6-K

TORONTO DOMINION BANK (TD)

6-K 2025-05-22 For: 2025-04-30
View Original
Added on April 03, 2026

FORM

6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington,

D.C. 20549

______________________________

______________________________

REPORT OF FOREIGN PRIVATE

ISSUER

Pursuant to Rule 13a-16 or 15d-16 of

the Securities Exchange Act of 1934

For the month of May,

2025

Commission File Number:

001-14446

______________________________

The Toronto-Dominion Bank

(Translation of registrant's name into English)

______________________________

c/o General Counsel’s Office

P.O. Box 1

,

Toronto Dominion Centre

,

Toronto

,

Ontario

,

M5K 1A2

(Address of principal executive offices)

Indicate by check mark whether the registrant

files or will file annual reports under cover

of Form 20-F or Form 40-F:

Form 20-F

Form 40-F

This Form 6-K, excluding Exhibit 99.4, Exhibit

99.5 and Exhibit 99.6 hereto, is incorporated by

reference into all outstanding Registration Statements

of The Toronto-

Dominion Bank filed with the U.S. Securities

and Exchange Commission.

EXHIBIT INDEX

Exhibit

Description

99.1

2

nd

Quarter 2025 Report to Shareholders

99.2

Earnings Coverage

99.3

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

99.4

Q2 2025 Earnings News Release

99.5

Q2 2025 Dividend News Release

99.6

CEO and CFO Certificates

101

Interactive Data File (formatted as Inline

XBRL)

104

Cover Page Interactive Data File (formatted

as Inline XBRL and contained in Exhibit

101)

FORM 6-K

SIGNATURES

Pursuant to the requirements of the Securities

Exchange Act of 1934, the registrant

has duly caused this report to be signed on

its behalf by the undersigned, thereunto

duly

authorized.

THE TORONTO-DOMINION BANK

DATE:

May 22, 2025

By:

/s/ Sue-Anne Fox

Name:

Sue-Anne Fox

Title:

Associate Vice President, Legal,

Treasury and

Corporate Securities

ex991

ex991p1i0

TD BANK GROUP • SECOND QUARTER 2025 • REPORT TO SHAREHOLDERS

Page 1

TD Bank Group Reports Second Quarter 2025 Results

Report to Shareholders

Three and six months ended April 30,

2025

The financial information in this document is reported

in Canadian dollars and is based on

the Bank’s unaudited Interim Consolidated

Financial Statements

prepared in accordance with International Financial

Reporting Standards (IFRS) as issued by the

International Accounting Standards Board

(IASB), unless

otherwise noted. Certain comparative amounts

have been revised to conform with the presentation

adopted in the current period.

Reported results conform with generally accepted

accounting principles (GAAP), in accordance

with IFRS. Adjusted measures are non-GAAP

financial

measures. For additional information about

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

refer to “Significant Events”,

“Non-GAAP and Other Financial

Measures” in the “How We Performed”,

or “How Our Businesses Performed” sections

of this document.

SECOND QUARTER FINANCIAL HIGHLIGHTS,

compared with the second quarter last

year:

Reported diluted earnings per share were

$6.27, compared with $1.35.

Adjusted diluted earnings per share were

$1.97, compared with $2.04.

Reported net income was $11,129 million, compared with

$2,564 million.

Adjusted net income was $3,626 million,

compared with $3,789 million.

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

30, 2025, compared with the corresponding

period last year:

Reported diluted earnings per share were

$7.81, compared with $2.89.

Adjusted diluted earnings per share were

$3.99, compared with $4.04.

Reported net income was $13,922 million,

compared with $5,388 million.

Adjusted net income was $7,249 million,

compared with $7,426 million.

SECOND QUARTER ADJUSTMENTS (ITEMS

OF NOTE)

The second quarter reported earnings figures

included the following items of note:

Amortization of acquired intangibles

of $43 million ($35 million after tax or 2

cents per share), compared with $72 million

($62 million after tax or

4 cents per share) in the second quarter

last year.

Acquisition and integration charges related

to the Cowen acquisition of $34 million

($26 million after tax or 2 cents

per share), compared with

$102 million ($80 million after tax or 4 cents

per share) in the second quarter last year.

Impact from the terminated First Horizon

Corporation (FHN) acquisition-related

capital hedging strategy of $47 million ($35

million after tax or

2 cents per share), compared with $64 million

($48 million after tax or 3 cents per

share) in the second quarter last year.

U.S. balance sheet restructuring of $1,129

million ($847 million after tax or 49 cents

per share).

Restructuring charges of $163 million

($122 million after tax or 7 cents per share),

compared with $165 million ($122 million

after tax or 7 cents per

share) under a previous program in the

second quarter last year.

Gain on sale of Schwab shares of $8,975

million ($8,568 million after tax or $4.92

per share).

TORONTO

, May 22, 2025 – TD Bank Group (“TD” or the “Bank”)

today announced its financial results for the second quarter

ended April 30, 2025. Reported earnings were

$11.1 billion, up 334% compared

with the second quarter last year,

reflecting the Bank's sale of its remaining equity investment

in The Charles Schwab Corporation

(“Schwab”), and adjusted earnings were $3.6 billion, down

4%.

“TD delivered strong results this quarter,

with robust trading and fee income in our markets-driven

businesses as well as deposit and loan growth in Canadian

Personal and

Commercial Banking,”

said Raymond Chun, Group President and CEO, TD

Bank Group. “Our U.S. balance sheet restructuring is

on track, and we are making consistent

progress on AML remediation. We are well positioned

as we enter the second half of the year,

and we continue to strengthen our Bank by investing

in the client experience,

enhancing our digital capabilities, and simplifying how we

operate to achieve greater speed and execution excellence.

Canadian Personal and Commercial Banking results

driven by continued volume growth in loans and

deposits

Canadian Personal and Commercial Banking net income was

$1,668 million, a decrease of 4% compared with

the second quarter last year,

reflecting higher provisions for

credit losses (PCL) and non-interest expenses, partially offset

by higher revenue. Revenue increased 3%, primarily

reflecting loan and deposit growth.

The Canadian Personal Bank reported another quarter

of solid acquisition growth, including a record in digital

day-to-day sales. The Canadian Personal Bank

also delivered a

strong quarter of credit card growth and referral volumes

to Wealth and Business Banking. This quarter,

Business Banking reported strong commercial loan

growth, record

second-quarter retail originations in TD Auto Finance (TDAF),

and robust customer acquisition in Small Business Banking.

In addition, TDAF scored highest in two segments

of the J.D. Power 2025 Canada Dealer Financing Satisfaction

Study, ranking #1 for

Dealer Satisfaction among Non-Prime and Prime Credit Non

-Captive Automotive

Financing Lenders

1

.

The U.S. Retail Bank delivered continued momentum

and progress on balance sheet restructuring

U.S. Retail reported net income for the quarter was $120

million (US$89 million), down 76% (77% in U.S. dollars),

compared with the second quarter last year.

On an adjusted

basis, net income was $967 million (US$680 million),

down 19% (23% in U.S. dollars). Reported net income

for the quarter from the Bank’s prior investment

in Schwab was

$78 million (US$54 million), a decrease of 57% (60% in

U.S. dollars), compared with the second quarter last year

reflecting the Bank’s sale of its remaining

equity investment

in Schwab this quarter.

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

prior investment in Schwab, reported net income was $42

million (US$35 million), down 87% (86% in U.S.

dollars),

compared with the second quarter last year,

primarily reflecting the impact of balance sheet restructuring

activities, higher governance and control investments,

including costs

for U.S. BSA/AML remediation, and higher PCL, partially

offset by the impact of charges for the global

resolution of the investigations into the Bank’s

U.S. BSA/AML program

and FDIC special assessment charge in the second

quarter last year. On an adjusted

basis, net income was $889 million (US$626 million),

down 13% (16% in U.S. dollars)

1

TD Auto Finance received the highest score in the retail non-captive non-prime segment and the retail non-captive prime segment in the J.D. Power 2024-2025 Canada Dealer Financing Satisfaction

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

TD BANK GROUP • SECOND QUARTER 2025 • REPORT TO SHAREHOLDERS

Page 2

compared with the second quarter last year,

reflecting higher governance and control investments,

including costs for U.S. BSA/AML remediation, and

higher PCL, partially

offset by higher revenue.

This quarter, the U.S. Retail Bank

demonstrated

resilience and delivered continued momentum, with its

sixth quarter of consumer deposit growth and double

-digit growth in

U.S. Wealth assets year over year.

This quarter, TD Bank, America

’s Most Convenient Bank

®

, ranked #1 in Florida for retail banking customer satisfaction

in the J.D. Power

2025 U.S. Retail Banking Satisfaction Study

2

.

Wealth Management and Insurance delivered strong

results across diversified businesses

Wealth Management and Insurance net income

was $707 million, an increase of 14% compared with

the second quarter last year, with

strong revenue growth in both

businesses. This quarter’s revenue growth of 12% reflected higher

insurance premiums, higher fee-based revenue, and transaction

revenue.

This quarter, Wealth Management

and Insurance continued to invest in client-centric innovation

and deliver growth. TD Asset Management

(TDAM) launched the TD

Greystone Infrastructure iCapital Canada Access Fund, expanding

access to direct private infrastructure to retail investors.

TDAM also added more than $5 billion in net

institutional assets, demonstrating its strength as the #1 institutional

asset manager in Canada among the Big 5 banks.

The TD Private Wealth Management and TD

Financial

Planning businesses delivered strong net asset growth this

quarter. Additionally,

TD Insurance continued to deliver double-digit premium

growth and further increased its

market share

3

.

Wholesale Banking delivered record revenue including

fees earned from TD’s sale of its remaining

equity investment in Schwab

Wholesale Banking reported net income for the quarter was

$419 million, an increase of 16% compared with the second

quarter last year, primarily reflecting

higher revenue,

partially offset by higher PCL and non-interest expenses.

On an adjusted basis, net income was $445 million,

an increase of 1% compared with the second

quarter last year.

Revenue for the quarter was a record $2,129 million, an

increase of 10% compared with the second quarter

last year, primarily reflecting higher

trading-related revenue, and

underwriting fees, including those associated with the Bank’s

sale of its remaining equity investment in Schwab.

This quarter, Wholesale Banking executed

the largest sole-managed convertible offering in

the U.S. since 2020, demonstrating the strength

of its capabilities and market

influence. Wholesale Banking was voted Overall Commodities

Dealer in the Energy Risk Commodity Rankings

2025, run by Risk.net, reflecting its global leadership,

reliability,

and client trust.

Capital

TD’s Common Equity Tier 1 Capital

ratio was 14.9%.

Conclusion

“We are operating in a fluid macroeconomic environment.

As we navigate this period of uncertainty,

TD is very well-capitalized, prepared for a broad range

of economic

scenarios, and remains focused on the needs and goals of

our clients,” added Chun. “I want to thank our colleagues

for their continued efforts as we further

strengthen our

Bank and build for the future.”

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

on page 4.

2

TD Bank received the highest score in a tie in Florida in the J.D. Power 2025 U.S. Retail Banking Satisfaction Study, which measures customers’ satisfaction with their primary bank. Visit

jdpower.com/awards for more details.

3

Rankings based on data provided by OSFI, Insurers and the Insurance Bureau of Canada for the year ended December 31, 2024. Excludes public insurance regimes (ICBC, MPI and SAF).

TD BANK GROUP • SECOND QUARTER 2025 • REPORT TO SHAREHOLDERS

Page 3

ENHANCED DISCLOSURE TASK FORCE

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

Stability Board in 2012 to identify fundamental

disclosure principles,

recommendations and leading practices to enhance

risk disclosures of banks. The index

below includes the recommendations (as

published by the EDTF) and

lists the location of the related EDTF disclosures

presented in the second quarter 2025

Report to Shareholders (RTS), Supplemental

Financial Information (SFI),

or Supplemental Regulatory Disclosures (SRD).

Information on TD’s website, SFI, and SRD is

not and should not be considered incorporated

herein by reference

into the second quarter 2025 RTS, Management’s

Discussion and Analysis, or the Interim Consolidated

Financial Statements. Certain disclosure references

have

been made to the Bank’s 2024

Annual Report.

Type of

Risk

Topic

EDTF Disclosure

Page

RTS

Second

Quarter

2025

SFI

Second

Quarter

2025

SRD

Second

Quarter

2025

Annual Report

2024

General

1

Present all related risk information together in any particular report.

Refer to below for location of disclosures

2

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

values used.

94-101, 105,

110, 112-114,

125-127

3

Describe and discuss top and emerging risks.

84-93

4

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

are finalized.

33, 46

80, 122

Risk

Governance

and Risk

Management

and

Business

Model

5

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

functions.

95-99

6

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

culture.

94-95

7

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

activities.

79, 94, 100-128

8

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

frameworks.

78, 99-100, 108,

125

Capital

Adequacy

and Risk

Weighted

Assets

9

Pillar 1 capital requirements and the impact for global systemically important

banks.

31-32, 83

1-3, 6

75-77, 80-81,

235

10

Composition of capital and reconciliation of accounting balance sheet to the

regulatory balance sheet.

1-3, 5

75

11

Flow statement of the movements in regulatory capital.

4

12

Discussion of capital planning within a more general discussion of

management’s strategic planning.

76-78, 125

13

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

and

related risks.

9-13

78-79

14

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

13

101-103, 105,

107-108

15

Tabulate credit risk in the banking book

for Basel asset classes and major

portfolios.

36-53, 59-65

16

Flow statement reconciling the movements of RWA by risk type.

18-19

17

Discussion of Basel III back-testing requirements.

80

104, 108,

112-113

Liquidity

18

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

39-43

114-116,

118-119

Funding

19

Encumbered and unencumbered assets in a table by balance sheet

category.

41

117, 229

20

Tabulate consolidated total assets, liabilities

and off-balance sheet

commitments by remaining contractual maturity at the balance sheet date.

46-48

122-124

21

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

42-46

119-122

Market Risk

22

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

balance sheet.

36

106

23

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

36, 38

106, 109-110

24

Significant market risk measurement model limitations and validation

procedures.

37

107-110,

112-113

25

Primary risk management techniques beyond reported risk measures and

parameters.

37

107-110

Credit Risk

26

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

risk profile, including any significant credit risk concentrations.

28-31, 65-74

21-36

1-5, 13, 18,

20-70, 72-80

62-74, 101-105,

185-192, 201,

203-204,

233-234

27

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

73

71, 162-163,

169-170, 191

28

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

period and the allowance for loan losses.

29, 68-72

25, 29

69, 188-190

29

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

transactions.

54-55, 66-70

103, 173-174,

195-197, 201,

203-204

30

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

credit risk.

104, 166,

173-174

Other Risks

31

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

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

110-113,

125-128

32

Discuss publicly known risk events related to other risks.

81

91-93, 227-228

TD BANK GROUP • SECOND QUARTER 2025 • REPORT TO SHAREHOLDERS

Page 4

TABLE OF CONTENTS

MANAGEMENT’S DISCUSSION AND ANALYSIS

4

Caution Regarding Forward-Looking Statements

49

Securitization and Off-Balance Sheet Arrangements

5

Financial Highlights

49

Accounting Policies and Estimates

6

Significant Events

49

Changes in Internal Control over Financial

Reporting

6

Update on U.S. BSA/AML Program Remediation

and

50

Glossary

Enterprise AML Program Improvement Activities

9

How We Performed

INTERIM CONSOLIDATED FINANCIAL STATEMENTS

13

Financial Results Overview

53

Interim Consolidated Balance Sheet

17

How Our Businesses Performed

54

Interim Consolidated Statement of Income

26

Quarterly Results

55

Interim Consolidated Statement of Comprehensive

Income

27

Balance Sheet Review

56

Interim Consolidated Statement of Changes

in Equity

28

Credit Portfolio Quality

57

Interim Consolidated Statement of Cash

Flows

31

Capital Position

58

Notes to Interim Consolidated Financial Statements

34

Risk Factors and Management

34

Managing Risk

84

SHAREHOLDER AND INVESTOR INFORMATION

MANAGEMENT’S DISCUSSION AND ANALYSIS

OF OPERATING

PERFORMANCE

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

is presented to enable readers

to assess material changes in the financial

condition and operating results of

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

three and six months ended April 30, 2025,

compared with the corresponding periods

shown. This MD&A should be

read in conjunction with the Bank’s unaudited Interim

Consolidated Financial Statements included

in this Report to Shareholders and with

the 2024 Annual

Consolidated Financial Statements and 2024

MD&A. This MD&A is dated May 21,

  1. Unless otherwise indicated,

all amounts are expressed in Canadian

dollars and have been primarily derived

from the Bank’s 2024 Annual Consolidated Financial

Statements or Interim Consolidated

Financial Statements, prepared

in accordance with IFRS as issued by the

IASB. Note that certain comparative amounts

have been revised to conform with the presentation

adopted in the current

period. Additional information relating

to the Bank, including the Bank’s 2024 Annual

Information Form, is available on the

Bank’s website at http://www.td.com as

well as on SEDAR+

at http://www.sedarplus.ca and on the SEC’s website at http://www.sec.gov (EDGAR

filers section).

Caution Regarding Forward-Looking Statements

From time to time, the Bank (as defined in this document) makes written and/or oral forward-looking statements, including

in this document, in other filings with Canadian regulators or the United States (U.S.) Securities

and

Exchange Commission (SEC), and in other communications. In addition, representatives of the

Bank may make forward-looking statements orally to analysts, investors, the media, and others. All such

statements are made

pursuant to the “safe harbour” provisions of, and are intended to be forward-looking statements

under, applicable Canadian and U.S. securities legislation, including the U.S. Private Securities Litigation Reform Act of 1995.

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

the Management’s Discussion and Analysis (“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”, “forecast”, “outlook”, “plan”, “goal”, “target”, “possible”,

“potential”,

“predict”, “project”, “may”, and “could” and similar expressions or variations thereof, or the negative thereof,

but these terms are not the exclusive means of identifying such statements. By their very

nature, these forward-

looking statements require the Bank to make assumptions and are subject to inherent risks and

uncertainties, general and specific. Especially in light of the uncertainty related to the physical, financial,

economic, political,

and regulatory environments, such risks and uncertainties – many of which are beyond the Bank’s control

and the effects of which can be difficult to predict – may cause actual results to differ materially from the

expectations 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, compliance and legal, 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; geopolitical risk (including policy, trade and tax-related risks and the

potential impact of any new or elevated tariffs or any retaliatory tariffs); inflation, interest rates and recession uncertainty; regulatory

oversight and compliance risk; risks associated with the Bank’s ability to satisfy the terms

of the global resolution of the investigations into the Bank’s U.S.

Bank Secrecy Act

(BSA)/anti-money laundering (AML) program; the impact of the global resolution of the 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; 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”, “Significant and Subsequent Events” or “Update on U.S. Bank Secrecy

Act (BSA)/Anti-Money Laundering (AML) Program Remediation and Enterprise AML Program Improvement

Activities“ 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 and news releases (as

applicable).

Any forward-looking statements contained in this document represent the views of management only as

of the date hereof and are presented for the purpose of assisting the Bank’s shareholders and analysts in

understanding the Bank’s financial position, objectives and priorities and anticipated financial performance as at and

for the periods ended on the dates presented, and may not be appropriate for other

purposes. The Bank

does not undertake to update any forward-looking statements, whether written or oral, that may be

made from time to time by or on its behalf, except as required under applicable securities legislation.

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

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

TD BANK GROUP • SECOND QUARTER 2025 • REPORT TO SHAREHOLDERS

Page 5

TABLE 1: FINANCIAL HIGHLIGHTS

(millions of Canadian dollars, except

as noted)

For the three months ended

For the six months ended

April 30

January 31

April 30

April 30

April 30

2025

2025

2024

2025

2024

Results of operations

Total revenue – reported

$

22,937

$

14,049

$

13,819

$

36,986

$

27,533

Total revenue – adjusted

1

15,138

15,030

13,883

30,168

27,654

Provision for (recovery of) credit losses

1,341

1,212

1,071

2,553

2,072

Insurance service expenses (ISE)

1,417

1,507

1,248

2,924

2,614

Non-interest expenses – reported

8,139

8,070

8,401

16,209

16,431

Non-interest expenses – adjusted

1

7,908

7,983

7,084

15,891

14,209

Net income – reported

11,129

2,793

2,564

13,922

5,388

Net income – adjusted

1

3,626

3,623

3,789

7,249

7,426

Financial position

(billions of Canadian dollars)

Total loans net of allowance for loan losses

$

936.4

$

965.3

$

928.1

$

936.4

$

928.1

Total assets

2,064.3

2,093.6

1,966.7

2,064.3

1,966.7

Total deposits

1,267.7

1,290.5

1,203.8

1,267.7

1,203.8

Total equity

126.1

119.0

112.0

126.1

112.0

Total risk-weighted assets

2

624.6

649.0

602.8

624.6

602.8

Financial ratios

Return on common equity (ROE) – reported

3

39.1

%

10.1

%

9.5

%

24.8

%

10.2

%

Return on common equity – adjusted

1

12.3

13.2

14.5

12.7

14.3

Return on tangible common equity (ROTCE)

1,3

48.0

13.4

13.0

31.3

13.9

Return on tangible common equity – adjusted

1

15.0

17.2

19.2

15.9

18.9

Efficiency ratio – reported

3

35.5

57.4

60.8

43.8

59.7

Efficiency ratio – adjusted, net of ISE

1,3,4

57.6

59.0

56.1

58.3

56.7

Provision for (recovery of) credit losses

as a % of net

average loans and acceptances

0.58

0.50

0.47

0.54

0.45

Common share information – reported

(Canadian dollars)

Per share earnings

Basic

$

6.28

$

1.55

$

1.35

$

7.81

$

2.90

Diluted

6.27

1.55

1.35

7.81

2.89

Dividends per share

1.05

1.05

1.02

2.10

2.04

Book value per share

3

66.75

61.61

57.69

66.75

57.69

Closing share price (TSX)

5

88.09

82.91

81.67

88.09

81.67

Shares outstanding (millions)

Average basic

1,740.5

1,749.9

1,762.8

1,745.3

1,769.8

Average diluted

1,741.7

1,750.7

1,764.1

1,746.3

1,771.2

End of period

1,722.5

1,751.7

1,759.3

1,722.5

1,759.3

Market capitalization (billions of Canadian dollars)

$

151.7

$

145.2

$

143.7

$

151.7

$

143.7

Dividend yield

3

5.0

%

5.4

%

5.1

%

5.2

%

5.0

%

Dividend payout ratio

3

16.6

67.8

75.6

26.8

70.3

Price-earnings ratio

3

9.1

17.5

13.8

9.1

13.8

Total shareholder return (1 year)

3

13.6

6.9

4.5

13.6

4.5

Common share information – adjusted

(Canadian dollars)

Per share earnings

Basic

$

1.97

$

2.02

$

2.04

$

3.99

$

4.05

Diluted

1.97

2.02

2.04

3.99

4.04

Dividend payout ratio

53.0

%

51.9

%

49.9

%

52.4

%

50.3

%

Price-earnings ratio

11.4

10.6

10.5

11.4

10.5

Capital ratios

3

Common Equity Tier 1 Capital ratio

14.9

%

13.1

%

13.4

%

14.9

%

13.4

%

Tier 1 Capital ratio

16.6

14.7

15.1

16.6

15.1

Total Capital ratio

18.5

17.0

17.1

18.5

17.1

Leverage ratio

4.7

4.2

4.3

4.7

4.3

TLAC ratio

31.0

29.5

30.6

31.0

30.6

TLAC Leverage ratio

8.7

8.5

8.7

8.7

8.7

1

The Toronto-Dominion Bank (“TD” or the

“Bank”) prepares its Interim Consolidated Financial Statements in accordance with IFRS,

the current GAAP, and refers

to results prepared in

accordance with IFRS as the “reported” results. The Bank also utilizes non-GAAP financial measures

such as “adjusted” results and non-GAAP ratios to assess each of its businesses

and to measure overall Bank performance. To

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

Events”, “How We Performed” or “How

Our Businesses Performed” sections

of this document for further explanation, a list of the items of note, and a reconciliation of

adjusted to reported results. Non-GAAP financial measures

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

terms used by other issuers.

2

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

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

Requirements

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

Loss Absorbing Capacity (TLAC) guidelines.

Refer to the “Capital Position” section of this document for further details.

3

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

4

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

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

Q2 2025: $13,721 million, Q1 2025: $13,523 million, Q2 2024: $12,635 million, 2025 YTD: $27,244 million, 2024

YTD: $25,040 million.

5

Toronto Stock Exchange closing market

price.

ex991p6i0

TD BANK GROUP • SECOND QUARTER 2025 • REPORT TO SHAREHOLDERS

Page 6

SIGNIFICANT EVENTS

a)

Sale of Schwab Shares

On February 12, 2025, the Bank sold its entire

remaining equity investment in the Charles

Schwab Corporation (“Schwab”) through a

registered offering and share

repurchase by Schwab. Immediately prior

to the sale, TD held 184.7 million shares of

Schwab’s common stock, representing 10.1%

economic ownership. The sale

of the shares resulted in proceeds of approximately

$21.0 billion (US$14.6 billion) and

the Bank recognized

a net gain on sale of approximately $8.6 billion

(US$5.8 billion). This gain is net of the release

of related cumulative foreign currency

translation from AOCI, the release of AOCI on

designated net investment

hedging items, direct transaction costs,

and taxes. The Bank also recognized

$184 million of underwriting fees in its

Wholesale segment as a result of TD

Securities acting as a lead bookrunner on

the transaction.

The transaction increased

Common Equity Tier 1 (CET1) capital by approximately

238 basis points (bps). The Bank discontinued

recording its share of

earnings available to common shareholders

from its investment in Schwab following

the sale. The Bank continues to have a

business relationship with Schwab

through the IDA Agreement.

b) Restructuring Charges

The Bank initiated a new restructuring program

in the second quarter of 2025 to reduce its

cost base and achieve greater efficiency. In connection with this

program, the Bank incurred $163 million

pre-tax of restructuring charges in

the second quarter of 2025 which primarily

relate to real estate optimization, employee

severance and other personnel-related

costs, and asset impairment and other rationalization,

including certain business wind-downs.

The Bank expects to incur

total restructuring charges of $600 million

to $700 million pre-tax over the next several

quarters, to generate savings of approximately

$100 million pre-tax in fiscal

2025 and fully realized annual savings of $550

million to $650 million pre-tax, including savings

from an approximate 2% workforce

reduction

4

.

UPDATE ON U.S. BANK

SECRECY ACT (BSA)/ANTI-MONEY LAUNDERING (AML

)

PROGRAM REMEDIATION

AND

ENTERPRISE AML PROGRAM IMPROVEMENT ACTIVITIES

As previously disclosed in the Bank’s 2024

MD&A, on October 10, 2024, the Bank announced

that, following active cooperation and engagement

with authorities

and regulators, it reached a resolution of previously

disclosed investigations related to its

U.S. BSA/AML compliance programs (the “Global

Resolution”). 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, 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. The Bank is focused

on meeting the terms of the consent orders and

plea

agreements, including meeting its requirements

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

In addition, the Bank is also undertaking several

improvements

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

(“Enterprise AML Program”).

For additional information on the Global

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

remediation activities, the Bank’s Enterprise

AML Program improvement

activities, and the risks associated with the

foregoing, see the “Significant Events – Global

Resolution of the Investigations into the Bankְ’s U.S. BSA/AML

Program”

and “Risk Factors That May Affect Future Results

– Global Resolution of the Investigations into

the Bank’s U.S. BSA/AML Program” sections of

the Bank’s

2024 MD&A.

Remediation of the U.S. BSA/AML Program

The Bank remains focused on remediating

its U.S. BSA/AML program to meet the requirements

of the Global Resolution. As noted in the

Bank’s first quarter 2025

MD&A, the Bank continues to expect to have

the majority of its management remediation

actions implemented in calendar 2025

with remaining management

implementations planned for calendar 2026

and into calendar 2027. Sustainability

and testing activities are planned for calendar

2026 and calendar 2027 following

management implementations, and the Bank

is targeting to have the Suspicious Activity

Report lookback completed in calendar 2027

per the OCC consent order.

For fiscal 2025, the Bank continues to expect

U.S. BSA/AML remediation and related

governance and control investments of

approximately US$500 million pre-tax

and expects similar investments in fiscal

2026

5

. As noted in the Bank’s 2024 MD&A, 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.

Following such independent reviews, testing,

and validation, there could be additional remediation

related

implementations required from the Bank

that would take place after calendar 2027.

In addition, as the Bank undertakes the lookback

reviews, the Bank may be

required to further expand the scope of the review, either in

terms of the subjects being addressed and/or

the time period reviewed. The following

graph illustrates

the Bank’s expected remediation plan and progress

on a calendar year basis, based on its

work to date:

As noted in the Bank’s 2024 MD&A including in the

“Risk Factors That May Affect Future Results

– Global Resolution of the Investigations

into the Bank’s U.S.

BSA/AML Program” section thereof, the Bank’s

remediation timeline is based on the Bank’s

current plans, as well as assumptions related

to the duration of

4

The Bank's expectations regarding the restructuring program are subject to inherent uncertainties and are based on the Bank's assumptions regarding certain factors, including rate of natural attrition,

talent re-deployment opportunities, years-of-service, execution timing of actions, decisions to expand on or reduce the restructuring actions (e.g., scope of real estate optimization, additional

rationalizations), and foreign exchange translation impacts. Refer to the “Risk Factors That May Affect Future Results” section of this document for additional information about risks and uncertainties

that may impact the Bank’s estimates.

5

The total amount expected to be spent on remediation and governance and control investments is subject to inherent uncertainties and may vary based on the scope of work in the U.S. BSA/AML

remediation plan which could change as a result of additional findings that are identified as work progresses as well as the Bank’s ability to successfully execute against the U.S. BSA/AML remediation

program in accordance with the U.S. Retail segment’s fiscal 2025 and medium term plan.

TD BANK GROUP • SECOND QUARTER 2025 • REPORT TO SHAREHOLDERS

Page 7

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 because of various factors such

as (i) the requirement to obtain regulatory

approval or non-objection before

proceeding with various steps, and (ii) the requirement

for the various deliverables to be acceptable

to the regulators and/or the monitor. As of the date hereof,

the

Bank believes that it and its applicable

U.S. subsidiaries have taken such actions as

are required of them to date under the terms

of the consent orders and plea

agreements and is not aware of them being in

breach of the same.

While substantial work remains, in addition

to the work that has been completed and

previously outlined in the Bank’s 2024 MD&A and

first quarter 2025 MD&A,

the Bank continued to make progress on

remediating and strengthening its U.S. BSA/AML

program during the second fiscal quarter

of 2025, including:

1)

incremental improvements to transaction

monitoring capabilities with the implementation

of the final round of planned scenarios into

the Bank’s U.S.

transaction monitoring system as set out in

our U.S. BSA/AML program remediation plan;

2)

the continued implementation of enhanced,

streamlined investigation practices including

the introduction of updated procedures

for analyzing

customer activity;

3)

progress with data staging in relation to lookback

reviews;

4)

the implementation of further enhancements

to cash deposit requirements at store locations;

5)

updated policies, including those with respect

to Know Your Customer activities, and revised escalation standards

across all of U.S. Financial Crime

Risk Management; and

6)

further hiring of U.S. investigative analysts,

as planned, to help manage higher case

volumes resulting from the additional

monitoring capabilities that

have been implemented.

For the remainder of fiscal 2025, the

Bank’s focus will be on implementing incremental

enhancements to its transaction monitoring

and reporting controls,

including:

1)

continued improvements to transaction

monitoring standards, procedures and

training;

2)

the implementation of additional reporting

and controls for cash management activities;

3)

further progress with data staging and analysis

in relation to lookback reviews; and

4)

the deployment of machine learning analysis

capabilities beginning in the third fiscal quarter

of 2025.

As noted in the Bank’s 2024 MD&A, to help ensure

that the Bank can continue to support its

customers’ financial needs in the U.S.

while not exceeding the

limitation on the combined total assets of

the U.S. Bank, the Bank is focused on executing

multiple U.S. balance sheet restructuring actions

in fiscal 2025. Refer to

the “Update on U.S. Balance Sheet Restructuring”

section of the U.S. Retail segment section

for additional information on these actions.

For additional information

about expenses associated with the Bank’s U.S. BSA/AML

program remediation activities, refer

to the U.S. Retail segment section.

TD BANK GROUP • SECOND QUARTER 2025 • REPORT TO SHAREHOLDERS

Page 8

Assessment and Strengthening of the

Bank’s Enterprise AML Program

The Bank is continuing to implement improvements

to the Enterprise AML Program and

continues to target implementation of

the majority of its Enterprise AML

Program remediation and enhancement actions

by the end of calendar 2025. As noted in

the Bank’s first quarter 2025 MD&A, once implemented,

those

remediation and enhancement actions will

then be subject to internal review, challenge and validation

of the activities. Following the end of the

first fiscal quarter,

the Financial Transactions and Reports Analysis Centre

of Canada (“FINTRAC”) commenced a

review of certain remediation steps that

the Bank has taken to date

to address the FINTRAC violations. This review

is ongoing,

and subject to the outcome, may result

in additional regulatory actions.

As noted in the “Risk Factors That May

Affect Future Results – Global Resolution of

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

Program” section of the

Bank’s 2024 MD&A, the remediation and enhancement

of the Enterprise AML program is exposed

to similar risks as noted in respect

of the remediation of the

Bank’s U.S. BSA/AML program. In particular,

as the Bank continues its remediation and

improvement activities of the Enterprise

AML Program, it expects an

increase in identification of reportable transactions

and/or events, which will add to the operational

backlog in the Bank’s Financial Crime

Risk Management

(FCRM)

investigations processing that the Bank

currently faces, but is working towards

remediating, across the enterprise. In addition,

it continues to assess (i)

whether issues that have been, and continue

to be, identified in the U.S. BSA/AML program

exist in the Enterprise AML Program in Canada,

Europe or Asia, and

(ii) the impact of such issues. The results of

these assessments may also broaden

the scope of the remediation and improvements

required for the Enterprise AML

Program. Furthermore, the Bank’s regulators

or law enforcement agencies may identify

other issues with the Bank’s Enterprise AML

Program, which may result in

additional regulatory actions.

While substantial work remains, the

Bank has made progress on the improvements

to the Enterprise AML Program over the

second fiscal quarter of 2025,

including:

1) new reporting on workloads, which has

improved our ability to forecast resource

needs and expanded our FCRM program

reporting to the Bank’s

Boards and senior management;

2) launching technology initiatives to consolidate

electronic document and data availability, to improve quality and

timeliness of monitoring and oversight

of escalated AML issues;

3) continued improvements in the Bank’s process

and procedural guidance, reinforced

with targeted training across FCRM and

individual business

lines; and

4) hiring of additional investigative analysts,

to help improve management of

case volumes, with further expansion planned over

the rest of the fiscal

year.

For the remainder of fiscal 2025, the

Bank’s focus will be on the following improvements

to the Enterprise AML Program:

1) the Enterprise-wide adoption of a new

centralized case management tool that is already

in production in the U.S., with the goal of

strengthening

oversight and investigations of identified

FCRM risks; and

2) the ongoing rollout of an enhanced risk

assessment methodology and tools to

strengthen identification and measurement

of FCRM risks across

clients, products, and transactions, supported

by improved data capabilities.

TD BANK GROUP • SECOND QUARTER 2025 • REPORT TO SHAREHOLDERS

Page 9

HOW WE PERFORMED

CORPORATE OVERVIEW

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

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

the sixth largest bank in North America by

assets and serves more than 27.9 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., and TD Wealth (U.S.);

Wealth Management and Insurance, including TD Wealth

(Canada), TD Direct Investing, and TD Insurance;

and

Wholesale Banking, including TD Securities

and TD Cowen. TD also ranks among

the world’s leading online financial services firms,

with more than 18 million

active online and mobile customers. TD had

$2.1

trillion in assets on April 30, 2025. The

Toronto-Dominion Bank trades under the symbol “TD” on the Toronto

Stock Exchange and New York Stock Exchange.

HOW THE BANK REPORTS

The Bank prepares its Interim Consolidated

Financial Statements in accordance

with IFRS, the current GAAP, and refers to results prepared in accordance with

IFRS as “reported”

results.

Non-GAAP and Other Financial Measures

In addition to reported results, the Bank also

presents certain financial measures, including

non-GAAP financial measures that are historical,

non-GAAP ratios,

supplementary financial measures and capital

management measures, to assess its results.

Non-GAAP financial measures, such as “adjusted”

results, are utilized

to assess the Bank’s businesses and to measure

the Bank’s overall performance.

To

arrive at adjusted results, the Bank adjusts

for “items of note” from reported

results. Items of note are items which management

does not believe are indicative of underlying

business performance and are disclosed

in Table 3. Non-GAAP

ratios include a non-GAAP financial measure

as one or more of its components. Examples

of non-GAAP ratios include adjusted net

interest margin, adjusted basic

and diluted earnings per share (EPS), adjusted

dividend payout ratio, adjusted efficiency ratio,

net of ISE, and adjusted effective income tax rate.

The Bank

believes that non-GAAP financial measures and

non-GAAP ratios provide the reader with

a better understanding of how management

views the Bank’s

performance. Non-GAAP financial measures

and non-GAAP ratios used in this document

are not defined terms under IFRS and,

therefore, may not be

comparable to similar terms used by other issuers.

Supplementary financial measures depict

the Bank’s financial performance and position, and

capital

management measures depict the Bank’s capital

position, and both are explained in this document

where they first appear.

U.S. Strategic Cards

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

of agreements with certain U.S. retailers

pursuant to which TD is the U.S. issuer

of private label and co-

branded consumer credit cards to their U.S.

customers. Under the terms of the individual

agreements, the Bank and the retailers

share in the profits generated by

the relevant portfolios after credit losses.

Under IFRS, TD is required to present the gross

amount of revenue and PCL related to these

portfolios in the Bank’s

Interim Consolidated Statement of Income.

At the segment level, the retailer program

partners’ share of revenues and credit

losses is presented in the Corporate

segment, with an offsetting amount (representing

the partners’ net share) recorded in Non-interest

expenses, resulting in no impact to Corporate’s

reported net

income (loss). The net income 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 February 12, 2025, the Bank sold its entire

remaining equity investment in Schwab

through a registered offering and share repurchase

by Schwab. For further

details, refer to the “Significant Events”

section of this document. The Bank

discontinued recording its share of earnings

available to common shareholders from its

investment in Schwab following the sale.

Prior to the sale, the Bank accounted

for its investment in Schwab using the equity

method. The U.S. Retail segment reflected

the Bank’s share of net income

from its investment in Schwab. The Corporate

segment net income (loss) included

amounts for amortization of acquired intangibles,

the acquisition and integration

charges related to the Schwab transaction,

and the Bank’s share of restructuring and other

charges incurred by Schwab. The Bank’s share of

Schwab’s earnings

available to common shareholders was reported

with a one-month lag. For further details,

refer to Note 12 of the Bank’s 2024 Annual

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

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.

During the first quarter of fiscal 2024, Schwab

exercised its option to buy down the remaining

$0.7 billion (US$0.5 billion) of the US$5 billion

FROA buydown

allowance and paid $32 million (US$23

million) in termination fees to the Bank in accordance

with the 2023 Schwab IDA Agreement. By the

end of the first quarter

of fiscal 2024, Schwab had completed its buydown

of the full US$5 billion FROA buydown allowance

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

million) in

termination fees to the Bank. The fees were

intended to compensate the Bank for losses

incurred from discontinuing certain hedging

relationships and for lost

revenues. The net impact was recorded in

net interest income.

Subsequent to the sale of the Bank’s entire remaining

equity investment in Schwab, the Bank

continues to have a business relationship

with Schwab through

the IDA Agreement.

Refer to Note 27 of the Bank’s 2024 Annual

Consolidated Financial Statements for further details

on the Schwab IDA Agreement.

TD BANK GROUP • SECOND QUARTER 2025 • REPORT TO SHAREHOLDERS

Page 10

Strategic Review Update

The Bank is conducting a strategic review. The strategic review

is organized across four pillars:

1)

Adjust business mix and capital allocation –

re-allocate capital and disproportionately

invest in targeted segments;

2)

Simplify the portfolio and drive ROE

focus – simplify, optimize, and reposition portfolios to drive returns;

3)

Evolve the Bank and accelerate capabilities

– simplify operating model and strengthen

capabilities to deliver exceptional client experiences;

and

4)

Innovate to drive efficiency and operational excellence

– redesign operations and processes.

The Bank will provide an update on its strategic

review, and on the Bank’s medium-term financial targets, in

the second half of 2025. For additional information

on

current initiatives that are part of the

strategic review, refer to “Significant Events – Sale of Schwab

Shares”, “How Our Businesses Performed

– U.S. Retail –

Update on U.S. Balance Sheet Restructuring

Activities”, and “Significant Events –

Restructuring Charges”

in this document.

The following table provides the operating results

on a reported basis for the Bank.

