2010,	dividends	are	accrued	on	restricted	Class	A	common	stock	and	restricted	stock	units	and	are	paid	once	the	restricted	stock	vests.

The	following	table	summarizes	restricted	stock	and	performance	shares	activity	for	2010:

|  |  | Average |
| :--- | :--- | :--- |
|  |  | Grant\tDate |
|  | Number\tof\tShares | Fair\tValue |
| Outstanding\tat\tDecember\t31,\t2009 | 116,677 | $280 |
| Granted | 134,245 | 275 |
| Vested | (34,630) | 257 |
| Cancelled | (19,830) | 260 |
| Outstanding\tat\tDecember\t31,\t2010 | 196,462 | 283 |

The	total	fair	value	of	restricted	stock	that	vested	during	the	years	ended	December	31,	2010,	2009	and	2008,	was	$10.3	million,	$6.2	million	and	$2.5	million, respectively.

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	NASDAQ.	Compensation	expense	is	recognized	on	the	dates	of	purchase	for	the	discount	from	the	closing	price.	In	2010,	2009	and	2008,	a	total	of 4,371,	4,402	and	5,600	shares,	respectively,	of	Class	A	common	stock	were	issued	to	participating	employees.	These	shares	are	subject	to	a	six-month	holding	period. Annual	expense	of	$0.1	million	for	the	purchase	discount	was	recognized	in	2010,	2009	and	2008,	respectively.

Non-executive	directors	receive	an	annual	award	of	Class	A	common	stock	with	a	value	equal	to	$75,000.	Non-executive	directors	may	also	elect	to	receive	some	or	all of	the	cash	portion	of	their	annual	stipend,	up	to	$25,000,	in	shares	of	stock	based	on	the	closing	price	at	the	date	of	distribution.	As	a	result,	7,470,	11,674	and	5,509 shares	of	Class	A	common	stock	were	issued	to	non-executive	directors	during	2010,	2009	and	2008,	respectively.	These	shares	are	not	subject	to	any	vesting restrictions.	Expense	of	$2.4	million,	$2.5	million	and	$2.4	million	related	to	these	stock-based	payments	was	recognized	for	the	years	ended	December	31,	2010,	2009 and	2008,	respectively.

# 23.	ACCUMULATED	OTHER	COMPREHENSIVE	INCOME	(LOSS)

The	following	table	provides	a	summary	of	the	changes	in	accumulated	other	comprehensive	income	(loss)	for	the	years	presented,	net	of	tax:

|  | Net | Change | Actuarial | Foreign | Accumulated |
| :--- | :--- | :--- | :--- | :--- | :--- |
|  | Unrealized | In | Gain\t(Loss) | Currency | Other |
|  | Gain\t(Loss) | Derivative | on\tDefined | Translation | Comprehensive |
| (in\tmillions) | On\tSecurities | Instruments | Benefit\tPlans | Adjustment | Income\t(Loss) |
| Balance\tat\tDecember\t31,\t2007 | $0.3 | $— | $(4.2) | $0.8 | $(3.1) |
| Foreign\tcurrency\ttranslation\tadjustment | — | — | — | (95.7) | (95.7) |
| Net\tunrealized\tloss\ton\tsecurities | (25.3) | — | — | — | (25.3) |
| Net\tactuarial\tloss | — | — | (15.6) | — | (15.6) |
| Amortization\tof\tnet\tactuarial\tloss | — | — | 0.2 | — | 0.2 |
| Net\tunrealized\tloss\ton\tcash\tflow\thedge | — | (20.1) | — | — | (20.1) |
| Reclassification\tof\trealized\tgain\ton\tcash\tflow\thedge | — | (0.7) | — | — | (0.7) |
| Balance\tat\tDecember\t31,\t2008 | (25.0) | (20.8) | (19.6) | (94.9) | (160.3) |
| Foreign\tcurrency\ttranslation\tadjustment | — | — | — | 2.6 | 2.6 |
| Net\tunrealized\tgain\ton\tsecurities | 11.8 | — | — | — | 11.8 |
| Reclassification\tof\tsecurity\timpairment | 13.6 | — | — | — | 13.6 |
| Net\tactuarial\tloss | — | — | (1.6) | — | (1.6) |
| Amortization\tof\tnet\tactuarial\tloss | — | — | 0.2 | — | 0.2 |
| Net\tunrealized\tloss\ton\tcash\tflow\thedge | — | (5.2) | — | — | (5.2) |
| Reclassification\tof\trealized\tloss\ton\tcash\tflow\thedge | — | 12.7 | — | — | 12.7 |
| Balance\tat\tDecember\t31,\t2009 | 0.4 | (13.3) | (21.0) | (92.3) | (126.2) |
| Foreign\tcurrency\ttranslation\tadjustment | — | — | — | (0.5) | (0.5) |
| Net\tunrealized\tgain\ton\tsecurities | 6.0 | — | — | — | 6.0 |
| Reclassification\tof\tgain\ton\tsale\tof\tsecurity | (0.7) | — | — | — | (0.7) |
| Net\tactuarial\tgain | — | — | 4.5 | — | 4.5 |
| Amortization\tof\tnet\tactuarial\tloss | — | — | 1.3 | — | 1.3 |
| Net\tunrealized\tloss\ton\tcash\tflow\thedge | — | (5.8) | — | — | (5.8) |
| Ineffectiveness\ton\tcash\tflow\thedge | — | 5.2 | — | — | 5.2 |
| Reclassification\tof\trealized\tloss\ton\tcash\tflow\thedge | — | 12.1 | — | — | 12.1 |
| Balance\tat\tDecember\t31,\t2010 | $5.7 | $(1.8) | $(15.2) | $(92.8) | $(104.1) |

