<PAGE>

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                            ------------------------

                                   FORM 10-K

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

                  FOR THE FISCAL YEAR ENDED DECEMBER 31, 2001

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

                  FOR THE TRANSITION PERIOD FROM           TO

                            ------------------------

                              NYMEX HOLDINGS, INC.

<Table>
<S>                                <C>                                <C>
             DELAWARE                          333-30332                          13-4098266
     (STATE OF INCORPORATION)           (COMMISSION FILE NUMBER)                 (I.R.S. ID.)
</Table>

                              ONE NORTH END AVENUE
                             WORLD FINANCIAL CENTER
                         NEW YORK, NEW YORK 10282-1101
                                 (212) 299-2000

                            ------------------------

          SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
                                      NONE

          SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
                                  COMMON STOCK

                            ------------------------

     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 if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K 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. [X]

     The number of shares of NYMEX Holdings, Inc. Capital Stock outstanding as
of February 27, 2002 was 816. The aggregate market value of NYMEX Holdings, Inc.
Capital Stock held by stockholders of NYMEX Holdings, Inc., as of February 27,
2002 was $714,000,000 based upon the average of the bid and ask price for a
NYMEX Holdings, Inc. share as of February 27, 2002.

<Table>
<Caption>
           DOCUMENTS OF WHICH PORTIONS                    PARTS OF FORM 10-K INTO WHICH PORTION
          ARE INCORPORATED BY REFERENCE                       OF DOCUMENTS ARE INCORPORATED
          -----------------------------                   -------------------------------------
<S>                                                 <C>
Proxy Statement for NYMEX Holdings' March 19, 2002                         III
  Annual Meeting of Stockholders
</Table>

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>

                               TABLE OF CONTENTS

<Table>
<S>           <C>                                                             <C>
                                       PART I
ITEM 1.       Business....................................................         2
ITEM 2.       Properties..................................................        10
ITEM 3.       Legal Proceedings...........................................        10
ITEM 4.       Submission of Matters to a Vote.............................        11
                                      PART II

ITEM 5.       Market for Registrant's Common Equity and Related
              Stockholder Matters.........................................        12
ITEM 6.       Selected Financial Data.....................................        12
ITEM 7.       Management's Discussion and Analysis of Consolidated Results
              of Operations and Financial Condition.......................        14
ITEM 7A.      Quantitative and Qualitative Disclosures About Market
              Risk........................................................        24
ITEM 8.       Financial Statements and Supplementary Data.................        25
ITEM 9.       Changes in and Disagreements With Accountants on Accounting
              and Financial Disclosure....................................        25

                                      PART III
ITEM 10.      Directors and Executive Officers of the Registrant and the
              Exchange....................................................        26
ITEM 11.      Executive Officer Compensation..............................        29
ITEM 12.      Security Ownership of Certain Beneficial Owners and
              Management..................................................        29
ITEM 13.      Certain Relationships and Related Transactions..............        29

                                      PART IV
ITEM 14.      Exhibits, Financial Statement Schedule and Reports on Form
              8-K.........................................................        31
              Signatures..................................................        33
              Index to Financial Information..............................       F-2
              Management's Responsibility for Financial Statements........       F-3
              Independent Auditors' Reports...............................    F-4, 5
</Table>
<PAGE>

                                     PART I

ITEM 1.  BUSINESS.

Forward-Looking Information -- Safe Harbor Statement

     Certain information in this report (other than historical data and
information) constitutes forward-looking statements regarding events and trends
which may affect the Company's future operating results and financial position.
The words "estimate," "expect," "intend" and "project," as well as other words
or expressions of similar meaning, are intended to identify forward-looking
statements. Readers are cautioned not to place undue reliance on forward-looking
statements, which speak only as of the date of this annual report on Form 10-K.
These statements are based on current expectations. Assumptions are inherently
uncertain and are subject to risks which should be viewed with caution. Actual
results and experience may differ materially from forward-looking statements as
a result of many factors, including: changes in general economic and industry
conditions in various markets in which the Company's contracts are traded,
increased competitive activity, fluctuations in prices of the underlying
commodities as well as for trading floor supplies, pit cards and expenses
related to trading and clearing contracts, the ability to control costs and
expenses, and other unanticipated events and conditions. It is not possible to
foresee or identify all such factors. The Company assumes no obligation to
update publicly any forward-looking statements.

Overview

     Throughout this document NYMEX Holdings, Inc., will be referred to as NYMEX
Holdings and, together with its subsidiaries, as the "Company." The two
principal operating subsidiaries of NYMEX Holdings are New York Mercantile
Exchange, Inc., ("NYMEX Exchange" or "NYMEX Division"), and Commodity Exchange
Inc. ("COMEX" or "COMEX Division"), which is a wholly-owned subsidiary of NYMEX
Exchange. Where appropriate, each division will be discussed separately and
collectively will be discussed as the "Exchange."

     Since its founding 130 years ago, the Exchange has evolved into a major
provider of financial services to the energy and metals industries. A core
component of the business is the revenue derived from the Exchange's trading
facilities and from providing clearing and settlement services to a wide range
of participants in these industries. A significant amount of revenue is also
derived from the selling of market data. NYMEX Exchange is the largest exchange
in the world for the trading of energy futures and options contracts, including
contracts for crude oil, unleaded gasoline, heating oil and natural gas and is
the largest exchange in North America for the trading of platinum group metals
contracts. COMEX is the largest marketplace for gold and silver futures and
options contracts, and is the largest exchange in North America for futures and
options contracts for copper and aluminum. Participants in the Exchange's
markets include a wide variety of customers involved in the production,
consumption and trading of energy and metals products. Market participants use
the Exchange for both hedging and speculative purposes.

Description of Business

     NYMEX Exchange's predecessor, the New York Mercantile Exchange, was
established in 1872 as the Butter and Cheese Exchange of New York to provide an
organized forum for the trading of dairy products. Within a few years, the egg
trade became an important part of the business and the name of the Exchange was
changed to the Butter, Cheese and Egg Exchange of the City of New York. In order
to attract traders of groceries, dried fruits, canned goods and poultry, the
name was changed to New York Mercantile Exchange in 1882.

     Energy futures trading was first established with the introduction of the
heating oil contract in 1978, the world's first successful energy futures
contract. Between 1981 and 1996, contracts followed for gasoline, crude oil,
natural gas, propane, and electricity. The platinum futures contract is the
world's longest continuously traded precious metals futures contract, and was
the first industrial commodity traded on the NYMEX Division. It is considered
one of the world's most valuable industrial metals. Palladium futures, the only
domestically exchange-traded instrument for that metal, were launched in 1968.

                                        2
<PAGE>

     COMEX was founded in 1933 from the combination of four futures markets; the
National Metal Exchange, the Rubber Exchange of New York, the National Raw Silk
Exchange, and the New York Hide Exchange. It initially traded six commodities:
copper, hides, rubber, silk, silver and tin. In August 1994, with the
acquisition of COMEX, the Exchange enhanced its status as the world's largest
physical commodity futures exchange.

     The Company's principal offices are located at One North End Avenue, World
Financial Center, New York, NY 10282. Its telephone number is (212) 299-2000.

  Corporate Reorganization

     On November 17, 2000, the New York Mercantile Exchange (1) converted from a
New York not-for-profit membership association into a Delaware for-profit stock
corporation and (2) became a subsidiary of NYMEX Holdings, Inc., a Delaware
corporation, as a result of a merger. In the transaction, each NYMEX Division
membership was converted into one Class A membership in NYMEX Exchange and one
share of common stock of NYMEX Holdings. NYMEX Holdings holds the sole
outstanding Class B membership in NYMEX Exchange.

Principal Products

  NYMEX Division

     NYMEX Exchange is the leading commodity exchange for trading energy futures
and options contracts, including contracts for crude oil, heating oil, unleaded
gasoline, propane, and natural gas and is a leading exchange for trading
platinum group metals futures and options, including contracts for platinum and
palladium. The complex of electricity contracts was de-listed in 2002; however,
the Company expects to reevaluate product design with a view towards trading
additional electricity contracts in the future.

     The aggregate trading volume in crude oil contributed 32%, 30%, and 31% of
the Company's total consolidated revenues for the years ended December 31, 2001,
2000, and 1999, respectively. The aggregate trading volume in natural gas
contributed 16%, 16%, and 15% of the Company's total consolidated revenues for
the years ended December 31, 2001, 2000, and 1999, respectively.

  COMEX Division

     The COMEX Division provides futures and options trading of precious metals
including gold and silver, as well as base metals including copper and aluminum
contracts. FTSE Eurotop 100(R) stock index futures and options contracts, and
FTSE Eurotop 300(R) stock index futures contracts were delisted in 2002. The
Company's gold and silver futures and options contracts are the world's
principal exchange-traded instruments for these commodities.

     The following is a list of the contracts traded and open interest in those
contracts on both the NYMEX Division and COMEX Division for the last five years:

                                        3
<PAGE>

                        NYMEX DIVISION CONTRACTS TRADED
<Table>
<Caption>
                                1997                      1998                      1999                      2000
                       -----------------------   -----------------------   -----------------------   -----------------------
                        FUTURES      OPTIONS      FUTURES      OPTIONS      FUTURES      OPTIONS      FUTURES      OPTIONS
                       ----------   ----------   ----------   ----------   ----------   ----------   ----------   ----------
<S>                    <C>          <C>          <C>          <C>          <C>          <C>          <C>          <C>
Light Sweet Crude
  Oil................  24,771,375    5,790,333   30,495,647    7,448,095   37,860,064    8,161,976   36,882,692    7,460,052
Brent Crude Oil......         N/A          N/A          N/A          N/A          N/A          N/A          N/A          N/A
Henry Hub Natural
  Gas................  11,923,628    2,079,607   15,978,286    3,115,765   19,165,096    3,849,454   17,875,013    5,335,800
N.Y. Heating Oil.....   8,370,964    1,147,034    8,863,764      669,725    9,200,703      695,558    9,631,376    1,385,968
New York Harbor
  Unleaded
  Gasoline...........   7,475,145    1,033,778    7,992,269      730,421    8,701,216      600,009    8,645,182    1,012,460
Central Appalachian
  "Capp" Coal........         N/A          N/A          N/A          N/A          N/A          N/A          N/A          N/A
Platinum.............     698,597       31,139      528,269       14,183      567,268       11,146      320,924        7,065
Palladium............     238,716          N/A      131,250          N/A       75,394          N/A       50,766          N/A
California-Oregon
  Border
  Electricity........     120,896       13,495      128,423       19,989       52,032        3,761        7,060            0
Palo Verde
  Electricity........     155,977       19,328      139,738       28,597       51,852        4,419       21,477            0
Heating Oil-Crude Oil
  Spread Options.....         N/A       18,657          N/A       36,615          N/A       46,482          N/A       42,363
Gasoline-Crude Oil
  Spread Options.....         N/A       41,867          N/A       22,575          N/A       46,281          N/A       16,348
Propane..............      40,255          N/A       43,868          N/A       37,544          N/A       26,075          N/A
Cinergy
  Electricity........         N/A          N/A       48,483        2,597       34,367        1,419          461            0
Entergy
  Electricity........         N/A          N/A       42,580        1,855       20,528          105           34            0
PJM Electricity......         N/A          N/A          N/A          N/A        3,254          N/A          188          N/A
Mid-Columbia
  Electricity........         N/A          N/A          N/A          N/A          N/A          N/A          N/A          N/A
Permian Basin Natural
  Gas................          15            0            0            0            0          N/A            0          N/A
Alberta Natural
  Gas................         110            0            0            0            0          N/A            0          N/A
Middle East Sour
  Crude Oil..........           0          N/A            1          N/A            0          N/A           25          N/A
Gulf Coast Unleaded
  Gasoline...........           0          N/A            0          N/A            0          N/A            0          N/A
                       ----------   ----------   ----------   ----------   ----------   ----------   ----------   ----------
    Total............  53,795,678   10,175,238   64,392,578   12,090,417   75,769,318   13,420,610   73,461,273   15,260,056
                       ==========   ==========   ==========   ==========   ==========   ==========   ==========   ==========

<Caption>
                                2001
                       -----------------------
                        FUTURES      OPTIONS
                       ----------   ----------
<S>                    <C>          <C>
Light Sweet Crude
  Oil................  37,530,568    7,726,076
Brent Crude Oil......      49,565          741
Henry Hub Natural
  Gas................  16,468,355    5,974,240
N.Y. Heating Oil.....   9,264,472      704,972
New York Harbor
  Unleaded
  Gasoline...........   9,223,510    1,040,030
Central Appalachian
  "Capp" Coal........       2,209          N/A
Platinum.............     205,969        1,813
Palladium............      25,925          N/A
California-Oregon
  Border
  Electricity........           2            0
Palo Verde
  Electricity........         109            0
Heating Oil-Crude Oil
  Spread Options.....         N/A       13,014
Gasoline-Crude Oil
  Spread Options.....         N/A       14,992
Propane..............      10,566          N/A
Cinergy
  Electricity........           0            0
Entergy
  Electricity........           0            0
PJM Electricity......           0            0
Mid-Columbia
  Electricity........          75          N/A
Permian Basin Natural
  Gas................           0            0
Alberta Natural
  Gas................           0            0
Middle East Sour
  Crude Oil..........         N/A          N/A
Gulf Coast Unleaded
  Gasoline...........           0            0
                       ----------   ----------
    Total............  72,781,325   15,475,878
                       ==========   ==========
</Table>

---------------

"N/A" means contract was either not in existence at the time or was declared
dormant and therefore not available for trading.

"0" means contract was available for trading but no trades were executed.

                                        4
<PAGE>

                         NYMEX DIVISION OPEN INTEREST*

<Table>
<Caption>
                      DECEMBER 31, 1997    DECEMBER 31, 1998     DECEMBER 31, 1999     DECEMBER 31, 2000      DECEMBER 31, 2001
                      -----------------   -------------------   -------------------   -------------------   ---------------------
                      FUTURES   OPTIONS    FUTURES    OPTIONS   FUTURES    OPTIONS    FUTURES    OPTIONS     FUTURES     OPTIONS
                      -------   -------   ---------   -------   -------   ---------   -------   ---------   ---------   ---------
<S>                   <C>       <C>       <C>         <C>       <C>       <C>         <C>       <C>         <C>         <C>
Light Sweet Crude
 Oil................  413,045   363,639     483,327   420,962   501,819     557,221   407,646     532,965     419,109     691,692
Brent Crude Oil.....      N/A       N/A         N/A       N/A       N/A         N/A       N/A         N/A       1,069          50
Henry Hub Natural
 Gas................  186,815   221,849     222,576   242,379   246,629     369,520   353,093     513,901     404,027     766,544
N.Y. Heating Oil....  152,476    86,415     176,361    66,632   135,259      58,593   124,664     147,976     150,063      66,188
New York Harbor
 Unleaded
 Gasoline...........  100,742    25,965     100,465    26,859    89,804      45,854    90,242      38,791     120,738      35,132
Central Appalachian
 "Capp" Coal........      N/A       N/A         N/A       N/A       N/A         N/A       N/A         N/A         199         N/A
Platinum............   10,983     1,141      11,543       413    11,953         326     8,429         305       6,363           3
Palladium...........    3,565       N/A       2,861       N/A     2,869         N/A     1,848         N/A       1,273         N/A
California-Oregon
 Border
 Electricity........    5,336     2,904       2,401       268     1,974           1         0           0           0           0
Palo Verde
 Electricity........    4,515     2,191       1,537        10     1,769           0        73           0           0           0
Heating Oil-Crude
 Oil Spread
 Options............      N/A     1,998         N/A     4,845       N/A       5,235       N/A       4,488         N/A         673
Gasoline-Crude Oil
 Spread Options.....      N/A     2,521         N/A       977       N/A       1,411       N/A       1,625         N/A       1,000
Propane.............    2,019       N/A       4,068       N/A     2,408         N/A       907         N/A         473         N/A
Cinergy
 Electricity........      N/A       N/A       2,087     1,490       193           0        25           0           0           0
Entergy
 Electricity........      N/A       N/A       2,653        50        25           0         0           0           0           0
PJM Electricity.....      N/A       N/A         N/A       N/A       372         N/A         0         N/A           0           0
Mid-Columbia
 Electricity........      N/A       N/A         N/A       N/A       N/A         N/A       N/A         N/A           0         N/A
Permian Basin
 Natural Gas........        0         0           0         0         0         N/A         0         N/A           0           0
Alberta Natural
 Gas................        0         0           0         0         0         N/A         0         N/A           0           0
Middle East Sour
 Crude Oil..........        0       N/A           0       N/A         0         N/A         0         N/A         N/A         N/A
Gulf Coast Unleaded
 Gasoline...........        0       N/A           0       N/A         0         N/A         0         N/A           0           0
                      -------   -------   ---------   -------   -------   ---------   -------   ---------   ---------   ---------
       Total........  879,496   708,623   1,009,879   764,885   995,074   1,038,161   986,927   1,240,051   1,103,314   1,561,282
                      =======   =======   =========   =======   =======   =========   =======   =========   =========   =========
</Table>

     "N/A" means contract was either not in existence at the time or was
declared dormant and therefore not available for trading.

     "0" means contract was available for trading but no trades were executed.

     * Open Interest as recorded on the last business day of the years 1997 to
2001.

                        COMEX DIVISION CONTRACTS TRADED
<Table>
<Caption>
                               1997                     1998                     1999                     2000
                      ----------------------   ----------------------   ----------------------   ----------------------
                       FUTURES      OPTIONS     FUTURES      OPTIONS     FUTURES      OPTIONS     FUTURES      OPTIONS
                      ----------   ---------   ----------   ---------   ----------   ---------   ----------   ---------
<S>                   <C>          <C>         <C>          <C>         <C>          <C>         <C>          <C>
Gold................   9,541,904   2,064,883    8,990,094   1,945,366    9,575,788   2,815,831    6,643,464   2,083,414
Silver..............   4,893,520     842,923    4,094,616     818,053    4,157,500     725,885    3,117,017     579,085
High Grade Copper...   2,356,170     133,603    2,483,610     153,332    2,852,962     160,857    2,778,124      65,043
Aluminum............         N/A         N/A          N/A         N/A       27,978         642       46,099           0
FTSE Eurotop 100(R)
 Index..............      47,427           0       50,619           0       25,181           0        4,800           0
FTSE Eurotop 300(R)
 Index..............         N/A         N/A          N/A         N/A        6,279         N/A       36,863         N/A
                      ----------   ---------   ----------   ---------   ----------   ---------   ----------   ---------
       Total........  16,839,021   3,041,409   15,618,939   2,916,751   16,645,688   3,703,215   12,626,367   2,727,542
                      ==========   =========   ==========   =========   ==========   =========   ==========   =========

<Caption>
                               2001
                      ----------------------
                       FUTURES      OPTIONS
                      ----------   ---------
<S>                   <C>          <C>
Gold................   6,785,340   1,975,019
Silver..............   2,569,198     483,386
High Grade Copper...   2,856,641      50,826
Aluminum............      43,089           0
FTSE Eurotop 100(R)
 Index..............         976           0
FTSE Eurotop 300(R)
 Index..............       3,415         N/A
                      ----------   ---------
       Total........  12,258,659   2,509,231
                      ==========   =========
</Table>

     "N/A" means contract was either not in existence at the time or was
declared dormant and therefore not available for trading.

     "0" means contract was available for trading but no trades were executed.

                                        5
<PAGE>

                         COMEX DIVISION OPEN INTEREST*

<Table>
<Caption>
                      DECEMBER 31, 1997   DECEMBER 31, 1998   DECEMBER 31, 1999   DECEMBER 31, 2000     DECEMBER 2001
                      -----------------   -----------------   -----------------   -----------------   -----------------
                      FUTURES   OPTIONS   FUTURES   OPTIONS   FUTURES   OPTIONS   FUTURES   OPTIONS   FUTURES   OPTIONS
                      -------   -------   -------   -------   -------   -------   -------   -------   -------   -------
<S>                   <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>
Gold................  177,770   404,403   162,912   432,256   155,914   629,296   111,307   302,517   114,963   201,976
Silver..............   98,906   106,258    75,353    60,858    76,387    64,209    72,121    62,417    63,101    69,149
High Grade Copper...   70,078    15,214    71,975    19,960    71,753    12,142    69,752     5,190    73,420    11,174
Aluminum............      N/A       N/A       N/A       N/A       571         0     1,907         0     3,259         0
FTSE Eurotop 100(R)
 Index..............    2,200         0     1,811         0       387         0       215         0         0         0
FTSE Eurotop 300(R)
 Index..............      N/A       N/A       N/A       N/A       552       N/A       899       N/A         0         0
                      -------   -------   -------   -------   -------   -------   -------   -------   -------   -------
       Total........  348,954   525,875   312,051   513,074   305,564   705,647   256,201   370,124   254,743   282,299
                      =======   =======   =======   =======   =======   =======   =======   =======   =======   =======
</Table>

     "N/A" means contract was either not in existence at the time or was
declared dormant and therefore not available for trading.

     "0" means contract was available for trading but no trades were executed.

     * Open Interest as recorded on the last business day of the years 1997 to
2001.

     The Company is constantly seeking ways to provide additional products and
innovative risk management tools to the marketplace and to expand its franchise
in the energy and metals marketplace. In September 2001, the Company launched a
15-day Brent blend futures contract designed, among other things, to expand the
international scope of its product base. While the contract set a record for the
highest first day volume (over 13,000 contracts), the Company believes that the
contract growth was severely limited by the events of September 11, 2001, and
that an effort will proceed to rejuvenate the product through liquidity
development programs. The Company also launched a Central Appalachian Coal
contract and its first enymex(SM) product line contract, the Henry Hub Swap,
during the year 2001.

Product Distribution

     The Company provides the physical facilities necessary to conduct an
open-outcry auction market, electronic trading systems and systems for the
matching and clearing of all trades executed on the Exchange.

     Open Outcry Trading

     Open outcry trading takes place at NYMEX's state of the art facility
located at One North End Avenue. Trading is conducted on two 25,000 square foot
trading floors, one for each division of the Exchange. 97.5 percent of trades
executed on the Exchange are conducted via open outcry.

     NYMEX ACCESS(R)

     The Company provides innovative, state-of-the-art trading systems and
facilities to enable it to serve efficiently its customers. To support its
expanding international business and product base, the Company has made sizable
investments to create and to maintain a global electronic trading platform.

     The Exchange launched its NYMEX ACCESS(R) electronic trading system in June
1993. NYMEX ACCESS(R) permits the trading of futures contracts on crude oil,
heating oil, unleaded gasoline, natural gas and platinum, and futures contracts
on gold, silver, copper, aluminum, propane and palladium. The system was
originally active solely when NYMEX Exchange's trading floor was closed;
however, the Exchange expanded the use of the system to enable both day and
nighttime trading of certain products. Currently, the Exchange now trades its
Henry Hub Swap contracts exclusively on NYMEX ACCESS(R). As of December 31,
2001, approximately 1000 users were authorized to trade over the system.

