6-K

TORONTO DOMINION BANK (TD)

6-K 2024-12-06 For: 2024-12-05
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 December,

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 99.2, Exhibit

99.3, Exhibit 99.4, Exhibit 99.5, and Exhibit

99.6 hereto, is incorporated by reference into all outstanding

Registration

Statements of The Toronto-Dominion Bank filed with the U.S. Securities

and Exchange Commission.

EXHIBIT INDEX

Exhibit

Description

99.1

Earnings Coverage

99.2

Q4 2024 Earnings News Release

99.3

Q4 2024 Dividend News Release

99.4

Notice

of Meeting and Record Date

99.5

CEO and CFO Certificates

99.6

Independent Auditor's Report dated December 4, 2024

FORM 6-K

SIGNATURES

Pursuant to the requirements of the Securities

Exchange Act of 1934, the registrant

has duly caused this report to be signed on

its behalf by the undersigned, thereunto

duly

authorized.

THE TORONTO-DOMINION BANK

DATE:

December 5, 2024

By:

/s/ Caroline Cook

Name:

Caroline Cook

Title:

Associate Vice President, Legal Treasury and

Corporate Securities

ex991

THE TORONTO-DOMINION BANK

EARNINGS COVERAGE ON SUBORDINATED

NOTES AND DEBENTURES,

PREFERRED SHARES CLASSIFIED AS EQUITY,

AND LIABILITIES FOR

PREFERRED SHARES AND OTHER EQUITY INSTRUMENTS

AND CAPITAL

TRUST SECURITIES

FOR THE TWELVE

MONTHS ENDED OCTOBER 31, 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 October 31, 2024 and adjusted to a before-tax

equivalent using an effective tax rate of 24.8%

for the twelve months ended October 31,

2024, amounted to

$700.0 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 $1,128.3

million for the twelve months ended

October 31, 2024.

The Bank’s reported net income, before interest

on subordinated debt and liabilities

for preferred shares and capital trust securities

and income

taxes was $11,270 million for the twelve months ended October 31,

2024,

which was 10.0 times the Bank’s aggregate

dividend and interest requirement

for this

period.

On an adjusted basis, the Bank’s net income

before interest on subordinated debt and liabilities

for preferred shares and capital trust securities

and income

taxes for the twelve months ended October

31, 2024,

was $17,181 million, which was 15.2 times

the Bank’s aggregate dividend and interest

requirement for this

period.

The Bank prepares its consolidated financial

statements in accordance with International

Financial Reporting Standards (IFRS),

the current generally accepted

accounting principles (GAAP), and refers to results

prepared in accordance with IFRS as

the “reported” results. The Bank also utilizes

non-GAAP financial

measures such as “adjusted” results

(i.e. reported results excluding “items of note”)

and non-GAAP ratios to assess each of

its businesses and measure overall

Bank performance. The Bank believes that non-GAAP

financial measures and non-GAAP ratios

provide the reader with a better understanding

of how

management views the Bank’s performance. Non-GAAP

financial measures and ratios used in

this presentation are not defined terms under

IFRS and, therefore,

may not be comparable to similar terms

used by other issuers. See “Financial Results

Overview”

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

and

www.sedar+.com), which is incorporated by reference, for

further explanation, reported basis results,

a list of the items of note, and a reconciliation

of adjusted to

reported results.

ex992

ex992p1i0

TD BANK GROUP • FOURTH QUARTER 2024 • EARNINGS NEWS RELEASE

Page 1

TD Bank Group Reports Fourth Quarter and Fiscal 2024 Results

Earnings News Release •

Three and twelve months ended October 31, 2024

FOURTH QUARTER FINANCIAL HIGHLIGHTS,

compared with the fourth quarter last

year:

Reported diluted earnings per share were

$1.97, compared with $1.48.

Adjusted diluted earnings per share were

$1.72, compared with $1.82.

Reported net income was $3,635 million,

compared with $2,866 million.

Adjusted net income was $3,205 million,

compared with $3,485 million.

FULL YEAR FINANCIAL HIGHLIGHTS, compared

with last year:

Reported diluted earnings per share were

$4.72, compared with $5.52.

Adjusted diluted earnings per share were

$7.81, compared with $7.91.

Reported net income was $8,842 million,

compared with $10,634 million.

Adjusted net income was $14,277 million,

compared with $14,995 million.

FOURTH QUARTER ADJUSTMENTS –

CHARGE (GAIN) FOR ITEMS OF NOTE:

The fourth quarter reported earnings figures

included the following items of note:

Amortization of acquired intangibles of $60

million ($52 million after-tax or 3 cents

per share), compared with $92 million

($83 million after-tax or

4 cents per share) in the fourth quarter last

year.

Acquisition and integration charges related

to the Schwab transaction of $35 million

($26 million after-tax or 2 cents per share),

compared with

$31 million ($26 million after-tax or 1 cent

per share) in the fourth quarter last year.

Acquisition and integration charges related

to the Cowen acquisition of $82 million

($64 million after-tax or 4 cents per share),

compared with

$197 million ($161 million after-tax or 9 cents

per share) in the fourth quarter last year.

Impact from the terminated First Horizon

(FHN) acquisition-related capital

hedging strategy of $59 million ($45

million after-tax or 2 cents per share),

compared with $64 million ($48 million after-tax

or 3 cents per share) in the fourth quarter

last year.

Gain on sale of Schwab shares of ($1,022)

million (($1,022) million after-tax

or (59) cents per share).

U.S. balance sheet restructuring of $311 million ($234

million after-tax or 13 cents

per share).

Indirect tax matters of $226 million ($173

million after-tax or 10 cents per share).

Federal Deposit Insurance Corporation

(FDIC)

special assessment of ($72)

million (($54)

million after-tax or (3) cents per share).

Global resolution of the investigations

into the Bank’s U.S. BSA/AML program of $52 million

($52 million after-tax or 3 cents per share).

TORONTO

, December 5, 2024 – TD Bank Group (“TD”

or the “Bank”) today announced its financial

results for the fourth quarter ended October

31, 2024.

Reported earnings were $3.6 billion,

up 26.8% compared with the fourth quarter last

year, and adjusted earnings were $3.2 billion,

down 8.0%.

“Despite a challenging quarter, we are pleased with

the Bank’s underlying fundamentals, which were

reflected in our revenue growth.

This quarter, we delivered

higher fee income in our markets-related businesses,

volume growth in Canada, and stable deposits

in the U.S.,”

said Bharat Masrani, Group President and

CEO,

TD Bank Group. “A key development this quarter

was the resolution of our U.S. AML matters,

bringing important clarity to our stakeholders.

Remediation is our

number one priority, and we continue to make meaningful progress

in addressing the failures.”

Canadian Personal and Commercial

Banking delivered a strong quarter

with record revenue and continued positive

operating leverage

Canadian Personal and Commercial

Banking net income was $1,823 million, an

increase of 9% compared to the fourth quarter

last year, reflecting higher revenue,

partially offset by higher non-interest expenses and

provisions for credit losses. Revenue

was a record $5,064 million, an increase

of 7%, primarily reflecting loan

and deposit volume growth and margin expansion

on deposits.

This quarter, Canadian Personal and Commercial Banking

enhanced its credit card loyalty programs,

teaming up with the Vancouver Canucks to offer exclusive

perks at home games for eligible TD credit

cardholders. Canadian Business Banking

continued to drive innovation with the launch

of TD eCommerce Solutions, a

full-service e-commerce platform for businesses

to sell online and take payments,

and through a collaboration with TouchBistro to provide a streamlined

payment

and operations

management platform for restaurant owners.

The U.S. Retail Bank delivered loan growth

and stable deposits in a challenging

quarter

U.S. Retail reported net income for the quarter

was $863 million (US$634 million), down 32% (32%

in U.S. dollars) compared with the fourth quarter

last year. On

an adjusted basis, net income was $1,095

million (US$803 million), down 14% (14%

in U.S. dollars). Reported net income

for the quarter from the Bank’s

investment in The Charles Schwab Corporation

(“Schwab”) was $154 million (US$114 million), down 22% (22% in

U.S. dollars).

This quarterly earnings news release should

be read in conjunction with the Bank’s unaudited

fourth quarter 2024 consolidated financial results

for the year

ended October 31, 2024, included in this Earnings

News Release and the audited 2024 Consolidated

Financial Statements, prepared in accordance

with

International Financial Reporting Standards

(IFRS) as issued by the International Accounting

Standards Board (IASB), which is available

on TD’s website at

http://www.td.com/investor/.

This analysis is dated December 4, 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 to the presentation

adopted in the current period. Additional

information including the 2024 MD&A relating

to the Bank is available

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

as well as on SEDAR+

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

Exchange Commission’s (SEC)

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

Reported results conform to generally accepted

accounting principles (GAAP), in accordance

with IFRS. Adjusted results are non-GAAP financial

measures.

For additional information about the Bank’s 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.

TD BANK GROUP • FOURTH QUARTER 2024 • EARNINGS NEWS RELEASE

Page 2

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

in Schwab, reported net income was $709

million (US$520 million), down 34% (34% in

U.S. dollars)

compared with the fourth quarter last year, reflecting higher

PCL, higher non-interest expenses, and lower

revenue. On an adjusted basis, net income

was

$941 million (US$689 million), down 12%

(13% in U.S. dollars), reflecting higher PCL

and higher non-interest expenses.

This quarter, the U.S Retail Bank announced an extension

to its credit card program agreement with

Nordstrom to continue as the exclusive issuer

of Nordstrom’s

Visa and private label consumer credit cards through

2032.

TD Bank,

America’s Most Convenient Bank

®

(TD AMCB), ranked #1 for the eighth

consecutive year in

total number of approved U.S. Small Business

Administration (SBA) loans in its Maine

to Florida footprint and #2 in SBA loans nationally. In addition, TD AMCB

earned the 2024 Great Places to Work Certification™

for the ninth year in a row.

Wealth Management and Insurance delivered strong

underlying performance offset by impact

of severe weather events

Wealth Management and Insurance net income

was $349 million, down 29% compared

with the fourth quarter last year. Revenue for the quarter was

$3,937 million, an increase of $981 million, or

33%. Of the increase, $718 million, or 27%,

was driven by reinsurance recoveries with

the remainder reflecting

higher insurance premiums, asset growth, increased

transaction revenue and higher deposit

margins. TD Insurance reported higher claims

costs due to a

significant hailstorm in Calgary and severe

weather events in Quebec, in addition to increased

claims severity.

This quarter, Wealth Management and Insurance continued its

focus on client-centric innovation. TD Direct Investing

launched TD Active Trader Live, a new

weekly streaming program designed to

enhance clients’ trading experience with in-depth

analysis, insights and strategies.

TD Asset Management grew its ETF

business, leading the Big 5 banks in market

share growth this fiscal year

1

. TD Insurance continued its digital transformation,

with over 40% of eligible customers

now purchasing their insurance online. Additionally, TD Insurance

provided support and advice to customers

and communities impacted by severe

weather events

this quarter.

Wholesale Banking continued to demonstrate

increased earnings power from combined

TD Securities and TD Cowen capabilities

Wholesale Banking reported net income for

the quarter was $235 million, an increase

of $218

million compared with the fourth quarter last

year, primarily reflecting

higher revenue and lower non-interest expenses,

partially offset by higher income taxes and PCL.

On an adjusted basis, net income was $299

million, an increase

of $121 million, or 68%. Revenue for the

quarter was $1,771 million, an increase of

$283 million, or 19%, compared with the

fourth quarter last year, reflecting

higher lending

revenue, underwriting fees and trading-related

revenue.

This quarter, TD Securities was joint lead on the Bank’s secondary

sale of Schwab shares in a US$2.5 billion

block trade, one of the ten largest U.S. block

trades

since 2010. TD Cowen was recognized

for its industry-leading research capabilities

in the 2024 Extel Research Surveys, including

#1 in Telecom & Media and

third place overall in Canada. In the U.S.

survey, TD Cowen’s Washington Research team ranked #1. In addition,

TD Securities was recognized in four categories

at the Euromoney FX Awards, including Canada

s Best FX Bank.

Capital

TD’s Common Equity Tier 1 Capital ratio was 13.1%.

Looking Forward

For fiscal 2025, it will be challenging for the

Bank to generate earnings growth as it navigates

a transition year, advances AML remediation with investments

in its

risk and control infrastructure, and continues

to invest in its businesses.

The Bank is currently undertaking a strategic

review of organic opportunities and priorities,

productivity and efficiency initiatives, and

capital allocation alternatives.

As a result, TD is suspending the following

medium-term financial targets: 7-10%

adjusted EPS growth, 16%+ return on

equity and positive operating leverage.

The Bank expects to update its medium-term

financial targets in the second half of 2025.

“TD faced challenges in 2024, but we have

a strong Bank, with well-positioned businesses

serving millions of customers. Our AML

remediation is our top priority,

and we remain focused on strengthening

our risk and controls to meet our obligations,”

said Raymond Chun, Chief Operating Officer, TD Bank Group. “I’m

confident that in the year ahead, we will refresh

our strategy, drive change, and enhance efficient execution to deliver

for our shareholders and all stakeholders.”

The foregoing contains forward-looking statements. Refer to the

“Caution Regarding Forward-Looking Statements”

on page 3.

1

IFIC. As of September 30

th

, 2024.

TD BANK GROUP • FOURTH 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 (“2024 MD&A”) in the Bank’s 2024 Annual

Report under the heading “Economic Summary

and Outlook”, under the headings “Key Priorities

for 2025” 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

“2024 Accomplishments and Focus for

2025” for the Corporate segment, and in other

statements regarding the Bank’s

objectives and priorities for 2025

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 are typically identified

by words such as “will”, “would”, “should”,

“believe”, “expect”, “anticipate”, “intend”,

“estimate”, “plan”, “goal”,

“target”, “may”, and “could”. 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, process, systems, data, third-party, fraud, infrastructure, insider and

conduct),

model, insurance, liquidity, capital adequacy, legal and regulatory compliance (including

financial crime), 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 (including

the economic, financial, and

other impacts of pandemics); geopolitical

risk; inflation, interest rates and recession

uncertainty; regulatory oversight and

compliance risk; risks associated with the

Bank’s ability to satisfy the terms of the global resolution

of the civil and criminal investigations into

the Bank’s U.S. BSA/AML program; the impact

of the global

resolution of the civil and criminal investigations

into the Bank’s U.S. BSA/AML program on the

Bank’s businesses, operations,

financial condition,

and reputation;

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; the risk of large declines

in the value of Bank’s Schwab equity investment

and corresponding impact on TD’s market

value; technology and

cyber security risk (including cyber-attacks,

data security breaches or technology failures)

on the Bank’s technologies, systems and networks,

those of the Bank’s

customers (including their own devices),

and third parties providing services to

the Bank; data risk; model risk; fraud activity;

insider risk; conduct risk; the failure

of

third parties to comply with their obligations

to the Bank or its affiliates, including relating to the

care and control of information, and other

risks arising from the

Bank’s use of third-parties; the impact of new and

changes to, or application of, current laws,

rules and regulations, including without limitation

consumer protection

laws and regulations, 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-related risk); exposure

related to litigation and regulatory matters; ability

of the Bank to attract, develop, and

retain key talent; changes in foreign exchange

rates, interest rates, credit

spreads and equity prices; downgrade, suspension

or withdrawal of ratings assigned by any rating

agency, the value and market price of the Bank’s common

shares and other securities may be impacted

by market conditions and other factors;

the interconnectivity of Financial Institutions

including existing and potential

international debt crises; increased funding

costs and market volatility due to market illiquidity

and competition for funding; critical accounting

estimates and

changes to accounting standards, policies,

and methods used by the Bank; and the occurrence

of natural and unnatural catastrophic events

and claims resulting

from such events.

The Bank cautions that the preceding list is

not exhaustive of all possible risk factors and

other factors could also adversely affect the

Bank’s results. For more

detailed information, please refer to the “Risk

Factors and Management” section of

the 2024 MD&A, as may be updated in

subsequently filed quarterly reports to

shareholders and news releases (as

applicable) related to any events or transactions

discussed under the headings

“Significant Events” or “Significant and

Subsequent Events” in the relevant MD&A,

which applicable releases may be found on

www.td.com.

All such factors, as well as other uncertainties

and potential events, and the inherent

uncertainty of forward-looking statements,

should be considered carefully

when making decisions with respect

to the Bank. The Bank cautions readers not

to place undue reliance on the Bank’s forward-looking

statements. Material

economic assumptions underlying the

forward-looking statements contained in

this document are set out in the 2024 MD&A

under the headings

“Economic

Summary and Outlook” and “Significant Events”,

under the headings “Key Priorities

for 2025” 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

“2024 Accomplishments

and Focus for 2025” 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

securities legislation.

This document was reviewed by the Bank’s Audit Committee and was approved by the Bank’s Board of Directors,

on the Audit Committee’s recommendation, prior to its release.

TD BANK GROUP • FOURTH QUARTER 2024 • EARNINGS NEWS RELEASE

Page 4

TABLE 1: FINANCIAL HIGHLIGHTS

(millions of Canadian dollars, except

as noted)

As at or for the three months ended

As at or for the twelve months ended

October 31

July 31

October 31

October 31

October 31

2024

2024

2023

2024

2023

Results of operations

Total revenue – reported

1

$

15,514

$

14,176

$

13,178

$

57,223

$

50,690

Total revenue – adjusted

1,2

14,897

14,238

13,242

56,789

52,037

Provision for (recovery of) credit losses

1,109

1,072

878

4,253

2,933

Insurance services expenses (ISE)

1

2,364

1,669

1,346

6,647

5,014

Non-interest expenses – reported

1

8,050

11,012

7,628

35,493

29,855

Non-interest expenses – adjusted

1,2

7,731

7,208

6,988

29,148

26,517

Net income (loss) – reported

1

3,635

(181)

2,866

8,842

10,634

Net income – adjusted

1,2

3,205

3,646

3,485

14,277

14,995

Financial positions

(billions of Canadian dollars)

Total loans net of allowance for loan losses

$

949.5

$

938.3

$

895.9

$

949.5

$

895.9

Total assets

1

2,061.8

1,967.2

1,955.1

2,061.8

1,955.1

Total deposits

1,268.7

1,220.6

1,198.2

1,268.7

1,198.2

Total equity

115.2

111.6

112.1

115.2

112.1

Total risk-weighted assets (RWA)

3

630.9

610.5

571.2

630.9

571.2

Financial ratios

Return on common equity (ROE) – reported

1,4

13.4

%

(1.0)

%

10.5

%

8.2

%

9.9

%

Return on common equity – adjusted

1,2

11.7

14.1

12.9

13.6

14.2

Return on tangible common equity (ROTCE)

1,2,4

17.8

(1.0)

14.3

11.2

13.4

Return on tangible common equity – adjusted

1,2

15.4

18.8

17.1

18.0

18.7

Efficiency ratio – reported

1,4

51.9

77.7

57.9

62.0

58.9

Efficiency ratio – adjusted, net of ISE

1,2,4,5

61.7

57.3

58.7

58.1

56.4

Provision for (recovery of) credit losses

as a % of net

average loans and acceptances

0.47

0.46

0.39

0.46

0.34

Common share information – reported

(Canadian dollars)

Per share earnings (loss)

1

Basic

$

1.97

$

(0.14)

$

1.48

$

4.73

$

5.53

Diluted

1.97

(0.14)

1.48

4.72

5.52

Dividends per share

1.02

1.02

0.96

4.08

3.84

Book value per share

4

59.59

57.61

56.56

59.59

56.56

Closing share price

6

76.97

81.53

77.46

76.97

77.46

Shares outstanding (millions)

Average basic

1,748.2

1,747.8

1,806.3

1,758.8

1,822.5

Average diluted

1,749.3

1,747.8

1,807.8

1,760.0

1,824.4

End of period

1,750.1

1,747.9

1,790.7

1,750.1

1,790.7

Market capitalization (billions of Canadian dollars)

$

134.7

$

142.5

$

138.7

$

134.7

$

138.7

Dividend yield

4

5.0

%

5.3

%

4.7

%

5.1

%

4.6

%

Dividend payout ratio

4

51.8

n/m

7

64.6

86.1

69.3

Price-earnings ratio

1,4

16.3

19.2

14.0

16.3

14.0

Total shareholder return (1 year)

4

4.5

(1.4)

(6.9)

4.5

(6.9)

Common share information – adjusted

(Canadian dollars)

1,2

Per share earnings

1

Basic

$

1.72

$

2.05

$

1.82

$

7.82

$

7.92

Diluted

1.72

2.05

1.82

7.81

7.91

Dividend payout ratio

59.2

%

49.7

%

52.4

%

52.1

%

48.4

%

Price-earnings ratio

1

9.9

10.3

9.8

9.9

9.8

Capital Ratios

3

Common Equity Tier 1 Capital ratio

13.1

%

12.8

%

14.4

%

13.1

%

14.4

%

Tier 1 Capital ratio

14.8

14.6

16.2

14.8

16.2

Total Capital ratio

16.8

16.3

18.1

16.8

18.1

Leverage ratio

4.2

4.1

4.4

4.2

4.4

Total Loss Absorbing Capacity (TLAC) ratio

28.7

29.1

32.7

28.7

32.7

TLAC Leverage ratio

8.1

8.3

8.9

8.1

8.9

1

For the three and twelve months ended October 31, 2023, certain amounts have been restated for the adoption

of IFRS 17,

Insurance Contracts

(IFRS 17). Refer to Note 4 of the Bank’s

2024 Consolidated Financial Statements for further details.

2

The Toronto-Dominion Bank (“TD” or the

“Bank”) prepares its Consolidated Financial Statements in accordance with 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 and non-GAAP ratios to

assess each of its businesses and to measure overall Bank performance. To

arrive at adjusted results, the Bank adjusts reported results for “items of note”. Refer to the

“How We

Performed” section of this document for further explanation, a list of the items of note, and a reconciliation of adjusted

to reported results. Non-GAAP financial measures and ratios used

in this document are not defined terms under IFRS and, therefore, may not be comparable to similar terms

used by other issuers.

