TMX Group Inc. Reports Results for Third Quarter 2008



    
    -   Revenue of $139.4 million for Q3/08, up 32% over Q3/07
    -   Net income of $50.9 million for Q3/08, up 19% over Q3/07
    -   Diluted earnings per share of 66 cents for Q3/08, versus 62 cents in
        Q3/07
    -   Cash flows from operating activities in Q3/08 of $54.6 million, down
        1% versus Q3/07
    -   Repurchased almost 2.1 million common shares at a cost of
        $72.4 million from August 18, 2008 to September 12, 2008
    -   Announced changes to equity trading fee structure, effective
        January 1, 2009
    

    TORONTO, Oct. 29 /CNW/ - TMX Group Inc. (formerly TSX Group Inc.) (TSX:X)
announced results for the third quarter and first nine months ended
September 30, 2008.
    Thomas Kloet, Chief Executive Officer of TMX Group said, "We are pleased
to be able to deliver solid results for this third quarter despite a more
challenging economic environment. The integration of the Montréal Exchange
within TMX Group is progressing well. The many benefits of this transaction
continue to be apparent in the Canadian market as well as in the United States
options market through BOX."
    Michael Ptasznik, Chief Financial Officer of TMX Group said, "Once again
we were able to report strong operating results from our increasingly
diversified business operations. In addition to the positive impact from MX
and BOX, both our energy trading and market data operations contributed to the
revenue growth."
    On May 1, 2008, TMX Group and Montréal Exchange Inc. (MX) combined their
businesses and, accordingly, the results of MX are included in TMX Group's
consolidated results from May 1, 2008. On August 29, 2008, MX acquired an
additional 21.9% interest in the Boston Options Exchange Group, LLC (BOX) from
the Boston Stock Exchange (BSE), giving MX a majority ownership interest of
53.3% in, and control of, the U.S. equity option exchange. Prior to the
completion of this transaction, MX's 31.4% investment in BOX was accounted for
under the equity method under which our 31.4% of the earnings from BOX was
reported as income from investment in an affiliate. Upon acquisition of
control, the results of BOX have been fully consolidated into TMX Group's
consolidated results from August 29, 2008, with an adjustment made for the
non-controlling interests.
    Certain comparative figures have been reclassified in order to conform
with the financial presentation adopted in the current year.

    
    Summary of Financial Information

    (in millions of dollars, except per share amounts)

                                                                  % Increase/
                                   Q3/08       Q3/07   $ Increase  (decrease)

    Revenue                      $ 139.4     $ 105.9     $  33.5         32%
    Operating expenses           $  62.3     $  44.4     $  17.9         40%
    Net income                   $  50.9     $  42.7     $   8.2         19%
    Earnings per share:
      Basic                      $  0.66     $  0.63     $  0.03          5%
      Diluted                    $  0.66     $  0.62     $  0.04          6%
    Cash flows from
     operating activities        $  54.6     $  55.1    ($   0.5)        (1%)

    (in millions of dollars, except per share amounts)

                                  Nine months ended

                              Sept. 30/08  Sept. 30/07 $ Increase  % Increase

    Revenue                      $ 381.8     $ 313.4     $  68.4         22%
    Operating expenses           $ 161.9     $ 134.4     $  27.5         20%
    Net income                   $ 132.9     $ 118.3     $  14.6         12%
    Earnings per share:
      Basic                      $  1.82     $  1.73     $  0.09          5%
      Diluted                    $  1.82     $  1.72     $  0.10          6%
    Cash flows from
     operating activities        $ 183.4     $ 168.5     $  14.9          9%
    


    Net income for the first nine months of 2008 was reduced due to a payment
of $15.2 million to ISE Ventures, LLC (ISE Ventures), a wholly-owned
subsidiary of International Securities Exchange Holdings, Inc. (ISE), related
to terminating our derivatives joint venture. The following is a
reconciliation of earnings per share to adjusted earnings per share prior to
loss on termination of joint venture(*):

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

    Reconciliation for nine months ended September 30, 2008 and
    September 30, 2007

                                              Nine months ended
                                     Sept. 30/08             Sept. 30/07
                                  Basic      Diluted      Basic      Diluted

    Earnings per share           $  1.82     $  1.82     $  1.73     $  1.72
    Adjustment related to loss
     on termination of joint
     venture                     $  0.21     $  0.20           -           -
                                 --------    --------    --------    --------
    Adjusted earnings per share
     prior to loss on termination
     of joint venture(*)         $  2.03     $  2.02     $  1.73     $  1.72
                                 --------    --------    --------    --------


    Segmented Financial Information

    (in millions of dollars)

                                                     Derivatives
                            Cash Markets      Energy     Markets
                    - Equities and Fixed     Markets        - MX
    Q3/08                         Income       - NGX     and BOX       Total

    Revenue                      $ 108.4     $   7.7     $  23.3     $ 139.4
    Net Income                   $  41.9     $   2.1     $   6.9     $  50.9

    Q3/07

    Revenue                      $ 100.5     $   5.5           -     $ 105.9
    Net Income                   $  41.4     $   1.3           -     $  42.7


                                                     Derivatives
    Nine months             Cash Markets      Energy     Markets
     ended          - Equities and Fixed     Markets        - MX
     Sept. 30/08                  Income       - NGX     and BOX       Total

    Revenue                      $ 322.9     $  21.7     $  37.2     $ 381.8
    Net Income                   $ 116.9     $   5.3     $  10.7     $ 132.9

    Nine months
     ended
     Sept. 30/07

    Revenue                      $ 297.7     $  15.7           -     $ 313.4
    Net Income                   $ 115.5     $   2.8           -     $ 118.3



    Quarter Ended September 30, 2008 compared with Quarter Ended
    September 30, 2007

    Revenue

    Revenue in Q3/08 was $139.4 million, up $33.5 million, or 32% as compared
with $105.9 million in Q3/07 primarily reflecting $23.3 million in revenue
related to the business operations of MX which were combined with TMX Group on
May 1, 2008, revenue related to the operations of BOX from August 29, 2008, as
well as increased issuer services and market data revenue.

    Issuer Services Revenue

    The following is a summary of issuer services revenue reported and issuer
services fees billed(*) (reconciled below in this section) in Q3/08 and Q3/07.

    (in millions of dollars)

                                          Reported
                                                             $          %
                                      Q3/08      Q3/07   increase   increase

    Initial listing fees            $   4.1    $   3.5    $   0.6        17%
    Additional listing fees         $  13.1    $  11.4    $   1.7        15%
    Sustaining listing fees(xx)     $  17.5    $  16.8    $   0.7         4%
    Other issuer services           $   3.5    $   3.1    $   0.4        13%
                                   ---------  ---------  ---------
    Total listing fees              $  38.2    $  34.8    $   3.4        10%
                                   ---------  ---------  ---------

    (in millions of dollars)

                                         Billed(*)
                                                             $          %
                                                         increase/  increase/
                                      Q3/08      Q3/07  (decrease) (decrease)

    Initial listing fees            $   4.3    $   7.2   ($   2.9)      (40%)
    Additional listing fees         $  17.2    $  23.2   ($   6.0)      (26%)
    Sustaining listing fees(xx)     $  17.5    $  16.8    $   0.7         4%
    Other issuer services           $   3.5    $   3.1    $   0.4        13%
                                   ---------  ---------  ---------
    Total listing fees              $  42.5    $  50.3   ($   7.8)      (16%)
                                   ---------  ---------  ---------

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

    (xx) Sustaining listing fees billed, as shown in this table, represents
         the amount recognized for accounting purposes during the quarter.
         Sustaining listing fees are billed during the first quarter of the
         year, recorded as deferred revenue and amortized over the year on a
         straight-line basis.
    

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

    
    Initial Listing Fees (in millions of dollars)         Q3/08        Q3/07

    Initial listing fees billed(*)                      $   4.3     $    7.2
    Initial listing fees billed(*) and
     deferred to future periods                        ($   4.2)   ($    7.1)
    Recognition of initial listing fees billed(*)
     and previously included in deferred revenue        $   4.0     $    3.4
                                                       ---------   ----------
    Initial listing fee revenue reported                $   4.1     $    3.5
                                                       ---------   ----------

    Additional Listing Fees (in millions of dollars)      Q3/08        Q3/07

    Additional listing fees billed(*)                   $  17.2     $   23.2
    Additional listing fees billed(*) and
     deferred to future periods                        ($  16.7)   ($   22.8)
    Recognition of additional listing fees billed(*)
     and previously included in deferred revenue        $  12.6     $   11.0
                                                       ---------   ----------
    Additional listing fee revenue reported             $  13.1     $   11.4
                                                       ---------   ----------


    -   Initial and additional listing fees reported increased due to capital
        market activity and listing fee price increases during the period
        from October 1, 1998 to September 30, 2008 compared with the period
        from October 1, 1997 to September 30, 2007. Initial and additional
        listing fees billed(*) in Q3/08, as compared with Q3/07, reflect a
        decline in the value of securities issued and reserved, somewhat
        offset by changes to the pricing model for each equity exchange that
        were effective January 1, 2008.

