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UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

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FORM 10-K

|/x/ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the Fiscal Year Ended December 31, 2000

OR

|/ / | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Commission File Number 333-95561

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CHICAGO MERCANTILE EXCHANGE INC.(Exact name of registrant as specified in its charter)

Delaware

36-4340266(State or Other Jurisdiction of
Incorporation or Organization)

(IRS Employer Identification No.)30 South Wacker Drive
Chicago, Illinois

60606(Address of Principal Executive Offices)

(Zip Code)


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

Securities
registered pursuant to Section 12(b) of the Act: None

Securities
registered pursuant to Section 12(g) of the Act: None

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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
aggregate market value of the voting stock held by nonaffiliates of the registrant as of February 27, 2001 was approximately $1 billion. The number of shares outstanding of
each of the registrant's classes of common stock as of February 26, 2001 was as follows: 25,855,200 shares of Class A common stock, $0.01 par value; 625 shares of Class B common
stock, Series B-1, $0.01 par value; 813 shares of Class B common stock, Series B-2, $0.01 par value; 1,287 shares of Class B common stock,
Series B-3, $0.01 par value; 313 shares of Class B common stock, Series B-4, $0.01 par value; and 1,540 shares of Class B common stock,
Series B-5, $0.01 par value.

DOCUMENTS INCORPORATED BY REFERENCE:

None.

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PART I

Statements in this Annual Report on Form 10-K that are not historical facts are forward-looking statements. They are based on current
expectations, estimates, forecasts and projections about the industry in which Chicago Mercantile Exchange Inc. (CME) operates, management's beliefs and assumptions made by management. These
statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions which are difficult to predict. Therefore, actual outcomes and results may differ
materially from what is expressed or forecasted in such forward-looking statements. CME undertakes no obligation to publicly update any forward-looking statements, whether as a result of new
information, future events or otherwise.

Factors
that might affect CME's performance and these forward-looking statements include increasing competition by foreign and domestic competitors, including new entrants; rapid
technological developments; CME's ability to continue introducing competitive new products and services on a timely, cost-effective basis; CME's mix of products and services; its ability
to lower costs and expenses; changes in domestic and foreign governmental laws and regulations; protection and validity of our intellectual property rights; technological, implementation, cost and
financial risks associated with the increasing use of large, multi-year supply, service and support contracts; governmental initiatives and proceedings; and continued availability of
financing, financial instruments and financial resources in the amounts, at the times and on the terms required to support CME's future business. In addition, statements regarding CME's technological
efforts are subject to its ability to plan and implement those efforts in an efficient, effective and error-free manner. These factors are representative of events and circumstances that
can affect the outcome of our forward-looking statements. In addition, these statements can be affected by general industry and market conditions and growth rates; general domestic and international
economic conditions, including interest rate and currency exchange rate fluctuations; and other factors.

ITEM 1. BUSINESS

General

CME operates a derivatives exchange in which market participants may trade contracts designed to manage commodity price or financial risk. That business
generates revenues from bundled clearing and transaction fees that are charged for trade execution and from market data fees that are charged for the receipt of information regarding exchange trading
activity. Revenues also are generated by communications fees, investment income and other sources. The exchange business is influenced by economic trends; trade execution abilities and costs; the
availability of contracts, or products, that enable customers to manage risks; the presence of sufficient market participants to establish liquidity; settlement capabilities; and technological
capabilities. CME is seeking to expand upon its core competencies in trade execution and settlement into areas such as online business-to-business (B2B) marketplaces, where its
transaction processing and settlement capabilities, and related risk management instruments, may add value.

CME
is one of the world's leading derivatives exchanges as measured by volume. CME had record volume of more than 231 million contracts in 2000. The underlying or notional
value of these contracts was about $155 trillionexceeding that of any other derivatives exchange in the world. According to industry data, CME ranked third worldwide among futures
exchanges in volume of contracts traded in 2000. Our contract volume varies from year to year based on fluctuations in the world's economies, interest rate volatility, currency volatility, demand for
equity trading and other factors. Also in 2000, CME was among the highest worldwide in terms of open interest, reaching a high of 9.3 million positions during the year. Open interest is the
number of futures contracts and options on futures positions outstanding at the close of the trading day and is considered a leading indicator of liquidity and relevance of an exchange as a risk
management center.

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From its origins 103 years ago as a small agricultural market, CME has evolved into a major financial services enterprise offering a diverse range of products, services and
applied technology. We operate markets for the trading of financial and commodity futures contracts, as well as options on futures contracts. These contracts were developed through our research and
development efforts and relationships with market participants and other financial institutions. We operate traditional open outcry auction markets where members trade among themselves for their own
accounts and the accounts of their customers in specialized trading areas, called pits. We also were the first futures exchange to develop a global electronic trading system, which is now called
GLOBEX®2. Our open outcry and electronic trade execution servicesas well as a hybrid of the two, involving our
E-mini S&P contracts and Nasdaq 100 contractsprovide price discovery and trade matching services for price transparency, anonymity and immediacy. Through our Clearing House
Division, we match, clear, settle and guarantee all transactions executed on CME, mitigating counterparty credit risk. On a typical day, the Clearing House manages $25 billion in collateral
deposits and administers $1 billion of letters of credit. We also engage in extensive regulatory, compliance, market surveillance and financial supervision activities designed to ensure market
integrity. In addition, CME markets and distributes
valuable real-time and historical market data generated from trading activity in our markets to users of our products and related cash and derivative markets.

Market
participants using CME's risk management products include pension funds, investment advisers, portfolio managers, corporate treasurers, commercial and investment banks,
broker/dealers and individuals. These participants use our products for hedging, risk management, asset allocation and speculation. Our users can be broadly categorized as hedgers or speculators,
depending on whether they transfer risk or accept risk. Hedgers are market participants who want to transfer price risk in an underlying commodity (such as cattle) or financial instrument
(e.g., a cash foreign currency or an interest rate swap agreement). Speculators, on the other hand, accept price risk and attempt to profit by buying and selling futures contracts in
anticipation of price changes. Speculators often have no interest in making or taking delivery of the underlying commodity. "Locals" are speculators who trade on our floors. Our members and others
exercising trading privileges serve as liquidity providers for our markets and financial intermediaries for customers who use our products.

World
financial markets continue to experience significant and rapid changes due to technological advances, deregulation and globalization. Computer and telecommunications systems
today can efficiently and economically bring buyers and sellers together, presenting new challenges to centralized open outcry auction markets. Foreign exchanges and exchange-like
enterprises operated by or for banks and broker/dealers have gained increased access to U.S. and international markets through deregulatory actions. These changes are lowering barriers to entry and
creating a lower-cost business model, leading traditional exchanges to streamline their operations, reduce costs and seek more efficient trading, processing and clearing facilities.

CME
is pursuing the following strategies for growth in 2001 and beyond: continuing to introduce innovative new products; targeting new opportunities in areas such as online
business-to-business (B2B) marketplaces; expanding our international distribution through global alliances; and making further improvements to the functionality, capacity,
speed, reliability and distribution of GLOBEX2. In addition, we plan to continue re-engineering our processes to help our customers and
members control costs.

CME
was incorporated in Delaware on December 30, 1999. On November 13, 2000, it succeeded to the business, assets and liabilities of Chicago Mercantile Exchange, an
Illinois not-for-profit membership corporation (Old CME) that traces its origins to 1898. That succession was the result of a series of mergers that were effected as part of
the conversion of Old CME from a membership corporation to a stock corporation. As part of those transactions, CME also purchased the assets and related liabilities of P-M-T
Limited Partnership, an Illinois limited partnership (PMT), which provided electronic trading services for Old CME and owned the GLOBEX2service mark.
The merger

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transactions were accounted for using "pooling-of-interests" accounting. Under this method of accounting, no gain or loss was recognized, and the assets and liabilities of Old
CME were recorded on the books of CME at their same recorded amounts.

CME's
principal executive offices are located at 30 South Wacker Drive, Chicago, Illinois 60606, and its telephone number is 312-930-1000.

Core Business

Our core business consists of the following:



Revenues
from the first three of these business areas are derived from bundled clearing and transaction fees. The table below indicates the sources of CME's revenues during 2000, 1999 and 1998:

Revenue Sources

2000

1999

1998Clearing fees and transaction fees

69
%
67
%
64
%Quotation data fees

16

21

20Other*

15

13

16* Includes investment income, communications fees and other items


Risk Management Products

CME's execution and settlement operations depend, at least in part, on its ability to offer a diverse array of traded contracts, or products, designed to meet
the risk management needs of our customers. Our major product areas are futures contracts and options on futures contracts based on interest rates, equities and indexes, foreign currencies, and
agricultural and physical commodities.

We
also offer exchange-for-physical (EFP) transaction markets. These involve simultaneous transactions in the futures and cash commodity markets, in which one
party establishes or liquidates a futures position in one of our products and the other party sells or purchases the underlying cash commodity.

Interest Rate Products.CME offers short-term interest rate derivatives products,
Eurodollar futures and options contracts. Our Eurodollar futures contract is the most actively traded futures contract in the United States, with more than $108 trillion in notional value traded in
2000. CME also trades contracts based on other short-term U.S. and foreign interest rates, such as one-month LIBOR (London Interbank Offered Rate) contracts and Euroyen
contracts. Eurodollars are U.S. dollars on deposit in commercial banks outside the United States. The Eurodollar market has burgeoned over the past 30 years into a
major international capital market as the dollar has become a world reserve currency. The interbank market for immediate (spot) and forward delivery of offshore dollars is deep and liquid, giving
banks the ability to fund dollar loans to foreign importers without incurring currency exchange risks. Our market users generally are banks and other financial institutions that face interest rate
risks from their lending and borrowing activities or their activities as dealers in over-the-counter interest rate swaps and structured derivative products. Many swap dealers
use our Eurodollar and other interest rate contracts to hedge and/or arbitrage their money market swaps and to convert a floating

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interest rate exposure to a fixed rate exposure. A significant number of our clearing member firms are affiliates of major domestic and international banks who utilize our interest rate markets for
their proprietary trading activities. Asset managers also use our interest rate products to lengthen the effective maturity of short-term investment assets by buying futures contracts or
to shorten the effective maturity by selling futures. Our contracts are an attractive alternative when physical restructuring of a portfolio is not possible or when futures transaction costs are less
than the cash market transaction costs.

Our
interest rate product trading volumes have fluctuated over the last five years. These fluctuations primarily reflect changes in central bank monetary policies and changing levels
of interest rate volatility during these periods, rather than reflecting successful competition from other exchanges or increased use of alternative products or markets. Presently, many banks that use
Eurodollar futures have adopted internal systems that allow separate divisions within the bank to manage their net risks by internally netting their exposures before using our markets. Despite these
activities, CME's interest rate contract volume increased 15.5% in 2000 to 138.8 million contracts, comprising 61% of our overall product volume.