# 24.	FAIR	VALUE	MEASUREMENTS

The	company	uses	a	three-level	classification	hierarchy	of	fair	value	measurements	for	disclosure	purposes.

•Level	1	inputs,	which	are	considered	the	most	reliable	evidence	of	fair	value,	consist	of	quoted	prices	(unadjusted)	for	identical	assets	or	liabilities	in	active markets.

•Level	2	inputs	consist	of	observable	market	data,	other	than	level	1	inputs,	such	as	quoted	prices	for	similar	assets	and	liabilities	in	active	markets	or	inputs other	than	quoted	prices	that	are	directly	observable.

•Level	3	inputs	consist	of	unobservable	inputs	which	are	derived	and	cannot	be	corroborated	by	market	data	or	other	entity-specific	inputs.

In	general,	the	company	uses	quoted	prices	in	active	markets	for	identical	assets	to	determine	the	fair	value	of	marketable	securities	and	equity	investments.	Level	1 assets	generally	include	U.S.	Treasury	securities,

exchange-traded	mutual	funds	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	generally	consist	of	U.S.	Government	agency	securities,	municipal	bonds,	asset-backed	securities	and certain	corporate	bonds.	There	were	no	level	3	assets	that	were	valued	on	a	recurring	basis	as	of	December	31,	2010	and	2009.

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	level	2	marketable	securities	were	measured	at	fair	value	based	on	matrix	pricing	using prices	of	similar	securities	with	similar	inputs	such	as	maturity	dates,	interest	rates	and	credit	ratings.

Financial	assets	and	liabilities	recorded	in	the	consolidated	balance	sheet	as	of	December	31,	2010	and	2009	were	classified	in	their	entirety	based	on	the	lowest	level	of input	that	was	significant	to	each	asset	or	liability's	fair	value	measurement.

# Financial	Instruments	Measured	at	Fair	Value	on	a	Recurring	Basis:

| (in	millions) | Level	1 | Level	2 | Level	3 | Total |
| :--- | :--- | :--- | :--- | :--- |
| Assets\tat\tFair\tValue: |  |  |  |  |
| Marketable\tsecurities: |  |  |  |  |
| U.S.\tTreasury\tsecurities | $5.1 | $ — | $ — | $5.1 |
| Mutual\tfunds | 28.8 | \t — | \t — | \t 28.8 |
| Corporate\tbonds | \t — | 0.1 | \t — | 0.1 |
| Municipal\tbonds | \t — | 4.3 | \t — | 4.3 |
| Asset-backed\tsecurities | \t — | 2.1 | \t — | 2.1 |
| U.S.\tGovernment\tagency\tsecurities | \t — | 9.8 | \t — | 9.8 |
| Total | 33.9 | 16.3 | \t — | \t 50.2 |
| Equity\tinvestments | 46.0 | \t — | \t — | \t 46.0 |
| Total\tAssets\tat\tFair\tValue | $79.9 | $16.3 | $ — | $96.2 |
| Liabilities\tat\tFair\tValue: |  |  |  |  |
| Interest\trate\tswap\tcontracts | $ — | $11.8 | $ — | $11.8 |
| Total\tLiabilities\tat\tFair\tValue | $ — | $11.8 | $ — | $11.8 |

