Toronto Dominion Bank 6-K, filed Dec 4, 2025
Toronto Dominion Bank (TD)
6-K
2025-12-04
For: 2025-10-31
View Original
Added on
April 03, 2026
About this 6-K
Toronto Dominion Bank filed this 6-K on December 4, 2025.
FORM 6-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________
______________________________
REPORT OF FOREIGN PRIVATE ISSUER
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For the month of December, 2025.
Commission File Number: 001-14446
______________________________
The Toronto -Dominion Bank
(Translation of registrant's name into English)
______________________________
c/o General Counsel’s Office
P.O. Box 1, Toronto Dominion Centre,
Toronto, Ontario, M5K 1A2
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F
☐
☑
This Form 6-K, excluding Exhibit 99.2, Exhibit 99.3, Exhibit 99.4, Exhibit 99.5, and Exhibit 99.6 hereto, is incorporated by reference into all outstanding Registration
Statements of The Toronto-Dominion Bank filed with the U.S. Securities and Exchange Commission.
EXHIBIT INDEX
Exhibit
Description
99.1
99.2
99.3
99.4
99.5
99.6
FORM 6-K
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
THE TORONTO-DOMINION BANK
DATE: December 4, 2025
By:
/s/ Sue-Anne Fox
Name:
Sue-Anne Fox
Title:
Associate Vice President, Legal, Treasury and
Corporate Securities
THE TORONTO-DOMINION BANK
EARNINGS COVERAGE ON SUBORDINATED NOTES AND DEBENTURES,
PREFERRED SHARES CLASSIFIED AS EQUITY, AND LIABILITIES FOR
PREFERRED SHARES AND OTHER EQUITY INSTRUMENTS AND CAPITAL TRUST SECURITIES
FOR THE TWELVE MONTHS ENDED, OCTOBER 31, 2025
TD Bank Group (“TD” or the “Bank”) dividend requirements on all its outstanding preferred shares and other equity instruments in respect of the twelve months
ended October 31, 2025 and adjusted to a before-tax equivalent using an effective tax rate of 14.4% for the twelve months ended October 31, 2025, amounted to
$660 million. The Bank’s interest and dividend requirements on all subordinated notes and debentures, preferred shares and liabilities for preferred shares and
other equity instruments and capital trust securities, after adjustment for new issues and retirement, amounted to $1,189 million for the twelve months ended
October 31, 2025. The Bank’s reported net income, before interest on subordinated debt and liabilities for preferred shares and capital trust securities and income
taxes was $24,166 million for the twelve months ended October 31, 2025, which was 20.3 times the Bank’s aggregate dividend and interest requirement for this
period.
On an adjusted basis, the Bank’s net income before interest on subordinated debt and liabilities for preferred shares and capital trust securities and income
taxes for the twelve months ended October 31, 2025, was $19,183 million, which was 16.1 times the Bank’s aggregate dividend and interest requirement for this
period.
The Bank prepares its consolidated financial statements in accordance with International Financial Reporting Standards (IFRS), the current generally accepted
accounting principles (GAAP), and refers to results prepared in accordance with IFRS as the “reported” results. The Bank also utilizes non-GAAP financial
measures such as “adjusted” results (i.e. reported results excluding “items of note”) and non-GAAP ratios to assess each of its businesses and measure overall
Bank performance. The Bank believes that non-GAAP financial measures and non-GAAP ratios provide the reader with a better understanding of how
management views the Bank’s performance. Non-GAAP financial measures and ratios used in this presentation are not defined terms under IFRS and, therefore,
may not be comparable to similar terms used by other issuers. See “Financial Results Overview” in the Bank’s 2025 MD&A (available at www.td.com/investor and
www.sedar+.com), which is incorporated by reference, for further explanation, reported basis results, a list of the items of note, and a reconciliation of adjusted to
reported results.
TD BANK GROUP • FOURTH QUARTER 2025 • EARNINGS NEWS RELEASE
Page 1
TD Bank Group Reports Fourth Quarter and Fiscal 2025 Results
Earnings News Release •
Three and twelve months ended October 31, 2025
FOURTH QUARTER FINANCIAL HIGHLIGHTS, compared with the fourth quarter last year:
●
Reported diluted earnings per share were $1.82, compared with $1.97.
●
Adjusted diluted earnings per share were $2.18, compared with $1.72.
●
Reported net income was $3,280 million, compared with $3,635 million.
●
Adjusted net income was $3,905 million, compared with $3,205 million.
FULL YEAR FINANCIAL HIGHLIGHTS, compared with last year:
●
Reported diluted earnings per share were $11.56, compared with $4.72.
●
Adjusted diluted earnings per share were $8.37, compared with $7.81.
●
Reported net income was $20,538 million, compared with $8,842 million.
●
Adjusted net income was $15,025 million, compared with $14,277 million.
FOURTH QUARTER ADJUSTMENTS – CHARGE (GAIN) FOR ITEMS OF NOTE:
The fourth quarter reported earnings figures included the following items of note:
●
Amortization of acquired intangibles of $34 million ($26 million after-tax or 1 cent per share), compared with $60 million ($52 million after-tax or
3 cents per share) in the fourth quarter last year.
●
Acquisition and integration charges related to the Cowen acquisition of $44 million ($35 million after-tax or 2 cents per share), compared with
$82 million ($64 million after-tax or 4 cents per share) in the fourth quarter last year.
●
Impact from the terminated First Horizon (FHN) acquisition-related capital hedging strategy of $49 million ($36 million after-tax or 2 cents per share),
compared with $59 million ($45 million after-tax or 2 cents per share) in the fourth quarter last year.
●
Balance sheet restructuring of $485 million ($388 million after-tax or 23 cents per share) in respect of U.S. Retail and other activities, compared with
$311 million ($234 million after-tax or 13 cents per share) in respect of U.S. Retail activities, in the fourth quarter last year.
●
Restructuring charges of $190 million ($140 million after-tax or 8 cents per share).
TORONTO
, December 4, 2025 – TD Bank Group (“TD” or the “Bank”) today announced its financial results for the fourth quarter ended October 31, 2025.
Reported earnings were $3.3 billion, down 10% compared with the fourth quarter last year, and adjusted earnings were $3.9 billion, up 22%.
“TD had a strong fourth quarter, delivering robust fee and trading income in our markets-driven businesses as well as volume growth year-over-year in Canadian
Personal and Commercial Banking, capping a year of strong performance,” said Raymond Chun, Group President and Chief Executive Officer, TD Bank Group.
“Throughout 2025, we took decisive action to strengthen our bank and shape TD for the future. Together, colleagues are driving a clear strategy to build deeper
relationships and run a simpler and faster bank with disciplined execution to exceed our clients' expectations and create value for our shareholders.”
Canadian Personal and Commercial Banking delivered record revenue, deposit, and loan volumes
Canadian Personal and Commercial Banking net income was $1,865 million, an increase of 2% compared with the fourth quarter last year, reflecting higher pre-
tax, pre-provision earnings (PTPP)
, an increase of 6% year-over year, partially offset by higher provisions for credit losses (PCL). Revenue was a record
$5,305 million, an increase of 5% year-over-year, primarily reflecting record loan and deposit volume growth.
Canadian Personal Banking delivered a record year in digital sales for day-to-day banking products, and a record fourth quarter in Real Estate Secured Lending
originations, driven by speed and specialization. The Canadian Personal Bank saw continued momentum in client referrals to Wealth, delivering record referrals
this year. This quarter, Canadian Business Banking reported strong loan growth from commercial lending and record fourth quarter retail auto originations, with
approximately 90% in super prime and prime segments. Small Business Banking continued to deliver strong customer acquisition, supported by compelling offer
campaigns and active front-line engagement.
U.S. Retail sustained business momentum and continued to execute against critical deliverables
U.S. Retail reported net income was $719 million (US$520 million), up 31% (29% in U.S. dollars) year-over-year, excluding contributions of $154 million
(US$114 million) in the fourth quarter last year from the Bank’s investment in The Charles Schwab Corporation. This primarily reflects the impact of U.S. balance
sheet restructuring activities, lower PCL, and the impact of the charges for the global resolution of the investigations into the Bank’s U.S. BSA/AML program in the
fourth quarter last year, partially offset by higher governance and control investments. On an adjusted basis, net income was $1,007 million (US$726 million), up
This quarterly Earnings News Release (ENR) should be read in conjunction with the Bank’s unaudited fourth quarter 2025 consolidated financial results for the
year ended October 31, 2025, included in this Earnings News Release and the audited 2025 Consolidated Financial Statements, prepared in accordance with
International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB), which is available on TD’s website at
http://www.td.com/investor/. This ENR is dated December 3, 2025. Unless otherwise indicated, all amounts are expressed in Canadian dollars and have been
primarily derived from the Bank’s Annual or Interim Consolidated Financial Statements prepared in accordance with IFRS. Certain comparative amounts have
been revised to conform to the presentation adopted in the current period. Additional information including the 2025 MD&A relating to the Bank is available on
the Bank’s website at http://www.td.com, as well as on SEDAR+ at http://www.sedarplus.ca and on the U.S. Securities and Exchange Commission’s (SEC)
website at http://www.sec.gov (EDGAR filers section).
Reported results conform to generally accepted accounting principles (GAAP), in accordance with IFRS. Adjusted results are non-GAAP financial measures.
For additional information about the Bank’s non-GAAP financial measures, refer to “Non-GAAP and Other Financial Measures” in the “How We Performed”
section of this document.
1
Reported revenue – Q4 2025: $5,305 million, Q4 2024: $5,064 million. Reported non-interest expenses – Q4 2025: $2,178 million, Q4 2024: $2,102 million. PTPP – Q4 2025:
$3,127 million, Q4 2024: $2,962 million.
2
document.
TD BANK GROUP • FOURTH QUARTER 2025 • EARNINGS NEWS RELEASE
Page 2
29% (27% in U.S. dollars), compared with the fourth quarter last year, primarily reflecting the impact of U.S. balance sheet restructuring activities, and lower PCL,
partially offset by higher governance and control investments, including costs for U.S. BSA/AML remediation.
This quarter, U.S. Retail sustained its momentum with growth in core lending portfolios
achieving its highest Bankcard acquisition quarter in seven years, and
strong year-over-year client assets growth in U.S. Wealth. TD Bank ranked No.1 for the ninth consecutive year in total number of approved U.S. Small Business
Administration loans in its Maine to Florida footprint
Wealth Management and Insurance results driven by record Wealth earnings and assets
Wealth Management and Insurance net income was $699 million, an increase of $350 million year-over-year, driven by record earnings in Wealth Management
and lower losses from catastrophe claims in Insurance.
This quarter, Wealth Management continued to drive growth with record sales of $1.6 billion in ETFs, trades per day up 37% year-over-year, and total assets
exceeding a record $1.3 trillion. TD Advice sustained its momentum, with strong asset growth in Financial Planning. TD Insurance launched a next generation
usage-based insurance program and mobile app that offers proactive driving insights and personalized pricing to reward safe driving.
Wholesale Banking delivered record revenue and net income
Wholesale Banking reported net income of $494 million for the quarter, an increase of $259 million year-over-year, primarily reflecting higher revenue and lower
PCL, partially offset by higher non-interest expenses. On an adjusted basis, net income was a record $529 million, an increase of 77% year-over-year. Revenue
for the quarter was a record $2,200 million, an increase of 24% year-over-year, driven by broad-based strength across Global Markets, and Corporate and
Investment Banking.
This quarter, TD Securities was named Canada’s Best FX Bank at the 2025 Euromoney Foreign Exchange Awards, recognized for its innovation and client-
focused approach to delivering seamless currency solutions
Survey, and earned the No.1 ranking in the Healthcare sector
Capital
TD’s Common Equity Tier 1 Capital ratio was 14.7%.
Conclusion
“As we enter fiscal 2026, TD is well-positioned to navigate changing economic dynamics and support the aspirations and needs of our clients. With deep roots in
markets across Canada, the U.S. and increasingly around the world, we will continue to invest in our businesses, innovate for our clients, and contribute to the
communities and economies we support. I want to thank our more than 100,000 colleagues for their tremendous efforts and unwavering commitment to our
clients,” said Chun.
The foregoing contains forward-looking statements. Refer to the
on page 3.
3
4
5
6
7
TD BANK GROUP • FOURTH QUARTER 2025 • EARNINGS NEWS RELEASE
Page 3
Caution Regarding Forward-Looking Statements
From time to time, the Bank (as defined in this document) makes written and/or oral forward-looking statements, including in this document, in other filings with Canadian regulators or the
United States (U.S.) Securities and Exchange Commission (SEC), and in other communications. In addition, representatives of the Bank may make forward-looking statements orally to
analysts, investors, the media, and others. All such statements are made pursuant to the “safe harbour” provisions of, and are intended to be forward-looking statements under, applicable
Canadian and U.S. securities legislation, including the U.S.
of 1995. Forward-looking statements include, but are not limited to, statements made in
this document, the Management’s Discussion and Analysis (2025 MD&A) in the Bank’s 2025 Annual Report under the heading “Economic Summary and Outlook”, under the headings “Key
Priorities for 2026” and “Operating Environment and Outlook” for the Canadian Personal and Commercial Banking, U.S. Retail, Wealth Management and Insurance, and Wholesale
Banking segments, and in other statements regarding the Bank’s objectives and priorities for 2026 and beyond and strategies to achieve them, the regulatory environment in which the
Bank operates, targets and commitments, the Bank’s anticipated financial performance and the outlook for the Bank’s operations or the Canadian, U.S. and global economies.
Forward-looking statements are typically identified by words such as “will”, “would”, “should”, “suggest”, “seek”, “believe”, “expect”, “anticipate”, “intend”, “ambition”, “strive”, “confident”,
“estimate”, “forecast”, “outlook”, “plan”, “goal”, “commit”, “target”, “objective”, “timeline”, possible”, “potential”, “predict”, “project”, “foresee”, “may”, and “could” and similar expressions or
variations thereof, or the negative thereof, but these terms are not the exclusive means of identifying such statements. By their very nature, these forward-looking statements require the
Bank to make assumptions and are subject to inherent risks and uncertainties, general and specific. Especially in light of the uncertainty related to the physical, financial, economic,
political, and regulatory environments, such risks and uncertainties – many of which are beyond the Bank’s control and the effects of which can be difficult to predict – may cause actual
results to differ materially from the expectations, predictions, forecasts, projections, estimates, targets, or intentions expressed in the forward-looking statements. Examples of such risk
factors include: general business and economic conditions in the regions in which the Bank operates; geopolitical risk (including policy, trade and tax-related risks and the potential impact
of any new or elevated tariffs or any retaliatory tariffs); inflation, interest rates and recession uncertainty; risks associated with the remediation of the Bank’s U.S.
Bank Secrecy Act
(BSA)/anti-money laundering (AML) program and Enterprise AML program; regulatory oversight and compliance risk; the ability of the Bank to execute on long-term strategies, shorter-term
key strategic priorities, including the successful completion of acquisitions and dispositions and integration of acquisitions, the ability of the Bank to achieve its financial or strategic
objectives with respect to its investments, business retention plans, and other strategic plans; risks associated with the insured deposit account agreement between the Bank and
The Charles Schwab Corporation; technology and cyber security risk (including cyber-attacks, data security breaches or technology failures) on the Bank’s technologies, systems and
networks, those of the Bank’s customers (including their own devices), and third parties providing services to the Bank; data risk; model risk; external fraud activity; insider risk; conduct
risk; the failure of third parties to comply with their obligations to the Bank or its affiliates, including relating to the care and control of information, and other risks arising from the Bank’s use
of third-parties; the impact of new and changes to, or application of, current laws, rules and regulations, including consumer protection laws and regulations, tax laws, capital guidelines and
liquidity regulatory guidance; environmental and social risk (including climate-related risk); exposure related to litigation and regulatory matters; increased competition from incumbents and
new entrants (including Fintechs and big technology competitors); shifts in consumer attitudes and disruptive technology; ability of the Bank to attract, develop, and retain key talent;
changes in foreign exchange rates, interest rates, credit spreads, equity prices and commodity prices; downgrade, suspension or withdrawal of ratings assigned by any rating agency, the
value and market price of the Bank’s common shares and other securities may be impacted by market conditions and other factors; the interconnectivity of financial institutions, including
existing and potential international debt crises; increased funding costs and market volatility due to market illiquidity and competition for funding; and critical accounting estimates and
changes to accounting standards, policies, and methods used by the Bank; and the occurrence of natural and unnatural catastrophic events and claims resulting from such events. The
Bank cautions that the preceding list is not exhaustive of all possible risk factors and other factors could also adversely affect the Bank’s results. For more detailed information, please refer
to the “Risk Factors that May Affect Future Results” section of the 2025 MD&A, and the sections related to strategic, credit, market (including equity, commodity, foreign exchange, interest
rate, and credit spreads), operational (including technology, cyber security, process, systems, data, third-party, fraud, infrastructure, insider and conduct), model, insurance, liquidity, capital
adequacy, compliance, financial crime, reputational, environmental and social risk in the “Managing Risk” section of the 2025 MD&A, as may be updated in subsequently filed quarterly
reports to shareholders and news releases (as applicable) related to any events or transactions discussed under the headings “Significant Events” or “Update on the Remediation of the
U.S.
Bank Secrecy Act
such factors, as well as other uncertainties and potential events, and the inherent uncertainty of forward-looking statements, should be considered carefully when making decisions with
respect to the Bank. The Bank cautions readers not to place undue reliance on the Bank’s forward-looking statements.
Material economic assumptions underlying the forward-looking statements contained in this document are set out in the 2025 MD&A under the headings “Economic Summary and
Outlook” and “Significant Events”, under the headings “Key Priorities for 2026” and “Operating Environment and Outlook” for the Canadian Personal and Commercial Banking, U.S. Retail,
Wealth Management and Insurance, and Wholesale Banking segments, each as may be updated in subsequently filed quarterly reports to shareholders and news releases (as applicable).
Any forward-looking statements contained in this document represent the views of management only as of the date hereof and are presented for the purpose of assisting the Bank’s
shareholders and analysts in understanding the Bank’s financial position, objectives and priorities and anticipated financial performance as at and for the periods ended on the dates
presented, and may not be appropriate for other purposes. The Bank does not undertake to update any forward-looking statements, whether written or oral, that may be made from time to
time by or on its behalf, except as required under applicable securities legislation.
This document was reviewed by the Bank’s Audit Committee and was approved by the Bank’s Board of Directors, on the Audit Committee’s recommendation, prior to its release.