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 TLAC guidelines. Refer to the “Capital Position” section in the Bank’s

2024 MD&A for further details.

4

For additional information about this metric, refer to the Glossary in the Bank’s 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 –

Q4 2024: $12,533 million, Q3 2024: $12,569 million, Q4 2023: $11,

896 million, 2024: $50,142 million, 2023: $47,023 million. Effective fiscal 2024, the composition

of this non-GAAP ratio

and the comparative amounts have been revised.

6

Toronto Stock Exchange closing market

price.

7

Not meaningful.

TD BANK GROUP • FOURTH QUARTER 2024 • EARNINGS NEWS RELEASE

Page 5

SIGNIFICANT EVENTS

a) Global Resolution of the Investigations into the Bank’s U.S. BSA/AML Program

On October 10, 2024, following active cooperation

and engagement with authorities and

regulators, the Bank reached a resolution

with respect to previously

disclosed investigations related to its U.S. Bank

Secrecy Act (BSA) and Anti-Money Laundering

(AML) compliance programs. The Bank

and certain of its U.S.

subsidiaries consented to orders with the Office of

the Comptroller of the Currency (OCC), the

Federal Reserve Board (FRB), and the Financial

Crimes

Enforcement Network (FinCEN) and entered

into plea agreements with the Department

of Justice (DOJ), Criminal Division,

Money Laundering and Asset

Recovery Section and the United States

Attorney’s Office for the District of New Jersey (collectively, the “Global

Resolution”). Details of the Global Resolution

include: (i) a total payment of US$3.088 billion

(C$4.233 billion), all of which was provisioned

during the 2024 fiscal year; (ii) TD Bank,

N.A. (TDBNA) pleading

guilty to one count of conspiring to fail to

maintain an adequate AML program, fail

to file accurate

currency transaction reports (CTRs) and

launder money and TD

Bank US Holding Company (TDBUSH) pleading

guilty to two counts of failing to

maintain an adequate AML program and failing

to file accurate CTRs; (iii)

requirements to remediate the Bank’s U.S. BSA/AML

program, broadly aligned to its existing

remediation program, which requirements

the Bank has begun to

address; (iv) a requirement to prioritize the

funding and staffing of the remediation, which includes

Board certifications for dividend distributions

from certain of the

Bank’s U.S. subsidiaries to the Bank; (v) formal oversight

of the U.S. BSA/AML remediation through

an independent compliance monitorship;

(vi) a prohibition

against the average combined total assets

of TD’s two U.S. banking subsidiaries (TD Bank,

N.A. and TD Bank USA, N.A.) (collectively, the “U.S. Bank”) exceeding

US$434 billion (representing the combined

total assets of the U.S. Bank as at September

30, 2024) (the “Asset Limitation”), and if

the U.S. Bank does not achieve

compliance with all actionable articles in

the OCC consent orders (and for each successive

year that the U.S. Bank remains non-compliant),

the OCC may require

the U.S. Bank to further reduce total consolidated

assets by up to 7%; (vii) the U.S. Bank being

subject

to OCC supervisory approval processes

for any additions

of new bank products, services, markets, and

stores prior to the OCC’s acceptance of the U.S. Bank’s

improved AML policies and procedures,

to ensure the AML

risk of new initiatives is appropriately considered

and mitigated; (viii) requirements for

the Bank and TD Group U.S. Holdings, LLC

(TDGUS) to retain a third party

to assess the effectiveness of the corporate governance

and U.S. management structure and composition

to adequately oversee U.S. operations;

and (ix)

requirements to comply with the terms of the

plea agreements with the DOJ during a

five-year term of probation (which could be

extended as a result of the Bank

failing to complete the compliance undertakings,

failing to cooperate or to report alleged misconduct

as required, or committing additional crimes);

(x) an ongoing

obligation to cooperate with DOJ investigations;

and (xi) an ongoing obligation to report evidence

or allegations of violations by the Bank, its

affiliates, or their

employees that may be a violation of U.S. federal

law.

Refer to “Key Terms of the Global Resolution”

below for additional information about

the terms of the orders and plea agreements.

Key Terms of the Global Resolution

Order/Agreement

Key Requirements

Plea Agreements between the DOJ and

TDBUSH and TDBNA dated

October 10, 2024

TDBUSH plead guilty to BSA/AML program violations (31 U.S.C. § 5318(h) and 5322) and currency transaction report violations (31 U.S.C. § 5313

and 5324).

TDBNA plead guilty to conspiracy (18 U.S.C. § 371) with three objects: BSA/AML program violations (31 U.S.C. § 5318(h)) and 5322), currency

transaction report violations (31 U.S.C. § 5313 and 5324), and money laundering (18 U.S.C. § 1956(a)(2)(B)(i)).

Monetary Penalty: fine of US$1,434,013,478.40 (US$1,428,513,478.40 after crediting) for TDBUSH and a fine of US$500,000 and a forfeiture of

US$452,432,302 (US$328,932,302 after crediting) for TDBNA.

Term of Probation: Five-year term of probation.

Remediation requirements:

-

Independent Compliance Monitor. Retain an independent compliance monitor for a period of three years to oversee the Bank’s compliance

remediation and enhancement.

-

BSA/AML Compliance Obligations. Continue to implement and enhance its AML compliance program such that, at minimum, it meets the

requirements as set forth in Attachment C to the Plea Agreements, which lays out compliance commitments, including with respect to tone

from the top; policies, procedures, and internal controls; transaction monitoring and reporting; oversight and independence; insider risk;

training; internal reporting; employee discipline; monitoring, testing, and audit; and address any deficiencies in its AML compliance program,

as specified in the Plea Agreements.

Cooperation: Cooperate with the DOJ in any investigation or prosecution relating to the conduct, individuals, and entities described in the Plea

Agreements and the Statement of Facts attached to the Plea Agreements, as well as any other conduct, individuals, and entities under investigation

by the DOJ at any time during the length of the Agreements’ obligations.

Disclosure: To the extent that the Bank learns of any evidence or allegation of conduct by the Bank, its affiliates, or their employees that may be a

violation of U.S. federal law, promptly report to the DOJ any such evidence or allegation.

Sale/Merger/Transfer: Any change in corporate form, including a sale, merger, or transfer of business operations that are material to the Bank’s

consolidated operations, or to the operations of any subsidiaries, branches, or affiliates involved in the conduct described in the Statement of Facts,

as they exist as of the date of the Agreements, whether such transaction is structured as a sale, asset sale, merger, transfer, or other change in

corporate form, the Bank must include in any such contract a provision binding the purchaser, or any successor in interest thereto, to the obligations

described in the Agreements, and the other party to the contract must agree in writing to the terms and obligations to the Agreements; meet other

requirements prior to any such change in corporate form, including a sale, merger, or transfer of business operations, as specified in the

Agreements.

Breach of Agreements: The following would constitute a breach of the Agreements: (a) any felony under U.S. federal law; (b) providing deliberately

false, incomplete, or misleading information to the DOJ; (c) failing to cooperate with the DOJ; (d) failing to implement a compliance program as set

forth in the Plea Agreements and Attachment C to the Plea Agreements and complete the monitorship as set forth in the Plea Agreements and

Attachment D to the Plea Agreements; (e) committing any acts that, had they occurred within the jurisdictional reach of the United States, would be

a violation of federal money laundering laws or the Bank Secrecy Act; or (f) otherwise failing specifically to perform or to fulfill completely each of the

obligations under the Agreements. In the event of a breach of the Agreements, the Bank will be subject to prosecution for any federal criminal

violation of which the DOJ is aware, including the charges to which the Bank pleaded guilty.

Non-Contradiction: The Bank will not make any public statement, in litigation or otherwise, contradicting its acceptance of responsibility or the facts

described in the Information or Statement of Facts. The Bank will seek preclearance from the DOJ before issuing any affirmative public statement in

connection with the resolutions, including via press release, press conference remarks, or a scripted statement to investors.

Acknowledgement by the Bank and TDGUS of the Agreements by TDBNA and TDBUSH and agreement to undertake the cooperation commitments

outlined in the Agreements and ensure that TDBNA and TDBUSH comply with all terms of the Agreements.

TD BANK GROUP • FOURTH QUARTER 2024 • EARNINGS NEWS RELEASE

Page 6

Order/Agreement

Key Requirements

FinCEN Consent Order involving TDBNA

and TD Bank USA, N.A. (TDBUSA)

BSA/AML program violations (31 U.S.C. § 5318 (h)(1) and 31 C.F.R. § 1020.210(a)), suspicious activity report violations (31 U.S.C. § 5318(g) and

31 C.F.R. § 1020.320), and currency transaction report violations (31 U.S.C. § 5313 and 31 C.F.R.

§ 1010.311).

BSA/AML program violations (31 U.S.C. § 5318 (h)(1) and 31 C.F.R. § 1020.210(a)), suspicious activity report violations (31 U.S.C. § 5318(g) and

31 C.F.R. § 1020.320), and currency transaction report violations (31 U.S.C. § 5313 and 31 C.F.R.

§ 1010.311).

Monetary Penalty: US$1.3 billion (requiring a payment of US$757 million after crediting).

Remediation Requirements:

-

Independent Compliance Monitor. The Order requires the Bank to retain an independent compliance monitor for a period of 4 years, which

will be required to undertake various reviews and issue reports as outlined in the Order.

-

Suspicious activity report (SAR) Lookback. The Order recognized that the Bank has retained an independent third party to conduct a SAR

lookback review, which will be overseen by the independent compliance monitor. Within 150 days from the engagement of the monitor, the

SAR lookback consultant must deliver to FinCEN and the monitor a report summarizing the proposed scope and methodology of the review.

Within 18 months from the date of the SAR lookback report, the SAR lookback consultant must deliver a detailed report that summarizes the

findings of its review.

-

BSA/AML Program Review. The Order requires the Bank to retain an independent third party to conduct a review of the effectiveness of its

BSA/AML program, similar to the review required by the FRB and OCC. Within 60 days from the engagement of the monitor, the monitor

must propose an AML program consultant or elect to serve as the consultant. Within 90 days from the engagement of the consultant, the

consultant must deliver to FinCEN a report summarizing the proposed scope and methodology of the review. Within 60 days from the end of

the consultant’s review, but no later than one year from the date of its engagement, the consultant must submit to FinCEN a final written

report.

-

Accountability Review. The Order requires the independent compliance monitor to assess the accountability review work that the Bank has

conducted concerning the involvement of personnel in the conduct described in the Order. Within 120 days from the engagement of the

monitor, the monitor must deliver to FinCEN a report summarizing the proposed scope and methodology of the review. Within 60 days from

the end of the monitor’s review, but no later than one year from the date of its engagement, the monitor must submit to FinCEN a final

written report.

-

Data Governance Review. The Order requires the independent compliance monitor to oversee a data governance review, which will involve

an assessment of the Bank’s data governance framework. Within 120 days from the engagement of the monitor, the monitor must deliver to

FinCEN a report summarizing the proposed scope and methodology of the review. Within 60 days from the end of the monitor’s review, but

no later than one year from the date of its engagement, the monitor must submit to FinCEN a final written report.

Cooperation: The Order requires the Bank to cooperate with FinCEN in all matters within the scope of or related to the resolution.

Non-Contradiction: The Order requires the Bank not to make any public statement that contradicts the admissions or acceptance of responsibility or

any terms of the Order.

OCC Consent Orders involving TDBNA and

TDBUSA

BSA/AML program violation (12 C.F.R. § 21.21), suspicious activity report violations (12 C.F.R.

§ 21.11), currency transaction report violations (31

C.F.R. § 1010.312), customer due diligence violation (31 C.F.R.

§ 1020.210(a)(2)(v)) and recklessly engaging in unsafe or unsound practices

related to the Bank’s BSA/AML Compliance Program.

Monetary Penalty: US$450 million.

The Orders will remain in effect until amended, suspended, waived, or terminated, in writing by the OCC.

Remediation Requirements (dates listed below may be extended by written approval from the OCC):

-

Compliance Committee. Appoint, within 15 days of the Order’s effective date, a Compliance Committee to monitor and oversee the

TDBNA’s and TDBUSA’s compliance

with the Orders.

-

BSA/AML Action Plan. Submit a written plan, within 150 days of the Order’s effective date, detailing the remedial actions necessary to

achieve and sustain compliance with the BSA, its implementing regulations, and specified articles of the Orders, and to address all

BSA/AML deficiencies, violations, and corrective actions (the “BSA/AML Action Plan”). Adopt and implement the BSA/AML Action Plan and

provide progress reports.

-

BSA/AML Program Assessment and Remediation.

Retain, within 60 days of the Order’s effective date or as otherwise specified in the

BSA/AML Action Plan, an independent third-party consultant to conduct an end-to-end review and assessment of their BSA/AML Program

and draft a written report documenting its findings and recommendations, to be submitted to the boards of directors (Boards) of TDBNA and

TDBUSA, and the OCC, at the same time. Effectively remediate any identified gaps and deficiencies.

-

New Products, Services, Branches, and Markets. Submit, within 150 days of the Order’s effective date, or as otherwise specified in the

BSA/AML Action Plan, to the OCC for review and prior written determination of no supervisory objection, improved policies and procedures

for evaluating the BSA/AML risks posed by adding a new product or service and ensuring the Bank has adequate controls to mitigate such

risks, prohibits TDBNA and TDBUSA from adding new products or services until they receive a determination of no supervisory objection to

the improved policies and procedures. After receiving no supervisory objection to the policies and procedures, the Orders prohibit TDBNA

and TDBUSA from adding any new medium or high BSA/AML risk product or service without, among other requirements, a prior

determination of no supervisory objection. Prohibition from opening a new branch or entering a new market without first receiving no

supervisory objection.

-

BSA Officer and Staffing. Maintain a qualified BSA Officer vested with sufficient independence, authority, stature, and resources, and

requires the Boards to ensure that TDBNA and TDBUSA have sufficient managers and staff with the appropriate skills, expertise, and with

the requisite authority, to support the BSA Officer and BSA/AML program. Following the Independent Consultant review, ensure there is an

annual review of the adequacy of the Bank’s BSA Officer and staff, with the determinations finalized in writing, to be submitted to the OCC,

and the Boards are responsible for ensuring any necessary changes are implemented. Ensure that the BSA Officer and staff have sufficient

training, authority, resources, and skill, that management has the necessary knowledge to oversee the Bank’s compliance with the BSA, that

information systems are effective, and that there are clear lines of authority and responsibility for the BSA/AML compliance function and

staff, including giving the BSA Officer the ultimate accountability for and authority over all the U.S. BSA/AML Program components.

-

BSA/AML Training. Implement, within 120 days of the Order’s effective date, or as otherwise specified in the BSA/AML Action Plan, an

effective BSA/AML Training Program that meets certain minimum requirements, as detailed in the Orders.

TD BANK GROUP • FOURTH QUARTER 2024 • EARNINGS NEWS RELEASE

Page 7

Order/Agreement

Key Requirements

OCC Consent Orders involving TDBNA and

TDBUSA

-

BSA/AML Internal Controls. Develop and implement, within 120 days of the Order’s effective date, or as otherwise specified in the BSA/AML

Action Plan, an effective Internal Controls Program to identify and control the risks associated with money laundering and terrorist financing

and other illicit financial activity, and to achieve and maintain compliance with the BSA. The Internal Controls Program must meet certain

minimum requirements, as detailed in the Orders.

-

Customer Due Diligence and Risk Identification. Develop and implement, within 120 days of the Order’s effective date, or as otherwise

specified in the BSA/AML Action Plan, an effective customer due diligence (CDD) program to ensure appropriate collection and analysis of

customer information when opening new accounts, when renewing or modifying existing accounts for customers, and when the Bank

obtains event-driven information indicating that it would be prudent to obtain updated information and maintain accurate customer risk

profiles. The CDD Program must meet certain minimum requirements, as detailed in the Orders.

-

Suspicious Activity Identification, Evaluation, and Reporting. Develop and implement, within 120 days of the Order’s effective date, or as

otherwise specified in the BSA/AML Action Plan, an effective suspicious activity monitoring and reporting program to ensure the timely and

appropriate identification, review, and disposition of unusual activity, and the filing of SARs. The Suspicious Activity Review Program must

meet certain minimum requirements, as detailed in the Orders.

-

BSA/AML Independent Testing. Develop and implement, within 120 days of the Order’s effective date, or as otherwise specified in the

BSA/AML Action Plan, an effective BSA/AML independent testing program to test the Bank’s compliance with the BSA, relative to its risk

profile, and the overall adequacy of the Bank’s BSA/AML Program. The BSA/AML Audit Program must meet certain minimum requirements,

as detailed in the Orders. Develop risk assessment and planning processes that clearly document AML risk, and for management to require

reporting on no less than a quarterly basis of all deficiencies in BSA/AML processes and controls identified through the BSA/AML Audit

Program to the Bank’s Board or BSA/AML Audit Committee, and to senior management, after which the Boards or BSA/AML Audit

Committee must ensure that management takes prompt action to remediate the cited deficiencies and validates corrective action.

-

Suspicious Activity Review Lookback. Retain, within 60 days of the Order’s effective date, or as otherwise specified in the BSA/AML Action

Plan, an independent third-party consultant to conduct a review and provide a written report on the Bank’s suspicious activity monitoring,

investigation, decisioning, and reporting. The OCC has discretion to expand the scope of the look-back after its review of the report.

-

Accountability for Employees Involved in Misconduct. TDBNA and TDBUSA are prohibited from retaining, now or in the future, any individual

as an officer, employee, agent, consultant, or contractor who participated in, was subject to formal discipline, or was separated or terminated

in connection with the underlying conduct described in the Orders, and TDBNA and TDBUSA are required to submit, within 30 days of the

Order’s effective date, to the OCC policies, procedures, and reporting requirements for ensuring compliance with the accountability

requirements. The Orders also require the HR senior executive officers of TDBNA and TDBUSA to submit, on a quarterly basis, compliance

with the accountability requirements.

-

General Board Requirements. Ensure timely adoption and implementation of all corrective actions required by the Orders, verification of

adherence to the corrective actions, and ensure the corrective actions are effective in addressing the deficiencies that led to the Orders.

Limits on Growth. TDBNA and TDBUSA may not take any action that would cause the average of the Bank’s total consolidated assets for the

current calendar quarter and the immediately preceding calendar quarter to exceed the total consolidated assets reported as of September 30,

  1. If TDBNA and TDBUSA do not meet the deadline for compliance with all actionable articles in the Orders, the OCC may require TDBNA and

TDBUSA to reduce their total consolidated assets by up to 7% from their total consolidated assets as reported as of the most recent quarter, and for

each year TDBNA and TDBUSA continue to be in noncompliance with the Orders, the OCC may require further reductions up to 7% from their total

consolidated assets as reported as of the most recent calendar quarter. The Deputy Comptroller of the OCC may, at their discretion, temporarily

suspend the asset limit in light of unusual circumstances at TDBNA or TDBUSA.

Prioritization of Expenditure on Remediation. Prior to declaring or paying dividends, engaging in share repurchases, or making any other capital

distribution, the Boards of TDBNA and TDBUSA must certify in writing to the OCC that the Bank has allocated appropriate resources and staffing to

the remediation required by the Orders.

TD BANK GROUP • FOURTH QUARTER 2024 • EARNINGS NEWS RELEASE

Page 8

Order/Agreement

Key Requirements

Federal Reserve Cease & Desist Order with

TD Bank, TD Group US Holdings LLC

(TDGUS) and TDBUSH

Issued pursuant to 12 U.S.C. § 1818(b) and (i)(2)(B)

Monetary Penalty: US$123.5 million.

The Order will remain in effect until stayed, modified, terminated, or suspended in writing by the FRB.

Remediation Requirements (dates listed below may be extended by written approval from the FRB):

-

Board Oversight. Submit to the FRB, within 90 days of the Order’s effective date, a written plan to oversee the matters identified in the

Order.