|  |  | At	December	31,	2009 | At	December	31,	2009 |  |
| :--- | :--- | :--- | :--- | :--- |
| (in\tmillions) | Level\t1 | Level\t2 | Level\t3 | Total |
| Assets\tat\tFair\tValue: |  |  |  |  |
| Marketable\tsecurities: |  |  |  |  |
| U.S.\tTreasury\tsecurities | $5.1 | $ — | $ — | $5.1 |
| Mutual\tfunds | 23.4 | \t — | \t — | 23.4 |
| Corporate\tbonds | \t — | 0.1 | \t — | 0.1 |
| Municipal\tbonds | \t — | 4.7 | \t — | 4.7 |
| Asset-backed\tsecurities | \t — | 3.4 | \t — | 3.4 |
| U.S.\tGovernment\tagency\tsecurities | \t — | 5.9 | \t — | 5.9 |
| Total | 28.5 | 14.1 | \t — | 42.6 |
| Equity\tinvestments | 66.2 | \t — | \t — | 66.2 |
| Total\tAssets\tat\tFair\tValue | $94.7 | $14.1 | $ — | $108.8 |
| Liabilities\tat\tFair\tValue: |  |  |  |  |
| Interest\trate\tswap\tcontracts | $ — | $26.3 | $ — | $26.3 |
| Total\tLiabilities\tat\tFair\tValue | $ — | $26.3 | $ — | $26.3 |

There	were	no	transfers	of	assets	or	liabilities	between	level	1	and	level	2	during	2010.	There	were	also	no	assets	or	liabilities	valued	at	fair	value	on	a	recurring	basis using	significant	unobservable	inputs	during	2010.

The	following	is	a	reconciliation	of	assets	and	liabilities	valued	at	fair	value	on	a	recurring	basis	using	significant	unobservable	inputs	(level	3)	during	2009.

| (in	millions) | Asset-<br>Backed<br>Security^(1) | of	CBOE<br>ERP<br>Liability |
| :--- | :--- | :--- |
| Fair\tvalue\tof\tassets\t(liabilities)\tat\tJanuary\t1,\t2009 | $1.5 | $(1.2) |
| Realized\tand\tunrealized\tgains\t(losses): |  |  |
| Included\tin\tnon-operating\tincome\t(expense) | 1.0 | 1.2 |
| Settlements | (2.5) | — |
| Fair\tvalue\tof\tassets\t(liabilities)\tat\tDecember\t31,\t2009 | $— | $— |
| Total\tunrealized\tgains\t(losses)\trelated\tto\tfinancial\tassets\tand\tliabilities\tin\tthe\tconsolidated\tbalance\tsheet\tat\tDecember\t31,\t2009 | $— | $— |

(1) This	asset-backed	security	was	transferred	from	the	securities	lending	program	investment	portfolio	to	the	marketable	securities	portfolio	during	June	2009.

During	2010,	the	company	recorded	impairment	charges	on	goodwill	and	a	trade	name	related	to	CMA.	The	fair	values	of	CMA's	goodwill	and	trade	name	were	derived using	discounted	cash	flow	models.	As	of	the	impairment	test	date,	the	fair	values	of	CMA's	goodwill	and	trade	name	were	$28.5	million	and	$0.9	million,	respectively. The	company	also	recorded	an	impairment	charge	on	its	investment	in	OneChicago,	LLC	during	2010.	At	the	impairment	test	date,	the	fair	value	of	the	investment	was estimated	to	be	zero	based	on	a	discounted	cash	flow	analysis.	During	2009,	CME	Group	revalued	its	investment	in	DME	to	fair	value	as	a	result	of	an	other-than- temporary	impairment.	The	fair	value	was	derived	using	a	discounted	cash	flow	model.	As	of	the	impairment	date,	the	fair	value	of	the	investment	in	DME	was	$6.3 million.	All	of	these	assets	were	measured	at	fair	value	on	a	non-recurring	basis	utilizing	level	3	inputs.

# 25.	EARNINGS	PER	SHARE

Basic	earnings	per	share	is	computed	by	dividing	net	income	attributable	to	CME	Group	by	the	weighted	average	number	of	shares	of	all	classes	of	common	stock outstanding	for	each	reporting	period.	Diluted	earnings	per	share	reflects	the	increase	in	shares	using	the	treasury	stock	method	to	reflect	the	impact	of	an	equivalent number	of	shares	of	common	stock	if	stock	options	were	exercised	and	restricted	stock	awards	were	converted	into	common	stock.	Outstanding	stock	options	and restricted	stock	awards	of	approximately	851,000	and	612,000	were	anti-dilutive	for	the	years	ended	December	31,	2010	and	2009,	respectively.	Outstanding	stock options	of	approximately	493,000	were	anti-dilutive	for	the	year	ended	December	31,	2008.	There	were	no	anti-dilutive	restricted	stock	awards	for	the	year	ended December	31,	2008.

