Consolidated Statement of Income For the For the three months ended six months ended ------------------------------------------------------------------------- (Unaudited) April 30 January 31 April 30 April 30 April 30 ($ millions) 2008 2008 2007 2008 2007 ------------------------------------------------------------------------- Interest income Loans $ 3,798 $ 3,825 $ 3,404 $ 7,623 $ 6,781 Securities 1,200 1,168 1,286 2,368 2,417 Securities purchased under resale agreements 204 229 283 433 613 Deposits with banks 260 319 266 579 517 ------------------------------------------------------------------------- 5,462 5,541 5,239 11,003 10,328 ------------------------------------------------------------------------- Interest expenses Deposits 2,948 3,078 2,600 6,026 5,126 Subordinated debentures 36 24 30 60 63 Capital instrument liabilities 9 9 13 18 26 Other 596 616 802 1,212 1,543 ------------------------------------------------------------------------- 3,589 3,727 3,445 7,316 6,758 ------------------------------------------------------------------------- Net interest income 1,873 1,814 1,794 3,687 3,570 Provision for credit losses (Note 3) 153 111 20 264 83 ------------------------------------------------------------------------- Net interest income after provision for credit losses 1,720 1,703 1,774 3,423 3,487 ------------------------------------------------------------------------- Other income Card revenues 93 95 89 188 182 Deposit and payment services 208 207 199 415 405 Mutual funds 78 78 73 156 141 Investment management, brokerage and trust services 189 186 195 375 383 Credit fees 140 133 129 273 261 Trading revenues 123 (44) 151 79 300 Investment banking 170 164 195 334 389 Net gain on securities, other than trading 59 20 79 79 206 Other 239 186 198 425 374 ------------------------------------------------------------------------- 1,299 1,025 1,308 2,324 2,641 ------------------------------------------------------------------------- Net interest and other income 3,019 2,728 3,082 5,747 6,128 ------------------------------------------------------------------------- Non-interest expenses Salaries and employee benefits 1,005 978 1,004 1,983 2,007 Premises and technology 359 327 329 686 656 Communications 80 75 75 155 148 Advertising and business development 78 69 70 147 146 Professional 68 45 48 113 93 Business and capital taxes 38 14 34 52 73 Other 166 161 166 327 327 ------------------------------------------------------------------------- 1,794 1,669 1,726 3,463 3,450 ------------------------------------------------------------------------- Income before the undernoted 1,225 1,059 1,356 2,284 2,678 Provision for income taxes 209 193 286 402 563 Non-controlling interest in net income of subsidiaries 36 31 31 67 56 ------------------------------------------------------------------------- Net income $ 980 $ 835 $ 1,039 $ 1,815 $ 2,059 ------------------------------------------------------------------------- ------------------------------------------------------------------------- Preferred dividends paid 22 21 11 43 19 ------------------------------------------------------------------------- Net income available to common shareholders $ 958 $ 814 $ 1,028 $ 1,772 $ 2,040 ------------------------------------------------------------------------- ------------------------------------------------------------------------- Average number of common shares outstanding (millions): Basic 986 985 992 985 992 Diluted 992 992 1,001 992 1,001 ------------------------------------------------------------------------- Earnings per common share (in dollars): Basic $ 0.97 $ 0.83 $ 1.04 $ 1.80 $ 2.06 Diluted $ 0.97 $ 0.82 $ 1.03 $ 1.79 $ 2.04 ------------------------------------------------------------------------- Dividends per common share (in dollars) $ 0.47 $ 0.47 $ 0.42 $ 0.94 $ 0.84 ------------------------------------------------------------------------- ------------------------------------------------------------------------- Certain comparative amounts have been reclassified to conform with current period presentation. The accompanying notes are an integral part of these interim consolidated financial statements. Consolidated Balance Sheet As at ------------------------------------------------------------------------- April 30 January 31 October 31 April 30 (Unaudited) ($ millions) 2008 2008 2007 2007 ------------------------------------------------------------------------- Assets Cash resources Cash and non-interest-bearing deposits with banks $ 2,641 $ 2,816 $ 2,138 $ 2,532 Interest-bearing deposits with banks 26,178 29,431 23,011 23,967 Precious metals 3,668 4,164 4,046 4,623 ------------------------------------------------------------------------- 32,487 36,411 29,195 31,122 ------------------------------------------------------------------------- Securities Trading 62,138 60,702 59,685 71,547 Available-for-sale 34,322 32,992 28,426 28,474 Equity accounted investments 802 788 724 153 ------------------------------------------------------------------------- 97,262 94,482 88,835 100,174 ------------------------------------------------------------------------- Securities purchased under resale agreements 15,323 20,362 22,542 25,867 ------------------------------------------------------------------------- Loans Residential mortgages 108,382 105,532 102,154 94,706 Personal and credit cards 45,273 43,513 41,734 40,408 Business and government 104,928 101,389 85,500 83,424 ------------------------------------------------------------------------- 258,583 250,434 229,388 218,538 Allowance for credit losses (Note 3) 2,490 2,451 2,241 2,505 ------------------------------------------------------------------------- 256,093 247,983 227,147 216,033 ------------------------------------------------------------------------- Other Customers' liability under acceptances 11,782 12,518 11,538 10,277 Derivative instruments 25,638 25,217 21,960 16,186 Land, buildings and equipment 2,506 2,460 2,271 2,308 Goodwill 2,162 1,266 1,134 1,176 Other intangible assets 263 273 273 301 Other assets 9,057 8,450 6,615 8,266 ------------------------------------------------------------------------- 51,408 50,184 43,791 38,514 ------------------------------------------------------------------------- $452,573 $449,422 $411,510 $411,710 ------------------------------------------------------------------------- ------------------------------------------------------------------------- Liabilities and shareholders' equity Deposits Personal $109,994 $108,219 $100,823 $ 97,218 Business and government 176,878 175,772 161,229 157,919 Banks 35,566 32,806 26,406 36,466 ------------------------------------------------------------------------- 322,438 316,797 288,458 291,603 ------------------------------------------------------------------------- Other Acceptances 11,782 12,518 11,538 10,277 Obligations related to securities sold under repurchase agreements 27,446 32,967 28,137 29,577 Obligations related to securities sold short 15,028 13,570 16,039 21,521 Derivative instruments 24,010 25,046 24,689 14,167 Other liabilities 26,412 25,333 21,138 21,023 Non-controlling interest in subsidiaries 588 548 497 496 ------------------------------------------------------------------------- 105,266 109,982 102,038 97,061 ------------------------------------------------------------------------- Subordinated debentures (Note 4) 3,946 2,150 1,710 2,301 ------------------------------------------------------------------------- Capital instrument liabilities 500 500 500 750 ------------------------------------------------------------------------- Shareholders' equity Capital stock Preferred shares (Note 5) 2,210 1,865 1,635 1,290 Common shares and contributed surplus 3,643 3,614 3,566 3,539 Retained earnings 18,300 17,809 17,460 16,763 Accumulated other comprehensive income (loss) (Note 6) (3,730) (3,295) (3,857) (1,597) ------------------------------------------------------------------------- 20,423 19,993 18,804 19,995 ------------------------------------------------------------------------- $452,573 $449,422 $411,510 $411,710 ------------------------------------------------------------------------- ------------------------------------------------------------------------- Certain comparative amounts have been reclassified to conform with current period presentation. The accompanying notes are an integral part of these interim consolidated financial statements. Consolidated Statement of Changes in Shareholders' Equity For the six months ended ------------------------------------------------------------------------- April 30 April 30 (Unaudited) ($ millions) 2008 2007 ------------------------------------------------------------------------- Preferred shares Balance at beginning of period $ 1,635 $ 600 Issued 575 690 ------------------------------------------------------------------------- Balance at end of period 2,210 1,290 ------------------------------------------------------------------------- ------------------------------------------------------------------------- Common