As filed with the Securities and Exchange Commission on November 13, 2007

 

Registration No. 333-      

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

 

Form F-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

 

 

 

 

The Toronto-Dominion Bank

(Exact name of registrant as specified in its charter)

 

 

Toronto Dominion Centre, Toronto, Ontario, M5K 1A2, (416) 982-8222
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

 

 

 

Brendan O’Halloran

The Toronto-Dominion Bank

New York Branch

31 West 52nd Street

New York, NY 10019-6101

(212) 827-7000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

 

 

With copies to:

 

 

 

 

 

Approximate date of commencement of proposed sale to the public:  As soon as practicable after the effective date of this Registration Statement.

 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

 

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

 

CALCULATION OF REGISTRATION FEE

 

 

 

 

 

 

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this registration statement shall become effective on such date as the Commission, acting pursuant to Section 8(a), may determine.

 

 

 

PRELIMINARY DRAFT DATED NOVEMBER 13, 2007, SUBJECT TO COMPLETION

 

 

 

 

PROPOSED MERGER TRANSACTION — YOUR VOTE IS VERY IMPORTANT

 

Commerce Bancorp, Inc., or Commerce, entered into a merger agreement with The Toronto-Dominion Bank, or TD, which provides for TD to acquire Commerce. If the merger is completed, you will receive $10.50 in cash and 0.4142 TD common shares (plus cash in lieu of any fractional share interests) for each share of Commerce common stock you hold immediately prior to the completion of the merger. Based on the closing price of TD common shares on October 1, 2007, the last trading day before public announcement of the merger, the merger consideration represented $42.37 in value for each share of Commerce common stock. Based on the closing price of TD common shares on      , the last practicable date before the date of this document, the merger consideration represented $       in value for each share of Commerce common stock. The exchange ratio of 0.4142 TD common shares is fixed and will only be adjusted in limited circumstances. The exchange ratio will not be adjusted to reflect changes in the stock price of Commerce or TD. The dollar value of the stock consideration Commerce shareholders receive will change depending on changes in the market price of TD common shares and will not be known at the time you vote on the merger. TD’s common shares and Commerce’s common stock are listed on the New York Stock Exchange under the symbols “TD” and “CBH”, respectively, and TD’s common shares are also listed on the Toronto Stock Exchange under the symbol “TD”. You should obtain current market quotations for both securities. The merger will be a taxable transaction for Commerce shareholders for United States federal income tax purposes.

 

At Commerce’s special meeting of its shareholders, you will have the opportunity to vote on the approval of the plan of merger contained in the Agreement and Plan of Merger, or merger agreement, dated as of October 2, 2007, among Commerce, TD and Cardinal Merger Co., a wholly-owned subsidiary of TD. The special meeting of Commerce shareholders will be held at Commerce University, 4140 Church Road, Mt. Laurel, New Jersey, on       , at       , local time, to vote on the approval of the plan of merger. Our board of directors unanimously recommends that you vote “FOR” the approval of the plan of merger.

 

Based on the current number of shares of Commerce common stock outstanding and reserved for issuance under employee benefit plans and other arrangements, TD expects to issue approximately 88.2 million shares of common stock to Commerce shareholders upon completion of the merger. However, any increase or decrease in the number of shares of Commerce common stock outstanding that occurs for any reason prior to completion of the merger would cause the actual number of TD common shares issued in the merger to change.

 

Your Vote Is Very Important. Approval of the plan of merger contained in the merger agreement requires the affirmative vote of a majority of the votes cast at the Commerce special meeting. Whether or not you plan to attend the special meeting, please take the time to vote by completing and mailing the enclosed proxy card to us. If your shares are held in “street name,” you must instruct your broker in order to vote.

 

This proxy statement/prospectus contains detailed information about the special meeting, the proposed merger, documents related to the merger and other related matters, and we urge you to read it carefully, including the section entitled “Risk Factors” beginning on page 22.

 

We appreciate your continued support.

 

Sincerely,

 

Dennis M. DiFlorio

Chairman of Commerce Bank, N.A.

 

NEITHER THE SECURITIES AND EXCHANGE COMMISSION, OR SEC, NOR ANY U.S. STATE OR CANADIAN PROVINCIAL OR TERRITORIAL SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE SECURITIES TO BE ISSUED IN CONNECTION WITH THE MERGER OR DETERMINED IF THIS PROXY STATEMENT/PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

 

The securities to be issued in the merger are not savings or deposit accounts and are not insured by the Federal Deposit Insurance Corporation, the Canada Deposit Insurance Corporation or any other governmental agency.

 

The date of this proxy statement/prospectus is       , and it is first being mailed or otherwise delivered to Commerce shareholders on or about       .

