TSX Group Inc. Reports Results for First Quarter 2007



    
    -   Quarterly revenue of $101.2 million, up 15% over Q1/06
    -   Diluted earnings per share of 53 cents for Q1/07, versus 50 cents in
        Q1/06
    -   Q1/07 net income of $36.4 million, up 5% over Q1/06
    -   Cash flows from operating activities in Q1/07 of $69.3 million, up
        21% over Q1/06

    TORONTO, April 25 /CNW/ - TSX Group Inc. (TSX:X) announced results for the
first quarter ended March 31, 2007:

    (in millions of dollars, except per share amounts)

                                  Q1/07       Q1/06     Increase  % increase

    Revenue                      $ 101.2     $  88.0     $  13.2         15%
    Expenses                     $  47.0     $  36.3     $  10.7         29%
    Net income                   $  36.4     $  34.7     $   1.7          5%
    Earnings per share:
      Basic                      $  0.53     $  0.51     $  0.02          4%
      Diluted                    $  0.53     $  0.50     $  0.03          6%
    Cash Flows from Operating
     Activities                  $  69.3     $  57.3     $  12.0         21%
    


    Richard Nesbitt, Chief Executive Officer of TSX Group, said, "The first
quarter of 2007 was filled with a tremendous amount of activity. We once again
delivered strong financial results, and we finalized the terms of the
initiatives that we announced in March. Our alliance with the International
Securities Exchange is an important building block as we move towards offering
customers an integrated cash and derivatives market for trading multiple asset
classes in North America in 2009. The arrangement with
IntercontinentalExchange will bring together the strengths of the Natural Gas
Exchange as a leading clearing facility with those of ICE. Both entities are
focused on the delivery of world-class energy trading and clearing services to
customers. As proven technology and market leaders, we are very pleased to be
working with ISE and ICE."
    Commenting specifically on TSX Group's financial results for the first
quarter of 2007, Michael Ptasznik, Chief Financial Officer, said, "Once again
we saw strong revenue growth in the quarter over the corresponding period last
year. Complementing the strong growth in market data and listing revenue was
the contribution from our acquisitions of Shorcan and Scotia Capital's(*) fixed
income indices, PC-Bond analytics applications and related data assets."

    ----------------------------------
    (*) Registered trade-mark of The Bank of Nova Scotia. Used under license.


    Revenue

    Listing Revenue

    The following is a summary of listing fees reported and listing fees
received(*) (reconciled below in this section) in Q1/07 and Q1/06.

    
    (in millions of dollars)

                       Reported                   Received(*)

                      Q1/   Q1/   $ in-   % in-    Q1/   Q1/   $ in-   % in-
                      07    06   crease  crease    07    06   crease  crease

    Initial listing
     fees           $  3.2  $  2.6  $  0.6  23%  $  6.6  $  6.1  $  0.5   8%
    Additional
     listing fees   $ 10.1  $  8.3  $  1.8  22%  $ 24.4  $ 18.8  $  5.6  30%
    Sustaining
     listing
     fees(xx)       $ 16.8  $ 15.0  $  1.8  12%  $ 16.8  $ 15.0  $  1.8  12%
                    ------- ------- -------      ------- ------- -------
    Total listing
     fees           $ 30.1  $ 25.9  $  4.2  16%  $ 47.8  $ 39.9  $  7.9  20%
                    ------- ------- -------      ------- ------- -------

    Initial and additional listing fees are non-refundable fees received from
listed issuers, which are recorded as "deferred revenue - initial and
additional listing fees", and recognized as listing revenue on a straight-line
basis over an estimated service period of ten years. The following is a
reconciliation of listing fees received(*) to listing fees reported:

    Initial Listing Fees (in millions of dollars)        Q1/07        Q1/06

    Initial listing fees received(*)                    $   6.6      $   6.1
    Initial listing fees received(*) and
     deferred to future periods                        ($   6.5)    ($   6.0)
    Recognition of initial listing fees received(*)
     and previously included in deferred revenue        $   3.1      $   2.5
                                                       ---------    ---------
    Initial listing fee revenue reported                $   3.2      $   2.6
                                                       ---------    ---------


    Additional Listing Fees (in millions of dollars)      Q1/07        Q1/06

    Additional listing fees received(*)                 $  24.4      $  18.8
    Additional listing fees received(*) and
     deferred to future periods                        ($  24.0)    ($  18.5)
    Recognition of additional listing fees received(*)
     and previously included in deferred revenue        $   9.7      $   8.0
                                                       ---------    ---------
    Additional listing fee revenue reported             $  10.1      $   8.3
                                                       ---------    ---------

        -  Initial and additional listing fees reported increased due to
           capital market activity and listing fee increases during the
           period from April 1, 1997 to March 31, 2007 compared with the
           period from April 1, 1996 to March 31, 2006. Initial and
           additional listing fees received(*) in Q1/07, as compared with
           Q1/06, reflect changes in the value of securities listed and
           reserved in the respective quarters, as well as changes to the
           pricing model for each equity exchange that were implemented in
           Q1/07.