shares Balance at beginning of period 3,566 3,425 Issued 77 130 Purchased for cancellation - (16) ------------------------------------------------------------------------- Balance at end of period 3,643 3,539 ------------------------------------------------------------------------- ------------------------------------------------------------------------- Retained earnings Balance at beginning of period 17,460 15,843 Cumulative effect of adopting new accounting policies - (61)(1) ------------------------------------------------------------------------- 17,460 15,782 Net income 1,815 2,059 Dividends: Preferred (43) (19) Common (926) (833) Purchase of shares - (218) Other (6) (8) ------------------------------------------------------------------------- Balance at end of period 18,300 16,763 ------------------------------------------------------------------------- ------------------------------------------------------------------------- Accumulated other comprehensive income (loss) Balance at beginning of period (3,857) (2,321) Cumulative effect of adopting new accounting policies - 683(1) Other comprehensive income 127 41 ------------------------------------------------------------------------- Balance at end of period (3,730) (1,597) ------------------------------------------------------------------------- ------------------------------------------------------------------------- Total shareholders' equity at end of period $ 20,423 $ 19,995 ------------------------------------------------------------------------- ------------------------------------------------------------------------- Consolidated Statement of Comprehensive Income For the For the three months ended six months ended ------------------------------------------------------------------------- April 30 April 30 April 30 April 30 (Unaudited) ($ millions) 2008 2007 2008 2007 ------------------------------------------------------------------------- Comprehensive income Net income $ 980 $ 1,039 $ 1,815 $ 2,059 ------------------------------------------------------------------------- Other comprehensive income (loss), net of income taxes (Note 6): Net change in unrealized foreign currency translation losses (85) (588) 800 (66) Net change in unrealized gains on available-for-sale securities (210) 17 (270) 65 Net change in gains (losses) on derivative instruments designated as cash flow hedges (140) 20 (403) 42 ------------------------------------------------------------------------- Other comprehensive income (loss) (435) (551) 127 41 ------------------------------------------------------------------------- Comprehensive income $ 545 $ 488 $ 1,942 $ 2,100 ------------------------------------------------------------------------- ------------------------------------------------------------------------- Certain comparative amounts have been reclassified to conform with current period presentation. (1) Refer to Note 1 for discussion of new accounting policies related to financial instruments adopted in the first quarter of 2007. The accompanying notes are an integral part of these interim consolidated financial statements. Condensed Consolidated Statement of Cash Flows For the For the three months ended six months ended ------------------------------------------------------------------------- Sources (uses) of cash flows April 30 April 30 April 30 April 30 (Unaudited) ($ millions) 2008 2007 2008 2007 ------------------------------------------------------------------------- Cash flows from operating activities Net income $ 980 $ 1,039 $ 1,815 $ 2,059 Adjustments to determine net cash flows from (used in) operating activities (23) 85 216 36 Net accrued interest receivable and payable (11) (115) 233 3 Trading securities (1,200) (8,139) (1,531) (9,331) Derivative assets 242 (4,618) (885) (4,437) Derivative liabilities (1,666) 2,667 (3,408) 1,489 Other, net 648 (2,227) 1,502 (2,389) ------------------------------------------------------------------------- (1,030) (11,308) (2,058) (12,570) ------------------------------------------------------------------------- Cash flows from financing activities Deposits 4,007 21,175 21,337 28,582 Obligations related to securities sold under repurchase agreements (5,841) 574 (1,612) (4,062) Obligations related to securities sold short 1,430 3,699 (1,336) 8,349 Preferred shares issued 345 345 575 690 Common shares issued 27 20 63 85 Common shares redeemed/ purchased for cancellation - (234) - (234) Subordinated debentures issued 1,800 - 2,194 - Cash dividends paid (485) (428) (969) (852) Other, net (477) 1,834 949 2,757 ------------------------------------------------------------------------- 806 26,985 21,201 35,315 ------------------------------------------------------------------------- Cash flows from investing activities Interest-bearing deposits with banks 3,558 (4,665) (1,621) (6,202) Securities purchased under resale agreements 5,150 (1,872) 7,687 (296) Loans, excluding securitizations (8,823) (8,482) (22,333) (16,231) Loan securitizations 1,142 595 1,692 1,443 Securities, other than trading, net (869) (1,061) (2,904) (895) Land, buildings and equipment, net of disposals (90) (44) (185) (164) Other, net(1) (35) (37) (1,081) (119) ------------------------------------------------------------------------- 33 (15,566) (18,745) (22,464) ------------------------------------------------------------------------- Effect of exchange rate changes on cash and cash equivalents 16 (87) 105 (29) ------------------------------------------------------------------------- Net change in cash and cash equivalents (175) 24 503 252 Cash and cash equivalents at beginning of period 2,816 2,508 2,138 2,280 ------------------------------------------------------------------------- Cash and cash equivalents at end of period(2) $ 2,641 $ 2,532 $ 2,641 $ 2,532 ------------------------------------------------------------------------- ------------------------------------------------------------------------- Cash disbursements made for: Interest $ 3,571 $ 3,452 $ 7,224 $ 7,246 Income taxes $ 423 $ 333 $ 754 $ 616 ------------------------------------------------------------------------- ------------------------------------------------------------------------- Certain comparative amounts have been reclassified to conform with current period presentation. (1) For the three and six months ended April 30, 2008, comprises investments in subsidiaries, net of cash and cash equivalents at the date of acquisition of $2 and $37, respectively (April 30, 2007 - nil and $3, respectively), and net of non-cash consideration of common shares issued from treasury of nil and nil, respectively (April 30, 2007 - $11 and $15, respectively). (2) Represents cash and non-interest-bearing deposits with banks. The accompanying notes are an integral part of these interim consolidated financial statements. Notes to the Interim Consolidated Financial Statements (Unaudited) These interim consolidated financial statements have been prepared in accordance with Canadian Generally Accepted Accounting Principles (GAAP). They should be read in conjunction with the consolidated financial statements for the year ended October 31, 2007. The significant accounting policies used in the preparation of these interim consolidated financial statements are consistent with those used in the Bank's year-end audited consolidated financial statements. 1. Changes in accounting policies There were no new accounting policies adopted in the current fiscal year. Note 1 to the Bank's 2007 annual audited consolidated financial statements describes accounting policy changes. 2. Sales of loans through securitizations The Bank securitizes residential mortgages through the creation of mortgage-backed securities. No credit losses are expected, as the mortgages are insured. For the quarter ended April 30, 2008, the key weighted-average assumptions used to measure the fair value at the dates of securitization were a prepayment rate of 20%, an excess spread of 1.5% and a discount rate of 3.5%. The following table summarizes the Bank's sales: For the For the three months ended six months ended ------------------------------------------------------------------------- April 30 January 31 April 30 April 30 April 30 ($ millions) 2008 2008 2007 2008 2007 ------------------------------------------------------------------------- Net cash proceeds(1) $ 1,142 $ 550 $ 595 $ 1,692 $ 1,443 Retained interest 37 16 17 53 49 Retained servicing liability (6) (4) (4) (10) (11) ------------------------------------------------------------------------- 1,173 562 608 1,735 1,481 Residential mortgages securitized 1,142 555 605 1,697 1,466 ------------------------------------------------------------------------- Net gain (loss) on sale $ 31 $ 7 $ 3 $ 38 $ 15 ------------------------------------------------------------------------- ------------------------------------------------------------------------- (1) Excludes insured mortgages which were securitized and retained by the Bank of $555 for the three months ended April 30, 2008 (January 31, 2008 - $1,351; April 30, 2007 - $182), and $1,906 for the six months ended April 30, 2008 (April 30, 2007 - $708). As at April 30, 2008, the outstanding balance of mortgage-backed securities was $5,276, and these assets have been classified as available-for- sale securities. 