TMX Group Inc. Reports Results for Fourth Quarter and Year End 2009

    
        -  Record revenue of $153.0 million for Q4/09
        -  Record revenue of $556.3 million for 2009
        -  Q4/09 diluted loss per share of $0.36 after non-cash goodwill
           impairment charge and income tax charge related to reduction in
           value of future tax assets and liabilities
        -  Adjusted diluted EPS in Q4/09 of 82 cents, up 26% over Q4/08(xx)
        -  Full year 2009 diluted EPS of $1.41 after non-cash goodwill
           impairment charge and income tax charge related to reduction in
           value of future tax assets and liabilities
        -  Full year 2009 adjusted diluted EPS of $2.59, down 3%
           over 2008(xx)
    

TORONTO, Feb. 10 /CNW/ - TMX Group Inc. (TSX:X) announced results for the fourth quarter and year ended December 31, 2009.

Commenting on the past year, Thomas Kloet, Chief Executive Officer of TMX Group noted: "In 2009, we advanced our goal of diversifying our product and revenue mix, successfully completed the integration of the Montréal Exchange and strengthened our energy portfolio with the acquisition and integration of NetThruPut's crude oil business into NGX. We further expanded our geographic reach with the acquisition of 19.9% of EDX London Limited. In addition, we were extremely pleased with the record level of total financings and trading volumes achieved on our equity markets in 2009, a potential indication of broader market recovery from the economic downturn."

In 2009, TMX Group executed several critical initiatives, Mr. Kloet stated: "We introduced our smart order router solution in 2009, providing a simple and streamlined solution for participants who must now operate in a multiple marketplace environment. On the trading technology front, we transitioned TSX Venture Exchange symbols to the TSX Quantum trading engine and implemented our new TSX Quantum Order Entry Gateway. We continued to showcase our leadership in the derivatives space and successfully launched the SOLA Clearing system, which enhances our position as we develop the infrastructure for OTC derivatives clearing in Canada and completed the migration of the derivative businesses of EDX London Limited and Oslo Bors to the SOLA Trading Platform."

Looking ahead, Mr. Kloet commented: "TMX Group operates in an increasingly competitive market. The reduction in trading fees announced last week enhances our competitive position and should contribute to the growth of the market overall. Our strategic focus remains clear, to compete and win across all of our business lines and to continue to expand our business and our offerings in key growth areas both domestically and internationally."

Michael Ptasznik, Chief Financial Officer of TMX Group added: "Increased revenue from issuer services, trading and market data, along with the revenue from licensing our SOLA technology, drove a sequential increase in income from operations in the fourth quarter. While we were required to take a non-cash goodwill write down of $77.3 million on our investment in BOX, due in part to a decline in the levels of activity on BOX in the highly competitive U.S. equity options market, we are optimistic that recent changes in pricing and management of the business will help build BOX's liquidity in this market."

    
    Summary of Financial Information

    (in millions of dollars, except per share amounts)

                                                            $           %
                                                        Increase/   Increase/
                                   Q4/09       Q4/08   (decrease)  (decrease)

    Revenue                      $ 153.0     $ 151.1     $   1.9          1%
    Operating expenses           $  67.6     $  65.6     $   2.0          3%
    Net income/(loss)           ($  26.8)    $  49.0    ($  75.8)      (155%)
    Earnings/(loss) per share:
      Basic                     ($  0.36)    $  0.65    ($  1.01)      (155%)
      Diluted                   ($  0.36)    $  0.65    ($  1.01)      (155%)
    Cash flows from operating
     activities                  $  56.5     $  60.8    ($   4.3)        (7%)
    

Net loss was $26.8 million, or $0.36 per common share for Q4/09 on both a basic and diluted basis, compared with net income of $49.0 million, or $0.65 per common share on both a basic and diluted basis for Q4/08, representing a decrease of 155% in net income. Net income for Q4/09 was reduced by the non-cash goodwill impairment charge of $77.3 million, or $1.04 per common share on a basic and diluted basis, related to Boston Options Exchange Group LLC, or BOX. Net income for Q4/09 was also reduced by income tax charges related to changes in Ontario corporate income tax rates, which reduced the value of future tax assets and liabilities. These changes will reduce corporate tax rates in future years. This tax adjustment also had no impact on cash flows and resulted in a reduction in net income for Q4/09 of $10.4 million, or 14 cents per common share (on both a basic and diluted basis).

Adjusted net income(xx) for Q4/09 of $60.9 million, or adjusted EPS(xx) of $0.82 per common share on a basic and diluted basis, was higher than adjusted net income of $49.0 million, or EPS of $0.65 per common share on a basic and diluted basis for Q4/08, due to higher business services revenue, which included a one-time license fee of $13.5 million (or 14 cents per common share on a basic and diluted basis) from the London Stock Exchange Group plc (LSE) and increased revenue from energy trading, cash markets fixed income trading and MX. The increases were partially offset by lower cash markets equities trading revenue and lower revenue from market data, BOX and issuer services, related to sustaining fees, as well as increased expenses partially related to new technology initiatives. We earned lower investment income in Q4/09 compared with Q4/08 and our results in Q4/08 reflected a $13.3 million charge related to a mark to market adjustment on interest rate swaps.

The following is a reconciliation of net loss to adjusted net income(xx) prior to the non-cash goodwill impairment charge in 2009 related to BOX and income tax charges related to changes in Ontario corporate income tax rates which reduced the value of future tax assets and liabilities:

    
    Net Income/(loss) GAAP to non-GAAP Reconciliation for Q4/09 and Q4/08

    (in millions of dollars)
                                                           Q4/09       Q4/08

    Net income/(loss)                                   ($  26.8)    $  49.0
    Adjustment related to non-cash  impairment of
     goodwill pertaining to investment in BOX            $  77.3           -
    Adjustment related to a reduction in the value
     of future tax assets and liabilities                $  10.4           -
                                                        ---------   ---------
    Adjusted net income                                  $  60.9     $  49.0
                                                        ---------   ---------
    

The following is a reconciliation of loss per share to adjusted earnings per share(xx) prior to the non-cash goodwill impairment charge in 2009 related to BOX and income tax charges related to changes in Ontario corporate income tax rates which reduced the value of future tax assets and liabilities:

    
    Earnings/(loss) per share GAAP to non-GAAP Reconciliation for Q4/09 and
    Q4/08

                                        Q4/09                   Q4/08
                                   Basic     Diluted       Basic     Diluted

    Earnings/(loss) per share   ($  0.36)   ($  0.36)    $  0.65     $  0.65
    Adjustment related to
     non-cash  impairment of
     goodwill pertaining to
     investment in BOX           $  1.04     $  1.04           -           -
    Adjustment related to a
     reduction in the value
     of future tax assets and
     liabilities                 $  0.14     $  0.14           -           -
                                ---------   ---------   ---------   ---------
    Adjusted earnings per share  $  0.82     $  0.82     $  0.65     $  0.65
                                ---------   ---------   ---------   ---------


    Summary of Financial Information

    (in millions of dollars, except per share amounts)

                                                            $           %
                                                        Increase/   Increase/
                                    2009        2008   (decrease)  (decrease)

    Revenue                      $ 556.3     $ 532.6     $  23.7          4%
    Operating expenses           $ 273.1     $ 227.2     $  45.9         20%
    Net income                   $ 104.7     $ 182.0    ($  77.3)       (42%)
    Earnings per share:
      Basic                      $  1.41     $  2.48    ($  1.07)       (43%)
      Diluted                    $  1.41     $  2.47    ($  1.06)       (43%)
    Cash flows from
     operating activities        $ 204.9     $ 244.2    ($  39.3)       (16%)
    

Net income was $104.7 million or $1.41 per common share for 2009 on a basic and diluted basis, compared with net income of $182.0 million or $2.48 per common share ($2.47 on a diluted basis) for 2008, representing a decrease in net income of 42%. Net income for 2009 was reduced by the non-cash goodwill impairment charge of $77.3 million, or $1.04 per common share on a basic and diluted basis, related to BOX. Net income for 2009 was also reduced by a write-down in the value of future tax assets and liabilities which related to a reduction in Ontario corporate income tax rates. The tax adjustment also had no impact on cash flows and resulted in a reduction in net income for 2009 of $10.4 million, or 14 cents per common share on a basic and diluted basis. In 2008, net income was reduced by $15.2 million, or 21 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.

