TMX Group Inc. Reports Results for First Quarter 2009



    
    -   Revenue of $135.8 million for Q1/09, up 21% over Q1/08
    -   Diluted EPS of 58 cents for Q1/09, up 18% over Q1/08
    -   Diluted EPS of 58 cents down 19% from Q1/08 adjusted diluted EPS
        prior to loss on termination of joint venture(*)
    -   Cash flows from operating activities in Q1/09 of $60.7 million, down
        10% versus Q1/08
    

    TORONTO, April 29 /CNW/ - TMX Group Inc. (TSX:X) announced results for
the first quarter ended March 31, 2009.
    Thomas Kloet, Chief Executive Officer of TMX Group said, "Our priorities
for growth remain clear despite the challenging global economic environment
thus far in 2009. We continued to make excellent progress on our key
initiatives during the first quarter, including the integration of the
Montréal Exchange within TMX Group, the enhancement of our Quantum and SOLA
trading and SOLA clearing platforms and the launch of new derivative products.
We remain committed to investing in our core business and new opportunities
while looking for ways to realize efficiencies."
    Michael Ptasznik, Chief Financial Officer of TMX Group said, "Despite the
impact of difficult market conditions in the first quarter, the benefits of
diversifying TMX Group are evident in our results. While issuer services and
equity trading revenue declined, some key areas of our business continued to
experience revenue growth over the first quarter of last year, including our
energy segment, as well as our market data and fixed income trading
operations."

    
    ----------------------------
    (*) See discussion under the heading "Non-GAAP Financial Measures".


    Summary of Financial Information

    (in millions of dollars, except per share amounts)

                                                               $           %
                                                        Increase/   Increase/
                                   Q1/09       Q1/08   (decrease)  (decrease)

    Revenue                      $ 135.8     $ 112.4     $  23.4         21%
    Operating expenses           $  69.8     $  45.0     $  24.8         55%
    Net income                   $  42.9     $  32.7     $  10.2         31%
    Earnings per share:
      Basic                      $  0.58     $  0.49     $  0.09         18%
      Diluted                    $  0.58     $  0.49     $  0.09         18%
    Cash flows from
     operating activities        $  60.7     $  67.6    ($   6.9)       (10%)
    

    Net income was $42.9 million or $0.58 per common share for Q1/09 (on both
a basic and diluted basis), compared with net income of $32.7 million, or
$0.49 per common share (on both a basic and diluted basis) for Q1/08,
representing an increase of 31%. In Q1/08, net income was reduced by $15.2
million, or 23 cents per common share (on a basic and diluted basis) due to a
payment to ISE Ventures, LLC (ISE Ventures) with respect to the termination of
our derivatives joint venture. Q1/09 EPS was lower than Q1/08 adjusted EPS
prior to loss on termination of joint venture(*) due to lower cash equity
trading and listing revenue, higher expenses and lower investment income,
partially offset by higher energy trading, fixed income trading and market
data revenue and the addition of earnings from MX and BOX.
    The following is a reconciliation of earnings per share to adjusted
earnings per share prior to a loss on termination of joint venture(*) in Q1/08:

    
    Reconciliation for Q1/09 and Q1/08

                                        Q1/09                   Q1/08
                                   Basic     Diluted       Basic     Diluted

    Earnings per share           $  0.58     $  0.58     $  0.49     $  0.49
    Adjustment related to
     loss on termination
     of joint venture                  -           -     $  0.23     $  0.23
                                ---------   ---------   ---------   ---------
    Adjusted earnings per
     share prior to loss
     on termination of
     joint venture(*)            $  0.58     $  0.58     $  0.72     $  0.72
                                ---------   ---------   ---------   ---------

    ----------------------------
    (*) See discussion under the heading "Non-GAAP Financial Measures".


    Select Segmented Financial Information

    (in millions of dollars)

                     Cash Markets    Derivatives
                   - Equities and      Markets     Energy Markets
    Q1/09            Fixed Income   - MX and BOX       - NGX          Total

    Revenue             $ 100.1        $  27.1        $   8.6        $ 135.8
    Net Income          $  36.3        $   3.5        $   3.1        $  42.9

    Q1/08
    Revenue             $ 105.7              -        $   6.7        $ 112.4
    Net Income          $  31.0              -        $   1.7        $  32.7
    

    On May 1, 2008, we completed our business combination with Montréal
Exchange Inc. (MX or Montréal Exchange) to create TMX Group, a leading,
integrated, multi-asset class exchange group. The results of MX and Boston
Options Exchange Group, LLC (BOX) are included in TMX Group's Q1/09 results
and not included in the comparative financial information.
    On August 29, 2008, MX acquired an additional 21.9% interest in BOX from
the Boston Stock Exchange, giving MX a majority ownership interest of 53.3%
in, and control of, BOX. Prior to the completion of this transaction, MX's
31.4% investment in BOX was accounted for under the equity method under which
our 31.4% of the earnings from BOX was reported as income from investment in
an affiliate. From August 29, 2008, the results of BOX have been fully
consolidated into TMX Group's consolidated results, with an adjustment made
for the non-controlling interests. In October 2008, as a result of a buy back
of units by BOX, MX's ownership increased to 53.8%.
    Certain comparative figures have been reclassified in order to conform
with the financial presentation adopted in the current year.

    
    Quarter Ended March 31, 2009 Compared with Quarter Ended March 31, 2008

    Revenue
    

    Revenue was $135.8 million for Q1/09, up $23.4 million, or 21% compared
with $112.4 million for Q1/08, reflecting $27.1 million in revenue related to
the business operations of MX and BOX and increased energy and fixed income
trading and market data revenue, somewhat offset by lower issuer services and
cash markets equity trading revenue.

    Issuer Services Revenue

    The following is a summary of issuer services revenue reported based on
initial and additional listing fee revenue reported, and issuer services
revenue based on initial and additional listing fees billed(*) (reconciled below
in this section) in Q1/09 and Q1/08.

    
    (in millions of dollars)

                                       Reported
                                                               $           %
                                                        increase/   increase/
                                   Q1/09       Q1/08   (decrease)  (decrease)

    Initial listing fees         $   4.2     $   3.9     $   0.3          8%
    Additional listing fees      $  13.7     $  12.2     $   1.5         12%
    Sustaining listing fees(xx)  $  13.7     $  17.2    ($   3.5)       (20%)
    Other issuer services        $   3.3     $   4.3    ($   1.0)       (23%)
                                ---------   ---------   ---------
    Total                        $  34.9     $  37.6    ($   2.7)        (7%)
                                ---------   ---------   ---------


                                       Billed(*)
                                                               $           %
                                                        increase/   increase/
                                   Q1/09       Q1/08   (decrease)  (decrease)

    Initial listing fees         $   2.0     $   6.4    ($   4.4)       (69%)
    Additional listing fees      $  17.0     $  19.4    ($   2.4)       (12%)
    Sustaining listing fees(xx)  $  13.7     $  17.2    ($   3.5)       (20%)
    Other issuer services        $   3.3     $   4.3    ($   1.0)       (23%)
                                ---------   ---------   ---------
    Total                        $  36.0     $  47.3    ($  11.3)       (24%)
                                ---------   ---------   ---------
    

