6-K - TD - Equibles

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 August,

2024

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

☐

Form 40-F

☑

This Form 6-K, excluding 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

Quarter 2024 Report to Shareholders

99.2

Earnings Coverage

99.3

Return on Assets, Dividend Payouts, and Equity to Assets Ratios

99.4

Q3 2024 Earnings News Release

99.5

Q3 2024 Dividend News Release

99.6

CEO and CFO Certificates

101

Interactive Data File (formatted as Inline

XBRL)

104

Cover Page Interactive Data File (formatted

as Inline XBRL and contained in Exhibit

101)

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:

August 22, 2024

By:

/s/ Caroline Cook

Name:

Caroline Cook

Title:

Associate Vice President, Legal Treasury and

Corporate Securities

ex991

ex991p1i0

TD BANK GROUP • THIRD QUARTER 2024 •

REPORT TO SHAREHOLDERS

Page 1

TD Bank Group Reports Third Quarter 2024 Results

Report to Shareholders

•

Three and nine months ended July 31,

2024

The financial information in this document is reported

in Canadian dollars and is based on

the Bank’s unaudited Interim Consolidated

Financial Statements and

related Notes prepared in accordance

with International Financial Reporting Standards

(IFRS) as issued by the International

Accounting Standards Board (IASB),

unless otherwise noted. Certain comparative

amounts have been revised to conform

with the presentation adopted in the current period.

Reported results conform with generally accepted

accounting principles (GAAP), in accordance

with IFRS. Adjusted measures are non-GAAP

financial

measures. For additional information about

the Bank’s use of non-GAAP financial measures,

refer to “Significant and Subsequent Events”

and “Non-GAAP and

Other Financial Measures” in the “How

We Performed” section of this document.

THIRD QUARTER FINANCIAL HIGHLIGHTS,

compared with the third quarter

last year:

●

Reported diluted earnings (loss) per share

were $(0.14),

compared with $1.53.

●

Adjusted diluted earnings per share were

$2.05, compared with $1.95.

●

Reported net income (loss) was $(181)

million, compared with $2,881 million.

●

Adjusted net income was $3,646 million,

compared with $3,649 million.

YEAR-TO-DATE FINANCIAL HIGHLIGHTS, nine months ended July

31, 2024, compared with the corresponding

period last year:

●

Reported diluted earnings per share were

$2.76, compared with $4.04.

●

Adjusted diluted earnings per share were

$6.09, compared with $6.09.

●

Reported net income was $5,207 million,

compared with $7,768 million.

●

Adjusted net income was $11,072 million,

compared with $11,510 million.

THIRD QUARTER ADJUSTMENTS (ITEMS

OF NOTE)

The third quarter reported earnings figures

included the following items of note:

●

Amortization of acquired intangibles of $64

million ($56 million after-tax or 3 cents

per share), compared with $88 million

($75 million after-tax or

4 cents per share) in the third quarter last

year.

●

Acquisition and integration charges related

to the Schwab transaction of $21 million

($18 million after-tax or 1 cent per share),

compared with

$54 million ($44 million after-tax or 2 cents

per share) in the third quarter last year.

●

Restructuring charges of $110 million ($81 million

after-tax or 5 cents per share).

●

Acquisition and integration charges related

to the Cowen acquisition of $78 million

($60 million after-tax or 3 cents per share),

compared with

$143 million ($105 million after-tax or 6 cents

per share) in the third quarter last year.

●

Impact from the terminated First Horizon

Corporation (FHN) acquisition-related

capital hedging strategy of $62 million ($46

million after-tax or 3

cents per share), compared with $177 million

($134 million after-tax or 8 cents

per share) in the third quarter last year.

●

Provision for investigations related to the

Bank’s

AML program of $3,566 million ($3,566

million after-tax or $2.04 per share).

TORONTO

, August 22, 2024 – TD Bank Group (“TD”

or the “Bank”) today announced its financial

results for the third quarter ended July

31, 2024. Reported

earnings were a loss of $181 million, compared

with reported

earnings of $2,881 million in the third quarter

last year, and adjusted earnings were $3.6 billion,

relatively flat.

The Bank’s reported results include the impact

of the US$2,600 million provision for investigations

related to the Bank’s anti-money laundering (AML)

program,

which, together with the provision taken last quarter

in connection with this matter, reflects the Bank’s current

estimate of the total fines related to this

matter.

“TD delivered

record revenue

and net

income in

Canadian Personal

and Commercial

Banking, continued

operating momentum

in the

U.S., and

strong results

across

our

markets-driven

businesses,”

said

Bharat

Masrani,

Group

President

and

CEO,

Bank

Group.

“We

continued

invest

new

and

innovative

capabilities and expanded our product offerings

to better serve our customers and clients.”

Canadian Personal and

Commercial Banking delivered

record net

income and

revenue supported by

continued volume growth

and strong operating

leverage

Canadian Personal and Commercial Banking net income

was $1,872 million, an increase of 13% compared to the third quarter last

year, reflecting higher revenue,

partially

offset

by higher

non-interest expenses

and provisions

for credit

losses. The

segment delivered

record revenue

of $5,003

million,

increase of

9%,

primarily reflecting volume growth and

margin expansion.

Canadian Personal and Commercial Banking grew its leading deposit franchise with another strong

quarter for account openings. TD further expanded its market-

leading credit card business to

reach a milestone of more

than 8 million active

accounts and delivered market share

gains in Real Estate Secured

Lending while

supporting its growing customer base. This quarter,

TD added more value for New to

Canada customers, including offers for both TD Direct Investing and

the TD

Cash Back Visa Card. The Bank also enhanced its TD Student Line of Credit offering, supporting Canada’s next generation of doctors, dentists, and

veterinarians.

In addition, Business Banking launched TD

Innovation Partners, a full-service banking and

financing solutions platform for technology

and innovation companies.

The U.S. Retail Bank delivered operating

momentum in a challenging environment

U.S. Retail reported net loss for the quarter was

$2,275 million (US$1,658 million), compared

with reported net income of $1,305 million (US$977

million) in the

third quarter last year. On an adjusted basis, net income

was $1,291 million (US$942 million), a decrease

of $77

million (US$83 million). Reported net income

for

the quarter from the Bank’s investment in The

Charles Schwab Corporation (“Schwab”) was

$178 million (US$129 million), a decrease

of $13 million

(US$13 million).

The U.S. Retail Bank, which excludes the Bank’s

investment in Schwab, reported net loss

was $2,453 million (US$1,787 million), compared

with reported net

income of $1,114 million (US$835 million) in the third quarter last

year, primarily reflecting the impact of the provision for investigations

related to the Bank’s AML

program. On an adjusted basis net income

was $1,113 million, a decrease of $64 million from the third

quarter last year, primarily reflecting higher PCL and higher

TD BANK GROUP • THIRD QUARTER 2024 •

REPORT TO SHAREHOLDERS

Page 2

non-interest expenses, partially offset by higher

revenue. In U.S. dollars, adjusted net income

was US$813 million, a decrease of US$70

million, reflecting higher

PCL and lower revenue.

This quarter, the U.S. Retail Bank continued to deliver strong

operating momentum with stable deposits excluding

Schwab sweep deposits, and year-over-year

peer-leading loan growth.

The Commercial Banking Middle Market loan

balances and lending fees grew 18% and 9%

respectively year-over-year. In addition, TD

Bank, America’s Most Convenient Bank

ranked highest among national banks

in the J.D.

Power 2024 U.S. Online Banking

Satisfaction Study

, reflecting

investments in digital banking and continued

enhancements to customer experience. For

the fifth year in a row, TD Auto Finance ranked #1 in Dealer

Satisfaction

among Non-Captive National Prime Automotive

Finance Lenders in the J.D. Power 2024

U.S. Dealer Financing Satisfaction Study

Wealth Management and Insurance delivered

record revenue while net income reflects

impact from severe weather events

Wealth Management and Insurance net income

was $430 million, relatively flat compared

with the third quarter last year. Driven by strong business

fundamentals,

Wealth Management and Insurance delivered record

revenues of $3,349 million reflecting higher

insurance premiums, asset growth, higher deposit

margins, and

increased trades per day in the Direct

Investing business. TD Insurance reported

higher claims costs due to severe weather

events in the Greater Toronto Area

and wildfires in Alberta, in addition to increased

claims severity.

Wealth Management and Insurance continued to invest

in client-centric innovation this quarter. TD Direct Investing

was the first bank-owned brokerage

in Canada

to launch partial shares trading, enabling investors

to buy and sell a fraction of stocks and exchange-traded

funds. TD Insurance supported customers

and

communities in their moments of need by

providing advice and assistance to those impacted

by severe weather-related events this

quarter.

Wholesale Banking continued its growth,

with revenues up on broader and stronger

capabilities

Wholesale Banking reported net income for

the quarter was $317 million, an increase

of $45 million compared with the third

quarter last year, primarily reflecting

higher revenues, partially offset by higher PCL

and non-interest expenses. On an adjusted

basis, net income was $377 million, flat

compared to the third quarter

last year. Revenue for the quarter was $1,795 million, an increase

of $227 million, or 14%, compared with

the third quarter last year, reflecting higher trading-

related revenue, lending revenue, advisory

and underwriting fees.

This quarter, Wholesale Banking continued to gain momentum

across its banking and markets businesses.

In June, TD Securities colleagues across North

America participated in the annual TD Securities

Underwriting Hope Campaign, which raised

more than $2.1 million in support of children

and youth-related

charities.

Update on TD’s AML remediation program

TD is undertaking a remediation of its U.S.

AML Program. As part of this work, the

Bank has been making investments in its

risk and control infrastructure,

including onboarding leadership with deep

subject matter expertise supported by increased

staffing resources, implementing new cross-functional

procedures for

preventing, detecting and reporting suspicious

activity; and investing in data and technology, training and process

design to enable improved transaction

monitoring and data analytics capabilities.

Capital

TD’s Common Equity Tier 1 Capital ratio was 12.8%.

Conclusion

“Looking ahead, TD is strong and well-positioned

to navigate the macroeconomic environment,

invest in both our AML remediation program

and our business, and

continue to deepen our relationships with our

nearly 28 million customers and clients,”

added Masrani. “I want to thank TD bankers

around the globe for their hard

work and commitment to the Bank and

those we serve."

The foregoing contains forward-looking statements. Please refer to the “Caution Regarding Forward-Looking Statements”

on page 4.

TD Bank received the highest score among national banks (>$200B in deposits) in the J.D. Power 2024 U.S. Banking Online Satisfaction Study, which measures customer satisfaction with financial

institutions’ online experience for banking account management. Visit jdpower.com/awards for more details.

TD Auto Finance received the highest score in the non-captive national – prime segment in the J.D. Power 2020-2024 U.S. Dealer Financing Satisfaction Studies of auto dealers’ satisfaction with

automotive finance providers. Visit jdpower.com/awards for more details.

TD BANK GROUP • THIRD QUARTER 2024 •

REPORT TO SHAREHOLDERS

Page 3

ENHANCED DISCLOSURE TASK FORCE

The Enhanced Disclosure Task Force (EDTF) was established by the Financial

Stability Board in 2012 to identify fundamental

disclosure principles,

recommendations and leading practices to enhance

risk disclosures of banks. The index

below includes the recommendations (as

published by the EDTF) and

lists the location of the related EDTF disclosures

presented in the third quarter 2024 Report

to Shareholders (RTS), Supplemental Financial

Information (SFI), or

Supplemental Regulatory Disclosures (SRD).

Information on TD’s website, SFI, and SRD is not

and should not be considered incorporated

herein by reference

into the third quarter 2024 RTS, Management’s Discussion

and Analysis, or the Interim Consolidated

Financial Statements. Certain disclosure references

have

been made to the Bank’s 2023 Annual Report.

Type of

Risk

Topic

EDTF Disclosure

Page

RTS

Third

Quarter

2024

SFI

Third

Quarter

2024

SRD

Third

Quarter

2024

Annual Report

2023

General

Present all related risk information together in any particular report.

Refer to below for location of disclosures

The bank’s risk terminology and risk measures and present key parameter

values used.

83-88, 92, 97,

99-101, 112-114

Describe and discuss top and emerging risks.

76-82

Outline plans to meet each new key regulatory ratio once applicable rules

are finalized.

28, 41

72, 109

Risk

Governance

and Risk

Management

and

Business

Model

Summarize the bank’s risk management organization, processes, and key

functions.

84-87

Description of the bank’s risk culture and procedures applied to support the

culture.

83-84

Description of key risks that arise from the bank’s business models and

activities.

71, 83, 88-116

Description of stress testing within the bank’s risk governance and capital

frameworks.

70, 87, 95, 112

Capital

Adequacy

and Risk

Weighted

Assets

Pillar 1 capital requirements and the impact for global systemically important

banks.

26-28, 81

1-3, 6

67-69, 73,

219

Composition of capital and reconciliation of accounting balance sheet to the

regulatory balance sheet.

1-3, 5

Flow statement of the movements in regulatory capital.

Discussion of capital planning within a more general discussion of

management’s strategic planning.

68-70, 112

Analysis of how risk-weighted asset (RWA) relate to business activities

and

related risks.

9-13

70-71

Analysis of capital requirements for each method used for calculating RWA.

89-92, 94-95

Tabulate credit risk in the banking book

for Basel asset classes and major

portfolios.

35-52, 58-64

Flow statement reconciling the movements of RWA by risk type.

17-18

Discussion of Basel III back-testing requirements.

91, 95, 99

Liquidity

The bank’s management of liquidity needs and liquidity reserves.

33-35, 37-38

101-103,

105-106

Funding

Encumbered and unencumbered assets in a table by balance sheet

category.

104, 214

Tabulate consolidated total assets, liabilities

and off-balance sheet

commitments by remaining contractual maturity at the balance sheet date.

41-43

109-111

Discussion of the bank’s funding sources and the bank’s funding strategy.

36-41

106-109

Market Risk

Linkage of market risk measures for trading and non-trading portfolio and

balance sheet.

Breakdown of significant trading and non-trading market risk factors.

30, 32

93, 96-97

Significant market risk measurement model limitations and validation

procedures.

94-97, 99

Primary risk management techniques beyond reported risk measures and

parameters.

94-97

Credit Risk

Provide information that facilitates users’ understanding of the bank’s credit

risk profile, including any significant credit risk concentrations.

23-26, 62-70

21-36

1-5, 13, 17,

19-78

54-66, 88-92,

171-178, 187,

190-191,

217-218

Description of the bank’s policies for identifying impaired loans.

62, 147-148,

154, 177

Reconciliation of the opening and closing balances of impaired loans in the

period and the allowance for loan losses.

24, 65-69

25, 29

60, 174-176

Analysis of the bank’s counterparty credit risks that arise from derivative

transactions.

53-54, 65-69

91, 159,

181-183, 187,

190-191

Discussion of credit risk mitigation, including collateral held for all sources of

credit risk.

91, 151, 159

Other Risks

Description of ‘other risk’ types based on management’s classifications and

discuss how each one is identified, governed, measured, and managed.

97-100, 112-116

Discuss publicly known risk events related to other risks.

81-82, 212-213,

221

TD BANK GROUP • THIRD QUARTER 2024 •

REPORT TO SHAREHOLDERS

Page 4

TABLE OF CONTENTS

MANAGEMENT’S DISCUSSION AND ANALYSIS

Caution Regarding Forward-Looking Statements

Changes in Internal Control over Financial Reporting

Financial Highlights

Glossary

Significant and Subsequent Events

How We Performed

Financial Results Overview

INTERIM CONSOLIDATED FINANCIAL STATEMENTS

How Our Businesses Performed

Interim Consolidated Balance Sheet

Quarterly Results

Interim Consolidated Statement of Income

Balance Sheet Review

Interim Consolidated Statement of Comprehensive Income

Credit Portfolio Quality

Interim Consolidated Statement of Changes in Equity

Capital Position

Interim Consolidated Statement of Cash Flows

Managing Risk

Notes to Interim Consolidated Financial Statements

Securitization and Off-Balance Sheet Arrangements

Accounting Policies and Estimates

SHAREHOLDER AND INVESTOR INFORMATION

MANAGEMENT’S DISCUSSION AND ANALYSIS

OF OPERATING

PERFORMANCE

This MD&A is presented to enable readers

to assess material changes in the financial

condition and operating results of TD Bank

Group (“TD” or the “Bank”) for

the three and nine months ended July 31, 2024,

compared with the corresponding periods

shown.

This MD&A should be read in conjunction

with the Bank’s

unaudited Interim Consolidated Financial Statements

and related Notes included in this Report

to Shareholders and with the 2023 Consolidated

Financial

Statements and related Notes and 2023 MD&A.

This MD&A is dated August 21,

Unless otherwise indicated, all amounts

are expressed in Canadian dollars

and have been primarily derived from the

Bank’s 2023 Consolidated Financial Statements

and related Notes or Interim Consolidated

Financial Statements and

related Notes, prepared in accordance with

IFRS as issued by the IASB. Note that certain

comparative amounts have been revised

to conform with the

presentation adopted in the current period.

Additional information relating to the Bank, including

the Bank’s 2023 Annual Information Form, 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 SEC’s website at http://www.sec.gov (EDGAR

filers section).

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. Private Securities Litigation Reform Act of 1995

. Forward-looking statements include, but are not limited to, statements made in

this document, the Management’s Discussion and Analysis (“2023 MD&A”) in the Bank’s

2023 Annual Report under the heading “Economic Summary and Outlook”, under the headings

“Key Priorities for 2024” and “Operating Environment and Outlook” for the Canadian Personal and Commercial Banking,

U.S. Retail, Wealth Management and Insurance, and Wholesale

Banking segments, and under the heading “2023 Accomplishments and Focus for 2024” for the Corporate segment,

and in other statements regarding the Bank’s objectives and priorities

for 2024 and beyond and strategies to achieve them, the regulatory environment in which the Bank operates, and

the Bank’s anticipated financial performance. Forward-looking statements

can be identified by words such as “anticipate”, “believe”, “could”, “estimate”, “expect”, “forecast”, “goal”, “intend”, “may”,

“outlook”, “plan”, “possible”, “potential”, “predict”, “project”, “should”,

“target”, “will”, and “would” 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 expressed in the forward-looking statements. Risk factors that could cause,

individually or in the aggregate, such differences include: strategic, credit, market (including equity,

commodity, foreign exchange, interest rate,

and credit spreads), operational (including

technology, cyber security,

and infrastructure), model, insurance, liquidity,

capital adequacy, legal, regulatory compliance and

conduct, reputational, environmental and social, and other

risks. Examples of such risk factors include general business and economic conditions in the regions in which the Bank operat

es; geopolitical risk; inflation, rising rates and recession;

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; 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; model

risk; fraud activity; insider 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 without limitation tax laws, capital guidelines and liquidity regulatory

guidance; increased competition from incumbents and

new entrants (including Fintechs and big technology competitors); shifts in consumer attitudes and disruptive technology;

environmental and social risk (including climate change);

exposure related to significant litigation and regulatory matters; ability of the Bank to attract, develop, and retain

key talent; changes to the Bank’s credit ratings; changes in foreign

exchange rates, interest rates, credit spreads and equity prices; 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; Interbank Offered Rate

(IBOR) transition risk; critical accounting estimates and changes to accounting

standards, policies, and methods used by the Bank; the economic, financial, and other impacts of pandemics; 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 and Management” section of the 2023 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 heading “Significant Events” or

“Significant and Subsequent Events” in the relevant MD&A, which

applicable releases may be found on www.td.com. All 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 2023 MD&A under the heading “Economic Summary and

Outlook”, under the headings “Key Priorities for 2024” and “Operating Environment and Outlook” for the Canadian

Personal and Commercial Banking, U.S. Retail, Wealth Management and

Insurance, and Wholesale Banking segments, and under the heading “2023 Accomplishments and Focus for 2024”

for the Corporate segment, each as may be updated in subsequently

filed quarterly reports to shareholders.

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 law.

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 • THIRD QUARTER 2024 •

REPORT TO SHAREHOLDERS

Page 5

TABLE 1: FINANCIAL HIGHLIGHTS

(millions of Canadian dollars, except

as noted)

For the three months ended

For the nine months ended

July 31

April 30

July 31

2024

2023

2024

2023

Results of operations

Total revenue – reported

14,176

13,819

12,914

41,709

37,512

Total revenue – adjusted

1,2

14,238

13,883

13,148

41,892

38,795

Provision for (recovery of) credit losses

1,072

1,071

766

3,144

2,055

Insurance service expenses (ISE)

1,669

1,248

1,386

4,283

3,668

Non-interest expenses – reported

11,012

8,401

7,359

27,443

22,227

Non-interest expenses – adjusted

1,2

7,208

7,084

6,730

21,417

19,529

Net income (loss) – reported

(181)

2,564

2,881

5,207

7,768

Net income – adjusted

1,2

3,646

3,789

3,649

11,072

11,510

Financial position

(billions of Canadian dollars)

Total loans net of allowance for loan losses

938.3

928.1

867.8

938.3

867.8

Total assets

1,967.2

1,966.7

1,885.2

1,967.2

1,885.2

Total deposits

1,220.6

1,203.8

1,159.5

1,220.6

1,159.5

Total equity

111.6

112.0

112.6

111.6

112.6

Total risk-weighted assets

610.5

602.8

544.9

610.5

544.9

Financial ratios

Return on common equity (ROE) – reported

1,4

(1.0)

9.5

10.8

6.5

9.7

Return on common equity – adjusted

1,2

14.1

14.5

13.8

14.3

14.6

Return on tangible common equity (ROTCE)

1,2,4

(1.0)

13.0

14.6

8.9

13.1

Return on tangible common equity – adjusted

1,2

18.8

19.2

18.2

18.9

19.2

Efficiency ratio – reported

1,4

77.7

60.8

57.0

65.8

59.3

Efficiency ratio – adjusted, net of ISE

1,2,4,5

57.3

56.1

57.2

56.9

55.6

Provision for (recovery of) credit losses

as a % of net

average loans and acceptances

0.46

0.47

0.35

0.46

0.32

Common share information – reported

(Canadian dollars)

Per share earnings (loss)

Basic

(0.14)

1.35

1.53

2.77

4.05

Diluted

(0.14)

1.35

1.53

2.76

4.04

Dividends per share

1.02

0.96

3.06

2.88

Book value per share

57.61

57.69

55.49

57.61

55.49

Closing share price

81.53

81.67

86.96

81.53

86.96

Shares outstanding (millions)

Average basic

1,747.8

1,762.8

1,834.8

1,762.4

1,827.9

Average diluted

1,748.6

1,764.1

1,836.3

1,763.6

1,829.9

End of period

1,747.9

1,759.3

1,827.5

1,747.9

1,827.5

Market capitalization (billions of Canadian dollars)

142.5

143.7

158.9

142.5

158.9

Dividend yield

5.3

5.1

4.7

5.1

4.5

Dividend payout ratio

n/m

75.6

62.6

110.4

71.0

Price-earnings ratio

1,4

19.2

13.8

11.4

19.2

11.4

Total shareholder return (1 year)

(1.4)

4.5

9.4

(1.4)

9.4

Common share information – adjusted

(Canadian dollars)

1,2

Per share earnings

Basic

2.05

2.04

1.95

6.09

6.10

Diluted

2.05

2.04

1.95

6.09

Dividend payout ratio

49.7

49.9

49.2

50.1

47.2

Price-earnings ratio

10.3

10.5

10.3

10.5

Capital ratios

Common Equity Tier 1 Capital ratio

12.8

13.4

15.2

12.8

15.2

Tier 1 Capital ratio

14.6

15.1

17.2

14.6

17.2

Total Capital ratio

16.3

17.1

19.6

16.3

19.6

Leverage ratio

4.1

4.3

4.6

4.1

4.6

TLAC ratio

29.1

30.6

35.0

29.1

35.0

TLAC Leverage ratio

8.3

8.7

9.3

8.3

9.3

For the three and nine months ended July 31, 2023, certain amounts have been restated for the adoption of IFRS

17,

Insurance Contracts

(IFRS 17). Refer to Note 2 of the Bank’s third

quarter 2024 Interim Consolidated Financial Statements for further details.

The Toronto-Dominion Bank (“TD” or the

“Bank”) prepares its Interim 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 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 “Significant

and Subsequent Events” and “How We

Performed” sections

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.

These measures have been included in this document in accordance with the Office of the Superintendent

of Financial Institutions Canada’s (OSFI’s) Capital Adequacy

Requirements

(CAR), Leverage Requirements (LR), and Total

Loss Absorbing Capacity (TLAC) guidelines. Refer to the “Capital Position” section of this document for further

details.

For additional information about this metric, refer to the Glossary of this document.

Efficiency ratio – adjusted, net of ISE is calculated by dividing adjusted non-interest expenses by adjusted

total revenue, net of ISE. Adjusted total revenue, net of ISE –

Q3 2024: $12,569 million, Q2 2024: $12,635 million, Q3 2023: $11,

762 million, 2024 YTD: $37,609 million, 2023 YTD: $35,127 million. Effective the first quarter

of 2024, the composition

of this non-GAAP ratio and the comparative amounts have been revised.

Toronto Stock Exchange closing market

price.

Not meaningful.

TD BANK GROUP • THIRD QUARTER 2024 •

REPORT TO SHAREHOLDERS

Page 6

SIGNIFICANT AND SUBSEQUENT EVENTS

a) Investigations Related to the Bank’s AML Program

The Bank continues to actively pursue a

global resolution of the civil and criminal investigations

into its U.S.

Bank Secrecy Act

(BSA)/AML program

(the “AML Program”) by its U.S. prudential regulators,

the Financial Crimes Enforcement

Network (FinCEN),

and the U.S. Department of Justice (DOJ).

For

additional information about these matters, including

provisions recorded in connection with

such investigations, refer to Note 19 of the Bank’s

third quarter

2024 Interim Consolidated Financial Statements.

As previously disclosed, the Bank is undertaking

a remediation of its AML Program.

This is a cross-functional undertaking,

spanning business lines and control

functions, and is a priority for the Bank.

As part of this work, the Bank has been

making investments in its risk and controls infrastructure,

including: (i) onboarding

leadership with deep subject matter expertise

supported by increased staffing resources; (ii) implementing

new cross-functional procedures for preventing,

detecting, and reporting suspicious activity;

(iii) investing in training and process

design; and (iv) investing in data and

technology to enable improved transaction

monitoring and data analytics capabilities.

The Bank has

established a dedicated program

management infrastructure to monitor execution

against the remediation

program

This work is being overseen by an Interim

AML/BSA Committee of the U.S. subsidiary

boards and is expected to be a multi-year

endeavour, involving

additional investments.

Restructuring Charges

The Bank continued to undertake certain

measures in the third quarter of 2024 to reduce

its cost base and achieve greater efficiency. In connection with these

measures, the Bank incurred $110 million and $566 million, respectively, of restructuring

charges for the three and nine months ended

July 31, 2024, which

primarily relate to employee severance

and other personnel-related costs and real

estate optimization. The restructuring program

has concluded.

c) Federal Deposit Insurance Corporation Special

Assessment

On November 16, 2023, the FDIC announced

a final rule that implements a special assessment

to recover the losses to the Deposit Insurance

Fund arising from

the protection of uninsured depositors during

the U.S. bank failures in the spring of 2023.

The special assessment resulted in the recognition

of $411 million

(US$300 million) pre-tax in non-interest expenses

in the first quarter of the Bank’s fiscal 2024.

On February 23, 2024, the FDIC notified

all institutions subject to the special assessment

that its estimate of total losses increased

compared to the amount

communicated with the final rule in November

Accordingly, the Bank recognized an additional expense

for the special assessment of $103 million

(US$75 million)

in the second quarter of the Bank’s

fiscal 2024. The final amount of the Bank’s special

assessment may be further updated as

the FDIC

determines the actual losses to the Deposit

Insurance Fund.

d) Sale of Schwab Common Shares

On August 21, 2024, the Bank announced

that it had sold 40.5 million shares of common

stock of Schwab. The shares are sold for proceeds

of approximately

$3.4 billion (US$2.5 billion). The share

sale will reduce the Bank’s ownership interest

in Schwab from 12.3% to 10.1%. The

Bank is expected to recognize

approximately $1.0 billion (US$0.7 billion)

as other income (net of $0.5 billion (US$0.4

billion) loss from accumulated other

comprehensive income (AOCI)

reclassified to earnings), in the fourth quarter

of fiscal 2024.

HOW WE PERFORMED

CORPORATE OVERVIEW

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

assets and serves more than 27.5 million customers

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., TD Wealth (U.S.), and

an investment in The Charles Schwab

Corporation; 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 the world’s leading

online financial services firms, with more

than 17 million active online and mobile customers.

TD had $1.97 trillion in assets on July 31,

The Toronto-

Dominion Bank trades under the symbol “TD”

on the Toronto and New York Stock Exchanges.

HOW THE BANK REPORTS

The Bank prepares its Interim Consolidated

Financial Statements in accordance

with IFRS 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 basic

and diluted earnings per

share (EPS), adjusted dividend payout ratio, adjusted

efficiency ratio, net of ISE, 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

Interim 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

TD BANK GROUP • THIRD QUARTER 2024 •

REPORT TO SHAREHOLDERS

Page 7

income (loss). The net income (loss) included

in the U.S. Retail segment includes only

the portion of revenue and credit losses

attributable to TD under the

agreements.

Investment in The Charles Schwab Corporation

and IDA Agreement

On October 6, 2020, the Bank acquired an approximately

13.5% stake in The Charles Schwab Corporation

(“Schwab”) following the completion of Schwab’s

acquisition of TD Ameritrade Holding Corporation

(“TD Ameritrade”) of which the Bank

was a major shareholder (the “Schwab transaction”).

On August 1, 2022,

the Bank sold 28.4 million non-voting common

shares of Schwab, which reduced the

Bank’s ownership interest in Schwab to approximately

12.0%.

The Bank accounts for its investment in

Schwab using the equity method. The U.S.

Retail segment reflects the Bank’s share of net income

from its investment

in Schwab. The Corporate segment net income

(loss) includes 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 is reported with

a one-month lag. For further details, refer

to Note 7 of the Bank’s third quarter 2024 Interim

Consolidated Financial

Statements.

On November 25, 2019, the Bank and Schwab

signed an insured deposit account agreement

(the “2019 Schwab IDA Agreement”), with

an initial expiration

date of July 1, 2031. Under the 2019 Schwab

IDA Agreement, starting July 1, 2021, Schwab

had the option to reduce the deposits by up

to US$10 billion per year

(subject to certain limitations and adjustments),

with a floor of US$50 billion. In addition, Schwab

requested some further operational flexibility

to allow for the

sweep deposit balances to fluctuate over

time, under certain conditions and subject to

certain limitations.

On May 4, 2023, the Bank and Schwab entered

into an amended insured deposit account

agreement (the “2023 Schwab IDA Agreement”),

which replaced the

2019 Schwab IDA Agreement. Pursuant

to the 2023 Schwab IDA Agreement, the Bank

continues to make 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 over

FROA are designated as floating-

rate obligations. In comparison to the 2019

Schwab IDA Agreement, the 2023 Schwab

IDA Agreement extends the initial expiration

date by three years to

July 1, 2034 and provides for lower deposit balances

in its first six years,

followed by higher balances in the later

years. Specifically, until September 2025, the

aggregate FROA will serve as the floor. Thereafter, the floor will be set at

US$60 billion. In addition, Schwab has the

option to buy down up to $6.8 billion

(US$5 billion)

of FROA by paying the Bank certain

fees in accordance with the 2023 Schwab

IDA Agreement, subject to certain limits. Refer

to the “Related Party

Transactions” section in the 2023 MD&A for further details.

During the first quarter of 2024, Schwab exercised

its option to buy down the remaining $0.7

billion (US$0.5 billion) of the US$5 billion

FROA buydown

allowance and paid $32 million (US$23

million) in termination fees to the Bank in accordance

with the 2023 Schwab IDA Agreement. By the

end of the first quarter

of 2024, Schwab

had completed its buy down of the

full US$5 billion FROA buydown allowance

and had paid a total of $337 million (US$250

million) in termination

fees to the Bank. The fees were intended to

compensate the Bank for losses incurred

from discontinuing certain hedging relationships

and for lost revenues. The

net impact was recorded in net interest income.

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 nine months ended

July 31

April 30

July 31

2024

2023

2024

2023

Net interest income

7,579

7,465

7,289

22,532

22,450

Non-interest income

6,597

6,354

5,625

19,177

15,062

Total revenue

14,176

13,819

12,914

41,709

37,512

Provision for (recovery of) credit losses

1,072

1,071

766

3,144

2,055

Insurance service expenses

1,669

1,248

1,386

4,283

3,668

Non-interest expenses

11,012

8,401

7,359

27,443

22,227

Income before income taxes and share

of net income from

investment in Schwab

423

3,099

3,403

6,839

9,562

Provision for (recovery of) income taxes

794

729

704

2,157

2,502

Share of net income from investment in

Schwab

190

194

182

525

708

Net income (loss) – reported

(181)

2,564

2,881

5,207

7,768

Preferred dividends and distributions on other

equity instruments

190

333

367

Net income (loss) attributable to common

shareholders

(250)

2,374

2,807

4,874

7,401

For the three and nine months ended July 31, 2023, certain amounts have been restated for the adoption of IFRS

Refer to Note 2 of the Bank’s third quarter 2024 Interim

Consolidated Financial Statements for further details.

TD BANK GROUP • THIRD QUARTER 2024 •

REPORT TO SHAREHOLDERS

Page 8

The following table provides a reconciliation between

the Bank’s adjusted and reported results.

For further details refer to the “Significant

and Subsequent Events”

or “How We Performed”

sections.

TABLE 3: NON-GAAP FINANCIAL MEASURES – Reconciliation

of Adjusted to Reported Net Income

(millions of Canadian dollars)

For the three months ended

For the nine months ended

July 31

April 30

July 31

2024

2023

2024

2023

Operating results – adjusted

Net interest income

7,641

7,529

7,364

22,715

22,836

Non-interest income

1,2,3

6,597

6,354

5,784

19,177

15,959

Total revenue

14,238

13,883

13,148

41,892

38,795

Provision for (recovery of) credit losses

1,072

1,071

766

3,144

2,055

Insurance service expenses

1,669

1,248

1,386

4,283

3,668

Non-interest expenses

2,4

7,208

7,084

6,730

21,417

19,529

Income before income taxes and share

of net income from

investment in Schwab

4,289

4,480

4,266

13,048

13,543

Provision for income taxes

868

920

845

2,660

2,872

Share of net income from investment in

Schwab

225

229

228

684

839

Net income – adjusted

3,646

3,789

3,649

11,072

11,510

Preferred dividends and distributions on other

equity instruments

190

333

367

Net income available to common shareholders

– adjusted

3,577

3,599

3,575

10,739

11,143

Pre-tax adjustments for items of note

Amortization of acquired intangibles

(64)

(72)

(88)

(230)

(221)

Acquisition and integration charges related

to the Schwab transaction

4,5

(21)

(54)

(74)

(118)

Share of restructuring and other charges

from investment in Schwab

–

(49)

–

Restructuring charges

(110)

(165)

–

(566)

–

Acquisition and integration-related charges

(78)

(102)

(143)

(297)

(237)

Charges related to the terminated FHN acquisition

–

(84)

–

(344)

Payment related to the termination of the

FHN transaction

–

(306)

–

(306)

Impact from the terminated FHN acquisition-related

capital hedging strategy

(62)

(64)

(177)

(183)

(1,187)

Impact of retroactive tax legislation on payment

card clearing services

–

(57)

–

(57)

Civil matter provision/Litigation settlement

3,4

–

(274)

–

(274)

(1,642)

FDIC special assessment

–

(103)

–

(514)

–

Provision for investigations related to the

Bank’s AML program

(3,566)

(615)

–

(4,181)

–

Less: Impact of income taxes

Amortization of acquired intangibles

(8)

(10)

(13)

(33)

Acquisition and integration charges related

to the Schwab transaction

(3)

(5)

(10)

(14)

(20)

Restructuring charges

(29)

(43)

–

(150)

–

Acquisition and integration-related charges

(18)

(22)

(38)

(64)

(53)

Charges related to the terminated FHN acquisition

–

(21)

–

(85)

Impact from the terminated FHN acquisition-related

capital hedging strategy

(16)

(43)

(46)

(292)

Impact of retroactive tax legislation on payment

card clearing services

–

(16)

–

(16)

Civil matter provision/Litigation settlement

–

(69)

–

(69)

(456)

FDIC special assessment

–

(26)

–

(127)

–

Canada Recovery Dividend (CRD) and

federal tax rate

increase for fiscal 2022

–

585

Total adjustments for items of note

(3,827)

(1,225)

(768)

(5,865)

(3,742)

Net income (loss) attributable to common

shareholders – reported

(250)

2,374

2,807

4,874

7,401

Prior to May 4, 2023, the impact shown covers periods before the termination of the FHN transaction and includes the

following components, reported in the Corporate segment: i) mark-to-market gains

(losses) on interest rate swaps recorded in non-interest income – Q3 2023: ($125) million, 2023 YTD: ($1,386) million ii) basis adjustment amortization related to de-designated fair value hedge

accounting relationships, recorded in net interest income – Q3 2023: $11 million, 2023 YTD: $262 million and iii) interest income (expense) recognized on the interest rate swaps, reclassified from non-

interest income to net interest income with no impact to total adjusted net income – Q3 2023: $23 million, 2023 YTD: $585 million. After the termination of the merger agreement, the residual impact of

the strategy is reversed through net interest income – Q3 2024: ($62) million, Q2 2024: ($64) million, 2024 YTD: ($183) million, Q3 2023: ($63) million, 2023 YTD: ($63) million.

For the three and nine months ended July 31, 2023, certain amounts have been restated for the adoption of IFRS 17. Refer to Note 2 of the Bank’s third quarter 2024 Interim Consolidated Financial

Statements for further details.

Adjusted non-interest income excludes the following items of note:

i. Stanford litigation settlement – 2023 YTD: $39 million. This reflects the foreign exchange loss and is reported in the Corporate segment; and

ii. Impact of retroactive tax legislation on payment card clearing services – Q3 2023: $57 million, reported in the Corporate segment.

Adjusted non-interest expenses exclude the following items of note:

i. Amortization of acquired intangibles – Q3 2024: $34 million, Q2 2024: $42 million, 2024 YTD: $139 million, Q3 2023: $58 million, 2023 YTD:

$131 million, reported in the Corporate segment;

ii. The Bank’s own acquisition and integration charges related to the Schwab transaction – Q3 2024: $16 million, Q2 2024: $16 million, 2024 YTD: $55 million, Q3 2023: $38 million, 2023 YTD:

$77 million, reported in the Corporate segment;

iii. Restructuring charges – Q3 2024: $110 million, Q2 2024: $165 million, 2024 YTD: $566 million, reported in the Corporate segment;

iv. Acquisition and

integration-related charges – Q3 2024: $78 million, Q2 2024: $102 million, 2024 YTD: $297 million, Q3 2023: $143 million, 2023 YTD: $237 million, reported in the Wholesale

Banking segment;

v. Charges

related to the terminated FHN acquisition – Q3 2023: $84 million, 2023 YTD: $344 million, reported in the U.S. Retail segment;

vi. Payment related to the termination of the First Horizon transaction – Q3 2023: $306 million, reported in the Corporate segment;

vii. Civil matter provision/Litigation settlement – Q2 2024: $274 million, 2024 YTD $274 million in respect of a civil matter, 2023 YTD: $1,603 million in respect of the Stanford litigation settlement,

reported in the Corporate segment;

viii. FDIC special assessment – Q2 2024: $103 million,

2024 YTD: $514 million, reported in the U.S. Retail segment; and

ix. Provision for investigations related to the Bank’s AML program – Q3 2024: $3,566 million, Q2 2024: $615 million, 2024 YTD: $4,181 million, reported in the U.S. Retail segment.

Adjusted share of net income from investment in Schwab excludes the following items of note on an after-tax basis. The earnings impact of these items is reported in the Corporate segment:

i. Amortization of Schwab-related acquired intangibles – Q3 2024: $30 million, Q2 2024: $30 million, 2024 YTD: $91 million, Q3 2023: $30 million, 2023 YTD: $90 million;

ii. The Bank’s share of acquisition and integration charges associated with Schwab’s acquisition of TD Ameritrade – Q3 2024: $5 million, Q2 2024: $5 million, 2024 YTD: $19 million,

Q3 2023: $16 million, 2023 YTD:

$41 million;

iii. The Bank’s share of restructuring charges incurred by Schwab – 2024 YTD: $27 million; and

iv. The

Bank’s share of the FDIC special assessment charge incurred by Schwab – 2024 YTD: $22 million.

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.

CRD and impact from increase in the Canadian federal tax rate for fiscal 2022 recognized in the first quarter of 2023, reported in the Corporate segment.

TD BANK GROUP • THIRD QUARTER 2024 •

REPORT TO SHAREHOLDERS

Page 9

TABLE 4: RECONCILIATION OF REPORTED TO ADJUSTED EARNINGS PER SHARE

(Canadian dollars)

For the three months ended

For the nine months ended

July 31

April 30

July 31

2024

2023

2024

2023

Basic earnings (loss) per share – reported

(0.14)

1.35

1.53

2.77

4.05

Adjustments for items of note

2.19

0.69

0.42

3.32

2.05

Basic earnings per share – adjusted

2.05

2.04

1.95

6.09

6.10

Diluted earnings (loss) per share – reported

(0.14)

1.35

1.53

2.76

4.04

Adjustments for items of note

2.19

0.69

0.42

3.32

2.05

Diluted earnings per share – adjusted

2.05

2.04

1.95

6.09

EPS is computed by dividing net income available to common shareholders by the weighted-average number of

shares outstanding during the period. Numbers may not add due to

rounding.

For the three and nine months ended July 31, 2024, certain amounts have been restated for the adoption of IFRS 17. Refer

to Note 2 of the Bank’s third quarter 2024 Interim

Consolidated Financial Statements for further details.

TABLE 5: AMORTIZATION OF INTANGIBLES, NET OF INCOME TAXES

(millions of Canadian dollars)

For the three months ended

For the nine months ended

July 31

April 30

July 31

2024

2023

2024

2023

Schwab

Wholesale Banking related intangibles

Other

Included as items of note

197

188

Software and asset servicing rights

115

104

315

272

Amortization of intangibles, net of income

taxes

171

166

165

512

460

Included in Share of net income from investment in Schwab.

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 attributable

to common shareholders 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 increased

to 11.5% Common Equity Tier 1 (CET1) Capital effective the first quarter of 2024,

compared with 11% in fiscal 2023.

TABLE 6: RETURN ON COMMON EQUITY

(millions of Canadian dollars, except

as noted)

For the three months ended

For the nine months ended

July 31

April 30

July 31

2024

2023

2024

2023

Average common equity

100,677

101,137

102,750

100,523

101,832

Net income (loss) attributable to common

shareholders – reported

(250)

2,374

2,807

4,874

7,401

Items of note, net of income taxes

3,827

1,225

768

5,865

3,742

Net income available to common shareholders

– adjusted

3,577

3,599

3,575

10,739

11,143

Return on common equity – reported

(1.0)

9.5

10.8

6.5

9.7

Return on common equity – adjusted

14.1

14.5

13.8

14.3

14.6

For the three and nine months ended July 31, 2023, certain amounts have been restated for the adoption of IFRS 17. Refer

to Note 2 of the Bank’s third quarter 2024 Interim

Consolidated Financial Statements for further details.

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.

TD BANK GROUP • THIRD QUARTER 2024 •

REPORT TO SHAREHOLDERS

Page 10

TABLE 7: RETURN ON TANGIBLE COMMON EQUITY

(millions of Canadian dollars, except

as noted)

For the three months ended

For the nine months ended

July 31

April 30

July 31

2024

2023

2024

2023

Average common equity

100,677

101,137

102,750

100,523

101,832

Average goodwill

18,608

18,380

18,018

18,403

17,788

Average imputed goodwill and intangibles on

investments in Schwab

6,087

6,051

6,058

6,066

6,123

Average other acquired intangibles

544

574

683

578

569

Average related deferred tax liabilities

(228)

(132)

(230)

(165)

Average tangible common equity

75,666

76,360

78,123

75,706

77,517

Net income (loss) attributable to common

shareholders – reported

(250)

2,374

2,807

4,874

7,401

Amortization of acquired intangibles, net of income

taxes

197

188

Net income (loss) attributable to common

shareholders adjusted for

amortization of acquired intangibles,

net of income taxes

(194)

2,436

2,882

5,071

7,589

Other items of note, net of income taxes

3,771

1,163

693

5,668

3,554

Net income available to common shareholders

– adjusted

3,577

3,599

3,575

10,739

11,143

Return on tangible common equity

(1.0)

13.0

14.6

8.9

13.1

Return on tangible common equity – adjusted

18.8

19.2

18.2

18.9

19.2

Excludes intangibles relating to software and asset servicing rights.

For the three and nine months ended July 31, 2023, certain amounts have been restated for the adoption of IFRS 17. Refer

to Note 2 of the Bank’s third quarter 2024 Interim

Consolidated Financial Statements for further details.

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 nine months ended

July 31, 2024 vs.

July 31, 2023

Increase (Decrease)

U.S. Retail Bank

Total revenue – reported

109

Total revenue – adjusted

109

Non-interest expenses – reported

143

155

Non-interest expenses – adjusted

Net income (loss) – reported, after-tax

(63)

(60)

Net income – adjusted, after-tax

Share of net income from investment in

Schwab

U.S. Retail segment net income (loss) –

reported, after-tax

(60)

(56)

U.S. Retail segment net income – adjusted,

after-tax

Earnings (loss) per share

(Canadian dollars)

Basic – reported

(0.03)

Basic – adjusted

0.02

Diluted – reported

(0.03)

Diluted – adjusted

0.02

Average foreign exchange rate (equivalent of CAD $1.00)

For the three months ended

For the nine months ended

July 31

2024

2023

2024

2023

U.S. dollar

0.730

0.750

0.735

0.743

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.

Share of net income from investment in Schwab and the foreign exchange impact are reported with a one-month

lag.

FINANCIAL RESULTS

OVERVIEW

Performance Summary

Outlined below is an overview of the Bank’s performance

for the third quarter of 2024. Shareholder

performance indicators help guide and benchmark

the Bank’s

accomplishments. For the purposes of this

analysis, the Bank utilizes adjusted earnings,

which excludes items of note from the reported

results that are prepared

in accordance with IFRS. Reported and adjusted

results and items of note are explained in “Non-GAAP

and Other Financial Measures” in the “How

We Performed”

section of this document.

●

Adjusted diluted EPS for the nine months ended

July 31, 2024 is flat from the same period

last year.

●

Adjusted ROTCE for the nine months ended

July 31, 2024, was 18.9%.

●

For the twelve months ended July 31,

2024, the total shareholder return was -1.4%

compared to the Canadian peer

average of +14.3%.

Net Income

Quarterly comparison – Q3 2024 vs. Q3 2023

Reported net loss for the quarter was $181

million, compared with reported net income

of $2,881 million in the third quarter last

year, primarily reflecting the impact

of the provision for investigations related

to the Bank’s AML program in U.S. Retail, higher

non-interest expenses, higher PCL, and higher

insurance service

expenses, partially offset by higher revenues and

the prior year payment related to the termination

of the First Horizon transaction in

the Corporate segment. On

an adjusted basis, net income for the quarter

was $3,646 million, relatively flat compared

with the third quarter last year.

Canadian peers include Bank of Montreal, Canadian Imperial Bank of Commerce, Royal Bank of Canada, and

The Bank of Nova Scotia.

TD BANK GROUP • THIRD QUARTER 2024 •

REPORT TO SHAREHOLDERS

Page 11

By segment, the decrease in reported net income

reflects decreases in U.S. Retail of $3,580

million and in Wealth Management and Insurance

of $1 million,

partially offset by increases in the Corporate segment

of $257 million, in Canadian Personal and

Commercial Banking of $217 million, and

in Wholesale Banking of

$45 million.

Quarterly comparison – Q3 2024 vs. Q2 2024

Reported net loss for the quarter was $181

million, compared with reported net income

of $2,564 million in the prior quarter, primarily reflecting

the impact of the

provision for investigations related to the Bank’s

AML program in U.S. Retail and higher

insurance service expenses, partially offset

by higher revenues and the

prior quarter impact of a civil matter provision

in the Corporate segment. Adjusted net income

for the quarter decreased $143 million, or 4%.

By segment, the decrease in reported net income

reflects decreases in U.S. Retail of $2,855

million, in Wealth Management and Insurance of

$191 million, and

in Wholesale Banking of $44 million,

partially offset by increases in the Corporate

segment of $212 million and in Canadian Personal

and Commercial Banking of

$133 million.

Year-to-date comparison – Q3 2024 vs. Q3 2023

Reported net income of $5,207 million decreased

$2,561 million, or 33%, compared with

the same period last year. The decrease reflects the impact

of the

provision for investigations related to the Bank’s

AML program in U.S. Retail, higher non-interest

expenses, and higher PCL, partially offset

by higher revenues,

and the prior period impacts of the Stanford litigation

settlement and the terminated FHN acquisition-related

capital hedging strategy in the Corporate segment.

Adjusted net income was $11,072 million, a decrease of $438 million,

or 4%.