Adjusted net income(xx) for 2009 of $192.4 million, or adjusted EPS(xx) of $2.59 per common share on a basic and diluted basis, was lower than adjusted net income(xx) of $197.2 million, or adjusted EPS(xx) of $2.69 per common share ($2.68 on a diluted basis) for 2008, due to lower cash markets equity trading revenue, lower issuer services revenue, increased expenses, partially related to new technology initiatives, and lower investment income. The decreases were partially offset by higher energy trading, cash markets fixed income trading and market data revenue and higher business services revenue which included the license fee of $13.5 million (or 14 cents per common share on a basic and diluted basis) from the LSE. In addition, our 2009 financial statements reflect a full year of Montréal Exchange Inc.'s (MX or Montréal Exchange) results compared with eight months of results in 2008. BOX's results were consolidated in our 2009 financial statements (with an adjustment made for non-controlling interests) and were only consolidated in our 2008 financial statements from August 29, 2008. From May 1, 2008, to August 28, 2008, 31.4% of earnings from BOX were included as Income from investments in affiliates.*

The following is a reconciliation of net income to adjusted net income(xx) prior to the non-cash goodwill impairment charge in 2009 related to BOX, income tax charges which reduced the value of future tax assets and liabilities in 2009 and a loss on termination of joint venture in 2008:

    
    Net Income GAAP to non-GAAP Reconciliation for 2009 and 2008

    (in millions of dollars)

                                                            2009        2008

    Net Income                                           $ 104.7     $ 182.0
    Adjustment related to non-cash  impairment
     of goodwill pertaining to investment in BOX         $  77.3           -
    Adjustment related to a reduction in the
     value of future tax assets and liabilities          $  10.4           -
    Adjustment related to loss on termination of                    ---------
     joint venture                                             -     $  15.2
                                                        ---------   ---------
    Adjusted net income                                  $ 192.4     $ 197.2
                                                        ---------   ---------
    

The following is a reconciliation of earnings per share to adjusted earnings per share(xx) prior to the non-cash goodwill impairment charge in 2009 related to BOX, income tax charges which reduced the value of future tax assets and liabilities in 2009 and a loss on termination of joint venture in 2008:

    
    Earnings per share GAAP to non-GAAP Reconciliation for 2009 and 2008

                                         2009                    2008
                                   Basic     Diluted       Basic     Diluted

    Earnings per share           $  1.41     $  1.41     $  2.48     $  2.47
    Adjustment related to
     non-cash  impairment of
     goodwill pertaining to
     investment in BOX           $  1.04     $  1.04           -           -
    Adjustment related to a
     reduction in the value of
     future tax assets and
     liabilities                 $  0.14     $  0.14           -           -
    Adjustment related to loss
     on termination of joint
     venture                           -           -     $  0.21     $  0.21
                                ---------   ---------   ---------   ---------
    Adjusted earnings
     per share                   $  2.59     $  2.59     $  2.69     $  2.68
                                ---------   ---------   ---------   ---------


    Select Segmented Financial Information

    (in millions of dollars)

                                              Deriva-
                            Cash Markets       tives
                              - Equities     Markets
                               and Fixed    - MX and      Energy
    Q4/09                         Income         BOX     Markets       Total

    Revenue                      $ 107.1     $  35.8     $  10.1     $ 153.0
    Net Income/(loss)            $  25.7    ($  57.7)    $   5.2    ($  26.8)

    Q4/08

    Revenue                      $ 116.3     $  26.3     $   8.5     $ 151.1
    Net Income                   $  38.8     $   7.4     $   2.8     $  49.0


    (in millions of dollars)

                                              Deriva-
                            Cash Markets       tives
                              - Equities     Markets
                               and Fixed    - MX and      Energy
    2009                          Income         BOX     Markets       Total

    Revenue                      $ 403.1     $ 113.9     $  39.3     $ 556.3
    Net Income                   $ 133.5    ($  42.9)    $  14.1     $ 104.7

    2008

    Revenue                      $ 438.9     $  63.5     $  30.2     $ 532.6
    Net Income                   $ 155.7     $  18.1     $   8.2     $ 182.0
    

On May 1, 2008, we completed our business combination with MX to create TMX Group, a leading, integrated, multi-asset class exchange group. The results of MX and BOX are included in TMX Group's Q4/09 and 2009 results and in our Q4/08 and 2008 results from May 1, 2008.

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 BOX. Prior to the completion of this transaction, MX's 31.4% investment in BOX was accounted for under the equity method under which MX's 31.4% of the earnings from BOX was reported as income from investment in an affiliate and included in our 2008 results from May 1, 2008. 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%.

On May 1, 2009, we completed the acquisition of NetThruPut Inc. (NTP) and its results have been included in TMX Group's consolidated financial statements from that date.

Certain comparative figures have been reclassified in order to conform with the financial presentation adopted in the current year.

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

Revenue

Revenue was $153.0 million for Q4/09, up $1.9 million, or 1% compared with $151.1 million for Q4/08, due to the increased business services revenue, which included a one-time license fee of $13.5 million from the LSE and increased revenue from energy trading, cash markets fixed income trading and MX. The increases were partially offset by lower cash markets equities trading revenue and lower revenue from market data, BOX and issuer services, related to sustaining fees.

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(xx) (reconciled below in this section) in Q4/09 and Q4/08.

    
    (in millions of dollars)

                                 Reported
                                                            $           %
                                                        Increase/   Increase/
                                   Q4/09       Q4/08   (decrease)  (decrease)

    Initial listing fees         $   4.3     $   4.1     $   0.2          5%
    Additional listing fees      $  15.2     $  13.4     $   1.8         13%
    Sustaining listing fees(xxx) $  13.8     $  17.6    ($   3.8)       (22%)
    Other issuer services        $   3.2     $   3.2           -           -
                                ---------   ---------   ---------
    Total                        $  36.5     $  38.3    ($   1.8)        (5%)
                                ---------   ---------   ---------


                                 Billed(xx)
                                                            $           %
                                                        Increase/   Increase/
                                   Q4/09       Q4/08   (decrease)  (decrease)

    Initial listing fees         $   5.9     $   3.2     $   2.7         84%
    Additional listing fees      $  29.5     $  15.7     $  13.8         88%
    Sustaining listing fees(xxx) $  13.8     $  17.6    ($   3.8)       (22%)
    Other issuer services        $   3.2     $   3.2           -           -
                                ---------   ---------   ---------
    Total                        $  52.4     $  39.7     $  12.7         32%
                                ---------   ---------   ---------
    

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 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(xx) to initial and additional listing fees reported:

    
    Initial Listing Fees (in millions of dollars)          Q4/09       Q4/08

    Initial listing fees billed(xx)                      $   5.9     $   3.2
    Initial listing fees billed(xx) and deferred
     to future periods                                  ($   5.8)   ($   3.1)
    Recognition of initial listing fees billed(xx)
     and previously included in deferred revenue         $   4.2     $   4.0
                                                        ---------   ---------
    Initial listing fee revenue reported                 $   4.3     $   4.1
                                                        ---------   ---------


    Additional Listing Fees (in millions of dollars)       Q4/09       Q3/08

    Additional listing fees billed(xx)                   $  29.5     $  15.7
    Additional listing fees billed(xx) and deferred
     to future periods                                  ($  29.0)   ($  15.5)
    Recognition of additional listing fees billed(xx)
     and previously included in deferred revenue         $  14.7     $  13.2
                                                        ---------   ---------
    Additional listing fee revenue reported              $  15.2     $  13.4
                                                        ---------   ---------

    -   Initial and additional listing fees reported increased in Q4/09
        compared with Q4/08, reflecting an increase in capital market
        activity during the period from January 1, 2000 to December 31, 2009
        compared with the period from January 1, 1999 to December 31, 2008.
        Initial and additional listing fees billed(xx) increased in Q4/09, as
        compared with Q4/08, due to an increase in initial and additional
        financings on Toronto Stock Exchange and TSX Venture Exchange.

    -   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, slightly offset by
        price changes on Toronto Stock Exchange that were effective
        January 1, 2009.

    -   Other issuer services revenue of $3.2 million was unchanged from
        Q4/08.


    Trading, Clearing and Related Revenue

    (in millions of dollars)

                                                            $           %
                                                        Increase/   Increase/
                                   Q4/09       Q4/08   (decrease)  (decrease)

    Cash markets revenue         $  33.6     $  39.4    ($   5.8)       (15%)
    Derivatives markets revenue  $  17.2     $  21.4    ($   4.2)       (20%)
    Energy markets revenue       $  10.0     $   8.3     $   1.7         20%
                                ---------   ---------   ---------
    Total                        $  60.8     $  69.1    ($   8.3)       (12%)
                                ---------   ---------   ---------

    Cash Markets

    -   Cash markets equity trading revenue decreased in Q4/09 due to the
        impact of changes to our equity trading fee schedule which were
        effective January 1, 2009, and a change in trading mix. The fee
        changes included increased credits to ELP market participants, a
        reduction in the spread between active fees and passive credits, and
        the elimination of a premium fee on ETF transactions. We implemented
        further changes to the equity trading fee schedule on October 1,
        2009. Fees under the ELP Program were replaced with a single tier
        model which reduced the passive credit paid to ELP Program
        participants. The active fee paid by ELP Program participants was
        also reduced in some cases. Effective October 1, 2009, there was also
        a reduction in active trading fees on stocks trading at less than $1
        in the post-open continuous market.

    -   In addition, during 2009, there were changes in customer and product
        mix including a higher proportion of volumes coming from new ELP
        market participants.

    -   This decrease was also partially due to an 18% decrease in the volume
        of securities traded on Toronto Stock Exchange in Q4/09 over Q4/08
        (27.2 billion securities in Q4/09 versus 33.1 billion securities in
        Q4/08).

    -   The decrease was partially offset by an increase in the volume of
        securities traded on TSX Venture Exchange in Q4/09 over Q4/08 (15.3
        billion securities in Q4/09 versus 10.7 billion securities in Q4/08).

    -   The decrease in Cash Markets equity trading revenue also was
        partially offset by an increase in Shorcan Brokers Limited (Shorcan)
        Cash Markets fixed income trading revenue primarily reflecting an
        increase in trading of Government of Canada bonds and provincial
        bonds in Q4/09 versus Q4/08.

    Derivatives Markets

    -   Derivatives markets revenue from MX increased primarily due to higher
        volumes of contracts traded. MX volumes increased by 18% (9.8 million
        contracts traded in Q4/09 versus 8.3 million contracts traded in
        Q4/08) reflecting increased trading in ETFs derivatives trading and
        in both the BAX Three-Month Canadian Bankers' Acceptance Futures and
        CGB Ten-Year Government of Canada Bond Futures contracts.

    -   Derivatives markets revenue from BOX decreased primarily due to a 58%
        decrease in volumes of contracts traded (18.9 million contracts in
        Q4/09 versus 44.5 million contracts traded in Q4/08), reflecting
        increased competition and a weakening market share in the U.S. equity
        options trading market.