REFERENCES TO ADDITIONAL INFORMATION

 

This proxy statement/prospectus incorporates important business and financial information about Commerce and TD from documents that are not included in or delivered with this proxy statement/prospectus. This information is available to you without charge upon your written or oral request. You can obtain documents related to Commerce and TD that are incorporated by reference in this proxy statement/prospectus, other than certain exhibits to the documents, without charge, by requesting them in writing or by telephone from the appropriate company.

 

 

In addition, if you have questions about the merger or the special meeting, need additional copies of this document or need to obtain proxy cards or other information related to the proxy solicitation, you may contact the appropriate contact listed below. You will not be charged for any of these documents that you request.

 

Morrow & Co., LLC

470 West Avenue

Stamford, CT 06902

Toll free telephone: (800) 573-4370

Brokers and banks, please call: (203) 658-9400

commercebank.info@morrowco.com

 

In order to receive timely delivery of requested documents in advance of the special meeting, you should make your request no later than            .

 

See “Where You Can Find More Information” beginning on page 108.

 

COMMERCE BANCORP, INC.

 

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON      , 2007

 

To the Shareholders of Commerce Bancorp, Inc.:

 

We will hold a special meeting of shareholders at      , local time, on       at Commerce University, 4140 Church Road, Mt. Laurel, New Jersey to consider and vote upon the following matters:

 

 

The close of business on        has been fixed as the record date for determining those Commerce shareholders entitled to notice of, and to vote at, the special meeting and any adjournments or postponements of the special meeting. Only Commerce shareholders of record at the close of business on that date are entitled to notice of, and to vote at, the special meeting and any adjournments or postponements of the special meeting. Approval of the two proposals described above requires the affirmative vote of a majority of the votes cast at the special meeting by Commerce shareholders. If you wish to attend the special meeting and your shares are held in the name of a broker, trust, bank or other nominee, you must bring with you a proxy or letter from the broker, trustee, bank or other nominee to confirm your beneficial ownership.

 

By order of the Board of Directors,

 

C. Edward Jordan, Jr.

Secretary

 

     , 2007

 

 

 

TABLE OF CONTENTS

 

	•	0.4142 TD common shares; and
	•	$10.50 in cash.

	•	414 TD common shares;
	•	$10,500 in cash; and
	•	for the fractional TD common share, cash in U.S. dollars equal to 0.2 (the remaining fractional interest in a TD common share) multiplied by the average of the daily volume weighted averages of a TD common share on the Toronto Stock Exchange for the five trading days immediately preceding the date of completion of the merger, as such price is converted from Canadian dollars into U.S. dollars.

Commerce

Common Stock

Pro Forma Equivalent

TD

Commerce

(including the

Common Shares

Common Stock

$10.50 cash portion)

October 1, 2007

U.S. $

76.94

U.S. $

39.74

U.S. $

42.37

, 2007

	•	to approve the plan of merger contained in the merger agreement; and
	•	to approve the adjournment or postponement of the special meeting, if necessary or appropriate, including to solicit additional proxies.

	•	receipt of the required approval by the Commerce shareholders of the plan of merger;
	•	approval for the listing on the New York Stock Exchange and the Toronto Stock Exchange of the TD common shares to be issued in the merger;
	•	receipt of required regulatory approvals and the absence of any injunction or other legal prohibition or restraint against the merger; and
	•	the registration statement on Form F-4, which includes this proxy statement/prospectus, filed by TD with the SEC must have been declared effective by the SEC and no stop order suspending the effectiveness of the Form F-4 shall have been issued and no proceedings for that purpose shall have been initiated by the SEC and not withdrawn.

	•	the accuracy of the representations and warranties of Commerce as of the closing date of the merger, other than, in most cases, those failures to be true and correct that would not reasonably be expected to result in a material adverse effect on Commerce;
	•	performance in all material respects by Commerce of the obligations required to be performed by it at or prior to the effective time of the merger; and
	•	there being no action taken, or applicable legal or regulatory restriction or condition that would be reasonably likely to have a material adverse effect on Commerce or TD or which would result in an adverse impact on TD’s status as a “financial holding company” under the Bank Holding Company Act of 1956, as amended, or BHC Act (in the case of the condition related to TD’s financial holding company status, if such action is due to any fact or condition relating to Commerce).

	•	the accuracy of the representations and warranties of TD as of the closing date of the merger, other than, in most cases, those failures to be true and correct that would not reasonably be expected to result in a material adverse effect on TD; and

	•	performance in all material respects by TD of the obligations required to be performed by it at or prior to the effective time of the merger.