Equity and Index Products.Our contract volume in this product segment has more than doubled in
the past five years, to a record 65.0 million in 2000, representing 28% of our total product volume. CME has a 94% market share in all U.S.-listed stock index futures and options on futures.
Our position in this market reflects the liquidity that our members provide, as well as the fact that the Standard & Poor's (S&P) 500 Index is the key U.S. benchmark for stock market
returns.(1)

We
offer trading in futures and options contracts based upon the S&P 500 and Nasdaq 100 stock indexes, as well as other domestic and foreign indexes and other underlying instruments.
More than 70% of our 2000 contract volume in this sector was generated by products based on the S&P 500 Index. In 2000, $9 trillion in total notional value of S&P 500 futures contracts traded at CME.
The S&P 500 Index is based upon the stock prices of 500 large-capitalization companies and is designed to be an accurate proxy for a diversified equity portfolio representing a broad cross-section of
the U.S. equity market. We have had an exclusive contract for futures products on this and other S&P stock indexes since 1980, and this contract continues until 2008. The Nasdaq 100 Index is based on
the 100
largest non-financial stocks listed on the Nasdaq stock market. Our Nasdaq license agreement continues until 2005.

Our
equity and index products give market users the ability to hedge their equity portfolios, to efficiently gain exposure to U.S. equity markets without the execution and capital
costs of implementing their trading strategy in the underlying cash markets, to take advantage of spread opportunities between different sectors of the market, to enhance the return or yield on an
underlying portfolio of stocks or commodities and to diversify a portfolio. Market users include public and private pension funds, investment companies, mutual and hedge funds, commodity trading
advisers, local traders, individual investors and financial services companies that benchmark their investment performance to different segments of the equity markets.

To
generate greater contract volume from retail and smaller institutional customers, we launched our first E-mini futures and options contracts in 1997. Since then, the
E-mini equity index products have become the fastest-growing products in CME's history. This growth is due in part to our applied technology solution, volatility in the U.S. equity markets
and the increasing prevalence of sophisticated retail customers interested in Internet access and day trading. The E-mini S&P 500 futures and options

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contracts
and E-mini Nasdaq 100 futures contracts trade primarily on GLOBEX2and are one-fifth the size of our principal S&P 500
and Nasdaq 100 futures contracts. The success of these products led CME to introduce several other E-mini futures contracts in 1999 and 2000.

Currency Products.CME also offers a marketplace for foreign exchange futures and options
trading. In 2000, we had a 41% share of the world's exchange-traded currency futures and options market.
Domestically, in 2000 CME had 91% of the U.S.-traded foreign exchange futures/options market and was responsible for nearly 97% of the total trading in U.S. dollar-based currency futures contracts on
the U.S. exchanges. At year-end 2000, CME led all exchanges worldwide with an open interest of 486,000 contracts in currency futures and options. Our position is due in part to the fact
that CME created the world's first financial futures in 1972 by introducing futures contracts on seven foreign currencies.

This
product sector provides traders, investors and risk managers with tools to hedge their risk from foreign exchange market movements. The interbank foreign exchange market is the
world's largest market, with average daily volume of more than $1 trillion in notional value. However, the interbank foreign currency market is dominated by large banks and multinational
corporations. CME is an attractive alternative, because our foreign currency futures and futures options contracts provide large and small investors with equal access to the world of foreign exchange
on a regulated marketplace. We offer futures and options on futures contracts on the world's major currencies, such as the Euro, Japanese yen, Swiss franc, Canadian dollar and British pound. Primary
users of our markets include banks, hedge funds, commodity trading advisors, local traders and retail customers who speculate for profit on foreign currency price movements. To compete more
effectively with the interbank foreign currency market, we have introduced all-or-none trading, which enables larger currency futures orders to be filled in their entirety at a
single price without the possibility of partial fills. Additionally, foreign currency all-or-none transactions can occur outside the bid/ask or daily high/low for regular
futures contracts, and market participants can receive competitive quotes from multiple market makers.

Our
foreign currency futures and options product trading volumes have declined in the last five years. This product sector traded 19.3 million contracts in 2000, comprising 8%
of CME's overall contract volume. The trend reflects bank consolidations, increased use of internal netting mechanisms by our bank customers, reduced volatility in cash foreign currency markets, and
the introduction of the Euro and subsequent phasing out of major European currencies. We also face significant competition from the interbank foreign currency market, which offers highly liquid cash,
forward and option markets in foreign currencies. Despite declines in our foreign currency futures and options trading volumes, growth in foreign currency EFP transactions and EFP fees have stabilized
revenues from our currency products.

In
early 2001, we intend to institute electronic trading of currency and cross-rate futures contracts on GLOBEX2, to occur
side-by-side with open outcry trading. We believe that this action will attract new customers to CME's currency futures markets. The contract specifications for electronic
currency futures will be identical to CME's open-outcry traded currencies, making them completely fungible on a 1:1 basis with pit-traded currencies. Traders in CME's open
outcry currency pits will have access to the electronically traded versions of the contracts via GLOBEX2terminals located throughout the trading floor
and the exchange's GALAX-C hand-held units, which may access GLOBEX2from the trading pits.

Agricultural and Commodity Products.CME has a strong position in this category, which
comprised our only product line when we began operations more than a century ago. Our contracts are based on cattle, hogs, pork bellies, dairy products and other agricultural and physical commodities.
Our market users include commodity producers, food processors, local traders and retail customers. Although our agricultural contract volume declined 6.6% to 8.0 million in 2000 (3% of overall
volume), extensive revisions to existing contracts and the development of new products have largely stabilized sector

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volume in recent years. We see growth opportunities as large producers and processors adopt formal hedging and risk management programs due to continuing consolidation and restructuring in the
agricultural sector, as well as the reduction or elimination of government subsidies.

Execution Facilities

CME operates two trade execution facilities: open outcry trading pits and electronic trading through GLOBEX2. We
offer our users secure and reliable facilities, immediacy of trade execution, anonymity and price transparency. Both the trading pits and GLOBEX2are
state-of-the-art trading environments supported by substantial infrastructure and technology for order routing, trade reporting, market data dissemination, market
surveillance and regulation.

Open Outcry Trading.Open outcry trading, which represented 85% of our total contract volume in
2000, occurs in individual pits on our two trading floors, which total 70,000 square feet. The pits are the centralized place where floor brokers and independent traders meet to trade contracts.
Orders for market participants are relayed to brokers for execution in the pits. The pits are surrounded by tiered booths, where clearing member firm personnel communicate with customers about current
market activity and prices and receive orders either electronically or by telephone. These orders may be "flashed" by way of hand signals into the pits. In addition, our trading floors display current
market information and news on electronic wallboards.

GLOBEX2Electronic
Trading.GLOBEX2maintains an electronic, centralized order book and trade execution algorithm for futures and
futures options contracts and allows users to enter orders directly into the order book. Electronic trading occurs virtually around the clock, meeting customer demand for global access to our products
and making this the fastest-growing segment of CME's business. GLOBEX2volume totaled 34.5 million contracts in 2000, nearly 15% of CME's total
volume and a 114% increase from 1999. GLOBEX2users include clearing member firms, market makers, commodity trading advisors and individuals.

In
2000, we adopted several significant measures to increase customer access to our markets. CME now allows unlimited, direct electronic access to products traded on
GLOBEX2for all market participants who are guaranteed by a clearing member of CME. We also removed limitations on direct customer access to our
electronic, centralized order book, allowing customers to view bids and offers in GLOBEX2products. This change further increases the transparency of
CME's markets by putting valuable trading information directly into the hands of customers.

To
accommodate rapid growth in electronic trading of financial instruments, we continue to expand the functionality, capacity, speed, reliability and distribution of
GLOBEX2. In 2000, we more than tripled the system's capacity while shortening transaction times; enhanced the types of orders that can be processed by
GLOBEX2; and increased its order entry and data dissemination capacity. The flexibility of the open architecture design of
GLOBEX2allows us to add new products to the system and to easily and quickly increase processing throughput.

Other Trading Technology.We continue to enhance our open outcry and electronic markets with
automation and cost efficiencies to retain our competitive advantage of instant liquidity for market users. At CME, market participants use hand-held GALAX-C electronic trading
devices, CME Universal Broker Stations (CUBS2) and the automated Trade Order Processing System (TOPS) to route customer orders and confirmations
instantaneously to and from GLOBEX2and the trading floors. Our member clearing firms are enhancing access to our systems by upgrading to the
world-standard Financial Information Exchange (FIX) 4.2 application programming interface. In addition, many firms and customers use the Internet to route orders to
GLOBEX2, execute trades, check account balances and gain online access to quotes and charts. In 2001, CME intends to introduce a lower-cost
avenue of accessing GLOBEX2via the Internet by implementing a virtual private network

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(VPN) solution. While we make significant improvements to our current technologies, we have already begun planning our next generation trading and clearing platforms.

Clearing and Settlement Services

Unlike most financial exchanges, CME operates its own Clearing House. This operation allows close coordination between our clearing functions and other
business areas, such as risk management, new product initiatives and customer service. In addition, the Clearing House guarantee of performance is a significant attraction of our markets. CME market
users do not need to evaluate the credit of each potential counterparty or limit themselves only to a selected set of counterparties. This increases the potential liquidity available for each trade
and reduces the costs of using our markets.

The
Clearing House clears, settles, nets and guarantees performance of all matched transactions in our contracts. At each settlement cycle, the Clearing House "marks to market" all
open positions by calling for payments from clearing members whose positions have lost value, and by paying clearing members whose positions have gained value. The Clearing House marks all open
positions to market at least twice a day, and more often if market volatility warrants. Our ability to conduct a minimum of two daily settlement cycles helps protect the financial integrity of CME,
our clearing member firms and market participants. We can more quickly identify any clearing firms that may not be able to satisfy the financial obligations resulting from changes in the prices of
their open positions. These financial safeguards have ensured that we have never had a clearing firm default in our 103-year history.

To
guarantee performance, we establish and monitor financial requirements for our clearing members and set minimum performance bond (margin) levels for our traded products. The
Clearing House holds performance bond collateral to cover the largest reasonable losses between each mark to market cycle. It typically seeks to cover at least 95% of all daily price changes in each
product. On a typical day, the Clearing House manages $25 billion in collateral deposits and administers $1 billion of letters of credit. The Exchange also maintains an unsecured,
confirmed $350 million line of credit agreement with a consortium of banks in order to ensure adequate liquidity to deal with a clearing member payment default. This line of credit also may be
used if there is a temporary problem with the domestic payments system that would delay payments of settlement variation between the Clearing House and clearing members. Additionally, CME intends to
implement a new financial safeguards package in 2001 to more than triple the liquid resources available in the unlikely event of a member firm default by increasing its security deposit pool and
obtaining default insurance.

The
Clearing House also manages final settlement on all CME contracts, including cash settlement, physical delivery of selected commodities, and option exercise and assignment. It
acts as the delivery agent for all contracts to ensure that the seller makes timely delivery of the exact quality and quantity specified in a contract and that the buyer makes full and timely payment.

Clearing and Settlement Technology.The Clearing House uses a proprietary system to calculate
performance bond requirements. First developed in 1988 by CME, the Standard Portfolio Analysis of Risk (SPAN®) system simulates the effects of changing market conditions on a complex
portfolio and uses standard options pricing models to determine a portfolio's overall risk. SPAN then generates a performance bond requirement that covers the largest reasonable single day's trading
loss. In addition to its use by CME's Clearing House, SPAN has been adopted by more than 30 other exchanges and clearing organizations worldwide.