3. Impaired loans and allowance for credit losses (a) Impaired loans As at ------------------------------------------------------------------------- April 30 January 31 October 31 2008 2008 2007 ------------------------------------------------------------------------- Specific ($ millions) Gross allowance(1) Net Net Net ------------------------------------------------------------------------- By loan type: Residential mortgages $ 419 $ 182 $ 237 $ 300 $ 203 Personal and credit cards 689 521 168 21 51 Business and government 904 464 440 368 347 ------------------------------------------------------------------------- Total $ 2,012 $ 1,167 $ 845 $ 689 $ 601 ------------------------------------------------------------------------- ------------------------------------------------------------------------- By geography: Canada $ 309 $ 280 $ 231 United States 4 10 4 Other International 532 399 366 ------------------------------------------------------------------------- Total $ 845 $ 689 $ 601 ------------------------------------------------------------------------- ------------------------------------------------------------------------- (1) The specific allowance for impaired loans evaluated on an individual basis totalled $464 (January 31, 2008 - $494; October 31, 2007 - $383). (b) Allowance for credit losses The following table summarizes the change in the allowance for credit losses. For the For the three months ended six months ended ------------------------------------------------------------------------- April 30 January 31 April 30 April 30 April 30 ($ millions) 2008 2008 2007 2008 2007 ------------------------------------------------------------------------- Balance at beginning of period $ 2,462 $ 2,252 $ 2,631 $ 2,252 $ 2,618 Write offs (190) (194) (136) (384) (304) Recoveries 51 51 64 102 98 Provision for credit losses 153 111 20(4) 264 83 Other, including foreign exchange adjustment 22 242 (63) 264 21 ------------------------------------------------------------------------- Balance at the end of period(1)(2)(3) $ 2,498 $ 2,462 $ 2,516 $ 2,498 $ 2,516 ------------------------------------------------------------------------- (1) As at April 30, 2008, includes $149 of specific allowance and $25 of general allowances relating to acquisition of a new subsidiary (January 31, 2008 - $177 and nil, respectively; April 30, 2007 - $27 and $16, respectively), which may change as the valuation of the acquired loan assets is finalized. (2) As at April 30, 2008, $8 has been recorded in other liabilities (January 31, 2008 - $11; April 30, 2007 - $11). (3) As at April 30, 2008, the general allowance for credit losses was $1,323 (January 31, 2008 - $1,298; April 30, 2007 - $1,298). (4) Net of reduction in general allowance of $25. 4. Subordinated debentures Subordinated debentures totaling $300 million were issued on January 31, 2008, and will mature on January 31, 2018. Interest is payable semi-annually in arrears, commencing on July 31, 2008, at 5.30% per annum until January 31, 2013. From January 31, 2013, until maturity, interest is payable at an annual rate equal to the 90-day Bankers' Acceptance Rate plus 1.90%, payable quarterly commencing April 30, 2013. The subordinated debentures are redeemable by the Bank at any time, subject to written approval of the Superintendent of Financial Institutions Canada. The subordinated debentures qualify as Tier 2B capital. Subordinated debentures totaling (Yen)10 billion were issued on November 20, 2007, and will mature on November 20, 2037. Interest is payable semi-annually in arrears, commencing on May 20, 2008, at an annual rate of 3.015%. The subordinated debentures are redeemable by the Bank on November 20, 2017, with the prior written approval of the Superintendent of Financial Institutions Canada. The subordinated debentures qualify as Tier 2B capital. Subordinated debentures totaling $1,700 million were issued on March 27, 2008, and will mature on March 27, 2018. Interest is payable semi-annually in arrears, commencing on September 29, 2008, at 4.99% per annum up until March 27, 2013. From March 27, 2013, until maturity, interest is payable at an annual rate equal to the 90-day Bankers' Acceptance Rate plus 2.00%, payable quarterly in arrears commencing on June 27, 2013. The subordinated notes are redeemable by the Bank at any time, subject to written approval of the Superintendent of Financial Institutions Canada. The subordinated debentures qualify as Tier 2B capital. Subordinated debentures totalling (Yen)10 billion were issued on April 9, 2008, and will mature on April 9, 2038. Interest is payable semi-annually in arrears, commencing on October 9, 2008, at an annual interest rate of 3.37%. The subordinated debentures are redeemable by the Bank on April 9, 2018, with the prior written approval of the Superintendent of Financial Institutions Canada. The subordinated debentures qualify as Tier 2B capital. 5. Capital management The Bank has a capital management process in place to measure, deploy and monitor its available capital and assess its adequacy. This capital management process aims to achieve three major objectives: exceed regulatory thresholds and meet longer-term internal capital targets, maintain strong credit ratings and provide the Bank's shareholders with acceptable returns. Capital is managed in accordance with the Board-approved Capital Management Policy. Senior executive management develop the capital strategy and oversee the capital management processes of the Bank. The Bank's Finance, Group Treasury and Global Risk Management (GRM) groups are key in implementing the Bank's capital strategy and managing capital. Capital is managed using both regulatory capital measures and internal metrics. Although the Bank is subject to several capital regulations in the different business lines and countries in which the Bank operates, capital adequacy is managed on a consolidated Bank basis. The Bank also takes measures to ensure its subsidiaries meet or exceed local regulatory capital requirements. The primary regulator of its consolidated capital adequacy is the Office of the Superintendent of Financial Institutions Canada (OSFI). The capital adequacy regulations in Canada are largely consistent with international standards set by the Bank for International Settlements. A revised Basel Capital Framework (Basel II) was adopted by the Bank and other Canadian banks effective this fiscal year. Effective November 1, 2007, regulatory capital ratios are determined in accordance with the revised capital framework, based on the International Convergence of Capital Measurement and Capital Standards: A Revised Framework, commonly known as Basel II. Changes to the computation of regulatory capital from the previous framework (Basel I) are primarily the amount and categorization of prescribed inclusions and deductions from capital, such as the calculation of the eligible allowance deduction and the deduction for specified corporations (such as insurance entities and associated corporations), which is now split between two categories of capital. In addition, the computation of risk-weighted assets was revised to more closely align risk weight parameters with the individual risk profile of banks by introducing substantive changes to prescribed risk weights for credit risk exposures, including the use of internally derived credit risk parameters, and introducing an explicit new risk weight for operational risk. Capital requirements for market risk were generally unchanged. Once banks demonstrate full compliance with the AIRB requirements, and OSFI has approved its use, they may proceed to apply the AIRB approach in computing capital requirements. However, in order to limit sudden declines in the capital levels for the industry in aggregate, capital floors were introduced for the first two years after full implementation of AIRB. A capital floor of 90% of the Basel I calculation will apply in the first year of full approval and 80% in the second year, if required. In the second quarter, the Bank received regulatory approval to move to the 90% floor. The Bank received approval, with conditions, from OSFI to use AIRB for material Canadian, U.S. and European portfolios effective November 1, 2007. The remaining credit portfolios are targeted to implement AIRB in November 2010. In the interim period, the Bank will use the standardized approach for these portfolios. As well, the Bank is using the standardized approach to calculate the operational risk capital requirements. Total regulatory