TD Bank Financial Group Reports Second Quarter 2010 Results

    
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    This quarterly earnings release should be read in conjunction with our
    Second Quarter 2010 Report to Shareholders for the three and six months
    ended April 30, 2010, which is available on our website at
    http://www.td.com/investor/qr_2010.jsp. 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 with 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).
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    SECOND QUARTER FINANCIAL HIGHLIGHTS, compared with the second quarter a
    year ago:

    -   Reported diluted earnings per share were $1.30, compared with $0.59.
    -   Adjusted diluted earnings per share were $1.36, compared with $1.14.
    -   Reported net income was $1,176 million, compared with $545 million.
    -   Adjusted net income was $1,234 million, compared with $1,016 million.

    YEAR-TO-DATE FINANCIAL HIGHLIGHTS, six months ended April 30, 2010,
    compared with the corresponding period a year ago:

    -   Reported diluted earnings per share were $2.74, compared with $1.34.
    -   Adjusted diluted earnings per share were $2.96, compared with $2.42.
    -   Reported net income was $2,473 million, compared with $1,198 million.
    -   Adjusted net income was $2,664 million, compared with $2,106 million.

    Adjusted measures are non-GAAP. Refer to the "How the Bank Reports"
    section of the Management's Discussion and Analysis for an explanation of
    reported and adjusted results.
    Certain comparative amounts have been reclassified to conform to the
    current period's presentation.
    Certain comparative amounts are presented after adjustments resulting
    from adoption of the 2009 financial instruments amendments, as described
    in Note 1 to the Interim Consolidated Financial Statements.

    SECOND QUARTER ADJUSTMENTS (ITEMS OF NOTE)

    The second quarter reported earnings figures included the following items
    of note:

    -   Amortization of intangibles of $123 million after tax (14 cents per
        share), compared with $127 million after tax (14 cents per share) in
        the second quarter last year.
    -   A gain of $23 million after tax (3 cents per share) due to the change
        in fair value of derivatives hedging the reclassified
        available-for-sale debt securities portfolio, compared with a loss of
        $134 million after tax (16 cents per share) in the second quarter
        last year.
    -   A loss of $2 million after tax due to the change in fair value of
        credit default swaps hedging the corporate loan book, net of
        provision for credit losses (PCL), compared with a loss of
        $44 million after tax (5 cents per share) in the second quarter last
        year.
    -   A decrease of $44 million after tax (5 cents per share) in general
        allowance for Canadian Personal and Commercial Banking and Wholesale
        Banking, compared with an increase of $77 million after tax (9 cents
        per share) in the second quarter last year.
    

TORONTO, May 27 /CNW/ - TD Bank Financial Group (TDBFG) today announced its financial results for the second quarter ended April 30, 2010. Overall results for the quarter reflected strong earnings performance for all of TD's businesses.

"We're continuing to build on our momentum with a strong second quarter that saw a second consecutive record profit for TD Canada Trust and double-digit growth rates for all of our businesses," said Ed Clark, TD's President and Chief Executive Officer. "Wholesale Banking earnings are normalizing as we have expected, and our U.S. operations delivered improving results despite an economic picture that remains less robust than what we're seeing in Canada. We also saw the lowest level of loan losses in six quarters across the board."

Canadian Personal and Commercial Banking

Canadian Personal and Commercial Banking posted record earnings of $761 million in the second quarter, up 29% from the same period last year, as revenue grew 11% while PCL declined by 10%. TD Canada Trust (TDCT) reported solid volume growth across most banking products including real estate secured lending and in personal and business deposits. Customer satisfaction also hit a record level in the quarter.

"TDCT delivered its second record quarter in a row, building on the incredible momentum demonstrated by the franchise earlier this year. Loan losses have turned a corner and it seems that the economic recovery is taking hold in Canada," Clark said. "Simply put, with these financial results, record customer satisfaction levels and market share gains, this was an exceptional quarter for TDCT. We continue to expect strong but more moderate earnings growth for the balance of the year as we continue to invest in our businesses and volume growth rates slow."

Wealth Management

Global Wealth net income, which excludes TDBFG's reported investment in TD Ameritrade, was $111 million in the quarter, up 42% compared with the second quarter last year, largely driven by fee revenue from higher client assets, strong trading volumes in the online brokerage business and improved net interest margin. TD Ameritrade contributed $56 million in earnings to the segment, up 17% from the same period last year, due to higher earnings, partially offset by the stronger Canadian dollar.

"This was a very good quarter for our Wealth business. The rebound in equity markets we saw at the beginning of this year continued to help us grow assets in the quarter and transaction activity also remained strong," Clark said. "We're happy with the pace at which we're able to add new accounts and gather client assets. With that said, we remain cautiously optimistic about Wealth Management as market volatility continues to exist."

U.S. Personal and Commercial Banking

U.S. Personal and Commercial Banking generated US$241 million in net income in the quarter, up 45% on an adjusted basis from the second quarter last year. Revenue rose 11% from the same period a year ago, driven partly by a combined deposit fee structure introduced in connection with the Commerce conversion, and overall deposit growth. Total PCL dropped to US$162 million, down 37% from the second quarter last year. Personal loan and deposit growth was strong compared to the same period last year, while average commercial loans decreased 1% because of lower customer demand.

During the quarter, TD Bank, America's Most Convenient Bank, also acquired certain assets and liabilities of Riverside National Bank of Florida, First Federal Bank of North Florida and AmericanFirst Bank from the Federal Deposit Insurance Corporation (FDIC). Subsequent to the end of the quarter, TD announced an agreement to purchase The South Financial Group, Inc.

"TD Bank had a relatively strong quarter, given the lingering headwinds in the U.S. economy," said Clark. "We're pleased with our organic growth in the U.S. and the recent acquisitions, which will accelerate our growth in the deposit-rich Florida market and give us a strong entry point into North and South Carolina. The credit cycle in the U.S. appears to be improving faster than we expected, but we still see some challenges, including continuing low interest rates, intense competition for loans and deposits and new regulation of overdraft fees."

Wholesale Banking

Wholesale Banking reported net income of $220 million, up 27% from the same period last year, which included losses related to the strategic decision to exit the investment portfolio. The segment delivered strong results across all of its key businesses, including higher credit and equity trading revenue.

"Our wholesale bank continues to perform well," Clark said. "However, as expected, the operating environment normalized considerably in the quarter as liquidity improved in key markets and margins narrowed as a result. We continue to focus on building our core franchise businesses, while at the same time remaining vigilant about managing our risks."

Corporate

The Corporate segment, which includes the Bank's other activities, had an adjusted net loss of $159 million, up $79 million from the same period last year. The higher loss was attributable to lower securitization gains, unfavourable valuations of hedges and higher net corporate expenses.

Conclusion

"We feel very good about another strong quarter as we move into the second half of the year," Clark said. "The credit picture has definitely improved and our investments in future growth will enable us to build on our successes to date when the remaining economic headwinds subside. Our capital levels remain very strong, leaving us well-positioned to address global capital reforms. We continue to urge regulators to move quickly and focus on addressing the root causes of the financial crisis."

The foregoing contains forward-looking statements. Please see the "Caution Regarding Forward-Looking Statements" on page 3.

    
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    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, representatives of the Bank may make
    forward-looking statements orally to analysts, investors, the media and
    others. All such statements are made pursuant to the "safe harbour"
    provisions of applicable Canadian and U.S. securities legislation,
    including the U.S. Private Securities Litigation Reform Act of 1995.
    Forward-looking statements include, among others, statements made in this
    earnings news release in the "Business Outlook" section for each segment
    and in other statements regarding the Bank's objectives and priorities
    for 2010 and beyond and strategies to achieve them, and the Bank's
    anticipated financial performance. 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 the Bank to make
    assumptions and are subject to inherent risks and uncertainties, general
    and specific. Especially in light of the uncertainty related to the
    financial, economic and regulatory environments, such risks and
    uncertainties - many of which are beyond the Bank's control and the
    effects of which can be difficult to predict - may cause actual results
    to differ materially from the expectations expressed in the
    forward-looking statements. Risk factors that could cause such
    differences include: credit, market (including equity, commodity, foreign
    exchange and interest rate), liquidity, operational, reputational,
    insurance, strategic, regulatory, legal and other risks, all of which are
    discussed in the Management's Discussion and Analysis (MD&A) in the
    Bank's 2009 Annual Report. Additional risk factors include changes to and
    new interpretations of risk-based capital guidelines and reporting
    instructions; increased funding costs for credit due to market
    illiquidity and competition for funding; the failure of third parties to
    comply with their obligations to the Bank or its affiliates relating to
    the care and control of information; and 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. We caution
    that the preceding list is not exhaustive of all possible risk factors
    and other factors could also adversely affect the Bank's results. For
    more detailed information, please see the Risk Factors and Management
    section of the MD&A, starting on page 65 of the Bank's 2009 Annual
    Report. All such factors should be considered carefully, as well as other
    uncertainties and potential events, and the inherent uncertainty of
    forward-looking statements, when making decisions with respect to the
    Bank and undue reliance should not be placed on the Bank's
    forward-looking statements.