    -   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 increase in sustaining listing fees was
        due to fee increases on TSX Venture Exchange that were effective
        January 1, 2008, and the overall higher market capitalization of
        listed issuers at the end of 2007 compared with the end of 2006,
        partially offset by a decrease in sustaining listing fees from
        issuers listed on Toronto Stock Exchange.

    -   Other issuer services includes revenue of $3.2 million from The
        Equicom Group Inc. (Equicom) in Q3/08, compared with $3.1 million in
        Q3/07.

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


    Trading, Clearing and Related Revenue

    (in millions of dollars)

                                                            $           %
                                                        increase/   increase/
                                   Q3/08       Q3/07   (decrease)  (decrease)

    Cash markets:

    -   Toronto Stock Exchange   $  26.0     $  25.3     $   0.7          3%

    -   TSX Venture Exchange     $   5.6     $   6.8    ($   1.2)       (18%)
                                ---------   ---------   ---------
                                 $  31.6     $  32.1    ($   0.5)        (2%)

    -   Shorcan                  $   2.8     $   3.5    ($   0.7)       (20%)
                                ---------   ---------   ---------
    Cash markets revenue         $  34.4     $  35.6    ($   1.2)        (3%)
    Energy markets revenue       $   7.6     $   5.9     $   1.7         29%
    Derivatives markets revenue  $  17.0           -     $  17.0           -
                                ---------   ---------   ---------
    Total trading, clearing
     and related revenue         $  59.0     $  41.5     $  17.5         42%
                                ---------   ---------   ---------

    Cash Markets

    -   Cash markets equity trading revenue from Toronto Stock Exchange
        increased due to a 12% increase in the volume of securities traded in
        Q3/08 over Q3/07 (25.7 billion securities in Q3/08 versus
        22.9 billion securities in Q3/07), partially offset by the impact of
        changes in our pricing model, which were effective November 1, 2007,
        as well as changes in trading activity, patterns and product mix.

    -   Cash markets equity trading revenue from TSX Venture Exchange
        decreased as a result of a 28% decrease in the volume of securities
        traded in Q3/08 over Q3/07 (8.0 billion securities in Q3/08 versus
        11.1 billion securities in Q3/07), somewhat offset by the impact of
        changes in our pricing model, which were effective November 1, 2007,
        as well as changes in trading activity, patterns and product mix.

    -   The decrease in revenue from Shorcan Brokers Limited (Shorcan)
        primarily reflects a decrease in trading in Government of Canada and
        provincial bonds in Q3/08 versus Q3/07.
    

    Equities Trading Fee Revisions(1)

    We are changing our trading fee structure, effective January 1, 2009.
    The fee changes are designed to provide savings for market participants
and are intended to attract additional participants and volume to our
marketplaces by introducing further incentives for adding liquidity to Toronto
Stock Exchange and TSX Venture Exchange central limit order books. In
addition, revised pricing models for Toronto Stock Exchange market makers and
exchange traded funds are expected to improve liquidity and promote trading
growth in these areas.
    Given that many of the changes are structured to respond to customer
needs, it is expected that the impact of the proposed changes will be to
improve TMX Group's competitive position in North America. Based on historical
trading activity, patterns, and product mix, changes to the trading fee
structure could reduce trading revenue by approximately $11 to $14 million on
an annual basis if offsetting benefits, including increased volumes, are not
realized. However, actual trading revenue will depend on future trading
activity, patterns and product mix.

    
    Energy Markets

    -   In Q3/08, the volumes of natural gas and electricity contracts traded
        or cleared on NGX increased by 29% over Q3/07 (3.6 million terajoules
        in Q3/08 versus 2.8 million terajoules in Q3/07). This excludes the
        Alberta Watt Exchange Limited (Watt-Ex) volumes, which represent
        electric operating reserve procurement for the Alberta Electric
        System Operator.

    -   The increased volumes reflect the successful launch of our
        arrangement with ICE on February 9, 2008, which provided us with
        access to substantially more customers and included the launch of new
        products in Canada and the US.

    -   The increase in revenue also reflects price increases that were
        effective in January 2008.

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

    Derivatives Markets

    -   Derivatives markets revenue includes $13.7 million in trading revenue
        from MX (which was combined with TMX Group on May 1, 2008) and BOX
        (following the increase in our ownership interest from 31.4% to 53.3%
        on August 29, 2008). In addition, we received $3.3 million in
        clearing revenue related to MX.

    -   MX volumes decreased by 1% (9.9 million contracts traded in Q3/08
        versus 10.0 million contracts traded in Q3/07).

    -   BOX volumes increased by 100% (18.2 million contracts traded in
        September 2008 versus 9.1 million contracts traded in September
        2007).

    Market Data Revenue

    (in millions of dollars)

                                   Q3/08       Q3/07  $ increase  % increase

                                 $  35.3     $  27.5     $   7.8         28%


    -   Market data revenue increased partly due to a 6% increase in the
        number of professional and equivalent real-time market data
        subscriptions to TSX Datalinx products (over 165,000 at September 30,
        2008 versus over 155,000 at September 30, 2007). This increase
        reflects increased sales to both Canadian and U.S. customers.

    -   Market data revenue also includes $3.4 million in market data revenue
        related to MX, acquired on May 1, 2008 and BOX, following the
        increase in our ownership interest from 31.4% to 53.3% on August 29,
        2008. There were over 28,000 MX market data subscriptions at
        September 30, 2008 and at September 30, 2007.

    -   The increase was also attributable to higher direct feed revenues,
        increased revenue recoveries related to under-reported usage of real-
        time quotes and fee changes that were effective January 1, 2008.
    

    Changes to Market Data Pricing for 2009(2)

    There will be changes to MX and TSX Datalinx market data prices effective
January 1, 2009. This decision followed a review of market data fees on other
major global exchanges. Based on subscriptions at June 30, 2008, it is
anticipated that total market data revenue would have increased by
approximately $4 to $6 million on an annual basis. However, future product mix
and usage may vary, which could impact market data revenue.

    
    Business Services and Other Revenue

    (in millions of dollars)

                                   Q3/08       Q3/07  $ increase  % increase

                                 $   6.8     $   2.0     $   4.8        240%

    -   Business services revenue includes $3.0 million in revenue related to
        the business operations of MX, of which $2.5 million was attributable
        to technology and other related services provided to BOX for the
        period from July 1, 2008 to August 28, 2008, prior to BOX becoming a
        subsidiary of MX. Revenue from BOX from August 29, 2008 to
        September 30, 2008 is eliminated on the consolidation of BOX.

    -   The increase was also due to unrealized foreign exchange gains on
        U.S. dollar receivables due to the positive impact of the
        depreciation of the Canadian dollar against the U.S. dollar in Q3/08,
        compared with unrealized foreign exchange losses on U.S. dollar
        receivables due to the negative impact of the appreciation of the
        Canadian dollar against the U.S. dollar in Q3/07.

    Expenses

    Operating expenses in Q3/08 were $62.3 million, an increase of
$17.9 million, or 40%, as compared with $44.4 million in Q3/07. The increase
was primarily due to the inclusion of $15.7 million of expenses related to the
business operations of MX, following the combination with TMX Group on May 1,
2008 and the operations of BOX from August 29, 2008.

    -------------------------------
    (2) The "Changes to Market Data Pricing for 2009" section above contains
        certain forward looking statements. Please refer to "Forward Looking
        Information" for a discussion of risks and uncertainties related to
        such statements.


    Compensation and Benefits

    (in millions of dollars)

                                   Q3/08       Q3/07  $ increase  % increase

                                 $  32.1     $  23.5     $   8.6         37%


    -   Compensation and benefits costs increased primarily due to the
        inclusion of $6.4 million in costs related to the business operations
        of MX and BOX.

    -   The increase was also due to higher organizational transition costs.

    -   We capitalized $0.2 million of internal development costs related to
        the TSX Quantum gateway and $1.2 million related to SOLA in Q3/08
        compared with $1.4 million related to the TSX Quantum trading engine
        in Q3/07.

    -   There were 850 employees at September 30, 2008, which included 225 MX
        employees and 24 BOX employees, versus 610 at September 30, 2007.
        This increase in employees was partially offset by a net reduction of
        9 employees.

    Information and Trading Systems

    (in millions of dollars)

                                   Q3/08       Q3/07  $ increase  % increase

                                 $   9.4     $   6.8     $   2.6         38%

    -   Information and trading systems costs included $1.7 million in costs
        related to the business operations of MX and BOX.

    -   Information and trading systems costs also increased due to ongoing
        expenses primarily related to NGX's initiative with ICE.

    General and Administration

    (in millions of dollars)

                                   Q3/08       Q3/07  $ increase  % increase

                                 $  13.9     $  10.0     $   3.9         39%

    -   General and administration costs included $4.4 million in costs
        related to the business operations of MX and BOX.

    -   General and administration costs were partially offset by a decrease
        in fees paid to external advisors.

    Amortization

    (in millions of dollars)

                                   Q3/08       Q3/07  $ increase  % increase

                                 $   7.0     $   4.1     $   2.9         71%

    -   Amortization costs included $3.3 million in costs related to MX and
        BOX.