-

Corporate Governance and Management Review. Retain, within 30 days of the Order’s effective date, an independent third party to assess

the effectiveness of the corporate governance, board and U.S. management structure, and staffing needs at TD Bank, TDGUS, and

TDBUSH and draft a written report of findings and recommendations, which will be provided to the FRB and to the Office of the

Superintendent of Financial Institutions (OSFI) at the same time it is provided to the Boards of TD Bank and TDGUS. Submit to the FRB and

OSFI a written board oversight plan that is designed to address the findings and recommendations in the report and that describes the

actions the Boards of TD Bank and TDGUS will take to strengthen the management and corporate governance structure of TD Bank,

TDGUS, and TDBUSH.

-

U.S. Remediation Office: Submit, within 90 days of the Order’s effective date, a written plan to establish a Remediation Office in the United

States to operate under the oversight of the Boards. The Remediation Office will be responsible for several undertakings pursuant to the

Order.

-

U.S. Law Compliance Program. Submit, within 60 days of the Order’s effective date, a compliance program (U.S. Law Compliance Program)

to the FRB, including a timeline for implementation. The U.S. Law Compliance Program related obligations include, among other

requirements, the relocation to the U.S. the part of the TD Bank, TDGUS, and TDBUSH compliance function that is responsible for

establishing and maintaining compliance with the applicable BSA/AML requirements by the branches, affiliates, and global business lines of

TD Bank, TDGUS, and TDBUSH.

-

BSA/AML Compliance Review. Retain, within 30 days of the Order’s effective date, an independent third party to conduct a review of the

BSA/AML compliance elements of the U.S. Law Compliance Program. The independent third party will be responsible for preparing a written

report of findings and recommendations, which will be provided to the FRB at the same time it is provided to the Boards. TD Bank, TDGUS,

and TDBUSH must submit a written plan that is designed to fully address the findings and recommendations in the report and that describes

the actions that will be taken to strengthen compliance with the applicable BSA/AML requirements.

-

Resource Allocation for Remediation. Prior to TDGUS or TDBUSH declaring or paying dividends, engaging in share repurchases, or making

any other capital distribution, the Boards must certify to the FRB that the appropriate resources and staffing have been allocated to

remediation, as required by the Order.

-

Accountability for Employees Involved in Misconduct. TD Bank, TDGUS, and TDBUSH are prohibited from retaining, now or in the future,

any individual as an officer, employee, agent, consultant, or contractor who participated in, was subject to formal discipline, or was

separated or terminated in connection with the underlying described in the Order.

-

Ongoing Reporting. Submit quarterly progress reports detailing the form and manner of actions taken to comply with the Order, a timetable

and schedule to implement specific remedial actions to be taken, and the results thereof. Pursuant to the Order, the written OCC progress

reports will be sent to the FRB.

Remediation of U.S. BSA/AML Program

As described in the DOJ Statement of Facts,

between January 2014 and October 2023,

the U.S. Bank’s BSA/AML Program had long-term,

pervasive, and

systemic deficiencies and the U.S. Bank (a)

failed to substantively update, and severely

limited the types of activity screened

through, the transaction monitoring

system, and (b) failed to adequately train employees

who served as the first line of defense against

money laundering. TDBNA’s failure to effectively manage its

employee risk also contributed to insider

misconduct. In addition, as noted in the OCC

Consent Order, deficiencies in the U.S. Bank’s BSA/AML Program

included

deficiencies related to: internal controls and risk

management practices; risk assessments;

customer due diligence; customer risk ratings;

suspicious activity

identification, evaluation, and reporting; governance;

staffing; independent testing; and training, among

others. There was a systemic breakdown

in the policies,

procedures, and processes to identify and report

suspicious activity.

The Bank is focused on remediating its U.S.

BSA/AML program to meet the requirements

of the Global Resolution, and it has organized

its remediation efforts

consistent with the requirements of the Global

Resolution. The redesign of the U.S. BSA/AML

program is focused on improvements

to capabilities across five core

pillars, namely: (i) People and Talent, (ii) Governance and Structure, (iii)

Policy and Risk Assessment, (iv) Process and

Control, and (v) Data and Technology.

Progress to date on the remediation includes:

(i)

People and Talent: The Bank has overhauled its U.S. BSA/AML program

resourcing across all three lines of defence. The

Bank has established a

dedicated and expanded U.S. Financial

Crime Risk Management leadership team and

structure, with emphasis on specific experience

and subject matter

expertise, including the appointment of the

BSA Officer as required by the OCC order. The Bank has also

created and hired new resources across

the first

line of defence with years of risk management

and control experience, particularly in

Financial Crime areas. The Internal Audit

function has also been

further developed to include resources with

specialized testing experience in the domain

as well as specific to remediation validation

work.

(ii)

Governance and Structure: The Bank has

strengthened its oversight structure and accountability

across all three lines of defence, including

the risk

management and audit functions, and has

established a dedicated committee at the

U.S. boards (the “U.S. Compliance Committee”)

as well as a

dedicated committee of the Bank’s Board of Directors

(the “Remediation Committee”) for remediation

oversight. In addition, the Bank has established

an

executive U.S. Remediation Office, which will be responsible

for overseeing the execution of the remediation

program and engaging with the U.S.

regulators in relation to the actions required

to be taken by the Bank under the Global

Resolution. The Bank also anticipates that

the monitorship will be

appointed in fiscal 2025

2

.

(iii)

Policy and Risk Assessment: The Bank has

introduced new standards with the goal of

enhancing capabilities to measure financial

crime risk more

effectively. Specifically, new risk limits

have been designed and implemented, and changes

to certain risk assessment processes were introduced

to help

highlight specific products and areas of

specific risk.

(iv)

Process and Control: The Bank has enhanced

customer onboarding procedures for cash

intensive clients. In addition, the Bank has

added additional

transactions to the Bank’s monitoring system and

added new scenarios to help increase the

detection of potentially suspicious activity across

its products

2

Under the terms of the plea agreements and consent orders, the selection of the monitor will be made by the DOJ

and FinCEN. Accordingly, the timing of the appointment

of the

monitorship is not entirely within the Bank’s control.

ex992p9i0

TD BANK GROUP • FOURTH QUARTER 2024 • EARNINGS NEWS RELEASE

Page 9

and services. The Bank has also implemented

role-based targeted training and enhanced

Bank-wide general training to reinforce understanding

and

accountability.

(v)

Data and Technology: The Bank has deployed new data-driven technology solutions

and has deployed the first phases of an enhanced

transaction

monitoring platform. The new system has an

enhanced data model and new capabilities

to modernize and manage the Bank’s detection

proficiency into

the future. Advanced analytics have been introduced

to improve the speed of investigation activities,

and to do proactive modeling of current risks

that

impact the Bank.

With the talent, governance, structure, and policy

foundations in place, the Bank expects

to have the majority of its management remediation

actions implemented

in calendar 2025, with additional management

actions planned for calendar 2026. In addition,

sustainability and testing activities are planned

for calendar 2026

and calendar 2027. The Bank is also targeting

to have the Suspicious Activity Report lookback

to be completed in 2027 per the FinCEN

Consent Order.

All

management remediation actions will be

subject to validation by the Bank’s internal audit

function, followed by the review and acceptance

by the appointed

monitor, demonstrated sustainability, and, ultimately, the review and approval of the Bank’s U.S. banking regulators

and the DOJ. The following graph illustrates

the Bank’s expected remediation plan and progress.

The Bank’s remediation timeline is based on the Bank’s

current plans, as well as assumptions related

to the duration of planning activities, including

the

completion of external benchmarking and

lookback reviews. The Bank’s ability to

meet its planned remediation milestones assumes

that the Bank will be able to

successfully execute against its U.S. BSA/AML

remediation program plan, which is

subject to inherent risks and uncertainties including

the Bank’s ability to attract

and retain key employees, the ability of

third parties to deliver on their contractual obligations,

and the successful development and implementation

of required

technology solutions. Furthermore, the execution

of the U.S. BSA/AML remediation plan, including

these planned milestones, will not be entirely

within the Bank’s

control including because of (i) the requirement

to obtain regulatory approval or non-objection

before proceeding with various steps, and

(ii) the requirement for the

various deliverables to be acceptable to the regulators

and/or the monitors. For additional information

on the risks associated with the remediation

of the Bank’s

U.S. BSA/AML program, see “Risk Factors That

May Affect Future Results – Global Resolution of

the Investigations into

the Bank’s U.S. BSA/AML Program”.

For information about estimated U.S. BSA/AML

remediation and governance and

control expenses for the 2025 fiscal year, see the “Key Priorities

for 2025”

section of the U.S. Retail segment; for additional

information about the Bank’s AML governance

framework, see the “Managing Risk”

section; and for information

about the risks associated with the remediation

of the Bank’s U.S. BSA/AML program, see

the “Risk Factors That May Affect Future Results

– Global Resolution of

the Investigations into the Bank’s U.S. BSA/AML

Program”

section.

Assessment and Strengthening of the

Bank’s Enterprise AML Program

The Bank is undertaking several improvements

to the Bank’s enterprise-wide AML/Anti-Terrorist Financing and Sanctions Programs

(“Enterprise AML Program”).

These improvements are made in the context

of the Bank’s 2023 annual assessment of

its Enterprise AML Program, which was

rated unsatisfactory as of October

31, 2023. The depth and severity of U.S. BSA/AML

program deficiencies contributed to

the effectiveness rating of the Enterprise AML Program.

Moreover, during

fiscal 2024, Financial Transactions and Reports Analysis

Centre of Canada (FINTRAC) undertook a

compliance examination of certain aspects of

the Bank’s AML

program in Canada. FINTRAC imposed

an administrative monetary penalty of $9.2

million and issued five violations: (i) FINTRAC

found that TD failed to file

suspicious transaction reports (STRs) in

20 of the cases it had reviewed and (ii)

FINTRAC issued four inter-related violations

that primarily stemmed from the

Bank’s failure to properly identify (i.e., assess

and document) its full population of high-risk

customers. Based on the Bank’s work to date,

the Bank (a) has not

identified issues to the same extent in Canada,

Europe or Asia as in the U.S., and (b)

has not experienced the same severe AML-related

events in Canada,

Europe or Asia as those experienced in the

U.S. However, the Bank has concluded that most of the pervasive

AML related issues in the U.S. are, to a

varying

extent, also applicable to certain aspects of

the Enterprise AML Program outside

the U.S. The Bank has identified a number

of areas in the Enterprise AML

Program outside the U.S. that require improvement.

Common themes requiring attention relate

to governance and oversight of various

components of the

Enterprise AML Program, quality of reporting

to senior management and the board of

directors, quality control processes, adequacy

of procedures in targeted

areas, operational deficiencies in respect of high-risk

customers, and certain aspects of

transaction monitoring.

Improvements to the Enterprise AML Program

outside the U.S. are underway, with corresponding investments

and resourcing in place across all three lines

of

defence, including key technology initiatives,

to ensure the Bank can address these deficiencies.

The Bank is also applying learnings obtained from

the

deficiencies identified in its U.S. BSA/AML

program to its Enterprise AML Program

outside the U.S. In particular, these improvements to

the Enterprise AML

Program outside the U.S. fall under three

main categories:

Tactical Enhancements: The Bank has launched the implementation of a number

of operational and business process enhancements

across the

enterprise, where necessary, that are similar to the initial enhancements

made to its U.S. BSA/AML program. These

enhancements are intended to

provide interim risk mitigation and strengthen

the control environment in specific key

areas.

Strategic Enhancements: A detailed plan

has been developed to upgrade the Enterprise

AML Program outside the U.S. and address

the areas that require

improvement, with ongoing updates.

FINTRAC Remediation: As a result of

the FINTRAC examination, the Bank

has established a remediation program and

submitted a detailed plan to

FINTRAC to address the FINTRAC violations

and ensure compliance with regulatory expectations.

TD BANK GROUP • FOURTH QUARTER 2024 • EARNINGS NEWS RELEASE

Page 10

Similar to the U.S. BSA/AML remediation program,

the FINTRAC remediation and other planned

strategic enhancements of the Enterprise AML

Program outside

the U.S. are organized under five core pillars:

i.

People & Talent: Similar to investments made in the U.S., the Bank has

recruited AML program leadership and

talent with a focus on deep subject matter

expertise, with additional recruitment underway.

ii.

Governance & Structure: The Bank is redefining

its enterprise AML governance approach,

including strengthening oversight structure

and reporting across

all three lines of defense.

iii. Policy & Risk Assessment: Similar to the changes

being made in the U.S., new enterprise

standards and capabilities are being updated

to measure

financial crime risk more effectively, and strengthen oversight across

key areas of the program, including high

risk and high cash customer activity.

iv. Process & Control: The Bank is in the process of enhancing

enterprise customer onboarding procedures,

updating approaches to transaction and

customer monitoring, and implementing

training to support enhanced processes and

reinforce accountability.

v.

Data & Technology: The Bank has established an enhancement plan to deliver

new technology solutions with stronger

detection and data management

capabilities, advanced analytics, new scenarios,

and modelling capabilities.

Based on the Bank’s current plans, the majority

of the above-mentioned remediation and

enhancement actions are anticipated

to be implemented by the Bank by

the end of calendar 2025, and will then be

subject to internal review, challenge, and validation of the

activities. See “Remediation of U.S. BSA/AML

Program”

for

U.S. BSA/AML remediation timeline.

TD BANK GROUP • FOURTH QUARTER 2024 • EARNINGS NEWS RELEASE

Page 11

Impact on the Bank’s Financial Performance Objectives

Reflecting a challenging macroeconomic

environment and the impact of the resolution

of investigations related to the Bank’s AML program,

in fiscal 2024, the

Bank did not meet the Bank’s medium-term financial

targets to attain 7-10% adjusted EPS growth (the

Bank’s fiscal 2024 adjusted EPS growth

was -1.3%), a

16%+ return on equity (the Bank’s fiscal 2024

adjusted return on equity was 13.6%), and

a positive operating leverage

3

(the Bank’s fiscal 2024 adjusted revenue,

net of insurance service expense, and adjusted

expense growth were 7.1% and 10.5%,

respectively).

The Bank expects that fiscal 2025 will be a transition

year, is prioritizing the investments and work that are required

to meet its regulatory commitments, and

expects that elevated risk and control expenses

will negatively impact earnings during the 2025

fiscal year. In addition, the Bank continues to invest in its

businesses. Accordingly, for fiscal 2025, it will be challenging for

the Bank to generate earnings growth.

The Bank does not expect to meet the following

three

previously disclosed medium-term financial

targets in fiscal 2025: 7-10% adjusted EPS

growth, 16%+ return on equity and positive

operating leverage.

The Bank is currently undertaking a broad-based

strategic review and will reassess organic

opportunities and priorities, productivity

and efficiency initiatives, and

capital allocation alternatives, with the objective

of delivering competitive returns for our

shareholders. As a result of this review, the Bank is suspending

the

following medium-term financial targets:

7-10% adjusted EPS growth, 16%+

return on equity and positive operating leverage.

The Bank expects to provide

updates on its strategic review, and on the Bank's medium-term

financial targets, in the second half of 2025.

The Bank remains confident in the earnings

growth

potential of its Canadian Personal & Commercial

Banking, Wealth Management & Insurance and

Wholesale Banking segments. While the Bank

expects that its

balance sheet restructuring activities in the

U.S. Retail segment and U.S. AML remediation

will impact the U.S. Retail segment, it

remains committed to the US

market and confident in the strength of the

US franchise.

As a result of the Bank’s investments in its risk

and control infrastructure and investments

supporting business growth, including employee-related

expenses, net

of expected productivity and restructuring

run-rate savings, the Bank expects

that expense growth for the 2025 fiscal year

will be in the range of 5-7%

4

.

Impact on the Bank’s U.S. Priorities

The U.S. Retail segment’s top priority remains

remediating the U.S. BSA/AML program

and strengthening the governance and

control environment. In addition, to

help ensure we can continue to support our

customers’ financial needs in the U.S.

while not exceeding the limitation on the combined

total assets of the U.S. Bank,

the Bank is focused on executing multiple balance

sheet restructuring actions in fiscal 2025. Refer

to the “Key Priorities for 2025”

section of the U.S. Retail

segment section for additional information,

including the loss associated with the balance

sheet restructuring actions which is treated as

an item of note in the U.S.

Retail segment results.

Impact on the Bank’s Operations

The plea agreements have resulted in one

TD entity being disqualified from serving as

an investment adviser or underwriter

to registered investment companies in

the United States,

which has required TD to seek a waiver

from the U.S. Securities and Exchange

Commission (“SEC”) and implement interim

arrangements until

a waiver is obtained. Another TD entity has

become disqualified from relying on the

U.S. Department of Labor’s “qualified

professional asset manager” exemption

for purposes of providing asset management

services to employee benefit plans subject

to the U.S. Employee Retirement Income

Security Act of 1974 (“ERISA”).

As a result, TD is relying on alternative exemptions

for purposes of ERISA compliance, which

are expected to allow TD to continue

to operate these businesses

without disruption. In addition, TD has made

minor modifications to its U.S. registered

securities programs. None of these changes

had a material impact on the

Bank’s fourth quarter of 2024 results.

The terms of the Global Resolution and

the financial, operational and business impact

that those terms have had on the Bank have led

to the Bank exceeding

certain internal risk metrics, resulting in

additional escalation and monitoring activities

within the Bank, including with respect to the

Bank’s remediation activities.

b)

Restructuring Charges

The Bank continued to undertake certain

measures in 2024 to reduce its cost base and

achieve greater efficiency. In connection with these measures, the Bank

incurred $566 million of restructuring charges

for the year ended October 31, 2024 (October 31,

2023 – $363 million), which primarily

relate to employee

severance and other personnel-related

costs and real estate optimization. This restructuring

program concluded in the third quarter

of 2024.

c) Federal Deposit Insurance Corporation Special

Assessment

On November 16, 2023, the Federal Deposit

Insurance Corporation (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 fiscal 2024.

On February 23, 2024, the FDIC notified

all institutions subject to the special assessment

that its estimate of total losses increased

compared to the amount

communicated with the final rule in November

  1. Accordingly, the Bank recognized an additional expense for

the special assessment of $103 million

(US$75 million)

in the second quarter of fiscal 2024.

During the fourth quarter of fiscal 2024,

the Bank updated the special assessment

estimate based on actual

invoices received during the year and recognized

an expense recovery of $72 million (US$52

million).

The final amount of the Bank’s special assessment

may be further updated as the FDIC determines

the actual losses to the Deposit Insurance

Fund.

d) Sale of Schwab Common Shares

On August 21, 2024, the Bank sold 40.5

million shares of common stock of The Charles

Schwab Corporation (“Schwab”) for proceeds

of approximately $3.4 billion

(US$2.5 billion). The share sale reduced the

Bank’s ownership interest in Schwab from 12.3%

to 10.1%. The Bank recognized approximately

$1.0 billion

(US$0.7 billion) as other income (net of $0.5

billion (US$0.4 billion) loss from accumulated

other comprehensive income (AOCI),

reclassified to earnings), in the

fourth quarter of fiscal 2024.

3

Operating leverage is a non-GAAP measure. At the total Bank level, TD calculates operating leverage

as the difference between the % change in adjusted revenue (U.S. Retail in source

currency) net of insurance service expense, and adjusted expenses (U.S. Retail in US$) grossed up

by the retailer program partners' share of PCL for the Bank's U.S. strategic card

portfolio. Collectively, these adjustments provide a measure

of operating leverage that management believes is more reflective of underlying business performance.

4

The Bank’s

expectations regarding

expense growth

is based

on the

Bank’s assumptions

regarding risk

and control

investments, employee-related

expenses, foreign

exchange impact,

and productivity and restructuring savings. These assumptions are subject to inherent uncertainties

and may vary based on factors both within and outside the Bank’s control including the

accuracy of

the Bank’s

employee compensation

and benefit

expense forecasts,

impact of

business performance

on variable

compensation, inflation,

the pace

of productivity

initiatives

across the

organization, and

unexpected expenses

such as

legal matters.

Refer to

the “Risk

Factors that

May Affect

Future Results”

section in

the Bank’s

2024 MD&A

for additional

information about risks and uncertainties that may impact the Bank’s estimates.

TD BANK GROUP • FOURTH QUARTER 2024 • EARNINGS NEWS RELEASE

Page 12

HOW WE PERFORMED

ECONOMIC SUMMARY AND OUTLOOK

The global economy remains on track for a

modest slowdown in calendar 2024, as high

interest rates continue to weigh on growth.

Alongside slower growth,

inflation across the G-7 has cooled, and

central banks have started to lower interest

rates. TD Economics expects future interest

rate reductions to be gradual, as

central banks assess how growth and inflation

respond. In addition, the evolution of geopolitical

risks maintains a degree of uncertainty

on both the economic

outlook and the inflation trajectory.

The U.S. economy has continued to grow at

a solid pace in calendar 2024 supported

by resilient consumer spending and

strength in business investment. High

borrowing costs have curtailed residential investment,

which has weighed on overall growth.

With U.S. domestic demand outpacing many

of its advanced economy

peers, import growth has also run ahead

of exports, leading to little support to growth

from international trade.

Based on the October 2024 data, the

U.S. job market has stabilized recently, with the unemployment rate

at 4.1%, up modestly from a year ago.