	•	by mutual written consent of TD and Commerce; or
	•	by either TD or Commerce if:

	—	any governmental entity which must grant a required regulatory approval has denied approval of the merger and this denial has become final and nonappealable or a governmental entity has issued a final nonappealable order prohibiting the consummation of the merger;
	—	the merger has not been completed by July 31, 2008, but neither TD nor Commerce may terminate the merger agreement for this reason if its breach of any obligation under the merger agreement has resulted in the failure of the merger to occur by that date;
	—	there is a breach by the other party of the merger agreement which would prevent satisfaction of a closing condition and the breach is not cured prior to 30 days after receipt of written notice of the breach or the breach cannot, by its nature, be cured prior to closing, but neither TD nor Commerce may terminate the merger agreement for this reason if it itself is then in material breach of the merger agreement; or
	—	the shareholders of Commerce fail to approve the plan of merger at the Commerce special meeting; or

	•	by TD if:

	—	the board of directors of Commerce has failed to recommend the merger and the approval of the plan of merger by the shareholders of Commerce or withdrawn, amended or modified in any manner adverse to TD its recommendation, or if Commerce has materially breached its obligations under the “no solicitation” covenant of the merger agreement, or failed to call, give notice of, convene or hold a special meeting of shareholders to vote on approval of the plan of merger; or
	—	a tender offer or exchange offer for 20% or more of the outstanding shares of Commerce common stock has commenced (other than by TD), and the board of directors of Commerce recommends that the shareholders of Commerce tender their shares in such tender or exchange offer or otherwise fails to recommend that its shareholders reject such tender offer or exchange offer within ten business days.

Q:	What am I being asked to vote on?

A:

TD and Commerce have entered into a merger agreement pursuant to which TD has agreed to acquire Commerce. You are being asked to vote to approve the plan of merger contained in the merger agreement. Under the terms of the merger agreement, Cardinal Merger Co. will merge with and into Commerce, with Commerce continuing as the surviving corporation and a wholly-owned subsidiary of TD. In addition, you are also being asked to vote to approve a proposal to adjourn the special meeting if necessary or appropriate, including to permit further solicitation of proxies if there are not sufficient votes at the time of the special meeting to approve the plan of merger.

Q:	What will I receive if the merger is completed?

A:	Each Commerce shareholder of record will receive, in exchange for each share of Commerce common stock owned by such shareholder immediately prior to the merger, the following:

	•	0.4142 TD common shares (with cash being paid in lieu of the issuance of fractional shares); and

	•	$10.50 in cash.

Q:	Can the number of TD common shares to be issued in the merger for each share of Commerce common stock change between now and the time the merger is completed based on changes in the trading price of TD common shares?

A:

No. The exchange ratio is a fixed ratio, which means that it will not be adjusted if the trading price of TD common shares or Commerce common stock changes between now and the time the merger is completed. Therefore, the market value of TD common shares you will receive in the merger will depend on the price of TD common shares at the time the shares are issued. See “Risk Factors” beginning on page 22.

Q:	When and where is the Commerce special meeting?

A:	The Commerce special meeting will take place on            . The time and location of the meeting are specified on the cover page of this proxy statement/prospectus.

Q:	Who can vote at the special meeting?

A:	Holders of Commerce common stock as of the close of business on the record date of              are entitled to vote at the special meeting. Beneficial owners as of the record date should receive instructions from their bank, broker or other nominee describing how to vote their shares.

Q:	What vote of Commerce shareholders is required in connection with the merger?

A:	The affirmative vote of a majority of the votes cast by the shareholders of Commerce common stock at the special meeting is required to approve the plan of merger.

Q:	What happens if I do not indicate my preference for or against approval of the merger agreement?

A:	If you submit a proxy without specifying the manner in which you would like your shares to be voted, your shares will be voted “FOR” approval of the plan of merger.

Q:	What happens if I do not vote at all?

A:

If you do not vote your shares with respect to the proposal to approve the plan of merger, it will have no effect on the outcome of the proposal. However, if the proposal to approve the plan of merger receives the required approval of Commerce’s shareholders and the merger is completed, your Commerce shares will be converted into the right to receive the merger consideration even though you did not vote. Additionally, if you do not vote

Q:	What do I need to do now?

A:

After carefully reading and considering the information contained in this document, please submit your proxy by telephone or via the Internet in accordance with the instructions set forth in the enclosed proxy card, or fill out, sign and date the proxy card and then mail your signed proxy card in the enclosed prepaid envelope, as soon as possible so that your shares may be voted at the special meeting. See “The Special Meeting” beginning on page 28.

Q:	If my shares are held in “street name” by my bank, broker or other nominee, will my bank, broker or other nominee vote my shares for me?

A:

You should instruct your bank, broker or other nominee to vote your shares. If you do not instruct your nominee, your nominee will not be able to vote your shares. Please check with your nominee and follow the voting procedures your nominee provides. Your nominee will advise you whether you may submit voting instructions by telephone or via the Internet. See “The Special Meeting — Record Date and Quorum” beginning on page 29.

Q:	If my shares are held in the Commerce 401(k) Plan, what should I do?

