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2013 ANNUAL REPORT

THE CANADIAN DEPOSITORY


FOR SECURITIES LIMITED

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Statement of managements responsibility for the reliability


of financial information and controls
The consolidated financial statements of The Canadian Depository for Securities
Limited have been prepared by, and are the responsibility of, the corporations
management. The presentation and information provided therein have been prepared in
accordance with International Financial Reporting Standards as published by the
International Accounting Standards Board. The audited consolidated financial
statements necessarily include amounts based on informed judgments and estimates of
the expected effects of current events and transactions with appropriate consideration
to materiality. The financial information presented elsewhere in the Annual Report is
consistent with that in the consolidated financial statements.
The board of directors oversees managements responsibilities for the consolidated
financial statements through the risk management and audit committee, which is
composed of directors who are not also employees or officers of the corporation.
The shareholders auditors and CDSs chief internal auditor have full and free access to
the risk management and audit committee to discuss audit, financial reporting and
related matters.
Disclosure controls and procedures
The corporation has disclosure controls and procedures in place that are designed to
provide reasonable assurance that information issued to the general public, outsiders
and for legislative and regulatory reporting requirements are provided on a timely basis.
Management has reviewed the corporations disclosure controls and concluded that
they were designed and operating effectively during the year.
Internal control over financial reporting
Management of CDS is responsible for establishing and maintaining adequate internal
control over financial reporting. Internal control over financial reporting is a process
designed by, or under the supervision of the president and chief executive officer and
the chief financial officer and effected by the board of directors, management and other
personnel to provide reasonable assurance regarding the reliability of the corporations
financial reporting and the preparation of the consolidated financial statements for
external presentation in accordance with International Financial Reporting Standards.
The corporations internal control over financial reporting includes those policies and
procedures that: (i) pertain to the maintenance of records, that, in reasonable detail,

accurately and fairly reflect the transactions and dispositions of the assets of the
corporation; (ii) provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in accordance with International
Financial Reporting Standards, and that receipts and expenditures of the corporation
are being made only in accordance with authorizations of the corporations
management and directors; and (iii) provide reasonable assurance regarding prevention
or timely detection of unauthorized acquisition, use or disposition of the corporations
assets that could have a material effect on the financial statements.
All internal control systems, no matter how well designed, have inherent limitations.
Therefore, even those systems determined to be effective can provide only reasonable
assurance with respect to the consolidated financial statement preparation and
presentation.

Jean Desgagn
President and Chief Executive Officer

John McKenzie
Chief Operating Officer & Chief Financial Officer

Financial review
Important Information Change in Year-end
Following the October 31, 2012 fiscal year end, CDS changed its fiscal year end from
October 31 to December 31. As part of the approval of CDSs request to change its fiscal
year end, and to comply with the requirements of the Ontario Securities Commission
Recognition and Designation Order, CDS was requested to use a 14-month comparative
period from November 1, 2011 to December 31, 2012 in its 2013 audited financial
statements. Consequently, the comparison of 2013 (12 months) and 2012 (14 months)
CDS results as presented in its financial statements may not be meaningful for analytical
purposes.

Revenue
Revenue for 2013, was $88.9 million (net of participant rebates of $3.6 million) compared
with $104.6 million (net of participant rebates of $0.7 million) for the 14-month period
ending December 31, 2012. The decline in revenue reflects the longer comparable
period for 2012. On an annualized basis revenues pre rebate were higher in 2013 by $2.3
million mostly due to higher average daily volume of non-exchange/over-the-counter
(OTC) trades, higher depository revenues and CDS INC related services.

Issuer services
Issuer services revenue include revenues from Registrar and Paying Agent service,
Holders of Record Reports, Confirmations of Registered Holdings, and Shareholders
Meetings. It also includes revenue related to ISIN Issuance, as CDS is the national
numbering agency for Canada for International Security Identification Numbers (ISINs).
In 2013, issuer services revenue was $3.0 million, compared with $4.1 million for the 14month period ended December 31, 2012. The decrease in revenue reflects the longer
comparable period for 2012. On an annualized basis issuer revenues declined primarily
due to lower ISIN issuance activity.

Clearing, depository and related


Revenue from clearing, depository, and related service for 2013 was $61.9 million (net of
participant rebates of $3.6 million), compared with $74.6 million (net of participant rebates
of $0.7 million) for the 14-month period ending December 31, 2012. The decrease in
revenue reflects the longer comparable period for 2012 as well as the larger amount of
rebates being netted against this category of revenues.
In 2013, CDS processed an average of 1.32 million exchange trades each trading day.
This compares with a daily average of 1.40 million exchange trades for the 14-month
period ending December 31, 2012. The daily average of non-exchange/over-the-counter
(OTC) trades was 81,352 in 2013, compared with 66,565 trades for the 14-month period
in the prior year.
Depository revenue pre rebate was $46.0 million, compared with $45.8 million for the
annualized 2012 revenues. Depository revenue is mostly driven by custody, custody
related activities, and corporate actions. CDS held a daily average of approximately
329,000 equities positions with an average of 275.5 billion shares and a daily average of
approximately 180,000 debt positions with an average par value of $2.3 trillion on deposit
from January 1, 2013 to December 31, 2013. CDS custody and corporate actions
revenues increased by 2% and 9%, respectively, as compared with annualized 2012
revenues. The increases are offset by lower ATON, Delivery services and ISIN Eligibility
revenues. Total market value on deposit increased from $4.1 trillion at December 31,
2012 to $4.3 trillion at December 31, 2013.

Information services
Information services revenue include market data revenue based on usage.
In 2013, information services revenue was $6.1 million, compared with $6.9 million for the
14-month period ended December 31, 2012. The decrease in revenue reflects the longer
comparable period for 2012. However, on an annualized basis, information services
revenue increased by $0.2 million.

Technology services and other


CDSs revenue from technology services and other services comprised approximately
20% of net revenue in 2013. These services consisted primarily of the administration of
the System for Electronic Document Analysis and Retrieval (SEDAR), the System for
Electronic Disclosure by Insiders (SEDI), and the National Registration Database (NRD),
as well as data services pertaining specifically to the operation of these services

In 2013, technology services and other revenue was $17.9 million, compared with $19.0
million for the 14-month period ending December 31, 2012. The decrease in revenue
reflects the longer comparable period for 2012. However, annualized revenues increased
by $1.6 million reflecting an increase in management fees received for the extension of
the contracts beyond October 31, 2013 (the initial term of the contracts) as well as
unplanned activities required to wind down operations of CDS INC. for which the CSA
was billed.
The operations of these services were transitioned to a new service provider on January
13, 2014, and the agreement ended on January 31, 2014. As such, CDS will not be
earning any revenue for these services after January 31, 2014.

Participant rebates
CDS revenues are presented net of participant rebates. Under the CDS recognition
orders granted by the Ontario Securities Commission (OSC), the Autorit des marchs
financiers (AMF), and the British Columbia Securities Commission (BCSC), CDS is
required to provide participants with two rebates, a 50:50 rebate and an additional fixed
rebate, which are described in more detail below. These rebates are recorded as a
reduction in revenue in the consolidated income statement in the period to which they
relate.

50:50 REBATES ON CORE CDS SERVICES


For the period starting November 1, 2012 and subsequent fiscal years, CDS will share
with participants, 50% of any increase in annual revenue on clearing and other core
services as compared to annual revenues earned in fiscal 2012 on those same clearing
and core services. For the period from January 1, 2013 to December 31, 2013, this
rebate totaled approximately $1.0 million.
The rebate was distributed exclusively and proportionately to participants having used
clearing and other core services during the period in the form of a credit on their January
2014 invoice.

ADDITIONAL REBATES
In addition, CDS must rebate an additional amount to participants in respect of exchange
clearing services for trades conducted on an exchange or ATS for each period ending
October 31 as follows:

$2.75 million in the 12-month period ending October 31, 2013

$3.25 million in the 12-month period ending October 31, 2014

$3.75 million in the 12-month period ending October 31, 2015

$4.0 million in the 12-month period ending October 31, 2016 and every year
thereafter.

For 2013, this rebate was distributed exclusively and proportionately to participants
having used these services during the period in the form of a credit on their November
2013 invoice.
TRANSACTION VOLATILITY PREMIUM
Beginning on November 1, 2012, CDS has ceased the collection of a transaction volatility
premium (TVP) from participants. A TVP was previously collected to protect against
significant declines in market volume.

Price changes
Under the CDS recognition orders granted by the OSC, the AMF, and BCSC, fees for
services and products offered by CDS Clearing have to remain constant to those fees in
effect on November 1, 2011 (the 2012 base fees). CDS cannot adjust fees without the
approval of the OSC, the AMF, and the BCSC. In addition, CDS may only seek approval
for fee increases on clearing and other core CDS Clearing services (which services are
outlined in the OSC and AMF recognition orders) where there has been a significant
change from circumstances as at August 1, 2012, the effective date of the recognition
orders. In 2013, while CDS did introduce new feeliable services, CDS did not make any
changes to existing fees.

Operating expenses
CDS was successful with its cost management and integration efforts in 2013. More
importantly, this was accomplished without compromising operational excellence.
Total operating expenses for 2013 were $71.5 million, compared with $92.0 million for the
14-month period ending December 31, 2012. The decrease in operating expenses
reflects the longer comparable period for 2012. Even on an annualized basis, expenses
are down by $7.3 million, due to synergies realized throughout 2013 from the integration
with TMX Group Inc. Additional integration costs were incurred ($3.1 million in 2013,
compared with $6.9 million in the previous 14-month period). Most costs incurred in 2013
pertained to organizational transition costs while in 2012 such costs contained
organizational transition costs, legal costs and consulting fees incurred by CDS related to
the acquisition of CDS by TMX Group Limited (formerly Maple Group Acquisition
Corporation).
Compensation and benefits expenses were $34.8 million, compared with $48.1 million for
the 14-month period ending December 31, 2012. Compensation and benefits expenses
related to organizational transition costs were accounted for as integration costs and were
not considered as operating expenses. Information and trading systems expenses were
$16.0 million, compared with $19.7 million for the 14-month period ending December 31,
2012. General and administration expenses were $13.0 million, compared with $18.3
million for the 14-month period ending December 31, 2012. In addition to a longer
comparable period for 2012, the decreases reflect synergies realized from integration.
CDS recorded shared services expense of approximately $3.5 million, which represented
administrative services received from other entities within TMX Group, as well as
corporate costs. Due to the staggered integration throughout 2013, shared services fees
were only charged for half of 2013. There was no shared services expense for the 14month period ending December 31, 2012. Shared services charges are based on a TMX
group cost allocation model which was approved by the regulators in 2013 and is
reviewed annually as part of the annual audit.
Depreciation and amortization expenses were $4.1 million, compared with $5.9 million for
the 14-month period ending December 31, 2012. In addition to a longer comparable
period for 2012, the decrease also reflects the fact that older assets became fully
amortized during the period and fewer projects were undertaken during the current year
as resources were dedicated to integration.

Balance sheet
CDSs cash, cash equivalents, and marketable securities totaled $75.5 million at
December 31, 2013, an increase of $23.2 million from $52.3 million at December 31,
2012. The improved financial position was largely due to an increase in cash flows from
operating activities. The increase in cash, cash equivalents and marketable securities
assist CDS to comply with the CPSS/IOSCO international guidelines for FMIs and with
the regulatory ratios for working capital to cover six months operating expenses.
As part of its clearing operations, included in CDSs balance sheet is the cash collateral
pledged to CDS by participants in relation to their activities. Cash pledged and deposited
with CDS is recognized as an asset and an equivalent and offsetting liability is also
recognized as these amounts are ultimately owed to participants. At December 31, 2013,
these balances with participants were $330.8 million, a decrease of $40.1 million from
$370.9 million at December 31, 2012 primarily due to a reduction in cash pledged by
certain members to meet their central counterparty (CNS) margin requirement, generally
reflecting a reduction in risk exposure for those members. Non-cash collateral, which is
held by CDS in liquid government and fixed income securities, is not recognized in the
consolidated balance sheet.