    Material economic assumptions underlying the forward-looking statements
    contained in this document are set out in the Bank's 2009 Annual Report
    under the heading "Economic Summary and Outlook", as updated in the
    Second Quarter 2010 Report to Shareholders; and for each of the business
    segments, under the headings "Business Outlook and Focus for 2010", as
    updated in this earnings news release under the headings "Business
    Outlook".

    Any forward-looking statements contained in this document represent the
    views of management only as of the date hereof and are presented for the
    purpose of assisting the Bank's shareholders and analysts in
    understanding the Bank's financial position, objectives and priorities
    and anticipated financial performance as at and for the periods ended on
    the dates presented, and may not be appropriate for other purposes. 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.
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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.

    
    FINANCIAL HIGHLIGHTS
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    (millions of Canadian                                        For the six
     dollars, except          For the three months ended        months ended
     as noted)              -------------------------------------------------
                             Apr. 30,  Jan. 31,  Apr. 30,  Apr. 30,  Apr. 30,
                                2010      2010 2009(1)(2)     2010 2009(1)(2)
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    Results of operations
    Total revenue             $4,767    $5,037    $4,325    $9,804    $8,475
    Provision for credit
     losses                      365       517       772       882     1,402
    Non-interest expenses      2,953     2,981     3,051     5,934     6,071
    Net income - reported(3)   1,176     1,297       545     2,473     1,198
    Net income - adjusted(3)   1,234     1,430     1,016     2,664     2,106
    Economic profit(4)           200       367       (40)      572        44
    Return on common
     equity - reported         13.0%     14.0%      5.6%     13.5%      6.4%
    Return on invested
     capital(4)                12.0%     13.6%      9.6%     12.9%     10.2%
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    Financial position
    Total assets            $573,905  $567,454  $575,628  $573,905  $575,628
    Total risk-weighted
     assets                  187,174   190,644   199,308   187,174   199,308
    Total shareholders'
     equity                   38,424    39,474    40,372    38,424    40,372
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    Financial ratios
    Efficiency ratio -
     reported(3)               61.9%     59.2%     70.6%     60.5%     71.6%
    Efficiency ratio -
     adjusted(3)               59.2%     55.1%     60.3%     57.1%     60.9%
    Tier 1 capital to
     risk-weighted assets      12.0%     11.5%     10.8%     12.0%     10.8%
    Provision for credit
     losses as a % of net
     average loans             0.58%     0.79%     1.25%     0.68%     1.12%
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    Common share
     information - reported
     (Canadian dollars)
    Per share
      Basic earnings           $1.31     $1.45     $0.59     $2.76     $1.34
      Diluted earnings          1.30      1.44      0.59      2.74      1.34
      Dividends                 0.61      0.61      0.61      1.22      1.22
      Book value               40.35     41.86     43.47     40.35     43.47
    Closing share price        75.50     63.00     47.10     75.50     47.10
    Shares outstanding
     (millions)
      Average basic            863.8     859.3     848.8     861.5     840.6
      Average diluted          869.4     864.2     849.8     866.7     841.9
      End of period            868.2     862.0     850.6     868.2     850.6
    Market capitalization
     (billions of
     Canadian dollars)         $65.6     $54.3     $40.1     $65.6     $40.1
    Dividend yield              3.5%      3.8%      5.9%      3.5%      5.3%
    Dividend payout ratio      46.8%     42.0%    102.8%     44.3%     91.7%
    Price to earnings ratio     15.5      15.1      12.5      15.5      12.5
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    Common share
     information - adjusted
     (Canadian dollars)
    Per share earnings
      Basic                    $1.37     $1.61     $1.15     $2.98     $2.42
      Diluted                   1.36      1.60      1.14      2.96      2.42
    Dividend payout ratio      44.5%     37.9%     53.1%     41.0%     50.8%
    Price to earnings ratio     12.8      11.1      10.4      12.8      10.4
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    (1) As explained in the "How the Bank Reports" section, effective the
        second quarter ended April 30, 2009, the reporting periods of U.S.
        entities are aligned with the reporting period of the Bank. Prior to
        April 30, 2009, the reporting period of TD Bank, N.A. was included in
        the Bank's financial statements on a one month lag.
    (2) Certain comparative amounts are presented after adjustments resulting
        from adoption of the 2009 financial instruments amendments, as
        described in Note 1 to the Interim Consolidated Financial Statements.
    (3) Adjusted and reported results are explained in the "How the Bank
        Reports" section, which includes reconciliation between reported and
        adjusted results.
    (4) Economic profit and return on invested capital are non-GAAP financial
        measures and are explained in the "Economic Profit and Return on
        Invested Capital" section.
    

HOW WE PERFORMED

How the Bank Reports

The Bank prepares its Interim 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 to arrive at "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.

Effective April 30, 2009, the reporting periods of TD Bank, N.A., which operates as TD Bank, America's Most Convenient Bank, were aligned with the reporting period of the Bank to eliminate the one month lag in financial reporting. Prior to April 30, 2009, the reporting period of TD Bank, N.A. was included in the Bank's financial statements on a one month lag. In accordance with the CICA Handbook Section 1506, Accounting Changes, this alignment is considered a change in accounting policy. The Bank has assessed that the impact to prior periods is not material and therefore, an adjustment was made to opening retained earnings of the second quarter of 2009, to align the reporting period of TD Bank, N.A. to that of the Bank's reporting period.

    
    Operating Results - Reported
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    (millions of                                                 For the six
     Canadian dollars)        For the three months ended        months ended
                            -------------------------------------------------
                             Apr. 30,  Jan. 31,  Apr. 30,  Apr. 30,  Apr. 30,
                                2010      2010    2009(1)     2010    2009(1)
    -------------------------------------------------------------------------
    Net interest income       $2,790    $2,849    $2,940    $5,639    $5,668
    Non-interest income        1,977     2,188     1,385     4,165     2,807
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    Total revenue              4,767     5,037     4,325     9,804     8,475
    Provision for credit
     losses                      365       517       772       882     1,402
    Non-interest expenses      2,953     2,981     3,051     5,934     6,071
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    Income before income
     taxes, non-controlling
     interests in
     subsidiaries, and equity
     in net income of an
     associated company        1,449     1,539       502     2,988     1,002
    Provision for (recovery
     of) income taxes            308       270        (8)      578      (100)
    Non-controlling interests
     in subsidiaries, net of
     income taxes                 26        27        28        53        56
    Equity in net income of
     an associated company,
     net of income taxes          61        55        63       116       152
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    Net income - reported      1,176     1,297       545     2,473     1,198
    Preferred dividends           48        49        41        97        70
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    Net income available to
     common shareholders -
     reported                 $1,128    $1,248      $504    $2,376    $1,128
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    (1) Certain comparative amounts are presented after adjustments resulting
        from adoption of the 2009 financial instruments amendments, as
        described in Note 1 to the Interim Consolidated Financial Statements.
    

The following table provides a reconciliation between the Bank's adjusted and reported results.