The	company	does	not	use	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	adopt	the	two-class	method.

|  | 2010 | 2009 | 2008 |
| :--- | :--- | :--- | :--- |
| Net\tIncome\tAttributable\tto\tCME\tGroup\t(in\tmillions) | $951.4 | $825.8 | $715.5 |
| Weighted\tAverage\tCommon\tShares\tOutstanding\t(in\tthousands): |  |  |  |
| Basic | \t 66,299 | \t 66,366 | \t 58,738 |
| Effect\tof\tstock\toptions | 142 | 158 | 220 |
| Effect\tof\trestricted\tstock\tawards | 54 | 24 | 9 |
| Diluted | \t 66,495 | \t 66,548 | \t 58,967 |
| Earnings\tper\tCommon\tShare\tAttributable\tto\tCME\tGroup: |  |  |  |
| Basic | $14.35 | $12.44 | $12.18 |
| Diluted | 14.31 | 12.41 | 12.13 |

# 26.	QUARTERLY	INFORMATION	(UNAUDITED)

| (in	millions,	except	per	share	data) | First<br>Quarter | Second<br>Quarter | Third<br>Quarter | Fourth<br>Quarter | Total |
| :--- | :--- | :--- | :--- | :--- | :--- |
| Year\tEnded\tDecember\t31,\t2010: |  |  |  |  |  |
| Total\trevenues | $693.2 | $813.9 | $733.4 | $763.2 | $3,003.7 |
| Operating\tincome | \t 414.7 | \t 515.1 | \t 442.9 | \t 458.4 | \t 1,831.1 |
| Non-operating\tincome\t(expense) | (15.8) | (35.0) | (27.2) | (31.2) | (109.2) |
| Income\tbefore\tincome\ttaxes | \t 398.9 | \t 480.1 | \t 415.7 | \t 427.2 | \t 1,721.9 |
| Net\tincome\tattributable\tto\tCME\tGroup | \t 240.2 | \t 270.7 | \t 244.3 | \t 196.2 | 951.4 |
| Earnings\tper\tcommon\tshare\tattributable\tto\tCME\tGroup: |  |  |  |  |  |
| Basic | $3.63 | $4.13 | $3.67 | $2.94 | $14.35 |
| Diluted | 3.62 | 4.11 | 3.66 | 2.93 | 14.31 |
| Year\tEnded\tDecember\t31,\t2009: |  |  |  |  |  |
| Total\trevenues | $647.1 | $647.8 | $650.4 | $667.5 | $2,612.8 |
| Operating\tincome | \t 386.4 | \t 398.8 | \t 401.4 | \t 402.5 | \t 1,589.1 |
| Non-operating\tincome\t(expense) | (35.9) | (23.9) | (45.6) | (46.2) | (151.6) |
| Income\tbefore\tincome\ttaxes | \t 350.5 | \t 374.9 | \t 355.8 | \t 356.3 | \t 1,437.5 |
| Net\tincome\tattributable\tto\tCME\tGroup | \t 199.1 | \t 221.8 | \t 202.3 | \t 202.6 | 825.8 |
| Earnings\tper\tcommon\tshare\tattributable\tto\tCME\tGroup: |  |  |  |  |  |
| Basic | $3.00 | $3.34 | $3.05 | $3.05 | $12.44 |
| Diluted | 3.00 | 3.33 | 3.04 | 3.04 | 12.41 |

# 27.	SUBSEQUENT	EVENTS

The	company	has	evaluated	subsequent	events	through	the	date	the	financial	statements	were	issued.	The	company	has	determined	that	there	were	no	subsequent	events that	require	disclosure	except	the	following:

Effective	January	11,	2011,	CME	Group	terminated	the	$1.4	billion	senior	credit	facility	and	entered	into	a	new	$1.0	billion	multi-currency	revolving	senior	credit facility	with	various	financial	institutions.	As	part	of	the	termination	of	the	$1.4	billion	senior	credit	facility,	the	$420.5	million	term	loan	was	refinanced.	As	long	as	the company	is	not	in	default	under	the	new	senior	credit	facility,	the	company	has	the	option	to	increase	the	facility	from	time	to	time	by	an	aggregate	amount	of	up	to	$1.8 billion	with	the	consent	of	the	agent	and	lenders	providing	the	additional	funds.	The	new	senior	credit	facility	matures	in	January	2014	and	is	voluntarily	prepayable from	time	to	time	without	premium	or	penalty.

# ITEM	9. CHANGES	IN	AND	DISAGREEMENTS	WITH	ACCOUNTANTS	ON	ACCOUNTING	AND	FINANCIAL	DISCLOSURE

# ITEM	9A. CONTROLS	AND	PROCEDURES

# Evaluation	of	Disclosure	Controls	and	Procedures

Our	management,	with	the	participation	of	our	Chief	Executive	Officer	and	Chief	Financial	Officer,	has	evaluated	the	effectiveness	of	our	disclosure	controls	and procedures	(as	such	term	is	defined	in	Rules	13a-15(e)	and	15d-15(e)	under	the	Securities	Exchange	Act	of	1934,	as	amended	(Exchange	Act))	as	of	the	end	of	the	period covered	by	this	Annual	Report	on	Form	10-K.	Based	on	such	evaluation,	our	Chief	Executive	Officer	and	Chief	Financial	Officer	have	concluded	that,	as	of	the	end	of such	period,	our	disclosure	controls	and	procedures	are	effective.