        -  The increase in sustaining listing fees reflected the overall
           higher market capitalization of listed issuers at the end of 2006
           compared with the end of 2005. Issuers listed on Toronto Stock
           Exchange and TSX Venture Exchange pay annual fees primarily based
           on their market capitalization at the end of the prior calendar
           year, subject to minimum and maximum fees. In addition, revenue
           from sustaining listing fees increased due to fee increases on
           each equity exchange that were effective January 1, 2007.

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

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


    Trading and Related Revenue

    (in millions of dollars)

                               Q1/07        Q1/06    $ increase   % increase

    Capital Markets           $  37.3      $  36.6      $   0.7           2%
    Energy Markets            $   4.8      $   4.4      $   0.4           9%
                              --------     --------     --------
    Total trading and
     related fees             $  42.1      $  41.0      $   1.1           3%
                              --------     --------     --------

    Capital Markets

        -  The increase in Trading and Related revenue was attributable to
           the inclusion of revenue from Shorcan Brokers Limited (Shorcan),
           acquired in December, 2006.

        -  The total volume of securities traded in Q1/07 on Toronto Stock
           Exchange and TSX Venture Exchange increased by 10% over Q1/06
           (37.2 billion securities in Q1/07 versus 33.8 billion securities
           in Q1/06). The impact from the growth in the volume of securities
           traded was more than offset by the impact from converting to a
           volume-based fee structure from a value-based fee model effective
           July 1, 2006.

    Energy Markets

        -  The increase was largely attributable to the inclusion of revenue
           from Oxen Inc., acquired in October, 2006.

        -  The volumes traded or cleared in natural gas and electricity
           contracts on Natural Gas Exchange (NGX) in Q1/07 decreased by 8%
           over Q1/06 (2.4 million terajoules in Q1/07 versus 2.6 million
           terajoules in Q1/06). The impact of overall lower trading volumes
           was offset by an increase in electricity auction services
           (specialized trading and clearing services for electricity
           contracts).


    Market Data Revenue

    (in millions of dollars)

                               Q1/07        Q1/06    $ increase   % increase

                              $  26.6      $  18.5      $   8.1          44%

        -  Market Data revenue increased due to a 17% increase in the number
           of professional and equivalent real-time data subscriptions (over
           144,000 at the end of Q1/07 versus over 123,000 at the end of
           Q1/06). This reflects increased sales to U.S. customers,
           additional subscriptions for TSX Venture data and increased sales
           of premium products.

        -  The increase was also due to revenue from recent initiatives
           including Scotia Capital Inc.'s(*) (Scotia Capital) Fixed Income
           Indices, PC-Bond(R) analytics applications and related data assets
           acquired in October, 2006 and revenue from on-line delivery of
           data to retail investors, direct to client low latency data feeds
           and advertising on tsx.com.

        -  The increase was also due to fee changes that were effective
           April 1, 2006 and January 1, 2007.


    Business Services Revenue

    (in millions of dollars)

                               Q1/07        Q1/06    $ increase   % increase

                              $   2.3      $   2.1      $   0.2          10%

        -  Business Services revenue increased due to providing additional
           services to existing and new customers.


    Expenses

    Compensation and Benefits

    (in millions of dollars)

                               Q1/07        Q1/06    $ increase   % increase

                              $  25.5      $  20.3      $   5.2          26%

        -  Compensation and Benefits costs increased primarily due to the
           fourth quarter 2006 acquisitions of Shorcan, Oxen Inc. and Scotia
           Capital's(*) Fixed Income Indices, PC-Bond(R) analytics
           applications and related data assets, which resulted in an
           increase in the number of employees (554 at March 31, 2007 versus
           508 employees at March 31, 2006).

        -  The increase was also due to higher organizational transition
           costs and higher costs related to the long term incentive plan.

    ----------------------------------
    (*) Registered trade-mark of The Bank of Nova Scotia. Used under license.


