Form 425

Filed by Chicago Mercantile Exchange Holdings Inc. pursuant

to Rule 425 under the Securities Act of 1933, as amended, and

deemed filed pursuant to Rule 14a-6 under the

Securities Exchange Act of 1934, as amended.

Subject Company: CBOT Holdings, Inc.

Subject Company’s Commission File No.:001-32650


The Best Combination
June 28, 2007 


2
Discussion of Forward-Looking Statements
Forward-Looking Statements
This presentation may contain forward-looking information regarding Chicago Mercantile Exchange Holdings Inc. and CBOT Holdings, Inc. and the combined
company
after
the
completion
of
the
merger
that
are
intended
to
be
covered
by
the
safe
harbor
for
“forward-looking
statements”
provided
by
the
Private
Securities
Litigation
Reform
Act
of
1995.
These
statements
include,
but
are
not limited to, the benefits of the business combination transaction involving CME and CBOT,
including future financial and operating results, the new company’s plans, objectives, expectations and intentions and other statements that are not historical facts.
Such statements are based on current beliefs, expectations, forecasts and assumptions of CME and CBOT’s management which are subject to risks and uncertainties
which
could
cause
actual
outcomes
and
results
to
differ
materially
from
these
statements.
Other
risks
and
uncertainties
relating
to
the
proposed
transaction
include,
but are not limited to, the satisfaction of conditions to closing, including receipt of shareholder, member, regulatory and other approvals on the proposed terms; the
proposed transaction may not be consummated on the proposed terms; uncertainty of the expected financial performance of the combined company following
completion
of
the
proposed
transaction;
The
combined
company
may
not
be
able
to
achieve
the
expected
cost
savings,
synergies
and
other
strategic
benefits
as
a
result
of
the
proposed
transaction;
the
integration
of
CBOT’s
operations
with
CME’s
may
not
be
successful
or
may
be
materially
delayed
or
may
be
more
costly
or
difficult
than
expected;
general
industry
and
market
conditions;
general domestic and international economic conditions; and governmental laws and regulations
affecting domestic and foreign operations.
For more information regarding other related risks, see Item 1A of CME’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006 and its most
recent
Quarterly
Report
on
Form
10-Q.
Copies
of
said
documents
are
available
online
at
http://www.sec.gov
or
on
request
from
the
CME.
You
should
not
place
undue
reliance on forward-looking statements, which speak only as of the date of this presentation. Except for any obligation to disclose material information under the
Federal
securities
laws,
CME
undertakes
no
obligation
to
release
publicly
any
revisions
to
any
forward-looking
statements
to
reflect
events
or
circumstances
after
the date of this presentation.
Additional Information
CME and CBOT have filed a definitive joint proxy statement/prospectus and a supplement thereto with the SEC in connection with the proposed transaction. This
document is not a substitute for the definitive joint proxy statement/prospectus, as supplemented, or any other documents CME and CBOT have filed or will file with
the SEC. Investors and security holders are urged to read the definitive joint proxy statement/prospectus, as supplemented, and any other relevant documents filed
or to be filed by CME or CBOT because they contain or will contain important information about the proposed transaction. The definitive joint proxy
statement/prospectus
is,
and
the
supplement
thereto
and
other
documents
filed
or
to
be
filed
by
CME
and
CBOT
with
the
SEC
are
or
will
be,
available
free
of
charge
at the
SEC’s
Web
site
(www.sec.gov)
or
from
Chicago
Mercantile
Exchange
Holdings
Inc.,
Shareholder
Relations
and
Membership
Services,
20
South
Wacker
Drive,
Chicago, Illinois 60606, Attention: Beth Hausoul or from CBOT Holdings, Inc., Attn: Investor Relations, at 141 West Jackson, Chicago, Illinois 60604.
CME
and
its
directors,
executive
officers
and
other
employees
may
be
deemed
to
be
participants
in
the
solicitation
of
proxies
in
connection
with
the
proposed
transaction.
Information
regarding
CME’s
directors
and
executive
officers
is
available
in
CME’s
proxy
statement
for
its
2007
annual
meeting
of
stockholders,
dated
March
17,
2007.
Additional
information
regarding
the
interests
of
such
potential
participants
is
available
in
the
definitive
joint
proxy
statement/prospectus,
as
supplemented, and the other relevant documents filed with the SEC.
CBOT and its directors, executive officers and other employees may be deemed to be participants in the solicitation of proxies in connection with the proposed
transaction. Information regarding
CBOT
directors
and
executive
officers
is
available
in
CBOT’s
proxy
statement
for
its
2007
annual
meeting
of
stockholders,
dated
March
29,
2007.
Additional
information
regarding
the
interests
of
such
potential
participants
is
included
in
the
joint
proxy
statement/prospectus
and
the
other
relevant documents filed with the SEC.
Statements
included
in
this
document
relating
to
the
ICE
offer
reflect
the
views
of
CME’s
and
CBOT’s
management.
This document shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in
which
such
offer,
solicitation
or
sale
would
be
unlawful
prior
to
registration
or
qualification
under
the
securities
laws
of
any
such
jurisdiction.
No
offering
of
securities
shall
be
made
except
by
means
of
a
prospectus
meeting
the
requirements
of
Section
10
of
the
U.S.
Securities
Act
of
1933,
as
amended.


