BMO Financial Group (TSX:BMO)(NYSE:BMO) and BMO Bank of Montreal -

Third Quarter 2012 Report to Shareholders

BMO Financial Group Reports Strong Quarterly Results, Increasing Net Income by
37% Year Over Year to $970 Million, and Increases Dividend by 3%


Financial Results Highlights(1): 

Third Quarter 2012 Compared with Third Quarter 2011:



--  Net income of $970 million, up $262 million or 37% 

--  Adjusted net income(2) of $1,013 million, up $157 million or 18% 

--  Reported EPS(3) of $1.42, up 30% 

--  Adjusted EPS(2)(3) of $1.49, up 11% 

--  Reported ROE of 14.5%, compared with 13.3% 

--  Adjusted ROE(2) of 15.2%, compared with 16.4% 

--  Reported provisions for credit losses of $237 million; adjusted
    provisions of $116 million, down $129 million 

--  Common Equity Ratio strengthens to 10.31%, using a Basel II approach 

--  Announced a $0.72 dividend per common share for the fourth quarter, up
    $0.02 or 3% 



Year-to-Date 2012 Compared with Year-to-Date 2011:



--  Net income of $3,107 million, up $761 million or 32% 
    
--  Adjusted net income(2) of $2,967 million, up $524 million or 21% 
    
--  Reported EPS(3) of $4.56, up 22% 
    
--  Adjusted EPS(2)(3) of $4.35, up 11% 
    
--  Reported provisions for credit losses of $573 million; adjusted
    provisions of $358 million, down $469 million 



For the third quarter ended July 31, 2012, BMO Financial Group reported strong
net income of $970 million or $1.42 per share. On an adjusted basis, net income
was $1,013 million or $1.49 per share. 


"BMO has reported strong quarterly financial results," said Bill Downe,
President and Chief Executive Officer, BMO Financial Group. "Our business
continues to deliver consistent and attractive profitability within a sound risk
framework and the growth we are experiencing remains consistent with our
strategy. 


"We increased the dividend, reflecting our strong capital position and our
confidence in our continued ability to generate sustained earnings growth.  We
also moved the target payout range to 40 to 50 per cent, which gives us more
flexibility to grow the bank.


"Our core franchise, P&C Canada, experienced good volume growth across most
product lines, including residential mortgages; we are attracting new customers
and steadily increasing the amount of business existing customers are choosing
to entrust to us. The recent changes to Canada's mortgage market announced by
the Minister of Finance were prudent, responsible and timely; they align with
BMO's risk practices and ongoing efforts to encourage Canadians to borrow
smartly.


"Consistent with the confidence we expressed throughout our U.S. investor day in
June, this quarter's earnings reflect strong performance from our U.S.
businesses. The U.S. P&C business continues to generate healthy organic growth
in commercial loans and is executing against its plans. 


"Earnings in our wealth business were up quarter over quarter when adjusted to
exclude the unfavourable impact of movements in long-term interest rates on the
bank's insurance business.  


"BMO Capital Markets delivered good performance with higher revenue and net
income than last quarter. These results reflect the benefits of the diversified
revenue mix of our capital markets' business.  


"Across BMO, our sharp focus on improving efficiency will ensure we are
investing in what our customers value most. Mobile PayPass, North American
mobile banking and e-statements, BMO alerts that send account updates to
customers' mobile devices and online appointment booking are just a few examples
of the type of functionality we've rolled out for customers in the past twelve
months - this in addition to a complete refresh of retail online banking in
Canada that gained high approval ratings from customers and industry analysts
alike.


"Overall, each of our businesses is delivering against a high standard of
customer experience and is on track to finish the year with strong performance
in a highly competitive environment," concluded Mr. Downe.


Concurrent with the release of results, BMO announced a fourth quarter dividend
of $0.72 per common share, a two cents per share increase from the preceding
quarter and equivalent to an annual dividend of $2.88 per common share. 


(1) Effective the first quarter of 2012, BMO's consolidated financial statements
and the accompanying Interim Management's Discussion and Analysis (MD&A) are
prepared in accordance with International Financial Reporting Standards (IFRS),
as described in Note 1 to the unaudited interim consolidated financial
statements for the quarter ended April 30, 2012. Amounts in respect of
comparative periods for 2011 have been restated to conform to the current
presentation. References to GAAP mean IFRS, unless indicated otherwise. 


(2) Results and measures in this document are presented on a GAAP basis. They
are also presented on an adjusted basis that excludes the impact of certain
items. Items excluded from third quarter 2012 results in the determination of
adjusted results totalled a charge of $43 million after tax, comprised of a $47
million after-tax net benefit of credit-related items in respect of the acquired
Marshall & Ilsley Corporation (M&I) performing loan portfolio; costs of $105
million ($65 million after tax) for the integration of the acquired business; a
$33 million ($24 million after tax) charge for amortization of
acquisition-related intangible assets on all acquisitions; a loss on run-off
structured credit activities of $15 million ($15 million after tax); and a
decrease in the collective allowance for credit losses of $15 million ($14
million after tax). Items excluded from the year-to-date adjusted results
totalled net income of $140 million after tax and consisted of a $216 million
after-tax net benefit of credit-related items in respect of the acquired M&I
performing loan portfolio; a $249 million ($155 million after tax) charge for
the integration of the acquired business; a $100 million ($72 million after tax)
charge for amortization of acquisition-related intangible assets; the benefit of
run-off structured credit activities of $197 million ($194 million after tax);
restructuring charges of $99 million ($69 million after tax) to align our cost
structure with the current and future business environment; and a decrease in
the collective allowance for credit losses of $33 million ($26 million after
tax). All of the adjusting items are reflected in results of Corporate Services
except for the amortization of acquisition-related intangible assets, which is
charged across the operating groups. Management assesses performance on both a
GAAP basis and adjusted basis and considers both bases to be useful in assessing
underlying, ongoing business performance. Presenting results on both bases
provides readers with an enhanced understanding of how management views results
and may enhance readers' analysis of performance. Adjusted results and measures
are non-GAAP and are detailed in the Adjusted Net Income section, and (for all
reported periods) in the Non-GAAP Measures section of the MD&A, where such
non-GAAP measures and their closest GAAP counterparts are disclosed. 


(3) All Earnings per Share (EPS) measures in this document refer to diluted EPS
unless specified otherwise. EPS is calculated using net income after deductions
for net income attributable to non-controlling interest in subsidiaries and
preferred share dividends.


Note: All ratios and percentage changes in this report are based on unrounded
numbers.


Operating Segment Overview  

P&C Canada 

Net income was $453 million, up $10 million or 2.4% from a year ago. Reported
results reflect provisions for credit losses in BMO's operating groups on an
expected loss basis. On a basis that adjusts reported results to reflect
provisions on an actual loss basis, P&C Canada's net income was up $20 million
or 4.6%. Results reflect higher revenues from increased volume across most
products, partially offset by lower net interest margins. The volume growth was
achieved while managing expenses prudently and continuing to invest in our
business. There was good quarter-over-quarter growth, with loans increasing 2.9%
and deposits up 1.6%, as well as improvements in market share for these
products. 


We are focused on our customers and helping them make money make sense. Our
continued investment in our branches, automated banking machines (ABMs) and
online and mobile banking platforms are making it easier for more customers to
access our products and services. This year we have opened or upgraded 28
locations across the country. Our ABM network continues to grow as we have added
more than 300 cash dispensing ABMs so far this year. More and more of our
customers are using our online and mobile banking services including 'Tap & Go'
and email notice features. In addition, cross-selling of products to both
personal and commercial customers continues to grow, while customer loyalty, as
measured by net promoter score, continues to improve in both our personal and
commercial businesses.  


In personal banking our award winning mortgage product continues to help
customers become mortgage free faster, pay less interest and protect themselves
against rising interest rates. With the success of this product, we have also
seen improved customer retention and the foundation for new and expanded
long-term relationships. We are confident that we are well positioned for future
growth.  


In commercial banking, our goal is to become the bank of choice for businesses
across Canada by providing the knowledge, advice and guidance that customers
value. BMO was the only Canadian bank to receive the prestigious 2012 Model Bank
Award from the research group Celent, for our Online Banking for Business
Platform. This annual award program identifies model banks and recognizes them
for their achievements in the strategic development, effective deployment, and
improvements to business and customer experience with banking technology. We
continue to rank #2 in Canadian business banking loan market share.  


P&C U.S. (all amounts in US$) 

Net income of $127 million increased $32 million or 34% from $95 million in the
third quarter a year ago. Adjusted net income was $143 million, up $40 million
or 37% from a year ago as a result of the acquisition of Marshall & Ilsley
Corporation in July 2011. Adjusted net income increased 4.1% from the second
quarter.  


The core commercial loan portfolio continues to grow, having now increased in
three sequential quarters. 


BMO Harris Bank recently launched a free mobile application for iPhone and
Google Android devices. Our retail customers can now check account balances,
transfer funds, locate branches, pay bills, and use remote cheque deposit with
this application. We registered more than 41,500 new users in the first month of
the offering in July. 


On August 1, BMO Harris Bank launched its social media platform on the largest
social media sites including Facebook, Twitter and LinkedIn. Social media was
identified as a way to deliver on our vision to be the bank that defines a great
customer experience. Through social media, we will be able to deliver more great
service, more convenience, more helpful guidance and more smart advice. 


During the quarter, BMO Harris Bank received the 2012 Corporate Philanthropic
Award from the West Suburban Philanthropic Network for our commitment to
financial support, leadership and volunteerism in Illinois' western suburbs. BMO
Harris is the only financial institution to have ever received the Corporate
Philanthropic Award. 


Preparation for our systems conversion and rebranding of all remaining legacy
M&I and Harris Bank locations under the BMO Harris Bank banner is progressing
and we have successfully completed a number of technology projects to enhance
system features and functionality. In addition, associated employee readiness
and customer outreach programs are underway. 


Private Client Group 

Net income was $109 million, up $5 million or 5.7% from a year ago. Adjusted net
income was $115 million, up $10 million or 8.4% from a year ago. Lower interest
rates reduced net income in the insurance business by $45 million in the current
quarter and by $36 million a year ago. Adjusted net income in PCG excluding
insurance was $97 million, up $11 million or 10% from a year ago. Results
benefited from acquisitions and higher spread-based and fee-based revenue,
partly offset by lower brokerage revenue.  


Assets under management and administration grew by approximately $14 billion
from a year ago to $445 billion as we continue to attract new client assets.  


On June 11, 2012, we completed our acquisition of CTC Consulting, LLC, a
U.S.-based independent investment consulting firm. This acquisition expands and
enhances our manager research and advisory capabilities, especially in the area
of alternative investments, benefiting our high net worth clients in the United
States as well as in Canada and Asia.  


On August 1, 2012, we completed our acquisition of a 19.99% interest in COFCO
Trust Co., a subsidiary of COFCO Group, one of China's largest state-owned
enterprises with operations across a variety of sectors, including agriculture
and financial services. COFCO Trust Co. had assets under management of
approximately US$5.7 billion at December 31, 2011. The acquisition provides an
effective vehicle to expand our offering to high net worth and institutional
clients in China through a local partner. In addition, this strategic
partnership opens more doors, broadens our capabilities and helps grow our
domestic wealth management business in China. 


BMO Harris Private Banking was named the Best Private Bank in Canada for the
second consecutive year by World Finance. This recognition is a clear
demonstration of the quality of our client relationships.  


BMO's Exchange Traded Fund (ETF) business marked its three-year anniversary by
surpassing $6 billion in assets under management. In the first six months of
2012, the total assets of BMO ETFs grew by 62 per cent. 


BMO Capital Markets 

Net income for the current quarter was $232 million, down from a strong $270
million in the prior year, but up $7 million or 2.9% from the previous quarter.
The increase in net income from the previous quarter was driven by higher
trading revenue and corporate banking revenue.  


During the quarter we earned a number of awards, recognizing our commitment to
customer experience. BMO Capital Markets was named Best Investment Bank in
Canada for 2012 by World Finance. We also won Trade Finance magazine's "Best
Trade Bank" in Canada award for the third year in a row. BMO Capital Markets was
selected as share leader for Overall Canadian Fixed-Income Market Share and
Quality Leader for Canadian Fixed-Income Research Quality by Greenwich
Associates for 2012, a designation that reflects client recognition for
providing unmatched coverage and quality of service for Canadian Fixed Income
markets. BMO Capital Markets was also recognized for its Prime Brokerage
business, earning the top spot in Canada for its capital introduction
capabilities in a survey conducted by Global Custodian magazine.  


BMO Capital Markets participated in 125 new issues in the quarter including 51
corporate debt deals, 29 government debt deals, 32 common equity transactions
and 13 issues of preferred shares, raising $46 billion dollars. 


Corporate Services 

Net income for the quarter was $47 million, an increase of $246 million from a
year ago. On an adjusted basis, net income was $65 million, an improvement of
$127 million from a year ago. Adjusting items are detailed in the Adjusted Net
Income section and in the Non-GAAP Measures section. Adjusted provisions for
credit losses were lower by $164 million due in part to a $118 million ($73
million after-tax) recovery of provisions for credit losses on the M&I purchased
credit impaired loan portfolio. The remaining decrease was attributable to lower
provisions charged to Corporate Services under BMO's expected loss provisioning
methodology, which is explained in the Corporate Services section at the end of
this MD&A. 


Acquisition of Marshall & Ilsley Corporation (M&I)  

On July 5, 2011, BMO completed the acquisition of M&I. In this document, M&I is
generally referred to as the 'acquired business' and other acquisitions are
specifically identified. Activities of the acquired business are primarily
reflected in the P&C U.S., Private Client Group and Corporate Services segments,
with a small amount included in BMO Capital Markets.  


The acquired business contributed $117 million to reported net income and $165
million to adjusted net income for the quarter. It contributed $557 million to
reported net income and $561 million to adjusted net income for the year to
date. 


Adjusted Net Income 

Management has designated certain amounts as adjusting items and has adjusted
GAAP results so that we can discuss and present financial results without the
effects of adjusting items to facilitate understanding of business performance
and related trends. Management assesses performance on a GAAP basis and on an
adjusted basis and considers both to be useful in the assessment of underlying
business performance. Presenting results on both bases provides readers with a
better understanding of how management assesses results. Adjusted results and
measures are non-GAAP and, together with items excluded in determining adjusted
results, are disclosed in more detail in the Non-GAAP Measures section, along
with comments on the uses and limitations of such measures. Items excluded from
third quarter 2012 results in the determination of adjusted results totalled a
charge of $43 million or $0.07 per share and were comprised of:




--  the $47 million after-tax net benefit for credit-related items in
    respect of the acquired M&I performing loan portfolio, including $212
    million for the recognition in net interest income of a portion of the
    credit mark on the portfolio (including $93 million for the release of
    the credit mark related to early repayment of loans), net of a $136
    million provision for credit losses (comprised of an increase in the
    collective allowance of $23 million and specific provisions of $113
    million) and related income taxes of $29 million. These credit-related
    items in respect of the acquired M&I performing loan portfolio can
    significantly impact both net interest income and the provision for
    credit losses in different periods over the life of the acquired M&I
    performing loan portfolio; 
--  costs of $105 million ($65 million after tax) for integration of the
    acquired business including amounts related to system conversions,
    restructuring and other employee-related charges, consulting fees and
    marketing costs in connection with customer communications and
    rebranding activities; 
--  a $15 million ($15 million after-tax) loss on run-off structured credit
    activities (our credit protection vehicle and structured investment
    vehicle). These vehicles are consolidated on our balance sheet under
    IFRS and results primarily reflect valuation changes associated with
    these activities that have been included in trading revenue;  
--  a decrease in the collective allowance for credit losses of $15 million
    ($14 million after tax) on loans other than the M&I acquired loan
    portfolio; and 
--  the amortization of acquisition-related intangible assets of $33 million
    ($24 million after tax). 



Adjusted net income was $1,013 million for the third quarter of 2012, up $157
million or 18% from a year ago. Adjusted earnings per share were $1.49, up 11%
from $1.34 a year ago. All of the above adjusting items were recorded in
Corporate Services except the amortization of acquisition-related intangible
assets, which is charged to the operating groups. The impact of adjusting items
for comparative periods is summarized in the Non-GAAP Measures section. 


Caution 

The foregoing sections contain forward-looking statements. Please see the
Caution Regarding Forward-Looking Statements.


The foregoing sections contain adjusted results and measures, which are
non-GAAP. Please see the Non-GAAP Measures section. 


Financial Highlights



(Unaudited)                                                                 
(Canadian $ in                                                              
 millions,                                                                  
 except as                                                                  
 noted)                    For the three months ended                       
----------------------------------------------------------------------------
                                                                    Change  
                                                                      from  
                                                                      July  
                    July     April   January   October       July      31,  
                31, 2012  30, 2012  31, 2012  31, 2011   31, 2011     2011  
----------------------------------------------------------------------------
Income                                                                      
 Statement                                                                  
 Highlights                                                                 
Total revenue  $   3,878 $   3,959 $   4,117 $   3,822  $   3,320     16.8 %
Provision for                                                               
 credit losses       237       195       141       362        230      2.7  
Non-interest                                                                
 expense           2,484     2,499     2,554     2,432      2,221     11.9  
Net income           970     1,028     1,109       768        708     36.9  
Adjusted net                                                                
 income (a)        1,013       982       972       832        856     18.4  
----------------------------------------------------------------------------
Net income                                                                  
 attributable                                                               
 to non-                                                                    
 controlling                                                                
 interest in                                                                
 subsidiaries         19        18        19        19         18      1.7  
Net income                                                                  
 attributable                                                               
 to Bank                                                                    
 shareholders        951     1,010     1,090       749        690     37.8  
Adjusted net                                                                
 income                                                                     
 attributable                                                               
 to Bank                                                                    
 shareholders                                                               
 (a)                 994       964       953       813        838     18.7  
----------------------------------------------------------------------------
Reported Net                                                                
 Income by                                                                  
 Operating                                                                  
 Segment                                                                    
Personal &                                                                  
 Commercial                                                                 
 Banking Canada      453       446       446       439        443      2.4 %
Personal &                                                                  
 Commercial                                                                 
 Banking U.S.        129       121       137       155         90     42.7  
Private Client                                                              
 Group               109       145       105       137        104      5.7  
BMO Capital                                                                 
 Markets             232       225       198       143        270    (14.1) 
Corporate                                                                   
 Services                                                                   
 (including                                                                 
 Technology and                                                             
 Operations)          47        91       223      (106)      (199)      nm  
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Common Share                                                                
 Data ($)                                                                   
Diluted                                                                     
 earnings per                                                               
 share         $    1.42 $    1.51 $    1.63 $    1.11  $    1.09  $  0.33  
Diluted                                                                     
 adjusted                                                                   
 earnings per                                                               
 share (a)          1.49      1.44      1.42      1.20       1.34     0.15  
Dividends                                                                   
 declared per                                                               
 share              0.70      0.70      0.70      0.70       0.70        -  
Book value per                                                              
 share             39.43     38.06     37.85     36.76      35.38     4.05  
Closing share                                                               
 price             57.44     58.67     58.29     58.89      60.03    (2.59) 
Total market                                                                
 value of                                                                   
 common shares                                                              
 ($ billions)       37.2      37.7      37.3      37.6       38.3     (1.1) 
----------------------------------------------------------------------------

(Unaudited)                                    
(Canadian $ in                                 
 millions,                                     
 except as                                     
 noted)             For the nine months ended  
-----------------------------------------------
                                       Change  
                                         from  
                    July      July       July  
                31, 2012  31, 2011   31, 2011  
-----------------------------------------------
Income                                         
 Statement                                     
 Highlights                                    
Total revenue  $  11,954 $  10,121       18.1 %
Provision for                                  
 credit losses       573       850      (32.7) 
Non-interest                                   
 expense           7,537     6,309       19.5  
Net income         3,107     2,346       32.4  
Adjusted net                                   
 income (a)        2,967     2,443       21.4  
-----------------------------------------------
Net income                                     
 attributable                                  
 to non-                                       
 controlling                                   
 interest in                                   
 subsidiaries         56        54        1.9 %
Net income                                     
 attributable                                  
 to Bank                                       
 shareholders      3,051     2,292       33.2  
Adjusted net                                   
 income                                        
 attributable                                  
 to Bank                                       
 shareholders                                  
 (a)               2,911     2,389       21.9  
-----------------------------------------------
Reported Net                                   
 Income by                                     
 Operating                                     
 Segment                                       
Personal &                                     
 Commercial                                    
 Banking Canada    1,345     1,334        0.8 %
Personal &                                     
 Commercial                                    
 Banking U.S.        387       197       96.0  
Private Client                                 
 Group               359       339        6.1  
BMO Capital                                    
 Markets             655       759      (13.6) 
Corporate                                      
 Services                                      
 (including                                    
 Technology and                                
 Operations)         361      (283)        nm  
-----------------------------------------------
Common Share                                   
 Data ($)                                      
Diluted                                        
 earnings per                                  
 share         $    4.56 $    3.74  $    0.82  
Diluted                                        
 adjusted                                      
 earnings per                                  
 share (a)          4.35      3.91       0.44  
Dividends                                      
 declared per                                  
 share              2.10      2.10          -  
Book value per                                 
 share             39.43     35.38       4.05  
Closing share                                  
 price             57.44     60.03      (2.59) 
Total market                                   
 value of                                      
 common shares                                 
 ($ billions)       37.2      38.3       (1.1) 
-----------------------------------------------
                                                                            
                                                                            
                                          As at                             
----------------------------------------------------------------------------
                                                                    Change  
                                                                      from  
                    July    April    January   October       July     July  
                31, 2012  30, 2012  31, 2012  31, 2011   31, 2011 31, 2011  
----------------------------------------------------------------------------
Balance Sheet                                                               
 Highlights                                                                 
Assets         $ 542,248 $ 525,503 $ 538,260 $ 500,575 $  502,036      8.0 %
Net loans and                                                               
 acceptances     253,352   245,522   242,621   238,885    235,327      7.7  
Deposits         328,968   316,067   316,557   302,373    292,047     12.6  
Common                                                                      
 shareholders'                                                              
 equity           25,509    24,485    24,238    23,492     22,549     13.1  
                                                                            
----------------------------------------------------------------------------
                      For the three months ended (b)                        
----------------------------------------------------------------------------
                    July     April   January   October       July           
                31, 2012  30, 2012  31, 2012  31, 2011   31, 2011           
----------------------------------------------------------------------------
Financial                                                                   
 Measures and                                                               
 Ratios (%                                                                  
 except as                                                                  
 noted)                                                                     
Average annual                                                              
 five year                                                                  
 total                                                                      
 shareholder                                                                
 return              2.5       2.0       1.6       1.9        3.9           
Diluted                                                                     
 earnings per                                                               
 share growth                                                               
 (c)                30.3      14.4      21.6     (10.5)      (3.5)          
Diluted                                                                     
 adjusted                                                                   
 earnings per                                                               
 share growth                                                               
 (a)(c)             11.2      15.2       7.6      (4.8)      17.5           
Return on                                                                   
 equity             14.5      16.2      17.2      12.7       13.3           
Adjusted return                                                             
 on equity (a)      15.2      15.4      15.0      13.9       16.4           
Net economic                                                                
 profit                                                                     
 ($millions)                                                                
 (a)                 278       366       434       150        151           
Net economic                                                                
 profit (NEP)                                                               
 growth (a)(c)      84.5      16.2      33.4     (21.1)      31.0           
Operating                                                                   
 leverage            4.9      (4.4)     (5.4)     (1.8)      (2.6)          
Adjusted                                                                    
 operating                                                                  
 leverage (a)       (4.4)     (3.3)     (7.6)     (2.6)       6.9           
Revenue growth                                                              
 (c)                16.8      18.8      18.7      18.1       13.9           
Adjusted                                                                    
 revenue growth                                                             
 (a)(c)              8.8      14.9       8.5      13.4       16.0           
Non-interest                                                                
 expense growth                                                             
 (c)                11.9      23.2      24.1      19.9       16.5           
Adjusted non-                                                               
 interest                                                                   
 expense growth                                                             
 (a)(c)             13.2      18.2      16.1      16.0        9.1           
Non-interest                                                                
 expense-to-                                                                
 revenue ratio      64.1      63.1      62.0      63.7       66.9           
Adjusted non-                                                               
 interest                                                                   
 expense-to-                                                                
 revenue ratio                                                              
 (a)                63.7      63.2      63.5      63.8       61.2           
Net interest                                                                
 margin on                                                                  
 average                                                                    
 earning assets     1.88      1.89      2.05      2.01       1.76           
Adjusted net                                                                
 interest                                                                   
 margin on                                                                  
 average                                                                    
 earning assets                                                             
 (a)                1.70      1.76      1.85      1.78       1.78           
Provision for                                                               
 credit losses-                                                             
 to-average                                                                 
 loans and                                                                  
 acceptances                                                                
 (annualized)       0.38      0.32      0.23      0.60       0.43           
Effective tax                                                               
 rate               16.2      18.7      22.0      25.3       18.5           
Adjusted                                                                    
 effective tax                                                              
 rate               16.9      19.5      23.7      20.7       19.7           
Gross impaired                                                              
 loans and                                                                  
 acceptances-                                                               
 to-equity and                                                              
 allowance for                                                              
 credit losses      9.15      9.34      8.74      8.98       7.94           
Cash and                                                                    
 securities-to-                                                             
 total assets                                                               
 ratio              31.3      32.0      32.2      29.5       32.0           
Common equity                                                               
 ratio (based                                                               
 on Basel II)      10.31      9.90      9.65      9.59       9.11           
Basel II tier 1                                                             
 capital ratio     12.40     11.97     11.69     12.01      11.48           
Basel II total                                                              
 capital ratio     14.78     14.89     14.58     14.85      14.21           
Credit rating                                                               
 (d)                                                                        
DBRS                  AA        AA        AA        AA         AA           
Fitch                AA-       AA-       AA-       AA-        AA-           
Moody's              Aa2       Aa2       Aa2       Aa2        Aa2           
Standard &                                                                  
 Poor's               A+        A+        A+        A+         A+           
Twelve month                                                                
 total                                                                      
 shareholder                                                                
 return              0.5      (1.0)      5.7       2.4        0.0           
Dividend yield      4.87      4.77      4.80      4.75       4.66           
Price-to-                                                                   
 earnings ratio                                                             
 (times)            10.1      11.0      11.3      12.1       12.0           
Market-to-book                                                              
 value (times)      1.46      1.54      1.54      1.49       1.58           
Return on                                                                   
 average assets     0.68      0.76      0.81      0.56       0.59           
----------------------------------------------------------------------------
----------------------------------------------------------------------------
                                                                            

----------------------------------- 
               For the nine months  
                   ended (b)        
----------------------------------- 
                    July      July  
                31, 2012  31, 2011  
----------------------------------- 
Financial                           
 Measures and                       
 Ratios (%                          
 except as                          
 noted)                             
Average annual                      
 five year                          
 total                              
 shareholder                        
 return              2.5       3.9  
Diluted                             
 earnings per                       
 share growth                       
 (c)                21.9       6.6  
Diluted                             
 adjusted                           
 earnings per                       
 share growth                       
 (a)(c)             11.3      10.1  
Return on                           
 equity             15.9      16.1  
Adjusted return                     
 on equity (a)      15.2      16.8  
Net economic                        
 profit                             
 ($millions)                        
 (a)               1,078       791  
Net economic                        
 profit (NEP)                       
 growth (a)(c)      36.3      53.5  
Operating                           
 leverage           (1.4)     (0.5) 
Adjusted                            
 operating                          
 leverage (a)       (5.1)      2.0  
Revenue growth                      
 (c)                18.1      12.4  
Adjusted                            
 revenue growth                     
 (a)(c)             10.7      11.9  
Non-interest                        
 expense growth                     
 (c)                19.5      12.9  
Adjusted non-                       
 interest                           
 expense growth                     
 (a)(c)             15.8       9.9  
Non-interest                        
 expense-to-                        
 revenue ratio      63.1      62.3  
Adjusted non-                       
 interest                           
 expense-to-                        
 revenue ratio                      
 (a)                63.5      60.7  
Net interest                        
 margin on                          
 average                            
 earning assets     1.94      1.79  
Adjusted net                        
 interest                           
 margin on                          
 average                            
 earning assets                     
 (a)                1.77      1.80  
Provision for                       
 credit losses-                     
 to-average                         
 loans and                          
 acceptances                        
 (annualized)       0.31      0.55  
Effective tax                       
 rate               19.2      20.8  
Adjusted                            
 effective tax                      
 rate               20.1      22.0  
Gross impaired                      
 loans and                          
 acceptances-                       
 to-equity and                      
 allowance for                      
 credit losses      9.15      7.94  
Cash and                            
 securities-to-                     
 total assets                       
 ratio              31.3      32.0  
Common equity                       
 ratio (based                       
 on Basel II)      10.31      9.11  
Basel II tier 1                     
 capital ratio     12.40     11.48  
Basel II total                      
 capital ratio     14.78     14.21  
Credit rating                       
 (d)                                
DBRS                  AA        AA  
Fitch                AA-       AA-  
Moody's              Aa2       Aa2  
Standard &                          
 Poor's               A+        A+  
Twelve month                        
 total                              
 shareholder                        
 return              0.5       0.0  
Dividend yield      4.87      4.66  
Price-to-                           
 earnings ratio                     
 (times)            10.1      12.1  
Market-to-book                      
 value (times)      1.46      1.58  
Return on                           
 average assets     0.75      0.68  
----------------------------------- 
----------------------------------- 
                                    
nm-not meaningful                                                           
                                                                            
(a) These are non-GAAP amounts or non-GAAP measures. Please see the Non-GAAP
Measures section.                                                           
                                                                            
(b) For the period ended, or as at, as appropriate.                         
                                                                            
(c) Amounts for periods prior to fiscal 2011 have not been restated for     
IFRS. As a result, growth measures for 2011 may not be meaningful.          
                                                                            
(d) For a discussion of the significance of these credit ratings, see the   
Liquidity and Funding Risk section on pages 88 to 90 of BMO's Annual        
Management's Discussion and Analysis.                                       



Management's Discussion and Analysis

Management's Discussion and Analysis (MD&A) commentary is as of August 28, 2012.
Unless otherwise indicated, all amounts are in Canadian dollars and have been
derived from financial statements prepared in accordance with International
Financial Reporting Standards (IFRS). References to GAAP mean IFRS, unless
indicated otherwise. The MD&A should be read in conjunction with the unaudited
interim consolidated financial statements for the period ended July 31, 2012,
included in this document, the unaudited interim consolidated financial
statements for the quarter ended April 30, 2012, which outline the impacts of
our IFRS transition, and the annual MD&A for the year ended October 31, 2011,
included in BMO's 2011 Annual Report. The material that precedes this section
comprises part of this MD&A. 


Bank of Montreal uses a unified branding approach that links all of the
organization's member companies. Bank of Montreal, together with its
subsidiaries, is known as BMO Financial Group. As such, in this document, the
names BMO and BMO Financial Group mean Bank of Montreal, together with its
subsidiaries.




Summary Data - Reported                                                     
                                                                            
                                               Increase           Increase  
(Unaudited) (Canadian $ in                   (Decrease)         (Decrease)  
 millions, except as noted)   Q3-2012       vs. Q3-2011        vs. Q2-2012  
----------------------------------------------------------------------------
Net interest income             2,225      422       23%      105        5% 
Non-interest revenue            1,653      136        9%     (186)     (10%)
----------------------------------------------------------------------------
Revenue                         3,878      558       17%      (81)      (2%)
----------------------------------------------------------------------------
Specific provision for credit                                               
 losses                           229      (16)      (7%)      34       17% 
Collective provision for                                                    
 credit losses                      8       23       nm         8       nm  
----------------------------------------------------------------------------
Total provision for credit                                                  
 losses                           237        7        3%       42       21% 
Non-interest expense            2,484      263       12%      (15)      (1%)
Provision for income taxes        187       26       16%      (50)     (21%)
----------------------------------------------------------------------------
Net income                        970      262       37%      (58)      (6%)
----------------------------------------------------------------------------
----------------------------------------------------------------------------
  Attributable to bank                                                      
   shareholders                   951      261       38%      (59)      (6%)
  Attributable to non-                                                      
   controlling interest in                                                  
   subsidiaries                    19        1        2%        1        1% 
----------------------------------------------------------------------------
Net income                        970      262       37%      (58)      (6%)
----------------------------------------------------------------------------
----------------------------------------------------------------------------
                                                                            
Earnings per share - basic                                                  
 ($)                             1.42     0.32       29%    (0.10)      (7%)
Earnings per share - diluted                                                
 ($)                             1.42     0.33       30%    (0.09)      (6%)
Return on equity                 14.5%              1.2%              (1.7%)
Productivity ratio               64.1%             (2.8%)              1.0% 
Operating leverage                4.9%               nm                 nm  
Net interest margin on                                                      
 earning assets                  1.88%             0.12%             (0.01%)
Effective tax rate               16.2%             (2.3%)             (2.5%)
                                                                            
Capital Ratios Reported                                                     
  Basel II Tier 1 Capital                                                   
   Ratio                        12.40%             0.92%              0.43% 
  Common Equity Ratio - using                                               
   a Basel II approach          10.31%             1.20%              0.41% 
                                                                            
Net income by operating                                                     
 group:                                                                     
Personal and Commercial                                                     
 Banking                          582       49        9%       15        3% 
  P&C Canada                      453       10        2%        7        1% 
  P&C U.S.                        129       39       43%        8        8% 
Private Client Group              109        5        6%      (36)     (25%)
BMO Capital Markets               232      (38)     (14%)       7        3% 
Corporate Services, including                                               
 T&O                               47      246       nm       (44)     (50%)
----------------------------------------------------------------------------
BMO Financial Group net                                                     
 income                           970      262       37%      (58)      (6%)
----------------------------------------------------------------------------
----------------------------------------------------------------------------

Summary Data - Reported                                   
                                                          
                                                Increase  
(Unaudited) (Canadian $ in                    (Decrease)  
 millions, except as noted)  YTD-2012       vs. YTD-2011  
----------------------------------------------------------
Net interest income             6,663     1,451       28% 
Non-interest revenue            5,291       382        8% 
----------------------------------------------------------
Revenue                        11,954     1,833       18% 
----------------------------------------------------------
Specific provision for credit                             
 losses                           546      (281)     (34%)
Collective provision for                                  
 credit losses                     27         4       17% 
----------------------------------------------------------
Total provision for credit                                
 losses                           573      (277)     (33%)
Non-interest expense            7,537     1,228       19% 
Provision for income taxes        737       121       20% 
----------------------------------------------------------
Net income                      3,107       761       32% 
----------------------------------------------------------
----------------------------------------------------------
  Attributable to bank                                    
   shareholders                 3,051       759       33% 
  Attributable to non-                                    
   controlling interest in                                
   subsidiaries                    56         2        2% 
----------------------------------------------------------
Net income                      3,107       761       32% 
----------------------------------------------------------
----------------------------------------------------------
                                                          
Earnings per share - basic                                
 ($)                             4.59      0.79       21% 
Earnings per share - diluted                              
 ($)                             4.56      0.82       22% 
Return on equity                 15.9%              (0.2%)
Productivity ratio               63.1%               0.8% 
Operating leverage               (1.4%)               nm  
Net interest margin on                                    
 earning assets                  1.94%              0.15% 
Effective tax rate               19.2%              (1.6%)
                                                          
Capital Ratios Reported                                   
  Basel II Tier 1 Capital                                 
   Ratio                        12.40%              0.92% 
  Common Equity Ratio - using                             
   a Basel II approach          10.31%              1.20% 
                                                          
Net income by operating                                   
 group:                                                   
Personal and Commercial                                   
 Banking                        1,732       201       13% 
  P&C Canada                    1,345        11        1% 
  P&C U.S.                        387       190       96% 
Private Client Group              359        20        6% 
BMO Capital Markets               655      (104)     (14%)
Corporate Services, including                             
 T&O                              361       644       nm  
----------------------------------------------------------
BMO Financial Group net                                   
 income                         3,107       761       32% 
----------------------------------------------------------
----------------------------------------------------------
                                                                            
T&O means Technology and Operations.                                        
nm - not meaningful                                                         
                                                                            
                                                                            
Summary Data - Adjusted(1)                                                  
                                                                            
                                               Increase           Increase  
(Unaudited) (Canadian $ in                   (Decrease)         (Decrease)  
 millions, except as noted)  Q3-2012        vs. Q3-2011        vs. Q2-2012  
----------------------------------------------------------------------------
Adjusted net interest income   2,012       194       11%       43        2% 
Adjusted non-interest                                                       
 revenue                       1,665       103        7%      (93)      (5%)
----------------------------------------------------------------------------
Adjusted revenue               3,677       297        9%      (50)      (1%)
----------------------------------------------------------------------------
Adjusted specific provision                                                 
 and adjusted total                                                         
 provision for credit losses     116      (129)     (53%)     (35)     (23%)
Adjusted non-interest                                                       
 expense                       2,342       273       13%      (15)      (1%)
Adjusted provision for                                                      
 income taxes                    206        (4)      (2%)     (31)     (14%)
----------------------------------------------------------------------------
Adjusted net income            1,013       157       18%       31        3% 
----------------------------------------------------------------------------
----------------------------------------------------------------------------
  Attributable to bank                                                      
   shareholders                  994       156       19%       30        3% 
  Attributable to non-                                                      
   controlling interest in                                                  
   subsidiaries                   19         1        2%        1        1% 
----------------------------------------------------------------------------
Adjusted net income            1,013       157       18%       31        3% 
----------------------------------------------------------------------------
----------------------------------------------------------------------------
                                                                            
Adjusted earnings per share                                                 
 - basic ($)                    1.49      0.14       10%     0.04        3% 
Adjusted earnings per share                                                 
 - diluted ($)                  1.49      0.15       11%     0.05        3% 
Adjusted return on equity       15.2%              (1.2%)             (0.2%)
Adjusted productivity ratio     63.7%               2.5%               0.5% 
Adjusted operating leverage     (4.4%)               nm                 nm  
Adjusted net interest margin                                                
 on earning assets              1.70%             (0.08%)            (0.06%)
Adjusted effective tax rate     16.9%              (2.8%)             (2.6%)
                                                                            
Adjusted net income by                                                      
 operating group:                                                           
Personal and Commercial                                                     
 Banking                         601        58       11%       16        3% 
  P&C Canada                     456        12        2%        7        1% 
  P&C U.S.                       145        46       48%        9        7% 
Private Client Group             115        10        8%      (35)     (24%)
BMO Capital Markets              232       (38)     (14%)       6        3% 
Corporate Services,                                                         
 including T&O                    65       127       nm        44     +100% 
----------------------------------------------------------------------------
BMO Financial Group adjusted                                                
 net income                    1,013       157       18%       31        3% 
----------------------------------------------------------------------------
----------------------------------------------------------------------------

Summary Data - Adjusted(1)                               
                                                         
                                               Increase  
(Unaudited) (Canadian $ in                   (Decrease)  
 millions, except as noted) YTD-2012       vs. YTD-2011  
---------------------------------------------------------
Adjusted net interest income   6,073       821       16% 
Adjusted non-interest                                    
 revenue                       5,074       254        5% 
---------------------------------------------------------
Adjusted revenue              11,147     1,075       11% 
---------------------------------------------------------
Adjusted specific provision                              
 and adjusted total                                      
 provision for credit losses     358      (469)     (57%)
Adjusted non-interest                                    
 expense                       7,077       965       16% 
Adjusted provision for                                   
 income taxes                    745        55        8% 
---------------------------------------------------------
Adjusted net income            2,967       524       21% 
---------------------------------------------------------
---------------------------------------------------------
  Attributable to bank                                   
   shareholders                2,911       522       22% 
  Attributable to non-                                   
   controlling interest in                               
   subsidiaries                   56         2        2% 
---------------------------------------------------------
Adjusted net income            2,967       524       21% 
---------------------------------------------------------
---------------------------------------------------------
                                                         
Adjusted earnings per share                              
 - basic ($)                    4.37      0.41       10% 
Adjusted earnings per share                              
 - diluted ($)                  4.35      0.44       11% 
Adjusted return on equity       15.2%              (1.6%)
Adjusted productivity ratio     63.5%               2.8% 
Adjusted operating leverage     (5.1%)               nm  
Adjusted net interest margin                             
 on earning assets              1.77%             (0.03%)
Adjusted effective tax rate     20.1%              (1.9%)
                                                         
Adjusted net income by                                   
 operating group:                                        
Personal and Commercial                                  
 Banking                       1,788       233       15% 
  P&C Canada                   1,353        13        1% 
  P&C U.S.                       435       220     +100% 
Private Client Group             375        32        9% 
BMO Capital Markets              656      (103)     (14%)
Corporate Services,                                      
 including T&O                   148       362       nm  
---------------------------------------------------------
BMO Financial Group adjusted                             
 net income                    2,967       524       21% 
---------------------------------------------------------
---------------------------------------------------------
(1)   The above results and statistics are presented on an adjusted basis.  
      These are non-GAAP amounts or non-GAAP measures. Please see the Non-  
      GAAP Measures section.                                                
nm  - not meaningful                                                        



Management's Responsibility for Financial Information

Bank of Montreal's Chief Executive Officer and Chief Financial Officer have
signed certifications relating to the appropriateness of the financial
disclosures in our interim MD&A and unaudited interim consolidated financial
statements for the period ended July 31, 2012, and relating to the design of our
disclosure controls and procedures and internal control over financial
reporting. Bank of Montreal's management, under the supervision of the CEO and
CFO, has evaluated the effectiveness, as at July 31, 2012, of Bank of Montreal's
disclosure controls and procedures (as defined in the rules of the Securities
and Exchange Commission and the Canadian Securities Administrators) and has
concluded that such disclosure controls and procedures are effective.  


Bank of Montreal's internal control over financial reporting includes policies
and procedures that: pertain to the maintenance of records that in reasonable
detail accurately and fairly reflect the transactions and dispositions of the
assets of BMO; provide reasonable assurance that transactions are recorded as
necessary to permit preparation of the consolidated financial statements in
accordance with Canadian generally accepted accounting principles and the
requirements of the Securities and Exchange Commission in the United States, as
applicable; ensure receipts and expenditures of BMO are being made only in
accordance with authorizations of management and directors of Bank of Montreal;
and provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of BMO assets that could have a
material effect on the consolidated financial statements.  


Because of its inherent limitations, internal control over financial reporting
can provide only reasonable assurance and may not prevent or detect
misstatements. Further, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become inadequate because of
changes in conditions, or that the degree of compliance with the policies or
procedures may deteriorate. 


There were no changes in our internal control over financial reporting during
the quarter ended July 31, 2012, that materially affected, or are reasonably
likely to materially affect, our internal control over financial reporting. 


As in prior quarters, Bank of Montreal's Audit and Conduct Review Committee
reviewed this document, including the unaudited interim consolidated financial
statements, and Bank of Montreal's Board of Directors approved the document
prior to its release.  