    
    Non-GAAP Financial Measures - Reconciliation of Adjusted to Reported Net
    Income
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    Operating results -                                          For the six
     adjusted                 For the three months ended        months ended
                            -------------------------------------------------
    (millions of             Apr. 30,  Jan. 31,  Apr. 30,  Apr. 30,  Apr. 30,
     Canadian dollars)          2010      2010      2009      2010      2009
    -------------------------------------------------------------------------
    Net interest income       $2,790    $2,849    $2,940    $5,639    $5,668
    Non-interest income(1)     1,948     2,162     1,612     4,110     3,334
    -------------------------------------------------------------------------
    Total revenue              4,738     5,011     4,552     9,749     9,002
    Provision for credit
     losses(2)                   425       517       662       942     1,212
    Non-interest expenses(3)   2,804     2,761     2,745     5,565     5,486
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    Income before income
     taxes, non-controlling
     interests in
     subsidiaries, and
     equity in net income of
     an associated company      1,509     1,733     1,145     3,242     2,304
    Provision for (recovery
     of) income taxes(4)         332       348       180       680       325
    Non-controlling interests
     in subsidiaries, net of
     income taxes                 26        27        28        53        56
    Equity in net income of
     an associated company,
     net of income taxes(5)       83        72        79       155       183
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    Net income - adjusted      1,234     1,430     1,016     2,664     2,106
    Preferred dividends           48        49        41        97        70
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    Net income available to
     common shareholders -
     adjusted                  1,186     1,381       975     2,567     2,036
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    Adjustments for items
     of note, net of income
     taxes
    Amortization of
     intangibles(6)             (123)     (112)     (127)     (235)     (254)
    Increase (decrease) in
     fair value of derivatives
     hedging the reclassified
     available-for-sale debt
     securities portfolio(7)      23         4      (134)       27      (334)
    Restructuring and
     integration charges
     relating to the
     Commerce acquisition(8)       -       (46)      (50)      (46)     (117)
    Increase (decrease) in
     fair value of credit
     default swaps hedging
     the corporate loan book,
     net of provision for
     credit losses(9)             (2)       (7)      (44)       (9)      (32)
    Recovery of (provision
     for) income taxes due
     to changes in statutory
     income tax rates(10)          -        11         -        11         -
    Release of (provision for)
     insurance claims(11)          -        17         -        17         -
    General allowance release
     (increase) in Canadian
     Personal and Commercial
     Banking and Wholesale
     Banking(12)                  44         -       (77)       44      (132)
    Settlement of TD
     Banknorth shareholder
     litigation(13)                -         -       (39)        -       (39)
    -------------------------------------------------------------------------
    Total adjustments for
     items of note               (58)     (133)     (471)     (191)     (908)
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    Net income available to
     common shareholders -
     reported                 $1,128    $1,248      $504    $2,376    $1,128
    -------------------------------------------------------------------------
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    (1)  Adjusted non-interest income excludes the following items of note:
         second quarter 2010 - $5 million loss due to change in fair value of
         credit default swaps (CDS) hedging the corporate loan book, as
         explained in footnote 9; $34 million gain due to change in fair
         value of derivatives hedging the reclassified available-for-sale
         (AFS) debt securities portfolio, as explained in footnote 7; first
         quarter 2010 - $11 million loss due to change in fair value of CDS
         hedging the corporate loan book; $12 million gain due to change in
         fair value of derivatives hedging the reclassified AFS debt
         securities portfolio; $25 million recovery of insurance claims, as
         explained in footnote 11; second quarter 2009 - $61 million loss due
         to change in fair value of CDS hedging the corporate loan book;
         $166 million loss due to change in fair value of derivatives hedging
         the reclassified AFS debt securities portfolio; first quarter 2009 -
         $13 million gain due to change in fair value of CDS hedging the
         corporate loan book; $313 million loss due to change in fair value
         of derivatives hedging the reclassified AFS debt securities
         portfolio.
    (2)  Adjusted provision for credit losses (PCL) excludes the following
         items of note: second quarter 2010 - $60 million release in general
         allowance for credit losses in Canadian Personal and Commercial
         Banking and Wholesale Banking; second quarter 2009 - $110 million
         increase in general allowance for credit losses in Canadian Personal
         and Commercial Banking (excluding VFC) and Wholesale Banking; first
         quarter 2009 - $80 million increase in general allowance for credit
         losses in Canadian Personal and Commercial Banking (excluding VFC)
         and Wholesale Banking.
    (3)  Adjusted non-interest expenses excludes the following items of note:
         second quarter 2010 - $149 million amortization of intangibles, as
         explained in footnote 6; first quarter 2010 - $149 million
         amortization of intangibles; $71 million restructuring and
         integration charges related to the Commerce acquisition, as
         explained in footnote 8; second quarter 2009 - $171 million
         amortization of intangibles; $77 million restructuring and
         integration charges related to the Commerce acquisition; settlement
         of TD Banknorth shareholder litigation of $58 million, as explained
         in footnote 13; first quarter 2009 - $173 million amortization of
         intangibles; $106 million restructuring and integration charges
         related to the Commerce acquisition.
    (4)  For reconciliation between reported and adjusted provision for
         income taxes, see the 'Non-GAAP Financial Measures - Reconciliation
         of Reported to Adjusted Provision for Income Taxes' table in the
         "Taxes" section.
    (5)  Adjusted equity in net income of an associated company excludes the
         following items of note: second quarter 2010 - $22 million
         amortization of intangibles, as explained in footnote 6; first
         quarter 2010 - $17 million amortization of intangibles; second
         quarter 2009 - $16 million amortization of intangibles; first
         quarter 2009 - $15 million amortization of intangibles.
    (6)  Amortization of intangibles primarily relates to the Canada Trust
         acquisition in 2000, the TD Banknorth acquisition in 2005 and its
         privatization in 2007, the Commerce acquisition in 2008, the
         acquisitions by TD Banknorth of Hudson United Bancorp (Hudson) in
         2006 and Interchange Financial Services (Interchange) in 2007, and
         the amortization of intangibles included in equity in net income of
         TD Ameritrade.
    (7)  Effective August 1, 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.
         The Bank no longer intends to actively trade in these debt
         securities. Accordingly, the Bank reclassified certain debt
         securities from trading to the available-for-sale category in
         accordance with the Amendments to 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. Adjusted results of
         the Bank exclude the gains and losses of the derivatives in excess
         of the accrued amount.
    (8)  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, contract termination
         fees, 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). As of Q1 2010,
         US$550 million in total had been disclosed as the item of note for
         restructuring and integration charges related to the acquisition of
         Commerce and related initiatives in the relevant quarters. U.S.
         Personal and Commercial Banking has elected not to include any
         further Commerce-related restructuring and integration charges in
         this item of note as the efforts in these areas wind down and in
         light of the fact that the restructuring and integration is
         substantially complete. US$14 million of non-interest expenses in Q1
         2010 relating to residual restructuring and integration was not
         included in the amount of the item of note that quarter.
    (9)  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
         earnings exclude the gains and losses on the CDS in excess of the
         accrued cost. When a credit event occurs in the corporate loan book
         that has an associated CDS hedge, the PCL related to the portion
         that was hedged via the CDS is netted against this item of note.
    (10) This represents the impact of scheduled changes in the income tax
         statutory rate on net future income tax balances.
    (11) The Bank accrued an additional actuarial liability in its insurance
         subsidiary operations for potential losses in the first quarter of
         2008 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. In Q3 2009,
         the government of Alberta won its appeal of the decision. The
         plaintiffs sought leave to appeal the decision to the Supreme Court
         of Canada and in Q1 2010, the Supreme Court of Canada denied the
         plaintiffs' application to seek leave to appeal. As result of this
         favourable outcome, the Bank released its provision related to the
         minor injury cap litigation in Alberta. The provision for the case
         in the Atlantic provinces remains as the ultimate outcome is not yet
         determinable.
    (12) Effective November 1, 2009, TD Financing Services (formerly VFC
         Inc.) aligned their loan loss methodology with that used for all
         other Canadian Personal and Commercial Banking retail loans; any
         general provisions resulting from the revised methodology are
         included.
    (13) Upon the announcement of the privatization of TD Banknorth in
         November 2006, certain minority shareholders of TD Banknorth
         initiated class action litigation alleging various claims against
         the Bank, TD Banknorth, and TD Banknorth officers and directors. The
         parties agreed to settle the litigation in February 2009 for
        $61.3 million (US$50 million) of which $3.7 million (US$3 million)
         had been previously accrued on privatization. The Court of Chancery
         in Delaware approved the settlement of the TD Banknorth
         Shareholders' Litigation effective June 24, 2009, and the settlement
         became final.


    Reconciliation of Reported Earnings per Share (EPS) to Adjusted EPS(1)
    -------------------------------------------------------------------------
                                                                 For the six
                              For the three months ended        months ended
                            -------------------------------------------------
                             Apr. 30,  Jan. 31,  Apr. 30,  Apr. 30,  Apr. 30,
    (Canadian dollars)          2010      2010    2009(2)     2010    2009(2)
    -------------------------------------------------------------------------
    Diluted - reported         $1.30     $1.44     $0.59     $2.74     $1.34
    Items of note affecting
     income (as above)          0.06      0.16      0.55      0.22      1.08
    -------------------------------------------------------------------------
    Diluted - adjusted         $1.36     $1.60     $1.14     $2.96     $2.42
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    Basic - reported           $1.31     $1.45     $0.59     $2.76     $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.
    (2) Certain comparative amounts are presented after adjustments resulting
        from adoption of the 2009 financial instruments amendments, as
        described in Note 1 to the Interim Consolidated Financial Statements.
    

Significant Events in 2010

On May 17, 2010, the Bank announced that it has signed a definitive agreement with The South Financial Group, Inc. (South Financial) for the Bank to acquire 100% of the outstanding common shares of South Financial for approximately $61 million in cash or the Bank's common stock. In addition, immediately prior to completion of the transaction, the United States Department of the Treasury will sell to the Bank its South Financial preferred stock and the associated warrant acquired under the Treasury's Capital Purchase Program and discharge all accrued but unpaid dividends on that stock for total cash consideration of approximately $130.6 million. The transaction is expected to close in the third quarter of 2010, promptly following receipt of regulatory approvals and approval by South Financial's shareholders.

As at March 31, 2010, South Financial had total assets of US$12.4 billion and total deposits of US$9.8 billion. The transaction is expected to be slightly accretive to the Bank's earnings in fiscal 2011 and have an impact of 40-50 basis points (bps) on Tier 1 capital after taking into account the issuance by the Bank of approximately $250 million worth of common shares in Canada prior to closing, for prudent capital management.

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 including TD Bank, America's Most Convenient Bank; and Wholesale Banking, including TD Securities. The Bank's other activities are grouped into the Corporate segment.