Consolidated Financial Statements of

THE CANADIAN DEPOSITORY FOR


SECURITIES LIMITED
Year ended December 31, 2013 and fourteen-month period ended December 31, 2012
(In thousands of Canadian dollars, unless otherwise stated)

KPMG LLP
Bay Adelaide Centre
Suite 4600
333 Bay Street
Toronto ON
M5H 2S5

Telephone (416) 777-8500


Fax (416) 777-8818
www.kpmg.ca

INDEPENDENT AUDITORS REPORT


To the Shareholder of The Canadian Depository for Securities Limited
We have audited the accompanying consolidated financial statements of The Canadian Depository
for Securities Limited, which comprise the consolidated balance sheets as at December 31, 2013
and December 31, 2012, the consolidated income statements, statements of comprehensive
income, statements of changes in equity and statements of cash flows for the year ended
December 31, 2013 and the fourteen-month period ended December 31, 2012, and notes,
comprising a summary of significant accounting policies and other explanatory information.
Managements Responsibility for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of these consolidated financial
statements in accordance with International Financial Reporting Standards, and for such internal
control as management determines is necessary to enable the preparation of consolidated financial
statements that are free from material misstatement, whether due to fraud or error.
Auditors Responsibility
Our responsibility is to express an opinion on these consolidated financial statements based on our
audits. We conducted our audits in accordance with Canadian generally accepted auditing
standards. Those standards require that we comply with ethical requirements and plan and perform
the audit to obtain reasonable assurance about whether the consolidated financial statements are
free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and
disclosures in the consolidated financial statements. The procedures selected depend on our
judgment, including the assessment of the risks of material misstatement of the consolidated
financial statements, whether due to fraud or error. In making those risk assessments, we consider
internal control relevant to the Entity's preparation and fair presentation of the consolidated financial
statements in order to design audit procedures that are appropriate in the circumstances, but not for
the purpose of expressing an opinion on the effectiveness of the Entity's internal control. An audit
also includes evaluating the appropriateness of accounting policies used and the reasonableness of
accounting estimates made by management, as well as evaluating the overall presentation of the
consolidated financial statements.
We believe that the audit evidence we have obtained in our audits is sufficient and appropriate to
provide a basis for our audit opinion.

KPMG LLP is a Canadian limited liability partnership and a member firm of the KPMG network of independent member firms
affiliated with KPMG International Cooperative (KPMG International), a Swiss entity.
KPMG Canada provides services to
KPMG LLP.
KPMG Confidential

Opinion
In our opinion, the consolidated financial statements present fairly, in all material respects, the
consolidated financial position of The Canadian Depository for Securities Limited as at December
31, 2013 and December 31, 2012, and its consolidated financial performance and its consolidated
cash flows for the year ended December 31, 2013 and the fourteen-month period ended December
31, 2012 in accordance with International Financial Reporting Standards.

Chartered Professional Accountants, Licensed Public Accountants


February 26, 2014
Toronto, Canada

KPMG LLP is a Canadian limited liability partnership and a member firm of the KPMG network of independent member firms
affiliated with KPMG International Cooperative (KPMG International), a Swiss entity.
KPMG Canada provides services to
KPMG LLP.
KPMG Confidential

THE CANADIAN DEPOSITORY FOR SECURITIES LIMITED


Consolidated Balance Sheets
(In thousands of Canadian dollars)
Note
Assets
Current assets:
Cash and cash equivalents
Restricted cash and cash equivalents
Marketable securities
Trade and other receivables
Balances with participants
Prepaid expenses
Current income tax assets

5
5
5
7
6

Non-current assets:
Premises and equipment
Intangible assets
Accrued employee benefit assets
Deferred income tax assets
Total Assets

December 31, 2013

8
9
10
19
$

Liabilities and Equity


Current liabilities:
Trade and other payables
Tax exempt dividends payable
Balances with participants
Due to related parties
Provisions
Deferred revenue
Current income tax liabilities

12
5
6
23
13
14

Non-current liabilities:
Accrued employee benefits payable
Other non-current liabilities
Deferred income tax liabilities
Total Liabilities
Equity:
Share capital
Deficit
Total Equity
Commitments and contingent liabilities
Total Liabilities and Equity

December 31, 2012

63,922
102,942
11,545
8,920
330,789
2,508
2
520,628
5,018
1,522
4,198
702
532,068

27,167
102,942
330,789
745
1,951
1,232
1,132
465,958

39,784
67,924
12,558
7,650
370,940
2,822
106
501,784
3,595
1,934
3,792
2,470
513,575

14,989
67,924
370,940
80
1,462
126
455,521

10
16
19

933
2,561
94
469,546

944
1,120
457,585

17

173,622
(111,100)
62,522

173,622
(117,632)
55,990

15
$

532,068

513,575

See accompanying notes which form an integral part of these consolidated financial statements.
Approved on behalf of the Board on January 30, 2014:

W. David Wood

Chair

Charles Freedman

Director

THE CANADIAN DEPOSITORY FOR SECURITIES LIMITED


Consolidated Income Statements
Year ended December 31, 2013 and fourteen-month period ended December 31, 2012
(In thousands of Canadian dollars)
2013

Note

Revenue:
Issuer services
Clearing, depository and related
Information services
Technology services and other
Total revenue
Expenses:
Compensation and benefits
Information and trading systems
General and administration
Shared services
Depreciation and amortization
Total operating expenses

3,030
61,891
6,104
17,883
88,908

2012
(from November 1, 2011 to
December 31, 2012)
$

4,114
74,605
6,865
19,031
104,615

34,833
16,026
13,040
3,466
4,130
71,495

48,114
19,726
18,293
5,894
92,027

Income from operations

17,413

12,588

Integration costs
Finance income (costs):
Finance income
Finance costs
Net finance income

(3,088)

(6,921)

924
(186)
738

920
(137)
783

15,063

6,450

4,085

1,679

23
8&9

Income before income taxes


Income tax expense
Net income

19
$

10,978

4,771

See accompanying notes which form an integral part of these consolidated financial statements.

THE CANADIAN DEPOSITORY FOR SECURITIES LIMITED


Consolidated Statements of Comprehensive Income
Year ended December 31, 2013 and fourteen-month period ended December 31, 2012
(In thousands of Canadian dollars)
2013

Note

Net income
Other comprehensive income (loss):
Actuarial gains (losses) on defined benefit pension and
other post-retirement benefit plans (net of tax expense of
$200, 2012 tax benefit of $128)
Total comprehensive income

10,978

11,532

2012
(from November 1, 2011 to
December 31, 2012)
$
4,771

554

10

(355)
$

4,416

See accompanying notes which form an integral part of these consolidated financial statements.

THE CANADIAN DEPOSITORY FOR SECURITIES LIMITED


Consolidated Statements of Changes in Equity
Year ended December 31, 2013 and fourteen-month period ended December 31, 2012
(In thousands of Canadian dollars)
Common
shares

Note

Balance at January 1, 2013


Net income
Other comprehensive income:
Actuarial gains on defined benefit
pension and other post-retirement
benefit plans, net of taxes
Total comprehensive income
Dividend to equity holder
Balance at December 31, 2013
Balance at November 1, 2011
Net income
Other comprehensive loss:
Actuarial losses on defined benefit
pension and other post-retirement benefit
plans, net of taxes
Total comprehensive income
Redemption of common shares
Redemption of preferred shares
Issuance of shares
Balance at December 31, 2012

$ 173,622
-

Preferred
shares
$

24

$ 173,622

2,539
-

(2,539)
173,622
$ 173,622

Retained
earnings
(deficit)

Total equity

$ (117,632)
10,978

$ 55,990
10,978

554
11,532

554
11,532

(5,000)
$ (111,100)

(5,000)
$ 62,522

42,913
4,771

$ 51,574
4,771

(355)
4,416
(164,961)

(355)
4,416
(167,500)
(6,122)
173,622
$ 55,990

6,122
-

(6,122)
$
-

$ (117,632)

See accompanying notes which form an integral part of these consolidated financial statements.

THE CANADIAN DEPOSITORY FOR SECURITIES LIMITED


Consolidated Statements of Cash Flows
Year ended December 31, 2013 and fourteen-month period ended December 31, 2012
(In thousands of Canadian dollars)
2013

Note

Cash flows from (used in) operating activities:


Income before income taxes
Adjustments to determine net cash flows:
Depreciation and amortization
Write-off of intangible asset
Net finance income
Maple transaction and integration costs
Maple transaction and integration related cash outlays
Trade and other receivables, and prepaid expenses
Amounts due to and from related parties
Trade and other payables
Provisions
Employee benefits expense
Cash paid for employee defined benefits
Deferred revenue
Interest paid
Interest received
Income taxes paid

15,063

2012
(from November 1, 2011
to December 31, 2012)
$

6,450

4,130
83
(738)
3,088
(7,399)
(908)
745
15,494
1,834
341
(4)
(230)
(186)
876
(1,313)
30,876

5,894
(783)
6,921
(7,628)
(1,270)
2,408
202
580
(2,356)
666
(137)
897
(98)
11,746

(1,677)
(5,000)
(6,677)

(2,972)
(2,972)

(325)
(749)
1,013
(61)

(854)
(514)
(5,085)
(6,453)

Increase in cash and cash equivalents

24,138

2,321

Cash and cash equivalents, beginning of period

39,784

37,463

Cash flows used in financing activities:


Reduction in obligations under finance leases
Dividends on common shares

Cash flows from (used in) investing activities:


Additions to premises and equipment
Additions to intangible assets
Marketable securities

Cash and cash equivalents, end of period

24

8
9

63,922

39,784

See accompanying notes which form an integral part of these consolidated financial statements.

THE CANADIAN DEPOSITORY FOR SECURITIES LIMITED


Notes to Consolidated Financial Statements
Year ended December 31, 2013 and fourteen-month period ended December 31, 2012
(In thousands of Canadian dollars, except per share amounts)

General Information
The Canadian Depository for Securities Limited is a company domiciled in Canada and incorporated under the Canada
Business Corporations Act. The registered office is located at 85 Richmond Street West, Toronto, Ontario, Canada.
The Canadian Depository for Securities Limited controls, directly or indirectly, a number of entities including: CDS
Clearing and Depository Services Inc. (CDS Clearing), which operates automated facilities for the clearing and
settlement of securities transactions and custody of securities, CDS Securities Management Solutions Inc. (CDS
Solutions), which provides depository related services to issuers and their agents to facilitate securities issuance and
reporting of registered positions, CDS Inc., which operates the System for Electronic Document Analysis and Retrieval
(SEDAR), the National Registration Database (NRD) and the System for Electronic Disclosure by Insiders (SEDI); and
CDS Innovations Inc. (CDS Innovations), which markets data dissemination products.
The consolidated annual financial statements as at and year ended December 31, 2013, comprise the accounts of The
Canadian Depository for Securities Limited and its wholly-owned subsidiaries, collectively referred to as CDS Group or
the Company.
1.

Basis of preparation

(a)

Statement of compliance:
The financial statements have been prepared by management in accordance with International Financial Reporting
Standards (IFRS) and IFRS Interpretations Committee (IFRIC) interpretations, as issued by the International
Accounting Standards Board (IASB).
Also, the consolidated financial statements are prepared with a fourteen-month comparative period from November
1, 2011 to December 31, 2012 to comply with the requirements of the Ontario Securities Commission Recognition
and Designation Order made effective August 1, 2012 and varied and restated December 21, 2012 approving the
change in fiscal year from October 31 to December 31.
The financial statements were approved by the Companys Board of Directors on January 30, 2014.