TABLE 2: OPERATING RESULTS – Reported

(millions of Canadian dollars)

For the three months ended

For the six months ended

April 30

January 31

April 30

April 30

April 30

2025

2025

2024

2025

2024

Net interest income

$

8,125

$

7,866

$

7,465

$

15,991

$

14,953

Non-interest income

14,812

6,183

6,354

20,995

12,580

Total revenue

22,937

14,049

13,819

36,986

27,533

Provision for (recovery of) credit losses

1,341

1,212

1,071

2,553

2,072

Insurance service expenses

1,417

1,507

1,248

2,924

2,614

Non-interest expenses

8,139

8,070

8,401

16,209

16,431

Income before income taxes and share

of net income from

investment in Schwab

12,040

3,260

3,099

15,300

6,416

Provision for (recovery of) income taxes

985

698

729

1,683

1,363

Share of net income from investment in

Schwab

74

231

194

305

335

Net income – reported

11,129

2,793

2,564

13,922

5,388

Preferred dividends and distributions on other

equity instruments

200

86

190

286

264

Net income attributable to common shareholders

$

10,929

$

2,707

$

2,374

$

13,636

$

5,124

TD BANK GROUP • SECOND QUARTER 2025 • REPORT TO SHAREHOLDERS

Page 11

The following table provides a reconciliation between

the Bank’s adjusted and reported results.

For further details refer to the “Significant

Events”, “How We

Performed”, or “How Our Businesses Performed”

sections.

TABLE 3: NON-GAAP FINANCIAL MEASURES – Reconciliation

of Adjusted to Reported Net Income

(millions of Canadian dollars)

For the three months ended

For the six months ended

April 30

January 31

April 30

April 30

April 30

2025

2025

2024

2025

2024

Operating results – adjusted

Net interest income

1,2

$

8,208

$

7,920

$

7,529

$

16,128

$

15,074

Non-interest income

3

6,930

7,110

6,354

14,040

12,580

Total revenue

15,138

15,030

13,883

30,168

27,654

Provision for (recovery of) credit losses

1,341

1,212

1,071

2,553

2,072

Insurance service expenses

1,417

1,507

1,248

2,924

2,614

Non-interest expenses

4

7,908

7,983

7,084

15,891

14,209

Income before income taxes and share of net income from

investment in Schwab

4,472

4,328

4,480

8,800

8,759

Provision for (recovery of) income taxes

929

962

920

1,891

1,792

Share of net income from investment in Schwab

5

83

257

229

340

459

Net income – adjusted

3,626

3,623

3,789

7,249

7,426

Preferred dividends and distributions on other equity instruments

200

86

190

286

264

Net income available to common shareholders –

adjusted

3,426

3,537

3,599

6,963

7,162

Pre-tax adjustments for items of note

Amortization of acquired intangibles

6

(43)

(61)

(72)

(104)

(166)

Acquisition and integration charges related to the Schwab

transaction

4,5

(21)

(53)

Share of restructuring and other charges from investment

in Schwab

5

(49)

Restructuring charges

4

(163)

(165)

(163)

(456)

Acquisition and integration-related charges

4

(34)

(52)

(102)

(86)

(219)

Impact from the terminated FHN acquisition-related capital

hedging strategy

1

(47)

(54)

(64)

(101)

(121)

Gain on sale of Schwab shares

3

8,975

8,975

U.S. balance sheet restructuring

2,3

(1,129)

(927)

(2,056)

Civil matter provision

4

(274)

(274)

FDIC special assessment

4

(103)

(514)

Global resolution of the investigations into the Bank’s

U.S. BSA/AML program

4

(615)

(615)

Less: Impact of income taxes

Amortization of acquired intangibles

(8)

(9)

(10)

(17)

(25)

Acquisition and integration charges related to the Schwab

transaction

(5)

(11)

Restructuring charges

(41)

(43)

(41)

(121)

Acquisition and integration-related charges

(8)

(11)

(22)

(19)

(46)

Impact from the terminated FHN acquisition-related capital

hedging strategy

(12)

(13)

(16)

(25)

(30)

Gain on sale of Schwab shares

407

407

U.S. balance sheet restructuring

(282)

(231)

(513)

Civil matter provision

(69)

(69)

FDIC special assessment

(26)

(127)

Total adjustments for items

of note

7,503

(830)

(1,225)

6,673

(2,038)

Net income available to common shareholders – reported

$

10,929

$

2,707

$

2,374

$

13,636

$

5,124

1

After the termination of the merger agreement between the Bank and FHN on May 4, 2023, the residual

impact of the strategy is reversed through net interest income – Q2 2025: ($47) million,

Q1 2025: ($54) million,

2025 YTD: ($101) million, Q2 2024: ($64) million, 2024 YTD: ($121) million, reported in the Corporate segment.

2

Adjusted net interest income excludes the following item of note:

i.

U.S. balance sheet restructuring – Q2 2025: $36 million, 2025 YTD: $36 million, reported in the U.S.

Retail segment.

3

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

i.

The Bank sold common shares of Schwab and recognized a gain on the sale – Q2 2025: $8,975

million, 2025 YTD: $8,975 million, reported in the Corporate segment; and

ii.

U.S. balance sheet restructuring – Q2 2025: $1,093 million, Q1 2025: $927 million, 2025 YTD: $2,020 million, reported in

the U.S. Retail segment.

4

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

i.

Amortization of acquired intangibles – Q2 2025: $34 million, Q1 2025: $35 million, 2025 YTD: $69 million,

Q2 2024: $42 million, 2024 YTD: $105 million, reported in the Corporate segment;

ii.

The Bank’s own acquisition and integration charges related to the Schwab transaction – Q2 2024: $16

million, 2024 YTD: $39 million, reported in the Corporate segment;

iii.

Restructuring charges – Q2 2025: $163 million, 2025 YTD: $163 million, compared with Q2 2024: $165 million, 2024

YTD: $456 million under a previous program, reported in the Corporate segment;

iv.

Acquisition and integration-related charges – Q2 2025: $34 million, Q1 2025: $52 million, 2025 YTD:

$86 million, Q2 2024: $102 million, 2024 YTD: $219 million, reported in the Wholesale Banking segment;

v.

Civil matter provision – Q2 2024: $274 million, 2024 YTD: $274 million, reported in the Corporate segment;

vi.

FDIC special assessment – Q2 2024: $103 million, 2024 YTD: $514 million, reported in the U.S. Retail

segment; and

vii.

Charges for the global resolution of the investigations into the Bank’s U.S. BSA/AML program – Q2 2024:

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

5

Adjusted share of net income from investment in Schwab excludes the following items of note on

an after-tax basis. The earnings impact of these items is reported in the Corporate segment:

i.

Amortization of Schwab-related acquired intangibles – Q2 2025: $9 million, Q1 2025: $26 million, 2025 YTD:

$35 million, Q2 2024: $30 million, 2024 YTD: $61 million;

ii.

The Bank’s share of acquisition and integration charges associated with Schwab’s acquisition of TD Ameritrade – Q2 2024: $5

million, 2024 YTD: $14 million;

iii.

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

iv.

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

6

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

business combinations, including the after-tax amounts for amortization of acquired intangibles relating

to the share

of net income from investment in Schwab, reported in the Corporate segment. Refer to footnotes 4 and

5 for amounts.

TD BANK GROUP • SECOND QUARTER 2025 • REPORT TO SHAREHOLDERS

Page 12

TABLE 4: RECONCILIATION OF REPORTED TO ADJUSTED EARNINGS PER SHARE

1

(Canadian dollars)

For the three months ended

For the six months ended

April 30

January 31

April 30

April 30

April 30

2025

2025

2024

2025

2024

Basic earnings (loss) per share – reported

$

6.28

$

1.55

$

1.35

$

7.81

$

2.90

Adjustments for items of note

(4.31)

0.47

0.69

(3.82)

1.15

Basic earnings per share – adjusted

$

1.97

$

2.02

$

2.04

$

3.99

$

4.05

Diluted earnings (loss) per share – reported

$

6.27

$

1.55

$

1.35

$

7.81

$

2.89

Adjustments for items of note

(4.30)

0.47

0.69

(3.82)

1.15

Diluted earnings per share – adjusted

$

1.97

$

2.02

$

2.04

$

3.99

$

4.04

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.

TABLE 5: AMORTIZATION OF INTANGIBLES, NET OF INCOME TAXES

(millions of Canadian dollars)

For the three months ended

For the six months ended

April 30

January 31

April 30

April 30

April 30

2025

2025

2024

2025

2024

Schwab

1

$

9

$

26

$

30

$

35

$

61

Wholesale Banking related intangibles

20

21

27

41

69

Other

6

5

5

11

11

Included as items of note

35

52

62

87

141

Software and asset servicing rights

124

119

104

243

200

Amortization of intangibles, net of income

taxes

$

159

$

171

$

166

$

330

$

341

1

Included in Share of net income from investment in Schwab.

Return on Common Equity

The consolidated Bank ROE is calculated

as reported net income available to common

shareholders as a percentage of average

common equity. The

consolidated Bank adjusted ROE is calculated

as adjusted net income available to

common shareholders as a percentage of average

common equity. Adjusted

ROE is a non-GAAP financial ratio and

can be utilized in assessing the Bank’s use of equity.

ROE for the business segments is calculated

as the segment net income attributable

to common shareholders as a percentage of average

allocated capital. The

Bank’s methodology for allocating capital to its

business segments is largely aligned

with the common equity capital requirements

under Basel III. Capital allocated

to the business segments was 11.5% CET1 Capital effective fiscal 2024.

TABLE 6: RETURN ON COMMON EQUITY

(millions of Canadian dollars, except

as noted)

For the three months ended

For the six months ended

April 30

January 31

April 30

April 30

April 30

2025

2025

2024

2025

2024

Average common equity

$

114,585

$

106,133

$

101,137

$

110,708

$

100,573

Net income (loss) attributable to common

shareholders – reported

10,929

2,707

2,374

13,636

5,124

Items of note, net of income taxes

(7,503)

830

1,225

(6,673)

2,038

Net income available to common shareholders

– adjusted

$

3,426

$

3,537

$

3,599

$

6,963

$

7,162

Return on common equity – reported

39.1

%

10.1

%

9.5

%

24.8

%

10.2

%

Return on common equity – adjusted

12.3

13.2

14.5

12.7

14.3

Return on Tangible Common Equity

Tangible common equity (TCE) is calculated as common shareholders’ equity

less goodwill, imputed goodwill and intangibles

on the investments in Schwab and

other acquired intangible assets, net of related

deferred tax liabilities. ROTCE is calculated

as reported net income available to common

shareholders after

adjusting for the after-tax amortization of

acquired intangibles, which are treated as an

item of note, as a percentage of average

TCE. Adjusted ROTCE is

calculated using reported net income available

to common shareholders, adjusted for all

items of note, as a percentage of average

TCE. TCE, ROTCE, and

adjusted ROTCE can be utilized in assessing

the Bank’s use of equity. TCE is a non-GAAP financial measure,

and ROTCE and adjusted ROTCE are

non-GAAP

ratios.

TABLE 7: RETURN ON TANGIBLE COMMON EQUITY

(millions of Canadian dollars, except

as noted)

For the three months ended

For the six months ended

April 30

January 31

April 30

April 30

April 30

2025

2025

2024

2025

2024

Average common equity

$

114,585

$

106,133

$

101,137

$

110,708

$

100,573

Average goodwill

19,302

19,205

18,380

19,207

18,322

Average imputed goodwill and intangibles on

investments in Schwab

1,304

5,116

6,051

2,924

6,062

Average other acquired intangibles

1

450

482

574

456

595

Average related deferred tax liabilities

(236)

(237)

(228)

(236)

(230)

Average tangible common equity

93,765

81,567

76,360

88,357

75,824

Net income attributable to common

shareholders – reported

10,929

2,707

2,374

13,636

5,124

Amortization of acquired intangibles, net of income

taxes

35

52

62

87

141

Net income attributable to common shareholders

adjusted for amortization of acquired intangibles,

net of income taxes

10,964

2,759

2,436

13,723

5,265

Other items of note, net of income taxes

(7,538)

778

1,163

(6,760)

1,897

Net income available to common shareholders

– adjusted

$

3,426

$

3,537

$

3,599

$

6,963

$

7,162

Return on tangible common equity

48.0

%

13.4

%

13.0

%

31.3

%

13.9

%

Return on tangible common equity – adjusted

15.0

17.2

19.2

15.9

18.9

1

Excludes intangibles relating to software and asset servicing rights.

TD BANK GROUP • SECOND QUARTER 2025 • REPORT TO SHAREHOLDERS

Page 13

IMPACT OF FOREIGN EXCHANGE RATE ON U.S. RETAIL SEGMENT TRANSLATED EARNINGS

The following table reflects the estimated impact

of foreign currency translation on key

U.S. Retail segment income statement items.

The impact is calculated as

the difference in translated earnings using the average

U.S. to Canadian dollars exchange rates in the

periods noted.

TABLE 8: IMPACT OF FOREIGN EXCHANGE RATE ON U.S. RETAIL SEGMENT

TRANSLATED EARNINGS

(millions of Canadian dollars, except

as noted)

For the three months ended

For the six months ended

April 30, 2025 vs.

April 30, 2025 vs.

April 30, 2024

April 30, 2024

Increase (Decrease)

Increase (Decrease)

U.S. Retail Bank

Total revenue – reported

$

118

$

251

Total revenue – adjusted

1

169

347

Non-interest expenses – reported

106

220

Non-interest expenses – adjusted

1

106

220

Net income – reported, after tax

2

9

Net income – adjusted, after tax

1

40

81

Share of net income from investment in

Schwab

2

5

11

U.S. Retail segment net income – reported,

after tax

7

20

U.S. Retail segment net income – adjusted,

after tax

1

45

92

Earnings (loss) per share

(Canadian dollars)

Basic – reported

$

$

0.01

Basic – adjusted

1

0.03

0.05

Diluted – reported

0.01

Diluted – adjusted

1

0.03

0.05

Average foreign exchange rate (equivalent of CAD $1.00)

For the three months ended

For the six months ended

April 30

April 30

April 30

April 30

2025

2024

2025

2024

U.S. dollar

$

0.703

$

0.737

$

0.704

$

0.738

FINANCIAL RESULTS

OVERVIEW

Performance Summary

Outlined below is an overview of the Bank’s performance

for the second quarter of 2025. Shareholder

performance indicators help guide and

benchmark the

Bank’s accomplishments. For the purposes of

this analysis, the Bank utilizes adjusted earnings,

which excludes items of note from the reported

results that are

prepared in accordance with IFRS. Reported

and adjusted results and items of note are

explained in “Non-GAAP and Other Financial

Measures” in the “How We

Performed” section of this document.

Adjusted diluted EPS for the six months ended

April 30, 2025, decreased 1% from

the same period last year.

Adjusted ROTCE for the six months

ended April 30, 2025, was 15.9%.

For the twelve months ended April 30, 2025,

the total shareholder return was 13.6%

compared to the Canadian peer

6

average of 24.8%.

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.

Net Income

Quarterly comparison – Q2 2025 vs. Q2 2024

Reported net income for the quarter was $11,129 million, an increase

of $8,565 million compared with the second

quarter last year, primarily reflecting the net gain

from sale of Schwab shares in the Corporate

segment, higher revenues, and the impact of

the charges for the global resolution of the investigations

into the Bank’s

U.S. BSA/AML program in the prior year in

U.S. Retail, partially offset by the impact of balance

sheet restructuring activities in U.S. Retail,

higher non-interest

expenses, including higher governance and

control investments,

and higher PCL. On an adjusted basis,

net income for the quarter was $3,626

million, a decrease

of $163 million, or 4%, compared with

the second quarter last year.

By segment, the increase in reported net income

reflects increases in the Corporate segment

of $8,879 million, in Wealth Management and

Insurance of

$86 million, and in Wholesale Banking of $58

million, partially offset by decreases in U.S. Retail

of $387 million, and in Canadian Personal

and Commercial

Banking of $71 million.

Quarterly comparison – Q2 2025 vs. Q1 2025

Reported net income for the quarter increased

$8,336 million compared with the prior quarter, primarily reflecting

the net gain from sale of Schwab shares in

the

Corporate segment, partially offset by the higher impact

of balance sheet restructuring activities in

U.S. Retail, and restructuring charges. Adjusted

net income for

the quarter was relatively flat compared

with the prior quarter.

By segment, the increase in reported net income

reflects increases in the Corporate segment

of $8,574 million, in Wholesale Banking of

$120 million, and in

Wealth Management and Insurance of $27 million, partially

offset by decreases in U.S. Retail of $222

million, and in Canadian Personal and

Commercial Banking

of $163 million.

Year-to-date comparison – Q2 2025 vs. Q2 2024

Reported net income of $13,922 million, increased

$8,534 million compared with the same period

last year. The increase reflects the net gain from sale

of Schwab

shares in the Corporate segment, higher revenues,

and the impact of the charges for the

global resolution of the investigations into

the Bank’s U.S. BSA/AML

program and FDIC special assessment charge

in the same period last year in U.S.

Retail, partially offset by the impact of balance

sheet restructuring activities in

U.S. Retail, higher non-interest expenses, including

higher governance and control investments,

and higher PCL. Adjusted net income

was $7,249 million, a

decrease of $177 million, or 2%.

By segment, the increase in reported net income

reflects increases in the Corporate segment

of $9,111 million, in Wealth Management and Insurance of

$211 million, and in Wholesale Banking of $152 million, partially offset by

decreases in U.S. Retail of $915 million, and

in Canadian Personal and Commercial

Banking of $25 million.

6

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

The Bank of Nova Scotia.

TD BANK GROUP • SECOND QUARTER 2025 • REPORT TO SHAREHOLDERS

Page 14

Net Interest Income

Quarterly comparison – Q2 2025 vs. Q2 2024

Reported net interest income for the quarter

was $8,125 million, an increase of $660

million, or 9%, compared with the second

quarter last year, primarily reflecting

higher revenue from treasury and balance

sheet activities, volume growth in Canadian

Personal and Commercial Banking, and the impact

of U.S. balance sheet

restructuring activities and higher deposit

margins in U.S. Retail. On an adjusted basis,

net interest income was $8,208 million, an

increase of $679 million, or 9%.

By segment, the increase in reported net interest

income reflects increases in the Corporate

segment of $338 million, in Canadian Personal

and Commercial

Banking of $211 million, in U.S. Retail of

$197 million, and in Wealth Management

and Insurance of $58 million, partially offset

by a decrease in Wholesale

Banking of $144 million.

Quarterly comparison – Q2 2025 vs. Q1 2025

Reported net interest income for the quarter

increased $259 million, or 3%, compared with

the prior quarter, primarily reflecting higher

revenue from treasury and

balance sheet activities, and the impact of balance

sheet restructuring activities in the current

quarter in U.S. Retail, partially offset by the impact

of fewer days in

the quarter. On an adjusted basis, net interest income increased

$288 million, or 4%.

By segment, the increase in reported net interest

income reflects increases in the Corporate

segment of $252 million, in Wholesale Banking

of $152 million,

partially offset by decreases in Canadian

Personal and Commercial Banking of $112

million, in U.S. Retail of $26 million, and

in Wealth Management and

Insurance of $7 million.

Year-to-date comparison – Q2 2025 vs. Q2 2024

Reported net interest income was $15,991 million,

an increase of $1,038 million, or 7%,

compared with the same period last year, primarily

reflecting volume

growth in Canadian Personal and Commercial

Banking, higher revenue from treasury

and balance sheet activities, and the impact

of U.S. balance sheet

restructuring activities and higher deposit

margins in U.S. Retail. On an adjusted basis,

net interest income was $16,128 million,

an increase of $1,054 million, or

7%.

By segment, the increase in reported net interest

income reflects increases in Canadian

Personal and Commercial Banking of $513

million, in the Corporate

segment of $470 million, in U.S. Retail of

$362 million, and in Wealth Management

and Insurance of $142 million, partially offset

by a decrease in Wholesale

Banking of $449 million.

Non-Interest Income

Quarterly comparison – Q2 2025 vs. Q2 2024

Reported non-interest income for the quarter

was $14,812 million, an increase of $8,458

million compared with the second quarter last

year, primarily reflecting the

net gain from sale of Schwab shares in the

Corporate segment, higher trading-related

revenue, and underwriting fees, including

those associated with the sale of

Schwab shares in Wholesale Banking, and higher

insurance premiums, fee-based revenue,

and transaction revenue in Wealth Management

and Insurance,

partially offset by the impact of balance sheet restructuring

activities in U.S. Retail.

On an adjusted basis, non-interest income

was $6,930 million, an increase of

$576 million, or 9%.

By segment, the increase in reported non-interest

income reflects increases in the Corporate

segment of $8,904 million, increases in

Wholesale Banking of

$333 million, and in Wealth Management and

Insurance of $331 million, partially offset by decreases

in U.S. Retail of $1,051 million, in Canadian

Personal and

Commercial Banking of $59 million.

Quarterly comparison – Q2 2025 vs. Q1 2025

Non-interest income for the quarter increased

$8,629 million compared with the prior quarter,

primarily reflecting the net gain from sale

of Schwab shares in the

Corporate segment, partially offset by the impact

of balance sheet restructuring activities

in U.S. Retail, and lower trading-related

revenue in Wholesale Banking.

On an adjusted basis, non-interest income

decreased $180 million, or 3%.

By segment, the increase in non-interest income

reflects an increase in the Corporate segment

of $8,949 million, partially offset by decreases

in U.S. Retail of

$163 million, in Wealth Management and

Insurance of $88 million, in Canadian Personal

and Commercial Banking of $46 million, and

in Wholesale Banking of

$23 million.

Year-to-date comparison – Q2 2025 vs. Q2 2024

Reported non-interest income was $20,995

million, an increase of $8,415 million, or 67%,

compared with the same period last year, primarily reflecting

the net gain

from sale of Schwab shares in the Corporate

segment, higher insurance premiums, fee-based

revenue commensurate with market growth,

and transaction

revenue in Wealth Management and Insurance, and

higher trading-related revenue, and underwriting

fees, including those associated with the

sale of Schwab

shares in Wholesale Banking, partially offset by

the impact of balance sheet restructuring activities

in U.S. Retail. Adjusted non-interest income

was

$14,040 million, an increase of $1,460 million, or

12%.

By segment, the increase in reported non-interest

income reflects increases in the Corporate

segment of $8,880 million, in Wholesale Banking

of $858 million, in

Wealth Management and Insurance of $710 million, partially

offset by decreases in U.S. Retail of $1,937

million, and in Canadian Personal and Commercial

Banking of $96 million.

Provision for Credit Losses

Quarterly comparison – Q2 2025 vs. Q2 2024

PCL for the quarter was $1,341 million, an increase

of $270 million compared with the

second quarter last year. PCL – impaired was $946 million,

an increase of

$76 million, or 9%, largely reflecting credit

migration in the Wholesale and Canadian

consumer lending portfolios.

PCL – performing was $395 million,

an increase

of $194 million compared to the second quarter

last year. The performing provisions this quarter largely

reflect credit impacts from policy and

trade uncertainty,

including overlays and an update to the

macroeconomic forecasts, partially offset by lower

volume in the U.S. consumer lending portfolio.

Total PCL for the quarter

as an annualized percentage of credit volume

was 0.58%.

By segment, PCL was higher by $155

million in Canadian Personal and Commercial

Banking, by $68 million in Wholesale Banking,

by $62 million in

U.S. Retail, and lower by $15 million in

the Corporate segment.

TD BANK GROUP • SECOND QUARTER 2025 • REPORT TO SHAREHOLDERS

Page 15

Quarterly comparison – Q2 2025 vs. Q1 2025

PCL for the quarter was $1,341 million, an increase

of $129 million compared with the prior

quarter. PCL – impaired was $946 million, a decrease of

$270 million,

or 22%, recorded across the Canadian and

U.S. consumer and commercial lending portfolios,

including seasonal trends in the U.S.

credit card and auto portfolios,

and a prior quarter adoption impact of a

model update in the U.S. credit card portfolio.

PCL – performing was a build of $395

million, compared with a recovery of

$4 million in the prior quarter.

The performing provisions this quarter largely

reflect credit impacts from policy and

trade uncertainty, including overlays and an

update to the macroeconomic forecasts, partially

offset by lower volume in the U.S. consumer

lending portfolio.

Total PCL for the quarter as an annualized

percentage of credit volume was 0.58%.

By segment, PCL was higher by $101

million in Canadian Personal and Commercial

Banking, by $51 million in Wholesale Banking,

and lower by $14 million in

the Corporate segment and $9 million in

U.S. Retail.

While results may vary by quarter, there are

many potential scenarios that may impact

the economic trajectory and credit performance,

some of which could

drive PCL results beyond the Bank’s

previously disclosed estimated PCL

range of 45 to 55 bps for fiscal 2025

7

.

Year-to-date comparison – Q2 2025 vs. Q2 2024

PCL was $2,553 million, an increase

of $481 million compared with the same period

last year. PCL – impaired was

$2,162 million, an increase of $358 million,

largely reflecting credit migration across the

lending portfolios and the adoption impact

of a model update in the U.S. credit

card portfolio.

PCL – performing was

$391 million, an increase of $123 million compared

with the same period last year.

The current year performing provisions largely

reflect credit impacts from policy

and trade uncertainty, including overlays and

an update to the macroeconomic forecasts,

partially offset by lower volume in the U.S.

consumer portfolio, and the

adoption impact of a model update in

the U.S. credit card portfolio.

Total PCL as an annualized

percentage of credit volume was 0.54%.

By segment, PCL was higher in Canadian

Personal and Commercial Banking by $253

million, in Wholesale Banking by $130

million, in U.S. Retail by

$128 million, and lower in the Corporate segment

by $30 million.

TABLE 9: PROVISION FOR CREDIT LOSSES

1

(millions of Canadian dollars)

For the three months ended

For the six months ended

April 30

January 31

April 30

April 30

April 30

2025

2025

2024

2025

2024

Provision for (recovery of) credit losses

– Stage 3 (impaired)

Canadian Personal and Commercial

Banking

$

428

$

459

$

397

$

887

$

761

U.S. Retail

309

529

311

838

688

Wealth Management and Insurance

Wholesale Banking

61

33

(1)

94

4

Corporate

2

148

195

163

343

351

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

946

1,216

870

2,162

1,804

Provision for (recovery of) credit losses

– Stage 1

and Stage 2 (performing)

Canadian Personal and Commercial

Banking

194

62

70

256

129

U.S. Retail

133

(78)

69

55

77

Wealth Management and Insurance

Wholesale Banking

62

39

56

101

61

Corporate

2

6

(27)

6

(21)

1

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

and Stage 2

395

(4)

201

391

268

Total provision for (recovery of) credit losses

$

1,341

$

1,212

$

1,071

$

2,553

$

2,072

1

Includes PCL for off-balance sheet instruments.

2

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

Insurance Service Expenses

Quarterly comparison – Q2 2025 vs. Q2 2024

Insurance service expenses for the quarter

were $1,417 million, an increase of $169

million, or 14%, compared with the second quarter

last year, primarily

reflecting increased claims severity.

Quarterly comparison – Q2 2025 vs. Q1 2025

Insurance service expenses for the quarter

decreased $90 million, or 6%, compared

with the prior quarter, primarily driven by favourable claims experience

related

to seasonality.

Year-to-date comparison – Q2 2025 vs. Q2 2024

Insurance service expenses were $2,924 million,

an increase of $310 million, or 12%,

compared with the same period last year, reflecting business

growth,

increased claims severity and higher occurrences

of catastrophe claims.

Non-Interest Expenses and Efficiency

Ratio

Quarterly comparison – Q2 2025 vs. Q2 2024

Reported non-interest expenses were $8,139

million, decreased $262 million, or 3%,

compared with the second quarter last

year, primarily reflecting the prior year

impact of the charges for the global resolution

of the investigations into the Bank’s U.S. BSA/AML

program in U.S. Retail, and the prior

year impact of a civil matter

provision in Corporate, partially offset by higher

governance and control investments, including

costs for U.S. BSA/AML remediation, higher

spend supporting

business growth initiatives from technology

costs and employee-related expenses, and the

impact of foreign exchange translation.

On an adjusted basis, non-

interest expenses were $7,908 million, an

increase of $824 million, or 12%. The Bank

expects fiscal 2025 adjusted expense growth,

assuming fiscal 2024 levels of

variable compensation, foreign exchange translation,

and U.S. strategic cards portfolio impact,

to be at the upper end of the previously communicated

5% to 7%

range, reflecting investments in governance

and control and investments supporting business

growth, net of expected productivity and

restructuring savings

8

.

7

The Bank’s estimated PCL range is based on forward-looking assumptions that have inherent risks and

uncertainties. Results may vary depending on actual economic or credit conditions

and performance, such as the level of unemployment, interest rates, economic growth or contraction, and borrower

or industry specific credit factors and conditions, inclusive of policy

and trade uncertainty.

The Bank’s PCL estimate is subject to risks and uncertainties including those set out in the

“Risk Factors and Management” section of this document.

8

The Bank’s expectations regarding expense growth are based on the Bank’s assumptions

regarding certain factors, including risk

and control investments, employee-related expenses,

foreign exchange impact, gross-up of the retailer program partners’ share of PCL for the Bank’s U.S. strategic

card portfolio (“SCP Impact”), and productivity and restructuring savings. In

particular in estimating its expense growth expectations, the Bank has assumed that the following three factors on

the Bank’s fiscal 2025 adjusted expenses will be the same as the

Bank’s fiscal 2024 adjusted expenses: (i) variable compensation commensurate with higher revenue,

(ii) foreign exchange translation, and (iii) SCP Impact. For reference, in the second

TD BANK GROUP • SECOND QUARTER 2025 • REPORT TO SHAREHOLDERS

Page 16

By segment, the decrease in reported non-interest

expenses reflect decreases in U.S. Retail

of $356 million, and in the Corporate

segment of $136 million,

partially offset by increases in Wealth Management

and Insurance of $104 million, in Canadian

Personal and Commercial Banking of

$95 million, and in Wholesale

Banking of $31 million.

The Bank’s reported efficiency ratio was 35.5%, compared

to 60.8% in the second quarter last year. The Bank’s adjusted

efficiency ratio, net of ISE was 57.6%,

compared with 56.1%

in the second quarter last year.

Quarterly comparison – Q2 2025 vs. Q1 2025

Reported non-interest expenses increased

$69 million, or 1%, compared with the prior

quarter, primarily reflecting restructuring charges, and higher

governance

and control investments, including costs

for U.S. BSA/AML remediation, partially offset by

lower employee-related expenses including

variable compensation.

Adjusted non-interest expenses decreased

$75 million, or 1%.

By segment, the increase in reported non-interest

expenses reflect an increase in the

Corporate segment of $261 million, partially offset

by decreases in

Wholesale Banking of $74 million, in

Wealth Management and Insurance of $42 million,

in U.S. Retail of $42 million, and in Canadian

Personal and Commercial

Banking of $34 million.

The Bank’s reported efficiency ratio was 35.5%, compared

with 57.4% in the prior quarter. The Bank’s adjusted efficiency ratio, net

of ISE was 57.6%,

compared with 59.0% in the prior quarter.

Year-to-date comparison – Q2 2025 vs. Q2 2024

Reported non-interest expenses of $16,209

million decreased $222 million, or 1%, compared

with the same period last year, primarily reflecting the impact

of the

charges for the global resolution of the investigations

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

FDIC special assessment charge in the

same period last year in

U.S. Retail, and higher restructuring charges

in the same period last year in Corporate,

partially offset by higher governance and control

investments, including

costs for U.S. BSA/AML remediation, the impact

of foreign exchange translation, and higher

spend supporting business growth initiatives

from technology costs

and employee-related expenses. On an adjusted basis,

non-interest expenses were $15,891 million,

an increase of $1,682 million, or 12%.

By segment, the decrease in reported non-interest

expenses reflects decreases in U.S. Retail

of $435 million and in the Corporate

segment of $280 million,

partially offset by increases in Wealth Management and

Insurance of $230 million, in Canadian Personal

and Commercial Banking of $197 million,

and in

Wholesale Banking of $66 million.

The Bank’s reported efficiency ratio was 43.8%, compared

with 59.7% in the same period last year. The Bank’s adjusted efficiency

ratio, net of ISE was 58.3%,

compared with 56.7% in the same period last

year.

Income Taxes

The Bank’s effective income tax rate on a reported

basis was 8.2% for the current quarter, compared with 23.5%

in the second quarter last year and 21.4%

in the

prior quarter. The year-over-year decrease primarily reflects

the tax impact of the sale of Schwab

shares and the non-deductible provision for

the Bank’s AML

program in the prior year. The quarter-over-quarter decrease

primarily reflects the tax impact of

the sale of Schwab shares.

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

for income taxes is calculated by adjusting

the taxes for each item of note using

the statutory income tax rate of the applicable

legal entity. The adjusted effective income tax rate is calculated

as the adjusted provision for income taxes as

a

percentage of adjusted net income before

taxes. The Bank’s adjusted effective income tax rate

was 20.8% for the current quarter, compared with 20.5% in

the

second quarter last year and 22.2% in

the prior quarter. The year-over-year increase primarily reflects

taxes associated with Pillar Two legislation and the impact

of changes in earnings mix, partially offset by

a tax related adjustment in the current quarter. The quarter-over-quarter

decrease primarily reflects the impact

of

changes in earnings mix and a tax related adjustment

in the current quarter.

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

Income Taxes

(millions of Canadian dollars, except

as noted)

For the three months ended

For the six months ended

April 30

January 31

April 30

April 30

April 30

2025

2025

2024

2025

2024

Income taxes at Canadian statutory income

tax rate

$

3,347

27.8

%

$

906

27.8

%

$

861

27.8

%

$

4,253

27.8

%

$

1,780

27.8

%

Increase (decrease) resulting from:

Dividends received

(4)

(3)

(0.1)

(3)

(0.1)

(7)

(11)

(0.2)

Rate differentials on international operations

1

(2,303)

(19.1)

(199)

(6.1)

(124)

(4.0)

(2,502)

(16.4)

(395)

(6.2)

Other

(55)

(0.5)

(6)

(0.2)

(5)

(0.2)

(61)

(0.4)

(11)

(0.2)

Provision for income taxes and effective

income tax rate – reported

$

985

8.2

%

$

698

21.4

%

$

729

23.5

%

$

1,683

11.0

%

$

1,363

21.2

%

Total adjustments for items of note

(56)

264

191

208

429

Provision for income taxes and effective

income tax rate – adjusted

$

929

20.8

%

$

962

22.2

%

$

920

20.5

%

$

1,891

21.5

%

$

1,792

20.5

%

1

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

International Tax Reform – Pillar Two Global Minimum Tax

On December 20, 2021, the Organisation

for Economic Co-operation and Development

(OECD) published Pillar Two model rules as part of its

efforts toward

international tax reform. The Pillar Two model rules provide

for the implementation of a 15% global

minimum tax for large multinational enterprises,

which is to be

applied on a jurisdiction-by-jurisdiction

basis. Pillar Two legislation was enacted in Canada on

June 20, 2024 under Bill C-69, which includes

the

Global Minimum

Tax Act

addressing the Pillar Two model rules. Similar legislation

has passed in other jurisdictions in

which the Bank operates and will result in additional

taxes

being paid in these countries. The rules

were effective and implemented by the Bank on

November 1, 2024. The IASB previously issued

amendments to IAS 12

Income Taxes

for a temporary mandatory exception from

the recognition and disclosure of deferred

taxes related to the implementation of Pillar

Two model rules,

which the Bank has applied. For the three and

six months ended April 30, 2025, the Bank’s effective

tax rate increased by approximately 0.2%

and 0.3%,

respectively, due to Pillar Two taxes (for the three months ended January 31,

2025 – 0.5%).

quarter of 2025, variable compensation, foreign exchange translation, and the SCP impact, in the aggregate, accounted for

approximately one-fourth of the year-over-year 12% increase

in adjusted non-interest expenses. The Bank’s 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 of this document for additional information

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

TD BANK GROUP • SECOND QUARTER 2025 • REPORT TO SHAREHOLDERS

Page 17

ECONOMIC SUMMARY AND OUTLOOK

The global economic outlook has weakened

in the wake of the historically elevated import

tariffs levied by the United States on its trading partners

around the

world. The future path of tariff policy is highly uncertain

and financial market volatility has risen.

At the same time, inflation expectations have

increased as the U.S.

tariffs – and retaliatory measures – are expected

to raise prices and complicate global

supply chains. This puts global central banks

in the challenging position of

gauging whether any resulting inflationary

pressures are one-time or prove persistent.

TD Economics still expects future interest

rate reductions, but uncertainty on

the outlook has increased.

After growing at a healthy 2.8% annualized

pace in calendar 2024, the U.S. economy recorded

a small contraction in the first quarter of

calendar 2025.

Economic growth was held back by a surge in

goods imports, as businesses rushed

to stockpile ahead of tariffs. American households and

businesses rushed to

buy big-ticket items such as cars and equipment

before tariffs either lead to increased prices

or made certain goods more difficult to obtain.

This boosted growth in

the domestic economy to a 3% annualized

pace in the first quarter of calendar 2025.

These trends are likely to reverse in the second

calendar quarter, putting the

U.S. economy on track to record a modest

improvement in economic growth even

as momentum in the domestic economy

slows. TD Economics expects that U.S.

tariffs will be partially rolled back over the second

half of 2025 as trade deals are reached

between the U.S. and many other countries.

As a result of heightened

uncertainty and tariffs, TD Economics has

substantially downgraded its forecast for

U.S. economic growth in calendar 2025,

followed by only a modest recovery

next calendar year.

Based on April 2025 data, the U.S. job market

has remained resilient so far this

year. The unemployment rate has held largely steady at around

4.2%. The U.S.

economy had been on track for a “soft landing”

only a few months ago, where inflation

pressures were expected to gradually

drift lower. The rise in tariffs has

raised uncertainty on whether a soft landing

is still likely, and the Federal Reserve has kept interest rates

unchanged as it assesses the impact of the

tariffs on the

economy.

TD Economics expects that by July 2025,

the U.S. central bank will have sufficient clarity around

the economic outlook to resume monetary

easing, with the

federal funds rate expected to be lowered

to 3.50-3.75% by the end of calendar 2025

– a level still on the restrictive side.

Canada’s economic outlook for 2025 has softened

due to the impact of U.S. tariffs. Canada’s economy had

expanded at a solid pace in calendar

2024, boosted

by strong population gains and lower interest

rates. U.S tariffs on Canada have not been

as severe as initially threatened, however, the effect of elevated

uncertainty about tariff policy has resulted in a deterioration

in business confidence about the future,

which is expected to dampen business investment

and weigh

on Canada’s economy for some time. TD Economics

expects Canada’s economy to slip into a

shallow recession beginning in the second

quarter of calendar 2025,

before likely gaining some modest traction by

year end. This soft backdrop is expected

to lift the unemployment rate from 6.9% in

April to 7.2% by (calendar) year

end. TD Economics also expects population

growth to slow sharply over the next

few years as immigration policy changes

restrict inflows.

The Canadian central bank lowered its overnight

rate further to 2.75% in March 2025, before

pausing to assess the impact of U.S. tariffs on

the economic

outlook. TD Economics expects the Bank of

Canada to continue trimming interest rates, reaching

2.25% by the third quarter of calendar 2025.

Concerns about the

U.S. economic outlook and larger U.S. government

deficits have weakened the U.S. dollar, lifting the

Canadian dollar. TD Economics expects the Canadian dollar

will trade in the 72 to 73 U.S. cent range over

the next few quarters, although that is likely

to be influenced by the path of U.S. trade policy.

HOW OUR BUSINESSES PERFORMED

For management reporting purposes, the Bank’s business

operations and activities are organized around

the following four key business segments:

Canadian

Personal and Commercial Banking, U.S.

Retail, Wealth Management and Insurance, and

Wholesale Banking. The Bank’s other activities

are grouped into the

Corporate segment.

Results of each business segment reflect revenue,

expenses, assets, and liabilities generated

by the businesses in that segment. Where

applicable,

the Bank

measures and evaluates the performance of

each segment based on adjusted results

and ROE, and for those segments,

the Bank indicates that the measure is

adjusted. For further details, refer to the “How

We Performed”

section of this document, the “Business

Focus”

section in the Bank’s 2024 MD&A, and Note

28 of

the Bank’s Annual Consolidated Financial

Statements for the year ended October 31,

2024.

Effective the first quarter of 2025, certain

U.S. governance and control

investments, including costs for U.S. BSA/AML

remediation, previously reported

in the Corporate segment are now reported

in the U.S. Retail segment.

Comparative amounts have been reclassified

to conform with the presentation adopted

in the current period.

PCL related to performing (Stage 1 and Stage

2) and impaired (Stage 3) financial assets, loan

commitments, and financial guarantees is recorded

within the

respective segment.

Net interest income within Wholesale Banking

is calculated on a taxable equivalent basis

(TEB), which means that the value of non-taxable

or tax-exempt

income, including certain dividends, is adjusted

to its equivalent pre-tax value. Using

TEB allows the Bank to measure income from

all securities and loans

consistently and makes for a more meaningful

comparison of net interest income with similar

institutions. The TEB increase to net interest income

and provision for

income taxes reflected in Wholesale Banking

results is reversed in the Corporate segment.

The TEB adjustment for the quarter was $13

million, compared with

$15 million in the prior quarter and $4 million in

the second quarter last year.

On February 12, 2025, the Bank sold its entire

remaining equity investment in Schwab.

