TSX Group Inc. Reports Results for Fourth Quarter and Full Year 2006 - Corrected version - includes Consolidated Balance Sheets and Consolidated Statements of Changes in Shareholders' Equity and corrected in Consolidated Statements of Cashflow



    
        -  Quarterly revenue of $91.0 million, up 19% over Q4/05
        -  Diluted earnings per share of 51 cents for Q4/06, versus 40 cents
           in Q4/05
        -  Full year 2006 revenue of $352.8 million, up 22% over 2005
        -  Full year 2006 net income of $131.5 million, up 27% over 2005

    Note: All references to common shares issued and outstanding, common
    shares reserved for issuance, and options outstanding have been restated
    to reflect the impact of the two-for-one stock split which was effective
    May 17, 2005.
    

    TORONTO, Jan. 31 /CNW/ - TSX Group Inc. [TSX:X] announced results for the
fourth quarter and full year ended December 31, 2006:

    
    (in millions of dollars, except per share amounts)

                                                        Increase/ % increase/
                                   Q4/06       Q4/05   (decrease)  (decrease)

    Revenue                      $  91.0     $  76.3     $  14.7         19%
    Expenses                     $  39.3     $  34.7     $   4.6         13%
    Net income                   $  35.1     $  27.8     $   7.3         26%
    Earnings per share:
      Basic                      $  0.51     $  0.41     $  0.10         24%
      Diluted                    $  0.51     $  0.40     $  0.11         28%

    Cash Flows from Operating
     Activities                  $  38.2     $  52.5    ($  14.3)       (27%)


                                                        Increase/ % increase/
                                    2006        2005   (decrease)  (decrease)

    Revenue                      $ 352.8     $ 290.0     $  62.8         22%
    Expenses                     $ 148.3     $ 139.2     $   9.1          7%
    Net income                   $ 131.5     $ 103.4     $  28.1         27%
    Earnings per share:
      Basic                      $  1.92     $  1.52     $  0.40         26%
      Diluted                    $  1.91     $  1.51     $  0.40         26%
    Cash Flows from Operating
     Activities                  $ 189.5     $ 167.1     $  22.4         13%
    

    Richard Nesbitt, Chief Executive Officer of TSX Group, said "We are proud
of our accomplishments in 2006 with multiple records being set once again. The
market capitalization of our listed issuers exceeded $2 trillion for the first
time ever as the number of issuers listed on both of our equity exchanges
continued to grow. Our customers set new records for the volume of securities
traded on both of our equity exchanges. We implemented important changes in
our fee model that are beneficial to our customers and also continued to
introduce trading system enhancements in 2006 aimed at optimizing execution
speeds and adding further capacity. In TSX Datalinx, the fastest growing
primary revenue stream in 2006, we set a new record with over 139,000 market
data subscriptions at year end."
    Commenting specifically on TSX Group's financial results for the fourth
quarter of 2006, Michael Ptasznik, Chief Financial Officer, said "We are very
pleased with the 28% growth in EPS over the fourth quarter of 2005. This
reflects revenue growth across our business including the benefits from
further diversification into both fixed income and energy trading. At the same
time, we continued to see solid growth from our core business."

    Quarter Ended December 31, 2006 compared with Quarter Ended December 31,
    2005

    Revenue

    Listing Revenue

    The following is a summary of listing fees reported and listing fees
received(*) (reconciled below in this section) in Q4/06 and Q4/05.

    
    (in millions of dollars, except per share amounts)

                          Reported                       Received(*)

                Q4/     Q4/    $ in-   % in-    Q4/     Q4/    $ in-   % in-
                06      05    crease  crease    06      05    crease  crease
    Initial
     listing
     fees     $  3.0  $  2.5  $  0.5     20%  $  6.7  $  6.6  $  0.1      2%

    Additional
     listing
     fees     $  9.6  $  7.9  $  1.7     22%  $ 22.2  $ 19.6  $  2.6     13%

    Sustaining
     listing
     fees(xx) $ 15.7  $ 12.7  $  3.0     24%  $ 15.7  $ 12.7  $  3.0     24%
              ------  ------  ------          ------  ------  ------

    Total
     listing
     fees     $ 28.3  $ 23.1  $  5.2     23%  $ 44.6  $ 38.9  $  5.7     15%
              ------  ------  ------          ------  ------  ------

    ---------------------------
    (*)  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.
    

    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)          Q4/06       Q4/05

    Initial listing fees received(*)                     $   6.7     $   6.6
    Initial listing fees received(*) and deferred to
     future periods                                     ($   6.6)   ($   6.5)
    Recognition of initial listing fees received(*) and
     previously included in deferred revenue             $   2.9     $   2.4
                                                        ---------   ---------
    Initial listing fee revenue reported                 $   3.0     $   2.5
                                                        ---------   ---------

    Additional Listing Fees (in millions of dollars)       Q4/06       Q4/05

    Additional listing fees received(*)                  $  22.2     $  19.6
    Additional listing fees received(*) and deferred to
     future periods                                     ($  21.9)   ($  19.6)
    Recognition of additional listing fees received(*)
     and previously included in deferred revenue         $   9.3     $   7.9
                                                        ---------   ---------
    Additional listing fee revenue reported              $   9.6     $   7.9
                                                        ---------   ---------

        -  Initial and additional listing fees reported increased due to
           capital market activity and listing fee increases during the
           period from January 1, 1997 to December 31, 2006 compared with the
           period from January 1, 1996 to December 31, 2005. Initial and
           additional listing fees received(*) in Q4/06, as compared with
           Q4/05, reflect changes in the value of securities listed and
           reserved in the respective quarters, as well as changes to the
           pricing model that were implemented in Q1/06.

