TD Bank Financial Group Reports First Quarter 2009 Results



    
    FIRST QUARTER FINANCIAL HIGHLIGHTS, compared with the first quarter a
    year ago:

    -   Reported diluted earnings per share(1) were $0.82, compared with
        $1.33.
    -   Adjusted diluted earnings per share(2) were $1.34, compared with
        $1.45.
    -   Reported net income(1) was $712 million, compared with $970 million.
    -   Adjusted net income(2) was $1,149 million, compared with
        $1,060 million.

    FIRST QUARTER ADJUSTMENTS (ITEMS OF NOTE)

    The first quarter reported diluted earnings per share figures include the
    following items of note:

    -   Amortization of intangibles of $127 million after tax (14 cents per
        share), compared with $75 million after tax (9 cents per share) in
        the first quarter last year.
    -   A loss of $200 million after tax (24 cents per share) due to the loss
        in excess of the accrued amount of the economic hedges related to the
        reclassified available-for-sale debt securities portfolio.
    -   Restructuring and integration charges of $67 million after tax
        (8 cents per share), relating to the acquisition of Commerce.
    -   A gain of $12 million after tax (1 cent per share) due to the change
        in fair value of credit default swaps hedging the corporate loan
        book, net of provision for credit losses, compared with a gain of
        $25 million after tax (3 cents per share) in the same quarter last
        year.
    -   An increase of $55 million after tax (7 cents per share) in general
        allowance for Canadian Personal and Commercial Banking (excluding
        VFC) and Wholesale Banking.

    All dollar amounts are expressed in Canadian currency unless otherwise
    noted.

    (1) Reported results are prepared in accordance with Canadian generally
        accepted accounting principles (GAAP).
    (2) Reported and adjusted results referenced in this press release and
        Report to Shareholders are explained under the "How the Bank Reports"
        section.
    

    TORONTO, Feb. 25 /CNW/ - TD Bank Financial Group (TDBFG) today announced
its financial results for the first quarter ended January 31, 2009. Overall
results for the quarter demonstrated solid earnings contributions from TDBFG's
personal and commercial banking operations in Canada and the United States and
Wholesale Banking, while Wealth Management was affected by the continuing
challenges in financial markets.
    "Our solid first quarter results demonstrate that our strategy has
positioned us well to weather the stresses of a weakening economy," said Ed
Clark, President and Chief Executive Officer, TDBFG. "In fact, the strength of
our banking model is what's behind our ability to continually make investments
in the future growth of our businesses."

    
    FIRST QUARTER BUSINESS SEGMENT PERFORMANCE

    Canadian Personal and Commercial Banking
    

    TD Canada Trust posted earnings of $584 million in the first quarter,
down 2% from the same period last year. Record volume growth in the quarter
was offset by compressed margins and higher loan losses, reflecting the
deteriorating economic outlook. During the quarter, TDBFG's home and auto,
life and health insurance businesses were consolidated under the single brand,
TD Insurance.
    "TD Canada Trust remains committed to lending, with both personal and
commercial lending growing at double-digit rates compared to the same period
last year. As other lenders have withdrawn from the Canadian market, and
non-bank sources of credit become harder to find, TD Canada Trust is doing its
part to fill the lending gap. This gap will further shrink as demand for
credit naturally slows with the economy," said Clark.
    "While this operating environment will likely get worse before it gets
better, the underlying strength of TD Canada Trust is allowing us to continue
investing in future growth, including our plans to add new branches and to
increase the number of customer-facing roles."

    Wealth Management

    Wealth Management, including TDBFG's equity share in TD Ameritrade,
earned $152 million in the quarter, down 30% from the first quarter of last
year. As previously announced, TD Ameritrade contributed $77 million in
earnings to the segment, with record average trades per day for their quarter
ended December 31, 2008. In Canada, increases in transactional revenue in
online brokerage operations were offset by lower fee income and declines in
assets levels in mutual funds and the advice-based businesses.
    "Our Wealth Management businesses continue to prudently manage through
strong market headwinds," said Clark. "As we continue on this course, we
remain committed to strategically growing our diversified wealth offering. We
plan to add 80 new client-facing advisors in Canada this year and recently
announced an arrangement to increase our direct ownership stake in TD
Ameritrade by 5%. TD Ameritrade's significant long-term potential continues to
be a key part of our U.S. growth strategy."

    U.S. Personal and Commercial Banking

    U.S. Personal and Commercial Banking generated $240 million in reported
net income and $307 million in adjusted net income for the quarter, compared
to $127 million in adjusted and reported net income for the same period last
year. Much of this increase was attributable to the inclusion of Commerce
earnings, which have been added to this segment since the third quarter of
2008. The quarter saw solid growth in loans and deposits moderated by
increased loan losses, as credit conditions worsened, and continuing downward
pressure on margins.
    "Our U.S. Personal and Commercial bank delivered another solid quarter
for us and the integration of Commerce remains on track," said Clark. "We
remain very cautious in our outlook for the U.S. economy and are positioning
the business accordingly. Nevertheless, with 14 new branches added this
quarter, TD Bank, America's Most Convenient Bank, remains focused on executing
its organic growth strategy and taking advantage of its position of strength
to gain market share."

    Wholesale Banking

    Wholesale Banking reported net income for the quarter of $265 million, a
63% increase compared to the same period last year. Wholesale Banking's
performance was driven by strong interest rate and foreign exchange trading,
as well as solid contributions from equity trading and investment banking. The
recovery of committed financing was partially offset by securities losses in
the quarter.
    "Overall, this was a good quarter for TD Securities," said Clark. "The
transitioning of our credit trading business remains a work in progress, but
we're pleased with the steps we've made in winding it down. And while we don't
see this quarter's run rate level continuing for the rest of the year given
the poor market visibility, we remain focused on solidifying our position as a
top-three dealer in Canada."

    Conclusion

    "Our solid first quarter demonstrates the tremendous resiliency of TD's
banking model. While we expect a worsening economic environment, we're
confident we've built businesses that will emerge from the downturn with
momentum," said Clark. "To support our continued focus on future growth, we
strengthened our capital position this quarter, raising $3.3 billion in Tier 1
capital. We're very comfortable with our current capital levels, which allow
us to manage uncertainty and provide our investors with an added layer of
comfort," Clark added.
    "Our strength puts us in a position where we can continue to support our
customers through these challenging times. We're not going to hunker down and
ignore their problems. We're going to reach out to them and let them know
we're here to help."

    CAUTION REGARDING FORWARD-LOOKING STATEMENTS

    From time to time, the Bank makes written and oral forward-looking
statements, including in this document, in other filings with Canadian
regulators or the U.S. Securities and Exchange Commission (SEC), and in other
communications. In addition, the Bank's senior management may make
forward-looking statements orally to analysts, investors, representatives of
the media and others. All such statements are made pursuant to the "safe
harbour" provisions of the U.S. Private Securities Litigation Reform Act of
1995 and applicable Canadian securities legislation. Forward-looking
statements include, among others, statements regarding the Bank's objectives
and targets for 2009 and beyond, and strategies to achieve them, the outlook
for the Bank's business lines, and the Bank's anticipated financial
performance. The forward-looking information contained in this document is
presented for the purpose of assisting our shareholders and analysts in
understanding our financial position as at and for the periods ended on the
dates presented and our strategic priorities and objectives, and may not be
appropriate for other purposes. The economic assumptions for 2009 for the Bank
are set out in the Bank's 2008 Annual Report under the heading "Economic
Summary and Outlook" and for each of our business segments, under the heading
"Business Outlook and Focus for 2009." Forward-looking statements are
typically identified by words such as "will", "should", "believe", "expect",
"anticipate", "intend", "estimate", "plan", "may" and "could". By their very
nature, these statements require us to make assumptions and are subject to
inherent risks and uncertainties, general and specific. Especially in light of
the current, unprecedented financial and economic environment, such risks and
uncertainties may cause actual results to differ materially from the
expectations expressed in the forward-looking statements. Some of the factors
- many of which are beyond our control and the effects of which can be
difficult to predict - that could cause such differences include: credit,
market (including equity and commodity), liquidity, interest rate,
operational, reputational, insurance, strategic, foreign exchange, regulatory,
legal and other risks discussed in the Bank's 2008 Annual Report and in other
regulatory filings made in Canada and with the SEC; general business and
economic conditions in Canada, the U.S. and other countries in which the Bank
conducts business, as well as the effect of changes in existing and the
introduction of new monetary and economic policies in those jurisdictions and
changes in the foreign exchange rates for the currencies of those
jurisdictions; the degree of competition in the markets in which the Bank
operates, both from established competitors and new entrants; defaults by
other financial institutions in Canada, the U.S. and other countries; the
accuracy and completeness of information the Bank receives on customers and
counterparties; the development and introduction of new products and services
in markets; developing new distribution channels and realizing increased
revenue from these channels; the Bank's ability to execute its strategies,
including its integration, growth and acquisition strategies and those of its
subsidiaries, particularly in the U.S.; changes in accounting policies
(including future accounting changes) and methods the Bank uses to report its
financial condition, including uncertainties associated with critical
accounting assumptions and estimates; changes to our credit ratings; global
capital market activity; increased funding costs for credit due to market
illiquidity and increased competition for funding; the Bank's ability to
attract and retain key executives; reliance on third parties to provide
components of the Bank's business infrastructure; the failure of third parties
to comply with their obligations to the Bank or its affiliates as such
obligations relate to the handling of personal information; technological
changes; the use of new technologies in unprecedented ways to defraud the Bank
or its customers and the organized efforts of increasingly sophisticated
parties who direct their attempts to defraud the Bank or its customers through
many channels; legislative and regulatory developments; change in tax laws;
unexpected judicial or regulatory proceedings; continued negative impact of
the U.S. securities litigation environment; unexpected changes in consumer
spending and saving habits; the adequacy of the Bank's risk management
framework, including the risk that the Bank's risk management models do not
take into account all relevant factors; the possible impact on the Bank's
businesses of international conflicts and terrorism; acts of God, such as
earthquakes; the effects of disease or illness on local, national or
international economies; and the effects of disruptions to public
infrastructure, such as transportation, communication, power or water supply.
A substantial amount of the Bank's business involves making loans or otherwise
committing resources to specific companies, industries or countries.
Unforeseen events affecting such borrowers, industries or countries could have
a material adverse effect on the Bank's financial results, businesses,
financial condition or liquidity. The preceding list is not exhaustive of all
possible risk factors and other factors could also adversely affect the Bank's
results. For more information, see the discussion starting on page 64 of the
Bank's 2008 Annual Report. All such factors should be considered carefully
when making decisions with respect to the Bank, and undue reliance should not
be placed on the Bank's forward-looking statements. Any forward-looking
information or statements contained in this document represent the views of
management only as of the date hereof. The Bank does not undertake to update
any forward-looking statements, whether written or oral, that may be made from
time to time by or on its behalf, except as required under applicable
securities legislation.

    This document was reviewed by the Bank's Audit Committee and was approved
by the Bank's Board of Directors, on the Audit Committee's recommendation,
prior to its release.

    
    MANAGEMENT'S DISCUSSION AND ANALYSIS OF OPERATING PERFORMANCE
    -------------------------------------------------------------------------
    

    This Management's Discussion and Analysis (MD&A) is presented to enable
readers to assess material changes in the financial condition and operational
results of TD Bank Financial Group (the Bank) for the three months ended
January 31, 2009, compared with the three months ended October 31, 2008 and
January 31, 2008. This MD&A should be read in conjunction with the Bank's
unaudited Interim Consolidated Financial Statements and related Notes included
in this Report to Shareholders and with our 2008 Annual Report. This MD&A is
dated February 24, 2009. Unless otherwise indicated, all amounts are expressed
in Canadian dollars and have been primarily derived from the Bank's Annual or
Interim Consolidated Financial Statements prepared in accordance with Canadian
generally accepted accounting principles (GAAP). Certain comparative amounts
have been reclassified to conform to the presentation adopted in the current
period. Additional information relating to the Bank is available on the Bank's
website http://www.td.com, as well as on SEDAR at http://www.sedar.com and on
the U.S. Securities and Exchange Commission's (SEC's) website at
http://www.sec.gov (EDGAR filers section).


    
    FINANCIAL HIGHLIGHTS
    -------------------------------------------------------------------------
                                                  For the three months ended
                                            ---------------------------------
    (millions of Canadian dollars,           Jan. 31     Oct. 31     Jan. 31
     except as noted)                           2009        2008        2008
    -------------------------------------------------------------------------
    Results of operations
    Total revenue                             $4,150      $3,640      $3,604
    Provision for credit losses                  537         288         255
    Non-interest expenses                      3,020       2,367       2,228
    Net income - reported(1)                     712       1,014         970
    Net income - adjusted(1)                   1,149         665       1,060
    Economic profit(2)                           164        (150)        462
    Return on common equity - reported          8.1%       13.3%       18.0%
    Return on invested capital(2)              11.7%        7.5%       16.6%
    -------------------------------------------------------------------------
    Financial position
    Total assets                            $585,365    $563,214    $435,153
    Total risk-weighted assets               211,715     211,750     145,900
    Total shareholders' equity                38,050      31,674      22,940
    -------------------------------------------------------------------------
    Financial ratios - reported
    Efficiency ratio                           72.8%       65.0%       61.8%
    Tier 1 capital to risk-weighted assets     10.1%        9.8%       10.9%
    Provision for credit losses as a %
     of net average loans                      0.90%       0.49%       0.54%
    -------------------------------------------------------------------------
    Common share information -
     reported (Canadian dollars)
    Per share
      Basic earnings                           $0.82       $1.23       $1.34
      Diluted earnings                          0.82        1.22        1.33
      Dividends                                 0.61        0.61        0.57
      Book value                               41.57       36.78       30.69
    Closing share price                        39.80       56.92       68.01
    Shares outstanding (millions)
      Average basic                            832.6       808.0       718.3
      Average diluted                          834.2       812.8       724.6
      End of period                            848.7       810.1       719.0
    Market capitalization (billions
     of Canadian dollars)                      $33.8       $46.1       $48.9
    Dividend yield                              5.0%        4.1%        3.2%
    Dividend payout ratio                      75.5%       49.7%       42.6%
    Price to earnings multiple                   9.1        11.7        12.3
    -------------------------------------------------------------------------
    Common share information - adjusted
     (Canadian dollars)
    Per share
      Basic earnings                           $1.35       $0.79       $1.46
      Diluted earnings                          1.34        0.79        1.45
    Dividend payout ratio                      46.1%       76.8%       39.0%
    Price to earnings multiple                   8.3        11.6        11.7
    -------------------------------------------------------------------------
    (1) Adjusted and reported results are explained under the "How the Bank
        Reports" section, which includes reconciliation between reported and
        adjusted results.
    (2) Economic profit and return on invested capital are non-GAAP financial
        measures and are explained under the "Economic Profit and Return on
        Invested Capital" section.


    HOW WE PERFORMED

    Corporate Overview
    

    The Toronto-Dominion Bank and its subsidiaries are collectively known as
TD Bank Financial Group (TDBFG or the Bank). The Bank is the sixth largest
bank in North America by branches and serves approximately 17 million
customers in four key businesses operating in a number of locations in key
financial centres around the globe: Canadian Personal and Commercial Banking,
including TD Canada Trust and TD Insurance; Wealth Management, including TD
Waterhouse and an investment in TD Ameritrade; U.S. Personal and Commercial
Banking through TD Banknorth and TD Bank, America's Most Convenient Bank; and
Wholesale Banking, including TD Securities. The Bank also ranks among the
world's leading online financial services firms, with more than 5.5 million
online customers. The Bank had $585 billion in assets on January 31, 2009. The
Toronto-Dominion Bank trades under the symbol "TD" on the Toronto and New York
Stock Exchanges.

    How the Bank Reports

    The Bank prepares its consolidated financial statements in accordance
with GAAP and refers to results prepared in accordance with GAAP as "reported"
results. The Bank also utilizes non-GAAP financial measures referred to as
"adjusted" results to assess each of its businesses and to measure overall
Bank performance. To arrive at adjusted results, the Bank removes "items of
note", net of income taxes, from reported results. The items of note relate to
items which management does not believe are indicative of underlying business
performance. The Bank believes that adjusted results provide the reader with a
better understanding of how management views the Bank's performance. The items
of note are listed in the table on the following page. As explained, adjusted
results are different from reported results determined in accordance with
GAAP. Adjusted results, items of note and related terms used in this document
are not defined terms under GAAP and, therefore, may not be comparable to
similar terms used by other issuers.
    The following tables provide reconciliations between the Bank's reported
and adjusted results.

    
    Operating results - reported
    -------------------------------------------------------------------------
                                                  For the three months ended
                                            ---------------------------------
                                             Jan. 31     Oct. 31     Jan. 31
    (millions of Canadian dollars)              2009        2008        2008
    -------------------------------------------------------------------------
    Net interest income                       $2,728      $2,449      $1,788
    Other income                               1,422       1,191       1,816
    -------------------------------------------------------------------------
    Total revenue                              4,150       3,640       3,604
    Provision for credit losses                 (537)       (288)       (255)
    Non-interest expenses                     (3,020)     (2,367)     (2,228)
    -------------------------------------------------------------------------
    Income before provision for income
     taxes, non-controlling interests
     in subsidiaries and equity in net
     income of an associated company             593         985       1,121
    Recovery of (provision for)
     income taxes                                 58         (20)       (235)
    Non-controlling interests in
     subsidiaries, net of income taxes           (28)        (18)         (8)
    Equity in net income of an associated
     company, net of income taxes                 89          67          92
    -------------------------------------------------------------------------
    Net income - reported                        712       1,014         970
    Preferred dividends                          (29)        (23)         (8)
    -------------------------------------------------------------------------
    Net income available to common
     shareholders - reported                    $683        $991        $962
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------


