The following discussion is provided as a supplement to, and should be read in conjunction with, the accompanying unaudited consolidated financial statements and notes in this Form 10-Q and CME Group's Annual Report on Form 10-K for the year ended December 31, 2008.

On March 23, 2008, CME Group acquired Credit Market Analysis Limited and its wholly-owned subsidiaries (collectively, CMA). On August 22, 2008, NYMEX Holdings, Inc. (NYMEX Holdings) merged with CME Group. The following Management's Discussion and Analysis of Financial Condition and Results of Operations includes the financial results of CMA beginning on March 24, 2008, and the financial results of the former NYMEX Holdings beginning August 23, 2008.

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

RESULTS OF OPERATIONS

Financial Highlights

The comparability of our operating results for the first quarter of 2009 to the same period in 2008 is significantly impacted by our merger with NYMEX Holdings. In the discussion and analysis that follows, we have quantified the incremental revenue and expense resulting from these transactions wherever such amounts were material and identifiable. While identified amounts may provide indications of general trends, the analysis cannot completely address the effects attributable to integration efforts.

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

                                                   Quarter Ended March 31,
(dollars in millions, except per share data)       2009               2008         Change
Total operating revenues                       $      647.1       $      625.1          4 %
Total operating expenses                              260.7              225.2         15
Operating margin                                         60 %               64 %

Non-operating income (expense)                 $      (35.9 )     $        7.3       n.m.
Effective tax rate                                       43 %               30 %

Net income                                     $      199.1       $      283.5        (30 )
Diluted earnings per common share                      3.00               5.25        (43 )

Cash flows from operations                            254.7              376.9        (32 )

n.m. not meaningful

• The increase in operating revenues was attributable primarily to revenue contributed by NYMEX products and services, rental income and revenue generated by GFX Corporation (GFX). These increases were partially offset by a decline in overall CME and CBOT trading volume and processing services revenues due to the merger with NYMEX Holdings.

• The most significant increases in operating expenses occurred in amortization of purchased intangibles, compensation and benefits costs as well as licensing and other fee agreements due primarily to the merger with NYMEX Holdings.

• Our effective tax rate was lower in 2008 due primarily to the favorable impact of an Illinois tax law change in the first quarter of 2008. An increase in our state and local tax rates as the result of our merger with NYMEX Holdings in August 2008 contributed to a rise in our effective tax rate in 2009.

• The decline in diluted earnings per share reflects the impact of common stock issuances made in conjunction with the NYMEX Holdings merger.

• A decline in trading volumes contributed to a decrease in cash flows from operations.

Operating Revenues



                                           Quarter Ended March 31,
         (dollars in millions)               2009            2008       Change
         Clearing and transaction fees   $      527.8    $      525.1        1 %
         Quotation data fees                     85.5            56.8       51
         Processing services                      0.1            17.5      (99 )
         Access and communication fees           11.6            10.5       10
         Other                                   22.1            15.2       45

         Total Operating Revenues        $      647.1    $      625.1        4

Clearing and Transaction Fees. The increase in revenues was primarily attributable to the incremental trading volume generated by NYMEX products and CME ClearPort services as well as an increase in the average rate per contract during the first quarter of 2009 when compared with the same period in 2008. This increase was offset by a decline in overall trading volume for CME and CBOT products.

Trading Volume

The following table summarizes average daily trading volume. For comparative
purposes, CME, CBOT and NYMEX products have been presented separately. All
amounts exclude TRAKRS and Swapstream products.



                                                 Quarter Ended March 31,
 (amounts in thousands)                           2009            2008       Change
 Products and Services Average Daily Volume:
 Interest rate:
 CME                                                 2,187           4,471      (51 )%
 CBOT                                                1,656           3,780      (56 )

 Equity:
 CME                                                 3,325           3,613       (8 )
 CBOT                                                  212             216       (2 )

 Foreign exchange:
 CME                                                   507             640      (21 )

 Commodity and alternative investment:
 CME                                                    82             101      (18 )
 CBOT                                                  603             848      (29 )
 NYMEX                                               1,187              -      n.m.

