TD Bank Financial Group Reports Very Strong Third Quarter 2007 Earnings, Raises Dividend



    
    THIRD QUARTER FINANCIAL HIGHLIGHTS, compared with the third quarter a
    year ago:
    -   Reported(1) diluted earnings per share were $1.51, compared with
        $1.09.
    -   Adjusted(2) diluted earnings per share were $1.60, compared with
        $1.21.
    -   Reported net income was $1,103 million, compared with $796 million.
    -   Adjusted net income was $1,164 million, compared with $886 million.

    YEAR-TO-DATE FINANCIAL HIGHLIGHTS, nine months ended July 31, 2007,
    compared with the corresponding period a year ago:
    -   Reported diluted earnings per share were $3.98, compared with $5.30.
        The same period last year included a dilution gain of $2.31 per share
        from sale of TD Waterhouse U.S.A. to Ameritrade.
    -   Adjusted diluted earnings per share were $4.34, compared with $3.46.
    -   Reported net income was $2,903 million, compared with $3,841 million.
        The same period last year included a $1,665 million after-tax
        dilution gain from sale of TD Waterhouse U.S.A. to Ameritrade.
    -   Adjusted net income was $3,168 million, compared with $2,501 million.

    THIRD QUARTER ADJUSTMENTS (ITEMS OF NOTE)
    The third quarter reported diluted earnings include the following items
    of note:
    -   Amortization of intangibles of $91 million after tax (13 cents per
        share), compared with $61 million after tax (8 cents per share) in
        the third quarter last year.
    -   A gain of $30 million after tax (4 cent per share) due to the change
        in fair value of credit default swaps hedging the corporate loan
        book, compared with a loss of $5 million after tax (1 cent per share)
        in the third quarter last year.

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

    (1) Reported results are prepared in accordance with Canadian generally
        accepted accounting principles (GAAP).
    (2) Adjusted earnings and reported results referenced in this Press
        Release and Report to Shareholders are explained on page 5 under the
        "How the Bank Reports" section.
    

    TORONTO, Aug. 23 /CNW/ - TD Bank Financial Group (TDBFG) today announced
its financial results for the third quarter ended July 31, 2007. A very strong
overall financial performance in the quarter was driven by broad-based
contributions from across the Bank's businesses. TDBFG also announced an
increase to the quarterly dividend of 4 cents to 57 cents, an increase of 8%
per fully paid common share for the quarter ending October 31, 2007.
    "TD's third quarter demonstrated another excellent earnings performance,"
said Ed Clark, President and Chief Executive Officer, TDBFG. "Our strategy to
constantly invest in and leverage our powerful Canadian businesses while
enhancing the organic growth potential of our U.S. platform continues to
deliver for our shareholders," continued Clark. "The rationale behind our
focus on high-growth retail operations and a wholesale bank that's positioned
for good return at lower risk, is underlined by recent challenges in market
conditions," Clark added.

    THIRD QUARTER BUSINESS SEGMENT PERFORMANCE

    Canadian Personal and Commercial Banking

    Canadian Personal and Commercial Banking delivered record revenue,
efficiency and net income in the quarter. Earnings were up 14% compared with
the same quarter last year. TD Canada Trust saw continued strength in
real-estate secured lending, core banking, small business banking and life
insurance.
    "Our Canadian Personal and Commercial Bank continues to demonstrate the
power and momentum of our retail franchise and again posted double digit
earnings growth," said Clark. "Our philosophy of continuous reinvestment in
the business is clearly paying off," Clark continued. "This quarter we
announced that we're raising the bar even higher on customer service and
convenience with further expansion of branch hours, widening our leadership in
offering the most branch hours of any bank in Canada," Clark added.

    Wealth Management

    Wealth Management, including the Bank's equity share of TD Ameritrade,
delivered a very strong quarter with a 22% increase in earnings compared with
the third quarter of last year. In Canada, the quarter saw continued earnings
momentum from TD Mutual Funds and the advice-based businesses, driven by
increased volumes and sales, as well as strong results in discount brokerage.
The third quarter also saw growth in client assets and continued progress on
adding to Wealth Management's Canadian network of high-quality, client-facing
advisors.
    TD Ameritrade contributed $59 million in net income to the Bank's Wealth
Management segment. TD Ameritrade's operating highlights from the quarter
included record client assets under management and strong levels of both new
account openings and client trades per day.
    "Our Wealth Management business kept up its track record of impressive
earnings momentum this quarter," said Clark. "We're very pleased with how our
investments to build out our diversified wealth offering, including our
relatively young advice-based business, are playing out," continued Clark.
"While overall market volatility has the potential to have a negative impact
on our results in the short-term, the business is showing continuing
consistency and future growth potential," Clark added.

    U.S. Personal and Commercial Banking

    TDBFG's U.S. Personal and Commercial Banking segment produced a solid
quarter with a 60% increase in earnings over the same period last year,
reflecting the successful privatization of TD Banknorth in April 2007. TD
Banknorth saw growth in deposits while maintaining solid asset quality and
expense control. TDBFG's fourth quarter of 2007 will be the first full quarter
to reflect the Bank's 100% ownership of TD Banknorth.
    "As we've said before, TD Banknorth has a clear strategy that's focused
on delivering both short-run and long-term earnings goals," said Clark. "The
TD Banknorth team continued to make good progress this quarter by staying
focused on key initiatives including sales and service improvements and new
product development," Clark continued. "Transforming TD Banknorth into a
consistent earnings growth engine is a key part of TD's North American banking
strategy," added Clark.

    Wholesale Banking

    Wholesale Banking delivered outstanding financial results in the third
quarter with earnings up 41% year over year to $253 million. A robust
performance in trading and in the domestic franchise businesses, predominantly
in investment banking, was complemented by a strong contribution from the
equity investment portfolio.
    "Wholesale Banking produced an exceptional third quarter that well
exceeded our expectations," said Clark. "TD Securities continues to make
progress in building a great franchise and solidifying our position as a top
three dealer in Canada," Clark continued. "While the business is well
positioned to deliver consistent, high-quality earnings, current market
volatility has the potential to impact our results in the short term," Clark
added.

    Conclusion

    "Each of our businesses contributed to our very strong performance this
quarter, a story that's been consistent for us so far this year," said Clark.
"The dividend increase of 4 cents announced today means that full-year
dividends for 2007 will increase by 19% over last year. This decision by our
Board of Directors is a powerful testament to our excellent results, and it
shows confidence in our ability to deliver sustainable earnings growth for TD
shareholders," Clark concluded.

    CAUTION REGARDING FORWARD-LOOKING STATEMENTS

    From time to time, the Bank makes written and oral forward-looking
statements, including in this report, in other filings with Canadian
regulators or the U.S. Securities and Exchange Commission (SEC), and in other
communications. All such statements are made pursuant to the "safe harbour"
provisions of the U.S. Private Securities Litigation Reform Act of 1995 and
applicable Canadian securities legislation. Forward-looking statements
include, among others, statements regarding the Bank's objectives and targets
for 2007 and beyond and strategies to achieve them, the outlook for the Bank's
business lines, and the Bank's anticipated financial performance. The economic
assumptions for 2007 for each of the business segments are set out in the 2006
Annual Report under the headings "Economic Outlook" and "Business Outlook and
Focus for 2007". Forward-looking statements are typically identified by words
such as "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, which may cause actual results to differ materially from the
expectations expressed in the forward-looking statements. Some of the factors
that could cause such differences include: credit, market (including equity
and commodity), liquidity, interest rate, operational, reputational,
insurance, strategic, foreign exchange, regulatory, legal and other risks
discussed in the management discussion and analysis section in regulatory
filings made in Canada and with the SEC, including the Bank's 2006 Annual
Report; general business and economic conditions in Canada, the U.S. and other
countries in which the Bank conducts business, as well as the effect of
changes in monetary policy in those jurisdictions and changes in the foreign
exchange rates for the currencies of those jurisdictions; the degree of
competition in the markets in which the Bank operates, both from established
competitors and new entrants; the accuracy and completeness of information the
Bank receives on customers and counterparties; the development and
introduction of new products and services in markets; developing new
distribution channels and realizing increased revenue from these channels; the
Bank's ability to execute its integration, growth and acquisition strategies,
including those of its subsidiaries, particularly in the U.S.; changes in
accounting policies and methods the Bank uses to report its financial
condition, including uncertainties associated with critical accounting
assumptions and estimates; the effect of applying future accounting changes;
global capital market activity; the Bank's ability to attract and retain key
executives; reliance on third parties to provide components of the Bank's
business infrastructure; the failure of third parties to comply with their
obligations to the Bank or its affiliates as such obligations relate to the
handling of personal information; technological changes; fraud by internal or
external parties, including the use of new technologies in unprecedented ways
to defraud the Bank or its customers; legislative and regulatory developments;
change in tax laws; unexpected judicial or regulatory proceedings; continued
negative impact of the U.S. securities litigation environment; unexpected
changes in consumer spending and saving habits; the possible impact on the
Bank's businesses of international conflicts and terrorism; acts of God, such
as earthquakes; the effects of disease or illness on local, national or
international economies; the effects of disruptions to public infrastructure,
such as transportation, communication, power or water supply; and management's
ability to anticipate and manage the risks associated with these factors and
execute the Bank's strategies. A substantial amount of the Bank's business
involves making loans or otherwise committing resources to specific companies,
industries or countries. Unforeseen events affecting such borrowers,
industries or countries could have a material adverse effect on the Bank's
financial results, businesses, financial condition or liquidity. The preceding
list is not exhaustive of all possible factors. Other factors could also
adversely affect the Bank's results. For more information, see the discussion
starting on page 56 of the Bank's 2006 Annual Report. All such factors should
be considered carefully when making decisions with respect to the Bank, and
undue reliance should not be placed on the Bank's forward-looking statements.
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.
    This document was reviewed by the Bank's Audit Committee and was approved
by the Bank's Board of Directors, on the Audit Committee's recommendation,
prior to its release.


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

    This Management's Discussion and Analysis (MD&A) is presented to enable
readers to assess material changes in the financial condition and operational
results of TD Bank Financial Group (the Bank) for the three and nine months
ended July 31, 2007, compared with the corresponding periods. This MD&A should
be read in conjunction with the Bank's unaudited Interim Consolidated
Financial Statements and related Notes included in this Report to Shareholders
and with our 2006 Annual Report. This MD&A is dated August 22, 2007. Unless
otherwise indicated, all amounts are expressed in Canadian dollars and have
been primarily derived from the Bank's Annual or Interim Consolidated
Financial Statements prepared in accordance with Canadian generally accepted
accounting principles (GAAP). Certain comparative amounts have been
reclassified to conform to the presentation adopted in the current period.
Additional information relating to the Bank is on the Bank's website
www.td.com, as well as on SEDAR at www.sedar.com and on the U.S. Securities
and Exchange Commission's website at www.sec.org (EDGAR filers section).

    
    FINANCIAL HIGHLIGHTS(1) (unaudited)
    -------------------------------------------------------------------------
                                                                For the nine
                              For the three months ended        months ended
    (millions of            ----------------------------- -------------------
     Canadian dollars,       July 31   Apr. 30   July 31   July 31   July 31
     except as noted)           2007      2007      2006      2007      2006
    -------------------------------------------------------------------------
    Results of operations
    Total revenues            $3,651    $3,516    $3,288   $10,645    $9,810
    Dilution gain, net             -         -         -         -     1,559
    Provision for credit
     losses                      171       172       109       506       239
    Non-interest expenses      2,185     2,269     2,147     6,648     6,540
    Net income - reported(2)   1,103       879       796     2,903     3,841
    Net income - adjusted(2)   1,164       995       886     3,168     2,501
    Economic profit(3)           578       421       347     1,447       981
    Return on common equity    21.0%     17.1%     16.8%     18.9%     29.0%
    Return on invested
     capital(3)                18.7%     16.4%     15.7%     17.4%     15.7%
    -------------------------------------------------------------------------
    Financial position
    Total assets            $403,890  $396,734  $385,845  $403,890  $385,845
    Total risk-weighted
     assets                  150,783   149,391   139,141   150,783   139,141
    Total shareholders'
     equity                   21,003    21,775    19,427    21,003    19,427
    -------------------------------------------------------------------------
    Financial ratios -
     reported
    Efficiency ratio           59.8%     64.5%     65.3%     62.5%     57.5%
    Tier 1 capital to
     risk-weighted assets      10.2%      9.8%     12.1%     10.2%     12.1%
    Tangible common
     equity as a % of
     risk-weighted assets       7.1%      7.0%      9.1%      7.1%      9.1%
    Provision for credit
     losses as a % of net
     average loans              0.39      0.41      0.26      0.39      0.20
    -------------------------------------------------------------------------
    Common share information
     - reported (Canadian
     dollars)
    Per share
      Basic earnings           $1.53     $1.21     $1.10     $4.02     $5.34
      Diluted earnings          1.51      1.20      1.09      3.98      5.30
      Dividends                 0.53      0.53      0.44      1.54      1.30
      Book value               28.65     29.66     26.36     28.65     26.36
    Closing share price        68.26     67.80     57.75     68.26     57.75
    Shares outstanding
     (millions)
      Average basic            719.5     719.1     719.1     719.0     715.8
      Average diluted          726.9     725.9     724.7     725.9     722.1
      End of period            718.3     719.9     720.8     718.3     720.8
    Market capitalization
     (billions of
     Canadian dollars)         $49.0     $48.8     $41.6     $49.0     $41.6
    Dividend yield              2.9%      2.8%      2.9%      2.9%      2.8%
    Dividend payout ratio      34.6%     43.8%     40.0%     38.4%     24.3%
    Price to earnings
     multiple                   13.6      14.8       9.4      13.6       9.4
    -------------------------------------------------------------------------
    Common share information
     - adjusted
     (Canadian dollars)
    Per share
      Basic earnings           $1.61     $1.37     $1.22     $4.39     $3.49
      Diluted earnings          1.60      1.36      1.21      4.34      3.46
    Dividend payout ratio      32.8%     38.7%     35.9%     35.1%     37.5%
    Price to earnings
     multiple                   12.3      13.2      12.8      12.3      12.8
    -------------------------------------------------------------------------

    (1) Certain comparative amounts have been restated to conform to the
        presentation adopted in the current period
    (2) Reported and adjusted results are explained on page 5 under the "How
        the Bank Reports" section, which includes a reconciliation between
        reported and adjusted results.
    (3) Economic profit and return on invested capital are non-GAAP financial
        measures and are explained in detail on page 7 under the "Economic
        Profit and Return on Invested Capital" section.
    

    HOW WE PERFORMED

    Corporate Overview

    The Toronto-Dominion Bank and its subsidiaries are collectively known as
TD Bank Financial Group. The Bank serves more than 14 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 as well as the Bank's global insurance operations (excluding
the U.S.); Wealth Management, including TD Waterhouse Canada, TD Waterhouse
U.K. and the Bank's investment in TD Ameritrade; U.S. Personal and Commercial
Banking through TD Banknorth; and Wholesale Banking, including TD Securities.
The Bank also ranks among the world's leading on-line financial services
firms, with more than 4.5 million on-line customers. The Bank had $404 billion
in assets as at July 31, 2007. The Bank is headquartered in Toronto, Canada.
The Bank's common stock is listed on the Toronto Stock Exchange and the New
York Stock Exchange under symbol: TD, as well as on the Tokyo Stock Exchange.

    How the Bank Reports

    The Bank's financial results, as presented on pages 22 to 37 of the
Report to Shareholders, have been prepared in accordance with GAAP. The Bank
refers to results prepared in accordance with GAAP as "reported" results. The
Bank also utilizes non-GAAP financial measures referred to as "adjusted"
results to assess each of its businesses and to measure overall Bank
performance. To arrive at adjusted results, the Bank removes "items of note",
net of income taxes, from reported results. The items of note are listed in
the table on the following page. The items of note relate to items which
management does not believe are indicative of underlying business performance.
The items of note include the Bank's amortization of intangible assets which
primarily relate to the Canada Trust acquisition in 2000, the TD Banknorth
Inc. (TD Banknorth) acquisition in 2005, and the acquisitions by TD Banknorth
of Hudson United Bancorp (Hudson) in 2006 and Interchange Financial Services
Corporation (Interchange) in 2007, and the amortization of intangibles
included in equity in net income of TD Ameritrade. The Bank believes that
adjusted results provide the reader with a better understanding of how
management views the Bank's performance. As explained, adjusted results are
different from reported results determined in accordance with GAAP. Adjusted
results and related terms used in this report are not defined terms under
GAAP, and, therefore, may not be comparable to similar terms used by other
issuers.
    The tables below provide a reconciliation between the Bank's reported and
adjusted results.

    
    Operating Results - Reported(1) (unaudited)
    -------------------------------------------------------------------------
                                                                For the nine
                              For the three months ended        months ended
                            ----------------------------- -------------------
    (millions of             July 31   Apr. 30   July 31   July 31   July 31
     Canadian dollars)          2007      2007      2006      2007      2006
    -------------------------------------------------------------------------
    Net interest income       $1,783    $1,662    $1,623    $5,116    $4,657
    Other income               1,868     1,854     1,665     5,529     5,153
    -------------------------------------------------------------------------
    Total revenues             3,651     3,516     3,288    10,645     9,810
    Provision for credit
     losses                     (171)     (172)     (109)     (506)     (239)
    Non-interest expenses     (2,185)   (2,269)   (2,147)   (6,648)   (6,540)
    Dilution gain, net             -         -         -         -     1,559
    -------------------------------------------------------------------------
    Income before provision
     for income taxes,
     non-controlling
     interests in
     subsidiaries and equity
     in net income of an
     associated company        1,295     1,075     1,032     3,491     4,590
    Provision for income
     taxes                      (248)     (234)     (235)     (700)     (699)
    Non-controlling interests
     in subsidiaries, net of
     income taxes                (13)      (27)      (52)      (87)     (136)
    Equity in net income of
     an associated company,
     net of income taxes          69        65        51       199        86
    -------------------------------------------------------------------------
    Net income - reported      1,103       879       796     2,903     3,841
    Preferred dividends           (2)       (7)       (6)      (15)      (17)
    -------------------------------------------------------------------------
    Net income available to
     common shareholders -
     reported                 $1,101      $872      $790    $2,888    $3,824
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------

    (1) Certain comparative amounts have been reclassified and restated to
        conform to the presentation adopted in the current period


    Reconciliation of Non-GAAP Financial Measures(1) (unaudited)
    Adjusted Net Income to Reported Results
    -------------------------------------------------------------------------
    Operating results                                           For the nine
     - adjusted               For the three months ended        months ended
                            ----------------------------- -------------------
    (millions of             July 31   Apr. 30   July 31   July 31   July 31
     Canadian dollars)          2007      2007      2006      2007      2006
    -------------------------------------------------------------------------
    Net interest income       $1,783    $1,662    $1,623    $5,116    $4,657
    Other income(2)            1,822     1,843     1,673     5,480     5,182
    -------------------------------------------------------------------------
    Total revenues             3,605     3,505     3,296    10,596     9,839
    Provision for credit
     losses(3)                  (171)     (172)     (109)     (506)     (299)
    Non-interest expenses(4)  (2,054)   (2,071)   (2,021)   (6,201)   (6,111)
    -------------------------------------------------------------------------
    Income before provision
     for income taxes,
     non-controlling
     interests in
     subsidiaries and equity
     in net income of an
     associated company        1,380     1,262     1,166     3,889     3,429
    Provision for income
     taxes(5)                   (282)     (298)     (283)     (844)     (871)
    Non-controlling interests
     in subsidiaries, net of
     income taxes(6)             (14)      (46)      (57)     (111)     (159)
    Equity in net income of
     an associated company,
     net of income taxes(7)       80        77        60       234       102
    -------------------------------------------------------------------------
    Net income - adjusted      1,164       995       886     3,168     2,501
    Preferred dividends           (2)       (7)       (6)      (15)      (17)
    -------------------------------------------------------------------------
    Net income available to
     common shareholders
     - adjusted               $1,162      $988      $880    $3,153    $2,484
    -------------------------------------------------------------------------
    Items of note affecting
     net income, net of
     income taxes:
      Amortization of
       intangibles               (91)      (80)     $(61)     (254)    $(229)
      TD Banknorth
       restructuring,
       privatization and
       merger-related
       charges(8)                  -       (43)        -       (43)        -
      Dilution gain on
       Ameritrade transaction,
       net of costs                -         -         -         -     1,665
      Dilution loss on the
       acquisition of Hudson
       by TD Banknorth             -         -         -         -       (72)
      Balance sheet
       restructuring charge
       in TD Banknorth             -         -         -         -       (19)
      Wholesale Banking
       restructuring charge        -         -         -         -       (35)
      Change in fair value
       of credit default
       swaps hedging the
       corporate loan
       book(9)                    30         7        (5)       32        15
      General allowance
       release                     -         -         -         -        39
      Other tax items              -         -       (24)        -       (24)
    -------------------------------------------------------------------------
    Total items of note          (61)     (116)      (90)     (265)    1,340
    -------------------------------------------------------------------------
    Net income available to
     common shareholders
     - reported               $1,101      $872      $790    $2,888    $3,824
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------

