6-K

TORONTO DOMINION BANK (TD)

6-K 2024-05-23 For: 2024-04-30
View Original
Added on April 06, 2026

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 May,

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

2

nd

Quarter 2024 Report to Shareholders

99.2

Earnings Coverage

99.3

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

99.4

Q2 2024 Earnings News Release

99.5

Q2 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:

May 23, 2024

By:

/s/ Caroline Cook

Name:

Caroline Cook

Title:

Associate Vice President, Legal Treasury and

Corporate Securities

ex991

ex991p1i0

TD BANK GROUP • SECOND QUARTER 2024

• REPORT TO SHAREHOLDERS

Page 1

TD Bank Group Reports Second Quarter 2024 Results

Report to Shareholders

Three and six months ended April 30, 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 Events” and “Non-GAAP

and Other Financial

Measures” in the “How We Performed” section

of this document.

SECOND QUARTER FINANCIAL HIGHLIGHTS,

compared with the second quarter

last year:

Reported diluted earnings per share were

$1.35, compared with $1.69.

Adjusted diluted earnings per share were

$2.04, compared with $1.91.

Reported net income was $2,564 million,

compared with $3,306 million.

Adjusted net income was $3,789 million,

compared with $3,707 million.

YEAR-TO-DATE FINANCIAL HIGHLIGHTS, six months ended April

30, 2024, compared with the corresponding

period last year:

Reported diluted earnings per share were

$2.89, compared with $2.52.

Adjusted diluted earnings per share were

$4.04, compared with $4.14.

Reported net income was $5,388 million,

compared with $4,887 million.

Adjusted net income was $7,426 million,

compared with $7,861 million.

SECOND QUARTER ADJUSTMENTS (ITEMS

OF NOTE)

The second quarter reported earnings figures

included the following items of note:

Amortization of acquired intangibles

of $72 million ($62 million after-tax or

4 cents per share), compared with $79

million ($67 million after-tax or

3 cents per share) in the second quarter

last year.

Acquisition and integration charges related

to the Schwab transaction of $21 million

($16 million after-tax or 1 cent per share),

compared with

$30 million ($26 million after-tax or 1 cent

per share) in the second quarter last year.

Restructuring charges of $165 million ($122

million after-tax or 7 cents per share).

Acquisition and integration charges related

to the Cowen acquisition of $102 million

($80 million after-tax or 4 cents per share),

compared with

$73 million ($63 million after-tax or 4 cents

per share) in the second quarter last year.

Impact from the terminated FHN acquisition-related

capital hedging strategy of $64 million

($48 million after-tax or 3 cents

per share), compared with

$134 million ($101 million after-tax or 6 cents

per share) in the second quarter last year.

Civil matter provision/Litigation settlement

of $274 million ($205 million after-tax

or 11 cents per share), compared with $39 million ($28

million after-

tax or 2 cents per share) in the second

quarter last year.

FDIC special assessment of $103 million ($77

million after-tax or 4 cents per share).

Provision for investigations related to the

Bank’s AML program of $615 million ($615 million

after-tax or 35 cents per share).

TORONTO

, May 23, 2024 – TD Bank Group (“TD”

or the “Bank”) today announced its

financial results for the second quarter ended

April 30, 2024. Reported

earnings were $2.6 billion, down 22% compared

with the second quarter last year, and adjusted earnings

were $3.8 billion, up 2%.

“TD delivered strong second quarter results,

with earnings of $3.8 billion and solid momentum

across our franchise. We delivered significant

positive operating

leverage while continuing to invest in our business,

including our risk and control infrastructure,”

said Bharat Masrani, Group President

and Chief Executive Officer,

TD Bank Group.

Canadian Personal and Commercial

Banking delivered a strong quarter

driven by continued volume growth

and positive operating leverage

Canadian Personal and Commercial

Banking net income was $1,739 million, an

increase of 7% compared to the second quarter

last year. The increase reflects

revenue growth, partially offset by higher provisions

for credit losses and non-interest expenses.

Revenue was $4,839 million, an increase

of 10%, driven by

volume growth and margin expansion.

Canadian Personal and Commercial

Banking continued to build momentum, delivering

another strong quarter for New to Canada

account openings. TD increased

its support for international students with an

agreement with HDFC, India’s leading private

sector bank, to help attract new customers

with a simplified banking

experience. The Bank also established a new

collaboration with ApplyBoard, a Canadian

educational organization that helps international

students prepare their

finances to study in Canada. In addition,

TD Auto Finance was ranked #1 in Dealer Satisfaction

with Non-Prime and Prime Credit Non-Captive Automotive

Financing Lenders, according to the J.D.

Power 2024 Canada Dealer Financing

Satisfaction Study

1

.

The U.S. Retail Bank delivered operating

momentum with sequential earnings

and loan growth in a challenging environment

U.S. Retail reported net income was $580

million (US$433 million), a decrease of 59%

(58% in U.S. dollars) compared

with the second quarter last year. On an

adjusted basis, net income was $1,272

million, a decline of 16% (17% in U.S. dollars).

TD Bank’s investment in The Charles Schwab

Corporation (“Schwab”)

contributed $183 million in earnings, a decrease

of 27% (26% in U.S. dollars) compared

with the second quarter last year.

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

investment in Schwab, reported net income

of $397 million (US$297 million), a decrease

of 66% (65% in U.S.

dollars) from the second quarter last year, primarily reflecting provisions

for investigations related to the Bank’s anti-money

laundering program and the Federal

Deposit Insurance Corporation (FDIC) Special

Assessment, partially offset by acquisition

and integration-related charges for the terminated

First Horizon

1

TD Auto Finance received the highest score in the retail non-captive non-prime segment and the retail non-captive prime segment in the J.D. Power 2024 Canada Dealer Financing Satisfaction Study,

which measure Canadian auto dealers’ satisfaction with their auto finance providers. Visit jdpower.com/awards for more details.

TD BANK GROUP • SECOND QUARTER 2024

• REPORT TO SHAREHOLDERS

Page 2

transaction in the second quarter last year. On an adjusted

basis net income was $1,089 million (US$803

million), a decrease of 14% (15% in

U.S. dollars) from

the second quarter last year, primarily reflecting higher

PCL and lower revenue.

The U.S. Retail Bank continued to deliver loan

growth while maintaining its through-the-cycle

underwriting standards, with total average

loan balances up 7%

compared with the second quarter last

year and up 1% from last quarter. Excluding sweep deposits,

total personal and business deposit average

balances were

down 1% year-over-year, reflecting competitive market conditions,

while quarter-over-quarter, personal and business deposit

average balances were flat. Overall,

the U.S. Retail Bank delivered balance sheet

stability in a challenging environment.

During the quarter, TD Bank, America’s Most Convenient Bank®

(TD AMCB) launched TD Complete Checking

and TD Early Pay, offering customers more flexible

banking options, including earlier access

to eligible direct deposits. TD AMCB surpassed

five million active mobile customers while continuing

to deliver new

features and capabilities that enhance

the customer experience. TD AMCB was

ranked 9

th

on Forbes’

list of

America’s Best Employers for Diversity 2024,

leading

its peers as the highest ranked financial institution.

Wealth Management and Insurance results reflect

strong business momentum

Wealth Management and Insurance net income

was $621 million, an increase of 19% compared

with the second quarter last year, as positive top-line momentum

was partially offset by higher insurance service

expenses.

This quarter’s revenue growth of 11% reflects insurance premium

growth, and higher fee-based and

transaction revenue in the Wealth Management business.

Wealth Management and Insurance continued to invest

in client-centric innovation this quarter. TD Direct Investing

completed its migration of most active

traders

to the new TD Active Trader platform and TD Wealth Advice

continued to gain market share as it grows its

advisor network

2

. TD Asset Management launched

seven new actively managed fixed income

ETFs, showcasing the value of its proprietary

independent credit research capabilities, and

offering investors the

potential to earn a high rate of interest income.

In TD Insurance, Small Business Insurance

expanded its national reach to new customer

segments including

business professionals, healthcare, retail, small

manufacturing, and hospitality.

Wholesale Banking delivered record

revenue reflecting broad-based growth

across the business

Wholesale Banking reported net income for

the quarter was $361 million, an increase

of $211 million compared with the second quarter last year, reflecting higher

revenues, partially offset by higher non-interest

expenses. On an adjusted basis, net income

was $441 million, an increase of $228

million, or 107%. Revenue for

the quarter was $1,940 million, an increase

of $523 million, or 37%, compared

with the second quarter last year, reflecting higher trading-related

revenue,

underwriting fees, and lending revenue.

On April 1, TD Securities and TD Cowen

achieved an important milestone

with the implementation of a unified Investment

Banking, Capital Markets and Research

platform, integrating coverage models and streamlining

delivery of capabilities for clients.

Enhancements to TD’s anti-money laundering (AML)

program

The Bank has been cooperating with U.S. regulators

and authorities in good faith for many months

and is working diligently to bring these

investigations to

resolution so that investors can have more

clarity. A comprehensive overhaul of TD's U.S. AML program is

well underway, and will strengthen our program

globally.

Capital

TD’s Common Equity Tier 1 Capital ratio was 13.4%.

Conclusion

“Our businesses in Canada, the United States

and across the globe are well-positioned

to continue to meet the needs of our nearly

28 million customers and

clients. I would like to thank our 95,000 TD

bankers for everything they do to deliver

for all of our stakeholders,”

added Masrani.

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

on page 4.

2

Investor Economics Retail Brokerage and Distribution Quarterly Update, Winter 2023.

TD BANK GROUP • SECOND 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 second 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 second 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

Second

Quarter

2024

SFI

Second

Quarter

2024

SRD

Second

Quarter

2024

Annual Report

2023

General

1

Present all related risk information together in any particular report.

Refer to below for location of disclosures

2

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

values used.

83-88, 92, 97,

99-101, 112-114

3

Describe and discuss top and emerging risks.

76-82

4

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

5

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

functions.

84-87

6

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

culture.

83-84

7

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

activities.

71, 83, 88-116

8

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

frameworks.

70, 87, 95, 112

Capital

Adequacy

and Risk

Weighted

Assets

9

Pillar 1 capital requirements and the impact for global systemically important

banks.

26-28, 80

1-3, 6

67-69, 73,

219

10

Composition of capital and reconciliation of accounting balance sheet to the

regulatory balance sheet.

1-3, 5

67

11

Flow statement of the movements in regulatory capital.

4

12

Discussion of capital planning within a more general discussion of

management’s strategic planning.

68-70, 112

13

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

and

related risks.

9-13

70-71

14

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

13

89-92, 94-95

15

Tabulate credit risk in the banking book

for Basel asset classes and major

portfolios.

35-52, 60-64

16

Flow statement reconciling the movements of RWA by risk type.

17-18

17

Discussion of Basel III back-testing requirements.

78

91, 95, 99

Liquidity

18

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

33-35, 37-38

101-103,

105-106

Funding

19

Encumbered and unencumbered assets in a table by balance sheet

category.

36

104, 214

20

Tabulate consolidated total assets, liabilities

and off-balance sheet

commitments by remaining contractual maturity at the balance sheet date.

41-43

109-111

21

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

36-41

106-109

Market Risk

22

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

balance sheet.

30

93

23

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

30, 32

93, 96-97

24

Significant market risk measurement model limitations and validation

procedures.

31

94-97, 99

25

Primary risk management techniques beyond reported risk measures and

parameters.

31

94-97

Credit Risk

26

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

risk profile, including any significant credit risk concentrations.

23-26, 61-69

21-36

1-5, 13, 17,

19-78

54-66, 88-92,

171-178, 187,

190-191,

217-218

27

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

69

62, 147-148,

154, 177

28

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

period and the allowance for loan losses.

24, 64-68

25, 29

60, 174-176

29

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

transactions.

53-54, 66-69

91, 159,

181-183, 187,

190-191

30

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

credit risk.

91, 151, 159

Other Risks

31

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

32

Discuss publicly known risk events related to other risks.

78

81-82, 212-213,

221

TD BANK GROUP • SECOND QUARTER 2024

• REPORT TO SHAREHOLDERS

Page 4

TABLE OF CONTENTS

MANAGEMENT’S DISCUSSION AND ANALYSIS

4

Caution Regarding Forward-Looking Statements

45

Changes in Internal Control over Financial Reporting

5

Financial Highlights

46

Glossary

6

Significant Events

6

How We Performed

10

Financial Results Overview

INTERIM CONSOLIDATED FINANCIAL STATEMENTS

14

How Our Businesses Performed

49

Interim Consolidated Balance Sheet

21

Quarterly Results

50

Interim Consolidated Statement of Income

22

Balance Sheet Review

51

Interim Consolidated Statement of Comprehensive Income

23

Credit Portfolio Quality

52

Interim Consolidated Statement of Changes in Equity

26

Capital Position

53

Interim Consolidated Statement of Cash Flows

29

Managing Risk

54

Notes to Interim Consolidated Financial Statements

44

Securitization and Off-Balance Sheet Arrangements

44

Accounting Policies and Estimates

81

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 six months ended April 30,

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 May 22, 2024. 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” 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 • SECOND 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 six months ended

April 30

January 31

April 30

April 30

April 30

2024

2024

2023

2024

2023

Results of operations

Total revenue – reported

1

$

13,819

$

13,714

$

12,397

$

27,533

$

24,598

Total revenue – adjusted

1,2

13,883

13,771

12,570

27,654

25,647

Provision for (recovery of) credit losses

1,071

1,001

599

2,072

1,289

Insurance service expenses (ISE)

1

1,248

1,366

1,118

2,614

2,282

Non-interest expenses – reported

1

8,401

8,030

6,756

16,431

14,868

Non-interest expenses – adjusted

1,2

7,084

7,125

6,462

14,209

12,799

Net income – reported

1

2,564

2,824

3,306

5,388

4,887

Net income – adjusted

1,2

3,789

3,637

3,707

7,426

7,861

Financial position

(billions of Canadian dollars)

Total loans net of allowance for loan losses

$

928.1

$

904.3

$

849.6

$

928.1

$

849.6

Total assets

1,966.7

1,910.9

1,924.8

1,966.7

1,924.8

Total deposits

1,203.8

1,181.3

1,189.4

1,203.8

1,189.4

Total equity

112.0

112.4

116.2

112.0

116.2

Total risk-weighted assets

3

602.8

579.4

549.4

602.8

549.4

Financial ratios

Return on common equity (ROE) – reported

1,4

9.5

%

10.9

%

12.4

%

10.2

%

9.1

%

Return on common equity – adjusted

1,2

14.5

14.1

14.0

14.3

15.0

Return on tangible common equity (ROTCE)

1,2,4

13.0

14.9

16.5

13.9

12.3

Return on tangible common equity – adjusted

1,2

19.2

18.7

18.3

18.9

19.7

Efficiency ratio – reported

1,4

60.8

58.6

54.5

59.7

60.4

Efficiency ratio – adjusted, net of ISE

1,2,4,5

56.1

57.4

56.4

56.7

54.8

Provision for (recovery of) credit losses

as a % of net

average loans and acceptances

0.47

0.44

0.28

0.45

0.30

Common share information – reported

(Canadian dollars)

Per share earnings

1

Basic

$

1.35

$

1.55

$

1.69

$

2.90

$

2.52

Diluted

1.35

1.55

1.69

2.89

2.52

Dividends per share

1.02

1.02

0.96

2.04

1.92

Book value per share

4

57.69

57.34

57.08

57.69

57.08

Closing share price

6

81.67

81.67

82.07

81.67

82.07

Shares outstanding (millions)

Average basic

1,762.8

1,776.7

1,828.3

1,769.8

1,824.4

Average diluted

1,764.1

1,778.2

1,830.3

1,771.2

1,826.6

End of period

1,759.3

1,772.1

1,838.5

1,759.3

1,838.5

Market capitalization (billions of Canadian dollars)

$

143.7

$

144.7

$

150.9

$

143.7

$

150.9

Dividend yield

4

5.1

%

4.9

%

4.5

%

5.0

%

4.4

%

Dividend payout ratio

4

75.6

65.7

56.7

70.3

76.2

Price-earnings ratio

1,4

13.8

13.1

10.4

13.8

10.4

Total shareholder return (1 year)

4

4.5

(6.9)

(7.5)

4.5

(7.5)

Common share information – adjusted

(Canadian dollars)

1,2

Per share earnings

1

Basic

$

2.04

$

2.01

$

1.91

$

4.05

$

4.15

Diluted

2.04

2.00

1.91

4.04

4.14

Dividend payout ratio

49.9

%

50.7

%

50.2

%

50.3

%

46.2

%

Price-earnings ratio

1

10.5

10.6

9.8

10.5

9.8

Capital ratios

3

Common Equity Tier 1 Capital ratio

13.4

%

13.9

%

15.3

%

13.4

%

15.3

%

Tier 1 Capital ratio

15.1

15.7

17.3

15.1

17.3

Total Capital ratio

17.1

17.6

19.7

17.1

19.7

Leverage ratio

4.3

4.4

4.6

4.3

4.6

TLAC ratio

30.6

30.8

34.2

30.6

34.2

TLAC Leverage ratio

8.7

8.6

9.0

8.7

9.0

1

For the three and six months ended April

30, 2023, certain amounts have been restated for the adoption of IFRS 17,

Insurance Contracts

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

quarter 2024 Interim Consolidated Financial Statements for further details.

2

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

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.

3

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.

4

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

5

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 –

Q2 2024: $12,635 million, Q1 2024: $12,405 million, Q2 2023: $11,

452 million, 2024 YTD: $25,040 million, 2023 YTD: $23,365 million. Effective the first quarter

of 2024, the composition

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

6

Toronto Stock Exchange closing market

price.

TD BANK GROUP • SECOND QUARTER 2024

• REPORT TO SHAREHOLDERS

Page 6

SIGNIFICANT EVENTS

a) Provision for Investigations Related to the Bank’s AML Program

In the second quarter of 2024, the Bank recorded

an initial provision of $615 million (US$450

million) in connection with discussions

with one of its U.S. regulators,

related to previously disclosed regulatory and

law enforcement investigations of the

Bank’s U.S.

Bank Secrecy Act

(BSA)/Anti-Money Laundering (AML)

program.

For further details, refer to Note 19 of the Bank’s

second quarter

2024 Interim Consolidated Financial

Statements.

b)

Restructuring Charges

The Bank continued to undertake certain

measures in the second quarter of 2024 to reduce

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

measures, the Bank incurred $165 million

of restructuring charges which primarily

relate to employee severance and other

personnel-related costs and real estate

optimization. Next quarter, we expect to incur additional restructuring

charges of approximately $50 million, and

to conclude our restructuring program.

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 has increased

compared to the amount

communicated with the final rule in November

  1. 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. The FDIC plans

to provide institutions subject to the special

assessment with an updated estimate

with its first quarter 2024 special assessment

invoice, to be released in June 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 by

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 April 30,

  1. 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

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, at a price of US$66.53

per share for proceeds of $2.5 billion (US$1.9

billion), 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 second quarter 2024 Interim

Consolidated Financial

Statements.

TD BANK GROUP • SECOND QUARTER 2024

• REPORT TO SHAREHOLDERS

Page 7

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 six months ended

April 30

January 31

April 30

April 30

April 30

2024

2024

2023

2024

2023

Net interest income

$

7,465

$

7,488

$

7,428

$

14,953

$

15,161

Non-interest income

1

6,354

6,226

4,969

12,580

9,437

Total revenue

1

13,819

13,714

12,397

27,533

24,598

Provision for (recovery of) credit losses

1,071

1,001

599

2,072

1,289

Insurance service expenses

1

1,248

1,366

1,118

2,614

2,282

Non-interest expenses

1

8,401

8,030

6,756

16,431

14,868

Income before income taxes and share

of net income from

investment in Schwab

1

3,099

3,317

3,924

6,416

6,159

Provision for (recovery of) income taxes

1

729

634

859

1,363

1,798

Share of net income from investment in

Schwab

194

141

241

335

526

Net income – reported

1

2,564

2,824

3,306

5,388

4,887

Preferred dividends and distributions on other

equity instruments

190

74

210

264

293

Net income available to common shareholders

1

$

2,374

$

2,750

$

3,096

$

5,124

$

4,594

1

For the three and six months ended April 30, 2023, certain amounts have been restated for the adoption of IFRS

  1. Refer to Note 2 of the Bank’s second quarter 2024 Interim

Consolidated Financial Statements for further details.

TD BANK GROUP • SECOND 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

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 six months ended

April 30

January 31

April 30

April 30

April 30

2024

2024

2023

2024

2023

Operating results – adjusted

Net interest income

1

$

7,529

$

7,545

$

7,610

$

15,074

$

15,472

Non-interest income

1,2,3

6,354

6,226

4,960

12,580

10,175

Total revenue

2

13,883

13,771

12,570

27,654

25,647

Provision for (recovery of) credit losses

1,071

1,001

599

2,072

1,289

Insurance service expenses

2

1,248

1,366

1,118

2,614

2,282

Non-interest expenses

2,4

7,084

7,125

6,462

14,209

12,799

Income before income taxes and share

of net income from

investment in Schwab

4,480

4,279

4,391

8,759

9,277

Provision for income taxes

920

872

967

1,792

2,027

Share of net income from investment in

Schwab

5

229

230

283

459

611

Net income – adjusted

2

3,789

3,637

3,707

7,426

7,861

Preferred dividends and distributions on other

equity instruments

190

74

210

264

293

Net income available to common shareholders

– adjusted

3,599

3,563

3,497

7,162

7,568

Pre-tax adjustments for items of note

Amortization of acquired intangibles

6

(72)

(94)

(79)

(166)

(133)

Acquisition and integration charges related

to the Schwab transaction

4,5

(21)

(32)

(30)

(53)

(64)

Share of restructuring and other charges

from investment in Schwab

5

(49)

(49)

Restructuring charges

4

(165)

(291)

(456)

Acquisition and integration-related charges

4

(102)

(117)

(73)

(219)

(94)

Charges related to the terminated First

Horizon (FHN) acquisition

4

(154)

(260)

Impact from the terminated FHN acquisition-related

capital hedging strategy

1

(64)

(57)

(134)

(121)

(1,010)

Civil matter provision/Litigation settlement

4

(274)

(39)

(274)

(1,642)

FDIC special assessment

4

(103)

(411)

(514)

Provision for investigations related to the

Bank’s AML program

4

(615)

(615)

Less: Impact of income taxes

Amortization of acquired intangibles

(10)

(15)

(12)

(25)

(20)

Acquisition and integration charges related

to the Schwab transaction

(5)

(6)

(4)

(11)

(10)

Restructuring charges

(43)

(78)

(121)

Acquisition and integration-related charges

(22)

(24)

(10)

(46)

(15)

Charges related to the terminated FHN acquisition

(38)

(64)

Impact from the terminated FHN acquisition-related

capital hedging strategy

(16)

(14)

(33)

(30)

(249)

Civil matter provision/Litigation settlement

(69)

(11)

(69)

(456)

FDIC special assessment

(26)

(101)

(127)

Canada Recovery Dividend (CRD) and

federal tax rate

increase for fiscal 2022

7

585

Total adjustments for items of note

(1,225)

(813)

(401)

(2,038)

(2,974)

Net income available to common shareholders

– reported

$

2,374

$

2,750

$

3,096

$

5,124

$

4,594

1

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 – Q2 2023: ($263) million,

Q1 2023: ($998) million, ii) basis adjustment amortization related to de-

designated fair value hedge accounting relationships, recorded in net interest income – Q2 2023: $129 million, Q1

2023: $122 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 – Q2 2023: $311 million, Q1 2023: $251

million. After the

termination of the merger agreement, the residual impact of the strategy is reversed through net interest income

– Q2 2024: ($64)

million, Q1 2024: ($57) million.

2

For the three and six months ended April 30, 2023, certain amounts have been restated for the adoption of IFRS

  1. Refer to Note 2 of the Bank’s second quarter 2024 Interim

Consolidated Financial Statements for further details.

3

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

i. Stanford litigation settlement – Q2 2023: $39 million. This reflects the foreign exchange

loss and is reported in the Corporate segment.

4

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

i.

Amortization of acquired intangibles – Q2 2024: $42 million, Q1 2024: $63 million, Q2 2023: $49 million, Q1 2023:

$24 million, reported in the Corporate segment;

ii. The Bank’s own integration and acquisition costs related to the Schwab

transaction – Q2 2024: $16 million, Q1 2024: $23 million, Q2 2023: $18 million, Q1 2023: $21 million

,

reported

in the Corporate segment;

iii. Restructuring charges – Q2 2024: $165 million,

Q1 2024: $291 million, reported in the Corporate segment;

iv. Acquisition and integration-related

charges – Q2 2024: $102 million, Q1 2024: $117

million, Q2 2023: $73 million, Q1 2023: $21 million, reported in the Wholesale Banking segment;

v. Charges related to the terminated

FHN acquisition – Q2 2023: $154 million, Q1 2023: $106 million, reported in the U.S. Retail

segment;

vi. Civil matter provision/Litigation settlement – Q2 2024: $274 million in respect of a

civil matter, Q1 2023: $1,603 million in respect of the Stanford

litigation settlement, reported in the

Corporate segment;

vii. FDIC special assessment – Q2 2024: $103 million, Q1 2024: $411

million,

reported in the U.S. Retail segment; and

viii. Provision for investigations related to the Bank’s AML program

– Q2 2024: $615 million, reported in the U.S. Retail segment.

5

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 – Q2 2024: $30 million, Q1

2024: $31 million, Q2 2023: $30 million, Q1 2023: $30 million;

ii. The Bank’s share of acquisition and integration charges associated with

Schwab’s acquisition of TD Ameritrade – Q2 2024: $5 million, Q1 2024: $9 million,

Q2 2023: $12 million,

Q1 2023: $13 million;

iii. The Bank’s share of restructuring charges incurred by Schwab – Q1 2024:

$27 million;

and

iv. The Bank’s share

of the FDIC special assessment charge incurred by Schwab – Q1 2024: $22 million.

6

Amortization of acquired intangibles relates to intangibles acquired as a result of asset acquisitions and business

combinations, including the after-tax amounts for amortization of

acquired intangibles relating to the Share of net income from investment in Schwab, reported in the Corporate segment.

Refer to footnotes 4 and 5 for amounts.

7

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 • SECOND QUARTER 2024

• REPORT TO SHAREHOLDERS

Page 9

TABLE 4: RECONCILIATION OF REPORTED TO ADJUSTED EARNINGS PER SHARE

1

(Canadian dollars)

For the three months ended

For the six months ended

April 30

January 31

April 30

April 30

April 30

2024

2024

2023

2024

2023

Basic earnings per share – reported

2

$

1.35

$

1.55

$

1.69

$

2.90

$

2.52

Adjustments for items of note

0.69

0.45

0.22

1.15

1.63

Basic earnings per share – adjusted

2

$

2.04

$

2.01

$

1.91

$

4.05

$

4.15

Diluted earnings per share – reported

2

$

1.35

$

1.55

$

1.69

$

2.89

$

2.52

Adjustments for items of note

0.69

0.45

0.22

1.15

1.63

Diluted earnings per share – adjusted

2

$

2.04

$

2.00

$

1.91

$

4.04

$

4.14

1

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.

2

For the three and six months ended April 30, 2023, certain amounts have been restated for the adoption of IFRS

  1. Refer to Note 2 of the Bank’s second 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 six months ended

April 30

January 31

April 30

April 30

April 30

2024

2024

2023

2024

2023

Schwab

1

$

30

$

31

$

30

$

61

$

60

Wholesale Banking related intangibles

27

42

27

69

34

Other

5

6

10

11

19

Included as items of note

62

79

67

141

113

Software and asset servicing rights

104

96

92

200

182

Amortization of intangibles, net of income

taxes

$

166

$

175

$

159

$

341

$

295

1

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 six months ended

April 30

January 31

April 30

April 30

April 30

2024

2024

2023

2024

2023

Average common equity

$

101,137

$

100,269

$

102,800

$

100,573

$

101,750

Net income available to common shareholders

– reported

1

2,374

2,750

3,096

5,124

4,594

Items of note, net of income taxes

1,225

813

401

2,038

2,974

Net income available to common shareholders

– adjusted

1

$

3,599

$

3,563

$

3,497

$

7,162

$

7,568

Return on common equity – reported

1

9.5

%

10.9

%

12.4

%

10.2

%

9.1

%

Return on common equity – adjusted

1

14.5

14.1

14.0

14.3

15.0

1

For the three and six months ended April 30, 2023, certain amounts have been restated for the adoption of IFRS

  1. Refer to Note 2 of the Bank’s second 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 • SECOND 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 six months ended

April 30

January 31

April 30

April 30

April 30

2024

2024

2023

2024

2023

Average common equity

$

101,137

$

100,269

$

102,800

$

100,573

$

101,750

Average goodwill

18,380

18,208

17,835

18,322

17,713

Average imputed goodwill and intangibles on

investments in Schwab

6,051

6,056

6,142

6,062

6,163

Average other acquired intangibles

1

574

615

583

595

525

Average related deferred tax liabilities

(228)

(231)

(210)

(230)

(195)

Average tangible common equity

76,360

75,621

78,450

75,824

77,544

Net income available to common shareholders

– reported

2

2,374

2,750

3,096

5,124

4,594

Amortization of acquired intangibles, net of income

taxes

62

79

67

141

113

Net income available to common shareholders

adjusted for

amortization of acquired intangibles,

net of income taxes

2

2,436

2,829

3,163

5,265

4,707

Other items of note, net of income taxes

1,163

734

334

1,897

2,861

Net income available to common shareholders

– adjusted

2

$

3,599

$

3,563

$

3,497

$

7,162

$

7,568

Return on tangible common equity

2

13.0

%

14.9

%

16.5

%

13.9

%

12.3

%

Return on tangible common equity – adjusted

2

19.2

18.7

18.3

18.9

19.7

1

Excludes intangibles relating to software and asset servicing rights.

2

For the three and six months ended April

30, 2023, certain amounts have been restated for the adoption of IFRS 17. Refer to Note 2 of the Bank’s

second 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 six months ended

April 30, 2024 vs.

April 30, 2024 vs.

April 30, 2023

April 30, 2023

Increase (Decrease)

Increase (Decrease)

U.S. Retail Bank

Total revenue – reported

$

8

$

17

Total revenue – adjusted

1

8

17

Non-interest expenses – reported

6

12

Non-interest expenses – adjusted

1

4

9

Net income – reported, after-tax

1

3

Net income – adjusted, after-tax

1

2

5

Share of net income from investment in

Schwab

2

1

1

U.S. Retail segment net income – reported,

after-tax

2

4

U.S. Retail segment net income – adjusted,

after-tax

1

3

6

Earnings per share

(Canadian dollars)

Basic – reported

$

$

Basic – adjusted

1

Diluted – reported

Diluted – adjusted

1

Average foreign exchange rate (equivalent of CAD $1.00)

For the three months ended

For the six months ended

April 30

April 30

April 30

April 30

2024

2023

2024

2023

U.S. dollar

$

0.737

$

0.739

$

0.738

$

0.740

1

For additional information about the Bank’s use of non-GAAP financial measures, refer to “Non-GAAP

and Other Financial Measures” in the “How We Performed” section of this

document.

2

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

lag.

FINANCIAL RESULTS

OVERVIEW

Performance Summary

Outlined below is an overview of the Bank’s performance

for the second 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 six months ended

April 30, 2024, decreased 2% from

the same period last year.

Adjusted ROTCE for the six months ended

April 30, 2024, was 18.9%.

For the twelve months ended April 30, 2024,

the total shareholder return was 4.5%

compared to the Canadian peer

3

average of 7.2%.

Net Income

Quarterly comparison – Q2 2024 vs. Q2 2023

Reported net income for the quarter was $2,564

million, a decrease of $742 million, or 22%, compared

with the second quarter last year, primarily reflecting

the

impact of the provision for investigations related

to the Bank’s AML program, higher non-interest

expenses, higher PCL, impact of a civil

matter provision, and

restructuring charges, partially offset by higher

revenues. On an adjusted basis, net income

for the quarter was $3,789 million, an increase

of $82 million, or 2%.

3

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

The Bank of Nova Scotia.

TD BANK GROUP • SECOND QUARTER 2024

• REPORT TO SHAREHOLDERS

Page 11

By segment, the decrease in reported net income

reflects decreases in U.S. Retail of $826

million and in the Corporate segment of $338

million, partially offset

by increases in Wholesale Banking of

$211 million, in Canadian Personal and Commercial Banking

of $114 million, and in Wealth Management and Insurance of

$97 million.

Quarterly comparison – Q2 2024 vs. Q1 2024

Reported net income

for the quarter decreased $260 million, or

9%, compared with the prior quarter, primarily reflecting

the impact of the provision for

investigations related to the Bank’s AML program

and the impact of a civil matter provision,

partially offset by a lower FDIC special assessment,

lower restructuring

charges, lower insurance service expenses and

higher revenues. Adjusted net income

for the quarter increased $152 million, or 4%.

By segment, the decrease in reported net income

reflects decreases in U.S. Retail of $327

million, in the Corporate segment of $109

million, and in Canadian

Personal and Commercial Banking of

$46 million, partially offset by increases in

Wholesale Banking of $156 million and in

Wealth Management and Insurance of

$66 million.

Year-to-date comparison – Q2 2024 vs. Q2 2023

Reported net income of $5,388 million increased

$501 million, or 10%, compared with the

same period last year. The increase reflects higher revenues and

the

prior period impacts of the Stanford litigation

settlement, the terminated FHN acquisition-related

capital hedging strategy and the provision

for income taxes in

connection with the CRD and increase in

the Canadian federal tax rate for fiscal

2022, partially offset by higher non-interest expenses,

the impact of the provision

for investigations related to the Bank’s AML program,

higher PCL, and FDIC special assessment.

Adjusted net income was $7,426 million,

a decrease of

$435 million, or 6%.

By segment, the increase in reported net income

reflects increases in the Corporate segment

of $1,651 million, in Canadian Personal and

Commercial Banking

of $170 million, in Wealth Management and Insurance

of $98 million, and in Wholesale Banking

of $85 million, partially offset by a decrease

in U.S. Retail of

$1,503 million.

Net Interest Income

Quarterly comparison – Q2 2024 vs. Q2 2023

Reported net interest income for the quarter

was $7,465 million, an increase of $37 million

compared with the second quarter last

year, primarily reflecting higher

volumes and margins in Canadian Personal

and Commercial Banking, partially offset

by lower net interest income in Wholesale

Banking. On an adjusted basis,

net interest income was $7,529 million, a

decrease of $81 million, or 1%.

By segment, the increase in reported net interest

income reflects increases in Canadian

Personal and Commercial Banking of

$435 million, in the Corporate

segment of $58 million, and in Wealth Management

and Insurance of $46 million, partially offset

by decreases in Wholesale Banking of $309

million and in

U.S. Retail of $193 million.

Quarterly comparison – Q2 2024 vs. Q1 2024

Reported net interest income for the quarter

decreased $23 million, compared with

the prior quarter, primarily reflecting fewer

days in the second quarter, partially

offset by higher volumes and margins in Canadian

Personal and Commercial Banking. On

an adjusted basis, net interest income decreased

$16 million.

By segment, the decrease in reported net interest

income reflects decreases in U.S. Retail of

$58 million, in Canadian Personal and Commercial

Banking of

$21 million, and in Wholesale Banking of $9 million,

partially offset by increases in the Corporate

segment of $46 million and in Wealth Management

and Insurance

of $19 million.

Year-to-date comparison – Q2 2024 vs. Q2 2023

Reported net interest income was $14,953 million,

a decrease of $208 million, or 1%, compared

with the same period last year, reflecting lower

net interest income

in Wholesale Banking and lower volumes and

margins in U.S. Retail, partially offset by

higher volumes and margins in Canadian

Personal and Commercial

Banking, impact from the terminated

FHN acquisition-related capital hedging

strategy, and higher deposit margins in

Wealth Management. On an adjusted basis,

net interest income was $15,074

million, a decrease of $398 million, or

3%.

By segment, the decrease in reported net interest

income reflects decreases in Wholesale

Banking of $636 million and in U.S. Retail

of $461 million, partially

offset by increases in Canadian Personal

and Commercial Banking of $729 million, in

the Corporate segment of $112 million,

and in Wealth Management and

Insurance of $48 million.

Non-Interest Income

Quarterly comparison – Q2 2024 vs. Q2 2023

Reported non-interest income for the quarter

was $6,354 million, an increase of $1,385

million, or 28%. For both reported and adjusted

non-interest income, the

increase primarily reflected higher trading-related

revenue, underwriting fees, and lending

fees in Wholesale Banking, higher insurance premiums,

higher fee-

based revenue commensurate with market

growth and transaction revenue in

Wealth Management, and higher revenue from

treasury and balance sheet

management activities.

By segment, the increase in reported non-interest

income reflects increases in Wholesale

Banking of $832 million, in Wealth Management

and Insurance of

$267 million, in the Corporate segment

of $203 million, and in U.S. Retail of $83

million. Canadian Personal and Commercial Banking

non-interest income was flat

compared with the second quarter last

year.

Quarterly comparison – Q2 2024 vs. Q1 2024

Non-interest income for the quarter increased

$128 million, or 2%, compared with the prior

quarter, primarily reflecting higher underwriting

and advisory fees, and

the net change in fair value of loan underwriting

commitments in Wholesale Banking.

By segment, the increase in non-interest income

reflects increases in Wholesale Banking

of $169 million, in the Corporate segment

of $21 million, and in U.S.

Retail of $2 million, partially offset by decreases

in Wealth Management and Insurance of

$40 million and in Canadian Personal

and Commercial Banking of

$24 million.

Year-to-date comparison – Q2 2024 vs. Q2 2023

Reported non-interest income was $12,580

million, an increase of $3,143 million, or 33%,

compared with the same period last year, primarily reflecting

higher

trading-related revenue, underwriting fees, lending

fees, and equity commissions in

Wholesale Banking, the prior period impact of

the terminated FHN acquisition-

related capital hedging strategy, higher insurance

premiums, higher fee-based revenue

commensurate with market growth in

Wealth Management, and higher

revenue from treasury and balance sheet management

activities. Adjusted non-interest income

was $12,580 million, an increase of $2,405

million, or 24%.

By segment, the increase in reported non-interest

income reflects increases in Wholesale

Banking of $1,594 million, in the Corporate

segment of $936 million, in

Wealth Management and Insurance of $485 million,

in U.S. Retail of $127 million, and in

Canadian Personal and Commercial Banking

of $1 million.

TD BANK GROUP • SECOND QUARTER 2024

• REPORT TO SHAREHOLDERS

Page 12

Provision for Credit Losses

Quarterly comparison – Q2 2024 vs. Q2 2023

PCL for the quarter was $1,071 million, an increase

of $472 million compared with the

second quarter last year. PCL – impaired was $870 million,

an increase of

$319 million, or 58%, reflecting credit migration

in the consumer and commercial lending portfolios.

PCL – performing was $201 million, an increase

of

$153 million. The performing provisions this

quarter largely reflect current credit

conditions including some credit migration,

and volume growth. Total PCL for the

quarter as an annualized percentage of

credit volume was 0.47%.

By segment, PCL was higher by $220

million in Canadian Personal and Commercial

Banking, by $190 million in U.S. Retail, by $43

million in Wholesale

Banking, by $20 million in the Corporate segment,

and lower by $1 million in Wealth Management

and Insurance.