capital is composed of Tier 1 and Tier 2 capital as follows: As at --------------------------------------------------------------------- April 30 January 31 October 31 (unaudited) ($ millions) 2008 2008 2007(1) --------------------------------------------------------------------- Shareholders' equity per Consolidated Balance Sheet $ 20,423 $ 19,993 $ 18,804 Add: Capital instrument liabilities - trust securities 2,750 2,750 2,750 Non-controlling interest in subsidiaries 588 548 497 Less: Goodwill (2,162) (1,266) (1,134) Components of accumulated other comprehensive income excluded from Tier 1 capital (19) (369) (692) Other capital deductions(2) (507) (490) - --------------------------------------------------------------------- Tier 1 capital $ 21,073 $ 21,166 $ 20,225 --------------------------------------------------------------------- Qualifying subordinated debentures, net of amortization 3,659 1,859 1,452 Capital instrument liabilities - trust subordinated notes 1,000 1,000 1,000 Other net capital items(3) (144) (151) 304 --------------------------------------------------------------------- Tier 2 capital $ 4,515 $ 2,708 $ 2,756 --------------------------------------------------------------------- Total regulatory capital $ 25,588 $ 23,874 $ 22,981 --------------------------------------------------------------------- --------------------------------------------------------------------- (1) Effective November 1, 2007, regulatory capital is determined in accordance with Basel II. The comparative amounts as at October 31, 2007 were determined in accordance with Basel I. (2) Comprised primarily of 50% of investments in certain specified corporations acquired after January 1, 2007. Prior to November 1, 2007, 100% of investments in certain specified corporations was deducted from Tier 2 capital; commencing November 1, 2007, those acquired after January 1, 2007, are now split 50:50 between Tier 1 and Tier 2. (3) Comprised mainly of eligible allowance for credit losses and net after-tax unrealized gain on available-for-sale securities less prescribed deductions including investments in specified corporations. The two primary regulatory capital ratios used to assess capital adequacy are Tier 1 and Total capital ratios, which are determined by dividing those capital components by risk-weighted assets. Risk- weighted assets are computed by applying a combination of the Bank's internal credit risk parameters and OSFI prescribed risk weights to on-and off-balance sheet exposures. The regulatory minimum ratios prescribed by OSFI are 7% for Tier 1 capital and 10% for Total capital. The Bank exceeded these minimum ratio thresholds as at April 30, 2008, and January 31, 2008. OSFI has also prescribed an asset-to-capital leverage maximum of 20:1. The Bank was in compliance with this threshold as at April 30, 2008, and January 31, 2008. Significant capital transactions In the first quarter of 2007, the Bank initiated a normal course issuer bid to purchase up to 20 million of the Bank's common shares. This represented approximately 2% of the Bank's common shares outstanding as at December 31, 2007. The bid terminated on January 11, 2008. The Bank did not purchase any common shares pursuant to this bid during the first quarter. Series 17 non-cumulative preferred shares totaling $230 million were issued on January 31, 2008, and are entitled to non-cumulative preferential cash dividends payable quarterly, if and when declared, in an amount per share of $0.35. The initial dividend, paid on April 28, 2008, was $0.33753 per share. With regulatory approval, the shares may be redeemed by the Bank on or after April 26, 2013, at $26.00 per share, together with declared and unpaid dividends to the date then fixed for redemption, and thereafter at annually declining premiums until April 26, 2017, following which no redemption premium is payable. These preferred shares qualify as Tier 1 capital. Series 18 non-cumulative 5-year rate reset preferred shares totaling $300 million and $45 million were issued on March 25, 2008, and March 27, 2008, respectively. Holders are entitled to receive fixed non-cumulative preferential cash dividends payable quarterly, if and when declared, in an amount of $0.3125 per share for the initial five-year fixed rate period ending on April 25, 2013. The initial dividend, if and when declared, will be payable on July 29, 2008, and will be $0.4315 per share. Subsequent to the initial five-year fixed rate period, and resetting every five years thereafter, the dividends will be determined by the sum of the 5-year Government of Canada yield and 2.05%, multiplied by $25.00. Holders of Series 18 preferred shares have the option to convert their shares into an equal number of Series 19 non-cumulative floating rate preferred shares on April 26, 2013, and on April 26 every five years thereafter. Series 19 preferred shares are entitled to receive floating rate non-cumulative preferential cash dividends, if and when declared, in an amount per share equal to the sum of the T-bill rate and 2.05%, multiplied by $25.00. If the Bank determines that, after giving effect to any Election Notices received, there would be less than 1,000,000 Series 18 preferred shares issued and outstanding on the applicable Series 18 Conversion Date, all of the issued and outstanding Series 18 preferred shares will automatically be converted on such Series 18 Conversion Date into an equal number of Series 19 preferred shares. With prior written approval of the Superintendent of Financial Institutions Canada, Series 18 preferred shares and, if applicable, Series 19 preferred shares, are redeemable by the Bank. These shares are redeemable at $25.00 per share on April 26, 2018, and every 5 years thereafter. On all other dates beginning April 26, 2013, Series 19 preferred shares are redeemable at $25.00 per share plus a redemption premium of $0.50 per share. These preferred shares qualify as Tier 1 capital. 6. Accumulated other comprehensive income (loss) The components of accumulated other comprehensive income (loss) as at April 30, 2008, and other comprehensive income (loss) for the six months then ended were as follows: Accumulated other comprehensive income (loss) As at and for the six months ended ------------------------------------------------------------------------- Opening Net Ending balance change balance -------------------------------------- October 31 April 30 ($ millions) 2007 2008 ------------------------------------------------------------------------- Unrealized foreign currency translation gains (losses), net of hedging activities $ (4,549) $ 800 $(3,749)(1) Unrealized gains (losses) on available- for-sale securities, net of hedging activities 639 (270) 369(2) Gains (losses) on derivative instruments designated as cash flow hedges 53 (403) (350)(3) ------------------------------------------------------------------------- Accumulated other comprehensive income (loss) $ (3,857) $ 127 $ (3,730) ------------------------------------------------------------------------- ------------------------------------------------------------------------- As at and for the six months ended ------------------------------------------------------------------------- Opening Transition Net Ending balance amount change balance --------------------------------------------------- October 31 November 1 April 30 ($ millions) 2006 2006 2007 ------------------------------------------------------------------------- Unrealized foreign currency translation gains (losses), net of hedging activities $ (2,321) $ - $ (66) $(2,387)(1) Unrealized gains (losses) on available- for-sale securities, net of hedging activities - 706 65 771(2) Gains (losses) on derivative instruments designated as cash flow hedges - (23) 42 19(3) ------------------------------------------------------------------------- Accumulated other comprehensive income (loss) $ (2,321) $ 683 $ 41 $ (1,597) ------------------------------------------------------------------------- ------------------------------------------------------------------------- (1) Net of income tax expense of $574 (April 30, 2007 - nil). (2) Net of income tax expense of $186 (April 30, 2007 - $427). Also, the net unrealized gain as at April 30, 2008 includes unrealized losses of $417 (April 30, 2007 - $147) after tax on the available-for-sale securities. (3) Net of income tax benefit of $163 (April 30, 2007 - expense of $8). Other comprehensive income (loss) The following table summarizes the changes in the components of other comprehensive income (loss). For the For the three months ended six months ended --------------------------------------------------------------------- April 30 April 30 April 30 April 30 ($ millions) 2008 2007 2008 2007 --------------------------------------------------------------------- Net change in unrealized foreign currency translation losses Net unrealized foreign currency translation gains (losses)(1) $ 182 $ (1,009) $ 