This can be

characterized as a normalization following

tight conditions that persisted for longer than

expected after the pandemic. The U.S. economy

carries the markings of a

“soft landing” that is allowing inflation pressures

to gradually drift lower and opened

the door to interest rate cuts by the U.S. Federal

Reserve. The U.S. central

bank lowered its policy rate by half a point in

September and another quarter point in October.

TD Economics expects the U.S. Federal

Reserve to continue to lower interest rates

over the next year. However, the pace of interest rate reductions has

become more uncertain following the November

election. Given the likelihood of increased

tariffs under the new administration,

and the potential for tax cuts, the

risk that inflation experiences renewed upward

pressure has increased. This could

slow the pace of interest rate reductions. TD

Economics expects the federal

funds rate to be lowered to 3.25-3.50% by the

end of calendar 2025 – a level that is still on

the restrictive side.

After Canada’s economy slowed notably in calendar

2023, strong population gains have lifted

economic growth in the first half of calendar

  1. Population

increases have also contributed to labour force

growth outpacing job creation, taking

the unemployment rate higher and cooling

labour market conditions. The

unemployment rate was 6.5% in October, above its pre-pandemic

level, but still below its long-run average.

Looking ahead, TD Economics expects

population

growth to slow sharply over the next

few years as the federal government reduced

its targets for permanent and non-permanent

residents. The negative impact of

the weaker population inflows on consumer

spending and housing activity is likely to be

more than offset by the boost to activity from lower

interest rates. As such,

TD Economics forecasts a modest pickup

in overall economic growth in calendar 2025

from this year’s estimated tepid

rate of around 1%.

As a result of favourable inflation dynamics

alongside a softening economy, the Bank of Canada has

cut interest rates four times in calendar 2024, taking

the

overnight rate to 3.75% in October. TD Economics expects

the Bank of Canada to continue lowering interest

rates over the next year, reaching between 2.25% to

2.50% by the end of calendar 2025. Interest

rates differentials between Canada and the

U.S. have widened, weakening the Canadian dollar. TD Economics

expects the Canadian dollar will trade in the

71 to 73 U.S. cent range over the next

few quarters.

HOW THE BANK REPORTS

The Bank prepares its Consolidated Financial

Statements in accordance with IFRS, the

current GAAP,

and refers to results prepared in accordance

with IFRS as

“reported” results.

Non-GAAP and Other Financial Measures

In addition to reported results, the Bank also

presents certain financial measures, including

non-GAAP financial measures that are

historical, non-GAAP ratios,

supplementary financial measures and capital

management measures, to assess its results.

Non-GAAP financial measures, such as “adjusted”

results, are utilized

to assess the Bank’s businesses and to measure

the Bank’s overall performance. To arrive at adjusted results, the Bank adjusts for “items

of note”, from reported

results. Items of note are items which

management does not believe are indicative of

underlying business performance and are

disclosed in Table 3. Non-GAAP

ratios include a non-GAAP financial measure

as one or more of its components. Examples

of non-GAAP ratios include adjusted basic

and diluted earnings per

share (EPS), adjusted dividend payout ratio, adjusted

efficiency ratio, and adjusted effective income

tax rate. The Bank believes that non-GAAP

financial

measures and non-GAAP ratios provide

the reader with a better understanding of how

management views the Bank’s performance.

Non-GAAP financial measures

and non-GAAP ratios used in this document

are not defined terms under IFRS and,

therefore, may not be comparable to similar

terms used by other issuers.

Supplementary financial measures depict

the Bank’s financial performance and position,

and capital management measures depict

the Bank’s capital position, and

both are explained in this document where

they first appear.

U.S. Strategic Cards

The Bank’s U.S. strategic cards portfolio is comprised

of agreements with certain U.S. retailers

pursuant to which TD is the U.S. issuer

of private label and co-

branded consumer credit cards to their U.S.

customers. Under the terms of the individual

agreements, the Bank and the retailers share

in the profits generated by

the relevant portfolios after credit losses.

Under IFRS, TD is required to present

the gross amount of revenue and provisions

for credit losses (PCL) related to

these portfolios in the Bank’s Consolidated Statement

of Income. At the segment level,

the retailer program partners’ share of revenues

and credit losses is

presented in the Corporate segment, with an

offsetting amount (representing the partners’

net share) recorded in Non-interest expenses,

resulting in no impact to

Corporate’s

reported Net income (loss). The Net income

(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 August 21, 2024, the Bank sold 40.5

million shares of common stock of Schwab for

proceeds of approximately $3.4 billion (US$2.5

billion). The share sale

reduced the Bank’s ownership interest in Schwab

from 12.3% to 10.1%. The Bank recognized

approximately $1.0 billion (US$0.7 billion) as

other income (net of

$0.5 billion (US$0.4 billion) loss from AOCI

reclassified to earnings), in the fourth quarter

of fiscal 2024.

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 12 of the 2024 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”

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

are designated as floating-rate obligations.

In comparison to the 2019 Schwab IDA Agreement,

the 2023 Schwab IDA Agreement extends

the initial expiration date

TD BANK GROUP • FOURTH QUARTER 2024 • EARNINGS NEWS RELEASE

Page 13

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 had 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.

By the end of the first quarter of fiscal 2024,

Schwab had fully exercised its option

buy down up to US$5 billion of FROA and

had paid a total of $337 million

(US$250 million) in termination fees to the

Bank in accordance with the 2023 Schwab

IDA Agreement. 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. Refer to

the “Related Party

Transactions” section in the Bank’s 2024 MD&A for further

details.

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 twelve months ended

October 31

July 31

October 31

October 31

October 31

2024

2024

2023

2024

2023

Net interest income

$

7,940

$

7,579

$

7,494

$

30,472

$

29,944

Non-interest income

1

7,574

6,597

5,684

26,751

20,746

Total revenue

1

15,514

14,176

13,178

57,223

50,690

Provision for (recovery of) credit losses

1,109

1,072

878

4,253

2,933

Insurance service expenses

1

2,364

1,669

1,346

6,647

5,014

Non-interest expenses

1

8,050

11,012

7,628

35,493

29,855

Income before income taxes and share

of net income from

investment in Schwab

1

3,991

423

3,326

10,830

12,888

Provision for (recovery of) income taxes

1

534

794

616

2,691

3,118

Share of net income from investment in

Schwab

178

190

156

703

864

Net income (loss) – reported

1

3,635

(181)

2,866

8,842

10,634

Preferred dividends and distributions on other

equity instruments

193

69

196

526

563

Net income (loss) available to common shareholders

1

$

3,442

$

(250)

$

2,670

$

8,316

$

10,071

1

For the three and twelve months ended October 31, 2023, certain amounts have been restated for the adoption of IFRS 17. Refer to Note 4 of the Bank’s 2024 Consolidated Financial Statements for

further details.

TD BANK GROUP • FOURTH QUARTER 2024 • EARNINGS NEWS RELEASE

Page 14

The following table provides a reconciliation between

the Bank’s adjusted and reported results.

For further details refer to the “Significant

Events” or “How the Bank

Reports”

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 twelve months ended

October 31

July 31

October 31

October 31

October 31

2024

2024

2023

2024

2023

Operating results – adjusted

Net interest income

1,2

$

8,034

$

7,641

$

7,558

$

30,749

$

30,394

Non-interest income

1,3,4

6,863

6,597

5,684

26,040

21,643

Total revenue

3

14,897

14,238

13,242

56,789

52,037

Provision for (recovery of) credit losses

1,109

1,072

878

4,253

2,933

Insurance service expenses

3

2,364

1,669

1,346

6,647

5,014

Non-interest expenses

3,5

7,731

7,208

6,988

29,148

26,517

Income before income taxes and share of net income from

investment in Schwab

3,693

4,289

4,030

16,741

17,573

Provision for (recovery of) income taxes

695

868

779

3,355

3,651

Share of net income from investment in Schwab

6

207

225

234

891

1,073

Net income – adjusted

3

3,205

3,646

3,485

14,277

14,995

Preferred dividends and distributions on other equity instruments

193

69

196

526

563

Net income available to common shareholders –

adjusted

3

3,012

3,577

3,289

13,751

14,432

Pre-tax adjustments for items of note

Amortization of acquired intangibles

7

(60)

(64)

(92)

(290)

(313)

Acquisition and integration charges related to the Schwab

transaction

5,6

(35)

(21)

(31)

(109)

(149)

Share of restructuring and other charges from investment

in Schwab

6

(35)

(49)

(35)

Restructuring charges

5

(110)

(363)

(566)

(363)

Acquisition and integration-related charges

5

(82)

(78)

(197)

(379)

(434)

Charges related to the terminated FHN acquisition

5

(344)

Payment related to the termination of the FHN transaction

5

(306)

Impact from the terminated FHN acquisition-related capital

hedging strategy

1

(59)

(62)

(64)

(242)

(1,251)

Impact of retroactive tax legislation on payment card clearing services

4

(57)

Gain on sale of Schwab shares

4

1,022

1,022

U.S. balance sheet restructuring

4

(311)

(311)

Indirect tax matters

2,5

(226)

(226)

Civil matter provision/Litigation settlement

4,5

(274)

(1,642)

FDIC special assessment

5

72

(442)

Global resolution of the investigations into the Bank’s

U.S. BSA/AML program

5

(52)

(3,566)

(4,233)

Less: Impact of income taxes

Amortization of acquired intangibles

(8)

(8)

(9)

(41)

(42)

Acquisition and integration charges related to the Schwab

transaction

(9)

(3)

(5)

(23)

(25)

Restructuring charges

(29)

(97)

(150)

(97)

Acquisition and integration-related charges

(18)

(18)

(36)

(82)

(89)

Charges related to the terminated FHN acquisition

(85)

Impact from the terminated FHN acquisition-related capital

hedging strategy

(14)

(16)

(16)

(60)

(308)

Impact of retroactive tax legislation on payment card clearing services

(16)

U.S. balance sheet restructuring

(77)

(77)

Indirect tax matters

(53)

(53)

Civil matter provision/Litigation settlement

(69)

(456)

FDIC special assessment

18

(109)

Canada Recovery Dividend (CRD) and federal tax rate increase

for fiscal 2022

8

585

Total adjustments for items

of note

430

(3,827)

(619)

(5,435)

(4,361)

Net income (loss) available to common shareholders

– reported

3

$

3,442

$

(250)

$

2,670

$

8,316

$

10,071

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 – 2023: ($1,386)

million, ii) basis adjustment amortization related to de-designated fair value hedge accounting relationships,

recorded in net interest income – 2023: $262

million, and iii) interest income (expense) recognized on the interest rate swaps, reclassified

from non-interest income

to net interest income with no impact to total adjusted net income – 2023: $585 million. After the

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

interest income – Q4 2024: ($59) million, Q3 2024: ($62) million, 2024: ($242) million, Q4 2023: ($64)

million, 2023: ($127)

million.

2

Adjusted net interest income excludes the following item of note:

i.

Indirect tax matters – Q4 2024: $35 million, 2024: $35 million, reported in the Corporate segment. Refer

to “Taxes”

in the “Financial Results Overview” section in the Bank’s 2024 MD&A for further details.

3

For the three and twelve months ended October 31, 2023, certain amounts have been restated for

the adoption of IFRS 17. Refer to Note 4 of the Bank’s 2024 Consolidated Financial Statements for

further details.

4

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

i.

Impact of retroactive tax legislation on payment card clearing services – 2023: $57 million, reported

in the Corporate segment;

ii.

The Bank sold 40.5 million shares of common stock of Schwab and recognized a gain on the sale

– Q4 2024: $1,022 million, 2024: $1,022 million, reported in the Corporate segment;

iii.

U.S. balance sheet restructuring – Q4 2024: $311 million, 2024: $311 million, reported in the U.S. Retail segment; and

iv.

Stanford litigation settlement – 2023: $39 million. This reflects the foreign exchange loss and is reported

in the Corporate segment.

5

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

i.

Amortization of acquired intangibles – Q4 2024: $33 million, Q3 2024: $34 million, 2024: $172 million, Q4

2023: $62 million, 2023: $193 million, reported in the Corporate segment;

ii.

The Bank’s own acquisition and integration charges related to the Schwab transaction – Q4 2024: $33

million, Q3 2024: $16 million, 2024: $88 million, Q4 2023: $18 million, 2023: $95 million, reported in the

Corporate segment;

iii.

Restructuring charges – Q3 2024: $110 million, 2024: $566 million, Q4 2023: $363 million, 2023: $363 million, reported in the Corporate segment;

iv.

Acquisition and integration-related charges – Q4 2024: $82 million, Q3 2024: $78 million, 2024: $379

million, Q4 2023: $197 million, 2023: $434 million, reported in the Wholesale segment;

v.

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

vi.

Payment related to the termination of the FHN transaction – 2023: $306 million, reported in the Corporate

segment;

vii.

Indirect tax matters – Q4 2024: $191 million, 2024: $191 million, reported in the Corporate segment.

Refer to “Taxes”

in the “Financial Results Overview” section in the Bank’s 2024 MD&A for further details;

viii.

Civil matter provision/Litigation settlement – 2024: $274 million in respect of a civil matter, 2023: $1,603 million in respect

of the Stanford litigation settlement, reported in the Corporate segment;

ix.

FDIC special assessment – Q4 2024: ($72) million, 2024: $442 million, reported in the U.S. Retail segment;

and

x.

Charges for the global resolution of the investigations into the Bank’s U.S. BSA/AML program – Q4 2024:

$52 million, Q3 2024: $3,566 million, 2024: $4,233 million, reported in the U.S. Retail segment.

6

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 – Q4 2024: $27 million, Q3 2024: $30 million, 2024:

$118 million, Q4 2023: $30 million, 2023: $120 million;

ii.

The Bank’s share of acquisition and integration charges associated with Schwab’s acquisition of TD Ameritrade – Q4 2024: $2

million, Q3 2024: $5 million, 2024: $21 million, Q4 2023: $13 million, 2023:

$54 million;

iii.

The Bank’s share of restructuring charges incurred by Schwab – 2024: $27 million; Q4 2023: $35 million, 2023:

$35 million; and

iv.

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

7

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 5

and 6 for amounts.

8

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 • FOURTH QUARTER 2024 • EARNINGS NEWS RELEASE

Page 15

TABLE 4: RECONCILIATION OF REPORTED TO ADJUSTED EARNINGS PER SHARE

1

(Canadian dollars)

For the three months ended

For the twelve months ended

October 31

July 31

October 31

October 31

October 31

2024

2024

2023

2024

2023

Basic earnings (loss) per share – reported

2

$

1.97

$

(0.14)

$

1.48

$

4.73

$

5.53

Adjustments for items of note

(0.25)

2.19

0.34

3.09

2.39

Basic earnings per share – adjusted

2

$

1.72

$

2.05

$

1.82

$

7.82

$

7.92

Diluted earnings (loss) per share – reported

2

$

1.97

$

(0.14)

$

1.48

$

4.72

$

5.52

Adjustments for items of note

(0.25)

2.19

0.34

3.09

2.39

Diluted earnings per share – adjusted

2

$

1.72

$

2.05

$

1.82

$

7.81

$

7.91

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 twelve months ended October 31, 2023, certain amounts have been restated for the adoption

of IFRS 17. Refer to Note 4 of the Bank’s 2024 Consolidated Financial

Statements for further details.

TABLE 5: NON-GAAP FINANCIAL MEASURES – Reconciliation

of Reported to Adjusted Provision for Income

Taxes

(millions of Canadian dollars, except

as noted)

For the three months ended

For the twelve months ended

October 31

July 31

October 31

October 31

October 31

2024

2024

2023

2024

2023

Provision for income taxes – reported

1

$

534

$

794

$

616

$

2,691

$

3,118

Total adjustments for items of note

161

74

163

664

533

Provision for income taxes – adjusted

1,2

$

695

$

868

$

779

$

3,355

$

3,651

Effective income tax rate – reported

1

13.4

%

187.7

%

18.5

%

24.8

%

24.2

%

Effective income tax rate – adjusted

1,2

18.8

20.2

19.3

20.0

20.8

1

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

Refer to Note 4 of the Bank’s 2024 Consolidated Financial

Statements for further details.

2

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

MD&A.

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 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 available 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 increased to 11.5% of Common Equity

Tier 1 (CET1) Capital effective in the first quarter of 2024,

compared with 11% in fiscal 2023.

TABLE 6: RETURN ON COMMON EQUITY

1

(millions of Canadian dollars, except

as noted)

For the three months ended

For the twelve months ended

October 31

July 31

October 31

October 31

October 31

2024

2024

2023

2024

2023

Average common equity

1

$

102,051

$

100,677

$

100,998

$

100,979

$

101,608

Net income (loss) available to common shareholders

– reported

1

3,442

(250)

2,670

8,316

10,071

Items of note, net of income taxes

(430)

3,827

619

5,435

4,361

Net income available to common shareholders

– adjusted

1

$

3,012

$

3,577

$

3,289

$

13,751

$

14,432

Return on common equity – reported

1

13.4

%

(1.0)

%

10.5

%

8.2

%

9.9

%

Return on common equity – adjusted

1

11.7

14.1

12.9

13.6

14.2

1

For the three and twelve months

ended October 31 2023, certain amounts have been restated for the adoption of IFRS 17. Refer

to Note 4 of the Bank’s 2024 Consolidated Financial

Statements.

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 • FOURTH QUARTER 2024 • EARNINGS NEWS RELEASE

Page 16

TABLE 7: RETURN ON TANGIBLE COMMON EQUITY

(millions of Canadian dollars, except

as noted)

For the three months ended

For the twelve months ended

October 31

July 31

October 31

October 31

October 31

2024

2024

2023

2024

2023

Average common equity

1

$

102,051

$

100,677

$

100,998

$

100,979

$

101,608

Average goodwill

18,568

18,608

18,217

18,431

17,919

Average imputed goodwill and intangibles on

investments in Schwab

5,328

6,087

6,094

5,836

6,127

Average other acquired intangibles

2

508

544

635

560

584

Average related deferred tax liabilities

(230)

(228)

(114)

(230)

(154)

Average tangible common equity

1

77,877

75,666

76,166

76,382

77,132

Net income (loss) available to common

shareholders – reported

1

3,442

(250)

2,670

8,316

10,071

Amortization of acquired intangibles, net of income

taxes

52

56

83

249

271

Net income (loss) available to common

shareholders adjusted for amortization

of

acquired intangibles, net of income taxes

1

3,494

(194)

2,753

8,565

10,342

Other items of note, net of income taxes

(482)

3,771

536

5,186

4,090

Net income available to common

shareholders – adjusted

1

$

3,012

$

3,577

$

3,289

$

13,751

$

14,432

Return on tangible common equity

1

17.8

%

(1.0)

%

14.3

%

11.2

%

13.4

%

Return on tangible common equity – adjusted

1

15.4

18.8

17.1

18.0

18.7

1

For the three and twelve months ended October 31 2023, certain amounts have been restated for the adoption

of IFRS 17. Refer to Note 4 of the Bank’s 2024 Consolidated Financial

Statements.

2

Excludes intangibles relating to software and asset servicing rights.

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

US 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 twelve months ended

October 31, 2024 vs.

October 31, 2024 vs.

October 31, 2023

October 31, 2023

Increase (Decrease)

Increase (Decrease)

U.S. Retail Bank

Total revenue – reported

$

17

$

126

Total revenue – adjusted

1

19

128

Non-interest expenses – reported

11

166

Non-interest expenses – adjusted

1

11

70

Net income – reported, after-tax

3

(57)

Net income – adjusted, after-tax

1

5

39

Share of net income from investment in

Schwab

2

2

6

U.S. Retail segment net income – reported,

after-tax

5

(51)

U.S. Retail segment net income – adjusted,

after-tax

1

7

45

Earnings per share (Canadian dollars)

Basic – reported

$

$

(0.03)

Basic – adjusted

1

0.02

Diluted – reported

(0.03)

Diluted – adjusted

1

0.02

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.

Average foreign exchange rate (equivalent of CAD $1.00)

For the three months ended

For the twelve months ended

October 31

October 31

October 31

October 31

2024

2023

2024

2023

U.S. dollar

0.733

0.736

0.735

0.741

TD BANK GROUP • FOURTH QUARTER 2024 • EARNINGS NEWS RELEASE

Page 17

HOW OUR BUSINESSES PERFORMED

For management reporting purposes, the Bank’s operations

and activities are organized around the following

four key business segments: Canadian Personal

and

Commercial Banking, U.S. Retail, Wealth Management

and Insurance, and Wholesale Banking.

The Bank’s other activities are grouped into the

Corporate

segment.

Results of each business segment reflect revenue,

expenses, assets, and liabilities generated

by the businesses in that segment. Where applicable,

the Bank

measures and evaluates the performance of

each segment based on adjusted results

and ROE, and for those segments the Bank

indicates that the measure is

adjusted. For further details, refer to Note 28

of the Bank’s Consolidated Financial Statements

for the year ended October 31, 2024. Effective fiscal

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 dividends, is adjusted

to its equivalent before-tax value. Using

TEB allows the Bank to measure income

from all securities and loans consistently

and makes for a more meaningful comparison

of net interest income with similar institutions.