    (1) Certain comparative amounts have been reclassified and restated to
        conform to the presentation adopted in the current period.
    (2) Adjusted other income excludes the following items of note: third
        quarter 2007 - $46 million gain/loss due to change in fair value of
        credit default swaps (CDS) hedging the corporate loan book; second
        quarter 2007 - $11 million gain due to change in fair value of CDS
        hedging the corporate loan book; first quarter 2007 - $8 million loss
        due to change in fair value of CDS hedging the corporate loan book;
        second quarter 2006 - $16 million gain due to change in fair value of
        CDS hedging the corporate loan book; first quarter 2006 - $15 million
        gain due to the change in fair value of CDS hedging the corporate
        loan book; and $52 million balance sheet restructuring charge at TD
        Banknorth.
    (3) Adjusted provision for credit losses excludes the following item of
        note: second quarter 2006 - $60 million general allowance release.
    (4) Adjusted non-interest expenses excludes the following items of note:
        third quarter 2007 - $131 million amortization of intangibles; second
        quarter 2007 - $112 million amortization of intangibles; $86 million
        due to TD Banknorth restructuring, privatization and merger-related
        charges; first quarter 2007 - $118 million amortization of
        intangibles; second quarter 2006 - $125 million amortization of
        intangibles; first quarter 2006 - $128 million amortization of
        intangibles and $50 million restructuring charge in connection with
        the decision to reposition the Bank's global structured products
        businesses.
    (5) For reconciliation between reported and adjusted provision for income
        taxes, please refer to the reconciliation table on page 12.
    (6) Adjusted non-controlling interests excludes the following items of
        note: third quarter 2007 - $16 million amortization of intangibles;
        second quarter 2007 - $4 million amortization of intangibles;
        $15 million due to TD Banknorth restructuring, privatization and
        merger-related charges; first quarter 2007 - $4 million amortization
        of intangibles; second quarter 2006 - $3 million amortization of
        intangibles; first quarter 2006 - $15 million balance sheet
        restructuring charge at TD Banknorth.
    (7) Adjusted equity in net income of an associated company excludes the
        following items of note: third quarter 2007 - $11 million
        amortization of intangibles; second quarter 2007 - $12 million
        amortization of intangibles; first quarter 2007 - $12 million
        amortization of intangibles; second quarter 2006 - $7 million
        amortization of intangibles.
    (8) The TD Banknorth restructuring, privatization and merger-related
        charges include the following: $31 million restructuring charge,
        primarily consisted of employee severance costs, the costs of
        amending certain executive employment and award agreements and write-
        down of long-lived assets due to impairment, included in U.S.
        Personal and Commercial Banking; $4 million restructuring charge
        related to the transfer of functions from TD Bank USA to TD
        Banknorth, included in the Corporate segment; $5 million
        privatization charges, which primarily consisted of legal and
        investment banking fees, included in U.S. Personal and Commercial
        Banking; and $3 million merger-related charges related to conversion
        and customer notices in connection with the integration of Hudson and
        Interchange with TD Banknorth, included in U.S. Personal and
        Commercial Banking. In the Interim Consolidated Statement of Income,
        the restructuring charges are included in the restructuring costs
        while the privatization and merger-related charges are included in
        other non-interest expenses.
    (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 they 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 the
        Wholesale Banking segment and the gains and losses on the CDS, in
        excess of the accrued cost, are reported in the Corporate segment.
        Adjusted earnings excludes the gains and losses on the CDS in excess
        of the accrued cost. Previously, this item was described as "Hedging
        impact due to AcG-13". As part of the adoption of the new financial
        instruments standards, the guidance under Accounting Guideline 13:
        Hedging Relationships (AcG-13) was replaced by Canadian Institute of
        Chartered Accountants (CICA) Handbook Section 3865, Hedges.


    Reconciliation of Reported Earnings per Share (EPS) to Adjusted EPS(1)
    (unaudited)
    -------------------------------------------------------------------------
                                                                For the nine
                              For the three months ended        months ended
                            ----------------------------- -------------------
                             July 31   Apr. 30   July 31   July 31   July 31
    (Canadian dollars)          2007      2007      2006      2007      2006
    -------------------------------------------------------------------------
    Diluted - reported         $1.51     $1.20     $1.09     $3.98     $5.30
    Items of note affecting
     income (as above)          0.09      0.16      0.12      0.36     (1.86)
    Items of note affecting
     EPS only(2)                   -         -         -         -      0.02
    -------------------------------------------------------------------------
    Diluted - adjusted         $1.60     $1.36     $1.21     $4.34     $3.46
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    Basic - reported           $1.53     $1.21     $1.10     $4.02     $5.34
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------

    (1) EPS is computed by dividing income by the weighted-average number of
        shares outstanding during the period. As a result, the sum of the
        quarterly EPS figures may not equal year-to-date EPS.
    (2) Second quarter 2006 - one-time adjustment for the impact of TD
        Ameritrade earnings, due to the one month lag between fiscal quarter
        ends. The results of the Bank include its equity share in TD
        Ameritrade from January 25, 2006 to March 31, 2006. As a result of
        the one month lag, the impact on earnings per share was approximately
        2 cents per share.


    Amortization of Intangibles, Net of Income Taxes (unaudited)
    -------------------------------------------------------------------------
                                                                For the nine
                              For the three months ended        months ended
                            ----------------------------- -------------------
    (millions of             July 31   Apr. 30   July 31   July 31   July 31
     Canadian dollars)          2007      2007      2006      2007      2006
    -------------------------------------------------------------------------
    TD Canada Trust              $41       $45       $31      $135      $155
    -------------------------------------------------------------------------
    TD Banknorth:
      Reported amortization
       of intangibles             32        20        21        72        52
      Less: non-controlling
       interest                    1         4         4         9         8
    -------------------------------------------------------------------------
      Net amortization of
       intangibles                31        16        17        63        44
    TD Ameritrade (included
     in equity in net income
     of an associated
     company)                     11        12         9        35        16
    Other                          8         7         4        21        14
    -------------------------------------------------------------------------
    Amortization of
     intangibles, net of
     income taxes(1)             $91       $80       $61      $254      $229
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------

    (1) Amortization of intangibles is included in the Corporate segment.
    

    Economic Profit and Return on Invested Capital

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

    
    Reconciliation of Economic Profit, Return on Invested Capital and
    Adjusted Net Income (unaudited)
    -------------------------------------------------------------------------
                                                                For the nine
                              For the three months ended        months ended
                            ----------------------------- -------------------
    (millions of             July 31   Apr. 30   July 31   July 31   July 31
     Canadian dollars)          2007      2007      2006      2007      2006
    -------------------------------------------------------------------------
    Average common equity    $20,771   $20,940   $18,692   $20,478   $17,650
    Average cumulative
     goodwill/intangible
     assets amortized, net
     of income taxes           3,857     3,784     3,578     3,785     3,506
    -------------------------------------------------------------------------
    Average invested
     capital                 $24,628   $24,724   $22,270   $24,263   $21,156
    Rate charged for
     invested capital           9.4%      9.4%      9.5%      9.4%      9.5%
    -------------------------------------------------------------------------
    Charge for invested
     capital                   $(584)    $(567)    $(533)  $(1,706)  $(1,503)
    -------------------------------------------------------------------------
    Net income available
     to common shareholders
     - reported                1,101       872       790     2,888     3,824
    Items of note impacting
     income, net of income
     taxes                        61       116        90       265    (1,340)
    -------------------------------------------------------------------------
    Net income available to
     common shareholders
     - adjusted               $1,162      $988      $880    $3,153    $2,484
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    Economic profit             $578      $421      $347    $1,447      $981
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    Return on invested
     capital                   18.7%     16.4%     15.7%     17.4%     15.7%
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    


    Significant Events in 2007

    TD Banknorth

    Going-private transaction
    -------------------------
    On April 20, 2007, the Bank completed its privatization of TD Banknorth.
Under this transaction, the Bank acquired all of the outstanding common shares
of TD Banknorth that it did not already own for US$32.33 per TD Banknorth
share for a total cash consideration of $3.7 billion (US$3.3 billion). The
acquisition was accounted for by the purchase method. On closing, TD Banknorth
became a wholly-owned subsidiary of the Bank and TD Banknorth's shares were
delisted from the New York Stock Exchange.
    As a result of the transaction, there was a net increase in goodwill and
intangibles on the Bank's Consolidated Balance Sheet at the completion of the
transaction of approximately $1.5 billion. The allocation of the purchase
price is subject to finalization.
    In the normal course of the Bank's financial reporting, TD Banknorth is
consolidated on a one month lag basis. However, $43 million before-tax
restructuring, privatization and merger-related costs incurred in April 2007
were included in the Bank's results for the quarter ended April 30, 2007
because in aggregate they represent material TD Banknorth events for the
quarter ended April 30, 2007.
    As disclosed in the definitive proxy statement of TD Banknorth dated
March 16, 2007 with respect to the transaction, the Bank and TD Banknorth had
entered into a memorandum of understanding providing for the proposed
settlement of the six lawsuits comprising the action In re TD Banknorth
Shareholders Litigation, C.A. No. 2557-NC (Del. Ch., New Castle County). Among
other things, the proposed settlement provided for the establishment by the
Bank of a settlement fund in an aggregate amount of approximately $2.95
million. The proposed settlement was subject to a number of conditions,
including final approval by the Delaware Court of Chancery. On July 19, 2007,
the Delaware Court of Chancery disapproved the proposed settlement.
Accordingly, the settlement will not be completed and former stockholders of
TD Banknorth will not receive the proposed settlement amount of approximately
US$0.03 per share. Completion of the transaction, which occurred on April 20,
2007, is not affected by the decision of the court. The Bank continues to
believe that these lawsuits are without merit and will defend them vigorously.

    Acquisition of Interchange Financial Services Corporation
    ---------------------------------------------------------
    TD Banknorth completed its acquisition of Interchange on January 1, 2007
for a total cash consideration of $545 million (US$468.1 million), financed
primarily through TD Banknorth's sale of 13 million of its common shares to
the Bank for $472 million (US$405 million). As a result, $1.9 billion of
assets and $1.4 billion of liabilities were included in the Bank's Interim
Consolidated Balance Sheet at the date of acquisition. TD Banknorth
consolidates the financial results of Interchange. As the Bank consolidates TD
Banknorth on a one month lag, Interchange's results for its quarter ended
June 30, 2007 have been included in the Bank's results for the quarter ended
July 31, 2007.

    TD Ameritrade

    TD Ameritrade announced two common stock repurchase programs in 2006 for
an aggregate of 32 million shares. As a result of TD Ameritrade's share
repurchase activity, the Bank's direct ownership position in TD Ameritrade
increased above the ownership cap of 39.9% under the Stockholders Agreement.
In accordance with the Bank's previously announced intention, the Bank sold
three million shares of TD Ameritrade during the current quarter to bring its
direct ownership position as at July 31, 2007 to 39.9%, from 40.3% as at
April 30, 2007. The Bank recognized a gain of $6 million on this sale.
    Moreover, as a result of consolidation of financial statements of
Lillooet Limited (Lillooet) in the Interim Consolidated Financial Statements
for the quarter ended July 31, 2007, TD Ameritrade shares held by Lillooet
have been included in the Bank's reported investment in TD Ameritrade. The
Bank has recognized income of TD Ameritrade related to the TD Ameritrade
shares owned by Lillooet for the period ended June 30, 2007.
    For more details, see Note 14 to the Interim Consolidated Financial
Statements for the quarter ended July 31, 2007.


    FINANCIAL RESULTS OVERVIEW
    -------------------------------------------------------------------------

    Performance Summary

    Outlined below is an overview of the Bank's performance on an adjusted
basis for the third quarter of 2007 against the financial shareholder
indicators included in the 2006 Annual Report. Shareholder performance
indicators help guide and benchmark the Bank's accomplishments. For the
purposes of this analysis, the Bank utilizes adjusted earnings, which exclude
items of note from the reported results that are prepared in accordance with
Canadian GAAP. Adjusted earnings and reported results are explained in detail
on page 5 under the "How the Bank Reports" section.
    
    -   Adjusted diluted earnings per share for the first nine months of 2007
        were $4.34, up 25% from the same period last year. The Bank's goal is
        to grow adjusted earnings per share by 7% to 10% over the longer
        term.
    -   Adjusted return on risk-weighted assets for the first nine months of
        2007 was 3.07%, up from 2.46% in the first nine months of 2006.
    -   Total shareholder return for the twelve months ended July 31, 2007
        was 21.7%, above the peer average of 16.2%.
    

    Net Income

    Year-over-year comparison
    -------------------------
    Reported net income for the third quarter was $1,103 million, up
$307 million, or 39%, compared with the third quarter last year. Adjusted net
income increased $278 million, or 31%, to $1,164 million. The increase in
adjusted net income was driven by higher U.S. Personal and Commercial Banking
net income attributable to increased TD Banknorth ownership related to the
privatization, an increase in Canadian Personal and Commercial Banking
earnings supported by strong business volume growth, higher Wholesale Banking
results on strong capital markets revenue growth and an increase in Corporate
segment contribution, primarily due to lower corporate support costs and
favourable tax items.

    Prior quarter comparison
    ------------------------
    Reported net income increased $224 million, or 25%, from the prior
quarter while adjusted net income rose $169 million or 17%. The increase in
adjusted earnings was driven by double digit earnings growth in Canadian
Personal and Commercial Banking and Wholesale Banking. U.S. Personal and
Commercial Banking net income increased, primarily due to increased TD
Banknorth ownership related to the privatization. Corporate net income also
increased $41 million from the prior quarter. The additional increase in
reported net income was due to restructuring, privatization and merger-related
charges for TD Banknorth and for the transfer of functions from TD Bank USA to
TD Banknorth taken in the prior quarter, as well as higher gains related to
the change in fair value of credit default swaps (CDS) hedging the corporate
loan book.

    Year-to-date comparison
    -----------------------
    On a year-to-date basis, reported net income of $2,903 million, decreased
$938 million, or 24%, compared with the same period last year. The decrease in
reported net income was mainly due to the $1,665 million dilution gain on the
sale of TD Waterhouse U.S.A. to Ameritrade in 2006, partially offset by higher
operating earnings. Adjusted net income of $3,168 million rose by $667
million, or 27%, compared with the same period last year. The increase was
attributable to strong year-over-year earnings growth in the Canadian Personal
and Commercial Banking, Wealth Management, Wholesale Banking segments and a
higher contribution from the Corporate segment.

    Net Interest Income

    Year-over-year comparison
    -------------------------
    Net interest income for the quarter was $1,783 million, an increase of
$160 million, or 10%, compared with the same quarter last year. Canadian
Personal and Commercial Banking contributed $128 million of the increase,
supported by strong volume growth across most business products. Wholesale
Banking and Wealth Management also posted increases in net interest income
over the prior year quarter.

    Prior quarter comparison
    ------------------------
    Net interest income increased $121 million, or 7%, compared with the
previous quarter. The increase was primarily attributable to Canadian Personal
and Commercial Banking which benefited from more interest earning days in the
quarter as well as volume growth. Wholesale Banking and Corporate contributed
most of the remaining increase.

    Year-to-date comparison
    -----------------------
    On a year-to-date basis, net interest income of $5,116 million increased
$459 million, or 10%, compared with the same period last year. Canadian
Personal and Commercial Banking was the primary driver as net interest income
increased $409 million. The increase was due to strong volume growth across
most business products and an increase in margin on average earning assets.
U.S. Personal and Commercial Banking also contributed to the increase, mainly
due to the Hudson and Interchange acquisitions. These increases were partially
offset by lower net interest income in Wealth Management related to the sale
of TD Waterhouse U.S.A. to Ameritrade.

    Other Income

    Year-over-year comparison
    -------------------------
    Reported other income was $1,868 million, up $203 million, or 12%,
compared with the third quarter of last year. On an adjusted basis, other
income increased $149 million or 9%. The main difference between reported and
adjusted other income is related to an increase in the fair value of CDS
hedging the corporate loan book which rose as credit spreads widened. The
increase on an adjusted basis is mainly attributable to higher other income
from Canadian Personal and Commercial Banking and Wealth Management. Canadian
Personal and Commercial Banking other income rose due to higher volumes and an
increase in insurance revenue. Wealth Management other income increased due to
an increase in assets under administration and assets under management.
Wholesale Banking other income was also up on higher trading revenue and
advisory fees.

    Prior quarter comparison
    ------------------------
    Reported other income increased $14 million, or 1%, compared with the
prior quarter. Adjusted other income decreased $21 million, or 1%, from the
prior quarter. An increase in the fair value of CDS hedging the corporate loan
book represents the main variance between reported and adjusted other income.
Canadian Personal and Commercial Banking other income increased due to volume
growth and more days in the quarter. This was offset by declines in Wholesale
Banking due to lower total trading revenue and in Wealth Management due to
lower revenue in discount brokerage.

    Year-to-date comparison
    -----------------------
    Reported other income of $5,529 million increased $376 million, or 7%,
compared with the same period last year. Year-to-date adjusted other income
was up $298 million, or 6%, from the previous year. Canadian Personal and
Commercial Banking was the largest contributor fueled by strong volume growth,
pricing initiatives and higher insurance revenue. Wealth Management other
income increased, primarily due to higher assets under administration, an
increase in trades per day and an increase in mutual fund assets under
management which more than offset the impact of the sale of TD Waterhouse
U.S.A. to Ameritrade. U.S. Personal and Commercial Banking other income rose
largely due to the Hudson and Interchange acquisitions as well as fee
initiatives. Wholesale Banking other income declined mainly due to lower
trading income, partially offset by higher syndication, underwriting and M&A
revenue. Corporate segment other income increased mainly due to higher
securitization revenue. Reported other income also benefited from an increase
in the fair value of CDS hedging the corporate loan book and the impact of a
balance sheet restructuring charge of $52 million in TD Banknorth in the first
quarter of 2006.

    Provision for Credit Losses

    Year-over-year comparison
    -------------------------
    During the quarter, the Bank recorded a provision for credit losses of
$171 million, an increase of $62 million compared with the third quarter last
year, primarily due to higher specific provisions in the Canadian and U.S.
Personal and Commercial Banking segments year over year, and an increase in
the general allowance at U.S. Personal and Commercial Banking.

    Prior quarter comparison
    ------------------------
    Provision for credit losses for the third quarter was down $1 million
from the prior quarter.

    Year-to-date comparison
    -----------------------
    On a year-to-date basis, provision for credit losses increased
$267 million, from $239 million in the same period last year. The increase was
primarily due to higher specific provisions in Canadian and U.S. Personal and
Commercial Banking in 2007 and the general loan loss provision release of
$60 million recorded in the second quarter of 2006.

    
    Provision for Credit Losses (unaudited)
    -------------------------------------------------------------------------
                                                                For the nine
                              For the three months ended        months ended
                            ----------------------------- -------------------
    (millions of             July 31   Apr. 30   July 31   July 31   July 31
     Canadian dollars)          2007      2007      2006      2007      2006
    -------------------------------------------------------------------------
    Net new specifics
     (net of reversals)         $181      $221      $140      $586      $397
    Recoveries                   (40)      (37)      (33)     (108)      (96)
    -------------------------------------------------------------------------
    Provision for credit
     losses - specifics          141       184       107       478       301
    Change in general
     allowance
      TD Bank                      -         -         -         -       (60)
      VFC                         12        11         9        34         9
      TD Banknorth                18       (23)       (7)       (6)      (11)
    -------------------------------------------------------------------------
    Total                       $171      $172      $109      $506      $239
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    

    Non-Interest Expenses and Efficiency Ratio

    Year-over-year comparison
    -------------------------
    Reported non-interest expenses for the third quarter were $2,185 million,
up $38 million, or 2%, compared with the third quarter last year, while
adjusted non-interest expenses of $2,054 million, were up $33 million. The
increase was driven by higher expenses in Wealth Management and Wholesale
Banking, partially offset by lower Corporate segment expenses. Wealth
Management expenses increased due to higher sales force compensation driven by
increased revenue, impact from change in methodology for administering mutual
fund management expenses and increased volume-related payments to sellers of
the Bank's mutual funds. Wholesale Banking expenses increased due to higher
performance-based incentive compensation, consistent with stronger financial
performance.
    The reported efficiency ratio improved to 59.8% from 65.3% in the third
quarter last year. The Bank's adjusted efficiency ratio improved to 57.0% from
61.3% a year ago as revenue growth outpaced expense growth.