Our
clearing system, CLEARING 21®, processes reported trades and positions on a real-time basis to provide users with instantaneous information on
trades, positions, money and risk exposure. The system supports futures and options products, securities and cash instruments, as well as complex new product types (including combinations, options on
combinations, options on options, swaps, repurchase and
reverse repurchase agreements and other instruments). Through CLEARING 21 workstations, our clearing member firms can electronically manage their positions, exercise options, enter transactions

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related to foreign currency deliveries, manage collateral posted to meet performance bond requirements and access all our other online applications. The combined CLEARING 21 and
GLOBEX2systems enable straight-through electronic processing of transactions, in which an order is electronically routed, matched, cleared and made
available to the clearing firm's back office systems for further processing.

Cross-Margin Agreements.We have led the derivatives industry in establishing cross-margin
agreements with other leading clearing houses to reduce capital costs for clearing member firms and users of our markets. The cross-margin agreements permit an individual clearing house to recognize a
clearing firm's open positions at other clearing houses; the resulting risk offsets can lower capital requirements. We have implemented, or are in the process of implementing, cross-margin
arrangements with the Options Clearing Corporation, Commodity Clearing Corporation, Board of Trade Clearing Corporation, London Clearing House, Government Securities Clearing Corporation (GSCC),
Singapore Exchange Derivatives Trading Ltd. (SGX) and Clearnet.

Market Data

Our markets generate valuable information on prices and trading activity in our products. CME's market data is central to trading activity in our products and
to trading activity in related cash and derivatives markets. We sell our market data, which includes bids, offers, trades and trade size, to banks, broker-dealers, public and private pension funds,
investment companies, mutual funds, insurance companies, individual investors and other financial services companies that use our markets or monitor general economic conditions. Revenue from market
data represented about 16% of our revenue during 2000. In general, the price information is sent via dedicated networks to 170 worldwide quote vendors, who consolidate our market data and information
with that from other exchanges and third party data and news services and resell the consolidated data and information to their subscribers. These quote vendors distribute our market data through
dedicated networks, the Internet and wireless hand-held devices. As of March 2001, we had approximately 50,000 subscribers of our real-time market data who display the data on
more than 198,000 screens.

We
believe that the evolution of technology and the financial services industry will change the existing distribution channels, sales methods and pricing structure for market data.
These changes might adversely impact our sale of market data. Increases in the volume of electronic trading, the use of the Internet as a distribution mechanism and the use of our products by
individual retail investors will all impact the sale of our market data. To stimulate customer demand, we have created marketing
programs, and we have begun to enter into new business relationships with companies that develop value-added computer-based applications that use our market data to provide specific insights into the
dynamics of trading activity in our listed contracts. In addition, in 2000 we began to allow direct customer access to our electronic, centralized order book, in order to increase usage and reduce the
administrative burden on clearing members who purchase GLOBEX2market data for trading purposes only. Previously, these companies collected separate
GLOBEX2market data fees from users of order entry terminals.

Other Growth Initiatives

Business-to-Business.In 2000, CME began a major marketing program
targeted to online B2B marketplaces, which use the Internet to offer a range of services or products, linking companies in a single industry or with an interest in a particular type of product. While
B2B exchanges can offer increased efficiencies by enabling purchasers and suppliers to execute spot (cash) transactions for

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near-term delivery, they often are not ableby themselvesto supply some key ingredients of a successful marketplace. We can supplement B2B programs by:



In
2000, we announced an exclusive agreement with CheMatch.com, Inc., a B2B chemical industry marketplace, to jointly develop and market a co-branded complex of
chemical futures and options products to trade on GLOBEX2. The agreement represented the first joint development project between a futures exchange and a
B2B marketplace to create risk management products targeted to a specific industry. In 2001, we plan to offer the first complex of futures products to trade on a futures exchange with an electronic
link to an online B2B marketplace. Furthermore, we intend to selectively seek relationships with additional B2B marketplaces that are best-positioned to accelerate growth in their
respective industries with assistance from CME. Working with several such marketplaces can enable CME to achieve economies of scale by creating a B2B service infrastructure that can be adapted to
various industries.

International Alliances.We are expanding our network of international alliances and
partnerships with other exchanges to offer our products globally and to access the existing distribution capabilities of some of our partners' electronic trading systems. CME has a history of forming
global alliances, beginning with the first international link between futures exchangesa mutual offset trading link between CME and SGX in Singapore. The GLOBEX Alliance links CME with
derivatives markets operated by SGX, ParisBourseSBF SA in France, MEFF in Spain, the Bolsa de Mercadorias & Futuros in Brazil, and the Montreal Exchange. The Alliance's goal is to
offer trading privileges and direct access to the electronically traded products of all the alliance markets through a single technical access point, along with cross-margining of positions in order
to reduce the capital requirements of the participating exchanges' customers and members. We also have entered into a partnership with the London International Financial Futures & Options
Exchange and its clearing partner, the London Clearing House. Additionally, in 2000 CME and the Tokyo Stock Exchange announced plans to pursue an alliance. The goal is to further develop the
exchanges' fixed income and equity derivatives markets, including the potential development of joint products and globally interconnected electronic trading systems.

Through
these alliances, partnerships and relationships, we intend to offer our customers capital efficiencies by cross-margining mutually agreed upon, highly correlated products and
trading efficiencies by interconnecting our trading platforms and networks of each exchange and by harmonizing trading rules and interfaces. Additionally, when mutually beneficial, we will seek to
share the cost of developing technology. We seek to expand these alliances to include other foreign and domestic markets.

Marketing

Our marketing programs target both institutional and retail customers. In our institutional marketing program, we strive to inform highly sophisticated
traders, portfolio managers, corporate treasurers and other market professionals about novel uses of our products, such as new hedging and risk management strategies. We also seek to educate these
users about changes in product design,

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margin requirements and new clearing services. Our marketing typically involves the development of personal relationships with professional traders who actively use our markets. We participate in
major domestic and international trade shows and seminars on futures and options and other derivatives products. In addition, we sponsor educational workshops and marketing events designed to educate
market users about our new products. Through these relationships and programs, we ascertain the needs of our customer base, gathering information to drive our product development and product
maintenance efforts.

For
retail customers, we advertise our products and brand name to increase CME's trading volume. Our advertising is designed to build and maintain awareness and preference for our
products and services, and to reinforce our brand image. We primarily rely on print media, and also employ Internet advertising due to the growth of that medium and its synergies with our
electronically traded products. Additionally, we make use of other marketing programs to achieve our promotional goals with target customer segments. Examples of such programs include exhibits at
investor conferences and direct mail promotions.

Competition

Some of our key competitors include other financial exchanges that offer derivatives products, over-the-counter (OTC) markets,
electronic trading systems, consortia of end users and futures commission merchants, and technology firms such as market data vendors. CME may complement competitors' product offerings or offer
advantages to market participants in a variety of ways. For example:



In
addition, CME competes by offering market participants efficient, cost-effective and liquid marketplaces; broadly disseminated and transparent market and quotation
data; a financially secure clearing system; access to market making; superior product design and state-of-the-art technology. We
continually enhance our products, improve efficiencies for our customers, and offer the choice of open outcry or electronic trading platforms. We believe CME is well-prepared to meet
potential competition, and we are committed to maintaining our competitive position in technology, services, market integrity and liquidity.

Intellectual Property

We regard substantial elements of our brand name, marketing elements and logos, products, market data, software and technology to be proprietary. We attempt to
protect these elements by relying on trademark, service mark, copyright and trade secret laws, restrictions on disclosure and other methods. For example, with respect to trademarks, we have registered
marks in more than 20 countries.

We
regularly review our intellectual property to identify property and methods of doing business that should be protected, the extent of current protection for that property and the
availability of additional protection. We believe our various trade and service marks have been registered where needed. Recent legal developments allowing patent protection for methods of doing
business hold the possibility of additional protection, which we are examining.

10

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Other Business Relationships and Subsidiaries

GFX Corporation.GFX Corporation is a wholly owned subsidiary of CME. It was established by the
Exchange for the purpose of maintaining and creating liquidity in our foreign currency futures contracts. Experienced foreign currency traders employed by GFX buy and sell our foreign currency futures
contracts using our GLOBEX2system. They limit risk from these transactions through offsetting transactions using futures contracts or spot foreign
currency transactions with approved counterparties in the interbank market. In addition, formal trading limits have been established to minimize risk. Any residual open positions are marked to market
on a daily basis.

CME Trust.Chicago Mercantile Exchange Trust was established in 1969 to provide financial
assistance, on a discretionary basis, to customers of any clearing member that becomes insolvent. CME funded the Trust through contributions, which were tax-deductible until a
June 1996 closing agreement with the Internal Revenue Services largely discontinued the availability of the deduction. The Trust presently
contains approximately $51.8 million in net assets as the result of past contributions, investment income on the Trust assets, and the absence of distributions from the Trust. The Trustees, who
are also members of CME's Board of Directors, have discretion to use the Trust to satisfy customer losses in the event a clearing member fails or is in such severe financial condition that it cannot
meet a customer's obligations, provided that those customers' losses are related to transactions in CME contracts. Neither CME nor its members have any residual interest in the assets of the Trust.

Employees

As of December 31, 2000, we had 987 full-time equivalent employees. We consider relations with our employees to be good. We have never had a
work stoppage, and none of our employees are represented by a collective bargaining agreement. However, since 1982, we have had an understanding with the International Union of Operating Engineers,
Local 399, AFL-CIO, relating to building engineers at the headquarters building. At present, there are seven employees to whom this understanding applies.

Executive Officers of CME

Information regarding executive officers of CME who are also directors is set forth under Item 10 below. Information regarding executive officers of CME who
are not also directors is set forth below:



11

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ITEM 2. PROPERTIES

CME's principal executive offices and trading floor operations are located at 30 South Wacker Drive, Chicago, Illinois 60606. We occupy approximately 430,000
square feet of office space under a lease that expires in 2003 and 70,000 square feet of trading floor space under a lease with CME Trust. The trading arena has
state-of-the-art wallboard price display systems, order routing and communications systems. On November 1, 1998, we entered into a first extension of our
lease with CME Trust, and we have an option on three additional extensions which will secure the availability of our trading facility until October 2026. We maintain back-up
facilities for electronic systems in separate office towers at 10 and 30 South Wacker Drive, Chicago, Illinois. We also maintain offices in leased space in Washington, D.C.; London, England; and
Tokyo, Japan. We believe our facilities are adequate for our current operations and that additional space can be obtained readily if needed.

ITEM 3. LEGAL PROCEEDINGS

From time to time, we are involved in legal proceedings and litigation arising in the ordinary course of business. As of the date of this filing, except as
described below, we are not a party to any litigation or other legal proceeding that, in our opinion, could have a material adverse effect on our business, operating results or financial condition.
While the ultimate results of these proceedings against CME cannot be predicted with certainty, CME's management believes that the resolution of these matters will not have a material adverse effect
on CME's consolidated financial position or results of operations.