# Management's	Annual	Report	on	Internal	Control	over	Financial	Reporting

Management	is	responsible	for	establishing	and	maintaining	adequate	internal	control	over	financial	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	financial	statements.

Management	assessed	the	effectiveness	of	the	Company's	internal	control	over	financial	reporting	as	of	December	31,	2010.	Management	based	its	assessment	on criteria	for	effective	internal	control	over	financial	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	financial	reporting	and	testing	the	operational effectiveness	of	our	internal	control	over	financial	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,	2010,	our	internal	control	over	financial	reporting	is	effective.	The	effectiveness	of	our	internal control	over	financial	reporting	as	of	December	31,	2010	has	been	audited	by	Ernst	&	Young	LLP,	an	independent	registered	public	accounting	firm,	as	stated	in	the following	report.

# REPORTS	OF	INDEPENDENT	REGISTERED	PUBLIC	ACCOUNTING	FIRM

# The	Board	of	Directors	and	Shareholders	of	CME	Group	Inc.

We	have	audited	the	accompanying	consolidated	balance	sheets	of	CME	Group	Inc.	and	its	subsidiaries	as	of	December	31,	2010	and	2009,	and	the	related	consolidated statements	of	income,	shareholders'	equity,	and	cash	flows	for	each	of	the	three	years	in	the	period	ended	December	31,	2010.	Our	audit	also	included	the	financial statement	schedule	listed	in	the	Index	at	Item	15(a).	These	financial	statements	are	the	responsibility	of	the	Company's	management.	Our	responsibility	is	to	express	an opinion	on	these	financial	statements	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	financial	statements	are	free	of	material	misstatement.	An	audit	includes	examining,	on	a	test	basis, evidence	supporting	the	amounts	and	disclosures	in	the	financial	statements.	An	audit	also	includes	assessing	the	accounting	principles	used	and	significant	estimates made	by	management,	as	well	as	evaluating	the	overall	financial	statement	presentation.	We	believe	that	our	audits	provide	a	reasonable	basis	for	our	opinion.

In	our	opinion,	the	financial	statements	referred	to	above	present	fairly,	in	all	material	respects,	the	consolidated	financial	position	of	CME	Group	Inc.	and	its subsidiaries	at	December	31,	2010	and	2009,	and	the	consolidated	results	of	their	operations	and	their	cash	flows	for	each	of	the	three	years	in	the	period	ended December	31,	2010,	in	conformity	with	U.S.	generally	accepted	accounting	principles.

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 financial	reporting	as	of	December	31,	2010,	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	28,	2011	expressed	an	unqualified	opinion	thereon.

Ernst	&	Young,	LLP

Chicago,	Illinois

We	have	audited	CME	Group	Inc.'s	internal	control	over	financial	reporting	as	of	December	31,	2010,	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	financial	reporting,	and	for	its	assessment	of	the	effectiveness	of	internal	control	over	financial	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	financial	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	financial	reporting	was	maintained	in	all	material	respects.	Our	audit included	obtaining	an	understanding	of	internal	control	over	financial	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	financial	reporting	is	a	process	designed	to	provide	reasonable	assurance	regarding	the	reliability	of	financial	reporting	and	the preparation	of	financial	statements	for	external	purposes	in	accordance	with	generally	accepted	accounting	principles.	A	company's	internal	control	over	financial reporting	includes	those	policies	and	procedures	that	(1)	pertain	to	the	maintenance	of	records	that,	in	reasonable	detail,	accurately	and	fairly	reflect	the	transactions	and dispositions	of	the	assets	of	the	company;	(2)	provide	reasonable	assurance	that	transactions	are	recorded	as	necessary	to	permit	preparation	of	financial	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	financial	statements.

Because	of	its	inherent	limitations,	internal	control	over	financial	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	financial	reporting	as	of	December	31,	2010,	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,	2010	and	2009	and	the	related	consolidated	statements	of	income,	shareholders'	equity,	and	cash	flows	for	each	of	the	three	years	in	the	period	ended December	31,	2010	of	CME	Group,	Inc.	and	our	report	dated	February	28,	2011	expressed	an	unqualified	opinion	thereon.

# Changes	in	Internal	Control	over	Financial	Reporting

As	required	by	Rule	13a-15(d)	under	the	Exchange	Act,	the	company's	management,	including	the	company's	Chief	Executive	Officer	and	Chief	Financial	Officer,	have evaluated	the	company's	internal	control	over	financial	reporting	(as	such	term	is	defined	in	Rules	13a-15(f)	and	15d-15(f)	under	the	Exchange	Act)	to	determine whether	any	changes	occurred	during	the	fourth	quarter	of	2010	that	have	materially	affected,	or	are	reasonably	likely	to	materially	affect,	the	company's	internal	control over	financial	reporting.	There	were	no	changes	in	the	company's	internal	control	over	financial	reporting	during	the	period	covered	by	this	report	that	have	materially affected,	or	are	reasonably	likely	to	materially	affect,	internal	control	over	financial	reporting.