    Reconciliation of Non-GAAP Financial Measures
    Adjusted net income to reported net income
    -------------------------------------------------------------------------
    Operating results - adjusted                  For the three months ended
                                            ---------------------------------
                                             Jan. 31     Oct. 31     Jan. 31
    (millions of Canadian dollars)              2009        2008        2008
    -------------------------------------------------------------------------
    Net interest income                       $2,728      $2,449      $1,788
    Other income(1)                            1,722         954       1,791
    -------------------------------------------------------------------------
    Total revenue                              4,450       3,403       3,579
    Provision for credit losses(2)              (457)       (288)       (238)
    Non-interest expenses(3)                  (2,741)     (2,632)     (2,106)
    -------------------------------------------------------------------------
    Income before provision for income
     taxes, non-controlling interests
     in subsidiaries and equity in net
     income of an associated company           1,252         483       1,235
    (Provision for) recovery of
     income taxes(4)                            (179)        116        (275)
    Non-controlling interests in
     subsidiaries, net of income taxes           (28)        (18)         (8)
    Equity in net income of an associated
     company, net of income taxes(5)             104          84         108
    -------------------------------------------------------------------------
    Net income - adjusted                      1,149         665       1,060
    Preferred dividends                          (29)        (23)         (8)
    -------------------------------------------------------------------------
    Net income available to common
     shareholders - adjusted                   1,120         642       1,052
    -------------------------------------------------------------------------
    Items of note affecting net income,
     net of income taxes
    Amortization of intangibles(6)              (127)       (126)        (75)
    Reversal of Enron litigation reserve(7)        -         323           -
    (Decrease) increase in fair value of
     derivatives hedging the reclassified
     available-for-sale debt securities
     portfolio(8)                               (200)        118           -
    Restructuring and integration charges
     relating to the Commerce acquisition(9)     (67)        (25)          -
    Increase in fair value of credit default
     swaps hedging the corporate loan book,
     net of provision for credit losses(10)       12          59          25
    Other tax items(11)                            -           -         (20)
    General allowance increase in Canadian
     Personal and Commercial Banking
     (excluding VFC) and Wholesale Banking       (55)          -           -
    Provision for insurance claims(12)             -           -         (20)
    -------------------------------------------------------------------------
    Total items of note                         (437)        349         (90)
    -------------------------------------------------------------------------
    Net income available to common
     shareholders - reported                    $683        $991        $962
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    (1)  Adjusted other income excludes the following items of note: first
         quarter 2009 - $13 million gain due to change in fair value of
         credit default swaps (CDS) hedging the corporate loan book, as
         explained in footnote 10; $313 million loss due to change in fair
         value of derivatives hedging the reclassified available-for-sale
         (AFS) debt securities portfolio, as explained in footnote 8; fourth
         quarter 2008 - $96 million gain due to change in fair value of CDS
         hedging the corporate loan book; $141 million gain due to change in
         fair value of derivatives hedging the reclassified AFS debt
         securities portfolio; first quarter 2008 - $55 million gain due to
         change in fair value of CDS hedging the corporate loan book;
         $30 million provision for insurance claims, as explained in footnote
         12.
    (2)  Adjusted provision for credit losses excludes the following items of
         note: first quarter 2009 - $80 million increase in general allowance
         for credit losses in Canadian Personal and Commercial Banking and
         Wholesale Banking; first quarter 2008 - $17 million related to the
         portion that was hedged via the CDS.
    (3)  Adjusted non-interest expenses excludes the following items of note:
         first quarter 2009 - $173 million amortization of intangibles, as
         explained in footnote 6; $106 million restructuring and integration
         charges related to the Commerce Bancorp, Inc. (Commerce)
         acquisition, as explained in footnote 9; fourth quarter 2008 -
         $172 million amortization of intangibles; $40 million restructuring
         and integration charges related to the Commerce acquisition;
         $477 million positive adjustment related to the reversal of Enron
         litigation reserve; as explained in footnote 7; first quarter 2008 -
         $122 million amortization of intangibles.
    (4)  For reconciliation between reported and adjusted provision for
         income taxes, see the 'Reconciliation of non-GAAP provision for
         (recovery of) income taxes' table in the "Taxes" section.
    (5)  Adjusted equity in net income of an associated company excludes the
         following items of note: first quarter 2009 - $15 million
         amortization of intangibles, as explained in footnote 6; fourth
         quarter 2008 - $17 million amortization of intangibles; first
         quarter 2008 - $16 million amortization of intangibles.
    (6)  Amortization of intangibles relates to the Canada Trust acquisition
         in 2000, the TD Banknorth Inc. (TD Banknorth) acquisition in 2005,
         and the acquisitions by TD Banknorth of Hudson United Bancorp in
         2006 and Interchange Financial Services Corporation in 2007, and the
         amortization of intangibles included in equity in net income of TD
         Ameritrade.
    (7)  The Enron contingent liability for which the Bank established a
         reserve was re-evaluated in light of the favourable evolution of
         case law in similar securities class actions following the U.S.
         Supreme Court's ruling in Stoneridge Partners, LLC v. Scientific-
         Atlanta, Inc. During the fourth quarter of 2008, the Bank recorded
         an after-tax positive adjustment of $323 million (pre-tax
         $477 million), reflecting the substantial reversal of the reserve.
         For details, see Note 28 to the 2008 Consolidated Financial
         Statements.
    (8)  Effective August 1, 2008, as a result of recent deterioration in
         markets and severe dislocation in the credit market, the Bank
         changed its trading strategy with respect to certain trading debt
         securities. The Bank no longer intends to actively trade in these
         debt securities. Accordingly, the Bank reclassified certain debt
         securities from trading to AFS category in accordance with the
         Amendments to the Canadian Institute of Chartered Acccountants
         (CICA) Handbook Section 3855, Financial Instruments - Recognition
         and Measurement. As part of the Bank's trading strategy, these debt
         securities are economically hedged, primarily with CDS and interest
         rate swap contracts. This includes foreign exchange translation
         exposure related to the debt securities portfolio and the
         derivatives hedging it. These derivatives are not eligible for
         reclassification and are recorded on a fair value basis with changes
         in fair value recorded in the period's earnings. Management believes
         that this asymmetry in the accounting treatment between derivatives
         and the reclassified debt securities results in volatility in
         earnings from period to period that is not indicative of the
         economics of the underlying business performance in Wholesale
         Banking. As a result, the derivatives are accounted for on an
         accrual basis in Wholesale Banking and the gains and losses related
         to the derivatives in excess of the accrued amounts are reported in
         the Corporate segment and disclosed as an item of note. Adjusted
         results of the Bank exclude the gains and losses of the derivatives
         in excess of the accrued amount.
    (9)  As a result of the acquisition of Commerce and related restructuring
         and integration initiatives undertaken, the Bank incurred
         restructuring and integration charges. Restructuring charges
         consisted of employee severance costs, the costs of amending certain
         executive employment and award agreements and the write-down of
         long-lived assets due to impairment. Integration charges consisted
         of costs related to employee retention, external professional
         consulting charges and marketing (including customer communication
         and rebranding). In the Interim Consolidated Statement of Income,
         the restructuring and integration charges are included in non-
         interest expenses.
    (10) The Bank purchases CDS to hedge the credit risk in Wholesale
         Banking's corporate lending portfolio. These CDS do not qualify for
         hedge accounting treatment and are measured at fair value with
         changes in fair value recognized in current period's earnings. The
         related loans are accounted for at amortized cost. Management
         believes that this asymmetry in the accounting treatment between CDS
         and loans would result in periodic profit and loss volatility which
         is not indicative of the economics of the corporate loan portfolio
         or the underlying business performance in Wholesale Banking. As a
         result, the CDS are accounted for on an accrual basis in Wholesale
         Banking and the gains and losses on the CDS, in excess of the
         accrued cost, are reported in the Corporate segment. Adjusted
         results exclude the gains and losses on the CDS in excess of the
         accrued cost.
    (11) This represents the negative impact of the scheduled reductions in
         the income tax rate on reduction of net future income tax assets.
    (12) The provision for insurance claims related to a court decision in
         Alberta. The Alberta government's legislation effectively capping
         minor injury insurance claims was challenged and held to be
         unconstitutional. While the government of Alberta has appealed the
         decision, the ultimate outcome remains uncertain. As a result, the
         Bank accrued an additional actuarial liability for potential losses
         in the first quarter of 2008.


    Reconciliation of Reported Earnings per Share (EPS) to Adjusted EPS(1)
    -------------------------------------------------------------------------
                                                  For the three months ended
                                            ---------------------------------
                                             Jan. 31     Oct. 31     Jan. 31
    (Canadian dollars)                          2009        2008        2008
    -------------------------------------------------------------------------

    Diluted - reported                         $0.82       $1.22       $1.33
    Items of note affecting income (as above)   0.52       (0.43)       0.12
    -------------------------------------------------------------------------
    Diluted - adjusted                         $1.34       $0.79       $1.45
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    Basic - reported                           $0.82       $1.23       $1.34
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    (1) EPS is computed by dividing net income available to common
        shareholders by the weighted-average number of shares outstanding
        during the period. As a result, the sum of the quarterly EPS may not
        equal to year-to-date EPS.


    Amortization of Intangibles, net of income taxes
    -------------------------------------------------------------------------
                                                  For the three months ended
                                            ---------------------------------
                                             Jan. 31     Oct. 31     Jan. 31
    (millions of Canadian dollars)              2009        2008        2008
    -------------------------------------------------------------------------
    Canada Trust                                 $40         $39         $21
    TD Bank, N.A.                                 70          63          33
    TD Ameritrade (included in equity in
     net income of an associated company)         15          17          16
    Other                                          2           7           5
    -------------------------------------------------------------------------
    Amortization of intangibles, net
     of income taxes(1)                         $127        $126         $75
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    (1) Amortization of intangibles is included in the Corporate segment.
    

    Economic Profit and Return on Invested Capital

    The Bank utilizes economic profit as a tool to measure shareholder value
creation. Economic profit is adjusted net income available to common
shareholders less a charge for average invested capital. Average invested
capital is equal to average common equity for the period plus the average
cumulative after-tax goodwill and intangible assets amortized as of the
reporting date. The rate used in the charge for capital is the equity cost of
capital calculated using the capital asset pricing model. The charge
represents an assumed minimum return required by common shareholders on the
Bank's invested capital. The Bank's goal is to achieve positive and growing
economic profit.
    Return on invested capital (ROIC) is adjusted net income available to
common shareholders divided by average invested capital. ROIC is a variation
of the economic profit measure that is useful in comparison to the equity cost
of capital. Both ROIC and the equity cost of capital are percentage rates,
while economic profit is a dollar measure. When ROIC exceeds the equity cost
of capital, economic profit is positive. The Bank's goal is to maximize
economic profit by achieving ROIC that exceeds the equity cost of capital.
    Economic profit and ROIC are non-GAAP financial measures as these are not
defined terms under GAAP. Readers are cautioned that earnings and other
measures adjusted to a basis other than GAAP do not have standardized meanings
under GAAP and therefore, may not be comparable to similar terms used by other
issuers.
    The following table reconciles between the Bank's economic profit, ROIC
and net income available to common shareholders - adjusted. Adjusted results,
items of note and related terms are discussed in the "How the Bank Reports"
section.

    
    Reconciliation of Economic Profit, Return on Invested Capital and Net
    Income Available to Common Shareholders - adjusted
    -------------------------------------------------------------------------
                                                  For the three months ended
                                            ---------------------------------
                                             Jan. 31     Oct. 31     Jan. 31
    (millions of Canadian dollars)              2009        2008        2008
    -------------------------------------------------------------------------
    Average common equity                    $33,559     $29,615     $21,221
    Average cumulative goodwill/intangible
     assets amortized, net of income taxes     4,379       4,269       4,015
    -------------------------------------------------------------------------
    Average invested capital                 $37,938     $33,884     $25,236
    Rate charged for invested capital          10.0%        9.3%        9.3%
    -------------------------------------------------------------------------
    Charge for invested capital                $(956)      $(792)      $(590)
    -------------------------------------------------------------------------
    Net income available to common
     shareholders - reported                    $683        $991        $962
    Items of note impacting income, net
     of income taxes                             437        (349)         90
    -------------------------------------------------------------------------
    Net income available to common
     shareholders - adjusted                  $1,120        $642      $1,052
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    Economic profit (loss)                      $164       $(150)       $462
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    Return on invested capital                 11.7%        7.5%       16.6%
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------


    FINANCIAL RESULTS OVERVIEW

    Performance Summary
    

    An overview of the Bank's performance on an adjusted basis for the first
quarter of 2009 against the financial shareholder indicators included in the
2008 Annual Report is outlined below. Shareholder performance indicators help
guide and benchmark the Bank's accomplishments. For the purposes of this
analysis, the Bank utilizes adjusted earnings, which excludes items of note
from the reported results that are prepared in accordance with Canadian GAAP.
Reported and adjusted results and items of note are explained under the "How
the Bank Reports" section.
    
    -   Adjusted diluted earnings per share decreased 8% from the first
        quarter last year, reflecting equity the Bank raised last year as
        well as the common shares the Bank issued in the Commerce
        acquisition. The Bank's goal is 7 - 10% adjusted earnings per share
        growth over the longer term. In the current environment, meeting this
        goal will be challenging in the short and medium term.
    -   Adjusted return on risk-weighted assets (RWA) was 2.1% compared with
        2.9% in the first quarter last year.
    -   For the twelve months ended January 31, 2009, the total shareholder
        return was (38.8%) which was below the peer average of (35.5%).

    Net Income

    Year-over-year comparison
    -------------------------
    
    Reported net income for the quarter was $712 million, a decrease of $258
million, or 27%, compared with the first quarter last year. Adjusted net
income for the quarter was $1,149 million, an increase of $89 million or 8%.
The increase in adjusted net income was due to higher earnings in U.S.
Personal and Commercial Banking and Wholesale Banking, which was partially
offset by lower earnings from the Canadian Personal and Commercial Banking,
Wealth Management and Corporate segments. U.S. Personal and Commercial Banking
adjusted net income increased, largely due to earnings from Commerce since its
acquisition on March 31, 2008. Wholesale Banking net income increased,
primarily due to strong interest rate and foreign exchange revenue, stronger
equity trading and underwriting, and a recovery from the cancellation of a
loan commitment; which was partially offset by net security losses and an
increase in credit valuation adjustments. Canadian Personal and Commercial
Banking net income decreased, primarily due to an increase in provision for
credit losses, driven by higher bankruptcies and delinquencies, which was
partially offset by growth in revenue. Wealth Management net income decreased,
primarily due to market declines in mutual funds and the advice-based business
asset levels, lower fee income and net interest margin compression. TD
Ameritrade's contribution to the Bank net income decreased due to lower
underlying performance. The Corporate segment reported an increased net loss
primarily due to the impact of securitization, hedging and treasury
activities, costs associated with increased corporate financing activity and
unfavourable tax items, which were partially offset by the benefit arising
from the resolution of a lawsuit that was one of the "Winstar" cases dating
from the U.S. savings and loan crisis of the 1980s.

    
    Prior quarter comparison
    ------------------------
    
    Reported net income for the quarter decreased $302 million, or 30%,
compared with the prior quarter. Adjusted net income for the quarter increased
$484 million or 73%. The increase in adjusted net income was due to higher
earnings in U.S. Personal and Commercial Banking and Wholesale Banking which
was partially offset by lower earnings from the Canadian Personal and
Commercial Banking and Wealth Management segments. U.S. Personal and
Commercial Banking adjusted net income increased largely due to the
translation effects of a weaker Canadian dollar. Wholesale Banking net income
increased primarily due to strong interest rate and foreign exchange revenue,
stronger capital markets activity and a recovery from the cancellation of a
loan commitment; which was partially offset by net security losses and an
increase in credit valuation adjustments. Canadian Personal and Commercial
Banking net income decreased due to an increase in provision for credit
losses, primarily driven by higher bankruptcies and delinquencies. Wealth
Management net income decreased primarily due to market declines in mutual
funds and advice-based business asset levels, lower fee income and net
interest margin compression.

    
    Net Interest Income

    Year-over-year comparison
    -------------------------
    
    Net interest income for the quarter was $2,728 million, an increase of
$940 million, or 53%, compared with the first quarter last year. The growth in
net interest income was driven by the U.S. Personal and Commercial Banking,
Wholesale Banking and Canadian Personal and Commercial Banking segments with
partial offsets in the Wealth Management and Corporate segments. U.S. Personal
and Commercial Banking net interest income increased, primarily due to
inclusion of Commerce. Wholesale Banking net interest income increased,
primarily due to higher trading-related net interest income. Canadian Personal
and Commercial Banking net interest income increased, due to strong volume
growth across most banking products, partially offset by a 16 basis points
(bps) decline in margin on average earning assets to 2.82%. Wealth Management
net interest income decreased, primarily due to net interest margin
compression and lower margin loans.

    
    Prior quarter comparison
    ------------------------
    
    Net interest income increased by $279 million, or 11%, compared with the
prior quarter. The growth in net interest income was driven primarily by the
U.S. Personal and Commercial Banking, Wholesale Banking and Canadian Personal
and Commercial Banking segments with partial offsets in the Wealth Management
and Corporate segments. U.S. Personal and Commercial Banking net interest
income increased, primarily due to the translation effects of a weaker
Canadian dollar, and partially offset by a 19 bps decline in margin on average
earning assets due to the low interest rate environment. Wholesale Banking net
interest income increased, primarily due to higher trading-related net
interest income. Canadian Personal and Commercial Banking net interest income
increased, primarily due to strong volume growth across most banking products,
and partially offset by a 7 bps decline in margin on average earning assets.
Wealth Management net interest income decreased primarily due to net interest
margin compression.

    
    Other Income

    Year-over-year comparison
    -------------------------
    
    Reported other income for the quarter was $1,422 million, a decrease of
$394 million, or 22%, compared with the first quarter of last year. Adjusted
other income for the first quarter was $1,722 million, a decrease of $69
million or 4%. The decrease in adjusted other income was driven by decreases
in the Wholesale Banking and Wealth Management segments which were partially
offset by increases in the Canadian Personal and Commercial Banking, U.S.
Personal and Commercial Banking, and Corporate segments. Wholesale Banking
other income decreased, primarily due to net security losses in the equity
investment portfolio. Wealth Management other income decreased, primarily due
to market declines in mutual funds and advice-based business asset levels.
Canadian Personal and Commecial Banking other income increased, largely driven
by higher insurance revenue and fee income. U.S. Personal and Commercial
Banking other income increased, primarily due to the Commerce acquisition.
Included in the Corporate segment adjusted other income was the Winstar
litigation gain of $62 million before tax ($42 million after tax).

    
    Prior quarter comparison
    ------------------------
    
    Reported other income increased $231 million, or 19%, compared with the
prior quarter. Adjusted other income increased $767 million, or 80%. The
increase in adjusted other income was due to increases in the Canadian
Personal and Commercial Banking, U.S. Personal and Commercial Banking,
Wholesale Banking and Corporate segments, which were slightly offset by a
decrease in Wealth Management. Canadian Personal and Commercial Banking other
income increased, primarily due to increases in insurance revenue and fee
income. U.S. Personal and Commercial Banking other income increased, primarily
due to the translation effects of a weaker Canadian dollar. Wholesale Banking
other income increased due to lower credit trading losses and higher trading
revenue, primarily in equity trading, and equity underwriting revenue.
Included in the Corporate segment adjusted other income was the Winstar
litigation gain. Wealth Management other income decreased, primarily due to
market declines in mutual funds and advice-based business asset levels and
lower fee income.

    
    Provision for Credit Losses

    Year-over-year comparison
    -------------------------
    
    During the quarter, the Bank recorded a provision for credit losses of
$537 million, an increase of $282 million compared with the first quarter last
year. The increase was primarily due to higher provisions in Canadian Personal
and Commercial Banking and U.S. Personal and Commercial Banking, and an
increase of $80 million in general allowance for credit losses related to the
Canadian Personal and Commercial Banking (excluding VFC) and Wholesale Banking
segments.

    
    Prior quarter comparison
    ------------------------
    
    Provision for credit losses for the first quarter was up $249 million
from $288 million in the prior quarter. The increase was primarily due to
higher provisions in the Canadian Personal and Commercial Banking, Wholesale
Banking and U.S. Personal and Commercial Banking segments, and an increase of
$80 million in general allowance for credit losses related to the Canadian
Personal and Commercial Banking (excluding VFC) and Wholesale Banking
segments.

    
    Provision for Credit Losses
    -------------------------------------------------------------------------
                                                  For the three months ended
                                            ---------------------------------
                                             Jan. 31     Oct. 31     Jan. 31
    (millions of Canadian dollars)              2009        2008        2008
    -------------------------------------------------------------------------
    Net new specifics (net of reversals)        $386        $287        $267
    Recoveries                                   (24)        (29)        (32)
    -------------------------------------------------------------------------
    Provision for credit losses - specifics      362         258         235
    Change in general allowance for
     credit losses
      VFC                                         21          18          15
      U.S. Personal and Commercial Banking        74          12           4
      Canadian Personal and Commercial
       Banking and Wholesale Banking              80           -           -
      Other                                        -           -           1
    -------------------------------------------------------------------------
    Total                                       $537        $288        $255
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------


    Non-Interest Expenses and Efficiency Ratio

    Year-over-year comparison
    -------------------------
    
    Reported non-interest expenses for the quarter were $3,020 million, an
increase of $792 million, or 36%, compared with the first quarter last year.
Adjusted non-interest expenses of $2,741 million, increased $634 million, or
30%. The increase in adjusted non-interest expense was driven by growth in
U.S. Personal and Commercial Banking, Canadian Personal and Commercial
Banking, Wealth Management and Wholesale Banking. U.S. Personal and Commercial
Banking adjusted non-interest expenses increased, primarily due to the
inclusion of Commerce. Canadian Personal and Commercial Banking non-interest
expenses increased due to higher employee compensation. Wealth Management
non-interest expenses increased, primarily due to the continued investment in
growing the number of client-facing advisors. Wholesale Banking non-interest
expenses increased, primarily due to higher severance costs, higher variable
compensation on stronger results, and investments in risk and control
initiatives.
    The reported efficiency ratio was 72.8%, compared with 61.8% in the first
quarter last year. The adjusted efficiency ratio was 61.6%, compared with
58.9% in the same period last year.

    
    Prior quarter comparison
    ------------------------
    
    Reported non-interest expenses increased $653 million, or 28%, compared
with the prior quarter. Adjusted non-interest expenses increased $109 million
or 4%. The increase in adjusted non-interest expense was primarily a result of
higher expenses in U.S. Personal and Commercial Banking, and Wholesale
Banking, which were partially offset by lower expenses in Canadian Personal
and Commercial Banking, and Wealth Management. U.S. Personal and Commercial
Banking adjusted non-interest expenses increased, primarily due to the
translation effects of a weaker Canadian dollar. Wholesale Banking
non-interest expenses increased, due to higher variable compensation
reflecting stronger results. Canadian Personal and Commercial Banking
non-interest expenses decreased, mainly due to seasonal business-related costs
and provisions related to the Truncation and Electronic Cheque Presentment
(TECP) initiative that were incurred in the previous quarter. Wealth
Management non-interest expenses decreased, primarily due to lower variable
compensation.
    The reported efficiency ratio was 72.8%, compared with 65.0% in the prior
quarter. The adjusted efficiency ratio was 61.6% compared with 77.3% in the
prior quarter. The improvement in adjusted efficiency ratio was largely due to
the significant revenue increase, driven by results in Wholesale Banking.

    Taxes

    As discussed in the "How the Bank Reports" section, the Bank adjusts its
reported results to assess each of its businesses and to measure overall Bank
performance. As such, the provision for income taxes is stated on a reported
and an adjusted basis.
    The Bank's reported effective tax rate was (9.8)% for the first quarter,
compared with 21.0% in the same quarter last year and 2.0% in the prior
quarter. The negative reported effective tax rate in the current quarter was
primarily caused by a significant decrease in reported net income before
taxes, an increase in tax exempt income, a decrease of the effective tax rate
on international operations and a decrease of U.S. withholding tax on
cross-border interest payments.

    
    Taxes
    -------------------------------------------------------------------------
                                                  For the three months ended
                                    -----------------------------------------
                                         Jan. 31       Oct. 31       Jan. 31
    (millions of Canadian dollars)          2009          2008          2008
    -------------------------------------------------------------------------
    Income taxes at Canadian
     statutory income tax rate      $189   31.8%  $323   32.7%  $367   32.8%
    Increase (decrease)
     resulting from:
      Dividends received            (132)  (22.3)  (87)   (8.8)  (87)   (7.7)
      Rate differentials on
       international operations     (134)  (22.5) (178)  (18.0)  (84)   (7.5)
      Other - net                     19     3.2   (38)   (3.9)   39     3.4
    -------------------------------------------------------------------------
    (Recovery of) provision for
     income taxes and effective
     income tax rate - reported     $(58) (9.8)%   $20    2.0%  $235   21.0%
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------

    The Bank's adjusted effective tax rate was 14.3% for the quarter, compared
with 22.3% in the same quarter last year and (24.0)% in the prior quarter.