 CME ClearPort                                         629              -      n.m.

Aggregate Average Daily Volume:
CME                                                               6,101     8,825      (31 )
CBOT                                                              2,471     4,844      (49 )
NYMEX                                                             1,187        -      n.m.
CME ClearPort                                                       629        -      n.m.

Electronic Volume:
CME                                                               5,269     7,235      (27 )
CBOT                                                              1,986     3,862      (49 )
NYMEX                                                               968        -      n.m.
Electronic Volume as a Percentage of Total Average Daily Volume      79 %      81 %

n.m. not meaningful

The overall decrease in volume in the first quarter of 2009 was primarily attributable to a decline in interest rate volume. The decrease in volume was partially offset by the addition of NYMEX product lines. In the following discussion on volume, NYMEX volume information for the prior period is provided for comparative purposes only and does not correspond to revenue recognized by CME Group prior to the merger date.

Interest Rate Products

In the first quarter of 2009, the global credit crisis and the Federal Reserve Bank's zero interest rate policy for short term interest rates were the primary contributors to the overall decrease in interest rate volume. We believe the credit crisis has led to increased risk aversion, distorted historical relationships within the interest rate markets and reduced debt issuance. As long as these conditions are present and in the absence of offsetting events and circumstances, we expect to continue to see lower interest rate trading volume in 2009 when compared with 2008.

Eurodollar futures contracts volume decreased by 50% to an average of 1.6 million contracts per day in the first quarter of 2009 when compared with the same period in 2008. Average daily volume for Eurodollar options, which are primarily traded through open outcry, decreased by 54% to 0.6 million contracts per day in the first quarter of 2009 when compared with the same period in 2008. We believe the decrease in volume was primarily attributable to the extreme volatility and decoupling of related markets, which have reduced certain customers' ability to assume and maintain positions. We believe the increase in market volatility was generated from uncertainty regarding interest rate expectations as a result of the recession.

The 10-Year U.S. Treasury note futures and options decreased by 52% to an average of 0.8 million contracts per day in the first quarter of 2009 compared with the same period in 2008. Average daily volume for the 5-Year U.S. Treasury note futures and options decreased by 63% to 0.4 million contracts per day in the first quarter of 2009 compared with the same period in 2008. In addition, the 30-Year U.S. Treasury note futures and options decreased by 52% to an average of 0.3 million contracts per day. Average daily volume for the 2-Year U.S. Treasury note futures and options decreased by 66% to 0.1 million contracts per day. The decline in overall U.S. Treasury note futures and options volume is believed to be due largely to the credit crisis, which has resulted in reduced corporate debt issuances, reduced mortgage issuances and refinances, a slowdown in U.S. Treasury cash market trading and the Federal Reserve Bank's plan to purchase U.S. Treasury securities.

Equity Products

The decline in trading volume for equity products during the first quarter of 2009 was due primarily to the termination of our license to list Russell-based contracts in September 2008. Trading volume for the Russell-based contracts averaged 322,000 contracts per day for the first quarter of 2008.

Average daily volume for our E-mini equity products decreased by 7% to 3.2 million when compared with the same period in 2008, which was primarily driven by the termination of our license to list Russell-based contracts. Included in this overall decrease in E-mini equity product volume were E-mini NASDAQ 100 contracts, which declined 28% to an average of 0.3 million per day. The decline in overall E-mini product volume was partially offset by an increase in E-mini

S&P futures and options, which rose 8% to an average of 2.8 million contracts per day. We believe that the shift in volumes from the E-mini NASDAQ contracts to the E-mini S&P contracts is attributable to a shift by market participants to more liquid markets during periods of high market volatility caused by the recession. Average volatility, as measured by the CBOE Volatility Index, increased to 45% during the first quarter of 2009 compared with 26% in the same period in 2008.