Results of each business segment reflect revenue, expenses, assets, and liabilities generated by the businesses 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 expenses 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 2009 Annual Report, and Note 34 to the 2009 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 the "How We Performed" section.

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 increase to net interest income and provision for income taxes reflected in Wholesale Banking results is reversed in the Corporate segment. The TEB adjustment for the quarter was $110 million, compared with $103 million in the second quarter last year, and $96 million in the prior quarter. On a year-to-date basis, the TEB adjustment was $206 million, compared with $288 million in the same period last year.

The Bank securitizes retail loans and receivables, and records a gain or loss on sale, including the recognition of an asset related to retained interests. Credit losses incurred on retained interests after securitization are recorded as a charge to non-interest income in the Bank's Interim Consolidated Financial Statements. For segment reporting, PCL related to securitized volumes is included in Canadian Personal and Commercial Banking but is reversed in the Corporate segment and reclassified as a charge to non-interest income to comply with GAAP.

    
    Canadian Personal and Commercial Banking
    -------------------------------------------------------------------------
                                                                 For the six
                              For the three months ended        months ended
    (millions of Canadian   -------------------------------------------------
     dollars, except as      Apr. 30,  Jan. 31,  Apr. 30,  Apr. 30,  Apr. 30,
     noted)                     2010      2010      2009      2010      2009
    -------------------------------------------------------------------------
    Net interest income       $1,717    $1,744    $1,536    $3,461    $3,030
    Non-interest income          801       795       740     1,596     1,538
    -------------------------------------------------------------------------
    Total revenue              2,518     2,539     2,276     5,057     4,568
    Provision for credit
     losses                      256       315       286       571       552
    Non-interest expenses      1,187     1,194     1,143     2,381     2,329
    Net income                   761       720       589     1,481     1,173
    -------------------------------------------------------------------------
    Selected volumes and
     ratios
    Return on invested
     capital                   33.7%     31.3%     27.9%     32.5%     27.4%
    Margin on average earning
     assets (including
     securitized assets)       2.92%     2.93%     2.94%     2.93%     2.88%
    Efficiency ratio           47.1%     47.0%     50.2%     47.1%     51.0%
    Number of Canadian
     retail stores             1,115     1,111     1,108     1,115     1,108
    Average number of
     full-time equivalent
     staff                    33,726    33,278    32,442    33,498    32,534
    -------------------------------------------------------------------------


    Quarterly comparison - Q2 2010 vs. Q2 2009
    ------------------------------------------
    

Canadian Personal and Commercial Banking net income for the quarter was $761 million, an increase of $172 million, or 29%, compared with the second quarter last year. The annualized return on invested capital for the quarter was 33.7%, compared with 27.9% in the second quarter last year.

Canadian Personal and Commercial Banking revenue is derived from personal banking, business banking, and insurance. Revenue for the quarter was $2,518 million, an increase of $242 million, or 11%, compared with the second quarter last year primarily due to strong volume growth across most banking products. Volume growth was primarily in real estate secured lending, business deposits, and consumer loans. Compared with the second quarter last year, real estate secured lending volume, including securitizations, increased $20.9 billion, or 13%, while consumer loan volume increased $3.8 billion, or 14%. Business loans and acceptances volume increased $1.6 billion, or 5%. Personal deposit volume increased $3.0 billion, or 2%, while business deposit volume increased $6.7 billion, or 14%. Margin on average earning assets decreased by 2 bps to 2.92% compared with the second quarter last year as higher margins in real estate secured lending were partially offset by margin compression in deposits. Non-interest income grew by $61 million, or 8%. Last year included an adjustment to the cost of Visa travel reward points and higher loss ratios in the insurance business, which were partially offset by gains due to a change in the insurance liabilities discount rate. Gross originated insurance premiums increased $87 million, or 13%, compared to the second quarter last year.

PCL for the quarter was $256 million, a decrease of $30 million, or 10%, compared with the second quarter last year. Personal banking PCL was $230 million, a decrease of $30 million, or 12%, mainly due to lower bankruptcies and better credit quality, partially offset by volume growth. Business banking PCL was $26 million, flat compared with the second quarter last year. Annualized PCL as a percentage of credit volume was 0.43%, a decrease of 11 bps, compared with the second quarter last year. Net impaired loans, including the U.S. credit card business, were $505 million, a decrease of $14 million, or 3%, over the second quarter last year. Net impaired loans in Commercial Banking remain at relatively low levels largely due to active file management. Net impaired loans as a percentage of total loans were 0.81%, compared with 0.93% as at April 30, 2009.

Non-interest expenses for the quarter were $1,187 million, an increase of $44 million, or 4%, compared with the second quarter last year, primarily due to higher project related expenditures, non credit losses, and employee compensation.

The average full-time equivalent (FTE) staffing levels increased by 1,284, or 4%, compared with the second quarter last year. The efficiency ratio for the quarter improved to 47.1%, compared with 50.2% in the second quarter last year.

    
    Quarterly comparison - Q2 2010 vs. Q1 2010
    ------------------------------------------
    

Canadian Personal and Commercial Banking net income for the quarter increased $41 million, or 6%, compared with the prior quarter. The annualized return on invested capital for the quarter was 33.7%, compared with 31.3% in the prior quarter.

Revenue for the quarter decreased $21 million, or 1%, compared with the prior quarter mainly due to fewer calendar days in the current quarter. Margin on average earning assets decreased by 1 bp to 2.92% compared with the prior quarter. Compared with the prior quarter, real estate secured lending volume, including securitizations, increased $3.0 billion, or 2%, consumer loan volume increased $0.7 billion, or 2%, while business loans and acceptances increased $0.6 billion, or 2%. Personal deposit volume increased $0.9 billion, or 1%, while business deposit volume increased $0.6 billion, or 1%. Gross originated insurance premiums increased $121 million, or 18%, partly due to the seasonality of policy renewals.

PCL for the quarter decreased $59 million, or 19%. Personal banking PCL decreased $48 million, or 17%, while business banking PCL decreased $11 million, or 30%. Net impaired loans decreased $5 million, or 1%, compared to the prior quarter largely from higher provisions. Net impaired loans as a percentage of total loans were 0.81%, compared with 0.84% as at January 31, 2010.

Non-interest expenses for the quarter decreased $7 million, or 1%, compared with the prior quarter.

The average FTE staffing levels increased by 448, or 1%. The efficiency ratio for the current quarter of 47.1% remained flat, compared with 47.0% in the prior quarter.

    
    Year-to-date comparison - Q2 2010 vs. Q2 2009
    ---------------------------------------------
    

Canadian Personal and Commercial Banking net income for the six months ended April 30, 2010 was $1,481 million, an increase of $308 million, or 26%, compared with the same period last year. On a year-to-date basis, the annualized return on invested capital was 32.5%, compared with 27.4% for the same period last year.

Revenue on a year-to-date basis was $5,057 million, an increase of $489 million, or 11%, compared with the same period last year, mainly due to strong volume growth across most banking products, and to a lesser extent higher margins, partially offset by higher insurance claims. In addition, the prior year included an adjustment to the cost of Visa travel reward points and higher loss ratios in the insurance business. The margin on average earning assets on a year-to-date basis increased by 5 bps to 2.93% when compared with the same period last year due to higher margins in real estate secured lending, which were partially offset by margin compression in deposits due to the low interest rate environment. Volume growth was primarily in real estate secured lending, and in personal and business deposits. Real estate secured lending volume, including securitizations, increased $7.0 billion, or 4%, while consumer loan volume increased $4.1 billion, or 15%. Business loans and acceptances volume increased $1.3 billion, or 4%. Personal deposit volume increased $4.7 billion, or 4%, while business deposit volume increased $6.6 billion, or 14%. Gross originated insurance premiums increased $140 million, or 11%.

PCL on a year-to-date basis was $571 million, an increase of $19 million, or 3%, compared with the same period last year. Personal banking PCL was $507 million, an increase of $2 million, and business banking PCL was $64 million, an increase of $17 million, or 36%. Net impaired loans decreased $14 million, or 3%.

On a year-to-date basis, non-interest expenses were $2,381 million, an increase of $52 million, or 2%, compared with the same period last year, primarily due to higher employee compensation, project related expenditures, and non credit losses, partially offset by lower litigation costs.

The average FTE staffing levels on a year-to-date basis increased by 964, or 3%, compared with the same period last year. The efficiency ratio on a year-to-date basis improved to 47.1%, compared with 51.0% for the same period last year.

    
    Business Outlook
    ----------------
    

While we continue to benefit from our leadership position in branch hours and the ongoing investment in our network, earnings growth for the balance of the year will moderate due to slower volume growth and pressure on margins and expenses. Although rising rates will benefit deposit margins, a competitive pricing environment will put both lending and deposit margins under pressure and will lead to more moderate revenue growth. Credit losses on personal loans are expected to stabilize. Although insurance revenue remains somewhat vulnerable to rising claim costs, strong underlying business growth combined with improving product margins and a likely return to more normal weather related claim levels should provide positive momentum through the latter part of 2010. Expenses will continue to be well controlled in keeping with revenue growth and appropriate ongoing investment in our business. The overall increase in expenses from 2009 to 2010 will be led by higher employee compensation and benefit costs, and investment in strategic initiatives to support future growth.