By segment, the decrease in reported net income

reflects a decrease in U.S. Retail of $5,083

million, partially offset by increases in the Corporate

segment of

$1,908 million, in Canadian Personal and

Commercial Banking of $387 million, in

Wholesale Banking of $130 million, and

in Wealth Management and Insurance of

$97 million.

Net Interest Income

Quarterly comparison – Q3 2024 vs. Q3 2023

Reported net interest income for the quarter

was $7,579 million, an increase of $290

million, or 4%, compared with the

third quarter last year, primarily reflecting

volume growth and higher deposit margins

in Canadian Personal and Commercial Banking

, t

he prior period impact of the terminated FHN

acquisition-related

capital hedging strategy in the Corporate

segment, and higher loan volumes in U.S. Retail,

partially offset by lower net interest income

in Wholesale Banking. On

an adjusted basis, net interest income was

$7,641 million, an increase of $277 million,

or 4%.

By segment, the increase in reported net interest

income reflects increases in Canadian

Personal and Commercial Banking of

$423 million, in U.S. Retail of

$59 million, in Wealth Management and Insurance

of $58 million, and in the Corporate segment

of $46 million, partially offset by a decrease

in Wholesale Banking

of $296 million.

Quarterly comparison – Q3 2024 vs. Q2 2024

Reported net interest income for the quarter

increased $114 million, or 2%, compared

with the prior quarter, primarily reflecting

volume growth in Canadian

Personal and Commercial Banking, and

the impact of fewer days in the prior quarter, partially offset by lower

net interest income in Wholesale Banking.

On an

adjusted basis, net interest income increased

$112 million, or 1%.

By segment, the increase in reported net interest

income reflects increases in Canadian

Personal and Commercial Banking of

$182 million, in U.S. Retail of

$95 million, in the Corporate segment

of $40 million, and in Wealth Management and

Insurance of $12 million, partially offset

by a decrease in Wholesale Banking

of $215 million.

Year-to-date comparison – Q3 2024 vs. Q3 2023

Reported net interest income was $22,532 million,

an increase of $82 million, compared with

the same period last year, reflecting volume

growth and higher

deposit margins in Canadian Personal and Commercial

Banking,

higher loan volumes in U.S. Retail, and

higher deposit margins in Wealth Management,

partially

offset by lower net interest income in Wholesale

Banking, lower deposit volumes in U.S. Retail,

and

he prior period impact of the terminated FHN

acquisition-

related capital hedging strategy in the Corporate

segment

. O

n an adjusted basis, net interest income

was $22,715 million, a decrease of $121

million, or 1%.

By segment, the increase in reported net interest

income reflects increases in Canadian

Personal and Commercial Banking of

$1,152 million, in the Corporate

segment of $158 million, and in Wealth Management

and Insurance of $106 million, partially

offset by decreases in Wholesale Banking

of $932 million and in

U.S. Retail of $402 million.

Non-Interest Income

Quarterly comparison – Q3 2024 vs. Q3 2023

Reported non-interest income for the quarter

was $6,597 million, an increase of $972

million, or 17%, compared with the third quarter

last year, primarily reflecting

higher trading-related revenue, lending revenue,

advisory fees, and underwriting fees in

Wholesale Banking and higher insurance premiums.

On an adjusted

basis, non-interest income was $6,597 million,

an increase of $813 million, or 14%.

By segment, the increase in reported non-interest

income reflects increases in Wholesale

Banking of $523 million, in Wealth Management

and Insurance of

$333 million, in the Corporate segment

of $96 million, in U.S. Retail of $10 million,

and in Canadian Personal and Commercial

Banking of $10 million.

Quarterly comparison – Q3 2024 vs. Q2 2024

Non-interest income for the quarter increased

$243 million, or 4%, compared with the prior

quarter, primarily reflecting higher trading-related

revenue in Wholesale

Banking and seasonally higher insurance premiums,

partially offset by the net change in fair value of

loan underwriting commitments recorded

in the prior quarter

in Wholesale Banking.

By segment, the increase in non-interest income

reflects increases in Wealth Management

and Insurance of $223 million, Wholesale

Banking of $70 million, and

in U.S. Retail of $10 million, partially offset

by decreases in the Corporate segment

of $42 million and in Canadian Personal

and Commercial Banking of

$18 million.

Year-to-date comparison – Q3 2024 vs. Q3 2023

Reported non-interest income was $19,177

million, an increase of $4,115 million, or 27%, compared with

the same period last year, primarily reflecting higher

interest rate and credit trading-related revenue,

lending revenue, advisory, and underwriting fees in Wholesale

Banking, the prior period impact of

the terminated

FHN acquisition-related capital hedging

strategy in the Corporate segment, higher insurance

premiums, and fee-based revenue commensurate

with market growth

and transaction revenue in Wealth Management.

Adjusted non-interest income was $19,177

million, an increase of $3,218 million, or 20%.

By segment, the increase in reported non-interest

income reflects increases in Wholesale

Banking of $2,117 million, in the Corporate segment of $1,032

million,

in Wealth Management and Insurance of $818

million, in U.S. Retail of $137 million, and

in Canadian Personal and Commercial

Banking of $11 million.

TD BANK GROUP • THIRD QUARTER 2024 •

REPORT TO SHAREHOLDERS

Page 12

Provision for Credit Losses

Quarterly comparison – Q3 2024 vs. Q3 2023

PCL for the quarter was $1,072 million, an increase

of $306 million compared with the third

quarter last year. PCL – impaired was $920 million, an

increase of

$257 million, or 39%, largely reflecting

credit migration in the consumer and Wholesale

lending portfolios.

PCL – performing was $152 million, an increase

$49 million. The performing provisions this quarter

largely reflect current credit conditions

including some further credit migration in

the commercial and Canadian

consumer lending portfolios.

Total PCL for the quarter as an annualized percentage of credit volume

was 0.46%.

By segment, PCL was higher by $129

million in U.S. Retail, by $93 million in Wholesale

Banking, by $56 million in Canadian Personal

and Commercial

Banking, and by $28 million in the Corporate

segment.

Quarterly comparison – Q3 2024 vs. Q2 2024

PCL for the quarter was $1,072 million, an increase

of $1 million compared with the prior quarter. PCL – impaired

was $920 million, an increase of $50

million, or

6%, largely reflecting credit migration in the

Wholesale segment, partially offset by lower provisions

in the Canadian commercial and consumer

lending portfolios.

PCL – performing was $152 million, a decrease

of $49 million. The performing provisions

this quarter largely reflect current credit

conditions including some further

credit migration in the commercial and

Canadian consumer lending portfolios. Total PCL for the quarter as an annualized

percentage of credit volume was 0.46%.

By segment, PCL was higher by $63 million in

Wholesale Banking,

and lower by $32 million in Canadian Personal

and Commercial Banking,

by $28 million in

the Corporate segment,

and by $2 million in U.S. Retail.

Year-to-date comparison – Q3 2024 vs. Q3 2023

PCL was $3,144 million, an increase

of $1,089 million compared with the

same period last year. PCL – impaired

was $2,724 million, an increase of

$957 million,

reflecting credit migration in the consumer,

commercial,

and Wholesale lending portfolios.

PCL – performing was $420 million,

an increase of $132 million. The

current year performing provisions reflect

credit conditions including credit migration,

and volume growth.

Total PCL as an annualized

percentage of credit volume

was 0.46%.

By segment, PCL was higher in U.S. Retail

by $504 million, in Canadian Personal and

Commercial Banking by $372 million, in

Wholesale Banking by

$114

million, in the Corporate segment by $100

million, and lower in Wealth Management and Insurance

by $1 million.

TABLE 9: PROVISION FOR CREDIT LOSSES

(millions of Canadian dollars)

For the three months ended

For the nine months ended

July 31

April 30

July 31

2024

2023

2024

2023

Provision for (recovery of) credit losses

– Stage 3 (impaired)

Canadian Personal and Commercial

Banking

338

397

285

1,099

739

U.S. Retail

331

311

259

1,019

657

Wealth Management and Insurance

–

Wholesale Banking

109

(1)

113

Corporate

142

163

109

493

354

Total provision for (recovery of) credit losses – Stage 3

920

870

663

2,724

1,767

Provision for (recovery of) credit losses

– Stage 1

and Stage 2 (performing)

Canadian Personal and Commercial

Banking

226

214

U.S. Retail

(10)

124

(18)

Wealth Management and Insurance

–

Wholesale Banking

Corporate

(1)

–

Total provision for (recovery of) credit losses – Stage 1

and Stage 2

152

201

103

420

288

Total provision for (recovery of) credit losses

1,072

1,071

766

3,144

2,055

Includes PCL for off-balance sheet instruments.

Includes PCL on the retailer program partners’ share of the U.S. strategic cards portfolio.

Insurance Service Expenses

Quarterly comparison – Q3 2024 vs. Q3 2023

Insurance service expenses for the quarter

were $1,669 million, an increase of $283

million, or 20%, compared with the third quarter

last year, primarily reflecting

increased claims severity, less favourable prior years’ claims

development and larger impact of severe

weather-related events.

Quarterly comparison – Q3 2024 vs. Q2 2024

Insurance service expenses for the quarter

increased $421 million, or 34%, compared

with the prior quarter, reflecting more severe weather-related

events,

increased claims severity, seasonally higher claims and less favourable

prior years’ claims development.

Yearto-date

comparison – Q3 2024 vs. Q3 2023

Insurance service expenses were $4,283

million, an increase of $615 million, or 17%,

compared with the same period last year, primarily reflecting

increased

claims severity,

less favourable prior years’ claims development

and larger impact of severe weather-related

events.

Non-Interest Expenses and Efficiency

Ratio

Quarterly comparison – Q3 2024 vs. Q3 2023

Reported non-interest expenses were $11,012 million, an increase of

$3,653 million, or 50%, compared with

the third quarter last year, primarily reflecting the

impact of the provision for investigations related

to the Bank’s AML program in U.S. Retail, investments

in risk and control infrastructure, higher employee-related

expenses, and restructuring charges,

partially offset by a prior year payment related

to termination of the First Horizon transaction

in the Corporate segment. On

an adjusted basis, non-interest expenses

were $7,208 million, an increase of $478

million, or 7%.

By segment, the increase in reported non-interest

expenses reflects increases in U.S.

Retail of $3,526 million, in Wealth Management and

Insurance of

$125 million, in Canadian Personal and

Commercial Banking of $72 million, and

in Wholesale Banking of $63 million, partially

offset by a decrease in the

Corporate segment of $133 million.

The Bank’s reported efficiency ratio was 77.7%, compared

to 57.0% in the third quarter last year. The Bank’s adjusted

efficiency ratio, net of ISE was 57.3%,

compared with 57.2% in the third quarter last

year.

TD BANK GROUP • THIRD QUARTER 2024 •

REPORT TO SHAREHOLDERS

Page 13

Quarterly comparison – Q3 2024 vs.

Q2 2024

Reported non-interest expenses increased

$2,611 million, or 31%, compared with the prior quarter, primarily reflecting the impact

of the provision for investigations

related to the Bank’s AML program in U.S.

Retail and higher investments in risk and

control infrastructure,

partially offset by the prior quarter impact of

a civil

matter provision in the Corporate segment and lower

employee-related expenses.

Adjusted non-interest expenses increased

$124 million, or 2%.

By segment, the increase in reported non-interest

expenses reflects increases in U.S.

Retail of $2,901 million, in Wealth Management

and Insurance of

$77 million, and in Canadian Personal and

Commercial Banking of $10 million, partially

offset by decreases in the Corporate segment of

$257 million and in

Wholesale Banking of $120 million.

The Bank’s reported efficiency ratio was 77.7%, compared

with 60.8% in the prior quarter. The Bank’s adjusted efficiency ratio, net of

ISE was 57.3%,

compared with 56.1% in the prior quarter.

Year-to-date comparison – Q3 2024 vs. Q3 2023

Reported non-interest expenses of $27,443

million increased $5,216 million, or 23%,

compared with the same period last year, primarily reflecting

the impact of

the provision for investigations related to the Bank’s

AML program in U.S. Retail,

higher employee-related expenses,

including TD Cowen, restructuring charges

the Corporate segment,

FDIC special assessment in U.S. Retail, and

investments in risk and control infrastructure

in the current period, partially offset by

the prior

period impacts of the Stanford litigation

settlement and payment related to termination

of the First Horizon transaction in the Corporate

segment. On an adjusted

basis, non-interest expenses were $21,417

million, an increase of $1,888 million, or 10%.

By segment, the increase in reported non-interest

expenses reflects increases in U.S.

Retail of $4,471 million, in Wholesale Banking

of $921 million, in

Canadian Personal and Commercial

Banking of $247 million, and in Wealth Management

and Insurance of $227 million, partially

offset by a decrease in the

Corporate segment of $650 million.

The Bank’s reported efficiency ratio was 65.8%, compared

with 59.3% in the same period last year. The Bank’s adjusted efficiency

ratio, net of ISE was 56.9%,

compared with 55.6% in the same period last

year.

Income Taxes

The Bank’s effective income tax rate on a reported

basis was 187.7% for the current quarter, compared

with 20.7% in the third quarter last year and 23.5% in

the

prior quarter. The high rate in the current quarter reflects the

tax impact of the non-deductible provision

for investigations related to the Bank’s AML program.

To allow for an after-tax calculation of adjusted income, the adjusted provision

for income taxes is calculated by adjusting

the taxes for each item of note using

the statutory income tax rate of the applicable

legal entity. The adjusted effective income tax rate is calculated

as the adjusted provision for income taxes as

percentage of adjusted net income before

taxes. The Bank’s adjusted effective income tax rate

was 20.2% for the current quarter, compared with 19.8% in

the

third quarter

last year and 20.5% in the prior quarter. The year-over-year

increase primarily reflects lower tax exempt

dividend income in the current quarter and

the recognition of historical tax losses at a higher

Canadian tax rate in the prior year. The quarter over quarter

change primarily reflects earnings mix.

TABLE 10: INCOME TAXES – Reconciliation of Reported to Adjusted Provision for

Income Taxes

(millions of Canadian dollars, except as noted)

For the three months ended

For the nine months ended

July 31

April 30

July 31

2024

2023

2024

2023

Income taxes at Canadian statutory income

tax rate

118

27.8

861

27.8

944

27.7

1,899

27.8

2,653

27.7

Increase (decrease) resulting from:

Dividends received

(3)

(0.8)

(3)

(0.1)

(28)

(0.8)

(25)

(0.4)

(81)

(0.8)

Rate differentials on international operations

698

165.2

(124)

(4.0)

(267)

(7.8)

303

4.4

(711)

(7.4)

Other

(19)

(4.5)

(5)

(0.2)

1.6

(20)

(0.3)

641

6.7

Provision for income taxes and effective

income tax rate – reported

794

187.7

729

23.5

704

20.7

2,157

31.5

2,502

26.2

Total adjustments for items of note

191

141

503

370

Provision for income taxes and effective

income tax rate – adjusted

868

20.2

920

20.5

845

19.8

2,660

20.4

2,872

21.2

These amounts reflect tax credits as well as international earnings mix.

For the three and nine months ended July 31 2023, certain amounts have been restated for the adoption of IFRS

Refer to Note 2 of the Bank’s third quarter 2024 Interim Consolidated

Financial Statements for further details.

Canadian Tax Measures

Bill C-59 was substantively enacted on May

28, 2024 and received royal assent on

June 20, 2024. The legislation advances

certain tax measures originally

introduced in the Canadian Federal budget

presented on March 28, 2023. In particular, Bill C-59 denies

the dividend received deduction in respect of

dividends

received by certain financial institutions on

shares that are mark-to-market property, subject to a minor

carve out for dividends on certain preferred

shares, as well

as imposes a 2% tax on the net value of

share repurchases by public corporations

in Canada. These measures are effective and have

been implemented by the

Bank as of January 1, 2024.

International Tax Reform – Pillar Two Global Minimum Tax

The Organisation for Economic Co-operation

and Development (OECD)

published Pillar Two model rules as part of its efforts toward international

tax reform. The

Pillar Two model rules provide for the implementation of a 15%

global minimum tax for large multinational

enterprises, which is to be applied on a

jurisdiction-by-

jurisdiction basis. Pillar Two legislation was enacted in

Canada on June 20, 2024 under Bill C-69,

which includes the

Global Minimum Tax Act

addressing the Pillar

Two model rules. The rules will be effective for the Bank for

the fiscal year beginning on November 1,

Similar legislation has also passed

in other

jurisdictions in which the Bank operates.

The Bank is currently assessing the impact

of the new legislation.

TD BANK GROUP • THIRD QUARTER 2024 •

REPORT TO SHAREHOLDERS

Page 14

ECONOMIC SUMMARY AND OUTLOOK

The global economy remains on track to

slow modestly in calendar 2024, reflecting the

impact of past interest rate increases. Inflation

across the G-7 has cooled

as a result, and many central banks have

started to lower interest rates. However, TD Economics expects

future interest rate reductions to be gradual,

with central

banks vigilant on inflation risks. In addition, the

evolution of geopolitical risks maintains a degree

of uncertainty on both the economic

outlook and the inflation

trajectory.

The U.S. economy has downshifted from

a rapid 4% annualized pace of growth

in the second half of calendar 2023 to a

solid 2% pace in the first half of 2024.

Slower growth is largely a result of cooler

consumer spending, as elevated borrowing

costs and slower growth in real income pinch

consumers. In contrast,

business investment has gained momentum

through the first half of calendar 2024.

Based on the July 2024 data, a softening

U.S. job market has lifted the unemployment

rate to 4.3%. However, this can still be characterized as a

normalization

following tight conditions that persisted for longer

than expected after the pandemic. So

far, the U.S. economy carries the markings of a “soft landing”

that is

allowing inflation pressures to gradually drift

lower, which should pave the way for interest rate cuts

in September.

TD Economics expects the U.S. Federal

Reserve will lower interest rates from the

current restrictive level of 5.25-5.50% to 4.50-4.75%

by the end of calendar

This means that interest rates

are still expected to weigh on demand through

the year.

In contrast, Canada’s economy had slowed notably

in calendar 2023, but strong population

growth has lifted economic growth in the first

half of 2024. Strong

population growth has also contributed to labour

force growth outpacing job creation,

taking the unemployment rate higher and cooling

labour market conditions.

The unemployment rate was 6.4% in July, above its pre-pandemic

level, but still below its long-run average.

TD Economics expects economic momentum

to pick

up in the second half of the year boosted

by demographics and lower interest rates,

but to remain modest overall.

As a result of favourable inflation dynamics

alongside a softening economy, the Bank of Canada has

cut interest rates twice, taking the overnight

rate to 4.50%

in July. TD Economics expects the Bank of Canada to lower interest

rates gradually, to 3.75% by the end of calendar 2024. With interest

rates differentials

between Canada and the U.S. holding roughly

steady, TD Economics expects the Canadian dollar will hover in

the 72 to 76 U.S. cent range over the next

few

quarters.

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 the “How

We Performed”

section of this document, the “Business

Focus”

section in the Bank’s 2023 MD&A, and Note 28

the Bank’s Consolidated Financial Statements

for the year ended October 31, 2023. Effective

the first quarter of 2024, certain asset

management businesses

which were previously reported in the

U.S. Retail segment are now reported in the

Wealth Management and Insurance segment.

Comparative period information

has been adjusted to reflect the new alignment.

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 certain dividends, is adjusted

to its equivalent pre-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 $27

million, compared with

$4 million in the prior quarter and $40 million in

the third quarter last year.

Share of net income from investment in

Schwab is 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 are recorded

in the Corporate

segment.

TABLE 11: CANADIAN PERSONAL AND COMMERCIAL BANKING

(millions of Canadian dollars, except

as noted)

For the three months ended

For the nine months ended

July 31

April 30

July 31

2024

2023

2024

2023

Net interest income

3,994

3,812

3,571

11,639

10,487

Non-interest income

1,009

1,027

999

3,087

3,076

Total revenue

5,003

4,839

4,570

14,726

13,563

Provision for (recovery of) credit losses –

impaired

338

397

285

1,099

739

Provision for (recovery of) credit losses –

performing

226

214

Total provision for (recovery of) credit losses

435

467

379

1,325

953

Non-interest expenses

1,967

1,957

1,895

5,908

5,661

Provision for (recovery of) income taxes

729

676

641

2,097

1,940

Net income

1,872

1,739

1,655

5,396

5,009

Selected volumes and ratios

Return on common equity

34.1

32.9

35.4

33.9

37.5

Net interest margin (including on securitized

assets)

2.81

2.84

2.74

2.83

2.76

Efficiency ratio

39.3

40.4

41.5

40.1

41.7

Number of Canadian retail branches

1,060

1,062

1,060

Average number of full-time equivalent staff

28,465

29,053

29,172

28,929

28,925

Capital allocated to the business segment was increased to 11.5% CET1

Capital effective the first quarter of 2024 compared with 11%

in the prior year.

Net interest margin is calculated by dividing net interest income by average interest-earning assets. Average

interest-earning assets used in the calculation of net interest margin is a non-

GAAP financial measure. Refer to “Non-GAAP and Other Financial Measures” in the “How We Performed”

section and the Glossary of this document for additional information about

these metrics.

TD BANK GROUP • THIRD QUARTER 2024 •

REPORT TO SHAREHOLDERS

Page 15

Quarterly comparison – Q3 2024 vs. Q3 2023

Canadian Personal and Commercial

Banking net income for the quarter was

$1,872 million, an increase of $217

million, or 13%, compared with the third quarter

last year, reflecting higher revenue, partially offset by higher non-interest

expenses and PCL. The annualized ROE

for the quarter was 34.1%, compared

with

35.4% in the third quarter last year.

Revenue for the quarter was $5,003

million, an increase of $433

million, or 9%, compared with the third quarter

last year. Net interest income was

$3,994 million, an increase of $423 million, or

12%, primarily reflecting volume growth

and higher deposit margins.

Average loan volumes increased $33 billion, or

6%, reflecting 6% growth in personal loans and

7% growth in business loans. Average deposit

volumes increased $22 billion, or 5%, reflecting

7% growth in

personal deposits and 2% growth in business

deposits. Net interest margin was 2.81%,

an increase of 7 basis points (bps), primarily

due to higher margins on

deposits, partially offset by lower margins on loans

and changes to balance sheet mix reflecting

the transition of Bankers’

Acceptances

to Canadian Overnight

Repo Rate Average (CORRA)-based loans.

Non-interest income was $1,009 million, an increase

of $10 million, or 1%, compared with

the third quarter last year.

PCL for the quarter was $435 million, an increase

of $56 million compared with the third quarter

last year. PCL – impaired was $338 million, an increase of

$53 million, or 19%, largely related to credit

migration in the consumer lending portfolios.

PCL – performing was $97 million, an increase

of $3 million. The

performing provisions this quarter largely

reflect credit conditions, including credit

migration in the commercial and consumer

lending portfolios, and volume

growth. Total PCL as an annualized percentage of credit volume was 0.30%,

an increase of 2 bps compared with the

third quarter last year.

Non-interest expenses for the quarter were $1,967

million, an increase of $72 million, or

4%, compared with the third quarter

last year, reflecting higher spend

supporting business growth, including higher

employee-related expenses and technology

costs.

The efficiency ratio for the quarter was 39.3%,

compared with 41.5% in the third quarter

last year.

Quarterly comparison – Q3 2024 vs. Q2 2024

Canadian Personal and Commercial

Banking net income for the quarter was

$1,872 million, an increase of $133

million, or 8%, compared with the prior quarter,

primarily reflecting higher revenue. The annualized

ROE for the quarter was 34.1%, compared

with 32.9% in the prior quarter.

Revenue increased $164

million, or 3%, compared with the prior quarter. Net interest

income increased $182 million, or 5%, reflecting

volume growth and two

more days in the third quarter

Average loan volumes increased $8 billion,

or 1%, reflecting 1% growth in personal

loans and 1% growth in business loans.

Average deposit volumes increased $8 billion, or

2%, reflecting 1% growth in personal deposits

and 3% growth in business deposits. Net

interest margin was

2.81%, a decrease of 3 bps,

primarily due to balance sheet mix, reflecting

the transition of Bankers’

Acceptances

to CORRA-based loans.

Non-interest income

decreased $18 million, or 2%, compared with

the prior quarter, reflecting lower fee revenue.

PCL for the quarter was $435 million, a decrease

of $32 million compared with the prior quarter. PCL – impaired

was $338 million, a decrease of $59 million, or

15%, reflecting lower provisions in both the

commercial and consumer lending portfolios.

PCL – performing was $97 million, an increase

of $27 million. The

performing provisions this quarter largely

reflect credit conditions, including

credit migration in the commercial and consumer

lending portfolios, and volume

growth. Total PCL as an annualized percentage of credit volume was 0.30%,

a decrease of 4 bps compared with the prior

quarter.

Non-interest expenses increased $10 million,

or 1% compared with the prior quarter, primarily reflecting

higher technology costs, partially offset by

lower

employee-related expenses

The efficiency ratio was 39.3%, compared with 40.4%

in the prior quarter.

Year-to-date comparison – Q3 2024 vs. Q3 2023

Canadian Personal and Commercial

Banking net income for the nine months ended

July 31, 2024, was $5,396 million, an increase

of $387 million, or 8%,

compared with the same period last year, reflecting higher

revenue, partially offset by higher PCL and non-interest

expenses. The annualized ROE for the

period

was 33.9%, compared with 37.5%, in

the same period last year.

Revenue for the period was $14,726

million, an increase of $1,163 million, or 9%,

compared with the same period last year. Net interest income

was

$11,639

million, an increase of $1,152 million, or 11%, reflecting volume growth

and higher deposit margins. Average loan volumes

increased $35 billion, or 7%,

reflecting 6% growth in personal loans and

7% growth in business loans. Average deposit

volumes increased $17 billion, or 4%, reflecting

6% growth in personal

deposits and business deposits were relatively

flat compared with the same period last

year. Net interest margin was 2.83%, an increase of 7 bps, primarily

due to

higher margins on deposits, partially offset by

changes to balance sheet mix reflecting

the transition of Bankers’

Acceptances

to CORRA-based loans and lower

margins on loans. Non-interest income

was $3,087 million, relatively flat compared

with the same period last year.

PCL was $1,325 million, an increase of $372

million compared with the same period last

year. PCL – impaired was $1,099 million, an increase of

$360 million,

or 49%, reflecting credit migration in the

consumer and commercial lending portfolios.

PCL – performing was $226 million, an increase

of $12 million. The current

year performing provisions largely reflect

current credit conditions, including credit

migration in the consumer and commercial lending

portfolios, and volume

growth. Total PCL as an annualized percentage of credit volume was 0.31%,

an increase of 7 bps compared with the

same period last year.

Non-interest expenses were $5,908 million,

an increase of $247 million, or 4%,

compared with the same period last year, reflecting higher

spend supporting

business growth, including higher employee-related

expenses and technology costs

partially offset by higher non-credit provisions

in the second quarter last year.

The efficiency ratio was 40.1%, compared with 41.7%,

for the same period last year.

TD BANK GROUP • THIRD QUARTER 2024 •

REPORT TO SHAREHOLDERS

Page 16

TABLE 12: U.S. RETAIL

(millions of dollars, except as noted)

For the three months ended

For the nine months ended

July 31

April 30

July 31

Canadian Dollars

2024

2023

2024

2023

Net interest income

2,936

2,841

2,877

8,676

9,078

Non-interest income

616

606

1,826

1,689

Total revenue

3,552

3,447

3,483

10,502

10,767

Provision for (recovery of) credit losses –

impaired

331

311

259

1,019

657

Provision for (recovery of) credit losses –

performing

(10)

124

(18)

Total provision for (recovery of) credit losses

378

380

249

1,143

639

Non-interest expenses – reported

5,498

2,597

1,972

10,505

6,034

Non-interest expenses – adjusted

1,2

1,932

1,879

1,888

5,810

5,690

Provision for (recovery of) income taxes – reported

129

148

197

541

Provision for (recovery of) income taxes – adjusted

129

169

324

626

U.S. Retail Bank net income (loss) – reported

(2,453)

397

1,114

(1,343)

3,553

U.S. Retail Bank net income – adjusted

1,113

1,089

1,177

3,225

3,812

Share of net income from investment in

Schwab

3,4

178

183

191

555

742

Net income (loss) – reported

(2,275)

580

1,305

(788)

4,295

Net income – adjusted

1,291

1,272

1,368

3,780

4,554

U.S. Dollars

Net interest income

2,144

2,094

2,155

6,379

6,744

Non-interest income

450

446

454

1,342

1,256

Total revenue

2,594

2,540

2,609

7,721

8,000

Provision for (recovery of) credit losses –

impaired

242

229

193

750

488

Provision for (recovery of) credit losses –

performing

(8)

(14)

Total provision for (recovery of) credit losses

276

280

185

841

474

Non-interest expenses – reported

4,011

1,909

1,478

7,699

4,483

Non-interest expenses – adjusted

1,2

1,411

1,384

1,415

4,274

4,229

Provision for (recovery of) income taxes – reported

111

145

402

Provision for (recovery of) income taxes – adjusted

126

238

464

U.S. Retail Bank net income (loss) – reported

(1,787)

297

835

(964)

2,641

U.S. Retail Bank net income – adjusted

813

803

883

2,368

2,833

Share of net income from investment in

Schwab

3,4

129

136

142

409

549

Net income (loss) – reported

(1,658)

433

977

(555)

3,190

Net income – adjusted

942

939

1,025

2,777

3,382

Selected volumes and ratios

Return on common equity – reported

(19.8)

5.4

12.7

(2.3)

14.1

Return on common equity – adjusted

1,5

11.3

11.7

13.3

11.4

15.0

Net interest margin

1,6

3.02

2.99

3.00

3.01

3.18

Efficiency ratio – reported

154.6

75.2

56.7

99.7

56.0

Efficiency ratio – adjusted

54.4

54.5

54.2

55.4

52.9

Assets under administration (billions of U.S.

dollars)

Assets under management (billions of U.S.

dollars)

7,8

Number of U.S. retail stores

1,150

1,167

1,171

1,150

1,171

Average number of full-time equivalent staff

27,627

27,957

28,375

27,855

28,119

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.

Adjusted non-interest expenses exclude the following items of note:

Charges related to the terminated First Horizon acquisition – Q3 2023: $84 million or US$63 million ($63 million or

US$48 million after-tax), 2023 YTD: $344 million or US$254 million

($259 million or US$192 million after-tax);

ii.

FDIC special assessment – Q2 2024: $103 million or US$75 million ($77 million or US$56 million after-tax), 2024

YTD: $514 million or US$375 million ($387 million or

US$282 million after-tax); and

iii.

Provision for investigations related to the Bank’s AML program – Q3 2024: $3,566 million or US$2,600

million (before and after tax), Q2 2024: $615 million or US$450 million (before

and after tax), 2024

YTD: $4,181 million or US$3,050 million (before and after tax).

The Bank’s share of Schwab’s earnings is reported with a one-month lag. Refer to

Note 7 of the Bank’s third quarter 2024 Interim Consolidated Financial Statements for further

details.

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.

Capital allocated to the business segment was increased to 11

.5% CET1 Capital effective the first quarter of 2024, compared with 11%

in the prior year.

Net interest margin is calculated by dividing U.S. Retail segment’s net interest income by average interest

-earning assets. For the U.S. Retail segment, this calculation excludes the

impact related to sweep deposits arrangements,

intercompany deposits,

and cash collateral.

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.

Management believes this calculation better reflects segment

performance. Net interest income and average interest-earning assets used in the calculation are non-GAAP financial

measures.

For additional information about this metric, refer to the Glossary of this document.

Refer to “How Our Businesses Performed” section regarding alignment of certain asset management businesses

from the U.S. Retail segment to the Wealth Management and Insurance

segment.

Quarterly comparison – Q3 2024 vs. Q3 2023

U.S. Retail reported net loss for the quarter

was $2,275 million (US$1,658 million),

compared with reported net income of $1,305

million (US$977 million) in the

third quarter last year. On an adjusted basis, net income

for the quarter was $1,291 million (US$942

million), a decrease of $77 million (US$83

million), or

6% (8% in U.S. dollars). The reported and adjusted

annualized ROE for the quarter were (19.8)%

and 11.3%, respectively, compared with 12.7% and 13.3%,

respectively, in the third quarter last year.

U.S. Retail net income includes contributions

from the U.S. Retail Bank and the Bank’s investment

in Schwab. Reported net income

for the quarter from the

Bank’s investment in Schwab was $178 million (US$129

million), a decrease of $13 million (US$13

million), or 7% (9% in U.S. dollars), compared

with the third

quarter last year.

U.S. Retail Bank reported net loss was $2,453

million (US$1,787 million), compared with

reported net income of $1,114 million (US$835 million) in the

third

quarter last year, primarily reflecting the impact of the provision

for investigations related to the Bank’s AML program.

U.S. Retail Bank adjusted net income was

$1,113 million, a decrease of $64 million, or 5%, compared

with the third quarter last year, reflecting higher PCL and higher

non-interest expenses, partially offset

by higher revenue. In U.S. dollars, U.S. Retail

Bank adjusted net income was US$813

million, a decrease of US$70 million, or 8%,

compared with the third quarter

last year, reflecting higher PCL and lower revenue.

TD BANK GROUP • THIRD QUARTER 2024 •

REPORT TO SHAREHOLDERS

Page 17

Revenue for the quarter was US$2,594 million,

a decrease of US$15 million, or 1%,

compared with the third quarter last year. Net interest income

US$2,144 million, decreased US$11 million, or 1%, driven by lower

deposit volumes and loan margins, partially

offset by higher loan volumes. Net interest margin

of 3.02% increased 2 bps due to higher

deposit margins. Non-interest income of

US$450 million decreased US$4 million,

or 1%, compared with the third quarter

last year.

Average loan volumes increased US$10 billion,

or 5%, compared with the third quarter

last year. Personal loans increased 8%, reflecting strong

mortgage and

auto originations and lower prepayments in the higher

rate environment. Business loans increased

3%, reflecting good originations from

new customer growth and

slower payment rates. Average deposit volumes

decreased US$17 billion, or 5%, reflecting

a 17% decrease in sweep deposits, a 3% decrease

in business

deposits, partially offset by a 3% increase in personal

deposit volumes. Excluding sweep

deposits, average deposits remained relatively

stable.

Assets under administration (AUA) were

US$41 billion as at July 31, 2024, an increase

of US$1 billion, or 3%, compared

with the third quarter last year,

reflecting net asset growth. Assets under

management (AUM) were US$8 billion

as at July 31, 2024, flat compared with

the third quarter last year.

PCL for the quarter was US$276 million,

an increase of US$91 million compared

with the third quarter last year. PCL – impaired was US$242

million, an

increase of US$49 million, or 25%, largely

reflecting credit migration in the consumer

lending portfolios. PCL – performing

was US$34 million compared with a

recovery of US$8 million in the prior

year. The performing provisions this quarter were largely recorded

in the commercial lending portfolio, reflecting

credit

conditions, including credit migration. 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 0.58%, an increase of

17 bps, compared with the third quarter last

year.

Reported non-interest expenses for the quarter

were US$4,011 million, compared with US$1,478 million in the third quarter

last year, reflecting the impact of the

provision for investigations related to the Bank’s

AML program, partially offset by the impact

of acquisition and integration-related charges

for the terminated First

Horizon transaction in the third quarter last

year. On an adjusted basis, non-interest expenses were

US$1,411 million, relatively flat compared with the third quarter

last year, primarily due to higher operating expenses, offset by

ongoing productivity initiatives.

The reported and adjusted efficiency ratios for

the quarter were 154.6% and 54.4%, respectively, compared with

56.7% and 54.2%, respectively, in the third

quarter last year.

Quarterly comparison – Q3 2024 vs. Q2 2024

U.S. Retail reported net loss was $2,275

million (US$1,658 million), compared with reported

net income of $580 million (US$433

million) in the prior quarter. On an

adjusted basis, net income for the quarter

was $1,291 million (US$942 million), an increase

of $19 million (US$3 million), or 1% (relatively

flat in U.S. dollars). The

reported and adjusted annualized ROE

for the quarter were (19.8)% and 11.3%, respectively, compared with 5.4% and 11.7%, respectively, in the prior quarter.

The contribution from Schwab of $178

million (US$129 million) decreased $5

million (US$7 million), or 3% (5% in U.S. dollars),

compared with the prior quarter.

U.S. Retail Bank reported net loss was $2,453

million (US$1,787 million), compared with

reported net income of $397 million

(US$297 million) in the prior

quarter, primarily reflecting the impact of higher provision

for investigations related to the Bank’s AML program,

partially offset by the impact of the FDIC special

assessment charge in the prior quarter and

higher net interest income. U.S. Retail Bank

adjusted net income was $1,113 million (US$813 million), an

increase of

$24 million (US$10 million), or 2% (1% in

U.S. dollars), primarily reflecting higher revenue,

partially offset by higher non-interest expenses.

Revenue increased US$54 million, or 2%,

compared with the prior quarter. Net interest income of

US$2,144 million increased US$50 million, or

2%, reflecting

higher deposit margins and loan volumes, partially

offset by lower deposit volumes. Net interest

margin of 3.02% increased 3 bps quarter

over quarter due to

higher deposit margins. Non-interest income

of US$450 million increased US$4

million or 1%, primarily reflecting fee income

growth from increased customer

activity.

Average loan volumes were relatively flat compared

with the prior quarter with personal loans increase

of 1%. Business loans were relatively flat.

Average

deposit volumes decreased US$7 billion, or 2%,

compared with the prior quarter, reflecting a 6% decrease in

sweep deposits and a 2% decrease in business

deposits. Personal deposits were relatively

flat.

AUA were US$41 billion as at July 31, 2024,

an increase of $1 billion, or 3%, compared

with the prior quarter. AUM were US$8 billion, an increase

of $1 billion,

or 14%, compared with the prior quarter.

PCL for the quarter was US$276 million,

a decrease of US$4 million compared

with the prior quarter. PCL – impaired was US$242 million, an increase

US$13 million, or 6%, reflecting credit migration

in the consumer and commercial lending portfolios.

PCL – performing was US$34 million, a

decrease of

US$17 million. The performing provisions this

quarter were largely recorded in the

commercial lending portfolio, reflecting

credit conditions, including credit

migration. 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 0.58%, a

decrease of 2 bps, compared with the prior

quarter.

Reported non-interest expenses for the quarter

were US$4,011 million, compared with reported non-interest expenses

of US$1,909 million in the prior quarter,

primarily reflecting the impact of a higher

provision for investigations related to the

Bank’s AML program, and higher operating expenses,

partially offset by the

impact of FDIC special assessment charge

in the prior quarter. On an adjusted basis, non-interest

expenses increased US$27 million, or 2%,

due to higher

operating expenses.

The reported and adjusted efficiency ratios for

the quarter were 154.6% and 54.4%, respectively, compared with

75.2% and 54.5%, respectively, in the prior

quarter.

Year-to-date comparison – Q3 2024 vs. Q3 2023

U.S. Retail reported net loss for the nine months

ended July 31, 2024, was $788 million

(US$555 million), compared with reported

net income of $4,295 million

(US$3,190 million) in the same period last

year. On an adjusted basis, net income for the period

was $3,780 million (US$2,777 million), a decrease

of $774 million

(US$605 million), or 17% (18% in U.S. dollars).

The reported and adjusted annualized ROE

for the period were (2.3)% and 11.4%, respectively, compared with

14.1% and 15.0%, respectively, in the same period last year.

The contribution from Schwab of $555

million (US$409 million), decreased $187 million

(US$140 million), or 25% (26% in

U.S. dollars), compared with the

same period last year.

U.S. Retail Bank reported net loss for the

period was $1,343 million (US$964 million),

compared with reported net income of $3,553

million (US$2,641 million)

in the same period last year, reflecting the impact of the provision

for investigations related to the Bank’s AML program,

the impact of the FDIC special assessment

charge, higher PCL and lower net interest income,

partially offset by acquisition and integration-related

charges for the terminated First Horizon

transaction in the

same period last year. U.S. Retail Bank adjusted net income

was $3,225 million (US$2,368 million), a decrease

of $587 million (US$465 million), or 15% (16%

U.S. dollars), primarily reflecting higher PCL

and non-interest expenses, and lower

net interest income.

Revenue for the period was US$7,721

million, a decrease of US$279 million, or 3%,

compared with the same period last year. Net interest income

US$6,379 million decreased US$365

million, or 5%, primarily reflecting lower deposit

margins and volumes, partially offset by higher

loan volumes. Net interest

margin of 3.01%, decreased 17 bps, due to lower

deposit margins reflecting higher deposit

costs. Non-interest income of US$1,342

million increased

US$86 million, or 7%, primarily reflecting

fee income growth from increased

customer activity.

Average loan volumes increased US$13 billion,

or 7%, compared with the same period

last year. Personal loans increased 9% and business loans increased

5%, reflecting good originations and slower

payment rates across portfolios.

Average deposit volumes decreased US$24

billion, or 7%, reflecting a 19% decrease

TD BANK GROUP • THIRD QUARTER 2024 •

REPORT TO SHAREHOLDERS

Page 18

in sweep deposits and a 3% decrease in business

deposits, partially offset by 1% increase in

personal deposit volumes. Excluding sweep deposits,

average

deposits decreased 1%.

PCL was US$841 million, an increase of

US$367 million compared with the same period

last year. PCL – impaired was US$750 million, an increase

US$262 million, or 54%, reflecting credit

migration in the consumer and commercial lending

portfolios. PCL – performing was US$91

million, compared with a

recovery of US$14 million in the prior

year. The current year performing provisions largely reflect

current credit conditions, including credit

migration, and volume

growth. 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 0.59%, an

increase of 23 bps, compared with the

same period last year.

Reported non-interest expenses for the period

were US$7,699 million, an increase of US$3,216

million, or 72%, compared with the same

period last year,

primarily reflecting the impact of the provision

for investigations related to the Bank’s AML program,

the impact of the FDIC special assessment

charge, and higher

operating expenses, partially offset by the impact

of acquisition and integration-related charges

for the terminated First Horizon transaction in

the same period last

year. On an adjusted basis, non-interest expenses increased

US$45 million, or 1%, reflecting higher operating

expenses, partially offset by ongoing productivity

initiatives.

The reported and adjusted efficiency ratios for

the quarter were 99.7% and 55.4%, respectively, compared with 56.0%

and 52.9%, respectively, for the same

period last year.

THE CHARLES SCHWAB CORPORATION

Refer to Note 7, Investment in Associates

and Joint Ventures of the Bank’s third quarter 2024

Interim Consolidated Financial Statements

for further information on

Schwab.

TABLE 13: WEALTH MANAGEMENT AND INSURANCE

(millions of Canadian dollars, except

as noted)

For the three months ended

For the nine months ended

July 31

April 30

July 31

2024

2023

2024

2023

Net interest income

316

304

258

905

799

Non-interest income

3,033

2,810

2,700

8,693

7,875

Total revenue

3,349

3,114

2,958

9,598

8,674

Provision for (recovery of) credit losses –

impaired

–

Provision for (recovery of) credit losses –

performing

–

Total provision for (recovery of) credit losses

–

Insurance service expenses

1,669

1,248

1,386

4,283

3,668

Non-interest expenses

1,104

1,027

979

3,178

2,951

Provision for (recovery of) income taxes

146

218

162

531

545

Net income

430

621

431

1,606

1,509

Selected volumes and ratios

Return on common equity

1,2

27.1

40.8

29.0

35.0

35.5

Efficiency ratio

33.0

33.1

34.0

Efficiency ratio, net of ISE

1,3

65.7

55.0

62.3

59.8

58.9

Assets under administration (billions of Canadian

dollars)

632

596

559

632

559

Assets under management (billions of Canadian

dollars)

523

489

460

523

460

Average number of full-time equivalent staff

14,887

15,163

16,002

15,145

16,283

For the three and nine months ended July 31, 2023, certain amounts have been restated for the adoption of IFRS 17. Refer

to Note 2 of the Bank’s

third quarter 2024 Interim

Consolidated Financial Statements for further details.

Capital allocated to the business segment was increased to 11.5% CET1

Capital effective the first quarter of 2024, compared with 11%

in the prior year.

Efficiency ratio, net of ISE is calculated by dividing non-interest expenses by total revenue, net of ISE.

Total revenue, net of ISE

– Q3 2024: $1,680

million, Q2 2024: $1,866 million,

Q3 2023: $1,572 million, 2024 YTD: $5,315 million, 2023 YTD: $5,006 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 and the Glossary of this document for additional information about

this metric.

Includes AUA administered by TD Investor Services, which is part of the Canadian Personal and Commercial Banking

segment.

Quarterly comparison – Q3 2024 vs. Q3 2023

Wealth Management and Insurance net income

for the quarter was $430 million, relatively

flat compared with the third quarter last year, reflecting higher

insurance

service expenses and non-interest expenses,

offset by higher revenue. The annualized ROE

for the quarter was 27.1%, compared with

29.0% in the third quarter

last year.

Revenue for the quarter was $3,349 million, an

increase of $391

million, or 13%, compared with the third quarter

last year. Non-interest income was

$3,033 million, an increase of $333 million, or

12%, reflecting higher insurance

premiums, fee-based revenue,

and transaction revenue. Net interest income

was

$316 million, an increase of $58 million, or 22%,

compared with the third quarter last year, reflecting higher

deposit margins.

AUA were $632 billion as at July 31, 2024, an

increase of $73

billion, or 13%, and AUM were $523 billion

as at July 31, 2024, an increase of $63 billion,

or 14%,

compared with the third quarter last year, both reflecting

market appreciation and net asset growth.

Insurance service expenses for the quarter

were $1,669 million, an increase of $283

million, or 20%, compared with the third quarter

last year, primarily

reflecting increased claims severity, less favourable prior years’

claims development and larger impact

of severe weather-related events.

Non-interest expenses for the quarter were $1,104

million, an increase of $125 million, or

13%, compared with the third quarter last year, reflecting

provisions

related to ongoing litigation matters and

higher variable compensation.

The efficiency ratio for the quarter was 33.0%, compared

with 33.1% in the third quarter last year. The efficiency ratio, net

of ISE for the quarter was 65.7%,

compared with 62.3%

in the third quarter last year.

Quarterly comparison – Q3 2024 vs. Q2 2024

Wealth Management and Insurance net income

for the quarter was $430 million, a decrease

of $191

million, or 31%, compared with the prior quarter, primarily

reflecting higher insurance service expenses

and non-interest expenses, partially offset by

higher revenue. The annualized ROE

for the quarter was 27.1%,

compared with 40.8% in the prior quarter.

Revenue increased $235

million, or 8%, compared with the prior quarter. Non-interest

income increased $223 million, or 8%,

reflecting seasonally higher

insurance premiums and higher fee-based

revenue. Net interest income increased

$12 million, or 4%, reflecting higher deposit

margins.

AUA increased $36 billion, or 6%, and AUM

increased $34 billion, or 7%, compared

with the prior quarter, both reflecting market appreciation and

net asset

growth.

Insurance service expenses for the quarter

increased $421 million, or 34%, compared

with the prior quarter, reflecting more severe weather-related

events,

increased claims severity, seasonally higher claims,

and less favourable prior years’ claims development.

TD BANK GROUP • THIRD QUARTER 2024 •

REPORT TO SHAREHOLDERS

Page 19

Non-interest expenses increased $77 million,

or 7%, compared with the prior quarter, primarily reflecting

provisions

related to ongoing litigation matters.

The efficiency ratio for the quarter was 33.0%, flat,

compared with the prior quarter. The efficiency ratio, net of

ISE for the quarter was 65.7%, compared

with

55.0% in the prior quarter.

Year-to-date comparison – Q3 2024 vs. Q3 2023

Wealth Management and Insurance net income

for the nine months ended July 31, 2024, was

$1,606 million, an increase of $97 million,

or 6%, compared with the

same period last year, reflecting higher revenue, partially

offset by higher insurance service expenses

and non-interest expenses. The annualized

ROE for the

period was 35.0%, compared with 35.5%,

in the same period last year.

Revenue for the period was $9,598

million, an increase of $924

million, or 11%, compared with same period last year. Non-interest income increased

$818 million, or 10%, reflecting higher insurance

premiums, fee-based revenue,

and transaction revenue. Net interest income

increased $106

million, or 13%,

reflecting higher deposit margins and higher

investment income in the insurance business,

partially offset by lower deposit volumes in

the wealth management

business.

Insurance service expenses were $4,283 million,

an increase of $615 million, or 17%,

compared with the same period last year, primarily reflecting

increased

claims severity,

less favourable prior years’ claims development

and larger impact of severe weather-related

events.

Non-interest expenses were $3,178 million,

an increase of $227 million, or 8%,

compared with the same period last year, reflecting higher

variable

compensation and provisions

related to ongoing litigation matters.

The efficiency ratio for the period was 33.1%, compared

with 34.0% for the same period last year. The efficiency ratio, net

of ISE for the period was 59.8%,

compared with 58.9%

in the same period last year.