The TEB increase to net interest income and

provision for income

taxes reflected in Wholesale Banking results

is reversed in the Corporate segment.

The TEB adjustment for the quarter

was $19 million, compared with $44 million

in the fourth quarter last year, and $27 million in the prior quarter.

Share of net income from investment in

Schwab is reported in the U.S. Retail

segment. Amounts for amortization of acquired

intangibles, the Bank’s share of

acquisition and integration charges associated

with Schwab’s acquisition of TD Ameritrade, and

the Bank’s share of Schwab’s restructuring charges

are recorded

in the Corporate segment.

TABLE 9: CANADIAN PERSONAL AND COMMERCIAL BANKING

(millions of Canadian dollars, except

as noted)

For the three months ended

October 31

July 31

October 31

2024

2024

2023

Net interest income

$

4,058

$

3,994

$

3,705

Non-interest income

1,006

1,009

1,049

Total revenue

5,064

5,003

4,754

Provision for (recovery of) credit losses –

impaired

456

338

274

Provision for (recovery of) credit losses –

performing

(26)

97

116

Total provision for (recovery of) credit losses

430

435

390

Non-interest expenses

2,102

1,967

2,039

Provision for (recovery of) income taxes

709

729

646

Net income

$

1,823

$

1,872

$

1,679

Selected volumes and ratios

Return on common equity

1

32.0

%

34.1

%

35.1

%

Net interest margin (including on securitized

assets)

2

2.80

2.81

2.78

Efficiency ratio

41.5

39.3

42.9

Number of Canadian Retail branches at period

end

1,060

1,060

1,062

Average number of full-time equivalent staff

27,930

28,465

29,069

1

Capital allocated to the business segment was increased to 11.5%

CET1 Capital effective fiscal 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

2024 MD&A, for

additional information about these metrics.

Quarterly comparison

Q4 2024 vs. Q4 2023

Canadian Personal and Commercial

Banking net income for the quarter was

$1,823 million, an increase of $144 million,

or 9%, compared with the fourth quarter

last year, reflecting higher revenue, partially

offset by higher non-interest expenses

and PCL. The annualized ROE for

the quarter was 32.0%, compared with

35.1%, in the fourth quarter last year.

Revenue for the quarter was $5,064 million, an

increase of $310 million, or 7%,

compared with the fourth quarter last year. Net

interest income was

$4,058 million, an increase of $353 million, or

10%, primarily reflecting volume growth

and higher deposit margins, partially offset

by lower loan margins.

Average

loan volumes increased $25 billion, or 5%,

reflecting 4% growth in personal loans

and 6% growth in business loans.

Average deposit volumes increased

$24 billion, or 5%, reflecting 6% growth in

personal deposits and 4% growth in business

deposits. Net interest margin was 2.80%,

an increase of 2 basis points

(bps), primarily due to higher margins on deposits,

partially offset by changes to balance

sheet mix reflecting the transition of Bankers’

Acceptances (BAs) to

Canadian Overnight Repo Rate Average (CORRA)-based

loans and lower margins on loans. Non-interest

income was $1,006 million, a decrease

of $43 million, or

4%, compared with the fourth quarter last

year, primarily reflecting lower fees due

to the transition of BAs to CORRA-based loans,

the impact of which is offset in

net interest income.

PCL for the quarter was

$430 million, an increase of

$40 million compared with the

fourth quarter last year. PCL

– impaired was $456 million,

an

increase of $182 million, or

66%, reflecting credit migration in the

commercial and consumer lending portfolios.

PCL – performing was

a recovery of

$26 million, compared with

a build of $116 million

in the prior year. The performing

release this quarter was largely

recorded in the consumer lending

portfolios, reflecting improvement in the

economic outlook, including the impact

of lower interest rates. Total PCL

as an annualized percentage

of credit

volume was 0.30%, an increase

of 2 bps compared with

the fourth quarter last year.

Non-interest expenses for the quarter were $2,102

million, an increase of $63 million,

or 3%, compared with the fourth quarter last

year, primarily reflecting

higher technology and marketing spend

supporting business growth, partially offset by lower

non-credit provisions.

The efficiency ratio for the quarter was 41.5%,

compared with 42.9% in the fourth quarter

last year.

Quarterly comparison – Q4 2024 vs. Q3 2024

Canadian Personal and Commercial

Banking net income for the quarter was

$1,823 million, a decrease of $49 million, or

3%, compared with the prior quarter,

primarily reflecting higher non-interest expenses,

partially offset by higher revenue.

The annualized ROE for the quarter was 32.0%,

compared with 34.1% in the

prior quarter.

Revenue increased $61 million, or 1%, compared

with the prior quarter. Net interest income

increased $64 million, or 2%, mainly driven

by volume growth.

Average loan volumes increased $6 billion,

or 1%, reflecting 1% growth in personal loans

and 1% growth in business loans.

Average deposit volumes increased

$7 billion, or 2%, reflecting 1% growth

in personal deposits and 3% growth in business

deposits. Net interest margin was 2.80%, a

decrease of 1 basis point

TD BANK GROUP • FOURTH QUARTER 2024 • EARNINGS NEWS RELEASE

Page 18

compared with the prior quarter, primarily due

to changes in balance sheet mix reflecting the

transition of BAs to CORRA-based loans. Non-interest

income

decreased $3 million, relatively flat compared

with the prior quarter.

PCL for the quarter was $430 million,

a decrease of $5 million compared with the prior

quarter. PCL – impaired was

$456 million, an increase of $118 million, or

35%, reflecting credit migration in the commercial

and consumer lending portfolios. PCL

– performing was a recovery of $26 million,

compared with a build of

$97 million in the prior quarter. The performing

release this quarter was largely recorded in

the consumer lending portfolios, reflecting

improvement in the

economic outlook, including the impact of

lower interest rates. Total PCL

as an annualized percentage of credit volume

was 0.30%, flat compared with the prior

quarter.

Non-interest expenses increased $135 million, or

7% compared with the prior quarter,

primarily reflecting higher marketing and

technology spend supporting

business growth, and various other operating

expenses.

The efficiency ratio was 41.5%, compared

with 39.3% in the prior quarter.

TD BANK GROUP • FOURTH QUARTER 2024 • EARNINGS NEWS RELEASE

Page 19

TABLE 10: U.S. RETAIL

(millions of dollars, except as noted)

For the three months ended

October 31

July 31

October 31

Canadian Dollars

2024

2024

2023

Net interest income

$

2,924

$

2,936

$

2,951

Non-interest income – reported

287

616

572

Non-interest income – adjusted

1,2

598

616

572

Total revenue – reported

3,211

3,552

3,523

Total revenue – adjusted

1,2

3,522

3,552

3,523

Provision for (recovery of) credit losses –

impaired

418

331

308

Provision for (recovery of) credit losses –

performing

(29)

47

(19)

Total provision for (recovery of) credit losses

389

378

289

Non-interest expenses – reported

2,110

5,498

2,045

Non-interest expenses – adjusted

1,3

2,130

1,932

2,045

Provision for (recovery of) income taxes – reported

3

129

117

Provision for (recovery of) income taxes – adjusted

1

62

129

117

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

709

(2,453)

1,072

U.S. Retail Bank net income – adjusted

1

941

1,113

1,072

Share of net income from investment in

Schwab

4,5

154

178

197

Net income (loss) – reported

$

863

$

(2,275)

$

1,269

Net income – adjusted

1

1,095

1,291

1,269

U.S. Dollars

Net interest income

$

2,141

$

2,144

$

2,175

Non-interest income – reported

212

450

421

Non-interest income – adjusted

1,2

438

450

421

Total revenue – reported

2,353

2,594

2,596

Total revenue – adjusted

1,2

2,579

2,594

2,596

Provision for (recovery of) credit losses –

impaired

306

242

227

Provision for (recovery of) credit losses –

performing

(21)

34

(14)

Total provision for (recovery of) credit losses

285

276

213

Non-interest expenses – reported

1,546

4,011

1,505

Non-interest expenses – adjusted

1,3

1,560

1,411

1,505

Provision for (recovery of) income taxes – reported

2

94

87

Provision for (recovery of) income taxes – adjusted

1

45

94

87

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

520

(1,787)

791

U.S. Retail Bank net income – adjusted

1

689

813

791

Share of net income from investment in

Schwab

4,5

114

129

146

Net income (loss) – reported

$

634

$

(1,658)

$

937

Net income – adjusted

1

803

942

937

Selected volumes and ratios

Return on common equity – reported

6

7.6

%

(19.8)

%

12.2

%

Return on common equity – adjusted

1,6

9.6

11.3

12.2

Net interest margin

1,7

2.77

3.02

3.07

Efficiency ratio – reported

65.7

154.6

58.0

Efficiency ratio – adjusted

1

60.5

54.4

58.0

Assets under administration (billions of U.S.

dollars)

8

$

43

$

41

$

40

Assets under management (billions of U.S.

dollars)

8,9

8

8

6

Number of U.S. retail stores

1,132

1,150

1,177

Average number of full-time equivalent staff

27,802

27,627

28,182

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 income excludes the following item of note:

i.

U.S. balance sheet restructuring – Q4 2024: $311 million or

US$226 million ($234 million or US$170 million after-tax).

3

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

i.

FDIC special assessment – Q4 2024: ($72) million or US($52) million (($54) million or US($39) million after-tax); and

ii.

Charges for the global resolution of the investigations into the Bank’s U.S. BSA/AML program – Q4 2024:

$52 million or US$38 million (before and after-tax), Q3 2024: $3,566 million

or US$2,600 million (before and after-tax).

4

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

Note 12 of the 2024

Consolidated Financial Statements for further details.

5

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.

6

Capital allocated to the business segment was increased to 11.5%

CET1 Capital effective fiscal 2024 compared with 11%

in the prior year.

7

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

by average interest-earning assets excluding the impact related to sweep deposits arrangements

and the impact of intercompany deposits and cash collateral, which management believes better reflects segment

performance. In addition, the value of tax-exempt interest income is

adjusted to its equivalent before-tax value.

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

8

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

MD&A.

9

Refer to “Business Focus” section in the Bank’s 2024 MD&A regarding alignment of certain asset management

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

Insurance segment.

Quarterly comparison

Q4 2024 vs. Q4 2023

U.S. Retail reported net income for the quarter

was $863 million (US$634 million), a decrease

of $406 million (US$303 million), or 32%

(32% in U.S. dollars)

compared with the fourth quarter last year. On an adjusted basis,

net income for the quarter was $1,095

million (US$803 million), a decrease of $174

million

(US$134 million), or 14% (14% in U.S. dollars).

The reported and adjusted annualized ROE

for the quarter were 7.6% and 9.6%, respectively, compared

with

12.2% in the fourth 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 $154 million (US$114 million), a decrease

of $43 million (US$32 million), or 22% (22%

in U.S. dollars), compared with the fourth

quarter last year.

U.S. Retail Bank reported net income

was $709 million (US$520 million), a decrease

of $363 million (US$271

million), or 34% (34% in U.S. dollars), compared

with the fourth quarter last year, primarily reflecting higher PCL,

higher non-interest expenses, and lower

revenue. U.S. Retail Bank adjusted net income

was

$941 million (US$689

million), a decrease of $131 million (US$102

million), or 12% (13% in U.S. dollars), compared

with the fourth quarter last year, reflecting

higher PCL and higher non-interest expenses.

TD BANK GROUP • FOURTH QUARTER 2024 • EARNINGS NEWS RELEASE

Page 20

Reported revenue for the quarter was US$2,353

million, a decrease of US$243 million, or 9%,

compared with the fourth quarter last year, primarily reflecting

the

impact of U.S. balance sheet restructuring.

On an adjusted basis, revenue for the

quarter was US$2,579 million, a decrease of

US$17 million, or 1%. Net interest

income of US$2,141 million, decreased

US$34 million, or 2%, primarily driven by

lower deposit volumes, partially offset by higher

deposit margins, and higher loan

volumes and margins.

Net interest margin of 2.77% decreased

30 bps, primarily due to maintaining elevated liquidity

levels,

partially offset by higher deposit and

loan margins. Reported non-interest income of

US$212 million decreased US$209 million, or

50%, compared with the fourth quarter last

year, reflecting the impact

of U.S. balance sheet restructuring,

partially offset by higher fee revenue. On an adjusted

basis, non-interest income of US$438

million increased US$17 million, or

4%, compared with the fourth quarter last

year, reflecting higher fee revenue.

Average loan volumes increased US$5 billion, or

3%, compared with the fourth quarter last

year. Personal loans increased 4% reflecting good mortgage and

auto originations, and business loans increased

1%. Average deposit volumes decreased

US$18 billion, or 5%, reflecting a 17% decrease

in sweep deposits, and

a 4% decrease in business deposits, partially

offset by a 3% increase in personal deposit volumes.

Excluding sweep deposits, average deposits

remained

relatively stable.

Assets under administration (AUA) were

US$43 billion as at October 31, 2024, an increase

of US$3 billion, or 8%, compared with the

fourth quarter last year,

reflecting net asset growth. Assets under

Management (AUM) were US$8 billion as

at October 31, 2024, an increase of US$2 billion,

or 33%, compared with the

fourth quarter last year, reflecting net asset growth.

PCL for the quarter was US$285 million,

an increase of US$72 million, or 34%,

compared with the fourth quarter last year. PCL – impaired

was US$306 million,

an increase of US$79 million, or 35%, largely

reflecting credit migration in the commercial

lending portfolio. PCL – performing was

a recovery of US$21 million,

compared with a recovery of US$14 million

in the fourth quarter last year. The performing release

this quarter reflects improvement in the economic

outlook,

including the impact of lower interest rates,

and migration from performing to impaired,

and was largely recorded in the commercial

lending portfolio. 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 14 bps,

compared with the fourth quarter last year.

Reported non-interest expenses for the quarter

were US$1,546 million, an increase of

US$41 million, or 3%, compared with the fourth

quarter last year,

reflecting the impact of the charges for the global

resolution of the investigations into the Bank’s

U.S. BSA/AML program,

costs associated with the extension of

our credit card program agreement with Nordstrom,

higher legal

and regulatory expenses, and higher operating

expenses, partially offset by ongoing productivity

initiatives and the expense recovery of the

FDIC special assessment charge. On an adjusted

basis, non-interest expenses increased

US$55 million, or 4%,

reflecting costs associated with the extension

of our credit card program agreement

with Nordstrom, higher legal and regulatory

expenses, and higher operating

expenses, partially offset by ongoing productivity initiatives.

The reported and adjusted efficiency ratios for

the quarter were 65.7% and 60.5%, respectively, compared with 58.0%,

in the fourth quarter last year.

Quarterly comparison – Q4 2024 vs. Q3 2024

U.S. Retail reported net income of $863 million

(US$634 million) increased $3,138 million

(US$2,292 million), compared with

the prior quarter. On an adjusted

basis, net income for the quarter was $1,095

million (US$803 million), a decrease of $196

million (US$139 million), or 15% (15%

in U.S. dollars). The reported and

adjusted annualized ROE for the quarter

were 7.6% and 9.6%, respectively, compared with (19.8)% and 11.3%, respectively, in the prior quarter.

The contribution from Schwab of $154

million (US$114 million) decreased $24 million (US$15 million), or

13% (12% in U.S. dollars),

compared

with the prior

quarter.

U.S. Retail Bank reported net income

was $709 million (US$520 million), an increase

of $3,162 million (US$2,307

million), compared with the prior quarter,

reflecting the higher impact of the charges

for the global resolution of the investigations

into

the Bank’s U.S. BSA/AML program from

the prior quarter, partially

offset by lower

revenue and higher operating expenses.

U.S. Retail Bank adjusted net income

was $941 million (US$689

million), a decrease of $172

million

(US$124 million), or 15% (15% in U.S. dollars),

reflecting higher operating expenses

and lower revenue.

Reported revenue decreased US$241

million, or 9%, compared with the prior quarter, primarily reflecting

the impact of U.S. balance sheet restructuring.

On an

adjusted basis, revenue decreased US$15 million,

or 1%. Net interest income of US$2,141

million decreased US$3 million, reflecting lower

investment margins,

partially offset by an increase in deposit and loan

margins. Net interest margin of 2.77% decreased

25 bps, which differs from the estimated modest

expansion of

net interest margin communicated in the

third quarter of 2024, primarily due to maintaining

elevated liquidity levels.

Reported non-interest income of

US$212 million decreased US$238 million, or

53%, reflecting the impact of U.S. balance

sheet restructuring and higher valuation of

certain investments in the prior

quarter. On an adjusted basis, non-interest income of US$438

million decreased US$12 million, or 3%,

reflecting higher valuation of certain investments

in the

prior quarter.

Average loan volumes were flat, compared with

the prior quarter. Personal loans increased 1% and business loans

decreased 1%. Average deposit volumes

were relatively flat, compared with the prior

quarter, reflecting a 3% decline in sweep deposits, partially

offset by a 1% increase

in business deposits. Personal

deposits were relatively flat.

AUA were US$43 billion as at October 31,

2024, an increase of US$2 billion, or 5%,

compared with the prior quarter, reflecting net asset growth.

AUM were

US$8 billion as at October 31, 2024, relatively

flat compared with the prior quarter.

PCL for the quarter was US$285 million,

an increase of US$9 million, or 3%, compared

with the prior quarter. PCL – impaired was US$306 million,

an increase

of US$64 million, or 26%, reflecting credit

migration in the commercial lending portfolio.

PCL – performing was a recovery of

US$21 million, compared with a build

of US$34 million in the prior quarter. The performing release

this quarter reflects improvement in the economic

outlook, including the impact of lower interest

rates,

and migration from performing to impaired,

and was largely recorded in the commercial lending

portfolio. 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 2 bps, compared with the

prior quarter.

Reported non-interest expenses for the quarter

were US$1,546 million, a decrease of US$2,465

million, or 61%, reflecting the higher impact of

the charges for

the global resolution of the investigations into

the Bank’s U.S. BSA/AML program in the

prior quarter,

partially offset by higher legal and regulatory

expenses, costs

associated with the extension of our credit

card program agreement with Nordstrom, higher

operating expenses, and the expense recovery

of the FDIC special

assessment charge in the current quarter. On an adjusted

basis, non-interest expenses increased

US$149 million, or 11%, reflecting costs associated with the

extension of our credit card program

agreement with Nordstrom, higher legal and

regulatory expenses, and higher operating

expenses.

The reported and adjusted efficiency ratios for

the quarter were 65.7% and 60.5%, respectively, compared with 154.6%

and 54.4%, respectively, in the prior

quarter.

TD BANK GROUP • FOURTH QUARTER 2024 • EARNINGS NEWS RELEASE

Page 21

TABLE 11: WEALTH MANAGEMENT AND INSURANCE

(millions of Canadian dollars, except

as noted)

For the three months ended

October 31

July 31

October 31

2024

2024

2023

Net interest income

$

321

$

316

$

265

Non-interest income

1,2

3,616

3,033

2,691

Total revenue

1

3,937

3,349

2,956

Provision for (recovery of) credit losses –

impaired

Provision for (recovery of) credit losses –

performing

Total provision for (recovery of) credit losses

Insurance service expenses

1,3

2,364

1,669

1,346

Non-interest expenses

1

1,107

1,104

957

Provision for (recovery of) income taxes

1

117

146

161

Net income

1

$

349

$

430

$

492

Selected volumes and ratios

Return on common equity

1,4

22.5

%

27.1

%

33.9

%

Efficiency ratio

1

28.1

33.0

32.4

Efficiency ratio, net of ISE

1,5

70.4

65.7

59.4

Assets under administration (billions of Canadian

dollars)

6

$

651

$

632

$

531

Assets under management (billions of Canadian

dollars)

530

523

441

Average number of full-time equivalent staff

14,939

14,887

15,674

1

For the three months ended October 31, 2023, certain amounts have been restated for the adoption of IFRS 17.

Refer to Note 4 of the Bank’s 2024 Consolidated Financial Statements for

further details.

2

Includes recoveries from reinsurers for catastrophe claims – Q4 2024: $718 million, Q3 2024: nil, Q4 2023: nil.

3

Includes estimated losses related to catastrophe claims – Q4 2024: $1,020 million, Q3 2024: $186 million, Q4 2023:

$127 million.

4

Capital allocated to the business segment was increased to 11.5%

CET1 Capital effective fiscal 2024 compared with 11%

in the prior year.

5

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

Total revenue, net of ISE

– Q4 2024: $1,573

million, Q3 2024: $1,680 million,

Q4 2023: $1,610 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 2024 MD&A for additional information about this metric.

6

Includes

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

Banking segment.

Quarterly comparison

Q4 2024 vs. Q4 2023

Wealth Management and Insurance net

income for the quarter was $349 million, a

decrease of $143 million, or 29%,

compared with the fourth quarter last year,

reflecting higher estimated losses from catastrophe

claims,

partially offset by higher revenue from both

business lines. The annualized ROE

for the quarter was

22.5%, compared with 33.9% in the fourth quarter

last year.

Revenue for the quarter was $3,937 million.

