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• Letter from the Chair
• Letter from the CEO
• Statement of Corporate Governance Practices
• Management's Discussion and Analysis
• Introduction
• Non-GAAP Financial Measures
• Executive Summary of Vision, Strategies and Priorities
• Market Conditions and Outlook
• Overview of the Business
• Core Business of TMX Group
• Year Ended December 31, 2008 Compared with Year Ended December 31, 2007
• Segment Analysis
• Liquidity and Capital Resources
• Selected Annual Information
• Quarterly Information
• Critical Accounting Estimates
• Adoption of Accounting Policies
• Financial Instruments Disclosure and Presentation
• Disclosure Controls and Procedures and Internal Control over Financial Reporting
• Strategy
• Forward-Looking Information, Risks and Uncertainties
• Management Statement
• Auditors' Report to the Shareholders
• Consolidated Financial Statements
• Notes to the Consolidated Financial Statements
• Three-year Review: Financial Information
• Board of Directors
• Senior Management
• Shareholder Information

2008 Management’s Discussion and Analysis

This Management’s Discussion and Analysis (MD&A) of TMX Group Inc.’s (TMX Group)¹ financial condition and results of operations is provided to enable a reader to assess our financial condition, material changes in our financial condition and our results of operations, including our liquidity and capital resources, for the year ended December 31, 2008, compared with the year ended December 31, 2007. This MD&A is dated January 28, 2009 and should be read carefully together with our 2008 audited annual financial statements, including notes, which are prepared in accordance with Canadian generally accepted accounting principles (GAAP). Each of these documents is filed with Canadian securities regulators and can be accessed through www.sedar.com, or our website at www.tsx.com. The financial measures included in this MD&A are based on financial statements prepared in accordance with Canadian GAAP, unless otherwise specified. All amounts are in Canadian dollars unless otherwise indicated.

On May 1, 2008, we completed our business combination with Montréal Exchange Inc. (MX or Montréal Exchange) to create TMX Group, a leading, integrated, multi-asset class exchange group. The business combination was completed by TMX Group acquiring all of MX’s outstanding common shares for a total consideration of 15.3 million TMX Group common shares and $428.2 million in cash. For those MX shareholders who elected to receive cash or were deemed to have so elected, this represents an amount, for each MX common share, of $16.26 in cash and 0.4540 of a TMX Group common share. Those who elected to receive shares of TMX Group received 0.7784 of a TMX Group common share for each MX common share. The consideration was distributed to MX shareholders on May 2, 2008. The results of MX are included in TMX Group’s consolidated results from May 1, 2008.

On August 29, 2008, MX acquired an additional 21.9% interest in the Boston Options Exchange Group, LLC (BOX) from the Boston Stock Exchange (BSE), giving MX a majority ownership interest of 53.3% in, and control of, the U.S. equity options exchange. Prior to the completion of this transaction, MX’s 31.4% investment in BOX was accounted for under the equity method under which our 31.4% of the earnings from BOX was reported as income from investment in an affiliate. From the acquisition of control on August 29, 2008, the results of BOX have been fully consolidated into TMX Group’s consolidated results, with an adjustment made for the non-controlling interests. In October 2008, as a result of a buy back of units by BOX, MX’s ownership increased to 53.8%.

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

Additional information about TMX Group, including our most recent Annual Information Form is available through www.sedar.com and on our website, www.tsx.com. We are not incorporating information contained on the website in this MD&A.

¹Following shareholder approval on June 11, 2008, we amended our Restated Articles of Incorporation to change our name from TSX Group Inc. / Groupe TSX Inc. to TMX Group Inc. / Groupe TMX Inc.