A:

If you are a participant in the Commerce Bancorp, Inc. 401(k) Retirement Plan, you may give voting instructions for any Commerce shares held in your account to Registrar and Transfer Company, Commerce’s transfer agent, by completing and returning a voting instruction ballot distributed to plan participants along with this proxy statement/prospectus, or by telephone or via the Internet as described on your ballot. Commerce’s transfer agent will certify the total votes cast by plan participants for and against approval of the plan of merger to the trustee for the plan, for the purpose of having those shares voted in accordance with your instructions.

Q:	When do you expect the merger to be completed?

A:

We currently expect to complete the merger in March or April 2008. However, we cannot assure you when or if the merger will be completed. Among other things, we must first obtain the approval of the plan of merger by Commerce shareholders at the special meeting and the necessary regulatory approvals. See “The Merger — Regulatory Matters Related to the Merger and Stock Exchange Listings” beginning on page 61.

Q:	What are the material federal income tax consequences of the merger to Commerce shareholders?

A:

For a U.S. holder (as defined in “The Merger — Material United States Federal Income Tax Consequences” beginning on page 56), the merger will be treated for United States federal income tax purposes as a taxable sale by such holder of the shares of Commerce common stock that such holder surrenders in the merger. The material United States federal income tax consequences of the merger to U.S. holders are as follows:

	•	A U.S. holder will recognize gain or loss equal to the difference between (1) the sum of the cash consideration (including any cash received in lieu of fractional shares) and the fair market value of the TD common shares received in the merger and (2) such holder’s adjusted tax basis in the shares of Commerce common stock surrendered in the merger for TD common shares and cash;
	•	A U.S. holder’s aggregate tax basis in the TD common shares that such holder receives in the merger will equal the fair market value of such common shares at the time the merger is completed; and
	•	A U.S. holder’s holding period for the TD common shares that such holder receives in the merger should generally begin on the day after the completion of the merger.

Q:	May I change my vote after I have submitted a proxy?

A:	Yes. If you have not voted through your bank, broker or other nominee there are three ways you can change your vote after you have submitted your proxy (whether by mail, telephone or the Internet):

	•	First, you may send a written notice to the corporate secretary of Commerce at the address below, stating that you would like to revoke your proxy.

	•	Second, you may complete and submit a new proxy card or vote again by telephone or the Internet. Your latest vote actually received by Commerce before the special meeting will be counted, and any earlier votes will be revoked.
	•	Third, you may attend the special meeting and vote in person. Any earlier proxy will thereby be revoked. However, simply attending the meeting without voting will not revoke an earlier proxy you may have given.

Q:	If I want to attend the special meeting, what do I do?

A:

You should come to Commerce University, 4140 Church Road, Mt. Laurel, New Jersey, at      , local time, on      . If you hold your shares in “street name”, you will need to bring proof of ownership (by means of a recent brokerage statement, letter from your bank or broker or similar means) to be admitted to the meeting. Shareholders of record as of the record date for the special meeting can vote in person at the special meeting. If your shares are held in “street name”, then you are not the shareholder of record and you must ask your bank, broker or other nominee how you can vote at the special meeting.

Q:	Should I send in my stock certificates now?

A:	No. After we complete the merger, you will receive written instructions for exchanging your Commerce stock certificates for TD common shares and the cash merger consideration. Please do not send in your Commerce stock certificates with your proxy card.

Q:	What if I cannot find my stock certificates?

A:

There will be a procedure for you to receive the merger consideration in the merger, even if you have lost one or more of your Commerce stock certificates. This procedure, however, may take time to complete. In order to ensure that you will be able to receive the merger consideration promptly after the merger is completed, if you cannot locate your Commerce stock certificates after looking for them carefully, we urge you to contact Commerce’s transfer agent, Registrar and Transfer Company, as soon as possible and follow the procedure they explain to you for replacing your Commerce stock certificates. Registrar and Transfer Company can be reached at (866) 465-2630 or on their website at http://www.rtco.com, or you can write to it at the following address:

Q:	Are there risks I should consider in deciding whether to vote for the plan of merger?

A:	Yes. We have set forth a non-exhaustive list of risk factors that you should consider carefully in connection with the merger in the section entitled “Risk Factors” beginning on page 22.

Q:	Can I dissent and require appraisal of my shares?

A:	No. Under the NJBCA, Commerce’s shareholders are not entitled to appraisal rights in connection with the merger. See “The Merger — No Dissenters’ Rights of Appraisal” beginning on page 64.

Q:	Who can help answer my additional questions about the merger or voting procedures?