    Initial and additional listing fees are non-refundable fees paid by
listed issuers for the listing or reserving of securities. These fees are
recorded as "deferred revenue - initial and additional listing fees" and
recognized on a straight-line basis over an estimated service period of ten
years.
    In the case of Toronto Stock Exchange, listed issuers are billed for
initial and additional listing fees, and with this system, there is a lag
between the time when securities are issued or reserved and the time when
these listing fees are paid by Toronto Stock Exchange listed issuers. For TSX
Venture Exchange issuers, fees are paid either prior to, or at the time of,
listing or reserving securities. The following is a reconciliation of initial
and additional listing fees billed(*) to initial and additional listing fees
reported:

    
    Initial Listing Fees (in millions of dollars)          Q1/09       Q1/08

    Initial listing fees billed(*)                       $   2.0     $   6.4
    Initial listing fees billed(*) and deferred
     to future periods                                  ($   1.9)   ($   6.3)
    Recognition of initial listing fees billed(*)
     and previously included in deferred revenue         $   4.1     $   3.8
                                                        ---------   ---------
    Initial listing fee revenue reported                 $   4.2     $   3.9
                                                        ---------   ---------

    Additional Listing Fees (in millions of dollars)       Q1/09       Q1/08

    Additional listing fees billed(*)                    $  17.0     $  19.4
    Additional listing fees billed(*) and deferred
     to future periods                                  ($  16.7)   ($  19.1)
    Recognition of additional listing fees billed(*)
     and previously included in deferred revenue         $  13.4     $  11.9
                                                        ---------   ---------
    Additional listing fee revenue reported              $  13.7     $  12.2
                                                        ---------   ---------

    -   Initial and additional listing fees reported increased in Q1/09
        compared with Q1/08, reflecting an increase in capital market
        activity during the period from April 1, 1999 to March 31, 2009
        compared with the period from April 1, 1998 to March 31, 2008.
        Initial and additional listing fees billed(*) decreased in Q1/09, as
        compared with Q1/08, due to a decrease in initial financings on both
        of our equity exchanges and a decrease in additional financings on
        TSX Venture Exchange, somewhat offset by an increase in additional
        financings on Toronto Stock Exchange. While there was an increase in
        these additional financings in Q1/09 compared with Q1/08, there were
        a larger number of high value transactions, where issuers paid the
        maximum additional listing fee in Q1/09 compared with Q1/08.

    -   Issuers listed on Toronto Stock Exchange and TSX Venture Exchange pay
        annual sustaining listing fees primarily based on their market
        capitalization at the end of the prior calendar year, subject to
        minimum and maximum fees. The decrease in sustaining listing fees was
        due to the overall lower market capitalization of listed issuers at
        the end of 2008 compared with the end of 2007, somewhat offset by
        price changes on Toronto Stock Exchange that were effective
        January 1, 2009.

    -   Other issuer services includes revenue of $3.0 million from The
        Equicom Group Inc. (Equicom) compared with $4.0 million in Q1/08,
        reflecting lower demand for investor relations services compared with
        Q1/08.

    -----------------------------
    (*)  See discussion under the heading "Non-GAAP Financial Measures".
    (xx) Sustaining listing fees billed, as shown in this table, represents
         the amount recognized for accounting purposes during the quarter.
         Sustaining listing fees are billed during the first quarter of the
         year, recorded as deferred revenue and amortized over the year on a
         straight-line basis.


    Trading, Clearing and Related Revenue(1)

    (in millions of dollars)

                                                               $           %
                                                        increase/   increase/
                                   Q1/09       Q1/08   (decrease)  (decrease)

    Cash markets:
    - Toronto Stock Exchange     $  20.0     $  24.2    ($   4.2)       (17%)
    - TSX Venture Exchange       $   4.6     $   8.0    ($   3.4)       (43%)
                                ---------   ---------   ---------
                                 $  24.6     $  32.2    ($   7.6)       (24%)
    - Shorcan                    $   4.0     $   3.2     $   0.8         25%
                                ---------   ---------   ---------
    Cash markets revenue         $  28.6     $  35.4    ($   6.8)       (19%)
    Derivatives markets revenue  $  21.8           -     $  21.8           -
    Energy markets revenue       $   8.5     $   6.6     $   1.9         29%
                                ---------   ---------   ---------
    Total                        $  58.9     $  42.0     $  16.9         40%
                                ---------   ---------   ---------

    --------------------------
    (1) The "Trading, Clearing and Related Revenue" section above contains
        certain forward-looking statements. Please refer to "Forward-Looking
        Information" for a discussion of risks and uncertainties related to
        such statements.


    Cash Markets

    -   Cash markets equity trading revenue from Toronto Stock Exchange
        decreased due to the impact of changes to our equity trading fee
        schedule which were effective January 1, 2009. The changes included
        increased credits to electronic liquidity providers (ELP), a
        reduction in the spread between active fees and passive credits, and
        the elimination of a premium fee on ETF transactions. The ongoing
        impact of these changes on actual cash markets equity trading revenue
        will depend on trading activity, patterns and product mix. This
        decrease was partially offset by an 18% increase in the volume of
        securities traded on Toronto Stock Exchange in Q1/09 over Q1/08
        (30.0 billion securities in Q1/09 versus 25.5 billion securities in
        Q1/08).

    -   Cash markets equity trading revenue from TSX Venture Exchange
        decreased due to a 30% decrease in the volume of securities traded in
        Q1/09 over Q1/08 (8.1 billion securities in Q1/09 versus 11.5 billion
        securities in Q1/08). The reduction was also due to the impact of
        product mix on active fees and passive credits.

    -   In October 2008, we indicated that based on historical trading
        activity, patterns and product mix, changes to the equity trading fee
        structure put into place effective January 1, 2009 could reduce
        trading revenue by approximately $11 to $14 million on an annual
        basis if offsetting benefits, including increased volumes, were not
        realized. During Q1/09, we experienced a change in trading patterns
        and mix which deviated from prior periods, with a higher portion of
        volumes coming from ETF trading and ELP market participants. These
        changes, together with the change in fee structure, led to a larger
        than anticipated cash markets equity trading revenue reduction.

    -   The increase in revenue from Shorcan primarily reflects an increase
        in trading of Government of Canada bonds and swaps in Q1/09 versus
        Q1/08.

    Derivatives Markets

    -   Derivatives markets revenue includes $21.8 million in trading and
        clearing revenue from MX and trading revenue from BOX.

    -   MX volumes decreased by 21% (8.1 million contracts traded in Q1/09
        versus 10.2 million contracts traded in Q1/08) reflecting reduced
        trading in both the BAX and CGB contracts, partially offset by an
        increase in equity derivatives trading.

    -   BOX volumes increased by 11% (45.7 million contracts in Q1/09 versus
        41.2 million contracts traded in Q1/08).

    Energy Markets

    -   The increase was due to the positive impact of the depreciation of
        the Canadian dollar against the U.S. dollar in Q1/09 compared with
        Q1/08 as well as pricing changes that were effective January 1, 2009.

    -   The increased revenue was also as a result of NGX having deferred
        less revenue in Q1/09, on a net basis, than in Q1/08 due to a reduced
        level of forward contracts.