A comprehensive discussion of our businesses, strategies and objectives can be
found in Management's Discussion and Analysis in BMO's 2011 Annual Report, which
can be accessed on our website at www.bmo.com/investorrelations. Readers are
also encouraged to visit the site to view other quarterly financial information.



Caution Regarding Forward-Looking Statements

Bank of Montreal's public communications often include written or oral
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 harbor"
provisions of, and are intended to be forward-looking statements under, the
United States Private Securities Litigation Reform Act of 1995 and any
applicable Canadian securities legislation. Forward-looking statements may
involve, but are not limited to, comments with respect to our objectives and
priorities for 2012 and beyond, our strategies or future actions, our targets,
expectations for our financial condition or share price, and the results of or
outlook for our operations or for the Canadian and U.S. economies. 


By their nature, forward-looking statements require us to make assumptions and
are subject to inherent risks and uncertainties. There is significant risk that
predictions, forecasts, conclusions or projections will not prove to be
accurate, that our assumptions may not be correct and that actual results may
differ materially from such predictions, forecasts, conclusions or projections.
We caution readers of this document not to place undue reliance on our
forward-looking statements as a number of factors could cause actual future
results, conditions, actions or events to differ materially from the targets,
expectations, estimates or intentions expressed in the forward-looking
statements. 


The future outcomes that relate to forward-looking statements may be influenced
by many factors, including but not limited to: general economic and market
conditions in the countries in which we operate; weak, volatile or illiquid
capital and/or credit markets; interest rate and currency value fluctuations;
changes in monetary, fiscal or economic policy; the degree of competition in the
geographic and business areas in which we operate; changes in laws or in
supervisory expectations or requirements, including capital, interest rate and
liquidity requirements and guidance; judicial or regulatory proceedings; the
accuracy and completeness of the information we obtain with respect to our
customers and counterparties; our ability to execute our strategic plans and to
complete and integrate acquisitions; critical accounting estimates and the
effect of changes to accounting standards, rules and interpretations on these
estimates; operational and infrastructure risks; changes to our credit ratings;
general political conditions; global capital markets activities; the possible
effects on our business of war or terrorist activities; disease or illness that
affects local, national or international economies; natural disasters and
disruptions to public infrastructure, such as transportation, communications,
power or water supply; technological changes; and our ability to anticipate and
effectively manage risks associated with all of the foregoing factors. 


We caution that the foregoing list is not exhaustive of all possible factors.
Other factors could adversely affect our results. For more information, please
see the discussion on pages 30 and 31 of BMO's 2011 annual MD&A, which outlines
in detail certain key factors that may affect Bank of Montreal's future results.
When relying on forward-looking statements to make decisions with respect to
Bank of Montreal, investors and others should carefully consider these factors,
as well as other uncertainties and potential events, and the inherent
uncertainty of forward-looking statements. Bank of Montreal does not undertake
to update any forward-looking statements, whether written or oral, that may be
made from time to time by the organization or on its behalf, except as required
by law. The forward-looking information contained in this document is presented
for the purpose of assisting our shareholders in understanding our financial
position as at and for the periods ended on the dates presented, as well as our
strategic priorities and objectives, and may not be appropriate for other
purposes. 


In calculating the pro-forma impact of Basel III on our regulatory capital,
risk-weighted assets (including Counterparty Credit Risk and Market Risk) and
regulatory capital ratios, we have assumed that our interpretation of the
proposed rules and proposals announced by the Basel Committee on Banking
Supervision (BCBS) as of this date, and our models used to assess those
requirements, are consistent with the final requirements that will be
promulgated by the Office of the Superintendent of Financial Institutions Canada
(OSFI). We have also assumed that the proposed changes affecting capital
deductions, risk-weighted assets, the regulatory capital treatment for
non-common share capital instruments (i.e. grandfathered capital instruments)
and the minimum regulatory capital ratios are adopted by OSFI as proposed by
BCBS, unless OSFI has expressly advised otherwise. We have also assumed that
existing capital instruments that are non-Basel III compliant but are Basel II
compliant can be fully included in the July 31, 2012, pro-forma calculations.
The full impact of the Basel III proposals has been quantified based on our
financial and risk positions at quarter end or as close to quarter end as was
practical. In setting out the expectation that we will be able to refinance
certain capital instruments in the future, as and when necessary to meet
regulatory capital requirements, we have assumed that factors beyond our
control, including the state of the economic and capital markets environment,
will not impair our ability to do so. 


Assumptions about the level of asset sales, expected asset sale prices, net
funding cost, credit quality, risk of default and losses on default of the
underlying assets of the structured investment vehicle were material factors we
considered when establishing our expectations regarding the structured
investment vehicle discussed in this interim MD&A, including the adequacy of
first-loss protection. Key assumptions included that assets will continue to be
sold with a view to reducing the size of the structured investment vehicle,
under various asset price scenarios, and that the level of default and losses
will be consistent with the credit quality of the underlying assets and our
current expectations regarding continuing difficult market conditions.  


Assumptions about the level of default and losses on default were material
factors we considered when establishing our expectations regarding the future
performance of the transactions into which our credit protection vehicle has
entered. Among the key assumptions were that the level of default and losses on
default will be consistent with historical experience. Material factors that
were taken into account when establishing our expectations regarding the future
risk of credit losses in our credit protection vehicle and risk of loss to BMO
included industry diversification in the portfolio, initial credit quality by
portfolio, the first-loss protection incorporated into the structure and the
hedges that BMO has entered. 


In determining the impact of reductions to interchange fees in the U.S.
Regulatory Developments section, we have assumed that business volumes remain
consistent with our expectations and that certain management actions are
implemented that will modestly reduce the impact of the rules on our revenues. 


Assumptions about the performance of the Canadian and U.S. economies, as well as
overall market conditions and their combined effect on our business, are
material factors we consider when determining our strategic priorities,
objectives and expectations for our business. In determining our expectations
for economic growth, both broadly and in the financial services sector, we
primarily consider historical economic data provided by the Canadian and U.S.
governments and their agencies. See the Economic Outlook and Review section of
this interim MD&A. 


Regulatory Filings

Our continuous disclosure materials, including our interim filings, annual MD&A
and audited consolidated financial statements, Annual Information Form and
Notice of Annual Meeting of Shareholders and Proxy Circular are available on our
website at www.bmo.com/investorrelations, on the Canadian Securities
Administrators' website at www.sedar.com and on the EDGAR section of the SEC's
website at www.sec.gov. 


Economic Outlook and Review 

The Canadian economy is growing modestly, supported by low interest rates and a
vibrant resource sector but restrained by the strong Canadian dollar and weak
global demand. The economy is expected to achieve real growth of 2% this year,
maintaining the unemployment rate near 7%. Households will likely continue to
spend cautiously in the face of elevated debt and more restrictive credit rules.
Similarly, housing market activity should moderate in response to recent changes
in mortgage rules and high valuations in some markets. Fiscal policies should
remain restrictive as a result of budget deficits. While exporters, consumers
and governments all face challenging conditions, Canadian businesses should
maintain their strong rate of investment, particularly in the resource-rich
provinces of Alberta, Saskatchewan, and Newfoundland & Labrador. In addition,
lower office and industrial vacancy rates will continue to support commercial
construction. The Canadian dollar is expected to trade near parity with the U.S.
dollar in 2013, supported by strong inflows of foreign capital. Inflation should
stay low, despite expected increases in food prices, allowing the Bank of Canada
to maintain its overnight rate target at 1% well into next year. 


The U.S. economy continues to grow modestly, as concerns about the European debt
situation and domestic fiscal issues have discouraged companies from spending
and hiring. Expected real GDP growth of approximately 2% will likely result in
the unemployment rate staying above 8% through 2013. Despite lower gasoline
prices and improved finances, many households are struggling with weak job
prospects and still-high (though declining) foreclosures. Restrictive fiscal
policies will likely continue to restrain economic expansion, especially in 2013
when special tax breaks expire and scheduled spending reductions begin. However,
the housing market should improve further in response to attractive
affordability and growing demand due to the rising number of young prospective
buyers. In the face of high unemployment and low inflation, the Federal Reserve
is expected to maintain its near-zero interest rate policy for at least a couple
of more years and to implement additional measures to reduce longer-term
borrowing costs. 


The U.S. Midwest economy is growing in line with the national trend, supported
by rising automotive production and increased oil output in North Dakota but
restrained by restrictive fiscal policies and weak global demand. The Midwest
economy is expected to grow about 2% this year, held back by sharply lower
agricultural production due to the severe drought. Growth will likely improve
slightly next year, as stimulative fiscal and monetary policies in China and
other emerging-market economies should support a pickup in global exports. 


This Economic Outlook and Review section contains forward-looking statements.
Please see the Caution Regarding Forward-Looking Statements.


Foreign Exchange 

The Canadian dollar equivalents of BMO's U.S.-dollar-denominated net income,
revenues, expenses, provisions for credit losses and income taxes were increased
relative to the third quarter of 2011 and for the year to date relative to the
comparable period in 2011 by the strengthening of the U.S. dollar. They were
also raised relative to the second quarter of 2012, by a modest strengthening of
the U.S. dollar. The average Canadian/U.S. dollar exchange rate for the quarter,
expressed in terms of the Canadian dollar cost of a U.S. dollar, increased by
5.7% from a year ago and increased by 2.7% from the average of the second
quarter. The average rate for the year to date increased by 3.1%. The following
table indicates the relevant average Canadian/U.S. dollar exchange rates and the
impact of changes in the rates. 




Effects of U.S. Dollar Exchange Rate Fluctuations on BMO's Results          
                                                                            
(Canadian $ in millions,                     Q3-2012               YTD-2012 
 except as noted)                   vs. Q3-2011   vs. Q2-2012  vs. YTD-2011 
----------------------------------------------------------------------------
Canadian/U.S. dollar exchange rate                                          
 (average)                                                                  
  Current period                         1.0180        1.0180        1.0078 
  Prior period                           0.9628        0.9917        0.9777 
                                                                            
Effects on reported results                                                 
Increased (decreased) net interest                                          
 income                                      54            26            86 
Increased (decreased) non-interest                                          
 revenue                                     26            12            43 
----------------------------------------------------------------------------
Increased (decreased) revenues               80            38           129 
Decreased (increased) expenses              (50)          (24)          (82)
Decreased (increased) provision for                                         
 credit losses                               (7)           (3)           (4)
Decreased (increased) income taxes           (7)           (3)           (8)
----------------------------------------------------------------------------
Increased (decreased) net income             16             8            35 
----------------------------------------------------------------------------
                                                                            
Effects on adjusted results                                                 
Increased (decreased) net interest                                          
 income                                      43            20           180 
Increased (decreased) non-interest                                          
 revenues                                    25            12            43 
----------------------------------------------------------------------------
Increased (decreased) revenues               68            32           223 
Decreased (increased) expenses              (42)          (20)         (217)
Decreased (increased) provision for                                         
 credit losses                               (7)           (3)           (4)
Decreased (increased) income taxes           (8)           (4)           50 
----------------------------------------------------------------------------
Increased (decreased) adjusted net                                          
 income                                      11             5            52 
----------------------------------------------------------------------------
----------------------------------------------------------------------------
                                                                            
Adjusted results in this section are non-GAAP amounts or non-GAAP measures. 
Please see the Non-GAAP Measures section.                                   



The effect of currency fluctuations on our investments in foreign operations is
discussed in the Income Taxes section. 


Other Value Measures 

BMO's average annual total shareholder return for the five-year period ended
July 31, 2012, was 2.5%.  


Net economic profit (NEP) was $278 million, compared with $366 million in the
second quarter and $151 million in the third quarter of 2011. Adjusted NEP was
$297 million, compared with $296 million in the second quarter and $287 million
in the third quarter of 2011. Changes in adjusted NEP relative to a year ago are
reflective of higher earnings, including the impact of two additional months of
results of the acquired business in the current year, and increased capital.
Changes relative to the second quarter were attributable to increased capital,
offset in part by improved earnings. NEP of $278 million represents the net
income that is attributable to shareholders ($951 million), less preferred share
dividends ($32 million), plus the after-tax amortization of intangible assets
($24 million), net of a charge for capital ($665 million), and is considered an
effective measure of added economic value. Adjusted NEP is calculated in the
same manner using adjusted net income rather than reported net income and
excluding the addition of the amortization of intangible assets. NEP and
adjusted NEP are non-GAAP measures. Please see the Non-GAAP Measures section for
a discussion on the use and limitations of non-GAAP measures. 


Net Income 

Q3 2012 vs Q3 2011 

Net income was $970 million for the third quarter of 2012, up $262 million or
37% from a year ago. Earnings per share were $1.42, up 30% from $1.09 a year
ago.  


Adjusted net income was $1,013 million for the third quarter of 2012, up $157
million or 18% from a year ago. Adjusted earnings per share were $1.49, up 11%
from $1.34 a year ago. Adjusted results and items excluded in determining
adjusted results are disclosed in more detail in the preceding Adjusted Net
Income section and in the Non-GAAP Measures section, together with comments on
the uses and limitations of such measures.  


Adjusted net income growth reflects the benefits from acquisitions and organic
growth. There was significant growth in P&C U.S., due largely to inclusion of
results of the acquired business for three months compared to one month a year
ago. PCG results improved despite lower insurance results, and P&C Canada net
income was higher due to volume growth across most products, partially offset by
lower net interest margin. BMO Capital Markets results were lower than the
strong results of a year ago. Adjusted net income increased in Corporate
Services due in large part to lower adjusted provisions for credit losses.  


Provisions for credit losses increased modestly, but adjusted provisions were
down $81 million after-tax due to a recovery of provisions for credit losses on
M&I purchased credit impaired loans and lower specific provisions on the legacy
portfolio. The effective tax rate was lower, as explained in the Income Taxes
section. 


Q3 2012 vs Q2 2012 

Net income decreased $58 million or 5.8% from the second quarter and earnings
per share decreased $0.09 or 6.0%. Adjusted net income increased $31 million or
3.1% and adjusted earnings per share increased $0.05 or 3.5%. 


On an adjusted basis, there were increases in P&C U.S, P&C Canada, BMO Capital
Markets and Corporate Services and a reduction in Private Client Group.  


Adjusted revenues were lower than in the second quarter, and adjusted expenses
also decreased, reflective of effective expense management. Adjusted provisions
for credit losses decreased and the adjusted effective tax rate was also lower
in the current quarter.  


Q3 YTD 2012 vs Q3 YTD 2011 

Net income increased $761 million or 32% to $3,107 million. Earnings per share
were $4.56, up $0.82 or 22% from a year ago.  


Adjusted net income increased $524 million or 21% to $2,967 million and adjusted
earnings per share were $4.35, up $0.44 or 11% from a year ago. Eight additional
months of results of the acquired business added $527 million to year-to-date
adjusted net income compared to the same period a year ago.  


This section contains adjusted results and measures which are non-GAAP. Please
see the Non-GAAP Measures section. 


Revenue 

Total revenue increased $558 million or 17% from the third quarter a year ago.
Adjusted revenue increased $297 million or 8.8%. The inclusion of results of the
acquired business for three months compared to one month in the prior year
increased adjusted revenue by $320 million. The stronger U.S. dollar increased
adjusted revenue growth by $41 million or 1.3%, on a basis that excludes the
impact of the acquired business. Excluding these two items, adjusted revenue
decreased by $64 million or 2.0%, primarily due to lower BMO Capital Markets
revenues, as market conditions were more favourable a year ago, lower insurance
revenue and decreased revenues in Corporate Services.  


Revenue decreased $81 million or 2.1% from the second quarter. Adjusted revenue
decreased $50 million or 1.4%. The stronger U.S. dollar increased adjusted
revenue growth by $33 million or 0.9%. Excluding the impact of the stronger U.S.
dollar, adjusted revenue decreased by $83 million or 2.2%, primarily due to
lower insurance revenue. P&C Canada revenues increased due to two extra days and
good volume growth across all products, offset in part by lower margins.
Adjusted revenues in Corporate Services were down due to a number of small
items. 


Revenue for the year to date increased $1,833 million or 18% and adjusted
revenue increased $1,075 million or 11%. The inclusion of results of the
acquired business for eight additional months in the current year to date
increased adjusted revenue by $1,254 million. The stronger U.S. dollar increased
adjusted revenue growth by $68 million or 0.7%, on a basis that excludes the
impact of the acquired business. Excluding these two items, adjusted revenue
decreased by $248 million or 2.5%, primarily due to less favourable market
conditions for BMO Capital Markets.  


Changes in net interest income and non-interest revenue are reviewed in the
sections that follow.  


This section contains adjusted results and measures which are non-GAAP. Please
see the Non-GAAP Measures section.


Net Interest Income 

Net interest income in the quarter increased $422 million or 23% from a year ago
to $2,225 million. Adjusted net interest income increased $194 million or 11% to
$2,012 million. The increase in adjusted net interest income was primarily in
P&C U.S., due to the inclusion of results of the acquired business for two
additional months in the current quarter relative to the same period a year ago.
There was strong growth in Private Client Group due in part to the impact of the
acquired business. There was a modest reduction in P&C Canada. BMO Capital
Markets net interest income was consistent with results of a year ago, while
Corporate Services adjusted net interest income was lower.  


BMO's overall net interest margin increased by 12 basis points year over year to
1.88%. Adjusted net interest margin decreased by 8 basis points to 1.70% with
decreases in each of the operating groups. The decrease in BMO Capital Markets
was attributable to reduced market spreads. Decreased margin in P&C Canada was
primarily driven by deposit spread compression in the low rate environment lower
personal lending margins resulting from customer behaviours in our cards
business and competitive pressures and loan growth exceeding deposit growth,
particularly mortgages. In P&C U.S., the decrease was due to deposit spread
compression, partially offset by the favourable effect of deposit growth
exceeding loan growth and the positive impact from the acquired business. In
Private Client Group, the decrease was mainly due to lower deposit spreads,
offset in part by higher loan and deposit balances in private banking and the
impact of the acquired business. Corporate Services adjusted net interest income
decreased year over year and contributed to BMO's overall margin reduction.  


Average earning assets in the third quarter increased $64.9 billion or 16%
relative to a year ago, with a $10.3 billion increase as a result of the
stronger U.S. dollar. There were higher assets in P&C U.S. due to the acquired
business and good organic commercial loan growth. There were increased assets in
BMO Capital Markets due to increased holdings of securities purchased under
resale agreements (reverse repos) as a result of client demand and higher
deposits at the Federal Reserve. There was growth in P&C Canada, driven by
volume growth across most products, and Private Client Group benefited from
personal loan growth in private banking and higher insurance assets.  


Relative to the second quarter, net interest income increased $105 million or
4.9%. Adjusted net interest income increased $43 million or 2.1%, in part due to
two more days in the current quarter. There was growth across all operating
groups, partially offset by a decrease in Corporate Services. 


BMO's overall net interest margin decreased 1 basis point from the second
quarter. Adjusted net interest margin decreased 6 basis points. There was a
modest decline in BMO Capital Markets. P&C Canada's margin decrease was
primarily due to lower personal lending margins resulting from customer
behaviours in our cards business and competitive pressures, deposit spread
compression in the low rate environment and loan growth exceeding deposit
growth, particularly mortgages. The margin decrease in Private Client Group was
driven by lower deposit balances. Adjusted net interest margin increased
modestly in P&C U.S. while Corporate Services adjusted net interest income
decreased, which had an unfavourable impact on overall spread.  


Average earning assets increased $16.0 billion or 3.5% from the second quarter,
with a $4.9 billion increase as a result of the stronger U.S. dollar. There was
growth in BMO Capital Markets due to higher reverse repos and securities
balances. There was solid growth in P&C Canada and in Private Client Group and a
more modest increase in P&C U.S. 


Year to date, net interest income increased $1,451 million or 28%. Adjusted net
interest income increased $821 million or 16% to $6,073 million, primarily due
to the inclusion of results of the acquired business for eight additional months
in P&C U.S. and Private Client Group, compared to a year ago. Private Client
Group also benefited from higher earnings from a strategic investment and good
organic growth. There was a decrease in BMO Capital Markets due to reduced
margins, while P&C Canada net interest income was consistent with the same
period a year ago. Corporate Services adjusted net interest income was lower,
due in part to interest received on the settlement of certain tax matters in the
prior year.  


BMO's overall net interest margin increased by 15 basis points to 1.94% for the
year to date. On an adjusted basis, net interest margin decreased by 3 basis
points. There were reductions across most operating groups and reduced net
interest income in Corporate Services. There was an increase in Private Client
Group, due in large part to the impact of the acquired business and higher
earnings from a strategic investment. 


Average earning assets for the year to date increased $68.1 billion or 17%, and
by $62.6 billion adjusted to exclude the impact of the stronger U.S. dollar.
There were higher assets in P&C U.S. and in Private Client Group, due to the
inclusion of results of the acquired business and organic growth. There was also
strong growth in BMO Capital Markets and more modest growth in P&C Canada and
Corporate Services.  


Adjusted results in this section are non-GAAP amounts or non-GAAP measures.
Please see the Non-GAAP Measures section. 




Adjusted Net Interest Margin on Earning Assets (teb)(i)                     
                                                                            
                                 Increase    Increase              Increase 
                               (Decrease)  (Decrease)            (Decrease) 
(In basis points)     Q3-2012 vs. Q3-2011 vs. Q2-2012 YTD-2012 vs. YTD-2011 
----------------------------------------------------------------------------
P&C Canada                274         (17)         (7)     282          (13)
P&C U.S.                  438         (11)          3      439           (2)
----------------------------------------------------------------------------
Personal and                                                                
 Commercial Client                                                          
 Group                    316          (4)         (7)     323            4 
Private Client Group      289          (6)         (9)     322           19 
BMO Capital Markets        63         (11)         (2)      63          (15)
Corporate Services,                                                         
 including T&O(ii)         nm          nm          nm       nm           nm 
----------------------------------------------------------------------------
Total BMO adjusted                                                          
 net interest margin                                                        
 (1)                      170          (8)         (6)     177           (3)
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Total BMO reported                                                          
 net interest margin      188          12          (1)     194           15 
----------------------------------------------------------------------------
Total Canadian Retail                                                       
 (reported and                                                              
 adjusted)(iii)           273         (18)         (8)     282          (14)
----------------------------------------------------------------------------
                                                                            
(i)   Net interest margin is disclosed and computed with reference to       
      average earning assets, rather than total assets. This basis provides 
      a more relevant measure of margins and changes in margins. Operating  
      group margins are stated on a teb basis while total BMO margin is     
      stated on a GAAP basis.                                               
(ii)  Corporate Services adjusted net interest income is negative in all    
      periods and its variability affects changes in net interest margin.   
(iii) Total Canadian retail margin represents the net interest margin of the
      combined Canadian business of P&C Canada and Private Client Group.    
(1)   These are non-GAAP amounts or non-GAAP measures. Please see the Non-  
      GAAP Measures section.                                                
nm - not meaningful                                                         



Non-Interest Revenue 

Non-interest revenue increased $136 million or 9.0% from the third quarter a
year ago to $1,653 million. Adjusted non-interest revenue increased $103 million
or 6.7% to $1,665 million. There was strong growth in deposit and payment
service charges and fees in P&C U.S. and in investment management fees in
Private Client Group, due to the inclusion of results of the acquired business
for two additional months relative to a year ago. There were also increased
other revenues in P&C U.S. due to higher gains on sale of mortgages and
increased lending and other fees. There were increased trading revenues in BMO
Capital Markets and decreases in equity underwriting and advisory fees.
Securities commissions and fees were lower in both BMO Capital Markets and
Private Client Group, where insurance revenues also decreased. Non-interest
revenues in P&C Canada were higher across a number of categories. 


Relative to the second quarter, non-interest revenue decreased $186 million or
10%. Adjusted non-interest revenue decreased $93 million or 5.3%. Lower interest
rates reduced insurance revenue by $61 million in the current quarter. There
were reductions in securities commissions and fees, and in gains on securities,
foreign exchange other than trading and equity underwriting fees.  


Year to date, non-interest revenue increased $382 million or 7.8% to $5,291
million. Adjusted non-interest revenue increased $254 million or 5.3% to $5,074
million. Increases from the inclusion of results of the acquired business for
eight additional months relative to a year ago were partially offset by declines
in underwriting and advisory fees, securities commissions and fees, securities
gains and insurance revenues.  


Non-interest revenue is detailed in the attached summary unaudited interim
consolidated financial statements. 


Adjusted results in this section are non-GAAP amounts or non-GAAP measures.
Please see the Non-GAAP Measures section.


Non-Interest Expense 

Non-interest expense increased $263 million or 12% from the third quarter a year
ago to $2,484 million. Adjusted non-interest expense increased $273 million or
13% to $2,342 million. The inclusion of results of the acquired business for two
additional months compared to a year ago increased adjusted expense by $248
million. The stronger U.S. dollar increased adjusted expense growth by $26
million or 1.3%, on a basis that excludes the impact of the acquired business.
Excluding these two items, expenses decreased by $1 million or 0.1% as the
benefit from disciplined expense management was largely offset by investment in
strategic initiatives.  


Relative to the second quarter, non-interest expense decreased $15 million or
0.6%. Adjusted non-interest expense decreased $15 million or 0.6%. The stronger
U.S. dollar increased adjusted expense growth by $20 million or 0.9%. Excluding
the impact of the stronger U.S. dollar, expenses decreased by $35 million or
1.5%, due to lower employee-related costs and cost containment, despite an
increase from two more days in the quarter. Our increased focus on productivity
has contributed to quarter-over-quarter adjusted operating leverage of 1.2% on a
basis that excludes the impact of long-term interest rates on our insurance
business.  


Non-interest expense for the year to date increased $1,228 million or 19% to
$7,537 million. Adjusted non-interest expense increased $965 million or 16% to
$7,077 million. The inclusion of results of the acquired business for eight
additional months in the current year to date increased adjusted expense by $867
million. The stronger U.S. dollar increased adjusted expense growth by $44
million or 0.7%, on a basis that excludes the impact of the acquired business.
Excluding these two items, expenses increased by $54 million or 0.9%, primarily
due to continued investment in our businesses, including technology development
initiatives, as well as increased support costs.  


Non-interest expense is detailed in the attached summary unaudited interim
consolidated financial statements.  


Adjusted results in this section are non-GAAP amounts or non-GAAP measures.
Please see the Non-GAAP Measures section. 


Risk Management 

Starting in the first quarter of 2012, provisions for credit losses for the
current and prior periods are reported on an IFRS basis, and as such include
provisions resulting from the recognition of our securitized loans and certain
special purpose entities on our balance sheet. IFRS also requires that we
recognize interest income on impaired loans with a corresponding increase in
provision for credit losses.  


The provision for credit losses totalled $237 million in the third quarter of
2012. The adjusted provision for credit losses was $116 million, after adjusting
for a $113 million specific provision for the M&I purchased performing loan
portfolio. Adjusting items also include a $23 million increase in the collective
allowance for the M&I purchased performing loan portfolio and a $15 million
reduction in the collective allowance on other loans. 


The adjusted provision for credit losses of $116 million represents an
annualized 21 basis points of average net loans and acceptances, compared with
$151 million or an annualized 28 basis points in the second quarter of 2012 and
$245 million or an annualized 48 basis points in the third quarter of 2011.
Included in the adjusted specific provision for credit losses is a recovery of
$118 million related to the M&I purchased credit impaired loans this quarter,
compared with a $117 million recovery in the second quarter of 2012. 


On a geographic basis, specific provisions in Canada and all other countries
(excluding the United States) were $138 million in the third quarter of 2012,
$177 million in the second quarter of 2012 and $151 million in the third quarter
of 2011. Specific provisions in the United States were $91 million in the third
quarter of 2012, $18 million in the second quarter of 2012 and $94 million in
the third quarter of 2011. On an adjusted basis, specific provisions in the
United States for the comparable periods were a $22 million recovery, a $26
million recovery and a charge of $94 million, respectively. 


BMO employs a methodology for segmented reporting purposes whereby credit losses
are charged to the client operating groups quarterly, based on their share of
expected credit losses. The difference between quarterly charges based on
expected losses and required quarterly provisions based on actual losses is
charged (or credited) to Corporate Services. The table that follows outlines
credit losses by client operating group based on actual credit losses. 


Impaired loan formations in BMO's legacy portfolio (which excludes the M&I
purchased performing loan portfolio) totalled $405 million in the current
quarter, down from $455 million in the second quarter of 2012 and $429 million a
year ago. Impaired loan formations related to the M&I purchased performing loan
portfolio were $386 million in the current quarter, down from $444 million in
the second quarter. At acquisition, we recognized the likelihood of impairment
in the purchased performing loan portfolio and losses on these loans that have
now been identified as impaired were adequately provided for in the credit mark
established at the time of acquisition.


Total gross impaired loans, excluding the purchased credit impaired loans, were
$2,867 million at the end of the current quarter, up from $2,837 million in the
second quarter of 2012 and $2,290 million a year ago. At the end of the quarter,
there were $926 million of gross impaired loans related to the acquired
portfolios, of which $133 million is subject to a loss-sharing agreement that
expires in 2015 for commercial loans and 2020 for retail loans.  


An active housing market in Canada with low interest rates and high consumer
debt levels could imply potential risk if there were an economic downturn or
increase in interest rates. BMO's Canadian residential mortgage portfolio
represents 6.5% of the total Canadian residential mortgage market of $1,142
billion (Bank of Canada, June 2012). Approximately 65% of the portfolio is
insured, with an average loan-to-value ratio of 64% (adjusted for current
housing values). The remaining 35% of the portfolio is uninsured, with an
average loan-to-value ratio of 56%. BMO's Home Equity Line of Credit portfolio
is uninsured, but 95% of the exposures represent a priority claim and there are
no exposures that had a loan-to-value ratio greater than 80% at time of
origination. We remain satisfied with our prudent and consistent lending
standards throughout the credit cycle and will continue to monitor the portfolio
closely. 


BMO's liquidity and funding, market and insurance risk management practices and
key measures are outlined on pages 88 to 91 of BMO's 2011 annual MD&A.  


There were no significant changes to our level of liquidity and funding risk
over the quarter. We remain satisfied that our liquidity and funding management
framework provides us with a sound liquidity position.  


Trading and Underwriting Market Value Exposure (MVE) decreased over the period,
mainly due to reduced fixed income activity. Exposure in the bank's
available-for-sale portfolios was relatively unchanged over the period. 


There were no significant changes in our structural market risk management
practices during the quarter. Structural MVE is driven by rising interest rates
and primarily reflects a lower market value for fixed-rate loans. Structural
Earnings Volatility (EV) is driven by falling interest rates and primarily
reflects the risk of prime-based loans repricing at lower rates. MVE and
economic value exposures under rising interest rates decreased from the prior
quarter largely due to higher U.S. mortgage prepayments as a result of lower
interest rates. MVE also decreased due to lower modelled interest rate
volatility. EV and earnings exposure under the 100 basis point falling interest
rate scenario were largely unchanged from the prior quarter. Earnings exposure
under the 200 basis point falling interest rate scenario increased largely due
to the increased impact of interest rate floors, which limit the extent that
interest expense can decline when interest rates fall.  


There were no significant changes in the risk management practices or risk
levels of our insurance business during the quarter.  


This Risk Management section contains forward-looking statements. Please see the
Caution Regarding Forward-Looking Statements. 




Provision for Credit Losses                                                 
----------------------------------------------------------------------------
(Canadian $ in millions,                                                    
 except as noted)            Q3-2012  Q2-2012   Q3-2011  YTD-2012  YTD-2011 
----------------------------------------------------------------------------
New specific provisions          484      458       344     1,354     1,080 
Reversals of previously                                                     
 established allowances          (59)     (66)      (38)     (192)      (83)
Recoveries of loans                                                         
 previously written-off         (196)    (197)      (61)     (616)     (170)
----------------------------------------------------------------------------
Specific provision for                                                      
 credit losses                   229      195       245       546       827 
Change in collective                                                        
 allowance                         8        -       (15)       27        23 
----------------------------------------------------------------------------
Provision for credit losses                                                 
 (PCL)                           237      195       230       573       850 
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Adjusted specific provision                                                 
 for credit losses (1)           116      151       245       358       827 
                                                                            
PCL as a % of average net                                                   
 loans and acceptances                                                      
 (annualized)                   0.38%    0.32%     0.43%     0.31%     0.55%
PCL as a % of average net                                                   
 loans and acceptances                                                      
 excluding purchased                                                        
 portfolios (annualized) (2)    0.39%    0.46%     0.44%     0.45%     0.56%
Specific PCL as a % of                                                      
 average net loans and                                                      
 acceptances (annualized)       0.37%    0.32%     0.46%     0.30%     0.53%
Adjusted specific PCL as a %                                                
 of average net loans and                                                   
 acceptances (annualized)                                                   
 (1)                            0.21%    0.28%     0.48%     0.22%     0.55%
----------------------------------------------------------------------------
----------------------------------------------------------------------------
                                                                            
(1)  Adjusted specific provision for credit losses excludes provisions      
     related to the M&I purchased performing loan portfolio.                
(2)  Ratio is presented excluding purchased portfolios, to provide for      
     better historical comparisons.                                         
                                                                            
                                                                            
Provision for Credit Losses by Operating Group, on an Actual Loss Basis   
--------------------------------------------------------------------------
(Canadian $ in millions,                                                  
 except as noted)         Q3-2012   Q2-2012   Q3-2011  YTD-2012  YTD-2011 
--------------------------------------------------------------------------
P&C Canada                    141       161       150       451       469 
P&C U.S.                       71        55        54       182       265 
--------------------------------------------------------------------------
Personal and Commercial                                                   
 Banking                      212       216       204       633       734 
Private Client Group            4         1        (2)        9         6 
BMO Capital Markets            (1)       17         8         5        14 
Corporate Services,                                                       
 including T&O (1)             19        34        35        88        73 
Purchased Credit Impaired                                                 
 Loans (2)                   (118)     (117)        -      (377)        - 
--------------------------------------------------------------------------
Adjusted provision for                                                    
 credit losses                116       151       245       358       827 
--------------------------------------------------------------------------
                                                                          
P&C U.S.                       99        39         -       162         - 
Private Client Group            3         5         -        10         - 
Corporate Services,                                                       
 include T&O                   11         -         -        16         - 
--------------------------------------------------------------------------
Specific provisions on                                                    
 purchased performing                                                     
 loans                        113        44         -       188         - 
--------------------------------------------------------------------------
Change in collective                                                      
 allowance                      8         -       (15)       27        23 
--------------------------------------------------------------------------
Provision for credit                                                      
 losses                       237       195       230       573       850 
--------------------------------------------------------------------------
--------------------------------------------------------------------------
                                                                          
(1)  Corporate Services includes the provision for credit losses in respect 
     of loans transferred from P&C U.S. to Corporate Services in Q3-2011 and
     IFRS adjustments related to the interest on impaired loans.            
(2)  Includes recoveries related to the M&I purchased credit impaired loans,
     which are reported under Corporate Services in our financial results.  
                                                                            
                                                                            
Changes in Gross Impaired Loans and Acceptances (GIL) (1)                   
----------------------------------------------------------------------------
(Canadian $ in millions,                                                    
 except as noted)           Q3-2012   Q2-2012   Q3-2011  YTD-2012  YTD-2011 
----------------------------------------------------------------------------
GIL, beginning of period      2,837     2,657     2,465     2,685     2,894 
Additions to impaired loans                                                 
 and acceptances                791       899       429     2,314     1,260 
Reductions in impaired                                                      
 loans and acceptances (2)     (458)     (427)     (367)   (1,264)   (1,161)
Write-offs (3)                 (303)     (292)     (237)     (868)     (703)
----------------------------------------------------------------------------
GIL, end of period (1)        2,867     2,837     2,290     2,867     2,290 
----------------------------------------------------------------------------
----------------------------------------------------------------------------
GIL as a % of gross loans                                                   
 and acceptances               1.13%     1.15%     0.98%     1.13%     0.98%
GIL as a % of gross loans                                                   
 and acceptances excluding                                                  
 purchased portfolios (4)      0.85%     0.98%     1.10%     0.85%     1.10%
GIL as a % of equity and                                                    
 allowances for credit                                                      
 losses                        9.15%     9.34%     7.94%     9.15%     7.94%
GIL as a % of equity and                                                    
 allowances for credit                                                      
 losses excluding purchased                                                 
 portfolios (4)                6.24%     7.07%     7.96%     6.24%     7.96%
----------------------------------------------------------------------------
----------------------------------------------------------------------------
                                                                            
(1)  GIL excludes purchased credit impaired loans.                          
(2)  Includes impaired amounts returned to performing status, loan sales,   
     repayments, the impact of foreign exchange fluctuations and effects for
     consumer write-offs which have not been recognized in formations.      
(3)  Excludes certain loans that are written-off directly and not classified
     as new formations ($106 million in Q3-2012, $106 million in Q2-2012;   
     and $101 million in Q3-2011).                                          
(4)  Ratio is presented excluding purchased portfolios, to provide for      
     better historical comparisons.                                         
This section contains adjusted results and measures which are non-GAAP.     
Please see the Non-GAAP Measures section.                                   
                                                                            
                                                                            
Total Trading and Underwriting Market Value Exposure (MVE) Summary ($       
 millions)(i)                                                               
----------------------------------------------------------------------------
                                                             As at    As at 
                                                             April  October 
                           For the quarter ended July 31,      30,      31, 
                                                     2012     2012     2011 
---------------------------------------------------------- -------- --------
(Pre-tax Canadian         Quarter                          Quarter    Year- 
 equivalent)                 -end Average    High     Low     -end      end 
---------------------------------------------------------- -------- --------
Commodity VaR                (0.6)   (0.8)   (1.0)   (0.4)    (0.5)    (0.3)
Equity VaR                   (6.9)   (5.8)   (7.1)   (4.4)    (6.3)    (5.4)
Foreign Exchange VaR         (0.5)   (1.6)   (3.0)   (0.2)    (2.3)    (0.9)
Interest Rate VaR (MTM)      (7.8)   (7.8)   (9.6)   (6.2)    (9.5)    (6.3)
Diversification               6.1     6.6      nm      nm      7.9      4.2 
------------------------------------------                ------------------
Trading Market VaR           (9.7)   (9.4)  (11.2)   (7.5)   (10.7)    (8.7)
Trading & Underwriting                                                      
 Issuer Risk                 (3.2)   (5.4)   (7.3)   (2.8)    (5.9)    (3.6)
------------------------------------------                ------------------
Total Trading &                                                             
 Underwriting MVE           (12.9)  (14.8)  (17.3)  (12.3)   (16.6)   (12.3)
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Interest Rate VaR (AFS)     (14.9)  (15.7)  (17.8)  (14.7)   (15.3)   (11.3)
----------------------------------------------------------------------------
----------------------------------------------------------------------------
(i) One-day measure using a 99% confidence interval. Losses are in brackets 
    and benefits are presented as positive numbers.                         
    MTM - mark-to-market                                                    
    nm - not meaningful                                                     
                                                                            
                                                                            
Total Trading Market Stressed Value at Risk (VaR) Summary ($ millions)(i)   
                                                                            
----------------------------------------------------------------------------
(Pre-tax Canadian                                            As at    As at 
 equivalent)                              For the quarter    April  October 
                                           ended July 31,      30,      31, 
                                               2012           2012     2011 
                          Quarter                          Quarter    Year- 
                             -end Average    High     Low     -end      end 
---------------------------------------------------------- -------- --------
                                                                            
Commodity Stressed VaR       (0.8)   (1.2)   (2.5)   (0.7)    (1.1)    (0.3)
Equity Stressed VaR         (13.2)  (10.5)  (13.4)   (7.4)    (9.9)    (6.4)
Foreign Exchange Stressed                                                   
 VaR                         (0.7)   (2.2)   (4.7)   (0.5)    (2.4)    (1.2)
Interest Rate Stressed VaR                                                  
 (Mark-to-Market)           (13.0)  (14.6)  (21.4)  (10.9)   (19.9)   (13.2)
Diversification               9.3    11.6      nm      nm     14.0      6.7 
----------------------------------------------------------------------------
                                                                            
Trading Market Stressed                                                     
 VaR                        (18.4)  (16.9)  (21.0)  (12.2)   (19.3)   (14.4)
----------------------------------------------------------------------------
----------------------------------------------------------------------------
                                                                            
(i) One-day measure using a 99% confidence interval. Losses are in brackets 
    and benefits are presented as positive numbers.                         
    nm - not meaningful                                                     
                                                                            
                                                                            
Structural Balance Sheet Market Value Exposure and Earnings Volatility ($   
 millions)(i)                                                               
----------------------------------------------------------------------------
                                                                            
                                             July 31,  April 30,    October 
(Canadian equivalent)                            2012       2012   31, 2011 
----------------------------------------------------------------------------
Market value exposure (MVE) (pre-tax)          (608.9)    (685.8)    (685.9)
12-month earnings volatility (EV) (after-                                   
 tax)                                           (80.4)     (83.2)     (95.0)
----------------------------------------------------------------------------
----------------------------------------------------------------------------
                                                                            
Losses are in brackets. Measured at a 99% confidence interval.              
                                                                            
                                                                            
Structural Balance Sheet Earnings and Value Sensitivity to Changes in       
 Interest Rates ($ millions)(i) (ii)                                        
----------------------------------------------------------------------------
                  Economic value sensitivity  Earnings sensitivity over the 
                                   (Pre-tax)     next 12 months (After-tax) 
--------------------------------------------- ------------------------------
                                                                            
(Canadian       July 31, April 30,   October   July 31, April 30,   October 
 equivalent)        2012      2012  31, 2011       2012      2012  31, 2011 
----------------------------------------------------------------------------
                                                                            
100 basis point                                                             
 increase         (538.9)   (562.6)   (614.3)      16.5      26.1      24.8 
100 basis point                                                             
 decrease          402.5     307.1     441.8      (79.7)    (81.1)   (102.5)
                                                                            
200 basis point                                                             
 increase       (1,242.9) (1,244.6) (1,295.7)      24.2      43.0      69.3 
200 basis point                                                             
 decrease          806.7     724.6     829.4      (74.9)    (34.7)    (63.3)
                                                                            
----------------------------------------------------------------------------
----------------------------------------------------------------------------
                                                                            
(i)  Losses are in brackets and benefits are presented as positive numbers. 
(ii) For BMO's insurance businesses, a 100 basis point increase in interest 
     rates at July 31, 2012, results in an increase in earnings after tax of
     $94 million and an increase in before tax economic value of $646       
     million ($96 million and $553 million, respectively, at April 30, 2012;
     and $88 million and $436 million, respectively, at October 31, 2011). A
     100 basis point decrease in interest rates at July 31, 2012, results in
     a decrease in earnings after tax of $89 million and a decrease in      
     before tax economic value of $742 million ($86 million and $634        
     million, respectively, at April 30, 2012; and $82 million and $494     
     million, respectively, at October 31, 2011). These impacts are not     
     reflected in the table above.                                          



Income Taxes 

As explained in the Revenue section, management assesses BMO's consolidated
results and associated provisions for income taxes on a GAAP basis. We assess
the performance of the operating groups and associated income taxes on a taxable
equivalent basis and report accordingly.  