    Income from Investments in Affiliates

    (in millions of dollars)

                                               Q3/08       Q3/07  $ increase

                                             $   0.5     $   0.1     $   0.4

    -   Income from investments in affiliates includes $0.5 million
        representing MX's share of BOX income based on a 31.4% interest in
        BOX from July 1, 2008 to August 29, 2008. BOX volumes increased by 9%
        from July 1, 2008 to August 29, 2008 compared with July 1, 2007 to
        August 29, 2007 (30.6 million contracts traded from July 1, 2008 to
        August 29, 2008 versus 28.1 million contracts traded from July 1,
        2007 to August 29, 2007).

    -   Our 47% share of the income from CanDeal.ca Inc. (CanDeal) was nil,
        compared with $0.1 million in Q3/07.

    Investment Income

    (in millions of dollars)

                                                            $           %
                                   Q3/08       Q3/07   (decrease)  (decrease)

                                 $   2.9     $   4.9    ($   2.0)       (41%)

    -   Investment income decreased due to a decrease in cash available for
        investment. In addition, there were lower returns on short-term bond
        fund investments during Q3/08 versus Q3/07.

    -   The decrease was partially offset by the inclusion of $1.9 million of
        investment income earned by MX in Q3/08.

    Interest Expense

    (in millions of dollars)

                                   Q3/08       Q3/07  $ increase  % increase

                                 $   4.3     $   0.0     $   4.3           -

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

    Income Taxes

    (in millions of dollars)

                                                            Effective tax
                                                                rate (%)

                                   Q3/08       Q3/07       Q3/08       Q3/07

                                 $  24.8     $  23.9         33%         36%

    -   The effective tax rate of 33% in Q3/08 was lower than the effective
        tax rate of 36% in Q3/07 primarily due to a lower federal tax rate
        and lower adjustments to the value of the future income tax asset.

    Nine Months Ended September 30, 2008 Compared with Nine Months Ended
    September 30, 2007
    

    Revenue

    Revenue was $381.8 million for the first nine months of 2008, up
$68.4 million, or 22% compared with $313.4 million for the first nine months
of 2007 reflecting $37.2 million in revenue related to the business operations
of MX which were combined with TMX Group on May 1, 2008, revenue from the
operations of BOX from August 29, 2008 and increased issuer services and
market data revenue. In addition, revenue in the first nine months of 2008
included $11.1 million from Equicom, acquired June 1, 2007, compared with
$4.2 million in the first nine months of 2007.

    Issuer Services Revenue

    The following is a summary of issuer services revenue reported and issuer
services fees billed(*) (reconciled below in this section) in the first nine
months of 2008 and the first nine months of 2007.

    
    (in millions of dollars)

                                         Reported
                                        Nine months
                                           ended

                                      Sept.      Sept.       $          %
                                      30/08      30/07   increase   increase

    Initial listing fees            $  11.9    $  10.1    $   1.8        18%
    Additional listing fees         $  37.9    $  32.2    $   5.7        18%
    Sustaining listing fees(xx)     $  52.1    $  50.7    $   1.4         3%
    Other issuer services           $  12.2    $   4.2    $   8.0       190%
                                   ---------  ---------  ---------
    Total listing fees              $ 114.1    $  97.2    $  16.9        17%
                                   ---------  ---------  ---------

                                         Billed(*)
                                        Nine months
                                           ended
                                                             $          %
                                      Sept.      Sept.   increase/  increase/
                                      30/08      30/07  (decrease) (decrease)

    Initial listing fees            $  15.4    $  22.3   ($   6.9)      (31%)
    Additional listing fees         $  61.1    $  81.7   ($  20.6)      (25%)
    Sustaining listing fees(xx)     $  52.1    $  50.7    $   1.4         3%
    Other issuer services           $  12.2    $   4.2    $   8.0       190%
                                   ---------  ---------  ---------
    Total listing fees              $ 140.8    $ 158.9   ($  18.1)      (11%)
                                   ---------  ---------  ---------
    

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

    
    -------------------------------
    (*)  See discussion under the heading Non-GAAP Financial Measures.
    (xx) Sustaining listing fees billed, as shown in this table, represents
         the amount recognized for accounting purposes during the period.
         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.

                                                           Nine months ended

                                                           Sept.       Sept.
    Initial Listing Fees (in millions of dollars)          30/08       30/07

    Initial listing fees billed(*)                       $  15.4     $  22.3
    Initial listing fees billed and deferred
     to future periods                                  ($  15.1)   ($  22.0)
    Recognition of initial listing fees billed(*)
     and previously included in deferred revenue         $  11.6     $   9.8
                                                        ---------   ---------
    Initial listing fee revenue reported                 $  11.9     $  10.1
                                                        ---------   ---------

                                                           Nine months ended

                                                           Sept.       Sept.
    Additional Listing Fees (in millions of dollars)       30/08       30/07

    Additional listing fees billed(*)                    $  61.1     $  81.7
    Additional listing fees billed(*) and deferred
     to future periods                                  ($  60.0)   ($  80.4)
    Recognition of additional listing fees billed(*)
     and previously included in deferred revenue         $  36.8     $  30.9
                                                        ---------   ---------
    Additional listing fee revenue reported              $  37.9     $  32.2
                                                        ---------   ---------

    -   Initial and additional listing fees reported increased due to capital
        market activity and listing fee price increases during the period
        from April 1, 1998 to September 30, 2008 compared with the period
        from April 1, 1997 to September 30, 2007. Initial and additional
        listing fees billed(*) in the first nine months of 2008, as compared
        with the first nine months of 2007, reflect a decline in the value of
        securities issued and reserved, somewhat offset by changes to the
        pricing model for each equity exchange that were effective January 1,
        2008.

    -   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 increase in sustaining listing fees was
        due to fee increases on TSX Venture Exchange that were effective
        January 1, 2008, and the overall higher market capitalization of
        listed issuers at the end of 2007 compared with the end of 2006,
        partially offset by a decrease in sustaining listing fees from
        issuers listed on Toronto Stock Exchange.

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

    -   Other issuer services includes revenue of $11.1 million from Equicom,
        compared with $4.2 million in the first nine months of 2007. Equicom
        was acquired June 1, 2007 and provides investor relations and related
        corporate communications services to public issuers in Canada.

    Trading, Clearing and Related Revenue

    (in millions of dollars)

                                   Nine months ended
                                                            $           %
                                   Sept.       Sept.    increase/   increase/
                                   30/08       30/07   (decrease)  (decrease)

    Cash markets:

    -   Toronto Stock Exchange   $  74.3     $  77.4    ($   3.1)        (4%)
    -   TSX Venture Exchange     $  22.8     $  23.4    ($   0.6)        (3%)
                                ---------   ---------   ---------
                                 $  97.1     $ 100.8    ($   3.7)        (4%)
    -   Shorcan                  $   9.2     $  10.2    ($   1.0)       (10%)
                                ---------   ---------   ---------
    Cash markets revenue         $ 106.3     $ 111.0    ($   4.7)        (4%)
    Energy markets revenue       $  21.5     $  15.5     $   6.0         39%
    Derivatives markets revenue  $  26.0           -     $  26.0           -
                                ---------   ---------   ---------
    Total trading, clearing
     and related revenue         $ 153.8     $ 126.5     $  27.3         22%
                                ---------   ---------   ---------

    Cash Markets

    -   Cash markets equity trading revenue from Toronto Stock Exchange
        decreased as a result of changes in our pricing model, which were
        effective November 1, 2007, as well as changes in trading activity,
        patterns and product mix. The impact was partially offset by a 7%
        increase in the volume of securities traded on Toronto Stock Exchange
        in the first nine months of 2008 over the first nine months of 2007
        (76.2 billion securities in the first nine months of 2008 versus
        71.4 billion securities in the first nine months of 2007).

    -   Cash markets equity trading revenue from TSX Venture Exchange
        decreased due to a 12% decrease in the volume of securities traded in
        the first nine months of 2008 over the first nine months of 2007
        (33.3 billion securities in the first nine months of 2008 versus
        38.0 billion securities in the first nine months of 2007). This was
        partially offset by the impact of changes in our pricing model, which
        were effective November 1, 2007, as well as changes in trading
        activity, patterns and product mix.

    -   The decrease in revenue from Shorcan primarily reflects a decrease in
        trading in Government of Canada and provincial bonds in the first
        nine months of 2008 versus the first nine months of 2007.

    Energy Markets

    -   In the first nine months of 2008, the volumes of natural gas and
        electricity contracts traded or cleared on NGX increased by 36% over
        the first nine months of 2007 (11.0 million terajoules in the first
        nine months of 2008 versus 8.1 million terajoules in the first nine
        months of 2007). This excludes the Watt-Ex volumes, which represent
        electric operating reserve procurement for the Alberta Electric
        System Operator.

    -   The increased volumes reflect the launch of our arrangement with ICE
        on February 9, 2008 which provided us with access to substantially
        more customers and included the launch of new products in Canada and
        the US.

    -   The increase in revenue also reflects price increases that were
        effective in January 2008.

    -   In the first nine months of 2008, on a net basis, NGX deferred
        $0.9 million more revenue than in the first nine months of 2007,
        which somewhat offset the increase in revenue.