    -   The increase was somewhat offset by a 5% decrease in the volumes of
        natural gas and electricity contracts traded or cleared on NGX over
        Q1/08 (3.5 million terajoules in Q1/09 versus 3.7 million terajoules
        in Q1/08). This excludes the Alberta Watt Exchange Limited (Watt-Ex)
        volumes.

    Market Data Revenue

    (in millions of dollars)

                                   Q1/09       Q1/08  $ increase  % increase

                                 $  38.0     $  29.1     $   8.9         31%

    -   Market data revenue included $4.6 million in revenue related to the
        business operations of MX and BOX. There were over 27,000 MX market
        data subscriptions at March 31, 2009 compared with over 28,000 at
        March 31, 2008.

    -   The increase was also due to the positive impact of the depreciation
        of the Canadian dollar against the U.S. dollar in Q1/09 compared with
        Q1/08 as well as pricing changes that were effective January 1, 2009.

    -   The increase in market data revenue was also attributable to higher
        data feed revenues, higher revenue from usage-based quotes and the
        introduction of co-location services.

    -   The increase was partially offset by a 7% decrease in the number of
        professional and equivalent real-time market data subscriptions to
        Toronto Stock Exchange and TSX Venture Exchange products (over
        153,000 professional and equivalent real-time market data
        subscriptions at March 31, 2009 versus over 164,000 at March 31,
        2008).

    Business Services and Other Revenue

    (in millions of dollars)

                                   Q1/09       Q1/08  $ increase  % increase

                                 $   4.0     $   3.6     $   0.4         11%

    -   Business services revenue includes $0.7 million in revenue related to
        the business operations of MX.

    -   Somewhat offsetting this increase, in Q1/08, Other revenue included
        gains on U.S. dollar receivables reflecting the positive impact of
        the depreciation of the Canadian dollar against the U.S. dollar.
    

    Operating Expenses(2)

    Operating expenses in Q1/09 were $69.8 million, an increase of $24.8
million, or 55%, as compared with $45.0 million in Q1/08. The increase was due
primarily to the inclusion of $21.4 million of expenses related to the
business operations of MX and BOX.
    Our combination with MX is anticipated to create value for our
shareholders through the realization of cost synergies. By the fourth quarter
of 2009, we expect to achieve $25.0 million of cost synergies on a run rate
basis when compared with the business plans of the separate organizations. As
part of our integration plan, our offices, data centres and certain corporate
support functions are being consolidated, and we will have eliminated 85
corporate support and operational positions, or approximately 10% of our
workforce, by the end of 2009. The rationalization of data centres will enable
customers to consolidate their connectivity networks and co-locate at one
location which should greatly reduce their technology and communication
expenditures. While we estimate that cost synergies related to the integration
with MX of approximately $1.0 million per month were realized on a run-rate
basis in Q1/09, we also continued to invest in new business and product
initiatives.

    
    ----------------------------
    (2) The "Operating Expenses" section above contains certain forward-
        looking statements. Please refer to "Forward-Looking Information" for
        a discussion of risks and uncertainties related to such statements.


    Compensation and Benefits

    (in millions of dollars)

                                   Q1/09       Q1/08  $ increase  % increase

                                 $  33.7     $  23.4     $  10.3         44%

    -   Compensation and benefits costs increased primarily due to the
        inclusion of $9.5 million in costs related to MX and BOX, of which
        $2.1 million represent organizational transition costs.

    -   There were 851 employees at March 31, 2009, which included 219 MX
        employees and 24 BOX employees, versus 606 at March 31, 2008.


    Information and Trading Systems

    (in millions of dollars)

                                   Q1/09       Q1/08  $ increase  % increase

                                 $  11.2     $   7.2     $   4.0         56%

    -   Information and trading systems costs included $1.8 million in costs
        related to MX and BOX.

    -   Information and trading systems costs also increased due to ongoing
        expenses related to NGX's initiative with IntercontinentalExchange,
        Inc. (ICE) which was launched in February 2008. In addition, there
        were higher costs associated with improvements to the TSX Quantum
        engine and gateway, storage requirements and the smart order router.

    General and Administration

    (in millions of dollars)

                                   Q1/09       Q1/08  $ increase  % increase

                                 $  17.3     $  10.2     $   7.1         70%

    -   General and administration costs included $5.7 million in costs
        related to MX and BOX.

    -   General and administration costs also increased as a result of higher
        fees paid to external advisors, higher occupancy fees and an increase
        in promotional costs.

    Amortization

    (in millions of dollars)

                                   Q1/09       Q1/08  $ increase  % increase

                                 $   7.7     $   4.2     $   3.5         83%

    -   Amortization costs increased reflecting amortization of $4.3 million
        related to MX and BOX, and increased amortization from intangible
        assets primarily related to TSX Quantum.

    -   The increase was somewhat offset by reduced amortization relating to
        assets that were fully depreciated by Q1/09.

    Income from Investment in Affiliate

    (in millions of dollars)

                                               Q1/09       Q1/08  $ increase

                                             $   0.1     $   0.1           -

    -   Income from investment in affiliate of $0.1 million represents TSX
        Inc.'s share of CanDeal.ca Inc.'s (CanDeal) income for Q1/09 based on
        a 47% interest in CanDeal, which is unchanged from Q1/08. CanDeal is
        an electronic trading system for the institutional debt market.

    Investment Income

    (in millions of dollars)

                                                               $           %
                                   Q1/09       Q1/08   (decrease)  (decrease)

                                 $   1.6     $   4.4    ($   2.8)       (64%)

    -   Investment income decreased due to a reduction in cash available for
        investment and lower overall returns on investments during Q1/09
        compared with Q1/08.

    -   Investment income includes $0.8 million earned by MX in Q1/09.

    Interest Expense

    (in millions of dollars)

                                   Q1/09       Q1/08  $ increase  % increase

                                 $   2.1           -     $   2.1           -

    -   Interest expense increased as a result of financing a portion of the
        purchase price of the business combination with MX. On April 30,
        2008, we borrowed $430.0 million in Canadian funds on a three-year
        term facility (Term Facility) related to financing the cash
        consideration of the purchase price for MX (see Long-term Debt).

    Mark to Market on Interest Rate Swaps - Gain (Loss)

    (in millions of dollars)

                                   Q1/09       Q1/08  $ increase  % increase

                                ($   0.9)          -    ($   0.9)          -

    -   We entered into a series of interest rate swap agreements to
        partially manage our exposure to interest rate fluctuations on the
        Term Facility, effective August 28, 2008 (see Long-term Debt).

    -   During Q1/09, unrealized gains of $0.9 million and realized losses of
        $1.8 million were reflected in net income, compared with no
        unrealized or realized gains/losses in Q1/08.

    Other Acquisition Related Expenses

    (in millions of dollars)

                                                                           $
                                               Q1/09       Q1/08   (decrease)

                                                   -     $  15.2    ($  15.2)

    -   In August 2007, TMX Group and ISE Ventures, LLC (ISE Ventures)
        announced the execution of a shareholders' agreement for CDEX Inc.
        (CDEX), which was created to operate DEX, a new Canadian derivatives
        exchange scheduled to begin operations in March 2009. In connection
        with the agreement to combine with MX, we provided ISE Ventures with
        a notice of a competing transaction as required under the terms of
        the CDEX shareholders' agreement, and subsequently paid ISE Ventures
        $15.2 million on April 1, 2008, which was accrued in Q1/08.