    
    Wealth Management
    -------------------------------------------------------------------------
                                                                 For the six
                              For the three months ended        months ended
    (millions of Canadian   -------------------------------------------------
     dollars, except as      Apr. 30,  Jan. 31,  Apr. 30,  Apr. 30,  Apr. 30,
     noted)                     2010      2010      2009      2010      2009
    -------------------------------------------------------------------------
    Net interest income          $80       $66       $63      $146      $138
    Non-interest income          532       524       465     1,056       918
    -------------------------------------------------------------------------
    Total revenue                612       590       528     1,202     1,056
    Non-interest expenses        452       446       414       898       833

    Net income
    Global Wealth                111       101        78       212       153
    TD Ameritrade                 56        43        48        99       125
    -------------------------------------------------------------------------
    Total net income             167       144       126       311       278
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    Selected volumes and
     ratios
    Assets under administration
     (billions of Canadian
     dollars)                    214       200       174       214       174
    Assets under management
     (billions of Canadian
     dollars)                    175       172       168       175       168
    Return on invested
     capital                   15.5%     12.7%     10.7%     14.1%     11.9%
    Efficiency ratio           73.9%     75.6%     78.4%     74.7%     78.9%
    Average number of full-
     time equivalent staff     7,112     7,034     6,962     7,072     6,898
    -------------------------------------------------------------------------


    Quarterly comparison - Q2 2010 vs. Q2 2009
    ------------------------------------------
    

Wealth Management net income for the quarter was $167 million, an increase of $41 million, or 33%, compared with the second quarter last year. Global Wealth net income, which excludes TD Ameritrade, was $111 million, an increase of $33 million, or 42%, compared with the second quarter last year, largely driven by higher client assets and trading volumes. The Bank's reported investment in TD Ameritrade generated net income for the quarter of $56 million, an increase of $8 million, or 17%, compared with the second quarter last year. The increase was due to higher earnings in TD Ameritrade, partially offset by the translation effect of a stronger Canadian dollar. For its second quarter ended March 31, 2010, TD Ameritrade reported net income of US$163 million, an increase of US$31 million, or 23%, compared with the second quarter last year. Wealth Management's annualized return on invested capital for the quarter was 15.5%, compared with 10.7% in the second quarter last year.

Wealth Management revenue is derived from online brokerage, advice-based businesses, and asset management. Revenue for the quarter was $612 million, an increase of $84 million, or 16%, compared to the second quarter last year. The increase was primarily due to higher assets under administration and assets under management which drove strong revenue growth in the advice-based and mutual fund businesses, higher trading volumes, the inclusion of U.K. acquisitions, and higher client margin loans and deposit balances combined with improved net interest margin. This increase was partially offset by reduced commissions per trade in online brokerage in Canada due to the translation effect of a stronger Canadian dollar and the growth in the active trader client base.

Non-interest expenses for the quarter were $452 million, an increase of $38 million, or 9%, compared with the second quarter last year. This increase was primarily due to higher variable compensation and trailer fees driven by increased asset values in the advice-based and mutual fund businesses, higher infrastructure investment to support business growth, and the inclusion of U.K. acquisitions related costs. These increases were partially offset by the reduced staffing levels in the U.S. wealth management businesses resulting from the winding down of the financial advisory business.

The average FTE staffing levels increased by 150, or 2%, compared with the second quarter last year, primarily due to additional FTE staff related to the U.K. acquisitions and increased staff levels related to higher business volumes, partially offset by a reduction of staff in the U.S. wealth management businesses. The efficiency ratio for the current quarter improved to 73.9%, compared with 78.4% in the second quarter last year.

Assets under administration of $214 billion, as at April 30, 2010, increased by $40 billion, or 23%, from April 30, 2009. Assets under management of $175 billion, as at April 30, 2010, increased by $7 billion, or 4%, from April 30, 2009. These increases were driven by market appreciation and net new client assets.

    
    Quarterly comparison - Q2 2010 vs. Q1 2010
    ------------------------------------------
    

Wealth Management net income for the quarter increased $23 million, or 16%, compared with the prior quarter. Global Wealth net income increased $10 million, or 10%, compared with the prior quarter mainly due to higher fee based revenue from higher average client assets in the mutual fund and advice-based businesses and improved net interest margin. The Bank's reported investment in TD Ameritrade reflected an increase in net income of $13 million, or 30%, compared with the prior quarter due to higher earnings in TD Ameritrade. For its second quarter ended March 31, 2010, TD Ameritrade reported net income increased US$27 million, or 20%, compared with the prior quarter. Wealth Management's annualized return on invested capital for the quarter was 15.5%, compared with 12.7% in the prior quarter.

Revenue for the quarter increased $22 million, or 4%, compared with the prior quarter, primarily due to higher fee based revenue from higher average client assets in the mutual fund and advice-based businesses and improved net interest margin. This increase was partially offset by declining commissions per trade in the Canadian online brokerage business, and lower new issue revenue.

Non-interest expenses increased $6 million, or 1%, compared to the prior quarter. This increase was the result of higher variable compensation and trailer fees associated with higher client assets, higher execution and clearing expenses, and increased infrastructure investment to support business growth. This increase was partially offset by lower benefit expenses and reduced expenses in the U.S. wealth management businesses.

The average FTE staffing levels increased by 78, or 1%, compared with the prior quarter, primarily due to additional FTE staff related to servicing seasonal volumes. This increase was partially offset by reduced FTE staff in the U.S. wealth management businesses. The efficiency ratio for the current quarter improved to 73.9%, compared with 75.6% in the prior quarter.

Assets under administration as at April 30, 2010 increased $14 billion, or 7%, from January 31, 2010. Assets under management as at April 30, 2010 increased $3 billion, or 2%, from January 31, 2010. These increases were driven by market appreciation and net new client assets.

    
    Year-to-date comparison - Q2 2010 vs. Q2 2009
    ---------------------------------------------
    

Wealth Management net income for the six months ended April 30, 2010 was $311 million, an increase of $33 million, or 12%, compared with the same period last year. Global Wealth net income was $212 million, an increase of $59 million, or 39%, compared with the same period last year, mainly due to higher fees from increased average client assets, improved net interest margin, higher trading volumes, the inclusion of U.K. acquisitions, and higher client deposits and margin loans. The Bank's reported investment in TD Ameritrade generated $99 million of net income, a decrease of $26 million, or 21%, compared with the same period last year. The decline was driven by the translation effect of a stronger Canadian dollar. For its six months ended March 31, 2010, TD Ameritrade reported net income decreased US$17 million, or 5%, compared with the same period last year. On a year-to-date basis, Wealth Management's annualized return on invested capital was 14.1%, compared with 11.9% in the same period last year.

Revenue on a year-to-date basis was $1,202 million, an increase of $146 million, or 14%, compared with the same period last year. The increase was primarily due to increased fee based revenue from higher average client assets in the asset management and advice-based businesses, higher interest revenue from improved margins in the Canadian businesses, increased trading volumes, and the inclusion of U.K. acquisitions. This increase was partially offset by declining commissions per trade in the online brokerage business.

On a year-to-date basis, non-interest expenses were $898 million, an increase of $65 million, or 8%, compared with the same period last year. This increase was the result of higher variable compensation associated with the increased fee based revenue earned on higher client assets, higher trailer payments related to higher mutual fund assets, the inclusion of U.K. acquisitions related costs, higher infrastructure investment to support business growth, and higher compensation costs associated with increased FTE staffing levels. These expense increases were partially offset by declining non-credit losses and reduced expenses in the U.S. wealth management businesses.

The average FTE staffing levels on a year-to-date basis increased by 174, or 3%, compared with the same period last year, primarily due to additional FTE staff related to the U.K. acquisitions, growth in the Canadian client facing FTE staff, and higher FTE staff related to business volumes. This increase was partially offset by reduced FTE staff in the U.S. wealth management businesses. The efficiency ratio on a year-to-date basis improved to 74.7%, compared with 78.9% in the same period last year.

    
    Business Outlook
    ----------------
    

In the second quarter, the advice-based and asset management businesses continued the trend of stronger asset growth due to a rebound in equity markets at the beginning of the year. Client engagement remains strong as evidenced by growth in new accounts and client assets. We continue our focused investment in client-facing staff, products, and technology to support business growth. The outlook for the remainder of 2010 remains cautiously optimistic as market volatility continues to exist.