(b)

Basis of measurement:
The financial statements have been prepared on the historical cost basis except for the following items which are
measured at fair value:
Certain financial instruments (note 20);
Liabilities arising from share-based payment plans (note 18); and
Legal obligations associated with the restoration costs on the retirement of premises and equipment (note
15).

THE CANADIAN DEPOSITORY FOR SECURITIES LIMITED


Notes to Consolidated Financial Statements
Year ended December 31, 2013 and fourteen-month period ended December 31, 2012
(In thousands of Canadian dollars, except per share amounts)

The Company uses a fair value hierarchy to categorize the inputs used in its valuation of assets and liabilities
carried at fair value. Fair values are categorized into: Level 1 to the extent of the Companys use of unadjusted
quoted market prices; Level 2 using observable market information as inputs; and Level 3 using unobservable
market information.
(c)

Use of estimates and judgements:


The preparation of the financial statements in conformity with IFRS requires management to make judgements,
estimates and assumptions that affect the reported amounts of assets, liabilities and contingent liabilities at the
date of the financial statements and the reported amounts of revenue and expenses during the reporting period.
The estimates and associated assumptions are based on historical experience and other factors that management
considers to be relevant. Actual results could differ from these estimates and assumptions.
Judgements, estimates and underlying assumptions are reviewed on an ongoing basis, and revisions to accounting
estimates are recognized in the period in which the estimates are revised and in any future periods affected.
Judgements made in applying accounting policies that have the most significant effects on amounts recognized
have been made in the following areas in the preparation of the financial statements:
Intangible assets impairment tests are completed using the higher of fair value less costs of disposal, where
available, and value-in-use calculations, determined using managements best estimates of future cash flows,
long-term growth rates and appropriate discount rates. Purchased intangibles are valued on acquisition using
established methodologies and amortized over their estimated useful economic lives. These valuations and
lives are based on management's best estimates of future performance and periods over which value from the
intangible assets will be derived (note 9);
The accounting for pensions and other post-retirement and post-employment benefits the valuations of the
defined benefit assets and liabilities are based on actuarial assumptions made by management with advice
from the Companys external actuary (note 10);
Provisions and contingencies management judgement is required to assess whether provisions and/or
contingencies should be recognized or disclosed, and at what value. Management bases its decisions on past
experience and other factors it considers to be relevant on a case by case basis;
Income taxes the accounting for income taxes requires estimates and judgements to be made. Where
differences arise between estimated income tax provisions and final income tax liabilities, an adjustment is
made when the difference is identified (note 19);
Trade and other receivables judgement is required when providing for doubtful accounts. Management bases
its estimates on historical experience and other relevant factors (note 7); and
Share-based payments The liabilities associated with the Companys share-based payment plans are
measured at fair value using a recognized option pricing model based on managements assumptions.
Managements assumptions are based on historical share price movements, dividend policy and past
experience for TMX Group Inc., as well as TMX Group Limited (note 18).

THE CANADIAN DEPOSITORY FOR SECURITIES LIMITED


Notes to Consolidated Financial Statements
Year ended December 31, 2013 and fourteen-month period ended December 31, 2012
(In thousands of Canadian dollars, except per share amounts)

2.

Significant accounting policies


Except for the changes noted below, the accounting policies set out below have been applied consistently to all
periods presented in the financial statements, unless otherwise indicated.
The accounting policies have been applied consistently by the Companys entities.
Effective January 1, 2013, the Company adopted the following standard and amendments to IFRS:
IAS 1, Presentation of financial statements: Presentation of items of other comprehensive income (IAS 1)
The amendments to IAS 1 require separate presentation of items within other comprehensive income between
those that may be reclassified to profit or loss in the future and those that will never be reclassified to profit or
loss. The related income tax effects must also be allocated between these same two categories. The
amendments have been applied retrospectively and comparative information restated where necessary in the
financial statements to comply with the revised presentational requirements.
IAS 19, Employee benefits (IAS 19) The amendments to IAS 19 require: the recognition of actuarial gains
and losses immediately in other comprehensive income; full recognition of past service costs immediately in
the consolidated income statement; recognition of the expected return on plan assets in the consolidated
income statement to be calculated using the rate used to discount the defined benefit obligation; and enhanced
annual disclosures. In addition, the amendments also affect the timing for the recognition of termination
benefits, which will now be recognized at the earlier of when the Company recognizes costs for a restructuring
under IAS 37, Provisions, Contingent Liabilities and Contingent Assets and when the Company can no longer
withdraw the offer of the termination benefits. The Company has adopted the amendments retrospectively and
comparative information has been restated where necessary for all periods presented. The impact of the
amendments on the Companys financial statements was not significant.
IFRS 13, Fair Value Measurement (IFRS 13) IFRS 13 establishes a single framework for the fair value
measurement and disclosure of financial and non-financial assets and liabilities. The new standard unifies the
definition of fair value and also introduces new concepts including highest and best use and principal markets
for non-financial assets and liabilities. As a result, the Company has provided additional disclosures about fair
value measurement (note 20). The Company has applied the standard prospectively and has not provided any
comparative information for the new disclosures.
Recoverable Amount Disclosures for Non-Financial Assets (Amendments to IAS 36, Impairment of Assets)
The amendments reverse the unintended requirement in IFRS 13 Fair Value Measurement to disclose the
recoverable amount of every cash-generating unit to which significant goodwill or indefinite-life intangible
assets have been allocated. Under the amendments, the recoverable amount is required to be disclosed only
when an impairment loss has been recognized or reversed. The Company has early adopted the amendments
retrospectively, which had no impact on the periods presented.

(a)

Basis of consolidation:
Subsidiaries are entities controlled by the Company, and they are consolidated from the date on which control is
transferred to the Company until the date that control ceases. Balances and transactions between the Companys
subsidiaries have been eliminated on consolidation.

THE CANADIAN DEPOSITORY FOR SECURITIES LIMITED


Notes to Consolidated Financial Statements
Year ended December 31, 2013 and fourteen-month period ended December 31, 2012
(In thousands of Canadian dollars, except per share amounts)

(b)

Revenue recognition:
Revenue is measured at the fair value of the consideration received or receivable. Revenue is recognized when the
service or supply is provided, when it is probable that the economic benefits will flow to the Company, and when
the revenue and the costs incurred in respect of the transaction can be reliably measured.
(i) Issuer services
Other issuer services revenue is recognized as the services are provided.
(ii) Clearing, depository and related
Revenues related to cash markets clearing, settlement and depository services are recognized as follows:
Clearing services include the reporting and confirmation of all trade types within the multilateral clearing and
settlement system referred to as CDSX. Clearing services also include the netting and novation of
exchange trades through CDS Continuous Net Settlement (CNS) service prior to settlement. The related
fees are recognized as follows:
Reporting fees are recognized when the trades are delivered to CDS,
Netting and novation fees are recognized when the trades are netted and novated,
Other clearing related fees are recognized when services are performed.

Settlement revenue is recognized on the settlement date of the related transaction.

Depository fees are charged for custody of securities, depository related activities and processing of
entitlement and corporate actions and are recognized when the services are performed.
Under the CDS recognition orders granted by the Ontario Securities Commission (OSC) and the Autorit
des marchs financiers (AMF), for the two month period starting November 1, 2012 and subsequent fiscal
years starting on January 1, 2013, CDS is required to share any annual revenue increases on clearing and
other core CDS Clearing services, as compared to revenues for the 12-month period ending October 31,
2012, on a 50:50 basis with participants. These rebates are recorded as a reduction in revenue in the
consolidated income statement in the period to which they relate.
International revenue consists of revenue generated through offering links as channels to participants to
effect cross border transactions and custodial relationships with other international organizations. The
related fees are recognized as follows:
Fees are charged to participants based on participant usage of National Securities Clearing
Corporation (NSCC) and Depository Trust Company (DTC) services. Participants are sponsored
into the NSCC and DTC services via the New York Link and the DTC Direct Link services
respectively.
Custodial fees and other international services related revenues are recognized when the services are
performed.

THE CANADIAN DEPOSITORY FOR SECURITIES LIMITED


Notes to Consolidated Financial Statements
Year ended December 31, 2013 and fourteen-month period ended December 31, 2012
(In thousands of Canadian dollars, except per share amounts)

(iii) Information services


Real time market data revenue is recognized based on usage as reported by customers and vendors, less a
provision for sales adjustments from the same customers. The Company conducts periodic audits of the
information provided and records adjustments to revenues, if any, at the time that collectability of the revenue is
reasonably assured. Other information services revenue is recorded and recognized as revenue when the
services are provided.
(iv) Technology services and other
Technology services and other revenue is recorded and recognized as revenue over the period the service is
provided. This includes revenues related to the operation of the SEDAR, SEDI and NRD services through CDS
Inc., which are based on the recovery of the cost of operating these services and the associated contracted
management fee for operating the services. These revenues are recognized when the services are performed.
(c)

Foreign currency:
Items included in the financial statements of each of the Companys entities are measured using the currency of
the primary economic environment in which the entity operates (the functional currency). The financial statements
are presented in Canadian dollars, which is the Companys functional and presentation currency.
Revenues earned, expenses incurred and capital assets purchased in foreign currencies are translated into the
functional currency at the prevailing exchange rate on the transaction date. Monetary assets and liabilities
denominated in foreign currencies are translated at the period end rate or at the transaction rate when settled.
Resulting unrealized and realized foreign exchange gains and losses are recognized within technology services
and other revenue in the consolidated income statement for the period.

(d)

Premises and equipment:


Items of premises and equipment are recognized at cost less accumulated depreciation and any impairment
losses.
Legal obligations associated with the restoration costs on the retirement of premises and equipment are recognized
as incurred. The obligations are initially measured at an estimated fair value of the future cost discounted to
present value, and a corresponding amount is capitalized with the related assets and depreciated in line with their
useful lives.
Assets are depreciated from the date of acquisition. Depreciation is recognized in the consolidated income
statement on a straight-line basis over the estimated useful life of the asset, or a major component thereof. The
residual values and useful lives of the assets are reviewed annually, and revised as necessary.

10

THE CANADIAN DEPOSITORY FOR SECURITIES LIMITED


Notes to Consolidated Financial Statements
Year ended December 31, 2013 and fourteen-month period ended December 31, 2012
(In thousands of Canadian dollars, except per share amounts)

Depreciation is provided over the following useful lives of the assets:


Asset

(e)

Basis

Rate

Computers and electronic trading equipment


Computers and electronic trading equipment under finance leases

Straight-line
Straight-line

3 - 5 years
Over the term of the leases

Furniture
Leasehold improvements

Straight-line
Straight-line

10 years
Over the term of the leases

Intangible assets:
Intangible assets are recognized at cost less accumulated amortization, where applicable, and any impairment in
value. Cost includes any expenditure that is directly attributable to the acquisition of the asset. The cost of internally
developed assets includes the cost of materials and direct labour, and any other costs directly attributable to
bringing the assets to a working condition for their intended use.
Costs incurred in research activities, undertaken with the prospect of gaining new technical knowledge, are
recognized in the consolidated income statement as incurred. Costs incurred in development activities are
capitalized when all of the following criteria are met:
It is technically feasible to complete the work such that the asset will be available for use or sale,
The Company intends to complete the asset for use or sale,
The Company will be able to use the asset once completed,
The asset will be useful and is expected to generate future economic benefits for the Company,
The Company has adequate resources available to complete the development of and to use the asset, and
The Company is able to reliably measure the costs attributable to the asset during development.
Definite life intangible assets are amortized from the date of acquisition or, for internally developed intangible
assets, from the time the asset is available for use. Amortization is recognized in the consolidated income
statement on a straight-line basis over the estimated useful life of the asset. Residual values and the useful lives of
the assets are reviewed at each year end, and revised as necessary. Amortization is provided over the following
useful lives of intangible assets:
Asset
Definite life intangibles
Purchased software
Internally developed software

Basis

Rate

Straight-line
Straight-line

1 5 years
1 5 years

Regulatory designations are considered to have indefinite lives where management believes that there is no
foreseeable limit to the period over which these assets are expected to generate net cash flows.