    Income Taxes(3)

    (in millions of dollars)

                                                               Effective
                                                              tax rate (%)
                                   Q1/09       Q1/08       Q1/09       Q1/08

                                 $  20.1     $  24.0         32%         42%

    -   The effective tax rate in Q1/09 was substantially lower than the
        effective tax rate of 42% for Q1/08 primarily due to the impact of
        paying $15.2 million to ISE Ventures in 2008, which was not deducted
        for income tax purposes.

    -   The effective tax rate for Q1/09 was also somewhat lower than that
        for Q1/08 due to a lower federal income tax rate. In addition, there
        was an increase in taxable income attributable to the province of
        Quebec in Q1/09, compared with Q1/08. In our case, this income is
        taxed at a lower effective tax rate in Quebec.

    -   In the 2009 Ontario budget, the government proposed new tax reforms,
        which, if enacted, would reduce the general corporate tax rate from
        14% in 2009 to 12% by July 1, 2010, with further reductions to 10% by
        July 1, 2013. Since these reforms were not substantively enacted
        during Q1/09, there was no impact on Income Taxes. If the legislation
        becomes substantively enacted, based on the future income tax asset
        as at March 31, 2009, we estimate there will be a reduction in the
        value of the future income tax asset of approximately $10.0 million
        and a corresponding increase in Income Taxes of $10.0 million. While
        this accounting adjustment will have no impact on cash flow, the
        decline in tax rates will reduce future taxes paid.

    ------------------------------
    (3) The "Income Taxes" section above contains certain forward-looking
        statements. Please refer to "Forward-Looking Information" for a
        discussion of risks and uncertainties related to such statements.
    

    Non-controlling Interests(4)

    Upon the acquisition of control of BOX on August 29, 2008, the results of
BOX were fully consolidated into our consolidated statements of income. MX now
has a 53.8% ownership interest in BOX. The non-controlling interests represent
the other BOX unitholders' share of BOX's income before taxes.

    Comprehensive Income

    As a result of our combination with MX on May 1, 2008, our consolidated
financial statements include Statements of Comprehensive Income not previously
included in our consolidated financial statements and accompanying notes for
the quarter ended March 31, 2008.

    Comprehensive Income was $48.5 million for Q1/09 and is comprised of Net
income of $42.9 million and Other comprehensive income of $5.6 million.

    Other comprehensive income includes the unrealized gain on the foreign
currency translation of BOX, a self-sustaining foreign operation, which
amounted to $5.6 million for Q1/09.

    Our Accumulated other comprehensive income of $29.7 million as at March
31, 2009 is included as a component of Shareholders' Equity.

    
    Liquidity and Capital Resources

    Cash, Cash Equivalents and Marketable Securities

    (in millions of dollars)

                                           March 31,  December 31,         $
                                             2009         2008     (decrease)

                                           $ 193.3      $ 198.7     ($   5.4)

    -   The decrease was due to a dividend payment of $0.38 per common share,
        or $28.3 million in aggregate, as well as to payments totalling
        $30.4 million relating to the repurchase of 1,000,000 common shares
        under our normal course issuer bid (NCIB) program in Q1/09.

    -   The decrease was also due to additions to intangible assets of
        $3.4 million and the payment of $3.2 million in dividends to non-
        controlling interests in BOX.

    -   The decrease was largely offset by cash generated from operating
        activities of $60.7 million.

    ------------------------
    (4) In October 2008, BOX repurchased some of its common shares thereby
        increasing MX's ownership interest from 53.3% to 53.8%.


    Total Assets

    (in millions of dollars)

                                          March 31,  December 31,          $
                                            2009         2008      (decrease)

                                         $ 3,268.8    $ 3,672.1   ($   403.3)

    -   Total assets decreased due to lower energy contracts receivable of
        $669.0 million at March 31, 2009 related to the clearing operations
        of NGX, compared with $976.4 million at the end of 2008. The lower
        level of receivables reflected lower natural gas prices at the end of
        March 2009 compared with the end of December 2008. As the clearing
        counterparty to every trade, NGX also carries offsetting liabilities
        in the form of energy contracts payable, which were $669.0 million at
        March 31, 2009 compared with $976.4 million at the end of 2008.

    -   The overall decrease was also due to lower MX daily settlements and
        cash deposits of $367.5 million as at March 31, 2009 related to MX's
        clearing operations, compared with $497.3 million at the end of 2008.
        MX also carried offsetting liabilities related to daily settlements
        and cash deposits which were $367.5 million at March 31, 2009. Daily
        settlements due from/to clearing members consist of amounts due
        from/to clearing members as a result of marking open futures
        positions to market and settling options transactions each day that
        are required to be collected from/paid to clearing members prior to
        the commencement of the next trading day.

    -   The overall decrease was partially offset by an increase in current
        assets related to the fair value of open energy contracts
        ($174.8 million as at March 31, 2009, compared with $155.3 million at
        December 31, 2008). NGX also carried offsetting liabilities related
        to the fair value of open energy contracts which were $174.8 million
        at March 31, 2009 compared with $155.3 million at December 31, 2008.

    Credit Facilities and Guarantee

    Long-term Debt

    (in millions of dollars)

                                           March 31,  December 31,         $
                                             2009         2008      increase

                                           $ 428.5      $ 428.3      $   0.2

    -   In connection with the combination with MX, we established the Term
        Facility with a syndicate of seven financial institutions. In
        addition, we also established a revolving three-year unsecured credit
        facility of $50.0 million with the same syndicate. We may draw on
        these facilities in Canadian dollars by way of prime rate loans
        and/or Bankers' Acceptances or in U.S. dollars by way of LIBOR loans
        and/or U.S. base rate loans. Currently, the TMX Group's acceptance
        fee or spread on the loan is 0.45%. On April 30, 2008, we borrowed
        $430.0 million in Canadian funds on the Term Facility to satisfy the
        cash consideration of the purchase price for MX.

    These credit facilities contain customary covenants, including a
requirement that TMX Group maintain:

        -   a maximum debt to adjusted EBITDA ratio of 3.5:1, where adjusted
            EBITDA means earnings on a consolidated basis before interest,
            taxes, depreciation and amortization, all determined in
            accordance with GAAP but adjusted to include initial and
            additional listing fees billed and to exclude initial and
            additional listing fees reported as revenue;

        -   a minimum consolidated net worth covenant based on a pre-
            determined formula; and

        -   a debt incurrence test whereby debt to adjusted EBITDA must not
            exceed 3.0:1.
    

    At March 31, 2009, all covenants were met.

    We entered into a series of interest rate swap agreements which took
effect on August 28, 2008 in order to partially manage our exposure to
interest rate fluctuations.

    Other Credit Facilities and Guarantee

    To backstop its clearing operations, NGX currently has a credit agreement
in place with a Canadian chartered bank which includes a US$100.0 million
clearing backstop fund. We are NGX's unsecured guarantor for this fund up to a
maximum of US$100.0 million.
    Canadian Derivatives Clearing Corporation (CDCC) has also arranged a
total of $30.0 million in revolving standby credit facilities with a Canadian
Schedule I bank to provide liquidity in the event of default by a clearing
member.
    These facilities have not been drawn upon at March 31, 2009.