    Derivatives Markets

    -   Derivatives markets revenue includes $20.5 million in trading revenue
        from MX (which was combined with TMX Group on May 1, 2008) and BOX
        (following the increase in our ownership interest from 31.4% to 53.3%
        on August 29, 2008). In addition, we received $5.5 million in
        clearing revenue related to MX.

    -   MX volumes decreased by 10% (16.5 million contracts traded from
        May 1, 2008 - September 30, 2008 versus 18.3 million contracts traded
        from May 1, 2007 - September 30, 2007).

    -   BOX volumes increased by 100% (18.2 million contracts traded in
        September 2008 versus 9.1 million contracts traded in September
        2007).

    Market Data Revenue

    (in millions of dollars)

                                   Nine months ended
                                   Sept.       Sept.
                                   30/08       30/07  $ increase  % increase

                                 $  97.5     $  81.9     $  15.6         19%

    -   Market data revenue increased partly due to a 6% increase in the
        number of professional and equivalent real-time market data
        subscriptions to TSX Datalinx products (over 165,000 at September 30,
        2008 versus over 155,000 at September 30, 2007). This increase
        reflects increased sales to both Canadian and U.S. customers.

    -   Market data revenue included $5.3 million in revenue related to the
        business operations of MX from May 1, 2008 and BOX, following the
        increase in our ownership interest from 31.4% to 53.3% on August 29,
        2008. There were over 28,000 MX market data subscriptions at
        September 30, 2008 and at September 30, 2007.

    -   The increase was also attributable to higher direct feed revenues,
        increased revenue recoveries related to under-reported usage of real-
        time quotes and fee changes that were effective January 1, 2008.

    -   The increase was partially offset by the impact of the appreciation
        of the Canadian dollar against the U.S. dollar for the period from
        January 1, 2008 to September 30, 2008 compared with January 1, 2007
        to September 30, 2007.

    Business Services and Other Revenue

    (in millions of dollars)

                                   Nine months ended
                                   Sept.       Sept.
                                   30/08       30/07  $ increase  % increase

                                 $  16.4     $   7.7     $   8.7        113%

    -   Business Services revenue includes $5.9 million in revenue related to
        the business operations of MX from May 1, 2008, of which $5.0 million
        was attributable to technology and other related services provided to
        BOX from May 1, 2008 to August 28, 2008, prior to BOX becoming a
        subsidiary of MX. Revenue from BOX from August 29, 2008 to
        September 30, 2008 is eliminated on the consolidation of BOX.

    -   The increase was also due to unrealized foreign exchange gains on
        U.S. dollar receivables due to the positive impact of the
        depreciation of the Canadian dollar against the U.S. dollar in the
        first nine months of 2008, compared with unrealized foreign exchange
        losses on U.S. dollar receivables due to the negative impact of the
        appreciation of the Canadian dollar against the U.S. dollar in the
        first nine months of 2007.
    

    Expenses

    Operating expenses in the first nine months of 2008 were $161.9 million,
an increase of $27.5 million, or 20%, as compared with $134.4 million in the
first nine months of 2007. The increase was primarily due to the inclusion of
$25.4 million of expenses related to the business operations of MX, following
the combination with TMX Group on May 1, 2008 and the operations of BOX from
August 29, 2008. In addition, there were $8.7 million of expenses related to
the business operations of Equicom, acquired June 1, 2007, in the first nine
months of 2008 compared with $3.8 million in the first nine months of 2007.
The overall increase was somewhat offset by lower compensation and benefits
costs related to the long-term incentive plan, pension costs and
organizational transition expenses.

    
    Compensation and Benefits

    (in millions of dollars)

                                   Nine months ended

                                   Sept.       Sept.
                                   30/08       30/07  $ increase  % increase

                                 $  81.4     $  71.6     $   9.8         14%

    -   Compensation and benefits costs increased primarily due to the
        inclusion of $10.6 million in costs related to MX and BOX. There were
        $4.4 million in costs related to the business operations of Equicom,
        acquired on June 1, 2007, in the first nine months of 2008 compared
        with $2.1 million in the first nine months of 2007.

    -   The increase was partially offset by lower organizational transition
        costs, lower expenses associated with the long-term incentive plan
        and lower pension costs.

    -   We capitalized $2.4 million of internal development costs related to
        the TSX Quantum trading engine and gateway and $2.0 million related
        to SOLA in the first nine months of 2008 compared with $3.2 million
        related to the TSX Quantum trading engine in the first nine months of
        2007.

    -   There were 850 employees at September 30, 2008, which included 225 MX
        employees and 24 BOX employees, versus 610 at September 30, 2007.
        This increase in employees was partially offset by a net reduction of
        9 employees.

    Information and Trading Systems

    (in millions of dollars)

                                   Nine months ended

                                   Sept.       Sept.
                                   30/08       30/07  $ increase  % increase

                                 $  25.2     $  19.9     $   5.3         27%

    -   Information and trading systems costs included $2.6 million in costs
        related to MX and BOX. There were also $0.2 million in costs
        associated with the business of Equicom, which was acquired June 1,
        2007, in the first nine months of 2008 compared with $0.1 million in
        the first nine months of 2007.

    -   Information and trading systems costs also increased due to ongoing
        expenses primarily related to NGX's initiative with ICE.

    General and Administration

    (in millions of dollars)

                                   Nine months ended

                                   Sept.       Sept.
                                   30/08       30/07  $ increase  % increase

                                 $  38.1     $  31.3     $   6.8         22%

    -   General and administration costs included $6.9 million in costs
        related to MX and BOX. There were also $4.0 million in costs
        associated with the business operations of Equicom, which was
        acquired June 1, 2007, in the first nine months of 2008 compared with
        $1.6 million in the first nine months of 2007.

    -   General and administration costs increased as a result of paying
        higher fees to Market Regulation Services Inc. (RS) and Investment
        Industry Regulatory Organization of Canada (IIROC) for regulation
        services, which were more than offset by a decrease in fees paid to
        external advisors and lower capital expense.

    Amortization

    (in millions of dollars)

                                   Nine months ended

                                   Sept.       Sept.
                                   30/08       30/07  $ increase  % increase

                                 $  17.3     $  11.6     $   5.7         49%

    -   Amortization costs increased reflecting amortization of $5.3 million
        related to MX and BOX, and increased amortization from intangible
        assets primarily related to TSX Quantum. There were also $0.8 million
        in depreciation and amortization costs associated with the business
        operations of Equicom, which was acquired June 1, 2007, in the first
        nine months of 2008 compared with $0.3 million in the first nine
        months of 2007.

    Income from Investments in Affiliates

    (in millions of dollars)

                                               Nine months ended

                                               Sept.       Sept.
                                               30/08       30/07  $ increase

                                             $   1.0     $   0.2     $   0.8

    -   Income from investments in affiliates includes $0.7 million
        representing MX's share of BOX income based on a 31.4% interest in
        BOX from May 1, 2008 to August 29, 2008. BOX volumes increased by 26%
        from May 1, 2008 to August 29, 2008, compared with May 1, 2007 to
        August 29, 2007 (59.9 million contracts traded from May 1, 2008 to
        August 29, 2008 versus 47.6 million contracts traded from May 1, 2007
        to August 29, 2007).

    -   Income from investments in affiliates also includes $0.3 million,
        representing TSX Inc.'s share of CanDeal income for the first nine
        months of 2008 based on a 47% interest in CanDeal, compared with
        $0.2 million for the first nine months of 2007.

    Investment Income

    (in millions of dollars)

                                   Nine months ended

                                   Sept.       Sept.
                                   30/08       30/07  $ increase  % increase

                                 $  10.7     $  10.0     $   0.7          7%

    -   Investment income increased due to the inclusion of $2.7 million of
        investment income earned by MX since May 1, 2008.

    -   The increase was largely offset by lower investment income due to a
        decrease in cash available for investment and lower returns on short-
        term bond fund investments during the first nine months of 2008
        compared with the first nine months of 2007.

    Interest Expense

    (in millions of dollars)

                                   Nine months ended

                                   Sept.       Sept.
                                   30/08       30/07  $ increase  % increase

                                 $   7.1     $   0.0     $   7.1           -

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

    Other Acquisition Related Expenses

    (in millions of dollars)

                                               Nine months ended

                                               Sept.       Sept.
                                               30/08       30/07  $ increase

                                             $  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, which was accrued in Q1/08.

    -   When we acquired NGX in 2004, TMX Group entered into an arrangement
        with MX and paid MX $5.0 million. We amortized this amount over five
        years, the remaining term in the 1999 Memorandum of Agreement with
        MX, or $1.0 million per annum. As a result of the May 1, 2008
        business combination, we have now expensed the remaining balance in
        Other Assets of $0.7 million.

    Income Taxes

    (in millions of dollars)

                                                               Effective
                                                              tax rate (%)

                                   Nine months ended       Nine months ended

                                   Sept.       Sept.       Sept.       Sept.
                                   30/08       30/07       30/08       30/07

                                 $  75.3     $  70.9         36%         37%

    -   The effective tax rate for the first nine months of 2008 was lower
        than that for 2007 partially due to a lower federal tax rate.