TD BANK GROUP • FOURTH QUARTER 2025 • EARNINGS NEWS RELEASE
Page 4
TABLE 1: FINANCIAL HIGHLIGHTS
(millions of Canadian dollars, except where noted)
As at or for the three months ended
As at or for the twelve months ended
October 31
July 31
October 31
October 31
October 31
2025
2025
2024
2025
2024
Results of operations
Total revenue – reported
$
15,494
$
15,297
$
15,514
$
67,777
$
57,223
Total revenue – adjusted
1
16,028
15,614
14,897
61,810
56,789
Provision for (recovery of) credit losses
982
971
1,109
4,506
4,253
Insurance services expenses (ISE)
1,602
1,563
2,364
6,089
6,647
Non-interest expenses – reported
8,808
8,522
8,050
33,539
35,493
Non-interest expenses – adjusted
1
8,540
8,124
7,731
32,555
29,148
Net income – reported
3,280
3,336
3,635
20,538
8,842
Net income – adjusted
1
3,905
3,871
3,205
15,025
14,277
Financial positions
(billions of Canadian dollars)
Total loans net of allowance for loan losses
$
953.0
$
936.1
$
949.5
$
953.0
$
949.5
Total assets
2,094.6
2,035.2
2,061.8
2,094.6
2,061.8
Total deposits
1,267.1
1,256.9
1,268.7
1,267.1
1,268.7
Total equity
127.8
125.4
115.2
127.8
115.2
Total risk-weighted assets (RWA)
2
636.4
627.2
630.9
636.4
630.9
Financial ratios
Return on common equity (ROE) – reported
3
10.7
%
11.3
%
13.4
%
17.8
%
8.2
%
Return on common equity – adjusted
1
12.8
13.2
11.7
12.9
13.6
Return on tangible common equity (ROTCE)
1,3
12.9
13.6
17.8
21.9
11.2
Return on tangible common equity – adjusted
1
15.4
15.8
15.4
15.8
18.0
Efficiency ratio – reported
3
56.8
55.7
51.9
49.5
62.0
Efficiency ratio – adjusted, net of ISE
1,3,4
59.2
57.8
61.7
58.4
58.1
Provision for (recovery of) credit losses as a % of net
average loans
0.41
0.41
0.47
0.47
0.46
Common share information – reported
Per share earnings (loss)
Basic
$
1.82
$
1.89
$
1.97
$
11.57
$
4.73
Diluted
1.82
1.89
1.97
11.56
4.72
Dividends per share
1.05
1.05
1.02
4.20
4.08
Book value per share
3
68.78
67.13
59.59
68.78
59.59
Closing share price (TSX)
5
115.16
100.92
76.97
115.16
76.97
Shares outstanding (millions)
Average basic
1,698.2
1,716.7
1,748.2
1,726.3
1,758.8
Average diluted
1,701.5
1,718.9
1,749.3
1,728.0
1,760.0
End of period
1,689.5
1,707.2
1,750.1
1,689.5
1,750.1
Market capitalization (billions of Canadian dollars)
$
194.6
$
172.3
$
134.7
$
194.6
$
134.7
Dividend yield
3
3.9
%
4.4
%
5.0
%
4.6
%
5.1
%
Dividend payout ratio
3
57.6
55.4
51.8
36.2
86.1
Price-earnings ratio
3
10.0
8.6
16.3
10.0
16.3
Total shareholder return (1 year)
3
56.7
30.0
4.5
56.7
4.5
Common share information – adjusted
(Canadian dollars)
1
Per share earnings
Basic
$
2.19
$
2.20
$
1.72
$
8.38
$
7.82
Diluted
2.18
2.20
1.72
8.37
7.81
Dividend payout ratio
47.9
%
47.5
%
59.2
%
50.0
%
52.1
%
Price-earnings ratio
13.8
12.8
9.9
13.8
9.9
Capital Ratios
2
Common Equity Tier 1 (CET1) Capital ratio
14.7
%
14.8
%
13.1
%
14.7
%
13.1
%
Tier 1 Capital ratio
16.4
16.5
14.8
16.4
14.8
Total Capital ratio
18.4
18.4
16.8
18.4
16.8
Leverage ratio
4.6
4.6
4.2
4.6
4.2
Total Loss Absorbing Capacity (TLAC) ratio
31.8
30.9
28.7
31.8
28.7
TLAC Leverage ratio
8.9
8.7
8.1
8.9
8.1
1
accordance with IFRS as the “reported” results. The Bank also utilizes non-GAAP financial measures such as “adjusted” results and non-GAAP ratios to assess each of its businesses
and to measure overall Bank performance. To arrive at adjusted results, the Bank adjusts reported results for “items of note”. Refer to the “How We Performed” section of this document
for further explanation, a list of the items of note, and a reconciliation of adjusted to reported results. Non-GAAP financial measures and ratios used in this document are not defined terms
under IFRS and, therefore, may not be comparable to similar terms used by other issuers.
2
Leverage Requirements, and TLAC guidelines. Refer to the “Capital Position” section in the Bank’s 2025 MD&A for further details.
3
4
Q4 2025: $14,426 million, Q3 2025: $14,051 million, Q4 2024: $12,533 million, 2025: $55,721 million, 2024: $50,142 million.
5
TD BANK GROUP • FOURTH QUARTER 2025 • EARNINGS NEWS RELEASE
Page 5
STRATEGIC REVIEW
In fiscal year 2025, the Bank conducted a comprehensive review of its businesses and functions to assess the Bank’s positioning, performance, and growth
opportunities. This review culminated in a new enterprise strategy that defines the path forward for the Bank. The strategy focuses on deepening client
relationships, driving market leadership, and scaling profitably within the Bank’s established risk appetite. Also as part of this review, the Bank reaffirmed its
commitment to enhancing governance and control functions including its U.S.
Bank Secrecy Act
(collectively, the “U.S. BSA/AML program”) compliance remediation program.
The Bank has, as part of this strategic review, identified opportunities to accelerate growth, including deepening relationships, evolving digital capabilities,
allocating capital to high return businesses, structurally reducing costs, increasing fee income, and modernizing infrastructure and processes.
The resulting strategy is intended to deliver durable earnings growth and premium ROE, creating long-term value for the Bank’s shareholders within its existing
risk appetite. The Bank’s ability to achieve these objectives over the medium-term is subject to inherent risks and uncertainties, as discussed in the “Risk Factors
That May Affect Future Results” section of the Bank’s 2025 MD&A, and others as noted in the “Caution Regarding Forward-Looking Statements” section of this
document.
The Bank’s medium-term strategy is anchored in the three strategic pillars and corresponding objectives introduced at its 2025 Investor Day.
Deeper Relationships
●
Deeper Share of Wallet
: Become Canada’s leading relationship bank, increasing client depth across TD’s footprint by putting clients at the centre, and
seamlessly delivering products and services across channels
●
Deeper Digital Engagement
: Transform distribution by scaling digital leadership across businesses and evolving branches into advice centres, while
adding specialist capabilities and sales capacity through frontline growth
●
Deeper Fee Income
: Enhance earnings durability by driving profitable growth across the Wealth Management and Insurance, and Wholesale Banking
business segments, as well as the Bank’s commercial banking business in Canada and the United States
Simpler & Faster
●
Simpler & Faster Client Experiences
: Become a leader in client experience in Canada and the United States, with a focus on making processes
simpler and faster
●
Simpler & Faster Operating Model
: Evolve the operating model to reduce management layers, decrease complexity, and speed up decision making
while shifting culture towards more leadership accountability
●
Simpler & Faster Technology, Leveraging Artificial Intelligence (AI)
: Enhance technology and data capabilities to ensure platforms are scalable,
efficient, and resilient, while capturing revenue and cost efficiencies through the adoption of AI
Disciplined Execution
●
Disciplined Governance & Controls
: Continue to invest to evolve governance, risk and control functions in line with the Bank’s scale, complexity, and
regulatory requirements
●
Disciplined Cost Management
: Sustainably lower the Bank’s expense base by delivering meaningful cost savings over the medium-term through
reimagining processes, transforming distribution, and enabling technology and AI deployment
●
Disciplined Capital Management
: Deploy capital with greater discipline to drive franchise leadership and scale, while delivering premium returns,
including uplifting returns across U.S. Retail and Wholesale Banking
In conjunction with its strategy, the Bank has established Bank-wide targets including the following:
Fiscal Year 2026 Targets
~13%
Adj. ROE
6-8%
Y/Y Adj.
Growth
Positive
Adj.
Leverage
13%+
CET1 Ratio
Medium-Term (Fiscal Year 2029) Targets
~16%
Adj.
7-10%
Adj.
Positive
Adj.
Leverage
Strong
CET1 Ratio
40-50%
Dividend
Payout Ratio
8
The Bank’s fiscal 2026 and medium-term financial targets are based on forward-looking assumptions that have inherent risks and uncertainties. Results may vary depending on actual
economic conditions, including the level of unemployment, interest rates, and economic growth or contraction, the operating environment, including regulatory requirements, political
environment, and competitive landscape, and the Bank’s assumptions on future business performance, including credit conditions and performance, inclusive of policy and trade
uncertainty and borrower or industry specific credit factors and conditions, and foreign exchange impact. These assumptions are subject to inherent uncertainties and may vary based on
factors outside the Bank’s control, including those set out at the beginning of this document in the “Caution Regarding Forward-Looking Statements” section. Refer to the “Risk Factors
That May Affect Future Results” section of the Bank’s 2025 MD&A for additional information about risks and uncertainties that may impact the Bank’s estimates.
9
The Bank prepares its consolidated financial statements in accordance with IFRS, the current GAAP, and refers to results prepared in accordance with IFRS as the “reported” results. The
Bank also utilizes non-GAAP financial measures such as “adjusted” results (i.e., reported results excluding “items of note”) and non-GAAP ratios to assess each of its businesses and
measure overall Bank performance. The Bank believes that non-GAAP financial measures and non-GAAP ratios provide the reader with a better understanding of how management
views the Bank’s performance. Non-GAAP financial measures and non-GAAP ratios used in this presentation are not defined terms under IFRS and, therefore, may not be comparable to
similar terms used by other issuers. Refer to “How We Performed” section of this document, for further explanation, reported basis results, a list of the items of note, and a reconciliation
of adjusted to reported results.
10
source currency) net of ISE, and adjusted expenses (for U.S. Retail in US$) grossed up by the retailer program partners ’ share of PCL for the Bank’s U.S. strategic card portfolio.
Collectively, these adjustments provide a measure of operating leverage that management believes is more reflective of underlying business performance.
11
12
TD BANK GROUP • FOURTH QUARTER 2025 • EARNINGS NEWS RELEASE
Page 6
SIGNIFICANT EVENTS
a) Sale of Schwab Shares
On February 12, 2025, the Bank sold its entire remaining equity investment in The Charles Schwab Corporation (“Schwab”) through a registered offering and
share repurchase by Schwab. Immediately prior to the sale, TD held 184.7 million shares of Schwab’s common stock, representing 10.1% economic ownership.
The sale of the shares resulted in proceeds of $21.0 billion (US$14.6 billion) and the Bank recognized a net gain on sale of $8.6 billion (US$5.8 billion). This gain is
net of the release of related cumulative foreign currency translation from accumulated other comprehensive income (AOCI), the release of AOCI on designated net
investment hedging items, direct transaction costs, and taxes. The Bank also recognized $184 million of underwriting fees in its Wholesale segment as a result of
TD Securities acting as a lead bookrunner on the transaction.
The transaction increased CET1 capital by 238 basis points (bps). The Bank discontinued recording its share of earnings available to common shareholders
from its investment in Schwab following the sale. The Bank continues to have a business relationship with Schwab through the insured deposit account agreement
(“Schwab IDA Agreement”).
b)
Restructuring Charges
The Bank continued to undertake certain measures in the fourth quarter of 2025 to reduce its cost base and achieve greater efficiency. In connection with this
program, the Bank incurred $686 million pre-tax of restructuring charges during the year ended October 31, 2025, which primarily related to employee severance
and other personnel-related costs, asset impairment and other rationalization, including certain business wind-downs, and real estate optimization. Next quarter,
the Bank expects to incur additional restructuring charges of approximately $125 million pre-tax, and to conclude the restructuring program with total restructuring
charges of approximately $825 million pre-tax. The restructuring program generated savings of approximately $100 million pre-tax in 2025. The Bank expects the
program to generate total pre-tax fully realized annual program savings of approximately $750 million, including savings from an approximate 3% workforce
reduction
UPDATE ON THE REMEDIATION OF THE U.S. BANK SECRECY ACT/ANTI-MONEY LAUNDERING PROGRAM AND ENTERPRISE AML PROGRAM
As previously disclosed, on October 10, 2024, the Bank announced that, following active cooperation and engagement with authorities and regulators, it reached a
resolution (the “Global Resolution”) of previously disclosed investigations related to its U.S. BSA/AML program. The Bank and certain of its U.S. subsidiaries
consented to orders with the Office of the Comptroller of the Currency (“OCC”), the Federal Reserve Board (“FRB”), and the Financial Crimes Enforcement
Network (“FinCEN”) and entered into plea agreements with the Department of Justice (“DOJ”), Criminal Division, Money Laundering and Asset Recovery Section
and the United States Attorney’s Office for the District of New Jersey. Details of the Global Resolution include: (i) a total payment of US$3.088 billion
(C$4.233 billion), all of which was provisioned during the 2024 fiscal year; (ii) TD Bank, N.A. (“TDBNA”) pleading guilty to one count of conspiring to fail to maintain
an adequate AML program, failing to file accurate currency transaction reports (“CTRs”) and launder money and TD Bank US Holding Company (“TDBUSH”)
pleading guilty to two counts of failing to maintain an adequate AML program and failing to file accurate CTRs; (iii) requirements to remediate the Bank’s U.S.
BSA/AML program; (iv) a requirement to prioritize the funding and staffing of the remediation, which includes Board certifications for dividend distributions from
certain of the Bank’s U.S. subsidiaries to the Bank; (v) formal oversight of the U.S. BSA/AML remediation through an independent compliance monitorship; (vi) a
prohibition against the average combined total assets of TD’s two U.S. banking subsidiaries (TDBNA and TD Bank USA, N.A.) (collectively, the “U.S. Bank”)
exceeding US$434 billion (representing the combined total assets of the U.S. Bank as at September 30, 2024) (the “Asset Limitation”), and if the U.S. Bank does
not achieve compliance with all actionable articles in the OCC consent orders (and for each successive year that the U.S. Bank remains non-compliant), the OCC
may require the U.S. Bank to further reduce total consolidated assets by up to 7%; (vii) the U.S. Bank being subject to OCC supervisory approval processes for
any additions of new bank products, services, markets, and stores prior to the OCC’s acceptance of the U.S. Bank’s improved AML policies and procedures, to
ensure the AML risk of new initiatives is appropriately considered and mitigated; (viii) requirements for the Bank and TD Group U.S. Holdings, LLC (“TDGUS”) to
retain a third party to assess the effectiveness of the corporate governance and U.S. management structure and composition to adequately oversee U.S.
operations; (ix) requirements to comply with the terms of the plea agreements with the DOJ during a five-year term of probation (which could be extended as a
result of the Bank failing to complete the compliance undertakings, failing to cooperate or to report alleged misconduct as required, or committing additional
crimes); (x) an ongoing obligation to cooperate with DOJ investigations; and (xi) an ongoing obligation to report evidence or allegations of violations by the Bank,
its affiliates, or their employees that may be a violation of U.S. federal law. The full terms of the consent orders and plea agreements are available on the Bank’s
issuer profile on SEDAR+ at www.sedarplus.com.
The Bank is focused on meeting the terms of the consent orders and plea agreements, including meeting the requirements to remediate the Bank’s U.S. BSA/AML
program. In addition, the Bank is also undertaking remediation of the Bank’s enterprise-wide AML/Anti-Terrorist Financing and Sanctions Programs (“Enterprise
AML Program”).
For additional information on the risks associated with the remediation of the Bank’s U.S. BSA/AML program and the Bank’s Enterprise AML Program, see the
“Risk Factors That May Affect Future Results – Remediation of the Bank’s U.S. BSA/AML Program and Enterprise AML Program” section of the Bank’s
2025 MD&A.
Update on the Remediation of the U.S. Bank Secrecy Act/Anti-Money Laundering Program and Enterprise AML Program
The Bank remains focused on remediating its U.S. BSA/AML program to meet the requirements of the Global Resolution. As at December 3, 2025, the Bank has
completed the majority of its management remediation actions (the term “management remediation actions” is not a regulatory definition and is considered by the
Bank to consist of the root cause assessments, data preparation, design, documentation, frameworks, policies, standards, training, processes, systems, testing
and implementation of controls, as well as the hiring of resources); however, significant work and important milestones remain for calendar 2026 and calendar
2027 including the Suspicious Activity Report lookback per the OCC consent order which management expects to complete in calendar 2027. For fiscal 2026, the
Bank continues to expect U.S. BSA/AML remediation and related governance and control investments of approximately US$500 mill
ion pre
-
tax
. All management
remediation actions will be subject to demonstrated sustainability and validation by the Bank’s internal audit function (with such activities currently planned for
calendar 2026 and calendar 2027), as well as the review by the appointed monitor, and, ultimately, the review and approval of the Bank’s U.S. banking regulators
and the DOJ. Following such independent reviews, testing, and validation, there could be additional management remediation actions that would take place after
13
natural attrition, talent re-deployment opportunities, years-of-service, execution timing of actions, decisions to expand on or reduce the restructuring actions (e.g., scope of real estate
optimization, additional rationalizations), and foreign exchange translation impacts. Refer to the “Risk Factors That May Affect Future Results” section of the Bank’s 2025 MD&A for
additional information about risks and uncertainties that may impact the Bank’s estimates.
14
BSA/AML remediation plan which could change as a result of additional findings that are identified as work progresses as well as the Bank’s ability to successfully execute against the
U.S. BSA/AML remediation program in accordance with the U.S. Retail segment’s fiscal 2026 and medium-term plan
.
TD BANK GROUP • FOURTH QUARTER 2025 • EARNINGS NEWS RELEASE
Page 7
calendar 2027 in which case the overall remediation timeline may be extended. In addition, as the Bank undertakes the lookback reviews, the Bank may be
required to further expand the scope of the review, either in terms of the subjects being addressed and/or the time period reviewed. The following graph illustrates
the Bank’s expected remediation plan and progress on a calendar year basis, based on its work to date:
The Bank’s remediation timeline is based on the Bank’s current plans, as well as assumptions related to the duration of planning activities, including the
completion of external benchmarking and lookback reviews. The Bank’s ability to meet its planned remediation milestones assumes that the Bank will be able to
successfully execute against its U.S. BSA/AML remediation program plan, which is subject to inherent risks and uncertainties including the Bank’s ability to attract
and retain key employees, the ability of third parties to deliver on their contractual obligations, the successful development and implementation of required
technology solutions, and data availability to complete the required lookback reviews. Furthermore, the execution of the U.S. BSA/AML remediation plan, including
these planned milestones, will not be entirely within the Bank’s control because of various factors such as (i) the requirement to obtain regulatory approval or non-
objection before proceeding with various steps, and (ii) the requirement for the various deliverables to be acceptable to the regulators and/or the monitor. As of the
date hereof, the Bank believes that it and its applicable U.S. subsidiaries have taken such actions as are required of them to date under the terms of the consent
orders and plea agreements and is not aware of them being in breach of the same. For information about the Bank’s AML governance framework, see the
“Managing Risk” section of this MD&A.