TABLE 14: WHOLESALE BANKING

(millions of Canadian dollars, except

as noted)

For the three months ended

For the nine months ended

July 31

April 30

July 31

2024

2023

2024

2023

Net interest income (loss) (TEB)

(26)

189

270

361

1,293

Non-interest income

1,821

1,751

1,298

5,154

3,037

Total revenue

1,795

1,940

1,568

5,515

4,330

Provision for (recovery of) credit losses –

impaired

109

(1)

113

Provision for (recovery of) credit losses –

performing

Total provision for (recovery of) credit losses

118

183

Non-interest expenses – reported

1,310

1,430

1,247

4,240

3,319

Non-interest expenses – adjusted

2,3

1,232

1,328

1,104

3,943

3,082

Provision for (recovery of) income taxes

(TEB) – reported

209

189

Provision for (recovery of) income taxes

(TEB) – adjusted

116

273

242

Net income – reported

317

361

272

883

753

Net income – adjusted

377

441

377

1,116

937

Selected volumes and ratios

Trading-related revenue (TEB)

726

693

626

2,149

1,770

Average gross lending portfolio (billions of Canadian

dollars)

97.4

96.3

93.8

96.6

95.3

Return on common equity – reported

7.8

9.2

7.4

7.5

7.1

Return on common equity – adjusted

2,6

9.4

11.3

10.3

9.4

8.9

Efficiency ratio – reported

73.0

73.7

79.5

76.9

76.7

Efficiency ratio – adjusted

68.6

68.5

70.4

71.5

71.2

Average number of full-time equivalent staff

7,018

7,077

7,233

7,065

7,081

Effective March 1, 2023, Wholesale Banking results include the acquisition of Cowen Inc.

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.

Adjusted non-interest expenses exclude the acquisition and integration-related charges primarily for the Cowen acquisition

– Q3 2024: $78 million ($60 million after-tax),

Q2 2024: $102 million ($80 million after-tax), 2024 YTD: $297

million ($233 million after-tax), Q3 2023: $143 million ($105 million after-tax), 2023 YTD: $237

million ($184 million after-

tax).

Includes net interest

income (loss) TEB of ($332) million (Q2 2024: ($118)

million, 2024 YTD: $(504) million, Q3 2023: $8 million, 2023 YTD: $554 million), and trading income

(loss) of

$1,058 million (Q2 2024: $811 million, 2024 YTD: $2,653 million,

Q3 2023: $618 million, 2023 YTD: $1,216 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 of this

document for additional information about this metric.

Includes gross loans and bankers’ acceptances relating to Wholesale Banking, excluding letters of credit, cash

collateral, credit default swaps, and allowance for credit losses.

Capital allocated to the business segment was increased to 11.5% CET1

Capital effective the first quarter of 2024 compared with 11%

in the prior year.

Quarterly comparison – Q3 2024 vs. Q3 2023

Wholesale Banking reported net income for

the quarter was $317 million, an increase

of $45 million, or 17%, compared with the

third quarter last year, primarily

reflecting higher revenues, partially offset by higher

PCL, and non-interest expenses. On

an adjusted basis, net income was $377

million, flat to the third quarter

last year.

Revenue for the quarter was $1,795 million, an

increase of $227 million, or 14%, compared

with the third quarter last year. Higher revenue primarily reflects

higher trading-related revenue, lending revenue,

advisory fees, and underwriting fees.

PCL for the quarter was $118

million, an increase of $93 million compared

with the third quarter last year. PCL – impaired was $109

million, an increase of

$99 million compared to the prior year, primarily reflecting a

few new impairments across various industries.

PCL – performing was $9 million, a decrease

$6 million.

Reported non-interest expenses for the quarter

were $1,310 million, an increase of $63

million, or 5%, compared with the third quarter

last year, primarily

reflecting higher variable compensation

commensurate with higher revenues, partially

offset by lower acquisition and integration-related

costs. On an adjusted

basis, non-interest expenses were $1,232

million, an increase of $128 million, or 12%.

Quarterly comparison – Q3 2024 vs. Q2 2024

Wholesale Banking reported net income for

the quarter was $317 million, a decrease

of $44 million, or 12%, compared with the prior

quarter, primarily reflecting

lower revenues and higher PCL, partially offset

by lower non-interest expenses. On an adjusted

basis, net income was $377 million, a decrease

of $64 million, or

15%.

Revenue for the quarter decreased $145 million,

or 7%, compared with the prior quarter. Lower revenue

primarily reflects lower interest rate and

credit trading-

related revenue, underwriting fees, and the net

change in fair value of loan underwriting

commitments recorded in the prior quarter, partially offset by higher

foreign

exchange trading-related revenue and equity

trading-related revenue.

TD BANK GROUP • THIRD QUARTER 2024 •

REPORT TO SHAREHOLDERS

Page 20

PCL for the quarter was $118

million, an increase of $63 million compared

with the prior quarter. PCL – impaired was $109 million,

an increase of $110 million,

primarily reflecting a few new impairments

across various industries. PCL – performing

was $9 million, a decrease of $47

million.

Reported non-interest expenses for the quarter

decreased $120 million, or 8%, compared

with the prior quarter, primarily reflecting lower variable

compensation

commensurate with lower revenues, and lower

acquisition and integration-related costs. On

an adjusted basis, non-interest expenses decreased

$96 million, or

7%.

Year-to-date comparison – Q3 2024 vs. Q3 2023

Wholesale Banking reported net income for

the nine months ended July 31, 2024,

was $883 million, an increase of $130

million, or 17%, compared with the same

period last year, reflecting higher revenues, partially offset by higher

non-interest expenses, and PCL. On an adjusted

basis, net income was $1,116

million, an

increase of $179 million, or 19%.

Revenue, including TD Cowen, was $5,515

million, an increase of $1,185 million, or 27%,

compared with the same period last year. Higher revenue primarily

reflects higher interest rate and credit

trading-related revenue, lending revenue, advisory, and underwriting

fees.

PCL was $183 million, an increase of $114

million compared with the same period last

year. PCL – impaired was $113 million, an increase of $97 million,

primarily reflecting a few new impairments

across various industries.

PCL – performing was $70 million, an

increase of $17 million. The current

year performing

provisions largely reflect current credit

conditions, including credit migration.

Reported non-interest expenses were $4,240

million, an increase of $921 million, or 28%,

compared with the same period last year, reflecting higher

variable

compensation commensurate with higher

revenues, TD Cowen and the associated

acquisition and integration-related costs, as

well as a provision taken in

connection with the U.S. record keeping

matter. On an adjusted basis, non-interest expenses were

$3,943 million, an increase of $861 million or

28%.

TABLE 15: CORPORATE

(millions of Canadian dollars)

For the three months ended

For the nine months ended

July 31

April 30

July 31

2024

2023

2024

2023

Net income (loss) – reported

(525)

(737)

(782)

(1,890)

(3,798)

Adjustments for items of note

Amortization of acquired intangibles

230

221

Acquisition and integration charges related

to the Schwab transaction

118

Share of restructuring and other charges

from investment in Schwab

–

Restructuring charges

110

165

–

566

–

Payment related to the termination of the

FHN transaction

–

306

–

306

Impact from the terminated FHN acquisition-related

capital hedging strategy

177

183

1,187

Impact of retroactive tax legislation on payment

card clearing services

–

Civil matter provision/Litigation settlement

–

274

–

274

1,642

Less: impact of income taxes

CRD and federal tax rate increase for fiscal

2022

–

(585)

Other items of note

143

312

817

Net income (loss) – adjusted

(324)

(284)

(182)

(826)

(499)

Decomposition of items included in net

income (loss) – adjusted

Net corporate expenses

(426)

(411)

(333)

(1,091)

(715)

Other

102

127

151

265

216

Net income (loss) – adjusted

(324)

(284)

(182)

(826)

(499)

Selected volumes

Average number of full-time equivalent staff

22,881

23,270

23,486

23,196

22,686

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.

For additional information about this metric, refer to the Glossary of this document.

Quarterly comparison – Q3 2024 vs. Q3 2023

Corporate segment’s reported net loss

for the quarter was $525 million, compared

with a reported net loss of $782 million

in the third quarter last year. The

lower

net loss primarily reflects the prior year payment

related to the termination of the First Horizon

transaction and impact from the terminated

FHN acquisitionrelated

capital hedging strategy, partially offset by

the current quarter’s higher investments in risk

and control infrastructure and restructuring

charges. Net corporate

expenses increased $93 million compared to

the prior year, primarily reflecting investments in risk and

control infrastructure,

partially offset by litigation expenses

in the prior year. The adjusted net loss for the quarter was $324

million, compared with an adjusted net loss

of $182 million in the third quarter last

year.

Quarterly comparison – Q3 2024 vs. Q2 2024

Corporate segment’s reported net loss

for the quarter was $525 million, compared

with a reported net loss of $737 million

in the prior quarter. The lower net loss

primarily reflects the prior quarter impact

of a civil matter provision and the current

quarter’s lower restructuring charges.

Net corporate expenses increased

$15 million compared to the prior quarter, primarily reflecting

higher investments in risk and control infrastructure.

The adjusted net loss for the quarter was

$324 million, compared with an adjusted

net loss of $284 million in the prior quarter.

Year-to-date comparison – Q3 2024 vs. Q3 2023

Corporate segment’s reported net loss

for the nine months ended July 31, 2024 was

$1,890 million, compared with a reported

net loss of $3,798 million in the

same period last year. The lower net

loss primarily reflects the prior period impacts

of the Stanford litigation settlement,

the terminated FHN acquisition-related

capital hedging strategy and provision for income

taxes in connection with the CRD and

federal tax rate increase for fiscal 2022, partially

offset by restructuring

charges and higher investments in risk and

control infrastructure in the current

period. The adjusted net loss for the nine months

ended July 31, 2024 was

$826 million, compared with an adjusted

net loss of $499 million in the same period

last year.

TD BANK GROUP • THIRD QUARTER 2024 •

REPORT TO SHAREHOLDERS

Page 21

QUARTERLY

RESULTS

The following table provides summary information

related to the Bank’s eight most recently

completed quarters.

TABLE 16: QUARTERLY RESULTS

(millions of Canadian dollars, except as noted)

For the three months ended

2024

2023

2022

Jul. 31

Apr. 30

Jan. 31

Oct. 31

Jul. 31

Apr. 30

Jan. 31

Oct. 31

Net interest income

7,579

7,465

7,488

7,494

7,289

7,428

7,733

7,630

Non-interest income

6,597

6,354

6,226

5,684

5,625

4,969

4,468

7,933

Total revenue

14,176

13,819

13,714

13,178

12,914

12,397

12,201

15,563

Provision for (recovery of) credit losses

1,072

1,071

1,001

878

766

599

690

617

Insurance service expenses

1,669

1,248

1,366

1,346

1,386

1,118

1,164

723

Non-interest expenses

11,012

8,401

8,030

7,628

7,359

6,756

8,112

6,545

Provision for (recovery of) income taxes

794

729

634

616

704

859

939

1,297

Share of net income from investment in Schwab

190

194

141

156

182

241

285

290

Net income (loss) – reported

(181)

2,564

2,824

2,866

2,881

3,306

1,581

6,671

Pre-tax adjustments for items of note

Amortization of acquired intangibles

Acquisition and integration charges related to the

Schwab transaction

Share of restructuring and other charges from

investment in Schwab

–

Restructuring charges

110

165

291

363

–

Acquisition and integration-related charges

102

117

197

143

Charges related to the terminated FHN acquisition

–

154

106

Payment related to the termination of the

FHN transaction

–

306

–

Impact from the terminated FHN acquisition-related

capital hedging strategy

177

134

876

(2,319)

Impact of retroactive tax legislation on payment card

clearing services

–

Civil matter provision/Litigation settlement

–

274

–

1,603

–

FDIC special assessment

–

103

411

–

Provision for investigations related to the

Bank’s AML program

3,566

615

–

Gain on sale of Schwab shares

–

(997)

Total pre-tax adjustments

for items of note

3,901

1,416

1,051

782

909

509

2,694

(3,156)

Less: Impact of income taxes

2,4

191

238

163

141

108

121

(550)

Net income – adjusted

1,2

3,646

3,789

3,637

3,485

3,649

3,707

4,154

4,065

Preferred dividends and distributions on other

equity instruments

190

196

210

107

Net income available to common

shareholders – adjusted

1,2

3,577

3,599

3,563

3,289

3,575

3,497

4,071

3,958

(Canadian dollars, except as noted)

Basic earnings (loss) per share

Reported

(0.14)

1.35

1.55

1.48

1.53

1.69

0.82

3.62

Adjusted

2.05

2.04

2.01

1.82

1.95

1.91

2.24

2.18

Diluted earnings (loss) per share

Reported

(0.14)

1.35

1.55

1.48

1.53

1.69

0.82

3.62

Adjusted

2.05

2.04

2.00

1.82

1.95

1.91

2.23

2.18

Return on common equity – reported

(1.0)

9.5

10.9

10.5

10.8

12.4

5.9

26.5

Return on common equity – adjusted

1,2

14.1

14.5

14.1

12.9

13.8

14.0

16.1

16.0

(billions of Canadian dollars, except as noted)

Average total assets

1,968

1,938

1,934

1,910

1,898

1,944

1,931

1,893

Average interest-earning assets

1,778

1,754

1,729

1,715

1,716

1,728

1,715

1,677

Net interest margin – reported

1.70

1.73

1.72

1.73

1.69

1.76

1.79

1.81

Net interest margin – adjusted

1.71

1.75

1.74

1.75

1.70

1.81

1.82

1.80

The Bank adopted IFRS 17 on November 1, 2023. Comparative periods prior to fiscal 2023 have not been restated

and are based on

Insurance Contracts

(

IFRS 4).

For explanations of items of note, refer to the “Significant and Subsequent Events”

and “Non-GAAP Financial Measures – Reconciliation of Adjusted to Reported Net Income” table in the

“How We Performed” section of this document as well as footnote 3.

Adjusted non-interest income excludes the following item of note:

i. The Bank sold 28.4 million non-voting common shares of Schwab and recognized

a gain on the sale. The amount is reported in the Corporate segment.

Includes the CRD and impact from increase in the Canadian federal tax rate for fiscal 2022.

Average interest-earning assets used in the calculation of net interest margin is a non-GAAP financial

measure. Refer to “Non-GAAP and Other Financial Measures” in the “How We

Performed” section and the Glossary of this document for additional information about these metrics.

TD BANK GROUP • THIRD QUARTER 2024 •

REPORT TO SHAREHOLDERS

Page 22

BALANCE SHEET REVIEW

TABLE 17: SELECTED INTERIM CONSOLIDATED BALANCE SHEET ITEMS

(millions of Canadian dollars)

As at

July 31, 2024

October 31, 2023

Assets

Cash and Interest-bearing deposits

with banks

99,396

105,069

Trading loans, securities, and other

173,175

152,090

Non-trading financial assets at fair value through

profit or loss

5,600

7,340

Derivatives

69,827

87,382

Financial assets designated at fair value through

profit or loss

5,771

5,818

Financial assets at fair value through other

comprehensive income

75,841

69,865

Debt securities at amortized cost, net of allowance

for credit losses

281,320

308,016

Securities purchased under reverse repurchase

agreements

212,918

204,333

Loans, net of allowance for loan losses

938,325

895,947

Investment in Schwab

10,031

8,907

Other

94,977

110,372

Total assets

1,967,181

1,955,139

Liabilities

Trading deposits

32,021

30,980

Derivatives

60,113

71,640

Financial liabilities designated at fair value

through profit or loss

196,078

192,130

Deposits

1,220,550

1,198,190

Obligations related to securities sold

under repurchase agreements

182,813

166,854

Subordinated notes and debentures

9,913

9,620

Other

154,117

173,654

Total liabilities

1,855,605

1,843,068

Total equity

111,576

112,071

Total liabilities and equity

1,967,181

1,955,139

Balances as at October 31, 2023 have been restated for the adoption of IFRS 17. Refer to Note 2 of the Bank’s

third quarter 2024 Interim Consolidated Financial Statements for further

details.

Total assets

were $1,967 billion as at July 31, 2024, an increase

of $12 billion, from October 31, 2023. The impact

of foreign exchange translation from the

appreciation in the Canadian dollar decreased

total assets by $5 billion.

The increase in total assets reflects an increase

in loans, net of allowances for loan losses of

$42 billion, trading loans, securities, and

other of $21 billion,

securities purchased under reverse repurchase

agreements of $9 billion, financial assets

at fair value through other comprehensive income

of $6 billion and

investment in Schwab of $1 billion. The increase

was partially offset by a decrease in debt securities

at amortized cost, net of allowance for

credit losses of

$27 billion, derivative assets of $17 billion,

other assets of $15 billion, cash and interest-bearing

deposits with banks of $6 billion and non-trading

financial assets at

fair value through profit or loss of $2 billion.

Cash and interest-bearing deposits with

banks

decreased $6 billion primarily reflecting

cash management activities.

Trading loans, securities, and other

increased $21 billion primarily in equity securities,

securitized mortgages and commodities held

for trading, partially offset

by government securities held for trading.

Non-trading financial assets at fair

value through profit or loss

decreased $2 billion reflecting maturities

and sales.

Derivative

assets

decreased $17 billion primarily reflecting

changes in mark-to-market values of foreign

exchange and interest rate contracts.

Financial assets at fair value through other

comprehensive income

increased $6 billion primarily reflecting new

investments, partially offset by maturities

and

sales.

Debt securities at amortized cost, net

of allowance for credit losses

decreased $27 billion primarily reflecting

maturities and sales and the impact of foreign

exchange translation,

partially offset by new investments and

the impact of risk management activities.

Securities purchased under reverse repurchase

agreements

increased $9 billion

primarily

reflecting an increase in volume, partially

offset by the impact of

foreign exchange translation.

Loans, net of allowance for loan losses

increased $42 billion primarily reflecting volume

growth in business and government loans, including

the transition of

bankers’

acceptances to business and government

loans following the cessation of the

Canadian Dollar Offered Rate (CDOR), and

volume growth in residential

real estate secured lending, partially offset by

the impact of foreign exchange translation.

Investment in Schwab

increased $1 billion primarily reflecting

the impact of the Bank’s share of Schwab’s other comprehensive

income.

Other

assets decreased $15 billion primarily

reflecting a volume decrease in customers’

liabilities under acceptances as a result

of the transition to business and

government loans following the cessation of

CDOR, partially offset by an increase in amounts

receivable from brokers, dealers, and

clients due to higher volumes

of pending trades.

TD BANK GROUP • THIRD QUARTER 2024 •

REPORT TO SHAREHOLDERS

Page 23

Total liabilities

were $1,856 billion as at July 31, 2024,

an increase of $13

billion from October 31, 2023. The impact

of foreign exchange translation from the

appreciation in the Canadian dollar decreased

total liabilities by $5 billion.

The increase in total liabilities reflects an

increase in deposits of $22 billion, obligations

related to securities sold under repurchase

agreements of $16 billion,

financial liabilities designated at fair value

through profit or loss of $4 billion and trading

deposits of $1 billion. The increase

was partially offset by a decrease in

other liabilities of $19 billion and derivative liabilities

of $11 billion

Trading deposits

increased $1 billion primarily reflecting

new issuances.

Derivative

liabilities

decreased $11 billion primarily reflecting changes in mark-to-market

values of foreign exchange and interest

rate contracts.

Financial liabilities designated at fair value

through profit or loss

increased $4 billion

reflecting issuances, partially offset by maturities.

Deposits

increased $22 billion primarily reflecting a

volume increase in business and government

and personal deposits, partially offset by

the impact of foreign

exchange translation.

Obligations related to securities sold

under repurchase agreements

increased $16 billion primarily reflecting

an increase in volume.

Other

liabilities decreased $19 billion primarily

reflecting a volume decrease in acceptances

due to the cessation of CDOR, amounts

payable to brokers, dealers,

and clients and obligations related to securities

sold short, partially offset by a volume increase

in securitization liabilities at fair value,

liabilities related to structured

entities,

and increase in provision for investigations

related to the Bank’s AML program.

Equity

was $112 billion as at July 31, 2024 and October 31, 2023, reflecting

an increase in accumulated other comprehensive

income, offset by lower retained

earnings. The increase in accumulated other

comprehensive income is primarily driven

by gains on cash flow hedges and

the Bank’s share of the other

comprehensive income from investment in Schwab.

The retained earnings decreased primarily

from dividends paid and the premium on

the repurchase of

common shares, partially offset by net income.

CREDIT PORTFOLIO QUALITY

Quarterly comparison – Q3 2024 vs. Q3 2023

Gross impaired loans excluding acquired

credit-impaired (ACI) loans were $4,170

million as at July 31, 2024, an increase of $1,190

million, or 40%, compared with

the third quarter last year. Canadian Personal and Commercial

Banking gross impaired loans increased

$367 million, or 28%, compared with the

third quarter last

year, reflecting formations outpacing resolutions in the commercial

and consumer lending portfolios. U.S.

Retail gross impaired loans increased $689

million, or

44%, compared with the third quarter last

year, reflecting formations outpacing resolutions in the

commercial and consumer lending portfolios,

and the impact of

foreign exchange. Wholesale gross impaired

loans increased $133 million, compared

with the third quarter last year, largely related to a few new formations

in the

current quarter, across various industries. Net impaired

loans were $2,905 million as at July 31, 2024,

an increase of $909 million, or 46%, compared

with the third

quarter last year.

The allowance for credit losses of $8,838

million as at July 31, 2024 was comprised

of Stage 3 allowance for impaired loans of $1,278

million, Stage 2 allowance

of $4,647 million and Stage 1 allowance of

$2,909 million, and the allowance for debt

securities of $4 million. The Stage 1 and

2 allowances are for performing

loans and off-balance sheet instruments.

The Stage 3 allowance for loan losses increased

$289 million, or 29%, reflective of credit

migration in the Canadian Personal and Commercial

Banking,

Wholesale, and U.S. consumer lending portfolios,

and the impact of foreign exchange. The

Stage 1 and Stage 2 allowance for loan losses

increased $773 million,

or 11%, reflecting current credit conditions, including credit

migration, volume growth, and the impact

of foreign exchange. The allowance change

included an

increase of $96 million attributable to the

retailer program partners’ share of the

U.S. strategic cards portfolio.

The allowance for debt securities increased

by $2 million, compared with the third quarter

last year.

Forward-looking information, including

macroeconomic variables deemed to be

predictive of expected credit losses (ECLs)

based on the Bank’s experience, is

used to determine ECL scenarios and associated

probability weights to determine the probability-weighted

ECLs. Each quarter, all base forecast macroeconomic

variables are refreshed, resulting in new upside

and downside macroeconomic scenarios.

The probability weightings assigned

to each ECL scenario are also

reviewed each quarter and updated as required,

as part of the Bank’s ECL governance process.

As a result of periodic reviews and quarterly

updates, the

allowance for credit losses may be revised

to reflect updates in loss estimates based on

the Bank’s recent loss experience and its forward-looking

views. The Bank

periodically reviews the methodology and

has performed certain additional quantitative

and qualitative portfolio and loan level

assessments of significant increase

in credit risk. Refer to Note 3 of the Bank’s third quarter

2024 Interim Consolidated Financial Statements

for further details on forward-looking information.

The probability-weighted allowance for

credit losses reflects the Bank’s forward-looking

views. To the extent that certain anticipated effects cannot be fully

incorporated into quantitative models, management

continues to exercise expert credit judgment

in determining the amount of ECLs.

The allowance for credit

losses will be updated in future quarters as

additional information becomes available.

Refer to Note 3 of the Bank’s third quarter 2024 Interim

Consolidated

Financial Statements for additional details.

The Bank calculates allowances for ECLs

on debt securities measured at amortized

cost and fair value through other comprehensive

income (FVOCI). The Bank

has $354 billion in such debt securities,

all of which are performing (Stage 1 and

2) and none are impaired (Stage 3).

The allowance for credit losses on debt

securities at amortized cost (DSAC)

and debt securities at FVOCI was $3 million and

$1 million, respectively.

Quarterly comparison – Q3 2024 vs. Q2 2024

Gross impaired loans increased $275 million,

or 7%, compared with the prior quarter,

largely related to new formations outpacing

resolutions in the Wholesale and

U.S. Commercial lending portfolios.

Impaired loans net of allowance increased $161

million, or 6%, compared with the prior quarter.

The allowance for credit losses of $8,838

million as at July 31, 2024 was comprised

of Stage 3 allowance for impaired loans of

$1,278 million, Stage 2 allowance

of $4,647 million and Stage 1 allowance of

$2,909 million, and the allowance for debt

securities of $4 million. The Stage 1 and

2 allowances are for performing

loans and off-balance sheet instruments. The Stage

3 allowance for loan losses increased $116 million, or 10%, compared

with the prior quarter, largely driven by

credit migration in the Wholesale lending portfolio.

The Stage 1 and Stage 2 allowance for loan

losses increased $171 million, or 2%,

compared with the prior

quarter.

The allowance for debt securities increased

by $1 million, compared to the prior quarter.

TD BANK GROUP • THIRD QUARTER 2024 •

REPORT TO SHAREHOLDERS

Page 24

For further details on loans, impaired loans,

allowance for credit losses,

and on the Bank’s use of forward-looking information

and macroeconomic variables in

determining its allowance for credit losses,

refer to Note 6 of the Bank’s third quarter 2024

Interim Consolidated Financial Statements.

TABLE 18: CHANGES IN GROSS IMPAIRED LOANS AND ACCEPTANCES

1,2,3

(millions of Canadian dollars)

For the three months ended

For the nine months ended

July 31

April 30

July 31

2024

2023

2024

2023

Personal, Business, and Government

Loans

Impaired loans as at beginning of period

3,895

3,709

2,659

3,299

2,503

Classified as impaired during the period

2,056

1,937

1,599

5,998

4,208

Transferred to performing during the period

(264)

(261)

(224)

(840)

(668)

Net repayments

(541)

(465)

(324)

(1,314)

(1,019)

Disposals of loans

–

(10)

–

Amounts written off

(979)

(1,080)

(687)

(2,976)

(1,991)

Exchange and other movements

(43)

(53)

Impaired loans as at end of period

4,170

3,895

2,980

4,170

2,980

Includes customers’ liability under acceptances.

Excludes ACI loans.

Includes loans that are measured at FVOCI.

TABLE 19: ALLOWANCE FOR CREDIT LOSSES

(millions of Canadian dollars, except

as noted)

As at

July 31

April 30

July 31

2024

2023

Allowance for loan losses for on-balance

sheet loans

Stage 1 allowance for loan losses

2,481

2,479

2,618

Stage 2 allowance for loan losses

4,065

3,915

3,179

Stage 3 allowance for loan losses

1,265

1,151

987

Total allowance for loan losses for on-balance sheet loans

7,811

7,545

6,784

Allowance for off-balance sheet instruments

Stage 1 allowance for loan losses

428

423

469

Stage 2 allowance for loan losses

582

568

517

Stage 3 allowance for loan losses

Total allowance for off-balance sheet instruments

1,023

1,002

988

Allowance for loan losses

8,834

8,547

7,772

Allowance for debt securities

Allowance for credit losses

8,838

8,550

7,774

Impaired loans, net of allowance

2,905

2,744

1,996

Net impaired loans as a percentage of net loans

0.31

0.29

0.22

Total allowance for credit losses as a percentage of gross loans and acceptances

0.93

0.91

0.87

Provision for (recovery of) credit losses

as a percentage of net average loans and

acceptances

0.46

0.47

0.35

Includes allowance for loan losses related to loans that are measured at FVOCI of nil as at July 31 2024

(April 30,

2024 – nil, July 31, 2023 – nil).

Credit cards are considered impaired when they are 90 days past due and written off at 180 days past

due.

Real Estate Secured Lending

Retail real estate secured lending includes

mortgages and lines of credit to North American

consumers to satisfy financing needs including

home purchases and

refinancing. While the Bank retains first lien

on the majority of properties held as security, there is a small portion

of loans with second liens, but most of

these are

behind a TD mortgage that is in first

position. In Canada, credit policies are designed

so that the combined exposure of all uninsured

facilities on one property does

not exceed 80% of the collateral value at origination.

Lending at a higher loan-to-value ratio

is permitted by legislation but requires

default insurance. This

insurance is contractual coverage for the life

of eligible facilities and protects the

Bank’s real estate secured lending portfolio against

potential losses caused by

borrowers’ default. The Bank may also purchase

default insurance on lower loan-to-value

ratio loans. The insurance is provided

by either government-backed

entities or approved private mortgage insurers.

In the U.S., for residential mortgage originations,

mortgage insurance is usually obtained from either

government-

backed entities or approved private mortgage

insurers when the loan-to-value exceeds

80% of the collateral value at origination.

The Bank regularly performs stress tests

on its real estate lending portfolio as part

of its overall stress testing program. This is

done with a view to determine the

extent to which the portfolio would be vulnerable

to a severe downturn in economic conditions.

The effect of severe changes in house prices,

interest rates, and

unemployment levels are among the factors

considered when assessing the impact

on credit losses and the Bank’s overall profitability. A variety

of portfolio

segments, including dwelling type and geographical

regions, are examined during the exercise

to determine whether specific vulnerabilities

exist.

TABLE 20: CANADIAN REAL ESTATE SECURED LENDING

1,2

(millions of Canadian dollars)

As at

Amortizing

Non-amortizing

Total

Residential

Home equity

Total amortizing real

Home equity

mortgages

lines of credit

estate secured lending

lines of credit

July 31, 2024

Total

271,325

88,543

359,868

32,655

392,523

October 31, 2023

Total

263,733

86,943

350,676

30,675

381,351

Excludes loans classified as trading as the Bank intends to sell the loans immediately or in the near term, and loans

designated at fair value through profit or loss (FVTPL)

for which no

allowance is recorded.

Amortizing includes loans where the fixed contractual payments are no longer sufficient to cover the interest

based on the rates in effect at July 31, 2024 and October 31, 2023.

TD BANK GROUP • THIRD QUARTER 2024 •

REPORT TO SHAREHOLDERS

Page 25

TABLE 21: REAL ESTATE

SECURED LENDING

1,2

(millions of Canadian dollars, except as noted)

As at

Residential mortgages

Home equity lines of credit

Total

Insured

Uninsured

Insured

Uninsured

Insured

Uninsured

July 31, 2024

Canada

Atlantic provinces

2,475

0.9

4,685

1.7

163

0.1

2,119

1.7

2,638

0.7

6,804

1.7

British Columbia

8,404

3.1

47,809

17.6

832

0.7

22,464

18.5

9,236

2.4

70,273

17.9

Ontario

22,134

8.2

124,831

46.0

2,828

2.3

66,403

54.9

24,962

6.3

191,234

48.7

Prairies

17,929

6.6

21,685

8.0

1,566

1.4

12,257

10.1

19,495

5.0

33,942

8.6

Québec

6,808

2.5

14,565

5.4

527

0.4

12,039

9.9

7,335

1.9

26,604

6.8

Total Canada

57,750

21.3

213,575

78.7

5,916

4.9

115,282

95.1

63,666

16.3

328,857

83.7

United States

1,500

56,437

–

11,117

1,500

67,554

Total

59,250

270,012

5,916

126,399

65,166

396,411

October 31, 2023

Canada

Atlantic provinces

2,561

1.0

4,557

1.7

181

0.2

1,938

1.6

2,742

0.7

6,495

1.7

British Columbia

8,642

3.3

46,003

17.4

920

0.8

21,642

18.4

9,562

2.5

67,645

17.7

Ontario

22,559

8.6

118,882

45.1

3,126

2.7

64,095

54.4

25,685

6.8

182,977

48.1

Prairies

18,621

7.1

20,385

7.7

1,746

1.5

11,956

10.2

20,367

5.3

32,341

8.5

Québec

7,221

2.7

14,302

5.4

590

0.5

11,424

9.7

7,811

2.0

25,726

6.7

Total Canada

59,604

22.7

204,129

77.3

6,563

5.7

111,055

94.3

66,167

17.3

315,184

82.7

United States

1,439

55,169

–

10,591

1,439

65,760

Total

61,043

259,298

6,563

121,646

67,606

380,944

Geographic location is based on the address of the property mortgaged.

Excludes loans classified as trading as the Bank intends to sell the loans immediately or in the near term, and loans

designated at FVTPL for which no allowance is recorded.

Default insurance is contractual coverage for the life of eligible facilities whereby the Bank’s exposure

to real estate secured lending, all or in part, is protected against potential losses

caused by borrower default. It is provided by either government-backed entities or other approved private mortgage

insurers.

The territories are included as follows: Yukon is included in British Columbia; Nunavut

is included in Ontario; and the Northwest Territories

is included in the Prairies region.

The following table provides a summary

of the period over which the Bank’s residential

mortgages would be fully repaid based on

the amount of the most recent

payment received. All figures are calculated

based on current customer payment amounts,

including voluntary payments larger

than the original contractual

amounts and/or other voluntary prepayments.

The most recent customer payment amount

may exceed the original contractual amount

due.

Balances with a remaining amortization longer

than 30 years primarily reflect Canadian

variable rate mortgages where interest

rate increases relative to current

customer payment levels have resulted in

a longer current amortization period.

At renewal, the amortization period for Canadian

mortgages reverts to the

remaining contractual amortization, which

may require increased payments.

TABLE 22: RESIDENTIAL MORTGAGES BY REMAINING

AMORTIZATION

1,2,3

As at

<=5

>5 – 10

>10 – 15

>15 – 20

>20 – 25

>25 – 30

>30 – 35

>35

years

Total

July 31, 2024

Canada

0.8

2.7

6.1

15.4

32.2

27.6

1.9

13.3

100.0

United States

2.4

1.3

3.4

7.7

12.8

71.3

0.6

0.5

100.0

Total

1.1

2.4

5.6

14.0

28.8

35.4

1.6

11.1

100.0

October 31, 2023

Canada

0.8

2.7

5.7

14.1

31.5

24.6

1.4

19.2

100.0

United States

5.3

1.4

3.8

7.8

10.6

69.5

1.1

0.5

100.0

Total

1.6

2.5

5.3

13.0

27.8

32.6

1.4

15.8

100.0

Excludes loans classified as trading as the Bank intends to sell the loans immediately or in the near term, and loans

designated at FVTPL for which no allowance is recorded.

Percentage based on outstanding balance.

$22.3 billion or 8% of the mortgage portfolio in Canada (October 31, 2023: $37.4 billion or 14%) relates to mortgages

in which the fixed contractual payments are no longer sufficient to

cover the interest based on the rates in effect at July 31, 2024

and October 31, 2023, respectively.

TABLE 23: UNINSURED AVERAGE LOAN-TO-VALUE – Newly Originated and Newly Acquired

1,2,3

For the three months ended

Residential

Home equity

Residential

Home equity

mortgages

lines of credit

4,5

Total

mortgages

lines of credit

4,5

Total

July 31, 2024

October 31, 2023

Canada

Atlantic provinces

British Columbia

Ontario

Prairies

Québec

Total Canada

United States

Total

Geographic location is based on the address of the property mortgaged.

Excludes loans classified as trading as the Bank intends to sell the loans immediately or in the near term, and loans

designated at FVTPL for which no allowance is recorded.

Based on house price at origination.

Home equity lines of credit (HELOCs) loan-to-value includes first position collateral mortgage if applicable.

HELOC fixed rate advantage option is included in loan-to-value calculation.

The territories are included as follows: Yukon is included in British Columbia; Nunavut

is included in Ontario; and the Northwest Territories

is included in the Prairies region.

TD BANK GROUP • THIRD QUARTER 2024 •

REPORT TO SHAREHOLDERS

Page 26

Sovereign Risk

The table below provides a summary of

the Bank’s direct credit exposures

outside of Canada and the U.S. (Europe excludes

United Kingdom).

TABLE 24: Total Net Exposure by Region and Counterparty

(millions of Canadian dollars)

As at

Loans and commitments

Derivatives, repos, and securities lending

Trading and investment portfolio

Total

Corporate

Sovereign

Financial

Total

Corporate

Sovereign

Financial

Total

Corporate

Sovereign

Financial

Total

Exposure

July 31, 2024

Region

Europe

8,214

5,439

13,661

4,502

2,311

8,806

15,619

1,053

25,202

2,524

28,779

58,059

United Kingdom

8,665

2,997

2,495

14,157

3,282

784

15,997

20,063

958

1,017

671

2,646

36,866

Asia

239

2,371

2,639

365

745

2,667

3,777

492

9,029

910

10,431

16,847

Other

205

–

601

806

340

544

3,348

4,232

176

991

2,989

4,156

9,194

Total

17,323

3,034

10,906

31,263

8,489

4,384

30,818

43,691

2,679

36,239

7,094

46,012

120,966

October 31, 2023

Region

Europe

7,577

5,324

12,908

3,763

1,945

6,736

12,444

777

25,015

2,001

27,793

53,145

United Kingdom

8,928

7,965

2,131

19,024

2,759

490

13,431

16,680

491

596

257

1,344

37,048

Asia

254

2,167

2,441

262

706

2,640

3,608

325

10,728

830

11,883

17,932

Other

233

517

758

233

720

2,883

3,836

209

1,205

3,443

4,857

9,451

Total

16,992

8,000

10,139

35,131

7,017

3,861

25,690

36,568

1,802

37,544

6,531

45,877

117,576

Exposures, including interest-bearing deposits with banks, are presented net of impairment charges where applicable.

Exposures are calculated on a fair value basis and presented net of collateral. Derivatives are presented as net

exposures where there is an International Swaps and Derivatives

Association master netting agreement.

Trading exposures are net of eligible short positions.

In addition to the exposures identified above, the Bank also has $35.9 billion (October 31, 2023 – $40.8 billion)

of exposure to supranational entities.

Other regional exposure largely attributable to Australia.

CAPITAL POSITION

REGULATORY CAPITAL

Capital requirements of the Basel Committee

on Banking Supervision (BCBS) are commonly

referred to as Basel III. Under Basel III,

Total Capital consists of three

components, namely CET1, Additional

Tier 1, and Tier 2 Capital. Risk sensitive regulatory capital ratios are

calculated by dividing CET1, Tier 1, and Total Capital

by risk-weighted assets (RWA), inclusive of any minimum requirements

outlined under the regulatory floor. In 2015, Basel III introduced

a non-risk sensitive

leverage ratio to act as a supplementary measure

to the risk-sensitive capital requirements.

The leverage ratio is calculated by dividing

Tier 1 Capital by leverage

exposure which is primarily comprised of

on-balance sheet assets with adjustments

made to derivative and securities financing

transaction exposures, and credit

equivalent amounts of off-balance sheet exposures.

TD manages its regulatory capital in

accordance with OSFI’s implementation of

the Basel III Capital

Framework.

OSFI’s Capital Requirements under Basel III

OSFI’s CAR and LR guidelines detail how

the Basel III capital rules apply to Canadian

banks.

The Domestic Stability Buffer (DSB) level was increased

to 3.5% as of November 1, 2023. The 50 bps

increase from the previous level of 3% reflects

OSFI’s view

of appropriate actions to enhance the resilience

of Canada’s largest banks against vulnerabilities.

The current DSB range is 0 to 4% and the

DSB level may

change in response to developments in Canada’s

financial system and the broader economic environment.

On February 1, 2023, OSFI implemented revised

capital rules that incorporate the Basel III reforms

with adjustments to make them suitable

for domestic

implementation. These revised rules

include revisions to the calculation of credit

risk and operational risk requirements,

and revisions to the LR Guideline to

include a requirement for domestic systemically

important banks (D-SIBs) to hold a leverage

ratio buffer of 0.50% in addition to the regulatory

minimum

requirement of 3.0%. This buffer will also apply

to the TLAC leverage ratio.

On November 1, 2023, the Bank implemented

OSFI’s Parental Stand-Alone

(Solo) Total Loss

Absorbing Capacity (TLAC) Framework

for D-SIBs, which

establishes a risk-based measure intended

to ensure a non-viable D-SIB has

sufficient loss absorbing capacity on a

stand-alone, legal entity basis to support its

resolution. The Bank is compliant with

the requirements set out in this new framework.

The table below summarizes OSFI’s current regulatory

minimum capital targets for the Bank as at

July 31, 2024.

REGULATORY CAPITAL AND TLAC TARGET RATIOS

Capital

Pillar 1

Pillar 1 & 2

Conservation

D-SIB / G-SIB

Regulatory

Minimum

Buffer

Surcharge

Target

DSB

Target

CET1

4.5

2.5

1.0

8.0

3.5

11.5

Tier 1

6.0

2.5

1.0

9.5

3.5

13.0

Total Capital

8.0

2.5

1.0

11.5

3.5

15.0

Leverage

3.0

n/a

0.5

3.5

n/a

3.5

TLAC

18.0

2.5

1.0

21.5

3.5

25.0

TLAC Leverage

6.75

n/a

0.50

7.25

n/a

7.25

The higher of the D-SIB and Global Systemically Important Bank (G-SIB) surcharge applies to risk weighted capital.

The D-SIB surcharge is currently equivalent to the Bank’s 1% G-SIB

additional common equity requirement for risk weighted capital. The G-SIB surcharge may increase above 1% if

the Bank’s G-SIB score increases above certain thresholds to a maximum

of 4.5%. OSFI’s Leverage Requirements Guideline includes a requirement for D-SIBs

to hold a leverage ratio buffer set at 50% of a D-SIB’s higher loss absorbency risk

-weighted

requirements, effectively 0.50%. This buffer also applies to the TLAC Leverage ratio.

The Bank’s countercyclical

buffer requirement is 0% as of July 31, 2024.

Not applicable.

TD BANK GROUP • THIRD QUARTER 2024 •

REPORT TO SHAREHOLDERS

Page 27

The following table provides details of the

Bank’s regulatory capital position.

TABLE 25: CAPITAL STRUCTURE AND RATIOS – Basel III

(millions of Canadian dollars, except

as noted)

As at

July 31

October 31

July 31

2024

2023

Common Equity Tier 1 Capital

Common shares plus related contributed

surplus

25,369

25,522

26,026

Retained earnings

69,316

73,044

74,659

Accumulated other comprehensive income

6,015

2,750

735

Common Equity Tier 1 Capital before regulatory

adjustments

100,700

101,316

101,420

Common Equity Tier 1 Capital regulatory adjustments

Goodwill (net of related tax liability)

(18,504)

(18,424)

(17,641)

Intangibles (net of related tax liability)

(2,842)

(2,606)

(2,545)

Deferred tax assets excluding those arising

from temporary differences

(121)

(207)

(114)

Cash flow hedge reserve

3,285

5,571

5,116

Shortfall of provisions to expected losses

–

Gains and losses due to changes in own

credit risk on fair valued liabilities

(204)

(379)

(229)

Defined benefit pension fund net assets (net

of related tax liability)

(908)

(1,001)

Investment in own shares

(8)

(21)

(16)

Non-significant investments in the capital of

banking, financial, and insurance entities,

net of eligible

short positions (amount above 10% threshold)

(2,982)

(1,976)

(2,000)

Significant investments in the common

stock of banking, financial, and insurance entities

that are outside the scope of regulatory

consolidation, net of eligible short positions

(amount above 10% threshold)

–

Equity investments in funds subject to

the fall-back approach

(51)

(49)

(37)

Other deductions or regulatory adjustments

to CET1 as determined by OSFI

–

Total regulatory adjustments to Common Equity Tier 1 Capital

(22,323)

(18,999)

(18,467)

Common Equity Tier 1 Capital

78,377

82,317

82,953

Additional Tier 1 Capital instruments

Directly issued qualifying Additional Tier 1 instruments

plus stock surplus

10,876

10,791

11,244

Additional Tier 1 Capital instruments before

regulatory adjustments

10,876

10,791

11,244

Additional Tier 1 Capital instruments regulatory

adjustments

Non-significant investments in the capital of

banking, financial, and insurance entities,

net of eligible

short positions (amount above 10% threshold)

(5)

(6)

Significant investments in the capital of banking,

financial, and insurance entities that are

outside

the scope of regulatory consolidation, net of

eligible short positions

(350)

Total regulatory adjustments to Additional Tier 1 Capital

(355)

(356)

Additional Tier 1 Capital

10,521

10,435

10,888

Tier 1 Capital

88,898

92,752

93,841

Tier 2 Capital instruments and provisions

Directly issued qualifying Tier 2 instruments plus related

stock surplus

9,716

9,424

11,067

Collective allowances

1,378

1,964

2,150

Tier 2 Capital before regulatory adjustments

11,094

11,388

13,217

Tier 2 regulatory adjustments

Investments in own Tier 2 instruments

–

Non-significant investments in the capital of

banking, financial, and insurance entities,

net of eligible

short positions (amount above 10% threshold)

(332)

(196)

(194)

Non-significant investments in the other

TLAC-eligible instruments issued by

G-SIBs and Canadian

D-SIBs, where the institution does not own

more than 10% of the issued common

share capital

of the entity: amount previously designated

for the 5% threshold but that no longer

meets the

conditions

(19)

(136)

(125)

Significant investments in the capital of banking,

financial, and insurance entities that are

outside

the scope of regulatory consolidation, net of

eligible short positions

(160)

Total regulatory adjustments to Tier 2 Capital

(511)

(492)

(479)

Tier 2 Capital

10,583

10,896

12,738

Total Capital

99,481

103,648

106,579

Risk-weighted assets

610,482

571,161

544,880

Capital Ratios and Multiples

Common Equity Tier 1 Capital (as percentage of risk-weighted

assets)

12.8

14.4

15.2

Tier 1 Capital (as percentage of risk-weighted assets)

14.6

16.2

17.2

Total Capital (as percentage of risk-weighted assets)

16.3

18.1

19.6

Leverage ratio

4.1

4.4

4.6

Includes other TLAC-eligible instruments issued by G-SIBs and Canadian D-SIBs that are outside the scope of

regulatory consolidation, where the institution does not own more than

10% of the issued common share capital of the entity.

The Leverage ratio is calculated as Tier 1 Capital divided by leverage exposure, as defined

in the “Regulatory Capital” section of this document.

The impact to CET1 capital upon adoption

of IFRS 17 is immaterial to the Bank.

As at July 31, 2024, the Bank’s CET1, Tier 1, and Total Capital ratios were 12.8%, 14.6%, and

16.3%, respectively. The decrease in the Bank’s CET1 Capital ratio

from 14.4% as at October 31, 2023, was primarily

attributable to the provision for investigations

related to the Bank’s AML program, common shares

repurchased

for cancellation, and RWA growth across various segments.

CET1 was also impacted by regulatory

changes related to the Fundamental Review of

the Trading

Book and Negatively amortizing mortgages

and the FDIC special assessment

booked in the fiscal year. The impact of the foregoing items

was partially offset by

internal capital generation,

the sale of TD’s common share holdings in First

Horizon, and the issuance of common shares pursuant

to the Bank’s dividend

reinvestment plan.

TD BANK GROUP • THIRD QUARTER 2024 •

REPORT TO SHAREHOLDERS

Page 28

As at July 31, 2024, the Bank’s leverage ratio

was 4.1%. The decrease in the Bank’s leverage

ratio from 4.4% as at October 31, 2023

was primarily attributable to

the provision for investigations related

to the Bank’s AML program, exposure increases

across various segments,

and common shares repurchased

for

cancellation. The impact of the foregoing items

was partially offset by internal capital generation and

the issuance of common shares pursuant

to the Bank’s

dividend reinvestment plan.

Future Regulatory Capital Developments

Future regulatory capital developments, in

addition to those described in the “Future

Regulatory Capital Developments” section

of the Bank’s 2023 Annual Report,

are noted below.

On July 5, 2024, OSFI announced a one-year

delay to the increase of the capital floor

level. With this delay,

the floor is expected to be fully transitioned

in fiscal

The capital floor subjects banks using

internal model-based approaches to a

floor, where the floor is calculated as a percentage of RWA under the

standardized approach.

TABLE 26: EQUITY AND OTHER SECURITIES

(millions of shares/units and millions of Canadian

dollars, except as noted)

As at

July 31, 2024

October 31, 2023

Number of

shares/units

Amount

shares/units

Amount

Common shares

Common shares outstanding

1,748.3

25,222

1,791.4

25,434

Treasury – common shares

(0.4)

(35)

(0.7)

(64)

Total common shares

1,747.9

25,187

1,790.7

25,370

Stock options

Vested

5.7

5.1

Non-vested

9.3

9.0

Preferred shares – Class A

Series 1

20.0

500

20.0

500

Series 3

–

20.0

500

Series 5

20.0

500

20.0

500

Series 7

14.0

350

14.0

350

Series 9

8.0

200

8.0

200

Series 16

14.0

350

14.0

350

Series 18

14.0

350

14.0

350

Series 22

–

14.0

350

Series 24

–

18.0

450

Series 27

0.8

850

0.8

850

Series 28

0.8

800

0.8

800

91.6

3,900

143.6

5,200

Other equity instruments

Limited Recourse Capital Notes Series

1.8

1,750

1.8

1,750

Limited Recourse Capital Notes Series

1.5

1,500

1.5

1,500

Limited Recourse Capital Notes Series

6,7

1.7

2,403

1.7

2,403

Limited Recourse Capital Notes Series

7,8

0.7

1,023

–

Perpetual Subordinated Capital Notes AT1

0.1

312

–

97.4

10,888

148.6

10,853

Treasury – preferred shares and other equity instruments

(0.5)

(17)

(0.1)

(65)

Total preferred shares and other equity instruments

96.9

10,871

148.5

10,788

For further details, including the conversion and exchange features, and distributions, refer to Note 20 of the Bank’s 2023 Consolidated Financial Statements.