    
    Shareholders' Equity

    (in millions of dollars)

                                           March 31,  December 31,         $
                                             2009         2008     (decrease)

                                           $ 785.4      $ 794.6     ($   9.2)

    -   On August 14, 2008, we received approval from Toronto Stock Exchange
        to repurchase up to 7,595,585 of our common shares pursuant to an
        NCIB. Shareholders' equity decreased partially due to the repurchase
        of shares in connection with our NCIB. In Q1/09 we repurchased for
        cancellation 1,000,000 shares for $30.4 million pursuant to two
        private agreements between TMX Group and an arm's length third-party
        seller. These common shares were cancelled and are included in
        calculating the number of common shares we may repurchase under our
        NCIB. As of March 31, 2009, 3,513,525 common shares remain available
        for repurchase under the NCIB.

    -   In addition, we paid $28.3 million in dividends during Q1/09.

    -   The decrease was partially offset by net income of $42.9 million.

    -   We obtained conditional approval from Toronto Stock Exchange to issue
        up to 1.5 million common shares to satisfy a portion of the purchase
        price payable for NetThruPut Inc. (NTP) to Enbridge Inc. and Circuit
        Technology Limited. On April 1, 2009, we exercised our option to
        acquire NTP. We expect to acquire NTP on May 1, 2009, subject to
        customary closing conditions, at a purchase price, excluding costs,
        of approximately $52.2 million, subject to working capital
        adjustments, to be satisfied in cash of approximately $22.6 million
        and the issuance of approximately 880,000 TMX Group common shares.

    -   At March 31, 2009, there were 73,408,412 common shares issued and
        outstanding. In Q1/09, 4,835 common shares were issued on the
        exercise of share options. At March 31, 2009, 4,247,461 common shares
        were reserved for issuance upon the exercise of options granted under
        the share option plan. At March 31, 2009, there were 1,606,420
        options outstanding.

    -   At April 27, 2009, there were 73,408,412 common shares issued and
        outstanding and 1,605,440 options outstanding under the share option
        plan.

    Cash Flows from Operating Activities

    (in millions of dollars)

                                                                   (Decrease)
                                               Q1/09       Q1/08     in cash

    Cash Flows from Operating Activities     $  60.7     $  67.6    ($   6.9)


    Cash Flows from Operating Activities were $6.9 million lower in Q1/09
compared with Q1/08 due to:

    (in millions of dollars)

                                                                    Increase/
                                                                   (decrease)
                                               Q1/09       Q1/08     in cash

    Net income                               $  42.9     $  32.7     $  10.2
    Amortization                             $   7.7     $   4.2     $   3.5
    Unrealized (gain)/loss on marketable
     securities                              $   0.6    ($   0.8)    $   1.4
    (Decrease) in future income tax
     liabilities                            ($   0.9)   ($   0.4)   ($   0.5)
    Unrealized (gain) on interest
     rate swaps                             ($   0.9)          -    ($   0.9)
    (Increase) in accounts receivable
     and prepaid expenses                   ($  15.8)   ($   9.7)   ($   6.1)
    (Increase)/decrease in other assets      $   0.4    ($   0.8)    $   1.2
    Net (decrease)/increase in accounts
     payable and accrued liabilities        ($   7.6)   ($  13.9)    $   6.3
    Increase in deferred revenue             $  46.4     $  67.3    ($  20.9)
    Net increase/(decrease) in income
     taxes payable                          ($  14.7)   ($  11.3)   ($   3.4)
    Net increase in other items              $   2.6     $   0.3     $   2.3
                                            ---------   ---------   ---------
    Cash Flows from Operating Activities     $  60.7     $  67.6    ($   6.9)
                                            ---------   ---------   ---------


    Cash Flows from (used in) Financing Activities

    (in millions of dollars)

                                                                   (Decrease)
                                               Q1/09       Q1/08     in cash

    Cash Flows from (used in) Financing
     Activities                             ($  61.6)   ($  19.5)   ($  42.1)


    Cash Flows used in Financing Activities were $42.1 million higher in Q1/09
compared with Q1/08 due to:

    (in millions of dollars)

                                                                    Increase/
                                                                   (decrease)
                                               Q1/09       Q1/08     in cash

    Dividends paid on common shares         ($  28.3)   ($  25.2)   ($   3.1)
    Repurchase of common shares under NCIB  ($  30.4)          -    ($  30.4)
    Dividend paid to BOX non-controlling
     interests                              ($   3.2)          -    ($   3.2)
    Proceeds from exercised options                -     $   5.7    ($   5.7)
    Net increase in other items              $   0.3           -     $   0.3
                                            ---------   ---------   ---------
    Cash Flows from (used in) Financing
     Activities                             ($  61.6)   ($  19.5)   ($  42.1)
                                            ---------   ---------   ---------


    Cash Flows from (used in) Investing Activities

    (in millions of dollars)

                                                                    Increase
                                               Q1/09       Q1/08     in cash

    Cash Flows from (used in) Investing
     Activities                             ($  23.2)   ($  37.9)    $  14.7


    Cash Flows (used in) Investing Activities were $14.7 million lower in
Q1/09 compared with Q1/08 due to:

    (in millions of dollars)

                                                                    Increase/
                                                                   (decrease)
                                               Q1/09       Q1/08     in cash

    Capital expenditures primarily
     related to technology investments
     and leasehold improvements             ($   0.4)   ($   1.4)    $   1.0
    Additions to intangible assets
     including TSX Quantum and SOLA
     internal development costs             ($   3.4)   ($   1.4)   ($   2.0)
    Net purchase of marketable securities   ($  18.7)   ($  35.1)    $  16.4
    Net increase in other items             ($   0.7)          -    ($   0.7)
                                            ---------   ---------   ---------
    Cash Flows from (used in) Investing
     Activities                             ($  23.2)   ($  37.9)    $  14.7
                                            ---------   ---------   ---------
    

    Financial Statements Governance Practice

    The Finance & Audit Committee of the Board of Directors of TMX Group Inc.
reviewed this press release as well as the Q1/09 unaudited consolidated
financial statements and related Management's Discussion and Analysis (MD&A),
and recommended they be approved by the Board of Directors. Following review
by the full Board, the financial statements, MD&A and the contents of this
press release were approved.

    Consolidated Financial Statements

    TMX Group's Q1/09 unaudited consolidated financial statements have been
prepared in accordance with Canadian generally accepted accounting principles
(GAAP) and are reported in Canadian dollars. The financial information in this
press release is in Canadian dollars unless otherwise indicated and is based
on financial statements prepared in accordance with Canadian GAAP, unless
otherwise noted.
    TMX Group expects to file its Q1/09 unaudited consolidated financial
statements and MD&A with Canadian securities regulators today, after which
time the statements and related MD&A may be accessed through www.sedar.com, or
on the TMX Group website at www.tsx.com. We are not incorporating information
contained on the website in this press release. In addition, copies of these
documents will be available upon request, at no cost, by contacting TMX Group
Investor Relations by phone at (416) 947-4277 or by e-mail at
shareholder@tsx.com.