    Energy Markets

    -   Energy markets revenue increased due to a 9% increase in the volumes
        of natural gas, over the counter, or OTC, bilateral and crude oil
        contracts traded or cleared on NGX over Q4/08 (3.7 million terajoules
        in Q4/09 compared to 3.4 million terajoules in Q4/08). This excludes
        the Alberta Watt Exchange Limited (Watt-Ex) volumes.

    -   The increase was also due to pricing changes on natural gas contracts
        that were effective January 1, 2009 and the inclusion of revenue from
        crude oil trading following the acquisition of NTP on May 1, 2009.
        NGX's crude oil volumes for Q4/09 averaged over 4.1 million Bbls/mo
        (135,000 barrels per day).

    Market Data Revenue

    (in millions of dollars)

                                                            $           %
                                   Q4/09       Q4/08   (decrease)  (decrease)

                                 $  36.8     $  38.0    ($   1.2)        (3%)

    -   This decrease reflects a 6% 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 December 31,
        2009 versus over 162,000 at December 31, 2008). The decrease also
        reflects a 20% decrease in MX market data subscriptions (over 22,000
        at December 31, 2009 versus over 28,000 at December 31, 2008).

    -   The decrease was also attributable to the change in the exchange rate
        of the U.S. dollar relative to the Canadian dollar in Q4/09 compared
        with Q4/08.

    -   The decrease was partially offset by pricing changes that were
        effective January 1, 2009.

    Business Services and Other Revenue

    (in millions of dollars)
                                                            $           %
                                   Q4/09       Q4/08    increase    increase

                                 $  18.8     $   5.7     $  13.1        230%

    -   Business services revenue increased in Q4/09 due to $13.5 million in
        revenue received from the LSE under our technology license agreement.
    

Operating Expenses

Operating expenses in Q4/09 were $67.6 million, an increase of $2.0 million, or 3%, as compared with $65.6 million in Q4/08. The increase was partially due to higher expenses related to various technology initiatives in Q4/09 compared with Q4/08.

These higher expenses were partially offset by the cost synergies related to the integration with MX. By Q4/09, we had achieved the previously announced $25.0 million in cost synergies on a run rate basis when compared with the 2008 business plans of the separate organizations through headcount reductions, reducing corporate support costs, combining our data centres and other technology initiatives.

    
    Compensation and Benefits

    (in millions of dollars)

                                                            $           %
                                   Q4/09       Q4/08    increase    increase

                                 $  31.9     $  29.2     $   2.7          9%

    -   Compensation and benefits costs increased due to higher overall costs
        related to certain performance incentives as well as technology
        initiatives, partially offset by lower costs related to an accounting
        adjustment to post retirement benefit costs of $0.8 million.

    -   There were 849 employees at December 31, 2009, which included 7 NTP
        employees, versus 845 employees at December 31, 2008. The number of
        additional employees related to technology initiatives was more than
        offset by a reduction in the number of employees due to efficiencies
        realized through the integration of MX.

    Information and Trading Systems

    (in millions of dollars)

                                                            $           %
                                   Q4/09       Q4/08    increase    increase

                                 $  11.2     $  10.6     $   0.6          6%

    -   Information and trading systems costs increased due to costs
        associated with our technology initiatives including enterprise
        expansion.

    -   In addition, there were higher expenses related to NGX's arrangement
        with ICE.

    -   During Q4/09, we reclassified some leases as capital leases versus
        operating leases. As a result, Information and Trading Systems costs
        were reduced and amortization of the related costs increased (see
        Amortization).

    General and Administration

    (in millions of dollars)

                                                            $           %
                                   Q4/09       Q4/08   (decrease)  (decrease)

                                 $  14.5     $  17.7    ($   3.2)       (18%)

    -   General and administration costs decreased primarily as a result of
        lower fees paid to external advisors as well as lower lease costs of
        $1.3 million resulting from a change in estimate of a lease
        liability.

    Amortization

    (in millions of dollars)

                                                            $           %
                                   Q4/09       Q4/08    increase    increase

                                 $  10.0     $   8.1     $   1.9         23%

    -   Amortization costs increased primarily due to increased obligations
        under capital leases for which the related cost is amortized. During
        Q4/09, we entered into a number of new capital leases. In addition,
        we reclassified some leases as capital leases versus operating
        leases. As a result, Amortization costs increased by $2.7 million.

    -   The increase was somewhat offset by reduced amortization relating to
        assets that were fully depreciated by 2009.

    Investment Income

    (in millions of dollars)
                                                            $           %
                                   Q4/09       Q4/08   (decrease)  (decrease)

                                 $   0.3     $   4.1    ($   3.8)       (93%)

    -   Investment income decreased due to a reduction in cash available for
        investment and lower overall returns on investments during Q4/09
        compared with Q4/08.

    Impairment of Goodwill

    (in millions of dollars)
                                                                        $
                                               Q4/09       Q4/08    Increase

                                             $  77.3           -     $  77.3

    -   Primarily due to increased competition and a weakening market share
        in the U.S. equity options trading market, which resulted in a
        decline in current and forecasted revenues, we recorded a non-cash
        goodwill impairment charge of $77.3 million related to our investment
        in BOX.

    Interest Expense

    (in millions of dollars)
                                                            $           %
                                   Q4/09       Q4/08   (decrease)  (decrease)

                                 $   1.4     $   3.5    ($   2.1)       (60%)

    -   Interest expense decreased as a result of lower interest rates in
        Q4/09 compared with Q4/08.

    Mark to Market on Interest Rate Swaps - Loss

    (in millions of dollars)

                                                            $           %
                                   Q4/09       Q4/08   (decrease)  (decrease)

                                 $   0.6     $  13.3    ($  12.7)       (95%)

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

    -   During Q4/09, unrealized gains of $1.1 million and realized losses of
        $1.7 million were reflected in net income, compared with $12.5
        million of unrealized losses recorded in Q4/08 and $0.8 million of
        realized losses recognized in Q4/08. Included in the Q4/08 amounts is
        $3.4 million, which represents an unrealized loss related to Q3/08
        and reflected in Other Comprehensive Income in Q3/08.

    Income Taxes

    (in millions of dollars)
                                                               Effective
                                                              tax rate (%)
                                   Q4/09       Q4/08       Q4/09       Q4/08

                                 $  34.7     $  22.9       41%(+)        31%

    -   In November 2009, the Ontario government substantively enacted
        legislation to reduce the general corporate tax rate from 14% in 2009
        to 12% effective July 1, 2010, with further reductions to 10% by
        July 1, 2013. As a result of these changes to Ontario corporate tax
        rates, there was a reduction in the value of future tax assets and
        liabilities and a corresponding net increase in income taxes of $10.4
        million.

    Non-controlling Interests(1)

    (in millions of dollars)

                                                            $           %
                                   Q4/09       Q4/08   (decrease)  (decrease)

                                ($   1.2)    $   1.4    ($   2.6)      (186%)

    -   MX has a 53.8% ownership interest in BOX. The non-controlling
        interests represent the other BOX unitholders' share of BOX's income
        or loss before taxes.

    -   The Q4/09 loss is attributable to BOX's lower revenues in Q4/09
        compared with Q4/08, reflecting increased competition and a
        significant decline in market share.
    

Year Ended December 31, 2009 Compared with Year Ended December 31, 2008

Revenue

Revenue was $556.3 million in 2009, up $23.7 million, or 4% compared with $532.6 million for 2008, reflecting $113.9 million in revenue related to the business operations of MX and BOX, compared with $63.5 million from MX following the combination on May 1, 2008 and BOX from August 29, 2008. The increase was also due to increased energy and cash markets fixed income trading and market data revenue, which was more than offset by lower cash markets equity trading and issuer services revenue, related to sustaining listing fees and other issuer services.

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(xx) (reconciled below in this section) in 2009 and 2008.

    
    (in millions of dollars)
                                   Reported
                                                            $           %
                                                        Increase/   Increase/
                                    2009        2008   (decrease)  (decrease)

    Initial listing fees         $  16.9     $  16.0     $   0.9          6%
    Additional listing fees      $  57.6     $  51.3     $   6.3         12%
    Sustaining listing fees      $  54.7     $  69.6    ($  14.9)       (21%)
    Other issuer services        $  12.9     $  15.3    ($   2.4)       (16%)
                                ---------   ---------   ---------
    Total                        $ 142.1     $ 152.2    ($  10.1)        (7%)
                                ---------   ---------   ---------


    (in millions of dollars)
                                   Billed(xx)
                                                            $           %
                                                        Increase/   Increase/
                                    2009        2008   (decrease)  (decrease)

    Initial listing fees         $  12.8     $  18.6    ($   5.8)       (31%)
    Additional listing fees      $  92.0     $  76.9     $  15.1         20%
    Sustaining listing fees      $  54.7     $  69.6    ($  14.9)       (21%)
    Other issuer services        $  12.9     $  15.3    ($   2.4)       (16%)
                                ---------   ---------   ---------
    Total                        $ 172.4     $ 180.4    ($   8.0)        (4%)
                                ---------   ---------   ---------
    

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 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(xx) to initial and additional listing fees reported:

    
    Initial Listing Fees (in millions of dollars)           2009        2008

    Initial listing fees billed(xx)                      $  12.8     $  18.6
    Initial listing fees billed(xx) and deferred
     to future periods                                  ($  12.3)   ($  17.4)
    Recognition of initial listing fees billed(xx)
     and  previously included in deferred revenue        $  16.4     $  14.8
                                                        ---------   ---------
    Initial listing fee revenue reported                 $  16.9     $  16.0
                                                        ---------   ---------


    Additional Listing Fees (in millions of dollars)        2009        2008

    Additional listing fees billed(xx)                   $  92.0     $  76.9
    Additional listing fees billed(xx) and deferred
     to future periods                                  ($  87.5)   ($  72.6)
    Recognition of additional listing fees billed(xx)
     and  previously included in deferred revenue        $  53.1     $  47.0
                                                        ---------   ---------
    Additional listing fee revenue reported              $  57.6     $  51.3
                                                        ---------   ---------

    -   Initial and additional listing fees reported increased in 2009
        compared with 2008, reflecting an increase in capital market activity
        during the period from April 1, 1999 to December 31, 2009 compared
        with the period from April 1, 1998 to December 31, 2008. Initial
        listing fees billed(xx) decreased in 2009 compared with 2008. While
        the value of initial financings on Toronto Stock Exchange in 2009
        increased compared with 2008, substantially all IPOs related to ETFs
        or structured products, for which we charge a lower fee. The
        corporate IPOs were high value transactions, for which issuers paid
        the maximum listing fee. In addition, there was also a decrease
        in initial financings on TSX Venture Exchange. Additional listing
        fees billed(xx) in 2009 increased over 2008 due to an increase in
        additional financings on Toronto Stock Exchange. While the value of
        additional financings on Toronto Stock Exchange increased in 2009,
        this was driven by a larger proportion of high value transactions,
        for which issuers paid the maximum additional listing fee. The
        positive impact from additional financings on Toronto Stock Exchange
        was somewhat offset by a decrease in additional financings on TSX
        Venture Exchange.