12

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In May 1999, Victor Niederhoffer, Niederhoffer Investments, Inc. and several commodities pools controlled by Victor Niederhoffer filed a complaint against CME and a
number of unidentified employees, officials and members under the Commodity Exchange Act in the United States District Court for the Northern District of Illinois. The complaint charges that CME
failed to enforce its rules relating to the establishment of settlement prices on specified dates and that as a consequence, Niederhoffer, the pools and their futures commission merchant suffered
damages of at least $105 million. Based on extensive pre-complaint investigation, discovery conducted to date, and advice from legal counsel, CME believes that the lawsuit is
without merit and that the plaintiffs are unlikely to prevail.

In
May 1999, Electronic Trading Systems, Inc. filed an action against CME, the Chicago Board of Trade, the New York Mercantile Exchange and Cantor Fitzgerald, L.P. in
the United States District Court for
the Northern District of Texas (Dallas Division) for alleged infringement of Wagner United States patent 4,903,201, entitled "Automated Futures Trade Exchange." The patent relates to a system and
method for implementing an electronic, computer-automated futures exchange. Pursuant to an indemnification agreement, CME's defense has been undertaken by attorneys for Euronext, the licensor of our
trading system and a subsidiary of ParisBourse. Euronext has reserved its rights under that agreement in the event that any modifications to the licensed system made by us result in liability. Counsel
for Euronext have advised us that they do not believe our licensed system infringes the patent. Regardless of the outcome of the proceeding, we believe the indemnification agreement and the
probability that a license will be available preclude any material effect on CME.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matter was submitted to a vote of security holders during the fourth quarter of 2000.

PART II

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

Outstanding Shares and Holders

In connection with a series of mergers that were completed on November 13, 2000, CME issued: 25,855,200 shares of Class A common stock, $0.01 par
value; 625 shares of Class B common stock, Series B-1, $0.01 par value; 813 shares of Class B common stock, Series B-2, $0.01 par value; 1,287
shares of Class B common stock, Series B-3, $0.01 par value; 297 shares of Class B common stock, Series B-4, $0.01 par value; and 1,700 shares of
Class B common stock, Series B-5, $0.01 par value. Since that date, 160 Series B-5 shares have been converted into 16 Series B-4 shares.
An owner of 10 Series B-5 shares may convert those shares into one Series B-4 share through April 18, 2001. Any Series B-5 shares not so
converted by the close of business on April 18, 2001, however, will be converted automatically into 10 Class A shares. As of February 14, 2001, there were 3,243 holders of the
Class A shares and 509, 679, 1,039, 267 and 736 holders of the Series B-1, B-2, B-3, B-4 and B-5 shares, respectively.

Transfer Restrictions Applicable to Class A Shares

The Class A shares are subject to transfer restrictions contained in CME's certificate of incorporation. These transfer restrictions prohibit the sale
or transfer of any Class A shares separate from the associated Class B shares. These restrictions expire in stages over a 15-month period, with 25% of the Class A
shares becoming free of the restrictions on May 12, 2001, another 25% on August 10, 2001, another 25% on November 8, 2001 and all of the Class A shares becoming free of the
restrictions on February 6, 2002. CME's Board has recommended that these restrictions be amended to extend the period during which they would apply and to grant CME the right, following an
initial

13

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public offering of CME's Class A shares, to guide the sale of Class A shares on behalf of shareholders desiring to sell during the 18-month period following any initial public offering.
In order to become effective, the amendment requires the approval of the holders of a majority of the outstanding shares of Class A and Class B common stock, voting together, and the
holders of a majority of the outstanding shares of Class A common stock, voting as a separate class. That approval is being sought at the annual meeting of CME's shareholders scheduled for
April 18, 2001.

Market for Shares

Shares of CME common stock are traded through facilities maintained by CME, and there presently is no independent established public trading market. Due to the
absence of an established public trading market and the limited number and disparity of bids made for various shares through year-end 2000, bid prices for shares tend to be
unrepresentative of the sales prices realized upon the sale of shares. The table below shows the range of high and low sales prices of the indicated shares from November 13 to
December 31, 2000 (source: CME records):

|Type of Stock                                 |  | High |         | Low
|--------------------------------------------- |  | ---- | ------- | ---
|Class A shares                                |  |      | None    |    
|Series B-1 share bundled with 16,200 A shares |  | $    | 525,000 |    
|Series B-2 share bundled with 10,800 A shares |  |      | None    |    
|Series B-3 share bundled with 5,400 A shares  |  |      | None    |    
|Series B-1 share                              |  |      | None    |    
|Series B-2 share                              |  |      | None    |    
|Series B-3 share                              |  | $    | 150,000 |    
|Series B-4 share                              |  | $    | 12,500  |    
|Series B-5 share                              |  | $    | 1,700   |    

Dividends

CME has not paid any dividends on its common stock and does not anticipate paying dividends in the foreseeable future.

ITEM 6. SELECTED FINANCIAL DATA

The information required by this Item is incorporated by reference to the information set forth under the headings "Income Statement Data" and "Balance Sheet
Data" under "Selected Financial Data" in Exhibit 99.1 to this Annual Report on Form 10-K. That information was derived from CME's consolidated financial statements and should
be read in conjunction with the audited consolidated financial statements, related notes and other financial information included elsewhere in this Report. CME has not paid any dividends on its common
stock and does not anticipate paying dividends in the foreseeable future.

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

The information required by this Item is incorporated herein by reference to "Management's Discussion and Analysis of Financial Condition and Results of
Operations" in Exhibit 99.2 to this Annual Report on Form 10-K.

14

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ITEM 7A: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The information required by this Item is incorporated herein by reference to the information appearing under the subheading "Market Risk" under "Management's
Discussion and Analysis of Financial Condition and Results of Operations" in Exhibit 99.2 to this Annual Report on Form 10-K.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The information required by this Item is incorporated herein by reference to CME's Consolidated Financial Statements for the fiscal year ended
December 31, 2000 in Exhibit 99.3 to this Annual Report on Form 10-K.

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

None.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT

The size of CME's Board of Directors, and the manner in which those directors are elected, changed as the result of the demutualization of Old CME, which
occurred on November 13, 2000. The number of positions on the Board will be reduced by nine in connection with the annual election scheduled for the annual shareholder meeting on
April 18, 2001, from 39 directors to 30. The size of the Board of Directors will be further reduced after the annual shareholder meeting in April 2002 to a total of 19 directors.

15

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Information
regarding the directors who are not standing for election at the April 18, 2001 annual meeting is set forth below:

|Name and Age            |  | Term
Expires: |  | Background                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|----------------------- |  | ------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|H. Jack Bouroudjian, 39 |  | April 2002    |  | Director since 1996 and a member of CME for more than 13 years. President of Equity Futures with Commerz Futures since February 2001. Previously, Senior Vice President of Equity Futures with Commerz Futures; and prior to that, Vice President of
Equity Futures with Nikko Securities from 1997 to 1999 and with Credit Agricole Futures, Inc. from 1995 to 1997.                                                                                                                                                                                                                                                                                                                                                                            
|Timothy R. Brennan, 59  |  | April 2002    |  | Director since 1990 and a member of CME for more than 25 years. Floor broker and trader since 1974 and Vice President of RB&H Financial Services, L.P., one of our clearing member firms, for more than five years.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|Leslie Henner Burns, 45 |  | April 2002    |  | Director since 2000 and a member of CME for more than 23 years. Self-employed floor trader since 1978 and President of Leslie A. Henner, Inc., a floor brokerage business, from 1981 until 1999.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|Martin J. Gepsman, 48   |  | April 2002    |  | Secretary of our Board since 1998, a director since 1994 and a member of CME for more than 16 years. Independent floor broker and trader since 1985.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|Scott Gordon, 48        |  | April 2002    |  | Chairman of the Board since 1998, a director since 1982 and a member of CME for more than 23 years. Served as Vice Chairman from 1995 to 1997 and Secretary from 1984 to 1985 and 1988 to 1994. President and Chief Operating Officer since 1999 of
Tokyo-Mitsubishi Futures (USA), Inc., a CME clearing member firm wholly owned by the Bank of Tokyo-Mitsubishi, Ltd.; previously served as that firm's Executive Vice President and director. Member of the Commodity Futures Trading Commission's Global
Markets Advisory Committee and the Advisory Committee to the Illinois Institute of Technology Center for the Study of Law and Financial Markets. Director of the National Futures Association and of the Futures Industry Institute.
|Bruce F. Johnson, 58    |  | April 2002    |  | Director since 1998 and a member of CME for more than 30 years. President and part owner of Packers Trading Co., a futures commission merchant and former clearing member firm, for the past five years.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                        |  |               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

16

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|John W. Lacey, 62       |  | April 2001 |  | Director since 1998. Partner in the Lacey Ranches, a family cow-calf operation, the Margarita Cattle Company in Santa Margarita, California, and Centennial Livestock. Director of the National Cattlemen's Beef Association and Chairman of the
California Beef Council and past President of the California Cattlemen's Association and the National Cattlemen's Association. Member of the Advisory Council of the College of Agriculture at California Polytechnic and its immediate past
Chairman.
|----------------------- |  | ---------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Patrick B. Lynch, 35    |  | April 2002 |  | Director since 2000 and a member of CME for more than 11 years. Independent floor trader since 1990.                                                                                                                                                                                                                                                                                                                                                                                                   
|James J. McNulty,(1) 50 |  | April 2002 |  | President and Chief Executive Officer of CME since February 2000. Previously, Managing Director and Co-Head of the Corporate Analysis and Structuring Team in the Corporate Finance Division at Warburg Dillon Read, an investment banking firm, for the
previous five years.                                                                                                                                                                                                                          

---

17

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|Name and Age             |  | Term
Expires: |  | Background                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|------------------------ |  | ------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Leo Melamed,(2) 67       |  | April 2002    |  | Chairman Emeritus and Senior Policy Advisor. Presently, a non-voting member of our Board but previously an elected and appointed Board member for 26 years. Chairman of CME from 1969 until 1972 and founding Chairman of the
International Monetary Market from 1972 until its merger with CME in 1977. Special Counsel to the Board from 1977 until 1991 and Chairman of CME's Executive Committee from 1985 until 1991. Member of CME for more than 45 years. From 1993 to 2000,
Chairman and CEO of Sakura Dellsher, Inc., a clearing member of CME; and currently Chairman and CEO of Melamed & Associates, a global consulting group.                                                                                    
|Laurence E. Mollner, 59  |  | April 2001    |  | Director since 1991. President since 1998 of Mariah Investment Company, a futures, equities and real estate investment firm. Previously, President of Carr Futures from August 1997 through January 1998 and was responsible for the sale of the
Institutional Futures Division of Dean Witter Reynolds Inc. to Carr Futures and subsequent transition. Prior to that, Executive Vice President for Dean Witter Reynolds Inc., Director of its Futures Markets Division, and a member of the Board of
Directors of Dean Witter International Limited in London. He joined Dean Witter Reynolds Inc. in 1979. Former Chairman of the Futures Industry Association, and currently a director of the Futures Industry Association.
|Patrick J. Mulchrone, 43 |  | April 2002    |  | Director since 1998 and a member of CME for more than 21 years. Previously a director from 1991 to 1996 and served as our Second Vice Chairman from 1993 to 1996. President and owner of P.J. Mulchrone Co. and a floor broker and trader since
1979.                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|John D. Newhouse, 55     |  | April 2002    |  | Director since 1996 and previously a director from 1980 to 1985 and 1987 to 1988. Member of CME for more than 25 years. Floor broker and trader since 1974 and President of Euro Spread Brokers, a broker association filling orders in Eurodollars, from
1980 to 2000. Currently trades for his own account.                                                                                                                                                                                                                                                                                                                                                                                                                  