On July 31, 2024, the Bank redeemed all of its 20 million outstanding Non-Cumulative 5-Year Rate Reset Class A First Preferred Shares Non-Viability Contingent Capital (NVCC), Series 3 (“Series 3

Preferred Shares”), at a redemption price of $25.00 per Series 3 Preferred Share, for a total redemption cost of approximately $500 million.

On April 30, 2024, the Bank redeemed all of its 14 million outstanding Non-Cumulative 5-Year Rate Reset Class A First Preferred Shares NVCC, Series 22 (“Series 22 Preferred Shares”), at a

redemption price of $25.00 per Series 22 Preferred Share, for a total redemption cost of $350 million.

On July 31, 2024, the Bank redeemed all of its 18 million outstanding Non-Cumulative 5-Year Rate Reset Class A First Preferred Shares NVCC, Series 24 (“Series 24 Preferred Shares”), at a

redemption price of $25.00 per Series 24 Preferred Share, for a total redemption cost of approximately $450 million.

For Limited Recourse Capital Notes (LRCNs) and Additional Tier 1 Perpetual Notes, the number of shares/units represents the number of notes issued.

Refer to the “Preferred Shares and Other Equity Instruments – Significant Terms and Conditions” table in Note 20 of the Bank’s 2023 Consolidated Financial Statements for further details on LRCNs.

For LRCNs – Series 3 and Series 4, the amount represents the Canadian dollar equivalent of the U.S. dollar notional amount.

On July 3, 2024, the Bank issued US$750 million 7.250% Fixed Rate Reset Limited Recourse Capital Notes, Series 4 NVCC (the “LRCNs”). The LRCNs will bear interest at a rate of 7.250 per cent

annually, payable quarterly, for

the initial period ending on, but excluding, July 31, 2029. Thereafter, the interest rate on the LRCNs will reset every five years at a rate equal to the prevailing U.S.

Treasury Rate plus 2.977 per cent. The LRCNs will mature on July 31, 2084. Concurrently with the issuance of the LRCNs, the Bank will issue 750,000 Non-Cumulative 7.250% Fixed Rate Reset

Preferred Shares, Series 31 NVCC (“Preferred Shares Series 31”). The Preferred Shares Series 31 are eliminated on the Bank’s consolidated financial statements.

On July 10, 2024, the Bank issued SGD 310 million of Fixed Rate Reset Perpetual Subordinated Additional Tier 1 Capital Notes, Series 2023-9 NVCC (the “AT1 Perpetual Notes”). The AT1

Perpetual

Notes will bear interest at a rate of 5.700 per cent annually, payable semi-annually, for the initial period ending on, but excluding, July 31, 2029. Thereafter,

the interest rate on the AT1 Perpetual Notes

will reset every five years at a rate equal to the prevailing 5-year SORA-OIS Rate plus 2.652 per cent. The AT1 Perpetual Notes have no scheduled maturity or redemption date. With the prior written

approval of OSFI, the Bank may redeem the AT1 Perpetual Notes on July 31, 2029 and every January 31st and July 31st thereafter, in whole or in part, on not less than 10 nor more than 60 days’ prior

notice to holders. For AT1 Perpetual Notes, the amount represents the Canadian dollar equivalent of the Singapore dollar notional amount.

DIVIDENDS

On August 21, 2024, the Board approved a

dividend in an amount of one dollar and

two cents ($1.02) per fully paid common

share in the capital stock of the Bank

for the quarter ending October 31, 2024, payable

on and after October 31, 2024, to shareholders

of record at the close of business on October

10, 2024.

DIVIDEND REINVESTMENT PLAN

The Bank offers a dividend reinvestment plan

for its common shareholders. Participation in

the plan is optional and under the terms of the

plan, cash dividends on

common shares are used to purchase additional

common shares. At the option of the Bank,

the common shares may be issued from treasury

at an average

market price based on the last five trading

days before the date of the dividend payment,

with a discount of between 0% to 5% at the Bank’s discretion

purchased from the open market at market

price.

During the three and nine months ended July 31,

2024, the Bank issued 1.6 million and

4.9 million common shares,

respectively, from treasury with no discount.

During the three months ended July 31, 2023,

the Bank issued 2.0 million common shares

from treasury with no discount and

during the nine months ended

July 31, 2023

the Bank issued 2.0 million common shares

from treasury with no discount and 16.8

million common shares from treasury with a 2%

discount.

TD BANK GROUP • THIRD QUARTER 2024 •

REPORT TO SHAREHOLDERS

Page 29

NORMAL COURSE ISSUER BID

On August 28, 2023,

the Bank announced that the Toronto Stock Exchange and OSFI approved

a normal course issuer bid (NCIB) to

repurchase for cancellation

up to 90 million of its common shares. The

NCIB commenced on August 31, 2023, and

during the three months ended July 31, 2024,

the Bank repurchased

13.3 million common shares under the

NCIB at an average price of $76.68 per share

for a total amount of $1.0 billion. During

the nine months ended

July 31, 2024, the Bank repurchased 49.4

million common shares under the NCIB, at

an average price of $80.15 per share for

a total amount of $4.0 billion. From

the commencement of the NCIB to July 31,

2024, the Bank repurchased 71.4 million

shares under the program.

NON-VIABILITY CONTINGENT CAPITAL PROVISION

If an NVCC trigger event were to occur, for all series of

Class A First Preferred Shares excluding

the preferred shares issued with respect

to LRCNs, the

maximum number of common shares

that could be issued, assuming there are

no declared and unpaid dividends on the

respective series of preferred shares at

the time of conversion, would be 0.8 billion

in aggregate.

The LRCNs, by virtue of the recourse

to the preferred shares held in the Limited

Recourse Trust, include NVCC provisions. For LRCNs, if

an NVCC trigger were

to occur, the maximum number of common shares that

could be issued, assuming there are

no declared and unpaid dividends on the

preferred shares series

issued in connection with such LRCNs,

would be 1.3 billion in aggregate.

For all other NVCC subordinated notes and

debentures including Additional Tier 1 Perpetual

Notes, if an NVCC trigger event were to occur, the maximum

number of common shares that could be issued,

assuming there is no accrued and unpaid interest

on the respective subordinated notes

and debentures, would be

3.5 billion in aggregate.

MANAGING RISK

EXECUTIVE SUMMARY

Growing profitability in financial results based

on balanced revenue, expense and capital growth

services involves selectively taking and

managing risks within the

Bank’s risk appetite. The Bank’s goal is to earn

a stable and sustainable rate of return for

every dollar of risk it takes, while putting

significant emphasis on

investing in its businesses to meet its future

strategic objectives.

The Bank’s businesses and operations are exposed

to a broad number of risks that have been

identified and defined in the Enterprise

Risk Framework. The

Bank’s tolerance to those risks is defined

in the Enterprise Risk Appetite which has been

developed within a comprehensive framework

that takes into

consideration current conditions in which

the Bank operates and the impact that emerging

risks will have on TD’s strategy and risk profile. The

Bank’s risk appetite

states that it takes risks required to build its

business, but only if those risks: (1)

fit the business strategy and can be understood

and managed; (2) do not expose

the enterprise to any significant single loss

events; TD does not ‘bet the bank’

on any single acquisition, business, or

product; and (3) do not risk harming

the TD

brand. Each business is responsible for setting

and aligning its individual risk appetites

with that of the enterprise based on a

thorough examination of the specific

risks to which it is exposed.

The Bank considers it critical to regularly

assess its operating environment and

highlight top and emerging risks. These are

risks with a potential to have a

material effect on the Bank and where the attention

of senior leaders is focused due to the potential

magnitude or immediacy of their impact.

Risks are identified, discussed, and actioned

by senior leaders and reported quarterly

to the Risk Committee. Specific plans

to mitigate top and emerging risks

are prepared, monitored, and adjusted as required.

The Bank’s risk governance structure and risk

management approach have not substantially

changed from that described in the Bank’s 2023

Annual Report.

Additional information on risk factors can

be found in this document and the 2023

MD&A under the heading “Risk Factors and

Management”. For a complete

discussion of the risk governance structure

and the risk management approach, refer

to the “Managing Risk” section in the Bank’s 2023 Annual

Report.

The shaded sections of this MD&A represent

a discussion relating to market and liquidity

risks and form an integral part of the Interim

Consolidated Financial

Statements for the period ended July 31, 2024.

CREDIT RISK

Gross credit risk exposure, also referred

to as exposure at default (EAD), is the

total amount the Bank is exposed to at the time

of default of a loan and is

measured before counterparty-specific

provisions or write-offs. Gross credit risk exposure

does not reflect the effects of credit risk mitigation

(CRM) and includes

both on-balance sheet and off-balance sheet exposures.

On-balance sheet exposures consist primarily

of outstanding loans, non-trading securities,

derivatives,

and certain other repo-style transactions.

Off-balance sheet exposures consist primarily

of undrawn commitments, guarantees,

and certain other repo-style

transactions.

Gross credit risk exposures for the two approaches

the Bank uses to measure credit risk

are included in the following table.

TABLE 27: GROSS CREDIT RISK EXPOSURE – Standardized

and Internal Ratings-Based (IRB) Approaches

(millions of Canadian dollars)

As at

July 31, 2024

October 31, 2023

Standardized

IRB

Total

Standardized

IRB

Total

Retail

Residential secured

4,238

531,257

535,495

4,815

515,152

519,967

Qualifying revolving retail

846

176,068

176,914

810

169,183

169,993

Other retail

3,588

102,832

106,420

3,368

99,253

102,621

Total retail

8,672

810,157

818,829

8,993

783,588

792,581

Non-retail

Corporate

2,091

696,513

698,604

3,496

654,369

657,865

Sovereign

123

500,388

500,511

116

527,423

527,539

Bank

4,527

155,854

160,381

5,272

171,180

176,452

Total non-retail

6,741

1,352,755

1,359,496

8,884

1,352,972

1,361,856

Gross credit risk exposures

15,413

2,162,912

2,178,325

17,877

2,136,560

2,154,437

Gross credit risk exposures represent EAD and are before the effects of CRM. This table excludes securitization,

equity, and certain other credit RWA.

TD BANK GROUP • THIRD QUARTER 2024 •

REPORT TO SHAREHOLDERS

Page 30

MARKET RISK

Market risk capital is calculated using the Standardized

Approach.

The Bank continues to use Value-at-Risk (VaR) as an internal management metric to

monitor

and control market risk.

Market Risk Linkage to the Balance Sheet

The following table provides a breakdown of

the Bank’s balance sheet assets and liabilities

exposed to trading and non-trading market

risks. Market risk of assets

and liabilities included in the calculation of VaR and metrics used

for regulatory market risk capital purposes

is classified as trading market risk.

TABLE 28: MARKET RISK LINKAGE TO THE BALANCE SHEET

(millions of Canadian dollars)

As at

July 31, 2024

October 31, 2023

Non-trading market

Balance

Trading

Non-trading

Balance

Trading

Non-trading

risk – primary risk

sheet

market risk

Other

sheet

market risk

Other

sensitivity

Assets subject to market risk

Interest-bearing deposits with banks

92,151

112

92,039

–

98,348

327

98,021

–

Interest rate

Trading loans, securities, and other

173,175

171,956

1,219

–

152,090

151,011

1,079

–

Interest rate

Non-trading financial assets at

fair value through profit or loss

5,600

–

5,600

–

7,340

–

7,340

–

Equity,

foreign exchange,

interest rate

Derivatives

69,827

63,539

6,288

–

87,382

81,526

5,856

–

Equity,

foreign exchange,

interest rate

Financial assets designated at

fair value through profit or loss

5,771

–

5,771

–

5,818

–

5,818

–

Interest rate

Financial assets at fair value through

other comprehensive income

75,841

–

75,841

–

69,865

–

69,865

–

Equity,

foreign exchange,

interest rate

Debt securities at amortized cost,

net of allowance for credit losses

281,320

–

281,320

–

308,016

–

308,016

–

Foreign exchange,

interest rate

Securities purchased under

reverse repurchase agreements

212,918

10,438

202,480

–

204,333

9,649

194,684

–

Interest rate

Loans, net of allowance for

loan losses

938,325

–

938,325

–

895,947

–

895,947

–

Interest rate

Customers’ liability under

acceptances

–

17,569

–

17,569

–

Interest rate

Investment in Schwab

10,031

–

10,031

–

8,907

–

8,907

–

Equity

Other assets

1,2

2,007

–

2,007

–

1,956

–

1,956

–

Interest rate

Assets not exposed to

market risk

100,196

–

100,196

97,568

–

97,568

Total Assets

1,967,181

246,045

1,620,940

100,196

1,955,139

242,513

1,615,058

97,568

Liabilities subject to market risk

Trading deposits

32,021

27,387

4,634

–

30,980

27,059

3,921

–

Equity, interest rate

Derivatives

60,113

58,908

1,205

–

71,640

70,382

1,258

–

Equity,

foreign exchange,

interest rate

Securitization liabilities at fair value

18,382

–

14,422

–

Interest rate

Financial liabilities designated at

fair value through profit or loss

196,078

196,076

–

192,130

192,128

–

Interest rate

Deposits

1,220,550

–

1,220,550

–

1,198,190

–

1,198,190

–

Interest rate,

foreign exchange

Acceptances

–

17,569

–

17,569

–

Interest rate

Obligations related to securities

sold short

40,556

39,206

1,350

–

44,661

43,993

668

–

Interest rate

Obligations related to securities sold

under repurchase agreements

182,813

13,612

169,201

–

166,854

12,641

154,213

–

Interest rate

Securitization liabilities at amortized

cost

12,374

–

12,374

–

12,710

–

12,710

–

Interest rate

Subordinated notes and debentures

9,913

–

9,913

–

9,620

–

9,620

–

Interest rate

Other liabilities

1,2

30,869

–

30,869

–

27,062

–

27,062

–

Equity, interest rate

Liabilities and Equity not

exposed to market risk

163,493

–

163,493

169,301

–

169,301

Total Liabilities and Equity

1,967,181

157,497

1,646,191

163,493

1,955,139

168,499

1,617,339

169,301

Relates to retirement benefits, insurance, and structured entity liabilities.

Balances as at October 31, 2023 have been restated for the adoption of IFRS 17. Refer to Note 2 of the Bank’s

third quarter 2024 Interim Consolidated Financial Statements for further

details.

ex991p31i0

TD BANK GROUP • THIRD QUARTER 2024 •

REPORT TO SHAREHOLDERS

Page 31

-70

-60

-50

-40

-30

-20

-10

5/1/2024

5/6/2024

5/11/2024

5/16/2024

5/21/2024

5/26/2024

5/31/2024

6/5/2024

6/10/2024

6/15/2024

6/20/2024

6/25/2024

6/30/2024

7/5/2024

7/10/2024

7/15/2024

7/20/2024

7/25/2024

7/30/2024

TOTAL VALUE-AT-RISK

AND TRADING NET REVENUE

(millions of Canadian dollars)

Trading net revenue

Value-at-Risk

Calculating VaR

The Bank computes total VaR on a daily basis by combining the General

Market Risk (GMR) and Idiosyncratic Debt

Specific Risk (IDSR) associated with the

Bank’s trading positions.

GMR is determined by creating a distribution

of potential changes in the market value of

the current portfolio using historical simulation.

The Bank values the

current portfolio using the market price and rate

changes of the most recent

259

trading days for equity, interest rate, foreign exchange, credit, and

commodity

products. GMR is computed as the threshold

level that portfolio losses are not expected

to exceed more than

one

out of every

100

trading days. A

one-day

holding

period is used for GMR calculation.

IDSR measures idiosyncratic (single-name) credit

spread risk for credit exposures in the trading

portfolio using Monte Carlo simulation.

The IDSR model is

based on the historical behaviour of five-year idiosyncratic

credit spreads. Similar to GMR, IDSR is

computed as the threshold level that portfolio

losses are not

expected to exceed more than

one

out of every

100

trading days. IDSR is measured for a

ten-day

holding period.

The following graph discloses daily one-day

VaR usage and trading net revenue, reported on a TEB,

within Wholesale Banking. Trading net revenue includes

trading income and net interest income related

to positions within the Bank’s market risk capital

trading books. For the quarter ended July

31, 2024, there were

3 days

of trading losses and trading net revenue

was positive for

% of the trading days, reflecting normal

trading activity. Losses in the year did not exceed VaR

on any trading day.

VaR is a valuable risk measure but it should be used in the

context of its limitations, for example:

●

VaR uses historical data to estimate future events, which limits

its forecasting abilities;

●

it does not provide information on losses beyond

the selected confidence level; and

●

it assumes that all positions can be liquidated

during the holding period used for VaR calculation.

The Bank continuously improves its VaR methodologies and incorporates

new risk measures in line with market

conventions, industry best practices, and

regulatory requirements.

To mitigate some of the shortcomings of VaR, the Bank uses additional metrics designed for risk

management purposes.

This includes Stress Testing as well

as sensitivities to various market risk factors.

The following table presents the end of quarter, average, high,

and low usage of TD’s VaR metric.

TABLE 29: PORTFOLIO MARKET RISK MEASURES

(millions of Canadian dollars)

For the three months ended

For the nine months ended

July 31

April 30

July 31

2024

2023

2024

2023

As at

Average

High

Low

Average

Interest rate risk

9.0

16.9

27.3

9.0

20.8

25.6

18.5

26.1

Credit spread risk

32.6

30.2

36.5

25.7

26.5

34.5

28.7

31.9

Equity risk

7.9

9.0

12.0

7.1

7.5

8.9

7.9

10.3

Foreign exchange risk

3.5

3.4

7.8

1.5

3.1

2.0

3.0

3.7

Commodity risk

6.2

4.8

7.6

2.3

3.9

3.7

4.1

5.1

Idiosyncratic debt specific risk

17.2

21.5

27.1

16.5

18.9

31.9

20.5

35.6

Diversification effect

(47.5)

(53.1)

n/m

(52.8)

(64.6)

(52.4)

(64.5)

Total Value-at-Risk (one-day)

28.9

32.7

39.8

26.6

27.9

42.0

30.3

48.2

The aggregate VaR is less than the sum of the VaR

of the different risk types due to risk offsets resulting from portfolio diversification.

Not meaningful. It is not meaningful to compute a diversification effect because the high and low may

occur on different days for different risk types.

TD BANK GROUP • THIRD QUARTER 2024 •

REPORT TO SHAREHOLDERS

Page 32

Average VaR increased quarter-over-quarter due to changes in fixed

income positions. Average VaR decreased year-over-year due to

changes in interest rate

positions and due to narrower credit spreads.

Validation of VaR Model

The Bank uses a back-testing process

to compare actual profits and losses to VaR to review their consistency

with the statistical results of the VaR model.

Structural (Non-Trading) Interest Rate

Risk

The Bank’s

structural interest rate risk arises from traditional

personal and commercial banking activity

and is generally the result of mismatches between

the

maturities and repricing dates of the Bank’s assets

and liabilities. The measurement of interest

rate risk in the banking book does not

include exposures from TD’s

Wholesale Banking or Insurance businesses.

The primary measures for this risk are Economic

Value of Shareholders’

Equity (EVE) Sensitivity and Net Interest

Income Sensitivity (NIIS).

The EVE Sensitivity measures the impact

of a specified interest rate shock to the

change in the net present value of the Bank’s

banking book assets, liabilities,

and certain off-balance sheet items. It reflects a

measurement of the potential present value impact

on shareholders’ equity without an assumed

term profile for the

management of the Bank’s own equity and excludes

product margins.

The NIIS measures the NII change over

a twelve-month horizon for a specified

change in interest rates for banking book

assets, liabilities, and certain off-

balance sheet items assuming a constant balance

sheet over the period.

The Bank’s Market Risk policy sets overall limits

on the structural interest rate risk measures.

These limits are periodically reviewed and

approved by the Risk

Committee. In addition to the Board policy limits,

book-level risk limits are set for the

Bank’s management of non-trading interest rate

risk by Risk Management.

Exposures against these limits are routinely

monitored and reported, and breaches of the

Board limits, if any, are escalated to both the Asset/Liability and

Capital

Committee (ALCO) and the Risk Committee.

The following table shows the potential before-tax

impact of an immediate and sustained

100 bps increase or decrease in interest rates

on the EVE and NIIS

measures.

TABLE 30: STRUCTURAL INTEREST RATE SENSITIVITY MEASURES

(millions of Canadian dollars)

As at

July 31, 2024

April 30, 2024

July 31, 2023

EVE

NII

EVE

NII

EVE

NII

Sensitivity

Canada

U.S.

Total

Canada

U.S.

Total

Before-tax impact of

100 bps increase in rates

(605)

(1,880)

(2,485)

439

346

785

(2,312)

875

(1,415)

984

100 bps decrease in rates

472

1,420

1,892

(475)

(602)

(1,077)

1,861

(1,053)

1,003

(1,155)

Represents the twelve-month net interest income (NII) exposure to an immediate and sustained shock in rates.

As at July 31, 2024, an immediate and sustained

100 bps increase in interest rates

would have had a negative impact to the Bank’s

EVE of $

2,485

million, an

increase of $

173

million from last quarter, and a positive impact to the Bank’s NII of

785

million, a decrease of $

million from last quarter. An immediate and

sustained 100 bps decrease in interest rates

would have had a positive impact to the Bank’s EVE

of $

1,892

million, an increase of $

million from last quarter,

and a negative impact to the Bank’s NII of $

1,077

million, an increase of $

million from last quarter. The quarter-over-quarter increase in

EVE Sensitivity is

primarily attributed to growth in fixed

rate assets funded by equity, mainly in Canada. The quarter-over-quarter

NII Sensitivity is relatively stable.

TD BANK GROUP • THIRD QUARTER 2024 •

REPORT TO SHAREHOLDERS

Page 33

Liquidity Risk

Liquidity risk is the risk of having insufficient cash or

collateral to meet financial obligations and

an inability to, in a timely manner, raise funding or monetize assets

at a non-distressed price. Financial obligations

can arise from deposit withdrawals, debt

maturities, commitments to provide credit or liquidity

support,

or the need

to pledge additional collateral.

TD’S LIQUIDITY RISK APPETITE

The Bank applies an established set of practices

and protocols for managing its potential

exposure to liquidity risk. The Bank

targets a 90-day survival horizon

under a combined bank-specific and market-wide

stress scenario, and a minimum buffer over regulatory

requirements prescribed by the OSFI Liquidity

Adequacy

Requirements (LAR)

guidelines.

The Bank’s funding program emphasizes maximizing

deposits as a core source of funding and

maintaining access to wholesale

funding markets across diversified terms,

counterparties, funding types, and currencies

that is designed to ensure low exposure

to a sudden contraction of

wholesale funding capacity and to minimize

structural liquidity gaps. The Bank also maintains

a contingency funding plan to enhance

preparedness for recovery

from potential liquidity stress events. The

Bank’s strategies and actions comprise an

integrated liquidity risk management program

that is designed to ensure low

exposure to liquidity risk and compliance

with regulatory requirements.

LIQUIDITY RISK MANAGEMENT RESPONSIBILITY

The Bank’s ALCO oversees the Bank’s liquidity risk

management program. It ensures there are

effective management structures and practices

in place to properly

measure and manage liquidity risk. The Global

Liquidity & Funding Committee,

a subcommittee of the ALCO comprised

of senior management from Treasury,

Risk Management and Wholesale Banking, identifies

and monitors the Bank’s liquidity risks.

The management of liquidity risk is the responsibility

of the SET

member responsible for Treasury, while oversight and challenge are provided

by the ALCO and independently by Risk

Management. The Risk Committee

regularly reviews the Bank’s liquidity position

and approves the Bank’s Liquidity Risk

Management Framework biennially and

the related policies annually.

The Bank’s liquidity risk appetite and liquidity risk

management approach have not substantially

changed from that described in the Bank’s 2023

Annual Report.

For a complete discussion of liquidity risk,

refer to the “Liquidity Risk”

section in the Bank’s 2023 Annual Report.

Liquid assets

The unencumbered liquid assets the Bank holds

to meet its liquidity requirements must be

high-quality securities that the Bank believes

can be monetized quickly

in stress conditions with minimal loss in

market value. The liquidity value of unencumbered

liquid assets considers estimated

market or trading depths, settlement

timing, and/or other identified impediments

to potential sale or pledging.

Assets held by the Bank to meet liquidity

requirements are summarized in the following

tables. The tables do not include assets held

within the Bank’s

insurance businesses as these are used to

support insurance-specific liabilities and capital

requirements.

TD BANK GROUP • THIRD QUARTER 2024 •

REPORT TO SHAREHOLDERS

Page 34

TABLE 31: SUMMARY OF LIQUID ASSETS BY TYPE AND CURRENCY

1,2

(millions of Canadian dollars, except as noted)

As at

Securities

received as

collateral from

securities

financing and

Bank-owned

derivative

Total

% of

Encumbered

Unencumbered

liquid assets

transactions

liquid assets

total

liquid assets

July 31, 2024

Cash and central bank reserves

18,224

–

18,224

687

17,537

Canadian government obligations

23,252

81,177

104,429

44,903

59,526

National Housing Act Mortgage-Backed

Securities (NHA MBS)

42,100

–

42,100

1,541

40,559

Obligations of provincial governments, public sector entities

and multilateral development banks

43,765

26,028

69,793

38,043

31,750

Corporate issuer obligations

4,081

5,846

9,927

5,163

4,764

Equities

13,314

2,298

15,612

10,171

5,441

Total Canadian dollar-denominated

144,736

115,349

260,085

100,508

159,577

Cash and central bank reserves

72,032

–

72,032

215

71,817

U.S. government obligations

62,301

63,369

125,670

67,304

58,366

U.S. federal agency obligations, including U.S.

federal agency mortgage-backed obligations

78,601

11,934

90,535

25,901

64,634

Obligations of other sovereigns, public sector entities

and multilateral development banks

66,212

35,906

102,118

40,510

61,608

Corporate issuer obligations

77,757

15,441

93,198

27,047

66,151

Equities

55,553

36,368

91,921

52,275

39,646

Total non-Canadian dollar-denominated

412,456

163,018

575,474

213,252

362,222

Total

557,192

278,367

835,559

100

313,760

521,799

October 31, 2023

Cash and central bank reserves

28,548

–

28,548

506

28,042

Canadian government obligations

15,214

94,000

109,214

67,457

41,757

NHA MBS

38,760

–

38,760

1,043

37,717

Obligations of provincial governments, public sector entities

and multilateral development banks

40,697

22,703

63,400

31,078

32,322

Corporate issuer obligations

19,507

4,815

24,322

4,512

19,810

Equities

10,555

2,288

12,843

8,890

3,953

Total Canadian dollar-denominated

153,281

123,806

277,087

113,486

163,601

Cash and central bank reserves

66,094

–

66,094

180

65,914

U.S. government obligations

72,808

64,449

137,257

63,688

73,569

U.S. federal agency obligations, including U.S.

federal agency mortgage-backed obligations

80,047

15,838

95,885

29,487

66,398

Obligations of other sovereigns, public sector entities

and multilateral development banks

65,996

54,321

120,317

56,652

63,665

Corporate issuer obligations

84,853

9,656

94,509

15,228

79,281

Equities

38,501

38,388

76,889

47,653

29,236

Total non-Canadian dollar-denominated

408,299

182,652

590,951

212,888

378,063

Total

561,580

306,458

868,038

100

326,374

541,664

Liquid assets include collateral received that can be re-hypothecated or otherwise redeployed.

Positions stated include gross asset values pertaining to securities financing transactions.

Includes debt obligations issued or guaranteed by these entities.

Unencumbered liquid assets held in The Toronto-Dominion Bank and multiple domestic

and foreign subsidiaries (excluding insurance

subsidiaries) and branches

are summarized in the following table.

TABLE 32: SUMMARY OF UNENCUMBERED LIQUID ASSETS BY

BANK, SUBSIDIARIES, AND BRANCHES

(millions of Canadian dollars)

As at

July 31

October 31

2024

2023

The Toronto-Dominion Bank (Parent)

215,981

205,408

Bank subsidiaries

287,412

291,915

Foreign branches

18,406

44,341

Total

521,799

541,664

TD BANK GROUP • THIRD QUARTER 2024 •

REPORT TO SHAREHOLDERS

Page 35

The Bank’s

monthly average liquid assets (excluding those

held in insurance subsidiaries) for the quarters

ended July 31, 2024 and April 30,

2024, are

summarized in the following table.

TABLE 33: SUMMARY OF AVERAGE LIQUID ASSETS BY TYPE AND CURRENCY

1,2

(millions of Canadian dollars, except as noted)

Average for the three months ended

Securities

received as

collateral from

securities

financing and

Total

Bank-owned

derivative

liquid

% of

Encumbered

Unencumbered

liquid assets

transactions

assets

Total

liquid assets

July 31, 2024

Cash and central bank reserves

21,916

–

21,916

693

21,223

Canadian government obligations

20,404

83,721

104,125

50,612

53,513

NHA MBS

41,786

41,836

1,686

40,150

Obligations of provincial governments, public sector

entities and multilateral development banks

43,412

25,626

69,038

37,146

31,892

Corporate issuer obligations

9,972

5,654

15,626

5,273

10,353

Equities

12,679

2,287

14,966

10,614

4,352

Total Canadian dollar-denominated

150,169

117,338

267,507

106,024

161,483

Cash and central bank reserves

75,032

–

75,032

213

74,819

U.S. government obligations

65,944

60,995

126,939

71,522

55,417

U.S. federal agency obligations, including U.S.

federal agency mortgage-backed obligations

78,283

13,830

92,113

28,028

64,085

Obligations of other sovereigns, public sector entities and

multilateral development banks

64,844

36,408

101,252

39,918

61,334

Corporate issuer obligations

78,116

15,548

93,664

27,440

66,224

Equities

54,676

38,205

92,881

52,469

40,412

Total non-Canadian dollar-denominated

416,895

164,986

581,881

219,590

362,291

Total

567,064

282,324

849,388

100

325,614

523,774

April 30, 2024

Cash and central bank reserves

21,416

–

21,416

662

20,754

Canadian government obligations

22,788

89,436

112,224

54,659

57,565

NHA MBS

41,280

41,297

1,397

39,900

Obligations of provincial governments, public sector

entities and multilateral development banks

42,126

23,814

65,940

35,200

30,740

Corporate issuer obligations

20,600

5,514

26,114

5,741

20,373

Equities

13,240

3,267

16,507

12,554

3,953

Total Canadian dollar-denominated

161,450

122,048

283,498

110,213

173,285

Cash and central bank reserves

61,498

–

61,498

228

61,270

U.S. government obligations

75,101

63,416

138,517

75,230

63,287

U.S. federal agency obligations, including U.S.

federal agency mortgage-backed obligations

79,294

12,670

91,964

27,618

64,346

Obligations of other sovereigns, public sector entities and

multilateral development banks

65,033

36,777

101,810

39,427

62,383

Corporate issuer obligations

79,427

14,078

93,505

25,515

67,990

Equities

52,723

38,939

91,662

51,440

40,222

Total non-Canadian dollar-denominated

413,076

165,880

578,956

219,458

359,498

Total

574,526

287,928

862,454

100

329,671

532,783

Liquid assets include collateral received that can be re-hypothecated or otherwise redeployed.

Positions stated include gross asset values pertaining to securities financing transactions.

Includes debt obligations issued or guaranteed by these entities.

Average unencumbered liquid assets held in

The Toronto-Dominion Bank and multiple domestic and foreign subsidiaries (excluding

insurance subsidiaries) and

branches are summarized in the following

table.

TABLE 34: SUMMARY OF AVERAGE UNENCUMBERED LIQUID ASSETS BY BANK, SUBSIDIARIES,

AND BRANCHES

(millions of Canadian dollars)

Average for the three months ended

July 31

April 30

2024

The Toronto-Dominion Bank (Parent)

215,465

227,812

Bank subsidiaries

286,944

278,667

Foreign branches

21,365

26,304

Total

523,774

532,783

ASSET ENCUMBRANCE

In the course of the Bank’s day-to-day operations,

assets are pledged to obtain funding,

support trading and brokerage businesses,

and participate in clearing

and/or settlement systems. A summary

of encumbered and unencumbered assets

(excluding assets held in insurance subsidiaries)

is presented in the following

table to identify assets that are used or available

for potential funding needs.

TD BANK GROUP • THIRD QUARTER 2024 •

REPORT TO SHAREHOLDERS

Page 36

TABLE 35: ENCUMBERED AND UNENCUMBERED ASSETS

(millions of Canadian dollars)

As at

Total Assets

Encumbered

Unencumbered

Securities

received as

collateral from

securities

financing and

Bank-owned

derivative

Total

Pledged as

Available as

assets

transactions

Assets

Collateral

Other

Collateral

Other

July 31, 2024

Cash and due from banks

7,245

–

7,245

–

7,245

Interest-bearing deposits with

banks

92,151

–

92,151

5,634

–

83,266

3,251

Securities, trading loans, and other

541,707

441,244

982,951

396,856

18,734

531,104

36,257

Derivatives

69,827

–

69,827

–

69,827

Securities purchased under reverse

repurchase agreements

212,918

(212,918)

–

Loans, net of allowance for loan

losses

938,325

(13,787)

924,538

62,835

85,029

59,818

716,856

Customers’ liabilities under

acceptances

–

Other assets

104,989

–

104,989

164

–

104,825

Total assets

1,967,181

214,539

2,181,720

465,489

103,763

674,188

938,280

October 31, 2023

Total assets

1,955,139

215,318

2,170,457

460,641

84,997

678,289

946,530

Asset encumbrance has been analyzed on an individual asset basis. Where a particular asset has been encumbered

and TD has holdings of the asset both on-balance sheet and off-

balance sheet, for the purpose of this disclosure, the on- and off-balance sheet holdings are encumbered

in alignment with the business practice.

Assets received as collateral through off-balance sheet transactions such as reverse repurchase agreements,

securities borrowing, margin loans, and other client activity.

Represents assets that have been posted externally to support the Bank’s

day-to-day operations, including securities financing transactions, clearing and payments, and

derivative

transactions. Also includes assets that have been pledged supporting Federal Home Loan Bank (FHLB) activity.

Assets supporting TD’s long-term funding activities, assets pledged against securitization liabilities, and

assets held by consolidated securitization vehicles or in pools for covered bond

issuance.

Assets that are considered readily available in their current legal form to generate funding or support collateral

needs. This category includes reported FHLB assets that remain unutilized

and DSAC that are available for collateral purposes however not regularly utilized in practice.

Assets that cannot be used to support funding or collateral requirements in their current form. This category includes

those assets that are potentially eligible as funding program

collateral or for pledging to central banks (for example, Canada Mortgage and Housing Corporation insured mortgages

that can be securitized into NHA MBS).

Includes trading loans, securities, non-trading financial assets at FVTPL and other financial assets designated at

FVTPL, financial assets at FVOCI, and DSAC.

Assets reported in the “Bank-owned assets”

column represent the value of the loans extended and not the value of the collateral received. The loan value

from the reverse repurchase

transactions is deducted from the “Securities received as collateral from securities financing and derivative transactions

”

column to avoid double-counting with the on-balance sheet

assets.

The loan value from the margin loans/client activity is deducted from the “Securities received as collateral from securities

financing and derivative transactions”

column to avoid double-

counting with the on-balance sheet assets.

Other assets include investment in Schwab, goodwill, other intangibles, land, buildings, equipment, and other depreciable

assets, deferred tax assets, amounts receivable from brokers,

dealers, and clients, and other assets on the balance sheet not reported in the above categories.

LIQUIDITY STRESS TESTING AND CONTINGENCY

FUNDING PLANS

In addition to the Severe Combined Stress

Scenario,

the Bank performs liquidity stress testing

on multiple alternate scenarios. These

scenarios are a mix of TD-

specific events and market-wide stress events

designed to test the impact from risk factors

material to the Bank’s risk profile. Liquidity assessments

are also part

of the Bank’s Enterprise-Wide Stress Testing program.

The Bank has liquidity contingency funding

plans (CFP) in place at the overall Bank

level and for certain subsidiaries operating

in foreign jurisdictions (Regional

CFPs). The Bank’s CFP provides a documented

framework for managing unexpected liquidity

situations and thus is an integral component

of the Bank’s overall

liquidity risk management program. It

outlines different contingency levels based on

the severity and duration of the liquidity situation and

identifies recovery

actions appropriate for each level. For each recovery

action, it provides key operational

steps required to execute the action. Regional

CFPs identify recovery

actions to address region-specific stress

events. The actions and governance structure

outlined in the Bank’s CFP are aligned

with the Bank’s Crisis Management

Recovery Plan.

CREDIT RATINGS

Credit ratings impact the Bank’s borrowing costs

and ability to raise funds. Rating downgrades

could potentially result in higher financing costs,

increased

requirements to pledge collateral, reduced

access to capital markets, and could also affect

the Bank’s ability to enter into derivative transactions.

Credit ratings and outlooks provided by rating

agencies reflect their views and are

subject to change from time to time, based on

a number of factors including

the Bank’s financial strength, competitive position,

and liquidity, as well as factors not entirely within the Bank’s control, including

the methodologies used by rating

agencies and conditions affecting the overall financial

services industry.

TD BANK GROUP • THIRD QUARTER 2024 •

REPORT TO SHAREHOLDERS

Page 37

TABLE 36: CREDIT RATINGS

As at

July 31, 2024

Moody’s

S&P

Fitch

DBRS

Deposits/Counterparty

Aa1

AA-

AA (high)

Legacy Senior Debt

Aa2

AA-

AA (high)

Senior Debt

AA-

Covered Bonds

Aaa

–

AAA

Legacy Subordinated Debt – non-NVCC

AA (low)

Tier 2 Subordinated Debt – NVCC

A2 (hyb)

A-

AT1 Perpetual Debt – NVCC

Baa1 (hyb)

BBB

BBB+

–

Limited Recourse Capital Notes – NVCC

Baa1 (hyb)

BBB

BBB+

A (low)

Preferred Shares – NVCC

Baa1 (hyb)

BBB

BBB+

Pfd-2 (high)

Short-Term Debt (Deposits)

P-1

A-1+

F1+

R-1 (high)

Outlook

Stable

Negative

Stable

The above ratings are for The Toronto-Dominion

Bank legal entity. Subsidiaries’ ratings are available

on the Bank’s website at http://www.td.com/investor/credit.jsp. Credit

ratings are not

recommendations to purchase, sell, or hold a financial obligation in as much as they do not comment on market

price or suitability for a particular investor. Ratings are subject

to revision

or withdrawal at any time by the rating organization.

Represents Moody’s Long-Term

Deposits Ratings and Counterparty Risk Rating, S&P’s Issuer Credit Rating, Fitch’s

Long-Term Deposits Rating and DBRS

’

Long-Term Issuer Rating.

Includes (a) Senior debt issued prior to September 23, 2018; and (b) Senior debt issued on or after September

23, 2018 which is excluded from the bank recapitalization “bail-in” regime.

Subject to conversion under the bank recapitalization “bail-in”

regime.

The Bank regularly reviews the level

of increased collateral its trading counterparties

would require in the event of a downgrade of

TD’s credit rating. The Bank

holds liquid assets to ensure it is able to provide

additional collateral required by trading

counterparties in the event of a three-notch

downgrade in the Bank’s

senior debt ratings.

The following table presents the additional collateral

that could have been

contractually required to be posted to over-the-counter

(OTC)

derivative counterparties as of the reporting

date in the event of one, two, and three-notch

downgrades of the Bank’s credit ratings.

TABLE 37: ADDITIONAL COLLATERAL REQUIREMENTS FOR RATING DOWNGRADES

(millions of Canadian dollars)

Average for the three months ended

July 31

April 30

2024

One-notch downgrade

175

166

Two-notch downgrade

250

242

Three-notch downgrade

987

934

The above collateral requirements are based on each OTC trading counterparty’s Credit Support Annex

and the Bank’s credit rating across applicable rating agencies.

LIQUIDITY COVERAGE RATIO

The LCR is a Basel III metric calculated

as the ratio of the stock of unencumbered high-quality

liquid assets (HQLA) over the net cash

outflow requirements in the

next 30 days under a hypothetical liquidity stress

event.

Other than during periods of financial stress,

the Bank must maintain the LCR above

100% in accordance with the OSFI

LAR requirement. The Bank’s LCR is

calculated according to the scenario parameters

in the LAR guideline, including prescribed

HQLA eligibility criteria and haircuts, deposit

run-off rates, and other

outflow and inflow rates. HQLA held by the

Bank that are eligible for the LCR calculation

under the LAR are primarily central bank reserves,

sovereign-issued or

sovereign-guaranteed securities, and high-quality

securities issued by non-financial entities.

TD BANK GROUP • THIRD QUARTER 2024 •

REPORT TO SHAREHOLDERS

Page 38

The following table summarizes the Bank’s average

daily LCR as of the relevant dates.

TABLE 38: AVERAGE LIQUIDITY COVERAGE RATIO

(millions of Canadian dollars, except

as noted)

Average for the three months ended

July 31, 2024

Total unweighted

Total weighted

value (average)

High-quality liquid assets

Total high-quality liquid assets

n/a

337,631

Cash outflows

Retail deposits and deposits from small business

customers, of which:

484,934

31,021

Stable deposits

262,642

7,879

Less stable deposits

222,292

23,142

Unsecured wholesale funding, of which:

358,913

176,405

Operational deposits (all counterparties)

and deposits in networks of cooperative banks

128,024

30,343

Non-operational deposits (all counterparties)

205,057

120,230

Unsecured debt

25,832

Secured wholesale funding

n/a

49,478

Additional requirements, of which:

343,817

103,324

Outflows related to derivative exposures and

other collateral requirements

53,239

43,636

Outflows related to loss of funding on debt products

10,459

Credit and liquidity facilities

280,119

49,229

Other contractual funding obligations

21,826

11,209

Other contingent funding obligations

804,626

12,476

Total cash outflows

n/a

383,913

Cash inflows

Secured lending

253,324

34,261

Inflows from fully performing exposures

24,314

11,638

Other cash inflows

75,706

Total cash inflows

353,344

121,605

Average for the three months ended

July 31, 2024

April 30, 2024

Total adjusted

value

Total high-quality liquid assets

337,631

332,676

Total net cash outflows

262,308

264,950

Liquidity coverage ratio

129

126

The LCR for the quarter ended July 31, 2024

is calculated as an average of the 64 daily data points in the quarter.

Unweighted inflow and outflow values are outstanding balances maturing or callable within 30 days.

Weighted values are calculated after the application of respective HQLA haircuts or inflow and outflow

rates, as prescribed by the OSFI LAR guideline.

Not applicable as per the LCR common disclosure template.

The Bank’s average LCR was 129% representing

a surplus of $75 billion for the quarter

ended July 31, 2024 and continues to

meet regulatory requirements.

The Bank holds a variety of liquid assets

commensurate with the liquidity needs of

the organization majority of which also

qualify as HQLA under the OSFI LAR

guideline. The average HQLA of the Bank

for the quarter ended July 31, 2024 was $338

billion (April 30, 2024 – $333 billion),

with Level 1 assets representing

84% (April 30, 2024 – 83%). The Bank’s reported

HQLA excludes excess HQLA from the

U.S. Retail operations, reflecting liquidity

transfer limitations from

U.S. Retail and its affiliates which adheres to OSFI

LAR and Federal Reserve Board guidelines.

As described in the “How TD Manages Liquidity

Risk” section of the Bank’s 2023 Annual Report,

the Bank manages its HQLA and other liquidity

buffers to the

higher of TD’s internal 90-day surplus requirement

and its target buffers over regulatory requirements

from including the LCR, NSFR, and the

Net Cumulative

Cash Flow metrics.

NET STABLE

FUNDING RATIO

The NSFR is a Basel III metric calculated as

the ratio of total available stable funding

(ASF) over total required stable funding (RSF)

in accordance with OSFI’s

LAR guideline. The Bank must maintain an

NSFR ratio equal to or above 100% in accordance

with the LAR guideline. The Bank’s ASF comprises

the Bank’s

liability and capital instruments (including

deposits and wholesale funding). The assets

that require stable funding are based on

the Bank’s on and off-balance

sheet activities and a function of their liquidity

characteristics and the requirements of OSFI’s

LAR guideline.

TD BANK GROUP • THIRD QUARTER 2024 •

REPORT TO SHAREHOLDERS

Page 39

TABLE 39: NET STABLE FUNDING RATIO

(millions of Canadian dollars, except

as noted)

As at

July 31, 2024

Unweighted value by residential maturity

6 months to

Less than

less than

More than

Weighted

maturity

6 months

1 year

value

Available Stable Funding Item

Capital

111,253

n/a

9,435

120,688

Regulatory capital

111,253

n/a

9,435

120,688

Other capital instruments

n/a

–

Retail deposits and deposits from small business

customers:

441,755

82,129

30,205

32,134

545,006

Stable deposits

248,989

32,014

13,040

16,265

295,606

Less stable deposits

192,766

50,115

17,165

15,869

249,400

Wholesale funding:

251,015

374,937

97,314

239,696

449,287

Operational deposits

105,063

2,454

–

53,759

Other wholesale funding

145,952

372,483

97,314

239,696

395,528

Liabilities with matching interdependent assets

–

1,611

2,137

24,816

–

Other liabilities:

52,345

91,906

2,800

NSFR derivative liabilities

n/a

3,460

n/a

All other liabilities and equity not included

in the above categories

52,345

84,523

2,247

1,676

2,800

Total Available Stable Funding

1,117,781

Required Stable Funding Item

Total NSFR high-quality liquid assets

n/a

53,701

Deposits held at other financial institutions for

operational purposes

–

Performing loans and securities

114,096

263,165

118,227

677,088

773,590

Performing loans to financial institutions

secured by Level 1 HQLA

–

89,902

10,233

–

12,748

Performing loans to financial institutions

secured by non-Level 1

HQLA and unsecured performing loans to

financial institutions

302

53,693

9,536

14,117

25,014

Performing loans to non-financial corporate

clients, loans to retail

and small business customers, and loans

to sovereigns, central

banks and PSEs, of which:

38,874

60,817

43,344

297,347

341,252

With a risk weight of less than or equal

to 35% under the Basel II

standardized approach for credit risk

n/a

–

Performing residential mortgages, of which:

32,569

52,712

47,846

301,349

296,680

With a risk weight of less than or equal

to 35% under the Basel II

standardized approach for credit risk

32,569

52,712

47,846

301,349

296,680

Securities that are not in default and do not

qualify as HQLA,

including exchange-traded equities

42,351

6,041

7,241

64,276

97,896

Assets with matching interdependent liabilities

–

1,958

2,410

24,195

–

Other assets:

76,854

139,958

112,577

Physical traded commodities, including gold

12,661

n/a

11,136

Assets posted as initial margin for derivative

contracts and

contributions to default funds of CCPs

17,832

15,157

NSFR derivative assets

n/a

8,180

4,720

NSFR derivative liabilities before deduction

of variation margin

posted

n/a

19,430

972

All other assets not included in the above

categories

64,193

86,494

2,113

5,909

80,592

Off-balance sheet items

n/a

821,235

29,786

Total Required Stable Funding

969,654

Net Stable Funding Ratio

115

As at

October 31, 2023

Total Available Stable Funding

1,123,816

Total Required Stable Funding

960,590

Net Stable Funding Ratio

117

Items in the “no maturity” time bucket do not have a stated maturity.

These may include, but are not limited to, items such as capital with perpetual maturity,

non-maturity deposits, short

positions, open maturity positions, non-HQLA equities, and physical traded commodities.

Weighted values are calculated after the application of respective NSFR weights, as prescribed by the

OSFI LAR guideline.

Interdependent asset and liability items are deemed by OSFI to be interdependent and have RSF and ASF risk factors

adjusted to zero. Interdependent liabilities cannot fall due while the

asset is still on balance sheet, cannot be used to fund any other assets and principal payments from the asset cannot

be used for anything other than repaying the liability.

As such, the

only interdependent assets and liabilities that qualify for this treatment at the Bank are the liabilities arising from the

Canada Mortgage Bonds Program and their corresponding

encumbered assets.

The Bank’s NSFR for the quarter ended July 31,

2024 is at 115%

(October 31, 2023 – 117%) representing a surplus of $148 billion

and adheres to regulatory

requirements. The NSFR remained relatively

stable to the previous quarter (April 30, 2024 –

114%), as the Bank’s funding programs continued to meet funding

requirements in the quarter.

TD BANK GROUP • THIRD QUARTER 2024 •

REPORT TO SHAREHOLDERS

Page 40

FUNDING

The Bank has access to a variety of unsecured

and secured funding sources. The Bank’s

funding activities are conducted in accordance

with liquidity risk

management policies that require assets be

funded to the appropriate term and to a prudent

diversification profile.

The Bank’s primary approach to managing

funding activities is to maximize the use of

deposits raised through personal and

commercial banking channels.

The

following table illustrates the Bank’s base of personal

and commercial, wealth, and Schwab sweep

deposits (collectively, “P&C deposits”) that make up

approximately

% (October 31, 2023 –

%) of the Bank’s total funding.

TABLE 40: SUMMARY OF DEPOSIT FUNDING

(millions of Canadian dollars)

As at

July 31

October 31

2024

2023

P&C deposits – Canadian

556,475

529,078

P&C deposits – U.S.