Quarterly comparison – Q2 2024 vs. Q1 2024

PCL for the quarter was $1,071 million, an increase

of $70 million compared with the prior

quarter. PCL – impaired was $870 million, a decrease of

$64 million,

largely reflecting lower provisions in the

U.S. commercial lending portfolios, and seasonal

trends in the U.S. credit card and auto portfolios,

partially offset by credit

migration in the Canadian commercial lending

portfolios. PCL – performing was $201

million, an increase of $134 million. The performing

provisions this quarter

largely reflect current credit conditions including

some credit migration, and volume growth.

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

was 0.47%.

By segment, PCL was higher by $45 million in

Wholesale Banking,

by $44 million in Canadian Personal and

Commercial Banking, and lower by $14 million

in

the Corporate segment,

and by $5 million in U.S. Retail.

Year-to-date comparison – Q2 2024 vs. Q2 2023

PCL was $2,072 million, an increase

of $783 million compared with the same

period last year. PCL – impaired

was $1,804 million, an increase of

$700 million,

reflecting credit migration in the consumer and

commercial lending portfolios.

PCL – performing was $268 million,

an increase of $83 million. The current

year

performing build reflects volume growth and

credit conditions including some credit migration.

Total PCL as an annualized percentage

of credit volume was 0.45%.

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

by $375

million, in Canadian Personal and Commercial

Banking by $316 million, in the Corporate

segment by

$72 million, in Wholesale Banking by $21

million, and lower in Wealth Management and

Insurance by $1 million.

TABLE 9: PROVISION FOR CREDIT LOSSES

1

(millions of Canadian dollars)

For the three months ended

For the six months ended

April 30

January 31

April 30

April 30

April 30

2024

2024

2023

2024

2023

Provision for (recovery of) credit losses

– Stage 3 (impaired)

Canadian Personal and Commercial

Banking

$

397

$

364

$

234

$

761

$

454

U.S. Retail

311

377

186

688

398

Wealth Management and Insurance

1

1

Wholesale Banking

(1)

5

5

4

6

Corporate

2

163

188

125

351

245

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

870

934

551

1,804

1,104

Provision for (recovery of) credit losses

– Stage 1

and Stage 2 (performing)

Canadian Personal and Commercial

Banking

70

59

13

129

120

U.S. Retail

69

8

4

77

(8)

Wealth Management and Insurance

Wholesale Banking

56

5

7

61

38

Corporate

2

6

(5)

24

1

35

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

and Stage 2

201

67

48

268

185

Total provision for (recovery of) credit losses

$

1,071

$

1,001

$

599

$

2,072

$

1,289

-

1

Includes PCL for off-balance sheet instruments.

2

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

Insurance Service Expenses

Quarterly comparison – Q2 2024 vs. Q2 2023

Insurance service expenses for the quarter

were $1,248 million, an increase of $130

million, or 12%, compared with the second quarter

last year, reflecting

business growth, increased claims severity,

and less favourable prior years’ claims

development.

Quarterly comparison – Q2 2024 vs. Q1 2024

Insurance service expenses for the quarter

decreased $118 million, or 9%, compared with the prior quarter, reflecting

seasonally lower claims,

and more

favourable prior years’ claims development.

Yearto-date

comparison – Q2 2024 vs. Q2 2023

Insurance service expenses were $2,614

million, an increase of $332 million, or 15%,

compared with the same period last year, reflecting business

growth,

increased claims severity,

and less favourable prior years’ claims

development.

Non-Interest Expenses and Efficiency

Ratio

Quarterly comparison – Q2 2024 vs. Q2 2023

Reported non-interest expenses were $8,401

million, an increase of $1,645 million, or

24%, compared with the second quarter

last year, primarily reflecting the

impact of the provision for investigations related

to the Bank’s AML program, higher employee-related

expenses, including TD Cowen, the impact

of a civil matter

provision, restructuring charges,

investments in our risk and control

infrastructure, and FDIC special assessment.

On an adjusted basis, non-interest expenses

were $7,084 million, an increase of $622

million, or 10%.

By segment, the increase in reported non-interest

expenses reflects increases in the

Corporate segment of $711 million, in U.S. Retail of $575 million,

in

Wholesale Banking of $241 million, in

Wealth Management and Insurance of $64 million,

and in Canadian Personal and Commercial

Banking of $54 million.

The Bank’s reported efficiency ratio was 60.8%, compared

to 54.5% in the second quarter last year. The Bank’s adjusted efficiency

ratio, net of ISE was 56.1%,

compared with 56.4% in the second quarter

last year.

TD BANK GROUP • SECOND QUARTER 2024

• REPORT TO SHAREHOLDERS

Page 13

Quarterly comparison – Q2 2024 vs. Q1 2024

Reported non-interest expenses increased

$371 million, or 5%, compared with the prior

quarter, primarily reflecting the impact of the provision

for investigations

related to the Bank’s AML program, partially offset

by a lower FDIC special assessment.

Adjusted non-interest expenses decreased

$41 million, or 1%.

By segment, the increase in reported non-interest

expenses reflects increases in the

Corporate segment of $301 million and in

U.S. Retail of $187 million,

partially offset by decreases in Wholesale Banking

of $70 million, in Canadian Personal and

Commercial Banking of $27 million, and in

Wealth Management and

Insurance of $20 million.

The Bank’s reported efficiency ratio was 60.8%, compared

with 58.6% in the prior quarter. The Bank’s adjusted efficiency ratio, net of

ISE was 56.1%,

compared with 57.4% in the prior quarter.

Year-to-date comparison – Q2 2024 vs. Q2 2023

Reported non-interest expenses of $16,431

million increased $1,563 million, or 11%, compared with the

same period last year, primarily reflecting higher

employee-related expenses, including

TD Cowen, the impact of the provision for investigations

related to the Bank’s AML program, FDIC

special assessment,

restructuring charges, and investments in our

risk and control infrastructure, partially offset

by the prior period impact of the Stanford

litigation settlement. On an

adjusted basis, non-interest expenses were

$14,209 million, an increase of $1,410

million, or 11%.

By segment, the increase in reported non-interest

expenses reflects increases in U.S.

Retail of $945 million, in Wholesale Banking of

$858 million, in Canadian

Personal and Commercial Banking of

$175 million, and in Wealth Management and Insurance

of $102 million, partially offset by a decrease in

the Corporate

segment of $517 million.

The Bank’s reported efficiency ratio was 59.7%, compared

with 60.4% in the same period last year. The Bank’s adjusted efficiency

ratio, net of ISE was 56.7%,

compared with 54.8%

in the same period last year.

Income Taxes

The Bank’s effective income tax rate on a reported

basis was 23.5% for the current quarter, compared with 21.9%

in the second quarter last year and

19.1% in the

prior quarter. The year-over-year and quarter-over-quarter increases

primarily reflect the non-deductible provision

for the investigations related to the Bank’s AML

program,

partially offset by earnings mix.

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

a

percentage of adjusted net income before

taxes. The Bank’s adjusted effective income tax rate

was 20.5% for the current quarter, compared with 22.0%

in the

second quarter last year and 20.4% in

the prior quarter. The year-over-year and quarter-over-quarter

changes primarily reflect 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 six months ended

April 30

January 31

April 30

April 30

April 30

2024

2024

2023

2024

2023

Income taxes at Canadian statutory income

tax rate

$

861

27.8

%

$

920

27.7

%

$

1,089

27.8

%

$

1,780

27.8

%

$

1,709

27.8

%

Increase (decrease) resulting from:

Dividends received

(3)

(0.1)

(19)

(0.6)

(26)

(0.7)

(11)

(0.2)

(53)

(0.9)

Rate differentials on international operations

1

(124)

(4.0)

(271)

(8.2)

(217)

(5.5)

(395)

(6.2)

(444)

(7.2)

Other

(5)

(0.2)

4

0.2

13

0.3

(11)

(0.2)

586

9.5

Provision for income taxes and effective

income tax rate – reported

2

$

729

23.5

%

$

634

19.1

%

$

859

21.9

%

$

1,363

21.2

%

$

1,798

29.2

%

Total adjustments for items of note

191

238

108

429

229

Provision for income taxes and effective

income tax rate – adjusted

2

$

920

20.5

%

$

872

20.4

%

$

967

22.0

%

$

1,792

20.5

%

$

2,027

21.8

%

1

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

2

For the three and six months ended April 30, 2023, certain amounts have been restated for the adoption of IFRS

  1. Refer to Note 2 of the Bank’s second quarter 2024 Interim

Consolidated Financial Statements for further details.

Canadian Tax Measures

On November 30, 2023, Parliament introduced

Bill C-59, which advances certain tax

measures introduced in the Canadian Federal

budget presented on March

28, 2023. 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. The legislation,

which is not yet substantively enacted, proposes

that these measures be effective beginning January

1, 2024.

International Tax Reform – Pillar Two Global Minimum Tax

The Organisation for Economic Co-operation

and Development 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 has been enacted

or substantively enacted in certain jurisdictions

in which the Bank operates. On May

2, 2024, the

Government of Canada introduced Bill

C-69, which includes the

Global Minimum Tax Act

addressing the Pillar Two model rules. The rules will be

effective for the

Bank in Canada and other jurisdictions for

the fiscal year beginning on November

1, 2024. The Bank is assessing its potential

exposure to Pillar Two income

taxes.

TD BANK GROUP • SECOND QUARTER 2024

• REPORT TO SHAREHOLDERS

Page 14

ECONOMIC SUMMARY AND OUTLOOK

The global economy continued to outperform

expectations to start calendar 2024,

despite geopolitical risks. Inflation has generally

continued to cool across the

G-7, and central banks are expected to

start lowering interest rates soon. However, the pace of

decline is expected to be gradual with central

bankers 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.

U.S. domestic demand started the year on

a solid path. Real GDP growth downshifted

in the first calendar quarter of 2024

from a very rapid pace in the second

half of 2023, but this was due in large part to

a drag from net exports. Domestic demand

turned in a sturdy performance of 2.8%

growth on a quarter-over-quarter

annualized basis, reflecting both consumer

spending and business investment. Both

advanced by almost 3% in inflation-adjusted

terms. However, government

spending cooled to a greater extent.

Based on the April 2024 data, the U.S. job

market was still tight with the unemployment

rate historically low at 3.9%. Even

so, the labour market is showing

signs of cooling, including a deceleration in job

openings and wage growth. TD Economics

expects this trend to continue. This would

help halt a recent upturn in

inflation that prompted the Federal Reserve

to signal that interest rates will need to remain

higher for longer.

TD Economics expects the U.S. Federal

Reserve will lower interest rates from the

current restrictive level of 5.25-5.50% to 5.00-5.25%

by the end of calendar

  1. This means that interest rates

are still expected to weigh on demand through

the year.

In contrast, Canada’s economy slowed notably in

calendar 2023, with real GDP growth of only

1.1% in real terms. TD Economics expects

economic growth to

pick up in the first quarter to above 2%, but

that pace is not expected to be sustained

through the remainder of 2024. Job growth has

slowed below labour force

growth, pushing the unemployment rate higher

to 6.1% in April. TD Economics expects

the unemployment rate to continue to rise in

the months ahead,

contributing

to prolonged weakness in consumer spending.

As a result, TD Economics expects that economic

growth is likely to remain modest through

2024.

Canadian inflation has cooled in recent

months, and the Bank of Canada is widely expected

to cut interest rates in June or July of 2024.

Thereafter, TD

Economics expects the Bank of Canada

to lower interest rates gradually. As a result of interest rates declining

more in Canada in comparison to the U.S., there

is

downside risk to the Canadian dollar, which TD Economics

expects will hover in the 70 to 72 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

of

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 $4

million, compared with

$29 million in the prior quarter and $40 million

in the second 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 six months ended

April 30

January 31

April 30

April 30

April 30

2024

2024

2023

2024

2023

Net interest income

$

3,812

$

3,833

$

3,377

$

7,645

$

6,916

Non-interest income

1,027

1,051

1,027

2,078

2,077

Total revenue

4,839

4,884

4,404

9,723

8,993

Provision for (recovery of) credit losses –

impaired

397

364

234

761

454

Provision for (recovery of) credit losses –

performing

70

59

13

129

120

Total provision for (recovery of) credit losses

467

423

247

890

574

Non-interest expenses

1,957

1,984

1,903

3,941

3,766

Provision for (recovery of) income taxes

676

692

629

1,368

1,299

Net income

$

1,739

$

1,785

$

1,625

$

3,524

$

3,354

Selected volumes and ratios

Return on common equity

1

32.9

%

34.6

%

37.4

%

33.8

%

38.6

%

Net interest margin (including on securitized

assets)

2

2.84

2.84

2.74

2.84

2.77

Efficiency ratio

40.4

40.6

43.2

40.5

41.9

Number of Canadian retail branches

1,062

1,062

1,060

1,062

1,060

Average number of full-time equivalent staff

29,053

29,271

28,797

29,163

28,800

1

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.

2

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 • SECOND QUARTER 2024

• REPORT TO SHAREHOLDERS

Page 15

Quarterly comparison – Q2 2024 vs. Q2 2023

Canadian Personal and Commercial

Banking net income for the quarter was

$1,739 million, an increase of $114 million, or 7%, compared

with the second quarter

last year, reflecting higher revenue, partially offset by higher PCL

and non-interest expenses. The annualized

ROE for the quarter was 32.9%, compared

with

37.4% in the second quarter last year.

Revenue for the quarter was $4,839 million, an

increase of $435

million, or 10%, compared with the second quarter

last year. Net interest income was

$3,812 million, an increase of $435 million, or

13%, compared with the second quarter

last year, primarily reflecting volume growth and higher

margins.

Average

loan volumes increased $37 billion, or 7%,

reflecting 7% growth in personal loans

and 7% growth in business loans. Average deposit

volumes increased

$16 billion, or 4%, reflecting 6% growth in

personal deposits, partially offset by 1% decline

in business deposits. Net interest margin

was 2.84%, an increase of

10 basis points (bps), primarily due to higher

margins on deposits, partially offset by lower

margins on loans and changes to balance sheet

mix. Non-interest

income was $1,027 million, flat compared

with the second quarter last year.

PCL for the quarter was $467 million, an increase

of $220 million compared with the second

quarter last year. PCL – impaired was $397 million, an increase

of

$163 million, or 70%, reflecting credit migration

in the consumer and commercial lending

portfolios. PCL – performing was $70

million, an increase of $57 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 0.34%,

an increase of 15 bps compared with

the second quarter last year.

Non-interest expenses for the quarter were $1,957

million, an increase of $54 million, or

3%, compared with the second quarter

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 for the quarter was 40.4%,

compared with 43.2% in the second quarter

last year.

Quarterly comparison – Q2 2024 vs. Q1 2024

Canadian Personal and Commercial Banking

net income for the quarter was $1,739

million, a decrease of $46 million, or 3%,

compared with the prior quarter,

reflecting lower revenue and higher PCL, partially

offset by lower non-interest expenses. The annualized

ROE for the quarter was 32.9%, compared

with 34.6% in

the prior quarter.

Revenue decreased $45

million, or 1%, compared with the prior quarter. Net interest

income decreased $21 million, or 1%, reflecting

fewer days in the second

quarter, partially offset by volume growth.

Average loan volumes increased $5 billion, or

1%, reflecting 1% growth in personal loans

and 2% growth in business

loans. Average deposit volumes were relatively

flat compared with the prior quarter,

reflecting 1% growth in personal deposits,

offset by 1% decline in business

deposits. Net interest margin was 2.84%,

flat compared with the prior quarter. Non-interest income decreased

$24 million, or 2%, compared with

the prior quarter,

reflecting lower fee revenue.

PCL for the quarter was $467 million, an increase

of $44 million compared with the prior

quarter. PCL – impaired was $397 million, an increase of

$33 million, or

9%, largely reflecting

credit migration in the commercial lending

portfolio. PCL – performing was $70 million,

an increase of $11 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 0.34%, an increase of 4 bps compared

with the prior quarter.

Non-interest expenses decreased $27

million, or 1% compared with the prior

quarter, primarily reflecting lower technology costs and employee-related

expenses

.

The efficiency ratio was 40.4%, compared

with 40.6%, in the prior quarter.

Year-to-date comparison – Q2 2024 vs. Q2 2023

Canadian Personal and Commercial

Banking net income for the six months ended

April 30, 2024, was $3,524 million, an increase

of $170 million, or 5%,

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 33.8%, compared with 38.6%, in

the same period last year.

Revenue for the period was $9,723

million, an increase of $730

million, or 8%, compared with the same period

last year. Net interest income was

$7,645 million, an increase of $729 million, or

11% compared with the same period last year, reflecting volume growth and

higher margins. Average loan volumes

increased $37 billion, or 7%, reflecting 7%

growth in personal loans and 8% growth

in business loans. Average deposit volumes

increased $15 billion, or 3%,

reflecting 6% growth in personal deposits,

partially offset by a 2% decline in business deposits.

Net interest margin was 2.84%, an increase

of 7 bps, primarily due

to higher margins on deposits, partially offset

by lower margins on loans and changes to balance

sheet mix.

Non-interest income was $2,078 million, relatively

flat

compared with the same period last year.

PCL was $890 million, an increase of $316

million compared with the same period last

year. PCL – impaired was $761 million, an increase of $307

million, or

68%, reflecting credit migration in the consumer

and commercial lending portfolios.

PCL – performing was $129 million, an increase

of $9 million. The current year

performing provisions largely reflect

current credit conditions, including credit

migration, and volume growth. Total PCL as an annualized percentage of credit

volume was 0.32%, an increase of 10 bps

compared with the same period last year.

Non-interest expenses were $3,941 million,

an increase of $175

million, or 5%, compared with the same period

last year, reflecting higher spend supporting

business growth, including higher employee-related

expenses and technology costs.

The efficiency ratio was 40.5%, compared

with 41.9%, for the same period last year.

TD BANK GROUP • SECOND 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 six months ended

April 30

January 31

April 30

April 30

April 30

Canadian Dollars

2024

2024

2023

2024

2023

Net interest income

$

2,841

$

2,899

$

3,034

$

5,740

$

6,201

Non-interest income

606

604

523

1,210

1,083

Total revenue

3,447

3,503

3,557

6,950

7,284

Provision for (recovery of) credit losses –

impaired

311

377

186

688

398

Provision for (recovery of) credit losses –

performing

69

8

4

77

(8)

Total provision for (recovery of) credit losses

380

385

190

765

390

Non-interest expenses – reported

2,597

2,410

2,022

5,007

4,062

Non-interest expenses – adjusted

1,2

1,879

1,999

1,868

3,878

3,802

Provision for (recovery of) income taxes – reported

73

(5)

189

68

393

Provision for (recovery of) income taxes – adjusted

1

99

96

227

195

457

U.S. Retail Bank net income – reported

397

713

1,156

1,110

2,439

U.S. Retail Bank net income – adjusted

1

1,089

1,023

1,272

2,112

2,635

Share of net income from investment in

Schwab

3,4

183

194

250

377

551

Net income – reported

$

580

$

907

$

1,406

$

1,487

$

2,990

Net income – adjusted

1

1,272

1,217

1,522

2,489

3,186

U.S. Dollars

Net interest income

$

2,094

$

2,141

$

2,241

$

4,235

$

4,589

Non-interest income

446

446

387

892

802

Total revenue

2,540

2,587

2,628

5,127

5,391

Provision for (recovery of) credit losses –

impaired

229

279

137

508

295

Provision for (recovery of) credit losses –

performing

51

6

3

57

(6)

Total provision for (recovery of) credit losses

280

285

140

565

289

Non-interest expenses – reported

1,909

1,779

1,493

3,688

3,005

Non-interest expenses – adjusted

1,2

1,384

1,479

1,380

2,863

2,814

Provision for (recovery of) income taxes – reported

54

(3)

140

51

291

Provision for (recovery of) income taxes – adjusted

1

73

71

168

144

338

U.S. Retail Bank net income – reported

297

526

855

823

1,806

U.S. Retail Bank net income – adjusted

1

803

752

940

1,555

1,950

Share of net income from investment in

Schwab

3,4

136

144

185

280

407

Net income – reported

$

433

$

670

$

1,040

$

1,103

$

2,213

Net income – adjusted

1

939

896

1,125

1,835

2,357

Selected volumes and ratios

Return on common equity – reported

5

5.4

%

8.5

%

14.1

%

6.9

%

14.8

%

Return on common equity – adjusted

1,5

11.7

11.3

15.3

11.5

15.8

Net interest margin

1,6

2.99

3.03

3.25

3.01

3.27

Efficiency ratio – reported

75.2

68.8

56.8

71.9

55.7

Efficiency ratio – adjusted

1

54.5

57.2

52.5

55.8

52.2

Assets under administration (billions of U.S.

dollars)

7

$

40

$

40

$

39

$

40

$

39

Assets under management (billions of U.S.

dollars)

7,8

7

7

7

7

7

Number of U.S. retail stores

1,167

1,176

1,164

1,167

1,164

Average number of full-time equivalent staff

27,957

27,985

28,401

27,971

27,987

1

For additional information about the Bank’s use of non-GAAP financial measures, refer to “Non-GAAP

and Other Financial Measures” in the “How We Performed” section of this

document.

2

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

i.

Charges related to the terminated First Horizon acquisition – Q2 2023: $154 million or US$113

million ($116 million or US$85 million after-tax),

Q1 2023: $106 million or

US$78 million ($80 million or US$59 million after-tax);

ii.

FDIC special assessment – Q2 2024: $103 million or US$75 million ($77 million or US$56 million after-tax), Q1 202

4: $411 million or US$300 million

($310 million or US$226 million

after-tax); and

iii.

Provision for investigations related to the Bank’s AML program – Q2 2024: $615 million or US$450 million

(before and after tax).

3

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

Note 7 of the Bank’s second quarter 2024

Interim Consolidated Financial Statements for further details.

4

The after-tax amounts for amortization of acquired intangibles, the Bank’s share of acquisition and integration

charges associated with Schwab’s acquisition of TD Ameritrade, the Bank’s

share of Schwab’s restructuring charges,

and the Bank’s share of Schwab’s FDIC special assessment charge are recorded in

the Corporate segment.

5

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.

6

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.

7

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

8

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 – Q2 2024 vs. Q2 2023

U.S. Retail reported net income for the quarter

was $580

million (US$433 million), a decrease of $826

million (US$607 million), or 59% (58% in

U.S. dollars),

compared with the second quarter last

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

was $1,272 million (US$939 million), a decrease

of $250 million

(US$186 million), or 16% (17% in U.S. dollars).

The reported and adjusted annualized ROE

for the quarter were 5.4% and 11.7%, respectively, compared with

14.1% and 15.3%, respectively, in the second 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 $183 million (US$136

million), a decrease of $67 million (US$49

million), or 27% (26% in U.S. dollars).

U.S. Retail Bank reported net income was

$397 million (US$297 million), a decrease

of $759 million (US$558 million), or 66%

(65% in U.S. dollars), compared

with the second quarter last year, primarily reflecting higher non-interest

expenses, higher PCL, and lower net interest

income. U.S. Retail Bank adjusted net

income was $1,089 million (US$803

million), a decrease of $183 million (US$137

million), or 14% (15% in U.S. dollars),

compared with the second quarter last

year, reflecting higher PCL and lower net interest income.

TD BANK GROUP • SECOND QUARTER 2024

• REPORT TO SHAREHOLDERS

Page 17

Revenue for the quarter was US$2,540 million,

a decrease of US$88 million, or 3%,

compared with the second quarter last

year. Net interest income of

US$2,094 million, decreased US$147 million,

or 7%, driven by lower deposit margins

and volumes, partially offset by higher loan volumes.

Net interest margin of

2.99%, decreased 26 bps, due to lower deposit

margins reflecting higher deposit costs

and lower margins on loans. Non-interest

income of US$446 million

increased US$59 million, or 15%, compared

with the second quarter last year, primarily reflecting fee income

growth from increased customer activity and

losses

from the disposition of certain investments

in the prior year.

Average loan volumes increased US$13 billion,

or 7%, compared with the second quarter

last year. Personal loans increased 10%,

reflecting strong mortgage

and auto originations and lower prepayments

in the higher rate environment. Business

loans increased 5%, reflecting good originations

from new customer growth

and slower payment rates. Average deposit volumes

decreased US$21 billion, or 6%, reflecting

an 18% decrease in sweep deposits, a 2%

decrease in business

deposits, partially offset by a 1% increase in personal

deposit volumes. Excluding sweep deposits,

average deposits decreased 1%.

Assets under administration (AUA) were

US$40 billion as at April 30, 2024, an increase

of US$1 billion, or 3%, compared with

the second quarter last year,

reflecting net asset growth. Assets under

Management (AUM) were US$7 billion

as at April 30, 2024, flat compared

with the second quarter last year.

PCL for the quarter was US$280 million,

an increase of US$140 million compared

with the second quarter last year. PCL – impaired was US$229

million, an

increase of US$92 million, or 67%, reflecting

credit migration in the consumer and commercial

lending portfolios. PCL – performing

was US$51 million, an increase

of US$48 million. The performing provisions

this quarter reflect credit conditions and

volume growth, and are largely recorded in

the auto and commercial lending

portfolios. 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 0.60%,

an increase of 27 bps, compared with

the second quarter last year.

Reported non-interest expenses for the quarter

were US$1,909 million, an increase of

US$416 million, or 28%, compared with the

second quarter last year,

reflecting the impact of the provision for investigations

related to the Bank’s AML program,

and FDIC special assessment, partially

offset by acquisition and

integration-related charges for the terminated

First Horizon transaction in the second

quarter last year. On an adjusted basis, non-interest expenses

were relatively

flat, reflecting higher employee-related expenses,

partially offset by productivity initiatives.

The reported and adjusted efficiency ratios for

the quarter were 75.2% and 54.5%, respectively, compared with 56.8%

and 52.5%, respectively, in the second

quarter last year.

Quarterly comparison – Q2 2024 vs. Q1 2024

U.S. Retail reported net income of $580

million (US$433 million), a decrease of

$327 million (US$237 million), or 36% (35%

in U.S. dollars), compared with the

prior quarter. On an adjusted basis, net income for the

quarter was $1,272 million (US$939 million),

an increase of $55 million (US$43 million),

or 5% (5% in

U.S. dollars). The reported and adjusted annualized

ROE for the quarter were 5.4% and 11.7%, respectively, compared with 8.5% and 11.3%, respectively, in the

prior quarter.

The contribution from Schwab of $183

million (US$136 million) decreased $11 million (US$8 million), or

6% (6% in U.S. dollars).

U.S. Retail Bank reported net income

was $397 million (US$297 million), a decrease

of $316 million (US$229 million), or 44%

(44% in U.S. dollars), compared

with the prior quarter, primarily reflecting higher non-interest

expenses and lower net interest income.

U.S. Retail Bank adjusted net income was

$1,089 million

(US$803 million), an increase of $66

million (US$51 million), or 6% (7% in U.S. dollars),

primarily reflecting lower non-interest expenses,

partially offset by lower

net interest income.

Revenue for the quarter was US$2,540 million,

a decrease of US$47 million, or 2%,

compared with the prior quarter. Net interest income of

US$2,094 million

decreased US$47 million, or 2%, primarily reflecting

the effect of fewer days in the quarter, and lower deposit margins

and volumes. Net interest margin of 2.99%

decreased 4 bps quarter-over-quarter due

to balance sheet mix and higher funding

costs. Non-interest income of US$446 million

was flat compared to the prior

quarter.

Average loan volumes increased US$2 billion,

or 1%, compared with the prior quarter. Personal loans

were relatively flat. Business loans increased

1%,

reflecting good originations from new customer

growth and slower payment rates. Average

deposit volumes decreased US$5 billion, or

1%, compared with the

prior quarter, reflecting a 5% decrease in sweep deposits

and a 2% decrease in business deposits,

partially offset by a 2% increase in personal

deposit volume.

AUA were US$40 billion

as at April 30, 2024, flat compared

with the prior quarter. AUM were US$7 billion, flat compared

with the prior quarter.

PCL for the quarter was US$280 million,

a decrease of US$5 million compared

with the prior quarter. PCL – impaired was US$229 million, a

decrease of

US$50 million, or 18%, reflecting lower provisions

in the commercial lending portfolios,

and seasonal trends in credit card and auto

portfolios. PCL – performing

was US$51 million, an increase of US$45

million. The performing provisions this quarter

reflect credit conditions and volume growth,

and are largely recorded in

the auto and commercial lending portfolios.

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 0.60%, a

decrease of 1 basis point,

compared with the prior quarter.

Reported non-interest expenses for the quarter

were US$1,909 million, an increase of

US$130 million, or 7%, compared to the prior

quarter, primarily reflecting

the impact of the provision for investigations

related to the Bank’s AML program

and additional FDIC special assessment,

partially offset by the initial FDIC special

assessment in the prior quarter, and lower operating expenses.

On an adjusted basis, non-interest expenses

decreased US$95 million, or 6%, due

to seasonality

of expenses and the impact of productivity initiatives.

The reported and adjusted efficiency ratios for

the quarter were 75.2% and 54.5%, respectively, compared with 68.8%

and 57.2%, respectively, in the prior

quarter.

Year-to-date comparison – Q2 2024 vs. Q2 2023

U.S. Retail reported net income for the

six months ended April 30, 2024, was $1,487

million (US$1,103 million), a decrease of

$1,503 million (US$1,110 million), or

50% (50% in U.S. dollars), compared with

the same period last year. On an adjusted basis, net income

for the period was $2,489

million (US$1,835 million), a

decrease of $697 million (US$522 million),

or 22% (22% in U.S. dollars). The reported

and adjusted annualized ROE for the

period were 6.9% and 11.5%,

respectively, compared with 14.8% and 15.8%, respectively, in the same period last

year.

The contribution from Schwab of $377

million (US$280 million), decreased $174 million

(US$127 million), or 32% (31% in

U.S. dollars).

U.S. Retail Bank reported net income

for the period was $1,110

million (US$823 million), a decrease of $1,329

million (US$983 million), or 54% (54%

in U.S.

dollars), compared with the same period

last year, reflecting higher non-interest expenses, higher PCL, and

lower net interest income.

U.S. Retail Bank adjusted

net income was $2,112 million (US$1,555 million), a decrease of

$523 million (US$395 million), or 20%

(20% in U.S. dollars), primarily reflecting higher

PCL,

higher non-interest expenses, and lower net

interest income.

Revenue for the period was US$5,127

million, a decrease of US$264 million, or 5%,

compared with the same period last year. Net interest income

of

US$4,235 million decreased US$354

million, or 8%, primarily reflecting lower deposit

margins and volumes, partially offset by higher

loan volumes.

Net interest

margin of 3.01%, decreased 26 bps, due

to lower deposit margins reflecting higher deposit

costs and lower margins on loans.

Non-interest income of

US$892 million increased US$90 million,

or 11%, primarily reflecting fee income growth from increased

customer activity and higher valuation on

certain

investments in the prior year.

Average loan volumes increased US$15 billion,

or 8%, compared with the same period

last year. Personal loans increased 10%, reflecting good

originations

and slower payment rates across portfolios.

Business loans increased 6%, reflecting

good originations from new customer

growth, and slower payment rates.

TD BANK GROUP • SECOND QUARTER 2024

• REPORT TO SHAREHOLDERS

Page 18

Average deposit volumes decreased US$27 billion,

or 8%, reflecting a 20% decrease in sweep

deposits and a 3% decrease in business

deposits. Personal

deposit volumes

were flat. Excluding sweep deposits, average

deposits decreased 1%.

PCL was US$565 million, an increase of

US$276 million compared with the same period

last year. PCL – impaired was US$508 million, an increase

of

US$213 million, or 72%, reflecting credit

migration in the consumer and commercial lending

portfolios. PCL – performing was a build of

US$57 million, compared

with a recovery of US$6 million in the prior

year. The current year performing provisions largely reflect

current 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 0.60%, an

increase of 27 bps,

compared with the same period last

year.

Reported non-interest expenses for the period

were US$3,688 million, an increase of US$683

million, or 23%, compared with the same

period last year,

reflecting the impact of the provision for investigations

related to the Bank’s AML program,

FDIC special assessment, and higher

operating expenses, partially

offset by 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$49 million, or 2%, reflecting

higher employee-related expenses.

The reported and adjusted efficiency ratios for

the quarter were 71.9% and 55.8%, respectively, compared with 55.7%

and 52.2%, 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 second 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 six months ended

April 30

January 31

April 30

April 30

April 30

2024

2024

2023

2024

2023

Net interest income

$

304

$

285

$

258

$

589

$

541

Non-interest income

1

2,810

2,850

2,543

5,660

5,175

Total revenue

3,114

3,135

2,801

6,249

5,716

Provision for (recovery of) credit losses –

impaired

1

1

Provision for (recovery of) credit losses –

performing

Total provision for (recovery of) credit losses

1

1

Insurance service expenses

1

1,248

1,366

1,118

2,614

2,282

Non-interest expenses

1

1,027

1,047

963

2,074

1,972

Provision for (recovery of) income taxes

218

167

195

385

383

Net income

$

621

$

555

$

524

$

1,176

$

1,078

Selected volumes and ratios

Return on common equity

1,2

40.8

%

37.5

%

38.0

%

39.2

%

38.6

%

Efficiency ratio

1

33.0

33.4

34.4

33.2

34.5

Efficiency ratio, net of ISE

1,3

55.0

59.2

57.2

57.1

57.4

Assets under administration (billions of Canadian

dollars)

4

$

596

$

576

$

549

$

596

$

549

Assets under management (billions of Canadian

dollars)

489

479

460

489

460

Average number of full-time equivalent staff

15,163

15,386

16,454

15,276

16,426

1

For the three and six months ended April 30, 2023, certain amounts have been restated for the adoption of IFRS

  1. Refer to Note 2 of the Bank’s second quarter 2024 Interim

Consolidated Financial Statements for further details.

2

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.

3

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

Total revenue, net of ISE

– Q2 2024: $1,866 million, Q1 2024: $1,769 million,

Q2 2023: $1,683 million, 2024 YTD: $3,635 million, 2023 YTD: $3,434 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.

4

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

segment.

Quarterly comparison – Q2 2024 vs. Q2 2023

Wealth Management and Insurance net income

for the quarter was $621 million, an increase

of $97 million, or 19%, compared with

the second quarter last year,

reflecting higher revenue, partially offset by higher

insurance service expenses and non-interest

expenses. The annualized ROE for the quarter

was 40.8%,

compared with 38.0% in the second quarter

last year.

Revenue for the quarter was $3,114 million, an increase of $313

million, or 11%, compared with the second quarter last year. Non-interest income was

$2,810 million, an increase of $267 million, or

10%, reflecting higher insurance

premiums, fee-based revenue commensurate

with market growth and transaction

revenue. Net interest income was $304

million, an increase of $46 million, or 18%,

compared with the second quarter last

year, reflecting higher deposit margins.

AUA were $596 billion as at April 30, 2024, an

increase of $47 billion, or 9%, compared

with the second quarter last year, reflecting market appreciation

and net

asset growth. AUM were $489 billion as at

April 30, 2024, an increase of $29 billion,

or 6%, compared with the second quarter

last year, primarily reflecting market

appreciation.

Insurance service expenses for the quarter

were $1,248 million, an increase of $130

million, or 12%, compared with the second quarter

last year, reflecting

business growth, increased claims severity and

less favourable prior years’ claims development.

Non-interest expenses for the quarter were $1,027

million, an increase of $64 million, or

7%, compared with the second quarter

last year, reflecting higher

variable compensation commensurate

with higher revenues, and technology costs.

The efficiency ratio for the quarter was 33.0%,

compared with 34.4% in the second quarter

last year. The efficiency ratio, net of ISE for the quarter was 55.0%,

compared with 57.2% in the second quarter

last year.

Quarterly comparison – Q2 2024 vs. Q1 2024

Wealth Management and Insurance net income

for the quarter was $621 million, an increase

of $66 million, or 12%, compared with the prior

quarter, primarily

reflecting higher earnings in the wealth management

business. The annualized ROE for the quarter

was 40.8%, compared with 37.5% in the prior

quarter.

Revenue decreased $21 million, or 1%, compared

with the prior quarter. Non-interest income decreased $40 million,

or 1%, reflecting lower revenue in

the

insurance business, partially offset by higher fee-based

and transaction revenue in the wealth

management business.

Net interest income increased $19 million,

or

7%, reflecting higher deposit margins.

AUA increased $20 billion, or 3%, compared

with the prior quarter, reflecting market appreciation and net

asset growth.

AUM increased $10 billion, or 2%,

compared with prior quarter, primarily reflecting market appreciation.

Insurance service expenses for the quarter

decreased $118 million, or 9%, compared with the prior quarter, reflecting

seasonally lower claims and more

favourable prior years’ claims development.

TD BANK GROUP • SECOND QUARTER 2024

• REPORT TO SHAREHOLDERS

Page 19

Non-interest expenses decreased $20 million,

or 2%, compared with the prior quarter, reflecting lower

employee-related expenses.

The efficiency ratio for the quarter was 33.0%,

compared with 33.4% in the prior quarter. The efficiency ratio,

net of ISE for the quarter was 55.0%, compared

with 59.2% in the prior quarter.

Year-to-date comparison – Q2 2024 vs. Q2 2023

Wealth Management and Insurance net income

for the six months ended April 30, 2024, was

$1,176 million, an increase of $98 million, or

9%, compared with the

same period last year, reflecting higher revenues, partially

offset by higher insurance service expenses and

non-interest expenses. The annualized ROE

for the

period was 39.2%, compared with 38.6%,

in the same period last year.

Revenue for the period was $6,249 million,

an increase of $533 million, or 9%,

compared with same period last year. Non-interest income increased

$485 million, or 9%, reflecting higher insurance

premiums, and fee-based revenue commensurate

with market growth. Net interest income

increased $48 million,

or 9%, reflecting higher investment income in

the insurance business, and higher deposit

margins, partially offset by lower deposit volumes

in the wealth

management business.

Insurance service expenses were $2,614

million, an increase of $332 million, or 15%,

compared with the same period last year, reflecting business

growth,

increased claims severity and less favourable

prior years’ claims development.

Non-interest expenses were $2,074 million,

an increase of $102 million, or 5%,

compared with the same period last year, reflecting higher variable

compensation commensurate with higher

revenues, and technology costs.

The efficiency ratio for the period was 33.2%, compared

with 34.5% for the same period last

year. The efficiency ratio, net of ISE for the period was 57.1%,

compared with 57.4% in the same period last

year.

TABLE 14: WHOLESALE BANKING

1

(millions of Canadian dollars, except

as noted)

For the three months ended

For the six months ended

April 30

January 31

April 30

April 30

April 30

2024

2024

2023

2024

2023

Net interest income (TEB)

$

189

$

198

$

498

$

387

$

1,023

Non-interest income

1,751

1,582

919

3,333

1,739

Total revenue

1,940

1,780

1,417

3,720

2,762

Provision for (recovery of) credit losses –

impaired

(1)

5

5

4

6

Provision for (recovery of) credit losses –

performing

56

5

7

61

38

Total provision for (recovery of) credit losses

55

10

12

65

44

Non-interest expenses – reported

1,430

1,500

1,189

2,930

2,072

Non-interest expenses – adjusted

2,3

1,328

1,383

1,116

2,711

1,978

Provision for (recovery of) income taxes

(TEB) – reported

94

65

66

159

165

Provision for (recovery of) income taxes

(TEB) – adjusted

2

116

89

76

205

180

Net income – reported

$

361

$

205

$

150

$

566

$

481

Net income – adjusted

2

441

298

213

739

560

Selected volumes and ratios

Trading-related revenue (TEB)

4

$

693

$

730

$

482

$

1,423

$

1,144

Average gross lending portfolio (billions of Canadian

dollars)

5

96.3

96.2

95.2

96.3

96.1

Return on common equity – reported

6

9.2

%

5.3

%

4.5

%

7.3

%

7.0

%

Return on common equity – adjusted

2,6

11.3

7.6

6.4

9.5

8.2

Efficiency ratio – reported

73.7

84.3

83.9

78.8

75.0

Efficiency ratio – adjusted

2

68.5

77.7

78.8

72.9

71.6

Average number of full-time equivalent staff

7,077

7,100

6,510

7,089

5,937

1

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

2

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.