        -  Sustaining listing fees increased due to the overall higher market
           capitalization of listed issuers at the end of 2005 compared with
           the end of 2004. 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, 2006.

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


    Trading and Related Revenue

    (in millions of dollars)
                                   Q4/06       Q4/05   $ increase  % increase

    Capital Markets              $  30.2     $  28.5     $   1.7          6%
    Energy Markets               $   5.2     $   4.6     $   0.6         13%
                                ---------   ---------   ---------
    Total trading and related
     fees                        $  35.4     $  33.1     $   2.3          7%
                                ---------   ---------   ---------

    Capital Markets

        -  Trading and Related revenue reflects a 35% increase in the total
           volume of securities traded in Q4/06 on Toronto Stock Exchange and
           TSX Venture Exchange over Q4/05 (31.3 billion securities in Q4/06
           versus 23.1 billion securities in Q4/05). Given that we converted
           to a volume-based fee structure from a value-based fee model
           effective July 1, 2006, it is difficult to compare trading and
           related revenue in Q4/06 to Q4/05.

        -  The volume-based fee structure better aligns our trading fees with
           the prevailing model in U.S. marketplaces and replaced the value-
           based fee model for most issues. This model gives market
           participants an incentive to enter orders in the central limit
           order book. When liquidity is added to the central limit order
           book, executed passive orders receive a credit on a per security
           basis, and when liquidity is removed from the central limit order
           book, each executed active order is charged on a per security
           basis. While we implemented a volume-based model for TSX Venture
           Exchange issues, there are no credits provided for passive order
           flow. To further encourage trading on our equity exchanges,
           discounts are available to customers based on both the volume of
           securities traded and total trading revenue for the month.

        -  In addition, revenue from Shorcan Brokers Limited (Shorcan) for
           December, 2006 has been included.

    Energy Markets

        -  The volumes traded or cleared in natural gas and electricity
           contracts on Natural Gas Exchange (NGX) in Q4/06 increased by 5%
           over Q4/05 (2.3 million terajoules in Q4/06 versus 2.2 million
           terajoules in Q4/05).

        -  The increase was also attributable to the inclusion of revenue
           from Oxen Inc. following its acquisition in October, 2006.


    Market Data Revenue

    (in millions of dollars)
                                   Q4/06       Q4/05  $ increase  % increase

                                 $  23.9     $  17.9     $   6.0         34%


        -  Market Data revenue increased due to an 18% increase in the number
           of professional and equivalent real-time data subscriptions (over
           139,000 at the end of 2006 versus over 118,000 at the end of 2005)
           partly due to increased sales of premium products as well as
           increased sales to U.S. customers.

        -  The increase was also due to revenue from recent initiatives
           including on-line delivery of data to retail investors, direct to
           client low latency data feeds and advertising on tsx.com.

        -  The increase was also attributable to the inclusion of revenue
           from Scotia Capital Inc.'s(*) Fixed Income Indices, PC-Bond(R)
           analytics and related data assets following their acquisition on
           October 25, 2006.

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

        -  The increase was partially reduced by the negative impact of the
           appreciation of the Canadian dollar against the U.S. dollar since
           Q4/05.

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


    Business Services Revenue

    (in millions of dollars)
                                   Q4/06       Q4/05  $ increase  % increase

                                 $   2.9     $   2.0     $   0.9         45%

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


    Expenses

    Compensation and Benefits

    (in millions of dollars)
                                   Q4/06       Q4/05  $ increase  % increase

                                 $  21.3     $  15.0     $   6.3         42%

        -  In Q4/05, Compensation and Benefits costs were reduced by a gain
           of approximately $4.5 million under a hedging program related to
           long-term based incentives, compared with a gain of $0.7 million
           in Q4/06.

        -  Compensation and Benefits costs increased due to higher costs
           related to salary increases, employee benefits and short term
           incentives.

        -  The increase was also partially due to an increase in the number
           of employees primarily due to the fourth quarter acquisitions of
           Shorcan, Oxen Inc. and Scotia Capital Inc.'s(*) Fixed Income
           Indices, PC-Bond(R) analytics and related data assets (548 at
           December 31, 2006 versus 510 employees at December 31, 2005).


    Information and Trading Systems

    (in millions of dollars)
                                   Q4/06       Q4/05  $ increase  % increase

                                 $   5.7     $   5.0     $   0.7         14%

        -  Information and Trading Systems costs increased due to higher
           license fees and costs incurred to support a customer that
           generates Business Services revenue.


    General and Administration

    (in millions of dollars)

                                   Q4/06       Q4/05  $(decrease) %(decrease)

                                 $   8.5     $  10.7    ($   2.2)       (21%)

        -  General and Administration costs decreased due to reduced spending
           on marketing activities as well as lower capital taxes and
           directors' compensation.