This represents an increase of $981 million, or

33%, compared with the fourth quarter last

year, of which

$718 million, or 24%, was driven by reinsurance

recoveries for catastrophe claims. Non-interest

income was $3,616 million. This represents

an increase of

$925 million, or 34%, compared with the fourth

quarter last year, of which $718 million, or 27%, was driven

by reinsurance recoveries for catastrophe

claims. The

remaining increase was driven by higher insurance

premiums, fee-based revenue, and transaction

revenue. Net interest income was

$321 million, an increase of

$56 million, or 21%, compared with the

fourth quarter last year, reflecting higher deposit margins.

AUA were $651 billion as at October 31, 2024,

an increase of $120 billion, or 23%, compared

with the fourth quarter last year, reflecting market appreciation

and net asset growth. AUM were $530 billion

as at October 31, 2024, an increase of $89

billion, or 20%, compared with the

fourth quarter last year, primarily

reflecting market appreciation.

Insurance service expenses for the quarter

were $2,364 million. This represents an increase

of $1,018 million, or 76%, compared with

the fourth quarter last

year, of which $893 million, or 66%, was driven by estimated

losses from catastrophe claims.

The remaining increase reflects less favourable

prior years’ claims

development and increased claims severity.

Non-interest expenses for the quarter were $1,107

million, an increase of $150 million, or

16%, compared with the fourth quarter last

year, reflecting higher

variable compensation and higher technology

and marketing spend supporting business

growth initiatives.

The efficiency ratio for the quarter was 28.1%, compared

with 32.4% in the fourth quarter last

year. The efficiency ratio, net of ISE for the quarter was 70.4%,

compared with 59.4% in the fourth quarter last

year.

Quarterly comparison – Q4 2024 vs. Q3 2024

Wealth Management and Insurance net income

for the quarter was $349 million, a decrease

of $81 million, or 19%, compared

with the prior quarter, primarily

reflecting higher estimated losses from catastrophe

claims, partially offset by higher revenue.

T

he annualized ROE for the quarter was

22.5%, compared with

27.1% in the prior quarter.

Revenue increased $588 million, or 18%,

compared with the prior quarter, primarily as a result of reinsurance

recoveries for catastrophe claims which drove

$718 million of the increase. Non-interest

income increased $583 million, or 19%,

compared with the prior quarter, reflecting reinsurance recoveries

for

catastrophe claims and higher fee-based revenue,

partially offset by the cost of reinsurance reinstatement

premiums and lower insurance revenue.

Net interest

income increased $5 million, or 2%.

AUA increased $19 billion, or 3%, compared

with the prior quarter, reflecting market appreciation and net

asset growth. AUM increased $7 billion, or

1%,

compared with the prior quarter, primarily reflecting market appreciation.

Insurance service expenses for the quarter

increased $695 million, or 42%, compared

with the prior quarter, primarily the result of estimated losses

from

catastrophe claims of $834 million, partially

offset by more favourable claims experience.

Non-interest expenses were relatively flat

compared with the prior quarter.

The efficiency ratio for the quarter was 28.1%,

compared with 33.0% in the prior quarter. The efficiency ratio,

net of ISE for the quarter was 70.4%, compared

with 65.7% in the prior quarter.

TD BANK GROUP • FOURTH QUARTER 2024 • EARNINGS NEWS RELEASE

Page 22

TABLE 12: WHOLESALE BANKING

(millions of Canadian dollars, except

as noted)

For the three months ended

October 31

July 31

October 31

2024

2024

2023

Net interest income (TEB)

$

221

$

(26)

$

245

Non-interest income

1,550

1,821

1,243

Total revenue

1,771

1,795

1,488

Provision for (recovery of) credit losses –

impaired

134

109

Provision for (recovery of) credit losses –

performing

9

57

Total provision for (recovery of) credit losses

134

118

57

Non-interest expenses – reported

1,336

1,310

1,441

Non-interest expenses – adjusted

1,2

1,254

1,232

1,244

Provision for (recovery of) income taxes

(TEB) – reported

66

50

(27)

Provision for (recovery of) income taxes

(TEB) – adjusted

1

84

68

9

Net income – reported

235

317

17

Net income – adjusted

1

$

299

$

377

$

178

Selected volumes and ratios

Trading-related revenue (TEB)

3

$

633

$

726

$

590

Average gross lending portfolio (billions of Canadian

dollars)

4

97.0

97.4

93.0

Return on common equity – reported

5

5.9

%

7.8

%

0.5

%

Return on common equity – adjusted

1,5

7.5

9.4

4.9

Efficiency ratio – reported

75.4

73.0

96.8

Efficiency ratio – adjusted

1

70.8

68.6

83.6

Average number of full-time equivalent staff

6,975

7,018

7,346

1

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

refer to “Non-GAAP and Other Financial Measures” in the “How We Performed” section

of this

document.

2

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

acquisition – Q4 2024: $82 million ($64 million after-tax), Q3 2024: $78 million

($60 million after-tax), Q4 2023: $197 million ($161 million after-tax).

3

Includes net interest income (loss) (TEB) of ($149) million (Q3 2024 – ($332) million, Q4 2023 – $61 million), and

trading income (loss) of $782 million (Q3 2024 – $1,058 million, Q4 2023

– $529 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 2024 MD&A, for additional information about this metric.

4

Includes gross loans and bankers’

acceptances relating to Wholesale Banking, excluding letters of credit, cash collateral, credit

default swaps, and allowance for credit losses.

5

Capital allocated to the business segment was increased to 11.5%

CET1 Capital effective fiscal 2024 compared with 11%

in the prior year.

Quarterly comparison – Q4 2024 vs. Q4 2023

Wholesale Banking reported net income for

the quarter was $235 million, an increase

of $218

million, compared with the fourth quarter last

year, primarily

reflecting higher revenue and lower non-interest

expenses,

partially offset by higher income taxes and

PCL. On an adjusted basis, net income

was $299 million, an

increase of $121 million, or 68%.

Revenue for the quarter was $1,771 million, an

increase of $283 million, or 19%,

compared with the fourth quarter last year, primarily reflecting

higher lending

revenue, underwriting fees and trading-related

revenue, partially offset by the net change

in fair value of loan underwriting commitments

in the prior year.

PCL for the quarter was $134 million, an increase

of $77 million compared with the fourth

quarter last year. PCL – impaired was $134 million, an

increase of

$134 million compared with the prior

year, primarily reflecting a few impairments across various industries.

PCL – performing was nil, a decrease of

$57 million

from the prior period build.

Reported non-interest expenses for the quarter

were $1,336 million, a decrease of $105

million, or 7%, compared with the fourth quarter

last year, primarily

reflecting lower acquisition and integration-related

costs, and lower variable compensation,

partially offset by penalties arising from a trading

regulatory matter. On

an adjusted basis, non-interest expenses

were $1,254 million, an increase of $10

million, or 1%.

Quarterly comparison – Q4 2024 vs. Q3 2024

Wholesale Banking reported net income for

the quarter was $235 million, a decrease

of $82 million, or 26%, compared with the prior

quarter, reflecting higher non-

interest expenses, lower revenue, higher income

taxes and PCL. On an adjusted basis, net

income was $299 million, a decrease of

$78 million, or 21%.

Revenue for the quarter decreased $24 million,

or 1%, compared with the prior quarter, primarily reflecting

lower trading-related revenue, partially

offset by

higher lending revenue and equity underwriting

fees.

PCL for the quarter was $134 million, an increase

of $16 million compared with the prior

quarter. PCL – impaired was $134 million, an increase of

$25 million,

primarily reflecting a few impairments across

various industries. PCL – performing was nil,

a decrease of $9 million from the prior

quarter build.

Reported non-interest expenses for the quarter

increased $26 million, or 2%, compared

with the prior quarter, primarily reflecting penalties arising

from a trading

regulatory matter, and the impact of foreign exchange translation,

partially offset by lower variable compensation.

On an adjusted basis, non-interest expenses

increased $22 million or 2%.

TD BANK GROUP • FOURTH QUARTER 2024 • EARNINGS NEWS RELEASE

Page 23

TABLE 13: CORPORATE

(millions of Canadian dollars)

For the three months ended

October 31

July 31

October 31

2024

2024

2023

Net income (loss) – reported

$

365

$

(525)

$

(591)

Adjustments for items of note

Amortization of acquired intangibles

60

64

92

Acquisition and integration charges related

to the Schwab transaction

35

21

31

Share of restructuring and other charges

from investment in Schwab

35

Restructuring charges

110

363

Impact from the terminated FHN acquisition-related

capital hedging strategy

59

62

64

Gain on sale of Schwab shares

(1,022)

Indirect tax matters

226

Less: impact of income taxes on items

of note

84

56

127

Net (loss) – adjusted

1

$

(361)

$

(324)

$

(133)

Decomposition of items included in net

(loss) – adjusted

Net corporate expenses

2

$

(550)

$

(426)

$

(227)

Other

189

102

94

Net (loss) – adjusted

1

$

(361)

$

(324)

$

(133)

Selected volumes

Average number of full-time equivalent staff

22,826

22,881

23,491

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 Bank’s 2024

MD&A.

Quarterly comparison – Q4 2024 vs. Q4 2023

Corporate segment’s reported net income for the quarter

was $365 million, compared with a net loss

of $591 million in the fourth quarter last

year. The year-over-

year increase primarily reflects the impacts

of current quarter’s gain on

sale of Schwab shares and prior year’s

restructuring charges, partially offset by the impact

of the provision for indirect tax matters

in the current quarter. Net corporate expenses increased $323

million compared to the prior year, primarily reflecting higher

investments in risk and control infrastructure.

The adjusted net loss for the quarter was $361

million, compared with an adjusted net loss of

$133 million in the

fourth quarter last year.

Quarterly comparison – Q4 2024 vs. Q3 2024

Corporate segment’s reported net income for the quarter

was $365 million, compared with a net loss

of $525 million in the prior quarter. The quarter-over-quarter

increase primarily reflects the impacts

of current quarter’s gain on sale of

Schwab shares and prior quarter’s restructuring

charges, partially offset by the impact of

the provision for indirect tax matters in

the current quarter. Net corporate expenses increased $124

million compared to the prior quarter, primarily reflecting

higher

investments in risk and control infrastructure.

The adjusted net loss for the quarter was $361

million, compared with an adjusted net loss

of $324 million in the prior

quarter.

TD BANK GROUP • FOURTH QUARTER 2024 • EARNINGS NEWS RELEASE

Page 24

CONSOLIDATED FINANCIAL STATEMENTS

CONSOLIDATED BALANCE SHEET

1

(millions of Canadian dollars)

As at

October 31

October 31

2024

2023

ASSETS

Cash and due from banks

$

6,437

$

6,721

Interest-bearing deposits with banks

169,930

98,348

176,367

105,069

Trading loans, securities, and other

175,770

152,090

Non-trading financial assets at fair value through

profit or loss

5,869

7,340

Derivatives

78,061

87,382

Financial assets designated at fair value through

profit or loss

6,417

5,818

Financial assets at fair value through other

comprehensive income

93,897

69,865

360,014

322,495

Debt securities at amortized cost, net

of allowance for credit losses

271,615

308,016

Securities purchased under reverse repurchase

agreements

208,217

204,333

Loans

Residential mortgages

331,649

320,341

Consumer instalment and other personal

228,382

217,554

Credit card

40,639

38,660

Business and government

356,973

326,528

957,643

903,083

Allowance for loan losses

(8,094)

(7,136)

Loans, net of allowance for loan losses

949,549

895,947

Other

Customers’ liability under acceptances

17,569

Investment in Schwab

9,024

8,907

Goodwill

18,851

18,602

Other intangibles

3,044

2,771

Land, buildings, equipment, other depreciable

assets, and right-of-use assets

9,837

9,434

Deferred tax assets

2

4,937

3,951

Amounts receivable from brokers, dealers,

and clients

22,115

30,416

Other assets

2

28,181

27,629

95,989

119,279

Total assets

2

$

2,061,751

$

1,955,139

LIABILITIES

Trading deposits

$

30,412

$

30,980

Derivatives

68,368

71,640

Securitization liabilities at fair value

20,319

14,422

Financial liabilities designated at fair value

through profit or loss

207,914

192,130

327,013

309,172

Deposits

Personal

641,667

626,596

Banks

57,698

31,225

Business and government

569,315

540,369

1,268,680

1,198,190

Other

Acceptances

17,569

Obligations related to securities sold

short

39,515

44,661

Obligations related to securities sold

under repurchase agreements

201,900

166,854

Securitization liabilities at amortized

cost

12,365

12,710

Amounts payable to brokers, dealers, and

clients

26,598

30,872

Insurance contract liabilities

2

7,169

5,846

Other liabilities

2

51,878

47,574

339,425

326,086

Subordinated notes and debentures

11,473

9,620

Total liabilities

2

1,946,591

1,843,068

EQUITY

Shareholders’ Equity

Common shares

25,373

25,434

Preferred shares and other equity instruments

10,888

10,853

Treasury – common shares

(17)

(64)

Treasury – preferred shares and other equity instruments

(18)

(65)

Contributed surplus

204

155

Retained earnings

2

70,826

73,008

Accumulated other comprehensive income (loss)

7,904

2,750

Total equity

2

115,160

112,071

Total liabilities and equity

2

$

2,061,751

$

1,955,139

1

The amounts as at October 31, 2024 and October 31, 2023, have been derived from the audited financial statements.

2

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

Insurance Contracts

(IFRS 17). Refer to Note 4 of the Bank’s 2024 Consolidated Financial Statements

for details.

TD BANK GROUP • FOURTH QUARTER 2024 • EARNINGS NEWS RELEASE

Page 25

CONSOLIDATED STATEMENT OF INCOME

1

(millions of Canadian dollars, except

as noted)

For the three months ended

For the twelve months ended

October 31

October 31

October 31

October 31

2024

2023

2024

2023

Interest income

2

Loans

$

13,706

$

12,464

$

53,676

$

44,518

Reverse repurchase agreements

2,809

2,945

11,621

9,520

Securities

Interest

4,785

5,241

20,295

19,029

Dividends

579

548

2,371

2,289

Deposits with banks

1,895

1,178

5,426

5,318

23,774

22,376

93,389

80,674

Interest expense

Deposits

11,814

11,257

46,860

38,351

Securitization liabilities

221

253

1,002

915

Subordinated notes and debentures

124

103

436

436

Repurchase agreements and short sales

3,280

2,992

13,322

10,083

Other

395

277

1,297

945

15,834

14,882

62,917

50,730

Net interest income

7,940

7,494

30,472

29,944

Non-interest income

Investment and securities services

1,924

1,651

7,400

6,420

Credit fees

388

472

1,898

1,796

Trading income (loss)

835

750

3,628

2,417

Service charges

3

663

624

2,626

2,514

Card services

730

754

2,947

2,932

Insurance revenue

3

1,829

1,644

6,952

6,311

Other income (loss)

3

1,205

(211)

1,300

(1,644)

7,574

5,684

26,751

20,746

Total revenue

3

15,514

13,178

57,223

50,690

Provision for (recovery of) credit losses

1,109

878

4,253

2,933

Insurance service expenses

3

2,364

1,346

6,647

5,014

Non-interest expenses

Salaries and employee benefits

4,080

4,107

16,733

15,753

Occupancy, including depreciation

553

460

1,958

1,799

Technology and equipment, including depreciation

730

620

2,656

2,308

Amortization of other intangibles

176

185

702

672

Communication and marketing

431

418

1,516

1,452

Restructuring charges

363

566

363

Brokerage-related and sub-advisory fees

119

128

498

456

Professional, advisory and outside services

3

1,079

706

3,064

2,493

Other

3

882

641

7,800

4,559

8,050

7,628

35,493

29,855

Income before income taxes and share

of net income from investment

in Schwab

3,991

3,326

10,830

12,888

Provision for (recovery of) income taxes

3

534

616

2,691

3,118

Share of net income from investment

in Schwab

178

156

703

864

Net income

3

3,635

2,866

8,842

10,634

Preferred dividends and distributions

on other equity instruments

193

196

526

563

Net income available to common shareholders

3

$

3,442

$

2,670

$

8,316

$

10,071

Earnings per share

(Canadian dollars)

Basic

3

$

1.97

$

1.48

$

4.73

$

5.53

Diluted

3

1.97

1.48

4.72

5.52

Dividends per common share

(Canadian dollars)

1.02

0.96

4.08

3.84

1

The amounts for the three months ended October 31, 2024, and October 31, 2023, have been derived from unaudited

financial statements. The amounts for the twelve months ended

October 31, 2024 and October 31, 2023,

have been derived from the audited financial statements.

2

Includes $21,614 million and $84,324 million,

for the three and twelve months ended October 31, 2024, respectively (three and twelve months ended October

31, 2023 – $19,983 million

and $72,403 million, respectively)

which have been calculated based on the effective interest rate method.

3

Amounts for the three and twelve months ended October 31, 2023 have been restated for the adoption

of IFRS 17. Refer to Note 4 of the Bank’s 2024 Consolidated Financial Statements

for details.

TD BANK GROUP • FOURTH QUARTER 2024 • EARNINGS NEWS RELEASE

Page 26

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

1

(millions of Canadian dollars)

For the three months ended

For the twelve months ended

October 31

October 31

October 31

October 31

2024

2023

2024

2023

Net income

2

$

3,635

$

2,866

$

8,842

$

10,634

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)

(153)

(295)

285

96

Reclassification to earnings of net loss /(gain)

(7)

1

(23)

(9)

Changes in allowance for credit losses recognized

in earnings

1

(1)

Income taxes relating to:

Change in unrealized gain/(loss)

40

72

(68)

(32)

Reclassification to earnings of net loss/(gain)

4

1

12

8

(116)

(220)

205

63

Net change in unrealized foreign currency

translation gain/(loss) on

investments in foreign operations, net

of hedging activities

Unrealized gain/(loss)

1,071

5,740

540

2,233

Reclassification to earnings of net loss /(gain)

(19)

(19)

11

Net gain/(loss) on hedges

(723)

(3,565)

(457)

(1,821)

Reclassification to earnings of net loss /(gain)

on hedges

41

41

(15)

Income taxes relating to:

Net gain/(loss) on hedges

200

987

122

217

Reclassification to earnings of net loss /(gain)

on hedges

(11)

(11)

4

559

3,162

216

629

Net change in gain/(loss) on derivatives

designated as cash flow hedges

Change in gain/(loss)

867

991

3,354

(78)

Reclassification to earnings of loss/(gain)

(475)

(1,583)

173

238

Income taxes relating to:

Change in gain/(loss)

(242)

(251)

(929)

137

Reclassification to earnings of loss/(gain)

123

451

(50)

(52)

273

(392)

2,548

245

Share of other comprehensive income (loss) from investment

in Schwab

1,155

(385)

2,007

91

Items that will not be subsequently reclassified

to net income

Remeasurement gain/(loss) on employee

benefit plans

Gain/(loss)

(217)

(7)

(151)

(95)

Income taxes

59

1

40

9

(158)

(6)

(111)

(86)

Change in net unrealized gain/(loss)

on equity securities designated at

fair value through other comprehensive income

Change in net unrealized gain/(loss)

37

(194)

222

(204)

Income taxes

(13)

53

(60)

54

24

(141)

162

(150)

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)

(8)

(12)

22

(158)

Income taxes

2

3

(6)

42

(6)

(9)

16

(116)

Total

other comprehensive income (loss)

1,731

2,009

5,043

676

Total comprehensive income (loss)

2

$

5,366

$

4,875

$

13,885

$

11,310

Attributable to:

Common shareholders

2

$

5,173

$

4,679

$

13,359

$

10,747

Preferred shareholders and other equity instrument

holders

2

193

196

526

563

1

The amounts for the three months ended October 31, 2024, and October 31, 2023, have been derived from unaudited

financial statements. The amounts for the twelve months ended

October 31, 2024 and October 31, 2023, have been derived from the audited financial statements.

2

Amounts for the three and twelve months ended October 31, 2023 have been restated for the adoption of IFRS

  1. Refer to Note 4 of the Bank’s 2024 Consolidated Financial Statements

for details.