The Best Combination
June 28, 2007       Charlie Carey, Terry Duffy and Craig Donohue


4
Valuable equity
Strong currency
Best strategic fit
Compelling long-term growth opportunities
Lower risk
Strong trading rights value/income potential
Commitment to hybrid trading model
Maintains pricing differential for members
Flexible and creative ERP solution
Cash dividend + minimum guarantee/payment
Upside: potentially +$1.25M
**
per ERP holder (beyond
guarantee)
$15M cap on litigation expenses removed
CME/CBOT Offer Responds to Your Concerns
**
Assumes CBOE value of $3.3B and CBOT full member with ERP entitled to equal share of value


5
CBOT/CME Contributions to the Combined Company
The original and revised CME/CBOT merger agreements were
based on information unavailable to analysts (IBES) at the time
Exchange Ratio
0.3500
CBOT Shares Outstanding
53.0
           
CME Exchange Ratio
0.3500
       
CME Shares Outstanding
35.1
           
Shares Issued to CBOT
18.6
           
Pro Forma CME Group Shares
53.7
CBOT Pro Forma Ownership
34.6%
1 2007 YTD ADV as of June 25, 2007
2 Base case projections from joint proxy/prospectus dated June 5, 2007
3 IBES Consensus estimates as of June 25, 2007
CBOT Contribution %
2007E
2008E
Volume
38.1%
-
Revenue -
Base Case
2
36.0%
34.8%
Net Income -
Base Case
2
32.4%
30.5%
Net Income -
IBES Consensus
3
33.5%
32.2%
CBOT Pro Forma Ownership
34.6%
1
IBES Long-Term Growth Rates
1
CME
23.0%
CBOT
17.0%
Notes:   
1)  IBES Consensus estimates as of June 25, 2007.


6
CMEs Offer per Share from CBOT Member Perspective
CME’s offer is compelling:
better growth prospects, ERP upside and lower risk
CME
Implied Offer Price (0.35 Rate)*
$189.76
Plus $485m Dividend
$9.14
Plus $3.5B @ $560Tender Offer**
$6.24
Value to all CBOT Shareholders
$205.14
Plus $333m ERP Guarantee
$9.14
Value to Full B1 w/ERP
$214.28
Incremental $1.25m ERP Upside***
$45.72
Potential Full Value
$260.00
*
Implied offer price based on closing price on 6/27/07
**
Reflects difference between closing price on 6/27/07 and $560 multiplied by 0.35 exchange ratio; $3.5B tender offer limited to 6.25m shares
***
Assumes CBOE value of $3.3B and CBOT full member with ERP entitled to equal share of value


7
CMEs Offer per Share Compared to ICE
CME’s offer is significantly more compelling than ICE’s offer:
better growth prospects, ERP upside and lower risk
ICE
CME
Implied Offer Price (1.42 Rate)*
$214.49
Less Takeover Premium****
-$10.72
Less $294m Breakup Fee
-$5.54
Value to all CBOT Shareholders
$198.23
Plus $666m ICE/CBOE ERP Offer
$18.28
Value to Full B1 w/ERP
$216.51
Incremental $60k ERP Upside*****
$2.21
Potential Full Value
$218.72
Implied Offer Price (0.35 Rate)*
$189.76
Plus $485m Dividend
$9.14
Plus $3.5B @ $560Tender Offer**
$6.24
Value to all CBOT Shareholders
$205.14
Plus $333m ERP Guarantee
$9.14
Value to Full B1 w/ERP
$214.28
Incremental $1.25m ERP Upside***
$45.72
Potential Full Value
$260.00
*
Implied offer
price
based
on
closing
price
on
6/27/07
**  Reflects difference
between
closing
price
on
6/27/07
and
$560
multiplied
by
0.35
exchange
ratio;
$3.5B
tender
offer
limited
to
6.25m
shares
***Assumes CBOE
value
of
$3.3B
and
CBOT
full
member
with
ERP
entitled
to
equal
share
of
value
**** ISS estimated
a
5%
takeover
premium
in
the
6/27
report
and
BMO
Capital
markets
analyst
Mike
Vinciquerra
assumed
6/15
ICE’s
stock
price
may
drop
11%
to
$135
if
the
takeover
premium
is
taken
out
***** Assumes CBOE
value
of
$3.3B
and
CBOT
full
member
with
ERP
entitled
to
equal
share
of
value.
Incremental
$60K
upside
based
on
difference
between
potential
equity
value
in
the
ICE
ERP
proposal,
less
the
ICE
ERP
guarantee,
on
a
per-share
basis.