    Reconciliation of Non-GAAP Provision for (Recovery of) Income Taxes
    -------------------------------------------------------------------------
                                                  For the three months ended
                                            ---------------------------------
                                             Jan. 31     Oct. 31     Jan. 31
                                                2009        2008        2008
    -------------------------------------------------------------------------
    (Recovery of) provision for income
     taxes - reported                           $(58)        $20        $235
    Increase (decrease) resulting from
     items of note:
      Amortization of intangibles                 61          63          63
      Reversal of Enron litigation reserve         -        (154)          -
      Change in fair value of derivatives
       hedging the reclassified available-
       for-sale debt securities portfolio        113         (23)          -
      Restructuring and integration charges
       relating to the Commerce acquisition       39          15           -
      Change in fair value of credit default
       swaps hedging the corporate loan book,
       net of provision for credit losses         (1)        (37)        (13)
      Other tax items                              -           -         (20)
      General allowance increase in Canadian
       Personal and Commercial Banking
       (excluding VFC) and Wholesale Banking      25           -           -
      Provision for insurance claims               -           -          10
    -------------------------------------------------------------------------
    Tax effect - items of note                   237        (136)         40
    -------------------------------------------------------------------------
    Provision for (recovery of) income
     taxes - adjusted                           $179       $(116)       $275
    -------------------------------------------------------------------------

    Effective income tax rate - adjusted(1)    14.3%     (24.0)%       22.3%
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    (1) Adjusted effective income tax rate is adjusted provisions for income
        taxes before other taxes as a percentage of adjusted net income
        before taxes.
    

    HOW OUR BUSINESSES PERFORMED

    For management reporting purposes, the Bank's operations and activities
are organized around four key business segments operating in a number of
locations in key financial centres around the globe: Canadian Personal and
Commercial Banking, including TD Canada Trust and TD Insurance; Wealth
Management, including TD Waterhouse and an investment in TD Ameritrade; U.S.
Personal and Commercial Banking through TD Banknorth and TD Bank, America's
Most Convenient Bank; and Wholesale Banking, including TD Securities. The
Bank's other activities are grouped into the Corporate segment. Effective the
third quarter of 2008, U.S. insurance and credit card businesses were
transferred to the Canadian Personal and Commercial Banking segment, and the
U.S. Wealth Management businesses to the Wealth Management segment for
management reporting purposes to align with how these businesses are now being
managed on a North American basis. Prior periods have not been reclassified as
the impact was not material.
    Results of each business segment reflect revenue, expenses, assets and
liabilities generated by the business in that segment. The Bank measures and
evaluates the performance of each segment based on adjusted results where
applicable, and for those segments the Bank notes that the measure is
adjusted. Amortization of intangible expense is included in the Corporate
segment. Accordingly, net income for the operating business segments is
presented before amortization of intangibles, as well as any other items of
note not attributed to the operating segments. For further details, see the
"How the Bank Reports" section, the "Business Focus" section in the 2008
Annual Report and Note 30 to the 2008 Consolidated Financial Statements. For
information concerning the Bank's measures of economic profit and return on
invested capital, which are non-GAAP financial measures, see page 7. Segmented
information also appears in Note 14.
    Net interest income within Wholesale Banking is calculated on a taxable
equivalent basis (TEB), which means that the value of non-taxable or
tax-exempt income, including dividends, is adjusted to its equivalent
before-tax value. Using TEB allows the Bank to measure income from all
securities and loans consistently and makes for a more meaningful comparison
of net interest income with similar institutions. The TEB adjustment reflected
in the Wholesale Banking segment is eliminated in the Corporate segment. The
TEB adjustment for the quarter was $185 million, compared with $135 million in
the first quarter last year, and $142 million in the prior quarter.
    The Bank securitizes retail loans and receivables and records a gain or
loss on sale, including the setup of an asset related to the retained
interests. Credit losses incurred on retained interests subsequent to
securitization are recorded as a charge to other income in the Bank's
consolidated financial statements. For segment reporting, the provision for
credit loss related to securitized volumes is included in the Canadian
Personal and Commercial Banking segment but is reversed in the Corporate
segment and reclassified as a charge to other income to comply with GAAP.

    Canadian Personal and Commercial Banking

    Canadian Personal and Commercial Banking net income for the quarter was
$584 million, a decrease of $14 million, or 2%, compared with the first
quarter last year, and a decrease of $16 million, or 3%, compared with the
prior quarter. The annualized return on invested capital for the quarter was
27%, compared with 29% in both the first quarter last year and the prior
quarter.
    Revenue grew by $145 million, or 7%, compared with the first quarter last
year, primarily due to volume growth across most banking products,
particularly in real-estate secured lending, and in personal and business
deposits. Furthermore, in the third quarter of 2008, U.S. insurance and credit
card businesses were transferred from the U.S. Personal and Commercial Banking
segment also contributing to the growth. Revenue increased by $9 million
compared with the prior quarter mainly due to volume growth in real-estate
secured lending and deposits. Margin on average earning assets decreased by 16
bps from 2.98% to 2.82% compared with the first quarter last year due to
higher funding costs, price competition in high-yield savings and term
deposits, and customer preference towards lower margin products. Margin on
average earning assets decreased 7 bps compared with the prior quarter.
    Compared with the first quarter last year, real-estate secured lending
volume (including securitizations) grew by $16.1 billion or 11.0%; consumer
loan volume grew by $1.8 billion or 10.6%; and personal deposit volume grew by
$17.0 billion or 16.3%. Business deposits volume increased by $6.4 billion, or
15.7%, and business loans and acceptances volume grew by $2.9 billion or
13.9%. Gross originated insurance premiums grew by $49 million or 9%. As at
November 2008, personal deposit market share was 21% and personal lending
market share was 20%. Small business lending (credit limits of less than
$500,000) market share as at September 30, 2008 was 17%.
    Provision for credit losses (PCL) for the quarter was $266 million, which
increased by $94 million, or 55%, compared with the first quarter last year.
Personal banking PCL of $245 million was $79 million higher than the first
quarter last year, primarily due to higher credit card and unsecured line of
credit provisions. Business banking PCL was $21 million for the quarter,
compared with $6 million in the first quarter last year. Annualized PCL as a
percentage of credit volume was 0.49%, an increase of 13 bps, compared with
the first quarter last year. PCL increased by $57 million, or 27%, compared
with the prior quarter. Personal banking provisions increased $47 million, or
24%, compared with the prior quarter primarily due to higher bankrupticies and
delinquencies. Business banking provisions increased by $10 million, compared
with the prior quarter.
    Non-interest expenses increased by $90 million, or 8%, compared with the
first quarter last year. Primary drivers of the expense growth were higher
employee compensation, higher litigation charges and the inclusion of the U.S.
businesses. Non-interest expenses decreased by $16 million, or 1%, compared
with the prior quarter, mainly due to seasonal business-related costs and
provisions related to the TECP initiative that were incurred in 2008. The
average full time equivalent (FTE) staffing levels increased by 728, or 2%,
compared with the first quarter last year, and 67, or 0.2%, compared with the
prior quarter. The efficiency ratio for the current quarter was 51.8%,
compared with 51.0% in the first quarter last year and 52.7% in the prior
quarter.
    Business activity continues to be vulnerable to economic pressures and
volatility in the markets. The outlook is for revenue growth to moderate in
2009 as volume growth slows in both deposits and loans. Revenue growth should
benefit from our leadership position in branch hours and continued new branch
and marketing investments, as well as improved customer cross-sell and
productivity improvements. PCL rates are expected to reflect worsening
conditions in the Canadian economy. We anticipate that expense growth will be
slightly higher relative to last year due to continued investments in new
branches and higher employee compensation and benefit costs.

    Wealth Management

    Wealth Management net income for the first quarter was $152 million, a
decrease of $64 million, or 30%, compared with the first quarter last year,
and a decrease of $18 million, or 11%, compared with the prior quarter. The
annualized return on invested capital for the quarter was 13% which decreased
by 10% compared with the first quarter last year and decreased by 3% when
compared with the prior quarter. Net income in Global Wealth Management
(excluding TD Ameritrade) was $75 million, a decrease of $53 million, or 41%,
compared with the first quarter last year, and a decrease of $35 million, or
32%, compared with the prior quarter. The decrease was driven by market
declines in assets under management and assets under administration in mutual
funds and advice-based businesses, lower average fees earned in mutual funds
and net interest margin compression. Results also included a provision related
to an indirect exposure to one or more accounts managed by Bernard L. Madoff
Investment Securities, LLC (Madoff funds) which was not material. This was
partially offset by continued strength in trading volumes in our online
brokerage business. The Bank's reported investment in TD Ameritrade generated
net income of $77 million, a decrease of $11 million, or 13%, compared with
the first quarter last year and an increase of $17 million, or 28%, compared
with the prior quarter. TD Ameritrade experienced record average trades per
day and continued asset growth, despite the difficult market environment. For
its first quarter ended December 31, 2008, TD Ameritrade delivered net income
of US$184 million, down 23% from the same period last year and 7% above the
prior quarter.
    Revenue for the quarter was $528 million, which decreased by $42 million,
or 7%, compared with the first quarter last year. The decrease was primarily
due to lower revenues in mutual funds and advice-based businesses driven by
lower assets under management and assets under administration and lower
average fees, lower revenue due to net interest margin compression and lower
margin loans. This was partially offset by strong trading volumes in our
online brokerage business and the inclusion of U.S. Wealth Management
businesses. Revenue decreased by $63 million, or 11%, compared with the prior
quarter, primarily due to lower average fees in mutual funds, lower trading
volumes in online brokerage and net interest margin compression.
    Expenses for the quarter were $419 million, which represented an increase
of $40 million, or 11%, compared with the first quarter last year, primarily
due to the inclusion of U.S. Wealth Management businesses, the continued
investment in growing client-facing advisors and a provision related to an
indirect exposure to one or more Madoff funds. Compared with the previous
quarter, expenses decreased by $9 million, or 2%, primarily due to lower
variable compensation and prudent expense management.
    Assets under management of $170 billion at January 31, 2009 stayed flat
from October 31, 2008, as the addition of net new client assets was offset by
market declines. Assets under administration of $163 billion decreased by $10
billion, or 6%, from October 31, 2008, driven by market declines partially
offset by the addition of net new client assets.
    We anticipate that current capital market and economic challenges will
continue to impact our results over the next few quarters. However, client
engagement remains strong as evidenced by growth in new accounts and net new
client assets. We will continue to manage expenses prudently while continuing
our focused investment in client-facing advisors, products and technology to
ensure future business growth.

    
    Wealth Management
    -------------------------------------------------------------------------
                                                  For the three months ended
                                            ---------------------------------
                                             Jan. 31     Oct. 31     Jan. 31
    (millions of Canadian dollars)              2009        2008        2008
    -------------------------------------------------------------------------
    Global Wealth(1)                             $75        $110        $128
    TD Ameritrade                                 77          60          88
    -------------------------------------------------------------------------
    Net income                                  $152        $170        $216
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    (1) Effective the third quarter of 2008, the Bank transferred the U.S.
        Wealth Management businesses to the Wealth Management segment for
        management reporting purposes. Prior periods have not been
        reclassified as the impact was not material to segment results.
    

    TD AMERITRADE HOLDING CORPORATION

    On January 24, 2009, the limit on the Bank's ownership of TD AMERITRADE
Holding Corporation (TD Ameritrade) increased from 39.9% to 45%. On February
5, 2009, the Bank amended its hedging agreement with Lillooet Limited
(Lillooet) to provide for physical settlement. In accordance with the terms of
the amended hedging arrangement, 27 million shares will be delivered on the
settlement date on or about March 2, 2009, at the hedged cost to the Bank of
approximately US$515 million.
    As Lillooet is consolidated in the Bank's consolidated financial
statements, the Bank expects the replacement of the amended hedging
arrangement with the approximately 5% increase in direct ownership to have no
material impact on the Bank.
    As at January 31, 2009, the Bank's reported investment in TD Ameritrade,
including through the consolidation of Lillooet, was 44.9% of the issued and
outstanding shares of TD Ameritrade.
    The condensed financial statements of TD AMERITRADE Holding Corporation,
based on its consolidated financial statements filed with the SEC, are
provided as follows:

    
    Condensed Consolidated Balance Sheet
    -------------------------------------------------------------------------
                                                                       As at
                                                 ----------------------------
                                                         Dec. 31,    Sep. 30,
    (millions of U.S. dollars)                              2008        2008
    -------------------------------------------------------------------------
    Assets
    Receivable from brokers, dealers and clearing
     organizations                                        $1,857      $4,177
    Receivable from clients, net of allowance
     for doubtful accounts                                 4,032       6,934
    Other assets                                           6,606       4,841
    -------------------------------------------------------------------------
    Total assets                                          12,495      15,952
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    Liabilities
    Payable to brokers, dealers and clearing
     organizations                                         2,221       5,770
    Payable to clients                                     5,075       5,071
    Other liabilities                                      2,121       2,186
    -------------------------------------------------------------------------
    Total liabilities                                      9,417      13,027
    -------------------------------------------------------------------------
    Stockholders' equity                                  $3,078      $2,925
    -------------------------------------------------------------------------
    Total liabilities and stockholders' equity           $12,495     $15,952
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------


    Condensed Consolidated Statement of Income
    -------------------------------------------------------------------------
                                                  For the three months ended
                                                 ----------------------------
    (millions of U.S. dollars,                           Dec. 31,    Dec. 31,
     except per share amounts)                              2008        2007
    -------------------------------------------------------------------------
    Revenues
    Net interest revenue                                     $85        $149
    Fee-based and other revenue                              526         493
    -------------------------------------------------------------------------
    Total revenue                                            611         642
    -------------------------------------------------------------------------
    Expenses
    Employee compensation and benefits                       117         106
    Other                                                    194         180
    -------------------------------------------------------------------------
    Total expenses                                           311         286
    -------------------------------------------------------------------------
    Other income                                               -           1
    -------------------------------------------------------------------------
    Pre-tax income                                           300         357
    Provision for income taxes                               116         116
    -------------------------------------------------------------------------
    Net income(1)                                           $184        $241
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    Earnings per share - basic                             $0.31       $0.40
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    Earning per share - diluted                            $0.31       $0.40
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    (1) The Bank's equity share of net income of TD Ameritrade is subject to
        adjustments relating to amortization of intangibles.
    

    U.S. Personal and Commercial Banking

    U.S. Personal and Commercial Banking reported net income for the first
quarter was $240 million, an increase of $113 million, or 89%, compared with
the first quarter last year, and a decrease of $11 million, or 4%, compared
with the prior quarter. Excluding items of note primarily related to
restructuring and integration charges, adjusted net income for the first
quarter was $307 million, an increase of $180 million, or 142%, compared with
the first quarter last year, and an increase of $31 million, or 11%, compared
with the prior quarter. Much of the increase over the first quarter last year
related to the earnings from Commerce since its acquisition on March 31, 2008.
The annualized return on invested capital for the quarter was 6%, which was
consistent with the first quarter last year and the prior quarter.
    Revenue grew by $742 million, or 164%, compared with the first quarter
last year, principally due to the Commerce acquisition and the translation
effect of a weaker Canadian dollar. Revenue increased by $150 million, or 14%,
over the prior quarter, primarily due to the translation effect of a weaker
Canadian dollar; in U.S. dollar terms, revenues declined 2%. The margin on
average earning assets of 3.62% declined by 26 bps from the first quarter last
year and declined by 19 bps from the prior quarter. The declines were
primarily due to the impact of the lower interest rate environment on deposit
margins. In U.S. dollar terms, both average loans and deposits grew by 4% over
the prior quarter. The segment's available-for-sale securities portfolio
totalled approximately $42 billion (US$34.4 billion) for the first quarter,
including a net unrealized loss of approximately $2.2 billion after tax
(US$1.8 billion). A significant amount of this unrealized loss is attributed
to the current lack of liquidity in financial markets, and we continue to
monitor our position as market conditions change and update our valuation
models as new data becomes available.
    Provision for credit losses (PCL) for the quarter was $139 million, which
increased by $113 million, or 435%, compared with the first quarter last year
and increased by $61 million, or 78%, over the prior quarter. The PCL
increases were largely due to higher levels of impaired loans, increased loans
outstanding as a result of the Commerce acquisition, continued weakness in the
real estate market and the recession in the U.S. Net impaired loans totalled
$565 million, an increase of $380 million, or 205%, over the first quarter of
last year and an increase of $231 million, or 69%, from the prior quarter. The
increase was largely due to impaired loans of Commerce at the time of
acquisition and net new formations resulting from continued weakness in the
real estate markets and the recession in the U.S. Net impaired loans as a
percentage of total loans and leases were 0.92%, compared with 0.72% as at the
end of the first quarter last year and 0.65% at the end of the prior quarter.
    Non-interest expenses increased by $563 million, or 237%, compared with
the first quarter last year and $152 million, or 23%, compared with the prior
quarter. Primary drivers of the expense growth were the acquired Commerce
franchise and related increased restructuring and integration charges and a
weaker Canadian dollar. In U.S. dollar terms and excluding restructuring and
integration charges, non-interest expenses were 2% lower than the prior
quarter. While staffing levels were significantly higher than in the first
quarter of last year due to the Commerce acquisition, the FTE staffing level
declined by approximately 4% since the acquisition of Commerce primarily due
to staff reductions related to integration efforts and branch consolidations.
The reported efficiency ratio for the current quarter was 67.1%, compared with
52.7% in the first quarter last year and 62.2% in the prior quarter. Excluding
restructuring and integration charges, the efficiency ratio for the current
quarter was 58.2%, compared with 52.7% in the first quarter last year and
58.3% in the prior quarter.
    The banking environment in the U.S. is expected to remain challenging,
and there remains uncertainty as to the continuing effects of the ongoing
market issues related to the deepening recession in the U.S. We expect that
the weak economy and markets will continue to affect PCL and deposit spreads
negatively; however, a weaker Canadian dollar, attainment of synergies and
strong loan growth should help offset the negative factors.

    Wholesale Banking

    Wholesale Banking reported net income for the quarter of $265 million, an
increase of $102 million, compared with the first quarter of last year, and an
increase of $493 million compared with the prior quarter. The increase in net
income was primarily driven by strong interest rate and foreign exchange
revenue and an increase in client activity. Results in the quarter were also
impacted by net security losses in the equity investment portfolio and an
increase in credit valuation adjustments, partially offset by a recovery from
the cancellation of a loan commitment. The annualized return on invested
capital was 22% in the current quarter, compared with 21% in the first quarter
of last year and (21)% in the prior quarter.
    Wholesale Banking revenue was derived primarily from capital markets,
investing and corporate lending activities. Revenue for the quarter was $839
million, compared with $608 million in the first quarter last year and $(114)
million in the prior quarter. Capital markets revenue increased from the first
quarter last year primarily due to strong interest rate and foreign exchange
revenue, recovery from the cancellation of a loan commitment, higher equity
trading and underwriting revenue, partially offset by an increase in credit
valuation adjustments and losses in credit trading. Strong interest rate and
foreign exchange trading results were mainly driven by an increase in client
activity and good trading results. Equity trading revenue increased primarily
due to higher client-related transaction revenues and better trading results.
Equity underwriting revenue increased on higher corporate equity new issue
activity. Effective August 1, 2008, Wholesale Banking reclassified certain
debt securities in its credit trading business from trading to
available-for-sale (AFS). The AFS portfolio also provided a positive
contribution driven by net interest revenue, partially offset by hedge cost.
The portfolio had securities losses of $51 million related to
other-than-temporary impairment of bonds, almost fully offset by gains on
credit protection held. The bonds in the portfolio remain largely credit
protected. Credit trading losses in the current quarter reflected continued
dislocation in the credit markets, including divergence in the pricing
relationship between assets and credit default swaps (CDS). Capital markets
revenue increased from the previous quarter, primarily due to very strong
interest rates and foreign exchange trading revenue, higher client-driven
equity transaction revenues and lower credit trading losses. Credit trading
losses declined significantly from the prior quarter, which was impacted by a
dramatic decline in global market liquidity. The equity investment portfolio
posted significant net security losses during the quarter, driven by sizeable
declines in North American equity markets. The equity investment portfolio
generated net security gains in the same quarter last year as well as in the
prior quarter. Corporate lending revenues decreased compared with the first
quarter last year and with the prior quarter, primarily due to an increase in
funding costs.
    Provision for credit losses (PCL) is composed of allowances for credit
losses and accrual costs for credit protection. PCL was $66 million in the
quarter, compared with $56 million in the first quarter of last year and $10
million in the prior quarter. The provision for the quarter included specific
allowances of $56 million related to credit exposures in the corporate lending
and merchant banking portfolios as well as the cost of credit protection. The
first quarter last year included specific provision of $43 million related to
two credit exposures in the merchant banking portfolio and the provision for
the prior quarter related to the cost of credit protection. Wholesale Banking
continues to proactively manage the credit risk in the Corporate Loan
portfolio and currently holds $2.4 billion in notional CDS protection.
    Expenses for the quarter were $388 million, an increase of $67 million,
or 21%, compared with the first quarter of last year due primarily to higher
severance, higher variable compensation on stronger results, and investment in
risk and control initiatives. Expenses increased $82 million, or 27%, from the
prior quarter primarily due to higher variable compensation reflecting
stronger results.
    Overall, Wholesale Banking had a good quarter. During the quarter,
Wholesale Banking made good progress in realigning its strategy for credit
trading to a North American focused business including reducing trading
positions outside North America. Wholesale Banking also announced the
strategic decision to rationalize its Asia-Pacific operations and centralize
operations in Singapore. We expect the operating environment to remain
volatile and challenging for the remainder of 2009 which may lead to lower
trading revenues, lower capital market activity, additional PCL, and further
investment security write-downs. Key priorities for 2009 include: solidifying
our position as a top-three dealer in Canada, maintaining close alignment of
trading strategies with franchise businesses and completing the repositioning
of the credit trading business.

