8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported)

July 26, 2005

CHICAGO MERCANTILE EXCHANGE HOLDINGS INC.

(Exact Name of Registrant as Specified in Charter)

Delaware	001-31553	36-4459170
(State or Other Jurisdiction of Incorporation)	(Commission File No.)	(IRS Employer Identification No.)

20 South Wacker Drive

Chicago, Illinois 60606

(Address of Principal Executive Offices) (Zip Code)

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

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition.

The information set forth under “Item 2.02. Results Of Operations And Financial Condition,” including the Exhibit attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

Attached and incorporated herein by reference as Exhibit 99.1 is a copy of a press release of Chicago Mercantile Exchange Holdings Inc., dated July 26, 2005, reporting Chicago Mercantile Exchange Holdings Inc.’s financial results for the second quarter ended June 30, 2005.

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release, dated July 26, 2005.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CHICAGO MERCANTILE EXCHANGE HOLDINGS INC. Registrant
Date: July 26 2005	By:	/s/ Kathleen M. Cronin
	Name:	Kathleen M. Cronin
	Title:	Managing Director, General Counsel and Corporate Secretary

EX-99.1

Exhibit 99.1

20 S. Wacker Drive, Chicago, IL 60606-7499    www.cme.com

        Media Contacts

        Bill Parke, 312.930.3467

        wparke@cme.com

        Investor Contact

        John Peschier, 312.930.8491

        CME-E

FOR IMMEDIATE RELEASE

Chicago Mercantile Exchange Holdings Inc. Reports Record Revenues and a 44 Percent Increase in Net Income for Second-Quarter 2005; Diluted Earnings Per Share Rose 42 Percent to $2.36

Declares Quarterly Dividend of 46 Cents Per Share

CHICAGO, July 26, 2005 – Chicago Mercantile Exchange Holdings Inc. (NYSE, NASDAQ: CME) today reported record revenues and profits, with a 44 percent increase in net income for second-quarter 2005 compared with second-quarter 2004. These results were driven by significantly increased trading volume in each of CME’s major product lines. Net revenues climbed 28 percent to a record $239 million, income before income taxes was up 41 percent to $136 million, and net income rose 44 percent to $82 million. Diluted earnings per share rose 42 percent to $2.36 from $1.66. Yesterday, the company declared a third-quarter dividend of 46 cents per share, payable on September 26, 2005 to shareholders of record on September 9, 2005.

Average daily volume was 4.4 million contracts for second-quarter 2005, a 33 percent increase from second-quarter 2004. Trading on the CME^® Globex^® electronic trading platform grew 82 percent to 3.1 million contracts per day in second-quarter 2005 from 1.7 million per day in second-quarter 2004. Electronic volume represented 71 percent of total CME volume in the quarter, compared with 66 percent in first-quarter 2005 and 52 percent in second-quarter 2004.

“CME’s broad-based volume growth led to record top-line and bottom-line results in the second quarter,” said CME Chairman Terry Duffy. “Total volume grew to a record 4.4 million contracts per day on average from 3.3 million in last year’s second quarter. CME foreign exchange products nearly doubled in volume from a year earlier, while interest rate and equity products grew substantially. Due to the inherent leverage of our financial model and scalability of our infrastructure, we generated record quarterly net income and significant free cash flow.”

“Our outstanding performance illustrates that our strategy, which includes broadening our electronic product offerings and expanding global access to our exchange, is working,” said CME Chief Executive Officer Craig Donohue. “Electronic volume on CME Globex was up more than 80 percent in the second quarter to 3.1 million contracts per day, compared with second-quarter 2004, driven primarily by CME Eurodollar futures and foreign exchange. Volume traded through our European and Asian programs was up more than 55 percent from first-quarter 2005 as we saw increased activity from proprietary trading firms. We anticipate further electronic growth as we continue to improve the functionality of our CME Globex platform and the flexibility of our product offerings. These enhancements enable our customers to use more sophisticated trading strategies and increase trading in new electronic options products.”

All references to volume and rate per contract information in the text of this document exclude our non-traditional TRAKRS^™ products, for which CME receives significantly lower clearing fees than other CME products.

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CHICAGO MERCANTILE EXCHANGE HOLDINGS INC.