Prior to the sale, the Bank accounted

for its investment in Schwab using

the equity method and the share of net income

from investment in Schwab was reported in

the U.S. Retail segment. Amounts for amortization

of acquired

intangibles,

the acquisition and integration charges related

to the Schwab transaction, and the Bank’s share

of restructuring and other charges incurred

by Schwab

are recorded in the Corporate segment.

Refer to “Significant Events”

for further details.

TD BANK GROUP • SECOND QUARTER 2025 • REPORT TO SHAREHOLDERS

Page 18

TABLE 11: CANADIAN PERSONAL AND COMMERCIAL BANKING

(millions of Canadian dollars, except

as noted)

For the three months ended

For the six months ended

April 30

January 31

April 30

April 30

April 30

2025

2025

2024

2025

2024

Net interest income

$

4,023

$

4,135

$

3,812

$

8,158

$

7,645

Non-interest income

968

1,014

1,027

1,982

2,078

Total revenue

4,991

5,149

4,839

10,140

9,723

Provision for (recovery of) credit losses –

impaired

428

459

397

887

761

Provision for (recovery of) credit losses –

performing

194

62

70

256

129

Total provision for (recovery of) credit losses

622

521

467

1,143

890

Non-interest expenses

2,052

2,086

1,957

4,138

3,941

Provision for (recovery of) income taxes

649

711

676

1,360

1,368

Net income

$

1,668

$

1,831

$

1,739

$

3,499

$

3,524

Selected volumes and ratios

Return on common equity

1

28.9

%

31.4

%

32.9

%

30.2

%

33.8

%

Net interest margin (including on securitized

assets)

2

2.82

2.81

2.84

2.82

2.84

Efficiency ratio

41.1

40.5

40.4

40.8

40.5

Number of Canadian retail branches

1,059

1,063

1,062

1,059

1,062

Average number of full-time equivalent staff

27,371

27,422

29,053

27,397

29,163

1

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

2

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

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

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

section and the Glossary of this document for additional information about

these metrics.

Quarterly comparison – Q2 2025 vs. Q2 2024

Canadian Personal and Commercial

Banking net income for the quarter was

$1,668 million, a decrease of $71 million, or

4%, compared with the second quarter

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

partially offset by higher revenue. The annualized

ROE for the quarter was 28.9%, compared

with 32.9%, in the second quarter last year.

Revenue for the quarter was $4,991

million, an increase of $152

million, or 3%, compared with the second quarter

last year. Net interest income was

$4,023 million, an increase of $211 million, or 6%, primarily reflecting

volume growth. Average loan volumes increased

$21 billion, or 4%, reflecting 3% growth in

personal loans and 6% growth in business

loans. Average deposit volumes increased $25

billion, or 5%, reflecting 4% growth in personal

deposits and 8% growth

in business deposits. Net interest margin

was 2.82%, a decrease of 2 bps, primarily

due to changes to balance sheet mix reflecting

the transition of Bankers’

Acceptances (BAs) to Canadian Overnight

Repo Rate Average (CORRA)-based loans. Non-interest

income was $968 million, a decrease

of $59 million, or 6%,

compared with the second quarter last

year, primarily reflecting lower fees due to the transition of

BAs to CORRA-based loans in the prior

year, the impact of

which is offset in net interest income.

PCL for the quarter was $622 million, an increase

of $155 million compared with the second

quarter last year. PCL – impaired was $428

million, an increase of

$31 million, or 8%, largely reflecting credit

migration in the consumer lending portfolios.

PCL – performing was $194 million, an increase

of $124

million compared

to the prior year. The performing provisions this quarter largely

reflect credit impacts from policy and

trade uncertainty, including overlays and an update to our

macroeconomic forecasts. Total PCL as an annualized percentage of credit

volume was 0.44%, an increase of 10 bps

compared with the second quarter last year.

Non-interest expenses for the quarter were $2,052

million, an increase of $95 million, or

5%, compared with the second quarter

last year, primarily reflecting

higher technology spend and other operating

expenses.

The efficiency ratio for the quarter was 41.1%,

compared with 40.4% in the second quarter

last year.

Quarterly comparison – Q2 2025 vs. Q1 2025

Canadian Personal and Commercial

Banking net income for the quarter was

$1,668 million, a decrease of $163

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

primarily reflecting lower revenue and higher

PCL, partially offset by lower non-interest

expenses. The annualized ROE for the quarter

was 28.9%, compared with

31.4% in the prior quarter.

Revenue decreased $158

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

income decreased $112 million, or 3%, reflecting fewer days

in the

second quarter, partially offset by volume growth. Average loan volumes

increased $2 billion,

relatively flat compared with the prior

quarter. Average deposit

volumes increased $1 billion, relatively

flat compared with the prior quarter.

Net interest margin was 2.82%, an increase

of 1 basis point, primarily due to higher

margins on loans. As we look forward to the

third quarter,

while many factors can impact margins,

we again expect net interest margin to be relatively

stable

9

. Non-

interest income decreased $46 million,

or 5% compared with the prior quarter, reflecting lower

fee revenue.

PCL for the quarter was $622 million, an increase

of $101 million compared with the prior

quarter. PCL – impaired was $428

million, a decrease of $31 million,

or 7%, recorded across the consumer and

commercial lending portfolios. PCL – performing

was $194 million, an increase of $132

million. The performing

provisions this quarter largely reflect credit

impacts from policy and trade uncertainty, including overlays

and an update to our macroeconomic forecasts.

Total PCL

as an annualized percentage of credit volume

was 0.44%, an increase of 9 bps compared

with the prior quarter.

Non-interest expenses decreased $34 million,

or 2% compared with the prior quarter, primarily reflecting

fewer days in the second quarter, the impact of TD

Share Compensation Initiative from the prior

quarter,

and lower other operating expenses.

The efficiency ratio was 41.1%, compared with 40.5%

in the prior quarter.

Year-to-date comparison – Q2 2025 vs. Q2 2024

Canadian Personal and Commercial

Banking net income for the six months ended

April 30, 2025, was $3,499 million, a decrease

of $25 million, or 1%, compared

with the same period last year, reflecting higher PCL and non-interest

expenses, partially offset by higher revenue.

The annualized ROE for the period was 30.2%,

compared with 33.8%, in the same period

last year.

Revenue for the period was $10,140 million,

an increase of $417 million, or 4%, compared

with the same period last year. Net interest income was

$8,158 million, an increase of $513 million, or

7%, compared with the same period last

year, primarily reflecting volume growth. Average loan volumes increased

$23 billion, or 4%, reflecting 4% growth in

personal loans and 6% growth in business

loans. Average deposit volumes increased $25 billion,

or 5%, reflecting 4%

growth in personal deposits and 8% growth in

business deposits. Net interest margin

was 2.82%, a decrease of 2 bps, primarily due

to changes to balance sheet

mix reflecting the transition of BAs to CORRA-based

loans. Non-interest income was $1,982

million, a decrease of $96

million, or 5%, reflecting lower fees due

to

the transition of BAs to CORRA-based loans in

the prior year, the impact of which is offset in net interest income,

partially offset by higher fee revenue.

9

The Bank’s Q3 2025 net interest margin expectations for the segment are based on the Bank’s assumptions regarding factors such as Bank of Canada rate actions, competitive market dynamics, and

deposit reinvestment rates and maturity profiles, and are subject to inherent risks and uncertainties, including those set out in the “Risk Factors That May Affect Future Results” section of the Bank’s

2024 MD&A and the second quarter 2025 MD&A.

TD BANK GROUP • SECOND QUARTER 2025 • REPORT TO SHAREHOLDERS

Page 19

PCL was $1,143 million, an increase of $253

million compared with the same period last

year. PCL – impaired was $887 million, an increase of $126

million, or

17%, largely reflecting credit migration in

the consumer lending portfolios. PCL – performing

was $256 million, an increase of $127 million

compared with the same

period last year. The current year performing provisions largely

reflect credit impacts from policy and

trade uncertainty, including overlays and an update to our

macroeconomic forecasts, and volume growth.

Total PCL as an annualized percentage of credit volume was 0.39%, an

increase of 7 bps compared with the same

period last year.

Non-interest expenses were $4,138 million,

an increase of $197

million, or 5%, compared with the same period

last year, reflecting higher technology spend

and other operating expenses.

The efficiency ratio was 40.8%, compared with 40.5%,

for the same period last year.

U.S. Retail

Update on U.S. Balance Sheet Restructuring

Activities

The Bank continued to focus on executing

the balance sheet restructuring activities

disclosed in the 2024 MD&A to help ensure

the Bank can continue to support

customers’ financial needs in the U.S. while

not exceeding the limitation on the

combined total assets of TD Bank, N.A. and

TD Bank USA, N.A. (the “U.S. Bank”).

As previously disclosed, the Bank expects

to reposition its U.S. investment portfolio by

selling up to US$50 billion of lower yielding investment

securities and

reinvesting the proceeds into a similar composition

of assets but yielding higher rates.

During the second quarter of fiscal 2025, the

Bank sold approximately

US$3.1 billion of bonds which resulted in a

loss of US$199 million pre-tax. In the

aggregate, since the announcement of

the U.S. balance sheet restructuring

activities on October 10, 2024, through April

30, 2025, the Bank sold approximately

US$19 billion of bonds from its U.S. investment

portfolio for an aggregate loss

of US$1.1 billion pre-tax. Between May

1, 2025, through May 21, 2025, the Bank

sold an additional US$4.3 billion of bonds,

resulting in a loss of US$178 million

pre-tax. The Bank expects to complete its

investment portfolio repositioning no later

than the first half of calendar 2025 and expects

the net interest income benefit

from these sales to be at the upper end of

the previously disclosed range of US$300

million to US$500 million pre-tax in fiscal

2025

10

.

In addition, the Bank continues to target reducing

the U.S. Bank’s assets by approximately 10%

from the asset level as of September 30, 2024,

largely by selling

or winding down certain non-scalable or non-core

U.S. loan portfolios that do not align

with the U.S. Retail segment’s focused strategy

or have lower returns on

investment such as the correspondent lending,

residential jumbo mortgage, export

and import lending, and commercial

auto dealer portfolios. This reduction in

assets combined with natural balance sheet

run-off, is expected to be largely complete by

the end of fiscal 2025 and reduce net interest

income in the U.S. Retail

segment by approximately US$200 million

to US$225 million pre-tax in fiscal 2025

11

.

This quarter, the Bank completed the sale of US$8.6 billion

of certain U.S. residential mortgage loans (the

“correspondent loans”), which resulted

in the recognition

of a pre-tax loss including transaction

costs of US$564 million; net interest income

was US$25 million lower as a result of the related

hedge rebalance before

close. In addition to the correspondent loan

sale, loans were further reduced by US$2

billion, reflecting run-off and sales in the

non-core U.S. loan portfolios. The

Bank used proceeds from the sale of the loans,

investment maturities, and cash on hand,

to pay down US$4 billion of short-term

borrowings. Accordingly, as of

April 30, 2025, the combined total assets of the

U.S. Bank were US$399 billion. Between

May 1, 2025, through May 21, 2025, the Bank

paid down an additional

US$7 billion of bank borrowings from loan

sales, investment maturities and normalized

cash levels.

As of March 31, 2025, the combined total assets

of the U.S. Bank, as measured in accordance

with the OCC Consent Order which utilizes

the average of spot

balances of December 31, 2024, and

March 31, 2025, was US$405 billion.

In the aggregate, total losses associated

with the Bank’s U.S. balance sheet restructuring

activities from October 10, 2024,

through April 30, 2025, are

US$1,666 million pre-tax and US$1,250

million after-tax. In total, the Bank’s collective

balance sheet restructuring actions are

expected to result in a loss up to

US$1.5 billion after-tax, and impact capital

as executed

10

,11

.

In addition to the asset reductions identified on

October 10, 2024, the Bank made the strategic

decision to gradually wind-down the approximately

US$3 billion

point of sale financing business which

services third-party retailers, as part of

the Bank’s efforts to reduce non-scalable and niche portfolios

that do not fit the

Bank’s focused strategy.

10

The amount of bonds that the Bank sells and the timing of such sales, are subject to market conditions and other

factors. Accordingly, the expected loss incurred as well as the expected

amount of net interest income benefit, are subject to risk and uncertainties and are based on assumptions regarding

the timing of when such bonds are sold, the interest rates at the time

of sale as well as other market factors and conditions which are not entirely within the Bank’s control.

11

The Bank’s estimates regarding net interest income impacts are based on assumptions regarding the timing of

when such assets are sold or wound down. The Bank’s ability to

successfully dispose of the assets is subject to inherent risks and uncertainty and there is no guarantee that the

Bank will be able to sell the assets in the timeline outlined or achieve the

purchase price which it currently expects. The ability to sell the assets will depend on market factors and conditions and any

sale will likely be subject to customary closing terms and

conditions which could involve regulatory approvals which are not entirely within the Bank’s control.

TD BANK GROUP • SECOND QUARTER 2025 • REPORT TO SHAREHOLDERS

Page 20

TABLE 12: U.S. RETAIL

(millions of dollars, except as noted)

For the three months ended

For the six months ended

April 30

January 31

April 30

April 30

April 30

Canadian Dollars

2025

2025

2024

2025

2024

Net interest income – reported

$

3,038

$

3,064

$

2,841

$

6,102

$

5,740

Net interest income – adjusted

1,2

3,074

3,064

2,841

6,138

5,740

Non-interest income (loss) – reported

(445)

(282)

606

(727)

1,210

Non-interest income – adjusted

1,3

648

645

606

1,293

1,210

Total revenue – reported

2,593

2,782

3,447

5,375

6,950

Total revenue – adjusted

1,2,3

3,722

3,709

3,447

7,431

6,950

Provision for (recovery of) credit losses –

impaired

309

529

311

838

688

Provision for (recovery of) credit losses –

performing

133

(78)

69

55

77

Total provision for (recovery of) credit losses

442

451

380

893

765

Non-interest expenses – reported

2,338

2,380

2,694

4,718

5,153

Non-interest expenses – adjusted

1,4

2,338

2,380

1,976

4,718

4,024

Provision for (recovery of) income taxes – reported

(229)

(192)

49

(421)

32

Provision for (recovery of) income taxes – adjusted

1

53

39

75

92

159

U.S. Retail Bank net income – reported

42

143

324

185

1,000

U.S. Retail Bank net income – adjusted

1

889

839

1,016

1,728

2,002

Share of net income from investment in

Schwab

5,6

78

199

183

277

377

Net income – reported

$

120

$

342

$

507

$

462

$

1,377

Net income – adjusted

1

967

1,038

1,199

2,005

2,379

U.S. Dollars

Net interest income – reported

$

2,136

$

2,160

$

2,094

$

4,296

$

4,235

Net interest income – adjusted

1,2

2,161

2,160

2,094

4,321

4,235

Non-interest income (loss) – reported

(306)

(198)

446

(504)

892

Non-interest income – adjusted

1,3

457

454

446

911

892

Total revenue – reported

1,830

1,962

2,540

3,792

5,127

Total revenue – adjusted

1,2,3

2,618

2,614

2,540

5,232

5,127

Provision for (recovery of) credit losses –

impaired

216

371

229

587

508

Provision for (recovery of) credit losses –

performing

95

(53)

51

42

57

Total provision for (recovery of) credit losses

311

318

280

629

565

Non-interest expenses – reported

1,644

1,675

1,980

3,319

3,795

Non-interest expenses – adjusted

1,4

1,644

1,675

1,455

3,319

2,970

Provision for (recovery of) income taxes – reported

(160)

(136)

37

(296)

25

Provision for (recovery of) income taxes – adjusted

1

37

27

56

64

118

U.S. Retail Bank net income – reported

35

105

243

140

742

U.S. Retail Bank net income – adjusted

1

626

594

749

1,220

1,474

Share of net income from investment in

Schwab

5,6

54

142

136

196

280

Net income – reported

$

89

$

247

$

379

$

336

$

1,022

Net income – adjusted

1

680

736

885

1,416

1,754

Selected volumes and ratios

Return on common equity – reported

7

1.1

%

2.9

%

4.7

%

2.1

%

6.4

%

Return on common equity – adjusted

1,7

8.8

8.6

11.0

8.7

11.0

Net interest margin – reported

1,8

3.00

2.86

2.99

2.93

3.01

Net interest margin – adjusted

1,8

3.04

2.86

2.99

2.95

3.01

Efficiency ratio – reported

89.8

85.4

78.0

87.5

74.0

Efficiency ratio – adjusted

1

62.8

64.1

57.3

63.4

57.9

Assets under administration (billions of U.S.

dollars)

9

$

45

$

43

$

40

$

45

$

40

Assets under management (billions of U.S.

dollars)

9

9

9

7

9

7

Number of U.S. retail stores

1,137

1,134

1,167

1,137

1,167

Average number of full-time equivalent staff

28,604

28,276

27,957

28,437

27,971

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 net interest income excludes the following item of note:

i.

U.S. balance sheet restructuring (impact of loan hedge rebalancing before the close of the correspondent loan

sale) – Q2 2025: $36 million or US$25 million ($26 million or

US$19 million after-tax), 2025 YTD: $36 million or US$25 million ($26 million or US$19 million after-tax).

3

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

i.

U.S. balance sheet restructuring – Q2 2025: $1,093 million or US$763 million ($821 million or US$572 million after

-tax), Q1 2025:

$927 million or US$652 million ($696 million or

US$489 million after-tax), 2025 YTD: $2,020

million or US$1,415 million ($1,517 million or US$1,061 million after-tax).

4

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

i.

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

-tax), 2024 YTD: $514 million or US$375 million ($387 million or

US$282 million after-tax); and

ii.

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

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

2024 YTD:

$615 million or US$450 million (before and after-tax).

5

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

Note 7 of the Bank’s second quarter 2025

Interim Consolidated Financial Statements for further details.

6

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.

7

Capital allocated to the business segment was 11.5% CET1

Capital.

8

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. For investment securities, the adjustment to fair value is included in the

calculation of average interest-earning assets. Net interest income and

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

Management believes this calculation better reflects segment performance.

9

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

Quarterly comparison – Q2 2025 vs. Q2 2024

U.S. Retail reported net income for the quarter

was $120 million (US$89 million), a decrease

of $387 million (US$290 million), or 76%

(77% in U.S. dollars),

compared with the second quarter last

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

was $967 million (US$680 million), a decrease

of $232

million

(US$205 million), or 19% (23%

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

annualized ROE for the quarter were 1.1%

and 8.8%, respectively, compared with 4.7%

and 11.0%, respectively, in the second quarter last year.

TD BANK GROUP • SECOND QUARTER 2025 • REPORT TO SHAREHOLDERS

Page 21

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 $78 million (US$54

million), a decrease of $105 million (US$82

million), or 57% (60% in U.S. dollars),

compared with the second

quarter last year.

U.S. Retail Bank reported net income

was $42 million (US$35 million), a decrease

of $282

million (US$208 million), or 87% (86% in

U.S. dollars), compared

with the second quarter last year, primarily reflecting the impact

of U.S. balance sheet restructuring

activities, higher governance and control investments,

including

costs for U.S. BSA/AML remediation,

and higher PCL, partially offset by the impact of

the charges for the global resolution of the investigations

into the Bank’s

U.S. BSA/AML program, and FDIC special

assessment charge, in the second quarter

last year. U.S. Retail Bank adjusted net income was $889

million

(US$626 million), a decrease of $127

million (US$123 million), or 13% (16% in

U.S. dollars), compared with the second quarter

last year, reflecting higher

governance and control investments, including

costs for U.S. BSA/AML remediation, and

higher PCL, partially offset by higher revenue.

Reported revenue for the quarter was US$1,830

million, a decrease of US$710 million, or 28%,

compared with the second quarter last

year. On an adjusted

basis, revenue for the quarter was US$2,618

million, an increase of US$78 million, or 3%.

Reported net interest income of US$2,136

million, increased

US$42 million, or 2%, and adjusted net interest

income of US$2,161 million, increased US$67

million, or 3%, driven by the impact of U.S. balance

sheet

restructuring activities and higher deposit

margins, partially offset by the adjustment related

to certain deferred product acquisition

costs (the “deferred cost

adjustment”). Reported net interest

margin of 3.00% increased 1 basis point,

and adjusted net interest margin of 3.04%

increased 5 bps, due to the impact of U.S.

balance sheet restructuring activities and higher

deposit margins, partially offset by maintaining

elevated liquidity levels (which negatively impacted

net interest

margin by 8 bps) and the deferred cost adjustment.

Reported non-interest loss was US$306

million, a decrease of US$752 million,

compared with the second

quarter last year, reflecting the impact of U.S. balance sheet

restructuring activities, partially offset by higher

fee income. On an adjusted basis, non-interest

income of US$457 million increased US$11 million, or 2%, compared

with the second quarter last year, reflecting higher fee income.

Average loan volumes decreased US$6 billion,

or 3%, compared with the second quarter

last year. Personal loans decreased 2% and business

loans

decreased 4%, reflecting U.S. balance sheet

restructuring activities. Excluding the impact

of the loan portfolios identified for sale

or run-off under our U.S. balance

sheet restructuring program, average loan

volumes increased US$3 billion, or 2%

12,13

. Average deposit volumes decreased US$7 billion, or

2%, reflecting a 7%

decrease in sweep deposits and a 4% decrease

in business deposits, partially offset by a 3% increase

in personal deposits.

Assets under administration (AUA) were

US$45 billion as of April 30, 2025, an increase

of US$5 billion, or 13%, compared

with the second quarter last year,

reflecting net asset growth. Assets under

management (AUM) were US$9 billion as

of April 30, 2025, an increase of US$2 billion,

or 29%, compared with the

second quarter last year.

PCL for the quarter was US$311 million, an increase of US$31

million compared with the second quarter

last year. PCL – impaired was US$216 million, a

decrease of US$13 million, or 6%, largely recorded

in the consumer lending portfolios. PCL

– performing was US$95 million, an increase

of US$44 million

compared to the prior year. The performing provisions this quarter

largely reflect credit impacts from policy

and trade uncertainty, including overlays and an update

to our macroeconomic forecasts, partially

offset by lower volume. U.S. Retail PCL including

only the Bank’s share of PCL in the U.S. strategic

cards portfolio, as an

annualized percentage of credit volume

was 0.70%, an increase of 10 bps compared

with the second quarter last year.

Effective the first quarter of 2025, U.S. Retail segment

non-interest expenses include certain U.S.

governance and control investments, including

costs for U.S.

BSA/AML remediation which were previously

reported in the Corporate segment.

Comparative amounts have been reclassified

to conform with the presentation

adopted in the current period.

Reported non-interest expenses for the quarter

were US$1,644 million, a decrease of US$336

million, or 17%, compared to the

second quarter last year, reflecting the impact of charges for

the global resolution of the investigations

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

the FDIC

special assessment charge, in the second

quarter last year, partially offset by higher governance and control

investments including costs of US$110 million for

U.S. BSA/AML remediation,

and higher employee-related expenses, in

the current quarter. Our governance and control investments

in this quarter were higher

compared to the second quarter last year as

remediation efforts progressed over this period.

On an adjusted basis, non-interest expenses

increased US$189

million, or 13%, reflecting higher governance

and control investments, including

costs for U.S. BSA/AML remediation, and

higher employee-related expenses.

The reported and adjusted efficiency ratios for

the quarter were 89.8% and 62.8%, respectively, compared with 78.0%

and 57.3%, respectively, in the second

quarter last year.

Quarterly comparison – Q2 2025 vs. Q1 2025

U.S. Retail reported net income was $120

million (US$89 million), a decrease of $222

million (US$158 million), or 65% (64% in

U.S. dollars), compared with the

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

quarter was $967 million (US$680 million),

a decrease of $71 million (US$56 million),

or 7% (8% in U.S.

dollars). The reported and adjusted annualized

ROE for the quarter were 1.1% and 8.8%,

respectively, compared with 2.9% and 8.6%, respectively, in the prior

quarter.

The contribution from Schwab of $78

million (US$54 million) decreased $121 million

(US$88 million), or 61% (62% in U.S.

dollars), compared with the prior

quarter.

U.S. Retail Bank reported net income

was $42 million (US$35 million), a decrease

of $101

million (US$70 million), or 71% (67% in U.S.

dollars) compared with

the prior quarter, primarily reflecting the impact of U.S. balance

sheet restructuring activities and higher PCL,

partially offset by the impact of fewer days in

the

current quarter. U.S. Retail Bank adjusted net income was $889

million (US$626 million), an increase of $50

million (US$32 million), or 6% (5% in U.S.

dollars),

compared to the prior quarter, primarily reflecting lower expenses,

lower PCL, and higher non-interest income.

Reported revenue was US$1,830 million,

a decrease of US$132

million, or 7%, compared with the prior quarter. On an adjusted

basis, revenue was

US$2,618 million, an increase of US$4

million, relatively flat, compared with the

prior quarter. Reported net interest income of US$2,136

million decreased

US$24 million, or 1%, driven by the deferred

cost adjustment,

and fewer days in the quarter, partially offset by the impact of

U.S. balance sheet restructuring

activities. On an adjusted basis, net interest

income was US$2,161 million, relatively flat

compared with the prior quarter, as the impact of U.S. balance

sheet

restructuring activities was offset by the deferred

cost adjustment,

and fewer days in the quarter.

Reported net interest margin of 3.00% increased

14 bps, and

adjusted net interest margin of 3.04% increased

18 bps, compared with the prior quarter, due to impact of

U.S. balance sheet restructuring activities,

normalization

of elevated liquidity levels (which positively impacted

net interest margin by 11 bps), and higher deposit margins, partially

offset by the deferred cost adjustment.

Net interest margin in the third quarter is expected

to deliver substantial expansion, reflecting

the benefits from ongoing U.S. balance

sheet restructuring activities

and further normalization of elevated liquidity

levels

14

. Reported non-interest loss was US$306

million, compared with reported non-interest

loss of US$198 million

12

Loan portfolios identified for sale or run-off include the point of sale finance business which services third

party retailers,

correspondent lending, residential jumbo mortgage, export and

import lending, commercial auto dealer portfolio, and other non-core portfolios. Q2 2025 average loan volumes:

US$187 billion (Q1 2025: US$193

billion; 2025 YTD: US$190 billion;

Q2 2024: US$193

billion; 2024 YTD: US$192 billion). Q2 2025 average loan volumes of loan portfolios identified for sale or

run-off: US$31 billion (Q1 2025: US$37 billion; 2025 YTD:

US$34 billion; Q2 2024: US$40 billion; 2024 YTD: US$40 billion). Q2 2025 average loan volumes excluding loan

portfolios identified for sale or run-off: US$156 billion (Q1 2025:

US$156 billion; 2025 YTD: US$156 billion; Q2 2024: US$153

billion; 2024 YTD: US$152

billion).

13

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.

14

The Bank’s Q3 2025 net interest margin expectations for the segment are based on the Bank’s assumptions regarding

interest rates, deposit reinvestment rates, average asset levels,

execution of planned restructuring opportunities, and other variables, and are subject to inherent risks and uncertainties,

including those set out in the “Risk Factors That May Affect

Future Results” section of this document.

TD BANK GROUP • SECOND QUARTER 2025 • REPORT TO SHAREHOLDERS

Page 22

in the prior quarter, reflecting the impact of U.S. balance

sheet restructuring activities, partially offset by

higher fee revenue. On an adjusted basis,

non-interest

income of US$457 million increased US$3

million, or 1%, compared with the prior

quarter, reflecting higher fee revenue.

Average loan volumes decreased US$6 billion,

or 3%, compared with the prior quarter, reflecting a 5% decrease

in personal loans and a 2% decrease in

business loans. Excluding the impact of the

loan portfolios identified for sale or run-off under

our U.S. balance sheet restructuring program,

average loan volumes

were flat

12

,13

. Average deposit volumes were relatively flat

compared with the prior quarter, reflecting a 2% decrease

in business deposits and a 1% decrease

in

sweep deposits,

partially offset by a 1% increase in personal

deposits.

AUA were US$45 billion as of April 30,

2025, an increase of US$2 billion, or 5%,

compared with the prior quarter. AUM were US$9 billion, flat

compared with

the prior quarter.

PCL for the quarter was US$311 million, a decrease of US$7

million compared with the prior quarter. PCL – impaired was

US$216 million, a decrease of

US$155 million, or 42%, recorded across

the consumer and commercial lending portfolios,

including seasonal trends in the credit card and

auto portfolios, and a

prior quarter adoption impact of a model

update in the credit card portfolio. PCL –

performing was a build of US$95

million, compared with a recovery of

US$53 million in the prior quarter. The performing provisions

this quarter largely reflect credit impacts

from policy and trade uncertainty, including overlays and an

update to our macroeconomic forecasts,

partially offset by lower volume. U.S. Retail PCL

including only the Bank’s share of PCL in

the U.S. strategic cards

portfolio, as an annualized percentage of

credit volume was 0.70%, an increase

of 3 bps compared with the prior quarter.

Non-interest expenses for the quarter were

US$1,644 million, a decrease of US$31 million,

or 2%, compared with the prior quarter, reflecting fewer days

in the

quarter and lower operating expenses, partially

offset by higher governance and control investments,

including costs for U.S. BSA/AML remediation.

The reported and adjusted efficiency ratios for

the quarter were 89.8% and 62.8%, respectively, compared with 85.4%

and 64.1%, respectively, in the prior

quarter.

Year-to-date comparison – Q2 2025 vs. Q2 2024

U.S. Retail reported net income for the

six months ended April 30, 2025, was $462

million (US$336 million), a decrease of $915

million (US$686 million), or 66%

(67% in U.S. dollars), compared with the

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

for the period was $2,005 million (US$1,416

million), a decrease

of $374 million (US$338 million), or 16%

(19% in U.S. dollars). The reported and

adjusted annualized ROE for the period

were 2.1% and 8.7%, respectively,

compared with 6.4% and 11.0%, respectively, in the same period last year.

The contribution from Schwab of $277

million (US$196 million), decreased $100 million

(US$84 million), or 27%

(30%

in U.S. dollars).

U.S. Retail Bank reported net income

for the period was $185 million (US$140

million), a decrease of $815 million (US$602

million), or 82% (81% in U.S.

dollars), compared with the same period

last year, reflecting the impact of U.S. balance sheet restructuring

activities, higher PCL, and higher non-interest

expenses, partially offset by the impact of the charges

for the global resolution of the investigations

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

FDIC special

assessment charge, in the same period last

year, and higher revenue. U.S. Retail Bank adjusted net

income was $1,728 million (US$1,220 million),

a decrease of

$274 million (US$254 million), or 14% (17%

in U.S. dollars), primarily reflecting higher

non-interest expenses and higher PCL, partially

offset by higher revenue.

Reported revenue for the period was US$3,792

million, a decrease of US$1,335 million, or

26%, compared with the same period last

year. On an adjusted basis,

revenue for the period was US$5,232 million,

an increase of US$105 million, or 2%,

compared with the same period last year. Reported net interest

income of

US$4,296 million increased US$61 million, or

1%, and adjusted net interest income

of US$4,321 million increased US$86

million, or 2%, reflecting the impact of

U.S. balance sheet restructuring activities and

higher deposit margins, partially offset by

the deferred cost adjustment.

Reported net interest margin of 2.93%,

decreased 8 bps, and adjusted net interest

margin of 2.95% decreased 6 bps, due to

maintaining elevated liquidity levels (which

negatively impacted net interest

margin by 13 bps) and the deferred cost adjustment,

partially offset by the impact of U.S. balance

sheet restructuring activities, and higher deposit

margins.

Reported non-interest loss of US$504

million decreased US$1,396 million, primarily reflecting

the impact of U.S. balance sheet restructuring

activities, partially

offset by higher fee revenue. On an adjusted

basis, non-interest income of US$911 million increased US$19

million, or 2%, primarily reflecting higher

fee income.

Average loan volumes for the period decreased $2

billion, or 1%, compared with the same

period last year, reflecting a 3% decrease in business loans,

partially

offset by a 1% increase in personal loans. Excluding

the impact of the loan portfolios identified

for sale or run-off under our U.S. balance

sheet restructuring

program, average loan volumes for the period

increased US$4 billion, or 3%, compared

with the same period last year

12

,13

. Average deposit volumes decreased

US$8 billion, or 3%, reflecting a 9% decrease

in sweep deposits and a 4% decrease in

business deposits,

partially offset by a 3% increase in personal deposits

compared with the same period last year.

PCL was US$629 million, an increase of

US$64 million compared with the same period

last year. PCL – impaired was US$587 million, an increase of

US$79 million, or 16%, largely reflecting

credit migration in the commercial lending portfolio

and the adoption impact of a model update in

the credit card portfolio.

PCL – performing was US$42 million,

a decrease of US$15 million compared

with the same period last year. The current year performing provisions

largely reflect

credit impacts from policy and trade uncertainty, including overlays

and an update to our macroeconomic forecasts,

partially offset by lower volume and the

adoption impact of a model update in

the credit card 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 0.68%, an increase of 8 bps, compared

with the same period last year.

Reported non-interest expenses for the period

were US$3,319 million, a decrease of

US$476 million, or 13%, compared with the

same period last year,

reflecting the impact of the charges for the global

resolution of the investigations into the Bank’s

U.S. BSA/AML program, and FDIC special

assessment charge, in

the same period last year, partially offset by higher governance

and control investments,

including costs for U.S. BSA/AML remediation,

and higher employee-

related expenses. On an adjusted basis, non-interest

expenses increased US$349 million, or 12%,

reflecting costs related to the Bank’s governance

and control

investments,

including costs for U.S. BSA/AML remediation,

and higher employee-related expenses.

The reported and adjusted efficiency ratios for

the period were 87.5% and 63.4%, respectively, compared

with 74.0% and 57.9%, respectively, for the same

period last year.

THE CHARLES SCHWAB CORPORATION

Refer to Note 7, Investment in Associates

and Joint Ventures of the Bank’s second quarter 2025

Interim Consolidated Financial Statements

for further information

on Schwab.

TD BANK GROUP • SECOND QUARTER 2025 • REPORT TO SHAREHOLDERS

Page 23

TABLE 13: WEALTH MANAGEMENT AND INSURANCE

(millions of Canadian dollars, except

as noted)

For the three months ended

For the six months ended

April 30

January 31

April 30

April 30

April 30

2025

2025

2024

2025

2024

Net interest income

$

362

$

369

$

304

$

731

$

589

Non-interest income

3,141

3,229

2,810

6,370

5,660

Total revenue

3,503

3,598

3,114

7,101

6,249

Insurance service expenses

1

1,417

1,507

1,248

2,924

2,614

Non-interest expenses

1,131

1,173

1,027

2,304

2,074

Provision for (recovery of) income taxes

248

238

218

486

385

Net income

$

707

$

680

$

621

$

1,387

$

1,176

Selected volumes and ratios

Return on common equity

46.8

%

42.7

%

40.8

%

44.7

%

39.2

%

Return on common equity – Wealth Management

2

57.8

61.9

54.4

59.9

49.4

Return on common equity – Insurance

33.5

21.9

26.9

27.3

28.0

Efficiency ratio

32.3

32.6

33.0

32.4

33.2

Efficiency ratio, net of ISE

3

54.2

56.1

55.0

55.2

57.1

Assets under administration (billions of Canadian

dollars)

4

$

654

$

687

$

596

$

654

$

596

Assets under management (billions of Canadian

dollars)

542

556

489

542

489

Average number of full-time equivalent staff

15,077

15,059

15,163

15,068

15,276

1

Includes estimated losses related to catastrophe claims – Q2 2025: $50 million, Q1 2025: nil, Q2 2024: $7 million

,

YTD 2025: $50 million, YTD 2024: $17 million.

2

Capital allocated to the business was 11.5% CET1 Capital.

3

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

Total revenue, net of ISE

– Q2 2025: $2,086

million, Q1 2025: $2,091 million,

Q2 2024: $1,866 million, YTD 2025: $4,177 million, YTD 2024: $3,635 million. Total

revenue, net of ISE is a non-GAAP financial measure. Refer to “Non-GAAP and Other Financial

Measures” in the “How We Performed” section and the Glossary of this document for additional information about

this metric.

4

Includes

AUA administered by TD Investment Services Inc. which is part of the Canadian Personal and Commercial

Banking segment.

Quarterly comparison – Q2 2025 vs. Q2 2024

Wealth Management and Insurance net income

for the quarter was $707 million, an increase

of $86 million, or 14%, compared with the second

quarter last year,

reflecting Wealth Management net income of

$480 million, an increase of $62 million,

or 15%, compared with the second quarter

last year, and Insurance net

income of $227 million, an increase of $24

million, or 12%, compared with the second

quarter last year. The annualized ROE for the quarter was 46.8%,

compared

with 40.8% in the second quarter last year. Wealth Management

annualized ROE for the quarter was 57.8%,

compared with 54.4% in the second quarter last

year,

and Insurance annualized ROE for the quarter

was 33.5% compared with 26.9% in the

second quarter last year.

Revenue for the quarter was $3,503 million, an

increase of $389 million, or 12%,

compared with the second quarter last year. Non-interest income

was

$3,141 million, an increase of $331 million, or

12%, reflecting higher insurance

premiums, fee-based revenue, and transaction

revenue. Net interest income was

$362 million, an increase of $58 million, or 19%,

compared with the second quarter last

year, reflecting higher deposit volumes and margins.

AUA were $654 billion as at April 30, 2025, an

increase of $58 billion, or 10%, and

AUM were $542 billion as at April 30, 2025, an

increase of $53 billion, or 11%,

compared with the second quarter last

year, both reflecting market appreciation and net asset growth.

Insurance service expenses for the quarter

were $1,417 million, an increase of $169

million, or 14%, compared with the second quarter

last year, primarily

reflecting increased claims severity.

Non-interest expenses for the quarter were $1,131

million, an increase of $104 million, or

10%, compared with the second quarter last

year, reflecting higher

variable compensation, higher spend supporting

business growth initiatives from technology

spend and employee-related expenses.

The efficiency ratio for the quarter was 32.3%,

compared with 33.0% in the second quarter

last year. The efficiency ratio, net of ISE for the quarter was 54.2%,

compared with 55.0% in the second quarter

last year.

Quarterly comparison – Q2 2025 vs. Q1 2025

Wealth Management and Insurance net income

for the quarter was $707 million, an increase

of $27 million, or 4%, compared with the prior

quarter, reflecting

Wealth Management net income of $480 million,

a decrease of $32 million, or 6%, compared

with the prior quarter, and Insurance net income of $227

million, an

increase of $59 million, or 35%, compared

with the prior quarter. The annualized ROE for the quarter

was 46.8%, compared with 42.7% in the prior quarter. Wealth

Management annualized ROE for the quarter

was 57.8%, compared with 61.9% in

the prior quarter, and Insurance annualized ROE for the quarter

was 33.5%

compared with 21.9% in the prior quarter.

Revenue decreased $95 million, or 3%, compared

with the prior quarter. Non-interest income decreased $88

million, or 3%, reflecting lower fee-based revenue

and transaction revenue. Net interest income

decreased $7 million, or 2%, reflecting

the effect of fewer days in the second quarter.

AUA decreased $33 billion, or 5%, and AUM

decreased $14 billion, or 3%, compared

with the prior quarter, both reflecting market depreciation and lower

net asset

growth.

Insurance service expenses for the quarter

decreased $90 million, or 6%, compared

with the prior quarter, primarily driven by seasonally lower claims.

Non-interest expenses decreased $42 million,

or 4%, compared with the prior quarter, primarily reflecting

lower employee-related expenses

and lower variable

compensation.

The efficiency ratio for the quarter was 32.3%,

compared with 32.6% in the prior quarter. The efficiency ratio,

net of ISE for the quarter was 54.2%, compared

with 56.1% in the prior quarter.

Year-to-date comparison – Q2 2025 vs. Q2 2024

Wealth Management and Insurance net income

for the six months ended April 30, 2025, was

$1,387 million, an increase of $211 million, or 18%, compared with

the same period last year, reflecting Wealth Management net income

of $992 million, an increase of $219

million, or 28%, compared with the same period

last

year, and Insurance net income of $395 million, a decrease

of $8 million, or 2%, compared with the

same period last year. The annualized ROE for the period was

44.7%, compared with 39.2%, in the same

period last year. Wealth Management annualized ROE for the period

was 59.9%, compared with 49.4% in the same

period last year, and Insurance annualized ROE for the period

was 27.3% compared with 28.0% in the

same period last year.

Revenue for the period was $7,101 million,

an increase of $852 million, or 14%,

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

$710 million, or 13%, reflecting higher insurance

premiums, fee-based revenue commensurate

with market growth, and transaction revenue.

Net interest income

increased $142 million, or 24%, reflecting

higher deposit volumes and margins.

Insurance service expenses were $2,924

million, an increase of $310 million, or 12%,

compared with the same period last year, reflecting business

growth,

increased claims severity and higher occurrences

of catastrophe claims.

TD BANK GROUP • SECOND QUARTER 2025 • REPORT TO SHAREHOLDERS

Page 24

Non-interest expenses were $2,304 million,

an increase of $230 million, or 11%, compared with the

same period last year, reflecting higher variable

compensation commensurate with higher

revenues, and increased technology

spend to support strategic initiatives.

The efficiency ratio for the period was 32.4%, compared

with 33.2% for the same period last

year. The efficiency ratio, net of ISE for the period was 55.2%,

compared with 57.1% in the same period last

year.