# ITEM	9B. OTHER	INFORMATION

# PART	III

# ITEM	10. DIRECTORS,	EXECUTIVE	OFFICERS	AND	CORPORATE	GOVERNANCE

The	information	required	by	this	Item	is	included	in	CME	Group's	Proxy	Statement	under	the	headings	"Composition	of	the	Board,"	"Director	Qualifications	and	Equity Director	Nomination	Process,"	"Section	16(a)	Beneficial	Ownership	Reporting	Compliance"	and	"Meetings	of	Our	Board	and	Board	Committees—Audit	Committee," and	is	incorporated	herein	by	reference,	pursuant	to	General	Instruction	G(3).

We	have	adopted	a	written	code	of	conduct	applicable	to	all	of	our	employees,	including	our	Chief	Executive	Officer,	Chief	Financial	Officer,	Chief	Accounting	Officer and	other	senior	financial	officers.	In	accordance	with	SEC	rules	and	regulations,	our	Code	of	Conduct	is	available	on	our	Web	site	at	www.cmegroup.com	under	the "Investor	Relations—Corporate	Governance"	link.	We	intend	to	disclose	promptly	on	our	Web	site	any	substantive	amendments	to	our	Code	of	Conduct	and,	in accordance	with	the	listing	requirements	of	the	NASDAQ,	any	waivers	granted	to	our	executive	officers	or	Board	members	will	be	promptly	disclosed	on	a	Current Report	on	Form	8-K.	You	may	also	obtain	a	copy	of	our	Code	of	Conduct	by	following	the	instructions	in	the	section	of	this	Annual	Report	on	Form	10-K	entitled	"Item 1.	Business—Available	Information."

# ITEM	11. EXECUTIVE	COMPENSATION

The	information	required	by	this	Item	is	included	in	CME	Group's	Proxy	Statement	under	the	headings	"Compensation	Discussion	and	Analysis,"	"Executive Compensation,"	"Director	Compensation,"	"Compensation	Committee	Matters—Are	there	any	Compensation	Committee	interlocks	or	insider	participation?"	and "Compensation	Committee	Report"	and	is	incorporated	herein	by	reference,	pursuant	to	General	Instruction	G(3);	provided,	however,	that	the	Compensation	Committee Report	contained	in	the	Proxy	Statement	is	not	incorporated	herein	by	reference.

# ITEM	12. SECURITY	OWNERSHIP	OF	CERTAIN	BENEFICIAL	OWNERS	AND	MANAGEMENT	AND	RELATED	SHAREHOLDER	MATTERS

The	information	required	by	this	Item	relating	to	the	security	ownership	of	certain	beneficial	owners	and	management	is	included	in	CME	Group's	Proxy	Statement under	the	headings	"Security	Ownership	of	CME	Group	Common	Stock"	and	is	incorporated	herein	by	reference,	pursuant	to	General	Instruction	G(3).

# Equity	Compensation	Plan	Information

We	currently	have	the	following	equity	compensation	plans:	CME	Group	Inc.	Amended	and	Restated	Omnibus	Stock	Plan,	the	CME	Group	Inc.	2005	Director	Stock Plan,	Chicago	Mercantile	Exchange	Holdings	Inc.	Amended	and	Restated	Employee	Stock	Purchase	Plan,	Amended	and	Restated	CBOT	Holdings,	Inc.	2005	Long- Term	Equity	Plan	and	the	Amended	and	Restated	NYMEX	Holdings,	Inc.	2006	Omnibus	Stock	Plan.	A	description	of	each	of	these	plans	and	the	number	of	shares authorized	and	available	for	future	awards	is	included	in	note	22	of	the	notes	to	consolidated	financial	statements	of	CME	Group	Inc.	and	subsidiaries.	In	connection with	our	receipt	of	shareholder	approval	to	increase	the	authorized	shares	under	our	Omnibus	Stock	Plan	and	our	Director	Stock	Plan,	we	agreed	not	to	issue	future awards	under	the	CBOT	Holdings	and	NYMEX	plans.

