Scotiabank reports first quarter earnings of $842 million and announces dividend of 49 cents per share

    First quarter financial measures compared to the same period a year ago:-   Earnings per share (diluted) of $0.80, compared to $0.82
    -   Net income of $842 million, versus $835 million
    -   Return on equity of 16.9%, compared to 18.3%
    -   Productivity ratio of 58.7%, versus 56.5%
    -   Quarterly dividend maintained at 49 cents per common share

    Year-to-date performance versus our 2009 financial and operational
    objectives was as follows:

    1.  Target: Earn a return on equity (ROE)(1) of 16 to 20%. For the three
        months Scotiabank earned an ROE of 16.9%.

    2.  Target: Generate growth in earnings per common share (diluted) of
        7 to 12%. Our year-over-year growth in earnings per share was
        negative 2%.

    3.  Target: Maintain a productivity ratio(1) of less than 58%.
        Scotiabank's ratio was 58.7% for the three months.

    4.  Target: Maintain strong capital ratios. At 9.5%, Scotiabank's Tier 1
        capital ratio remains strong by Canadian and international standards.

    -------------------
    (1) Refer to non-GAAP measures further below.HALIFAX, March 3 /CNW/ - Scotiabank recorded first quarter net income of
$842 million, up $7 million or 1% from the same period last year. Diluted
earnings per share (EPS) were $0.80 compared to $0.82 in the same period a
year earlier. Return on equity was 16.9% compared to 18.3% last year.
    "All three of our business lines delivered revenue growth through
increases in volumes, net interest and other income. The business lines
benefitted from broadly diversified revenues and a strong focus on risk and
expense management," said President and CEO Rick Waugh.
    "Unfortunately, the impact of unprecedented and volatile financial
markets offset this growth through higher funding and capital costs and
declines in the fair value of our securities portfolio. This environment will
present continuing challenges to achieving some of our growth objectives.
However, our solid core earnings, high level of profitability with a return on
equity of 16.9%, and our strong, increasing capital ratios, provide the
foundation to maintain our targets.
    "Canadian Banking continues to perform well in a competitive market. This
quarter's results benefitted from loan growth in mortgages and business
lending. Growth in total personal deposits from business initiatives and
acquisitions led to year-over-year gains in market share. Loan losses have
been manageable, but rose as expected in both the retail and commercial
portfolios compared to the same period last year due to deteriorating economic
conditions.
    "Results in International Banking reflect strong deposit and loan growth
in all regions, ongoing contributions from acquisitions - particularly in Peru
and Chile - and the positive impact of foreign currency translation. The
positive revenue growth was offset by increases in retail credit provisions in
Latin America.
    "Scotia Capital had record performances in its precious metals, fixed
income and investment banking businesses. The division also benefitted from
robust contributions from foreign exchange, higher loan growth and lending
revenues and low loan losses.
    "Our loan portfolios both in Canada and internationally are all
performing within our planned risk tolerances and targets.
    "Most importantly, Scotiabank's capital position not only remained strong
but improved over previous periods. In addition, our capital is of a high
quality relative to our global peers.
    "This strong combination of profitability and capital strength provides
sustainable support for our dividend, which we are maintaining at 49 cents per
share.
    "We are in good shape not only to weather this unprecedented storm, but
to come out in a very strong position, with the ability to capitalize on
growth opportunities relative to many of our global competitors."FINANCIAL HIGHLIGHTS

                                        As at and for the three months ended
    -------------------------------------------------------------------------
                                          January 31  October 31  January 31
    (Unaudited)                                 2009        2008        2008
    -------------------------------------------------------------------------
    Operating results ($ millions)
    Net interest income                        1,966       1,941       1,814
    Net interest income (TEB(1))               2,036       2,036       1,932
    Total revenue                              3,351       2,491       2,839
    Total revenue (TEB(1))                     3,421       2,586       2,957
    Provision for credit losses                  281         207         111
    Non-interest expenses                      2,010       1,944       1,669
    Provision for income taxes                   190           2         193
    Provision for income taxes (TEB(1))          260          97         311
    Net income                                   842         315         835
    Net income available to common
     shareholders                                805         283         814
    -------------------------------------------------------------------------
    Operating performance
    Basic earnings per share ($)                0.80        0.28        0.83
    Diluted earnings per share ($)              0.80        0.28        0.82
    Return on equity(1) (%)                     16.9         6.0        18.3
    Productivity ratio (%) (TEB(1))             58.7        75.2        56.5
    Net interest margin on total average
     assets (%) (TEB(1))                        1.53        1.68        1.79
    -------------------------------------------------------------------------
    Balance sheet information ($ millions)
    Cash resources and securities            131,380     125,353     130,893
    Loans and acceptances                    304,278     300,649     260,501
    Total assets                             509,829     507,625     449,422
    Deposits                                 346,570     346,580     316,797
    Preferred shares                           3,710       2,860       1,865
    Common shareholders' equity               19,103      18,782      18,128
    Assets under administration              191,826     203,147     195,155
    Assets under management                   34,264      36,745      31,704
    -------------------------------------------------------------------------
    Capital measures
    Tier 1 capital ratio (%)                     9.5         9.3         9.0
    Total capital ratio (%)                     11.4        11.1        10.2
    Tangible common equity to risk-weighted
     assets(1) (%)                               7.8         7.3         7.2
    Risk-weighted assets ($ millions)        239,660     250,591     234,876
    -------------------------------------------------------------------------
    Credit quality
    Net impaired loans(2) ($ millions)         1,602       1,191         689
    General allowance for credit losses
     ($ millions)                              1,323       1,323       1,298
    Net impaired loans as a % of loans and
     acceptances(2)                             0.53        0.40        0.26
    Specific provision for credit losses
     as a % of average loans and
     acceptances (annualized)                   0.37        0.29        0.18
    -------------------------------------------------------------------------
    Common share information
    Share price ($)
      High                                     40.68       51.55       54.00
      Low                                      27.35       35.25       43.10
      Close                                    29.67       40.19       48.19
    Shares outstanding (millions)
      Average - Basic                          1,001         990         985
      Average - Diluted                        1,003         994         992
      End of period                            1,012         992         985
    Dividends per share($)                      0.49        0.49        0.47
    Dividend yield (%)                           5.8         4.5         3.9
    Market capitalization ($ millions)        30,039      39,865      47,487
    Book value per common share($)             18.87       18.94       18.40
    Market value to book value multiple          1.6         2.1         2.6
    Price to earnings multiple (trailing
     4 quarters)                                 9.8        13.1        12.5
    -------------------------------------------------------------------------
    Other information
    Employees                                 69,451      69,049      62,002
    Branches and offices                       2,696       2,672       2,458
    -------------------------------------------------------------------------
    (1) Non-GAAP measure. Refer further below for a discussion of these
        measures.
    (2) Net impaired loans are impaired loans less the specific allowance
        for credit losses.


    ACHIEVEMENTS

    We are proud that during the most difficult part of the financial crisis,
Scotiabank was identified as one of the top 10 best performing banks in the
world, according to Oliver Wyman's annual shareholder performance index
ranking.

    Canadian Banking

    -   Scotiabank continued to enhance its suite of investment solutions:
        -  In November, we launched the Scotia Power Savings Account, a new
           high interest savings account.
        -  In January, ScotiaFunds introduced Scotia INNOVA Portfolios, a new
           fund-of-funds solution offering five optimized portfolios,
           designed for retail customers with at least $50,000 to invest.
        -  Scotiabank's launch of the new Tax Free Savings Account exceeded
           expectations. More than 157,000 new accounts were opened in the
           first month, with more than half of these accounts having an
           average balance of close to $4,300. The supporting $5,000-a-day
           giveaway contest generated more than 107,000 entries.
    -   With the November launch of Scotia Mortgage Authority, Scotiabank
        completed the successful integration of Maple Trust Company and
        Scotia Express Services. We are now No. 2 in the broker-originated
        mortgage market in Canada, with more than 35% of our total mortgage
        volume originating from this channel.
    -   In December, Scotiabank converted its one millionth account to
        paperless banking. In addition to reducing our environmental
        footprint, this initiative will reduce annual operating costs by more
        than $3 million.

    International Banking

    -   In February, Scotiabank announced the acquisition of an additional
        24% of Thanachart Bank, Thailand's eighth-largest bank and leading
        automobile lender, for approximately $270 million. We now own 49% of
        Thanachart, the regulatory limit for foreign banks in Thailand. This
        investment is a great opportunity for us to capitalize on the
        strength of the Thai market and on the strong relationship that we
        have already built with Thanachart.
    -   Scotiabank has been recognized by Global Finance magazine as Canada's
        Best Trade Finance Bank for 2009. This is the third time that the
        Bank has won this award for its wide range of trade-related services
        and excellent online systems for importers and exporters.
    -   We continue to expand our presence in complementary businesses such
        as insurance. For example, in December, Scotiabank's Central American
        automobile insurance joint venture began operations in El Salvador.
        The company, Qualitas Compania de Seguros, S.A., is a joint venture
        between Scotiabank and Mexico's largest auto insurer, Qualitas.

    Scotia Capital

    -   Scotia Capital was the sole bookrunner on a $2.3 billion treasury
        offering of common shares by Manulife Financial Corporation. The
        transaction consisted of a $1.2 billion public offering and a
        $1.1 billion private placement.
    -   Scotia Capital's Global Capital Markets division received recognition
        for the performance of two of its businesses:
        -  In fixed income, we were ranked No. 1 for Corporate Debt
           Underwriting (Canada) in Bloomberg's 2008 league tables.
        -  Our foreign exchange team has been ranked first among Canadian
           banks by Global Finance magazine for the fifth consecutive year.
    -   Our Global Corporate and Investment Banking division was also
        recognized in a number of areas:
        -  Scotia Waterous was ranked No. 1 in the world in 2008 according to
           Bloomberg for number of oil and gas M&A deals completed, and No. 2
           in the world by deal value.
        -  Scotia Capital ranked No. 1 for 2008 stock sales in Canada,
           excluding offerings by parent banks. The Globe and Mail has
           recognized Scotia Capital as "the real winner when it comes to
           what league tables are supposed to measure: the ability to bring
           in business from outside customers."Employee highlights

    Scotiabank celebrated its fifth year of recognition as one of Canada's 50
Best Employers. The prestigious annual list, based on a national survey of
employees conducted by Hewitt Associates and published in The Globe and Mail's
Report on Business Magazine, measures employee engagement and placed
Scotiabank 20th of 99 eligible organizations - once again the highest-ranked
bank. This reinforces our position as a global leader in promoting positive
work environments and recognizes Scotiabank as an employer of choice among
Canadians.

    Community involvement

    Scotiabank and Cricket Canada joined forces in January to launch the
Cricket Canada Scotiabank School Program (CCSSP). CCSSP is dedicated to
teaching and promoting the multinational game of cricket to elementary school
children across Canada. Scotiabank has a longstanding involvement with the
sport. We are the official bank of cricket in Canada and the West Indies.
Since 2000, we have provided training and material to more than 220,000
Caribbean schoolchildren through the Scotiabank Kiddy Cricket program.

    -------------------------------------------------------------------------

    MANAGEMENT'S DISCUSSION AND ANALYSIS

    Forward-looking statements

    Our public communications often include oral or written forward-looking
statements. Statements of this type are included in this document, and may be
included in other filings with Canadian securities regulators or the U.S.
Securities and Exchange Commission, or in other communications. All such
statements are made pursuant to the "safe harbour" provisions of the United
States Private Securities Litigation Reform Act of 1995 and any applicable
Canadian securities legislation. Forward-looking statements may include
comments with respect to the Bank's objectives, strategies to achieve those
objectives, expected financial results (including those in the area of risk
management), and the outlook for the Bank's businesses and for the Canadian,
United States and global economies. Such statements are typically identified
by words or phrases such as "believe," "expect," "anticipate," "intent,"
"estimate," "plan," "may increase," "may fluctuate," and similar expressions
of future or conditional verbs, such as "will," "should," "would" and "could."
    By their very nature, forward-looking statements involve numerous
assumptions, inherent risks and uncertainties, both general and specific, and
the risk that predictions and other forward-looking statements will not prove
to be accurate. Do not unduly rely on forward-looking statements, as a number
of important factors, many of which are beyond our control, could cause actual
results to differ materially from the estimates and intentions expressed in
such forward-looking statements. These factors include, but are not limited
to: the economic and financial conditions in Canada and globally; fluctuations
in interest rates and currency values; liquidity; significant market
volatility and interruptions; the failure of third parties to comply with
their obligations to us and our affiliates; the effect of changes in monetary
policy; legislative and regulatory developments in Canada and elsewhere,
including changes in tax laws; the effect of changes to our credit ratings;
operational and reputational risks; the risk that the Bank's risk management
models may not take into account all relevant factors; the accuracy and
completeness of information the Bank receives on customers and counterparties;
the timely development and introduction of new products and services in
receptive markets; the Bank's ability to expand existing distribution channels
and to develop and realize revenues from new distribution channels; the Bank's
ability to complete and integrate acquisitions and its other growth
strategies; changes in accounting policies and methods the Bank uses to report
its financial condition and the results of its operations, including
uncertainties associated with critical accounting assumptions and estimates;
the effect of applying future accounting changes; global capital markets
activity; the Bank's ability to attract and retain key executives; reliance on
third parties to provide components of the Bank's business infrastructure;
unexpected changes in consumer spending and saving habits; technological
developments; fraud by internal or external parties, including the use of new
technologies in unprecedented ways to defraud the Bank or its customers;
consolidation in the Canadian financial services sector; competition, both
from new entrants and established competitors; judicial and regulatory
proceedings; acts of God, such as earthquakes and hurricanes; the possible
impact of international conflicts and other developments, including terrorist
acts and war on terrorism; the effects of disease or illness on local,
national or international economies; disruptions to public infrastructure,
including transportation, communication, power and water; and the Bank's
anticipation of and success in managing the risks implied by the foregoing. A
substantial amount of the Bank's business involves making loans or otherwise
committing resources to specific companies, industries or countries.
Unforeseen events affecting such borrowers, industries or countries could have
a material adverse effect on the Bank's financial results, businesses,
financial condition or liquidity. These and other factors may cause the Bank's
actual performance to differ materially from that contemplated by forward-
looking statements. For more information, see the discussion starting on page
62 of the Bank's 2008 Annual Report.
    The preceding list of important factors is not exhaustive. When relying
on forward-looking statements to make decisions with respect to the Bank and
its securities, investors and others should carefully consider the preceding
factors, other uncertainties and potential events. The Bank does not undertake
to update any forward-looking statements, whether written or oral, that may be
made from time to time by or on its behalf.
    The "Outlook" sections in this document are based on the Bank's views and
the actual outcome is uncertain. Readers should consider the above-noted
factors when reviewing these sections.-------------------------------------------------------------------------

    Additional information relating to the Bank, including the Bank's Annual
Information Form, can be located on the SEDAR website at www.sedar.com and on
the EDGAR section of the SEC's website at www.sec.gov.

    2009 Objectives - Our Balanced Scorecard

    Financial

    -   Return on equity of 16-20%
    -   Diluted earnings per share growth of 7-12%
    -   Long-term shareholder value through increases in dividends and stock
        price appreciation

    Operational

    -   Productivity ratio of less than 58%
    -   Sound ratings
    -   Strong practices in corporate governance and compliance processes
    -   Maintain strong capital ratios

    Customer

    -   High levels of customer satisfaction and loyalty
    -   Deeper relationship with existing customers
    -   New customer acquisition

    People

    -   High levels of employee satisfaction and engagement
    -   Enhance diversity of workforce
    -   Commitment to corporate social responsibility and strong community
        involvement-------------------------------------------------------------------------

    Non-GAAP Measures

    The Bank uses a number of financial measures to assess its performance.
Some of these measures are not calculated in accordance with Generally
Accepted Accounting Principles (GAAP), are not defined by GAAP and do not have
standardized meanings that would ensure consistency and comparability between
companies using these measures. These non-GAAP measures are used in our
Management's Discussion and Analysis further below. They are defined below:

    Taxable equivalent basis

    The Bank analyzes net interest income and total revenues on a taxable
equivalent basis (TEB). This methodology grosses up tax-exempt income earned
on certain securities reported in net interest income to an equivalent before
tax basis. A corresponding increase is made to the provision for income taxes;
hence, there is no impact on net income. Management believes that this basis
for measurement provides a uniform comparability of net interest income
arising from both taxable and non-taxable sources and facilitates a consistent
basis of measurement. While other banks also use TEB, their methodology may
not be comparable to the Bank's. The TEB gross-up to net interest income and
to the provision for income taxes in the current period is $70 million versus
$118 million in the same quarter last year and $95 million last quarter.
    For purposes of segmented reporting, a segment's net interest income and
provision for income taxes are grossed up by the taxable equivalent amount.
The elimination of the TEB gross up is recorded in the "Other" segment.