TABLE 14: WHOLESALE BANKING

1

(millions of Canadian dollars, except

as noted)

For the three months ended

For the six months ended

April 30

January 31

April 30

April 30

April 30

2025

2025

2024

2025

2024

Net interest income (loss) (TEB)

$

45

$

(107)

$

189

$

(62)

$

387

Non-interest income

2,084

2,107

1,751

4,191

3,333

Total revenue

2,129

2,000

1,940

4,129

3,720

Provision for (recovery of) credit losses –

impaired

61

33

(1)

94

4

Provision for (recovery of) credit losses –

performing

62

39

56

101

61

Total provision for (recovery of) credit losses

123

72

55

195

65

Non-interest expenses – reported

1,461

1,535

1,430

2,996

2,930

Non-interest expenses – adjusted

1,2

1,427

1,483

1,328

2,910

2,711

Provision for (recovery of) income taxes

(TEB) – reported

126

94

94

220

159

Provision for (recovery of) income taxes

(TEB) – adjusted

1

134

105

116

239

205

Net income – reported

$

419

$

299

$

361

$

718

$

566

Net income – adjusted

1

445

340

441

785

739

Selected volumes and ratios

Trading-related revenue (TEB)

3

$

856

$

904

$

693

$

1,760

$

1,423

Average gross lending portfolio (billions of Canadian

dollars)

4

103.1

100.9

96.3

102.0

96.3

Return on common equity – reported

5

10.2

%

7.3

%

9.2

%

8.8

%

7.3

%

Return on common equity – adjusted

1,5

10.9

8.3

11.3

9.6

9.5

Efficiency ratio – reported

68.6

76.8

73.7

72.6

78.8

Efficiency ratio – adjusted

1

67.0

74.2

68.5

70.5

72.9

Average number of full-time equivalent staff

6,970

6,919

7,077

6,944

7,089

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

– Q2 2025: $34 million ($26 million after tax), Q1 2025: $52 million

($41 million after tax), 2025 YTD: $86 million ($67 million after tax), Q2 2024: $102 million ($80 million

after tax), 2024 YTD: $219 million ($173 million after tax).

3

Includes net interest income (loss) TEB of ($272) million, (Q1 2025: ($404) million, 2025 YTD: ($676)

million, Q2 2024: ($118) million, 2024 YTD:

($172) million), and trading income (loss)

of $1,128 million (Q1 2025: $1,308 million, 2025 YTD: $2,436 million, Q2 2024: $811

million, 2024 YTD: $1,595 million). Trading-related revenue (TEB) is a non-GAAP

financial measure.

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

of this document for additional information about this metric.

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 11.5% CET1 Capital.

Quarterly comparison – Q2 2025 vs. Q2 2024

Wholesale Banking reported net income for

the quarter was $419 million, an increase

of $58 million, or 16%, compared with the

second quarter last year, primarily

reflecting higher revenues, partially offset by higher

PCL, income taxes and non-interest

expenses. On an adjusted basis, net income

was $445 million, an

increase of $4 million, or 1%, compared

with the second quarter last year.

Revenue for the quarter was $2,129 million, an

increase of $189 million, or 10%,

compared with the second quarter last year. Higher revenue

primarily reflects

higher trading-related revenue, and underwriting

fees, including those associated with the

sale of Schwab shares, partially offset by the net

change in fair value of

loan underwriting commitments and the equity

investment portfolio,

and lower advisory fees.

PCL for the quarter was $123 million, an increase

of $68 million compared with the second

quarter last year. PCL – impaired was $61 million, an

increase of

$62 million compared with the prior year, primarily reflecting

a small number of impairments across

various industries. PCL – performing was

$62 million, an

increase of $6 million compared with the prior

year. The performing build this quarter reflects credit impacts

from policy and trade uncertainty, including overlays

and an update to our macroeconomic forecasts.

Reported non-interest expenses for the quarter

were $1,461 million, an increase of $31

million, or 2%, compared with the second

quarter last year, primarily

reflecting higher technology and front office costs,

and the impact of foreign exchange translation,

partially offset by lower acquisition and integration-related

costs

and variable compensation. On an adjusted

basis, non-interest expenses were $1,427

million, an increase of $99 million, or 7%.

Quarterly comparison – Q2 2025 vs. Q1 2025

Wholesale Banking reported net income for

the quarter was $419 million, an increase

of $120 million, or 40%, compared

with the prior quarter, primarily reflecting

higher revenues and lower non-interest expenses,

partially offset by higher PCL. On an adjusted

basis, net income was $445 million, an increase

of $105 million,

or 31%.

Revenue for the quarter increased $129 million,

or 6%, compared with the prior quarter. Higher revenue

primarily reflects higher underwriting fees, including

those associated with the sale of Schwab

shares, partially offset by lower trading-related

revenue.

PCL for the quarter was $123 million, an increase

of $51 million compared with the prior

quarter. PCL – impaired was $61 million, an increase

of $28

million,

primarily reflecting a small number of impairments

across various industries. PCL – performing

was $62 million, an increase of $23 million.

The performing build

this quarter reflects credit impacts from policy

and trade uncertainty, including overlays and an update to our

macroeconomic forecasts.

Reported non-interest expenses for the quarter

decreased $74 million, or 5%, compared

with the prior quarter, primarily reflecting lower variable

compensation

and acquisition and integration-related

costs. On an adjusted basis, non-interest expenses

decreased $56 million, or 4%.

Year-to-date comparison – Q2 2025 vs. Q2 2024

Wholesale Banking reported net income for

the six months ended April 30, 2025

was $718 million, an increase of $152

million, or 27%, compared with the same

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

PCL, non-interest expenses and income

taxes. On an adjusted basis, net income

was

$785 million, an increase of $46 million, or 6%.

Revenue was $4,129 million, an increase of

$409 million, or 11%, compared with the same period last year. Higher revenue

primarily reflects higher trading-

related revenue, and underwriting fees, including

those associated with the sale of Schwab

shares, partially offset by the net change in fair

value of loan

underwriting commitments and the equity

investment portfolio,

and lower advisory fees.

PCL was $195 million, an increase of $130

million compared with the same period last

year. PCL – impaired was $94 million, an increase of $90

million,

primarily reflecting a small number of impairments

across various industries. PCL – performing

was $101 million, an increase of $40 million.

The current year

performing provisions reflect credit impacts

from policy and trade uncertainty, including overlays and an update

to our macroeconomic forecasts.

TD BANK GROUP • SECOND QUARTER 2025 • REPORT TO SHAREHOLDERS

Page 25

Reported non-interest expenses were $2,996

million, an increase of $66 million, or 2%,

compared with the same period last year, reflecting higher technology

and front office costs, and the impact of

foreign exchange translation, partially offset by lower

acquisition and integration-related costs, and

the impact of a

provision related to the U.S. record keeping

and trading regulatory matters recorded in

the same period last year. On an adjusted basis, non-interest

expenses

were $2,910

million, an increase of $199 million, or 7%.

TABLE 15: CORPORATE

(millions of Canadian dollars)

For the three months ended

For the six months ended

April 30

January 31

April 30

April 30

April 30

2025

2025

2024

2025

2024

Net income (loss) – reported

$

8,215

$

(359)

$

(664)

$

7,856

$

(1,255)

Adjustments for items of note

Amortization of acquired intangibles

43

61

72

104

166

Acquisition and integration charges related

to the Schwab transaction

21

53

Share of restructuring and other charges

from investment in Schwab

49

Restructuring charges

163

165

163

456

Impact from the terminated FHN acquisition-related

capital hedging strategy

47

54

64

101

121

Gain on sale of Schwab shares

(8,975)

(8,975)

Civil matter provision

274

274

Less: impact of income taxes

(346)

22

143

(324)

256

Net income (loss) – adjusted

1

$

(161)

$

(266)

$

(211)

$

(427)

$

(392)

Decomposition of items included in net

income (loss) – adjusted

Net corporate expenses

2

$

(431)

$

(370)

$

(338)

$

(801)

$

(555)

Other

270

104

127

374

163

Net income (loss) – adjusted

1

$

(161)

$

(266)

$

(211)

$

(427)

$

(392)

Selected volumes

Average number of full-time equivalent staff

23,250

22,748

23,270

22,995

23,354

1

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

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

document.

2

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

Quarterly comparison – Q2 2025 vs. Q2 2024

Corporate segment’s reported net income for the quarter

was $8,215 million, compared with a reported

net loss of $664 million in the second quarter

last year. The

higher net income primarily reflects the gain

on the Schwab sale transaction,

the prior year impact of a civil matter

provision

and higher revenue from treasury and

balance sheet activities in the current quarter. Net corporate

expenses increased $93 million compared

to the second quarter last year, primarily reflecting higher

governance and control costs. The adjusted

net loss for the quarter was $161

million, compared with an adjusted net loss

of $211 million in the second quarter last

year.

Quarterly comparison – Q2 2025 vs. Q1 2025

Corporate segment’s reported net income for the quarter

was $8,215 million, compared with a reported

net loss of $359 million in the prior quarter. The higher net

income primarily reflects the gain on the Schwab

sale transaction and higher revenue from

treasury and balance sheet activities, partially

offset by restructuring

charges. Net corporate expenses increased

$61 million compared to the prior quarter. The adjusted net

loss for the quarter was $161 million, compared

with an

adjusted net loss of $266 million in the prior

quarter.

Year-to-date comparison – Q2 2025 vs. Q2 2024

Corporate segment’s reported net income for the

six months ended April 30, 2025 was $7,856

million, compared with a reported net loss

of $1,255 million in the

same period last year. The higher net income primarily reflects

the gain on the Schwab sale transaction,

higher revenue from treasury and balance sheet

activities

and lower restructuring charges compared

to the previous program in the same period

last year.

Net corporate expenses increased $246

million compared to the

same period last year, primarily reflecting higher governance

and control costs. The adjusted net loss

for the six months ended April 30, 2025

was $427 million,

compared with an adjusted net loss of $392

million in the same period last year.

TD BANK GROUP • SECOND QUARTER 2025 • REPORT TO SHAREHOLDERS

Page 26

QUARTERLY

RESULTS

The following table provides summary information

related to the Bank’s eight most recently

completed quarters.

TABLE 16: QUARTERLY RESULTS

(millions of Canadian dollars, except as noted)

For the three months ended

2025

2024

2023

Apr. 30

Jan. 31

Oct. 31

Jul. 31

Apr. 30

Jan. 31

Oct. 31

Jul. 31

Net interest income

$

8,125

$

7,866

$

7,940

$

7,579

$

7,465

$

7,488

$

7,494

$

7,289

Non-interest income

14,812

6,183

7,574

6,597

6,354

6,226

5,684

5,625

Total revenue

22,937

14,049

15,514

14,176

13,819

13,714

13,178

12,914

Provision for (recovery of) credit losses

1,341

1,212

1,109

1,072

1,071

1,001

878

766

Insurance service expenses

1,417

1,507

2,364

1,669

1,248

1,366

1,346

1,386

Non-interest expenses

8,139

8,070

8,050

11,012

8,401

8,030

7,628

7,359

Provision for (recovery of) income taxes

985

698

534

794

729

634

616

704

Share of net income from investment in Schwab

74

231

178

190

194

141

156

182

Net income (loss) – reported

11,129

2,793

3,635

(181)

2,564

2,824

2,866

2,881

Pre-tax adjustments for items of note

1

Amortization of acquired intangibles

43

61

60

64

72

94

92

88

Acquisition and integration charges related to the

Schwab transaction

35

21

21

32

31

54

Share of restructuring and other charges from

investment in Schwab

49

35

Restructuring charges

163

110

165

291

363

Acquisition and integration-related charges

34

52

82

78

102

117

197

143

Charges related to the terminated FHN acquisition

2

84

Payment related to the termination of the

FHN transaction

2

306

Impact from the terminated FHN acquisition-related

capital hedging strategy

47

54

59

62

64

57

64

177

Impact of retroactive tax legislation on payment card

clearing services

3

57

Gain on sale of Schwab shares

(8,975)

(1,022)

U.S. balance sheet restructuring

1,129

927

311

Indirect tax matters

2,4

226

Civil matter provision

274

FDIC special assessment

(72)

103

411

Global resolution of the investigations into the

Bank’s U.S. BSA/AML program

52

3,566

615

Total pre-tax adjustments

for items of note

1

(7,559)

1,094

(269)

3,901

1,416

1,051

782

909

Less: Impact of income taxes

(56)

264

161

74

191

238

163

141

Net income – adjusted

1

3,626

3,623

3,205

3,646

3,789

3,637

3,485

3,649

Preferred dividends and distributions on other

equity instruments

200

86

193

69

190

74

196

74

Net income available to common

shareholders – adjusted

1

$

3,426

$

3,537

$

3,012

$

3,577

$

3,599

$

3,563

$

3,289

$

3,575

(Canadian dollars, except as noted)

Basic earnings (loss) per share

Reported

$

6.28

$

1.55

$

1.97

$

(0.14)

$

1.35

$

1.55

$

1.48

$

1.53

Adjusted

1

1.97

2.02

1.72

2.05

2.04

2.01

1.82

1.95

Diluted earnings (loss) per share

Reported

6.27

1.55

1.97

(0.14)

1.35

1.55

1.48

1.53

Adjusted

1

1.97

2.02

1.72

2.05

2.04

2.00

1.82

1.95

Return on common equity – reported

39.1

%

10.1

%

13.4

%

(1.0)

%

9.5

%

10.9

%

10.5

%

10.8

%

Return on common equity – adjusted

1

12.3

13.2

11.7

14.1

14.5

14.1

12.9

13.8

(billions of Canadian dollars, except as noted)

Average total assets

$

2,156

$

2,063

$

2,035

$

1,968

$

1,938

$

1,934

$

1,910

$

1,898

Average interest-earning assets

5

1,894

1,883

1,835

1,778

1,754

1,729

1,715

1,716

Net interest margin – reported

1.76

%

1.66

%

1.72

%

1.70

%

1.73

%

1.72

%

1.73

%

1.69

%

Net interest margin – adjusted

1

1.78

1.67

1.74

1.71

1.75

1.74

1.75

1.70

1

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

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

“How We

Performed” section of this document.

2

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

i.

Charges related to the terminated FHN acquisition, reported in the U.S. Retail segment;

ii.

Payment related to the termination of the FHN transaction, reported in the Corporate segment; and

iii.

Indirect tax matters,

reported in the Corporate segment.

3

Adjusted non-interest income excludes the impact of retroactive tax legislation on payment card clearing services,

reported in the Corporate segment.

4

Adjusted net interest income excludes indirect tax matters, reported in the Corporate segment.

5

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

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

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

TD BANK GROUP • SECOND QUARTER 2025 • REPORT TO SHAREHOLDERS

Page 27

BALANCE SHEET REVIEW

TABLE 17: SELECTED INTERIM CONSOLIDATED BALANCE SHEET ITEMS

(millions of Canadian dollars)

As at

April 30, 2025

October 31, 2024

Assets

Cash and Interest-bearing deposits

with banks

$

145,245

$

176,367

Trading loans, securities, and other

195,002

175,770

Non-trading financial assets at fair value through

profit or loss

7,528

5,869

Derivatives

89,210

78,061

Financial assets designated at fair value through

profit or loss

6,508

6,417

Financial assets at fair value through other

comprehensive income

116,902

93,897

Debt securities at amortized cost, net of allowance

for credit losses

254,417

271,615

Securities purchased under reverse repurchase

agreements

216,476

208,217

Loans, net of allowance for loan losses

936,378

949,549

Investment in Schwab

9,024

Other

96,608

86,965

Total assets

$

2,064,274

$

2,061,751

Liabilities

Trading deposits

$

28,761

$

30,412

Derivatives

83,485

68,368

Financial liabilities designated at fair value

through profit or loss

193,925

207,914

Deposits

1,267,748

1,268,680

Obligations related to securities sold

under repurchase agreements

187,402

201,900

Subordinated notes and debentures

10,714

11,473

Other

166,148

157,844

Total liabilities

1,938,183

1,946,591

Total equity

126,091

115,160

Total liabilities and equity

$

2,064,274

$

2,061,751

Total assets

were $2,064 billion as at April 30, 2025, an increase

of $3 billion from October 31, 2024. The impact

of foreign exchange translation from the

appreciation in the Canadian dollar decreased

total assets by $9 billion.

The increase in total assets reflects an increase

in financial assets at fair value through other

comprehensive income of $23 billion, trading

loans, securities, and

other of $19 billion, derivative assets of $11 billion, other assets of

$10 billion, securities purchased under reverse

repurchase agreements of $8 billion, and non-

trading financial assets at fair value through

profit or loss of $2 billion. The increase

was partially offset by a decrease in cash and interest-bearing

deposits with

banks of $31 billion, debt securities at amortized

cost of $17 billion, loans, net of allowances

for loan losses of $13 billion, and Investment

in Schwab of $9 billion.

Cash and interest-bearing deposits with

banks

decreased $31 billion primarily reflecting

cash management activities,

including higher payments on obligations

related to securities sold under repurchase agreements

and advances to Federal Home Loan Bank

(FHLB), and the impact of foreign exchange

translation,

partially offset by proceeds from the sale of Schwab.

Trading loans, securities, and other

increased $19 billion primarily in commodities

held for trading, equity securities, government

securities held for trading, and

securitized mortgages.

Non-trading financial assets at fair

value through profit or loss

increased $2 billion reflecting new investments.

Derivative

assets

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

values of foreign exchange and equity contracts,

partially offset by a

decrease in interest rate contracts.

Financial assets at fair value through other

comprehensive income

increased $23 billion reflecting new investments

primarily in government securities,

partially offset by maturities and sales.

Debt securities at amortized cost, net

of allowance for credit losses

decreased $17 billion primarily reflecting

maturities and sales as a result of the U.S.

balance sheet restructuring activities, and

the impact of the foreign exchange translation,

partially offset by new investments.

Securities purchased under reverse repurchase

agreements

increased $8 billion

primarily

reflecting an increase in volume, partially offset

by the impact of

foreign exchange translation.

Loans, net of allowance for loan losses

decreased $13 billion primarily reflecting the

sale of U.S. residential mortgage loans (correspondent

lending loans) in

relation to the U.S. balance sheet restructuring

activities, and the impact of foreign exchange

translation.

Investment in Schwab

decreased by $9 billion,

which reflects the sale of the Bank’s entire remaining

equity investment in Schwab.

Other

assets increased $10 billion primarily reflecting

increase in amounts receivable from brokers,

dealers and clients due to higher volumes of

pending trades,

and accounts receivable and other.

Total liabilities

were $1,938 billion as at April 30, 2025,

a decrease of $8 billion from October

31, 2024. The impact of foreign exchange

translation from the

appreciation in the Canadian dollar decreased

total liabilities by $9 billion.

TD BANK GROUP • SECOND QUARTER 2025 • REPORT TO SHAREHOLDERS

Page 28

The decrease in total liabilities reflects a decrease

in obligations related to securities sold under

repurchase agreements of $14 billion,

financial liabilities

designated at fair value through profit or loss

of $14 billion, trading deposits of $2 billion, deposits

of $1 billion, and subordinated notes

and debentures of

$1 billion. The decrease was partially offset by an increase

in derivative liabilities of $15 billion

and other liabilities of $9 billion.

Trading deposits

decreased $2 billion primarily reflecting

maturities.

Derivative

liabilities

increased $15 billion primarily reflecting

changes in mark-to-market values of foreign

exchange and equity contracts, partially

offset by a

decrease in interest rate contracts.

Financial liabilities designated at fair value

through profit or loss

decreased $14 billion reflecting maturities

and the impact of foreign exchange

translation,

partially offset by new issuances.

Deposits

decreased $1 billion primarily reflecting lower

volume in bank deposits and the impact of

foreign exchange translation, partially offset by

volume increase

in personal and business and government deposits.

Obligations related to securities sold

under repurchase agreements

decreased $14 billion primarily reflecting

a decrease in volume and the impact of

foreign

exchange translation.

Subordinated notes and debentures

decreased $1 billion primarily reflecting redemptions,

partially offset by new issuances.

Other

liabilities increased $9 billion primarily

reflecting volume increase in amounts payable

to brokers, dealers, and clients due to higher

volume of pending

trades, and obligations related to securities

sold short, partially offset by a decrease in provision

for investigations related to the Bank’s U.S. BSA/AML

program

due to payments.

Equity

was $126 billion as at April 30, 2025, and increase

of $11 billion from October 31, 2024. The increase primarily

reflects an increase in retained earnings

and gains in accumulated other comprehensive

income. The retained earnings increased

as a result of higher income generated

from the sale of investment in

Schwab. The increase in accumulated other

comprehensive income is primarily driven

by gains on cash flow hedges and the

Bank’s share of the other

comprehensive income from investment in Schwab.

CREDIT PORTFOLIO QUALITY

Quarterly comparison – Q2 2025 vs. Q2 2024

Gross impaired loans were $4,866 million

as at April 30, 2025, an increase of $971

million, or 25%, compared with the second

quarter last year. Canadian

Personal and Commercial Banking gross

impaired loans increased $135 million, or

8%, compared with the second quarter

last year, reflecting formations

outpacing resolutions in the consumer lending

portfolios. U.S. Retail gross impaired loans

increased $536 million, or 25%, compared

with the second quarter last

year, reflecting formations outpacing resolutions in the commercial

and consumer lending portfolios, and

the impact of foreign exchange. Wholesale gross

impaired loans increased $300 million, compared

with the second quarter last year, reflecting credit migration.

Net impaired loans were $3,238 million as

at

April 30, 2025, an increase of $494 million, or

18%, compared with the second quarter

last year.

The allowance for credit losses of $9,589

million as at April 30, 2025 was comprised

of Stage 3 allowance for impaired loans of

$1,632 million, Stage 2

allowance of $4,892 million and Stage 1 allowance

of $3,060 million, and the allowance for debt

securities of $5 million. The Stage 1 and 2 allowances

are for

performing loans and off-balance sheet instruments.

The Stage 3 allowance for loan losses increased

$470 million, or 40%, reflecting credit

migration in the business and government and

consumer lending

portfolios, and the impact of foreign exchange.

The Stage 1 and Stage 2 allowance for loan

losses increased $567 million, or 8%, reflecting

reserve build related to

elevated uncertainty associated with policy and

trade, credit migration, and the impact of foreign

exchange, partially offset by the prior quarter adoption

impact of a

model update in the U.S. Cards portfolios.

The allowance change included a decrease of

$2 million attributable to the retailer program

partners’ share of the U.S.

strategic cards portfolio.

Forward-looking information, including

macroeconomic variables deemed to be

predictive of expected credit losses (ECLs)

based on the Bank’s experience, is

used to determine ECL scenarios and associated

probability weights to determine the probability-weighted

ECLs. Each quarter, all base forecast macroeconomic

variables are refreshed, resulting in new upside

and downside macroeconomic scenarios.

The probability weightings assigned

to each ECL scenario are also

reviewed each quarter and updated as required,

as part of the Bank’s ECL governance process.

As a result of periodic reviews and quarterly updates,

the

allowance for credit losses may be revised

to reflect updates in loss estimates based on

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

views. The Bank

periodically reviews the methodology and

has performed certain additional quantitative

and qualitative portfolio and loan level

assessments of significant increase

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

quarter 2025 Interim Consolidated

Financial Statements for further details on

forward-looking information.

The probability-weighted allowance for

credit losses reflects the Bank’s forward-looking

views.

To

the extent that certain anticipated effects cannot

be fully

incorporated into quantitative models, management

continues to exercise expert credit judgment

in determining the amount of ECLs, including

for risks related to

elevated uncertainty associated with policy and

trade, and such adjustments will be updated

as appropriate in future quarters as additional

information becomes

available. Refer to Note 4 of the Bank’s second quarter

2025 Interim Consolidated Financial Statements

for additional details.

The Bank calculates allowances for ECLs

on debt securities measured at amortized

cost and fair value through other comprehensive

income (FVOCI). The Bank

has $367 billion in such debt securities,

all of which are performing (Stage 1 and

2) and none are impaired (Stage 3).

The allowance for credit losses was

$3 million for debt securities at amortized

cost (DSAC) and $2 million for debt securities

at FVOCI, for a total of $5 million, an increase

of $2 million, compared with

the second quarter last year.

Quarterly comparison – Q2 2025 vs. Q1 2025

Gross impaired loans decreased $587

million, or 11%, compared with the prior quarter, largely related to resolutions

outpacing new formations across the

business and government and consumer lending

portfolios, and the impact of foreign exchange.

Impaired loans net of allowance decreased

$397 million, or 11%,

compared with the prior quarter.

The allowance for credit losses of $9,589

million as at April 30, 2025 was comprised

of Stage 3 allowance for impaired loans of

$1,632 million, Stage 2

allowance of $4,892 million and Stage 1 allowance

of $3,060 million, and the allowance for debt

securities of $5 million. The Stage 1 and 2 allowances

are for

performing loans and off-balance sheet instruments.

The Stage 3 allowance for loan losses decreased

$192 million, or 11%, compared with the prior quarter,

reflecting a lower pace of impaired provisions

relative to resolutions in the business

and government lending portfolios, and

the impact of foreign exchange. The

TD BANK GROUP • SECOND QUARTER 2025 • REPORT TO SHAREHOLDERS

Page 29

Stage 1 and Stage 2 allowance for loan losses

increased $182 million, or 2%, compared

with the prior quarter, reflective of elevated uncertainty associated

with

policy and trade, partially offset by the impact of

foreign exchange.

The allowance for debt securities increased

by $1 million, compared to the prior quarter.

For further details on loans, impaired loans,

allowance for credit losses,

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

and macroeconomic variables in

determining its allowance for credit losses,

refer to Note 6 of the Bank’s second quarter 2025

Interim Consolidated Financial Statements.

TABLE 18: CHANGES IN GROSS IMPAIRED LOANS AND ACCEPTANCES

1,2

(millions of Canadian dollars)

For the three months ended

For the six months ended

April 30

January 31

April 30

April 30

April 30

2025

2025

2024

2025

2024

Personal, Business, and Government

Loans

Impaired loans as at beginning of period

$

5,453

$

4,949

$

3,709

$

4,949

$

3,299

Classified as impaired during the period

2,031

2,432

1,937

4,463

3,942

Transferred to performing during the period

(451)

(327)

(261)

(778)

(576)

Net repayments

(688)

(532)

(465)

(1,220)

(773)

Disposals of loans

(47)

(47)

(10)

Amounts written off

(1,315)

(1,144)

(1,080)

(2,459)

(1,997)

Exchange and other movements

(164)

122

55

(42)

10

Impaired loans as at end of period

$

4,866

$

5,453

$

3,895

$

4,866

$

3,895

1

Includes customers’ liability under acceptances.

2

Includes loans that are measured at FVOCI.

TABLE 19: ALLOWANCE FOR CREDIT LOSSES

(millions of Canadian dollars, except

as noted)

As at

April 30

January 31

April 30

2025

2025

2024

Allowance for loan losses for on-balance

sheet loans

Stage 1 allowance for loan losses

$

2,645

$

2,598

$

2,479

Stage 2 allowance for loan losses

4,340

4,239

3,915

Stage 3 allowance for loan losses

1,628

1,818

1,151

Total allowance for loan losses for on-balance sheet loans

1

8,613

8,655

7,545

Allowance for off-balance sheet instruments

Stage 1 allowance for loan losses

415

398

423

Stage 2 allowance for loan losses

552

535

568

Stage 3 allowance for loan losses

4

6

11

Total allowance for off-balance sheet instruments

971

939

1,002

Allowance for loan losses

9,584

9,594

8,547

Allowance for debt securities

5

4

3

Allowance for credit losses

$

9,589

$

9,598

$

8,550

Impaired loans, net of allowance

2

$

3,238

$

3,635

$

2,744

Net impaired loans as a percentage of net loans

2

0.35

%

0.38

%

0.29

%

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

1.01

0.99

0.91

Provision for (recovery of) credit losses

as a percentage of net average loans and acceptances

0.58

0.50

0.47

1

Includes allowance for loan losses related to loans that are measured at FVOCI of nil as at April 30, 2025

(January 31, 2025 – $1 million, April 30,

2024 – nil).

2

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

due.

Real Estate Secured Lending

Retail real estate secured lending includes

mortgages and lines of credit to North American

consumers to satisfy financing needs including

home purchases and

refinancing. While the Bank retains first lien

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

portion of loans with second liens, but

most of these are

behind a TD mortgage that is in first

position. In Canada, credit policies are designed

so that the combined exposure of all uninsured

facilities on one property does

not exceed 80% of the collateral value at origination.

Lending at a higher loan-to-value ratio

is permitted by legislation but requires

default insurance. This

insurance is contractual coverage for the life

of eligible facilities and protects the

Bank’s real estate secured lending portfolio against

potential losses caused by

borrowers’ default. The Bank may also purchase

default insurance on lower loan-to-value

ratio loans. The insurance is provided

by either government-backed

entities or approved private mortgage insurers.

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

mortgage insurance is usually obtained from either

government-

backed entities or approved private mortgage

insurers when the loan-to-value exceeds

80% of the collateral value at origination.

The Bank regularly performs stress tests

on its real estate lending portfolio as part

of its overall stress testing program. This is

done with a view to determine the

extent to which the portfolio would be vulnerable

to a severe downturn in economic conditions.

The effect of severe changes in house prices,

interest rates, and

unemployment levels are among the factors

considered when assessing the impact

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

segments, including dwelling type and geographical

regions, are examined during the exercise

to determine whether specific vulnerabilities exist.

TABLE 20: CANADIAN REAL ESTATE SECURED LENDING

1,2

(millions of Canadian dollars)

As at

Amortizing

Non-amortizing

Total

Residential

Home equity

Total amortizing real

Home equity

mortgages

lines of credit

estate secured lending

lines of credit

April 30, 2025

Total

$

270,041

$

93,279

$

363,320

$

35,272

$

398,592

October 31, 2024

Total

$

273,069

$

89,369

$

362,438

$

33,667

$

396,105

1

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

designated at fair value through profit or loss (FVTPL)

for which no

allowance is recorded.

2

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

based on the rates in effect at April 30, 2025 and October 31, 2024.

TD BANK GROUP • SECOND QUARTER 2025 • REPORT TO SHAREHOLDERS

Page 30

TABLE 21: REAL ESTATE

SECURED LENDING

1,2

(millions of Canadian dollars, except as noted)

As at

Residential mortgages

Home equity lines of credit

Total

Insured

3

Uninsured

Insured

3

Uninsured

Insured

3

Uninsured

April 30, 2025

Canada

Atlantic provinces

$

2,381

0.9

%

$

4,820

1.8

%

$

149

0.1

%

$

2,388

1.9

%

$

2,530

0.6

%

$

7,208

1.8

%

British Columbia

4

8,039

3.0

47,680

17.7

757

0.6

24,196

18.8

8,796

2.2

71,876

18.0

Ontario

4

21,526

8.0

125,697

46.4

2,556

2.0

70,701

54.9

24,082

6.1

196,398

49.3

Prairies

4

17,108

6.3

22,287

8.3

1,403

1.1

13,120

10.2

18,511

4.6

35,407

8.9

Québec

6,272

2.3

14,231

5.3

470

0.4

12,811

10.0

6,742

1.7

27,042

6.8

Total Canada

55,326

20.5

%

214,715

79.5

%

5,335

4.2

%

123,216

95.8

%

60,661

15.2

%

337,931

84.8

%

United States

1,507

44,750

11,808

1,507

56,558

Total

$

56,833

$

259,465

$

5,335

$

135,024

$

62,168

$

394,489

October 31, 2024

Canada

Atlantic provinces

$

2,445

0.9

%

$

4,753

1.7

%

$

158

0.1

%

$

2,207

1.8

%

$

2,603

0.7

%

$

6,960

1.8

%

British Columbia

4

8,311

3.0

48,362

17.7

804

0.7

22,840

18.6

9,115

2.3

71,202

18.0

Ontario

4

21,943

8.1

126,294

46.3

2,734

2.2

67,567

54.9

24,677

6.2

193,861

48.9

Prairies

4

17,685

6.5

22,120

8.1

1,499

1.2

12,459

10.1

19,184

4.8

34,579

8.7

Québec

6,616

2.4

14,540

5.3

509

0.4

12,259

10.0

7,125

1.8

26,799

6.8

Total Canada

57,000

20.9

%

216,069

79.1

%

5,704

4.6

%

117,332

95.4

%

62,704

15.8

%

333,401

84.2

%

United States

1,517

57,063

11,525

1,517

68,588

Total

$

58,517

$

273,132

$

5,704

$

128,857

$

64,221

$

401,989

1

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

2

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

designated at FVTPL for which no allowance is recorded.

3

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

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

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

insurers.

4

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

is included in Ontario; and the Northwest Territories

is included in the Prairies region.

The following table provides a summary

of the period over which the Bank’s residential

mortgages would be fully repaid based on

the amount of the most recent

payment received. All figures are calculated

based on current customer payment amounts,

including voluntary payments larger than

the original contractual

amounts and/or other voluntary prepayments.

The most recent customer payment amount

may exceed the original contractual amount

due.

Balances with a remaining amortization longer

than 30 years primarily reflect Canadian

variable rate mortgages where prior interest

rate increases relative to

current customer payment levels have resulted

in a longer current amortization period.

At renewal, the amortization period for

Canadian mortgages reverts to the

remaining contractual amortization, which

may require increased payments.

TABLE 22: RESIDENTIAL MORTGAGES BY REMAINING

AMORTIZATION

1,2,3

As at

<=5

>5 – 10

>10 – 15

>15 – 20

>20 – 25

>25 – 30

>30 – 35

>35

years

years

years

years

years

years

years

years

Total

April 30, 2025

Canada

0.8

%

2.9

%

7.5

%

19.3

%

32.6

%

29.3

%

1.3

%

6.3

%

100.0

%

United States

2.6

1.5

3.5

8.8

18.9

63.4

0.7

0.6

100.0

Total

1.1

%

2.7

%

6.9

%

17.7

%

30.6

%

34.4

%

1.2

%

5.4

%

100.0

%

October 31, 2024

Canada

0.8

%

2.7

%

6.4

%

16.8

%

33.3

%

28.9

%

2.4

%

8.7

%

100.0

%

United States

2.3

1.3

3.4

7.6

14.2

70.2

0.5

0.5

100.0

Total

1.0

%

2.5

%

5.9

%

15.1

%

29.9

%

36.2

%

2.1

%

7.3

%

100.0

%

1

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

designated at FVTPL for which no allowance is recorded.

2

Percentage based on outstanding balance.

3

$1.9 billion or 1% of the mortgage portfolio in Canada (October 31, 2024: $15.6 billion or 6%) relates to mortgages

in which the fixed contractual payments are no longer sufficient to

cover the interest based on the rates in effect at April 30, 2025

and October 31, 2024, respectively.

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

1,2,3

For the three months ended

Residential

Home equity

Residential

Home equity

mortgages

lines of credit

4,5

Total

mortgages

lines of credit

4,5

Total

April 30, 2025

October 31, 2024

Canada

Atlantic provinces

69

%

69

%

69

%

69

%

67

%

68

%

British Columbia

6

67

65

66

66

62

65

Ontario

6

68

65

66

67

63

65

Prairies

6

73

71

72

73

69

71

Québec

69

70

70

69

69

69

Total Canada

68

67

67

68

64

66

United States

71

59

65

73

61

68

Total

69

%

66

%

67

%

69

%

64

%

66

%

1

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

2

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

designated at FVTPL for which no allowance is recorded.

3

Based on house price at origination.

4

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

5

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

6

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

is included in Ontario; and the Northwest Territories

is included in the Prairies region.

TD BANK GROUP • SECOND QUARTER 2025 • REPORT TO SHAREHOLDERS

Page 31

Sovereign Risk

The table below provides a summary of

the Bank’s direct credit exposures

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

United Kingdom).

TABLE 24: Total Net Exposure by Region and Counterparty

(millions of Canadian dollars)

As at

Loans and commitments

1

Derivatives, repos, and securities lending

2

Trading and investment portfolio

3

Total

Corporate

Sovereign

Financial

Total

Corporate

Sovereign

Financial

Total

Corporate

Sovereign

Financial

Total

Exposure

4

April 30, 2025

Region

Europe

$

8,449

$

8

$

4,985

$

13,442

$

4,564

$

1,983

$

9,864

$

16,411

$

874

$

25,582

$

2,025

$

28,481

$

58,334

United Kingdom

7,584

3,857

2,662

14,103

3,265

1,399

12,988

17,652

549

869

546

1,964

33,719

Asia

195

20

2,342

2,557

393

992

3,558

4,943

305

8,764

1,549

10,618

18,118

Other

5

223

679

902

448

540

2,010

2,998

211

1,169

2,288

3,668

7,568

Total

$

16,451

$

3,885

$

10,668

$

31,004

$

8,670

$

4,914

$

28,420

$

42,004

$

1,939

$

36,384

$

6,408

$

44,731

$

117,739

October 31, 2024

Region

Europe

$

8,490

$

8

$

5,050

$

13,548

$

4,847

$

2,117

$

8,145

$

15,109

$

1,157

$

24,124

$

2,660

$

27,941

$

56,598

United Kingdom

8,462

3,124

2,661

14,247

3,490

1,172

13,536

18,198

866

1,691

1,104

3,661

36,106

Asia

241

30

2,412

2,683

519

533

2,739

3,791

290

10,486

893

11,669

18,143

Other

5

209

598

807

370

416

2,481

3,267

218

1,012

3,187

4,417

8,491

Total

$

17,402

$

3,162

$

10,721

$

31,285

$

9,226

$

4,238

$

26,901

$

40,365

$

2,531

$

37,313

$

7,844

$

47,688

$

119,338

1

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

2

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

exposures where there is an International Swaps and Derivatives

Association master netting agreement.

3

Trading exposures are net of eligible short positions.

4

In addition to the exposures identified above, the Bank also has $33.6 billion (October 31, 2024 – $35.5 billion)

of exposure to supranational entities.

5

Other regional exposure largely attributable to Australia.

CAPITAL POSITION

REGULATORY CAPITAL

Capital requirements established by the Basel

Committee on Banking Supervision (BCBS)

are commonly referred to as Basel

III. Under Basel III,

Total Capital consists of three components, namely CET1, Additional Tier 1, and Tier 2 Capital.

Risk sensitive regulatory capital ratios are

calculated by dividing

CET1, Tier 1, and Total Capital by risk-weighted assets (RWA), inclusive of any minimum requirements

outlined under the regulatory floor. Basel III also

introduced a non-risk sensitive leverage

ratio to act as a supplementary measure

to the risk-sensitive capital requirements.

The leverage ratio is calculated by

dividing Tier 1 Capital by leverage exposure which is

primarily comprised of on-balance sheet

assets with adjustments made to derivative

and securities financing

transaction exposures, and credit equivalent amounts

of off-balance sheet exposures. TD manages its

regulatory capital in accordance with

OSFI’s

implementation of the Basel III Capital

Framework.

OSFI’s Capital Requirements under Basel III

OSFI’s CAR and LR guidelines detail how

the Basel III capital rules apply to Canadian

banks.

The Domestic Stability Buffer (DSB) level increased

from 3% to 3.5% as of November 1,

2023, and has remained stable since. Currently, the DSB can range

from

0 to 4%, with the effective level adjusted by OSFI

in response to developments in Canada’s

financial system and the broader economy.

OSFI has implemented the Basel III reforms

with adjustments to make them suitable

for domestic implementation. The Basel III reforms

impact the calculation of

credit risk, market risk and operational risk

for Canadian banks, as well as amend

the LR Guideline to include a requirement for

domestic systemically important

banks (D-SIBs) to hold a leverage ratio

buffer of 0.50% in addition to the regulatory minimum

requirement of 3.0%. The LR buffer requirement

also applies to the

TLAC leverage ratio.

On November 1, 2023, the standardized

capital floor transitioned to 67.5% of RWA from the previous 65%

of RWA. OSFI has stated that the floor will remain at

67.5% until further notice.

The Bank has implemented OSFI’s Parental Stand-Alone

(Solo) Total Loss Absorbing Capacity (TLAC) Framework for D-SIBs, which

establishes a risk-based

measure intended to ensure that a non-viable

D-SIB has sufficient loss absorbing capacity on a

stand-alone, legal entity basis to support its

resolution. The Bank is

compliant with the requirements set out in this

framework.

The table below summarizes OSFI’s published regulatory

minimum capital targets as at April 30, 2025.

REGULATORY

CAPITAL AND TLAC

TARGET RATIOS

Capital

Pillar 1

Pillar 1 & 2

Conservation

D-SIB / G-SIB

Regulatory

Regulatory

Minimum

Buffer

Surcharge

1

Target

2

DSB

Target

CET1

4.5

%

2.5

%

1.0

%

8.0

%

3.5

%

11.5

%

Tier 1

6.0

2.5

1.0

9.5

3.5

13.0

Total Capital

8.0

2.5

1.0

11.5

3.5

15.0

Leverage

3.0

n/a

3

0.5

3.5

n/a

3.5

TLAC

18.0

2.5

1.0

21.5

3.5

25.0

TLAC Leverage

6.75

n/a

0.50

7.25

n/a

7.25

1

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

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

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

1% if the Bank’s G-SIB score increases above certain thresholds to a maximum

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

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

-weighted

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

2

The Bank’s countercyclical buffer requirement is 0% as of April 30, 2025.

3

Not applicable.