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Clearing and transaction fee revenue from CME products increased 28 percent to $183 million, up from $143 million for second-quarter 2004. Revenue from clearing and transaction processing services rose 32 percent to $19 million and quotation data fees were up 20 percent to $18 million. While net revenues increased 28 percent, expenses increased 13 percent to $103 million, primarily driven by technology spending.

Second-quarter income before income taxes was $136 million, an increase of 41 percent from $96 million for the year-ago period. The company’s operating margin, defined as income before income taxes expressed as a percentage of net revenues, was 57 percent, compared with 51 percent for the same period last year.

Capital expenditures, including capitalized software development costs, were $27 million in second-quarter 2005.

CME’s working capital increased by approximately $70 million during the second quarter, to $809 million at June 30, 2005.

Six-Month Results

For the first six months of 2005, net revenues increased 28 percent to $453 million from $353 million for the first half of 2004. Clearing and transaction fees improved 29 percent to $343 million from $266 million a year ago, benefiting from higher trading volume. Total operating expenses were $199 million for the first half of 2005, versus $180 million for the comparable period of 2004.

Capital expenditures and capitalized software development costs were $43 million for the first six months of 2005.

Income before taxes was $254 million for the first half of 2005, up 46 percent versus the same period a year ago. The operating margin was 56 percent for the first six months of 2005, compared with 49 percent for the year-earlier period.

The company reported record net income of $153 million, or $4.41 per diluted share, for the first six months of this year, compared with $103 million, or $3.02 per diluted share, for the first half of 2004. During the first half of the year, the company paid dividends totaling 92 cents per common share.

CME will hold a conference call to discuss second-quarter results at 8:30 a.m. Eastern Time today. A live audio Webcast of the call will be available on the Investor Relations section of CME’s Web site at www.cme.com. An archived recording will be available for up to two months after the call.

Chicago Mercantile Exchange Holdings Inc. became the first publicly traded U.S. financial exchange on Dec. 6, 2002. The company was added to the Russell 1000^® Index on July 1, 2003. It is the parent company of Chicago Mercantile Exchange Inc. (www.cme.com), the largest futures exchange in the United States. As an international marketplace, CME brings together buyers and sellers on its CME Globex electronic trading platform and on its trading floors. CME offers futures and options on futures primarily in interest rates, equities, foreign exchange and commodities. The exchange moved about $1.6 billion per day in settlement payments in the first half of 2005 and managed $43.7 billion in collateral deposits at June 30, 2005, including $4.0 billion in deposits for non-CME products.

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CHICAGO MERCANTILE EXCHANGE HOLDINGS INC.

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Chicago Mercantile Exchange, CME and Globex are registered trademarks of Chicago Mercantile Exchange Inc. E-mini is a trademark of CME. TRAKRS, Total Return Asset Contracts and other trade names, service marks, trademarks and registered trademarks that are not proprietary to Chicago Mercantile Exchange Inc. are the property of their respective owners, and are used herein under license. Further information about CME and its products is available on the CME Web site at www.cme.com.

Statements in this news release that are not historical facts are forward-looking statements. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or implied in any forward-looking statements. Among the factors that might affect our performance are: increasing competition by foreign and domestic competitors, including new entrants into our markets; our ability to keep pace with rapid technological developments, including our ability to complete the development and implementation of the enhanced functionality required by our customers; our ability to continue introducing competitive new products and services on a timely, cost-effective basis, including through our electronic trading capabilities, and our ability to maintain the competitiveness of our existing products and services; our ability to successfully implement our competitive initiatives; our ability to efficiently and simultaneously operate both open outcry trading and electronic trade execution facilities; our ability to adjust our fixed costs and expenses if our revenues decline; our ability to continue to realize the benefits of our transaction processing agreement with the Chicago Board of Trade; our ability to maintain existing customers and attract new ones; changes in domestic and foreign regulations; changes in government policy, including interest rate policy and policies relating to common or directed clearing; the costs associated with protecting our intellectual property rights and our ability to operate our business without violating the intellectual property rights of others; our ability to recover market data fees that may be reduced or eliminated by the growth of electronic trading; changes in the level of trading activity; changes in our rate per contract due to shifts in the mix at the products traded, the trading venue and the mix of customers, and whether the customer receives member or non-member fees or participates in one of our various incentive programs; changes in price levels and volatility in the derivatives markets and in underlying fixed income, equity, foreign exchange and commodities markets; the ability of our joint venture, OneChicago, LLC, to obtain market acceptance of its products and achieve sufficient trading volume to operate profitably; economic, political and market conditions; our ability to accommodate increases in trading volume without failure or degradation of performance of our systems; our ability to execute our growth strategy and maintain our growth effectively; our ability to manage the risks and control the costs associated with our acquisition, investment and alliance strategy; industry and customer consolidation; decreases in trading and clearing activity; and seasonality of the futures business. More detailed information about factors that may affect our performance may be found in our filings with the Securities and Exchange Commission, including our most recent Quarterly Report on Form 10-Q, which is available in the Investor Information section of the CME Web site. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.