While substantial work remains, the Bank made progress on remediating and strengthening its U.S. BSA/AML program over the first three quarters of fiscal 2025,
including:
1)
2)
scenarios into that transaction monitoring system as set out in the Bank’s U.S. BSA/AML program remediation plan, and the deployment of the first
phase of machine learning analysis in this system which will help improve the effectiveness and efficiency of the Bank’s investigative teams;
3)
system to provide unified data sets to help manage financial crime risk with a single view of the customer;
4)
5)
across all of U.S. Financial Crime Risk Management (FCRM);
6)
7)
subcommittee focused on reviewing and assessing new business products, services and geographies; and
8)
services.
Specifically in the fourth quarter of fiscal 2025, the Bank made the following progress:
1)
improve the accuracy and efficiency by which the Bank submits unusual transaction reports;
2)
U.S. BSA/AML program;
3)
4)
Going forward, the Bank’s focus will be on continuing to remediate and strengthen its U.S. BSA/AML program, including:
1)
2)
3)
4)
5)
advanced detection capabilities; and
6)
To help ensure that the Bank can continue to support its customers’ financial needs in the U.S. while not exceeding the limitation on the combined total assets of
the U.S. Bank, the Bank executed multiple U.S. balance sheet restructuring actions in fiscal 2025. Refer to “Update on U.S. Balance Sheet Restructuring” in the
U.S. Retail segment section for additional information on these actions. For additional information about expenses associated with the Bank’s U.S. BSA/AML
program remediation activities, refer to the U.S. Retail segment section.
Strengthening of the Bank’s Enterprise AML Program
The Bank continues to undertake remediation of the Enterprise AML Program, including a range of management remediation and enhancement actions (the term
“management remediation and enhancement actions” is not a regulatory definition and is considered by the Bank to consist of root cause assessments, data
preparation, design, documentation, frameworks, policies, standards, training, processes, systems, testing, and execution of controls, as well as the hiring of
resources). While the Bank has made progress on this remediation work, it is a multi-year endeavour and the remediation work remains ongoing. The timing of
completion of the remediation work will not be entirely within the Bank’s control, and is subject to regulatory feedback, internal review, challenge and validation. As
previously disclosed, following the end of the first quarter of fiscal 2025, the Financial Transactions and Reports Analysis Centre of Canada (“FINTRAC”)
TD BANK GROUP • FOURTH QUARTER 2025 • EARNINGS NEWS RELEASE
Page 8
commenced a review of certain remediation steps that the Bank has taken to date to address the FINTRAC violations. This review is ongoing, and subject to the
outcome, may result in additional regulatory actions.
The remediation and enhancement of the Enterprise AML Program is exposed to similar risks as noted in respect of the remediation of the Bank’s U.S. BSA/AML
Program (see also “Remediation of the U.S. BSA/AML Program” above). In particular, as the Bank continues its remediation and improvement activities of the
Enterprise AML Program, it expects an increase in identification of reportable transactions and/or events, which will add to the operational backlog in the Bank’s
Financial Crime Risk Management (FCRM) investigations processing that the Bank currently faces, but is working towards remediating, across the Bank. In
addition, on an ongoing basis, the Bank will continue to review and assess whether issues identified in one jurisdiction have an impact in other jurisdictions.
Furthermore, the Bank’s regulators or law enforcement agencies may identify other issues with the Bank’s Enterprise AML Program, which may result in additional
regulatory actions. These issues identified through the Bank’s own review or by the Bank’s regulators or law enforcement agencies may broaden the scope of the
remediation and improvements required for the Enterprise AML Program.
While substantial work remains, the Bank made progress on remediating and strengthening the Enterprise AML Program over fiscal 2025, including the following
during the first three quarters of fiscal 2025:
1) redesigning the FCRM organizational structure to better enable stronger collaboration, clear ownership, and a more agile response to evolving risk
and regulatory expectations, including the consolidation of the Enterprise and the U.S. AML mandates under the leadership of the Global Head of
FCRM;
2) completing a comprehensive transaction monitoring coverage assessment to identify areas requiring enhancements;
3) enhancing investigative processes through improved workflow and data management;
4) continued improvements in the Bank’s process and procedural guidance, reinforced with targeted training across FCRM and individual business
lines;
5) implementing a stronger monitoring and testing standard to improve control coverage and depth; and
6) launching technology initiatives to consolidate electronic document and data availability, to improve quality and timeliness of monitoring and to
improve oversight of escalated AML issues.
Specifically in the fourth quarter of fiscal 2025, the Bank made the following progress:
1)
2)
standardized processes across KYC, Customer Exits and investigative activities;
3)
4)
FCRM risks across clients, products and transactions, supported by improved data capabilities.
Going forward, the Bank’s focus will be on continuing to remediate and strengthen its Enterprise AML Program:
1)
investigations of identified FCRM risks;
2)
3)
4)
TD BANK GROUP • FOURTH QUARTER 2025 • EARNINGS NEWS RELEASE
Page 9
HOW WE PERFORMED
ECONOMIC SUMMARY AND OUTLOOK
The global economy remains on track to slow in calendar 2025 with decelerating cyclical momentum reinforced by trade barriers. Higher U.S. tariffs appear likely
to persist under the current administration. Inflation expectations have increased as the U.S. tariffs exert upward pressure on prices and complicate global supply
chains. This puts global central banks in the challenging position of gauging whether any resulting inflation is a one-time shock or will prove persistent.
The U.S. economy has softened overall in calendar 2025, although growth has been volatile on a quarter-to-quarter basis, buffeted by swings in trade policy and
the government shutdown. Smoothing through the volatility, consumer spending has slowed, and residential investment continues to contract, held back by
elevated borrowing costs. Government spending is also declining, as cutbacks at the federal level and the U.S. government shutdown have temporarily restrained
outlays. Business investment has managed to buck the trend, largely due to increased technology-related spending. TD Economics forecasts that a post-
shutdown-related rebound in activity, lower interest rates, tax cuts, and a more business-friendly regulatory environment will lift growth back above 2% in calendar
2026.
U.S. economic data releases have been delayed due to the government shutdown, increasing uncertainty on recent economic trends. As of September 2025,
hiring had lost momentum and the unemployment rate had risen to 4.4% – a new cycle high. At its latest meeting in October 2025, the Federal Reserve took
further action to ensure against a slowing labour market by cutting its overnight rate by a quarter point to 3.75-4.00%. Inflation has remained somewhat elevated in
recent months, but it is expected to cool after the one-time impact of tariffs has passed. TD Economics expects the Federal Reserve to lower the policy rate further
over the coming months to 3.00-3.25%, close to most estimates of a “neutral” level. But the pace of interest rate cuts will depend on the evolution of the job and
inflation data.
Canada’s economy is estimated to have turned in a third straight year of modest economic growth in calendar 2025 as the impact of U.S. import tariffs on
Canada’s exports offset the boost from lower borrowing costs. The effect of elevated uncertainty around tariff policy has weakened business and consumer
confidence about the future, and dampened spending. This soft hiring backdrop is expected to lift the unemployment rate from 6.9% in October 2025 to 7.3% by
(calendar) year end. Immigration policy changes have also resulted in slower population and labour force growth, which is expected to limit the rise in the
unemployment rate. New federal defense and infrastructure spending, an improvement in the housing market and firmer business investments are expected to
drive a moderately stronger growth picture in 2026.
The Canadian central bank lowered its overnight rate to 2.25% in October 2025. Provided inflation evolves in line with the Bank’s current forecast, the overnight
rate is expected to remain unchanged over the next several quarters. A generally weaker U.S. dollar and a gradual improvement in Canada’s economy are
expected to lift the Canadian dollar. TD Economics expects the Canadian dollar to appreciate to the 73-74 U.S. cent range by mid-2026, although it is likely to be
influenced by the path of U.S. trade policy.
HOW THE BANK REPORTS
The Bank prepares its Consolidated Financial Statements in accordance with IFRS, the current GAAP, and refers to results prepared in accordance with IFRS as
“reported” results.
Non-GAAP and Other Financial Measures
In addition to reported results, the Bank also presents certain financial measures, including non-GAAP financial measures that are historical, non-GAAP ratios,
supplementary financial measures and capital management measures, to assess its results. Non-GAAP financial measures, such as “adjusted” results, are utilized
to assess the Bank’s businesses and to measure the Bank’s overall performance. To arrive at adjusted results, the Bank adjusts for “items of note”, from reported
results. Items of note are items which management does not believe are indicative of underlying business performance and are disclosed in Table 3. Non-GAAP
ratios include a non-GAAP financial measure as one or more of its components. Examples of non-GAAP ratios include adjusted net interest margin, adjusted basic
and diluted earnings per share (EPS), adjusted dividend payout ratio, adjusted efficiency ratio, and adjusted effective income tax rate. The Bank believes that non-
GAAP financial measures and non-GAAP ratios provide the reader with a better understanding of how management views the Bank’s performance. Non-GAAP
financial measures and non-GAAP ratios used in this document are not defined terms under IFRS and, therefore, may not be comparable to similar terms used by
other issuers. Supplementary financial measures depict the Bank’s financial performance and position, and capital management measures depict the Bank’s
capital position, and both are explained in this document where they first appear.
U.S. Strategic Cards
The Bank’s U.S. strategic cards portfolio is comprised of agreements with certain U.S. retailers pursuant to which TD is the U.S. issuer of private label and co-
branded consumer credit cards to their U.S. customers. Under the terms of the individual agreements, the Bank and the retailers share in the profits generated by
the relevant portfolios after credit losses. Under IFRS, TD is required to present the gross amount of revenue and PCL related to these portfolios in the Bank’s
Consolidated Statement of Income. At the segment level, the retailer program partners’ share of revenues and credit losses is presented in the Corporate
segment, with an offsetting amount (representing the partners’ net share) recorded in Non-interest expenses, resulting in no impact to Corporate’s reported Net
income (loss). The Net income included in the U.S. Retail segment includes only the portion of revenue and credit losses attributable to TD under the agreements.
TD BANK GROUP • FOURTH QUARTER 2025 • EARNINGS NEWS RELEASE
Page 10
Investment in The Charles Schwab Corporation and Schwab IDA Agreement
On February 12, 2025, the Bank sold its entire remaining equity investment in Schwab through a registered offering and share repurchase by Schwab. For further
details, refer to the “Significant Events – Sale of Schwab Shares” section of this document. The Bank discontinued recording its share of earnings available to
common shareholders from its investment in Schwab following the sale.
Prior to the sale, the Bank accounted for its investment in Schwab using the equity method. The U.S. Retail segment reflected the Bank’s share of net income
from its investment in Schwab. The Corporate segment net income (loss) included amounts for amortization of acquired intangibles, the acquisition and integration
charges related to the Schwab transaction, and the Bank’s share of restructuring and other charges incurred by Schwab. The Bank’s share of Schwab’s earnings
available to common shareholders was reported with a one-month lag. For further details, refer to Note 12 of the Bank’s 2025 Annual Consolidated Financial
Statements.
Subsequent to the sale of the Bank’s entire remaining equity investment in Schwab, the Bank continues to have a business relationship with Schwab through the
Schwab IDA Agreement.
On May 4, 2023, the Bank and Schwab entered into an amended Schwab IDA Agreement, with an initial expiration of July 1, 2034. Pursuant to the Schwab IDA
Agreement, the Bank makes sweep deposit accounts available to clients of Schwab. Schwab designates a portion of the deposits with the Bank as fixed-rate
obligation amounts (FROA). Remaining deposits are designated as floating-rate obligations. The FROA floor is set at US$60 billion.
Refer to Note 26 of the Bank’s 2025 Annual Consolidated Financial Statements for further details on the Schwab IDA Agreement.
The following table provides the operating results on a reported basis for the Bank.
TABLE 2: OPERATING RESULTS – Reported
(millions of Canadian dollars)
For the three months ended
For the years ended
October 31
July 31
October 31
October 31
October 31
2025
2025
2024
2025
2024
Net interest income
$
8,545
$
8,526
$
7,940
$
33,062
$
30,472
Non-interest income
6,949
6,771
7,574
34,715
26,751
Total revenue
15,494
15,297
15,514
67,777
57,223
Provision for (recovery of) credit losses
982
971
1,109
4,506
4,253
Insurance service expenses
1,602
1,563
2,364
6,089
6,647
Non-interest expenses
8,808
8,522
8,050
33,539
35,493
Income before income taxes and share of net income from
investment in Schwab
4,102
4,241
3,991
23,643
10,830
Provision for (recovery of) income taxes
822
905
534
3,410
2,691
Share of net income from investment in Schwab
–
–
178
305
703
Net income (loss) – reported
3,280
3,336
3,635
20,538
8,842
Preferred dividends and distributions on other equity instruments
191
88
193
565
526
Net income available to common shareholders
$
3,089
$
3,248
$
3,442
$
19,973
$
8,316
TD BANK GROUP • FOURTH QUARTER 2025 • EARNINGS NEWS RELEASE
Page 11
The following table provides a reconciliation between the Bank’s adjusted and reported results. For further details refer to the “Significant Events” or “How We
Performed” or “How Our Business Performed” sections of this document.
TABLE 3: NON-GAAP FINANCIAL MEASURES – Reconciliation of Adjusted to Reported Net Income
(millions of Canadian dollars)
For the three months ended
For the years ended
October 31
July 31
October 31
October 31
October 31
2025
2025
2024
2025
2024
Operating results – adjusted
Net interest income
1,2
$
8,594
$
8,581
$
8,034
$
33,303
$
30,749
Non-interest income
3
7,434
7,033
6,863
28,507
26,040
Total revenue
16,028
15,614
14,897
61,810
56,789
Provision for (recovery of) credit losses
982
971
1,109
4,506
4,253
Insurance service expenses
1,602
1,563
2,364
6,089
6,647
Non-interest expenses
4
8,540
8,124
7,731
32,555
29,148
Income before income taxes and share of net income from
investment in Schwab
4,904
4,956
3,693
18,660
16,741
Provision for (recovery of) income taxes
999
1,085
695
3,975
3,355
Share of net income from investment in Schwab
5
–
–
207
340
891
Net income – adjusted
3,905
3,871
3,205
15,025
14,277
Preferred dividends and distributions on other equity instruments
191
88
193
565
526
Net income available to common shareholders – adjusted
3,714
3,783
3,012
14,460
13,751
Pre-tax adjustments for items of note
Amortization of acquired intangibles
6
(34)
(33)
(60)
(171)
(290)
Acquisition and integration charges related to the Schwab transaction
4,5
–
–
(35)
–
(109)
Share of restructuring and other charges from investment in Schwab
5
–
–
–
–
(49)
Restructuring charges
4
(190)
(333)
–
(686)
(566)
Acquisition and integration-related charges
4
(44)
(32)
(82)
(162)
(379)
Impact from the terminated FHN acquisition-related capital hedging strategy
1
(49)
(55)
(59)
(205)
(242)
Gain on sale of Schwab shares
3
–
–
1,022
8,975
1,022
Balance sheet restructuring
2,3
(485)
(262)
(311)
(2,803)
(311)
Indirect tax matters
2,4
–
–
(226)
–
(226)
Civil matter provision
4
–
–
–
–
(274)
Federal Deposit Insurance Corporation (FDIC) special assessment
4
–
–
72
–
(442)
Global resolution of the investigations into the Bank’s U.S. BSA/AML program
4
–
–
(52)
–
(4,233)
Less: Impact of income taxes
Amortization of acquired intangibles
(8)
(8)
(8)
(33)
(41)
Acquisition and integration charges related to the Schwab transaction
–
–
(9)
–
(23)
Restructuring charges
(50)
(85)
–
(176)
(150)
Acquisition and integration-related charges
(9)
(7)
(18)
(35)
(82)
Impact from the terminated FHN acquisition-related capital hedging strategy
(13)
(14)
(14)
(52)
(60)
Gain on sale of Schwab shares
–
–
–
407
–
Balance sheet restructuring
(97)
(66)
(77)
(676)
(77)
Indirect tax matters
–
–
(53)
–
(53)
Civil matter provision
–
–
–
–
(69)
FDIC special assessment
–
–
18
–
(109)
Total adjustments for items of note
(625)
(535)
430
5,513
(5,435)
Net income (loss) available to common shareholders – reported
$
3,089
$
3,248
$
3,442
$
19,973
$
8,316
1
Q4 2025: ($49) million, Q3 2025: ($55) million, 2025: ($205) million, Q4 2024: ($59) million, 2024: ($242) million, reported in the Corporate segment.
2
i.
ii.
3
i.
segment; and
ii.
reported in the U.S. Retail segment, and Q4 2025: $102 million, 2025: $102 million in respect of other activities, reported in the Corporate segment.
4
i.
ii.
iii.
segment;
iv.
Banking segment;
v.
vi.
vii.
viii.
5
segment:
i.
ii.
iii.
iv.
6
Amortization of acquired intangibles relates to intangibles acquired as a result of asset acquisitions and business combinations, including the after-tax amounts for amortization of
acquired intangibles relating to the share of net income from investment in Schwab, reported in the Corporate segment. Refer to footnotes 4 and 5 for amounts.
TD BANK GROUP • FOURTH QUARTER 2025 • EARNINGS NEWS RELEASE
Page 12
TABLE 4: RECONCILIATION OF REPORTED TO ADJUSTED EARNINGS PER SHARE
1
(Canadian dollars)
For the three months ended
For the years ended
October 31
July 31
October 31
October 31
October 31
2025
2025
2024
2025
2024
Basic earnings per share – reported
$
1.82
$
1.89
$
1.97
$
11.57
$
4.73
Adjustments for items of note
0.37
0.31
(0.25)
(3.19)
3.09
Basic earnings per share – adjusted
$
2.19
$
2.20
$
1.72
$
8.38
$
7.82
Diluted earnings per share – reported
$
1.82
$
1.89
$
1.97
$
11.56
$
4.72
Adjustments for items of note
0.36
0.31
(0.25)
(3.19)
3.09
Diluted earnings per share – adjusted
$
2.18
$
2.20
$
1.72
$
8.37
$
7.81
1
rounding.
TABLE 5: NON-GAAP FINANCIAL MEASURES – Reconciliation of Reported to Adjusted Provision for Income Taxes
(millions of Canadian dollars, except as noted)
For the three months ended
For the years ended
October 31
July 31
October 31
October 31
October 31
2025
2025
2024
2025
2024
Provision for income taxes – reported
1
$
822
$
905
$
534
$
3,410
$
2,691
Total adjustments for items of note
177
180
161
565
664
Provision for income taxes – adjusted
1
$
999
$
1,085
$
695
$
3,975
$
3,355
Effective income tax rate – reported
1
20.0
%
21.3
%
13.4
%
14.4
%
24.8
%
Effective income tax rate – adjusted
1
20.4
21.9
18.8
21.3
20.0
1
RETURN ON COMMON EQUITY
The consolidated Bank ROE is calculated as reported net income available to common shareholders as a percentage of average common equity. The
consolidated Bank adjusted ROE is calculated as adjusted net income available to common shareholders as a percentage of average common equity. Adjusted
ROE is a non-GAAP financial ratio and can be utilized in assessing the Bank’s use of equity.