    -   The effective tax rate in the first nine months of 2008 was higher
        than our statutory rate of 33% primarily due to making a payment of
        $15.2 million to ISE Ventures, which is not being deducted for tax
        purposes.

    -   The effective tax rate in the first nine months of 2007 was somewhat
        higher than our statutory tax rate of 35% for 2007 partially due to
        adjustments to the value of the future income tax asset.
    

    Non-controlling Interest

    Upon the acquisition of control of BOX on August 29, 2008, with a 53.3%
share, the results of BOX have been fully consolidated into our consolidated
statements of income. The non-controlling interests represent the other BOX
shareholders' 46.7% share of net income.

    Comprehensive Income

    As a result of our combination with MX on May 1, 2008, our consolidated
financial statements include Statements of Comprehensive Income not previously
included in our consolidated financial statements and accompanying notes for
the year ended December 31, 2007.
    Comprehensive Income was $52.0 million for Q3/08 and is comprised of Net
Income of $50.9 million and Other Comprehensive Income of $1.1 million.

    
    Other comprehensive income includes:

    -   The unrealized gain on the foreign currency translation of BOX, a
        self-sustaining foreign operation, which amounted to $3.4 million for
        Q3/08; and

    -   the unrealized fair value loss on the interest rate swaps designated
        as cash flow hedges, which amounted to $2.3 million for Q3/08.

    Comprehensive Income was $135.0 million for the first nine months of 2008
and is comprised of Net Income of $132.9 million and Other Comprehensive
Income of $2.0 million.

    Other comprehensive income includes:

    -   The unrealized gain on the foreign currency translation of BOX, a
        self-sustaining foreign operation, which amounted to $4.3 million the
        first nine months of 2008; and

    -   the unrealized fair value loss on the interest rate swaps designated
        as cash flow hedges, which amounted to $2.3 million for the first
        nine months of 2008.

    Our Accumulated Other Comprehensive Income of $2.0 million as at September
30, 2008 is included as a component of Shareholders' Equity.

    Liquidity and Capital Resources

    Cash, Cash Equivalents and Marketable Securities

    (in millions of dollars)

        September 30, 2008          December 31, 2007         $ (decrease)

              $ 203.7                    $ 302.8                ($  99.1)

    -   The decrease was due to three dividend payments of $0.38 per common
        share, or $85.6 million in aggregate, as well as to payments
        totalling $257.6 million relating to the repurchase of 6,523,249
        common shares under our normal course issuer bid (NCIB) in the first
        nine months of 2008.

    -   In addition, the decrease was due to a payment of $15.2 million to
        ISE Ventures relating to the termination of our previously announced
        derivatives joint venture, additions to intangible assets of
        $5.7 million related to TSX Quantum and SOLA internal development
        costs as well as capital expenditures of $4.8 million.

    -   While the combination with MX was financed with long-term debt and
        common shares, we did acquire cash and marketable securities when we
        combined with MX. At September 30, 2008, MX had $87.2 million of cash
        and cash equivalents and marketable securities, after paying
        $57.9 million for the increased investment in BOX on August 29, 2008.

    -   The decrease was also partially offset by cash generated from
        operating activities of $183.4 million.


    Total Assets

    (in millions of dollars)

        September 30, 2008          December 31, 2007          $ increase

             $ 3,482.9                  $ 1,523.9              $ 1,959.0

    -   Total assets primarily increased due to recording $824.2 million of
        intangible assets and $567.1 million of goodwill related to both the
        combination with MX on May 1, 2008 and the acquisition of control of
        BOX on August 29, 2008.

    -   Total assets also increased due to the inclusion of MX daily
        settlements and cash deposits receivable of $498.2 million as at
        September 30, 2008 related to MX's clearing operations. MX also
        carried offsetting liabilities related to daily settlements and cash
        deposits which were $498.2 million at September 30, 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 option transactions each day that
        are required to be collected from/paid to clearing members prior to
        the commencement of the next trading day.

    -   The overall increase was also due to higher energy contracts
        receivable of $841.0 million at September 30, 2008 related to the
        clearing operations of NGX, compared with $745.4 million at the end
        of 2007. The higher level of receivables reflected higher natural gas
        prices at the end of September 2008 compared with the end of
        December 2007 and higher volumes. As the clearing counterparty to
        every trade, NGX also carries offsetting liabilities in the form of
        energy contracts payable, which were $841.0 million at September 30,
        2008 compared with $745.4 million at the end of 2007.

    -   The overall increase also reflected an increase in current assets
        related to the fair value of open energy contracts ($120.0 million as
        at September 30, 2008, compared with $74.9 million at December 31,
        2007). The higher level of receivables reflected higher natural gas
        prices at the end of September 2008 compared with the end of
        December 2007. NGX also carried offsetting liabilities related to the
        fair value of open energy contracts which were $120.0 million at
        September 30, 2008 compared with $74.9 million at December 31, 2007.

    -   Total assets included a decrease in cash and cash equivalents and
        marketable securities of $99.1 million.


    Credit Facilities and Guarantee

    Long-term Debt

    (in millions of dollars)

        September 30, 2008          December 31, 2007          $ increase

             $ 428.1                     $     -                 $ 428.1

    -   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. TMX Group may draw
        on these facilities in Canadian dollars by way of prime rate loans
        and/or Bankers' Acceptances or in U.S. dollars by way of LIBOR loans
        and/or U.S. base rate loans. Currently, the acceptance fee rate for
        Bankers' Acceptances and margin for LIBOR loans is 0.45%. On
        April 30, 2008, we drew down $430.0 million in Canadian funds on the
        three-year 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 by fixing the
        interest rate relating to $300.0 million of principal as follows:

        ---------------------------------------------------------------------
                                      Interest rate we
             Notional value         will pay under swap       Maturity date
        (in millions of dollars)    (excludes 0.45% fee)         of swap
        ---------------------------------------------------------------------
          Swap No. 1 - $100.0             3.496%             August 31, 2009
          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,
        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 September 30, 2008, all covenants were met.


    Other Credit Facility and Guarantee

    NGX maintains an unsecured clearing backstop fund of U.S. $100.0 million.
We are the guarantor of this fund on an unsecured basis.
    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. Borrowings under the facilities, which
are required to be collateralized, bear interest based on the bank's prime
rate plus 0.75%.
    These facilities have not been drawn upon at September 30, 2008.

    
    Shareholders' Equity

    (in millions of dollars)

        September 30, 2008          December 31, 2007          $ increase

             $ 779.1                     $ 171.9                 $ 607.2

    -   Shareholders' equity increased primarily due to an increase in share
        capital of $806.6 million relating to the issuance of 15.3 million
        shares upon our combination with MX. We earned $132.9 million of net
        income in the first nine months of 2008. In addition, proceeds of
        $7.0 million were received on the exercise of options in the first
        nine months of 2008.

    -   The increase in shareholders' equity was partially offset by the
        repurchase of shares in connection with our NCIB announced on
        August 1, 2007. Under the expired NCIB, we purchased 6,841,051 shares
        for cancellation at a weighted average price per share of $42.79,
        which was the maximum allowable under the plan. From May 2, 2008 to
        July 22 2008, we repurchased 4,441,189 common shares at a cost of
        $185.2 million under our original NCIB.

    -   We have received Toronto Stock Exchange approval to renew our NCIB
        and purchase up to 7,595,585 of our common shares through the
        facilities of Toronto Stock Exchange or other Canadian marketplaces.
        We may also enter into one or more private agreements to purchase
        common shares, provided that we first obtain an order from the
        relevant securities regulatory authority to permit such agreements.
        These purchases will terminate on August 17, 2009 or such earlier
        date as we complete our permitted purchases. We will make our
        purchases in accordance with Toronto Stock Exchange requirements and
        the price we pay for any such common shares will be the market price
        of such shares at the time of acquisition. All shares purchased by
        TMX Group under the NCIB will be cancelled. We entered into a
        pre-defined plan with our designated broker to allow for the
        repurchase of common shares at times when we would not ordinarily be
        active in the market due to our own internal trading blackout
        periods, insider trading rules or otherwise. From August 18, 2008 to
        September 12, 2008, we repurchased 2,082,060 common shares at a cost
        of $72.4 million under our new NCIB.

    -   In addition, we paid $85.6 million in dividends during the first nine
        months of 2008.

    -   In connection with the combination with MX, on May 1, 2008, we issued
        162,194 share options in exchange for 208,400 MX share options.

    -   We have obtained approval from Toronto Stock Exchange to issue up to
        1.5 million common shares to satisfy the purchase price payable for
        NTP if we acquire NTP from Enbridge and Circuit Technology.

    -   At September 30, 2008, there were 75,403,577 common shares issued and
        outstanding. In the first nine months of 2008, 331,848 common shares
        were issued on the exercise of share options. At September 30, 2008,
        4,252,296 common shares were reserved for issuance upon the exercise
        of options granted under the share option plan. At September 30,
        2008, there were 1,025,741 options outstanding.

    -   At October 28, 2008, there were 75,403,577 common shares issued and
        outstanding and 1,024,015 options outstanding under the share option
        plan.