    -   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 revenue of $12.9 million decreased from $15.3
        million in 2008, reflecting lower demand for investor relations
        services.

    Trading, Clearing and Related Revenue

    (in millions of dollars)
                                                            $           %
                                                        Increase/   Increase/
                                    2009        2008   (decrease)  (decrease)

    Cash markets revenue         $ 119.4     $ 145.7    ($  26.3)       (18%)
    Derivatives markets revenue  $  78.5     $  47.2     $  31.3         66%
    Energy markets revenue       $  39.4     $  29.8     $   9.6         32%
                                ---------   ---------   ---------
    Total                        $ 237.3     $ 222.7     $  14.6          7%
                                ---------   ---------   ---------

    Cash Markets

    -   Cash markets equity trading revenue decreased due to the impact of
        changes to our equity trading fee schedule which were effective
        January 1, 2009, and a change in trading mix. The fee changes
        included increased credits to ELP market participants, a reduction in
        the spread between active fees and passive credits, and the
        elimination of a premium fee on ETF transactions. We implemented
        further changes to the equity trading fee schedule on October 1,
        2009. Fees under the ELP Program were replaced with a single tier
        model which reduced the passive credit paid to ELP Program
        participants. The active fee paid by ELP Program participants was
        also reduced in some cases. Effective October 1, 2009, there was also
        a reduction in active trading fees on stocks trading at less than $1
        in the post-open continuous market

    -   In addition, during 2009, there were changes in customer and product
        mix including a higher proportion of volumes coming from market
        makers and new ELP market participants.

    -   This decrease was partially offset by a 9% increase in the volume of
        securities traded on Toronto Stock Exchange in 2009 over 2008 (118.5
        billion securities in 2009 versus 109.2 billion securities in 2008)
        and a 6% increase in the volume of securities traded on TSX Venture
        Exchange in 2009 over 2008 (46.8 billion securities in 2009 versus
        44.1 billion securities in 2008).

    -   The decrease in Cash Markets equity trading revenue was partially
        offset by an increase in Shorcan Cash Markets fixed income trading
        revenue related to Government of Canada bonds and provincial bonds in
        2009 versus 2008.

    Derivatives Markets

    -   Derivatives markets revenue reflects $78.5 million in trading and
        clearing revenue from MX and trading revenue from BOX for the full
        year 2009, compared with $47.2 million from MX in 2008 following the
        combination on May 1, 2008 and BOX from August 29, 2008 when BOX's
        results were consolidated into our financial statements, with an
        adjustment for non-controlling interests.

    -   MX volumes decreased by 9% (34.8 million contracts traded in 2009
        versus 38.1 million contracts traded in 2008) reflecting reduced
        trading in both the BAX and CGB contracts, as well as stock index
        derivatives, partially offset by an increase in stock options and ETF
        options derivatives trading. We believe the reduction in fixed income
        futures trading was a reflection of the recent interest rate
        environment of historically low rates with little volatility.

    -   BOX volumes decreased by 23% (137.8 million contracts in 2009 versus
        178.7 million contracts traded in 2008), reflecting increased
        competition and a weakening market share in the U.S. equity options
        trading market.

    Energy Markets

    -   Energy markets revenue increased due to the inclusion of revenue from
        crude oil trading following the acquisition of NTP on May 1, 2009.
        NGX's crude oil volumes for 2009 averaged over 4.1 million Bbls/mo or
        135,000 barrels per day.

    -   The increase was also due to pricing changes on natural gas contracts
        that were effective January 1, 2009, the change in the exchange rate
        of the U.S. dollar relative to the Canadian dollar in 2009 compared
        with 2008 and also as a result of NGX having deferred less revenue in
        2009, on a net basis, than in 2008 due to a reduced level of forward
        contracts.

    -   Energy markets revenue also increased due to a 3% increase in the
        volumes of natural gas, over the counter, or OTC, bilateral and crude
        oil contracts traded or cleared on NGX over 2008 (14.8 million
        terajoules in 2009 compared to 14.4 million terajoules in 2008). This
        excludes the Alberta Watt Exchange Limited (Watt-Ex) volumes.

    Market Data Revenue

    (in millions of dollars)
                                                            $           %
                                    2009        2008    increase    increase

                                 $ 146.0     $ 135.4     $  10.6          8%

    -   Market data revenue included $16.2 million in revenue related to the
        business operations of MX and BOX in 2009, compared with $9.4 million
        from MX from May 1, 2008 and BOX from August 29, 2008. There was a
        13% decrease in the average number of MX market data subscriptions in
        2009 compared with the eight months from May 1, 2008 to December 31,
        2008. There were over 22,000 MX market data subscriptions at
        December 31, 2009.

    -   The increase was also due to higher revenue from data feeds, index
        products, usage-based quotes, indices and other data products, the
        change in the exchange rate of the U.S. dollar relative to the
        Canadian dollar in 2009 compared with 2008, as well as pricing
        changes that were effective January 1, 2009.

    -   The increase was partially offset by an 8% decrease in the average
        number of professional and equivalent real-time market data
        subscriptions to Toronto Stock Exchange and TSX Venture Exchange
        products in 2009 compared with 2008. There were over 153,000
        professional and equivalent real-time market data subscriptions at
        December 31, 2009.

    -   In addition, the increase was partially offset by lower revenue
        recoveries related to under-reported usage of real-time quotes in
        2009 compared with 2008 and an increase in revenue provisions.

    Business Services and Other Revenue

    (in millions of dollars)

                                                            $           %
                                    2009        2008    increase    increase

                                 $  30.9     $  22.3     $   8.6         39%

    -   Business services revenue increased primarily due to $13.5 million in
        revenue received from the LSE under our technology license agreement.

    -   The increase was partially offset by the elimination of revenue from
        BOX for technology and other services provided by MX. Business
        services revenue in 2008 included four months of related revenue from
        BOX. This revenue has been eliminated as BOX is now a consolidated
        subsidiary of MX.

    -   The increase was also partially offset by net foreign exchange losses
        on U.S. dollar accounts receivable.
    

Operating Expenses

Operating expenses in 2009 were $273.1 million, an increase of $45.9 million, or 20%, as compared with $227.2 million in 2008. The increase was due primarily to the inclusion of $75.9 million of expenses related to MX and BOX, versus $43.3 million related to MX from May 1, 2008 to December 31, 2008 and the operations of BOX from August 29, 2008 to December 31, 2008. In addition, we incurred higher expenses related to various technology initiatives in 2009 compared with 2008.

These higher expenses were partially offset by the cost synergies related to the integration with MX. By Q4/09, we had achieved the previously announced $25.0 million in cost synergies on a run rate basis when compared with the 2008 business plans of the separate organizations through headcount reductions, reducing corporate support costs, combining our data centres and other technology initiatives.

    
    Compensation and Benefits

    (in millions of dollars)
                                                            $           %
                                    2009        2008    increase    increase

                                 $ 129.4     $ 110.6     $  18.8         17%

    -   Compensation and benefits costs increased primarily due to the
        inclusion of $28.6 million in costs related to MX and BOX. There were
        $16.9 million in costs related to MX in 2008 following the
        combination on May 1, 2008 and BOX from August 29, 2008.

    -   The increase was also attributable to higher costs associated with
        technology initiatives, increased overall costs related to certain
        performance incentives, higher organizational transition costs and
        increased costs associated with salary increases compared with 2008,
        partially offset by lower costs related to an accounting adjustment
        to post retirement benefit costs of $0.8 million.

    -   There were 849 employees at December 31, 2009, which included 7 NTP
        employees, versus 845 employees at December 31, 2008. The number of
        additional employees related to technology initiatives was more than
        offset by a reduction in the number of employees due to efficiencies
        realized through the integration of MX.

    Information and Trading Systems

    (in millions of dollars)
                                                            $           %
                                    2009        2008    increase    increase

                                 $  46.1     $  35.6     $  10.5         29%

    -   Information and trading systems costs included $6.6 million in costs
        related to MX and BOX, compared with $3.9 million in costs related to
        MX in 2008 following the combination on May 1, 2008 and BOX from
        August 29, 2008.

    -   Information and trading systems costs also increased due to costs
        associated with our technology initiatives including enterprise
        expansion, the TSX Quantum gateway and the smart order router.

    -   In addition, there were higher expenses related to NGX's arrangement
        with ICE.