    Corporate

    Corporate segment's reported net loss for the quarter was $529 million,
compared with a reported net loss of $134 million in the first quarter last
year and a reported net income of $221 million in the prior quarter. The
adjusted net loss for the quarter was $159 million or an increase in net loss
of $115 million compared with the first quarter last year and an increase in
net loss of $6 million from the previous quarter. Compared with the first
quarter last year, the higher adjusted net loss was driven by the impact of
securitization, hedging and treasury activities, costs associated with
increased corporate financing activity and unfavourable tax items that were
partially offset by the benefit from the Winstar litigation gain. Compared
with the previous quarter, the adjusted net loss was slightly higher. A lower
net securitization loss, the Winstar litigation gain and a decrease in
unallocated corporate expenses in the current quarter were more than offset by
unfavourable tax items, hedging and treasury activities and costs associated
with increased corporate financing activity.
    The difference between reported and adjusted net loss for the Corporate
segment was due to items of note as outlined below. These items are described
more fully on page 6.

    
    -------------------------------------------------------------------------
                                                  For the three months ended
                                            ---------------------------------
                                             Jan. 31     Oct. 31     Jan. 31
    (millions of Canadian dollars)              2009        2008        2008
    -------------------------------------------------------------------------
    Corporate segment net (loss)
     income - reported                         $(529)       $221       $(134)
    -------------------------------------------------------------------------
    Items of note affecting net income,
     net of income taxes:
      Amortization of intangibles                127         126          75
      Reversal of Enron litigation reserve         -        (323)          -
      Change in fair value of derivatives
       hedging the reclassified available-
       for-sale securities portfolio             200        (118)          -
      Change in fair value of credit default
       swaps hedging the corporate loan book,
       net of provision for credit losses        (12)        (59)        (25)
      Other tax items                              -           -          20
      Provision for insurance claims               -           -          20
      General allowance increase in Canadian
       Personal and Commercial Banking
       (excluding VFC) and Wholesale Banking      55           -           -
    -------------------------------------------------------------------------
    Total items of note                          370        (374)         90
    -------------------------------------------------------------------------
    Corporate segment net loss - adjusted      $(159)      $(153)       $(44)
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------

    Decomposition of items included
     in net (loss) income - adjusted
    Net securitization                           (33)        (49)        (13)
    Unallocated Corporate expenses               (60)        (83)        (65)
    Other                                        (66)        (21)         34
    -------------------------------------------------------------------------
    Corporate segment net loss - adjusted      $(159)      $(153)       $(44)
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    

    BALANCE SHEET REVIEW

    Total assets of the Bank were $585 billion as at January 31, 2009, $22
billion, or 4%, higher than at October 31, 2008. The net increase was composed
primarily of an $11 billion increase in securities, a $7 billion increase in
loans (net of allowance for credit losses), an $8 billion increase in other
assets and a $6 billion decrease in securities purchased under reverse
repurchase agreements in U.S. Personal and Commercial Banking. Overall, the
translation effects of a weaker Canadian dollar impacted total assets across
all major categories by approximately $15 billion.

    Securities increased largely due to a $9 billion increase in
available-for-sale securities, of which approximately $3 billion was related
to the translation effects of a weaker Canadian dollar.

    Loans (net of allowances for credit losses) increase of $7 billion was
primarily due to a $4 billion increase in consumer instalment and other
personal loans, due to volume growth in Canadian Personal and Commercial
Banking and U.S. Personal and Commercial Banking; an $8 billion increase in
Wholesale Banking and U.S. Personal and Commercial Banking business and
government loan volumes; slightly offset by a $5 billion decrease in
residential mortgages in Canadian Personal and Commercial Banking due to an
increase in securitization activity. Overall, the translation effects of a
weaker Canadian dollar impacted total loans by approximately $7 billion.

    Other assets increase of $8 billion was primarily attributable to
approximately $3 billion due to the translation effects of a weaker Canadian
dollar, which includes a $2 billion increase in goodwill primarily due to
foreign exchange adjustment related to the acquisition of Commerce; and a $4
billion increase in the market value of derivatives in U.S. Personal and
Commercial Banking and Wholesale Banking.

    Total liabilities of the Bank were $547 billion as at January 31, 2009,
$16 billion, or 3%, higher than at October 31, 2008. The net increase was
composed primarily of a $27 billion increase in total deposits and an $11
billion decrease in other liabilities.

    Deposits were $402 billion as at January 31, 2009, $27 billion, or 7%,
higher than at October 31, 2008 primarily due to a $15 billion increase in
personal deposits driven by a volume increase in Canadian Personal and
Commercial Banking and U.S. Personal and Commercial Banking; a $5 billion
increase in business and government deposits, primarily driven by increases in
Canadian Personal and Commercial Banking volumes which were offset by
decreases in Wholesale Banking volumes; a $2 billion decrease in bank
deposits, driven by volume decreases across most segments; and a $9 billion
increase in Wholesale Banking trading deposits. Overall, the translation
effects of a weaker Canadian dollar impacted total deposits by approximately
$12 billion.

    Other liabilities decreased $11 billion, or 8%, from the prior quarter
largely due to a $4 billion decrease in obligations related to securities sold
short, and a $12 billion decrease in obligations related to securities sold
under repurchase agreements in Wholesale banking, partially offset by a $5
billion increase in Wholesale Banking derivatives due to volatility in
currency and interest rate markets.

    Common shares and preferred shares increased during the quarter,
primarily due to the share issuances of $1.4 billion and $0.9 billion,
respectively.

    CREDIT PORTFOLIO QUALITY

    Gross impaired loans were $1,543 million at January 31, 2009, $386
million higher than at October 31, 2008, largely attributable to a $259
million increase in U.S. Personal and Commercial Banking (of which
approximately $98 million was the foreign exchange effect), a $79 million
increase in personal impaired loans in Canadian Personal and Commercial
Banking, and a $51 million increase in the Wholesale Banking segment.
    Net impaired loans as at January 31, 2009, after deducting specific
allowances, totalled $1,157 million, compared with $805 million as at October
31, 2008.
    The total allowance for credit losses of $1,783 million as at January 31,
2009 comprised total specific allowances of $386 million and a general
allowance of $1,397 million. Specific allowances increased by $34 million from
October 31, 2008. The general allowance for credit losses as at January 31,
2009 was up by $213 million, compared with October 31, 2008, mainly due to an
$80 million increase in the general allowance for the Canadian Personal and
Commercial Banking (excluding VFC) and Wholesale Banking segments, a $74
million increase in general allowance related to the U.S. Personal and
Commercial Banking segment and the effect of foreign exchange. The Bank
establishes general allowances to recognize losses that management estimates
to have occurred in the portfolio at the balance sheet date for loans or
credits not yet specifically identified as impaired.

    
    Changes in Gross Impaired Loans and Acceptances(1)
    -------------------------------------------------------------------------
                                                  For the three months ended
                                            ---------------------------------
                                             Jan. 31     Oct. 31     Jan. 31
    (millions of Canadian dollars)              2009        2008        2008
    -------------------------------------------------------------------------
    Balance at beginning of period            $1,157      $1,001        $569
    Additions                                    990         616         659
    Return to performing status,
     repaid or sold                             (297)       (243)       (197)
    Write-offs                                  (373)       (247)       (212)
    Foreign exchange and other adjustments        66          30          (1)
    -------------------------------------------------------------------------
    Balance at end of period                  $1,543      $1,157        $818
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------

    Allowance for Credit Losses(1)
    -------------------------------------------------------------------------
                                                                       As at
                                            ---------------------------------
                                             Jan. 31     Oct. 31     Jan. 31
    (millions of Canadian dollars)              2009        2008        2008
    -------------------------------------------------------------------------
    Specific allowance                          $386        $352        $264
    General allowance                          1,397       1,184       1,098
    -------------------------------------------------------------------------
    Total allowance for credit losses         $1,783      $1,536      $1,362
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------

    Impaired loans net of specific allowance  $1,157        $805        $554
    Net impaired loans as a
     percentage of net loans                    0.5%        0.3%        0.3%
    Provision for credit losses as a
     percentage of net average loans           0.90%       0.49%       0.54%
    -------------------------------------------------------------------------
    (1) Certain comparative amounts have been restated to conform to the
        presentation adopted in the current period.
    

    Non-prime Loans

    As at January 31, 2009, the Bank's wholly-owned subsidiary, VFC Inc., had
approximately $1.3 billion (October 31, 2008: $1.2 billion) gross exposure to
non-prime loans which mainly consist of automotive loans originated in Canada.
The credit loss rate, defined as the average provision for credit losses
divided by the average month-end loan balance, which is an indicator of credit
quality, is approximately 7% (October 31, 2008: approximately 6%) on an annual
basis. The portfolio continues to perform as expected. These loans are
recorded at amortized cost.

    SECURITIES PORTFOLIO

    Exposure to Non-agency Collateralized Mortgage Obligation (CMO)

    As at January 31, 2009, the amortized cost of the non-agency CMOs held by
the Bank was $10.5 billion (October 31, 2008 - $9.3 billion). These securities
are collateralized primarily by Alt-A and Prime Jumbo mortgages most of which
are pre-payable fixed-rate mortgages without rate reset features. These
securities are mostly investment grade with ratings of BBB and above. At the
acquisition date, this portfolio was recorded at fair value and classified as
available-for-sale. The fair value at acquisition became the new cost basis
for these securities. See Note 31 to the 2008 Consolidated Financial
Statements for more details. The results of Commerce are reported on a one
month lag basis, therefore, the December 31, 2008 balance sheet values of
Commerce assets and liabilities are recorded in the Bank's Interim
Consolidated Balance Sheet as at January 31, 2009.
    At the time of the acquisition and at the end of third quarter of 2008,
the CMO portfolio was recognized at fair value using broker quotes. The
liquidity in the market for these securities has decreased since then, and the
market has become inactive. The trading volume for these securities has
declined significantly relative to historical levels. There has been a
significant widening of the bid-ask spread and there are only a small number
of bidders for these securities in the market. Determination of whether a
market is inactive requires judgement, and the above factors are indicators of
an inactive market. In current markets, the broker quotes cannot be considered
as a primary source of valuation. In the fourth quarter of 2008 and the first
quarter of 2009, the Bank fair valued these securities using a valuation
technique which maximizes the use of observable inputs including broker
quotes. The valuation technique uses assumptions a market participant would
use in valuing these securities. The valuation technique uses various data
points that are observable in the market such as change in the spread on
similar assets and the Bank's cost of funds and broker quotes.
    The fair value of the portfolio as at December 31, 2008 was US$7.1
billion ($8.7 billion) and has declined in January 2009 to US$7.0 billion
($8.6 billion). The decline in fair value of the non-agency CMO portfolio was
not considered to be an other-than-temporary impairment and therefore, an
impairment loss was not recognized. Determination of whether an
other-than-temporary impairment exists requires judgement. The decline in the
fair value of these securities subsequent to acquisition was mainly due to the
current liquidity crisis in the market. An other-than-temporary impairment is
recognized for these securities when the fair value is significantly below the
cost for a prolonged period of time with no expectation of recovery by
maturity. The Bank continues to validate its view on the expected credit loss
by assessing the inputs such as the projected default rate, the loss given
default rate and housing price decline used in the determination of the
expected credit loss. The Bank's view on the expected credit loss on these
securities determined on acquisition has not changed. The following table
discloses the fair value of the securities by vintage year:

    
    Non-agency Alt-A and Prime Jumbo CMO Securities by Vintage Year
    -------------------------------------------------------------------------
    (Table reflects January 31, 2009 numbers and is not based on one month
     lag reporting basis)

                                                         As at Jan. 31, 2009
    -------------------------------------------------------------------------
                                                 Prime
                           Alt-A                 Jumbo                 Total
    -------------------------------------------------------------------------
    (millions    Amor-                 Amor-                Amor-
     of U.S.    tized       Fair      tized       Fair      tized       Fair
     dollars)    cost      value       cost      value       cost      value
    -------------------------------------------------------------------------
    2003         $415       $356       $759       $656     $1,174     $1,012
    2004          741        606        946        827      1,687      1,433
    2005          959        733      1,999      1,653      2,958      2,386
    2006          545        409        813        644      1,358      1,053
    2007          810        636        579        471      1,389      1,107
    -------------------------------------------------------------------------
    Total
     securi-
     ties      $3,470     $2,740     $5,096     $4,251     $8,566     $6,991
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------

    (Table reflects October 31, 2008 numbers and is not based on one month lag
reporting basis)

                                                         As at Oct. 31, 2008
    -------------------------------------------------------------------------
                                                 Prime
                           Alt-A                 Jumbo                 Total
    -------------------------------------------------------------------------
    (millions    Amor-                 Amor-                Amor-
     of U.S.    tized       Fair      tized       Fair      tized       Fair
     dollars)    cost      value       cost      value       cost      value
    -------------------------------------------------------------------------
    2003         $423       $360       $775       $664     $1,198     $1,024
    2004          759        626        972        850      1,731      1,476
    2005          979        787      2,031      1,711      3,010      2,498
    2006          549        429        819        656      1,368      1,085
    2007          818        644        587        478      1,405      1,122
    -------------------------------------------------------------------------
    Total
     secu-
     rities    $3,528     $2,846     $5,184     $4,359     $8,712     $7,205
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    

    CAPITAL POSITION

    The Bank's capital ratios are calculated using the guidelines of the
Office of the Superintendent of Financial Institutions Canada (OSFI).
Effective November 1, 2007, the Bank began calculating its regulatory capital
under the capital adequacy rules issued by OSFI, which are based under the
"International Convergence on Capital Measurement and Capital Standard - A
Revised Framework" (Basel II). The top corporate entity to which Basel II
applies at the consolidated level is The Toronto-Dominion Bank.
    Under Basel II, risk-weighted assets (RWA) are calculated for each of
credit risk, market risk and operational risk. The Bank's RWA were as follows:

    
    Risk-weighted Assets
    -------------------------------------------------------------------------
                                                           As at       As at
                                                         Jan. 31,    Oct. 31,
    (millions of Canadian dollars)                          2009        2008
    -------------------------------------------------------------------------
    Risk-weighted assets (RWA) for:
      Credit risk                                       $176,917    $177,552
      Market risk                                         10,176       9,644
      Operational risk                                    24,622      24,554
    -------------------------------------------------------------------------
    Total RWA                                           $211,715    $211,750
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    

    OSFI's target Tier 1 and Total capital ratios for Canadian banks are 7%
and 10%, respectively. As at October 31, 2008, the Bank's Tier 1 capital ratio
was 9.8%. Effective November 1, 2008, substantial investments held prior to
January 1, 2007, which were previously deducted from Tier 2 capital, are
deducted 50% from Tier 1 capital and 50% from Tier 2 capital. Insurance
subsidiaries continue to be deconsolidated and reported as a deduction from
Tier 2 capital. The Tier 1 capital ratio, as of November 1, 2008, taking into
effect this change was 8.3%. As of January 31, 2009, the Bank's Tier 1 capital
ratio was 10.1%. The increase was largely due to various capital issuances,
including common shares, preferred shares and innovative Tier 1 capital
securities. The Total capital ratio was 13.6% as at January 31, 2009 compared
to 12.0% at year-end. The increase was largely due to the capital issuances.
    The Bank continues to hold sufficient capital levels to ensure that
flexibility is maintained to grow operations, both organically and through
strategic acquisitions. The strong capital ratios are the result of the Bank's
internal capital generation, management of the balance sheet and periodic
issuance of capital securities.
    During the quarter, the Bank issued 35 million common shares for gross
proceeds of $1,380 million which qualify as Tier 1 regulatory capital. Also
during the quarter, the Bank issued $220 million of its 5-Year Rate Reset
Preferred Shares, Series AC, $300 million of its 5-Year Rate Reset Preferred
Shares, Series AE and $375 million of its 5-Year Rate Reset Preferred Shares,
Series AG. On January 26, 2009, a subsidiary of the Bank, TD Capital Trust IV
issued $1,000 million of TD Capital Trust IV Notes, of which $897 million is
included in Tier 1 capital and $103 million in Tier 2B capital. For further
details of equity issues/repurchases, see Notes 5, 6 and 8 to the Interim
Consolidated Financial Statements. For further details of regulatory capital,
see Note 9 to the Interim Consolidated Financial Statements.


    
    MANAGING RISK

    EXECUTIVE SUMMARY
    

    Financial services involve prudently taking risks in order to generate
profitable growth. At the Bank, our goal is to earn a stable and sustainable
rate of return for every dollar of risk we take, while putting significant
emphasis on investing in our businesses to ensure we can meet our future
growth objectives. Our businesses thoroughly examine the various risks to
which they are exposed and assess the impact and likelihood of those risks. We
respond by developing business and risk management strategies for our various
business units taking into consideration the risks and business environment in
which we operate. Through our businesses and operations, we are exposed to a
broad number of risks that have been identified and defined in our Enterprise
Risk Framework. This framework outlines appropriate risk oversight processes
and the consistent communication and reporting of key risks that could hinder
the achievement of our business objectives and strategies. Our risk governance
structure and risk management approach have not substantially changed from
that described in our 2008 Annual Report. Certain risks have been outlined
below. For a complete discussion of our risk governance structure and our risk
management approach, see our 2008 Annual Report.
    Certain sections of this MD&A represent a discussion on risk management
policies and procedures relating to credit, market and liquidity risks and
form an integral part of the Interim Consolidated Financial Statements for the
period ended January 31, 2009. These sections, which are included
non-continuously below, are shaded on pages 19 to 21 of the fully formatted
version of this first quarter 2009 Report to Shareholders, which can be found
on the Bank's website at www.td.com/investor/earnings.jsp.

    
    CREDIT RISK

    Gross credit risk exposures, measured before credit risk mitigants, are
given below:

    Credit Risk Exposures(1) - Standardized and AIRB Approaches
    -------------------------------------------------------------------------
                                         As at                         As at
                                 Jan. 31, 2009                 Oct. 31, 2008
                 ------------------------------------------------------------
    (millions of
     Canadian     Standard-     AIRB     Total  Standard-     AIRB     Total
     dollars)       ized(2)                       ized(2)
    -------------------------------------------------------------------------
    Retail
      Residential
       secured      $9,524  $132,199  $141,723    $7,733  $134,930  $142,663
      Qualifying
       revolving
       retail            -    40,788    40,788         -    41,461    41,461
     Other retail   17,330    21,323    38,653    15,386    20,415    35,801
    -------------------------------------------------------------------------
    Total retail    26,854   194,310   221,164    23,119   196,806   219,925
    -------------------------------------------------------------------------
    Non-retail
     Corporate      52,193   104,291   156,484    44,991   113,119   158,110
     Sovereign       3,418    56,898    60,316       305    57,856    58,161
     Bank            9,024    85,163    94,187     8,302    91,635    99,937
    -------------------------------------------------------------------------
    Total
     non-retail     64,635   246,352   310,987    53,598   262,610   316,208
    -------------------------------------------------------------------------
    Gross credit
     risk
     exposures     $91,489  $440,662  $532,151   $76,717  $459,416  $536,133
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    (1) Gross credit risk exposures represent Exposure at default (EAD) and
        are before the effects of credit risk mitigation. This table excludes
        securitization and equity exposures.
    (2) Beginning the first quarter of 2009, credit risk exposures from the
        Commerce acquisition are reported using the Standardized approach,
        previously reported within the Standardized approach using the
        Interim Approach to Reporting.
    

    MARKET RISK

    A graph that discloses daily Value-at-Risk (VaR) usage and
trading-related income(1) within the Wholesale Banking segment is included on
page 19 of the fully formatted version of this first quarter 2009 Report to
Shareholders, which can be found on TD's website at
www.td.com/investor/earnings.jsp. For the quarter ended January 31, 2009
trading-related income was positive for 70% of the trading days. Losses in the
quarter did not exceed VaR on any trading day.

    
    (1) Trading-related income is the total of trading income reported in
        other income and the net interest income on trading positions
        reported in net interest income. Trading-related income in the above
        graph excludes changes in the fair value of loan commitments.
        Similarly, the loan commitments are not included in the Value-at-Risk
        measure as they are not managed as trading positions. In the current
        quarter, there was a significant recovery realized on the date of the
        cancellation of a loan commitment due to specific circumstances
        related to the borrower.

    The following table presents the average, end of quarter, high and low
Total VaR usage.