8
“If it became evident ICE would win [CBOT], ICE stock would
fall substantially.”
~Mike Vinciquerra, BMO Capital Markets (6/15/07)
“Takeout speculation has been fueling the stock of late, but we
do not believe a takeout is likely near-term.  And while
fundamentals have been decent, we are not sure they are
strong enough to support the stock at current levels.”
~Chris Allen, Bank of America (6/14/07)
"We believe that ICE’s stock has traded higher [...] in
expectation that ICE would not succeed in its bid attempt and
would itself become a takeover target".
~ Niamh
Alexander, CIBC World Markets (6/13/07)
ICE’s recent stock price performance has been driven
by takeout speculation
CME/CBOT: Analysts
Perspective
Permission to use quotes neither sought nor obtained


9
Strategic Fit and Growth Opportunities
$29.6B
Pro forma Market Capitalization
$2.6B
Combined 2008 Revenues
*
$1.0B
Combined 2008 Income
*
10.3M 
Combined Q1 2007 ADV
*Combined revenues and income projected before merger related items according to base case included in joint proxy statement/prospectus dated June 5, 2007


10
Strategic Fit and Growth Opportunities
+Worlds largest exchange and clearing house
+Benchmark products in every major asset class
+Industry leading trading and clearing platforms
+Broadest customer base and global distribution
network (83 countries)
= Large / Achievable Growth Opportunities


11
0
1,600
3,200
4,800
6,400
$0
$400
$800
$1,200
$1,600
CME
ICE/NYBOT Futures
ICE OTC ADV Commissions
*2007 figure represents OTC YTD May 2007 data
(contracts in 000s)
OTC ADV commissions
($ in 000s)
749
182
$335
$734
*
2000
2001
2002
2003
2004
2005
2006
2007
to date
917
6,372
CMEs Long-Term Growth Higher Than ICEs
CME
32% CAGR
ICE/NYBOT
22% CAGR
ICE OTC
17% CAGR


12
0
3,000
6,000
9,000
$0
$400
$800
$1,200
$1,600
*NYBOT Jun07 ADV through Jun 22
CMEs Short-Term Growth Significantly Higher
(contracts in 000s)
745
$918
834
8,244
5,522
$711
JAN
07
FEB
07
MAR
07
APR
07
MAY
07
*JUN
07
CME
ICE/NYBOT Futures
ICE OTC ADV Commissions
CME
+49%
ICE/NYBOT
+12%
ICE OTC
-23%
(through May)
OTC ADV commissions
($ in 000s)


13
$0
$50
$100
$150
$200
$250
$300
Growth: Larger, More Valuable OTC Growth Opportunities
Source:  June
2006
Notional
Value
Outstanding
per
March
2007
BIS
Quarterly
Review
$262T
$38T
$20T
$7T
$6T
CBOT/CME
Opportunities
ICE
Opportunities
OTC
Foreign
Exchange
OTC
Interest
Rate
Swaps
Credit Default Swaps
Indexes
Baskets
Single Name
OTC
Commodity
Swaps
Interest Rate
Market
FX
Market
Credit
Market
Equity
Market
Commodity
Market
CBOT/CME is             
better positioned to
immediately pursue the
full scope of OTC growth
opportunities


14
Growth: FXMarketSpace
Rapid volume growth
Growing customer base
Broad reach
OTC FX Market Trends
Largest OTC market -
$2 trillion/day
15% overall CAGR
1
Electronic
Centralized clearing
Algorithmic trading
Transparency/
anonymity
$0
$150
$300
$450
$600
$750
$900
$1,050
$1,200
$1,350
Apr-07
May-07
June-07
MTD
$331
$509
ADV
(notional value in millions, USD)
$1,071
Sources: [1] CAGRs
are for 2001-2004; Triennial BIS
surveys of FX markets, December 2004


15
Growth: Swapstream
Interest Rate  
Swaps
$150 Trillion
Outstanding
5-year CAGR of
28%
Trend towards
electronic trading
Cutting edge functionality  
Euro-denominated Swaps
Expanding to U.S. Dollar
products
Launching dealer-to-
client platform in May
Integration of
Swapstream platform
with Clearing360
Market data sourced from Bank for International Settlements


16
Growth: Transaction Processing
Energy
Metals
Soft Commodities
Transaction Processing
Customer Benefits
Scalable platforms
Advanced functionality
CME customer service
standards
Broad distribution/network
effects
Proven integration/ time-to-
market advantages
Increased profit potential
through CME scale
advantages
World’s largest energy
exchange
$51M -
2007 Revenue
[1]
10-yr exclusive agreement
Note:  [1] Based upon 2007 analyst consensus
Future opportunities in Asia, South America and possibly Europe


17
Valuable equity
Strong currency
Best strategic fit
Compelling long-term growth opportunities
Lower risk
Strong trading rights value/income potential
Commitment to hybrid trading model
Maintains pricing differential for members
Flexible and creative ERP solution
Cash dividend + minimum guarantee/payment
Upside: potentially +$1.25M** per ERP holder (beyond
guarantee)
$15M cap on litigation expenses removed
CME/CBOT Offer Responds to Your Concerns
**
Assumes CBOE value of $3.3B and CBOT full member with ERP entitled to equal share of value


The Best Combination
June 28, 2007