Prior	to	our	holding	company	reorganization	in	2001,	CME	issued	options	under	the	Chicago	Mercantile	Exchange	Omnibus	Stock	Plan,	which	was	not	approved	by CME	shareholders.	In	connection	with	our	holding	company	reorganization,	CME,	as	the	sole	shareholder	of	CME	Holdings,	approved	the	assumption	by	CME Holdings	of	the	Omnibus	Stock	Plan.	After	the	reorganization,	the	plan	was	amended	and	restated	as	the	Chicago	Mercantile	Exchange	Holdings	Inc.	Amended	and Restated	Omnibus	Stock	Plan.	Options	issued	prior	to	the	sole	shareholder	approval	are	listed	in	the	table	below	as	being	made	under	an	equity	compensation	plan	not approved	by	security	holders,	and	options	issued	after	such	time	are	listed	below	as	being	made	under	an	equity

compensation	plan	approved	by	security	holders.	The	Employee	Stock	Purchase	Plan	and	the	2005	Director	Stock	Plan	were	approved	by	shareholders	at	our	2005 annual	meeting	of	shareholders.	In	connection	with	our	mergers	with	CBOT	Holdings	and	NYMEX	Holdings,	we	assumed	their	existing	equity	plans.	The	shares relating	to	the	CBOT	Holdings	and	NYMEX	Holdings	plans	are	listed	in	the	table	below	as	being	made	under	an	equity	compensation	plan	approved	by	security	holders based	upon	the	fact	that	shareholders	of	the	Company	approved	the	related	merger	transactions.

| Plan	category | Number	of	Securities<br>to	be	Issued	Upon<br>Exercise	of<br>Outstanding<br>Options	(a) | Weighted-Average<br>Exercise	Price	of<br>Outstanding	Options	(b) | Future	Issuance<br>Under	Equity<br>Compensation	Plans<br>(excluding	securities<br>reflected	in	column	(a))(c) |
| :--- | :--- | :--- | :--- |
| Equity\tcompensation\tplans\tapproved\tby\tsecurity |  |  |  |
| holders | 1,211,143 | $308.10 | 5,156,223 |
| Equity\tcompensation\tplans\tnot\tapproved\tby\tsecurity |  |  |  |
| holders | 5,978 | 22.00 | — |
| Total | 1,217,121 |  | 5,156,223 |

# ITEM	13. CERTAIN	RELATIONSHIPS,	RELATED	TRANSACTIONS	AND	DIRECTOR	INDEPENDENCE

The	information	required	by	this	Item	is	included	in	CME	Group's	Proxy	Statement	under	the	heading	"Certain	Business	Relationships	with	Related	Parties"	and "Corporate	Governance—Director	Independence"	and	is	incorporated	herein	by	reference,	pursuant	to	General	Instruction	G(3).

# ITEM	14. PRINCIPAL	ACCOUNTANT	FEES	AND	SERVICES

The	information	required	by	this	Item	is	included	in	CME	Group's	Proxy	Statement	under	the	heading	"Audit	Committee	Disclosures—Principal	Accountant	Fees	and Services"	and	"Audit	Committee	Disclosures—Audit	Committee	Policy	for	Approval	of	Audit	and	Permitted	Non-Audit	Services"	and	is	incorporated	herein	by reference,	pursuant	to	General	Instruction	G(3).

# PART	IV

# ITEM	15. EXHIBITS	AND	FINANCIAL	STATEMENT	SCHEDULES

# (a)	Financial	Statements,	Financial	Statement	Schedules	and	Exhibits

# (1)	Financial	Statements

The	following	Consolidated	Financial	Statements	and	related	Notes,	together	with	the	Reports	of	Independent	Registered	Public	Accounting	Firm	with	respect	thereto, included	within	Item	8	are	hereby	incorporated	by	reference:

Consolidated	Balance	Sheets	at	December	31,	2010	and	2009

Consolidated	Statements	of	Income	for	the	Years	Ended	December	31,	2010,	2009	and	2008

Consolidated	Statements	of	Shareholders'	Equity	for	the	Years	Ended	December	31,	2010,	2009	and	2008

Consolidated	Statements	of	Cash	Flows	for	the	Years	Ended	December	31,	2010,	2009	and	2008

# (2)	Financial	Statement	Schedules

The	following	Financial	Statement	Schedule	is	filed	as	part	of	this	Annual	Report	on	Form	10-K:

# Schedule	II—Valuation	and	Qualifying	Accounts

(dollars	in	millions)

|  | Balance	at<br>beginning<br>of	year | Charged<br>against<br>goodwill | Charged<br>(credited)	to<br>costs	and<br>expenses | Foreign<br>currency<br>translation<br>adjustment | Other^(1) | Balance<br>at	end<br>of	year |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| Year\tended\tDecember\t31,\t2010: |  |  |  |  |  |  |
| Allowance\tfor\tdoubtful\taccounts | $1.9 | $— | $0.2 | $— | $(0.5) | $1.6 |
| Allowance\tfor\tdeferred\ttax\tassets | 264.4 | — | (6.1) | — | 0.1 | \t 258.4 |
| Year\tended\tDecember\t31,\t2009: |  |  |  |  |  |  |
| Allowance\tfor\tdoubtful\taccounts | $1.8 | $— | $1.4 | $— | $(1.3) | $1.9 |
| Allowance\tfor\tdeferred\ttax\tassets | 168.3 | 24.5 | 71.6 | — | — | \t 264.4 |
| Year\tended\tDecember\t31,\t2008: |  |  |  |  |  |  |
| Allowance\tfor\tdoubtful\taccounts | $1.4 | $1.2 | $(0.3) | $— | $(0.5) | $1.8 |
| Allowance\tfor\tdeferred\ttax\tassets | 11.2 | — | 101.3 | 55.8 | — | \t 168.3 |