     Trading on NYMEX ACCESS(R) achieved a record volume level during 2001 of
approximately 2.6 million contracts, which accounted for 2.5% of the Exchange's
total trading volume. Volume traded on NYMEX ACCESS(R) has grown at an average
annual rate of approximately 25% during the period since its inception in 1993
through December 31, 2001. A new upgraded version of NYMEX ACCESS(R), using a
browser-based interface, was launched in September 2001. The new system retains
the transaction matching speed of its predecessor while expanding capacity and
is less costly to operate than the previous version of the
                                        6
<PAGE>

system as it is delivered through the internet and no longer requires dedicated
telecommunications equipment. Due to the lessening of these constraints, the new
version of the system will enable easier access by a broader customer base.

     Clearinghouse Function

     In addition to providing the facilities necessary for commodities trading,
the Company also serves a clearinghouse function. The NYMEX Division provides
clearing for NYMEX Exchange and the COMEX Division products are cleared by COMEX
Clearing Association ("CCA"). This means that the Company stands as a financial
intermediary for transactions conducted on its exchanges, and thereby guarantees
performance of obligations owed to both buyers and sellers. The Exchange also
provides operational infrastructure to allow position matching, reporting and
margining for all exchange-traded contracts. The Exchange's clearinghouses
employ a margin system and a network of clearing member guarantees to manage
default risk. This structure permits parties to trade with one another without
individual credit determinations or counter-party credit risk, allows for the
daily flow of marked-to-market variation margin payments, and allows the
Exchange to look to the financial strength of its clearing members as its only
customers.

     The Exchange conducts clearing through its Clearing 21(R)system. This
system, a highly flexible, state-of-the-art, clearing system developed jointly
with the Chicago Mercantile Exchange, was rolled out in 1999 and is expected to
support any anticipated growth in volume or business expansion for the next five
to ten years. The Clearing 21(R) system was upgraded in the fall of 2001 to
permit clearing member access via the internet as well as to accommodate an
enhanced product base, including the possibility of clearing OTC contracts. The
system enables the Exchange to perform functions relating to: banking,
settlement, asset management, delivery management, position management and
margins.

     The Exchange has an excellent risk management track record. No significant
clearing member default has occurred since 1985. The 1985 default was at the CCA
prior to the COMEX acquisition, and was promptly resolved. NYMEX Exchange's
clearing function enables the Company to guarantee the financial performance of
all contracts traded on NYMEX Exchange.

     Market Data

     The Company sells real-time market data relating to prices of contracts
traded on the NYMEX Division and COMEX Division to third parties. The data is
distributed to customers through information vendors. Fees from customers are
collected by these vendors and remitted to the Exchange. These information
vendors include Reuters, ILX Systems and CQG, who distribute the data to
subscribers that receive real-time data on terminals at their business or
personal locations. Market data fees contributed 24%, 26% and 24% of the
Company's total consolidated revenues for the years ended December 31, 2001,
2000 and 1999, respectively.

     Competitive Environment and Governmental Regulation

     According to information provided by the Futures Industry Association
("FIA"), based on 2001 trading volume of approximately 103 million contracts,
the Exchange is the largest physical commodity based futures exchange in the
world and the third largest futures exchange in the United States. The
marketplace for the Exchange's contracts exists both in the physical format of
open-outcry ring trading on the trading floor facilities, and electronically
through NYMEX ACCESS(R). Exchanges designated as "contract markets" or
"derivatives transaction execution facilities" can compete with the Exchange in
offering market trading of futures and options contracts in both of these
formats. In addition, over-the-counter ("OTC") trading of contracts similar to
those traded on the Exchange, as is done, for example, on the
IntercontinentalExchange, represents a significant source of potential
competition for the Exchange and could be a significant factor affecting the
Exchange's trading volumes and operating revenues if market participants
perceive OTC products and exchange-traded futures and options as competing
alternatives as opposed to complementary risk management tools.

                                        7
<PAGE>

     Volume on foreign futures and options exchanges is growing rapidly, which
potentially may take away volume from the Exchange. The Company also faces the
threat of competition from the activities of foreign and emerging exchanges or
unregulated exchange-equivalents in the United States. The Commodity Futures
Modernization Act, enacted in 2000, increased the ability of competitors to
offer unregulated competing products that are financially-equivalent to futures
contracts.

     The Exchange, like other commodity and financial exchanges, is directly
affected by such factors as national and international economic and political
conditions, broad trends in business and finance, legislation and regulations
affecting the national and international financial and business communities
(including taxes), currency values, the level and volatility of interest rates,
fluctuation in the volume and price levels in the commodities markets and the
perception of stability in the commodities and financial markets. Currently, the
federal government has proposed the imposition of a transaction tax on futures
and options contracts, which would increase the cost of trading the Exchange's
contracts. These and other factors can affect the Exchange's volume of trading
and the stability and liquidity of the commodities markets. A reduced volume of
commodity transactions and reduced market liquidity would result in lower
revenues for the Company from transaction and clearing fees. In periods of
reduced transactions, the Company's profitability would also likely be adversely
affected because certain of its expenses are relatively fixed.

Intellectual Property

     The Company presently maintains several trademarks and service marks on a
domestic and international scale that protect the Company's name and its
products.

Recent Business Developments

     Electronic Trading Strategy

     During 2001, the Company repositioned its electronic trading strategy in an
effort to expedite delivery of the Company's products to the electronic
marketplace and expand the size and scope of its customer base. Specifically,
the Company focused on transitioning its NYMEX ACCESS(R) system to an
internet-based trading platform that will accommodate trading of a complex of
products generally referred to as the enymex(SM) product slate. The enymex(SM)
products are designed to replicate and complement contracts traded in the OTC
markets, but within the forum of an exchange. In this way, the Company hopes to
combine its expertise and leadership as an exchange with state of the art
technology in order to provide users with a comprehensive system in commodity
risk management.

     In November 2001, the first enymex(SM) product, a futures contract based on
the Henry Hub swap, began trading electronically on the NYMEX ACCESS(R)
platform. The Company intends to develop and list additional energy and metals
products on NYMEX ACCESS(R). The Company is party to an agreement with Platts, a
division of the McGraw-Hill companies, Inc. and a major price reporting service
in the cash markets, under which Platts has licensed the Company energy and
metals pricing data for use in the development of new enymex(SM) energy and
metals products.

     The Company decided to reposition its electronic trading strategy through
NYMEX ACCESS(R), as opposed to developing a new trading platform, in part
because of delays in the development of a separate enymex(SM) delivery system
undertaken by the Company. In early 2001, the Company had retained two vendors
to develop a trade matching platform and the infrastructure for customer
interface. The Company subsequently terminated its relationship with GlobalView
Software, Inc., the designated developer of the customer interface, and
commenced litigation, which is pending, based on the Company's position that
GlobalView had breached its agreement with the Company. The Company also
experienced technical delays with the development of the trade matching engine
by the other vendor. In an effort to expedite the delivery of its enymex(SM)
products, the Company repositioned its electronic trading strategy through NYMEX
ACCESS(R) as described above.

     In December 2001, the Board of Directors approved the expansion of the
number of users who can trade on NYMEX ACCESS(R) through the issuance of
electronic trading privileges. The addition of these privileges

                                        8
<PAGE>

began in February 2002 and the Company expects to phase in the increased
privileges in the coming months. Previously, the number of electronic trading
privileges for the NYMEX Division products was limited to the number of NYMEX
Division memberships. The Company believes that the issuance of these additional
privileges may greatly expand the users of NYMEX ACCESS(R).

     Disaster Recovery

     On September 11, 2001, terrorists attacked the World Trade Center that
caused the closure of the Company's floor trading facility for four business
days. The Company incurred $4.8 million in expenses above and beyond the normal
course of business during the third quarter through the end of the year to
return the Company to normal operations as quickly as possible after the event.
Such expenses included, but were not limited to, increased building security,
transportation costs, temporary command center costs, environmental cleaning
costs and costs related to the Company's back-up data center. A receivable for
the insurance recovery has been recorded in other current assets on the
consolidated balance sheet at December 31, 2001 for $4.2 million of these costs
incurred during this period. The corresponding expenses have been reduced by a
like amount in the consolidated statements of operations for the year ended
December 31, 2001.

     The Company also suffered losses resulting from business interruption for
the four-day period immediately following this event. The Company has continued
to incur expenses and loss of revenues due to limited trading hours subsequent
to the end of 2001. The Company has substantial insurance which it expects to
cover losses resulting from business interruption and expenses associated with
property and casualty losses, the total of which is yet to be fully determined.

     The Exchange's disaster recovery plans were directly affected by the events
of September 11, 2001. The Company's backup data center was located at 22
Cortlandt Street (directly across from the World Trade Center buildings) and was
rendered inoperable. This facility is currently inaccessible and is unavailable
for use as a backup data center.

     The Company is currently utilizing its web hosting facilities located in
Weehawken, New Jersey as its temporary disaster recovery site and is reviewing
various alternatives for a long-term solution. The Company expects to have at
least one site ready during the next six months.

Financial Information about Segments

     Financial information relating to NYMEX Holdings' "Segments" for each of
the three years for the period ended December 31, 2001 appears in Note 14
captioned "Segment Reporting" of the Notes to the Consolidated Financial
Statements set forth in Item 8 of the Annual Report, at page F-22 and is
incorporated herein by specific reference.

Research and Development

     The Company expends significant amounts each year on research for the
development and improvement of existing commodity contracts, as well as on
trading and clearing systems.

     During the years ended December 31, 2001, 2000 and 1999, the Company
expended, directly or indirectly, $13 million, $11 million, and $12 million
respectively, on research, development and certain software engineering
activities relating to the design, development, improvement and modification of
new and existing contracts, as well as the formulation and design of new
processes, systems and improvements to existing ones. The Company anticipates
that it will continue to have significant research and development expenditures
to maintain its competitive position during 2002.

                                        9
<PAGE>

Effects of Environmental Regulations

     The Company's services are not subject to environmental regulations.

Number of Employees

     At December 31, 2001, NYMEX Holdings had 478 full-time employees. No
employees are covered by labor unions.

Foreign Sales

     The Company's foreign revenues from market data services were $1.4 million,
$1.3 million, and $1.3 million, in 2001, 2000 and 1999, respectively.

ITEM 2.  PROPERTIES.

     The Company's state-of-the-art trading facilities and corporate
headquarters are located in a 16-story building in downtown Manhattan. This
building, which is on land leased from the Battery Park City Authority for a
term expiring on June 17, 2069, is one of five office buildings in a complex
known as the World Financial Center. Construction of the 502,000 square foot
building was completed in 1997. Each of the NYMEX and COMEX Divisions has its
own 25,000 square foot trading floor in the facility. The facility also contains
all of the Company's back office support functions. The Company leases
approximately 100,000 square feet at this facility to 31 tenants who are member
firms, two non-commercial tenants, and three non-member retail tenants.

     The Company also leases 17,000 square feet of space at 22 Cortlandt Street
in New York, New York. This space has been used as the backup data center for
the One North End facility. The Company has not had access to this facility
since September 11, 2001, due to the damage it sustained as a result of the
terrorist attack. As such, this facility is unavailable for use as a backup data
center. In addition, the Company also occupies space at Exodus Communications, a
New Jersey facility to house production equipment for its internet version of
the NYMEX ACCESS(R) trading platform as well as serving as a disaster recovery
site for other Exchange systems. The Company commenced utilizing this facility
in September 2001. The Company is currently considering several disaster
recovery sites in the Tri-State area, and expects to ready at least one site
during the next six months.

     The Company also leases office space in Washington, D.C., at which it
conducts government relations activities, as well as office space in Houston,
Texas and London, England, at which it conducts marketing activities. These
offices are used to promote awareness of the Company's products.

     The Company's management believes its properties are adequate and suitable
for its business as presently conducted and are adequately maintained for the
immediate future. The Company's facilities are effectively utilized for current
operations of all segments and suitable additional space is available to
accommodate expansion needs. For further information concerning leases, see Note
15 of the Consolidated Financial Statements.

ITEM 3.  LEGAL PROCEEDINGS.

     From time to time, the Company is involved in legal proceedings and
litigation arising in the ordinary course of business. Set forth below are
descriptions of legal proceedings and litigation to which the Company is a party
as of December 31, 2001. Although there can be no assurance as to the ultimate
outcome, the Company has denied, or believes it has a meritorious defense and
will deny liability, in all significant cases pending against it including the
matters described below, and intends to defend vigorously each such case. While
the ultimate result of the proceedings against the Company cannot be predicted
with certainty, it is the opinion of management, after consultation with outside
legal counsel, that the resolution of these matters, in excess of amounts
already recognized, will not have a material adverse effect on the Company's
consolidated financial position, results of operations or cash flows.

                                        10
<PAGE>

The Company has been named as a defendant in the following legal actions:

     eSpeed, Inc. and Electronic Trading Systems Corporation. v. New York
     Mercantile Exchange.  This action was originally filed in the United States
     District Court for the Northern District of Texas (Dallas Division) and is
     now pending in United States District Court for the Southern District of
     New York. NYMEX Exchange was served with a summons and complaint on or
     about May 10, 1999. This is a patent infringement case. Plaintiff alleges
     that it is the owner of United States Patent No. 4,903,201 entitled
     "Automated Futures Trade Exchange" and that NYMEX Exchange is infringing
     this patent through use of its electronic trading system. Plaintiff seeks
     an unspecified amount of royalties. On September 15, 2000, the Court
     granted NYMEX Exchange's motion to sever and transfer venue to the Southern
     District of New York. On August 1, 2001 the Court granted ETS' motion to
     add eSpeed as a plaintiff. On August 10, 2001 the Exchange made a motion to
     bifurcate the issues of willfulness of infringement and damages from all
     other issues in the case and requested a stay of discovery on the issues of
     willfulness and damages. The Court has not ruled on this motion. The case
     is in discovery. The Markman hearing is scheduled for April 15, 2002.

     Enrique Rivera and Edith Rivera v. New York Mercantile Exchange, Mark
     Kessloff, Les Faison, Brian Bartichek and John Does "1-10."  This action is
     pending in New York State Supreme Court (Bronx County). NYMEX Exchange was
     served with the summons and complaint on or about April 22, 1999. This is
     an ethnic discrimination case. Plaintiff alleges that throughout his
     employment with NYMEX Exchange he was subjected to a hostile work
     environment and discrimination regarding his ethnic origin. Plaintiff seeks
     an unspecified amount of compensatory and punitive damages. On December 17,
     2001 the Court rendered a decision granting in part the Exchange's motion
     for a further bill of particulars from plaintiffs. The case is in
     discovery.

     Luxembourg Henry and Jose Terrero v. NY Mercantile Exchange.  This action
     is pending in New York State Supreme Court (New York County). NYMEX
     Exchange was served with a summons and complaint on January 24, 2001.
     Plaintiffs are former employees who were terminated as part of the 10%
     reduction in force that occurred in July 2000. Plaintiffs allege harassment
     and discrimination because of race (Henry) and national origin (Terrero)
     and that they were improperly terminated. Henry seeks reinstatement to his
     former position; compensatory damages in the amount of $9,320,000 for lost
     wages, fringe benefits and emotional distress; and costs and disbursements.
     Terrero seeks reinstatement to his former position; compensatory damages in
     the amount of $4,500,000 for lost wages, fringe benefits and emotional
     distress; and costs and disbursements. NYMEX Exchange served its answer on
     February 13, 2001. The case remains in discovery.

     New York Mercantile Exchange v. GlobalView Software, Inc.  On April 27,
     2001, NYMEX Exchange filed a breach of contract suit in New York State
     Supreme Court (New York County). NYMEX Exchange seeks to recover direct and
     consequential damages resulting from GlobalView's breach of its contract
     with NYMEX Exchange regarding the front-end development for enymex(SM). On
     or about June 18, 2001, GlobalView served its answer and counterclaims in
     which it seeks to recover amounts in excess of $26,000,000 for alleged fees
     due and owing under the contract, as well as consequential damages and
     other causes of action. On June 28, 2001, NYMEX Exchange served an amended
     complaint on GlobalView. On or about July 24, 2001, GlobalView filed a
     motion to dismiss one cause of action in the amended complaint. The Second
     Amended Complaint was served on or about November 26, 2001. GlobalView
     served its answer to the Second Amended Complaint and Counterclaims on
     about February 14, 2002. GlobalView asserted two additional counterclaims
     for tortious interference each seeking an additional $9 million in damages.
     By stipulation, the parties agreed to extend NYMEX Exchange's time to
     respond to the counterclaims to March 15, 2002.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE.

     No matter was submitted to a vote of security holders during the fourth
quarter of 2001.

                                        11
<PAGE>

                                    PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

     Stock Trading Symbol -- Not applicable.

     At present, there is no established trading market for the Company's common
stock. None of the Company's common stock is listed on any exchange or automated
quotation system. Each series of common stock is coupled with a Class A
membership interest in NYMEX Exchange and the two interests cannot be traded
separately. NYMEX Holdings, common stock, coupled with NYMEX Division
memberships are traded through a bid-ask system maintained by the Company's
membership department.

     A proposed purchaser or transferee of common stock and trading rights must
meet certain financial requirements and have two members sponsors. All
applicants are subjected to a thorough review process in order to be approved.
The Exchange conducts a background investigation of each applicant focusing on
the applicant's credit standing, financial responsibility, character and
integrity.

     The high and low sale prices for a share of NYMEX Holdings Common Stock
coupled with NYMEX Division trading rights are reflected in the following seat
sale prices for each quarter of 2001 and 2000, and were as follows (in dollars):
(See Note below)

<Table>
<Caption>
                            2001                               HIGH       LOW
                            ----                              -------   -------
<S>                                                           <C>       <C>
First Quarter...............................................  735,000   710,000
Second Quarter..............................................  735,000   685,000
Third Quarter...............................................  750,000   750,000
Fourth Quarter..............................................  825,000   750,000
</Table>

<Table>
<Caption>
                            2000
                            ----
<S>                                                           <C>       <C>
First Quarter...............................................  725,000   600,000
Second Quarter..............................................  650,000   550,000
Third Quarter...............................................  700,000   601,000
Fourth Quarter..............................................  700,000   650,000
</Table>

     --------------------

      Source: NYMEX Membership Department Records. For the 1st quarter of 2002,
      a record high sale price was recorded at $875,000.

     Dividend Policy -- The Company has never paid cash dividends on its common
stock. The Company, however, has no restrictions on its ability to pay dividends
and may do so in the future.

     Approximate Number of Holders of Common Stock -- There were 598 holders of
record of the Company's common stock as of February 25, 2002.

ITEM 6.  SELECTED FINANCIAL DATA (UNAUDITED).

     The following table sets forth selected consolidated financial and other
information for the Company. The balance sheet and operating data as of and for
each of the years in the five-year period ended December 31, 2001 have been
derived from the audited consolidated financial statements and notes thereto.
The information set forth below should be read in conjunction with "Management's
Discussion and Analysis of Consolidated

                                        12
<PAGE>

Results of Operations and Financial Condition" beginning on page 14, the
consolidated financial statements and the notes thereto, and other financial
information, included in this report.

<Table>
<Caption>
                                                                YEAR ENDED DECEMBER 31,
                                         ----------------------------------------------------------------------
                                             2001           2000           1999          1998          1997
                                         ------------   ------------   ------------   -----------   -----------
                                                    (IN THOUSANDS, EXCEPT PER SHARE/MEMBERSHIP DATA)
<S>                                      <C>            <C>            <C>            <C>           <C>
OPERATING DATA
  Revenues
    Clearing and transaction fees(1)...  $    104,302   $     92,500   $    105,206   $    90,764   $    80,773
    Market data fees...................        34,313         33,622         34,689        34,858        33,457
    Other(2)...........................         5,666          4,747          4,540         4,961         3,557
                                         ------------   ------------   ------------   -----------   -----------
    Operating revenues.................       144,281        130,869        144,435       130,583       117,787
                                         ------------   ------------   ------------   -----------   -----------
  Expenses
    General and administrative.........        97,715         99,092         89,139        86,992        83,933
    Rent and facility..................        17,073         15,736         12,877        12,760        17,116
    Depreciation and amortization(3)...        16,024         13,862         10,966         9,901         5,215
    Demutualization expense(4).........            --          4,281            593            --            --
    Marketing..........................         1,721          2,446          2,537         2,403         4,813
    Amortization of goodwill...........         2,153          2,153          2,153         2,153         2,153
    Impairment loss on property and
      equipment........................         4,270             --             --            --            --
    Loss on disposition of property and
      equipment........................           844            857          1,298         2,814         1,234
                                         ------------   ------------   ------------   -----------   -----------
    Operating expenses.................       139,800        138,427        119,563       117,023       114,464
                                         ------------   ------------   ------------   -----------   -----------
    Operating income (loss)............         4,481         (7,558)        24,872        13,560         3,323
  Other income and expenses
    Investment income, net.............         4,643          9,355          3,942         6,739         8,288
    Interest expense...................        (7,662)        (7,718)        (7,721)       (7,958)       (6,967)
                                         ------------   ------------   ------------   -----------   -----------
    Income (loss) before income
      taxes............................         1,462         (5,921)        21,093        12,341         4,644
    Income tax (benefit) expense.......           782         (3,140)         8,903         6,263         3,495
                                         ------------   ------------   ------------   -----------   -----------
    Net income (loss)..................  $        680   $     (2,781)  $     12,190   $     6,078   $     1,149
                                         ============   ============   ============   ===========   ===========
BALANCE SHEET DATA
  Total assets.........................  $    369,196   $    387,138   $    392,494   $   375,282   $   372,327
  Total liabilities....................       274,960        302,479        299,292       289,049       285,762
  Short-term borrowings................         2,815          2,815             --            --         5,043
  Long-term borrowings.................        94,368         97,185        100,000       100,000       100,000
  Total equity.........................        94,236         84,659         93,202        86,233        86,565
OTHER DATA
  Earnings (loss) per
    share/membership(5)................  $        833   $     (3,408)  $     14,939   $     7,449   $     1,408
  Book value per share/membership(5)...  $    115,485   $    103,749   $    114,218   $   105,678   $   106,085
  Cash dividends per share(9)..........  $         --   $         --            N/A           N/A           N/A
  Current ratio(6).....................           3.3            2.3            6.6           8.1           5.1
  Working capital......................  $     79,744   $     74,892   $    111,300   $   112,839   $   102,002
  Capital expenditures.................  $     27,221   $     12,797   $     20,022   $    18,175   $    82,795
  Cash provided by operations..........  $      8,749   $     10,188   $     43,204   $    25,139   $    39,207
  Times interest earned(7).............           1.2            0.2            3.7           2.6           1.7
  Cash flow coverage of fixed
    charges(10)........................           2.2            1.9            7.7           4.9           7.1
  Number of employees at end of
    period.............................           478            544            609           594           587
  Sales price per share/membership(8)
    High...............................  $    825,000   $    725,000   $    630,000   $   705,000   $   675,000
    Low................................  $    685,000   $    550,000   $    551,000   $   430,000       525,000
  Total trading volume.................   103,025,093    104,075,238    109,538,831    95,018,685    83,851,346
  Total open interest..................     3,201,638      2,853,303      3,044,446     2,599,889     2,462,948
</Table>

---------------

 (1)  Clearing and transaction fees are presented net of member fee rebates
      which were $6,693, $13,727, $13,065, $11,272 and $10,012 for the years
      ended December 31, 2001, 2000, 1999, 1998 and 1997, respectively.