    -------------------------------------------------------------------------
    Value-at-Risk Usage
    (millions of Canadian
    dollars)                                           For the quarter ended
                    ---------------------------------------------------------
                                                 Jan. 31,  Oct. 31,  Jan. 31,
                                                    2009      2008      2008
                    ---------------------------------------------------------
                                Aver-                         Aver-     Aver-
                     As at       age      High       Low     age(3)      age
    -------------------------------------------------------------------------
    Interest rate
     and credit
     spread risk     $22.7     $31.4     $46.3     $17.4     $31.6     $15.8
    Equity risk       10.1      13.1      17.1       9.6      10.6       5.3
    Foreign
     exchange risk     5.6       4.2       8.5       1.9       5.2       2.5
    Commodity risk     0.9       1.0       2.4       0.5       1.0       1.0
    Debt specific
     risk             40.3      49.2      67.4      36.0      47.2      19.1
    Diversification
     effect(1)       (32.0)    (38.9)    n/m(2)    n/m(2)    (36.5)    (19.9)
    -------------------------------------------------------------------------
    Total Value-
     at-Risk         $47.6     $60.0     $78.7     $43.2     $59.1     $23.8
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    (1) The aggregate VaR is less then the sum of the VaR of the different
        risk types due to risk offsets resulting from portfolio
        diversification.
    (2) Not meaningful. It is not meaningful to compute a diversification
        effect because the high and low may occur on different days for
        different risk types.
    (3) VaR for the fourth quarter of 2008 does not reflect the
        reclassification of certain debt securities from trading to the
        available-for-sale category effective August 1, 2008.
    

    Interest Rate Risk

    A graph that shows our interest rate risk exposure (as measured by
Economic Value at Risk, or EVaR) on all non-trading assets, liabilities and
derivative instruments used for interest rate risk management instruments is
included on page 20 of the fully formatted version of this first quarter 2009
Report to Shareholders, which can be found on TD's website at
www.td.com/investor/earnings.jsp.
    As at January 31, 2009, an immediate and sustained 100 bps increase in
interest rates would have decreased the economic value of shareholders' equity
by $87.1 million after tax. An immediate and sustained 100 bps decrease in
interest rates would have reduced the economic value of shareholders' equity
by $279.0 million after tax.
    The following table shows the sensitivity of the economic value of
shareholders' equity (after tax) by currency for those currencies where the
Bank has material exposure.

    
    Sensitivity of After-tax Economic Value at Risk by Currency

    -------------------------------------------------------------------------
                                                           As at       As at
                                                         Jan. 31,    Oct. 31,
    (millions of Canadian dollars)                          2009        2008
    -------------------------------------------------------------------------
    Sensitivity of After-tax Economic Value at Risk by Currency

    -------------------------------------------------------------------------
                                                   As at               As at
    (millions of Canadian dollars)         Jan. 31, 2009       Oct. 31, 2008
    -------------------------------------------------------------------------
                                       100 bps   100 bps   100 bps   100 bps
    Currency                          increase  decrease  increase  decrease
    Canadian dollar                      $(6.2)   $(79.3)    $(0.4)   $(27.0)
    U.S. dollar                          (80.9)   (199.7)   (122.4)     (2.0)
    -------------------------------------------------------------------------
    

    Liquidity Risk

    As a financial organization, we must always ensure that we have access to
enough readily-available funds to cover our financial obligations as they come
due, and to sustain and grow our assets and operations under both normal and
stress conditions. In the event of a funding disruption, we need to ensure we
have sufficient liquid assets to continue to function. The process that
ensures adequate access to funds is known as the management of liquidity risk.
    Our overall liquidity requirement is defined as the amount of liquidity
we need to fund expected cash outflows, as well as a prudent liquidity reserve
to fund potential cash outflows in the event of a disruption in the capital
markets or other event that could affect our access to liquidity. We do not
rely on short-term wholesale funding for purposes other than funding
marketable securities or short-term assets.
    To define the amount of liquidity that must be held at all times for a
specified minimum period, we use a conservative base-case scenario stress
test. This scenario ensures that we have sufficient liquidity to cover 100% of
our unsecured wholesale debt coming due, potential retail and commercial
deposit run-off and forecasted operational requirements. In addition, we
provide for coverage of Bank-sponsored funding programs, such as Bankers'
Acceptances we issue on behalf of clients, and Bank-sponsored asset-backed
commercial paper (ABCP). We also use an extended liquidity coverage test to
ensure that we can fund our operations on a fully secured basis for a period
up to one year.
    To meet liquidity requirements we hold assets that can be readily
converted into cash. We also manage our cash flows. To be considered readily
convertible into cash, assets must be currently marketable, of sufficient
credit quality and available for sale. Liquid assets are represented in a
cumulative liquidity gap framework based on settlement timing and market
depth. Assets that are not available without delay because they are needed for
collateral or other similar purposes are not considered readily convertible
into cash.
    While each of our major operations has responsibility for the measurement
and management of its own liquidity risks, we also manage liquidity on an
enterprise-wide basis to ensure consistent and efficient management of
liquidity risk across all of our operations. On January 31, 2009, our
consolidated surplus liquid-asset position, as measured under our base-case
scenario, for up to 90 days was $16.4 billion, compared with a surplus
liquid-asset position of $7.9 billion on October 31, 2008. Our surplus
liquid-asset position is our total liquid assets less our unsecured wholesale
funding requirements, potential non-wholesale deposit run-off and contingent
liabilities coming due in 90 days.
    The base-case scenario models a Bank-specific liquidity stress event and
assumes normal levels of asset liquidity in the markets. In response to
conditions recently experienced in global financial markets which
significantly affected liquidity, Asset/Liability Committee (ALCO) and the
Risk Committee of the Board approved managing to a Systemic Market Event
liquidity stress test scenario as directed by the Global Liquidity Risk
Management policy. Building on the base-case scenario described above, the
Systemic Market Event scenario further adjusts asset liquidity to reflect both
the stressed conditions in the current market environment as well as the
availability of high quality, unencumbered Bank-owned assets eligible as
collateral under secured borrowing programs such as the Bank of Canada Term
Purchase and Resale Agreement (PRA) and National Housing Act Mortgage-Backed
Securities (NHA MBS) auction programs and other central bank programs. In
addition, we assume coverage of increased contingent requirements for
potential draws on committed line of credit facilities. Our policy requires
that a surplus liquid-asset position be maintained for all measured time
periods up to 90 days. As of January 31, 2009, we reported a positive surplus
as required.
    We have contingency plans in place to provide direction in the event of a
liquidity crisis.
    We also regularly review the level of increased collateral our trading
counterparties would require in the event of a downgrade of the Bank's credit
rating. The impact of a one notch downgrade would be minimal and could be
readily managed in the normal course of business.
    In response to current conditions in global financial markets affecting
liquidity, the Global Liquidity Forum meets frequently and closely monitors
global funding market conditions and potential impacts to our funding access
on a daily basis.

    OFF-BALANCE SHEET ARRANGEMENTS

    The Bank carries out certain business activities via arrangements with
special purpose entities (SPEs). We use SPEs to obtain sources of liquidity by
securitizing certain of the Bank's financial assets, to assist our clients in
securitizing their financial assets and to create investment products for our
clients. SPEs may be organized as trusts, partnerships or corporations and
they may be formed as qualifying special purpose entities (QSPEs) or variable
interest entities (VIEs). When an entity is deemed a VIE, the entity must be
consolidated by the primary beneficiary. Consolidated SPEs have been presented
in the Bank's Consolidated Balance Sheet.

    Securitization of Bank-originated Assets

    The Bank securitizes residential mortgages, personal loans and commercial
mortgages to enhance its liquidity position, to diversify sources of funding
and to optimize the management of the balance sheet. All products securitized
by the Bank were originated in Canada and sold to Canadian securitization
structures. Details of these securitization exposures are as follows:

    Securitization of Bank-originated Assets

    The Bank securitizes residential mortgages, personal loans and commercial
mortgages to enhance its liquidity position, to diversify sources of funding
and to optimize the management of the balance sheet. All products securitized
by the Bank were originated in Canada and sold to Canadian securitization
structures. Details of these securitization exposures are as follows:

    
    Total Outstanding Exposures Securitized by the Bank as an
    Originator(1)(2)
    -------------------------------------------------------------------------
    (millions of Canadian
     dollars)                                            As at Jan. 31, 2009
    -------------------------------------------------------------------------
                                       Significant               Significant
                                    unconsolidated            unconsolidated
                                             QSPEs                      SPEs
                             ------------------------------------------------
                                          Carrying                  Carrying
                               Secur-        value       Secur-        value
                               itized  of retained       itized  of retained
                               assets    interests       assets    interests
    -------------------------------------------------------------------------
    Residential mortgage
     loans                         $-           $-      $31,019         $714
    Personal loans              8,100           70            -            -
    Commercial mortgage
     loans                        143            4            -            -
    -------------------------------------------------------------------------
                               $8,243          $74      $31,019         $714
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------


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

                                                         As at Oct. 31, 2008
    -------------------------------------------------------------------------
                                       Significant               Significant
                                    unconsolidated            unconsolidated
                                             QSPEs                      SPEs
                             ------------------------------------------------
                                          Carrying                  Carrying
                                Secur-       value        Secur-       value
                               itized  of retained       itized  of retained
                               assets    interests       assets    interests
    -------------------------------------------------------------------------
    Residential mortgage
     loans                         $-           $-      $24,332         $442
    Personal loans              8,100           80            -            -
    Commercial mortgage
     loans                        148            4            -            -
    -------------------------------------------------------------------------
                               $8,248          $84      $24,332         $442
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    (1) Certain comparative amounts have been restated and reclassified to
        conform to the presentation adopted in the current period.
    (2) In all the securitization transactions that the Bank has undertaken
        for its own assets, it has acted as an originating bank and retained
        securitization exposure.
    

    Residential mortgage loans

    The Bank may be exposed to the risks of transferred loans to the
securitization vehicles through retained interests. There are no expected
credit losses on the retained interests of the securitized residential
mortgages as the mortgages are all government guaranteed.

    Personal loans

    The Bank securitizes personal loans through QSPEs, as well as
single-seller conduits via QSPEs. As at January 31, 2009, the single-seller
conduits had $5.1 billion (October 31, 2008  - $5.1 billion) of commercial
paper outstanding while another Bank-sponsored QSPE had $3.0 billion (October
31, 2008  - $3.0 billion) of term notes outstanding. While the probability of
loss is negligible, as at January 31, 2009, the Bank's maximum potential
exposure to loss for these conduits through the sole provision of liquidity
facilities was $5.1 billion (October 31, 2008  - $5.1 billion) of which $1.1
billion (October 31, 2008  - $1.1 billion) of underlying personal loans was
government insured. Additionally, the Bank had retained interests of $70
million (October 31, 2008  - $80 million) relating to excess spread.

    Commercial mortgage loans

    As at January 31, 2009, the Bank's maximum potential exposure to loss was
$3.6 million (October 31, 2008 - $4 million) through retained interests in the
excess spread and cash collateral account of the QSPE.

    Securitization of Third Party-originated Assets

    The Bank administers multi-seller conduits and provides liquidity
facilities as well as securities distribution services; it may also provide
credit enhancements. Third party-originated assets are securitized through
Bank-sponsored SPEs, which are not consolidated by the Bank. The Bank's
maximum potential exposure to loss due to its ownership interest in commercial
paper and through the provision of global style liquidity facilities for
multi-seller conduits was $10.1 billion (October 31, 2008  - $10.7 billion) as
at January 31, 2009. Further, the Bank has committed an additional $1.6
billion (October 31, 2008 - $1.8 billion) in liquidity facilities for ABCP
that could potentially be issued by the conduits. As at January 31, 2009, the
Bank also provided deal-specific credit enhancement in the amount of $65
million (October 31, 2008 - $78 million).
    All third-party assets securitized by the Bank were originated in Canada
and sold to Canadian securitization structures. Details of the
Bank-administered multi-seller, ABCP conduits are as follows:

    
    -------------------------------------------------------------------------
    Total Exposure to Third Party-originated Assets Securitized by Bank-
    Sponsored Conduits(1)
    -------------------------------------------------------------------------
    (millions of Canadian
     dollars)                                            As at Jan. 31, 2009
    -------------------------------------------------------------------------
                                    Signif-
                                      icant    Ratings profile of   Expected
                                     uncon-       SPE asset class   weighted
                                      soli-   --------------------   average
                                      dated                AA+ to       life
                                       SPEs        AAA        AA-  (years)(2)
    -------------------------------------------------------------------------
    Residential mortgage loans       $3,130     $3,081        $49       1.69
    Credit card loans                   500        500          -       3.47
    Automobile loans and leases       4,120      4,116          4       1.50
    Equipment loans and leases          608        607          1       1.30
    Trade receivables                 1,698      1,672         26       2.75
    -------------------------------------------------------------------------
                                    $10,056     $9,976        $80       1.86
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------


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

                                                As at Oct. 31, 2008
    ----------------------------------------------------------------
                                      Signif-
                                        icant    Ratings profile of
                                       uncon-      SPE asset class
                                        soli-   --------------------
                                        dated                AA+ to
                                         SPEs        AAA        AA-
    ----------------------------------------------------------------
    Residential mortgage loans         $3,428     $3,378        $50
    Credit card loans                     500        500          -
    Automobile loans and leases         4,474      4,470          4
    Equipment loans and leases            638        636          2
    Trade receivables                   1,705      1,679         26
    ----------------------------------------------------------------
                                      $10,745    $10,663        $82
    ----------------------------------------------------------------
    ----------------------------------------------------------------
    (1) Certain comparative amounts have been restated and reclassified to
        conform to the presentation adopted in the current period.
    (2) Expected weighted average life for each asset type is based upon each
        conduit's remaining purchase commitment for revolving pools and the
        expected weighted average life of the assets for amortizing pools.
    

    Exposure to Third Party-sponsored Conduits

    The Bank has exposure to the U.S. arising from providing liquidity
facilities of $453 million (October 31, 2008 - $465 million) to third
party-sponsored conduits of which $22 million (October 31, 2008 - $24 million)
has been drawn. The assets within these conduits primarily comprise
automotive-related financing assets, including loans and leases. During the
three months ended January 31, 2009 and subsequently, these assets have
received significantly different ratings (split ratings) from various credit
rating agencies, ranging from AAA to BB-. The weighted average of the lowest
of the split ratings, in the event that the facilities are drawn, will result
in credit exposure to the Bank of BBB+ (October 31, 2008 - AAA).
    The Bank's exposure to Canadian third party-sponsored conduits in the
form of margin funding facilities as at January 31, 2009, was not significant.

    Other Investment and Financing Products

    Other Financing Transactions

    The Bank enters into transactions with major U.S. corporate clients
through jointly-owned VIEs as a means to provide them with cost efficient
financing. Under these transactions, as at January 31, 2009, the Bank provided
approximately $2.15 billion (October 31, 2008 - $2.13 billion) in financing to
these VIEs. The Bank has received guarantees from or has recourse to major
U.S. banks with A+ to AA- credit ratings on an S&P equivalent basis, fully
covering its investments in these VIEs (October 31, 2008 - AA). At the
inception of the transactions, the counterparties posted collateral in favour
of the Bank and the Bank purchased credit protection to further reduce its
exposure to the U.S. banks. At January 31, 2009, the Bank's net exposure to
the U.S. banks after taking into account collateral and CDS was approximately
$353 million (October 31, 2008 - $960 million). As at January 31, 2009, the
Bank's maximum total exposure to loss before considering guarantees, recourse,
collateral and CDS was approximately $2.15 billion (October 31, 2008 - $2.13
billion). The transactions allow the Bank or the counterparties discretion to
exit the transactions on short notice. As at January 31, 2009, these VIEs had
assets totalling more than $8.0 billion (October 31, 2008 - $8.0 billion).

    Exposure to Collateralized Debt Obligations

    Since the decision was made in 2005 to exit the structured products
business, the Bank no longer originates Collateralized Debt Obligation
vehicles (CDOs). Total CDOs purchased and sold in the trading portfolio as at
January 31, 2009, were as follows:

    
    -------------------------------------------------------------------------
    (millions of Canadian dollars)       Jan. 31, 2009(1)    Oct. 31, 2008(1)
    -------------------------------------------------------------------------
                                                Positive            Positive
                                               (negative)          (negative)
                                      Notional      fair  Notional      fair
                                        amount     value    amount     value
    -------------------------------------------------------------------------
    Funded
      CDOs - Purchased protection via
       TD-issued credit linked notes      $260      $(35)     $283      $(38)

    Unfunded
      CDOs - Sold protection
        - positive fair value              910         -       891         -
        - negative fair value                -      (313)        -      (278)
      CDOs - Purchased protection
        - positive fair value              232       124       261       104
        - negative fair value                -       (24)        -       (28)

    Unfunded - Similar Reference
     Portfolio
      CDOs - Sold protection
        - positive fair value            1,853         5     1,820         5
        - negative fair value                -      (752)        -      (568)
      CDOs - Purchased protection
        - positive fair value            1,918       795     1,883       613
        - negative fair value                -        (5)        -        (5)
    -------------------------------------------------------------------------
    (1) This table excludes standard index tranche CDOs.
    

    The Bank does not have any exposure to U.S. subprime mortgages via the
CDOs. The CDOs are referenced to corporate debt securities. The hedges on the
similar reference portfolio are not entered into with monoline insurers;
rather they are entered into with global financial institutions, such as
universal banks or broker-dealers. All exposures are managed with risk limits
that have been approved by the Bank's risk management group and are hedged
with various financial instruments, including credit derivatives and bonds
within the trading portfolio, not included in this table. Counterparty
exposure on hedges is collateralized under Credit Support Agreements (CSAs)
and netting arrangements, consistent with other over-the-counter (OTC)
derivative contracts. The Bank's CDO positions are fair valued using valuation
techniques with significant non-observable market inputs. The potential effect
of using reasonable possible alternative assumptions for valuing these CDO
positions would range from a reduction in the fair value by $13.1 million to
an increase in the fair value by $12.9 million.

    Leveraged Finance Credit Commitments

    Included in 'Commitments to extend credit' in Note 28 to the 2008
Consolidated Financial Statements are leveraged finance commitments. Leveraged
finance commitments are agreements that provide funding to a wholesale
borrower with higher levels of debt, measured by the ratio of debt capital to
equity capital of the borrower, relative to the industry in which it operates.
The Bank's exposure to leveraged finance commitments as at January 31, 2009,
was not significant (October 31, 2008 - $3.3 billion).

    
    QUARTERLY RESULTS

    The following table provides summary information related to the Bank's
eight most recently completed quarters.

    Quarterly Results(1)
    -------------------------------------------------------------------------
                                                  For the three months ended
                             ------------------------------------------------
                                2009                                    2008
                             ------------------------------------------------
    (millions of
     Canadian dollars)       Jan. 31   Oct. 31   July 31   Apr. 30   Jan. 31
    -------------------------------------------------------------------------
    Net interest income       $2,728    $2,449    $2,437    $1,858    $1,788
    Other income               1,422     1,191     1,600     1,530     1,816
    -------------------------------------------------------------------------
    Total revenue              4,150     3,640     4,037     3,388     3,604
    Provision for credit
     losses                     (537)     (288)     (288)     (232)     (255)
    Non-interest expenses     (3,020)   (2,367)   (2,701)   (2,206)   (2,228)
    Recovery of (provision
     for) income taxes            58       (20)     (122)     (160)     (235)
    Non-controlling interests
     in subsidiaries, net of
     income taxes                (28)      (18)       (8)       (9)       (8)
    Equity in net income of
     an associated company,
     net of income taxes          89        67        79        71        92
    -------------------------------------------------------------------------
    Net income - reported        712     1,014       997       852       970
    Items of note affecting
     net income, net of
     income taxes:
      Amortization of
       intangibles               127       126       111        92        75
      Reversal of Enron
       litigation reserve          -      (323)        -         -         -
      Decrease (increase) in
       fair value of
       derivatives hedging
       the reclassified
       available-for-sale debt
       securities portfolio      200      (118)        -         -         -
      Gain relating to
       restructuring of Visa       -         -         -         -         -
      TD Banknorth
       restructuring,
       privatization and
       merger-related charges      -         -         -         -         -
      Restructuring and
       integration charges
       relating to the
       Commerce acquisition       67        25        15        30         -
      (Increase) decrease in
       fair value of credit
       default swaps hedging
       the corporate loan book,
       net of provision for
       credit losses             (12)      (59)      (22)       (1)      (25)
      Other tax items              -         -        14         -        20
      General allowance
       increase (release) in
       Canadian Personal and
       Commercial Banking
       (excluding VFC) and
       Wholesale Banking          55         -         -         -         -
      Provision for insurance
       claims                      -         -         -         -        20
    -------------------------------------------------------------------------
    Total adjustments for
     items of note, net of
     income taxes                437      (349)      118       121        90
    -------------------------------------------------------------------------
    Net income - adjusted      1,149       665     1,115       973     1,060
    Preferred dividends          (29)      (23)      (17)      (11)       (8)
    -------------------------------------------------------------------------
    Net income available to
     common shareholders
     - adjusted               $1,120      $642    $1,098      $962    $1,052
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    (Canadian dollars)
    -------------------------------------------------------------------------
    Basic earnings per share
      - reported               $0.82     $1.23     $1.22     $1.12     $1.34
      - adjusted                1.35      0.79      1.37      1.33      1.46
    Diluted earnings per share
      - reported                0.82      1.22      1.21      1.12      1.33
      - adjusted                1.34      0.79      1.35      1.32      1.45
    Return on common
     shareholders' equity       8.1%     13.3%     13.4%     13.4%     18.0%
    -------------------------------------------------------------------------


    -----------------------------------------------------
                              For the three months ended
                         --------------------------------
                                                    2007
                         --------------------------------
    (millions of
     Canadian dollars)       Oct. 31   July 31   Apr. 30
    -----------------------------------------------------
    Net interest income       $1,808    $1,783    $1,662
    Other income               1,742     1,899     1,882
    -----------------------------------------------------
    Total revenue              3,550     3,682     3,544
    Provision for credit
     losses                     (139)     (171)     (172)
    Non-interest expenses     (2,241)   (2,216)   (2,297)
    Recovery of (provision
     for) income taxes          (153)     (248)     (234)
    Non-controlling interests
     in subsidiaries, net of
     income taxes                 (8)      (13)      (27)
    Equity in net income of
     an associated company,
     net of income taxes          85        69        65
    -----------------------------------------------------
    Net income - reported      1,094     1,103       879
    Items of note affecting
     net income, net of
     income taxes:
      Amortization of
       intangibles                99        91        80
      Reversal of Enron
       litigation reserve          -         -         -
      Decrease (increase) in
       fair value of
       derivatives hedging
       the reclassified
       available-for-sale debt
       securities portfolio        -         -         -
      Gain relating to
       restructuring of Visa    (135)        -         -
      TD Banknorth
       restructuring,
       privatization and
       merger-related charges      -         -        43
      Restructuring and
       integration charges
       relating to the
       Commerce acquisition        -         -         -
      (Increase) decrease in
       fair value of credit
       default swaps hedging
       the corporate loan book,
       net of provision for
       credit losses               2       (30)       (7)
      Other tax items              -         -         -
      General allowance
       increase (release) in
       Canadian Personal and
       Commercial Banking
       (excluding VFC) and
       Wholesale Banking         (39)        -         -
      Provision for insurance
       claims                      -         -         -
    -----------------------------------------------------
    Total adjustments for
     items of note, net of
     income taxes                (73)       61       116
    -----------------------------------------------------
    Net income - adjusted      1,021     1,164       995
    Preferred dividends           (5)       (2)       (7)
    -----------------------------------------------------
    Net income available to
     common shareholders
     - adjusted               $1,016    $1,162      $988
    -----------------------------------------------------
    -----------------------------------------------------
    (Canadian dollars)
    -----------------------------------------------------
    Basic earnings per share
      - reported               $1.52     $1.53     $1.21
      - adjusted                1.42      1.61      1.37
    Diluted earnings per share
      - reported                1.50      1.51      1.20
      - adjusted                1.40      1.60      1.36
    Return on common
     shareholders' equity      20.8%     21.0%     17.1%
    -----------------------------------------------------
    (1) Certain comparative amounts have been reclassified to conform to the
        presentation adopted in the current period.
    