3

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

– Q2 2024: $102 million ($80 million after-tax), Q1 2024:

$117 million ($93 million after-tax), Q2 2023: $73 million ($63 million after

-tax), Q1 2023: $21 million ($16 million after-tax).

4

Includes net interest income (loss) TEB of ($118) million (Q1

2024: $(54) million, Q2 2023: $285 million, Q1 2023: $261 million), and trading income (loss) of

$811 million (Q1 2024:

$784 million, Q2 2023: $197 million, Q1 2023: $401 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.

5

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

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

6

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 – Q2 2024 vs. Q2 2023

Wholesale Banking reported net income for

the quarter was $361 million, an increase

of $211 million, compared with the second quarter last year, primarily

reflecting higher revenues, partially offset by higher

non-interest expenses. On an adjusted

basis, net income was $441 million, an increase

of $228

million.

Revenue for the quarter, including TD Cowen, was $1,940

million, an increase of $523 million, or 37%,

compared with the second quarter last

year. Higher

revenue primarily reflects higher trading-related

revenue, underwriting fees, and lending

revenue.

PCL for the quarter was $55 million, an increase

of $43 million compared with the second

quarter last year. PCL – impaired was a recovery of $1 million.

PCL –

performing was $56 million, an increase of

$49 million compared to the prior year, reflecting a higher

build in the current quarter largely related

to credit migration

across various industries.

Reported

non-interest expenses for the quarter, including TD Cowen,

were $1,430 million, an increase of $241

million, or 20%, compared with the second

quarter last year, primarily reflecting higher variable compensation

commensurate with higher revenues,

TD Cowen and the associated acquisition

and integration-

related costs. On an adjusted basis, non-interest

expenses were $1,328 million, an increase

of $212

million, or 19%.

Quarterly comparison – Q2 2024 vs. Q1 2024

Wholesale Banking reported net income for

the quarter was $361 million, an increase

of $156 million, or 76%, compared with

the prior quarter, primarily reflecting

higher revenues, and lower non-interest expenses,

partially offset by higher PCL. On an adjusted

basis, net income was $441 million, an increase

of $143 million,

or 48%.

Revenue for the quarter increased $160 million,

or 9%, compared with the prior quarter. Higher revenue primarily

reflects higher underwriting and

advisory fees,

and the net change in fair value of loan underwriting

commitments.

PCL for the quarter was $55 million, an increase

of $45 million compared with the prior quarter. PCL – impaired

was a recovery of $1 million. PCL – performing

was $56 million, an increase of $51 million

compared to the prior quarter, reflecting a higher build

in the current quarter largely related

to credit migration across

various industries.

TD BANK GROUP • SECOND QUARTER 2024

• REPORT TO SHAREHOLDERS

Page 20

Reported non-interest expenses for the quarter

decreased $70 million, or 5%, compared

with the prior quarter, primarily reflecting a provision of $102

million

taken in connection with the U.S. record keeping

matter recorded in the prior period,

partially offset by higher variable compensation

commensurate with higher

revenues. On an adjusted basis, non-interest expenses

decreased $55 million or 4%.

Year-to-date comparison – Q2 2024 vs. Q2 2023

Wholesale Banking reported net income for

the six months ended April 30, 2024

was $566 million, an increase of $85 million,

or 18%, compared with the same

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

non-interest expenses. On an adjusted basis, net

income was $739

million, an increase of

$179 million, or 32%.

Revenue,

including TD Cowen,

was $3,720 million, an increase of $958 million,

or 35%, compared with the same period

last year. Higher revenue primarily

reflects higher trading-related revenue,

underwriting fees, lending revenue largely

from syndicated and leveraged finance, and

equity commissions.

PCL was $65 million, an increase of $21

million compared with the same period

last year. PCL – impaired was $4 million. PCL – performing

was $61

million, an

increase of $23 million compared to the prior

year. The current year performing provisions largely reflect

credit migration across various industries.

Reported non-interest expenses were $2,930

million, an increase of $858 million, or 41%,

compared with the same period last year, reflecting TD

Cowen and

the associated acquisition and integration-related

costs, higher variable compensation commensurate

with higher revenues, as well as a provision

taken in

connection with the U.S. record keeping

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

$2,711 million, an increase of $733

million or 37%.

TABLE 15: CORPORATE

(millions of Canadian dollars)

For the three months ended

For the six months ended

April 30

January 31

April 30

April 30

April 30

2024

2024

2023

2024

2023

Net income (loss) – reported

$

(737)

$

(628)

$

(399)

$

(1,365)

$

(3,016)

Adjustments for items of note

Amortization of acquired intangibles

72

94

79

166

133

Acquisition and integration charges related

to the Schwab transaction

21

32

30

53

64

Share of restructuring and other charges

from investment in Schwab

49

49

Restructuring charges

165

291

456

Impact from the terminated FHN acquisition-related

capital hedging strategy

64

57

134

121

1,010

Civil matter provision/Litigation settlement

274

39

274

1,642

Less: impact of income taxes

CRD and federal tax rate increase for fiscal

2022

(585)

Other items of note

143

113

60

256

735

Net income (loss) – adjusted

1

$

(284)

$

(218)

$

(177)

$

(502)

$

(317)

Decomposition of items included in net

income (loss) – adjusted

Net corporate expenses

2

$

(411)

$

(254)

$

(191)

$

(665)

$

(382)

Other

127

36

14

163

65

Net income (loss) – adjusted

1

$

(284)

$

(218)

$

(177)

$

(502)

$

(317)

Selected volumes

Average number of full-time equivalent staff

23,270

23,437

22,656

23,354

22,244

1

For additional information about the Bank’s use of non-GAAP financial measures, refer to “Non-GAAP

and Other Financial Measures” in the “How We Performed” section of this

document.

2

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

Quarterly comparison – Q2 2024 vs. Q2 2023

Corporate segment’s reported net loss

for the quarter was $737 million, compared

with a reported net loss of $399 million

in the second quarter last year.

The

higher net loss primarily reflects the impacts

of a civil matter provision, higher risk

and control expenses and restructuring

charges, partially offset by higher

revenue from treasury and balance sheet activities

in the current quarter. Net corporate expenses

increased $220 million compared to

the prior year, primarily

reflecting investments in our risk and control

infrastructure. The adjusted net loss for

the quarter was $284 million, compared

with an adjusted net loss of $177

million in the second quarter last year.

Quarterly comparison – Q2 2024 vs. Q1 2024

Corporate segment’s reported net loss

for the quarter was $737 million, compared

with a reported net loss of $628 million

in the prior quarter. The higher net

loss

reflects higher risk and control expenses

and the impact of a civil matter provision,

partially offset by lower restructuring charges

and higher revenue from treasury

and balance sheet management activities.

Net corporate expenses increased $157

million compared to the prior quarter, primarily reflecting investments

in our risk

and control infrastructure. The adjusted net

loss for the quarter was $284 million,

compared with an adjusted net loss of $218

million in the prior quarter.

Year-to-date comparison – Q2 2024 vs. Q2 2023

Corporate segment’s reported net loss

for the six months ended

April 30, 2024 was $1,365 million, compared

with a reported net loss of $3,016 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 increase

in the Canadian federal tax rate for fiscal

2022, partially offset by

restructuring charges and risk and control

expenses in the current period. The adjusted

net loss for the six months ended

April 30, 2024 was $502 million,

compared with an adjusted net loss of $317

million in the same period last year.

TD BANK GROUP • SECOND 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

Apr. 30

Jan. 31

Oct. 31

Jul. 31

Apr. 30

Jan. 31

Oct. 31

Jul. 31

Net interest income

$

7,465

$

7,488

$

7,494

$

7,289

$

7,428

$

7,733

$

7,630

$

7,044

Non-interest income

1

6,354

6,226

5,684

5,625

4,969

4,468

7,933

3,881

Total revenue

1

13,819

13,714

13,178

12,914

12,397

12,201

15,563

10,925

Provision for (recovery of) credit losses

1,071

1,001

878

766

599

690

617

351

Insurance service expenses

1

1,248

1,366

1,346

1,386

1,118

1,164

723

829

Non-interest expenses

1

8,401

8,030

7,628

7,359

6,756

8,112

6,545

6,096

Provision for (recovery of) income taxes

1

729

634

616

704

859

939

1,297

703

Share of net income from investment in Schwab

194

141

156

182

241

285

290

268

Net income – reported

1

2,564

2,824

2,866

2,881

3,306

1,581

6,671

3,214

Pre-tax adjustments for items of note

2

Amortization of acquired intangibles

72

94

92

88

79

54

57

58

Acquisition and integration charges related to the

Schwab transaction

21

32

31

54

30

34

18

23

Share of restructuring and other charges from

investment in Schwab

49

35

Restructuring charges

165

291

363

Acquisition and integration-related charges

102

117

197

143

73

21

18

Charges related to the terminated FHN acquisition

84

154

106

67

29

Payment related to the termination of the

FHN transaction

3

306

Impact from the terminated FHN acquisition-related

capital hedging strategy

64

57

64

177

134

876

(2,319)

678

Impact of retroactive tax legislation on payment card

clearing services

4

57

Civil matter provision/Litigation settlement

274

39

1,603

FDIC special assessment

103

411

Provision for investigations related to the

Bank’s AML program

615

Gain on sale of Schwab shares

4

(997)

Total pre-tax adjustments

for items of note

1,416

1,051

782

909

509

2,694

(3,156)

788

Less: Impact of income taxes

2,5

191

238

163

141

108

121

(550)

189

Net income – adjusted

1,2

3,789

3,637

3,485

3,649

3,707

4,154

4,065

3,813

Preferred dividends and distributions on other

equity instruments

190

74

196

74

210

83

107

43

Net income available to common

shareholders – adjusted

1,2

$

3,599

$

3,563

$

3,289

$

3,575

$

3,497

$

4,071

$

3,958

$

3,770

(Canadian dollars, except as noted)

Basic earnings per share

1

Reported

$

1.35

$

1.55

$

1.48

$

1.53

$

1.69

$

0.82

$

3.62

$

1.76

Adjusted

2

2.04

2.01

1.82

1.95

1.91

2.24

2.18

2.09

Diluted earnings per share

1

Reported

1.35

1.55

1.48

1.53

1.69

0.82

3.62

1.75

Adjusted

2

2.04

2.00

1.82

1.95

1.91

2.23

2.18

2.09

Return on common equity – reported

9.5

%

10.9

%

10.5

%

10.8

%

12.4

%

5.9

%

26.5

%

13.5

%

Return on common equity – adjusted

1,2

14.5

14.1

12.9

13.8

14.0

16.1

16.0

16.1

(billions of Canadian dollars, except as noted)

Average total assets

$

1,938

$

1,934

$

1,910

$

1,898

$

1,944

$

1,931

$

1,893

$

1,811

Average interest-earning assets

6

1,754

1,729

1,715

1,716

1,728

1,715

1,677

1,609

Net interest margin – reported

1.73

%

1.72

%

1.73

%

1.69

%

1.76

%

1.79

%

1.81

%

1.74

%

Net interest margin – adjusted

2

1.75

1.74

1.75

1.70

1.81

1.82

1.80

1.73

1

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

and are based on IFRS 4.

2

For explanations of items of note, refer to the “Significant 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 footnotes 3 and 4.

3

Adjusted non-interest expenses exclude the payment related to the termination of the FHN transaction, reported in

the Corporate segment.

4

Adjusted non-interest income excludes the following items 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.

ii. Impact of retroactive tax legislation on payment card clearing services, reported in

the Corporate segment.

5

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

6

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 • SECOND QUARTER 2024

• REPORT TO SHAREHOLDERS

Page 22

BALANCE SHEET REVIEW

TABLE 17: SELECTED INTERIM CONSOLIDATED BALANCE SHEET ITEMS

(millions of Canadian dollars)

As at

April 30, 2024

October 31, 2023

Assets

Cash and Interest-bearing deposits with

banks

$

93,973

$

105,069

Trading loans, securities, and other

166,346

152,090

Non-trading financial assets at fair value through

profit or loss

5,646

7,340

Derivatives

82,190

87,382

Financial assets designated at fair value through

profit or loss

5,925

5,818

Financial assets at fair value through other

comprehensive income

75,246

69,865

Debt securities at amortized cost, net of allowance

for credit losses

293,594

308,016

Securities purchased under reverse repurchase

agreements

205,722

204,333

Loans, net of allowance for loan losses

928,124

895,947

Investment in Schwab

9,866

8,907

Other

1

100,036

110,372

Total assets

1

$

1,966,668

$

1,955,139

Liabilities

Trading deposits

$

31,221

$

30,980

Derivatives

69,742

71,640

Financial liabilities designated at fair value

through profit or loss

188,105

192,130

Deposits

1,203,771

1,198,190

Obligations related to securities sold under

repurchase agreements

192,239

166,854

Subordinated notes and debentures

11,318

9,620

Other

1

158,290

173,654

Total liabilities

1

1,854,686

1,843,068

Total equity

1

111,982

112,071

Total liabilities and equity

1

$

1,966,668

$

1,955,139

1

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

second quarter 2024 Interim Consolidated Financial Statements for further

details.

Total assets

were $1,967 billion as at April 30, 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 $7 billion.

The increase in total assets reflects an increase

in loans, net of allowances for loan losses of

$32 billion, trading loans, securities, and

other of $14 billion, financial

assets at fair value through other comprehensive

income (FVOCI) of $5 billion, securities

purchased under reverse repurchase

agreements of $2 billion and

investment in Schwab of $1 billion. The increase

was partially offset by a decrease in debt securities

at amortized cost (DSAC), net of allowance

for credit losses

of $14 billion, cash and interest-bearing deposits

with banks of $11 billion, other assets of $10 billion, derivative assets

of $5 billion and non-trading financial assets

at fair value through profit or loss of $2 billion.

Cash and interest-bearing deposits with

banks

decreased $11 billion primarily reflecting cash management

activities.

Trading loans, securities, and other

increased $14 billion primarily in equity securities

and commodities held for trading, partially

offset by government securities

held for trading and the impact of foreign

exchange translation.

Non-trading financial assets at fair

value through profit or loss

decreased $2 billion reflecting maturities

and sales.

Derivative

assets

decreased $5 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 $5 billion primarily reflecting new

investments, partially offset by maturities

and

sales.

Debt securities at amortized cost, net

of allowance for credit losses

decreased $14 billion primarily reflecting

maturities and sales and the impact of foreign

exchange translation, partially offset by new investments.

Securities purchased under reverse repurchase

agreements

increased $2 billion

primarily

reflecting an increase in volume, partially

offset by the impact of

foreign exchange translation.

Loans, net of allowance for loan losses

increased $32 billion primarily reflecting volume

growth in business and government loans

and 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 $10 billion primarily

reflecting a volume decrease in customers’ liabilities

under acceptances, partially offset by an increase

in amounts

receivable from brokers, dealers, and

clients due to higher volumes of pending trades.

Total liabilities

were $1,855 billion as at April 30, 2024,

an increase of $12 billion from October 31,

  1. The impact of foreign exchange

translation from the

appreciation in the Canadian dollar decreased

total liabilities by $7 billion.

TD BANK GROUP • SECOND QUARTER 2024

• REPORT TO SHAREHOLDERS

Page 23

The increase in total liabilities reflects an

increase in obligations related to securities

sold under repurchase agreements of $25 billion,

deposits of $6 billion, and

subordinated notes and debentures of $2

billion. The increase was partially offset by a decrease

in other liabilities of $15 billion, financial

liabilities designated at

fair value through profit or loss of $4 billion and

derivative liabilities of $2 billion.

Derivative

liabilities

decreased $2 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

decreased $4 billion reflecting maturities

and the impact of foreign exchange

translation,

partially offset by new issuances.

Deposits

increased $6 billion primarily reflecting

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 $25 billion reflecting an increase

in volume, partially offset by the impact of

foreign exchange translation.

Subordinated notes and debentures

increased $2 billion reflecting a new

issuance.

Other

liabilities decreased $15 billion primarily

reflecting volume decrease in acceptances

and obligations related to securities sold

short, partially offset by a

volume increase in securitization liabilities

at fair value.

Equity

was $112 billion as at April 30, 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, partially offset by the impact of

foreign exchange translation. 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 – Q2 2024 vs. Q2 2023

Gross impaired loans excluding acquired

credit-impaired (ACI) loans were $3,895

million as at April 30, 2024, an increase of

$1,236 million, or 46%, compared

with the second quarter last year. Canadian Personal and

Commercial Banking gross impaired loans

increased $541 million, or 47%, compared

with the second

quarter last year, reflecting formations outpacing resolutions

in the commercial and consumer lending

portfolios. U.S. Retail gross impaired loans

increased

$714 million, or 49%, compared with the second

quarter last year, reflecting formations outpacing resolutions

in the commercial and consumer lending

portfolios,

and the impact of foreign exchange. Wholesale

gross impaired loans decreased $19

million, compared with the second quarter

last year, reflecting resolutions

outpacing formations. Net impaired loans

were $2,744 million as at April 30, 2024, an increase

of $941 million, or 52%, compared with the

second quarter last

year.

The allowance for credit losses of $8,550

million as at April 30, 2024 was comprised

of Stage 3 allowance for impaired loans of

$1,162 million, Stage 2

allowance of $4,483 million and Stage 1 allowance

of $2,902 million, and the allowance for debt

securities of $3 million. The Stage 1 and 2

allowances are for

performing loans and off-balance sheet instruments.

The Stage 3 allowance for loan losses increased

$300 million, or 35%, reflective of

credit migration in the Canadian Personal and

Commercial Banking,

U.S. Retail, and Corporate segments,

and the impact of foreign exchange. The

Stage 1 and Stage 2 allowance for loan losses

increased $603 million, or 9%,

reflecting credit conditions, including

credit migration, volume growth, and the impact

of foreign exchange. The allowance change

included an increase of

$77 million attributable to the retailer program

partners’ share of the U.S. strategic

cards portfolio.

The allowance for debt securities was $3 million,

consistent with the second 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 second

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 second quarter 2024 Interim

Consolidated

Financial Statements for additional details.

The Bank calculates allowances for ECLs

on debt securities measured at amortized

cost and FVOCI. The Bank has $365 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 DSAC and debt securities

at FVOCI was $2 million and

$1 million, respectively.

Quarterly comparison – Q2 2024 vs. Q1 2024

Gross impaired loans increased $186 million,

or 5%, compared with the prior quarter. Impaired loans

net of allowance increased $218 million, or

9%, compared

with the prior quarter.

The allowance for credit losses of $8,550

million as at April 30, 2024 was comprised

of Stage 3 allowance for impaired loans of

$1,162 million, Stage 2

allowance of $4,483 million and Stage 1 allowance

of $2,902 million, and the allowance for debt

securities of $3 million. The Stage 1 and 2 allowances

are for

performing loans and off-balance sheet instruments.

The Stage 3 allowance for loan losses decreased

$25 million, or 2%, compared with the prior

quarter. The

Stage 1 and Stage 2 allowance for loan losses

increased $307 million, compared

with the prior quarter, primarily reflecting current credit conditions,

including

credit migration, the impact of foreign exchange,

and volume growth.

The allowance for debt securities was $3 million,

consistent with the prior quarter.

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 second quarter 2024

Interim Consolidated Financial Statements.

TD BANK GROUP • SECOND QUARTER 2024

• REPORT TO SHAREHOLDERS

Page 24

TABLE 18: CHANGES IN GROSS IMPAIRED LOANS AND ACCEPTANCES

1,2,3

(millions of Canadian dollars)

For the three months ended

For the six months ended

April 30

January 31

April 30

April 30

April 30

2024

2024

2023

2024

2023

Personal, Business, and Government

Loans

Impaired loans as at beginning of period

$

3,709

$

3,299

$

2,591

$

3,299

$

2,503

Classified as impaired during the period

1,937

2,005

1,259

3,942

2,609

Transferred to performing during the period

(261)

(315)

(204)

(576)

(444)

Net repayments

(465)

(308)

(334)

(773)

(695)

Disposals of loans

(10)

(10)

Amounts written off

(1,080)

(917)

(679)

(1,997)

(1,304)

Exchange and other movements

55

(45)

26

10

(10)

Impaired loans as at end of period

$

3,895

$

3,709

$

2,659

$

3,895

$

2,659

1

Includes customers’ liability under acceptances.

2

Excludes ACI loans.

3

Includes loans that are measured at FVOCI.

TABLE 19: ALLOWANCE FOR CREDIT LOSSES

(millions of Canadian dollars, except

as noted)

As at

April 30

January 31

April 30

2024

2024

2023

Allowance for loan losses for on-balance

sheet loans

Stage 1 allowance for loan losses

$

2,479

$

2,396

$

2,551

Stage 2 allowance for loan losses

3,915

3,686

3,234

Stage 3 allowance for loan losses

1,151

1,183

859

Total allowance for loan losses for on-balance sheet loans

1

7,545

7,265

6,644

Allowance for off-balance sheet instruments

Stage 1 allowance for loan losses

423

424

465

Stage 2 allowance for loan losses

568

572

532

Stage 3 allowance for loan losses

11

4

3

Total allowance for off-balance sheet instruments

1,002

1,000

1,000

Allowance for loan losses

8,547

8,265

7,644

Allowance for debt securities

3

3

3

Allowance for credit losses

$

8,550

$

8,268

$

7,647

Impaired loans, net of allowance

2

$

2,744

$

2,526

$

1,803

Net impaired loans as a percentage of net loans

2

0.29

%

0.28

%

0.21

%

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

0.91

0.89

0.87

Provision for (recovery of) credit losses

as a percentage of net average loans and

acceptances

0.47

0.44

0.28

1

Includes allowance for loan losses related to loans that are measured at FVOCI of nil as at April 30, 2024

(January 31, 2024 – nil, April 30, 2023 – nil).

2

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

April 30, 2024

Total

$

268,732

$

87,295

$

356,027

$

31,940

$

387,967

October 31, 2023

Total

$

263,733

$

86,943

$

350,676

$

30,675

$

381,351

1

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.

2

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

based on the rates in effect at April 30, 2024 and October 31, 2023.

TD BANK GROUP • SECOND 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

3

Uninsured

Insured

3

Uninsured

Insured

3

Uninsured

April 30, 2024

Canada

Atlantic provinces

$

2,514

0.9

%

$

4,642

1.7

%

$

170

0.1

%

$

2,039

1.7

%

$

2,684

0.7

%

$

6,681

1.7

%

British Columbia

4

8,532

3.2

47,093

17.6

859

0.7

22,029

18.5

9,391

2.4

69,122

17.8

Ontario

4

22,363

8.4

122,615

45.6

2,938

2.5

65,170

54.6

25,301

6.6

187,785

48.4

Prairies

4

18,312

6.8

21,086

7.8

1,634

1.4

12,031

10.1

19,946

5.1

33,117

8.5

Québec

7,042

2.6

14,533

5.4

550

0.5

11,815

9.9

7,592

2.0

26,348

6.8

Total Canada

58,763

21.9

%

209,969

78.1

%

6,151

5.2

%

113,084

94.8

%

64,914

16.8

%

323,053

83.2

%

United States

1,480

55,820

10,818

1,480

66,638

Total

$

60,243

$

265,789

$

6,151

$

123,902

$

66,394

$

389,691

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

4

8,642

3.3

46,003

17.4

920

0.8

21,642

18.4

9,562

2.5

67,645

17.7

Ontario

4

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

4

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

1

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

2

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.

3

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.

4

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

years

years

years

years

years

years

years

Total

April 30, 2024

Canada

0.8

%

2.7

%

5.9

%

14.7

%

31.7

%

26.3

%

1.4

%

16.5

%

100.0

%

United States

4.3

1.2

3.4

7.6

11.6

70.6

0.8

0.5

100.0

Total

1.4

%

2.4

%

5.5

%

13.5

%

28.1

%

34.2

%

1.3

%

13.6

%

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

%

1

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.

2

Percentage based on outstanding balance.

3

$30.4 billion or 11% 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 April 30, 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

April 30, 2024

October 31, 2023

Canada

Atlantic provinces

70

%

67

%

69

%

69

%

67

%

68

%

British Columbia

6

67

61

64

65

59

63

Ontario

6

68

61

64

66

60

63

Prairies

6

73

69

71

72

69

71

Québec

69

68

69

69

67

68

Total Canada

68

63

66

67

62

65

United States

72

60

67

75

63

72

Total

69

%

62

%

66

%

68

%

62

%

66

%

1

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

2

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.

3

Based on house price at origination.

4

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

5

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

6

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 • SECOND 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

1

Derivatives, repos, and securities lending

2

Trading and investment portfolio

3

Total

Corporate

Sovereign

Financial

Total

Corporate

Sovereign

Financial

Total

Corporate

Sovereign

Financial

Total

Exposure

4

April 30, 2024

Region

Europe

$

8,383

$

7

$

5,438

$

13,828

$

3,877

$

1,887

$

8,628

$

14,392

$

1,018

$

24,766

$

2,568

$

28,352

$

56,572

United Kingdom

8,952

2,759

2,485

14,196

3,119

435

13,487

17,041

945

934

267

2,146

33,383

Asia

245

26

2,368

2,639

447

680

2,323

3,450

197

10,749

1,178

12,124

18,213

Other

5

204

525

729

221

1,018

3,061

4,300

147

502

3,057

3,706

8,735

Total

$

17,784

$

2,792

$

10,816

$

31,392

$

7,664

$

4,020

$

27,499

$

39,183

$

2,307

$

36,951

$

7,070

$

46,328

$

116,903

October 31, 2023

Region

Europe

$

7,577

$

7

$

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

20

2,167

2,441

262

706

2,640

3,608

325

10,728

830

11,883

17,932

Other

5

233

8

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

1

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

2

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.

3

Trading exposures are net of eligible short positions.

4

In addition to the exposures identified above, the Bank also has $37.6 billion (October 31, 2023 – $40.8 billion)

of exposure to supranational entities.

5

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

April 30, 2024.

REGULATORY CAPITAL AND TLAC TARGET RATIOS

Capital

Pillar 1

Pillar 1 & 2

Conservation

D-SIB / G-SIB

Regulatory

Regulatory

Minimum

Buffer

Surcharge

1

Target

2

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

3

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

1

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.

2

The Bank’s countercyclical

buffer requirement is 0% as of April 30, 2024.

3

Not applicable.

TD BANK GROUP • SECOND 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

April 30

October 31

April 30

2024

2023

2023

Common Equity Tier 1 Capital

Common shares plus related contributed

surplus

$

25,410

$

25,522

$

25,912

Retained earnings

71,904

73,044

74,849

Accumulated other comprehensive income

4,166

2,750

4,108

Common Equity Tier 1 Capital before regulatory

adjustments

101,480

101,316

104,869

Common Equity Tier 1 Capital regulatory adjustments

Goodwill (net of related tax liability)

(18,470)

(18,424)

(18,016)

Intangibles (net of related tax liability)

(2,759)

(2,606)

(2,496)

Deferred tax assets excluding those arising

from temporary differences

(180)

(207)

(96)

Cash flow hedge reserve

4,878

5,571

3,678

Shortfall of provisions to expected losses

Gains and losses due to changes in own

credit risk on fair valued liabilities

(181)

(379)

(294)

Defined benefit pension fund net assets (net

of related tax liability)

(676)

(908)

(1,129)

Investment in own shares

(8)

(21)

(18)

Non-significant investments in the capital of

banking, financial, and insurance entities,

net of eligible

short positions (amount above 10% threshold)

(3,202)

(1,976)

(2,135)

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)

(35)

Other deductions or regulatory adjustments

to CET1 as determined by OSFI

10

Total regulatory adjustments to Common Equity Tier 1 Capital

(20,639)

(18,999)

(20,541)

Common Equity Tier 1 Capital

80,841

82,317

84,328

Additional Tier 1 Capital instruments

Directly issued qualifying Additional Tier 1 instruments

plus stock surplus

10,502

10,791

11,245

Additional Tier 1 Capital instruments before

regulatory adjustments

10,502

10,791

11,245

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)

(112)

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)

(350)

(350)

Total regulatory adjustments to Additional Tier 1 Capital

(355)

(356)

(462)

Additional Tier 1 Capital

10,147

10,435

10,783

Tier 1 Capital

90,988

92,752

95,111

Tier 2 Capital instruments and provisions

Directly issued qualifying Tier 2 instruments plus related

stock surplus

11,120

9,424

11,166

Collective allowances

1,485

1,964

2,143

Tier 2 Capital before regulatory adjustments

12,605

11,388

13,309

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)

1

(316)

(196)

(232)

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

(144)

(136)

(68)

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)

(160)

(160)

Total regulatory adjustments to Tier 2 Capital

(620)

(492)

(460)

Tier 2 Capital

11,985

10,896

12,849

Total Capital

$

102,973

$

103,648

$

107,960

Risk-weighted assets

$

602,825

$

571,161

$

549,398

Capital Ratios and Multiples

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

assets)

13.4

%

14.4

%

15.3

%

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

15.1

16.2

17.3

Total Capital (as percentage of risk-weighted assets)

17.1

18.1

19.7

Leverage ratio

2

4.3

4.4

4.6

1

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.

2

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 April 30, 2024, the Bank’s CET1, Tier 1, and Total Capital ratios were 13.4%, 15.1%,

and 17.1%, respectively. The decrease in the Bank’s CET1 Capital

ratio

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

attributable to RWA growth across various segments, common

shares repurchased for cancellation, and

the

impact of the regulatory changes related

to the Fundamental Review of the Trading Book and

Negatively amortizing mortgages. CET1 was

also impacted by the

FDIC special assessment booked in

the fiscal year, items related to the provision for investigations

related to the Bank’s AML program, and

the impact of a civil

matter provision.

The impact of the foregoing items

was partially offset by organic growth, and the issuance

of common shares pursuant to the Bank’s dividend

reinvestment plan.

TD BANK GROUP • SECOND QUARTER 2024

• REPORT TO SHAREHOLDERS

Page 28

As at April 30, 2024, the Bank’s leverage ratio

was 4.3%. The decrease in the Bank’s leverage

ratio from 4.4% as at October 31, 2023

was primarily attributable to

exposure increases across various segments,

common shares repurchased for

cancellation, items related to the provision for investigations

related to the Bank’s

AML program, and the impact of a civil

matter provision.

The impact of the foregoing items was partially

offset by organic capital growth and the issuance

of

common shares pursuant to the Bank’s dividend reinvestment

plan.

Future Regulatory Capital Developments

There are no future regulatory capital developments

in addition to those described in the “Future

Regulatory Capital Developments” section

of the Bank’s 2023

Annual Report.

TABLE 26: EQUITY AND OTHER SECURITIES

1

(millions of shares/units and millions of Canadian

dollars, except as noted)

As at

April 30, 2024

October 31, 2023

Number of

Number of

shares/units

Amount

shares/units

Amount

Common shares outstanding

1,759.6

$

25,257

1,791.4

$

25,434

Treasury – common shares

(0.3)

(24)

(0.7)

(64)

Total common shares

1,759.3

$

25,233

1,790.7

$

25,370

Stock options

Vested

6.1

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

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

2

14.0

350

Series 24

18.0

450

18.0

450

Series 27

0.8

850

0.8

850

Series 28

0.8

800

0.8

800

129.6

$

4,850

143.6

$

5,200

Other equity instruments

Limited Recourse Capital Notes Series

1

3

1.8

1,750

1.8

1,750

Limited Recourse Capital Notes Series

2

3

1.5

1,500

1.5

1,500

Limited Recourse Capital Notes Series

3

3,4

1.7

2,403

1.7

2,403

134.6

$

10,503

148.6

$

10,853

Treasury – preferred shares and other equity instruments

(0.1)

(8)

(0.1)

(65)

Total preferred shares and other equity instruments

134.5

$

10,495

148.5

$

10,788

1

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

2

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.

3

For Limited Recourse Capital Notes (LRCNs), the number of shares/units represents the number of notes issued.

4

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

DIVIDENDS

On May 22, 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 July 31, 2024, payable on

and after July 31, 2024, to shareholders

of record at the close of business on July 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

or

purchased from the open market at market

price.

During the three and six months ended April 30,

2024, the Bank issued 1.6 million and 3.3

million common shares, respectively, from treasury with no discount.

During the three and six months ended April

30, 2023, the Bank issued 8.9 million and

16.8 million common shares,

respectively, from treasury with a 2% 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 90 million of its common shares. The

NCIB commenced on August 31, 2023, and

during the three months ended April 30, 2024,

the Bank repurchased

15.2 million common shares under the

NCIB, at an average price of $80.10 per share

for a total amount of $1.2 billion. During

the six months ended April 30, 2024,

the Bank repurchased 36.1 million common

shares under the NCIB, at an average price

of $81.43 per share for a total amount of $2.9

billion. From the

commencement of the NCIB to April

30, 2024, the Bank repurchased 58 million

shares under the program.

NON-VIABILITY CONTINGENT CAPITAL PROVISION

If a non-viability contingent capital (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 1.0 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 1.1 billion in aggregate.

For NVCC subordinated notes and debentures,

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 3.4 billion in aggregate.

TD BANK GROUP • SECOND QUARTER 2024

• REPORT TO SHAREHOLDERS

Page 29

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 April 30, 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, acceptances, 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

1

(millions of Canadian dollars)

As at

April 30, 2024

October 31, 2023

Standardized

IRB

Total

Standardized

IRB

Total

Retail

Residential secured

$

4,469

$

525,100

$

529,569

$

4,815

$

515,152

$

519,967

Qualifying revolving retail

858

170,498

171,356

810

169,183

169,993

Other retail

3,800

101,403

105,203

3,368

99,253

102,621

Total retail

9,127

797,001

806,128

8,993

783,588

792,581

Non-retail

Corporate

2,494

682,411

684,905

3,496

654,369

657,865

Sovereign

65

506,846

506,911

116

527,423

527,539

Bank

4,476

182,464

186,940

5,272

171,180

176,452

Total non-retail

7,035

1,371,721

1,378,756

8,884

1,352,972

1,361,856

Gross credit risk exposures

$

16,162

$

2,168,722

$

2,184,884

$

17,877

$

2,136,560

$

2,154,437

1

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 • SECOND 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

April 30, 2024

October 31, 2023

Non-trading market

Balance

Trading

Non-trading

Balance

Trading

Non-trading

risk – primary risk

sheet

market risk

market risk

Other

sheet

market risk

market risk

Other

sensitivity

Assets subject to market risk

Interest-bearing deposits with banks

$

87,665

$

886

$

86,779

$

$

98,348

$

327

$

98,021

$

Interest rate

Trading loans, securities, and other

166,346

164,633

1,713

152,090

151,011

1,079

Interest rate

Non-trading financial assets at

fair value through profit or loss

5,646

5,646

7,340

7,340

Equity,

foreign exchange,

interest rate

Derivatives

82,190

76,141

6,049

87,382

81,526

5,856

Equity,

foreign exchange,

interest rate

Financial assets designated at

fair value through profit or loss

5,925

5,925

5,818

5,818

Interest rate

Financial assets at fair value through

other comprehensive income

75,246

75,246

69,865

69,865

Equity,

foreign exchange,

interest rate

Debt securities at amortized cost,

net of allowance for credit losses

293,594

293,594

308,016

308,016

Foreign exchange,

interest rate

Securities purchased under

reverse repurchase agreements

205,722

8,920

196,802

204,333

9,649

194,684

Interest rate

Loans, net of allowance for

loan losses

928,124

928,124

895,947

895,947

Interest rate

Customers’ liability under

acceptances

4,183

4,183

17,569

17,569

Interest rate

Investment in Schwab

9,866

9,866

8,907

8,907

Equity

Other assets

1,2

1,655

1,655

1,956

1,956

Interest rate

Assets not exposed to

market risk

100,506

100,506

97,568

97,568

Total Assets

$

1,966,668

$

250,580

$

1,615,582

$

100,506

$

1,955,139

$

242,513

$

1,615,058

$

97,568

Liabilities subject to market risk

Trading deposits

$

31,221

$

27,548

$

3,673

$

$

30,980

$

27,059

$

3,921

$

Equity, interest rate

Derivatives

69,742

68,290

1,452

71,640

70,382

1,258

Equity,

foreign exchange,

interest rate

Securitization liabilities at fair value

17,653

17,653

14,422

14,422

Interest rate

Financial liabilities designated at

fair value through profit or loss

188,105

1

188,104

192,130

2

192,128

Interest rate

Deposits

1,203,771

1,203,771

1,198,190

1,198,190

Interest rate,

foreign exchange

Acceptances

4,183

4,183

17,569

17,569

Interest rate

Obligations related to securities

sold short

38,145

37,491

654

44,661

43,993

668

Interest rate

Obligations related to securities sold

under repurchase agreements

192,239

11,337

180,902

166,854

12,641

154,213

Interest rate

Securitization liabilities at amortized

cost

12,581

12,581

12,710

12,710

Interest rate

Subordinated notes and debentures

11,318

11,318

9,620

9,620

Interest rate

Other liabilities

1,2

28,804

28,804

27,062

27,062

Equity, interest rate

Liabilities and Equity not

exposed to market risk

168,906

168,906

169,301

169,301

Total Liabilities and Equity

$

1,966,668

$

162,320

$

1,635,442

$

168,906

$

1,955,139

$

168,499

$

1,617,339

$

169,301

1

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

2

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

second quarter 2024 Interim Consolidated Financial Statements for further

details.

ex991p31i0

TD BANK GROUP • SECOND QUARTER 2024

• REPORT TO SHAREHOLDERS

Page 31

-70

-60

-50

-40

-30

-20

-10

0

10

20

30

40

2/1/2024

2/6/2024

2/11/2024

2/16/2024

2/21/2024

2/26/2024

3/2/2024

3/7/2024

3/12/2024

3/17/2024

3/22/2024

3/27/2024

4/1/2024

4/6/2024

4/11/2024

4/16/2024

4/21/2024

4/26/2024

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 April

30, 2024, there was

one day

of trading losses and trading net revenue

was positive for

98

% 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 six months ended

April 30

January 31

April 30

April 30

April 30

2024

2024

2023

2024

2023

As at

Average

High

Low

Average

Average

Average

Average

Interest rate risk

$

18.3

$

20.8

$

27.7

$

15.6

$

17.8

$

28.6

$

19.3

$

26.3

Credit spread risk

31.1

26.5

33.1

18.9

29.4

31.8

27.9

30.5

Equity risk

9.0

7.5

9.8

5.2

7.2

11.4

7.3

11.0

Foreign exchange risk

5.0

3.1

7.0

1.4

2.4

4.4

2.7

4.6

Commodity risk

3.8

3.9

6.6

2.2

3.7

3.6

3.8

5.9

Idiosyncratic debt specific risk

20.1

18.9

22.8

15.7

20.9

36.0

19.9

37.5

Diversification effect

1

(56.8)

(52.8)

n/m

2

n/m

(51.2)

(65.9)

(51.9)

(64.4)

Total Value-at-Risk (one-day)

30.5

27.9

34.7

24.0

30.2

49.9

29.0

51.4

1

The aggregate VaR is less than the sum of the VaR

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

2

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.

Average VaR decreased year-over-year and quarter-over-quarter due

to changes in fixed income positions

combined with narrower credit spreads.