1,323 $ (117) Net gains (losses) on hedges of net investments in self-sustaining foreign operations(2) (267) 421 (523) 51 --------------------------------------------------------------------- (85) (588) 800 (66) --------------------------------------------------------------------- --------------------------------------------------------------------- Net change in unrealized gains on available-for- sale securities Net unrealized gains (losses) on available- for-sale securities(3) (151) 70 (143) 141 Reclassification of net gains to net income(4) (59) (53) (127) (76) --------------------------------------------------------------------- (210) 17 (270) 65 --------------------------------------------------------------------- --------------------------------------------------------------------- Net change in gains (losses) on derivative instruments designated as cash flow hedges Net gains (losses) on derivative instruments designated as cash flow hedges(5) 22 (113) 300 134 Reclassification of net (gains) losses to net income(6) (162) 133 (703) (92) --------------------------------------------------------------------- (140) 20 (403) 42 --------------------------------------------------------------------- --------------------------------------------------------------------- Other comprehensive income $ (435) $ (551) $ 127 $ 41 --------------------------------------------------------------------- --------------------------------------------------------------------- (1) For the three and six months ended April 30, 2008, net of income tax expense of nil (April 30, 2007 - nil). (2) For the three and six months ended April 30, 2008, net of income tax expense of $241 and $147, respectively. (April 30, 2007 - nil and nil, respectively). (3) For the three and six months ended April 30, 2008, net of income tax benefit of $58 and $104, respectively (April 30, 2007 - expense of $36 and $82, respectively). (4) For the three and six months ended April 30, 2008, net of income tax expense of $32 and $48, respectively (April 30, 2007 - $23 and $37, respectively). (5) For the three and six months ended April 30, 2008, net of income tax expense of $12 and $138, respectively (April 30, 2007 - benefit of $58 and expense of $67, respectively). (6) For the three and six months ended April 30, 2008, net of income tax expense of $75 and $326, respectively (April 30, 2007 - benefit of $67 and expense of $46, respectively). 7. Financial instruments Financial risk management The Bank's principal business activities result in a balance sheet that consists primarily of financial instruments. In addition, the Bank uses derivative financial instruments for both trading and asset/liability management purposes. The principal financial risks that arise from transacting financial instruments include credit risk, liquidity risk and market risk. The Bank has a comprehensive risk management framework to monitor, evaluate and manage these risks. This risk management framework has four main components, as follows: - extensive risk management policies define the Bank's risk appetite, set the limits and controls within which the Bank and its subsidiaries can operate, and reflect the requirements of regulatory authorities. These policies are approved by the Bank's Board of Directors, either directly or through the Executive and Risk Committee, (the Board); - guidelines are developed to clarify risk limits and conditions under which the Bank's risk policies are implemented; - processes are implemented to identify, evaluate, document, report and control risk. Standards define the breadth and quality of information required to make a decision; and - compliance with risk policies, limits and guidelines is measured, monitored and reported to ensure consistency against defined goals. Credit risk Credit risk is the risk of loss resulting from the failure of a borrower or counterparty to honour its financial or contractual obligations to the Bank. The Bank's credit risk strategy and credit risk policy are developed by Global Risk Management (GRM) and are reviewed and approved by the Board on an annual basis. The credit risk strategy defines target markets and risk tolerances that are developed at an all-Bank level, and then further refined at the business line level. The objectives of the credit risk strategy are to ensure that, for the Bank, including the individual business lines: - target markets and product offerings are well defined; - the risk parameters for new underwritings and for the portfolios as a whole are clearly specified; and - transactions, including origination, syndication, loan sales and hedging, are managed in a manner to ensure the goals for the overall portfolio are met. The credit risk policy sets out, among other things, the credit risk rating systems and associated parameter estimates, the delegation of authority for granting credit, the calculation of the allowance for credit losses and the authorization of writeoffs. It forms an integral part of enterprise-wide policies and procedures that encompass governance, risk management and control structure. The Bank's credit risk rating systems are designed to support the determination of key credit risk parameter estimates which measure credit and transaction risk. For non-retail exposures, parameters are associated with each credit facility through the assignment of borrower and transaction ratings. Borrower risk is evaluated using methodologies that are specific to particular industry sectors and/or business lines. The risk associated with facilities of a given borrower is assessed by considering the facilities' structural and collateral-related elements. For retail portfolios, each exposure has been assigned to a particular pool (real estate secured, other retail - term lending, unsecured revolving) and within each pool to a risk grade. This process provides for a meaningful differentiation of risk, and allows for appropriate and consistent estimation of loss characteristics at the pool and risk grade level. Credit quality of financial assets The Bank's non-retail portfolio is well diversified by industry, and there has not been a significant change in concentrations of credit risk since October 31, 2007. The Bank's retail portfolios consist of a number of relatively small loans to a large number of borrowers. The portfolios are distributed across Canada and a wide range of countries. As such, the portfolios inherently have a high degree of diversification. (a) Corporate and commercial Credit decisions are made based upon an assessment of the credit risk of the individual borrower or counterparty. Key factors considered in the assessment include: the borrower's management; the borrower's current and projected financial results and credit statistics; the industry in which the borrower operates; economic trends; and geopolitical risk. Banking units and GRM also review the credit quality of the credit portfolio across the organization on a regular basis to assess whether economic trends or specific events may affect the performance of the portfolio. As at April 30, 2008, a significant portion of the authorized corporate and commercial lending portfolio was internally rated at a rating that would generally equate to an investment grade rating by external rating agencies. (b) Retail The Bank's credit underwriting methodology and risk modeling in Canada is customer rather than product focused. Generally, decisions on consumer loans are based on risk ratings, which are generated using predictive scoring models. Individual credit requests are processed by proprietary adjudication software designed to calculate the maximum debt for which a customer qualifies. As at April 30, 2008, the amount of retail loans that were past due but not impaired was not significant. Derivative instruments To control credit risk associated with derivatives, the Bank uses the same credit risk management activities and procedures that are used in the lending business in assessing and adjudicating potential credit exposure. The Bank applies limits to each counterparty, measures exposure as the current fair value plus potential future exposure, and uses credit mitigation techniques, such as netting and collateralization. Investment grade counter-parties account for a significant portion of the credit risk exposure arising from the Bank's derivative transactions as at April 30, 2008. Derivative instruments used by the Bank include credit derivatives in its investment and loan portfolios: credit protection is sold as an alternative to acquire exposure to bond or loan assets, while credit protection is bought to manage or mitigate credit exposures. Collateral (a) Collateral held In the normal course of business, the Bank receives collateral on certain transactions to reduce its exposure to counterparty credit risk. The Bank is normally permitted to sell or repledge the collateral it receives under terms that are common and customary to standard