    ACCOUNTING POLICIES AND ESTIMATES

    The Bank's unaudited Interim Consolidated Financial Statements, presented
on pages 26 to 38 of this Report to Shareholders, have been prepared in
accordance with GAAP. These Interim Consolidated Financial Statements should
be read in conjunction with the Bank's Consolidated Financial Statements for
the year ended October 31, 2008. The accounting policies used in the
preparation of these Consolidated Financial Statements are consistent with
those used in the Bank's 2008 Consolidated Financial Statements, except as
described below.

    Changes in Accounting Policies

    Goodwill, Intangible Assets and Financial Statement Concepts

    Effective November 1, 2008, the Bank adopted the CICA's new accounting
standard, Section 3064, Goodwill and Intangible Assets, which clarifies that
costs can be deferred only when they relate to an item that meets the
definition of an asset, and as a result, start-up costs must be expensed as
incurred. Section 1000, Financial Statement Concepts, was also amended to
provide consistency with Section 3064. These standards did not have a material
effect on the financial position or earnings of the Bank.

    Credit Risk and Fair Value

    Effective November 1, 2008, the Bank adopted EIC 173, Credit Risk and the
Fair Value of Financial Assets and Financial Liabilities. The abstract
clarifies how the Bank's own credit risk and the credit risk of the
counterparty should be taken into account in determining the fair value of
financial assets and financial liabilities, including derivatives. The new
guidance did not have a material effect on the financial position or earnings
of the Bank.

    Critical Accounting Estimates

    The critical accounting estimates remain unchanged from those disclosed
in the Bank's 2008 Annual Report.

    Future Accounting and Reporting Changes

    Conversion to International Financial Reporting Standards in fiscal 2012

    The CICA Accounting Standards Board requires that all Canadian publicly
accountable enterprises adopt International Financial Reporting Standards
(IFRS) for years beginning on or after January 1, 2011. IFRS uses a conceptual
framework similar to Canadian GAAP, but there are some differences in
recognition, measurement and disclosures.
    IFRS will be effective for the Bank for the fiscal 2012 year beginning on
November 1, 2011. This includes restatement of prior year comparative fiscal
2011 financial results for interim and annual periods. Currently, the Bank is
in the planning phase of converting to IFRS. It is not yet possible to fully
determine the impact to the financial statements, as accounting standards and
their interpretations are changing. The conversion to IFRS is a significant
initiative for the Bank, for which substantial resources are being dedicated
to ensure proper implementation.

    CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

    During the most recent interim period, there have been no changes in the
Bank's policies and procedures and other processes that comprise its internal
control over financial reporting, that have materially affected, or are
reasonably likely to materially affect, the Bank's internal control over
financial reporting.


    
    INTERIM CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
    -------------------------------------------------------------------------


    INTERIM CONSOLIDATED BALANCE SHEET (unaudited)
    -------------------------------------------------------------------------
                                                                       As at
                                                 ----------------------------
                                                           Jan. 31   Oct. 31
    (millions of Canadian dollars)                            2009      2008
    -------------------------------------------------------------------------
    ASSETS
    Cash and due from banks                                 $2,850    $2,517
    Interest-bearing deposits with banks                    16,834    15,429
    -------------------------------------------------------------------------
                                                            19,684    17,946
    -------------------------------------------------------------------------
    Securities (Note 2)
    Trading                                                 51,237    53,095
    Designated as trading under the fair value option       10,501     6,402
    Available-for-sale                                      83,978    75,121
    Held-to-maturity                                         9,529     9,507
    -------------------------------------------------------------------------
                                                           155,245   144,125
    -------------------------------------------------------------------------
    Securities purchased under reverse repurchase
     agreements                                             36,707    42,425
    -------------------------------------------------------------------------
    Loans
    Residential mortgages                                   57,991    63,003
    Consumer installment and other personal                 83,797    79,610
    Credit card                                              7,543     7,387
    Business and government                                 78,455    70,650
    Business and government loans designated as trading
     under the fair value option                               441       510
    -------------------------------------------------------------------------
                                                           228,227   221,160
    Allowance for credit losses (Note 3)                    (1,783)   (1,536)
    -------------------------------------------------------------------------
    Loans, net of allowance for credit losses              226,444   219,624
    -------------------------------------------------------------------------
    Other
    Customers' liability under acceptances                  11,776    11,040
    Investment in TD Ameritrade                              5,994     5,159
    Derivatives                                             87,432    83,548
    Goodwill                                                16,662    14,842
    Other intangibles                                        3,308     3,141
    Land, buildings and equipment                            4,202     3,833
    Other assets                                            17,911    17,531
    -------------------------------------------------------------------------
                                                           147,285   139,094
    -------------------------------------------------------------------------
    Total assets                                          $585,365  $563,214
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    LIABILITIES
    -------------------------------------------------------------------------
    Deposits
    Personal                                              $207,416  $192,234
    Banks                                                    7,215     9,680
    Business and government                                133,824   129,086
    Trading                                                 53,775    44,694
    -------------------------------------------------------------------------
                                                           402,230   375,694
    -------------------------------------------------------------------------
    Other
    Acceptances                                             11,776    11,040
    Obligations related to securities sold short            14,560    18,518
    Obligations related to securities sold under
     repurchase agreements                                   6,122    18,654
    Derivatives                                             79,344    74,473
    Other liabilities                                       17,717    17,721
    -------------------------------------------------------------------------
                                                           129,519   140,406
    -------------------------------------------------------------------------
    Subordinated notes and debentures                       12,495    12,436
    -------------------------------------------------------------------------
    Liability for preferred shares (Note 5)                    550       550
    -------------------------------------------------------------------------
    Liability for capital trust securities (Note 6)            895       894
    -------------------------------------------------------------------------
    Non-controlling interests in subsidiaries (Note 7)       1,626     1,560
    -------------------------------------------------------------------------
    SHAREHOLDERS' EQUITY
    Common shares (millions of shares issued and
     outstanding: Jan. 31, 2009 - 848.7 and Oct. 31, 2008
     - 810.1) (Note 8)                                      14,781    13,241
    Preferred shares (millions of shares issued and
     outstanding: Jan. 31, 2009 - 110.8 and Oct. 31, 2008
     - 75.0) (Note 8)                                        2,770     1,875
    Contributed surplus                                        340       350
    Retained earnings                                       17,986    17,857
    Accumulated other comprehensive income (loss)            2,173    (1,649)
    -------------------------------------------------------------------------
                                                            38,050    31,674
    -------------------------------------------------------------------------
    Total liabilities and shareholders' equity            $585,365  $563,214
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------

    Certain comparative amounts have been reclassified to conform to the
    current period's presentation.

    The accompanying notes are an integral part of these Interim Consolidated
    Financial Statements.



    INTERIM CONSOLIDATED STATEMENT OF INCOME (unaudited)
    -------------------------------------------------------------------------
                                                  For the three months ended
                                                 ----------------------------
                                                           Jan. 31   Jan. 31
    (millions of Canadian dollars)                            2009      2008
    -------------------------------------------------------------------------
    Interest income
    Loans                                                   $3,241    $3,396
    Securities
      Dividends                                                262       260
      Interest                                               1,414       975
    Deposits with banks                                        286       114
    -------------------------------------------------------------------------
                                                             5,203     4,745
    -------------------------------------------------------------------------
    Interest expense
    Deposits                                                 1,968     2,254
    Subordinated notes and debentures                          166       158
    Preferred shares and capital trust securities
     (Notes 5, 6)                                               24        23
    Other liabilities                                          317       522
    -------------------------------------------------------------------------
                                                             2,475     2,957
    -------------------------------------------------------------------------
    Net interest income                                      2,728     1,788
    -------------------------------------------------------------------------
    Other income
    Investment and securities services                         511       579
    Credit fees                                                166       101
    Net securities (losses) gains                             (205)      152
    Trading income                                             104       160
    Income (loss) from financial instruments designated
     as trading under the fair value option                     68       (49)
    Service charges                                            381       260
    Loan securitizations (Note 4)                               57        76
    Card services                                              192       119
    Insurance, net of claims                                   230       186
    Trust fees                                                  34        34
    Other                                                     (116)      198
    -------------------------------------------------------------------------
                                                             1,422     1,816
    -------------------------------------------------------------------------
    Total revenue                                            4,150     3,604
    -------------------------------------------------------------------------
    Provision for credit losses (Note 3)                       537       255
    -------------------------------------------------------------------------
    Non-interest expenses
    Salaries and employee benefits                           1,477     1,171
    Occupancy, including depreciation                          308       181
    Equipment, including depreciation                          205       144
    Amortization of other intangibles                          173       122
    Restructuring costs (Note 16)                               27         -
    Marketing and business development                         138       110
    Brokerage-related fees                                      63        59
    Professional and advisory services                         165       111
    Communications                                              59        47
    Other                                                      405       283
    -------------------------------------------------------------------------
                                                             3,020     2,228
    -------------------------------------------------------------------------
    Income before provision for income taxes,
     non-controlling interests in subsidiaries and equity
     in net income of an associated company                    593     1,121
    Provision for (recovery of) income taxes                   (58)      235
    Non-controlling interests in subsidiaries, net of
     income taxes                                               28         8
    Equity in net income of an associated company, net of
     income taxes                                               89        92
    -------------------------------------------------------------------------
    Net income                                                 712       970
    Preferred dividends                                         29         8
    -------------------------------------------------------------------------
    Net income available to common shareholders               $683      $962
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    Average number of common shares outstanding (millions)
     (Note 13)
      Basic                                                  832.6     718.3
      Diluted                                                834.2     724.6
    Earnings per share (in dollars) (Note 13)
      Basic                                                  $0.82     $1.34
      Diluted                                                 0.82      1.33
    Dividends per share (in dollars)                          0.61      0.57
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------

    Certain comparative amounts have been reclassified to conform to the
    current period's presentation.

    The accompanying notes are an integral part of these Interim Consolidated
    Financial Statements.



    INTERIM CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
    (unaudited)
    -------------------------------------------------------------------------
                                                  For the three months ended
                                                 ----------------------------
                                                           Jan. 31   Jan. 31
    (millions of Canadian dollars)                            2009      2008
    -------------------------------------------------------------------------
    Common shares (Note 8)
    Balance at beginning of period                         $13,241    $6,577
    Proceeds from shares issued on exercise of options          39        42
    Proceeds from issuance of new shares                     1,381         -
    Shares issued as a result of dividend reinvestment
     plan                                                      128        21
    Impact of shares acquired for trading purposes(1)           (8)       (8)
    -------------------------------------------------------------------------
    Balance at end of period                                14,781     6,632
    -------------------------------------------------------------------------
    Preferred shares (Note 8)
    Balance at beginning of period                           1,875       425
    Share issues                                               895       450
    -------------------------------------------------------------------------
    Balance at end of period                                 2,770       875
    -------------------------------------------------------------------------
    Contributed surplus
    Balance at beginning of period                             350       119
    Stock options (Note 11)                                    (10)        2
    -------------------------------------------------------------------------
    Balance at end of period                                   340       121
    -------------------------------------------------------------------------
    Retained earnings
    Balance at beginning of period                          17,857    15,954
    Net income                                                 712       970
    Common dividends                                          (516)     (410)
    Preferred dividends                                        (29)       (8)
    Share issue expenses                                       (38)       (7)
    -------------------------------------------------------------------------
    Balance at end of period                                17,986    16,499
    -------------------------------------------------------------------------
    Accumulated other comprehensive income (loss), net of
     income taxes (Note 10)
    Balance at beginning of period                          (1,649)   (1,671)
    Other comprehensive income for the period                3,822       484
    -------------------------------------------------------------------------
    Balance at end of period                                 2,173    (1,187)
    -------------------------------------------------------------------------
    Total shareholders' equity                             $38,050   $22,940
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    (1) Purchased by subsidiaries of the Bank, which are regulated securities
        entities in accordance with Regulation 92-313 under the Bank Act.



    INTERIM CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (unaudited)
    -------------------------------------------------------------------------
                                                  For the three months ended
                                                 ----------------------------
                                                           Jan. 31   Jan. 31
    (millions of Canadian dollars)                            2009      2008
    -------------------------------------------------------------------------
    Net income                                                $712      $970
    -------------------------------------------------------------------------
    Other comprehensive income (loss), net of income taxes
      Change in unrealized (losses) gains on
       available-for-sale securities, net of hedging
       activities(a)                                       $(1,223)     $253
      Reclassification to earnings of losses (gains) in
       respect of available-for-sale securities(b)              31       (28)
      Change in foreign currency translation gains
       (losses) on investments in subsidiaries, net of
       hedging activities (c),(d)                            3,561      (231)
      Change in gains on derivative instruments
       designated as cash flow hedges(e)                     1,603       496
      Reclassification to earnings of gains on cash flow
       hedges(f)                                              (150)       (6)
    -------------------------------------------------------------------------
      Other comprehensive income for the period              3,822       484
    -------------------------------------------------------------------------
    Comprehensive income for the period                     $4,534    $1,454
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    (a) Net of income tax benefit of $688 million (2008 - tax expense of
        $153 million).
    (b) Net of income tax benefit of $16 million (2008 - tax expense of
        $10 million).
    (c) Net of income tax benefit of $80 million (2008 - $281 million).
    (d) Includes $193 million (2008 - $632 million) of after-tax losses
        arising from hedges of the Bank's investment in foreign operations.
    (e) Net of income tax expense of $741 million (2008 - $223 million).
    (f) Net of income tax expense of $64 million (2008 - $2 million).

    Certain comparative amounts have been reclassified to conform to the
    current period's presentation.

    The accompanying notes are an integral part of these Interim Consolidated
    Financial Statements.



    INTERIM CONSOLIDATED STATEMENT OF CASH FLOWS (unaudited)
    -------------------------------------------------------------------------
                                                  For the three months ended
                                                 ----------------------------
                                                           Jan. 31   Jan. 31
    (millions of Canadian dollars)                            2009      2008
    -------------------------------------------------------------------------
    Cash flows from (used in) operating activities
    Net income                                                $712      $970
    Adjustments to determine net cash flows from (used in)
     operating activities:
      Provision for credit losses                              537       255
      Restructuring costs (Note 16)                             27         -
      Depreciation                                             139        82
      Amortization of other intangibles                        173       122
      Stock options                                              6         5
      Net securities gains                                     205      (152)
      Net gain on securitizations (Note 4)                     (24)      (23)
      Equity in net income of an associated company            (89)      (92)
      Non-controlling interests                                 28         8
      Future income taxes                                       32       112
    Changes in operating assets and liabilities:
      Current income taxes payable                            (309)     (998)
      Interest receivable and payable                          227        48
      Trading securities                                    (2,241)    4,014
      Unrealized gains and amounts receivable on
       derivative contracts                                 (3,884)      572
      Unrealized losses and amounts payable on derivative
       contracts                                             4,871    (3,042)
      Other                                                  2,299    (4,274)
    -------------------------------------------------------------------------
    Net cash from (used in) operating activities             2,709    (2,393)
    -------------------------------------------------------------------------
    Cash flows from (used in) financing activities
    Change in deposits                                      26,536     9,290
    Change in securities sold under repurchase agreements  (12,532)      943
    Change in securities sold short                         (3,958)    1,602
    Issue of subordinated notes and debentures                   -     2,500
    Repayment of subordinated notes and debentures             (18)        -
    Liability for preferred shares and capital trust
     securities                                                  1         -
    Translation adjustment on subordinated notes and
     debentures issued in a foreign currency and other          77       (10)
    Commons shares issued for cash, net of expenses          1,356         -
    Common shares issued on exercise of options                 23        39
    Common shares acquired in Wholesale Banking                 (8)       (8)
    Dividends paid in cash on common shares                   (388)     (389)
    Net proceeds from issuance of preferred shares             882       443
    Dividends paid on preferred shares                         (29)       (8)
    -------------------------------------------------------------------------
    Net cash from financing activities                      11,942    14,402
    -------------------------------------------------------------------------
    Cash flows from (used in) investing activities
    Interest-bearing deposits with banks                    (1,405)    1,647
    Activity in available-for-sale, held-to-maturity and
     investment securities:
      Purchases                                            (27,183)   (9,676)
      Proceeds from maturities                               8,469     3,349
      Proceeds from sales                                    7,816     5,361
    Activity in lending activities:
      Origination and acquisitions                         (49,279)  (37,694)
      Proceeds from maturities                              33,647    30,344
      Proceeds from sales                                      103       161
      Proceeds from loan securitizations (Note 4)            8,273     1,346
    Land, buildings and equipment                             (508)      (77)
    Securities purchased under reverse repurchase
     agreements                                              5,718    (6,586)
    -------------------------------------------------------------------------
    Net cash used in investing activities                  (14,349)  (11,825)
    -------------------------------------------------------------------------
    Effect of exchange rate changes on cash and cash
     equivalents                                                31        62
    -------------------------------------------------------------------------
    Net increase in cash and cash equivalents                  333       246
    Cash and cash equivalents at beginning of period         2,517     1,790
    -------------------------------------------------------------------------
    Cash and cash equivalents at end of period,
     represented by cash and due from banks                 $2,850    $2,036
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    Supplementary disclosure of cash flow information
    Amount of interest paid during the period               $3,200    $2,993
    Amount of income taxes paid during the period            1,750     1,036
    -------------------------------------------------------------------------

    Certain comparative amounts have been reclassified to conform to the
    current period's presentation.

    The accompanying notes are an integral part of these Interim Consolidated
    Financial Statements.



    NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
    -------------------------------------------------------------------------

    Note 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
    -------------------------------------------------------------------------

    BASIS OF PRESENTATION

    These Interim Consolidated Financial Statements have been prepared in
    accordance with Canadian generally accepted accounting principles (GAAP)
    and follow the same accounting policies and methods of application as the
    Bank's audited Consolidated Financial Statements for the year ended
    October 31, 2008, except as described in Note 1. Under GAAP, additional
    disclosures are required in the annual financial statements and
    accordingly, these Interim Consolidated Financial Statements should be
    read in conjunction with the 2008 Consolidated Financial Statements and
    the accompanying notes included on pages 92 to 135 and the shaded
    sections of the 2008 Annual MD&A included on pages 68 to 76 of the Bank's
    2008 Annual Report. Certain disclosures are included in the Management
    Discussion & Analysis (MD&A) as permitted by GAAP and as discussed on
    pages 19 to 21 of the MD&A in this report. These disclosures are shaded
    in the MD&A and form an integral part of the Interim Consolidated
    Financial Statements. The Interim Consolidated Financial Statements
    include all adjustments which are, in the opinion of management,
    necessary for a fair presentation of the results for the periods
    presented.