    Prior quarter comparison
    ------------------------
    Reported non-interest expenses of $2,185 million declined by $84 million,
or 4%, compared with the prior quarter, primarily due to an $86 million charge
related to TD Banknorth restructuring and transfer of functions from TD Bank
USA to TD Banknorth in the prior quarter. Adjusted non-interest expenses were
$2,054 million, down $17 million or 1%. The decline was attributable to lower
U.S. Personal and Commercial Banking expenses, largely due to a stronger
Canadian dollar. This was partially offset by an increase in Canadian Personal
and Commercial Banking operating expenses, mainly due to more business days
and higher business volumes.
    The reported efficiency ratio improved to 59.8%, compared with 64.5% in
the prior quarter. The Bank's adjusted efficiency ratio improved to 56.9% from
59.1% in the prior quarter.

    Year-to-date comparison
    -----------------------
    On a year-to-date basis, reported non-interest expenses of $6,648 million
were up $108 million, or 2%, compared with the same period last year. Total
adjusted non-interest expenses were $6,201 million, up $90 million or 2%.
Canadian Personal and Commercial Banking had the largest increase due to
higher employee compensation, increased business volumes and the acquisition
of VFC. U.S. Personal and Commercial Banking expenses increased, mainly due to
the Hudson and Interchange acquisitions. Non-interest expenses for Wealth
Management declined as the impact of the sale of TD Waterhouse U.S.A. to
Ameritrade more than offset increases related to investments in advisors and
higher volume-related compensation. Wholesale Banking expenses were down on a
reported basis due to a restructuring charge of $50 million in the first
quarter of 2006. On an adjusted basis, non-interest expenses increased, mainly
due to higher performance-based incentive compensation driven by stronger
financial performance.
    The reported efficiency ratio was 62.5%, compared with 57.5% in the same
period last year. Last year's ratio included a net amount of $1,559 million
related to the dilution gain on the sale of TD Waterhouse U.S.A. to Ameritrade
and the dilution loss related to the Hudson acquisition. The Bank's adjusted
efficiency ratio improved to 58.5%, from 62.1% in the same period last year as
revenue growth exceeded expense growth

    Taxes

    As discussed in the "How the Bank Reports" section, the Bank adjusts its
reported results to assess each of its businesses and to measure overall Bank
performance. As such, the provision for income taxes is stated on a reported
and an adjusted basis.
    The Bank's effective tax rate was 19.2% for the quarter, compared with
22.8% in the third quarter last year, and 21.8% in the prior quarter. On a
year-to-date basis, the Bank's effective tax rate was 20.1%, compared with
15.2% in the same period last year. The change was largely due to the
favourable tax impact from the TD Ameritrade dilution gain in the first
quarter of 2006.

    
    Taxes(1) (unaudited)
    -------------------------------------------------------------------------
                                                  For the three months ended
                              -----------------------------------------------
    (millions of                     July 31         Apr. 30         July 31
     Canadian dollars)                  2007            2007            2006
    -------------------------------------------------------------------------
    Income taxes at
     Canadian statutory
     income tax rate            $452   34.9%    $374   34.8%    $362   35.0%
    Increase (decrease)
     resulting from:
      Dividends received         (92)   (7.1)    (67)   (6.2)    (58)   (5.6)
      Rate differentials on
       international
       operations               (103)   (8.0)    (65)   (6.0)    (73)   (7.0)
      Items related to dilution
       gains and losses            -       -       -       -       -       -
      Other - net                 (9)   (0.6)     (8)   (0.8)      4     0.4
    -------------------------------------------------------------------------
    Provision for income
     taxes and effective
     income tax rate -
     reported                   $248   19.2%    $234   21.8%    $235   22.8%
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------


                                   For the nine months ended
                              -------------------------------
    (millions of                     July 31         July 31
     Canadian dollars)                  2007            2006
    ---------------------------------------------------------
    Income taxes at
     Canadian statutory
     income tax rate          $1,218   34.9%  $1,605   35.0%
    Increase (decrease)
     resulting from:
      Dividends received        (262)   (7.5)   (172)   (3.8)
      Rate differentials on
       international
       operations               (250)   (7.2)   (171)   (3.7)
      Items related to dilution
       gains and losses            -       -    (582)  (12.7)
      Other - net                 (6)   (0.1)     19     0.4
    ---------------------------------------------------------
    Provision for income
     taxes and effective
     income tax rate -
     reported                   $700   20.1%    $699   15.2%
    ---------------------------------------------------------
    ---------------------------------------------------------

    (1) Certain comparative amounts have been reclassified to conform to the
        presentation adopted in the current period.


    Reconciliation of Non-GAAP Provision for Income Taxes(1) (unaudited)
    -------------------------------------------------------------------------
                                                                For the nine
                              For the three months ended        months ended
                            ----------------------------- -------------------
    (millions of             July 31   Apr. 30   July 31   July 31   July 31
     Canadian dollars)          2007      2007      2006      2007      2006
    -------------------------------------------------------------------------
    Provision for income
     taxes - reported           $248      $234      $235      $700      $699
    Increase (decrease)
     resulting from items
     of note:
      Amortization of
       intangibles                50        40        69       133       158
      TD Banknorth
       restructuring,
       privatization and
       merger-related charges      -        28         -        28         -
      Dilution gain on
       Ameritrade, net of
       costs                       -         -         -         -        34
      Balance sheet
       restructuring charge
       in TD Banknorth             -         -         -         -        18
      Wholesale Banking
       restructuring charge        -         -         -         -        15
      Change in fair value
       of credit default
       swaps hedging the
       corporate loan book       (16)       (4)        3       (17)       (8)
      General allowance
       release                     -         -         -         -       (21)
      Other tax items              -         -       (24)        -       (24)
    -------------------------------------------------------------------------
    Tax effect - items
     of note                      34        64        48       144       172
    -------------------------------------------------------------------------
    Provision for income
     taxes - adjusted           $282      $298      $283      $844      $871
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------

    (1) Certain comparative amounts have been reclassified to conform to the
        presentation adopted in the current period
    


    HOW OUR BUSINESSES PERFORMED

    For management reporting purposes, the Bank's operations and activities
are organized around the following operating business segments: Canadian
Personal and Commercial Banking, Wealth Management, including TD Ameritrade,
U.S. Personal and Commercial Banking, and Wholesale Banking. The Bank's other
activities are grouped into the Corporate segment. Results of each business
segment reflect revenues, expenses, assets and liabilities generated by the
business in that segment. The Bank measures and evaluates the performance of
each segment based on adjusted results where applicable, and for those
segments the Bank notes that the measure is adjusted. Amortization of
intangible expense is included in the Corporate segment. Accordingly, net
income for the operating business segments is presented before amortization of
intangibles, as well as any other items of note not attributed to the
operating segments. For further details, see the "How the Bank Reports"
section on page 5, the "Business Focus" section in the 2006 Annual Report and
Note 24 to the 2006 audited Consolidated Financial Statements. For information
concerning the Bank's measures of economic profit and return on invested
capital, which are non-GAAP measures, see page 7. Segmented information also
appears in Note 12 on page 35.
    Net interest income within Wholesale Banking is calculated on a taxable
equivalent basis (TEB), which means that the value of non-taxable or
tax-exempt income, including dividends, is adjusted to its equivalent
before-tax value. Using TEB allows the Bank to measure income from all
securities and loans consistently and makes for a more meaningful comparison
of net interest income with similar institutions. The TEB adjustment reflected
in the Wholesale Banking segment is eliminated in the Corporate segment. The
TEB adjustment for the quarter was $161 million, compared with $89 million in
the third quarter last year, and $99 million in the prior quarter. On a
year-to-date basis, the TEB adjustment was $417 million, compared with $251
million in the same period last year.

    Canadian Personal and Commercial Banking

    Canadian Personal and Commercial Banking net income for the quarter was
$597 million, an increase of $73 million, or 14%, compared with the third
quarter last year, and an increase of $57 million, or 11%, compared with the
prior quarter. The annualized return on invested capital increased to 28%,
compared with 26% in the third quarter last year and 27% in the prior quarter.
    Net income for the nine months ended July 31, 2007 was $1,681 million, an
increase of $216 million, or 15%, compared with the same period last year. On
a year-to-date basis, the return on invested capital was 27%, up from 25% in
same period last year.
    Revenue grew by $172 million, or 9%, compared with the third quarter last
year, primarily due to volume growth across most banking products,
particularly in real-estate secured lending, credit cards and deposits.
Revenue increased by $115 million, or 6%, compared with the prior quarter, due
mainly to more calendar days in the current quarter and volume growth in
real-estate secured lending and credit cards. On a year-to-date basis, total
revenue increased by $593 million, or 11%, compared with the same period last
year, primarily due to volume growth in real-estate secured lending, credit
cards and deposits. The acquisition of VFC and sales and service fee income
also contributed to revenue growth. Margin on average earning assets decreased
by 1 bp from 3.08% to 3.07%, compared with the third quarter last year, and
increased 2 bps compared with the prior quarter. On a year-to-date basis,
margin on average earning assets increased by 3 bps from 3.02% to 3.05%,
compared with the same period last year.
    Compared with the third quarter last year, real-estate secured lending
volume (including securitizations) grew by $13.8 billion or 11%, personal
deposit volume grew by $4.5 billion or 4.6%, and consumer loans volume grew by
$1.8 billion or 9%. Business deposits volume and business loans and
acceptances volume both grew by 9%. Gross originated insurance premiums grew
by $46 million or 7%. As at May 31, 2007, personal deposit market share was
21.1%, down 24 bps compared with last year and down 11 bps compared with the
prior quarter, as a result of share decrease in term deposits. Personal
lending market share was 20.0%, up 6 bps compared with last year and down 9
bps compared with the prior quarter. Small business lending (credit limits of
less than $250,000) market share as at March 31, 2007 was 18.2%, up 59 bps
compared with last year, and up 10 bps compared with the prior quarter. Credit
card market share, for the month of May 2007, measured by the average
outstanding balance, was 8.4%, up 68 bps compared with last year and up 24 bps
compared with the prior quarter.
    Provision for credit losses for the quarter increased by $47 million, or
45%, compared with the third quarter last year. Personal banking provision for
credit losses of $147 million was $48 million higher than the third quarter
last year, primarily due to unsecured lending volume growth coupled with
higher loss rates on new accounts. Business banking provision for credit
losses was $4 million for the quarter, compared with $5 million in the third
quarter last year. Annualized provision for credit losses as a percentage of
credit volume was 0.33%, an increase of 8 bps, compared with the third quarter
last year, primarily due to higher personal lending and credit card volumes
and an associated change in proportions of product volumes. Provision for
credit losses increased by $8 million, or 6%, compared with the prior quarter.
Personal banking provisions increased $8 million, or 6%, compared with the
prior quarter, primarily due to higher personal lending and credit card
volumes, while business banking provisions remained stable quarter over
quarter. On a year-to-date basis, provision for credit losses increased by
$151 million, or 54%, compared with the same period last year. Personal
provisions increased $135 million, or 48%, compared with the same period last
year, primarily due to the inclusion of VFC and higher personal lending and
credit card volumes, while business banking provisions amounted to $18
million, compared with $2 million in the same period last year, driven by
reversals and recoveries.
    Non-interest expenses increased by $11 million, or 1%, compared with the
third quarter last year, primarily due to higher employee compensation and
investments in new branches. Increases in business volume-related expenses
have been offset by lower discretionary spending. Non-interest expenses
increased by $17 million, or 2%, compared with the prior quarter, mainly due
to more calendar days in the current quarter and business volume growth. On a
year-to-date basis, non-interest expenses increased by $124 million, or 4%,
compared with the same period last year, mainly due to the inclusion of VFC,
higher employee compensation and business volume-related expenses along with
continued investment in infrastructure and marketing. The full time equivalent
(FTE) staffing levels increased by 934, or 3%, compared with the third quarter
last year, primarily due to addition of sales and service personnel in
branches and call centres, as well as continued growth in the insurance
business. FTE staffing levels increased by 482, or 2%, compared with the prior
quarter, primarily due to addition of sales and service personnel in branches
and call centres. On a year-to-date basis, FTE staffing levels increased by
856, or 3%, compared with the same period last year, due to the inclusion of
VFC, the internal transfer of technology personnel, addition of sales and
service personnel in branches and call centres, as well as continued growth in
the insurance business. The efficiency ratio for the current quarter improved
to a record low of 50.0%, compared with 53.9% in the third quarter last year
and 52.0% in the prior quarter. On a year-to-date basis, the efficiency ratio
improved to 51.5%, compared with 54.8% in the same period last year.
    The outlook for year-over-year revenue growth remains solid for the final
quarter of the year. Provisions for credit losses on personal and business
banking loans, in aggregate, are expected to grow modestly from current levels
and in line with underlying volume growth. Expense growth is expected to
increase, due mainly to personnel costs and investments in new branches and
extended branch hours. The medium-term outlook is influenced by conditions in
the Canadian economy. Canadian housing markets and employment levels influence
business volumes and the quality of personal loans. Slower growth in the
Canadian economy would be expected to lead to lower growth in net income.

    Wealth Management

    Wealth Management's net income for the quarter was $185 million, an
increase of $33 million, or 22%, compared with the third quarter last year,
and a decrease of $12 million, or 6%, compared with the prior quarter. The
Bank's investment in TD Ameritrade generated net income of $59 million, an
increase of $4 million, or 7%, compared with the third quarter last year, and
a decrease of $4 million, or 6% compared with the prior quarter. The
annualized return on invested capital increased to 19%, compared with 18% in
the third quarter last year and decreased by 3% from the prior quarter.
    Net income for the nine months ended July 31, 2007 was $568 million, an
increase of $126 million, or 29%, compared with the same period last year. The
year-to-date increase in net income included results from the Bank's reported
investment in TD Ameritrade, which generated $186 million of net income,
compared with $127 million in the same period last year from the combined
earnings of the Bank's investment in TD Ameritrade for five months and TD
Waterhouse U.S.A.'s net income for three months. On a year-to-date basis, the
return on invested capital was 20%, down from 21% in the same period last
year.
    Revenue grew by $95 million, or 19%, compared with the third quarter last
year, primarily due to a combination of higher transaction volumes in discount
and full service brokerage, higher net interest and fee-based income, strong
mutual fund sales and strong growth in client assets. Commissions in the
discount brokerage business were negatively impacted by a decline in
commission per trade as a result of price reductions in the active trader and
affluent household segments, though this was substantially offset by increased
trade volumes. Revenue decreased by $7 million, or 1%, compared with the prior
quarter, primarily due to lower trading revenue in discount brokerage as a
result of a seasonally slower market. On a year-to-date basis, total revenue
decreased $24 million, or 1%, compared with the same period last year,
primarily due to the sale of TD Waterhouse U.S.A. to Ameritrade. The decline
in revenue was partially offset by stronger results in Canadian Wealth
businesses. Revenue was positively impacted by a new fixed administration fee
in TD Asset Management (TDAM) for certain funds. Effective January 1, 2007,
TDAM began absorbing the operating expenses of certain funds in return for a
fixed administration fee. Previously, the operating costs were borne by the
individual funds. This had the impact of increasing both revenue and expenses.
    Non-interest expenses increased by $51 million, or 15%, compared with the
third quarter last year, primarily due to higher volume-related payments to
sellers of the Bank's mutual funds, higher sales force compensation in
advice-based businesses driven by increased revenues, and continued investment
in client-facing advisors and related support staff. Non-interest expenses
increased slightly by $2 million compared with the prior quarter, mainly due
to higher payments to sellers of the Bank's mutual funds. On a year-to-date
basis, non-interest expenses decreased by $66 million, or 5%, compared with
the same period last year, mainly due to the sale of TD Waterhouse U.S.A. to
Ameritrade, partially offset by higher expenses, primarily due to TDAM
absorbing operating expenses and higher sales force compensation. The
efficiency ratio for the current quarter was 67.3%, compared with 69.9% in the
third quarter last year and 66.2% in the prior quarter. On a year-to-date
basis, the efficiency ratio improved to 66.5%, compared with 69.4% in the same
period last year.
    Assets under management of $160 billion at July 31, 2007 increased
$9 billion, or 6%, from October 31, 2006, due to market appreciation and the
addition of net new client assets. Assets under administration totalled
$177 billion at the end of the quarter, increasing $16 billion, or 10%, from
October 31, 2006 due to market appreciation and the addition of net new client
assets.
    Wealth Management should continue to grow its client base, client-facing
advisors and mutual fund sales in the coming months, though earnings and
assets under management and administration may be negatively impacted in the
short term by the recent volatility in capital markets.

    
    Wealth Management (unaudited)
    -------------------------------------------------------------------------
                                             For the three      For the nine
                                              months ended      months ended
                                 -------------------------- -----------------
    (millions of                 July 31  Apr. 30  July 31  July 31  July 31
    Canadian dollars)               2007     2007     2006     2007     2006
    -------------------------------------------------------------------------
    Canadian Wealth                 $126     $134     $ 97     $382     $315
    TD Ameritrade/
     TD Waterhouse U.S.A.             59       63       55      186      127
    -------------------------------------------------------------------------
    Net income                      $185     $197     $152     $568     $442
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    

    U.S. Personal and Commercial Banking

    U.S. Personal and Commercial Banking's reported net income for the
quarter was $109 million, compared with $68 million in the third quarter last
year, and $23 million in the prior quarter. Adjusted net income for the prior
quarter was $62 million, which excluded a $39 million after-tax charge, being
the Bank's share of TD Banknorth's restructuring, privatization and
merger-related charges. There were no items of note affecting earnings in the
current quarter or the third quarter last year. The annualized return on
invested capital was 4.7%, compared with 4.6% in the third quarter last year,
and 3.8% in the prior quarter.
    Reported net income for the nine months ended July 31, 2007 was
$196 million, compared with $173 million in the same period last year. On a
year-to-date basis, adjusted net income was $235 million, compared with
adjusted net income of $192 million in the same period last year. On a
year-to-date basis, the return on invested capital was 4.3% compared to 4.8%
in the same period last year.
    The third quarter increase in net income related to increased ownership
in TD Banknorth from the privatization transaction that was completed in April
2007, when the Bank acquired 100% ownership interest in TD Banknorth. The
average ownership percentage increased from 56% in the third quarter of last
year and 59% in the prior quarter to 91% in the current quarter. In addition,
the segment now includes the banking operations from TD Bank USA which
provides banking services to customers of TD Ameritrade. Prior periods have
not been restated to include the results from TD Bank USA as they were not
significant.
    Revenue was at the same level as the third quarter last year, and
declined by $21 million, or 4%, compared with the prior quarter, primarily due
to a stronger Canadian dollar. On a year-to-date basis, revenue increased
$171 million, or 13%, compared with the same period last year, primarily due
to the acquisition of Interchange and Hudson. Margin on average earning assets
decreased by 21 bps from 4.07% to 3.86%, compared with the third quarter last
year, and decreased 3 bps compared with the prior quarter. On a year-to-date
basis, the margin on average earning assets declined by 5 bps from 3.95% to
3.90%, compared with the same period last year. Net interest income remains
under pressure from a flat yield curve and continued strong competition for
deposits and high-quality loans.
    Provision for credit losses for the quarter increased by $23 million,
compared with the third quarter last year, and declined by $2 million from the
prior quarter. The increase in provision for credit losses compared with the
third quarter last year was due to higher levels of impaired loans and
increased net write-offs. Net impaired loans increased by $123 million, or
134%, compared with the third quarter last year, primarily due to a slowdown
in the residential real-estate construction market. Net impaired loans were
essentially flat compared with the prior quarter. On a year-to-date basis,
provision for credit losses increased by $60 million, compared with the same
period last year, due to higher levels of impaired loans and increased net
write-offs. Net impaired loans as a percentage of total loans and leases was
0.76%, compared with 0.32% as at the end of the third quarter last year, and
0.72% as at the end of the prior quarter.
    Non-interest expenses declined by $9 million, or 3%, compared with the
third quarter last year, primarily due to cost control initiatives and a
stronger Canadian dollar. Excluding the $78 million before-tax charge related
to TD Banknorth's restructuring, privatization and merger-related charges
recorded in the prior quarter, non-interest expenses declined $31 million, or
10%, compared with the prior quarter, primarily due to cost control
initiatives and a stronger Canadian dollar. On a year-to-date basis,
non-interest expenses, excluding TD Banknorth's restructuring, privatization
and merger-related charges, increased by $87 million, or 11%, largely due to
the acquisition of Interchange and Hudson, which was mitigated by cost control
initiatives and a stronger Canadian dollar. The average FTE staffing levels
declined by 848 compared with the third quarter last year and by 420 from the
prior quarter, primarily due to staff reductions related to improved business
processes. Reported efficiency ratio was 56.9%, compared with 58.7%, in the
third quarter last year, and 76.2% in the prior quarter. On an adjusted basis,
the efficiency ratio for the prior quarter was 60.5%. On a year-to-date basis,
reported efficiency ratio was 65.0%, compared with 60.9% in the same period
last year and the adjusted efficiency ratio was 59.7%, compared with 58.6%, in
the same period last year.
    While the banking environment in the U.S. is expected to remain
challenging, we expect that the contribution of U.S. Personal and Commercial
Banking should continue to increase. Net interest income is expected to grow
modestly for the balance of the year due to deposit and commercial loan
growth, as well as seasonality. Asset quality appears to have stabilized,
although this could reverse if markets deteriorate. We expect revenue growth
to exceed expense growth for the remainder of the year due to expense
reduction initiatives.