    
    U.S. Personal and Commercial Banking
    -------------------------------------------------------------------------
                                                  For the three months ended
                  -----------------------------------------------------------
    (millions of              Canadian dollars                  U.S. dollars
     dollars,     -----------------------------------------------------------
     except        Apr. 30,  Jan. 31,  Apr. 30,  Apr. 30,  Jan. 31,  Apr. 30,
     as noted)        2010      2010    2009(1)     2010      2010    2009(1)
    -------------------------------------------------------------------------
    Net interest
     income           $879      $829    $1,002      $856      $788      $805
    Non-interest
     income            294       315       279       289       299       224
    -------------------------------------------------------------------------
    Total revenue    1,173     1,144     1,281     1,145     1,087     1,029
    Provision for
     credit
     losses - loans    159       192       201       154       182       161
    Provision for
     credit
     losses -
     securities
     classified
     as loans            9         9       116         8         9        95
    -------------------------------------------------------------------------
    Provision for
     credit
     losses - total    168       201       317       162       191       256
    Non-interest
     expenses -
     reported          677       746       823       659       709       661
    Non-interest
     expenses -
     adjusted          677       674       747       659       641       600
    Net income -
     reported          245       181       158       241       172       126
    Net income -
     adjusted          245       227       208       241       216       166
    -------------------------------------------------------------------------
    Selected volumes
     and ratios
    Return on
     invested
     capital          5.6%      5.0%      3.9%      5.6%      5.0%      3.9%
    Margin on
     average
     earning
     assets (TEB)    3.59%     3.41%     3.58%     3.59%     3.41%     3.58%
    Efficiency
     ratio -
     reported        57.7%     65.2%     64.2%     57.7%     65.2%     64.2%
    Efficiency
     ratio -
     adjusted        57.7%     58.9%     58.3%     57.7%     58.9%     58.3%
    Number of U.S.
     retail stores   1,114     1,039     1,018     1,114     1,039     1,018
    Average number
     of full-time
     equivalent
     staff          19,387    19,117    19,916    19,387    19,117    19,916
    -------------------------------------------------------------------------


    -------------------------------------------------------------------------
                                                    For the six months ended
                                      ---------------------------------------
                                        Canadian dollars        U.S. dollars
                                      ---------------------------------------
    (millions of dollars,              Apr. 30,  Apr. 30,  Apr. 30,  Apr. 30,
     except as noted)                     2010    2009(1)     2010    2009(1)
    -------------------------------------------------------------------------
    Net interest income                 $1,708    $1,894    $1,644    $1,541
    Non-interest income                    609       581       588       473
    -------------------------------------------------------------------------
    Total revenue                        2,317     2,475     2,232     2,014
    Provision for credit losses -
     loans                                 351       340       336       276
    Provision for credit losses -
     securities classified as loans         18       209        17       170
    -------------------------------------------------------------------------
    Provision for credit losses -
     total                                 369       549       353       446
    Non-interest expenses - reported     1,423     1,624     1,368     1,321
    Non-interest expenses - adjusted     1,351     1,443     1,300     1,173
    Net income - reported                  426       339       413       277
    Net income - adjusted                  472       456       457       372
    -------------------------------------------------------------------------
    Selected volumes and ratios
    Return on invested capital            5.3%      4.3%      5.3%      4.3%
    Margin on average earning assets
     (TEB)                               3.50%     3.60%     3.50%     3.60%
    Efficiency ratio - reported          61.4%     65.6%     61.3%     65.6%
    Efficiency ratio - adjusted          58.3%     58.3%     58.2%     58.3%
    Number of U.S. retail stores         1,114     1,018     1,114     1,018
    Average number of full-time
     equivalent staff                   19,250    19,752    19,250    19,752
    -------------------------------------------------------------------------
    (1) Certain comparative amounts are presented after adjustments resulting
        from adoption of the 2009 financial instruments amendments, as
        described in Note 1 to the Interim Consolidated Financial Statements.


    Quarterly comparison - Q2 2010 vs. Q2 2009
    ------------------------------------------
    

U.S. Personal and Commercial Banking net income, in Canadian dollar terms, for the quarter was $245 million, an increase of $87 million, or 55%, on a reported basis and $37 million, or 18%, on an adjusted basis, compared to the second quarter last year. The prior year's adjusted net income excluded the item of note. The strengthening of the Canadian dollar against the U.S. dollar decreased the reported and adjusted net income by $55 million for the current quarter. The annualized return on invested capital for the quarter was 5.6%, compared with 3.9% in the second quarter last year.

U.S. Personal and Commercial Banking revenue is derived from traditional personal and commercial banking sources. In U.S. dollar terms, revenue for the quarter was US$1,145 million, an increase of US$116 million, or 11%, compared with the second quarter last year driven by broad based growth across all businesses and categories including strong retail fee growth due to a new pricing structure implemented post integration, partially offset by lower prepayment speeds on loans and securities. Fees resulting from the combined deposit fee structure are expected to decline as a result of new regulations which take effect later this year. Margin on average earning assets increased by 1 bp to 3.59% compared to the second quarter last year, primarily due to expanded loan and deposit margins. Average loans increased US$2.1 billion, or 4%, with average personal loans increasing US$2.6 billion, or 15%, due largely to residential mortgages, and average business loans decreasing US$0.5 billion, or 1%, driven by lower customer demand. Average deposits increased US$25.4 billion, or 26%, which included a US$20.8 billion increase in TD Ameritrade insured deposit accounts (IDA) (formerly known as money market deposit accounts). Average deposit volume, excluding the impact of the TD Ameritrade IDAs, increased US$4.7 billion, or 6%. Business deposit volumes (excluding government) increased US$3.5 billion, or 14%, government deposit volumes decreased US$1.6 billion, or 11%, and personal deposit volumes increased US$2.8 billion, or 7%.

Total PCL for the quarter was US$162 million, a decrease of US$94 million, or 37%, compared with the second quarter last year. PCL for loans for the quarter was US$154 million, a decrease of US$7 million, or 4%, compared to the second quarter last year. Annualized PCL for loans as a percentage of credit volume was 1.2%, a decrease of 10 bps compared with the second quarter last year. Net impaired loans, excluding debt securities classified as loans that are impaired, were US$1,000 million, an increase of US$423 million, or 73%, compared with the second quarter last year. The increase was largely due to net new formations resulting from weakness in the commercial real estate market and the recession in the U.S. Net impaired loans, excluding debt securities classified as loans, as a percentage of total loans were 1.8%, compared with 1.1% as at April 30, 2009. PCL for securities classified as loans for the quarter was US$8 million, a decrease of $87 million, or 92%, compared with the second quarter last year due to the relative stability of the U.S. housing market in the current quarter. Net impaired securities classified as loans were US$702 million at April 30, 2010.

Reported non-interest expenses for the quarter were US$659 million, essentially flat compared to the second quarter last year. On an adjusted basis, excluding the item of note for restructuring and integration charges related to the Commerce acquisition, non-interest expenses for the quarter were US$659 million, an increase of US$59 million, or 10%, largely due to new store expenses, increased FDIC premiums, and higher credit and collection expenses partially offset by integration synergies.

The average FTE staffing levels decreased by 529, or 3%, compared with the second quarter last year. This decrease was due to integration efforts and store consolidations, partially offset by FTE staff increases resulting from 33 new store openings since the second quarter last year and the Florida acquisitions in the current quarter. The reported efficiency ratio for the quarter improved to 57.7%, compared with 64.2% in the second quarter last year. The adjusted efficiency ratio for the quarter improved to 57.7%, compared with 58.3%.

On April 16, 2010, TD Bank acquired certain assets and liabilities of three Florida banks in recent FDIC-assisted transactions. On May 17, 2010, the Bank announced that it has signed a definitive agreement with South Financial for the Bank to acquire 100% of the outstanding common shares for approximately $61 million in cash or the Bank's common stock. Immediately prior to completion of the transaction, the United States Department of the Treasury will sell to the Bank its South Financial preferred stock and the associated warrant acquired under the Treasury's Capital Purchase Program and discharge all accrued but unpaid dividends on that stock for total cash consideration of approximately $130.6 million. The transaction is subject to the shareholders of South Financial and regulatory authority approvals. The transaction is currently expected to close in the third quarter of fiscal 2010.

    
    Quarterly comparison - Q2 2010 vs. Q1 2010
    ------------------------------------------
    

U.S. Personal and Commercial Banking net income, in Canadian dollar terms, for the quarter increased $64 million, or 35%, on a reported basis and $18 million, or 8%, on an adjusted basis, compared to the prior quarter. The prior quarter's adjusted net income excluded the item of note. The annualized return on invested capital for the quarter was 5.6%, compared with 5.0% in the prior quarter.

In U.S. dollar terms, revenue for the quarter increased US$58 million, or 5%, compared with the prior quarter, primarily due to higher product volumes and spreads partially offset by seasonal declines in retail fee income. Margin on average earning assets increased by 18 bps to 3.59% compared to the prior quarter, primarily due to higher spreads on deposits and loans and increased prepayment speeds on loans and securities. Average loans increased $0.9 billion, or 2%, compared to the prior quarter with average business loans increasing $0.2 billion, or 1%, and average personal loans increasing $0.7 billion, or 4%. Average deposits increased US$8.3 billion, or 7%, compared to the prior quarter, including a US$5.7 billion increase in average deposits of TD Ameritrade IDAs. Average deposit volume excluding the impact of the TD Ameritrade IDAs, increased US$2.7 billion, or 3%, with 2% growth in business deposit volume (excluding government) and 3% growth in personal deposit volume.