    Non-GAAP Financial Measures

    Toronto Stock Exchange customers are billed for initial and additional
listing fees, and with this system, there is a lag between the time when
securities are issued or reserved and the time when these listing fees are
paid by Toronto Stock Exchange listed issuers. For TSX Venture Exchange
issuers, fees are paid either prior to, or at the time of, listing or
reserving securities. In order to reflect these activities, we have adopted
the terms "issuer services fees billed", "initial listing fees billed" and
"additional listing fees billed".
    Certain measures used in this press release, specifically "initial
listing fees billed", "additional listing fees billed" and "issuer services
revenue based on initial and additional listing fees billed" do not have
standardized meanings prescribed by Canadian GAAP and therefore are unlikely
to be comparable to similar measures presented by other issuers. We present
these non-GAAP revenue measures as an indication of how initial and additional
listing activity and the fees billed or received in connection with the
listing or reserving of securities impact the financial performance and cash
flows of our business. Management uses these measures to assess the
effectiveness of our strategy to serve our listed issuers and to manage the
listings portion of our business.
    We present "adjusted earnings per share prior to loss on termination of
joint venture" as an indication of operating performance exclusive of the
payment made on April 1, 2008 to ISE Ventures, a wholly-owned subsidiary of
International Securities Exchange Holdings, Inc., related to terminating DEX,
our proposed derivatives joint venture. This measure does not have a
standardized meaning prescribed by Canadian GAAP and therefore is unlikely to
be comparable to similar measures presented by other issuers. Management
believes this measure allows it to assess operating performance excluding the
type of payment made to ISE Ventures.

    Forward-Looking Information

    This press release contains "forward-looking information" (as defined in
applicable Canadian securities legislation) that is based on expectations,
estimates and projections as of the date of this press release. Often, but not
always, such forward-looking information can be identified by the use of
forward-looking words such as "plans", "expects", "is expected", "budget",
"scheduled", "targeted", "estimates", "forecasts", "intends", "anticipates",
"believes", or variations or the negatives of such words and phrases or
statements that certain actions, events or results "may", "could", "would",
"might" or "will" be taken, occur or be achieved or not be taken, occur or be
achieved. Forward-looking information involves known and unknown risks,
uncertainties and other factors which may cause the actual results,
performance or achievements of TMX Group to be materially different from any
future results, performance or achievements expressed or implied by the
forward-looking information in this press release.
    Examples of such forward-looking information in this press release
include, but are not limited to factors relating to stock, derivatives energy
exchanges and clearing houses and the business, financial position, operations
and prospects of TMX Group, including the creation (through the combination
with MX) of opportunities to create cost and revenue synergies, which are
subject to significant risks and uncertainties, including competition from
other exchanges or marketplaces, including alternative trading systems and new
technologies, on a national and international basis; dependence on the economy
of Canada; adverse effects on our results caused by global economic
uncertainties; failure to retain and attract qualified personnel; geopolitical
and other factors which could cause business interruption; dependence on
information technology; vulnerability of our networks and third party service
providers to security risks; failure to implement our strategies; regulatory
constraints; risks of litigation; dependence on adequate numbers of customers;
failure to develop or gain acceptance of new products; adverse effect of new
business activities; not being able to meet cash requirements because of our
holding company structure and restrictions on paying dividends; dependence and
restrictions imposed by licenses and other arrangements; dependence of trading
operations on a small number of clients; new technologies making it easier to
disseminate our information; risks associated with NGX's and CDCC's clearing
operations; challenges related to international expansion; restrictions on
ownership of TMX Group shares; inability to protect our intellectual property;
dependence on third party suppliers; adverse effect of a systemic market event
on our derivatives business; risks associated with the credit of customers;
cost structures being largely fixed; risks associated with integrating the
operations, systems, and personnel of MX within TMX Group; dependence on
market activity that cannot be controlled; and the risk that the cost savings,
anticipated revenues from new product development; growth prospects and any
other synergies expected to result from the combination with MX may not be
fully realized or may take longer to materialize than expected. Actual results
and developments are likely to differ, and may differ materially, from those
expressed or implied by the forward-looking information contained in this
press release.
    Such forward-looking information is based on a number of assumptions
which may prove to be incorrect, including, but not limited to, assumptions in
connection with the ability of TMX Group to successfully compete against
global exchanges; the accuracy, timing and ability to realize the projected
synergies in respect of expected cash flows, cost savings and profitability,
which will be dependent on, but not limited to, such factors as optimizing
technology and data centres, reducing corporate costs and rationalizing
premises (cost synergies are presented in this press release to provide one
strategic rationale to support the benefits of the combination with MX and
these estimated cost synergies should not be relied on for any other purpose);
business and economic conditions generally; exchange rates (including
estimates of the U.S. dollar - Canadian dollar exchange rate), the level of
trading and activity on markets, and particularly the level of trading in TMX
Group's key products; the continued availability of financing on appropriate
terms for future projects; productivity at TMX Group, as well as that of TMX
Group's competitors; market competition; research & development activities;
the successful introduction of new derivatives and equity products; tax
benefits/changes; the impact on TMX Group and its customers of various
regulations; TMX Group's ongoing relations with its employees; and the extent
of any labour, equipment or other disruptions at any of its operations of any
significance other than any planned maintenance or similar shutdowns.
    While we anticipate that subsequent events and developments may cause our
views to change, we have no intention to update this forward-looking
information, except as required by applicable securities law. This
forward-looking information should not be relied upon as representing our
views as of any date subsequent to the date of this press release. We have
attempted to identify important factors that could cause actual actions,
events or results to differ materially from those current expectations
described in forward-looking information. However, there may be other factors
that cause actions, events or results not to be as anticipated, estimated or
intended and that could cause actual actions, events or results to differ
materially from current expectations. There can be no assurance that
forward-looking information will prove to be accurate, as actual results and
future events could differ materially from those anticipated in such
statements. Accordingly, readers should not place undue reliance on
forward-looking information. These factors are not intended to represent a
complete list of the factors that could affect us. A description of the
above-mentioned items is contained in our 2008 Annual MD&A under the heading
Risks and Uncertainties; which risk factors are specifically incorporated by
reference.

    About TMX Group Inc.

    TMX Group's key subsidiaries operate cash and derivative markets for
multiple asset classes including equities, fixed income and energy. Toronto
Stock Exchange, TSX Venture Exchange, Montreal Exchange, Natural Gas Exchange,
Boston Options Exchange (BOX), Shorcan, Equicom and other TMX Group companies
provide trading markets, clearing facilities, data products and other services
to the global financial community. TMX Group is headquartered in Toronto with
offices in Montreal, Calgary and Vancouver. For more information about TMX
Group, visit our website at www.tsx.com.

    
    Teleconference/Audio Webcast

    TMX Group will host a teleconference/audio webcast to discuss the
financial results for first quarter 2009.

    Time: 12:30 p.m. - 1:30 p.m. EDST on Wednesday, April 29, 2009.

    To teleconference participants: Please call the following number at least
15 minutes prior to the start of the event.

    Teleconference Number:   416-644-3419 or 1-800-732-9307

    AudioWebcast:            www.tsx.com, under Investor Relations

    Audio Replay:            416-640-1917 and 1-877-289-8525
                             The passcode for the replay is 21302450 followed
                             by the number sign.