    -   During Q4/09, we reclassified some leases as capital leases versus
        operating leases. As a result, Information and Trading Systems costs
        were reduced and amortization of the related costs increased (see
        Amortization)

    General and Administration

    (in millions of dollars)
                                                            $           %
                                    2009        2008    increase    increase

                                 $  65.5     $  55.7     $   9.8         18%

    -   General and administration costs included $23.5 million in costs
        related to MX and BOX, compared with $13.0 million in costs related
        to MX in 2008 following the combination on May 1, 2008 and BOX from
        August 29, 2008.

    -   General and administration costs also increased as a result of higher
        insurance costs relating to NTP, which were more than offset by lower
        lease costs resulting from a change in estimate of a lease liability.

    Amortization

    (in millions of dollars)
                                                            $           %
                                    2009        2008    increase    increase

                                 $  32.2     $  25.3     $   6.9         27%

    -   Amortization costs increased reflecting amortization of $15.2 million
        related to MX and BOX, compared with $9.5 million related to MX in
        2008 following the combination on May 1, 2008 and BOX from August 29,
        2008.

    -   During Q4/09, we entered into a number of new capital leases. In
        addition, we reclassified some leases as capital leases versus
        operating leases. As a result, Amortization costs increased by $2.7
        million.

    -   The increase was somewhat offset by reduced amortization relating to
        assets that were fully depreciated by 2009.

    Income from Investments in Affiliates

    (in millions of dollars)
                                                                        $
                                                2009        2008   (decrease)

                                             $   0.4     $   1.4    ($   1.0)

    -   Income from investments in affiliates of $0.4 million represents TSX
        Inc.'s share of CanDeal.ca Inc. (CanDeal) income for 2009 based on
        its 47% interest in CanDeal, compared with $0.7 million from 2008.
        CanDeal is an electronic trading system for the institutional debt
        market.

    -   In 2008, Income from investments in affiliates included $0.7 million
        representing MX's share of BOX income, based on its 31.4% interest in
        BOX from May 1, 2008 to August 28, 2008.

    Impairment of Goodwill

    (in millions of dollars)
                                                                        $
                                                2009        2008    Increase

                                             $  77.3           -     $  77.3

    -   Primarily due to increased competition and a weakening market share
        in the U.S. equity options trading market, which resulted in a
        decline in current and forecasted revenues, we recorded a non-cash
        goodwill impairment charge of $77.3 million related to our investment
        in BOX.

    Investment Income

    (in millions of dollars)
                                                            $           %
                                    2009        2008   (decrease)  (decrease)

                                 $   4.6     $  14.8      ($10.2)       (69%)

    -   Investment income decreased due to a reduction in cash available for
        investment and lower overall returns on investments during 2009
        compared with 2008.

    Interest Expense

    (in millions of dollars)
                                                            $           %
                                    2009        2008   (decrease)  (decrease)

                                 $   6.1     $  10.5    ($   4.4)       (42%)

    -   Interest expense decreased as a result of lower interest rates on the
        debt outstanding. On April 30, 2008, we borrowed $430.0 million in
        Canadian funds related to financing the cash consideration
        of the purchase price for MX (see Long-term Debt).

    Mark to Market on Interest Rate Swaps - Loss

    (in millions of dollars)
                                                            $           %
                                    2009        2008   (decrease)  (decrease)

                                 $   1.4     $  13.3    ($  11.9)       (89%)

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

    -   During 2009, unrealized gains of $6.8 million and realized losses of
        $8.2 million were reflected in net income, compared with unrealized
        losses of $12.5 million recorded in 2008 and realized losses of $0.8
        million recognized in 2008.

    Other Acquisition Related Expenses

    (in millions of dollars)
                                                                        $
                                                2009        2008   (decrease)

                                             $     -     $  15.9    ($  15.9)

    -   In August 2007, TMX Group and 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.

    -   When we acquired NGX in 2004, TMX Group entered into an arrangement
        with MX for $5.0 million. TMX Group amortized this amount over five
        years, the remaining term of the 1999 Memorandum of Agreement with
        MX. As a result of the May 1, 2008 business combination with MX, we
        expensed the unamortized balance of $0.7 million in 2008.

    Income Taxes

    (in millions of dollars)
                                                               Effective
                                                              tax rate (%)
                                    2009        2008        2009        2008

                                 $  97.0     $  98.1         48%         35%

    -   In November 2009, the Ontario government substantively enacted
        legislation to reduce the general corporate tax rate from 14% in 2009
        to 12% effective July 1, 2010, with further reductions to 10% by
        July 1, 2013. As a result of these changes to Ontario corporate tax
        rates, there was a reduction in the value of future tax assets and
        liabilities and a corresponding net increase in income taxes of $10.4
        million. Excluding this revaluation, the effective tax rate for 2009
        was lower compared with 2008 due to an increase in income
        attributable to the Province of Quebec in 2009, compared with the
        period from May 1, 2008 to December 31, 2008. In our case, this
        income is taxed at a lower tax rate in Quebec due to a tax holiday
        which ends after 2010.

    -   The goodwill impairment charge in 2009 of $77.3 million increased the
        effective tax rate, as this amount is non-deductible for income tax
        purposes.

    -   In addition, there was a lower federal income tax rate in 2009
        compared with 2008.

    -   In 2008, we paid $15.2 million to ISE Ventures in 2008, which was not
        deducted for income tax purposes.

    Non-controlling Interests(2)

    (in millions of dollars)
                                                            $           %
                                    2009        2008    increase    increase

                                 $   1.8     $   1.8           -           -

    -   As a result of the acquisition of control of BOX on August 29, 2008,
        the results of BOX are now fully consolidated into our consolidated
        statements of income. MX holds 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

Comprehensive Income was $83.8 million for 2009 and is comprised of Net Income of $104.7 million and Other Comprehensive Losses of $20.9 million.

Other comprehensive losses include the unrealized loss on the foreign currency translation of BOX, a self-sustaining foreign operation, which amounted to $20.9 million for 2009.

Accumulated Other Comprehensive Income of $3.2 million as at December 31, 2009 is included as a component of Shareholders' Equity.

Comprehensive Income was $206.1 million for 2008 which was comprised of Net Income of $182.0 million and Other Comprehensive Income of $24.1 million.

Other comprehensive income includes the unrealized gain on the foreign currency translation of BOX, a self-sustaining foreign operation, which amounted to $24.1 million for 2008.

Our Accumulated Other Comprehensive Income of $24.1 million as at December 31, 2008 is included as a component of Shareholders' Equity.

Liquidity and Capital Resources

    
    Cash, Cash Equivalents and Marketable Securities

    (in millions of dollars)
                                            December    December        $
                                            31, 2009    31, 2008   (decrease)

                                             $ 191.1     $ 198.7    ($   7.6)

    -   The decrease was due to:

        -  Four dividend payments of $0.38 per common share, or $113.0
           million in aggregate, as well as to payments totalling $30.4
           million relating to the repurchase of 1,000,000 common shares
           under our NCIB program in 2009.

        -  Cash paid of $24.2 million in relation to the May 1, 2009
           acquisition of NTP, net of cash acquired.

        -  Cash paid of $7.7 million for a 19.9% interest in EDX on May 7,
           2009.

        -  Non-acquisition related additions to intangible assets of $13.2
           million, the payment of $6.4 million in dividends to non-
           controlling interests in BOX and $7.1 million in capital
           expenditures.

    -   The decrease was largely offset by cash generated from operating
        activities of $204.9 million.

    Total Assets

    (in millions of dollars)
                                            December    December        $
                                            31, 2009    31, 2008   (decrease)

                                            $3,524.5    $3,688.6    ($ 164.1)

    -   Total assets decreased due to lower energy contracts receivable of
        $714.5 million at December 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 December 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
        $714.5 million at December 31, 2009 compared with $976.4 million at
        the end of 2008.

    -   Total assets also decreased due to the reduction in goodwill related
        to the impairment charge of $77.3 million related to BOX.

    -   The overall decrease was partially offset by higher MX daily
        settlements and cash deposits of $565.4 million as at December 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 $565.4
        million at December 31, 2009 compared with $497.3 million at the end
        of 2008. 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 decrease was also partially offset by an increase in current
        assets related to the fair value of open energy contracts ($202.8
        million as at December 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 $202.8 million
        at December 31, 2009 compared with $155.3 million at December 31,
        2008.

    -   In addition, the overall decrease in Total assets was partially
        offset due to recording $49.6 million in intangible assets and $30.6
        million in goodwill related to the purchase of NTP on May 1, 2009,
        less cash paid of $24.2 million related to the acquisition.

    Credit Facilities and Guarantee

    Long-term Debt

    (in millions of dollars)
                                            December    December        $
                                            31, 2009    31, 2008    increase

                                             $ 429.0     $ 428.3     $   0.7

    -   In connection with the combination with MX, we established a
        non-revolving three-year term unsecured credit facility of
        $430.0 million, 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, 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.

    -   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 on our $430.0 million non-revolving
        three year term facility. On August 31, 2009, swap agreements with a
        notional value of $100.0 million (Swap No.1), representing one third
        of the total notional value of the swaps, matured. The interest rate
        swaps in place at December 31, 2009 are as follows:

                                      Interest rate
        Notional value           we will pay under swap     Maturity date
    (in millions of dollars)      (excludes 0.45% fee)         of swap
    -------------------------------------------------------------------------
       Swap No. 2 - $100.0                 3.749%          August 31, 2010
       Swap No. 3 - $100.0                 3.829%           April 18, 2011

    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,
        extraordinary, unusual or non-recurring items, 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 December 31, 2009, all covenants were met.
    

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 U.S.$100.0 million clearing backstop fund. We are NGX's unsecured guarantor for this fund up to a maximum of U.S.$100.0 million.

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 had not been drawn upon in the year ended December 31, 2009.

NGX also has an Electronic Funds Transfer (EFT) Daylight facility of $300.0 million in place with a Canadian chartered bank.