                                        13
<PAGE>

 (2)  Beginning in 1998, NYMEX Division introduced various other rebate
      programs. These costs reduced other revenue for the years ended December
      31, 2001, 2000, 1999 and 1998 by $2,090, $2,808, $2,377 and $1,364,
      respectively.

 (3)  Depreciation and amortization expense is net of amortization of deferred
      credit for building construction of $2,145, $2,145, $2,145, $1,930 and
      $1,287 for the years ended December 31, 2001, 2000, 1999, 1998, and 1997,
      respectively.

 (4)  On May 12, 2000, the Company's Form S-4 Registration Statement, with
      respect to its plan to demutualize, was declared effective by the SEC.
      Expenses incurred for the demutualization were accounting, investment
      banking, legal, printing and SEC filing fees, and are shown as a separate
      line item on the Consolidated Statements of Operations.

 (5)  NYMEX Holdings has 816 shares authorized, issued and outstanding for the
      year ended December 31, 2001 and 2000, respectively. NYMEX Exchange had
      900 memberships authorized and 816 memberships outstanding for each of the
      years ended December 31, 1999, 1998 and 1997, respectively. The per share
      (membership) amounts in the table are based on the 816 shares
      (memberships) issued and outstanding at the end of each of the periods
      shown. The 84 NYMEX memberships which were issued but not outstanding were
      cancelled upon demutualization.

 (6)  Equals current assets divided by current liabilities. Current assets and
      liabilities at December 31, 2000 include $33.2 million in NYMEX Division
      member retention benefits which were paid out subsequent to year end. Had
      this payment been made at December 31, 2000, the current ratio would have
      been 4.3.

 (7)  Equals income before income taxes and interest expense divided by interest
      expense.

 (8)  Shares are purchased from existing members at prevailing market prices.
      These prices are established through a bid-and-ask system coordinated by
      the Company.

 (9)  The Company has not paid dividends during 2001 and 2000. Prior to that,
      due to its not-for-profit corporation status, the Company was restricted
      by New York State law from paying dividends.

(10)  Equals cash provided by operations plus income tax expense (or less income
      tax benefit) plus interest expense divided by interest expense.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF CONSOLIDATED RESULTS OF
        OPERATIONS AND FINANCIAL CONDITION (IN THOUSANDS, EXCEPT PER SHARE
        DATA).

  Introduction

     This discussion summarizes the significant factors affecting the results of
operations and financial condition of the Company during the years ended
December 31, 2001, 2000 and 1999. This discussion is provided to increase the
understanding of, and should be read in conjunction with, the audited
consolidated financial statements, accompanying notes and tables included in
this annual report.

 Forward Looking and Cautionary Statements and Factors That May Affect Future
 Results

     The SEC encourages companies to disclose forward-looking information so
that investors can better understand a company's future prospects and make
informed investment decisions. Except for the historical information and
discussions contained herein, statements contained in this Form 10-K may
constitute "forward looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. The Company has attempted, wherever
possible, to identify such statements by using words such as "anticipate,"
"believes," "expects" and words and terms of similar substance in connection
with any discussion of future operating or financial performance. These
statements involve a number of risks, uncertainties and other factors that may
cause actual results to differ materially, including; the Company's ability to
continue to develop and market new innovative products and services and to keep
pace with technological change; failure to continue to develop and market a new
electronic trading system; failure to obtain or protect intellectual property
rights; competitive pressures; financial condition or results of operations;
quarterly fluctuations in revenues and volatility of commodity prices; changes
in financial or business conditions; ability to attract and retain key

                                        14
<PAGE>

personnel; ability to successfully manage acquisitions and alliances; and legal
and economic changes and other risks, uncertainties and factors discussed
elsewhere in this Form 10-K, in the Company's other filings with the SEC, or in
materials incorporated therein by reference.

FOR THE YEARS ENDED DECEMBER 31, 2001 AND DECEMBER 31, 2000

  Results of Operations

     The Company reported net income of $680, or $833 per share, compared to a
loss of $2,781 in 2000. The primary factors for the improved results were (1) a
reduction in the fee rebate, which is a program that substantially reduces
transaction fees for members of the Exchange and (2) reduced professional
service fees which were principally related to the Company's demutualization
efforts in 2000. However, a reduction of investment income, losses on impaired
capitalized software, and September 11 disaster costs largely offset these
savings.

     Following a similar course of action taken in 2001, the Board of Directors
voted in January 2002 to reduce the member fee rebate by 50% which should have a
beneficial effect on the upcoming year.

     The Company was particularly impacted by the September 11 World Trade
Center attack which is reflected in lost revenues and additional operating
expenses. Disaster recovery costs totaling $4,762 were incurred as a consequence
of the events are recognized in the financial statements. Additionally, damage
to the backup data center contributed to a loss of $844 on disposal of property
and equipment. An insurance recovery of $4,209, for expenses incurred has been
recognized in the Company's financial results.

  Revenues

     Total operating revenues increased $13,412 to $144,281 principally due to a
reduction in the member fee rebate rate resulting in $7,034 in additional
revenues. In addition, increased electronic trading volume via NYMEX ACCESS(R)
and revenues generated by the introduction of the new Exchange of Futures for
SWAPS (EFS) trading product contributed $2,261 and $1,436, respectively, to the
positive results. Clearing and transaction fee revenues, without regard to
member fee rebates, were $110,995 in 2001 compared to $106,227 for 2000.

     In open-outcry trading, the NYMEX Division experienced a 1% decline in
volume while there was a decline of 4% in the COMEX Division. However, NYMEX
Division floor trading revenues were up $628 and COMEX Division increased $442,
due to higher revenue per contract, signaling increased non-member trading
activity because non-members pay higher fees than members.

Energy Markets

     Crude Oil futures and options trading volume increased 2% in 2001 compared
with the previous year. Increased price volatility due to Middle East unrest and
decreased compliance with OPEC-sponsored production cuts contributed to the
marginal increase in crude oil futures and options volumes. Trading activity was
limited by shortened trading hours following the market disruption of September
11, 2001.

     Unleaded Gasoline and Heating Oil futures combined volume increased by 1%
from 2000. The primary factor was higher volatility exhibited by these markets.
Strong underlying demand for physical Unleaded Gasoline in the first half of the
year helped bolster trading volume and compensated for a weaker second half when
Unleaded Gasoline demand was curtailed by recession concerns and the attack on
the World Trade Center.

     Natural Gas futures traded about 16.5 million contracts, down 8% from 2000,
while Natural Gas options volume grew by 12%. Sharply higher prices, increased
capital requirements, and high volatility in the first quarter accounted for
most of the decline in futures trading. The fourth quarter of 2001 saw the NYMEX
set natural gas records in total options traded at 2.2 million, and total
futures and options transactions of 7.4 million contracts. The Enron bankruptcy
created uncertainty in the natural gas market and highlighted the concerns of
counterparty credit risk. Various NYMEX initiatives, including EFS, along with
lower margin

                                        15
<PAGE>

rates, stable price levels and lower contract values helped promote increased
trading in the natural gas futures and options contracts.

Metals Markets

     Trading volume for gold futures, the COMEX Division's most actively traded
contract, experienced a 2% increase in 2001 over 2000. During the fourth quarter
of 2001, Gold prices began to stabilize following the events of September 11.
Physical gold consumption was generally steady throughout 2001 and new supply
was reduced. Sentiment also improved among market participants in anticipation
of an end to major central bank selling combined with lingering concern over
EURO valuation. Gold options volume fell 5% during the year as gold traded over
a narrow range. Silver futures and options fell 18% and 17%, respectively, as
economic activity slowed and prices trended downward through most of the year.

Market Data

     Market Data revenues increased 2% or $691 primarily due to a 10% price
increase instituted in June. This mitigated the falloff in subscriber units,
which reflected a 15% reduction from a year ago, principally due to contraction
in the financial services industry and the bankruptcy of a major market data
vendor.

Other Revenues

     Other revenues increased 19% or $919 when compared to the prior year
primarily as a result of additional rental income.

     Operating Expenses

     Total operating expenses were $139,800 in 2001, up $1,373 or 1% from last
year. A significant portion of the increase was due to an impairment loss of
$4,270 on capitalized software and computer equipment being developed in
connection with the Company's electronic trading initiative as discussed in
detail in Part 1 of this report under the heading "Electronic Trading Strategy".
These were partially offset by a decline in professional service fees related to
the pre-developmental stage of enymex(SM), as well as costs associated with the
Company's demutualization in 2000.

     Salaries and employee benefits, which constituted 35% of total 2001
operating expenses, were virtually unchanged from 2000. Reduction-in-Workforce
severance costs for 2001 were approximately $4,500 in salary and benefits;
savings were realized in this area from certain significant expenses incurred in
2000, specifically the special compensation award to the heirs of the late
former president and the salary savings from the 2000 Reduction-in-Workforce.
With regard to the severance costs associated with the June 2001 reduction-in-
workforce, a total of $3,837 was paid by year-end. The remaining $663 unpaid
balance was included in accrued salaries and related liabilities on the balance
sheet. The program is expected to save $9,400 annually in salaries and benefits.
A curtailment gain in postretirement benefits as a result of the
Reduction-in-Workforce plan implemented in June 2001 also helped reduce salaries
and benefits by $732.

     Rent and facility fees increased by $1,337, or 8%, during 2001 principally
due to disaster recovery expenses, specifically security costs and the costs to
establish an alternative back-up data center. The Company anticipates insurance
reimbursement on these costs. A 20% increase in real estate taxes due to reduced
abatements also contributed to the increased costs. A lower assessed valuation
for the coming year should reduce the tax impact in 2002 on the Company's
downtown New York location.

     Depreciation and amortization of property and equipment, net of deferred
credit amortization, increased by $2,162, or 16%. This increase is partially the
result of various capitalized software projects being placed in service in 2001.
Management's decision to reduce the estimated useful life of an internally
developed software project from five years to three years during the third
quarter of 2000 also contributed to this increase. This change in estimate is
based on management's belief that this software has a shorter useful life due to
rapidly changing technology.

                                        16
<PAGE>

General and administrative expenses decreased by $583, or 4%, which reflected
various cost control initiatives such as reduced travel and office expenditures;
however the savings were largely offset by bad debt expenses totaling $876
resulting from the bankruptcy and liquidation of a major market data vendor.

     Professional services decreased by $2,872, or 18%, primarily due to
substantial consulting fees incurred in 2000 during the pre-developmental stage
of enymex(SM) which did not reoccur in 2001, providing a savings of $2,982.
However, legal fees principally involving litigation matters increased by $1,080
over the prior year.

     A loss of $4,270 was recorded for the impairment of capitalized software
and computer equipment in connection with the development of a proprietary
enymex(SM) electronic trading system as discussed above.

     Demutualization expenses incurred in 2000 totaled $4,281 or 3% of the total
operating expenses in 2000; such expenses did not occur in 2001. These fees
consisted of accounting, investment banking, legal, printing and SEC filing
fees.

     Other expenses increased by $2,298 or 47%. A $1,500 special charitable
contribution voted by the Board of Directors in December 2001, to aid victims of
the World Trade Center disaster, is the primary reason for this increase. A
change in presentation for the funding of, and earnings on, the COMEX Division
members' retention program also contributed $1,127 to the increased costs. Prior
to the demutualization in November 2000, all earnings and contributions to this
plan were presented as a transfer from members' equity.

     Other Income

     Investment income, net of advisory fees, decreased by $4,712, or 50%, when
compared to last year. A smaller portfolio, resulting from the liquidation and
distribution of funds from the NYMEX Division members' retention plan during
January of this year, is the primary reason for the decrease in investment
income. Unrealized losses of $1,331 in the Company's equity and fixed income
holdings also impacted the results. A sharp decline in equity markets and a
declining short-term interest rate environment which negatively impacted
interest income, were the principal underlying factors. These decreases were
offset by trading gains in the Company's fixed income portfolio.

Provision for Income Taxes

     The Company's effective tax rate for 2001 remained the same as 2000. The
provision reflects changes in estimates, as well as uncertainties regarding
utilization of loss carryforwards.

FOR THE YEARS ENDED DECEMBER 31, 2000 AND DECEMBER 31, 1999

  Results of Operations

     The Company reported a net loss of $2,781, which was a loss of $3,408 per
share, a decrease of $14,971 compared to the prior year. This decrease was
primarily the result of the following factors: a decrease in realized rates on
cleared contracts on the NYMEX Division; a significant decrease in trading
volume on the COMEX Division; costs associated with professional services
rendered in connection with the demutualization plan, the new NYMEX ACCESS(R)
system, and the development of an e-commerce business; payroll costs associated
with the special compensation awarded to the heirs of the Company's late
president, and the Company's implementation of the reduction-in-workforce
program.

     The following discussion provides additional information about the
components of the Company's operating results for the year ended 2000:

  Revenues

     Total operating revenues were $130,869 during 2000, down $13,566, or 9%,
from the same period in 1999.

     During 2000, clearing and transaction fees, net of member fee rebates, were
$92,500 compared to $105,206 earned during the previous year. This 12% decrease
was the result of the following two conditions: a lower average rate realized
per contract cleared on the NYMEX Division as more trades were billed at the

                                        17
<PAGE>

lower member rate, and a substantial decline in trading volume on the COMEX
Division. Member fee rebates, which apply only to NYMEX Division members,
amounted to $13,727 and $13,065 for the years ended December 31, 2000 and 1999,
respectively. In December 2000 the Company's board of directors approved a 50%
reduction in the rebate rate for the first half of 2001. As a result, these fee
rebates are expected to decrease during the next year.

     The NYMEX Division's clearing and transaction fees, net of member fee
rebates, were $73,609 in 2000, a 7% decrease over the previous year.

     Overall trading activity at the Exchange continued at near record levels
last year. For the period 1995 through 2000, overall options and futures volume
has risen at a compound rate of 7.5% a year for the combined COMEX and NYMEX
Divisions, although it was down 5% overall from 1999's record level. This small
decrease, however, masks highly divergent trends within the Exchange's metals
and energy complex.

Energy Markets

     In the energy markets, competitive pressures from new trading platforms and
industry consolidation left overall futures and options volume flat compared to
the prior record year. Crude oil, the Exchange's single most heavily traded
contract, traded about 37 million futures contracts, down about 3% from 1999.
Still, this represents 9.3% compound annual growth since 1995. Increased
volatility and uncertainty has maintained that contract as the single most
heavily traded physical commodity futures contract in the world. Crude Oil
Option volume fell 9% from 1999. The years 1999 and 2000 were characterized by
rising crude oil prices. The relative scarcity in energy supplies increased
volatility and uncertainty in the oil industry. The annualized daily volatility
of the month closest to delivery crude oil contract increased to 45% last year
compared to 1999's 35% and 1998's 32%. In addition, uncertainty can be measured
by the term structure of the crude oil futures market. On average the difference
between the first and second month contract prices in crude oil was $0.83 in
2000. This compares with the average difference in the previous four years of
only $0.13. The growth rates over the past five years can be mostly attributed
to the increased hedging needs of the industry.

     Growth in volume during 2000 may have been dampened by consolidation within
the energy industry. Mergers among major oil companies may have lessened their
need to hedge outside the company. Moreover, the increased presence of
alternative crude oil derivatives trading platforms may also have contributed to
the limited growth.

     While down nearly 7% since 1999, Natural Gas futures volume has risen at a
17.2% compound annual rate since 1995. Natural Gas options have experienced even
greater growth. Since 1995, volume has grown at a compound annual rate of 42.1%,
including 39% over 1999. Extraordinary volatility and sharply higher prices in
the latter part of 2000 accounted for most of the decline in 2000's futures
contract trading. The average nominal value of the front month Natural Gas
Contract in 2000 was $43,000 compared to the average from 1996 to 1999 of
$23,100. The near doubling in contract value, along with the related rise in
performance bond requirements, necessitated a substantial increase in the
capital requirements needed to hedge physical natural gas production and
consumption. The capital required to trade Natural Gas can also be measured by
the rise in uncertainty. The annualized volatility of the daily changes in the
front month contract was 75.5% in 2000. This compares to 48.9% in 1999 and the
average of 59.1% since 1996. The wide daily swings in contract value during
November and December led trading interests to curtail somewhat their futures
trading activity due to the higher potential for losses. The average difference
between the first and second month contracts was $0.011. This compares to an
average of $0.006 in 1999. The higher this number, the greater the perception of
supply shortage. This perception induced a great deal of the volatility in the
market. This increased volatility has perhaps in turn led to a significant shift
from futures trading to more options trading because of an option's limited loss
potential.

     The Heating Oil market was also characterized by highly volatile markets in
2000. As a result the Exchange saw trading activity increase, particularly in
its options markets. Futures trading was up 4.6% last year. Over the five year
period since 1996, futures trading has grown on average 3.1% per year. Options
trading increased by nearly 100% from 1999 and at a rate of 14.5% on average
from 1996. Stimulating trading activity was the sharp increase in the price
differential between Heating Oil and Crude Oil based on the front month
                                        18
<PAGE>

settlement prices. In 2000, this differential averaged $5.11, sharply higher
than the $1.44 average for 1999 and the $3.00 average of the past five years.
The widening of this spread attracted more hedging activity into the market.

     Growth in Unleaded Gasoline activity has also shifted from futures to
options. In 2000, futures volume was unchanged from 1999, while options volume
grew 68%. Since 1995, options volume has grown at a compound rate of 5.7% per
year, compared to futures growth of 4.1% over the same period. As with the other
energy commodities, Unleaded Gasoline experienced higher volatility in 2000. The
front month contract had an annualized standard deviation of nearly 40% in 2000
compared to only 35% in 1999 and a recent low of 27% in 1997. Like Heating Oil,
hedging activity was stimulated by the widening spread with Crude Oil. In 2000,
the average differential was $7.40. This compares to $4.35 in 1999 and an
average of $5.30 since 1995.

Metals Markets

     The COMEX Division's clearing and transaction fees were $18,891 during
2000, down 25% from the previous year. The overall trading volume for this
division experienced its weakest trading in eight years, and its third weakest
annual volume since 1985. Volume on this division decreased by 25% in 2000 when
compared with the previous year.

     In the metals markets, trading volume fell from the year earlier period
primarily due to the drop-off in volatility in the underlying commodity markets.
In the gold market, prices, as well as the volatility of prices, drifted lower.
The annualized standard deviation of the first active month in Gold fell to
16.2% in 2000 from 17.6% in 1999. There was a sharp drop-off in trading
activity. Futures volume fell 26% while options volume fell 51%. In the silver
market, futures volume fell about 25% while options trading was off 20%.
Correspondingly, volatility as measured by the first active month contract fell
to 16% last year from 23% the previous year. Under these market conditions, some
producers have decided they would no longer hedge all of their output. In the
copper market, a trendless market, combined with low volatility contributed to
the decline in volume. The first active month experienced a standard deviation
of price returns of only 18% in 2000, as the market hovered in the mid $.80
range. This is substantially less than the 25% volatility recorded in 1999.
Accordingly, futures volume fell by 3% while options volume was down
approximately 60%. While annualized volatility rose for the palladium and
platinum markets, persistent fears of delivery problems kept volume low.
Platinum and palladium futures volume fell 68% and 23% respectively.

     Market data fees, which represent 26% of the Company's total operating
revenues for the 2000 year, decreased by 3% due primarily to additional
allowances for amounts determined to be potentially uncollectible as a result of
the voluntary bankruptcy filing of a major market data vendor.

     Other income increased by 5% during 2000 when compared to 1999 and was
primarily the result of the additional rental income received from new tenants.

     Operating Expenses

     Total operating expenses were $138,427 during the fiscal year 2000, up 16%
from the previous year. A significant portion of the $18,864 increase from the
previous year reflected the Company's considerable expenditures for e-commerce
initiatives, costs associated with the demutualization transaction, special
compensation awarded to the heirs of the Company's late president, and the
implementation of the Reduction-In-Workforce plan.

     Salaries and employee benefits, which constituted 35% of total operating
expenses for 2000, rose 6% from the previous year. This increase is the result
of the following:

     - a $1.8 million special compensation award to the heirs of the Company's
       late president R. Patrick Thompson, to be paid out over a three-year
       period.

     - a Reduction-In-Workforce program resulting in the elimination of 10% of
       the Company's staff. These employees were notified and terminated by the
       end of the year. These staff reductions encompassed various professional
       and clerical positions throughout the Company. The total cost of this
       program was

                                        19
<PAGE>
      $1.9 million, of which $1.8 million was for severance payments to affected
      employees and were made by December 31, 2000. The remaining $100,000 of
      the program's cost represents benefit payments to be made on the affected
      employee's behalf through the rest of 2001. This $100,000 is reflected in
      accrued salaries and related liabilities on the Consolidated Balance Sheet
      as of December 31, 2000. This program is expected to save approximately
      $3.6 million annually in salaries and related payroll taxes and benefits.

     Professional services, exclusive of demutualization, increased by $7,201,
or 85%, during 2000 when compared with the previous year. Consulting services
related to the post-implementation phase of the new NYMEX ACCESS(R) system as
well as professional services in connection with the Company's e-commerce
initiatives substantially contributed to this increase in 2000.

     General and administrative expenses increased by $1,051, or 8%, during 2000
when compared with the previous year. The primary reasons for the increase were
litigation and impaired investment allowances incurred during the year. A 10%
increase in software licensing and maintenance fees due to new acquisitions of
software also contributed to this increase.

     Telecommunications, equipment rentals and maintenance decreased by $965, or
6%, during 2000 when compared to the previous year. In 1999, significant costs
were incurred due to the fact that prior to its November 1999 launch, the
updated version of NYMEX ACCESS(R) was being tested at the same time that the
previous version was operational. After its launch, the previous version of
NYMEX ACCESS(R) was maintained in a backup capacity through the end of 1999.