11

THE CANADIAN DEPOSITORY FOR SECURITIES LIMITED


Notes to Consolidated Financial Statements
Year ended December 31, 2013 and fourteen-month period ended December 31, 2012
(In thousands of Canadian dollars, except per share amounts)

(f)

Impairment:
The carrying amounts of the Companys non-financial assets, other than deferred income tax assets and employee
future benefit assets, are reviewed at each reporting date to determine whether there is any indication of
impairment. If any such indication exists, then the assets recoverable amount is estimated. Intangible assets that
are not yet available for use are tested for impairment at least annually even if there is no indication of impairment,
and the recoverable amount is estimated each year at the same time.
The recoverable amount of an asset or cash-generating unit is the greater of its value-in-use and its fair value less
costs of disposal. In assessing value-in-use, the estimated future cash flows are discounted to their present value
using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks
specific to the asset. For the purpose of impairment testing, assets that cannot be tested individually are grouped
together into the smallest group of assets that generates cash inflows from continuing use that are largely
independent of the cash inflows of other assets or groups of assets (the cash-generating unit, or CGU).
An impairment loss is recognized if the carrying amount of an asset, or its CGU, exceeds its estimated recoverable
amount. Impairment losses recognized in respect of CGUs are allocated to reduce the carrying amounts of the
assets in the unit on a pro rata basis. Impairment losses are recognized in the consolidated income statement.
In respect of other non-financial assets, impairment losses recognized in prior periods are assessed at each
reporting date for any indications that the loss has decreased or no longer exists. An impairment loss is reversed if
there has been a change in the estimates used to determine the recoverable amount. An impairment loss is
reversed only to the extent that the assets carrying amount does not exceed the carrying amount that would have
been determined, net of depreciation or amortization, if no impairment loss had been recognized.

(g)

Leases:
Leases in which a significant portion of the risks and rewards of ownership are retained by the lessor are classified
as operating leases. Payments made under operating leases and any lease incentives received are recognized in
the consolidated income statement on a straight-line basis over the term of the lease.
The Company has entered into leases for equipment where substantially all of the risks and rewards of ownership
have transferred to the Company, and these are classified as finance leases. The leased assets are capitalized on
inception of the lease at the lower of their fair value and the present value of the minimum lease payments, and
then amortized over their useful lives. Payments made under finance leases are apportioned between the finance
expense and a reduction in the outstanding liability, to achieve a constant periodic rate of interest on the remaining
liability.

12

THE CANADIAN DEPOSITORY FOR SECURITIES LIMITED


Notes to Consolidated Financial Statements
Year ended December 31, 2013 and fourteen-month period ended December 31, 2012
(In thousands of Canadian dollars, except per share amounts)

(h)

Employee benefits:
(i)

Defined contribution pension plans and defined benefit pension plans


The Company has a Group Registered Retirement Savings Plans (RRSPs) and registered pension plans with
both a defined benefit tier and a defined contribution tier which covers all employees of the Company.
The Company also has a Supplementary Executive Retirement Plan (SERP) which provides a defined benefit
pension plan for certain executives. The SERP is registered as a Retirement Compensation Arrangement
(RCA) with the Canada Revenue Agency. The Companys net obligation in respect of defined benefit pension
plans is calculated by estimating the amount of future benefit that employees have earned in return for their
service in the current and prior periods, and that benefit is discounted to determine its present value and the fair
value of any plan assets are deducted. The discount rates used are based on Canadian AA corporate bond
yields. The calculation is performed annually by an actuary based on managements best estimates using the
projected benefit method pro-rated on service. If the calculation results in a surplus, accounting standards
require that a limit be placed on the amount of this surplus that can be recognized as an asset. The total amount
of defined benefit asset that can be recognized by The Company Group is limited to the present value of
economic benefits available by way of future refunds of plan surplus and/or reductions in future contributions to
the plan. In the determination of the economic benefit, minimum funding requirements resulting from the most
recent actuarial funding valuations are also taken into consideration. An economic benefit is considered
available to the Company if it is realizable during the life of the plan or on settlement of the plan obligations. The
service cost, which represents the benefits accruing to the employees, along with the interest cost and the
expected return on plan assets, is recognized in the consolidated income statement.
When the benefits of a plan are amended, the portion of the increased benefit relating to past service by
employees is recognized immediately in the consolidated income statement.
The Company recognizes all actuarial gains and losses arising from defined benefit plans immediately in other
comprehensive income.
For the defined contribution plan, the expense is charged to the consolidated income statement as it is incurred.

(ii) Non-pension post retirement and post employment benefit plans


The Company provides other post-retirement and post-employment benefits, such as supplementary medical
and dental coverage and a long-term disability plan, which are funded by the Company and by contributions
from plan members in some circumstances. The Companys net obligation in respect of these plans is the
amount of future benefit that employees have earned in return for their service in the current and prior periods,
discounted to determine its present value. The discount rates used are based on Canadian AA corporate bond
yields. The calculation is performed annually by an actuary based on managements best estimates and it is
performed using the projected benefit method pro-rated on service. For non-pension post-retirement plans, any

13

THE CANADIAN DEPOSITORY FOR SECURITIES LIMITED


Notes to Consolidated Financial Statements
Year ended December 31, 2013 and fourteen-month period ended December 31, 2012
(In thousands of Canadian dollars, except per share amounts)

actuarial gains and losses are recognized immediately in other comprehensive income in the period in which
they arise. For the long-term disability plan, actuarial gains and losses are recognized within compensation and
benefits expense in the consolidated income statement.
When the benefits of a plan are amended, the portion of the increased benefit relating to past service by
employees is recognized immediately in the consolidated income statement.
(iii) Termination benefits
Termination benefits are recognized as an expense at the earlier of: (1) when TMX Group is committed
demonstrably, without realistic possibility of withdrawal, to a formal detailed plan to terminate employment before
retirement and (2) when the TMX Group recognizes other costs related to a restructuring plan.
(iv) Short-term employee benefits
Short-term employee benefit obligations, such as wages, salaries and annual vacation entitlements, are
measured on an undiscounted basis and are expensed as the related service is provided.
A liability is recognized for the Companys annual short-term incentive plan if a present legal or constructive
obligation to pay this amount exists as a result of past service provided by the employee, and the obligation can
be estimated reliably.
(v) Share-based payments
The Company has both equity-settled and cash-settled share-based compensation plans, based on the equity of
TMX Group Limited.
The Company accounts for all share-based plans to eligible employees that call for settlement by the issuance
of equity instruments of TMX Group Limited using the fair value based method. Under the fair value based
method, compensation cost attributable to options to employees is measured at fair value at the grant date,
using a recognized option pricing model, and amortized over the vesting period. The amount recognized as an
expense is adjusted to reflect the actual number of options expected to vest.
Compensation cost attributable to employee awards that call for settlement in cash is measured at fair value at
each reporting date, using a recognized option pricing model. Changes in fair value between the grant date and
the measurement date are recognized in the consolidated income statement over the vesting period, with a
corresponding increase in either current or non-current liabilities, depending on the period in which the award is
expected to be paid.

14

THE CANADIAN DEPOSITORY FOR SECURITIES LIMITED


Notes to Consolidated Financial Statements
Year ended December 31, 2013 and fourteen-month period ended December 31, 2012
(In thousands of Canadian dollars, except per share amounts)

(i)

Income tax:
Income tax expense comprises current and deferred income tax. Income tax expense is recognized in the
consolidated income statement except to the extent that it relates to items recognized directly in other
comprehensive income.
Current income tax is the expected income tax payable or receivable on the taxable income or loss for the period
using income tax rates substantively enacted at the reporting date and any adjustments to income tax payable in
respect of previous years.
Deferred income tax is recognized in respect of certain temporary differences between the carrying amounts of
assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred income
tax is measured at the income tax rates that are expected to be applied to temporary differences when they
reverse, based on the laws that have been substantively enacted at the reporting date.
A deferred income tax asset is recognized only to the extent that it is probable that future taxable income will be
available against which it can be utilized. Deferred income tax assets are reviewed at each reporting date and are
reduced to the extent that it is no longer probable that the related tax benefit will be realized.
Uncertain income tax positions are recognized in the financial statements using managements best estimate of the
amount expected to be paid.
Income tax assets and liabilities are offset in the financial statements if there is a legally enforceable right to offset
them and they relate to income taxes levied by the same taxation authority on the same taxable entity, or on
different taxable entities but the Company intends to settle them on a net basis or where the income tax assets and
liabilities will be realized simultaneously.

(j)

Provisions:
A provision is recognized if, as a result of a past event, the Company has a present legal or constructive obligation
that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the
obligation. If the effect is material, provisions are determined by discounting the expected future cash flows at a
pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to
the liability. The unwinding of the discount is recognized as a finance cost. For onerous leases, the Company
provides for the lower of the cost of meeting surplus property lease commitments, net of any sub-lease income,
and the costs or penalties it would incur on breaking its lease commitments.

15

THE CANADIAN DEPOSITORY FOR SECURITIES LIMITED


Notes to Consolidated Financial Statements
Year ended December 31, 2013 and fourteen-month period ended December 31, 2012
(In thousands of Canadian dollars, except per share amounts)

(k)

Financial instruments:
(i)

Non-derivative financial assets


Financial assets are recognized on the trade date at which the Company becomes a party to the contractual
provisions of the instrument.
Financial assets are generally derecognized when the contractual rights to the cash flows from the assets
expire, or when the Company transfers the rights to receive the contractual cash flows on the financial assets to
another party without retaining substantially all the risks and rewards of ownership of the financial assets.
Financial assets and liabilities are offset and the net amount presented in the consolidated balance sheet only
when the Company has a current legal right to offset the amounts and intends either to settle on a net basis or to
realize the asset and settle the liability simultaneously.
The Company classifies its non-derivative financial assets in the following categories, depending on the purpose
for which they were acquired:
Financial assets at fair value through profit or loss are classified as held for trading or assets designated
as fair value through profit or loss by management and the Company manages the asset, and makes
purchase and sale decisions, based on its fair value in accordance with the Companys documented risk
management or investment strategy. Financial assets at fair value through profit or loss are measured at
fair value, with changes recognized in the consolidated income statement. Transaction costs thereon are
expensed as incurred.
Loans and receivables are financial assets with fixed or determinable payments that are not quoted in
an active market. Such assets are recognized initially at fair value plus any incremental directly
attributable transaction costs. Subsequent to initial recognition, loans and receivables are measured at
amortized cost using the effective interest method, less any impairment losses. Short-term receivables
with no stated interest rate are measured at the original transaction amounts where the effect of
discounting is immaterial.

(ii) Non-derivative financial liabilities


The Company initially recognizes its financial liabilities on the trade date at which the Company becomes a party
to the contractual provisions of the instrument. The Company derecognizes a financial liability when its
contractual obligations are discharged, cancelled or expired.
Financial liabilities are recognized initially at fair value plus any directly attributable transaction costs.
Subsequent to initial recognition these financial liabilities are measured at amortized cost using the effective
interest method. Short-term payables with no stated interest rate are measured at the original transaction
amounts where the effect of discounting is immaterial.

16

THE CANADIAN DEPOSITORY FOR SECURITIES LIMITED


Notes to Consolidated Financial Statements
Year ended December 31, 2013 and fourteen-month period ended December 31, 2012
(In thousands of Canadian dollars, except per share amounts)

(l)

Cash and cash equivalents and restricted cash and cash equivalents:
Cash and cash equivalents consist of cash and liquid investments having an original maturity of three months or
less.
Restricted cash and cash equivalents contains tax withheld by CDS on entitlement payments made by the
Company on behalf of the Companys participants. The restricted cash and cash equivalents related to this
withheld tax is ultimately under the control of the Company; however, the amount is payable to various taxation
authorities within a relatively short period of time and so is restricted from use in normal operations.