    Cash Flows from Operating Activities

    (in millions of dollars)

                                                                   (Decrease)
                                               Q3/08       Q3/07     in cash

    Cash Flows from Operating Activities     $  54.6     $  55.1    ($   0.5)

    Cash Flows from Operating Activities were $0.5 million lower in Q3/08
compared with Q3/07 due to:

     (in millions of dollars)
                                                                    Increase/
                                                                   (decrease)
                                               Q3/08       Q3/07     in cash

    Net income                               $  50.9     $  42.7     $   8.2
    Amortization                             $   7.0     $   4.1     $   2.9
    Unrealized (gain) loss on marketable
     securities                              $   0.7    ($   0.8)    $   1.5
    (Increase) in future income tax asset   ($   1.3)   ($   3.2)    $   1.9
    Decrease in accounts receivable and
     prepaid expenses                        $   8.6     $   7.5     $   1.1
    (Increase)/decrease in other assets      $   1.3    ($   1.1)    $   2.4
    Net increase/(decrease) in accounts
     payable and accrued liabilities        ($   2.5)    $   6.4    ($   8.9)
    (Decrease) in deferred revenue          ($  13.2)   ($   2.5)   ($  10.7)
    Net increase in income taxes payable     $   2.2     $   1.5     $   0.7
    Net increase in other items              $   0.9     $   0.5     $   0.4
                                            ---------   ---------   ---------
    Cash Flows from Operating Activities     $  54.6     $  55.1    ($   0.5)
                                            ---------   ---------   ---------


    (in millions of dollars)
                                              Nine months ended

                                               Sept.       Sept.    Increase
                                               30/08       30/07     in cash

    Cash Flows from Operating Activities     $ 183.4     $ 168.5     $  14.9

    Cash Flows from Operating Activities were $14.9 million higher in the
first nine months of 2008 compared with the first nine months of 2007 due to:

    (in millions of dollars)
                                               Nine months ended
                                                                    Increase/
                                                Sept.       Sept.  (decrease)
                                               30/08       30/07     in cash

    Net income                               $ 132.9     $ 118.3     $  14.6
    Amortization                             $  17.3     $  11.6     $   5.7
    Unrealized (gain) loss on marketable
     securities                             ($   0.2)    $   3.0    ($   3.2)
    (Increase) in future income tax asset   ($   5.2)   ($  13.3)    $   8.1
    Payment to ISE Ventures related to
     termination of joint venture            $  15.2           -     $  15.2
    (Increase) in accounts receivable and
     prepaid expenses                              -    ($  13.2)    $  13.2
    (Increase)/decrease in other assets      $   5.1    ($   0.2)    $   5.3
    Net (decrease) in accounts payable and
     accrued liabilities                    ($  35.7)   ($   5.4)   ($  30.3)
    Increase in deferred revenue             $  52.1     $  79.6    ($  27.5)
    Net increase/(decrease) in income
     taxes payable                           $   0.5    ($  13.4)    $  13.9
    Net increase in other items              $   1.4     $   1.5    ($   0.1)
                                            ---------   ---------   ---------
    Cash Flows from Operating Activities     $ 183.4     $ 168.5     $  14.9
                                            ---------   ---------   ---------


    Cash Flows from (used in) Financing Activities

    (in millions of dollars)
                                                                   (Decrease)
                                               Q3/08       Q3/07     in cash
    Cash Flows from (used in) Financing
     Activities                             ($ 152.2)   ($  98.9)   ($  53.3)

    Cash Flows used in Financing Activities were $53.3 million higher in Q3/08
compared with Q3/07 due to:

     (in millions of dollars)
                                                                    Increase/
                                                                   (decrease)
                                               Q3/08       Q3/07     in cash

    Dividends paid on common shares         ($  29.4)   ($  26.0)   ($   3.4)
    Repurchase of common shares under NCIB  ($ 123.2)   ($  73.8)   ($  49.4)
    Net increase in other items              $   0.4     $   0.9    ($   0.5)
                                            ---------   ---------   ---------
    Cash Flows from (used in) Financing
     Activities                             ($ 152.2)   ($  98.9)   ($  53.3)
                                            ---------   ---------   ---------

    (in millions of dollars)
                                               Nine months ended

                                                Sept.       Sept.   Increase
                                               30/08       30/07     in cash

    Cash Flows from (used in) Financing
     Activities                              $  91.3    ($ 148.2)    $ 239.5

    Cash Flows from Financing Activities were $239.5 million higher in the
first nine months of 2008 compared with the first nine months of 2007 due to:

    (in millions of dollars)
                                               Nine months ended
                                                                    Increase/
                                                Sept.       Sept.  (decrease)
                                               30/08       30/07     in cash
    Net proceeds on term loan used to
     finance cash portion of purchase
     price for MX                            $ 427.8           -     $ 427.8
    Dividends paid on common shares         ($  85.6)   ($  78.1)   ($   7.5)
    Repurchase of common shares under NCIB  ($ 257.6)   ($  73.8)   ($ 183.8)
    Proceeds from exercised options          $   7.0     $   4.4     $   2.6
    Net (decrease) in other items           ($   0.3)   ($   0.7)    $   0.4
                                            ---------   ---------   ---------
    Cash Flows from (used in) Financing
     Activities                              $  91.3    ($ 148.2)    $ 239.5
                                            ---------   ---------   ---------


    Cash Flows from (used in) Investing Activities

    (in millions of dollars)
                                                                    Increase
                                               Q3/08       Q3/07     in cash

    Cash Flows from (used in) Investing
     Activities                              $  56.6     $  53.2     $   3.4

    Cash Flows from Investing Activities were $3.4 million higher in Q3/08
compared with Q3/07 due to:

    (in millions of dollars)
                                                                    Increase/
                                                                   (decrease)
                                               Q3/08       Q3/07     in cash

    Acquisition of controlling interest in
     BOX, net of cash                       ($  56.0)          -    ($  56.0)
    Payments related to option to purchase
     NetThruPut Inc. shares                        -    ($  10.3)    $  10.3
    Capital expenditures primarily related
     to technology investments and
     leasehold improvements                 ($   1.6)   ($   2.4)    $   0.8
    Additions to intangible assets
     including TSX Quantum and SOLA
     internal development costs             ($   1.6)   ($   2.1)    $   0.5
    Net sale of marketable securities        $ 115.8     $  68.0     $  47.8
                                            ---------   ---------   ---------
    Cash Flows from (used in) Investing
     Activities                              $  56.6     $  53.2     $   3.4
                                            ---------   ---------   ---------


    (in millions of dollars)
                                               Nine months ended
                                                Sept.       Sept.  (Decrease)
                                               30/08       30/07     in cash
    Cash Flows from (used in) Investing
     Activities                             ($ 250.5)   ($  11.3)   ($ 239.2)

    Cash Flows (used in) Investing Activities were $239.2 million higher in
the first nine months of 2008 compared with the first nine months of 2007 due
to:

    (in millions of dollars)
                                               Nine months ended
                                                                    Increase/
                                                Sept.       Sept.  (decrease)
                                               30/08       30/07     in cash

    Acquisitions of MX, controlling
     interest in BOX, and Equicom (2007)
     net of cash                            ($ 411.0)   ($   8.1)   ($ 402.9)
    Payment to ISE Ventures related to
     termination of joint venture           ($  15.2)          -    ($  15.2)
    Payments related to option to purchase
     NetThruPut Inc. shares                        -    ($  10.3)    $  10.3
    Capital expenditures primarily related
     to technology investments              ($   4.8)   ($   4.6)   ($   0.2)
    Additions to intangible assets
     including TSX Quantum and SOLA
     internal development costs             ($   5.7)   ($   4.0)   ($   1.7)
    Additions to goodwill related to
     Equicom                                ($   2.1)          -    ($   2.1)
    Net sale of marketable securities        $ 188.3     $  15.7     $ 172.6
                                            ---------   ---------   ---------
    Cash Flows from (used in) Investing
     Activities                             ($ 250.5)   ($  11.3)   ($ 239.2)
                                            ---------   ---------   ---------
    

    Financial Statements Governance Practice

    The Finance & Audit Committee of the Board of Directors of TMX Group Inc.
reviewed this press release as well as the third quarter 2008 unaudited
consolidated financial statements and related Management's Discussion and
Analysis (MD&A), and recommended they be approved by the Board of Directors.
Following review by the full Board, the financial statements, MD&A and the
contents of this press release were approved.

    Consolidated Financial Statements

    TMX Group's Q3/08 unaudited consolidated financial statements have been
prepared in accordance with Canadian generally accepted accounting principles
(GAAP) and are reported in Canadian dollars. The financial information in this
press release is in Canadian dollars unless otherwise indicated and is based
on financial statements prepared in accordance with Canadian GAAP, unless
otherwise noted.
    TMX Group expects to file its Q3/08 unaudited consolidated financial
statements and MD&A with Canadian securities regulators today, after which
time the statements and related MD&A may be accessed through www.sedar.com, or
on the TMX Group website at www.tsx.com. We are not incorporating information
contained on the website in this press release. In addition, copies of these
documents will be available upon request, at no cost, by contacting TMX Group
Investor Relations by phone at (416) 947-4277 or by e-mail at
shareholder@tsx.com.

