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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

Year Ended December 31, 2008 Compared with Year Ended December 31, 2007

Net income was $182.0 million or $2.48 per common share for 2008 ($2.47 on a diluted basis), compared with net income of $148.7 million, or $2.19 per common share ($2.17 on a diluted basis) for 2007, representing an increase of 22%. This increase was largely due to higher revenue as a result of the combination with MX, partially offset by higher overall expenses, including interest expense, loss on mark to market of interest rate swaps and acquisition related expenses, primarily relating to a $15.2 million payment to ISE Ventures with respect to the termination of our derivatives joint venture. The adjustment resulted in a reduction in net income for 2008 of $15.2 million, or 21 cents per common share (on a basic and diluted basis).

In 2007, the future tax asset was reduced, and income tax expense increased by $15.1 million, primarily as a result of decreases in federal corporate income tax rates which were enacted in June and December 2007. The adjustment resulted in a reduction in net income for 2007 of $15.1 million, or 22 cents per common share (on both a basic and diluted basis).

The following is a reconciliation of earnings per share to earnings per share prior to a reduction in the value of the future tax asset in 2007 and prior to loss on termination of joint venture in 2008*:

Reconciliation for 2008 and 2007

Revenue

Revenue was $533.2 million for 2008, up $108.6 million, or 26% compared with $424.6 million for 2007, reflecting $63.4 million in revenue related to the business operations of MX which were combined with TMX Group on May 1, 2008, and revenue from the operations of BOX from August 29, 2008 and increased issuer services and market data revenue. In addition, revenue in 2008 included $14.5 million from Equicom, acquired June 1, 2007, compared with $7.7 million in 2007.

Issuer Services Revenue

The following is a summary of issuer services revenue reported based on initial and additional listing fee revenue reported and issuer services revenue based on initial and additional listing fees billed* (reconciled below in this section) in 2008 and 2007.

Initial and additional listing fees are non-refundable fees paid by listed issuers for the listing or reserving of securities. These fees are recorded as “deferred revenue – initial and additional listing fees” and recognized on a straight-line basis over an estimated service period of ten years.

In the case of Toronto Stock Exchange, listed issuers are billed for initial and additional listing fees, and with this system, there is a lag between the time when securities are issued or reserved and the time when these listing fees are paid by Toronto Stock Exchange listed issuers. For TSX Venture Exchange issuers, fees are paid either prior to, or at the time of, listing or reserving securities. The following is a reconciliation of initial and additional listing fees billed* to initial and additional listing fees reported:

• Initial and additional listing fees reported increased due to capital market activity and listing fee price increases during the period from April 1, 1998 to December 31, 2008 compared with the period from April 1, 1997 to December 31, 2007. Initial and additional listing fees billed* in 2008, as compared with 2007, reflect deteriorating market conditions during 2008 that resulted in a decline in the value of securities issued and reserved. This was somewhat offset by the impact of changes to the pricing model for each equity exchange that were effective January 1, 2008.
• Issuers listed on Toronto Stock Exchange and TSX Venture Exchange pay annual sustaining listing fees primarily based on their market capitalization at the end of the prior calendar year, subject to minimum and maximum fees. The increase in sustaining listing fees was due to fee increases on TSX Venture Exchange that were effective January 1, 2008, and the overall higher market capitalization of listed issuers at the end of 2007 compared with the end of 2006, partially offset by a decrease in sustaining listing fees from issuers listed on Toronto Stock Exchange.
• Other issuer services includes revenue of $14.5 million from Equicom, compared with $7.7 million in 2007. Equicom was acquired June 1, 2007 and provides investor relations and related corporate communications services to public issuers in Canada.