    Information and Trading Systems

    (in millions of dollars)

                               Q1/07        Q1/06    $ increase   % increase

                              $   6.6      $   5.1      $   1.5          29%

        -  Information and Trading Systems costs increased primarily as a
           result of providing TSXconnect(R) to our listed issuers, an
           investor relations product that delivers market data, analytic and
           competitive information.

        -  The increase was also due to Information and Trading Systems costs
           relating to the acquisitions made in Q4/06.


    General and Administration

    (in millions of dollars)

                               Q1/07        Q1/06    $ increase   % increase

                              $  11.1      $   7.9      $   3.2          41%

        -  General and Administration costs increased due to higher fees paid
           to external advisors primarily relating to the initiatives that
           were announced in Q1/07.

        -  The increase was also attributable to an increase in charitable
           donations, higher directors' compensation and increased capital
           tax expense.


    Amortization

    (in millions of dollars)

                               Q1/07        Q1/06    $ increase   % increase

                              $   3.7      $   3.1      $   0.6          19%

        -  Amortization costs increased primarily reflecting an increase in
           the amortization related to the assets associated with the
           acquisitions made in Q4/06, partially offset by reduced
           depreciation of tangible assets.


    Income (Loss) from Investment in Affiliate

    (in millions of dollars)

                               Q1/07        Q1/06    $ increase

                              $   0.0     ($   0.1)     $   0.1

        -  Income (Loss) from Investment in Affiliate represents our share of
           CanDeal.ca Inc.'s (CanDeal) income for Q1/07 based on a 47%
           interest in CanDeal. The improvement is due to CanDeal's continued
           progress in adding buy-side institutional investors, the
           introduction of transaction fees, and cost containment measures.


    Investment Income

    (in millions of dollars)

                               Q1/07        Q1/06    $ increase   % increase

                              $   3.9      $   2.2      $   1.7          77%

        -  Investment Income increased due to improved returns from
           investments in both money market and short-term bond and mortgage
           fund investments and an increase in cash and marketable securities
           during Q1/07 versus Q1/06.


    Income Taxes

    (in millions of dollars)

                                                      Effective tax rate (%)
                               Q1/07        Q1/06       Q1/07        Q1/06

                              $  21.7      $  19.0          37%          35%

        -  The effective tax rate increased from approximately 35% for the
           first quarter of 2006 to approximately 37% for the first quarter
           of 2007 primarily due to adjustments in the value of the future
           tax asset.


    Liquidity and Capital Resources

    Cash and Marketable Securities

    (in millions of dollars)

                                          March 31,  December 31,  $ increase
                                            2007        2006

                                           $ 367.3      $ 322.1      $  45.2

        -  The increase was primarily due to $69.3 million in cash generated
           from operations in Q1/07, offset by a dividend of $0.38 per common
           share, or $26.1 million in aggregate.


    Total Assets

    (in millions of dollars)

                                          March 31,  December 31,      $
                                            2007        2006       (decrease)

                                         $ 1,482.8    $ 1,572.8   ($    90.0)

        -  Total Assets decreased by $90.0 million primarily due to lower
           energy contracts receivable of $688.1 million at March 31, 2007
           related to the clearing operations of NGX, compared with
           $889.4 million at the end of 2006. The reduced level of
           receivables reflected lower natural gas prices at the end of
           March 2007 compared with the end of December 2006. Following a
           change in accounting policy, we recorded $54.8 million related to
           the fair value of energy contracts undelivered as at March 31,
           2007 (see Change in Accounting Policy). Since this change was made
           prospectively, we did not record the fair value of energy
           contracts undelivered as at December 31, 2006. As the clearing
           counterparty to every trade, NGX also carries offsetting
           liabilities in the form of energy contracts payable, which were
           $688.1 million at March 31, 2007 compared with $889.4 million at
           the end of 2006. NGX also carried offsetting liabilities related
           to the fair value of energy contracts undelivered which were
           $54.8 million at March 31, 2007. We did not record the offsetting
           payables at December 31, 2006 because the change in accounting
           policy was adopted effective January 1, 2007.

        -  Total Assets included an increase in cash and marketable
           securities of $45.2 million.


    Shareholders' Equity

    (in millions of dollars)

                                          March 31,  December 31,  $ increase
                                            2007        2006

                                           $ 241.6      $ 227.0      $  14.6

        -  Shareholders' Equity increased primarily due to net income of
           $36.4 million, offset by dividend payments of $26.1 million. Net
           income from NGX was $0.6 million in Q1/07, as compared with
           $1.0 million in Q1/06.