Foreign Exchange Products

We believe trading volume for foreign exchange products declined in the first quarter of 2009, when compared with the same period in 2008, due largely to extreme market volatility, convergence of global interest rates and increased risk aversion by market participants resulting from the recession. The average daily volume for the Japanese yen products decreased 41% to 90,000 contracts per day in the first quarter of 2009. In the first quarter of 2009, the average daily volume of electronically-traded foreign exchange products accounted for 96% of total foreign exchange average daily volume compared with 94% in the same period of 2008.

Commodity and Alternative Investment Products

The overall trading volume for commodities increased in the first quarter of 2009 when compared with the same period in 2008 due primarily to the addition of exchange-traded NYMEX products to our existing product lines. NYMEX products consist mainly of energy futures and options as well as futures and options on precious and base metals.

During the first quarter of 2009, volume for standard corn products decreased by 24% to an average of 237,000 contracts per day. Average daily volume of standard soybean products declined by 24% to 167,000 contracts in the first quarter of 2009 when compared with the same period in 2008. We believe the decline in overall commodities volume was due primarily to the decreased investment in commodities as an asset class resulting from the recession.

CME ClearPort Services

Average daily volume for over-the-counter contracts cleared through CME ClearPort (formerly NYMEX ClearPort prior to the merger in August 2008) increased by 33% to 0.6 million contracts in the first quarter of 2009 when compared with the first quarter of 2008. Contracts cleared through CME ClearPort include primarily natural gas, crude oil and other energy-related contracts. The revenue contributed by CME ClearPort clearing services was $67.0 million in the first quarter of 2009. Approximately 91% of CME ClearPort revenue in the first quarter of 2009 was attributable to natural gas, petroleum and crude oil contracts.

Average Rate per Contract

In the first quarter of 2009, the increase in the average rate per contract when
compared with the same period of 2008 contributed to an increase in revenues.
All amounts in the following table exclude TRAKRS and Swapstream products.



                                                 Quarter Ended March 31,
                                                   2009            2008       Change
 Total volume (in millions)                           633.7           833.8      (24 )%
 Clearing and transaction fees (in millions)   $      527.7    $      524.9        1
 Average rate per contract                     $      0.833    $      0.630       32

The increase in the overall rate per contract was primarily attributable to the addition of NYMEX products and CME ClearPort services to our existing offerings. For the first quarter of 2009, average rates per contract for NYMEX products and CME ClearPort services were $1.476 and $1.745, respectively. In addition, the overall rate per contract increased due to a lower portion of CME interest rate products as a percentage of total volume compared with CME equity products, which have a higher rate per contract. As a percentage of total volume, equity products trading volume increased by 13% in the first quarter of 2009, while interest rate products volume decreased by 16% when compared with the same period in 2008.

The increase in the average rate per contract during the first quarter of 2009 was partially offset by a decrease in the average rate per contract for the E-mini S&P futures and options because incremental volume exceeded the CME Globex fee cap.

Volume/Rate Analysis

Average rate per contract is impacted by our rate structure, which includes volume-based incentives; product mix; trading venue, and the percentage of trading volume executed by customers who are members compared with non-member customers. Due to the relationship between average rate per contract and volume, the change in revenue attributable to changes in each is only an approximation. Using the total volume and average rate per contract data provided in the table above, we estimate that clearing and transactions fees revenues increased by $169.5 million due to the increase in average rate per contract and decreased by $166.7 million due to the decline in total volume, resulting in a net increase in revenues in the first quarter of 2009 when compared with the same period in 2008.