TD BANK GROUP • SECOND QUARTER 2024

• REPORT TO SHAREHOLDERS

Page 32

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. Interest rate floors are applied

by currency to the decrease in rates such

that they do not exceed expected lower bounds,

with the most material

currencies set to a floor of -25 bps.

TABLE 30: STRUCTURAL INTEREST RATE SENSITIVITY MEASURES

(millions of Canadian dollars)

As at

April 30, 2024

January 31, 2024

April 30, 2023

EVE

NII

EVE

NII

EVE

NII

Sensitivity

Sensitivity

1

Sensitivity

Sensitivity

1

Sensitivity

Sensitivity

1

Canada

U.S.

Total

Canada

U.S.

Total

Total

Total

Total

Total

Before-tax impact of

100 bps increase in rates

$

(502)

$

(1,810)

$

(2,312)

$

457

$

418

$

875

$

(2,136)

$

969

$

(1,682)

$

785

100 bps decrease in rates

385

1,476

1,861

(484)

(569)

(1,053)

1,722

(1,152)

1,106

(910)

1

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

As at April 30, 2024, an immediate and sustained

100 bps increase in interest rates

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

of $

2,312

million, an

increase of $

176

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

$

875

million, a decrease of $

94

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 $

1,861

million, an increase of $

139

million from last quarter,

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

1,053

million, a decrease of $

99

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

in EVE Sensitivity is

primarily due to an increase in the interest

rate sensitivity of the Bank’s investment portfolio

in the U.S. Region. The quarter-over-quarter

decrease in NII Sensitivity

is primarily

due to Treasury hedging activity.

TD BANK GROUP • SECOND 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. Under the LAR guidelines,

Canadian banks are required to maintain

a Liquidity Coverage Ratio (LCR) at the

minimum of 100%

other than during periods of financial stress

and to maintain a Net Stable Funding

Ratio (NSFR) at the minimum of 100%. The

Bank’s funding program emphasizes

maximizing deposits as a core source of

funding, and having ready access to wholesale

funding markets across diversified terms,

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 has established TD Group US Holding

LLC (TDGUS)

as TD’s U.S. Intermediate Holding Company

(IHC), as well as a Combined U.S. Operations

(CUSO) reporting unit that consists of

the IHC and TD’s U.S. branch and agency network.

Both TDGUS and CUSO are managed

to the U.S. Enhanced Prudential

Standards liquidity requirements in addition

to the Bank’s liquidity management framework.

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 minimum 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 • SECOND 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

liquid assets

April 30, 2024

Cash and central bank reserves

$

25,184

$

$

25,184

3

%

$

737

$

24,447

Canadian government obligations

23,108

89,065

112,173

13

51,323

60,850

National Housing Act Mortgage-Backed

Securities (NHA MBS)

41,366

41,366

4

1,393

39,973

Obligations of provincial governments, public sector entities

and multilateral development banks

3

41,497

25,839

67,336

8

36,592

30,744

Corporate issuer obligations

21,088

5,672

26,760

3

5,662

21,098

Equities

11,643

2,987

14,630

2

13,637

993

Total Canadian dollar-denominated

163,886

123,563

287,449

33

109,344

178,105

Cash and central bank reserves

58,173

58,173

7

255

57,918

U.S. government obligations

73,624

62,310

135,934

16

75,498

60,436

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

federal agency mortgage-backed obligations

79,327

12,748

92,075

11

27,419

64,656

Obligations of other sovereigns, public sector entities

and multilateral development banks

3

65,458

37,119

102,577

12

38,977

63,600

Corporate issuer obligations

78,482

14,856

93,338

11

26,992

66,346

Equities

52,202

36,828

89,030

10

49,879

39,151

Total non-Canadian dollar-denominated

407,266

163,861

571,127

67

219,020

352,107

Total

$

571,152

$

287,424

$

858,576

100

%

$

328,364

$

530,212

October 31, 2023

Cash and central bank reserves

$

28,548

$

$

28,548

3

%

$

506

$

28,042

Canadian government obligations

15,214

94,000

109,214

13

67,457

41,757

NHA MBS

38,760

38,760

4

1,043

37,717

Obligations of provincial governments, public sector entities

and multilateral development banks

3

40,697

22,703

63,400

8

31,078

32,322

Corporate issuer obligations

19,507

4,815

24,322

3

4,512

19,810

Equities

10,555

2,288

12,843

1

8,890

3,953

Total Canadian dollar-denominated

153,281

123,806

277,087

32

113,486

163,601

Cash and central bank reserves

66,094

66,094

8

180

65,914

U.S. government obligations

72,808

64,449

137,257

16

63,688

73,569

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

federal agency mortgage-backed obligations

80,047

15,838

95,885

11

29,487

66,398

Obligations of other sovereigns, public sector entities

and multilateral development banks

3

65,996

54,321

120,317

13

56,652

63,665

Corporate issuer obligations

84,853

9,656

94,509

11

15,228

79,281

Equities

38,501

38,388

76,889

9

47,653

29,236

Total non-Canadian dollar-denominated

408,299

182,652

590,951

68

212,888

378,063

Total

$

561,580

$

306,458

$

868,038

100

%

$

326,374

$

541,664

1

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

2

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

3

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

April 30

October 31

2024

2023

The Toronto-Dominion Bank (Parent)

$

231,560

$

205,408

Bank subsidiaries

280,336

291,915

Foreign branches

18,316

44,341

Total

$

530,212

$

541,664

TD BANK GROUP • SECOND QUARTER 2024

• REPORT TO SHAREHOLDERS

Page 35

The Bank’s

monthly average liquid assets (excluding those

held in insurance subsidiaries) for the quarters

ended April 30, 2024 and January 31,

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

liquid assets

April 30, 2024

Cash and central bank reserves

$

21,416

$

$

21,416

2

%

$

662

$

20,754

Canadian government obligations

22,788

89,436

112,224

13

54,659

57,565

NHA MBS

41,280

17

41,297

5

1,397

39,900

Obligations of provincial governments, public sector

entities and multilateral development banks

3

42,126

23,814

65,940

8

35,200

30,740

Corporate issuer obligations

20,600

5,514

26,114

3

5,741

20,373

Equities

13,240

3,267

16,507

2

12,554

3,953

Total Canadian dollar-denominated

161,450

122,048

283,498

33

110,213

173,285

Cash and central bank reserves

61,498

61,498

7

228

61,270

U.S. government obligations

75,101

63,416

138,517

16

75,230

63,287

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

federal agency mortgage-backed obligations

79,294

12,670

91,964

10

27,618

64,346

Obligations of other sovereigns, public sector entities and

multilateral development banks

3

65,033

36,777

101,810

12

39,427

62,383

Corporate issuer obligations

79,427

14,078

93,505

11

25,515

67,990

Equities

52,723

38,939

91,662

11

51,440

40,222

Total non-Canadian dollar-denominated

413,076

165,880

578,956

67

219,458

359,498

Total

$

574,526

$

287,928

$

862,454

100

%

$

329,671

$

532,783

January 31, 2024

Cash and central bank reserves

$

25,485

$

$

25,485

3

%

$

543

$

24,942

Canadian government obligations

17,377

82,565

99,942

12

54,469

45,473

NHA MBS

40,487

40,487

5

1,391

39,096

Obligations of provincial governments, public sector

entities and multilateral development banks

3

43,258

24,036

67,294

8

35,838

31,456

Corporate issuer obligations

19,590

5,056

24,646

3

5,314

19,332

Equities

11,845

2,423

14,268

1

10,393

3,875

Total Canadian dollar-denominated

158,042

114,080

272,122

32

107,948

164,174

Cash and central bank reserves

53,870

53,870

6

240

53,630

U.S. government obligations

76,266

64,334

140,600

17

70,162

70,438

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

federal agency mortgage-backed obligations

78,957

12,071

91,028

11

26,571

64,457

Obligations of other sovereigns, public sector entities and

multilateral development banks

3

66,149

44,439

110,588

13

43,327

67,261

Corporate issuer obligations

78,943

11,043

89,986

11

17,989

71,997

Equities

48,073

36,885

84,958

10

48,537

36,421

Total non-Canadian dollar-denominated

402,258

168,772

571,030

68

206,826

364,204

Total

$

560,300

$

282,852

$

843,152

100

%

$

314,774

$

528,378

1

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

2

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

3

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

April 30

January 31

2024

2024

The Toronto-Dominion Bank (Parent)

$

227,812

$

209,171

Bank subsidiaries

278,667

285,938

Foreign branches

26,304

33,269

Total

$

532,783

$

528,378

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 • SECOND QUARTER 2024

• REPORT TO SHAREHOLDERS

Page 36

TABLE 35: ENCUMBERED AND UNENCUMBERED ASSETS

(millions of Canadian dollars)

As at

Total Assets

Encumbered

1

Unencumbered

Securities

received as

collateral from

securities

financing and

Bank-owned

derivative

Total

Pledged as

Available as

assets

transactions

2

Assets

Collateral

3

Other

4

Collateral

5

Other

6

April 30, 2024

Cash and due from banks

$

6,308

$

$

6,308

$

$

$

7

$

6,301

Interest-bearing deposits with

banks

87,665

87,665

5,358

78,526

3,781

Securities, trading loans, and other

7

546,757

435,351

982,108

412,327

18,123

525,410

26,248

Derivatives

82,190

82,190

82,190

Securities purchased under reverse

repurchase agreements

8

205,722

(205,722)

Loans, net of allowance for loan

losses

9

928,124

(13,496)

914,628

62,284

80,013

60,034

712,297

Customers’ liabilities under

acceptances

4,183

4,183

4,183

Other assets

10

105,719

105,719

311

105,408

Total assets

$

1,966,668

$

216,133

$

2,182,801

$

480,280

$

98,136

$

663,977

$

940,408

October 31, 2023

Total assets

$

1,955,139

$

215,318

$

2,170,457

$

460,641

$

84,997

$

678,289

$

946,530

1

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.

2

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

securities borrowing, margin loans, and other client activity.

3

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.

4

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.

5

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.

6

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).

7

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

FVTPL, financial assets at FVOCI, and DSAC.

8

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.

9

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.

10

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 • SECOND QUARTER 2024

• REPORT TO SHAREHOLDERS

Page 37

TABLE 36: CREDIT RATINGS

1

As at

April 30, 2024

Moody’s

S&P

Fitch

DBRS

Deposits/Counterparty

2

Aa1

AA-

AA

AA (high)

Legacy Senior Debt

3

Aa2

AA-

AA

AA (high)

Senior Debt

4

A1

A

AA-

AA

Covered Bonds

Aaa

AAA

AAA

Subordinated Debt

A2

A

A

AA (low)

Subordinated Debt – NVCC

A2 (hyb)

A-

A

A

Preferred Shares – NVCC

Baa1 (hyb)

BBB

BBB+

Pfd-2 (high)

Limited Recourse Capital Notes – NVCC

Baa1 (hyb)

BBB

BBB+

A (low)

Short-Term Debt (Deposits)

P-1

A-1+

F1+

R-1 (high)

Outlook

Stable

Stable

Stable

Stable

1

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.

2

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.

3

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.

4

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

1

(millions of Canadian dollars)

Average for the three months ended

April 30

January 31

2024

2024

One-notch downgrade

$

166

$

90

Two-notch downgrade

242

150

Three-notch downgrade

934

800

1

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 • SECOND 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 BASEL III LIQUIDITY COVERAGE RATIO

1

(millions of Canadian dollars, except

as noted)

Average for the three months ended

April 30, 2024

Total unweighted

Total weighted

value (average)

2

value (average)

3

High-quality liquid assets

Total high-quality liquid assets

$

n/a

4

$

332,676

Cash outflows

Retail deposits and deposits from small business

customers, of which:

$

480,690

$

30,668

Stable deposits

5

257,719

7,732

Less stable deposits

222,971

22,936

Unsecured wholesale funding, of which:

354,375

178,685

Operational deposits (all counterparties)

and deposits in networks of cooperative banks

6

126,605

30,035

Non-operational deposits (all counterparties)

196,382

117,262

Unsecured debt

31,388

31,388

Secured wholesale funding

n/a

46,341

Additional requirements, of which:

342,989

97,537

Outflows related to derivative exposures and

other collateral requirements

57,259

37,980

Outflows related to loss of funding on debt products

10,282

10,282

Credit and liquidity facilities

275,448

49,275

Other contractual funding obligations

22,108

11,296

Other contingent funding obligations

7

779,005

12,314

Total cash outflows

$

n/a

$

376,841

Cash inflows

Secured lending

$

243,498

$

32,298

Inflows from fully performing exposures

27,613

12,676

Other cash inflows

66,917

66,917

Total cash inflows

$

338,028

$

111,891

Average for the three months ended

April 30, 2024

January 31, 2024

Total adjusted

Total adjusted

value

value

Total high-quality liquid assets

8

$

332,676

$

334,351

Total net cash outflows

9

264,950

251,329

Liquidity coverage ratio

126

%

133

%

1

The LCR for the quarter ended April 30, 2024

is calculated as an average of the 62 daily data points in the quarter.

2

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

3

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

rates, as prescribed by the OSFI LAR guideline.

4

Not applicable as per the LCR common disclosure template.

5

As defined by the OSFI LAR guideline, stable deposits from retail and small- and medium-sized enterprise (SME)

customers are deposits that are insured and are either held in

transactional accounts or the depositors have an established relationship with the Bank that makes deposit withdrawal

highly unlikely.

6

Operational deposits from non-SME business customers are deposits kept with the Bank in order to facilitate their

access and ability to conduct payment and settlement activities. These

activities include clearing, custody, or cash management

services.

7

Includes uncommitted credit and liquidity facilities, stable value money market mutual funds, outstanding debt securities

with remaining maturity greater than 30 days, and other

contractual cash outflows. With respect to outstanding debt securities with remaining maturity greater than 30 days,

TD has no contractual obligation to buy back these outstanding TD

debt securities, and as a result, a 0% outflow rate is applied under the OSFI LAR guideline.

8

Total HQLA includes both asset haircuts

and applicable caps, as prescribed by the OSFI LAR guideline (HQLA assets after haircuts are capped

at 40% for Level 2 and 15% for Level 2B).

9

Total Net Cash Outflows include both inflow

and outflow rates and applicable caps, as prescribed by the OSFI LAR guideline (inflows are capped at 75%

of outflows).

The Bank’s average LCR of 126%

for the quarter ended April 30, 2024 continues

to meet the regulatory requirements.

The Bank holds a variety of liquid assets

commensurate with the liquidity needs of

the organization. Many of these assets qualify

as HQLA under the OSFI LAR

guideline. The average HQLA of the Bank

for the quarter ended April 30, 2024 was $333

billion (January 31, 2024 – $334 billion),

with Level 1 assets representing

83% (January 31, 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 90-day surplus requirement and the

target buffers over regulatory requirements

from the LCR, NSFR, and the Net Cumulative

Cash Flow metrics.

As a result, the total stock of HQLA is subject

to ongoing rebalancing against the projected

liquidity requirements.

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 • SECOND QUARTER 2024

• REPORT TO SHAREHOLDERS

Page 39

TABLE 39: NET STABLE FUNDING RATIO

(millions of Canadian dollars, except

as noted)

As at

April 30, 2024

Unweighted value by residential maturity

6 months to

No

Less than

less than

More than

Weighted

maturity

1

6 months

1 year

1 year

value

2

Available Stable Funding Item

Capital

$

108,390

$

n/a

$

n/a

$

10,879

$

119,270

Regulatory capital

108,390

n/a

n/a

10,879

119,270

Other capital instruments

n/a

n/a

n/a

Retail deposits and deposits from small business

customers:

439,111

73,242

36,382

31,910

539,930

Stable deposits

3

250,252

27,285

15,288

16,038

294,223

Less stable deposits

188,859

45,957

21,094

15,872

245,707

Wholesale funding:

244,275

390,301

81,070

244,446

441,704

Operational deposits

4

103,112

2,344

52,728

Other wholesale funding

141,163

387,957

81,070

244,446

388,976

Liabilities with matching interdependent assets

5

3,175

2,021

23,122

Other liabilities:

50,470

98,179

2,773

NSFR derivative liabilities

n/a

2,815

n/a

All other liabilities and equity not included

in the above categories

50,470

91,462

2,259

1,643

2,773

Total Available Stable Funding

$

1,103,677

Required Stable Funding Item

Total NSFR high-quality liquid assets

$

n/a

$

n/a

$

n/a

$

n/a

$

61,140

Deposits held at other financial institutions for

operational purposes

Performing loans and securities

106,425

264,865

117,995

669,318

767,215

Performing loans to financial institutions

secured by Level 1 HQLA

81,829

11,097

12,654

Performing loans to financial institutions

secured by non-Level 1

HQLA and unsecured performing loans to

financial institutions

58,692

8,304

10,267

20,905

Performing loans to non-financial corporate

clients, loans to retail

and small business customers, and loans

to sovereigns, central

banks and PSEs, of which:

38,027

68,889

42,237

290,713

339,652

With a risk weight of less than or equal

to 35% under the Basel II

standardized approach for credit risk

n/a

48,678

26,989

37,125

Performing residential mortgages, of which:

31,893

47,393

49,950

300,432

297,262

With a risk weight of less than or equal

to 35% under the Basel II

standardized approach for credit risk

6

31,893

47,393

49,950

300,432

297,262

Securities that are not in default and do not

qualify as HQLA,

including exchange-traded equities

36,505

8,062

6,407

67,906

96,742

Assets with matching interdependent liabilities

5

2,966

2,292

23,060

Other assets:

74,303

146,755

111,919

Physical traded commodities, including gold

11,638

n/a

n/a

n/a

10,076

Assets posted as initial margin for derivative

contracts and

contributions to default funds of CCPs

17,688

15,035

NSFR derivative assets

n/a

9,841

7,026

NSFR derivative liabilities before deduction

of variation margin

posted

n/a

25,144

1,257

All other assets not included in the above

categories

62,665

85,926

2,162

5,994

78,525

Off-balance sheet items

n/a

799,831

28,891

Total Required Stable Funding

$

969,165

Net Stable Funding Ratio

114

%

As at

October 31, 2023

Total Available Stable Funding

$

1,123,816

Total Required Stable Funding

960,590

Net Stable Funding Ratio

117

%

1

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.

2

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

OSFI LAR guideline.

3

As defined by the OSFI LAR guideline, stable deposits from retail and SME customers are deposits that are insured

and are either held in transactional accounts or the depositors have

an established relationship with the Bank that makes deposit withdrawals highly unlikely.

4

Operational deposits from non-SME business customers are deposits kept with the Bank in order to facilitate their

access and ability to conduct payment and settlement activities. These

activities include clearing, custody, or cash management

services.

5

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.

6

Includes Residential Mortgages and HELOCs.

The Bank’s NSFR for the quarter ended April 30,

2024 is at 114%

(October 31, 2023 – 117%) representing a surplus of $135 billion

and adheres to regulatory

requirements. The NSFR remained relatively

stable to the previous quarter (January 31, 2024

– 114%), as our funding programs continued to meet our needs

in

Q2.

TD BANK GROUP • SECOND 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

70

% (October 31, 2023 –

70

%) of the Bank’s total funding.

TABLE 40: SUMMARY OF DEPOSIT FUNDING

(millions of Canadian dollars)

As at

April 30

October 31

2024

2023

P&C deposits – Canadian

$

542,967

$

529,078

P&C deposits – U.S.

1

432,778

446,355

Total

$

975,745

$

975,433

1

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 April 30,

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 ($80 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 April 30, 2024, was $178.4 billion

(October 31, 2023

– $173.3 billion).

Note that Table 41: Long-Ter

m

Funding and Table 42: Wholesale Funding do not include any funding accessed

via repurchase transactions or securities financing.

TABLE 41: LONG-TERM FUNDING

1

As at

April 30

October 31

Long-term funding by currency

2024

2023

Canadian dollar

27

%

27

%

U.S. dollar

33

35

Euro

28

27

British pound

6

5

Other

6

6

Total

100

%

100

%

Long-term funding by type

Senior unsecured medium-term notes

57

%

61

%

Covered bonds

35

31

Mortgage securitization

2

7

7

Term asset-backed securities

1

1

Total

100

%

100

%

1

The table includes funding issued to external investors

only.

2

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 • SECOND QUARTER 2024

• REPORT TO SHAREHOLDERS

Page 41

The following table represents the remaining

maturity of various sources of funding outstanding

as at April 30,

2024 and October 31, 2023.

TABLE 42: WHOLESALE FUNDING

1

(millions of Canadian dollars)

As at

April 30

October 31

2024

2023

Less than

1 to 3

3 to 6

6 months

Up to 1

Over 1 to

Over

1 month

months

months

to 1 year

year

2 years

2 years

Total

Total

Deposits from banks

2

$

26,389

$

5,815

$

3,660

$

3,321

$

39,185

$

$

$

39,185

$

42,481

Bearer deposit notes

157

728

539

230

1,654

1,654

1,804

Certificates of deposit

9,352

28,606

30,402

31,842

100,202

312

100,514

113,476

Commercial paper

10,320

15,037

16,436

12,847

54,640

54,640

40,515

Covered bonds

457

3,488

860

1,720

6,525

19,361

40,197

66,083

56,973

Mortgage securitization

3

2,322

1,073

2,738

6,133

3,777

20,325

30,235

27,131

Legacy senior unsecured medium-term

notes

4

1,898

1,898

289

2,187

3,162

Senior unsecured medium-term notes

5

3,178

5,525

9,455

18,158

19,523

57,308

94,989

97,525

Subordinated notes and debentures

6

197

11,121

11,318

9,620

Term asset-backed

securitization

318

1,035

560

1,913

375

2,288

2,204

Other

7

26,502

2,290

9,021

4,205

42,018

965

782

43,765

44,348

Total

$

73,177

$

63,680

$

68,551

$

66,918

$

272,326

$

44,424

$

130,108

$

446,858

$

439,239

Of which:

Secured

$

2,865

$

6,128

$

9,160

$

7,426

$

25,579

$

23,139

$

60,901

$

109,619

$

95,328

Unsecured

70,312

57,552

59,391

59,492

246,747

21,285

69,207

337,239

343,911

Total

$

73,177

$

63,680

$

68,551

$

66,918

$

272,326

$

44,424

$

130,108

$

446,858

$

439,239

1

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

Risk” section of this document.

2

Includes fixed-term deposits with banks.

3

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

trading business.

4

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.

5

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

regime. Excludes $6.1 billion of structured notes subject to conversion under the “bail-in”

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

6

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

management purposes.

7

Includes fixed-term deposits from non-bank institutions (unsecured) of $18.0 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 months and six months

ended April 30, 2024 was $0.7 billion and $0.8

billion, respectively (three and six months ended

April 30, 2023 – $0.4 billion and $0.8 billion,

respectively) and

other asset-backed securities issued for

the three and six months ended April 30,

2024 was nil (three and six months ended

April 30, 2023

– $0.1 billion and

$0.4 billion, respectively). The Bank also issued

$7.5 billion and $8.1 billion, respectively

of unsecured medium-term notes for the

three and six months ended

April 30, 2024 (three and six months

ended April 30, 2023 – $1.0 billion and $13.9

billion) and $10.2 billion and $14.7 billion,

respectively of covered bonds for the

three and six months ended April 30, 2024 (three

and six months ended April 30, 2023 –

$9.7 billion).

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 • SECOND QUARTER 2024

• REPORT TO SHAREHOLDERS

Page 42

TABLE 43: REMAINING CONTRACTUAL MATURITY

(millions of Canadian dollars)

As at

April 30, 2024

No

Less than

1 to 3

3 to 6

6 to 9

9 months

Over 1 to

Over 2 to

Over

specific

1 month

months

months

months

to 1 year

2 years

5 years

5 years

maturity

Total

Assets

Cash and due from banks

$

6,308

$

$

$

$

$

$

$

$

$

6,308

Interest-bearing deposits with banks

83,379

348

129

3,809

87,665

Trading loans, securities, and other

1

4,456

4,716

5,738

2,726

5,461

12,381

28,002

25,313

77,553

166,346

Non-trading financial assets at fair

value through profit or loss

480

451

199

115

272

998

554

952

1,625

5,646

Derivatives

10,945

10,369

5,215

5,060

3,875

10,725

20,347

15,654

82,190

Financial assets designated at fair

value through profit or loss

415

630

390

276

302

899

1,739

1,274

5,925

Financial assets at fair value through

other comprehensive income

1,009

6,022

2,036

2,228

2,564

6,967

19,643

31,086

3,691

75,246

Debt securities at amortized cost,

net of allowances for credit losses

1,011

15,656

3,433

4,991

4,698

24,556

106,707

132,544

(2)

293,594

Securities purchased under

reverse repurchase agreements

2

134,900

27,558

26,496

8,370

3,737

2,773

474

1,414

205,722

Loans

Residential mortgages

1,220

7,143

13,485

14,905

13,109

62,773

133,296

80,101

326,032

Consumer instalment and other personal

1,035

1,732

2,408

3,765

5,981

27,519

85,289

35,212

58,256

221,197

Credit card

39,421

39,421

Business and government

54,592

13,033

15,848

16,652

13,993

44,136

100,095

64,920

25,750

349,019

Total loans

56,847

21,908

31,741

35,322

33,083

134,428

318,680

180,233

123,427

935,669

Allowance for loan losses

(7,545)

(7,545)

Loans, net of allowance for loan losses

56,847

21,908

31,741

35,322

33,083

134,428

318,680

180,233

115,882

928,124

Customers’ liability under acceptances

2,934

1,249

4,183

Investment in Schwab

9,866

9,866

Goodwill

3

18,658

18,658

Other intangibles

3

2,897

2,897

Land, buildings, equipment, and other depreciable

assets, and right-of-use assets

3

8

10

16

10

76

619

3,162

5,616

9,517

Deferred tax assets

4,806

4,806

Amounts receivable from brokers, dealers, and clients

33,537

28

33,565

Other assets

4,814

7,254

838

369

287

215

265

140

12,228

26,410

Total assets

$

341,035

$

96,197

$

76,096

$

59,473

$

54,289

$

194,018

$

497,030

$

390,487

$

258,043

$

1,966,668

Liabilities

Trading deposits

$

3,231

$

3,168

$

5,102

$

2,836

$

2,216

$

4,977

$

7,982

$

1,709

$

$

31,221

Derivatives

9,733

10,857

3,972

4,654

3,515

7,983

13,414

15,614

69,742

Securitization liabilities at fair value

1,257

391

852

321

2,282

7,529

5,021

17,653

Financial liabilities designated at

fair value through profit or loss

40,812

49,002

50,264

23,720

23,846

313

3

1

144

188,105

Deposits

4,5

Personal

7,520

19,133

28,227

20,828

18,726

19,170

22,250

705

492,424

628,983

Banks

11,333

97

6,237

2,408

1

3

1

12,383

32,463

Business and government

22,462

25,086

13,456

12,174

6,940

41,251

78,084

20,190

322,682

542,325

Total deposits

41,315

44,316

41,683

39,239

28,074

60,422

100,337

20,896

827,489

1,203,771

Acceptances

2,934

1,249

4,183

Obligations related to securities sold short

1

283

2,956

1,396

888

1,351

5,915

11,994

12,067

1,295

38,145

Obligations related to securities sold under repurchase

agreements

2

168,705

16,980

2,966

557

128

1,346

49

1,508

192,239

Securitization liabilities at amortized cost

1,065

682

740

825

1,495

4,689

3,085

12,581

Amounts payable to brokers, dealers, and clients

31,726

28

31,754

Insurance contract liabilities

344

432

440

347

319

934

1,522

650

836

5,824

Other liabilities

11,229

12,719

6,509

2,611

962

687

1,910

4,178

7,345

48,150

Subordinated notes and debentures

197

11,121

11,318

Equity

111,982

111,982

Total liabilities and equity

$

310,312

$

144,029

$

113,405

$

76,444

$

61,557

$

86,551

$

149,429

$

74,342

$

950,599

$

1,966,668

Off-balance sheet commitments

Credit and liquidity commitments

6,7

$

26,026

$

34,061

$

28,274

$

20,780

$

23,491

$

47,618

$

165,624

$

5,495

$

1,891

$

353,260

Other commitments

8

97

141

196

345

235

928

1,418

383

57

3,800

Unconsolidated structured entity commitments

110

61

861

46

903

1,981

Total off-balance sheet commitments

$

26,123

$

34,312

$

28,531

$

21,986

$

23,772

$

49,449

$

167,042

$

5,878

$

1,948

$

359,041

1

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

2

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

3

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

4

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’.

5

Includes $

66

billion of covered bonds with remaining contractual maturities of $

1

billion in ‘less than 1 month’, $

3

billion in ‘over 1 to 3 months’, $

1

billion in ‘over 3 to 6 months’, $

2

billion

in ‘over 9 months to 1 year’, $

19

billion in ‘over 1 to 2 years’, $

34

billion in ‘over 2 to 5 years’, and $

6

billion in ‘over 5 years’.

6

Includes $

517

million in commitments to extend credit to private equity investments.

7

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.

8

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

payments

.

TD BANK GROUP • SECOND QUARTER 2024

• REPORT TO SHAREHOLDERS

Page 43

TABLE 43: REMAINING CONTRACTUAL MATURITY

(continued)

(millions of Canadian dollars)

As at

October 31, 2023

No

Less than

1 to 3

3 to 6

6 to 9

9 months

Over 1 to

Over 2 to

Over

specific

1 month

months

months

months

to 1 year

2 years

5 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

1

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

2

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

44

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

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)

(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

5

17,569

Investment in Schwab

8,907

8,907

Goodwill

3

18,602

18,602

Other intangibles

3

2,771

2,771

Land, buildings, equipment, other depreciable

assets, and right-of-use assets

3

8

6

8

14

79

573

3,153

5,593

9,434

Deferred tax assets

4

3,951

3,951

Amounts receivable from brokers, dealers, and clients

30,416

30,416

Other assets

4

5,267

1,869

5,619

208

194

137

129

82

14,124

27,629

Total assets

4

$

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

2

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

51

507,734

626,596

Banks

19,608

68

29

4

1

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

5

17,569

Obligations related to securities sold short

1

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

2

146,559

10,059

6,607

457

1,142

150

46

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

4

243

305

327

258

253

694

1,131

501

2,134

5,846

Other liabilities

4

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

4

112,071

112,071

Total liabilities and equity

4

$

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

9

109

279

214

197

204

889

1,364

424

73

3,753

Unconsolidated structured entity commitments

836

3

239

95

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

1

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

2

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

3

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

4

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

second quarter 2024 Interim Consolidated Financial Statements for further

details.

5

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’.

6

Includes $

57

billion of covered bonds with remaining contractual maturities of $

6

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

3

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

1

billion in ‘over 9

months to 1 year’, $

12

billion in ‘over 1 to 2 years’, $

31

billion in ‘over 2 to 5 years’, and $

4

billion in ‘over 5 years’.

7

Includes $

573

million in commitments to extend credit to private equity investments.

8

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.

9

Includes various purchase commitments as well as commitments

for leases not yet commenced, and lease-related payments.

TD BANK GROUP • SECOND 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 April 30, 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 as

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 $15.9 billion as

at April 30, 2024 (October 31, 2023 – $15.2

billion). As at April 30, 2024, the Bank had

funded exposure of $13.9 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 second

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

second 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 • SECOND 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 in the Interim Consolidated Balance

Sheet and the net results from reinsurance

contracts held are presented in Other income

(loss) in the Interim

Consolidated Statement of Income. Refer to

Note 14 of the Bank’s second quarter 2024 Interim

Consolidated Financial Statements for further details

on the 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

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 estimates

and judgment 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 second quarter

2024 Interim Consolidated Financial Statements.

FUTURE CHANGES IN ACCOUNTING

POLICIES

The following standard has been issued, but

is 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.

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 second quarter 2024

Interim Consolidated Financial Statements

for further information regarding the Bank’s changes

to

accounting policies, procedures, and estimates.

TD BANK GROUP • SECOND QUARTER 2024

• REPORT TO SHAREHOLDERS

Page 46

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)

on

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

by

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

is

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 • SECOND QUARTER 2024

• REPORT TO SHAREHOLDERS

Page 47

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

:

A

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 • SECOND QUARTER 2024

• REPORT TO SHAREHOLDERS

Page 48

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

as

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

in

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 • SECOND QUARTER 2024

• REPORT TO SHAREHOLDERS

Page 49

INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

INTERIM CONSOLIDATED BALANCE

SHEET

(unaudited)

(As at and in millions of Canadian dollars)

April 30, 2024

October 31, 2023

ASSETS

Cash and due from banks

$

6,308

$

6,721

Interest-bearing deposits with banks

87,665

98,348

93,973

105,069

Trading loans, securities, and other

(Note 4)

166,346

152,090

Non-trading financial assets at fair value through profit or

loss

(Note 4)

5,646

7,340

Derivatives

(Note 4)

82,190

87,382

Financial assets designated at fair value through profit or

loss

(Note 4)

5,925

5,818

Financial assets at fair value through other comprehensive income

(Note 4)

75,246

69,865

335,353

322,495

Debt securities at amortized cost, net of allowance for

credit losses (Notes 4, 5)

293,594

308,016

Securities purchased under reverse repurchase agreements

205,722

204,333

Loans (Notes 4, 6)

Residential mortgages

326,032

320,341

Consumer instalment and other personal

221,197

217,554

Credit card

39,421

38,660

Business and government

349,019

326,528

935,669

903,083

Allowance for loan losses

(Note 6)

(7,545)

(7,136)

Loans, net of allowance for loan losses

928,124

895,947

Other

Customers’ liability under acceptances

(Note 6)

4,183

17,569

Investment in Schwab

(Note 7)

9,866

8,907

Goodwill

18,658

18,602

Other intangibles

2,897

2,771

Land, buildings, equipment, other depreciable assets and

right-of-use assets

9,517

9,434

Deferred tax assets

1

4,806

3,951

Amounts receivable from brokers, dealers, and clients

33,565

30,416

Other assets

1

(Note 9)

26,410

27,629

109,902

119,279

Total assets

1

$

1,966,668

$

1,955,139

LIABILITIES

Trading deposits

(Notes 4, 10)

$

31,221

$

30,980

Derivatives

(Note 4)

69,742

71,640

Securitization liabilities at fair value

(Note 4)

17,653

14,422

Financial liabilities designated at fair value through

profit or loss

(Notes 4, 10)

188,105

192,130

306,721

309,172

Deposits (Notes 4, 10)

Personal

628,983

626,596

Banks

32,463

31,225

Business and government

542,325

540,369

1,203,771

1,198,190

Other

Acceptances

(Note 6)

4,183

17,569

Obligations related to securities sold short

(Note 4)

38,145

44,661

Obligations related to securities sold under repurchase agreements

192,239

166,854

Securitization liabilities at amortized cost

(Note 4)

12,581

12,710

Amounts payable to brokers, dealers, and clients

31,754

30,872

Insurance contract liabilities

1

(Note 14)

5,824

5,846

Other liabilities

1

(Note 11)

48,150

47,574

332,876

326,086

Subordinated notes and debentures (Notes 4, 12)

11,318

9,620

Total liabilities

1

1,854,686

1,843,068

EQUITY

Shareholders’ Equity

Common shares

(Note 13)

25,257

25,434

Preferred shares and other equity instruments

(Note 13)

10,503

10,853

Treasury – common shares

(Note 13)

(24)

(64)

Treasury – preferred shares and other

equity instruments

(Note 13)

(8)

(65)

Contributed surplus

184

155

Retained earnings

1

71,904

73,008

Accumulated other comprehensive income (loss)

4,166

2,750

Total equity

1

111,982

112,071

Total liabilities and equity

1

$

1,966,668

$

1,955,139

1

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 • SECOND QUARTER 2024

• REPORT TO SHAREHOLDERS

Page 50

INTERIM CONSOLIDATED STATEMENT OF INCOME

(unaudited)

(millions of Canadian dollars, except

as noted)

For the three months ended

For the six months ended

April 30

April 30

April 30

April 30

2024

2023

2024

2023

Interest income

1

(Note 21)

Loans

$

13,154

$

10,539

$

26,149

$

20,537

Reverse repurchase agreements

2,914

2,134

5,852

3,915

Securities

Interest

5,122

4,462

10,398

8,801

Dividends

680

638

1,228

1,150

Deposits with banks

1,126

1,534

2,182

2,960

22,996

19,307

45,809

37,363

Interest expense (Note 21)

Deposits

11,490

9,042

22,974

16,837

Securitization liabilities

259

208

516

430

Subordinated notes and debentures

99

105

193

216

Repurchase agreements and short sales

3,390

2,293

6,595

4,301

Other

293

231

578

418

15,531

11,879

30,856

22,202

Net interest income

7,465

7,428

14,953

15,161

Non-interest income

Investment and securities services

1,872

1,671

3,617

3,076

Credit fees

494

429

1,063

857

Trading income (loss)

744

289

1,669

967

Service charges

2

657

621

1,311

1,249

Card services

703

712

1,465

1,481

Insurance revenue

2

1,665

1,514

3,341

3,056

Other income (loss)

2

219

(267)

114

(1,249)

6,354

4,969

12,580

9,437

Total revenue

2

13,819

12,397

27,533

24,598

Provision for (recovery of) credit losses

(Note 6)

1,071

599

2,072

1,289

Insurance service expenses

2

1,248

1,118

2,614

2,282

Non-interest expenses

Salaries and employee benefits

4,250

3,883

8,564

7,641

Occupancy, including depreciation

474

446

942

879

Technology and equipment, including depreciation

616

561

1,254

1,083

Amortization of other intangibles

168

170

353

312

Communication and marketing

394

386

719

699

Restructuring charges

(Note 19)

165

456

Brokerage-related and sub-advisory fees

125

111

255

203

Professional, advisory and outside services

655

630

1,220

1,198

Other

2

1,554

569

2,668

2,853

8,401

6,756

16,431

14,868

Income before income taxes and share

of net income from investment

in Schwab

2

3,099

3,924

6,416

6,159

Provision for (recovery of) income taxes

2

729

859

1,363

1,798

Share of net income from investment

in Schwab (Note 7)

194

241

335

526

Net income

2

2,564

3,306

5,388

4,887

Preferred dividends and distributions

on other equity instruments

190

210

264

293

Net income available to common shareholders

2

$

2,374

$

3,096

$

5,124

$

4,594

Earnings per share

(Canadian dollars)

(Note 18)

Basic

2

$

1.35

$

1.69

$

2.90

$

2.52

Diluted

2

1.35

1.69

2.89

2.52

Dividends per common share

(Canadian dollars)

1.02

0.96

2.04

1.92

1

Includes $

20,659

million and $

41,158

million, for the three and six months ended April 30, 2024, respectively (three and six months ended April

30, 2023 – $

17,429

million and

$

33,677

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

rate method (EIRM).