The provision for income taxes of $187 million increased $26 million from the
third quarter of 2011 and decreased $50 million from the second quarter of 2012.
The effective tax rate for the quarter was 16.2%, compared with 18.5% a year ago
and 18.7% in the second quarter. The lower effective tax rate in the current
quarter relative to the third quarter of 2011 was primarily due to a 1.6
percentage point reduction in the statutory Canadian income tax rate in 2012 and
a change in Ontario statutory tax rates that resulted in a positive revaluation
of deferred tax assets. The lower effective tax rate in the current quarter
relative to the second quarter of 2012 was primarily due to higher tax exempt
income and the change in Ontario statutory tax rates.  


The adjusted effective tax rate was 16.9% in the current quarter, compared with
19.7% in the third quarter of 2011 and 19.5% in the second quarter of 2012. The
adjusted tax rate is computed using adjusted net income rather than net income
in the determination of income subject to tax. 


As explained in the Provision for Income Taxes section of BMO's 2011 annual
MD&A, to manage the impact of foreign exchange rate changes on BMO's investments
in foreign operations, BMO may hedge foreign exchange risk by partially or fully
funding its foreign investment in U.S. dollars. The gain or loss from such
hedging and the unrealized gain or loss from translation of the investments in
U.S. operations are charged or credited to shareholders' equity. For income tax
purposes, the gain or loss on the hedging activities results in an income tax
charge or credit in the current period in shareholders' equity, while the
associated unrealized gain or loss on the investments in U.S. operations does
not incur income taxes until the investments are liquidated. The income tax
charge or benefit arising from such hedging gains or losses is a function of the
fluctuation in the Canadian/U.S. exchange rate from period to period. This
hedging of the investments in U.S. operations has given rise to an income tax
recovery in shareholders' equity of $24 million for the quarter and $18 million
for the year to date. Refer to the Consolidated Statement of Comprehensive
Income included in the unaudited interim consolidated financial statements for
further details. Information on additional hedging of our foreign exchange
exposure due to investments in foreign operations is, with respect to the
mitigation of potential volatility in our capital ratios, described below in the
Capital Management Q3 2012 Regulatory Capital Review section. 


Adjusted results in this section are non-GAAP amounts or non-GAAP measures.
Please see the Non-GAAP Measures section.




Summary Quarterly Results Trends (1) (2)                                    
                                                                            
(Canadian $                                                                 
 in millions,                                                               
 except as                       Q1-    Q4-     Q3-     Q2-     Q1-     Q4- 
 noted)      Q3-2012 Q2-2012    2012   2011    2011    2011    2011 2010(2) 
----------------------------------------------------------------------------
Total revenue  3,878   3,959   4,117  3,822   3,320   3,333   3,468   3,236 
Provision for                                                               
 credit                                                                     
 losses -                                                                   
 specific        229     195     122    299     245     265     317     253 
Provision for                                                               
 credit                                                                     
 losses -                                                                   
 collective        8       -      19     63     (15)     32       6       - 
Non-interest                                                                
 expense       2,484   2,499   2,554  2,432   2,221   2,030   2,058   2,030 
Reported net                                                                
 income          970   1,028   1,109    768     708     813     825     757 
Adjusted net                                                                
 income        1,013     982     972    832     856     770     817     766 
----------------------------------------------------------------------------
Basic                                                                       
 earnings per                                                               
 share ($)      1.42    1.52    1.65   1.12    1.10    1.34    1.36    1.25 
Diluted                                                                     
 earnings per                                                               
 share ($)      1.42    1.51    1.63   1.11    1.09    1.32    1.34    1.24 
Adjusted                                                                    
 diluted                                                                    
 earnings per                                                               
 share ($)      1.49    1.44    1.42   1.20    1.34    1.25    1.32    1.26 
Net interest                                                                
 margin on                                                                  
 earning                                                                    
 assets (%)     1.88    1.89    2.05   2.01    1.76    1.82    1.78    1.89 
Adjusted net                                                                
 interest                                                                   
 margin on                                                                  
 earning                                                                    
 assets (%)     1.70    1.76    1.85   1.78    1.78    1.83    1.79    1.89 
Effective                                                                   
 income tax                                                                 
 rate (%)       16.2    18.7    22.0   25.3    18.5    19.2    24.1    20.6 
Canadian/U.S.                                                               
 dollar                                                                     
 exchange                                                                   
 rate                                                                       
 (average)      1.02    0.99    1.01   1.01    0.96    0.96    1.01    1.04 
                                                                            
Reported net                                                                
 income:                                                                    
  P&C Canada     453     446     446    439     443     414     477     427 
  P&C U.S.       129     121     137    155      90      53      54      46 
----------------------------------------------------------------------------
Personal and                                                                
 Commercial                                                                 
 Banking         582     567     583    594     533     467     531     473 
Private                                                                     
 Client Group    109     145     105    137     104      91     144     120 
BMO Capital                                                                 
 Markets         232     225     198    143     270     229     260     214 
Corporate                                                                   
 Services,                                                                  
 including                                                                  
 T&O              47      91     223   (106)   (199)     26    (110)    (50)
----------------------------------------------------------------------------
BMO Financial                                                               
 Group net                                                                  
 income          970   1,028   1,109    768     708     813     825     757 
----------------------------------------------------------------------------
----------------------------------------------------------------------------
                                                                            
Adjusted net                                                                
 income:                                                                    
  P&C Canada     456     449     448    441     444     417     479     429 
  P&C U.S.       145     136     154    172      99      57      59      51 
----------------------------------------------------------------------------
Personal and                                                                
 Commercial                                                                 
 Banking         601     585     602    613     543     474     538     480 
Private                                                                     
 Client Group    115     150     110    143     105      93     145     121 
BMO Capital                                                                 
 Markets         232     226     198    143     270     229     260     214 
Corporate                                                                   
 Services,                                                                  
 including                                                                  
 T&O              65      21      62    (67)    (62)    (26)   (126)    (49)
----------------------------------------------------------------------------
BMO Financial                                                               
 Group                                                                      
 adjusted net                                                               
 income        1,013     982     972    832     856     770     817     766 
----------------------------------------------------------------------------
----------------------------------------------------------------------------
(1)  Adjusted results in this chart are non-GAAP amounts or non-GAAP        
     measures. Please see the Non-GAAP Measures section.                    
(2)  Amounts for Q4-2010 have not been restated to conform to IFRS. See     
     discussion that follows.                                               



BMO's quarterly earning trends were reviewed in detail on pages 98 and 99 of
BMO's 2011 annual MD&A. Readers are encouraged to refer to that review for a
more complete discussion of trends and factors affecting past quarterly results
including the modest impact of seasonal variations in results. The above table
outlines summary results for the fourth quarter of fiscal 2010 through the third
quarter of fiscal 2012.  


Effective November 1, 2011, BMO's financial statements are prepared in
accordance with IFRS. The consolidated financial statements for comparative
periods in fiscal year 2011 have been restated. Our financial results for the
one quarter in fiscal 2010 listed above, however, have not been restated and are
still being presented in accordance with Canadian GAAP as defined at that time. 


We have remained focused on our objectives and priorities and have made good
progress in embracing a culture that places the customer at the centre of
everything we do. Economic conditions were at times challenging for some of our
businesses in 2011, but overall conditions improved and we have maintained our
focus on our vision and strategy, while also reporting improved results in 2011
and 2012. These improved results generally reflect a trend toward stronger
revenues, reduced provisions for credit losses and increased net income,
although adjusted results in the fourth quarter of 2011 were weaker due to the
impact of concerns over the European debt situation. Expenses increased in 2011,
reflecting acquisitions, initiative spending and business growth. Results in the
first three quarters of 2012 were strong.


In July 2011, we completed the acquisition of M&I for share consideration,
significantly growing our operations in the United States. 


P&C Canada has performed well with generally increasing revenues and
profitability, and good revenue increase in the commercial businesses, driven by
volume growth across most products. Net income has generally trended higher in
2011 and into the first nine months of 2012, with revenue and expense growth
moderating during that period. 


P&C U.S. has operated in a difficult economic environment since 2007. The
economic environment led to a drop in loan utilization, which affected revenue
growth and net income. Results improved significantly in 2011 and into 2012 as
we are realizing the benefit of the acquired business late in the third quarter
of 2011 and seeing commercial loan utilization starting to increase. 


Beginning in the third quarter of 2011, Private Client Group results reflect the
acquisitions of the Lloyd George Management group of companies and the M&I
wealth management business. Recent quarterly results have generally reflected
continued growth in Private Client Group excluding insurance. Insurance results
were lowered in the first quarter and third quarter of 2012 by the effects of
changes in long-term interest rates. Private Client Group results are subject to
variability due to reinsurance charges and the effects of long-term interest
rate movements on our insurance business. 


BMO Capital Markets results in the first quarter of 2011 were particularly
strong, while second quarter results returned to normal levels and third quarter
results benefited from tax recoveries related to prior periods. Results were
down in the fourth quarter of 2011 due to a difficult market environment. Net
income has trended higher in 2012 although the market environment remains
uncertain. 


Corporate Services reported results are affected by adjusting items. Adjusted
results have been generally more consistent, reflecting decreased provisions for
credit losses and better revenues.  


The effective income tax rate can vary as it depends on the timing of resolution
of certain tax matters, recoveries of prior periods' income taxes and the
relative proportion of earnings attributable to the different jurisdictions in
which we operate.  


The U.S. dollar has generally weakened over the past two years. It weakened
further in 2011 to levels close to parity, although the decrease in its value
was less pronounced than in 2010. The U.S. dollar strengthened slightly in the
first quarter of 2012, weakened in the second quarter, and then strengthened
again in the third quarter. A stronger U.S. dollar increases the translated
values of BMO's U.S.-dollar-denominated revenues and expenses.  


Balance Sheet 

Total assets of $542.2 billion at July 31, 2012, increased $41.7 billion from
October 31, 2011, with minimal impact from the stronger U.S. dollar. The
increase primarily reflects growth in net loans and acceptances of $14.5
billion, cash and cash equivalents and interest bearing deposits with banks of
$13.9 billion, securities of $8.1 billion and securities borrowed or purchased
under resale agreements of $7.6 billion. All remaining assets declined by a
combined $2.4 billion. 


The $14.5 billion increase in net loans and acceptances was primarily due to an
increase in loans to businesses and governments of $8.0 billion across most
operating groups and an increase in residential mortgages of $4.5 billion in P&C
Canada. Other loans and acceptances had a net increase totalling $2.0 billion. 


The $13.9 billion increase in cash and cash equivalents and interest bearing
deposits with banks was primarily due to increased balances held with the
Federal Reserve. 


The $8.1 billion increase in securities resulted primarily from an increase in
available-for-sale securities. 


The $7.6 billion increase in securities borrowed or purchased under resale
agreements was mainly due to increased client-driven activities. 


The $2.4 billion decrease in other items was primarily related to decreases in
derivative assets primarily related to U.S. equities. 


Liabilities and equity increased $41.7 billion from October 31, 2011. The change
primarily reflects increases in deposits of $26.6 billion, securities lent or
sold under repurchase agreements of $15.1 billion, securities sold but not yet
purchased of $2.3 billion and shareholders' equity of $1.6 billion. All
remaining liabilities decreased by a combined $3.9 billion. 


The $26.6 billion increase in deposits was largely driven by a $24.5 billion
increase in business and government deposits, which grew in both the United
States and Canada. Deposits by banks increased $2.4 billion, while deposits by
individuals decreased $0.3 billion. 


The $15.1 billion increase in securities lent or sold under repurchase
agreements was mainly due to increased client-driven activities. 


The $3.9 billion decrease in other items was largely related to the windup of
one of the bank's mortgage securitization vehicles. 


The $2.3 billion increase in securities sold but not yet purchased was primarily
due to increased hedging requirements in BMO Capital Markets. 


The increase in shareholders' equity of $1.6 billion reflects growth in retained
earnings. 


Contractual obligations by year of maturity are outlined in Table 20 on page 110
of BMO's 2011 Annual Report, in accordance with Canadian GAAP as defined at that
time. On this basis, there have been no material changes to contractual
obligations that are outside the ordinary course of our business.  


Capital Management 

Q3 2012 Regulatory Capital Review 

BMO's capital position remains strong, with a Common Equity Ratio (based on
Basel II) of 10.31%, and a Basel II Tier 1 Capital Ratio of 12.40% at July 31,
2012. Common Equity and Tier 1 capital were $21.1 and $25.4 billion,
respectively. Risk-weighted assets (RWA) were $205 billion at July 31, 2012.  


The Common Equity Ratio increased 72 basis points from the end of fiscal 2011
due to higher common equity and lower RWA, as described below. The Basel II Tier
1 Capital Ratio increased 39 basis points from the end of fiscal 2011. Relative
to the second quarter, the Common Equity Ratio and Tier 1 Capital Ratio
increased 41 and 43 basis points, respectively. 


Effective November 1, 2011, BMO adopted IFRS, which impacts our capital ratios.
The transition to IFRS reduces RWA and lowers retained earnings. As such, the
adoption of IFRS will ultimately reduce BMO's Basel II Tier 1 Capital Ratio and
Total Capital Ratio by approximately 60 and 55 basis points, respectively, and
increase the assets to capital multiple by 1.45x. Using transition guidance from
the Office of the Superintendent of Financial Institutions Canada (OSFI), BMO
has elected to phase in the impact of lower Tier 1 capital over a five-quarter
period and, as such, the impact of IFRS lowered our Basel II Tier 1 Capital
Ratio and Total Capital Ratio at the end of the third quarter by 32 and 28 basis
points, respectively. The impact of lower RWA is not phased in and was fully
recognized in the first quarter of 2012. 


Basel II RWA of $205 billion at July 31, 2012, was $4 billion lower than October
31, 2011, due mainly to lower RWA related to the adoption of IFRS described
above, improved risk assessments and lower RWA related to securitized assets.
These factors were partly offset by the requirements for additional Stress VaR
RWA under the Basel 2.5 rules and the impact of the weakening Canadian dollar on
U.S.-dollar-denominated RWA. 


Common equity (on a Basel II basis) at July 31, 2012, increased $1.1 billion
from $20.0 billion at October 31, 2011, due to retained earnings growth and the
issuance of common shares through the Shareholder Dividend Reinvestment and
Share Purchase Plan and the exercise of stock options. These factors were partly
offset by higher deductions under Basel 2.5 rules. 


Common equity growth was partly offset by adjustments to retained earnings as
part of the transition to IFRS, which, as noted above, is phased in over five
quarters, and by higher Basel II capital deductions due to the expiry of
grandfathering rules related to capital deductions for insurance subsidiaries
held prior to January 1, 2007. Excluding these adjustments, common equity
increased by $2.2 billion. 


The bank's Basel II Tier 1 capital increased $0.3 billion from October 31, 2011,
with growth in common equity partially offset by the redemption of $400 million
BMO BOaTS - Series C in December 2011 and US$300 million Class B Preferred
Shares Series 10 in February 2012. 


BMO's Basel II Total Capital Ratio was 14.78% at July 31, 2012. The ratio was
down modestly from the end of 2011 and from the second quarter. Total capital
decreased $0.7 billion from the end of 2011 to $30.3 billion, primarily due to
the factors outlined above and the redemption of $1.2 billion of subordinated
Series D Medium-Term Notes Second Tranche in June 2012. 


BMO's Assets-to-Capital Multiple, a leverage ratio monitored by OSFI, was 15.8
at July 31, 2012. Under OSFI rules, a bank's total assets should be no greater
than 20 times its available capital, but OSFI may prescribe a lower multiple or
approve a multiple of up to 23, depending on a bank's circumstances. 


BMO's investments in U.S. operations are primarily denominated in U.S. dollars.
As discussed in the preceding Income Taxes section, foreign exchange gains or
losses on the translation of the investments in foreign operations to Canadian
dollars are reported in shareholders' equity (although they do not attract tax
until realized). When coupled with the foreign exchange impact of
U.S.-dollar-denominated RWA on Canadian-dollar equivalent RWA, and with the
impact of U.S.-dollar-denominated capital deductions on our Canadian dollar
capital, this may result in volatility in the bank's capital ratios. BMO may, as
discussed in the Income Taxes section, partially hedge this foreign exchange
risk by funding its foreign investment in U.S. dollars and, to reduce the impact
of foreign exchange rate changes on the bank's capital ratios, may enter into
forward currency contracts or elect to fund its investment in Canadian dollars. 


Pending Basel III Regulatory Capital Changes 

The Basel III capital rules, which will come into effect in January 2013, have
now been described by OSFI in drafts disclosed for public consultation and BMO's
Basel III capital ratios are well-positioned for the adoption of the new
requirements. 


We consider the Common Equity Ratio to be the primary capital ratio under Basel
III. Based on our analysis and assumptions, BMO's pro-forma July 31, 2012,
Common Equity Ratio would be 8.3%, approximately 65 basis points higher than the
pro-forma ratio at the end of the prior quarter. This increase was primarily due
to common equity growth (largely from retained earnings) and lower capital
deductions. OSFI indicated in a public letter dated February 1, 2011, that it
expects deposit-taking institutions to meet the Basel III capital requirements,
including a 7% Common Equity Ratio target (4.5% minimum plus 2.5% capital
conservation buffer), early in the Basel III transition period, which commences
at the start of 2013. BMO currently surpasses these expectations on a pro-forma
basis. 


The bank's regulatory common equity, defined as common equity net of applicable
regulatory capital adjustments, would decrease by approximately $2.3 billion
from $20.5 billion under Basel II, based on full phase in of IFRS impacts, to
$18.2 billion under Basel III, both as at July 31, 2012. 


Our RWA at July 31, 2012, would increase by approximately $16 billion from $205
billion under Basel II to $221 billion under Basel III, primarily due to higher
counterparty credit risk RWA of $13.3 billion as well as the conversion of
certain existing Basel II capital deductions to RWA. 


The Basel III pro-forma Tier 1 Capital Ratio at July 31, 2012, would be 9.9%, an
increase of approximately 35 basis points from the prior quarter. 


Under Basel III, Tier 1 capital at July 31, 2012, would decrease by
approximately $3.1 billion from $24.9 billion under Basel II to $21.8 billion,
based on full phase in of IFRS impacts. 


BMO's pro-forma Tier 1 Capital Ratio, Total Capital Ratio and Leverage Ratio
exceed Basel III minimum requirements. 


The pro-forma calculations and statements in this section assume full
implementation of announced Basel III regulatory capital requirements and
proposals. In calculating the bank's Basel III Tier 1 Capital Ratio, Basel III
Total Capital Ratio and Leverage Ratio, we also assumed that BMO's current
non-common share Tier 1 and Tier 2 capital instruments were fully included in
regulatory capital. These instruments do not meet Basel III capital requirements
and will be subject to grandfathering provisions and phased out at 10% per annum
over a nine-year period beginning January 1, 2013. We expect to be able to
refinance non-common share capital instruments as and when necessary in order to
meet applicable non-common share capital requirements. 


The Basel III pro-forma ratios do not reflect future management actions that may
be taken to help mitigate the impact of the changes, the benefit of future
growth in retained earnings, additional rule changes or factors beyond
management's control. 


Additional information on Basel III regulatory capital changes is available in
the Enterprise-Wide Capital Management section on pages 61 to 65 of BMO's 2011
annual MD&A. 


Other Capital Developments

During the quarter, 3,574,000 common shares were issued through the Shareholder
Dividend Reinvestment and Share Purchase Plan and the exercise of stock options.



During the quarter, we redeemed all $1.2 billion of subordinated Series D
Medium-Term Notes Second Tranche. 


On August 28, 2012, BMO announced that the Board of Directors declared a
quarterly dividend payable to common shareholders of $0.72 per share, an
increase of two cents per share from a year ago and from the preceding quarter.
The increase in our dividend reflects our strong capital position, the success
of our business strategies and our confidence in our continued ability to
generate sustained earnings growth. 


The bank also changed its target dividend payout range (common share dividends
as a percentage of net income attributable to shareholders less preferred share
dividends) to 40-50% from 45-55%. 


This change is consistent with our objective of maintaining capital flexibility
to execute on our growth strategies and considers the higher capital
expectations resulting from Basel III.


The dividend is payable November 28, 2012, to shareholders of record on November
1, 2012. Common shareholders may elect to have their cash dividends reinvested
in common shares of the bank in accordance with the bank's Shareholder Dividend
Reinvestment and Share Purchase Plan ("Plan"). Under the Plan, the Board of
Directors determines whether the common shares will be purchased in the
secondary market or issued by the bank from treasury. For the dividend payable
on November 28 2012, given the strength of the bank's capital position, the
common shares purchased under the Plan will be issued from treasury without a
discount. Previously, common shares purchased under the Plan were issued at a
two per cent discount from the average market price of the common shares, as
defined in the Plan.




Qualifying Regulatory Capital                                               
                                                                            
Basel II Regulatory Capital and Risk-Weighted Assets                        
(Canadian $ in millions)                                 Q3-2012    Q4-2011 
----------------------------------------------------------------------------
Gross common shareholders' equity                         25,605     24,455 
IFRS phase in not applicable to common equity                 44          - 
Goodwill and excess intangible assets                     (3,732)    (3,585)
Securitization-related deductions                            (31)      (168)
Expected loss in excess of allowance - AIRB Approach         (75)      (205)
Substantial investments/Investments in insurance                            
 subsidiaries                                               (607)      (481)
Other deductions                                             (86)         - 
----------------------------------------------------------------------------
Adjusted common shareholders' equity                      21,118     20,016 
Non-cumulative preferred shares                            2,465      2,861 
Innovative Tier 1 Capital Instruments                      1,847      2,156 
Non-controlling interest in subsidiaries                      16         38 
IFRS phase in only applicable to Tier 1 capital              (44)         - 
----------------------------------------------------------------------------
Adjusted Tier 1 Capital                                   25,402     25,071 
----------------------------------------------------------------------------
Subordinated debt                                          4,386      5,896 
Trust subordinated notes                                     800        800 
Accumulated net after-tax unrealized gains on                               
 available-for-sale equity securities                         68          7 
Eligible portion of collective allowance for credit                         
 losses                                                      331        309 
----------------------------------------------------------------------------
Total Tier 2 Capital                                       5,585      7,012 
Securitization-related deductions                            (31)       (31)
Expected loss in excess of allowance - AIRB Approach         (75)      (205)
Substantial Investments/Investment in insurance                             
 subsidiaries                                               (607)      (855)
----------------------------------------------------------------------------
Adjusted Tier 2 Capital                                    4,872      5,921 
----------------------------------------------------------------------------
Total Capital                                             30,274     30,992 
----------------------------------------------------------------------------
----------------------------------------------------------------------------
                                                                            
Risk-Weighted Assets                                                        
(Canadian $ in millions)                                 Q3-2012    Q4-2011 
----------------------------------------------------------------------------
Credit risk                                              172,050    179,092 
Market risk                                                7,320      4,971 
Operational risk                                          25,417     24,609 
----------------------------------------------------------------------------
Total risk-weighted assets                               204,787    208,672 
----------------------------------------------------------------------------
----------------------------------------------------------------------------



Caution 

The foregoing Capital Management sections contain forward-looking statements.
Please see the Caution Regarding Forward-Looking Statements.


The foregoing Capital Management sections contain adjusted results and measures,
which are non-GAAP. Please see the Non-GAAP Measures section. 




Outstanding Shares and Securities Convertible into Common Shares        
                                                                        
                                                     Number of shares or
As at August 22, 2012                                      dollar amount
------------------------------------------------------------------------
                                                                        
Common shares                                                646,944,000
Class B Preferred Shares                                                
  Series 5                                          $        200,000,000
  Series 13                                         $        350,000,000
  Series 14                                         $        250,000,000
  Series 15                                         $        250,000,000
  Series 16                                         $        300,000,000
  Series 18                                         $        150,000,000
  Series 21                                         $        275,000,000
  Series 23                                         $        400,000,000
  Series 25                                         $        290,000,000
                                                                        
Stock options                                                           
  - vested                                                     8,934,000
  - non-vested                                                 7,955,000
------------------------------------------------------------------------
------------------------------------------------------------------------
                                                                        
Details on share capital are outlined in the 2011 Annual Report in Note 20  
to the audited consolidated financial statements on pages 154 to 155.       



Eligible Dividends Designation 

For the purposes of the Income Tax Act (Canada) and any similar provincial and
territorial legislation, BMO designates all dividends paid or deemed to be paid
on both its common and preferred shares as "eligible dividends", unless
indicated otherwise.  


Credit Rating 

The credit ratings assigned to BMO's short-term and senior long-term debt
securities by external rating agencies are important in the raising of both
capital and funding to support our business operations. Maintaining strong
credit ratings allows us to access the capital markets at competitive pricing
levels. Should our credit ratings experience a material downgrade, our cost of
funds would likely increase significantly and our access to funding and capital
through capital markets could be reduced. A material downgrade of our ratings
could have other consequences, including those set out in Note 10 on page 140 of
our annual consolidated financial statements. 


BMO's senior debt credit ratings were unchanged in the quarter and have a stable
outlook. All four ratings are indicative of high-grade, high-quality issues. The
ratings are as follows: DBRS (AA); Fitch (AA-); Moody's (Aa2); and Standard &
Poor's (S&P) (A+). These credit ratings are also disclosed for the current and
prior periods in the Financial Highlights section located near the beginning of
this document. 


Transactions with Related Parties 

In the ordinary course of business, we provide banking services to our directors
and executives and affiliated entities, joint ventures and equity-accounted
investees on the same terms that we offer to our customers for those services. A
select suite of customer loan and mortgage products is offered to our employees
at rates normally made available to our preferred customers. We also offer
employees a fee-based subsidy on annual credit card fees. 


Stock options and deferred share units granted to directors and preferred rate
loan agreements for executives, relating to transfers we initiate, are all
discussed in Note 27 to the audited consolidated financial statements on page
169 of BMO's 2011 Annual Report.  


Off-Balance-Sheet Arrangements 

BMO enters into a number of off-balance-sheet arrangements in the normal course
of operations. The most significant of these are Credit Instruments, Special
Purpose Entities and Guarantees, which are described on pages 66 to 68 and 70 of
BMO's 2011 annual MD&A as well as in Notes 5 and 7 to the unaudited interim
consolidated financial statements for the quarter ended April 30, 2012. Under
IFRS, we now consolidate our structured credit vehicles, U.S. customer
securitization vehicle, BMO Capital Trust II and BMO Subordinated Notes Trust.
See the Select Financial Instruments section for comments on any significant
changes to these arrangements during the quarter ended July 31, 2012. 


Accounting Policies and Critical Accounting Estimates 

Effective the first quarter of 2012, BMO's consolidated financial statements are
prepared in accordance with IFRS. Significant accounting policies under IFRS are
described in the notes to our unaudited interim consolidated financial
statements for the quarter ended April 30, 2012, together with a discussion of
certain accounting estimates that are considered particularly important as they
require management to make significant judgments, some of which relate to
matters that are inherently uncertain. Readers are encouraged to review that
discussion. The consolidated financial statements for comparative periods have
been restated to conform to the current presentation. Our consolidated financial
statements were previously prepared in accordance with Canadian GAAP as defined
at that time. Changes in accounting as a result of conforming to IFRS are
described more fully in Note 19 to our unaudited interim consolidated financial
statements for the quarter ended April 30, 2012, and on pages 73 to 77 of BMO's
2011 annual MD&A. 


Future Changes in Accounting Policies 

The International Accounting Standards Board has issued amendments to the
standard for financial instrument disclosures, which require additional
disclosure on the transfer of financial assets, including the possible effects
of any residual risks that the transferring entity retains. These amendments
will be effective for BMO for our annual disclosures as at October 31, 2012. In
addition, effective November 1, 2013, we will also adopt new standards on
Employee Benefits, Fair Value Measurement, Consolidated Financial Statements,
Investment in Associates and Joint Ventures, Offsetting, and Disclosure of
Interests in Other Entities. Additional information on the new standards and
amendments to existing standards can be found in Note 1 to the unaudited interim
consolidated financial statements for the quarter ended April 30, 2012. 


The above Future Changes in Accounting Policies section contains forward-looking
statements. Please see the Caution Regarding Forward-Looking Statements.  


Select Financial Instruments 

Pages 65 to 69 of BMO's 2011 annual MD&A provide enhanced disclosure relating to
select financial instruments that, commencing in 2008 and based on subsequent
assessments, markets had come to regard as carrying higher risk. Readers are
encouraged to review that disclosure to assist in understanding the nature and
extent of BMO's exposures. We follow a practice of reporting on significant
changes in the select financial instruments, if any, in our interim MD&A. 


Under IFRS, we now consolidate our structured investment vehicle, our Canadian
credit protection vehicle and our U.S. customer securitization vehicle. There
has been no change to the structure of our economic exposure. 


The amount drawn on the liquidity facility BMO provides for the structured
investment vehicle Links Finance Corporation (Links) was lowered to US$1.8
billion at the end of the quarter, down from US$2.1 billion at April 30, 2012,
and US$2.6 billion at the end of fiscal 2011. The decrease was attributable to
asset sales and asset maturities. The book value of the Links' subordinated
capital notes at quarter-end was US$399 million, compared with US$407 million at
April 30, 2012, and US$440 million at October 31, 2011. 


Select Geographic Exposures 

BMO's geographic exposure is subject to a country risk management framework that
incorporates economic and political assessments, and management of exposure
within limits based on product, entity and the country of ultimate risk. We are
closely monitoring our European exposure, and our risk management processes
incorporate stress tests where appropriate to assess our potential risk. Our
exposure to select countries of interest, as at July 31, 2012, is set out in the
tables that follow, which summarize our exposure to Greece, Ireland, Italy,
Portugal and Spain (GIIPS) along with a broader group of countries of interest
in Europe with gross exposures greater than $500 million. 


The first table outlines portfolio total gross and net exposures for lending,
securities (inclusive of credit exposures arising from credit default swap (CDS)
activity), repo-style transactions and derivatives (counterparty). These totals
are broken down by counterparty type in the subsequent tables. For greater
clarity, CDS exposure by counterparty is detailed separately. 


The bank's direct exposures to GIIPS are primarily to banks for trade finance
and trading products. Net exposures remain modest at $149 million, plus $48
million of unfunded commitments. In addition, our Irish subsidiary is required
to maintain reserves with the Irish central bank. These totalled $78 million at
the end of the quarter. 


Our net direct exposure to the other Eurozone countries (the other 12 countries
that share a common Euro currency) totalled approximately $4.5 billion, of which
70% was to counterparties in countries with a Aaa/AAA rating by both Moody's and
S&P, with approximately 96% rated Aaa/AAA by one or other of the rating
agencies. Our net direct exposure to the rest of Europe totalled approximately
$3.5 billion, of which 93% was to counterparties in countries with a Moody's/S&P
rating of Aaa/AAA. A significant majority of our sovereign exposure consists of
tradeable cash products, while exposure to banks was comprised of trading
instruments, short-term debt, derivative positions and letters of credit and
guarantees. 


In addition to the exposures shown in the table, we have exposure to European
supranational institutions totalling $0.47 billion, predominantly in the form of
tradeable cash products, as well as $0.13 billion of European Central Bank
exposure.  


The bank also has exposure to entities in a number of European countries through
our credit protection vehicle, U.S. customer securitization vehicle and
structured investment vehicle. These exposures are not included in the tables
due to the credit protection incorporated in their structures. The bank has
direct credit exposure to those structures, which in turn have exposures to
loans or securities originated by entities in Europe. As noted on pages 67 to 68
of BMO's 2011 annual MD&A, these structures all have first-loss protection and
hedges are in place for our credit protection vehicle. 


The notional exposure held in our credit protection vehicle to issuers in
Greece, Italy and Spain represented 0.5%, 1.4% and 1.1%, respectively, of its
total notional exposure. The credit protection vehicle had notional exposure to
7 of the other 12 countries that share the Euro currency. This exposure
represented 14.3% of total notional exposure, of which 77.0% was rated
investment grade by S&P (68.0% by Moody's). The notional exposure to the
remainder of Europe was 16.8% of the total notional exposure, with 69.9% rated
investment grade by S&P (64.9% by Moody's). The bank is well protected as a
result of both first-loss protection and hedges that are in place. 


The bank has exposure to GIIPS and other European countries through our U.S.
customer securitization vehicle, which has reliance on 1.88% of loans or
securities originated by entities in Europe. Exposure to Germany is the largest
at 0.63%. Exposure to Spain is approximately 0.11%, to Italy is 0.01% and there
is no exposure to Ireland, Greece or Portugal.  


The structured investment vehicle's par value exposure to entities in European
countries totalled $817 million, of which $0.2 million is exposure to GIIPS,
$283 million to the other Eurozone countries and $534 million to the rest of
Europe. The largest exposures include the United Kingdom at $469 million and
Netherlands at $179 million. These values include exposure through
collateralized bond obligation (CBO), collateralized loan obligation (CLO)
investments and residential mortgage-backed securities, which have credit
exposures to borrowers or issuers operating in Europe.  


BMO's indirect exposure to Europe in the form of Euro-denominated collateral to
support trading activity was EUR473 million in securities issued by entities in
European countries and EUR259 million of cash collateral at July 31, 2012. Of
this amount, EUR5 million was held in GIIPS related securities and EUR261
million was in German securities.  


Indirect exposure by way of guarantees from entities in European countries
totalled $436 million, of which $2 million is exposure to GIIPS, $208 million to
the other Eurozone countries and $226 million to the rest of Europe. Indirect
exposure is managed through our credit risk management framework, with a robust
assessment of the counterparty. Reliance may be placed on collateral or
guarantees as part of specific product structures, such as repurchase
agreements. 


The bank's CDS exposures in Europe are also outlined in a table that follows. As
part of our credit risk management framework, purchased CDS risk is controlled
through a regularly reviewed list of approved counterparties. The majority of
CDS exposures are offsetting in nature, typically contain matched contractual
terms and are attributable to legacy credit trading strategies that have been in
run-off since 2008. Maturity mismatches in the run-off portfolio are not
material, and where they exist, the purchased credit protection generally
extends beyond the maturity date of the offsetting bond or CDS contract. There
is one exception where the purchased protection expires prior to the maturity of
the offsetting sold protection contract, and on this exception the open credit
exposure is not material and extends for less than one month. This exposure is
outside of the GIIPS countries and has been netted in the tables. In addition,
two European exposures totalling EUR50 million of sold protection are hedged on
a proxy basis. The credit benefit realized through the proxy hedge has not been
netted in the tables. Of this exposure, EUR20 million is to Italian
counterparties while the remainder is outside of the GIIPS countries.




European Exposure(7) by Country (Canadian $ in millions)                    
As at July 31, 2012                                                         
                                                                 Repo-Style 
                               Lending(1)    Securities(2)         Trans(3) 
                     -------------------- ---------------- ---------------- 
Country               Commitments  Funded    Gross     Net    Gross     Net 
----------------------------------------- ---------------- ---------------- 
GIIPS                                                                       
Greece                          2       2        -       -        -       - 
Ireland(5)                      -       -       28       -        -       - 
Italy                           2       2      248      25       65       5 
Portugal                       67      19      125       -        -       - 
Spain                          85      85      254       -        -       - 
----------------------------------------------------------------------------
Total - GIIPS                 156     108      655      25       65       5 
----------------------------------------------------------------------------
Eurozone (excluding                                                         
 GIIPS)                                                                     
France                         40      40    1,013     768    1,828       1 
Germany                       164     164    2,229   1,735    1,924      12 
Netherlands                   285     169      667     542    1,311       2 
Other(6)                      398     248      914     703        -       - 
----------------------------------------------------------------------------
Total - Eurozone                                                            
 (excluding GIIPS)            887     621    4,823   3,748    5,063      15 
----------------------------------------------------------------------------
Rest of Europe                                                              
Denmark                         7       7      704     703      212       - 
Norway                         12      12    1,045   1,045        -       - 
Sweden                         58      25      279     207      261       1 
United Kingdom                360     188    1,086     553    2,362       4 
Other(6)                      610     601      597       -      132       2 
----------------------------------------------------------------------------
Total - Rest of                                                             
 Europe                     1,047     833    3,711   2,508    2,967       7 
----------------------------------------------------------------------------
Total - All of Europe       2,090   1,562    9,189   6,281    8,095      27 
----------------------------------------------------------------------------
                                                                            

European Exposure(7) by Country (Canadian $ in        
 millions)                                            
As at July 31, 2012                                   
                       Derivatives(4)            Total
                     ---------------- ----------------
Country                 Gross     Net    Gross     Net
------------------------------------- ----------------
GIIPS                                                 
Greece                      -       -        2       2
Ireland(5)                 58       1       86       1
Italy                      11       7      326      39
Portugal                    -       -      192      19
Spain                       7       3      346      88
------------------------------------------------------
Total - GIIPS              76      11      952     149
------------------------------------------------------
Eurozone (excluding                                   
 GIIPS)                                               
France                    336      41    3,217     850
Germany                    85      29    4,402   1,940
Netherlands                92      11    2,355     724
Other(6)                  116      56    1,428   1,007
------------------------------------------------------
Total - Eurozone                                      
 (excluding GIIPS)        629     137   11,402   4,521
------------------------------------------------------
Rest of Europe                                        
Denmark                     2       -      925     710
Norway                     19      19    1,076   1,076
Sweden                      5       -      603     233
United Kingdom            516     101    4,324     846
Other(6)                   47      26    1,386     629
------------------------------------------------------
Total - Rest of                                       
 Europe                   589     146    8,314   3,494
------------------------------------------------------
Total - All of Europe   1,294     294   20,668   8,164
------------------------------------------------------
                                                      
     Details of the summary amounts reflected in the columns above are      
     provided in the tables that follow.                                    
                                                                            
(1)  Lending includes loans and trade finance. Amounts are net of write-offs
     and gross of specific allowances, both of which are not considered     
     material.                                                              
(2)  Securities include cash products, insurance investments and traded     
     credit. Gross traded credit includes only the long positions and       
     excludes offsetting short positions.                                   
(3)  Repo-style transactions are all with bank counterparties.              
(4)  Derivatives amounts are marked-to-market, incorporating transaction    
     netting and, for counterparties where a Credit Support Annex is in     
     effect, collateral offsets. Derivative replacement risk net of         
     collateral for all of Europe is approximately $3.0 billion.            
(5)  Does not include Irish subsidiary reserves with Irish Central Bank of  
     $78 million.                                                           
(6)  Includes countries with less than $500 million in gross exposure. Other
     Eurozone includes exposures to Austria, Belgium, Finland, Luxembourg,  
     Slovakia and Slovenia . Other Europe includes exposures to Croatia,    
     Czech Republic, Hungary, Iceland, Poland, Russian Federation and       
     Switzerland.                                                           
(7)  The bank also has exposure to entities in a number of European         
     countries through our credit protection vehicle, U.S. customer         
     securitization vehicle and structured investment vehicle. These        
     exposures are not included in the tables due to the credit protection  
     incorporated in their structures.                                      
(8)  Sovereign includes sovereign-backed bank cash products.                
                                                                            
European Lending Exposure(7) by Country and Counterparty (Canadian $ in     
 millions)                                                                  
 As at July 31, 2012                                                        
                                       Lending(1)                           
           -----------------------------------------------------------------
                                Commitments                           Funded
           -------------------------------- --------------------------------
Country     Bank Corporate Sovereign  Total  Bank Corporate Sovereign  Total
------------------------------------------- --------------------------------
GIIPS                                                                       
Greece         2         -         -      2     2         -         -      2
Ireland(5)     -         -         -      -     -         -         -      -
Italy          2         -         -      2     2         -         -      2
Portugal      19        48         -     67    19         -         -     19
Spain         85         -         -     85    85         -         -     85
----------------------------------------------------------------------------
Total -                                                                     
 GIIPS       108        48         -    156   108         -         -    108
----------------------------------------------------------------------------
Eurozone                                                                    
 (excluding                                                                 
 GIIPS)                                                                     
France        40         -         -     40    40         -         -     40
Germany       78         5        81    164    78         5        81    164
Netherlands   28       257         -    285    28       141         -    169
Other(6)     344        54         -    398   207        41         -    248
----------------------------------------------------------------------------
Total -                                                                     
 Eurozone                                                                   
 (excluding                                                                 
 GIIPS)      490       316        81    887   353       187        81    621
----------------------------------------------------------------------------
Rest of                                                                     
 Europe                                                                     
Denmark        7         -         -      7     7         -         -      7
Norway        12         -         -     12    12         -         -     12
Sweden        23        35         -     58    23         2         -     25
United                                                                      
 Kingdom      85       275         -    360    85       103         -    188
Other(6)     246       364         -    610   246       355         -    601
----------------------------------------------------------------------------
Total -                                                                     
 Rest of                                                                    
 Europe      373       674         -  1,047   373       460         -    833
----------------------------------------------------------------------------
Total - All                                                                 
 of Europe   971     1,038        81  2,090   834       647        81  1,562
----------------------------------------------------------------------------
                                                                            
Refer to footnotes in first table.                                          
                                                                            
                                                                            
European Securities Exposure(7) by Country and Counterparty (Canadian $ in  
 millions)                                                                  
As at July 31, 2012                                                         
                                     Securities(2)                          
           -----------------------------------------------------------------
                                      Gross                              Net
           -------------------------------- --------------------------------
                           Sovereign                        Sovereign       
Country     Bank Corporate       (8)  Total  Bank Corporate       (8)  Total
------------------------------------------- --------------------------------
GIIPS                                                                       
Greece         -         -         -      -     -         -         -      -
Ireland(5)     -         3        25     28     -         -         -      -
Italy         56        81       111    248     -        25         -     25
Portugal       -         -       125    125     -         -         -      -
Spain        127        83        44    254     -         -         -      -
----------------------------------------------------------------------------
Total -                                                                     
 GIIPS       183       167       305    655     -        25         -     25
----------------------------------------------------------------------------
Eurozone                                                                    
 (excluding                                                                 
 GIIPS)                                                                     
France        78        97       838  1,013     -         -       768    768
Germany      232       327     1,670  2,229    26        39     1,670  1,735
Netherlands  457       102       108    667   433         8       101    542
Other(6)     160       108       646    914   131        37       535    703
----------------------------------------------------------------------------
Total -                                                                     
 Eurozone                                                                   
 (excluding                                                                 
 GIIPS)      927       634     3,262  4,823   590        84     3,074  3,748
----------------------------------------------------------------------------
Rest of                                                                     
 Europe                                                                     
Denmark      263         1       440    704   263         -       440    703
Norway       392         -       653  1,045   392         -       653  1,045
Sweden       206        72         1    279   206         -         1    207
United                                                                      
 Kingdom     188       423       475  1,086    36        42       475    553
Other(6)      16        52       529    597     -         -         -      -
----------------------------------------------------------------------------
Total -                                                                     
 Rest of                                                                    
 Europe    1,065       548     2,098  3,711   897        42     1,569  2,508
----------------------------------------------------------------------------
Total - All                                                                 
 of Europe 2,175     1,349     5,665  9,189 1,487       151     4,643  6,281
----------------------------------------------------------------------------
                                                                            
