Good afternoon and welcome to TD Bank Group's fourth quarter 2012 investor presentation. My name is Rudy Sankovic. I’m the Head of Investor Relations for the bank. We will begin today's presentation with remarks from W. Edmund Clark, the bank's CEO, after which Colleen Johnston, the bank's CFO, will present our fourth quarter operating results. Mark Chauvin, our Chief Risk Officer, will then offer comments on credit quality, after which we will entertain questions from those present in the room and from prequalified analysts and investors on the phone. Mike Pedersen, Group Head, Wealth, Insurance, and Corporate Shared Services will also discuss the acquisition of Epoch Investment Partners that we announced earlier today. After that we will entertain questions from those present in the room and from prequalified analysts and investors on the phone. Also present today to answer your questions are Tim Hockey, Group Head, Canadian Banking, Auto Finance and Credit Cards, Bharat Masrani, Group Head, US P&C Banking, and Bob Dorrance, Group Head, Wholesale Banking. Please turn to slide two. At this time, I would like to caution our listeners that this presentation contains forward-looking statements and there are risks that actual results could differ materially from what is discussed and that certain material factors or assumptions were applied in making these forward looking statements. Any forward-looking statements contained in this presentation represent the views of management and are presented for the purpose of assisting the bank's shareholders and analysts in understanding the bank's financial position, objectives, and priorities and anticipated financial performance. Forward looking statements may not be appropriate for other purposes. I would also like to remind listeners that the bank utilizes non-GAAP financial measures to arrive at adjusted results to assess each of its businesses and to measure overall bank performance. The bank believes that adjusted results provide the reader with a better understanding of how management views the bank’s performance. Additional information on items of note, the bank’s reported results and factors and assumptions related to forward looking information are all available in our 2012 MD&A available on TD.com. With that, let me turn the presentation over to Ed.

Thanks, Rudy, and thanks everyone for joining us this afternoon. Colleen is going to be up shortly to discuss our fourth quarter results, but let me start by sharing my thoughts on the year as a whole. Fiscal 2012 was a very strong year for TD with all of our businesses delivering positive earnings growth despite a number of headwinds. Total earnings for the bank were up by 10% and EPS grew 8%, in line with our 7% to 10% medium term objective. We also passed the $7 billion mark in earnings for the first time. We achieved these results by staying on strategy and doing what we said we were going to do. Our Canadian and U.S personal and commercial banking businesses recorded strong loan growth and deposit growth throughout the year, though personal loan volumes in Canada have moderated in recent quarters. We also continued to focus on growth opportunities we’ve identified in auto lending and credit cards. In particular we announced our agreement to acquire Target’s US credit card portfolio which we expect to close in the first half of next year upon receipt of regulatory approvals. This acquisition will help us meet two key objectives. It supports our strategy of optimizing our North American balance sheet and in fact will accelerate our progress on closing our loan deposit gap in the United States by a full year. It also significantly expands our North American credit card capabilities, building on last year’s MBNA acquisition. Our wealth business performed well in 2012, despite difficult markets. We maintained our leadership position in direct vesting. We grew our advice base business and gathered new assets at an impressive pace. Insurance had a disappointing finish to the year, given the additional reserves we took in relation to unfavorable developments in prior…

Thanks Ed, and good afternoon everyone. Let me take you through our results. Please turn to Slide 4 and I'll start with a brief review of the full year. 2012 total bank adjusted net income was $7.1 billion, an increase of 10% from last year and adjusted EPS was $7.42, up 8% year-over-year. Both results are new records for TD. Earnings growth was solidly within the Bank's 7% to 10% medium EPS growth objective, a good accomplishment given the many headwinds we faced this year. In total, our retail businesses delivered adjusted earnings of $6.2 billion, up 10% from 2011 and represented 88% of total Bank earnings. TD Canada Trust had a good year, delivering $3.4 billion in adjusted earnings, up 12% over 2011, driven by good volume growth, the acquisition of MBNA and higher fee income. Wealth and Insurance delivered good results, with earnings of $1.4 billion, up 4%. Higher fee based revenue in wealth and solid premium growth in insurance were partially offset by higher claims in insurance. U.S. P&C delivered a record year with over $1.4 billion in adjusted earnings U.S. dollars, up 10% as a result of strong loan and deposit volume growth and higher fee-based revenue, partially offset by higher expenses to support growth and the impacts of the Durbin amendment. This 10% earnings growth was achieved despite the fact that the Durbin amendment took 10% off the bottom line. Wholesale Banking had a good year with earnings up 8%, as stronger results in core businesses were partially offset by lower security gains. Adjusted operating leverage for 2012 was 2% and we finished the year with a strong Basel III pro forma common equity Tier 1 ratio of 8.2%. Overall, this was a strong year for TD. Please turn to Slide 5. Looking to the…