     Rent and facility expenses increased by $2,859, or 22%, during 2000 when
compared to the previous year. A significant increase in real estate taxes due
to reduced abatements was the primary reason for this increase. Light, heat, and
power costs also rose, increasing 42% during 2000 as a result of rising rates
charged for electricity.

     Depreciation and amortization of property and equipment, net of deferred
credit amortization, increased by $2,896, or 26%, during 2000 when compared to
the previous year. This increase is primarily the result of amortization expense
on internally developed software costs. These costs were incurred on software
development projects that were placed into service during the 4th quarter of
1999 and, therefore, no amortization expense was incurred on these projects
prior to the last quarter of 1999.

     Demutualization fees incurred during 2000 totaled $4,281, or 3% of the
total operating expenses. These fees consisted of accounting, investment
banking, legal, printing and SEC filing fees incurred during the for-profit
conversion, or demutualization, of the Company.

     Losses from the disposition of property and equipment were $857 during 2000
and consisted primarily of computer equipment taken out of service during the
year as the Exchange continued to update its technology on the trading floor as
well as in the back office support areas.

     Other Income

     Investment income, net of investment advisory fees, increased by $5,413, or
137%, during 2000 when compared with the previous year. Unrealized gains on its
fixed income portfolio represented more than half of this increase. The Company
primarily held investments in municipal bonds at the end of the 2000 year. The
high demand for municipal bonds during the fourth quarter caused yields to fall
and market values to increase. Interest income from the Company's investments
accounted for $2.5 million of the increase.

FINANCIAL CONDITION AND CASH FLOWS

  Liquidity and Capital Resources

     The Company has made, and expects to continue to make, significant
investments in technology to fund its future growth and increase shareholder
value. The Company spent a total of $27,221 during 2001 primarily to develop its
electronic trading system and other initiatives. The Company had $77,205 in
cash, cash equivalents, reverse repurchase agreements and marketable securities
at December 31, 2001.

                                        20
<PAGE>

  Cash Flow

<Table>
<Caption>
                                                               (IN THOUSANDS)
                                                          YEAR ENDED DECEMBER 31,
                                                      --------------------------------
                                                           2001             2000
                                                      --------------   ---------------
<S>                                                   <C>              <C>
Net cash provided by (used in):
  Operating activities..............................     $ 8,749          $ 10,188
  Investing activities..............................      (3,124)          (14,609)
  Financing activities..............................      (2,815)               --
                                                         -------          --------
Net increase (decrease) in cash and cash
  equivalents.......................................     $ 2,810          $ (4,421)
                                                         =======          ========
</Table>

  Working Capital

<Table>
<Caption>
                                                               (IN THOUSANDS)
                                                      AT DECEMBER 31,   AT DECEMBER 31,
                                                           2001              2000
                                                      ---------------   ---------------
<S>                                                   <C>               <C>
Current assets......................................     $114,628          $131,166
Current liabilities.................................       34,884            56,274
                                                         --------          --------
  Working capital...................................     $ 79,744          $ 74,892
                                                         ========          ========
Current ratio.......................................       3.29:1            2.33:1
</Table>

     Current assets at December 31, 2001 decreased by $16,538 or 13%, from
year-end 2000 primarily as a result of the liquidation and distribution of the
NYMEX Division members' retention plan in January 2001. This liquidation caused
marketable securities to decrease by $15,300, with the remaining $17,921 coming
from cash balances. The other significant changes in current assets consisted of
an increase of $1,762 in clearing and transaction fees receivable when compared
to the year-end 2000 receivable as a result of delayed payment by two major
clearing firms. The Company is expecting a significant tax benefit from the
termination distribution of $33,221 from the NYMEX Division Members' Retention
and Retirement Plan, which is reflected as an increase to Stockholders' equity
and as an asset on the balance sheet; prepaid taxes increased $8,517 principally
due to the recognition of such tax benefits. Other current assets increased
$8,190 primarily as a result of an insurance recovery receivable of $4,200 as
well as the classification as short-term of a portion of the escrow deposit for
the Company's ground lease, as well as a receivable for insurance recovery
relating to expenses incurred as a result of the September 11 World Trade Center
terrorist attack. The Company has insurance which it expects to substantially
cover losses resulting from business interruption and expenses associated with
property and casualty losses, the total of which is yet to be fully determined.

     Current liabilities at December 31, 2001 decreased by $21,390, or 38%, from
year-end 2000, primarily as a result of the January 2001 distribution of the
assets of the NYMEX Division members' retention plan, which was $33,221.
Accounts payable and accrued liabilities increased by $9,622, or 85%. Disaster
recovery costs incurred related to the World Trade Center attack were a major
factor in this increase. In addition, large balances with two vendors are
currently unpaid because the parties have not yet come to terms on portions of
the billings.

  Future Cash Requirements

     As of December 31, 2001, the Company had long-term debt of $94,368, and
short-term debt of $2,815. This debt consisted of the following:

     - $28,183 of 7.48% notes with an eleven-year principal payout which began
       in 2001;

     - $54,000 of 7.75% notes with an eleven-year principal payout beginning in
       2011; and

     - $15,000 of 7.84% notes with a five-year principal payout beginning in
       2022.

     On October 1, 2001, the Company made its first $2,815 principal payment to
its bond holders.

                                        21
<PAGE>

     The Company would incur a "make whole" redemption premium should it choose
to pay off any series issue prior to its maturity. The economic benefit from
refinancing at a lower interest rate would be offset by the redemption penalty
incurred. These notes contain certain limitations on the Company's ability to
incur additional indebtedness.

     The Company believes that its cash flows from operations and existing
working capital (including a reduced member fee rebate, current tax benefits and
increased rental income) will be sufficient to meet its needs for the
foreseeable future, including capital and operating expenditures associated with
the development of its electronic trading strategy and other initiatives. In
addition, the Company has the ability, and may seek, to raise capital through
the issuance of debt or equity in the private and public capital markets.

CRITICAL ACCOUNTING POLICIES

REVENUE RECOGNITION

  Clearing and Transaction Revenues

     The largest source of the Company's operating revenues are clearing and
transaction fees. These fees are recognized as revenue in the same period that
trades are effectuated on the Exchange. Clearing and transaction fees receivable
are monies due the Exchange from clearing member firms. Exposure to losses on
receivables is principally dependent on each member firm's financial condition.
Members' equity interests collateralize fees owed to the Exchange. At the end of
December 31, 2001 and 2000, no clearing and transaction fees receivable balance
was greater than the member's interests. Management does not believe that a
concentration of credit risk exists from these receivables. The Company retains
the right to liquidate a member's interests in order to satisfy its receivable.

  Market Data Revenue

     The Company provides real time information to subscribers regarding prices
of futures and options contracts traded on the Exchange. As is common business
practice in the industry, fees are remitted to the Exchange by market data
vendors on behalf of subscribers. Revenues are accrued for the current month
based on the last month reported. The Company conducts periodic audits of the
information provided.

  Capitalization of Internally-Developed Software

     The costs incurred for the development of computer software are evaluated
on a project by project basis and capitalized in accordance with Statement of
Position 98-1. Projects are amortized over 3-5 year period. In 2001, $13,401 was
capitalized for costs incurred principally with regard to electronic trading
systems.

  Recent Accounting Pronouncements

     In June 1998, Financial Accounting Standards Board ("FASB") issued SFAS No.
133, Accounting for Derivative Instruments and Hedging Activities, which was
later amended by SFAS No. 138. Among other provisions, it requires that entities
recognize all derivatives as either assets or liabilities in the balance sheet
and measure those instruments at fair value. Gains and losses resulting from
changes in the fair values of those derivatives would be accounted for depending
on the use of the derivative and whether it qualifies for hedge accounting
treatment. The effective date of this standard was delayed via the issuance of
SFAS No. 137. The effective date of SFAS No. 133 is now for fiscal years
beginning after June 15, 2000, though earlier adoption is encouraged and
retroactive application is prohibited. Effective January 1, 2001, the Company
adopted this statement. Upon adoption, SFAS No. 133 had no impact on the
Company's financial position or results of operations.

     In September 2000, FASB issued SFAS No. 140, Accounting for Transfers and
Servicing of Financial Assets and Extinguishments of Liabilities -- a
Replacement of FASB Statement No. 125, which revises the standards of accounting
for securitizations and other transfers of financial assets and collateral. The
provisions of SFAS No. 140 carry over most of the guidance outlined in SFAS No.
125 and further establish accounting and reporting standards with a
financial-components approach that focuses on control. Under this approach,

                                        22
<PAGE>

financial assets or liabilities are recognized when control is established and
derecognized when control has been surrendered or the liability has been
extinguished. In addition, specific implementation guidelines have been
established to further distinguish transfers of financial assets that are sales
from transfers that are secured borrowings. SFAS No. 140 is effective
prospectively for transfers occurring after March 31, 2001 and for disclosures
relating to securitization transactions and collateral for fiscal years ended
after December 15, 2000. The Company adopted the provisions of SFAS No. 140 that
relate to disclosures of securitization transactions and collateral in the
preparation of its consolidated financial statements for the year ended December
31, 2000. The Company adopted the remaining provisions of SFAS No. 140 as
required in 2001. Upon adoption, SFAS No. 140 had no impact on the Company's
financial position or results of operations. The Company enters into reverse
repurchase agreements that fall under the guidelines of SFAS No. 140.

     In June 2001, FASB issued SFAS No. 142, Goodwill and Other Intangible
Assets, which supercedes APB Opinion No. 17, Intangible Assets. This statement,
effective for fiscal years beginning after December 15, 2001, addresses, among
other things, how goodwill and other intangible assets should be accounted for
after they have been initially recognized in the financial statements. The
provisions of SFAS No. 142 provide for an impairment test to be performed at
least annually rather than recording monthly amortization. The Company believes
that the adoption of SFAS No. 142 will have a material effect on operations. The
Company believes that the adoption of this standard will increase, exclusive of
impairment, annual income by $2,153,000, or $2,638 per share, which is the
amount of annual amortization of goodwill. The Company does not believe an
impairment charge will be required as a result of the adoption of this standard.

     In August 2001, FASB issued SFAS No. 143, Accounting for Asset Retirement
Obligations. This statement, effective for fiscal years beginning after June 15,
2002, requires entities to record the fair value of a liability for an asset
retirement obligation in the period in which it is incurred. When the liability
is initially recorded, the entity capitalizes a cost by increasing the carrying
amount of the related long-lived asset. Over time, the liability is accreted to
its present value each period, and the capitalized cost is depreciated over the
useful life of the related asset. Upon settlement of the liability, an entity
either settles the obligation for its recorded amount or incurs a gain or loss
upon settlement. The adoption of this statement is not expected to have an
impact on the Company's financial position or results of operation.

     In October 2001, the Emerging Issues Task Force issued EITF No. 01-10,
Accounting for the Impact of the Terrorist Attacks of September 11, 2001. This
statement, among other things, addresses how costs and insurance recoveries for
business affected by this event should be accounted for in the financial
statements. The provisions of EITF No. 01-10 provide guidelines for the
recording of a contingent insurance recovery. The Company adopted the provisions
of EITF No. 01-10 during the third quarter of 2001.

  Recent Developments

     For a discussion of the Company's recent business developments see Item 1.
Business. Recent Business Developments beginning on page 8.

  Responsibility for Financial Reporting

     Management is responsible for the preparation, integrity and objectivity of
the audited consolidated financial statements and related notes, and the other
financial information contained in this Form 10-K. Such financial statements
have been prepared in accordance with accounting principles generally accepted
in the United States of America and are considered by management to present
fairly the Company's consolidated financial position, results of operations and
cash flows. These audited consolidated financial statements include some amounts
that are based on management's best estimates and judgements, giving due
consideration to materiality.

                                        23
<PAGE>

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

     The table below provides information about the Company's marketable
securities, excluding equity securities, including expected principal cash flows
for the years 2002 through 2007 and thereafter (in thousands). These securities
are classified at trading.

                     PRINCIPAL AMOUNTS BY EXPECTED MATURITY
                              AT DECEMBER 31, 2001

<Table>
<Caption>
                                                                                                          FAIR
                                                                                             TOTAL       MARKET
                                                                                 2007      PRINCIPAL   VALUE AS OF
                                                                                 AND         CASH       DECEMBER
                                 2002     2003     2004     2005     2006     THEREAFTER     FLOWS        2001
                                ------   ------   ------   ------   -------   ----------   ---------   -----------
<S>                             <C>      <C>      <C>      <C>      <C>       <C>          <C>         <C>
Municipal Bonds...............  $4,995   $3,892   $6,433   $3,073   $12,567    $29,594      $60,554      $61,154
Weighted average interest
  rate........................    5.70%    4.89%    4.67%    4.80%     5.02%      4.68%
                                ------   ------   ------   ------   -------    -------      -------      -------
Total Portfolio, excluding
  equity securities...........  $4,995   $3,892   $6,433   $3,073   $12,567    $29,594      $60,554      $61,154
                                ======   ======   ======   ======   =======    =======      =======      =======
</Table>

                     PRINCIPAL AMOUNTS BY EXPECTED MATURITY
                              AT DECEMBER 31, 2000

<Table>
<Caption>
                                                                                                          FAIR
                                                                                             TOTAL       MARKET
                                                                                 2006      PRINCIPAL   VALUE AS OF
                                                                                 AND         CASH       DECEMBER
                                 2001     2002     2003     2004     2005     THEREAFTER     FLOWS        2000
                                ------   ------   ------   ------   -------   ----------   ---------   -----------
<S>                             <C>      <C>      <C>      <C>      <C>       <C>          <C>         <C>
Municipal Bonds...............  $2,633   $3,777   $1,133   $3,397   $ 9,785    $49,914      $70,639      $73,037
Weighted average interest
  rate........................    6.19%    5.86%    4.62%    5.02%     5.07%      4.77%
                                ------   ------   ------   ------   -------    -------      -------      -------
Total Portfolio, excluding
  equity securities...........  $2,633   $3,777   $1,133   $3,397   $ 9,785    $49,914      $70,639      $73,037
                                ======   ======   ======   ======   =======    =======      =======      =======
</Table>

  Interest Rate Risk

     Current Assets.  In the normal course of business, the Company invests
primarily in fixed income securities. Marketable securities bought by the
Company are typically held for the purpose of selling them in the near term and
are classified as trading securities. Unrealized gains and losses are included
in earnings. For the years ended December 31, 2001 and 2000, the Company had net
investment income of $4.6 million and $9.4 million, respectively. Accordingly, a
substantial portion of the Company's income depends upon its ability to continue
to invest monies in these instruments at prevailing interest rates and market
prices. The fair value of these securities at December 31, 2001 and 2000 was $65
million and $78 million, respectively. The change in fair value, using a
hypothetical 10% decline in prices, is estimated to be a $6.5 million and $7.8
million loss for December 31, 2001 and 2000, respectively. The Company also
invests in U.S. government securities and repurchase agreements and maintains
interest-bearing balances in its trading accounts with its investment managers.

     Debt.  The interest rate on the Company's long-term indebtedness is a
weighted average fixed rate of 7.68%. The Company's fixed rate debt is exposed
to the risk that the fair market value of its debt will increase in a declining
interest rate environment. This would result in the Company paying a redemption
premium if it should choose to refinance this debt. Management has not deemed it
necessary to employ any market or interest risk management strategies, such as
interest rate swap agreements. In the future, as the Company pursues its market
strategy, it may become subject to a higher degree of interest rate sensitivity
if it is required to borrow at higher or at variable rates. This could
significantly increase the Company's future sensitivity to interest rate
fluctuations and materially affect, in a negative manner, the Company's future
financial position and results of operations. There have been no material
changes in the Company's outstanding debt since December 31, 2001.

                                        24
<PAGE>

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

     See Index to Financial Information on page F-2.

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

     On July 12, 2001, the Board of Directors of the Company elected not to
renew Deloitte & Touche LLP ("D&T") as the Company's independent accountants,
effective immediately.

     The decision to change accountants was recommended by the Audit Committee
and approved by NYMEX Holdings' Board of Directors. The decision followed a
process during which D&T and other accounting firms were invited to submit bids
for engagement as the Company's independent accountants.

     During the last two fiscal years and the subsequent interim period to the
date hereof, there were no disagreements between the Company and D&T on any
matters of accounting principles or practices, financial statement disclosure,
or auditing scope or procedure, which disagreement(s), if not resolved to the
satisfaction of D&T, would have caused it to make a reference to the subject
matter of the disagreement(s) in connection with its reports.

     The audit reports of D&T on the Company's consolidated financial statement
for the years ended December 31, 2000 and 1999 did not contain any adverse
opinion or a disclaimer of opinion, nor were they qualified or modified as to
uncertainty, audit scope, or accounting principles.

                                        25
<PAGE>

                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT AND THE EXCHANGE.

     Set forth below are: (1) the names and ages of all directors (including
directors who are also executive officers) of the Company at March 4, 2002, (2)
all positions with the Company presently held by each such person and (3) the
positions held by, and principal areas of responsibility of, each such person
during the last five years.

<Table>
<Caption>
                                                                                                TERM
                                                                                             EXPIRATION
NAME OF DIRECTOR                                                                                DATE
----------------                                                                             ----------
<S>                                    <C>  <C>                                              <C>
Vincent Viola........................   46  Chairman                                            2004
Mitchell Steinhause..................   54  Vice Chairman                                       2002
Richard Schaeffer....................   49  Director, Treasurer                                 2002
Gary Rizzi...........................   47  Director, Secretary                                 2004
Madeline Boyd........................   49  Director                                            2004
Joseph Cicchetti.....................   49  Director                                            2002
Robert Coakley.......................   38  Director                                            2002
John Conheeney.......................   72  Public Director                                     2003
Joel Faber...........................   61  Director                                            2004
Melvyn Falis.........................   61  Public Director                                     2002
Kenneth Garland......................   53  Director                                            2004
Anthony George Gero..................   65  Director                                            2002
David Greenberg......................   37  Director                                            2003
E. Bulkeley Griswold.................   63  Public Director                                     2003
Jesse B. Harte.......................   43  Director                                            2003
Scott Hess...........................   44  Director                                            2003
Steven Karvellas.....................   42  Director                                            2002
Harley Lippman.......................   47  Public Director                                     2004
Michel Marks.........................   52  Director                                            2004
Kevin McDonnell......................   42  Director                                            2002
John McNamara........................   45  Director                                            2004
Gordon Rutledge......................   48  Director                                            2004
Richard Saitta.......................   52  Director                                            2003
Robert Steele........................   63  Public Director                                     2004
J. Robert Collins, Jr................   36  President
Neal L. Wolkoff, Esq.................   46  Executive Vice President and Chief Operating
                                            Officer
David Keller.........................   41  Chief Information Officer
Christopher K. Bowen, Esq............   41  General Counsel and Chief Administrative
                                            Officer
Patrick F. Conroy....................   44  Senior Vice President -- Finance
Thomas J. LaSala.....................   40  Senior Vice President -- Compliance and Risk
                                            Management
Robert Levin.........................   45  Senior Vice President -- Planning and
                                            Development
Stuart A. Smith......................   54  Senior Vice President -- Operations
</Table>

                                        26
<PAGE>

     The Board of Directors of the Company is comprised of 25 members. There is
currently one vacancy on the Board. On March 20, 2001, the stockholders of NYMEX
Holdings and the Class A members of NYMEX Exchange voted to increase the size of
their respective Boards of Directors by three members to include those persons
who have leased out their last or sole membership in NYMEX Exchange. This change
became effective after the filing of the appropriate corporate documentation
with the CFTC and the State of Delaware. An election to fill the newly created
board positions and board vacancies was held on May 23, 2001.

MEMBERS OF THE BOARD OF NYMEX HOLDINGS, INC.

     The information in the Proxy Statement set forth under the caption
"Directors" is incorporated herein by reference.

BOARD MEETINGS AND COMMITTEES

     The Board of Directors of the Company held a total of twenty-three (23)
meetings, including one (1) Annual Meeting of Stockholders and one (1) Special
Meeting of Stockholders, during 2001. None of the Directors attended less than
75% of the meetings. The Board has established Executive, Audit, Compensation
and certain other committees. It does not have a Nominating Committee.

Executive Committee

     The Executive Committee consists of Vincent Viola, Mitchell Steinhause,
Richard Schaeffer, Gary Rizzi and Steven Karvellas. This Committee met
fifty-five (55) times in the year 2001. The Executive Committee may exercise the
authority of the Board. The Executive Committee shall perform other duties as
are specified by the Board or as are provided in the Company's bylaws and rules.

Audit Committee

     The Audit Committee consists of E. Bulkeley Griswold, John Conheeney, and
Robert Steele. As of February 6, 2002, Vincent Viola no longer served on the
Audit Committee. This Committee met four (4) times in 2001. The Audit Committee
makes recommendations concerning the engagement of public accountants, reviews
with the public accountants the scope and results of the audit engagement,
approves professional services provided by the public accountants, reviews the
independence of the public accountants, considers the range of audit and
non-audit fees and reviews the adequacy of the Company's internal accounting
controls.

Compensation Committee

     The Board of Directors established an Executive Compensation Committee in
February 2002. The Committee consists of E. Bulkeley Griswold, John Conheeney,
Melvyn Falis, Harley Lippman and Robert Steele. The Compensation Committee
reviews issues related to executive compensation, such as salary and bonus
ranges and incentive compensation plans. The Compensation Committee also
determines the bonus amounts for the Chairman and other executive officers.

     Set forth below are: (1) the names and ages of all executive officers
(including executive officers who are also directors) of the Company at March 4,
2002, (2) all positions with the Company presently held by each such person, and
(3) the positions held by, and principal areas of responsibility of, each such
person during the last five years. Information for the Company's Directors is
incorporated by reference to the Proxy Statement.

<Table>
<Caption>
NAME                                                     POSITION(S) HELD               AGE
----                                                     ----------------               ---
<S>                                         <C>                                         <C>
VINCENT VIOLA                               CHAIRMAN                                    46
</Table>

     Mr. Viola was elected Chairman in 2001. Mr. Viola formed the First Bank
Group. From 1993 to 1996 he served as Vice Chairman of the Board. During his
board tenure, Mr. Viola served as chairman of the strategic planning committee
and was instrumental in developing the NYMEX ACCESS(R) electronic trading
platform.

                                        27
<PAGE>

In 1990 he formed a proprietary futures and options trading group on the NYMEX
Division and the International Petroleum Exchange.

<Table>
<S>                                         <C>                                         <C>
MITCHELL STEINHAUSE                         VICE CHAIRMAN                               54
</Table>

     Mr. Steinhause is presently an independent floor broker. He was elected
Vice Chairman of the Board in March 2000. He has previously served as Corporate
Secretary from 1996 to 1998 and has been a member of NYMEX Division since 1975
as both a floor broker and a local trader.