Concentration of Revenue

We bill a substantial portion of our clearing and transaction fees to our clearing firms. The majority of clearing and transaction fees received from clearing firms represent charges for trades executed and cleared on behalf of their customers. As of March 31, 2009, we had approximately 130 clearing firms. Two firms represented 13% and 11% of our clearing and transaction fees revenue for the first quarter of 2009. Should a clearing firm discontinue operations, we believe the customer portion of the firm's trading activity would likely transfer to another clearing firm of the exchange. Therefore, we do not believe a concentration would expose us to significant risk from the loss of revenues earned from a particular firm.

Quotation Data Fees. The increase in revenues in the first quarter of 2009 when compared with the same period of 2008 was largely attributable to the incremental revenue of $24.8 million generated from NYMEX services.

                                                       Quarter Ended March 31,
(dollars in millions except monthly fee per
device)                                                  2009             2008         Change
Average estimated monthly basic device screen
count                                                      435,000        301,000       134,000
Basic device monthly fee per device                  $          55     $       55     $      -
Estimated increase in revenue due to an increase
in screen counts                                                                      $    22.0
Data feed surcharges                                                                        1.6

CME, CBOT and NYMEX services                                                               23.6
CMA services                                                                                3.4

The two largest resellers of our market data generated approximately 56% of our quotation data fees in the first quarter of 2009. However, we consider exposure to significant risk of revenue loss to be minimal despite this concentration. In the event that one of these vendors no longer subscribes to our market data, we believe the majority of that vendor's customers would likely subscribe to our market data through another reseller. Additionally, several of our largest institutional customers that utilize services from the two largest quote vendors report usage and remit payment for exchange market data fees directly to us.

Processing Services. The decline in revenues in the first quarter of 2009 when compared with 2008 was primarily attributable to the termination of our prior service agreement with NYMEX Holdings as a result of the merger in August 2008. Our trade matching agreement with NYMEX Holdings generated revenues of $17.0 million in the first quarter of 2008.

Access and Communication Fees. The increase in revenues was due primarily to the ongoing upgrade of customer bandwidth connections and continued expansion of our co-location program. The increase in revenues was partially offset by a decline in trading floor-related fees resulting from the consolidation of our Chicago trading floors in mid-2008. The merger with NYMEX Holdings did not result in any material incremental revenues during the first quarter of 2009.

Other Revenues. The growth in revenues in the first quarter of 2009 when compared with the same period in 2008 was largely attributable to the rental income and associated revenues generated from building operations acquired in our merger with NYMEX Holdings. NYMEX Holdings' operations contributed incremental revenues of $3.0 million in the first quarter of 2009.

In addition, trading revenue generated by GFX increased by $3.0 million in the first quarter of 2009 due to an increase in trading activity.

Operating Expenses



                                               Quarter Ended March 31,
    (dollars in millions)                        2009            2008       Change
    Compensation and benefits                $       86.7    $       73.3       18 %
    Communications                                   12.4            14.8      (16 )
    Technology support services                      11.8            17.0      (30 )
    Professional fees and outside services           22.3            14.8       51
    Amortization of purchased intangibles            33.3            16.2      105
    Depreciation and amortization                    31.0            34.3      (10 )
    Occupancy and building operations                19.4            16.7       16
    Licensing and other fee agreements               24.6            13.5       82
    Restructuring                                     3.2             1.8       78
    Other                                            16.0            22.8      (33 )

    Total Operating Expenses                 $      260.7    $      225.2       15

Compensation and Benefits. The overall increase in compensation and benefits expense in the first quarter of 2009, when compared with the same period in 2008, consisted primarily of the following:

         (in millions)                               Increase (Decrease)
         Average headcount                          $                10.3
         Stock-based compensation                                     2.4
         Non-qualified deferred compensation plan                     0.7
         Bonus                                                       (0.6 )

• Average headcount increased by about 340 employees, or 17%, in the first quarter of 2009 compared with the same period in 2008. The increase was due primarily to the addition of approximately 400 employees in our merger with NYMEX Holdings in August 2008, partially offset by the impact of our restructuring initiatives. As of March 31, 2009 and 2008, we had approximately 2,280 and 1,990 employees, respectively.

