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TD Bank Group To Acquire Target's U.S. Credit Card Portfolio And Enter Into A Seven-year Program Agreement

Stocks in this article: TD

By their very nature, these statements require TD to make assumptions and are subject to inherent risks and uncertainties, general and specific. Especially in light of the uncertainty related to the financial, economic, political and regulatory environments, such risks and uncertainties - many of which are beyond TD's control and the effects of which can be difficult to predict - may cause actual results to differ materially from the expectations expressed in the forward-looking statements. Risk factors that could cause such differences include: credit, market (including equity, commodity, foreign exchange, and interest rate), liquidity, operational (including technology), reputational, insurance, strategic, regulatory, legal, environmental, and other risks, all of which are discussed in the Management's Discussion and Analysis ("MD&A") in TD's 2011 Annual Report and in the Third Quarter 2012 Report to Shareholders.

With regard to TD's proposed acquisition of Target's existing U.S. Visa and private label credit card portfolio and the seven year program agreement, there can be no assurance that TD will realize the anticipated benefits or results due to a variety of factors, including: inability to complete the acquisition in the timeframe anticipated, obtain regulatory approvals of the transaction, or satisfy other conditions to the transaction on the proposed terms and timeframe; difficulties or delays in integrating the acquired credit card portfolio or higher than anticipated costs to complete the integration; lower than anticipated rates of card usage or new account origination; lower than anticipated yields (finance charges/fees); interest rate exposure risk; and higher than expected rates of provisions for credit losses.

We caution that the preceding list is not exhaustive of all possible risk factors and other factors could also adversely affect TD's results. For additional information, please see the "Risk Factors and Management" section of the 2011 MD&A.  TD's material general economic assumptions are set out in TD's 2011 Annual Report under the heading "Economic Summary and Outlook" and for each of the business segments under the heading "Business Outlook and Focus for 2012" and in TD's Third Quarter 2012 Report to Shareholders under the headings "Business Outlook."

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