Total PCL for the quarter decreased US$29 million, or 15%. PCL for loans decreased US$28 million, or 15%, compared with the prior quarter. Annualized PCL for loans as a percentage of credit volume was 1.2%, a decrease of 22 bps compared with the prior quarter. Net impaired loans, excluding debt securities classified as loans that are impaired, were US$1,000 million, a decrease of US$18 million, or 2%, compared with the prior quarter. The decrease was largely due to lower levels of net formations and higher levels of charge-offs. Net impaired loans, excluding debt securities classified as loans, as a percentage of total loans were 1.8%, compared with 1.9% as at January 31, 2010. PCL for securities classified as loans decreased US$1 million compared with the prior quarter due to the relative stability of the U.S. housing market in the current quarter.

Reported non-interest expenses for the quarter decreased US$50 million, or 7%, compared with the prior quarter. On an adjusted basis, excluding the item of note for restructuring and integration charges related to the Commerce acquisition, non-interest expenses for the quarter increased US$18 million, or 3%, due primarily to advertising campaign costs and higher FDIC premiums.

The average FTE staffing levels increased by 270, or 1%, compared with the prior quarter driven primarily by new stores and the acquisitions in Florida. The reported efficiency ratio for the quarter improved to 57.7%, compared with 65.2% in the prior quarter. The adjusted efficiency ratio for the quarter improved to 57.7%, compared with 58.9%.

    
    Year-to-date comparison - Q2 2010 vs. Q2 2009
    ---------------------------------------------
    

U.S. Personal and Commercial Banking reported net income, in Canadian dollar terms, for the six months ended April 30, 2010 was $426 million, an increase of $87 million, or 26%, compared with the same period last year. Adjusted net income for the six months ended April 30, 2010 was $472 million, an increase of $16 million, or 4%. The strengthening of the Canadian dollar against the U.S. dollar decreased the reported and adjusted net income by $83 million and $90 million, respectively, for the current period. On a year-to-date basis, the annualized return on invested capital was 5.3% compared with 4.3% for the same period last year.

In U.S. dollar terms, revenue on a year-to-date basis was US$2,232 million, an increase of US$218 million, or 11%, compared with the same period last year, primarily due to higher fee based revenue, resulting in part from a combined deposit fee structure introduced in connection with the Commerce conversion, improved product spreads, and overall deposit growth, partially offset by lower prepayment speeds on loans and securities. Fees resulting from the combined deposit fee structure are expected to decline as a result of new regulations which take effect later this year. The margin on average earning assets on a year-to-date basis decreased by 10 bps to 3.50% when compared with the same period last year, due to lower prepayment speeds on loans and securities, partially offset by improved product spreads.

Total PCL on a year-to-date basis was US$353 million, a decrease of $93 million, or 21%, compared with the same period last year. PCL for loans was US$336 million, an increase of US$60 million, or 22%, compared to the same period last year, primarily due to higher levels of charge-offs and reserve increases resulting from the recession in the U.S. Annualized PCL for loans as a percentage of credit volume was 1.3%, an increase of 18 bps compared with the same period last year. PCL for securities classified as loans was US$17 million, a decrease of $153 million, or 90%, compared with the same period last year, due to the relative stability of the U.S. housing market in the current quarter.

On a year-to-date basis, reported non-interest expenses were US$1,368 million, an increase of US$47 million, or 4%, compared with the same period last year. On an adjusted basis, excluding the item of note for restructuring and integration charges related to the Commerce acquisition, non-interest expenses were US$1,300 million, an increase of US$127 million, or 11%, largely due to increased FDIC premiums, new store expenses, higher levels of asset recovery and security related expenses, and US$14 million of residual restructuring and integration charges relating to the Commerce acquisition excluded from the items of note.

The average FTE staffing levels on a year-to-date basis decreased by 502, or 3%, compared with the same period last year. This decrease was due to integration efforts and store consolidations, partially offset by FTE staff increases resulting from 33 new store openings since the second quarter last year and the Florida acquisitions in the current period. The reported efficiency ratio on a year-to-date basis improved to 61.4%, compared with 65.6% in the same period last year, whereas, the adjusted efficiency ratio remained relatively flat to the same period last year.

    
    Business Outlook
    ----------------
    

Loan volume growth is expected to improve for the remainder of 2010 based on better economic conditions. Organic deposit growth momentum is expected to continue due to maturing stores, while regulatory changes in the U.S. are expected to reduce certain transaction fees starting at the end of the next quarter. For the remainder of the year, the PCL level is expected to remain in a modest range around current levels. Key drivers of performance for the remainder of 2010 are anticipated to be core deposit and loan growth, credit quality management, competitive pricing, the effect of proposed and pending regulations in the U.S. related to consumer finance, and cross selling products and services in the store network. We are currently reviewing information that is available concerning new legislation; however, since most of these new rules are in the proposal stage, there is uncertainty of the impact, if any, these changes will have on our business.

    
    Wholesale Banking
    -------------------------------------------------------------------------
                                                                 For the six
                              For the three months ended        months ended
    (millions of Canadian   -------------------------------------------------
     dollars, except         Apr. 30,  Jan. 31,  Apr. 30,  Apr. 30,  Apr. 30,
     as noted)                  2010      2010      2009      2010      2009
    -------------------------------------------------------------------------
    Net interest income         $456      $513      $662      $969    $1,382
    Non-interest income          252       400       (42)      652        77
    -------------------------------------------------------------------------
    Total revenue (TEB)          708       913       620     1,621     1,459
    Provision for credit
     losses                       10         8        59        18       125
    Non-interest expenses        372       376       356       748       744
    Net income                   220       372       173       592       438
    -------------------------------------------------------------------------
    Selected volumes and
     ratios
    Risk-weighted assets
     (billions of Canadian
     dollars)                     32        34        43        32        43
    Return on invested
     capital                   29.0%     45.2%     17.6%     37.4%     20.2%
    Efficiency ratio -
     reported                  52.5%     41.2%     57.4%     46.1%     51.0%
    Average number of full-
     time equivalent staff     3,110     3,091     3,028     3,100     3,026
    -------------------------------------------------------------------------


    Quarterly comparison - Q2 2010 vs. Q2 2009
    ------------------------------------------
    

Wholesale Banking net income for the quarter was $220 million, an increase of $47 million, or 27%, compared with the second quarter last year. The increase relates to improved equity and credit trading and to losses in the investment portfolio incurred in the second quarter last year, partially offset by weaker interest rate and foreign exchange revenue in the current quarter. In the second quarter last year, sharp declines in interest rates, tightening credit spreads, and higher levels of volatility in foreign exchange markets drove significant gains. The operating environment was less volatile in the current quarter resulting in reduced trading opportunities. The annualized return on invested capital for the quarter was 29.0%, compared with 17.6% in the second quarter last year.

Wholesale Banking revenue is derived primarily from capital markets and corporate lending. Revenue for the quarter was $708 million, an increase of $88 million, or 14%, compared with the second quarter last year. The increase was primarily related to losses incurred in the second quarter last year from the strategic decision to exit the investment portfolio, and improved equity and credit trading. This increase was partially offset by lower interest rate and foreign exchange revenue as last year's rate cuts and market volatility resulted in increased client hedging activity, wider margins, and trading opportunities as liquidity improved and asset values increased. The investment portfolio reported gains from sales and distributions this quarter compared to significant net security losses in the second quarter last year due to the decision to exit the investment portfolio.

PCL is composed of specific provisions for credit losses and accrual costs for credit protection. PCL for the current quarter was $10 million, compared with $59 million in the second quarter last year. PCL in the current quarter primarily reflects the cost of CDS protection. In the second quarter last year, in addition to CDS protection costs, PCL included a specific allowance of $48 million related to the corporate lending portfolio. Wholesale Banking continues to proactively manage its credit risk and currently holds $1.2 billion in notional CDS protection against the lending portfolio. Net impaired loans were $134 million, an increase of $27 million, or 25%, over the second quarter last year.

Non-interest expenses for the quarter were $372 million, an increase of $16 million, or 4%, compared with the second quarter last year, primarily due to higher operating costs from investment in risk and control infrastructure.

    
    Quarterly comparison - Q2 2010 vs. Q1 2010
    ------------------------------------------
    

Wholesale Banking net income for the quarter decreased $152 million, or 41%, compared with the prior quarter. Higher equity trading revenue and profits in the investment portfolio were more than offset by weaker interest rate and credit trading revenue as markets normalized considerably in the current quarter. The annualized return on invested capital for the quarter was 29.0%, compared with 45.2% in the prior quarter.

Revenue for the quarter decreased $205 million, or 22%, compared with the prior quarter, primarily due to reduced trading revenue in the interest rate and credit businesses as spreads narrowed and interest rates and credit spreads stabilized. In addition, in the last quarter credit trading improved as certain non-core positions were exited and favourable market conditions allowed the segment to amend a number of transactions on a profitable basis. Fee income decreased despite strong government debt issuance activity as equity underwriting and mergers and acquisitions fees declined. These decreases were partially offset by improved equity trading revenue.