(m)

Marketable securities:
Marketable securities consist of Canadian and US government-issued or government-backed fixed income
securities with maturities of less than one year. They are carried at their estimated fair values, with changes in fair
value being recorded within finance income in the consolidated income statement in the period in which they occur.
Estimated fair values are determined based on quoted market values or are based on observable market
information.

(n)

Trade and other receivables:


Trade receivables generally have terms of 30 days. The recoverability of the trade receivables is assessed at each
reporting date and an allowance for doubtful accounts is deducted from the assets carrying value if the asset is not
considered fully recoverable. Any change in the allowance is recognized within general and administration costs in
the consolidated income statement.

(o)

Finance income and finance costs:


Finance income comprises interest income on funds invested, dividend income and changes in the fair value of
marketable securities.
Finance costs comprise interest expense on borrowings and finance leases.

(p)

Future accounting changes:


A number of other new standards and amendments to standards and interpretations are not yet effective for the
year ending December 31, 2013, and have not been applied in preparing the financial statements. These new and
amended standards and interpretations are required to be implemented for financial years beginning on or after
January 1, 2014, unless otherwise noted:

Investment Entities (Amendments to IFRS 10, Consolidated Financial Statements, IFRS 12, Disclosure of
Interests in Other Entities and IAS 27, Separate Financial Statements) The amendments require qualifying
investment entities to account for investments in controlled entities at fair value through profit or loss (FVTPL).

17

THE CANADIAN DEPOSITORY FOR SECURITIES LIMITED


Notes to Consolidated Financial Statements
Year ended December 31, 2013 and fourteen-month period ended December 31, 2012
(In thousands of Canadian dollars, except per share amounts)

The consolidation exception is mandatorynot optional. The amendments are effective for annual periods
beginning on or after January 1, 2014.

Amendments to IAS 32, Financial Instruments: Presentation The amendments clarify that an entity currently
has a legally enforceable right to set-off if that right is: not contingent on a future event, and enforceable both
in the normal course of business and in the event of default, insolvency or bankruptcy of the entity and all
counterparties. Also, the amendments clarify when a settlement mechanism provides for a net settlement or
gross settlement that is equivalent to net settlement. The amendments are effective for annual periods
beginning on or after January 1, 2014.

Novation of derivatives and continuation of hedge accounting (Amendments to IAS 39, Financial Instruments:
Recognition and Measurement) The amendments add a limited exception to provide relief from
discontinuing a hedge relationship when a novation that was not contemplated in the original hedging
documentation meets specific criteria. The amendments are effective for annual periods beginning on or after
January 1, 2014.

IFRIC 21, Levies IFRIC 21 provides guidance on accounting for levies in accordance with the requirements
of IAS 37, Provisions, Contingent Liabilities and Contingent Assets. The interpretation defines levy as an
outflow from an entity imposed by a government in accordance with legislation and confirms that a liability for
a levy is recognized only when the triggering event specified in the legislation occurs. The interpretation is
effective for annual periods beginning on or after January 1, 2014.

IFRS 9, Financial Instruments IFRS 9 replaces the guidance in IAS 39 Financial Instruments: Recognition
and Measurement, on the classification and measurement of financial assets and financial liabilities. Financial
assets will be classified into one of two categories on initial recognition: amortized cost or fair value. For
financial liabilities measured at fair value under the fair value option, changes in fair value attributable to
changes in credit risk will be recognized in other comprehensive income, with the remainder of the change
recognized in profit or loss. The mandatory effective date has yet to be determined; however it will be
deferred beyond annual periods beginning on or after January 1, 2015.

The Company intends to adopt each of the above standards, as applicable to the Company, in the year in which
they are effective, The Company is reviewing these new standards and amendments to determine the potential
impact on the Companys financial statements once they are adopted. At this time, no significant impact is expected
on the Companys results.
3.

Operating Agreements with the Canadian Securities Administrators (CSA)


On April 8, 2013, CDS Inc. entered into a transition agreement with the Ontario Securities Commission, the Autorit
des marchs financiers, the Alberta Securities Commission, and the British Columbia Securities Commission
(collectively the Principal Regulators) which particularized the transition services to be provided by CDS in
connection with the expiry of the operating agreements. The transition agreement requires that the corporation will
not be wound-up, dissolved, or cease to exist for three years after effective dates of termination of the operating
agreements. The corporation is required to maintain a security amount of $750 (in respect of which a security
interest has been granted by the corporation and registered by the Principal Regulators) for this three year period in
satisfaction of the corporations commitments under the transition agreement.

18

THE CANADIAN DEPOSITORY FOR SECURITIES LIMITED


Notes to Consolidated Financial Statements
Year ended December 31, 2013 and fourteen-month period ended December 31, 2012
(In thousands of Canadian dollars, except per share amounts)

On October 31, 2013, the corporation entered into an omnibus amending agreement with the Principal Regulators.
The omnibus amending agreement extended the operating agreements for the three month period from November 1,
2013 to January 31, 2014. The extension is due to the delayed transition of the SEDAR, SEDI, and NRD operations
to the Principal Regulators successor service provider, which occurred on January 10, 2014.
After the expiry of the operating agreements, the corporation will cease to generate cash flows and management
does not currently intend to continue to operate the business thereafter.
During the year ended December 31, 2013, the Company has accrued $1,845 for termination and related costs
associated with the wind down of this operation. These costs have been included in the provisions line item in the
consolidated balance sheet.
4.

Finance income and finance costs


2013
For the years ended December 31,
Finance income
Interest income on funds invested

Finance costs
Interest expense on borrowings

924

(186)

Net finance income

5.

2012
(from November 1, 2011 to
December 31, 2012)

920

(137)

738

783

Cash and cash equivalents, restricted cash and cash equivalents and marketable securities
Cash and cash equivalents and marketable securities are comprised of:
Cash
Treasury bills
Cash and cash equivalents

December 31, 2013


$
5,590
58,332
$
63,922

December 31, 2012


$
5,195
34,589
$
39,784

Restricted cash and cash equivalents


Restricted cash and cash equivalents

$
$

102,942
102,942

$
$

67,924
67,924

Treasury bills
Marketable securities

$
$

11,545
11,545

$
$

12,558
12,558

19

THE CANADIAN DEPOSITORY FOR SECURITIES LIMITED


Notes to Consolidated Financial Statements
Year ended December 31, 2013 and fourteen-month period ended December 31, 2012
(In thousands of Canadian dollars, except per share amounts)

6.

Balances with Participants


CDS Participant Rules require participants to pledge collateral to CDS in the form of cash or securities in amounts
calculated in relation to their activities. Balances with participants include the cash collateral pledged and deposited
with the Company and cash dividends, interest and other cash distributions awaiting distribution (Entitlements and
other funds) on securities held under custody in the depository. The cash held is recognized as an asset and an
equivalent and offsetting liability is recognized as these amounts are ultimately owed to the participants. There is no
impact on the consolidated income statement.

Participants cash collateral


Entitlement and other funds
Balances with participants

December 31, 2013


$
318,873
11,916
$
330,789

December 31, 2012


$
354,743
16,197
$
370,940

As a result of calculations of participants exposure at December 31, the total amount of collateral required by CDS
Clearing was $3,237,823 (2012 $3,077,966). The actual collateral pledged to CDS Clearing at December 31 is
summarized below.
December 31, 2013
Cash (included within Balances with participants on the
consolidated balance sheet)
Treasury bills and fixed income securities
Total collateral pledged

$
$

318,873
3,668,739
3,987,612

December 31, 2012


$
$

354,743
3,534,820
3,889,563

Non-cash collateral is not included in the consolidated balance sheet.


7.

Trade and other receivables


Trade and other receivables are comprised of:
December 31, 2013
Trade receivables, gross
Less: Allowance for doubtful accounts
Trade receivables, net
Sales taxes receivable
Other receivables
Trade and other receivables

7,964
(146)
7,818
625
477
8,920

December 31, 2012


$

7,283
(51)
7,232
418
7,650

Trade and other receivables are regularly reviewed for objective evidence of impairment.
Trade receivables that are more than three months past due are considered to be impaired, and an allowance, which
varies depending on the age of the receivable, is recorded within general and administration costs. Other specific
trade receivables are also provided against as considered necessary.

20

THE CANADIAN DEPOSITORY FOR SECURITIES LIMITED


Notes to Consolidated Financial Statements
Year ended December 31, 2013 and fourteen-month period ended December 31, 2012
(In thousands of Canadian dollars, except per share amounts)

The aging of the trade receivables was as follows:


As at December 31, 2013
Gross
Allowance
$

Not due
Past due 1-90 days
More than 90 days past due
Trade receivables

7,533
218
213
7,964

As at December 31, 2012


Gross
Allowance

146
146

6,600
431
252
7,283

51
51

The movement in the Companys allowance for doubtful accounts is as follows:


2013
$

Balance as at beginning of the period


Allowance recognized in the year, net of allowance released
Receivables written off as uncollectible
Balance as at December 31

2012

51
100
(5)
146

43
46
(38)
51

No allowance for impairment is considered necessary for other receivables.


8.

Premises and equipment


Premises and equipment are comprised of:
Furniture

Computers
and equipment

Leasehold
improvements

Cost
Balance as at November 1, 2011
Additions
Disposals/write-offs
Balance as at December 31, 2012
Additions
Disposals/write-offs
Balance as at December 31, 2013

$ 2,357
2,357
(879)
$ 1,478

4,641
804
(8)
5,437
325
(2,152)
$ 3,610

Depreciation
Balance as at November 1, 2011
Depreciation
Disposals/write-offs
Balance as at December 31, 2012
Depreciation
Disposals/write-off
Balance as at December 31, 2013

$ 1,953
125
2,078
85
(879)
$ 1,284

2,826
1,231
(8)
4,049
804
(2,152)
$ 2,701

Carrying amounts
As at December 31, 2013
As at December 31, 2012

194
279

909
1,388

Equipment under
financing lease

Total

3,544
50
3,594
(267)
3,327

8,821
709
(389)
9,141
4,152
(6,282)
$ 7,011

$ 19,363
1,563
(397)
20,529
4,477
(9,580)
$ 15,426

2,061
605
2,666
512
(267)
2,911

5,988
2,540
(387)
8,141
1,651
(6,280)
$ 3,512

$ 12,828
4,501
(395)
16,934
3,052
(9,578)
$ 10,408

416
928

3,499
1,000

5,018
3,595

21

THE CANADIAN DEPOSITORY FOR SECURITIES LIMITED


Notes to Consolidated Financial Statements
Year ended December 31, 2013 and fourteen-month period ended December 31, 2012
(In thousands of Canadian dollars, except per share amounts)

9.

Intangible assets
A summary of the Companys intangible assets is as follows:
Internally developed
software
Cost
Balance as at November 1, 2011
Additions
Impairment charge reversal
Balance as at December 31, 2012
Additions
Disposals
Balance as at December 31, 2013
Amortization
Balance, November 1, 2011
Amortization
Impairment charge reversal
Balance, December 31, 2012
Amortization
Disposals
Balance as at December 31, 2013
Carrying amounts
As at December 31, 2013
As at December 31, 2012

Purchased software

6,079
200
6,279
178
(2,201)
$ 4,256

4,587
547
200
5,334
464
(2,118)
$ 3,680

$
$

576
945

Total

6,074
514
6,588
571
(1,885)
5,274

4,753
846
5,599
614
(1,885)
4,328

$
$

946
989

$
$

12,153
514
200
12,867
749
(4,086)
$
9,530

9,340
1,393
200
10,933
1,078
(4,003)
$
8,008

1,522
1,934

At the end of each reporting period, the Company assesses whether there is any indication that any of its intangible
assets may be impaired, and performs an impairment analysis where indicators are noted.
An impairment loss is recognized when the carrying amount of an asset exceeds its recoverable amount, which is
the higher of the assets fair value less costs of disposal and its value-in-use.
10.