<Table>
<S>                                         <C>                                         <C>
RICHARD SCHAEFFER                           TREASURER                                   49
</Table>

     Mr. Schaeffer is presently a Senior Vice President and Director of Global
Energy Futures for ABN AMRO, Inc. He has been NYMEX Exchange's Treasurer since
March 1993. Prior to 1990, he was Senior Vice President/Director of the Chicago
Corp., which was a clearing member of both the NYMEX and COMEX Divisions from
1997 until its merger with ABN AMRO, Inc.

<Table>
<S>                                         <C>                                         <C>
GARY RIZZI                                  SECRETARY                                   47
</Table>

     Mr. Rizzi has been the Company's Secretary since 2001. He has been a
director since 1995. Mr. Rizzi has been a Vice President of AGE Commodity
Clearing Corp. since 2001 and was an Associate Vice President since 1985. Mr.
Rizzi has served on the Executive Committee since 2000. He is also a member of
the COMEX Division and both divisions of the New York Board of Trade.

<Table>
<S>                                         <C>                                         <C>
J. ROBERT COLLINS, JR.                      PRESIDENT                                   36
</Table>

     Mr. Collins was appointed President of NYMEX Exchange on July 23, 2001. Mr.
Collins was Senior Vice President of natural gas trading at El Paso Merchant
Energy - Gas, LP., a division of El Paso Energy Corp. Mr. Collins directed the
natural gas derivatives portfolio. Before joining El Paso in 1997, Mr. Collins
was a natural gas and crude oil options market maker with Pioneer Futures, Inc.
on the floor of NYMEX Exchange. Mr. Collins had been a director in 2001 and a
member of NYMEX Exchange since 1996.

<Table>
<S>                                         <C>                                         <C>
NEAL L. WOLKOFF                             EXECUTIVE VICE PRESIDENT AND CHIEF          46
                                            OPERATING OFFICER
</Table>

     Mr. Wolkoff served as Executive Vice President of NYMEX Holdings since 2000
and Executive Vice President of NYMEX Exchange since July 1993 and was Senior
Vice President - Operations and Regulatory Affairs from November 1989 to July
1993. Mr. Wolkoff also serves as Executive Vice President and Chief Operating
Officer of the COMEX Division. He previously served as a director of Enersoft
Inc. Earlier in his career, he served as a trial attorney with the CFTC. Mr.
Wolkoff was appointed Chief Operating Officer in February 2002.

<Table>
<S>                                         <C>                                         <C>
DAVID KELLER                                CHIEF INFORMATION OFFICER                   41
</Table>

     Mr. Keller serves as Chief Information Officer of NYMEX Holdings and has
been Chief Information Officer of NYMEX Exchange since May 2000. Prior to
joining NYMEX Exchange, Mr. Keller was the Chief Information and Technology
Officer of Sempra Energy Trading Corp. and prior to that, was President, Chief
Executive Officer and Founder of Enersoft Corporation. Mr. Keller also serves as
Chief Information Officer of COMEX and CCA.

<Table>
<S>                                         <C>                                         <C>
CHRISTOPHER K. BOWEN                        GENERAL COUNSEL AND CHIEF ADMINISTRATIVE    41
                                            OFFICER
</Table>

     Mr. Bowen was appointed General Counsel and Chief Administrative Officer in
February 2002. Mr. Bowen has served as Senior Vice President and General Counsel
of NYMEX Holdings since 2000 and has been Senior Vice President and General
Counsel of the NYMEX Exchange since 1997. Mr. Bowen has held positions of
Associate General Counsel and Senior Associate General Counsel. He has also
served as

                                        28
<PAGE>

Counsel/Manager of Futures Compliance at Morgan Stanley & Co., Inc. and as an
attorney at the CFTC. Mr. Bowen serves as General Counsel and Chief
Administrative Officer of COMEX and CCA.

<Table>
<S>                                         <C>                                         <C>
PATRICK F. CONROY                           SENIOR VICE PRESIDENT - FINANCE             44
</Table>

     Mr. Conroy serves as Senior Vice President - Finance of NYMEX Holdings and
has been Senior Vice President - Finance of NYMEX Exchange since January 1993.
Mr. Conroy also serves as Senior Vice President - Finance of COMEX and CCA.

<Table>
<S>                                         <C>                                         <C>
THOMAS J. LASALA                            SENIOR VICE PRESIDENT - COMPLIANCE AND      40
                                            RISK MANAGEMENT
</Table>

     Mr. LaSala was appointed Senior Vice President - Compliance and Risk
Management in February 2002. Mr. LaSala previously served as Vice
President - Compliance of NYMEX Holdings since 2000 and NYMEX Exchange since
1994. Mr. LaSala also serves as Senior Vice President - Compliance and Risk
Management of COMEX.

<Table>
<S>                                         <C>                                         <C>
ROBERT LEVIN                                SENIOR VICE PRESIDENT - PLANNING AND        45
                                            DEVELOPMENT
</Table>

     Mr. Levin serves as Senior Vice President - Planning and Development of
NYMEX Holdings and has been Senior Vice President - Planning and Development of
NYMEX Exchange since June 1993. Mr. Levin was Vice President - Product
Development of NYMEX Exchange from July 1991 until June 1993. Mr. Levin also
currently serves as Senior Vice President-Planning and Development of COMEX.

<Table>
<S>                                         <C>                                         <C>
STUART A. SMITH                             SENIOR VICE PRESIDENT - OPERATIONS          54
</Table>

     Mr. Smith serves as Senior Vice President - Operations of NYMEX Holdings
and has been Senior Vice President - Operations of the NYMEX Exchange since May
1992. Mr. Smith currently serves as Senior Vice President - Operations of COMEX.
Mr. Smith previously served as Vice President of Trading Floor Operations from
1986 to 1996.

     None of the directors, except for the Chairman, currently is or has ever
been an officer or employee of the Company or any of its subsidiaries, nor were
there any Executive Committee interlocks or other relationships during 2001
requiring disclosure under interim 402(j) of Regulation S-K of the SEC.

ITEM 11.  EXECUTIVE OFFICER COMPENSATION

     The information in the Proxy Statement set forth under the captions
     "Executive Officer Compensation" and "Information Regarding the current
     Board of Directors" and "Compensation of Directors" is incorporated herein
     by reference.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

     The information set forth under the caption "Information Regarding
     Beneficial Ownership of Principal Shareholders, Directors, and Management"
     of the Proxy Statement is incorporated herein by reference.

ITEM 13.  CERTAIN BUSINESS RELATIONSHIPS AND RELATED TRANSACTIONS

     The inherent nature of the Company's business frequently gives rise to
related party transactions. The majority of the Company's shareholders,
including several members of the board of directors, frequently do business with
the NYMEX or COMEX Division. The Board establishes fees and usage charges and
also determines the extent of any member rebate program.

                                        29
<PAGE>

     The following are descriptions of material transactions involving the
Company and its directors:

     Pioneer Futures, Inc. ("Pioneer"), of which the Chairman of the Board of
the Company is the sole shareholder, is one of the largest clearing members with
whom the Company does business. For the year ended December 31, 2001, a total of
$8,319,618 in revenue was derived from Pioneer from clearing and transaction
fees, rental income, and various other floor fees. This amount represents 6% of
the Company's total consolidated revenue.

     Pioneer Futures, Inc., currently leases from NYMEX Exchange approximately
43,115 square feet of space at the One North End Avenue facility. Pioneer has
nine (9) leases as follows: (1) 5,019 square feet expiring on November 20, 2002;
(2) 10,360 square feet expiring on December 14, 2002; (3) 2,840 square feet
expiring on December 14, 2002; (4) 561 square feet expiring on December 31,
2002; (5) 1,372 square feet expiring on May 31, 2003; (6) 792 square feet
expiring on July 31, 2003; (7) 2,560 square feet expiring on September 1, 2003;
(8) 718 square feet expiring on November 30, 2003; and (9) 18,893 square feet
expiring on June 30, 2005.

     As of December 1, 2001, Pioneer Futures, Inc., assigned its rights to the
following leases: 5,019 square feet expiring on November 20, 2002; 792 square
feet expiring on July 31, 2003; and 718 square feet expiring on November 30,
2003.

     From June 1, 2001 to October 31, 2001, Pioneer Futures, Inc., occupied
additional office space: 536 square feet for $1,829 a month and 1,608 square
feet for $5,487 a month. The aggregate amount of rent collected from Pioneer
during 2001 was $1,679,817.

     Sterling Commodities Corp., of which David Greenberg, a director of the
Company, is the President, currently leases from NYMEX Exchange approximately
6,253 square feet of space at the One North End Avenue facility. The lease
expires on November 23, 2002. The current annual rent for this space is
$225,108. The director's father is Chief Executive Officer and 100% owner of
Sterling Commodities Corp.

     Genesis 10, of which Harley Lippman, a Public director of the Company, is
the founder and Chief Executive Officer, is an information
technology - consulting firm. Mr. Lippman owns 90% of the equity interest of
Genesis 10. The Company has entered into a written contractual relationship with
Genesis 10 pursuant to which Genesis 10 provides the services of one temporary
Senior Developer/Architect. The Company has paid approximately $286,233 to
Genesis 10 for services rendered in 2001. If the Senior Developer/Architect is
hired on a permanent basis, NYMEX Exchange will be obligated to pay Genesis 10 a
fee of 30% of annual compensation.

     The Company has provided financial guarantees and pledged collateral
relating to a membership seat financing program with one of its banks. Pursuant
to this program, the member remains primarily liable for the loan that is used
to purchase an interest in the Company. The Company's guarantee is limited to
the lesser of $500,000 or 50% of the purchase price of the membership interest,
and the Company has the right to liquidate the interest if the member defaults
on the loan. Under the program, the Company may issue guarantees totaling, in
the aggregate, up to $11 million. As of February 15, 2002, the following
directors had loan balances relating to this program of greater than $60,000:
Robert Coakley ($276,013) and Steven Karvellas ($190,000).

                                        30
<PAGE>

                                    PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULE AND REPORTS ON FORM 8-K.

         1. Consolidated Financial Statements

            The consolidated financial statements required to be filed hereunder
            are listed on page F-2 hereof by reference to the corresponding page
            number in the Annual Report.

         2. Financial Statement Schedule

            All schedules are omitted because they are not applicable or the
            required information is shown in the financial statements or notes
            thereto.

         3. Exhibits

          Certain of the following exhibits were previously filed as exhibits to
     other reports or registration statements filed by NYMEX Holdings and are
     incorporated herein by reference to such reports or registration statements
     as indicated parenthetically below by the appropriate report reference date
     or registration statement number.

EXHIBITS

<Table>
<S>      <C>
2.2      Form of Agreement and Plan of Merger by and among New York
         Mercantile Exchange, Inc., NYMEX Holdings, Inc. and NYMEX
         Merger Sub, Inc. (incorporated herein by reference to
         Exhibit 2.2 of Form S-4 (file no. 333-30332))
3.1      Amended and Restated Certificate of Incorporation of NYMEX
         Holdings, Inc. (incorporated herein by reference to Exhibit
         3.1 of Form 10-K for the year 2000 (file no. 333-30332)).
3.2      Bylaws of NYMEX Holdings, Inc. (incorporated herein by
         reference to Exhibit 3.2 of Form S-4 (file no. 333-30332)).
4        Note Purchase Agreement among NYMEX and each of Purchasers
         listed in Schedule A attached thereto dated October 15,
         1996. (incorporated herein by reference to Exhibit 10.5 of
         Form S-4 (file no. 333-30332)).
10.1     NYMEX Amended and Restated Members' Retention and Retirement
         Plan effective December 31, 1997. (incorporated herein by
         reference to Exhibit 10.1 of Form S-4 (file no. 333-30332)).
10.2     Trust under the NYMEX Members' Retention and Retirement Plan
         dated December 31, 1997. (incorporated herein by reference
         to Exhibit 10.2 of Form S-4 (file no. 333-30332)).
10.3     Ground Lease between Battery Park City Authority and NYMEX
         dated May 18, 1995. (incorporated herein by reference to
         Exhibit 10.3 of Form S-4 (file no. 333-30332)).
10.4     Funding Agreement among New York State Urban Development
         Corporation, Battery Park City Authority and NYMEX dated May
         18, 1995. (incorporated herein by reference to Exhibit 10.4
         of Form S-4 (file no. 333-30332)).
10.5     NYMEX Holdings, Inc. Executive Income Deferral Program.
         (incorporated herein by reference to Exhibit 10.5 of Form
         10-K for the year 2000 (file no. 333-30332)).
10.6     Network License Order Form between Oracle Corporation and
         NYMEX, accompanying Payment Plan Agreement and Payment
         Schedule between Oracle Credit Corporation and NYMEX
         (incorporated herein by reference to Exhibit 10.6 of Form
         S-4 (file no. 333-30332)).
10.7     Network License Order Form between Oracle Corporation and
         NYMEX, accompanying Payment Schedule between Oracle Credit
         Corporation and NYMEX and Amendment 1 to the Network License
         Order Form (incorporated herein by reference to Exhibit 10.7
         of Form S-4 (file no. 333-30332)).
</Table>

                                        31
<PAGE>
<Table>
<S>      <C>
10.8     Network License Order Form between Oracle Corporation and
         NYMEX and accompanying Payment Schedule between Oracle
         Credit Corporation and NYMEX. (incorporated herein by
         reference to Exhibit 10.8 of Form S-4 (file no. 333-30332)).
10.8.1   Software License and Services Agreement between Oracle
         Corporation and NYMEX effective January 6, 1995
         (incorporated herein by reference to Exhibit 10.8.1 of Form
         S-4 (file no. 333-30332)).
10.9     Smartnet Agreement between Cisco Systems, Inc. and NYMEX
         dated May 21, 1996. (incorporated herein by reference to
         Exhibit 10.9 of Form S-4 (file no. 333-30332)).
10.10    Network Supported Account Agreement between Cisco Systems,
         Inc. and NYMEX dated May 21, 1996 (incorporated herein by
         reference to Exhibit 10.10 of Form S-4 (file no.
         333-30332)).
10.11    COMEX Members' Retention and Retirement Plan (incorporated
         herein by reference to Exhibit 10.11 of Form 10-K for the
         year 2000 (file no. 333-30332)).
10.12    Employment Agreement between NYMEX Holdings and Neal L.
         Wolkoff, Esq. (incorporated herein by reference to Exhibit
         10.12 of Form 10-K for the year 2000 (file no. 333-30332)).
21.1     Subsidiaries of NYMEX Holdings, Inc. (incorporated herein by
         reference to Exhibit 21.1 of Form S-4 (file no. 333-30332)).
99       Published report regarding the demutualization vote by
         Security holders on June 20, 2000. (incorporated herein by
         reference to Exhibit 99 of Form 10-K for the year 2000 (file
         no. 333-30332)).
</Table>

                                        32
<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, NYMEX Holdings, Inc. has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.

Dated: March 4, 2002

                                          NYMEX HOLDINGS, INC.

                                          BY:       /s/ VINCENT VIOLA
                                            ------------------------------------
                                                       VINCENT VIOLA
                                             Chairman of the Board of Directors
                                               (Principal Executive Officer)

     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THIS
REPORT HAS BEEN SIGNED BY THE FOLLOWING PERSONS ON BEHALF OF NYMEX HOLDINGS,
INC. AND IN THE CAPACITIES AND ON THE DATE INDICATED.

<Table>
<Caption>
                      SIGNATURE                                TITLE               DATE
                      ---------                                -----               ----
<S>                                                    <C>                    <C>

                  /s/ VINCENT VIOLA                    Chairman of the Board  March 4, 2002
-----------------------------------------------------
                    VINCENT VIOLA




               /s/ MITCHELL STEINHAUSE                     Vice Chairman      March 4, 2002
-----------------------------------------------------
                 MITCHELL STEINHAUSE




                                                             Treasurer        March 4, 2002
-----------------------------------------------------
                  RICHARD SCHAEFFER




                                                             Secretary        March 4, 2002
-----------------------------------------------------
                     GARY RIZZI




                  /s/ MADELINE BOYD                          Director         March 4, 2002
-----------------------------------------------------
                    MADELINE BOYD




                /s/ JOSEPH CICCHETTI                         Director         March 4, 2002
-----------------------------------------------------
                  JOSEPH CICCHETTI




                 /s/ ROBERT COAKLEY                          Director         March 4, 2002
-----------------------------------------------------
                   ROBERT COAKLEY




                 /s/ JOHN CONHEENEY                          Director         March 4, 2002
-----------------------------------------------------
                   JOHN CONHEENEY




                                                             Director         March 4, 2002
-----------------------------------------------------
                     JOEL FABER




                                                             Director         March 4, 2002
-----------------------------------------------------
                    MELVYN FALIS




                 /s/ KENNETH GARLAND                         Director         March 4, 2002
-----------------------------------------------------
                   KENNETH GARLAND




               /s/ ANTHONY GEORGE GERO                       Director         March 4, 2002
-----------------------------------------------------
                 ANTHONY GEORGE GERO
</Table>

                                        33
<PAGE>

<Table>
<Caption>
                      SIGNATURE                                TITLE               DATE
                      ---------                                -----               ----

<S>                                                    <C>                    <C>




                 /s/ DAVID GREENBERG                         Director         March 4, 2002
-----------------------------------------------------
                   DAVID GREENBERG




                                                             Director         March 4, 2002
-----------------------------------------------------
                E. BULKELEY GRISWOLD




                 /s/ JESSE B. HARTE                          Director         March 4, 2002
-----------------------------------------------------
                   JESSE B. HARTE




                   /s/ SCOTT HESS                            Director         March 4, 2002
-----------------------------------------------------
                     SCOTT HESS




                /s/ STEVEN KARVELLAS                         Director         March 4, 2002
-----------------------------------------------------
                  STEVEN KARVELLAS




                 /s/ HARLEY LIPPMAN                          Director         March 4, 2002
-----------------------------------------------------
                   HARLEY LIPPMAN




                                                             Director         March 4, 2002
-----------------------------------------------------
                    MICHEL MARKS




                 /s/ KEVIN MCDONNELL                         Director         March 4, 2002
-----------------------------------------------------
                   KEVIN MCDONNELL




                  /s/ JOHN MCNAMARA                          Director         March 4, 2002
-----------------------------------------------------
                    JOHN MCNAMARA




                 /s/ GORDON RUTLEDGE                         Director         March 4, 2002
-----------------------------------------------------
                   GORDON RUTLEDGE




                 /s/ RICHARD SAITTA                          Director         March 4, 2002
-----------------------------------------------------
                   RICHARD SAITTA




                                                             Director         March 4, 2002
-----------------------------------------------------
                    ROBERT STEELE




                                                             President        March 4, 2002
-----------------------------------------------------
               J. ROBERT COLLINS, JR.




                                                          Executive Vice      March 4, 2002
-----------------------------------------------------   President and Chief
                   NEAL L. WOLKOFF                       Operating Officer




                /s/ PATRICK F. CONROY                  Senior Vice President  March 4, 2002
-----------------------------------------------------       Finance and
                  PATRICK F. CONROY                       Administration




                  /s/ JOSEPH FILKO                          Controller        March 4, 2002
-----------------------------------------------------
                    JOSEPH FILKO
</Table>

                                        34
<PAGE>

                     NYMEX HOLDINGS, INC. AND SUBSIDIARIES

                             FINANCIAL INFORMATION

                  FOR INCLUSION IN ANNUAL REPORT ON FORM 10-K

                      FISCAL YEAR ENDED DECEMBER 31, 2001

                                       F-1
<PAGE>

                     NYMEX HOLDINGS, INC. AND SUBSIDIARIES

                         INDEX TO FINANCIAL INFORMATION
                                   ITEM 14(1)

ITEM 14(1)  FINANCIAL STATEMENTS

<Table>
<S>                                                           <C>
Management's Responsibility for Financial Statements........  F-3
Report of Independent Auditors, Ernst & Young LLP...........  F-4
Report of Independent Auditors, Deloitte & Touche LLP.......  F-5
Consolidated Balance Sheets at December 31, 2001 and 2000...  F-6
Consolidated Statements of Operations for the years ended
  December 31, 2001, 2000 and 1999..........................  F-7
Consolidated Statements of Stockholders/Members' Equity for
  the years ended December 31, 2001, 2000 and 1999..........  F-8
Consolidated Statements of Cash Flows for the years ended
  December 31, 2001, 2000 and 1999..........................  F-9
Notes to Consolidated Financial Statements..................  F-10
</Table>

     All other financial statements and schedules have been omitted since the
required information is not applicable or is included in Item 14(1) -- Financial
Statements.

                                       F-2
<PAGE>

              MANAGEMENT'S RESPONSIBILITY FOR FINANCIAL STATEMENTS

To Our Stockholders:

     Management is responsible for the reliability of the consolidated financial
statements and related notes. The financial statements were prepared in
conformity with accounting principles generally accepted in the United States of
America and include amounts based upon our estimates and assumptions, as
required. The consolidated financial statements for the year ended December 31,
2001 have been audited by our independent auditors, Ernst & Young LLP, who were
given free access to all financial records and related data, including minutes
of the meetings of the Board of Directors and Committees of the Board. We
believe that our representations to the independent auditors are valid and
appropriate.

     Management maintains a system of internal accounting controls designed to
provide reasonable assurance as to the reliability of the financial statements,
as well as to safeguard assets from unauthorized use or disposition. The system
is supported by formal policies and procedures. Our internal audit function
monitors and reports on the adequacy of and compliance with the internal control
system, and appropriate actions are taken to address significant control
deficiencies and other opportunities for improving the system as they are
identified. The Audit Committee consists of three Public Directors appointed by
the Board. One of the Public Directors serves as chairman of the committee. The
Audit Committee meets several times each year with representatives of
management, including the Chief Financial Officer, the Vice President of
Internal Audit and the independent auditors to review the financial reporting
process and controls in place to safeguard assets. Both our independent auditors
and internal auditor have unrestricted access to the Audit Committee.

     Although no cost-effective internal control system will preclude all errors
and irregularities, we believe our controls as of December 31, 2001 provide
reasonable assurance that the consolidated financial statements are reliable and
that our assets are reasonably safeguarded.

                                          /s/ VINCENT VIOLA
                                          --------------------------------------
                                          Chairman of the Board

                                          /s/ J. ROBERT COLLINS
                                          --------------------------------------
                                          President

                                          /s/ PATRICK F. CONROY
                                          --------------------------------------
                                          Senior Vice President -- Finance

                                          Date: March 4, 2002
                                             -----------------------------------

                                       F-3
<PAGE>

INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholders of NYMEX Holdings, Inc.:

     We have audited the accompanying consolidated balance sheet of NYMEX
Holdings, Inc. and subsidiaries (the "Company") as of December 31, 2001, and the
related consolidated statements of operations, stockholders'/members' equity and
of cash flows for the year ended December 31, 2001. 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 audit.