PCL for the quarter increased $2 million compared with the prior quarter, however, the level of PCL remains low. PCL for the current and prior quarter included $9 million in the cost of credit protection. In the prior quarter, small specific provisions were offset by a recovery in the corporate lending portfolio. Net impaired loans decreased $11 million, or 8%, compared to the prior quarter.

Non-interest expenses for the quarter decreased $4 million, or 1%, compared with the prior quarter, due to a reduction in variable compensation partially offset by higher operating expenses.

    
    Year-to-date comparison - Q2 2010 vs. Q2 2009
    ---------------------------------------------
    

Wholesale Banking net income for the six months ended April 30, 2010 was $592 million, an increase of $154 million, or 35%, compared with the same period last year. The increase is primarily related to losses in the investment portfolio and credit trading that occurred in the first half of last year. Offsetting this improvement were market driven reductions in trading revenue in the first half of the current year. In addition, the prior year included a large recovery from a cancelled loan commitment. On a year-to-date basis, the annualized return on invested capital was 37.4%, compared with 20.2% for the same period last year.

Revenue on a year-to-date basis was $1,621 million, an increase of $162 million, or 11%, compared with the same period last year, primarily due to security losses from the exit of the investment portfolio last year. Credit trading revenue also increased from improved trading and the profitable wind-down of the non-core portfolio. Offsetting these gains were reductions in equity, foreign exchange, and interest rate trading. Equity trading revenue decreased due to higher tax exempt client transactions in the prior year. Interest rate and foreign exchange trading normalized from elevated levels in the prior year due to a more stable interest rate environment with fewer trading opportunities and reduced client activity. Corporate lending revenue increased due to higher margins and fees, partially offset by lower volumes.

PCL on a year-to-date basis was $18 million, a decrease of $107 million, or 86%, compared with the same period last year. PCL in the current period is mainly composed of the accrual cost of CDS protection. Specific provisions in the same period last year included specific allowances relating to two corporate lending clients and a private equity client.

On a year-to-date basis, non-interest expenses were $748 million, an increase of $4 million compared with the same period last year, primarily due to higher operating costs from investment in risk and control infrastructure partially offset by lower variable compensation.

    
    Business Outlook
    ----------------
    

Wholesale Banking had a strong quarter delivering solid returns across all our key businesses while continuing to focus on growing our franchise businesses. We expect lower levels of profitability for the remainder of 2010 as moderation in key markets continues and competition increases. Key priorities for 2010 include expanding the North American fixed income and foreign exchange businesses and solidifying our position as a top-ranked integrated domestic investment dealer.

    
    Corporate
    -------------------------------------------------------------------------
                                                                 For the six
                              For the three months ended        months ended
                            -------------------------------------------------
    (millions of             Apr. 30,  Jan. 31,  Apr. 30,  Apr. 30,  Apr. 30,
     Canadian dollars)          2010      2010      2009      2010      2009
    -------------------------------------------------------------------------
    Corporate segment net
     loss - reported           $(217)    $(120)    $(501)    $(337)  $(1,030)
    -------------------------------------------------------------------------
    Adjustments for items
     of note, net of
     income taxes
    Amortization of
     intangibles                 123       112       127       235       254
    Decrease (increase)
     in fair value of
     derivatives hedging
     the reclassified
     available-for-sale
     securities portfolio        (23)       (4)      134       (27)      334
    Decrease (increase) in
     fair value of credit
     default swaps hedging
     the corporate loan
     book, net of provision
     for credit losses             2         7        44         9        32
    Provision for
     (recovery of) income
     taxes due to changes
     in statutory income
     tax rates                     -       (11)        -       (11)        -
    General allowance
     increase (release) in
     Canadian Personal and
     Commercial Banking and
     Wholesale Banking(1)        (44)        -        77       (44)      132
    Provision for
     (release of)
     insurance claims              -       (17)        -       (17)        -
    Settlement of TD
     Banknorth shareholder
     litigation                    -         -        39         -        39
    -------------------------------------------------------------------------
    Total adjustments for
     items of note                58        87       421       145       791
    -------------------------------------------------------------------------
    Corporate segment net
     loss - adjusted           $(159)     $(33)     $(80)    $(192)    $(239)
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------

    Decomposition of items
     included in net loss -
     adjusted
    Net securitization            $2       $(5)      $40       $(3)       $7
    Net corporate expenses       (98)      (62)      (69)     (160)     (129)
    Other                        (63)       34       (51)      (29)     (117)
    -------------------------------------------------------------------------
    Corporate segment net
     loss - adjusted           $(159)     $(33)     $(80)    $(192)    $(239)
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    (1) Effective November 1, 2009, TD Financing Services (formerly VFC Inc.)
        aligned their loan loss methodology with that used for all other
        Canadian Personal and Commercial Banking retail loans; any general
        provisions resulting from the revised methodology are included in
        "General allowance increase (release) in Canadian Personal and
        Commercial Banking and Wholesale Banking."

    Adjusted results are non-GAAP. Refer to the "How the Bank Reports"
    section for an explanation and reconciliation of reported and adjusted
    results.


    Quarterly comparison - Q2 2010 vs. Q2 2009
    ------------------------------------------
    

Corporate segment's reported net loss for the quarter was $217 million, compared with a reported net loss of $501 million in the second quarter last year. Adjusted net loss for the quarter was $159 million, compared with an adjusted net loss of $80 million. Compared with the second quarter last year, the higher adjusted net loss was primarily attributable to lower securitization gains, unfavourable valuations of hedges, and higher net corporate expenses in the current quarter.

    
    Quarterly comparison - Q2 2010 vs. Q1 2010
    ------------------------------------------
    

Corporate segment's reported net loss for the quarter was $217 million, compared with a reported net loss of $120 million in the prior quarter. Adjusted net loss for the quarter was $159 million, compared with an adjusted net loss of $33 million. The higher adjusted net loss was primarily attributable to higher net corporate expenses, unfavourable valuations of hedges, and the impact of favourable tax items and revaluation of securitization exposures reported in the prior quarter.

    
    Year-to-date comparison - Q2 2010 vs. Q2 2009
    ---------------------------------------------
    

Corporate segment's reported net loss for the six months ended April 30, 2010 was $337 million, compared with a reported net loss of $1,030 million in the same period last year. Adjusted net loss for the six months ended April 30, 2010 was $192 million, compared with an adjusted net loss of $239 million. The lower adjusted net loss was primarily attributable to favourable revaluation of securitization exposures, the impact of unfavourable tax items reported last year, partially offset by higher net corporate expenses.

    
    Outlook
    -------
    

The quarter's Corporate segment loss was higher than expected as a result of the factors outlined above. Corporate expenses will continue to rise and securitization gains are expected to be lower for the balance of the year. While the amount of the Corporate segment's loss is inherently difficult to predict, because of these factors the Corporate segment loss for the balance of the year will remain at elevated levels.

    
    SHAREHOLDER AND INVESTOR INFORMATION
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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
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    Internet website: http://www.td.com
    Internet e-mail: customer.service@td.com


    Access to Quarterly Results Materials
    -------------------------------------
    

Interested investors, the media and others may view this second quarter earnings news release, results slides, supplementary financial information, and the Report to Shareholders on the TDBFG website at www.td.com/investor/qr_2010.jsp.

    
    Quarterly Earnings Conference Call
    ----------------------------------
    

TD Bank Financial Group will host an earnings conference call in Toronto, Ontario on May 27, 2010. The call will be webcast live via TDBFG's website at 3 p.m. ET. The call and webcast will feature presentations by TDBFG executives on the Bank's financial results for the second 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/qr_2010.jsp on May 27, 2010, before 12 p.m. ET. A listen-only telephone line is available at 416-644-3414 or 1-877-974-0445 (toll free).

The webcast and presentations will be archived at http://www.td.com/investor/qr_2010.jsp. Replay of the teleconference will be available from 6 p.m. ET on May 27, 2010, until June 27, 2010, by calling 416-640-1917 or 1-877-289-8525 (toll free). The passcode is 4286931 followed by the number sign.

About TD Bank Financial Group

The Toronto-Dominion Bank and its subsidiaries are collectively known as TD Bank Financial Group (TDBFG or the Bank). TDBFG is the sixth largest bank in North America by branches and serves more than 18 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, including TD Bank, America's Most Convenient Bank; and Wholesale Banking, including TD Securities. TDBFG also ranks among the world's leading online financial services firms, with more than 6 million online customers. TDBFG had $574 billion in assets on April 30, 2010. The Toronto-Dominion Bank trades under the symbol "TD" on the Toronto and New York Stock Exchanges.

SOURCE TD Bank Group

For further information: For further information: Rudy Sankovic, Senior Vice President, Investor Relations, (416) 308-9030; Wojtek Dabrowski, Manager, Media Relations, (416) 307-8149


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