    Productivity ratio (TEB)

    Management uses the productivity ratio as a measure of the Bank's
efficiency. This ratio represents non-interest expenses as a percentage of
total revenue on a taxable equivalent basis.

    Net interest margin on total average assets (TEB)

    This ratio represents net interest income on a taxable equivalent basis
as a percentage of total average assets.

    Operating leverage

    The Bank defines operating leverage as the rate of growth in total
revenue, on a taxable equivalent basis, less the rate of growth in expenses.

    Return on equity

    Return on equity is a profitability measure that presents the net income
available to common shareholders as a percentage of the capital deployed to
earn the income. The Bank calculates its return on equity using average common
shareholders' equity, including all components of common shareholders' equity.

    Economic equity and Return on economic equity

    For internal reporting purposes, the Bank attributes capital to its
business segments using a methodology that considers credit, market,
operational and other risks inherent in each business segment. The amount
attributed is commonly referred to as economic equity. Return on equity for
the business segments is based on the economic equity attributed to the
business segments.

    Tangible common equity to risk-weighted assets

    Tangible common equity to risk-weighted assets is an important financial
measure for rating agencies and the investing community. Tangible common
equity is total shareholders' equity plus non-controlling interest in
subsidiaries, less preferred shares, unrealized gains/losses on available-for-
sale securities and cash flow hedges, goodwill and other acquisition-related
intangible assets (net of taxes). Tangible common equity is presented as a
percentage of risk-weighted assets.
    Regulatory capital ratios, such as Tier 1 and Total Capital ratios, have
standardized meanings as defined by the Office of the Superintendent of
Financial Institutions Canada (OSFI).

    -------------------------------------------------------------------------

    Group Financial Performance and Financial Condition

    Scotiabank's net income was $842 million in the first quarter, an
increase of $7 million or 1% from the same period a year ago. Stable core
earnings supported by acquisitions and asset growth, strong capital markets
revenues, and higher transaction-based income were offset by a lower net
interest margin, increased provisions for credit losses and writedowns on
available-for-sale securities. The positive impact of foreign currency
translation was $106 million year over year.
    Net income increased $527 million or 167% from the fourth quarter, due
primarily to the after-tax charges of $642 million related to certain trading
activities and valuation adjustments recorded last quarter. This quarter's
higher capital markets revenues and the positive impact of foreign currency
translation were offset by a lower net interest margin, an increase in
provisions for credit losses, higher compensation-related expenses and the
impact of higher income taxes.

    Total revenue

    Total revenue (on a taxable equivalent basis) was $3,421 million this
quarter, up $464 million or 16% from the first quarter last year. The increase
was attributable to many factors, including strong broad-based trading
revenues net of derivative trading losses, the positive impact of foreign
currency translation and higher fee-based revenues. These items were partly
offset by writedowns on available-for sale securities from a continued decline
in equity markets, and compression of the net interest margin.
    Compared to the fourth quarter, total revenue increased $835 million or
32%, due mainly to the pre-tax charges of $958 million related to certain
trading activities and valuation adjustments recorded last quarter. This
quarter's revenues were buoyed by strong capital markets results, including
record precious metals and fixed income trading, increased securitization
revenues and higher credit and underwriting fees. Partly offsetting these
items were additional writedowns on available-for-sale securities.

    Net interest income

    This quarter's net interest income (on a taxable equivalent basis) was
$2,036 million, an increase of $104 million or 5% over the same period last
year, including the favourable impact of foreign currency translation of $146
million. The growth in net interest income from acquisitions and strong asset
growth was more than offset by the change in fair value of financial
instruments used for asset/liability management purposes, lower tax-exempt
income and the impact of increased liquidity premiums on funding costs.
    Compared to the previous quarter, net interest income (on a taxable
equivalent basis) was unchanged. The favourable impact of foreign currency
translation and the full-quarter benefit of prior-period asset growth, were
offset by a reduction in tax-exempt income and a lower net interest margin.
    The Bank's net interest margin was 1.53% in the first quarter, compared
to 1.79% in the same quarter of last year and 1.68% last quarter. Compared to
the prior year, the decline in the margin was due primarily to relatively
higher funding costs reflective of increased liquidity premiums, lower tax-
exempt income, a change in asset mix with the growth in variable rate
mortgages, and an unfavourable change in fair value of financial instruments
used for asset/liability management purposes. These factors were partly offset
by wider spreads in corporate lending. The quarter-over-quarter decrease was
due partly to the competitive pressures on term deposit pricing and the
negative impact of non-rate sensitive retail deposits not repricing in a
falling rate environment. As well, there was lower tax-exempt income, offset
by the continued widening of spreads in corporate lending.

    Other income

    Other income was $1,385 million this quarter, an increase of $360 million
or 35% from the first quarter last year. The results reflected a strong
contribution from capital market revenues, with record precious metals and
fixed income trading and very strong foreign exchange and institutional equity
results, partially offset by derivative trading losses. The increase in other
income was also driven by higher securitization revenues due to continued
participation in government mortgage purchase programs, the positive impact of
foreign currency translation, and higher underwriting and credit fees from
strong equity and debt origination activities. There was also growth across
most categories of transaction-based revenues from increased customer
activity. These items were partly offset by additional writedowns on
available-for-sale securities this quarter caused by a continued decline in
equity markets. Wealth management revenues were also down due to weaker equity
markets.
    Quarter over quarter, other income was up $835 million or 152%, due
primarily to the charges taken in the fourth quarter related to certain
trading activities and valuation adjustments, as well as the factors noted
above.

    Provision for credit losses

    The provision for credit losses was $281 million this quarter, an
increase of $170 million from the same period last year and $74 million above
last quarter. The higher level this quarter compared to a year ago was due to
higher provisions in the retail portfolios. Further discussion on credit risk
is provided below.

    Non-interest expenses and productivity

    Non-interest expenses were $2,010 million this quarter, $341 million or
20% over the same quarter last year, including an unfavourable impact of $67
million from foreign currency translation. In addition, recent acquisitions
accounted for approximately $82 million of the growth in non-interest
expenses. The underlying increase of $192 million was partly from higher
performance-based compensation, mainly from growth in Scotia Capital revenues
this quarter. The remaining growth in salaries, premises and technology
reflected the impact of prior period growth initiatives. There was also an
increase in business taxes from the same period last year.
    Compared to the fourth quarter, non-interest expenses were up $66 million
or 3%. This change was primarily attributable to higher performance-based
compensation due to growth in trading revenues, increased business and capital
taxes and the unfavourable impact of foreign currency translation. Excluding
these items, non-interest expenses were lower than the previous quarter,
reflecting the Bank's ongoing focus on expense management.
    The productivity ratio, a measure of the Bank's efficiency, was 58.7%,
compared to 56.5% in the same quarter last year and 75.2% last quarter. The
Bank's operating leverage this quarter was negative 4.7% compared to a year
ago, driven primarily by higher non-interest expenses and lower tax-exempt
income.

    Taxes

    The effective tax rate for this quarter was 17.9%, slightly down from
18.2% in the first quarter last year, but up from 0.6% in the fourth quarter.
The decrease from a year ago was due primarily to a reduction in the statutory
tax rate in Canada and a higher level of income in lower tax rate
jurisdictions, offset by lower tax-exempt income. The low tax rate in the
previous quarter arose from the charges taken in the fourth quarter, which
were in higher tax jurisdictions.

    Risk management

    The Bank's risk management policies and practices are unchanged from
those outlined in pages 62 to 76 of the 2008 Annual Report.

    Credit risk

    The specific provision for credit losses was $281 million this quarter,
compared to $111 million in the same period last year and $207 million in the
previous quarter.
    The provision for credit losses was $155 million in the Canadian Banking
portfolios, up from $91 million in the same quarter last year and $107 million
in the previous quarter. Retail provisions increased year over year due
primarily to higher volumes in the indirect automotive portfolio including
Scotia Dealer Advantage. Provisions related to commercial and small business
banking were also up modestly year over year. The increase from the previous
quarter was due primarily to increased retail provisions in Scotia Dealer
Advantage and to last quarter's higher level of recoveries in other personal
loans.
    International Banking's provision for credit losses was $116 million this
quarter, compared to $30 million in the same period last year, and $90 million
in the prior quarter. The increase from the same quarter last year was due
largely to acquisition-related retail asset growth in Peru and Chile, and to
higher retail provisions in Mexico. The increase from the prior quarter was
attributable to higher provisions in the retail portfolios, mainly in Peru and
Chile, and a new provision related to one commercial account in Mexico. These
increases were partially offset by a higher level of net reversals and
recoveries in the commercial portfolios.
    Scotia Capital's provision for credit losses was $10 million this
quarter, unchanged from last quarter, but above the net reversals of $10
million in the first quarter of last year.
    Total net impaired loans, after deducting the allowance for specific
credit losses, were $1,602 million as at January 31, 2009, an increase of $411
million from last quarter. The increase was largely attributable to the
commercial and retail portfolios in International Banking and to Canadian
Banking's retail portfolio. The general allowance for credit losses was $1,323
million as at January 31, 2009, unchanged from last quarter. However, the
general allowance may be increased during the year if the negative trends in
economic and business conditions continue.

    Automotive industry exposure

    The Bank's direct (corporate and commercial) loan exposure to the North
American and European automotive industry comprised the following:As at
    -------------------------------------------------------------------------
                                                    January 31,   October 31,
    ($ billions)                                          2009          2008
    -------------------------------------------------------------------------
    Original equipment manufacturers
     (OEM)                                                $0.6          $0.5
    Financing and leasing                                  1.2           1.2
    Parts manufacturers                                    0.8           0.7
    Dealers                                                3.0           2.8
    -------------------------------------------------------------------------
    Total                                                 $5.6          $5.2
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------Approximately 54% of this exposure is rated investment grade, either
externally or based on the Bank's internal rating program, and loans are
typically senior in the capital structure of the borrowers. The loss ratio -
loan losses as a percentage of average loan exposures - on this portfolio was
two basis points for the first quarter of 2009, compared to nine basis points
for the fourth quarter of 2008.
    The Bank is actively managing its exposure to this sector. Regular stress
tests are performed on this exposure, covering a number of different
scenarios, including the potential default of a North American OEM. In
addition, the Bank has focused on large multi-dealer relationships and parts
manufacturing customers with geographic and OEM diversity, and has contained
its exposure to North American OEMs.

    Consumer auto-based securities

    The Bank holds $7.2 billion (October 31, 2008 - $7.8 billion) of consumer
auto-based securities which are classified as available-for-sale. These
securities are almost all loan-based securities, with only 2% of these
holdings representing leases. The loan-based securities arise from retail
instalment sales contracts (loans) which are primarily acquired through a US$6
billion revolving facility to purchase U.S. and Canadian consumer auto loans
from a North American automotive finance company. This facility has a
remaining revolving period of approximately two years, and was modified last
year to allow the seller for a limited period to sell Canadian-based loans to
the Bank, rather than U.S.-based loans. The facility is structured with credit
enhancement in the form of over collateralization provided at the time of the
loan purchases, resulting in no further reliance on the seller for credit
enhancement. For each subsequent purchase under the revolving credit facility,
the credit enhancement is a multiple of the most recent pool loss data for the
seller's overall managed portfolio.
    The Bank conducts periodic stress tests on the loan-based securities.
Under different stress scenarios, the loss on this U.S. consumer auto loan-
backed securities portfolio is within the Bank's risk tolerance. Approximately
82% of these securities are externally rated AAA and have a weighted average
life of approximately two years.
    These securities are carried at fair value, with the change in fair value
recorded in other comprehensive income. The Bank has recorded a pre-tax
cumulative unrealized loss of $297 million in accumulated other comprehensive
income (AOCI) (October 31, 2008 - $272 million). While there has been some
deterioration in credit quality, the unrealized loss was primarily
attributable to wider credit spreads. As the Bank has the ability and the
intent to hold these securities until there is a recovery in fair value, which
may be at maturity, these unrealized losses are considered temporary in
nature.

    Other

    In addition, the Bank provides liquidity facilities to its own sponsored
multi-seller conduits and to non-bank sponsored conduits to support automotive
loan and lease assets held by those conduits. For details, see sections on
Multi-seller conduits sponsored by the Bank (further below) and Liquidity
facilities provided to non-Bank sponsored conduits (further below).

    Market risk

    Value at Risk (VaR) is a key measure of market risk in the Bank's trading
activities. In the first quarter, the average one-day VaR was $21.7 million
compared to $16.6 million for the same quarter last year. The change was
primarily the result of increased interest rate risk, as well as the effect of
greater market volatility compared to a year ago. Compared to the fourth
quarter, the average one-day VaR increased to $21.7 million from $20.1
million, due primarily to increased interest rate risk, which was partially
offset by reduced equity risk.Average for the three months ended
    -------------------------------------------------------------------------
    Risk factor                         January 31   October 31   January 31
    ($ millions)                              2009         2008         2008
    -------------------------------------------------------------------------
    Interest rate                         $   19.7     $   16.9     $   13.8
    Equities                                   5.3          7.9          4.5
    Foreign exchange                           2.3          1.5          0.9
    Commodities                                3.9          3.0          2.7
    Diversification effect                    (9.5)        (9.2)        (5.3)
    -------------------------------------------------------------------------
    All-Bank VaR                          $   21.7     $   20.1     $   16.6
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------There were eight trading loss days in the first quarter, compared to 13
days in the previous quarter. The losses were well within the range predicted
by VaR.

    Liquidity risk

    The Bank maintains large holdings of liquid assets to support its
operations. These assets generally can be sold or pledged to meet the Bank's
obligations. As at January 31, 2009, liquid assets were $108 billion (October
31, 2008 - $106 billion), equal to 21% of total assets (October 31, 2008 -
21%). The mix of these assets between securities and other liquid assets,
including cash and deposits with banks, was 67% and 33%, respectively (October
31, 2008 - 64% and 36%, respectively).
    In the course of the Bank's day-to-day activities, securities and other
assets are pledged to secure an obligation, participate in clearing or
settlement systems, or operate in a foreign jurisdiction. Securities may also
be sold under repurchase agreements. As at January 31, 2009, total assets
pledged or sold under repurchase agreements were $91 billion (October 31, 2008
- $82 billion). The quarter-over-quarter increase was due to an increase in
pledges to the Federal Reserve Bank and pledges relating to securities
borrowed and lent.

    Related party transactions

    There were no changes to the Bank's procedures and policies for related
party transactions from those outlined on pages 82 and 134 of the 2008 Annual
Report. All transactions with related parties continued to be at market terms
and conditions.

    Balance sheet

    The Bank's total assets at January 31, 2009, were $510 billion, up $2
billion due to the positive impact from foreign currency translation. Growth
in securities and loans were offset by reductions in cash resources and
securities purchased under resale agreements.
    Total securities increased by $10 billion from October 31, 2008. Equity
accounted investments increased $2 billion due to the purchase of a
significant interest in CI Financial Corp. (CI Financial). Trading securities
increased $2 billion, due primarily to higher holdings of Canadian government
debt securities, offset by continued reductions in the size of the equity
securities portfolio. Available-for-sale securities were up $5 billion due to
higher holdings of Canadian government debt securities.
    As at January 31, 2009, the unrealized loss on available-for-sale
securities was $1,573 million, an increase of $345 million from last quarter.
This was due mainly to declines in the value of corporate debt and equity
securities, offset by increases in market values of Canadian and foreign
government debt securities.
    The Bank's loan portfolio grew $2 billion or 1% from October 31, 2008,
due substantially to the positive impact of $2 billion from foreign currency
translation. On the retail lending side, residential mortgage growth in
Canadian Banking of $1 billion was offset by securitization of $5 billion
related to the Bank's participation in the Canadian government's CMB and
Insured Mortgage Purchase Program. Personal loans were up $1 billion,
primarily in Canada. Business and government loans increased $5 billion from
October 31, 2008, due mainly to growth in corporate lending.
    Total liabilities were $487 billion as at January 31, 2009, an increase
of $1 billion from October 31, 2008, including a $2 billion impact from
foreign currency translation. Personal deposits increased by $4 billion, due
to growth in GICs and high interest savings accounts in Canada and in
international locations, particularly Peru. This growth was offset by
reductions in deposits by businesses, governments and banks.
    Total shareholders' equity increased $1.2 billion from October 31, 2008.
The increase was due primarily to internal capital generation of $304 million
and the issuance of $1.5 billion of common and preferred shares, offset by an
increase of $650 million in accumulated other comprehensive losses. The latter
was mostly due to higher unrealized losses on available-for-sale securities
including hedges.