(1) Includes	write-offs	of	doubtful	accounts

All	other	schedules	have	been	omitted	because	the	information	required	to	be	set	forth	in	those	schedules	is	not	applicable	or	is	shown	in	the	consolidated	financial statements	or	notes	thereto.

(3) Exhibits

See	(b)	Exhibits	below

# (b)	Exhibits

# 4. Instruments	Defining	the	Rights	of	Security	Holders

4.1 Rights	Agreement,	dated	as	of	November	30,	2001,	between	Chicago	Mercantile	Exchange	Holdings	Inc.	and	Mellon	Investor	Services	LLC (incorporated	by	reference	to	Exhibit	4.1	to	Chicago	Mercantile	Exchange	Holdings	Inc.'s	Form	8-A,	filed	with	the	SEC	on	December	4,	2001, File	No.	000-33379);	Amendment,	dated	as	of	November	13,	2002	(incorporated	by	reference	to	Exhibit	5	to	Chicago	Mercantile	Exchange Holdings	Inc.'s	Form	8-A,	filed	with	the	SEC	on	November	29,	2002,	File	No.	001-31553);	Amendment,	dated	October	26,	2005,	(incorporated by	reference	to	Exhibit	4.1	to	Chicago	Mercantile	Exchange	Holdings	Inc.'s	Form	8-K	filed	with	the	SEC	on	October	27,	2005,	File	No.	001- 31553).

* Filed	herewith.

(1) Management	contract	or	compensatory	plan	or	arrangement.

(2) Confidential	treatment	pursuant	to	Rule	406	of	the	Securities	Act	has	been	previously	granted	by	the	SEC	for	portions	of	this	exhibit.

# SIGNATURES

Pursuant	to	the	requirements	of	Section	13	or	15(d)	of	the	Securities	Exchange	Act	of	1934,	the	registrant	has	duly	caused	this	report	to	be	signed	on	its	behalf by	the	undersigned,	thereunto	duly	authorized,	in	the	City	of	Chicago	and	State	of	Illinois	on	the	28th	day	of	February,	2011.

Charles	P.	Carey

James	E.	Parisi

James	V.	Pieper

Leo	Melamed

/S/				JEFFREY	M.	BERNACCHI Jeffrey	M.	Bernacchi

/S/				TIMOTHY	S.	BITSBERGER Timothy	S.	Bitsberger

/S/				DENNIS	H.	CHOOKASZIAN Dennis	H.	Chookaszian

/S/				JACKIE	CLEGG Jackie	Clegg

/S/				ROBERT	F.	CORVINO Robert	F.	Corvino

/S/				JAMES	A.	DONALDSON James	A.	Donaldson

/S/				MARTIN	J.	GEPSMAN Martin	J.	Gepsman

Executive	Chairman	of	the	Board	and	Director

Vice	Chairman	of	the	Board	and	Director

Chief	Executive	Officer	and	Director

Managing	Director	and	Chief	Financial	Officer

Managing	Director	and	Chief	Accounting	Officer

Chairman	Emeritus	and	Director

Director

Director Director

# Larry	G.	Gerdes

Daniel	R.	Glickman

/S/				J.	DENNIS	HASTERT J.	Dennis	Hastert Director

/S/				BRUCE	F.	JOHNSON Bruce	F.	Johnson Director

/S/				PATRICK	B.	LYNCH Patrick	B.	Lynch

/S/				WILLIAM	P.	MILLER	II William	P.	Miller	II Director

/S/				JOHN	L.	PIETRZAK John	L.	Pietrzak

/S/				ALEX	J.	POLLOCK Alex	J.	Pollock

/S/				JOHN	F.	SANDNER John	F.	Sandner

/S/				TERRY	L.	SAVAGE Terry	L.	Savage

/S/				WILLIAM	R.	SHEPARD William	R.	Shepard

/S/				HOWARD	J.	SIEGEL Howard	J.	Siegel

/S/				CHRISTOPHER	STEWART Christopher	Stewart

/S/				DENNIS	A.	SUSKIND Dennis	A.	Suskind

/S/				DAVID	J.	WESCOTT David	J.	Wescott



Question: assuming all options in the compensation plans approved by security holders were exercised , what would be the deemed proceeds to the company?
Answer: 373153150