Employee future benefits

(a)

Defined contribution plans:


The total expense recognized in respect of defined contribution plan expense for the year ended December 31,
2013 was $1 (2012 - $nil), which represents the employer contributions for the period.

(b)

Defined benefit plans:


The Company measures the present value of its defined benefit obligations for accounting purposes as at the
balance sheet date of each fiscal year. For the RCA plan, the funding valuation is performed annually with the most
recent actuarial funding valuation completed as of January 1, 2013.

22

THE CANADIAN DEPOSITORY FOR SECURITIES LIMITED


Notes to Consolidated Financial Statements
Year ended December 31, 2013 and fourteen-month period ended December 31, 2012
(In thousands of Canadian dollars, except per share amounts)

The accrued benefit assets and accrued benefit obligations related to defined benefit pension and non-pension
post-retirement plans are included in the consolidated balance sheet as follows:
RCA plan
As at December 31
Other non-current assets
Accrued employee benefits payable

2013
$
$

Other post-retirement
benefit plan
2013
2012

2012

4,198
4,198

$
$

3,972
3,792

(674)
(674)

(647)
(647)

Accrued employee benefits payable on the consolidated balance sheet also includes the obligation under the postemployment benefit plan of $259 (2012 $297).
RCA plan
2013
Accrued benefit obligation:
Balance, beginning of period
Current service cost
Past service cost
Loss (gain) on settlement/curtailment
Interest cost
Benefits paid
Settlements paid
Actuarial (gains) losses
Balance as at December 31
Plan assets:
Fair value, beginning of period
Interest income
Employer contributions
Benefits paid
Actuarial gains (losses)
Fair value as at December 31
Accrued benefit asset (liability) as at December 31

15,138
628
(3,708)
297
12,355

4,198

2013

2012

11,346
180
(309)
625
463
(517)
(3,191)
(440)
8,157

Other post-retirement
benefit plan

10,343
537
214
576
(974)
650
11,346

13,218
770
2,250
(974)
(126)
15,138

3,792

2012

647
20
28
(4)
(17)
674

4
(4)
-

13
(13)
-

(674)

(647)

877
29
(344)
50
(13)
48
647

The plan assets are principally units held in pooled-fund investments.

23

THE CANADIAN DEPOSITORY FOR SECURITIES LIMITED


Notes to Consolidated Financial Statements
Year ended December 31, 2013 and fourteen-month period ended December 31, 2012
(In thousands of Canadian dollars, except per share amounts)

The elements of the Companys post retirement plan costs recognized in the year are as follows. The full cost is
recognized within compensation and benefits in the consolidated income statement.
RCA plan
For the year ended December 31
Current service cost
Past service cost
(Gain) loss on settlement/curtailment
Net interest cost
Net benefit plan expense

2013
$

180
(309)
625
(165)
331

Other post-retirement
benefit plan
2013
2012

2012
$

537
214
(194)
557

20
28
48

29
(344)
50
(265)

The Company recognizes experience adjustments and the effects of changes in actuarial assumptions immediately
in other comprehensive income. The aggregate actuarial losses recognized in other comprehensive income are as
follows:
RCA plan
2013
Actuarial (gains) losses recognized
in other comprehensive income

(737)

Other post-retirement
benefit plan
2013
2012

2012
$

776

(17)

48

The significant actuarial assumptions adopted in measuring the obligation are as follows:
As at December 31

2013

2012

Discount rate

4.9%

4.35%

The assumed health care cost trend rate at December 31, 2013 was 6.75%, decreasing to 4.5% over 16 years
(2012 6.9% decreasing to 4.5% over 17 years).
Increasing or decreasing the assumed health care cost trend rates by one percentage point would have a minimal
effect on total service and interest cost and the accrued benefit obligation.
In 2014, the Company expects to contribute approximately $14 to its post-retirement defined benefit plan.

24

THE CANADIAN DEPOSITORY FOR SECURITIES LIMITED


Notes to Consolidated Financial Statements
Year ended December 31, 2013 and fourteen-month period ended December 31, 2012
(In thousands of Canadian dollars, except per share amounts)

11.

Credit and liquidity facilities


The Company has the following credit and liquidity facilities in place as at December 31:

Authorized
CDS Limited operating demand loan

CDS Inc. operating demand loan


CDS Clearing operating demand loan
CDS Clearing overdraft facility
CDS Clearing overnight loan facility

6,000

2012

Carrying value at

Carrying value at

December 31

December 31

5,000

US$5,500

n/a
$

5,000

Bank of Canada liquidity facilities

10,000

Total credit facilities


CDS Clearing secured standby liquidity facility

2013

200,000

Total liquidity facilities

Total credit and liquidity facilities

In response to the liquidity risk to which the Company is exposed through its clearing operations, the Company
arranged and amended various facilities as discussed below.
The Company maintains unsecured operating demand loans totalling $11,000 to support short-term operating
requirements. To support processing and settlement activities of participants, an unsecured overdraft facility and
demand loan of $15,000 and an overnight facility of US$5,500 are available. The borrowing rates for these facilities,
if drawn, are the Canadian prime or the US base rate, depending on the currency drawn.
The Company also maintains a US$200,000, or Canadian dollar equivalent, secured standby credit arrangement
that can be drawn in either US or Canadian currency. This arrangement is available to support processing and
settlement activities in the event of a participant default. Borrowings under the secured facility are obtained by
pledging or providing collateral pledged by participants primarily in the form of debt instruments issued or
guaranteed by federal, provincial and/or municipal governments in Canada, or US treasury instruments. Depending
upon the currency drawn, the borrowing rate for the secured standby credit arrangement is the US base rate or the
Canadian prime rate.
In addition, CDS has signed agreements that would allow the Bank of Canada to provide emergency last-resort
liquidity to CDS at the discretion of the Bank of Canada. This liquidity facility is intended to provide end of day
liquidity for payment obligations arising from CDSX, and only in the event that CDS is unable to access liquidity
from its standby liquidity facility or in the event that the liquidity under such facilities is insufficient. Use of this facility
would be on a fully collateralized basis.

25

THE CANADIAN DEPOSITORY FOR SECURITIES LIMITED


Notes to Consolidated Financial Statements
Year ended December 31, 2013 and fourteen-month period ended December 31, 2012
(In thousands of Canadian dollars, except per share amounts)

12.

Trade and other payables


Trade and other payables are comprised of:
December 31,
2013
$
432
105
4,053
7,139
1,654
13,784
$
27,167

Trade payables
Sales taxes payable
Employee related payable
Accrued expenses
Regulatory deficit surplus
Obligation under finance leases (note 15)
Other payables
Trade and other payables

December 31,
2012
526
608
9,627
3,090
481
657
14,989

The fair value of trade and other payables is approximately equal to their carrying amount given their short term
until settlement.
13.

Provisions
A summary of the Companys provisions is as follows:
Onerous
leases

Balance as at December 31, 2012

133

604

737

80
53

604

80
657

Balance as at December 31, 2012


Provisions recognized during the
period
Provisions used or reversed during the
period

133

604

737

Balance as at December 31, 2013

16

791
50

(104)

69

16

2,008

2,093

(96)

(163)

(259)

106

106
$

50

(120)

Current
Non-current

538

Total

Balance as at December 31, 2013

Severance
provision

Balance as at November 1, 2011


Additional provisions recognized during
the period
Provisions used or reversed during the
period
Current
Non-current

253

Decommissioning
liabilities

106

620

620
$

620

1,845

1,845
$

1,845

2,571
1,951
620

2,571

26

THE CANADIAN DEPOSITORY FOR SECURITIES LIMITED


Notes to Consolidated Financial Statements
Year ended December 31, 2013 and fourteen-month period ended December 31, 2012
(In thousands of Canadian dollars, except per share amounts)

14.

Deferred revenue
December 31, 2013
Current deferred revenue
Issuer services
Clearing, depository and related
Information services
Other

3
50
503
676
1,232

15.

December 31, 2012


$

4
454
1,004
1,462

Commitments and contingencies


The Company is committed under long-term leases and licenses as follows:
The rental of office space, under various long-term operating leases with remaining terms of up to 5 years,
including certain asset retirement obligations with regards to these leases;
The rental of computer hardware and software for remaining terms of one to four years under operating
leases; and
The rental of computer hardware and software for remaining terms of one to three years under finance
leases.

(a)

Operating leases
Non-cancellable operating lease rentals are payable as follows:

Less than one year


Between one and five years
More than five years

December 31,
2013
$
3,219
7,314
$
10,533

December 31,
2012
$
7,326
3,522
$
10,848

The Company has entered into sub-lease agreements with third parties for the rental of office space, and rentals
receivable from these sub-leases are as follows:
December 31,
2013
Less than one year
Between one and five years
More than five years

December 31,
2012

231
-

347
231
-

231

578

Payments of $9,039 were charged to the consolidated income statement in relation to operating leases, net of sublease income (2012 $11,107).

27

THE CANADIAN DEPOSITORY FOR SECURITIES LIMITED


Notes to Consolidated Financial Statements
Year ended December 31, 2013 and fourteen-month period ended December 31, 2012
(In thousands of Canadian dollars, except per share amounts)

The figures above do not include the Companys obligations to restore certain leased premises to their original
condition (note 13).
(b)

Finance leases
Finance lease liabilities that are payable in less than one year are included in trade and other payables and the
remaining liabilities are included in other non-current liabilities on the consolidated balance sheet. Finance lease
liabilities are payable as follows:

Less than one year


Between one and five years

Future
minimum
lease
payments

December 31, 2013


Interest
Present
value of
minimum
lease
payments

Future
minimum
lease
payments

1,789
2,033
3,822

135
92
227

$
$

1,654
1,941
3,595

693
485
1,178

December 31, 2012


Interest
Present value
of minimum
lease
payments
$
$

36
22
58

$
$

657
463
1,120

The fair value of the finance lease liabilities is approximately equal to their carrying amount.
(c)

CDS fee commitments and rebates


Under the CDS recognition orders granted by the OSC and the AMF, fees for services and products offered by CDS
Clearing will be those fees in effect on November 1, 2011 (2012 base fees). CDS Clearing cannot adjust fees
without the approval of the OSC, AMF and the British Columbia Securities Commission (BCSC). In addition, CDS
Clearing may only seek approval for fee increases on clearing and other core CDS Clearing services (which
services are outlined in the OSC and AMF recognition orders) where there has been a significant change from
circumstances existing as at August 1, 2012, the effective date of the recognition orders.
Under the CDS recognition orders granted by the OSC and the AMF, for the two month period starting November 1,
2012 and subsequent fiscal years starting January 1, 2013, CDS will share any annual revenue increases on
clearing and other core CDS Clearing services, as compared to revenues in fiscal year 2012 (the 12 month period
ending October 31, 2012), on a 50:50 basis with participants. The rebate payable for the period from November 1,
2012 to December 31, 2013 amounted to $1,013 (2012 $nil).
In addition, CDS will rebate an amount to participants in respect of exchange clearing services for trades conducted
on an exchange or Alternative Trading System (ATS) as follows:
$2,750 in the 12 month period ending October 31, 2013
$3,250 in the 12 month period ending October 31, 2014
$3,750 in the 12 month period ending October 31, 2015
$4,000 in the 12 month period ending October 31, 2016
$4,000 annually thereafter.
These rebates are accrued and credited against revenues in the year to which they relate.

28

THE CANADIAN DEPOSITORY FOR SECURITIES LIMITED


Notes to Consolidated Financial Statements
Year ended December 31, 2013 and fourteen-month period ended December 31, 2012
(In thousands of Canadian dollars, except per share amounts)

(d)

Contingent liabilities
From time to time in connection with its operations, the Company or its subsidiaries are named as a defendant in
actions for damages and costs sustained by plaintiffs, or as a respondent in court proceedings challenging the
Company or its subsidiaries regulatory actions, decisions or jurisdiction. At present, management believes that the
likelihood of payment in any such claims is remote.