2

Amounts for the three and six months ended April 30, 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 • SECOND QUARTER 2024

• REPORT TO SHAREHOLDERS

Page 51

INTERIM CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

(unaudited)

(millions of Canadian dollars)

For the three months ended

For the six months ended

April 30

April 30

April 30

April 30

2024

2023

2024

2023

Net income

1

$

2,564

$

3,306

$

5,388

$

4,887

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)

(42)

166

297

410

Reclassification to earnings of net loss/(gain)

(3)

(15)

(9)

(14)

Changes in allowance for credit losses recognized

in earnings

(1)

(1)

Income taxes relating to:

Change in unrealized gain/(loss)

12

(42)

(73)

(115)

Reclassification to earnings of net loss/(gain)

2

5

5

5

(31)

114

219

285

Net change in unrealized foreign currency

translation gain/(loss) on

investments in foreign operations, net

of hedging activities

Unrealized gain/(loss)

3,058

1,842

(825)

(523)

Reclassification to earnings of net loss/(gain)

(2)

Net gain/(loss) on hedges

(1,966)

(754)

466

88

Reclassification to earnings of net loss/(gain)

on hedges

2

Income taxes relating to:

Net gain/(loss) on hedges

544

208

(132)

(309)

1,636

1,296

(491)

(744)

Net change in gain/(loss) on derivatives

designated as cash flow hedges

Change in gain/(loss)

(517)

1,713

(242)

3,752

Reclassification to earnings of loss/(gain)

(1,246)

(1,069)

1,194

(1,063)

Income taxes relating to:

Change in gain/(loss)

149

(558)

60

(911)

Reclassification to earnings of loss/(gain)

328

289

(330)

322

(1,286)

375

682

2,100

Share of other comprehensive income (loss)

from investment in Schwab

(56)

453

826

700

Items that will not be subsequently reclassified

to net income

Remeasurement gain/(loss) on employee

benefit plans

Gain/(loss)

(30)

(49)

(257)

47

Income taxes

8

14

71

(30)

(22)

(35)

(186)

17

Change in net unrealized gain/(loss)

on equity securities designated at

fair value through other comprehensive income

Change in net unrealized gain/(loss)

45

(170)

245

(157)

Income taxes

(11)

34

(65)

30

34

(136)

180

(127)

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)

54

115

(128)

Income taxes

(15)

(32)

34

39

83

(94)

Total other comprehensive income (loss)

314

2,150

1,230

2,137

Total comprehensive income (loss)

1

$

2,878

$

5,456

$

6,618

$

7,024

Attributable to:

Common shareholders

1

$

2,688

$

5,246

$

6,354

$

6,731

Preferred shareholders and other equity instrument

holders

1

190

210

264

293

1

Amounts for the three and six months ended April 30, 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 • SECOND QUARTER 2024

• REPORT TO SHAREHOLDERS

Page 52

INTERIM CONSOLIDATED STATEMENT

OF CHANGES IN EQUITY

(unaudited)

(millions of Canadian dollars)

For the three months ended

For the six months ended

April 30, 2024

April 30, 2023

April 30, 2024

April 30, 2023

Common shares (Note 13)

Balance at beginning of period

$

25,318

$

25,094

$

25,434

$

24,363

Proceeds from shares issued on exercise of stock options

24

45

66

71

Shares issued as a result of dividend reinvestment plan

132

713

269

1,418

Purchase of shares for cancellation and other

(217)

(512)

Balance at end of period

25,257

25,852

25,257

25,852

Preferred shares and other equity instruments (Note 13)

Balance at beginning of period

10,853

11,253

10,853

11,253

Redemption of shares and other equity instruments

(350)

(350)

Balance at end of period

10,503

11,253

10,503

11,253

Treasury – common shares (Note 13)

Balance at beginning of period

(58)

(103)

(64)

(91)

Purchase of shares

(2,154)

(2,235)

(5,250)

(4,051)

Sale of shares

2,188

2,239

5,290

4,043

Balance at end of period

(24)

(99)

(24)

(99)

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

Balance at beginning of period

(27)

(9)

(65)

(7)

Purchase of shares and other equity instruments

(153)

(185)

(251)

(326)

Sale of shares and other equity instruments

172

184

308

323

Balance at end of period

(8)

(10)

(8)

(10)

Contributed surplus

Balance at beginning of period

172

185

155

179

Net premium (discount) on sale of treasury instruments

5

(11)

18

(8)

Issuance of stock options, net of options exercised

8

5

13

15

Other

(1)

(18)

(2)

(25)

Balance at end of period

184

161

184

161

Retained earnings

Balance at beginning of period

1

72,347

73,612

73,008

73,698

Impact on adoption of IFRS 17

2

112

Impact of reclassification of securities supporting insurance operations

related to the adoption of IFRS 17

2

(10)

Net income attributable to equity instrument holders

1

2,564

3,306

5,388

4,887

Common dividends

(1,795)

(1,754)

(3,602)

(3,500)

Preferred dividends and distributions on other equity instruments

(190)

(210)

(264)

(293)

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

equity instruments

(Note 13)

(1,002)

(2,430)

Remeasurement gain/(loss) on employee benefit plans

(22)

(35)

(186)

17

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

other comprehensive income

2

(4)

(6)

Balance at end of period

1

71,904

74,915

71,904

74,915

Accumulated other comprehensive income (loss)

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

Balance at beginning of period

(163)

(305)

(413)

(476)

Impact of reclassification of securities supporting insurance operations

related to the adoption of IFRS 17

2

10

Other comprehensive income (loss)

(31)

114

210

286

Allowance for credit losses

(1)

(1)

Balance at end of period

(194)

(191)

(194)

(191)

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

other comprehensive income:

Balance at beginning of period

19

32

(127)

23

Other comprehensive income (loss)

36

(140)

180

(133)

Reclassification of loss/(gain) to retained earnings

(2)

4

6

Balance at end of period

53

(104)

53

(104)

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

(77)

(99)

(38)

78

Other comprehensive income (loss)

39

83

(94)

Balance at end of period

(38)

(16)

(38)

(16)

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

operations, net of hedging activities:

Balance at beginning of period

10,550

10,008

12,677

12,048

Other comprehensive income (loss)

1,636

1,296

(491)

(744)

Balance at end of period

12,186

11,304

12,186

11,304

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

Balance at beginning of period

(3,504)

(3,992)

(5,472)

(5,717)

Other comprehensive income (loss)

(1,286)

375

682

2,100

Balance at end of period

(4,790)

(3,617)

(4,790)

(3,617)

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

(3,051)

(3,268)

(3,051)

(3,268)

Total accumulated other comprehensive income

4,166

4,108

4,166

4,108

Total equity

1

$

111,982

$

116,180

$

111,982

$

116,180

1

Amounts have been restated for the adoption of IFRS 17 as at and for the three and six months ended April 30,

  1. Refer to Note 2 for details.

2

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 • SECOND QUARTER 2024

• REPORT TO SHAREHOLDERS

Page 53

INTERIM CONSOLIDATED STATEMENT

OF CASH FLOWS

(unaudited)

(millions of Canadian dollars)

For the three months ended

For the six months ended

April 30

April 30

April 30

April 30

2024

2023

2024

2023

Cash flows from (used in) operating activities

Net income

1

$

2,564

$

3,306

$

5,388

$

4,887

Adjustments to determine net cash flows from (used in) operating

activities

Provision for (recovery of) credit losses

(Note 6)

1,071

599

2,072

1,289

Depreciation

324

309

638

598

Amortization of other intangibles

168

170

353

312

Net securities loss/(gain)

(Note 5)

66

21

60

22

Share of net income from investment in Schwab

(Note 7)

(194)

(241)

(335)

(526)

Deferred taxes

1

(730)

(642)

(797)

(701)

Changes in operating assets and liabilities

Interest receivable and payable

(Notes 9, 11)

206

484

370

512

Securities sold under repurchase agreements

18,110

4,428

25,385

16,937

Securities purchased under reverse repurchase agreements

(6,643)

(25,418)

(1,389)

(35,616)

Securities sold short

(4,730)

208

(6,516)

1,414

Trading loans, securities, and other

(4,826)

(430)

(14,256)

(10,781)

Loans net of securitization and sales

(24,876)

(13,552)

(34,289)

(19,815)

Deposits

23,104

(31,955)

5,822

(40,210)

Derivatives

(5,947)

(3,669)

3,294

1,895

Non-trading financial assets at fair value through profit or

loss

1,339

1,846

1,694

2,685

Financial assets and liabilities designated at fair value through

profit or loss

8,038

15,190

(4,132)

38,077

Securitization liabilities

1,333

835

3,102

(96)

Current taxes

(1,048)

443

520

2,105

Brokers, dealers, and clients amounts receivable and

payable

(1,053)

2,083

(2,267)

(6,837)

Other, including unrealized foreign currency

translation loss/(gain)

1

(995)

(8,092)

452

(5,170)

Net cash from (used in) operating activities

5,281

(54,077)

(14,831)

(49,019)

Cash flows from (used in) financing activities

Issuance of subordinated notes and debentures

(Note 12)

1,750

1,750

Redemption or repurchase of subordinated notes and

debentures

(18)

(4)

(42)

49

Common shares issued, net

22

40

59

64

Repurchase of common shares

(Note 13)

(1,219)

(2,942)

Redemption of preferred shares and other equity instruments

(Note 13)

(350)

(350)

Sale of treasury shares and other equity instruments

(Note 13)

2,365

2,412

5,616

4,358

Purchase of treasury shares and other equity instruments

(Note 13)

(2,307)

(2,420)

(5,501)

(4,377)

Dividends paid on shares and distributions paid on other equity

instruments

(1,853)

(3,597)

(1,124)

Repayment of lease liabilities

(158)

(164)

(325)

(320)

Net cash from (used in) financing activities

(1,768)

(136)

(5,332)

(1,350)

Cash flows from (used in) investing activities

Interest-bearing deposits with banks

(10,894)

41,884

10,242

34,860

Activities in financial assets at fair value through other comprehensive

income

Purchases

(6,325)

(7,745)

(13,626)

(15,330)

Proceeds from maturities

5,137

3,742

8,445

9,215

Proceeds from sales

377

2,227

1,115

2,822

Activities in debt securities at amortized cost

Purchases

(2,462)

(7,683)

(5,700)

(18,090)

Proceeds from maturities

8,825

10,605

17,532

24,646

Proceeds from sales

2,108

11,861

2,606

11,870

Net purchases of land, buildings, equipment, other depreciable

assets, and other intangibles

(425)

(373)

(896)

(776)

Net cash acquired from (paid for) divestitures and acquisitions

(502)

70

(502)

Net cash from (used in) investing activities

(3,659)

54,016

19,788

48,715

Effect of exchange rate changes on cash and

due from banks

121

83

(38)

(28)

Net increase (decrease) in cash and due from banks

(25)

(114)

(413)

(1,682)

Cash and due from banks at beginning of period

6,333

6,988

6,721

8,556

Cash and due from banks at end of period

$

6,308

$

6,874

$

6,308

$

6,874

Supplementary disclosure of cash flows from operating

activities

Amount of income taxes paid (refunded) during the period

$

1,590

$

878

$

2,172

$

1,368

Amount of interest paid during the period

15,232

11,035

30,410

20,648

Amount of interest received during the period

22,223

18,309

44,505

35,171

Amount of dividends received during the period

683

588

1,359

1,117

1

Amounts for the three and six months ended April 30, 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 • SECOND QUARTER 2024

• REPORT TO SHAREHOLDERS

Page 54

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

as

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 six months ended April 30,

2024, were approved and authorized

for issue by the Bank’s Board

of Directors, in accordance with a recommendation

of the Audit Committee, on May 22, 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 • SECOND QUARTER 2024

• REPORT TO SHAREHOLDERS

Page 55

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 $

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

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 $

10

million.

FUTURE CHANGES IN ACCOUNTING

POLICIES

The following standard has been issued, but

is 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.

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.

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.

TD BANK GROUP • SECOND QUARTER 2024

• REPORT TO SHAREHOLDERS

Page 56

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 six months

ended April 30, 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

1

(millions of Canadian dollars)

As at

April 30, 2024

October 31, 2023

Carrying

Fair

Carrying

Fair

value

value

value

value

FINANCIAL ASSETS

Debt securities at amortized cost, net of allowance

for credit losses

Government and government-related

securities

$

222,786

$

216,565

$

232,093

$

222,699

Other debt securities

70,808

68,531

75,923

72,511

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

293,594

285,096

308,016

295,210

Total loans, net of allowance for loan losses

928,124

917,578

895,947

877,763

Total financial assets not carried at fair value

$

1,221,718

$

1,202,674

$

1,203,963

$

1,172,973

FINANCIAL LIABILITIES

Deposits

$

1,203,771

$

1,197,933

$

1,198,190

$

1,188,585

Securitization liabilities at amortized

cost

12,581

12,107

12,710

12,035

Subordinated notes and debentures

11,318

11,294

9,620

9,389

Total financial liabilities not carried at fair value

$

1,227,670

$

1,221,334

$

1,220,520

$

1,210,009

1

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

TD BANK GROUP • SECOND QUARTER 2024

• REPORT TO SHAREHOLDERS

Page 57

(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

April 30, 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

April 30, 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

1

Government and government-related securities

Canadian government debt

Federal

$

39

$

7,513

$

$

7,552

$

72

$

9,073

$

$

9,145

Provinces

7,482

7,482

7,445

7,445

U.S. federal, state, municipal governments,

and agencies debt

22,575

22,575

2

24,325

67

24,394

Other OECD

2

government-guaranteed debt

9,390

9,390

8,811

8,811

Mortgage-backed securities

1,964

1,964

1,698

1,698

Other debt securities

Canadian issuers

5,888

4

5,892

6,067

5

6,072

Other issuers

14,579

25

14,604

14,553

60

14,613

Equity securities

65,210

18

9

65,237

54,186

41

10

54,237

Trading loans

19,092

19,092

17,261

17,261

Commodities

11,749

807

12,556

7,620

791

8,411

Retained interests

2

2

3

3

76,998

89,310

38

166,346

61,880

90,068

142

152,090

Non-trading financial assets at fair value

through profit or loss

Securities

278

1,555

1,150

2,983

269

2,596

980

3,845

Loans

2,663

2,663

3,495

3,495

278

4,218

1,150

5,646

269

6,091

980

7,340

Derivatives

Interest rate contracts

21,091

21,091

17

22,893

22,910

Foreign exchange contracts

47

52,061

5

52,113

26

57,380

7

57,413

Credit contracts

81

81

54

54

Equity contracts

58

4,901

4,959

58

4,839

4,897

Commodity contracts

556

3,375

15

3,946

306

1,787

15

2,108

661

81,509

20

82,190

407

86,953

22

87,382

Financial assets designated at

fair value through profit or loss

Securities

1

5,925

5,925

5,818

5,818

5,925

5,925

5,818

5,818

Financial assets at fair value through other

comprehensive income

Government and government-related securities

Canadian government debt

Federal

18,607

18,607

18,210

18,210

Provinces

20,586

20,586

19,940

19,940

U.S. federal, state, municipal governments,

and agencies debt

15,624

15,624

11,002

11,002

Other OECD government-guaranteed debt

1,683

1,683

1,498

1,498

Mortgage-backed securities

2,211

2,211

2,277

2,277

Other debt securities

Asset-backed securities

3,458

3,458

4,114

4,114

Corporate and other debt

9,161

14

9,175

8,863

27

8,890

Equity securities

1,388

1

2,307

3,696

1,133

3

2,377

3,513

Loans

206

206

421

421

1,388

71,537

2,321

75,246

1,133

66,328

2,404

69,865

Securities purchased under reverse

repurchase agreements

8,920

8,920

9,649

9,649

FINANCIAL LIABILITIES

Trading deposits

30,311

910

31,221

29,995

985

30,980

Derivatives

Interest rate contracts

1

13,403

148

13,552

16

21,064

126

21,206

Foreign exchange contracts

49

46,370

12

46,431

19

44,841

13

44,873

Credit contracts

799

799

172

172

Equity contracts

5,207

23

5,230

7

3,251

21

3,279

Commodity contracts

644

3,077

9

3,730

248

1,846

16

2,110

694

68,856

192

69,742

290

71,174

176

71,640

Securitization liabilities at fair value

17,653

17,653

14,422

14,422

Financial liabilities designated at fair value

through profit or loss

188,031

74

188,105

192,108

22

192,130

Obligations related to securities sold short

1

2,117

36,028

38,145

1,329

43,332

44,661

Obligations related to securities sold

under repurchase agreements

11,747

11,747

12,641

12,641

-

1

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

not yet purchased (short positions).

2

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

six months ended April 30,

2024 and April 30,

2023.

There were no significant transfers between

Level 2 and Level 3 during the three and

six months ended April 30,

2024 and April 30,

2023.

There were no significant changes to the unobservable

inputs and sensitivities for assets and liabilities

classified as Level 3 during the three and

six months ended

April 30, 2024, and April 30, 2023.

TD BANK GROUP • SECOND QUARTER 2024

• REPORT TO SHAREHOLDERS

Page 58

(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

six months ended April 30, 2024 and April 30,

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

1

Transfers

value as at

(losses) on

February 1

Included

Included

Purchases/

Sales/

Into

Out of

April 30

instruments

2024

in income

2

in OCI

3,4

Issuances

Settlements

Level 3

Level 3

2024

still held

5

FINANCIAL ASSETS

Trading loans, securities,

and other

Government and government-

related securities

$

34

$

$

$

$

(34)

$

$

$

$

Other debt securities

61

(2)

18

(4)

5

(49)

29

(1)

Equity securities

7

2

9

(1)

102

(2)

20

(38)

5

(49)

38

(2)

Non-trading financial

assets at fair value

through profit or loss

Securities

1,079

49

33

(10)

(1)

1,150

45

1,079

49

33

(10)

(1)

1,150

45

Financial assets at fair value

through other

comprehensive income

Other debt securities

26

(1)

(11)

14

3

Equity securities

2,142

(2)

122

45

2,307

(13)

$

2,168

$

$

(3)

$

122

$

34

$

$

$

2,321

$

(10)

FINANCIAL LIABILITIES

Trading deposits

6

$

(1,039)

$

34

$

$

(18)

$

97

$

$

16

$

(910)

$

44

Derivatives

7

Interest rate contracts

(137)

(18)

7

(148)

(10)

Foreign exchange contracts

(1)

(1)

1

(6)

(7)

(1)

Equity contracts

(28)

5

(1)

1

(23)

4

Commodity contracts

(10)

(14)

30

6

8

(176)

(28)

37

(6)

1

(172)

1

Financial liabilities designated

at fair value

through profit or loss

(24)

(37)

(79)

66

(74)

(37)

Change in

unrealized

Fair

Total realized and

Fair

gains

value as at

unrealized gains (losses)

Movements

1

Transfers

value as at

(losses) on

November 1

Included

Included

Purchases/

Sales/

Into

Out of

April 30

instruments

2023

in income

2

in OCI

4

Issuances

Settlements

Level 3

Level 3

2024

still held

5

FINANCIAL ASSETS

Trading loans, securities,

and other

Government and government-

related securities

$

67

$

$

$

$

(67)

$

$

$

$

Other debt securities

65

1

90

(85)

7

(49)

29

(2)

Equity securities

10

(1)

2

(2)

9

142

92

(154)

7

(49)

38

(2)

Non-trading financial

assets at fair value

through profit or loss

Securities

980

62

124

(15)

(1)

1,150

62

980

62

124

(15)

(1)

1,150

62

Financial assets at fair value

through other

comprehensive income

Other debt securities

27

(4)

3

(12)

14

Equity securities

2,377

(12)

128

(186)

2,307

(11)

$

2,404

$

$

(16)

$

131

$

(198)

$

$

$

2,321

$

(11)

FINANCIAL LIABILITIES

Trading deposits

6

$

(985)

$

10

$

$

(74)

$

118

$

$

21

$

(910)

$

2

Derivatives

7

Interest rate contracts

(126)

(41)

19

(148)

(23)

Foreign exchange contracts

(6)

1

1

(6)

3

(7)

(2)

Equity contracts

(21)

(1)

(1)

(1)

1

(23)

(1)

Commodity contracts

(1)

(4)

11

6

(5)

(154)

(45)

30

(7)

4

(172)

(31)

Financial liabilities designated

at fair value through profit

or loss

(22)

1

(133)

80

(74)

1

Includes foreign exchange.

2

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

Statement

of Income.

3

Other comprehensive income.

4

Includes realized gains/losses transferred to retained earnings on disposal of equities designated at fair value through

other comprehensive income (FVOCI). Refer to Note 5 for further

details.

5

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

6

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

7

Consists of derivative assets of $

20

million (January 31, 2024/February 1, 2024 – $

10

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

22

million) and derivative liabilities of $

192

million

(January 31, 2024/February 1, 2024 – $

186

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

176

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

TD BANK GROUP • SECOND QUARTER 2024

• REPORT TO SHAREHOLDERS

Page 59

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

1

Transfers

value as at

(losses) on

February 1

Included

Included

Purchases/

Sales/

Into

Out of

April 30

instruments

2023

in income

2

in OCI

3

Issuances

Settlements

Level 3

Level 3

2023

still held

4

FINANCIAL ASSETS

Trading loans, securities,

and other

Government and government-

related securities

$

$

$

$

$

$

$

$

$

Other debt securities

85

(3)

9

(44)

(25)

22

(27)

Equity securities

(4)

39

(5)

30

(2)

85

(7)

48

(49)

(25)

52

(29)

Non-trading financial

assets at fair value

through profit or loss

Securities

927

40

79

(45)

1,001

21

927

40

79

(45)

1,001

21

Financial assets at fair value

through other

comprehensive income

Other debt securities

63

(15)

21

(8)

61

Equity securities

3,240

(189)

1,269

(635)

3,685

(183)

$

3,303

$

$

(204)

$

1,290

$

(643)

$

$

$

3,746

$

(183)

FINANCIAL LIABILITIES

Trading deposits

5

$

(486)

$

(17)

$

$

(89)

$

4

$

(6)

$

2

$

(592)

$

(14)

Derivatives

6

Interest rate contracts

(164)

(6)

1

(169)

5

Foreign exchange contracts

2

(1)

1

Equity contracts

(51)

14

26

(9)

(7)

(27)

16

Commodity contracts

5

11

(18)

(2)

(1)

(208)

18

26

(26)

(7)

(197)

20

Financial liabilities designated

at fair value

through profit or loss

(22)

20

(127)

80

(49)

(21)

Change in

unrealized

Fair

Total realized and

Fair

gains

value as at

unrealized gains (losses)

Movements

1

Transfers

value as at

(losses) on

November 1

Included

Included

Purchases/

Sales/

Into

Out of

April 30

instruments

2022

in income

2

in OCI

3

Issuances

Settlements

Level 3

Level 3

2023

still held

4

FINANCIAL ASSETS

Trading loans, securities,

and other

Government and government-

related securities

$

$

$

$

$

$

$

$

$

Other debt securities

49

6

23

(59)

35

(32)

22

(23)

Equity securities

(4)

39

(5)

30

(2)

49

2

62

(64)

35

(32)

52

(25)

Non-trading financial

assets at fair value

through profit or loss

Securities

845

83

121

(48)

1,001

56

845

83

121

(48)

1,001

56

Financial assets at fair value

through other

comprehensive income

Other debt securities

60

(8)

21

(12)

61

Equity securities

2,477

(211)

2,093

(674)

3,685

(205)

$

2,537

$

$

(219)

$

2,114

$

(686)

$

$

$

3,746

$

(205)

FINANCIAL LIABILITIES

Trading deposits

5

$

(416)

$

(29)

$

$

(148)

$

8

$

(9)

$

2

$

(592)

$

(24)

Derivatives

6

Interest rate contracts

(156)

(30)

17

(169)

(5)

Foreign exchange contracts

4

(4)

1

1

(1)

Equity contracts

(59)

43

26

(7)

(2)

(28)

(27)

17

Commodity contracts

27

40

(69)

(2)

(4)

(184)

49

26

(59)

(2)

(27)

(197)

7

Financial liabilities designated

at fair value

through profit or loss

(44)

70

(187)

112

(49)

72

1

Includes foreign exchange.

2

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

Statement of Income.

3

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

to Note 5 for further details.

4

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

5

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

6

Consists of derivative assets of $

20

million (January 31, 2023/ February 1, 2023 – $

31

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

50

million) and derivative liabilities of $

217

million

(January 31, 2023/ February 1, 2023 – $

239

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

234

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

TD BANK GROUP • SECOND QUARTER 2024

• REPORT TO SHAREHOLDERS

Page 60

NOTE 5: SECURITIES

(a)

UNREALIZED SECURITIES GAINS (LOSSES)

The following table summarizes the unrealized

gains and losses as at April 30, 2024

and October 31, 2023.

Unrealized Gains (Losses) for Securities

at Fair Value Through Other Comprehensive Income

(millions of Canadian dollars)

As at

April 30, 2024

October 31, 2023

Cost/

Gross

Gross

Cost/

Gross

Gross

amortized

unrealized

unrealized

Fair

amortized

unrealized

unrealized

Fair

cost

1

gains

(losses)

value

cost

1

gains

(losses)

value

Government and government-related

securities

Canadian government debt

Federal

$

18,693

$

39

$

(125)

$

18,607

$

18,335

$

45

$

(170)

$

18,210

Provinces

20,540

95

(49)

20,586

19,953

105

(118)

19,940

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

agencies debt

15,791

30

(197)

15,624

11,260

17

(275)

11,002

Other OECD government-guaranteed debt

1,698

2

(17)

1,683

1,521

1

(24)

1,498

Mortgage-backed securities

2,234

1

(24)

2,211

2,313

(36)

2,277

58,956

167

(412)

58,711

53,382

168

(623)

52,927

Other debt securities

Asset-backed securities

3,473

1

(16)

3,458

4,146

(32)

4,114

Corporate and other debt

9,173

59

(57)

9,175

8,946

43

(99)

8,890

12,646

60

(73)

12,633

13,092

43

(131)

13,004

Total debt securities

71,602

227

(485)

71,344

66,474

211

(754)

65,931

Equity securities

Common shares

3,075

237

(88)

3,224

3,191

95

(116)

3,170

Preferred shares

620

20

(168)

472

566

1

(224)

343

3,695

257

(256)

3,696

3,757

96

(340)

3,513

Total securities at fair value through

other comprehensive income

$

75,297

$

484

$

(741)

$

75,040

$

70,231

$

307

$

(1,094)

$

69,444

1

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

April 30, 2024 and October 31, 2023, and

dividend income recognized on these

securities for the three and six months

ended April 30, 2024 and April 30, 2023.

Equity Securities Designated at Fair Value Through

Other Comprehensive Income

(millions of Canadian dollars)

As at

For the three months ended

For the six months ended

April 30, 2024

October 31, 2023

April 30, 2024

April 30, 2023

April 30, 2024

April 30, 2023

Fair value

Dividend income recognized

Dividend income recognized

Common shares

$

3,224

$

3,170

$

48

$

45

$

65

$

62

Preferred shares

472

343

38

33

77

64

Total

$

3,696

$

3,513

$

86

$

78

$

142

$

126

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 six months ended

April 30, 2024

April 30, 2023

April 30, 2024

April 30, 2023

Equity Securities

Fair value

$

73

$

121

$

115

$

166

Cumulative realized gain/(loss)

(1)

(5)

(1)

(8)

FHLB Stock

Fair value

4

637

163

637

Cumulative realized gain/(loss)

(c)

DEBT SECURITIES NET REALIZED GAINS

(LOSSES)

The following table summarizes

the net realized gains and losses for the

three and six months ended April 30, 2024 and

April 30,

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 six months ended

April 30, 2024

April 30, 2023

April 30, 2024

April 30, 2023

Debt securities at amortized cost

$

(69)

$

(36)

$

(69)

$

(36)

Debt securities at fair value through other

comprehensive income

3

15

9

14

Total

$

(66)

$

(21)

$

(60)

$

(22)

TD BANK GROUP • SECOND QUARTER 2024

• REPORT TO SHAREHOLDERS

Page 61

(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

April 30, 2024

October 31, 2023

Stage 1

Stage 2

Stage 3

Total

Stage 1

Stage 2

Stage 3

Total

Debt securities

1

Investment grade

$

364,534

$

$

n/a

2

$

364,534

$

373,317

$

$

n/a

$

373,317

Non-investment grade

259

62

n/a

321

519

n/a

519

Watch and classified

n/a

85

n/a

85

n/a

113

n/a

113

Default

n/a

n/a

n/a

n/a

Total debt securities

364,793

147

364,940

373,836

113

373,949

Allowance for credit losses on debt securities

at amortized cost

2

2

2

2

Total debt securities, net of

allowance

$

364,791

$

147

$

$

364,938

$

373,834

$

113

$

$

373,947

1

Includes debt securities backed by government-guaranteed loans of $

142

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.

2

Not applicable.

As at April 30, 2024, total debt securities, net

of allowance,

in the table above, include debt securities

measured at amortized cost, net of allowance,

of

$

293,594

million (October 31, 2023 – $

308,016

million), and debt securities measured at FVOCI

of $

71,344

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

April 30, 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 April

30, 2024 and October 31, 2023.

Loans and Acceptances

(millions of Canadian dollars)

As at

April 30, 2024

October 31, 2023

Residential mortgages

$

326,032

$

320,341

Consumer instalment and other personal

221,197

217,554

Credit card

39,421

38,660

Business and government

349,019

326,528

935,669

903,083

Customers’ liability under acceptances

4,183

17,569

Loans at FVOCI

(Note 4)

206

421

Total loans

and acceptances

940,058

921,073

Total allowance for loan losses

7,545

7,136

Total loans

and acceptances, net of allowance

$

932,513

$

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

April 30, 2024

October 31, 2023

Loans at amortized cost

$

349,019

$

326,528

Customers’ liability under acceptances

4,183

17,569

Loans at FVOCI

(Note 4)

206

421

Loans and acceptances

353,408

344,518

Allowance for loan losses

3,125

2,990

Loans and acceptances, net of allowance

$

350,283

$

341,528

TD BANK GROUP • SECOND QUARTER 2024

• REPORT TO SHAREHOLDERS

Page 62

(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

April 30, 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

$

228,023

$

769

$

n/a

$

228,792

$

225,596

$

46

$

n/a

$

225,642

Normal Risk

69,156

13,473

n/a

82,629

70,423

11,324

n/a

81,747

Medium Risk

382

10,446

n/a

10,828

110

9,581

n/a

9,691

High Risk

4

3,096

308

3,408

10

2,573

325

2,908

Default

n/a

n/a

375

375

n/a

n/a

353

353

Total loans

297,565

27,784

683

326,032

296,139

23,524

678

320,341

Allowance for loan losses

129

214

60

403

154

192

57

403

Loans, net of allowance

297,436

27,570

623

325,629

295,985

23,332

621

319,938

Consumer instalment and other personal

4

Low Risk

98,382

2,637

n/a

101,019

100,102

2,278

n/a

102,380

Normal Risk

61,842

12,648

n/a

74,490

60,613

13,410

n/a

74,023

Medium Risk

26,283

6,376

n/a

32,659

24,705

5,816

n/a

30,521

High Risk

4,607

7,533

365

12,505

4,122

5,700

323

10,145

Default

n/a

n/a

524

524

n/a

n/a

485

485

Total loans

191,114

29,194

889

221,197

189,542

27,204

808

217,554

Allowance for loan losses

658

1,091

238

1,987

653

959

197

1,809

Loans, net of allowance

190,456

28,103

651

219,210

188,889

26,245

611

215,745

Credit card

Low Risk

6,320

16

n/a

6,336

6,499

12

n/a

6,511

Normal Risk

11,126

182

n/a

11,308

11,171

134

n/a

11,305

Medium Risk

12,736

1,126

n/a

13,862

12,311

1,163

n/a

13,474

High Risk

2,767

4,605

427

7,799

2,567

4,289

401

7,257

Default

n/a

n/a

116

116

n/a

n/a

113

113

Total loans

32,949

5,929

543

39,421

32,548

5,598

514

38,660

Allowance for loan losses

667

979

384

2,030

709

913

312

1,934

Loans, net of allowance

32,282

4,950

159

37,391

31,839

4,685

202

36,726

Business and government

1,2,3,5

Investment grade or Low/Normal Risk

163,179

112

n/a

163,291

159,477

101

n/a

159,578

Non-investment grade or Medium Risk

162,642

10,685

n/a

173,327

161,651

10,278

n/a

171,929

Watch and classified or High Risk

698

14,312

69

15,079

604

11,017

75

11,696

Default

n/a

n/a

1,711

1,711

n/a

n/a

1,315

1,315

Total loans and acceptances

326,519

25,109

1,780

353,408

321,732

21,396

1,390

344,518

Allowance for loan and acceptances

losses

1,025

1,631

469

3,125

1,157

1,371

462

2,990

Loans and acceptances, net of allowance

325,494

23,478

1,311

350,283

320,575

20,025

928

341,528

Total loans and acceptances

6

848,147

88,016

3,895

940,058

839,961

77,722

3,390

921,073

Total allowance for loan losses

6,7

2,479

3,915

1,151

7,545

2,673

3,435

1,028

7,136

Total loans and acceptances, net of

allowance

6

$

845,668

$

84,101

$

2,744

$

932,513

$

837,288

$

74,287

$

2,362

$

913,937

1

Includes impaired loans with a balance of $

192

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.

2

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

19

billion (October 31, 2023 – $

17

billion) and $

3

billion (October 31, 2023 –

$

3

billion), respectively.

3

Includes insured mortgages of $

73

billion (October 31, 2023 – $

74

billion).

4

Includes Canadian government-insured real estate personal loans of $

6

billion (October 31, 2023 – $

7

billion).

5

Includes loans guaranteed by government agencies of $

25

billion (October 31, 2023 – $

26

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

the borrowers’ credit risk.

6

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

nil

(October 31, 2023 – $

91

million) and a related allowance for loan losses of

nil

(October 31, 2023 – $

6

million), which have

been included in the “Default”

risk rating category as they were impaired at acquisition.

7

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

nil

(October 31, 2023 –

nil

).

TD BANK GROUP • SECOND QUARTER 2024

• REPORT TO SHAREHOLDERS

Page 63

Loans and Acceptances by Risk Ratings

(Continued)

– Off-Balance Sheet Credit Instruments

1

(millions of Canadian dollars)

As at

April 30, 2024

October 31, 2023

Stage 1

Stage 2

Stage 3

Total

Stage 1

Stage 2

Stage 3

Total

Retail Exposures

2

Low Risk

$

256,848

$

1,397

$

n/a

$

258,245

$

254,231

$

1,093

$

n/a

$

255,324

Normal Risk

92,179

1,301

n/a

93,480

91,474

1,112

n/a

92,586

Medium Risk

19,866

1,235

n/a

21,101

19,774

1,079

n/a

20,853

High Risk

1,229

1,278

2,507

1,209

1,198

2,407

Default

n/a

n/a

n/a

n/a

Non-Retail Exposures

3

Investment grade

275,384

n/a

275,384

264,029

n/a

264,029

Non-investment grade

97,750

5,328

n/a

103,078

98,068

4,396

n/a

102,464

Watch and classified

305

4,533

4,838

218

4,158

4,376

Default

n/a

n/a

204

204

n/a

n/a

107

107

Total off-balance sheet credit

instruments

743,561

15,072

204

758,837

729,003

13,036

107

742,146

Allowance for off-balance sheet credit

instruments

423

568

11

1,002

476

565

8

1,049

Total off-balance sheet credit

instruments, net of allowance

$

743,138

$

14,504

$

193

$

757,835

$

728,527

$

12,471

$

99

$

741,097

1

Excludes mortgage commitments.

2

Includes $

373

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.

3

Includes $

64

billion (October 31, 2023 – $

62

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

TD BANK GROUP • SECOND QUARTER 2024

• REPORT TO SHAREHOLDERS

Page 64

(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 six months ended April 30,

2024

and April 30,

2023,

including allowance for off-balance sheet instruments

in the applicable categories.

Allowance for Credit Losses

(millions of Canadian dollars)

Foreign

Foreign

exchange,

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

April 30, 2024

April 30, 2023

Residential mortgages

$

410

$

(8)

$

(1)

$

2

$

403

$

330

$

4

$

(3)

$

3

$

334

Consumer instalment and other

personal

1,979

361

(288)

20

2,072

1,753

183

(181)

11

1,766

Credit card

2,577

423

(403)

47

2,644

2,407

327

(283)

29

2,480

Business and government

3,299

296

(207)

40

3,428

2,987

86

(57)

48

3,064

Total allowance for loan losses,

including off-balance sheet

instruments

8,265

1,072

(899)

109

8,547

7,477

600

(524)

91

7,644

Debt securities at amortized cost

2

2

1

1

2

Debt securities at FVOCI

1

(1)

1

1

1

(1)

1

1

Total allowance for credit

losses on debt securities

3

(1)

1

3

2

(1)

2

3

Total allowance for credit losses

$

8,268

$

1,071

$

(899)

$

110

$

8,550

$

7,479

$

599

$

(524)

$

93

$

7,647

Comprising:

Allowance for credit losses on

loans at amortized cost

$

7,265

$

7,545

$

6,492

$

6,644

Allowance for credit losses on

loans at FVOCI

Allowance for loan losses

7,265

7,545

6,492

6,644

Allowance for off-balance sheet

instruments

1,000

1,002

985

1,000

Allowance for credit losses on

debt securities

3

3

2

3

For the six months ended

April 30, 2024

April 30, 2023

Residential mortgages

$

403

$

$

(3)

$

3

$

403

$

323

$

16

$

(4)

$

(1)

$

334

Consumer instalment and other

personal

1,895

743

(563)

(3)

2,072

1,704

445

(377)

(6)

1,766

Credit card

2,577

853

(772)

(14)

2,644

2,352

664

(528)

(8)

2,480

Business and government

3,310

477

(320)

(39)

3,428

2,984

165

(88)

3

3,064

Total allowance for loan losses,

including off-balance sheet

instruments

8,185

2,073

(1,658)

(53)

8,547

7,363

1,290

(997)

(12)

7,644

Debt securities at amortized cost

2

2

1

1

2

Debt securities at FVOCI

2

(1)

1

2

(1)

1

Total allowance for credit

losses on debt securities

4

(1)

3

3

(1)

1

3

Total allowance for credit losses

$

8,189

$

2,072

$

(1,658)

$

(53)

$

8,550

$

7,366

$

1,289

$

(997)

$

(11)

$

7,647

Comprising:

Allowance for credit losses on

loans at amortized cost

$

7,136

$

7,545

$

6,432

$

6,644

Allowance for credit losses on

loans at FVOCI

Allowance for loan losses

7,136

7,545

6,432

6,644

Allowance for off-balance sheet

instruments

1,049

1,002

931

1,000

Allowance for credit losses on

debt securities

4

3

3

3

TD BANK GROUP • SECOND QUARTER 2024

• REPORT TO SHAREHOLDERS

Page 65

(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 April 30,

2024 and April 30, 2023.