    CHANGES IN ACCOUNTING POLICIES

    Goodwill, Intangible Assets and Financial Statement Concepts

    Effective November 1, 2008, the Bank adopted the Canadian Institute of
    Chartered Accountant's (CICA's) new accounting standard, Section 3064,
    Goodwill and Intangible Assets, which clarifies that costs can be
    deferred only when they relate to an item that meets the definition of an
    asset, and as a result, start-up costs must be expensed as incurred.
    Section 1000, Financial Statement Concepts, was also amended to provide
    consistency with the new standard. The adoption of these standards did
    not have a material impact on the financial position or earnings of the
    Bank.

    Credit Risk and Fair Value

    Effective November 1, 2008, the Bank adopted EIC 173, Credit Risk and the
    Fair Value of Financial Assets and Financial Liabilities. The abstract
    clarifies how the Bank's own credit risk and the credit risk of the
    counterparty should be taken into account in determining the fair value
    of financial assets and financial liabilities, including derivatives. The
    new guidance did not have a material effect on the financial position or
    earnings of the Bank.

    FUTURE CHANGES IN ACCOUNTING POLICIES

    Conversion to International Financial Reporting Standards

    The CICA Accounting Standards Board requires that all Canadian publicly
    accountable enterprises adopt International Financial Reporting Standards
    (IFRS) for years beginning on or after January 1, 2011. IFRS uses a
    conceptual framework similar to Canadian GAAP, but there are some
    differences in recognition, measurement and disclosures.

    IFRS will be effective for the Bank for the fiscal 2012 year beginning on
    November 1, 2011. This includes restatement of prior year comparative
    fiscal 2011 financial results for interim and annual periods. Currently,
    the Bank is in the planning phase of converting to IFRS. It is not yet
    possible to fully determine the impact to the financial statements, as
    accounting standards and their interpretations are changing. The
    conversion to IFRS is a significant initiative for the Bank, for which
    substantial resources are being dedicated to ensure proper
    implementation.


    Note 2: SECURITIES
    -------------------------------------------------------------------------

    Impairment of Available-for-sale Securities

    Available-for-sale securities are written down to fair value through net
    income whenever it is necessary to reflect other-than-temporary
    impairment. During the three months ended January 31, 2009, the Bank
    recognized approximately $212 million of impairment losses on available-
    for-sale securities that were deemed to be other-than-temporary,
    primarily related to the Wholesale Banking segment.

    Reclassification of Certain Debt Securities

    As described in more detail in Notes 1 and 2 to the Consolidated
    Financial Statements for the year ended October 31, 2008, as a result of
    deterioration in markets and severe dislocation in the credit market, the
    Bank changed its trading strategy with respect to certain trading debt
    securities and reclassified these debt securities from trading to the
    available-for-sale category effective August 1, 2008 in accordance with
    the Amendments to CICA Section 3855, Financial Instruments - Recognition
    and Measurement and Section 3862, Financial Instruments - Disclosure.

    On August 1, 2008, the fair value of debt securities reclassified from
    trading to available-for-sale was $6,979 million. In addition, on the
    date of reclassification, these debt securities had a weighted average
    effective interest rate of 6.99% with expected recoverable cash flows, on
    an undiscounted basis, of $9,732 million. The fair value of the
    reclassified debt securities was $7,220 million as at January 31, 2009
    (October 31, 2008 - $7,355 million). During the three months ended
    January 31, 2009, net interest income of $106 million after tax (three
    months ended October 31, 2008 - $110 million after tax) was recorded
    relating to the reclassified debt securities. For the three months ended
    January 31, 2009, the decrease in fair value of $65 million after tax
    (three months ended October 31, 2008 - decrease of $561 million after
    tax) for these securities was recorded in other comprehensive income. Had
    the Bank not reclassified these debt securities, the change in the fair
    value of these debt securities would have been included as part of
    trading income, the impact of which would have resulted in a reduction of
    net income of $65 million after tax for the three months ended
    January 31, 2009 (three months ended October 31, 2008 - reduction of
    $561 million after tax). Included in the impairment losses on available-
    for-sale securities disclosed above, $51 million related to debt
    securities in the reclassified portfolio (three months ended October 31,
    2008 - nil). These losses were primarily offset by gains on credit
    protection held which were recorded in other income. For the three months
    ended January 31, 2008, the Bank recognized the change in the fair value
    of these debt securities in its trading income.


    Note 3: ALLOWANCE FOR CREDIT LOSSES
    -------------------------------------------------------------------------

    The Bank maintains an allowance it considers adequate to absorb all
    credit-related losses in a portfolio of instruments that are both on and
    off the Consolidated Balance Sheet. Assets in the portfolio which are
    included on the Interim Consolidated Balance Sheet are deposits with
    banks, loans other than loans designated as trading under the fair value
    option, mortgages and acceptances. Items which are not recorded on the
    Interim Consolidated Balance Sheet include certain guarantees, letters of
    credit and undrawn lines of credit. The allowance, including the
    allowance for acceptances and off-balance sheet items, is deducted from
    loans in the Consolidated Balance Sheet. The change in the Bank's
    allowance for credit losses for the three months ended January 31 is
    shown in the following table.

    Allowance for Credit Losses
    -------------------------------------------------------------------------
                                    Jan. 31, 2009              Jan. 31, 2008
                       ------------------------------------------------------
    (millions of        Specific  General          Specific  General
     Canadian dollars) allowance allowance  Total allowance allowance  Total
    -------------------------------------------------------------------------
    Balance at beginning
     of period             $352   $1,184   $1,536     $203   $1,092   $1,295
    Provision for credit
     losses                 362      175      537      235       20      255
    Write-offs             (373)       -     (373)    (212)       -     (212)
    Recoveries               24        -       24       32        -       32
    Other(1)                 21       38       59        6      (14)      (8)
    -------------------------------------------------------------------------
    Allowance for credit
     losses at end of
     period                $386   $1,397   $1,783     $264   $1,098   $1,362
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    (1) Includes foreign exchange rate changes, net of losses on loan sales.


    Note 4: LOAN SECURITIZATIONS
    -------------------------------------------------------------------------

    The following tables summarize the Bank's securitization activity for its
    own assets securitized. In most cases, the Bank retained responsibility
    for servicing the assets securitized.

    Securitization Activity
    -------------------------------------------------------------------------
                                                  For the three months ended
    -------------------------------------------------------------------------
                                                               Jan. 31, 2009
                    ---------------------------------------------------------
                     Residential                Credit Commercial
    (millions of        mortgage   Personal       card   mortgage
     Canadian dollars)     loans      loans      loans      loans      Total
    -------------------------------------------------------------------------
    Gross proceeds        $8,273     $1,079         $-         $-     $9,352
    Retained interests       276          2          -          -        278
    Cash flows received
     on retained
     interests                73         21          -          1         95
    -------------------------------------------------------------------------


    -------------------------------------------------------------------------
                                                  For the three months ended
    -------------------------------------------------------------------------
                                                               Jan. 31, 2008
                    ---------------------------------------------------------
                     Residential                Credit Commercial
    (millions of        mortgage   Personal       card   mortgage
     Canadian dollars)     loans      loans      loans      loans      Total
    -------------------------------------------------------------------------
    Gross proceeds        $1,346     $1,453       $800         $1     $3,600
    Retained interests        23         12          6          -         41
    Cash flows received
     on retained
     interests                54         27         14          1         96
    -------------------------------------------------------------------------

    The following table summarizes the impact of securitizations on the
    Bank's Interim Consolidated Statement of Income.

    Securitization Gains and Income on Retained Interests
    -------------------------------------------------------------------------
                                                  For the three months ended
    -------------------------------------------------------------------------
                                                               Jan. 31, 2009
                    ---------------------------------------------------------
                     Residential                Credit Commercial
    (millions of        mortgage   Personal       card   mortgage
     Canadian dollars)     loans      loans      loans      loans      Total
    -------------------------------------------------------------------------
    Gain on sale             $22         $2         $-         $-        $24
    Income on retained
     interests(1)             28          5          -          -         33
    -------------------------------------------------------------------------
    Total                    $50         $7         $-         $-        $57
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------


    -------------------------------------------------------------------------
                                                  For the three months ended
    -------------------------------------------------------------------------
                                                               Jan. 31, 2008
                    ---------------------------------------------------------
                     Residential                Credit Commercial
    (millions of        mortgage   Personal       card   mortgage
     Canadian dollars)     loans      loans      loans      loans      Total
    -------------------------------------------------------------------------
    Gain on sale              $5        $12         $6         $-        $23
    Income on retained
     interests(1)             24          7         22          -         53
    -------------------------------------------------------------------------
    Total                    $29        $19        $28         $-        $76
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    (1) Excludes income arising from changes in fair values. Unrealized gains
        and losses on retained interests arising from changes in fair value
        are included in trading income.

    The key assumptions used to value the retained interests at the date of
    the securitization activities are as follows:

    Key Assumptions
    -------------------------------------------------------------------------
                                                                        2009
                               ----------------------------------------------
                                Residential                Credit Commercial
                                   mortgage   Personal       card   mortgage
                                      loans      loans      loans      loans
    -------------------------------------------------------------------------
    Prepayment rate(1)                18.6%       5.5%        N/A       5.2%
    Excess spread(2)                    1.0        0.4        N/A        1.0
    Discount rate                       3.2        3.9        N/A        8.1
    Expected credit losses(3)             -          -        N/A        0.1
    -------------------------------------------------------------------------


    -------------------------------------------------------------------------
                                                                        2008
                               ----------------------------------------------
                                Residential                Credit Commercial
                                   mortgage   Personal       card   mortgage
                                      loans      loans      loans      loans
    -------------------------------------------------------------------------
    Prepayment rate(1)                20.0%       6.1%      44.0%       8.7%
    Excess spread(2)                    0.6        1.1        6.9        1.0
    Discount rate                       5.9        5.8        6.4        8.3
    Expected credit losses(3)             -          -        2.4        0.1
    -------------------------------------------------------------------------
    (1) Represents monthly payment rate for secured personal and credit card
        loans.
    (2) The excess spread for credit card loans reflects the net portfolio
        yield, which is interest earned less funding costs and losses.
    (3) There are no expected credit losses for residential mortgage loans as
        the loans are government-guaranteed.

    During the three months ended January 31, 2009, there were maturities of
    previously securitized loans and receivables of $1,079 million (three
    months ended January 31, 2008 - $2,254 million). Proceeds from new
    securitizations were $8,273 million for the three months ended
    January 31, 2009 (three months ended January 31, 2008 - $1,346 million).


    Note 5: LIABILITY FOR PREFERRED SHARES
    -------------------------------------------------------------------------

    The Bank's liability for preferred shares is as follows:

    Preferred Shares
    -------------------------------------------------------------------------
                                                          Jan. 31,   Oct. 31,
    (millions of Canadian dollars)                           2009       2008
    -------------------------------------------------------------------------
    Preferred shares issued by the Bank (thousands of
     shares):
    Class A - 14,000 Series M                                $350       $350
    Class A - 8,000 Series N                                  200        200
    -------------------------------------------------------------------------
    Total liability for preferred shares                     $550       $550
    -------------------------------------------------------------------------


    Note 6: CAPITAL TRUST SECURITIES
    -------------------------------------------------------------------------

    The following table summarizes the Capital Trust Securities issued by the
    Trusts that were established by the Bank.

    Capital Trust Securities
    -------------------------------------------------------------------------
                                                          Jan. 31,   Oct. 31,
    (millions of Canadian dollars)                           2009       2008
    -------------------------------------------------------------------------
    Trust units issued by TD Capital Trust (thousands
     of units)
      900 Capital Trust Securities - Series 2009(1)          $895       $894

    Trust units issued by TD Capital Trust II(2)
     (thousands of units)
      350 TD Capital Trust II Securities - Series 2012-1      350        350

    Trust units issued by TD Capital Trust III (thousands
     of units)
      1,000 TD Capital Trust III Securities
       - Series 2008(3)                                       990        990

    Debt issued by TD Capital Trust IV (2) (thousands
     of units)
      550 TD Capital Trust IV Notes - Series 1                550          -
      450 TD Capital Trust IV Notes - Series 2                450          -
    -------------------------------------------------------------------------
    (1) Included in liability for Capital Trust Securities on the Interim
        Consolidated Balance Sheet.
    (2) Trust II & Trust IV are variable interest entities. As the Bank is
        not the primary beneficiary of the trusts, the Bank does not
        consolidate them. The senior deposit notes that were issued to
        Trust II & Trust IV are reflected in deposits on the Interim
        Consolidated Balance Sheet.
    (3) Included in non-controlling interest in subsidiaries. See Note 7.

    TD Capital IV Notes

    On January 26, 2009, TD Capital Trust IV (Trust IV), a trust established
    under the laws of the Province of Ontario, issued $550,000,000 of 9.523%
    TD Capital Trust IV Notes - Series 1 due June 30, 2108 (TD CaTS IV -
    Series 1) and $450,000,000 of 10.00% TD Capital Trust IV Notes - Series 2
    due June 30, 2108 (TD CaTS IV - Series 2) (collectively, the TD CaTS IV
    Notes). The proceeds from the issuance were invested in Bank deposits. TD
    CaTS IV Notes qualify as Tier 1 capital of the Bank.

    TD CaTS IV - Series 1 will pay interest, at a rate of 9.523%, in equal
    semi-annual instalments on June 30 and December 31 of each year until
    June 30, 2019. Starting on June 30, 2019 and on every fifth anniversary
    thereafter until June 30, 2104 (Series 1 Interest Reset Date), the
    interest rate on the TD CaTS IV - Series 1 will reset to equal the
    Government of Canada (GOC) yield plus 10.125%. TD CaTS IV - Series 2 will
    pay interest, at a rate of 10.00%, in equal semi-annual instalments on
    June 30 and December 31 of each year until June 30, 2039. Starting on
    June 30, 2039 and on every fifth anniversary thereafter until June 30,
    2104 (Series 2 Interest Reset Date), the interest rate on the TD CaTS IV
    - Series 2 will reset to equal the GOC yield plus 9.735%.

    On or after June 30, 2014, the Trust may redeem the TD CaTS IV - Series
    1, subject to regulatory consent, for a price per $1,000 principal amount
    of TD CaTS IV - Series 1 redeemed (a) on any day that is not a Series 1
    Interest Reset Date equal to the greater of par and a price calculated to
    provide an annual yield equal to the yield of a GOC bond maturing on the
    next Series 1 Interest Reset Date plus (i) 1.6875% if the redemption date
    is prior to June 30, 2019 or (ii) 3.375% if the redemption date is on or
    after June 30, 2019 or (b) on a Series 1 Interest Reset Date equal to
    par, together in each case with accrued and unpaid interest. On or after
    June 30, 2014, the Trust may redeem the TD CaTS IV - Series 2, subject to
    regulatory consent, for a price per $1,000 principal amount of TD CaTS IV
    - Series 2 redeemed (a) on any day that is not a Series 2 Interest Reset
    Date equal to the greater of par and a price calculated to provide an
    annual yield equal to the yield of a GOC bond maturing on the next Series
    2 Interest Reset Date plus (i) 1.62% if the redemption date is prior to
    June 30, 2039 or (ii) 3.24% if the redemption date is on or after June
    30, 2039 or (b) on a Series 2 Interest Reset Date equal to par, together
    in each case with accrued and unpaid interest.

    Holders of TD CaTS IV Notes may, in certain circumstances, be required to
    invest interest paid on the TD CaTS IV Notes in non-cumulative Class A
    First Preferred Shares of the Bank. In addition, in certain
    circumstances, the TD CaTS IV Notes will be exchanged automatically,
    without the consent of the holders, for non-cumulative Class A First
    Preferred Shares, Series A10 of the Bank.


    Note 7: NON-CONTROLLING INTERESTS IN SUBSIDIARIES
    -------------------------------------------------------------------------

    -------------------------------------------------------------------------
                                                          Jan. 31,   Oct. 31,
    (millions of Canadian dollars)                           2009       2008
    -------------------------------------------------------------------------
    REIT preferred stock, Series A                           $599       $523
    TD Capital Trust III Securities - Series 2008             990        990
    Other                                                      37         47
    -------------------------------------------------------------------------
    Total non-controlling interests in subsidiaries        $1,626     $1,560
    -------------------------------------------------------------------------


    Note 8: SHARE CAPITAL
    -------------------------------------------------------------------------

    Common Shares

    The Bank is authorized by the shareholders to issue an unlimited number
    of common shares, without par value, for unlimited consideration. The
    common shares are not redeemable or convertible. Dividends are typically
    declared by the Board of Directors of the Bank on a quarterly basis and
    the amount may vary from quarter to quarter.

    Shares Issued and Outstanding
    -------------------------------------------------------------------------
                                                  For the three months ended
                                   ------------------------------------------
                                         Jan. 31, 2009         Jan. 31, 2008
                                   ------------------------------------------
                                     Number                Number
    (millions of shares and              of                    of
     millions of Canadian dollars)   shares     Amount     shares     Amount
    -------------------------------------------------------------------------
    Common:
    Balance at beginning of period    810.1    $13,241      717.8     $6,577
    Issued on exercise of options       0.7         39        1.0         42
    Issued for cash                    34.9      1,381          -          -
    Issued as a result of dividend
     reinvestment plan                  3.2        128        0.3         21
    Impact of shares acquired for
     trading purposes(1)               (0.2)        (8)      (0.1)        (8)
    -------------------------------------------------------------------------
    Balance at end of period
     - common                         848.7    $14,781      719.0     $6,632
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    Preferred (Class A):
    Series O                           17.0       $425       17.0       $425
    Series P                           10.0        250       10.0        250
    Series Q                            8.0        200        8.0        200
    Series R                           10.0        250          -          -
    Series S                           10.0        250          -          -
    Series Y                           10.0        250          -          -
    Series AA                          10.0        250          -          -
    Series AC                           8.8        220          -          -
    Series AE                          12.0        300          -          -
    Series AG                          15.0        375          -          -
    -------------------------------------------------------------------------
    Balance at end of period
     - preferred                      110.8     $2,770       35.0       $875
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    (1) Purchased by subsidiaries of the Bank, which are regulated securities
        entities in accordance with Regulation 92-313 under the Bank Act.

    COMMON SHARES

    On December 5, 2008, the Bank issued 35 million common shares for gross
    cash consideration of $1.4 billion. The common share issue qualifies as
    Tier 1 capital of the Bank.

    PREFERRED SHARES

    5-Year Rate Reset Preferred Shares, Series AC

    On November 5, 2008, the Bank issued 8.8 million non-cumulative 5-Year
    Rate Reset Preferred Shares, Series AC for gross cash consideration of
    $220 million. Quarterly non-cumulative cash dividends, if declared, will
    be paid at a per annum rate of 5.60% for the initial period from and
    including November 5, 2008 to but excluding January 31, 2014. Thereafter,
    the dividend rate will reset every five years to equal the then five year
    Government of Canada bond yield plus 2.74%. Holders of the Series AC
    shares will have the right to convert their shares into non-cumulative
    Floating Rate Preferred Shares, Series AD, subject to certain conditions,
    on January 31, 2014, and on January 31 every five years thereafter and
    vice versa. The Series AC shares are redeemable by the Bank for cash,
    subject to regulatory consent, at $25.00 per share on January 31, 2014
    and on January 31 every five years thereafter. The Series AC shares
    qualify as Tier 1 capital of the Bank.

    5-Year Rate Reset Preferred Shares, Series AE

    On January 14, 2009, the Bank issued 12 million non-cumulative 5-Year
    Rate Reset Preferred Shares, Series AE for gross cash consideration of
    $300 million. Quarterly non-cumulative cash dividends, if declared, will
    be paid at a per annum rate of 6.25% for the initial period from and
    including January 14, 2009 to but excluding April 30, 2014. Thereafter,
    the dividend rate will reset every five years to equal the then five year
    Government of Canada bond yield plus 4.37%. Holders of the Series AE
    shares will have the right to convert their shares into non-cumulative
    Floating Rate Class A Preferred Shares, Series AF, subject to certain
    conditions, on April 30, 2014, and on April 30 every five years
    thereafter and vice versa. The Series AE shares are redeemable by the
    Bank for cash, subject to regulatory consent, at $25.00 per share on
    April 30, 2014 and on April 30 every five years thereafter. The Series AE
    shares qualify as Tier 1 capital of the Bank.

    5-Year Rate Reset Preferred Shares, Series AG

    On January 30, 2009, the Bank issued 15 million non-cumulative 5-Year
    Rate Reset Preferred Shares, Series AG for gross cash consideration of
    $375 million. Quarterly non-cumulative cash dividends, if declared, will
    be paid at a per annum rate of 6.25% for the initial period from and
    including January 30, 2009 to but excluding April 30, 2014. Thereafter,
    the dividend rate will reset every five years to equal the then five year
    Government of Canada bond yield plus 4.38%. Holders of the Series AG
    shares will have the right to convert their shares into non-cumulative
    Floating Rate Class A Preferred Shares, Series AH, subject to certain
    conditions, on April 30, 2014, and on April 30 every five years
    thereafter and vice versa. The Series AG shares are redeemable by the
    Bank for cash, subject to regulatory consent, at $25.00 per share on
    April 30, 2014 and on April 30 every five years thereafter. The Series AG
    shares qualify as Tier 1 capital of the Bank.


    Note 9: REGULATORY CAPITAL
    -------------------------------------------------------------------------

    The Bank manages its capital under guidelines established by the Office
    of the Superintendent of Financial Institutions Canada (OSFI). The
    regulatory capital guidelines measure capital in relation to credit,
    market and operational risks. The Bank has various capital policies,
    procedures and controls which it utilizes to achieve its goals and
    objectives.