    Wholesale Banking

    Wholesale Banking reported net income for the quarter of $253 million, an
increase of $74 million, or 41%, compared with the third quarter last year,
and an increase of $36 million, or 17%, compared with the prior quarter. The
annualized return on invested capital was 37% in the current quarter, compared
with 29% in the third quarter last year, and 34% in the prior quarter.
    Reported and adjusted net income for the nine months ended July 31, 2007
was $667 million, up $184 million, or 38%, and up $149 million, or 29%,
respectively. Adjusted net income in the prior year excluded the impact of a
$35 million after-tax restructuring charge ($50 million before tax) in
connection with the repositioning of the global structured products
businesses. There were no items of note affecting earnings during the nine
months ended July 31, 2007. On a year-to-date basis, the return on invested
capital was 34%, compared with 30% in the same period last year.
    Wholesale Banking revenue was derived primarily from capital markets,
investing and corporate lending activities. Revenue for the quarter was
$692 million, compared with $583 million in the third quarter last year and
$642 million in the previous quarter. The capital markets businesses generate
revenue from advisory, underwriting, trading, facilitation and execution
services. Capital markets revenue increased from the third quarter last year,
primarily due to strong equity and credit trading and advisory. Capital
markets revenue increased from the prior quarter, primarily due to increased
equity and foreign exchange trading and advisory, partially offset by lower
equity underwriting and interest rate and credit trading. The equity
investment portfolio delivered lower security gains compared with the third
quarter last year and the prior quarter. Corporate lending revenue was up from
the third quarter last year due to an increase in loans and commitments
related primarily to mergers and acquisitions activity, but was flat compared
with the prior quarter. On a year-to-date basis, revenue was $1,969 million,
an increase of $191 million, or 11%, compared with the same period last year,
primarily due to higher security gains, improved equity underwriting, advisory
and increased equity trading, partially offset by lower foreign exchange
trading.
    Provision for credit losses is comprised of allowances for credit losses
and accrual costs for credit protection. Provision for credit losses was
$8 million in the quarter, compared with $15 million in the third quarter last
year and $12 million in the prior quarter. The provision for the quarter
includes the cost of credit protection and a $3 million recovery of a specific
allowance related to a single credit exposure in the Merchant Banking
portfolio. On a year-to-date basis, provision for credit losses was
$44 million, a reduction of $11 million, or 20%, compared with the same period
last year.
    Wholesale Banking continues to proactively manage its credit risk and
currently holds $2.8 billion in notional credit default swap protection,
unchanged compared with the third quarter last year and the prior quarter.
    Expenses were $326 million, an increase of $23 million compared with the
third quarter last year, due primarily to higher variable compensation.
Expenses decreased $3 million from the last quarter. On a year-to-date basis,
expenses were $987 million, a decrease of $32 million, or 3%, compared with
the same period last year as prior year expenses included restructuring costs
of $50 million. The efficiency ratio for the current quarter improved to
47.1%, compared with 52.0% in the third quarter last year and 51.2% in the
prior quarter. On a year-to-date basis, the efficiency ratio improved to
50.1%, compared with 57.3% in the same period last year.
    Overall, Wholesale Banking had an excellent quarter driven by very strong
domestic franchise and trading revenues, and a strong contribution from the
equity investment portfolio. Wholesale Banking's performance is very strong
year-to-date, however, recent market volatility has the potential to impact
our results in the short term. Key priorities remain: working to solidify our
position as a top three dealer in Canada, seek opportunities to grow
proprietary trading in scalable and liquid markets, maintain a superior rate
of return on invested capital, and enhance the efficiency ratio through
improved cost control.

    Corporate

    Corporate segment reported a net loss of $41 million for the quarter,
compared with a net loss of $127 million in the third quarter last year, and a
reported net loss of $98 million in the prior quarter. On an adjusted basis,
the current quarter results reflected net income of $20 million, compared with
a net loss of $37 million in the third quarter last year and a net loss of
$21 million in the prior quarter.
    The current quarter results included net favourable tax items relating to
tax audits, legislative activity and other items (totalling $29 million after
tax), as well as a gain of $6 million on the sale of TD Ameritrade shares,
which more than offset the loss on earnings on excess capital due to
privatization of TD Banknorth. On a year-over-year basis, Corporate segment
also benefited from lower unallocated corporate costs, as underlying support,
regulatory and compliance costs were in a stable to declining pattern.
    Adjusted net income in the current quarter excluded amortization of
intangibles of $91 million after tax and a $30 million after-tax gain in
excess of accrued cost for the period in credit default swaps (CDS) hedging
the corporate loan book. Adjusted net income in the third quarter last year
excluded amortization of intangibles of $61 million after tax, $5 million
after-tax loss on the CDS in excess of accrued cost for the period in CDS
hedging the corporate loan book, and the negative impact of $24 million
related to a decrease in future tax assets following scheduled reductions in
the income tax rate. Adjusted net income in the prior quarter excluded
amortization of intangibles of $80 million after tax, a $4 million after-tax
restructuring charge related to the transfer of functions from TD Bank USA to
TD Banknorth and a $7 million after-tax gain in excess of accrued cost for the
period in CDS hedging the corporate loan book.
    The Corporate segment reported a net loss of $209 million for the nine
months ended July 31, 2007. On an adjusted basis, Corporate reported
year-to-date net income was $17 million, an improvement of $133 million over
the same period in the prior year, mainly driven by lower unallocated
corporate expenses, securitization gains, and an improvement in the non-core
lending portfolio and certain favourable tax items. Adjusted net loss for the
current year-to-date period excluded amortization of intangibles of $254
million after tax, a $4 million after-tax restructuring charge related to the
transfer of functions from TD Bank USA to TD Banknorth, and $32 million
after-tax gains in excess of accrued cost for the period in CDS hedging the
corporate loan book. Adjusted net loss for the year-to-date last year,
excluded a $1,665 million after-tax dilution gain on the sale of TD Waterhouse
U.S.A. to Ameritrade and a $72 million after-tax dilution loss related to the
acquisition of Hudson by TD Banknorth. Also excluded was a general allowance
release of $39 million after tax, amortization of intangibles of $229 million
after tax, $24 million loss relating to tax items and gains of $15 million in
excess of the accrued cost for the period in CDS hedging the corporate loan
book.

    BALANCE SHEET REVIEW

    Total assets were $403.9 billion as at July 31, 2007, $11 billion higher
than at October 31, 2006. The net increase was composed primarily of an
increase of $11.4 billion in loans, $7.2 billion in other assets and
$2.6 billion in interest bearing deposits with other banks. This was partially
offset by decreases of $5 billion in securities and $5.1 billion in securities
purchased under resale agreements. The increase in total loans was
attributable to Canadian Personal and Commercial Banking stemming mostly from
higher mortgage, credit card and personal loan balances, Wholesale Banking
business and government loans and growth in Wealth Management margin loans.
The increase in other assets is attributable to the gross-up of non-trading
derivatives as required by the new financial instruments standards, increase
in goodwill and intangibles primarily related to the privatization of TD
Banknorth, as well as the acquisition of Interchange by TD Banknorth. The
decrease in securities was due to lower trading securities which are
influenced by market movements, client flows and proprietary trading
strategies. The decrease in securities purchased under reverse repurchase
agreements reflected reduced balances in this product within Wholesale
Banking. Total deposits were $267.7 billion at the end of the quarter, an
increase of $6.8 billion from October 31, 2006. Personal deposits increased
$2.9 billion, primarily due to increased volumes in Canadian Personal and
Commercial Banking and the acquisition of Interchange by TD Banknorth. Other
deposits increased $3.9 billion, largely due to growth in the U.S. Wholesale
business. Total other liabilities increased by $1.6 billion from October 31,
2006. The net increase was composed of higher other liabilities which was
partially offset by declines in obligations related to securities sold short
and obligations related to securities sold under repurchase agreements. Other
liabilities increased $4.3 billion, largely due to higher non-trading
derivatives related to the new financial instrument standards. Obligations
related to securities sold under repurchase agreements decreased by
$2.5 billion consistent with the movement in reverse repurchase agreements
noted above. Obligations related to securities sold short decreased by $0.5
billion, reflecting market movements and trading activities. Subordinated
notes and debentures increased $3.1 billion, primarily as a result of new
issuances in December 2006 and July 2007. The Bank's non-controlling interests
in subsidiaries as at July 31, 2007 declined $1.9 billion from October 31,
2006 due to the privatization of TD Banknorth in the prior quarter.

    CREDIT PORTFOLIO QUALITY

    Gross impaired loans were $590 million at July 31, 2007, $144 million
higher than at October 31, 2006, largely due to the addition of impaired loans
in the Canadian and U.S. Personal and Commercial Banking segments. Net
impaired loans as at July 31, 2007, after deducting specific and general
allowances, totalled $(767) million, compared with $(871) million as at
October 31, 2006.
    The total allowance for credit losses of $1,357 million as at July 31,
2007 comprised total specific allowances of $211 million and a general
allowance of $1,146 million. Specific allowances increased by $35 million from
$176 million as at October 31, 2006, mainly due to higher specific provisions
in the Canadian and U.S. Personal and Commercial Banking segments. The general
allowance for credit losses as at July 31, 2007 was up by $5 million, compared
with October 31, 2006, mainly due to the inclusion of general allowance
related to VFC and TD Banknorth, and the consolidation of Interchange. The
Bank establishes general allowances to recognize losses that management
estimates to have occurred in the portfolio at the balance sheet date for
loans or credits not yet specifically identified as impaired.

    
    Changes in Gross Impaired Loans and Acceptances(1)
    -------------------------------------------------------------------------
                                             For the three      For the nine
                                              months ended      months ended
                                 -------------------------- -----------------
    (millions of                 July 31  Oct. 31  July 31  July 31  July 31
    Canadian dollars)               2007     2006     2006     2007     2006
    -------------------------------------------------------------------------
    Balance at beginning
     of period                      $603     $390     $382     $446     $372
    Additions                        375      326      234    1,205      756
    Return to performing status,
     repaid or sold                 (166)     (93)     (74)    (450)    (279)
    Write-offs                      (200)    (177)    (148)    (591)    (452)
    Foreign exchange and
     other adjustments               (22)       -       (4)     (20)      (7)
    -------------------------------------------------------------------------
    Balance at end of period        $590     $446     $390     $590     $390
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------

    (1) Under U.S. GAAP, non-performing homogeneous loans that are evaluated
        for impairment at the portfolio level are not considered impaired,
        and are classified as non-accrual loans. These loans are considered
        impaired for Canadian GAAP purposes but were not previously reported
        as being impaired. During the quarter, the disclosure for impaired
        loans was retroactively restated to include non-performing
        homogeneous loans that are evaluated for impairment at the portfolio
        level. Accordingly, the impact as at October 31, 2006 and July 31,
        2006 was $35 million and $33 million increase to gross impaired
        loans, respectively. This restatement affected disclosure as noted,
        but had no impact on net income.

    Allowance for Credit Losses(1) (unaudited)
    -------------------------------------------------------------------------
                                                                       As at
                                                  ---------------------------
                                                   July 31  Oct. 31  July 31
    (millions of Canadian dollars)                    2007     2006     2006
    -------------------------------------------------------------------------
    Specific allowance                                $211     $176     $145
    General allowance                                1,146    1,141    1,134
    -------------------------------------------------------------------------
    Total allowance for credit losses               $1,357   $1,317   $1,279
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------

    Total net impaired loans                         $(767)   $(871)   $(889)
    Net impaired loans as a percentage
     of net loans                                   (0.4)%   (0.5)%   (0.5)%
    Provision for credit losses as a
     percentage of net average loans                 0.39%    0.40%    0.26%
    -------------------------------------------------------------------------

    (1) Certain comparative amounts have been restated to conform to the
        presentation adopted in the current period
    

    CAPITAL POSITION

    The Bank's capital ratios are calculated using the guidelines of the
Office of the Superintendent of Financial Institutions (OSFI). As at July 31,
2007, the Bank's Tier 1 capital ratio was 10.2%, compared with 12.0% at
October 31, 2006, and the total capital ratio was 13.3%, compared with 13.1%
at October 31, 2006. The Bank's overall Tier 1 capital was down $1.7 billion
from October 31, 2006. The decrease in the Tier 1 capital ratio from
October 31, 2006 was largely due to the privatization of TD Banknorth which
reduced Tier 1 capital by $3.4 billion due to the exclusion of non-controlling
interests and an increase in goodwill and intangibles, partially offset by a
US$500 million REIT preferred stock issue by a subsidiary and strong earnings
throughout fiscal 2007. Total capital was up $1.5 billion, compared with
October 31, 2006, due to $4.1 billion Tier 2A subordinated debentures issued
during the fiscal year, partially offset by the privatization of TD Banknorth
and the redemption of Tier 2B subordinated debentures. Risk-weighted assets
were up $8.9 billion from October 31, 2006, primarily due to TD Banknorth's
acquisition of Interchange and the overall growth in assets within the Bank,
including those resulting from changes in foreign exchange rates and the
implementation of the new financial instruments accounting standards.
    The Bank continues to hold sufficient capital levels to ensure that
flexibility is maintained to grow operations, both organically and through
strategic acquisitions. The strong capital ratios are the result of the Bank's
internal capital generation, management of the balance sheet and periodic
issuance of capital securities.
    During the quarter, the Bank issued $1.8 billion of medium-term notes
constituting subordinated indebtedness which qualify as Tier 2A regulatory
capital and a subsidiary of the Bank issued US$500 million of REIT preferred
stock which qualify as Tier 1 regulatory capital of the Bank. Also during the
quarter, the Bank redeemed all of its outstanding $500 million 6.55%
subordinated debentures due July 31, 2012, announced its intention to redeem
on September 4, 2007, all of its outstanding $550 million 5.20% subordinated
debentures due September 4, 2012 and a subsidiary of the Bank redeemed
US$342 million of junior subordinated debentures, all of which qualify as Tier
2B regulatory capital of the Bank. During the first quarter ended January 31,
2007, the Bank issued $2.25 billion of medium-term notes constituting
subordinated indebtedness which qualify as Tier 2A regulatory capital.
    During the three and nine months ended July 31, 2007, the Bank purchased
3.2 million of its common shares at a cost of $236.1 million under the Bank's
normal course issuer bid, which commenced on December 20, 2006 to repurchase
for cancellation, up to five million common shares.

    
    Capital Structure and Ratios (unaudited)
    -------------------------------------------------------------------------
                                                                       As at
                                                  ---------------------------
                                                   July 31  Oct. 31  July 31
    (billions of Canadian dollars)                    2007     2006     2006
    -------------------------------------------------------------------------
    Tier 1 capital                                   $15.4    $17.1    $16.8
    Tier 1 capital ratio                             10.2%    12.0%    12.1%
    Total capital                                    $20.1    $18.6    $18.3
    Total capital ratio                              13.3%    13.1%    13.2%
    Risk-weighted assets                            $150.8   $141.9   $139.1
    Tangible common equity                           $10.7    $12.9    $12.7
    Tangible common equity as a
     percentage of risk-weighted assets               7.1%     9.1%     9.1%
    -------------------------------------------------------------------------
    


    MANAGING RISK

    At the end of the third quarter, there was significant volatility in the
capital markets related to credit and liquidity issues. The Bank does not have
exposures to U.S. subprime mortgages and non-Bank sponsored Asset-Backed
Commercial Paper (ABCP) issued by the trusts named in the August 16, 2007
press release by a group of financial institutions referencing a solution to
the liquidity problem affecting third-party structured finance ABCP in Canada.
In addition, the Bank-sponsored ABCP conduits continue to perform
satisfactorily with reasonable liquidity. We will continue to proactively
monitor market events and manage our risk profile accordingly.

    Interest Rate Risk

    The objective of interest rate risk management for the non-trading
portfolio is to ensure that stable and predictable earnings are realized over
time. In this context, the Bank has adopted a disciplined hedging approach to
profitably manage its asset and liability positions, including a modeled
maturity profile for non-rate sensitive assets, liabilities and equity. Key
aspects of this approach are:

    
    -   minimizing the impact of interest rate risk on net interest income
        and economic value within Canadian Personal and Commercial Banking;
        and
    -   measuring the contribution of each product on a risk adjusted, fully-
        hedged basis, including the impact of financial options granted
        to customers.
    

    The Bank uses derivative financial instruments, wholesale instruments and
other capital market alternatives and, less frequently, product pricing
strategies to manage interest rate risk. As at July 31, 2007, an immediate and
sustained 100 bps increase in rates would have increased the economic value of
shareholders' equity by $20 million after tax or 0.09%. An immediate and
sustained 100 bps decrease in rates would have decreased the economic value of
shareholders' equity by $43 million after tax or 0.19%.

    Liquidity Risk

    The Bank holds a sufficient amount of liquidity to fund its obligations
as they become due under normal operating conditions as well as under a base
case stress scenario that defines the minimum amount of liquidity that must be
held at all times. The surplus liquid asset position is defined as total
available liquid assets, less the Bank's total maturing wholesale funding,
potential non-wholesale deposit run-off and contingent liabilities, measured
at a number of points in time up to and including 90 days forward. As at
July 31, 2007, the Bank's consolidated surplus liquid asset position, on a
cumulative basis, up to 90 days forward, was $4.2 billion, compared with a
consolidated surplus liquid asset position of $18.8 billion as at October 31,
2006. The Bank ensures that funding obligations are fulfilled by managing its
cash flows and holding highly liquid assets that can be readily converted into
cash. The Bank manages liquidity on a global basis, ensuring prudent
management of liquidity risk in all its operations. In addition to a large
base of stable retail and commercial deposits, the Bank has an active
wholesale funding program, including asset securitization. This funding is
highly diversified as to source, type, currency and geographical location.

    Market Risk

    The Bank manages market risk in its trading books by using several key
controls. The Bank's market risk policy sets out detailed limits for each
trading business, including Value-at-Risk (VaR), stress test, stop loss, and
sensitivity to various market risk factors. Policy controls are augmented
through active oversight by independent market risk staff and frequent
management reporting. VaR is a statistical loss threshold, which should not be
exceeded, on average, more than once in 100 days. It is also the basis for
regulatory capital for market risk. The following table presents average and
end-of-quarter general market risk VaR usage for the three and nine months
ended July 31, 2007, as well as average VaR for the three and nine months
ended July 31, 2006. For the three and nine months ended July 31, 2007, net
daily capital markets revenues were positive for 92.2% and 93.2% of the
trading days respectively. Losses in the third quarter did not exceed the
Bank's statistically predicted VaR for the total of the Bank's trading-related
businesses.