---

18

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|Name and Age             |  | Term
Expires: |  | Background                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|------------------------ |  | ------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Ward Parkinson, 55       |  | April 2001    |  | Director since 1998. Co-founder of Micron Technology, a manufacturer of computer and memory chips, and its initial Chairman and Chief Executive Officer from 1978 to 1986 and its Vice Chairman until 1989. Consultant in the
electronics field for more than five years; partner in and director of PYCO, which invests in commercial real estate, and a Board member of Parkinson-Yanke Real Estate and Parkinson-Nelson Real Estate for more than five years. Co-founder and Board
member of Ovonyx and a Board member of sign-me-up.com and Odyssey Computers.
|Mark G. Papadopoulos, 28 |  | April 2002    |  | Director since 2000 and a member of CME for more than four years. Former Vice Chairman of the Mexican Peso Futures Pit Committee, a position with CME, from 1998 to 1999; and independent floor trader since 1996. Previously, an arbitrage clerk with
several independent floor traders from 1994 to 1996.                                                                                                                                                                                                                                                       
|Robert J. Prosi, 53      |  | April 2002    |  | Director since 1988 and a member of CME for more than 25 years. President of Vertical Forum, a firm focusing on business-to-business derivatives and market making; formerly First Vice President, Salomon Smith Barney Inc., an investment banking firm,
for more than five years. Member of the Chicago Council on Foreign Relations.                                                                                                                                                                                                                           
|Irwin Rosen, 62          |  | April 2001    |  | Director since 1997 and a member of CME for more than 30 years. Attorney who has represented clients before CME tribunals; and an independent floor broker and trader since 1970.                                                                                                                                                                                                                                                                                                                                                                                 
|Myron S. Scholes, 59     |  | April 2002    |  | Director since 2000. Chairman of Oak Hill Platinum Partners and a partner of Oak Hill Capital Management for more than five years; Frank E. Buck Professor of Finance, Emeritus, at Stanford University's Graduate School of Business; and a 1997 Nobel
Laureate in Economics. Director of Dimensional Fund Advisors Mutual Funds and the American Century Mutual Funds.                                                                                                                                                                                          
|Leon C. Shender, 46      |  | April 2001    |  | Director since 1999 and a member of CME for more than 24 years. Floor trader since 1976.                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|Howard J. Siegel, 44     |  | April 2002    |  | Director since 2000 and a member of CME for more than 23 years. Floor trader since 1977.                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|David I. Silverman, 42   |  | April 2001    |  | Director since 1995 and previously a director from 1990 to 1991. Member of CME for more than 18 years. Chairman from 1997 until 2000 of GFX Corporation, a subsidiary of CME. Independent trader since 1982.                                                                                                                                                                                                                                                                                                                                                      
|Jeffrey L. Silverman, 54 |  | April 2002    |  | Director since 1994, Secretary of CME in 1995 and a member of CME for more than 21 years. Floor trader since 1979.                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                         |  |               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

19

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|Paul Simon, 72 |  | April 2001 |  | Director since 1997. Professor at Southern Illinois University since 1997; former United States Senator from Illinois from 1984 through 1997; and previously a United States Congressman. Director of Penn-American Insurance Co.
|-------------- |  | ---------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Information
regarding the nominees for the 14 directors to be elected at the annual meeting is set forth below. There are 11 directors to be elected by all shareholders voting
together (At-Large directors) and one each who will be elected by the holders of the Series B-1, B-2 and B-3 shares. There are 11 nominees for
the 11 At-Large director positions, two nominees for the one Series B-1 director position, two nominees for the one Series B-2 director position and three
nominees for the one Series B-3 director position.

Nominees for At-Large Directors

|Name and Age           |  | For a Term
Expiring: |  | Background                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|---------------------- |  | -------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|John W. Croghan, 70    |  | April 2003           |  | Member of CME for less than one year. Partner since the end of 2000 in Rail-Splitter Fund, an investment partnership. Director of Lindsay Manufacturing Co. and Republic Services, Inc. Previously, Chairman of Lincoln
Capital Management and President and Managing Partner of Lincoln Partners.                                                                                                                                                                                                                                                                                                                                                                         
|Terrence A. Duffy, 42  |  | April 2003           |  | Vice Chairman of our Board since 1998, a director since 1995 and a member of CME for more than 18 years. President of T.D.A. Trading, Inc. for the past five years and an independent floor broker and trader since 1981.                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|Daniel R. Glickman, 56 |  | April 2003           |  | Partner in the law firm of Akin, Gump, Strauss, Hauer & Feld since February 2001. Previously, United States Secretary of Agriculture from March 1995 through January 2001 and member of the United States Congress, representing a district in Kansas
from January 1977 through January 1995.                                                                                                                                                                                                                                                                                                                                                                              
|James E. Oliff, 52     |  | April 2003           |  | Second Vice Chairman of our Board since 1998, a director since 1996 and a member of CME for more than 23 years. Previously served on our Board from 1985 to 1992, including serving as Second Vice Chairman from 1989 to 1992 and Secretary in 1996.
Executive Director of International Futures and Options Associates and President of FILO Corp., a floor brokerage business, since 1982; President of LST Commodities, LLC (an introducing broker); Vice Chairman of LaSalle Street Trading Group, LLC; and
a visiting lecturer in financial market ethics at the Lemberg School of International Finance and Economics at Brandeis University, Waltham, Massachusetts.
|                       |  |                      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

20

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|John F. Sandner, 59      |  | April 2003 |  | Special Policy Advisor since 1998, a director since 1977 and a member of CME for more than 28 years. Chairman of our Board for 13 years. President and CEO of RB&H Financial Services, L.P., a futures commission merchant and one of our clearing
member firms, for more than five years; and Chairman and CEO of FreeDrive.com, an Internet business.                                                                                                                                                                                                                                                                                                                                                                 
|------------------------ |  | ---------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Verne O. Sedlacek, 46    |  | April 2003 |  | Director since 1997. President and Chief Operating Officer since 1998 of John W. Henry & Company, Inc., a commodity trading advisor; a member of its Investment Policy Committee; and President and a director of the investment management firms of
Westport Capital Management Corporation and Global Capital Management Limited. For 15 years prior to that, Executive Vice President and Chief Financial Officer of the Harvard Management Company, Inc., a wholly owned subsidiary of Harvard University.
Member of the Global Markets Advisory Committee of the Commodity Futures Trading Commission and member of the Board of Trustees of Commonfund Capital, Inc. Director of the National Futures Association.
|Robert W. Haworth, 53    |  | April 2002 |  | Treasurer of our Board since 2000, a director since 1998 and a member of CME for more than 21 years. Previously served as our Treasurer in 1998 and Vice President of the CME Audit Department in 1979. Self-employed floor trader since 1979; certified
public accountant and a member of both the American Institute of Certified Public Accountants and the Illinois CPA Society.                                                                                                                                                                                                                                                                                                                                    
|Paul Kimball, 49         |  | April 2002 |  | Director since 1999. Managing Director and Global Head of the Foreign Exchange Department of Morgan Stanley Dean Witter, an investment banking firm, for more than five years.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|William P. Miller II, 45 |  | April 2002 |  | Director since 1999. Senior Vice President and Independent Risk Oversight Officer for Commonfund Group, an investment management firm for educational institutions, since September 1996, having previously served as Director, Trading Operations and
Asset Mix Management with General Motors Investment Management Corp. Director of the Association for Financial Professionals and of the Investment Risk Institute, and Chairman, Executive Committee, End-Users of Derivatives Council. Mr. Miller is also
a Chartered Financial Analyst and member of the Association of Investment Management and Research.                                                                                                    
|                         |  |            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

21

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|David M. Pryde, 51     |  | April 2002 |  | Director since 1997. Chairman of J.P. Morgan Futures, Inc., with global responsibility for its futures and options business. Previously, Head of Global Commodities for Morgan Guaranty Trust Company. Member of the Executive Committee of the Futures
Industry Association. Formerly Vice Chairman of the Commodity Exchange Inc. in New York and former member of the Executive Committee of its Board of Governors.
|---------------------- |  | ---------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|William R. Shepard, 54 |  | April 2002 |  | Director since 1997 and a member of CME for more than 27 years. Founder and President of Shepard International, Inc., a futures commission merchant.                                                                                                                                                                                                                                                                   

Nominees for Series B-1 Director

|Name and Age                 |  | For a Term
Expiring: |  | Background                                                                                                     
|---------------------------- |  | -------------------- |  | ---------------------------------------------------------------------------------------------------------------
|Jeffrey R. Carter, 38        |  | April 2003           |  | Director since 1999 and a member of CME for more than 11 years. Local trader since 1988.                       
|William G. Salatich, Jr., 49 |  | April 2003           |  | Director since 1997 and a member of CME for more than 25 years. Independent floor broker and trader since 1975.

Nominees for Series B-2 Director

|Name and Age         |  | For a Term
Expiring: |  | Background                                                                                                                                                                                                            
|-------------------- |  | -------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Yra G. Harris, 47    |  | April 2003           |  | Director since 1997 and a member of CME for more than 23 years. Independent floor trader since 1977.                                                                                                                  
|David J. Wescott, 43 |  | April 2003           |  | Member of CME for more than 20 years. Previously served on our Board from 1988 through 1995. President of the Wescott Group, a sub-clearing firm of First Futures, and an independent trader for more than five years.

Nominees for Series B-3 Director

|Name and Age             |  | For a Term
Expiring: |  | Background                                                                                                                                            
|------------------------ |  | -------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------
|J. Michael Crouch, 50    |  | April 2003           |  | Member of CME for more than 16 years. Vice President and Treasurer of Kottke Associates, LLC, a clearing member firm of CME, for more than five years.
|Laurence B. Woznicki, 37 |  | April 2003           |  | Member of CME for more than 15 years. Independent trader for more than five years.                                                                    
|Gary M. Katler, 54       |  | April 2003           |  | Director since 1993. Senior Vice President of Fimat USA since November 2000. Previously, Senior Vice President of ING Barings Futures and Options Inc.

22

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ITEM 11. EXECUTIVE COMPENSATION

The following table sets forth information on compensation earned by our Chief Executive Officer and each of the next four most highly compensated executive
officers for services rendered during 1998 through 2000.