Thank you Colleen and good afternoon everyone. Please turn to Slide 14. As a reminder the debt securities classified as loans and the acquired credit impaired loan portfolios have been excluded from the credit slides. Setting aside one-time items which I will discuss in a minute, our Canadian credit quality remained strong while the U.S. portfolio continues to improve. There were three one-time items that have led to some noise this quarter. First, our Canadian personal results reflect an adjustment related to HELOC accounts. The impact of the adjustment is a $162 million increase in gross impaired loans and $22 million increase to PCL. With an average current loan to value of 53%, we expect ultimate losses on the newly impaired HELOC accounts to be minimal. Secondly, in line with recent guidance from U.S. regulators, a small portion of our performing U.S. personal loans have been reclassified to non-performing status. The change was made to reflect cases where a loan has been discharged through bankruptcy proceedings, but where our borrower continues to make payments. The regulatory guidance requires that we classify the loan as impaired and write it down to the value of its collateral, which is also consistent with accounting standards. The impact of the change was a $49 million increase to gross impaired loans and a $30 million increase to PCL. As these largely consist of longstanding loans that have always made their payments, we expect to recover a substantial portion of this account as the loans continue to pay down. Thirdly, in response to the devastation caused by super storm Sandy, we have taken a one-time provision of $54 million. This amount is not reflected in our credit slides, but is listed as an item of note in the supplemental information package. Early indications are that our customers are well insured and we think it's unlikely that this number will be exceeded. In conclusion, we do not consider these events to be an early indicator of future challenges in our credit portfolios. Now I'd like to turn the presentation over to Mike.

Thanks, Mark. We're on Slide 15. So let me begin by reiterating that TD's wealth strategy is focused on organic growth, primarily by targeting existing TD customers in both our Canadian and U.S. Retail and Commercial Banking businesses, but as Ed said, we have said since last year that we would be interested in acquiring an asset management firm with strong U.S. and global equities capabilities and Epoch provides us with deep global and U.S. equities expertise, which we think will be very important to our clients going forward. It's also highly complementary to TD's existing strengths in fixed income and Canadian securities. Epoch has grown their AUMs every year since their inception, including right through the financial crisis. They have an extremely experienced management team, a highly disciplined investment process and a proven track record of delivering strong risk-adjusted returns for their clients. So the strategic rationale for this culmination is simple. For TD, we immediately and significantly strengthen our U.S. Wealth business and we also broaden our offer for both retail and institutional clients in Canada. For Epoch, it strengthens an already strong business model, but maybe most importantly, we believe our cultures are strongly aligned. From a financial perspective, the deal will enable both businesses to grow faster. We expect the transaction to have minimal earnings impact in 2013 and to be accretive in 2014. We plan to fund the purchase with cash and we expect that they have minimal negative impact on our Basel III common equity Tier 1 capital ratio as well. So to sum up, we're extremely pleased with today's announcement. We believe it's great news for Epoch clients, for TD's clients and for our shareholders. Rudy?

Great. Thank you very much, Mike. We will now open it up for questions. To give everyone a chance to participate, please keep one question and then re-queue if we have time. For those participating in person, can I ask you to identify your name and firm before asking your question? And before ending the call today I will ask Ed to offer some final remarks. So why don’t we get started with questions from the room please? Go on.