    
    Shareholders' Equity

    (in millions of dollars)
                                            December    December        $
                                            31, 2009    31, 2008   (decrease)

                                             $ 770.6     $ 794.6    ($  24.0)

    -   We earned $104.7 million of net income during 2009 and paid $113.0
        million in dividends.

    -   We also recorded an unrealized foreign exchange loss of $20.9 million
        on translating the financial statements of BOX.

    -   Shareholders' equity increased due to an increase of $32.1 million in
        share capital following the issuance of 878,059 TMX Group common
        shares in satisfaction of a portion of the purchase price for NTP on
        May 1, 2009.

    -   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 2009, 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 the NCIB expired
        August 17, 2009.

    -   At December 31, 2009, there were 74,307,041 common shares issued and
        outstanding. In 2009, 25,405 common shares were issued on the
        exercise of share options. At December 31, 2009, 4,143,100 common
        shares were reserved for issuance upon the exercise of options
        granted under the share option plan. At December 31, 2009, there were
        1,382,569 options outstanding.

    -   At February 9, 2010, there were 74,310,047 common shares issued and
        outstanding and 1,338,859 options outstanding under the share option
        plan.

    Cash Flows from Operating Activities

    (in millions of dollars)
                                                                   (Decrease)
                                               Q4/09       Q4/08     in cash

    Cash Flows from Operating Activities     $  56.5     $  60.8    ($   4.3)
    

Cash Flows from Operating Activities were $4.3 million lower in Q4/09 compared with Q4/08 due to:

    
    (in millions of dollars)
                                                                    Increase/
                                                                   (decrease)
                                               Q4/09       Q4/08     in cash

    Net income                              ($  26.8)    $  49.0    ($  75.8)
    Amortization                             $  10.0     $   8.1     $   1.9
    Non-cash impairment charge
     related to BOX                          $  77.3           -     $  77.3
    Net increase/(decrease) in future
     income taxes                            $   6.1    ($   4.1)    $  10.2
    Unrealized (gain)/loss on interest
     rate swaps                             ($   1.1)    $  12.5    ($  13.6)
    (Increase)/decrease in accounts
     receivable and prepaid expenses         $   0.6    ($   1.2)    $   1.8
    (Increase) in other assets              ($   1.5)   ($   0.1)   ($   1.4)
    Net increase in accounts payable and
     accrued liabilities                     $   1.9     $   8.3    ($   6.4)
    (Decrease) in deferred revenue          ($  12.2)   ($  17.5)    $   5.3
    Net increase in income taxes             $   1.9     $   4.5    ($   2.6)
    Net increase in other items              $   0.3     $   1.3    ($   1.0)
                                            ---------   ---------   ---------
    Cash Flows from Operating Activities     $  56.5     $  60.8    ($   4.3)
                                            ---------   ---------   ---------


    Cash Flows from Operating Activities

    (in millions of dollars)
                                                                   (Decrease)
                                                2009        2008     in cash

    Cash Flows from Operating Activities     $ 204.9     $ 244.2    ($  39.3)
    

Cash Flows from Operating Activities were $39.3 million lower in 2009 compared with 2008 due to:

    
    (in millions of dollars)
                                                                    Increase/
                                                                   (decrease)
                                                2009        2008     in cash

    Net income                               $ 104.7     $ 182.0    ($  77.3)
    Amortization                             $  32.2     $  25.3     $   6.9
    Non-cash impairment charge
     related to BOX                          $  77.3           -        77.3
    Payment to ISE Ventures related to
     termination of joint venture                  -     $  15.2    ($  15.2)
    Net increase/(decrease) in future
     income taxes                            $   3.5    ($   9.3)    $  12.8
    Unrealized (gain)/loss on interest
     rate swaps                             ($   6.8)    $  12.5    ($  19.3)
    (Increase) in accounts receivable and
     prepaid expenses                       ($  12.5)   ($   1.2)   ($  11.3)
    (Increase)/decrease in other assets     ($   9.2)    $   5.0    ($  14.2)
    Net (decrease) in accounts payable
     and accrued liabilities                ($   7.9)   ($  27.3)    $  19.4
    Increase in deferred revenue             $  33.2     $  34.6    ($   1.4)
    Net (decrease)/increase in
     income taxes                           ($  15.0)    $   5.0    ($  20.0)
    Net increase in other items              $   5.4     $   2.4     $   3.0
                                            ---------   ---------   ---------
    Cash Flows from Operating Activities     $ 204.9     $ 244.2    ($  39.3)
                                            ---------   ---------   ---------


    Cash Flows from (used in) Financing Activities

    (in millions of dollars)
                                                                    Increase
                                               Q4/09       Q4/08     in cash

    Cash Flows from (used in) Financing
     Activities                             ($  30.8)   ($  58.2)    $  27.4
    

Cash Flows (used in) Financing Activities were $27.4 million lower in Q4/09 compared with Q4/08 due to:

    
    (in millions of dollars)
                                                                    Increase/
                                                                   (decrease)
                                               Q4/09       Q4/08     in cash

    Dividends paid on common shares         ($  28.2)   ($  28.5)    $   0.3
    Repurchase of common shares under NCIB         -    ($  27.8)    $  27.8
    Dividends paid to BOX non-controlling
     interests                                     -    ($   1.9)    $   1.9
    Obligation under capital lease          ($   2.8)          -    ($   2.8)
    Net increase in other items              $   0.2           -     $   0.2
                                            ---------   ---------   ---------
    Cash Flows from (used in) Financing
     Activities                             ($  30.8)   ($  58.2)    $  27.4
                                            ---------   ---------   ---------


    Cash Flows from (used in) Financing Activities

    (in millions of dollars)
                                                                   (Decrease)
                                                2009        2008     in cash
    Cash Flows from (used in) Financing
     Activities                             ($ 151.4)    $  33.1    ($ 184.5)
    

Cash Flows (used in) Financing Activities were $184.5 million higher in 2009 compared with 2008 due to:

    
    (in millions of dollars)
                                                                    Increase/
                                                                   (decrease)
                                                2009        2008     in cash

    Dividends paid on common shares         ($ 113.0)   ($ 114.1)    $   1.1
    Repurchase of common shares under NCIB  ($  30.4)   ($ 285.4)    $ 255.0
    Dividends paid to BOX non-controlling
     interests                              ($   6.4)   ($   2.0)   ($   4.4)
    Proceeds on term loan                          -     $ 427.8    ($ 427.8)
    Proceeds from exercised options          $   0.6     $   7.0    ($   6.4)
    Net (decrease) in other items           ($   2.2)   ($   0.2)   ($   2.0)
                                            ---------   ---------   ---------
    Cash Flows from (used in) Financing
     Activities                             ($ 151.4)    $  33.1    ($ 184.5)
                                            ---------   ---------   ---------


    Cash Flows from (used in) Investing Activities

    (in millions of dollars)
                                                                   (Decrease)
                                               Q4/09       Q4/08     in cash

    Cash Flows from (used in) Investing
     Activities                             ($  24.8)    $  19.9    ($  44.7)
    

Cash Flows (used in) Investing Activities were $44.7 million higher in Q4/09 compared with Q4/08 due to:

    
    (in millions of dollars)
                                                                    Increase/
                                                                   (decrease)
                                               Q4/09       Q4/08     in cash

    Cost of acquisitions, net of
     cash acquired                          ($   0.8)    $   7.9    ($   8.7)
    Capital expenditures primarily related
     to technology investments and
     leasehold improvements                 ($   2.5)   ($   0.5)   ($   2.0)
    Additions to intangible assets
     including the TSX Quantum gateway and
     SOLA internal development costs        ($   2.8)   ($   2.8)          -
    Net sale/(purchases) of marketable
     securities                             ($  18.7)    $  15.3    ($  34.0)
                                            ---------   ---------   ---------
    Cash Flows from (used in) Investing
     Activities                             ($  24.8)    $  19.9    ($  44.7)
                                            ---------   ---------   ---------


    Cash Flows from (used in) Investing Activities

    (in millions of dollars)
                                                                    Increase
                                                2009        2008     in cash

    Cash Flows from (used in) Investing
     Activities                             ($  65.3)   ($ 230.6)    $ 165.3
    

Cash Flows (used in) Investing Activities were $165.3 million lower in 2009 compared with 2008 due to:

    
    (in millions of dollars)
                                                                    Increase/
                                                                   (decrease)
                                                2009        2008     in cash
    Cost of acquisitions and investments,
     net of cash acquired                   ($  37.9)   ($ 405.3)    $ 367.4
    Payment to ISE Ventures related to
     termination of joint venture                  -    ($  15.2)    $  15.2
    Capital expenditures primarily related
     to technology investments and
     leasehold improvements                  ($  7.1)   ($   5.3)   ($   1.8)
    Additions to intangible assets including
     TSX Quantum gateway, smart order router
     and SOLA internal development costs     ($ 13.2)   ($   8.4)   ($   4.8)
    Net (purchases)/sale of marketable
     securities                              ($  7.1)    $ 203.6    ($ 210.7)
                                             --------   ---------   ---------
    Cash Flows from (used in) Investing
     Activities                              ($ 65.3)   ($ 230.6)    $ 165.3
                                             --------   ---------   ---------
    

Financial Statements Governance Practice

The Finance & Audit Committee of the Board of Directors of TMX Group reviewed this press release as well as the 2009 audited annual 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 2009 audited 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 2009 audited 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.tmx.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

Certain measures used in this press release do not have standardized meanings prescribed by Canadian GAAP and therefore are unlikely to be comparable to similar measures presented by other Canadian issuers.

"Initial listing fees billed" and "additional listing fees billed"

Toronto Stock Exchange customers are billed for initial and additional listing fees, and 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 use the terms "initial listing fees billed" and "additional listing fees billed".