ROE for the business segments is calculated as the segment net income as a percentage of average allocated capital. The Bank’s methodology for allocating
capital to its business segments is largely aligned with the common equity capital requirements under Basel III. Capital allocated to the business segments was
based on 11.5% of CET1 Capital in both fiscal 2024 and 2025.
TABLE 6: RETURN ON COMMON EQUITY
(millions of Canadian dollars, except as noted)
For the three months ended
For the years ended
October 31
July 31
October 31
October 31
October 31
2025
2025
2024
2025
2024
Average common equity
$
114,939
$
114,115
$
102,051
$
112,429
$
100,979
Net income available to common shareholders – reported
3,089
3,248
3,442
19,973
8,316
Items of note, net of income taxes
625
535
(430)
(5,513)
5,435
Net income available to common shareholders – adjusted
$
3,714
$
3,783
$
3,012
$
14,460
$
13,751
Return on common equity – reported
10.7
%
11.3
%
13.4
%
17.8
%
8.2
%
Return on common equity – adjusted
12.8
13.2
11.7
12.9
13.6
RETURN ON TANGIBLE COMMON EQUITY
Tangible common equity (TCE) is calculated as common shareholders’ equity less goodwill, imputed goodwill and intangibles on the investments in Schwab and
other acquired intangible assets, net of related deferred tax liabilities. ROTCE is calculated as reported net income available to common shareholders after
adjusting for the after-tax amortization of acquired intangibles, which are treated as an item of note, as a percentage of average TCE. Adjusted ROTCE is
calculated using reported net income available to common shareholders, adjusted for all items of note, as a percentage of average TCE. TCE, ROTCE, and
adjusted ROTCE can be utilized in assessing the Bank’s use of equity. TCE is a non-GAAP financial measure, and ROTCE and adjusted ROTCE are non-GAAP
ratios.
TABLE 7: RETURN ON TANGIBLE COMMON EQUITY
(millions of Canadian dollars, except as noted)
For the three months ended
For the years ended
October 31
July 31
October 31
October 31
October 31
2025
2025
2024
2025
2024
Average common equity
$
114,939
$
114,115
$
102,051
$
112,429
$
100,979
Average goodwill
18,814
18,652
18,568
18,987
18,431
Average imputed goodwill and intangibles on
investments in Schwab
–
–
5,328
1,575
5,836
Average other acquired intangibles
1
374
405
508
427
560
Average related deferred tax liabilities
(230)
(225)
(230)
(232)
(230)
Average tangible common equity
95,981
95,283
77,877
91,672
76,382
Net income available to common
shareholders – reported
3,089
3,248
3,442
19,973
8,316
Amortization of acquired intangibles, net of income taxes
26
25
52
138
249
Net income available to common
shareholders adjusted for amortization of
acquired intangibles, net of income taxes
3,115
3,273
3,494
20,111
8,565
Other items of note, net of income taxes
599
510
(482)
(5,651)
5,186
Net income available to common
shareholders – adjusted
$
3,714
$
3,783
$
3,012
$
14,460
$
13,751
Return on tangible common equity
12.9
%
13.6
%
17.8
%
21.9
%
11.2
%
Return on tangible common equity – adjusted
15.4
15.8
15.4
15.8
18.0
1
Excludes intangibles relating to software and asset servicing rights.
TD BANK GROUP • FOURTH QUARTER 2025 • EARNINGS NEWS RELEASE
Page 13
IMPACT OF FOREIGN EXCHANGE RATE ON U.S. RETAIL SEGMENT TRANSLATED EARNINGS
The following table reflects the estimated impact of foreign currency translation on key U.S. Retail segment income statement items. The impact is calculated as
the difference in translated earnings using the average U.S. to Canadian dollars exchange rates in the periods noted.
TABLE 8: IMPACT OF FOREIGN EXCHANGE RATE ON U.S. RETAIL SEGMENT TRANSLATED EARNINGS
(millions of Canadian dollars, except as noted)
For the three months ended
For the years ended
October 31, 2025 vs.
October 31, 2025 vs.
October 31, 2024
October 31, 2024
Increase (Decrease)
Increase (Decrease)
U.S. Retail
Total revenue – reported
$
56
$
319
Total revenue – adjusted
1
62
421
Non-interest expenses – reported
40
268
Non-interest expenses – adjusted
1
40
268
Net income excluding Schwab – reported, after-tax
12
24
Net income excluding Schwab – adjusted, after-tax
1
16
100
Share of net income from investment in Schwab
2
–
11
U.S. Retail net income – reported, after-tax
12
35
U.S. Retail net income – adjusted, after-tax
1
16
111
Earnings per share
(Canadian dollars)
Basic – reported
$
0.01
$
0.02
Basic – adjusted
1
0.01
0.06
Diluted – reported
0.01
0.02
Diluted – adjusted
1
0.01
0.06
Average foreign exchange rate (equivalent of CAD $1.00)
For the three months ended
For the years ended
October 31
October 31
October 31
October 31
2025
2024
2025
2024
U.S. dollar
0.721
0.733
0.714
0.735
1
For additional information about the Bank’s use of non-GAAP financial measures, refer to “Non-GAAP and Other Financial Measures” in the “How We Performed” section of this
document.
2
Share of net income from investment in Schwab and the foreign exchange impact were reported with a one-month lag.
HOW OUR BUSINESSES PERFORMED
For management reporting purposes, the Bank’s business operations and activities are organized around the following four key business segments: Canadian
Personal and Commercial Banking, U.S. Retail, Wealth Management and Insurance, and Wholesale Banking. The Bank’s other activities are grouped into the
Corporate segment.
Results of each business segment reflect revenue, expenses, assets, and liabilities generated by the businesses in that segment. Where applicable, the Bank
measures and evaluates the performance of each segment based on adjusted results and ROE, and for those segments the Bank indicates that the measure is
adjusted. For further details, refer to Note 27 of the Bank’s Consolidated Financial Statements for the year ended October 31, 2025. Effective fiscal 2025, certain
U.S. governance and control investments, including costs for U.S. BSA/AML remediation, previously reported in the Corporate segment are now reported in the
U.S. Retail segment. Comparative amounts have been reclassified to conform with the presentation adopted in the current period.
PCL related to performing (Stage 1 and Stage 2) and impaired (Stage 3) financial assets, loan commitments, and financial guarantees is recorded within the
respective segment.
Net interest income within Wholesale Banking is calculated on a taxable equivalent basis (TEB), which means that the value of non-taxable or tax-exempt
income, including dividends, is adjusted to its equivalent before-tax value. Using TEB allows the Bank to measure income from all securities and loans consistently
and makes for a more meaningful comparison of net interest income with similar institutions. The TEB increase to net interest income and provision for income
taxes reflected in Wholesale Banking results is reversed in the Corporate segment. The TEB adjustment for the quarter was $17 million, compared with $19 million
in the fourth quarter last year, and $16 million in the prior quarter.
On February 12, 2025, the Bank sold its entire remaining equity investment in Schwab. Prior to the sale, the Bank accounted for its investment in Schwab using
the equity method and the share of net income from investment in Schwab was reported in the U.S. Retail segment. Amounts for amortization of acquired
intangibles, the acquisition and integration charges related to the Schwab transaction, and the Bank’s share of restructuring and other charges incurred by Schwab
were recorded in the Corporate segment. Refer to “Significant Events – Sale of Schwab Shares” for further details. Effective fiscal 2025, discussions of the
U.S. Retail segment’s performance exclude Schwab.
TD BANK GROUP • FOURTH QUARTER 2025 • EARNINGS NEWS RELEASE
Page 14
TABLE 9: CANADIAN PERSONAL AND COMMERCIAL BANKING
(millions of Canadian dollars, except as noted)
For the three months ended
October 31
July 31
October 31
2025
2025
2024
Net interest income
$
4,304
$
4,239
$
4,058
Non-interest income
1,001
1,002
1,006
Total revenue
5,305
5,241
5,064
Provision for (recovery of) credit losses – impaired
447
376
456
Provision for (recovery of) credit losses – performing
90
87
(26)
Total provision for (recovery of) credit losses
537
463
430
Non-interest expenses
2,178
2,066
2,102
Provision for (recovery of) income taxes
725
759
709
Net income
$
1,865
$
1,953
$
1,823
Selected volumes and ratios
Return on common equity
1
30.4
%
32.5
%
32.0
%
Net interest margin (including on securitized assets)
2
2.82
2.83
2.80
Efficiency ratio
41.1
39.4
41.5
Number of Canadian Retail branches at period end
1,051
1,054
1,060
Average number of full-time equivalent staff
3
33,325
32,698
32,925
1
2
non-GAAP financial measure. Refer to “Non-GAAP and Other Financial Measures” in the “How We Performed” section of this document and the Glossary in the Bank’s 2025 MD&A, for
additional information about these metrics.
3
The change mainly impacts the Canadian Personal and Commercial Banking segment. Average number of full-time equivalent staff has been restated for comparative periods.
Quarterly comparison – Q4 2025 vs. Q4 2024
Canadian Personal and Commercial Banking net income for the quarter was $1,865 million, an increase of $42 million, or 2%, compared with the fourth quarter
last year, primarily reflecting higher revenue, partially offset by higher PCL and non-interest expenses. The annualized ROE for the quarter was 30.4%, compared
with 32.0%, in the fourth quarter last year.
Revenue for the quarter was $5,305 million, an increase of $241 million, or 5%, compared with the fourth quarter last year. Net interest income was
$4,304 million, an increase of $246 million, or 6%, primarily reflecting volume growth. Average loan volumes increased $29 billion, or 5%, reflecting 5% growth in
personal loans and 6% growth in business loans. Average deposit volumes increased $18 billion, or 4%, reflecting 3% growth in personal deposits and 5% growth
in business deposits. Net interest margin was 2.82%, an increase of 2 bps, primarily due to higher margins on loans and deposits. Non-interest income was
$1,001 million, relatively flat compared with the fourth quarter last year.
PCL for the quarter was $537 million, an increase of $107 million compared with the fourth quarter last year. PCL – impaired was $447 million, a decrease of
$9 million, or 2%, largely reflecting lower provisions in the commercial lending portfolio partially offset by credit migration in the consumer lending portfolios. PCL –
performing was $90 million, compared with a recovery of $26 million in the fourth quarter last year. The performing provisions this quarter were largely related to
the adoption impact of a model update in the credit card portfolio, partially offset by an improvement to the macroeconomic forecast. Total PCL as an annualized
percentage of credit volume was 0.35%, an increase of 5 bps compared with the fourth quarter last year.
Non-interest expenses for the quarter were $2,178 million, an increase of $76 million, or 4%, compared with the fourth quarter last year, reflecting higher
employee-related expenses and other operating expenses.
The efficiency ratio for the quarter was 41.1%, compared with 41.5% in the fourth quarter last year.
Quarterly comparison – Q4 2025 vs. Q3 2025
Canadian Personal and Commercial Banking net income for the quarter was $1,865 million, a decrease of $88 million, or 5%, compared with the prior quarter,
primarily reflecting higher non-interest expenses and PCL, partially offset by higher revenue. The annualized ROE for the quarter was 30.4%, compared with
32.5% in the prior quarter.
Revenue increased $64 million, or 1%, compared with the prior quarter. Net interest income increased $65 million, or 2%, primarily reflecting volume growth.
Average loan volumes increased $13 billion, or 2%, reflecting 2% growth in personal loans and 1% growth in business loans. Average deposit volumes increased
$5 billion, or 1%, reflecting relatively flat personal deposits and 2% growth in business deposits. Net interest margin was 2.82%, a decrease of 1 basis point,
primarily due to changes in balance sheet mix. As we look forward to the first quarter of fiscal 2026, we expect net interest margin to remain relatively stable
Non-interest income was relatively flat compared with the prior quarter.
PCL for the quarter was $537 million, an increase of $74 million compared with the prior quarter. PCL – impaired was $447 million, an increase of $71 million, or
19%, largely reflecting credit migration in the consumer lending portfolios. PCL – performing was $90 million, an increase of $3 million compared with the prior
quarter. The performing provisions this quarter were largely related to the adoption impact of a model update in the credit card portfolio, partially offset by an
improvement to the macroeconomic forecast. Total PCL as an annualized percentage of credit volume was 0.35%, an increase of 4 bps compared with the prior
quarter.
Non-interest expenses increased $112 million, or 5% compared with the prior quarter, primarily reflecting higher operating expenses and non-credit provisions.
The efficiency ratio was 41.1%, compared with 39.4% in the prior quarter.
15
dynamics, and deposit reinvestment rates and maturity profiles, and are subject to inherent risks and uncertainties, including those set out in the “Risk Factors That May Affect Future
Results” section of the Bank’s 2025 MD&A.
TD BANK GROUP • FOURTH QUARTER 2025 • EARNINGS NEWS RELEASE
Page 15
Update on U.S. Balance Sheet Restructuring Activities
Following the announcement of the Global Resolution on October 10, 2024, the Bank executed balance sheet restructuring activities to help ensure the Bank can
continue to support customers’ financial needs in the U.S., while not exceeding the limitation on the combined total assets of TD Bank, N.A. and TD Bank USA,
N.A. (the “U.S. Bank”). Since the fourth quarter of fiscal 2024, and through fiscal 2025, the Bank sold US$31.9 billion of bonds, resulting in an aggregate loss of
US$1,592 million pre-tax. The net interest income benefit from these sales and reinvestment of proceeds was US$500 million pre-tax in fiscal 2025 and is
expected to be approximately US$550 million pre-tax in fiscal 2026
In addition, the Bank reduced the U.S. Bank’s assets by more than 10% from the asset level as of September 30, 2024, largely by selling or winding down
$22 billion of non-scalable or non-core U.S. loan portfolios that did not align with the U.S. Retail segment’s focused strategy or have lower returns on investment.
This reduction in assets reduced the total Bank's net interest income by approximately US$100 million pre-tax in fiscal 2025 and is expected to reduce net interest
income by approximately US$280 million pre-tax in fiscal 2026
During the year, the Bank used proceeds from the sale of the loans, investment maturities, and cash on hand, to pay down US$43 billion of short-term borrowings.
Accordingly, as of October 31, 2025, the combined total assets of the U.S. Bank were US$382 billion.
As of September 30, 2025, the combined total assets of the U.S. Bank, as measured in accordance with the OCC Consent Order which utilizes the average of spot
balances of June 30, 2025, and September 30, 2025, was US$388 billion.
In the aggregate, total losses associated with the Bank’s U.S. balance sheet restructuring activities from October 10, 2024, through October 31, 2025, are
US$2,128 million pre-tax and US$1,597 million after-tax. As of October 31, 2025, the Bank has largely completed its U.S. balance sheet restructuring activities and
no additional losses associated with this program are expected in fiscal 2026
16
within the Bank’s control.
17
remaining loan portfolios are wound down.
18
depending on factors both within and outside the Bank’s control. Refer to the “Risk Factors That May Affect Future Results” section of the Bank’s 2025 MD&A for additional information
about risks and uncertainties that may impact the Bank’s estimates.
TD BANK GROUP • FOURTH QUARTER 2025 • EARNINGS NEWS RELEASE
Page 16
TABLE 10: U.S. RETAIL
(millions of dollars, except as noted)
For the three months ended
October 31
July 31
October 31
Canadian Dollars
2025
2025
2024
Net interest income
$
3,165
$
3,101
$
2,924
Non-interest income – reported
288
376
287
Non-interest income – adjusted
1,2
671
638
598
Total revenue – reported
3,453
3,477
3,211
Total revenue – adjusted
1,2
3,836
3,739
3,522
Provision for (recovery of) credit losses – impaired
331
330
418
Provision for (recovery of) credit losses – performing
(27)
(13)
(29)
Total provision for (recovery of) credit losses
304
317
389
Non-interest expenses – reported
2,500
2,381
2,324
Non-interest expenses – adjusted
1,3
2,500
2,381
2,344
Provision for (recovery of) income taxes – reported
(70)
19
(50)
Provision for (recovery of) income taxes – adjusted
1
25
85
9
U.S. Retail net income excluding Schwab – reported
719
760
548
U.S. Retail net income excluding Schwab – adjusted
1
1,007
956
780
Share of net income from investment in Schwab
4,5
–
–
154
U.S. Retail net income – reported
$
719
$
760
$
702
U.S. Retail net income – adjusted
1
1,007
956
934
U.S. Dollars
Net interest income
$
2,281
$
2,256
$
2,141
Non-interest income – reported
210
276
212
Non-interest income – adjusted
1,2
484
464
438
Total revenue – reported
2,491
2,532
2,353
Total revenue – adjusted
1,2
2,765
2,720
2,579
Provision for (recovery of) credit losses – impaired
238
240
306
Provision for (recovery of) credit losses – performing
(18)
(9)
(21)
Total provision for (recovery of) credit losses
220
231
285
Non-interest expenses – reported
1,801
1,732
1,703
Non-interest expenses – adjusted
1,3
1,801
1,732
1,717
Provision for (recovery of) income taxes – reported
(50)
15
(37)
Provision for (recovery of) income taxes – adjusted
1
18
62
6
U.S. Retail net income excluding Schwab – reported
520
554
402
U.S. Retail net income excluding Schwab – adjusted
1
726
695
571
Share of net income from investment in Schwab
4,5
–
–
114
U.S. Retail net income – reported
$
520
$
554
$
516
U.S. Retail net income – adjusted
1
726
695
685
Selected volumes and ratios
U.S. Retail return on common equity excluding Schwab – reported
6
6.7
%
7.1
%
5.3
%
U.S. Retail return on common equity excluding Schwab – adjusted
1,6
9.3
8.9
7.5
U.S. Retail return on common equity – reported
6
6.7
%
7.1
%
6.2
%
U.S. Retail return on common equity – adjusted
1,6
9.3
8.9
8.2
Net interest margin
7
3.25
3.19
2.77
Efficiency ratio – reported
72.3
68.4
72.4
Efficiency ratio – adjusted
1
65.1
63.7
66.6
Assets under administration (billions of U.S. dollars)
8
$
46
$
46
$
43
Assets under management (billions of U.S. dollars)
8
10
10
8
Number of U.S. retail stores
1,100
1,100
1,132
Average number of full-time equivalent staff
29,158
28,817
27,802
1
document.
2
i.
US$141 million after-tax), Q4 2024: $311 million or US$226 million ($234 million or US$170 million after-tax).
3
i.
ii.