John Reucassel, BMO Capital Markets John Reucassel – BMO Capital Markets: :

So you listen to me about as much as my kids I think. So I guess just to repeat this, I’ll start with and then I’ll try to pick up your points. I think the point that we’re making – always that we’ve made all along is we do not need to acquire banks in order to grow in the United States because we have such a powerful organic growth model and we’ve been growing branches, more than 40 new stores this year and we’ve had 88% deposit growth this year, 16% loan growth. You don’t take a machine like that and say, ‘boy you need to do something to get it kick-started.’ We’ve got a fantastic machine. So we don't need to do bank acquisitions. Second point is, we are not aware of any large bank that's for sale today. So, we are talking about a hypothetical situation, but if there has been so much media comment about it, that you have to sit there and say okay. I guess the question maybe we're hoisted on our own petard, we said clearly to the market what our focus was for 2012. I guess the question is perpetually that. So, for the next 10 years, we say, we'll never do a large deal and I think we say, we're going to get ourselves of that petard and say, clearly, if a large deal came up, it would be irresponsible to say no matter what price, no matter what our situation, we would absolutely never look at it. But what we are clearly saying is, large deals have a much higher threshold than any other deal because they involve a degree of complexity and you have to be practical. A large deal requires some financing, depending on the size of the…

Next question please. Thank you, John. Mike? Michael Goldberg – Desjardins Securities: Michael Goldberg, Desjardins Securities. Just want to follow-up on that question. I'm going to misbehave also and then I have my own question. You said Ed, that you have several criteria for anything big, including support from financial markets. How would you know in advance that you would have that support from financial markets if we didn't know what it was that you were planning to do or is there some other thing that you're getting at that would give you that indication that you'd have that support?

It's pretty sneaky to ride in on a question that I wasn't going to answer and then say, I'd like to ask one too, but I think the simple answer, no. There's nothing sneaky or complicated in this. I think, I believe that we have the best leader of a security dealer, certainly in Canada and one of the best in the world and I think Bob can tell me exactly what kind of deal and price the market would support or not that you don't have to go out and test the market to find that answer. I think the answer is fairly – will be fairly evident to us. Michael Goldberg – Desjardins Securities: Let me get to my original question, and it's about insurance and the weakness that you had this quarter. How much did higher claims, adverse development and these factors are in dollar terms actually impact the pre-tax contribution from insurance this quarter, and of that, how much of that was from claims; of that, how much of that was from adverse development; and what gives you confidence that there won't be further adverse development?

So, the way we think about the year is that insurance is a business with a fair bit of cyclicality. So, normalized earnings, as you heard, might have been around $600 million, so $150 million a quarter. This obviously hit us in the fourth quarter. You can see from the numbers that the full year impact of the adverse development compared to 2011 was about $131 million, and in terms of the quarter it was probably roughly two-thirds adverse development and one-third the weather-related events. There were four big storms in August. That’s more than we would normally expect. That included three big storms in August, sorry, and super storm Sandy in the last bit of the year. Michael Goldberg – Desjardins Securities: You're confusing me in talking about two-thirds from this and one-third from that. Can you just give it to me in dollar terms?

Well, we don't disclose the amount of the CATS and the severe weather events, so I'd rather not do that, but if you think about the fourth quarter and think about it in normalized earnings terms of say 150, think about the difference, two-thirds, the impact of adverse development, one-third the impact the severe weather events.

Anyone else in the room? So why don't we turn to the phones. Operator, could you start us off please?

Your next question comes from the line of Steve Theriault from Bank of America. Please go ahead. Steve Theriault – Bank of America Merrill Lynch: Thanks very much. Question for Mike Pedersen or maybe for Ed on Epoch. Can you talk a little bit about how autonomous you expect Epoch to remain from TDAM? Also how long do you have to keep parties at Epoch locked up for, so to speak? And can you tell me what the mix of AUM is at Epoch U.S. versus non-U.S.