     We conducted our audit in accordance with auditing standards generally
accepted in the United States of America. 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 audit provides 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 NYMEX Holdings,
Inc. and subsidiaries at December 31, 2001 and the consolidated results of its
operations, and its cash flows for the year ended December 31, 2001 in
conformity with accounting principles generally accepted in the United States of
America.

ERNST & YOUNG LLP

New York, New York
March 3, 2002

                                       F-4
<PAGE>

INDEPENDENT AUDITORS' REPORT

To the Board of Directors of NYMEX Holdings, Inc.:

     We have audited the accompanying consolidated balance sheet of NYMEX
Holdings, Inc. and subsidiaries (the "Company") as of December 31, 2000, and the
related consolidated statements of operations, stockholders'/members' equity and
cash flows for each of the two years in the period ended December 31, 2000.
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 auditing standards generally
accepted in the United States of America. 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, such consolidated financial statements present fairly, in
all material respects, the financial position of NYMEX Holdings, Inc. and
subsidiaries at December 31, 2000, and the results of their operations and their
cash flows for each of the two years in the period ended December 31, 2000 in
conformity with accounting principles generally accepted in the United States of
America.

DELOITTE & TOUCHE LLP

New York, New York
March 9, 2001

                                       F-5
<PAGE>

                     NYMEX HOLDINGS, INC. AND SUBSIDIARIES

                          CONSOLIDATED BALANCE SHEETS

                           DECEMBER 31, 2001 AND 2000
                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

<Table>
<Caption>
                                                                2001       2000
                                                              --------   --------
<S>                                                           <C>        <C>
                                     ASSETS
Cash and cash equivalents...................................  $  5,680   $  2,870
Securities purchased under agreements to resell.............     6,500     30,109
Marketable securities, at market (cost of $65,339 and
  $75,637)..................................................    65,025     77,628
Clearing and transaction fees receivable, net...............     9,337      7,575
Market data fees receivable, net............................     3,622      4,039
Prepaid taxes and expenses..................................    12,985      4,468
Deferred income taxes.......................................        --      1,188
Other current assets........................................    11,479      3,289
                                                              --------   --------
       Total current assets.................................   114,628    131,166
Property and equipment, net.................................   228,483    224,547
Goodwill, net...............................................    16,329     18,482
Security deposits...........................................     7,541     10,240
Other assets................................................     2,215      2,703
                                                              --------   --------
TOTAL ASSETS................................................  $369,196   $387,138
                                                              ========   ========
                      LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES:
NYMEX Division members' retention program...................  $     --   $ 33,221
Accounts payable and accrued liabilities....................    20,907     11,285
Accrued salaries and related liabilities....................     5,221      3,869
Notes payable...............................................     2,815      2,815
Deferred credit -- grant for building construction..........     2,145      2,145
Accrued interest payable....................................     1,867      1,920
Deferred income taxes.......................................       359         --
Other current liabilities...................................     1,570      1,019
                                                              --------   --------
     Total current liabilities..............................    34,884     56,274
Deferred income taxes.......................................     9,705     10,875
Postemployment and postretirement benefits..................     6,843      7,075
Deferred rent expense.......................................     1,562      1,236
Other non-current liabilities...............................       929      1,586
Notes payable...............................................    94,368     97,185
Deferred credit -- grant for building construction..........   116,890    119,035
Subordinated commitment -- members' retention program.......     9,779      9,213
                                                              --------   --------
          Total liabilities.................................   274,960    302,479
                                                              --------   --------
COMMITMENTS AND CONTINGENCIES (See Note 15)
STOCKHOLDERS' EQUITY:
Common stock, at $0.01 par value, 816 shares authorized,
  issued and outstanding....................................        --         --
Additional paid-in capital..................................    93,312     84,415
Retained earnings...........................................       924        244
                                                              --------   --------
          Total stockholders' equity........................    94,236     84,659
                                                              --------   --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY..................  $369,196   $387,138
                                                              ========   ========
</Table>

        The accompanying notes are an integral part of these statements.
                                       F-6
<PAGE>

                     NYMEX HOLDINGS, INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                  YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999
              (IN THOUSANDS, EXCEPT PER SHARE/MEMBERSHIP AMOUNTS)

<Table>
<Caption>
                                                                2001       2000       1999
                                                              --------   --------   --------
<S>                                                           <C>        <C>        <C>
OPERATING REVENUES:
  Clearing and transaction fees, net of member fee rebates
     of $6,693, $13,727 and $13,065 in 2001, 2000 and
     1999...................................................  $104,302   $ 92,500   $105,206
  Market data fees..........................................    34,313     33,622     34,689
  Other, net of rebates of $2,090, $2,808, and $2,377 in
     2001, 2000 and 1999....................................     5,666      4,747      4,540
                                                              --------   --------   --------
          Total operating revenues..........................   144,281    130,869    144,435
                                                              --------   --------   --------
OPERATING EXPENSES:
  Salaries and employee benefits............................    48,811     48,547     45,802
  Rent and facility.........................................    17,073     15,736     12,877
  Depreciation and amortization of property and equipment,
     net of deferred credit amortization....................    16,024     13,862     10,966
  General and administrative................................    14,480     15,063     14,012
  Telecommunications, equipment rentals and maintenance.....    14,468     14,952     15,917
  Professional services.....................................    12,753     15,625      8,424
  Impairment loss on capitalized software and computer
     equipment..............................................     4,270         --         --
  Amortization of goodwill..................................     2,153      2,153      2,153
  Marketing.................................................     1,721      2,446      2,537
  Loss on disposition of property and equipment.............       844        857      1,298
  Demutualization expenses..................................        --      4,281        593
  Other.....................................................     7,203      4,905      4,984
                                                              --------   --------   --------
          Total operating expenses..........................   139,800    138,427    119,563
                                                              --------   --------   --------
INCOME (LOSS) FROM OPERATIONS...............................     4,481     (7,558)    24,872
OTHER INCOME (EXPENSES):
  Investment income, net....................................     4,643      9,355      3,942
  Interest expense..........................................    (7,662)    (7,718)    (7,721)
                                                              --------   --------   --------
INCOME BEFORE PROVISION (BENEFIT) FOR INCOME TAXES..........     1,462     (5,921)    21,093
PROVISION (BENEFIT) FOR INCOME TAXES........................       782     (3,140)     8,903
                                                              --------   --------   --------
NET INCOME (LOSS)...........................................  $    680   $ (2,781)  $ 12,190
                                                              ========   ========   ========
Earnings (loss) per share/NYMEX Division membership (based
  on 816 shares/NYMEX Division memberships).................  $    833   $ (3,408)  $ 14,939
                                                              ========   ========   ========
</Table>

        The accompanying notes are an integral part of these statements.
                                       F-7
<PAGE>

                     NYMEX HOLDINGS, INC. AND SUBSIDIARIES
            CONSOLIDATED STATEMENTS OF STOCKHOLDERS'/MEMBERS' EQUITY
                  YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999
                                 (IN THOUSANDS)

<Table>
<Caption>
                                NO. OF MEMBERSHIPS/
                                --------------------              ADDITIONAL              TOTAL STOCKHOLDERS'/
                                  SHARES      COMMON   MEMBERS'    PAID-IN     RETAINED         MEMBERS'
(DOLLARS IN THOUSANDS)          OUTSTANDING   STOCK     EQUITY     CAPITAL     EARNINGS          EQUITY
----------------------          -----------   ------   --------   ----------   --------   --------------------
<S>                             <C>           <C>      <C>        <C>          <C>        <C>
Balances at December 31,
  1998........................      816        N/A     $ 86,233        N/A        N/A           $86,233
Net income....................                           12,190                                  12,190
Net transfer to MRRP:
  NYMEX.......................                           (4,017)                                 (4,017)
  COMEX.......................                           (1,204)                                 (1,204)
                                    ---        ---     --------    -------       ----           -------
Balances at December 31,
  1999........................      816        N/A       93,202        N/A        N/A            93,202
Net loss......................                           (2,781)                                 (2,781)
Net transfer to MRRP:
  NYMEX.......................                           (4,959)                                 (4,959)
  COMEX.......................                             (803)                                   (803)
Allocation of member's equity
  and pre-demutualization loss
  to additional paid-in
  capital.....................                  --      (84,659)    84,415        244                --
                                    ---        ---     --------    -------       ----           -------
Balances at December 31,
  2000........................      816         --           --     84,415        244            84,659
Net income....................                                                    680               680
Tax benefit related to:
  NYMEX MRRP..................                                       5,728                        5,728
  COMEX MRRP..................                                       3,169                        3,169
                                    ---        ---     --------    -------       ----           -------
Balances at December 31,
  2001........................      816        $--     $     --    $93,312       $924           $94,236
                                    ===        ===     ========    =======       ====           =======
</Table>

        The accompanying notes are an integral part of these statements
                                       F-8
<PAGE>

                     NYMEX HOLDINGS, INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                  YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999
                                 (IN THOUSANDS)

<Table>
<Caption>
                                                                2001       2000       1999
                                                              --------   --------   --------
<S>                                                           <C>        <C>        <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income (loss).........................................  $    680   $ (2,781)  $ 12,190
  Adjustments to reconcile net income (loss) to net cash
    provided by operating activities:
    Depreciation and amortization of property and equipment,
     net of deferred credit amortization....................    16,024     13,862     10,966
    Amortization of goodwill................................     2,153      2,153      2,153
    Deferred income taxes...................................     3,546     (2,405)     2,979
    Loss on disposition of property, equipment and
     impairment of capitalized software and equipment.......     5,114        857      1,298
    Curtailment gain on postretirement plan.................      (732)        --         --
    Net changes in operating assets and liabilities:
      (Increase) decrease in marketable securities:
         Corporate funds....................................    (1,682)   (12,330)     9,029
         Members' retention funds...........................    14,285      1,492      6,238
      (Increase) decrease in clearing and transaction fees
       receivable...........................................    (1,762)     6,846     (8,346)
      Decrease (increase) in market data fees receivable....       417        608     (1,007)
      (Increase) decrease in prepaid taxes and expenses.....    (2,789)      (259)     5,024
      (Increase) decrease in other current assets...........    (5,491)       883     (1,378)
      Increase (decrease) in accounts payable and accrued
       liabilities..........................................     9,622       (768)     3,256
      Increase in accrued salaries and related
       liabilities..........................................     1,352      1,021        891
      Decrease in accrued interest payable..................       (53)        --         --
      Increase (decrease) in other current liabilities......       551        (22)       (84)
      Increase in postemployment and postretirement
       benefits.............................................       500        305        185
      (Decrease) increase in other non-current
       liabilities..........................................      (657)     1,586         --
      Increase in deferred rent expense.....................       326        403        916
      Distributions under NYMEX Division members' retention
       program..............................................   (33,221)    (1,313)    (1,106)
      Increase in COMEX Division members' retention
       program..............................................       566         50         --
                                                              --------   --------   --------
         Net cash provided by operating activities..........     8,749     10,188     43,204
                                                              --------   --------   --------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Decrease (increase) in securities purchased under
    agreements to resell....................................    23,609       (808)   (16,081)
  Capital expenditures......................................   (27,221)   (12,797)   (20,022)
  Decrease in security deposits.............................        --         10         --
  Decrease (increase) in other assets.......................       488     (1,014)      (767)
                                                              --------   --------   --------
         Net cash used in investing activities..............    (3,124)   (14,609)   (36,870)
                                                              --------   --------   --------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Principal payments under long-term debt agreements........    (2,815)        --         --
                                                              --------   --------   --------
         Cash used in financing activities..................    (2,815)        --         --
                                                              --------   --------   --------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS........     2,810     (4,421)     6,334
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR................     2,870      7,291        957
                                                              --------   --------   --------
CASH AND CASH EQUIVALENTS, END OF YEAR......................  $  5,680   $  2,870   $  7,291
                                                              ========   ========   ========
SUPPLEMENTAL INFORMATION
  Cash paid for:
    Interest................................................  $  7,681   $  7,680   $  7,680
                                                              ========   ========   ========
    Income taxes............................................  $     --   $     39   $    704
                                                              ========   ========   ========
  Noncash members' equity transactions -- transfer to
    subordinated commitment -- members' retention program:
    NYMEX Division..........................................  $     --   $  4,959   $  4,017
                                                              ========   ========   ========
    COMEX Division..........................................  $     --   $    803   $  1,204
                                                              ========   ========   ========
    Increase in prepaid taxes due to NYMEX MRRP tax
     benefit................................................  $  5,728   $     --   $     --
                                                              ========   ========   ========
    Increase in deferred tax asset due to COMEX MRRP tax
     benefit................................................  $  3,169   $     --   $     --
                                                              ========   ========   ========
    Transfer of short-term portion of security deposit to
     other current assets...................................  $  2,699   $     --   $     --
                                                              ========   ========   ========
</Table>

        The accompanying notes are an integral part of these statements.
                                       F-9
<PAGE>

                     NYMEX HOLDINGS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999

1.  DESCRIPTION OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     NATURE OF BUSINESS -- NYMEX Holdings, Inc. ("NYMEX Holdings") was
incorporated in 2000 as a stock corporation in Delaware, and is the successor to
the New York Mercantile Exchange which was established in 1872. NYMEX Holdings
has the right to pay dividends. The two principal operating subsidiaries of
NYMEX Holdings are the New York Mercantile Exchange, Inc. ("NYMEX Exchange" or
"NYMEX Division") and the Commodity Exchange, Inc. ("COMEX" or "COMEX
Division"), which is organized as a wholly-owned subsidiary of NYMEX Exchange.
Where appropriate, each NYMEX Exchange operating division, NYMEX Division and
COMEX Division, will be discussed separately, and collectively will be referred
to as the "Exchange." When discussing NYMEX Holdings together with its
subsidiaries, reference is being made to the "Company."

     The Company demutualized on November 17, 2000 at which time the book value
of the assets and liabilities of New York Mercantile Exchange carried over to
NYMEX Exchange. After the demutualization, all the assets and liabilities of
NYMEX Exchange were consolidated into the parent company, NYMEX Holdings.

     As a Company which has subsidiaries designated for trading futures
contracts and options on futures contracts by the Commodity Futures Trading
Commission, the Company has the primary objective of creating and maintaining an
orderly market for contracts that are traded on the Exchange. Through its
in-house clearing units, the Exchange stands as buyer to every seller and seller
to every buyer. To manage the risk of financial nonperformance, the Exchange
requires members to post margin, in the form of cash, U.S. government securities
or irrevocable letters of credit. The Exchange also requires guaranty fund
deposits from clearing members which would be available to cover financial
nonperformance. (See Notes 12 and 13.) The Exchange has extensive surveillance
and compliance operations and procedures to monitor and enforce the rules
pertaining to trading, position limits and financial condition of its members.

     BASIS OF PRESENTATION -- The accompanying consolidated financial statements
are presented on an accrual basis in conformity with accounting principles
generally accepted in the United States of America.

     PRINCIPLES OF CONSOLIDATION -- The accompanying consolidated financial
statements include the accounts of the Company and its wholly-owned subsidiaries
NYMEX Exchange, COMEX, COMEX Clearing Association, Inc. ("CCA") and NYMEX
Technology Corp. (which became inactive in November 1996). Intercompany balances
and transactions have been eliminated in consolidation.

     USE OF ESTIMATES

     GENERAL -- The preparation of the accompanying consolidated financial
statements and related notes in conformity with accounting principles generally
accepted in the United States of America requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities at
the date of the financial statements, the reported amounts of revenues and
expenses during the reporting period, and the disclosure of contingent
liabilities. Actual results could differ from those estimates.

     CHANGE IN ACCOUNTING ESTIMATE -- During 2000, the Company changed its
estimated useful life for an internally developed software project from five
years to three years. This change in estimate was based on management's belief
that this software had a shorter useful life due to rapidly changing technology.
The effect of this change in estimate for the year ended December 31, 2001 was
to decrease the pre-tax income by $675,934, and net income by 314,309 or $385
per share.

     CASH AND CASH EQUIVALENTS -- Cash and cash equivalents consist of cash and
all highly-liquid investments with maturities of three months or less when
purchased. The fair value of cash and cash equivalents approximates their
carrying amounts.

                                       F-10
<PAGE>
                     NYMEX HOLDINGS, INC. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     SECURITIES PURCHASED UNDER AGREEMENTS TO RESELL -- Securities purchased
under agreements to resell are carried at contract value, as specified in the
agreements. The market value of securities purchased under agreements to resell
is monitored by the Company and additional collateral is obtained as necessary
to protect against credit exposure. At December 31, 2001 and 2000, U.S.
government securities held in a segregated account by a U.S. money-center bank
collateralized the securities purchased under agreements to resell. The Company
set aside $17.7 million of securities purchased under agreements to resell for
the members' retention plan as of December 31, 2000.

     MARKETABLE SECURITIES -- The Company invests primarily in high-grade
tax-exempt municipal bonds and direct obligations of the U.S. government and its
agencies. The Company has classified all of its investments in debt and equities
as trading. Management determines the appropriate classification of debt and
equity securities at the time of purchase and re-evaluates such classification
at each balance sheet date.

     Trading securities are bought and held principally for the purpose of
selling them in the near future and are carried at fair value based on quoted
market prices. The resulting unrealized gains or losses are recognized currently
in the Consolidated Statements of Operations. Realized gains or losses from the
sales of marketable securities are determined on the specific identification
basis and are included in Investment Income, Net in the Consolidated Statements
of Operations.

     The Company has provided financial guaranties and pledged collateral with
one of its investment managers relating to a membership seat financing program
(See note 16). The investment manager retains a collateral interest in the
underlying Company investments equal to 118% of the outstanding loan balance.
The Company has not set up allowances for loan losses as the Company retains the
exclusive right to assert its lien on and security interest in the membership
seat. At December 31, 2001 and 2000, the amount of collateral in marketable
securities was $6,774,886 and $10,097,698, respectively. The Company has pledged
to the investment manager a security interest in and right of set-off with
respect to any assets in the specified investment account for the amounts
indicated.

     REVENUE RECOGNITION -- The largest source of the Company's operating
revenues are clearing and transaction fees. These fees are recognized as revenue
in the same period that trades are effectuated on the Exchange. Clearing and
transaction fees receivable are monies due the Exchange from clearing member
firms. Exposure to losses on receivables is principally dependent on each member
firm's financial condition. Members' equity interests collateralize fees owed to
the Exchange. At the end of December 31, 2001 and 2000, no clearing and
transaction fees receivable balance was greater than the member's interests.
Management does not believe that a concentration of credit risk exists from
these receivables. The Company retains the right to liquidate a member's
interests in order to satisfy its receivable.

     Clearing and transaction fees receivable are carried net of allowances for
member credits, which are based upon expected billing adjustments. An allowance
for member credits of $600,000 and $1,000,000 has been established based on
historical recording of these subsequent credits and has been applied as a
reduction of clearing and transaction fees receivable at December 31, 2001 and
2000, respectively. The Company believes the allowances are adequate to cover
member credits. The Company also believes the likelihood of incurring material
losses due to collectibility is remote and therefore no allowance for doubtful
accounts is necessary.

     Effective January 1, 1996, the NYMEX Division adopted a fee reduction
program, pursuant to which certain clearing fees of NYMEX Division members are
substantially reduced. The Exchange adopted a fee reduction program for futures
commission merchants ("FCMs") effective January 1, 1998 and similar fee
reduction programs for local owners and floor brokerage operations effective
January 1, 1999. These programs have been established to reduce various
operating costs to these participants such as telephone, rent and marketing
expenses.

                                       F-11
<PAGE>
                     NYMEX HOLDINGS, INC. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     The Company provides real time information to subscribers regarding prices
of futures and options contracts traded on the Exchange. As is common business
practice in the industry, fees are remitted to the Exchange by market data
vendors on behalf of subscribers. Revenues are accrued for the current month
based on the last month reported. The Company conducts periodic audits of the
information provided. At December 31, 2001, four vendors represented a
receivable balance greater than 50% of the total balance. An allowance for
uncollectible receivables of $479,000 and $1,600,000 has been applied as a
reduction to the December 31, 2001 and 2000 market data fees receivable
balances, respectively. These allowances are intended to cover potential
non-collectibility from the market data vendors as well as future adjustments by
the market data vendor customers.

     PROPERTY AND EQUIPMENT  --  Property and equipment are stated at cost, less
allowances for depreciation and amortization. Depreciation and amortization are
provided utilizing the straight-line method over the estimated useful lives of
the assets or lease terms, whichever is shorter. (See Note 4.)

     The following table summarizes the years over which significant assets are
generally depreciated or amortized:

<Table>
<S>                                                           <C>
Building and improvements...................................  20 to 60 years
Information system equipment................................   4 to 10 years
Furniture, fixtures, office machinery and other.............   3 to 15 years
Leasehold improvements......................................  15 to 40 years
</Table>

     Where different depreciation methods or lives are used for tax purposes,
deferred income taxes are recorded. The Company capitalizes purchases of
software and costs associated with internally developed software. The Company
amortizes these expenditures using the straight-line method, substantially over
a period of three years, but none exceeding five years.

     The carrying value of property and equipment is assessed annually and/or
when factors indicating an impairment may be present. The Company determines
such impairment by measuring undiscounted future cash flows. If an impairment is
present, the assets are reported at the lower of carrying value or fair value.
The loss on disposition of assets included in the Consolidated Statements of
Operations for these years represents the net book value of property retired
from service; in 2001, the loss resulted primarily from the September 11
disaster. Impairment of capitalized software included in the Consolidated
Statements of Operations for these years represents the carrying amounts which,
based on events or changes in circumstances, management has determined are not
recoverable. The impairment amount recognized is measured by the amount by which
the carrying amount exceeds the fair value of the assets.

     Expenditures for repairs and maintenance are charged to expense as
incurred. Expenditures for major renewals and betterments which significantly
extend the useful lives of existing property and equipment are capitalized and
depreciated. Fully depreciated assets are retained in property and accumulated
depreciation accounts until removed from service. Upon retirement or disposition
of property and equipment, the cost and related accumulated depreciation are
removed from the accounts and any resulting gain or loss is recognized in
operations.

     GOODWILL -- Goodwill, representing the excess of the purchase price over
the fair value of the net assets of COMEX (acquired in August 1994), is being
amortized on a straight-line basis over the period of expected benefit of 15
years. The accumulated amortization balance as of December 31, 2001, and 2000
was $15,970,000 and $13,817,000, respectively. Periodically, the Company reviews
the recoverability of goodwill. The measurement of possible impairment is based
on the most recent sales of COMEX membership interests. COMEX membership
interests, or "seats", are purchased from existing COMEX members at prevailing
market prices. These prices are established through a bid-and-ask system. There
were no impairments recognized during any of the periods presented.