16.

Other non-current liabilities


December 31,
2013
$
1,941
620

Obligation under finance leases (note 15)


Provisions (note 13)
Other non-current liabilities

17.

2,561

December 31,
2012
$
463
657
$

1,120

Share capital
The authorized capital of the Company consists of an unlimited number of common shares and an unlimited
number of preference shares. All shares outstanding are without par value.
Number of shares
2013
2012

18.

2013

Issued and outstanding:


Preferred shares:
Balance, beginning of the year
Redemption
Balance as at December 31

6,121,785
(6,121,785)
-

Common shares:
Balance, beginning of the year
Redemption
Issuance
Balance as at December 31

173,621,786
173,621,786

2,539,018
(2,539,018)
173,621,786
173,621,786

173,622
173,622

Share capital
2012

$
$

6,122
(6,122)
-

2,539
(2,539)
173,622
173,622

Share-based payments
At December 31, 2013, the Company had the following share-based payment arrangements:
Share option plan
Restricted share unit plan
Employee share purchase plan

29

THE CANADIAN DEPOSITORY FOR SECURITIES LIMITED


Notes to Consolidated Financial Statements
Year ended December 31, 2013 and fourteen-month period ended December 31, 2012
(In thousands of Canadian dollars, except per share amounts)

(a)

Share option plan


TMX Group Limited has a share option plan whereby all employees of TMX Group Limited and those of its
designated subsidiaries, which include the Company, at or above the director level are eligible to be granted share
options under the share option plan.
In the year ended December 31, 2013, the Company recognized compensation and benefits expense of $75 in
relation to its share option plan (2012 $nil).

(b)

Restricted share unit (RSU) plan


TMX Group Limited has a long-term incentive plan (LTIP) for certain employees of its subsidiaries, including those
of the Company. The LTIP provides for the granting of RSUs which vest over a maximum of three years and are
payable provided the employee is still employed by the Company at the end of the second calendar year following
the calendar year in which the RSUs were granted. The amount of the award payable at the end of this vesting
period will be determined by the total shareholder return over the period. Total shareholder return represents the
appreciation in share price of TMX Group Limited plus dividends paid on a common share of TMX Group Limited,
measured at the time the RSUs vest. The company is charged for this arrangement in the period in which the
award is earned.
During 2013, the Company recognized compensation and benefits expense of $338 in relation to its LTIP (2012$nil).

(c)

Employee share purchase plan


TMX Group Limited offers an employee share purchase plan for eligible employees of the Company. Under the
employee share purchase plan, contributions by the Company and by eligible employees will be used by the plan
administrator to make purchases of common shares of TMX Group Limited on the open market. Each eligible
employee may contribute up to 10% of the employee's salary to the employee share purchase plan. The Company
will contribute to the plan administrator the funds required to purchase one common share of TMX Group Limited for
each two common shares purchased on behalf of the eligible employee, up to a maximum annual contribution.
The Company accounts for its contributions as compensation and benefits expense when the amounts are
contributed to the plan. Compensation and benefits expense related to this plan was $59 for the year ended
December 31, 2013 (2012 - $nil).

30

THE CANADIAN DEPOSITORY FOR SECURITIES LIMITED


Notes to Consolidated Financial Statements
Year ended December 31, 2013 and fourteen-month period ended December 31, 2012
(In thousands of Canadian dollars, except per share amounts)

19.

Income taxes

(a)

Income tax expense recognized in the consolidated income statement:


2013

Current income tax expense:


Income tax for the current period
Adjustments in respect of prior years

Deferred income tax expense:


Origination and reversal of temporary differences
Adjustments in respect of prior years
Write-down of recognized deferred income tax assets
Impact of changes in substantively enacted income tax rates
Total income tax expense

2012
(from November 1, 2011
to December 31, 2012)

2,387
36
2,423

1,664
(32)
30
4,085

823
(24)
799
942
8
(70)
1,679

Income tax expense attributable to income differs from the amounts computed by applying the combined federal and
provincial income tax rate of 26.5% (2012 26.75%), to income before income taxes as a result of the following:
2013

Income before income taxes


Computed expected income tax expense
Rate differential due to various jurisdictions
Non-deductible expenses
Impact of changes in substantively enacted income tax rates
Adjustments in respect of prior years
Write-down of recognized deferred income tax assets
Other
Income tax expense

15,063

2012
(from November 1, 2011
to December 31, 2012)
$
6,450

3,992
3
56
4
30
4,085

1,725
(5)
44
(70)
(16)
1
1,679

As a result of the transition agreement with the Principal Regulators (note 3), the Company wrote down previously
recognized deferred income tax assets of $30 in CDS Inc.
(b)

Income tax recognized in other comprehensive income (loss):


Before tax
Related to actuarial gains/losses of
employee defined benefit plans
Total

$
$

754
754

Tax
expense
$
$

(200)
(200)

2013
Net of tax

$
$

554
554

Before tax

$
$

(483)
(483)

2012
Net of tax

Tax
benefit
$
$

128
128

$
$

(355)
(355)

31

THE CANADIAN DEPOSITORY FOR SECURITIES LIMITED


Notes to Consolidated Financial Statements
Year ended December 31, 2013 and fourteen-month period ended December 31, 2012
(In thousands of Canadian dollars, except per share amounts)

(c)

Deferred income tax assets and liabilities:


Deferred income tax assets and liabilities are attributable to the following:
Assets
2012

2013
Premises and equipment
Intangible assets
Non-capital loss carryforwards
Employee benefits
Other
Tax assets (liabilities)
Set off of tax
Net tax assets (liabilities)

524
495
682
1,701
(999)
702

779
1,182
1,264
3,225
(755)
2,470

Liabilities
2012

2013
$

(228)
(865)
(1,093)
999
(94)

(755)
(755)
755
-

Net
2012

2013
$

524
(228)
495
(865)
682
608
608

779
1,182
(755)
1,264
2,470
2,470

Movements in the deferred income tax balances in the year are as follows:

Balance as at November 1, 2011


Recognized in net income
Recognized in other
comprehensive loss
Balance as at December 31, 2012
Recognized in net income
Recognized in net other
comprehensive income
Balance as at December 31, 2013

Premises
and
equipment
$
439
340

779
(255)
524

Intangible
assets
$

1,992
(810)
1,182
(1,410)
(228)

Non-capital
loss
carryforwards
$
-

495
495

Employee
benefits
$

Other

(167)
(716)

958
306

128
(755)
90

$ 1,264
(582)

(200)
(865)

682

Total

3,222
(880)
128
2,470
(1,662)
(200)
608

32

THE CANADIAN DEPOSITORY FOR SECURITIES LIMITED


Notes to Consolidated Financial Statements
Year ended December 31, 2013 and fourteen-month period ended December 31, 2012
(In thousands of Canadian dollars, except per share amounts)

20.
(a)

Financial instruments
Financial instruments carrying values and fair values:
December 31, 2013
Carrying
Fair
amount
value

December 31, 2012


Carrying
Fair
amount
value

Assets at fair value through profit or loss


- Designated
Marketable securities

$
$

Loans and receivables


Cash and cash equivalents
Restricted cash and cash equivalents
Trade and other receivables
Balances with participants

11,545
11,545

$
Other financial liabilities
Trade and other payables

63,922
102,942
8,920
330,789
506,573

(21,524)

$
$

11,545
11,545

$
$

12,558
12,558

$
$

12,558
12,558

63,922
102,942
8,920
330,789
506,573

39,784
67,924
7,650
370,940
486,298

39,784
67,924
7,650
370,940
486,298

(21,524)

(13,076)

(13,076)

(102,942)

(102,942)

(67,924)

(67,924)

(3,595)

(3,595)

(1,120)

(1,120)

Balances with participants

(330,789)

(330,789)

(370,940)

(370,940)

Due to related parties

(745)
(459,595)

(745)
(459,595)

$ (453,060)

$ (453,060)

Tax exempt dividends payable


Obligations under finance leases (note 15)

The carrying values for the Companys financial instruments approximate their fair values at each reporting date.
Fair value amounts disclosed represent current estimates that may change in the future due to market conditions or
other factors. Fair value represents the Companys estimate of the amounts for which the Company could
exchange the financial instruments with willing third parties who were interested in acquiring the instruments.
Where calculations are performed, these calculations represent managements best estimates based on a range of
methodologies and assumptions; since they involve uncertainties, the fair values may not be realized in an actual
sale or settlement of the instruments.

33

THE CANADIAN DEPOSITORY FOR SECURITIES LIMITED


Notes to Consolidated Financial Statements
Year ended December 31, 2013 and fourteen-month period ended December 31, 2012
(In thousands of Canadian dollars, except per share amounts)

(b)

Fair value measurement:


As at December 31, 2013
Fair value measurements using:

Asset
Marketable securities

Level 1
$

11,545

Level 2
$

Level 3
$

Assets at fair value


$

11,545

As at December 31, 2012


Fair value measurements using:

Asset
Marketable securities

Level 1
$

12,558

Level 2
$

Level 3
$

Assets at fair value


$

12,558

There were no transfers during the periods between any of the levels.
(i)

Marketable securities
The investment portfolio includes pooled fund investments managed by an external investment fund manager as
well as treasury bills and certain term deposits. There is no contracted maturity date for the pooled fund
investments and the contracted term for the treasury bills and term deposits is less than six months.
The Company has designated its marketable securities as fair value through profit and loss. Fair values have
been determined by reference to quoted market prices or are based on observable market information.

21.

Financial risk management


The Company is exposed to a number of financial risks as a result of its operations, which are discussed below. It
seeks to monitor and minimize adverse effects from these risks through its risk management policies and
processes.

(a)

Credit risk:
Credit risk is the risk of financial loss to the Company associated with a counterpartys failure to fulfill its financial
obligations, and arises principally from the Companys cash and cash equivalents, restricted cash and restricted
cash equivalents, investments in marketable securities, trade receivables and clearing operations.
(i) Cash and cash equivalents and restricted cash and cash equivalents
The Company manages its exposure to credit risk on its cash and cash equivalents and restricted cash and
cash equivalents by holding the majority of its cash and cash equivalents and restricted cash and cash
equivalents with a major Canadian chartered bank.

34

THE CANADIAN DEPOSITORY FOR SECURITIES LIMITED


Notes to Consolidated Financial Statements
Year ended December 31, 2013 and fourteen-month period ended December 31, 2012
(In thousands of Canadian dollars, except per share amounts)

(ii) Investments in marketable securities and restricted cash equivalents


The Company manages its exposure to credit risk arising from investments in marketable securities and
restricted cash equivalents by holding investment funds that actively manage credit risk or by holding high-grade
individual fixed income securities with credit ratings of AA-/R1-Middle or better. In addition, when holding
individual fixed income securities, the Company will limit its exposure to any non-government security. The
investment policy of the Company will only allow excess cash to be invested in money market securities or fixed
income securities.
(iii) Trade receivables
The Companys exposure to credit risk resulting from uncollectable accounts is influenced by the individual
characteristics of its customers, many of whom are banks and financial institutions. The Company invoices its
customers on a regular basis and maintains a collections team to monitor customer accounts and minimize the
amount of overdue receivables. There is no concentration of credit risk arising from trade receivables from a
single customer. In addition, customers that fail to maintain their account in good standing risk loss of listing,
trading and data privileges.
(iv) Clearing, depository and related operations
CDS is exposed to the risk of loss due to the failure of a participant in CDS Clearings clearing and settlement
services to honour its financial obligations. To a lesser extent, CDS is exposed to credit risk through the
performance of services in advance of payment.
Through the clearing and settlement services operated by CDS Clearing, credit risk exposures are created.
During the course of each business day, transaction settlements can result in a net payment obligation of a
participant to CDS Clearing or the obligation of CDS Clearing to pay a participant. The potential failure of the
participant to meet its payment obligation to CDS Clearing results in payment risk, a specific form of credit risk.
Payment risk is a form of credit risk in securities settlement whereby a seller will deliver securities and not
receive payment, or that a buyer will make payment and not receive the purchased securities. Payment risk is
mitigated by delivery payment finality in CDSX, CDSs multilateral clearing and settlement system, as set out in
the CDS Participant Rules.
In the settlement services offered by CDS Clearing, payment risk is transferred entirely from CDS Clearing to
participants who accept this risk pursuant to the contractual rules for the settlement services. This transfer of
payment risk occurs primarily by means of participants acting as extenders of credit to other participants through
lines of credit managed within the settlement system or, alternatively, by means of risk-sharing arrangements
whereby groups of participants cross-guarantee the payment obligations of other members of the group. Should
a participant be unable to meet its payment obligations to CDS Clearing, these surviving participants are
required to make the payment. Payment risk is mitigated on behalf of participants through the enforcement of
limits on the magnitude of payment obligations of each participant and the requirement of each participant to
collateralize their payment obligation. Both of these mitigants are enforced in real time in the settlement system.