Refer to footnotes in first table.                                          
European Repo & Derivatives Exposure(7)by Country and Counterparty (Canadian
 $ in millions)                                                             
As at July 31, 2012                                                         
                            Repo-Style                                      
                             Trans.(3)             Derivatives(4)           
                   ------------------- -------------------------------------
                                Net of                                      
                      Gross Collateral                                Gross 
                   ------------------- ------------------------------------ 
Country               Total      Total     Bank Corporate Sovereign   Total 
-------------------------------------- ------------------------------------ 
GIIPS                                                                       
Greece                    -          -        -         -         -       - 
Ireland(5)                -          -       58         -         -      58 
Italy                    65          5        6         5         -      11 
Portugal                  -          -        -         -         -       - 
Spain                     -          -        7         -         -       7 
----------------------------------------------------------------------------
Total - GIIPS            65          5       71         5         -      76 
----------------------------------------------------------------------------
Eurozone (excluding                                                         
 GIIPS)                                                                     
France                1,828          1      336         -         -     336 
Germany               1,924         12       85         -         -      85 
Netherlands           1,311          2       90         2         -      92 
Other(6)                  -          -      107         5         4     116 
----------------------------------------------------------------------------
Total - Eurozone                                                            
 (excluding GIIPS)    5,063         15      618         7         4     629 
----------------------------------------------------------------------------
Rest of Europe                                                              
Denmark                 212          -        2         -         -       2 
Norway                    -          -        1         -        18      19 
Sweden                  261          1        5         -         -       5 
United Kingdom        2,362          4      499        11         6     516 
Other(6)                132          2       47         -         -      47 
----------------------------------------------------------------------------
Total - Rest of                                                             
 Europe               2,967          7      554        11        24     589 
----------------------------------------------------------------------------
Total - All of                                                              
 Europe               8,095         27    1,243        23        28   1,294 
----------------------------------------------------------------------------
                                                                            

European Repo & Derivatives Exposure(7)by Country and  
 Counterparty (Canadian $ in millions)                 
As at July 31, 2012                                    
                              Derivatives(4)           
                   ------------------------------------
                                      Net of Collateral
                   ------------------------------------
Country                Bank Corporate Sovereign   Total
-------------------------------------------------------
GIIPS                                                  
Greece                    -         -         -       -
Ireland(5)                1         -         -       1
Italy                     2         5         -       7
Portugal                  -         -         -       -
Spain                     3         -         -       3
-------------------------------------------------------
Total - GIIPS             6         5         -      11
-------------------------------------------------------
Eurozone (excluding                                    
 GIIPS)                                                
France                   41         -         -      41
Germany                  29         -         -      29
Netherlands               9         2         -      11
Other(6)                 47         5         4      56
-------------------------------------------------------
Total - Eurozone                                       
 (excluding GIIPS)      126         7         4     137
-------------------------------------------------------
Rest of Europe                                         
Denmark                   -         -         -       -
Norway                    1         -        18      19
Sweden                    -         -         -       -
United Kingdom           84        11         6     101
Other(6)                 26         -         -      26
-------------------------------------------------------
Total - Rest of                                        
 Europe                 111        11        24     146
-------------------------------------------------------
Total - All of                                         
 Europe                 243        23        28     294
-------------------------------------------------------
                                                       
Refer to footnotes in first table.                                          
        
        
Credit Default Swaps by Country and Credit Quality        
 (Canadian $ in millions)                                 
As at July 31, 2012                                       
                                Fair Value                
                ------------------------------------------
                       Purchased          Written         
                ---------------- -------------------------
                    Inv.Non-Inv.    Inv. Non-Inv.    Total
Country            Grade   Grade   Grade    Grade Exposure
-------------------------------- -------------------------
GIIPS                                                     
Greece                 -       -       -        -        -
Ireland(5)             5       -      (5)       -        -
Italy                 16       -     (16)       -        -
Portugal              28       -     (28)       -        -
Spain                 15       -     (15)       -        -
----------------------------------------------------------
Total - GIIPS         64       -     (64)       -        -
----------------------------------------------------------
Eurozone                                                  
 (excluding                                               
 GIIPS)                                                   
France                 2       -      (2)       -        -
Germany                4       -      (3)       -        1
Netherlands            -       -       -        -        -
Other(6)               2       -      (2)       -        -
----------------------------------------------------------
Total - Eurozone                                          
 (excluding                                               
 GIIPS)                8       -      (7)       -        1
----------------------------------------------------------
Rest of Europe                                            
Denmark                -       -       -        -        -
Norway                 -       -       -        -        -
Sweden                 -       -       1        -        1
United Kingdom         7       -      (5)       -        2
Other(6)              17       -     (15)       -        2
----------------------------------------------------------
Total - Rest of                                           
 Europe               24       -     (19)       -        5
----------------------------------------------------------
Total - All of                                            
 Europe               96       -     (90)       -        6
----------------------------------------------------------

Credit Default Swaps by Country and Credit Quality (Canadian $ in millions) 
As at July 31, 2012                                                         
                                          Notional                          
                 ---------------------------------------------------------- 
                               Purchased                  Written           
                 ------------------------ -----------------------           
                            Non-                                            
                   Inv.     Inv.             Inv.Non-Inv.             Total 
Country            Grade   Grade   Total    Grade   Grade   Total  Exposure 
---------------- ------------------------ ----------------------------------
GIIPS                                                                       
Greece                 -       -       -        -       -       -         - 
Ireland(5)           (29)      -     (29)      29       -      29         - 
Italy               (236)      -    (236)     254       -     254        18 
Portugal            (125)      -    (125)     125       -     125         - 
Spain               (214)     (6)   (220)     210      11     221         1 
----------------------------------------------------------------------------
Total - GIIPS       (604)     (6)   (610)     618      11     629        19 
----------------------------------------------------------------------------
Eurozone                                                                    
 (excluding                                                                 
 GIIPS)                                                                     
France              (330)      -    (330)     304       -     304       (26)
Germany             (733)      -    (733)     697      25     722       (11)
Netherlands         (167)     (6)   (173)     132      12     144       (29)
Other(6)            (241)      -    (241)     278       -     278        37 
----------------------------------------------------------------------------
Total - Eurozone                                                            
 (excluding                                                                 
 GIIPS)           (1,471)     (6) (1,477)   1,411      37   1,448       (29)
----------------------------------------------------------------------------
Rest of Europe                                                              
Denmark              (30)      -     (30)      30       -      30         - 
Norway                 -       -       -        -       -       -         - 
Sweden               (97)     (6)   (103)     103       -     103         - 
United Kingdom      (603)      -    (603)     546      43     589       (14)
Other(6)            (903)    (25)   (928)     717       8     725      (203)
----------------------------------------------------------------------------
Total - Rest of                                                             
 Europe           (1,633)    (31) (1,664)   1,396      51   1,447      (217)
----------------------------------------------------------------------------
Total - All of                                                              
 Europe           (3,708)    (43) (3,751)   3,425      99   3,524      (227)
----------------------------------------------------------------------------
                                                                            
Refer to footnotes in first table.                                          
Notes:                                                                      
- All purchased and written exposures are with bank counterparties, with the
exception of $56 million (notional) of written protection on German ($31    
million) and British ($25 million) reference obligations where the          
counterparties are two Canadian domiciled non-bank financial counterparties.
- 25% of purchased and 28% of written exposure is subject to complete       
restructuring trigger events.                                               
- 75% of purchased and 71% of written exposure is subject to modified-      
modified restructuring trigger events.                                      



U.S. Regulatory Developments 

On July 21, 2010, U.S. President Obama signed into law the Dodd-Frank Wall
Street Reform and Consumer Protection Act (the Dodd-Frank Act). The Act is broad
in scope and the reforms include heightened consumer protection, regulation of
the over-the-counter derivatives markets, restrictions on proprietary trading
and sponsorship of private investment funds by banks (referred to as the Volcker
Rule), imposition of heightened prudential standards and broader application of
leverage and risk-based capital requirements. The reforms also include greater
supervision of systemically significant payment, clearing or settlement systems,
restrictions on interchange fees, and the creation of a new financial stability
oversight council of regulators with the objective of increasing stability by
monitoring systemic risks posed by financial services companies and their
activities. Many provisions of the Dodd-Frank Act continue to be subject to
rulemaking and will take effect over several years, making it difficult to
anticipate at this time the overall impact on BMO or the financial services
industry as a whole. As rulemaking evolves, we are continually monitoring
developments to ensure we are well-positioned to respond to and implement any
required changes. We anticipate an increase in regulatory compliance costs, and
will be focused on managing the complexity and breadth of the regulatory
changes. 


The U.S. federal banking agencies, the Securities and Exchange Commission and
the Commodity Futures Trading Commission have issued proposed rules to implement
the Volcker Rule, which prohibits banking entities and their affiliates from
certain proprietary trading and specified relationships with hedge funds and
private equity funds. The agencies recently confirmed that banking entities have
two years from July 21, 2012, to conform all of their activities and
investments, or longer if the period is extended. Banking entities are expected
to engage in good-faith planning efforts and work toward compliance during this
period. 


In addition, under the Dodd-Frank Act, over-the-counter derivatives will be
subject to a comprehensive regulatory regime. Certain derivatives will be
required to be centrally cleared or traded on an exchange. Registration,
reporting and business conduct requirements in respect of derivatives have been
finalized and are expected to become effective in October. Capital and margin
requirements relating to derivatives are currently being reviewed by national
and international regulators.  


The Board of Governors of the Federal Reserve System (FRB) has issued for
comment a proposed rulemaking (the Proposed Rule) that would implement the
Dodd-Frank Act's enhanced prudential standards and early remediation
requirements. The Proposed Rule would establish new requirements relating to
risk-based capital, leverage limits, liquidity standards, risk-management
framework, concentration and credit exposure limits, resolution planning and
credit exposure reporting. If implemented in its current form, the Proposed Rule
would apply to BMO's U.S. bank holding company subsidiary but not to BMO. The
FRB has indicated that it intends to propose later this year a rule designed
specifically for the top level of foreign-domiciled bank holding companies, such
as BMO.  


BMO is currently assessing and preparing for the impact of these proposed rules
on its operations. 


The restrictions on interchange fees under the Dodd-Frank Act became effective
on October 1, 2011, and are expected to lower P&C U.S. pre-tax net income on an
annual basis by approximately US$40 million, after the mitigating effects of
related management actions.  


Pursuant to FRB requirements, our U.S. subsidiary BMO Financial Corp. (BFC)
submitted a three year capital plan to the FRB in January 2012. The FRB has
informed BFC that it completed its 2012 Capital Plan Review and it did not
object to the proposed capital actions submitted to the FRB pursuant to the
Capital Plan Review. Under current FRB rules, as a bank holding company with
more than $50 billion in assets, BFC is required to participate in an annual
stress test exercise conducted by the FRB and to submit an annual capital plan
to the FRB. 


This U.S. Regulatory Developments section contains forward-looking statements.
Please see the Caution Regarding Forward-Looking Statements. 


Review of Operating Groups' Performance 

Operating Groups' Summary Income Statements and Statistics for Q3-2012



                                                        Q3-2012             
                                     ---------------------------------------
(Canadian $ in millions, except as                                   Total  
 noted)                                 P&C     PCG  BMO CM    Corp    BMO  
----------------------------------------------------------------------------
Net interest income (teb)(1)          1,699     132     317      77  2,225  
Non-interest revenue                    608     546     489      10  1,653  
----------------------------------------------------------------------------
Total revenue (teb)(1)                2,307     678     806      87  3,878  
Provision for credit losses             228       4      25     (20)   237  
Non-interest expense                  1,272     544     480     188  2,484  
----------------------------------------------------------------------------
Income before income taxes              807     130     301     (81) 1,157  
Income taxes (recovery) (teb)(1)        225      21      69    (128)   187  
----------------------------------------------------------------------------
Reported net income Q3-2012             582     109     232      47    970  
Reported net income Q2-2012             567     145     225      91  1,028  
Reported net income Q3-2011             533     104     270    (199)   708  
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Adjusted net income Q3-2012             601     115     232      65  1,013  
Adjusted net income Q2-2012             585     150     226      21    982  
Adjusted net income Q3-2011             543     105     270     (62)   856  
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Other statistics                                                            
----------------------------------------------------------------------------
Net economic profit(2)                  251      56     102    (131)   278  
Return on equity                       17.9%   19.8%   19.3%     nm   14.5% 
Adjusted return on equity              18.5%   20.8%   19.3%     nm   15.2% 
Operating leverage                     (4.0%)  (2.9%)  (7.6%)    nm    4.9% 
Adjusted operating leverage            (3.1%)  (2.1%)  (7.6%)    nm   (4.4%)
Productivity ratio (teb)               55.1%   80.3%   59.6%     nm   64.1% 
Adjusted productivity ratio (teb)      54.0%   79.2%   59.6%     nm   63.7% 
Net interest margin on earning assets                                       
 (teb)                                 3.16%   2.89%   0.63%     nm   1.88% 
Adjusted net interest margin (teb)     3.16%   2.89%   0.63%     nm   1.70% 
Average common equity                12,536   2,164   4,587   5,921 25,208  
Average earning assets ($ billions)   214.0    18.1   200.7    38.3  471.1  
Full-time equivalent staff           23,990   6,502   2,271  13,831 46,594  
----------------------------------------------------------------------------
----------------------------------------------------------------------------
                                                                            

                                                        YTD-2012            
                                     ---------------------------------------
(Canadian $ in millions, except as                                   Total  
 noted)                                 P&C     PCG  BMO CM    Corp    BMO  
----------------------------------------------------------------------------
Net interest income (teb)(1)          5,101     424     912     226  6,663  
Non-interest revenue                  1,798   1,692   1,455     346  5,291  
----------------------------------------------------------------------------
Total revenue (teb)(1)                6,899   2,116   2,367     572 11,954  
Provision for credit losses             676      11      73    (187)   573  
Non-interest expense                  3,823   1,654   1,434     626  7,537  
----------------------------------------------------------------------------
Income before income taxes            2,400     451     860     133  3,844  
Income taxes (recovery) (teb)(1)        668      92     205    (228)   737  
----------------------------------------------------------------------------
Reported net income Q3-2012           1,732     359     655     361  3,107  
Reported net income Q2-2012                                                 
Reported net income Q3-2011           1,531     339     759    (283) 2,346  
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Adjusted net income Q3-2012           1,788     375     656     148  2,967  
Adjusted net income Q2-2012                                                 
Adjusted net income Q3-2011           1,555     343     759    (214) 2,443  
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Other statistics                                                            
----------------------------------------------------------------------------
Net economic profit(2)                  735     202     270    (129) 1,078  
Return on equity                       17.7%   22.2%   18.5%     nm   15.9% 
Adjusted return on equity              18.3%   23.2%   18.5%     nm   15.2% 
Operating leverage                     (4.3%)  (3.7%) (10.9%)    nm   (1.4%)
Adjusted operating leverage            (2.9%)  (2.7%) (11.0%)    nm   (5.1%)
Productivity ratio (teb)               55.4%   78.2%   60.6%     nm   63.1% 
Adjusted productivity ratio (teb)      54.3%   77.2%   60.6%     nm   63.5% 
Net interest margin on earning assets                                       
 (teb)                                 3.23%   3.22%   0.63%     nm   1.94% 
Adjusted net interest margin (teb)     3.23%   3.22%   0.63%     nm   1.77% 
Average common equity                12,636   2,129   4,543   5,407 24,715  
Average earning assets ($ billions)   210.7    17.6   193.2    36.9  458.4  
Full-time equivalent staff                                                  
----------------------------------------------------------------------------
----------------------------------------------------------------------------
                                                                            
(1) Operating group revenues, income taxes and net interest margin are      
    stated on a taxable equivalent basis (teb). The group teb adjustments   
    are offset in Corporate Services, and Total BMO revenue, income taxes   
    and net interest margin are stated on a GAAP basis.                     
(2) Net economic profit is a non-GAAP measure. Please see the Non-GAAP      
    Measures section.                                                       
                                                                            
Adjusted results in this chart are non-GAAP amounts or non-GAAP measures.   
Please see the Non-GAAP Measures section.                                   
Corp means Corporate Services including T&O.                                
                                                                            
nm - not meaningful                                                         



The following sections review the financial results of each of our operating
segments and operating groups for the third quarter of 2012. 


Periodically, certain business lines and units within the business lines are
transferred between client groups to more closely align BMO's organizational
structure with its strategic priorities. Results for prior periods are restated
to conform to the current presentation. 


Effective in the first quarter of 2012, Private Client Group and P&C Canada
entered into a revised agreement sharing the financial results related to retail
Mutual Fund sales. Prior periods have been restated. 


Corporate Services is generally charged (or credited) with differences between
the periodic provisions for credit losses charged to the client groups under our
expected loss provisioning methodology and the periodic provisions required
under GAAP. 


BMO analyzes revenue at the consolidated level based on GAAP revenues reflected
in the consolidated financial statements rather than on a taxable equivalent
basis (teb), which is consistent with our Canadian peer group. Like many banks,
we continue to analyze revenue on a teb basis at the operating group level. This
basis includes an adjustment that increases GAAP revenues and the GAAP provision
for income taxes by an amount that would raise revenues on certain tax-exempt
items to a level equivalent to amounts that would incur tax at the statutory
rate. The offset to the group teb adjustments is reflected in Corporate Services
revenues and income tax provisions. The teb adjustments for the third quarter of
2012 totalled $67 million, up from $55 million in the third quarter of 2011 and
up from $56 million in the second quarter. 


Personal and Commercial Banking (P&C)



                                                Increase         Increase   
(Canadian $ in millions, except                (Decrease)       (Decrease)  
 as noted)                      Q3-2012       vs. Q3-2011      vs. Q2-2012  
----------------------------------------------------------------------------
                                                                            
Net interest income (teb)         1,699     207        14%     38        2% 
Non-interest revenue                608      73        14%     14        2% 
----------------------------------------------------------------------------
Total revenue (teb)               2,307     280        14%     52        2% 
Provision for credit losses         228      39        21%      4        2% 
Non-interest expense              1,272     193        18%     27        2% 
----------------------------------------------------------------------------
Income before income taxes          807      48         6%     21        3% 
Income taxes (teb)                  225      (1)        -       6        3% 
----------------------------------------------------------------------------
Reported net income                 582      49         9%     15        3% 
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Adjusted net income                 601      58        11%     16        3% 
----------------------------------------------------------------------------
                                                                            
Return on equity                   17.9%             (5.9%)            0.1% 
Adjusted return on equity          18.5%             (5.8%)            0.1% 
Operating leverage                 (4.0%)              nm               nm  
Adjusted operating leverage        (3.1%)              nm               nm  
Productivity ratio (teb)           55.1%              1.9%            (0.1%)
Adjusted productivity ratio                                                 
 (teb)                             54.0%              1.5%            (0.1%)
Net interest margin on earning                                              
 assets (teb)                      3.16%            (0.04%)          (0.07%)
Average earning assets ($                                                   
 billions)                        214.0    29.0        16%    4.9        2% 
----------------------------------------------------------------------------
----------------------------------------------------------------------------
                                                                            

                                                 Increase  
(Canadian $ in millions, except                (Decrease)  
 as noted)                     YTD-2012      vs. YTD-2011  
-----------------------------------------------------------
                                                           
Net interest income (teb)         5,101     864        20% 
Non-interest revenue              1,798     240        15% 
-----------------------------------------------------------
Total revenue (teb)               6,899   1,104        19% 
Provision for credit losses         676     144        27% 
Non-interest expense              3,823     725        23% 
-----------------------------------------------------------
Income before income taxes        2,400     235        11% 
Income taxes (teb)                  668      34         6% 
-----------------------------------------------------------
Reported net income               1,732     201        13% 
-----------------------------------------------------------
-----------------------------------------------------------
Adjusted net income               1,788     233        15% 
-----------------------------------------------------------
                                                           
Return on equity                   17.7%             (8.0%)
Adjusted return on equity          18.3%             (7.8%)
Operating leverage                 (4.3%)              nm  
Adjusted operating leverage        (2.9%)              nm  
Productivity ratio (teb)           55.4%              1.9% 
Adjusted productivity ratio                                
 (teb)                             54.3%              1.3% 
Net interest margin on earning                             
 assets (teb)                      3.23%             0.04% 
Average earning assets ($                                  
 billions)                        210.7    33.1        19% 
-----------------------------------------------------------
-----------------------------------------------------------
                                                           
Adjusted results in this chart are non-GAAP amounts or non-GAAP measures.   
Please see the Non-GAAP Measures section.                                   
nm - not meaningful                                                         



The Personal and Commercial Banking (P&C) operating group represents the sum of
our two retail and business banking operating segments, Personal and Commercial
Banking Canada (P&C Canada) and Personal and Commercial Banking U.S. (P&C U.S.).
These operating segments are reviewed separately in the sections that follow. 


Personal and Commercial Banking Canada (P&C Canada)



                                                Increase          Increase  
(Canadian $ in millions, except                (Decrease)       (Decrease)  
 as noted)                      Q3-2012       vs. Q3-2011      vs. Q2-2012  
----------------------------------------------------------------------------
                                                                            
Net interest income (teb)         1,087      (8)       (1%)    24        2% 
Non-interest revenue                469      22         5%      9        2% 
----------------------------------------------------------------------------
Total revenue (teb)               1,556      14         1%     33        2% 
Provision for credit losses         143       6         5%      2        3% 
Non-interest expense                795      10         1%     19        2% 
----------------------------------------------------------------------------
Income before income taxes          618      (2)       (1%)    12        2% 
Provision for income taxes                                                  
 (teb)                              165     (12)       (7%)     5        2% 
----------------------------------------------------------------------------
Reported net income                 453      10         2%      7        1% 
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Adjusted net income                 456      12         2%      7        1% 
----------------------------------------------------------------------------
                                                                            
Personal revenue                    963       -         -       2        -  
Commercial revenue                  593      14         3%     31        6% 
Operating leverage                 (0.5%)              nm               nm  
Productivity ratio (teb)           51.1%              0.2%             0.1% 
Net interest margin on earning                                              
 assets (teb)                      2.74%            (0.17%)          (0.07%)
Average earning assets ($                                                   
 billions)                        157.7     8.2         5%    4.1        3% 
----------------------------------------------------------------------------
----------------------------------------------------------------------------

                                                 Increase  
(Canadian $ in millions, except                (Decrease)  
 as noted)                     YTD-2012      vs. YTD-2011  
-----------------------------------------------------------
                                                           
Net interest income (teb)         3,259      (4)        -  
Non-interest revenue              1,376      29         2% 
-----------------------------------------------------------
Total revenue (teb)               4,635      25         1% 
Provision for credit losses         422      13         3% 
Non-interest expense              2,384      44         2% 
-----------------------------------------------------------
Income before income taxes        1,829     (32)       (2%)
Provision for income taxes                                 
 (teb)                              484     (43)       (8%)
-----------------------------------------------------------
Reported net income               1,345      11         1% 
-----------------------------------------------------------
-----------------------------------------------------------
Adjusted net income               1,353      13         1% 
-----------------------------------------------------------
                                                           
Personal revenue                  2,887      27         1% 
Commercial revenue                1,748      (2)        -  
Operating leverage                 (1.4%)              nm  
Productivity ratio (teb)           51.4%              0.6% 
Net interest margin on earning                             
 assets (teb)                      2.82%            (0.13%)
Average earning assets ($                                  
 billions)                        154.6     6.5         4% 
-----------------------------------------------------------
-----------------------------------------------------------
                                                                            
Adjusted results in this chart are non-GAAP amounts or non-GAAP measures.   
Please see the Non-GAAP Measures section.                                   
nm - not meaningful                                                         



Q3 2012 VS Q3 2011 

P&C Canada net income of $453 million was up $10 million or 2.4% from a year
ago. Reported results reflect provisions for credit losses in BMO's operating
groups on an expected loss basis. On a basis that adjusts reported results to
reflect provisions on an actual loss basis, P&C Canada's net income was up $20
million or 4.6%. 


Revenue increased $14 million or 0.8%. Results reflect higher volumes across
most products, partially offset by lower net interest margin. Net interest
margin declined 17 basis points primarily driven by deposit spread compression
in the low rate environment, lower personal lending margins resulting from
customer behaviours in our cards business and competitive pressures and loan
growth exceeding deposit growth, particularly mortgages. 


In the personal banking segment, revenue was relatively unchanged. Higher volume
growth across most products was offset by lower net interest margin. Total
personal lending balances (including mortgages, Homeowner ReadiLine and other
consumer lending products) increased 6.3% year over year, while total personal
lending market share was up slightly and further increased from the second
quarter. 


Our goal is to grow market share while remaining attentive to the credit quality
of the portfolio. We continue to focus on improving the total personal lending
business through focused investment and improved productivity in the sales
force. 


Personal deposit balances increased 4.0% year over year due to increases in
retail operating deposits. Market share for personal deposits decreased year
over year.  


In the commercial banking segment, revenue increased by $14 million mainly due
to higher volume growth across most products, partially offset by lower deposit
spreads in the low interest rate environment. 


Commercial loan balances increased 6.6% year over year. We continue to rank
second in Canadian business banking market share of small and mid-sized business
loans. 


Commercial deposit balances grew 3.6% while commercial cards balances were flat.

Non-interest expense was up $10 million or 1.3% from the prior year due to
higher initiative spending, partially offset by lower employee-related costs. We
continue to actively manage costs while still investing in the business. 


Average current loans and acceptances increased $9.0 billion or 5.9% from a year
ago, while personal and commercial deposits grew $3.9 billion or 3.8%.


Q3 2012 vs Q2 2012 

Net income was up $7 million or 1.5% from the second quarter. On a basis that
adjusts reported results to reflect provisions on an actual loss basis, net
income was up $22 million or 5.3% from the second quarter. 


Revenue increased $33 million or 2.1% as a result of two extra days in the
quarter and good volume growth across all products, partially offset by lower
net interest margin. Net interest margin was down 7 basis points. The decline
was primarily due to lower personal lending margins resulting from customer
behaviours in our cards business and competitive pressures, deposit spread
compression in the low rate environment and loan growth exceeding deposit
growth, particularly mortgages. Personal revenue was consistent with the prior
quarter as the effects of good volume growth across all products and two extra
days were offset by lower net interest margin. Quarter-over-quarter personal
lending market share was up 16 basis points and personal deposits market share
was up 5 basis points. 


Commercial revenue benefited from two more days and good volume growth. 

Non-interest expense was $19 million or 2.3% higher due to increased initiative
spending and two extra days, partially offset by lower employee-related costs. 


Average current loans and acceptances increased $4.5 billion or 2.9% from last
quarter, while personal and commercial deposits increased $1.7 billion or 1.6%.
There was good growth in loan and deposit balances and improvements in market
share for these products in the third quarter. 


Q3 YTD 2012 vs Q3 YTD 2011 

Net income increased $11 million or 0.8% year over year. Revenue increased $25
million or 0.5% due to higher volumes across most products, partially offset by
lower net interest margin and a securities gain in the first quarter a year ago.
Net interest margin declined by 13 basis points primarily due to lower deposit
spreads in the low rate environment and competitive pricing pressure. 


Non-interest expense increased $44 million or 1.9% primarily due to higher
initiative spending, partially offset by lower employee-related costs and the
benefit of our focus on productivity. 


Average current loans and acceptances increased $7.2 billion or 4.8%, while
personal and commercial deposits increased $4.5 billion or 4.4%.


Personal and Commercial Banking U.S. (P&C U.S.)



                                               Increase          Increase  
(Canadian $ in millions,                     (Decrease)        (Decrease)  
 except as noted)              Q3-2012      vs. Q3-2011       vs. Q2-2012  
---------------------------------------------------------------------------
                                                                           
Net interest income (teb)          612     215       54%      14        2% 
Non-interest revenue               139      51       59%       5        5% 
---------------------------------------------------------------------------
Total revenue (teb)                751     266       55%      19        3% 
Provision for credit losses         85      33       63%       2        2% 
Non-interest expense               477     183       62%       8        2% 
---------------------------------------------------------------------------
Income before income taxes         189      50       38%       9        6% 
Provision for income taxes                                                 
 (teb)                              60      11       26%       1        4% 
---------------------------------------------------------------------------
Reported net income                129      39       43%       8        8% 
---------------------------------------------------------------------------
---------------------------------------------------------------------------
Adjusted net income                145      46       48%       9        7% 
---------------------------------------------------------------------------
                                                                           
Operating leverage                (6.9%)             nm                nm  
Adjusted operating leverage       (5.2%)             nm                nm  
Productivity ratio (teb)          63.3%             2.7%             (0.8%)
Adjusted productivity ratio                                                
 (teb)                            60.2%             2.0%             (0.7%)
Net interest margin on earning                                             
 assets (teb)                     4.38%           (0.11%)            0.03% 
Adjusted net interest margin                                               
 on earning assets                4.38%           (0.11%)            0.03% 
Average earning assets ($                                                  
 billions)                        56.2    20.8       59%     0.9        2% 
---------------------------------------------------------------------------
---------------------------------------------------------------------------
                                                                           
U.S. Select Financial Data                                                 
 (US$ in millions)                                                         
Net interest income (teb)          602     189       46%      (2)       -  
Non-interest revenue               137      46       51%       3        2% 
---------------------------------------------------------------------------
Total revenue (teb)                739     235       47%       1        -  
Non-interest expense               468     163       53%      (5)      (1%)
Reported net Income                127      32       34%       5        5% 
Adjusted net income                143      40       37%       6        4% 
Average earning assets (US$                                                
 billions)                        55.2    18.4       50%    (0.6)      (1%)
---------------------------------------------------------------------------
---------------------------------------------------------------------------

                                               Increase  
(Canadian $ in millions,                     (Decrease)  
 except as noted)             YTD-2012     vs. YTD-2011  
---------------------------------------------------------
                                                         
Net interest income (teb)        1,842     868       89% 
Non-interest revenue               422     211      100% 
---------------------------------------------------------
Total revenue (teb)              2,264   1,079       91% 
Provision for credit losses        254     131     +100% 
Non-interest expense             1,439     681       90% 
---------------------------------------------------------
Income before income taxes         571     267       88% 
Provision for income taxes                               
 (teb)                             184      77       72% 
---------------------------------------------------------
Reported net income                387     190       96% 
---------------------------------------------------------
---------------------------------------------------------
Adjusted net income                435     220     +100% 
---------------------------------------------------------
                                                         
Operating leverage                 1.3%              nm  
Adjusted operating leverage        5.0%              nm  
Productivity ratio (teb)          63.5%            (0.5%)
Adjusted productivity ratio                              
 (teb)                            60.4%            (1.6%)
Net interest margin on earning                           
 assets (teb)                     4.39%           (0.02%)
Adjusted net interest margin                             
 on earning assets                4.39%           (0.02%)
Average earning assets ($                                
 billions)                        56.1    26.6       90% 
---------------------------------------------------------
---------------------------------------------------------
                                                         
U.S. Select Financial Data                               
 (US$ in millions)                                       
Net interest income (teb)        1,829     830       83% 
Non-interest revenue               419     203       94% 
---------------------------------------------------------
Total revenue (teb)              2,248   1,033       85% 
Non-interest expense             1,428     652       84% 
Reported net Income                384     181       90% 
Adjusted net income                432     211       95% 
Average earning assets (US$                              
 billions)                        55.7    25.4       84% 
---------------------------------------------------------
---------------------------------------------------------
                                                                            
Adjusted results in this chart are non-GAAP amounts or non-GAAP measures.   
Please see the Non-GAAP Measures section.                                   
nm - not meaningful                                                         



Q3 2012 vs Q3 2011 (in U.S. $) 

Net income of $127 million increased $32 million or 34% from $95 million a year
ago. Adjusted net income, which adjusts for the amortization of
acquisition-related intangible assets, was $143 million, up $40 million or 37%
from a year ago primarily due to the acquired business. 


Revenue of $739 million increased $235 million from a year ago due to the $236
million of incremental revenue from two additional months of the acquired
business' results, compared with a year ago. The effects of deposit spread
compression, a change in mix of loan balances, a reduction in interchange fees
and lower securities gains were largely offset by increased deposit balances,
higher gains on sale of mortgages and higher lending fees. 


Net interest margin decreased by 11 basis points due to deposit spread
compression, partially offset by the favourable effect of deposit growth
exceeding loan growth and the positive impact from the acquired business. 


Non-interest expense of $468 million increased $163 million. Adjusted
non-interest expense of $445 million was $151 million higher, with $141 million
due to the inclusion of the acquired business' results for two additional months
in the current year. The remaining increase was primarily attributable to
increased regulatory and other support costs. 


Average current loans and acceptances increased $16.8 billion year over year to
$50.2 billion as a result of the acquired business and strong organic commercial
loan growth. 


Average deposits increased $21.9 billion year over year to $58.9 billion as a
result of the acquired business and growth in our organic commercial business. 


Q3 2012 vs Q2 2012 (in U.S. $) 

Net income increased $5 million or 4.7% from the prior quarter. Adjusted net
income increased 4.1%, primarily due to the benefit of lower expenses. 


Revenue increased $1 million or 0.1% and net interest margin increased 3 basis
points. 


Non-interest expense and adjusted non-interest expense both decreased $5
million, or 1.0% and 1.1%, respectively. 


Average current loans and acceptances decreased $0.6 billion from the prior
quarter as commercial banking loan growth in key segments was more than offset
by decreases in personal banking loans and a decline in the commercial run-off
portfolio, as expected. Commercial loans, excluding the commercial real estate
and run-off portfolio, have seen three sequential quarters of growth post
acquisition. 


Average deposits decreased $0.2 billion from the prior quarter, as reductions in
personal money market accounts and time deposits outpaced increases in chequing
and savings accounts in the low rate environment. 


Q3 YTD 2012 vs Q3 YTD 2011 (in U.S. $) 

Net income of $384 million increased $181 million from $203 million a year ago.
Adjusted net income was $432 million, up $211 million from a year ago primarily
due to the acquired business. 


Revenue of $2,248 million increased $1,033 million from a year ago, of which
$1,008 million was attributable to the acquired business. The remaining increase
of $25 million or 2.1% was primarily due to higher gains on the sale of
mortgages and higher lending fees. 


Net interest margin decreased by 2 basis points. 

Non-interest expense of $1,428 million increased $652 million. Adjusted
non-interest expense of $1,357 million was $604 million higher, with $560
million due to the impact of the acquired business. The remaining increase of
$44 million was largely attributable to increased regulatory and other support
costs and litigation accruals.


Average current loans and acceptances increased $23.6 billion year over year to
$50.7 billion primarily due to the acquired business and strong organic
commercial loan growth. 


Average deposits increased $28.9 billion year over year to $58.8 billion as a
result of the acquired business and growth in our organic commercial business. 


Adjusted results in this section are non-GAAP amounts or non-GAAP measures.
Please see the Non-GAAP Measures section.


Private Client Group (PCG)



                                                Increase          Increase  
(Canadian $ in millions,                      (Decrease)        (Decrease)  
 except as noted)              Q3-2012       vs. Q3-2011       vs. Q2-2012  
----------------------------------------------------------------------------
                                                                            
Net interest income (teb)          132      18        14%      4         2% 
Non-interest revenue               546      38         7%    (69)      (11%)
----------------------------------------------------------------------------
Total revenue (teb)                678      56         9%    (65)       (9%)
Provision for credit losses          4       1        33%      1         3% 
Non-interest expense               544      56        12%     (9)       (2%)
----------------------------------------------------------------------------
Income before income taxes         130      (1)        -     (57)      (31%)
Provision for income taxes                                                  
 (teb)                              21      (6)      (30%)   (21)      (52%)
----------------------------------------------------------------------------
Reported net income                109       5         6%    (36)      (25%)
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Adjusted net income                115      10         8%    (35)      (24%)
----------------------------------------------------------------------------
                                                                            
Adjusted return on equity         20.8%             (7.3%)            (7.5%)
Return on equity                  19.8%             (7.8%)            (7.5%)
Operating leverage                (2.9%)              nm                nm  
Productivity ratio (teb)          80.3%              2.1%              5.9% 
Adjusted productivity ratio                                                 
 (teb)                            79.2%              1.5%              5.8% 
Net interest margin on earning                                              
 assets (teb)                     2.89%            (0.06%)           (0.09%)
Average earning assets          18,099   2,663        17%    588         3% 
----------------------------------------------------------------------------
----------------------------------------------------------------------------
                                                                            
U.S. Select Financial Data                                                  
 (US$ in millions, except as                                                
 noted)                                                                     
Total revenue (teb)                171      60        54%      5         4% 
Non-interest expense               136      49        56%      -         -  
Reported net income                 22       7        50%      5        27% 
Adjusted net income                 26      11        72%      4        22% 
Average earning assets           2,913     466        19%    (47)       (2%)
----------------------------------------------------------------------------
----------------------------------------------------------------------------
                                                                            

                                                Increase  
(Canadian $ in millions,                      (Decrease)  
 except as noted)             YTD-2012      vs. YTD-2011  
----------------------------------------------------------
                                                          
Net interest income (teb)          424      91        27% 
Non-interest revenue             1,692     146         9% 
----------------------------------------------------------
Total revenue (teb)              2,116     237        13% 
Provision for credit losses         11       4        54% 
Non-interest expense             1,654     232        16% 
----------------------------------------------------------
Income before income taxes         451       1         -  
Provision for income taxes                                
 (teb)                              92     (19)      (18%)
----------------------------------------------------------
Reported net income                359      20         6% 
----------------------------------------------------------
----------------------------------------------------------
Adjusted net income                375      32         9% 
----------------------------------------------------------
                                                          
Adjusted return on equity         23.2%            (11.1%)
Return on equity                  22.2%            (11.6%)
Operating leverage                (3.7%)              nm  
Productivity ratio (teb)          78.2%              2.6% 
Adjusted productivity ratio                               
 (teb)                            77.2%              1.9% 
Net interest margin on earning                            
 assets (teb)                     3.22%             0.19% 
Average earning assets          17,589   2,881        20% 
----------------------------------------------------------
----------------------------------------------------------
                                                          
U.S. Select Financial Data                                
 (US$ in millions, except as                              
 noted)                                                   
Total revenue (teb)                527     267      +100% 
Non-interest expense               411     196        91% 
Reported net income                 71      44      +100% 
Adjusted net income                 83      55      +100% 
Average earning assets           2,948     705        31% 
----------------------------------------------------------
----------------------------------------------------------
                                                          
Adjusted results in this chart are non-GAAP amounts or non-GAAP measures.   
Please see the Non-GAAP Measures section.                                   
nm - not meaningful                                                         



Q3 2012 vs Q3 2011 

Net income was $109 million, up $5 million or 5.7% from a year ago. Adjusted net
income, which adjusts for the amortization of acquisition-related intangible
assets, was $115 million, up $10 million or 8.4% from a year ago. Lower interest
rates reduced net income in the insurance business by $45 million in the current
quarter and by $36 million a year ago. On a basis that excludes this impact, PCG
adjusted net income was $160 million, up $19 million or 13% from a year ago and
adjusted net income in insurance was $63 million, up $8 million or 16% from a
year ago. Adjusted net income in PCG excluding insurance was $97 million, up $11
million or 10% from a year ago. 


Revenue was $678 million, up $56 million or 8.7% from a year ago. Revenue in PCG
excluding insurance was up 11% from a year ago. Higher revenues from
acquisitions and spread-based and fee-based products were partly offset by lower
brokerage revenue. Insurance revenue declined 22% from a year ago due to the
effects of the movements in interest rates. The stronger U.S. dollar increased
revenue by $10 million or 1.7%. 


Non-interest expense was $544 million, up $56 million or 12%. Adjusted
non-interest expense was $537 million, up $52 million or 11%, primarily due to
acquisitions. The stronger U.S. dollar increased adjusted expense by $7 million
or 1.5%. 


Assets under management and administration grew by approximately $14 billion to
$445 billion as we continue to attract new client assets. 


Q3 2012 vs Q2 2012 

Net income decreased $36 million or 25% and adjusted net income decreased $35
million or 24% from the second quarter. Adjusted net income in PCG excluding
insurance was relatively unchanged from the prior quarter. Adjusted insurance
net income declined $34 million from the prior quarter due to the effect of
lower interest rates. 


Revenue decreased $65 million or 8.8%. PCG revenue excluding insurance decreased
marginally, with lower brokerage revenues partially offset by higher
spread-based and fee-based revenues. Insurance revenue declined 65% from the
prior quarter due to lower interest rates. The stronger U.S. dollar increased
revenue by $5 million or 0.7%. 


Adjusted non-interest expense decreased $9 million or 1.6% on lower
revenue-driven costs in brokerage and continued cost 

management. The stronger U.S. dollar increased adjusted expense by $4 million or
0.6%. 


Assets under management and administration were essentially unchanged from the
prior quarter, as growth in new client assets was offset by weaker equity market
conditions.


Q3 YTD 2012 vs Q3 YTD 2011 

Net income was $359 million, up $20 million or 6.1% from a year ago. Adjusted
net income was $375 million, up $32 million or 8.9% from a year ago. Adjusted
net income in PCG excluding insurance was $293 million, up $41 million or 16%
from the prior year. Adjusted net income in insurance was $82 million, down $9
million or 9.6% from the prior year. 


Revenue was $2,116 million, up $237 million or 13% from a year ago. Revenue in
PCG excluding insurance was up 16% as higher revenues from acquisitions and
spread-based and fee-based products were partly offset by lower brokerage
revenue. Net interest income increased due to earnings from acquisitions, higher
earnings from a strategic investment and higher private banking loan and deposit
balances. The stronger U.S. dollar increased revenue by $17 million or 0.9%.
Insurance revenue declined 18% primarily due to lower interest rates, offset in
part by higher than usual earthquake-related reinsurance claims in the prior
year. 


Non-interest expense was $1,654 million, up $232 million or 16%. Adjusted
non-interest expense was $1,633 million, up $217 million or 15% primarily due to
acquisitions. The stronger U.S. dollar increased adjusted expense by $12 million
or 0.9%. 


Adjusted results in this section are non-GAAP amounts or non-GAAP measures.
Please see the Non-GAAP Measures section.