    
    Value-at-Risk Usage (unaudited)
    -------------------------------------------------------------------------
                                                                For the nine
                                For the three months ended      months ended
                       ------------------------------------ -----------------
                          As at  Average  Average  Average  Average  Average
    (millions of        July 31  July 31  Apr. 30  July 31  July 31  July 31
     Canadian dollars)     2007     2007     2007     2006     2007     2006
    -------------------------------------------------------------------------
    Interest rate risk     $6.4     $7.2     $7.0     $8.5     $7.2     $9.1
    Equity risk             4.6      6.0     10.3      6.1      7.8      5.4
    Foreign exchange risk   2.6      1.9      2.0      2.2      2.0      2.2
    Commodity risk          1.0      1.5      1.6      2.0      1.5      1.4
    Diversification effect (8.0)    (7.3)   (10.8)    (8.7)    (8.6)    (7.8)
    -------------------------------------------------------------------------
    General market
     Value-at-Risk         $6.6     $9.3    $10.1    $10.1     $9.9    $10.3
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------



    QUARTERLY RESULTS

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

    Quarterly Results (unaudited)
    -------------------------------------------------------------------------
                                                  For the three months ended
                                      ---------------------------------------
                                                              2007      2006
    (millions of Canadian dollars)     July 31   Apr. 30   Jan. 31   Oct. 31
    -------------------------------------------------------------------------
    Net interest income                 $1,783    $1,662    $1,671    $1,714
    Other income                         1,868     1,854     1,807     1,580
    -------------------------------------------------------------------------
    Total revenues                       3,651     3,516     3,478     3,294
    Provision for (reversal of)
     credit losses                        (171)     (172)     (163)     (170)
    Non-interest expenses               (2,185)   (2,269)   (2,194)   (2,187)
    Dilution gain, net                       -         -         -         -
    -------------------------------------------------------------------------
    Income before provision for
     income taxes, non-controlling
     interests in subsidiaries and
     equity in net income of an
     associated company                  1,295     1,075     1,121       937
    Provision for income taxes            (248)     (234)     (218)     (175)
    Non-controlling interests in
     subsidiaries, net of income taxes     (13)      (27)      (47)      (48)
    Equity in net income of an
     associated company, net of
     income taxes                           69        65        65        48
    -------------------------------------------------------------------------
    Net income - reported                1,103       879       921       762
    Items of note affecting net income,
     net of income taxes:
      Amortization of intangibles           91        80        83        87
      Dilution gain on Ameritrade
       transaction, net of costs             -         -         -         -
      Dilution loss on the acquisition
       of Hudson by TD Banknorth             -         -         -         -
      Balance sheet restructuring
       charge in TD Banknorth                -         -         -         -
      Wholesale Banking restructuring
       charge                                -         -         -         -
      TD Banknorth restructuring,
       privatization and
       merger-related charges                -        43         -         -
      Change in fair value of credit
       default swaps hedging the
       corporate loan book                 (30)       (7)        5         8
      Non-core portfolio loan loss
       recoveries (sectoral related)         -         -         -         -
      Tax charge related to
       reorganizations                       -         -         -         -
      Other tax items                        -         -         -         -
      Loss on structured
       derivative portfolios                 -         -         -         -
      Preferred share redemption             -         -         -         -
      Initial set up of specific
       allowance for credit card
       and overdraft loans                   -         -         -        18
      General allowance release              -         -         -         -
    -------------------------------------------------------------------------
    Total items of note                     61       116        88       113
    -------------------------------------------------------------------------
    Net income - adjusted                1,164       995     1,009       875
    Preferred dividends                     (2)       (7)       (6)       (5)
    -------------------------------------------------------------------------
    Net income available to common
     shareholders - adjusted            $1,162      $988    $1,003      $870
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------

    (Canadian dollars)
    -------------------------------------------------------------------------
    Basic earnings per share
      - reported                         $1.53     $1.21     $1.27     $1.05
      - adjusted                          1.61      1.37      1.40      1.21
    Diluted earnings per share
      - reported                          1.51      1.20      1.26      1.04
      - adjusted                          1.60      1.36      1.38      1.20
    Return on common
     shareholders' equity                21.0%     17.1%     18.2%     15.7%
    -------------------------------------------------------------------------


    -------------------------------------------------------------------------
                                                  For the three months ended
                                                              2006      2005
                                      ---------------------------------------
    (millions of Canadian dollars)     July 31   Apr. 30   Jan. 31   Oct. 31
    -------------------------------------------------------------------------
    Net interest income                 $1,623    $1,427    $1,607    $1,641
    Other income                         1,665     1,691     1,797     1,442
    -------------------------------------------------------------------------
    Total revenues                       3,288     3,118     3,404     3,083
    Provision for (reversal of)
     credit losses                        (109)      (16)     (114)       15
    Non-interest expenses               (2,147)   (2,103)   (2,290)   (2,203)
    Dilution gain, net                       -        (5)    1,564         -
    -------------------------------------------------------------------------
    Income before provision for
     income taxes, non-controlling
     interests in subsidiaries and
     equity in net income of an
     associated company                  1,032       994     2,564       895
    Provision for income taxes            (235)     (244)     (220)     (253)
    Non-controlling interests in
     subsidiaries, net of income taxes     (52)      (47)      (37)      (53)
    Equity in net income of an
     associated company, net of
     income taxes                           51        35         -         -
    -------------------------------------------------------------------------
    Net income - reported                  796       738     2,307       589
    Items of note affecting net income,
     net of income taxes:
      Amortization of intangibles           61        86        82        86
      Dilution gain on Ameritrade
       transaction, net of costs             -         5    (1,670)        -
      Dilution loss on the acquisition
       of Hudson by TD Banknorth             -         -        72         -
      Balance sheet restructuring
       charge in TD Banknorth                -         -        19         -
      Wholesale Banking restructuring
       charge                                -         -        35         4
      TD Banknorth restructuring,
       privatization and
       merger-related charges                -         -         -         -
      Change in fair value of credit
       default swaps hedging the
       corporate loan book                   5       (10)      (10)       (7)
      Non-core portfolio loan loss
       recoveries (sectoral related)         -         -         -       (60)
      Tax charge related to
       reorganizations                       -         -         -       138
      Other tax items                       24         -         -       (68)
      Loss on structured
       derivative portfolios                 -         -         -        70
      Preferred share redemption             -         -         -        13
      Initial set up of specific
       allowance for credit card
       and overdraft loans                   -         -         -         -
      General allowance release              -       (39)        -         -
    -------------------------------------------------------------------------
    Total items of note                     90        42    (1,472)      176
    -------------------------------------------------------------------------
    Net income - adjusted                  886       780       835       765
    Preferred dividends                     (6)       (6)       (5)        -
    -------------------------------------------------------------------------
    Net income available to common
     shareholders - adjusted              $880      $774      $830      $765
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------

    (Canadian dollars)
    -------------------------------------------------------------------------
    Basic earnings per share
      - reported                         $1.10     $1.02     $3.23     $0.83
      - adjusted                          1.22      1.10      1.16      1.08
    Diluted earnings per share
      - reported                          1.09      1.01      3.20      0.82
      - adjusted                          1.21      1.09      1.15      1.06
    Return on common
     shareholders' equity                16.8%     16.5%     55.4%     14.8%
    -------------------------------------------------------------------------
    


    ACCOUNTING POLICIES AND ESTIMATES

    The Bank's unaudited Interim Consolidated Financial Statements, as
presented on pages 22 to 37 of this Report to Shareholders, have been prepared
in accordance with GAAP. These Consolidated Financial Statements should be
read in conjunction with the Bank's audited Consolidated Financial Statements
for the year ended October 31, 2006. The accounting policies used in the
preparation of these Consolidated Financial Statements are consistent with
those used in the Bank's October 31, 2006 audited Consolidated Financial
Statements, except as described below.

    Changes in Significant Accounting Policies

    Financial Instruments, Hedges and Comprehensive Income
    The Bank adopted the Canadian Institute of Chartered Accountants (CICA)
Handbook Section 3855, Financial Instruments - Recognition and Measurement;
Section 3865, Hedges; Section 1530, Comprehensive Income and Section 3861,
Financial Instruments - Disclosure and Presentation on November 1, 2006. The
adoption of these new Financial Instruments standards resulted in changes in
the accounting for financial instruments and hedges as well as the recognition
of certain transition adjustments that have been recorded in opening retained
earnings or opening accumulated other comprehensive income. The comparative
Interim Consolidated Financial Statements have not been restated. With the
adoption of these standards, the Bank's accounting for financial instruments
is now largely harmonized with U.S. GAAP for this area. For a description of
the principal changes in the accounting for financial instruments and hedges
due to the adoption of these accounting standards and for further details on
changes in significant accounting policies, see Note 2 to the Interim
Consolidated Financial Statements for the quarter ended July 31, 2007.

    Determining Variable Interest Entities
    In September 2006, the Emerging Issues Committee of the CICA issued EIC-
163, Determining the Variability to be Considered in Applying AcG-15, which
provides additional guidance on how to analyze and consolidate variable
interest entities. The guidance became effective February 1, 2007 for the
Bank. The new guidance does not have a material effect on the financial
position or earnings of the Bank.
    There were no other changes in the Bank's accounting policies during the
nine months ended July 31, 2007.

    Critical Accounting Estimates

    The critical accounting estimates remain unchanged from those disclosed
in the Bank's 2006 Annual Report.

    Future Changes in Accounting Policies

    Capital Disclosures
    The CICA issued a new accounting standard, Section 1535, Capital
Disclosures, which requires the disclosure of both qualitative and
quantitative information that enables users of financial statements to
evaluate the entity's objectives, policies and processes for managing capital.
This new standard is effective for the Bank beginning November 1, 2007.

    Financial Instruments
    The CICA issued two new accounting standards, Section 3862, Financial
Instruments - Disclosures, and Section 3863, Financial Instruments -
Presentation, which apply to interim and annual financial statements relating
to fiscal years beginning on or after October 1, 2007. The Bank intends to
adopt these new standards effective November 1, 2007.

    Accounting for Transaction Costs of Financial Instruments Classified
    Other Than as Held For Trading
    On June 1, 2007, the EIC issued EIC-166, Accounting Policy Choice for
Transaction Costs, which allows an entity the accounting policy choice of
recognizing all transaction costs in net income or adding to the initial
carrying cost those transaction costs that are directly attributable to the
acquisition or issue of the financial instrument for all similar financial
instruments other than those classified as held for trading. The guidance is
effective beginning November 1, 2007. The new guidance is not expected to have
a material effect on the financial position or earnings of the Bank.

    CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

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

    
    INTERIM CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

    INTERIM CONSOLIDATED BALANCE SHEET (unaudited)
    -------------------------------------------------------------------------
                                                                       As at
                                                      -----------------------
                                                           July 31   Oct. 31
    (millions of Canadian dollars)                            2007      2006
    -------------------------------------------------------------------------
    ASSETS
    Cash and due from banks                                 $1,986    $2,019
    Interest-bearing deposits with banks                    11,343     8,763
    -------------------------------------------------------------------------
                                                            13,329    10,782
    -------------------------------------------------------------------------
    Securities
    Trading                                                 72,756    77,482
    Designated as trading under the fair value option        1,935         -
    Available-for-sale                                      36,209         -
    Held-to-maturity                                         8,528         -
    Investment                                                   -    46,976
    -------------------------------------------------------------------------
                                                           119,428   124,458
    -------------------------------------------------------------------------
    Securities purchased under reverse
     repurchase agreements                                  25,905    30,961
    -------------------------------------------------------------------------
    Loans
    Residential mortgages                                   56,096    53,425
    Consumer instalment and other personal                  66,574    63,130
    Credit card                                              5,574     4,856
    Business and government                                 43,447    40,514
    Business and government designated as
     trading under the fair value option                     1,619         -
    -------------------------------------------------------------------------
                                                           173,310   161,925
    Allowance for credit losses (Note 4)                    (1,357)   (1,317)
    -------------------------------------------------------------------------
    Loans, net of allowance for credit losses              171,953   160,608
    -------------------------------------------------------------------------
    Other
    Customers' liability under acceptances                   9,192     8,676
    Investment in TD Ameritrade (Note 14)                    4,749     4,379
    Trading derivatives                                     29,520    27,845
    Goodwill                                                 8,407     7,396
    Other intangibles                                        2,264     1,946
    Land, buildings and equipment                            1,824     1,862
    Other assets                                            17,319    14,001
    -------------------------------------------------------------------------
                                                            73,275    66,105
    -------------------------------------------------------------------------
    Total assets                                          $403,890  $392,914
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------

    LIABILITIES
    -------------------------------------------------------------------------
    Deposits
    Personal                                              $149,522  $146,636
    Banks                                                   12,214    14,186
    Business and government                                 70,579   100,085
    Trading                                                 35,421         -
    -------------------------------------------------------------------------
                                                           267,736   260,907
    -------------------------------------------------------------------------
    Other
    Acceptances                                              9,192     8,676
    Obligations related to securities sold short            26,624    27,113
    Obligations related to securities sold under
     repurchase agreements                                  16,158    18,655
    Trading derivatives                                     29,059    29,337
    Other liabilities                                       21,777    17,461
    -------------------------------------------------------------------------
                                                           102,810   101,242
    -------------------------------------------------------------------------
    Subordinated notes and debentures (Note 6)              10,005     6,900
    -------------------------------------------------------------------------
    Liabilities for preferred shares and capital
     trust securities (Note 7)                               1,798     1,794
    -------------------------------------------------------------------------
    Non-controlling interests in subsidiaries (Note 6)         538     2,439
    -------------------------------------------------------------------------

    SHAREHOLDERS' EQUITY
    Common shares (millions of shares issued and
     outstanding: July 31, 2007- 718.3;
     Oct. 31, 2006 - 717.4) (Note 8)                         6,525     6,334
    Preferred shares (millions of shares issued and
     outstanding: July 31, 2007- 17.0;
     Oct. 31, 2006 - 17.0) (Note 8)                            425       425
    Contributed surplus                                        118        66
    Retained earnings                                       15,378    13,725
    Accumulated other comprehensive income                  (1,443)     (918)
    -------------------------------------------------------------------------
                                                            21,003    19,632
    -------------------------------------------------------------------------
    Total liabilities and shareholders' equity            $403,890  $392,914
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------

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

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


    INTERIM CONSOLIDATED STATEMENT OF INCOME (unaudited)
    -------------------------------------------------------------------------
                                           For the three        For the nine
                                            months ended        months ended
                                     ----------------------------------------
                                       July 31   July 31   July 31   July 31
    (millions of Canadian dollars)        2007      2006      2007      2006
    -------------------------------------------------------------------------
    Interest income
    Loans                               $3,228    $2,862    $9,419    $7,828
    Securities
      Dividends                            210       193       672       605
      Interest                             950       865     2,855     2,678
    Deposits with banks                     47        70       205       228
    -------------------------------------------------------------------------
                                         4,435     3,990    13,151    11,339
    -------------------------------------------------------------------------
    Interest expense
    Deposits                             1,987     1,836     6,024     5,124
    Subordinated notes and debentures      125       107       357       292
    Preferred shares and capital trust
     securities                             19        28        81        95
    Other liabilities                      521       396     1,573     1,171
    -------------------------------------------------------------------------
                                         2,652     2,367     8,035     6,682
    -------------------------------------------------------------------------
    Net interest income                  1,783     1,623     5,116     4,657
    -------------------------------------------------------------------------
    Other income
    Investment and securities services     596       500     1,740     1,674
    Credit fees                            109        93       308       261
    Net securities gains                    94       113       266       218
    Trading income                         235       160       643       699
    Loss from financial instruments
     designated as trading under the
     fair value option                     (87)        -       (91)        -
    Service charges                        263       250       756       691
    Loan securitizations (Note 5)           86        85       317       249
    Card services                          119       103       337       270
    Insurance, net of claims               257       230       762       682
    Trust fees                              33        33       102        99
    Other                                  163        98       389       310
    -------------------------------------------------------------------------
                                         1,868     1,665     5,529     5,153
    -------------------------------------------------------------------------
    Total revenues                       3,651     3,288    10,645     9,810
    -------------------------------------------------------------------------
    Provision for credit losses (Note 4)   171       109       506       239
    -------------------------------------------------------------------------
    Non-interest expenses
    Salaries and employee benefits       1,161     1,102     3,487     3,369
    Occupancy, including depreciation      188       176       548       514
    Equipment, including depreciation      150       150       447       435
    Amortization of other intangibles      131       126       361       379
    Restructuring costs                      -         -        67        50
    Marketing and business development     106       127       330       356
    Brokerage-related fees                  40        37       115       129
    Professional and advisory services     109       138       324       369
    Communications                          46        50       144       147
    Other                                  254       241       825       792
    -------------------------------------------------------------------------
                                         2,185     2,147     6,648     6,540
    -------------------------------------------------------------------------
    Dilution gain, net                       -         -         -     1,559
    -------------------------------------------------------------------------
    Income before provision for income
     taxes, non-controlling interests
     in subsidiaries and equity in net
     income of an associated company     1,295     1,032     3,491     4,590
    Provision for income taxes             248       235       700       699
    Non-controlling interests in
     subsidiaries, net of income taxes      13        52        87       136
    Equity in net income of an
     associated company, net of
     income taxes                           69        51       199        86
    -------------------------------------------------------------------------
    Net income                           1,103       796     2,903     3,841
    Preferred dividends                      2         6        15        17
    -------------------------------------------------------------------------
    Net income available to
     common shareholders                $1,101      $790    $2,888    $3,824
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    Average number of common shares
     outstanding (millions)
      Basic                              719.5     719.1     719.0     715.8
      Diluted                            726.9     724.7     725.9     722.1
    Earnings per share (in dollars)
      Basic                              $1.53     $1.10     $4.02     $5.34
      Diluted                             1.51      1.09      3.98      5.30
    Dividends per share (in dollars)      0.53      0.44      1.54      1.30
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------

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

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



    INTERIM CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
    (unaudited)
    -------------------------------------------------------------------------
                                                   For the nine months ended
                                                 ----------------------------
                                                           July 31   July 31
    (millions of Canadian dollars)                            2007      2006
    -------------------------------------------------------------------------
    Common shares
    Balance at beginning of period                          $6,334    $5,872
    Proceeds from shares issued on exercise of options         132        93
    Shares issued as a result of dividend
     reinvestment plan                                          62       302
    Repurchase of common shares                                (29)        -
    Impact of shares sold (acquired) in Wholesale Banking       26        16
    Issued on acquisition of VFC                                 -        70
    -------------------------------------------------------------------------
    Balance at end of period                                 6,525     6,353
    -------------------------------------------------------------------------
    Preferred shares
    Balance at beginning of period                             425         -
    Share issues                                                 -       425
    -------------------------------------------------------------------------
    Balance at end of period                                   425       425
    -------------------------------------------------------------------------
    Contributed surplus
    Balance at beginning of period                              66        40
    Stock options                                                -        16
    Conversion of TD Banknorth options on
     privatization (Note 9)                                     52         -
    -------------------------------------------------------------------------
    Balance at end of period                                   118        56
    -------------------------------------------------------------------------
    Retained earnings
    Balance at beginning of period                          13,725    10,650
    Transition adjustment on adoption of Financial
     Instruments standards (Note 2)                             80         -
    Net income                                               2,903     3,841
    Common dividends                                        (1,108)     (931)
    Preferred dividends                                        (15)      (17)
    Premium paid on repurchase of common shares               (207)        -
    Other                                                        -         1
    -------------------------------------------------------------------------
    Balance at end of period                                15,378    13,544
    -------------------------------------------------------------------------
    Accumulated other comprehensive income,
     net of income taxes
    Balance at beginning of period                            (918)     (696)
    Transition adjustment on adoption of Financial
     Instrument standards (Note 2)                             426         -
    Other comprehensive income for the period                 (951)     (255)
    -------------------------------------------------------------------------
    Balance at end of period (Note 17)                      (1,443)     (951)
    -------------------------------------------------------------------------
    Total shareholders' equity at end of period            $21,003   $19,427
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------



    INTERIM CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (unaudited)
    -------------------------------------------------------------------------
                                           For the three        For the nine
                                            months ended        months ended
                                   ------------------------------------------
                                       July 31   July 31   July 31   July 31
    (millions of Canadian dollars)        2007      2006      2007      2006
    -------------------------------------------------------------------------
    Net income                          $1,103      $796    $2,903    $3,841
    -------------------------------------------------------------------------
    Other comprehensive income (loss),
     net of income taxes
      Change in unrealized gains and
       (losses) on available-for-sale
       securities, net of cash flow
       hedges(a)                          (184)        -       (44)        -
      Reclassification to earnings in
       respect of available-for-sale
       securities(b)                       (13)        -       (68)        -
      Change in foreign currency
       translation gains and (losses)
       on investments in subsidiaries,
       net of hedging activities(c),(d)   (971)     (444)     (551)     (255)
      Change in gains and (losses) on
       derivative instruments
       designated as cash flow hedges(e)  (196)        -      (310)        -
      Reclassification to earnings of
       gains and (losses) on cash
       flow hedges(f)                       15         -        22         -
    -------------------------------------------------------------------------
      Other comprehensive income
       for the period                   (1,349)     (444)     (951)     (255)
    -------------------------------------------------------------------------
    Comprehensive income for
     the period                          $(246)     $352    $1,952    $3,586
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------

    (a) Net of income tax benefit of $79 million and $17 million for the
        three and nine months ended July 31, 2007 respectively.
    (b) Net of income tax benefit of $22 million and $42 million for the
        three and nine months ended July 31, 2007 respectively.
    (c) Net of income tax expense of $217 million for the three months ended
        July 31, 2007 (three months ended July 31, 2006 - tax benefit of
        $78 million). Net of income tax expense of $269 million for the
        nine months ended July 31, 2007 (nine months ended July 31, 2006 -
        $174 million).
    (d) Includes $448 million of after-tax gains for the three months ended
        July 31, 2007 (three months ended July 31, 2006 - $152 million of
        after-tax losses) arising from hedges of the Bank's investment in
        foreign operations. Includes $560 million of after-tax gains for the
        nine months ended July 31, 2007 (nine months ended July 31, 2006 -
        $370 million of after-tax gains) arising from hedges of the Bank's
        investment in foreign operations.
    (e) Net of income tax benefit of $85 million and $155 million for the
        three and nine months ended July 31, 2007 respectively.
    (f) Net of income tax expense of $7 million and $11 million for the three
        and nine months ended July 31, 2007 respectively.