Summary Compensation Table

|                                                                                     |  |                |  |   |                         |  |   |                         |     | Long-Term Compensation |                         |  |  
|------------------------------------------------------------------------------------ |  | -------------- |  | - | ----------------------- |  | - | ----------------------- | --- | ---------------------- | ----------------------- |  | -
|
|
|James J. McNulty
President and Chief Executive Officer (CEO)                         |  | 2000
1999
1998 |  | $ | 865,385
0
0             |  | $ | 1,000,000
0
0           |     | $                      | 0
0
0                   |  | $
|Scott Gordon
Chairman of the Board of Directors(2)                                   |  | 2000
1999
1998 |  |   | 0
0
0                   |  |   | 0
0
0                   |     |                        | 350,000
350,000
337,500 |  |  
|Scott L. Johnston
Managing Director and Chief Information Officer                    |  | 2000
1999
1998 |  |   | 162,185
0
0             |  |   | 800,000
0
0             | (3) |                        | 0
0
0                   |  |  
|Phupinder S. Gill
Managing Director and President of the Clearing House Division     |  | 2000
1999
1998 |  |   | 416,923
400,000
273,542 |  |   | 200,000
160,000
130,108 |     |                        | 0
0
0                   |  |  
|Craig S. Donohue
Managing Director, Business Development and Corporate/Legal Affairs |  | 2000
1999
1998 |  |   | 249,654
210,622
163,003 |  |   | 350,000
175,000
80,000  |     |                        | 0
0
0                   |  |  
|Satish Nandapurkar
Managing Director, e-Business                                     |  | 2000
1999
1998 |  |   | 195,192
0
0             |  |   | 200,000
0
0             | (3) |                        | 0
0
0                   |  |  

All Other Compensation:

|                |  |      |  | 401 (k)
Contribution |       | Pension
Contribution |   | Supplemental
Plan (4) |  | SERP
Contribution |        | Total
|--------------- |  | ---- |  | -------------------- | ----- | -------------------- | - | --------------------- |  | ----------------- | ------ | -----
|Mr. McNulty     |  | 2000 |  | $                    | 8,500 |                      | $ | 0                     |  | $                 | 22,769 |      
|Mr. Gordon      |  | 2000 |  |                      | 0     |                      |   | 0                     |  |                   | 0      |      
|Mr. Johnston    |  | 2000 |  |                      | 3,231 |                      |   | 0                     |  |                   | 750    |      
|Mr. Gill        |  | 2000 |  |                      | 8,500 |                      |   | 10,200                |  |                   | 36,762 |      
|Mr. Donohue     |  | 2000 |  |                      | 8,500 |                      |   | 8,500                 |  |                   | 16,596 |      
|Mr. Nandapurkar |  | 2000 |  |                      | 8,500 |                      |   | 0                     |  |                   | 1,260  |      

---

23

---

Option/SAR Grants in 2000

Option/SAR Grants in Last Fiscal Year

|                       |  |            |  |                                |  | Percent of
Total
Options/
SARs
Granted to
Employees in
Fiscal Year
(%) |  |    |               |  |                  |  |    |                    
|---------------------- |  | ---------- |  | ------------------------------ |  | ---------------------------------------------------------------------- |  | -- | ------------- |  | ---------------- |  | -- | -------------------
|
|
|
|James J. McNulty
(CEO) |  | Tranche
A* |  | 646,380 Class A
  128 Class B* |  | 100%                                                                   |  | $$ | 18.47
77,389  |  | February 7,
2010 |  | $$ | 7,508,143
6,228,587
|                       |  | Tranche
B* |  | 646,380 Class A
  128 Class B* |  |                                                                        |  | $$ | 27.71
116,058 |  | February 7,
2010 |  | $$ | 1,538,384
1,278,283

---

Pension Plans

We maintain a non-contributory defined benefit cash balance pension plan for eligible employees. To be eligible, an employee must have completed a
continuous twelve-month period of employment with us and have reached the age of 21. Effective January 15, 1995, the pension plan was amended to provide for an age-based
contribution to a cash balance account, and to include cash bonuses in the definition of considered earnings. Our policy is to fund currently required pension costs. Participants become vested in
their accounts after five years of service. An individual pension account is maintained for each plan participant. During employment, each individual pension account is credited with an amount equal
to an age-based percentage of that individual's considered earnings plus interest at the one-year U.S. Treasury bill rate. The pension account is portable, and vested balances
may be paid out when a participant leaves CME. Alternatively, a participant may elect to receive the balance in the account in the form of one of various monthly annuities. The following is the
schedule of the employer contributions based on age:

Age

Employer Contribution
PercentageUnder 30

3%3034

43539

54044

64549

75054

8Over 54

9


Change in Control Arrangements



In 2000, the Board approved an employment agreement with James J. McNulty, CME's President and Chief Executive Officer, providing severance and other benefits
upon a "change of control"

24

---

involving CME. A change of control occurs under this agreement if any person acquires more than 50% of the combined voting power of the then outstanding common stock of CME.

Severance
benefits are payable under the agreement if Mr. McNulty's employment is terminated by CME or him for "good reason" during the two-year period following a
change in control. Good reason includes a termination of employment by Mr. McNulty for the following reasons: (i) his principal place of business is relocated outside of the Chicago
metropolitan area; (ii) CME fails to pay him the agreed-upon compensation or benefits; or (iii) there is a demotion or significant diminution of his
responsibilities or authorities under the agreement so as to constitute a constructive termination as defined by Illinois law. CME believes this agreement encourages retention of Mr. McNulty
and enables him to focus on managing CME's business, thereby directly aligning management and shareholder interests in the event of a change in control transaction.

The
principal benefits include a payment equal to two times Mr. McNulty's base salary plus one and one-third times the maximum annual incentive bonus that he would
have been eligible to receive but for the termination. In addition, all of his stock options vest and become exercisable.



CME maintains an Omnibus Stock Plan under which stock based awards may be made to employees of CME. The plan contains a change in control provision. That
provision provides that restrictions applicable to awards made under the plan will lapse and that holders of those awards will either be entitled to receive shares of an acquiring entity or to receive
cash equivalent to the difference between the value of the Class A shares represented by the award and the consideration required to be paid under the award, if any, to acquire those shares in
the event of a change in control of CME as defined in the plan. A change of control generally occurs under the plan if:



Employment Agreements

CME has an employment agreement with James J. McNulty providing for his employment as President and Chief Executive Officer. This agreement is described in the
section entitled "Chief Executive Officer Compensation" in the Compensation Committee Report below and in the section entitled "McNulty Employment Agreement" under "Change in Control Arrangements"
above.

CME
also has employment agreements with each of Scott L. Johnston, Phupinder S. Gill and Satish Nandapurkar providing for their employment as executives of CME. Mr. Johnston's
agreement has a term of one year ending April 2001. Mr. Gill's agreement has a term of two years ending August 2001. Mr. Nandapurkar's agreement has a term of two years ending
March 2002.

Messrs.
Johnston's and Nandapurkar's agreements provide for annual base salaries of $250,000 and guaranteed bonuses for their first year of employment in the amounts of $800,000 and
$200,000,

25

---

respectively. Mr. Gill's agreement provides that annual increases to his base salary are to be determined by CME in accordance with its compensation policies and practices. The executives are
also entitled to participate in a discretionary bonus program and in other benefit plans available generally to CME employees and officers.

CME
may terminate an agreement in the event of the executive's death or disability and also may terminate it for cause. The executive may terminate the agreement at any time and for
any reason upon at least 60 days' written notice.

Compensation Committee Report

The Compensation Committee consists of five non-employee directors. The committee oversees the compensation and benefits of CME's employees with a
special focus on executive compensation.

The
Committee applies a consistent philosophy to compensation for all employees. This philosophy is based on the premise that the achievements of CME result from the coordinated
efforts of all
employees working toward CME business objectives. When reviewing the recommendations of management, the Committee considers:



Each
year, the Committee reviews management's recommendations for new staff officers; compensation and benefit plan modifications and the funding of those plans. The Committee
approves the annual total cash compensation of the CEO and each Managing Director. Once approved, base salary adjustments and bonus awards are paid in January.

During
2000, the Committee conducted several meetings on executive compensation. There are two primary forms of executive compensation, annual total cash compensation and
long-term equity compensation, each of which is described in greater detail below.



Annual total cash compensation includes base salary and bonus awards within the year. Management strives to have base salary reflect the market value of an
individual's level of responsibilities, competencies and contributions. Annual bonuses reflect the performance of the company, group performance and individual performance. The impact made on meeting
or exceeding the goals of CME's business plan is a key consideration.



The goal of long-term, equity-based compensation is to align the interest of CME employees with shareholder interests and to balance short- and
long-term rewards. The committee approves the design of equity-based programs and the related awards.

The
Omnibus Stock Plan provides for the grant of stock options and restricted or unrestricted common stock of CME to plan participants.



CME entered into an employment agreement with James J. McNulty to serve as its President and Chief Executive Officer through December 31, 2003, subject
to renewal by mutual agreement of the

26

---

parties. Under the agreement, Mr. McNulty will receive an annual base salary of $1 million. He also is entitled to an annual incentive bonus based upon the achievement of goals set by
the Board of Directors. This bonus may not exceed the lesser of $1.5 million or 10% of CME's net income. The agreement provides for reimbursement of business expenses, perquisites and legal
fees associated with the negotiation of the employment agreement. Mr. McNulty is eligible to participate in other benefit plans available generally to senior officers of CME. As partial
compensation for actual compensation, benefits and programs that Mr. McNulty was, or was reasonably expected to become, entitled to receive from his previous employer, he received a
lump-sum payment of $2 million.

Under
the agreement, Mr. McNulty also has been granted a non-transferable non-qualified stock option, which is designed to reward him for increasing the
value of CME. The option entitles him to purchase from CME two "baskets" of CME stock. Each basket is composed of 2.5% of the outstanding shares of CME. The baskets have aggregate exercise prices of
2.5% and 3.75%, respectively, of the value of CME on the date of commencement of Mr. McNulty's employment. The option will expire in 10 years. The option vests 40% after the first year
of employment and 20% on each of the succeeding three anniversary dates of his employment, subject to acceleration in the event of Mr. McNulty's termination without cause or forfeiture in the
event of his termination for cause. The option remains exercisable in full for its remaining term following (i) a termination by CME of the employment agreement without cause or due to
Mr. McNulty's disability; (ii) a termination of the employment agreement by Mr. McNulty, where CME has in effect terminated his employment by moving CME outside metropolitan
Chicago, demoting him, significantly reducing his responsibilities or failing to pay him the
agreed compensation and benefits under the agreement; or (iii) upon the expiration of the original term of the employment agreement.

The
agreement may be terminated by CME due to Mr. McNulty's death or disability, or for cause on 30 days written notice or without cause on 90 days written
notice. In addition, Mr. McNulty may terminate the agreement at any time after one year upon 90 days written notice. He also may terminate the agreement for "good reason" if CME's
principal place of business is relocated outside of the Chicago metropolitan area; CME fails, after notice, to pay the agreed-upon compensation or benefits; or CME fails, after notice, to
rectify a situation in which he is, in effect, terminated due to a demotion or a significant reduction of his responsibilities. The agreement provides that, in the event of a termination without cause
by CME, Mr. McNulty shall be entitled to receive his base salary for the remainder of the original term plus one-third of the maximum annual incentive bonus. If Mr. McNulty's
employment is terminated because of his death or disability, he or his beneficiary will continue to receive the base salary for six months following that termination. In the event of his death, his
option will vest and be paid in cash. CME purchased key man life insurance to assist in funding payments that would be required in the event of Mr. McNulty's death.