On the question of autonomy, this is an extremely well-run business. It has been successful in growing, as I said, every year including through the crisis, extremely experienced management team. In these types of acquisitions what you're buying is the management team. So we expect them to continue to run the business as they have with the obvious caveat that they will do so within the framework of TD’s governance and risk paradigms. They will work very closely with TD Asset Management there are some synergies that we will be able to realize. For example, we have some third-party advisory mandates that we are going to be able to bring in-house. There are certain things that are being done inside TD Asset Management in Canada now that we will likely ultimately have Empire doing. So I think the answer is that we are going to try to interfere as little as possible with the obviously successful formula that Epoch has.

Just to underscore what Mike said, I think when you buy an asset like this you want to leave it alone. I think the one thing we will do is actually helping to grow more because there is business that we can send its way. But the key is that Epoch will stand as an entity and grow itself and I think it will just grow faster with the business that we can roll to it naturally.

Okay, thanks Steven. Why don’t we – next question please?

Your next question comes from Robert Sedran from CIBC. Please go ahead. Robert Sedran – CIBC: Hi there. Good afternoon. A question on the margin I guess in the U.S. I gather Target is going to materially change the guided range there, but without that you are at the low-end or even slightly below the low-end of your 350 to 375 range. So, given the structural challenges that they are on the margin, how can you be comfortable that this range is or this quarter is about as low as it get. Is there anything unusual in the quarter that may reverse going into next year?

Robert, as we have thought previously this number will be volatile. Once in a while we will breach the range that I had put out, but just to understand the dynamic of the business, on the deposit side for sure there is compression, zero rates in the U.S., but the offsetting side for us is that, as Ed talked about it earlier and Colleen mentioned as well, we’ve got a very good organic growth numbers for our loan business. We grew our loan 16% and that helps us on the margin side obviously, but I guess Robert you are asking to look forward. I think the key point here – and I know this is what probably people are thinking is what does this do, given the volatility in this number regarding the $1.6 billion target that we have set out there. I can tell you I’m continued to be committed to that target. I am comfortable with that target. When you look at Target acquisition, the portfolio will help us as well as our de novo strategies. You've seen the numbers we've delivered. We opened 41 stores. We plan to open 35 more next year. Colleen talked about the productivity agenda that applies to the U.S. as well. So overall, when I look at it, yes, there will be volatility in this number, but am I comfortable, am I committed to the target we've set out? Absolutely. So I think that's probably a wider perspective as to how you should look at this?

Mike?

Rudy, if I can just jump in. I failed to answer the second part of the previous question around retention of the team at Epoch. There are very strong retention mechanisms in place. We have five-year contracts in place for the most senior people in the organization and retention mechanisms for every single employee in the Company.

Thank you. Thanks Robert. Why don't we get to the next question please?

Your next question comes from Brad Smith from Stonecap Securities. Please go ahead. Brad Smith – Stonecap Securities: Thank you. I just had a quick question, I think in the MD&A around the U.S. Banking unit, there was some mention of securities gains in the quarter and of course when I look at the noninterest income, there's quite a significant increase in securities gains. Can you quantify that in the U.S. P&C Bank?

I don't think we have come out exactly what those numbers are on a regular basis. I don't think it would be appropriate for me to get and try and reconcile every dollar there, but I think the bigger perspective for you to understand, Brad on this is that, we do manage our balance sheet. You are well aware as to how we do that. Given the rate environment, our duration strategy requires us sometimes to trigger security gains, because that's how we manage our balance sheet, including how we tractor within our U.S. business. In addition, as you're probably aware, under Basel III there will be capital volatility because of the unrealized gains as to how they are treated under Basel III. So it also makes sense for us to make sure that these capital benefits we have do indeed become firm under Basel III. So there is an overall strategy here that we're following, and I think that's the best way to give you that perspective and we will continue to do so until this rate environment forces us there because that is part of our overall strategy to manage our U.S. balance sheet. Brad Smith – Stonecap Securities: Thanks Bharat. Just in the September 30 filing for the operating company, there was a $42 million securities gain. Would the amount in the segment be larger than that?

I can't comment on that. Maybe Colleen can help there.

Yeah. That's about the right number for the quarter, Brad. Brad Smith – Stonecap Securities: Thank you very much.