        -  At March 31, 2007 there were 68,608,628 common shares issued and
           outstanding. In Q1/07, 187,364 common shares were issued on the
           exercise of share options. At March 31, 2007, 4,491,554 common
           shares were reserved for issuance upon the exercise of options
           granted under the share option plan. At March 31, 2007, there were
           1,114,129 options outstanding.

        -  At April 24, 2007, there were 68,608,628 common shares issued and
           outstanding and 1,112,265 options outstanding under the share
           option plan.


    Cash Flows from Operating Activities

    (in millions of dollars)

                                                                  $ increase
                                            Q1/07        Q1/06      in cash

    Cash Flows from Operating Activities   $  69.3      $  57.3      $  12.0


    Cash Flows from Operating Activities were $12.0 million higher in Q1/07
compared with Q1/06 due to:

    (in millions of dollars)

                                                                  $ increase/
                                                                   (decrease)
                                            Q1/07        Q1/06      in cash

    Net income                             $  36.4      $  34.7      $   1.7
    Amortization                           $   3.7      $   3.1      $   0.6
    (Increase) in future tax asset
     primarily related to deferring a
     portion of initial and additional
     listing fees received                ($   4.0)    ($   5.3)     $   1.3
    (Increase) in accounts receivable
     and prepaid expenses                 ($  10.3)    ($  10.2)    ($   0.1)
    Net (decrease) in accounts payable
     and accrued liabilities              ($  10.3)    ($   7.7)    ($   2.6)
    Increase in deferred revenue
     primarily related to receipt of
     sustaining listing fees               $  54.8      $  48.7      $   6.1
    Increase in deferred revenue related
     to initial and additional
     listing fees                          $  17.7      $  14.0      $   3.7
    (Decrease) in income taxes payable    ($  20.1)    ($  21.1)     $   1.0
    Net increase in other items            $   1.4      $   1.1      $   0.3
                                          ---------    ---------    ---------
    Cash Flows from Operating Activities   $  69.3      $  57.3      $  12.0
                                          ---------    ---------    ---------


    Cash Flows From (Used in) Investing Activities

    (in millions of dollars)

                                                                  $ increase
                                            Q1/07        Q1/06      in cash

    Cash Flows From (Used in)
     Investing Activities                 ($  34.3)    ($  36.4)     $   2.1


    Cash Flows Used in Investing Activities were $2.1 million lower in Q1/07
compared with Q1/06 due to:

    (in millions of dollars)

                                                                  $ increase/
                                                                   (decrease)
                                            Q1/07        Q1/06      in cash

    Capital expenditures primarily
     related to technology investments
     and leasehold improvements           ($   1.0)    ($   0.6)    ($   0.4)
    Net (purchase) of marketable
     securities                           ($  33.3)    ($  35.8)     $   2.5
                                          ---------    ---------    ---------
    Cash Flows (Used in)
     Investing Activities                 ($  34.3)    ($  36.4)     $   2.1
                                          ---------    ---------    ---------
    

    Change in Accounting Policy

    Financial Instruments and Comprehensive Income

    The Canadian Institute of Chartered Accountants (CICA) issued new
accounting rules in 2006 regarding the recognition, measurement, presentation
and disclosure of financial instruments and accounting for hedges, and
established standards for reporting comprehensive income. We adopted these
rules effective January 1, 2007. These rules require us to account for all of
our financial assets and financial liabilities at fair value. The adoption of
these new rules resulted in transitional adjustments which reduced the opening
deficit by $0.6 million, increased marketable securities by $0.7 million, and
reduced the future tax asset by $0.1 million. We had no other comprehensive
income or loss transactions during Q1/07 and no opening or closing balances
for accumulated other comprehensive income or loss. Financial assets and
financial liabilities include the following:

    Marketable securities

    Marketable securities are held to earn investment income. We designated
our marketable securities as being held-for-trading in accordance with the new
accounting rules issued by the CICA. If we had not made this designation our
marketable securities would have been considered available for sale, which
would have resulted in the same valuation of the marketable securities, but
would have resulted in recording other comprehensive income of $0.6 million.
As financial assets, these investments were recorded at fair value and
unrealized losses of $0.5 million were recorded in investment income in Q1/07.