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


    Amortization

    (in millions of dollars)
                                   Q4/06       Q4/05  $(decrease) %(decrease)

                                 $   3.7     $   4.0    ($   0.3)        (8%)

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

    Income from Investment in Affiliate

    (in millions of dollars)
                                               Q4/06       Q4/05  $ increase

                                             $   0.0    ($   0.3)    $   0.3

        -  Income from Investment in Affiliate represents TSX Group's share
           of CanDeal.ca Inc.'s (CanDeal) income of $37,000 for Q4/06 based
           on a 47% interest in CanDeal. The improvement is due to CanDeal's
           continued progress in adding liquidity providers and buy-side
           institutional investors as well as continued cost containment
           measures.

    Investment Income

    (in millions of dollars)
                                   Q4/06       Q4/05  $ increase  % increase

                                 $   4.9     $   1.3     $   3.6        277%

        -  Investment Income increased due to higher returns from investments
           in short-term bond and mortgage fund investments and an increase
           in cash and marketable securities during Q4/06 versus Q4/05.

    Income Taxes

    (in millions of dollars)
                                                       Effective tax rate (%)
                                   Q4/06       Q4/05       Q4/06       Q4/05

                                 $  21.6     $  14.8         38%         35%

        -  The effective tax rate increased from approximately 35% for the
           fourth quarter of 2005 to approximately 38% for the fourth quarter
           of 2006 primarily due to an adjustment in the value of the future
           tax asset.


    Year Ended December 31, 2006 compared with Year Ended December 31, 2005

    Revenue

    Listing Revenue

    The following is a summary of listing fees reported and listing fees
received(*) (reconciled below in this section) in 2006 and 2005.

    (in millions of dollars)

                          Reported                       Received(*)

                               $ in-   % in-                   $ in-   % in-
                2006    2005  crease  crease    2006    2005  crease  crease

    Initial
     listing
     fees     $ 11.4  $  9.3  $  2.1     23%  $ 28.4  $ 28.0  $  0.4      1%

    Additional
     listing
     fees     $ 35.9  $ 29.8  $  6.1     20%  $ 86.3  $ 69.7  $ 16.6     24%

    Sustaining
     listing
     fees(xx) $ 61.2  $ 48.6  $ 12.6     26%  $ 61.2  $ 48.6  $ 12.6     26%
              ------  ------  ------          ------  ------  ------

    Total
     listing
     fees     $108.5  $ 87.7  $ 20.8     24%  $175.9  $146.3  $ 29.6     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.

    
    ---------------------------
    (*)  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 year.
         Sustaining listing fees are billed during the first quarter of the
         year, recorded as deferred revenue and amortized over the year on a
         straight line basis.


    The following is a reconciliation of listing fees received(*) to listing
fees reported.

    Initial Listing Fees (in millions of dollars)           2006        2005

    Initial listing fees received(*)                     $  28.4     $  28.0

    Initial listing fees received(*) and deferred to
     future periods                                     ($  28.0)   ($  27.4)

    Recognition of initial listing fees received(*) and
     previously included in deferred revenue             $  11.0     $   8.7
                                                        ---------   ---------

    Initial listing fee revenue reported                 $  11.4     $   9.3
                                                        ---------   ---------


    Additional Listing Fees (in millions of dollars)        2006        2005

    Additional listing fees received(*)                  $  86.3     $  69.7

    Additional listing fees received(*) and deferred to
     future periods                                     ($  84.9)   ($  68.3)

    Recognition of additional listing fees received(*)
     and previously included in deferred revenue         $  34.5     $  28.4
                                                        ---------   ---------

    Additional listing fee revenue reported              $  35.9     $  29.8
                                                        ---------   ---------

        -  Initial and additional listing fees reported increased due to
           capital market activity and listing fee increases during the
           period from April 1, 1996 to December 31, 2006 compared with the
           period from April 1, 1995 to December 31, 2005. Initial and
           additional listing fees received(*) in 2006, as compared with
           2005, reflect changes in the value of securities listed and
           reserved in the respective periods, as well as changes to the
           pricing model that were implemented in Q1/06.

        -  Sustaining listing fees increased due to the overall higher market
           capitalization of listed issuers at the end of 2005 compared with
           the end of 2004. 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, 2006.

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


    Trading and Related Revenue

    (in millions of dollars)
                                    2006        2005  $ increase  % increase

    Capital Markets              $ 127.2     $ 108.7     $  18.5         17%
    Energy Markets               $  19.1     $  16.8     $   2.3         14%
                                ---------   ---------   ---------
    Total trading and related
     revenue                     $ 146.3     $ 125.5     $  20.8         17%
                                ---------   ---------   ---------


    Capital Markets

        -  Trading and Related revenue increased as a result of significantly
           higher levels of market activity in 2006. However, the effect of
           this increased activity was reduced by the impact of a series of
           changes to our trading fee structure, effective October 1, 2005,
           January 1, 2006 and July 1, 2006 that resulted in an overall
           reduction in fees charged to our customers.

        -  The total volume of securities traded in 2006 on Toronto Stock
           Exchange and TSX Venture Exchange increased by 40% over 2005
           (119.7 billion securities in 2006 versus 85.7 billion securities
           in 2005).