    During the three months ended January 31, 2009, the Bank complied with
    the OSFI guideline related to capital ratios and the assets-to-capital
    multiple. This guideline is based on the "International Convergence of
    Capital Measurement and Capital Standards - A Revised Framework" (Basel
    II) issued by the Basel Committee on Banking Supervision. Effective
    November 1, 2008, substantial investments held prior to January 1, 2007,
    which were previously deducted from Tier 2 capital, are deducted 50% from
    Tier 1 capital and 50% from Tier 2 capital. Insurance subsidiaries
    continue to be deconsolidated and reported as a deduction from Tier 2
    capital.

    The Bank's regulatory capital position was as follows:

    -------------------------------------------------------------------------
                                                          Jan. 31,   Oct. 31,
    (millions of Canadian dollars)                           2009       2008
    -------------------------------------------------------------------------
    Tier 1 capital                                        $21,320    $20,679
    Tier 1 capital ratio(1)                                 10.1%       9.8%
    Total capital(2)                                      $28,880    $25,348
    Total capital ratio(3)                                  13.6%      12.0%
    Assets-to-capital multiple(4)                            16.9       19.3
    -------------------------------------------------------------------------
    (1) Tier 1 capital ratio is calculated as Tier 1 capital divided by risk-
        weighted assets (RWA).
    (2) Total capital includes Tier 1 and Tier 2 capital.
    (3) Total capital ratio is calculated as Total capital divided by RWA.
    (4) The assets-to-capital multiple is calculated as total assets plus
        off-balance sheet credit instruments, such as certain letters of
        credit and guarantees less investments in associated corporations,
        goodwill and net intangibles, divided by Total adjusted capital.

    OSFI's target Tier 1 and total capital ratios for Canadian banks are 7%
    and 10%, respectively.


    Note 10: ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
    -------------------------------------------------------------------------

    The following table summarizes the Bank's accumulated other comprehensive
    income (loss), net of income taxes, as at January 31, 2009:

    Accumulated Other Comprehensive Income (Loss), Net of Income Taxes
    -------------------------------------------------------------------------
                                                                       As at
                                   ------------------------------------------
                                                          Jan. 31,   Oct. 31,
    (millions of Canadian dollars)                           2009       2008
    -------------------------------------------------------------------------
    Unrealized loss on available-for-sale securities, net
     of cash flow hedges                                  $(2,601)   $(1,409)
    Unrealized foreign currency translation gain (loss)
     on investments in subsidiaries, net of hedging
     activities                                             1,928     (1,633)
    Gain on derivatives designated as cash flow hedges      2,846      1,393
    -------------------------------------------------------------------------
    Accumulated other comprehensive income (loss) balance
     as at Jan. 31                                         $2,173    $(1,649)
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------


    Note 11: STOCK-BASED COMPENSATION
    -------------------------------------------------------------------------

    For the three months ended January 31, 2009, the Bank recognized
    compensation expense for stock option awards of $6 million (three months
    ended January 31, 2008 - $5 million).

    During the three months ended January 31, 2009, 3.3 million (three months
    ended January 31, 2008 - 2.0 million) options were granted by TD Bank
    with a weighted average fair value of $7.76 per option (three months
    ended January 31, 2008 - $10.80 per option).

    The fair value of options granted was estimated at the date of grant
    using a binomial tree-based valuation model. The following assumptions
    were used:

                                                  For the three months ended
                                   ------------------------------------------
                                                          Jan. 31    Jan. 31
                                                             2009       2008
    -------------------------------------------------------------------------
    Risk-free interest rate                                  2.2%      3.80%
    Expected option life                                5.5 years  5.5 years
    Expected volatility                                     23.8%      15.9%
    Expected dividend yield                                 2.98%      2.85%
    -------------------------------------------------------------------------


    Note 12: EMPLOYEE FUTURE BENEFITS
    -------------------------------------------------------------------------

    The Bank's pension plans and principal non-pension post-retirement
    benefit plans expenses are as follows:

    Principal Pension Plan Pension Expense
    -------------------------------------------------------------------------
                                                  For the three months ended
                                   ------------------------------------------
                                                          Jan. 31    Jan. 31
    (millions of Canadian dollars)                           2009       2008
    -------------------------------------------------------------------------
    Elements of pension plan expense before adjustments
     to recognize the long term nature of the cost:
      Service cost - benefits earned                          $20        $16
      Interest cost on projected benefit obligation            36         30
      Actual return on plan assets                            327         (3)
      Plan amendments                                           -          7
    Adjustments to recognize the long-term nature of
     plan cost:
      Difference between costs arising in the period and
       costs recognized in the period in respect of:
      Return on plan assets(1)                               (364)       (35)
      Actuarial losses(2)                                       3          -
      Plan amendments(3)                                        5         (4)
    -------------------------------------------------------------------------
    Total                                                     $27        $11
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    (1) For the three months ended January 31,2009, includes expected return
        on plan assets of $37 million (three months ended January 31, 2008 -
        $38 million) less actual return on plan assets of $(327) million
        (three months ended January 31, 2008 - $3 million).
    (2) For the three months ended January 31, 2009, includes loss recognized
        of $3 million (three months ended January 31, 2008 - nil) less
        actuarial losses on projected benefit obligation of nil (three months
        ended January 31, 2008 - nil).
    (3) For the three months ended January 31, 2009, includes amortization of
        costs for plan amendments of $5 million (three months ended January
        31,2008 - $3 million) less actual cost amendments of nil (three
        months ended January 31, 2008 - $7 million).


    Other Pension Plans' Expense
    -------------------------------------------------------------------------
                                                  For the three months ended
                                   ------------------------------------------
                                                          Jan. 31    Jan. 31
    (millions of Canadian dollars)                           2009       2008
    -------------------------------------------------------------------------
    CT defined benefit pension plan                            $1         $1
    TD Banknorth defined benefit pension plan                  (3)        (1)
    Supplemental employee retirement plans                      9          8
    -------------------------------------------------------------------------
    Total                                                      $7         $8
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------


    Principal Non-Pension Post-Retirement Benefit Plan Expense
    -------------------------------------------------------------------------
                                                  For the three months ended
                                   ------------------------------------------
                                                          Jan. 31    Jan. 31
    (millions of Canadian dollars)                           2009       2008
    -------------------------------------------------------------------------
    Elements of non-pension plan expense before
     adjustments to recognize the long-term nature of the
     cost:
      Service cost - benefits earned                           $2         $3
      Interest cost on projected benefit obligation             5          6
    Adjustments to recognize the long-term nature of plan
     cost:
      Difference between costs arising in the period and
       costs recognized in the period in respect of:
        Actuarial losses                                        -          1
        Plan amendments                                        (1)        (1)
    -------------------------------------------------------------------------
    Total                                                      $6         $9
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------

    Cash Flows

    The Bank's contributions to its pension plans and its principal non-
    pension post-retirement benefit plans are as follows:

    Plan Contributions
    -------------------------------------------------------------------------
                                                  For the three months ended
                                   ------------------------------------------
                                                          Jan. 31    Jan. 31
    (millions of Canadian dollars)                           2009       2008
    -------------------------------------------------------------------------
    Principal pension plan                                    $21        $19
    Supplemental employee retirement plans                      3          4
    Non-pension post-retirement benefit plan                    2          2
    -------------------------------------------------------------------------
    Total                                                     $26        $25
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------

    As at January 31, 2009, the Bank expects to contribute an additional $214
    million to its principal pension plan, nil to its CT defined benefit
    pension plan, nil to its TD Banknorth defined benefit pension plan, $8
    million to its supplemental employee retirement plans and $7 million to
    its non-pension post- retirement benefit plan by the end of the year.
    However, future contribution amounts may change upon the Bank's review of
    the current contribution levels during the year.


    Note 13: EARNINGS PER SHARE
    -------------------------------------------------------------------------

    The Bank's basic and diluted earnings per share at January 31 are as
    follows:

    Basic and Diluted Earnings per Share
    -------------------------------------------------------------------------
                                                  For the three months ended
                                   ------------------------------------------
                                                          Jan. 31    Jan. 31
                                                             2009       2008
    -------------------------------------------------------------------------
    Basic earnings per share
    Net income available to common shares ($ millions)       $683       $962
    Average number of common shares outstanding
     (millions)                                             832.6      718.3
    Basic earnings per share ($)                            $0.82      $1.34
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    Diluted earnings per share
    Net income available to common shares ($ millions)       $683       $962
    -------------------------------------------------------------------------
    Average number of common shares outstanding
     (millions)                                             832.6      718.3
    Stock options potentially exercisable as determined
     under the treasury stock method(1)(millions)             1.6        6.3
    -------------------------------------------------------------------------
    Average number of common shares outstanding
     - diluted (millions)                                   834.2      724.6
    -------------------------------------------------------------------------
    Diluted earnings per share(1) ($)                       $0.82      $1.33
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    (1) For the three months ended January 31, 2009, the computation of
        diluted earnings per share excluded weighted-average options
        outstanding of 17.1 million with a weighted-average exercise price of
        $66.72 as the option price was greater than the average market price
        of the Bank's common shares. For the three months ended January 31,
        2008, the computation of diluted earnings per share excluded
        weighted-average options outstanding of 1.0 million with a weighted-
        average exercise price of $72.67 as the option price was greater than
        the average market price of the Bank's common shares.


    Note 14: SEGMENTED INFORMATION
    -------------------------------------------------------------------------

    The Bank's operations and activities are organized around the following
    operating business segments: Canadian Personal and Commercial Banking,
    Wealth Management, U.S. Personal and Commercial Banking and Wholesale
    Banking. Results for these segments for the three months ended January 31
    are presented in the following table:

    Results by Business Segment
    -------------------------------------------------------------------------
                       Canadian Personal                   U.S. Personal and
    (millions of          and Commercial            Wealth        Commercial
     Canadian dollars)         Banking(1)     Management(1)        Banking(2)
    -------------------------------------------------------------------------
    For the three       Jan. 31  Jan. 31  Jan. 31  Jan. 31  Jan. 31  Jan. 31
     months ended          2009     2008     2009     2008     2009     2008
    -------------------------------------------------------------------------
    Net interest income  $1,494   $1,414      $75      $88     $892     $312
    Other income            798      733      453      482      302      140
    -------------------------------------------------------------------------
    Total revenue         2,292    2,147      528      570    1,194      452
    Provision for
     (reversal of)
     credit losses          266      172        -        -      139       26
    Non-interest
     expenses             1,186    1,096      419      379      801      238
    -------------------------------------------------------------------------
    Income (loss) before
     provision for
     (benefit of) income
     taxes                  840      879      109      191      254      188
    Provision for
     (benefit of) income
     taxes                  256      281       34       63       14       61
    Non-controlling
     interests in
     subsidiaries, net
     of income taxes          -        -        -        -        -        -
    Equity in net income
     of an associated
     company, net of
     income taxes             -        -       77       88        -        -
    -------------------------------------------------------------------------
    Net income (loss)      $584     $598     $152     $216     $240     $127
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    Total assets
    (billions of Canadian
     dollars)
      - balance sheet    $168.6   $154.8    $17.1    $14.0   $147.7    $60.3
      - securitized        49.8     43.2        -        -        -        -
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------


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

    (millions of               Wholesale
     Canadian dollars)         Banking(3)      Corporate(3)            Total
    -------------------------------------------------------------------------
    For the three       Jan. 31  Jan. 31  Jan. 31  Jan. 31  Jan. 31  Jan. 31
     months ended          2009     2008     2009     2008     2009     2008
    -------------------------------------------------------------------------
    Net interest income    $720     $192    $(453)   $(218)  $2,728   $1,788
    Other income            119      416     (250)      45    1,422    1,816
    -------------------------------------------------------------------------
    Total revenue           839      608     (703)    (173)   4,150    3,604
    Provision for
     (reversal of)
     credit losses           66       56       66        1      537      255
    Non-interest
     expenses               388      321      226      194    3,020    2,228
    -------------------------------------------------------------------------
    Income (loss) before
     provision for
     (benefit of) income
     taxes                  385      231     (995)    (368)     593    1,121
    Provision for
     (benefit of) income
     taxes                  120       68     (482)    (238)     (58)     235
    Non-controlling
     interests in
     subsidiaries, net
     of income taxes          -        -       28        8       28        8
    Equity in net income
     of an associated
     company, net of
     income taxes             -        -       12        4       89       92
    -------------------------------------------------------------------------
    Net income (loss)      $265     $163    $(529)   $(134)    $712     $970
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    Total assets
    (billions of Canadian
     dollars)
      - balance sheet    $213.6   $184.6    $38.4    $21.5   $585.4   $435.2
      - securitized         3.4        -    (13.9)   (15.3)    39.3     27.9
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    (1) Effective the third quarter ended July 31, 2008, the Bank transferred
        the U.S. insurance and credit card businesses to the Canadian
        Personal and Commercial Banking segment, and the U.S. Wealth
        Management businesses to the Wealth Management segment for management
        reporting purposes. Prior periods  have not been reclassified as the
        impact was not material to segment results.
    (2) Commencing the third quarter ended July 31, 2008, the results of U.S.
        Personal and Commercial Banking segment include Commerce. For
        details, see Note 31 to the 2008 Annual Report.
    (3) The taxable equivalent basis (TEB) increase to net interest income
        and provision for income taxes reflected in the Wholesale Banking
        segment results is reversed in the Corporate segment.


    Note 15: HEDGE ACCOUNTING
    -------------------------------------------------------------------------
    Hedge accounting results were as follows:

    Hedge Accounting Results
    -------------------------------------------------------------------------
                                                  For the three months ended
                                   ------------------------------------------
                                                          Jan. 31    Jan. 31
    (millions of Canadian dollars)                           2009       2008
    -------------------------------------------------------------------------
    Fair value hedges
    Gain arising from hedge ineffectiveness                 $17.1       $6.9
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    Cash flow hedges
    Gain (loss) arising from hedge ineffectiveness           $0.1      $(0.3)
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------

    Portions of derivative gains (losses) that were excluded from the
    assessment of hedge effectiveness for fair value and cash flow hedging
    activities are included in the Interim Consolidated Statement of Income
    and are not significant for the three months ended January 31, 2009.

    During the three months ended January 31, 2009, there were no firm
    commitments that no longer qualified as hedges.

    Over the next twelve months, the Bank expects approximately $1.55 billion
    in net gains reported in other comprehensive income as at January 31,
    2009 to be reclassified to net income. The maximum length of time over
    which the Bank is hedging its exposure to the variability in future cash
    flows from anticipated transactions is 23 years. During the three months
    ended January 31, 2009, there were no forecasted transactions that failed
    to occur.


    Note 16: RESTRUCTURING AND INTEGRATION CHARGES
    -------------------------------------------------------------------------

    As a result of the acquisition of Commerce and related restructuring and
    integration initiatives undertaken, the Bank incurred $27 million before
    tax restructuring charges during the three months ended January 31, 2009.
    Restructuring charges consisted of estimated lease termination costs for
    approximately 50 legacy TD Banknorth branches that were closed and
    consolidated with nearby branches in connection with the Commerce merger.
    In the Interim Consolidated Statement of Income, the restructuring
    charges are included in restructuring costs.

    For the three months ended January 31, 2009, the Bank also incurred
    integration charges of $79 million before tax. Integration charges
    consisted of costs related to employee retention, external professional
    consulting charges and marketing (including customer communication and
    rebranding). In the Interim Consolidated Statement of Income, the
    integration charges are included in non-interest expenses.

    As at January 31, 2009, the remaining balance of the restructuring
    liability related to the acquisition of Commerce was $46 million.


    Note 17: ACQUISITIONS AND DISPOSITIONS
    -------------------------------------------------------------------------

    Commerce Bancorp, Inc.

    During the period from November 1, 2008 to January 31, 2009, goodwill
    decreased by $92 million to $6,238 million primarily due to the
    realization of future income tax assets for which a valuation allowance
    had been established. The purchase price allocation is subject to
    refinement as the Bank completes the valuation of the assets acquired and
    liabilities assumed.


    Note 18: RISK MANAGEMENT
    -------------------------------------------------------------------------

    The risk management policies and procedures of the Bank are provided in
    the MD&A. The shaded sections of the Managing Risk section, included on
    pages 19 to 21 of the MD&A, relating to credit, market and liquidity
    risks are an integral part of the Interim Consolidated Financial
    Statements. For a complete discussion of our risk management policies and
    procedures refer to the shaded sections presented on pages 68 to 76 of
    the Bank's 2008 Annual Report.


    SHAREHOLDER AND INVESTOR INFORMATION

    Shareholder Services

    -------------------------------------------------------------------------
                                  And your inquiry
    If you:                          relates to:          Please contact:
    -------------------------------------------------------------------------
    Are a registered share-     Missing dividends, lost   Transfer Agent:
    holder (your name appears   share certificates,       CIBC Mellon Trust
    on your share certificate)  estate questions, address Company P.O. Box
                                changes to the share      7010 Adelaide
                                register, dividend bank   Street Postal
                                account changes, the      Station Toronto,
                                dividend reinvestment     Ontario M5C 2W9
                                plan, to eliminate        416-643-5500 or
                                duplicate mailings of     toll-free at
                                shareholder materials,    1-800-387-0825
                                or to stop (and resume)   inquiries@
                                receiving Annual and      cibcmellon.com or
                                Quarterly Reports.        www.cibcmellon.com
    -------------------------------------------------------------------------
    Hold your TD shares         Missing dividends, lost   Co-Transfer Agent
    through the Direct          share certificates,       and Registrar: BNY
    Registration System in      estate questions,         Mellon Shareowner
    the United States           address changes to the    Services P.O. Box
                                share register, to        358015 Pittsburgh,
                                eliminate duplicate       Pennsylvania 15252-
                                mailings of shareholder   8015 or 480
                                materials, or to stop     Washington
                                (and resume) receiving    Boulevard
                                Annual and Quarterly      Jersey City, New
                                Reports.                  Jersey 07310
                                                          1-866-233-4836 TDD
                                                          for hearing
                                                          impaired:
                                                          1-800-231-5469
                                                          Foreign
                                                          shareholders:
                                                          201-680-6578
                                                          TDD foreign
                                                          shareholders:
                                                          201-680-6610
                                                          www.bnymellon.com/
                                                           shareowner
    -------------------------------------------------------------------------
    Beneficially own TD         Your TD shares,           Your intermediary
    shares that are held in     including questions
    the name of an inter-       regarding the
    mediary, such as a bank,    dividend re-
    a trust company, a          investment plan and
    securities broker or        mailings of share-
    other nominee               holder materials
    -------------------------------------------------------------------------
    

    For all other shareholder inquiries, please contact TD Shareholder
Relations at 416-944-6367 or 1-866-756-8936 or email tdshinfo@td.com. Please
note that by leaving us an e-mail or voicemail message you are providing your
consent for us to forward your inquiry to the appropriate party for response.

    
    General Information

    Contact Corporate & Public Affairs:
    (416) 982-8578

    Products and services: Contact TD Canada Trust, 24 hours a day, seven
    days a week:
    1-866-567-8888
    French: 1-866-233-2323
    Cantonese/Mandarin: 1-800-328-3698
    Telephone device for the deaf: 1-800-361-1180

    Internet website: http://www.td.com
    Internet e-mail: customer.service@td.com
    

    Quarterly Earnings Conference Call

    TD Bank Financial Group will host an earnings conference call on
Wednesday, February 25, 2009. The call will be webcast live via TDBFG's
website at 3:30 p.m. ET. The call and webcast will feature presentations by
TDBFG executives on the bank's financial results for the first quarter,
followed by a question-and-answer period with analysts. The presentation
material referenced during the call will be available on the TDBFG website at
http://www.td.com/investor/earnings.jsp on February 25, 2009, before 1:00 p.m.
ET. A listen-only telephone line is available at 416-644-3420 or 1-800-731-
6941 (toll free).
    The webcast and presentations will be archived at
http://www.td.com/investor/calendar_arch.jsp. Replay of the teleconference
will be available from 6:00 p.m. ET on February 25, 2009, until March 25,
2009, by calling 416-640-1917 or 1-877-289-8525 (toll free). The passcode is
21297053 followed by the number sign.

    
    Annual Meeting

    Thursday, April 2, 2009
    Saint John Trade and Convention Centre
    Saint John, New Brunswick
    

    About TD Bank Financial Group

    The Toronto-Dominion Bank and its subsidiaries are collectively known as
TD Bank Financial Group. TD Bank Financial Group is the sixth largest bank in
North America by branches and serves approximately 17 million customers in
four key businesses operating in a number of locations in key financial
centres around the globe: Canadian Personal and Commercial Banking, including
TD Canada Trust and TD Insurance; Wealth Management, including TD Waterhouse
and an investment in TD Ameritrade; U.S. Personal and Commercial Banking
through TD Banknorth and TD Bank, America's Most Convenient Bank; and
Wholesale Banking, including TD Securities. TD Bank Financial Group also ranks
among the world's leading online financial services firms, with more than 5.5
million online customers. TD Bank Financial Group had CDN$585 billion in
assets on January 31, 2009. The Toronto-Dominion Bank trades under the symbol
"TD" on the Toronto and New York Stock Exchanges.





For further information:

For further information: Colleen Johnston, Group Head Finance and Chief
Financial Officer, (416) 308-9030; Tim Thompson, Senior Vice President,
Investor Relations, (416) 308-9030; or Simon Townsend, Senior Manager, Media
Relations, (416) 944-7161


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