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

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



    INTERIM CONSOLIDATED STATEMENT OF CASH FLOWS (unaudited)
    -------------------------------------------------------------------------
                                           For the three        For the nine
                                            months ended        months ended
                                   ------------------------------------------
                                       July 31   July 31   July 31   July 31
    (millions of Canadian dollars)        2007      2006      2007      2006
    -------------------------------------------------------------------------
    Cash flows from (used in)
     operating activities
    Net income                          $1,103      $796    $2,903    $3,841
    Adjustments to determine net
     cash flows from (used in)
     operating activities:
      Provision for credit losses          171       109       506       239
      Restructuring costs                    -         -        67        50
      Depreciation                          87        83       262       245
      Amortization of other intangibles    131       126       361       379
      Stock options                         (6)        5        52        16
      Dilution gain, net                     -         -         -    (1,559)
      Net securities gains                 (94)     (113)     (266)     (218)
      Net loss (gain) on
       securitizations (Note 5)            (29)      (19)     (113)      (70)
      Equity in net income of an
       associated company                  (69)      (51)     (199)      (86)
      Non-controlling interests             13        52        87       136
      Future income taxes                 (263)      (46)       96        59
    Changes in operating assets
     and liabilities:
      Current income taxes payable         288       110       182       102
      Interest receivable and payable     (534)     (165)     (397)     (200)
      Trading securities                (3,736)   (3,924)    2,791    (7,958)
      Unrealized (gains) losses
       and amounts receivable on
       derivative contracts             (1,951)    3,122    (1,675)    1,343
      Unrealized losses and amounts
       payable on derivative contracts     (84)   (2,915)     (278)     (118)
      Other                              2,121       452    (1,120)   (3,086)
    -------------------------------------------------------------------------
    Net cash from (used in) operating
     activities                         (2,852)   (2,378)    3,259    (6,885)
    -------------------------------------------------------------------------
    Cash flows from (used in)
     financing activities
    Change in deposits                  (2,426)    2,796     5,497     4,126
    Securities sold under repurchase
     agreements                          4,836     2,448    (2,497)    7,441
    Securities sold short                1,481    (2,884)     (489)     (253)
    Issue of subordinated notes
     and debentures                      1,798         -     4,072     2,341
    Repayment of subordinated notes
     and debentures                       (874)     (800)     (874)     (950)
    Subordinated notes and debentures
     (acquired) sold in Wholesale
     Banking                               (43)       21       (36)        1
    Liability for preferred shares
     and capital trust securities            1         8         4        (1)
    Translation adjustment on
     subordinated notes and debentures
     issued in a foreign currency          (86)      (54)      (57)      (51)
    Common shares issued on exercise
     of options                             79        13       132        93
    Common shares (acquired) sold in
     Wholesale Banking                      (2)        -        26        16
    Repurchase of common shares            (29)        -       (29)        -
    Dividends paid in cash on
     common shares                        (359)     (221)   (1,046)     (629)
    Premium paid on common shares
     repurchased                          (207)        -      (207)        -
    Issuance of preferred shares             -         -         -       425
    Dividends paid on preferred shares      (2)       (6)      (15)      (17)
    -------------------------------------------------------------------------
    Net cash from financing activities   4,167     1,321     4,481    12,542
    -------------------------------------------------------------------------
    Cash flows from (used in)
     investing activities
    Interest-bearing deposits
     with banks                         (1,547)       59    (2,580)    1,509
    Activity in available-for-sale,
     held-to-maturity and investment
     securities:
      Purchases                        (19,809)  (27,093)  (90,371)  (92,457)
      Proceeds from maturities          21,710    23,123    85,618    78,859
      Proceeds from sales                1,099     3,388     8,108    15,603
    Activity in lending activities:
      Origination and acquisitions     (32,598)  (35,834) (105,259)  (93,506)
      Proceeds from maturities          24,964    30,424    82,577    81,740
      Proceeds from sales                2,993     1,977     4,781     2,575
      Proceeds from loan
       securitizations (Note 5)          2,383     1,149     8,714     4,466
    Land, buildings and equipment           (6)      (91)     (224)     (399)
    Securities purchased under reverse
     repurchase agreements                (471)    4,490     5,056    (1,471)
    TD Banknorth share repurchase
     program                                 -         -         -      (290)
    Acquisitions and dispositions
     less cash and cash equivalents
     acquired (Note 14)                      -      (632)   (4,139)   (1,967)
    -------------------------------------------------------------------------
    Net cash from (used in) investing
     activities                         (1,282)      960    (7,719)   (5,338)
    -------------------------------------------------------------------------
    Effect of exchange rate changes
     on cash and cash equivalents          (41)        9       (54)      (34)
    -------------------------------------------------------------------------
    Net (decrease) increase in cash
     and cash equivalents                   (8)      (88)      (33)      285
    Cash and cash equivalents at
     beginning of period                 1,994     2,046     2,019     1,673
    -------------------------------------------------------------------------
    Cash and cash equivalents at end
     of period, represented by cash
     and due from banks                 $1,986    $1,958    $1,986    $1,958
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    Supplementary disclosure of cash
     flow information
    Amount of interest paid
     during the period                  $3,064    $2,512    $8,329    $6,813
    Amount of income taxes paid
     during the period                     101        75       774       678
    -------------------------------------------------------------------------

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

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



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

    Note 1: BASIS OF PRESENTATION
    -------------------------------------------------------------------------

    These Interim Consolidated Financial Statements have been prepared in
    accordance with Canadian generally accepted accounting principles (GAAP)
    and follow the same accounting policies and methods of application as the
    Bank's Consolidated Financial Statements for the year ended October 31,
    2006, except as described in Note 2 below. Under GAAP, additional
    disclosures are required in the annual financial statements and
    accordingly, these Interim Consolidated Financial Statements should be
    read in conjunction with the audited Consolidated Financial Statements
    for the year ended October 31, 2006 and the accompanying notes included
    on pages 71 to 113 of the Bank's 2006 Annual Report. The Interim
    Consolidated Financial Statements include all adjustments which are, in
    the opinion of management, necessary for a fair presentation of the
    results for the periods presented.

    Note 2: CHANGES IN ACCOUNTING POLICIES
    -------------------------------------------------------------------------

    FINANCIAL INSTRUMENTS

    The Bank adopted the Canadian Institute of Chartered Accountants (CICA)
    Handbook Section 3855, Financial Instruments - Recognition and
    Measurement; Section 3865, Hedges; Section 1530, Comprehensive Income and
    Section 3861, Financial Instruments - Disclosure and Presentation on
    November 1, 2006. The adoption of these new Financial Instruments
    standards resulted in changes in the accounting for financial instruments
    and hedges as well as the recognition of certain transition adjustments
    that have been recorded in opening retained earnings or opening
    accumulated other comprehensive income as described below. The
    comparative Interim Consolidated Financial Statements have not been
    restated. With the adoption of these standards, the Bank's accounting for
    financial instruments is now largely harmonized with U.S. generally
    accepted accounting principles for this area. The principal changes in
    the accounting for financial instruments and hedges due to the adoption
    of these accounting standards are described below.

    (a) Financial Assets and Financial Liabilities

    Prior to the adoption of the new standards, the Bank classified all of
    its financial assets as trading securities, investment securities or
    loans and receivables. Trading securities were accounted for at fair
    value. Investment securities were accounted for at cost or amortized
    cost, net of any adjustment for other-than-temporary impairment. Loans
    and receivables were accounted for at amortized cost using the effective
    interest rate method. All of the Bank's financial liabilities, except
    those classified as trading and short positions in securities, were
    accounted for on an accrual basis.

    Under the new standards, financial assets and financial liabilities are
    initially recognized at fair value and are subsequently accounted for
    based on their classification as described below. The classification
    depends on the purpose for which the financial instruments were acquired
    and their characteristics. Except in very limited circumstances, the
    classification is not changed subsequent to initial recognition.
    Financial assets purchased and sold, where the contract requires the
    asset to be delivered within an established time frame, are recognized on
    a trade-date basis. Transaction costs are recognized immediately in
    income or are capitalized, depending upon the nature of the transaction
    and the associated product.

    Trading
    -------
    Financial assets and financial liabilities that are purchased and
    incurred with the intention of generating profits in the near term are
    classified as trading. These instruments are accounted for at fair value
    with the change in the fair value recognized in trading income.
    Investments totalling $76.4 billion, previously disclosed as trading in
    the audited Consolidated Financial Statements for the year ended
    October 31, 2006, were classified as trading on November 1, 2006.

    On transition, retained interests with a carrying value of $216 million,
    previously accounted for at amortized cost, were reclassified to trading
    securities. Deposit liabilities totaling $35.5 billion were classified as
    trading on November 1, 2006.

    Available-for-sale
    ------------------
    Financial assets classified as available-for-sale are carried at fair
    value with the changes in fair value recorded in other comprehensive
    income.

    Securities that are classified as available-for-sale and do not have a
    readily available market value are recorded at cost. Available-for-sale
    securities are written down to fair value through income whenever it is
    necessary to reflect other-than-temporary impairment. Previously, such
    write-downs were to net realizable value. Gains and losses realized on
    disposal of available-for-sale securities, which are calculated on an
    average cost basis, are recognized in net securities gains in other
    income. Investments totalling $34.8 billion, previously disclosed as
    "Investment Securities" in the audited Consolidated Financial Statements
    for the year ended October 31, 2006, were designated as available-for-
    sale on November 1, 2006. The change in accounting policy related to
    other-than-temporary impairment was not material.

    Held-to-maturity
    ----------------
    Securities that have a fixed maturity date, where the Bank intends and
    has the ability to hold to maturity, are classified as held-to-maturity
    and accounted for at amortized cost using the effective interest rate
    method. Investments totalling $10.1 billion were reclassified from
    investment securities to held-to-maturity securities on November 1, 2006.
    Bonds totalling $1.1 billion were reclassified from trading securities to
    held-to-maturity securities on November 1, 2006.

    Loans
    -----
    Loans are accounted for at amortized cost using the effective interest
    rate method. This classification is consistent with the classification
    under the prior accounting standards.

    Financial assets and financial liabilities designated as trading under
    ----------------------------------------------------------------------
    the fair value option
    ---------------------
    Financial assets and financial liabilities, other than those classified
    as trading, are designated as trading under the fair value option if they
    are reliably measurable, meet one or more of the criteria set out below,
    and are so designated by the Bank. The Bank may designate financial
    assets and financial liabilities as trading when the designation:

    
    (i)  eliminates or significantly reduces valuation or recognition
         inconsistencies that would otherwise arise from measuring financial
         assets or financial liabilities, or recognizing gains and losses on
         them, on different bases; or
    (ii) applies to groups of financial assets, financial liabilities or
         combinations thereof that are managed, and their performance
         evaluated, on a fair value basis in accordance with a documented
         risk management or investment strategy, and where information about
         the groups of financial instruments is reported to management on
         that basis.
    

    Financial instruments designated as trading under the fair value option
    are accounted for at fair value with the change in the fair value
    recognized in income from financial instruments designated as trading
    under the fair value option. Any interest or dividends earned from these
    financial instruments is recognized accordingly in interest income.

    On November 1, 2006 the Bank designated $2 billion of financial assets as
    trading under the fair value option.

    Determination of fair value
    ---------------------------
    The fair value of a financial instrument on initial recognition is
    normally the transaction price, i.e., the fair value of the consideration
    given or received. In certain circumstances, however, the initial fair
    value may be based on other observable current market transactions in the
    same instrument, without modification or repackaging, or on a valuation
    technique whose variables include only data from observable markets.

    Subsequent to initial recognition, the fair values of financial
    instruments measured at fair value that are quoted in active markets are
    based on bid prices for financial assets held and offer prices for
    financial liabilities. When independent prices are not available, fair
    values are determined by using valuation techniques which refer to
    observable market data. These include comparisons with similar
    instruments where market observable prices exist, discounted cash flow
    analysis, option pricing models and other valuation techniques commonly
    used by market participants.

    For certain derivatives, fair values may be determined in whole or in
    part from valuation techniques using non-observable market data or
    transaction prices.

    A number of factors such as bid-offer spread, credit profile and model
    uncertainty are taken into account, as appropriate, when values are
    calculated using valuation techniques.

    If the fair value of a financial asset measured at fair value becomes
    negative, it is recorded as a financial liability until its fair value
    becomes positive, at which time it is recorded as a financial asset, or
    it is extinguished.

    (b) Derivatives and Hedge Accounting

    Embedded derivatives
    --------------------
    Derivatives may be embedded in other financial instruments (the "host
    instrument"). Prior to the adoption of the new standards, such embedded
    derivatives were not accounted for separately from the host instrument
    except in the case of derivatives embedded in equity-linked deposit
    contracts within the scope of Accounting Guideline 17. Under the new
    standards, embedded derivatives are treated as separate derivatives when
    their economic characteristics and risks are not clearly and closely
    related to those of the host instrument, the terms of the embedded
    derivative are the same as those of a stand-alone derivative, and the
    combined contract is not held for trading or designated at fair value.
    These embedded derivatives are measured at fair value with subsequent
    changes recognized in trading income. The change in accounting policy
    related to embedded derivatives was not material.

    Hedge accounting
    ----------------
    At the inception of a hedging relationship, the Bank documents the
    relationship between the hedging instrument and the hedged item, its risk
    management objective and its strategy for undertaking the hedge. The Bank
    also requires a documented assessment, both at hedge inception and on an
    ongoing basis, of whether or not the derivatives that are used in hedging
    transactions are highly effective in offsetting the changes attributable
    to the hedged risks in the fair values or cash flows of the hedged items.

    Under the previous standards, derivatives that met the requirements for
    hedge accounting were generally accounted for on an accrual basis. Under
    the new standards, all derivatives are recorded at fair value. Non-
    trading derivatives are recorded in other assets or other liabilities.
    The method of recognizing fair value gains and losses depends on whether
    derivatives are held for trading or are designated as hedging
    instruments, and, if the latter, the nature of the risks being hedged.

    All gains and losses from changes in the fair value of derivatives held
    for trading are recognized in the statement of income. These gains and
    losses are reported in trading income.

    When derivatives are designated as hedges, the Bank classifies them
    either as: (i) hedges of the change in fair value of recognized assets or
    liabilities or firm commitments (fair value hedges); (ii) hedges of the
    variability in highly probable future cash flows attributable to a
    recognized asset or liability, or a forecasted transaction (cash flow
    hedges); or (iii) hedges of net investments in a foreign operation (net
    investment hedges).

    Fair value hedges
    -----------------
    The Bank's fair value hedges principally consist of interest rate swaps
    that are used to protect against changes in the fair value of fixed-rate
    long-term financial instruments due to movements in market interest
    rates.

    Changes in the fair value of derivatives that are designated and qualify
    as fair value hedging instruments are recorded in the statement of
    income, along with changes in the fair value of the assets, liabilities
    or group thereof that are attributable to the hedged risk. Any gain or
    loss in fair value relating to the ineffective portion of the hedging
    relationship is recognized immediately in the statement of income in
    other income.

    If a hedging relationship no longer meets the criteria for hedge
    accounting, the cumulative adjustment to the carrying amount of the
    hedged item is amortized to the statement of income based on a
    recalculated effective interest rate over the residual period to
    maturity, unless the hedged item has been derecognized in which case it
    is released to the statement of income immediately. Upon adoption of the
    new standards, the Bank recorded a net increase in derivative liabilities
    designated as fair value hedges of $3 million, an increase of $14 million
    in loans and an increase of $11 million in deposits.

    Cash flow hedges
    ----------------
    The Bank is exposed to variability in future interest cash flows on non-
    trading assets and liabilities that bear interest at variable rates or
    are expected to be refunded or reinvested in the future. The amounts and
    timing of future cash flows, representing both principal and interest
    flows, are projected for each portfolio of financial assets and
    liabilities on the basis of their contractual terms and other relevant
    factors, including estimates of prepayments and defaults. The aggregate
    principal balances and interest cash flows across all portfolios over
    time form the basis for identifying the effective portion of gains and
    losses on the derivatives designated as cash flow hedges of forecasted
    transactions.

    The effective portion of changes in the fair value of derivatives that
    are designated and qualify as cash flow hedges is recognized in other
    comprehensive income. Any gain or loss in fair value relating to the
    ineffective portion is recognized immediately in the statement of income
    in other income.

    Amounts accumulated in other comprehensive income are reclassified to the
    statement of income in the period in which the hedged item affects
    income. However, when the forecasted transaction that is hedged results
    in the recognition of a non-financial asset or a non-financial liability,
    the gains and losses previously deferred in other comprehensive income
    are transferred from other comprehensive income and included in the
    initial measurement of the cost of the asset or liability.

    When a hedging instrument expires or is sold, or when a hedge no longer
    meets the criteria for hedge accounting, any cumulative gain or loss
    existing in other comprehensive income at that time remains in other
    comprehensive income until the forecasted transaction is eventually
    recognized in the statement of income. When a forecasted transaction is
    no longer expected to occur, the cumulative gain or loss that was
    reported in other comprehensive income is immediately transferred to the
    statement of income. Upon adoption of the new standards, the Bank
    recorded a net increase in derivative assets of $212 million designated
    as cash flow hedges and an increase of $212 million pre-tax in
    accumulated other comprehensive income.

    Net investment hedges
    ---------------------
    Hedges of net investments in foreign operations are accounted for similar
    to cash flow hedges. Any gain or loss on the hedging instrument relating
    to the effective portion of the hedge is recognized in other
    comprehensive income. The gain or loss relating to the ineffective
    portion is recognized immediately in the statement of income. Gains and
    losses accumulated in other comprehensive income are included in the
    statement of income upon the repatriation or disposal of the investment
    in the foreign operation. The adoption of the new standards resulted in
    the reclassification of $918 million previously recorded in the foreign
    currency translation adjustment account to opening accumulated other
    comprehensive income.

    (c) Comprehensive Income

    Comprehensive income is composed of the Bank's net income and other
    comprehensive income. Other comprehensive income includes unrealized
    gains and losses on available-for-sale securities, foreign currency
    translation gains and losses on the net investment in self-sustaining
    operations and changes in the fair market value of derivative instruments
    designated as cash flow hedges, all net of income taxes. The components
    of comprehensive income are disclosed in the Interim Consolidated
    Statement of Comprehensive Income.

    The following table summarizes the adjustments required to adopt the new
    standards on November 1, 2006.

    
    Transition Adjustments, net of income taxes
    -------------------------------------------------------------------------
                                                           Accumulated other
                                                               comprehensive
                                     Retained earnings                income
                                   ------------------------------------------
                                                Net of                Net of
                                                income                income
    (millions of Canadian dollars)    Gross      taxes      Gross      taxes
    -------------------------------------------------------------------------
    Classification of securities
     as available-for-sale               $-         $-       $440       $287
    Classification of securities
     as trading                          76         50          -          -
    Designation of securities as
     trading under the fair
     value option                         7          4          -          -
    Reversal of transition balances
     deferred upon adoption of AcG-13    37         25          -          -
    Cash flow hedges                      -          -        212        139
    Other                                (4)         1          -          -
    -------------------------------------------------------------------------
    Total                              $116        $80       $652       $426
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    

    DETERMINING VARIABLE INTEREST ENTITIES

    In September 2006, the Emerging Issues Committee of the CICA issued
    EIC-163, Determining the Variability to be Considered in Applying AcG-15,
    which provides additional guidance on how to analyze and consolidate
    variable interest entities. The guidance became effective February 1,
    2007 for the Bank. The new guidance does not have a material effect on
    the financial position or earnings of the Bank.

    There were no other changes in the Bank's accounting policies during the
    nine months ended July 31, 2007.

    Note 3: FUTURE CHANGES IN ACCOUNTING POLICIES
    -------------------------------------------------------------------------

    Capital Disclosures
    The CICA issued a new accounting standard, Section 1535, Capital
    Disclosures, which requires the disclosure of both qualitative and
    quantitative information that enables users of financial statements to
    evaluate the entity's objectives, policies and processes for managing
    capital. This new standard is effective for the Bank beginning
    November 1, 2007.

    Financial Instruments
    The CICA issued two new accounting standards, Section 3862, Financial
    Instruments - Disclosures, and Section 3863, Financial Instruments -
    Presentation, which apply to interim and annual financial statements
    relating to fiscal years beginning on or after October 1, 2007. The Bank
    intends to adopt these new standards effective November 1, 2007.

    Accounting for Transaction Costs of Financial Instruments Classified
    Other Than as Held For Trading
    On June 1, 2007, the EIC issued EIC-166, Accounting Policy Choice for
    Transaction Costs, which allows an entity the accounting policy choice of
    recognizing all transaction costs in net income or adding to the initial
    carrying cost those transaction costs that are directly attributable to
    the acquisition or issue of the financial instrument for all similar
    financial instruments other than those classified as held for trading.
    The guidance is effective beginning November 1, 2007. The new guidance is
    not expected to have a material effect on the financial position or
    earnings of the Bank.