        -  The total value of securities traded in 2006 on Toronto Stock
           Exchange and TSX Venture Exchange increased by 33% over 2005
           ($1,449.4 billion in 2006 versus $1,090.9 billion in 2005).

        -  The number of transactions in 2006 on Toronto Stock Exchange and
           TSX Venture Exchange increased by 57% over 2005 (92.1 million in
           2006 versus 58.6 million in 2005).

        -  In addition, revenue from Shorcan for December, 2006 has been
           included.

    Energy Markets

        -  The volumes traded or cleared in natural gas and electricity
           contracts on NGX in 2006 increased by 11% over 2005 (9.8 million
           terajoules in 2006 versus 8.8 million terajoules in 2005).


    Market Data Revenue

    (in millions of dollars)
                                    2006        2005  $ increase  % increase

                                 $  86.9     $  67.4     $  19.5         29%

        -  Market Data revenue increased due to an 18% increase in the number
           of professional and equivalent real-time data subscriptions (over
           139,000 at the end of 2006 versus over 118,000 at the end of 2005)
           partly due to increased sales of premium products as well as
           increased sales to U.S. customers.

        -  The increase was also due to revenue from recent initiatives
           including 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 incremental revenue recoveries in
           2006 of approximately $3.6 million over 2005 related to
           under-reported usage of real-time quotes.

        -  The increase was also attributable to the inclusion of revenue
           from Scotia Capital Inc.'s(*) fixed income indices and related
           products following their acquisition on October 25, 2006.

        -  The increase was also due to fee changes that were effective
           April 1, 2006 and May 1, 2005.

        -  The increase was reduced by the negative impact of the
           appreciation of the Canadian dollar against the United States
           dollar in 2006 versus 2005. In 2006, approximately $29.1 million
           Canadian was derived from market data sales to customers paying in
           United States dollars compared with approximately $22.4 million
           Canadian in 2005.

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


    Business Services Revenue

    (in millions of dollars)
                                    2006        2005  $ increase  % increase

                                 $   9.4     $   7.9     $   1.5         19%

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

    Expenses

    Compensation and Benefits

    (in millions of dollars)
                                    2006        2005  $ increase  % increase

                                 $  79.0     $  72.5     $   6.5          9%

        -  In 2005, Compensation and Benefits costs were reduced by a gain of
           approximately $4.5 million under a hedging program related to
           long-term based incentives, compared with a gain of $0.7 million
           in 2006.

        -  Compensation and Benefits costs increased due to higher costs
           related to salaries, pension and employee benefits as well as
           short term incentives, somewhat offset by lower organizational
           transition costs.

        -  The number of employees increased from 510 at the end of 2005 to
           548 at the end of 2006 primarily due to the fourth quarter
           acquisitions of Shorcan, Oxen Inc. and Scotia Capital Inc.'s(*)
           Fixed Income Indices, PC-Bond(R) analytics, and related data
           assets.

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


    Information and Trading Systems

    (in millions of dollars)
                                    2006        2005  $ increase  % increase

                                 $  22.0     $  17.4     $   4.6         26%

        -  Information and Trading Systems costs increased due to higher
           hardware operating lease and maintenance costs relating in part to
           expansion of trading system capacity required to accommodate the
           substantial growth in the number of orders and transactions. In
           addition, resources were directed towards further improving
           execution speeds for traders with our TSXPress(TM) initiative, and
           providing our listed issuers with investor relations management
           tools through TSXconnect(R).


    General and Administration

    (in millions of dollars)
                                    2006        2005  $(decrease) %(decrease)

                                 $  34.2     $  35.8    ($   1.6)        (4%)

        -  General and Administration costs decreased due to reduced spending
           on marketing activities as well as lower capital taxes and
           directors' compensation, somewhat offset by higher fees paid to
           external consultants.


    Amortization

    (in millions of dollars)
                                    2006        2005  $(decrease) %(decrease)

                                 $  13.0     $  13.5    ($   0.5)        (4%)

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


    Loss from Investment in Affiliate

    (in millions of dollars)
                                    2006        2005  $(decrease) %(decrease)

                                 $   0.1     $   0.7    ($   0.6)       (86%)

        -  Loss from Investment in Affiliate, which decreased from 2005,
           represents our share of CanDeal's loss for 2006 based on our 47%
           interest in CanDeal. The reduced loss reflects CanDeal's progress
           in adding liquidity providers and buy-side institutional investors
           as well as continued cost containment measures.


    Investment Income

    (in millions of dollars)
                                    2006        2005  $ increase  % increase

                                 $  14.4     $   6.9     $   7.5        109%

        -  There was an increase in cash and marketable securities during
           2006 versus 2005, generating higher investment income.


    Income Taxes

    (in millions of dollars)
                                                       Effective tax rate (%)
                        2006        2005  $ increase        2006        2005

                     $  87.4     $  53.6     $  33.8         40%         34%

        -  The effective tax rate increased from approximately 34% for 2005
           to approximately 40% for 2006. The higher tax rate relates
           primarily to an adjustment in the value of the future tax asset.
           In June, 2006, the federal government enacted legislation to
           reduce corporate tax rates for 2008-2010 and beyond. The future
           tax asset was reduced, and income taxes increased largely as a
           result of these changes in federal corporate tax rates.