    Capital management

    Scotiabank is committed to maintaining a solid capital base to support
the risks associated with its diversified businesses. The Bank's capital
management framework includes a comprehensive internal capital adequacy
assessment process (ICAAP), aimed at ensuring that the Bank's capital is more
than adequate to meet current and future risks and achieve its strategic
objectives. Key components of the Bank's ICAAP include sound corporate
governance; establishing risk-based capital targets; managing and monitoring
capital, both currently and prospectively; and utilizing appropriate financial
metrics which relate risk to capital, including regulatory capital measures.
The Bank's capital management practices were unchanged from those outlined on
pages 38 to 42 of the 2008 Annual Report.

    Capital ratios

    The Bank continues to maintain a strong capital position. The Tier 1 and
the Total capital ratios as at January 31, 2009, were 9.5% and 11.4%,
respectively, compared to 9.3% and 11.1% at October 31, 2008.
    The increase in the Tier 1 and Total Capital ratios this quarter was
largely the result of reductions in risk weighted assets and higher capital
issuances, including $667 million common shares, $850 million preferred shares
and $1 billion subordinated debentures. These more than offset the deduction
related to the Bank's strategic investment in CI Financial. The reduction in
risk weighted assets was primarily a result of changes to certain models for
the calculation of market and credit risk capital requirements, as approved by
Office of the Superintendent Financial Institutions Canada (OSFI) and
management actions.
    The tangible common equity (TCE) ratio at 7.8% was also up quarter over
quarter and continues to be strong relative to other major global banks.

    Financial instruments

    Given the nature of the Bank's main business activities, financial
instruments make up a substantial portion of the balance sheet and are
integral to the Bank's business. There are various measures that reflect the
level of risk associated with the Bank's portfolio of financial instruments.
Further discussion of some of these risk measures is included in the Risk
Management section above.
    The methods of determining the fair value of financial instruments are
detailed on pages 78 to 79 of the 2008 Annual Report. Management's judgment on
valuation inputs is necessary when observable market data is not available,
and in the selection of valuation models. Uncertainty in these estimates and
judgments can affect fair value and financial results recorded.
    During this quarter, changes in the fair value of financial instruments
generally arose from normal economic, industry and market conditions.
    Total derivative notional amounts were $1,484 billion at January 31,
2009, compared to $1,562 billion at October 31, 2008, with the reduction
occurring mainly in foreign exchange derivative contracts. The percentage of
derivatives held for trading and those held for non-trading or asset liability
management was generally unchanged. The credit equivalent amount, after taking
into account master netting arrangements, was $27.9 billion, compared to $28.5
billion last year end.

    Selected credit instruments

    Mortgage-backed securities

    Non-trading portfolio

    Total mortgage-backed securities held as available-for-sale securities
represent approximately 1% of the Bank's total assets as at January 31, 2009,
and are shown in the table below. Exposure to U.S. subprime mortgage risk is
nominal.

    Trading portfolio

    Total mortgage-backed securities held as trading securities represent
less than 0.1% of the Bank's total assets as at January 31, 2009, and are
shown in the table below.Mortgage-backed securities

                                                      As at January 31, 2009
                                                  ---------------------------
                                                    Non-trading      Trading
    Carrying value ($ millions)                       portfolio    portfolio
    -------------------------------------------------------------------------
    Canadian NHA mortgage-backed
     securities(1)                                     $  6,858     $    253
    Commercial mortgage-backed securities                 104(2)        45(3)
    Other residential mortgage-backed securities            112            -
    -------------------------------------------------------------------------
    Total                                              $  7,074     $    298
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------


                                                      As at October 31, 2008
                                                  ---------------------------
                                                    Non-trading      Trading
    Carrying value ($ millions)                       portfolio    portfolio
    -------------------------------------------------------------------------
    Canadian NHA mortgage-backed
     securities(1)                                     $  6,294     $    184
    Commercial mortgage-backed securities                 123(2)        47(3)
    Other residential mortgage-backed securities             55            -
    -------------------------------------------------------------------------
    Total                                              $  6,472     $    231
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    (1) Canada Mortgage and Housing Corporation provides a guarantee of
        timely payment to NHA mortgage-backed security investors.
    (2) The assets underlying the commercial mortgage-backed securities in
        the non-trading portfolio relate to non-Canadian properties.
    (3) The assets underlying the commercial mortgage-backed securities in
        the trading portfolio relate to Canadian properties.Montreal Accord Asset-Backed Commercial Paper (ABCP)

    During the quarter, ABCP subject to the Montreal Accord was restructured.
This restructuring resulted in conversion of the Bank's ABCP holdings into
longer-dated securities which are classified as available-for-sale. The Bank
received four classes of notes (89% of face value) with an effective maturity
of 2017, as well as 13 classes of tracking notes linked to specific underlying
assets (11% of face value). Approximately 80% of the new notes are comprised
of A-rated Class A-1 and A-2 notes. The Bank did not record a net gain or loss
on the exchange of its Montreal Accord ABCP as the fair value of the new notes
acquired was consistent with the carrying value of the Montreal Accord ABCP
($144 million). The Bank's carrying value represents approximately 62% of par
value. In valuing these securities, the Bank considers the probability of
collateral calls, the nature of the underlying assets, the impact of current
credit spreads on the value of similar asset-type exposure and other market
factors.
    As part of the restructuring, the Bank participated in a margin funding
facility, which is recorded as an unfunded loan commitment. The Bank's portion
of the margin funding facility is $200 million.

    Collateralized debt obligations and collateralized loan obligations

    Non-trading portfolio

    The Bank has collateralized debt obligation (CDO) and collateralized loan
obligation (CLO) investments in its nontrading portfolio which are primarily
classified as available-for-sale securities. CDOs and CLOs generally achieve
their structured credit exposure either synthetically through the use of
credit derivatives, or by investing and holding corporate loans or bonds.
These investments are carried at fair value on the Bank's Consolidated Balance
Sheet. Changes in the fair value of cash-based CDOs/CLOs are reflected in
other comprehensive income, unless there has been an other-than-temporary
decline in fair value, which is recorded in net income. Changes in the fair
value of synthetic CDOs/CLOs are reflected in net income. Substantially all of
the referenced assets of the Bank's CDO and CLO investments are corporate
exposures, with no U.S. mortgage-backed securities.
    As at January 31, 2009, the remaining exposure to CDOs was $421 million
(October 31, 2008 - $420 million), of which $99 million is included in
accumulated other comprehensive income (AOCI) (October 31, 2008 - $83
million). The quarter-over-quarter change was due primarily to the impact of
foreign currency translation and the purchase of additional subordination,
which were offset by current fair value changes. This portfolio is well
diversified, with an average individual CDO holding of $15 million, and no
single industry exceeding 21% of the referenced portfolio on a weighted
average basis. Based on their carrying values, these CDOs have a weighted
average rating of AA. More than 14% of these investment holdings are senior
tranches with subordination of 10% or more, and 21% of the investments are in
equity tranches.
    During the current quarter, the Bank recorded a pre-tax loss of $25
million in net income (three months ended October 31, 2008 - $364 million) and
a pre-tax loss of $16 million in other comprehensive income (three months
ended October 31, 2008 - $20 million), reflecting changes in the fair value of
the CDOs. These pre-tax losses were driven by the continuing widening of
credit spreads and some reduction in subordination levels.
    As at January 31, 2009, the fair value of the Bank's investments in CLOs
was $535 million (October 31, 2008 - $660 million), net of $597 million
recorded in AOCI (October 31, 2008 - $436 million). This portfolio is well
diversified with an average individual CLO holding of $6 million, and no
single industry exceeding 13% of the referenced portfolio on a weighted
average basis. These CLOs are primarily investment grade and have a weighted
average rating of AA. More than 94% of these investment holdings are senior
tranches with subordination of 10% or more. Only 2% of the investments are in
equity tranches. During the current quarter, the Bank recorded a pre-tax loss
of $6 million in net income (three months ended October 31, 2008 - $33
million) and a pre-tax loss of $161 million in other comprehensive income
(three months ended October 31, 2008 - $238 million), reflecting changes in
the fair value of the CLOs. The above movements in fair value relating to CLOs
reflect changes in asset prices arising mainly from liquidity pressures and
some change in underlying credit quality of the loans. Although these
investments have experienced a decline in fair value, the Bank has the ability
and the intent to hold these securities until there is a recovery in fair
value, which may be at maturity. These unrealized losses are considered
temporary in nature.
    The key drivers of the change in fair value of CDOs and CLOs are changes
in credit spreads and the remaining levels of subordination. Based on
positions held at January 31, 2009, a 50 basis point widening of relevant
credit spreads would result in a pre-tax decrease of approximately $15 million
in income and $14 million in other comprehensive income.Trading portfolio

    The Bank also holds synthetic CDOs in its trading portfolio as a result of
structuring and managing transactions with clients and other financial
institutions. Total CDOs purchased and sold in the trading portfolio were as
follows:

                                                      As at January 31, 2009
                                                  ---------------------------
                                                                    Positive/
                                                       Notional    (negative)
    Outstanding ($ millions)                             amount   fair value
    -------------------------------------------------------------------------
    CDOs - sold protection                             $  6,620     $ (2,974)
    CDOs - purchased protection                        $  6,612     $  3,401
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------


                                                      As at October 31, 2008
                                                  ---------------------------
                                                                    Positive/
                                                       Notional    (negative)
    Outstanding ($ millions)                             amount   fair value
    -------------------------------------------------------------------------
    CDOs - sold protection                             $  6,647     $ (3,368)
    CDOs - purchased protection                        $  6,550     $  3,187
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------To hedge its trading exposures, the Bank purchases or sells CDOs to other
financial institutions, along with purchasing and/or selling index tranches or
single name credit default swaps (CDSs). The main driver of the value of
CDOs/CDSs is changes in credit spreads. Based on positions held at January 31,
2009, a 50 basis point widening of relevant credit spreads in this portfolio
would result in a pre-tax increase of less than $1 million in income.
    Approximately 60% of these CDO exposures are investment grade equivalent.
Over 94% of the Bank's credit exposure to CDO swap counterparties is to
entities which are externally or internally rated investment grade equivalent.
The referenced assets underlying the trading book CDOs are substantially all
corporate exposures, with no mortgage-backed securities.

    Exposure to monoline insurers

    The Bank has insignificant direct exposure to monoline insurers. The Bank
has indirect exposures of $2.2 billion (October 31, 2008 - $2.8 billion) in
the form of monoline guarantees, which provide enhancement to public finance
and other transactions, where the Bank has provided credit facilities to
either the issuers of securities or facilities which hold such securities. The
Bank's public finance exposures of $1.0 billion (October 31, 2008 - $1.5
billion) are primarily to U.S. municipalities and states. Approximately 93% of
these securities are rated investment grade without the guarantee, and
represent risk the Bank would take without the availability of the guarantee.
    Other indirect exposures to monoline insurers were $1.2 billion (October
31, 2008 - $1.3 billion). These exposures are primarily comprised of $0.9
billion (October 31, 2008 - $0.9 billion) of guarantees by the monolines on
diversified asset-backed securities held by the Bank's U.S. multi-seller
conduit (as discussed below in the section on Multi-seller conduits sponsored
by the Bank). These monoline insurers were externally rated investment grade
as at October 31, 2008 and January 31, 2009. In February 2009, one of the
monoline insurers announced a major restructuring which resulted in a down-
grade by two rating agencies, one of which rated the monoline as
non-investment grade.

    Exposure to Alt-A

    In the U.S., loans are classified as Alt-A when they have higher risk
characteristics such as lower credit scores and/or higher loan-to-value
ratios. As at January 31, 2009, the Bank had insignificant and indirect
exposure to U.S. Alt-A loans and securities. In Canada, the Bank does not have
a mortgage program which it considers to be an equivalent of U.S. Alt-A.

    Leveraged loans

    The Bank may provide leveraged financing to non-investment grade
customers to facilitate their buyout, acquisition and restructuring
activities. The Bank's exposure to highly leveraged loans awaiting syndication
as at January 31, 2009, was nominal.

    Auction-rate securities

    Auction-rate securities (ARS) are long-term, variable rate notes issued
by trusts referenced to long-term notional maturity, but have interest rates
reset at predetermined short-term intervals. ARS are issued by municipalities,
student loan authorities and other sponsors through auctions managed by
financial institutions. The Bank does not sponsor any ARS program and does not
hold any ARS.

    Off-balance sheet arrangements

    In the normal course of business, the Bank enters into contractual
arrangements that are not required to be consolidated in its financial
statements, but could have a current or future impact on the Bank's results of
operations or financial condition. These arrangements can be classified into
the following categories: variable interest entities (VIEs), securitizations,
and guarantees and other commitments. No material contractual obligations were
entered into this quarter by the Bank that are not in the ordinary course of
business. Processes for review and approval of these contractual arrangements
are unchanged from last year.

    Multi-seller conduits sponsored by the Bank

    The Bank sponsors three multi-seller conduits, two of which are Canadian-
based and one in the United States. The Bank earns commercial paper issuance
fees, program management fees, liquidity fees and other fees from these multi-
seller conduits, which totaled $29 million in the first quarter, compared to
$26 million in the previous quarter.
    As further described below, the Bank's exposure to these off-balance
sheet conduits primarily consists of liquidity support, program-wide credit
enhancement and temporary holdings of commercial paper. The Bank has a process
to monitor these exposures and significant events impacting the conduits to
ensure there is no change in the primary beneficiary, which could require the
Bank to consolidate the assets and liabilities of the conduits, at fair value.

    Canada

    The Bank's primary exposure to the Canadian-based conduits is the
liquidity support provided, with total liquidity facilities of $3.9 billion as
at January 31, 2009 (October 31, 2008 - $4.3 billion). As at January 31, 2009,
total commercial paper outstanding for the Canadian-based conduits
administered by the Bank was $3.4 billion (October 31, 2008 - $3.8 billion).
At quarter end, the Bank held approximately 12% of the total commercial paper
issued by these conduits. The following table presents a summary of assets
held by the Bank's two Canadian multiseller conduits as at January 31, 2009,
and October 31, 2008, by underlying exposure:As at January 31, 2009
                                         ------------------------------------
                                            Funded     Unfunded        Total
    ($ millions)                          assets(1) commitments   exposure(2)
    -------------------------------------------------------------------------
    Auto loans/leases                     $  1,801     $    323     $  2,124
    Equipment loans                          1,106          102        1,208
    Trade receivables                          165           59          224
    Canadian residential mortgages              83            2           85
    Retirement savings plan loans              137            3          140
    Loans to closed-end mutual funds           133           23          156
    -------------------------------------------------------------------------
    Total(3)                              $  3,425     $    512     $  3,937
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------


                                                As at October 31, 2008
                                         ------------------------------------
                                            Funded     Unfunded        Total
    ($ millions)                          assets(1) commitments   exposure(2)
    -------------------------------------------------------------------------
    Auto loans/leases                     $  2,204     $    299     $  2,503
    Equipment loans                            969           63        1,032
    Trade receivables                          205           91          296
    Canadian residential mortgages              89            2           91
    Retirement savings plan loans              156            3          159
    Loans to closed-end mutual funds           161           91          252
    -------------------------------------------------------------------------
    Total(3)                              $  3,784     $    549     $  4,333
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    (1) Funded assets are reflected at original cost.
    (2) Exposure to the Bank is through global-style liquidity facilities and
        letters of guarantee.
    (3) These assets are substantially sourced from Canada.Substantially all of the conduits' assets have been structured to receive
credit enhancements from the sellers, including overcollateralization
protection and cash reserve accounts. Approximately 21% of the funded assets
were externally rated AAA as at January 31, 2009, with the balance having an
equivalent rating of AA- or higher based on the Bank's internal rating
program. There were no non-investment grade assets held in these conduits as
at January 31, 2009. The funded assets have a weighted average repayment
period of approximately 1.1 years, with 68% maturing within three years. There
is no exposure to U.S. subprime mortgage risk within these two conduits.