    Total return swaps

    We have entered into total return swaps which synthetically replicate the
economics of TSX Inc. purchasing our shares as a partial fair value hedge to
the share appreciation rights of deferred share units (DSUs) and restricted
share units (RSUs) that are awarded to our directors and employees. We mark to
market the value of the hedged units as an adjustment to income, and
simultaneously mark to market the liability to unit holders of as an
adjustment to income. The fair values of the contracts reflected in accounts
receivable were $2.2 million at March 31, 2007 and $4.3 million at March 31,
2006. During Q1/07, unrealized gains of $1.3 million were reflected as a
reduction in compensation and benefits costs and general and administration
costs.

    NGX - Fair value of energy contracts undelivered

    As part of its clearing operations, NGX becomes the counterparty to each
transaction. We record NGX's energy contract receivables and offsetting
payables for all trading contracts where physical delivery has occurred prior
to the end of the period but where payments have not yet been made. With the
adoption of the new accounting rules issued by the CICA, we now record the
financial asset related to energy contracts receivable, where delivery has not
occurred, at fair value. At March 31, 2007, we recorded a receivable of
$54.8 million related to the fair value of energy contracts undelivered and an
offsetting payable of $54.8 million. We did not record the fair value of
energy contracts undelivered, or offsetting payables, at December 31, 2006
because the change in accounting policy was adopted effective January 1, 2007.
The equal and offsetting unrealized gains and losses related to the change in
the fair value of the undelivered contracts have no impact on net income.

    Strategy(1)

    In our view, Canada needs a strong integrated marketplace that offers
trading in equities, fixed income and energy as well as derivatives to compete
globally in the consolidating world of exchanges. We further expanded our
presence in the Canadian fixed income market with our 2006 acquisitions of
Shorcan and Scotia Capital's(*) Fixed Income Indices, PC-Bond(R) analytics
applications and related data assets. We also added to our energy business in
2006 when we acquired Oxen Inc. which owns Alberta Watt Exchange Limited.
    During the first quarter of 2007, we announced two significant
initiatives with world-class exchanges:

    
        -  On March 5, 2007, we announced the creation of DEX(TM), a new
           derivatives exchange to be launched with the International
           Securities Exchange (ISE). DEX will pair our pre-eminent position
           as the leading market for Canadian securities with ISE's superior
           derivatives trading platform, including OMX AB's trade match
           engine and ISE's complementary suite of technology. DEX will be
           owned 52 per cent by TSX Group and 48 per cent by ISE, and is
           scheduled to begin operations in March, 2009. We currently
           anticipate the joint cost of setting up this new exchange between
           now and the launch date to be approximately $26.0 million.

        -  On March 28, 2007, we announced a technology and clearing
           arrangement with the IntercontinentalExchange (ICE). By combining
           NGX's clearing solution with a trading technology platform
           provided by ICE for North American physical gas and Canadian
           electricity products, we will bring together the proven expertise
           of two established market leaders. We expect to launch this
           combined offering in the third quarter of 2007.

    Commenting on these initiatives, Mr. Nesbitt said, "We are very excited
about these most recent steps as we enter the next phase in our history. As is
the case for our global peers, relationships with world-class players will be
a fundamental element in our strategy going forward to offer our customers an
integrated cash and derivatives market for trading multiple asset classes in
North America in 2009. We believe this strategy will support market
participants' increasingly international trading patterns and desire for free
trade in securities."

    ----------------------------------
    (1) The "Strategy" section above contains certain forward-looking
        statements. Please refer to "Forward-Looking Statements, Risks and
        Uncertainties" for a discussion of risks and uncertainties related to
        such statements.

    (*) Registered trade-mark of The Bank of Nova Scotia. Used under license.
    


    Financial Statements Governance Practice

    The Finance & Audit Committee of the Board of Directors of TSX Group Inc.
reviewed this press release as well as the first quarter 2007 unaudited
consolidated financial statements and Management's Discussion and Analysis
(MD&A) related to these statements, 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

    TSX Group's Q1/07 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 and is based on financial statements
prepared in accordance with Canadian GAAP, unless otherwise noted.
    TSX Group expects to file its Q1/07 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 TSX Group website at www.tsx.com. In addition, copies of these
documents will be available upon request, at no cost, by contacting TSX Group
Investor Relations by phone at (416) 947-4277 or by e-mail at
shareholder@tsx.com. We are not incorporating information contained on the
website in this press release.

    Non-GAAP Financial Measures

    Certain measures used in this press release, specifically listing fees
received, initial listing fees received and additional listing fees received,
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 received for 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.