    Non-GAAP Financial Measures

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

    Forward-Looking Information

    This press release contains "forward-looking information" (as defined in
applicable Canadian securities legislation) that is based on expectations,
estimates and projections as of the date of this press release. Often, but not
always, such forward-looking information can be identified by the use of
forward looking words such as "plans", "expects", "is expected", "budget",
"scheduled", "targeted", "estimates", "forecasts", "intends", "anticipates",
"believes", or variations or the negatives of such words and phrases or
statements that certain actions, events or results "may", "could", "would",
"might" or "will" be taken, occur or be achieved or not be taken, occur or be
achieved. Forward-looking information involves known and unknown risks,
uncertainties and other factors which may cause the actual results,
performance or achievements of TMX Group to be materially different from any
future results, performance or achievements expressed or implied by the
forward-looking information in this press release.
    Examples of such forward-looking information in this press release
include, but are not limited to factors relating to stock and derivatives
exchanges and the business, financial position, operations and prospects of
TMX Group, which are subject to significant risks and uncertainties, including
competition from other exchanges or marketplaces, including alternative
trading systems, new technologies and other sources, on a national or
international basis; dependence on the economy of Canada; failure to retain
and attract qualified personnel; geopolitical factors which could cause
business interruption; dependence on information technology; failure to
implement our strategies; changes in regulation; risks of litigation; failure
to develop or gain acceptance of new products; adverse effect of new business
activities; dependence of trading operations on a small number of clients; the
risks associated with NGX's and MX's clearing operations; adverse effect of a
systemic market event on TMX Group's derivatives business; the risks
associated with the credit of customers; cost structures being largely fixed;
the risks associated with integrating the operations, systems, and personnel
of MX within TMX Group; and dependence on market activity that cannot be
controlled. Actual results and developments are likely to differ, and may
differ materially, from those expressed or implied by the forward-looking
information contained in this press release.
    Such forward-looking information is based on a number of assumptions
which may prove to be incorrect, including, but not limited to, assumptions in
connection with 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/charges; the impact on TMX Group of various regulations
and initiatives; TMX Group's ongoing relations with their employees; and the
extent of any labour, equipment or other disruptions at any of their
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 and additional risk factors are discussed in TMX Group's
materials, including our 2007 Annual MD&A, our Q3/08 interim MD&A and our
Annual Information Form. Please see the risk factors outlined in the
previously mentioned documents, which risk factors are specifically
incorporated by reference, filed with the securities regulatory authorities in
Canada from time to time, and the impact upon them of subsequently reported
items.

    About TMX Group Inc.

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

    
    Teleconference/Audio Webcast

    TMX Group will host a teleconference/audio webcast to discuss the
financial results for third quarter 2008.

    Time: 4:00 p.m. - 5:00 p.m. EDT on Wednesday, October 29, 2008.

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

    Teleconference Number:    416-644-3419 or 1-800-732-9303

    AudioWebcast:             www.tsx.com, under Investor Relations

    Audio Replay:             416-640-1917 and 1-877-289-8525
                              The passcode for the replay is 21284913
                              followed by the pound sign



    TMX GROUP INC.
    (formerly TSX Group Inc.)
    Interim Consolidated Balance Sheets
    (In thousands of dollars)
    (Unaudited)

    -------------------------------------------------------------------------
                                                  September 30,  December 31,
                                                          2008          2007
                                                                    (audited)
    -------------------------------------------------------------------------
    Assets
    Current assets:
      Cash and cash equivalents                    $    77,618   $    53,398
      Marketable securities                            126,122       249,399
      Restricted cash                                    1,478             -
      Accounts receivable                               56,326        48,438
      Energy contracts receivable                      841,038       745,378
      Fair value of open energy contracts              120,018        74,907
      Daily settlements and cash deposits              498,155             -
      Prepaid expenses                                  10,533         6,561
      Future income tax asset                           30,327        22,840
      -----------------------------------------------------------------------
                                                     1,761,615     1,200,921
    Premises and equipment                              29,900        21,324
    Future income tax asset                            133,556       131,613
    Other assets                                        20,930        25,869
    Investments in affiliates                           12,000        11,731
    Intangible assets                                  889,783        66,578
    Goodwill                                           635,154        65,883
    -------------------------------------------------------------------------
    Total Assets                                   $ 3,482,938   $ 1,523,919
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------

    Liabilities and Shareholders' Equity
    Current liabilities:
      Accounts payable and accrued liabilities     $    55,614   $    48,175
      Energy contracts payable                         841,038       745,378
      Fair value of open energy contracts              120,018        74,907
      Daily settlements and cash deposits              498,155             -
      Deferred revenue                                  32,024         6,484
      Deferred revenue - initial and additional
       listing fees                                     68,092        61,820
      Obligation under capital lease                        42           152
      Income taxes payable                               9,052         9,724
      -----------------------------------------------------------------------
                                                     1,624,035       946,640
    Accrued employee benefits payable                   12,655        12,113
    Future income tax liability                        220,287             -
    Obligation under capital lease                          39            71
    Other liabilities                                   19,364        30,331
    Deferred revenue - initial and additional
     listing fees                                      383,317       362,854
    Term loan                                          428,093             -
    -------------------------------------------------------------------------
    Total Liabilities                                2,687,790     1,352,009

    Non-controlling Interests                           16,035             -

    Shareholders' Equity:
      Share capital                                  1,098,664       379,370
      Share option plan                                  5,241         5,060
      Deficit                                         (326,830)     (212,520)
      Accumulated other comprehensive income             2,038             -
      -----------------------------------------------------------------------
    Total Shareholders' Equity                         779,113       171,910
    -------------------------------------------------------------------------
    Total Liabilities and Shareholders' Equity     $ 3,482,938   $ 1,523,919
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------



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

    -------------------------------------------------------------------------
                                    Three months ended     Nine months ended
                                          September 30,         September 30,
                                       2008       2007       2008       2007
    -------------------------------------------------------------------------

    Revenue:
      Issuer services             $  38,174  $  34,843  $ 114,130  $  97,239
      Trading, clearing and
       related                       59,031     41,513    153,784    126,508
      Market data                    35,319     27,538     97,524     81,916
      Business services and
       other                          6,840      2,036     16,356      7,733
      -----------------------------------------------------------------------
       Total revenue                 139,364    105,930    381,794    313,396

    Expenses:
      Compensation and benefits      32,059     23,466     81,363     71,582
      Information and trading
       systems                        9,361      6,813     25,191     19,939
      General and administration     13,880     10,000     38,092     31,269
      Amortization                    7,031      4,078     17,258     11,590
      -----------------------------------------------------------------------
      Total operating expenses       62,331     44,357    161,904    134,380
    -------------------------------------------------------------------------

    Income from operations           77,033     61,573    219,890    179,016

    Income from investments in
     affiliates                         503        130      1,002        192
    Investment income                 2,884      4,923     10,701     10,032
    Interest expense                 (4,260)       (15)    (7,055)       (42)
    Other acquisition related
     expenses                             -          -    (15,902)         -
    -------------------------------------------------------------------------

    Income before income taxes       76,160     66,611    208,636    189,198

    Income taxes                     24,765     23,929     75,268     70,940

    -------------------------------------------------------------------------
    Net income before
     non-controlling interests       51,395     42,682    133,368    118,258

    Non-controlling interests           451          -        451          -

    -------------------------------------------------------------------------
    Net income                    $  50,944  $  42,682  $ 132,917  $ 118,258
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------

    Earnings per share:
      Basic                       $    0.66  $    0.63  $    1.82  $    1.73
      Diluted                          0.66       0.62       1.82       1.72
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------



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

    -------------------------------------------------------------------------
                                    Three months ended     Nine months ended
                                          September 30,         September 30,
                                       2008       2007       2008       2007
    -------------------------------------------------------------------------

    Net income                    $  50,944  $  42,682  $ 132,917  $ 118,258

    Other comprehensive income
      Unrealized gain on
       translating financial
       statements of a self-
       sustaining foreign operation   3,368          -      4,315          -
      Unrealized fair value (loss)
       on the interest rate swaps
       designated as cash flow
       hedges (net of tax)           (2,277)         -     (2,277)         -
    -------------------------------------------------------------------------
    Comprehensive income          $  52,035  $  42,682  $ 134,955  $ 118,258
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------



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

    -------------------------------------------------------------------------
                                                           Nine months ended
                                                                September 30
                                                          2008          2007
    -------------------------------------------------------------------------

    Common shares:
      Balance, beginning of period                 $   379,370   $   387,501
      Issuance of common shares                        806,573             -
      Shares purchased under normal course
       issuer bid                                      (95,969)       (9,766)
      Proceeds from options exercised                    6,959         4,360
      Cost of exercised options                          1,731         1,150
      -----------------------------------------------------------------------
      Balance, end of period                         1,098,664       383,245

    Share option plan:
      Balance, beginning of period                       5,060         3,942
      Cost of exercised options                         (1,731)       (1,150)
      Cost of share option plan                          1,390         1,739
      Options issued                                       522             -
      -----------------------------------------------------------------------
      Balance, end of period                             5,241         4,531