BMO Capital Markets 



                                                Increase          Increase  
(Canadian $ in millions,                      (Decrease)        (Decrease)  
 except as noted)              Q3-2012       vs. Q3-2011       vs. Q2-2012  
----------------------------------------------------------------------------
                                                                            
Net interest income (teb)          317       -         -       9         3% 
Non-interest revenue               489     (16)       (3%)     8         2% 
----------------------------------------------------------------------------
Total revenue (teb)                806     (16)       (2%)    17         2% 
Provision for credit losses         25      (4)      (18%)     1         1% 
Non-interest expense               480      25         6%      9         2% 
----------------------------------------------------------------------------
Income before income taxes         301     (37)      (11%)     7         3% 
Provision for income taxes                                                  
 (teb)                              69       1         3%      -         -  
----------------------------------------------------------------------------
Reported net income                232     (38)      (14%)     7         3% 
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Adjusted net income                232     (38)      (14%)     6         3% 
----------------------------------------------------------------------------
                                                                            
Trading Products revenue           488     (12)       (3%)    15         3% 
Investment and Corporate                                                    
 Banking revenue                   318      (4)       (1%)     2         1% 
Return on equity                  19.3%             (9.1%)             0.7% 
Operating leverage                (7.6%)              nm                nm  
Productivity ratio (teb)          59.6%              4.3%             (0.1%)
Adjusted productivity ratio                                                 
 (teb)                            59.6%              4.4%             (0.1%)
Net interest margin on earning                                              
 assets (teb)                     0.63%            (0.11%)           (0.02%)
Average earning assets ($                                                   
 billions)                       200.7    29.8        17%    8.2         4% 
----------------------------------------------------------------------------
                                                                            
U.S. Select Financial Data                                                  
 (US$ in millions, except as                                                
 noted)                                                                     
Total revenue (teb)                276      15         6%     35        14% 
Non-interest expense               202       6         3%     (3)       (1%)
Reported net income                 42       9        31%     28      +100% 
Adjusted net income                 43      10        31%     29      +100% 
Average earning assets (US$                                                 
 billions)                        75.8     8.5        13%    5.0         7% 
----------------------------------------------------------------------------
----------------------------------------------------------------------------

                                                Increase  
(Canadian $ in millions,                      (Decrease)  
 except as noted)             YTD-2012      vs. YTD-2011  
----------------------------------------------------------
                                                          
Net interest income (teb)          912     (44)       (5%)
Non-interest revenue             1,455    (195)      (12%)
----------------------------------------------------------
Total revenue (teb)              2,367    (239)       (9%)
Provision for credit losses         73     (16)      (19%)
Non-interest expense             1,434      24         2% 
----------------------------------------------------------
Income before income taxes         860    (247)      (22%)
Provision for income taxes                                
 (teb)                             205    (143)      (41%)
----------------------------------------------------------
Reported net income                655    (104)      (14%)
----------------------------------------------------------
----------------------------------------------------------
Adjusted net income                656    (103)      (14%)
----------------------------------------------------------
                                                          
Trading Products revenue         1,474    (102)       (7%)
Investment and Corporate                                  
 Banking revenue                   893    (137)      (13%)
Return on equity                  18.5%             (7.7%)
Operating leverage               (10.9%)              nm  
Productivity ratio (teb)          60.6%              6.5% 
Adjusted productivity ratio                               
 (teb)                            60.6%              6.5% 
Net interest margin on earning                            
 assets (teb)                     0.63%            (0.15%)
Average earning assets ($                                 
 billions)                       193.2    28.7        17% 
----------------------------------------------------------
                                                          
U.S. Select Financial Data                                
 (US$ in millions, except as                              
 noted)                                                   
Total revenue (teb)                761     (34)       (4%)
Non-interest expense               607      20         3% 
Reported net income                 77      26        52% 
Adjusted net income                 78      27        52% 
Average earning assets (US$                               
 billions)                        72.0    10.4        17% 
----------------------------------------------------------
----------------------------------------------------------
                                                                            
Adjusted results in this chart are non-GAAP amounts or non-GAAP measures.   
Please see the Non-GAAP Measures section.                                   
nm - not meaningful                                                         



Q3 2012 vs Q3 2011

Net income was $232 million, $38 million or 14% lower than the very strong
results of a year ago. Revenues decreased $16 million or 2.0% from the levels of
a year ago to $806 million. In the current quarter we saw improvement in trading
revenues, particularly in interest rate and commodities trading, as market
conditions were more favourable. Corporate banking revenues and debt
underwriting fees also improved from the previous year. Offsetting these
improvements were decreases in mergers and acquisitions fees and equity
underwriting fees, as market uncertainty, mainly driven by concerns over the
Eurozone and China, continues to impede activity. The stronger U.S. dollar
increased revenue by $17 million relative to a year ago. 


There was a reduction in the provision for credit losses, which is charged to
the groups on an expected loss basis. Non-interest expense increased $25 million
or 5.6% primarily due to higher employee costs and increased technology and
support costs as a result of making investments in our business and responding
to the changing regulatory environment. The stronger U.S. dollar increased
expenses by $10 million relative to a year ago. 


Return on equity was 19.3% compared with 28.4% a year ago, in part reflecting
increased regulatory capital requirements compared to the previous year. 


Q3 2012 vs Q2 2012 

Net income increased $7 million or 2.9% from the previous quarter. Revenue was
$17 million or 2.2% higher. Revenue growth was attributable to an improvement in
trading revenue, primarily commodities and interest rate trading, and increases
in corporate banking revenue and debt underwriting fees. Offsetting these
increases were lower net investment securities gains, mergers and acquisitions
fees, and equity underwriting fees. The stronger U.S. dollar increased revenue
by $8 million relative to the previous quarter. 


Non-interest expense increased $9 million or 2.0% primarily due to the timing of
technology and support spending. The stronger U.S. dollar increased expenses by
$5 million relative to the previous quarter. 


Q3 YTD 2012 vs Q3 YTD 2011 

Net income decreased $104 million or 14% from the previous year's strong results
to $655 million. Revenue was $239 million or 9.2% lower, primarily due to less
favourable market conditions, which resulted in lower investment banking fees,
net investment securities gains, trading revenues and securities commissions.
These reductions were partly offset by increases in corporate banking revenues.
The stronger U.S. dollar increased revenue by $28 million relative to the
comparable period in 2011. 


There was a reduction in the provision for credit losses, which is charged to
the groups on an expected loss basis. Non-interest expense was $24 million or
1.7% higher than in the prior year, mainly due to higher technology and support
costs as a result of making investments in our business and responding to the
changing regulatory environment. The stronger U.S. dollar increased expenses by
$15 million relative to a year ago. 


Return on equity was 18.5%, compared with 26.2% a year ago.

Corporate Services, Including Technology and Operations



                                                 Increase         Increase  
(Canadian $ in millions, except as             (Decrease)       (Decrease)  
 noted)                            Q3-2012    vs. Q3-2011      vs. Q2-2012  
----------------------------------------------------------------------------
                                                                            
Net interest income before group                                            
 teb offset                            144   209       nm      65       82% 
Group teb offset                       (67)  (12)     (22%)   (11)     (20%)
----------------------------------------------------------------------------
Net interest income (teb)               77   197       nm      54       nm  
Non-interest revenue                    10    41       nm    (139)     (94%)
----------------------------------------------------------------------------
Total revenue (teb)                     87   238       nm     (85)     (50%)
Provision for (recovery of) credit                                          
 losses                                (20)  (29)   (+100%)    36       65% 
Non-interest expense                   188   (11)      (5%)   (42)     (18%)
----------------------------------------------------------------------------
Profit before income taxes             (81)  278       77%    (79)      nm  
Provision for (recovery of) income                                          
 taxes (teb)                           128    32       20%    (35)     (39%)
----------------------------------------------------------------------------
Reported net income                     47   246       nm     (44)     (50%)
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Adjusted total revenue (teb)          (114)  (20)     (21%)   (54)     (90%)
Adjusted provision for (recovery                                            
 of) credit losses                    (140) (164)   (+100%)   (40)     (40%)
Adjusted non-interest expense           80    15       23%    (41)     (34%)
Adjusted net income                     65   127     +100%     44     +100% 
----------------------------------------------------------------------------
----------------------------------------------------------------------------
                                                                            
                                                                            
U.S. Select Financial Data (US$ in                                          
 millions)                                                                  
Total revenue (teb)                    120   246       nm      31       34% 
Provision for (recovery of) credit                                          
 losses                                 26     6       33%    106       nm  
Non-interest expense                   119   (17)     (13%)    (5)      (6%)
Provision for (recovery of) income                                          
 taxes (teb)                           (37)   74       68%    (41)      nm  
Reported net income                     12   183       nm     (29)     (71%)
Adjusted net income                     41   114       nm      14       53% 
----------------------------------------------------------------------------
----------------------------------------------------------------------------

                                                 Increase  
(Canadian $ in millions, except as             (Decrease)  
 noted)                           YTD-2012   vs. YTD-2011  
-----------------------------------------------------------
                                                           
Net interest income before group                           
 teb offset                            400   545       nm  
Group teb offset                      (174)   (5)      (3%)
-----------------------------------------------------------
Net interest income (teb)              226   540       nm  
Non-interest revenue                   346   191     +100% 
-----------------------------------------------------------
Total revenue (teb)                    572   731       nm  
Provision for (recovery of) credit                         
 losses                               (187) (409)      nm  
Non-interest expense                   626   247       65% 
-----------------------------------------------------------
Profit before income taxes             133   893       nm  
Provision for (recovery of) income                         
 taxes (teb)                          (228)  249       52% 
-----------------------------------------------------------
Reported net income                    361   644       nm  
-----------------------------------------------------------
-----------------------------------------------------------
Adjusted total revenue (teb)          (234)  (24)     (11%)
Adjusted provision for (recovery                           
 of) credit losses                    (401) (600)   (+100%)
Adjusted non-interest expense          267    48       22% 
Adjusted net income                    148   362       nm  
-----------------------------------------------------------
-----------------------------------------------------------
                                                           
                                                           
U.S. Select Financial Data (US$ in                         
 millions)                                                 
Total revenue (teb)                    398   601       nm  
Provision for (recovery of) credit                         
 losses                               (202) (345)      nm  
Non-interest expense                   342   161       90% 
Provision for (recovery of) income                         
 taxes (teb)                            32   289       nm  
Reported net income                    226   496       nm  
Adjusted net income                    171   326       nm  
-----------------------------------------------------------
-----------------------------------------------------------
                                                                            
Adjusted results in this chart are non-GAAP amounts or non-GAAP measures.   
Please see the Non-GAAP Measures section.                                   
nm - not meaningful                                                         



Corporate Services 

Corporate Services consists of the corporate units that provide enterprise-wide
expertise and governance support in a variety of areas, including strategic
planning, risk management, finance, legal and compliance, communications and
human resources. Operating results reflect the impact of certain asset-liability
management activities, run-off structured credit activities, the elimination of
teb adjustments and the impact of our expected loss provisioning methodology.  


BMO's practice is to charge loss provisions to the client operating groups each
year, using an expected loss provisioning methodology based on each group's
share of expected credit losses. Corporate Services is generally charged (or
credited) with differences between the periodic provisions for credit losses
charged to the client operating groups under our expected loss provisioning
methodology and provisions required under GAAP. 


Technology and Operations 

Technology and Operations (T&O) manages, maintains and provides governance over
information technology, operations services, real estate and sourcing for BMO
Financial Group. T&O focuses on enterprise-wide priorities that improve service
quality and efficiency to deliver an excellent customer experience. 


Financial Performance Review 

T&O operating results are included with Corporate Services for reporting
purposes. However, the costs of T&O services are transferred to the three
operating groups (P&C, PCG and BMO Capital Markets) and only minor amounts are
retained in T&O results. As such, results in this section largely reflect the
corporate activities outlined in the preceding description of the Corporate
Services unit. 


Corporate Services' net income for the quarter was $47 million, an improvement
of $246 million from a year ago. Corporate Services' results reflect a number of
items and activities that are excluded from BMO's adjusted results to help
assess BMO's performance. These adjusting items are not reflective of core
operating results. They are itemized in the following Non-GAAP Measures section.
All adjusting items are recorded in Corporate Services except the amortization
of acquisition-related intangible assets, which is included in the operating
groups. 


Adjusted net income was $65 million, an improvement of $127 million from a year
ago. Adjusted revenues were $20 million lower, due to a number of small items.
Adjusted expenses were $15 million higher, primarily due to the impact of the
acquired business. Adjusted provisions for credit losses were lower by $164
million due in part to a $118 million ($73 million after-tax) recovery of
provisions for credit losses on the M&I purchased credit impaired loan
portfolio, primarily due to the repayment of loans at amounts in excess of the
fair value determined at closing. The accounting policy for purchased loans is
discussed in the Purchased Loans section of Note 3 of the attached unaudited
interim consolidated financial statements. The remaining decrease was
attributable to lower provisions charged to Corporate Services under BMO's
expected loss provisioning methodology. 


Corporate Services net income in the current quarter decreased $44 million
relative to the second quarter. Adjusted net income increased $44 million.
Adjusted revenues were $54 million lower, due to a number of small items.
Adjusted expenses were $41 million lower, mainly due to reduced employee-related
costs. Adjusted provisions for credit losses decreased $40 million mainly due to
lower provisions charged to Corporate Services under our expected loss
provisioning methodology. 


Adjusted net income for the year to date was $148 million, an improvement of
$362 million from a year ago. Adjusted revenues were $24 million lower, largely
due to interest on the settlement of certain tax matters in the prior year.
Adjusted expenses were $48 million higher, primarily due to the impact of the
acquired business. Adjusted provisions for credit losses were $600 million lower
as a result of improved credit conditions. The year-to-date results include the
$377 million ($233 million after-tax) recovery of provisions for credit losses
on M&I purchased credit impaired loans.

 

Adjusted results in this section are non-GAAP amounts or non-GAAP measures.
Please see the Non-GAAP Measures section.


Non-GAAP Measures (1)



(Canadian $ in millions,                                                    
 except as noted)           Q3-2012   Q2-2012   Q3-2011  YTD-2012  YTD-2011 
----------------------------------------------------------------------------
                                                                            
Reported Results                                                            
Revenue                       3,878     3,959     3,320    11,954    10,121 
Non-interest expense         (2,484)   (2,499)   (2,221)   (7,537)   (6,309)
----------------------------------------------------------------------------
Pre-provision, pre-tax                                                      
 earnings                     1,394     1,460     1,099     4,417     3,812 
Provision for credit losses    (237)     (195)     (230)     (573)     (850)
Provision for income taxes     (187)     (237)     (161)     (737)     (616)
----------------------------------------------------------------------------
Net Income                      970     1,028       708     3,107     2,346 
----------------------------------------------------------------------------
----------------------------------------------------------------------------
                                                                            
Reported Measures                                                           
EPS ($)                        1.42      1.51      1.09      4.56      3.74 
Net income growth (%)          36.9      26.5       3.0      32.4      10.3 
EPS growth (%)                 30.3      14.4      (3.5)     21.9       6.6 
Revenue growth (%)             16.8      18.8      13.9      18.1      12.4 
Non-interest expense growth                                                 
 (%)                           11.9      23.2      16.5      19.5      12.9 
Productivity ratio (%)         64.1      63.1      66.9      63.1      62.3 
Operating leverage (%)          4.9      (4.4)     (2.6)     (1.4)     (0.5)
Return on equity (%)           14.5      16.2      13.3      15.9      16.1 
----------------------------------------------------------------------------
----------------------------------------------------------------------------
                                                                            
Adjusting Items (Pre-tax)                                                   
Credit-related items on the                                                 
 acquired M&I performing                                                    
 loan portfolio(2)               76        90         -       350         - 
Run-off structured credit                                                   
 activities(3)                  (15)       76       (51)      197        69 
Hedge costs related to                                                      
 foreign currency risk on                                                   
 purchase of M&I                  -         -        (9)        -       (20)
M&I integration costs(4)       (105)      (74)      (53)     (249)      (82)
M&I acquisition-related                                                     
 costs                            -         -       (82)        -       (78)
Amortization of                                                             
 acquisition-related                                                        
 intangible assets(4)           (33)      (33)      (17)     (100)      (37)
Decrease (increase) in the                                                  
 collective allowance for                                                   
 credit losses                   15        18        15        33       (23)
Restructuring costs(4)            -       (31)        -       (99)        - 
----------------------------------------------------------------------------
                                                                            
Adjusting items included in                                                 
 reported pre-tax income        (62)       46      (197)      132      (171)
----------------------------------------------------------------------------
----------------------------------------------------------------------------
                                                                            
Adjusting Items (After-tax)                                                 
Credit-related items on the                                                 
 acquired M&I performing                                                    
 loan portfolio                  47        55         -       216         - 
Run-off structured credit                                                   
 activities                     (15)       73       (51)      194        69 
Hedge costs related to                                                      
 foreign currency risk on                                                   
 purchase of M&I                  -         -        (6)        -       (14)
M&I integration costs           (65)      (47)      (32)     (155)      (49)
M&I acquisition-related                                                     
 costs                            -         -       (58)        -       (58)
Amortization of                                                             
 acquisition-related                                                        
 intangible assets              (24)      (24)      (12)      (72)      (29)
Decrease (increase) in the                                                  
 collective allowance for                                                   
 credit losses                   14        12        11        26       (16)
Restructuring costs               -       (23)        -       (69)        - 
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Adjusting items included in                                                 
 reported after-tax net                                                     
 income                         (43)       46      (148)      140       (97)
EPS ($)                       (0.07)     0.07     (0.25)     0.21     (0.17)
----------------------------------------------------------------------------
----------------------------------------------------------------------------
                                                                            
Adjusted Results(1)                                                         
Revenue                       3,677     3,727     3,380    11,147    10,072 
Non-interest expense         (2,342)   (2,357)   (2,069)   (7,077)   (6,112)
----------------------------------------------------------------------------
Pre-provision, pre-tax                                                      
 earnings                     1,335     1,370     1,311     4,070     3,960 
Provision for credit losses    (116)     (151)     (245)     (358)     (827)
Provision for income taxes     (206)     (237)     (210)     (745)     (690)
----------------------------------------------------------------------------
Adjusted net Income           1,013       982       856     2,967     2,443 
----------------------------------------------------------------------------
----------------------------------------------------------------------------
                                                                            
Adjusted Measures(1)(5)                                                     
EPS ($)                        1.49      1.44      1.34      4.35      3.91 
Net income growth (%)          18.4      27.5      22.9      21.9      13.7 
EPS growth (%)                 11.2      15.2      17.5      11.3      10.1 
Revenue growth (%)              8.8      14.9      16.0      10.7      11.9 
Non-interest expense growth                                                 
 (%)                           13.2      18.2       9.1      15.8       9.9 
Productivity ratio (%)         63.7      63.2      61.2      63.5      60.7 
Operating leverage (%)         (4.4)     (3.3)      6.9      (5.1)      2.0 
Return on equity (%)           15.2      15.4      16.4      15.2      16.8 
----------------------------------------------------------------------------
--------------------------------------------------------------------------- 
                                                                            
(1) Adjusted results in this chart are non-GAAP amounts or non-GAAP         
    measures.                                                               
(2) Comprised of $212 million of net interest income, $113 million of       
    specific provisions for credit losses and $23 million of collective     
    provisions in Q3-2012; and $152 million of net interest income, $44     
    million of specific provisions for credit losses and $18 million of     
    collective provisions in Q2-2012.                                       
(3) Substantially all included in trading revenue, in non-interest revenue. 
(4) Included in non-interest expense.                                       
(5) Amounts for periods prior to fiscal 2011 have not been restated to      
    conform to IFRS. As a result, growth measures for 2011 may not be       
    meaningful.                                                             



Non-GAAP Measures (Cont'd.)

Results and measures in the interim MD&A are presented on a GAAP basis. They are
also presented on an adjusted basis that excludes the impact of certain items as
set out in the preceding table. Management assesses performance on both a
reported and adjusted basis and considers both bases to be useful in assessing
underlying, ongoing business performance. Presenting results on both bases
provides readers with an enhanced understanding of how management views results.
It also permits readers to assess the impact of the specified items on results
for the periods presented and to better assess results excluding those items if
they consider the items to not be reflective of ongoing results. As such, the
presentation may facilitate readers' analysis of trends as well as comparisons
with our competitors. Adjusted results and measures are non-GAAP and as such do
not have standardized meaning under GAAP. They are unlikely to be comparable to
similar measures presented by other companies and should not be viewed in
isolation from or as a substitute for GAAP results. Details of adjustments are
also set out in the Adjusted Net Income section. 


Certain of the adjusting items relate to expenses that arise as a result of
acquisitions including the amortization of acquisition-related intangible
assets, and are adjusted because the purchase decision may not consider the
amortization of such assets to be a relevant expense. Certain other
acquisition-related costs in respect of the acquired business have been
designated as adjusting items due to the significance of the amounts and the
fact that they can impact trend analysis. Certain other items have also been
designated as adjusting items due to their effects on trend analysis. They
include changes in the collective allowance and credit-related amounts in
respect of the acquired M&I performing loan portfolio, structured credit run-off
activities and restructuring costs. 


Net economic profit represents net income available to common shareholders after
deduction of a charge for capital, and is considered an effective measure of
added economic value. Income before provision for credit losses and income taxes
(pre-provision, pre-tax earnings) is considered useful information as it
provides a measure of performance that excludes the effects of credit losses and
income taxes, which can at times mask performance because of their size and
variability. 


In the third quarter of 2012, adjusting items totalled a net charge of $43
million after tax, comprised of a $47 million after-tax net benefit of
credit-related items in respect of the acquired M&I performing loan portfolio
(including $212 million in net interest income, net of a $136 million provision
for credit losses and related income taxes of $29 million); a $15 million ($14
million after tax) decrease in the collective allowance; costs of $105 million
($65 million after tax) for the integration of the acquired business; a $33
million ($24 million after tax) charge for amortization of acquisition-related
intangible assets on all acquisitions; a loss on run-off structured credit
activities of $15 million ($15 million after tax) primarily included in trading
revenue. Adjusting items were charged to Corporate Services with the exception
of the amortization of acquisition-related intangible assets, which was charged
to the operating groups as follows: P&C Canada $3 million ($3 million after
tax); P&C U.S. $23 million ($15 million after tax); and Private Client Group $7
million ($6 million after tax). 


In the third quarter of 2011, adjusting items totalled a net charge of $148
million after tax. Adjusting items consisted of a $53 million charge ($32
million after tax) for the integration costs of the acquired business; a $17
million ($12 million after tax) charge for amortization of acquisition-related
intangible assets on all acquisitions; a $51 million loss ($51 million after
tax) from the results of run-off structured credit activities, primarily
included in trading revenue; a $15 million ($11 million after tax) decrease in
the collective allowance; a $9 million charge ($6 million after tax) on the
hedge of foreign currency risk on the purchase of M&I; and an $82 million charge
($58 million after tax) on M&I acquisition related costs. Adjusting items were
charged to Corporate Services with the exception of the amortization of
acquisition-related intangible assets, which was charged to the operating groups
as follows: P&C Canada $2 million ($2 million after tax); P&C U.S. $12 million
($9 million after tax); and Private Client Group $2 million ($1 million after
tax).  


In the second quarter of 2012, adjusting items totalled a net benefit of $46
million, comprised of a $55 million after-tax net benefit of credit-related
items in respect of the acquired M&I performing loan portfolio (including $152
million in net interest income, net of a $62 million provision for credit losses
and related income taxes of $35 million); an $18 million ($12 million after tax)
decrease in the collective allowance; costs of $74 million ($47 million after
tax) for the integration of the acquired business; a $33 million ($24 million
after tax) charge for the amortization of acquisition-related intangible assets;
a $76 million ($73 million after tax) benefit due to run-off structured credit
activities, primarily included in trading revenue; and a restructuring charge of
$31 million ($23 million after tax) to align our cost structure with the current
and future business environment. All of the above adjusting items were charged
to Corporate Services except for the amortization of acquisition-related
intangible assets, which was charged to the operating groups as follows: P&C
Canada $3 million ($3 million after tax); P&C U.S. $21 million ($15 million
after tax); Private Client Group $8 million ($5 million after tax); and BMO
Capital Markets $1 million ($1 million after tax). 


INVESTOR AND MEDIA PRESENTATION 

Investor Presentation Materials 

Interested parties are invited to visit our website at
www.bmo.com/investorrelations to review our 2011 annual report, this quarterly
news release, presentation materials and a supplementary financial information
package online. 


Quarterly Conference Call and Webcast Presentations 

Interested parties are also invited to listen to our quarterly conference call
on Tuesday, August 28, 2012, at 2:00 p.m. (EDT). At that time, senior BMO
executives will comment on results for the quarter and respond to questions from
the investor community. The call may be accessed by telephone at 416-695-9753
(from within Toronto) or 1-888-789-0089 (toll-free outside Toronto). A replay of
the conference call can be accessed until Monday, December 3, 2012, by calling
905-694-9451 (from within Toronto) or 1-800-408-3053 (toll-free outside Toronto)
and entering passcode 7740705. 


A live webcast of the call can be accessed on our website at
www.bmo.com/investorrelations. A replay can be accessed on the site until
Monday, December 3, 2012. 




Media Relations Contacts                                                    
Ralph Marranca, Toronto, ralph.marranca@bmo.com, 416-867-3996               
Valerie Doucet, Montreal, valerie.doucet@bmo.com, 514-877-8224              
                                                                            
Investor Relations Contacts                                                 
Sharon Haward-Laird, Head, Investor Relations, sharon.hawardlaird@bmo.com,  
416-867-6656                                                                
Michael Chase, Director, michael.chase@bmo.com, 416-867-5452                
Andrew Chin, Senior Manager, andrew.chin@bmo.com, 416-867-7019              
                                                                            
Chief Financial Officer                                                     
Tom Flynn, Executive Vice-President and CFO,                                
tom.flynn@bmo.com, 416-867-4689                                             
                                                                            
Corporate Secretary                                                         
Barbara Muir, Senior Vice-President, Deputy General Counsel,                
Corporate Affairs and Corporate Secretary                                   
corp.secretary@bmo.com, 416-867-6423                                        
                                                                            
----------------------------------------------------------------------------
Shareholder Dividend Reinvestment and  For other shareholder information,   
Share Purchase Plan                    please contact                       
Average market price                   Bank of Montreal                     
May 2012 $54.60 ($53.61(i))            Shareholder Services                 
June 2012 $55.16                       Corporate Secretary's Department     
July 2012 $57.70                       One First Canadian Place, 21st Floor 
(i)reflects 2% discount for dividend   Toronto, Ontario M5X 1A1             
reinvestment                           Telephone: (416) 867-6785            
                                       Fax: (416) 867-6793                  
For dividend information, change in    E-mail: corp.secretary@bmo.com       
shareholder address                                                         
or to advise of duplicate mailings,    For further information on this      
please contact                         report, please contact               
Computershare Trust Company of Canada  Bank of Montreal                     
100 University Avenue, 9th Floor       Investor Relations Department        
Toronto, Ontario M5J 2Y1               P.O. Box 1, One First Canadian Place,
Telephone: 1-800-340-5021 (Canada and  18th Floor                           
the United States)                     Toronto, Ontario M5X 1A1             
Telephone: (514) 982-7800                                                   
(international)                        To review financial results online,  
Fax: 1-888-453-0330 (Canada and the    please visit our website at          
United States)                         http://www.bmo.com/                  
Fax: (416) 263-9394 (international)                                         
E-mail: service@computershare.com                                           
----------------------------------------------------------------------------



(R) Registered trademark of Bank of Montreal



 ---------------------------------------------------------------------------
 Annual Meeting 2013                                                        
 The next Annual Meeting of Shareholders will be held on                    
 Wednesday, April 10, 2013, in Saskatoon, Saskatchewan.                     
 ---------------------------------------------------------------------------



Interim Consolidated Financial Statements

Consolidated Statement of Income



(Unaudited)                                                                 
(Canadian $ in                                                              
 millions, except as                                                        
 noted)                             For the three months ended              
----------------------------------------------------------------------------
                           July     April     January     October      July 
                       31, 2012  30, 2012    31, 2012    31, 2011  31, 2011 
----------------------------------------------------------------------------
Interest, Dividend and                                                      
 Fee Income                                                                 
Loans                  $  2,807  $  2,680  $    2,868  $    3,020  $  2,462 
Securities                  568       536         591         484       574 
Deposits with banks          72        64          45          44        39 
----------------------------------------------------------------------------
                          3,447     3,280       3,504       3,548     3,075 
----------------------------------------------------------------------------
Interest Expense                                                            
Deposits                    680       570         628         674       674 
Subordinated debt            37        47          49          43        43 
Capital trust                                                               
 securities (Note 12)        12        11          16          18        18 
Other liabilities           493       532         493         551       537 
----------------------------------------------------------------------------
                          1,222     1,160       1,186       1,286     1,272 
----------------------------------------------------------------------------
Net Interest Income       2,225     2,120       2,318       2,262     1,803 
----------------------------------------------------------------------------
Non-Interest Revenue                                                        
Securities commissions                                                      
 and fees                   276       303         285         292       297 
Deposit and payment                                                         
 service charges            232       227         240         246       205 
Trading revenues                                                            
 (losses)                   140       228         345         (15)      100 
Lending fees                169       137         160         152       146 
Card fees                   186       174         167         188       171 
Investment management                                                       
 and custodial fees         188       179         172         176       131 
Mutual fund revenues        161       159         159         157       164 
Underwriting and                                                            
 advisory fees              123       130          78          76       141 
Securities gains,                                                           
 other than trading          14        40          42          61        31 
Foreign exchange,                                                           
 other than trading          28        51          39          11        38 
Insurance income             40       105          46          74        47 
Other                        96       106          66         142        46 
----------------------------------------------------------------------------
                          1,653     1,839       1,799       1,560     1,517 
----------------------------------------------------------------------------
Total Revenue             3,878     3,959       4,117       3,822     3,320 
----------------------------------------------------------------------------
Provision for credit                                                        
 losses (Note 3)            237       195         141         362       230 
----------------------------------------------------------------------------
Non-Interest Expense                                                        
Employee compensation                                                       
 (Note 15)                1,337     1,391       1,446       1,311     1,212 
Premises and equipment      473       461         455         464       388 
Amortization of                                                             
 intangible assets           86        82          83          81        58 
Travel and business                                                         
 development                116       118         128         106       100 
Communications               79        72          72          75        63 
Business and capital                                                        
 taxes                       10        11          12          14        12 
Professional fees           161       141         123         154       223 
Other                       222       223         235         227       165 
----------------------------------------------------------------------------
                          2,484     2,499       2,554       2,432     2,221 
----------------------------------------------------------------------------
Income Before                                                               
 Provision for Income                                                       
 Taxes                    1,157     1,265       1,422       1,028       869 
Provision for income                                                        
 taxes                      187       237         313         260       161 
----------------------------------------------------------------------------
Net Income             $    970  $  1,028  $    1,109  $      768  $    708 
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Attributable to:                                                            
 Bank shareholders          951     1,010       1,090         749       690 
 Non-controlling                                                            
  interest in                                                               
  subsidiaries               19        18          19          19        18 
----------------------------------------------------------------------------
Net Income             $    970  $  1,028  $    1,109  $      768  $    708 
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Earnings Per Share                                                          
 (Canadian $) (Note                                                         
 16)                                                                        
Basic                  $   1.42  $   1.52  $     1.65  $     1.12  $   1.10 
Diluted                    1.42      1.51        1.63        1.11      1.09 
----------------------------------------------------------------------------
----------------------------------------------------------------------------
                                                                            

(Unaudited)                               
(Canadian $ in                            
 millions, except as      For the nine    
 noted)                   months ended    
------------------------------------------
                           July      July 
                       31, 2012  31, 2011 
------------------------------------------
Interest, Dividend and                    
 Fee Income                               
Loans                  $  8,355  $  7,183 
Securities                1,695     1,692 
Deposits with banks         181       101 
------------------------------------------
                         10,231     8,976 
------------------------------------------
Interest Expense                          
Deposits                  1,878     2,019 
Subordinated debt           133       114 
Capital trust                             
 securities (Note 12)        39        58 
Other liabilities         1,518     1,573 
------------------------------------------
                          3,568     3,764 
------------------------------------------
Net Interest Income       6,663     5,212 
------------------------------------------
Non-Interest Revenue                      
Securities commissions                    
 and fees                   864       923 
Deposit and payment                       
 service charges            699       588 
Trading revenues                          
 (losses)                   713       564 
Lending fees                466       441 
Card fees                   527       501 
Investment management                     
 and custodial fees         539       320 
Mutual fund revenues        479       476 
Underwriting and                          
 advisory fees              331       436 
Securities gains,                         
 other than trading          96       128 
Foreign exchange,                         
 other than trading         118       119 
Insurance income            191       209 
Other                       268       204 
------------------------------------------
                          5,291     4,909 
------------------------------------------
Total Revenue            11,954    10,121 
------------------------------------------
Provision for credit                      
 losses (Note 3)            573       850 
------------------------------------------
Non-Interest Expense                      
Employee compensation                     
 (Note 15)                4,174     3,516 
Premises and equipment    1,389     1,114 
Amortization of                           
 intangible assets          251       150 
Travel and business                       
 development                362       276 
Communications              223       184 
Business and capital                      
 taxes                       33        37 
Professional fees           425       470 
Other                       680       562 
------------------------------------------
                          7,537     6,309 
------------------------------------------
Income Before                             
 Provision for Income                     
 Taxes                    3,844     2,962 
Provision for income                      
 taxes                      737       616 
------------------------------------------
Net Income             $  3,107  $  2,346 
------------------------------------------
------------------------------------------
Attributable to:                          
 Bank shareholders        3,051     2,292 
 Non-controlling                          
  interest in                             
  subsidiaries               56        54 
------------------------------------------
Net Income             $  3,107  $  2,346 
------------------------------------------
------------------------------------------
Earnings Per Share                        
 (Canadian $) (Note                       
 16)                                      
Basic                  $   4.59  $   3.80 
Diluted                    4.56      3.74 
------------------------------------------
------------------------------------------
                                          
The accompanying notes are an integral part of these interim consolidated   
financial statements.                                                       



Interim Consolidated Financial Statements

Consolidated Statement of Comprehensive Income



(Unaudited)                                                                 
(Canadian $ in                                                              
 millions)                          For the three months ended              
----------------------------------------------------------------------------
                           July     April     January     October      July 
                       31, 2012  30, 2012    31, 2012    31, 2011  31, 2011 
----------------------------------------------------------------------------
Net income             $    970  $  1,028  $    1,109  $      768  $    708 
Other Comprehensive                                                         
 Income (Loss)                                                              
 Net change in                                                              
  unrealized gains                                                          
  (losses) on                                                               
  available-for-sale                                                        
  securities                                                                
  Unrealized gains                                                          
   (losses) on                                                              
   available-for-sale                                                       
   securities arising                                                       
   during the period                                                        
   (net of income tax                                                       
   (provision)                                                              
   recovery of $(9),                                                        
   $(2), $10, $(20),                                                        
   $(33), $(1) and $9)       26         6         (30)         23        54 
  Reclassification to                                                       
   earnings of (gains)                                                      
   losses in the                                                            
   period (net of                                                           
   income tax                                                               
   provision                                                                
   (recovery) of $14,                                                       
   $(11), $22, $37,                                                         
   $(1), $25 and $14)        14       (23)        (33)        (67)       (7)
----------------------------------------------------------------------------
                             40       (17)        (63)        (44)       47 
----------------------------------------------------------------------------
 Net change in                                                              
  unrealized gains                                                          
  (losses) on cash                                                          
  flow hedges                                                               
  Gains (losses) on                                                         
   cash flow hedges                                                         
   arising during the                                                       
   period (net of                                                           
   income tax                                                               
   (provision)                                                              
   recovery of $(63),                                                       
   $99, $(19), $(89),                                                       
   $(84), $17 and                                                           
   $(48))                   177      (300)         46         230       208 
  Reclassification to                                                       
   earnings of (gains)                                                      
   losses on cash flow                                                      
   hedges (net of                                                           
   income tax                                                               
   provision                                                                
   (recovery) of $9,                                                        
   $15, $nil, $11,                                                          
   $(1), $24 and $(2))      (29)      (38)          -         (30)        2 
----------------------------------------------------------------------------
                            148      (338)         46         200       210 
----------------------------------------------------------------------------
 Net gain (loss) on                                                         
  translation of net                                                        
  foreign operations                                                        
  Unrealized gain                                                           
   (loss) on                                                                
   translation of net                                                       
   foreign operations       260      (255)        133         759        64 
  Impact of hedging                                                         
   unrealized gain                                                          
   (loss) on                                                                
   translation of net                                                       
   foreign operations                                                       
   (net of income tax                                                       
   (provision)                                                              
   recovery of $24,                                                         
   $(23), $17, $144,                                                        
   $10, $18 and                                                             
   $(170))                  (70)       66         (48)       (317)      (23)
----------------------------------------------------------------------------
                            190      (189)         85         442        41 
----------------------------------------------------------------------------
Other Comprehensive                                                         
 Income (Loss)              378      (544)         68         598       298 
----------------------------------------------------------------------------
Total Comprehensive                                                         
 Income                $  1,348  $    484  $    1,177  $    1,366  $  1,006 
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Attributable to:                                                            
 Bank shareholders        1,329       466       1,158       1,347       988 
 Non-controlling                                                            
  interest in                                                               
  subsidiaries               19        18          19          19        18 
----------------------------------------------------------------------------
Total Comprehensive                                                         
 Income                $  1,348  $    484  $    1,177  $    1,366  $  1,006 
----------------------------------------------------------------------------
----------------------------------------------------------------------------
                                                                            

(Unaudited)                               
(Canadian $ in            For the nine    
 millions)                months ended    
------------------------------------------
                           July      July 
                       31, 2012  31, 2011 
------------------------------------------
Net income             $  3,107  $  2,346 
Other Comprehensive                       
 Income (Loss)                            
 Net change in                            
  unrealized gains                        
  (losses) on                             
  available-for-sale                      
  securities                              
  Unrealized gains                        
   (losses) on                            
   available-for-sale                     
   securities arising                     
   during the period                      
   (net of income tax                     
   (provision)                            
   recovery of $(9),                      
   $(2), $10, $(20),                      
   $(33), $(1) and $9)        2        (5)
  Reclassification to                     
   earnings of (gains)                    
   losses in the                          
   period (net of                         
   income tax                             
   provision                              
   (recovery) of $14,                     
   $(11), $22, $37,                       
   $(1), $25 and $14)       (42)      (37)
------------------------------------------
                            (40)      (42)
------------------------------------------
 Net change in                            
  unrealized gains                        
  (losses) on cash                        
  flow hedges                             
  Gains (losses) on                       
   cash flow hedges                       
   arising during the                     
   period (net of                         
   income tax                             
   (provision)                            
   recovery of $(63),                     
   $99, $(19), $(89),                     
   $(84), $17 and                         
   $(48))                   (77)       98 
  Reclassification to                     
   earnings of (gains)                    
   losses on cash flow                    
   hedges (net of                         
   income tax                             
   provision                              
   (recovery) of $9,                      
   $15, $nil, $11,                        
   $(1), $24 and $(2))      (67)        9 
------------------------------------------
                           (144)      107 
------------------------------------------
 Net gain (loss) on                       
  translation of net                      
  foreign operations                      
  Unrealized gain                         
   (loss) on                              
   translation of net                     
   foreign operations       138      (849)
  Impact of hedging                       
   unrealized gain                        
   (loss) on                              
   translation of net                     
   foreign operations                     
   (net of income tax                     
   (provision)                            
   recovery of $24,                       
   $(23), $17, $144,                      
   $10, $18 and                           
   $(170))                  (52)      440 
------------------------------------------
                             86      (409)
------------------------------------------
Other Comprehensive                       
 Income (Loss)              (98)     (344)
------------------------------------------
Total Comprehensive                       
 Income                $  3,009  $  2,002 
------------------------------------------
------------------------------------------
Attributable to:                          
 Bank shareholders        2,953     1,948 
 Non-controlling                          
  interest in                             
  subsidiaries               56        54 
------------------------------------------
Total Comprehensive                       
 Income                $  3,009  $  2,002 
------------------------------------------
------------------------------------------
                                          
The accompanying notes are an integral part of these interim consolidated   
financial statements.                                                       



Interim Consolidated Financial Statements

Consolidated Balance Sheet



(Unaudited)                                                                 
(Canadian $ in                                                              
 millions)                                   As at                          
----------------------------------------------------------------------------
                      July 31, April 30,  January 31,  October 31,  July 31,
                         2012      2012         2012         2011      2011 
----------------------------------------------------------------------------
Assets                                                                      
Cash and Cash                                                               
 Equivalents         $ 33,592  $ 34,117  $    39,553  $    19,676  $ 33,126 
----------------------------------------------------------------------------
Interest Bearing                                                            
 Deposits with Banks    5,995     7,010        7,603        5,980     7,049 
----------------------------------------------------------------------------
Securities                                                                  
Trading                70,045    71,432       71,018       69,925    72,671 
Available-for-sale                                                          
 (Note 2)              59,297    54,906       54,545       51,426    47,141 
Other                     877       781          825          764       810 
----------------------------------------------------------------------------
                      130,219   127,119      126,388      122,115   120,622 
----------------------------------------------------------------------------
Securities Borrowed                                                         
 or Purchased Under                                                         
 Resale Agreements     45,535    42,253       42,608       37,970    38,301 
----------------------------------------------------------------------------
Loans (Notes 3 and                                                          
 6)                                                                         
Residential                                                                 
 mortgages             85,595    82,260       81,317       81,075    80,977 
Consumer instalment                                                         
 and other personal    60,792    60,002       59,688       59,445    58,035 
Credit cards            7,837     7,861        7,871        8,038     8,026 
Businesses and                                                              
 governments           92,870    89,800       88,719       84,883    82,995 
----------------------------------------------------------------------------
                      247,094   239,923      237,595      233,441   230,033 
Customers' liability                                                        
 under acceptances      8,013     7,406        6,782        7,227     7,000 
Allowance for credit                                                        
 losses (Note 3)       (1,755)   (1,807)      (1,756)      (1,783)   (1,706)
----------------------------------------------------------------------------
                      253,352   245,522      242,621      238,885   235,327 
----------------------------------------------------------------------------
Other Assets                                                                
Derivative                                                                  
 instruments           52,263    46,760       58,219       55,113    47,359 
Premises and                                                                
 equipment              2,059     2,033        2,020        2,061     1,921 
Goodwill (Note 9)       3,732     3,702        3,656        3,649     3,442 
Intangible assets       1,572     1,541        1,558        1,562     1,511 
Current tax assets      1,141     2,187        1,504        1,319     1,177 
Deferred tax assets     3,000     2,820        3,090        3,355     3,369 
Other                   9,788    10,439        9,440        8,890     8,832 
----------------------------------------------------------------------------
                       73,555    69,482       79,487       75,949    67,611 
----------------------------------------------------------------------------
Total Assets         $542,248  $525,503  $   538,260  $   500,575  $502,036 
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Liabilities and Equity                                                      
Deposits (Note 10)                                                          
Banks                $ 23,314  $ 22,508  $    20,150  $    20,877  $ 22,950 
Businesses and                                                              
 governments          183,698   171,539      173,852      159,209   148,848 
Individuals           121,956   122,020      122,555      122,287   120,249 
----------------------------------------------------------------------------
                      328,968   316,067      316,557      302,373   292,047 
----------------------------------------------------------------------------
Other Liabilities                                                           
Derivative                                                                  
 instruments           53,132    46,472       55,157       50,934    43,596 
Acceptances             8,013     7,406        6,782        7,227     7,000 
Securities sold but                                                         
 not yet purchased     22,523    23,834       21,269       20,207    21,892 
Securities lent or                                                          
 sold under                                                                 
 repurchase                                                                 
 agreements            47,145    46,076       51,952       32,078    48,426 
Current tax                                                                 
 liabilities              294     1,017          634          591       456 
Deferred tax                                                                
 liabilities              191       207          225          314       329 
Other                  48,029    50,295       51,342       52,846    55,311 
----------------------------------------------------------------------------
                      179,327   175,307      187,361      164,197   177,010 
----------------------------------------------------------------------------
Subordinated Debt                                                           
 (Note 11)              4,107     5,276        5,362        5,348     5,284 
----------------------------------------------------------------------------
Capital Trust                                                               
 Securities (Note                                                           
 12)                      450       462          450          821       821 
----------------------------------------------------------------------------
Equity                                                                      
Share capital (Note                                                         
 13)                   14,213    14,033       14,260       14,193    14,114 
Contributed surplus       216       215          119          113       111 
Retained earnings      12,977    12,512       11,986       11,381    11,117 
Accumulated other                                                           
 comprehensive                                                              
 income                   568       190          734          666        68 
----------------------------------------------------------------------------
Total shareholders'                                                         
 equity                27,974    26,950       27,099       26,353    25,410 
Non-controlling                                                             
 interest in                                                                
 subsidiaries           1,422     1,441        1,431        1,483     1,464 
----------------------------------------------------------------------------
Total Equity           29,396    28,391       28,530       27,836    26,874 
----------------------------------------------------------------------------
Total Liabilities                                                           
 and Equity          $542,248  $525,503  $   538,260  $   500,575  $502,036 
----------------------------------------------------------------------------
----------------------------------------------------------------------------
                                                                            