A:	If you have questions about the merger, you should contact:

		As at and for								As at and for								As at and for
		the Nine Months Ended								the Six Months Ended								the Year Ended
		July 31, 2007								April 30, 2007								October 31, 2006
		(C$)				(U.S.$)(1)				(C$)				(U.S.$)(2)				(C$)				(U.S.$)(3)
Basic Earnings Per Share:
TD historical (Canadian GAAP)		C$	4.02			U.S.$	3.58			C$	2.49			U.S.$	2.16			C$	6.39			U.S.$	5.64
TD historical (U.S. GAAP)(6)			—				—				2.49				2.16				6.36				5.61
TD pro forma combined (Canadian GAAP)(4)			3.60				3.20				2.35				2.04				5.92				5.23
TD pro forma combined (U.S. GAAP)(4)(6)			—				—				2.35				2.04				5.89				5.20
Diluted Earnings Per Share:
TD historical (Canadian GAAP)			3.98				3.54				2.46				2.13				6.34				5.60
TD historical (U.S. GAAP)(6)			—				—				2.46				2.13				6.31				5.57
TD pro forma combined (Canadian GAAP)(4)			3.57				3.18				2.33				2.02				5.88				5.19
TD pro forma combined (U.S. GAAP)(4)(6)			—				—				2.33				2.02				5.85				5.16
Dividends Per Share:
TD historical and pro forma(5)			1.54				1.38				1.01				0.89				1.78				1.58
Book Value Per Share at Period End:
TD historical (Canadian GAAP)			28.65				26.89				29.66				26.80				26.77				23.84
TD historical (U.S. GAAP)(6)			—				—				29.37				26.54				27.14				24.17
TD pro forma combined (Canadian GAAP)(4)			33.52				31.46				34.59				31.25				32.00				28.49
TD pro forma combined (U.S. GAAP)(4)(6)			—				—				34.33				31.02				32.33				28.79

(1)		TD historical and pro forma combined amounts (except with respect to book value per share at period end) have been converted into U.S. dollars based on the average U.S. dollar/Canadian dollar exchange rate during the nine months ended July 31, 2007 of 1.1238. The average exchange rate is calculated as the average of the noon buying rate on the last day of each month during the period. The TD historical and pro forma combined book value per share at period end has been converted into U.S. dollars using the U.S. dollar/Canadian dollar exchange rate

		as at July 31, 2007 of 1.0656. TD historical and pro forma dividend amounts have been converted into U.S. dollars based on the noon exchange rate on each dividend payment date as reported by the Federal Reserve Bank in the City of New York.

(2)		TD historical and pro forma combined amounts (except with respect to book value per share at period end) have been converted into U.S. dollars based on the average U.S. dollar/Canadian dollar exchange rate during the six months ended April 30, 2007 of 1.1526. The average exchange rate is calculated as the average of the noon buying rate on the last day of each month during the period. The TD historical and pro forma combined book value per share at period end has been converted into U.S. dollars using the U.S. dollar/Canadian dollar exchange rate as at April 30, 2007 of 1.1068. TD historical and pro forma dividend amounts have been converted into U.S. dollars based on the noon exchange rate on each dividend payment date as reported by the Federal Reserve Bank in the City of New York.
(3)		TD historical and pro forma combined amounts (except with respect to book value per share at period end) have been converted into U.S. dollars based on the average U.S. dollar/Canadian dollar exchange rate during the year ended October 31, 2006 of 1.1329. The average exchange rate is calculated as the average of the noon buying rate on the last day of each month during the period. The TD historical and pro forma combined book value per share at period end has been converted into U.S. dollars using the U.S. dollar/Canadian dollar exchange rate as at October 31, 2006 of 1.1231. TD historical and pro forma dividend amounts have been converted into U.S. dollars based on the exchange rate used on each dividend payment date as reported by the Federal Reserve Bank in the City of New York.
(4)		Pro forma combined amounts are calculated by adding together the historical amounts reported by TD and Commerce based on each entity’s respective 2006 fiscal year and applicable 2007 nine month and six month interim period, as adjusted for (i) estimated purchase accounting adjustments to be recorded in connection with the merger (consisting of fair value adjustments for assets acquired and liabilities assumed and adjustments for intangible assets established, and the resulting amortization/accretion of these adjustments over appropriate future periods) and (ii) the estimated number of TD common shares to be issued as of September 30, 2007, in connection with the merger based on the terms of the merger agreement. The pro forma adjustments assume completion of the transaction as at the beginning of the period indicated.
(5)		It is anticipated that the initial dividend rate will be equal to the current dividend rate of TD. Accordingly, pro forma combined dividends per TD common share represent the historical dividends per common share paid by TD.
(6)		In accordance with the Canada-U.S. Multijurisdictional Disclosure System, or MJDS, TD is required to prepare and publish Canadian/U.S. GAAP reconciliations on a semi-annual basis, and therefore, a reconciliation for the nine months ended July 31, 2007 has not been filed with the SEC.