    United States

    The Bank's primary exposure to the U.S.-based conduit is the liquidity
support and program-wide credit enhancement provided, with total liquidity
facilities of $12.2 billion as at January 31, 2009 (October 31, 2008 - $12.8
billion). As at January 31, 2009, total commercial paper outstanding for the
U.S.-based conduit administered by the Bank was $7.3 billion (October 31, 2008
- $8.4 billion). At quarter end, the Bank held less than 1% of the commercial
paper issued by this conduit.
    A significant portion of the conduit's assets have been structured to
receive credit enhancement from the sellers, including overcollateralization
protection and cash reserve accounts. Each asset purchased by the conduit has
a deal-specific liquidity facility provided by the Bank in the form of an
asset purchase agreement, which is available to absorb the losses on defaulted
assets, if any, in excess of losses absorbed by deal-specific seller credit
enhancement, and the subordinated note issued by the conduit. The Bank's
liquidity agreements with the conduit generally call for the Bank to fund full
par value of all assets, including defaulted assets, if any, of the conduit.
    The following table presents a summary of assets purchased and held by
the Bank's U.S. multi-seller conduit as at January 31, 2009 and October 31,
2008, by underlying exposure:As at January 31, 2009
                                         ------------------------------------
                                            Funded     Unfunded        Total
    ($ millions)                          assets(1) commitments   exposure(2)
    -------------------------------------------------------------------------
    Credit card/consumer receivables      $    701     $    680     $  1,381
    Auto loans/leases                        3,091          727        3,818
    Trade receivables                        1,981        2,429        4,410
    Loans to closed-end mutual funds           208          999        1,207
    Diversified asset-backed securities        936           19          955
    Corporate loans(3)                         411           37          448
    -------------------------------------------------------------------------
    Total(4)                              $  7,328     $  4,891     $ 12,219
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------


                                                As at October 31, 2008
                                         ------------------------------------
                                            Funded     Unfunded        Total
    ($ millions)                          assets(1) commitments   exposure(2)
    -------------------------------------------------------------------------
    Credit card/consumer receivables      $  1,318     $    641     $  1,959
    Auto loans/leases                        2,894        1,160        4,054
    Trade receivables                        2,161        1,855        4,016
    Loans to closed-end mutual funds           690          652        1,342
    Diversified asset-backed securities        932           19          951
    Corporate loans(3)                         417           50          467
    -------------------------------------------------------------------------
    Total(4)                              $  8,412     $  4,377     $ 12,789
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    (1) Funded assets are reflected at original cost.
    (2) Exposure to the Bank is through global-style liquidity facilities in
        the form of asset purchase agreements.
    (3) These assets represent secured loans that are externally rated
        investment grade.
    (4) These assets are sourced from the U.S.As at January 31, 2009, approximately 83% of the conduit's funded assets
were rated A or higher, either externally (40%) or based on the Bank's
internal rating program (43%). There were no non-investment grade assets held
in this conduit at January 31, 2009. The funded assets have a weighted average
repayment period of approximately 1.3 years, with 64% maturing within five
years.
    The conduit has investments in two pools of diversified asset-backed
securities. The assets underlying these securities are primarily retail loans,
including U.S. home equity, student loans and residential mortgage-backed
securities. Exposure to U.S. subprime mortgage risk within these securities
was nominal at approximately $28 million as at January 31, 2009 (October 31,
2008 - $28 million). These pools are guaranteed by monoline insurers and were
rated investment grade based on the Bank's internal rating program as at
January 31, 2009. Without these guarantees, certain of the underlying assets
of the diversified asset-backed securities would not be rated investment
grade.
    Subsequent to January 31, 2009, there were external rating changes to a
monoline insurer (refer to Exposure to monoline insurers above). Based on the
Bank's initial assessment of the current events, the accounting for this
conduit remains unchanged.

    Liquidity facilities provided to non-Bank sponsored conduits

    For conduits not administered by the Bank, liquidity facilities totaled
$1.2 billion as at January 31, 2009 (October 31, 2008 - $1.2 billion), all of
which were for U.S. third-party conduits.
    The assets of these non-Bank sponsored conduits, which are not
administered by the Bank, are almost entirely consumer auto-based securities.
Approximately 84% of these assets are externally rated AAA/AA, with the
balance of the assets rated investment grade based on the Bank's internal
rating program. The majority of the liquidity facilities have an original
committed term of 364 days, renewable at the option of the Bank. The weighted
average life of the underlying assets of these conduits is approximately two
years. There is no exposure to U.S. subprime mortgage risk.

    Funding vehicles

    The Bank uses special purpose entities (SPEs) to facilitate the cost-
efficient financing of its operations. The Bank has two such SPEs - Scotiabank
Capital Trust and Scotiabank Subordinated Notes Trust - that are VIEs and are
not consolidated on the Bank's balance sheet, as the Bank is not the primary
beneficiary. The Scotiabank Trust Securities and Scotiabank Trust Subordinated
Notes issued by the trusts are not reported on the Consolidated Balance Sheet,
but qualify as regulatory capital. The deposit notes issued by the Bank to
Scotiabank Capital Trust and Scotiabank Subordinated Notes Trust are reported
in deposits. Total deposits recorded by the Bank as at January 31, 2009, from
these trusts were $3.4 billion, unchanged from the previous quarter. The Bank
recorded interest expense of $50 million on these deposits for the three
months ended January 31, 2009, compared to $51 million for the three months
ended October 31, 2008.

    Other off-balance sheet arrangements

    The Bank may securitize residential mortgages as a means to diversify its
funding sources, as this represents a cost-effective means to fund the growth
in this portfolio. A further $4.8 billion in residential mortgages were
securitized this quarter, bringing the balance of outstanding mortgages
securitized to $16.4 billion as at January 31, 2009, compared to $12.8 billion
as at October 31, 2008.
    Guarantees and other indirect commitments decreased 5% from October 31,
2008. Fees from guarantees and loan commitment arrangements recorded in other
income were $85 million in the three-month period ended January 31, 2009,
compared to $67 million in the previous quarter.

    Common dividend

    The Board of Directors, at its meeting on March 2, 2009, approved a
quarterly dividend of 49 cents per common share. This quarterly dividend
applies to shareholders of record as of April 7, 2009, and is payable April
28, 2009.

    Accounting Policies and Estimates

    The interim consolidated financial statements have been prepared in
accordance with Canadian Generally Accepted Accounting Principles (GAAP). See
Note 1 to the 2008 annual consolidated financial statements for more
information about the significant accounting principles used to prepare the
financial statements. Refer to Note 1 of the interim financial statements for
the changes in accounting policies adopted by the Bank during the first
quarter of 2009.
    The key assumptions and bases for estimates that management has made
under GAAP, and their impact on the amounts reported in the interim
consolidated financial statements and notes, remain substantially unchanged
from those described in our 2008 Annual Report.

    Transition to International Financial Reporting Standards (IFRS)

    Canadian generally accepted accounting principles (GAAP) for publicly
accountable enterprises will be replaced with IFRS for fiscal years beginning
January 1, 2011. For the Bank, IFRS will be effective for interim and annual
periods commencing November 1, 2011, including the preparation and reporting
of one year of comparative figures.
    In order to prepare for the transition to IFRS, the Bank has developed a
high-level implementation plan and has established a formal governance
structure which includes senior levels of management from all relevant
departments. In addition, the Bank has commenced assessing the impact of
significant accounting differences between IFRS and Canadian GAAP, including
analyzing the impact on business processes, systems, and internal control over
financial reporting.
    Further updates on implementation progress and the potential reporting
impact from the adoption of IFRS will be provided in the interim and annual
reports going forward until full implementation in 2012.

    Outlook

    Global growth continues to be negatively impacted by deepening recessions
in the U.S., Europe and Japan, alongside persistent problems in the financial
sector and the rapid contraction of international trade flows.
    While economic and financial market conditions are likely to remain
challenging in the months ahead, governments and central banks around the
world are taking aggressive action to stabilize the international financial
system, improve credit conditions and stimulate global demand. With inflation
pressures in retreat, short-term interest rates have been reduced to record
lows in many nations. Taken together, these extraordinary measures will help
cushion the downturn and should eventually provide a basis for fostering an
economic recovery in 2010.
    With the solid results achieved during the first quarter, the Bank is
confident that appropriate action is being taken to respond to current
challenges. Although the slowing global economy and ongoing uncertainty in
financial markets will continue to put pressure on the Bank's results for this
year, we are maintaining the objectives established at the beginning of the
year.Business Segment Review

    Canadian Banking
                                                  For the three months ended
    -------------------------------------------------------------------------
    (Unaudited) ($ millions)            January 31   October 31   January 31
    (Taxable equivalent basis)(1)             2009         2008         2008
    -------------------------------------------------------------------------
    Business segment income
    Net interest income(2)                $  1,146     $  1,160     $    991
    Provision for credit losses                155          107           91
    Other income                               556          554          519
    Non-interest expenses                      934          939          889
    Provision for income taxes                 175          202          157
    -------------------------------------------------------------------------
    Net income(3)                         $    438     $    466     $    373
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------

    -------------------------------------------------------------------------
    Other measures
    Return on equity(1)                      25.8%        38.0%        30.6%
    Average assets ($ billions)           $    189     $    185     $    168
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    (1) Refer above for discussion of non-GAAP measures.
    (2) Commencing in the first quarter of 2009, net interest income includes
        liquidity premium charges arising from a refinement in the Bank's
        transfer pricing. Refer to footnote 4 further below for further
        details.
    (3) Commencing in the fourth quarter of 2008, the reporting of segment
        profitability has been changed from net income available to common
        shareholders to net income. Prior periods have been restated.Canadian Banking reported solid net income of $438 million this quarter,
an increase of $65 million or 18% from the same quarter last year. Quarter
over quarter, net income declined $28 million or 6%. Return on equity was
25.8% versus 30.6% last year.
    Average assets before securitization rose $21 billion or 13% from the
first quarter last year. The increase was due primarily to growth of $12
billion or 11% in residential mortgages. Personal loans, including credit
cards, and business lending volumes also increased. Personal deposit growth of
$9 billion or 12% led to year-over-year market share gains. Growth was
recorded in high interest savings accounts, personal term deposits, as well as
chequing and savings. Non-personal deposits rose 16% from growth in both non-
personal term and current accounts. Compared to the previous quarter, average
assets before securitization rose $4 billion or 2% led by growth in retail
mortgages and personal lending, as well as the acquisition of a significant
interest in CI Financial. Deposits increased 6% from growth in high interest
savings accounts, personal term deposits and current accounts, as well as the
full quarter impact of the E(*)Trade acquisition.
    Total revenue was up $192 million or 13% from the same period last year,
from both higher net interest income and other income. Quarter over quarter,
total revenues declined by $12 million or 1% due to lower net interest income.
    Net interest income of $1,146 million was up $155 million or 16% from the
first quarter of last year, driven by the benefit of lower funding interest
rates and strong volume growth in both average assets and deposits. There was
volume growth for most products in retail, small business and commercial
banking. Compared to last quarter, net interest income declined by 1%,
reflecting competitive pricing pressures on deposits, higher liquidity costs
partly offset by the impact of lower funding interest rates and the wider
spread between prime and BA interest rates. The margin declined by 8 basis
points to 2.41%.
    Other income rose $37 million or 7% from the same quarter last year, due
in part to the investment in CI Financial and the acquisition of E(*)Trade.
Excluding these items other income grew by $11 million or 2%, as increases in
Retail and Commercial Banking were partly offset by declines in Wealth
Management reflecting difficult market conditions. Other income was relatively
unchanged from last quarter. Excluding the impact of acquisitions noted above,
other income declined by $17 million or 3% primarily in Wealth Management
revenues due to market conditions.
    The provision for credit losses was $155 million in the Canadian Banking
portfolios, up from $91 million in the same quarter last year and $107 million
in the previous quarter. Retail provisions increased year over year due
primarily to higher volumes in the indirect automotive portfolio including
Scotia Dealer Advantage. Provisions related to commercial and small business
banking were also up modestly year over year. The increase from the previous
quarter was due primarily to increased retail provisions in Scotia Dealer
Advantage and to last quarter's higher level of recoveries in other personal
loans.
    Non-interest expenses rose 5% from the first quarter of last year, due in
part to acquisitions and the full year impact of 2008 initiatives. Partially
offsetting were lower volume related expenses. Expenses were largely unchanged
from last quarter, due to seasonally lower expenses and project spending,
partially offset by increases in performance and stock-based compensation.International Banking
                                                  For the three months ended
    -------------------------------------------------------------------------
    (Unaudited) ($ millions)            January 31   October 31   January 31
    (Taxable equivalent basis)(1)             2009         2008         2008
    -------------------------------------------------------------------------
    Business segment income
    Net interest income(2)                $    947     $    940     $    731
    Provision for credit losses                116           90           30
    Other income                               471          228          309
    Non-interest expenses                      772          753          568
    Provision for income taxes                 114           75          122
    Non-controlling interest in net
     income of subsidiaries                     28           23           31
    -------------------------------------------------------------------------
    Net income(3)                         $    388     $    227     $    289
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------

    -------------------------------------------------------------------------
    Other measures
    Return on equity(1)                      17.2%        10.5%        19.6%
    Average assets ($ billions)           $     95     $     88     $     70
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    (1) Refer above for discussion of non-GAAP measures.
    (2) Commencing in the first quarter of 2009, net interest income includes
        liquidity premium charges arising from a refinement in the Bank's
        transfer pricing. Refer to footnote 4 further below for further
        details.
    (3) Commencing in the fourth quarter of 2008, the reporting of segment
        profitability has been changed from net income available to common
        shareholders to net income. Prior periods have been restated.International Banking's net income in the first quarter was $388 million,
an increase of $99 million or 34% from last year and $161 million or 71% above
last quarter. Excluding the positive impact of foreign currency translation of
$66 million compared to last year and $31 million quarter over quarter, and
charges in previous quarters related to valuation adjustments, the increases
were 3% and 12% respectively. Return on equity was 17.2% versus 19.6% last
year.
    Average asset volumes were $95 billion, up $25 billion or 36% from last
year, due partly to the 16% positive impact of foreign currency translation.
Acquisitions in Chile, Peru and Central America contributed $4 billion.
Despite slower growth in the current quarter, the full year impact of prior
period growth resulted in average assets rising by $10 billion year over year.
Growth in low-cost deposits was also strong at 22%, or 9% adjusted for foreign
currency translation. Compared to last quarter, average assets increased by 2%
excluding the positive impact of foreign currency translation.
    Total revenues were $1,418 million this quarter, an increase of $378
million or 36% from last year and $250 million or 21% above last quarter,
including a favourable foreign currency translation impact of 14% and 4%,
respectively.
    Net interest income was $947 million this quarter, up $216 million or 30%
from the same period last year, and $7 million or 1% above last quarter.
Excluding the positive foreign currency translation impact and the negative
impact of valuation adjustments taken last quarter, results were up $155
million over last year and down $8 million from last quarter. The underlying
increase from last year was a result of strong loan growth across the division
in existing businesses, as well as the impact of acquisitions. Net interest
margins were down from both last year and last quarter, due to the change in
fair value of financial instruments used for asset/liability management
purposes and tightening margins in Peru.
    Other income increased $162 million or 52% from last year, including the
positive impact of foreign currency translation and favourable valuation
adjustments. The remaining increase of $55 million or 16% resulted from strong
foreign exchange revenues and widespread transaction-driven growth. Compared
to last quarter, other income increased $243 million to $471 million. This
included the positive impact of foreign currency translation, changes in
valuation adjustments and the factors noted above.
    International Banking's provision for credit losses was $116 million this
quarter, compared to $30 million in the same period last year, and $90 million
in the prior quarter. The increase from the same quarter last year was due
largely to acquisition-related retail asset growth in Peru and Chile, and to
higher retail provisions in Mexico. The increase from the prior quarter was
attributable to higher provisions in the retail portfolios, mainly in Peru and
Chile, and a new provision related to one commercial account in Mexico. These
increases were partially offset by higher level of net reversals and
recoveries in the commercial portfolios.
    Non-interest expenses were $772 million this quarter, up 36% from last
year. This included a $59 million unfavourable impact of foreign currency
translation and a $58 million increase from acquisitions. The remaining growth
was due primarily to expense recoveries in Latin America last year, and higher
premises, technology, communication and compensation related expenses,
consistent with business growth and new branch openings. Compared to last
quarter, expenses increased $19 million or 2%, including a 1% unfavourable
impact of foreign currency translation.
    The effective tax rate this quarter was 22%, down from 28% in the same
period last year and 24% from last quarter. The decreases were due to higher
earnings in low-tax jurisdictions this quarter, primarily in Asia as well as a
lower effective tax rate in Mexico.Scotia Capital
                                                  For the three months ended
    -------------------------------------------------------------------------
    (Unaudited) ($ millions)            January 31   October 31   January 31
    (Taxable equivalent basis)(1)             2009         2008         2008
    -------------------------------------------------------------------------
    Business segment income
    Net interest income(2)                $    338     $    331     $    274
    Provision for credit losses                 10           10          (10)
    Other income                               366          (99)         131
    Non-interest expenses                      291          249          191
    Provision for income taxes                 103          (71)          33
    -------------------------------------------------------------------------
    Net income(3)                         $    300     $     44     $    191
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------