4
5
share of Schwab’s restructuring charges, and the Bank’s share of Schwab’s FDIC special assessment charge were recorded in the Corporate segment.
6
7
and the impact of intercompany deposits and cash collateral, which management believes better reflects segment performance. In addition, the value of tax-exempt interest income is
adjusted to its equivalent before-tax value. For investment securities, the adjustment to fair value is included in the calculation of average interest-earning assets. Net interest income and
average interest-earning assets used in the calculation are non-GAAP financial measures. Management believes this calculation better reflects segment performance.
8
TD BANK GROUP • FOURTH QUARTER 2025 • EARNINGS NEWS RELEASE
Page 17
On February 12, 2025, the Bank sold its entire remaining equity investment in Schwab. Prior to the sale, the Bank accounted for its investment in Schwab using
the equity method and the share of net income from investment in Schwab was reported in the U.S. Retail segment. Amounts for amortization of acquired
intangibles, the acquisition and integration charges related to the Schwab transaction, and the Bank’s share of restructuring and other charges incurred by Schwab
were recorded in the Corporate segment. Refer to “Significant Events” for further details. Effective fiscal 2025, discussions of the U.S. Retail segment’s
performance exclude Schwab.
Quarterly comparison – Q4 2025 vs. Q4 2024
U.S. Retail reported net income was $719 million (US$520 million), an increase of $171 million (US$118 million), or 31% (29% in U.S. dollars), compared with the
fourth quarter last year, excluding Schwab earnings of $154 million (US$114 million) in the fourth quarter last year, primarily reflecting the impact of U.S. balance
sheet restructuring activities, lower PCL, and the impact of the charges for the global resolution of the investigations into the Bank’s U.S. BSA/AML program in the
fourth quarter last year, partially offset by higher governance and control investments, including costs for U.S. BSA/AML remediation in the current quarter.
U.S. Retail adjusted net income was $1,007 million (US$726 million), an increase of $227 million (US$155 million), or 29% (27% in U.S. dollars), compared with
the fourth quarter last year, primarily reflecting the impact of U.S. balance sheet restructuring activities, and lower PCL, partially offset by higher governance and
control investments, including costs for U.S. BSA/AML remediation. The reported and adjusted annualized ROE excluding Schwab for the quarter were 6.7% and
9.3%, respectively, compared with 5.3% and 7.5%, respectively, in the fourth quarter last year.
Reported revenue for the quarter was US$2,491 million, an increase of US$138 million, or 6%, compared with the fourth quarter last year. On an adjusted basis,
revenue for the quarter was US$2,765 million, an increase of US$186 million, or 7%. Reported and adjusted net interest income of US$2,281 million, increased
US$140 million, or 7%, largely reflecting the impact of U.S. balance sheet restructuring activities and higher deposit margins, partially offset by an adjustment for
client deposit rates. Reported net interest margin of 3.25%, increased 48 bps, due to the impact of U.S. balance sheet restructuring activities, normalization of
elevated liquidity levels (which positively impacted net interest margin by 24 bps), and higher deposit margins, partially offset by an adjustment for client deposit
rates. Reported non-interest income was US$210 million, a decrease of US$2 million, or 1%, compared with the fourth quarter last year, reflecting the impact of
U.S. balance sheet restructuring activities, partially offset by higher fee income. On an adjusted basis, non-interest income of US$484 million increased
US$46 million, or 11%, compared with the fourth quarter last year, reflecting higher fee income.
Average loan volumes decreased US$17 billion, or 9%, compared with the fourth quarter last year. Personal loans decreased 7% and business loans decreased
10%, reflecting U.S. balance sheet restructuring activities. Excluding the impact of the loan portfolios identified for sale or run-off under our U.S. balance sheet
restructuring program, average loan volumes increased US$3 billion, or 2%
. Average deposit volumes decreased US$6 billion, or 2%, reflecting a 5% decrease
in sweep deposits and a 2% decrease in business deposits. Personal deposits were relatively flat compared with the fourth quarter last year.
Assets under administration (AUA) were US$46 billion as at October 31, 2025, an increase of US$3 billion, or 7%, compared with the fourth quarter last year,
and assets under management (AUM) were US$10 billion as of October 31, 2025, an increase of US$2 billion, or 25%, compared with the fourth quarter last year,
both reflecting net asset growth and market appreciation.
PCL for the quarter was US$220 million, a decrease of US$65 million, or 23%, compared with the fourth quarter last year. PCL – impaired was US$238 million, a
decrease of US$68 million, or 22%, largely reflecting lower provisions in the commercial lending portfolio. PCL – performing was a recovery of US$18 million,
compared with a recovery of $21 million in the fourth quarter last year. The performing recovery this quarter largely reflects an improvement to the macroeconomic
forecast, and lower volume. U.S. Retail PCL including only the Bank’s share of PCL in the U.S. strategic cards portfolio, as an annualized percentage of credit
volume was 0.50%, a decrease of 9 bps compared with the fourth quarter last year.
Effective fiscal 2025, U.S. Retail segment non-interest expenses include certain U.S. governance and control investments, including costs for U.S. BSA/AML
remediation which were previously reported in the Corporate segment. Comparative amounts have been reclassified to conform with the presentation adopted in
the current period. Reported non-interest expenses for the quarter were US$1,801 million, an increase of US$98 million, or 6%, compared to the fourth quarter last
year, reflecting higher governance and control investments including costs of US$155 million for U.S. BSA/AML remediation, higher employee-related expenses,
and the expense recovery of the FDIC special assessment charge in the fourth quarter last year, partially offset by
costs associated with the extension of our credit
card program agreement with Nordstrom in the fourth quarter last year. On an adjusted basis, non-interest expenses increased US$84 million, or 5%, reflecting
higher governance and control investments, including costs for U.S. BSA/AML remediation, and higher employee-related expenses, partially offset by
costs
associated with the extension of our credit card program agreement with Nordstrom in the fourth quarter last year.
The reported and adjusted efficiency ratios for the quarter were 72.3% and 65.1%, respectively, compared with 72.4% and 66.6%, respectively, in the fourth
quarter last year.
Quarterly comparison – Q4 2025 vs. Q3 2025
U.S. Retail reported net income was $719 million (US$520 million), a decrease of $41 million (US$34 million), or 5% (6% in U.S. dollars), compared with the prior
quarter, primarily reflecting the impact of U.S. balance sheet restructuring activities and higher employee-related expenses, partially offset by higher revenue and
lower PCL. U.S. Retail adjusted net income was $1,007 million (US$726 million), an increase of $51 million (US$31 million), or 5% (4% in U.S. dollars), compared
to the prior quarter, primarily reflecting higher revenue and lower PCL, partially offset by higher employee-related expenses. The reported and adjusted annualized
ROE for the quarter were 6.7% and 9.3%, respectively, compared with 7.1% and 8.9%, respectively, in the prior quarter.
Reported revenue was US$2,491 million, a decrease of US$41 million, or 2%, compared with the prior quarter. On an adjusted basis, revenue was
US$2,765 million, an increase of US$45 million, or 2%, compared with the prior quarter. Net interest income of US$2,281 million, increased US$25 million, or 1%,
driven by higher deposit margins. Reported net interest margin of 3.25%, increased 6 bps, due to higher deposit margins, higher loan margins from U.S. balance
sheet restructuring activities and normalization of elevated liquidity levels. Net interest margin is expected to mode
rately
expand in the first quarter of fiscal 2026
.
Reported non-interest income was US$210 million, a decrease of US$66 million, or 24%, reflecting the impact of U.S. balance sheet restructuring activities,
partially offset by higher fee income. On an adjusted basis, non-interest income of US$484 million increased US$20 million, or 4%, compared with the prior
quarter, reflecting higher fee income.
Average loan volumes decreased US$3 billion, or 2%, compared with the prior quarter, reflecting a 5% decrease in business loans, partially offset by a 1%
increase in personal loans, reflecting the impact of U.S. balance sheet restructuring activities. Excluding the impact of the loan portfolios identified for sale or run-
off under our U.S. balance sheet restructuring program, average loan volumes increased US$1 billion, or 1%
Average deposit volumes decreased
US$4 billion, or 1%, compared with the prior quarter, reflecting a 3% decrease in sweep deposits and a 1% decrease in personal deposits. Business deposits are
relatively flat compared with the prior quarter.
19
auto dealer portfolio, and other non-core portfolios. Q4 2025 average loan volumes: US$177 billion (Q3 2025: US$180 billion; Q4 2024: US$193 billion). Q4 2025 average loan volumes
of loan portfolios identified for sale or run-off: US$15 billion (Q3 2025: US$20 billion; Q4 2024: US$35 billion). Q4 2025 average loan volumes excluding loan portfolios identified for sale
or run-off: US$161 billion (Q3 2025: US$160 billion; Q4 2024: US$158 billion).
20
document.
21
execution of planned restructuring opportunities, and other variables, and are subject to inherent risks and uncertainties, including those set out in the “Risk Factors That May Affect
Future Results” section of the Bank’s 2025 MD&A.
TD BANK GROUP • FOURTH QUARTER 2025 • EARNINGS NEWS RELEASE
Page 18
AUA were US$46 billion as at October 31, 2025, flat compared with the prior quarter. AUM were US$10 billion, flat compared with the prior quarter.
PCL for the quarter was US$220 million, a decrease of US$11 million, or 5%, compared with the prior quarter. PCL – impaired was US$238 million, a decrease
of US$2 million, or 1%, reflecting lower provisions in the commercial lending portfolio, largely offset by credit migration in the credit card and auto portfolios, with
contribution from seasonal trends. PCL – performing was a recovery of US$18 million, compared with a recovery of US$9 million in the prior quarter. The
performing recovery this quarter largely reflects an improvement to the macroeconomic forecast, and lower volume. U.S. Retail PCL including only the Bank’s
share of PCL in the U.S. strategic cards portfolio, as an annualized percentage of credit volume was 0.50%, a decrease of 1 bps compared with the prior quarter.
Non-interest expenses for the quarter were US$1,801 million, an increase of US$69 million, or 4%, compared with the prior quarter, reflecting higher employee-
related expenses.
The reported and adjusted efficiency ratios for the quarter were 72.3% and 65.1%, respectively, compared with 68.4% and 63.7%, respectively, in the prior
quarter.
TABLE 11: WEALTH MANAGEMENT AND INSURANCE
(millions of Canadian dollars, except as noted)
For the three months ended
October 31
July 31
October 31
2025
2025
2024
Net interest income
$
389
$
373
$
321
Non-interest income
3,399
3,300
3,616
Total revenue
3,788
3,673
3,937
Insurance service expenses
1
1,602
1,563
2,364
Non-interest expenses
1,239
1,155
1,107
Provision for (recovery of) income taxes
248
252
117
Net income
$
699
$
703
$
349
Selected volumes and ratios
Return on common equity
43.1
%
44.7
%
22.5
%
Return on common equity – Wealth Management
2
66.3
62.4
56.6
Return on common equity – Insurance
18.1
24.7
(13.1)
Efficiency ratio
32.7
31.4
28.1
Efficiency ratio, net of ISE
3
56.7
54.7
70.4
Assets under administration (billions of Canadian dollars)
4
$
759
$
709
$
651
Assets under management (billions of Canadian dollars)
601
572
530
Average number of full-time equivalent staff
15,829
15,443
15,062
1
2
3
Q4 2024: $1,573 million. Total revenue, net of ISE is a non-GAAP financial measure. Refer to “Non-GAAP and Other Financial Measures” in the “How We Performed” section of this
document and the Glossary in the Bank’s 2025 MD&A for additional information about this metric.
4
AUA administered by TD Investment Services Inc. which is part of the Canadian Personal and Commercial Banking segment.
Quarterly comparison – Q4 2025 vs. Q4 2024
Wealth Management and Insurance net income for the quarter was $699 million, an increase of $350 million, compared with the fourth quarter last year, reflecting
lower estimated losses from catastrophe claims and higher revenue from Wealth Management. Wealth Management net income for the quarter was $557 million,
an increase of $109 million, or 24%, compared with the fourth quarter last year, and Insurance net income for the quarter was $142 million, an increase of
$241 million, compared with the fourth quarter last year. The annualized ROE for the quarter was 43.1%, compared with 22.5% in the fourth quarter last year.
Wealth Management annualized ROE for the quarter was 66.3%, compared with 56.6% in the fourth quarter last year, and Insurance annualized ROE for the
quarter was 18.1% compared with (13.1)% in the fourth quarter last year.
Revenue for the quarter was $3,788 million, a decrease of $149 million, or 4%, compared with the fourth quarter last year, reflecting the impact of $718 million in
reinsurance recoveries for catastrophe claims in the fourth quarter last year. Non-interest income was $3,399 million, a decrease of $217 million, or 6%, reflecting
the impact of reinsurance recoveries for catastrophe claims in the fourth quarter last year, partially offset by higher insurance premiums, fee-based revenue, and
transaction revenue in the current period. Net interest income was $389 million, an increase of $68 million, or 21%, compared with the fourth quarter last year,
reflecting higher deposit volumes and margins.
AUA were $759 billion as at October 31, 2025, an increase of $108 billion, or 17%, and AUM were $601 billion as at October 31, 2025, an increase of $71 billion,
or 13%, compared with the fourth quarter last year, both reflecting market appreciation and net asset growth.
Insurance service expenses for the quarter were $1,602 million, a decrease of $762 million, or 32%, compared with the fourth quarter last year, primarily
reflecting lower estimated losses from catastrophe claims.
Non-interest expenses for the quarter were $1,239 million, an increase of $132 million, or 12%, compared with the fourth quarter last year, reflecting higher
variable compensation, technology spend supporting business growth, and employee-related expenses.
The efficiency ratio for the quarter was 32.7%, compared with 28.1% in the fourth quarter last year. The efficiency ratio, net of ISE for the quarter was 56.7%,
compared with 70.4% in the fourth quarter last year.
Quarterly comparison – Q4 2025 vs. Q3 2025
Wealth Management and Insurance net income for the quarter was $699 million, a decrease of $4 million, or 1%, compared with the prior quarter, reflecting Wealth
Management net income of $557 million, an increase of $36 million, or 7%, compared with the prior quarter, and Insurance net income of $142 million, a decrease
of $40 million, or 22%, compared with the prior quarter. The annualized ROE for the quarter was 43.1%, compared with 44.7% in the prior quarter. Wealth
Management annualized ROE for the quarter was 66.3%, compared with 62.4% in the prior quarter, and Insurance annualized ROE for the quarter was 18.1%
compared with 24.7% in the prior quarter.
Revenue increased $115 million, or 3%, compared with the prior quarter. Non-interest income increased $99 million, or 3%, reflecting higher fee-based revenue,
transaction revenue, and higher insurance premiums. Net interest income increased $16 million, or 4%, reflecting higher deposit volumes.
AUA increased $50 billion, or 7%, and AUM increased $29 billion, or 5%, compared with the prior quarter, both reflecting market appreciation.
Insurance service expenses for the quarter increased $39 million, or 2%, compared with the prior quarter, primarily driven by increased claims severity.
Non-interest expenses for the quarter were $1,239 million, an increase of $84 million or 7%, compared with the prior quarter, primarily reflecting higher
technology spend supporting business growth, and higher variable compensation.
The efficiency ratio for the quarter was 32.7%, compared with 31.4% in the prior quarter. The efficiency ratio, net of ISE for the quarter was 56.7%, compared
with 54.7% in the prior quarter.
TD BANK GROUP • FOURTH QUARTER 2025 • EARNINGS NEWS RELEASE
Page 19
TABLE 12: WHOLESALE BANKING
(millions of Canadian dollars, except as noted)
For the three months ended
October 31
July 31
October 31
2025
2025
2024
Net interest income (loss) (TEB)
$
(66)
$
110
$
221
Non-interest income
2,266
1,953
1,550
Total revenue
2,200
2,063
1,771
Provision for (recovery of) credit losses – impaired
28
63
134
Provision for (recovery of) credit losses – performing
(4)
8
–
Total provision for (recovery of) credit losses
24
71
134
Non-interest expenses – reported
1,559
1,493
1,336
Non-interest expenses – adjusted
1,2
1,515
1,461
1,254
Provision for (recovery of) income taxes (TEB) – reported
123
101
66
Provision for (recovery of) income taxes (TEB) – adjusted
1
132
108
84
Net income – reported
494
398
235
Net income – adjusted
1
$
529
$
423
$
299
Selected volumes and ratios
Trading-related revenue (TEB)
3
$
865
$
873
$
633
Average gross lending portfolio (billions of Canadian dollars)
4
90.0
96.8
97.0
Return on common equity – reported
5
11.6
%
9.3
%
5.9
%
Return on common equity – adjusted
1,5
12.4
9.9
7.5
Efficiency ratio – reported
70.9
72.4
75.4
Efficiency ratio – adjusted
1
68.9
70.8
70.8
Average number of full-time equivalent staff
7,438
7,342
6,975
1
For additional information about the Bank’s use of non-GAAP financial measures, refer to “Non-GAAP and Other Financial Measures” in the “How We Performed” section of this
document.
2
Adjusted non-interest expenses exclude the acquisition and integration-related charges for the Cowen acquisition – Q4 2025: $44 million ($35 million after-tax), Q3 2025: $32 million
($25 million after-tax), Q4 2024: $82 million ($64 million after-tax).
3
Includes net interest income (loss) (TEB) of ($419) million (Q3 2025 – ($231) million, Q4 2024 – ($149) million), and trading income (loss) of $1,284 million (Q3 2025 – $1,104 million,
Q4 2024 – $782 million). Trading-related revenue (TEB) is a non-GAAP financial measure. Refer to “Non-GAAP and Other Financial Measures” in the “How We Performed” section and
the Glossary in the Bank’s 2025 MD&A, for additional information about this metric.
4
Includes gross loans relating to Wholesale Banking, excluding letters of credit, cash collateral, credit default swaps, and allowance for credit losses.
5
Capital allocated to the business segment was 11.5% CET1 Capital.
Quarterly comparison – Q4 2025 vs. Q4 2024
Wholesale Banking reported net income for the quarter was $494 million, an increase of $259 million, compared with the fourth quarter last year, primarily
reflecting higher revenue and lower PCL, partially offset by higher non-interest expenses and higher income taxes. On an adjusted basis, net income was
$529 million, an increase of $230 million, or 77%, compared with the fourth quarter last year.
Revenue for the quarter was $2,200 million, an increase of $429 million, or 24%, compared with the fourth quarter last year, primarily reflecting higher trading-
related revenue, underwriting fees, advisory fees and equity commissions, partially offset by the net change in fair value of loan underwriting commitments.
PCL for the quarter was $24 million, a decrease of $110 million compared with the fourth quarter last year. PCL – impaired was $28 million, a decrease of
$106 million compared with the prior year, reflecting a lower pace of credit migration in the current quarter. PCL – performing was a recovery of $4 million,
compared with nil in the fourth quarter last year.