• Stock-based compensation increased in the first quarter of 2009 due mainly to the expense related to the June 2008 grant and the conversion of stock options previously granted to NYMEX Holdings' employees.

• In the first quarter of 2009, the increase in expense was also attributable to an increase in our non-qualified deferred compensation plan liability, the impact of which does not affect net income because of an equal and offsetting change in investment income.

• Increases in expense were partially offset by a reduction in bonus expense. Bonus expense decreased due primarily to a decline in performance relative to our 2009 cash earnings target versus our 2008 performance relative to our 2008 cash earnings target.

Communications. The decrease in expense in the first quarter of 2009 was due primarily to the elimination of costs incurred to support our CBOT metals trading products on e-CBOT. The metals trading products sale was completed in the third quarter of 2008. In addition, expense decreased as a result of the consolidation of trading systems and floor operations for CME and CBOT and improved network efficiencies. Decreases were partially offset by $1.4 million of expense generated from NYMEX trading operations during the first quarter of 2009.

Technology Support Services. Expense decreased in the first quarter of 2009 compared with the same period in 2008 due to the termination of maintenance and service agreements for the e-CBOT electronic trading platform. The agreements were terminated in July 2008. The decrease was partially offset by incremental expense of $1.5 million generated by NYMEX operations in the first quarter of 2009.

Professional Fees and Outside Services. The increase in expense is related primarily to expenses incurred to support various strategic initiatives. In addition, legal fees and consulting services as well as temporary staffing and other outside services associated with our merger integration efforts contributed to the increase.

Amortization of Purchased Intangibles. The increase in expense in the first quarter of 2009 compared with the same period in 2008 was due largely to the amortization of intangible assets acquired in our merger with NYMEX Holdings, which was completed in August 2008.

Depreciation and Amortization. Expense decreased in the first quarter of 2009 when compared with the same period in 2008 as a result of systems integration and trading floor consolidation in the first half of 2008. The decrease was partially offset by depreciation of assets acquired in our merger with NYMEX Holdings.

Property additions are summarized below. Technology-related assets include purchases of computers and related equipment, software, the cost of developing internal use software and the build-out of our data centers.

                                                        Quarter Ended March 31,
(dollars in millions)                                   2009               2008           Change
Total property additions, including
landlord-funded leasehold improvements               $      35.1        $      33.4            5 %
Technology-related assets as a percentage of
total additions                                               92 %               87 %

Occupancy and Building Operations. The increase in expense in the first quarter of 2009 compared with the same period in 2008 was primarily attributable to commercial real estate acquired in our merger with NYMEX Holdings. The acquired property resulted in an increase in utilities, maintenance, property taxes and insurance expenses, partially offset by a decrease in expenses due to a reduction in temporary space at our Chicago headquarters.

Licensing and Other Fee Agreements. The increase in expense is attributable primarily to royalty fees and broker rebates on NYMEX products which totaled $11.4 million in the first quarter of 2009.

Restructuring. The increase in expense was attributable primarily to the NYMEX restructuring program, which we initiated in August 2008. We will recognize approximately $3.7 million of additional expense under this program, which is expected to be substantially complete by August 2009.

Other Expense. The decrease in expenses in the first quarter when compared with the same period in 2008 consists of a $3.7 million write-off related to in-process research and development acquired in the CMA purchase in 2008 and a $2.7 million provision for litigation matters recognized in 2008.

Non-Operating Income (Expense)



                                                    Quarter Ended March 31,
(dollars in millions)                                   2009               2008          Change
Investment income                                   $        1.8       $       11.4         (84 )%
Gains (losses) on derivative investments                      -                (2.2 )      (100 )
Securities lending interest income                           2.4               23.6         (90 )
Securities lending interest and other costs                 (0.4 )            (19.3 )       (98 )
Interest and other borrowing costs                         (38.5 )             (2.3 )      n.m.
. . .