derivative, securities borrowing and lending, and other lending activities. (b) Collateral pledged In the normal course of business, securities and other assets are pledged to secure an obligation, participate in clearing or settlement systems, or operate in a foreign jurisdiction. As at April 30, 2008, total assets pledged were $46 billion (January 31, 2008 -$40 billion; October 31, 2007 - $40 billion). Asset pledging transactions are conducted under terms that are common and customary to standard derivative, securities borrowing and lending, and other lending activities. Standard risk management controls are applied with respect to asset pledging. Liquidity risk Liquidity risk is the risk that the Bank is unable to meet its financial obligations in a timely manner at reasonable prices. The Bank's liquidity risk is subject to extensive risk management controls and is managed within the framework of policies and limits approved by the Board. The Board receives reports on risk exposures and performance against approved limits. The Liability Committee (LCO) provides senior management oversight of liquidity risk through its weekly meetings. The key elements of the Bank's liquidity risk management framework include: - liquidity risk measurement and management limits, including limits on maximum net cash outflow by currency over specified short-term horizons; - prudent diversification of its wholesale funding activities by using a number of different funding programs to access the global financial markets and manage its maturity profile, as appropriate; - large holdings of liquid assets to support its operations, (see table below) which can generally be sold or pledged to meet the Bank's obligations; - liquidity stress testing, including Bank-specific, Canada- systemic, and global-systemic scenarios; and - liquidity contingency planning. Liquid Assets -------------------------------- As at April 30 2008 --------------------------------------------------------------------- Canadian Foreign ($ millions) dollar currency Total --------------------------------------------------------------------- Cash and deposits with the Bank of Canada $ 687 $ 4,248 $ 4,935 Deposits with other banks 5,436 22,116 27,552 Securities 52,452 25,912 78,364 Call and short loans - 1,025 1,025 --------------------------------------------------------------------- $ 58,575 $ 53,301 $111,876 --------------------------------------------------------------------- --------------------------------------------------------------------- Liquid assets as a % of total assets 24.7% --------------------------------------------------------------------- --------------------------------------------------------------------- Contractual maturities The table below shows the contractual maturities of certain of the Bank's financial liabilities as at April 30, 2008. The Bank's deposit liabilities shown below are those recorded in Canada and the United States, which amounted to $241 billion, representing 75% of the Bank's total deposits. Payable on a fixed date --------------------------- Greater Payable Payable Less One to than on after than five five ($ millions) demand notice one year years years Total --------------------------------------------------------------------- Deposits $ 26,097 $ 42,127 $112,595 $ 52,850 $ 7,733 $241,402 Subordinated debentures - - 252 - 3,694 3,946 Capital instrument liabilities - - - - 500 500 --------------------------------------------------------------------- Total $ 26,097 $ 42,127 $112,847 $ 52,850 $ 11,927 $245,848 --------------------------------------------------------------------- --------------------------------------------------------------------- Deposits The Bank's foreign operations have liquidity management frameworks that are similar to the Bank's framework. Local deposits are managed from a liquidity risk perspective based on the local management frameworks and regulatory requirements. Commitments to extend credit In the normal course of business, the Bank enters into commitments to extend credit in the form of loans or other financings for specific amounts and maturities, subject to specific conditions. These commitments, which are not reflected on the Consolidated Balance Sheet, are subject to normal credit standards, financial controls and monitoring procedures. As at April 30, 2008, the majority of commitments to extend credit had a remaining term to maturity of less than one year. Derivative instruments The Bank is subject to liquidity risk relating to its use of derivatives to meet customer needs, generate revenues from trading activities, manage market and credit risks arising from its lending, funding and investment activities, and lower its cost of capital. As at April 30, 2008, more than half of the notional value of the Bank's derivative instruments mature within one year, while 86% mature within five years. Market risk Market risk arises from changes in market prices and rates (including interest rates, credit spreads, equity prices, foreign exchange rates and commodity prices), the correlations among them, and their levels of volatility. Market risk is subject to extensive risk management controls, and is managed within the framework of market risk policies and limits approved by the Board. The LCO and Market Risk Management and Policy Committee oversee the application of the framework set by the Board, and monitor the Bank's market risk exposures and the activities that give rise to these exposures. The Bank uses a variety of metrics and models to measure and control market risk exposures. The measurements used are selected based on an assessment of the nature of risks in a particular activity. The principal measurement techniques are Value at Risk (VaR), stress testing, sensitivity analysis and simulation modeling, and gap analysis. The Board reviews results from these metrics quarterly. Models are independently validated prior to implementation and are subject to formal periodic review. VaR is a statistical measure that estimates the potential loss in value of the Bank's trading positions due to adverse market movements over a defined time horizon with a specified confidence level (see Trading portfolio risk management below). The quality of the Bank's VaR is validated by regular back testing analysis, in which the VaR is compared to theoretical and actual profit and loss results. To complement VaR, the Bank also uses stress testing to examine the impact that abnormally large swings in market factors and periods of prolonged inactivity might have on trading portfolios. The stress testing program is designed to identify key risks and ensure that the Bank's capital can easily absorb potential losses from abnormal events. The Bank subjects its trading portfolios to more than 75 stress tests on a daily basis, and more than 250 stress tests on a monthly basis. Sensitivity analysis assesses the effect of changes in interest rates on current earnings and on the economic value of assets and liabilities. Simulation modeling under various scenarios is particularly important for managing risk in the deposit, lending and investment products the Bank offers to its retail customers. Gap analysis is used to assess the interest rate sensitivity of the Bank's retail, wholesale banking and international operations. Under gap analysis, interest rate-sensitive assets, liabilities and derivative instruments are assigned to defined time periods, on the earlier of contractual repricing or maturity dates on the basis of expected repricing dates. Interest rate risk Interest rate risk, inclusive of credit spread risk, is the risk of loss due to the following: changes in the level, slope and curvature of the yield curve; the volatility of interest rates; mortgage prepayment rates; changes in the market price of credit; and the creditworthiness of a particular issuer. The Bank actively manages its interest rate exposures with the objective of enhancing net interest income within established risk tolerances. Interest rate risk arising from the Bank's funding and investment activities is managed in accordance with Board-approved policies and global limits, which are designed to control the risk to income and economic value of shareholders' equity. The income limit measures the effect of a specified shift in interest rates on the Bank's annual net income, while the economic value limit measures the impact of a specified change in interest rates on the present value of the Bank's net assets. Interest rate exposures in individual currencies are also controlled by gap limits. Based on the Bank's interest rate positions as at April 30, 2008, the following table shows the potential after-tax impact on the Bank's net income over the next twelve months and economic value of shareholders' equity of an immediate and sustained 100 basis point increase and decrease in interest rates across all currencies. Interest rate sensitivity --------------------------------------------------------------------- Economic ($ millions) value of Net income equity --------------------------------------------------------------------- 100 bp increase $ 107 $ (259) --------------------------------------------------------------------- 100 bp decrease $ (99) $ 233 --------------------------------------------------------------------- Foreign currency risk Foreign currency risk is the risk of loss due to changes in spot and forward rates, and the volatility of currency exchange rates. The Bank's exposure to its net investments in self-sustaining foreign operations is controlled by a Board-approved limit. This limit considers potential volatility to shareholders' equity as well as the potential impact on capital ratios from foreign exchange fluctuations. On a quarterly basis, the LCO reviews the Bank's exposures to these net investments. The Bank may fully or partially hedge this exposure by funding the investments in the same currency, or by using other financial instruments, including derivatives. The Bank is subject to foreign currency risk on the earnings of its foreign operations. To manage this risk, foreign currency revenues and expenses, which are primarily denominated in U.S. dollars, are projected over a number of future fiscal quarters. The LCO assesses economic data and forecasts to decide on the portion of the estimated future foreign currency revenues and expenses to hedge. Hedging instruments normally include foreign currency spot and forward contracts, as well as foreign currency options and swaps. As at April 30, 2008, a one per cent increase (decrease) in the Canadian dollar against all currencies in which the Bank operates decreases (increases) the Bank's before-tax annual earnings by approximately $34 million in the absence of hedging activity, primarily from exposure to U.S. dollars. A similar change in the Canadian dollar would increase (decrease) the unrealized foreign currency translation losses in the accumulated other comprehensive income section of shareholders' equity by approximately $153 million as at April 30, 2008, net of hedging. Equity risk Equity risk is the risk of loss due to adverse movements in equity prices. Equity price risk is often classified into two categories: general equity risk, which refers to the sensitivity of an instrument or portfolio's value to changes in the overall level of equity prices, and specific equity risk, which refers to that portion of an individual equity instrument's price volatility that is determined by entity-specific characteristics. The Bank is exposed to equity risk through its equity investment portfolios, which are controlled by Board-approved portfolio, VaR, and stress-test limits. Equity investments include common and preferred shares, as well as a diversified portfolio of third-party managed funds. The majority of the Bank's equity investment portfolios are managed by Group Treasury under the strategic direction of the LCO. Group Treasury delegates the management of a portion of equity and equity- related portfolios to Scotia Cassels Investment Counsel Limited and other external fund managers to take advantage of these fund managers' expertise in particular market niches and products. The fair value of available-for-sale equity securities was $3,231 million as at April 30, 2008. Trading portfolio risk management The Bank's policies, processes and controls for trading activities are designed to achieve a balance between pursuing profitable trading opportunities and managing earnings volatility within a framework of sound and prudent practices. Trading activities are primarily customer focused, but also include a proprietary component. Market risk arising from the Bank's trading activities is managed in accordance with Board-approved policies and limits, including aggregate VaR and stress testing limits. Trading portfolios are marked to market in accordance with the Bank's valuation policies. Positions are marked to market daily and valuations are independently reviewed by back office or GRM units on a regular basis. These units also provide profit and loss reporting, as well as VaR and limit compliance reporting to business unit management and executive management for evaluation and action as appropriate. VaR is calculated daily using a 99% confidence level, a one-day holding period and historical simulations based on 300 days of market data. This means that, on average, the trading book may lose more than the VaR about once every 100 days. The table below shows the Bank's VaR by risk factor: One-day VaR by risk factor --------------------------------------------------------------------- As at For the three months ended April 30, April 30, 2008 ($ millions) 2008 Average High Low --------------------------------------------------------------------- Interest rate 14.0 12.8 17.7 9.7 Equities 2.9 3.0 4.3 2.1 Foreign exchange 1.5 1.3 2.1 0.4 Commodities 2.8 3.6 4.7 2.7 Diversification (4.7) (6.1) n/a n/a --------------------------------------------------------------------- All-Bank VaR 16.5 14.6 19.9 10.8 --------------------------------------------------------------------- --------------------------------------------------------------------- Hedges There are three main types of hedges for accounting purposes: (i) fair value hedges, (ii) cash flow hedges and (iii) net investment hedges. In a fair value hedge, the change in fair value of the hedging derivative is offset in the Consolidated Statement of Income by the change in fair value of the hedged item relating to the hedged risk. The Bank utilizes fair value hedges primarily to convert fixed rate financial assets and liabilities to floating rate. The main financial instruments designated in fair value hedging relationships include bond assets, loans, deposit liabilities and subordinated debentures. In a cash flow hedge, the change in fair value of the hedging derivative is recorded in other comprehensive income until the hedged item affects the Consolidated Statement of Income. The Bank utilizes cash flow hedges primarily to convert floating rate deposit liabilities to fixed rate. The reclassification from accumulated other comprehensive income to earnings over the next 12 months as a result of outstanding cash flow hedges is expected to be a net loss of approximately $153 million (after tax). As at April 30, 2008, the maximum length of cash flow hedges outstanding was less than seven years. In a net investment hedge, the change in fair value of the hedging instrument is recorded directly in other comprehensive income. These amounts are recognized in income when the corresponding cumulative translation adjustments from the self-sustaining foreign operation are recognized in income. Any hedge ineffectiveness is measured and recorded in current period income in the Consolidated Statement of Income. The Bank recorded a gain of $3 million during the three months ended April 30, 2008 (April 30, 2007 - loss of $6 million), of which a gain of $11 million (April 30, 2007 - loss of $5 million) related to cash flow hedges, due to the ineffective portion of designated hedges. For the six months ended April 30, 2008, the Bank recorded a loss of $3 million (April 30, 2007 - gain of $6 million) of which a gain of $7 million (April 30, 2007 - gain of $4 million) related to cash flow hedges. When either a fair value or cash flow hedge is discontinued, any cumulative adjustment to either the hedged item or other comprehensive income is recognized in income over the remaining term of the original hedge, or when the hedged item is derecognized. Items designated as trading The Bank has elected to designate certain portfolios of assets and liabilities as trading which are carried at fair value with changes in fair values recorded in income. The Bank's trading operations transact credit derivatives for customers. The Bank may purchase the underlying loan(s) from another counterparty to economically hedge the derivative exposure. As a result, the Bank significantly reduces or eliminates an accounting mismatch between the two instruments. The fair value of these loans was $7.5 billion as at April 30, 2008 (January 31, 2008 - $6.4 billion; October 31, 2007 - $4.1 billion). The change in fair value that was recorded through trading income for the three and six months ended April 30, 2008 was a gain of $53 million (April 30, 2007 - gain of $94 million) and a loss of $227 million (April 30, 2007 - gain of $204 million), respectively. These changes in fair value were entirely offset by the changes in the fair value of the related credit derivatives. The Bank's trading operations purchase loan assets in specifically authorized portfolios for which performance is evaluated on a fair value basis. The fair value of these loans was $83 million as at April 30, 2008 (January 31, 2008 - $110 million; October 31, 2007 - $151 million). The change in fair value that was recorded through trading income for the three and six months ended April 30, 2008 was a gain of less than $1 million (April 30, 2007 - gain of $4 million) and a loss of $3 million (April 30, 2007 -gain of $9 million), respectively. The Bank has classified certain deposit note liabilities containing extension features as trading, in order to significantly reduce an accounting mismatch between these liabilities and fair value changes in related derivatives. The fair value of these liabilities was $573 million as at April 30, 2008 (January 31, 2008 - $766 million; October 31, 2007 - $847 million). The change in fair value that was recorded through net interest income for the three and six months ended April 30, 2008 was a loss of $3 million (April 30, 2007 - loss of $1 million) and a loss of $13 million (April 30, 2007 - gain of $1 million), respectively. The change in fair value, which is mainly attributable to changes in interest rates, was substantially offset by the change in fair value of the related derivatives. At April 30, 2008, the Bank is contractually obligated to pay $569 million to the holders of the notes at maturity (January 31, 2008 -$764 million; October 31, 2007 - $853 million). 