    TMX GROUP INC.
    Interim Consolidated Balance Sheets
    (In thousands of dollars)
    (Unaudited)

    -------------------------------------------------------------------------
                                                      March 31,  December 31,
                                                          2009          2008
                                                                    (audited)
    -------------------------------------------------------------------------
    Assets
    Current assets:
      Cash and cash equivalents                    $    78,980   $   102,442
      Marketable securities                            114,366        96,251
      Restricted cash                                    1,221         1,454
      Accounts receivable                               79,624        63,722
      Energy contracts receivable                      669,017       976,431
      Fair value of open energy contracts              174,783       155,331
      Daily settlements and cash deposits              367,538       497,312
      Prepaid expenses                                   9,201         9,050
      Income taxes recoverable                           1,136             -
      Future income tax assets                          33,944        34,030
      -----------------------------------------------------------------------
                                                     1,529,810     1,936,023
    Premises and equipment                              24,993        27,505
    Future income tax assets                           133,959       132,499
    Other assets                                        20,726        21,105
    Investment in affiliate                             12,495        12,424
    Intangible assets                                  891,879       891,976
    Goodwill                                           654,906       650,554
    -------------------------------------------------------------------------
    Total Assets                                   $ 3,268,768   $ 3,672,086
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------

    Liabilities and Shareholders' Equity
    Current liabilities:
      Accounts payable and accrued liabilities     $    46,686   $    59,528
      Energy contracts payable                         669,017       976,431
      Fair value of open energy contracts              174,783       155,331
      Daily settlements and cash deposits              367,538       497,312
      Deferred revenue                                  57,450        12,353
      Deferred revenue - initial and additional
       listing fees                                     70,980        69,540
      Fair value of interest rate swaps                  1,254         1,787
      Income taxes payable                                   -        13,522
      -----------------------------------------------------------------------
                                                     1,387,708     1,785,804
    Accrued employee benefits payable                   13,063        12,916
    Future income tax liabilities                      221,869       221,101
    Other liabilities                                   21,802        17,265
    Deferred revenue                                       884           718
    Deferred revenue - initial and additional
     listing fees                                      383,008       383,315
    Fair value of interest rate swaps                   10,296        10,690
    Term loan                                          428,462       428,278
    -------------------------------------------------------------------------
    Total Liabilities                                2,467,092     2,860,087

    Non-controlling Interests                           16,308        17,370

    Shareholders' Equity:
      Share capital                                  1,069,893     1,084,399
      Share option plan                                  6,818         5,969
      Deficit                                         (321,060)     (319,843)
      Accumulated other comprehensive income            29,717        24,104
      -----------------------------------------------------------------------
    Total Shareholders' Equity                         785,368       794,629
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    Total Liabilities and Shareholders' Equity     $ 3,268,768   $ 3,672,086
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------



    TMX GROUP INC.
    Interim Consolidated Statements of Income
    (In thousands of dollars, except per share amounts)
    (Unaudited)

    -------------------------------------------------------------------------
                                                          Three months ended
                                                                    March 31,
                                                          2009          2008
    -------------------------------------------------------------------------
    Revenue:
      Issuer services                              $    34,937   $    37,639
      Trading, clearing and related                     58,933        42,024
      Market data                                       37,956        29,120
      Business services and other                        3,983         3,570
    -------------------------------------------------------------------------
      Total revenue                                    135,809       112,353

    Expenses:
      Compensation and benefits                         33,651        23,411
      Information and trading systems                   11,155         7,158
      General and administration                        17,278        10,240
      Amortization                                       7,729         4,194
    -------------------------------------------------------------------------
      Total operating expenses                          69,813        45,003
    -------------------------------------------------------------------------

    Income from operations                              65,996        67,350

    Income from investment in affiliate                     71           131
    Investment income                                    1,570         4,446
    Interest expense                                    (2,081)           (3)
    Mark to market on interest rate swaps                 (916)            -
    Other acquisition related expenses                       -       (15,152)
    -------------------------------------------------------------------------

    Income before income taxes                          64,640        56,772

    Income taxes                                        20,149        24,026

    -------------------------------------------------------------------------
    Net income before non-controlling interests         44,491        32,746

    Non-controlling interests                            1,573             -

    -------------------------------------------------------------------------
    Net income                                     $    42,918   $    32,746
    -------------------------------------------------------------------------

    Earnings per share :
      Basic                                        $      0.58   $      0.49
      Diluted                                      $      0.58   $      0.49

    Share information:
      Weighted average number of common
       shares outstanding                           73,922,505    66,294,636
      Diluted weighted average number of
       common shares outstanding                    74,089,541    66,576,449
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------



    TMX GROUP INC.
    Interim Consolidated Statements of Comprehensive Income
    (In thousands of dollars)
    (Unaudited)

    -------------------------------------------------------------------------
                                                          Three months ended
                                                                    March 31,
                                                          2009          2008
    -------------------------------------------------------------------------

    Net income                                     $    42,918   $    32,746

    Other comprehensive income
      Unrealized gain on translating financial
       statements of self-sustaining foreign
       operations                                        5,613             -

    -------------------------------------------------------------------------
    Comprehensive income                           $    48,531   $    32,746
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------



    TMX GROUP INC.
    Interim Consolidated Statements of Changes in Shareholders' Equity
    (In thousands of dollars)
    (Unaudited)

    -------------------------------------------------------------------------
                                                          Three months ended
                                                                    March 31,
                                                          2009          2008
    -------------------------------------------------------------------------

    Common shares:
      Balance, beginning of period                 $ 1,084,399   $   379,370
      Proceeds from options exercised                       31         5,729
      Cost of exercised options                             38         1,427
      Purchased under normal course issuer bid         (14,575)            -
    -------------------------------------------------------------------------
      Balance, end of period                         1,069,893       386,526

    Share option plan:
      Balance, beginning of period                       5,969         5,060
      Cost of exercised options                            (38)       (1,427)
      Cost of share option plan                            887           446
    -------------------------------------------------------------------------
      Balance, end of period                             6,818         4,079

    Deficit:
      Balance, beginning of period                    (319,843)     (212,520)
      Net income                                        42,918        32,746
      Dividends on common shares                       (28,275)      (25,188)
      Shares purchased under normal course
       issuer bid                                      (15,860)            -
    -------------------------------------------------------------------------
      Balance, end of period                          (321,060)     (204,962)

    Accumulated other comprehensive income:
      Balance, beginning of period                      24,104             -
      Unrealized gain on translating financial
       statements of self-sustaining foreign
       operations                                        5,613             -
      -----------------------------------------------------------------------
      Balance, end of period                            29,717             -

    -------------------------------------------------------------------------
    Shareholders' equity, end of period            $   785,368   $   185,643
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------



    TMX GROUP INC.
    Interim Consolidated Statements of Cash Flows
    (In thousands of dollars)
    (Unaudited)