    Note 4: ALLOWANCE FOR CREDIT LOSSES
    -------------------------------------------------------------------------

    The allowance for credit losses is recorded in the Consolidated Balance
    Sheet and maintained at a level which is considered adequate to absorb
    credit-related losses on loans, customers' liability under acceptances
    and other credit instruments. The change in the Bank's allowance for
    credit losses for the nine months ended July 31 is shown in the table
    below.

    
    Allowance for Credit Losses
    For the nine months ended
    -------------------------------------------------------------------------
                                 July 31, 2007                 July 31, 2006
                    ---------------------------------------------------------
    (millions of
     Canadian     Specific   General            Specific   General
     dollars)    allowance allowance     Total allowance allowance     Total
    -------------------------------------------------------------------------
    Balance at
     beginning of
     year             $176    $1,141    $1,317      $155    $1,138    $1,293
    Acquisitions
     of TD
     Banknorth
     (including
     Hudson and
     Interchange)
     and VFC             -        14        14         -        87        87
    Provision for
     (reversal of)
     credit losses     478        28       506       301       (62)      239
    Write-offs        (561)        -      (561)     (419)        -      (419)
    Recoveries         108         -       108        96         -        96
    Other(1)            10       (37)      (27)       12       (29)      (17)
    -------------------------------------------------------------------------
    Allowance for
     credit losses
     at end of
     period           $211    $1,146    $1,357      $145    $1,134    $1,279
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------

    (1) Includes foreign exchange rate changes.


    Note 5: LOAN SECURITIZATIONS
    -------------------------------------------------------------------------

    The following tables summarize the Bank's securitization activity for the
    three and nine months ended July 31. In most cases, the Bank has retained
    responsibility for servicing the assets securitized.

    New Securitization Activity
    -------------------------------------------------------------------------
                                                  For the three months ended
                         ----------------------------------------------------
                                                               July 31, 2007
    -------------------------------------------------------------------------
                         Residential             Credit  Commercial
    (millions of            mortgage  Personal     card    mortgage
     Canadian dollars)         loans     loans    loans       loans    Total
    -------------------------------------------------------------------------
    Gross proceeds            $2,178    $1,882      $800      $237    $5,097
    Retained interests            45        29         8         -        82
    Cash flows received on
     retained interests           55        25        14         1        95
    -------------------------------------------------------------------------


    -------------------------------------------------------------------------
                                                  For the three months ended
                         ----------------------------------------------------
                                                               July 31, 2006
    -------------------------------------------------------------------------
                         Residential             Credit  Commercial
    (millions of            mortgage  Personal     card    mortgage
     Canadian dollars)         loans     loans    loans       loans    Total
    -------------------------------------------------------------------------
    Gross proceeds            $1,576      $848      $800      $134    $3,358
    Retained interests            20         9        13         7        49
    Cash flows received on
     retained interests           40        18        36         -        94
    -------------------------------------------------------------------------


    New Securitization Activity
    -------------------------------------------------------------------------
                                                   For the nine months ended
                         ----------------------------------------------------
                                                               July 31, 2007
    -------------------------------------------------------------------------
                         Residential             Credit  Commercial
    (millions of            mortgage  Personal     card    mortgage
     Canadian dollars)         loans     loans    loans       loans    Total
    -------------------------------------------------------------------------
    Gross proceeds            $7,601    $5,806    $2,400      $455   $16,262
    Retained interests           167        84        23         -       274
    Cash flows received on
     retained interests          145        78        46         2       271
    -------------------------------------------------------------------------


    -------------------------------------------------------------------------
                                                   For the nine months ended
                         ----------------------------------------------------
                                                               July 31, 2006
    -------------------------------------------------------------------------
                         Residential             Credit  Commercial
    (millions of            mortgage  Personal     card    mortgage
     Canadian dollars)         loans     loans    loans       loans    Total
    -------------------------------------------------------------------------
    Gross proceeds            $4,657    $2,296    $3,400      $424   $10,487
    Retained interests            62        19        58         7       146
    Cash flows received on
     retained interests          104        43       128         1       276
    -------------------------------------------------------------------------

    The following tables summarize the impact of securitizations on the
    Bank's Interim Consolidated Statement of Income for the three and
    nine months ended July 31.


    Securitization Gains and Income on Retained Interests
    -------------------------------------------------------------------------
                                                  For the three months ended
                         ----------------------------------------------------
                                                               July 31, 2007
    -------------------------------------------------------------------------
                         Residential             Credit  Commercial
    (millions of            mortgage  Personal     card    mortgage
     Canadian dollars)         loans     loans    loans       loans    Total
    -------------------------------------------------------------------------
    Gain (loss) on sale(1)       $(8)      $28        $7        $2       $29
    Income on retained
     interests                    30         6        21         -        57
    -------------------------------------------------------------------------
    Total                        $22       $34       $28        $2       $86
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------


    -------------------------------------------------------------------------
                                                  For the three months ended
                         ----------------------------------------------------
                                                               July 31, 2006
    -------------------------------------------------------------------------
                         Residential             Credit  Commercial
    (millions of            mortgage  Personal     card    mortgage
     Canadian dollars)         loans     loans    loans       loans    Total
    -------------------------------------------------------------------------
    Gain (loss) on sale(1)       $(5)       $9       $13        $2       $19
    Income on retained
     interests                    26        11        29         -        66
    -------------------------------------------------------------------------
    Total                        $21       $20       $42        $2       $85
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------


    Securitization Gains and Income on Retained Interests
    -------------------------------------------------------------------------
                                                   For the nine months ended
                         ----------------------------------------------------
                                                               July 31, 2007
    -------------------------------------------------------------------------
                         Residential             Credit  Commercial
    (millions of            mortgage  Personal     card    mortgage
     Canadian dollars)         loans     loans    loans       loans    Total
    -------------------------------------------------------------------------
    Gain (loss) on sale(1)        $3       $85       $21        $4      $113
    Income on retained
     interests                   107        27        70         -       204
    -------------------------------------------------------------------------
    Total                       $110      $112       $91        $4      $317
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------


    -------------------------------------------------------------------------
                                                   For the nine months ended
                         ----------------------------------------------------
                                                               July 31, 2006
    -------------------------------------------------------------------------
                         Residential             Credit  Commercial
    (millions of            mortgage  Personal     card    mortgage
     Canadian dollars)         loans     loans    loans       loans    Total
    -------------------------------------------------------------------------
    Gain (loss) on sale(1)       $(7)      $19       $56        $2       $70
    Income on retained
     interests                    81        23        73         2       179
    -------------------------------------------------------------------------
    Total                        $74       $42      $129        $4      $249
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------

    (1) For term loans, the gain on sale is after the impact of hedges on
        assets sold.


    The key assumptions used to value the retained interests are as follows:


    Key Assumptions
    -------------------------------------------------------------------------
                                                                        2007
                                 --------------------------------------------
                                  Residential             Credit  Commercial
                                     mortgage  Personal     card    mortgage
                                        loans     loans    loans       loans
    -------------------------------------------------------------------------
    Prepayment rate(1)                   20.0%      6.4%     43.0%       8.9%
    Excess spread(2)                      0.7       1.1       7.1        1.0
    Discount rate                         6.5       6.2       6.4       10.0
    Expected credit losses(3)               -         -       2.2        0.1
    -------------------------------------------------------------------------


    -------------------------------------------------------------------------
                                                                        2006
                                 --------------------------------------------
                                  Residential             Credit  Commercial
                                     mortgage  Personal     card    mortgage
                                        loans     loans    loans       loans
    -------------------------------------------------------------------------
    Prepayment rate(1)                   20.0%      6.0%     44.2%       8.5%
    Excess spread(2)                      0.6       1.1      12.6        0.8
    Discount rate                         5.6       4.1       5.5        5.7
    Expected credit losses(3)               -         -       2.4        0.1
    -------------------------------------------------------------------------

    (1) Represents monthly payment rate for secured personal and credit card
        loans.
    (2) The excess spread for credit card loans reflects the net portfolio
        yield, which is interest earned less funding costs and losses.
    (3) There are no expected credit losses for residential mortgage loans as
        these mortgages are government guaranteed.
    

    During the three months ended July 31, 2007, there were maturities of
    previously securitized loans and receivables of $2,682 million
    (three months ended July 31, 2006 - $2,209 million). Proceeds from new
    securitizations were $2,383 million for the three months ended July 31,
    2007 (three months ended July 31, 2006 - $1,149 million). During the
    nine months ended July 31, 2007, there were maturities of previously
    securitized loans and receivables of $7,415 million (nine months ended
    July 31, 2006 - $6,311 million). Proceeds from new securitizations were
    $8,714 million for the nine months ended July 31, 2007 (nine months ended
    July 31, 2006 - $4,466 million).

    Note 6: SUBORDINATED NOTES, DEBENTURES AND NON-CONTROLLING INTERESTS
    -------------------------------------------------------------------------

    Subordinated Notes and Debentures

    On December 14, 2006, the Bank issued subordinated reset medium-term
    notes of $2.25 billion pursuant to its medium-term note program. The
    notes pay a coupon of 4.779% until December 14, 2016, and then reset
    every five years to the 5-year Government of Canada yield plus 1.74%
    thereafter until maturity on December 14, 2105. The notes are redeemable
    at the Bank's option at par on December 14, 2016. The Bank has included
    the issue as Tier 2A regulatory capital.

    On July 20, 2007, the Bank issued subordinated reset medium-term notes of
    $1.8 billion pursuant to its medium-term note program. The notes pay a
    coupon of 5.763% until December 18, 2017, and then reset every five years
    to the 5-year Government of Canada yield plus 1.99% thereafter until
    maturity on December 18, 2106. The notes are redeemable at the Bank's
    option at par on December 18, 2017. The Bank has included the issue as
    Tier 2A regulatory capital.

    On July 26, 2007, the Bank announced its intention to redeem on
    September 4, 2007, all of its outstanding $550 million 5.20% subordinated
    debentures due September 4, 2012, at a redemption price of 100% of the
    principal amount. The debentures qualify as Tier 2B regulatory capital.

    On June 29, 2007 and July 31, 2007, TD Banknorth redeemed a total of
    US$337 million and US$5 million, respectively, of junior subordinated
    debentures which qualified as Tier 2B regulatory capital of the Bank.

    On July 31, 2007, the Bank redeemed all of its outstanding $500 million
    6.55% subordinated debentures due July 31, 2012 at a redemption price of
    100% of the principal amount. The debentures had qualified as Tier 2B
    regulatory capital.

    Non-Controlling Interests

    On May 17, 2007, a subsidiary of TD Banknorth issued 500,000 non-
    cumulative REIT preferred stock, Series A for gross cash consideration of
    US$500 million. The Series A shares pay an annual non-cumulative dividend
    of 6.378%. The Series A shares are redeemable, in whole or in part, at
    par on October 15, 2017 and every five years thereafter and qualify as
    Tier 1 regulatory capital of the Bank.

    Note 7: LIABILITIES FOR PREFERRED SHARES AND CAPITAL TRUST SECURITIES
    -------------------------------------------------------------------------

    The Bank's liabilities for preferred shares and capital trust securities
    are as follows:

    
    Liabilities
    -------------------------------------------------------------------------
                                                           July 31,  Oct. 31,
    (millions of Canadian dollars)                            2007      2006
    -------------------------------------------------------------------------
    Preferred Shares
    Preferred shares issued by the Bank
     (thousands of shares):
    Class A - 14,000 Series M                                 $350      $350
    Class A - 8,000 Series N                                   200       200
    -------------------------------------------------------------------------
                                                               550       550
    Preferred shares issued by TD Mortgage
     Investment Corporation (thousands of shares):
      350 non-cumulative preferred shares, Series A            349       344
    -------------------------------------------------------------------------
    Total preferred shares                                     899       894
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------

    Capital Trust Securities(1)
    Trust units issued by TD Capital Trust
     (thousands of units)
    900 Capital Trust Securities - Series 2009                 899       900
    -------------------------------------------------------------------------
    Total Capital Trust Securities                             899       900
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    Total preferred shares and Capital
     Trust Securities                                       $1,798    $1,794
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------

    (1) TD Capital Trust II Securities - Series 2012-1 are issued by TD
        Capital Trust II (Trust II), whose voting securities are 100% owned
        by the Bank. Trust II is a variable interest entity. As the Bank is
        not the primary beneficiary of Trust II, the Bank does not
        consolidate it. The senior deposit note of $350 million that was
        issued to Trust II is reflected in deposits on the Consolidated
        Balance Sheet. For regulatory purposes, the $350 million issued by
        Trust II is considered as part of the Bank's available capital.
    

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

    Common Shares

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

    
    Shares Issued and Outstanding
    -------------------------------------------------------------------------
                                                   For the nine months ended
                                    -----------------------------------------
                                           July 31, 2007       July 31, 2006
                                    -----------------------------------------
    (millions of shares and          Number of           Number of
     millions of Canadian dollars)      shares    Amount    shares    Amount
    -------------------------------------------------------------------------
    Common:
    Balance at beginning of period       717.4    $6,334     711.8    $5,872
    Issued on exercise of options          2.9       132       2.6        93
    Issued as a result of dividend
     reinvestment plan                     0.9        62       5.0       302
    Impact of shares (acquired)
     sold in Wholesale Banking             0.3        26       0.3        16
    Issued on the acquisition of VFC         -         -       1.1        70
    Purchased for cancellation            (3.2)      (29)        -         -
    -------------------------------------------------------------------------
    Balance at end of period - common    718.3    $6,525     720.8    $6,353
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    Preferred (Class A - Series O):
    Balance at beginning of period        17.0      $425         -        $-
    Issued during the period                 -         -      17.0       425
    -------------------------------------------------------------------------
    Balance at end of period
     - preferred                          17.0      $425      17.0      $425
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    

    Normal Course Issuer Bid

    On December 20, 2006, the Bank commenced a normal course issuer bid,
    effective for up to one year, to repurchase for cancellation up to
    five million common shares, representing approximately 0.7% of the Bank's
    outstanding common shares as at December 13, 2006. During the three
    months ended July 31, 2007, the Bank purchased 3.2 million common shares
    at a cost of $236.1 million. No shares were purchased in the first two
    quarters of the fiscal year.

    The Bank repurchased four million common shares at a cost of $264 million
    under its previous normal course issuer bid which commenced on
    September 18, 2006 and was completed in October 2006.

    Note 9: STOCK BASED COMPENSATION
    -------------------------------------------------------------------------

    The following table summarizes the compensation expense recognized by the
    Bank for stock option awards for the three and nine months ended July 31.

    
                                           For the three        For the nine
                                            months ended        months ended
    -------------------------------------------------------------------------
                                       July 31   July 31   July 31   July 31
    (millions of Canadian dollars)        2007      2006      2007      2006
    -------------------------------------------------------------------------
    TD Bank                                 $5        $5       $14       $16
    TD Banknorth                             2         2         6         6
    -------------------------------------------------------------------------
    

    During the three months ended July 31, 2007 and July 31, 2006 no options
    were granted by TD Bank. On closing of the going-private transaction on
    April 20, 2007, described in Note 14, TD Banknorth became a wholly-owned
    subsidiary of the Bank and TD Banknorth's shares were delisted from the
    New York Stock Exchange. During the three months ended July 31, 2006,
    0.03 million options were granted by TD Banknorth with a weighted average
    fair value of $5.61 per option.

    During the nine months ended July 31, 2007, 1.5 million (nine months
    ended July 31, 2006 - 1.9 million) options were granted by TD Bank with a
    weighted average fair value of $11.46 per option (nine months ended
    July 31, 2006 - $11.27 per option). During the nine months ended July 31,
    2007, 0.03 million (nine months ended July 31, 2006 - 2.3 million)
    options were granted by TD Banknorth with a weighted-average fair value
    of $5.83 per option (nine months ended July 31, 2006 - $5.77 per option).

    The fair value of the options granted were estimated at the date of grant
    using the Black-Scholes valuation model with the following assumptions:

    
                                                   For the nine months ended
                                                  ---------------------------
    TD Bank                                            July 31       July 31
                                                          2007          2006
    -------------------------------------------------------------------------
    Risk-free interest rate                              3.90%         3.91%
    Expected option life                             5.2 years     5.1 years
    Expected volatility                                  19.5%         21.9%
    Expected dividend yield                              2.92%         2.88%
    -------------------------------------------------------------------------

                                                   For the nine months ended
                                                  ---------------------------
    TD Banknorth                                       July 31       July 31
                                                          2007          2006
    -------------------------------------------------------------------------
    Risk-free interest rate                              4.45%         4.46%
    Expected option life                               6 years     7.5 years
    Expected volatility                                 15.07%        15.08%
    Expected dividend yield                              2.98%         2.78%
    -------------------------------------------------------------------------
    

    As a result of the TD Banknorth privatization, 7.7 million TD Banknorth
    stock options were converted into 4.1 million TD Bank stock options based
    on their intrinsic value on the exchange date. The fair value of the
    converted options that were vested was $52 million on the exchange date,
    which was recorded in contributed surplus and was part of the purchase
    consideration.

    TD Banknorth stock options that would have expired prior to December 31,
    2008 were not converted, and were paid out in cash based on their
    intrinsic value of $7 million on the exchange date. These were part of
    the purchase consideration.

    Note 10: EMPLOYEE FUTURE BENEFITS
    -------------------------------------------------------------------------

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

    
    Principal Pension Plan Pension Expense
    -------------------------------------------------------------------------
                                           For the three        For the nine
                                            months ended        months ended
                                      ---------------------------------------
                                       July 31   July 31   July 31   July 31
    (millions of Canadian dollars)        2007      2006      2007      2006
    -------------------------------------------------------------------------
    Elements of pension plan expense
     before adjustments to recognize
     the long-term nature of the cost:
      Service cost - benefits earned       $16       $18       $49       $54
      Interest cost on projected
       benefit obligation                   28        27        84        79
      Actual return on plan assets         (38)       21      (232)     (108)
      Plan amendments                        -         -         7         7

    Adjustments to recognize the
     long-term nature of plan cost
    Difference between costs arising
     in the period and costs recognized
     in the period in respect of:
      Return on plan assets(1)               4       (53)      130        12
      Actuarial losses(2)                    3         6         8        16
      Plan amendments(3)                     2         2        (1)       (1)
    -------------------------------------------------------------------------
    Total                                  $15       $21        45       $59
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------

    (1) For the three months ended July 31, 2007, includes expected return on
        plan assets of $34 million (three months ended July 31, 2006 -
        $32 million) less actual return on plan assets of $38 million
        (three months ended July 31, 2006 - $(21) million). For the nine
        months ended July 31, 2007, includes expected return on plan assets
        of $102 million (nine months ended July 31, 2006 - $96 million) less
        actual return on plan assets of $232 million (nine months ended
        July 31, 2006 - $108 million).
    (2) For the three months ended July 31, 2007, includes loss recognized of
        $3 million (three months ended July 31, 2006 - $6 million) less
        actuarial losses on projected benefit obligation of nil (three months
        ended July 31, 2006 - nil). For the nine months ended July 31, 2007,
        includes loss recognized of $8 million (nine months ended July 31,
        2006 - $16 million) less actuarial losses on projected benefit
        obligation of nil (nine months ended July 31, 2006 - nil).
    (3) For the three months ended July 31, 2007, includes amortization of
        costs for plan amendments of $2 million (three months ended July 31,
        2006 - $2 million) less actual cost amendments of nil (three months
        ended July 31, 2006 - nil). For the nine months ended July 31, 2007,
        includes amortization of costs for plan amendments of $6 million
        (nine months ended July 31, 2006 - $6 million) less actual cost
        amendments of $7 million (nine months ended July 31, 2006 -
        $7 million).