    Deficit:
      Balance, beginning of period                    (212,520)     (164,488)
      Transitional adjustment                                -           621
      Net income                                       132,917       118,258
      Dividends on common shares                       (85,591)      (78,113)
      Shares purchased under normal course
       issuer bid                                     (161,636)      (64,038)
      -----------------------------------------------------------------------
      Balance, end of period                          (326,830)     (187,760)

    Accumulated other comprehensive income:
      Balance, beginning of period                           -             -
      Unrealized gain on translating financial
       statements of a self-sustaining
       foreign operation                                 4,315             -
      Unrealized fair value (loss) on the interest
       rate swaps designated as cash flow
       hedges (net of tax)                              (2,277)            -
      -----------------------------------------------------------------------
      Balance, end of period                             2,038             -

    -------------------------------------------------------------------------
    Shareholders' equity, end of period            $   779,113   $   200,016
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------



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

    -------------------------------------------------------------------------
                                    Three months ended     Nine months ended
                                          September 30          September 30
                                       2008       2007       2008       2007
    -------------------------------------------------------------------------
    Cash flows from (used in)
     operating activities:
      Net income                  $  50,944  $  42,682  $ 132,917  $ 118,258
      Adjustments to determine
       net cash flows:
        Amortization                  7,031      4,078     17,258     11,590
        Unrealized (gain) loss on
         marketable securities          685       (829)      (157)     2,957
        (Income) from investments
         in affiliates                 (503)      (130)    (1,002)      (192)
        Cost of share option plan       487        578      1,390      1,739
        Cost of options issued
         on acquisition                 213          -        355          -
        Payment on termination
         of joint venture                 -          -     15,152          -
        Amortized financing fees        197          -        307          -
        Non-controlling interest        451          -        451          -
        Future income tax asset      (1,309)    (3,221)    (5,248)   (13,321)
        Accounts receivable and
         prepaid expenses             8,576      7,545        (15)   (13,171)
        Other assets                  1,306     (1,050)     5,076       (193)
        Accounts payable and
         accrued liabilities          2,008      6,478    (25,233)    (2,614)
        Long-term accrued and
         other liabilities           (4,538)       (35)   (10,425)    (2,825)
        Deferred revenue            (13,188)    (2,541)    52,073     79,600
        Income taxes payable, net     2,219      1,547        531    (13,373)
        ---------------------------------------------------------------------
                                     54,579     55,102    183,430    168,455

    Cash flows from (used in)
     financing activities:
        Restricted cash                   3          -        (71)         -
        Reduction in obligation
         under capital lease            (12)      (182)      (167)      (612)
        Proceeds from exercised
         options                        713      1,016      6,959      4,360
        Dividends on common shares  (29,433)   (25,971)   (85,591)   (78,113)
        Shares purchased under
         normal course issuer bid  (123,233)   (73,804)  (257,605)   (73,804)
        Proceeds from term
         loan, net                     (231)         -    427,786          -
        ---------------------------------------------------------------------
                                   (152,193)   (98,941)    91,311   (148,169)

    Cash flows from (used in)
     investing activities:
        Additions to goodwill             -          -     (2,142)         -
        Additions to premises
         and equipment               (1,568)    (2,424)    (4,833)    (4,631)
        Additions to intangible
         assets                      (1,597)    (2,105)    (5,648)    (4,030)
        Payment on termination
         of joint venture                 -          -    (15,152)         -
        Marketable securities       115,766     67,968    188,269     15,745
        Acquisitions, net of
         cash acquired              (56,022)         -   (411,015)    (8,142)
        Purchase of option to
         acquire NetThruPut Inc.          -    (10,265)         -    (10,265)
        ---------------------------------------------------------------------
                                     56,579     53,174   (250,521)   (11,323)
    -------------------------------------------------------------------------

    Increase (decrease) in cash
     and cash equivalents           (41,035)     9,335     24,220      8,963

    Cash and cash equivalents,
     beginning of period            118,653     36,646     53,398     37,018

    -------------------------------------------------------------------------
    Cash and cash equivalents,
     end of period                $  77,618  $  45,981  $  77,618  $  45,981
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------

    -------------------------------------------------------------------------
    Supplemental cash flow
     information:
      Interest paid               $   2,904  $      12  $   8,044  $      39
      Interest received               3,233      4,119      9,944     12,211
      Income taxes paid              24,636     25,992     81,508     97,337
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------



    TMX GROUP INC.

    Market Statistics(*)

    (Unaudited)
    -------------------------------------------------------------------------
                                     Three months ended    Nine months ended
                                        September 30          September 30
    -------------------------------------------------------------------------
                                       2008       2007       2008       2007
    -------------------------------------------------------------------------

    Toronto Stock Exchange:
      Volume (millions)            25,694.3   22,855.7   76,202.0   71,382.7
      Value ($ billions)              493.4      439.6    1,449.6    1,257.5
      Transactions (000s)          46,008.0   30,745.8  126,175.5   84,434.9
      Issuers Listed                  1,587      1,611      1,587      1,611

      New Issuers Listed:                21         41         99        155
        Number of Initial Public
         Offerings                        6         14         45         72
        Number of graduates from
         TSX Venture/NEX                 10         18         37         57
      New Equity Financing:
       ($ millions)                 3,726.5    7,629.0   22,112.5   35,885.3
        Initial Public Offering
         Financings ($ millions)      144.4      999.3    1,670.8    4,693.6
        Secondary Offering
         Financings(1)
         ($ millions)               1,724.5    4,023.2   13,518.1   17,245.9
        Supplementary Financings
         ($ millions)               1,857.6    2,606.5    6,923.6   13,945.8
      Market Cap of Issuers Listed
       ($ billions)                 1,661.8    2,156.6    1,661.8    2,156.6
      S&P/TSX Composite Index(2)
       Close                       11,752.9   14,098.9   11,752.9   14,098.9


    TSX Venture Exchange:(3)
      Volume (millions)             7,988.7   11,083.5   33,311.3   38,009.2
      Value ($ millions)            4,136.4    8,409.8   21,895.3   33,591.7
      Transactions (000s)           1,201.7    1,788.5    5,007.7    6,439.5
      Issuers Listed                  2,431      2,297      2,431      2,297

      New Issuers Listed                 68         67        205        186
      New Equity Financing:
       ($ millions)                 1,607.3    2,901.5    4,984.2    8,729.1
        Initial Public Offering
         Financings ($ millions)       91.6       85.6      218.3      325.3
        Secondary Offering
         Financings(1)
         ($ millions)               1,515.7    2,815.9    4,765.9    8,403.8
      Market Cap of Issuers
       Listed: ($ billions)            30.2       58.6       30.2       58.6
      S&P/TSX Venture Composite
       Index(2) Close               1,415.0    2,883.6    1,415.0    2,883.6


    Toronto Stock Exchange and
     TSX Venture Exchange:
      Professional and
       Equivalent Real-time
       Data Subscriptions           165,366    155,135    165,366    155,135


    -------------------------------------------------------------------------
                                     Three months ended
                                        September 30          May-September
    -------------------------------------------------------------------------
                                       2008       2007       2008       2007
    -------------------------------------------------------------------------

    Montreal Exchange:
      Volume (Contracts) (000s)     9,891.2   10,014.0   16,476.1   18,313.8
      Open Interest (Contracts)
       (000s) as at September 30    2,800.4    2,466.3    2,800.4    2,466.3

      Data Subscriptions as at
       September 30                  28,370     28,491     28,370     28,491

    Boston Options Exchange:
      Volume (Contracts) (000s)    48,755.7   37,201.0   78,007.0   56,697.8


    (*) Certain comparative figures have been restated.
    (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
        (170 issuers at September 30, 2008 and 152 issuers at September 30,
        2007).



    SUPPLEMENTARY INFORMATION ON DEFERRED REVENUE - INITIAL AND ADDITIONAL
    LISTING FEES(1)
    As at September 30, 2008
    Unaudited

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

    Future amortization of deferred revenue - initial and additional listing
    fees

    -------------------------------------------------------------------------
                      Q1           Q2           Q3           Q4   Total Year
    -------------------------------------------------------------------------
    2008               -            -            -         17.2         17.2
    2009            17.1         17.0         16.9         16.7         67.7
    2010            16.6         16.5         16.3         16.2         65.6
    2011            16.0         15.9         15.7         15.4         63.0
    2012            15.2         14.8         14.5         14.3         58.8
    2013            14.0         13.7         13.2         12.7         53.6
    2014            12.2         11.6         11.2         10.6         45.6
    2015            10.1          9.5          8.9          8.4         36.9
    2016             7.8          7.0          6.3          5.6         26.7
    2017             4.8          3.9          2.9          2.2         13.8
    2018             1.5          0.8          0.2            -          2.5

                              Total deferred revenue - initial
                               and additional listing fees         $   451.4

    Note: only includes initial and additional listing fees billed up to
    September 30, 2008 (and is calculated based on an estimated service
    period of ten years)

    (1) Please refer to Forward-Looking Information.
    





For further information:

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


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