427,053

446,355

Total

983,528

975,433

P&C deposits in U.S. are presented on a Canadian equivalent basis and therefore period-over-period movements

reflect both underlying growth and changes in the foreign exchange

rate.

WHOLESALE FUNDING

The Bank maintains various registered external

wholesale term (greater than 1 year) funding

programs to provide access to diversified

funding sources, including

asset securitization, covered bonds, and

unsecured wholesale debt. The Bank raises

term funding through Senior Notes, NHA MBS,

and notes backed by credit

card receivables (Evergreen Credit Card

Trust) and home equity lines of credit (Genesis Trust II). The Bank’s

wholesale funding is diversified by geography, by

currency, and by funding types. The Bank raises short-term (1

year or less) funding using certificates of deposit,

commercial paper, and bankers’ acceptances

The following table summarizes the registered

term funding and capital programs by geography, with the related program

size as at July 31, 2024.

Canada

United States

Europe

Capital Securities Program ($20 billion)

Canadian Senior Medium-Term Linked Notes

Program ($5 billion)

HELOC ABS Program (Genesis Trust II) ($7

billion)

U.S. SEC (F-3) Registered Capital and

Debt

Program (US$75 billion)

U.K. Financial Conduct Authority (FCA) Registered

Legislative Covered Bond Program ($100 billion)

FCA Registered Global Medium-Term Note Program

(US$40 billion)

The following table presents a breakdown of

the Bank’s term debt by currency and funding

type. Term funding as at July 31, 2024, was $178.2 billion

(October 31, 2023 – 173.3 billion).

Note that Table 41: Long-Term Funding and Table

42: Wholesale Funding do not include

any funding accessed via repurchase transactions

or securities financing.

TABLE 41: LONG-TERM FUNDING

As at

July 31

October 31

Long-term funding by currency

2024

2023

Canadian dollar

U.S. dollar

Euro

British pound

Other

Total

100

Long-term funding by type

Senior unsecured medium-term notes

Covered bonds

Mortgage securitization

Term asset-backed securities

Total

100

The table includes funding issued to external investors

only.

Mortgage securitization excludes the residential

mortgage trading business.

The Bank maintains depositor concentration

limits in respect of short-term wholesale

deposits so that it is not overly reliant

on individual depositors for funding.

The Bank further limits short-term wholesale

funding maturity concentration in an effort to

mitigate refinancing risk during a stress event.

TD BANK GROUP • THIRD QUARTER 2024 •

REPORT TO SHAREHOLDERS

Page 41

The following table represents the remaining

maturity of various sources of funding outstanding

as at July 31,

2024 and October 31, 2023.

TABLE 42: WHOLESALE FUNDING

(millions of Canadian dollars)

As at

July 31

October 31

2024

2023

Less than

1 to 3

3 to 6

6 months

Up to 1

Over 1 to

Over

1 month

months

to 1 year

year

2 years

Total

Deposits from banks

594

172

149

979

–

979

2,095

Bearer deposit notes

340

956

130

188

1,614

–

1,614

1,804

Certificates of deposit

10,396

27,435

20,037

40,042

97,910

3,471

–

101,381

113,476

Commercial paper

8,823

21,122

16,125

13,233

59,303

–

59,303

40,515

Covered bonds

–

450

11,919

12,369

12,897

42,930

68,196

54,006

Mortgage securitization

1,064

1,640

2,290

5,029

4,039

21,688

30,756

27,131

Legacy senior unsecured medium-term

notes

–

239

–

239

3,162

Senior unsecured medium-term notes

–

6,426

7,802

7,324

21,552

20,486

52,965

95,003

100,492

Subordinated notes and debentures

–

196

–

9,717

9,913

9,620

Term asset-backed

securitization

–

737

368

3,767

4,872

139

955

5,966

2,204

Other

28,717

2,455

11,309

6,412

48,893

923

1,060

50,876

44,348

Total

48,905

60,367

57,925

85,520

252,717

42,194

129,315

424,226

398,853

Of which:

Secured

1,801

11,424

22,804

36,064

17,076

65,577

118,717

92,361

Unsecured

48,870

58,566

46,501

62,716

216,653

25,118

63,738

305,509

306,492

Total

48,905

60,367

57,925

85,520

252,717

42,194

129,315

424,226

398,853

Excludes bankers’ acceptances, which are disclosed in the Remaining Contractual Maturity table within the “Managing

Risk” section of this document.

The presentation has been changed to only include fixed-term commercial bank deposits, to better align with how

management views the Bank’s composition of wholesale funding.

Includes mortgage-backed securities (MBS) issued to external investors and Wholesale Banking residential mortgage

trading business.

Includes a) senior debt issued prior to September 23, 2018; and b) senior debt issued on or after September 23,

2018 which is excluded from the bank recapitalization “bail-in” regime,

including debt with an original term-to-maturity of less than 400 days.

Comprised of senior debt subject to conversion under the bank recapitalization “bail-in”

regime. Excludes $5.9 billion of structured notes subject to conversion under the “bail-in”

regime (October 31, 2023 – $5.7 billion).

Subordinated notes and debentures are not considered wholesale funding as they may be raised primarily for capital

management purposes.

Includes fixed-term deposits from non-bank institutions (unsecured) of $19.3 billion (October 31, 2023 – $22.1

billion) and the remaining are non-term deposits.

Excluding the Wholesale Banking residential

mortgage trading business, the Bank’s total

MBS issued to external investors for the

three and nine months ended

July 31, 2024 was $0.8 billion and $1.6 billion,

respectively (three and nine months

ended July 31, 2023 - $0.3 billion and $1.0

billion, respectively) and other

asset-backed securities issued for the

three and nine months ended July 31, 2024

was $0.9 billion and $0.9 billion, respectively

(three and nine months ended

July 31, 2023 – nil and $0.4 billion, respectively).

The Bank also issued $1.3 billion and $9.5

billion, respectively of unsecured medium-term

notes for the three and

nine months ended July 31, 2024 (three

and nine months ended July 31, 2023 -

$10.1 billion and $23.9 billion, respectively)

and $5.6 billion and $20.5 billion,

respectively of covered bonds for the

three and nine months ended July 31,

2024 (three and nine months ended

July 31, 2023 - $6.3 billion and $15.7 billion,

respectively).

MATURITY ANALYSIS OF ASSETS, LIABILITIES, AND OFF-BALANCE SHEET COMMITMENTS

The following table summarizes on-balance

sheet and off-balance sheet categories by remaining

contractual maturity. Off-balance sheet commitments include

contractual obligations to make future payments

on certain lease-related commitments, certain

purchase obligations, and other liabilities.

The values of credit

instruments reported in the following

table represent the maximum amount of additional

credit that the Bank could be obligated to extend

should such instruments

be fully drawn or utilized. Since a significant

portion of guarantees and commitments

are expected to expire without being

drawn upon, the total of the contractual

amounts is not representative of expected future

liquidity requirements. These contractual obligations

have an impact on the Bank’s short-term and

long-term

liquidity and capital resource needs.

The maturity analysis presented does not depict

the degree of the Bank’s maturity transformation or

the Bank’s exposure to interest rate and liquidity risk.

The

Bank’s objective is to fund its assets appropriately

to protect against borrowing cost volatility

and potential reductions to funding market

availability. The Bank

utilizes stable non-maturity deposits (chequing

and savings accounts) and term deposits

as the primary source of long-term funding

for the Bank’s non-trading

assets including personal and business

term loans and the stable balance of revolving

lines of credit. Additionally, the Bank issues long-term funding

in respect of

such non-trading assets and raises short

term funding primarily to finance trading assets.

The liquidity of trading assets under stressed

market conditions is

considered when determining the appropriate

term of the funding.

TD BANK GROUP • THIRD QUARTER 2024 •

REPORT TO SHAREHOLDERS

Page 42

TABLE 43: REMAINING CONTRACTUAL MATURITY

(millions of Canadian dollars)

As at

July 31, 2024

Less than

1 to 3

3 to 6

6 to 9

9 months

Over 1 to

Over 2 to

Over

specific

1 month

months

to 1 year

2 years

5 years

maturity

Total

Assets

Cash and due from banks

7,245

–

7,245

Interest-bearing deposits with banks

88,171

–

3,897

92,151

Trading loans, securities, and other

2,504

6,209

4,420

4,576

6,168

13,143

25,282

26,407

84,466

173,175

Non-trading financial assets at fair

value through profit or loss

–

317

1,534

639

641

772

1,695

5,600

Derivatives

10,034

8,834

5,970

3,965

3,600

8,787

15,789

12,848

–

69,827

Financial assets designated at fair

value through profit or loss

127

526

317

356

574

1,099

1,437

1,335

–

5,771

Financial assets at fair value through

other comprehensive income

539

1,979

2,344

1,699

6,354

4,301

19,607

35,560

3,458

75,841

Debt securities at amortized cost,

net of allowances for credit losses

1,140

2,825

5,090

4,748

6,365

25,548

102,789

132,817

(2)

281,320

Securities purchased under

reverse repurchase agreements

135,752

39,186

23,089

7,248

4,015

2,017

480

–

1,131

212,918

Loans

Residential mortgages

5,325

9,294

14,407

12,930

21,775

73,780

133,363

58,388

–

329,262

Consumer instalment and other personal

989

1,689

2,417

3,891

6,276

28,111

86,679

34,941

59,330

224,323

Credit card

–

40,517

Business and government

55,128

13,433

17,762

10,829

16,124

43,989

105,146

63,416

26,207

352,034

Total loans

61,442

24,416

34,586

27,650

44,175

145,880

325,188

156,745

126,054

946,136

Allowance for loan losses

–

(7,811)

Loans, net of allowance for loan losses

61,442

24,416

34,586

27,650

44,175

145,880

325,188

156,745

118,243

938,325

Customers’ liability under acceptances

–

Investment in Schwab

–

10,031

Goodwill

–

18,700

Other intangibles

–

2,973

Land, buildings, equipment, and other depreciable

assets, and right-of-use assets

–

571

3,150

5,742

9,572

Deferred tax assets

–

4,719

Amounts receivable from brokers, dealers, and clients

32,307

–

32,307

Other assets

5,483

2,080

873

4,502

322

223

280

150

12,774

26,687

Total assets

344,744

86,105

76,700

55,070

73,120

201,767

492,064

369,784

267,827

1,967,181

Liabilities

Trading deposits

3,497

4,396

3,773

2,202

2,384

4,978

8,853

1,938

–

32,021

Derivatives

8,848

7,906

6,201

3,768

2,571

7,497

10,445

12,877

–

60,113

Securitization liabilities at fair value

391

916

327

700

2,610

8,124

5,279

–

18,382

Financial liabilities designated at

fair value through profit or loss

42,648

51,982

38,794

31,951

27,121

3,437

–

143

196,078

Deposits

4,5

Personal

16,095

25,885

33,402

16,275

16,730

15,800

15,759

490,695

630,649

Banks

10,163

9,011

2,414

12,169

36,239

Business and government

20,322

22,132

16,705

7,069

18,693

36,243

75,946

21,004

335,548

553,662

Total deposits

46,580

48,081

59,118

25,758

37,837

52,044

91,707

21,013

838,412

1,220,550

Acceptances

–

Obligations related to securities sold short

728

2,334

2,241

991

1,283

7,076

12,592

12,231

1,080

40,556

Obligations related to securities sold under repurchase

agreements

156,523

17,159

4,859

319

418

1,155

–

2,353

182,813

Securitization liabilities at amortized cost

–

672

724

825

437

1,429

5,044

3,243

–

12,374

Amounts payable to brokers, dealers, and clients

25,063

–

25,063

Insurance contract liabilities

371

456

477

376

351

1,013

1,650

704

945

6,343

Other liabilities

9,959

11,269

12,605

2,175

728

1,609

1,501

4,180

7,354

51,380

Subordinated notes and debentures

–

196

–

9,717

–

9,913

Equity

–

111,576

Total liabilities and equity

294,252

144,665

129,708

68,692

74,026

82,848

139,945

71,182

961,863

1,967,181

Off-balance sheet commitments

Credit and liquidity commitments

6,7

25,581

33,773

24,765

20,715

24,302

52,020

170,501

4,880

1,915

358,452

Other commitments

194

362

261

392

937

1,775

392

4,443

Unconsolidated structured entity commitments

–

331

292

100

1,084

–

1,837

Total off-balance sheet commitments

25,655

33,976

25,458

21,268

24,794

54,041

172,297

5,272

1,971

364,732

Amount has been recorded according to the remaining contractual maturity of the underlying security.

Certain contracts considered short-term are presented in ‘less than 1 month’ category.

Certain non-financial assets have been recorded as having ‘no specific maturity’.

As the timing of demand deposits and notice deposits is non-specific and callable by the depositor,

obligations have been included as having ‘no specific maturity’.

Includes $

billion of covered bonds with remaining contractual maturities of $

billion in ‘over 6 to 9 months’, $

billion in ‘over 9 months to 1 year’, $

billion in ‘over 1 to 2 years’,

billion in ‘over 2 to 5 years’, and $

billion in ‘over 5 years’.

Includes $

585

million in commitments to extend credit to private equity investments.

Commitments to extend credit exclude personal lines of credit and credit card lines, which are unconditionally cancellable

at the Bank’s discretion at any time.

Includes various purchase commitments as well as commitments for leases not yet commenced, and lease-related

payments

TD BANK GROUP • THIRD QUARTER 2024 •

REPORT TO SHAREHOLDERS

Page 43

TABLE 43: REMAINING CONTRACTUAL MATURITY

(continued)

(millions of Canadian dollars)

As at

October 31, 2023

Less than

1 to 3

3 to 6

6 to 9

9 months

Over 1 to

Over 2 to

Over

specific

1 month

months

to 1 year

2 years

5 years

maturity

Total

Assets

Cash and due from banks

6,721

–

6,721

Interest-bearing deposits with banks

91,966

559

–

5,823

98,348

Trading loans, securities, and other

4,328

6,329

5,170

3,008

4,569

13,226

27,298

25,677

62,485

152,090

Non-trading financial assets at fair value through

profit or loss

–

354

1,538

199

1,664

828

1,351

1,406

7,340

Derivatives

10,145

10,437

5,246

4,244

3,255

11,724

25,910

16,421

–

87,382

Financial assets designated at fair value through

profit or loss

374

496

375

695

324

838

1,470

1,246

–

5,818

Financial assets at fair value through other comprehensive

income

745

2,190

1,200

5,085

2,223

9,117

15,946

29,845

3,514

69,865

Debt securities at amortized cost, net of allowance

for credit losses

1,221

4,020

4,073

16,218

3,480

22,339

116,165

140,502

(2)

308,016

Securities purchased under reverse repurchase

agreements

124,253

33,110

29,068

7,381

7,298

955

506

–

1,762

204,333

Loans

Residential mortgages

1,603

2,616

5,860

10,575

14,181

57,254

168,475

59,733

320,341

Consumer instalment and other personal

894

1,580

2,334

3,830

5,974

27,166

85,487

34,183

56,106

217,554

Credit card

–

38,660

Business and government

37,656

10,058

13,850

14,886

16,964

42,460

96,952

67,190

26,512

326,528

Total loans

40,153

14,254

22,044

29,291

37,119

126,880

350,914

161,106

121,322

903,083

Allowance for loan losses

–

(7,136)

Loans, net of allowance for loan losses

40,153

14,254

22,044

29,291

37,119

126,880

350,914

161,106

114,186

895,947

Customers’ liability under acceptances

14,804

2,760

–

17,569

Investment in Schwab

–

8,907

Goodwill

–

18,602

Other intangibles

–

2,771

Land, buildings, equipment, other depreciable

assets, and right-of-use assets

–

573

3,153

5,593

9,434

Deferred tax assets

–

3,951

Amounts receivable from brokers, dealers, and clients

30,416

–

30,416

Other assets

5,267

1,869

5,619

208

194

137

129

14,124

27,629

Total assets

330,393

76,032

73,160

67,676

58,675

186,959

539,739

379,383

243,122

1,955,139

Liabilities

Trading deposits

1,272

1,684

5,278

4,029

4,153

6,510

6,712

1,342

–

30,980

Derivatives

9,068

9,236

4,560

3,875

2,559

8,345

16,589

17,408

–

71,640

Securitization liabilities at fair value

498

345

1,215

391

1,651

6,945

3,375

–

14,422

Financial liabilities designated at

fair value through profit or loss

48,197

30,477

37,961

42,792

32,473

112

–

118

192,130

Deposits

5,6

Personal

6,044

19,095

22,387

14,164

19,525

17,268

20,328

507,734

626,596

Banks

19,608

–

11,515

31,225

Business and government

25,663

16,407

24,487

11,819

9,658

33,723

74,300

19,652

324,660

540,369

Total deposits

51,315

35,570

46,903

25,983

29,183

50,991

94,632

19,704

843,909

1,198,190

Acceptances

14,804

2,760

–

17,569

Obligations related to securities sold short

135

1,566

1,336

1,603

1,309

5,471

19,991

11,971

1,279

44,661

Obligations related to securities sold under repurchase

agreements

146,559

10,059

6,607

457

1,142

150

–

1,834

166,854

Securitization liabilities at amortized cost

–

526

355

1,073

703

2,180

4,956

2,917

–

12,710

Amounts payable to brokers, dealers, and clients

30,872

–

30,872

Insurance contract liabilities

243

305

327

258

253

694

1,131

501

2,134

5,846

Other liabilities

11,923

9,808

7,986

1,276

1,198

918

1,979

4,226

8,260

47,574

Subordinated notes and debentures

–

196

–

9,424

–

9,620

Equity

–

112,071

Total liabilities and equity

314,390

102,489

111,663

82,561

73,364

77,218

152,981

70,868

969,605

1,955,139

Off-balance sheet commitments

Credit and liquidity commitments

7,8

22,242

24,178

26,399

21,450

22,088

47,826

166,891

5,265

1,487

337,826

Other commitments

109

279

214

197

204

889

1,364

424

3,753

Unconsolidated structured entity commitments

–

836

239

729

–

1,902

Total off-balance sheet commitments

22,351

25,293

26,616

21,886

22,387

49,444

168,255

5,689

1,560

343,481

Amount has been recorded according to the remaining contractual maturity of the underlying security.

Certain contracts considered short-term are presented in ‘less than 1 month’ category.

Certain non-financial assets have been recorded as having ‘no specific maturity’.

Balances as at October 31, 2023 have been restated for the adoption of IFRS 17. Refer to Note 2 of the Bank’s

third quarter 2024 Interim Consolidated Financial Statements for further

details.

As the timing of demand deposits and notice deposits is non-specific and callable by the depositor,

obligations have been included as having ‘no specific maturity’.

Includes $

billion of covered bonds with remaining contractual maturities of $

billion in ‘over 3 months to 6 months’, $

billion in ‘over 6 months to 9 months’, $

billion in ‘over 1 to

2 years’, $

billion in ‘over 2 to 5 years’, and $

billion in ‘over 5 years’.

Includes $

573

million in commitments to extend credit to private equity investments.

Commitments to extend credit exclude personal lines of credit and credit card lines, which are unconditionally cancellable

at the Bank’s discretion at any time.

Includes various purchase commitments as well as commitments for leases not yet commenced, and lease-related

payments.

TD BANK GROUP • THIRD QUARTER 2024 •

REPORT TO SHAREHOLDERS

Page 44

REGULATORY AND STANDARD SETTER DEVELOPMENTS CONCERNING ENVIRONMENTAL AND SOCIAL (E&S) RISK (INCLUDING

CLIMATE)

On March 7, 2023, OSFI issued Final Guideline

B-15: Climate Risk Management (Guideline

B-15), which sets out OSFI’s expectations

related to the management

and disclosure of climate-related risks and

opportunities. Subsequently, on March 20, 2024, OSFI released

updates to Guideline B-15 which align

disclosure

expectations with the International Sustainability

Standards Board’s final IFRS S2 Climate-related

Disclosures standard. Components of Guideline

B-15 are initially

effective for D-SIBs for fiscal year-end 2024, where

annual disclosures are required to be

made publicly available no later than 180 days

after fiscal year-end. The

Bank has completed its initial assessment

of Guideline B-15 and is working towards

implementing the requirements.

ISSB – IFRS S1 and IFRS S2

On June 26, 2023, the International Sustainability

Standards Board (ISSB) under the IFRS

Foundation, issued its first two sustainability

standards,

IFRS S1,

General Requirements for Disclosures of Sustainability-related

Financial Information

(S1) and IFRS S2,

Climate-related Disclosures

(S2). S1 sets out the

disclosure requirements for financially

material information about sustainability-related

risks and opportunities to meet investor

information needs, and S2

specifically sets the disclosure requirement

for climate-related risks and opportunities.

The effective date for the standards is subject

to Canadian jurisdiction’s

endorsement. The International Organization

of Securities Commissions has endorsed

IFRS S1 and S2 on July 23, 2023,

and is now calling its member

jurisdictions to consider ways they may

adopt or apply the ISSB standards. The Bank

is currently assessing the impact of adopting

these standards.

SECURITIZATION AND

OFF-BALANCE SHEET ARRANGEMENTS

The Bank enters into securitization and off-balance

sheet arrangements in the normal course of

operations. The Bank is involved with

structured entities (SEs) that

it sponsors, as well as entities sponsored

by third parties. Refer to “Securitization and

Off-Balance Sheet Arrangements”

section, Note 9: Transfers of Financial

Assets and Note 10: Structured Entities of

the Bank’s 2023 Annual Report for further details.

There have been no significant changes

to the Bank’s securitization

and off-balance sheet arrangements during the quarter

ended July 31, 2024.

Securitization of Third-Party Originated

Assets

Significant Unconsolidated Special Purpose

Entities

The Bank securitizes third-party originated

assets through Bank-sponsored SEs, including

its Canadian multi-seller conduits which are

not consolidated. These

Canadian multi-seller conduits securitize

Canadian originated third-party assets.

The Bank administers these multi-seller

conduits and provides liquidity facilities

well as securities distribution services; it

may also provide credit enhancements.

TD’s total potential exposure to loss through the

provision of liquidity facilities for

multi-seller conduits was $15.7 billion as

at July 31, 2024

(October 31, 2023 – $15.2 billion). As at

July 31, 2024, the Bank had funded exposure

of $13.8 billion

under such liquidity facilities relating

to outstanding issuances of asset-backed

commercial paper (October 31, 2023 – $13.3

billion).

ACCOUNTING POLICIES AND ESTIMATES

The Bank’s

unaudited Interim Consolidated Financial

Statements have been prepared in accordance

with IFRS. For details of the Bank’s

accounting policies under

IFRS, refer to Note 2 of the Bank’s third

quarter 2024 Interim Consolidated Financial

Statements and 2023 Annual

Consolidated Financial Statements. For

details

of the Bank’s significant accounting judgments,

estimates, and assumptions under IFRS,

refer to Note 3 of the Bank’s third quarter

2024 Interim Consolidated

Financial Statements and the Bank’s 2023

Annual Consolidated Financial Statements.

CURRENT CHANGES IN ACCOUNTING

POLICIES

The following new standard has been adopted

by the Bank on November 1, 2023.

Insurance Contracts

The IASB issued IFRS 17,

Insurance Contracts

(IFRS 17) which replaced the guidance

in IFRS 4,

Insurance Contracts

(IFRS 4) and became effective for annual

reporting periods beginning on or after

January 1, 2023, which was November 1, 2023

for the Bank. IFRS 17 establishes principles

for recognition, measurement,

presentation and disclosure of insurance

contracts.

Under IFRS 17, insurance contracts are

aggregated into groups which are measured

at the risk-adjusted present value of

cash flows in fulfilling the contracts.

Revenue is recognized as insurance services

are provided over the coverage period.

Losses are recognized immediately if

the contract group is expected to be

onerous. The liabilities presented by insurance

groups are

comprised of the liability for remaining

coverage (LRC) and the liability for incurred

claims (LIC) and are

reported as Insurance contract liabilities

on the Interim Consolidated Balance Sheet.

The LRC is the obligation to investigate

and pay claims that have not yet

occurred and includes the loss component related

to onerous contract groups.

The LIC is the estimate of claims incurred, including

claims that have occurred but

have not been reported, and related insurance

costs.

IFRS 17 introduces two measurement models

that are applicable to the Bank, the premium

allocation approach model (PAA) and the general measurement

model

(GMM). The Bank measures the majority of

its insurance contract groups using

the PAA,

which includes property and casualty contracts

as well as short-term life

and health contracts. The PAA is a simplified model applied to insurance

contracts that are either one year or less

or where the PAA approximates the GMM.

Contracts using the GMM are longer-term life

and health contracts. The LRC for insurance

contract groups using the PAA is measured as unearned premiums

less

deferred acquisition cash flows allocated

to the group. The LRC is adjusted for the

recognition of insurance revenue and amortization

of acquisition cash flows

reported in insurance service expenses

on a straight-line basis over the contractual

terms of the underlying insurance contracts,

usually twelve months. The LRC

for longer term contracts using the GMM

model is measured using estimates and

assumptions that reflect the timing

and uncertainty of insurance cash flows.

When a group of contracts is expected

to be onerous, a loss component (expected

loss related to fulfilling the related insurance

contracts) is established which

increases the LRC and insurance service expenses.

The loss component of the LRC is

subsequently recognized in income over

the contractual term of the

underlying insurance contracts to offset claims

incurred and related expenses.

The Bank measures the LIC at the present

value of current estimates of claims and related

costs for insurable events occurring at or

before the Interim

Consolidated Balance Sheet date. The LIC includes

a risk adjustment, which represents the

compensation the Bank requires for bearing

the uncertainty related to

non-financial risks

in its fulfilment of insurance contracts.

Expenses related to claims incurred

and related costs are reported in insurance

service expenses and

changes related to discounting the liability are

recorded as insurance finance income

or expenses in other income (loss).

Prior to the adoption of IFRS 17, these

expenses were recorded in insurance

claims and related expenses and non-interest

expenses.

TD BANK GROUP • THIRD QUARTER 2024 •

REPORT TO SHAREHOLDERS

Page 45

Reinsurance contracts held are recognized

and measured using the same principles

as insurance contracts issued. Reinsurance

contract assets are presented in

Other assets on the Interim Consolidated

Balance Sheet and the net results from

reinsurance contracts held are presented

in Other income (loss) on the Interim

Consolidated Statement of Income. Refer to

Note 14 of the Bank’s third quarter 2024 Interim

Consolidated Financial Statements for further

detail on the balances

and results of insurance and reinsurance

contracts.

The Bank initially applied IFRS 17 on

November 1, 2023 and restated the comparative

period. The Bank transitioned by primarily

applying the full retrospective

approach which resulted in the measurement

of insurance contracts as if IFRS 17

had always applied to them. The following

table sets out adjustments to the

Bank’s insurance-related balances reported under

IFRS 4 as at October 31, 2022 used to derive

the insurance contract liabilities and reinsurance

contract assets

recognized by the Bank as at November

1, 2022 under IFRS 17.

(millions of Canadian dollars)

Amount

Insurance-related liabilities

7,468

Other liabilities

131

Other assets

(2,361)

Net insurance-related balances as at October

31, 2022

5,238

Changes in actuarial assumptions, including

risk adjustment and discount factor

(192)

Recognition of losses on onerous contracts

113

Other adjustments

(93)

Net insurance-related balances as at

November 1, 2022

5,066

Insurance contract liabilities

5,761

Reinsurance contract assets

(695)

Net insurance-related balances as at

November 1, 2022

5,066

On November 1, 2022, IFRS 17 transition

adjustments resulted in a decrease

to the Bank’s deferred tax assets of $60 million

and an after-tax increase to retained

earnings of $112 million.

Upon the initial application of IFRS 17 on

November 1, 2023, the Bank applied transitional

guidance and reclassified certain securities

supporting insurance

operations to minimize accounting mismatches

arising from the application of the new discount

factor under IFRS 17. The transitional guidance

for such securities

is applicable for entities that previously used

IFRS 9,

Financial Instruments

(

IFRS 9

) and was applied without a restatement

of comparatives. The reclassification

resulted in a decrease to retained earnings

and an increase in accumulated other comprehensive

income of $10 million.

ACCOUNTING JUDGMENTS, ESTIMATES,

AND ASSUMPTIONS

The estimates used in the Bank’s accounting

policies are essential to understanding its

results of operations and financial condition.

Some of the Bank’s policies

require subjective, complex judgments

and estimates as they relate to matters

that are inherently uncertain. Changes in these

judgments or estimates and

changes to accounting standards and policies

could have a materially adverse impact

on the Bank’s Interim Consolidated Financial

Statements. The Bank has

established procedures to ensure that accounting

policies are applied consistently and that

the processes for changing methodologies,

determining estimates, and

adopting new accounting standards are well-controlled

and occur in an appropriate and systematic

manner.

Impairment – Expected Credit Loss Model

The ECL model requires the application of judgments,

estimates,

and assumptions in the assessment of the

current and forward-looking economic

environment.

There remains elevated economic uncertainty, and management

continues to exercise expert credit judgment

in assessing if an exposure has experienced

significant increase in credit risk since initial recognition

and in determining the amount of ECLs at

each reporting date. To the extent that certain effects are not

fully incorporated into the model calculations,

temporary quantitative and qualitative adjustments

have been applied.

Insurance Contracts

The assumptions used in establishing the Bank’s

insurance claims and policy benefit liabilities

are based on best estimates of possible

outcomes.

For property and casualty insurance

contracts, the ultimate cost of LIC is estimated

using a range of standard actuarial claims

projection techniques in

accordance with Canadian accepted actuarial

practices. Additional qualitative judgment

is used to assess the extent to which past

trends may or may not apply in

the future, in order to arrive at the estimated

ultimate claims cost amounts that present

the most likely outcome taking into account

all the uncertainties involved.

For life and health insurance contracts,

actuarial liabilities consider all future policy

cash flows, including premiums, claims,

and expenses required to administer

the policies. Critical assumptions used in

the measurement of life and health insurance

contract liabilities are determined by the appointed

actuary.

Further information on insurance risk assumptions

is provided in Note 14 of the Bank’s third quarter

2024 Interim Consolidated Financial Statements.

Interest Rate Benchmark Reform

As part of the interest rate benchmark

reform, the remaining tenors of the Canadian

Dollar Offered Rate (CDOR)

(one-month, two-month, and three-month)

have

ceased following a final publication on June 28,

Consistent with its transition plan, the

Bank’s exposure to financial instruments referencing

CDOR is no

longer significant to its Interim Consolidated

Financial Statements as at July 31, 2024.

For further details regarding interest rate benchmark

reform, refer to Note 3 of the Bank’s 2023

Annual Consolidated Financial

Statements.

TD BANK GROUP • THIRD QUARTER 2024 •

REPORT TO SHAREHOLDERS

Page 46

FUTURE CHANGES IN ACCOUNTING POLICIES

The following standard and amendments

have been issued, but are not yet effective on the

date of issuance of the Bank’s Interim

Consolidated Financial

Statements.

Presentation and Disclosure in Financial

Statements

In April 2024, the IASB issued IFRS 18,

Presentation and Disclosure in Financial

Statements

(IFRS 18), which replaces the guidance

in IAS 1,

Presentation of

Financial Statements

and sets out requirements for presentation

and disclosure of information, focusing

on providing relevant information to users

of the financial

statements. IFRS 18 focuses on the presentation

of financial performance in the statement of

profit or loss. It will be effective for the Bank’s annual

period

beginning November 1, 2027. Early application

is permitted. The Bank is currently assessing

the impact of adopting this standard.

Amendments to the Classification and Measurement

of Financial Instruments

In May 2024, the IASB issued

Amendments to the Classification

and Measurement of Financial Instruments,

which amended IFRS 9 and IFRS 7,

Financial

Instruments: Disclosures.

The amendments address matters identified

during the post-implementation review

of the classification and measurement

requirements

of IFRS 9. The amendments clarify how to assess

the contractual cash flow characteristics

of financial assets that include environmental,

social, and governance

linked features and other similar contingent

features. The amendments also clarify

the treatment of non-recourse assets and

contractually linked instruments.

Furthermore, the amendments clarify that a

financial liability is derecognized on

the settlement date and provide an accounting

policy choice to derecognize a

financial liability settled using an electronic payment

system before the settlement date if

certain conditions are met. Finally, the amendments introduce

additional

disclosure requirements for financial instruments

with contingent features and equity instruments

classified at fair value through other comprehensive

income

(FVOCI).

The amendments will be effective for the Bank’s annual

period beginning November 1, 2026. Early

adoption is permitted, with an option to early

adopt the

amendments for contingent features only. The Bank is required

to apply the amendments retrospectively, but is not required

to restate prior periods. The Bank is

currently assessing the impact of adopting

these amendments.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL

REPORTING

During the most recent interim period, there

have been no changes in the Bank’s policies and

procedures and other processes that

comprise its internal control

over financial reporting, that have materially affected,

or are reasonably likely to materially

affect, the Bank’s internal control over financial

reporting. Refer to

Note 2 and Note 3 of the Bank’s third quarter

2024 Interim Consolidated Financial Statements

for further information regarding the Bank’s changes

to accounting

policies, procedures, and estimates.

TD BANK GROUP • THIRD QUARTER 2024 •

REPORT TO SHAREHOLDERS

Page 47

GLOSSARY

Financial and Banking Terms

Adjusted Results:

Non-GAAP financial measures

used to assess each of 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. The

items of note relate to items which management

does not believe are indicative

of underlying business performance.

Allowance for Credit Losses:

Represent expected credit losses (ECLs)

financial assets, including any off-balance sheet

exposures, at

the balance sheet date. Allowance for credit

losses consists of Stage 3

allowance for impaired financial assets and

Stage 2 and Stage 1 allowance for

performing financial assets and off-balance sheet instruments.

The allowance is

increased by the provision for credit losses,

decreased by write-offs net of

recoveries and disposals,

and impacted by foreign exchange.

Amortized Cost:

The amount at which a financial asset or

financial liability is

measured at initial recognition minus principal

repayments, plus or minus the

cumulative amortization, using EIRM, of any

differences between the initial

amount and the maturity amount, and

minus any reduction for impairment.

Assets under Administration (AUA):

Assets that are beneficially owned by

customers where the Bank provides services

of an administrative nature, such

as the collection of investment income and

the placing of trades on behalf of the

clients (where the client has made his or

her own investment selection). The

majority of these assets are not reported on

the Bank’s Consolidated Balance

Sheet.

Assets under Management (AUM):

Assets that are beneficially owned by

customers, managed by the Bank, where

the Bank has discretion to make

investment selections on behalf of the

client (in accordance with an investment

policy). In addition to the TD family of mutual

funds, the Bank manages assets

on behalf of individuals, pension funds, corporations,

institutions, endowments

and foundations. These assets are not reported

on the Bank’s Consolidated

Balance Sheet. Some assets under management

that are also administered by

the Bank are included in assets under administration.

Asset-Backed Commercial Paper (ABCP):

A form of commercial paper that is

collateralized by other financial assets.

Institutional investors usually purchase

such instruments in order to diversify their assets

and generate short-term

gains.

Asset-Backed Securities (ABS):

A security whose value and income

payments are derived from and collateralized

(or “backed”) by a specified pool

of underlying assets.

Average Common Equity:

Average common equity for the business

segments

reflects the 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.

Average Interest-Earning Assets:

A non-GAAP financial measure that depicts

the Bank’s financial position, and is calculated

as the average carrying value of

deposits with banks, loans and securities based

on daily balances for the period

ending October 31 in each fiscal year.

Basic Earnings per Share (EPS)

: A performance measure calculated by

dividing net income attributable to common

shareholders by the weighted

average number of common shares outstanding

for the period. Adjusted basic

EPS is calculated in the same manner using

adjusted net income.

Basis Points

(bps):

A unit equal to 1/100 of 1%. Thus, a 1%

change is equal to

100 basis points.

Book Value per Share:

A measure calculated by dividing common

shareholders’

equity by number of common shares at

the end of the period.

Carrying Value:

The value at which an asset or liability

is carried at on the

Consolidated Balance Sheet.

Collateralized Mortgage Obligation (CMO):

They are collateralized debt

obligations consisting of mortgage-backed

securities that are separated and

issued as different classes of mortgage pass-through

securities with different

terms, interest rates, and risks. CMOs by private

issuers are collectively

referred to as non-agency CMOs.

Common Equity Tier 1 (CET1) Capital:

This is a primary Basel III capital

measure comprised mainly of common equity, retained earnings and

qualifying

non-controlling interest in subsidiaries. Regulatory

deductions made to arrive

at the CET1 Capital include goodwill

and intangibles, unconsolidated

investments in banking, financial, and insurance

entities, deferred tax assets,

defined benefit pension fund assets, and

shortfalls in allowances.

Common Equity Tier 1 (CET1) Capital Ratio:

CET1 Capital ratio represents

the predominant measure of capital adequacy

under Basel III

and equals CET1 Capital divided by RWA.

Compound Annual Growth Rate (CAGR):

A measure of growth over multiple

time periods from the initial investment

value to the ending investment value

assuming that the investment has been

compounding over the time period.

Credit Valuation Adjustment (CVA):

CVA represents a capital charge that

measures credit risk due to default of derivative

counterparties. This charge

requires banks to capitalize for the potential

changes in counterparty credit

spread for the derivative portfolios.

Diluted EPS

: A performance measure calculated by

dividing net income

attributable to common shareholders by the

weighted average number of

common shares outstanding adjusting for the

effect of all potentially dilutive

common shares. Adjusted diluted EPS is

calculated in the same manner using

adjusted net income.

Dividend Payout Ratio

: A ratio represents the percentage of

Bank’s earnings

being paid to common shareholders in

the form of dividends and is calculated

by dividing common dividends by net income

available to common

shareholders. Adjusted dividend payout ratio

is calculated in the same manner

using adjusted net income.

Dividend Yield:

A ratio calculated as the dividend per

common share for the

year divided by the daily average closing

stock price during the year.

Effective Income Tax Rate:

A rate and performance indicator calculated

dividing the provision for income taxes as a percentage

of net income before

taxes. Adjusted effective income tax rate is calculated

in the same manner

using adjusted results.

Effective Interest Rate (EIR):

The rate that discounts expected future cash

flows for the expected life of the financial instrument

to its carrying value. The

calculation takes into account the contractual

interest rate, along with any fees

or incremental costs that are directly attributable

to the instrument and all other

premiums or discounts.

Effective Interest Rate Method (EIRM):

A technique for calculating the actual

interest rate in a period based on the amount

of a financial instrument’s book

value at the beginning of the accounting period.

Under EIRM, the effective

interest rate, which is a key component of

the calculation, discounts the

expected future cash inflows and outflows expected

over the life of a financial

instrument.

Efficiency Ratio:

The efficiency ratio measures operating efficiency and

calculated by taking the non-interest expenses

as a percentage of total

revenue. A lower ratio indicates a more efficient

business operation. Adjusted

efficiency ratio, net of insurance service expenses

(ISE) is calculated by

dividing adjusted non-interest expenses

by adjusted total revenue, net of ISE.

Management believes presenting efficiency ratio

net of ISE is aligned with

industry reporting and allows for better assessment

of operating results.

TD BANK GROUP • THIRD QUARTER 2024 •

REPORT TO SHAREHOLDERS

Page 48

Enhanced Disclosure Task Force (EDTF):

Established by the Financial

Stability Board in May 2012, comprised of

banks, analysts, investors, and

auditors, with the goal of enhancing the risk

disclosures of banks and other

financial institutions.

Expected Credit Losses (ECLs):

ECLs are the probability-weighted present

value of expected cash shortfalls over

the remaining expected life of the

financial instrument and considers reasonable

and supportable information

about past events, current conditions, and forecasts

of future events and

economic conditions that impact the Bank’s

credit risk assessment.

Fair Value:

The price that would be received to sell an

asset or paid to transfer

a liability in an orderly transaction between

market participants at the

measurement date, under current market conditions.

Fair value through other comprehensive

income (FVOCI):

Under IFRS 9, if

the asset passes the contractual cash

flows test (named SPPI), the business

model assessment determines how the instrument

is classified. If the instrument

is being held to collect contractual cash flows,

that is, if it is not expected to be

sold, it is measured as amortized cost. If the

business model for the instrument

is to both collect contractual cash flows and

potentially sell the asset, it is

measured at FVOCI.

Fair value through profit or loss (FVTPL):

Under IFRS 9, the classification is

dependent on two tests, a contractual

cash flow test (named SPPI) and a

business model assessment. Unless the

asset meets the requirements of both

tests, it is measured at fair value with all

changes in fair value reported in profit

or loss.

Federal Deposit Insurance Corporation

(FDIC):

A U.S. government

corporation which provides deposit insurance

guaranteeing the safety of a

depositor’s accounts in member banks.

The FDIC also examines and

supervises certain financial institutions for

safety and soundness, performs

certain consumer-protection functions, and

manages banks in receivership

(failed banks).

Forward Contracts:

Over-the-counter contracts between two parties

that oblige

one party to the contract to buy and the other

party to sell an asset for a fixed

price at a future date.

Futures:

Exchange-traded contracts to buy or

sell a security at a predetermined

price on a specified future date.

Hedging:

A risk management technique intended

to mitigate the Bank’s

exposure to fluctuations in interest rates,

foreign currency exchange rates, or

other market factors. The elimination or

reduction of such exposure is

accomplished by engaging in capital markets

activities to establish offsetting

positions.

Impaired Loans:

Loans where, in management’s opinion,

there has been a

deterioration of credit quality to the extent

that the Bank no longer has

reasonable assurance as to the timely collection

of the full amount of principal

and interest.

Loss Given Default (LGD):

It is the amount of the loss the Bank

would likely

incur when a borrower defaults on a loan,

which is expressed as a percentage

of exposure at default.

Mark-to-Market (MTM):

A valuation that reflects current market rates

as at the

balance sheet date for financial instruments

that are carried at fair value.

Master Netting Agreements:

Legal agreements between two parties

that have

multiple derivative contracts with each other

that provide for the net settlement

of all contracts through a single payment, in

a single currency, in the event of

default or termination of any one contract.

Net Corporate Expenses:

Non-interest expenses related to corporate

service

and control groups which are not allocated to a

business segment.

Net Interest Margin:

A non-GAAP ratio calculated as net interest

income as a

percentage of average interest-earning assets

to measure performance. This

metric is an indicator of the profitability of

the Bank’s earning assets less the

cost of funding. Adjusted net interest

margin is calculated in the same manner

using adjusted net interest income.

Non-Viability Contingent Capital (NVCC):

Instruments (preferred shares and

subordinated debt) that contain a feature or

a provision that allows the financial

institution to either permanently convert these

instruments into common shares

or fully write-down the instrument, in the event

that the institution is no longer

viable.

Notional:

A reference amount on which payments

for derivative financial

instruments are based.

Office of the Superintendent of Financial

Institutions Canada (OSFI):

The

regulator of Canadian federally chartered

financial institutions and federally

administered pension plans.

Options:

Contracts in which the writer of the option grants

the buyer the future

right, but not the obligation, to buy or to sell a

security, exchange rate, interest

rate, or other financial instrument or commodity

at a predetermined price at or

by a specified future date.

Price-Earnings Ratio

ratio calculated by dividing the closing

share price by

EPS based on a trailing four quarters to indicate

market performance. Adjusted

price-earnings ratio is calculated in the

same manner using adjusted EPS.

Probability of Default (PD):

It is the likelihood that a borrower will not

be able

to meet its scheduled repayments.

Provision for Credit Losses (PCL):

Amount added to the allowance for credit

losses to bring it to a level that management

considers adequate to reflect

expected credit-related losses on its

portfolio.

Return on Common Equity (ROE):

The consolidated Bank ROE is calculated

as net income available to common shareholders

as a percentage of average

common shareholders’

equity,

utilized in assessing the Bank’s use of equity.

ROE for the business segments is calculated

as the segment net income

attributable to common shareholders as a percentage

of average allocated

capital. Adjusted ROE is calculated in

the same manner using adjusted net

income.

Return on Risk-weighted Assets:

Net income available to common

shareholders as a percentage of average risk-weighted

assets.

Return on Tangible Common Equity (ROTCE):

A non-GAAP financial

measure 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

Tangible common

equity. Adjusted ROTCE is calculated in the same manner using

adjusted net

income.

Both measures can be utilized in assessing

the Bank’s use of equity.

Risk-Weighted Assets (RWA):

Assets calculated by applying a regulatory

risk-weight factor to on and off-balance sheet

exposures. The risk-weight

factors are established by the OSFI to

convert on and off-balance sheet

exposures to a comparable risk level.

Securitization:

The process by which financial assets,

mainly loans, are

transferred to structures,

which normally issue a series of asset-backed

securities to investors to fund the purchase

of loans.

Solely Payments of Principal and Interest

(SPPI):

IFRS 9 requires that the

following criteria be met in order for a financial

instrument to be classified at

amortized cost:

●

The entity’s business model relates to managing

financial assets (such as

bank trading activity), and, as such, an asset

is held with the intention of

collecting its contractual cash flows;

and

●

An asset’s contractual cash flows represent SPPI.

TD BANK GROUP • THIRD QUARTER 2024 •

REPORT TO SHAREHOLDERS

Page 49

Swaps:

Contracts that involve the exchange of fixed

and floating interest rate

payment obligations and currencies on a notional

principal for a specified period

of time.

Tangible common equity (TCE):

A non-GAAP financial measure calculated

common shareholders’ equity less goodwill,

imputed goodwill, and intangibles

on an investment in Schwab and TD

Ameritrade and other acquired intangible

assets, net of related deferred tax liabilities.

It can be utilized in assessing the

Bank’s use of equity.

Taxable Equivalent Basis (TEB):

A calculation method (not defined in GAAP)

that increases revenues and the provision

for income taxes on certain tax-

exempt securities to an equivalent before-tax

basis to facilitate comparison of

net interest income from both taxable and

tax-exempt sources.

Tier 1 Capital Ratio:

Tier 1 Capital represents the more permanent

forms of

capital, consisting primarily of common

shareholders’

equity, retained earnings,

preferred shares and innovative instruments.

Tier 1 Capital ratio is calculated as

Tier 1 Capital divided by RWA.

Total Capital Ratio:

Total Capital is defined as the total of net Tier 1 and Tier 2

Capital. Total Capital ratio is calculated as Total Capital divided by RWA.

Total Shareholder Return (TSR):

The total return earned on an investment

TD’s common shares. The return measures the

change in shareholder value,

assuming dividends paid are reinvested in

additional shares.

Trading-Related Revenue:

A non-GAAP financial measure that is

the total of

trading income (loss), net interest income

on trading positions, and income

(loss) from financial instruments designated

at FVTPL that are managed within a

trading portfolio. Trading-related revenue (TEB) in the

Wholesale Banking

segment is also a non-GAAP financial measure

and is calculated in the same

manner, including TEB adjustments. Both are used for

measuring trading

performance.

Value-at-Risk (VaR):

A metric used to monitor and control overall

risk levels

and to calculate the regulatory capital required

for market risk in trading

activities. VaR measures the adverse impact that potential changes

in market

rates and prices could have on the value

of a portfolio over a specified period of

time.

TD BANK GROUP • THIRD QUARTER 2024 •

REPORT TO SHAREHOLDERS

Page 50

INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

INTERIM CONSOLIDATED BALANCE

SHEET

(unaudited)

(As at and in millions of Canadian dollars)

July 31, 2024

October 31, 2023

ASSETS

Cash and due from banks

7,245

6,721

Interest-bearing deposits with banks

92,151

98,348

99,396

105,069

Trading loans, securities, and other

(Note 4)

173,175

152,090

Non-trading financial assets at fair value through profit or

loss

(Note 4)

5,600

7,340

Derivatives

(Note 4)

69,827

87,382

Financial assets designated at fair value through profit or

loss

(Note 4)

5,771

5,818

Financial assets at fair value through other comprehensive income

(Note 4)

75,841

69,865

330,214

322,495

Debt securities at amortized cost, net of allowance for

credit losses (Notes 4, 5)

281,320

308,016

Securities purchased under reverse repurchase agreements

212,918

204,333

Loans (Notes 4, 6)

Residential mortgages

329,262

320,341

Consumer instalment and other personal

224,323

217,554

Credit card

40,517

38,660

Business and government

352,034

326,528

946,136

903,083

Allowance for loan losses

(Note 6)

(7,811)

(7,136)

Loans, net of allowance for loan losses

938,325

895,947

Other

Customers’ liability under acceptances

(Note 6)

17,569

Investment in Schwab

(Note 7)

10,031

8,907

Goodwill

18,700

18,602

Other intangibles

2,973

2,771

Land, buildings, equipment, other depreciable assets and

right-of-use assets

9,572

9,434

Deferred tax assets

4,719

3,951

Amounts receivable from brokers, dealers, and clients

32,307

30,416

Other assets

(Note 9)

26,687

27,629

105,008

119,279

Total assets

1,967,181

1,955,139

LIABILITIES

Trading deposits

(Notes 4, 10)

32,021

30,980

Derivatives

(Note 4)

60,113

71,640

Securitization liabilities at fair value

(Note 4)

18,382

14,422

Financial liabilities designated at fair value through

profit or loss

(Notes 4, 10)

196,078

192,130

306,594

309,172

Deposits (Notes 4, 10)

Personal

630,649

626,596

Banks

36,239

31,225

Business and government

553,662

540,369

1,220,550

1,198,190

Other

Acceptances

(Note 6)

17,569

Obligations related to securities sold short

(Note 4)

40,556

44,661

Obligations related to securities sold under repurchase agreements

182,813

166,854

Securitization liabilities at amortized cost

(Note 4)

12,374

12,710

Amounts payable to brokers, dealers, and clients

25,063

30,872

Insurance contract liabilities

(Note 14)

6,343

5,846

Other liabilities

(Note 11)

51,380

47,574

318,548

326,086

Subordinated notes and debentures (Notes 4, 12)

9,913

9,620

Total liabilities

1,855,605

1,843,068

EQUITY

Shareholders’ Equity

Common shares

(Note 13)

25,222

25,434

Preferred shares and other equity instruments

(Note 13)

10,888

10,853

Treasury – common shares

(Note 13)

(35)

(64)

Treasury – preferred shares and other

equity instruments

(Note 13)

(17)

(65)

Contributed surplus

187

155

Retained earnings

69,316

73,008

Accumulated other comprehensive income (loss)

6,015

2,750

Total equity

111,576

112,071

Total liabilities and equity

1,967,181

1,955,139

Balances as at October 31, 2023 have been restated for the adoption of IFRS 17,

Insurance Contracts

(IFRS 17). Refer to Note 2 for details.