		As at and for				As at and for				As at and for
		the Nine Months Ended				the Six Months Ended				the Year Ended
		September 30, 2007				June 30, 2007				December 31, 2006
		(U.S.$)				(U.S.$)				(U.S.$)
Basic Earnings Per Share:
Commerce historical		$	0.56			$	0.81			$	1.62
Commerce pro forma equivalent (Canadian GAAP)			1.33				0.84				2.16
Commerce pro forma equivalent (US GAAP)			—				0.84				2.15
Diluted Earnings Per Share:
Commerce historical			0.54				0.79				1.55
Commerce pro forma equivalent (Canadian GAAP)			1.32				0.84				2.15
Commerce pro forma equivalent (US GAAP)			—				0.84				2.14
Dividends Per Share:
Commerce historical			0.39				0.26				0.49
Commerce pro forma equivalent			0.57				0.37				0.65
Book Value Per Share at Period End:
Commerce historical			15.17				15.05				14.86
Commerce pro forma equivalent (Canadian GAAP)			13.03				12.94				11.80
Commerce pro forma equivalent (US GAAP)			—				12.85				11.92

		The New York Stock Exchange (U.S.$)																The Toronto Stock Exchange (C$)
		Commerce Common Stock								TD Common Shares								TD Common Shares
		High				Low				High				Low				High				Low
2002
Annual		$	25.25			$	18.05			$	28.60			$	15.77			$	45.03			$	25.17
2003
Annual			26.74				18.12				33.76				20.50				44.78				31.20
2004
Annual			33.83				23.35				41.69				31.16				50.10				42.54
2005
Annual			35.98				26.87				53.16				38.73				62.79				48.08
2006
Annual			41.20				31.20				60.57				49.52				70.21				55.62
First Quarter			37.16				31.86				58.07				51.49				66.85				60.20
Second Quarter			41.20				33.85				57.42				49.84				65.35				55.62
Third Quarter			37.59				31.20				60.26				49.52				66.93				56.00
Fourth Quarter			37.10				34.25				60.57				55.31				70.21				62.80
2007
First Quarter			36.15				30.45				61.45				57.13				71.61				67.21
Second Quarter			37.68				31.32				70.26				59.43				74.89				66.55
Third Quarter			39.62				32.17				77.63				59.43				77.10				64.02
Fourth Quarter (through October 31, 2007)			41.00				38.29				77.08				69.65				76.50				67.65

																		The Toronto
		The New York Stock Exchange (U.S.$)																Stock Exchange (C$)
		Commerce Common Stock								TD Common Shares								TD Common Shares
		High				Low				High				Low				High				Low
May 2007		$	35.55			$	33.54			$	70.00			$	60.03			$	74.89			$	66.55
June 2007			37.68				32.41				70.26				66.73				74.53				71.51
July 2007			39.13				33.41				70.65				63.70				73.75				67.82
August 2007			38.10				32.17				68.90				59.43				72.50				64.02
September 2007			39.62				36.26				77.63				67.16				77.10				70.66
October 2007			41.00				38.29				77.08				69.65				76.50				67.75

										Commerce Common Stock
						Commerce				Pro Forma Equivalent
		TD Common				Common				(including the
		Shares (U.S.$)				Stock (U.S.$)				$10.50 cash portion) (U.S.$)
October 1, 2007		$	76.94			$	39.74			$	42.37
, 2007

		Declared Dividends
		TD				TD				Commerce
		(C$)(1)				(U.S.$)(1)(2)				(U.S.$)
Fiscal Year Ended
2002		$	1.12			$	0.71			$	0.3075
2003			1.16				0.82				0.3425
2004			1.36				1.04				0.395
2005			1.58				1.29				0.45
2006			1.78				1.58				0.49

(1)		Dividends declared during fiscal quarters ended January 31, April 30, July 31 and October 31.
(2)		TD dividends have been converted into U.S. dollars based on the exchange rate as reported by the Federal Reserve Bank in the City of New York on each dividend payment date.

		C$ per U.S.$1.00				U.S.$ per C$1.00
October 1, 2007 (the last trading day before public announcement of the merger)		C$	0.9929			U.S. $	1.0072
, 2007

		Average Rate(1)
		C$ per U.S.$1.00				U.S.$ per C$1.00
Year Ended October 31,
2002		C $	1.5718			U.S. $	0.6362
2003			1.4379				0.6955
2004			1.3147				0.7606
2005			1.2134				0.8241
2006			1.1329				0.8827

		Average Rate(1)
		C$ per U.S.$1.00				U.S.$ per C$1.00
Nine Months Ended July 31,
2006		C$	1.1389			U.S.$	0.8780
2007			1.1238				0.8898

		Average Rate(1)
		C$ per U.S.$1.00				U.S.$ per C$1.00
Six Months Ended April 30,
2006			1.1502				0.8694
2007			1.1526				0.8676

(1)		The average rate is calculated as the average of the noon buying rate as reported by the Federal Reserve Bank on the last day of each month during the period.