    -------------------------------------------------------------------------
    Other measures
    Return on equity(1)                      22.4%         3.6%        22.6%
    Average assets ($ billions)           $    194     $    169     $    157
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    (1) Refer above for discussion of non-GAAP measures.
    (2) Commencing in the first quarter of 2009, net interest income includes
        liquidity premium charges arising from a refinement in the Bank's
        transfer pricing. Refer to footnote 4 further below for further
        details.
    (3) Commencing in the fourth quarter of 2008, the reporting of segment
        profitability has been changed from net income available to common
        shareholders to net income. Prior periods have been restated.Scotia Capital contributed strong net income of $300 million this
quarter. This represented an increase of $109 million or 57% from the first
quarter of 2008 and $256 million from last quarter. The latter reflected
charges relating to certain trading activities and valuation adjustments taken
in the fourth quarter. The underlying increases from both last year and the
previous quarter, were due mainly to significantly higher revenues throughout
the businesses, partly offset by higher expenses. Return on equity was strong
at 22.4%, and was comparable to the same period last year and well above last
quarter's performance.
    Total average assets increased 23% over last year to $194 billion.
Average corporate loans and acceptances were up $19 billion across all lending
businesses. The strongest growth was in the U.S., up $12 billion, due in part
to the impact of the weaker Canadian dollar. There was also an increase of $24
billion in average derivative instrument assets, with a corresponding increase
in derivative instrument liabilities. These increases were partially offset by
a decrease of $12 billion in trading securities and loans. The higher average
assets from the last quarter reflected growth in corporate loans and
acceptances of $10 billion and an increase in derivative instrument assets of
$16 billion (with a corresponding increase in derivative instrument
liabilities), partially offset by a reduction in trading-related securities
and loans of $7 billion.
    Total revenues of $704 million were the highest since the second quarter
of 2002. This represents an increase of $299 million or 74% compared to the
first quarter last year, which included losses of $122 million on structured
credit instruments and exposure to a monoline insurer. This quarter's
performance reflected substantial increases in both Global Capital Markets and
Global Corporate and Investment Banking revenues despite challenging market
conditions. The $472 million increase from last quarter was due in part to the
$503 million in charges relating to certain trading activities and valuation
adjustments incurred last quarter, and to the strong underlying revenue
performance in all businesses this quarter.
    Net interest income of $338 million increased $64 million or 23% over
last year from higher loan volumes, interest margins and loan origination
fees. This was partially offset by a decrease in interest from trading
operations. The increase from the previous quarter also arose from the same
factors.
    Scotia Capital's provision for credit losses was $10 million this
quarter, unchanged from last quarter but higher compared to net reversals of
$10 million in the first quarter of last year.
    Other income was $366 million, an increase of $235 million or 179% from
last year. Global Capital Markets increased $181 million which reflected
record revenues in the fixed income and precious metals businesses. In
addition, foreign exchange revenues were at their second highest level, behind
last quarter's record. The segment also benefited from both very strong
institutional equity trading and underwriting revenues, partially offset by
derivative trading losses. Global Corporate and Investment Banking increased
45% due to record investment banking revenues and higher acceptance and credit
fees in the lending businesses. Compared to last quarter, other income
increased $465 million, due primarily to the strong results achieved this
quarter and the impact of the losses relating to certain trading activities
and valuation adjustments incurred last quarter.
    Non-interest expenses were $291 million this quarter, up $100 million
from last year, due primarily to higher performance-related compensation.
Salaries, other personnel costs, technology and support costs also increased
in support of underlying business growth. Compared to last quarter, higher
performance based compensation, technology costs and capital taxes were
somewhat offset by lower other personnel costs.Other(1)
                                                  For the three months ended
    -------------------------------------------------------------------------
    (Unaudited) ($ millions)            January 31   October 31   January 31
    (Taxable equivalent basis)(2)             2009         2008         2008
    -------------------------------------------------------------------------
    Business segment income
    Net interest income(3)(4)             $   (465)    $   (490)    $   (182)
    Other income                                (8)        (133)          66
    Non-interest expenses                       13            3           21
    Provision for income taxes(3)             (202)        (204)        (119)
    -------------------------------------------------------------------------
    Net income (loss)(5)                  $   (284)    $   (422)    $    (18)
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------

    -------------------------------------------------------------------------
    Other measures
    Average assets ($ billions)           $     51     $     39     $     34
    -------------------------------------------------------------------------
    (1) Includes all other smaller operating segments and corporate
        adjustments, such as the elimination of the tax-exempt income
        gross-up reported in net interest income and provision for income
        taxes, differences in the actual amount of costs incurred and charged
        to the operating segments, and the impact of securitizations.
    (2) Refer above for a discussion of non-GAAP measures.
    (3) Includes the elimination of the tax-exempt income gross-up reported
        in net interest income and provision for income taxes for the three
        months ended January 31, 2009 ($70), October 31, 2008 ($95), and
        January 31, 2008 ($118), to arrive at the amounts reported in the
        Consolidated Statement of Income.
    (4) Historically, assets and liabilities are transfer-priced at wholesale
        market rates. In the first quarter of 2009, due to current market
        conditions, the Bank refined its transfer pricing to include a
        liquidity premium charge in the cost of funds allocated to the
        business segments. The net impact of this change was to reduce the
        net interest income of the three major segments which was offset by a
        reduction in the net interest expense of the Other segment.
    (5) Commencing in the fourth quarter of 2008, the reporting of segment
        profitability has been changed from net income available to common
        shareholders to net income. Prior periods have been restated.The Other segment had a net loss of $284 million in the first quarter,
compared to losses of $18 million in the same period last year and $422
million in the prior quarter. Net interest income and the provision for income
taxes include the elimination of tax-exempt income gross up. This amount is
included in the operating segments, which are reported on a taxable equivalent
basis. The elimination was $70 million in the first quarter, compared to $118
million in the same period last year and $95 million last quarter.
    Total revenue this quarter was negative $473 million, down $357 million
from the prior year but up $150 million from last quarter.
    Net interest income was negative $465 million this quarter, $283 million
below the same quarter last year, and a $25 million improvement from last
quarter. The year over year change was due mainly to the negative impact of
relatively higher term funding costs compared to the declining wholesale rates
used for transfer pricing with the business segments. The change in the fair
value of financial instruments used for asset/liability management purposes
was unfavourable compared to last year, but favourable to the prior quarter.
    Other income was negative $8 million in the first quarter, $74 million
lower than last year, but $125 million above last quarter. The decrease from
last year was mainly attributable to writedowns on available-for-sale
securities caused by the continued deterioration in the economic conditions
and declines in equity markets. This was partly offset by higher
securitization revenues. The increase from last quarter reflected higher
securitization revenues, and the impact of certain charges and valuation
adjustments taken last quarter, partially offset by writedowns on available
for sale securities (net of securities gains).
    Non-interest expenses were $13 million this quarter, a decrease of $8
million from last year but $10 million higher than last quarter, largely from
an increase in expenses related to securitization initiatives.Total
                                                  For the three months ended
    -------------------------------------------------------------------------
                                        January 31   October 31   January 31
    (Unaudited) ($ millions)                  2009         2008         2008
    -------------------------------------------------------------------------
    Business segment income
    Net interest income                   $  1,966     $  1,941     $  1,814
    Provision for credit losses                281          207          111
    Other income                             1,385          550        1,025
    Non-interest expenses                    2,010        1,944        1,669
    Provision for income taxes                 190            2          193
    Non-controlling interest in net
     income of subsidiaries                     28           23           31
    -------------------------------------------------------------------------
    Net income(1)                         $    842     $    315     $    835
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------

    -------------------------------------------------------------------------
    Other measures
    Return on equity(2)                      16.9%         6.0%        18.3%
    Average assets ($ billions)           $    529     $    481     $    429
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    (1) Commencing in the fourth quarter of 2008, the reporting of segment
        profitability has been changed from net income available to common
        shareholders to net income. Prior periods have been restated.
    (2) Refer above for a discussion of non-GAAP measures.


    Geographic Highlights
                                                  For the three months ended
    -------------------------------------------------------------------------
                                        January 31   October 31   January 31
    (Unaudited) ($ millions)                  2009         2008         2008
    -------------------------------------------------------------------------
    Geographic segment income
    Canada                                $    361     $    368     $    503
    United States                               23         (211)          24
    Mexico                                      57           78           64
    Other international                        559          279          258
    Corporate adjustments                     (158)        (199)         (14)
    -------------------------------------------------------------------------
    Net income(1)                         $    842     $    315     $    835
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------

    Average assets ($ billions)
    Canada                                $    330     $    306     $    285
    United States                               51           34           29
    Mexico                                      21           20           20
    Other international                        117          111           86
    Corporate adjustments                       10           10            9
    -------------------------------------------------------------------------
                                          $    529     $    481     $    429
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    (1) Commencing in the fourth quarter of 2008, the reporting of segment
        profitability has been changed from net income available to common
        shareholders to net income. Prior periods have been restated.


    Quarterly Financial Highlights
                                                  For the three months ended
    -------------------------------------------------------------------------
                         Jan.   Oct.  July  April    Jan.   Oct.  July  April
                          31     31     31     30     31     31     31     30
                        2009   2008   2008   2008   2008   2007   2007   2007
    -------------------------------------------------------------------------
    Total revenue
     ($ millions)     $3,351 $2,491 $3,374 $3,172 $2,839 $3,078 $3,201 $3,102
    Total revenue
     (TEB(1))
     ($ millions)      3,421  2,586  3,477  3,272  2,957  3,294  3,302  3,211
    Net income
     ($ millions)        842    315  1,010    980    835    954  1,032  1,039
    Basic earnings
     per share ($)      0.80   0.28   0.99   0.97   0.83   0.95   1.03   1.04
    Diluted earnings
     per share ($)      0.80   0.28   0.98   0.97   0.82   0.95   1.02   1.03
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    (1) Refer above for a discussion of non-GAAP measures.


    Share Data                                                         As at
    -------------------------------------------------------------------------
                                                                  January 31
    (thousands of shares outstanding)                                   2009
    -------------------------------------------------------------------------
    Common shares                                                1,012,447(1)
    Preferred shares Series 12                                      12,000(2)
    Preferred shares Series 13                                      12,000(3)
    Preferred shares Series 14                                      13,800(4)
    Preferred shares Series 15                                      13,800(5)
    Preferred shares Series 16                                      13,800(6)
    Preferred shares Series 17                                       9,200(7)
    Preferred shares Series 18                                   13,800(8)(9)
    Preferred shares Series 20                                  14,000(8)(10)
    Preferred shares Series 22                                  12,000(8)(11)
    Preferred shares Series 24                                  10,000(8)(12)
    Preferred shares Series 26                                  13,000(8)(13)
    Preferred shares Series 28                                  11,000(8)(14)
    -------------------------------------------------------------------------
    Series 2000-1 trust securities issued
     by BNS Capital Trust                                             500(15)
    Series 2002-1 trust securities issued
     by Scotiabank Capital Trust                                      750(16)
    Series 2003-1 trust securities issued
     by Scotiabank Capital Trust                                      750(16)
    Series 2006-1 trust securities issued
     by Scotiabank Capital Trust                                      750(16)
    -------------------------------------------------------------------------
    Scotiabank Trust Subordinated Notes -
     Series A issued by Scotiabank Subordinated Notes Trust         1,000(16)
    -------------------------------------------------------------------------
    Outstanding options granted under the Stock Option
     Plans to purchase common shares                            27,083(1)(17)
    -------------------------------------------------------------------------
    (1)  As at February 19, 2009, the number of outstanding common shares
         and options were 1,013,035 and 26,473, respectively. The number of
         other securities disclosed in this table were unchanged.
    (2)  These shares are entitled to non-cumulative preferential cash
         dividends payable quarterly in an amount of $0.328125 per share.
    (3)  These shares are entitled to non-cumulative preferential cash
         dividends payable quarterly in an amount of $0.30 per share.
    (4)  These shares are entitled to non-cumulative preferential cash
         dividends payable quarterly in an amount of $0.28125 per share.
    (5)  These shares are entitled to non-cumulative preferential cash
         dividends payable quarterly in an amount of $0.28125 per share.
    (6)  These shares are entitled to non-cumulative preferential cash
         dividends payable quarterly in an amount of $0.328125 per share,
         except for the initial dividend paid on January 29, 2008 in an
         amount of $0.39195 per share.
    (7)  These shares are entitled to non-cumulative preferential cash
         dividends payable quarterly in an amount of $0.35 per share, except
         for the initial dividend paid on April 28, 2008 in an amount of
         $0.33753 per share.
    (8)  These preferred shares have conversion features.
    (9)  These shares are entitled to non-cumulative preferential cash
         dividends payable quarterly. The initial dividend was paid on
         July 29, 2008, in an amount of $0.4315 per share. Dividends, if and
         when declared, during the initial five-year period ending on
         April 25, 2013, will be payable in an amount of $0.3125 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 five-year Government of Canada yield plus 2.05%,
         multiplied by $25.00.
    (10) These shares are entitled to non-cumulative preferential cash
         dividends payable quarterly. The initial dividend was paid on
         July 29, 2008, in an amount of $0.1678 per share. Dividends, if and
         when declared, during the initial five-year period ending on
         October 25, 2013, will be payable in an amount of $0.3125 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 five-year Government of Canada yield plus 1.70%,
         multiplied by $25.00.
    (11) These shares are entitled to non-cumulative preferential cash
         dividends payable quarterly. The initial dividend was paid on
         January 28, 2009, in an amount of $0.4829 per share. Dividends, if
         and when declared, during the initial five-year period ending on
         January 25, 2014, will be payable in an amount of $0.3125 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 five-year Government of Canada yield
         plus 1.88%, multiplied by $25.00.
    (12) These shares are entitled to non-cumulative preferential cash
         dividends, payable quarterly. The initial dividend, if and when
         declared, will be payable on April 28, 2009, in an amount of
         $0.5865 per share. Dividends, if and when declared, during the
         initial five-year period ending on January 25, 2014, will be payable
         in an amount of $0.3906 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 five-year
         Government of Canada yield plus 3.84%, multiplied by $25.00.
    (13) These shares are entitled to non-cumulative preferential cash
         dividends payable quarterly. The initial dividend, if and when
         declared, will be payable on April 28, 2009, in an amount of
         $0.41524 per share. Dividends, if and when declared, during the
         initial five-year period ending on April 25, 2014, will be payable
         in an amount of $0.390625 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 five-year
         Government of Canada yield plus 4.14%, multiplied by $25.00.
    (14) These shares are entitled to non-cumulative preferential cash
         dividends payable quarterly. The initial dividend, if and when
         declared, will be payable on April 28, 2009, in an amount of
         $0.37671 per share. Dividends, if and when declared, during the
         initial five-year period ending on April 25, 2014, will be payable
         in an amount of $0.390625 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
         five-year Government of Canada yield plus 4.46%, multiplied by
         $25.00.
    (15) Reported in capital instrument liabilities in the Consolidated
         Balance Sheet.
    (16) Reported in deposits in the Consolidated Balance Sheet.
    (17) Included are 20,632 stock options with tandem stock appreciation
         right (SAR) features.


    Further details, including convertibility features, are available in Notes
13, 14 and 17 of the October 31, 2008, consolidated financial statements
presented in the 2008 Annual Report, and Note 6 further below of this report.

    -------------------------------------------------------------------------

    INTERIM CONSOLIDATED FINANCIAL STATEMENTS


    Consolidated Statement of Income

                                                  For the three months ended
    -------------------------------------------------------------------------
                                        January 31   October 31   January 31
    (Unaudited) ($ millions)                  2009         2008         2008
    -------------------------------------------------------------------------
    Interest income
    Loans                                $   4,137    $   4,321    $   3,825
    Securities                                 868        1,054        1,168
    Securities purchased under resale
     agreements                                156          183          229
    Deposits with banks                        209          255          319
    -------------------------------------------------------------------------
                                             5,370        5,813        5,541
    -------------------------------------------------------------------------
    Interest expenses
    Deposits                                 2,752        3,201        3,078
    Subordinated debentures                     63           56           24
    Capital instrument liabilities               9            9            9
    Other                                      580          606          616
    -------------------------------------------------------------------------
                                             3,404        3,872        3,727
    -------------------------------------------------------------------------
    Net interest income                      1,966        1,941        1,814
    Provision for credit losses (Note 4)       281          207          111
    -------------------------------------------------------------------------
    Net interest income after provision
     for credit losses                       1,685        1,734        1,703
    -------------------------------------------------------------------------
    Other income
    Card revenues                              113          107           95
    Deposit and payment services               231          222          207
    Mutual funds                                80           78           78
    Investment management, brokerage and
     trust services                            178          189          186
    Credit fees                                185          142          133
    Trading revenues                           180          (41)         (44)
    Investment banking                         287          189          164
    Net gain (loss) on securities, other
     than trading                             (144)        (543)          20
    Other                                      275          207          186
    -------------------------------------------------------------------------
                                             1,385          550        1,025
    -------------------------------------------------------------------------
    Net interest and other income            3,070        2,284        2,728
    -------------------------------------------------------------------------
    Non-interest expenses
    Salaries and employee benefits           1,130        1,058          978
    Premises and technology(1)                 388          382          321
    Communications                              90           89           75
    Advertising and business development        78           96           69
    Professional                                54           59           45
    Business and capital taxes                  50           24           14
    Other(1)                                   220          236          167
    -------------------------------------------------------------------------
                                             2,010        1,944        1,669
    -------------------------------------------------------------------------
    Income before the undernoted             1,060          340        1,059
    Provision for income taxes                 190            2          193
    Non-controlling interest in net income
     of subsidiaries                            28           23           31
    -------------------------------------------------------------------------
    Net income                           $     842    $     315    $     835
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    Preferred dividends paid                    37           32           21
    -------------------------------------------------------------------------
    Net income available to common
     shareholders                        $     805    $     283    $     814
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    Average number of common shares
     outstanding (millions):
      Basic                                  1,001          990          985
      Diluted                                1,003          994          992
    -------------------------------------------------------------------------
    Earnings per common share (in
     dollars)(2):
      Basic                              $    0.80    $    0.28    $    0.83
      Diluted                            $    0.80    $    0.28    $    0.82
    -------------------------------------------------------------------------
    Dividends per common share (in
     dollars)                            $    0.49    $    0.49    $    0.47
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    Certain comparative amounts have been reclassified to conform to current
    period presentation.