    Liquidity and Capital Resources

    Cash and Marketable Securities

    (in millions of dollars)
                                                2006        2005  $ increase

                                             $ 322.1     $ 276.2     $  45.9

        -  The increase was primarily due to $189.5 million in cash received
           from operations in 2006, offset by quarterly dividends of $0.33
           per common share, or $90.2 million in aggregate and by payments of
           $53.7 million (net of cash acquired) related to the purchase of
           Oxen Inc., Shorcan and Scotia Capital Inc.'s  Fixed Income
           Indices, PC-Bond(R) and related assets.

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


    Total Assets

    (in millions of dollars)
                                                2006        2005  $ increase

                                           $ 1,572.8   $ 1,557.2   $    15.6

        -  Total Assets increased by $15.6 million due to an increase in cash
           and marketable securities of $45.9 million, net of $53.7 million
           (net of cash acquired) related to the purchase of Oxen Inc.,
           Shorcan and Scotia Capital Inc.'s(*) Fixed Income Indices, PC-Bond
           (R) and related assets. In addition, $69.4 million was recorded in
           2006 to reflect the goodwill and intangible assets associated with
           these 2006 acquisitions. The increase was largely offset by lower
           energy contracts receivable of $889.4 million at December 31, 2006
           related to the clearing operations of NGX, compared with
           $1,004.3 million at the end of 2005. The reduced level of
           receivables reflected lower natural gas prices in December 2006
           compared with December 2005. (As the clearing counterparty to
           every trade, NGX also carries offsetting liabilities in the form
           of energy contracts payable, which were $889.4 million at
           December 31, 2006 compared with $1,004.3 million at the end of
           2005.)


    Shareholders' Equity

    (in millions of dollars)
                                                2006        2005  $ increase

                                             $ 227.0     $ 177.8     $  49.2

        -  Shareholders' Equity increased primarily due to net income of
           $131.5 million, offset by dividend payments of $90.2 million. In
           addition, proceeds of $5.3 million were received on the exercise
           of options. Net income from NGX was $4.7 million in 2006, as
           compared with $4.2 million in 2005.

        -  At December 31, 2006, there were 68,421,264 common shares issued
           and outstanding. There were 5,600,000 common shares originally
           reserved for issuance under a share option plan of which 328,246
           common shares were issued on the exercise of stock options in
           2006. At December 31, 2006, 4,678,918 common shares were reserved
           for issuance upon the exercise of options granted under the share
           option plan. At December 31, 2006, there were 1,096,650 options
           outstanding.

        -  At January 30, 2007, there were 68,423,264 common shares issued
           and outstanding and 1,094,650 options outstanding under the share
           option plan.


    Cash Flows from Operating Activities

    (in millions of dollars)
                                                                  $(decrease)
                                               Q4/06       Q4/05     in cash

    Cash Flows from Operating Activities     $  38.2     $  52.5    ($  14.3)


    Cash Flows from Operating Activities were $14.3 million lower in Q4/06
compared with Q4/05 due to:

    (in millions of dollars)
                                                                  $ increase/
                                                                   (decrease)
                                               Q4/06       Q4/05     in cash

    Net income                               $  35.1     $  27.8     $   7.3
    Amortization                             $   3.7     $   4.0    ($   0.3)
    (Increase) in future tax asset
     primarily related to deferring a
     portion of initial and additional
     listing fees received                  ($   2.3)   ($  10.0)    $   7.7
    (Increase) in accounts receivable
     and prepaid expenses                   ($   3.1)    $   9.9    ($  13.0)
    Net increase in accounts payable,
     accrued liabilities and long term
     other liabilities                       $   1.5     $   5.8    ($   4.3)
    Increase/(decrease) in deferred
     revenue relating to recognition of
     listing fees received in the year      ($   1.1)    $   2.2    ($   3.3)
    Increase in income taxes payable         $   3.3     $  11.1    ($   7.8)
    Net increase in other items              $   1.1     $   1.7    ($   0.6)
                                            ---------   ---------   ---------
    Cash Flows from Operating Activities     $  38.2     $  52.5    ($  14.3)
                                            ---------   ---------   ---------


    (in millions of dollars)
                                                                  $ increase
                                                2006        2005     in cash

    Cash Flows from Operating Activities     $ 189.5     $ 167.1     $  22.4


    Cash Flows from Operating Activities were $22.4 million higher in 2006
compared with 2005 due to:

    (in millions of dollars)
                                                                  $ increase/
                                                                   (decrease)
                                                2006        2005     in cash

    Net income                               $ 131.5     $ 103.3     $  28.2
    Amortization                             $  13.0     $  13.5    ($   0.5)
    (Increase) in future tax asset
     primarily related to deferring a
     portion of initial and additional
     listing fees received                  ($  12.6)   ($  26.0)    $  13.4
    (Increase) in accounts receivable
     and prepaid expenses                   ($   6.1)   ($   5.0)   ($   1.1)
    Net increase in accounts payable,
     accrued liabilities and long term
     other liabilities                       $   0.6     $   8.9    ($   8.3)
    Increase in deferred revenue that
     results from not recognizing a
     portion of listing fees received
     in the year                             $  67.3     $  58.8     $   8.5
    Increase/(decrease) in income
     taxes payable                          ($   7.4)    $   8.3    ($  15.7)
    Net increase in other items              $   3.2     $   5.3    ($   2.1)
                                            ---------   ---------   ---------
    Cash Flows from Operating Activities     $ 189.5     $ 167.1     $  22.4
                                            ---------   ---------   ---------