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Chicago Mercantile Exchange Holdings Inc. and Subsidiaries

Consolidated Balance Sheets

(dollars in thousands)

	Jun. 30, 2005		Dec. 31, 2004
ASSETS
Current Assets:
Cash and cash equivalents	$	498,968	$	357,562
Collateral from securities lending		1,806,434		1,582,985
Short-term investments of interest earning facilities		93,603		87,521
Marketable securities		262,792		302,429
Accounts receivable		96,875		78,825
Other current assets		22,239		18,959
Cash performance bonds and security deposits		445,334		269,919
Total current assets		3,226,245		2,698,200
Property, net of accumulated depreciation and amortization		143,247		131,361
Other assets		28,063		27,905
TOTAL ASSETS	$	3,397,555	$	2,857,466
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
Accounts payable	$	26,493	$	23,045
Payable under securities lending agreements		1,806,434		1,582,985
Payable to participants in interest earning facilities		93,603		87,521
Other current liabilities		45,508		62,153
Cash performance bonds and security deposits		445,334		269,919
Total current liabilities		2,417,372		2,025,623
Other liabilities		19,753		19,246
Total liabilities		2,437,125		2,044,869
Shareholders’ Equity		960,430		812,597
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	3,397,555	$	2,857,466

Balance Sheet Items Excluding Cash Performance Bonds and Security Deposits,

Securities Lending and Interest Earning Facilities¹

	Jun. 30, 2005		Dec. 31, 2004
Current assets	$	880,874	$	754,441
Total assets		1,052,184		917,041
Current liabilities		72,001		85,198
Total liabilities		91,754		104,444

1 Securities lending, cash performance bonds and security deposits, and interest earnings facilities are excluded from this presentation, as these current assets have equal and offsetting current liabilities. This presentation results in a more meaningful indication to investors of the assets owned and related obligations of the company. Clearing firms are subject to performance bond requirements pursuant to the rules of the exchange. The clearing firm can elect to satisfy these requirements in cash, which is reflected on the consolidated balance sheets, or by depositing securities, which are not reflected on the consolidated balance sheets. The balance of cash performance bonds and security deposits that are deposited by clearing firms may change daily as a result of changes in the clearing firms’ open positions and how clearing firms elect to satisfy their performance bond requirements. Securities lending transactions utilize a portion of the securities that clearing firms have deposited to satisfy their proprietary performance bond requirements. Deposits received from clearing firms in the first interest earning facilities are included on the consolidated financial statements of CME Holdings. These interest earning facilities are invested on a short-term basis, are payable to the clearing firm participants on demand and will fluctuate daily.

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Chicago Mercantile Exchange Holdings Inc. and Subsidiaries

Consolidated Statements of Income

(dollars in thousands, except share and per share amounts)