Allowance for Loan Losses by Stage

(millions of Canadian dollars)

For the three months ended

April 30, 2024

April 30, 2023

Stage 1

Stage 2

Stage 3

1

Total

Stage 1

Stage 2

Stage 3

1

Total

Residential Mortgages

Balance at beginning of period

$

137

$

212

$

61

$

410

$

129

$

150

$

51

$

330

Provision for credit losses

Transfer to Stage 1

2

32

(32)

21

(21)

Transfer to Stage 2

(7)

13

(6)

(8)

12

(4)

Transfer to Stage 3

(8)

8

(1)

(3)

4

Net remeasurement due to transfers into stage

3

(8)

6

(2)

(4)

5

1

New originations or purchases

4

7

n/a

n/a

7

8

n/a

n/a

8

Net repayments

5

(1)

(1)

(1)

(1)

(2)

Derecognition of financial assets (excluding

disposals and write-offs)

6

(1)

(7)

(19)

(27)

(1)

(4)

(3)

(8)

Changes to risk, parameters, and models

7

(31)

29

17

15

(28)

30

3

5

Disposals

Write-offs

(2)

(2)

(3)

(3)

Recoveries

1

1

Foreign exchange and other adjustments

1

1

2

1

1

1

3

Balance at end of period

$

129

$

214

$

60

$

403

$

116

$

169

$

49

$

334

Consumer Instalment and Other Personal

Balance, including off-balance sheet instruments,

at beginning of period

$

664

$

1,090

$

225

$

1,979

$

675

$

916

$

162

$

1,753

Provision for credit losses

Transfer to Stage 1

2

142

(141)

(1)

136

(135)

(1)

Transfer to Stage 2

(58)

81

(23)

(48)

67

(19)

Transfer to Stage 3

(3)

(62)

65

(2)

(49)

51

Net remeasurement due to transfers into stage

3

(63)

71

2

10

(48)

49

3

4

New originations or purchases

4

87

n/a

n/a

87

99

n/a

n/a

99

Net repayments

5

(18)

(24)

(4)

(46)

(1)

(26)

(3)

(30)

Derecognition of financial assets (excluding

disposals and write-offs)

6

(16)

(26)

(16)

(58)

(17)

(23)

(8)

(48)

Changes to risk, parameters, and models

7

(55)

148

275

368

(124)

117

165

158

Disposals

Write-offs

(370)

(370)

(254)

(254)

Recoveries

82

82

73

73

Foreign exchange and other adjustments

8

9

3

20

5

5

1

11

Balance, including off-balance sheet instruments,

at end of period

688

1,146

238

2,072

675

921

170

1,766

Less: Allowance for off-balance sheet instruments

8

30

55

85

37

51

88

Balance at end of period

$

658

$

1,091

$

238

$

1,987

$

638

$

870

$

170

$

1,678

Credit Card

9

Balance, including off-balance sheet instruments,

at beginning of period

$

880

$

1,325

$

372

$

2,577

$

956

$

1,198

$

253

$

2,407

Provision for credit losses

Transfer to Stage 1

2

263

(255)

(8)

270

(264)

(6)

Transfer to Stage 2

(81)

101

(20)

(76)

90

(14)

Transfer to Stage 3

(5)

(239)

244

(5)

(179)

184

Net remeasurement due to transfers into stage

3

(118)

121

6

9

(127)

121

5

(1)

New originations or purchases

4

40

n/a

n/a

40

46

n/a

n/a

46

Net repayments

5

(8)

1

18

11

34

(6)

15

43

Derecognition of financial assets (excluding

disposals and write-offs)

6

(10)

(18)

(88)

(116)

(10)

(23)

(65)

(98)

Changes to risk, parameters, and models

7

(61)

286

254

479

(135)

284

188

337

Disposals

Write-offs

(486)

(486)

(357)

(357)

Recoveries

83

83

74

74

Foreign exchange and other adjustments

15

23

9

47

11

14

4

29

Balance, including off-balance sheet instruments,

at end of period

915

1,345

384

2,644

964

1,235

281

2,480

Less: Allowance for off-balance sheet instruments

8

248

366

614

278

361

639

Balance at end of period

$

667

$

979

$

384

$

2,030

$

686

$

874

$

281

$

1,841

1

Includes allowance for loan losses related to ACI loans.

2

Transfers represent stage transfer movements prior to ECL remeasurement.

3

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.

4

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

5

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

on loans outstanding.

6

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.

7

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.

8

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

Consolidated Balance Sheet.

9

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 • SECOND QUARTER 2024

• REPORT TO SHAREHOLDERS

Page 66

Allowance for Loan Losses by Stage

(Continued)

(millions of Canadian dollars)

For the three months ended

April 30, 2024

April 30, 2023

Stage 1

Stage 2

Stage 3

1

Total

Stage 1

Stage 2

Stage 3

1

Total

Business and Government

2

Balance, including off-balance sheet instruments,

at beginning of period

$

1,139

$

1,631

$

529

$

3,299

$

1,265

$

1,356

$

366

$

2,987

Provision for credit losses

Transfer to Stage 1

3

52

(52)

122

(122)

Transfer to Stage 2

(166)

170

(4)

(124)

127

(3)

Transfer to Stage 3

(2)

(80)

82

(4)

(18)

22

Net remeasurement due to transfers into stage

3

(18)

51

1

34

(36)

27

(9)

New originations or purchases

3

297

n/a

n/a

297

265

n/a

n/a

265

Net repayments

3

9

(11)

(3)

(5)

28

(18)

(19)

(9)

Derecognition of financial assets (excluding

disposals and write-offs)

3

(161)

(155)

(100)

(416)

(163)

(121)

(106)

(390)

Changes to risk, parameters, and models

3

2

194

190

386

(125)

192

162

229

Disposals

Write-offs

(222)

(222)

(65)

(65)

Recoveries

15

15

8

8

Foreign exchange and other adjustments

18

30

(8)

40

33

18

(3)

48

Balance, including off-balance sheet instruments,

at end of period

1,170

1,778

480

3,428

1,261

1,441

362

3,064

Less: Allowance for off-balance sheet instruments

4

145

147

11

303

150

120

3

273

Balance at end of period

1,025

1,631

469

3,125

1,111

1,321

359

2,791

Total Allowance, including

off-balance sheet

instruments, at end of period

2,902

4,483

1,162

8,547

3,016

3,766

862

7,644

Less: Total Allowance for

off-balance sheet

instruments

4

423

568

11

1,002

465

532

3

1,000

Total Allowance for Loan Losses

at end of period

$

2,479

$

3,915

$

1,151

$

7,545

$

2,551

$

3,234

$

859

$

6,644

1

Includes allowance for loan losses related to ACI loans.

2

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

3

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

page in this Note.

4

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

Consolidated Balance Sheet.

TD BANK GROUP • SECOND QUARTER 2024

• REPORT TO SHAREHOLDERS

Page 67

The following table provides details on

the Bank’s allowance for loan losses by stage as

at and for the six months ended April 30,

2024 and April 30, 2023.

Allowance for Loan Losses by Stage

(millions of Canadian dollars)

For the six months ended

April 30, 2024

April 30, 2023

Stage 1

Stage 2

Stage 3

1

Total

Stage 1

Stage 2

Stage 3

1

Total

Residential Mortgages

Balance at beginning of period

$

154

$

192

$

57

$

403

$

127

$

140

$

56

$

323

Provision for credit losses

Transfer to Stage 1

2

68

(65)

(3)

56

(55)

(1)

Transfer to Stage 2

(17)

28

(11)

(14)

23

(9)

Transfer to Stage 3

(17)

17

(1)

(8)

9

Net remeasurement due to transfers into stage

3

(14)

13

(1)

(11)

11

New originations or purchases

4

15

n/a

n/a

15

16

n/a

n/a

16

Net repayments

5

(2)

(2)

(2)

(2)

(4)

Derecognition of financial assets (excluding

disposals and write-offs)

6

(3)

(12)

(23)

(38)

(2)

(8)

(6)

(16)

Changes to risk, parameters, and models

7

(71)

74

23

26

(52)

68

4

20

Disposals

Write-offs

(4)

(4)

(5)

(5)

Recoveries

1

1

1

1

Foreign exchange and other adjustments

(1)

1

3

3

(1)

(1)

Balance at end of period

$

129

$

214

$

60

$

403

$

116

$

169

$

49

$

334

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

2

273

(271)

(2)

306

(303)

(3)

Transfer to Stage 2

(130)

172

(42)

(100)

137

(37)

Transfer to Stage 3

(6)

(122)

128

(4)

(95)

99

Net remeasurement due to transfers into stage

3

(117)

157

4

44

(101)

103

5

7

New originations or purchases

4

176

n/a

n/a

176

198

n/a

n/a

198

Net repayments

5

(36)

(45)

(7)

(88)

(23)

(44)

(6)

(73)

Derecognition of financial assets (excluding

disposals and write-offs)

6

(33)

(46)

(26)

(105)

(35)

(47)

(17)

(99)

Changes to risk, parameters, and models

7

(126)

294

548

716

(218)

277

353

412

Disposals

Write-offs

(717)

(717)

(520)

(520)

Recoveries

154

154

143

143

Foreign exchange and other adjustments

(1)

(3)

1

(3)

(2)

(3)

(1)

(6)

Balance, including off-balance sheet instruments,

at end of period

688

1,146

238

2,072

675

921

170

1,766

Less: Allowance for off-balance sheet instruments

8

30

55

85

37

51

88

Balance at end of period

$

658

$

1,091

$

238

$

1,987

$

638

$

870

$

170

$

1,678

Credit Card

9

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

2

509

(494)

(15)

569

(558)

(11)

Transfer to Stage 2

(176)

212

(36)

(162)

188

(26)

Transfer to Stage 3

(11)

(462)

473

(10)

(343)

353

Net remeasurement due to transfers into stage

3

(226)

260

13

47

(266)

248

10

(8)

New originations or purchases

4

79

n/a

n/a

79

97

n/a

n/a

97

Net repayments

5

14

6

35

55

62

1

28

91

Derecognition of financial assets (excluding

disposals and write-offs)

6

(20)

(34)

(172)

(226)

(22)

(41)

(111)

(174)

Changes to risk, parameters, and models

7

(236)

586

548

898

(255)

554

359

658

Disposals

Write-offs

(930)

(930)

(671)

(671)

Recoveries

158

158

143

143

Foreign exchange and other adjustments

(6)

(6)

(2)

(14)

(3)

(5)

(8)

Balance, including off-balance sheet instruments,

at end of period

915

1,345

384

2,644

964

1,235

281

2,480

Less: Allowance for off-balance sheet instruments

8

248

366

614

278

361

639

Balance at end of period

$

667

$

979

$

384

$

2,030

$

686

$

874

$

281

$

1,841

1

Includes allowance for loan losses related to ACI loans.

2

Transfers represent stage transfer movements prior to ECL remeasurement.

3

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.

4

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

5

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

on loans outstanding.

6

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.

7

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.

8

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

Consolidated Balance Sheet.

9

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 • SECOND QUARTER 2024

• REPORT TO SHAREHOLDERS

Page 68

Allowance for Loan Losses by Stage

(Continued)

(millions of Canadian dollars)

For the six months ended

April 30, 2024

April 30, 2023

Stage 1

Stage 2

Stage 3

1

Total

Stage 1

Stage 2

Stage 3

1

Total

Business and Government

2

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

3

114

(114)

222

(220)

(2)

Transfer to Stage 2

(283)

290

(7)

(283)

289

(6)

Transfer to Stage 3

(16)

(135)

151

(9)

(39)

48

Net remeasurement due to transfers into stage

3

(39)

93

5

59

(64)

51

(13)

New originations or purchases

3

568

n/a

n/a

568

597

n/a

n/a

597

Net repayments

3

17

(19)

(29)

(31)

32

(39)

(43)

(50)

Derecognition of financial assets (excluding

disposals and write-offs)

3

(333)

(254)

(145)

(732)

(351)

(272)

(239)

(862)

Changes to risk, parameters, and models

3

(160)

396

377

613

(116)

256

353

493

Disposals

Write-offs

(346)

(346)

(108)

(108)

Recoveries

26

26

20

20

Foreign exchange and other adjustments

(17)

(22)

(39)

13

(2)

(8)

3

Balance, including off-balance sheet instruments,

at end of period

1,170

1,778

480

3,428

1,261

1,441

362

3,064

Less: Allowance for off-balance sheet instruments

4

145

147

11

303

150

120

3

273

Balance at end of period

1,025

1,631

469

3,125

1,111

1,321

359

2,791

Total Allowance, including

off-balance sheet

instruments, at end of period

2,902

4,483

1,162

8,547

3,016

3,766

862

7,644

Less: Total Allowance for

off-balance sheet

instruments

4

423

568

11

1,002

465

532

3

1,000

Total Allowance for Loan Losses

at end of period

$

2,479

$

3,915

$

1,151

$

7,545

$

2,551

$

3,234

$

859

$

6,644

1

Includes allowance for loan losses related to ACI loans.

2

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

3

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

page in this Note.

4

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 April 30, 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 is

contributing 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 modest increase

in the unemployment rate.

Macroeconomic Variables

As at

April 30, 2024

Base Forecast

Upside Scenario

Downside Scenario

Average

Remaining

Average

Remaining

Average

Remaining

Q2 2024-

4-year

Q2 2024-

4-year

Q2 2024-

4-year

Q1 2025

1

period

1

Q1 2025

1

period

1

Q1 2025

1

period

1

Unemployment rate

Canada

6.5

%

6.1

%

5.8

%

5.8

%

7.3

%

7.3

%

United States

4.1

4.0

3.8

3.9

5.1

5.3

Real GDP

Canada

1.1

1.9

1.5

1.9

(0.8)

2.2

United States

2.0

1.9

2.6

1.9

2.2

Home prices

Canada (average existing price)

2

1.5

2.9

1.9

2.9

(9.6)

3.2

United States (CoreLogic HPI)

3

3.0

2.7

3.5

2.8

(8.2)

4.0

Central bank policy interest rate

Canada

4.25

2.31

4.88

2.44

3.50

1.78

United States

4.94

2.84

5.38

2.94

4.00

2.28

U.S. 10-year treasury yield

3.86

3.21

4.20

3.32

3.67

3.17

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

1.70

1.81

1.49

1.74

2.40

2.09

Exchange rate (U.S. dollar/Canadian dollar)

$

0.74

$

0.80

$

0.77

$

0.81

$

0.71

$

0.74

1

The numbers represent average values for the quoted periods, and average of year-on-year growth for real GDP and home prices.

2

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.

3

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 • SECOND QUARTER 2024

• REPORT TO SHAREHOLDERS

Page 69

(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

April 30, 2024

October 31, 2023

Probability-weighted ECLs

$

7,385

$

7,149

Base ECLs

6,849

6,658

Difference – in amount

$

536

$

491

Difference – in percentage

7.8

%

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

April 30, 2024

October 31, 2023

Probability-weighted ECLs

$

7,385

$

7,149

All performing loans and off-balance sheet instruments

using 12-month ECLs

5,403

5,295

Incremental lifetime ECLs impact

$

1,982

$

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 $

76

million as at April 30, 2024 (October 31, 2023 – $

59

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

1

(millions of Canadian dollars)

As at

April 30, 2024

October 31, 2023

31-60

61-89

31-60

61-89

days

days

Total

days

days

Total

Residential mortgages

$

284

$

97

$

381

$

286

$

81

$

367

Consumer instalment and other personal

862

330

1,192

870

287

1,157

Credit card

337

245

582

359

242

601

Business and government

234

121

355

264

103

367

Total

$

1,717

$

793

$

2,510

$

1,779

$

713

$

2,492

1

Includes loans that are measured at FVOCI.

TD BANK GROUP • SECOND QUARTER 2024

• REPORT TO SHAREHOLDERS

Page 70

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 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 April 30, 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 $

23

billion (US$

17

billion) (October 31, 2023 –

$

16

billion (US$

12

billion)) based on the closing price of US$

73.95

(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 $

9.9

billion as at April 30, 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 $

194

million and $

335

million during the three and six months ended

April 30, 2024, respectively (three and

six months ended April 30, 2023 –

$

241

million and $

526

million, respectively), reflects net income

after adjustments for amortization of

certain intangibles net of tax.

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

March 31

September 30

2024

2023

Total assets

$

634,593

$

644,139

Total liabilities

577,180

592,923

(millions of Canadian dollars)

For the three months ended

For the six months ended

March 31

March 31

March 31

March 31

2024

2023

2024

2023

Total net revenues

$

6,393

$

6,915

$

12,466

$

14,380

Total net income available to common stockholders

1,687

2,072

2,948

4,544

Total other comprehensive income (loss)

749

2,610

4,319

3,331

Total comprehensive income (loss)

2,436

4,682

7,267

7,875

Insured Deposit Account (“IDA”) 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$

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”

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$

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 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$

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.

TD BANK GROUP • SECOND QUARTER 2024

• REPORT TO SHAREHOLDERS

Page 71

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 April 30, 2024, assets of $

736

million (October 31, 2023 – $

1,958

million) and liabilities of $

320

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

April 30

October 31

2024

2023

Accounts receivable and other items

1

$

13,309

$

13,893

Accrued interest

5,580

5,504

Current income tax receivable

4,259

4,814

Defined benefit asset

936

1,254

Reinsurance contract assets

719

702

Prepaid expenses

2

1,607

1,462

Total

2

$

26,410

$

27,629

1

Includes assets related to disposal groups classified as held for sale in connection with the Cowen acquisition. Refer

to Note 8 for further details.

2

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

TD BANK GROUP • SECOND QUARTER 2024

• REPORT TO SHAREHOLDERS

Page 72

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 April 30, 2024, was $

518

billion (October 31, 2023 – $

512

billion).

Deposits

(millions of Canadian dollars)

As at

April 30

October 31

By Type

By Country

2024

2023

Demand

Notice

Term

1

Canada

United States

International

Total

Total

Personal

$

16,583

$

475,841

$

136,559

$

331,478

$

297,505

$

$

628,983

$

626,596

Banks

11,986

397

20,080

20,385

11,222

856

32,463

31,225

Business and government

2

133,913

188,769

219,643

381,588

157,482

3,255

542,325

540,369

162,482

665,007

376,282

733,451

466,209

4,111

1,203,771

1,198,190

Trading

31,221

23,623

2,667

4,931

31,221

30,980

Designated at fair value through

profit or loss

3

187,885

49,127

70,510

68,248

187,885

191,988

Total

$

162,482

$

665,007

$

595,388

$

806,201

$

539,386

$

77,290

$

1,422,877

$

1,421,158

Non-interest-bearing deposits

included above

4

Canada

$

55,617

$

61,581

United States

72,766

76,376

International

23

Interest-bearing deposits

included above

4

Canada

750,584

712,283

United States

5

466,620

482,247

International

77,290

88,648

Total

2,6

$

1,422,877

$

1,421,158

1

Includes $

101.1

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.

2

Includes $

66.1

billion relating to covered bondholders (October 31, 2023 – $

57.0

billion).

3

Financial liabilities designated at FVTPL on the Consolidated Balance Sheet also includes $

219.9

million (October 31, 2023 – $

142.3

million) of loan commitments and financial

guarantees designated at FVTPL.

4

The geographical splits of the deposits are based on the point of origin of the deposits.

5

Includes $

9.6

billion (October 31, 2023 – $

13.9

billion) of U.S. federal funds deposited and $

11.0

billion (October 31, 2023 – $

9.0

billion) of deposits and advances with the FHLB.

6

Includes deposits of $

765.0

billion (October 31, 2023 – $

779.9

billion) denominated in U.S. dollars and $

119.4

billion (October 31, 2023 – $

115.0

billion) denominated in other foreign

currencies.

NOTE 11: OTHER LIABILITIES

Other Liabilities

(millions of Canadian dollars)

As at

April 30

October 31

2024

2023

Accounts payable, accrued expenses, and

other items

1,2

$

7,350

$

8,314

Accrued interest

4,867

4,421

Accrued salaries and employee benefits

4,166

4,993

Cheques and other items in transit

2

1,386

2,245

Current income tax payable

127

162

Deferred tax liabilities

213

204

Defined benefit liability

1,297

1,244

Lease liabilities

5,116

5,050

Liabilities related to structured entities

19,180

17,520

Provisions

(Note 19)

4,448

3,421

Total

2

$

48,150

$

47,574

1

Includes liabilities related to disposal groups classified as held for sale in connection with the Cowen acquisition.

Refer to Note 8 for further details.

2

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

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

60

nor less

than

10

days’ notice to holders.

TD BANK GROUP • SECOND QUARTER 2024

• REPORT TO SHAREHOLDERS

Page 73

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 six months ended April 30, 2024 and

April 30, 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 six months ended

April 30, 2024

April 30, 2023

April 30, 2024

April 30, 2023

Number

Number

Number

Number

of shares

Amount

of shares

Amount

of shares

Amount

of shares

Amount

Common Shares

Balance as at beginning of period

1,772.8

$

25,318

1,830.0

$

25,094

1,791.4

$

25,434

1,821.7

$

24,363

Proceeds from shares issued on exercise

of stock options

0.4

24

0.7

45

1.0

66

1.1

71

Shares issued as a result of dividend

reinvestment plan

1.6

132

8.9

713

3.3

269

16.8

1,418

Purchase of shares for cancellation and other

(15.2)

(217)

(36.1)

(512)

Balance as at end of period – common shares

1,759.6

$

25,257

1,839.6

$

25,852

1,759.6

$

25,257

1,839.6

$

25,852

Preferred Shares and Other Equity Instruments

Preferred Shares – Class A

Balance as at beginning of period

143.6

$

5,200

159.6

$

5,600

143.6

$

5,200

159.6

$

5,600

Redemption of shares

1

(14.0)

(350)

(14.0)

(350)

Balance as at end of period

129.6

$

4,850

159.6

$

5,600

129.6

$

4,850

159.6

$

5,600

Other Equity Instruments

2

Balance

as at beginning and end of period

5.0

$

5,653

5.0

$

5,653

5.0

$

5,653

5.0

$

5,653

Balance as at end of period – preferred

shares

and other equity instruments

134.6

$

10,503

164.6

$

11,253

134.6

$

10,503

164.6

$

11,253

Treasury – common shares

3

Balance

as at beginning of period

0.7

$

(58)

1.1

$

(103)

0.7

$

(64)

1.0

$

(91)

Purchase of shares

26.7

(2,154)

26.5

(2,235)

64.2

(5,250)

46.9

(4,051)

Sale of shares

(27.1)

2,188

(26.5)

2,239

(64.6)

5,290

(46.8)

4,043

Balance as at end of period – treasury

– common shares

0.3

$

(24)

1.1

$

(99)

0.3

$

(24)

1.1

$

(99)

Treasury – preferred shares and

other equity instruments

3

Balance as at beginning of period

0.1

$

(27)

0.1

$

(9)

0.1

$

(65)

0.1

$

(7)

Purchase of shares and other equity instruments

1.5

(153)

1.0

(185)

3.2

(251)

2.0

(326)

Sale of shares and other equity instruments

(1.5)

172

(1.0)

184

(3.2)

308

(2.0)

323

Balance as at end of period – treasury

– preferred shares and other equity

instruments

0.1

$

(8)

0.1

$

(10)

0.1

$

(8)

0.1

$

(10)

1

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.

2

For Limited Recourse Capital Notes, the number of shares represents the number of notes issued.

3

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.

DIVIDENDS

On May 22, 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 July 31, 2024, payable on

and after July 31, 2024, to shareholders

of record at the close of business on July 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 or

purchased from the open market at market

price.

During the three and six months ended April 30,

2024, the Bank issued

1.6

million and

3.3

million common shares, respectively, from treasury with no discount.

During the three and six months ended April 30,

2023, the Bank issued

8.9

million and

16.8

million common shares, respectively, from treasury with a

2

% 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

90

million of its common shares. The NCIB commenced

on August 31, 2023, and during the

three months ended April 30, 2024, the Bank

repurchased

15.2

million common shares under the NCIB, at

an average price of $

80.10

per share for a total amount of $

1.2

billion. During the six months ended April

30, 2024,

the Bank repurchased

36.1

million common shares under the NCIB, at an

average price of $

81.43

per share for a total amount of $

2.9

billion. From the

commencement of the NCIB to April

30, 2024, the Bank repurchased

58

million shares under the program.

TD BANK GROUP • SECOND QUARTER 2024

• REPORT TO SHAREHOLDERS

Page 74

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 six months ended

April 30, 2024

April 30, 2023

April 30, 2024

April 30, 2023

Insurance revenue

$

1,665

$

1,514

$

3,341

$

3,056

Insurance service expenses

1,248

1,118

2,614

2,282

Insurance service result before reinsurance

contracts held

417

396

727

774

Net income (expense) from reinsurance

contracts held

(31)

(38)

(19)

(84)

Insurance service result

$

386

$

358

$

708

$

690

For the three and six months ended April

30, 2024, the Bank recognized insurance

finance expenses of $

58

million and $

180

million, respectively (three and six

months ended April 30, 2023 – $

59

million and $

184

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 on securities supporting

insurance contracts was $

35

million and $

163

million, respectively, for the three and six months ended

April 30, 2024 (three and six months ended

April 30, 2023 – $

56

million and $

206

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

April 30, 2024

April 30, 2023

Liability for

Liability for

Liability for

Liability for

remaining coverage

incurred claims

Total

remaining coverage

incurred claims

Total

Estimates

Estimates

of the

of the

present

present

Excluding

value of

Excluding

value of

loss

Loss

future

Risk

loss

Loss

future

Risk

component

component

cash flows

adjustment

component

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

$

630

$

119

$

4,723

$

220

$

5,692

$

551

$

130

$

4,608

$

206

$

5,495

For property and casualty contracts,

during the three and six months ended April

30, 2024, the Bank recognized insurance

revenue of $

1,305

million and

$

2,631

million, respectively (three and six months

ended April 30, 2023 – $

1,170

million and $

2,358

million, respectively), insurance service expenses

of

$

1,033

million and $

2,204

million, respectively (three and six months ended

April 30, 2023 – $

925

million and $

1,903

million, respectively), and insurance finance

expenses of $

77

million and $

198

million, respectively (three and six months ended

April 30, 2023 – $

79

million and $

200

million, respectively).

Other insurance liabilities were $

132

million as at April 30, 2024 (October 31, 2023 –

$

127

million) and include life and health insurance

contract liabilities of

$

112

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

1

to

10 years

range from

5.3

% to

4.9

% as at April 30, 2024 (October 31, 2023 –

5.7

% to

5.5

%).

TD BANK GROUP • SECOND QUARTER 2024

• REPORT TO SHAREHOLDERS

Page 75

NOTE 15: SHARE-BASED COMPENSATION

For the three and six months ended April

30, 2024, the Bank recognized compensation

expense for stock option awards of $

10.4

million and $

20.5

million,

respectively (three and six months ended April

30, 2023 – $

9.6

million and $

22.2

million, respectively). During the three months

ended April 30, 2024 and

April 30, 2023,

nil

stock options were granted by the Bank.

During the six months ended April 30, 2024,

2.5

million (six months ended April 30, 2023 –

2.5

million)

stock options were granted by the Bank at

a weighted-average fair value of $

14.36

per option (April 30, 2023 – $

14.70

per option).

The following table summarizes the assumptions

used for estimating the fair value of options

for the six months ended April 30, 2024 and

April 30, 2023.

Assumptions Used for Estimating the

Fair Value of Options

(in Canadian dollars, except as noted)

For the six months ended

April 30

April 30

2024

2023

Risk-free interest rate

3.41

%

2.87

%

Option contractual life

10 years

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 six months ended April 30, 2024 and

April 30, 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

1

For the three months ended

April 30

April 30

April 30

April 30

April 30

April 30

2024

2023

2024

2023

2024

2023

Service cost – benefits earned

$

54

$

62

$

1

$

1

$

4

$

4

Net interest cost (income) on net defined

benefit liability (asset)

(21)

(25)

5

5

6

5

Interest cost on asset limitation and minimum

funding

requirement

3

5

1

1

Past service cost

2

35

Defined benefit administrative expenses

2

3

1

2

Total

$

73

$

45

$

6

$

6

$

12

$

12

For the six months ended

April 30

April 30

April 30

April 30

April 30

April 30

2024

2023

2024

2023

2024

2023

Service cost – benefits earned

$

108

$

124

$

2

$

2

$

8

$

8

Net interest cost (income) on net defined

benefit liability (asset)

(41)

(50)

10

10

12

11

Interest cost on asset limitation and minimum

funding

requirement

6

10

2

2

Past service cost

2

35

Defined benefit administrative expenses

4

5

2

3

Total

$

112

$

89

$

12

$

12

$

24

$

24

1

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.

2

Relates to the Pension Fund Society that was modified during the quarter.

The following table summarizes expenses for

the Bank’s defined contribution plans for the three

and six months ended April 30, 2024 and

April 30, 2023.

Defined Contribution Plan Expenses

(millions of Canadian dollars)

For the three months ended

For the six months ended

April 30

April 30

April 30

April 30

2024

2023

2024

2023

Defined contribution pension plans

1

$

73

$

62

$

158

$

126

Government pension plans

2

132

121

329

294

Total

$

205

$

183

$

487

$

420

1

Includes defined contribution portion of the TD Pension Plan (Canada) and TD Bank, N.A. defined contribution 401(k)

plan.

2

Includes Canada Pension Plan, Quebec Pension Plan, and Social Security under the U.S.

Federal Insurance Contributions Act

.

TD BANK GROUP • SECOND QUARTER 2024

• REPORT TO SHAREHOLDERS

Page 76

The following table summarizes the remeasurements

recognized in OCI for the Bank’s principal pension

and post-retirement defined benefit plans and

certain of

the Bank’s other material defined benefit pension

plans, for the three and six months ended

April 30, 2024 and April

30, 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

April 30

April 30

April 30

April 30

April 30

April 30

2024

2023

2024

2023

2024

2023

Remeasurement gain/(loss) – financial

$

439

$

(147)

$

13

$

(3)

$

18

$

Remeasurement gain/(loss) – return on plan

assets less

interest income

(524)

38

Change in asset limitation and minimum

funding requirement

24

63

Total

$

(61)

$

(46)

$

13

$

(3)

$

18

$

For the six months ended

April 30

April 30

April 30

April 30

April 30

April 30

2024

2023

2024

2023

2024

2023

Remeasurement gain/(loss) – financial

$

(685)

$

(529)

$

(23)

$

(27)

$

(25)

$

Remeasurement gain/(loss) – return on plan

assets less

interest income

276

424

Change in asset limitation and minimum

funding requirement

200

179

Total

$

(209)

$

74

$

(23)

$

(27)

$

(25)

$

1

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.

2

Changes in discount rates and return on plan assets are reviewed and updated on a quarterly basis. All other assumptions

are updated annually.

3

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 has been enacted or

substantively enacted in certain jurisdictions

in which the Bank operates. On May 2, 2024,

the Government of Canada introduced Bill

C-69, which includes the

Global Minimum Tax Act

addressing the Pillar Two model rules. The rules will

be effective for the Bank in Canada and other jurisdictions

for the fiscal year

beginning on November 1, 2024. The Bank

is assessing its potential exposure

to Pillar Two income taxes.

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.

During the quarter, the RQA reassessed the Bank for $

1

million of additional tax and interest in respect

of its 2018

taxation year. As at April 30, 2024, the CRA has reassessed

the Bank for $

1,661

million for the years 2011 to 2018, the RQA has reassessed the

Bank for

$

52

million for the years 2011 to 2018, and the ATRA has reassessed the Bank for $

71

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 • SECOND QUARTER 2024

• REPORT TO SHAREHOLDERS

Page 77

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

six months ended April 30, 2024 and April 30,

2023.

Basic and Diluted Earnings Per Share

1

(millions of Canadian dollars, except

as noted)

For the three months ended

For the six months ended

April 30

April 30

April 30

April 30

2024

2023

2024

2023

Basic earnings per share

Net income attributable to common shareholders

$

2,374

$

3,096

$

5,124

$

4,594

Weighted-average number of common shares outstanding

(millions)

1,762.8

1,828.3

1,769.8

1,824.4

Basic earnings per share

(Canadian dollars)

$

1.35

$

1.69

$

2.90

$

2.52

Diluted earnings per share

Net income attributable to common shareholders

$

2,374

$

3,096

$

5,124

$

4,594

Net income available to common shareholders

including impact of dilutive securities

2,374

3,096

5,124

4,594

Weighted-average number of common shares outstanding

(millions)

1,762.8

1,828.3

1,769.8

1,824.4

Effect of dilutive securities

Stock options potentially exercisable (millions)

2

1.3

2.0

1.4

2.2

Weighted-average number of common shares outstanding

– diluted (millions)

1,764.1

1,830.3

1,771.2

1,826.6

Diluted earnings per share

(Canadian dollars)

2

$

1.35

$

1.69

$

2.89

$

2.52

1

Amounts for the three and six months ended April 30, 2023 have been restated for the adoption of IFRS 17. Refer

to Note 2 for details.

2

For the three and six months ended April 30, 2024, the computation of diluted earnings per share excluded average

options outstanding of

7.3

million and

6.7

million, respectively, with a

weighted-average exercise price of $

89.14

and $

89.93

, respectively, as the option price was greater than

the average market price of the Bank’s common shares. For the three and six

months ended April 30, 2023, the computation of diluted earnings per share excluded average options outstanding

of

4.9

million and

4.2

million, respectively, with a weighted-average

exercise price of $

92.89

and $

93.29

, respectively, as the option price was greater

than the average market price of the Bank’s common shares.

TD BANK GROUP • SECOND QUARTER 2024

• REPORT TO SHAREHOLDERS

Page 78

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 second quarter of 2024 to reduce

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

measures, the Bank incurred $

165

million and $

456

million of restructuring charges during

the three and six months ended April 30,

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.

(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 April 30, 2024, the

Bank’s RPL is

from

zero

to approximately $

1.31

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.

The Bank has been responding to formal and

informal inquiries from regulatory authorities

and law enforcement concerning its

Bank Secrecy Act

/anti-money

laundering compliance program, both generally

and in connection with specific clients,

counterparties, or incidents in the U.S., including

in connection with an

investigation by the United States Department

of Justice. The Bank is cooperating

with such authorities and is pursuing efforts

to enhance its

Bank Secrecy

Act

/anti-money laundering compliance program.

In the second quarter, the Bank recorded 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’s regulatory and law enforcement

discussions with three U.S. regulators (including

the regulator

previously referenced) and the U.S.

Department of Justice are ongoing. The Bank

anticipates non-monetary penalties and

additional monetary

penalties. This provision does not reflect

the final aggregate amount of potential

monetary penalties or any non-monetary

penalties, which are unknown and not

reliably estimable at this time.

The Bank and certain of its subsidiaries have

reached a settlement in principle relating

to a civil matter, pursuant to which the Bank has recorded

a provision

of $

274

million in the quarter.

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 • SECOND QUARTER 2024

• REPORT TO SHAREHOLDERS

Page 79

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 six months ended

April 30, 2024 and April 30, 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

3

Corporate

3

Total

For the three months ended April 30

2024

2023

2024

2023

2024

2023

2024

2023

2024

2023

2024

2023

Net interest income (loss)

$

3,812

$

3,377

$

2,841

$

3,034

$

304

$

258

$

189

$

498

$

319

$

261

$

7,465

$

7,428

Non-interest income (loss)

1,027

1,027

606

523

2,810

2,543

1,751

919

160

(43)

6,354

4,969

Total revenue

4,839

4,404

3,447

3,557

3,114

2,801

1,940

1,417

479

218

13,819

12,397

Provision for (recovery of)

credit losses

467

247

380

190

1

55

12

169

149

1,071

599

Insurance service expenses

1,248

1,118

1,248

1,118

Non-interest expenses

1,957

1,903

2,597

2,022

1,027

963

1,430

1,189

1,390

679

8,401

6,756

Income (loss) before income taxes

and share of net income from

investment in Schwab

2,415

2,254

470

1,345

839

719

455

216

(1,080)

(610)

3,099

3,924

Provision for (recovery of)

income taxes

676

629

73

189

218

195

94

66

(332)

(220)

729

859

Share of net income from

investment in Schwab

4,5

183

250

11

(9)

194

241

Net income (loss)

$

1,739

$

1,625

$

580

$

1,406

$

621

$

524

$

361

$

150

$

(737)

$

(399)

$

2,564

$

3,306

For the six months ended April 30

2024

2023

2024

2023

2024

2023

2024

2023

2024

2023

2024

2023

Net interest income (loss)

$

7,645

$

6,916

$

5,740

$

6,201

$

589

$

541

$

387

$

1,023

$

592

$

480

$

14,953

$

15,161

Non-interest income (loss)

2,078

2,077

1,210

1,083

5,660

5,175

3,333

1,739

299

(637)

12,580

9,437

Total revenue

9,723

8,993

6,950

7,284

6,249

5,716

3,720

2,762

891

(157)

27,533

24,598

Provision for (recovery of)

credit losses

890

574

765

390

1

65

44

352

280

2,072

1,289

Insurance service expenses

2,614

2,282

2,614

2,282

Non-interest expenses

3,941

3,766

5,007

4,062

2,074

1,972

2,930

2,072

2,479

2,996

16,431

14,868

Income (loss) before income taxes

and share of net income from

investment in Schwab

4,892

4,653

1,178

2,832

1,561

1,461

725

646

(1,940)

(3,433)

6,416

6,159

Provision for (recovery of)

income taxes

1,368

1,299

68

393

385

383

159

165

(617)

(442)

1,363

1,798

Share of net income from

investment in Schwab

4,5

377

551

(42)

(25)

335

526

Net income (loss)

$

3,524

$

3,354

$

1,487

$

2,990

$

1,176

$

1,078

$

566

$

481

$

(1,365)

$

(3,016)

$

5,388

$

4,887

1

Amounts for the three and six months ended April 30, 2023 have been restated for the adoption of IFRS 17. Refer

to Note 2 for details.

2

The retailer program partners’ share of revenues and credit losses is presented in the Corporate segment, with an

offsetting amount (representing the partners’ net share) recorded in

Non-interest expenses, resulting in no impact to Corporate reported Net income (loss). The Net income (loss) included

in the U.S. Retail segment includes only the portion of revenue and

credit losses attributable to the Bank under the agreements.

3

Net interest income within Wholesale Banking is calculated on a taxable equivalent basis (TEB). The TEB adjustment

reflected in Wholesale Banking is reversed in the Corporate

segment.

4

The after-tax amounts for amortization of acquired intangibles, the Bank’s share of acquisition and integration

charges associated with Schwab’s acquisition of TD Ameritrade, the Bank’s

share of Schwab’s restructuring charges, and the Bank’s share of Schwab’s FDIC

special assessment charge are recorded in the Corporate segment.

5

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

Note 7 for further details.

Total Assets by Business Segment

1

(millions of Canadian dollars)

Canadian

Wealth

Personal and

Management

Wholesale

Commercial Banking

U.S. Retail

and Insurance

Banking

Corporate

Total

As at April 30, 2024

Total assets

$

572,130

$

563,351

$

22,522

$

670,663

$

138,002

$

1,966,668

As at October 31, 2023

Total assets

$

560,303

$

560,585

$

22,293

$

673,398

$

138,560

$

1,955,139

1

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

TD BANK GROUP • SECOND QUARTER 2024

• REPORT TO SHAREHOLDERS

Page 80

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 six months ended

April 30, 2024

April 30, 2023

April 30, 2024

April 30, 2023

Measured at amortized cost

1

$

19,694

$

16,634

$

39,260

$

32,161

Measured at FVOCI – Debt instruments

1

965

795

1,898

1,516

20,659

17,429

41,158

33,677

Measured or designated at FVTPL

2,247

1,797

4,497

3,553

Measured at FVOCI – Equity instruments

90

81

154

133

Total

$

22,996

$

19,307

$

45,809

$

37,363

1

Interest income is calculated using EIRM.

Interest Expense

(millions of Canadian dollars)

For the three months ended

For the six months ended

April 30, 2024

April 30, 2023

April 30, 2024

April 30, 2023

Measured at amortized cost

1

$

12,504

$

9,613

$

24,696

$

18,283

Measured or designated at FVTPL

3,027

2,266

6,160

3,919

Total

$

15,531

$

11,879

$

30,856

$

22,202

1

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

1

% 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 six months ended April 30,

2024.