    (1) Refer to note 1 for changes in accounting policies related to
        goodwill and intangible assets.
    (2) The calculation of earnings per share is based on full dollar and
        share amounts.

    The accompanying notes are an integral part of these interim consolidated
    financial statements.



    Consolidated Balance Sheet

                                                            As at
    -------------------------------------------------------------------------
                                        January 31   October 31   January 31
    (Unaudited) ($ millions)                  2009         2008         2008
    -------------------------------------------------------------------------
    Assets
    Cash resources
    Cash and non-interest-bearing
     deposits with banks                 $   3,007    $   2,574    $   2,816
    Interest-bearing deposits with banks    27,261       32,318       29,431
    Precious metals                          3,529        2,426        4,164
    -------------------------------------------------------------------------
                                            33,797       37,318       36,411
    -------------------------------------------------------------------------
    Securities
    Trading                                 50,529       48,292       60,702
    Available-for-sale                      43,788       38,823       32,992
    Equity accounted investments             3,266          920          788
    -------------------------------------------------------------------------
                                            97,583       88,035       94,482
    -------------------------------------------------------------------------
    Securities purchased under resale
     agreements                             14,182       19,451       20,362
    -------------------------------------------------------------------------
    Loans
    Residential mortgages                  111,984      115,084      105,532
    Personal and credit cards               51,674       50,719       43,513
    Business and government                130,182      125,503      101,389
    -------------------------------------------------------------------------
                                           293,840      291,306      250,434
    Allowance for credit losses (Note 4)     2,706        2,626        2,451
    -------------------------------------------------------------------------
                                           291,134      288,680      247,983
    -------------------------------------------------------------------------
    Other
    Customers' liability under
     acceptances                            13,144       11,969       12,518
    Derivative instruments                  43,526       44,810       25,217
    Land, buildings and equipment(1)         2,422        2,449        2,240
    Goodwill                                 2,820        2,273        1,266
    Other intangible assets(1)                 561          521          493
    Other assets                            10,660       12,119        8,450
    -------------------------------------------------------------------------
                                            73,133       74,141       50,184
    -------------------------------------------------------------------------
                                         $ 509,829    $ 507,625    $ 449,422
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    Liabilities and shareholders' equity
    Deposits
    Personal                             $ 122,648    $ 118,919    $ 108,219
    Business and government                198,887      200,566      175,772
    Banks                                   25,035       27,095       32,806
    -------------------------------------------------------------------------
                                           346,570      346,580      316,797
    -------------------------------------------------------------------------
    Other
    Acceptances                             13,144       11,969       12,518
    Obligations related to securities
     sold under repurchase agreements       35,578       36,506       32,967
    Obligations related to securities
     sold short                             11,963       11,700       13,570
    Derivative instruments                  43,831       42,811       25,046
    Other liabilities                       29,474       31,063       25,333
    Non-controlling interest in
     subsidiaries                              549          502          548
    -------------------------------------------------------------------------
                                           134,539      134,551      109,982
    -------------------------------------------------------------------------
    Subordinated debentures (Note 5)         5,407        4,352        2,150
    -------------------------------------------------------------------------
    Capital instrument liabilities             500          500          500
    -------------------------------------------------------------------------
    Shareholders' equity
    Capital stock
      Preferred shares (Note 6)              3,710        2,860        1,865
      Common shares                          4,496        3,829        3,614
    Retained earnings                       18,853       18,549       17,809
    Accumulated other comprehensive income
     (loss) (Note 7)                        (4,246)      (3,596)      (3,295)
    -------------------------------------------------------------------------
                                            22,813       21,642       19,993
    -------------------------------------------------------------------------
                                         $ 509,829    $ 507,625    $ 449,422
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    Certain comparative amounts have been reclassified to conform with
    current period presentation.

    (1) Refer to note 1 for changes in accounting policies related to
        goodwill and intangible assets.

    The accompanying notes are an integral part of these interim consolidated
    financial statements.



    Consolidated Statement of Changes in Shareholders' Equity

                                                  For the three months ended
    -------------------------------------------------------------------------
                                                     January 31   January 31
    (Unaudited) ($ millions)                               2009         2008
    -------------------------------------------------------------------------
    Preferred shares
    Balance at beginning of period                     $  2,860    $   1,635
    Issued                                                  850          230
    -------------------------------------------------------------------------
    Balance at end of period                              3,710        1,865
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    Common shares
    Balance at beginning of period                        3,829        3,566
    Issued                                                  667           48
    -------------------------------------------------------------------------
    Balance at end of period                              4,496        3,614
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    Retained earnings
    Balance at beginning of period                       18,549       17,460
    Net income                                              842          835
    Dividends:  Preferred                                   (37)         (21)
                Common                                     (493)        (463)
    Other                                                    (8)          (2)
    -------------------------------------------------------------------------
    Balance at end of period                             18,853       17,809
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    Accumulated other comprehensive income (loss)
    Balance at beginning of period                       (3,596)      (3,857)
    Other comprehensive income (loss)                      (650)         562
    -------------------------------------------------------------------------
    Balance at end of period                             (4,246)      (3,295)
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    Total shareholders' equity at end of period       $  22,813    $  19,993
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------



    Consolidated Statement of Comprehensive Income

                                                  For the three months ended
    -------------------------------------------------------------------------
                                                     January 31   January 31
    (Unaudited) ($ millions)                               2009         2008
    -------------------------------------------------------------------------
    Comprehensive income
    Net income                                        $     842    $     835
    -------------------------------------------------------------------------
    Preferred shares
    Other comprehensive income (loss), net of
     income taxes (Note 7):
      Net change in unrealized foreign currency
       translation losses                                  (126)         885
      Net change in unrealized gains (losses) on
       available-for-sale securities                       (386)         (60)
      Net change in gains (losses) on derivative
       instruments designated as cash flow hedges          (138)        (263)
    -------------------------------------------------------------------------
    Other comprehensive income (loss)                      (650)         562
    -------------------------------------------------------------------------
    Comprehensive income                              $     192    $   1,397
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    The accompanying notes are an integral part of these interim consolidated
    financial statements.



    Condensed Consolidated Statement of Cash Flows

                                                  For the three months ended
    -------------------------------------------------------------------------
    Sources (uses) of cash flows                     January 31   January 31
    (Unaudited) ($ millions)                               2009         2008
    -------------------------------------------------------------------------
    Cash flows from operating activities
    Net income                                        $     842    $     835
    Adjustments to determine net cash flows from
     (used in) operating activities                         102          239
    Net accrued interest receivable and payable              80          244
    Trading securities                                   (2,351)        (331)
    Derivative assets                                     2,012       (1,127)
    Derivative liabilities                                  337       (1,742)
    Other, net                                           (2,335)         838
    -------------------------------------------------------------------------
                                                         (1,313)      (1,044)
    -------------------------------------------------------------------------
    Cash flows from financing activities
    Deposits                                             (1,425)      17,330
    Obligations related to securities sold under
     repurchase agreements                                 (437)       4,229
    Obligations related to securities sold short            247       (2,766)
    Subordinated debentures issued                        1,000          394
    Preferred shares issued                                 600          230
    Common shares issued                                    167           36
    Cash dividends paid                                    (530)        (484)
    Other, net                                              352        1,426
    -------------------------------------------------------------------------
                                                            (26)      20,395
    -------------------------------------------------------------------------
    Cash flows from investing activities
    Interest-bearing deposits with banks                  2,951       (5,179)
    Securities purchased under resale agreements          4,872        2,537
    Loans, excluding securitizations                     (6,812)     (13,510)
    Loan securitizations                                  4,763          550
    Securities, other than trading, net                  (2,389)      (2,035)
    Land, buildings and equipment, net of disposals         (51)         (79)
    Other, net(1)                                        (1,563)      (1,046)
    -------------------------------------------------------------------------
                                                          1,771      (18,762)
    -------------------------------------------------------------------------
    Effect of exchange rate changes on cash and
     cash equivalents                                         1           89
    -------------------------------------------------------------------------
    Net change in cash and cash equivalents                 433          678
    Cash and cash equivalents at beginning of period      2,574        2,138
    -------------------------------------------------------------------------
    Cash and cash equivalents at end of period(2)     $   3,007    $   2,816
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------

    Cash disbursements made for:
      Interest                                        $   3,614    $   3,653
      Income taxes                                    $     253    $     331
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    (1) For the three months ended January 31, 2009, comprises investments in
        subsidiaries and associated corporations, net of cash and cash
        equivalents at the date of acquisition of nil (January 31, 2008 -
        $35), net of non-cash consideration of common shares issued from
        treasury of $500 (January 31, 2008 - nil), and non-cumulative
        preferred shares of $250 (January 31, 2008 - nil).
    (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, 2008. 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, except as discussed
    in Note 1.

    1.  Changes in accounting policies

        Commencing November 1, 2008, the Bank adopted a new accounting
        standard - Goodwill and Intangible Assets. As a result of adopting
        the new standard, certain software costs previously recorded as Land,
        buildings and equipment are now recorded as Other intangible assets
        in the Consolidated Balance Sheet. Accordingly, $239 million at
        October 31, 2008 (at January 31, 2008 - $220 million) was
        reclassified from Land, building and equipment to Other intangible
        assets. The related amortization expense that was previously recorded
        in Premises and technology non-interest expenses on the Consolidated
        Statement of Income is now recorded as Other non-interest expenses.
        Accordingly, $15 million for three-month period ended October 31,
        2008 (three-month period ended January 31, 2008 - $6 million), was
        reclassified from Premises and technology non-interest expenses to
        Other non-interest expenses.

        Note 1 to the Bank's 2008 annual audited consolidated financial
        statements describes accounting policy changes for the prior year.

    2.  Future accounting changes

        The following summarizes future accounting policy changes that will
        be relevant to the Bank's consolidated financial statements.

        International Financial Reporting Standards (IFRS)

        The Canadian Accounting Standards Board (AcSB) has determined that
        profit-oriented publicly accountable enterprises will be required to
        adopt International Financial Reporting Standards. IFRS will replace
        current Canadian GAAP for those enterprises. For the Bank, IFRS
        will be effective for interim and annual periods commencing November
        1, 2011, including the preparation and reporting of one year of
        comparative figures. The Bank is currently in the process of
        evaluating the impacts and implications from its conversion to IFRS.

    3.  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 January 31, 2009, the
        key weighted-average assumptions used to measure the fair value at
        the dates of securitization were a prepayment rate of 23.7%, an
        excess spread of 1.6% and a discount rate of 3.0%. The following
        table summarizes the Bank's sales.

                                                  For the three months ended
        ---------------------------------------------------------------------
                                               January    October    January
                                                    31         31         31
        ($ millions)                              2009       2008       2008
        ---------------------------------------------------------------------
        Net cash proceeds(1)                 $   4,763  $   2,537  $     550
        Retained interest                          170         80         16
        Retained servicing liability               (29)       (15)        (4)
        ---------------------------------------------------------------------
                                                 4,904      2,602        562
        Residential mortgages securitized        4,827      2,577        555
        ---------------------------------------------------------------------
        Net gain (loss) on sale(2)           $      77  $      25  $       7
        ---------------------------------------------------------------------
        ---------------------------------------------------------------------
        (1) Excludes insured mortgages which were securitized and retained by
            the Bank of $847 for the three months ended January 31, 2009
            (October 31, 2008 - $1,822; January 31, 2008 - $1,351). As at
            January 31, 2009, the outstanding balance of mortgage-backed
            securities was $6,474, and these assets have been classified as
            available-for-sale securities.
        (2) Net of issuance costs.


    4.  Impaired loans and allowance for credit losses

        (a) Impaired loans
                                                                 As at
        ---------------------------------------------------------------------
                                                          January    October
                                                               31         31
                                                             2009       2008
        ---------------------------------------------------------------------
                                              Specific
        ($ millions)                  Gross allowance(1)      Net        Net
        ---------------------------------------------------------------------
        By loan type:
          Residential mortgages   $     788  $     246  $     542  $     432
          Personal and credit
           cards                        829        675        154         84
          Business and government     1,368        462        906        675
        ---------------------------------------------------------------------
        Total                     $   2,985  $   1,383  $   1,602  $   1,191
        ---------------------------------------------------------------------
        ---------------------------------------------------------------------
        By geography:
          Canada                                        $     449  $     354
          United States                                       131         80
          Other International                               1,022        757
        ---------------------------------------------------------------------
        Total                                           $   1,602  $   1,191
        ---------------------------------------------------------------------
        ---------------------------------------------------------------------
        (1) The specific allowance for impaired loans evaluated on an
            individual basis totalled $459 (October 31, 2008 - $462).


        (b) Allowance for credit losses

        The following table summarizes the change in the allowance for credit
        losses.
                                                  For the three months ended
        ---------------------------------------------------------------------
                                               January    October    January
                                                    31         31         31
        ($ millions)                              2009       2008       2008
        ---------------------------------------------------------------------

        Balance at beginning of period       $   2,634  $   2,485  $   2,252
        Writeoffs                                 (283)      (278)      (194)
        Recoveries                                  59         77         51
        Provision for credit losses                281        207        111
        Other, including foreign exchange
         adjustment                                 23        143        242
        ---------------------------------------------------------------------
        Balance at the end of
         period(1)(2)(3)                     $   2,714  $   2,634  $   2,462
        ---------------------------------------------------------------------
        (1) As at January 31, 2009, includes nil specific allowance relating
            to acquisitions of new subsidiaries (October 31, 2008 - $89;
            January 31, 2008 - $177).
        (2) As at January 31, 2009, $8 has been recorded in other liabilities
            (October 31, 2008 - $8; January 31, 2008 - $11).
        (3) As at January 31, 2009, the general allowance for credit losses
            was $1,323 (October 31, 2008 - $1,323; January 31, 2008 -
            $1,298).


    5.  Subordinated debentures

        Subordinated debentures totalling $1 billion were issued on January
        22, 2009, and will mature on January 22, 2021. Interest is payable
        semi-annually in arrears, commencing on July 22, 2009, at 6.65% per
        annum until January 22, 2016. From January 22, 2016 until maturity,
        interest is payable at an annual rate equal to the 90-day Bankers'
        Acceptance Rate plus 5.85%, payable quarterly commencing April 22,
        2016. The subordinated debentures are redeemable by the Bank, at any
        time subject to prior regulatory approval. The subordinated
        debentures qualify as Tier 2B capital.

    6.  Capital management

        The Bank has a capital management process in place to measure, deploy
        and monitor its available capital and assess its adequacy. The
        objectives and practices of the Bank's capital management process are
        consistent with those in place at October 31, 2008.

        Regulatory Capital Ratios

        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 represent the Bank's exposures to credit, market and
        operational risk and are computed by applying a combination of the
        Bank's internal credit risk parameters and Office of the
        Superintendent of Financial Institutions, Canada (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 January 31, 2009. OSFI has also prescribed an
        asset-to-capital leverage multiple; the Bank was in compliance with
        this threshold as at January 31, 2009.