    Forward-Looking Statements, Risks and Uncertainties

    This press release, in particular the sections under the heading Strategy
and the table entitled Supplementary Information on Deferred Revenue - Initial
and Additional Listing Fees, contains forward-looking statements, which are
not historical facts but are based on certain assumptions and reflect our
current expectations. These statements relate to, among other things,
anticipated financial performance, business prospects, strategies, regulatory
developments, new services, market forces, commitments and technological
developments. Forward-looking statements are typically identified by words
such as "believe", "plan", "outlook", "anticipate", "continue", "estimate",
"may", "will", "should", "could", and similar expressions. These forward-
looking statements are subject to a number of risks and uncertainties that
could cause actual results or events to differ materially from current
expectations. We do not undertake to update or revise any forward-looking
statement that may be made from time to time by us or on our behalf. Some of
the risk factors that could cause actual results to differ materially from
current expectations are: competition from other exchanges or marketplaces,
including alternative trading systems, new technologies and other sources;
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 strategy;
changes in regulation; risks of litigation; failure to develop or gain
acceptance of new products; adverse effect of new business activities;
dependence of our trading operations on a small number of clients; the risks
associated with NGX's clearing operations; our cost structure being largely
fixed; and dependence on market activity that is outside of our control. A
description of the above mentioned items and certain additional risk factors
are discussed in our materials, including our 2006 Annual MD&A and Annual
Information Form, filed with the securities regulatory authorities in Canada
from time to time. The risk factors outlined in the previously mentioned
documents are specifically incorporated herein by reference. Our business,
financial condition or operating results could be materially adversely
affected if any of these risks or uncertainties were to materialize. Given
these risks and uncertainties, investors should not place undue reliance on
forward-looking statements as a prediction of actual results.

    About TSX Group Inc.

    TSX Group operates Canada's two national stock exchanges, Toronto Stock
Exchange serving the senior equity market and TSX Venture Exchange serving the
public venture equity market, NGX, a leading North American exchange for the
trading and clearing of natural gas and electricity contracts and Shorcan, the
country's first fixed income interdealer broker. TSX are the initials attached
to the core equity operations of TSX Group (www.tsx.com): Toronto Stock
Exchange, TSX Venture Exchange, TSX Markets, TSX Datalinx, and TSX
Technologies. TSX Group is headquartered in Toronto and maintains offices in
Montreal, Winnipeg, Calgary and Vancouver.

    Teleconference/Audio Webcast

    TSX Group will host a teleconference/audio webcast to discuss the
financial results for first quarter 2007.

    Time: 12:30 p.m.-1:30 p.m. ET on Wednesday, April 25, 2007.

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

    
    Teleconference Number:   416-644-3414 or 1-800-733-7560

    AudioWebcast:            www.tsx.com, under Investor Relations

    Audio Replay:            416-640-1917 and 1-877-289-8525
                             The passcode for the replay is 21223539 followed
                             by the number sign



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

    -------------------------------------------------------------------------
                                                      March 31,  December 31,
                                                          2007          2006
    -------------------------------------------------------------------------

    Assets
    Current assets:
      Cash                                          $   48,718    $   37,018
      Marketable securities                            318,611       285,055
      Accounts receivable                               44,549        34,298
      Energy contracts receivable                      688,135       889,395
      Fair value of energy contracts undelivered        54,804             -
      Prepaid expenses                                   2,994         2,914
      Future tax asset                                  21,645        25,095
      -----------------------------------------------------------------------
                                                     1,179,456     1,273,775

    Premises and equipment                              23,757        25,344
    Future tax asset                                   134,773       127,362
    Other assets                                        12,053        12,482
    Investment in affiliate                             11,398        11,357
    Intangible assets                                   61,546        62,652
    Goodwill                                            59,866        59,866

    -------------------------------------------------------------------------
                                                    $1,482,849    $1,572,838
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------

    Liabilities and Shareholders' Equity
    Current liabilities:
      Accounts payable and accrued liabilities      $   27,485    $   39,194
      Energy contracts payable                         688,135       889,395
      Fair value of energy contracts undelivered        54,804             -
      Deferred revenue                                  61,271         6,468
      Deferred revenue-initial and additional
       listing fees                                     52,923        50,410
      Obligation under capital lease                       686           778
      Income taxes payable                                 317        20,465
      -----------------------------------------------------------------------
                                                       885,621     1,006,710

      Accrued employee benefits liability               10,972        10,425
      Obligation under capital lease                        44           145
      Other liabilities                                 33,703        32,880
      Deferred revenue-initial and additional
       listing fees                                    310,860       295,723
      -----------------------------------------------------------------------
                                                     1,241,200     1,345,883