Reported non-interest expenses for the quarter were $1,559 million, an increase of $223 million, or 17%, compared with the fourth quarter last year, primarily
reflecting higher variable compensation and spend supporting business growth, including technology, partially offset by lower acquisition and integration-related
costs. On an adjusted basis, non-interest expenses were $1,515 million, an increase of $261 million, or 21%.
Quarterly comparison – Q4 2025 vs. Q3 2025
Wholesale Banking reported net income for the quarter was $494 million, an increase of $96 million, or 24%, compared with the prior quarter, primarily reflecting
higher revenue and lower PCL, partially offset by higher non-interest expenses and higher income taxes. On an adjusted basis, net income was $529 million, an
increase of $106 million, or 25%.
Revenue for the quarter increased $137 million, or 7%, compared with the prior quarter, primarily reflecting higher underwriting fees, advisory fees and equity
commissions, partially offset by the net change in fair value of loan underwriting commitments.
PCL for the quarter was $24 million, a decrease of $47 million compared with the prior quarter. PCL – impaired was $28 million, a decrease of $35 million,
reflecting a lower pace of credit migration in the current quarter. PCL – performing was a recovery of $4 million, compared with a build of $8 million in the prior
quarter.
Reported non-interest expenses for the quarter increased $66 million, or 4%, compared with the prior quarter, primarily reflecting higher spend supporting
business growth, front office costs, and acquisition and integration-related costs. On an adjusted basis, non-interest expenses increased $54 million, or 4%.
Effective November 1, 2025, there will no longer be any acquisition and integration-related charges related to the Cowen acquisition in Wholesale Banking
22
uncertainties. Results may vary depending on factors both within and outside the Bank’s control. Refer to the “Risk Factors That May Affect Future Results” section of the Bank’s
2025 MD&A for additional information about risks and uncertainties that may impact the Bank’s estimates .
TD BANK GROUP • FOURTH QUARTER 2025 • EARNINGS NEWS RELEASE
Page 20
TABLE 13: CORPORATE
(millions of Canadian dollars)
For the three months ended
October 31
July 31
October 31
2025
2025
2024
Net income (loss) – reported
$
(497)
$
(478)
$
526
Adjustments for items of note
Amortization of acquired intangibles
34
33
60
Acquisition and integration charges related to the Schwab transaction
–
–
35
Restructuring charges
190
333
–
Impact from the terminated FHN acquisition-related capital hedging strategy
49
55
59
Gain on sale of Schwab shares
–
–
(1,022)
Balance sheet restructuring
102
–
–
Indirect tax matters
–
–
226
Less: impact of income taxes on items of note
73
107
84
Net income (loss) – adjusted
1
$
(195)
$
(164)
$
(200)
Decomposition of items included in net (loss) – adjusted
Net corporate expenses
2
$
(537)
$
(477)
$
(389)
Other
342
313
189
Net (loss) – adjusted
1
$
(195)
$
(164)
$
(200)
Selected volumes
Average number of full-time equivalent staff
3
18,371
18,725
17,708
1.
document.
2.
3.
The change mainly impacts the Canadian Personal and Commercial Banking segment. Average number of full-time equivalent staff has been restated for comparative periods.
Quarterly comparison – Q4 2025 vs. Q4 2024
Corporate segment’s reported net loss for the quarter was $497 million, compared with net income of $526 million in the fourth quarter last year. The year-over-
year decrease primarily reflects the gain on sale of Schwab shares in the prior year and higher net corporate expenses, partially offset by higher revenue from
treasury and balance sheet management activities. Net corporate expenses increased $148 million, primarily reflecting continued investments in governance and
controls. The adjusted net loss for the quarter was $195 million, compared with $200 million in the fourth quarter last year.
Quarterly comparison – Q4 2025 vs. Q3 2025
Corporate segment’s reported net loss for the quarter was $497 million, compared with $478 million in the prior quarter. The higher net loss primarily reflects the
impact of balance sheet restructuring activities and higher net corporate expenses, partially offset by lower restructuring charges in the current quarter. The
adjusted net loss for the quarter was $195 million, compared with $164 million in the prior quarter.
TD BANK GROUP • FOURTH QUARTER 2025 • EARNINGS NEWS RELEASE
Page 21
CONSOLIDATED FINANCIAL STATEMENTS
CONSOLIDATED BALANCE SHEET
1
(millions of Canadian dollars)
As at
October 31
October 31
2025
2024
ASSETS
Cash and due from banks
$
7,512
$
6,437
Interest-bearing deposits with banks
109,417
169,930
116,929
176,367
Trading loans, securities, and other
220,136
175,770
Non-trading financial assets at fair value through profit or loss
7,395
5,869
Derivatives
82,972
78,061
Financial assets designated at fair value through profit or loss
6,986
6,417
Financial assets at fair value through other comprehensive income
126,369
93,897
443,858
360,014
Debt securities at amortized cost, net of allowance for credit losses
240,439
271,615
Securities purchased under reverse repurchase agreements
247,078
208,217
Loans
Residential mortgages
315,063
331,649
Consumer instalment and other personal
259,033
228,382
Credit card
41,662
40,639
Business and government
345,943
356,973
961,701
957,643
Allowance for loan losses
(8,689)
(8,094)
Loans, net of allowance for loan losses
953,012
949,549
Other
Investment in Schwab
–
9,024
Goodwill
18,980
18,851
Other intangibles
3,409
3,044
Land, buildings, equipment, other depreciable assets, and right-of-use assets
10,132
9,837
Deferred tax assets
5,388
4,937
Amounts receivable from brokers, dealers, and clients
27,345
22,115
Other assets
27,988
28,181
93,242
95,989
Total assets
$
2,094,558
$
2,061,751
LIABILITIES
Trading deposits
$
37,882
$
30,412
Derivatives
79,356
68,368
Securitization liabilities at fair value
25,283
20,319
Financial liabilities designated at fair value through profit or loss
197,635
207,914
340,156
327,013
Deposits
Personal
650,396
641,667
Banks
27,233
57,698
Business and government
589,475
569,315
1,267,104
1,268,680
Other
Obligations related to securities sold short
43,795
39,515
Obligations related to securities sold under repurchase agreements
221,150
201,900
Securitization liabilities at amortized cost
14,841
12,365
Amounts payable to brokers, dealers, and clients
27,434
26,598
Insurance contract liabilities
7,278
7,169
Other liabilities
34,240
51,878
348,738
339,425
Subordinated notes and debentures
10,733
11,473
Total liabilities
1,966,731
1,946,591
EQUITY
Shareholders’ Equity
Common shares
24,727
25,373
Preferred shares and other equity instruments
11,625
10,888
Treasury – common shares
–
(17)
Treasury – preferred shares and other equity instruments
(4)
(18)
Contributed surplus
285
204
Retained earnings
78,320
70,826
Accumulated other comprehensive income (loss)
12,874
7,904
Total equity
127,827
115,160
Total liabilities and equity
$
2,094,558
$
2,061,751
1
TD BANK GROUP • FOURTH QUARTER 2025 • EARNINGS NEWS RELEASE
Page 22
CONSOLIDATED STATEMENT OF INCOME
1
(millions of Canadian dollars, except as noted)
For the three months ended
For the twelve months ended
October 31
October 31
October 31
October 31
2025
2024
2025
2024
Interest income
2
Loans
$
12,790
$
13,706
$
51,730
$
53,676
Reverse repurchase agreements
2,419
2,809
9,859
11,621
Securities
Interest
4,571
4,785
18,209
20,295
Dividends
631
579
2,648
2,371
Deposits with banks
1,012
1,895
5,175
5,426
21,423
23,774
87,621
93,389
Interest expense
Deposits
9,316
11,814
40,039
46,860
Securitization liabilities
228
221
886
1,002
Subordinated notes and debentures
118
124
519
436
Repurchase agreements and short sales
3,002
3,280
11,602
13,322
Other
214
395
1,513
1,297
12,878
15,834
54,559
62,917
Net interest income
8,545
7,940
33,062
30,472
Non-interest income
Investment and securities services
2,406
1,924
8,522
7,400
Credit fees
389
388
1,650
1,898
Trading income (loss)
1,318
835
4,602
3,628
Service charges
725
663
2,788
2,626
Card services
704
730
2,905
2,947
Insurance revenue
2,012
1,829
7,737
6,952
Other income (loss)
(605)
1,205
6,511
1,300
6,949
7,574
34,715
26,751
Total revenue
15,494
15,514
67,777
57,223
Provision for (recovery of) credit losses
982
1,109
4,506
4,253
Insurance service expenses
1,602
2,364
6,089
6,647
Non-interest expenses
Salaries and employee benefits
4,596
4,080
18,227
16,733
Occupancy, including depreciation
495
553
1,961
1,958
Technology and equipment, including depreciation
746
730
2,872
2,656
Amortization of other intangibles
198
176
780
702
Communication and marketing
484
431
1,643
1,516
Restructuring charges
190
–
686
566
Brokerage-related and sub-advisory fees
133
119
528
498
Professional, advisory and outside services
1,329
1,079
4,288
3,064
Other
637
882
2,554
7,800
8,808
8,050
33,539
35,493
Income before income taxes and share of net income from investment
4,102
3,991
23,643
10,830
Provision for (recovery of) income taxes
822
534
3,410
2,691
Share of net income from investment in Schwab
–
178
305
703
Net income
3,280
3,635
20,538
8,842
Preferred dividends and distributions on other equity instruments
191
193
565
526
Net income available to common shareholders
$
3,089
$
3,442
$
19,973
$
8,316
Earnings per share
Basic
$
1.82
$
1.97
$
11.57
$
4.73
Diluted
1.82
1.97
11.56
4.72
Dividends per common share
1.05
1.02
4.20
4.08
1
The amounts for the three months ended October 31, 2025, and October 31, 2024, have been derived from unaudited financial statements. The amounts for the twelve months ended
October 31, 2025 and October 31, 2024, have been derived from the audited financial statements.
2
Includes $19,356 million and $79,001 million, for the three and twelve months ended October 31, 2025, respectively (three and twelve months ended October 31, 2024 – $21,614 million
and $84,324 million, respectively) which have been calculated based on the effective interest rate method.
TD BANK GROUP • FOURTH QUARTER 2025 • EARNINGS NEWS RELEASE
Page 23
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
1
(millions of Canadian dollars)
For the three months ended
For the twelve months ended
October 31
October 31
October 31
October 31
2025
2024
2025
2024
Net income
$
3,280
$
3,635
$
20,538
$
8,842
Other comprehensive income (loss)
Items that will be subsequently reclassified to net income
Net change in unrealized gain/(loss) on financial assets at fair value through
other comprehensive income
Change in unrealized gain/ (loss)
394
(153)
579
285
Reclassification to earnings of net loss /(gain)
30
(7)
71
(23)
Changes in allowance for credit losses recognized in earnings
–
–
1
(1)
Income taxes relating to:
Change in unrealized gain/(loss)
(104)
40
(159)
(68)
Reclassification to earnings of net loss/(gain)
–
4
(1)
12
320
(116)
491
205
Net change in unrealized foreign currency translation gain/(loss) on
investments in foreign operations, net of hedging activities
Unrealized gain/(loss)
1,499
1,071
1,094
540
Reclassification to earnings of net loss/(gain)
–
(19)
(534)
(19)
Net gain/(loss) on hedges
(1,137)
(723)
(1,088)
(457)
Reclassification to earnings of net loss/(gain) on hedges
–
41
799
41
Income taxes relating to:
Net gain/(loss) on hedges
315
200
298
122
Reclassification to earnings of net loss/(gain) on hedges
–
(11)
(220)
(11)
677
559
349
216
Net change in gain/(loss) on derivatives designated as cash flow hedges
Change in gain/(loss)
3,793
867
7,840
3,354
Reclassification to earnings of loss/(gain)
(2,242)
(475)
(4,858)
173
Income taxes relating to:
Change in gain/(loss)
(1,029)
(242)
(2,164)
(929)
Reclassification to earnings of loss/(gain)
603
123
1,337
(50)
1,125
273
2,155
2,548
Share of other comprehensive income (loss) from investment in Schwab
–
1,155
1,870
2,007
Items that will not be subsequently reclassified to net income
Remeasurement gain/(loss) on employee benefit plans
Gain/(loss)
62
(217)
22
(151)
Income taxes
(17)
59
(5)
40
45
(158)
17
(111)
Change in net unrealized gain/(loss) on equity securities designated at
fair value through other comprehensive income
Change in net unrealized gain/(loss)
14
37
150
222
Income taxes
(6)
(13)
(39)
(60)
8
24
111
162
Gain/(loss) from changes in fair value due to own credit risk on
financial liabilities designated at fair value through profit or loss
Gain/(loss)
10
(8)
(8)
22
Income taxes
(3)
2
2
(6)
7
(6)
(6)
16
Total other comprehensive income (loss)
2,182
1,731
4,987
5,043
Total comprehensive income (loss)
$
5,462
$
5,366
$
25,525
$
13,885
Attributable to:
Common shareholders
$
5,271
$
5,173
$
24,960
$
13,359
Preferred shareholders and other equity instrument holders
191
193
565
526
1
The amounts for the three months ended October 31, 2025, and October 31, 2024, have been derived from unaudited financial statements. The amounts for the twelve months ended
October 31, 2025 and October 31, 2024, have been derived from the audited financial statements.
TD BANK GROUP • FOURTH QUARTER 2025 • EARNINGS NEWS RELEASE
Page 24
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
1
(millions of Canadian dollars)
For the three months ended
For the twelve months ended
October 31
October 31
October 31
October 31
2025
2024
2025
2024
Common shares
Balance at beginning of period
$
24,971
$
25,222
$
25,373
$
25,434
Proceeds from shares issued on exercise of stock options
34
20
165
112
Shares issued as a result of dividend reinvestment plan
–
131
130
529
Purchase of shares for cancellation and other
(278)
–
(941)
(702)
Balance at end of period
24,727
25,373
24,727
25,373
Preferred shares and other equity instruments
Balance at beginning of period
10,788
10,888
10,888
10,853
Issue of shares and other equity instruments
1,037
–
1,787
1,335
Redemption of shares and other equity instruments
(200)
–
(1,050)
(1,300)
Balance at end of period
11,625
10,888
11,625
10,888
Treasury – common shares
Balance at beginning of period
(92)
(35)
(17)
(64)
Purchase of shares
(3,488)
(3,214)
(13,094)
(11,209)
Sale of shares
3,580
3,232
13,111
11,256
Balance at end of period
–
(17)
–
(17)
Treasury – preferred shares and other equity instruments
Balance at beginning of period
(2)
(17)
(18)
(65)
Purchase of shares and other equity instruments
(75)
(227)
(1,535)
(625)
Sale of shares and other equity instruments
73
226
1,549
672
Balance at end of period
(4)
(18)
(4)
(18)
Contributed surplus
Balance at beginning of period
243
187
204
155
Net premium (discount) on sale of treasury instruments
29
5
32
20
Issuance of stock options, net of options exercised
8
3
12
22
Other
5
9
37
7
Balance at end of period
285
204
285
204
Retained earnings
Balance at beginning of period
78,749
69,316
70,826
73,008
Impact on adoption of IFRS 17
–
–
–
–
Impact of reclassification of securities supporting insurance operations
related to the adoption of IFRS 17
–
–
–
(10)
Net income attributable to equity instrument holders
3,280
3,635
20,538
8,842
Common dividends
(1,779)
(1,782)
(7,228)
(7,163)
Preferred dividends and distributions on other equity instruments
(191)
(193)
(565)
(526)
Share and other equity instrument issue expenses
(5)
–
(7)
(7)
Net premium on repurchase of common shares and redemption of preferred shares and other equity instruments
(1,796)
6
(5,265)
(3,295)
Remeasurement gain/(loss) on employee benefit plans
45
(158)
17
(111)
Realized gain/(loss) on equity securities designated at fair value through other comprehensive income
17
2
4
88
Balance at end of period
78,320
70,826
78,320
70,826
Accumulated other comprehensive income (loss)
Net unrealized gain/(loss) on financial assets at fair value through other comprehensive income:
Balance at beginning of period
(37)
(92)
(208)
(413)
Impact of reclassification of securities supporting insurance operations
related to the adoption of IFRS 17
–
–
–
10
Other comprehensive income (loss)
320
(116)
490
196
Allowance for credit losses
–
–
1
(1)
Balance at end of period
283
(208)
283
(208)
Net unrealized gain/(loss) on equity securities designated at fair value through other comprehensive income:
Balance at beginning of period
138
11
35
(127)
Other comprehensive income (loss)
25
26
115
250
Reclassification of loss/(gain) to retained earnings
(17)
(2)
(4)
(88)
Balance at end of period
146
35
146
35
Gain/(loss) from changes in fair value due to own credit risk on financial liabilities designated at fair value through
profit or loss:
Balance at beginning of period
(35)
(16)
(22)
(38)
Other comprehensive income (loss)
7
(6)
(6)
16
Balance at end of period
(28)
(22)
(28)
(22)
Net unrealized foreign currency translation gain/(loss) on investments in foreign operations, net of hedging activities:
Balance at beginning of period
12,565
12,334
12,893
12,677
Other comprehensive income (loss)
677
559
349
216
Balance at end of period
13,242
12,893
13,242
12,893
Net gain/(loss) on derivatives designated as cash flow hedges:
Balance at beginning of period
(1,894)
(3,197)
(2,924)
(5,472)
Other comprehensive income (loss)
1,125
273
2,155
2,548
Balance at end of period
(769)
(2,924)
(769)
(2,924)
Share of accumulated other comprehensive income (loss) from Investment in Schwab
–
(1,870)
–
(1,870)
Total accumulated other comprehensive income
12,874
7,904
12,874
7,904
Total equity
$
127,827
$
115,160
$
127,827
$
115,160
1
The amounts for the three months ended October 31, 2025, and October 31, 2024, have been derived from unaudited financial statements. The amounts for the twelve months ended
October 31, 2025 and October 31, 2024, have been derived from the audited financial statements.