The accompanying notes are an integral part of these interim consolidated   
financial statements.                                                       



Interim Consolidated Financial Statements

Consolidated Statement of Changes in Equity



                                          For the three        For the nine 
(Unaudited) (Canadian $ in millions)       months ended        months ended 
----------------------------------------------------------------------------
                                      July 31,  July 31,  July 31,  July 31,
                                         2012      2011      2012      2011 
----------------------------------------------------------------------------
Preferred Shares                                                            
Balance at beginning of period       $  2,465  $  2,861  $  2,861  $  2,571 
Issued during the period                    -         -         -       290 
Redeemed during the period (Note 13)        -         -      (396)        - 
----------------------------------------------------------------------------
Balance at End of Period                2,465     2,861     2,465     2,861 
----------------------------------------------------------------------------
Common Shares                                                               
Balance at beginning of period         11,568     7,090    11,332     6,927 
Issued under the Shareholder                                                
 Dividend Reinvestment and Share                                            
 Purchase Plan                            169        43       367       135 
Issued under the Stock Option Plan          9        17        47        88 
Issued on the exchange of shares of                                         
 a subsidiary corporation                   2         -         2         - 
Issued on the acquisition of a                                              
 business (Note 8)                          -     4,103         -     4,103 
----------------------------------------------------------------------------
Balance at End of Period               11,748    11,253    11,748    11,253 
----------------------------------------------------------------------------
Contributed Surplus                                                         
Balance at beginning of period            215       101       113        91 
Stock option expense/exercised              1        10         7        20 
Foreign exchange on redemption of                                           
 preferred shares (Note 13)                 -         -        96         - 
----------------------------------------------------------------------------
Balance at End of Period                  216       111       216       111 
----------------------------------------------------------------------------
Retained Earnings                                                           
Balance at beginning of period         12,512    10,913    11,381    10,181 
Net income attributable to Bank                                             
 shareholders                             951       690     3,051     2,292 
Dividends                                                                   
  - Preferred shares                      (32)      (39)     (103)     (109)
  - Common shares                        (454)     (446)   (1,352)   (1,242)
Share issue expense                         -        (1)        -        (5)
----------------------------------------------------------------------------
Balance at End of Period               12,977    11,117    12,977    11,117 
----------------------------------------------------------------------------
Accumulated Other Comprehensive                                             
 Income on Available-for-Sale                                               
 Securities                                                                 
Balance at beginning of period            242       319       322       408 
Unrealized gains (losses) on                                                
 available-for-sale securities                                              
 arising during the period (net of                                          
 income tax (provision) recovery of                                         
 $(9), $(33), $(1) and $9)                 26        54         2        (5)
Reclassification to earnings of                                             
 (gains) losses in the period (net                                          
 of income tax provision (recovery)                                         
 of $14, $(1), $25 and $14)                14        (7)      (42)      (37)
----------------------------------------------------------------------------
Balance at End of Period                  282       366       282       366 
----------------------------------------------------------------------------
Accumulated Other Comprehensive                                             
 Income on Cash Flow Hedges                                                 
Balance at beginning of period             19       (99)      311         4 
Gains (losses) on cash flow hedges                                          
 arising during the period (net of                                          
 income tax (provision) recovery of                                         
 $(63), $(84), $17 and $(48))             177       208       (77)       98 
Reclassification to earnings of                                             
 (gains) losses on cash flow hedges                                         
 (net of income tax provision                                               
 (recovery) of $9, $(1), $24 and                                            
 $(2))                                    (29)        2       (67)        9 
----------------------------------------------------------------------------
Balance at End of Period                  167       111       167       111 
----------------------------------------------------------------------------
Accumulated Other Comprehensive                                             
 Income (Loss) on Translation of Net                                        
 Foreign Operations                                                         
Balance at beginning of period            (71)     (450)       33         - 
Unrealized gain (loss) on                                                   
 translation of net foreign                                                 
 operations                               260        64       138      (849)
Impact of hedging unrealized gain                                           
 (loss) on translation of net                                               
 foreign operations (net of income                                          
 tax (provision) recovery of $24,                                           
 $10, $18 and $(170))                     (70)      (23)      (52)      440 
----------------------------------------------------------------------------
Balance at End of Period                  119      (409)      119      (409)
----------------------------------------------------------------------------
Total Accumulated Other                                                     
 Comprehensive Income                     568        68       568        68 
----------------------------------------------------------------------------
Total Shareholders' Equity           $ 27,974  $ 25,410  $ 27,974  $ 25,410 
----------------------------------------------------------------------------
Non-controlling Interest in                                                 
 Subsidiaries                                                               
Balance at beginning of period          1,441     1,480     1,483     1,501 
Net income attributable to non-                                             
 controlling interest                      19        18        56        54 
Dividends to non-controlling                                                
 interest                                 (32)      (31)      (68)      (66)
Other                                      (6)       (3)      (49)      (25)
----------------------------------------------------------------------------
Balance at End of Period                1,422     1,464     1,422     1,464 
----------------------------------------------------------------------------
Total Equity                         $ 29,396  $ 26,874  $ 29,396  $ 26,874 
----------------------------------------------------------------------------
----------------------------------------------------------------------------
                                                                            
The accompanying notes are an integral part of these interim consolidated   
financial statements.                                                       



Interim Consolidated Financial Statements 

Consolidated Statement of Cash Flows



                                          For the three        For the nine 
(Unaudited) (Canadian $ in millions)       months ended        months ended 
----------------------------------------------------------------------------
                                      July 31,  July 31,  July 31,  July 31,
                                         2012      2011      2012      2011 
----------------------------------------------------------------------------
Cash Flows from Operating Activities                                        
Net income                           $    970  $    708  $  3,107  $  2,346 
Adjustments to determine net cash                                           
 flows provided by (used in)                                                
 operating activities                                                       
  Impairment write-down of                                                  
   securities, other than trading           2         1         5         2 
  Net (gain) on securities, other                                           
   than trading                           (16)      (31)     (101)     (130)
  Net (increase) decrease in trading                                        
   securities                           1,645       217      (123)   (1,595)
  Provision for credit losses (Note                                         
   3)                                     237       230       573       850 
  Change in derivative instruments                                          
    - (increase) decrease in                                                
     derivative asset                  (5,769)   (3,531)    2,161     1,452 
    - increase (decrease) in                                                
     derivative liability               6,769     2,546     2,743    (3,061)
  Amortization of premises and                                              
   equipment                               90        74       269       218 
  Amortization of intangible assets        86        58       251       150 
  Net (increase) decrease in                                                
   deferred income tax asset             (115)      223       401       108 
  Net (decrease) in deferred income                                         
   tax liability                          (16)     (195)     (123)     (230)
  Net (increase) decrease in current                                        
   income tax asset                     1,077       (63)      199       100 
  Net (decrease) in current income                                          
   tax liability                         (725)      (42)     (296)     (106)
  Change in accrued interest                                                
    - decrease in interest                                                  
     receivable                           182       168        89       160 
    - (decrease) in interest payable     (107)       (1)     (186)      (50)
  Changes in other items and                                                
   accruals, net                       (1,230)    2,877    (4,761)      225 
  Net increase in deposits             10,667     3,121    24,220    12,960 
  Net (increase) in loans              (6,507)     (571)  (14,027)   (4,223)
  Net increase (decrease) in                                                
   securities sold but not yet                                              
   purchased                           (1,412)    1,182     2,299     8,046 
  Net increase in securities lent or                                        
   sold under repurchase agreements       931     9,303    15,411     8,949 
  Net (increase) in securities                                              
   borrowed or purchased under                                              
   resale agreements                   (3,169)   (5,106)   (7,792)  (11,413)
----------------------------------------------------------------------------
Net Cash Provided by Operating                                              
 Activities                             3,590    11,168    24,319    14,758 
----------------------------------------------------------------------------
Cash Flows from Financing Activities                                        
Net increase (decrease) in                                                  
 liabilities of subsidiaries               24    (2,192)     (281)   (2,111)
Proceeds from issuance of Covered                                           
 Bonds (Note 10)                            -         -     2,000     1,500 
Repayment of subordinated debt (Note                                        
 11)                                   (1,200)        -    (1,200)        - 
Proceeds from issuance of                                                   
 subordinated debt (Note 11)                -         -         -     1,500 
Redemption of preferred shares (Note                                        
 13)                                        -         -      (396)        - 
Proceeds from issuance of preferred                                         
 shares (Note 13)                           -         -         -       290 
Redemption of Capital Trust                                                 
 Securities (Note 12)                       -         -      (400)     (400)
Share issue expense                         -        (1)        -        (5)
Proceeds from issuance of common                                            
 shares                                    12        19        53        93 
Cash dividends paid                      (318)     (444)   (1,092)   (1,221)
Cash dividends paid to non-                                                 
 controlling interest                     (32)      (31)      (68)      (66)
----------------------------------------------------------------------------
Net Cash (Used in) Financing                                                
 Activities                            (1,514)   (2,649)   (1,384)     (420)
----------------------------------------------------------------------------
Cash Flows from Investing Activities                                        
Net (increase) decrease in interest                                         
 bearing deposits with banks            1,063       307       (11)     (233)
Purchases of securities, other than                                         
 trading                               (9,978)   (4,589)  (29,590)  (13,733)
Maturities of securities, other than                                        
 trading                                3,291     2,069     9,272     9,584 
Proceeds from sales of securities,                                          
 other than trading                     2,815     3,171    12,268     8,153 
Proceeds from sales of land and                                             
 buildings                                  -         1         -         1 
Premises and equipment - net                                                
 purchases                               (105)     (137)     (260)     (247)
Purchased and developed software -                                          
 net purchases                            (93)      (69)     (245)     (187)
Purchase of Troubled Asset Relief                                           
 Program preferred shares and                                               
 warrants                                   -    (1,642)        -    (1,642)
Acquisitions (Note 8)                     (20)      789       (20)      683 
----------------------------------------------------------------------------
Net Cash Provided by (Used in)                                              
 Investing Activities                  (3,027)     (100)   (8,586)    2,379 
----------------------------------------------------------------------------
Effect of Exchange Rate Changes on                                          
 Cash and Cash Equivalents                426       207      (433)   (1,051)
----------------------------------------------------------------------------
Net Increase (Decrease) in Cash and                                         
 Cash Equivalents                        (525)    8,626    13,916    15,666 
Cash and Cash Equivalents at                                                
 Beginning of Period                   34,117    24,500    19,676    17,460 
----------------------------------------------------------------------------
Cash and Cash Equivalents at End of                                         
 Period                              $ 33,592  $ 33,126  $ 33,592  $ 33,126 
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Represented by:                                                             
Cash and non-interest bearing                                               
 deposits with Bank of Canada and                                           
 other banks                         $ 32,498  $ 31,684  $ 32,498  $ 31,684 
Cheques and other items in transit,                                         
 net                                    1,094     1,442     1,094  $  1,442 
----------------------------------------------------------------------------
                                     $ 33,592  $ 33,126  $ 33,592  $ 33,126 
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Supplemental Disclosure of Cash Flow                                        
 Information:                                                               
Net cash provided by (used in)                                              
 operating activities include:                                              
  Amount of Interest paid in the                                            
   period                            $  1,328  $  1,298  $  3,758  $  3,840 
  Amount of Income taxes paid                                               
   (received) in the period          $    (10) $    283  $    449  $    558 
  Amount of interest and dividend                                           
   income received in the period     $  3,601  $  3,227  $ 10,245  $  9,109 
----------------------------------------------------------------------------
----------------------------------------------------------------------------
                                                                            
The accompanying notes are an integral part of these interim consolidated   
financial statements.                                                       
                                                                            
                                                                            
Notes to Consolidated Financial Statements                                  
                                                                            
July 31, 2012 (Unaudited)                                                   
----------------------------------------------------------------------------



Note 1: Basis of Presentation

Bank of Montreal (the "bank"), is a public company incorporated in Canada having
its registered office in Montreal, Canada. The bank is a highly diversified
financial services provider and provides a broad range of retail banking, wealth
management and investment banking products and services. 


These interim consolidated financial statements have been prepared in accordance
with IAS 34 Interim Financial Reporting. This is the bank's first year of
reporting in accordance with International Financial Reporting Standards
("IFRS"), and accordingly IFRS 1 First-time Adoption of International Financial
Reporting Standards has been applied. We also comply with interpretations of
IFRS by our regulator the Office of the Superintendent of Financial Institutions
of Canada ("OSFI"). 


Our consolidated financial statements were previously prepared in accordance
with Canadian generally accepted accounting principles ("Canadian GAAP"), as
previously defined and as described in the notes to our annual consolidated
financial statements for the year ended October 31, 2011, on pages 119 to 180 of
our 2011 Annual Report. Canadian GAAP, as previously defined, differs in some
areas from IFRS. To comply with IFRS, we have amended certain accounting
policies, classification, measurement and disclosures previously applied in the
Canadian GAAP financial statements. Disclosure of our IFRS accounting policies,
significant estimates, future changes in IFRS standards and comparative
financial information including an opening balance sheet and impact on the
consolidated statement of cash flows as at the transition date are provided on
pages 40 to 78 in the notes to our interim consolidated financial statements for
the quarter ended April 30, 2012. During the quarter ended July 31, 2012, there
were no changes in our IFRS accounting policies. 


Note 19 contains reconciliations and descriptions of the effects of the
transition from Canadian GAAP to IFRS on the Consolidated Statement of Income,
Consolidated Statement of Comprehensive Income and Consolidated Statement of
Changes in Equity for the quarters ended July, 2011 and October, 2011. These
interim consolidated financial statements have been prepared in accordance with
the accounting policies we expect to use in our annual consolidated financial
statements for the year ended October 31, 2012. Those accounting policies are
based on the IFRSs that we expect to be applicable at that time. These interim
consolidated financial statements were authorized for issue by the Board of
Directors on August 28, 2012.


Note 2: Securities 

Unrealized Gains and Losses 

The following table summarizes the unrealized gains and losses on
available-for-sale securities:




                                                                    July 31,
(Canadian $ in millions)          Available-for-sale securities        2012 
----------------------------------------------------------------------------
                                                 Gross      Gross           
                                  Amortized unrealized unrealized       Fair
                                       cost      gains     losses      Value
----------------------------------------------------------------------------
Issued or guaranteed by:                                                    
 Canadian federal government         20,813        300          5     21,108
                                                                            
 Canadian provincial municipal                                              
  governments                         3,101         47         11      3,137
 U.S. federal government              8,479        226          -      8,705
 U.S. states, municipalities and                                            
  agencies                            3,882         72          7      3,947
 Other governments                    6,639         10          8      6,641
Mortgage-backed securities and                                              
 collateralized mortgage                                                    
 obligations - Canada (1)               646          6          -        652
Mortgage-backed securities and                                              
 collateralized mortgage                                                    
 obligations - U.S.                   6,345         70         19      6,396
Corporate debt                        7,291        134          9      7,416
Corporate equity                      1,229         69          3      1,295
----------------------------------------------------------------------------
Total                                58,425        934         62     59,297
----------------------------------------------------------------------------
----------------------------------------------------------------------------

                                                                 October 31,
(Canadian $ in millions)          Available-for-sale securities        2011 
----------------------------------------------------------------------------
                                                 Gross      Gross           
                                  Amortized unrealized unrealized       Fair
                                       cost      gains     losses      Value
----------------------------------------------------------------------------
Issued or guaranteed by:                                                    
 Canadian federal government         19,757        478         40     20,195
                                                                            
 Canadian provincial municipal                                              
  governments                         1,484         82         79      1,487
 U.S. federal government              4,498        172          -      4,670
 U.S. states, municipalities and                                            
  agencies                            3,553         76          2      3,627
 Other governments                    8,524         13          8      8,529
Mortgage-backed securities and                                              
 collateralized mortgage                                                    
 obligations - Canada (1)               856         18          -        874
Mortgage-backed securities and                                              
 collateralized mortgage                                                    
 obligations - U.S.                   5,022        106          2      5,126
Corporate debt                        5,455         56         15      5,496
Corporate equity                      1,352         78          8      1,422
----------------------------------------------------------------------------
Total                                50,501      1,079        154     51,426
----------------------------------------------------------------------------
----------------------------------------------------------------------------
(1)  These amounts are supported by guaranteed mortgages.                   



Note 3: Loans and Allowance for Credit Losses

Allowance for Credit Losses 

The allowance for credit losses recorded in our Consolidated Balance Sheet is
maintained at a level that we consider adequate to absorb credit-related losses
on our loans, customers' liability under acceptances and other credit
instruments. The portion related to other credit instruments is recorded in
other liabilities in our Consolidated Balance Sheet. As at July 31, 2012, there
was a $218 million ($176 million as at July 31, 2011) allowance for credit
losses related to other credit instruments included in other liabilities.


A continuity of our allowance for credit losses is as follows:



(Canadian $ in millions)                                                    
----------------------------------------------------------------------------
                                           Credit card,                     
                                             consumer                       
                                          instalment and                    
                         Residential          other          Business and   
                          mortgages       personal loans   government loans 
----------------------------------------------------------------------------
For the three months      July     July     July     July     July    July  
 ended                31, 2012 31, 2011 31, 2012 31, 2011 31, 2012 31, 2011 
----------------------------------------------------------------------------
Specific Allowance at                                                       
 beginning of period        60       68       59       59      419      427 
Specific provision for                                                      
 credit losses              43       19      169      159       17       67 
Recoveries                   4        1       39       34      153       26 
Write-offs                 (36)     (22)    (209)    (193)    (164)    (123)
Foreign exchange and                                                        
 other                       6        1        6        6      (78)      (9)
----------------------------------------------------------------------------
Specific Allowance at                                                       
 end of period              77       67       64       65      347      388 
----------------------------------------------------------------------------
                                                                            
Collective Allowance                                                        
 at beginning of                                                            
 period                     42       32      633      549      764      752 
Collective provision                                                        
 for credit losses          (2)      (1)     (23)       -       35      (12)
Foreign exchange and                                                        
 other                       -        -        -        -       12        6 
----------------------------------------------------------------------------
Collective Allowance                                                        
 at end of period           40       31      610      549      811      746 
----------------------------------------------------------------------------
Total Allowance            117       98      674      614    1,158    1,134 
----------------------------------------------------------------------------
Comprised of: Loans        110       98      674      614      947      958 
  Other credit                                                              
   instruments               7        -        -        -      211      176 
----------------------------------------------------------------------------
----------------------------------------------------------------------------
                                                                            

(Canadian $ in millions)                                  
----------------------------------------------------------
                          Customers'                      
                          liability                       
                      under acceptances       Total       
----------------------------------------------------------
For the three months      July     July     July     July 
 ended                31, 2012 31, 2011 31, 2012 31, 2011 
----------------------------------------------------------
Specific Allowance at                                     
 beginning of period         -        -      538      554 
Specific provision for                                    
 credit losses               -        -      229      245 
Recoveries                   -        -      196       61 
Write-offs                   -        -     (409)    (338)
Foreign exchange and                                      
 other                       -        -      (66)      (2)
----------------------------------------------------------
Specific Allowance at                                     
 end of period               -        -      488      520 
----------------------------------------------------------
                                                          
Collective Allowance                                      
 at beginning of                                          
 period                     26       38    1,465    1,371 
Collective provision                                      
 for credit losses          (2)      (2)       8      (15)
Foreign exchange and                                      
 other                       -        -       12        6 
----------------------------------------------------------
Collective Allowance                                      
 at end of period           24       36    1,485    1,362 
----------------------------------------------------------
Total Allowance             24       36    1,973    1,882 
----------------------------------------------------------
Comprised of: Loans         24       36    1,755    1,706 
  Other credit                                            
   instruments               -        -      218      176 
----------------------------------------------------------
----------------------------------------------------------
                                                          
(Canadian $ in millions)                                                    
----------------------------------------------------------------------------
                                           Credit card,                     
                                             consumer                       
                                          instalment and                    
                         Residential          other          Business and   
                          mortgages       personal loans   government loans 
----------------------------------------------------------------------------
For the nine months       July     July     July     July     July     July 
 ended                31, 2012 31, 2011 31, 2012 31, 2011 31, 2012 31, 2011 
----------------------------------------------------------------------------
Specific Allowance at                                                       
 beginning of period        74       52       59       47      426      481 
Specific provision for                                                      
 credit losses              85       79      513      498      (52)     260 
Recoveries                  54        4      118       94      444       72 
Write-offs                (126)     (64)    (620)    (580)    (438)    (368)
Foreign exchange and                                                        
 other                     (10)      (4)      (6)       6      (33)     (57)
----------------------------------------------------------------------------
Specific Allowance at                                                       
 end of period              77       67       64       65      347      388 
----------------------------------------------------------------------------
                                                                            
Collective Allowance                                                        
 at beginning of                                                            
 period                     36       23      565      477      817      839 
Collective provision                                                        
 for credit losses           4        8       45       72      (12)     (49)
Foreign exchange and                                                        
 other                       -        -        -        -        6      (44)
----------------------------------------------------------------------------
Collective Allowance                                                        
 at end of period           40       31      610      549      811      746 
----------------------------------------------------------------------------
Total Allowance            117       98      674      614    1,158    1,134 
----------------------------------------------------------------------------
Comprised of: Loans        110       98      674      614      947      958 
  Other credit                                                              
   instruments               7        -        -        -      211      176 
----------------------------------------------------------------------------
----------------------------------------------------------------------------
                                                                            

(Canadian $ in millions)                                  
----------------------------------------------------------
                          Customers'                      
                          liability                       
                      under acceptances       Total       
----------------------------------------------------------
For the nine months       July     July     July     July 
 ended                31, 2012 31, 2011 31, 2012 31, 2011 
----------------------------------------------------------
Specific Allowance at                                     
 beginning of period         -       10      559      590 
Specific provision for                                    
 credit losses               -      (10)     546      827 
Recoveries                   -        -      616      170 
Write-offs                   -        -   (1,184)  (1,012)
Foreign exchange and                                      
 other                       -        -      (49)     (55)
----------------------------------------------------------
Specific Allowance at                                     
 end of period               -        -      488      520 
----------------------------------------------------------
                                                          
Collective Allowance                                      
 at beginning of                                          
 period                     34       44    1,452    1,383 
Collective provision                                      
 for credit losses         (10)      (8)      27       23 
Foreign exchange and                                      
 other                       -        -        6      (44)
----------------------------------------------------------
Collective Allowance                                      
 at end of period           24       36    1,485    1,362 
----------------------------------------------------------
Total Allowance             24       36    1,973    1,882 
----------------------------------------------------------
Comprised of: Loans         24       36    1,755    1,706 
  Other credit                                            
   instruments               -        -      218      176 
----------------------------------------------------------
----------------------------------------------------------
                                                          
Interest income on impaired loans of $39 million and $112 million was       
recognized respectively, for the three and nine months ended July 31, 2012  
($22 million and $72 million, respectively, for the three and nine months   
ended July 31, 2011).                                                       



Purchased Loans 

We record all loans that we purchase at fair value on the day that we acquire
the loans. The fair value of the acquired loan portfolio includes an estimate of
the interest rate premium or discount on the loans calculated as the difference
between the contractual rate of interest on the loans and prevailing interest
rates (the "interest rate mark"). Also included in fair value is an estimate of
expected credit losses (the "credit mark") as of the acquisition date. The
credit mark consists of two components: an estimate of the amount of losses that
exist in the acquired loan portfolio on the acquisition date but that haven't
been specifically identified on that date (the "incurred credit mark") and an
amount that represents future expected losses (the "future credit mark"). As a
result of recording the loans at fair value, no allowance for credit losses is
recorded in our Consolidated Balance Sheet on the day we acquire the loans. Fair
value is determined by estimating the principal and interest cash flows expected
to be collected on the loans and discounting those cash flows at a market rate
of interest. We estimate cash flows expected to be collected based on specific
loan reviews for commercial loans. For retail loans, we use models that
incorporate management's best estimate of current key assumptions such as
default rates, loss severity, timing of prepayments and collateral.


Acquired loans are classified into the following categories: those that on the
acquisition date continued to make timely principal and interest payments (the
"purchased performing loans") and those which on the acquisition date the timely
collection of interest and principal was no longer reasonably assured (the
"purchased credit impaired loans" or "PCI" loans). Because purchased credit
impaired loans are recorded at fair value at acquisition based on the amount
expected to be collected, none of the purchased credit impaired loans are
considered to be impaired at acquisition. 


Subsequent to the acquisition date, we account for each type of loan as follows:

Purchased Performing Loans 

For performing loans with fixed terms, the interest rate mark and future credit
mark are fully amortized to net interest income over the expected life of the
loan using the effective interest method. Specific provisions for credit losses
are recorded as they arise in a manner that is consistent with our accounting
policy for originated loans. The incurred credit losses are re-measured at each
reporting period consistent with our methodology for the collective allowance,
with any increases recorded in the provision for credit losses. Decreases in
incurred credit losses are recorded in the provision for credit losses until the
accumulated collective allowance is exhausted. Any additional decreases are
recorded in net interest income. 


For loans with revolving terms, the interest rate mark as well as the incurred
and future credit marks are amortized into net interest income on a
straight-line basis over the contractual terms of the loans. As the incurred
credit mark amortizes, we record an allowance for credit losses at a level
appropriate to absorb credit-related losses on these loans, consistent with our
methodology for the collective allowance. 


As loans are repaid, the remaining unamortized credit mark related to those
loans is recorded in net interest income during the period that the loan is
repaid. 


As at July 31, 2012, the remaining credit mark on performing term loans,
revolving loans and other performing loans was $975 million, $354 million and
$28 million, respectively ($1,497 million, $589 million, and $47 million,
respectively as at October 31, 2011). Of the total credit mark for performing
loans of $1,357 million, $671 million will be amortized over the remaining life
of the portfolio. The portion that will not be amortized was $686 million, and
will be recognized in either net interest income or provisions for credit losses
as loans are repaid or changes in the credit quality of the portfolio occur.


Purchased Credit Impaired Loans 

Subsequent to the acquisition date, we regularly re-evaluate what we expect to
collect on the purchased credit impaired loans. Increases in expected cash flows
will result in a recovery in the provision for credit losses and either a
reduction in any previously recorded allowance for credit losses or, if no
allowance exists, an increase in the current carrying value of the purchased
loans. Decreases in expected cash flows will result in a charge to the specific
provision for credit losses and an increase to the allowance for credit losses.
For purchased credit impaired loans, the interest rate mark is amortized into
net interest income using the effective interest method over the effective life
of the loan. As loans are repaid, the remaining credit mark related to those
loans is recorded in the provision for credit losses during the period that the
loan is repaid. 


As at July 31, 2012, the remaining credit mark related to purchased credit
impaired loans was $619 million ($1,209 million as at October 31, 2011).


Unfunded Commitments and Letters of Credit Acquired 

As part of our purchase of Marshall & Ilsley Corporation ("M&I"), we recorded a
liability of $192 million related to unfunded commitments and letters of credit.
The total credit mark and interest rate mark associated with unfunded
commitments and letters of credit are amortized into net interest income on a
straight-line basis over the contractual term of the acquired liabilities. As
the credit mark is amortized, an appropriate collective allowance is recorded,
consistent with our methodology for the collective allowance. 


As at July 31, 2012, the remaining credit mark on unfunded commitments and
letters of credit was $124 million ($178 million as at October 31, 2011).


FDIC Covered Loans 

Loans acquired as part of our acquisition of AMCORE Bank are subject to a loss
share agreement with the Federal Deposit Insurance Corporation ("FDIC"). Under
this agreement, the FDIC reimburses us for 80% of the net losses we incur on
these loans. 


For the three and nine months ended July 31, 2012, we recorded new provisions
for credit losses and recoveries of $1 million and $2 million, respectively,
related to loans covered by the FDIC loss share agreement (provisions for credit
losses and recoveries of $5 million and $(10) million, respectively, for the
three and nine months ended July 31, 2011). These amounts are net of the amounts
expected to be reimbursed by the FDIC.


Note 4: Risk Management

We have an enterprise-wide approach to the identification, measurement,
monitoring and management of risks faced across the organization. The key
financial instruments risks are classified as credit and counterparty, market,
and liquidity and funding risk.


Credit and Counterparty Risk 

We are exposed to credit risk from the possibility that counterparties may
default on their financial obligations to us. Credit risk arises predominantly
with respect to loans, over-the-counter derivatives and other credit
instruments. This is the most significant measurable risk that we face.


Market Risk 

Market risk is the potential for adverse changes in the value of our assets and
liabilities resulting from changes in market variables such as interest rates,
foreign exchange rates, equity and commodity prices and their implied
volatilities, and credit spreads, as well as the risk of credit migration. We
incur market risk in our trading and underwriting activities and structural
banking activities.


Liquidity and Funding Risk 

Liquidity and funding risk is the potential for loss if we are unable to meet
financial commitments in a timely manner at reasonable prices as they fall due.
It is our policy to ensure that sufficient liquid assets and funding capacity
are available to meet financial commitments, including liabilities to depositors
and suppliers, and lending, investment and pledging commitments, even in times
of stress. Managing liquidity and funding risk is essential to maintaining both
depositor confidence and stability in earnings. 


Key measures as at July 31, 2012 are outlined in the Risk Management section on
pages 11 to 13 of Management's Discussion and Analysis of the Third Quarter
Report to Shareholders.


Note 5: Guarantees

In the normal course of business we enter into a variety of guarantees. The most
significant guarantees are as follows:


Standby Letters of Credit and Guarantees 

Standby letters of credit and guarantees represent our obligation to make
payments to third parties on behalf of another party if that party is unable to
make the required payments or meet other contractual requirements. The maximum
amount payable under standby letters of credit and guarantees totalled $11,893
million as at July 31, 2012 ($11,880 million as at October 31, 2011). The
majority have a term of one year or less. Collateral requirements for standby
letters of credit and guarantees are consistent with our collateral requirements
for loans. A large majority of these commitments expire without being drawn
upon. As a result, the total contractual amounts may not be representative of
the funding likely to be required for these commitments. 


As at July 31, 2012, $28 million ($45 million as at October 31, 2011) was
included in other liabilities related to guaranteed parties that were unable to
meet their obligation to third parties (See Note 3). No other amount was
included in our Consolidated Balance Sheet as at July 31, 2012 and October 31,
2011 related to these standby letters of credit and guarantees.


Backstop and Other Liquidity Facilities 

Backstop liquidity facilities are provided to asset-backed commercial paper
("ABCP") programs administered by either us or third parties as an alternative
source of financing in the event that such programs are unable to access ABCP
markets or when predetermined performance measures of the financial assets owned
by these programs are not met. The terms of the backstop liquidity facilities do
not require us to advance money to these programs in the event of bankruptcy of
the borrower. The facilities' terms are generally no longer than one year, but
can be several years. 


The maximum amount payable under these backstop and other liquidity facilities
totalled $4,537 million as at July 31, 2012 ($3,708 million as at October 31,
2011). As at July 31, 2012, $99 million was outstanding from facilities drawn in
accordance with the terms of the backstop liquidity facilities ($84 million as
at October 31, 2011).


Credit Enhancement Facilities 

Where warranted, we provide partial credit enhancement facilities to
transactions within ABCP programs administered by either us or third parties.
Credit enhancement facilities are included in backstop liquidity facilities.


Senior Funding Facilities 

In addition to our investment in the notes subject to the Montreal Accord, we
have provided a senior loan facility of $296 million as at July 31, 2012 ($300
million as at October 31, 2011). No amounts were drawn as at July 31, 2012 or
October 31, 2011.


Derivatives 

Certain of our derivative instruments meet the accounting definition of a
guarantee when they require the issuer to make payments to reimburse the holder
for a loss incurred because a debtor fails to make payment when due under the
terms of a debt instrument. In order to reduce our exposure to these
derivatives, we enter into contracts that hedge the related risks. 


Written credit default swaps require us to compensate a counterparty following
the occurrence of a credit event in relation to a specified reference
obligation, such as a bond or a loan. The maximum amount payable under credit
default swaps is equal to their notional amount of $29,721 million as at July
31, 2012 ($36,135 million as at October 31, 2011). The terms of these contracts
range from less than one year to 10 years. The fair value of the related
derivative liabilities included in derivative instruments in our Consolidated
Balance Sheet was $294 million as at July 31, 2012 ($880 million as at October
31, 2011).


Indemnification Agreements 

In the normal course of operations, we enter into various agreements that
provide general indemnifications. These indemnifications typically occur in
connection with sales of assets, securities offerings, service contracts,
membership agreements, clearing arrangements, derivatives contracts and leasing
transactions. As part of the acquisition of M&I, we acquired a securities
lending business that lends securities owned by clients to borrowers who have
been evaluated for credit risk using the same credit risk process that is
applied to loans and other credit assets. In connection with these activities,
we provide an indemnification to lenders against losses resulting from the
failure of the borrower to return loaned securities when due. All borrowings are
fully collateralized with cash or marketable securities. As securities are
loaned, collateral is maintained at a minimum of 100% of the fair value of the
securities and the collateral is revalued on a daily basis. The amount of
securities loaned subject to indemnification was $4,595 million as at July 31,
2012 ($5,139 million as at October 31, 2011). No amount was included in our
Consolidated Balance Sheet as at July 31, 2012 and October 31, 2011 related to
these indemnifications.


Note 6: Securitization

Periodically, we securitize loans to obtain alternate sources of funding.
Securitization involves selling loans to trusts ("securitization vehicles"),
which buy the loans and then issue either interest bearing or discounted
investor certificates.


The following table shows the carrying amounts related to securitization
activities with third parties that are recorded on our Consolidated Balance
Sheet, together with the associated liabilities, for each category of asset on
the balance sheet:




(Canadian $ in                      July 31,                     October 31,
 millions)                             2012 (1)(2)                     2011 
----------------------------------------------------------------------------
                       Carrying                        Carrying             
                      amount of  Associated           amount of  Associated 
                         assets liabilities              assets liabilities 
----------------------------------------------------------------------------
Available-for-sale                                                          
 securities               1,150                             874             
Residential                                                                 
 mortgages               10,491                          11,758             
----------------------------------------------------------------------------
                         11,641                          12,632             
Other Related Assets      8,084                           8,004             
----------------------------------------------------------------------------
Total                    19,725      19,684              20,636      20,462 
----------------------------------------------------------------------------
----------------------------------------------------------------------------
(1)  The fair value of the securitized assets is $19,943 million and the    
     fair value of the associated liabilities is $20,190 million, for a net 
     position of $(247) million. Securitized assets are those which the bank
     has transferred to third parties and include other related assets.     
(2)  During the three and nine months ended July 31, 2012, we sold $998     
     million and $3,337 million of loans to third-party securitization      
     programs ($1,003 million and $3,156 million for the three and nine     
     months ended July 31, 2011).                                           



The other related assets represent payments received on account of loans pledged
under securitization that have not been applied against the associated
liabilities. The payments received are held on behalf of the investors in the
securitization vehicles until principal payments are required to be made on the
associated liabilities. In order to compare all assets supporting the associated
liabilities, this amount is added to the carrying value of the securitized
assets in the above table.


Note 7: Special Purpose Entities

Total assets in our unconsolidated special purpose entities ("SPEs") and our
exposure to losses are summarized in the following table:




(Canadian $ in millions)                                       July 31, 2012
----------------------------------------------------------------------------
                                                             Exposure  Total
                                                              to loss assets
                           -------------------------------------------------
                               Undrawn                                      
                            facilities Securities Derivative                
                                   (1)       held     assets    Total       
----------------------------------------------------------------------------
Unconsolidated SPEs                                                         
Canadian customer                                                           
 securitization vehicles                                                    
 (2)                             3,760        257          -    4,017  3,394
Structured finance vehicles                                                 
 (3)                                na      9,663          -    9,663 23,679
----------------------------------------------------------------------------
Total                            3,760      9,920          -   13,680 27,073
----------------------------------------------------------------------------
----------------------------------------------------------------------------

(Canadian $ in millions)                                    October 31, 2011
----------------------------------------------------------------------------
                                                             Exposure  Total
                                                              to loss assets
                           -------------------------------------------------
                               Undrawn                                      
                            facilities Securities Derivative                
                                   (1)       held     assets    Total       
----------------------------------------------------------------------------
Unconsolidated SPEs                                                         
Canadian customer                                                           
 securitization vehicles                                                    
 (2)                             3,012        343          2    3,357  2,450
Structured finance vehicles                                                 
 (3)                                na      7,331          -    7,331 19,117
----------------------------------------------------------------------------
Total                            3,012      7,674          2   10,688 21,567
----------------------------------------------------------------------------
----------------------------------------------------------------------------
(1)  These facilities are backstop liquidity facilities provided to our     
     Canadian customer securitization vehicles. None of the backstop        
     liquidity facilities provided to our Canadian customer securitization  
     vehicles related to credit support as at July 31, 2012 and October 31, 
     2011. No amounts have been drawn as at July 31, 2012 and October 31,   
     2011.                                                                  
(2)  Securities held in our Canadian customer securitization vehicles are   
     comprised of asset-backed commercial paper and are classified as       
     trading securities and available-for-sale securities. Assets held by   
     all these vehicles relate to assets in Canada.                         
(3)  We enter into derivative contracts with third-party investment funds to
     provide their investors with specified exposures. We hedge our risk to 
     these derivative exposures by investing in the investment funds.       
na - not applicable                                                         



Total assets in our consolidated SPEs and our exposure to losses are summarized
in the following table:




(Canadian $ in                                                              
 millions)                                                     July 31, 2012
----------------------------------------------------------------------------
                                                            Exposure   Total
                                                             to loss  assets
                ------------------------------------------------------------
                                 Drawn                                      
                            facilities                                      
                    Undrawn  and loans Securities Derivative   Total        
                 facilities   provided       held     assets     (1)        
----------------------------------------------------------------------------
Consolidated                                                                
 SPEs                                                                       
Canadian                                                                    
 customer                                                                   
 securitization                                                             
 vehicles                11          -        559          -     570     584
U.S customer                                                                
 securitization                                                             
 vehicle              4,081         64          -          -   4,145   3,474
Bank                                                                        
 securitization                                                             
 vehicles (2)         2,550          -        379         24   2,953   8,095
Credit                                                                      
 protection                                                                 
 vehicle - Apex                                                             
 (3)                  1,030          -      1,376        201   2,607   2,225
Structured                                                                  
 investment                                                                 
 vehicles                50      1,842          -          -   1,892   1,902
Capital and                                                                 
 funding trusts       2,907     11,762        842         99  15,610  15,001
----------------------------------------------------------------------------
Total                10,629     13,668      3,156        324  27,777  31,281
----------------------------------------------------------------------------
----------------------------------------------------------------------------

(Canadian $ in                                                              
 millions)                                                  October 31, 2011
----------------------------------------------------------------------------
                                                            Exposure   Total
                                                             to loss  assets
                ------------------------------------------------------------
                                 Drawn                                      
                            facilities                                      
                    Undrawn  and loans Securities Derivative   Total        
                 facilities   provided       held     assets     (1)        
----------------------------------------------------------------------------
Consolidated                                                                
 SPEs                                                                       
Canadian                                                                    
 customer                                                                   
 securitization                                                             
 vehicles                20          -         89          -     109      89
U.S customer                                                                
 securitization                                                             
 vehicle              3,775        116          -          5   3,896   3,348
Bank                                                                        
 securitization                                                             
 vehicles (2)         5,100          -        548         94   5,742  10,787
Credit                                                                      
 protection                                                                 
 vehicle - Apex                                                             
 (3)                  1,030          -      1,208        601   2,839   2,219
Structured                                                                  
 investment                                                                 
 vehicles                91      2,940          -         19   3,050   2,940
Capital and                                                                 
 funding trusts       2,459      8,596      1,162         94  12,311  12,520
----------------------------------------------------------------------------
Total                12,475     11,652      3,007        813  27,947  31,903
----------------------------------------------------------------------------
----------------------------------------------------------------------------
(1)  We consolidate the SPEs in the table and as a result, all intercompany 
     balances and transactions between the bank and the consolidated SPEs   
     are eliminated upon consolidation.                                     
(2)  Included in other liabilities is $7,766 million of ABCP and term asset-
     backed securities funding our bank securitization vehicles ($10,292    
     million in 2011).                                                      
(3)  As at July 31, 2012 and October 31, 2011, we have hedged our exposure  
     to our holdings of notes as well as the first $515 million of exposure 
     under the senior funding facility.                                     



Note 8: Acquisitions

We account for acquisitions of businesses using the acquisition method. The cost
of an acquisition is measured at the fair value of the consideration, including
contingent consideration. Acquisition-related costs are recognized as an expense
in the period in which they are incurred. The acquired identifiable assets,
liabilities and contingent consideration are measured at their fair values at
the date of acquisition. Goodwill is measured as the excess of the aggregate of
the consideration transferred over the net of the amounts of identifiable assets
acquired and liabilities assumed. The results of operations of acquired
businesses are included in our consolidated financial statements beginning on
the date of acquisition.