35

THE CANADIAN DEPOSITORY FOR SECURITIES LIMITED


Notes to Consolidated Financial Statements
Year ended December 31, 2013 and fourteen-month period ended December 31, 2012
(In thousands of Canadian dollars, except per share amounts)

Through New York Link (NYL) and DTC Direct Link (DDL), credit risk exposures at CDS are created. During
the course of each business day, settlement transactions by the National Securities Clearing Corporation
(NSCC)/Depository Trust Company (DTC) can result in a net payment obligation from NSCC/DTC to CDS
Clearing or the obligation of CDS Clearing to make a payment to NSCC/DTC. As a corollary result, CDS has a
legal right to receive the funds from sponsored participants in a debit position or has an obligation to pay the
funds to sponsored participants in a credit position.
The potential failure of the participant to meet its payment obligation to CDS Clearing in the NYL or DDL
services results in a payment risk. To mitigate the risk of default, CDS Clearing has in place default risk
mitigation mechanisms to minimize losses to the surviving participants as set out in the CDS Participant Rules.
The process includes participants posting collateral with CDS Clearing and NSCC/DTC.
The risk exposure of CDS Clearing in these central counterparty services is mitigated through a daily mark-tomarket of each participants obligations as well as risk-based collateral requirements calculated daily. These
mitigants are intended to cover the vast majority of market changes and are tested against actual price changes
on a regular basis. This testing is supplemented with analysis of the effects of extreme market conditions on a
collateral valuation and market risk measurements. Should the collateral of a defaulter in a central counterparty
service be insufficient, either because the value of the collateral has declined or the loss to be covered by the
collateral exceeded the collateral requirement, the surviving participants in the service are required to cover any
residual losses. Cash collateral is held by CDS Clearing at the Bank of Canada and NSCC/DTC and non-cash
collateral pledged by participants under Participant Rules is held by CDS (note 6).
CDS may receive payment from securities issuers for entitlements, for example, maturity or interest payments,
prior to the date of payment to the participants holding those securities. In rare circumstances, due to the timing
of receipt of these payments or due to market conditions, these funds may be held with a major Canadian
chartered bank. As a result, CDS could be exposed to the credit risk associated with the potential failure of the
bank.
(b)

Market risk:
Market risk is the risk that changes in market price, such as foreign exchange rates, interest rates, and equity prices
will affect the Companys income or the value of its holdings of financial instruments.
(i)

Foreign currency risk


The Company is exposed to foreign currency risk on cash and cash equivalents, trade receivables and trade
payables denominated in foreign currencies, principally US dollars. It is also exposed to foreign currency risk on
revenue and expenses where it invoices or procures in a foreign currency, again principally in US dollars. At
December 31, 2013, cash and cash equivalents and trade receivables, net of current liabilities, include
US$1,721 (December 31, 2012 - US$579), which are exposed to changes in the US-Canadian dollar exchange
rate.

36

THE CANADIAN DEPOSITORY FOR SECURITIES LIMITED


Notes to Consolidated Financial Statements
Year ended December 31, 2013 and fourteen-month period ended December 31, 2012
(In thousands of Canadian dollars, except per share amounts)

The Company does not currently employ hedging strategies and therefore significant moves in exchange rates,
specifically a strengthening of the Canadian dollar against the U.S. dollar can have an adverse affect on the
value of our revenue or assets in Canadian dollars.
(ii) Interest rate risk
The Company is exposed to interest rate risk on its marketable securities.
(iii) Other market price risk
The Company is exposed to other market price risk, if a participant, as the case may be, fails to take or deliver
on the contracted settlement date where the contracted price is less favourable than the current market price.
The Companys measure of total potential exposure, as described previously, includes measures of market risk
which are factored into the collateral required from each participant.
(c)

Liquidity risk:
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The
liquidity risk to the Company arises principally from its clearing operations. The company manages liquidity risk
through the management of its cash and cash equivalents and marketable securities, all of which are held in shortterm instruments, credit and liquidity facilities (note 11).
The contractual maturities of the Companys financial liabilities are as follows:
At December 31, 2013
Less than 1 year
Tax exempt dividends payable

Trade and other payables


Severance provision
Due to related parties
Obligations under finance lease
Balance with participants

102,942

Between 1 and 5 years


$

Greater than 5 years

25,513

1,845

745

1,654

1,941

330,789

Less than 1 year

Between 1 and 5 years

At December 31, 2012


Tax exempt dividends payable
Trade and other payables
Obligations under finance lease
Balance with participants

67,924

Greater than 5 years


$

14,322

657

463

370,940

* The above financial liabilities are fully covered by assets that are restricted from use in the ordinary course of business.

37

THE CANADIAN DEPOSITORY FOR SECURITIES LIMITED


Notes to Consolidated Financial Statements
Year ended December 31, 2013 and fourteen-month period ended December 31, 2012
(In thousands of Canadian dollars, except per share amounts)

(i)

Balances with participants


The margin deposits of the Company are held in liquid instruments. Cash collateral from the Companys
participants, which is recognized on the consolidated balance sheet, is held by the Bank of Canada and
NSCC/DTC. Non-cash collateral, which is not recognized on the consolidated balance sheet, pledged by
participants under Participant Rules is held by the Company in liquid government and fixed income securities.

(ii) Credit and liquidity facilities


In response to the liquidity risk that the Company is exposed to through its clearing operations, it has arranged
various credit and liquidity facilities (note 11).
(iii) Cash and cash equivalents and restricted cash and cash equivalents
Cash and cash equivalents and restricted cash and cash equivalents consist of cash and highly liquid
investments.
22.

Capital maintenance
The Companys primary objectives in managing capital which it defines as including its cash, marketable securities,
share capital, and various credit facilities include:

Maintaining sufficient financial resources to ensure market confidence and to meet regulatory requirements.

Maintaining sufficient capital and appropriate forms of liquidity to satisfy the commitments, obligations and
liabilities of the Company.

Maintaining sufficient financial resources to support operations and maintain business growth.

The Company, as required by the OSC and the AMF must maintain certain financial ratios as defined in the OSC
recognition order, as follows:
i) a debt to cash flow ratio of less than or equal to 4.0;
ii) a financial leverage ratio of less than or equal to 4.0; and
iii) In addition, the OSC requires CDS and CDS Clearing to maintain working capital to cover 6 months of
operating expenses (excluding, in the case of CDS, the amount of shared services fees charged to CDS
Clearing).
As at December 31, 2013, the Company complied with each of these externally imposed capital requirements.

38

THE CANADIAN DEPOSITORY FOR SECURITIES LIMITED


Notes to Consolidated Financial Statements
Year ended December 31, 2013 and fourteen-month period ended December 31, 2012
(In thousands of Canadian dollars, except per share amounts)

23.

Related party relationships and transactions

(a)

Parent:
The ultimate controlling party of the Company is TMX Group Limited.

(b)

Key management personnel compensation


Compensation for key management personnel, including the Companys Board of Directors, was as follows:
$

Salaries and other short-term employee benefits


Post-employment benefits
Share-based payments
$

2013
796
127
937
1,860

2012
5,457
632
380
6,469

All employees or officers of the Company at or above the director level are eligible to be granted TMX Group
Limited share options under the TMX Group Limited share option plan (note 18).
(c)

Related party transactions and balances


Any transactions entered into between the Company and related parties are on terms and conditions that are at
least as favourable to the Company as market terms and conditions, and are recorded at the agreed upon
exchange amount.
During 2013, $3,387 of administrative services were charged from commonly controlled enterprises (2012 $nil).
Also during 2013, $79 of corporate costs were charged from TMX Group Limited, to the Company, net of
administrative services charged by the Company to its ultimate controlling party (2012 $nil).

39

THE CANADIAN DEPOSITORY FOR SECURITIES LIMITED


Notes to Consolidated Financial Statements
Year ended December 31, 2013 and fourteen-month period ended December 31, 2012
(In thousands of Canadian dollars, except per share amounts)

Other services provided to or purchased from related parties are outlined below:
December 31,
2013

Revenue/(Expense)

TSX Inc.

- information services

December 31,
2012

110

- trading, clearing, depository, and related


- technology services and other
- general and admin facilities services
- general and admin commissions

46

30

14

(785)

(327)

(34)

(26)

(776)

(323)

(4)

(1)

- information and trading systems computer


services
- information and trading systems computer
services
Canadian Derivatives Clearing
Company

- trading, clearing, depository, and related

142

28

Alpha Exchange Inc.

- information services

30

12

- trading, clearing, depository, and related

10

- issuer services

75

TMX Equity Transfer Services


Inc.

Balances due to related parties are outlined below:.


December 31,
2013

December 31,
2012

Due to related parties


$

TSX Inc.

740

TMX Group Limited


$

24.

745

Dividends
Dividends recognized and paid in the period are as follows:
2013
Dividend per share
Dividend paid in August
Total dividends paid

0.03

Total paid
$

5,000

5,000

2012
Dividend per share
$

Total paid
$

40

In 2013, CDS processed an average of 81,352 non-exchange/over-the-counter (OTC) trades per day, a 20% increase from
levels achieved for the same 12-month period in 2012. However, the average daily volume of exchange trades decreased
by 4% to 1.32 million in 2013, reflecting an overall decline in Canadian equities trading volumes during the year.

The Canadian Depository for Securities Limited


Board of Directors
W. David Wood

Chairman
Independent

Stphane Achard

Senior Vice-President and General


Manager, Business and Institutional
Services
Desjardins Group

Lloyd A. Costley

Chief Operating Officer


Raymond James Ltd.

Jean R. Desgagn

President and Chief Executive Officer


The Canadian Depository for
Securities Limited

Michael Foulkes

Independent

Charles Freedman

Independent

Thomas A. Kloet

Chief Executive Officer


TMX Group Limited

Bruce Macdonald

Head, RBC Capital Markets,


Commodities and Electronic Trading
RBC Capital Markets

John K. Mitchell

Independent

Wayne S. M. Ralph

Executive Vice President


CIBC Global Operations and
INTRIA

Nicholas Thadaney

Chief Executive Officer


ITG Canada Corp.

1.

The Canadian Depository for Securities Limited


Officers
W. David Wood

Chairman

Jean R. Desgagn

President and Chief Executive Officer

Joseph Cavasin

Vice President, Application Services


Delivery

Cheryl Graden

Interim Chief Legal Officer

John McKenzie

Chief Operating Officer and


Chief Financial Officer

Gary Playford

Vice-President, Operations and Technology


Services Delivery

David W. Stanton

Chief Risk Officer

James Waddell

Chief Internal Auditor

Curtis Wennberg

Chief Business Development Officer

Sandra Kendall

Corporate Secretary

Rosanna Au

Managing Director, IT Audit

Fran Daly

Managing Director, Business Development