TD BANK GROUP • SECOND QUARTER 2025 • REPORT TO SHAREHOLDERS

Page 32

The following table provides details of the

Bank’s regulatory capital position.

TABLE 25: CAPITAL STRUCTURE AND RATIOS – Basel III

(millions of Canadian dollars, except

as noted)

As at

April 30

October 31

April 30

2025

2024

2024

Common Equity Tier 1 Capital

Common shares plus related contributed

surplus

$

25,308

$

25,543

$

25,410

Retained earnings

78,640

70,826

71,904

Accumulated other comprehensive income

11,032

7,904

4,166

Common Equity Tier 1 Capital before regulatory

adjustments

114,980

104,273

101,480

Common Equity Tier 1 Capital regulatory adjustments

Prudential valuation adjustments

(164)

Goodwill (net of related tax liability)

(18,491)

(18,645)

(18,470)

Intangibles (net of related tax liability)

(3,058)

(2,921)

(2,759)

Deferred tax assets excluding those arising

from temporary differences

(327)

(212)

(180)

Cash flow hedge reserve

1,174

3,015

4,878

Shortfall of provisions to expected losses

Gains and losses due to changes in own

credit risk on fair valued liabilities

(317)

(193)

(181)

Defined benefit pension fund net assets (net

of related tax liability)

(736)

(731)

(676)

Investment in own shares

(5)

(21)

(8)

Non-significant investments in the capital of

banking, financial, and insurance entities,

net of eligible

short positions (amount above 10% threshold)

(1,835)

(3,202)

Significant investments in the common

stock of banking, financial, and insurance

entities

that are outside the scope of regulatory

consolidation, net of eligible short positions

(amount above 10% threshold)

Equity investments in funds subject to

the fall-back approach

(28)

(32)

(51)

Other deductions or regulatory adjustments

to CET1 as determined by OSFI

20

16

10

Total regulatory adjustments to Common Equity Tier 1 Capital

(21,932)

(21,559)

(20,639)

Common Equity Tier 1 Capital

93,048

82,714

80,841

Additional Tier 1 Capital instruments

Directly issued qualifying Additional Tier 1 instruments

plus stock surplus

11,111

10,887

10,502

Additional Tier 1 Capital instruments before

regulatory adjustments

11,111

10,887

10,502

Additional Tier 1 Capital instruments regulatory

adjustments

Non-significant investments in the capital of

banking, financial, and insurance entities,

net of eligible

short positions (amount above 10% threshold)

(3)

(5)

Significant investments in the capital of banking,

financial, and insurance entities that are

outside

the scope of regulatory consolidation, net of

eligible short positions

(700)

(350)

(350)

Total regulatory adjustments to Additional Tier 1 Capital

(700)

(353)

(355)

Additional Tier 1 Capital

10,411

10,534

10,147

Tier 1 Capital

103,459

93,248

90,988

Tier 2 Capital instruments and provisions

Directly issued qualifying Tier 2 instruments plus related

stock surplus

10,514

11,273

11,120

Collective allowances

1,553

1,512

1,485

Tier 2 Capital before regulatory adjustments

12,067

12,785

12,605

Tier 2 regulatory adjustments

Investments in own Tier 2 instruments

Non-significant investments in the capital of

banking, financial, and insurance entities,

net of eligible

short positions (amount above 10% threshold)

1

(224)

(316)

Non-significant investments in the other

TLAC-eligible instruments issued by

G-SIBs and Canadian

D-SIBs, where the institution does not own

more than 10% of the issued common

share capital

of the entity: amount previously designated

for the 5% threshold but that no longer

meets the

conditions

(64)

(144)

Significant investments in the capital of banking,

financial, and insurance entities that are

outside

the scope of regulatory consolidation, net of

eligible short positions

(160)

Total regulatory adjustments to Tier 2 Capital

(288)

(620)

Tier 2 Capital

12,067

12,497

11,985

Total Capital

$

115,526

$

105,745

$

102,973

Risk-weighted assets

$

624,636

$

630,900

$

602,825

Capital Ratios and Multiples

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

assets)

14.9

%

13.1

%

13.4

%

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

16.6

14.8

15.1

Total Capital (as percentage of risk-weighted assets)

18.5

16.8

17.1

Leverage ratio

2

4.7

4.2

4.3

1

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

regulatory consolidation, where the institution does not own more than

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

2

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

as defined in the “Regulatory Capital” section of this document.

As at April 30, 2025, the Bank’s CET1, Tier 1, and Total Capital ratios were 14.9%, 16.6%,

and 18.5%, respectively. The Bank’s CET1 Capital ratio increased

from

13.1% as at October 31, 2024, primarily attributable

to the sale of Schwab shares, and internal

capital generation, offset by common shares repurchased

for

cancellation, RWA growth across various segments and

the impact of U.S. balance sheet restructuring.

As at April 30, 2025, the Bank’s leverage ratio

was 4.7%. The Bank’s leverage ratio increased

from 4.2% as at October 31, 2024, primarily

attributable to the sale

of Schwab shares, and internal capital generation,

offset by common shares repurchased for cancellation,

exposure increases across various

segments and the

impact of U.S. balance sheet restructuring.

TD BANK GROUP • SECOND QUARTER 2025 • REPORT TO SHAREHOLDERS

Page 33

Future Regulatory Capital Developments

Future regulatory capital developments, in

addition to those described in the “Future

Regulatory Capital Developments” section

of the Bank’s 2024

MD&A, are

noted below.

On February 12, 2025, OSFI deferred increases

to the Basel III standardized capital floor level

until further notice. The capital floor subjects

banks using internal

model-based approaches to a floor, where the floor is calculated

as a percentage of RWA under the standardized approach.

OSFI will notify the Bank at least two

years prior to resuming an increase in

the capital floor level.

TABLE 26: EQUITY AND OTHER SECURITIES

1

(thousands of shares/units and millions of

Canadian dollars, except as noted)

As at

April 30, 2025

October 31, 2024

Number of

Number of

shares/units

Amount

shares/units

Amount

Common shares

Common shares outstanding

1,722,791

$

25,136

1,750,272

$

25,373

Treasury – common shares

(313)

(26)

(213)

(17)

Total common shares

1,722,478

$

25,110

1,750,059

$

25,356

Stock options

Vested

6,474

5,400

Non-vested

9,120

9,312

Preferred shares – Class A

Series 1

20,000

$

500

20,000

$

500

Series 5

2

20,000

500

Series 7

14,000

350

14,000

350

Series 9

8,000

200

8,000

200

Series 16

14,000

350

14,000

350

Series 18

14,000

350

14,000

350

Series 27

850

850

850

850

Series 28

800

800

800

800

71,650

$

3,400

91,650

$

3,900

Other equity instruments

3,4

Limited Recourse Capital Notes – Series 1

1,750

$

1,750

1,750

$

1,750

Limited Recourse Capital Notes – Series 2

1,500

1,500

1,500

1,500

Limited Recourse Capital Notes – Series 3

5

1,750

2,403

1,750

2,403

Limited Recourse Capital Notes – Series 4

5

750

1,023

750

1,023

Limited Recourse Capital Notes – Series 5

6

750

750

Perpetual Subordinated Capital Notes –

Series 2023-9

7

1

312

1

312

78,151

$

11,138

97,401

$

10,888

Treasury – preferred shares and other equity instruments

(141)

(28)

(162)

(18)

Total preferred shares and other equity instruments

78,010

$

11,110

97,239

$

10,870

1

For further details, including the conversion and exchange features, and distributions, refer to Note 20 of the Bank’s

2024 Consolidated Financial Statements.

2

On January 31, 2025, the Bank redeemed all of its 20 million outstanding Non-Cumulative 5-Year

Rate Reset Class A First Preferred Shares Non-Viability Contingent Capital

(NVCC),

Series 5 (“Series 5 Preferred Shares”), at a redemption price of $25.00 per Series 5 Preferred Share, for a total redemption

cost of approximately $500 million.

3

For other equity instruments, the number of shares/units represents the number of notes issued.

4

Refer to the “Preferred Shares and Other Equity Instruments – Significant Terms

and Conditions” table in Note 20 of the Bank’s 2024 Consolidated Financial Statements

for further

details.

5

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

amount.

6

On December 18, 2024, the Bank issued $750 million 5.909% Fixed Rate Reset Limited Recourse Capital Notes,

Series 5 NVCC (the “LRCNs”). The LRCNs will bear interest at a rate of

5.909 per cent annually, payable quarterly,

for the initial period ending on, but excluding, January 1, 2030. Thereafter, the interest

rate on the LRCNs will reset every five years at a rate

equal to the prevailing Government of Canada Yield plus 3.10 per cent. The LRCNs

will mature on January 1, 2085. Concurrently with the issuance of the LRCNs, the Bank issued

750,000 Non-Cumulative 5.909% Fixed Rate Reset Preferred Shares, Series 32 NVCC (“Preferred Shares Series

32”). The Preferred Shares Series 32 are eliminated on the Bank’s

Consolidated Financial Statements.

7

For Perpetual Subordinated Capital Notes (AT1), the amount

represents the Canadian dollar equivalent of the Singapore dollar notional amount.

DIVIDENDS

On May 21, 2025, the Board approved 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 for

the quarter ending July 31, 2025, payable on

and after July 31, 2025, to shareholders

of record at the close of business on July 10,

2025.

DIVIDEND REINVESTMENT PLAN

The Bank offers a Dividend Reinvestment Plan

(DRIP) for its common shareholders.

Participation in the plan is optional and

under the terms of the plan, cash

dividends on common shares are used

to purchase additional common shares. At

the option of the Bank, the common shares

may be issued from treasury at an

average market price based on the last five

trading days before the date of the dividend

payment, with a discount of between

0% to 5% at the Bank’s discretion or

purchased from the open market at market

prices.

During the three months ended April 30, 2025,

the Bank satisfied the DRIP requirements through

open market common share purchases.

During the six months

ended April 30, 2025, the Bank satisfied the

DRIP requirements through common shares

issued from treasury with no discount

for the first three months and open

market common share purchases in the last

three months. During the three and six

months ended April 30, 2024, the Bank

satisfied the DRIP requirements

through common shares issued from treasury

with no discount.

NORMAL COURSE ISSUER BID

On August 28, 2023,

the Bank announced that the Toronto Stock Exchange and OSFI approved

a normal course issuer bid (2023 NCIB) to

repurchase for

cancellation up to 90 million of its common

shares. The 2023 NCIB commenced on August

31, 2023 and continued until August 31, 2024.

From the

commencement of the 2023 NCIB to August

31, 2024, the Bank repurchased 71.4

million shares under the program. The 2023 NCIB

terminated on August 31,

2024 and therefore, there was no repurchase

of common shares by the Bank under the 2023

NCIB during the six months ended April 30,

  1. During the six

months ended April 30, 2024,

the Bank repurchased 36.1 million common

shares, at an average price of $81.43 per

share for a total amount of $2.9 billion.

On February 24, 2025, the Bank announced

that the Toronto Stock Exchange and OSFI had approved the Bank’s previously

announced

normal course issuer bid

(2025 NCIB) to purchase for cancellation up

to 100 million of its common shares.

The 2025 NCIB commenced on March 3, 2025

and will end on February 28,

TD BANK GROUP • SECOND QUARTER 2025 • REPORT TO SHAREHOLDERS

Page 34

2026, or such earlier date as the Bank

may determine. From the commencement of

the 2025 NCIB to April 30, 2025, the Bank repurchased

30.0 million shares

under the program, at an average price of $84.18

per share for a total amount of $2.5 billion.

NON-VIABILITY CONTINGENT CAPITAL PROVISION

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

A First Preferred Shares excluding the preferred

shares issued with respect to LRCNs,

the maximum

number of common shares that could be issued,

assuming there are no declared and unpaid

dividends on the respective series of preferred

shares at the time of

conversion, would be 0.7 billion in aggregate.

The LRCNs, by virtue of the recourse to the

preferred shares held in the Limited Recourse

Trust, include NVCC provisions. For LRCNs, if an NVCC

trigger were

to occur, the maximum number of common shares that could

be issued, assuming there are no declared

and unpaid dividends on the preferred

shares series

issued in connection with such LRCNs,

would be 1.5 billion in aggregate.

For all other NVCC subordinated notes and

debentures including Additional Tier 1 Perpetual

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

number of common shares that could be issued,

assuming there is no accrued and unpaid

interest on the respective subordinated notes

and debentures, would be

3.2 billion in aggregate.

RISK FACTORS AND

MANAGEMENT

Risk Factors That May Affect Future Results

In addition to the risks described in the “Managing

Risk” section of the Bank’s 2024 MD&A

and this Report, there are numerous other

risk factors, many of which

are beyond the Bank’s control and the effects of

which can be difficult to predict, that could

cause the Bank’s results to differ significantly from the

Bank’s plans,

objectives, and estimates or could impact

the Bank’s reputation or the sustainability of its

business model. All forward-looking statements,

including those in this

MD&A, are, by their very nature, subject

to inherent risks and uncertainties, general

and specific, which may cause the Bank’s actual

results to differ materially

from the plan, objectives, estimates or expectations

expressed in the forward-looking statements.

Some of these factors are discussed

in the “Risk Factors and

Management” section of the 2024 MD&A and

in the “Managing Risk” section of this

document, and others are noted in the “Caution

Regarding Forward-Looking

Statements” section of this document.

The Bank has supplemented the following Risk

Factors

to reflect developments in the external environment.

Geopolitical Risk

Further to the geopolitical risks outlined in

the Bank’s 2024 MD&A, the evolution of geopolitical,

policy,

trade and tax-related risks, including the application

or

threat of any new or elevated tariffs to goods imported

into the U.S. and any retaliatory tariffs as well as

the enactment of recently proposed tax

legislation in the

U.S., have the potential to increase economic

uncertainty,

market volatility, disrupt global supply chains and trade flows, deteriorate

business confidence and other

adverse impacts. For example, tariffs can threaten

to raise prices and reduce demand for

imported goods weighing on activity in both

importing and exporting

countries;

if set at very high rates, tariffs may halt the

flow of trade altogether and lead to shortages

throughout the supply chain. While the nature

and extent of the

risks may vary, they have the potential to disrupt economic growth,

create volatility in financial markets that

may affect the Bank’s financial condition, trading and

non-trading activities, impact market liquidity

and funding costs, put pressure on credit

performance, and directly and indirectly

influence general business and

economic conditions, and certain industries

in ways that may have an adverse impact

on the Bank and its customers. For more information

on the economic

outlook refer to the “Economic Summary and

Outlook”

section of this document.

Regulatory Oversight and Compliance

Risk

Further to the Regulatory Oversight and

Compliance risk outlined in the Bank’s 2024

MD&A, regulators have indicated the potential

for escalating consequences

for banks that do not timely resolve open issues

or have repeat issues. Furthermore,

delays in satisfying one regulatory requirement

could affect the Bank’s

progress on others. Failure to satisfy regulatory

requirements, including requirements for

maintaining and executing a compliance

management program in

alignment with regulatory standards,

on a timely basis could result in additional

fines, penalties, business restrictions, limitations

on subsidiary capital distributions,

increased capital or liquidity requirements, enforcement

actions, increased regulatory oversight,

and other adverse consequences, which

could be significant.

The current U.S. regulatory environment

is evolving. Changes in the U.S. executive

administration including executive orders

and changes to mandates,

leadership and priorities of supervisory agencies,

are leading to uncertainty,

which could have varying effects on the Bank and its

subsidiaries and businesses.

Various supervisory agencies are shifting their supervisory and enforcement

priorities. These priorities include reducing

the size of government and reassessing

prior rules and guidance.

This may result in adverse effects which could

include incurring additional costs and

devoting additional resources to address

initial and

ongoing compliance, and increasing risks associated

with potential non-compliance. This could also

have an adverse impact on the Bank’s financial

condition,

results of operations and reputation.

MANAGING RISK

EXECUTIVE SUMMARY

Growing profitability in financial results based

on balanced revenue, expense and capital

growth services involves selectively

taking and managing risks within the

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

a stable and sustainable rate of return for

every dollar of risk it takes, while putting

significant emphasis on

investing in its businesses to meet its future

strategic objectives.

The Bank’s businesses and operations are exposed

to a broad number of risks that have been

identified and defined in the Enterprise

Risk Framework. The

Bank’s tolerance to those risks is defined

in the Enterprise Risk Appetite which has

been developed within a comprehensive

framework that takes into

consideration current conditions in which

the Bank operates and the impact that emerging

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

Bank’s risk appetite

states that it takes risks required to build its

business, but only if those risks: (1)

fit the business strategy and can be understood

and managed; (2) do not expose

the enterprise to any significant single loss

events; TD does not ‘bet the bank’

on any single acquisition, business, product

or decision; and (3) do not risk harming

the TD brand. Each business is responsible

for setting and aligning its individual risk

appetites with that of the enterprise

based on a thorough examination of

the

specific risks to which it is exposed.

The Bank considers it critical to regularly

assess its operating environment

and highlight top and emerging risks. These

are risks with a potential to have a

material effect on the Bank and where the attention

of senior leaders is focused due to the potential

magnitude or immediacy of their impact.

Risks are identified, discussed, and actioned

by senior leaders and reported quarterly to the

Risk Committee. Specific plans to mitigate

top and emerging risks

are prepared, monitored, and adjusted as required.

The Bank’s risk governance structure and risk

management approach have not substantially

changed from that described in the Bank’s 2024

MD&A.

In the

second quarter of 2025, the Bank updated its

Enterprise Risk Framework and made

the following changes to better reflect the Bank’s

priorities and structure:

Financial Crime Risk

was elevated to a stand-alone Major

Risk Category (previously part of Legal and

Regulatory Compliance Risk)

ex991p35i0

TD BANK GROUP • SECOND QUARTER 2025 • REPORT TO SHAREHOLDERS

Page 35

Operational Risk

was divided into two Major Risk Categories, 1)

Operational Risk – Data, Technology and Cybersecurity

and 2)

Operational

Risk excluding Data, Technology and Cybersecurity

The Bank also convened a new Executive

Committee, the Remediation Subcommittee

of the Enterprise Risk Management

Committee,

dedicated to

overseeing the Bank’s enforcement commitments

and progress on required remediations.

These changes resulted in two new Major

Risk Categories and updates to the definitions

as noted below:

Financial Crime Risk:

The risk associated with the Bank failing to

sufficiently identify and manage risks

associated with money laundering, terrorist

financing,

bribery/corruption activities and economic

sanctions, or otherwise comply with

associated legal and regulatory requirements

for financial crime.

Operational Risk excluding Data, Technology and Cybersecurity

:

The risk of loss resulting from inadequate

or failed internal processes, people or external

events and also includes losses related

to legal risk events and regulatory fines.

Operational Risk – Data, Technology and Cybersecurity

:

The potential for loss resulting from inadequate

or ineffectual data, technology or cybersecurity

controls originating from internal or external

events.

Compliance and Legal Risk

:

The risk associated with the Bank’s failure

to comply (with letter or intent) with key

federal and provincial/state banking,

securities, trust and insurance laws,

regulations, regulatory guidelines, voluntary

codes and public commitments (regulatory

requirements), legal obligations,

the

TD Code of Conduct and Ethics, and other

TD policies related to TD’s activities and practices

with respect to business conduct and market

conduct as well as

regulatory requirements applicable across

the Bank, which can lead to fines, sanctions,

liabilities, or reputational harm that could

be material to the Bank.

Additional information on risk factors can

be found in this document and the 2024

MD&A under the heading “Risk Factors and

Management”. For a complete

discussion of the risk governance structure

and the risk management approach, refer

to the “Managing Risk” section in the Bank’s 2024

MD&A.

The shaded sections of this MD&A represent

a discussion relating to market and liquidity

risks and form an integral part of the Interim

Consolidated Financial

Statements for the period ended April 30, 2025.

CREDIT RISK

Gross credit risk exposure, also referred

to as exposure at default (EAD), is the

total amount the Bank is exposed to at the time

of default of a loan and is

measured before counterparty-specific

provisions or write-offs. Gross credit risk exposure

does not reflect the effects of credit risk

mitigation (CRM) and includes

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

On-balance sheet exposures consist primarily

of outstanding loans, non-trading securities,

derivatives,

and certain other repo-style transactions.

Off-balance sheet exposures consist primarily

of undrawn commitments, guarantees,

and certain other repo-style

transactions.

Gross credit risk exposures for the two approaches

the Bank uses to measure credit risk

are included in the following table.

TABLE 27: GROSS CREDIT RISK EXPOSURE – Standardized

and Internal Ratings-Based (IRB) Approaches

1

(millions of Canadian dollars)

As at

April 30, 2025

October 31, 2024

Standardized

IRB

Total

Standardized

IRB

Total

Retail

Residential secured

$

4,619

$

530,259

$

534,878

$

4,163

$

537,075

$

541,238

Qualifying revolving retail

880

174,400

175,280

866

172,203

173,069

Other retail

3,348

104,382

107,730

3,391

104,253

107,644

Total retail

8,847

809,041

817,888

8,420

813,531

821,951

Non-retail

Corporate

2,537

725,852

728,389

2,346

721,156

723,502

Sovereign

126

563,925

564,051

205

588,498

588,703

Bank

3,898

167,726

171,624

4,541

171,250

175,791

Total non-retail

6,561

1,457,503

1,464,064

7,092

1,480,904

1,487,996

Gross credit risk exposures

$

15,408

$

2,266,544

$

2,281,952

$

15,512

$

2,294,435

$

2,309,947

1

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

equity, and certain other credit RWA.

TD BANK GROUP • SECOND QUARTER 2025 • REPORT TO SHAREHOLDERS

Page 36

MARKET RISK

Market risk capital is calculated using the Standardized

Approach under Basel III. The Bank

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

metric to monitor and control market risk.

Market Risk Linkage to the Balance Sheet

The following table provides a breakdown of

the Bank’s balance sheet assets and liabilities

exposed to trading and non-trading market

risks. Market risk of assets

and liabilities included in the calculation of VaR and metrics used

for regulatory market risk capital purposes

is classified as trading market risk.

TABLE 28: MARKET RISK LINKAGE TO THE BALANCE SHEET

(millions of Canadian dollars)

As at

April 30, 2025

October 31, 2024

Non-trading market

Balance

Trading

Non-trading

Balance

Trading

Non-trading

risk – primary risk

sheet

market risk

market risk

Other

sheet

market risk

market risk

Other

sensitivity

Assets subject to market risk

Interest-bearing deposits with banks

$

139,744

$

688

$

139,056

$

$

169,930

$

1,601

$

168,329

$

Interest rate

Trading loans, securities, and other

195,002

192,751

2,251

175,770

174,232

1,538

Interest rate

Non-trading financial assets at

fair value through profit or loss

7,528

7,528

5,869

5,869

Equity,

foreign exchange,

interest rate

Derivatives

89,210

82,895

6,315

78,061

70,636

7,425

Equity,

foreign exchange,

interest rate

Financial assets designated at

fair value through profit or loss

6,508

6,508

6,417

6,417

Interest rate

Financial assets at fair value through

other comprehensive income

116,902

116,902

93,897

93,897

Equity,

foreign exchange,

interest rate

Debt securities at amortized cost,

net of allowance for credit losses

254,417

254,417

271,615

271,615

Foreign exchange,

interest rate

Securities purchased under

reverse repurchase agreements

216,476

6,950

209,526

208,217

10,488

197,729

Interest rate

Loans, net of allowance for

loan losses

936,378

936,378

949,549

949,549

Interest rate

Investment in Schwab

9,024

9,024

Equity

Other assets

1

2,087

2,087

2,230

2,230

Interest rate

Assets not exposed to

market risk

100,022

100,022

91,172

91,172

Total Assets

$

2,064,274

$

283,284

$

1,680,968

$

100,022

$

2,061,751

$

256,957

$

1,713,622

$

91,172

Liabilities subject to market risk

Trading deposits

$

28,761

$

24,534

$

4,227

$

$

30,412

$

26,827

$

3,585

$

Equity, interest rate

Derivatives

83,485

80,479

3,006

68,368

66,976

1,392

Equity,

foreign exchange,

interest rate

Securitization liabilities at fair value

22,396

22,396

20,319

20,319

Interest rate

Financial liabilities designated at

fair value through profit or loss

193,925

5

193,920

207,914

2

207,912

Interest rate

Deposits

1,267,748

1,267,748

1,268,680

1,268,680

Interest rate,

foreign exchange

Obligations related to securities

sold short

43,553

42,433

1,120

39,515

37,812

1,703

Interest rate

Obligations related to securities sold

under repurchase agreements

187,402

10,346

177,056

201,900

13,540

188,360

Interest rate

Securitization liabilities at amortized

cost

13,158

13,158

12,365

12,365

Interest rate

Subordinated notes and debentures

10,714

10,714

11,473

11,473

Interest rate

Other liabilities

1

33,356

33,356

34,066

34,066

Equity, interest rate

Liabilities and Equity not

exposed to market risk

179,776

179,776

166,739

166,739

Total Liabilities and Equity

$

2,064,274

$

180,193

$

1,704,305

$

179,776

$

2,061,751

$

165,476

$

1,729,536

$

166,739

1

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

ex991p37i0

TD BANK GROUP • SECOND QUARTER 2025 • REPORT TO SHAREHOLDERS

Page 37

-60

-50

-40

-30

-20

-10

0

10

20

30

40

50

60

70

2/3/2025

2/10/2025

2/17/2025

2/24/2025

3/3/2025

3/10/2025

3/17/2025

3/24/2025

3/31/2025

4/7/2025

4/14/2025

4/21/2025

4/28/2025

TOTAL VALUE-AT-RISK

AND TRADING NET REVENUE

(millions of Canadian dollars)

Trading net revenue

Value-at-Risk

Calculating VaR

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

Market Risk (GMR) and Idiosyncratic Debt

Specific Risk (IDSR) associated with the

Bank’s trading positions.

GMR is determined by creating a distribution

of potential changes in the market value of

the current portfolio using historical simulation.

The Bank values the

current portfolio using the market price and rate

changes of the most recent

259

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

commodity

products. GMR is computed as the threshold

level that portfolio losses are not expected

to exceed more than

one

out of every

100

trading days. A

one-day

holding

period is used for GMR calculation.

IDSR measures idiosyncratic (single-name) credit

spread risk for credit exposures in the trading

portfolio using Monte Carlo simulation.

The IDSR model is

based on the historical behaviour of five-year idiosyncratic

credit spreads. Similar to GMR, IDSR is

computed as the threshold level that portfolio

losses are not

expected to exceed more than

one

out of every

100

trading days. IDSR is measured for a

ten-day

holding period.

The following graph discloses daily one-day

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

within Wholesale Banking. Trading net revenue includes

trading income and net interest income related

to positions within the Bank’s market risk capital

trading books. For the second quarter ending

April 30, 2025,

there were

7 days

of trading losses and trading net revenue

was positive for

89

% of the trading days, reflecting normal

trading activity. Losses in the quarter did

not exceed VaR on any trading day.

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

context of its limitations, for example:

VaR uses historical data to estimate future events, which limits

its forecasting abilities;

it does not provide information on losses beyond

the selected confidence level; and

it assumes that all positions can be liquidated

during the holding period used for VaR calculation.

The Bank continuously improves its VaR methodologies and incorporates

new risk measures in line with market

conventions, industry best practices, and

regulatory requirements.

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

management purposes.

This includes Stress Testing as well

as sensitivities to various market risk factors.

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

and low usage of TD’s VaR metric.

TABLE 29: PORTFOLIO MARKET RISK MEASURES

(millions of Canadian dollars)

For the three months ended

For the six months ended

April 30

January

31

April 30

April 30

April 30

2025

2025

2024

2025

2024

As at

Average

High

Low

Average

Average

Average

Average

Interest rate risk

$

7.9

$

12.8

$

21.1

$

7.0

$

12.4

$

20.8

$

12.6

$

19.3

Credit spread risk

20.8

20.1

23.5

16.5

19.8

26.5

19.9

27.9

Equity risk

11.9

9.6

20.8

6.8

8.3

7.5

8.9

7.3

Foreign exchange risk

3.7

3.8

6.1

2.4

4.1

3.1

3.9

2.7

Commodity risk

24.3

23.1

28.6

16.8

6.0

3.9

14.5

3.8

Idiosyncratic debt specific risk

21.5

23.4

28.0

20.1

19.6

18.9

21.5

19.9

Diversification effect

1

(51.1)

(56.9)

n/m

2

n/m

(41.8)

(52.8)

(49.2)

(51.9)

Total Value-at-Risk (one-day)

39.0

35.9

43.5

28.5

28.4

27.9

32.1

29.0

1

The aggregate VaR is less than the sum of the VaR

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

2

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

occur on different days for different risk types.

TD BANK GROUP • SECOND QUARTER 2025 • REPORT TO SHAREHOLDERS

Page 38

Average VaR increased compared to the prior quarter due to the market

volatility observed across a number of risk

factors, particularly credit spreads and

commodities.

Validation of VaR Model

The Bank uses a back-testing process

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

with the statistical results of the VaR model.

Structural (Non-Trading) Interest Rate

Risk

The Bank’s

structural interest rate risk arises from traditional

personal and commercial banking activity

and is generally the result of mismatches between

the

maturities and repricing dates of the Bank’s assets

and liabilities. The measurement of interest

rate risk in the banking book does not

include exposures from TD’s

Wholesale Banking or Insurance businesses.

The primary measures for managing and

controlling this risk are Economic Value of Shareholders’

Equity (EVE) Sensitivity and Net Interest

Income Sensitivity

(NIIS).

The EVE Sensitivity measures the change in

the net present value of the Bank’s banking

book assets, liabilities, and certain off-balance

sheet items given a

specific interest rate shock. It reflects a measurement

of the potential present value impact on

shareholders’ equity without an assumed

term profile for the

management of the Bank’s own equity and excludes

product margins.

The NIIS measures the net interest income (NII)

change over a twelve-month horizon for

a specified change in interest rates for banking

book assets, liabilities,

and certain off-balance sheet items assuming a

constant balance sheet over the period.

The Bank’s Market Risk policy sets overall limits

on the structural interest rate risk measures.

These limits are periodically reviewed and

approved by the Risk

Committee. In addition to the Board policy limits,

book-level risk limits are set for the

Bank’s management of non-trading interest rate

risk by Risk Management.

Exposures against these limits are routinely

monitored and reported, and breaches of the

Board limits, if any, are escalated to both the ALCO and the Risk

Committee.

The following table shows the potential before-tax

impact of an immediate and sustained

100 bps increase or decrease in interest rates

on the EVE and NIIS

measures.

TABLE 30: STRUCTURAL INTEREST RATE SENSITIVITY MEASURES

(millions of Canadian dollars)

As at

April 30, 2025

January 31, 2025

April 30, 2024

EVE

NII

EVE

NII

EVE

NII

Sensitivity

Sensitivity

1

Sensitivity

Sensitivity

1

Sensitivity

Sensitivity

1

Canada

U.S.

Total

Canada

U.S.

Total

Total

Total

Total

Total

Before-tax impact of

100 bps increase in rates

$

(775)

$

(1,837)

$

(2,612)

$

133

$

546

$

679

$

(2,573)

$

597

$

(2,312)

$

875

100 bps decrease in rates

596

1,520

2,116

(182)

(587)

(769)

2,056

(789)

1,861

(1,053)

1

Represents the twelve-month NII exposure to an immediate and sustained shock in rates, and may include adjustments

for non-recurring items.

As at April 30, 2025, an immediate and sustained

100 bps increase in interest rates

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

of $

2,612

million, an

increase of $

39

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

NII of $

679

million, an increase of $

82

million from last quarter. An immediate and

sustained 100 bps decrease in interest rates

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

of $

2,116

million, an increase of $

60

million from last quarter,

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

769

million, a decrease of $

20

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

sensitivity is

attributed to marginally higher fixed rate assets

held, while NII sensitivity was maintained

relatively unchanged during the quarter.

TD BANK GROUP • SECOND QUARTER 2025 • REPORT TO SHAREHOLDERS

Page 39

Liquidity Risk

The risk of having insufficient cash or collateral

to meet financial obligations and an inability

to, in a timely manner, raise funding or monetize assets at

a non-

distressed price. Financial obligations can arise

from deposit withdrawals, debt maturities,

commitments to provide credit or liquidity

support or the need to pledge

additional collateral.

TD’S LIQUIDITY RISK APPETITE

The Bank follows a disciplined liquidity management

program that is subject to risk governance

and oversight, and designed to maintain

sufficient liquidity to permit

the Bank to operate through a significant

liquidity event without relying on extraordinary

central bank assistance. The Bank seeks

to maintain a stable and

diversified funding profile that emphasizes

funding assets and contingencies to the appropriate

term.

The Bank manages liquidity risk using a

combination of quantitative and qualitative

measures with the objective of ensuring it has

sufficient liquidity to satisfy its

operational needs and client commitments

in both normal and stress conditions. The

Bank maintains buffers over regulatory minimums

prescribed by OSFI’s

Liquidity Adequacy Requirements (LAR) Guideline.

The Bank targets a 90-day survival horizon

under a combined bank-specific and

market-wide stress scenario,

and minimum surpluses over prescribed regulatory

requirements. The Bank’s funding program emphasizes

maximizing deposits as a core source

of funding and

having ready access to wholesale funding

markets across diversified terms, funding types,

and currencies. This approach helps lower

exposure to a sudden

contraction of wholesale funding capacity and

minimizes structural liquidity gaps. The Bank

also maintains a Contingency Funding

Plan (CFP) to enhance

preparedness for addressing potential liquidity

stress events. The Bank’s strategies, plans and

governance practices underpin an integrated

liquidity risk

management program that is designed to reduce

exposure to liquidity risk and maintain

compliance with regulatory requirements.

LIQUIDITY RISK MANAGEMENT RESPONSIBILITY

The Bank’s ALCO is responsible for establishing

effective management structures and practices

to ensure appropriate measurement,

management, and

governance of liquidity risk. The Global Liquidity

& Funding (GLF) Committee, a subcommittee

of the ALCO comprised of senior management

from Treasury,

Wholesale Banking and Risk Management,

identifies and monitors the Bank’s liquidity risks.

The management of liquidity risk is the responsibility

of the Senior

Executive Team member responsible for Treasury, while oversight and challenge are provided by the ALCO

and independently by Risk Management.

The Risk

Committee regularly reviews the Bank’s liquidity

position and approves the Bank’s Liquidity Risk

Management Framework biennially and the related

policies

annually.

The Bank’s liquidity risk appetite and liquidity risk

management approach have not substantially

changed from that described in the Bank’s 2024

MD&A. For a

complete discussion of liquidity risk,

refer to the “Liquidity Risk” section in the

Bank’s 2024 MD&A.

Liquid assets

The Bank’s unencumbered liquid assets may be used

to help address potential liquidity requirements

arising from stress events. Liquid asset

eligibility considers

estimated in-stress market values and trading

market depths, as well as operational, legal,

or other impediments to sale, rehypothecation

or pledging.

Assets held by the Bank to meet liquidity

requirements are summarized in the following

tables. The tables do not include assets held

within the Bank’s insurance

businesses as these are used to support insurance-specific

liabilities and capital requirements.

TD BANK GROUP • SECOND QUARTER 2025 • REPORT TO SHAREHOLDERS

Page 40

TABLE 31: SUMMARY OF LIQUID ASSETS BY TYPE AND CURRENCY

(millions of Canadian dollars, except as noted)

As at

Securities

received as

collateral from

securities

financing and

Bank-owned

derivative

Total

Encumbered

Unencumbered

liquid assets

transactions

liquid assets

liquid assets

liquid assets

1

April 30, 2025

Cash and central bank reserves

$

21,197

$

$

21,197

$

1,143

$

20,054

Obligations of government, federal agencies, public sector

entities,

and multilateral development banks

2

114,129

99,988

214,117

88,361

125,756

Equities

14,618

5,302

19,920

16,926

2,994

Other debt securities

5,565

5,913

11,478

6,224

5,254

Other securities

Total Canadian dollar-denominated

155,509

111,203

266,712

112,654

154,058

Cash and central bank reserves

112,936

112,936

202

112,734

Obligations of government, federal agencies, public sector

entities,

and multilateral development banks

223,076

141,884

364,960

151,044

213,916

Equities

58,390

38,475

96,865

54,332

42,533

Other debt securities

70,534

16,999

87,533

26,348

61,185

Other securities

19,756

3,776

23,532

6,429

17,103

Total non-Canadian dollar-denominated

484,692

201,134

685,826

238,355

447,471

Total

$

640,201

$

312,337

$

952,538

$

351,009

$

601,529

October 31, 2024

Total Canadian dollar

-denominated

$

163,269

$

117,083

$

280,352

$

110,064

$

170,288

Total non-Canadian

dollar-denominated

482,052

179,665

661,717

247,478

414,239

Total

$

645,321

$

296,748

$

942,069

$

357,542

$

584,527

1

Unencumbered liquid assets include on-balance sheet assets, assets borrowed or purchased under resale agreements,

and other off-balance sheet collateral received less encumbered

liquid assets.

2

Includes National Housing Act Mortgage-Backed Securities (NHA MBS).

Total unencumbered liquid assets increased by $

17

billion since October 31, 2024 primarily

due to proceeds received from the sale of

the equity investment in

Schwab.

Unencumbered liquid assets held in The

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

insurance subsidiaries) and branches

are summarized in the following table.

TABLE 32: SUMMARY OF UNENCUMBERED LIQUID ASSETS BY

BANK, SUBSIDIARIES, AND BRANCHES

(millions of Canadian dollars)

As at

April 30

October 31

2025

2024

The Toronto-Dominion Bank (Parent)

$

251,901

$

237,005

Bank subsidiaries

321,612

314,306

Foreign branches

28,016

33,216

Total

$

601,529

$

584,527

TD BANK GROUP • SECOND QUARTER 2025 • REPORT TO SHAREHOLDERS

Page 41

The Bank’s

monthly average liquid assets (excluding those

held in insurance subsidiaries) for the quarters

ended April 30, 2025 and January 31,

2025, are

summarized in the following table.

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

(millions of Canadian dollars, except as noted)

Average for the three months ended

Securities

received as

collateral from

securities

financing and

Total

Bank-owned

derivative

liquid

Encumbered

Unencumbered

liquid assets

transactions

assets

liquid assets

liquid assets

1

April 30, 2025

Cash and central bank reserves

$

26,606

$

$

26,606

$

1,099

$

25,507

Obligations of government, federal agencies, public sector

entities, and multilateral development banks

2

113,469

109,547

223,016

90,579

132,437

Equities

16,170

5,475

21,645

17,458

4,187

Other debt securities

4,969

6,146

11,115

6,554

4,561

Other securities

Total Canadian dollar-denominated

161,214

121,168

282,382

115,690

166,692

Cash and central bank reserves

113,049

113,049

200

112,849

Obligations of government, federal agencies, public sector

entities, and multilateral development banks

226,020

143,736

369,756

154,793

214,963

Equities

57,592

41,137

98,729

58,568

40,161

Other debt securities

72,724

16,643

89,367

27,329

62,038

Other securities

20,753

3,912

24,665

6,823

17,842

Total non-Canadian dollar-denominated

490,138

205,428

695,566

247,713

447,853

Total

$

651,352

$

326,596

$

977,948

$

363,403

$

614,545

January 31, 2025

Total Canadian dollar-denominated

$

162,690

$

123,312

$

286,002

$

115,431

$

170,571

Total non-Canadian dollar-denominated

476,008

194,735

670,743

247,376

423,367

Total

$

638,698

$

318,047

$

956,745

$

362,807

$

593,938

1

Unencumbered liquid assets include on-balance sheet assets, assets borrowed or purchased under resale agreements,

and other off-balance sheet collateral received less encumbered

liquid assets.

2

Includes NHA MBS.

Average unencumbered liquid assets held in

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

insurance subsidiaries) and

branches are summarized in the following

table.

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

AND BRANCHES

(millions of Canadian dollars)

Average for the three months ended

April 30

January 31

2025

2025

The Toronto-Dominion

Bank (Parent)

$

257,975

$

242,148

Bank subsidiaries

328,128

322,354

Foreign branches

28,442

29,436

Total

$

614,545

$

593,938

ASSET ENCUMBRANCE

In the course of the Bank’s daily operations, assets

are pledged to obtain funding, support

trading and brokerage businesses, and participate

in clearing and/or

settlement systems.

A summary of on-

and off-balance sheet encumbered and unencumbered

assets (excluding assets held in insurance

subsidiaries) is

presented as follows.

TABLE 35: ENCUMBERED AND UNENCUMBERED ASSETS

(millions of Canadian dollars)

As at

Total Assets

Encumbered

Unencumbered

Total

Pledged as

Available as

Assets

Collateral

1

Other

2

Collateral

3

Other

4

April 30, 2025

Cash and due from banks

$

5,501

$

$

$

$

5,501

Interest-bearing deposits with banks

139,744

7,622

127,903

4,219

Securities, trading loans, and other

961,985

413,019

22,826

504,739

21,401

Derivatives

89,210

89,210

Loans, net of allowance for loan losses

921,593

80,481

104,571

32,915

703,626

Other assets

5

96,608

223

96,385

Total assets

$

2,214,641

$

501,345

$

127,397

$

665,557

$

920,342

October 31, 2024

Total assets

$

2,202,763

$

509,319

$

113,528

$

635,491

$

944,425

1

Pledged collateral refers to the portion of assets that are pledged through encumbering activities, such as repurchase agreements, securities lending, derivative contracts, and requirements associated

with participation in clearing houses and payment systems.