The following table summarizes the Bank’s regulatory

capital positions as at April 30, 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

April 30

October 31

2024

2023

Capital

Common Equity Tier 1 Capital

$

80,841

$

82,317

Tier 1 Capital

90,988

92,752

Total Capital

102,973

103,648

Risk-weighted assets used in the calculation

of capital ratios

602,825

571,161

Capital and leverage ratios

Common Equity Tier 1 Capital ratio

13.4

%

14.4

%

Tier 1 Capital ratio

15.1

16.2

Total Capital ratio

17.1

18.1

Leverage ratio

4.3

4.4

TLAC Ratio

30.6

32.7

TLAC Leverage Ratio

8.7

8.9

TD BANK GROUP • SECOND QUARTER 2024

• REPORT TO SHAREHOLDERS

Page 81

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

of

shareholder materials or stopping (or resuming)

receiving annual and quarterly reports

Transfer Agent:

TSX Trust Company

301-100 Adelaide Street West

Toronto, ON M5H 4H1

1-800-387-0825 (Canada and U.S. only)

or 416-682-3860

Facsimile: 1-888-249-6189

shareholderinquiries@tmx.com or www.tsxtrust.com

Hold your TD shares through the

Direct Registration System

in the United States

Missing dividends, lost share certificates, estate

questions, address changes to the share register,

eliminating duplicate mailings of shareholder

materials or stopping (or resuming) receiving

annual

and quarterly reports

Co-Transfer Agent and Registrar:

Computershare Trust Company, N.A.

P.O. Box 43006

Providence, RI 02940-3006

or

Computershare Trust Company,

N.A.

150 Royall Street

Canton, MA 02021

1-866-233-4836

TDD for hearing impaired: 1-800-231-5469

Shareholders outside of U.S.: 201-680-6578

TDD shareholders outside of U.S.: 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 May 23, 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 second 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 at

www.td.com/investor

on

May 23, 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 May 23, 2024,

until 11:59 p.m. ET on June 7, 2024,

by calling 905-694-9451

or 1-800-408-3053 (toll free). The passcode

is 7300743#.

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 APRIL 30, 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 April 30, 2024 and adjusted to a before-tax

equivalent using an effective tax rate of 20.5%

for the twelve months ended April 30, 2024,

amounted to

$671.5 million. The Bank’s interest and dividend requirements

on all subordinated notes and debentures,

preferred shares and liabilities for preferred

shares and

other equity instruments and capital trust

securities, after adjustment for new issues and

retirement, amounted to $1,063.9 million

for the twelve months ended

April 30, 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 $13,562 million for the twelve

months ended April 30,

2024,

which was 12.7 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 April 30, 2024,

was $17,472 million, which was 16.4 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 second 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

1

For the three months ended

For the year ended

April 30, 2024

January 31, 2024

October 31, 2023

Return on Assets – reported

2

0.50

%

0.56

%

0.52

%

Return on Assets – adjusted

3

0.76

0.73

0.75

Dividend Payout Ratio – reported

4

75.8

65.8

69.5

Dividend Payout Ratio – adjusted

5

50.0

50.7

48.5

Equity to Asset Ratio

6

5.8

5.7

5.9

1

The Bank prepares its consolidated financial statements in accordance with International Financial Reporting Standards

(IFRS), the current generally accepted accounting principles

(GAAP), and refers to results prepared in accordance with IFRS as the “reported” results. The Bank also

utilizes non-GAAP financial measures such as “adjusted” results (i.e. reported

results excluding “items of note”) and non-GAAP ratios to assess each of its businesses and measure overall Bank

performance. The Bank believes that non-GAAP financial measures

and non-GAAP ratios provide the reader with a better understanding of how management views the Bank’s

performance. Non-GAAP financial measures and ratios used in this

presentation are not defined terms under IFRS and, therefore, may not be comparable to similar terms used by other

issuers. See “Significant Events”

and “How We Performed” sections

of the Bank’s second quarter 2024 MD&A (available at www.td.com/investor

and www.sedar.com), 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.

2

Calculated as reported net income available to common shareholders divided by average total assets.

3

Calculated as adjusted net income available to common shareholders divided by average total assets.

4

Calculated as dividends declared per common share divided by reported basic earnings per share.

5

Calculated as dividends declared per common share divided by adjusted basic earnings per share.

6

Calculated as average total equity divided by average total assets.

ex994

ex994p1i0

TD BANK GROUP • SECOND QUARTER 2024

• EARNINGS NEWS RELEASE

Page 1

TD Bank Group Reports Second Quarter 2024 Results

Earnings News Release

Three and six months ended April 30, 2024

This quarterly Earnings News Release should

be read in conjunction with the Bank’s

unaudited second quarter 2024

Report to Shareholders for the three and

six

months ended April 30, 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 May 22, 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

is

available on the Bank’s website at http://www.td.com,

as well as on SEDAR+

at http://www.sedarplus.ca and on the U.S.

Securities and Exchange Commission’s

(SEC) website at http://www.sec.gov (EDGAR

filers section).

Reported results conform 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 Events” and “Non-GAAP

and Other Financial Measures” in

the “How We Performed” section of this document.

SECOND QUARTER FINANCIAL HIGHLIGHTS,

compared with the second quarter

last year:

Reported diluted earnings per share were

$1.35, compared with $1.69.

Adjusted diluted earnings per share were

$2.04, compared with $1.91.

Reported net income was $2,564 million,

compared with $3,306 million.

Adjusted net income was $3,789 million,

compared with $3,707 million.

YEAR-TO-DATE FINANCIAL HIGHLIGHTS, six months ended April

30, 2024, compared with the corresponding

period last year:

Reported diluted earnings per share were

$2.89, compared with $2.52.

Adjusted

diluted earnings per share were $4.04,

compared with $4.14.

Reported net income was $5,388 million,

compared with $4,887 million.

Adjusted net income was $7,426 million,

compared with $7,861 million.

SECOND QUARTER ADJUSTMENTS (ITEMS

OF NOTE)

The second quarter reported earnings figures

included the following items of note:

Amortization of acquired intangibles

of $72 million ($62 million after-tax

or 4 cents per share), compared with $79

million ($67 million after-tax or

3 cents per share) in the second quarter

last year.

Acquisition and integration charges

related to the Schwab transaction of $21

million ($16 million after-tax or 1 cent per

share), compared with

$30 million ($26 million after-tax or 1 cent

per share) in the second quarter last year.

Restructuring charges of $165 million ($122

million after-tax or 7 cents per share).

Acquisition and integration charges related

to the Cowen acquisition of $102 million

($80 million after-tax or 4 cents per share),

compared with

$73 million ($63 million after-tax or 4 cents

per share) in the second quarter last year.

Impact from the terminated FHN acquisition-related

capital hedging strategy of $64 million

($48 million after-tax or 3 cents

per share), compared with

$134 million ($101 million after-tax or 6 cents

per share) in the second quarter last year.

Civil matter provision/Litigation settlement

of $274 million ($205 million after-tax

or 11 cents per share), compared with $39 million ($28

million after-

tax or 2 cents per share) in the second

quarter last year.

FDIC special assessment of $103 million ($77

million after-tax or 4 cents per share).

Provision for investigations related to the

Bank’s AML program of $615 million ($615 million

after-tax or 35 cents per share).

TORONTO

, May 23, 2024 – TD Bank Group (“TD”

or the “Bank”) today announced its

financial results for the second quarter ended

April 30, 2024. Reported

earnings were $2.6 billion, down 22% compared

with the second quarter last year, and adjusted earnings

were $3.8 billion, up 2%.

“TD delivered strong second quarter results,

with earnings of $3.8 billion and solid momentum

across our franchise. We delivered significant

positive operating

leverage while continuing to invest in our business,

including our risk and control infrastructure,”

said Bharat Masrani, Group President

and Chief Executive Officer,

TD Bank Group.

Canadian Personal and Commercial

Banking delivered a strong quarter

driven by continued volume growth and

positive operating leverage

Canadian Personal and Commercial

Banking net income was $1,739 million, an

increase of 7% compared to the second

quarter last year. The increase reflects

revenue growth, partially offset by higher provisions

for credit losses and non-interest expenses.

Revenue was $4,839 million, an increase

of 10%, driven by

volume growth and margin expansion.

Canadian Personal and Commercial

Banking continued to build momentum, delivering

another strong quarter for New to Canada

account openings. TD increased

its support for international students with an

agreement with HDFC, India’s leading private

sector bank, to help attract new customers

with a simplified banking

experience. The Bank also established a new

collaboration with ApplyBoard, a Canadian

educational organization that helps international

students prepare their

finances to study in Canada. In addition,

TD Auto Finance was ranked #1 in Dealer Satisfaction

with Non-Prime and Prime Credit Non-Captive Automotive

Financing Lenders, according to the J.D.

Power 2024 Canada Dealer Financing

Satisfaction Study

1

.

The U.S. Retail Bank delivered operating

momentum with sequential earnings

and loan growth in a challenging environment

U.S. Retail reported net income was $580

million (US$433 million), a decrease of 59%

(58% in U.S. dollars) compared

with the second quarter last year. On an

adjusted basis, net income was $1,272 million,

a decline of 16% (17% in U.S. dollars).

TD Bank’s investment in The Charles Schwab Corporation

(“Schwab”)

contributed $183 million in earnings, a decrease

of 27% (26% in U.S. dollars) compared

with the second quarter last year.

1

TD Auto Finance received the highest score in the retail non-captive non-prime segment and the retail non-captive prime segment in the J.D. Power 2024 Canada Dealer Financing Satisfaction Study,

which measure Canadian auto dealers’ satisfaction with their auto finance providers. Visit jdpower.com/awards for more details.

TD BANK GROUP • SECOND QUARTER 2024

• EARNINGS NEWS RELEASE

Page 2

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

investment in Schwab, reported net income

of $397 million (US$297 million), a decrease

of 66% (65% in U.S.

dollars) from the second quarter last year, primarily reflecting

provisions for investigations related

to the Bank’s anti-money laundering program

and the Federal

Deposit Insurance Corporation (FDIC) Special

Assessment, partially offset by acquisition

and integration-related charges for the terminated

First Horizon

transaction in the second quarter last year. On an adjusted

basis net income was $1,089 million (US$803

million), a decrease of 14% (15% in

U.S. dollars) from

the second quarter last year, primarily reflecting higher

PCL and lower revenue.

The U.S. Retail Bank continued to deliver loan

growth while maintaining its through-the-cycle

underwriting standards, with total average

loan balances up 7%

compared with the second quarter last

year and up 1% from last quarter. Excluding sweep deposits,

total personal and business deposit average

balances were

down 1% year-over-year, reflecting competitive market conditions,

while quarter-over-quarter, personal and business deposit

average balances were flat. Overall,

the U.S. Retail Bank delivered balance sheet

stability in a challenging environment.

During the quarter, TD Bank, America’s Most Convenient Bank®

(TD AMCB) launched TD Complete Checking

and TD Early Pay, offering customers more flexible

banking options, including earlier access

to eligible direct deposits. TD AMCB surpassed

five million active mobile customers while continuing

to deliver new

features and capabilities that enhance

the customer experience. TD AMCB was

ranked 9

th

on Forbes’

list of

America’s Best Employers for Diversity 2024,

leading

its peers as the highest ranked financial institution.

Wealth Management and Insurance results reflect

strong business momentum

Wealth Management and Insurance net income

was $621 million, an increase of 19% compared

with the second quarter last year, as positive top-line momentum

was partially offset by higher insurance service

expenses. This quarter’s revenue growth

of 11% reflects insurance premium growth, and higher fee-based and

transaction revenue in the Wealth Management business.

Wealth Management and Insurance continued to invest

in client-centric innovation this quarter. TD Direct Investing

completed its migration of most active

traders

to the new TD Active Trader platform and TD Wealth Advice

continued to gain market share as it grows its

advisor network

2

. TD Asset Management launched

seven new actively managed fixed income

ETFs, showcasing the value of its proprietary

independent credit research capabilities, and

offering investors the

potential to earn a high rate of interest income.

In TD Insurance, Small Business Insurance

expanded its national reach to new customer

segments including

business professionals, healthcare, retail, small

manufacturing, and hospitality.

Wholesale Banking delivered record

revenue reflecting broad-based growth

across the business

Wholesale Banking reported net income for

the quarter was $361 million, an increase

of $211 million compared with the second quarter last year, reflecting higher

revenues, partially offset by higher non-interest

expenses. On an adjusted basis, net income

was $441 million, an increase of $228

million, or 107%. Revenue for

the quarter was $1,940 million, an increase

of $523 million, or 37%, compared with

the second quarter last year, reflecting higher trading-related

revenue,

underwriting fees, and lending revenue.

On April 1, TD Securities and TD Cowen

achieved an important milestone with

the implementation of a unified Investment

Banking, Capital Markets and Research

platform, integrating coverage models and streamlining

delivery of capabilities for clients.

Enhancements to TD’s anti-money laundering (AML)

program

The Bank has been cooperating with U.S. regulators

and authorities in good faith for many months

and is working diligently to bring these

investigations to

resolution so that investors can have more

clarity. A comprehensive overhaul of TD's U.S. AML program is

well underway, and will strengthen our program

globally.

Capital

TD’s Common Equity Tier 1 Capital ratio was 13.4%.

Conclusion

“Our businesses in Canada, the United States

and across the globe are well-positioned

to continue to meet the needs of our nearly

28 million customers and

clients. I would like to thank our 95,000 TD

bankers for everything they do to deliver

for all of our stakeholders,”

added Masrani.

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

on page 3.

2

Investor Economics Retail Brokerage and Distribution Quarterly Update, Winter 2023.

TD BANK GROUP • SECOND 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” 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 • SECOND QUARTER 2024

• EARNINGS NEWS RELEASE

Page 4

TABLE 1: FINANCIAL HIGHLIGHTS

(millions of Canadian dollars, except

as noted)

For the three months ended

For the six months ended

April 30

January 31

April 30

April 30

April 30

2024

2024

2023

2024

2023

Results of operations

Total revenue – reported

1

$

13,819

$

13,714

$

12,397

$

27,533

$

24,598

Total revenue – adjusted

1,2

13,883

13,771

12,570

27,654

25,647

Provision for (recovery of) credit losses

1,071

1,001

599

2,072

1,289

Insurance service expenses (ISE)

1

1,248

1,366

1,118

2,614

2,282

Non-interest expenses – reported

1

8,401

8,030

6,756

16,431

14,868

Non-interest expenses – adjusted

1,2

7,084

7,125

6,462

14,209

12,799

Net income – reported

1

2,564

2,824

3,306

5,388

4,887

Net income – adjusted

1,2

3,789

3,637

3,707

7,426

7,861

Financial position

(billions of Canadian dollars)

Total loans net of allowance for loan losses

$

928.1

$

904.3

$

849.6

$

928.1

$

849.6

Total assets

1,966.7

1,910.9

1,924.8

1,966.7

1,924.8

Total deposits

1,203.8

1,181.3

1,189.4

1,203.8

1,189.4

Total equity

112.0

112.4

116.2

112.0

116.2

Total risk-weighted assets

3

602.8

579.4

549.4

602.8

549.4

Financial ratios

Return on common equity (ROE) – reported

1,4

9.5

%

10.9

%

12.4

%

10.2

%

9.1

%

Return on common equity – adjusted

1,2

14.5

14.1

14.0

14.3

15.0

Return on tangible common equity (ROTCE)

1,2,4

13.0

14.9

16.5

13.9

12.3

Return on tangible common equity – adjusted

1,2

19.2

18.7

18.3

18.9

19.7

Efficiency ratio – reported

1,4

60.8

58.6

54.5

59.7

60.4

Efficiency ratio – adjusted, net of ISE

1,2,4,5

56.1

57.4

56.4

56.7

54.8

Provision for (recovery of) credit losses

as a % of net

average loans and acceptances

0.47

0.44

0.28

0.45

0.30

Common share information – reported

(Canadian dollars)

Per share earnings

1

Basic

$

1.35

$

1.55

$

1.69

$

2.90

$

2.52

Diluted

1.35

1.55

1.69

2.89

2.52

Dividends per share

1.02

1.02

0.96

2.04

1.92

Book value per share

4

57.69

57.34

57.08

57.69

57.08

Closing share price

6

81.67

81.67

82.07

81.67

82.07

Shares outstanding (millions)

Average basic

1,762.8

1,776.7

1,828.3

1,769.8

1,824.4

Average diluted

1,764.1

1,778.2

1,830.3

1,771.2

1,826.6

End of period

1,759.3

1,772.1

1,838.5

1,759.3

1,838.5

Market capitalization (billions of Canadian dollars)

$

143.7

$

144.7

$

150.9

$

143.7

$

150.9

Dividend yield

4

5.1

%

4.9

%

4.5

%

5.0

%

4.4

%

Dividend payout ratio

4

75.6

65.7

56.7

70.3

76.2

Price-earnings ratio

1,4

13.8

13.1

10.4

13.8

10.4

Total shareholder return (1 year)

4

4.5

(6.9)

(7.5)

4.5

(7.5)

Common share information – adjusted

(Canadian dollars)

1,2

Per share earnings

1

Basic

$

2.04

$

2.01

$

1.91

$

4.05

$

4.15

Diluted

2.04

2.00

1.91

4.04

4.14

Dividend payout ratio

49.9

%

50.7

%

50.2

%

50.3

%

46.2

%

Price-earnings ratio

1

10.5

10.6

9.8

10.5

9.8

Capital ratios

3

Common Equity Tier 1 Capital ratio

13.4

%

13.9

%

15.3

%

13.4

%

15.3

%

Tier 1 Capital ratio

15.1

15.7

17.3

15.1

17.3

Total Capital ratio

17.1

17.6

19.7

17.1

19.7

Leverage ratio

4.3

4.4

4.6

4.3

4.6

TLAC ratio

30.6

30.8

34.2

30.6

34.2

TLAC Leverage ratio

8.7

8.6

9.0

8.7

9.0

1

For the three and six months ended April 30, 2023, certain amounts have been restated for the adoption of IFRS

17,

Insurance Contracts

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

quarter 2024 Interim Consolidated Financial Statements for further details.

2

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 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.

3

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,

Leverage Requirements, and Total Loss

Absorbing Capacity (TLAC) guidelines. Refer to the “Capital Position” section in the second quarter of

2024 MD&A for further details.

4

For additional information about this metric, refer to the Glossary in the second quarter of 2024 MD&A, which is incorporated

by reference.

5

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 –

Q2 2024: $12,635 million, Q1 2024: $12,405 million, Q2 2023: $11,

452 million, 2024 YTD: $25,040 million,

2023 YTD: $23,365 million. Effective the first quarter of 2024, the composition

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

6

Toronto Stock Exchange closing market

price.

TD BANK GROUP • SECOND QUARTER 2024

• EARNINGS NEWS RELEASE

Page 5

SIGNIFICANT EVENTS

a) Provision for Investigations Related to the Bank’s AML Program

In the second quarter of 2024, the Bank recorded

an initial provision of $615 million (US$450

million) in connection with discussions

with one of its U.S. regulators,

related to previously disclosed regulatory and

law enforcement investigations of the

Bank’s U.S.

Bank Secrecy Act

(BSA)/Anti-Money Laundering (AML) program.

For further details, refer to Note 19 of the Bank’s

second quarter

2024 Interim Consolidated Financial

Statements.

b)

Restructuring Charges

The Bank continued to undertake certain

measures in the second quarter of 2024 to reduce

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

measures, the Bank incurred $165 million

of restructuring charges which primarily

relate to employee severance and other

personnel-related costs and real estate

optimization. Next quarter, we expect to incur additional restructuring

charges of approximately $50 million, and

to conclude our restructuring program.

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 has increased

compared to the amount

communicated with the final rule in November

  1. 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. The FDIC plans

to provide institutions subject to the special

assessment with an updated estimate

with its first quarter 2024 special assessment

invoice, to be released in June 2024.

TD BANK GROUP • SECOND QUARTER 2024

• EARNINGS NEWS RELEASE

Page 6

HOW WE PERFORMED

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

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, at a price of US$66.53

per share for proceeds of $2.5 billion (US$1.9

billion), 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 second 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.

TD BANK GROUP • SECOND QUARTER 2024

• EARNINGS NEWS RELEASE

Page 7

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 six months ended

April 30

January 31

April 30

April 30

April 30

2024

2024

2023

2024

2023

Net interest income

$

7,465

$

7,488

$

7,428

$

14,953

$

15,161

Non-interest income

1

6,354

6,226

4,969

12,580

9,437

Total revenue

1

13,819

13,714

12,397

27,533

24,598

Provision for (recovery of) credit losses

1,071

1,001

599

2,072

1,289

Insurance service expenses

1

1,248

1,366

1,118

2,614

2,282

Non-interest expenses

1

8,401

8,030

6,756

16,431

14,868

Income before income taxes and share

of net income from

investment in Schwab

1

3,099

3,317

3,924

6,416

6,159

Provision for (recovery of) income taxes

1

729

634

859

1,363

1,798

Share of net income from investment in

Schwab

194

141

241

335

526

Net income – reported

1

2,564

2,824

3,306

5,388

4,887

Preferred dividends and distributions on other

equity instruments

190

74

210

264

293

Net income available to common shareholders

1

$

2,374

$

2,750

$

3,096

$

5,124

$

4,594

1

For the three and six months ended April 30, 2023, certain amounts have been restated for the adoption of IFRS

  1. Refer to Note 2 of the Bank’s second quarter 2024 Interim

Consolidated Financial Statements for further details.

TD BANK GROUP • SECOND QUARTER 2024

• EARNINGS NEWS RELEASE

Page 8

The following table provides a reconciliation between

the Bank’s adjusted and reported results.

For further details refer to the “Significant

Events” section.

TABLE 3: NON-GAAP FINANCIAL MEASURES – Reconciliation

of Adjusted to Reported Net Income

(millions of Canadian dollars)

For the three months ended

For the six months ended

April 30

January 31

April 30

April 30

April 30

2024

2024

2023

2024

2023

Operating results – adjusted

Net interest income

1

$

7,529

$

7,545

$

7,610

$

15,074

$

15,472

Non-interest income

1,2,3

6,354

6,226

4,960

12,580

10,175

Total revenue

2

13,883

13,771

12,570

27,654

25,647

Provision for (recovery of) credit losses

1,071

1,001

599

2,072

1,289

Insurance service expenses

2

1,248

1,366

1,118

2,614

2,282

Non-interest expenses

2,4

7,084

7,125

6,462

14,209

12,799

Income before income taxes and share

of net income from

investment in Schwab

4,480

4,279

4,391

8,759

9,277

Provision for income taxes

920

872

967

1,792

2,027

Share of net income from investment in

Schwab

5

229

230

283

459

611

Net income – adjusted

2

3,789

3,637

3,707

7,426

7,861

Preferred dividends and distributions on other

equity instruments

190

74

210

264

293

Net income available to common shareholders

– adjusted

3,599

3,563

3,497

7,162

7,568

Pre-tax adjustments for items of note

Amortization of acquired intangibles

6

(72)

(94)

(79)

(166)

(133)

Acquisition and integration charges related

to the Schwab transaction

4,5

(21)

(32)

(30)

(53)

(64)

Share of restructuring and other charges

from investment in Schwab

5

(49)

(49)

Restructuring charges

4

(165)

(291)

(456)

Acquisition and integration-related charges

4

(102)

(117)

(73)

(219)

(94)

Charges related to the terminated First

Horizon (FHN) acquisition

4

(154)

(260)

Impact from the terminated FHN acquisition-related

capital hedging strategy

1

(64)

(57)

(134)

(121)

(1,010)

Civil matter provision/Litigation settlement

4

(274)

(39)

(274)

(1,642)

FDIC special assessment

4

(103)

(411)

(514)

Provision for investigations related to the

Bank’s AML program

4

(615)

(615)

Less: Impact of income taxes

Amortization of acquired intangibles

(10)

(15)

(12)

(25)

(20)

Acquisition and integration charges related

to the Schwab transaction

(5)

(6)

(4)

(11)

(10)

Restructuring charges

(43)

(78)

(121)

Acquisition and integration-related charges

(22)

(24)

(10)

(46)

(15)

Charges related to the terminated FHN acquisition

(38)

(64)

Impact from the terminated FHN acquisition-related

capital hedging strategy

(16)

(14)

(33)

(30)

(249)

Civil matter provision/Litigation settlement

(69)

(11)

(69)

(456)

FDIC special assessment

(26)

(101)

(127)

Canada Recovery Dividend (CRD) and

federal tax rate

increase for fiscal 2022

7

585

Total adjustments for items of note

(1,225)

(813)

(401)

(2,038)

(2,974)

Net income available to common shareholders

– reported

$

2,374

$

2,750

$

3,096

$

5,124

$

4,594

1

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 – Q2 2023: ($263) million,

Q1 2023:

($998) million, ii) basis adjustment amortization related to de-

designated fair value hedge accounting relationships, recorded in net interest income – Q2 2023: $129 million, Q1

2023: $122 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 – Q2 2023: $311 million, Q1 2023: $251

million. After the

termination of the merger agreement, the residual impact of the strategy is reversed through net interest income

– Q2 2024: ($64)

million, Q1 2024: ($57) million.

2

For the three and six months ended April 30, 2023, certain amounts have been restated for the adoption of IFRS

  1. Refer to Note 2 of the Bank’s second quarter 2024 Interim

Consolidated Financial Statements for further details.

3

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

i. Stanford litigation settlement – Q2 2023: $39 million. This reflects the foreign exchange

loss and is reported in the Corporate segment.

4

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

i.

Amortization of acquired intangibles – Q2 2024: $42 million, Q1 2024: $63 million, Q2 2023: $49 million, Q1 2023:

$24 million, reported in the Corporate segment;

ii. The Bank’s own integration and acquisition costs related to the Schwab

transaction – Q2 2024: $16 million, Q1 2024: $23 million, Q2 2023: $18 million, Q1 2023: $21 million

,

reported

in the Corporate segment;

iii. Restructuring charges – Q2 2024: $165 million,

Q1 2024: $291 million, reported in the Corporate segment;

iv. Acquisition and integration-related

charges – Q2 2024: $102 million, Q1 2024: $117

million, Q2 2023: $73 million, Q1 2023: $21 million, reported in the Wholesale Banking segment;

v. Charges related to the terminated

FHN acquisition – Q2 2023: $154 million, Q1 2023: $106 million, reported in the U.S. Retail

segment;

vi. Civil matter provision/Litigation settlement – Q2 2024: $274 million in respect of a

civil matter, Q1 2023: $1,603 million in respect of the Stanford

litigation settlement, reported in the

Corporate segment;

vii. FDIC special assessment – Q2 2024: $103 million, Q1 2024: $411

million,

reported in the U.S. Retail segment; and

viii. Provision for investigations related to the Bank’s AML program

– Q2 2024: $615 million, reported in the U.S. Retail segment.

5

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 – Q2 2024: $30 million, Q1

2024: $31 million, Q2 2023: $30 million, Q1 2023: $30 million;

ii. The Bank’s share of acquisition and integration charges associated with

Schwab’s acquisition of TD Ameritrade – Q2 2024: $5 million, Q1 2024: $9 million,

Q2 2023: $12 million,

Q1 2023: $13 million;

iii. The Bank’s share of restructuring charges incurred by Schwab – Q1 2024:

$27 million;

and

iv. The Bank’s share

of the FDIC special assessment charge incurred by Schwab – Q1 2024: $22 million.

6

Amortization of acquired intangibles relates to intangibles acquired as a result of asset acquisitions and business

combinations, including the after-tax amounts for amortization of

acquired intangibles relating to the Share of net income from investment in Schwab, reported in the Corporate segment.

Refer to footnotes 4 and 5 for amounts.

7

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 • SECOND QUARTER 2024

• EARNINGS NEWS RELEASE

Page 9

TABLE 4: RECONCILIATION OF REPORTED TO ADJUSTED EARNINGS PER SHARE

1

(Canadian dollars)

For the three months ended

For the six months ended

April 30

January 31

April 30

April 30

April 30

2024

2024

2023

2024

2023

Basic earnings per share – reported

2

$

1.35

$

1.55

$

1.69

$

2.90

$

2.52

Adjustments for items of note

0.69

0.45

0.22

1.15

1.63

Basic earnings per share – adjusted

2

$

2.04

$

2.01

$

1.91

$

4.05

$

4.15

Diluted earnings per share – reported

2

$

1.35

$

1.55

$

1.69

$

2.89

$

2.52

Adjustments for items of note

0.69

0.45

0.22

1.15

1.63

Diluted earnings per share – adjusted

2

$

2.04

$

2.00

$

1.91

$

4.04

$

4.14

1

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.

2

For the three and six months ended April 30, 2023, certain amounts have been restated for the adoption of IFRS

  1. Refer to Note 2 of the Bank’s second quarter 2024 Interim

Consolidated Financial Statements for further details.

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 5: RETURN ON COMMON EQUITY

(millions of Canadian dollars, except

as noted)

For the three months ended

For the six months ended

April 30

January 31

April 30

April 30

April 30

2024

2024

2023

2024

2023

Average common equity

$

101,137

$

100,269

$

102,800

$

100,573

$

101,750

Net income available to common shareholders

– reported

1

2,374

2,750

3,096

5,124

4,594

Items of note, net of income taxes

1,225

813

401

2,038

2,974

Net income available to common shareholders

– adjusted

1

$

3,599

$

3,563

$

3,497

$

7,162

$

7,568

Return on common equity – reported

1

9.5

%

10.9

%

12.4

%

10.2

%

9.1

%

Return on common equity – adjusted

1

14.5

14.1

14.0

14.3

15.0

1

For the three and six months ended April

30, 2023, certain amounts have been restated for the adoption of IFRS 17. Refer to Note 2 of the Bank’s

second 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.

TABLE 6: RETURN ON TANGIBLE COMMON EQUITY

(millions of Canadian dollars, except

as noted)

For the three months ended

For the six months ended

April 30

January 31

April 30

April 30

April 30

2024

2024

2023

2024

2023

Average common equity

$

101,137

$

100,269

$

102,800

$

100,573

$

101,750

Average goodwill

18,380

18,208

17,835

18,322

17,713

Average imputed goodwill and intangibles on

investments in Schwab

6,051

6,056

6,142

6,062

6,163

Average other acquired intangibles

1

574

615

583

595

525

Average related deferred tax liabilities

(228)

(231)

(210)

(230)

(195)

Average tangible common equity

76,360

75,621

78,450

75,824

77,544

Net income available to common shareholders

– reported

2

2,374

2,750

3,096

5,124

4,594

Amortization of acquired intangibles, net of income

taxes

62

79

67

141

113

Net income available to common shareholders

adjusted for

amortization of acquired intangibles,

net of income taxes

2

2,436

2,829

3,163

5,265

4,707

Other items of note, net of income taxes

1,163

734

334

1,897

2,861

Net income available to common shareholders

– adjusted

2

$

3,599

$

3,563

$

3,497

$

7,162

$

7,568

Return on tangible common equity

2

13.0

%

14.9

%

16.5

%

13.9

%

12.3

%

Return on tangible common equity – adjusted

2

19.2

18.7

18.3

18.9

19.7

1

Excludes intangibles relating to software and asset servicing rights.

2

For the three and six months ended April 30, 2023, certain amounts have been restated for the adoption of IFRS

  1. Refer to Note 2 of the Bank’s second quarter 2024 Interim

Consolidated Financial Statements for further details.

TD BANK GROUP • SECOND QUARTER 2024

• EARNINGS NEWS RELEASE

Page 10

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

of

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 $4

million, compared with

$29 million in the prior quarter and $40 million

in the second 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 7: CANADIAN PERSONAL AND COMMERCIAL BANKING

(millions of Canadian dollars, except

as noted)

For the three months ended

For the six months ended

April 30

January 31

April 30

April 30

April 30

2024

2024

2023

2024

2023

Net interest income

$

3,812

$

3,833

$

3,377

$

7,645

$

6,916

Non-interest income

1,027

1,051

1,027

2,078

2,077

Total revenue

4,839

4,884

4,404

9,723

8,993

Provision for (recovery of) credit losses –

impaired

397

364

234

761

454

Provision for (recovery of) credit losses –

performing

70

59

13

129

120

Total provision for (recovery of) credit losses

467

423

247

890

574

Non-interest expenses

1,957

1,984

1,903

3,941

3,766

Provision for (recovery of) income taxes

676

692

629

1,368

1,299

Net income

$

1,739

$

1,785

$

1,625

$

3,524

$

3,354

Selected volumes and ratios

Return on common equity

1

32.9

%

34.6

%

37.4

%

33.8

%

38.6

%

Net interest margin (including on securitized

assets)

2

2.84

2.84

2.74

2.84

2.77

Efficiency ratio

40.4

40.6

43.2

40.5

41.9

Number of Canadian retail branches

1,062

1,062

1,060

1,062

1,060

Average number of full-time equivalent staff

29,053

29,271

28,797

29,163

28,800

1

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.

2

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 of this document and the Glossary in the Bank’s second quarter 2024

MD&A for additional information about these metrics.

Quarterly comparison – Q2 2024 vs. Q2 2023

Canadian Personal and Commercial

Banking net income for the quarter was

$1,739 million, an increase of $114 million, or 7%, compared

with the second quarter

last year, reflecting higher revenue, partially offset by higher PCL

and non-interest expenses. The annualized

ROE for the quarter was 32.9%, compared

with

37.4% in the second quarter last year.

Revenue for the quarter was $4,839 million, an

increase of $435

million, or 10%, compared with the second quarter

last year. Net interest income was

$3,812 million, an increase of $435 million, or

13%, compared with the second quarter

last year, primarily reflecting volume growth and higher

margins.

Average

loan volumes increased $37 billion, or 7%,

reflecting 7% growth in personal loans

and 7% growth in business loans. Average deposit

volumes increased

$16 billion, or 4%, reflecting 6% growth in

personal deposits, partially offset by 1% decline

in business deposits. Net interest margin

was 2.84%, an increase of

10 basis points (bps), primarily due to higher

margins on deposits, partially offset by lower

margins on loans and changes to balance sheet

mix. Non-interest

income was $1,027 million, flat compared

with the second quarter last year.

PCL for the quarter was $467 million, an increase

of $220 million compared with the second

quarter last year. PCL – impaired was $397 million, an increase

of

$163 million, or 70%, reflecting credit migration

in the consumer and commercial lending

portfolios. PCL – performing was $70

million, an increase of $57 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 0.34%,

an increase of 15 bps compared with

the second quarter last year.

Non-interest expenses for the quarter were $1,957

million, an increase of $54 million, or

3%, compared with the second quarter

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 for the quarter was 40.4%,

compared with 43.2% in the second quarter

last year.

Quarterly comparison – Q2 2024 vs. Q1 2024

Canadian Personal and Commercial

Banking net income for the quarter was

$1,739 million, a decrease of $46 million, or

3%, compared with the prior quarter,

reflecting lower revenue and higher PCL, partially

offset by lower non-interest expenses. The annualized

ROE for the quarter was 32.9%, compared

with 34.6% in

the prior quarter.

Revenue decreased $45

million, or 1%, compared with the prior quarter. Net interest

income decreased $21 million, or 1%, reflecting

fewer days in the second

quarter, partially offset by volume growth.

Average loan volumes increased $5 billion, or

1%, reflecting 1% growth in personal loans

and 2% growth in business

loans. Average deposit volumes were relatively

flat compared with the prior quarter, reflecting 1% growth

in personal deposits, offset by 1% decline in business

TD BANK GROUP • SECOND QUARTER 2024

• EARNINGS NEWS RELEASE

Page 11

deposits. Net interest margin was 2.84%,

flat compared with the prior quarter. Non-interest income decreased

$24 million, or 2%, compared with

the prior quarter,

reflecting lower fee revenue.

PCL for the quarter was $467 million, an increase

of $44 million compared with the prior

quarter. PCL – impaired was $397 million, an increase

of $33 million, or

9%, largely reflecting credit migration in the

commercial lending portfolio. PCL – performing

was $70 million, an increase of $11 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 0.34%, an increase of 4 bps compared

with the prior quarter.

Non-interest expenses decreased $27 million,

or 1% compared with the prior quarter, primarily reflecting

lower technology costs and employee-related

expenses

.

The efficiency ratio was 40.4%, compared

with 40.6%, in the prior quarter.

Year-to-date comparison – Q2 2024 vs. Q2 2023

Canadian Personal and Commercial Banking

net income for the six months ended April

30, 2024, was $3,524 million, an increase

of $170 million, or 5%,

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 33.8%, compared with 38.6%, in

the same period last year.

Revenue for the period was $9,723

million, an increase of $730

million, or 8%, compared with the same period

last year. Net interest income was

$7,645 million, an increase of $729 million, or

11% compared with the same period last year, reflecting volume growth and

higher margins. Average loan volumes

increased $37 billion, or 7%, reflecting 7%

growth in personal loans and 8% growth

in business loans. Average deposit volumes

increased $15 billion, or 3%,

reflecting 6% growth in personal deposits,

partially offset by a 2% decline in business deposits.

Net interest margin was 2.84%, an increase

of 7 bps, primarily due

to higher margins on deposits, partially offset by lower

margins on loans and changes to balance

sheet mix.

Non-interest income was $2,078 million, relatively

flat

compared with the same period last year.

PCL was $890 million, an increase of $316

million compared with the same period last

year. PCL – impaired was $761 million, an increase of $307

million, or

68%, reflecting credit migration in the consumer

and commercial lending portfolios.

PCL – performing was $129 million, an increase

of $9 million. The current year

performing provisions largely reflect current

credit conditions, including credit migration,

and volume growth. Total PCL as an annualized percentage of credit

volume was 0.32%, an increase of 10 bps

compared with the same period last year.

Non-interest expenses were $3,941 million,

an increase of $175

million, or 5%, compared with the same period

last year, reflecting higher spend supporting

business growth, including higher employee-related

expenses and technology costs.

The efficiency ratio was 40.5%, compared with 41.9%,

for the same period last year.

TD BANK GROUP • SECOND QUARTER 2024

• EARNINGS NEWS RELEASE

Page 12

TABLE 8: U.S. RETAIL

(millions of dollars, except as noted)

For the three months ended

For the six months ended

April 30

January 31

April 30

April 30

April 30

Canadian Dollars

2024

2024

2023

2024

2023

Net interest income

$

2,841

$

2,899

$

3,034

$

5,740

$

6,201

Non-interest income

606

604

523

1,210

1,083

Total revenue

3,447

3,503

3,557

6,950

7,284

Provision for (recovery of) credit losses –

impaired

311

377

186

688

398

Provision for (recovery of) credit losses –

performing

69

8

4

77

(8)

Total provision for (recovery of) credit losses

380

385

190

765

390

Non-interest expenses – reported

2,597

2,410

2,022

5,007

4,062

Non-interest expenses – adjusted

1,2

1,879

1,999

1,868

3,878

3,802

Provision for (recovery of) income taxes – reported

73

(5)

189

68

393

Provision for (recovery of) income taxes – adjusted

1

99

96

227

195

457

U.S. Retail Bank net income – reported

397

713

1,156

1,110

2,439

U.S. Retail Bank net income – adjusted

1

1,089

1,023

1,272

2,112

2,635

Share of net income from investment in

Schwab

3,4

183

194

250

377

551

Net income – reported

$

580

$

907

$

1,406

$

1,487

$

2,990

Net income – adjusted

1

1,272

1,217

1,522

2,489

3,186

U.S. Dollars

Net interest income

$

2,094

$

2,141

$

2,241

$

4,235

$

4,589

Non-interest income

446

446

387

892

802

Total revenue

2,540

2,587

2,628

5,127

5,391

Provision for (recovery of) credit losses –

impaired

229

279

137

508

295

Provision for (recovery of) credit losses –

performing

51

6

3

57

(6)

Total provision for (recovery of) credit losses

280

285

140

565

289

Non-interest expenses – reported

1,909

1,779

1,493

3,688

3,005

Non-interest expenses – adjusted

1,2

1,384

1,479

1,380

2,863

2,814

Provision for (recovery of) income taxes – reported

54

(3)

140

51

291

Provision for (recovery of) income taxes – adjusted

1

73

71

168

144

338

U.S. Retail Bank net income – reported

297

526

855

823

1,806

U.S. Retail Bank net income – adjusted

1

803

752

940

1,555

1,950

Share of net income from investment in

Schwab

3,4

136

144

185

280

407

Net income – reported

$

433

$

670

$

1,040

$

1,103

$

2,213

Net income – adjusted

1

939

896

1,125

1,835

2,357

Selected volumes and ratios

Return on common equity – reported

5

5.4

%

8.5

%

14.1

%

6.9

%

14.8

%

Return on common equity – adjusted

1,5

11.7

11.3

15.3

11.5

15.8

Net interest margin

1,6

2.99

3.03

3.25

3.01

3.27

Efficiency ratio – reported

75.2

68.8

56.8

71.9

55.7

Efficiency ratio – adjusted

1

54.5

57.2

52.5

55.8

52.2

Assets under administration (billions of U.S.

dollars)

7

$

40

$

40

$

39

$

40

$

39

Assets under management (billions of U.S.

dollars)

7,8

7

7

7

7

7

Number of U.S. retail stores

1,167

1,176

1,164

1,167

1,164

Average number of full-time equivalent staff

27,957

27,985

28,401

27,971

27,987

1

For additional information about the Bank’s use of non-GAAP financial measures, refer to “Non-GAAP

and Other Financial Measures” in the “How We Performed” section of this

document.