TD BANK GROUP • FOURTH QUARTER 2025 • EARNINGS NEWS RELEASE
Page 25
CONSOLIDATED STATEMENT OF CASH FLOWS
1
(millions of Canadian dollars)
For the three months ended
For the twelve months ended
October 31
October 31
October 31
October 31
2025
2024
2025
2024
Cash flows from (used in) operating activities
Net income
$
3,280
$
3,635
$
20,538
$
8,842
Adjustments to determine net cash flows from (used in) operating activities
Provision for (recovery of) credit losses
982
1,109
4,506
4,253
Depreciation
374
368
1,386
1,325
Amortization of other intangibles
198
176
780
702
Net securities loss/(gain)
377
305
1,951
358
Share of net income from investment in Schwab
–
(178)
(305)
(703)
Gain on sale of Schwab shares
–
(1,022)
(9,159)
(1,022)
Deferred taxes
203
(89)
(764)
(1,061)
Changes in operating assets and liabilities
Interest receivable and payable
57
443
(1,072)
1,133
Securities sold under repurchase agreements
13,292
19,087
19,250
35,046
Securities purchased under reverse repurchase agreements
(18,798)
4,701
(38,861)
(3,884)
Obligations related to securities sold short
3,137
(1,041)
4,280
(5,146)
Trading loans, securities, and other
(14,457)
(2,595)
(44,366)
(23,680)
Loans net of securitization and sales
(17,899)
(12,358)
(8,024)
(57,908)
Deposits
14,962
46,521
5,894
69,922
Derivatives
304
21
6,077
6,049
Non-trading financial assets at fair value through profit or loss
(1,026)
(269)
(1,526)
1,471
Financial assets and liabilities designated at fair value through profit or loss
2,599
11,190
(10,848)
15,185
Securitization liabilities
3,185
1,928
7,440
5,552
Current income taxes
71
(296)
441
658
Amounts receivable and payable from brokers, dealers, and clients
(459)
11,727
(4,394)
4,027
Other, including unrealized foreign currency translation loss/(gain)
205
(3,669)
(22,870)
(6,182)
Net cash from (used in) operating activities
(9,413)
79,694
(69,646)
54,937
Cash flows from (used in) financing activities
Issuance of subordinated notes and debentures
127
1,574
2,283
3,324
Redemption or repurchase of subordinated notes and debentures
13
(19)
(3,175)
(1,544)
Common shares issued, net of issuance costs
31
17
150
100
Repurchase of common shares, including tax on net value of share repurchases
(2,074)
6
(6,206)
(3,997)
Preferred shares and other equity instruments issued, net of issuance costs
1,032
–
1,780
1,328
Redemption of preferred shares and other equity instruments
(200)
–
(1,050)
(1,300)
Sale of treasury shares and other equity instruments
3,682
3,463
14,692
11,948
Purchase of treasury shares and other equity instruments
(3,563)
(3,441)
(14,629)
(11,834)
Dividends paid on shares and distributions paid on other equity instruments
(1,970)
(1,844)
(7,663)
(7,160)
Repayment of lease liabilities
(670)
(172)
(1,683)
(678)
Net cash from (used in) financing activities
(3,592)
(416)
(15,501)
(9,813)
Cash flows from (used in) investing activities
Interest-bearing deposits with banks
7,790
(77,193)
61,591
(71,153)
Activities in financial assets at fair value through other comprehensive income
Purchases
(9,233)
(20,680)
(77,185)
(42,542)
Proceeds from maturities
6,945
2,505
33,481
18,825
Proceeds from sales
1,300
1,080
14,425
4,130
Activities in debt securities at amortized cost
Purchases
(11,638)
(2,883)
(53,435)
(11,306)
Proceeds from maturities
11,114
11,379
49,646
49,606
Proceeds from sales
9,283
3,027
39,026
5,772
Net purchases of land, buildings, equipment, other depreciable assets, and other intangibles
(637)
(713)
(2,145)
(2,177)
Net cash acquired from (paid for) divestitures and acquisitions
24
3,353
20,784
3,423
Net cash from (used in) investing activities
14,948
(80,125)
86,188
(45,422)
Effect of exchange rate changes on cash and due from banks
52
39
34
14
Net increase (decrease) in cash and due from banks
1,995
(808)
1,075
(284)
Cash and due from banks at beginning of period
5,517
7,245
6,437
6,721
Cash and due from banks at end of period
$
7,512
$
6,437
$
7,512
$
6,437
Supplementary disclosure of cash flows from operating activities
Amount of income taxes paid (refunded) during the period
$
464
$
773
$
4,332
$
3,812
Amount of interest paid during the period
12,782
15,531
55,466
61,779
Amount of interest received during the period
20,753
23,335
84,808
91,013
Amount of dividends received during the period
582
632
2,687
2,694
1
October 31, 2025 and October 31, 2024, have been derived from the audited financial statements.
Appendix A – Segmented Information
For management reporting purposes, the Bank reports its results under four key business segments: Canadian Personal and Commercial Banking, which includes
the results of the Canadian personal and commercial banking businesses, and TD Auto Finance Canada; U.S. Retail, which includes the results of the U.S.
personal and commercial banking businesses, U.S. credit cards, TD Auto Finance U.S., U.S. wealth business, and the Bank’s investment in Schwab; Wealth
Management and Insurance; and Wholesale Banking. The Bank’s other activities are grouped into the Corporate segment.
TD BANK GROUP • FOURTH QUARTER 2025 • EARNINGS NEWS RELEASE
Page 26
Results for these segments for the years ended October 31, 2025 and October 31, 2024 are presented in the following tables.
Results by Business Segment
1,2
(millions of Canadian dollars)
Canadian
Wealth
Personal and
Management
Commercial Banking
U.S. Retail
and Insurance
Wholesale Banking
3
Corporate
3
Total
For the three months ended October 31
2025
2024
2025
2024
2025
2024
2025
2024
2025
2024
2025
2024
Net interest income (loss)
$
4,304
$
4,058
$
3,165
$
2,924
$
389
$
321
$
(66)
$
221
$
753
$
416
$
8,545
$
7,940
Non-interest income (loss)
1,001
1,006
288
287
3,399
3,616
2,266
1,550
(5)
1,115
6,949
7,574
Total revenue
5,305
5,064
3,453
3,211
3,788
3,937
2,200
1,771
748
1,531
15,494
15,514
Provision for (recovery of)
credit losses
537
430
304
389
–
–
24
134
117
156
982
1,109
Insurance service expenses
–
–
–
–
1,602
2,364
–
–
–
–
1,602
2,364
Non-interest expenses
2,178
2,102
2,500
2,324
1,239
1,107
1,559
1,336
1,332
1,181
8,808
8,050
Income (loss) before income taxes
and share of net income from
investment in Schwab
2,590
2,532
649
498
947
466
617
301
(701)
194
4,102
3,991
Provision for (recovery of)
income taxes
725
709
(70)
(50)
248
117
123
66
(204)
(308)
822
534
Share of net income from
investment in Schwab
4,5
–
–
–
154
–
–
–
–
–
24
–
178
Net income (loss)
$
1,865
$
1,823
$
719
$
702
$
699
$
349
$
494
$
235
$
(497)
$
526
$
3,280
$
3,635
For the twelve months ended October 31
2025
2024
2025
2024
2025
2024
2025
2024
2025
2024
2025
2024
Net interest income (loss)
$
16,701
$
15,697
$
12,368
$
11,600
$
1,493
$
1,226
$
(18)
$
582
$
2,518
$
1,367
$
33,062
$
30,472
Non-interest income (loss)
3,985
4,093
(63)
2,113
13,069
12,309
8,410
6,704
9,314
1,532
34,715
26,751
Total revenue
20,686
19,790
12,305
13,713
14,562
13,535
8,392
7,286
11,832
2,899
67,777
57,223
Provision for (recovery of)
credit losses
2,143
1,755
1,514
1,532
–
–
290
317
559
649
4,506
4,253
Insurance service expenses
–
–
–
–
6,089
6,647
–
–
–
–
6,089
6,647
Non-interest expenses
8,382
8,010
9,599
13,141
4,698
4,285
6,048
5,576
4,812
4,481
33,539
35,493
Income (loss) before income taxes
and share of net income from
investment in Schwab
10,161
10,025
1,192
(960)
3,775
2,603
2,054
1,393
6,461
(2,231)
23,643
10,830
Provision for (recovery of)
income taxes
2,844
2,806
(472)
69
986
648
444
275
(392)
(1,107)
3,410
2,691
Share of net income from
investment in Schwab
4,5
–
–
277
709
–
–
–
–
28
(6)
305
703
Net income (loss)
$
7,317
$
7,219
$
1,941
$
(320)
$
2,789
$
1,955
$
1,610
$
1,118
$
6,881
$
(1,130)
$
20,538
$
8,842
Total Assets by Business Segment
6
(millions of Canadian dollars)
Canadian
Wealth
Personal and
Management
Wholesale
Commercial
Banking
U.S. Retail
and Insurance
Banking
Corporate
Total
As at October 31, 2025
Total assets
$
616,115
$
530,729
$
25,231
$
754,391
$
168,092
$
2,094,558
As at October 31, 2024
Total assets
$
584,468
$
606,572
$
23,217
$
686,795
$
160,699
$
2,061,751
1
The amounts for the three months ended October 31, 2025 and October 31, 2024 have been derived from the unaudited financial statements. The amounts for the twelve months ended
October 31, 2025 and October 31, 2024 have been derived from the audited financial statements.
2
The retailer program partners’ share of revenues and credit losses is presented in the Corporate segment, with an offsetting amount (representing the partners’ net share) recorded in
Non-interest expenses, resulting in no impact to Corporate reported Net income (loss). The Net income (loss) included in the U.S. Retail segment includes only the portion of revenue and
credit losses attributable to the Bank under the agreements.
3
Net interest income within Wholesale Banking is calculated on a TEB. The TEB adjustment reflected in Wholesale Banking is reversed in the Corporate segment.
4
The after-tax amounts for amortization of acquired intangibles, the Bank’s share of acquisition and integration charges associated with Schwab’s acquisition of TD Ameritrade, the Bank’s
share of Schwab’s restructuring charges, and the Bank’s share of Schwab’s FDIC special assessment charge are recorded in the Corporate segment.
5
The Bank’s share of Schwab’s earnings is reported with a one month lag. Refer to Note 12 of the 2025 Consolidated Financial Statements for further details.
6
Total assets as at October 31, 2025 and October 31, 2024 have been derived from the audited financial statements.
TD BANK GROUP • FOURTH QUARTER 2025 • EARNINGS NEWS RELEASE
Page 27
SHAREHOLDER AND INVESTOR INFORMATION
Shareholder Services
If you:
And your inquiry relates to:
Please contact:
Are a
registered shareholder
appears on your TD share certificate)
Missing dividends, lost share certificates, estate
questions, address changes to the share register,
dividend bank account changes, the dividend
reinvestment plan, eliminating duplicate mailings of
shareholder materials, or stopping (or resuming)
receiving annual and quarterly reports
Transfer Agent:
TSX Trust Company
301-100 Adelaide Street West
Toronto, ON M5H 4H1
1-800-387-0825 (Canada and U.S. only)
or 416-682-3860
Facsimile: 1-888-249-6189
shareholderinquiries@tmx.com or
http://www.tsxtrust.com
Hold your TD shares through the
Direct Registration System
in the United States
Missing dividends, lost share certificates, estate
questions, address changes to the share register,
eliminating duplicate mailings of shareholder materials
or stopping (or resuming) receiving annual and quarterly
reports
Co-Transfer Agent and Registrar:
Computershare Trust Company, N.A.
P.O. Box 43006
Providence, RI 02940-3006
or
Computershare Trust Company, N.A.
150 Royall Street
Canton, MA 02021
1-866-233-4836
TDD for hearing impaired: 1-800-231-5469
Shareholders outside of U.S.: 201-680-6578
TDD shareholders outside of U.S.: +1-781-575-4592
www.computershare.com/investor
web.queries@computershare.com
Beneficially own
the name of an intermediary, such as a bank,
a trust company, a securities broker, or other
nominee
Your TD shares, including questions regarding the
dividend reinvestment plan and mailings of shareholder
materials
Your intermediary
For all other shareholder inquiries, please contact TD Shareholder Relations at 416-944-6367 or 1-866-756-8936 or email tdshinfo@td.com.
Please note that by leaving us an e-mail or voicemail message, you are providing your consent for us to forward your inquiry to the appropriate party for response.
Annual Report on Form 40-F (U.S.)
A copy of the Bank’s Annual Report on Form 40-F for fiscal 2025 will be filed with the Securities and Exchange Commission later today and will be available at
http://www.td.com. You may obtain a printed copy of the Bank’s Annual Report on Form 40-F for fiscal 2025 free of charge upon request to TD Shareholder
Relations at 416-944-6367 or 1-866-756-8936 or e-mail
tdshinfo@td.com
.
TD BANK GROUP • FOURTH QUARTER 2025 • EARNINGS NEWS RELEASE
Page 28
Access to Quarterly Results Materials
Interested investors, the media, and others may view this fourth quarter earnings news release, results presentation, supplementary financial information,
supplemental regulatory disclosure, and the 2025 Consolidated Financial Statements and MD&A documents on the TD website
https://www.td.com/investor-
relations
.
General Information
Products and services: Contact TD Canada Trust, 24 hours a day, seven days a week: 1-866-567-8888 French: 1-866-233-2323
Cantonese/Mandarin: 1-800-328-3698
Telephone device for the hearing impaired (TTY): 1-800-361-1180
Website:
www.td.com
Email: customer.service@td.com
Media contacts:
https://stories.td.com/ca/en/media-contacts
Quarterly Earnings Conference Call
TD Bank Group will host an earnings conference call in Toronto, Ontario on December 4, 2025. The call will be available live via TD’s website at 9:30 a.m. ET. The
call and audio webcast will feature presentations by TD executives on the Bank’s financial results for the fourth quarter, followed by a question-and-answer period
with analysts. The presentation material referenced during the call will be posted in advance of the call on the TD Investor Relations website at
https://www.td.com/investor-relations
. A listen-only telephone line is available at 416-855-9085 or 1-800-990-2777 (toll free), passcode 57888#.
The audio webcast and presentations will be archived at
https://www.td.com/quarterly-results
. Replay of the teleconference will be available from 5:00 p.m. ET on
December 4, 2025, until 11:59 p.m. ET on December 18, 2025 by calling 289-819-1325 or 1-800-660-6264 (toll free), passcode 57888#.
Annual Meeting
Thursday, April 16, 2026
Toronto, Ontario
About TD Bank Group
The Toronto-Dominion Bank and its subsidiaries are collectively known as TD Bank Group (“TD” or the “Bank”). TD is the sixth largest bank in North America by
assets and serves over 28.1 million clients in four key businesses operating in a number of locations in financial centres around the globe: Canadian Personal and
Commercial Banking, including TD Canada Trust and TD Auto Finance Canada; U.S. Retail, including TD Bank, America’s Most Convenient Bank
®
, TD Auto
Finance U.S., and TD Wealth (U.S.); Wealth Management and Insurance, including TD Wealth (Canada), TD Direct Investing, and TD Insurance; and Wholesale
Banking, including TD Securities and TD Cowen. TD also ranks among North America’s leading digital banks, with more than 13 million active mobile users in
Canada and the U.S. TD had $2.1 trillion in assets on October 31, 2025. The Toronto-Dominion Bank trades under the symbol “TD” on the Toronto Stock
Exchange and New York Stock Exchange.
For further information contact:
Brooke Hales, Senior Vice President, Investor Relations, 416-307-8647, Brooke.Hales@td.com
Gabrielle Sukman, Senior Manager, Corporate and Public Affairs, 416-983-1854, Gabrielle.Sukman@td.com
TD BANK GROUP DECLARES DIVIDENDS
(all amounts in Canadian dollars)
TORONTO – December 4, 2025 -
annual dividend review cycle to a semi-annual cycle to support the alignment of shareholder return with earnings growth,
and a dividend in an amount of one dollar and eight cents ($1.08) per fully paid common share in the capital stock of the
Bank has been declared for the quarter ending January 31, 2026, payable on and after January 31, 2026, to shareholders
of record at the close of business on January 9, 2026.
In lieu of receiving their dividends in cash, holders of the Bank’s common shares may choose to have their dividends
reinvested in additional common shares of the Bank in accordance with the Dividend Reinvestment Plan (the “Plan”).
Under the Plan, the Bank has the discretion to either purchase the additional common shares in the open market or issue
them from treasury. If issued from treasury, the Bank may decide to apply a discount of up to 5% to the Average Market
Price (as defined in the Plan) of the additional shares. For the January 31, 2026 dividend, the Bank will purchase the
additional shares in the open market and therefore no discount will apply.
Registered holders of record of the Bank's common shares wishing to join the Plan can obtain an Enrolment Form from
TSX Trust Company (1-800-387-0825) or on the Bank's website, www.td.com/ca/en/about -td/for-investors/investor-
relations/share-information/dividends. In order to participate in the Plan in time for this dividend, Enrolment Forms for
registered holders must be received by TSX Trust Company at P.O. Box 4229, Postal Station A, Toronto, Ontario, M5W
0G1, or by facsimile at 1-888-488-1416, before the close of business on January 9, 2026. Beneficial or non-registered
holders of the Bank's common shares wishing to join the Plan must contact their financial institution or broker for
instructions on how to enroll in advance of the above date.
Registered holders who participate in the Plan and who wish to terminate that participation so that cash dividends to
which they are entitled to be paid on and after January 31, 2026 are not reinvested in common shares under the Plan
must deliver written notice to TSX Trust Company at the above address by no later than January 9, 2026. Beneficial or
non-registered holders who participate in the Plan and who wish to terminate that participation so that cash dividends to
which they are entitled to be paid on and after January 31, 2026 are not reinvested in common shares under the Plan
must contact their financial institution or broker for instructions on how to terminate participation in the Plan in advance of
January 9, 2026.
The Bank also announced that dividends have been declared on the following Non-Cumulative Redeemable Class A First
Preferred Shares of the Bank, payable on and after January 31, 2026, to shareholders of record at the close of business
on January 9, 2026:
●
●
●
The Bank for the purposes of the Income Tax Act (Canada) and any similar provincial legislation advises that the dividend
declared for the quarter ending January 31, 2026 and all future dividends will be eligible dividends unless indicated
otherwise.
About TD Bank Group
The Toronto -Dominion Bank and its subsidiaries are collectively known as TD Bank Group ("TD" or the "Bank"). TD is the
sixth largest bank in North America by assets and serves over 28.1 million clients in four key businesses operating in a
number of locations in financial centres around the globe: Canadian Personal and Commercial Banking, including TD
Canada Trust and TD Auto Finance Canada; U.S. Retail, including TD Bank, America's Most Convenient Bank®, TD Auto
Finance U.S., and TD Wealth (U.S.); Wealth Management and Insurance, including TD Wealth (Canada), TD Direct
Investing, and TD Insurance; and Wholesale Banking, including TD Securities and TD Cowen. TD also ranks among
North America's leading digital banks, with more than 13 million mobile active users in Canada and the U.S. TD had $2.1
trillion in assets on October 31, 2025. The Toronto -Dominion Bank trades under the symbol "TD" on the Toronto Stock
Exchange and New York Stock Exchange.
For more information contact: Jennifer dela Cruz
Business Management Specialist, Treasury and
Legal Department – Shareholder Relations
(416) 944-6367
Toll free 1-866-756-8936
Gabrielle Sukman
Senior Manager, Corporate and Public Affairs
(416) 983-1854
December 4, 2025
The Toronto Stock Exchange
Canadian Securities Commissions
CDS Clearing and Depository Services Inc.