    Cash Flows From (Used in) Investing Activities

    (in millions of dollars)
                                                                  $(decrease)
                                               Q4/06       Q4/05     in cash

    Cash Flows From (Used in) Investing
     Activities                             ($  56.6)   ($  29.9)   ($  26.7)


    Cash Flows Used in Investing Activities were $26.7 million higher in Q4/06
compared with Q4/05 due to:

    (in millions of dollars)
                                                                  $ increase/
                                                                   (decrease)
                                               Q4/06       Q4/05     in cash

    Capital expenditures primarily
     related to technology investments
     and leasehold improvements             ($   0.6)   ($   1.4)    $   0.8
    Purchase of Oxen Inc., Shorcan
     and Scotia Capital Inc.'s(*) Fixed
     Income Indices, PC Bond(R) and
     related assets (net of cash acquired)  ($  53.7)          -    ($  53.7)
    Net (purchase) of marketable
     securities                             ($   2.3)   ($  28.5)    $  26.2
                                            ---------   ---------   ---------
    Cash Flows (Used in) Investing
     Activities                             ($  56.6)   ($  29.9)   ($  26.7)
                                            ---------   ---------   ---------

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


    (in millions of dollars)
                                                                  $ increase
                                                2006        2005     in cash

    Cash Flows From (Used in) Investing
     Activities                             ($  95.2)   ($  98.2)    $   3.0


    Cash Flows Used in Investing Activities were $3.0 million lower in 2006
compared with 2005 due to:

    (in millions of dollars)
                                                                  $ increase/
                                                                   (decrease)
                                                2006        2005     in cash

    Capital expenditures (net proceeds
     on disposal) primarily related to
     technology investments and leasehold
     improvements                           ($   4.2)   ($   4.6)    $   0.4
    Purchase of Oxen Inc., Shorcan
     and Scotia Capital Inc.'s(*) Fixed
     Income Indices, PC-Bond(R) and
     related assets (net of cash acquired)  ($  53.7)          -    ($  53.7)
    Net (purchase) of marketable
     securities                             ($  37.3)   ($  93.6)    $  56.3
                                            ---------   ---------   ---------
    Cash Flows (Used in) Investing
     Activities                             ($  95.2)   ($  98.2)    $   3.0
                                            ---------   ---------   ---------

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


    Outlook

    Commenting on TSX Group's outlook, Mr. Nesbitt said: "Going forward, we
plan to invest our cash as we pursue the many opportunities that surround us
for enhancing our core business, extending our pre-eminent domestic position
in Canada through diversification and expanding internationally."

    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 2006 annual audited 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 audited annual 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 based on financial statements
prepared in accordance with Canadian GAAP, unless otherwise noted.
    TSX Group expects to file its 2006 audited consolidated financial
statements and MD&A with Canadian securities regulators this week, 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 section under the heading Outlook
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 and vendors;
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 TSX Group's 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. TSX Group's 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, Natural Gas Exchange (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 inter-dealer 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 fourth quarter and year ended 2006.

    Time: 5:00 p.m. - 6:00 p.m. EST on Wednesday, January 31, 2007.

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

    
    Teleconference Number:   416-644-3425 or 1-800-732-6179

    AudioWebcast:            www.tsx.com, under Investor Relations

    Audio Replay:            416-640-1917 and 1-877-289-8525
                             The passcode for the replay is 21215523 followed
                             by the number sign



    TSX Group Inc.
    Consolidated Balance Sheets
    (In thousands of dollars)
    (Unaudited)

    -------------------------------------------------------------------------
                                                   December 31,  December 31,
                                                       2006          2005
    -------------------------------------------------------------------------

    Assets

    Current assets:
      Cash                                          $   37,018    $   28,485
      Investments and marketable securities            285,055       247,747
      Accounts receivable                               34,298        24,511
      Energy contracts receivable                      889,395     1,004,320
      Prepaid expenses                                   2,914         2,691
      Future tax asset                                  25,095        16,532
    -------------------------------------------------------------------------
                                                    $1,273,775     1,324,286

    Premises and equipment                              25,344        25,776
    Future tax asset                                   127,362       127,057
    Other assets                                        12,482        13,026
    Investment in affiliate                             11,357        11,439
    Intangible asset                                    62,652        30,700
    Goodwill                                            59,866        24,941
    -------------------------------------------------------------------------
                                                    $1,572,838    $1,557,225
    -------------------------------------------------------------------------


    Liabilities and Shareholders' Equity

    Current liabilities:
      Accounts payable and accrued liabilities         $39,194       $34,116
      Energy contracts payable                         889,395     1,004,320
      Deferred revenue                                   6,468         3,006
      Deferred revenue - initial and additional
       listing fees                                     50,410        41,238
      Obligation under capital lease                       778           833
      Income taxes payable                              20,465        27,872
    -------------------------------------------------------------------------
                                                     1,006,710     1,111,385