        Bank regulatory capital consists of two components - Tier 1 capital,
        which is more permanent, and Tier 2 capital as follows:

                                                            As at
        ---------------------------------------------------------------------
                                               January    October    January
                                                    31         31         31
        (unaudited)($ millions)                   2009       2008       2008
        ---------------------------------------------------------------------
        Shareholders' equity per
         consolidated balance sheet          $  22,813  $  21,642  $  19,993
        Components of accumulated other
         comprehensive income excluded
         from Tier 1                             1,624      1,220       (369)
        Capital instrument liabilities -
         trust securities                        2,750      2,750      2,750
        Non-controlling interest in
         subsidiaries                              549        502        548
        Goodwill deduction                      (2,820)    (2,273)    (1,266)
        Other capital deductions(1)             (2,077)      (578)      (490)
        ---------------------------------------------------------------------
        Tier 1 capital                          22,839     23,263     21,166
        ---------------------------------------------------------------------
        Qualifying subordinated debentures,
         net of amortization                     5,357      4,227      1,859
        Trust subordinated notes                 1,000      1,000      1,000
        Other net capital items(2)              (1,818)      (643)      (151)
        ---------------------------------------------------------------------
        Tier 2 capital                           4,539      4,584      2,708
        ---------------------------------------------------------------------
        Total Regulatory Capital                27,378     27,847     23,874
        ---------------------------------------------------------------------
        Total risk weighted assets           $  239,660 $ 250,591  $ 234,876
        ---------------------------------------------------------------------
        Capital ratios
        Tier 1 capital ratio                      9.5%       9.3%       9.0%
        Total capital ratio                      11.4%      11.1%      10.2%
        Assets-to-capital multiple               18.1x      18.0x      19.2x
        ---------------------------------------------------------------------
        Certain comparative amounts have been reclassified to conform to
        current period presentation.
        (1) Comprised of net after-tax gains on sale of securitized assets,
            50% of all investments in certain specified corporations and
            other items.
        (2) Comprised of 50% of all investments in specified corporations and
            other items, 100% of investments in insurance entities, offset by
            eligible allowance for credit losses and net after-tax unrealized
            gain on available-for-sale equity securities.


        Significant capital transactions

        (a) In the third quarter of 2008, the Bank initiated a new 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 April 30, 2008. The bid terminated on January 11,
        2009. The Bank did not purchase any common shares pursuant to this
        bid during the quarter.

        (b) On December 12, 2008, the Bank issued 14,450,867 common shares at
        a price of $34.60 per share as part of the acquisition of CI
        Financial Corp. (CI Financial). Refer to Note 11 for further details.

        (c) Series 24 non-cumulative five-year rate reset preferred shares
        totaling $250 million were issued on December 12, 2008, as part of
        the acquisition of CI Financial. Holders are entitled to receive
        fixed non-cumulative preferential cash dividends, payable quarterly,
        if and when declared, in an amount of $0.3906 per share for the
        initial five-year fixed rate period ending on January 25, 2014. The
        initial dividend, if and when declared, will be payable on April 28,
        2009, and will be $0.5865 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 five-
        year Government of Canada yield plus 3.84%, multiplied by $25.00.
        Holders of Series 24 preferred shares have the option to convert
        their shares into an equal number of Series 25 non-cumulative
        floating rate preferred shares on January 26, 2014, and on January 26
        every five years thereafter. Series 25 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 plus 3.84%, 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 24 preferred shares issued and
        outstanding on the applicable Series 24 Conversion Date, all of the
        issued and outstanding Series 24 preferred shares will automatically
        be converted on such Series 24 Conversion Date into an equal number
        of Series 25 preferred shares. With prior written approval of the
        Superintendent of Financial Institutions Canada, Series 24 preferred
        shares and, if applicable, Series 25 preferred shares, are redeemable
        by the Bank. These shares are redeemable at $25.00 per share on
        January 26, 2014, and every five years thereafter. On all other dates
        beginning January 26, 2014, Series 25 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.

        (d) Series 26 non-cumulative five-year rate reset preferred shares
        totaling $325 million were issued on January 21, 2009. Holders are
        entitled to receive fixed non-cumulative preferential cash dividends,
        payable quarterly, if and when declared, in an amount of $0.390625
        per share for the initial five-year fixed rate period ending on April
        25, 2014. The initial dividend, if and when declared, will be payable
        on April 28, 2009, and will be $0.41524 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 five-
        year Government of Canada yield plus 4.14%, multiplied by $25.00.
        Holders of Series 26 preferred shares have the option to convert
        their shares into an equal number of Series 27 non-cumulative
        floating rate preferred shares on April 26, 2014, and on April 26
        every five years thereafter. Series 27 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 plus 4.14%, 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 26 preferred shares issued and
        outstanding on the applicable Series 26 Conversion Date, all of the
        issued and outstanding Series 26 preferred shares will automatically
        be converted on such Series 26 Conversion Date into an equal number
        of Series 27 preferred shares. With prior written approval of the
        Superintendent of Financial Institutions Canada, Series 26 preferred
        shares and, if applicable, Series 27 preferred shares, are redeemable
        by the Bank. These shares are redeemable at $25.00 per share on April
        26, 2014, and every five years thereafter. On all other dates
        beginning April 26, 2014, Series 27 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.

        (e) Series 28 non-cumulative five-year rate reset preferred shares
        totaling $275 million were issued on January 30, 2009. Holders are
        entitled to receive fixed non-cumulative preferential cash dividends,
        payable quarterly, if and when declared, in an amount of $0.390625
        per share for the initial five-year fixed rate period ending on April
        25, 2014. The initial dividend, if and when declared, will be payable
        on April 28, 2009, and will be $0.37671 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 five-
        year Government of Canada yield plus 4.46%, multiplied by $25.00.
        Holders of Series 28 preferred shares have the option to convert
        their shares into an equal number of Series 29 non-cumulative
        floating rate preferred shares on April 26, 2014, and on April 26
        every five years thereafter. Series 29 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 plus 4.46%, 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 28 preferred shares issued and
        outstanding on the applicable Series 28 Conversion Date, all of the
        issued and outstanding Series 28 preferred shares will automatically
        be converted on such Series 28 Conversion Date into an equal number
        of Series 29 preferred shares. With prior written approval of the
        Superintendent of Financial Institutions Canada, Series 28 preferred
        shares and, if applicable, Series 29 preferred shares, are redeemable
        by the Bank. These shares are redeemable at $25.00 per share on
        April 26, 2014, and every five years thereafter. On all other dates
        beginning April 26, 2014, Series 29 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.

    7.  Accumulated other comprehensive income (loss)

        The components of accumulated other comprehensive income (loss) as at
        January 31, 2009, and other comprehensive income (loss) for the three
        months then ended were as follows:

    Accumulated other comprehensive income (loss)

                              As at and for the three months ended
    -------------------------------------------------------------------------
                    Opening     Net       Ending   Opening     Net    Ending
                    balance  change      balance   balance  change   balance
                   ----------------------------------------------------------
                    October              January   October           January
                         31                   31        31                31
    ($ millions)       2008                 2009      2007              2008
    -------------------------------------------------------------------------
    Unrealized
     foreign
     currency
     translation
     gains (losses),
     net of hedging
     activities    $ (2,181) $ (126) $ (2,307)(1) $ (4,549) $  885  $ (3,664)
    Unrealized
     gains (losses)
     on available-
     for-sale
     securities,
     net of hedging
     activities       (949)   (386)   (1,335)(2)      639      (60)      579
    Gains (losses)
     on derivative
     instruments
     designated
     as cash flow
     hedges           (466)   (138)     (604)(3)       53     (263)     (210)
    -------------------------------------------------------------------------
    Accumulated
     other
     comprehensive
     income
     (loss)       $ (3,596) $ (650) $    (4,246) $ (3,857) $   562  $ (3,295)
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    (1) Net of income tax expense of $345 (January 31, 2008 - expense of
        $333).
    (2) Net of income tax benefit of $495 (January 31, 2008 - expense of
        $276). The balance as at January 31, 2009, includes unrealized losses
        of $1,940 (January 31, 2008 - $277) after tax on the available-for-
        sale securities.
    (3) Net of income tax benefit of $273 (January 31, 2008 - benefit of
        $100).


        Other comprehensive income (loss)

        The following table summarizes the changes in the components of other
        comprehensive income (loss).

                                                  For the three months ended
        ---------------------------------------------------------------------
                                                          January    January
                                                               31         31
        ($ millions)                                         2009       2008
        ---------------------------------------------------------------------
        Net change in unrealized foreign currency
         translation losses
        Net unrealized foreign currency translation
         gains (losses)(1)                              $     (44) $   1,141
        Net losses on hedges of net investments in
         self-sustaining foreign operations(2)                (82)      (256)
        ---------------------------------------------------------------------
                                                             (126)       885
        ---------------------------------------------------------------------
        ---------------------------------------------------------------------
        Net change in unrealized gains (losses) on
         available-for-sale securities
        Net unrealized gains (losses) on available-
         for-sale securities(3)                              (273)         8
        Reclassification of net gains to net income(4)       (113)       (68)
        ---------------------------------------------------------------------
                                                             (386)       (60)
        ---------------------------------------------------------------------
        ---------------------------------------------------------------------
        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)                   (323)       278
        Reclassification of net (gains) losses to net
         income(6)                                            185       (541)
        ---------------------------------------------------------------------
                                                             (138)      (263)
        ---------------------------------------------------------------------
        ---------------------------------------------------------------------
        Other comprehensive income (loss)               $    (650) $     562
        ---------------------------------------------------------------------
        ---------------------------------------------------------------------
        (1) Net of income tax expense of nil.
        (2) Net of income tax expense of $27 (January 31, 2008 - benefit of
            $94).
        (3) Net of income tax benefit of $122 (January 31, 2008 - benefit of
            $46).
        (4) Net of income tax expense of $2 (January 31, 2008 - expense of
            $16).
        (5) Net of income tax benefit of $138 (January 31, 2008 - expense of
            $126).
        (6) Net of income tax benefit of $83 (January 31, 2008 - expense of
            $251).


    8.  Financial instruments

        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's framework to
        monitor, evaluate and manage these risks is consistent with that in
        place as at October 31, 2008.

        (a) 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.

        Credit risk exposures

        Credit risk exposures disclosed below are presented based on Basel II
        approaches utilized by the Bank. All material portfolios in Canada,
        U.S. and Europe are treated under the advanced internal ratings based
        approach (AIRB) and the remaining portfolios including other
        international portfolios are treated under the Standardized approach.
        Under the AIRB approach, the Bank uses internal risk parameter
        estimates, based on historical experience, for probability of default
        (PD), loss given default (LGD) and exposure at default (EAD), as
        defined below:

        -  EAD: Generally represents the expected gross exposure; outstanding
           amount for on-balance sheet exposure and loan equivalent amount
           for off-balance sheet exposure.

        -  PD: Measures the likelihood that a borrower will default within a
           one-year time horizon, expressed as a percentage.

        -  LGD: Measures the severity of loss on a facility in the event of a
           borrower's default, expressed as a percentage of exposure at
           default.

        Under the standardized approach, credit risk is estimated using the
        risk weights as prescribed by the Basel II framework, either based on
        credit assessments by external rating agencies or based on the
        counterparty type for non-retail exposures and product type for
        retail exposures. Standardized risk weights also takes into account
        other factors such as specific provisions for defaulted exposures,
        eligible collateral, and loan-to-value for real estate secured retail
        exposures.

        Exposure at default(1)
        ---------------------------------------------------------------------
                                      As at January 31,     As at October 31,
                                                  2009                  2008
        ---------------------------------------------------------------------
                                             Standard-
        ($ millions)                 AIRB(2)      ized      Total      Total
        ---------------------------------------------------------------------
        By Exposure sub-type
        Non-Retail(2)
          Drawn(3)                $ 142,663  $  71,028  $ 213,691  $ 208,494
          Undrawn Commitments        55,897      4,067     59,964     64,870
          Other exposures(4)         83,880      2,972     86,852     87,713
        ---------------------------------------------------------------------
          Total Non-Retail        $ 282,440  $  78,067  $ 360,507  $ 361,077
        ---------------------------------------------------------------------
        ---------------------------------------------------------------------
        Retail
          Drawn(5)                $ 100,620  $  36,933  $ 137,553  $ 137,624
          Undrawn Commitments         8,666        220      8,886      7,540
        ---------------------------------------------------------------------
          Total Retail            $ 109,286  $  37,153  $ 146,439  $ 145,164
        ---------------------------------------------------------------------
        Total                     $ 391,726  $ 115,220  $ 506,946  $ 506,241
        ---------------------------------------------------------------------
        ---------------------------------------------------------------------
        (1) After credit mitigation, excludes available-for-sale equity
            securities and other assets.
        (2) Non-retail AIRB drawn and undrawn exposures include government
            guaranteed mortgages ($35 billion).
        (3) Non-retail drawn includes loans, bankers' acceptances, deposits
            with banks and available-for-sale debt securities.
        (4) Includes off-balance sheet lending instruments such as letters of
            credit, letters of guarantee, securitization, derivatives and
            repo-style transactions net of related collateral.
        (5) Retail drawn includes residential mortgages, credit cards, lines
            of credit and other personal loans.


        Total Credit risk exposures by geography(1)
        ---------------------------------------------------------------------
                                                            As at October 31,
                                As at January 31, 2009                  2008
        ---------------------------------------------------------------------
                                    Undrawn      Other
                                    commit-      expo-
        ($ millions)       Drawn      ments    sures(2)     Total      Total
        ---------------------------------------------------------------------
        Canada         $ 202,578  $  44,960  $  33,291  $ 280,829  $ 278,770
        USA               35,330     17,575     36,244     89,149     89,451
        Mexico            12,996        320      1,092     14,408     15,137
        Other
         International
          Europe          26,303      2,272      9,816     38,391     39,486
          Caribbean       27,743      1,703      2,652     32,098     30,788
          Latin America
           (excluding
           Mexico)        23,061        903      1,085     25,049     22,653
          All other       23,233      1,117      2,672     27,022     29,956
        ---------------------------------------------------------------------
          Total        $ 351,244  $  68,850  $  86,852  $ 506,946  $ 506,241
        ---------------------------------------------------------------------
        ---------------------------------------------------------------------
        (1) Geographic segmentation is based upon the location of the
            ultimate risk of the credit exposure. Includes all credit risk
            portfolios and excludes available-for-sale equities, and other
            assets.
        (2) Includes off-balance sheet lending instruments such as letters of
            credit, letters of guarantee, securitization, derivatives and
            repo-style transactions after collateral.


        Balance sheet asset categories cross-referenced to credit risk
        exposures

        The table below provides a mapping of on-balance sheet asset
        categories that are included in the various Basel II exposure
        categories, as presented in the credit exposure summary table above
        of these financial statements. The amounts for Basel II purposes do
        not include certain assets such as cash, precious metals, available-
        for-sale equity securities and other assets. Also excluded from Basel
        II credit exposures are all trading book assets and assets of the
        Bank's insurance subsidiaries.

    Balance sheet asset exposures
    -------------------------------------------------------------------------
                       As at January 31, 2009         As at October 31, 2008
    -------------------------------------------------------------------------
                         Drawn(1)       Other           Drawn(1)       Other
                      Non-              expo-        Non-              expo-
    ($ millions)    retail    Retail    sures      retail    Retail    sures
    -------------------------------------------------------------------------
    Deposits
     with
     banks        $ 23,887  $      -  $ 4,964    $ 28,208  $      -  $ 5,132
    Available-
     for-sale
     debt
     securities     25,315     6,485    9,461      20,201     6,066    9,724
    Residential
     mortgages      32,223(2) 79,450        -      33,959(2) 80,836        -
    Personal and
     credit
     cards               -    51,482        -           -    50,603        -
    Securities
     purchased
     under
     re-sale
     agreements          -         -   14,176           -         -   19,445
    Loans to
     business
     and
     government    118,461         -    6,061     114,157         -    3,422
    Customers'
     liability
     under
     acceptances    13,144         -        -      11,969         -        -
    Derivative
     instruments         -         -   43,526           -         -   44,810
    Other assets       661       136        -           -       119        -
    -------------------------------------------------------------------------
    Total         $213,691  $137,553  $78,188    $208,494  $137,624  $82,533
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    (1) Gross of allowances for credit losses for AIRB exposures and net of
        specific allowances for standardized exposures.
    (2) Includes $32 billion (October 31, 2008 - $33 billion) in mortgages
        guaranteed by Canada Mortgage Housing Corporation.


        Credit quality of non-retail exposures

        The Bank's non-retail portfolio is well diversified by industry. As
        at January 31, 2009, a significant portion of the authorized
        corporate and commercial lending portfolio was internally assessed at
        a grade that would generally equate to an investment grade rating by
        external rating agencies. There has not been a significant change in
        concentrations of credit risk since October 31, 2008.