    Shareholders' equity:
      Share capital                                    391,422       387,501
      Share option plan                                  3,718         3,942
      Deficit                                         (153,491)     (164,488)
      -----------------------------------------------------------------------
                                                       241,649       226,955

    -------------------------------------------------------------------------
                                                    $1,482,849    $1,572,838
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------



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

    -------------------------------------------------------------------------
                                                          Three months ended
                                                               March 31,
                                                          2007          2006
    -------------------------------------------------------------------------

    Revenue:
      Listing                                       $   30,148    $   25,937
      Trading and related                               42,115        41,013
      Market data                                       26,591        18,504
      Business services                                  2,273         2,086
      Other                                                 49           473
      -----------------------------------------------------------------------
                                                       101,176        88,013

    Expenses:
      Compensation and benefits                         25,543        20,307
      Information and trading systems                    6,601         5,079
      General and administration                        11,083         7,894
      Amortization                                       3,741         3,062
      -----------------------------------------------------------------------
                                                        46,968        36,342
    -------------------------------------------------------------------------

    Income from operations                              54,208        51,671

    Income (loss) from investment in affiliate              41          (129)
    Investment income                                    3,913         2,185
    -------------------------------------------------------------------------

    Income before income taxes                          58,162        53,727

    Income taxes                                        21,714        19,000
    -------------------------------------------------------------------------

    Net income                                      $   36,448    $   34,727
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------

    Earnings per share:
      Basic                                         $     0.53    $     0.51
      Diluted                                       $     0.53    $     0.50
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------



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

    -------------------------------------------------------------------------
                                                          Three months ended
                                                               March 31,
                                                          2007          2006
    -------------------------------------------------------------------------

    Common shares:
      Balance, beginning of period                  $  387,501    $  380,925
      Proceeds on options exercised                      3,071         3,443
      Cost of exercised options                            850           849
      -----------------------------------------------------------------------
      Balance, end of period                           391,422       385,217

    Reserve for share option plan:
      Balance, beginning of period                       3,942         2,669
      Cost of exercised options                           (850)         (849)
      Cost of share option plan                            626           551
      -----------------------------------------------------------------------
      Balance, end of period                             3,718         2,371

    Deficit:
      Balance, beginning of period                    (164,488)     (205,799)
      Transitional adjustment                              621             -
      Net income                                        36,448        34,727
      Dividends on common shares                       (26,072)      (22,525)
      -----------------------------------------------------------------------
      Balance, end of period                          (153,491)     (193,597)

    -------------------------------------------------------------------------
    Shareholders' equity, end of period             $  241,649    $  193,991
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------



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

    -------------------------------------------------------------------------
                                                          Three months ended
                                                               March 31,
                                                          2007          2006
    -------------------------------------------------------------------------

    Cash flows from (used in) operating activities:
      Net income                                    $   36,448    $   34,727
      Items not involving cash:
        Amortization                                     3,741         3,062
        Unrealized loss on marketable securities           510             -
        (Income) loss from affiliate                       (41)          129
        Cost of share option plan                          626           551
        Future tax asset                                (4,094)       (5,262)
        Energy contracts receivable                    201,260       436,377
        Fair value of energy contracts undelivered     (54,804)            -
        Accounts receivable and prepaid expenses       (10,331)      (10,175)
        Other assets                                       429           311
        Accounts payable and accrued liabilities       (11,709)      (10,026)
        Energy contracts payable                      (201,260)     (436,377)
        Fair value of energy contracts undelivered      54,804             -
        Accrued liabilities long term                    1,370         2,344
        Deferred revenue                                72,453        62,698
        Income taxes payable                           (20,148)      (21,096)
      -----------------------------------------------------------------------
                                                        69,254        57,263

    Cash flows from (used in) financing activities:
      Reduction in obligation under capital lease         (227)         (211)
      Exercised options                                  3,071         3,443
      Dividends on common shares                       (26,072)      (22,525)
      -----------------------------------------------------------------------
                                                       (23,228)      (19,293)

    Cash flows from (used in) investing activities:
      Additions to premises and equipment               (1,014)         (560)
      Increase in marketable securities                (33,312)      (35,864)
      -----------------------------------------------------------------------
                                                       (34,326)      (36,424)
    -------------------------------------------------------------------------

    Increase in cash                                    11,700         1,546

    Cash, beginning of period                           37,018        28,485

    -------------------------------------------------------------------------
    Cash, end of period                             $   48,718    $   30,031
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------

    Supplemental cash flow information:
      Interest paid                                 $      228    $      201
      Interest received                                  4,113         3,432
      Income taxes paid                                 46,527        45,584

    -------------------------------------------------------------------------
    -------------------------------------------------------------------------



    TSX GROUP INC.