The Depository Trust & Clearing Corporation
Dear Sir/Madam:
Re: The Toronto-Dominion Bank (the "Bank") - Notice of Meeting and Record Dates
Pursuant to s. 2.2 of National Instrument 54-101
Communication with Beneficial Owners of Securities of a
Reporting Issuer
Name of Reporting Issuer
The Toronto -Dominion Bank
Meeting Date
April 16, 2026
Record Date for Notice
February 17, 2026
Record Date for Voting
Beneficial Ownership Determination Date
February 17, 2026
February 17, 2026
Classes or series of securities that entitle the
holder to receive notice of the meeting
Common shares
Classes or series of securities that entitle the
holder to vote at the meeting
Common shares
Notice & Access – Registered Holders
Notice & Access – Beneficial Holders
Issuer Sending Material Directly to NOBOs
Issuer Paying to Send Material to OBOs
Whether the meeting is a special meeting
Yes
Yes
No
Yes
No
Yours very truly,
/s/ Antonietta Di Girolamo
Antonietta Di Girolamo
Associate Vice President, Legal, Corporate & Subsidiary
Governance and Corporate Secretary
1
Bank Act
(Canada)
, is expected to be submitted to common shareholders.
FORM 52-109F1
CERTIFICATION OF ANNUAL FILINGS
FULL CERTIFICATE
I, Raymond Chun, Group President and Chief Executive Officer of The Toronto-
Dominion Bank, certify the following:
1.
Review:
I have reviewed the AIF, if any, annual financial statements and annual
MD&A, including, for greater certainty, all documents and information that are
incorporated by reference in the AIF (together, the “annual filings”) of The Toronto-
Dominion Bank (the “issuer”) for the financial year ended October 31, 2025.
2.
No misrepresentations
:
Based on my knowledge, having exercised reasonable
diligence, the annual filings do not contain any untrue statement of a material fact or
omit to state a material fact required to be stated or that is necessary to make a
statement not misleading in light of the circumstances under which it was made, for
the period covered by the annual filings.
3.
Fair presentation
:
Based on my knowledge, having exercised reasonable
diligence, the annual financial statements together with the other financial
information included in the annual filings fairly present in all material respects the
financial condition, financial performance and cash flows of the issuer, as of the date
of and for the periods presented in the annual filings.
4.
Responsibility
:
The issuer’s other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (DC&P) and
internal control over financial reporting (ICFR), as those terms are defined in
National Instrument 52-109
Certification of Disclosure in Issuers’ Annual and Interim
Filings
, for the issuer.
5.
Design
:
Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the
issuer’s other certifying officer(s) and I have, as at the financial year end
(a)
provide reasonable assurance that
(i) material information relating to the issuer is made known to us by
(ii) information required to be disclosed by the issuer in its annual
and
and
(b)
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in
accordance with the issuer’s GAAP.
5.1
Control framework
: The control framework the issuer’s other certifying officer(s)
and I used to design the issuer’s ICFR is based on criteria established in Internal
Control – Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (the COSO criteria) in 2013.
5.2
5.3
6.
Evaluation:
The issuer’s other certifying officer(s) and I have
(a)
effectiveness of the issuer’s DC&P at the financial year end and the issuer
has disclosed in its annual MD&A our conclusions about the effectiveness of
DC&P at the financial year end based on that evaluation; and
(b)
effectiveness of the issuer’s ICFR at the financial year end and the issuer
has disclosed in its annual MD&A
(i) our conclusions about the effectiveness of ICFR at the financial
year end based on that evaluation; and
(ii) N/A
7.
Reporting changes in ICFR:
The issuer has disclosed in its annual MD&A any
change in the issuer’s ICFR that occurred during the period beginning on August 1,
2025 and ended on October 31, 2025 that has materially affected, or is reasonably
likely to materially affect, the issuer’s ICFR.
8.
Reporting to the issuer’s auditors and board of directors or audit committee
:
The issuer’s other certifying officer(s) and I have disclosed, based on our most
recent evaluation of ICFR, to the issuer’s auditors, and the board of directors or the
audit committee of the board of directors any fraud that involves management or
other employees who have a significant role in the issuer’s ICFR.
Date: December 4, 2025
/s/ Raymond Chun
Raymond Chun
Group President and Chief Executive Officer
FORM 52-109F1
CERTIFICATION OF ANNUAL FILINGS
FULL CERTIFICATE
I, Kelvin Tran, Group Head and Chief Financial Officer of The Toronto-Dominion Bank,
certify the following:
1.
Review
:
I have reviewed the AIF, if any, annual financial statements and annual
MD&A, including, for greater certainty, all documents and information that are
incorporated by reference in the AIF (together, the “annual filings”) of The Toronto-
Dominion Bank (the “issuer”) for the financial year ended October 31, 2025.
2.
No misrepresentations
:
Based on my knowledge, having exercised reasonable
diligence, the annual filings do not contain any untrue statement of a material fact or
omit to state a material fact required to be stated or that is necessary to make a
statement not misleading in light of the circumstances under which it was made, for
the period covered by the annual filings.
3.
Fair presentation
:
Based on my knowledge, having exercised reasonable
diligence, the annual financial statements together with the other financial
information included in the annual filings fairly present in all material respects the
financial condition, financial performance and cash flows of the issuer, as of the date
of and for the periods presented in the annual filings.
4.
Responsibility
:
The issuer’s other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (DC&P) and
internal control over financial reporting (ICFR), as those terms are defined in
National Instrument 52-109
Certification of Disclosure in Issuers’ Annual and Interim
Filings
, for the issuer.
5.
Design
:
Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the
issuer’s other certifying officer(s) and I have, as at the financial year end
(a)
provide reasonable assurance that
(i) material information relating to the issuer is made known to us by
(ii) information required to be disclosed by the issuer in its annual
and
and
(b)
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in
accordance with the issuer’s GAAP.
5.1
Control framework
: The control framework the issuer’s other certifying officer(s)
and I used to design the issuer’s ICFR is based on criteria established in Internal
Control – Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (the COSO criteria) in 2013.
5.2 N/A
5.3
6.
Evaluation:
The issuer’s other certifying officer(s) and I have
(a)
effectiveness of the issuer’s DC&P at the financial year end and the issuer
has disclosed in its annual MD&A our conclusions about the effectiveness of
DC&P at the financial year end based on that evaluation; and
(b)
effectiveness of the issuer’s ICFR at the financial year end and the issuer
has disclosed in its annual MD&A
(i) our conclusions about the effectiveness of ICFR at the financial
year end based on that evaluation; and
(ii) N/A
7.
Reporting changes in ICFR
:
The issuer has disclosed in its annual MD&A any
change in the issuer’s ICFR that occurred during the period beginning on August 1,
2025 and ended on October 31, 2025 that has materially affected, or is reasonably
likely to materially affect, the issuer’s ICFR.
8.
Reporting to the issuer’s auditors and board of directors or audit committee
:
The issuer’s other certifying officer(s) and I have disclosed, based on our most
recent evaluation of ICFR, to the issuer’s auditors, and the board of directors or the
audit committee of the board of directors any fraud that involves management or
other employees who have a significant role in the issuer’s ICFR.
Date: December 4, 2025
/s/ Kelvin Tran
Kelvin Tran
Group Head and Chief Financial Officer
INDEPENDENT AUDITOR’S REPORT
To the Shareholders and the Board of Directors of The Toronto-Dominion Bank
Opinion
We have audited the consolidated financial statements of The Toronto-Dominion Bank and its subsidiaries (TD), which comprise the Consolidated Balance Sheets
as at October 31, 2025 and 2024, and the Consolidated Statements of Income, Consolidated Statements of Comprehensive Income, Consolidated Statements of
Changes in Equity, and Consolidated Statements of Cash Flows for the years then ended, and notes to the consolidated financial statements, including a summary
of material accounting policies (collectively referred to as the “consolidated financial statements”).
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of TD as at October
31, 2025 and 2024, and its consolidated financial performance and its consolidated cash flows for the years then ended, in accordance with International Financial
Reporting Standards (IFRS) as issued by the International Accounting Standards Board.
Basis for Opinion
We conducted our audit in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in
the
Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements
section of our report. We are independent of TD in accordance with the ethical
requirements that are relevant to our audit of the consolidated financial statements in Canada, and we have fulfilled our other ethical responsibilities in accordance
with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the year
ended October 31, 2025. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion
thereon, and we do not provide a separate opinion on these matters. For each matter below, our description of how our audit addressed the matter is provided in
that context.
We have fulfilled the responsibilities described in the
Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements
section of our report,
including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material
misstatement of the consolidated financial statements. The results of our audit procedures, including the procedures performed to address the matters below,
provide the basis for our audit opinion on the accompanying consolidated financial statements.
Allowance for credit losses
Key audit matter
TD describes its significant accounting judgments, estimates, and assumptions in relation to the allowance for credit losses in Note
3 of the consolidated financial statements. As disclosed in Note 8 to the consolidated financial statements, TD recognized $9,745
million in allowances for credit losses on its consolidated balance sheet using an expected credit loss model (ECL). The ECL is an
unbiased and probability-weighted estimate of credit losses expected to occur in the future, which is based on the probability of
default (PD), loss given default (LGD) and exposure at default (EAD) or the expected cash shortfall relating to the underlying
financial asset. The ECL is determined by evaluating a range of possible outcomes incorporating the time value of money and
reasonable and supportable information about past events, current conditions, and future economic forecasts. ECL allowances are
measured at amounts equal to either (i) 12-month ECL; or (ii) lifetime ECL for those financial instruments that have experienced a
significant increase in credit risk (SICR) since initial recognition or when there is objective evidence of impairment.
Auditing the allowance for credit losses was complex and required the application of significant judgment and involvement of
specialists because of the sophistication of the models, the forward-looking nature of the key assumptions, and the inherent
interrelationship of the critical variables used in measuring the ECL. Key areas of judgment include evaluating: (i) the models and
methodologies used for measuring both the 12-month and lifetime expected credit losses; (ii) the assumptions used in the ECL
scenarios including forward-looking information (FLI) and assigning probability weighting; (iii) the determination of SICR; and (iv) the
assessment of the qualitative component applied to the modelled ECL based on management’s expert credit judgment.
How our audit
addressed the
key audit matter
We obtained an understanding, evaluated the design, and tested the operating effectiveness of management’s controls over the
allowance for credit losses. The controls we tested included, amongst others, the development and validation of models and
selection of appropriate inputs including economic forecasting, determination of non-retail borrower risk ratings, the integrity of the
data used including the associated controls over relevant information technology (IT) systems, and the governance and oversight
over the modelled results and the use of expert credit judgment.
To test the allowance for credit losses, our audit procedures included, amongst others, involving our credit risk specialists to assess
whether the methodology and assumptions, including management’s SICR triggers, used in significant models that estimate the
ECL across various portfolios are consistent with the requirements of IFRS. This included reperforming the model validation
procedures for a sample of models to evaluate whether management’s conclusions were appropriate. With the assistance of our
economic specialists, we evaluated the models, methodology and process used by management to develop the FLI variable
forecasts for each scenario and the scenario probability weights. For a sample of FLI variables, we compared management’s FLI to
independently derived forecasts and publicly available information. On a sample basis, we recalculated the ECL to test the
mathematical accuracy of management’s models. We tested the completeness and accuracy of data used in measuring the ECL by
agreeing to source documents and systems and evaluated a sample of management’s non-retail borrower risk ratings against TD’s
risk rating policy. With the assistance of our credit risk specialists, we also evaluated management’s methodology and governance
over the application of expert credit judgment by evaluating that the amounts recorded were reflective of underlying credit quality
and macroeconomic trends. We also assessed the adequacy of disclosures related to the allowance for credit losses.
Fair value measurement of derivatives
Key audit matter
TD describes its significant accounting judgments, estimates, and assumptions in relation to the fair value measurement of
derivatives in Note 3 of the consolidated financial statements. As disclosed in Note 5 of the consolidated financial statements, TD
has derivative assets of $82,972 million and derivative liabilities of $79,356 million recorded at fair value. Certain of these
derivatives are complex and illiquid and require valuation techniques that may include complex models and non-observable inputs,
requiring management’s estimation and judgment.
Auditing the valuation of certain derivatives required the application of significant auditor judgment and involvement of valuation
specialists in assessing the complex models and non-observable inputs used. Certain valuation inputs used to determine fair value
that may be non-observable include volatilities, correlations, and credit spreads. The valuation of certain derivatives is sensitive to
these inputs as they are forward-looking and could be affected by future economic and market conditions.
How our audit
addressed the
key audit matter
We obtained an understanding, evaluated the design, and tested the operating effectiveness of management’s controls, including
the associated controls over relevant IT systems, over the valuation of TD’s derivative portfolio. The controls we tested included,
amongst others, the controls over the suitability and mechanical accuracy of models used in the valuation of derivatives, and
controls over management’s independent assessment of fair values, including the integrity of data used in the valuation such as the
significant inputs noted above.
To test the valuation of these derivatives, our audit procedures included, amongst others, an evaluation of the methodologies and
significant inputs used by TD. With the assistance of our valuation specialists, we performed an independent valuation for a sample
of derivatives to assess the modelling assumptions and significant inputs used to estimate the fair value, which involved obtaining
significant inputs from independent external sources, where available. We also assessed the adequacy of the disclosures related to
the fair value measurement of derivatives.
Measurement of provision for uncertain tax positions
Key audit matter
TD describes its significant accounting judgments, estimates, and assumptions in relation to income taxes in Note 3 and Note 23 of
the consolidated financial statements. As a financial institution operating in multiple jurisdictions, TD is subject to complex and
constantly evolving tax legislation. Uncertainty in a tax position may arise as tax laws are subject to interpretation. TD uses
significant judgment in i) determining whether it is probable that TD will have to make a payment to tax authorities upon their
examination of certain uncertain tax positions and ii) measuring the amount of the provision.
Auditing TD’s provision for uncertain tax positions involved the application of judgment and is based on interpretation of tax
legislation and jurisprudence.
How our audit
addressed the
key audit matter
We obtained an understanding, evaluated the design, and tested the operating effectiveness of management’s controls over TD’s
provision for uncertain tax positions. The controls we tested included, amongst others, the controls over the assessment of the
technical merits of tax positions and management’s process to measure the provision for uncertain tax positions.
With the assistance of our tax professionals, we assessed the technical merits and the amount recorded for uncertain tax positions.
Our audit procedures included, amongst others, using our knowledge of, and experience with, the application of tax laws by the
relevant income tax authorities to evaluate TD’s interpretations and assessment of tax laws with respect to uncertain tax positions.
We assessed the implications of correspondence received by TD from the relevant tax authorities and evaluated income tax
opinions or other third-party advice obtained. We also assessed the adequacy of the disclosures related to uncertain tax positions.
Valuation of Goodwill in the U.S. Personal and Commercial Banking group of Cash Generating Units
Key audit matter
TD describes its significant accounting judgments, estimates, and assumptions in relation to the recoverable amount of its cash
generating units (‘CGU”) or group of CGUs to which goodwill has been allocated in Note 3 of the consolidated financial statements.
As disclosed in Note 13 of the consolidated financial statements, TD has $14,776 million of goodwill in the U.S. Retail segment,
which predominantly relates to the U.S. Personal and Commercial Banking group of cash generating units (“US P&C CGUs”).
Goodwill is assessed for impairment annually, or more frequently if impairment indicators are present.
Auditing the recoverable amount for the U.S. P&C CGUs was complex and required the application of significant auditor judgment
and involvement of valuation specialists in assessing certain significant assumptions in the impairment test. Significant assumptions
in the estimate of the recoverable amount included the discount rate and certain forward-looking assumptions, such as the terminal
growth rate, and forecasted earnings, which are affected by expectations about future market or economic conditions.
How our audit
addressed the
key audit matter
We obtained an understanding, evaluated the design, and tested the operating effectiveness of management’s controls over the
recoverable amount of TD’s U.S. P&C CGUs. The controls we tested included, amongst others, the controls over management’s
review of TD’s forecast as well as controls over management’s review of the model and methodology over significant assumptions
such as the discount rate and the terminal growth rate. We also tested controls over management’s review of the integrity of the
data used and the mathematical accuracy of their valuation model.
To test the estimated recoverable amount of the U.S. P&C CGUs, our audit procedures included, amongst others, with the
assistance of our valuation specialists, assessing the methodology and testing the significant assumptions and underlying data used
by TD in its assessment. We considered the selection and application of the discount rate by evaluating the inputs and
mathematical accuracy of the calculation, while also developing an independent estimate and comparing it to the discount rate
selected by management. We considered the selection and application of the terminal growth rate by evaluating the selected rate
against relevant market and economic forecast data. We evaluated the reasonability of the forecasted earnings by comparing to
historical results and considering our current understanding of the business as well as current economic trends. We assessed the
historical accuracy of management’s prior year estimates by performing a comparison of management’s prior year projections to
actual results. We performed sensitivity analysis on the significant assumptions to consider the impact of changes in the recoverable
amount that would result from changes in the assumptions. We also assessed the adequacy of the disclosures related to the
valuation of goodwill.
Other Information
Management is responsible for the other information. The other information comprises:
●
●
.
Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.
In connection with our audit of the consolidated financial statements, our responsibility is to read the other information, and in doing so, consider whether the other
information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit or otherwise appears to be materially
misstated.
We obtained Management’s Discussion and Analysis and the 2025 Annual Report prior to the date of this auditor’s report. If, based on the work we have
performed, we conclude that there is a material misstatement of this other information, we are required to report that fact in this auditor’s report. We have nothing
to report in this regard.
Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with IFRS, and for such internal control
as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to
fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing TD’s ability to continue as a going concern, disclosing, as applicable,
matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate TD or to cease operations, or has
no realistic alternative but to do so.
Those charged with governance are responsible for overseeing TD’s financial reporting process.
Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether
due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an
audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists. Misstatements can
arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of
users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism
throughout the audit. We also:
●
procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a
material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.
●
purpose of expressing an opinion on the effectiveness of TD’s internal control.
●
●
uncertainty exists related to events or conditions that may cast significant doubt on TD’s ability to continue as a going concern. If we conclude that a material
uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the consolidated financial statements or, if such
disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However,
future events or conditions may cause TD to cease to continue as a going concern.
●
financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
●
a basis for forming an opinion on the consolidated financial statements. We are responsible for the direction, supervision and review of the work performed for
the purposes of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings,
including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to
communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related
safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated
financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation
precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report
because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partner on the audit resulting in this independent auditor’s report is Helen Mitchell.
/s/ Ernst & Young LLP
Chartered Professional Accountants
Licensed Public Accountants
Toronto, Canada
December 3, 2025
December 4, 2025
Shareholders and Directors of The Toronto-Dominion Bank
We are aware that The Toronto-Dominion Bank will furnish EY's Independent Auditor's Report prepared in accordance with Canadian generally accepted auditing
standards and dated December 3, 2025 as Exhibit 99.6 to its Form 6-K filed on December 4, 2025.
.
/s/ Ernst & Young LLP
Chartered Professional Accountants
Licensed Public Accountants