        Non-retail AIRB portfolio

        The cross references of the Bank's internal borrower grades with
        equivalent rating categories utilized by external rating agencies are
        outlined on page 141 of the 2008 Annual Report. The credit quality of
        the non-retail AIRB portfolio, expressed in terms of risk categories
        of Borrower internal grades is shown in the table below:

        Exposure at default(1)
        ---------------------------------------------------------------------
                                                                       As at
        Category of                                               October 31,
         internal grades           As at January 31, 2009               2008
        ---------------------------------------------------------------------
                                    Undrawn      Other
                                    Commit-      Expo-
        ($ millions)       Drawn      ments    sures(2)     Total      Total
        ---------------------------------------------------------------------
        Investment
         grade         $  70,368  $  40,877  $  77,767  $ 189,012  $ 188,904
        Non-investment
         grade            37,332     11,259      5,073     53,664     54,591
        Watch list         2,959        512        752      4,223      2,736
        Default              481         58         79        618        297
        ---------------------------------------------------------------------
        Total,
         excluding
         residential
         mortgages     $ 111,140  $  52,706  $  83,671  $ 247,517  $ 246,528
        ---------------------------------------------------------------------
        Government
         guaranteed
         residential
         mortgages(3)     31,523      3,191          -     34,714     36,303
        ---------------------------------------------------------------------
        Total          $ 142,663  $  55,897  $  83,671  $ 282,231  $ 282,831
        ---------------------------------------------------------------------
        ---------------------------------------------------------------------
        (1) After credit risk mitigation.
        (2) Includes off-balance sheet lending instruments such as letters of
            credit, letters of guarantee, derivatives, securitizations
            (excluding first loss protection of $209) and repo-style
            transactions (reverse repurchase agreements, repurchase
            agreements and securities lending and borrowing), net of related
            collateral.
        (3) Under Basel II, these exposures are classified as sovereign
            exposure and included in the non-retail category.


        Non-retail standardized portfolio

        The non-retail standardized portfolio as at January 31, 2009,
        comprised of drawn, undrawn and other exposures to corporate, bank
        and sovereign counterparties, amounted to $78 billion unchanged from
        year end. Exposures to most Corporate and Commercial counterparties,
        mainly in the Caribbean and Latin American region, are to non-
        investment grade counterparties, based on the Bank's internal grading
        systems.

        Credit quality of retail exposures

        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. As at January 31,
        2009, the amount of retail loans that were past due but not impaired
        was not significant.

        Retail AIRB portfolio

        The general relationship between PD ranges and the category of PD
        grades is outlined on page 142 of the 2008 Annual Report. The data in
        the table below provides a distribution of the retail AIRB exposure
        within each PD grade by exposure class:

        Exposure at default(1)
        ---------------------------------------------------------------------
                                                                       As at
                                                                  October 31,
        Category of PD grades           As at January 31, 2009(2)       2008
        ---------------------------------------------------------------------
                                               Undrawn
                                               Commit-
        ($ millions)                  Drawn      ments      Total      Total
        ---------------------------------------------------------------------
        Very low                  $  64,191  $   5,860  $  70,051  $  74,214
        Low                          11,886      1,663     13,549     15,174
        Medium                       20,445      1,011     21,456     15,862
        High                          2,794         90      2,884      1,468
        Very high                       967         42      1,009        518
        Default                         337          -        337        312
        ---------------------------------------------------------------------
                                  $ 100,620  $   8,666  $ 109,286  $ 107,548
        ---------------------------------------------------------------------
        ---------------------------------------------------------------------
        (1) After credit risk mitigation.
        (2) The PD factors were updated in the first quarter of 2009,
            resulting in higher PDs across the portfolios.


        Retail standardized portfolio

        The retail standardized portfolio of $37 billion as at January 31,
        2009 (October 31, 2008 - $38 billion), was comprised of residential
        mortgages, personal loans, credit cards and lines of credit to
        individuals, mainly in the Caribbean and Latin American region. Of
        the total standardized retail exposures, $23 billion (October 31,
        2008 - $24 billion) related to mortgages and loans secured by
        residential real estate, mostly with a loan-to-value ratio of below
        80%.

        Collateral

        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.

        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
        January 31, 2009, total assets pledged were $55 billion (October 31,
        2008 - $45 billion; January 31, 2008 - $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.

        (b) 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 holdings of liquid assets, which can generally be sold or
        pledged to meet its obligations, amounted to $108 billion as at
        January 31, 2009 (October 31, 2008 - $106 billion; January 31, 2008 -
        $114 billion), representing 21% of the Bank's total assets
        (October 31, 2008 - 21%; January 31, 2008 - 25%).

        Contractual maturities

        The table below shows the contractual maturities of certain of the
        Bank's financial liabilities.

                                        Payable on a fixed date
                                     ------------------------------
                                                           Greater
    As at January  Payable   Payable      Less    One to      than
     31, 2009           on     after  than one      five      five
     ($ millions)   demand    notice      year     years     years     Total
    -------------------------------------------------------------------------
    Deposits      $ 38,201  $ 54,654  $184,039  $ 61,950  $  7,726  $346,570
    Subordinated
     debentures          -         -         -       249     5,158     5,407
    Capital
     instrument
     liabilities         -         -         -         -       500       500
    -------------------------------------------------------------------------
    Total         $ 38,201  $ 54,654  $184,039  $ 62,199  $ 13,384  $352,477
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------


                                        Payable on a fixed date
                                     ------------------------------
                                                           Greater
    As at October  Payable   Payable      Less    One to      than
     31, 2008           on     after  than one      five      five
     ($ millions)   demand    notice      year     years     years     Total
    -------------------------------------------------------------------------
    Deposits      $ 37,157  $ 52,312  $186,818  $ 63,659  $  6,634  $346,580
    Subordinated
     debentures          -         -         -       252     4,100     4,352
    Capital
     instrument
     liabilities         -         -         -         -       500       500
    -------------------------------------------------------------------------
    Total         $ 37,157  $ 52,312  $186,818  $ 63,911  $ 11,234  $351,432
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------


                                        Payable on a fixed date
                                     ------------------------------
                                                           Greater
    As at January  Payable   Payable      Less    One to      than
     31, 2008           on     after  than one      five      five
     ($ millions)   demand    notice      year     years     years     Total
    -------------------------------------------------------------------------
    Deposits(1)   $ 26,710  $ 38,900  $120,885  $ 48,622  $  6,181  $241,298
    Subordinated
     debentures          -         -       256         -     1,894     2,150
    Capital
     instrument
     liabilities         -         -         -         -       500       500
    -------------------------------------------------------------------------
    Total         $ 26,710  $ 38,900  $121,141  $ 48,622  $  8,575  $243,948
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    (1) The Bank's deposit liabilities at January 31, 2008, are those
        recorded in Canada and the United States, which amounted to
        $241 billion, representing 76% of the Bank's total deposits.


        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. The majority
        of these commitments, which are not reflected on the Consolidated
        Balance Sheet, had a remaining term to maturity of less than one year
        for all periods presented.

        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 January 31, 2009, 49% (October 31, 2008 - 52%; January 31, 2008 -
        56%) of the notional value of the Bank's derivative instruments
        mature within one year, while 85% (October 31, 2008 - 85%; January
        31, 2008 - 87%) mature within five years.

        (c) 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.

        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.

        Interest rate sensitivity

        Based on the Bank's interest rate positions, the following table
        shows the potential after-tax impact on the Bank's net income over
        the next 12 months and on the economic value of shareholders' equity
        of an immediate and sustained 100 basis point increase and decrease
        in interest rates across all currencies.

        As at       January 31, 2009    October 31, 2008    January 31, 2008
        ---------------------------------------------------------------------
                            Economic            Economic            Economic
        ($             Net  value of       Net  value of       Net  value of
         millions)  income    equity    income    equity    income    equity
        ---------------------------------------------------------------------
        100 bp
         increase  $   145   $  (109)  $    89   $  (373)  $   124   $  (548)
        ---------------------------------------------------------------------
        100 bp
         decrease  $  (113)  $   107   $  (100)  $   346   $  (104)  $   564
        ---------------------------------------------------------------------
        ---------------------------------------------------------------------

        Non-trading 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.

        As at January 31, 2009, 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 $37 million (October 31, 2008 - $38 million;
        January 31, 2008 - $34 million) in the absence of hedging activity,
        primarily from exposure to U.S. dollars. A similar change in the
        Canadian dollar as at January 31, 2009, would increase (decrease) the
        unrealized foreign currency translation losses in the accumulated
        other comprehensive income section of shareholders' equity by
        approximately $187 million (October 31, 2008 - $174 million;
        January 31, 2008 - $145 million), net of hedging.

        Equity risk

        Equity risk is the risk of loss due to adverse movements in equity
        prices. The Bank is exposed to equity risk through its available-for-
        sale equity portfolios. The fair value of available-for-sale equity
        securities as at January 31, 2009, was $2,915 million (October 31,
        2008 - $3,211 million; January 31, 2008 - $3,223 million).

        Trading portfolio risk management

        Market risk arising from the Bank's trading activities can be
        aggregated using VaR and stress testing measures. The table below
        shows the Bank's VaR by risk factor:

    One-day VaR by risk factor
    -------------------------------------------------------------------------
                     As at    For the three months ended     As at     As at
                   January          January 31, 2009       October   January
                        31                                      31        31
    ($ millions)      2009   Average      High       Low      2008      2008
    -------------------------------------------------------------------------
    Interest rate     14.9      19.7      26.1      12.7      23.8      16.7
    Equities           5.4       5.3       8.3       3.6       4.9       2.8
    Foreign exchange   2.8       2.3       4.7       0.8       1.7       0.6
    Commodities        3.6       3.9       4.9       2.8       3.4       3.4
    Diversification  (11.9)     (9.5)      N/A       N/A      (7.3)     (4.2)
    -------------------------------------------------------------------------
    All-Bank VaR      14.8      21.7      28.9      14.8      26.5      19.3
    -------------------------------------------------------------------------

        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 after-
        tax loss of approximately $276 million (October 31, 2008 - loss of
        $204 million; January 31, 2008 - loss of $99 million). As at
        January 31, 2009, the maximum length of cash flow hedges outstanding
        was less than 10 years (October 31, 2008 - less than 10 years;
        January 31, 2008 - less than 7 years).

        Any hedge ineffectiveness is measured and recorded in current period
        income in the Consolidated Statement of Income. The Bank recorded a
        gain of $27 million during the three months ended January 31, 2009
        (October 31, 2008 - loss of $14 million; January 31, 2008 - loss of
        $6 million), of which a gain of $3 million (October 31, 2008 - loss
        of $1 million; January 31, 2008 - loss of $4 million) related to cash
        flow hedges, due to the ineffective portion of designated 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.

        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. No ineffectiveness was recognized on net
        investment hedges.

        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 $5.2 billion as at January 31, 2009 (October 31, 2008 -
        $7.5 billion; January 31, 2008 - $6.4 billion). The change in fair
        value that was recorded through trading income for the three months
        ended January 31, 2009, was a loss of $310 million (October 31, 2008
        - loss of $1,533 million; January 31, 2008 - loss of $280 million).
        These changes in fair value were substantially 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 $63 million as at
        January 31, 2009 (October 31, 2008 - $56 million; January 31, 2008 -
        $110 million). The change in fair value that was recorded through
        trading income for the three months ended January 31, 2009, was a
        gain of $5 million (October 31, 2008 - loss of less than $1 million;
        January 31, 2008 - loss of $3 million).

        The Bank has classified certain debt and equity investments as
        trading securities to reduce an accounting mismatch between these
        assets and fair value changes in related derivatives. The fair value
        of these trading securities was $2,998 million as at January 31, 2009
        (October 31, 2008 - $565 million; January 31, 2008 - $85 million).
        The change in fair value that was recorded through trading income for
        the three months ended January 31, 2009, was a gain of $22 million
        (October 31, 2008 - loss of $28 million; January 31, 2008 - loss of
        $7 million).

        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
        $135 million as at January 31, 2009 (October 31, 2008 - $297 million;
        January 31, 2008 - $766 million). The change in fair value that was
        recorded through net interest income for the three months ended
        January 31, 2009, was a loss of $2 million (October 31, 2008 - loss
        of $2 million; January 31, 2008 - loss of $10 million). The change in
        fair value, which is mainly attributable to changes in interest
        rates, was substantially offset by the changes in fair value of the
        related derivatives. At January 31, 2009, the Bank is contractually
        obligated to pay $133 million to the holders of the notes at maturity
        (October 31, 2008 - $295 million; January 31, 2008 - $764 million).

        Reclassification of Financial Assets

        The Bank reclassified certain non-derivative financial assets out of
        trading securities to available-for-sale securities effective
        August 1, 2008. These assets were comprised of $303 million of bond
        assets and $91 million of preferred shares that were no longer traded
        in an active market and which management intends to hold for the
        foreseeable future. As at January 31, 2009, the fair values of the
        bond assets and preferred shares were $278 million (October 31, 2008
        - $277 million) and $77 million (October 31, 2008 - $81 million),
        respectively. Due to these reclassifications of bond assets and
        preferred shares, for the three months ended January 31, 2009, the
        Bank recorded pre-tax losses in other comprehensive income of
        $15 million (October 31, 2008 - loss of $26 million) and $4 million
        (October 31, 2008 - loss of $10 million), respectively, relating to
        fair value movements on these assets. If these reclassifications had
        not been made, these losses would have been recorded in the
        consolidated statement of income. As of the reclassification date,
        the weighted average effective interest rate on the reclassified bond
        asset portfolio was 4.0%, with expected recoverable cash flows of
        $366 million.

    9.  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 three months ended
        ---------------------------------------------------------------------
                                               January    October    January
                                                    31         31         31
        ($ millions)                              2009       2008       2008
        ---------------------------------------------------------------------
        Benefit expenses
        Pension plans                        $      (2) $      (1) $       1
        Other benefit plans                         29         30         29
        ---------------------------------------------------------------------
                                             $      27  $      29  $      30
        ---------------------------------------------------------------------
        ---------------------------------------------------------------------
        (1) Other plans operated by certain subsidiaries of the Bank are not
            considered material and are not included in this note.


    10. 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: Canadian Banking,
        International Banking and Scotia Capital. Results for these operating
        segments are presented in the Business segment income tables above.
        Because of the complexity of the Bank, various estimates and
        allocation methodologies are used in the preparation of the business
        segment financial information. The assets and liabilities are
        transfer-priced at wholesale market rates, and corporate expenses are
        allocated to each segment based on utilization. As well, capital is
        apportioned to the business segments on a risk-based methodology.

        Transactions between segments are recorded within segment results as
        if conducted with a third party and are eliminated on consolidation.

        In the first quarter, due to current market conditions, the Bank
        refined its transfer pricing to include a liquidity premium charge in
        the cost of funds allocated to the business segments. The net impact
        of this change was to reduce the net interest income of the three
        major segments and reduce the net interest expense of the Other
        segment.

    11. Acquisitions

        On December 12, 2008, the Bank completed the acquisition of Sun Life
        Financial Inc.'s 37.6% ownership stake in CI Financial Income Fund
        for approximately $2.3 billion. The consideration was in the form of
        $1.55 billion cash, $500 million common shares and $250 million non-
        cumulative preferred shares. This investment is accounted for under
        the equity method of accounting.

        The Bank completed the acquisition of E(*)Trade Canada on September
        22, 2008, through the acquisition of 100% of the outstanding shares
        for cash consideration of approximately $500 million. During the
        quarter, the Bank has completed the purchase price allocation and
        recorded goodwill of $430 million and intangibles of $34 million on
        the balance sheet.

    12. Subsequent event

        Acquisition

        On February 3, 2009, the Bank acquired an additional 24% of
        Thanachart Bank in Thailand for approximately $270 million, which
        increases the Bank's ownership from 24.99% to 48.99%. The investment
        will continue to be accounted for under the equity method of
        accounting.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 2009

    Record and payment dates for common and preferred shares, subject to
approval by the Board of Directors.

        Record Date          Payment Date
        January 6            January 28
        April 7              April 28
        July 7               July 29
        October 6            October 28Annual Meeting date for fiscal 2009

    The Annual Meeting of Shareholders of the Bank for the fiscal year ending
October 31, 2009, will be held in St. John's, Newfoundland, on Thursday, April
8, 2010.

    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: www.scotiabank.com.

    Conference call and Web broadcast

    The quarterly results conference call will take place on March 3, 2009,
at 11:30 a.m. EST 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 1-800-731-5319 (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 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 investor.relations@scotiabank.com.
    A telephone replay of the conference call will be available from March 3,
2009, to March 17, 2009, by calling (416) 640-1917 and entering the
identification code 21297445 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: investor.relations@scotiabank.com

    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: corpaff@scotiabank.com

    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: service@computershare.com

        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: corporate.secretary@scotiabank.com

    Rapport trimestriel disponible en français

    Le Rapport annuel et les états financiers de la Banque sont publiés en
français et en anglais et distribués aux actionnaires dans la version de leur
choix. Si vous préférez que la documentation vous concernant vous soit
adressée en français, veuillez en informer Relations publiques, Affaires de la
société et Affaires gouvernementales, La Banque de Nouvelle-Ecosse, Scotia
Plaza, 44, rue King Ouest, Toronto (Ontario), Canada M5H 1H1, en joignant, si
possible, l'étiquette d'adresse, afin que nous puissions prendre note du
changement.

    The Bank of Nova Scotia is incorporated in Canada with limited liability.%SEDAR: 00001289EF          %CIK: 0000009631



For further information:
For further information: Kevin Harraher, Investor Relations, (416)
866-5982; Ann DeRabbie, Public Affairs, (416) 933-1344