The accompanying Notes are an integral part of these Interim Consolidated Financial Statements.

TD BANK GROUP • THIRD QUARTER 2024 •

REPORT TO SHAREHOLDERS

Page 51

INTERIM CONSOLIDATED STATEMENT OF INCOME (LOSS)

(unaudited)

(millions of Canadian dollars, except

as noted)

For the three months ended

For the nine months ended

July 31

2024

2023

2024

2023

Interest income

(Note 21)

Loans

13,821

11,517

39,970

32,054

Reverse repurchase agreements

2,960

2,660

8,812

6,575

Securities

Interest

5,112

4,987

15,510

13,788

Dividends

564

591

1,792

1,741

Deposits with banks

1,349

1,180

3,531

4,140

23,806

20,935

69,615

58,298

Interest expense (Note 21)

Deposits

12,072

10,257

35,046

27,094

Securitization liabilities

265

232

781

662

Subordinated notes and debentures

119

117

312

333

Repurchase agreements and short sales

3,447

2,790

10,042

7,091

Other

324

250

902

668

16,227

13,646

47,083

35,848

Net interest income

7,579

7,289

22,532

22,450

Non-interest income

Investment and securities services

1,859

1,693

5,476

4,769

Credit fees

447

467

1,510

1,324

Trading income (loss)

1,124

700

2,793

1,667

Service charges

652

641

1,963

1,890

Card services

752

697

2,217

2,178

Insurance revenue

1,782

1,611

5,123

4,667

Other income (loss)

(19)

(184)

(1,433)

6,597

5,625

19,177

15,062

Total revenue

14,176

12,914

41,709

37,512

Provision for (recovery of) credit losses

(Note 6)

1,072

766

3,144

2,055

Insurance service expenses

1,669

1,386

4,283

3,668

Non-interest expenses

Salaries and employee benefits

4,089

4,005

12,653

11,646

Occupancy, including depreciation

463

460

1,405

1,339

Technology and equipment, including depreciation

672

605

1,926

1,688

Amortization of other intangibles

173

175

526

487

Communication and marketing

366

335

1,085

1,034

Restructuring charges

(Note 19)

110

–

566

–

Brokerage-related and sub-advisory fees

124

125

379

328

Professional, advisory and outside services

765

589

1,985

1,787

Other

(Note 19)

4,250

1,065

6,918

3,918

11,012

7,359

27,443

22,227

Income before income taxes and share

of net income from investment

in Schwab

423

3,403

6,839

9,562

Provision for (recovery of) income taxes

794

704

2,157

2,502

Share of net income from investment

in Schwab (Note 7)

190

182

525

708

Net income (loss)

(181)

2,881

5,207

7,768

Preferred dividends and distributions

on other equity instruments

333

367

Net income (loss) attributable to common

shareholders

(250)

2,807

4,874

7,401

Earnings (loss) per share

(Canadian dollars)

(Note 18)

Basic

(0.14)

1.53

2.77

4.05

Diluted

(0.14)

1.53

2.76

4.04

Dividends per common share

(Canadian dollars)

1.02

0.96

3.06

2.88

Includes $

21,552

million and $

62,710

million, for the three and nine months ended July 31, 2024, respectively (three and nine months ended July

31, 2023 – $

18,743

million and

52,420

million, respectively), which have been calculated based on the effective interest

rate method (EIRM).

Amounts for the three and nine months ended July 31, 2023 have been restated for the adoption of IFRS 17. Refer

to Note 2 for details.

The accompanying Notes are an integral part of these Interim Consolidated Financial Statements.

TD BANK GROUP • THIRD QUARTER 2024 •

REPORT TO SHAREHOLDERS

Page 52

INTERIM CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (LOSS)

(unaudited)

(millions of Canadian dollars)

For the three months ended

For the nine months ended

July 31

2024

2023

2024

2023

Net income (loss)

(181)

2,881

5,207

7,768

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)

141

(19)

438

391

Reclassification to earnings of net loss/(gain)

(7)

(16)

(10)

Changes in allowance for credit losses recognized

in earnings

–

(1)

Income taxes relating to:

Change in unrealized gain/(loss)

(35)

(108)

(104)

Reclassification to earnings of net loss/(gain)

102

(2)

321

283

Net change in unrealized foreign currency

translation gain/(loss) on

investments in foreign operations, net

of hedging activities

Unrealized gain/(loss)

294

(2,984)

(531)

(3,507)

Reclassification to earnings of net loss/(gain)

–

Net gain/(loss) on hedges

(200)

1,656

266

1,744

Reclassification to earnings of net loss/(gain)

on hedges

–

(17)

–

(15)

Income taxes relating to:

Net gain/(loss) on hedges

(461)

(78)

(770)

Reclassification to earnings of net loss/(gain)

on hedges

–

148

(1,789)

(343)

(2,533)

Net change in gain/(loss) on derivatives

designated as cash flow hedges

Change in gain/(loss)

2,729

(4,821)

2,487

(1,069)

Reclassification to earnings of loss/(gain)

(546)

2,884

648

1,821

Income taxes relating to:

Change in gain/(loss)

(747)

1,299

(687)

388

Reclassification to earnings of loss/(gain)

157

(825)

(173)

(503)

1,593

(1,463)

2,275

637

Share of other comprehensive income (loss)

from investment in Schwab

(224)

852

476

Items that will not be subsequently reclassified

to net income

Remeasurement gain/(loss) on employee

benefit plans

Gain/(loss)

323

(135)

(88)

Income taxes

(90)

(19)

233

(97)

(80)

Change in net unrealized gain/(loss)

on equity securities designated at

fair value through other comprehensive income

Change in net unrealized gain/(loss)

(60)

147

185

(10)

Income taxes

(29)

(47)

(42)

118

138

(9)

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)

(18)

(146)

Income taxes

(8)

(13)

(107)

Total other comprehensive income (loss)

2,082

(3,470)

3,312

(1,333)

Total comprehensive income (loss)

1,901

(589)

8,519

6,435

Attributable to:

Common shareholders

1,832

(663)

8,186

6,068

Preferred shareholders and other equity instrument

holders

333

367

Amounts for the three and nine months ended July 31, 2023

have been restated for the adoption of IFRS 17. Refer to Note 2 for details.

The accompanying Notes are an integral part of these Interim Consolidated Financial Statements.

TD BANK GROUP • THIRD QUARTER 2024 •

REPORT TO SHAREHOLDERS

Page 53

INTERIM CONSOLIDATED STATEMENT

OF CHANGES IN EQUITY

(unaudited)

(millions of Canadian dollars)

For the three months ended

For the nine months ended

July 31, 2024

July 31, 2023

July 31, 2024

July 31, 2023

Common shares (Note 13)

Balance at beginning of period

25,257

25,852

25,434

24,363

Proceeds from shares issued on exercise of stock options

Shares issued as a result of dividend reinvestment plan

129

175

398

1,593

Purchase of shares for cancellation and other

(190)

(200)

(702)

(200)

Balance at end of period

25,222

25,833

25,222

25,833

Preferred shares and other equity instruments (Note 13)

Balance at beginning of period

10,503

11,253

10,853

11,253

Issuance of shares and other equity instruments

1,335

–

1,335

–

Redemption of shares and other equity instruments

(950)

–

(1,300)

–

Balance at end of period

10,888

11,253

10,888

11,253

Treasury – common shares (Note 13)

Balance at beginning of period

(24)

(99)

(64)

(91)

Purchase of shares

(2,745)

(1,965)

(7,995)

(6,016)

Sale of shares

2,734

2,064

8,024

6,107

Balance at end of period

(35)

–

(35)

–

Treasury – preferred shares and other equity instruments (Note 13)

Balance at beginning of period

(8)

(10)

(65)

(7)

Purchase of shares and other equity instruments

(147)

(46)

(398)

(372)

Sale of shares and other equity instruments

138

446

368

Balance at end of period

(17)

(11)

(17)

(11)

Contributed surplus

Balance at beginning of period

184

161

155

179

Net premium (discount) on sale of treasury instruments

(3)

Issuance of stock options, net of options exercised

Other

–

(2)

(23)

Balance at end of period

187

195

187

195

Retained earnings

Balance at beginning of period

71,904

74,915

73,008

73,698

Impact on adoption of IFRS 17

–

112

Impact of reclassification of securities supporting insurance operations

related to the adoption of IFRS 17

–

(10)

–

Net income (loss) attributable to equity instrument holders

(181)

2,881

5,207

7,768

Common dividends

(1,779)

(1,758)

(5,381)

(5,258)

Preferred dividends and distributions on other equity instruments

(69)

(74)

(333)

(367)

Share and other equity instrument issue expenses

(7)

–

(7)

–

Net premium on repurchase of common shares and redemption of preferred shares and other

equity instruments

(Note 13)

(871)

(981)

(3,301)

(981)

Remeasurement gain/(loss) on employee benefit plans

233

(97)

(80)

Realized gain/(loss) on equity securities designated at fair value through

other comprehensive income

(243)

(249)

Balance at end of period

69,316

74,643

69,316

74,643

Accumulated other comprehensive income (loss)

Net unrealized gain/(loss) on financial assets at fair value through other comprehensive income:

Balance at beginning of period

(194)

(191)

(413)

(476)

Impact of reclassification of securities supporting insurance operations

related to the adoption of IFRS 17

–

Other comprehensive income (loss)

102

(2)

312

284

Allowance for credit losses

–

(1)

Balance at end of period

(92)

(193)

(92)

(193)

Net unrealized gain/(loss) on equity securities designated at fair value through

other comprehensive income:

Balance at beginning of period

(104)

(127)

Other comprehensive income (loss)

(125)

224

(258)

Reclassification of loss/(gain) to retained earnings

(86)

243

(86)

249

Balance at end of period

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

(38)

(16)

(38)

Other comprehensive income (loss)

(13)

(107)

Balance at end of period

(16)

(29)

(16)

(29)

Net unrealized foreign currency translation gain/(loss) on investments in foreign

operations, net of hedging activities:

Balance at beginning of period

12,186

11,304

12,677

12,048

Other comprehensive income (loss)

148

(1,789)

(343)

(2,533)

Balance at end of period

12,334

9,515

12,334

9,515

Net gain/(loss) on derivatives designated as cash flow hedges:

Balance at beginning of period

(4,790)

(3,617)

(5,472)

(5,717)

Other comprehensive income (loss)

1,593

(1,463)

2,275

637

Balance at end of period

(3,197)

(5,080)

(3,197)

(5,080)

Share of accumulated other comprehensive income (loss) from investment in Schwab

(3,025)

(3,492)

(3,025)

(3,492)

Total accumulated other comprehensive income

6,015

735

6,015

735

Total equity

111,576

112,648

111,576

112,648

Amounts have been restated for the adoption of IFRS 17 as at and for the three and nine months ended July 31,

Refer to Note 2 for details.

Refer to Note 2 for details on the adoption of IFRS 17.

The accompanying Notes are an integral part of these Interim Consolidated Financial Statements.

TD BANK GROUP • THIRD QUARTER 2024 •

REPORT TO SHAREHOLDERS

Page 54

INTERIM CONSOLIDATED STATEMENT

OF CASH FLOWS

(unaudited)

(millions of Canadian dollars)

For the three months ended

For the nine months ended

July 31

2024

2023

2024

2023

Cash flows from (used in) operating activities

Net income (loss)

(181)

2,881

5,207

7,768

Adjustments to determine net cash flows from (used in)

operating activities

Provision for (recovery of) credit losses

(Note 6)

1,072

766

3,144

2,055

Depreciation

319

321

957

919

Amortization of other intangibles

173

175

526

487

Net securities loss/(gain)

(Note 5)

(7)

Share of net income from investment in Schwab

(Note 7)

(190)

(182)

(525)

(708)

Deferred taxes

(175)

(285)

(972)

(986)

Changes in operating assets and liabilities

Interest receivable and payable

(Notes 9, 11)

320

690

515

Securities sold under repurchase agreements

(9,426)

16,751

15,959

33,688

Securities purchased under reverse repurchase agreements

(7,196)

(3,441)

(8,585)

(39,057)

Securities sold short

2,411

(3,643)

(4,105)

(2,229)

Trading loans, securities, and other

(6,829)

(1,066)

(21,085)

(11,847)

Loans net of securitization and sales

(11,261)

(18,950)

(45,550)

(38,765)

Deposits

17,579

(26,627)

23,401

(66,837)

Derivatives

2,734

3,566

6,028

5,461

Non-trading financial assets at fair value through profit or

loss

683

1,740

3,368

Financial assets and liabilities designated at fair value through

profit or loss

8,127

(18,077)

3,995

20,000

Securitization liabilities

522

345

3,624

249

Current taxes

434

273

954

2,378

Brokers, dealers, and clients amounts receivable and

payable

(5,433)

(1,658)

(7,700)

(8,495)

Other, including unrealized foreign currency

translation loss/(gain)

(2,965)

17,338

(2,513)

12,168

Net cash from (used in) operating activities

(9,926)

(30,801)

(24,757)

(79,820)

Cash flows from (used in) financing activities

Issuance of subordinated notes and debentures

(Note 12)

–

1,750

–

Redemption or repurchase of subordinated notes and

debentures

(1,483)

(14)

(1,525)

Common shares issued, net

Repurchase of common shares

(Note 13)

(1,061)

(1,181)

(4,003)

(1,181)

Preferred shares and other equity instruments issued,

net

(Note 13)

1,328

–

1,328

–

Redemption of preferred shares and other equity instruments

(Note 13)

(950)

–

(1,300)

–

Sale of treasury shares and other equity instruments

(Note 13)

2,869

2,135

8,485

6,493

Purchase of treasury shares and other equity instruments

(Note 13)

(2,892)

(2,011)

(8,393)

(6,388)

Dividends paid on shares and distributions paid on other equity

instruments

(1,719)

(2,908)

(5,316)

(4,032)

Repayment of lease liabilities

(181)

(160)

(506)

(480)

Net cash from (used in) financing activities

(4,065)

(4,134)

(9,397)

(5,484)

Cash flows from (used in) investing activities

Interest-bearing deposits with banks

(4,202)

19,634

6,040

54,494

Activities in financial assets at fair value through other comprehensive

income

Purchases

(8,236)

(4,715)

(21,862)

(20,045)

Proceeds from maturities

7,875

4,794

16,320

14,009

Proceeds from sales

1,935

1,987

3,050

4,809

Activities in debt securities at amortized cost

Purchases

(2,723)

(3,761)

(8,423)

(21,851)

Proceeds from maturities

20,695

18,207

38,227

42,853

Proceeds from sales

139

105

2,745

11,975

Net purchases of land, buildings, equipment, other depreciable

assets, and other intangibles

(568)

(514)

(1,464)

(1,290)

Net cash acquired from (paid for) divestitures and acquisitions

–

(122)

(624)

Net cash from (used in) investing activities

14,915

35,615

34,703

84,330

Effect of exchange rate changes on cash and

due from banks

(134)

(25)

(162)

Net increase (decrease) in cash and due from banks

937

546

524

(1,136)

Cash and due from banks at beginning of period

6,308

6,874

6,721

8,556

Cash and due from banks at end of period

7,245

7,420

7,245

7,420

Supplementary disclosure of cash flows from operating

activities

Amount of income taxes paid (refunded) during the period

868

632

3,039

2,000

Amount of interest paid during the period

15,838

13,338

46,248

33,986

Amount of interest received during the period

23,173

20,039

67,678

55,210

Amount of dividends received during the period

703

617

2,062

1,734

Amounts for the three and nine months ended July 31, 2023

have been restated for the adoption of IFRS 17. Refer to Note 2 for details.

The accompanying Notes are an integral part of these Interim Consolidated Financial Statements.

TD BANK GROUP • THIRD QUARTER 2024 •

REPORT TO SHAREHOLDERS

Page 55

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

NOTE 1: NATURE OF OPERATIONS

CORPORATE INFORMATION

The Toronto-Dominion Bank is a bank chartered under the

Bank Act (Canada)

. The shareholders of a bank are not, as

shareholders, liable for any liability, act, or

default of the bank except as otherwise provided

under the

Bank Act (Canada)

. The Toronto-Dominion Bank and its subsidiaries are collectively known

TD Bank Group (“TD” or the “Bank”). The Bank

was formed through the amalgamation on

February 1, 1955,

of The Bank of Toronto (chartered in 1855) and The

Dominion Bank (chartered in 1869). The Bank

is incorporated and domiciled in Canada

with its registered and principal business

offices located at 66 Wellington

Street West, Toronto, Ontario. TD serves customers in four business segments

operating in a number of locations in key

financial centres around the globe:

Canadian Personal and Commercial

Banking, U.S. Retail, Wealth Management and

Insurance, and Wholesale Banking.

BASIS OF PREPARATION

The accompanying Interim Consolidated

Financial Statements and accounting principles

followed by the Bank have been prepared in

accordance with

International Financial Reporting Standards

(IFRS), as issued by the International

Accounting Standards Board (IASB), including

the accounting requirements of

the Office of the Superintendent of Financial Institutions

Canada (OSFI).

The Interim Consolidated Financial Statements

are presented in Canadian dollars, unless

otherwise indicated.

These Interim Consolidated Financial Statements

were prepared on a condensed basis in accordance

with International Accounting Standard 34,

Interim

Financial Reporting

using the accounting policies as described

in Note 2 of the Bank’s 2023 Annual Consolidated

Financial Statements and in Note 2 of this report.

Certain comparative amounts have

been revised to conform with the presentation

adopted in the current period.

The preparation of the Interim Consolidated

Financial Statements requires that management

make judgments, estimates, and assumptions

regarding the

reported amount of assets, liabilities, revenue

and expenses, and disclosure of contingent

assets and liabilities, as further described

in Note 3 of the Bank’s 2023

Annual Consolidated Financial Statements

and in Note 3 of this report. Accordingly, actual results may differ from estimated

amounts as future confirming events

occur.

The Bank’s Interim Consolidated Financial Statements

have been prepared using uniform accounting

policies for like transactions and events

in similar

circumstances. All intercompany transactions,

balances,

and unrealized gains and losses on

transactions are eliminated on consolidation.

The Interim Consolidated Financial Statements

for the three and nine months ended July 31,

2024, were approved and authorized

for issue by the Bank’s

Board of Directors, in accordance with a

recommendation of the Audit Committee, on

August 21,

2024.

As the Interim Consolidated Financial Statements

do not include all of the disclosures normally

provided in the Annual Consolidated Financial

Statements, they

should be read in conjunction with the Bank’s 2023

Annual Consolidated Financial Statements and

the accompanying Notes, and the shaded

sections of the 2023

Management’s Discussion and Analysis (MD&A).

The risk management policies and procedures

of the Bank are provided in the MD&A.

The shaded sections of

the “Managing Risk” section of the MD&A in

this report,

relating to market, liquidity, and insurance risks, are an integral

part of these Interim Consolidated Financial

Statements, as permitted by IFRS.

NOTE 2: CURRENT AND FUTURE

CHANGES IN ACCOUNTING POLICIES

CURRENT CHANGES IN ACCOUNTING

POLICIES

The following new standard has been adopted

by the Bank on November 1, 2023.

Insurance Contracts

The IASB issued IFRS 17 which replaced

the guidance in IFRS 4,

Insurance Contracts

(IFRS 4) and became effective for annual

reporting periods beginning on or

after January 1, 2023, which was November

1, 2023 for the Bank. IFRS 17 establishes

principles for recognition, measurement,

presentation and disclosure of

insurance contracts.

Under IFRS 17, insurance contracts are

aggregated into groups which are measured

at the risk-adjusted present value of

cash flows in fulfilling the contracts.

Revenue is recognized as insurance services

are provided over the coverage period.

Losses are recognized immediately if

the contract group is expected to be

onerous. The liabilities presented by insurance

groups are

comprised of the liability for remaining

coverage (LRC) and the liability for incurred

claims (LIC) and are

reported as Insurance contract liabilities

on the Interim Consolidated Balance Sheet.

The LRC is the obligation to investigate and

pay claims that have not yet

occurred and includes the loss component related

to onerous contract groups.

The LIC is the estimate of claims incurred, including

claims that have occurred but

have not been reported, and related insurance

costs.

IFRS 17 introduces two measurement models

that are applicable to the Bank, the premium

allocation approach model (PAA) and the general measurement

model

(GMM). The Bank measures the majority of

its insurance contract groups using

the PAA,

which includes property and casualty contracts

as well as short-term life

and health contracts. The PAA is a simplified model applied to insurance

contracts that are either one year or less

or where the PAA approximates the GMM.

Contracts using the GMM are longer-term life

and health contracts. The LRC for insurance

contract groups using the PAA is measured as unearned premiums

less

deferred acquisition cash flows allocated

to the group. The LRC is adjusted for the

recognition of insurance revenue and amortization

of acquisition cash flows

reported in insurance service expenses

on a straight-line basis over the contractual

terms of the underlying insurance contracts,

usually twelve months. The LRC

for longer term contracts using the GMM

model is measured using estimates and

assumptions that reflect the timing

and uncertainty of insurance cash flows.

When a group of contracts is expected

to be onerous, a loss component (expected

loss related to fulfilling the related insurance

contracts) is established which

increases the LRC and insurance service expenses.

The loss component of the LRC is

subsequently recognized in income over

the contractual term of the

underlying insurance contracts to offset claims

incurred and related expenses.

The Bank measures the LIC at the present

value of current estimates of claims and related

costs for insurable events occurring at or

before the Interim

Consolidated Balance Sheet date. The LIC

includes a risk adjustment, which represents

the compensation the Bank requires for bearing

the uncertainty related to

non-financial risks

in its fulfilment of insurance contracts.

Expenses related to claims incurred

and related costs are reported in insurance

service expenses and

changes related to discounting the liability are

recorded as insurance finance income

or expenses in other income (loss).

Prior to the adoption of IFRS 17, these

expenses were recorded in insurance

claims and related expenses and non-interest

expenses.

TD BANK GROUP • THIRD QUARTER 2024 •

REPORT TO SHAREHOLDERS

Page 56

Reinsurance contracts held are recognized

and measured using the same principles as insurance

contracts issued. Reinsurance contract

assets are presented in

Other assets on the Interim Consolidated Balance

Sheet and the net results from reinsurance

contracts held are presented in Other income

(loss) on the Interim

Consolidated Statement of Income. Refer to

Note 14 for further detail on the balances and

results of insurance and reinsurance contracts.

The Bank initially applied IFRS 17 on

November 1, 2023 and restated the comparative

period. The Bank transitioned by primarily

applying the full retrospective

approach which resulted in the measurement

of insurance contracts as if IFRS 17

had always applied to them.

The following table sets out adjustments

to the

Bank’s insurance-related balances reported under

IFRS 4 as at October 31, 2022 used to derive

the insurance contract liabilities and reinsurance

contract assets

recognized by the Bank as at November

1, 2022 under IFRS 17.

(millions of Canadian dollars)

Amount

Insurance-related liabilities

7,468

Other liabilities

131

Other assets

(2,361)

Net insurance-related balances as at October

31, 2022

5,238

Changes in actuarial assumptions, including

risk adjustment and discount factor

(192)

Recognition of losses on onerous contracts

113

Other adjustments

(93)

Net insurance-related balances as at

November 1, 2022

5,066

Insurance contract liabilities

5,761

Reinsurance contract assets

(695)

Net insurance-related balances as at

November 1, 2022

5,066

On November 1, 2022, IFRS 17 transition

adjustments resulted in a decrease

to the Bank’s deferred tax assets of $

million and an after-tax increase to retained

earnings of $

112

million.

Upon the initial application of IFRS 17 on

November 1, 2023, the Bank applied transitional

guidance and reclassified certain securities

supporting insurance

operations to minimize accounting mismatches

arising from the application of the new discount

factor under IFRS 17. The transitional guidance

for such securities

is applicable for entities that previously used

IFRS 9,

Financial Instruments

(IFRS 9) and was applied without

a restatement of comparatives. The reclassification

resulted in a decrease to retained earnings

and an increase in accumulated other comprehensive

income (AOCI) of $

million.

FUTURE CHANGES IN ACCOUNTING

POLICIES

The following standard and amendments

have been issued, but are not yet effective on the

date of issuance of the Bank’s Interim

Consolidated Financial

Statements.

Presentation and Disclosure in Financial

Statements

In April 2024, the IASB issued IFRS 18,

Presentation and Disclosure in Financial

Statements

(IFRS 18), which replaces the guidance

in IAS 1,

Presentation of

Financial Statements

and sets out requirements for presentation

and disclosure of information, focusing

on providing relevant information to users

of the financial

statements. IFRS 18 focuses on the presentation

of financial performance in the statement of

profit or loss. It will be effective for the Bank’s annual

period

beginning November 1, 2027. Early application

is permitted. The Bank is currently assessing

the impact of adopting this standard.

Amendments to the Classification and Measurement

of Financial Instruments

In May 2024, the IASB issued

Amendments to the Classification

and Measurement of Financial Instruments,

which amended IFRS 9 and IFRS 7,

Financial

Instruments: Disclosures.

The amendments address matters identified

during the post-implementation review

of the classification and measurement

requirements

of IFRS 9. The amendments clarify how to assess

the contractual cash flow characteristics

of financial assets that include environmental,

social, and governance

linked features and other similar contingent

features. The amendments also clarify

the treatment of non-recourse assets and

contractually linked instruments.

Furthermore, the amendments clarify that a

financial liability is derecognized on

the settlement date and provide an accounting

policy choice to derecognize a

financial liability settled using an electronic payment

system before the settlement date if

certain conditions are met. Finally, the amendments introduce

additional

disclosure requirements for financial instruments

with contingent features and equity instruments

classified at fair value through other comprehensive

income

(FVOCI).

The amendments will be effective for the Bank’s annual

period beginning November 1, 2026. Early

adoption is permitted, with an option to early

adopt the

amendments for contingent features only. The Bank is required

to apply the amendments retrospectively, but is not required

to restate prior periods. The Bank is

currently assessing the impact of adopting

these amendments.

NOTE 3: SIGNIFICANT ACCOUNTING JUDGMENTS,

ESTIMATES, AND ASSUMPTIONS

The estimates used in the Bank’s accounting policies

are essential to understanding its results

of operations and financial condition. Some

of the Bank’s policies

require subjective, complex judgments and

estimates as they relate to matters

that are inherently uncertain. Changes in these judgments

or estimates and

changes to accounting standards and policies

could have a material impact on the Bank’s

Interim Consolidated Financial Statements.

The Bank has established

procedures to ensure that accounting policies

are applied consistently and that the processes

for changing methodologies, determining

estimates, and adopting

new accounting standards are well-controlled

and occur in an appropriate and systematic

manner. Refer to Note 3 of the Bank’s 2023 Annual Consolidated

Financial Statements for a description of

significant accounting judgments, estimates,

and assumptions.

Impairment – Expected Credit Loss Model

The expected credit loss (ECL) model requires

the application of judgments, estimates,

and assumptions in the assessment of the

current and forward-looking

economic environment. There remains elevated

economic uncertainty, and management continues to exercise

expert credit judgment in assessing if an

exposure

has experienced significant increase in credit

risk since initial recognition and in determining

the amount of ECLs at each reporting date.

To the extent that certain

effects are not fully incorporated into the model

calculations, temporary quantitative and qualitative

adjustments have been applied.

TD BANK GROUP • THIRD QUARTER 2024 •

REPORT TO SHAREHOLDERS

Page 57

Insurance Contracts

The assumptions used in establishing the Bank’s

insurance claims and policy benefit liabilities

are based on best estimates of possible outcomes.

For property and casualty insurance

contracts,

the ultimate cost of LIC is estimated using

a range of standard actuarial claims projection

techniques in

accordance with Canadian accepted actuarial

practices. Additional qualitative judgment

is used to assess the extent to which past

trends may or may not apply in

the future, in order to arrive at the estimated

ultimate claims cost amounts that present

the most likely outcome taking into account

all the uncertainties involved.

For life and health insurance contracts,

actuarial liabilities consider all future policy

cash flows, including premiums, claims,

and expenses required to administer

the policies. Critical assumptions used in

the measurement of life and health insurance

contract liabilities are determined by the appointed

actuary.

Further information on insurance risk assumptions

is provided in Note 14.

Interest Rate Benchmark Reform

As part of the interest rate benchmark

reform, the remaining tenors of the Canadian

Dollar Offered Rate (CDOR)

(one-month, two-month, and three-month)

have

ceased following a final publication on June 28,

Consistent with its transition plan, the

Bank’s exposure to financial instruments referencing

CDOR is no

longer significant to its Interim Consolidated

Financial Statements as at July 31, 2024.

For further details regarding interest rate benchmark

reform, refer to Note 3 of the Bank’s 2023 Annual

Consolidated Financial Statements.

NOTE 4: FAIR VALUE MEASUREMENTS

There have been no significant changes to

the Bank’s approach and methodologies used

to determine fair value measurements for

the three and nine months

ended July 31, 2024.

(a)

FAIR VALUE OF FINANCIAL ASSETS AND LIABILITIES NOT CARRIED AT FAIR VALUE

The following table reflects the fair value

of the Bank’s financial assets and liabilities not

carried at fair value.

Financial Assets and Liabilities not carried

at Fair Value

(millions of Canadian dollars)

As at

July 31, 2024

October 31, 2023

Carrying

Fair

Carrying

Fair

value

FINANCIAL ASSETS

Debt securities at amortized cost, net of allowance

for credit losses

Government and government-related

securities

212,557

207,852

232,093

222,699

Other debt securities

68,763

67,172

75,923

72,511

Total debt securities at amortized cost, net of allowance for credit losses

281,320

275,024

308,016

295,210

Total loans, net of allowance for loan losses

938,325

934,103

895,947

877,763

Total financial assets not carried at fair value

1,219,645

1,209,127

1,203,963

1,172,973

FINANCIAL LIABILITIES

Deposits

1,220,550

1,217,476

1,198,190

1,188,585

Securitization liabilities at amortized

cost

12,374

12,084

12,710

12,035

Subordinated notes and debentures

9,913

9,930

9,620

9,389

Total financial liabilities not carried at fair value

1,242,837

1,239,490

1,220,520

1,210,009

This table excludes financial assets and liabilities where the carrying value approximates their fair value.

TD BANK GROUP • THIRD QUARTER 2024 •

REPORT TO SHAREHOLDERS

Page 58

(b)

FAIR VALUE HIERARCHY

The following table presents the levels within

the fair value hierarchy for each of the assets

and liabilities measured at fair value on a

recurring basis as at

July 31, 2024 and October 31, 2023.

Fair Value Hierarchy for Assets and Liabilities Measured at Fair Value on a Recurring Basis

(millions of Canadian dollars)

As at

July 31, 2024

October 31, 2023

Level 1

Level 2

Level 3

Total

Level 1

Level 2

Level 3

Total

FINANCIAL ASSETS AND COMMODITIES

Trading loans, securities, and other

Government and government-related securities

Canadian government debt

Federal

743

8,032

–

8,775

9,073

–

9,145

Provinces

–

7,360

–

7,360

–

7,445

–

7,445

U.S. federal, state, municipal governments,

and agencies debt

172

19,872

–

20,044

24,325

24,394

Other OECD

government-guaranteed debt

–

8,773

–

8,773

–

8,811

–

8,811

Mortgage-backed securities

–

1,482

–

1,482

–

1,698

–

1,698

Other debt securities

Canadian issuers

–

6,447

6,448

–

6,067

6,072

Other issuers

–

14,902

14,904

–

14,553

14,613

Equity securities

71,384

71,437

54,186

54,237

Trading loans

–

20,781

–

20,781

–

17,261

–

17,261

Commodities

12,279

890

–

13,169

7,620

791

–

8,411

Retained interests

–

84,578

88,589

173,175

61,880

90,068

142

152,090

Non-trading financial assets at fair value

through profit or loss

Securities

298

1,351

1,196

2,845

269

2,596

980

3,845

Loans

–

2,755

–

2,755

–

3,495

–

3,495

298

4,106

1,196

5,600

269

6,091

980

7,340

Derivatives

Interest rate contracts

15,942

15,947

22,893

–

22,910

Foreign exchange contracts

43,947

44,028

57,380

57,413

Credit contracts

–

Equity contracts

6,010

–

6,080

4,839

–

4,897

Commodity contracts

604

3,111

3,724

306

1,787

2,108

733

69,058

69,827

407

86,953

87,382

Financial assets designated at

fair value through profit or loss

Securities

–

5,771

–

5,771

–

5,818

–

5,818

–

5,771

–

5,771

–

5,818

–

5,818

Financial assets at fair value through other

comprehensive income

Government and government-related securities

Canadian government debt

Federal

–

18,320

–

18,320

–

18,210

–

18,210

Provinces

–

21,330

–

21,330

–

19,940

–

19,940

U.S. federal, state, municipal governments,

and agencies debt

–

17,742

–

17,742

–

11,002

–

11,002

Other OECD government-guaranteed debt

–

1,709

–

1,709

–

1,498

–

1,498

Mortgage-backed securities

–

2,186

–

2,186

–

2,277

–

2,277

Other debt securities

Asset-backed securities

–

1,483

–

1,483

–

4,114

–

4,114

Corporate and other debt

–

9,444

9,455

–

8,863

8,890

Equity securities

1,037

2,419

3,457

1,133

2,377

3,513

Loans

–

159

–

159

–

421

–

421

1,037

72,374

2,430

75,841

1,133

66,328

2,404

69,865

Securities purchased under reverse

repurchase agreements

–

10,438

–

10,438

–

9,649

–

9,649

FINANCIAL LIABILITIES

Trading deposits

–

31,297

724

32,021

–

29,995

985

30,980

Derivatives

Interest rate contracts

–

11,070

161

11,231

21,064

126

21,206

Foreign exchange contracts

37,059

37,131

44,841

44,873

Credit contracts

–

852

–

852

–

172

–

172

Equity contracts

–

6,977

7,000

3,251

3,279

Commodity contracts

487

3,403

3,899

248

1,846

2,110

529

59,361

223

60,113

290

71,174

176

71,640

Securitization liabilities at fair value

–

18,382

–

18,382

–

14,422

–

14,422

Financial liabilities designated at fair value

through profit or loss

–

196,069

196,078

–

192,108

192,130

Obligations related to securities sold short

1,658

38,898

–

40,556

1,329

43,332

–

44,661

Obligations related to securities sold

under repurchase agreements

–

13,612

–

13,612

–

12,641

–

12,641

Balances reflect the reduction of securities owned (long positions) by the amount of identical securities sold but

not yet purchased (short positions).

Organisation for Economic Cooperation

and Development (OECD).

(c)

TRANSFERS BETWEEN FAIR VALUE HIERARCHY LEVELS FOR ASSETS

AND LIABILITIES MEASURED AT FAIR VALUE ON A RECURRING BASIS

The Bank’s policy is to record transfers of assets

and liabilities between the different levels of

the fair value hierarchy using the fair values as

at the end of each

reporting period.

There were no significant transfers between

Level 1 and Level 2 during the three and

nine months ended July 31, 2024 and July

31, 2023.

There were no significant transfers between

Level 2 and Level 3 during the three and

nine months ended July 31, 2024 and July

31, 2023.

There were no significant changes to the unobservable

inputs and sensitivities for assets and liabilities

classified as Level 3 during the three and nine

months

ended July 31, 2024, and July 31, 2023.

TD BANK GROUP • THIRD QUARTER 2024 •

REPORT TO SHAREHOLDERS

Page 59

(d)

RECONCILIATION OF CHANGES IN FAIR VALUE FOR LEVEL 3 ASSETS AND LIABILITIES

The following tables set out changes in fair

value of all assets and liabilities measured

at fair value using significant Level 3 unobservable

inputs for the three and

nine months ended July 31, 2024 and July

31, 2023.

Reconciliation of Changes in Fair Value for Level 3 Assets and Liabilities

(millions of Canadian dollars)

Change in

unrealized

Fair

Total realized and

Fair

gains

value as at

unrealized gains (losses)

Movements

Transfers

value as at

(losses) on

May 1

Included

Purchases/

Sales/

Into

Out of

July 31

instruments

2024

in income

in OCI

3,4

Issuances

Settlements

Level 3

2024

still held

FINANCIAL ASSETS

Trading loans, securities,

and other

Government and government-

related securities

–

Other debt securities

–

(1)

(27)

–

Equity securities

–

(5)

–

(6)

(27)

–

Non-trading financial

assets at fair value

through profit or loss

Securities

1,150

–

(22)

–

1,196

1,150

–

(22)

–

1,196

Financial assets at fair value

through other

comprehensive income

Other debt securities

–

(3)

–

Equity securities

2,307

–

132

(23)

–

2,419

2,321

–

132

(26)

–

2,430

FINANCIAL LIABILITIES

Trading deposits

(910)

(18)

–

(24)

213

–

(724)

(12)

Derivatives

Interest rate contracts

(148)

(22)

–

(160)

(14)

Foreign exchange contracts

(7)

–

(5)

(4)

(1)

Equity contracts

(23)

–

(23)

(2)

Commodity contracts

–

(15)

–

(172)

(11)

–

(2)

(5)

(187)

(17)

Financial liabilities designated

at fair value

through profit or loss

(74)

112

–

(77)

–

(9)

112

Change in

unrealized

Fair

Total realized and

Fair

gains

value as at

unrealized gains (losses)

Movements

Transfers

value as at

(losses) on

November 1

Included

Purchases/

Sales/

Into

Out of

July 31

instruments

2023

in income

in OCI

Issuances

Settlements

Level 3

2024

still held

FINANCIAL ASSETS

Trading loans, securities,

and other

Government and government-

related securities

–

(67)

–

Other debt securities

–

(86)

(76)

–

Equity securities

(1)

–

(7)

–

142

–

(160)

(76)

–

Non-trading financial

assets at fair value

through profit or loss

Securities

980

–

165

(37)

–

(1)

1,196

980

–

165

(37)

–

(1)

1,196

Financial assets at fair value

through other

comprehensive income

Other debt securities

–

(4)

(15)

–

Equity securities

2,377

–

(9)

260

(209)

–

2,419

(10)

2,404

–

(13)

263

(224)

–

2,430

(10)

FINANCIAL LIABILITIES

Trading deposits

(985)

(8)

–

(98)

331

–

(724)

(10)

Derivatives

Interest rate contracts

(126)

(63)

–

(160)

(36)

Foreign exchange contracts

(6)

–

(11)

(4)

–

Equity contracts

(21)

(1)

–

(1)

(23)

(3)

Commodity contracts

(1)

–

(4)

–

(5)

(154)

(56)

–

(12)

(187)

(44)

Financial liabilities designated

at fair value through profit

or loss

(22)

113

–

(210)

110

–

(9)

112

Includes foreign exchange.

Gains/losses on financial assets and liabilities are recognized within Non-interest Income on the Interim Consolidated

Statement

of Income.

Other comprehensive income.

Includes realized gains/losses transferred to retained earnings on disposal of equities designated at FVOCI. Refer

to Note 5 for further details.

Changes in unrealized gains/losses on financial assets at FVOCI are recognized in AOCI.

Issuances and repurchases of trading deposits are reported on a gross basis.

Consists of derivative assets of $

million (April 30, 2024/May 1, 2024 – $

million; October 31, 2023/November 1, 2023 – $

million) and derivative liabilities of $

223

million

(April 30, 2024/May 1, 2024 – $

192

million; October 31, 2023/November 1, 2023 – $

176

million) which have been netted in this table for presentation purposes only.

TD BANK GROUP • THIRD QUARTER 2024 •

REPORT TO SHAREHOLDERS

Page 60

Reconciliation of Changes in Fair Value for Level 3 Assets and Liabilities

(millions of Canadian dollars)

Change in

unrealized

Fair

Total realized and

Fair

gains

value as at

unrealized gains (losses)

Movements

Transfers

value as at

(losses) on

May 1

Included

Purchases/

Sales/

Into

Out of

July 31

instruments

2023

in income

in OCI

Issuances

Settlements

Level 3

2023

still held

FINANCIAL ASSETS

Trading loans, securities,

and other

Government and government-

related securities

–

Other debt securities

–

(13)

–

(5)

Equity securities

–

(24)

–

(37)

–

(5)

Non-trading financial

assets at fair value

through profit or loss

Securities

1,001

(52)

–

(3)

–

983

(20)

1,001

(52)

–

(3)

–

983

(20)

Financial assets at fair value

through other

comprehensive income

Other debt securities

–

(4)

–

Equity securities

3,685

–

(295)

(1,144)

–

2,249

(6)

3,746

–

(293)

(1,148)

–

2,308

(6)

FINANCIAL LIABILITIES

Trading deposits

(592)

(9)

–

(211)

(1)

(795)

(4)

Derivatives

Interest rate contracts

(169)

–

(142)

Foreign exchange contracts

(2)

–

(1)

Equity contracts

(27)

–

(10)

–

(12)

(47)

(1)

Commodity contracts

(2)

(8)

–

(197)

–

(1)

(11)

(187)

Financial liabilities designated

at fair value

through profit or loss

(49)

(166)

–

(202)

310

–

(107)

(167)

Change in

unrealized

Fair

Total realized and

Fair

gains

value as at

unrealized gains (losses)

Movements

Transfers

value as at

(losses) on

November 1

Included

Purchases/

Sales/

Into

Out of

July 31

instruments

2022

in income

in OCI

Issuances

Settlements

Level 3

2023

still held

FINANCIAL ASSETS

Trading loans, securities,

and other

Government and government-

related securities

–

Other debt securities

–

(72)

(32)

(28)

Equity securities

–

(2)

–

(29)

–

(101)

(32)

(28)

Non-trading financial

assets at fair value

through profit or loss

Securities

845

–

158

(51)

–

983

845

–

158

(51)

–

983

Financial assets at fair value

through other

comprehensive income

Other debt securities

–

(6)

(16)

–

Equity securities

2,477

–

(506)

2,096

(1,818)

–

2,249

(8)

2,537

–

(512)

2,117

(1,834)

–

2,308

(8)

FINANCIAL LIABILITIES

Trading deposits

(416)

(38)

–

(359)

(10)

(795)

(28)

Derivatives

Interest rate contracts

(156)

(16)

–

(142)

Foreign exchange contracts

(6)

–

(1)

Equity contracts

(59)

–

(17)

(2)

(40)

(47)

Commodity contracts

–

(56)

–

(1)

(184)

–

(43)

(3)

(38)

(187)

Financial liabilities designated

at fair value

through profit or loss

(44)

(96)

–

(389)

422

–

(107)

(95)

Includes foreign exchange.

Gains/losses on financial assets and liabilities are recognized within Non-interest Income on the Interim Consolidated

Statement of Income.

Includes realized gains/losses transferred to retained earnings on disposal of equities designated at FVOCI. Refer

to Note 5 for further details.

Changes in unrealized gains/losses on financial assets at FVOCI are recognized in AOCI.

Issuances and repurchases of trading deposits are reported on a gross basis.

Consists of derivative assets of $

million (April 30, 2023/May 1, 2023 – $

million; October 31, 2022/November 1, 2022 – $

million) and derivative liabilities of $

201

million

(April 30, 2023/May 1, 2023 – $

217

million; October 31, 2022/November 1, 2022 – $

234

million) which have been netted in this table for presentation purposes only.

TD BANK GROUP • THIRD QUARTER 2024 •

REPORT TO SHAREHOLDERS

Page 61

NOTE 5: SECURITIES

(a)

UNREALIZED SECURITIES GAINS (LOSSES)

The following table summarizes the unrealized

gains and losses as at July 31, 2024 and

October 31, 2023.

Unrealized Gains (Losses) for Securities

at Fair Value Through Other Comprehensive Income

(millions of Canadian dollars)

As at

July 31, 2024

October 31, 2023

Cost/

Gross

Cost/

Gross

amortized

unrealized

Fair

amortized

unrealized

Fair

cost

gains

(losses)

value

cost

gains

(losses)

value

Government and government-related

securities

Canadian government debt

Federal

18,393

(103)

18,320

18,335

(170)

18,210

Provinces

21,295

(51)

21,330

19,953

105

(118)

19,940

U.S. federal, state, municipal governments, and

agencies debt

17,849

(138)

17,742

11,260

(275)

11,002

Other OECD government-guaranteed debt

1,720

(12)

1,709

1,521

(24)

1,498

Mortgage-backed securities

2,179

(4)

2,186

2,313

–

(36)

2,277

61,436

159

(308)

61,287

53,382

168

(623)

52,927

Other debt securities

Asset-backed securities

1,488

(8)

1,483

4,146

–

(32)

4,114

Corporate and other debt

9,423

(38)

9,455

8,946

(99)

8,890

10,911

(46)

10,938

13,092

(131)

13,004

Total debt securities

72,347

232

(354)

72,225

66,474

211

(754)

65,931

Equity securities

Common shares

2,873

147

(76)

2,944

3,191

(116)

3,170

Preferred shares

643

(157)

513

566

(224)

343

3,516

174

(233)

3,457

3,757

(340)

3,513

Total securities at fair value through

other comprehensive income

75,863

406

(587)

75,682

70,231

307

(1,094)

69,444

Includes the foreign exchange translation of amortized cost balances at the period-end spot rate.

(b)

EQUITY SECURITIES DESIGNATED AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME

The Bank designated certain equity securities

at FVOCI.

The following table summarizes the fair

value of equity securities designated at

FVOCI as at

July 31, 2024 and October 31, 2023, and dividend

income recognized on these securities

for the three and nine months ended July 31,

2024 and July 31, 2023.

Equity Securities Designated at Fair Value Through

Other Comprehensive Income

(millions of Canadian dollars)

As at

For the three months ended

For the nine months ended

July 31, 2024

October 31, 2023

July 31, 2024

July 31, 2023

July 31, 2024

July 31, 2023

Fair value

Dividend income recognized

Common shares

2,944

3,170

106

100

Preferred shares

513

343

115

Total

3,457

3,513

221

199

The Bank disposed of certain equity securities

in line with the Bank’s investment strategy

and disposed of Federal Home Loan Bank (FHLB)

stocks in accordance

with FHLB member stockholding requirements,

as follows:

Equity Securities Net Realized Gains

(Losses)

(millions of Canadian dollars)

For the three months ended

For the nine months ended

July 31, 2024

July 31, 2023

July 31, 2024

July 31, 2023

Equity Securities

Fair value

480

595

204

Cumulative realized gain/(loss)

118

–

117

(8)

FHLB Stock

Fair value

–

717

163

1,354

Cumulative realized gain/(loss)

–

Includes disposal of the Bank’s holdings in First Horizon Corporation common shares.

(c)

DEBT SECURITIES NET REALIZED GAINS

(LOSSES)

The following table summarizes

the net realized gains and losses for the

three and nine months ended July 31, 2024 and

July 31, 2023, which are included in

Other income (loss) on the Interim Consolidated

Statement of Income.

Debt Securities Net Realized Gains (Losses)

(millions of Canadian dollars)

For the three months ended

For the nine months ended

July 31, 2024

July 31, 2023

July 31, 2024

July 31, 2023

Debt securities at amortized cost

–

(22)

(69)

(58)

Debt securities at fair value through other

comprehensive income

(4)

Total

(26)

(53)

(48)

TD BANK GROUP • THIRD QUARTER 2024 •

REPORT TO SHAREHOLDERS

Page 62

(d)

CREDIT QUALITY OF DEBT SECURITIES

The Bank evaluates non-retail credit risk

on an individual borrower basis, using both

a borrower risk rating (BRR) and facility

risk rating, as detailed in the shaded

area of the “Managing Risk” section of the 2023

MD&A. This system is used to assess all non-retail

exposures, including debt securities.

The following table provides the gross carrying

amounts of debt securities measured at amortized

cost and debt securities at FVOCI by internal

risk rating for credit

risk management

purposes, presenting separately those

debt securities that are subject to Stage

1, Stage 2, and Stage 3 allowances. Refer

to the “Allowance for

Credit Losses” table in Note 6 for details regarding

the allowance and provision for credit losses

on debt securities.