      Accrued employee benefits liability               10,425         8,524
      Obligation under capital lease                       145           903
      Other liabilities                                 32,880        21,081
      Deferred revenue - initial and additional
       listing fees                                    295,723       237,537
    -------------------------------------------------------------------------
                                                     1,345,883     1,379,430
    Shareholders' Equity:
      Share capital                                    387,501       380,925
      Share option plan                                  3,942         2,669
      Deficit                                         (164,488)     (205,799)
    -------------------------------------------------------------------------
                                                       226,955       177,795

    -------------------------------------------------------------------------
                                                    $1,572,838    $1,557,225
    -------------------------------------------------------------------------



    TSX Group Inc.
    Consolidated Statements of Income
    (In thousands of dollars)
    (Unaudited)

    -------------------------------------------------------------------------
                                   Three months ended    Twelve months ended
                                       December 31,          December 31,
    -------------------------------------------------------------------------
                                     2006       2005       2006       2005
    -------------------------------------------------------------------------

    Revenue:
      Listing                      $ 28,261   $ 23,127   $108,483   $ 87,724
      Trading and related            35,404     33,055    146,253    125,532
      Market data                    23,926     17,857     86,941     67,430
      Business services               2,880      1,956      9,395      7,910
      Other                             554        269      1,775      1,368
    -------------------------------------------------------------------------
                                     91,025     76,264    352,847    289,964

    Expenses:
      Compensation and benefits      21,330     15,023     79,006     72,510
      Information and trading
       systems                        5,725      4,998     22,014     17,443
      General & administration        8,494     10,718     34,228     35,762
      Amortization                    3,737      3,955     13,048     13,477
    -------------------------------------------------------------------------
                                     39,286     34,694    148,296    139,192
    -------------------------------------------------------------------------

    Income from operations           51,739     41,570    204,551    150,772

    Income (loss) from investment
     in affiliate                        37       (260)       (82)      (693)
    Investment income                 4,926      1,289     14,425      6,876
    -------------------------------------------------------------------------

    Income before income taxes       56,702     42,599    218,894    156,955

    Income taxes                     21,586     14,786     87,370     53,602

    -------------------------------------------------------------------------
    Net Income                     $ 35,116   $ 27,813   $131,524   $103,353
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------

    Basic earnings per share       $   0.51   $   0.41   $   1.92   $   1.52
    Diluted earnings per share     $   0.51   $   0.40   $   1.91   $   1.51



    TSX Group Inc.
    Consolidated Statements of Changes in Shareholders' Equity
    (In thousands of dollars)
    (Unaudited)
    -------------------------------------------------------------------------
                                                        Twelve months ended
                                                            December 31,
    -------------------------------------------------------------------------
                                                          2006          2005
    -------------------------------------------------------------------------

    Common shares:
      Balance, beginning of period                  $  380,925    $  375,765
      Proceeds on options exercised                      5,296         4,144
      Cost of exercised options                          1,280         1,016
    -------------------------------------------------------------------------
      Balance,  end of period                          387,501       380,925

    Share option plan:
      Balance, beginning of period                       2,669         1,662
      Cost of exercised options                         (1,280)       (1,016)
      Cost of share option plan                          2,553         2,023
    -------------------------------------------------------------------------
      Balance,  end of period                            3,942         2,669

    Retained earnings (deficit):
      Balance, beginning of period                    (205,799)     (247,911)
      Net income                                       131,524       103,353
      Dividends on common shares                       (90,213)      (61,241)
    -------------------------------------------------------------------------
      Balance, end of period                          (164,488)     (205,799)

    -------------------------------------------------------------------------
    Shareholders' equity, end of period             $  226,955   $   177,795
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------



    TSX Group Inc.
    Consolidated Statements of Cashflow
    (In thousands of dollars)
    (Unaudited)

    -------------------------------------------------------------------------
                                   Three months ended    Twelve months ended
                                       December 31,          December 31,
    -------------------------------------------------------------------------
                                     2006       2005       2006       2005
    -------------------------------------------------------------------------

    Cash flows from (used in)
     operating activities:
      Net income                   $ 35,116   $ 27,813   $131,524   $103,353
      Adjustments to determine
       net cash flows:
        Amortization                  3,737      3,955     13,048     13,477
        (Income) loss from
         affiliate                      (37)       260         82        693
        Cost of share option plan       667        526      2,553      2,023
        Future tax asset             (2,252)   (10,036)   (12,608)   (26,022)
        Accounts receivable and
         prepaid expenses            (3,137)     9,926     (6,095)    (4,981)
        Energy contract
         receivables               (408,930)  (153,737)   114,925   (395,937)
        Other assets                    346        900        544      1,782
        Accounts payable and
         accrued liabilities        (24,858)     6,891    (11,144)     2,264
        Energy contract payables    408,930    153,737   (114,925)   396,783
        Deferred revenues            (1,077)     2,214     67,346     58,798
        Accrued liabilities
         long term                   26,318     (1,074)    11,709      6,601
        Loss on disposal of
         equipment                        -          -          -          7
        Income taxes payable          3,344     11,080     (7,431)     8,285
    -------------------------------------------------------------------------
                                     38,167     52,455    189,528    167,126