TD BANK GROUP • FOURTH QUARTER 2024 • EARNINGS NEWS RELEASE

Page 27

CONSOLIDATED STATEMENT

OF CHANGES IN EQUITY

1

(millions of Canadian dollars)

For the three months ended

For the twelve months ended

October 31

October 31

October 31

October 31

2024

2023

2024

2023

Common shares

Balance at beginning of period

$

25,222

$

25,833

$

25,434

$

24,363

Proceeds from shares issued on exercise of stock options

20

6

112

83

Shares issued as a result of dividend reinvestment plan

131

127

529

1,720

Purchase of shares for cancellation and other

(532)

(702)

(732)

Balance at end of period

25,373

25,434

25,373

25,434

Preferred shares and other equity instruments

Balance at beginning of period

10,888

11,253

10,853

11,253

Issue of shares and other equity instruments

1,335

Redemption of shares and other equity instruments

(400)

(1,300)

(400)

Balance at end of period

10,888

10,853

10,888

10,853

Treasury – common shares

Balance at beginning of period

(35)

(64)

(91)

Purchase of shares

(3,214)

(1,943)

(11,209)

(7,959)

Sale of shares

3,232

1,879

11,256

7,986

Balance at end of period

(17)

(64)

(17)

(64)

Treasury – preferred shares and other equity instruments

Balance at beginning of period

(17)

(11)

(65)

(7)

Purchase of shares and other equity instruments

(227)

(218)

(625)

(590)

Sale of shares and other equity instruments

226

164

672

532

Balance at end of period

(18)

(65)

(18)

(65)

Contributed surplus

Balance at beginning of period

187

195

155

179

Net premium (discount) on sale of treasury instruments

5

(39)

20

(21)

Issuance of stock options, net of options exercised

3

6

22

27

Other

9

(7)

7

(30)

Balance at end of period

204

155

204

155

Retained earnings

Balance at beginning of period

2

69,316

74,643

73,008

73,698

Impact on adoption of IFRS 17

3

112

Impact of reclassification of securities supporting insurance operations

related to the adoption of IFRS 17

3

(10)

Net income attributable to equity instrument holders

2

3,635

2,866

8,842

10,634

Common dividends

(1,782)

(1,724)

(7,163)

(6,982)

Preferred dividends and distributions on other equity instruments

(193)

(196)

(526)

(563)

Share and other equity instrument issue expenses

(7)

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

6

(2,572)

(3,295)

(3,553)

Remeasurement gain/(loss) on employee benefit plans

(158)

(6)

(111)

(86)

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

2

(3)

88

(252)

Balance at end of period

2

70,826

73,008

70,826

73,008

Accumulated other comprehensive income (loss)

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

Balance at beginning of period

(92)

(193)

(413)

(476)

Impact of reclassification of securities supporting insurance operations

related to the adoption of IFRS 17

3

10

Other comprehensive income (loss)

(116)

(221)

196

63

Allowance for credit losses

1

(1)

Balance at end of period

(208)

(413)

(208)

(413)

Net unrealized gain/(loss) on equity securities designated at fair value through other comprehensive income:

Balance at beginning of period

11

14

(127)

23

Other comprehensive income (loss)

26

(144)

250

(402)

Reclassification of loss/(gain) to retained earnings

(2)

3

(88)

252

Balance at end of period

35

(127)

35

(127)

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

(16)

(29)

(38)

78

Other comprehensive income (loss)

(6)

(9)

16

(116)

Balance at end of period

(22)

(38)

(22)

(38)

Net unrealized foreign currency translation gain/(loss) on investments in foreign operations, net of hedging activities:

Balance at beginning of period

12,334

9,515

12,677

12,048

Other comprehensive income (loss)

559

3,162

216

629

Balance at end of period

12,893

12,677

12,893

12,677

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

Balance at beginning of period

(3,197)

(5,080)

(5,472)

(5,717)

Other comprehensive income (loss)

273

(392)

2,548

245

Balance at end of period

(2,924)

(5,472)

(2,924)

(5,472)

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

(1,870)

(3,877)

(1,870)

(3,877)

Total accumulated other comprehensive income

7,904

2,750

7,904

2,750

Total equity

2

$

115,160

$

112,071

$

115,160

$

112,071

1

The amounts for the three months ended October 31, 2024,

and October 31, 2023, have been derived from unaudited financial statements. The amounts for the twelve

months ended

October 31, 2024 and October 31, 2023, have been derived from the audited financial statements.

2

Amounts have been restated for the adoption of IFRS 17 as at and for the three months and twelve months ended

October 31, 2023. Refer to Note 4 of the Bank’s 2024 Consolidated

Financial Statements for details.

3

Refer to Note 4 of the Bank’s 2024 Consolidated Financial Statements for details on the adoption of

IFRS 17.

TD BANK GROUP • FOURTH QUARTER 2024 • EARNINGS NEWS RELEASE

Page 28

CONSOLIDATED STATEMENT

OF CASH FLOWS

1

(millions of Canadian dollars)

For the three months ended

For the twelve months ended

October 31

October 31

October 31

October 31

2024

2023

2024

2023

Cash flows from (used in) operating activities

Net income

2

$

3,635

$

2,866

$

8,842

$

10,634

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

Provision for (recovery of) credit losses

1,109

878

4,253

2,933

Depreciation

368

320

1,325

1,239

Amortization of other intangibles

176

185

702

672

Net securities loss/(gain)

305

358

48

Share of net income from investment in Schwab

(178)

(156)

(703)

(864)

Gain on sale of Schwab shares

(1,022)

(1,022)

Deferred taxes

2

(89)

(262)

(1,061)

(1,306)

Changes in operating assets and liabilities

Interest receivable and payable

443

297

1,133

812

Securities sold under repurchase agreements

19,087

3,144

35,046

36,832

Securities purchased under reverse repurchase agreements

4,701

(2,816)

(3,884)

(41,873)

Securities sold short

(1,041)

(493)

(5,146)

(2,722)

Trading loans, securities, and other

(2,595)

6,515

(23,680)

(5,332)

Loans net of securitization and sales

(12,358)

(29,001)

(57,908)

(67,766)

Deposits

46,521

41,350

69,922

(25,487)

Derivatives

21

(7,802)

6,049

(2,341)

Non-trading financial assets at fair value through profit or loss

(269)

529

1,471

3,897

Financial assets and liabilities designated at fair value through profit or loss

11,190

8,565

15,185

28,565

Securitization liabilities

1,928

(801)

5,552

(552)

Current taxes

(296)

(1,150)

658

1,228

Brokers, dealers and clients amounts receivable and payable

11,727

3,367

4,027

(5,128)

Other, including unrealized foreign currency translation loss/(gain)

2

(3,669)

(11,017)

(6,182)

1,209

Net cash from (used in) operating activities

79,694

14,518

54,937

(65,302)

Cash flows from (used in) financing activities

Issuance of subordinated notes and debentures

1,574

3,324

Redemption or repurchase of subordinated notes and debentures

(19)

(1,751)

(1,544)

(1,716)

Common shares issued, net of issuance costs

17

5

100

74

Repurchase of common shares, including tax on net value of share repurchases

6

(3,104)

(3,997)

(4,285)

Preferred shares and other equity instruments issued, net of issuance costs

1,328

Redemption of preferred shares and other equity instruments

(400)

(1,300)

(400)

Sale of treasury shares and other equity instruments

3,463

2,004

11,948

8,497

Purchase of treasury shares and other equity instruments

(3,441)

(2,161)

(11,834)

(8,549)

Dividends paid on shares and distributions paid on other equity instruments

(1,844)

(1,793)

(7,160)

(5,825)

Repayment of lease liabilities

(172)

(163)

(678)

(643)

Net cash from (used in) financing activities

(416)

(7,363)

(9,813)

(12,847)

Cash flows from (used in) investing activities

Interest-bearing deposits with banks

(77,193)

(13,048)

(71,153)

41,446

Activities in financial assets at fair value through other comprehensive income

Purchases

(20,680)

(4,291)

(42,542)

(24,336)

Proceeds from maturities

2,505

3,884

18,825

17,893

Proceeds from sales

1,080

1,029

4,130

5,838

Activities in debt securities at amortized cost

Purchases

(2,883)

(5,136)

(11,306)

(26,987)

Proceeds from maturities

11,379

9,966

49,606

52,819

Proceeds from sales

3,027

46

5,772

12,021

Net purchases of land, buildings, equipment, other depreciable assets, and other intangibles

(713)

(554)

(2,177)

(1,844)

Net cash acquired from (paid for) divestitures and acquisitions

3,353

3,423

(624)

Net cash from (used in) investing activities

(80,125)

(8,104)

(45,422)

76,226

Effect of exchange rate changes on cash and due from banks

39

250

14

88

Net increase (decrease) in cash and due from banks

(808)

(699)

(284)

(1,835)

Cash and due from banks at beginning of period

7,245

7,420

6,721

8,556

Cash and due from banks at end of period

$

6,437

$

6,721

$

6,437

$

6,721

Supplementary disclosure of cash flows from operating activities

Amount of income taxes paid (refunded) during the period

$

773

$

1,036

$

3,812

$

3,036

Amount of interest paid during the period

15,531

14,193

61,779

48,179

Amount of interest received during the period

23,335

21,436

91,013

76,646

Amount of dividends received during the period

632

513

2,694

2,247

1

The amounts for the three months ended October 31, 2024, and October 31, 2023, have been derived from unaudited

financial statements. The amounts for the twelve months ended

October 31, 2024 and October 31, 2023, have been derived from the audited financial statements.

2

Amounts for the three months and twelve months ended October 31, 2023 have been restated for the adoption

of IFRS 17. Refer to Note 4 of the Bank’s 2024 Consolidated Financial

Statements for details.

Appendix A – Segmented Information

For management reporting purposes, the Bank

reports its results under four key business

segments: Canadian Personal and Commercial

Banking, which includes

the results of the Canadian personal and commercial

banking businesses, and TD Auto Finance

Canada; U.S. Retail, which includes the results

of the U.S.

personal and commercial banking businesses,

U.S. credit cards, TD Auto Finance U.S.,

U.S. wealth business,

and the Bank’s investment in Schwab;

Wealth

Management and Insurance; and Wholesale

Banking. The Bank’s other activities are grouped

into the Corporate segment.

TD BANK GROUP • FOURTH QUARTER 2024 • EARNINGS NEWS RELEASE

Page 29

Results for these segments for the years ended

October 31,

2024 and October 31, 2023 are presented

in the following tables.

Results by Business Segment

1,2

(millions of Canadian dollars)

Canadian

Wealth

Personal and

Management

Commercial Banking

U.S. Retail

and Insurance

Wholesale Banking

3

Corporate

3

Total

For the three months ended October 31

2024

2023

2024

2023

2024

2023

2024

2023

2024

2023

2024

2023

Net interest income (loss)

$

4,058

$

3,705

$

2,924

$

2,951

$

321

$

265

$

221

$

245

$

416

$

328

$

7,940

$

7,494

Non-interest income (loss)

1,006

1,049

287

572

3,616

2,691

1,550

1,243

1,115

129

7,574

5,684

Total revenue

5,064

4,754

3,211

3,523

3,937

2,956

1,771

1,488

1,531

457

15,514

13,178

Provision for (recovery of)

credit losses

430

390

389

289

134

57

156

142

1,109

878

Insurance service expenses

2,364

1,346

2,364

1,346

Non-interest expenses

2,102

2,039

2,110

2,045

1,107

957

1,336

1,441

1,395

1,146

8,050

7,628

Income (loss) before income taxes

and share of net income from

investment in Schwab

2,532

2,325

712

1,189

466

653

301

(10)

(20)

(831)

3,991

3,326

Provision for (recovery of)

income taxes

709

646

3

117

117

161

66

(27)

(361)

(281)

534

616

Share of net income from

investment in Schwab

4,5

154

197

24

(41)

178

156

Net income (loss)

$

1,823

$

1,679

$

863

$

1,269

$

349

$

492

$

235

$

17

$

365

$

(591)

$

3,635

$

2,866

For the twelve months ended October 31

2024

2023

2024

2023

2024

2023

2024

2023

2024

2023

2024

2023

Net interest income (loss)

$

15,697

$

14,192

$

11,600

$

12,029

$

1,226

$

1,064

$

582

$

1,538

$

1,367

$

1,121

$

30,472

$

29,944

Non-interest income (loss)

4,093

4,125

2,113

2,261

12,309

10,566

6,704

4,280

1,532

(486)

26,751

20,746

Total revenue

19,790

18,317

13,713

14,290

13,535

11,630

7,286

5,818

2,899

635

57,223

50,690

Provision for (recovery of)

credit losses

1,755

1,343

1,532

928

1

317

126

649

535

4,253

2,933

Insurance service expenses

6,647

5,014

6,647

5,014

Non-interest expenses

8,010

7,700

12,615

8,079

4,285

3,908

5,576

4,760

5,007

5,408

35,493

29,855

Income (loss) before income taxes

and share of net income from

investment in Schwab

10,025

9,274

(434)

5,283

2,603

2,707

1,393

932

(2,757)

(5,308)

10,830

12,888

Provision for (recovery of)

income taxes

2,806

2,586

200

658

648

706

275

162

(1,238)

(994)

2,691

3,118

Share of net income from

investment in Schwab

4,5

709

939

(6)

(75)

703

864

Net income (loss)

$

7,219

$

6,688

$

75

$

5,564

$

1,955

$

2,001

$

1,118

$

770

$

(1,525)

$

(4,389)

$

8,842

$

10,634

Total Assets by Business Segment

6

(millions of Canadian dollars)

Canadian

Wealth

Personal and

Management

Wholesale

Commercial Baking

U.S. Retail

and Insurance

Banking

Corporate

Total

As at October 31, 2024

Total assets

$

584,468

$

606,572

$

23,217

$

686,795

$

160,699

$

2,061,751

As at October 31, 2023

Total assets

$

560,303

$

561,350

$

22,293

$

673,398

$

137,795

$

1,955,139

1

The amounts for the three months ended October 31, 2024 and October 31, 2023 have been derived from the

unaudited financial statements. The amounts for the twelve months ended

October 31, 2024 and October 31, 2023 have been derived from the audited financial statements.

2

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

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

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

(loss) included in the U.S. Retail segment includes only the portion of revenue and

credit losses attributable to the Bank under the agreements.

3

Net interest income within Wholesale Banking is calculated on a TEB. The TEB adjustment reflected in

Wholesale Banking is reversed in the Corporate segment.

4

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

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

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

special assessment charge are recorded in the Corporate segment.

5

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

Note 12 of the 2024 Consolidated Financial Statements for further details.

6

Total assets as at October 31, 2024 and

October 31, 2023 have been derived from the audited financial statements.

TD BANK GROUP • FOURTH QUARTER 2024 • EARNINGS NEWS RELEASE

Page 30

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

http://www.tsxtrust.com

Hold your TD shares through the

Direct Registration System

in the United States

Missing dividends, lost share certificates, estate

questions, address changes to the share register,

eliminating duplicate mailings of shareholder

materials

or stopping (or resuming) receiving annual

and quarterly

reports

Co-Transfer Agent and Registrar:

Computershare Trust Company, N.A.

P.O. Box 43006

Providence, RI 02940-3006

or

Computershare Trust Company, N.A.

150 Royall Street

Canton, MA 02021

1-866-233-4836

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

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

TDD shareholders outside of U.S.: 201-680-6610

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.

Annual Report on Form 40-F (U.S.)

A copy of the Bank’s Annual Report on Form

40-F for fiscal 2024 will be filed with the

Securities and Exchange Commission

later today and will be available at

http://www.td.com. You may obtain a printed copy of the Bank’s Annual Report on Form 40-F

for fiscal 2024 free of charge upon request

to TD Shareholder

Relations at 416-944-6367 or 1-866-756-8936

or e-mail tdshinfo@td.com.

TD BANK GROUP • FOURTH QUARTER 2024 • EARNINGS NEWS RELEASE

Page 31

Access to Quarterly Results Materials

Interested investors, the media, and others

may view this fourth quarter earnings news

release, results slides, supplementary

financial information, supplemental

regulatory disclosure, and the 2024 Consolidated

Financial Statements and MD&A documents on

the TD website at www.td.com/investor/.

General Information

Products and services: Contact TD Canada

Trust, 24 hours a day, seven days a week: 1-866-567-8888 French: 1-866-233-2323

Cantonese/Mandarin: 1-800-328-3698

Telephone device for the hearing impaired (TTY): 1-800-361-1180

Website:

www.td.com

Email: customer.service@td.com

Media contacts: https://stories.td.com/media-contacts

Quarterly Earnings Conference Call

TD Bank Group will host an earnings conference

call in Toronto, Ontario on December 5,

  1. The call will be available live

via TD’s website at 9:30 a.m. ET.

The

call and audio webcast will feature presentations

by TD executives on the Bank’s

financial results for the fourth quarter,

followed by a question-and-answer period

with analysts. The presentation material

referenced during the call will be

available on the TD website at www.td.com/investor

on December 5, 2024 at

approximately 6:30 a.m. ET.

A listen-only telephone line is

available at 416-340-2217 or 1-800-806-5484 (toll free)

and the passcode is 2829533#.

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

December 5, 2024,

until 11:59 p.m. ET on December

20, 2024 by calling 905-694-9451 or 1-800-408-3053 (toll

free). The passcode is 8753393#.

Annual Meeting

Thursday, April 10, 2025

Toronto, Ontario

About TD Bank Group

The Toronto-Dominion Bank and its

subsidiaries are collectively known as

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

is the sixth largest bank in North

America by

assets and serves over 27.9 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 $2.06 trillion in assets on October 31,

  1. 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

Elizabeth Goldenshtein,

Senior Manager, Corporate Communications,

416-994-4124

ex993

TD BANK GROUP DECLARES DIVIDENDS

(all amounts in Canadian dollars)

TORONTO – December 5, 2024 -

The Toronto

-Dominion Bank (the "Bank") today announced that a dividend

in an

amount of one dollar and five cents ($1.05) per fully paid common

share in the capital stock of the Bank has been

declared for the quarter ending January 31, 2025, payable

on and after January 31,

2025, to shareholders of record at the

close of business on January 10, 2025.

In lieu of receiving their dividends in cash, holders of the Bank’s

common shares may choose to have their dividends

reinvested in additional

common shares of the Bank in accordance with the Dividend

Reinvestment Plan (the “Plan”).

Under the Plan, the Bank has the discretion to either purchase

the additional common shares in the open market

or issue

them from treasury.

If issued from treasury,

the Bank may decide to apply a discount of up to 5% to

the Average Market

Price (as defined in the Plan) of the additional shares.

For the January 31,

2025 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 January 10, 2025.

Beneficial or non-registered holders of the Bank's

common shares wishing to join the Plan

must contact their financial

institution or broker for instructions on how to enroll in

advance of the above date.

Registered holders who participate in the Plan and who wish to

terminate that participation so that cash dividends

to

which they are entitled to be paid on and after January

31, 2025 are not reinvested in common shares under the

Plan

must deliver written notice to TSX Trust

Company at the above address by no later

than January 10, 2025.

Beneficial or

non-registered holders who participate in the Plan and

who wish to terminate that participation so that cash dividends

to

which they are entitled to be paid on and after January

31, 2025 are not reinvested in common shares under

the Plan

must contact their financial institution or broker for instructions

on how to terminate participation in the Plan in advance

of

January 10, 2025.

The Bank also announced that dividends have been declared

on the following Non-Cumulative Redeemable Class

A First

Preferred Shares of the Bank, payable on and after January 31,

2025, to shareholders of record at the close of business

on January 10, 2025:

Series 1, in an amount per share of $0.310625;

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; and

Series 18, in an amount per share of $0.3591875.

The Bank for the purposes of the Income Tax

Act (Canada) and any similar provincial legislation advises

that the dividend

declared for the quarter ending January 31, 2025 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 27.9 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 $2.06 trillion

in assets on October 31, 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

ex994

ex994p1i0

December 5, 2024

The Toronto

Stock Exchange

Canadian Securities Commissions

CDS Clearing and Depository Services Inc.

The Depository Trust & Clearing Corporation

Dear Sir/Madam:

Re:

The Toronto-Dominion

Bank (the "Bank") - Notice of Meeting and Record Dates

Pursuant to s. 2.2 of National

Instrument 54-101

Communication with Beneficial

Owners of Securities of a

Reporting Issuer

("NI 54-101"),

we advise as follows:

Name of Reporting Issuer

The Toronto

-Dominion Bank

Meeting Date

April 10, 2025

Record Date for Notice

February 10, 2025

Record Date for Voting

Beneficial Ownership Determination Date

February 10, 2025

February 10, 2025

Classes or series of securities that entitle the

holder to receive notice of the meeting

Common shares

Classes or series of securities that entitle the

holder to vote at the meeting

Common shares

Notice & Access – Registered Holders

Notice & Access – Beneficial Holders

Issuer Sending Material Directly to NOBOs

Issuer Paying to Send Material to OBOs

Whether the meeting is a special meeting

1

Yes

Yes

No

Yes

No

Yours very

truly,

/s/ Caroline Cook

Caroline Cook

Associate Vice President, Legal Treasury

and Corporate

Securities

1

As defined

by NI

54-101

meaning

a meeting

at which

a special

resolution,

as defined

in

the

Bank

Act

(Canada)

, is expected to be submitted to common shareholders.

ex995

FORM 52-109F1

CERTIFICATION OF ANNUAL 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 AIF, if any,

annual financial statements and annual

MD&A, including, for greater certainty, all documents and information that are

incorporated by reference in the AIF (together, the “annual filings”) of The Toronto-

Dominion Bank (the “issuer”) for the financial year ended October

31, 2024.

2.

No misrepresentations

:

Based on my knowledge, having exercised reasonable

diligence, the annual filings do not contain any untrue statement

of a material fact or

omit to state a material fact required to be stated or that is necessary

to make a

statement not misleading in light of the circumstances under which it

was made, for

the period covered by the annual filings.

3.

Fair presentation

:

Based on my knowledge, having exercised reasonable

diligence, the annual financial statements together with the other

financial

information included in the annual filings fairly present in all material

respects the

financial condition, financial performance and cash flows of the

issuer, as of the date

of and for the periods presented in the annual filings.