    -------------------------------------------------------------------------
                                                          Three months ended
                                                                    March 31,
                                                          2009          2008
    -------------------------------------------------------------------------
    Cash flows from (used in) operating
     activities:
      Net income                                   $    42,918   $    32,746
      Adjustments to determine net cash flows:
        Amortization                                     7,729         4,194
        Unrealized loss (gain) on marketable
         securities                                        630          (802)
        (Income) from investment in affiliate              (71)         (131)
        Cost of share option plan                          887           446
        Amortized financing fees                           184             -
        Non-controlling interest                         1,573             -
        Unrealized (gain) on interest rate swaps          (928)            -
        Unrealized foreign exchange (gain)                 (36)            -
        Future income taxes                               (944)         (393)
        Accounts receivable and prepaid expenses       (15,772)       (9,704)
        Other assets                                       379          (802)
        Accounts payable and accrued liabilities       (12,286)       (5,860)
        Long-term accrued and other liabilities          4,684        (8,089)
        Deferred revenue                                46,396        67,338
        Income taxes                                   (14,658)      (11,330)
    -------------------------------------------------------------------------
                                                        60,685        67,613
    Cash flows from (used in) financing activities:

        Restricted cash                                    233             -
        Proceeds from exercised options                     31         5,729
        Dividends on common shares                     (28,275)      (25,188)
        Shares purchased under normal course
         issuer bid                                    (30,435)            -
        Dividend paid to non-controlling interests      (3,193)            -
    -------------------------------------------------------------------------
                                                       (61,639)      (19,459)
    Cash flows from (used in) investing activities:
       Additions to premises and equipment                (386)       (1,359)
       Additions to intangible assets                   (3,406)       (1,397)
       Marketable securities                           (18,745)      (35,122)
       Cost of acquisitions, net of cash acquired         (647)            -
    -------------------------------------------------------------------------
                                                       (23,184)      (37,878)

       Unrealized foreign exchange gain on cash and
        cash equivalents held in foreign subsidiaries      676             -
    -------------------------------------------------------------------------

    (Decrease) increase in cash and cash
     equivalents                                       (23,462)       10,276

    Cash and cash equivalents, beginning of period     102,442        53,398
    -------------------------------------------------------------------------
    Cash and cash equivalents, end of period       $    78,980   $    63,674
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------

    -------------------------------------------------------------------------
    Supplemental cash flow information:
      Interest paid                                $     1,795   $         3
      Interest received                            $     2,169   $     3,612
      Income taxes paid                            $    36,178   $    35,956
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------



    TMX GROUP INC.

    Market Statistics(*)

    (Unaudited)
    -------------------------------------------------------------------------
                                                          Three months ended
                                                                    March 31
    -------------------------------------------------------------------------
                                                          2009          2008
    -------------------------------------------------------------------------

    Toronto Stock Exchange:
      Volume (millions)                               30,032.2      25,526.8
      Value ($ billions)                                 345.9         473.1
      Transactions (000s)                             51,924.8      41,279.9
      Issuers Listed                                     1,541         1,612

      New Issuers Listed:                                   15            46
        Number of Initial Public Offerings                   8            21
        Number of graduates from TSX Venture/NEX             4            17
      New Equity Financing: ($ millions)              11,852.1       8,875.3
        Initial Public Offering Financings
         ($ millions)                                    281.1         497.9
        Secondary Offering Financings(1)
         ($ millions)                                  6,774.4       6,649.6
        Supplementary Financings ($ millions)          4,796.6       1,727.8
      Market Cap of Issuers Listed ($ billions)        1,266.0       1,991.1
      S&P/TSX Composite Index(2) Close                 8,720.4      13,350.1

    TSX Venture Exchange:(3)
      Volume (millions)                                8,069.4      11,477.9
      Value ($ millions)                               1,774.2       7,780.6
      Transactions (000s)                                799.5       1,732.9
      Issuers Listed                                     2,449         2,381

      New Issuers Listed                                    24            73
      New Equity Financing: ($ millions)                 531.4       1,510.3
        Initial Public Offering Financings
         ($ millions)                                      7.4          68.0
        Secondary Offering Financings(1)
         ($ millions)                                    524.0       1,442.3
      Market Cap of Issuers Listed: ($ billions)          20.9          51.4
      S&P/TSX Venture Composite Index(2)Close            956.8       2,517.6

    Toronto Stock Exchange and TSX Venture Exchange:
      Professional and Equivalent Real-time Data
       Subscriptions
    Toronto Stock Exchange and TSX Venture Exchange:

      Professional and Equivalent Real-time Data
       Subscriptions                                   153,515       164,819


    -------------------------------------------------------------------------
                                                          Three months ended
                                                                    March 31
    -------------------------------------------------------------------------
                                                          2009          2008
    -------------------------------------------------------------------------

    Montreal Exchange:
      Volume (Contracts) (000s)                        8,059.7      10,210.5
      Open Interest (Contracts) (000s) as at
       March 31                                        2,250.3       2,355.9

      Data Subscriptions as at March 31                 27,237        28,489

    Boston Options Exchange:
      Volume (Contracts) (000s)                       45,700.2      41,208.5

    (1) Secondary Offering Financings includes prospectus offerings on both a
        treasury and secondary basis.
    (2) S&P is a trade-mark owned by The McGraw-Hill Companies, Inc. and is
        used under license.
    (3) TSX Venture Exchange market statistics do not include data for debt
        securities. 'New Issuers Listed' and 'S&P/TSX Venture Composite Index
        Close' statistics exclude data for issuers on NEX. All other TSX
        Venture Exchange market statistics include data for issuers on NEX,
        which is a board that was established on August 18, 2003 for issuers
        that have fallen below TSX Venture's listing standards (165 issuers
        at March 31, 2008 and 180 issuers at March 31, 2009).
    (*) Certain comparative figures have been restated.



    SUPPLEMENTARY INFORMATION ON DEFERRED REVENUE - INITIAL AND ADDITIONAL
    LISTING FEES(1)
    As at March 31, 2009
    Unaudited

    (in millions of dollars)
    -------------------------------------------------------------------------

    Future amortization of deferred revenue - initial and additional listing
    fees

    -------------------------------------------------------------------------
                     Q1           Q2           Q3           Q4    Total Year
    -------------------------------------------------------------------------
    2009                        17.9         17.8         17.7          53.4
    2010           17.6         17.4         17.3         17.1          69.4
    2011           17.0         16.8         16.6         16.4          66.8
    2012           16.2         15.8         15.5         15.2          62.6
    2013           14.9         14.6         14.2         13.7          57.4
    2014           13.2         12.6         12.2         11.6          49.5
    2015           11.0         10.4          9.8          9.4          40.6
    2016            8.8          8.0          7.2          6.5          30.5
    2017            5.8          4.8          3.9          3.1          17.6
    2018            2.4          1.8          1.1          0.7           6.0
    2019            0.2                                                  0.2

    Total deferred revenue - initial and additional listing fees     $ 454.0

    Note: only includes initial and additional listing fees billed up to
          March 31, 2009 (and is calculated based on an estimated service
           period of ten years)

    (1) Please refer to Forward-Looking Information.
    





For further information:

For further information: Carolyn Quick, Director, Corporate
Communications, TMX Group, Office: (416) 947-4597, E-Mail:
carolyn.quick@tsx.com; Paul Malcolmson, Director, Investor and Government
Relations, TMX Group, Office: (416) 947-4317, E-Mail: paul.malcolmson@tsx.com


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