Thanks, Brad. Next question please.

Your next question comes from Peter Routledge from National Bank Financial. Please go ahead. Peter Routledge – National Bank Financial: A question for Ed. It's not about acquisitions, you’d be glad to know. But it's sort of the flipside of it. There was certainly some concern about acquisitions. It's reflected I think in that share price the last month or two. Why not go the other way? Why not announce 2% normal course issuer bid like some of your peers have done? Failing that, why not just stop the 1% discount? Outside a large transaction at some point in the future, why not actively try to keep share count level?

Yes, I think the simple answer, what I have said and I may well be that we are approaching the point where we'll have to solidify our capital strategy. I think we haven't yet heard what the DCIB charge is going to be, what the timeframe for implementing that is. So what we’ve basically said and as mentioned earlier, we haven't heard what the U.S. holding company rules are going to be otherwise I say we don't anticipate that it would have an impact on us. So I think at this point we've been in that capital accumulation mode and said we would address the issue after that once we did. I think the other thing is that, so far, we have been blessed where we can redeploy excess capital at well above our cost of equity. Many banks are not in that position and so buying back their shares is the only alternative that they have, but if you look at the MBNA deal, you look at the Target deal, if you look at those deals, those are spectacular deals for the shareholders. So you always have to sit there and say, if you happen to be strategically positioned where you can create economic profit for your shareholders, you'll always pause and say, well do I want to give it away and destroy value by buying at a lower return to the shareholders and taking advantage of these small opportunities that seem to be coming our way. Peter Routledge – National Bank Financial: Okay. Thanks.

Thanks Peter. Next question please.

Your next question comes from Gabriel Dechaine, Credit Suisse. Please go ahead. Gabriel Dechaine – Credit Suisse: Just a question on the Canadian margin. You’ve got the margin excluding MBNA down 3 basis points. Does that 3 basis points include any positive credit mark that was on the MBNA transaction? I mean I think it was about 4 or 5 basis points impact from that this quarter?

Yeah. This quarter it's about net neutral. The breakdown of the 3 basis points was call it, a little over third being the deposit margins, about a third of that being a reduction in the amount of real estate breakage costs and then the rest is sort of mix. Gabriel Dechaine – Credit Suisse: So when it says excluding MBNA, it also excludes any positive impact from the credit mark. Is that right?

True.

Yes. Gabriel Dechaine – Credit Suisse: Okay, I got you. Now like people ask you this every quarter basically, but what's your plan to stabilize the margin in 2013 or this quarter basically what we should expect?

Given I can't actually stabilize or increase the level of absolute interest rates. It's going to be a little difficult to stabilize margins, but that's I think our story in the past and going forward that we are impacted by the absolute low level and protracted low level of interest rate. Gabriel Dechaine – Credit Suisse: Okay. And then last one for Ed, just the big picture, loan growth in Canada is still pretty strong. If it does continue and then all housing prices have started to show some weakness, but if mortgage growth and consumer leverage keeps growing at a pretty healthy clip, what would the likelihood of Wall Street implementing the countercyclical buffer be? Do you have any thoughts on that?

Obviously this is dangerous territory, but I would be surprised at that. I think it's becoming quite clear that Canada is well in the lead of implementing Basel III versus all the other major jurisdictions in the world. I think if the housing market reheated up, then I think the government would say, is there other non-monetary policy rules that they could do to continue to tighten down on it. But I think right now, that's a question for a year from now, not for now. I think for now people are trying to step back and say what has been the impact of the rule changes and how much of that is flowing through and how much is still to flow through and I think there's going to no action for a while here, would be my view. Gabriel Dechaine – Credit Suisse: Okay. Thank you.

Thanks Gabriel. Next question please.

Your next question comes from Sumit Malhotra from Macquarie Capital. Please go ahead. Sumit Malhotra – Macquarie Capital Markets: Good afternoon. First for Colleen, just on your comment in your prepared remarks about the Canadian banking margin. Did you say the adjustment from Q4 to Q1 – sorry, not the adjustment, the decline would be 7 basis points, strictly on the reversal of the MBNA credit card?