		High				Low
		(C$ per U.S.$1.00)
May 2007		C$	1.1136			C$	1.0701
June 2007			1.0727				1.0579
July 2007			1.0689				1.0372
August 2007			1.0754				1.0497
September 2007			1.0546				0.9959
October 2007			1.0002				0.9496

		Nine Months Ended								Six Months Ended								Fiscal
		July 31,								April 30,								Year Ended October 31,
		2007				2006				2007				2006				2006				2005				2004				2003				2002
		(C$ in millions, except per share data and ratios)
Operations Data:
Interest income			13,151				11,339				8,716				7,349				15,569				12,776				11,132				11,202				11,606
Interest expense			8,035				6,682				5,383				4,315				9,198				6,768				5,359	*			5,765	*			6,463	*
Net interest income			5,116				4,657				3,333				3,034				6,371				6,008				5,773	*			5,437	*			5,143	*
Provision for (recovery of) credit losses			506				239				335				130				409				55				(386	)			186				2,925
Net interest income after credit loss provision			4,610				4.418				2,998				2,904				5,962				5,953				6,159	*			5,251	*			2,218	*
Other income			5,529				5,153				3,639				3,488				6,733				5,889				4,883				4,424				4,929
Non-interest expenses			6,648				6,540				4,441				4,393				8,727				8,782				8,007				8,364				7,752
Dilution gain (net)			0				1,559				0				1,559				1,559				0				0				0				0
Net income (loss)			2,903				3,841				1,800				3,045				4,603				2,229				2,232	*			989	*			(160	)*
Net income (loss) (U.S. GAAP basis)(1)			—				3,836				1,819				3,049				4,618				2,144				1,881				1,162				(95	)
Preferred dividends			15				17				13				11				22				0				0	*			0	*			0	*
Net income (loss) applicable to common shares			2,888				3,824				1,787				3,034				4,581				2,229				2,232				989				(160	)
Net income (loss) applicable to common shares (U.S. GAAP basis)(1)			—				3,789				1,789				3,014				4,559				2,089				1,828				1,098				(165	)
Per Common Share:
Net income (basic)			4.02				5.34				2.49				4.25				6.39				3.22				3.41				1.52				(0.25	)
Net income (basic) (U.S. GAAP basis)(1)			—				5.29				2.49				4.22				6.36				3.02				2.79				1.69				(0.26	)
Net income (fully diluted)			3.98				5.30				2.46				4.21				6.34				3.20				3.39				1.51				(0.25	)
Net income (fully diluted) (U.S. GAAP basis)(1)			—				5.25				2.46				4.18				6.31				3.00				2.77				1.68				(0.26	)
Cash dividends declared(2)			1.54				1.30				1.01				0.86				1.78				1.58				1.36				1.16				1.12
Book value (period end)			28.65				26.36				29.66				26.24				26.77				22.29				19.31				17.64				17.91
Consolidated Balance Sheet (period end):
Total assets			403,890				385,845				396,734				388,596				392,914				365,210				311,027				273,532				278,040
Total assets (U.S. GAAP basis)(1)			—				393,147				403,097				395,574				400,616				371,746				317,494				283,439				289,565
Loans (net)			171,953				158,746				169,904				156,572				160,608				152,243				123,924				118,058				122,627
Deposits			267,736				255,787				270,162				252,991				260,907				246,981				206,893				182,880				189,190
Subordinated notes			10,005				6,915				9,210				7,748				6,900				5,138				5,644				5,887				4,343

		Nine Months Ended								Six Months Ended								Fiscal
		July 31,								April 30,								Year Ended October 31,
		2007				2006				2007				2006				2006				2005				2004				2003				2002
		(C$ in millions, except per share data and ratios)
Total shareholders’ equity			21,003				19,427				21,775				19,283				19,632				15,866				12,668				11,576				11,556
Common shares outstanding			718.3				720.8				719.9				718.8				717.4				711.8				655.9				656.3				645.4
Selected Ratios:
Return on total common equity			18.9				29.0				17.6				35.5				25.5				15.3				18.5				8.7				(1.3	)
Net impaired loans as a % of net loans (period end)			(0.4	)			(0.5	)			(0.5	)			(0.6	)			(0.5	)			(0.6	)			(0.5	)			(0.5	)			(0.7	)
Efficiency ratio(3)			62.5				57.5				63.7				54.5				59.5				73.8				75.1	*			84.8	*			77.0	*
Provision for credit losses as a % of net average loans			0.39				0.20				0.39				0.16				.25				.04				(.30	)			.15				2.24
Tangible common equity as a % of risk-weighted assets(4)(5)			7.1				9.1				7.0				9.0				9.1				7.4				9.0				6.9				5.1
Tier 1 capital to risk weighted assets(5)			10.2				12.1				9.8				12.1				12.0				10.1				12.6				10.5				8.1
Total capital to risk-weighted assets(5)			13.3				13.2				12.3				14.1				13.1				13.2				16.9				15.6				11.6
Common dividend payout ratio			38.4				24.3				40.7				20.3				27.9				49.3				39.9				76.2				0.0