                                       F-12
<PAGE>
                     NYMEX HOLDINGS, INC. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     INCOME TAXES -- The Company accounts for income taxes in accordance with
Statement of Financial Accounting Standards ("SFAS") No. 109, Accounting For
Income Taxes. SFAS No. 109 requires that deferred taxes be established based
upon the temporary differences between financial statement and income tax bases
of assets and liabilities using the enacted statutory rates. A valuation
allowance is recognized if it is anticipated that some or all of a deferred tax
asset may not be realized. (See Note 10.)

     POSTRETIREMENT BENEFITS OTHER THAN PENSIONS -- The Company accounts for
certain postretirement benefits in accordance with SFAS No. 106, Employers'
Accounting for Postretirement Benefits Other than Pensions. SFAS No. 106
requires the Company to accrue the estimated cost of retiree benefit payments
other than pensions during the employees' active service lives. Such benefits
consist principally of health care benefits. (See Note 9.)

     POSTEMPLOYMENT BENEFITS -- The Company has certain postemployment benefit
plans covering its employees. The benefit plans provide severance, disability,
supplemental health care, life insurance or other welfare benefits. The Company
accrues the cost of certain benefits provided to former or inactive employees
during the employee's active years of service.

     SEGMENT REPORTING -- Management considers operating results for two
business segments: open-outcry, and electronic trading.

     Open-outcry is the trading of NYMEX Division and COMEX Division futures and
options contracts on the trading floor of the Exchange. Electronic trading
consists of NYMEX ACCESS(R) and the enymex(SM) endeavor, which is an endeavor to
create a series of products replicating and complementing the OTC markets to be
traded and cleared on an electronic platform. NYMEX ACCESS(R) is an electronic
trading system which currently permits the trading of futures contracts on crude
oil, heating oil, unleaded gasoline, natural gas, electricity, platinum, gold,
silver, copper, aluminum, propane and palladium. (See Note 14.)

  DEFERRED CREDIT -- GRANT FOR BUILDING CONSTRUCTION

     By agreement dated May 18, 1995, the Company secured a grant from the New
York City Economic Development Corporation (EDC) and the Empire State
Development Corporation (ESDC, formerly called the New York State Urban
Development Corporation) for approximately $128.7 million for construction of a
new facility. The grant is being recognized in income on the same basis as and
matched to the depreciation of the facility. (See Note 15.) The 2001, 2000 and
1999 amortization of the deferred credit is recorded as a reduction to
depreciation and amortization expense.

  MARKETING COSTS

     Marketing costs include costs incurred for producing and communicating
advertising and other marketing activities. These costs are expensed when
incurred.

  EARNINGS PER SHARE

     The Company has only one type of earnings per share calculation, basic
earnings per share. In accordance with SFAS No. 128, Earnings per Share, basic
earnings per common share are based on the weighted-average number of common
shares outstanding in each year. There are no common stock equivalents and,
thus, no dilution of earnings per share.

  RECENT ACCOUNTING PRONOUNCEMENTS

     In June 1998, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 133, Accounting for Derivative Instruments and Hedging Activities, which was
later amended by SFAS No. 138. Among other provisions, it requires that entities
recognize all derivatives as either assets or liabilities in the balance sheet

                                       F-13
<PAGE>
                     NYMEX HOLDINGS, INC. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

and measure those instruments at fair value. Gains and losses resulting from
changes in the fair values of those derivatives would be accounted for depending
on the use of the derivative and whether it qualifies for hedge accounting
treatment. The effective date of this standard was delayed via the issuance of
SFAS No. 137. The effective date of SFAS No. 133 is now for fiscal years
beginning after June 15, 2000, though earlier adoption is encouraged and
retroactive application is prohibited. Effective January 1, 2001, the Company
adopted this statement. Upon adoption, SFAS No. 133 had no impact on the
Company's financial position or results of operations.

     In September 2000, the FASB issued SFAS No. 140, Accounting for Transfers
and Servicing of Financial Assets and Extinguishments of Liabilities -- a
Replacement of FASB Statement No. 125, which revises the standards of accounting
for securitizations and other transfers of financial assets and collateral. The
provisions of SFAS No. 140 carry over most of the guidance outlined in SFAS No.
125 and further establish accounting and reporting standards with a
financial-components approach that focuses on control. Under this approach,
financial assets or liabilities are recognized when control is established and
derecognized when control has been surrendered or the liability has been
extinguished. In addition, specific implementation guidelines have been
established to further distinguish transfers of financial assets that are sales
from transfers that are secured borrowings. SFAS No. 140 is effective
prospectively, for transfers occurring after March 31, 2001 and for disclosures
relating to securitization transactions and collateral for fiscal years ended
after December 15, 2000. The Company has adopted the provisions of SFAS No. 140
that relate to disclosures of securitization transactions and collateral in the
preparation of its consolidated financial statements for the year ended December
31, 2000. The Company adopted the remaining provisions of SFAS No. 140 as
required in 2001. Upon adoption, SFAS 140 had no impact on the Company's
financial position or results of operations. The Company enters into reverse
repurchase agreements that fall under the guidelines of SFAS 140.

     In June 2001, FASB issued SFAS No. 142, Goodwill and Other Intangible
Assets, which supercedes APB Opinion No. 17, Intangible Assets. This statement,
effective for fiscal years beginning after December 15, 2001, addresses, among
other things, how goodwill and other intangible assets should be accounted for
after they have been initially recognized in the financial statements. The
provisions of SFAS No. 142 provide for an impairment test to be performed at
least annually rather than recording monthly amortization. The Company believes
that the adoption of SFAS No. 142 will have a material effect on operations. The
Company believes that the adoption of this standard will increase annual pre-tax
income exclusive of impairments by $2,153,000, or $2,638 per share, which is the
amount of annual amortization of goodwill. The Company does not believe an
impairment charge will be required as a result of the adoption of this standard.

     In August 2001, FASB issued SFAS No. 143, Accounting for Asset Retirement
Obligations. This statement, effective for fiscal years beginning after June 15,
2002, requires entities to record the fair value of a liability for an asset
retirement obligation in the period in which it is incurred. When the liability
is initially recorded, the entity capitalizes a cost by increasing the carrying
amount of the related long-lived asset. Over time, the liability is accreted to
its present value each period, and the capitalized cost is depreciated over the
useful life of the related asset. Upon settlement of the liability, an entity
either settles the obligation for its recorded amount or incurs a gain or loss
upon settlement. The adoption of this statement is not expected to have an
impact on the Company's financial position or results of operation.

     In October 2001, the Emerging Issues Task Force issued EITF No. 01-10,
Accounting for the Impact of the Terrorist Attacks of September 11, 2001. This
statement, among other things, addresses how costs and insurance recoveries for
business affected by this event should be accounted for in the financial
statements. The provisions of EITF No. 01-10 provide guidelines for the
recording of a contingent insurance recovery. The Company adopted the provisions
of EITF No. 01-10 during the third quarter of 2001.

     RECLASSIFICATIONS -- Certain reclassifications have been made to the 2000
and 1999 consolidated financial statements to conform to the 2001 presentation.

                                       F-14
<PAGE>
                     NYMEX HOLDINGS, INC. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

2.  COLLATERIZATION

     The Company receives collateral in connection with reverse repurchase
agreements which are held in custody by the Company's banks. At December 31,
2001 and 2000, the Company accepted collateral in the form of U.S. treasury
bills that it is permitted by contract or industry practice to sell or repledge,
although it is not the Company's policy to sell or repledge the collateral. The
fair value of such collateral at December 31, 2001 and 2000, was $6,500,009 and
$30,108,800, respectively.

3.  DEMUTUALIZATION

     On May 12, 2000, the Company's Form S-4 Registration Statement, with
respect to its plan to demutualize, was declared effective by the Securities and
Exchange Commission ("SEC"). The demutualization was completed on November 17,
2000. As a result, NYMEX Holdings owns all of the equity of the Exchange and
current NYMEX Division members received all of the stock of NYMEX Holdings,
while retaining their trading privileges in NYMEX Exchange. This plan was
subsequently approved by the members. The previous contract market designations
of pre-demutualization New York Mercantile Exchange were transferred to NYMEX
Exchange. A favorable Internal Revenue Service letter ruling was received on
October 23, 2000 stating that there would be no adverse tax consequences
resulting from the demutualization transaction.

     Expenses incurred for demutualization consisted of accounting, investment
banking, legal, printing and SEC filing fees, are shown as a separate line item
on the Consolidated Statements of Operations.

4.  PROPERTY AND EQUIPMENT, NET

     Property and equipment are stated at cost, less related accumulated
depreciation and amortization of $62,534,000 at December 31, 2001 and
$44,933,000 at December 31, 2000.

                     PROPERTY AND EQUIPMENT (IN THOUSANDS)

<Table>
<Caption>
                                                       DECEMBER 31, 2001     DECEMBER 31, 2000
                                                      -------------------   -------------------
                                                        NET       GROSS       NET       GROSS
                                                      --------   --------   --------   --------
<S>                                                   <C>        <C>        <C>        <C>
Building and improvements...........................  $164,727   $179,770   $167,821   $179,535
Information system equipment........................    25,981     55,065     28,288     50,384
Furniture, fixtures, office machinery and other.....    37,419     55,080     27,982     38,378
Leasehold improvements..............................       356      1,102        456      1,183
                                                      --------   --------   --------   --------
                                                      $228,483   $291,017   $224,547   $269,480
                                                      ========   ========   ========   ========
</Table>

     Depreciation and amortization expense of property and equipment is
presented net of amortization of the deferred credit. This amortization of
deferred credit was $2.1 million in 2001, 2000 and 1999, respectively.

     In 2001, the Company recognized an impairment loss of $4.3 million in the
carrying value of capitalized software and computer equipment. The Company also
retired from service capital assets with related accumulated amortization and
depreciation totaling $1.3 million and $500,000, respectively. The resulting
loss of $0.8 million was recognized in current earnings.

     In 2000, the Company retired from service capital assets with related
accumulated amortization and depreciation totaling $3.2 million and $2.4
million, respectively. The resulting loss (remaining net book value) of $0.8
million was recognized in earnings. In 1999, a similar loss of $1.3 million was
recognized and included in the Consolidated Statement of Operations.

                                       F-15
<PAGE>
                     NYMEX HOLDINGS, INC. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

5.  NOTES PAYABLE

     The Company issued a private offering of debt during 1996 and 1997,
totaling $100 million to provide completion financing for the new Company
trading facility and headquarters. This issue contained three series each with
different maturities, interest rates, and required repayment schedules. Series A
notes require annual principal repayments from 2001 to 2010, and a final payment
of principal in 2011. Series B notes require annual principal repayments from
2011 to 2020, and a final payment of principal in 2021. Series C notes require
annual principal repayments from 2022 to 2025, and a final payment of principal
in 2026. The notes represent senior unsecured obligations of the Company and are
not secured by the facility, the Company's interest therein, or any other
collateral

     Notes payable consisted of the following at December 31:

<Table>
<Caption>
                                                                2001       2000
                                                              --------   --------
                                                                (IN THOUSANDS)
<S>                                                           <C>        <C>
Private Placement Notes:
  7.48%, Senior Notes, Series A, due 2011...................  $28,183    $ 31,000
  7.75%, Senior Notes, Series B, due 2021...................   54,000      54,000
  7.84%, Senior Notes, Series C, due 2026...................   15,000      15,000
                                                              -------    --------
                                                               97,183     100,000
  Less current maturities...................................    2,815       2,815
                                                              -------    --------
  Long-term debt............................................  $94,368    $ 97,185
                                                              =======    ========
</Table>

     Long-term debt that becomes due during the next five years is as follows:

<Table>
<Caption>
                                                              (IN THOUSANDS)
                                                              --------------
<S>                                                           <C>
2002........................................................      $2,815
2003........................................................       2,815
2004........................................................       2,815
2005........................................................       2,815
2006........................................................       2,815
</Table>

6.  MEMBERS' RETENTION PROGRAMS

     On October 4, 2000, the Company's Board of Directors voted to terminate the
NYMEX Division Members' Retention and Retirement Plan. The Company had
maintained a Retention Program under which qualified NYMEX Division members,
based on long-term and continuous membership, as defined, may receive payments
of $25,000 per year for 10 years. The program was amended to increase the
scheduled payment by three percent each year, commencing July 1, 1996, and then
remain fixed for each recipient at each respective level. The value of the
assets and related liability, as of December 31, 2000, was $33.2 million. The
liability is classified as current on the Consolidated Balance Sheet at December
31, 2000. Program commitments were recognized by a transfer from members' equity
to a subordinated commitment to the membership. For each of the years ended
December 31, 2000 and 1999, $3,600,000 was transferred. This plan was terminated
in October 2000 and fully liquidated in January 2001.

     The Company also maintains a Retention Program for members of the COMEX
Division. The program is similar to the terminated NYMEX Division program,
except that the annual benefit payments are $12,500 ($2,000 for options members)
for vested participants and no new participants were permitted after the date of
the merger. No payments may be made prior to January 1, 2002. In addition, under
the terms of the COMEX merger agreement, the COMEX Division program will be
funded at a minimum of $400,000 annually. In any year in which the Company funds
the NYMEX Division program or makes a distribution to NYMEX

                                       F-16
<PAGE>
                     NYMEX HOLDINGS, INC. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Division members, the funding shall be $800,000. In no event will the Company's
liability be greater than $800,000 a year. Such amounts may be reduced if
actuarial assumptions indicate that full funding can be achieved without making
the entire funding contributions indicated above. Prior to the demutualization
of the Company on November 17, 2000, corporate contributions to the plan were
recognized as direct transfers from members' equity. After demutualization,
corporate contributions and related investment earnings are charged against
current operations.

     All benefits to be paid under the COMEX Division program shall be based
upon reasonable actuarial assumptions which, in turn, are based upon the amounts
that are available and are expected to be available to pay benefits, except that
the benefits paid to any individual will not exceed the amounts stated above.
Subject to the foregoing, the Board of Directors of the Company reserves the
right to amend or terminate the program upon an affirmative vote of 60% of the
eligible COMEX Division plan participants.

7.  DEFINED CONTRIBUTION PLAN

     The Company sponsors a defined contribution plan (the "Plan") for all
eligible domestic employees. The Plan qualifies as a deferred salary arrangement
under Section 401(k) of the Internal Revenue Code. Under the Plan, participating
employees may defer up to 15% of their pre-tax earnings, subject to the annual
Internal Revenue Code contribution limit. The Company matches contributions up
to a maximum of 3% of salary. In addition, the Company makes annual
contributions ranging from 2% to 7% based upon tenure for each eligible Plan
member. Employees vest immediately in their contribution and vest in the
Company's contribution at a rate of 40% after two full years of service, and
then 20 % per year until fully vested at 100% after five years of service. The
Company's total contributions to the Plan were $1.7 million, $1.8 million and
$1.6 million for each of the years ended December 31, 2001, 2000 and 1999,
respectively.

8.  DEFERRED COMPENSATION

     Effective July 1, 1997, the Company instituted a nonqualified deferred
compensation plan (the "Deferred Plan") for key employees to permit them to
defer receipt of current compensation in order to provide retirement benefits on
behalf of such employees. The Company may provide a matching and a regular year-
end contribution to the Deferred Plan. Matching and year-end contribution
percentages follow the same guidelines as the Company's defined contribution
plan. The Deferred Plan is not intended to be a qualified plan under the
provisions of the Internal Revenue Code. It is intended to be unfunded and,
therefore, all compensation deferred under the Deferred Plan is held by the
Company and commingled with its general assets. The participating employees are
general creditors of the Company with respect to these benefits. The Company has
the right to amend, modify, or terminate the Deferred Plan at any time.

9.  POSTRETIREMENT BENEFITS OTHER THAN PENSIONS

     In addition to providing pension benefits, the Company provides certain
health care and life insurance benefit plans for qualifying retired employees.
Substantially all of the Company's employees may become eligible for these
benefits if they reach specified age and years of service criteria while working
for the Company. The benefits are provided through certain insurance companies.
The Company expects to fund its share of such benefit costs principally on a
pay-as-you-go basis.

                                       F-17
<PAGE>
                     NYMEX HOLDINGS, INC. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     The following table presents the funded status of such plans reconciled
with amounts recognized in the Company's consolidated financial statements at
December 31 (in thousands):

<Table>
<Caption>
                                                               2001      2000
                                                               ----      ----
<S>                                                           <C>       <C>
Change in accumulated postretirement benefit obligation:
  Accumulated postretirement benefit obligation, beginning
     of year................................................  $ 4,657   $ 3,761
  Service cost..............................................      445       339
  Interest cost.............................................      352       311
  Impact of special termination benefits....................      148        --
  Actuarial loss............................................      499       429
  Impact of curtailment.....................................     (715)       --
  Benefits paid.............................................     (203)     (183)
                                                              -------   -------
  Accumulated postretirement benefit obligation, end of
     year...................................................  $ 5,183   $ 4,657
                                                              =======   =======
Funded status...............................................  $(5,183)  $(4,657)
  Unrecognized transition obligation........................    1,076     1,355
  Unrecognized prior service cost...........................   (1,176)   (1,494)
  Unrecognized net gain.....................................     (703)   (1,241)
                                                              -------   -------
  Accrued postretirement benefit cost, end of year..........  $(5,986)  $(6,037)
                                                              =======   =======
</Table>

<Table>
<Caption>
                                                              2001    2000    1999
                                                              ----    ----    ----
<S>                                                           <C>     <C>     <C>
Net periodic postretirement benefit cost consists of the
  following components for the years ended December 31 (in
  thousands):
  Service cost..............................................  $ 445   $ 339   $ 446
  Interest cost.............................................    352     311     248
  Amortization of:
     Transition obligation..................................     97      97      96
     Prior service cost.....................................   (119)   (119)   (118)
     Net gain...............................................    (40)    (62)    (57)
                                                              -----   -----   -----
  Net periodic postretirement benefit cost..................    735     566     615
  Special termination benefits cost.........................    148      --      --
  Curtailment gain..........................................   (732)     --      --
                                                              -----   -----   -----
  Total net periodic postretirement benefit cost............  $ 151   $ 566   $ 615
                                                              =====   =====   =====
Impact of Curtailment.......................................   2001
                                                              -----
  Change in accumulated postretirement benefit obligation...  $(715)
  Recognized transition obligation..........................    182
  Recognized prior service cost.............................   (199)
                                                              -----
Curtailment gain............................................  $(732)
                                                              =====
</Table>

     The weighted-average discount rates used in determining the accumulated
postretirement benefit obligation were 7.0% and 7.50% at December 31, 2001 and
2000, respectively.

     The weighted-average annual assumed rates of increase in the per capita
cost to cover benefits (i.e., health care cost trend rate) is 9.5% for 2001 and
is assumed to decrease gradually to 5% by 2006 and remain level thereafter.

                                       F-18
<PAGE>
                     NYMEX HOLDINGS, INC. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     The following shows the impact of a 1% change in the trend rate:

<Table>
<Caption>
                                                                     2001
                                                                     ----
                                                                 1%         1%
                                                               POINT      POINT
                                                              INCREASE   DECREASE
                                                              --------   --------
<S>                                                           <C>        <C>
Effect on total of service and interest cost................   $(108)     $(115)
Effect on accumulated postretirement benefit obligation.....   $(115)     $(206)
</Table>

10.  INCOME TAXES

     The provision (benefit) for income taxes in the Consolidated Statements of
Operations for the years ended December 31, 2001, 2000 and 1999, respectively,
consisted of the following (in thousands):

<Table>
<Caption>
                                                             2001      2000      1999
                                                             ----      ----      ----
<S>                                                         <C>       <C>       <C>
Current:
  Federal.................................................  $(2,876)  $(1,475)  $4,391
  State and local.........................................      112       844    1,533
                                                            -------   -------   ------
                                                             (2,764)     (631)   5,924
                                                            -------   -------   ------
Deferred:
  Federal.................................................    3,160    (1,804)   2,844
  State and local.........................................      386      (705)     135
                                                            -------   -------   ------
                                                              3,546    (2,509)   2,979
                                                            -------   -------   ------
          Total provision (benefit).......................  $   782   $(3,140)  $8,903
                                                            =======   =======   ======
</Table>

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

<Table>
<Caption>
                                                              2001     2000     1999
                                                              ----     ----     ----
<S>                                                           <C>      <C>      <C>
Statutory U.S. federal tax rate...........................     34.0%    34.0%    34.0%
State and local taxes, net of federal benefit.............     16.9%    (0.2%)   13.6%
Member benefits...........................................       --%     5.8%      --%
Amortization of goodwill..................................     50.1%   (12.4%)    4.7%
Deferred credit amortization--grant for building
  construction............................................    (49.9%)   12.3%    (4.7%)
Tax-exempt income.........................................    (54.5%)   18.5%    (5.1%)
Nondeductible expenses....................................      6.1%    (3.4%)    1.5%
Valuation allowance.......................................     13.6%    (2.0%)     --%
Rate change...............................................       --%    12.4%      --%
Change in estimate........................................     34.9%   (16.2%)     --%
Other, net................................................      2.3%     4.2%    (1.8%)
                                                              -----    -----    -----
Effective tax rate........................................     53.5%    53.0%    42.2%
                                                              =====    =====    =====
</Table>

                                       F-19
<PAGE>
                     NYMEX HOLDINGS, INC. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     At December 31, the components of net deferred tax assets (liabilities)
were as follows (in thousands):

<Table>
<Caption>
                                                                2001       2000
                                                                ----       ----
<S>                                                           <C>        <C>
Current
  Assets:
     Unrealized losses on marketable securities.............  $    313   $     --
     Accrued expenses.......................................       324        156
     Federal net operating loss carryforwards...............        --        166
     State and city net operating losses....................        --        365
     Suspended charitable contributions.....................        --        453
     Demutualization costs..................................        --        447
     Legal reserve..........................................       286         --
     Accrued settlement with late president.................       561         --
     Accrued 401(k) benefit.................................       100         --
                                                              --------   --------
                                                                 1,584      1,587
                                                              --------   --------
  Liabilities:
     Unrealized gains on marketable securities..............        --       (297)
     Insurance recovery.....................................    (1,928)        --
     Other..................................................       (15)      (102)
                                                              --------   --------
                                                                (1,943)      (399)
                                                              --------   --------
Total current net deferred tax (liabilities) assets.........  $   (359)  $  1,188
                                                              ========   ========
Noncurrent
  Assets:
     Postretirement benefits................................  $  3,161   $  3,262
     Deferred compensation..................................       605        318
     COMEX retention and retirement program.................     3,169         --
     Suspended charitable contributions.....................     2,373        774
     Federal net operating loss carryforwards...............       491        325
     Demutualization costs..................................     1,726      1,711
     AMT credit carryforwards...............................       405        943
     Market data reserve....................................       219        229
     Impairment of computer equipment.......................       230         --
     Disposition of Leasehold Improvement...................       139         --
     Accrued settlement with late president.................       257         --
     COMEX MRRP contribution and earnings...................       562         --
     State and City net operating losses....................       985         --
     Other..................................................        --        103
                                                              --------   --------
                                                                14,322      7,665
                                                              --------   --------
  Liabilities:
     Capitalization of software.............................    (6,016)        --
     Depreciation and amortization..........................   (17,694)   (18,422)
                                                              --------   --------
     Total noncurrent deferred tax liabilities..............    (9,388)   (10,757)
     Less valuation allowance...............................      (317)      (118)
                                                              --------   --------
Total net noncurrent deferred tax liabilities...............  $ (9,705)  $(10,875)
                                                              ========   ========
</Table>

                                       F-20
<PAGE>
                     NYMEX HOLDINGS, INC. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     A valuation allowance of $317 and $118 was established in 2001 and 2000,
respectively, in accordance with provisions of SFAS No. 109. The allowance has
been established due to the uncertainty of realizing certain tax loss
carryforwards.

