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Scotiabank Commercial Paper Notes 2013 THE BANK OF NOVA SCOTIA NEW YORK AGENCY Treasury Services 1 Liberty Plaza New York, N.Y. 10006 Tel. (212) 225-5550 The statements herein were prepared from information in The Bank of Nova Scotia's files gathered from published and private sources and are transmitted to you on a confidential basis. The report describes some of the highlights of The Bank of Nova Scotia's activities and is not intended to be complete. Accordingly, you should be aware of the existence of additional information relating to The Bank of Nova Scotia (the "Bank" or "Scotiabank") which is available to the public. In particular, the reader's attention is directed to the Bank's most recent annual report, which includes the consolidated financial statements of the Bank prepared in accordance with International Financial Reporting Standards ("IFRS") and the accounting requirements of the Office of the Superintendent of Financial Institutions Canada (the "Superintendent"). The Bank publishes its accounts in Canadian dollars. In this brochure and its exhibits, United States dollar amounts are presented for convenience and have been based on an exchange rate of C $1.00 = U.S. $1.001152, the spot rate of exchange at the Bank of Canada at the close of business on October 31, 2012 (U.S. $1.003331 as at October 31, 2011 and U.S. $0.980503 as at October 31, 2010). Such presentation should not be construed as a representation that the Canadian dollar has been, could have been, or could be converted into United States dollars at this or any other rate. Certain comparative amounts have been reclassified to conform with the current year presentation. SCOTIABANK COMMERCIAL PAPER NOTES 2013 The Bank distributes commercial paper through its New York Agency using The Bank of Nova Scotia Trust Company of New York as its issuing and paying agent (the "Issuing and Paying Agent"). The Scotiabank commercial paper notes (the "Notes") are rated by Standard & Poor's and Moody's Investors Service, Inc. Ratings are not a recommendation to purchase, hold or sell Notes, in as much as the ratings do not comment as to market price or suitability for a particular investor. Ratings are based on current information furnished to the rating agencies by the Bank and information obtained by the rating agencies from other sources. Because ratings may be changed, superseded or withdrawn as a result of changes in, or unavailability of, such information, a prospective purchaser should verify the current long-term and commercial paper ratings of the Bank before purchasing Notes. The Bank is authorized to have outstanding U.S. $20.0 billion in commercial paper, with the Notes issued in minimum denominations of U.S. $100,000 and sold on a discount or an interest-bearing basis. Maturities are available for terms up to 270 days. Each Note will be evidenced by (i) a certificate issued in bearer form or (ii) one of two master notes (interest-bearing or discount) registered in the name of Cede & Co. as nominee of The Depository Trust Company ("DTC"). Each master note ("Book-Entry Note") will be deposited with the Issuing and Paying Agent as sub-custodian for DTC or its successor. DTC will record, by appropriate entries on its book-entry registration and transfer system, the respective amounts payable in respect of Book-Entry Notes. Payments by DTC participants to purchasers for whom a DTC participant is acting as agent in respect of Book-Entry Notes will be governed by the standing instructions and customary practices under which securities are held at DTC through DTC participants. SCOTIABANK The Bank was granted a charter under the laws of the Province of Nova Scotia in 1832 and commenced operations in Halifax, Nova Scotia in that year. Since 1871, the Bank has been a chartered bank under the Bank Act (Canada). The Bank is a leading multinational financial services provider and Canada’s most international bank. Through its team of more than 81,000 employees, the Bank and its affiliates offer a broad range of products and services, including personal, commercial, corporate and investment banking to over 19 million customers in more than 55 countries. FINANCIAL RESULTS The Bank has adopted International Financial Reporting Standards (IFRS) effective November 1, 2011. Accordingly, the consolidated financial statements of the Bank for the year ended October 31, 2012 are prepared in accordance with IFRS. The Bank previously prepared its primary financial statements under Canadian GAAP. An explanation of how the transition to IFRS has affected the reported financial results is provided in Note 42 – First-time adoption of IFRS on pages 178 to 188 of the Bank’s 2012 Annual Report. For the year ended October 31, 2012, the Bank reported net income of C $6,466 million (U.S. $6,473 million). Net income increased C $1,136 million for a year-over-year increase of 21.3%. At October 31, 2012, the Bank's capital base of common equity, preferred shares and subordinated debentures totaled C $51,522 million (U.S. $51,581 million), an increase of C $12,359 million from the previous year. At October 31, 2012, the Bank's Tier 1 Capital ratio was 13.6% and its Total Capital ratio was 16.7%. Both capital ratios are in excess of regulatory guidelines. At October 31, 2012, total assets were C $668.0 billion (U.S. $668.8 billion), of which loans and mortgages comprised 54.6%. Cash and deposits with banks and precious metals represented 10.1%, while trading and investment securities, including those issued or guaranteed by the Canadian government, were 16.2% of total assets. The following documents, which have been filed with the Securities and Exchange Commission (the “Commission”) are incorporated herein by reference: (a) the Bank’s most recent annual report on Form 40-F dated December 7, 2012; (b) the portions of the Bank’s 2012 Annual Report that have been incorporated by reference into the Issuer’s Annual Information Form dated December 7, 2012 and filed as an exhibit to Form 40-F. All documents filed with the Commission by the Bank subsequent to the date of this Memorandum shall be deemed to be incorporated by reference herein. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Memorandum to the extent that a statement contained herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Memorandum. Reports and other information filed by the Bank may be inspected without charge at the public reference facilities maintained by the Commission at 100 F Street, NE, Room 1520, Washington, D.C. 20549. Copies thereof may be obtained from the Commission upon payment of the prescribed fees. If available, such reports and other information may also be accessed through the Commission's website on the Internet (http://www.sec.gov). The Bank will provide without charge to each prospective purchaser of the Notes, upon oral or written request, a copy of any and all documents filed with the Commission and any and all publicly available financial information. EXEMPTION The Issuer offers the Notes pursuant to an exemption from registration under the Securities Act of 1933, as amended, provided by Section 3(a)(3) thereof. LIABILITY PRIORITIES Commercial paper liabilities are unsecured obligations of the Issuer and appear as, and rank equally (pari passu) with, deposits. The commercial paper liabilities are not insured by the Federal Deposit Insurance Corporation. tm Trademark of The Bank of Nova Scotia (02/13)