	Quarter Ended June 30,						Six Months Ended June 30,
	2005			2004			2005			2004
REVENUES
Clearing and transaction fees	$	182,568		$	142,874		$	343,414		$	265,826
Clearing and transaction services		18,779			14,173			35,575			26,651
Quotation data fees		17,783			14,796			35,560			30,286
Access fees		4,754			3,979			9,486			7,969
Communication fees		2,226			2,558			4,592			5,056
Investment income		6,883			2,768			12,359			5,865
Securities lending interest income		13,580			3,943			23,823			7,400
Other		5,613			5,441			11,283			11,026
TOTAL REVENUES		252,186			190,532			476,092			360,079
Securities lending interest expense		(13,065	)		(3,531	)		(22,781	)		(6,706	)
NET REVENUES		239,121			187,001			453,311			353,373
EXPENSES
Compensation and benefits		44,967			40,630			88,896			81,210
Occupancy		7,179			6,823			14,049			13,528
Professional fees, outside services and licenses		10,826			8,847			20,338			16,930
Communications and computer and software maintenance		14,334			12,666			27,399			24,915
Depreciation and amortization		16,071			13,116			30,862			25,911
Marketing, advertising and public relations		3,312			2,467			5,550			4,981
Other operating expense		6,228			6,178			11,871			12,212
TOTAL EXPENSES		102,917			90,727			198,965			179,687
Income before income taxes		136,204			96,274			254,346			173,686
Income tax provision		(53,978	)		(38,991	)		(101,235	)		(70,343	)
NET INCOME	$	82,226		$	57,283		$	153,111		$	103,343
EARNINGS PER SHARE:
Basic	$	2.40		$	1.72		$	4.48		$	3.12
Diluted	$	2.36		$	1.66		$	4.41		$	3.02
Weighted average number of common shares:
Basic		34,250,471			33,253,756			34,208,318			33,093,055
Diluted		34,771,513			34,448,257			34,744,569			34,247,521

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	2Q 2004		3Q 2004		4Q 2004		1Q 2005		2Q 2005
Trading Days		63		64		64		61		64
Average Daily Volume (Round Turns, in Thousands)
	2Q 2004		3Q 2004		4Q 2004		1Q 2005		2Q 2005
Interest rates		1,889		1,854		1,654		2,235		2,577
Equity E-mini		1,075		1,025		1,026		1,237		1,301
Equity standard-size		112		111		119		129		124
Foreign exchange		176		193		252		294		332
Commodities		41		40		42		51		46
Subtotal		3,293		3,223		3,093		3,946		4,380
TRAKRS		67		32		73		30		21
Total		3,360		3,255		3,166		3,976		4,401
Open outcry		1,534		1,191		965		1,276		1,210
Electronic (including TRAKRS)		1,787		2,013		2,155		2,648		3,144
Privately negotiated		39		51		46		52		47
Total		3,360		3,255		3,166		3,976		4,401
Transaction Fees (in Thousands)
	2Q 2004		3Q 2004		4Q 2004		1Q 2005		2Q 2005
Interest rates	$	64,815	$	69,750	$	56,556	$	71,003	$	83,429
Equity E-mini		47,456		45,930		44,586		50,048		57,185
Equity standard-size		8,826		9,090		10,071		10,319		10,552
Foreign exchange		19,297		20,721		25,404		26,621		28,796
Commodities		2,399		2,401		2,510		2,832		2,589
Subtotal		142,793		147,892		139,127		160,823		182,551
TRAKRS		81		45		64		23		17
Total	$	142,874	$	147,937	$	139,191	$	160,846	$	182,568
Open outcry	$	50,516	$	43,162	$	34,665	$	36,987	$	36,190
Electronic (including TRAKRS)		82,934		92,924		93,407		112,416		135,429
Privately negotiated		9,424		11,851		11,119		11,443		10,949
Total	$	142,874	$	147,937	$	139,191	$	160,846	$	182,568
Average Rate Per Contract (RPC)
	2Q 2004		3Q 2004		4Q 2004		1Q 2005		2Q 2005
Interest rates	$	0.545	$	0.588	$	0.534	$	0.521	$	0.506
Equity E-mini		0.700		0.700		0.679		0.663		0.687
Equity standard-size		1.250		1.284		1.317		1.315		1.330
Foreign exchange		1.743		1.676		1.577		1.483		1.357
Commodities		0.938		0.925		0.932		0.904		0.870
Average (excluding TRAKRS)	$	0.688	$	0.717	$	0.703	$	0.668	$	0.651
TRAKRS		0.019		0.022		0.014		0.012		0.012
Overall average RPC	$	0.675	$	0.710	$	0.687	$	0.663	$	0.648
Open outcry	$	0.523	$	0.566	$	0.562	$	0.475	$	0.467
Electronic (including TRAKRS)		0.735		0.721		0.677		0.696		0.673
Electronic (excluding TRAKRS)		0.765		0.732		0.701		0.704		0.678
Privately negotiated		3.777		3.649		3.671		3.611		3.615
Overall average RPC	$	0.675	$	0.710	$	0.687	$	0.663	$	0.648

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