*		In accordance with Canadian GAAP, TD adopted amendments to the accounting standard on financial instruments — disclosure and presentation on a retroactive basis with restatement of prior period comparatives. The amounts disclosed above reflect these amendments.
(1)		In accordance with MJDS, TD is required to prepare and publish Canadian/U.S. GAAP reconciliations on a semi-annual basis, and therefore, a reconciliation for the nine months ended July 31, 2007 has not been filed with the SEC.
(2)		Equivalent to U.S.$1.39 for the nine months ending July 31, 2007, U.S$1.16 for the nine months ending July 31, 2006, U.S$0.89 for the 6 months ending April 30, 2007, U.S.$0.77 for the six months ending April 30, 2006, U.S.$1.58 in fiscal 2006, U.S.$1.29 in fiscal 2005, U.S.$1.04 in fiscal 2004, U.S.$0.82 in fiscal 2003 and U.S.$0.71 in fiscal 2002, based on the noon exchange rates on each dividend payment date as reported by the Federal Reserve Bank in the City of New York.
(3)		Non-interest expenses, as a percentage of the sum of net interest income and other income.
(4)		Tangible common equity is shareholders’ equity and non-controlling interest less net intangible assets and goodwill.
(5)		Risk-weighted assets are determined in accordance with applicable Canadian bank regulations.

		Nine Months Ended								Six Months Ended
		September 30,								June 30,								Year Ended December 31,
		2007				2006				2007				2006				2006				2005				2004				2003				2002
		(U.S.$ in millions, except per share data and ratios)
Balance Sheet Data:
Total assets		$	49,994			$	43,304			$	48,176			$	43,436			$	45,272			$	38,466			$	30,502			$	22,712			$	16,404
Loans (net)			16,881				14,551				16,207				14,133				15,455				12,525				9,319				7,329				5,732
Securities available for sale			7,365				10,800				13,221				11,074				11,098				9,519				8,044				10,651				7,807
Securities held to maturity			14,441				14,246				14,586				14,416				14,885				13,005				10,464				2,490				763
Trading securities			7,310				93				77				91				106				143				169				170				326
Deposits			46,534				40,142				44,388				38,050				41,288				34,727				27,659				20,701				14,549
Long-term debt			—				—				—				—				—				—				200				200				200
Stockholders’ equity			2,938				2,715				2,893				2,526				2,801				2,309				1,666				1,277				918
Income Statement Data:
Net interest income		$	1,023			$	949			$	676			$	627			$	1,275			$	1,154			$	1,018			$	756			$	573
Provision for credit losses			49				24				23				14				34				19				39				32				33
Noninterest income			340				425				336				274				591				443				375				332				257
Noninterest expense			1,155				993				751				649				1,356				1,146				939				763				579
Income before income tax expense			159				357				239				238				476				431				415				293				218
Net income			107				236				155				157				299				283				273				194				145
Per Share Data:
Net income:
Basic		$	0.56			$	1.29			$	0.81			$	0.86			$	1.62			$	1.70			$	1.74			$	1.36			$	1.08
Diluted			0.54				1.23				0.79				0.82				1.55				1.61				1.63				1.29				1.01
Dividends declared			0.39				0.36				0.26				0.24				0.49				0.45				0.40				0.34				0.31
Book value			15.17				14.51				15.05				13.60				14.86				12.92				10.42				8.35				6.77
Average shares outstanding:
Basic			191				184				190				183				185				166				157				142				134
Diluted			198				193				197				192				194				179				173				157				149
Other Data:
Return on average assets			0.30	%			0.76	%			0.66	%			0.77	%			0.71	%			0.83	%			1.03	%			0.99	%			1.05	%
Return on average equity			4.89				12.61				10.72				12.92				11.65				14.90				18.78				18.81				18.50
Net interest margin(1)			3.21				3.39				3.25				3.46				3.35				3.77				4.28				4.36				4.69
Average loans to average deposits(1)			37.12				37.15				37.08				36.98				37.09				35.01				34.49				36.93				42.48
Dividend payout ratio			69.64				27.91				32.10				27.91				30.25				26.47				22.99				25.00				28.70
Stockholders’ equity to total assets			5.88				6.27				6.00				5.82				6.19				6.00				5.46				5.62				5.60
(1) Information with respect to interim periods has not previously been publicly disclosed.