Debt Securities by Risk Rating

(millions of Canadian dollars)

As at

July 31, 2024

October 31, 2023

Stage 1

Stage 2

Stage 3

Total

Stage 1

Stage 2

Stage 3

Total

Debt securities

Investment grade

353,172

–

n/a

353,172

373,317

–

n/a

373,317

Non-investment grade

222

n/a

301

519

–

n/a

519

Watch and classified

n/a

113

n/a

113

Default

n/a

–

n/a

–

Total debt securities

353,394

154

–

353,548

373,836

113

–

373,949

Allowance for credit losses on debt securities

at amortized cost

–

Total debt securities, net of

allowance

353,391

154

–

353,545

373,834

113

–

373,947

Includes debt securities backed by government-guaranteed loans of $

124

million (October 31, 2023 – $

104

million), which are reported in Non-investment grade or a lower risk rating

based on the issuer’s credit risk.

Not applicable.

As at July 31, 2024, total debt securities, net

of allowance,

in the table above, include debt securities

measured at amortized cost, net of allowance,

281,320

million (October 31, 2023 – $

308,016

million), and debt securities measured at

FVOCI of $

72,225

million (October 31, 2023 – $

65,931

million). The

difference between probability-weighted ECLs

and base ECLs on debt securities at

FVOCI and at amortized cost as at both

July 31, 2024 and October 31, 2023,

was insignificant.

NOTE 6: LOANS, IMPAIRED LOANS, AND ALLOWANCE FOR CREDIT LOSSES

(a)

LOANS AND ACCEPTANCES

The following table provides details regarding

the Bank’s loans and acceptances as at July

31, 2024 and October 31, 2023.

Loans and Acceptances

(millions of Canadian dollars)

As at

July 31, 2024

October 31, 2023

Residential mortgages

329,262

320,341

Consumer instalment and other personal

224,323

217,554

Credit card

40,517

38,660

Business and government

352,034

326,528

946,136

903,083

Customers’ liability under acceptances

17,569

Loans at FVOCI

(Note 4)

159

421

Total loans

and acceptances

946,314

921,073

Total allowance for loan losses

7,811

7,136

Total loans

and acceptances, net of allowance

938,503

913,937

Business and government loans (including

loans at FVOCI) and customers’ liability

under acceptances are grouped together

as reflected below for presentation in

the “Loans and Acceptances by Risk Ratings”

table.

Loans and Acceptances

– Business and Government

(millions of Canadian dollars)

As at

July 31, 2024

October 31, 2023

Loans at amortized cost

352,034

326,528

Customers’ liability under acceptances

17,569

Loans at FVOCI

(Note 4)

159

421

Loans and acceptances

352,212

344,518

Allowance for loan losses

3,355

2,990

Loans and acceptances, net of allowance

348,857

341,528

TD BANK GROUP • THIRD QUARTER 2024 •

REPORT TO SHAREHOLDERS

Page 63

(b)

CREDIT QUALITY OF LOANS

In the retail portfolio, including individuals and

small businesses, the Bank manages exposures

on a pooled basis, using predictive credit

scoring techniques. For

non-retail exposures, each borrower is assigned

a BRR that reflects the probability of default

(PD)

of the borrower using proprietary industry

and sector specific

risk models and expert judgment. Refer to

the shaded areas of the “Managing Risk”

section of the 2023 MD&A for further

details, including the mapping of PD

ranges to risk levels for retail exposures

as well as the Bank’s 21-point BRR scale

to risk levels and external ratings for non-retail

exposures.

The following table provides the gross carrying

amounts of loans,

acceptances and credit risk exposures

on loan commitments and financial guarantee

contracts

by internal risk ratings for credit risk management

purposes, presenting separately those that

are subject to Stage 1, Stage 2, and Stage

3 allowances.

Loans and Acceptances by Risk Ratings

(millions of Canadian dollars)

As at

July 31, 2024

October 31, 2023

Stage 1

Stage 2

Stage 3

Total

Stage 1

Stage 2

Stage 3

Total

Residential mortgages

1,2,3

Low Risk

237,386

674

n/a

238,060

225,596

n/a

225,642

Normal Risk

62,259

15,291

n/a

77,550

70,423

11,324

n/a

81,747

Medium Risk

230

9,596

n/a

9,826

110

9,581

n/a

9,691

High Risk

3,119

330

3,456

2,573

325

2,908

Default

n/a

370

n/a

353

Total loans

299,882

28,680

700

329,262

296,139

23,524

678

320,341

Allowance for loan losses

129

198

385

154

192

403

Loans, net of allowance

299,753

28,482

642

328,877

295,985

23,332

621

319,938

Consumer instalment and other personal

Low Risk

99,678

2,630

n/a

102,308

100,102

2,278

n/a

102,380

Normal Risk

63,039

12,933

n/a

75,972

60,613

13,410

n/a

74,023

Medium Risk

26,868

6,450

n/a

33,318

24,705

5,816

n/a

30,521

High Risk

4,119

7,687

388

12,194

4,122

5,700

323

10,145

Default

n/a

531

n/a

485

Total loans

193,704

29,700

919

224,323

189,542

27,204

808

217,554

Allowance for loan losses

663

1,124

238

2,025

653

959

197

1,809

Loans, net of allowance

193,041

28,576

681

222,298

188,889

26,245

611

215,745

Credit card

Low Risk

6,987

n/a

7,001

6,499

n/a

6,511

Normal Risk

11,503

183

n/a

11,686

11,171

134

n/a

11,305

Medium Risk

12,832

1,125

n/a

13,957

12,311

1,163

n/a

13,474

High Risk

2,818

4,523

417

7,758

2,567

4,289

401

7,257

Default

n/a

115

n/a

113

Total loans

34,140

5,845

532

40,517

32,548

5,598

514

38,660

Allowance for loan losses

695

979

372

2,046

709

913

312

1,934

Loans, net of allowance

33,445

4,866

160

38,471

31,839

4,685

202

36,726

Business and government

1,2,3,5

Investment grade or Low/Normal Risk

159,512

109

n/a

159,621

159,477

101

n/a

159,578

Non-investment grade or Medium Risk

163,142

11,046

n/a

174,188

161,651

10,278

n/a

171,929

Watch and classified or High Risk

699

15,685

16,467

604

11,017

11,696

Default

n/a

1,936

n/a

1,315

Total loans and acceptances

323,353

26,840

2,019

352,212

321,732

21,396

1,390

344,518

Allowance for loan and acceptances

losses

994

1,764

597

3,355

1,157

1,371

462

2,990

Loans and acceptances, net of allowance

322,359

25,076

1,422

348,857

320,575

20,025

928

341,528

Total loans and acceptances

851,079

91,065

4,170

946,314

839,961

77,722

3,390

921,073

Total allowance for loan losses

6,7

2,481

4,065

1,265

7,811

2,673

3,435

1,028

7,136

Total loans and acceptances, net of

allowance

848,598

87,000

2,905

938,503

837,288

74,287

2,362

913,937

Includes impaired loans with a balance of $

212

million (October 31, 2023 – $

271

million) which did not have a related allowance for loan losses as the realizable value of the collateral

exceeded the loan amount.

Excludes trading loans and non-trading loans at fair value through profit or loss (FVTPL) with a fair value of $

billion (October 31, 2023 – $

billion) and $

billion (October 31, 2023 –

billion), respectively.

Includes insured mortgages of $

billion (October 31, 2023 – $

billion).

Includes Canadian government-insured real estate personal loans of $

billion (October 31, 2023 – $

billion).

Includes loans guaranteed by government agencies of $

billion (October 31, 2023 – $

billion), which are primarily reported in Non-investment grade or a lower risk rating based on

the borrowers’ credit risk.

Stage 3 includes acquired credit-impaired (ACI) loans of

nil

(October 31, 2023 – $

million) and a related allowance for loan losses of

nil

(October 31, 2023 – $

million), which have

been included in the “Default”

risk rating category as they were impaired at acquisition.

Includes allowance for loan losses related to loans that are measured at FVOCI of

nil

(October 31, 2023 –

nil

TD BANK GROUP • THIRD QUARTER 2024 •

REPORT TO SHAREHOLDERS

Page 64

Loans and Acceptances by Risk Ratings

(Continued)

– Off-Balance Sheet Credit Instruments

(millions of Canadian dollars)

As at

July 31, 2024

October 31, 2023

Stage 1

Stage 2

Stage 3

Total

Stage 1

Stage 2

Stage 3

Total

Retail Exposures

Low Risk

262,464

1,361

n/a

263,825

254,231

1,093

n/a

255,324

Normal Risk

92,910

1,271

n/a

94,181

91,474

1,112

n/a

92,586

Medium Risk

18,601

1,199

n/a

19,800

19,774

1,079

n/a

20,853

High Risk

1,157

1,225

–

2,382

1,209

1,198

–

2,407

Default

n/a

–

n/a

–

Non-Retail Exposures

Investment grade

282,548

–

n/a

282,548

264,029

–

n/a

264,029

Non-investment grade

99,945

5,162

n/a

105,107

98,068

4,396

n/a

102,464

Watch and classified

256

4,466

–

4,722

218

4,158

–

4,376

Default

n/a

194

n/a

107

Total off-balance sheet credit

instruments

757,881

14,684

194

772,759

729,003

13,036

107

742,146

Allowance for off-balance sheet credit

instruments

428

582

1,023

476

565

1,049

Total off-balance sheet credit

instruments, net of allowance

757,453

14,102

181

771,736

728,527

12,471

741,097

Excludes mortgage commitments.

Includes $

378

billion (October 31, 2023 – $

369

billion) of personal lines of credit and credit card lines, which are unconditionally cancellable at the Bank’s

discretion at any time.

Includes $

billion (October 31, 2023 – $

billion) of the undrawn component of uncommitted credit and liquidity facilities.

TD BANK GROUP • THIRD QUARTER 2024 •

REPORT TO SHAREHOLDERS

Page 65

(c)

ALLOWANCE FOR CREDIT LOSSES

The following table provides details on

the Bank’s allowance for credit losses as at and

for the three and nine months ended July 31,

2024 and July 31, 2023,

including allowance for off-balance sheet instruments

in the applicable categories.

Allowance for Credit Losses

(millions of Canadian dollars)

Foreign

exchange,

Balance at

Provision

Write-offs,

disposals,

Balance

Balance at

Provision

Write-offs,

disposals,

Balance

beginning

for credit

net of

and other

at end of

beginning

for credit

net of

and other

at end of

of period

losses

recoveries

adjustments

period

of period

losses

recoveries

adjustments

period

For the three months ended

July 31, 2024

July 31, 2023

Residential mortgages

403

(16)

(2)

–

385

334

(1)

–

378

Consumer instalment and other

personal

2,072

339

(302)

2,110

1,766

246

(199)

(19)

1,794

Credit card

2,644

397

(396)

2,651

2,480

294

(287)

(46)

2,441

Business and government

3,428

351

(88)

(3)

3,688

3,064

181

(28)

(58)

3,159

Total allowance for loan losses,

including off-balance sheet

instruments

8,547

1,071

(788)

8,834

7,644

766

(515)

(123)

7,772

Debt securities at amortized cost

–

(1)

Debt securities at FVOCI

–

Total allowance for credit

losses on debt securities

–

(1)

Total allowance for credit losses

8,550

1,072

(788)

8,838

7,647

766

(515)

(124)

7,774

Comprising:

Allowance for credit losses on

loans at amortized cost

7,545

7,811

6,644

6,784

Allowance for credit losses on

loans at FVOCI

–

Allowance for loan losses

7,545

7,811

6,644

6,784

Allowance for off-balance sheet

instruments

1,002

1,023

1,000

988

Allowance for credit losses on

debt securities

For the nine months ended

July 31, 2024

July 31, 2023

Residential mortgages

403

(16)

(5)

385

323

(5)

(1)

378

Consumer instalment and other

personal

1,895

1,082

(865)

(2)

2,110

1,704

691

(576)

(25)

1,794

Credit card

2,577

1,250

(1,168)

(8)

2,651

2,352

958

(815)

(54)

2,441

Business and government

3,310

828

(408)

(42)

3,688

2,984

346

(116)

(55)

3,159

Total allowance for loan losses,

including off-balance sheet

instruments

8,185

3,144

(2,446)

(49)

8,834

7,363

2,056

(1,512)

(135)

7,772

Debt securities at amortized cost

–

Debt securities at FVOCI

(1)

–

(1)

–

Total allowance for credit

losses on debt securities

–

(1)

–

Total allowance for credit losses

8,189

3,144

(2,446)

(49)

8,838

7,366

2,055

(1,512)

(135)

7,774

Comprising:

Allowance for credit losses on

loans at amortized cost

7,136

7,811

6,432

6,784

Allowance for credit losses on

loans at FVOCI

–

Allowance for loan losses

7,136

7,811

6,432

6,784

Allowance for off-balance sheet

instruments

1,049

1,023

931

988

Allowance for credit losses on

debt securities

TD BANK GROUP • THIRD QUARTER 2024 •

REPORT TO SHAREHOLDERS

Page 66

(d)

ALLOWANCE FOR LOAN LOSSES BY STAGE

The following table provides details on

the Bank’s allowance for loan losses by stage as

at and for the three months ended July 31,

2024 and July 31, 2023.

Allowance for Loan Losses by Stage

(millions of Canadian dollars)

For the three months ended

July 31, 2024

July 31, 2023

Stage 1

Stage 2

Stage 3

Total

Stage 1

Stage 2

Stage 3

Total

Residential Mortgages

Balance at beginning of period

129

214

403

116

169

334

Provision for credit losses

Transfer to Stage 1

(42)

–

(40)

(1)

–

Transfer to Stage 2

(6)

–

(5)

(3)

–

Transfer to Stage 3

–

(6)

–

(1)

(10)

–

Net remeasurement due to transfers into stage

(10)

–

(5)

(7)

–

(4)

New originations or purchases

n/a

Net repayments

(1)

–

(1)

–

(1)

Derecognition of financial assets (excluding

disposals and write-offs)

(2)

(8)

(6)

(16)

(2)

(5)

(3)

(10)

Changes to risk, parameters, and models

(32)

(3)

Disposals

–

Write-offs

–

(2)

–

(3)

Recoveries

–

Foreign exchange and other adjustments

–

(1)

–

Balance at end of period

129

198

385

159

163

378

Consumer Instalment and Other Personal

Balance, including off-balance sheet instruments,

at beginning of period

688

1,146

238

2,072

675

921

170

1,766

Provision for credit losses

Transfer to Stage 1

178

(177)

(1)

–

167

(166)

(1)

–

Transfer to Stage 2

(61)

(21)

–

(47)

(16)

–

Transfer to Stage 3

(2)

(61)

–

(2)

(46)

–

Net remeasurement due to transfers into stage

(81)

–

(61)

(6)

New originations or purchases

n/a

111

n/a

111

Net repayments

(20)

(25)

(5)

(50)

(21)

(18)

(2)

(41)

Derecognition of financial assets (excluding

disposals and write-offs)

(22)

(31)

(13)

(66)

(21)

(25)

(13)

(59)

Changes to risk, parameters, and models

(82)

167

276

361

(102)

153

190

241

Disposals

–

Write-offs

–

(386)

–

(275)

Recoveries

–

Foreign exchange and other adjustments

–

(8)

(9)

(2)

(19)

Balance, including off-balance sheet instruments,

at end of period

692

1,180

238

2,110

691

926

177

1,794

Less: Allowance for off-balance sheet instruments

–

Balance at end of period

663

1,124

238

2,025

654

876

177

1,707

Credit Card

Balance, including off-balance sheet instruments,

at beginning of period

915

1,345

384

2,644

964

1,235

281

2,480

Provision for credit losses

Transfer to Stage 1

301

(289)

(12)

–

303

(294)

(9)

–

Transfer to Stage 2

(73)

(25)

–

(71)

(17)

–

Transfer to Stage 3

(5)

(206)

211

–

(4)

(171)

175

–

Net remeasurement due to transfers into stage

(132)

109

(17)

(131)

105

(21)

New originations or purchases

n/a

Net repayments

–

(3)

Derecognition of financial assets (excluding

disposals and write-offs)

(10)

(17)

(99)

(126)

(11)

(18)

(80)

(109)

Changes to risk, parameters, and models

(93)

294

287

488

(109)

275

200

366

Disposals

–

Write-offs

–

(478)

–

(360)

Recoveries

–

Foreign exchange and other adjustments

(18)

(22)

(6)

(46)

Balance, including off-balance sheet instruments,

at end of period

943

1,336

372

2,651

967

1,199

275

2,441

Less: Allowance for off-balance sheet instruments

248

357

–

605

280

350

–

630

Balance at end of period

695

979

372

2,046

687

849

275

1,811

Includes allowance for loan losses related to ACI loans.

Transfers represent stage transfer movements prior to ECL remeasurement.

Represents the mechanical remeasurement between twelve-month (i.e., Stage 1) and lifetime ECLs (i.e., Stage 2

or 3) due to stage transfers necessitated by credit risk migration, as

described in the “Significant Increase in Credit Risk” section of Note 2 and Note 3 of the Bank’s 2023

Annual Consolidated Financial Statements, holding all other factors impacting the

change in ECLs constant.

Represents the increase in the allowance resulting from loans that were newly originated, purchased, or renewed.

Represents the changes in the allowance related to cash flow changes associated with new draws or repayments

on loans outstanding.

Represents the decrease in the allowance resulting from loans that were fully repaid and excludes the decrease

associated with loans that were disposed or fully written off.

Represents the changes in the allowance related to current period changes in risk (e.g.,

PD) caused by changes to macroeconomic factors, level of risk, parameters,

and/or models,

subsequent to stage migration. Refer to the “Measurement of Expected Credit Losses”, “Forward-Looking Information

”

and “Expert Credit Judgment”

sections of Note 2 and Note 3 of the

Bank’s 2023 Annual Consolidated Financial Statements for further details.

The allowance for loan losses for off-balance sheet instruments is recorded in Other liabilities on the Interim

Consolidated Balance Sheet.

Credit cards are considered impaired and migrate to Stage 3 when they are 90 days past due and written off

at 180 days past due. Refer to Note 2 of the Bank’s 2023 Annual

Consolidated Financial Statements for further details.

TD BANK GROUP • THIRD QUARTER 2024 •

REPORT TO SHAREHOLDERS

Page 67

Allowance for Loan Losses by Stage

(Continued)

(millions of Canadian dollars)

For the three months ended

July 31, 2024

July 31, 2023

Stage 1

Stage 2

Stage 3

Total

Stage 1

Stage 2

Stage 3

Total

Business and Government

Balance, including off-balance sheet instruments,

at beginning of period

1,170

1,778

480

3,428

1,261

1,441

362

3,064

Provision for credit losses

Transfer to Stage 1

(80)

–

(71)

–

Transfer to Stage 2

(158)

163

(5)

–

(128)

131

(3)

–

Transfer to Stage 3

(1)

(85)

–

(1)

(59)

–

Net remeasurement due to transfers into stage

(27)

–

(21)

New originations or purchases

296

n/a

296

300

n/a

300

Net repayments

(22)

(7)

(27)

(10)

(16)

(18)

Derecognition of financial assets (excluding

disposals and write-offs)

(161)

(196)

(75)

(432)

(173)

(155)

(127)

(455)

Changes to risk, parameters, and models

(61)

340

235

514

(20)

120

247

347

Disposals

–

Write-offs

–

(113)

–

(49)

Recoveries

–

Foreign exchange and other adjustments

(17)

(3)

(27)

(16)

(15)

(58)

Balance, including off-balance sheet instruments,

at end of period

1,145

1,933

610

3,688

1,270

1,408

481

3,159

Less: Allowance for off-balance sheet instruments

151

169

333

152

117

271

Balance at end of period

994

1,764

597

3,355

1,118

1,291

479

2,888

Total Allowance, including

off-balance sheet

instruments, at end of period

2,909

4,647

1,278

8,834

3,087

3,696

989

7,772

Less: Total Allowance for

off-balance sheet

instruments

428

582

1,023

469

517

988

Total Allowance for Loan Losses

at end of period

2,481

4,065

1,265

7,811

2,618

3,179

987

6,784

Includes allowance for loan losses related to ACI loans.

Includes allowance for loan losses related to customers’ liability under acceptances.

For explanations regarding this line item, refer to the “Allowance for Loan Losses by Stage” table on the previous

page in this Note.

The allowance for loan losses for off-balance sheet instruments is recorded in Other liabilities on the Interim

Consolidated Balance Sheet.

TD BANK GROUP • THIRD QUARTER 2024 •

REPORT TO SHAREHOLDERS

Page 68

The following table provides details on

the Bank’s allowance for loan losses by stage as

at and for the nine months ended July 31,

2024 and July 31, 2023.

Allowance for Loan Losses by Stage

(millions of Canadian dollars)

For the nine months ended

July 31, 2024

July 31, 2023

Stage 1

Stage 2

Stage 3

Total

Stage 1

Stage 2

Stage 3

Total

Residential Mortgages

Balance at beginning of period

154

192

403

127

140

323

Provision for credit losses

Transfer to Stage 1

110

(107)

(3)

–

(95)

(2)

–

Transfer to Stage 2

(23)

(17)

–

(19)

(12)

–

Transfer to Stage 3

–

(23)

–

(2)

(18)

–

Net remeasurement due to transfers into stage

(24)

–

(6)

(18)

–

(4)

New originations or purchases

n/a

Net repayments

(3)

–

(3)

(2)

–

(5)

Derecognition of financial assets (excluding

disposals and write-offs)

(5)

(20)

(29)

(54)

(4)

(13)

(9)

(26)

Changes to risk, parameters, and models

(103)

(50)

107

Disposals

–

Write-offs

–

(6)

–

(8)

Recoveries

–

Foreign exchange and other adjustments

(1)

(2)

(1)

Balance at end of period

129

198

385

159

163

378

Consumer Instalment and Other Personal

Balance, including off-balance sheet instruments,

at beginning of period

688

1,010

197

1,895

654

896

154

1,704

Provision for credit losses

Transfer to Stage 1

451

(448)

(3)

–

473

(469)

(4)

–

Transfer to Stage 2

(191)

254

(63)

–

(147)

200

(53)

–

Transfer to Stage 3

(8)

(183)

191

–

(6)

(141)

147

–

Net remeasurement due to transfers into stage

(198)

235

(162)

156

New originations or purchases

270

n/a

270

309

n/a

309

Net repayments

(56)

(70)

(12)

(138)

(44)

(62)

(8)

(114)

Derecognition of financial assets (excluding

disposals and write-offs)

(55)

(77)

(39)

(171)

(56)

(72)

(30)

(158)

Changes to risk, parameters, and models

(208)

461

824

1,077

(320)

430

543

653

Disposals

–

Write-offs

–

(1,103)

–

(795)

Recoveries

–

238

–

219

Foreign exchange and other adjustments

(1)

(2)

(10)

(12)

(3)

(25)

Balance, including off-balance sheet instruments,

at end of period

692

1,180

238

2,110

691

926

177

1,794

Less: Allowance for off-balance sheet instruments

–

Balance at end of period

663

1,124

238

2,025

654

876

177

1,707

Credit Card

Balance, including off-balance sheet instruments,

at beginning of period

988

1,277

312

2,577

954

1,191

207

2,352

Provision for credit losses

Transfer to Stage 1

810

(783)

(27)

–

872

(852)

(20)

–

Transfer to Stage 2

(249)

310

(61)

–

(233)

276

(43)

–

Transfer to Stage 3

(16)

(668)

684

–

(14)

(514)

528

–

Net remeasurement due to transfers into stage

(358)

369

(397)

353

(29)

New originations or purchases

116

n/a

116

144

n/a

144

Net repayments

102

Derecognition of financial assets (excluding

disposals and write-offs)

(30)

(51)

(271)

(352)

(33)

(59)

(191)

(283)

Changes to risk, parameters, and models

(329)

880

835

1,386

(364)

829

559

1,024

Disposals

–

Write-offs

–

(1,408)

–

(1,031)

Recoveries

–

240

–

216

Foreign exchange and other adjustments

(3)

(4)

(1)

(8)

(21)

(27)

(6)

(54)

Balance, including off-balance sheet instruments,

at end of period

943

1,336

372

2,651

967

1,199

275

2,441

Less: Allowance for off-balance sheet instruments

248

357

–

605

280

350

–

630

Balance at end of period

695

979

372

2,046

687

849

275

1,811

Includes allowance for loan losses related to ACI loans.

Transfers represent stage transfer movements prior to ECL remeasurement.

Represents the mechanical remeasurement between twelve-month (i.e., Stage 1) and lifetime ECLs (i.e., Stage 2

or 3) due to stage transfers necessitated by credit risk migration, as

described in the “Significant Increase in Credit Risk” section of Note 2 and Note 3 of the

Bank’s 2023 Annual Consolidated Financial Statements, holding all other factors impacting the

change in ECLs constant.

Represents the increase in the allowance resulting from loans that were newly originated, purchased, or renewed.

Represents the changes in the allowance related to cash flow changes associated with new draws or repayments

on loans outstanding.

Represents the decrease in the allowance resulting from loans that were fully repaid and excludes the decrease

associated with loans that were disposed or fully written off.

Represents the changes in the allowance related to current period changes in risk (e.g.,

PD) caused by changes to macroeconomic factors, level of risk, parameters,

and/or models,

subsequent to stage migration. Refer to the “Measurement of Expected Credit Losses”, “Forward-Looking Information

”

and “Expert Credit Judgment”

sections of Note 2 and Note 3 of the

Bank’s 2023 Annual Consolidated Financial Statements for further details.

The allowance for loan losses for off-balance sheet instruments is recorded in Other liabilities on the Interim

Consolidated Balance Sheet.

Credit cards are considered impaired and migrate to Stage 3 when they are 90 days past due and written off

at 180 days past due. Refer to Note 2 of the Bank’s 2023 Annual

Consolidated Financial Statements for further details.

TD BANK GROUP • THIRD QUARTER 2024 •

REPORT TO SHAREHOLDERS

Page 69

Allowance for Loan Losses by Stage

(Continued)

(millions of Canadian dollars)

For the nine months ended

July 31, 2024

July 31, 2023

Stage 1

Stage 2

Stage 3

Total

Stage 1

Stage 2

Stage 3

Total

Business and Government

Balance, including off-balance sheet instruments,

at beginning of period

1,319

1,521

470

3,310

1,220

1,417

347

2,984

Provision for credit losses

Transfer to Stage 1

194

(194)

–

293

(291)

(2)

–

Transfer to Stage 2

(441)

453

(12)

–

(411)

420

(9)

–

Transfer to Stage 3

(17)

(220)

237

–

(10)

(98)

108

–

Net remeasurement due to transfers into stage

(66)

119

(85)

(6)

New originations or purchases

864

n/a

864

897

n/a

897

Net repayments

(41)

(36)

(58)

(49)

(59)

(68)

Derecognition of financial assets (excluding

disposals and write-offs)

(494)

(450)

(220)

(1,164)

(524)

(427)

(366)

(1,317)

Changes to risk, parameters, and models

(221)

736

612

1,127

(136)

376

600

840

Disposals

–

Write-offs

–

(459)

–

(157)

Recoveries

–

Foreign exchange and other adjustments

(12)

(39)

(42)

(14)

(18)

(23)

(55)

Balance, including off-balance sheet instruments,

at end of period

1,145

1,933

610

3,688

1,270

1,408

481

3,159

Less: Allowance for off-balance sheet instruments

151

169

333

152

117

271

Balance at end of period

994

1,764

597

3,355

1,118

1,291

479

2,888

Total Allowance, including

off-balance sheet

instruments, at end of period

2,909

4,647

1,278

8,834

3,087

3,696

989

7,772

Less: Total Allowance for

off-balance sheet

instruments

428

582

1,023

469

517

988

Total Allowance for Loan Losses

at end of period

2,481

4,065

1,265

7,811

2,618

3,179

987

6,784

Includes allowance for loan losses related to ACI loans.

Includes allowance for loan losses related to customers’ liability under acceptances.

For explanations regarding this line item, refer to the “Allowance for Loan Losses by Stage” table on the previous

page in this Note.

The allowance for loan losses for off-balance sheet instruments is recorded in Other liabilities on the Interim

Consolidated Balance Sheet.

The allowance for credit losses on all remaining

financial assets is not significant.

(e)

FORWARD-LOOKING INFORMATION

Relevant macroeconomic factors are incorporated

in risk parameters as appropriate. Additional

risk factors that are industry or segment

specific are also

incorporated, where relevant. The key macroeconomic

variables used in determining ECLs include

regional unemployment rates for all retail exposures

and

regional housing price indices for residential

mortgages and home equity lines of credit.

For business and government loans, the key

macroeconomic variables

include gross domestic product (GDP), unemployment

rates, interest rates, and credit spreads.

Refer to Note 3 of the Bank’s 2023 Annual

Consolidated Financial

Statements for a discussion of how forward-looking

information is generated and considered

in determining whether there has been

a significant increase in credit

risk and in measuring ECLs.

Macroeconomic Variables

Select macroeconomic variables are projected

over the forecast period. The following

table sets out average values of the macroeconomic

variables over the four

calendar quarters starting with the current

quarter, and the remaining 4-year forecast period for the base

forecast and upside and downside scenarios

used in

determining the Bank’s ECLs as at July 31, 2024.

As the forecast period increases, information

about the future becomes less readily

available and projections are

anchored on assumptions around structural relationships

between economic parameters that

are inherently much less certain. Restrictive

monetary policy

continues to contribute

to elevated economic uncertainty, particularly in Canada

where household debt levels remain elevated,

and is likely to continue to weigh on

near-term economic growth and lead to a

further modest increase in the unemployment

rate.

Macroeconomic Variables

As at

July 31, 2024

Base Forecast

Upside Scenario

Downside Scenario

Average

Remaining

Average

Remaining

Average

Remaining

Q3 2024-

4-year

Q3 2024-

4-year

Q3 2024-

4-year

Q2 2025

period

Q2 2025

period

Q2 2025

period

Unemployment rate

Canada

6.6

6.0

5.7

5.6

7.6

7.3

United States

4.0

3.5

3.7

5.2

5.4

Real GDP

Canada

1.4

1.9

2.1

(0.5)

2.2

United States

1.9

2.1

2.6

2.4

(0.4)

2.4

Home prices

Canada (average existing price)

3.5

3.3

5.4

3.7

(8.0)

3.6

United States (CoreLogic HPI)

1.6

3.0

5.3

3.8

(9.2)

4.3

Central bank policy interest rate

Canada

3.94

2.34

4.69

2.70

2.69

1.86

United States

5.06

3.09

5.44

3.50

3.38

2.48

U.S. 10-year treasury yield

4.11

3.47

4.66

3.82

3.86

3.41

U.S. 10-year BBB spread (%-pts)

1.75

1.80

1.54

1.75

2.40

2.09

Exchange rate (U.S. dollar/Canadian dollar)

0.72

0.75

0.74

0.76

0.70

0.71

The numbers represent average values for the quoted periods, and average of year-on-year growth for real GDP and home prices.

The average home price is the average transacted sale price of homes sold via the Multiple Listing Service; data is collected by the Canadian Real Estate Association.

The CoreLogic home price index (HPI) is a repeat-sales index which tracks increases and decreases in the same home’s sales price over time.

TD BANK GROUP • THIRD QUARTER 2024 •

REPORT TO SHAREHOLDERS

Page 70

(f)

SENSITIVITY OF ALLOWANCE FOR CREDIT LOSSES

ECLs are sensitive to the inputs used in internally

developed models, the macroeconomic

variables in the forward-looking forecasts

and respective probability

weightings in determining the probability-weighted

ECLs, and other factors considered when

applying expert credit judgment. Changes

in these inputs,

assumptions, models, and judgments would

affect the assessment of significant increase

in credit risk and the measurement of ECLs.

The following table presents the base ECL

scenario compared to the probability-weighted

ECLs, with the latter derived from

three ECL scenarios for performing

loans and off-balance sheet instruments. The difference

reflects the impact of deriving multiple

scenarios around the base ECLs and resultant

change in ECLs due

to non-linearity and sensitivity to using

macroeconomic forecasts.

Change from Base to Probability-Weighted

ECLs

(millions of Canadian dollars, except

as noted)

As at

July 31, 2024

October 31, 2023

Probability-weighted ECLs

7,556

7,149

Base ECLs

7,146

6,658

Difference – in amount

410

491

Difference – in percentage

5.7

7.4

ECLs for performing loans and off-balance sheet

instruments consist of an aggregate amount

of Stage 1 and Stage 2 probability-weighted

ECLs which are twelve-

month ECLs and lifetime ECLs, respectively. Transfers from Stage 1 to Stage

2 ECLs result from a significant

increase in credit risk since initial recognition

of the

loan.

The following table shows the estimated

impact of staging on ECLs by presenting all

performing loans and off-balance sheet instruments

calculated using

twelve-month ECLs compared to the current

aggregate probability-weighted ECLs, holding

all risk profiles constant.

Incremental Lifetime ECLs Impact

(millions of Canadian dollars)

As at

July 31, 2024

October 31, 2023

Probability-weighted ECLs

7,556

7,149

All performing loans and off-balance sheet instruments

using 12-month ECLs

5,543

5,295

Incremental lifetime ECLs impact

2,013

1,854

(g)

FORECLOSED ASSETS

Foreclosed assets are repossessed non-financial

assets where the Bank gains title, ownership,

or possession of individual properties,

such as real estate

properties, which are managed for sale in an

orderly manner with the proceeds used

to reduce or repay any outstanding debt.

The Bank does not generally occupy

foreclosed properties for its business use.

The Bank predominantly relies on third-party

appraisals to determine the carrying value of

foreclosed assets.

Foreclosed

assets held for sale were $

million as at July 31, 2024 (October 31, 2023 – $

million) and were recorded in Other assets

on the Interim Consolidated Balance

Sheet.

(h)

LOANS PAST DUE BUT NOT IMPAIRED

A loan is classified as past due when a borrower

has failed to make a payment by the

contractual due date.

The following table summarizes loans that are

past

due but not impaired.

Loans less than 31 days contractually past

due are excluded as they do not generally

reflect a borrower’s ability to meet their

payment

obligations.

Loans Past Due but not Impaired

(millions of Canadian dollars)

As at

July 31, 2024

October 31, 2023

31-60

61-89

31-60

61-89

days

Total

days

Total

Residential mortgages

349

106

455

286

367

Consumer instalment and other personal

1,042

333

1,375

870

287

1,157

Credit card

368

252

620

359

242

601

Business and government

289

377

264

103

367

Total

2,048

779

2,827

1,779

713

2,492

Includes loans that are measured at FVOCI.

TD BANK GROUP • THIRD QUARTER 2024 •

REPORT TO SHAREHOLDERS

Page 71

NOTE 7: INVESTMENT IN ASSOCIATES AND JOINT VENTURES

INVESTMENT IN THE CHARLES SCHWAB CORPORATION

The Bank has significant influence over

The Charles Schwab Corporation (“Schwab”)

and the ability to participate in the financial

and operating policy-making

decisions of Schwab through a combination

of the Bank’s ownership, board representation

and the insured deposit account (“IDA”)

agreement between the Bank

and Schwab. As such, the Bank accounts

for its investment in Schwab using the equity

method. The Bank’s share of Schwab’s earnings available

to common

shareholders is reported with a one-month

lag. The Bank takes into account changes

in the one-month lag period that would

significantly affect the results.

As at July 31, 2024, the Bank’s reported investment

in Schwab was approximately

12.3

% (October 31, 2023 –

12.4

%), consisting of

9.8

% of the outstanding

voting common shares and the remainder

in non-voting common shares of Schwab

with an aggregate fair value of $

billion (US$

billion) (October 31, 2023 –

billion (US$

billion)) based on the closing price of US$

65.19

(October 31, 2023 – US$

52.04

) on the New York Stock Exchange.

The Bank and Schwab are party to a stockholder

agreement (the “Stockholder Agreement”)

under which the Bank has the right

to designate two members of

Schwab’s Board of Directors and has representation

on two Board Committees, subject to

the Bank meeting certain conditions. The Bank’s designated

directors

currently are the Bank’s Group President and

Chief Executive Officer and the Bank’s former Chair

of the Board. Under the Stockholder Agreement,

the Bank is not

permitted to own more than

9.9

% voting common shares of Schwab,

and the Bank is subject to customary

standstill restrictions and subject to certain exceptions,

transfer restrictions.

The carrying value of the Bank’s investment in

Schwab of $

10.0

billion as at July 31, 2024 (October 31, 2023

– $

8.9

billion) represents the Bank’s share of

Schwab’s stockholders’ equity, adjusted for goodwill, other intangibles,

and cumulative translation adjustment.

The Bank’s share of net income from its investment

in Schwab of $

190

million and $

525

million during the three and nine months ended

July 31, 2024, respectively (three and nine

months ended July 31, 2023 –

182

million and $

708

million, respectively), reflects net income

after adjustments for amortization of

certain intangibles net of tax.

On August 21, 2024, the Bank announced

that it had sold

40.5

million shares of common stock of Schwab.

The shares are sold for proceeds of approximately

3.4

billion (US$

2.5

billion). The share sale will reduce

the Bank’s ownership interest in Schwab from

12.3

% to

10.1

%. The Bank is expected to recognize

approximately $

1.0

billion (US$

0.7

billion) as other income (net of $

0.5

billion (US$

0.4

billion) loss from AOCI reclassified to

earnings), in the fourth quarter of fiscal

The Bank will continue to account for

its investment in Schwab using the equity

method.

The following tables represent the gross

amount of Schwab’s total assets, liabilities, net revenues,

net income available to common stockholders,

other

comprehensive income (loss), and comprehensive

income (loss).

Summarized Financial Information

(millions of Canadian dollars)

As at

June 30

September 30

2024

2023

Total assets

615,493

644,139

Total liabilities

555,332

592,923

(millions of Canadian dollars)

For the three months ended

For the nine months ended

June 30

2024

2023

2024

2023

Total net revenues

6,418

6,253

18,884

20,633

Total net income available to common stockholders

1,657

1,575

4,605

6,119

Total other comprehensive income (loss)

876

(54)

5,195

3,277

Total comprehensive income (loss)

2,533

1,521

9,800

9,396

Insured Deposit Account Agreement

On November 25, 2019, the Bank and Schwab

signed an insured deposit account agreement

(the “2019 Schwab IDA Agreement”), with

an initial expiration date of

July 1, 2031. Under the 2019 Schwab IDA Agreement,

starting July 1, 2021, Schwab had the option

to reduce the deposits by up to US$

billion per year (subject

to certain limitations and adjustments),

with a floor of US$

billion. In addition, Schwab requested some

further operational flexibility to allow for the

sweep

deposit balances to fluctuate over time, under

certain conditions and subject to certain limitations.

On May 4, 2023, the Bank and Schwab entered

into an amended insured deposit account

agreement (the “2023 Schwab IDA Agreement”

or the “Schwab IDA

Agreement”), which replaced the 2019 Schwab

IDA Agreement. Pursuant to the 2023 Schwab

IDA Agreement, the Bank continues to make

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

over FROA are designated as floating-rate

obligations. In comparison to the 2019 Schwab

IDA Agreement, the 2023 Schwab IDA Agreement

extends the initial

expiration date by three years to July 1, 2034

and provides for lower deposit balances

in its first six years, followed by higher balances

in the later years.

Specifically, until September 2025, the aggregate FROA will serve

as the floor. Thereafter, the floor will be set at US$

billion. In addition, Schwab has the option

to buy down up to $

6.8

billion (US$

billion) of FROA by paying the Bank certain

fees in accordance with the 2023 Schwab IDA Agreement,

subject to certain

limits. Refer to Note 27 of the Bank’s 2023

Annual Consolidated Financial Statements

for further details on the Schwab IDA Agreement.

During the first quarter of 2024, Schwab exercised

its option to buy down the remaining $

0.7

billion (US$

0.5

billion) of the US$

billion FROA buydown

allowance and paid $

million (US$

million) in termination fees to the Bank in accordance

with the 2023 Schwab IDA Agreement. By

the end of the first quarter

of 2024, Schwab had completed its buy down

of the full US$

billion FROA buydown allowance and had paid

a total of $

337

million (US$

250

million) in termination

fees to the Bank. The fees were intended to

compensate the Bank for losses incurred

from discontinuing certain hedging relationships

and for lost revenues. The

net impact was recorded in net interest income.

TD BANK GROUP • THIRD QUARTER 2024 •

REPORT TO SHAREHOLDERS

Page 72

NOTE 8: SIGNIFICANT TRANSACTION

Acquisition of Cowen Inc.

On March 1, 2023, the Bank completed

the acquisition of Cowen Inc. (“Cowen”). The acquisition

advances the Wholesale Banking segment’s long-term

growth

strategy in the U.S. and adds complementary

products and services to the Bank’s existing

businesses. The results of the acquired

business have been

consolidated by the Bank from the closing date

and primarily reported in the Wholesale

Banking segment. Consideration included

1,500

million

(US$

1,100

million) in cash for

100

% of Cowen’s common shares outstanding, $

253

million (US$

186

million) for the settlement of Cowen’s Series A Preferred

Stock, and $

205

million (US$

151

million) related to the replacement of

share-based payment awards.

The acquisition was accounted for as a business

combination under the purchase method.

The acquisition contributed $

10,793

million (US$

7,928

million) of

assets and $

10,005

million (US$

7,351

million) of liabilities. The excess of accounting

consideration over the fair value of the

tangible net assets acquired was

allocated to intangible assets of $

298

million (US$

219

million) net of taxes, and goodwill of $

872

million (US$

641

million). Goodwill is not deductible for tax

purposes.

The Bank plans to dispose of certain non-core

businesses that were acquired in connection

with the Cowen acquisition. These non-core

businesses are

disposal groups which meet the criteria

to be classified as held for sale and are measured

at the lower of their carrying amount and

fair value less costs to sell. The

assets and liabilities of these disposal groups

are recorded in Other assets and Other

liabilities, respectively, on the Interim Consolidated Balance Sheet.

During

the three months ended

January 31, 2024, the Bank disposed of

Cowen’s legacy prime brokerage and outsourced

trading business that was classified as

held for

sale. As at July 31, 2024, assets of $

760

million (October 31, 2023 – $

1,958

million) and liabilities of $

331

million (October 31, 2023 – $

1,291

million) were

classified as held for sale.

NOTE 9: OTHER ASSETS

Other Assets

(millions of Canadian dollars)

As at

July 31

October 31

2024

2023

Accounts receivable and other items

12,595

13,893

Accrued interest

5,649

5,504

Cheques and other items in transit

490

–

Current income tax receivable

4,152

4,814

Defined benefit asset

1,258

1,254

Prepaid expenses

1,794

1,462

Reinsurance contract assets

749

702

Total

26,687

27,629

Includes assets related to disposal groups classified as held for sale in connection with the Cowen acquisition. Refer

to Note 8 for further details.

Balances as at October 31, 2023 have been restated for the adoption of IFRS 17. Refer to Note 2 for details.

TD BANK GROUP • THIRD QUARTER 2024 •

REPORT TO SHAREHOLDERS

Page 73

NOTE 10: DEPOSITS

Demand deposits are those for which the Bank does not have the right to require notice prior to withdrawal, which primarily include

business and government

chequing accounts. Notice deposits are those for which the Bank can legally require notice prior to withdrawal,

which include both savings and chequing

accounts. Term

deposits are payable on a given date of maturity and are purchased by customers to earn interest over a fixed period, with terms ranging from

one day to ten years and generally include fixed term deposits, guaranteed investment certificates, senior debt, and similar

instruments. The aggregate amount

of term deposits in denominations of $100,000 or more as at July 31, 2024, was $

525

billion (October 31, 2023 – $

512

billion).

Deposits

(millions of Canadian dollars)

As at

July 31

October 31

By Type

By Country

2024

2023

Demand

Notice

Term

Canada

United States

International

Total

Personal

17,764

472,931

139,954

335,355

295,294

–

630,649

626,596

Banks

11,779

390

24,070

20,437

13,941

1,861

36,239

31,225

Business and government

144,476

191,072

218,114

390,637

158,503

4,522

553,662

540,369

174,019

664,393

382,138

746,429

467,738

6,383

1,220,550

1,198,190

Trading

–

32,021

24,359

3,493

4,169

32,021

30,980

Designated at fair value through

profit or loss

–

195,924

55,418

68,857

71,649

195,924

191,988

Total

174,019

664,393

610,083

826,206

540,088

82,201

1,448,495

1,421,158

Non-interest-bearing deposits

included above

Canada

57,056

61,581

United States

73,121

76,376

International

–

Interest-bearing deposits

included above

Canada

769,150

712,283

United States

466,967

482,247

International

82,201

88,648

Total

2,6

1,448,495

1,421,158

Includes $

100.9

billion (October 31, 2023 – $

103.3

billion) of senior debt which is subject to the bank recapitalization “bail-in” regime. This regime provides

certain statutory powers to the

Canada Deposit Insurance Corporation, including the ability to convert specified eligible shares and liabilities into

common shares in the event that the Bank becomes non-viable.

Includes $

68.2

billion relating to covered bondholders (October 31, 2023 – $

54.0

billion).

Financial liabilities designated at FVTPL on the Consolidated Balance Sheet also includes $

153.6

million (October 31, 2023 – $

142.3

million) of loan commitments and financial

guarantees designated at FVTPL.

The geographical splits of the deposits are based on the point of origin of the deposits.

Includes $

6.6

billion (October 31, 2023 – $

13.9

billion) of U.S. federal funds deposited and $

13.8

billion (October 31, 2023 – $

9.0

billion) of deposits and advances with the FHLB.

Includes deposits of $

775.3

billion (October 31, 2023 – $

779.9

billion) denominated in U.S. dollars and $

126.9

billion (October 31, 2023 – $

115.0

billion) denominated in other foreign

currencies.

NOTE 11: OTHER LIABILITIES

Other Liabilities

(millions of Canadian dollars)

As at

July 31

October 31

2024

2023

Accounts payable, accrued expenses, and

other items

1,2

7,317

8,314

Accrued interest

5,257

4,421

Accrued salaries and employee benefits

4,833

4,993

Cheques and other items in transit

–

2,245

Current income tax payable

454

162

Deferred tax liabilities

258

204

Defined benefit liability

1,340

1,244

Lease liabilities

5,057

5,050

Liabilities related to structured entities

20,499

17,520

Provisions

(Note 19)

6,365

3,421

Total

51,380

47,574

Includes liabilities related to disposal groups classified as held for sale in connection with the Cowen acquisition.

Refer to Note 8 for further details.

Balances as at October 31, 2023 have been restated for the adoption of IFRS 17. Refer to Note 2 for details.

TD BANK GROUP • THIRD QUARTER 2024 •

REPORT TO SHAREHOLDERS

Page 74

NOTE 12: SUBORDINATED NOTES AND DEBENTURES

Issues

On April 9, 2024, the Bank issued $

1.75

billion of non-viability contingent capital

(NVCC) medium-term notes constituting

subordinated indebtedness of the Bank

(the “Notes”), maturing on April 9, 2034.

The Notes will bear interest at a fixed rate of

5.177

% per annum (paid semi-annually) until

April 9, 2029, and at

Daily

Compounded Canadian Overnight Repo Rate Average

plus

1.53

% thereafter (paid quarterly) until maturity

on April 9, 2034. With the prior approval

of OSFI, the

Bank may, at its option, redeem the Notes on or after April 9, 2029,

in whole or in part, at par plus accrued and unpaid

interest by giving not more than

nor less

than

10 days

’ notice to holders.

Redemptions

On July 25, 2024, the Bank redeemed all of

its outstanding $

1.5

billion

3.224

% medium term notes due July 25,

2029 NVCC constituting subordinated

indebtedness of the Bank, at a redemption price

100

per cent of the principal amount, plus accrued

and unpaid interest to, but excluding, July 25,

2024.

NOTE 13: EQUITY

The following table summarizes the changes

to the shares and other equity instruments

issued and outstanding,

and treasury instruments held as at and

for the

three and nine months ended July 31, 2024 and

July 31, 2023.