CTC Consulting, LLC. ("CTC") 

On June 11, 2012, we completed the acquisition of United States-based CTC
Consulting, LLC. for cash consideration of $20 million subject to a post-closing
adjustment based on equity. Acquisition costs of less than $1 million were
expensed in non-interest expense, other expenses. The acquisition of CTC will
help us to expand and enhance our manager research and advisory capabilities and
investment offering to ultra-high-net-worth clients and select multi-family
offices and wealth advisors. This will allow us to further strengthen and expand
our presence in the United States. As part of the acquisition, we acquired a
customer relationship intangible asset that is being amortized on an accelerated
basis over 15 years. Goodwill related to this acquisition is not deductible for
tax purposes. CTC is part of our Private Client Group reporting segment.


Marshall & Ilsley Corporation ("M&I") 

On July 5, 2011, we completed the acquisition of Milwaukee-based Marshall &
Ilsley Corporation for consideration of approximately $4.1 billion (US $4.3
billion) paid in common shares, with fractional entitlements to our common
shares paid in cash. Each common share of M&I was exchanged for 0.1257 of a
common share, resulting in the issuance of approximately 67 million common
shares. The value of our common shares was arrived at using the market price of
the shares on the date of closing. In addition, immediately prior to the
completion of the transaction, we purchased M&I's Troubled Asset Relief Program
preferred shares and warrants from the U.S. Treasury for $1.6 billion (US $1.7
billion). Acquisition costs of $86 million were expensed in non-interest
expense, other expenses. The acquisition of M&I allows us to strengthen our
competitive position in the U.S. Midwest markets. As part of this acquisition,
we acquired a core deposit intangible asset that is being amortized on an
accelerated basis over a period of 10 years, a customer relationship intangible
asset which is being amortized on an accelerated basis over a period of 15
years, a credit card portfolio intangible asset which is being amortized on an
accelerated basis over a period of 15 years, and a trade name intangible asset
which is being amortized on an accelerated basis over a period of five years.
Goodwill related to this acquisition is not deductible for tax purposes. M&I is
part of our Personal and Commercial Banking U.S., Private Client Group, BMO
Capital Markets and Corporate Services reporting segments. Goodwill was
allocated to these segments except for Corporate Services.


Lloyd George Management ("LGM") 

On April 28, 2011, we completed the acquisition of all outstanding voting shares
of Hong Kong-based Lloyd George Management, for cash consideration of $82
million subject to a post-closing adjustment based on working capital, plus
contingent consideration based on meeting certain revenue thresholds over three
years. We included contingent consideration of approximately $13 million in the
purchase price that is expected to be paid in future years related to this
acquisition. During the year ended October 31, 2011, we increased the purchase
price by $15 million to $110 million based on a revaluation of net assets
acquired and finalization of working capital adjustments. During the quarter
ended July 31, 2012, we decreased our estimate of the contingent consideration
to $5 million, resulting in a gain of $3 million ($8 million as at October 31,
2011, resulting in a gain of $5 million). Acquisition costs of $5 million were
expensed in non-interest expense, other expenses. The acquisition of LGM allows
us to expand our investment management capabilities in Asia and emerging markets
to meet clients' growing demand for global investment strategies. As part of
this acquisition, we acquired a customer relationship intangible asset which is
being amortized on a straight-line basis over a period of 15 years. Goodwill
related to this acquisition is not deductible for tax purposes. LGM is part of
our Private Client Group reporting segment.


The following acquisitions will close in subsequent quarters:

COFCO Trust Co. 

On August 1, 2012, we acquired a 19.99% interest in COFCO Trust Co., a
subsidiary of COFCO Group, one of China's largest state-owned enterprises with
operations across a variety of sectors, including agriculture and financial
services. The investment provides an important opportunity for us to expand our
offering to high net worth and institutional clients in China. COFCO Trust Co.
will be part of our Private Client Group reporting segment.


Asian Wealth Management Business 

On April 24, 2012, the bank reached a definitive agreement to acquire an
Asian-based wealth management business. Based in Hong Kong and Singapore, the
business provides private banking services to high net worth individuals in the
Asia-Pacific region. This acquisition provides an important opportunity for us
to expand our offering to high net worth individuals in the Asia Pacific region.
The deal is subject to regulatory approval. This Asian Wealth Management
Business will be part of our Private Client Group reporting segment.


The estimated fair values of the assets acquired and the liabilities assumed at
the date of acquisition are as follows:




(Canadian $ in millions)                              2012              2011
----------------------------------------------------------------------------
                                                       CTC      LGM      M&I
----------------------------------------------------------------------------
Cash resources (1)                                       2       11    2,839
Securities                                               -        3    5,980
Loans                                                    -        -   29,046
Premises and equipment                                   1        -      431
Goodwill                                                 6       70    1,958
Intangible assets                                       11       31      649
Deferred tax assets                                      -        -    2,160
Other assets                                             2       21    2,265
----------------------------------------------------------------------------
Total assets                                            22      136   45,328
----------------------------------------------------------------------------
Deposits                                                 -        -   33,800
Other liabilities                                        2       26    7,417
----------------------------------------------------------------------------
Total liabilities                                        2       26   41,217
----------------------------------------------------------------------------
Purchase price                                          20      110    4,111
----------------------------------------------------------------------------
----------------------------------------------------------------------------
The allocation of the purchase price for CTC is subject to refinement as we 
complete the valuation of the assets acquired and liabilities assumed.      
                                                                            
(1)  Cash resources, acquired through the M&I acquisition include cash and  
     cash equivalents and interest bearing deposits.                        



Note 9: Goodwill 

When we complete an acquisition, we allocate the purchase price paid to the
assets acquired, including identifiable intangible assets and the liabilities
assumed. Any excess of the consideration transferred over the fair value of
those net assets is considered to be goodwill. Goodwill is not amortized. 


There were no write-downs of goodwill due to impairment during the three and
nine months ended July 31, 2012 and the year ended October 31, 2011.


A continuity of our goodwill by cash generating unit for the year ended October
31, 2011 and the nine months ended July 31, 2012 is as follows:




                                                     Personal and           
                                                       Commercial           
(Canadian $ in millions)                                  Banking           
----------------------------------------------------------------------------
                                         P&C       P&C               Client 
                                      Canada      U.S.      Total Investing 
----------------------------------------------------------------------------
Goodwill as at November 1, 2010          123     1,020      1,143        68 
Acquisitions during the period             -     1,478      1,478         - 
Other (1)                                 (1)       47         46         - 
----------------------------------------------------------------------------
Goodwill as at October 31, 2011          122     2,545      2,667        68 
Acquisitions during the period             -         -          -         - 
Other (1)                                  -        61         61         - 
----------------------------------------------------------------------------
Goodwill as at July 31, 2012           122(2)  2,606(3)     2,728      68(4)
----------------------------------------------------------------------------
----------------------------------------------------------------------------

                                                                     Private
                                                                      Client
(Canadian $ in millions)                                               Group
----------------------------------------------------------------------------
                                   Investment   Private                     
                                     Products   Banking  Insurance     Total
----------------------------------------------------------------------------
Goodwill as at November 1, 2010           216        77          2       363
Acquisitions during the period            157       257          -       414
Other (1)                                   4        10          -        14
----------------------------------------------------------------------------
Goodwill as at October 31, 2011           377       344          2       791
Acquisitions during the period              -         6          -         6
Other (1)                                   4         9          -        13
----------------------------------------------------------------------------
Goodwill as at July 31, 2012            381(5)    359(6)         2       810
----------------------------------------------------------------------------
----------------------------------------------------------------------------

                                          BMO          
                                      Capital          
(Canadian $ in millions)              Markets     Total
-------------------------------------------------------
                                                       
-------------------------------------------------------
Goodwill as at November 1, 2010           113     1,619
Acquisitions during the period             76     1,968
Other (1)                                   2        62
-------------------------------------------------------
Goodwill as at October 31, 2011           191     3,649
Acquisitions during the period              -         6
Other (1)                                   3        77
-------------------------------------------------------
Goodwill as at July 31, 2012            194(7)    3,732
-------------------------------------------------------
-------------------------------------------------------
(1)  Other changes in goodwill included the effects of translating goodwill 
     denominated in foreign currencies into Canadian dollars and purchase   
     accounting adjustments related to prior-year purchases.                
(2)  Relates primarily to Moneris Solutions Corporate, bcpbank Canada and   
     Diners Club.                                                           
(3)  Relates primarily to New Lenox State Bank, First National Bank of      
     Joliet, Household Bank branches, Mercantile Bancorp, Inc., Villa Park  
     Trust Savings Bank, First National Bank & Trust, Ozaukee Bank,         
     Merchants and Manufacturers Bancorporation, Inc., AMCORE and M&I.      
(4)  Relates to BMO Nesbitt Burns Corporation Limited.                      
(5)  Relates to Guardian Group of Funds Ltd., Pyrford International plc,    
     Integra GRS, LGM and M&I.                                              
(6)  Relates primarily to Harris myCFO, Inc. and Stoker Ostler Wealth       
     Advisors, Inc. M&I and CTC.                                            
(7)  Relates to Gerard Klauer Mattison Co., Inc., BMO Nesbitt Burns         
     Corporation Limited, Griffin, Kubik, Stephens & Thompson, Inc., Paloma 
     Securities LLC and M&I.                                                



Note 10: Deposits



                          Payable on demand                                 
             ------------------------------------------                     
(Canadian $                                                    Payable      
 in millions)   Interest bearing   Non-interest bearing     after notice    
----------------------------------------------------------------------------
                  July     October     July     October     July     October
              31, 2012    31, 2011 31, 2012    31, 2011 31, 2012    31, 2011
----------------------------------------------------------------------------
Deposits by:                                                                
 Banks             735         747      612         541    3,101       2,423
 Businesses                                                                 
  and                                                                       
  governments                                                               
  (1)           15,700      11,839   20,313      18,769   39,400      37,953
 Individuals     4,991       7,170   10,242       9,438   63,391      59,313
----------------------------------------------------------------------------
Total (2) (3)   21,426      19,756   31,167      28,748  105,892      99,689
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Booked In                                                                   
 Canada         19,730      18,845   23,678      21,059   57,456      51,340
 United                                                                     
  States         1,406         496    7,375       7,562   47,694      47,767
 Other                                                                      
  Countries        290         415      114         127      742         582
----------------------------------------------------------------------------
Total           21,426      19,756   31,167      28,748  105,892      99,689
----------------------------------------------------------------------------
----------------------------------------------------------------------------

                                                       
                                                       
(Canadian $        Payable on                          
 in millions)     a fixed date            Total        
-------------------------------------------------------
                  July     October     July     October
              31, 2012    31, 2011 31, 2012    31, 2011
-------------------------------------------------------
Deposits by:                                           
 Banks          18,866      17,166   23,314      20,877
 Businesses                                            
  and                                                  
  governments                                          
  (1)          108,285      90,648  183,698     159,209
 Individuals    43,332      46,366  121,956     122,287
-------------------------------------------------------
Total (2) (3)  170,483     154,180  328,968     302,373
-------------------------------------------------------
-------------------------------------------------------
Booked In                                              
 Canada         95,375      96,434  196,239     187,678
 United                                                
  States        60,198      43,881  116,673      99,706
 Other                                                 
  Countries     14,910      13,865   16,056      14,989
-------------------------------------------------------
Total          170,483     154,180  328,968     302,373
-------------------------------------------------------
-------------------------------------------------------
(1)  Included in business and government deposits payable on a fixed date   
     are Covered Bond issuances of EUR1 billion maturing in January 2013,   
     US$2 billion maturing in October 2014, US$2 billion maturing in June   
     2015, US$1.5 billion maturing in January 2016 and US$2 billion maturing
     in January 2017 and which pay interest of 4.25%, 1.30%, 2.85%, 2.63%   
     and 1.95%, respectively (October 31, 2011 - EUR1 billion maturing in   
     January 2013, US$2 billion maturing in October 2014, US$2 billion      
     maturing in June 2015 and US$1.5 billion maturing in January 2016 and  
     which pay interest of 4.25%, 1.30%, 2.85% and 2.63% respectively).     
(2)  Includes structured notes designated under the fair value option.      
(3)  As at July 31, 2012 and October 31, 2011, total deposits payable on a  
     fixed date included $20,737 million and $18,190 million, respectively, 
     of federal funds purchased, commercial paper issued and other deposit  
     liabilities.                                                           



During the quarter ended July 31, 2012 and 2011, we did not issue any Covered
Bonds. 


During the quarter ended January 31, 2012, we issued US$2.0 billion Covered
Bond-Series 5. This deposit pays interest of 1.95% and matures on January 30,
2017. 


During the quarter ended January 31, 2011, we issued US$1.5 billion Covered
Bond-Series 3. This deposit pays interest of 2.63% and matures on January 25,
2016. 


Deposits payable on demand are comprised primarily of our customers' chequing
accounts, some of which we pay interest on. Our customers need not notify us
prior to withdrawing money from their chequing accounts. 


Deposits payable after notice are comprised primarily of our customers' savings
accounts, on which we pay interest. 


Deposits payable on a fixed date are comprised of: 

- Various investment instruments purchased by our customers to earn interest
over a fixed period, such as term deposits and guaranteed investment
certificates. The terms of these deposits can vary from one day to 10 years. 


- Federal funds purchased, which are overnight borrowings of other banks' excess
reserve funds at a United States Federal Reserve Bank. As at July 31, 2012, we
had borrowed $803 million of federal funds ($831 million as at October 31,
2011). 


- Commercial paper, which totalled $4,701 million as at July 31, 2012 ($3,804
million as at October 31, 2011). 


- Covered bonds, which totalled $9,104 million as at July 31, 2012 ($7,087
million as at October 31, 2011). 


The following table presents the maturity schedule for our deposits payable on a
fixed date:




(Canadian $ in millions)                      Payable on a fixed date (2)   
----------------------------------------------------------------------------
                                                    July 31,     October 31,
                                                       2012            2011 
----------------------------------------------------------------------------
Within 1 year                                       129,195         106,655 
1 to 2 years                                          9,077          15,944 
2 to 3 years                                         13,210          10,107 
3 to 4 years                                          5,847           7,078 
4 to 5 years                                          9,099           8,644 
Over 5 years (1)                                      4,055           5,752 
----------------------------------------------------------------------------
Total (1)                                           170,483         154,180 
----------------------------------------------------------------------------
----------------------------------------------------------------------------
                                                                            
(1) Includes structured notes designated under the fair value option.       
                                                                            
(2) Includes $143,850 million of deposits, each greater than one hundred    
thousand dollars, of which $75,678 million were booked in Canada, $53,260   
million were booked in the United States and $14,912 million were booked in 
other countries ($125,083 million, $75,712 million, $35,505 million and     
$13,866 million, respectively, in 2011). Of the $75,678 million of deposits 
booked in Canada, $32,673 million mature in less than three months, $5,639  
million mature in three to six months, $9,110 million mature in six to 12   
months and $28,256 million mature after 12 months ($75,712 million, $33,582 
million, $1,846 million, $6,154 million and $34,130 million, respectively,  
in 2011). We have liquid assets of $169,806 million to support these and    
other deposit liabilities ($147,771 million in 2011). A portion of these    
liquid assets have been pledged.                                            



Note 11: Subordinated Debt

During the quarter ended July 31, 2012, we redeemed all of our Series D
Medium-Term Notes-Tranche 2 at a redemption amount equal to $1,000, representing
an aggregate redemption of $1,200 million, plus unpaid accrued interest to, but
excluding, the date fixed for redemption. 


During the quarter ended April 30, 2011, we issued $1.5 billion of subordinated
debt under our Canadian Medium-Term Note Program. The issue, Series G
Medium-Term Notes, First Tranche, is due July 8, 2021. Interest on this issue is
payable semi-annually at a fixed rate of 3.979% until July 8, 2016, and at a
floating rate equal to the rate on three month Bankers' Acceptances plus 1.09%,
paid quarterly, thereafter to maturity. This issue is redeemable at our option
with the prior approval of the Office of Superintendent of Financial
Institutions of Canada ("OSFI") at par commencing July 8, 2016.


Note 12: Capital Trust Securities

During the quarter ended July 31, 2012 and 2011, we did not issue or redeem any
Capital Trust Securities. 


During the quarter ended January 31, 2012, we redeemed all of our BMO Capital
Trust securities - Series C ("BMO BOaTs - Series C") at a redemption amount
equal to $1,000 for an aggregate redemption of $400 million, plus unpaid
distributions. 


During the quarter ended January 31, 2011, we redeemed all of our BMO Capital
Trust Securities - Series B ("BMO BOaTs - Series B") at a redemption amount
equal to $1,000, for an aggregate redemption of $400 million, plus unpaid
distributions.


Note 13: Share Capital

During the quarter ended July 31, 2012 and 2011, we did not issue or redeem any
preferred shares. 


During the quarter ended April 30, 2012, we redeemed all of our U.S dollar
denominated Non-Cumulative Perpetual Class B Preferred Shares Series 10, at a
price of US$25.00 per share plus all declared and unpaid dividends up to but
excluding the date fixed for redemption. We recognized a gain of $96 million in
contributed surplus related to foreign exchange upon redemption. 


During the quarter ended July 31, 2011, we issued 66,519,673 common shares to
M&I shareholders as consideration for the acquisition of M&I.


During the quarter ended April 30, 2011, we issued 11,600,000 3.9%
Non-Cumulative 5-year Rate Reset Class B Preferred Shares, Series 25, at a price
of $25.00 per share, representing an aggregate issue price of $290 million. 


We did not repurchase any shares under our previous normal course issuer bid,
which expired on December 15, 2011. 


Share Capital Outstanding (1)



(Canadian $                                                                 
 in                                                                         
 millions,                                                                  
 except as                                                                  
 noted)           July 31, 2012   October 31, 2011                          
----------------------------------------------------------------------------
                  Number             Number                                 
                      of                 of                                 
                  shares Amount      shares Amount Convertible into...      
----------------------------------------------------------------------------
Preferred                                                                   
 Shares -                                                                   
 Classified                                                                 
 as Equity                                                                  
                                                                            
 Class B -     8,000,000    200   8,000,000    200 -                        
  Series 5                                                                  
                                                                            
 Class B -             -      -  12,000,000    396 common shares (3)        
  Series 10                                                                 
  (2)                                                                       
                                                                            
 Class B -    14,000,000    350  14,000,000    350 -                        
  Series 13                                                                 
                                                                            
 Class B -    10,000,000    250  10,000,000    250 -                        
  Series 14                                                                 
                                                                            
 Class B -    10,000,000    250  10,000,000    250 -                        
  Series 15                                                                 
                                                                            
 Class B -    12,000,000    300  12,000,000    300 preferred shares - class 
  Series 16                                        B - series 17 (4)        
                                                                            
 Class B -     6,000,000    150   6,000,000    150 preferred shares - class 
  Series 18                                        B - series 19 (4)        
                                                                            
 Class B -    11,000,000    275  11,000,000    275 preferred shares - class 
  Series 21                                        B - series 22 (4)        
                                                                            
 Class B -    16,000,000    400  16,000,000    400 preferred shares - class 
  Series 23                                        B - series 24 (4)        
                                                                            
 Class B -    11,600,000    290  11,600,000    290 preferred shares - class 
  Series 25                                        B - series 26 (4)        
----------------------------------------------------------------------------
                          2,465              2,861                          
Common                                                                      
 Shares      646,938,251 11,748 638,999,563 11,332                          
----------------------------------------------------------------------------
Share                                                                       
 Capital                 14,213             14,193                          
----------------------------------------------------------------------------
----------------------------------------------------------------------------
(1)  For additional information refer to Notes 20 and 22 to our consolidated
     financial statements for the year ended October 31, 2011 on pages 154  
     to 158 of our 2011 Annual Report.                                      
(2)  Face value is US$300 million.                                          
(3)  The number of shares issuable on conversion is not determinable until  
     the date of conversion.                                                
(4)  If converted, the holders have the option to convert back to the       
     original preferred shares on subsequent redemption dates.              
(5)  The stock options issued under the stock option plan are convertible   
     into 16,936,838 common shares as at July 31, 2012 (16,989,499 common   
     shares as at October 31, 2011).                                        



Note 14: Capital Management

Our objective is to maintain a strong capital position in a cost-effective
structure that: considers our target regulatory capital ratios and internal
assessment of required economic capital; is consistent with our targeted credit
ratings; underpins our operating groups' business strategies; and builds
depositor confidence and long-term shareholder value. 


We have met OSFI's stated minimum capital ratios requirement as at July 31,
2012. Our capital position as at July 31, 2012 is detailed in the Capital
Management section on page 16 of Management's Discussion and Analysis of the
Third Quarter Report to Shareholders.


Note 15: Employee Compensation

Stock Options 

During the nine months ended July 31, 2012, we granted a total of 2,526,345
stock options (5,475,545 stock options during the nine months ended July 31,
2011). The weighted-average fair value of options granted during the nine months
ended July 31, 2012 was $5.54 per option ($3.87 per option for the nine months
ended July 31, 2011, of which, the weighted fair value of options granted as
part of M&I acquisition was $2.22, for a total of 3,676,632 stock options). 


To determine the fair value of the stock option tranches (i.e. the 25% portion
that vests each year) on the grant date, the following ranges of values were
used for each option pricing assumption:




For stock options granted during the nine months      July 31,      July 31,
 ended                                                   2012          2011 
----------------------------------------------------------------------------
Expected dividend yield                              6.8%-7.2%     5.5%-6.4%
Expected share price volatility                    21.3%-22.3%   18.7%-22.8%
Risk-free rate of return                             1.5%-1.8%     1.3%-3.0%
Expected period until exercise (in years)             5.5-7.0       4.6-7.0 
----------------------------------------------------------------------------
----------------------------------------------------------------------------
                                                                            
Changes to the input assumptions can result in different fair value         
estimates.                                                                  



Pension and Other Employee Future Benefit Expenses 

Pension and other employee future benefit expenses are determined as follows:



(Canadian $ in millions)                                                    
----------------------------------------------------------------------------
                                                            Other employee  
                                         Pension benefit    future benefit  
                                              plans             plans       
----------------------------------------------------------------------------
                                         July 31, July 31, July 31, July 31,
For the three months ended                  2012     2011     2012     2011 
----------------------------------------------------------------------------
Benefits earned by employees                  50       41        5        5 
Interest cost on accrued benefit                                            
 liability                                    67       63       13       14 
Actuarial loss recognized in expense           -        -        -        - 
Plan amendment costs recognized in                                          
 expense                                       -       25        -       (1)
Expected return on plan assets               (79)     (81)      (2)      (1)
----------------------------------------------------------------------------
Benefits expense                              38       48       16       17 
Canada and Quebec pension plan expense        16       15        -        - 
Defined contribution expense                   2        2        -        - 
----------------------------------------------------------------------------
Total pension and other employee future                                     
 benefit expenses                             56       65       16       17 
----------------------------------------------------------------------------
----------------------------------------------------------------------------
                                                                            
(Canadian $ in millions)                                                    
----------------------------------------------------------------------------
                                                            Other employee  
                                         Pension benefit    future benefit  
                                              plans             plans       
----------------------------------------------------------------------------
                                         July 31, July 31, July 31, July 31,
For the nine months ended                   2012     2011     2012     2011 
----------------------------------------------------------------------------
Benefits earned by employees                 142      118       14       16 
Interest cost on accrued benefit                                            
 liability                                   199      189       39       40 
Actuarial loss recognized in expense           1        -        -        - 
Plan amendment costs recognized in                                          
 expense                                       -       25       (2)      (3)
Expected return on plan assets              (236)    (243)      (4)      (3)
----------------------------------------------------------------------------
Benefits expense                             106       89       47       50 
Canada and Quebec pension plan expense        56       53        -        - 
Defined contribution expense                   7        7        -        - 
----------------------------------------------------------------------------
Total pension and other employee future                                     
 benefit expenses                            169      149       47       50 
----------------------------------------------------------------------------
----------------------------------------------------------------------------



Note 16: Earnings Per Share

The following tables present the bank's basic and diluted earnings per share:



Basic earnings per share                                                    
                                                                            
(Canadian $ in millions, except as        For the three      For the nine   
 noted)                                    months ended      months ended   
----------------------------------------------------------------------------
                                         July 31, July 31, July 31, July 31,
                                            2012     2011     2012     2011 
----------------------------------------------------------------------------
Net income attributable to Bank                                             
 shareholders                                951      690    3,051    2,292 
Dividends on preferred share                 (32)     (39)    (103)    (109)
----------------------------------------------------------------------------
Net income available to common                                              
 shareholders                                919      651    2,948    2,183 
----------------------------------------------------------------------------
Average number of common shares                                             
 outstanding (in thousands)              645,715  589,999  642,748  575,548 
----------------------------------------------------------------------------
Basic earnings per share (Canadian $)       1.42     1.10     4.59     3.80 
----------------------------------------------------------------------------
----------------------------------------------------------------------------
                                                                            
Diluted earnings per share                                                  
                                                                            
(Canadian $ in millions, except as        For the three      For the nine   
 noted)                                    months ended      months ended   
----------------------------------------------------------------------------
                                         July 31, July 31, July 31, July 31,
                                            2012     2011     2012     2011 
----------------------------------------------------------------------------
Net income available to common                                              
 shareholders adjusted for dilution                                         
 effect                                      919      660    2,957    2,213 
----------------------------------------------------------------------------
Average number of common shares                                             
 outstanding (in thousands)              645,715  589,999  642,748  575,548 
----------------------------------------------------------------------------
Convertible shares                            75   11,602    4,054   13,943 
Stock options potentially exercisable                                       
 (1)                                       5,161    8,172    6,781    8,871 
Common shares potentially repurchased     (4,111)  (6,087)  (5,550)  (6,563)
----------------------------------------------------------------------------
Average diluted number of common shares                                     
 outstanding (in thousands)              646,840  603,686  648,033  591,799 
----------------------------------------------------------------------------
Diluted earnings per share (Canadian $)     1.42     1.09     4.56     3.74 
----------------------------------------------------------------------------
----------------------------------------------------------------------------
(1)  In computing diluted earnings per share we excluded average stock      
     options outstanding of 9,143,126 and 6,328,013 with a weighted-average 
     exercise price of $107.49 and $132.92, respectively, for the three and 
     nine months ended July 31, 2012 (2,291,209 and 2,365,484 with a        
     weighted-average exercise price of $139.93 and $102.30, respectively,  
     for the three and nine months ended July 31, 2011) as the average share
     price for the period did not exceed the exercise price.                



Basic Earnings per Share 

Our basic earnings per share is calculated by dividing our net income, after
deducting total preferred shares dividends by the daily average number of fully
paid common shares outstanding throughout the period. 


Diluted Earnings per Share 

Diluted earnings per share represents what our earnings per share would have
been if instruments convertible into common shares that had the impact of
reducing our earnings per share had been converted either at the beginning of
the period for instruments that were outstanding at the beginning of the period
or from the date of issue for instruments issued during the period.


Convertible Shares 

In determining diluted earnings per share, we increase net income available to
common shareholders by dividends paid on convertible preferred shares and
interest on capital trust securities as these distributions would not have been
paid if the instruments had been converted at the beginning of the period.
Similarly, we increase the average number of common shares outstanding by the
number of shares that would have been issued had the conversion taken place at
the beginning of the period.


Employee Stock Options 

In determining diluted earnings per share, we increase the average number of
common shares outstanding by the number of shares that would have been issued if
all stock options with a strike price below the average share price for the
period had been exercised. When performance targets have not been met, affected
options are excluded from the calculation. We also decrease the average number
of common shares outstanding by the number of our common shares that we could
have repurchased if we had used the proceeds from the exercise of stock options
to repurchase them on the open market at the average share price for the period.
We do not adjust for stock options with a strike price above the average share
price for the period because including them would increase our earnings per
share, not dilute it.


Note 17: Operating and Geographic Segmentation 

Operating Groups 

We conduct our business through three operating groups, each of which has a
distinct mandate. We determine our operating groups based on our management
structure and therefore these groups, and results attributed to them, may not be
comparable with those of other financial services companies. We evaluate the
performance of our groups using measures such as net income, revenue growth,
return on equity, net economic profit and non-interest expense-to-revenue
(productivity) ratio, as well as cash operating leverage.


Personal and Commercial Banking 

Personal and Commercial Banking ("P&C") is comprised of two operating segments:
Personal and Commercial Banking Canada and Personal and Commercial Banking U.S.


Personal and Commercial Banking Canada 

Personal and Commercial Banking Canada ("P&C Canada") offers a broad range of
products and services to personal and business customers, including solutions
for everyday banking, financing, investing, credit cards and creditor insurance,
as well as a broad suite of commercial and financial advisory services, through
an integrated network of branches, telephone banking, online and mobile banking
and automated banking machines as well as expertise from mortgage specialists,
financial planners and small business bankers. Effective in the first quarter of
2012, Private Client Group and P&C Canada have entered into a revised agreement
sharing the financial results related to retail Mutual Fund sales. Prior periods
have been restated.


Personal and Commercial Banking U.S. 

Personal and Commercial Banking U.S. ("P&C U.S.") offers a broad range of
products and services to personal and business clients in select U.S. Midwest
markets, Arizona and Florida through branches and direct banking channels such
as telephone banking, online banking and a network of automated banking
machines. 


Private Client Group 

Private Client Group ("PCG"), our group of wealth management businesses, serves
a full range of client segments, from mainstream to ultra-high net worth, as
well as select institutional markets, with a broad offering of wealth management
products and solutions including insurance products. PCG operates in both Canada
and the United States, as well as in Asia and Europe. Effective in the first
quarter of 2012, PCG and P&C Canada have entered into a revised agreement
sharing the financial results related to retail Mutual Fund sales. Prior periods
have been restated.


BMO Capital Markets 

BMO Capital Markets ("BMO CM") combines all of our businesses serving corporate,
institutional and government clients. In Canada and the United States, these
clients span a broad range of industry sectors. BMO CM also serves clients in
the United Kingdom, Europe, Asia and Australia. BMO CM offers clients financial
solutions, including equity and debt underwriting, corporate lending and project
financing, mergers and acquisitions, advisory services, merchant banking,
securitization, treasury and market risk management, debt and equity research
and institutional sales and trading.


Corporate Services 

Corporate Services includes the corporate units that provide enterprise-wide
expertise and governance support in areas such as Technology and Operations
("T&O"), strategic planning, legal and compliance, finance, internal audit, risk
management, corporate communications, economics, corporate marketing and human
resources. Operating results include revenues and expenses associated with
certain securitization and asset-liability management activities, the
elimination of taxable equivalent adjustments, the impact of our expected loss
provisioning methodology, the results from certain impaired loan portfolios, the
impact of certain fair value adjustments, and integration and restructuring
costs relating to the M&I acquisition. 


T&O manages, maintains and provides governance over our information technology,
operations services, real estate and sourcing. T&O focuses on enterprise-wide
priorities that improve quality and efficiency to deliver an excellent customer
experience. 


Operating results for T&O are included with Corporate Services for reporting
purposes. However, costs of T&O services are transferred to the three operating
groups and only minor amounts are retained. As such, results for Corporate
Services largely reflect the activities outlined above. 


Corporate Services also includes residual revenues and expenses representing the
differences between actual amounts earned or incurred and the amounts allocated
to operating groups. 


Operating results for the structured credit vehicles are included within
Corporate Services for reporting purposes from November 1, 2010 onwards.
Previously they were recorded in BMO Capital Markets.


Basis of Presentation 

The results of these operating segments are based on our internal financial
reporting systems. The accounting policies used in these segments are generally
consistent with those followed in the preparation of our consolidated financial
statements as disclosed in our interim consolidated financial statements for the
quarter ended April 30, 2012. Notable accounting measurement differences are the
taxable equivalent basis adjustment and the provisions for credit losses, as
described below.


Taxable Equivalent Basis 

We analyze net interest income on a taxable equivalent basis ("teb") at the
operating group level. This basis includes an adjustment which increases
revenues and the provision for income taxes by an amount that would raise
revenues on certain tax-exempt securities to a level that incurs tax at the
statutory rate. The operating groups' teb adjustments are eliminated in
Corporate Services.


Provisions for Credit Losses 

Provisions for credit losses are generally allocated to each group based on
expected losses for that group. Differences between expected loss provisions and
provisions required under IFRS are included in Corporate Services.


Acquisition of Marshall & Ilsley Corporation 

Commencing on July 5, 2011, our P&C U.S., PCG, BMO CM and Corporate Services
segments include a portion of M&I's acquired business. Within Corporate Services
we have included the fair value adjustments for credit losses on the M&I loan
portfolio and the valuation of loans and deposits at current market rates. Upon
acquisition, Corporate Services also included approximately $1.5 billion of
certain M&I stressed real estate - secured assets, comprised primarily of
commercial real estate loans. Corporate Services results will include any
changes in our estimate of credit losses as well as adjustments to net interest
income. The operating groups' results will reflect the provision for credit
losses on an expected loss basis and net interest income based on the
contractual rates for loans and deposits.


Impaired Real Estate-Secured Loans 

During the quarter ended July 31, 2011, approximately $1 billion of impaired
real estate-secured loans comprised primarily of commercial real estate loans
were transferred to Corporate Services from P&C U.S. to allow our businesses to
focus on ongoing customer relationships and leverage our risk management
expertise in our special assets management unit. 


Inter-Group Allocations 

Various estimates and allocation methodologies are used in the preparation of
the operating groups' financial information. We allocate expenses directly
related to earning revenue to the groups that earned the related revenue.
Expenses not directly related to earning revenue, such as overhead expenses, are
allocated to operating groups using allocation formulas applied on a consistent
basis. Operating group net interest income reflects internal funding charges and
credits on the groups' assets, liabilities and capital, at market rates, taking
into account relevant terms and currency considerations. The offset of the net
impact of these charges and credits is reflected in Corporate Services.


Geographic Information 

We operate primarily in Canada and the United States but we also have operations
in the United Kingdom, Europe, the Caribbean and Asia, which are grouped in
Other countries. We allocated our results by geographic region based on the
location of the unit responsible for managing the related assets, liabilities,
revenues and expenses, except for the consolidated provision for credit losses,
which is allocated based upon the country of ultimate risk.


Our results and average assets, grouped by operating segment, are as follows:



(Canadian $ in millions)                                                    
----------------------------------------------------------------------------
                                                          Corporate         
For the three months          P&C     P&C                  Services         
 ended July 31, 2012 (2)   Canada    U.S.     PCG  BMO CM       (1)    Total
----------------------------------------------------------------------------
Net interest income         1,087     612     132     317        77    2,225
Non-interest revenue          469     139     546     489        10    1,653
----------------------------------------------------------------------------
Total Revenue               1,556     751     678     806        87    3,878
Provision for credit          143      85       4      25       (20)     237
 losses                                                                     
Amortization                   37      48      17      11        63      176
Non-interest expense          758     429     527     469       125    2,308
----------------------------------------------------------------------------
Income before taxes and                                                     
 non-controlling interest                                                   
 in subsidiaries              618     189     130     301       (81)   1,157
Income taxes                  165      60      21      69      (128)     187
Non-controlling interest                                                    
 in subsidiaries                -       -       -       -        19       19
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Net Income                    453     129     109     232        28      951
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Average Assets            163,706  61,987  20,660 259,055    48,814  554,222
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Goodwill (As At)              122   2,606     810     194         -    3,732
----------------------------------------------------------------------------
----------------------------------------------------------------------------
                                                                            
                                                          Corporate         
For the three months          P&C     P&C                  Services         
 ended July 31, 2011 (2)   Canada    U.S.     PCG  BMO CM       (1)    Total
----------------------------------------------------------------------------
Net interest income         1,095     397     114     317      (120)   1,803
Non-interest revenue          447      88     508     505       (31)   1,517
----------------------------------------------------------------------------
Total Revenue               1,542     485     622     822      (151)   3,320
Provision for credit                                                        
 losses                       137      52       3      29         9      230
Amortization                   35      27      10       7        52      131
Non-interest expense          750     267     478     448       147    2,090
----------------------------------------------------------------------------
Income before taxes and                                                     
 non-controlling interest                                                   
 in subsidiaries              620     139     131     338      (359)     869
Income taxes                  177      49      27      68      (160)     161
Non-controlling interest                                                    
 in subsidiaries                -       -       -       -        18       18
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Net Income                    443      90     104     270      (217)     690
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Average Assets            154,514  38,953  17,799 215,223    40,494  466,983
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Goodwill (As At)              121   2,384     754     183         -    3,442
----------------------------------------------------------------------------
----------------------------------------------------------------------------
                                                                            
(Canadian $ in millions)                                                    
----------------------------------------------------------------------------
                                                          Corporate         
For the nine months ended     P&C     P&C                  Services         
 July 31, 2012 (2)         Canada    U.S.     PCG  BMO CM       (1)    Total
----------------------------------------------------------------------------
Net interest income         3,259   1,842     424     912       226    6,663
Non-interest revenue        1,376     422   1,692   1,455       346    5,291
----------------------------------------------------------------------------
Total Revenue               4,635   2,264   2,116   2,367       572   11,954
Provision for credit                                                        
 losses                       422     254      11      73      (187)     573
Amortization                  114     141      49      30       186      520
Non-interest expense        2,270   1,298   1,605   1,404       440    7,017
----------------------------------------------------------------------------
Income before taxes and                                                     
 non-controlling interest                                                   
 in subsidiaries            1,829     571     451     860       133    3,844
Income taxes                  484     184      92     205      (228)     737
Non-controlling interest                                                    
 in subsidiaries                -       -       -       -        56       56
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Net Income                  1,345     387     359     655       305    3,051
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Average Assets            160,158  61,782  20,053 252,049    49,531  543,573
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Goodwill (As At)              122   2,606     810     194         -    3,732
----------------------------------------------------------------------------
----------------------------------------------------------------------------
                                                                            
                                                          Corporate         
For the nine months ended     P&C     P&C                  Services         
 July 31, 2011 (2)         Canada    U.S.     PCG  BMO CM       (1)    Total
----------------------------------------------------------------------------
Net interest income         3,263     974     333     956      (314)   5,212
Non-interest revenue        1,347     211   1,546   1,650       155    4,909
----------------------------------------------------------------------------
Total Revenue               4,610   1,185   1,879   2,606      (159)  10,121
Provision for credit                                                        
 losses                       409     123       7      89       222      850
Amortization                  105      64      27      21       151      368
Non-interest expense        2,235     694   1,395   1,389       228    5,941
----------------------------------------------------------------------------
Income before taxes and                                                     
 non-controlling interest                                                   
 in subsidiaries            1,861     304     450   1,107      (760)   2,962
Income taxes                  527     107     111     348      (477)     616
Non-controlling interest                                                    
 in subsidiaries                -       -       -       -        54       54
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Net Income                  1,334     197     339     759      (337)   2,292
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Average Assets            152,817  32,529  16,825 208,229    39,383  449,783
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Goodwill (As At)              121   2,384     754     183         -    3,442
----------------------------------------------------------------------------
----------------------------------------------------------------------------
(1)  Corporate Services includes Technology and Operations.                 
(2)  Operating groups report on a taxable equivalent basis - see Basis of   
     Presentation section.                                                  
                                                                            
Prior periods have been restated to give effect to the current period's     
organizational structure and presentation changes.                          



Our results and average assets, allocated by geographic region, are as follows:



(Canadian $ in millions)                                                    
----------------------------------------------------------------------------
For the three months ended July                 United      Other           
 31, 2012                             Canada    States  Countries      Total
----------------------------------------------------------------------------
Net interest income                    1,351       856         18      2,225
Non-interest revenue                   1,073       497         83      1,653
----------------------------------------------------------------------------
Total Revenue                          2,424     1,353        101      3,878
Provision for credit losses              104       135         (2)       237
Amortization                             102        72          2        176
Non-interest expense                   1,356       888         64      2,308
----------------------------------------------------------------------------
Income before taxes and non-                                                
 controlling interest in                                                    
 subsidiaries                            862       258         37      1,157
Income taxes                             142        54         (9)       187
Non-controlling interest in                                                 
 subsidiaries                             14         5          -         19
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Net Income                               706       199         46        951
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Average Assets                       338,213   195,293     20,716    554,222
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Goodwill (As At)                         447     3,192         93      3,732
----------------------------------------------------------------------------
----------------------------------------------------------------------------
                                                                            
For the three months ended July                 United      Other           
31, 2011                              Canada    States  Countries      Total
----------------------------------------------------------------------------
Net interest income                    1,377       422          4      1,803
Non-interest revenue                   1,141       329         47      1,517
----------------------------------------------------------------------------
Total Revenue                          2,518       751         51      3,320
Provision for credit losses              133        93          4        230
Amortization                              90        40          1        131
Non-interest expense                   1,372       676         42      2,090
----------------------------------------------------------------------------
Income before taxes and non-                                                
 controlling interest in                                                    
 subsidiaries                            923       (58)         4        869
Income taxes                             193       (36)         4        161
Non-controlling interest in                                                 
 subsidiaries                             13         5          -         18
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Net Income                               717       (27)         -        690
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Average Assets                       302,766   143,537     20,680    466,983
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Goodwill (As At)                         439     2,915         88      3,442
----------------------------------------------------------------------------
----------------------------------------------------------------------------
                                                                            
                                                                            
For the nine months ended July 31,              United      Other           
2012                                  Canada    States  Countries      Total
----------------------------------------------------------------------------
Net interest income                    4,003     2,617         43      6,663
Non-interest revenue                   3,530     1,413        348      5,291
----------------------------------------------------------------------------
Total Revenue                          7,533     4,030        391     11,954
Provision for credit losses              456       119         (2)       573
Amortization                             299       216          5        520
Non-interest expense                   4,199     2,656        162      7,017
----------------------------------------------------------------------------
Income before taxes and non-                                                
 controlling interest in                                                    
 subsidiaries                          2,579     1,039        226      3,844
Income taxes                             459       284         (6)       737
Non-controlling interest in                                                 
 subsidiaries                             41        15          -         56
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Net Income                             2,079       740        232      3,051
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Average Assets                       329,897   193,183     20,493    543,573
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Goodwill (As At)                         447     3,192         93      3,732
----------------------------------------------------------------------------
----------------------------------------------------------------------------
                                                                            
For the nine months ended July 31,              United      Other           
2011                                  Canada    States  Countries      Total
----------------------------------------------------------------------------
Net interest income                    4,062     1,151         (1)     5,212
Non-interest revenue                   3,669       966        274      4,909
----------------------------------------------------------------------------
Total Revenue                          7,731     2,117        273     10,121
Provision for credit losses              496       331         23        850
Amortization                             268        97          3        368
Non-interest expense                   4,112     1,683        146      5,941
----------------------------------------------------------------------------
Income before taxes and non-                                                
 controlling interest in                                                    
 subsidiaries                          2,855         6        101      2,962
Income taxes                             624       (19)        11        616
Non-controlling interest in                                                 
 subsidiaries                             40        14          -         54
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Net Income                             2,191        11         90      2,292
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Average Assets                       298,827   129,701     21,255    449,783
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Goodwill (As At)                         439     2,915         88      3,442
----------------------------------------------------------------------------
----------------------------------------------------------------------------
                                                                            
Prior periods have been restated to give effect to the current period's     
organizational structure and presentation changes.                          