2

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

i.

Charges related to the terminated First Horizon acquisition – Q2 2023: $154 million or US$113

million ($116 million or US$85 million after-tax),

Q1 2023: $106 million or

US$78 million ($80 million or US$59 million after-tax);

ii.

FDIC special assessment – Q2 2024: $103 million or US$75 million ($77 million or US$56 million after-tax), Q1 202

4: $411 million or US$300 million ($310 million or US$

226 million

after-tax); and

iii.

Provision for investigations related to the Bank’s AML program – Q2 2024: $615 million or US$450 million

(before and after tax).

3

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

Note 7 of the Bank’s second quarter 2024

Interim Consolidated Financial Statements for further details.

4

The after-tax amounts for amortization of acquired intangibles, the Bank’s share of acquisition and integration

charges associated with Schwab’s acquisition of TD Ameritrade, the Bank’s

share of Schwab’s restructuring charges,

and the Bank’s share of Schwab’s FDIC special assessment charge are recorded in

the Corporate segment.

5

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.

6

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.

7

For additional information about this metric, refer to the Glossary in the Bank’s second quarter 2024

MD&A.

8

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.

TD BANK GROUP • SECOND QUARTER 2024

• EARNINGS NEWS RELEASE

Page 13

Quarterly comparison – Q2 2024 vs. Q2 2023

U.S. Retail reported net income for the quarter

was $580

million (US$433 million), a decrease of $826

million (US$607 million), or 59% (58% in

U.S. dollars),

compared with the second quarter last

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

was $1,272 million (US$939 million), a decrease

of $250 million

(US$186 million), or 16% (17% in U.S. dollars).

The reported and adjusted annualized ROE

for the quarter were 5.4% and 11.7%, respectively, compared with

14.1% and 15.3%, respectively, in the second 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 $183 million (US$136

million), a decrease of $67 million (US$49

million), or 27% (26% in U.S. dollars).

U.S. Retail Bank reported net income

was $397 million (US$297 million), a decrease

of $759 million (US$558 million), or 66%

(65% in U.S. dollars), compared

with the second quarter last year, primarily reflecting higher non-interest

expenses, higher PCL, and lower net interest

income. U.S. Retail Bank adjusted net

income was $1,089 million (US$803

million), a decrease of $183 million (US$137

million), or 14% (15% in U.S. dollars),

compared with the second quarter last

year, reflecting higher PCL and lower net interest income.

Revenue for the quarter was US$2,540 million,

a decrease of US$88 million, or 3%,

compared with the second quarter last

year. Net interest income of

US$2,094 million, decreased US$147 million,

or 7%, driven by lower deposit margins

and volumes, partially offset by higher loan volumes.

Net interest margin of

2.99%, decreased 26 bps, due to lower deposit

margins reflecting higher deposit costs

and lower margins on loans. Non-interest

income of US$446 million

increased US$59 million, or 15%, compared

with the second quarter last year, primarily reflecting fee income

growth from increased customer activity and

losses

from the disposition of certain investments

in the prior year.

Average loan volumes increased US$13 billion,

or 7%, compared with the second quarter

last year. Personal loans increased 10%, reflecting strong

mortgage

and auto originations and lower prepayments

in the higher rate environment. Business

loans increased 5%, reflecting good originations

from new customer growth

and slower payment rates. Average deposit volumes

decreased US$21 billion, or 6%, reflecting

an 18% decrease in sweep deposits, a 2%

decrease in business

deposits, partially offset by a 1% increase in personal

deposit volumes. Excluding sweep deposits,

average deposits decreased 1%.

Assets under administration (AUA) were

US$40 billion as at April 30, 2024, an increase

of US$1 billion, or 3%, compared with

the second quarter last year,

reflecting net asset growth. Assets under

Management (AUM) were US$7 billion

as at April 30, 2024, flat compared

with the second quarter last year.

PCL for the quarter was US$280 million,

an increase of US$140 million compared

with the second quarter last year. PCL – impaired was US$229

million, an

increase of US$92 million, or 67%, reflecting

credit migration in the consumer and commercial

lending portfolios. PCL – performing was

US$51 million, an increase

of US$48 million. The performing provisions

this quarter reflect credit conditions and

volume growth, and are largely recorded in

the auto and commercial lending

portfolios. 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 0.60%,

an increase of 27 bps, compared with

the second quarter last year.

Reported non-interest expenses for the quarter

were US$1,909 million, an increase of

US$416 million, or 28%, compared with the

second quarter last year,

reflecting the impact of the provision for investigations

related to the Bank’s AML program, and FDIC

special assessment, partially offset by acquisition

and

integration-related charges for the terminated

First Horizon transaction in the second

quarter last year. On an adjusted basis, non-interest expenses

were relatively

flat, reflecting higher employee-related expenses,

partially offset by productivity initiatives.

The reported and adjusted efficiency ratios for

the quarter were 75.2% and 54.5%, respectively, compared with 56.8%

and 52.5%, respectively, in the second

quarter last year.

Quarterly comparison – Q2 2024 vs. Q1 2024

U.S. Retail reported net income of $580

million (US$433 million), a decrease of

$327 million (US$237 million), or 36% (35%

in U.S. dollars), compared with the

prior quarter. On an adjusted basis, net income for the

quarter was $1,272 million (US$939 million),

an increase of $55 million (US$43 million), or

5% (5% in

U.S. dollars). The reported and adjusted annualized

ROE for the quarter were 5.4% and 11.7%, respectively, compared with 8.5% and 11.3%, respectively, in the

prior quarter.

The contribution from Schwab of $183

million (US$136 million) decreased $11 million (US$8 million), or

6% (6% in U.S. dollars).

U.S. Retail Bank reported net income

was $397 million (US$297 million), a decrease

of $316 million (US$229 million), or 44%

(44% in U.S. dollars), compared

with the prior quarter, primarily reflecting higher non-interest

expenses and lower net interest income.

U.S. Retail Bank adjusted net income was

$1,089 million

(US$803 million), an increase of $66

million (US$51 million), or 6% (7% in U.S. dollars),

primarily reflecting lower non-interest expenses,

partially offset by lower

net interest income.

Revenue for the quarter was US$2,540 million,

a decrease of US$47 million, or 2%,

compared with the prior quarter. Net interest income of

US$2,094 million

decreased US$47 million, or 2%, primarily

reflecting the effect of fewer days in the quarter, and lower deposit

margins and volumes. Net interest margin of 2.99%

decreased 4 bps quarter-over-quarter due

to balance sheet mix and higher funding

costs. Non-interest income of US$446 million

was flat compared to the prior

quarter.

Average loan volumes increased US$2 billion,

or 1%, compared with the prior quarter. Personal loans

were relatively flat. Business loans increased

1%,

reflecting good originations from new customer

growth and slower payment rates. Average

deposit volumes decreased US$5 billion, or

1%, compared with the

prior quarter, reflecting a 5% decrease in sweep deposits

and a 2% decrease in business deposits, partially

offset by a 2% increase in personal deposit

volume.

AUA were US$40 billion

as at April 30, 2024, flat compared

with the prior quarter. AUM were US$7 billion, flat compared

with the prior quarter.

PCL for the quarter was US$280 million,

a decrease of US$5 million compared

with the prior quarter. PCL – impaired was US$229 million, a

decrease of

US$50 million, or 18%, reflecting lower provisions

in the commercial lending portfolios,

and seasonal trends in credit card and auto

portfolios. PCL – performing

was US$51 million, an increase of US$45

million. The performing provisions this quarter

reflect credit conditions and volume growth,

and are largely recorded in

the auto and commercial lending portfolios.

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 0.60%, a

decrease of 1 basis point,

compared with the prior quarter.

Reported non-interest expenses for the quarter

were US$1,909 million, an increase of

US$130 million, or 7%, compared to the prior

quarter, primarily reflecting

the impact of the provision for investigations

related to the Bank’s AML program

and additional FDIC special assessment,

partially offset by the initial FDIC special

assessment in the prior quarter, and lower operating expenses.

On an adjusted basis, non-interest expenses

decreased US$95 million, or 6%, due

to seasonality

of expenses and the impact of productivity

initiatives.

The reported and adjusted efficiency ratios for

the quarter were 75.2% and 54.5%, respectively, compared with 68.8%

and 57.2%, respectively, in the prior

quarter.

Year-to-date comparison – Q2 2024 vs. Q2 2023

U.S. Retail reported net income for the

six months ended April 30, 2024, was $1,487

million (US$1,103 million), a decrease of

$1,503 million (US$1,110 million), or

50% (50% in U.S. dollars), compared with

the same period last year. On an adjusted basis, net income

for the period was $2,489 million (US$1,835

million), a

decrease of $697 million (US$522 million),

or 22% (22% in U.S. dollars). The reported

and adjusted annualized ROE for the

period were 6.9% and 11.5%,

respectively, compared

with 14.8% and 15.8%, respectively, in the same period last

year.

The contribution from Schwab of $377

million (US$280 million), decreased $174 million

(US$127 million), or 32% (31% in

U.S. dollars).

TD BANK GROUP • SECOND QUARTER 2024

• EARNINGS NEWS RELEASE

Page 14

U.S. Retail Bank reported net income

for the period was $1,110

million (US$823 million), a decrease of $1,329

million (US$983 million), or 54% (54%

in U.S.

dollars), compared with the same period

last year, reflecting higher non-interest expenses, higher PCL, and

lower net interest income.

U.S. Retail Bank adjusted

net income was $2,112 million (US$1,555 million), a decrease of

$523 million (US$395 million), or 20%

(20% in U.S. dollars), primarily reflecting

higher PCL,

higher non-interest expenses, and lower net

interest income.

Revenue for the period was US$5,127

million, a decrease of US$264 million, or 5%,

compared with the same period last year. Net interest income

of

US$4,235 million decreased US$354

million, or 8%, primarily reflecting lower deposit

margins and volumes, partially offset by higher

loan volumes.

Net interest

margin of 3.01%, decreased 26 bps, due to lower

deposit margins reflecting higher deposit

costs and lower margins on loans.

Non-interest income of

US$892 million increased US$90 million,

or 11%, primarily reflecting fee income growth from increased

customer activity and higher valuation

on certain

investments in the prior year.

Average loan volumes increased US$15 billion,

or 8%, compared with the same period

last year. Personal loans increased 10%, reflecting good

originations

and slower payment rates across portfolios.

Business loans increased 6%, reflecting

good originations from new customer growth,

and slower payment rates.

Average deposit volumes decreased US$27 billion,

or 8%, reflecting a 20% decrease in sweep

deposits and a 3% decrease in business

deposits. Personal

deposit volumes

were flat. Excluding sweep deposits, average

deposits decreased 1%.

PCL was US$565 million, an increase of

US$276 million compared with the same period

last year. PCL – impaired was US$508 million, an increase

of

US$213 million, or 72%, reflecting credit

migration in the consumer and commercial lending

portfolios. PCL – performing was a build of

US$57 million, compared

with a recovery of US$6 million in the prior

year. The current year performing provisions largely reflect

current 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 0.60%, an

increase of 27 bps,

compared with the same period last

year.

Reported non-interest expenses for the period

were US$3,688 million, an increase of US$683

million, or 23%, compared with the same

period last year,

reflecting the impact of the provision for investigations

related to the Bank’s AML program,

FDIC special assessment, and higher

operating expenses, partially

offset by 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$49 million, or 2%, reflecting

higher employee-related expenses.

The reported and adjusted efficiency ratios for

the quarter were 71.9% and 55.8%, respectively, compared with 55.7%

and 52.2%, respectively, for the same

period last year.

TD BANK GROUP • SECOND QUARTER 2024

• EARNINGS NEWS RELEASE

Page 15

TABLE 9: WEALTH MANAGEMENT AND INSURANCE

(millions of Canadian dollars, except

as noted)

For the three months ended

For the six months ended

April 30

January 31

April 30

April 30

April 30

2024

2024

2023

2024

2023

Net interest income

$

304

$

285

$

258

$

589

$

541

Non-interest income

1

2,810

2,850

2,543

5,660

5,175

Total revenue

3,114

3,135

2,801

6,249

5,716

Provision for (recovery of) credit losses –

impaired

1

1

Provision for (recovery of) credit losses –

performing

Total provision for (recovery of) credit losses

1

1

Insurance service expenses

1

1,248

1,366

1,118

2,614

2,282

Non-interest expenses

1

1,027

1,047

963

2,074

1,972

Provision for (recovery of) income taxes

218

167

195

385

383

Net income

$

621

$

555

$

524

$

1,176

$

1,078

Selected volumes and ratios

Return on common equity

1,2

40.8

%

37.5

%

38.0

%

39.2

%

38.6

%

Efficiency ratio

1

33.0

33.4

34.4

33.2

34.5

Efficiency ratio, net of ISE

1,3

55.0

59.2

57.2

57.1

57.4

Assets under administration (billions of Canadian

dollars)

4

$

596

$

576

$

549

$

596

$

549

Assets under management (billions of Canadian

dollars)

489

479

460

489

460

Average number of full-time equivalent staff

15,163

15,386

16,454

15,276

16,426

-

1

For the three and six months ended April 30, 2023, certain amounts have been restated for the adoption of IFRS

  1. Refer to Note 2 of the Bank’s second quarter 2024 Interim

Consolidated Financial Statements for further details.

2

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.

3

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

Total revenue, net of ISE

– Q2 2024: $1,866 million, Q1 2024: $1,769 million,

Q2 2023: $1,683 million, 2024 YTD: $3,635 million, 2023 YTD: $3,434 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 in the Bank’s second quarter 2024

MD&A for additional information about this metric.

4

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

segment.

Quarterly comparison – Q2 2024 vs. Q2 2023

Wealth Management and Insurance

net income for the quarter was $621 million,

an increase of $97 million, or 19%,

compared with the second quarter last year,

reflecting higher revenue, partially offset by higher

insurance service expenses and non-interest

expenses. The annualized ROE for the quarter

was 40.8%,

compared with 38.0% in the second quarter

last year.

Revenue for the quarter was $3,114 million, an increase of $313

million, or 11%, compared with the second quarter last year. Non-interest income was

$2,810 million, an increase of $267 million, or

10%, reflecting higher insurance

premiums, fee-based revenue commensurate

with market growth and transaction

revenue. Net interest income was $304

million, an increase of $46 million, or 18%, compared

with the second quarter last year, reflecting higher deposit

margins.

AUA were $596 billion as at April 30, 2024, an

increase of $47 billion, or 9%, compared

with the second quarter last year, reflecting market appreciation

and net

asset growth. AUM were $489 billion as at

April 30, 2024, an increase of $29 billion,

or 6%, compared with the second quarter

last year, primarily reflecting market

appreciation.

Insurance service expenses for the quarter

were $1,248 million, an increase of $130

million, or 12%, compared with the second quarter

last year, reflecting

business growth, increased claims severity and

less

favourable prior years’ claims development.

Non-interest expenses for the quarter were $1,027

million, an increase of $64 million, or

7%, compared with the second quarter

last year, reflecting higher

variable compensation commensurate

with higher revenues, and technology costs.

The efficiency ratio for the quarter was 33.0%,

compared with 34.4% in the second quarter

last year. The efficiency ratio, net of ISE for the quarter was 55.0%,

compared with 57.2% in the second quarter

last year.

Quarterly comparison – Q2 2024 vs. Q1 2024

Wealth Management and Insurance net income

for the quarter was $621 million, an increase

of $66 million, or 12%, compared with the prior

quarter, primarily

reflecting higher earnings in the wealth management

business. The annualized ROE for the quarter

was 40.8%, compared with 37.5% in the prior

quarter.

Revenue decreased $21 million, or 1%, compared

with the prior quarter. Non-interest income decreased $40 million,

or 1%, reflecting lower revenue in

the

insurance business, partially offset by higher fee-based

and transaction revenue in the wealth

management business.

Net interest income increased $19 million,

or

7%, reflecting higher deposit margins.

AUA increased $20 billion, or 3%, compared

with the prior quarter, reflecting market appreciation and net

asset growth.

AUM increased $10 billion, or 2%,

compared with prior quarter, primarily reflecting market appreciation.

Insurance service expenses for the quarter

decreased $118 million, or 9%, compared with the prior quarter, reflecting

seasonally lower claims and more

favourable prior years’ claims development.

Non-interest expenses decreased $20 million,

or 2%, compared with the prior quarter, reflecting lower

employee-related expenses.

The efficiency ratio for the quarter was 33.0%,

compared with 33.4% in the prior quarter. The efficiency ratio,

net of ISE for the quarter was 55.0%, compared

with 59.2% in the prior quarter.

Yearto-date

comparison – Q2 2024 vs. Q2 2023

Wealth Management and Insurance net income

for the six months ended April 30, 2024, was

$1,176 million, an increase of $98 million, or

9%, compared with the

same period last year, reflecting higher revenues, partially

offset by higher insurance service expenses and

non-interest expenses. The annualized ROE

for the

period was 39.2%, compared with 38.6%,

in the same period last year.

Revenue for the period was $6,249 million,

an increase of $533 million, or 9%,

compared with same period last year. Non-interest income increased

$485 million, or 9%, reflecting higher insurance

premiums, and fee-based revenue commensurate

with market growth. Net interest income

increased $48 million,

or 9%, reflecting higher investment income in

the insurance business, and higher deposit

margins, partially offset by lower deposit volumes

in the wealth

management business.

Insurance service expenses were $2,614

million, an increase of $332 million, or 15%,

compared with the same period last year, reflecting business

growth,

increased claims severity and less favourable

prior years’ claims development.

Non-interest expenses were $2,074 million,

an increase of $102 million, or 5%,

compared with the same period last year, reflecting higher

variable

compensation commensurate with higher

revenues, and technology costs.

The efficiency ratio for the period was 33.2%, compared

with 34.5% for the same period last

year. The efficiency ratio, net of ISE for the period was 57.1%,

compared with 57.4% in the same period last

year.

TD BANK GROUP • SECOND QUARTER 2024

• EARNINGS NEWS RELEASE

Page 16

TABLE 10: WHOLESALE BANKING

1

(millions of Canadian dollars, except

as noted)

For the three months ended

For the six months ended

April 30

January 31

April 30

April 30

April 30

2024

2024

2023

2024

2023

Net interest income (TEB)

$

189

$

198

$

498

$

387

$

1,023

Non-interest income

1,751

1,582

919

3,333

1,739

Total revenue

1,940

1,780

1,417

3,720

2,762

Provision for (recovery of) credit losses –

impaired

(1)

5

5

4

6

Provision for (recovery of) credit losses –

performing

56

5

7

61

38

Total provision for (recovery of) credit losses

55

10

12

65

44

Non-interest expenses – reported

1,430

1,500

1,189

2,930

2,072

Non-interest expenses – adjusted

2,3

1,328

1,383

1,116

2,711

1,978

Provision for (recovery of) income taxes

(TEB) – reported

94

65

66

159

165

Provision for (recovery of) income taxes

(TEB) – adjusted

2

116

89

76

205

180

Net income – reported

$

361

$

205

$

150

$

566

$

481

Net income – adjusted

2

441

298

213

739

560

Selected volumes and ratios

Trading-related revenue (TEB)

4

$

693

$

730

$

482

$

1,423

$

1,144

Average gross lending portfolio (billions of Canadian

dollars)

5

96.3

96.2

95.2

96.3

96.1

Return on common equity – reported

6

9.2

%

5.3

%

4.5

%

7.3

%

7.0

%

Return on common equity – adjusted

2,6

11.3

7.6

6.4

9.5

8.2

Efficiency ratio – reported

73.7

84.3

83.9

78.8

75.0

Efficiency ratio – adjusted

2

68.5

77.7

78.8

72.9

71.6

Average number of full-time equivalent staff

7,077

7,100

6,510

7,089

5,937

-

1

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

2

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.

3

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

– Q2 2024: $102 million ($80 million after-tax), Q1 2024:

$117 million ($93 million after-tax), Q2 2023: $73 million ($63 million after

-tax), Q1 2023: $21 million ($16 million after-tax).

4

Includes net interest income (loss) TEB of ($118) million (Q1

2024: $(54) million, Q2 2023: $285 million, Q1 2023: $261 million), and trading income (loss) of $811

million (Q1 2024:

$784 million, Q2 2023: $197 million, Q1 2023: $401 million). Trading-related revenue

(TEB) is a non-GAAP financial measure. Refer to “Non-GAAP and Other Financial Measures” in the

“How We Performed” section and the Glossary in the Bank’s second quarter 2024 MD&A

for additional information about this metric.

5

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

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

6

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 – Q2 2024 vs. Q2 2023

Wholesale Banking reported net income for

the quarter was $361 million, an increase

of $211 million, compared with the second quarter last year, primarily

reflecting higher revenues, partially offset by higher

non-interest expenses. On an adjusted

basis, net income was $441 million, an increase

of $228

million.

Revenue for the quarter, including TD Cowen, was $1,940

million, an increase of $523 million, or 37%,

compared with the second quarter last

year. Higher

revenue primarily reflects higher trading-related

revenue, underwriting fees, and lending

revenue.

PCL for the quarter was $55 million, an increase

of $43 million compared with the second

quarter last year. PCL – impaired was a recovery of $1 million.

PCL –

performing was $56 million, an increase of

$49 million compared to the prior year, reflecting a higher

build in the current quarter largely related

to credit migration

across various industries.

Reported non-interest expenses for the quarter, including TD

Cowen, were $1,430 million, an increase

of $241 million, or 20%, compared

with the second

quarter last year, primarily reflecting higher variable compensation

commensurate with higher revenues,

TD Cowen and the associated acquisition and integration-

related costs. On an adjusted basis, non-interest

expenses were $1,328 million, an increase

of $212

million, or 19%.

Quarterly comparison – Q2 2024 vs. Q1 2024

Wholesale Banking reported net income for

the quarter was $361 million, an increase

of $156 million, or 76%, compared with

the prior quarter, primarily reflecting

higher revenues, and lower non-interest expenses,

partially offset by higher PCL. On an adjusted

basis, net income was $441 million, an increase

of $143 million,

or 48%.

Revenue for the quarter increased $160 million,

or 9%, compared with the prior quarter. Higher revenue

primarily reflects higher underwriting and

advisory fees,

and the net change in fair value of loan underwriting

commitments.

PCL for the quarter was $55 million, an increase

of $45 million compared with the prior quarter. PCL – impaired

was a recovery of $1 million. PCL – performing

was $56 million, an increase of $51 million

compared to the prior quarter, reflecting a higher build

in the current quarter largely related

to credit migration across

various industries.

Reported non-interest expenses for the quarter

decreased $70 million, or 5%, compared

with the prior quarter, primarily reflecting a provision of $102

million

taken in connection with the U.S. record keeping

matter recorded in the prior period,

partially offset by higher variable compensation

commensurate with higher

revenues. On an adjusted basis, non-interest expenses

decreased $55 million or 4%.

Yearto-date

comparison – Q2 2024 vs. Q2 2023

Wholesale Banking reported net income for

the six months ended April 30, 2024

was $566 million, an increase of $85 million,

or 18%, compared with the same

period last

year, reflecting higher revenues, partially offset by higher non-interest

expenses. On an adjusted basis, net income

was $739

million, an increase of

$179 million, or 32%.

Revenue,

including TD Cowen,

was $3,720 million, an increase of $958 million,

or 35%, compared with the same period

last year. Higher revenue primarily

reflects higher trading-related revenue,

underwriting fees, lending revenue largely

from syndicated and leveraged finance, and

equity commissions.

PCL was $65 million, an increase of $21

million compared with the same period

last year. PCL – impaired was $4 million. PCL – performing

was $61

million, an

increase of $23 million compared to the prior

year. The current year performing provisions largely reflect

credit migration across various industries.

Reported non-interest expenses were $2,930

million, an increase of $858 million, or 41%,

compared with the same period last year, reflecting TD

Cowen and

the associated acquisition and integration-related

costs, higher variable compensation commensurate

with higher revenues, as well as a provision

taken in

connection with the U.S. record keeping

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

$2,711 million, an increase of $733

million or 37%.

TD BANK GROUP • SECOND QUARTER 2024

• EARNINGS NEWS RELEASE

Page 17

TABLE 11: CORPORATE

(millions of Canadian dollars)

For the three months ended

For the six months ended

April 30

January 31

April 30

April 30

April 30

2024

2024

2023

2024

2023

Net income (loss) – reported

$

(737)

$

(628)

$

(399)

$

(1,365)

$

(3,016)

Adjustments for items of note

Amortization of acquired intangibles

72

94

79

166

133

Acquisition and integration charges related

to the Schwab transaction

21

32

30

53

64

Share of restructuring and other charges

from investment in Schwab

49

49

Restructuring charges

165

291

456

Impact from the terminated FHN acquisition-related

capital hedging strategy

64

57

134

121

1,010

Civil matter provision/Litigation settlement

274

39

274

1,642

Less: impact of income taxes

CRD and federal tax rate increase for fiscal

2022

(585)

Other items

of note

143

113

60

256

735

Net income (loss) – adjusted

1

$

(284)

$

(218)

$

(177)

$

(502)

$

(317)

Decomposition of items included in net

income (loss) – adjusted

Net corporate expenses

2

$

(411)

$

(254)

$

(191)

$

(665)

$

(382)

Other

127

36

14

163

65

Net income (loss) – adjusted

1

$

(284)

$

(218)

$

(177)

$

(502)

$

(317)

Selected volumes

Average number of full-time equivalent staff

23,270

23,437

22,656

23,354

22,244

1

For additional information about the Bank’s use of non-GAAP financial measures, refer to “Non-GAAP

and Other Financial Measures” in the “How We Performed” section of this

document.

2

For additional information about this metric, refer to the Glossary in the second quarter of 2023 MD&A, which is incorporated

by reference.

Quarterly comparison – Q2 2024 vs. Q2 2023

Corporate segment’s reported net loss

for the quarter was $737 million, compared

with a reported net loss of $399 million

in the second quarter last year.

The

higher net loss primarily reflects the impacts

of a civil matter provision, higher risk

and control expenses and restructuring

charges, partially offset by higher

revenue from treasury and balance sheet activities

in the current quarter. Net corporate expenses

increased $220 million compared to

the prior year, primarily

reflecting investments in our risk and control

infrastructure. The adjusted net loss for

the quarter was $284 million, compared

with an adjusted net loss of $177

million in the second quarter last year.

Quarterly comparison – Q2 2024 vs. Q1 2024

Corporate segment’s reported net loss

for the quarter was $737 million, compared

with a reported net loss of $628 million

in the prior quarter. The higher net

loss

reflects higher risk and control expenses

and the impact of a civil matter provision,

partially offset by lower restructuring

charges and higher revenue from treasury

and balance sheet management activities.

Net corporate expenses increased $157

million compared to the prior quarter, primarily reflecting investments

in our risk

and control infrastructure. The adjusted net

loss for the quarter was $284 million,

compared with an adjusted net loss of $218

million in the prior quarter.

Year-to-date comparison – Q2 2024 vs. Q2 2023

Corporate segment’s reported net loss

for the six months ended

April 30, 2024 was $1,365 million, compared

with a reported net loss of $3,016 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 increase

in the Canadian federal tax rate for fiscal

2022, partially offset by

restructuring charges and risk and control

expenses in the current period. The adjusted

net loss for the six months ended

April 30, 2024 was $502 million,

compared with an adjusted net loss of $317

million in the same period last year.

TD BANK GROUP • SECOND QUARTER 2024

• EARNINGS NEWS RELEASE

Page 18

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

of

shareholder materials or stopping (or resuming)

receiving annual and quarterly reports

Transfer Agent:

TSX Trust Company

301-100 Adelaide Street West

Toronto, ON M5H 4H1

1-800-387-0825 (Canada and U.S. only)

or 416-682-3860

Facsimile: 1-888-249-6189

shareholderinquiries@tmx.com or www.tsxtrust.com

Hold your TD shares through the

Direct Registration System

in the United States

Missing dividends, lost share certificates, estate

questions, address changes to the share register,

eliminating duplicate mailings of shareholder

materials or stopping (or resuming) receiving

annual

and quarterly reports

Co-Transfer Agent and Registrar:

Computershare Trust Company, N.A.

P.O. Box 43006

Providence, RI 02940-3006

or

Computershare Trust Company,

N.A.

150 Royall Street

Canton, MA 02021

1-866-233-4836

TDD for hearing impaired: 1-800-231-5469

Shareholders outside of U.S.: 201-680-6578

TDD shareholders outside of U.S.: 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.

Access to Quarterly Results Materials

Interested investors, the media and others

may view the second quarter earnings news

release, results slides, supplementary

financial information, and the Report

to Shareholders on the TD Investor Relations

website at www.td.com/investor/.

Quarterly Earnings Conference Call

TD Bank Group will host an earnings conference

call in Toronto, Ontario on May 23, 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 second 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 at

www.td.com/investor

on

May 23, 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 May 23, 2024,

until 11:59 p.m. ET on June 7, 2024,

by calling 905-694-9451 or 1-800-408-3053 (toll

free). The passcode is 7300743#.

About TD Bank Group

The Toronto-Dominion Bank and its

subsidiaries are collectively known as

TD Bank Group (“TD” or the “Bank”).

TD is the sixth largest bank in North

America by

assets and serves over 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

April 30, 2024. The Toronto-Dominion

Bank trades

under the symbol “TD” on the Toronto and

New York Stock Exchanges.

For further information contact:

Brooke Hales,

Vice President, Investor Relations, 416-307-8647,

Brooke.hales@td.com

Elizabeth Goldenshtein,

Senior Manager, Corporate Communications,

416-994-4124, Elizabeth.goldenshtein@td.com

ex995

TD BANK GROUP DECLARES DIVIDENDS

(all amounts in Canadian dollars)

TORONTO – May 23, 2024 -

The Toronto

-Dominion Bank (the "Bank") today announced that

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 has been declared for the quarter

ending July 31,

2024, payable on and

after July 31, 2024, to shareholders of record at the close

of business on July 10, 2024.

In lieu of receiving their dividends in cash, holders of the Bank’s

common shares may choose to

have their dividends reinvested in additional common shares

of the Bank in accordance with the

Dividend Reinvestment Plan (the “Plan”).

Under the Plan, the Bank has the discretion to either purchase

the additional common shares in

the open market or issue them from treasury.

If issued from treasury,

the Bank may decide to

apply a discount of up to 5% to the Average Market

Price (as defined in the Plan) of the additional

shares.

For the July 31,

2024 dividend, the Bank will issue the additional shares

from treasury,

with no discount.

Registered holders of record of the Bank's common shares

wishing to join the Plan can obtain an

Enrolment Form from TSX Trust

Company (1-800-387-0825) or on the Bank's website,

www.td.com/investor/drip.jsp.

In order to participate in the Plan in time for this dividend,

Enrolment Forms for registered holders must be received

by TSX Trust Company at P.O.

Box

4229, Postal Station A, Toronto,

Ontario, M5W 0G1, or by facsimile at 1-888-488-1416,

before

the close of business on July 10, 2024.

Beneficial or non-registered holders of the Bank's

common shares wishing to join the Plan must contact their

financial institution or broker for

instructions on how to enroll in advance of the above date.

Registered holders who participate in the Plan and who wish to

terminate that participation so that

cash dividends to which they are entitled to be paid on and

after July 31, 2024 are not reinvested

in common shares under the Plan must deliver written notice

to TSX Trust Company at the above

address by no later than July 10, 2024.

Beneficial or non-registered holders who participate in

the Plan and who wish to terminate that participation so that cash

dividends to which they are

entitled to be paid on and after July 31

,

2024 are not reinvested in common shares under the

Plan must contact their financial institution or broker for

instructions on how to terminate

participation in the Plan in advance of July 10, 2024.

The Bank also announced that dividends have been declared

on the following Non-Cumulative

Redeemable Class A First Preferred Shares of the Bank, payable

on and after July 31, 2024, to

shareholders of record at the close of business on July

10, 2024:

Series 1, in an amount per share of $0.228875;

Series 3, in an amount per share of $0.2300625;

Series 5, in an amount per share of $0.24225;

Series 7, in an amount per share of $0.2000625;

Series 9, in an amount per share of $0.202625;

Series 16, in an amount per share of $0.3938125;

Series 18, in an amount per share of $0.3591875; and

Series 24, in an amount per share of $0.31875.

The Bank for the purposes of the Income Tax

Act (Canada) and any similar provincial legislation

advises that the dividend declared for the quarter ending

July 31, 2024 and all future dividends

will be eligible dividends unless indicated otherwise.

About TD Bank Group

The Toronto

-Dominion Bank and its subsidiaries are collectively

known as TD Bank Group ("TD"

or the "Bank"). TD is the sixth largest bank in North America

by assets and serves over 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 April 30, 2024. The Toronto

-Dominion

Bank trades under the symbol "TD" on the Toronto

and New York

Stock Exchanges.

For more information contact:

Jennifer dela Cruz

Senior Legal Officer,

Corporate

Legal Department – Shareholder Relations

(416) 944-6367

Toll

free 1-866-756-8936

Elizabeth Goldenshtein

Senior Manager, Corporate

Communications

(416) 994-4124

ex996

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

I, Bharat Masrani, Group President and Chief Executive Officer of The Toronto-Dominion

Bank, certify the following:

1.

Review

: I have reviewed

the interim financial report and interim MD&A (together, the

"interim filings") of The Toronto-Dominion Bank (the "issuer") for the interim period

ended April 30, 2024.

2.

No misrepresentations

: Based on my knowledge, having exercised reasonable

diligence, the interim filings do not contain any untrue statement

of a material fact or omit

to state a material fact required to be stated or that is necessary

to make a statement not

misleading in light of the circumstances under which it was

made, with respect to the

period covered by the interim filings.

3.

Fair presentation

: Based on my knowledge, having exercised reasonable diligence,

the interim financial report together with the other financial

information included in the

interim filings fairly present in all material respects the financial condition,

financial

performance and cash flows of the issuer, as of the date of and for the periods

presented in the interim filings.

4.

Responsibility

: The issuer's other certifying officer(s) and I are responsible for

establishing and maintaining disclosure controls and procedures

(DC&P) and internal

control over financial reporting (ICFR), as those terms are defined

in National Instrument

52-109

Certification of Disclosure in Issuers' Annual and Interim Filings

, for the issuer.

5.

Design

: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the

issuer's other certifying officer(s) and I have, as at the end of the period covered

by the

interim filings

(a) designed DC&P,

or caused it to be designed under our supervision, to

provide

reasonable assurance that

(i) material information relating to the issuer is made known

to us by others,

particularly during the period in which the interim filings are being

prepared; and

(ii) information required to be disclosed by the issuer in its annual filings,

interim

filings or other reports filed or submitted by it under securities legislation

is recorded,

processed, summarized and reported within the time periods specified

in securities

legislation; and

(b) designed ICFR, or caused it to be designed under our supervision,

to provide

reasonable assurance regarding the reliability of financial

reporting and the preparation

of financial statements for external purposes in accordance with the

issuer's GAAP.

5.1

Control framework

: The control framework the issuer's other certifying officer(s)

and I used to design the issuer's ICFR is

based on criteria established in Internal Control

– Integrated Framework issued by the Committee of Sponsoring

Organizations of the

Treadway Commission (the COSO criteria) in 2013.

5.2

N/A

5.3

N/A

6.

Reporting changes in ICFR

: The issuer has disclosed in its interim MD&A any

change in the issuer's ICFR that occurred during the period beginning

on February 1,

2024 and ended on April 30, 2024 that has materially affected, or is reasonably

likely to

materially affect, the issuer's ICFR.

Date: May 23, 2024

/s/ Bharat Masrani

Bharat Masrani

Group President and Chief Executive Officer

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

I, Kelvin Tran,

Group Head and Chief Financial Officer of The Toronto-Dominion Bank,

certify the following:

1.

Review

: I have reviewed the interim financial report and interim MD&A

(together, the

"interim filings") of The Toronto-Dominion Bank (the "issuer") for the interim period

ended April 30, 2024.

2.

No misrepresentations

: Based on my knowledge, having exercised reasonable

diligence, the interim filings do not contain any untrue statement

of a material fact or omit

to state a material fact required to be stated or that is necessary

to make a statement not

misleading in light of the circumstances under which it was

made, with respect to the

period covered by the interim filings.

3.

Fair presentation

: Based on my knowledge, having exercised reasonable diligence,

the interim financial report together with the other financial

information included in the

interim filings fairly present in all material respects the financial condition,

financial

performance and cash flows of the issuer, as of the date of and for the periods

presented in the interim filings.

4.

Responsibility

: The issuer's other certifying officer(s) and I are responsible for

establishing and maintaining disclosure controls and procedures

(DC&P) and internal

control over financial reporting (ICFR), as those terms are defined

in National Instrument

52-109

Certification of Disclosure in Issuers' Annual and Interim Filings

, for the issuer.

5.

Design

: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the

issuer's other certifying officer(s) and I have, as at the end of the period covered

by the

interim filings

(a) designed DC&P,

or caused it to be designed under our supervision, to

provide

reasonable assurance that

(i) material information relating to the issuer is made known

to us by others,

particularly during the period in which the interim filings are being

prepared; and

(ii) information required to be disclosed by the issuer in its annual

filings, interim

filings or other reports filed or submitted by it under securities legislation

is recorded,

processed, summarized and reported within the time periods specified

in securities

legislation; and

(b) designed ICFR, or caused it to be designed under our supervision,

to provide

reasonable assurance regarding the reliability of financial

reporting and the preparation

of financial statements for external purposes in accordance with the

issuer's GAAP.

5.1

Control framework

: The control framework the issuer's other certifying officer(s)

and I used to design the issuer's ICFR is

based on criteria established in Internal Control

– Integrated Framework issued by the Committee of Sponsoring

Organizations of the

Treadway Commission (the COSO criteria) in 2013.

5.2

N/A

5.3

N/A

6.

Reporting changes in ICFR

: The issuer has disclosed in its interim MD&A any

change in the issuer's ICFR that occurred during the period beginning

on February 1,

2024 and ended on April 30, 2024 that has materially affected, or is reasonably

likely to

materially affect, the issuer's ICFR.

Date: May 23, 2024

/s/ Kelvin Tran

Kelvin Tran

Group Head and Chief Financial Officer