Shares and Other Equity Instruments

Issued and Outstanding and Treasury Instruments

Held

(millions of shares or other equity instruments

and millions of Canadian dollars)

For the three months ended

For the nine months ended

July 31, 2024

July 31, 2023

July 31, 2024

July 31, 2023

Number

of shares

Amount

of shares

Amount

of shares

Amount

of shares

Amount

Common Shares

Balance as at beginning of period

1,759.6

25,257

1,839.6

25,852

1,791.4

25,434

1,821.7

24,363

Proceeds from shares issued on exercise

of stock options

0.4

0.1

1.4

1.2

Shares issued as a result of dividend

reinvestment plan

1.6

129

2.1

175

4.9

398

18.9

1,593

Purchase of shares for cancellation and other

(13.3)

(190)

(14.3)

(200)

(49.4)

(702)

(14.3)

(200)

Balance as at end of period – common shares

1,748.3

25,222

1,827.5

25,833

1,748.3

25,222

1,827.5

25,833

Preferred Shares and Other Equity Instruments

Preferred Shares – Class A

Balance as at beginning of period

129.6

4,850

159.6

5,600

143.6

5,200

159.6

5,600

Redemption of shares

1,2,3

(38.0)

(950)

–

(52.0)

(1,300)

–

Balance as at end of period

91.6

3,900

159.6

5,600

91.6

3,900

159.6

5,600

Other Equity Instruments

Balance

as at beginning of period

5.0

5,653

5.0

5,653

5.0

5,653

5.0

5,653

Issue of limited recourse capital notes

0.7

1,023

–

0.7

1,023

–

Issue of perpetual subordinated capital notes

0.1

312

–

0.1

312

–

Balance as at end of period

5.8

6,988

5.0

5,653

5.8

6,988

5.0

5,653

Balance as at end of period – preferred

and other equity instruments

97.4

10,888

164.6

11,253

97.4

10,888

164.6

11,253

Treasury – common shares

Balance

as at beginning of period

0.3

(24)

1.1

(99)

0.7

(64)

1.0

(91)

Purchase of shares

35.7

(2,745)

24.3

(1,965)

99.9

(7,995)

71.2

(6,016)

Sale of shares

(35.6)

2,734

(25.4)

2,064

(100.2)

8,024

(72.2)

6,107

Balance as at end of period – treasury

– common shares

0.4

(35)

–

0.4

(35)

–

Treasury – preferred shares and

other equity instruments

Balance as at beginning of period

0.1

(8)

0.1

(10)

0.1

(65)

0.1

(7)

Purchase of shares and other equity instruments

2.7

(147)

0.7

(46)

5.9

(398)

2.7

(372)

Sale of shares and other equity instruments

(2.3)

138

(0.7)

(5.5)

446

(2.7)

368

Balance as at end of period – treasury

– preferred shares and other equity

instruments

0.5

(17)

0.1

(11)

0.5

(17)

0.1

(11)

On April 30, 2024, the Bank redeemed all of its

million outstanding Non-Cumulative 5-Year

Rate Reset Class A First Preferred Shares NVCC, Series 22 (“Series 22 Preferred

Shares”), at a redemption price of $

25.00

per Series 22 Preferred Share, for a total redemption cost of $

350

million.

On July 31, 2024, the Bank redeemed all of its

million outstanding Non-Cumulative 5-Year

Rate Reset Class A First Preferred Shares NVCC, Series 3 (“Series 3 Preferred Shares”), at

a redemption price of $

25.00

per Series 3 Preferred Share, for a total redemption cost of approximately $

500

million.

On July 31, 2024, the Bank redeemed all of its

million outstanding Non-Cumulative 5-Year

Rate Reset Class A First Preferred Shares NVCC, Series 24 (“Series 24 Preferred Shares”),

at a redemption price of $

25.00

per Series 24 Preferred Share, for a total redemption cost of approximately $

450

million.

For Limited Recourse Capital Notes, the number of shares represents the number of notes issued.

On July 3, 2024, the Bank issued US$

750

million

7.250

% Fixed Rate Reset Limited Recourse Capital Notes, Series 4 NVCC (the “LRCNs”). The LRCNs will

bear interest at a rate of

7.250

per cent annually, payable quarterly,

for the initial period ending on, but excluding, July 31, 2029. Thereafter,

the interest rate on the LRCNs will reset every

five years

at a rate

equal to the prevailing U.S. Treasury Rate plus

2.977

per cent. The LRCNs will mature on July 31, 2084. Concurrently with the issuance of the

LRCNs, the Bank will issue

750,000

Non-

Cumulative

7.250

% Fixed Rate Reset Preferred Shares, Series 31 NVCC (“Preferred Shares Series 31”). The Preferred

Shares Series 31 are eliminated on the Bank’s consolidated

financial statements. For LRCNs – Series 4, the amount represents the Canadian dollar equivalent of the U.S. dollar

notional amount.

On July 10, 2024, the Bank issued SGD

310

million of Fixed Rate Reset Perpetual Subordinated Additional Tier 1 Capital Notes,

Series 2023-9 NVCC (the “AT1 Perpetual Notes”). The

AT1 Perpetual Notes will bear interest at a rate of

5.700

per cent annually, payable semi-annually,

for the initial period ending on, but excluding, July 31, 2029. Thereafter,

the interest rate

on the AT1 Perpetual Notes will reset every

five years

at a rate equal to the prevailing 5-year SORA-OIS Rate plus

2.652

per cent. The AT1 Perpetual Notes have no

scheduled maturity

or redemption date. With the prior written approval of OSFI, the Bank may redeem the AT1

Perpetual Notes on July 31, 2029 and every January 31st and July 31st thereafter,

in whole or

in part, on not less than 10 nor more than 60 days’ prior notice to holders. For AT1

Perpetual Notes, the amount represents the Canadian dollar equivalent of the Singapore dollar notional

amount.

When the Bank purchases its own equity instruments as part of its trading business, they are classified as treasury

instruments and the cost of these instruments is recorded as a

reduction in equity.

TD BANK GROUP • THIRD QUARTER 2024 •

REPORT TO SHAREHOLDERS

Page 75

DIVIDENDS

On August 21, 2024, the Board approved a

dividend in an amount of one dollar and

two cents ($

1.02

) per fully paid common share in the

capital stock of the Bank

for the quarter ending October 31, 2024, payable

on and after October 31, 2024, to shareholders

of record at the close of business on October

10, 2024.

DIVIDEND REINVESTMENT PLAN

The Bank offers a dividend reinvestment plan

for its common shareholders. Participation in

the plan is optional and under the terms of the

plan, cash dividends on

common shares are used to purchase additional

common shares. At the option of the Bank,

the common shares may be issued from treasury

at an average

market price based on the last five trading

days before the date of the dividend payment,

with a discount of between

% to

% at the Bank’s discretion or

purchased from the open market at market

price.

During the three and nine months ended July 31,

2024, the Bank issued

1.6

million and

4.9

million common shares, respectively, from treasury with

discount.

During the three months ended July 31, 2023,

the Bank issued

2.0

million common shares from treasury with

discount. During the nine months

ended

July 31, 2023, the Bank issued

2.0

million common shares from treasury with

discount and

16.8

million common shares with a

% discount.

NORMAL COURSE ISSUER BID

On August 28, 2023,

the Bank announced that the Toronto Stock Exchange and OSFI approved

a normal course issuer bid (NCIB) to repurchase

for cancellation

up to

million of its common shares. The NCIB commenced

on August 31, 2023, and during the

three months ended July 31, 2024, the Bank

repurchased

13.3

million common shares under the NCIB at an

average price of $

76.68

per share for a total amount of $

1.0

billion. During the nine months ended

July 31, 2024, the Bank repurchased

49.4

million common shares under the NCIB, at

an average price of $

80.15

per share for a total amount of $

4.0

billion. From

the commencement of the NCIB to July 31,

2024, the Bank repurchased

71.4

million shares under the program.

NOTE 14: INSURANCE

(a)

INSURANCE SERVICE RESULT

Insurance revenue and expenses are presented

on the Interim Consolidated Statement

of Income under Insurance revenue and Insurance

service expenses,

respectively. Net income or expense from reinsurance is presented

in other income (loss).

The following table presents components of the

insurance service result

presented on the Interim Consolidated Statement

of Income for the Bank which includes

the results of property and casualty insurance,

life and health insurance,

as well as reinsurance issued and held in

Canada and internationally.

Insurance Service Result

(millions of Canadian dollars)

For the three months ended

For the nine months ended

July 31, 2024

July 31, 2023

July 31, 2024

July 31, 2023

Insurance revenue

1,782

1,611

5,123

4,667

Insurance service expenses

1,669

1,386

4,283

3,668

Insurance service result before reinsurance

contracts held

113

225

840

999

Net income (expense) from reinsurance

contracts held

(24)

(13)

(108)

Insurance service result

119

201

827

891

For the three and nine months ended July

31, 2024, the Bank recognized insurance

finance expenses (income) of $

130

million and $

310

million, respectively

(three and nine months ended July 31, 2023 –

) million and $

166

million, respectively), from insurance and reinsurance

contracts in other income (loss). The

Bank’s investment return on securities supporting

insurance contracts is comprised

of interest income reported in net interest

income and fair value changes

reported in other income (loss). Investment return

(loss) on securities supporting insurance

contracts was $

117

million and $

283

million, respectively, for the three

and nine months ended July 31, 2024 (three and

nine months ended July 31, 2023 – ($

) million and $

182

million, respectively).

(b)

INSURANCE CONTRACT LIABILITIES

Insurance contract liabilities are comprised

of amounts related to the LRC, LIC and

other insurance liabilities.

The following table presents LRC and LIC balances

for property and casualty insurance contracts.

Property and casualty insurance contract liabilities by

LRC and LIC

(millions of Canadian dollars)

As at

July 31, 2024

July 31, 2023

Liability for

remaining coverage

incurred claims

Total

remaining coverage

incurred claims

Total

Estimates

of the

present

Excluding

value of

Excluding

value of

loss

Loss

future

Risk

loss

Loss

future

Risk

component

cash flows

adjustment

component

cash flows

adjustment

Balance at beginning of period

Insurance contract liabilities

630

129

4,740

220

5,719

623

113

4,700

208

5,644

Balance at end of period

Insurance contract liabilities

699

144

5,124

234

6,201

577

144

4,692

205

5,618

For property and casualty contracts,

during the three and nine months ended

July 31, 2024, the Bank recognized insurance

revenue of $

1,416

million and

4,047

million, respectively (three and nine months

ended July 31, 2023 – $

1,258

million and $

3,616

million, respectively), insurance service expenses

1,444

million and $

3,648

million, respectively (three and nine months ended

July 31, 2023 – $

1,205

million and $

3,108

million, respectively), and insurance

finance expenses of $

141

million and $

339

million, respectively (insurance finance expenses

(income) during the three and nine

months ended July 31, 2023 –

) million and $

179

million, respectively).

TD BANK GROUP • THIRD QUARTER 2024 •

REPORT TO SHAREHOLDERS

Page 76

Other insurance liabilities were $

142

million as at July 31, 2024 (October 31, 2023

– $

127

million) and include life and health insurance

contract liabilities of

122

million (October 31, 2023 – $

124

million).

(c)

RISK ADJUSTMENT FOR NON-FINANCIAL

RISK AND DISCOUNTING

The risk adjustment reflects an amount that

an insurer would rationally pay to remove

the uncertainty that future cash flows will exceed

the expected value amount.

The Bank has estimated the risk adjustment

for its property and casualty operations’

LIC using statistical techniques in accordance

with Canadian accepted

actuarial principles to develop potential future observations

and a confidence level of 90th percentile.

Insurance contract liabilities are calculated

by discounting expected future cash flows.

The interest rates used to discount the Bank’s

insurance balances over a

duration of

10 years

range from

4.7

% to

4.2

% as at July 31, 2024 (October 31, 2023 –

5.7

% to

5.5

%).

NOTE 15: SHARE-BASED COMPENSATION

For the three and nine months ended July

31, 2024, the Bank recognized compensation

expense for stock option awards of $

7.8

million and $

28.3

million,

respectively (three and nine months ended

July 31, 2023 – $

7.0

million and $

28.9

million, respectively). During the three

months ended July 31, 2024 and

July 31, 2023,

nil

stock options were granted by the Bank.

During the nine months ended July 31, 2024,

2.5

million (nine months ended July 31, 2023 –

2.5

million)

stock options were granted by the Bank at

a weighted-average fair value of $

14.36

per option (July 31, 2023 – $

14.70

per option).

The following table summarizes the assumptions

used for estimating the fair value of options

for the nine months ended July 31, 2024 and

July 31, 2023.

Assumptions Used for Estimating the

Fair Value of Options

(in Canadian dollars, except as noted)

For the nine months ended

July 31

2024

2023

Risk-free interest rate

3.41

2.87

Option contractual life

10 years

Expected volatility

18.92

18.43

Expected dividend yield

3.78

3.69

Exercise price/share price

81.78

90.55

The risk-free interest rate is based on Government

of Canada benchmark bond yields as

at the grant date. Expected volatility is

calculated based on the historical

average daily volatility and expected dividend

yield is based on dividend payouts in the last

fiscal year. These assumptions are measured over a period

corresponding to the option contractual life.

NOTE 16: EMPLOYEE BENEFITS

The following table summarizes expenses for

the Bank’s principal pension and non-pension

post-retirement defined benefit plans

and the Bank’s other material

defined benefit pension plans, for the

three and nine months ended July 31, 2024

and July 31, 2023. Other employee defined

benefit plans operated by the Bank

and certain of its subsidiaries are not considered

material for disclosure purposes.

Defined Benefit Plan Expenses

(millions of Canadian dollars)

Principal post-retirement

Principal pension plans

benefit plan

Other pension plans

For the three months ended

July 31

2024

2023

2024

2023

2024

2023

Service cost – benefits earned

Net interest cost (income) on net defined

benefit liability (asset)

(21)

(25)

Interest cost on asset limitation and minimum

funding

requirement

–

Past service cost

–

Defined benefit administrative expenses

–

Total

For the nine months ended

July 31

2024

2023

2024

2023

2024

2023

Service cost – benefits earned

162

186

Net interest cost (income) on net defined

benefit liability (asset)

(62)

(75)

Interest cost on asset limitation and minimum

funding

requirement

–

Past service cost

–

Defined benefit administrative expenses

–

Total

150

133

Includes Canada Trust defined benefit pension plan, TD Banknorth defined benefit pension

plan, TD Auto Finance defined benefit pension plan, TD Insurance defined benefit pension

plan, and supplemental executive defined benefit pension plans.

Relates to the Pension Fund Society that was modified in the prior quarter.

TD BANK GROUP • THIRD QUARTER 2024 •

REPORT TO SHAREHOLDERS

Page 77

The following table summarizes expenses for

the Bank’s defined contribution plans for the three

and nine months ended July 31, 2024 and

July 31, 2023.

Defined Contribution Plan Expenses

(millions of Canadian dollars)

For the three months ended

For the nine months ended

July 31

2024

2023

2024

2023

Defined contribution pension plans

239

188

Government pension plans

118

110

447

404

Total

199

172

686

592

Includes defined contribution portion of the TD Pension Plan (Canada) and TD Bank, N.A. defined contribution 401(k)

plan.

Includes Canada Pension Plan, Quebec Pension Plan, and Social Security under the U.S.

Federal Insurance Contributions Act

The following table summarizes the remeasurements

recognized in OCI for the Bank’s principal pension

and postretirement

defined benefit plans and certain of

the Bank’s other material defined benefit pension

plans, for the three and nine months ended

July 31, 2024 and July 31, 2023.

Amounts Recognized in Other Comprehensive

Income for Remeasurement of Defined

Benefit Plans

1,2,3

(millions of Canadian dollars)

Principal post-retirement

Principal pension plans

benefit plan

Other pension plans

For the three months ended

July 31

2024

2023

2024

2023

2024

2023

Remeasurement gain/(loss) – financial

(314)

253

(15)

(18)

–

Remeasurement gain/(loss) – return on plan

assets less

interest income

704

(412)

–

Change in asset limitation and minimum

funding requirement

(34)

–

Total

356

(148)

(15)

(18)

–

For the nine months ended

July 31

2024

2023

2024

2023

2024

2023

Remeasurement gain/(loss) – financial

(999)

(276)

(38)

(14)

(43)

–

Remeasurement gain/(loss) – return on plan

assets less

interest income

980

–

Change in asset limitation and minimum

funding requirement

166

190

–

Total

147

(74)

(38)

(14)

(43)

–

Excludes the Canada Trust defined benefit pension plan, TD Banknorth defined benefit

pension plan, TD Auto Finance defined benefit pension plan, TD Insurance defined benefit pension

plan, and other employee defined benefit plans operated by the Bank and certain of its subsidiaries not considered material for

disclosure purposes as these plans are not remeasured on

a quarterly basis.

Changes in discount rates and return on plan assets are reviewed and updated on a quarterly basis. All other assumptions

are updated annually.

Amounts are presented on a pre-tax basis.

NOTE 17: INCOME TAXES

International Tax Reform – Pillar Two Global Minimum Tax

The OECD published Pillar Two model rules as part of its

efforts toward international tax reform. The

Pillar Two model rules provide for the implementation of a

15% global minimum tax for large multinational

enterprises, which is to be applied on a

jurisdiction-by-jurisdiction basis. Pillar

Two legislation was enacted in

Canada on June 20, 2024 under Bill C-69,

which includes the

Global Minimum Tax Act

addressing the Pillar Two model rules. The rules will be

effective for the

Bank for the fiscal year beginning on November

1, 2024. Similar legislation has also passed

in other jurisdictions in which the Bank operates.

The Bank is currently

assessing the impact of the new legislation.

Other Tax Matters

The Canada Revenue Agency (CRA), Revenu

Québec Agency (RQA) and Alberta

Tax and Revenue Administration (ATRA) are denying certain dividend and

interest deductions claimed by the Bank.

As at July 31, 2024, the CRA has reassessed

the Bank for $

1,661

million for the years 2011 to 2018, the RQA has

reassessed the Bank for $

million for the years 2011 to 2018, and the ATRA has reassessed the Bank for $

million for the years 2011 to 2018. In total, the

Bank has been reassessed for $

1,784

million of income tax and interest. The Bank

expects to continue to be reassessed

for open years. The Bank is of the view

that its tax filing positions were appropriate

and filed a Notice of Appeal with the Tax Court of Canada on March 21,

2023.

TD BANK GROUP • THIRD QUARTER 2024 •

REPORT TO SHAREHOLDERS

Page 78

NOTE 18: EARNINGS PER SHARE

Basic earnings per share is calculated by

dividing net income attributable to common

shareholders by the weighted-average number

of common shares

outstanding for the period.

Diluted earnings per share is calculated using

the same method as basic earnings per

share except that certain adjustments are made

to net income

attributable to common shareholders and

the weighted-average number of shares outstanding

for the effects of all dilutive potential common

shares that are

assumed to be issued by the Bank.

The following table presents the Bank’s basic and

diluted earnings per share for the three and

nine months ended July 31, 2024 and

July 31, 2023.

Basic and Diluted Earnings Per Share

(millions of Canadian dollars, except

as noted)

For the three months ended

For the nine months ended

July 31

2024

2023

2024

2023

Basic earnings (loss) per share

Net income (loss) attributable to common

shareholders

(250)

2,807

4,874

7,401

Weighted-average number of common shares outstanding

(millions)

1,747.8

1,834.8

1,762.4

1,827.9

Basic earnings (loss) per share

(Canadian dollars)

(0.14)

1.53

2.77

4.05

Diluted earnings (loss) per share

Net income (loss) attributable to common

shareholders

(250)

2,807

4,874

7,401

Net income (loss) attributable to common

shareholders including impact of dilutive

securities

(250)

2,807

4,874

7,401

Weighted-average number of common shares outstanding

(millions)

1,747.8

1,834.8

1,762.4

1,827.9

Effect of dilutive securities

Stock options potentially exercisable (millions)

0.8

1.5

1.2

2.0

Weighted-average number of common shares outstanding

– diluted (millions)

1,748.6

1,836.3

1,763.6

1,829.9

Diluted earnings (loss) per share

(Canadian dollars)

(0.14)

1.53

2.76

4.04

Amounts for the three and nine months ended July 31, 2023 have been restated for the adoption of IFRS 17. Refer

to Note 2 for details.

For the three and nine months ended July 31, 2024, the computation of diluted earnings per share excluded average

options outstanding of

7.2

million and

6.8

million, respectively, with a

weighted-average exercise price of $

89.16

and $

89.69

, respectively, as the option price was greater than

the average market price of the Bank’s common shares. For the three and nine

months ended July 31, 2023, the computation of diluted earnings per share excluded average options outstanding of

4.9

million and

4.4

million, respectively, with a weighted-average

exercise price of $

92.89

and $

93.16

, respectively, as the option price was greater

than the average market price of the Bank’s common shares.

TD BANK GROUP • THIRD QUARTER 2024 •

REPORT TO SHAREHOLDERS

Page 79

NOTE 19: PROVISIONS AND CONTINGENT

LIABILITIES

Other than as described below, there have been no new

significant events or transactions except

as previously identified in Note 26 of

the Bank’s 2023 Annual

Consolidated Financial Statements.

(a)

RESTRUCTURING

The Bank continued to undertake certain

measures in the third quarter of 2024 to reduce

its cost base and achieve greater efficiency. In connection with these

measures, the Bank incurred $

110

million and $

566

million of restructuring charges during

the three and nine months ended July 31,

2024, respectively. The

restructuring costs primarily relate to: (i)

employee severance and other personnel-related

costs recorded as provisions and (ii) real estate

optimization mainly

recorded as a reduction to buildings.

The restructuring program has concluded.

(b)

LEGAL AND REGULATORY MATTERS

Other than as described below, there have been no new

significant legal and regulatory matters, and

no significant developments to the matters

previously

identified in Note 26 of the Bank’s 2023 Annual

Consolidated Financial Statements.

In the ordinary course of business, the Bank

and its subsidiaries are involved in various

legal and regulatory actions, including

but not limited to civil claims and

lawsuits, regulatory examinations, investigations,

audits, and requests for information by

governmental, regulatory and self-regulatory

agencies and law

enforcement authorities in various jurisdictions,

in respect of our businesses and compliance

programs. The Bank establishes provisions

when it becomes

probable that the Bank will incur a loss and

the amount can be reliably estimated. The

Bank also estimates the aggregate range of reasonably

possible losses

(RPL) in its legal and regulatory actions (that

is, those which are neither probable nor

remote), in excess of provisions. As at

July 31, 2024, the Bank’s RPL is from

zero

to approximately $

1.33

billion (October 31, 2023 – from

zero

to approximately $

1.44

billion). The Bank’s provisions and RPL

represent the Bank’s best

estimates based upon currently available information

for actions for which estimates can be made,

but there are a number of factors that

could cause the Bank’s

provisions and/or RPL to be significantly different

from its actual or RPL. For example, the Bank’s

estimates involve significant judgment due

to the varying stages

of the proceedings, the existence of multiple defendants

in many proceedings whose share of liability

has yet to be determined, the numerous

yet-unresolved

issues in many of the proceedings, some of

which are beyond the Bank’s control and/or involve

novel legal theories and interpretations,

the attendant uncertainty

of the various potential outcomes of such

proceedings, and the fact that the underlying

matters will change from time to time. In addition,

some actions seek very

large or indeterminate damages.

In connection with the civil and criminal investigations

into the Bank’s U.S.

Bank Secrecy Act

(BSA)/anti-money laundering (AML) program

by its U.S. prudential

regulators, the Financial Crimes Enforcement

Network (FinCEN) and the U.S. Department

of Justice (DOJ),

and in anticipation of a global resolution,

which will

include monetary and non-monetary penalties,

the Bank has taken a further provision of $

3.57

billion (US$

2.60

billion) to reflect the Bank’s current estimate of

the

total fines related to these matters. In the second

quarter of 2024, the Bank took an initial

provision of $

615

million (US$

450

million) in connection with its

discussions with one of its U.S. regulators

related to this matter. The Bank expects that a global resolution

will be finalized by calendar year end.

The Bank has been named as a defendant

in four overlapping proposed class action lawsuits

purporting to be brought on behalf of

shareholders alleging that its

disclosure with respect to its U.S. AML program

has been misleading. None of these proposed

class actions have been certified or granted leave

to proceed by the

court, and losses or damages cannot be estimated

at this time.

The Bank and certain of its subsidiaries have

resolved the investigations by the Securities

and Exchange Commission (SEC) and

the Commodity Futures

Trading Commission (CFTC) concerning compliance

with records preservation requirements relating

to business communications exchanged on

unapproved

electronic channels. The Bank and its subsidiaries

in the aggregate paid penalties totaling

US$

124.5

million, for which the Bank is fully provisioned,

and agreed to

various other customary terms similar to those

imposed on other financial institutions

that have resolved similar investigations.

On May 31, 2024, the claims against the Bank

were dismissed with prejudice in

Rotstain v. Trustmark National Bank, et al

. On June 3, 2024, the United States

Supreme Court denied R. Allen Stanford’s request

for rehearing regarding the denial of his petition

for a writ of certiorari in which he challenged

the settlement in

this action. This brings to a close the Stanford

litigation in the United States.

In the second quarter of 2024, the Bank and

certain of its subsidiaries reached a settlement

in principle relating to a civil matter, pursuant to which

the Bank

recorded a provision of $

274

million.

In management’s opinion, based on its current

knowledge and after consultation with counsel,

the ultimate disposition of these actions, individually

or in the

aggregate, will not have a material adverse

effect on the consolidated financial condition

or the consolidated cash flows of the Bank.

However, because of the

factors listed above, as well as other uncertainties

inherent in litigation and regulatory matters,

there is a possibility that the ultimate resolution

of legal or regulatory

actions may be material to the Bank’s consolidated

results of operations for any particular

reporting period.

TD BANK GROUP • THIRD QUARTER 2024 •

REPORT TO SHAREHOLDERS

Page 80

NOTE 20: SEGMENTED INFORMATION

For management reporting purposes, the Bank reports

its results from business operations and

activities under 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.

Canadian Personal and Commercial

Banking provides financial products and services

to personal, small business and commercial

customers, and includes

TD Auto Finance Canada. U.S. Retail is

comprised of personal and business banking

in the U.S., TD Auto Finance U.S., the

U.S. wealth business,

as well as the

Bank’s equity investment in Schwab. Wealth Management

and Insurance includes the Canadian

wealth business which provides investment products

and services

to institutional and retail investors, and the insurance

business which provides property and

casualty insurance, as well as life and health

insurance products to

customers across Canada. Effective the first quarter

of 2024, certain asset management businesses

which were previously reported in the

U.S. Retail segment are

now reported in the Wealth Management and

Insurance segment. Comparative period information

has been adjusted to reflect the new alignment.

Wholesale

Banking provides a wide range of capital

markets, investment banking, and corporate

banking products and services,

including underwriting and distribution

of new

debt and equity issues, providing advice

on strategic acquisitions and divestitures, and

meeting the daily trading, funding, and investment

needs of the Bank’s

clients. The Corporate segment includes the

effects of certain asset securitization programs,

treasury management, elimination of taxable equivalent

adjustments

and other management reclassifications,

corporate level tax items, and residual unallocated

revenue and expenses.

The following table summarizes the segment

results for the three and nine months ended

July 31, 2024 and July 31, 2023.

Results by Business Segment

1,2

(millions of Canadian dollars)

Canadian

Wealth

Personal and

Management

Commercial Banking

U.S. Retail

and Insurance

Wholesale Banking

Corporate

Total

For the three months ended July 31

2024

2023

2024

2023

2024

2023

2024

2023

2024

2023

2024

2023

Net interest income (loss)

3,994

3,571

2,936

2,877

316

258

(26)

270

359

313

7,579

7,289

Non-interest income (loss)

1,009

999

616

606

3,033

2,700

1,821

1,298

118

6,597

5,625

Total revenue

5,003

4,570

3,552

3,483

3,349

2,958

1,795

1,568

477

335

14,176

12,914

Provision for (recovery of)

credit losses

435

379

378

249

–

118

141

113

1,072

766

Insurance service expenses

–

1,669

1,386

–

1,669

1,386

Non-interest expenses

1,967

1,895

5,498

1,972

1,104

979

1,310

1,247

1,133

1,266

11,012

7,359

Income (loss) before income taxes

and share of net income from

investment in Schwab

2,601

2,296

(2,324)

1,262

576

593

367

296

(797)

(1,044)

423

3,403

Provision for (recovery of)

income taxes

729

641

129

148

146

162

(260)

(271)

794

704

Share of net income from

investment in Schwab

4,5

–

178

191

–

(9)

190

182

Net income (loss)

1,872

1,655

(2,275)

1,305

430

431

317

272

(525)

(782)

(181)

2,881

For the nine months ended July 31

2024

2023

2024

2023

2024

2023

2024

2023

2024

2023

2024

2023

Net interest income (loss)

11,639

10,487

8,676

9,078

905

799

361

1,293

951

793

22,532

22,450

Non-interest income (loss)

3,087

3,076

1,826

1,689

8,693

7,875

5,154

3,037

417

(615)

19,177

15,062

Total revenue

14,726

13,563

10,502

10,767

9,598

8,674

5,515

4,330

1,368

178

41,709

37,512

Provision for (recovery of)

credit losses

1,325

953

1,143

639

–

183

493

393

3,144

2,055

Insurance service expenses

–

4,283

3,668

–

4,283

3,668

Non-interest expenses

5,908

5,661

10,505

6,034

3,178

2,951

4,240

3,319

3,612

4,262

27,443

22,227

Income (loss) before income taxes

and share of net income from

investment in Schwab

7,493

6,949

(1,146)

4,094

2,137

2,054

1,092

942

(2,737)

(4,477)

6,839

9,562

Provision for (recovery of)

income taxes

2,097

1,940

197

541

531

545

209

189

(877)

(713)

2,157

2,502

Share of net income from

investment in Schwab

4,5

–

555

742

–

(30)

(34)

525

708

Net income (loss)

5,396

5,009

(788)

4,295

1,606

1,509

883

753

(1,890)

(3,798)

5,207

7,768

Amounts for the three and nine months ended July 31, 2023 have been restated for the adoption of IFRS 17. Refer to Note

2 for details.

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.

Net interest income within Wholesale Banking is calculated on a taxable equivalent basis (TEB). The TEB adjustment

reflected in Wholesale Banking is reversed in the Corporate

segment.

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.

The Bank’s share of Schwab’s earnings is reported with a one-month lag. Refer to

Note 7 for further details.

Total Assets by Business Segment

(millions of Canadian dollars)

Canadian

Wealth

Personal and

Management

Wholesale

Commercial Banking

U.S. Retail

and Insurance

Banking

Corporate

Total

As at July 31, 2024

Total assets

579,763

560,691

22,034

668,249

136,444

1,967,181

As at October 31, 2023

Total assets

560,303

561,350

22,293

673,398

137,795

1,955,139

Balances as at October 31, 2023 have been restated for the adoption of IFRS 17. Refer to Note 2 for details.

TD BANK GROUP • THIRD QUARTER 2024 •

REPORT TO SHAREHOLDERS

Page 81

NOTE 21: INTEREST INCOME AND EXPENSE

The following tables present interest income

and interest expense by basis of accounting

measurement.

Interest Income

(millions of Canadian dollars)

For the three months ended

For the nine months ended

July 31, 2024

July 31, 2023

July 31, 2024

July 31, 2023

Measured at amortized cost

20,586

17,866

59,846

50,027

Measured at FVOCI – Debt instruments

966

877

2,864

2,393

21,552

18,743

62,710

52,420

Measured or designated at FVTPL

2,173

2,113

6,670

5,666

Measured at FVOCI – Equity instruments

235

212

Total

23,806

20,935

69,615

58,298

Interest income is calculated using EIRM.

Interest Expense

(millions of Canadian dollars)

For the three months ended

For the nine months ended

July 31, 2024

July 31, 2023

July 31, 2024

July 31, 2023

Measured at amortized cost

12,939

10,916

37,635

29,199

Measured or designated at FVTPL

3,288

2,730

9,448

6,649

Total

16,227

13,646

47,083

35,848

Interest expense is calculated using EIRM.

NOTE 22: REGULATORY CAPITAL

The Bank manages its capital under guidelines

established by OSFI. The regulatory

capital guidelines measure capital in relation

to credit, market, and operational

risks. The Bank has various capital policies,

procedures, and controls which it utilizes

to achieve its goals and objectives. The Bank

is designated as a domestic

systemically important bank (D-SIB) and

a global systemically important bank (G-SIB).

Canadian banks designated as D-SIBs are required

to comply with OSFI’s minimum targets for risk-based

capital and leverage ratios. The minimum

targets

include a D-SIB surcharge and Domestic Stability

Buffer (DSB) for Common Equity Tier 1 (CET1), Tier 1, Total Capital and risk-based Total Loss Absorbing

Capacity (TLAC) ratios. The DSB level

was increased to

3.5

% as of November 1, 2023, which sets these

minimum target ratios at

11.5

13.0

15.0

% and

25.0

%, respectively. The OSFI target includes the greater of the

D-SIB or G-SIB surcharge, both of which

are currently

% for the Bank. On February 1, 2023,

OSFI announced revisions to the Leverage

Requirements Guideline to introduce a requirement

for D-SIBs to hold a leverage ratio buffer of

0.50

% in addition to the

existing minimum requirement. This sets

the minimum targets for leverage and TLAC

leverage ratios at

3.5

% and

7.25

%, respectively.

The Bank complied with all minimum risk-based

capital and leverage ratio requirements

set by OSFI in the nine months ended July

31, 2024.

The following table summarizes the Bank’s regulatory

capital positions as at July 31, 2024 and October

31, 2023.

The impact to CET1 capital upon adoption

of IFRS 17 is immaterial to the Bank.

Regulatory Capital Position

(millions of Canadian dollars, except

as noted)

As at

July 31

October 31

2024

2023

Capital

Common Equity Tier 1 Capital

78,377

82,317

Tier 1 Capital

88,898

92,752

Total Capital

99,481

103,648

Risk-weighted assets used in the calculation

of capital ratios

610,482

571,161

Capital and leverage ratios

Common Equity Tier 1 Capital ratio

12.8

14.4

Tier 1 Capital ratio

14.6

16.2

Total Capital ratio

16.3

18.1

Leverage ratio

4.1

4.4

TLAC Ratio

29.1

32.7

TLAC Leverage Ratio

8.3

8.9

TD BANK GROUP • THIRD QUARTER 2024 •

REPORT TO SHAREHOLDERS

Page 82

SHAREHOLDER AND INVESTOR INFORMATION

Shareholder Services

If you:

And your inquiry relates to:

Please contact:

Are a registered shareholder (your name 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

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 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

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.: 201-680-6610

Email inquiries: web.queries@computershare.com

For electronic access to your account visit:

www.computershare.com/investor

Beneficially own TD shares that are

held in 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.

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

Quarterly Earnings Conference Call

TD Bank Group will host an earnings conference

call in Toronto, Ontario on

August 22, 2024.

The call will be audio webcast live through

TD’s website at

8:00 a.m. ET. The call will feature presentations

by TD executives on the Bank’s

financial results for the third quarter and

discussions of related disclosures,

followed by a question-and-answer period with analysts.

The presentation material referenced during

the call will be available on the TD website

www.td.com/investor

on August 22, 2024, in advance

of the call. A

listen-only telephone line is available at 416-641-6150

or 1-866-696-5894 (toll free) and the

passcode is 2727354#.

The audio webcast and presentations will be

archived at

www.td.com/investor

. Replay of the teleconference will be available

from 5:00 p.m. ET on

August 22, 2024,

until 11:59 p.m. ET on September

6, 2024, by calling 905-694-9451 or 1-800-408-3053

(toll free). The passcode is 7300743#.

Annual Meeting

Thursday, April 10, 2025

Toronto, Ontario

ex992

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 JULY

31, 2024

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 July 31, 2024 and adjusted to a before-tax

equivalent using an effective tax rate of 37.8%

for the twelve months ended July 31, 2024,

amounted to

$498.4 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 $902.2 million

for the twelve months ended

July 31, 2024.

The Bank’s reported net income, before interest

on subordinated debt and liabilities for preferred

shares and capital trust securities and income

taxes was $10,584 million for the twelve

months ended July 31, 2024,

which was 11.7 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 other equity instruments

and capital

trust securities and income taxes for the twelve

months ended July 31,

2024,

was $17,497 million, which was 19.4 times

the Bank’s aggregate dividend and

interest requirement for this period.

The Bank prepares its interim 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 “reported”

results. The Bank also utilizes non-GAAP

financial

measures such as “adjusted”

results (i.e. reports 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 under

IFRS, and, therefore, may

not be comparable to similar terms used by

other issuers. See “How We Performed”

and “Quarterly Results” sections of the

Bank’s third quarter 2024

MD&A

(available at www.td.com/investor and www.sedarplus.ca), which are incorporated

by reference, for further explanation,

reported basis results, a list of the items of

note, and a reconciliation of adjusted to reported

results.

ex993

RETURN ON ASSETS, DIVIDEND PAYOUTS, AND EQUITY TO ASSETS RATIOS

For the three months ended

For the year ended

July 31, 2024

April 30, 2024

October 31, 2023

Return on Assets – reported

(0.05)

0.50

0.52

Return on Assets – adjusted

0.72

0.76

0.75

Dividend Payout Ratio – reported

n/m

75.8

69.5

Dividend Payout Ratio – adjusted

49.8

50.0

48.5

Equity to Asset Ratio

5.7

5.8

5.9

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. For further explanation regarding reported basis results, list

of the items of note, and a reconciliation of adjusted to reported results,

refer to “Significant Events” and “How We Performed” sections

of the Bank’s third quarter 2024 MD&A (available

at www.td.com/investor and www.sedar.com),

which are incorporated by reference.

Calculated as reported net income available to common shareholders divided by average total assets.

Calculated as adjusted net income available to common shareholders divided by average total assets.

Calculated as dividends declared per common share divided by reported basic earnings per share.

Not meaningful.

Calculated as dividends declared per common share divided by adjusted basic earnings per share.

Calculated as average total equity divided by average total assets.

ex994

ex994p1i0

TD BANK GROUP • THIRD QUARTER 2024 • EARNINGS

NEWS RELEASE

Page 1

TD Bank Group Reports Third Quarter 2024 Results

Earnings News Release

•

Three and nine months ended July 31, 2024

This quarterly Earnings News Release should

be read in conjunction with the Bank’s

unaudited third quarter 2024 Report to Shareholders

for the three and nine

months ended July 31, 2024, prepared in accordance

with International Financial Reporting Standards

(IFRS) as issued by the International

Accounting Standards

Board (IASB), which is available on our website

at http://www.td.com/investor/.

This analysis is dated

August 21, 2024. 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 with the presentation

adopted in the current period.

Additional information relating to the Bank

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 with generally

accepted accounting principles (GAAP),

in accordance with IFRS.

Adjusted results are non-GAAP financial

measures.

For additional information about the Bank’s use

of non-GAAP financial measures, refer

to “Significant and Subsequent Events” and

“Non-GAAP and Other

Financial Measures” in the “How We Performed”

section of this document.

THIRD QUARTER FINANCIAL HIGHLIGHTS,

compared with the third quarter

last year:

●

Reported diluted earnings (loss) per share

were $(0.14),

compared with $1.53.

●

Adjusted diluted earnings per share were

$2.05, compared with $1.95.

●

Reported net income (loss) was $(181)

million, compared with $2,881 million.

●

Adjusted net income was $3,646 million,

compared with $3,649 million.

YEAR-TO-DATE FINANCIAL HIGHLIGHTS, nine months ended July

31, 2024, compared with the corresponding

period last year:

●

Reported diluted earnings per share were

$2.76, compared with $4.04.

●

Adjusted diluted earnings per share were

$6.09, compared with $6.09.

●

Reported net income was $5,207 million,

compared with $7,768 million.

●

Adjusted net income was $11,072 million,

compared with $11,510 million.

THIRD QUARTER ADJUSTMENTS (ITEMS

OF NOTE)

The third quarter reported earnings figures

included the following items of note:

●

Amortization of acquired intangibles

of $64 million ($56 million after-tax or

3 cents per share), compared with $88

million ($75 million after-tax or

4 cents per share) in the third quarter last

year.

●

Acquisition and integration charges related

to the Schwab transaction of $21 million

($18 million after-tax or 1 cent per share),

compared with

$54 million ($44 million after-tax or 2 cents

per share) in the third quarter last year.

●

Restructuring charges of $110 million ($81 million after-tax

or 5 cents per share).

●

Acquisition and integration charges related

to the Cowen acquisition of $78 million

($60 million after-tax or 3 cents per share),

compared with

$143 million ($105 million after-tax or 6 cents

per share) in the third quarter last year.

●

Impact from the terminated First Horizon

Corporation (FHN) acquisition-related

capital hedging strategy of $62 million ($46

million after-tax or 3

cents per share), compared with $177 million

($134 million after-tax or 8 cents

per share) in the third quarter last year.

●

Provision for investigations related to the

Bank’s

AML program of $3,566 million ($3,566

million after-tax or $2.04 per share).

TORONTO

, August 22, 2024 – TD Bank Group (“TD”

or the “Bank”) today announced its financial

results for the third quarter ended July

31, 2024. Reported

earnings were a loss of $181 million, compared

with reported

earnings of $2,881 million in the third quarter

last year, and adjusted earnings were $3.6 billion,

relatively flat.

The Bank’s reported results include the impact

of the US$2,600 million provision for investigations

related to the Bank’s anti-money laundering (AML)

program,

which, together with the provision taken last quarter

in connection with this matter, reflects the Bank’s current

estimate of the total fines related to this

matter.

“TD delivered

record revenue

and net

income in

Canadian Personal

and Commercial

Banking, continued

operating momentum

in the

U.S., and

strong results

across

our

markets-driven

businesses,”

said

Bharat

Masrani,

Group

President

and

CEO,

Bank

Group.

“We

continued

invest

new

and

innovative

capabilities and expanded our product offerings

to better serve our customers and clients.”

Canadian Personal and

Commercial Banking delivered

record net

income and

revenue supported by

continued volume growth

and strong operating

leverage

Canadian Personal and Commercial Banking net income

was $1,872 million, an increase of 13% compared to the third quarter last

year, reflecting higher revenue,

partially

offset

by higher

non-interest expenses

and provisions

for credit

losses. The

segment delivered

record revenue

of $5,003

million,

increase of

9%,

primarily reflecting volume growth and

margin expansion.

Canadian Personal and Commercial Banking grew its leading deposit franchise with another strong quarter for account openings. TD further expanded its market-

leading credit card business to

reach a milestone of more

than 8 million active

accounts and delivered market share

gains in Real Estate Secured

Lending while

supporting its growing customer base.

This quarter, TD added more value

for New to Canada customers, including offers for

both TD Direct Investing and the TD

Cash Back Visa Card. The Bank also enhanced its TD Student Line of Credit offering, supporting Canada’s next generation of doctors, dentists, and veterinarians.

In addition, Business Banking launched TD

Innovation Partners, a full-service banking

and financing solutions platform for

technology and innovation companies.

The U.S. Retail Bank delivered operating

momentum in a challenging environment

U.S. Retail reported net loss for the quarter was

$2,275 million (US$1,658 million), compared

with reported net income of $1,305 million (US$977

million) in the

third quarter last year. On an adjusted basis, net income

was $1,291 million (US$942 million), a decrease

of $77

million (US$83 million). Reported net income

for

the quarter from the Bank’s investment in The

Charles Schwab Corporation (“Schwab”)

was $178 million (US$129 million), a decrease

of $13 million

(US$13 million).

TD BANK GROUP • THIRD QUARTER 2024 • EARNINGS

NEWS RELEASE

Page 2

The U.S. Retail Bank, which excludes the Bank’s investment

in Schwab, reported net loss was $2,453

million (US$1,787 million), compared with reported

net

income of $1,114 million (US$835 million) in the third quarter last

year, primarily reflecting the impact of the provision for investigations

related to the Bank’s AML

program. On an adjusted basis net income

was $1,113 million, a decrease of $64 million from the third

quarter last year, primarily reflecting higher PCL and higher

non-interest expenses, partially offset by higher

revenue. In U.S. dollars, adjusted net income

was US$813 million, a decrease of US$70

million, reflecting higher

PCL and lower revenue.

This quarter, the U.S. Retail Bank continued to deliver strong

operating momentum with stable deposits excluding

Schwab sweep deposits, and year-over-year

peer-leading loan growth.

The Commercial Banking Middle Market loan

balances and lending fees grew 18% and 9% respectively

year-over-year. In addition, TD

Bank, America’s Most Convenient Bank

ranked highest among national banks

in the J.D.

Power 2024 U.S. Online Banking

Satisfaction Study

, reflecting

investments in digital banking and continued

enhancements to customer experience.

For the fifth year in a row, TD Auto Finance ranked #1 in

Dealer Satisfaction

among Non-Captive National Prime Automotive

Finance Lenders in the J.D. Power 2024

U.S. Dealer Financing Satisfaction Study

Wealth Management and Insurance delivered

record revenue while net income reflects

impact from severe weather events

Wealth Management and Insurance net income

was $430 million, relatively flat compared

with the third quarter last year. Driven by strong business

fundamentals,

Wealth Management and Insurance delivered record

revenues of $3,349 million reflecting higher

insurance premiums, asset growth, higher deposit

margins, and

increased trades per day in the Direct

Investing business. TD Insurance reported

higher claims costs due to severe weather

events in the Greater Toronto Area

and wildfires in Alberta, in addition to increased

claims severity.

Wealth Management and Insurance continued to invest

in client-centric innovation this quarter. TD Direct Investing

was the first bank-owned brokerage

in Canada

to launch partial shares trading, enabling investors

to buy and sell a fraction of stocks and exchange-traded

funds. TD Insurance supported customers

and

communities in their moments of need by

providing advice and assistance to those impacted

by severe weather-related events this

quarter.

Wholesale Banking continued its growth,

with revenues up on broader and stronger

capabilities

Wholesale Banking reported net income for

the quarter was $317 million, an increase

of $45 million compared with the third

quarter last year, primarily reflecting

higher revenues, partially offset by higher PCL

and non-interest expenses. On an adjusted

basis, net income was $377 million, flat

compared to the third quarter

last year. Revenue for the quarter was $1,795 million, an increase

of $227 million, or 14%, compared with

the third quarter last year, reflecting higher trading-

related revenue, lending revenue, advisory

and underwriting fees.

This quarter, Wholesale Banking continued to gain momentum

across its banking and markets businesses.

In June, TD Securities colleagues across North

America participated in the annual TD Securities

Underwriting Hope Campaign, which raised

more than $2.1 million in support of children

and youth-related

charities.

Update on TD’s AML remediation program

TD is undertaking a remediation of its U.S.

AML Program. As part of this work, the

Bank has been making investments in

its risk and control infrastructure,

including onboarding leadership with deep

subject matter expertise supported by increased

staffing resources, implementing new cross-functional

procedures for

preventing, detecting and reporting suspicious

activity; and investing in data and

technology, training and process design to enable improved transaction

monitoring and data analytics capabilities.

Capital

TD’s Common Equity Tier 1 Capital ratio was 12.8%.

Conclusion

“Looking ahead, TD is strong and well-positioned

to navigate the macroeconomic environment,

invest in both our AML remediation program

and our business, and

continue to deepen our relationships with our

nearly 28 million customers and clients,”

added Masrani. “I want to thank TD bankers

around the globe for their hard

work and commitment to the Bank and

those we serve."

The foregoing contains forward-looking statements. Please refer to the “Caution Regarding Forward-Looking Statements”

on page 3.

TD Bank received the highest score among national banks (>$200B in deposits) in the J.D. Power 2024 U.S. Banking Online Satisfaction Study, which measures customer satisfaction with financial

institutions’ online experience for banking account management. Visit jdpower.com/awards for more details.

TD Auto Finance received the highest score in the non-captive national – prime segment in the J.D. Power 2020-2024 U.S. Dealer Financing Satisfaction Studies of auto dealers’ satisfaction with

automotive finance providers. Visit jdpower.com/awards for more details.

TD BANK GROUP • THIRD QUARTER 2024 • 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. Private Securities Litigation Reform Act of 1995

. Forward-looking statements include, but are not limited to, statements made in

this document, the Management’s Discussion and Analysis (“2023 MD&A”) in the Bank’s

2023 Annual Report under the heading “Economic Summary and Outlook”, under the headings

“Key Priorities for 2024” and “Operating Environment and Outlook” for the Canadian Personal and Commercial Banking,

U.S. Retail, Wealth Management and Insurance, and Wholesale

Banking segments, and under the heading “2023 Accomplishments and Focus for 2024” for the Corporate segment,

and in other statements regarding the Bank’s objectives and priorities

for 2024 and beyond and strategies to achieve them, the regulatory environment in which the Bank operates, and

the Bank’s anticipated financial performance. Forward-looking statements

can be identified by words such as “anticipate”, “believe”, “could”, “estimate”, “expect”, “forecast”, “goal”, “intend”, “may”,

“outlook”, “plan”, “possible”, “potential”, “predict”, “project”, “should”,

“target”, “will”, and “would” 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 expressed in the forward-looking statements. Risk factors that could cause,

individually or in the aggregate, such differences include: strategic, credit, market (including equity,

commodity, foreign exchange, interest rate,

and credit spreads), operational (including

technology, cyber security,

and

infrastructure), model, insurance, liquidity, capital

adequacy, legal, regulatory compliance and

conduct, reputational, environmental and social, and other

risks. Examples of such risk factors include general business and economic conditions in the regions in which the Bank operates;

geopolitical risk; inflation, rising rates and recession;

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; 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; model

risk; fraud activity; insider 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 without limitation tax laws, capital guidelines and liquidity regulatory

guidance; increased competition from incumbents and

new entrants (including Fintechs and big technology competitors); shifts in consumer attitudes and disruptive technology;

environmental and social risk (including climate change);

exposure related to significant litigation and regulatory matters; ability of the Bank to attract, develop, and retain

key talent; changes to the Bank’s credit ratings; changes in foreign

exchange rates, interest rates, credit spreads and equity prices; 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; Interbank Offered Rate

(IBOR) transition risk; critical accounting estimates and changes to accounting

standards, policies, and methods used by the Bank; the economic, financial, and other impacts of pandemics; 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 and Management” section of the 2023 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 heading “Significant Events” or

“Significant and Subsequent Events” in the relevant MD&A, which

applicable releases may be found on www.td.com. All such factors, as well as other

uncertainties and potential events, and the inherent uncertainty

of forward-looking statements, should