8. Employee future benefits Employee future benefits include pensions and other post-retirement benefits, post-employment benefits and compensated absences. The following table summarizes the expenses for the Bank's principal plans(1): For the For the three months ended six months ended --------------------------------------------------------------------- April 30 January 31 April 30 April 30 April 30 ($ millions) 2008 2008 2007 2008 2007 --------------------------------------------------------------------- Benefit expenses Pension plans $ 1 $ 1 $ 7 $ 2 $ 16 Other benefit plans 30 29 30 59 60 --------------------------------------------------------------------- $ 31 $ 30 $ 37 $ 61 $ 76 --------------------------------------------------------------------- --------------------------------------------------------------------- (1) Other plans operated by certain subsidiaries of the Bank are not considered material and are not included in this note. 9. Segmented results of operations Scotiabank is a diversified financial services institution that provides a wide range of financial products and services to retail, commercial and corporate customers around the world. The Bank is organized into three main operating segments: Domestic Banking, International Banking and Scotia Capital. Results for these operating segments are presented in the Business segment income tables above. 10. Acquisitions The Bank completed the acquisition of Chile's Banco del Desarrollo on November 26, 2007, through the acquisition of 99.5 per cent of the outstanding shares for $1.0 billion Canadian dollar equivalent (CDE). Total assets at acquisition were approximately CDE $5.6 billion, mainly comprised of loans. The Bank will combine the operations of Banco del Desarrollo with its existing Scotiabank Sud Americano banking operations. Based on acquisition date fair values, approximately CDE $797 million has been allocated to the estimated value of goodwill acquired. The purchase price allocation may be refined as the Bank completes its valuation of the assets acquired and liabilities assumed. The Bank completed an 18% equity investment in DundeeWealth Inc. for $348 million on September 28, 2007. The investment is a combination of voting and convertible non-voting shares issued out of treasury by DundeeWealth Inc. The Bank has the right to acquire additional shares in the secondary market up to 19.9%. This investment is accounted for under the equity method of accounting. 11. Subsequent events Capital transaction On May 13, 2008, the Bank initiated a normal course issuer bid to purchase up to 20 million of the Bank's common shares. This represents approximately 2 per cent of the Bank's common shares outstanding as at April 30, 2008. The bid will terminate on the earlier of January 11, 2009, or the date on which the Bank completes its purchases. Acquisition On May 13, 2008, the Bank announced its agreement with Intesa Sanpaolo S.p.A. to acquire its shares and other interests in Scotiabank Peru for approximately $230 million, which will increase the Bank's current ownership of 78% in Scotiabank Peru to 98%. SHAREHOLDER & INVESTOR INFORMATION Direct deposit service Shareholders may have dividends deposited directly into accounts held at financial institutions which are members of the Canadian Payments Association. To arrange direct deposit service, please write to the transfer agent. Dividend and Share Purchase Plan Scotiabank's dividend reinvestment and share purchase plan allows common and preferred shareholders to purchase additional common shares by reinvesting their cash dividend without incurring brokerage or administrative fees. As well, eligible shareholders may invest up to $20,000 each fiscal year to purchase additional common shares of the Bank. Debenture holders may apply interest on fully registered Bank subordinated debentures to purchase additional common shares. All administrative costs of the plan are paid by the Bank. For more information on participation in the plan, please contact the transfer agent. Dividend dates for 2008 Record and payment dates for common and preferred shares, subject to approval by the Board of Directors. Record Date Payment Date January 2 January 29 April 1 April 28 July 2 July 29 October 7 October 29 Annual Meeting date for fiscal 2008 The Annual Meeting of Shareholders of the Bank for the fiscal year ending October 31, 2008, will be held in Halifax, Nova Scotia, at 10:00 a.m., on Tuesday, March 3, 2009. Duplicated communication If your shareholdings are registered under more than one name or address, multiple mailings will result. To eliminate this duplication, please write to the transfer agent to combine the accounts. Website For information relating to Scotiabank and its services, visit us at our website: http://www.scotiabank.com/. Conference call and Web broadcast The quarterly results conference call will take place on May 27, 2008, at 2:00 p.m. EDT and is expected to last approximately one hour. Interested parties are invited to access the call live, in listen-only mode, by telephone, toll-free, at 1-800-733-7571 (please call five to 15 minutes in advance). In addition, an audio webcast, with accompanying slide presentation, may be accessed via the Investor Relations page of http://www.scotiabank.com/. Following discussion of the results by Scotiabank executives, there will be a question and answer session. Listeners are invited to submit questions by e- mail to . A telephone replay of the conference call will be available from May 27, 2008, to June 12, 2008, by calling (416) 640-1917 and entering the identification code 21271285 followed by the number sign. The archived audio webcast will be available on the Bank's website for three months. ------------------------------------------------------------------------- Contact information Investors: Financial analysts, portfolio managers and other investors requiring financial information, please contact Investor Relations, Finance Department: Scotiabank Scotia Plaza, 44 King Street West Toronto, Ontario, Canada M5H 1H1 Telephone: (416) 866-5982 Fax: (416) 866-7867 E-mail: Media: For other information and for media enquiries, please contact the Public, Corporate and Government Affairs Department at the above address. Telephone: (416) 866-3925 Fax: (416) 866-4988 E-mail: Shareholders: For enquiries related to changes in share registration or address, dividend information, lost share certificates, estate transfers, or to advise of duplicate mailings, please contact the Bank's transfer agent: Computershare Trust Company of Canada 100 University Avenue, 9th Floor Toronto, Ontario, Canada M5J 2Y1 Telephone: 1-877-982-8767 Fax: 1-888-453-0330 E-mail: Co-Transfer Agent (U.S.A.) Computershare Trust Company N.A. 350 Indiana Street Golden, Colorado 80401 U.S.A. Telephone: 1-800-962-4284 For other shareholder enquiries, please contact the Finance Department: Scotiabank Scotia Plaza, 44 King Street West Toronto, Ontario, Canada M5H 1H1 Telephone: (416) 866-4790 Fax: (416) 866-4048 E-mail: Rapport trimestriel disponible en francais Le Rapport annuel et les etats financiers de la Banque sont publies en francais et en anglais et distribues aux actionnaires dans la version de leur choix. Si vous preferez que la documentation vous concernant vous soit adressee en francais, veuillez en informer Relations publiques,Affaires de la societe et Affaires gouvernementales, La Banque de Nouvelle-Ecosse, Scotia Plaza, 44, rue King Ouest,Toronto (Ontario), Canada M5H 1H1, en joignant, si possible, l'etiquette d'adresse, afin que nous puissions prendre note du changement. The Bank of Nova Scotia is incorporated in Canada with limited liability. DATASOURCE: Scotiabank - Financial Releases CONTACT: PRNewswire - - 05/27/2008

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