4.

Responsibility

:

The issuer’s other certifying officer(s) and I are responsible

for

establishing and maintaining disclosure controls and procedures

(DC&P) and

internal control over financial reporting (ICFR), as those terms are

defined in

National Instrument 52-109

Certification of Disclosure in Issuers’ Annual and Interim

Filings

, for the issuer.

5.

Design

:

Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the

issuer’s other certifying officer(s) and I have, as at the financial year

end

(a)

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 annual

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.

Evaluation:

The issuer’s other certifying officer(s) and I have

(a)

evaluated, or caused to be evaluated under our supervision, the

effectiveness of

the issuer’s DC&P at the financial year end and the

issuer

has disclosed in its

annual MD&A our conclusions about the effectiveness of

DC&P at the financial

year end based on that evaluation; and

(b)

evaluated, or caused to be evaluated under our supervision, the

effectiveness of

the issuer’s ICFR at the financial year end and the

issuer

has disclosed in its

annual MD&A

(i)

our conclusions about the effectiveness of ICFR at the financial

year end

based on that evaluation; and

(ii)

N/A

7.

Reporting changes in ICFR

:

The issuer has disclosed in its annual MD&A any

change in the issuer’s ICFR that occurred during the

period beginning on August 1,

2024 and ended on October 31, 2024 that has materially affected, or

is reasonably

likely to materially affect, the issuer’s ICFR.

8.

Reporting to the issuer’s auditors and board of directors

or audit committee

:

The issuer’s other certifying officer(s) and I have disclosed, based

on our most

recent evaluation of ICFR, to the issuer’s auditors,

and the board of directors or the

audit committee of the board of directors any fraud that involves

management or

other employees who have a significant role in the issuer’s

ICFR.

Date:

December 5, 2024

/s/ Bharat Masrani

Bharat Masrani

Group President and Chief Executive Officer

FORM 52-109F1

CERTIFICATION OF ANNUAL FILINGS

FULL CERTIFICATE

I, Kelvin Tran, Group Head and Chief Financial Officer of The Toronto-Dominion Bank,

certify the following:

1.

Review

:

I have reviewed the AIF, if any,

annual financial statements and annual

MD&A, including, for greater certainty, all documents and information that are

incorporated by reference in the AIF (together, the “annual filings”) of The Toronto-

Dominion Bank (the “issuer”) for the financial year ended October

31, 2024.

2.

No misrepresentations

:

Based on my knowledge, having exercised reasonable

diligence, the annual filings do not contain any untrue statement

of a material fact or

omit to state a material fact required to be stated or that is necessary

to make a

statement not misleading in light of the circumstances under which

it was made, for

the period covered by the annual filings.

3.

Fair presentation

:

Based on my knowledge, having exercised reasonable

diligence, the annual financial statements together with the other

financial

information included in the annual filings fairly present in all material

respects the

financial condition, financial performance and cash flows of the

issuer, as of the date

of and for the periods presented in the annual filings.

4.

Responsibility

:

The issuer’s other certifying officer(s) and I are responsible

for

establishing and maintaining disclosure controls and procedures

(DC&P) and

internal control over financial reporting (ICFR), as those terms are

defined in

National Instrument 52-109

Certification of Disclosure in Issuers’ Annual and Interim

Filings

, for the issuer.

5.

Design

:

Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the

issuer’s other certifying officer(s) and I have, as at the financial year

end

(a)

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 annual

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.

Evaluation:

The issuer’s other certifying officer(s) and I have

(a)

evaluated, or caused to be evaluated under our supervision, the

effectiveness of

the issuer’s DC&P at the financial year end and the

issuer

has disclosed in its

annual MD&A our conclusions about the effectiveness of

DC&P at the financial

year end based on that evaluation; and

(b)

evaluated, or caused to be evaluated under our supervision, the

effectiveness of

the issuer’s ICFR at the financial year end and the

issuer

has disclosed in its

annual MD&A

(i)

our conclusions about the effectiveness of ICFR at the financial

year end

based on that evaluation; and

(ii)

N/A

7.

Reporting changes in ICFR

:

The issuer has disclosed in its annual MD&A any

change in the issuer’s ICFR that occurred during the

period beginning on August 1,

2024 and ended on October 31, 2024 that has materially affected, or

is reasonably

likely to materially affect, the issuer’s ICFR.

8.

Reporting to the issuer’s auditors and board of directors

or audit committee

:

The issuer’s other certifying officer(s) and I have disclosed, based

on our most

recent evaluation of ICFR, to the issuer’s auditors,

and the board of directors or the

audit committee of the board of directors any fraud that involves

management or

other employees who have a significant role in the issuer’s

ICFR.

Date:

December 5, 2024

/s/ Kelvin Tran

Kelvin Tran

Group Head and Chief Financial Officer

ex996

INDEPENDENT AUDITOR’S REPORT

To the Shareholders and the Board of Directors of The Toronto-Dominion Bank

Opinion

We have audited the consolidated financial statements

of The Toronto-Dominion Bank and its subsidiaries (TD), which comprise

the Consolidated Balance Sheets

as at October 31, 2024 and 2023, and

the Consolidated Statements of Income, Consolidated

Statements of Comprehensive Income,

Consolidated Statements of

Changes in Equity, and Consolidated Statements of Cash Flows

for the years then ended, and notes to the

consolidated financial statements, including

a summary

of material accounting policies (collectively

referred to as the “consolidated financial

statements”).

In our opinion, the accompanying consolidated

financial statements present fairly, in all material respects, the

consolidated financial position of TD as at

October

31, 2024 and 2023, and its consolidated financial

performance and its consolidated cash

flows for the years then ended, in accordance

with International Financial

Reporting Standards (IFRS) as issued by

the International Accounting Standards Board.

Basis for Opinion

We conducted our audit in accordance with Canadian

generally accepted auditing standards. Our

responsibilities under those standards are further

described in

the

Auditor’s Responsibilities for the Audit of the

Consolidated Financial Statements

section of our report. We are independent of

TD in accordance with the ethical

requirements that are relevant to our audit

of the consolidated financial statements in

Canada, and we have fulfilled our other

ethical responsibilities in accordance

with these requirements. We believe that

the audit evidence we have obtained is sufficient and

appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters

that, in our professional judgment, were

of most significance in our audit of the consolidated

financial statements of the year

ended October 31, 2024. These matters

were addressed in the context of our audit of

the consolidated financial statements as a

whole, and in forming our opinion

thereon, and we do not provide a separate

opinion on these matters. For each matter below, our description

of how our audit addressed the matter is

provided in

that context.

We have fulfilled the responsibilities described in

the

Auditor’s Responsibilities for the Audit

of the Consolidated Financial Statements

section of our report,

including in relation to these matters. Accordingly, our audit included

the performance of procedures designed to respond

to our assessment of the risks of material

misstatement of the consolidated financial

statements. The results of our audit procedures,

including the procedures performed

to address the matters below,

provide the basis for our audit opinion on

the accompanying consolidated financial

statements.

Allowance for credit losses

Key audit matter

TD describes its significant accounting judgments,

estimates, and assumptions in relation

to the allowance for credit losses in Note

3 of the consolidated financial statements.

As disclosed in Note 8 to the consolidated

financial statements, TD recognized $9,141

million in allowances for credit losses on its

consolidated balance sheet using an

expected credit loss model (ECL). The ECL

is an

unbiased and probability-weighted estimate of

credit losses expected to occur in the future,

which is based on the probability of

default (PD), loss given default (LGD) and exposure

at default (EAD) or the expected cash

shortfall relating to the underlying

financial asset. The ECL is determined by evaluating

a range of possible outcomes incorporating

the time value of money and

reasonable and supportable information about

past events, current conditions, and future economic

forecasts. ECL allowances are

measured at amounts equal to either (i) 12-month

ECL; or (ii) lifetime ECL for those financial

instruments that have experienced a

significant increase in credit risk (SICR) since

initial recognition or when there is objective

evidence of impairment.

Auditing the allowance for credit losses was

complex and required the application of

significant judgment and involvement of

specialists because of the sophistication of

the models, the forward-looking nature

of the key assumptions, and the inherent

interrelationship of the critical variables used

in measuring the ECL. Key areas of judgment

include evaluating: (i) the models and

methodologies used for measuring both the

12-month and lifetime expected credit losses;

(ii) the assumptions used in the ECL

scenarios including forward-looking information

(FLI) and assigning probability weighting;

(iii) the determination of SICR; and (iv)

the

assessment of the qualitative component applied

to the modelled ECL based on management’s

expert credit judgment.

How our audit

addressed the

key audit matter

We obtained an understanding, evaluated the design,

and tested the operating effectiveness of

management’s controls over the

allowance for credit losses. The controls

we tested included, amongst others, the development

and validation of models and

selection of appropriate inputs including economic

forecasting, determination of non-retail borrower

risk ratings, the integrity of the

data used including the associated controls over

relevant information technology (IT)

systems, and the governance and oversight

over the modelled results and the use of expert

credit judgment.

To test the allowance for credit losses, our audit procedures included, amongst

others, involving our credit risk specialists

to assess

whether the methodology and assumptions,

including management’s SICR triggers, used in

significant models that estimate the

ECL across various portfolios are consistent

with the requirements of IFRS. This included

reperforming the model validation

procedures for a sample of models to evaluate

whether management’s conclusions were appropriate.

With the assistance of our

economic specialists, we evaluated the

models, methodology and process used by

management to develop the FLI variable

forecasts for each scenario and the scenario

probability weights. For a sample of

FLI variables, we compared management’s FLI to

independently derived forecasts and publicly available

information. On a sample basis, we recalculated

the ECL to test the

mathematical accuracy of management’s

models. We tested the completeness and accuracy

of data used in measuring the ECL by

agreeing to source documents and systems

and evaluated a sample of management’s non-retail

borrower risk ratings against TD’s

risk rating policy. With the assistance of our credit risk specialists,

we also evaluated management’s methodology

and governance

over the application of expert credit judgment

by evaluating that the amounts recorded

were reflective of underlying credit quality

and macroeconomic trends. We also assessed

the adequacy of disclosures related to the

allowance for credit losses.

Fair value measurement of derivatives

Key audit matter

TD describes its significant accounting judgments,

estimates, and assumptions in relation

to the fair value measurement of

derivatives in Note 3 of the consolidated financial

statements. As disclosed in Note 5 of the consolidated

financial statements, TD

has derivative assets of $78,061 million and

derivative liabilities of $68,368 million recorded

at fair value. Certain of these

derivatives are complex and illiquid and require

valuation techniques that may include complex

models and non-observable inputs,

requiring management’s estimation and judgment.

Auditing the valuation of certain derivatives required

the application of significant auditor judgment

and involvement of valuation

specialists in assessing the complex

models and non-observable inputs used. Certain

valuation inputs used to determine fair

value

that may be non-observable include volatilities,

correlations, and credit spreads. The

valuation of certain derivatives is sensitive

to

these inputs as they are forward-looking and

could be affected by future economic and

market conditions.

How our audit

addressed the

key audit matter

We obtained an understanding, evaluated the design,

and tested the operating effectiveness of

management’s controls, including

the associated controls over relevant IT systems,

over the valuation of TD’s derivative portfolio.

The controls we tested included,

amongst others, the controls over the

suitability and mechanical accuracy of models

used in the valuation of derivatives,

and

controls over management’s independent assessment

of fair values, including the integrity of data

used in the valuation such as the

significant inputs noted above.

To test the valuation of these derivatives, our audit procedures included,

amongst others, an evaluation of the

methodologies and

significant inputs used by TD. With the assistance

of our valuation specialists, we performed

an independent valuation for a sample

of derivatives to assess the modelling assumptions

and significant inputs used to estimate

the fair value, which involved obtaining

significant inputs from independent external

sources, where available. We also assessed

the adequacy of the disclosures related

to

the fair value measurement of derivatives.

Measurement of provision for uncertain

tax positions

Key audit matter

TD describes its significant accounting judgments,

estimates, and assumptions in relation

to income taxes in Note 3 and Note 24 of

the consolidated financial statements. As a

financial institution operating in multiple jurisdictions,

TD is subject to complex and

constantly evolving tax legislation. Uncertainty

in a tax position may arise as tax laws are

subject to interpretation. TD uses

significant judgment in i) determining whether

it is probable that TD will have to make

a payment to tax authorities upon their

examination of certain uncertain tax positions

and ii) measuring the amount of

the provision.

Auditing TD’s provision for uncertain tax positions

involved the application of judgment and

is based on interpretation of tax

legislation and jurisprudence.

How our audit

addressed the

key audit matter

We obtained an understanding, evaluated the design,

and tested the operating effectiveness of

management’s controls over TD’s

provision for uncertain tax positions.

The controls we tested included, amongst others,

the controls over the assessment of the

technical merits of tax positions and management’s

process to measure the provision for

uncertain tax positions.

With the assistance of our tax professionals,

we assessed the technical merits and the

amount recorded for uncertain tax positions.

Our audit procedures included, amongst others,

using our knowledge of, and experience

with, the application of tax laws by the

relevant income tax authorities to evaluate

TD’s interpretations and assessment of tax laws

with respect to uncertain tax positions.

We assessed the implications of correspondence

received by TD from the relevant tax

authorities and evaluated income tax

opinions or other third-party advice obtained.

We also assessed the adequacy of the disclosures

related to uncertain tax positions.

Valuation of Goodwill in the U.S. Personal and

Commercial Banking group of Cash Generating

Units

Key audit matter

TD describes its significant accounting judgments,

estimates, and assumptions in relation

to the recoverable amount of its cash

generating units (‘CGU”) or group of

CGUs to which goodwill has been allocated

in Note 3 of the consolidated financial

statements.

As disclosed in Note 14 of the consolidated

financial statements, TD has $14,663

million of goodwill in the U.S. Retail segment,

which predominantly relates to the U.S.

Personal and Commercial Banking group

of cash generating units (“US P&C

CGUs”).

Goodwill is assessed for impairment annually, or more frequently

if impairment indicators are present.

Auditing the recoverable amount for the

U.S. P&C CGUs was complex and required

the application of significant auditor judgment

and involvement of valuation specialists in

assessing certain significant assumptions

in the impairment test. Significant assumptions

in the estimate of the recoverable amount

included the discount rate and certain

forward-looking assumptions, such as the

terminal

growth rate, and forecasted earnings, which

are affected by expectations about future

market or economic conditions.

How our audit

addressed the

key audit matter

We obtained an understanding, evaluated the design,

and tested the operating effectiveness of

management’s controls over the

recoverable amount of TD’s U.S. P&C CGUs.

The controls we tested included, amongst

others, the controls over management’s

review of TD’s forecast as well as controls over

management’s review of the model and methodology

over significant assumptions

such as the discount rate and the terminal

growth rate. We also tested controls over

management’s review of the integrity of the

data used and the mathematical accuracy

of their valuation model.

To test the estimated recoverable amount of the U.S. P&C CGUs, our audit procedures

included, amongst others, with the

assistance of our valuation specialists, assessing

the methodology and testing the significant

assumptions and underlying data used

by TD in its assessment. We considered the selection

and application of the discount rate

by evaluating the inputs and

mathematical accuracy of the calculation,

while also developing an independent estimate

and comparing it to the discount rate

selected by management. We considered the selection

and application of the terminal growth

rate by evaluating the selected rate

against relevant market and economic forecast

data. We evaluated the reasonability of the

forecasted earnings by comparing to

historical results and considering our current

understanding of the business as well as

current economic trends. We assessed the

historical accuracy of management’s prior year

estimates by performing a comparison of

management’s prior year projections to

actual results. We performed sensitivity analysis on

the significant assumptions to consider

the impact of changes in the recoverable

amount that would result from changes in

the assumptions. We also assessed the

adequacy of the disclosures related

to the

valuation of goodwill.

Other Information

Management is responsible for the other information.

The other information comprises:

Management’s Discussion and Analysis; and

The information, other than the consolidated

financial statements and our auditor’s report

thereon, in the 2024 Annual Report

.

Our opinion on the consolidated financial

statements does not cover the other information

and we do not express any form of assurance

conclusion thereon.

In connection with our audit of the consolidated

financial statements, our responsibility is

to read the other information, and in doing

so, consider whether the other

information is materially inconsistent

with the consolidated financial statements

or our knowledge obtained in the audit or otherwise

appears to be materially

misstated.

We obtained Management’s Discussion and Analysis

and the 2024 Annual Report prior to the date

of this auditor’s report. If, based on the

work we have

performed, we conclude that there is a material

misstatement of this other information,

we are required to report that fact in this auditor’s

report. We have nothing

to report in this regard.

Responsibilities of Management and

Those Charged with Governance for

the Consolidated Financial Statements

Management is responsible for the preparation

and fair presentation of the consolidated

financial statements in accordance with

IFRS, and for such internal control

as management determines is necessary

to enable the preparation of consolidated

financial statements that are free from material

misstatement, whether due to

fraud or error.

In preparing the consolidated financial

statements, management is responsible for assessing

TD’s ability to continue as a going concern, disclosing,

as applicable,

matters related to going concern and using

the going concern basis of accounting

unless management either intends to liquidate

TD or to cease operations, or has

no realistic alternative but to do so.

Those charged with governance are responsible

for overseeing TD’s financial reporting process.

Auditor’s Responsibilities for the Audit

of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance

about whether the consolidated financial

statements as a whole are free from material

misstatement, whether

due to fraud or error, and to issue an auditor’s report that includes

our opinion. Reasonable assurance is

a high level of assurance, but is not a guarantee

that an

audit conducted in accordance with Canadian

generally accepted auditing standards

will always detect a material misstatement when

it exists. Misstatements can

arise from fraud or error and are considered

material if, individually or in the aggregate,

they could reasonably be expected to influence

the economic decisions of

users taken on the basis of these consolidated

financial statements.

As part of an audit in accordance with Canadian

generally accepted auditing standards,

we exercise professional judgment and maintain

professional skepticism

throughout the audit. We also:

Identify and assess the risks of material

misstatement of the consolidated financial

statements, whether due to fraud or error, design and perform

audit

procedures responsive to those risks, and

obtain audit evidence that is sufficient and appropriate

to provide a basis for our opinion. The

risk of not detecting a

material misstatement resulting from fraud

is higher than for one resulting from error, as fraud may involve

collusion, forgery, intentional omissions,

misrepresentations, or the override of internal

control.

Obtain an understanding of internal control relevant

to the audit in order to design audit procedures

that are appropriate in the circumstances,

but not for the

purpose of expressing an opinion on the effectiveness

of TD’s internal control.

Evaluate the appropriateness of accounting

policies used and the reasonableness

of accounting estimates and related disclosures

made by management.

Conclude on the appropriateness of management’s

use of the going concern basis of accounting

and, based on the audit evidence obtained,

whether a material

uncertainty exists related to events or conditions

that may cast significant doubt on TD’s ability

to continue as a going concern. If we

conclude that a material

uncertainty exists, we are required to draw

attention in our auditor’s report to the related

disclosures in the consolidated financial statements

or, if such

disclosures are inadequate, to modify our

opinion. Our conclusions are based on

the audit evidence obtained up to the date

of our auditor’s report. However,

future events or conditions may cause

TD to cease to continue as a going concern.

Evaluate the overall presentation, structure and

content of the consolidated financial statements,

including the disclosures, and whether

the consolidated

financial statements represent the underlying

transactions and events in a manner that achieves

fair presentation.

Obtain sufficient appropriate audit evidence regarding

the financial information of the entities or business

activities within TD to express an opinion

on the

consolidated financial statements. We are responsible

for the direction, supervision and performance

of the group audit. We remain solely responsible

for our

audit opinion.

We communicate with those charged with governance

regarding, among other matters, the planned

scope and timing of the audit and significant

audit findings,

including any significant deficiencies in internal

control that we identify during our audit.

We also provide those charged with governance

with a statement that we have complied

with relevant ethical requirements regarding

independence, and to

communicate with them all relationships and

other matters that may reasonably be thought

to bear on our independence, and where

applicable, related

safeguards.

From the matters communicated with

those charged with governance, we determine

those matters that were of most significance

in the audit of the consolidated

financial statements of the current period

and are therefore the key audit matters.

We describe these matters in our auditor’s

report unless law or regulation

precludes public disclosure about the matter

or when, in extremely rare circumstances,

we determine that a matter should not be

communicated in our report

because the adverse consequences of doing

so would reasonably be expected to outweigh

the public interest benefits of such communication.

The engagement partner on the audit resulting

in this independent auditor’s report is

Helen Mitchell.

Chartered Professional Accountants

Licensed Public Accountants

Toronto, Canada

December 4, 2024

December 5, 2024

Shareholders and Directors of The Toronto-Dominion Bank

We are aware that The Toronto-Dominion Bank will furnish EY's Independent Auditor's

Report prepared in accordance with Canadian

generally accepted auditing

standards and dated December 4, 2024 as Exhibit

99.6 to its Form 6-K filed on December

5, 2024.

Ernst & Young LLP

Chartered Professional Accountants

Licensed Public Accountants