2

Includes assets supporting TD’s long-term funding activities such as asset securitization and issuance of covered bonds.

3

Represents assets that are readily available for use as collateral to generate funding or support collateral requirements. This category includes unencumbered loans backed by real-estate that qualify as

eligible collateral at Federal Home Loan Bank (FHLB).

4

Other unencumbered assets are not subject to any restrictions on their use to secure funding or as collateral but would not be considered immediately available.

5

Other assets include goodwill, other intangibles, land, buildings, equipment, other depreciable assets and right-of-use assets, deferred tax assets, amounts receivable from brokers, dealers, and clients,

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

TD BANK GROUP • SECOND QUARTER 2025 • REPORT TO SHAREHOLDERS

Page 42

LIQUIDITY STRESS TESTING AND CONTINGENCY

FUNDING PLANS

In addition to the Bank’s internal liquidity stress

metric, the Bank performs liquidity

stress testing on multiple alternate scenarios.

These scenarios consist of a mix

of TD-specific and market-wide stress

events designed to evaluate the potential

impact of risk factors material to the

Bank’s risk profile. Liquidity assessments are

also part of the Bank’s Enterprise-Wide Stress

Testing program.

The Bank has designed CFPs for the enterprise

and material subsidiaries operating in foreign

jurisdictions. As they provide a playbook

for managing stressed

liquidity conditions, these plans are an integral

component of the Bank’s overall liquidity risk

management framework. The CFPs outline

different contingency

levels based on the severity and duration of

the liquidity situation and identify recovery

actions appropriate for each level. To support operational readiness, CFPs

provide key steps required to implement

each recovery action. Regional CFPs identify

recovery actions to address region-specific

stress events. The actions and

governance structure outlined in the Bank’s

CFP are aligned with the Bank’s Crisis Management

Recovery Plan.

CREDIT RATINGS

Credit ratings may impact the Bank’s access to,

and cost of, raising funding and its ability

to engage in certain business activities

on a cost-effective basis. Credit

ratings and outlooks provided by rating agencies

reflect their views and methodologies and

are subject to change based on a number

of factors including the

Bank’s financial strength, competitive position, and

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

conditions affecting the overall

financial services industry.

TABLE 36: CREDIT RATINGS

1

As at

April 30, 2025

Moody’s

S&P

Fitch

DBRS

2

Deposits/Counterparty

3

Aa2

A+

AA

AA

Legacy Senior Debt

4

Aa3

A+

AA

AA

Senior Debt

5

A2

A-

AA-

AA (low)

Covered Bonds

Aaa

AAA

AAA

Legacy Subordinated Debt – non-NVCC

A3

A-

A

A (high)

Tier 2 Subordinated Debt – NVCC

A3 (hyb)

BBB+

A

A (low)

AT1 Perpetual Debt – NVCC

Baa2 (hyb)

BBB-

BBB+

Limited Recourse Capital Notes – NVCC

Baa2 (hyb)

BBB-

BBB+

BBB (high)

Preferred Shares – NVCC

Baa2 (hyb)

BBB-

BBB+

Pfd-2

Short-Term Debt (Deposits)

P-1

A-1

F1+

R-1 (high)

Outlook

Stable

Stable

Negative

Stable

1

The above ratings are for The Toronto-Dominion

Bank legal entity. Subsidiaries’ ratings are available

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

ratings are not

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

price or suitability for a particular investor. Ratings are subject

to revision

or withdrawal at any time by the rating organization.

2

Reflects ratings downgrade and outlook change made by DBRS subsequent to quarter end, on May 2, 2025.

3

Represents Moody’s Long-Term

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

Long-Term Deposits Rating and DBRS

Long-Term Issuer Rating.

4

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

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

5

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

regime.

The Bank regularly reviews the level

of increased collateral its trading counterparties

would require in the event of a downgrade of

TD’s credit rating. The following

table presents the additional collateral that

could have been contractually required

to be posted to over-the-counter (OTC) derivative

counterparties as of the

reporting date in the event of one, two, and

three-notch downgrades of the Bank’s credit

ratings.

TABLE 37: ADDITIONAL COLLATERAL REQUIREMENTS FOR RATING DOWNGRADES

1

(millions of Canadian dollars)

Average for the three months ended

April 30

January 31

2025

2025

One-notch downgrade

$

531

$

83

Two-notch downgrade

1,086

772

Three-notch downgrade

2,207

3,028

1

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

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

LIQUIDITY COVERAGE RATIO (LCR)

The LCR is a Basel III standard that aims to ensure

that an institution has an adequate stock

of unencumbered high-quality liquid assets

(HQLA), consisting of

cash or assets that could be converted into

cash to meet its liquidity needs for a 30-calendar

day liquidity stress scenario.

Other than during periods of financial stress,

the Bank must maintain the LCR above 100%

in accordance with the published OSFI

LAR requirement. The

Bank’s LCR is calculated according to the scenario

parameters in the LAR guideline, including

prescribed HQLA eligibility criteria and haircuts,

deposit run-off

rates, and other outflow and inflow rates.

HQLA held by the Bank that are eligible

for the LCR under the LAR are primarily

central bank reserves, sovereign-issued

or sovereign-guaranteed securities, and

high-quality securities issued by non-financial

entities.

TD BANK GROUP • SECOND QUARTER 2025 • REPORT TO SHAREHOLDERS

Page 43

The following table summarizes the Bank’s average

daily LCR as of the relevant dates.

TABLE 38: AVERAGE LIQUIDITY COVERAGE RATIO

1

(millions of Canadian dollars, except

as noted)

Average for the three months ended

April 30, 2025

Total unweighted

Total weighted

value (average)

2

value (average)

3

High-quality liquid assets

Total high-quality liquid assets

$

n/a

4

$

382,814

Cash outflows

Retail deposits and deposits from small business

customers, of which:

$

512,080

$

33,030

Stable deposits

272,752

8,183

Less stable deposits

239,328

24,847

Unsecured wholesale funding, of which:

395,738

197,831

Operational deposits (all counterparties)

and deposits in networks of cooperative banks

141,371

33,464

Non-operational deposits (all counterparties)

228,778

138,778

Unsecured debt

25,589

25,589

Secured wholesale funding

n/a

47,068

Additional requirements, of which:

369,515

115,384

Outflows related to derivative exposures and

other collateral requirements

64,596

52,834

Outflows related to loss of funding on debt products

11,420

11,420

Credit and liquidity facilities

293,499

51,130

Other contractual funding obligations

16,504

9,608

Other contingent funding obligations

851,053

13,059

Total cash outflows

$

n/a

$

415,980

Cash inflows

Secured lending

$

269,537

$

45,280

Inflows from fully performing exposures

35,611

12,058

Other cash inflows

87,922

87,922

Total cash inflows

$

393,070

$

145,260

Average for the three months ended

April 30, 2025

January 31, 2025

Total adjusted

Total adjusted

value

value

Total high-quality liquid assets

$

382,814

$

381,731

Total net cash outflows

270,720

270,041

Liquidity coverage ratio

141

%

141

%

1

The LCR is calculated in accordance with OSFI’s LAR guideline, which is reflective of liquidity-related

requirements published by the BCBS. The LCR for the quarter ended April 30, 2025

is calculated as an average of the 61 daily data points in the quarter.

2

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

3

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

rates, and caps as prescribed by the OSFI LAR guideline.

4

Not applicable as per the LCR common disclosure template.

The Bank’s average LCR was 141% for the

quarter ended April 30, 2025 and continues

to meet regulatory requirements.

The Bank holds a variety of liquid assets

commensurate with its liquidity needs.

Most of these liquid assets also qualify as

HQLA under the OSFI LAR guideline.

LCR is expected to normalize as the

Bank targets more typical LCR levels,

though will remain elevated in the near-term

reflecting proceeds received from sale of

the equity investment in Schwab

15

. The average HQLA of the Bank for the

quarter ended April 30, 2025 was $383 billion

(January 31, 2025

– $382 billion), with

Level 1 assets representing 86%

(January 31, 2025 – 86%). The Bank’s reported

HQLA excludes excess HQLA from U.S.

Retail operations, as required by the

OSFI LAR guideline, to reflect liquidity

transfer considerations between U.S. Retail

and its affiliates as a result of the U.S. Federal

Reserve Board’s regulations. By

excluding excess HQLA, the U.S. Retail

LCR is effectively capped at 100% prior to total

Bank consolidation.

As described in the “How TD Manages Liquidity

Risk” section of the Bank’s 2024 MD&A, the Bank

manages its HQLA and other liquidity buffers to

the higher of

TD’s internal 90-day surplus requirement and its

target buffers over regulatory requirements including

those for LCR, NSFR, and the Net Cumulative

Cash Flow

metrics.

NET STABLE

FUNDING RATIO (NSFR)

The NSFR is a Basel III metric calculated as

the ratio of total available stable funding

(ASF) over total required stable funding (RSF)

in accordance with OSFI’s

LAR guideline. The Bank must maintain an

NSFR equal to or above 100% as required by

LAR. The Bank’s ASF comprises the Bank’s liability

and capital

instruments (including deposits and wholesale

funding). The assets that require

stable funding are based on the Bank’s on and off-balance

sheet activities and a

function of their liquidity characteristics and

the requirements of OSFI’s LAR guideline.

15

The Bank’s expectations regarding liquidity levels are based on the Bank’s assumptions

regarding certain factors, including product growth, strategic plans, pace of share repurchases

under the Bank’s normal course issuer bid (which is subject to financial forecasts and capital requirements).

The Bank’s assumptions are subject to inherent uncertainties and may vary

based on factors both within and outside the Bank’s control, including general market conditions, economic

outlooks and geopolitical matters. Refer to the “Risk Factors That May Affect

Future Results” section of this document for additional information about risks and uncertainties that may impact

the Bank’s estimates.

TD BANK GROUP • SECOND QUARTER 2025 • REPORT TO SHAREHOLDERS

Page 44

TABLE 39: NET STABLE FUNDING RATIO

1

(millions of Canadian dollars, except

as noted)

As at

April 30, 2025

Unweighted value by residual maturity

6 months to

No

Less than

less than

More than

Weighted

maturity

2

6 months

1 year

1 year

value

3

Available Stable Funding Item

Capital

$

122,551

$

n/a

$

n/a

$

10,389

$

132,939

Regulatory capital

122,551

n/a

n/a

10,389

132,939

Other capital instruments

n/a

n/a

n/a

Retail deposits and deposits from small business

customers:

459,830

72,185

38,790

30,515

558,601

Stable deposits

255,271

26,970

15,594

14,686

297,629

Less stable deposits

204,559

45,215

23,196

15,829

260,972

Wholesale funding:

260,044

413,059

79,733

234,773

448,421

Operational deposits

112,284

2,291

57,288

Other wholesale funding

147,760

410,768

79,733

234,773

391,133

Liabilities with matching interdependent assets

4

1,421

2,053

31,356

Other liabilities:

54,980

101,158

6,819

NSFR derivative liabilities

n/a

5,636

n/a

All other liabilities and equity not included

in the above categories

54,980

87,988

1,431

6,103

6,819

Total Available Stable Funding

$

1,146,780

Required Stable Funding Item

Total NSFR high-quality liquid assets

$

n/a

$

n/a

$

n/a

$

n/a

$

57,595

Deposits held at other financial institutions for

operational purposes

Performing loans and securities

118,231

255,628

118,885

659,819

768,381

Performing loans to financial institutions

secured by Level 1 HQLA

59,876

12,889

11,200

Performing loans to financial institutions

secured by non-Level 1

HQLA and unsecured performing loans to

financial institutions

73,881

6,336

10,176

21,393

Performing loans to non-financial corporate

clients, loans to retail

and small business customers, and loans

to sovereigns, central

banks and PSEs, of which:

40,113

64,508

43,726

293,647

341,817

With a risk weight of less than or equal

to 35% under the Basel II

standardized approach for credit risk

n/a

Performing residential mortgages, of which:

35,138

50,559

53,794

289,485

295,668

With a risk weight of less than or equal

to 35% under the Basel II

standardized approach for credit risk

35,138

50,559

53,794

289,485

295,668

Securities that are not in default and do not

qualify as HQLA,

including exchange-traded equities

42,980

6,804

2,140

66,511

98,303

Assets with matching interdependent liabilities

4

2,562

2,733

29,535

Other assets:

75,191

142,837

107,495

Physical traded commodities, including gold

18,064

n/a

n/a

n/a

15,616

Assets posted as initial margin for derivative

contracts and

contributions to default funds of CCPs

17,402

14,792

NSFR derivative assets

n/a

7,291

1,655

NSFR derivative liabilities before deduction

of variation margin

posted

n/a

21,484

1,074

All other assets not included in the above

categories

57,127

88,452

1,175

7,033

74,358

Off-balance sheet items

n/a

838,498

30,270

Total Required Stable Funding

$

963,741

Net Stable Funding Ratio

119

%

As at

October 31, 2024

Total Available Stable Funding

$

1,154,060

Total Required Stable Funding

994,567

Net Stable Funding Ratio

116

%

1

The NSFR is calculated in accordance with OSFI’s LAR guideline, which is reflective of liquidity-related

requirements published by the BCBS.

2

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

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

non-maturity deposits, short

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

3

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

OSFI LAR guideline.

4

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

adjusted to zero. Interdependent liabilities cannot fall due while the

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

be used for anything other than repaying the liability.

As such, the

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

Canada Mortgage Bonds Program and their corresponding

encumbered assets.

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

2025 is 119%

(October 31, 2024 – 116%) representing a surplus of $183 billion

and adherence to regulatory

requirements. The NSFR’s increase is predominantly

attributable to sale proceeds received

from the equity investment in Schwab.

TD BANK GROUP • SECOND QUARTER 2025 • REPORT TO SHAREHOLDERS

Page 45

FUNDING

The Bank has access to a variety of unsecured

and secured funding sources. The Bank’s

funding activities are conducted in accordance

with liquidity risk

management policies that require assets be

funded to the appropriate term and to a prudent

diversification profile.

The Bank’s primary approach to funding is

to maximize the use of deposits raised through

its personal,

wealth and business banking channels.

The deposits

raised from these sources were approximately

64

% (October 31, 2024 –

63

%) of the Bank’s total funding. Non-personal

deposit funding as reflected below does

not include the Bank’s Wholesale Banking deposits

(including Corporate & Investment Banking).

TABLE 40: SUMMARY OF DEPOSIT FUNDING

1

(millions of Canadian dollars)

As at

April 30

October 31

2025

2024

Personal

$

648,504

$

641,667

Non-personal

306,554

310,422

Total

$

955,058

$

952,089

1

The calculation methodology has been changed to reflect deposit funding from personal, wealth and business

banking channels.

WHOLESALE FUNDING

The Bank maintains various registered external

wholesale term (greater than 1 year) funding

programs to provide access to diversified

funding sources, including

asset securitization, covered bonds, and

unsecured wholesale debt. The Bank raises

term funding through Senior Notes, NHA

MBS, notes backed by credit card

receivables (Evergreen Credit Card Trust) and home equity

lines of credit (Genesis Trust II). The Bank’s wholesale

funding is diversified by geography, currency,

and funding types. The Bank raises short-term

(1 year or less) funding using certificates

of deposit, commercial paper, and up until June 28, 2024,

bankers’

acceptances.

The following table summarizes the registered

term funding and capital programs by geography, with the related

program size as at April 30,

2025.

Canada

United States

Europe

Capital Securities Program ($20 billion)

Canadian Senior Medium-Term Linked Notes

Program ($5 billion)

HELOC ABS Program (Genesis Trust II) ($7

billion)

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

Debt

Program (US$75 billion)

U.K. Financial Conduct Authority (FCA) Registered

Legislative Covered Bond Program ($100 billion)

FCA Registered Global Medium-Term Note Program

(US$40 billion)

The following table presents a breakdown of

the Bank’s term debt by currency and funding

type. Term funding as at April 30, 2025, was $185.6

billion

(October 31, 2024 – $184.5 billion).

Note that Table 41: Long-Term Funding and Table

42: Wholesale Funding do not include

any funding accessed via repurchase transactions

or securities financing.

TABLE 41: LONG-TERM FUNDING

1

As at

April 30

October 31

Long-term funding by currency

2025

2024

Canadian dollar

24

%

25

%

U.S. dollar

34

31

Euro

32

33

British pound

4

5

Other

6

6

Total

100

%

100

%

Long-term funding by type

Senior unsecured medium-term notes

51

%

51

%

Covered bonds

40

40

Mortgage securitization

2

7

7

Term asset-backed securities

2

2

Total

100

%

100

%

1

The table includes funding issued to external investors

only.

2

Mortgage securitization excludes the residential

mortgage trading business.

The Bank maintains depositor concentration

limits in respect of short-term wholesale

deposits so that it is not overly reliant

on individual depositors for funding.

The Bank further limits short-term wholesale

funding maturity concentration in an effort to

mitigate refinancing risk during a stress event.

TD BANK GROUP • SECOND QUARTER 2025 • REPORT TO SHAREHOLDERS

Page 46

The following table represents the remaining

maturity of various sources of funding outstanding

as at April 30,

2025 and October 31, 2024.

TABLE 42: WHOLESALE FUNDING

(millions of Canadian dollars)

As at

April 30

October 31

2025

2024

Less than

1 to 3

3 to 6

6 months

Up to 1

Over 1 to

Over

1 month

months

months

to 1 year

year

2 years

2 years

Total

Total

Deposits from banks

1

$

252

$

280

$

309

$

217

$

1,058

$

48

$

$

1,106

$

1,856

Bearer deposit notes

333

891

656

828

2,708

2,708

787

Certificates of deposit

11,007

20,228

32,262

30,754

94,251

174

94,425

101,168

Commercial paper

10,353

11,990

13,390

13,138

48,871

48,871

60,339

Covered bonds

10,349

9,767

20,116

22,529

31,614

74,259

75,399

Mortgage securitization

2

1,221

240

2,552

4,013

4,082

27,458

35,553

32,684

Legacy senior unsecured medium-term

notes

3

207

62

269

269

88

Senior unsecured medium-term notes

4

5,694

5,557

8,672

19,923

21,576

53,369

94,868

93,157

Subordinated notes and debentures

5

200

200

10,514

10,714

11,473

Term asset-backed

securitization

1,286

2,382

1,331

7,131

12,130

1,140

1,698

14,968

9,604

Other

6

37,892

7,756

7,961

780

54,389

1,031

3,245

58,665

70,951

Total

$

61,323

$

60,791

$

61,913

$

73,901

$

257,928

$

50,580

$

127,898

$

436,406

$

457,506

Of which:

Secured

$

10,591

$

20,845

$

8,464

$

19,451

$

59,351

$

27,751

$

60,773

$

147,875

$

153,855

Unsecured

50,732

39,946

53,449

54,450

198,577

22,829

67,125

288,531

303,651

Total

$

61,323

$

60,791

$

61,913

$

73,901

$

257,928

$

50,580

$

127,898

$

436,406

$

457,506

1

Only includes fixed-term commercial bank deposits.

2

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

trading business.

3

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

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

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

4

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

regime. Excludes $3.7 billion of structured notes subject to conversion under the “bail-in”

regime (October 31, 2024 – $4.4 billion).

5

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

management purposes.

6

Includes fixed-term deposits from non-bank institutions (unsecured) of $19.8 billion (October 31, 2024 – $17.3

billion) and the remaining are non-term deposits.

Excluding the Wholesale Banking residential

mortgage trading business, the Bank’s total

mortgage-backed securities issued to external

investors for the three and

six months ended April 30, 2025, was $1.3

billion and $2.3 billion, respectively (three

and six months ended April 30, 2024 – $0.7

billion and $0.8 billion,

respectively) and other asset-backed

securities issued for the three and six

months ended April 30, 2025, was nil and

$0.2 billion (three and six months ended

April 30, 2024 – nil). The Bank also issued

nil and $10.4

billion, respectively,

of unsecured medium-term notes for the three

and six months ended April 30, 2025

(three and six months ended April 30, 2024 –

$7.5 billion and $8.1 billion, respectively).

Covered bonds issued for the three and six

months ended April 30, 2025

was nil (three and six months ended April

30, 2024 – $10.2 billion and $14.7 billion,

respectively).

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

The following table summarizes on-balance

sheet and off-balance sheet categories by remaining

contractual maturity. Off-balance sheet commitments include

contractual obligations to make future payments

on certain lease-related commitments, certain

purchase obligations, and other liabilities.

The values of credit

instruments reported in the following

table represent the maximum amount of additional

credit that the Bank could be obligated to extend

should such instruments

be fully drawn or utilized. Since a significant

portion of guarantees and commitments

are expected to expire without being

drawn upon, the total of the contractual

amounts is not representative of expected future

liquidity requirements. These contractual

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

and long-term

liquidity and capital resource needs.

The maturity analysis presented does not depict

the degree of the Bank’s maturity transformation or

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

The

Bank’s objective is to fund its assets appropriately

to protect against borrowing cost volatility

and potential reductions to funding market

availability. The Bank

utilizes stable non-maturity deposits (chequing

and savings accounts) and term deposits

as the primary source of long-term funding

for the Bank’s non-trading

assets including personal and business

term loans and the stable balance of revolving

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

respect of

such non-trading assets and raises short

term funding primarily to finance trading assets.

The liquidity of trading assets under stressed

market conditions is

considered when determining the appropriate

term of the funding.

TD BANK GROUP • SECOND QUARTER 2025 • REPORT TO SHAREHOLDERS

Page 47

TABLE 43: REMAINING CONTRACTUAL MATURITY

(millions of Canadian dollars)

As at

April 30, 2025

No

Less than

1 to 3

3 to 6

6 to 9

9 months

Over 1 to

Over 2 to

Over

specific

1 month

months

months

months

to 1 year

2 years

5 years

5 years

maturity

Total

Assets

Cash and due from banks

$

5,501

$

$

$

$

$

$

$

$

$

5,501

Interest-bearing deposits with banks

137,234

266

179

2,065

139,744

Trading loans, securities, and other

1

3,703

4,631

4,810

4,133

4,282

16,411

27,981

31,113

97,938

195,002

Non-trading financial assets at fair

value through profit or loss

419

915

184

4

1,024

2,259

956

1,767

7,528

Derivatives

13,257

13,988

7,218

6,682

5,302

12,153

17,702

12,908

89,210

Financial assets designated at fair

value through profit or loss

377

461

340

209

330

1,420

1,837

1,534

6,508

Financial assets at fair value through

other comprehensive income

2,151

8,964

8,840

3,848

4,249

6,255

31,792

46,923

3,880

116,902

Debt securities at amortized cost,

net of allowances for credit losses

1,725

5,076

4,268

9,171

6,259

26,019

76,363

125,539

(3)

254,417

Securities purchased under

reverse repurchase agreements

2

135,050

34,602

26,874

7,746

9,348

527

63

2,266

216,476

Loans

Residential mortgages

1,498

7,644

14,934

14,054

17,954

88,138

120,399

51,677

316,298

Consumer instalment and other personal

1,637

3,621

5,445

4,903

7,494

31,156

82,065

35,419

62,263

234,003

Credit card

40,465

40,465

Business and government

56,288

19,021

18,152

15,713

14,658

46,369

95,650

59,170

29,204

354,225

Total loans

59,423

30,286

38,531

34,670

40,106

165,663

298,114

146,266

131,932

944,991

Allowance for loan losses

(8,613)

(8,613)

Loans, net of allowance for loan losses

59,423

30,286

38,531

34,670

40,106

165,663

298,114

146,266

123,319

936,378

Investment in Schwab

Goodwill

3

18,703

18,703

Other intangibles

3

3,167

3,167

Land, buildings, equipment, and other depreciable

assets, and right-of-use assets

3

1

1

12

8

80

661

3,014

5,934

9,711

Deferred tax assets

5,309

5,309

Amounts receivable from brokers, dealers, and clients

31,276

31,276

Other assets

6,056

2,594

827

742

2,754

241

304

260

14,664

28,442

Total assets

$

396,172

$

101,784

$

92,072

$

67,213

$

72,642

$

229,793

$

457,076

$

368,513

$

279,009

$

2,064,274

Liabilities

Trading deposits

$

2,708

$

2,360

$

3,469

$

2,785

$

2,789

$

4,901

$

7,330

$

2,419

$

$

28,761

Derivatives

14,941

12,611

6,177

6,213

5,836

9,483

15,411

12,813

83,485

Securitization liabilities at fair value

785

97

1,047

601

2,635

10,737

6,494

22,396

Financial liabilities designated at

fair value through profit or loss

51,291

39,269

50,315

28,192

24,464

174

4

216

193,925

Deposits

4,5

Personal

11,699

23,881

27,788

25,494

18,574

16,462

14,013

2

510,591

648,504

Banks

18,702

7,413

6,893

644

3

1

11,293

44,949

Business and government

22,984

29,497

12,957

11,122

15,613

45,649

64,750

23,628

348,095

574,295

Total deposits

53,385

60,791

47,638

37,260

34,187

62,111

78,766

23,631

869,979

1,267,748

Obligations related to securities sold short

1

1,419

5,117

1,076

583

2,066

7,278

13,851

10,534

1,629

43,553

Obligations related to securities sold under repurchase

agreements

2

167,674

13,944

1,722

619

1,455

164

26

1,798

187,402

Securitization liabilities at amortized cost

436

143

718

186

1,447

4,983

5,245

13,158

Amounts payable to brokers, dealers, and clients

31,584

523

32,107

Insurance contract liabilities

211

402

603

603

636

1,118

1,745

769

835

6,922

Other liabilities

11,657

9,744

6,288

2,778

1,455

1,881

1,875

5,482

6,852

48,012

Subordinated notes and debentures

200

10,514

10,714

Equity

126,091

126,091

Total liabilities and equity

$

335,070

$

145,459

$

117,528

$

80,798

$

73,675

$

91,192

$

134,728

$

77,901

$

1,007,923

$

2,064,274

Off-balance sheet commitments

Credit and liquidity commitments

6,7

$

23,761

$

31,442

$

31,959

$

23,186

$

20,492

$

53,728

$

173,913

$

4,563

$

1,958

$

365,002

Other commitments

8

178

118

233

322

286

931

1,593

408

43

4,112

Unconsolidated structured entity commitments

28

118

806

628

401

357

2,338

Total off-balance sheet commitments

$

23,967

$

31,678

$

32,998

$

24,136

$

21,179

$

55,016

$

175,506

$

4,971

$

2,001

$

371,452

1

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

2

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

3

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

4

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

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

5

Includes $

74

billion of covered bonds with remaining contractual maturities of $

10

billion in ‘over 1 to 3 months’, $

10

billion in ‘over 9 months to 1 year, $

22

billion in ‘over 1 to 2 years’,

$

26

billion in ‘over 2 to 5 years’, and $

6

billion in ‘over 5 years’.

6

Includes $

653

million in commitments to extend credit to private equity investments.

7

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

at the Bank’s discretion at any time.

8

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

lease-related payments

.

TD BANK GROUP • SECOND QUARTER 2025 • REPORT TO SHAREHOLDERS

Page 48

TABLE 43: REMAINING CONTRACTUAL MATURITY

(continued)

(millions of Canadian dollars)

As at

October 31, 2024

No

Less than

1 to 3

3 to 6

6 to 9

9 months

Over 1 to

Over 2 to

Over

specific

1 month

months

months

months

to 1 year

2 years

5 years

5 years

maturity

Total

Assets

Cash and due from banks

$

6,437

$

$

$

$

$

$

$

$

$

6,437

Interest-bearing deposits with banks

165,665

23

4,242

169,930

Trading loans, securities, and other

1

3,773

4,852

6,777

4,852

4,729

11,756

28,458

27,484

83,089

175,770

Non-trading financial assets at fair value through

profit or loss

2

301

1,431

96

702

810

694

1,833

5,869

Derivatives

11,235

12,059

5,501

4,257

2,587

10,485

17,773

14,164

78,061

Financial assets designated at fair value through

profit or loss

367

251

486

613

292

1,144

1,865

1,399

6,417

Financial assets at fair value through other comprehensive

income

357

7,284

6,250

6,459

9,367

5,766

19,729

34,270

4,415

93,897

Debt securities at amortized cost, net of allowance

for credit losses

1,620

4,237

4,763

6,367

4,072

30,513

93,429

126,617

(3)

271,615

Securities purchased under reverse repurchase

agreements

2

134,310

35,360

19,897

10,119

5,299

1,722

482

1,028

208,217

Loans

Residential mortgages

7,502

11,817

13,066

16,074

4,353

86,112

132,381

60,344

331,649

Consumer instalment and other personal

974

1,758

2,509

4,077

6,137

28,498

88,052

35,096

61,281

228,382

Credit card

40,639

40,639

Business and government

55,591

15,405

10,866

19,340

18,982

47,488

98,362

61,904

29,035

356,973

Total loans

64,067

28,980

26,441

39,491

29,472

162,098

318,795

157,344

130,955

957,643

Allowance for loan losses

(8,094)

(8,094)

Loans, net of allowance for loan losses

64,067

28,980

26,441

39,491

29,472

162,098

318,795

157,344

122,861

949,549

Investment in Schwab

9,024

9,024

Goodwill

3

18,851

18,851

Other intangibles

3

3,044

3,044

Land, buildings, equipment, other depreciable

assets, and right-of-use assets

3

8

1

4

12

81

562

3,130

6,039

9,837

Deferred tax assets

4,937

4,937

Amounts receivable from brokers, dealers, and clients

22,115

22,115

Other assets

6,556

2,478

2,989

556

367

373

312

153

14,397

28,181

Total assets

$

416,502

$

95,534

$

73,406

$

74,149

$

56,293

$

224,640

$

482,215

$

365,255

$

273,757

$

2,061,751

Liabilities

Trading deposits

$

4,522

$

2,516

$

2,768

$

2,101

$

3,715

$

5,488

$

7,566

$

1,736

$

$

30,412

Derivatives

9,923

11,556

5,740

3,319

2,783

8,800

12,877

13,370

68,368

Securitization liabilities at fair value

1,004

328

644

97

3,313

9,443

5,490

20,319

Financial liabilities designated at

fair value through profit or loss

50,711

25,295

51,967

40,280

37,964

1,477

220

207,914

Deposits

4,5

Personal

14,229

31,997

30,780

16,971

19,064

15,120

15,590

7

497,909

641,667

Banks

14,714

4,287

2,434

16,343

6,954

3

12,963

57,698

Business and government

23,536

24,136

11,295

19,038

9,020

37,681

76,667

24,144

343,798

569,315

Total deposits

52,479

60,420

44,509

52,352

35,038

52,801

92,260

24,151

854,670

1,268,680

Obligations related to securities sold short

1

1,431

2,392

750

971

603

8,303

10,989

12,610

1,466

39,515

Obligations related to securities sold under repurchase

agreements

2

173,741

21,172

2,096

1,036

30

1,225

23

2,577

201,900

Securitization liabilities at amortized cost

119

589

819

438

144

1,843

4,823

3,590

12,365

Amounts payable to brokers, dealers, and clients

26,598

26,598

Insurance-related liabilities

224

448

671

671

705

1,184

1,656

727

883

7,169

Other liabilities

12,396

14,478

7,279

1,114

876

1,886

1,421

5,608

6,820

51,878

Subordinated notes and debentures

200

11,273

11,473

Equity

115,160

115,160

Total liabilities and equity

$

332,144

$

139,870

$

116,927

$

103,126

$

81,955

$

86,320

$

141,058

$

78,555

$

981,796

$

2,061,751

Off-balance sheet commitments

Credit and liquidity commitments

6,7

$

31,198

$

28,024

$

26,127

$

24,731

$

21,440

$

52,706

$

174,388

$

4,743

$

1,948

$

365,305

Other commitments

8

113

266

270

400

254

1,019

1,591

403

50

4,366

Unconsolidated structured entity commitments

125

766

490

19

1,400

Total off-balance sheet commitments

$

31,311

$

28,290

$

26,397

$

25,256

$

22,460

$

54,215

$

175,998

$

5,146

$

1,998

$

371,071

1

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

2

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

3

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

4

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

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

5

Includes $

75

billion of covered bonds with remaining contractual maturities of $

2

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

10

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

18

billion in ‘over 1 to

2 years’, $

37

billion in ‘over 2 to 5 years’, and $

8

billion in ‘over 5 years’.

6

Includes $

609

million in commitments to extend credit to private equity investments.

7

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

at the Bank’s discretion at any time.

8

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

payments.

TD BANK GROUP • SECOND QUARTER 2025 • REPORT TO SHAREHOLDERS

Page 49

ISSB – IFRS S1 and IFRS S2

On April 23, 2025, Canadian Securities Administrators

(CSA) announced that it is pausing its

work on the development of a new mandatory

climate-related

disclosure rule that is based on the two standards

issued by the Canadian Sustainability

Standards Board (CSSB). The CSSB standards

are based on the

international sustainability standards issued

by the International Sustainability Standards

Board (ISSB). They set out the disclosure requirements

for financially

material information about sustainability and

climate-related risks and opportunities

to meet investor information needs.

For these standards to become mandatory

requirements in Canada, they would need

to be incorporated into a CSA rule. The Bank

continues to assess the impact of adopting these

standards and to monitor

developments from various standard setters

and regulators.

SECURITIZATION AND

OFF-BALANCE SHEET ARRANGEMENTS

The Bank enters into securitization and off-balance

sheet arrangements in the normal course of

operations. The Bank is involved with

structured entities (SEs) that

it sponsors, as well as entities sponsored

by third parties. Refer to “Securitization and

Off-Balance Sheet Arrangements”

section, Note 9: Transfers of Financial

Assets and Note 10: Structured Entities of

the Bank’s 2024 Annual Report for further details.

There have been no significant changes

to the Bank’s securitization

and off-balance sheet arrangements during the quarter

ended April 30, 2025.

Securitization of Third-Party Originated

Assets

Significant Unconsolidated Special Purpose

Entities

The Bank securitizes third-party originated

assets through Bank-sponsored SEs, including

its Canadian multi-seller conduits which are

not consolidated. These

Canadian multi-seller conduits securitize

Canadian originated third-party assets.

The Bank administers these multi-seller

conduits and provides liquidity facilities

as

well as securities distribution services; it

may also provide credit enhancements.

TD’s total potential exposure to loss through the

provision of liquidity facilities for

multi-seller conduits was $20.7 billion as

at April 30, 2025 (October 31, 2024

– $16.8 billion). As at April 30, 2025,

the Bank had funded exposure of $18.3 billion

under such liquidity facilities relating

to outstanding issuances of asset-backed

commercial paper (October 31, 2024 – $15.4

billion).

ACCOUNTING POLICIES AND ESTIMATES

The Bank’s

unaudited Interim Consolidated Financial

Statements have been prepared in accordance

with IFRS. For details of the Bank’s

accounting policies under

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

quarter 2025 Interim Consolidated Financial

Statements and 2024 Annual

Consolidated Financial Statements. For

details of the Bank’s significant accounting

judgments, estimates, and assumptions

under IFRS, refer to Note 3 of the Bank’s

second quarter 2025

Interim

Consolidated Financial Statements and the Bank’s

2024

Annual Consolidated Financial Statements.

CURRENT CHANGES IN ACCOUNTING

POLICIES

There were no new accounting policies adopted

by the Bank for the three and six months ended

April 30, 2025.

ACCOUNTING JUDGMENTS, ESTIMATES,

AND ASSUMPTIONS

The estimates used in the Bank’s accounting

policies are essential to understanding its

results of operations and financial condition.

Some of the Bank’s policies

require subjective, complex judgments and

estimates as they relate to matters

that are inherently uncertain. Changes in these judgments

or estimates and

changes to accounting standards and policies

could have a materially adverse impact

on the Bank’s Interim Consolidated Financial Statements.

The Bank has

established procedures to ensure that accounting

policies are applied consistently and that

the processes for changing methodologies,

determining estimates, and

adopting new accounting standards are well-controlled

and occur in an appropriate and systematic

manner.

Impairment – Expected Credit Loss Model

The ECL model requires the application of judgments,

estimates,

and assumptions in the assessment of the

current and forward-looking economic

environment.

There remains elevated economic uncertainty, and management

continues to exercise expert credit judgment

in assessing if an exposure has experienced

significant increase in credit risk since initial

recognition and in determining the amount

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

fully incorporated into the model calculations,

temporary quantitative and qualitative adjustments

have been applied,

including for risks related to elevated

uncertainty associated with policy and trade,

and such adjustments will be updated as appropriate

in future quarters.

FUTURE CHANGES IN ACCOUNTING

POLICIES

There were no new accounting standards

or amendments issued during the three and

six months ended April 30, 2025. Refer to

Note 4 of the Bank’s 2024 Annual

Consolidated Financial Statements for a description

of future changes in accounting policies.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL

REPORTING

During the most recent interim period, there have

been no changes in the Bank’s policies and

procedures and other processes that

comprise its internal control

over financial reporting, that have materially affected,

or are reasonably likely to materially

affect, the Bank’s internal control over financial

reporting. Refer to

Note 2 and Note 3 of the Bank’s second quarter 2025

Interim Consolidated Financial Statements

for further information regarding the Bank’s changes

to

accounting policies, procedures, and estimates.

TD BANK GROUP • SECOND QUARTER 2025 • REPORT TO SHAREHOLDERS

Page 50

GLOSSARY

Financial and Banking Terms

Adjusted Results:

Non-GAAP financial measures

used to assess each of the

Bank’s businesses and to measure the Bank’s overall

performance. To arrive at

adjusted results, the Bank adjusts for “items

of note”, from reported results. The

items of note relate to items which management

does not believe are indicative

of underlying business performance.

Allowance for Credit Losses:

Represent expected credit losses (ECLs)

on

financial assets, including any off-balance sheet

exposures, at the balance

sheet date. Allowance for credit losses consists

of Stage 3 allowance for

impaired financial assets and Stage 2 and

Stage 1 allowance for performing

financial assets and off-balance sheet instruments.

The allowance is increased

by the provision for credit losses,

decreased by write-offs net of recoveries and

disposals,

and impacted by foreign exchange.

Amortized Cost:

The amount at which a financial asset or

financial liability is

measured at initial recognition minus principal

repayments, plus or minus the

cumulative amortization, using EIRM, of any

differences between the initial

amount and the maturity amount, and

minus any reduction for impairment.

Assets under Administration (AUA):

Assets that are beneficially owned by

customers where the Bank provides services

of an administrative nature, such

as the collection of investment income and

the placing of trades on behalf of the

clients (where the client has made his or

her own investment selection). The

majority of these assets are not reported on

the Bank’s Consolidated Balance

Sheet.

Assets under Management (AUM):

Assets that are beneficially owned by

customers, managed by the Bank, where

the Bank has discretion to make

investment selections on behalf of the

client (in accordance with an investment

policy). In addition to the TD family of mutual

funds, the Bank manages assets

on behalf of individuals, pension funds, corporations,

institutions, endowments

and foundations. These assets are not reported

on the Bank’s Consolidated

Balance Sheet. Some assets under management

that are also administered by

the Bank are included in assets under administration.

Asset-Backed Commercial Paper (ABCP):

A form of commercial paper that is

collateralized by other financial assets.

Institutional investors usually purchase

such instruments in order to diversify their assets

and generate short-term

gains.

Asset-Backed Securities (ABS):

A security whose value and income

payments are derived from and collateralized

(or “backed”) by a specified pool

of underlying assets.

Average Common Equity:

Average common equity for the business

segments

reflects the average allocated capital. The

Bank’s methodology for allocating

capital to its business segments is largely aligned

with the common equity

capital requirements under Basel III.

Average Interest-Earning Assets:

A non-GAAP financial measure that depicts

the Bank’s financial position, and is calculated

as the average carrying value of

deposits with banks, loans and securities based

on daily balances for the period

ending October 31 in each fiscal year.

Basic Earnings per Share (EPS)

: A performance measure calculated by

dividing net income attributable to common

shareholders by the weighted

average number of common shares outstanding

for the period. Adjusted basic

EPS is calculated in the same manner using

adjusted net income.

Basis Points

(bps):

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

change is equal to

100 basis points.

Book Value per Share:

A measure calculated by dividing common

shareholders’

equity by number of common shares at the

end of the period.

Carrying Value:

The value at which an asset or liability

is carried at on the

Consolidated Balance Sheet.

Catastrophe Claims:

Insurance claims that relate to any single

event that

occurred in the period, for which the aggregate

insurance claims are equal to

or greater than an internal threshold of $5

million before reinsurance. The

Bank’s internal threshold may change from time

to time.

Collateralized Mortgage Obligation (CMO):

They are collateralized debt

obligations consisting of mortgage-backed

securities that are separated and

issued as different classes of mortgage pass-through

securities with different

terms, interest rates, and risks. CMOs by private

issuers are collectively

referred to as non-agency CMOs.

Common Equity Tier 1 (CET1) Capital:

This is a primary Basel III capital

measure comprised mainly of common equity, retained earnings and

qualifying

non-controlling interest in subsidiaries. Regulatory

deductions made to arrive

at the CET1 Capital include goodwill

and intangibles, unconsolidated

investments in banking, financial, and insurance

entities, deferred tax assets,

defined benefit pension fund assets, and

shortfalls in allowances.