    Other Pension Plans' Expense
    -------------------------------------------------------------------------
                                           For the three        For the nine
                                            months ended        months ended
                                      ---------------------------------------
                                       July 31   July 31   July 31   July 31
    (millions of Canadian dollars)        2007      2006      2007      2006
    -------------------------------------------------------------------------
    CT defined benefit pension plan         $1        $2        $3        $4
    TD Banknorth defined benefit
     pension plans                           1         2         3         6
    Supplemental employee
     retirement plans                        8         9        25        25
    -------------------------------------------------------------------------
    Total                                  $10       $13       $31       $35
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------


    Principal Non-Pension Post-Retirement Benefit Plans Expense
    -------------------------------------------------------------------------
                                           For the three        For the nine
                                            months ended        months ended
                                      ---------------------------------------
                                       July 31   July 31   July 31   July 31
    (millions of Canadian dollars)        2007      2006      2007      2006
    -------------------------------------------------------------------------
    Elements of non-pension plan
     expense before adjustments to
     recognize the long-term nature
     of the cost:
      Service cost - benefits earned        $3        $3        $9        $9
      Interest cost on projected
       benefit obligation                    5         5        16        15
      Plan amendments                        -         -         -       (65)

    Adjustments to recognize the
     long-term nature of plan cost
    Difference between costs arising
     in the period and costs recognized
     in the period in respect of:
      Actuarial losses                       1         2         4         6
      Plan amendments                       (1)       (1)       (4)       61
    -------------------------------------------------------------------------
    Total                                   $8        $9       $25       $26
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------


    Cash Flows

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

    Pension Plan Contributions
    -------------------------------------------------------------------------
                                           For the three        For the nine
                                            months ended        months ended
                                      ---------------------------------------
                                       July 31   July 31   July 31   July 31
    (millions of Canadian dollars)        2007      2006      2007      2006
    -------------------------------------------------------------------------
    Principal pension plan                 $37       $16       $69       $46
    CT defined benefit pension plan          1         1         3         2
    TD Banknorth defined benefit
     pension plans                           -         -        47        33
    Supplemental employee retirement
     plans                                   3         2         9         6
    Non-pension post-retirement
     benefit plans                           2         2         6         6
    -------------------------------------------------------------------------
    Total                                  $43       $21      $134       $93
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    

    As at July 31, 2007, the Bank expects to contribute an additional
    $15 million to its principal pension plan, nil to its CT defined benefit
    pension plan, $46 million to its TD Banknorth defined benefit pension
    plans, $3 million to its supplemental employee retirement plans and
    $2 million to its non-pension post-retirement benefit plans by the end of
    the year. However, future contribution amounts may change upon the Bank's
    review of the current contribution levels during the year.

    Note 11: EARNINGS PER SHARE
    -------------------------------------------------------------------------

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

    
    Basic and Diluted Earnings per Share
    -------------------------------------------------------------------------
                                           For the three        For the nine
                                            months ended        months ended
                                      ---------------------------------------
                                       July 31   July 31   July 31   July 31
    (millions of Canadian dollars)        2007      2006      2007      2006
    -------------------------------------------------------------------------
    Basic Earnings per Share
    Net income available to common
     shares ($ millions)                $1,101      $790    $2,888    $3,824
    Average number of common shares
     outstanding (millions)              719.5     719.1     719.0     715.8
    Basic earnings per share ($)         $1.53     $1.10     $4.02     $5.34
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    Diluted Earnings per Share
    Net income available to common
     shares ($ millions)                $1,101      $790    $2,888    $3,824
    Average number of common shares
     outstanding (millions)              719.5     719.1     719.0     715.8
    Stock options potentially
     exercisable as determined under
     the treasury stock method(1)          7.4       5.6       6.9       6.3
    -------------------------------------------------------------------------
    Average number of common shares
     outstanding - diluted (millions)    726.9     724.7     725.9     722.1
    -------------------------------------------------------------------------
    Diluted earnings per share ($)       $1.51     $1.09     $3.98     $5.30
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------

    (1) For the nine months ended July 31, 2007, the computation of diluted
        earnings per common share excluded weighted-average options
        outstanding of 116 (nine months ended July 31, 2006 - 953 thousand)
        with a weighted-exercise price of $68.40 (nine months ended July 31,
        2006 - $60.02) as the options' price was greater than the average
        market price of the Bank's common shares.


    Note 12: SEGMENTED INFORMATION
    -------------------------------------------------------------------------

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

    Results by Business Segment
    -------------------------------------------------------------------------
                           Canadian Personal                   U.S. Personal
    (millions of              and Commercial          Wealth  and Commercial
     Canadian dollars)               Banking      Management       Banking(1)
    -------------------------------------------------------------------------
    For the three            July 31 July 31 July 31 July 31 July 31 July 31
     months ended               2007    2006    2007    2006    2007    2006
    -------------------------------------------------------------------------
    Net interest income       $1,388  $1,260     $80     $68    $338    $342
    Other income                 713     669     507     424     145     142
    -------------------------------------------------------------------------
    Total revenue              2,101   1,929     587     492     483     484
    Provision for (reversal
     of) credit losses           151     104       -       -      33      10
    Non-interest expenses      1,050   1,039     395     344     275     284
    Dilution gain (loss), net      -       -       -       -       -       -
    -------------------------------------------------------------------------
    Income (loss) before
     provision for (benefit
     of) income taxes            900     786     192     148     175     190
    Provision for (benefit of)
     income taxes                303     262      66      51      57      65
    Non-controlling interests
     in subsidiaries, net of
     income taxes                  -       -       -       -       9      57
    Equity in net income of
     an associated company,
     net of income taxes           -       -      59      55       -       -
    -------------------------------------------------------------------------
    Net income (loss)           $597    $524    $185    $152    $109     $68
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    Total assets
    (billions of Canadian
     dollars)

      - balance sheet         $146.8  $140.7   $14.7   $12.4   $61.2   $43.8
      - securitized             47.6    37.3       -       -       -       -
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------


    -------------------------------------------------------------------------
    (millions of                   Wholesale
     Canadian dollars)             Banking(2)    Corporate(2)          Total
    -------------------------------------------------------------------------
    For the three            July 31 July 31 July 31 July 31 July 31 July 31
     months ended               2007    2006    2007    2006    2007    2006
    -------------------------------------------------------------------------
    Net interest income         $218    $127   $(241)  $(174) $1,783  $1,623
    Other income                 474     456      29     (26)  1,868   1,665
    -------------------------------------------------------------------------
    Total revenue                692     583    (212)   (200)  3,651   3,288
    Provision for (reversal
     of) credit losses             8      15     (21)    (20)    171     109
    Non-interest expenses        326     303     139     177   2,185   2,147
    Dilution gain (loss), net      -       -       -       -       -       -
    -------------------------------------------------------------------------
    Income (loss) before
     provision for (benefit
     of) income taxes            358     265    (330)   (357)  1,295   1,032
    Provision for (benefit of)
     income taxes                105      86    (283)   (229)    248     235
    Non-controlling interests
     in subsidiaries, net of
     income taxes                  -       -       4      (5)     13      52
    Equity in net income of
     an associated company,
     net of income taxes           -       -      10      (4)     69      51
    -------------------------------------------------------------------------
    Net income (loss)           $253    $179    $(41)  $(127) $1,103    $796
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    Total assets
    (billions of Canadian
     dollars)

      - balance sheet         $162.7  $160.1   $18.5   $28.8  $403.9  $385.8
      - securitized                -       -   (15.9)  (12.1)   31.7    25.2
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------


    Results by Business Segment
    -------------------------------------------------------------------------
                           Canadian Personal                   U.S. Personal
    (millions of              and Commercial          Wealth  and Commercial
     Canadian dollars)               Banking      Management       Banking(1)
    -------------------------------------------------------------------------
    For the nine             July 31 July 31 July 31 July 31 July 31 July 31
     months ended               2007    2006    2007    2006    2007    2006
    -------------------------------------------------------------------------
    Net interest income       $3,993  $3,584    $235    $308  $1,030    $953
    Other income               2,104   1,920   1,497   1,448     443     349
    -------------------------------------------------------------------------
    Total revenue              6,097   5,504   1,732   1,756   1,473   1,302
    Provision for (reversal
     of) credit losses           432     281       -       -      85      25
    Non-interest expenses      3,142   3,018   1,152   1,218     958     793
    Dilution gain, net             -       -       -       -       -       -
    -------------------------------------------------------------------------
    Income (loss) before
     provision for (benefit
     of) income taxes          2,523   2,205     580     538     430     484
    Provision for (benefit
     of) income taxes            842     740     198     190     143     167
    Non-controlling interests
     in subsidiaries, net
     of income taxes               -       -       -       -      91     144
    Equity in net income of
     an associated company,
     net of income taxes           -       -     186      94       -       -
    -------------------------------------------------------------------------
    Net income (loss)         $1,681  $1,465     568    $442     196    $173
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------



    -------------------------------------------------------------------------
    (millions of                   Wholesale
     Canadian dollars)             Banking(2)    Corporate(2)          Total
    -------------------------------------------------------------------------
    For the nine             July 31 July 31 July 31 July 31 July 31 July 31
     months ended               2007    2006    2007    2006    2007    2006
    -------------------------------------------------------------------------
    Net interest income         $565    $341   $(707)  $(529) $5,116  $4,657
    Other income               1,404   1,437      81      (1)  5,529   5,153
    -------------------------------------------------------------------------
    Total revenue              1,969   1,778    (626)   (530) 10,645   9,810
    Provision for (reversal
     of) credit losses            44      55     (55)   (122)    506     239
    Non-interest expenses        987   1,019     409     492   6,648   6,540
    Dilution gain, net             -       -       -   1,559       -   1,559
    -------------------------------------------------------------------------
    Income (loss) before
     provision for (benefit
     of) income taxes            938     704    (980)    659   3,491   4,590
    Provision for (benefit
     of) income taxes            271     221    (754)   (619)    700     699
    Non-controlling interests
     in subsidiaries, net
     of income taxes               -       -      (4)     (8)     87     136
    Equity in net income of
     an associated company,
     net of income taxes           -       -      13      (8)    199      86
    -------------------------------------------------------------------------
    Net income (loss)           $667    $483   $(209) $1,278  $2,903  $3,841
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------

    (1) Commencing May 1, 2007, the results of TD Bank U.S.A. Inc.
        (previously reported in the Corporate segment for the period from the
        second quarter 2006 to the second quarter 2007 and in Wealth
        Management segment prior to the second quarter of 2006) are included
        in the U.S. Personal and Commercial Banking segment prospectively.
        Prior periods have not been restated as the impact is not material.
    (2) The taxable equivalent basis (TEB) increase to net interest income
        and provision for income taxes reflected in the Wholesale Banking
        segment results is reversed in the Corporate segment.


    Note 13: DERIVATIVES
    -------------------------------------------------------------------------

    Hedge accounting results for the three and nine months ended July 31,
    2007 are as follows:


    Hedge Accounting Results
    -------------------------------------------------------------------------
                                           For the three        For the nine
                                            months ended        months ended
                                      ---------------------------------------
                                       July 31   July 31   July 31   July 31
    (millions of Canadian dollars)        2007      2006      2007      2006
    -------------------------------------------------------------------------
    Fair value hedges
    Gain arising from hedge
     ineffectiveness                      $4.9        $-      $4.7        $-
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    Cash flow hedges
    (Loss)/Gain arising from hedge
     ineffectiveness                     $(0.9)       $-      $2.6        $-
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    

    Portions of derivative gains (losses) that were excluded from the
    assessment of hedge effectiveness for fair value and cash flow hedging
    activities are included in the Consolidated Statement of Income and are
    not significant for the three and nine months ended July 31, 2007.

    During the three and nine months ended July 31, 2007, there were no firm
    commitments that no longer qualified as hedges.

    Over the next 12 months, the Bank expects an estimated $67 million in net
    losses reported in other comprehensive income as at July 31, 2007 to be
    reclassified to net income. The maximum length of time over which the
    Bank is hedging its exposure to the variability in future cash flows for
    anticipated transactions is 18 years. During the three and nine months
    ended July 31, 2007, there were no forecasted transactions that failed to
    occur.

    Note 14: ACQUISITIONS AND DISPOSITIONS
    -------------------------------------------------------------------------

    (a) TD Banknorth

    Interchange Financial Services Corporation
    ------------------------------------------
    TD Banknorth completed its acquisition of Interchange Financial Services
    Corporation (Interchange) on January 1, 2007 for a total cash
    consideration of $545 million (US$468.1 million), financed primarily
    through TD Banknorth's sale of 13 million of its common shares to the
    Bank for $472 million (US$405 million). The acquisition of Interchange by
    TD Banknorth contributed the following assets and liabilities of
    Interchange to the Bank's Interim Consolidated Balance Sheet at the date
    of acquisition: $1,283 million of personal/business loans and mortgages,
    $495 million of goodwill and intangibles, $123 million of other assets,
    $1,332 million of deposits and $97 million of other liabilities. TD
    Banknorth consolidates the financial results of Interchange. As the Bank
    consolidates TD Banknorth on a one month lag, Interchange's results for
    the three months ended June 30, 2007 have been included in the Bank's
    results for the three months ended July 31, 2007.

    Going-private transaction
    -------------------------
    On April 20, 2007, the Bank completed its privatization of TD Banknorth.
    Under this transaction, the Bank acquired all of the outstanding common
    shares of TD Banknorth that it did not already own for US$32.33 per TD
    Banknorth share for a total cash consideration of $3.7 billion
    (US$3.3 billion).

    The acquisition has been accounted for by the purchase method. On
    closing, TD Banknorth became a wholly-owned subsidiary of the Bank and
    TD Banknorth's shares were delisted from the New York Stock Exchange.

    As a result of the transaction, there was a net increase in goodwill and
    intangibles on the Bank's Consolidated Balance Sheet at the date of
    completion of the transaction of approximately $1.5 billion. The
    allocation of the purchase price is subject to finalization.

    In the normal course of the Bank's financial reporting, TD Banknorth is
    consolidated on a one month lag basis. However, $43 million before-tax
    restructuring, privatization and merger-related costs incurred in April
    2007 were included in the Bank's results for the three months ended
    April 30, 2007 because in aggregate they represent material TD Banknorth
    events for the period ended April 30, 2007.

    As disclosed in the definitive proxy statement of TD Banknorth dated
    March 16, 2007 with respect to the transaction, the Bank and TD Banknorth
    had entered into a memorandum of understanding providing for the proposed
    settlement of the six lawsuits comprising the action In re TD Banknorth
    Shareholders Litigation, C.A. No. 2557-NC (Del. Ch., New Castle County).
    Among other things, the proposed settlement provided for the
    establishment by the Bank of a settlement fund in an aggregate amount of
    approximately $2.95 million. The proposed settlement was subject to a
    number of conditions, including final approval by the Delaware Court of
    Chancery. On July 19, 2007, the Delaware Court of Chancery disapproved
    the proposed settlement. Accordingly, the settlement will not be
    completed and former stockholders of TD Banknorth will not receive the
    proposed settlement amount of approximately US$0.03 per share. Completion
    of the transaction, which occurred on April 20, 2007, is not affected by
    the decision of the court. The Bank continues to believe that these
    lawsuits are without merit and will defend them vigorously.

    (b) TD Ameritrade
    -------------
    TD Ameritrade announced two common stock repurchase programs in 2006 for
    an aggregate of 32 million shares. As a result of TD Ameritrade's share
    repurchase activity, the Bank's direct ownership position in TD
    Ameritrade increased above the ownership cap of 39.9% under the
    Stockholders Agreement. In accordance with the Bank's previously
    announced intention, the Bank sold three million shares of TD Ameritrade
    during the three months ended July 31, 2007 to bring its direct ownership
    position as at July 31, 2007 to 39.9%, from 40.3% as at April 30, 2007.
    The Bank recognized a gain of $6 million on this sale.

    Moreover, as a result of consolidation of financial statements of
    Lillooet Limited (Lillooet) in these Interim Consolidated Financial
    Statements, TD Ameritrade shares held by Lillooet have been included in
    the Bank's reported investment in TD Ameritrade. The Bank has recognized
    income of TD Ameritrade related to the TD Ameritrade shares owned by
    Lillooet for the period ended June 30, 2007.

    Note 15: TD BANKNORTH RESTRUCTURING, PRIVATIZATION AND MERGER-RELATED
    CHARGES
    -------------------------------------------------------------------------

    As a result of the privatization of TD Banknorth and related
    restructuring initiatives undertaken within both TD Banknorth and TD Bank
    USA during the three months ended April 30, 2007, the Bank incurred a
    total of $67 million before-tax restructuring charges of which
    $59 million related to TD Banknorth and $8 million related to TD Bank
    USA. The restructuring charges primarily consisted of employee severance
    costs, the costs of amending certain executive employment and award
    agreements and the write-down of long-lived assets due to impairment. In
    the Interim Consolidated Statement of Income, the restructuring charges
    are included in restructuring costs.

    TD Banknorth also incurred privatization costs of $11 million before tax,
    which primarily consisted of legal and investment banking fees, and
    merger-related costs of $8 million in connection with the integration of
    Hudson and Interchange with TD Banknorth. In the Interim Consolidated
    Statement of Income, the privatization and merger-related charges are
    included in other non-interest expenses.

    Note 16: CONTINGENCIES
    -------------------------------------------------------------------------

    The two principal legal actions regarding Enron to which the Bank is a
    party are the securities class action and the bankruptcy proceeding. In
    2006, the Bank settled the bankruptcy court claims in this matter for
    approximately $145 million (US$130 million). As at July 31, 2007, the
    total contingent litigation reserve for Enron-related claims was
    approximately $441 million (US$413 million). It is possible that
    additional reserves above the current level could be required. Additional
    reserves, if required, cannot be reasonably determined for many reasons,
    including that other settlements are not generally appropriate for
    comparison purposes, the lack of consistency in other settlements and the
    difficulty in predicting the future actions of other parties to the
    litigation.

    The Bank and its subsidiaries are involved in various other legal actions
    in the ordinary course of business, many of which are loan-related. In
    management's opinion, the ultimate disposition of these actions,
    individually or in the aggregate, will not have a material adverse effect
    on the financial condition of the Bank.

    Note 17: ACCUMULATED OTHER COMPREHENSIVE INCOME
    -------------------------------------------------------------------------

    Accumulated other comprehensive income (loss) includes the after-tax
    change in unrealized gains and losses on available-for-sale securities,
    cash flow hedging activities and foreign currency translation
    adjustments.

    
    Accumulated Other Comprehensive Income, net of income taxes
    -------------------------------------------------------------------------
                                                                       As at
    (millions of Canadian dollars)                             July 31, 2007
    -------------------------------------------------------------------------
    Unrealized gain on available-for-sale securities,
     net of cash flow hedges                                            $175
    Unrealized foreign currency translation losses on
     investments in subsidiaries, net of hedging activities           (1,469)
    Losses on derivatives designated as cash flow hedges                (149)
    -------------------------------------------------------------------------
    Accumulated other comprehensive income balance
     as at July 31, 2007                                             $(1,443)
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    


    SHAREHOLDER AND INVESTOR INFORMATION

    Shareholder Services

    For shareholder inquiries relating to missing dividends, lost share
    certificates, estate questions, address changes to the share register,
    dividend bank account changes or the dividend re-investment program,
    please contact our transfer agent: CIBC Mellon Trust Company, P.O. Box
    7010, Adelaide Street Postal Station, Toronto, Ontario, M5C 2W9,
    1-800-387-0825 or 416-643-5500 (www.cibcmellon.com or
    inquiries@cibcmellon.com).

    For all other shareholder inquiries, please contact TD Shareholder
    Relations at 416-944-6367 or 1-866-756-8936 or email tdshinfo@td.com.

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

    Designation of Eligible Dividends

    The Toronto-Dominion Bank for the purposes of the Income Tax Act, Canada
    and any similar provincial legislation advises that the dividend declared
    for the quarter ending October 31, 2007 and all future dividends will be
    eligible dividends unless indicated otherwise.

    General Information

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

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

    On-line Investor Presentation: Full quarterly report and a presentation
    to investors and analysts (available on August 23, 2007) are accessible
    from the home page of the TD Bank Financial Group website,
    www.td.com/investor/calendar.jsp.

    Quarterly Earnings Conference Call: Instant replay of the teleconference
    is available from August 23, 2007 until September 23, 2007. Please call
    1-877-289-8525 toll free, in Toronto (416) 640-1917,
    passcode 21240750 (pound key).

    Webcast of Call: A live audio and video internet webcast of TD Bank
    Financial Group's quarterly earnings conference call with investors and
    analysts is scheduled on August 23, 2007 at 3:00 p.m. ET. The call is
    webcast via the TD Bank Financial Group website at www.td.com/investor.
    In addition, recordings of the presentations are archived on TD's website
    and will be available for replay for a period of at least one month.

    Annual Meeting
    Thursday, April 3, 2008
    Hyatt Regency Calgary
    Calgary, Alberta

    About TD Bank Financial Group

    The Toronto-Dominion Bank and its subsidiaries are collectively known as
TD Bank Financial Group. TD Bank Financial Group serves more than 14 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; Wealth Management, including TD Waterhouse and an
investment in TD Ameritrade; U.S. Personal and Commercial Banking through TD
Banknorth; and Wholesale Banking, including TD Securities. TD Bank Financial
Group also ranks among the world's leading on-line financial services firms,
with more than 4.5 million on-line customers. TD Bank Financial Group had
CDN$404 billion in assets, as of July 31, 2007. The Toronto-Dominion Bank
trades on the Toronto and New York Stock Exchanges under the symbol "TD", as
well as on the Tokyo Stock Exchange.





For further information:

For further information: Colleen Johnston, Group Head, Finance and Chief
Financial Officer, Corporate Office, (416) 308-8279; Tim Thompson, Vice
President, Investor Relations, (416) 982-6346; or Simon Townsend, Senior
Manager, Corporate Communications, (416) 944-7161


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