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. This is how our international peers, who currently report using International Financial Reporting Standards (IFRS), account for these fees. These non-GAAP revenue measures provide investors with 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.

"Adjusted net income" and "Adjusted earnings per share"

We present "adjusted net income" and "adjusted earnings per share" as an indication of operating performance exclusive of:

    
    (i)    income tax charge related to lower Ontario corporate income tax
           rates which reduced the value of future tax assets and
           liabilities;

    (ii)   the non-cash goodwill impairment charge in 2009 related to our
           investment in BOX; and

    (iii)  the payment made on April 1, 2008 to ISE Ventures, a wholly-owned
           subsidiary of International Securities Exchange Holdings, Inc.
           (ISE), related to terminating DEX, our proposed derivatives joint
           venture.
    

These measures allow management and investors to assess operating performance excluding non-cash items such as the net impact from a reduction in the value of future tax assets and liabilities, and the non-cash impairment charge related to BOX. In addition, they allow them to assess operating performance excluding the impact of non-recurring payments such as that made to ISE Ventures in 2008.

Caution Regarding Forward-looking Information

This press release contains "forward-looking information" (as defined in applicable Canadian securities legislation) that is based on expectations, assumptions, estimates, projections and other factors that management believes to be relevant 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, by its nature, requires us to make assumptions and is subject to significant risks and uncertainties which may give rise to the possibility that our expectations or conclusions will not prove to be accurate and that our assumptions may not be correct.

Examples of such forward-looking information in this press release include, but are not limited to, factors relating to stock, derivatives and energy exchanges and clearing houses and the business, strategic goals and priorities, market condition, pricing, proposed technology and other initiatives, financial condition, operations and prospects of TMX Group, which are subject to significant risks and uncertainties. These risks include: 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; currency risk; 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 our 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 new acquisitions; and dependence on market activity that cannot be controlled.

The forward looking information contained in this press release is presented for the purpose of assisting readers of this document in understanding our financial condition and results of operations and our strategies, priorities and objectives and may not be appropriate for other purposes. Actual results, events, performances, achievements 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 and regional marketplaces; 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 2009 Annual MD&A under the heading Risks and Uncertainties.

About TMX Group (TSX-X)

TMX Group's key subsidiaries operate cash and derivatives markets for multiple asset classes including equities, fixed income and energy. Toronto Stock Exchange, TSX Venture Exchange, Montreal Exchange, Natural Gas 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.tmx.com.

Teleconference/Audio Webcast

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

Time: 4:00 p.m. - 5:00 p.m. EST on Wednesday, February 10, 2010.

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

    
    Teleconference Number:   647-427-7450 or 1-888-231-8191

    AudioWebcast:            www.tmx.com, under Investor Relations

    Audio Replay:            416-849-0833 or 1-800-642-1687
                             The passcode for the replay is 49804549 followed
                             by the number sign

    ------------------------------
    *  Based on MX's ownership interest in BOX, prior to acquisition of
         control.

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

    (xxx)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.

    (+)  The goodwill impairment charge in Q4/09 of $77.3 million has been
         excluded from income before taxes in calculating the effective tax
         rate.

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

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



    Consolidated Balance Sheets
    (In thousands of Canadian dollars)
    (Unaudited)

    -------------------------------------------------------------------------
                                                   December 31,  December 31,
                                                          2009          2008
    -------------------------------------------------------------------------
    Assets
    Current assets:
      Cash and cash equivalents                    $    87,978   $   102,442
      Marketable securities                            103,169        96,251
      Restricted cash                                      911         1,454
      Accounts receivable                               79,427        63,755
      Energy contracts receivable                      714,545       976,431
      Fair value of open energy contracts              202,760       155,331
      Daily settlements and cash deposits              565,408       497,312
      Prepaid expenses                                   6,032         9,050
      Income taxes recoverable                           4,619           599
      Future income tax assets                          26,675        30,529
      -----------------------------------------------------------------------
                                                     1,791,524     1,933,154

    Premises and equipment                              31,556        27,505
    Future income tax assets                           144,551       151,960
    Other assets                                        27,745        21,072
    Investment in affiliate, at equity                  12,845        12,424
    Intangible assets                                  932,443       891,976
    Goodwill                                           583,811       650,554
    -------------------------------------------------------------------------
    Total Assets                                   $ 3,524,475   $ 3,688,645
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------

    Liabilities and Shareholders' Equity
    Current liabilities:
      Accounts payable and accrued liabilities     $    44,883   $    59,240
      Energy contracts payable                         714,545       976,431
      Fair value of open energy contracts              202,760       155,331
      Daily settlements and cash deposits              565,408       497,312
      Deferred revenue                                  15,074        12,353
      Deferred revenue - initial and additional
       listing fees                                     78,001        69,540
      Fair value of interest rate swaps                  2,117         1,787
      Future income tax liabilities                        118            66
      Obligations under capital leases                   3,413            42
      Income taxes payable                               3,232        14,121
      -----------------------------------------------------------------------
                                                     1,629,551     1,786,223

    Accrued employee benefits payable                   12,787        12,916
    Obligations under capital leases                     5,512            29
    Future income tax liabilities                      234,697       236,995
    Other liabilities                                   21,832        17,482
    Deferred revenue                                       882           718
    Deferred revenue - initial and additional
     listing fees                                      405,123       383,315
    Fair value of interest rate swaps                    3,584        10,690
    Term loan                                          429,016       428,278
    -------------------------------------------------------------------------
    Total Liabilities                                2,742,984     2,876,646

    Non-controlling Interests                           10,915        17,370

    Shareholders' Equity:
      Share capital                                  1,102,619     1,084,399
      Share option plan                                  8,708         5,969
      Deficit                                         (343,975)     (319,843)
      Accumulated other comprehensive income             3,224        24,104
      -----------------------------------------------------------------------
    Total Shareholders' Equity                         770,576       794,629

    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    Total Liabilities and Shareholders' Equity     $ 3,524,475   $ 3,688,645
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------



    Consolidated Statements of Income
    (In thousands of Canadian dollars, except per share amounts)
    (Unaudited)

    -------------------------------------------------------------------------
                                  Three months ended     Twelve months ended
                                         December 31,            December 31,
    -------------------------------------------------------------------------
                                    2009        2008        2009        2008
    -------------------------------------------------------------------------

    Revenue:
      Issuer services          $  36,530   $  38,273   $ 142,118   $ 152,209
      Trading, clearing and
       related                    60,829      69,088     237,345     222,703
      Market data                 36,835      37,977     145,976     135,407
      Business services and
       other                      18,780       5,712      30,877      22,295
      -----------------------------------------------------------------------
      Total revenue              152,974     151,050     556,316     532,614
      -----------------------------------------------------------------------

    Expenses:
      Compensation and benefits   31,923      29,162     129,369     110,581
      Information and trading
       systems                    11,168      10,630      46,120      35,617
      General and administration  14,486      17,693      65,450      55,705
      Amortization                10,037       8,082      32,194      25,340
      -----------------------------------------------------------------------
      Total operating expenses    67,614      65,567     273,133     227,243
      -----------------------------------------------------------------------

    Income from operations        85,360      85,483     283,183     305,371

    Income from investments in
     affiliates                      248         424         420       1,426
    Investment income                330       4,121       4,623      14,824
    Goodwill impairment charge   (77,255)          -     (77,255)          -
    Interest expense              (1,404)     (3,453)     (6,071)    (10,508)
    Net mark to market on
     interest rate swaps            (578)    (13,289)     (1,414)    (13,289)
    Other acquisition related
     expenses                          -           -           -     (15,902)
    -------------------------------------------------------------------------

    Income before income taxes     6,701      73,286     203,486     281,922

    Income taxes                  34,735      22,881      96,952      98,149

    -------------------------------------------------------------------------
    Net income (loss) before
     non-controlling interests   (28,034)     50,405     106,534     183,773

    Non-controlling interests     (1,197)      1,370       1,833       1,821

    -------------------------------------------------------------------------
    Net income (loss)          $ (26,837)  $  49,035   $ 104,701   $ 181,952
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------

    Earnings per share:
      Basic                    $   (0.36)  $    0.65   $    1.41   $    2.48
      Diluted                  $   (0.36)  $    0.65   $    1.41   $    2.47

    Share information:
      Weighted average number
       of common shares
       outstanding            74,305,951  74,866,873  74,131,244  73,443,944
      Diluted weighted
       average number of
       common shares
       outstanding            74,402,189  74,941,186  74,255,480  73,540,390
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------



    Consolidated Statements of Comprehensive Income (Loss)
    (In thousands of Canadian dollars)
    (Unaudited)

    -------------------------------------------------------------------------
                                  Three months ended     Twelve months ended
                                         December 31,            December 31,
    -------------------------------------------------------------------------
                                    2009        2008        2009        2008
    -------------------------------------------------------------------------

    Net income (loss)          $ (26,837)  $  49,035   $ 104,701   $ 181,952

    Other comprehensive (loss)
     income:

      Unrealized (loss) gain
       on translating financial
       statements of self-
       sustaining foreign
       operations (net of
       tax - $nil)                (1,752)     19,789     (20,880)     24,104
      Unrealized fair value
       gain on the interest
       rate swaps designated
       as cash flow hedges
       (net of taxes)                  -       2,277           -           -
    -------------------------------------------------------------------------
    Comprehensive income
     (loss)                    $ (28,589)  $  71,101   $  83,821   $ 206,056
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------



    Consolidated Statements of Changes in Shareholders' Equity
    (In thousands of Canadian dollars)
    (Unaudited)

    Years ended December 31, 2009 and 2008
    -------------------------------------------------------------------------
                                                          2009          2008
    -------------------------------------------------------------------------