    Market Statistics

    (Unaudited)
    -------------------------------------------------------------------------
                                                          Three months ended
                                                               March 31
    -------------------------------------------------------------------------
                                                          2007          2006
    -------------------------------------------------------------------------

    Toronto Stock Exchange:
      Volume (millions)                               23,738.1      22,368.9
      Value ($ billions)                                 386.2         358.1
      Transactions (000s)                             25,980.2      20,819.3
      Issuers Listed                                     1,597         1,549

      New Issuers Listed:                                   44            52
        Number of Initial Public Offerings                  20            34
        Number of graduates from TSX Venture/NEX            16            13
      New Equity Financing: ($ millions)              13,573.6      10,705.9
        Initial Public Offering Financings
         ($ millions)                                  1,503.3       4,297.1
        Secondary Offering Financings(1)
         ($ millions)                                  5,411.1       4,981.4
        Supplementary Financings ($ millions)          6,659.3       1,427.4
      Market Cap of Issuers Listed ($ billions)        2,093.8       1,978.4
      S&P/TSX Composite Index(2) Close                13,165.5      12,110.6


    TSX Venture Exchange:(3)
      Volume (millions)                               13,485.6      11,388.7
      Value ($ millions)                              12,663.0       9,379.1
      Transactions (000s)                              2,381.6       1,843.7
      Issuers Listed                                     2,271         2,229

      New Issuers Listed                                    58            44
      New Equity Financing: ($ millions)               2,417.8       1,726.4
        Initial Public Offering Financings
         ($ millions)                                    115.3          68.9
        Secondary Offering Financings(1)
         ($ millions)                                  2,302.5       1,657.5
      Market Cap of Issuers Listed: ($ billions)          62.9          50.4
      S&P/TSX Venture Composite Index(2) Close         3,186.8       2,913.0

    Toronto Stock Exchange and TSX Venture Exchange:
      Professional and Equivalent Real-time Data
       Subscriptions                                   144,043       123,561


    (1) Secondary Offering Financings includes prospectus offerings on both a
        treasury and secondary basis.

    (2) S&P is a trade-mark owned by The McGraw-Hill Companies, Inc. and is
        used under license.

    (3) TSX Venture Exchange market statistics do not include data for debt
        securities. 'New Issuers Listed' and 'S&P/TSX Venture Composite Index
        Close' statistics exclude data for issuers on NEX. All other TSX
        Venture Exchange market statistics include data for issuers on NEX,
        which is a board that was established on August 18, 2003 for issuers
        that have fallen below TSX Venture's listing standards (159 issuers
        at March 31, 2007 and 199 issuers at March 31, 2006).




    SUPPLEMENTARY INFORMATION ON DEFERRED REVENUE - INITIAL AND ADDITIONAL
    LISTING FEES(1)
    As at March 31, 2007
    (Unaudited)

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

    Future amortization of deferred revenue - initial and additional listing
    fees

    -------------------------------------------------------------------------
                     Q1           Q2           Q3           Q4    Total Year
    -------------------------------------------------------------------------
    2007           $   -        $13.4        $13.3        $13.1        $39.8
    2008            13.1         12.9         12.7         12.6         51.3
    2009            12.5         12.4         12.3         12.2         49.4
    2010            12.1         11.9         11.8         11.6         47.4
    2011            11.5         11.3         11.1         10.9         44.8
    2012            10.7         10.3         10.0          9.7         40.7
    2013             9.4          9.1          8.7          8.2         35.4
    2014             7.7          7.1          6.7          6.1         27.6
    2015             5.6          4.9          4.3          3.9         18.7
    2016             3.3          2.5          1.7          1.0          8.5
    2017             0.2            -            -            -          0.2

                               Total deferred revenue - initial
                                    and additional listing fees      $ 363.8

    Note: only includes initial and additional listing fees received up to
    March 31, 2007 (and is calculated based on an estimated service period of
    ten years).

    (1) Please refer to Forward-Looking Statements, Risks and Uncertainties.
    




For further information:

For further information: Steve Kee, Director, Media & Marketing, TSX
Group, Office: (416) 947-4682, E-Mail: steve.kee@tsx.com; Paul Malcolmson,
Director, Investor Relations, TSX Group, Office: (416) 947-4317, E-Mail:
paul.malcolmson@tsx.com


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