The
agreement also provides that, if within two years of a "change in control" of CME, Mr. McNulty is terminated by CME or he terminates the agreement as a result of the
occurrence of one of the matters described previously as "good reason," he shall be entitled to two times his base salary plus one and one-third times the maximum incentive bonus for which
he would have been eligible, provided that the severance payments do not exceed $8 million. The payment would be subject to reduction to the extent that it would otherwise result in the payment
of tax under Section 4999 of the Internal Revenue Code. Any unvested portion of his option would immediately vest and become exercisable for a one- or three-year period,
depending upon whether the option securities are registered under the Securities Exchange Act of 1934.



Section 162(m) of the Internal Revenue Code limits the amount some companies may deduct for executive compensation in excess of $1 million per
employee, unless it is performance-based. CME will be subject to this limitation effective April 2002. The Committee continues to emphasize performance-

27

---

based compensation for executives, and this is expected to minimize the effect of Section 162(m). However, the Committee believes its primary responsibility is to provide a compensation program
that attracts, retains and rewards the executive talent that is necessary to CME's success. Consequently, in any year, the Committee may authorize compensation in excess of $1 million that is
not
performance-based. The Committee recognizes that the loss of a tax deduction may be unavoidable in these circumstances.



Compensation Committee Interlocks and Insider Participation

None of the members of the Compensation Committee were executive officers or employees of CME or had any relationship with CME requiring disclosure under SEC
regulations.

Directors' Compensation and Benefits

Each director receives an annual fee of $20,000, plus a meeting attendance fee of $1,000 for each regular meeting of the Board that he or she attends,
excluding special administrative meetings. Directors also receive reimbursement of expenses for travel to Board meetings.

The
Chairman of the Board, Mr. Gordon, receives an annual stipend of $350,000, plus reimbursement of other Board-related expenses. The four additional Board officers,
Messrs. Duffy, Oliff, Gepsman and Haworth, each receive an annual stipend of $50,000 and a meeting attendance fee of $1,000 for each regular meeting of the Board that they attend, plus
reimbursement of other Board-related expenses. The Chairman Emeritus and Senior Policy Advisor, Mr. Melamed, and the Special Policy Advisor, Mr. Sandner, each receive an annual stipend
of $200,000, plus reimbursement of other Board-related expenses.

The
Board determines stipends and fees annually.

28

---

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information as to shares of CME common stock beneficially owned by each director and nominee for director, by each executive
officer named in the Summary Compensation Table below, and by all executive officers and directors of CME as a group. Unless otherwise indicated in the footnotes below the table, all shares are
directly owned as of February 26, 2001.

Beneficial Ownership Table

|                    |  |        |  |   |  |         |  |                 |     |   |  | Total Equity
Expressed in
Equivalent
Class A
Shares(2) |  |  
|------------------- |  | ------ |  | - |  | ------- |  | --------------- | --- | - |  | ------------------------------------------------------ |  | -
|
|
|
|
|H. Jack Bouroudjian |  | 5,400  |  | * |  | 1       |  | B-3             |     | * |  | 6,000                                                  |  | *
|Timothy R. Brennan  |  | 21,600 |  | * |  | 1
1
2   |  | B-1
B-3
B-5     |     | * |  | 24,020                                                 |  | *
|Jeffrey R. Carter   |  | 21,600 |  | * |  | 1
1     |  | B-1
B-3         |     | * |  | 24,000                                                 |  | *
|John W. Croghan     |  | 16,200 |  | * |  | 1       |  | B-1             |     | * |  | 18,000                                                 |  | *
|J. Michael Crouch   |  | 32,400 |  | * |  | 1
1
1
1 |  | B-1
B-2
B-3
B-4 | (3) | * |  | 36,100                                                 |  | *
|Terrence A. Duffy   |  | 16,200 |  | * |  | 1
1     |  | B-1
B-4         |     | * |  | 18,100                                                 |  | *

---

29

---

|                     |  |        |  |   |  |         |  |                 |     |   |  | Total Equity
Expressed in
Equivalent
Class A
Shares(2) |  |  
|-------------------- |  | ------ |  | - |  | ------- |  | --------------- | --- | - |  | ------------------------------------------------------ |  | -
|
|
|
|
|Martin J. Gepsman    |  | 5,400  |  | * |  | 1
6     |  | B-3
B-5         |     | * |  | 6,060                                                  |  | *
|Daniel R. Glickman   |  | 0      |  |   |  |         |  |                 |     |   |  | 0                                                      |  |  
|Scott Gordon         |  | 75,600 |  | * |  | 2
3
2
1 |  | B-1
B-2
B-3
B-4 | (4) | * |  | 84,100                                                 |  | *
|Yra G. Harris        |  | 27,000 |  | * |  | 2
1     |  | B-2
B-3         |     | * |  | 30,000                                                 |  | *
|Robert L. Haworth    |  | 16,200 |  | * |  | 1
1     |  | B-1
B-4         |     | * |  | 18,100                                                 |  | *
|Leslie Henner Burns  |  | 32,400 |  | * |  | 2
2     |  | B-1
B-5         |     | * |  | 36,020                                                 |  | *
|Bruce F. Johnson     |  | 16,200 |  | * |  | 1
1     |  | B-1
B-4         |     | * |  | 18,100                                                 |  | *
|Gary M. Katler       |  | 5,400  |  | * |  | 1       |  | B-3             | (5) | * |  | 6,000                                                  |  | *
|Paul Kimball         |  | 0      |  |   |  |         |  |                 |     |   |  | 0                                                      |  |  
|John W. Lacey        |  | 0      |  |   |  |         |  |                 |     |   |  | 0                                                      |  |  
|Patrick Lynch        |  | 10,800 |  | * |  | 1       |  | B-2             |     | * |  | 12,000                                                 |  | *
|Leo Melamed          |  | 10,800 |  | * |  | 1       |  | B-2             |     | * |  | 12,000                                                 |  | *
|William Miller       |  | 0      |  |   |  |         |  |                 |     |   |  | 0                                                      |  |  
|Laurence E. Mollner  |  | 0      |  |   |  |         |  |                 |     |   |  | 0                                                      |  |  
|Patrick J. Mulchrone |  | 32,400 |  | * |  | 1
1
1
1 |  | B-1
B-2
B-3
B-4 |     | * |  | 36,100                                                 |  | *
|John D. Newhouse     |  | 37,800 |  | * |  | 3
1     |  | B-2
B-3         |     | * |  | 42,000                                                 |  | *
|James E. Oliff       |  | 10,800 |  | * |  | 1       |  | B-2             |     | * |  | 12,000                                                 |  | *
|Ward Parkinson       |  | 0      |  |   |  |         |  |                 |     |   |  | 0                                                      |  |  
|Mark G. Papadopoulos |  | 0      |  |   |  | 2       |  | B-4             |     | * |  | 200                                                    |  | *
|Robert J. Prosi      |  | 21,600 |  | * |  | 1
1     |  | B-1
B-3         | (6) | * |  | 24,000                                                 |  | *
|David M. Pryde       |  | 0      |  |   |  |         |  |                 |     |   |  | 0                                                      |  |  
|Irwin Rosen          |  | 21,600 |  | * |  | 1
1     |  | B-1
B-3         | (7) | * |  | 24,000                                                 |  | *

---

30

---

|                                            |  |           |     |       |  | Class B Shares |  |                     |                 | Total Equity
Expressed in
Equivalent
Class A
Shares(2) |  |          
|------------------------------------------- |  | --------- | --- | ----- |  | -------------- |  | ------------------- | --------------- | ------------------------------------------------------ |  | ---------
|
|
|William G. Salatich, Jr.                    |  | 16,200    |     | *     |  | 1
2            |  | B-1
B-5             |                 | *                                                      |  | 18,020   
|John F. Sandner                             |  | 91,800    |     | *     |  | 3
2
4
1
4      |  | B-1
B-2
B-3
B-4
B-5 |                 | *                                                      |  | 102,140  
|Myron Scholes                               |  | 0         |     |       |  |                |  |                     |                 |                                                        |  | 0        
|Verne Sedlacek                              |  | 0         |     |       |  |                |  |                     |                 |                                                        |  | 0        
|Leon C. Shender                             |  | 5,400     |     | *     |  | 1              |  | B-3                 |                 | *                                                      |  | 6,000    
|William R. Shepard                          |  | 32,400    |     | *     |  | 1
1
1
5        |  | B-1
B-2
B-3
B-5     |                 | *                                                      |  | 36,050   
|Howard J. Siegel                            |  | 37,800    |     | *     |  | 2
1            |  | B-1
B-3             |                 | *                                                      |  | 42,000   
|David I. Silverman                          |  | 10,800    |     | *     |  | 1              |  | B-2                 |                 | *                                                      |  | 12,000   
|Jeffrey L. Silverman                        |  | 21,600    |     | *     |  | 1
1
2          |  | B-1
B-3
B-5         | (8)             | *                                                      |  | 24,020   
|Paul Simon                                  |  | 0         |     |       |  |                |  |                     |                 |                                                        |  | 0        
|David J. Wescott                            |  | 10,800    |     | *     |  | 1              |  | B-2                 |                 | *                                                      |  | 12,000   
|Laurence B. Woznicki                        |  | 21,600    |     | *     |  | 1
1
2          |  | B-1
B-3
B-5         |                 | *                                                      |  | 24,020   
|Craig S. Donohue                            |  | 0         |     |       |  |                |  |                     |                 |                                                        |  | 0        
|Phupinder Gill                              |  | 0         |     |       |  |                |  |                     |                 |                                                        |  | 0        
|Scott L. Johnston                           |  | 0         |     |       |  |                |  |                     |                 |                                                        |  | 0        
|Satish Nandapurkar                          |  | 0         |     |       |  |                |  |                     |                 |                                                        |  | 0        
|James J. McNulty                            |  | 517,104   | (9) | 1.96% |  | 13
16
26
5
43  |  | B-1
B-2
B-3
B-4
B-5 | (9)(9)(9)(9)(9) | 1.96%
1.96%
1.96%
1.59%
2.70%                          |  | 575,494  
|Directors and Executive Officers as a group |  | 1,202,904 |     | 4.56% |  | 36
34
48
14
68 |  | B-1
B-2
B-3
B-4
B-5 |                 | 5.64%
4.10%
3.66%
4.40%
4.30%                          |  | 1,338,644

---

31

---



ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

UBS Warburg LLC has provided financial advisory services to CME. Prior to becoming President and Chief Executive Officer of CME, Mr. McNulty was an
executive at Warburg Dillon Read, predecessor of UBS Warburg LLC.