So partially – I assume it on the fact that we will not have another credit mark in Q1 and partially then just ongoing margin compression, because obviously, starting next year, we'll be just publishing the margin on a basis including MBNA. So we just wanted to caution, so it wasn't a surprise when you came along to Q1 to see that you'll have both effects. Sumit Malhotra – Macquarie Capital Markets: That’s helpful. The aggregate decline would be seven and then from that level all else equal it would be in the range that Tim has talked about in previous quarters, which is something like 2 basis points a quarter, all else equal?

Yeah, that's right. I'll ask Tim to confirm, but yeah, that's exactly right.

Yeah. You got the math right. Sumit Malhotra – Macquarie Capital Markets: Okay, thank you. And then just over to U.S, the Bank has made references over the last couple of years since you did the FDIC and South Financial Group transactions about the accounting back and forth between – if I can call it that, between net interest income and PCL. This quarter, the 11 basis point decline, are you in a position to help us think through how much of that is what you would consider to be a core decline versus how much is accounting, because it certainly seems like in order for margin to get back into your range before the Target deal, you're counting on some of the accounting noise to go back in your favor, if that's the right way to put it.

Yeah, Sumit, it’s Colleen again. I'd say it's about half and half. About half of the decline was accounting related and half was core margin related and that they are largely due and this is a broader issue just around accretion generally which is not necessarily smooth on a quarter-to-quarter basis. So you will see a little bit of bumpiness because of that effect. Sumit Malhotra – Macquarie Capital Markets: And is it right to say that for margin to actually go up in this business, again prior to Target that you would need some of that to go the other way?

Again I think that will – it will over time that stabilizes. Needless to say I think that becomes more of a quarter-to-quarter issue and then I think we'd already reference the mix issue and Bharat had commented on that, with the expectation of continuing strong loan growth that the margins on the lending side are thicker than on the deposit side. So that should actually help us as well. And then Target, I'll provide some guidance as we get closer to close, because Target will actually have quite a significant impact on the margin, but I will help you walk through what that will do on a line-by-line basis so you can adjust your models. Sumit Malhotra – Macquarie Capital Markets: Thanks for your time.

Thanks Sumit. Next question please.

Your next question comes from Mario Mendonca from Canaccord Genuity. Please go ahead. Mario Mendonca – Canaccord Genuity: Just one quick question on expenses for Bharat in the U.S. On an adjusted basis, expenses were down fairly significantly year-over-year. Now what I'm having a little difficulty understanding is whether that's just a reflection of how high the expenses were last year, or if there was something more specific to what happened this quarter?

No, Mario. It's ongoing expense management. We have been on the productivity agenda for a while and we are within the numbers that Colleen talked about for the Group as to what you should expect from a year-over-year perspective. And to keep this in perspective, some of those numbers may seem higher in some quarters for the U.S. business, because we do have new stores and investments that we make. So that's why sometimes you do see those numbers jump around a lot and finally there was an adjustment year-over-year once we migrated to IFRS. That had some impact as well, but overall, I think the message I would leave on expenses is that we are part of the productivity agenda. Our numbers will be higher than what Colleen has pointed out because of the investments we are making in our plant, in new stores and other initiatives. Mario Mendonca – Canaccord Genuity: Thanks very much.

Thanks Mario. Next question please.

There are no further questions on the phone. Please continue.

Great. Thank you very much then and I will turn it over to Ed for some final remarks.

I just want just reiterate what I said at the start. I actually think it was a great year and I really do want to take the opportunity to thank our employees. I think what they managed to do is plow through a whole set of issues that came our way, a lot of headwinds that we had to deal, and produce great results, and I think it really underscores what a powerful underlying operating model that we have that we can overcome those headwinds. I want to thank all the shareholders for supporting us. I wish everybody the best of the season, and we look forward as a management team to continuing to perform in the interest of the shareholders in 2013.

Thanks Ed. And with that we will end the meeting and thank everybody for their time today. Thank you.

Ladies and gentlemen, this concludes the conference call.