    Common shares:
      Balance, beginning of period                 $ 1,084,399   $   379,370
      Issuance of common shares                         32,052       806,573
      Proceeds from options exercised                      573         6,959
      Cost of exercised options                            170         1,731
      Purchased under normal course issuer bid         (14,575)     (110,234)
      ----------------------------------------------------------------------
      Balance, end of period                         1,102,619     1,084,399

    Share option plan:
      Balance, beginning of period                       5,969         5,060
      Cost of exercised options                           (170)       (1,731)
      Cost of share option plan                          2,909         2,640
      -----------------------------------------------------------------------
      Balance, end of period                             8,708         5,969

    Deficit:
      Balance, beginning of period                    (319,843)     (212,520)
      Net income                                       104,701       181,952
      Dividends on common shares                      (112,973)     (114,099)
      Shares purchased under normal course
       issuer bid                                      (15,860)     (175,176)
      -----------------------------------------------------------------------
      Balance, end of period                          (343,975)     (319,843)

    Accumulated other comprehensive income:
      Balance, beginning of period                      24,104             -
      Unrealized (loss) gain on translating
       financial statements of self-sustaining
       foreign operations                              (20,880)       24,104
      -----------------------------------------------------------------------
      Balance, end of period                             3,224        24,104

    -------------------------------------------------------------------------
    Shareholders' equity, end of period            $   770,576   $   794,629
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------



    Consolidated Statements of Cash Flows
    (In thousands of Canadian dollars)
    (Unaudited)

    -------------------------------------------------------------------------
                                  Three months ended     Twelve months ended
                                         December 31,            December 31,
    -------------------------------------------------------------------------
                                    2009        2008        2009        2008
    -------------------------------------------------------------------------

    Cash flows from (used in)
     operating activities:
      Net income (loss)        $ (26,837)  $  49,035   $ 104,701   $ 181,952
      Adjustments to determine
       net cash flows:
        Amortization              10,037       8,082      32,194      25,340
        Unrealized loss (gain)
         on marketable
         securities                  431      (1,049)        153      (1,206)
        Income from investments
         in affiliates, at
         equity                     (248)       (424)       (420)     (1,426)
        Cost of share option
         plan                        845         728       2,909       2,473
        Payment on termination
         of joint venture              -           -           -      15,152
        Amortized financing fees     185         185         738         492
        Non-controlling
         interests                (1,197)      1,370       1,833       1,821
        Goodwill impairment
         charge                   77,255           -      77,255           -
        Unrealized (gain) loss
         on interest rate swaps   (1,132)     12,477      (6,776)     12,477
        Unrealized foreign
         exchange loss               304         401         343         401
        Future income taxes        6,080      (4,059)      3,476      (9,307)
        Accounts receivable
         and prepaid expenses        561      (1,160)    (12,524)     (1,175)
        Other assets              (1,502)       (122)     (9,226)      4,954
        Accounts payable and
         accrued liabilities       5,920      10,170     (10,409)    (15,063)
        Long-term accrued and
         other liabilities        (3,976)     (1,838)      2,506     (12,263)
        Deferred revenue         (12,156)    (17,507)     33,154      34,566
        Income taxes               1,933       4,470     (15,030)      5,001
        ---------------------------------------------------------------------
                                  56,503      60,759     204,877     244,189

    Cash flows from (used in)
     financing activities:
        Reduction in obligation
         under capital lease      (2,754)        (10)     (2,754)       (177)
        Restricted cash              128          24         543         (47)
        Proceeds from exercised
         options                      70           -         573       6,959
        Dividends on common
         shares                  (28,236)    (28,508)   (112,973)   (114,099)
        Shares purchased under
         normal course issuer
         bid                           -     (27,805)    (30,435)   (285,410)
        Proceeds from term
         loan, net                     -           -           -     427,786
        Dividends paid to
         non-controlling
         interests                     -      (1,946)     (6,353)     (1,946)
        ---------------------------------------------------------------------
                                 (30,792)    (58,245)   (151,399)     33,066

    Cash flows from (used in)
     investing activities:
        Additions to premises
         and equipment            (2,539)       (474)     (7,136)     (5,306)
        Additions to intangible
         assets                   (2,757)     (2,803)    (13,152)     (8,451)
        Marketable securities    (18,705)     15,277      (7,071)    203,546
        Payment on termination
         of joint venture              -           -           -     (15,152)
        Acquisitions, net of
         cash acquired              (831)      7,875     (37,932)   (405,283)
        ---------------------------------------------------------------------
                                 (24,832)     19,875     (65,291)   (230,646)
        Unrealized foreign
         exchange (loss) gain
         on cash and cash
         equivalents held in
         foreign subsidiaries       (313)      2,435      (2,651)      2,435
    -------------------------------------------------------------------------

    (Decrease) increase in cash
     and cash equivalents            566      24,824     (14,464)     49,044

    Cash and cash equivalents,
     beginning of period          87,412      77,618     102,442      53,398

    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    Cash and cash equivalents,
     end of period             $  87,978   $ 102,442   $  87,978   $ 102,442
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------

    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    Supplemental cash flow
     information:
      Interest paid            $   1,219   $   2,994   $   4,619   $  11,038
      Interest received              540       3,811       3,962      12,648
      Income taxes paid           27,499      25,606     110,350     107,114
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------



    Market Statistics

    (Unaudited)
    -------------------------------------------------------------------------
                                Three months ended       Twelve months ended
                                       December 31               December 31
    -------------------------------------------------------------------------
                                 2009         2008         2009         2008
    -------------------------------------------------------------------------

    Toronto Stock Exchange:
      Volume (millions)      27,187.2     33,073.7    118,525.9    109,239.7
      Value ($ billions)        335.6        403.6      1,398.4      1,853.2
      Transactions (000s)    43,670.9     56,726.0    191,321.2    182,901.5
      Issuers Listed            1,462        1,570        1,462        1,570

      New Issuers Listed:          47           27          100          126
        Number of Initial
         Public Offerings          24            7           60           52
        Number of graduates
         from TSX Venture/NEX      10            8           20           45
      New Equity Financing:
       ($ millions)          15,535.1     13,199.5     60,041.4     35,312.0
        Initial Public
         Offering Financings
         ($ millions)         1,791.2        258.2      4,767.9      1,929.0
        Secondary Offering
         Financings*(1)
         ($ millions)        10,642.9     11,005.7     41,120.2     24,523.8
        Supplementary
         Financings
         ($ millions)         3,101.0      1,935.6     14,153.3      8,859.3
    Market Cap of Issuers
     Listed ($ billions)      1,771.9      1,279.3      1,771.9      1,279.3
    S&P/TSX Composite
     Index(2) Close          11,746.1      8,987.7     11,746.1      8,987.7


    TSX Venture Exchange:(3)
      Volume (millions)      15,254.0     10,740.9     46,825.3     44,052.2
      Value ($ millions)      6,656.9      1,900.8     16,092.6     23,796.1
      Transactions (000s)     1,962.8        904.9      5,336.0      5,912.6
      Issuers Listed            2,375        2,443        2,375        2,443

      New Issuers Listed           41           28          107          233
      New Equity Financing:
       ($ millions)           2,721.2        576.0      5,062.9      5,560.2
        Initial Public
         Offering Financings
         ($ millions)            58.8          6.8         90.3        225.1
        Secondary Offering
         Financings(1)
         ($ millions)         2,662.4        569.2      4,972.6      5,335.1
      Market Cap of Issuers
       Listed: ($ billions)      36.3         17.1         36.3         17.1
      S&P/TSX Venture
       Composite Index(2)
       Close                  1,520.7        797.0      1,520.7        797.0

    Toronto Stock Exchange
     and TSX Venture
     Exchange:
      Professional and
       Equivalent Real-time
       Data Subscriptions     153,119      162,460      153,119      162,460

    NGX:
      Total Volume
       (TJs)(4)           3,746,366.2  3,441,275.7 14,800,701.1 14,460,338.1

    -------------------------------------------------------------------------
                                Three months ended       Twelve months ended
                                       December 31               December 31
    -------------------------------------------------------------------------
                                 2009         2008         2009         2008
    -------------------------------------------------------------------------

    Montreal Exchange:
      Volume (Contracts)
       (000s)                 9,825.1      8,302.6     34,753.1     38,064.9
      Open Interest
       (Contracts) (000s)
       as at December 31      2,769.8      2,085.9      2,769.8      2,085.9

      Data Subscriptions       22,876       28,461       22,876       28,461


    Boston Options Exchange:
      Volume (Contracts)
       (000s)                18,912.0     44,521.0    137,784.6    178,650.5

    (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 Exchange's listing standards (181
        issuers at December 31, 2008 and 197 issuers at December 31, 2009).
    (4) Includes natural gas volumes, OTC, bilateral and crude oil business.



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

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

    Future amortization of deferred revenue - initial and additional listing
    fees

    -------------------------------------------------------------------------
                     Q1           Q2           Q3           Q4    Total Year
    -------------------------------------------------------------------------
    2010           19.7         19.6         19.4         19.3          78.0
    2011           19.1         19.0         18.8         18.5          75.4
    2012           18.3         17.9         17.6         17.3          71.1
    2013           17.0         16.8         16.3         15.8          65.9
    2014           15.3         14.8         14.3         13.7          58.1
    2015           13.2         12.6         11.9         11.5          49.2
    2016           10.9         10.1          9.4          8.7          39.1
    2017            7.9          7.0          6.0          5.3          26.2
    2018            4.6          3.9          3.3          2.8          14.6
    2019            2.3          1.8          1.1          0.3           5.5

    Total deferred revenue - initial and additional listing fees     $ 483.1

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

    (1) Please refer to Forward-Looking Information.
    

SOURCE TSX Group Inc.

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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