PART IV

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





Page No.Report of Independent Public Accountants

F-1Consolidated Balance Sheets at December 31, 2000 and 1999

F-2Consolidated Statements of Income for the years ended December 31, 2000, 1999 and 1998

F-3Consolidated Statements of Shareholders' Equity and Comprehensive Income for the years ended December 31, 2000, 1999 and 1998

F-4Consolidated Statements of Cash Flows for the years ended December 31, 2000, 1999 and 1998

F-5Notes to Consolidated Financial Statements

F-6




32

---





|Exhibit
Number |  | Description of Exhibit                                                                                                                                                                                                                                                                                                                
|-------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2.1*           |  | Form of Agreement and Plan of Merger dated as of April 1, 2000 between Chicago Mercantile Exchange and CME Transitory Co. (incorporated by reference to Exhibit 2.1 to Form S-4 Registration Statement,
File No. 333-95561).                                                                                                          
|2.2*           |  | Form of Agreement and Plan of Merger dated as of April 1, 2000 between CME Transitory Co. and the Registrant (incorporated by reference to Exhibit 2.2 to Form S-4 Registration Statement, File No. 333-95561).                                                                                                                       
|2.3*           |  | Plan of Recapitalization dated as of April 1, 2000 (incorporated by reference to Exhibit 2.3 to Form S-4 Registration Statement, File No. 333-95561).                                                                                                                                                                                 
|3.1*           |  | Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to Current Report on Form 8-K dated November 13, 2000, File No. 333-95561).                                                                                                                                             
|3.2            |  | Certificate of Designation of Series A Junior Participating Preferred Stock of the Registrant (included as Exhibit A to the Rights Agreement dated as of March 7, 2001 between Chicago Mercantile Exchange Inc. and Mellon Investor
Services LLC, which is filed as Exhibit 10.15 to this Annual Report on Form 10-K).                
|3.3*           |  | Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 to Current Report on Form 8-K dated November 13, 2000, File No. 333-95561).                                                                                                                                                                                        
|10.1*          |  | Chicago Mercantile Exchange Omnibus Stock Plan, effective February 7, 2000 (incorporated by reference to Exhibit 10.1 to Form S-4 Registration Statement, File No. 333-95561).                                                                                                                                                        
|10.2*+         |  | Chicago Mercantile Exchange Senior Management Supplemental Deferred Savings Plan, including First Amendment thereto dated December 14, 1994, Second Amendment thereto dated December 8, 1998 and Administrative Guidelines thereto (incorporated
by reference to Exhibit 10.2 to Form S-4 Registration Statement, File No. 333-95561).
|10.3*+         |  | Chicago Mercantile Exchange Directors' Deferred Compensation Plan, including First Amendment thereto dated December 8, 1998 (incorporated by reference to Exhibit 10.3 to Form S-4 Registration Statement, File No.
 333-95561).                                                                                                      
|               |  |                                                                                                                                                                                                                                                                                                                                       

33

---

|10.4*+  |  | Chicago Mercantile Exchange Supplemental Executive Retirement Plan, including First Amendment thereto dated December 31, 1996, Second Amendment thereto dated January 14, 1998 and Third Amendment thereto dated December 8, 1998
(incorporated by reference to Exhibit 10.4 to Form S-4 Registration Statement, File No. 333-95561).                                                                                                                                                                                                                                                                                                              
|------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.5*+  |  | Chicago Mercantile Exchange Supplemental Executive Retirement Trust, including First Amendment thereto dated September 7, 1993 (incorporated by reference to Exhibit 10.5 to Form S-4 Registration Statement, File No.
 333-95561).                                                                                                                                                                                                                                                                                                                                                                                                                
|10.8*+  |  | Agreement dated February 7, 2000 between Chicago Mercantile Exchange and James J. McNulty (incorporated by reference to Exhibit 10.8 to Form S-4 Registration Statement, File No. 333-95561).                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|10.9+   |  | Employment Agreement dated as of March 8, 2000 between Chicago Mercantile Exchange and Satish Nandapurkar.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|10.10+  |  | Employment Agreement dated as of April 27, 2000 between Chicago Mercantile Exchange and Scott L. Johnston.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|10.11*+ |  | Employment Agreement, executed September 8, 1999 between Chicago Mercantile Exchange and Phupinder Gill (incorporated by reference to Exhibit 10.11 to Form S-4 Registration Statement, File No. 333-95561).                                                                                                                                                                                                                                                                                                                                                                                                                                       
|10.12*  |  | License Agreement, effective as of September 24, 1997 between Standard & Poor's, a Division of The McGraw-Hill Companies, Inc., and Chicago Mercantile Exchange. (Confidential material appearing in this document was omitted and filed
separately with the Securities and Exchange Commission in accordance with the Securities Act of 1933, as amended, and 17 C.F.R. 230.406 and 200.80 promulgated thereunder. Omitted information was replaced with asterisks.) (incorporated by reference to
Exhibit 10.13 to Form S-4 Registration Statement, File No. 333-95561).                                                                         
|10.13*  |  | Lease dated as of November 11, 1983 between Chicago Mercantile Exchange Trust (successor to CME Real Estate Co. of Chicago, Illinois) and Chicago Mercantile Exchange, including amendment thereto dated as of December 6, 1989 (incorporated by
reference to Exhibit 10.14 to Form S-4 Registration Statement, File No. 333-95561).                                                                                                                                                                                                                                                                                                               
|10.14*  |  | Lease dated March 31, 1988 between EOP10 & 30 South Wacker, L.L.C., as beneficiary of a land trust dated October 1, 1997 and known as American National Bank and Trust Company of Chicago Trust No. 123434 (as successor in
interest to American National Bank and Trust Company of Chicago, not individually but solely as trustee under Trust Agreement dated June 2, 1981 and known as Trust No. 51234) and Chicago Mercantile Exchange relating to 10 South Wacker Drive,
 including First Amendment thereto dated as of November 1, 1999 (incorporated by reference to Exhibit 10.15 to Form S-4 Registration Statement, File No. 333-95561).
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

34

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|10.15* |  | Lease dated May 11, 1981 between EOP10 & 30 South Wacker, L.L.C., as beneficiary of a land trust dated October 1, 1997 and known as American National Bank and Trust Company of Chicago Trust No. 123434-06 (as successor in
interest to American National Bank and Trust Company of Chicago, not individually but solely as trustee under Trust Agreement dated March 20, 1980 and known as Trust No. 48268) and Chicago Mercantile Exchange relating to 30 South Wacker
Drive, including First Amendment thereto dated as of February 1, 1982, Second Amendment thereto dated as of April 26, 1982, Third Amendment thereto dated as of June 29, 1982, Fourth Amendment thereto dated as of July 28, 1982,
Fifth Amendment thereto dated as of October 7, 1982, Sixth Amendment thereto dated as of July 5, 1983, Seventh Amendment thereto dated as of September 19, 1983, Eighth Amendment thereto dated as of October 17, 1983, Ninth
Amendment thereto dated as of December 3, 1984, Tenth Amendment thereto dated as of March 16, 1987, Eleventh Amendment thereto dated as of January 1, 1999, Twelfth Amendment thereto dated as of June 30, 1999 (incorporated by
reference to Exhibit 10.16 to Form S-4 Registration Statement, File No. 333-95561).
|------ |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.16  |  | Rights Agreement dated as of March 7, 2001 between Chicago Mercantile Exchange Inc. and Mellon Investor Services LLC.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|21.1   |  | Subsidiaries of the Registrant.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|99.1   |  | Selected Financial Data.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|99.2   |  | Management's Discussion and Analysis of Financial Condition and Results of Operations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|99.3   |  | Consolidated Financial Statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|99.4   |  | Schedule IIValuation and Qualifying Accounts.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

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35

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of Chicago and State of Illinois on the 29th day of March, 2001.

| |  | CHICAGO MERCANTILE EXCHANGE INC.
| |  | --------------------------------
| |  | By:                             

Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities indicated
on the 29th day of March, 2001.

|Signature                                 |  | Title                                                                      
|----------------------------------------- |  | ---------------------------------------------------------------------------
|                                          |  |                                                                            
|/s/SCOTT GORDONScott Gordon               |  | Chairman of the Board and Director                                         
|/s/JAMES J. MCNULTYJames J. McNulty       |  | President and Chief Executive Officer (Chief Executive Officer)            
|/s/DAVID G. GOMACHDavid G. Gomach         |  | Managing Director and Chief Financial Officer (Principal Financial Officer)
|/s/NANCY W. GOBLENancy W. Goble           |  | Director and Controller (Principal Accounting Officer)                     
|/s/H. JACK BOUROUDJIANH. Jack Bouroudjian |  | Director                                                                   
|/s/TIMOTHY R. BRENNANTimothy R. Brennan   |  | Director                                                                   
|/s/LESLIE HENNER BURNSLeslie Henner Burns |  | Director                                                                   
|                                          |  |                                                                            

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|/s/JEFFREY R. CARTERJeffrey R. Carter |  | Director
|------------------------------------- |  | --------
|/s/TERRENCE A. DUFFYTerrence A. Duffy |  | Director
|/s/MARTIN J. GEPSMANMartin J. Gepsman |  | Director
|Yra G. Harris                         |  | Director
|/s/ROBERT L. HAWORTHRobert L. Haworth |  | Director
|/s/BRUCE F. JOHNSONBruce F. Johnson   |  | Director
|/s/GARY M. KATLERGary M. Katler       |  | Director
|/s/PAUL KIMBALLPaul Kimball           |  | Director
|/s/JOHN W. LACEYJohn W. Lacey         |  | Director
|/s/PATRICK B. LYNCHPatrick B. Lynch   |  | Director
|Leo Melamed                           |  | Director
|                                      |  |         

37

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|/s/WILLIAM P. MILLER IIWilliam P. Miller II         |  | Director
|--------------------------------------------------- |  | --------
|Laurence E. Mollner                                 |  | Director
|Patrick J. Mulchrone                                |  | Director
|/s/JOHN NEWHOUSEJohn Newhouse                       |  | Director
|/s/JAMES E. OLIFFJames E. Oliff                     |  | Director
|/s/MARK G. PAPADOPOULOSMark G. Papadopoulos         |  | Director
|/s/WARD PARKINSONWard Parkinson                     |  | Director
|/s/ROBERT J. PROSIRobert J. Prosi                   |  | Director
|/s/DAVID M. PRYDEDavid M. Pryde                     |  | Director
|/s/IRWIN ROSENIrwin Rosen                           |  | Director
|/s/WILLIAM G. SALATICH, JR.William G. Salatich, Jr. |  | Director
|                                                    |  |         

38

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|/s/JOHN F. SANDNERJohn F. Sandner           |  | Director
|------------------------------------------- |  | --------
|/s/MYRON S. SCHOLESMyron S. Scholes         |  | Director
|Verne O. Sedlacek                           |  | Director
|/s/LEON C. SHENDERLeon C. Shender           |  | Director
|/s/WILLIAM R. SHEPARDWilliam R. Shepard     |  | Director
|/s/HOWARD J. SIEGELHoward J. Siegel         |  | Director
|/s/DAVID I. SILVERMANDavid I. Silverman     |  | Director
|/s/JEFFREY L. SILVERMANJeffrey L. Silverman |  | Director
|/s/PAUL SIMONPaul Simon                     |  | Director

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