Common Equity Tier 1 (CET1) Capital Ratio:

CET1 Capital ratio represents

the predominant measure of capital adequacy

under Basel III

and equals CET1 Capital divided by RWA.

Compound Annual Growth Rate (CAGR):

A measure of growth over multiple

time periods from the initial investment value

to the ending investment value

assuming that the investment has been compounding

over the time period.

Credit Valuation Adjustment (CVA):

CVA represents a capital charge that

measures credit risk due to default of derivative

counterparties. This charge

requires banks to capitalize for the potential

changes in counterparty credit

spread for the derivative portfolios.

Diluted EPS:

A performance measure calculated by dividing

net income

attributable to common shareholders by the

weighted average number of

common shares outstanding adjusting

for the effect of all potentially dilutive

common shares. Adjusted diluted EPS is

calculated in the same manner using

adjusted net income.

Dividend Payout Ratio:

A ratio represents the percentage of Bank’s earnings

being paid to common shareholders in

the form of dividends and is calculated

by dividing common dividends by net income

available to common

shareholders. Adjusted dividend payout ratio

is calculated in the same manner

using adjusted net income.

Dividend Yield:

A ratio calculated as the dividend per

common share for the

year divided by the daily average closing

stock price during the year.

Effective Income Tax Rate:

A rate and performance indicator calculated

by

dividing the provision for income taxes as a percentage

of net income before

taxes. Adjusted effective income tax rate is calculated

in the same manner

using adjusted results.

Effective Interest Rate (EIR):

The rate that discounts expected future cash

flows for the expected life of the financial instrument

to its carrying value. The

calculation takes into account the contractual

interest rate, along with any fees

or incremental costs that are directly

attributable to the instrument and all other

premiums or discounts.

Effective Interest Rate Method (EIRM):

A technique for calculating the actual

interest rate in a period based on the amount

of a financial instrument’s book

value at the beginning of the accounting period.

Under EIRM,

the effective

interest rate, which is a key component of

the calculation, discounts the

expected future cash inflows and outflows expected

over the life of a financial

instrument.

TD BANK GROUP • SECOND QUARTER 2025 • REPORT TO SHAREHOLDERS

Page 51

Efficiency Ratio:

The efficiency ratio measures operating efficiency and

is

calculated by taking the non-interest expenses

as a percentage of total revenue.

A lower ratio indicates a more efficient business

operation. Adjusted efficiency

ratio is calculated in the same manner using

adjusted non-interest expenses

and total revenue.

Enhanced Disclosure Task Force (EDTF):

Established by the Financial

Stability Board in May 2012, comprised of

banks, analysts, investors, and

auditors, with the goal of enhancing the risk

disclosures of banks and other

financial institutions.

Expected Credit Losses (ECLs):

ECLs are the probability-weighted present

value of expected cash shortfalls over

the remaining expected life of the

financial instrument and considers reasonable

and supportable information

about past events, current conditions, and forecasts

of future events and

economic conditions that impact the Bank’s

credit risk assessment.

Fair Value:

The price that would be received to sell an

asset or paid to transfer

a liability in an orderly transaction between

market participants at the

measurement date, under current market

conditions.

Fair value through other comprehensive

income (FVOCI):

Under IFRS 9, if

the asset passes the contractual cash

flows test (named SPPI), the business

model assessment determines how the instrument

is classified. If the instrument

is being held to collect contractual cash flows,

that is, if it is not expected to be

sold, it is measured as amortized cost. If the

business model for the instrument

is to both collect contractual cash flows and

potentially sell the asset, it is

measured at FVOCI.

Fair value through profit or loss (FVTPL):

Under IFRS 9, the classification is

dependent on two tests, a contractual

cash flow test (named SPPI) and a

business model assessment. Unless the

asset meets the requirements of both

tests, it is measured at fair value with all

changes in fair value reported in profit

or loss.

Federal Deposit Insurance Corporation

(FDIC):

A U.S. government

corporation which provides deposit insurance

guaranteeing the safety of a

depositor’s accounts in member banks.

The FDIC also examines and

supervises certain financial institutions for

safety and soundness, performs

certain consumer-protection functions, and

manages banks in receiverships

(failed banks).

Forward Contracts:

Over-the-counter contracts between two parties

that oblige

one party to the contract to buy and the other

party to sell an asset for a fixed

price at a future date.

Futures:

Exchange-traded contracts to buy or

sell a security at a predetermined

price on a specified future date.

Hedging:

A risk management technique intended

to mitigate the Bank’s

exposure to fluctuations in interest rates,

foreign currency exchange rates, or

other market factors. The elimination or

reduction of such exposure is

accomplished by engaging in capital markets

activities to establish offsetting

positions.

Impaired Loans:

Loans where, in management’s opinion,

there has been a

deterioration of credit quality to the extent

that the Bank no longer has

reasonable assurance as to the timely collection

of the full amount of principal

and interest.

Loss Given Default (LGD):

It is the amount of the loss the Bank

would likely

incur when a borrower defaults on a loan,

which is expressed as a percentage

of exposure at default.

Mark-to-Market (MTM):

A valuation that reflects current market rates

as at the

balance sheet date for financial instruments

that are carried at fair value.

Master Netting Agreements:

Legal agreements between two parties

that have

multiple derivative contracts with each other

that provide for the net settlement

of all contracts through a single payment, in

a single currency, in the event of

default or termination of any one contract.

Net Corporate Expenses:

Non-interest expenses related to corporate

service

and control groups which are not allocated to a

business segment.

Net Interest Margin:

A non-GAAP ratio calculated as net interest

income as a

percentage of average interest-earning assets

to measure performance. This

metric is an indicator of the profitability of

the Bank’s earning assets less the

cost of funding. Adjusted net interest

margin is calculated in the same manner

using adjusted net interest income.

Non-Viability Contingent Capital (NVCC):

Instruments (preferred shares and

subordinated debt) that contain a feature or

a provision that allows the financial

institution to either permanently convert these

instruments into common shares

or fully write-down the instrument, in the event

that the institution is no longer

viable.

Notional:

A reference amount on which payments

for derivative financial

instruments are based.

Office of the Superintendent of Financial

Institutions Canada (OSFI):

The

regulator of Canadian federally chartered

financial institutions and federally

administered pension plans.

Options:

Contracts in which the writer of the option grants

the buyer the future

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

security, exchange rate, interest

rate, or other financial instrument or commodity

at a predetermined price at or

by a specified future date.

Price-Earnings Ratio:

A ratio calculated by dividing the closing

share price by

EPS based on a trailing four quarters to indicate

market performance.

Adjusted

price-earnings ratio is calculated in the

same manner using adjusted EPS.

Probability of Default (PD):

It is the likelihood that a borrower will not

be able

to meet its scheduled repayments.

Provision for Credit Losses (PCL):

Amount added to the allowance for credit

losses to bring it to a level that management

considers adequate to reflect

expected credit-related losses on its

portfolio.

Return on Common Equity (ROE):

The consolidated Bank ROE is calculated

as net income available to common shareholders

as a percentage of average

common shareholders’

equity,

utilized in assessing the Bank’s use of equity.

ROE for the business segments is calculated

as the segment net income

attributable to common shareholders as a percentage

of average allocated

capital. Adjusted ROE is calculated in

the same manner using adjusted net

income.

Return on Risk-weighted Assets:

Net income available to common

shareholders as a percentage of average risk-weighted

assets.

Return on Tangible Common Equity (ROTCE):

A non-GAAP financial

measure calculated as reported net income

available to common shareholders

after adjusting for the after-tax amortization

of acquired intangibles,

which are

treated as an item of note, as a percentage of average

Tangible common

equity. Adjusted ROTCE is calculated in the same manner using

adjusted net

income.

Both measures can be utilized in assessing

the Bank’s use of equity.

Risk-Weighted Assets (RWA):

Assets calculated by applying a regulatory

risk-weight factor to on and off-balance sheet

exposures. The risk-weight

factors are established by the OSFI to

convert on and off-balance sheet

exposures to a comparable risk level.

Securitization:

The process by which financial assets,

mainly loans, are

transferred to structures,

which normally issue a series of asset-backed

securities to investors to fund the purchase

of loans.

Solely Payments of Principal and Interest

(SPPI):

Contractual cash flows of

a financial asset that are consistent with a

basic lending arrangement.

Swaps:

Contracts that involve the exchange of fixed

and floating interest rate

payment obligations and currencies on a notional

principal for a specified

period of time.

TD BANK GROUP • SECOND QUARTER 2025 • REPORT TO SHAREHOLDERS

Page 52

Tangible common equity (TCE):

A non-GAAP financial measure calculated

as

common shareholders’ equity less goodwill,

imputed goodwill, and intangibles

on an investment in Schwab and TD

Ameritrade and other acquired intangible

assets, net of related deferred tax liabilities.

It can be utilized in assessing the

Bank’s use of equity.

Taxable Equivalent Basis (TEB):

A calculation method (not defined in GAAP)

that increases revenues and the provision

for income taxes on certain tax-

exempt securities to an equivalent before-tax

basis to facilitate comparison of

net interest income from both taxable and

tax-exempt sources.

Tier 1 Capital Ratio:

Tier 1 Capital represents the more permanent

forms of

capital, consisting primarily of common

shareholders’

equity, retained earnings,

preferred shares and innovative instruments.

Tier 1 Capital ratio is calculated as

Tier 1 Capital divided by RWA.

Total Capital Ratio:

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

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

Total Shareholder Return (TSR):

The total return earned on an investment

in

TD’s common shares. The return measures the

change in shareholder value,

assuming dividends paid are reinvested in

additional shares.

Trading-Related Revenue:

A non-GAAP financial measure that is

the total of

trading income (loss), net interest income on

trading positions, and income from

financial instruments designated at FVTPL

that are managed within a trading

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

Banking segment is

also a non-GAAP financial measure and is

calculated in the same manner,

including TEB adjustments. Both are used

for measuring trading performance.

Value-at-Risk (VaR):

A metric used to monitor and control overall

risk levels

and to calculate the regulatory capital required

for market risk in trading

activities. VaR measures the adverse impact that potential changes

in market

rates and prices could have on the value

of a portfolio over a specified period of

time.

TD BANK GROUP • SECOND QUARTER 2025 • REPORT TO SHAREHOLDERS

Page 53

INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

INTERIM CONSOLIDATED BALANCE

SHEET

(unaudited)

(As at and in millions of Canadian dollars)

April 30, 2025

October 31, 2024

ASSETS

Cash and due from banks

$

5,501

$

6,437

Interest-bearing deposits with banks

139,744

169,930

145,245

176,367

Trading loans, securities, and other

(Note 4)

195,002

175,770

Non-trading financial assets at fair value through profit or

loss

(Note 4)

7,528

5,869

Derivatives

(Note 4)

89,210

78,061

Financial assets designated at fair value through profit or

loss

(Note 4)

6,508

6,417

Financial assets at fair value through other comprehensive income

(Note 4)

116,902

93,897

415,150

360,014

Debt securities at amortized cost, net of allowance for

credit losses (Notes 4, 5)

254,417

271,615

Securities purchased under reverse repurchase agreements

216,476

208,217

Loans (Notes 4, 6)

Residential mortgages

316,298

331,649

Consumer instalment and other personal

234,003

228,382

Credit card

40,465

40,639

Business and government

354,225

356,973

944,991

957,643

Allowance for loan losses

(Note 6)

(8,613)

(8,094)

Loans, net of allowance for loan losses

936,378

949,549

Other

Investment in Schwab

(Note 7)

9,024

Goodwill

18,703

18,851

Other intangibles

3,167

3,044

Land, buildings, equipment, other depreciable assets and

right-of-use assets

9,711

9,837

Deferred tax assets

5,309

4,937

Amounts receivable from brokers, dealers, and clients

31,276

22,115

Other assets

(Note 8)

28,442

28,181

96,608

95,989

Total assets

$

2,064,274

$

2,061,751

LIABILITIES

Trading deposits

(Notes 4, 9)

$

28,761

$

30,412

Derivatives

(Note 4)

83,485

68,368

Securitization liabilities at fair value

(Note 4)

22,396

20,319

Financial liabilities designated at fair value through

profit or loss

(Notes 4, 9)

193,925

207,914

328,567

327,013

Deposits (Notes 4, 9)

Personal

648,504

641,667

Banks

44,949

57,698

Business and government

574,295

569,315

1,267,748

1,268,680

Other

Obligations related to securities sold short

(Note 4)

43,553

39,515

Obligations related to securities sold under repurchase agreements

187,402

201,900

Securitization liabilities at amortized cost

(Note 4)

13,158

12,365

Amounts payable to brokers, dealers, and clients

32,107

26,598

Insurance contract liabilities

6,922

7,169

Other liabilities

(Note 10)

48,012

51,878

331,154

339,425

Subordinated notes and debentures (Notes 4, 11)

10,714

11,473

Total liabilities

1,938,183

1,946,591

EQUITY

Shareholders’ Equity

Common shares

(Note 12)

25,136

25,373

Preferred shares and other equity instruments

(Note 12)

11,138

10,888

Treasury – common shares

(Note 12)

(26)

(17)

Treasury – preferred shares and other

equity instruments

(Note 12)

(28)

(18)

Contributed surplus

199

204

Retained earnings

78,640

70,826

Accumulated other comprehensive income (loss)

11,032

7,904

Total equity

126,091

115,160

Total liabilities and equity

$

2,064,274

$

2,061,751

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

TD BANK GROUP • SECOND QUARTER 2025 • REPORT TO SHAREHOLDERS

Page 54

INTERIM CONSOLIDATED STATEMENT OF INCOME

(unaudited)

(millions of Canadian dollars, except

as noted)

For the three months ended

For the six months ended

April 30

April 30

April 30

April 30

2025

2024

2025

2024

Interest income

1

(Note 19)

Loans

$

12,602

$

13,154

$

26,069

$

26,149

Reverse repurchase agreements

2,368

2,914

4,974

5,852

Securities

Interest

4,398

5,122

9,100

10,398

Dividends

848

680

1,371

1,228

Deposits with banks

1,366

1,126

2,940

2,182

21,582

22,996

44,454

45,809

Interest expense (Note 19)

Deposits

9,923

11,490

21,146

22,974

Securitization liabilities

205

259

433

516

Subordinated notes and debentures

145

99

280

193

Repurchase agreements and short sales

2,746

3,390

5,736

6,595

Other

438

293

868

578

13,457

15,531

28,463

30,856

Net interest income

8,125

7,465

15,991

14,953

Non-interest income

Investment and securities services

2,006

1,872

4,020

3,617

Credit fees

419

494

838

1,063

Trading income (loss)

992

744

2,297

1,669

Service charges

680

657

1,366

1,311

Card services

704

703

1,477

1,465

Insurance revenue

1,876

1,665

3,746

3,341

Other income (loss)

(Notes 5, 6, 7)

8,135

219

7,251

114

14,812

6,354

20,995

12,580

Total revenue

22,937

13,819

36,986

27,533

Provision for (recovery of) credit losses

(Note 6)

1,341

1,071

2,553

2,072

Insurance service expenses

1,417

1,248

2,924

2,614

Non-interest expenses

Salaries and employee benefits

4,485

4,250

9,135

8,564

Occupancy, including depreciation

499

474

1,011

942

Technology and equipment, including depreciation

699

616

1,388

1,254

Amortization of other intangibles

194

168

381

353

Communication and marketing

427

394

768

719

Restructuring charges

(Note 17)

163

165

163

456

Brokerage-related and sub-advisory fees

133

125

262

255

Professional, advisory and outside services

957

655

1,850

1,220

Other

582

1,554

1,251

2,668

8,139

8,401

16,209

16,431

Income before income taxes and share

of net income from investment

in Schwab

12,040

3,099

15,300

6,416

Provision for (recovery of) income taxes

985

729

1,683

1,363

Share of net income from investment

in Schwab (Note 7)

74

194

305

335

Net income

11,129

2,564

13,922

5,388

Preferred dividends and distributions

on other equity instruments

200

190

286

264

Net income attributable to common shareholders

$

10,929

$

2,374

$

13,636

$

5,124

Earnings per share

(Canadian dollars)

(Note 16)

Basic

$

6.28

$

1.35

$

7.81

$

2.90

Diluted

6.27

1.35

7.81

2.89

Dividends per common share

(Canadian dollars)

1.05

1.02

2.10

2.04

1

Includes $

19,285

million and $

40,031

million for the three and six months ended April 30, 2025, respectively (three and six months ended April

30, 2024 – $

20,659

million and

$

41,158

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

(EIRM).

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

TD BANK GROUP • SECOND QUARTER 2025 • REPORT TO SHAREHOLDERS

Page 55

INTERIM CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

(unaudited)

(millions of Canadian dollars)

For the three months ended

For the six months ended

April 30

April 30

April 30

April 30

2025

2024

2025

2024

Net income

$

11,129

$

2,564

$

13,922

$

5,388

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)

(338)

(42)

(204)

297

Reclassification to earnings of net loss/(gain)

(3)

(3)

6

(9)

Changes in allowance for credit losses recognized

in earnings

2

1

(1)

Income taxes relating to:

Change in unrealized gain/(loss)

84

12

49

(73)

Reclassification to earnings of net loss/(gain)

2

2

4

5

(253)

(31)

(144)

219

Net change in unrealized foreign currency

translation gain/(loss) on

investments in foreign operations, net

of hedging activities

Unrealized gain/(loss)

(6,146)

3,058

(927)

(825)

Reclassification to earnings of net loss/(gain)

(533)

(533)

Net gain/(loss) on hedges

4,090

(1,966)

514

466

Reclassification to earnings of net loss/(gain)

on hedges

799

799

Income taxes relating to:

Net gain/(loss) on hedges

(1,138)

544

(145)

(132)

Reclassification to earnings of net loss/(gain)

on hedges

(220)

(220)

(3,148)

1,636

(512)

(491)

Net change in gain/(loss) on derivatives

designated as cash flow hedges

Change in gain/(loss)

2,464

(517)

3,953

(242)

Reclassification to earnings of loss/(gain)

(218)

(1,246)

(1,402)

1,194

Income taxes relating to:

Change in gain/(loss)

(714)

149

(1,095)

60

Reclassification to earnings of loss/(gain)

109

328

390

(330)

1,641

(1,286)

1,846

682

Share of other comprehensive income (loss)

from investment in Schwab

2,208

(56)

1,870

826

Items that will not be subsequently reclassified

to net income

Remeasurement gain/(loss) on employee

benefit plans

Gain/(loss)

(40)

(30)

(17)

(257)

Income taxes

11

8

6

71

(29)

(22)

(11)

(186)

Change in net unrealized gain/(loss)

on equity securities designated at

fair value through other comprehensive income

Change in net unrealized gain/(loss)

49

45

63

245

Income taxes

(13)

(11)

(16)

(65)

36

34

47

180

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)

39

54

29

Income taxes

(11)

(15)

(8)

28

39

21

Total other comprehensive income (loss)

483

314

3,117

1,230

Total comprehensive income (loss)

$

11,612

$

2,878

$

17,039

$

6,618

Attributable to:

Common shareholders

$

11,412

$

2,688

$

16,753

$

6,354

Preferred shareholders and other equity instrument

holders

200

190

286

264

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

TD BANK GROUP • SECOND QUARTER 2025 • REPORT TO SHAREHOLDERS

Page 56

INTERIM CONSOLIDATED STATEMENT

OF CHANGES IN EQUITY

(unaudited)

(millions of Canadian dollars)

For the three months ended

For the six months ended

April 30, 2025

April 30, 2024

April 30, 2025

April 30, 2024

Common shares (Note 12)

Balance at beginning of period

$

25,528

$

25,318

$

25,373

$

25,434

Proceeds from shares issued on exercise of stock options

44

24

69

66

Shares issued as a result of dividend reinvestment plan

132

130

269

Purchase of shares for cancellation and other

(436)

(217)

(436)

(512)

Balance at end of period

25,136

25,257

25,136

25,257

Preferred shares and other equity instruments (Note 12)

Balance at beginning of period

11,138

10,853

10,888

10,853

Issuance of shares and other equity instruments

750

Redemption of shares and other equity instruments

(350)

(500)

(350)

Balance at end of period

11,138

10,503

11,138

10,503

Treasury – common shares (Note 12)

Balance at beginning of period

(38)

(58)

(17)

(64)

Purchase of shares

(2,880)

(2,154)

(6,384)

(5,250)

Sale of shares

2,892

2,188

6,375

5,290

Balance at end of period

(26)

(24)

(26)

(24)

Treasury – preferred shares and other equity instruments (Note 12)

Balance at beginning of period

(51)

(27)

(18)

(65)

Purchase of shares and other equity instruments

(267)

(153)

(1,387)

(251)

Sale of shares and other equity instruments

290

172

1,377

308

Balance at end of period

(28)

(8)

(28)

(8)

Contributed surplus

Balance at beginning of period

189

172

204

155

Net premium (discount) on sale of treasury instruments

1

5

(11)

18

Issuance of stock options, net of options exercised

3

8

3

13

Other

6

(1)

3

(2)

Balance at end of period

199

184

199

184

Retained earnings

Balance at beginning of period

71,718

72,347

70,826

73,008

Impact of reclassification of securities supporting insurance operations

related to the adoption of IFRS 17

1

(10)

Net income attributable to equity instrument holders

11,129

2,564

13,922

5,388

Common dividends

(1,815)

(1,795)

(3,651)

(3,602)

Preferred dividends and distributions on other equity instruments

(200)

(190)

(286)

(264)

Share and other equity instrument issue expenses

(2)

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

equity instruments

(Note 12)

(2,135)

(1,002)

(2,135)

(2,430)

Remeasurement gain/(loss) on employee benefit plans

(29)

(22)

(11)

(186)

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

other comprehensive income

(28)

2

(23)

Balance at end of period

78,640

71,904

78,640

71,904

Accumulated other comprehensive income (loss)

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

Balance at beginning of period

(99)

(163)

(208)

(413)

Impact of reclassification of securities supporting insurance operations

related to the adoption of IFRS 17

1

10

Other comprehensive income (loss)

(255)

(31)

(145)

210

Allowance for credit losses

2

1

(1)

Balance at end of period

(352)

(194)

(352)

(194)

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

other comprehensive income:

Balance at beginning of period

46

19

35

(127)

Other comprehensive income (loss)

8

36

24

180

Reclassification of loss/(gain) to retained earnings

28

(2)

23

Balance at end of period

82

53

82

53

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

(29)

(77)

(22)

(38)

Other comprehensive income (loss)

28

39

21

Balance at end of period

(1)

(38)

(1)

(38)

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

operations, net of hedging activities:

Balance at beginning of period

15,529

10,550

12,893

12,677

Other comprehensive income (loss)

(3,148)

1,636

(512)

(491)

Balance at end of period

12,381

12,186

12,381

12,186

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

Balance at beginning of period

(2,719)

(3,504)

(2,924)

(5,472)

Other comprehensive income (loss)

1,641

(1,286)

1,846

682

Balance at end of period

(1,078)

(4,790)

(1,078)

(4,790)

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

(3,051)

(3,051)

Total accumulated other comprehensive income

11,032

4,166

11,032

4,166

Total equity

$

126,091

$

111,982

$

126,091

$

111,982

1

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

of IFRS 17.

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

TD BANK GROUP • SECOND QUARTER 2025 • REPORT TO SHAREHOLDERS

Page 57

INTERIM CONSOLIDATED STATEMENT

OF CASH FLOWS

(unaudited)

(millions of Canadian dollars)

For the three months ended

For the six months ended

April 30

April 30

April 30

April 30

2025

2024

2025

2024

Cash flows from (used in) operating activities

Net income

$

11,129

$

2,564

$

13,922

$

5,388

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

activities

Gain on sale of Schwab shares

(Note 7)

(9,159)

(9,159)

Provision for (recovery of) credit losses

(Note 6)

1,341

1,071

2,553

2,072

Depreciation

340

324

685

638

Amortization of other intangibles

194

168

381

353

Net securities loss/(gain)

(Note 5)

282

66

1,202

60

Share of net income from investment in Schwab

(Note 7)

(74)

(194)

(305)

(335)

Deferred taxes

(457)

(730)

(527)

(797)

Changes in operating assets and liabilities

Interest receivable and payable

(Notes 8, 10)

(608)

206

(845)

370

Securities sold under repurchase agreements

(6,454)

18,110

(14,498)

25,385

Securities purchased under reverse repurchase agreements

5,643

(6,643)

(8,259)

(1,389)

Securities sold short

(2,533)

(4,730)

4,038

(6,516)

Trading loans, securities, and other

3,853

(4,826)

(19,232)

(14,256)

Loans net of securitization and sales

27,634

(24,876)

10,510

(34,289)

Deposits

(21,175)

23,104

(2,583)

5,822

Derivatives

3,143

(5,947)

3,968

3,294

Non-trading financial assets at fair value through profit or

loss

(718)

1,339

(1,659)

1,694

Financial assets and liabilities designated at fair value through

profit or loss

(16,984)

8,038

(14,080)

(4,132)

Securitization liabilities

1,721

1,333

2,870

3,102

Current taxes

1,822

(1,048)

241

520

Brokers, dealers, and clients amounts receivable and

payable

327

(1,053)

(3,652)

(2,267)

Other, including unrealized foreign currency

translation loss/(gain)

12,471

(995)

(4,112)

452

Net cash from (used in) operating activities

11,738

5,281

(38,541)

(14,831)

Cash flows from (used in) financing activities

Issuance of subordinated notes and debentures

(Note 11)

17

1,750

2,129

1,750

Redemption or repurchase of subordinated notes and

debentures

(Note 11)

(2,927)

(18)

(2,994)

(42)

Common shares issued, net of issuance costs

(Note 12)

40

22

62

59

Repurchase of common shares, including tax on net value

of share repurchases

(Note 12)

(2,571)

(1,219)

(2,571)

(2,942)

Preferred shares and other equity instruments issued,

net of issuance costs

(Note 12)

748

Redemption of preferred shares and other equity instruments

(Note 12)

(350)

(500)

(350)

Sale of treasury shares and other equity instruments

(Note 12)

3,183

2,365

7,741

5,616

Purchase of treasury shares and other equity instruments

(Note 12)

(3,147)

(2,307)

(7,771)

(5,501)

Dividends paid on shares and distributions paid on other equity

instruments

(2,015)

(1,853)

(3,807)

(3,597)

Repayment of lease liabilities

(340)

(158)

(509)

(325)

Net cash from (used in) financing activities

(7,760)

(1,768)

(7,472)

(5,332)

Cash flows from (used in) investing activities

Interest-bearing deposits with banks

(9,911)

(10,894)

29,129

10,242

Activities in financial assets at fair value through other comprehensive

income

Purchases

(21,836)

(6,325)

(42,813)

(13,626)

Proceeds from maturities

9,817

5,137

18,123

8,445

Proceeds from sales

1,530

377

2,370

1,115

Activities in debt securities at amortized cost

Purchases

(22,204)

(2,462)

(29,337)

(5,700)

Proceeds from maturities

13,422

8,825

26,012

17,532

Proceeds from sales

4,183

2,108

21,935

2,606

Net purchases of land, buildings, equipment, other depreciable

assets, and other intangibles

(436)

(425)

(933)

(896)

Net cash acquired from divestitures

(Note 7)

20,627

20,627

70

Net cash from (used in) investing activities

(4,808)

(3,659)

45,113

19,788

Effect of exchange rate changes on cash and

due from banks

(221)

121

(36)

(38)

Net increase (decrease) in cash and due from banks

(1,051)

(25)

(936)

(413)

Cash and due from banks at beginning of period

6,552

6,333

6,437

6,721

Cash and due from banks at end of period

$

5,501

$

6,308

$

5,501

$

6,308

Supplementary disclosure of cash flows from operating

activities

Amount of income taxes paid (refunded) during the period

$

1,466

$

1,590

$

2,787

$

2,172

Amount of interest paid during the period

13,978

15,232

29,456

30,410

Amount of interest received during the period

20,647

22,223

43,231

44,505

Amount of dividends received during the period

721

683

1,347

1,359

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

TD BANK GROUP • SECOND QUARTER 2025 • REPORT TO SHAREHOLDERS

Page 58

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

NOTE 1: NATURE OF OPERATIONS

CORPORATE INFORMATION

The Toronto-Dominion Bank is a bank chartered under the

Bank Act (Canada)

. The shareholders of a bank are not, as

shareholders, liable for any liability, act, or

default of the bank except as otherwise provided

under the

Bank Act (Canada)

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

as

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

was formed through the amalgamation on

February 1, 1955,

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

Dominion Bank (chartered in 1869). The Bank

is incorporated and domiciled in Canada

with its registered and principal business

offices located at 66 Wellington

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

operating in a number of locations in key

financial centres around the globe:

Canadian Personal and Commercial

Banking, U.S. Retail, Wealth Management and

Insurance, and Wholesale Banking.

BASIS OF PREPARATION

The accompanying Interim Consolidated

Financial Statements have been prepared

on a condensed basis in accordance with

International Accounting Standards

34,

Interim Financial Reporting

(IAS 34), as issued by the International

Accounting Standards Board (IASB) and

with the accounting policies as described in

Note 2

of the Bank’s 2024 Annual Consolidated Financial

Statements, including the accounting requirements

of the Office of the Superintendent of Financial

Institutions

Canada (OSFI), which were consistently

applied to all periods presented, except

for any new accounting standards adopted

as described

below in Note 2. The

Interim Consolidated Financial Statements

are presented in Canadian dollars, unless

otherwise indicated.

Certain comparative amounts have been

revised to conform with the presentation adopted

in the current period.

The preparation of the Interim Consolidated

Financial Statements requires that management

make judgments, estimates, and assumptions

regarding the

reported amount of assets, liabilities, revenue

and expenses, and disclosure of contingent

assets and liabilities, as further described in

Note 3 of the Bank’s 2024

Annual Consolidated Financial Statements

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

amounts as future confirming events

occur.

The Bank’s Interim Consolidated Financial Statements

have been prepared using uniform accounting

policies for like transactions and events in

similar

circumstances. All intercompany transactions,

balances,

and unrealized gains and losses on

transactions are eliminated on consolidation.

The Interim Consolidated Financial Statements

for the three and six months ended April 30,

2025, were approved and authorized

for issue by the Bank’s Board

of Directors, in accordance with a recommendation

of the Audit Committee, on May 21, 2025.

As the Interim Consolidated Financial Statements

do not include all of the disclosures normally

provided in the Annual Consolidated Financial

Statements, they

should be read in conjunction with the Bank’s 2024

Annual Consolidated Financial Statements

and the accompanying Notes, and

the shaded sections of the 2024

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

The risk management policies and procedures

of the Bank are provided in the MD&A.

The shaded sections of

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

this report,

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

part of these Interim Consolidated Financial

Statements, as permitted by IFRS.

NOTE 2: CURRENT AND FUTURE

CHANGES IN ACCOUNTING POLICIES

CURRENT CHANGES IN ACCOUNTING

POLICIES

There were no new accounting policies adopted

by the Bank for the three and six months ended

April 30, 2025.

FUTURE CHANGES IN ACCOUNTING POLICIES

There were no new accounting standards

or amendments issued during the three and

six months ended April 30, 2025. Refer to

Note 4 of the Bank’s 2024 Annual

Consolidated Financial Statements for a description

of future changes in accounting policies.

NOTE 3: SIGNIFICANT ACCOUNTING

JUDGMENTS, ESTIMATES, AND ASSUMPTIONS

The estimates used in the Bank’s accounting policies

are essential to understanding its results

of operations and financial condition. Some

of the Bank’s policies

require subjective, complex judgments and

estimates as they relate to matters

that are inherently uncertain. Changes in these judgments

or estimates and

changes to accounting standards and policies

could have a materially adverse impact on

the Bank’s Interim Consolidated Financial

Statements. The Bank has

established procedures to ensure that accounting

policies are applied consistently and that the

processes for changing methodologies,

determining estimates, and

adopting new accounting standards are well-controlled

and occur in an appropriate and systematic

manner. Refer to Note 3 of the Bank’s 2024

Annual

Consolidated Financial Statements for a description

of significant accounting judgments, estimates,

and assumptions.

Impairment – Expected Credit Loss Model

The expected credit loss (ECL) model requires

the application of judgments, estimates,

and assumptions in the assessment of the

current and forward-looking

economic environment. There remains elevated

economic uncertainty, and management continues to exercise

expert credit judgment in assessing if an

exposure

has experienced significant increase in credit

risk since initial recognition and in determining

the amount of ECLs at each reporting date.

To the extent that certain

effects are not fully incorporated into the model

calculations, temporary quantitative and qualitative

adjustments have been applied,

including for risks related to

elevated uncertainty associated with policy and

trade, and such adjustments will be updated

as appropriate in future quarters.

TD BANK GROUP • SECOND QUARTER 2025 • REPORT TO SHAREHOLDERS

Page 59

NOTE 4: FAIR VALUE MEASUREMENTS

There have been no significant changes to

the Bank’s approach and methodologies used

to determine fair value measurements for

the three and six months

ended April 30, 2025.

(a)

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

The following table reflects the fair value

of the Bank’s financial assets and liabilities not

carried at fair value.

Financial Assets and Liabilities not carried

at Fair Value

1

(millions of Canadian dollars)

As at

April 30, 2025

October 31, 2024

Carrying

Fair

Carrying

Fair

value

value

value

value

FINANCIAL ASSETS

Debt securities at amortized cost, net of allowance

for credit losses

Government and government-related

securities

$

199,347

$

196,246

$

206,815

$

202,667

Other debt securities

55,070

54,366

64,800

63,509

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

254,417

250,612

271,615

266,176

Total loans, net of allowance for loan losses

936,378

939,442

949,549

949,227

Total financial assets not carried at fair value

$

1,190,795

$

1,190,054

$

1,221,164

$

1,215,403

FINANCIAL LIABILITIES

Deposits

$

1,267,748

$

1,278,412

$

1,268,680

$

1,266,562

Securitization liabilities at amortized

cost

13,158

13,024

12,365

12,123

Subordinated notes and debentures

10,714

10,784

11,473

11,628

Total financial liabilities not carried at fair value

$

1,291,620

$

1,302,220

$

1,292,518

$

1,290,313

1

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

TD BANK GROUP • SECOND QUARTER 2025 • REPORT TO SHAREHOLDERS

Page 60

(b)

FAIR VALUE HIERARCHY

The following table presents the levels within

the fair value hierarchy for each of the assets

and liabilities measured at fair value on a

recurring basis as at

April 30, 2025 and October 31, 2024.

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

(millions of Canadian dollars)

As at

April 30, 2025

October 31, 2024

Level 1

Level 2

Level 3

Total

Level 1

Level 2

Level 3

Total

FINANCIAL ASSETS AND COMMODITIES

Trading loans, securities, and other

1

Government and government-related securities

Canadian government debt

Federal

$

5,823

$

6,263

$

$

12,086

$

691

$

9,551

$

$

10,242

Provinces

5,978

5,978

6,398

6,398

U.S. federal, state, municipal governments,

and agencies debt

3,023

19,432

22,455

18,861

18,861

Other OECD

2

government-guaranteed debt

583

8,369

8,952

9,722

9,722

Mortgage-backed securities

937

937

1,352

1,352

Other debt securities

Canadian issuers

6,260

4

6,264

6,611

12

6,623

Other issuers

14,808

2

14,810

15,845

14

15,859

Equity securities

75,466

91

28

75,585

68,682

34

12

68,728

Trading loans

25,664

25,664

23,518

23,518

Commodities

21,381

889

22,270

13,504

962

14,466

Retained interests

1

1

1

1

106,276

88,692

34

195,002

82,877

92,855

38

175,770

Non-trading financial assets at fair value

through profit or loss

Securities

388

2,684

1,253

4,325

391

1,188

1,233

2,812

Loans

3,203

3,203

3,057

3,057

388

5,887

1,253

7,528

391

4,245

1,233

5,869

Derivatives

Interest rate contracts

3

10,188

11

10,202

2

15,440

15,442

Foreign exchange contracts

1

65,191

65,192

47

51,001

13

51,061

Credit contracts

18

18

6

6

Equity contracts

155

7,830

7,985

64

6,167

6,231

Commodity contracts

798

4,994

21

5,813

548

4,756

17

5,321

957

88,221

32

89,210

661

77,370

30

78,061

Financial assets designated at

fair value through profit or loss

Securities

1

6,508

6,508

6,417

6,417

6,508

6,508

6,417

6,417

Financial assets at fair value through other

comprehensive income

Government and government-related securities

Canadian government debt

Federal

176

15,920

16,096

18,139

18,139

Provinces

22,529

22,529

21,270

21,270

U.S. federal, state, municipal governments,

and agencies debt

3,443

42,334

45,777

35,197

35,197

Other OECD government-guaranteed debt

7,050

7,050

1,679

1,679

Mortgage-backed securities

2,042

2,042

2,137

2,137

Other debt securities

Asset-backed securities

7,417

7,417

1,384

1,384

Corporate and other debt

11,972

11,972

9,439

7

9,446

Equity securities

1,067

3

2,808

3,878

1,058

2

3,355

4,415

Loans

141

141

230

230

4,686

109,408

2,808

116,902

1,058

89,477

3,362

93,897

Securities purchased under reverse

repurchase agreements

6,950

6,950

10,488

10,488

FINANCIAL LIABILITIES

Trading deposits

28,377

384

28,761

29,907

505

30,412

Derivatives

Interest rate contracts

3

7,933

92

8,028

3

13,283

158

13,444

Foreign exchange contracts

2

58,660

1

58,663

30

40,936

12

40,978

Credit contracts

1,517

1,517

403

403

Equity contracts

9,089

131

9,220

7,974

24

7,998

Commodity contracts

905

5,111

41

6,057

673

4,845

27

5,545

910

82,310

265

83,485

706

67,441

221

68,368

Securitization liabilities at fair value

22,396

22,396

20,319

20,319

Financial liabilities designated at fair value

through profit or loss

193,924

1

193,925

207,890

24

207,914

Obligations related to securities sold short

1

14,273

29,280

43,553

1,783

37,732

39,515

Obligations related to securities sold

under repurchase agreements

8,133

8,133

9,736

9,736

1

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

not yet purchased (short positions).

2

Organisation for Economic Co-operation and Development (OECD).

TD BANK GROUP • SECOND QUARTER 2025 • REPORT TO SHAREHOLDERS

Page 61

(c)

TRANSFERS BETWEEN FAIR VALUE HIERARCHY LEVELS FOR ASSETS

AND LIABILITIES MEASURED AT FAIR VALUE ON A RECURRING BASIS

The Bank’s policy is to record transfers of assets

and liabilities between the different levels of

the fair value hierarchy using the fair values

as at the end of each

reporting period. Assets and liabilities are

transferred between Level 1 and Level 2

depending on whether there is sufficient frequency

and volume in an active

market.

During the three months ended April 30, 2025,

the Bank transferred $

1,660

million of trading loans, securities, and

other, $

3,584

million of financial assets at fair

value through other comprehensive income

(FVOCI), and $

1,856

million of obligations related to securities

sold short from Level 2 to Level 1. During

the three

months ended April 30, 2025, there were no

significant transfers from Level 1 to Level

  1. There were no significant transfers between

Level 1 and Level 2 during

the three months ended April 30, 2024.

During the six months ended April 30, 2025,

the Bank transferred $

1,972

million of trading loans, securities, and other, $

3,586

million of financial assets at FVOCI,

and $

910

million of obligations related to securities

sold short from Level 2 to Level 1. During the

six months ended April 30, 2025, there were

no significant

transfers from Level 1 to Level 2. There were

no significant transfers between Level

1 and Level 2 during the six months ended

April 30, 2024.

There were no significant transfers between

Level 2 and Level 3 during the three and

six months ended April 30, 2025 and April 30,

2024.

There were no significant changes to the unobservable

inputs and sensitivities for assets and liabilities

classified as Level 3 during the three and

six months ended

April 30, 2025, and April 30, 2024.

TD BANK GROUP • SECOND QUARTER 2025 • REPORT TO SHAREHOLDERS

Page 62

(d)

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

The following tables set out changes in fair

value of all assets and liabilities measured

at fair value using significant Level 3 unobservable

inputs for the three and

six months ended April 30, 2025 and April 30,

2024.