    Cash flows from (used in)
     financing activities:
        Reduction in obligation
         under capital lease           (207)      (195)      (838)      (770)
        Exercised options               134        339      5,296      4,144
        Common share dividends      (22,575)   (17,019)   (90,213)   (61,241)
        Dividend payable                  -          -          -          -
    -------------------------------------------------------------------------
                                    (22,648)   (16,875)   (85,755)   (57,867)

    Cash flows from (used in)
     investing activities:
        Additions to premises
         and equipment                 (608)    (1,385)    (4,228)    (4,677)
        Proceeds on disposal
         of equipment                     -          -          -        100
        Acquisitions (net of
         cash acquired)             (53,704)         -    (53,704)         -
        Marketable securities        (2,260)   (28,484)   (37,308)   (93,621)
    -------------------------------------------------------------------------
                                    (56,572)   (29,869)   (95,240)   (98,198)
    -------------------------------------------------------------------------

    Increase (decrease) in cash     (41,053)     5,711      8,533     11,061

    Cash, beginning of period        78,071     22,774     28,485     17,424

    -------------------------------------------------------------------------
    Cash, end of period            $ 37,018   $ 28,485   $ 37,018   $ 28,485
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------


    TSX GROUP INC.

    Market Statistics(*)

    (Unaudited)
    -------------------------------------------------------------------------
                                   Three months ended        Year Ended
                                       December 31,          December 31,
    -------------------------------------------------------------------------
                                     2006       2005       2006       2005
    -------------------------------------------------------------------------

    Toronto Stock Exchange:
      Volume (millions)            21,846.0   17,354.0   82,049.9   64,167.3
      Value ($ billions)              367.7      297.1    1,416.1    1,075.2
      Transactions (000s)          24,069.4   16,588.0   85,651.9   55,158.3
      Issuers Listed                  1,598      1,537      1,598      1,537

      New Issuers Listed:                46         55        197        223
        Number of Initial
         Public Offerings                24         35        108        137
        Number of graduates from
         TSX Venture/NEX                 20         13         67         46
      New Equity Financing:
       ($ millions)                13,013.5   11,436.9   41,793.4   46,162.8
        Initial Public Offering
         Financings ($ millions)    1,885.2    2,430.1    9,927.2   15,226.1
        Secondary Offering
         Financings(1)
         ($ millions)               6,448.1    5,228.5   19,513.4   14,956.5
        Supplementary Financings
         ($ millions)               4,680.2    3,778.3   12,352.8   15,980.2
      Market Cap of Issuers
       Listed ($ billions)          2,061.3    1,830.7    2,061.3    1,830.7
      S&P/TSX Composite
       Index(2) Close              12,908.4   11,272.3   12,908.4   11,272.3

    TSX Venture Exchange:(3)
      Volume (millions)             9,445.0    5,739.5   37,674.5   21,545.7
      Value ($ millions)            7,968.1    4,040.8   33,277.9   15,696.3
      Transactions (000s)           1,595.2      909.1    6,487.2    3,477.0
      Issuers Listed                  2,244      2,221      2,244      2,221

      New Issuers Listed                 49         52        186        165
      New Equity Financing:
       ($ millions)                 2,182.8    2,229.1    8,047.8    6,163.9
        Initial Public Offering
         Financings ($ millions)       98.7       85.0      369.7      257.5
        Secondary Offering
         Financings(1)
         ($ millions)               2,084.1    2,144.1    7,678.1    5,906.4
      Market Cap of Issuers
       Listed: ($ billions)            55.3       34.0       55.3       34.0
      S&P/TSX Venture Composite
       Index(2) Close               2,987.1    2,236.6    2,987.1    2,236.6

    Toronto Stock Exchange and
     TSX Venture Exchange:
      Professional and Equivalent
       Real-time Data
       Subscriptions                139,052    118,256    139,052    118,256

    (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 (164 issuers
        at December 31st, 2006 and 201 issuers at December 31st, 2005).

    (*) Certain comparative figures have been restated.



    SUPPLEMENTARY INFORMATION ON DEFERRED REVENUE - INITIAL AND ADDITIONAL
    LISTING FEES(1)
    As at December 31, 2006
    (Unaudited)

    (in millions of dolars)
    -------------------------------------------------------------------------

    Future amortization of deferred revenue - initial and additional listing
    fees

    -------------------------------------------------------------------------
                    Q1           Q2           Q3           Q4     Total Year
    -------------------------------------------------------------------------
    2007           12.8         12.7         12.5         12.4          50.4
    2008           12.2         12.1         12.0         11.8          48.1
    2009           11.8         11.6         11.5         11.3          46.2
    2010           11.3         11.1         11.0         10.9          44.3
    2011           10.8         10.5         10.4         10.1          41.8
    2012            9.9          9.5          9.2          9.0          37.6
    2013            8.6          8.3          7.9          7.4          32.2
    2014            6.9          6.3          5.9          5.4          24.5
    2015            4.8          4.1          3.5          3.1          15.5
    2016            2.5          1.7          1.0          0.3           5.5

                                     Total deferred revenue          $ 346.1

    Note: only includes initial and additional listing fees received up to
    December 31, 2006 (and is calculated based on an estimated service period
    of ten years as described in Listing Revenue).

    (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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