11.  REDUCTION-IN-WORKFORCE

     In June 2001, the Company implemented a reduction-in-workforce program
resulting in the elimination of 20% of the Company's staff. These employees were
notified and terminated by the end of the year. This program was adopted in an
effort to establish a more cost-efficient business structure in response to
competition. These staff reductions encompassed various professional and
clerical positions throughout the Company. Restructuring and related costs
recorded in fiscal 2001 totaled $4.7 million, or $5,760 per share. Of these
charges, $4.2 million were for severance payments to affected employees,
$663,000 of which is owed as of December 31, 2001. The remaining $500,000 of the
program's costs represents benefits payments made to employees for the rest of
the 2001 year.

     On August 1, 2000, the Company implemented a similar program resulting in
the elimination of 10% of the Company's staff. Restructuring and related costs
recorded in fiscal 2000 totaled $1.9 million or $2,328 per share. Of these
charges, $1.8 million were for severance payments to affected employees. The
remaining $100,000 of the program's costs represents benefits payments made to
employees for the rest of the 2000 year.

12.  SEGREGATED FUNDS

     The Company is required under the Commodity Exchange Act to segregate cash
and securities that are deposited by clearing members at banks approved by the
Company as margin for house and customer accounts; such assets belong to members
and thus are not included in the accompanying consolidated financial statements.
At December 31, 2001 and 2000, $17,111,072 and $8,615 of cash, $1,876,773,000
and $5,435,298,000 of U.S. Treasury obligations, and $25,000,000 and $11,970,000
of U.S. Treasury bills purchased under agreements to resell, respectively, were
segregated pursuant to such regulations by the NYMEX Division. In addition, at
December 31, 2001 and 2000, the NYMEX Division held irrevocable letters of
credit amounting to $297,496,000 and $452,652,000, respectively, which are used
by members to meet their obligations to the Company for margin requirements on
both open futures and options positions, as well as delivery obligations in lieu
of depositing cash and/or securities. The Company invests cash deposits and
earns interest thereon. All income earned on deposits of U.S. government
securities accrue to the member firms depositing such securities.

     In addition, $1,655,920,000 representing shares of certain money market
mutual funds were held by the NYMEX Division on behalf of clearing members. No
such deposits were held as of the prior year because such assets were not
acceptable forms of margin in the year 2000.

     At December 31, 2001 and 2000, the COMEX Division's segregated funds
consisted of $865,059 and $572 in cash, $580,161,000 and $507,545,000 in U.S.
Treasury bills, and $715,000 and $1,700,000 of U.S. Treasury bills purchased
under agreements to resell, respectively. The COMEX Division also holds
irrevocable letters of credit aggregating $64,850,000 and $30,450,000 as of
December 31, 2001 and 2000, respectively.

13.  GUARANTY FUND

     Each clearing member is required to maintain a security deposit, in the
form of cash or U.S. Treasury securities, ranging from $100,000 to $2,000,000,
depending upon such clearing member's reported regulatory capital, in a fund
known as a "Guaranty Fund" for the respective clearing division (NYMEX and/or
COMEX). Separate and distinct Guaranty Funds, held by the Company, are
maintained for the NYMEX

                                       F-21
<PAGE>
                     NYMEX HOLDINGS, INC. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

and COMEX Divisions. These funds may be used by the respective divisions for any
loss sustained by the Company as a result of the failure of a clearing member to
discharge their obligations.

     At December 31, 2001 and 2000, the total deposits maintained in the NYMEX
Division Guaranty Fund were $82,801,000 and $79,276,000, respectively. At
December 31, 2001 and 2000, the total deposits for the COMEX Division Guaranty
Fund were $78,280,000 and $77,812,000, respectively.

14.  SEGMENT REPORTING

     The Company considers operating results for two business segments:
open-outcry and electronic trading.

     Open-outcry is the trading of NYMEX Division and COMEX Division futures and
options contracts on the trading floor of the Exchange. Electronic trading
consists of NYMEX ACCESS(R) and the enymex endeavor, which is an effort to
create a series of products replicating and complementing the OTC markets to be
traded and cleared on an electronic platform. Both systems currently allow for
the trading of futures contracts on crude oil, heating oil, unleaded gasoline,
natural gas, electricity, platinum, gold, silver, copper, aluminum, propane and
palladium.

     Prior year's financial information relating to these new business segments
is set forth below, as required by SFAS No. 131, Disclosures about Segments of
an Enterprise and Related Information.

<Table>
<Caption>
                                                                            ELECTRONIC
                                                              OPEN-OUTCRY    TRADING      TOTAL
                       (IN THOUSANDS)                         -----------   ----------   --------
<S>                                                           <C>           <C>          <C>
Year Ended December 31, 2001:
  Operating revenues........................................   $135,036      $  9,245    $144,281
  Operating expenses........................................    112,402        27,398     139,800
  Operating income (loss)...................................     22,634       (18,153)      4,481
  Investment income.........................................      4,643            --       4,643
  Interest expense..........................................      7,662            --       7,662
  Depreciation and amortization, net........................     12,651         3,373      16,024
  Income tax expense (benefit)..............................     10,494        (9,712)        782
  Net income (loss).........................................   $  9,121      $ (8,441)   $    680
Year Ended December 31, 2000:
  Operating revenues........................................   $123,953      $  6,916    $130,869
  Operating expenses........................................    117,111        21,316     138,427
  Operating income (loss)...................................      6,842       (14,400)     (7,558)
  Investment income.........................................      9,355            --       9,355
  Interest expense..........................................      7,718            --       7,718
  Depreciation and amortization, net........................     10,302         3,560      13,862
  Income tax (benefit) expense..............................      4,492        (7,632)     (3,140)
  Net income (loss).........................................   $  3,987        (6,768)     (2,781)
Year Ended December 31 1999:
  Operating revenues........................................   $136,032      $  8,403    $144,435
  Operating expenses........................................    108,851        10,712     119,563
  Operating income (loss)...................................     27,181        (2,309)     24,872
  Investment income.........................................      3,942            --       3,942
  Interest expense..........................................      7,721            --       7,721
  Depreciation and amortization, net........................     10,199           767      10,966
  Income tax (benefit) expense..............................      9,877          (974)      8,903
  Net income (loss).........................................   $ 13,525      $ (1,335)     12,190
</Table>

                                       F-22
<PAGE>
                     NYMEX HOLDINGS, INC. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

15.  COMMITMENTS AND CONTINGENCIES

     From time to time, the Company is involved in legal proceedings and
litigation arising in the ordinary course of business. Set forth below are
descriptions of legal proceedings and litigation to which the Company is a party
as of December 31, 2001. Although there can be no assurance as to the ultimate
outcome, the Company has denied, or believes it has a meritorious defense and
will deny liability, in all significant cases pending against it including the
matters described below, and intends to defend vigorously each such case. While
the ultimate result of the proceedings against the Company cannot be predicted
with certainty, it is the opinion of management, after consultation with outside
legal counsel, that the resolution of these matters, in excess of amounts
already recognized, will not have a material adverse effect on the Company's
consolidated financial position, results of operations or cash flows.

     The Company has been named as a defendant in the following legal actions:

     eSpeed, Inc. and Electronic Trading Systems Corporation. v. New York
     Mercantile Exchange.  This action was originally filed in the United States
     District Court for the Northern District of Texas (Dallas Division) and is
     now pending in United States District Court for the Southern District of
     New York. NYMEX Exchange was served with a summons and complaint on or
     about May 10, 1999. This is a patent infringement case. Plaintiff alleges
     that it is the owner of United States Patent No. 4,903,201 entitled
     "Automated Futures Trade Exchange" and that NYMEX Exchange is infringing
     this patent through use of its electronic trading system. Plaintiff seeks
     an unspecified amount of royalties. On September 15, 2000, the Court
     granted NYMEX Exchange's motion to sever and transfer venue to the Southern
     District of New York. On August 1, 2001 the Court granted a motion to add
     eSpeed as a plaintiff. On August 10, 2001 the Exchange made a motion to
     bifurcate the issues of willfulness of infringement and damages from all
     other issues in the case and requested a stay of discovery on the issues of
     willfulness and damages. The Court has not ruled on this motion. The case
     is in discovery. The Markman hearing is scheduled for April 15, 2002.

     Enrique Rivera and Edith Rivera v. New York Mercantile Exchange, Mark
     Kessloff, Les Faison, Brian Bartichek and John Does "1-10."  This action is
     pending in New York State Supreme Court (Bronx County). NYMEX Exchange was
     served with the summons and complaint on or about April 22, 1999. This is
     an ethnic discrimination case. Plaintiff alleges that throughout his
     employment with NYMEX Exchange he was subjected to a hostile work
     environment and discrimination regarding his ethnic origin. Plaintiff seeks
     an unspecified amount of compensatory and punitive damages. On December 17,
     2001 the Court rendered a decision granting in part the Exchange's motion
     for a further bill of particulars from plaintiffs. The case is in
     discovery.

     Luxembourg Henry and Jose Terrero v. NY Mercantile Exchange.  This action
     is pending in New York State Supreme Court (New York County). NYMEX
     Exchange was served with a summons and complaint on January 24, 2001.
     Plaintiffs are former employees who were terminated as part of the 10%
     reduction in force that occurred in July 2000. Plaintiffs allege harassment
     and discrimination because of race (Henry) and national origin (Terrero)
     and that they were improperly terminated. Henry seeks reinstatement to his
     former position; compensatory damages in the amount of $9,320,000 for lost
     wages, fringe benefits and emotional distress; and costs and disbursements.
     Terrero seeks reinstatement to his former position; compensatory damages in
     the amount of $4,500,000 for lost wages, fringe benefits and emotional
     distress; and costs and disbursements. NYMEX Exchange served its answer on
     February 13, 2001. The case remains in discovery.

     New York Mercantile Exchange v. GlobalView Software, Inc.  On April 27,
     2001, NYMEX Exchange filed a breach of contract suit in New York State
     Supreme Court (New York County). NYMEX Exchange seeks to recover direct and
     consequential damages resulting from GlobalView's breach of its contract
     with NYMEX Exchange regarding the front-end development for enymex(SM). On
     or about

                                       F-23
<PAGE>
                     NYMEX HOLDINGS, INC. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     June 18, 2001, GlobalView served its answer and counterclaims in which it
     seeks to recover amounts in excess of $26,000,000 for alleged fees due and
     owing under the contract, as well as consequential damages and other causes
     of action. On June 28, 2001, NYMEX Exchange served an amended complaint on
     GlobalView. On or about July 24, 2001, GlobalView filed a motion to dismiss
     one cause of action in the amended complaint. The Second Amended Complaint
     was served on or about November 26, 2001. GlobalView served its answer to
     the Second Amended Complaint and Counterclaims on about February 14, 2002.
     GlobalView asserted two additional counterclaims for tortious interference
     each seeking an additional $9 million in damages. By stipulation, the
     parties agreed to extend NYMEX Exchange's time to respond to the
     counterclaims to March 15, 2002.

     The Company occupies premises under leases, including the land lease, with
various lessors which expire in 2002 through 2069. For the years ended December
31, 2001, 2000 and 1999, rental expense for the premises amounted to $2,837,499,
$2,019,950 and $2,038,584, respectively. At December 31, 2001, the Company was
obligated for future minimum rental payments required under the noncancelable
terms of various leases as follows:

<Table>
<Caption>
                                                              (IN THOUSANDS)
<S>                                                           <C>
2002........................................................     $ 5,491
2003........................................................       3,724
2004........................................................       2,740
2005........................................................       2,216
2006........................................................       2,220
2007 and thereafter.........................................      11,172
                                                                 -------
          Total.............................................     $27,563
                                                                 =======
</Table>

     The Company began leasing space in its headquarters during 1997. Rents
earned from these rentals were $4,331,836, $3,385,882 and $3,159,875 during
2001, 2000 and 1999, respectively.

     The leases on the Company's corporate headquarters, as well as the back-up
data center, include scheduled base rent increases over the term of the lease.
The total amount of the base rent payments is being charged to expense on the
straight-line method over the term of the lease. The Company has recorded a
deferred credit to reflect the excess of rent expense over cash payments since
inception of the lease.

     In 1994, the Company entered into a Letter of Intent with Battery Park City
Authority ("BPCA"), the New York City Economic Development Corporation ("EDC"),
and the Empire State Development Corporation ("ESDC," formerly called the New
York State Urban Development Corporation) to construct a new trading facility
and office building on a site in Battery Park City. By agreement dated May 18,
1995, EDC and ESDC agreed to provide funding of $128.7 million to construct the
facility. The Company is liable for liquidated damages on a declining scale,
with an initial maximum of up to $75 million, if it violates terms of the
occupancy agreement at any time prior to the 15 years from the date of
occupancy.

     In May 1995, the Company signed a ground lease (expiring June 2069) with
BPCA for the new trading facility. The lease establishes payments in lieu of
taxes ("PILOTs") due to New York City, as follows: for the trading portion of
the facility, PILOTs are entirely abated for the first 20 years after occupancy
and, thereafter, at an amount equal to assessment; for the office portion of the
facility, PILOTs are entirely abated for one year after occupancy, at a
percentage of assessment (ranging from 25% to 92.5%) for the next 10 years and,
thereafter, at an amount equal to assessment. Sub-let space is not eligible for
abatements.

                                       F-24
<PAGE>
                     NYMEX HOLDINGS, INC. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

EMPLOYMENT AGREEMENTS

     The Company has an employment and compensation agreement with one of its
executive officers. This agreement provides for the named officer to earn a
minimum of $500,000 per year through 2003. In addition to the stated annual
salary, the executive shall have the opportunity to receive an annual bonus in
an amount to be determined by the Board of Directors, but in no event less than
$250,000 per year. Under the terms of the Agreement, Mr. Wolkoff is entitled to
a termination payment in the event he is terminated without Cause or for Good
Reason. Good Reason in the Agreement is defined as relocation by more than 50
miles of Mr. Wolkoff's principal place of employment or a material uncured
breach by the Company. In such event, Mr. Wolkoff is entitled to a termination
payment in the amount of (A) a cash payment equal to 200% of the sum of (x)
annual salary and (y) the minimum annual bonus payable in prescribed
installments over a one-year period.

16.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     The inherent nature of the Company's business frequently gives rise to
related party transactions. The majority of the Company's shareholders,
including several members of the board of directors, frequently do business with
the NYMEX or COMEX Division. The board establishes fees and usage charges and
also determines the extent of any member rebate program.

     The following are descriptions of material transactions involving the
Company and its directors:

     Pioneer Futures, Inc., of which the Chairman of the Board of the Company is
the sole shareholder, is one of the largest clearing members with whom the
Company does business. For the year ended December 31, 2001, a total of
$8,319,618 in revenue was derived from this company from clearing and
transaction fees, rental income, and various other floor fees. This amount
represents 6% of the Company's total consolidated revenue.

     Pioneer Futures, Inc., currently leases from NYMEX Exchange approximately
43,115 square feet of space at the One North End Avenue facility. Pioneer
Futures, Inc., has nine (9) leases as follows: (1) 5,019 square feet expiring on
November 20, 2002; (2) 10,360 square feet expiring on December 14, 2002; (3)
2,840 square feet expiring on December 14, 2002; (4) 561 square feet expiring on
December 31, 2002; (5) 1,372 square feet expiring on May 31, 2003; (6) 792
square feet expiring on July 31, 2003; (7) 2,560 square feet expiring on
September 1, 2003; (8) 718 square feet expiring on November 30, 2003; and (9)
18,893 square feet expiring on June 30, 2005.

     As of December 1, 2001, Pioneer Futures, Inc., assigned its rights to the
following leases: 5,019 square feet expiring on November 20, 2002; 792 square
feet expiring on July 31, 2003; and 718 square feet expiring on November 30,
2003.

     From June 1, 2001 to October 31, 2001, Pioneer Futures, Inc., occupied
additional office space: 536 square feet for $1,829 a month and 1,608 square
feet for $5,487 a month. The aggregate amount of rent collected from Pioneer
during 2001 was $1,679,817.

     Sterling Commodities Corp., of which a director of the Company is the
President, currently leases from NYMEX Exchange approximately 6,253 square feet
of space at the One North End Avenue facility. The lease expires on November 23,
2002. The current annual rent for this space is $225,108. The director's father
is Chief Executive Officer and 100% owner of Sterling Commodities Corp.

     Genesis 10, of which a Public director of the Company is the founder and
Chief Executive Officer, is an information technology consulting firm. This
Public Director owns 90% of the equity interest of Genesis 10. The Company has
entered into a written contractual relationship with Genesis 10 pursuant to
which Genesis 10 provides the services of one temporary Senior
Developer/Architect. The Company has paid approximately $286,233 to Genesis 10
for services rendered in 2001. If the Senior Developer/Architect is
                                       F-25
<PAGE>
                     NYMEX HOLDINGS, INC. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

hired on a permanent basis, NYMEX Exchange will be obligated to pay Genesis 10 a
fee of 30% of annual compensation.

     Seat Financing Program

     The Company has provided financial guarantees and pledged collateral
relating to a membership seat financing program with one of its banks. Pursuant
to this program, the member remains primarily liable for the loan that is used
to purchase an interest in the Company. The Company's guarantee is limited to
the lesser of $500,000 or 50% of the purchase price of the membership interest,
and the Company has the right to liquidate the interest if the member defaults
on the loan. Under the program, the Company may issue guarantees totaling, in
the aggregate, up to $11 million. As of February 15, 2002, the following
directors had loan balances relating to this program of greater than $60,000:
Robert Coakley ($276,013) and Steven Karvellas ($190,000).

17.  DISASTER RECOVERY

     On September 11, 2001, terrorists attacked the World Trade Center which
caused the closure of the Company's trading facility for four business days and
limited trading hours through the end of the year. The Company incurred $4.8
million in expenses above and beyond the normal course of business during the
remainder of the 2001 fiscal year to return the Company to normal operations as
quickly as possible after the event. Such expenses included, but were not
limited to, increased building security, transportation costs, temporary command
center costs, environmental cleaning costs and costs related to the Company's
back-up data center. A receivable of $4.2 million for the insurance recovery has
been recorded in other current assets on the consolidated balance sheet at
December 31, 2001 for these costs. The corresponding expenses have been reduced
by this amount in the consolidated statements of operations for the year ended
December 31, 2001.

     The Company also suffered losses resulting from business interruption for a
four-day period immediately following this event. The Company has continued to
incur expenses and loss of revenues due to limited trading hours subsequent to
the year ended December 31, 2001. The Company has substantial insurance which it
expects to cover losses resulting from business interruption and expenses
associated with property and casualty losses, the total of which is yet to be
fully determined.

                                       F-26
<PAGE>
                     NYMEX HOLDINGS, INC. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

18.  QUARTERLY FINANCIAL DATA (UNAUDITED)

     (In thousands, except per share data)

<Table>
<Caption>
                                                                        2001
                                                      -----------------------------------------
                                                       FIRST      SECOND     THIRD      FOURTH
                                                      QUARTER    QUARTER    QUARTER    QUARTER
                                                      --------   --------   --------   --------
<S>                                                   <C>        <C>        <C>        <C>
Quarter Ended
----------------------------------------------------
Volumes
NYMEX Division......................................    20,549     23,717     20,967     23,024
COMEX Division......................................     4,043      4,186      3,158      3,381
Summarized financial data
Net revenues........................................  $ 33,605   $ 35,806   $ 34,546   $ 40,324
(Loss) income from operations.......................    (1,082)    (1,165)     2,638      4,090
(Benefit) provision for income taxes................      (456)      (778)       985      1,031
Net (loss) income...................................      (829)    (1,132)     1,130      1,511
Net (loss) income per common share..................    (1,016)    (1,387)     1,385      1,852
Dividends per common share..........................        --         --         --         --
Common stock prices
  High..............................................  $735,000   $735,000   $750,000   $825,000
  Low...............................................  $710,000   $685,000   $750,000   $750,000
</Table>

<Table>
<Caption>
                                                                        2000
                                                      -----------------------------------------
                                                       FIRST      SECOND     THIRD      FOURTH
                                                      QUARTER    QUARTER    QUARTER    QUARTER
                                                      --------   --------   --------   --------
<S>                                                   <C>        <C>        <C>        <C>
Quarter Ended
---------------
Volumes
NYMEX Division......................................    22,463     22,055     22,514     21,689
COMEX Division......................................     4,828      4,072      3,240      3,213
Summarized financial data
Net revenues........................................  $ 34,637   $ 32,424   $ 32,819   $ 30,989
Income (loss) from operations.......................     2,597     (4,023)    (4,737)    (1,395)
Provision (benefit) for income taxes................     1,417     (1,940)    (2,051)      (566)
Net income (loss)...................................     1,535     (1,973)    (1,895)      (448)
Net income (loss) per common share..................     1,881     (2,418)    (2,322)      (549)
Dividends per common share..........................        --         --         --         --
Common stock prices
  High..............................................  $725,000   $650,000   $700,000   $700,000
  Low...............................................  $600,000   $550,000   $601,000   $650,000
</Table>

---------------

Note: On November 17, 2000, the Company's demutualization transaction was
      completed. Each existing NYMEX Division membership was exchanged for a
      share of common stock and a Class A membership in NYMEX Exchange. Common
      stock prices presented for the quarters in 1999 and through the third
      quarter of 2000 relate to membership interests, not common stock.

                                    ********

                                       F-27