Note 18: Financial Instruments

Book Value and Fair Value of Financial Instruments 

Set out in the following table are the amounts that would be reported if all of
our financial instrument assets and liabilities were reported at their fair
values. Refer to the notes to our interim consolidated financial statements for
the quarter ended April 30, 2012 on pages 42, 43 and 65 for further discussion
on the determination of fair value.




(Canadian $ in                          July 31,                October 31, 
 millions)                                 2012                       2011  
----------------------------------------------------------------------------
                                            Fair                       Fair 
                                           value                      value 
                                            over                       over 
                                         (under)                    (under) 
                          Book    Fair      book     Book     Fair     book 
                         value    value    value    value    value    value 
----------------------------------------------------------------------------
Assets                                                                      
Cash and cash                                                               
 equivalents            33,592   33,592        -   19,676   19,676        - 
Interest bearing                                                            
 deposits with banks     5,995    5,995        -    5,980    5,980        - 
Securities             130,219  130,365      146  122,115  122,263      148 
Securities borrowed or                                                      
 purchased under                                                            
 resale agreements      45,535   45,535        -   37,970   37,970        - 
Loans                                                                       
  Residential                                                               
   mortgages            85,595   86,559      964   81,075   82,337    1,262 
  Consumer instalment                                                       
   and other personal   60,792   60,351     (441)  59,445   58,682     (763)
  Credit cards           7,837    7,837        -    8,038    8,038        - 
  Business and                                                              
   governments          92,870   92,092     (778)  84,883   83,951     (932)
----------------------------------------------------------------------------
                       247,094  246,839     (255) 233,441  233,008     (433)
Customers' liability                                                        
 under acceptances       8,013    7,984      (29)   7,227    7,180      (47)
Allowance for credit                                                        
 losses                 (1,755)  (1,755)       -   (1,783)  (1,783)       - 
----------------------------------------------------------------------------
Total loans and                                                             
 customers' liability                                                       
 under acceptances,                                                         
 net of allowance for                                                       
 credit losses         253,352  253,068     (284) 238,885  238,405     (480)
Derivative instruments  52,263   52,263        -   55,113   55,113        - 
Premises and equipment   2,059    2,059        -    2,061    2,061        - 
Goodwill                 3,732    3,732        -    3,649    3,649        - 
Intangible assets        1,572    1,572        -    1,562    1,562        - 
Current tax assets       1,141    1,141        -    1,319    1,319        - 
Deferred tax assets      3,000    3,000        -    3,355    3,355        - 
Other assets             9,788    9,788        -    8,890    8,950       60 
----------------------------------------------------------------------------
                       542,248  542,110     (138) 500,575  500,303     (272)
----------------------------------------------------------------------------
Liabilities                                                                 
Deposits               328,968  329,227      259  302,373  302,617      244 
Derivative instruments  53,132   53,132        -   50,934   50,934        - 
Acceptances              8,013    8,013        -    7,227    7,227        - 
Securities sold but                                                         
 not yet purchased      22,523   22,523        -   20,207   20,207        - 
Securities lent or                                                          
 sold under repurchase                                                      
 agreements             47,145   47,145        -   32,078   32,078        - 
Current tax                                                                 
 liabilities               294      294        -      591      591        - 
Deferred tax                                                                
 liabilities               191      191        -      314      314        - 
Other liabilities       48,029   48,639      610   52,846   53,673      827 
Subordinated debt        4,107    4,290      183    5,348    5,507      159 
Capital trust                                                               
 securities                450      625      175      821      982      161 
Equity                  29,396   29,396        -   27,836   27,836        - 
----------------------------------------------------------------------------
                       542,248  543,475    1,227  500,575  501,966    1,391 
----------------------------------------------------------------------------
Total fair value                                                            
 adjustment                               (1,365)                    (1,663)
----------------------------------------------------------------------------
----------------------------------------------------------------------------



Financial Instruments Designated at Fair Value 

A portion of our structured note liabilities has been designated at fair value
through profit or loss and are accounted for at fair value, which aligns the
accounting result with the way the portfolio is managed. The change in fair
value of these structured notes was an increase in non-interest revenue, trading
revenues of $4 million and $32 million, respectively, for the three and nine
months ended July 31, 2012 (decrease of $76 million and $31 million,
respectively, for the three and nine months ended July 31, 2011). This includes
an increase of $24 million and a decrease of $7 million, respectively, for the
three and nine months ended July 31, 2012 attributable to changes in our credit
spread (increase of $6 million and decrease of $1 million, respectively, for the
three and nine months ended July 31, 2011). We recognized offsetting amounts on
derivatives and other financial instrument contracts that are held to hedge
changes in the fair value of these structured notes. 


The change in fair value related to changes in our credit spread that has been
recognized since they were designated at fair value through profit or loss to
July 31, 2012 was an unrealized gain of $14 million. Starting in 2009, we hedged
the exposure to changes in our credit spreads. 


The fair value and amount due at contractual maturity of these structured notes
as at July 31, 2012 were $4,463 million and $4,503 million, respectively ($4,301
million and $4,572 million, respectively, as at October 31, 2011). These
structured notes are recorded in Other Liabilities in our Consolidated Balance
Sheet. 


We designate certain insurance investments at fair value through profit or loss
since the actuarial calculation of insurance liabilities is based on the fair
value of the investments supporting them. This designation aligns the accounting
result with the way the portfolio is managed. The fair value of these
investments as at July 31, 2012 of $5,491 million ($4,965 million as at October
31, 2011) is recorded in Trading Securities in our Consolidated Balance Sheet.
The impact of recording these investments at fair value through profit or loss
was an increase of $119 million and $252 million in non-interest revenue,
insurance income, respectively, for the three and nine months ended July 31,
2012 (increase of $107 million and $88 million in non-interest revenue,
respectively, for the three and nine months ended July 31, 2011). Changes in the
insurance liability balances are also recorded in non-interest revenue,
insurance income. 


We designate the obligation related to certain annuity contracts at fair value
through profit or loss, which eliminates a measurement inconsistency that would
otherwise arise from measuring the annuity liabilities and offsetting changes in
the fair value of the investments supporting them on a different basis. The fair
value of these annuity liabilities as at July 31, 2012 of $304 million ($214
million as at October 31, 2011) is recorded in Other Liabilities in our
Consolidated Balance Sheet. The change in fair value of these annuity
liabilities resulted in a decrease of $10 million and $21 million in
non-interest revenue, insurance income, respectively, for the three and nine
months ended July 31, 2012 (increase of $17 million and $25 million,
respectively, for the three and nine months ended July 31, 2011). Changes in the
fair value of investments backing these annuity liabilities are also recorded in
non-interest revenue, insurance income. 


We designate investments held by our credit protection vehicle and our
structured investment vehicle at fair value through profit or loss, which aligns
the accounting result with the way the portfolio is managed. The fair value of
these investments as at July 31, 2012 of $4,154 million ($5,266 million as at
October 31, 2011) is recorded in Trading Securities in our Consolidated Balance
Sheet. The impact of recording these at fair value through profit or loss was a
decrease in non-interest revenue, trading revenues of $11 million and an
increase of $53 million, respectively, for the three and nine months ended July
31, 2012 (decrease of $49 million and an increase of $62 million, respectively,
for the three and nine months ended July 31, 2011). We recognized offsetting
amounts on derivative contracts that are held to hedge changes in the fair value
of these investments.


Note liabilities issued by our credit protection vehicle and our structured
investment vehicle have been designated at fair value through profit or loss and
are accounted for at fair value. This eliminates a measurement inconsistency
that would otherwise arise from measuring the note liabilities and offsetting
changes in the fair value of investments and derivatives on a different basis.
The fair value of these note liabilities as at July 31, 2012 of $850 million
($784 million as at October 31, 2011) is recorded in Other Liabilities in our
Consolidated Balance Sheet. The change in fair value of these note liabilities
resulted in a decrease of $24 million and $132 million, respectively, in
non-interest revenue, trading revenues for the three and nine months ended July
31, 2012 (decrease of $11 million and $161 million, respectively, for the three
and nine months ended July 31, 2011). 


We designate certain investments held in our merchant banking business at fair
value through profit or loss, which aligns the accounting result with the way
the portfolio is managed. The fair value of these investments as at July 31,
2012 of $660 million ($577 million as at October 31, 2011) is recorded in
Securities in our Consolidated Balance Sheet. The impact of recording these
investments at fair value through profit or loss was a decrease in non-interest
revenue, trading revenues of $14 million and $40 million, respectively, for the
three and nine months ended July 31, 2012 (increase of $0.3 million and a
decrease of $23 million, respectively, for the three and nine months ended July
31, 2011).


Fair Value Hierarchy 

We use a fair value hierarchy to categorize the inputs we use in valuation
techniques to measure fair value. The extent of our use of quoted market prices
(Level 1), internal models using observable market information as inputs (Level
2) and internal models without observable market information as inputs (Level 3)
in the valuation of securities, fair value liabilities, derivative assets and
derivative liabilities was as follows:




                                                                    July 31,
(Canadian $ in millions)                                               2012 
----------------------------------------------------------------------------
                                                          Valued      Valued
                                              Valued       using       using
                                               using      models      models
                                              quoted       (with    (without
                                              market  observable  observable
                                              prices     inputs)     inputs)
----------------------------------------------------------------------------
Trading Securities                                                          
  Issued or guaranteed by:                                                  
    Canadian federal government               12,260         901           -
    Canadian provincial and municipal                                       
     governments                               3,114       2,430           -
    U.S. federal government                    7,669           -           -
    U.S. states, municipalities and                                         
     agencies                                      -         232           -
    Other governments                            543           -           -
  Mortgage-backed securities and                                            
   collateralized mortgage obligations           372         634         395
  Corporate debt                               6,964       5,462       1,319
  Corporate equity                            22,544       5,206           -
----------------------------------------------------------------------------
                                              53,466      14,865       1,714
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Available-for-Sale Securities                                               
  Issued or guaranteed by:                                                  
    Canadian federal government               21,108           -           -
    Canadian provincial and municipal                                       
     governments                               2,840         297           -
    U.S. federal government                    8,705           -           -
    U.S. states, municipalities and                                         
     agencies                                    386       3,553           8
    Other governments                          5,818         823           -
  Mortgage-backed securities and                                            
   collateralized mortgage obligations         3,572       3,476           -
  Corporate debt                               4,567       2,806          43
  Corporate equity                               183         155         957
----------------------------------------------------------------------------
                                              47,179      11,110       1,008
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Other Securities                                 144           -         516
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Fair Value Liabilities                                                      
  Securities sold but not yet purchased       22,523           -           -
  Structured notes and other note                                           
   liabilities                                     -       5,313           -
----------------------------------------------------------------------------
                                              22,523       5,313           -
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Derivative Assets                                                           
  Interest rate contracts                         10      40,836           4
  Foreign exchange contracts                      53       9,173           -
  Commodity contracts                          1,386         117           -
  Equity contracts                                52         296           6
  Credit default swaps                             -         286          44
----------------------------------------------------------------------------
                                               1,501      50,708          54
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Derivative Liabilities                                                      
  Interest rate contracts                         11      39,500          22
  Foreign exchange contracts                      20       9,028           3
  Commodity contracts                          1,739         307           -
  Equity contracts                                73       2,097          38
  Credit default swaps                             -         292           2
----------------------------------------------------------------------------
                                               1,843      51,224          65
----------------------------------------------------------------------------
----------------------------------------------------------------------------

                                                                 October 31,
(Canadian $ in millions)                                               2011 
----------------------------------------------------------------------------
                                                          Valued      Valued
                                              Valued       using       using
                                               using      models      models
                                              quoted       (with    (without
                                              market  observable  observable
                                              prices     inputs)     inputs)
----------------------------------------------------------------------------
Trading Securities                                                          
  Issued or guaranteed by:                                                  
    Canadian federal government               14,012          21           -
    Canadian provincial and municipal                                       
     governments                               5,896         129           -
    U.S. federal government                    5,875           -           -
    U.S. states, municipalities and                                         
     agencies                                    389         212           -
    Other governments                          1,149           -           -
  Mortgage-backed securities and                                            
   collateralized mortgage obligations           562       1,194         494
  Corporate debt                               8,065       4,003       1,485
  Corporate equity                            23,706       2,733           -
----------------------------------------------------------------------------
                                              59,654       8,292       1,979
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Available-for-Sale Securities                                               
  Issued or guaranteed by:                                                  
    Canadian federal government               19,896           -           -
    Canadian provincial and municipal                                       
     governments                               1,189         296           -
    U.S. federal government                    4,670           -           -
    U.S. states, municipalities and                                         
     agencies                                    553       3,052          25
    Other governments                          7,704         825           -
  Mortgage-backed securities and                                            
   collateralized mortgage obligations         5,088         913           -
  Corporate debt                               5,634          97          62
  Corporate equity                               197         214       1,011
----------------------------------------------------------------------------
                                              44,931       5,397       1,098
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Other Securities                                  84           -         493
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Fair Value Liabilities                                                      
  Securities sold but not yet purchased       20,207           -           -
  Structured notes and other note                                           
   liabilities                                     -       5,085           -
----------------------------------------------------------------------------
                                              20,207       5,085           -
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Derivative Assets                                                           
  Interest rate contracts                         14      37,817         167
  Foreign exchange contracts                      31      10,422           -
  Commodity contracts                          1,473         138           -
  Equity contracts                             3,869         461           6
  Credit default swaps                             -         648          67
----------------------------------------------------------------------------
                                               5,387      49,486         240
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Derivative Liabilities                                                      
  Interest rate contracts                         22      35,849          38
  Foreign exchange contracts                      23       9,884           -
  Commodity contracts                          1,520         320           -
  Equity contracts                               141       2,192          65
  Credit default swaps                             -         878           2
----------------------------------------------------------------------------
                                               1,706      49,123         105
----------------------------------------------------------------------------
----------------------------------------------------------------------------



Valuation Techniques and Significant Inputs 

We determine the fair value of publicly traded fixed maturity and equity
securities using quoted market prices in active markets (Level 1) when these are
available. When quoted prices in active markets are not available, we determine
the fair value of financial instruments using models such as discounted cash
flows with observable market data for inputs such as yield and prepayment rates
or broker quotes and other third-party vendor quotes (Level 2). Fair value may
also be determined using models where the significant market inputs are
unobservable due to inactive or minimal market activity (Level 3). We maximize
the use of market inputs to the extent possible. 


Our Level 2 trading securities are primarily valued using discounted cash flow
models with observable spreads or based on broker quotes. The fair value of
Level 2 available-for-sale securities is determined using discounted cash flow
models with observable spreads or third-party vendor quotes. Level 2 structured
note liabilities are valued using models with observable market information.
Level 2 derivative assets and liabilities are valued using industry standard
models and observable market information. 


Sensitivity analysis at July 31, 2012 for the most significant Level 3
instruments, that is securities which represent greater than 10% of Level 3
instruments, is provided below where applicable. 


Within Level 3 trading securities are mortgage-backed securities and
collateralized mortgage obligations of $395 million. The fair value of these
securities is determined using benchmarking to similar instruments and by
obtaining independent prices provided by third-party vendors, broker quotes and
relevant market indices, as applicable. Where external price data is not
available, we assess the collateral performance in assessing the fair value of
the securities. The impact of assuming a 10 basis point increase or decrease in
market spread would result in a change in fair value of $(2) million and $2
million respectively. 


Within Level 3 trading securities is corporate debt of $1,200 million that
relates to securities that are hedged with total return swaps and credit default
swaps that are also considered a Level 3 instrument. The sensitivity analysis
for the structured product is performed on an aggregate basis and is described
as part of the discussion on derivatives below. 


Within Level 3 available-for-sale securities is corporate equity of $659 million
that relates to United States Federal Reserve Banks and United States Federal
Home Loan Banks that we hold to meet regulatory requirements in the United
States and $298 million that relates to private equity investments. The
valuation of these investments requires management judgement due to the absence
of quoted market prices, the potential lack of liquidity and the long-term
nature of such assets. Each quarter, the valuation of these investments is
reviewed using relevant company-specific and industry data including historical
and projected net income, credit and liquidity conditions and recent
transactions, if any. Since the valuation of these investments does not use
models, a sensitivity analysis on the category is not performed. 


Within derivative assets and derivative liabilities as at July 31, 2012 was $48
million and $24 million, respectively, related to the mark-to-market of credit
default swaps and total return swaps on structured products. We have determined
the valuation of these derivatives and the related securities based on external
price data obtained from brokers and dealers for similar structured products.
Where external price information is not available, we use market-standard models
to model the specific collateral composition and cash flow structure of the
deal. Key inputs to the model are market spread data for each credit rating,
collateral type and other relevant contractual features. The impact of assuming
a 10 basis point increase or decrease in the market spread would result in a
change in fair value of $(4) million and $4 million, respectively.


Significant Transfers 

Transfers are made between the various fair value hierarchy levels due to
changes in the availability of quoted market prices or observable market inputs
due to changing market conditions. The following is a discussion of the
significant transfers between Level 1, Level 2 and Level 3 balances for the
three and nine months ended July 31, 2012. 


During the three months ended July 31, 2012, $15 million of trading
mortgage-backed securities were transferred from Level 2 to Level 3 as a result
of fewer available prices for these securities from third-party vendors during
the quarter. In addition, $14 million of trading mortgage-backed securities were
transferred from Level 3 to Level 2 as a result of increased market prices from
third-party vendors during the quarter. 


During the three and nine months ended July 31, 2012, $12 million of trading
corporate debt securities were transferred from Level 3 to Level 2 as values for
these securities are now obtained through third-party vendors and are based upon
market prices. In addition, $9 million of derivative liabilities were
transferred from Level 3 to Level 2 as market information became available for
certain over-the-counter equity contracts. 


During the nine months ended July 31, 2012, $24 million of available-for-sale
corporate debt securities and $14 million of trading mortgage-backed securities
were transferred from Level 3 to Level 2 as values for these securities are now
obtained through a third-party vendor and are based on market prices. In
addition, $105 million of trading mortgage-backed securities and $18 million of
trading corporate debt securities were transferred from Level 2 to Level 3 as a
result of fewer available prices for these securities during the period. 


During the year ended October 31, 2011, available-for-sale securities purchased
as part of the M&I acquisition that are classified as Level 3 totalled $326
million of which $124 million were sold during the year ended October 31, 2011.
In addition, to meet regulatory requirements after the acquisition of M&I we
purchased $430 million of additional stock in Federal Reserve Banks and Federal
Home Loan Banks. 


During the year ended October 31, 2011, $139 million of trading corporate debt
securities were transferred from Level 3 to Level 2 as values for these
securities are now obtained through a third-party vendor and are based on market
prices. 


During the year ended October 31, 2011, $207 million and $20 million of
mortgage-backed securities and collateralized mortgage obligations were
transferred from Level 3 to Level 2 within trading securities and
available-for-sale securities, respectively, as values for these securities are
now obtained through a third-party vendor and are based on a larger volume of
market prices. 


During the year ended October 31, 2011, derivative assets of $84 million and
derivative liabilities of $13 million were transferred from Level 3 to Level 2
as market information became available for certain over-the-counter equity
contracts.


Changes in Level 3 Fair Value Measurements 

The table on the following page presents a reconciliation of all changes in
Level 3 financial instruments during the three and nine months ended July 31,
2012, including realized and unrealized gains (losses) included in earnings and
other comprehensive income.




(Canadian $ in millions)                                                    
----------------------------------------------------------------------------
                                  Change in Fair Value                      
                               -------------------------                    
                                                Included                    
For the three          Balance   Included       in other                    
 months ended July       April         in  comprehensive                    
 31, 2012             30, 2012   earnings         income  Purchases   Sales 
----------------------------------------------------------------------------
Trading Securities                                                          
Mortgage-backed                                                             
 securities and                                                             
 collateralized                                                             
 mortgage                                                                   
 obligations               431          7              -          -     (19)
Corporate debt           1,306         14              -         15      (4)
----------------------------------------------------------------------------
Total trading                                                               
 securities              1,737         21              -         15     (23)
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Available-for-Sale                                                          
 Securities                                                                 
Issued or                                                                   
 guaranteed by:                                                             
  U.S. states,                                                              
   municipalities                                                           
   and agencies             21          -              2          -       - 
Corporate debt              44          -              2          -      (2)
Corporate equity         1,009         (1)            22         18     (91)
----------------------------------------------------------------------------
Total available-                                                            
 for-sale                                                                   
 securities              1,074         (1)            26         18     (93)
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Other Securities           480         11              -         64     (39)
----------------------------------------------------------------------------
Total other                                                                 
 securities                480         11              -         64     (39)
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Derivative Assets                                                           
Interest rate                                                               
 contracts                   6         (2)             -          -       - 
Equity contracts             8         (2)             -          -       - 
Credit default                                                              
 swaps                      55        (11)             -          -       - 
----------------------------------------------------------------------------
Total derivative                                                            
 assets                     69        (15)             -          -       - 
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Derivative                                                                  
 Liabilities                                                                
Interest rate                                                               
 contracts                  33        (11)             -          -       - 
Foreign exchange                                                            
 contracts                   -          3              -          -       - 
Equity contracts            54         (1)             -          -      (6)
Credit default                                                              
 swaps                       2          -              -          -       - 
----------------------------------------------------------------------------
Total derivative                                                            
 liabilities                89         (9)             -          -      (6)
----------------------------------------------------------------------------
----------------------------------------------------------------------------
                                                                            

(Canadian $ in millions)                                            
--------------------------------------------------------------------
                                                                    
                                                                    
                                                    Fair            
                                                   Value Unrealized 
For the three                   Transfers          as at      Gains 
 months ended July  Maturities in/(out)of           July   (losses) 
 31, 2012                  (1)    Level 3       31, 2012        (2) 
--------------------------------------------------------------------
Trading Securities                                                  
Mortgage-backed                                                     
 securities and                                                     
 collateralized                                                     
 mortgage                                                           
 obligations               (25)         1            395          7 
Corporate debt               -        (12)         1,319         16 
--------------------------------------------------------------------
Total trading                                                       
 securities                (25)       (11)         1,714         23 
--------------------------------------------------------------------
--------------------------------------------------------------------
Available-for-Sale                                                  
 Securities                                                         
Issued or                                                           
 guaranteed by:                                                     
  U.S. states,                                                      
   municipalities                                                   
   and agencies            (15)         -              8          - 
Corporate debt              (1)         -             43          4 
Corporate equity             -          -            957         22 
--------------------------------------------------------------------
Total available-                                                    
 for-sale                                                           
 securities                (16)         -          1,008         26 
--------------------------------------------------------------------
--------------------------------------------------------------------
Other Securities             -          -            516          - 
--------------------------------------------------------------------
Total other                                                         
 securities                  -          -            516          - 
--------------------------------------------------------------------
--------------------------------------------------------------------
Derivative Assets                                                   
Interest rate                                                       
 contracts                   -          -              4         (2)
Equity contracts             -          -              6         (2)
Credit default                                                      
 swaps                       -          -             44        (11)
--------------------------------------------------------------------
Total derivative                                                    
 assets                      -          -             54        (15)
--------------------------------------------------------------------
--------------------------------------------------------------------
Derivative                                                          
 Liabilities                                                        
Interest rate                                                       
 contracts                   -          -             22         11 
Foreign exchange                                                    
 contracts                   -          -              3         (3)
Equity contracts             -         (9)            38          1 
Credit default                                                      
 swaps                       -          -              2          - 
--------------------------------------------------------------------
Total derivative                                                    
 liabilities                 -         (9)            65          9 
--------------------------------------------------------------------
--------------------------------------------------------------------
                                                                    
(1)  Includes cash settlement of derivative assets and derivative           
     liabilities.                                                           
(2)  Unrealized gains or losses on trading securities, derivative assets and
     derivative liabilities still held on July 31, 2012 are included in     
     earnings in the period. For available-for-sale securities, the         
     unrealized gains or losses on securities still held on July 31, 2012   
     are included in Accumulated Other Comprehensive Income.                
                                                                            
(Canadian $ in millions)                                                    
----------------------------------------------------------------------------
                                Change in Fair Value                        
                             --------------------------                     
                                              Included                      
For the nine         Balance   Included       in other                      
 months ended        October         in  comprehensive                      
 July 31, 2012      31, 2011   earnings         income   Purchases    Sales 
----------------------------------------------------------------------------
Trading                                                                     
 Securities                                                                 
Mortgage-backed                                                             
 securities and                                                             
 collateralized                                                             
 mortgage                                                                   
 obligations             494        (11)             -           -     (154)
Corporate debt         1,485         22              -          21     (215)
----------------------------------------------------------------------------
Total trading                                                               
 securities            1,979         11              -          21     (369)
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Available-for-                                                              
 Sale Securities                                                            
Issued or                                                                   
 guaranteed by:                                                             
  U.S. states,                                                              
   municipalities                                                           
   and agencies           25          -             (1)          -        - 
Corporate debt            62          -              3          25       (6)
Corporate equity       1,011         (8)            15         122     (177)
----------------------------------------------------------------------------
Total available-                                                            
 for-sale                                                                   
 securities            1,098         (8)            17         147     (183)
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Other Securities         493          6              -          82      (65)
----------------------------------------------------------------------------
Total other                                                                 
 securities              493          6              -          82      (65)
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Derivative Assets                                                           
Interest rate                                                               
 contracts               167         (5)             -           -        - 
Equity contracts           6         (1)             -           1        - 
Credit default                                                              
 swaps                    67        (28)             -           5        - 
----------------------------------------------------------------------------
Total derivative                                                            
 assets                  240        (34)             -           6        - 
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Derivative                                                                  
 Liabilities                                                                
Interest rate                                                               
 contracts                38        (21)             -           5        - 
Foreign exchange                                                            
 contracts                 -          3              -           -        - 
Equity contracts          65         20              -           1       (6)
Credit default                                                              
 swaps                     2          -              -           -        - 
----------------------------------------------------------------------------
Total derivative                                                            
 liabilities             105          2              -           6       (6)
----------------------------------------------------------------------------
----------------------------------------------------------------------------
                                                                            

(Canadian $ in millions)                                           
-------------------------------------------------------------------
                                                                   
                                                                   
                              Transfers           Fair  Unrealized 
For the nine                   in/(out)          Value       Gains 
 months ended     Maturities         of          as at    (losses) 
 July 31, 2012           (1)    Level 3  July 31, 2012         (2) 
-------------------------------------------------------------------
Trading                                                            
 Securities                                                        
Mortgage-backed                                                    
 securities and                                                    
 collateralized                                                    
 mortgage                                                          
 obligations             (25)        91            395         (11)
Corporate debt             -          6          1,319          25 
-------------------------------------------------------------------
Total trading                                                      
 securities              (25)        97          1,714          14 
-------------------------------------------------------------------
-------------------------------------------------------------------
Available-for-                                                     
 Sale Securities                                                   
Issued or                                                          
 guaranteed by:                                                    
  U.S. states,                                                     
   municipalities                                                  
   and agencies          (16)         -              8           - 
Corporate debt           (17)       (24)            43           5 
Corporate equity          (6)         -            957          15 
-------------------------------------------------------------------
Total available-                                                   
 for-sale                                                          
 securities              (39)       (24)         1,008          20 
-------------------------------------------------------------------
-------------------------------------------------------------------
Other Securities           -          -            516           - 
-------------------------------------------------------------------
Total other                                                        
 securities                -          -            516           - 
-------------------------------------------------------------------
-------------------------------------------------------------------
Derivative Assets                                                  
Interest rate                                                      
 contracts              (158)         -              4          (5)
Equity contracts           -          -              6          (1)
Credit default                                                     
 swaps                     -          -             44         (27)
-------------------------------------------------------------------
Total derivative                                                   
 assets                 (158)         -             54         (33)
-------------------------------------------------------------------
-------------------------------------------------------------------
Derivative                                                         
 Liabilities                                                       
Interest rate                                                      
 contracts                 -          -             22          21 
Foreign exchange                                                   
 contracts                 -          -              3          (3)
Equity contracts         (33)        (9)            38           1 
Credit default                                                     
 swaps                     -          -              2           - 
-------------------------------------------------------------------
Total derivative                                                   
 liabilities             (33)        (9)            65          19 
-------------------------------------------------------------------
-------------------------------------------------------------------
                                                                   
(1) Includes cash settlement of derivative assets and derivative            
liabilities.                                                                
                                                                            
(2) Unrealized gains or losses on trading securities, derivative assets and 
derivative liabilities still held on July 31, 2012 are included in earnings 
in the period. For available-for-sale securities, the unrealized gains or   
losses on securities still held on July 31, 2012 are included in Accumulated
Other Comprehensive Income.                                                 



Note 19: Transition to International Financial Reporting Standards 

The differences between our Canadian GAAP accounting policies and IFRS
requirements, combined with our decisions on the optional exemptions from
retroactive application of IFRS, resulted in measurement and recognition
differences on transition to IFRS. The net impact of these differences was
recorded in opening retained earnings as of November 1, 2010, affecting equity,
with the exception of the accumulated other comprehensive loss on the
translation of foreign operations, as this was already recorded in equity. These
impacts also extend to our capital ratios, with the exception of the change
related to accumulated other comprehensive loss on translation of foreign
operations, which had no impact on our capital ratios. The impact on Basel II
ratios will be phased-in over five quarters. 


The following tables reflect the impact of transition as of July 31 and October
31, 2011 and the related description of key differences. The impact as at the
transition date of November 1, 2010 and on prior periods in 2011 is provided in
Note 19 to our interim consolidated financial statements for the quarter ended
April 30, 2012. During the quarter ended July 31, 2012, there were no changes in
our IFRS accounting policies.


Reconciliation of Equity as Reported under Canadian GAAP to IFRS

The following is a reconciliation of our equity recorded in accordance with
Canadian GAAP to our equity in accordance with IFRS:




                                                       July 31,  October 31,
(Canadian $ in millions)                                  2011         2011 
----------------------------------------------------------------------------
As reported under Canadian GAAP                         27,009       28,123 
Reclassification of non-controlling interest in                             
 subsidiaries to equity under IFRS                       1,319        1,348 
Share Capital                                              142          142 
Contributed Surplus                                         (1)           - 
Retained Earnings                                                           
  Consolidation (a)                                       (102)        (214)
  Asset securitization (b)                                 (64)         (88)
  Pension and other employee future benefits (c)        (1,178)      (1,158)
  Translation of net foreign operations (e)             (1,135)      (1,135)
  Business combinations (f)                                (58)         (62)
  Other                                                   (209)        (237)
Accumulated Other Comprehensive Income (Loss)                               
  Consolidation (a)                                          -            2 
  Asset securitization (b)                                (147)        (205)
  Translation of net foreign operations (e)              1,135        1,135 
  Other                                                     18           50 
Non-controlling interest in subsidiaries (d)               145          135 
----------------------------------------------------------------------------
As reported under IFRS                                  26,874       27,836 
----------------------------------------------------------------------------
----------------------------------------------------------------------------



Reconciliation of Net Income as Reported under Canadian GAAP to IFRS 

The following is a reconciliation of our net income reported in accordance with
Canadian GAAP to our net income in accordance with IFRS:




                               Three         Nine        Three              
                              months       months       months         Year 
                              ended         ended        ended        ended 
                             July 31,     July 31,  October 31,  October 31,
(Canadian $ in millions)        2011         2011         2011         2011 
----------------------------------------------------------------------------
Net income as reported                                                      
 under Canadian GAAP             793        2,369          897        3,266 
Add back: non-                                                              
 controlling interest             18           54           19           73 
Differences increasing                                                      
 (decreasing) reported                                                      
 net income:                                                                
  Consolidation (a) (1)          (53)          35         (112)         (77)
  Asset securitization                                                      
   (b) (1)                        10          (86)         (24)        (110)
  Pension and other                                                         
   employee future                                                          
   benefits (c)                    3           41           20           61 
  Business combinations                                                     
   (f)                           (58)         (58)          (4)         (62)
  Other                           (5)          (9)         (28)         (37)
----------------------------------------------------------------------------
Net Income reported                                                         
 under IFRS                      708        2,346          768        3,114 
----------------------------------------------------------------------------
Attributable to:                                                            
  Bank shareholders              690        2,292          749        3,041 
  Non-controlling                                                           
   interest in                                                              
   subsidiaries                   18           54           19           73 
----------------------------------------------------------------------------
----------------------------------------------------------------------------
(1)  Includes decrease (increase) in collective allowance of $11 million,   
     $12 million, $(46) million and $(34) million for the three months ended
     July 31, 2011, October 31, 2011, 9 months ended July 31, 2011 and the  
     year ended October 31, 2011, respectively.                             



Reconciliation of Comprehensive Income as Reported under Canadian GAAP to IFRS 

The following is a reconciliation of our comprehensive income reported in
accordance with Canadian GAAP to our comprehensive income in accordance with
IFRS:




                               Three         Nine        Three              
                              months       months       months         Year 
                               ended        ended        ended        ended 
                             July 31,     July 31,  October 31,  October 31,
(Canadian $ in millions)        2011         2011         2011         2011 
----------------------------------------------------------------------------
Comprehensive income as                                                     
 reported under Canadian                                                    
 GAAP                          1,109        1,989        1,519        3,508 
Add back: non-                                                              
 controlling interest             18           54           19           73 
Differences increasing                                                      
 (decreasing) reported                                                      
 comprehensive income                                                       
  Consolidation (a)              (52)          35         (110)         (75)
  Asset securitization                                                      
   (b)                           (11)          (8)         (82)         (90)
  Pension and other                                                         
   employee future                                                          
   benefits (c)                    3           41           20           61 
  Business combinations                                                     
   (f)                           (58)         (58)          (4)         (62)
  Other                           (3)         (51)           4          (47)
----------------------------------------------------------------------------
Comprehensive income as                                                     
 reported under IFRS           1,006        2,002        1,366        3,368 
----------------------------------------------------------------------------
Attributable to:                                                            
  Bank shareholders              988        1,948        1,347        3,295 
  Non-controlling                                                           
   interest in                                                              
   subsidiaries                   18           54           19           73 
----------------------------------------------------------------------------
----------------------------------------------------------------------------



Explanation of differences:

(a) Consolidation

The IFRS consolidation requirements primarily impact entities defined as
variable interest entities ("VIEs") under Canadian GAAP or special purpose
entities ("SPEs") under IFRS, with which we have entered into arrangements in
the normal course. Under Canadian GAAP, the conclusion as to whether an entity
should be consolidated is determined by using three different models: voting
rights, VIEs and qualifying special purpose entities ("QSPEs"). Under the voting
rights model, ownership of the majority of the voting shares leads to
consolidation, unless control does not rest with the majority owners. Under the
VIE model, VIEs are consolidated if the investments we hold in these entities or
the relationships we have with them result in our being exposed to the majority
of their expected losses, being able to benefit from the majority of their
expected returns, or both. Under the QSPE model, an entity that qualifies as a
QSPE is not consolidated. 


Under IFRS, an entity is consolidated if it is controlled by the reporting
company, as determined under the criteria contained in the IFRS consolidated and
separate financial statements standard (IAS 27) and, where appropriate, SIC-12
(an interpretation of IAS 27). As with Canadian GAAP, ownership of the majority
of the voting shares leads to consolidation, unless control does not rest with
the majority owners. For an SPE, our analysis considers whether the activities
of the SPE are conducted on our behalf, our exposure to the SPE's risks and
benefits, our decision-making powers over the SPE, and whether these
considerations demonstrate that we, in substance, control the SPE and therefore
must consolidate it. There is no concept of a QSPE under IFRS. 


We consolidated certain SPEs under IFRS that were not consolidated under
Canadian GAAP, including our credit protection vehicle, our structured
investment vehicles ("SIVs"), our U.S. customer securitization vehicle, BMO
Capital Trust II and BMO Subordinated Notes Trust. For five of our eight
Canadian customer securitization vehicles and certain structured finance
vehicles, the requirements to consolidate were not met under IFRS, a result that
is consistent with the accounting treatment for the vehicles under Canadian
GAAP. 


Information on all our SPEs, including total assets and our exposure to loss is
included in Note 7.


(b) Asset securitization

Securitization primarily involves the sale of loans originated by us to trusts
("securitization vehicles"). Under Canadian GAAP, we account for transfers of
loans to our securitization programs and to third-party securitization programs
as sales when control over the loans is given up and consideration other than
notes issued by the securitization vehicle has been received. Under IFRS,
financial assets are derecognized only when substantially all risks and rewards
have been transferred as determined under the derecognition criteria contained
in IAS 39. Control is only considered when substantially all risks and rewards
have been neither transferred nor retained. 


Under IFRS, credit card loans and mortgages sold through these securitization
programs do not qualify for derecognition as we have determined that the
transfer of these loans and mortgages has not resulted in the transfer of
substantially all the risks and rewards. This has resulted in the associated
assets and liabilities being recognized on our Consolidated Balance Sheet and
gains previously recognized in income under Canadian GAAP being reversed at the
transition date. Under IFRS, the credit card loans and mortgages sold through
our securitization vehicles and through the Canada Mortgage Bond program and to
the National Housing Act Mortgage-Backed Securities program will remain on our
Consolidated Balance Sheet. Under Canadian GAAP, the credit card loans and
mortgages sold through these programs were removed from our Consolidated Balance
Sheet. 


Under Canadian GAAP, mortgages converted into mortgage-backed securities that
have not yet been sold to one of the securitization programs are recorded at
fair value as available-for-sale securities, with all mark-to-market adjustments
recorded in accumulated other comprehensive income (loss). Under IFRS, these
mortgages are classified as loans and recorded at amortized cost; the associated
mark-to-market adjustments recorded in accumulated other comprehensive income
(loss) under Canadian GAAP are reversed through retained earnings at the
transition date. 


Additional information on our asset securitizations is included in Note 6.

(c) Pension and other employee future benefits

Actuarial gains and losses consist of market-related gains and losses on pension
fund assets and the impact of changes in discount rates and other assumptions or
of plan experience being different from management's expectations for pension
and other employee future benefit obligations. Under Canadian GAAP, these
amounts are deferred and only amounts in excess of 10% of the greater of our
plan asset or benefit liability balances are recorded in pension and other
employee future benefit expense over the expected remaining service period of
active employees. Under IFRS, we elected to recognize all previously
unrecognized actuarial gains and losses as at November 1, 2010, in opening
retained earnings for all of our employee benefit plans. Under IFRS, we will
continue to defer actuarial gains and losses, consistent with the methodology
under Canadian GAAP. 


Plan amendments are changes in our benefit liabilities as a result of changes to
provisions of the plans. Under Canadian GAAP, these amounts are recognized in
expense over the remaining service period of active employees for pension plans
and over the expected average remaining period to full benefit eligibility for
other employee future benefit plans. Under IFRS, plan amendments are recognized
immediately to the extent that benefits are vested and are otherwise recognized
over the average period until benefits are vested on a straight-line basis. 


Under Canadian GAAP, our actuaries valued our benefit liabilities using the
projected unit benefit method. Under IFRS, our actuaries value our benefit
liabilities using the projected unit credit method. The difference in
methodology did not have a significant impact on our financial results. 


Under Canadian GAAP, when plan assets exceed the benefit liability of a defined
benefit plan giving rise to a plan surplus, a valuation allowance is recognized
for any excess of the surplus over the present value of the expected future
economic benefit arising from the asset. Similarly to Canadian GAAP, IFRS limits
the recognition of the surplus to the expected future economic benefit arising
from the asset. However, the methodology for calculating the expected future
economic benefit differs from that under Canadian GAAP. The difference in
methodology did not have an impact on our financial results.


(d) Non-controlling interest

Under Canadian GAAP, non-controlling interest in subsidiaries ("NCI") are
reported as other liabilities. Under IFRS, NCI are reported as equity. 


Under Canadian GAAP, the portion of income attributable to NCI is deducted prior
to the presentation of net income in the Consolidated Statement of Income. Under
IFRS, there is no comparable deduction, and instead, net income reflects income
attributable to both shareholders and NCI. This difference had no impact on our
capital ratios or return on equity.


(e) Translation of net foreign operations

We have elected to reset the accumulated other comprehensive loss on translation
of net foreign operations to $nil at the transition date, with the adjustment
recorded in opening retained earnings. This difference had no impact on our
capital ratios or return on equity.


(f) Business combinations 

We elected not to apply IFRS 3 retroactively to business combinations that took
place prior to the transition date. Consequently, business combinations
concluded prior to November 1, 2010, have not been restated and the carrying
amount of goodwill under IFRS as of November 1, 2010, is equal to the carrying
amount as at that date under Canadian GAAP. 


For the acquisitions of M&I and LGM that occurred in fiscal 2011, our
comparative year, we have made the following adjustments:


Measurement of purchase price 

Under Canadian GAAP, the purchase price is based on an average of the market
price of the shares over a reasonable period before and after the date the terms
of the acquisition are agreed to and announced. Under IFRS, the purchase price
is based on the market price of the shares at the closing date of the
transaction. As a result, the recorded values of goodwill and common shares were
increased by $142 million as at October 31, 2011, to reflect the re-measurement
of our common shares issued as consideration for the M&I acquisition.


Acquisition costs 

Under Canadian GAAP, acquisition costs are capitalized and classified as
goodwill. IFRS requires that acquisition costs be expensed. As a result,
goodwill was reduced by $91 million as of October 31, 2011, $86 million related
to the acquisition of M&I and $5 million related to the acquisition of LGM.


Contingent consideration 

Under Canadian GAAP, contingent consideration is recorded when the amount can be
reasonably estimated and the outcome of the contingency can be determined beyond
a reasonable doubt. Any subsequent change in the amount of contingent
consideration is generally recorded as an adjustment to goodwill. Under IFRS,
contingent consideration is recognized initially at fair value as part of the
purchase price. Subsequent changes in the fair value of contingent consideration
classified as an asset or liability are recognized in profit or loss. As a
result, goodwill was increased by $13 million for contingent consideration and
reduced by $5 million for acquisition costs noted above for a total increase in
goodwill of $8 million for the LGM acquisition as at October 31, 2011.


Other differences 

Details of the other differences between our Canadian GAAP accounting polices
and IFRS requirements are outlined in Note 19 to our interim consolidated
financial statements for the quarter ended April 30, 2012 and include:
reinsurance; loan impairment; sale-leaseback transactions; stock-based
compensation; loan origination costs; transaction costs; available-for-sale
securities; premises and equipment; customer loyalty programs; merchant banking
investments; compound financial instruments; translation of preferred shares
issued by a foreign operation; and income taxes.


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