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

(millions of Canadian dollars)

Change in

unrealized

Fair

Total realized and

Fair

gains

value as at

unrealized gains (losses)

Movements

1

Transfers

value as at

(losses) on

February 1

Included

Included

Purchases/

Sales/

Into

Out of

April 30

instruments

2025

in income

2

in OCI

3,4

Issuances

Settlements

Level 3

Level 3

2025

still held

5

FINANCIAL ASSETS

Trading loans, securities,

and other

Other debt securities

$

11

$

$

$

$

(7)

$

2

$

$

6

$

Equity securities

8

20

28

19

20

(7)

2

34

Non-trading financial

assets at fair value

through profit or loss

Securities

1,287

(40)

39

(20)

(13)

1,253

(43)

1,287

(40)

39

(20)

(13)

1,253

(43)

Financial assets at fair value

through other

comprehensive income

Other debt securities

3

(3)

(3)

Equity securities

3,174

3

1

(370)

2,808

(357)

$

3,177

$

$

3

$

1

$

(373)

$

$

$

2,808

$

(360)

FINANCIAL LIABILITIES

Trading deposits

6

$

(459)

$

24

$

$

(52)

$

103

$

$

$

(384)

$

27

Derivatives

7

Interest rate contracts

(155)

74

(81)

68

Foreign exchange contracts

21

(23)

(1)

2

(1)

(8)

Equity contracts

(29)

(98)

(4)

(131)

(95)

Commodity contracts

(4)

(16)

(20)

(12)

(167)

(63)

(1)

(2)

(233)

(47)

Financial liabilities designated

at fair value

through profit or loss

(1)

7

(7)

(1)

7

Change in

unrealized

Fair

Total realized and

Fair

gains

value as at

unrealized gains (losses)

Movements

1

Transfers

value as at

(losses) on

November 1

Included

Included

Purchases/

Sales/

Into

Out of

April 30

instruments

2024

in income

2

in OCI

4

Issuances

Settlements

Level 3

Level 3

2025

still held

5

FINANCIAL ASSETS

Trading loans, securities,

and other

Other debt securities

$

26

$

$

$

$

(22)

$

2

$

$

6

$

Equity securities

12

1

22

(7)

28

38

1

22

(29)

2

34

Non-trading financial

assets at fair value

through profit or loss

Securities

1,233

(14)

54

(37)

30

(13)

1,253

(30)

1,233

(14)

54

(37)

30

(13)

1,253

(30)

Financial assets at fair value

through other

comprehensive income

Other debt securities

7

(7)

Equity securities

3,355

3

3

(553)

2,808

$

3,362

$

$

3

$

3

$

(560)

$

$

$

2,808

$

FINANCIAL LIABILITIES

Trading deposits

6

$

(505)

$

28

$

$

(124)

$

217

$

$

$

(384)

$

34

Derivatives

7

Interest rate contracts

(158)

67

10

(81)

70

Foreign exchange contracts

1

(16)

3

9

2

(1)

(5)

Equity contracts

(24)

(103)

(2)

(2)

(131)

(102)

Commodity contracts

(10)

(10)

(20)

(9)

(191)

(62)

11

7

2

(233)

(46)

Financial liabilities designated

at fair value

through profit or loss

(24)

6

(14)

31

(1)

6

1

Includes foreign exchange.

2

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

Statement of Income.

3

Other comprehensive income.

4

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

to Note 5 for further details.

5

Changes in unrealized gains/losses on financial assets at FVOCI are recognized in accumulated other comprehensive

income (AOCI).

6

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

7

Consists of derivative assets of $

32

million (January 31, 2025/February 1, 2025 – $

38

million; October 31, 2024/November 1, 2024 – $

30

million) and derivative liabilities of $

265

million

(January 31, 2025/February 1, 2025 – $

205

million; October 31, 2024/November 1, 2024 – $

221

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

TD BANK GROUP • SECOND QUARTER 2025 • REPORT TO SHAREHOLDERS

Page 63

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

(millions of Canadian dollars)

Change in

unrealized

Fair

Total realized and

Fair

gains

value as at

unrealized gains (losses)

Movements

1

Transfers

value as at

(losses) on

February 1

Included

Included

Purchases/

Sales/

Into

Out of

April 30

instruments

2024

in income

2

in OCI

3

Issuances

Settlements

Level 3

Level 3

2024

still held

4

FINANCIAL ASSETS

Trading loans, securities,

and other

Government and government-

related securities

$

34

$

$

$

$

(34)

$

$

$

$

Other debt securities

61

(2)

18

(4)

5

(49)

29

(1)

Equity securities

7

2

9

(1)

102

(2)

20

(38)

5

(49)

38

(2)

Non-trading financial

assets at fair value

through profit or loss

Securities

1,079

49

33

(10)

(1)

1,150

45

1,079

49

33

(10)

(1)

1,150

45

Financial assets at fair value

through other

comprehensive income

Other debt securities

26

(1)

(11)

14

3

Equity securities

2,142

(2)

122

45

2,307

(13)

$

2,168

$

$

(3)

$

122

$

34

$

$

$

2,321

$

(10)

FINANCIAL LIABILITIES

Trading deposits

5

$

(1,039)

$

34

$

$

(18)

$

97

$

$

16

$

(910)

$

44

Derivatives

6

Interest rate contracts

(137)

(18)

7

(148)

(10)

Foreign exchange contracts

(1)

(1)

1

(6)

(7)

(1)

Equity contracts

(28)

5

(1)

1

(23)

4

Commodity contracts

(10)

(14)

30

6

8

(176)

(28)

37

(6)

1

(172)

1

Financial liabilities designated

at fair value through profit

or loss

(24)

(37)

(79)

66

(74)

(37)

Change in

unrealized

Fair

Total realized and

Fair

gains

value as at

unrealized gains (losses)

Movements

1

Transfers

value as at

(losses) on

November 1

Included

Included

Purchases/

Sales/

Into

Out of

April 30

instruments

2023

in income

2

in OCI

3

Issuances

Settlements

Level 3

Level 3

2024

still held

4

FINANCIAL ASSETS

Trading loans, securities,

and other

Government and government-

related securities

$

67

$

$

$

$

(67)

$

$

$

$

Other debt securities

65

1

90

(85)

7

(49)

29

(2)

Equity securities

10

(1)

2

(2)

9

142

92

(154)

7

(49)

38

(2)

Non-trading financial

assets at fair value

through profit or loss

Securities

980

62

124

(15)

(1)

1,150

62

980

62

124

(15)

(1)

1,150

62

Financial assets at fair value

through other

comprehensive income

Other debt securities

27

(4)

3

(12)

14

Equity securities

2,377

(12)

128

(186)

2,307

(11)

$

2,404

$

$

(16)

$

131

$

(198)

$

$

$

2,321

$

(11)

FINANCIAL LIABILITIES

Trading deposits

5

$

(985)

$

10

$

$

(74)

$

118

$

$

21

$

(910)

$

2

Derivatives

6

Interest rate contracts

(126)

(41)

19

(148)

(23)

Foreign exchange contracts

(6)

1

1

(6)

3

(7)

(2)

Equity contracts

(21)

(1)

(1)

(1)

1

(23)

(1)

Commodity contracts

(1)

(4)

11

6

(5)

(154)

(45)

30

(7)

4

(172)

(31)

Financial liabilities designated

at fair value

through profit or loss

(22)

1

(133)

80

(74)

1

Includes foreign exchange.

2

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

Statement of Income.

3

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

to Note 5 for further details.

4

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

5

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

6

Consists of derivative assets of $

20

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

10

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

22

million) and derivative liabilities of $

192

million

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

186

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

176

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

TD BANK GROUP • SECOND QUARTER 2025 • REPORT TO SHAREHOLDERS

Page 64

NOTE 5: SECURITIES

(a)

UNREALIZED SECURITIES GAINS (LOSSES)

The following table summarizes the unrealized

gains and losses as at April 30, 2025

and October 31, 2024.

Unrealized Gains (Losses) for Securities

at Fair Value Through Other Comprehensive Income

(millions of Canadian dollars)

As at

April 30, 2025

October 31, 2024

Cost/

Gross

Gross

Cost/

Gross

Gross

amortized

unrealized

unrealized

Fair

amortized

unrealized

unrealized

Fair

cost

1

gains

(losses)

value

cost

1

gains

(losses)

value

Government and government-related

securities

Canadian government debt

Federal

$

16,286

$

11

$

(201)

$

16,096

$

18,281

$

17

$

(159)

$

18,139

Provinces

22,577

58

(106)

22,529

21,263

77

(70)

21,270

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

agencies debt

45,991

23

(237)

45,777

35,371

22

(196)

35,197

Other OECD government-guaranteed debt

7,054

3

(7)

7,050

1,687

1

(9)

1,679

Mortgage-backed securities

2,018

27

(3)

2,042

2,125

17

(5)

2,137

93,926

122

(554)

93,494

78,727

134

(439)

78,422

Other debt securities

Asset-backed securities

7,477

1

(61)

7,417

1,397

1

(14)

1,384

Corporate and other debt

11,972

66

(66)

11,972

9,419

77

(50)

9,446

19,449

67

(127)

19,389

10,816

78

(64)

10,830

Total debt securities

113,375

189

(681)

112,883

89,543

212

(503)

89,252

Equity securities

Common shares

3,222

254

(81)

3,395

3,810

176

(72)

3,914

Preferred shares

551

103

(171)

483

632

29

(160)

501

3,773

357

(252)

3,878

4,442

205

(232)

4,415

Total securities at fair value through

other comprehensive income

$

117,148

$

546

$

(933)

$

116,761

$

93,985

$

417

$

(735)

$

93,667

1

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

(b)

EQUITY SECURITIES DESIGNATED AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME

The Bank designated certain equity securities

at FVOCI.

The following table summarizes the fair

value of equity securities designated at

FVOCI as at

April 30, 2025 and October 31, 2024, and dividend

income recognized on these securities

for the three and six months ended April 30,

2025 and April 30, 2024.

Equity Securities Designated at Fair Value Through

Other Comprehensive Income

(millions of Canadian dollars)

As at

For the three months ended

For the six months ended

April 30, 2025

October 31, 2024

April 30, 2025

April 30, 2024

April 30, 2025

April 30, 2024

Fair value

Dividend income recognized

Dividend income recognized

Common shares

$

3,395

$

3,914

$

88

$

48

$

115

$

65

Preferred shares

483

501

35

38

74

77

Total

$

3,878

$

4,415

$

123

$

86

$

189

$

142

The Bank disposed of certain equity securities

in line with the Bank’s investment strategy

and disposed of Federal Home Loan Bank (FHLB)

stock in accordance

with FHLB member stockholding requirements,

as follows:

Equity Securities Net Realized Gains

(Losses)

(millions of Canadian dollars)

For the three months ended

For the six months ended

April 30, 2025

April 30, 2024

April 30, 2025

April 30, 2024

Equity Securities

Fair value

$

62

$

73

$

126

$

115

Cumulative realized gain/(loss)

(26)

(1)

(20)

(1)

FHLB Stock

Fair value

219

4

537

163

Cumulative realized gain/(loss)

(c)

DEBT SECURITIES NET REALIZED GAINS

(LOSSES)

The Bank disposed of certain debt securities

measured at amortized cost and FVOCI

during the quarter.

The following table summarizes the net realized

gains

and losses on securities disposed of during

the three and six months ended April 30, 2025

and April 30, 2024, which are included in

Other income (loss) on the

Interim Consolidated Statement of Income.

Debt Securities Net Realized Gains (Losses)

1

(millions of Canadian dollars)

For the three months ended

For the six months ended

April 30, 2025

April 30, 2024

April 30, 2025

April 30, 2024

Debt securities at amortized cost

$

(285)

$

(69)

$

(1,196)

$

(69)

Debt securities at fair value through other

comprehensive income

3

3

(6)

9

Total

$

(282)

$

(66)

$

(1,202)

$

(60)

1

Includes $

284

million (US$

199

million) and $

1,207

million (US$

848

million), respectively, for the three and six months

ended April 30, 2025 (three and six months ended April 30, 2024 –

nil

) of pre-tax losses on debt securities related to the balance sheet restructuring initiative undertaken in the U.S.

Retail segment. Refer to Note 26 of the Bank’s 2024 Annual

Consolidated Financial Statements for additional information regarding the asset limitation on TD’s two

U.S. bank subsidiaries. As of May 21, 2025, the Bank has sold additional debt

securities during the third quarter of fiscal 2025, resulting in approximately $

247

million (US$

178

million) of additional pre-tax losses on debt securities.

TD BANK GROUP • SECOND QUARTER 2025 • REPORT TO SHAREHOLDERS

Page 65

(d)

CREDIT QUALITY OF DEBT SECURITIES

The Bank evaluates non-retail credit risk

on an individual borrower basis, using both

a borrower risk rating (BRR) and facility

risk rating, as detailed in the shaded

area of the “Managing Risk” section of the 2024

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

exposures, including debt securities.

The following table provides the gross carrying

amounts of debt securities measured at amortized

cost and debt securities at FVOCI by internal

risk rating for credit

risk management purposes, presenting

separately those debt securities that are

subject to Stage 1, Stage 2, and Stage 3

allowances. Refer to the “Allowance

for

Credit Losses” table in Note 6 for details regarding

the allowance and provision for credit losses

on debt securities.

Debt Securities by Risk Rating

(millions of Canadian dollars)

As at

April 30, 2025

October 31, 2024

Stage 1

Stage 2

Stage 3

Total

Stage 1

Stage 2

Stage 3

Total

Debt securities

1

Investment grade

$

366,430

$

$

n/a

2

$

366,430

$

360,272

$

$

n/a

$

360,272

Non-investment grade

704

112

n/a

816

439

91

n/a

530

Watch and classified

n/a

57

n/a

57

n/a

68

n/a

68

Default

n/a

n/a

n/a

n/a

Total debt securities

367,134

169

367,303

360,711

159

360,870

Allowance for credit losses on debt securities

at amortized cost

3

3

3

3

Total debt securities, net of

allowance

$

367,131

$

169

$

$

367,300

$

360,708

$

159

$

$

360,867

1

Includes debt securities backed by government-guaranteed loans of $

102

million (October 31, 2024 – $

113

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

based on the issuer’s credit risk.

2

Not applicable.

As at April 30, 2025, total debt securities, net

of allowance,

in the table above, include debt securities

measured at amortized cost, net of allowance,

of

$

254,417

million (October 31, 2024 – $

271,615

million), and debt securities measured at

FVOCI of $

112,883

million (October 31, 2024 – $

89,252

million). The

difference between probability-weighted ECLs

and base ECLs on debt securities at

FVOCI and at amortized cost as at both

April 30, 2025 and October 31, 2024,

was insignificant.

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

(a)

LOANS

The following table provides details regarding

the Bank’s loans as at April 30, 2025 and October

31, 2024.

Loans

(millions of Canadian dollars)

As at

April 30, 2025

October 31,2024

Residential mortgages

$

316,298

$

331,649

Consumer instalment and other personal

234,003

228,382

Credit card

40,465

40,639

Business and government

354,225

356,973

944,991

957,643

Loans at FVOCI

(Note 4)

141

230

Total loans

945,132

957,873

Total allowance for loan losses

8,613

8,094

Total loans, net of allowance

$

936,519

$

949,779

Business and government loans and loans

at FVOCI are grouped together as reflected

below for presentation in the “Loans by

Risk Ratings” table.

Loans – Business and Government

(millions of Canadian dollars)

As at

April 30, 2025

October 31, 2024

Loans at amortized cost

$

354,225

$

356,973

Loans at FVOCI

(Note 4)

141

230

Loans

354,366

357,203

Allowance for loan losses

3,903

3,583

Loans, net of allowance

$

350,463

$

353,620

TD BANK GROUP • SECOND QUARTER 2025 • REPORT TO SHAREHOLDERS

Page 66

(b)

CREDIT QUALITY OF LOANS

In the retail portfolio, including individuals and

small businesses, the Bank manages exposures

on a pooled basis, using predictive credit

scoring techniques. For

non-retail exposures, each borrower is assigned

a BRR that reflects the probability of default

(PD)

of the borrower using proprietary industry

and sector specific

risk models and expert judgment. Refer to

the shaded areas of the “Managing Risk”

section of the 2024 MD&A for further

details, including the mapping of PD

ranges to risk levels for retail exposures

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

to risk levels and external ratings for non-retail

exposures.

The following table provides the gross carrying

amounts of loans and credit risk exposures

on loan commitments and financial guarantee

contracts by internal risk

ratings for credit risk management purposes,

presenting separately those that are

subject to Stage 1, Stage 2, and Stage 3

allowances.

Loans by Risk Ratings

(millions of Canadian dollars)

As at

April 30, 2025

October 31, 2024

Stage 1

Stage 2

Stage 3

Total

Stage 1

Stage 2

Stage 3

Total

Residential mortgages

1,2,3

Low Risk

$

218,093

$

920

$

n/a

$

219,013

$

238,101

$

655

$

n/a

$

238,756

Normal Risk

72,782

9,420

n/a

82,202

65,318

13,620

n/a

78,938

Medium Risk

394

10,048

n/a

10,442

370

9,614

n/a

9,984

High Risk

8

3,799

348

4,155

5

3,201

347

3,553

Default

n/a

n/a

486

486

n/a

n/a

418

418

Total loans

291,277

24,187

834

316,298

303,794

27,090

765

331,649

Allowance for loan losses

106

174

68

348

116

189

60

365

Loans, net of allowance

291,171

24,013

766

315,950

303,678

26,901

705

331,284

Consumer instalment and other personal

4

Low Risk

100,688

2,611

n/a

103,299

101,171

2,624

n/a

103,795

Normal Risk

61,198

21,001

n/a

82,199

66,105

12,054

n/a

78,159

Medium Risk

27,578

6,834

n/a

34,412

27,188

6,352

n/a

33,540

High Risk

5,488

7,582

440

13,510

4,017

7,881

412

12,310

Default

n/a

n/a

583

583

n/a

n/a

578

578

Total loans

194,952

38,028

1,023

234,003

198,481

28,911

990

228,382

Allowance for loan losses

649

1,218

278

2,145

667

1,120

262

2,049

Loans, net of allowance

194,303

36,810

745

231,858

197,814

27,791

728

226,333

Credit card

Low Risk

8,288

15

n/a

8,303

6,902

16

n/a

6,918

Normal Risk

11,957

197

n/a

12,154

11,714

188

n/a

11,902

Medium Risk

11,938

1,080

n/a

13,018

12,908

1,122

n/a

14,030

High Risk

2,372

4,086

400

6,858

2,832

4,382

437

7,651

Default

n/a

n/a

132

132

n/a

n/a

138

138

Total loans

34,555

5,378

532

40,465

34,356

5,708

575

40,639

Allowance for loan losses

743

1,025

449

2,217

704

1,015

378

2,097

Loans, net of allowance

33,812

4,353

83

38,248

33,652

4,693

197

38,542

Business and government

1,2,3,5

Investment grade or Low/Normal Risk

152,746

156

n/a

152,902

158,425

102

n/a

158,527

Non-investment grade or Medium Risk

169,461

12,187

n/a

181,648

166,892

11,851

n/a

178,743

Watch and classified or High Risk

437

16,902

78

17,417

704

16,610

89

17,403

Default

n/a

n/a

2,399

2,399

n/a

n/a

2,530

2,530

Total loans

322,644

29,245

2,477

354,366

326,021

28,563

2,619

357,203

Allowance for loan losses

1,147

1,923

833

3,903

983

1,758

842

3,583

Loans, net of allowance

321,497

27,322

1,644

350,463

325,038

26,805

1,777

353,620

Total loans

843,428

96,838

4,866

945,132

862,652

90,272

4,949

957,873

Total allowance for loan losses

2,645

4,340

1,628

8,613

2,470

4,082

1,542

8,094

Total loans, net of allowance

$

840,783

$

92,498

$

3,238

$

936,519

$

860,182

$

86,190

$

3,407

$

949,779

1

Includes impaired loans with a balance of $

212

million (October 31, 2024 – $

259

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

exceeded the loan amount.

2

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

26

billion (October 31, 2024 – $

24

billion) and $

3

billion (October 31, 2024 –

$

3

billion), respectively.

3

Includes insured mortgages of $

70

billion (October 31, 2024 – $

71

billion).

4

Includes Canadian government-insured real estate personal loans of $

5

billion (October 31, 2024 – $

6

billion).

5

Includes loans guaranteed by government agencies of $

23

billion (October 31, 2024 – $

24

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

the borrowers’ credit risk.

TD BANK GROUP • SECOND QUARTER 2025 • REPORT TO SHAREHOLDERS

Page 67

Loans by Risk Ratings

(Continued)

– Off-Balance Sheet Credit Instruments

1

(millions of Canadian dollars)

As at

April 30, 2025

October 31, 2024

Stage 1

Stage 2

Stage 3

Total

Stage 1

Stage 2

Stage 3

Total

Retail Exposures

2

Low Risk

$

316,318

$

1,546

$

n/a

$

317,864

$

268,234

$

1,365

$

n/a

$

269,599

Normal Risk

55,985

1,411

n/a

57,396

93,576

1,332

n/a

94,908

Medium Risk

14,508

1,214

n/a

15,722

18,562

1,247

n/a

19,809

High Risk

1,115

763

1,878

1,126

1,181

2,307

Default

n/a

n/a

n/a

n/a

Non-Retail Exposures

3

Investment grade

293,076

n/a

293,076

287,830

n/a

287,830

Non-investment grade

102,084

6,164

n/a

108,248

99,866

6,968

n/a

106,834

Watch and classified

369

5,662

6,031

328

5,418

5,746

Default

n/a

n/a

218

218

n/a

n/a

252

252

Total off-balance sheet credit

instruments

783,455

16,760

218

800,433

769,522

17,511

252

787,285

Allowance for off-balance sheet credit

instruments

415

552

4

971

439

593

11

1,043

Total off-balance sheet credit

instruments, net of allowance

$

783,040

$

16,208

$

214

$

799,462

$

769,083

$

16,918

$

241

$

786,242

1

Excludes mortgage commitments.

2

Includes $

390

billion (October 31, 2024 – $

384

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

discretion at any time.

3

Includes $

68

billion (October 31, 2024 – $

66

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

TD BANK GROUP • SECOND QUARTER 2025 • REPORT TO SHAREHOLDERS

Page 68

(c)

ALLOWANCE FOR CREDIT LOSSES

The following table provides details on

the Bank’s allowance for credit losses as at and

for the three and six months ended April 30,

2025

and April 30, 2024,

including allowance for off-balance sheet instruments

in the applicable categories.

Allowance for Credit Losses

(millions of Canadian dollars)

Foreign

Foreign

exchange,

exchange,

Balance at

Provision

Write-offs,

disposals,

Balance

Balance at

Provision

Write-offs,

disposals,

Balance

beginning

for credit

net of

and other

at end of

beginning

for credit

net of

and other

at end of

of period

losses

recoveries

adjustments

period

of period

losses

recoveries

adjustments

period

For the three months ended

April 30, 2025

April 30, 2024

Residential mortgages

$

368

$

(14)

$

$

(6)

$

348

$

410

$

(8)

$

(1)

$

2

$

403

Consumer instalment and other

personal

2,189

380

(307)

(41)

2,221

1,979

361

(288)

20

2,072

Credit card

2,797

451

(435)

(97)

2,716

2,577

423

(403)

47

2,644

Business and government

4,240

523

(360)

(104)

4,299

3,299

296

(207)

40

3,428

Total allowance for loan losses,

including off-balance sheet

instruments

9,594

1,340

(1,102)

(248)

9,584

8,265

1,072

(899)

109

8,547

Debt securities at amortized cost

3

3

2

2

Debt securities at FVOCI

1

1

2

1

(1)

1

1

Total allowance for credit

losses on debt securities

4

1

5

3

(1)

1

3

Total allowance for credit losses

$

9,598

$

1,341

$

(1,102)

$

(248)

$

9,589

$

8,268

$

1,071

$

(899)

$

110

$

8,550

Comprising:

Allowance for credit losses on

loans at amortized cost

$

8,654

$

8,613

$

7,265

$

7,545

Allowance for credit losses on

loans at FVOCI

1

Allowance for loan losses

8,655

8,613

7,265

7,545

Allowance for off-balance sheet

instruments

939

971

1,000

1,002

Allowance for credit losses on

debt securities

4

5

3

3

For the six months ended

April 30, 2025

April 30, 2024

Residential mortgages

$

365

$

(15)

$

(1)

$

(1)

$

348

$

403

$

$

(3)

$

3

$

403

Consumer instalment and other

personal

2,133

736

(641)

(7)

2,221

1,895

743

(563)

(3)

2,072

Credit card

2,699

901

(871)

(13)

2,716

2,577

853

(772)

(14)

2,644

Business and government

3,940

930

(546)

(25)

4,299

3,310

477

(320)

(39)

3,428

Total allowance for loan losses,

including off-balance sheet

instruments

9,137

2,552

(2,059)

(46)

9,584

8,185

2,073

(1,658)

(53)

8,547

Debt securities at amortized cost

3

3

2

2

Debt securities at FVOCI

1

1

2

2

(1)

1

Total allowance for credit

losses on debt securities

4

1

5

4

(1)

3

Total allowance for credit losses

$

9,141

$

2,553

$

(2,059)

$

(46)

$

9,589

$

8,189

$

2,072

$

(1,658)

$

(53)

$

8,550

Comprising:

Allowance for credit losses on

loans at amortized cost

$

8,094

$

8,613

$

7,136

$

7,545

Allowance for credit losses on

loans at FVOCI

Allowance for loan losses

8,094

8,613

7,136

7,545

Allowance for off-balance sheet

instruments

1,043

971

1,049

1,002

Allowance for credit losses on

debt securities

4

5

4

3

TD BANK GROUP • SECOND QUARTER 2025 • REPORT TO SHAREHOLDERS

Page 69

(d)

ALLOWANCE FOR LOAN LOSSES BY STAGE

The following table provides details on

the Bank’s allowance for loan losses by stage as

at and for the three months ended April 30,

2025 and April 30, 2024.

Allowance for Loan Losses by Stage

(millions of Canadian dollars)

For the three months ended

April 30, 2025

April 30, 2024

Stage 1

Stage 2

Stage 3

Total

Stage 1

Stage 2

Stage 3

Total

Residential Mortgages

Balance at beginning of period

$

114

$

181

$

73

$

368

$

137

$

212

$

61

$

410

Provision for credit losses

Transfer to Stage 1

1

22

(20)

(2)

32

(32)

Transfer to Stage 2

(7)

17

(10)

(7)

13

(6)

Transfer to Stage 3

(8)

8

(8)

8

Net remeasurement due to transfers into stage

2

(5)

4

(1)

(8)

6

(2)

New originations or purchases

3

5

n/a

n/a

5

7

n/a

n/a

7

Net repayments

4

(1)

(1)

(2)

(1)

(1)

Derecognition of financial assets (excluding

disposals and write-offs)

5

(5)

(6)

(7)

(18)

(1)

(7)

(19)

(27)

Changes to risk, parameters, and models

6

(15)

8

9

2

(31)

29

17

15

Disposals

Write-offs

(1)

(1)

(2)

(2)

Recoveries

1

1

1

1

Foreign exchange and other adjustments

(2)

(1)

(3)

(6)

1

1

2

Balance at end of period

$

106

$

174

$

68

$

348

$

129

$

214

$

60

$

403

Consumer Instalment and Other Personal

Balance, including off-balance sheet instruments,

at beginning of period

$

683

$

1,224

$

282

$

2,189

$

664

$

1,090

$

225

$

1,979

Provision for credit losses

Transfer to Stage 1

1

139

(137)

(2)

142

(141)

(1)

Transfer to Stage 2

(60)

85

(25)

(58)

81

(23)

Transfer to Stage 3

(2)

(76)

78

(3)

(62)

65

Net remeasurement due to transfers into stage

2

(61)

72

2

13

(63)

71

2

10

New originations or purchases

3

76

n/a

n/a

76

87

n/a

n/a

87

Net repayments

4

(20)

(29)

(4)

(53)

(18)

(24)

(4)

(46)

Derecognition of financial assets (excluding

disposals and write-offs)

5

(21)

(27)

(10)

(58)

(16)

(26)

(16)

(58)

Changes to risk, parameters, and models

6

(46)

179

269

402

(55)

148

275

368

Disposals

Write-offs

(399)

(399)

(370)

(370)

Recoveries

92

92

82

82

Foreign exchange and other adjustments

(15)

(21)

(5)

(41)

8

9

3

20

Balance, including off-balance sheet instruments,

at end of period

673

1,270

278

2,221

688

1,146

238

2,072

Less: Allowance for off-balance sheet instruments

7

24

52

76

30

55

85

Balance at end of period

$

649

$

1,218

$

278

$

2,145

$

658

$

1,091

$

238

$

1,987

Credit Card

8

Balance, including off-balance sheet instruments,

at beginning of period

$

927

$

1,372

$

498

$

2,797

$

880

$

1,325

$

372

$

2,577

Provision for credit losses

Transfer to Stage 1

1

235

(224)

(11)

263

(255)

(8)

Transfer to Stage 2

(82)

105

(23)

(81)

101

(20)

Transfer to Stage 3

(6)

(286)

292

(5)

(239)

244

Net remeasurement due to transfers into stage

2

(78)

113

6

41

(118)

121

6

9

New originations or purchases

3

38

n/a

n/a

38

40

n/a

n/a

40

Net repayments

4

(12)

(1)

20

7

(8)

1

18

11

Derecognition of financial assets (excluding

disposals and write-offs)

5

(9)

(21)

(104)

(134)

(10)

(18)

(88)

(116)

Changes to risk, parameters, and models

6

(28)

302

225

499

(61)

286

254

479

Disposals

Write-offs

(532)

(532)

(486)

(486)

Recoveries

97

97

83

83

Foreign exchange and other adjustments

(32)

(46)

(19)

(97)

15

23

9

47

Balance, including off-balance sheet instruments,

at end of period

953

1,314

449

2,716

915

1,345

384

2,644

Less: Allowance for off-balance sheet instruments

7

210

289

499

248

366

614

Balance at end of period

$

743

$

1,025

$

449

$

2,217

$

667

$

979

$

384

$

2,030

1

Transfers represent stage transfer movements prior to ECL remeasurement.

2

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

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

described in the “Significant Increase in Credit Risk” section of Note 2 and Note 3 of the Bank’s 2024

Annual Consolidated Financial Statements, holding all other factors impacting the

change in ECLs constant.

3

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

4

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

on loans outstanding.

5

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

associated with loans that were disposed or fully written off.

6

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

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

and/or models,

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

and “Expert Credit Judgment”

sections of Note 2 and Note 3 of the

Bank’s 2024 Annual Consolidated Financial Statements for further details.

7

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

Consolidated Balance Sheet.

8

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

at 180 days past due. Refer to Note 2 of the Bank’s 2024 Annual

Consolidated Financial Statements for further details.

TD BANK GROUP • SECOND QUARTER 2025 • REPORT TO SHAREHOLDERS

Page 70

Allowance for Loan Losses by Stage

(Continued)

(millions of Canadian dollars)

For the three months ended

April 30, 2025

April 30, 2024

Stage 1

Stage 2

Stage 3

Total

Stage 1

Stage 2

Stage 3

Total

Business and Government

1

Balance, including off-balance sheet instruments,

at beginning of period

$

1,272

$

1,997

$

971

$

4,240

$

1,139

$

1,631

$

529

$

3,299

Provision for credit losses

Transfer to Stage 1

2

66

(63)

(3)

52

(52)

Transfer to Stage 2

(161)

176

(15)

(166)

170

(4)

Transfer to Stage 3

(1)

(72)

73

(2)

(80)

82

Net remeasurement due to transfers into stage

2

(18)

45

27

(18)

51

1

34

New originations or purchases

2

314

n/a

n/a

314

297

n/a

n/a

297

Net repayments

2

(2)

(5)

(76)

(83)

9

(11)

(3)

(5)

Derecognition of financial assets (excluding

disposals and write-offs)

2

(160)

(199)

(46)

(405)

(161)

(155)

(100)

(416)

Changes to risk, parameters, and models

2

57

311

302

670

2

194

190

386

Disposals

Write-offs

(383)

(383)

(222)

(222)

Recoveries

23

23

15

15

Foreign exchange and other adjustments

(39)

(56)

(9)

(104)

18

30

(8)

40

Balance, including off-balance sheet instruments,

at end of period

1,328

2,134

837

4,299

1,170

1,778

480

3,428

Less: Allowance for off-balance sheet instruments

3

181

211

4

396

145

147

11

303

Balance at end of period

1,147

1,923

833

3,903

1,025

1,631

469

3,125

Total Allowance, including

off-balance sheet

instruments, at end of period

3,060

4,892

1,632

9,584

2,902

4,483

1,162

8,547

Less: Total Allowance for

off-balance sheet

instruments

3

415

552

4

971

423

568

11

1,002

Total Allowance for Loan Losses

at end of period

$

2,645

$

4,340

$

1,628

$

8,613

$

2,479

$

3,915

$

1,151

$

7,545

1

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

2

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

page in this Note.

3

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

Consolidated Balance Sheet.

TD BANK GROUP • SECOND QUARTER 2025 • REPORT TO SHAREHOLDERS

Page 71

The following table provides details on

the Bank’s allowance for loan losses by stage as

at and for the six months ended April 30, 2025

and April 30, 2024.

Allowance for Loan Losses by Stage

(millions of Canadian dollars)

For the six months ended

April 30, 2025

April 30, 2024

Stage 1

Stage 2

Stage 3

Total

Stage 1

Stage 2

Stage 3

Total

Residential Mortgages

Balance at beginning of period

$

116

$

189

$

60

$

365

$

154

$

192

$

57

$

403

Provision for credit losses

Transfer to Stage 1

1

57

(54)

(3)

68

(65)

(3)

Transfer to Stage 2

(13)

28

(15)

(17)

28

(11)

Transfer to Stage 3

(19)

19

(17)

17

Net remeasurement due to transfers into stage

2

(12)

8

(4)

(14)

13

(1)

New originations or purchases

3

12

n/a

n/a

12

15

n/a

n/a

15

Net repayments

4

(2)

(2)

(4)

(2)

(2)

Derecognition of financial assets (excluding

disposals and write-offs)

5

(9)

(10)

(13)

(32)

(3)

(12)

(23)

(38)

Changes to risk, parameters, and models

6

(43)

34

22

13

(71)

74

23

26

Disposals

Write-offs

(2)

(2)

(4)

(4)

Recoveries

1

1

1

1

Foreign exchange and other adjustments

(1)

(1)

(1)

1

3

3

Balance at end of period

$

106

$

174

$

68

$

348

$

129

$

214

$

60

$

403

Consumer Instalment and Other Personal

Balance, including off-balance sheet instruments,

at beginning of period

$

696

$

1,175

$

262

$

2,133

$

688

$

1,010

$

197

$

1,895

Provision for credit losses

Transfer to Stage 1

1

324

(321)

(3)

273

(271)

(2)

Transfer to Stage 2

(124)

172

(48)

(130)

172

(42)

Transfer to Stage 3

(5)

(149)

154

(6)

(122)

128

Net remeasurement due to transfers into stage

2

(143)

148

4

9

(117)

157

4

44

New originations or purchases

3

160

n/a

n/a

160

176

n/a

n/a

176

Net repayments

4

(42)

(54)

(8)

(104)

(36)

(45)

(7)

(88)

Derecognition of financial assets (excluding

disposals and write-offs)

5

(42)

(57)

(20)

(119)

(33)

(46)

(26)

(105)

Changes to risk, parameters, and models

6

(148)

360

578

790

(126)

294

548

716

Disposals

Write-offs

(811)

(811)

(717)

(717)

Recoveries

170

170

154

154

Foreign exchange and other adjustments

(3)

(4)

(7)

(1)

(3)

1

(3)

Balance, including off-balance sheet instruments,

at end of period

673

1,270

278

2,221

688

1,146

238

2,072

Less: Allowance for off-balance sheet instruments

7

24

52

76

30

55

85

Balance at end of period

$

649

$

1,218

$

278

$

2,145

$

658

$

1,091

$

238

$

1,987

Credit Card

8

Balance, including off-balance sheet instruments,

at beginning of period

$

947

$

1,374

$

378

$

2,699

$

988

$

1,277

$

312

$

2,577

Provision for credit losses

Transfer to Stage 1

1

720

(698)

(22)

509

(494)

(15)

Transfer to Stage 2

(168)

212

(44)

(176)

212

(36)

Transfer to Stage 3

(11)

(528)

539

(11)

(462)

473

Net remeasurement due to transfers into stage

2

(300)

225

13

(62)

(226)

260

13

47

New originations or purchases

3

74

n/a

n/a

74

79

n/a

n/a

79

Net repayments

4

6

3

38

47

14

6

35

55

Derecognition of financial assets (excluding

disposals and write-offs)

5

(36)

(43)

(179)

(258)

(20)

(34)

(172)

(226)

Changes to risk, parameters, and models

6

(275)

775

600

1,100

(236)

586

548

898

Disposals

Write-offs

(1,061)

(1,061)

(930)

(930)

Recoveries

190

190

158

158

Foreign exchange and other adjustments

(4)

(6)

(3)

(13)

(6)

(6)

(2)

(14)

Balance, including off-balance sheet instruments,

at end of period

953

1,314

449

2,716

915

1,345

384

2,644

Less: Allowance for off-balance sheet instruments

7

210

289

499

248

366

614

Balance at end of period

$

743

$

1,025

$

449

$

2,217

$

667

$

979

$

384

$

2,030

1

Transfers represent stage transfer movements prior to ECL remeasurement.

2

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

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

described in the “Significant Increase in Credit Risk” section of Note 2 and Note 3 of the Bank’s 2024

Annual Consolidated Financial Statements, holding all other factors impacting the

change in ECLs constant.

3

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

4

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

on loans outstanding.

5

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

associated with loans that were disposed or fully written off.

6

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

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

and/or models,

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

and “Expert Credit Judgment”

sections of Note 2 and Note 3 of the

Bank’s 2024 Annual Consolidated Financial Statements for further details.

7

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

Consolidated Balance Sheet.

8

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

at 180 days past due. Refer to Note 2 of the Bank’s 2024 Annual

Consolidated Financial Statements for further details.

TD BANK GROUP • SECOND QUARTER 2025 • REPORT TO SHAREHOLDERS

Page 72

Allowance for Loan Losses by Stage

(Continued)

(millions of Canadian dollars)

For the six months ended

April 30, 2025

April 30, 2024

Stage 1

Stage 2

Stage 3

Total

Stage 1

Stage 2

Stage 3

Total

Business and Government

1

Balance, including off-balance sheet instruments,

at beginning of period

$

1,150

$

1,937

$

853

$

3,940

$

1,319

$

1,521

$

470

$

3,310

Provision for credit losses

Transfer to Stage 1

2

154

(151)

(3)

114

(114)

Transfer to Stage 2

(314)

334

(20)

(283)

290

(7)

Transfer to Stage 3

(4)

(224)

228

(16)

(135)

151

Net remeasurement due to transfers into stage

2

(46)

103

1

58

(39)

93

5

59

New originations or purchases

2

614

n/a

n/a

614

568

n/a

n/a

568

Net repayments

2

15

(24)

(86)

(95)

17

(19)

(29)

(31)

Derecognition of financial assets (excluding

disposals and write-offs)

2

(329)

(395)

(122)

(846)

(333)

(254)

(145)

(732)

Changes to risk, parameters, and models

2

86

561

552

1,199

(160)

396

377

613

Disposals

(9)

(9)

Write-offs

(585)

(585)

(346)

(346)

Recoveries

39

39

26

26

Foreign exchange and other adjustments

2

(7)

(11)

(16)

(17)

(22)

(39)

Balance, including off-balance sheet instruments,

at end of period

1,328

2,134

837

4,299

1,170

1,778

480

3,428

Less: Allowance for off-balance sheet instruments

3

181

211

4

396

145

147

11

303

Balance at end of period

1,147

1,923

833

3,903

1,025

1,631

469

3,125

Total Allowance, including

off-balance sheet

instruments, at end of period

3,060

4,892

1,632

9,584

2,902

4,483

1,162

8,547

Less: Total Allowance for

off-balance sheet

instruments

3

415

552

4

971

423

568

11

1,002

Total Allowance for Loan Losses

at end of period

$

2,645

$

4,340

$

1,628

$

8,613

$

2,479

$

3,915

$

1,151

$

7,545

1

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

2

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

page in this Note.

3

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

Consolidated Balance Sheet.

The allowance for credit losses on all remaining

financial assets is not significant.

(e)

FORWARD-LOOKING INFORMATION

Relevant macroeconomic factors are incorporated

in risk parameters as appropriate. Additional

risk factors that are industry or segment

specific are also

incorporated, where relevant. The key macroeconomic

variables used in determining ECLs include

regional unemployment rates for all retail exposures

and

regional housing price indices for residential

mortgages and home equity lines of credit.

For business and government loans,

the key macroeconomic variables

include gross domestic product (GDP), unemployment

rates, interest rates, and credit spreads.

Refer to Note 3 of the Bank’s 2024 Annual

Consolidated Financial

Statements for a discussion of how forward-looking

information is generated and considered

in determining whether there has been a

significant increase in credit

risk and in measuring ECLs.

TD BANK GROUP • SECOND QUARTER 2025 • REPORT TO SHAREHOLDERS

Page 73

Macroeconomic Variables

Select macroeconomic variables are projected

over the forecast period.

The following table sets out average values

of the macroeconomic variables over

the four

calendar quarters starting with the current

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

forecast and upside and downside scenarios

used in

determining the Bank’s ECLs as at April 30, 2025.

As the forecast period increases, information

about the future becomes less readily

available and projections

are anchored on assumptions around structural

relationships between economic parameters

that are inherently much less certain.

The baseline forecast reflects a

meaningful tempering in growth and higher

unemployment as a result of rising

trade tensions. Announced policies to date

have already led to a sharp deterioration

in consumer and business confidence,

heightened economic uncertainty, and a tightening in financial

conditions. A further escalation in the

trade conflict poses a

downside risk to the economic outlook.

Macroeconomic Variables

As at

April 30, 2025

Base Forecast

Upside Scenario

Downside Scenario

Average

Remaining

Average

Remaining

Average

Remaining

Q2 2025-

4-year

Q2 2025-

4-year

Q2 2025-

4-year

Q1 2026

1

period

1

Q1 2026

1

period

1

Q1 2026

1

period

1

Unemployment rate

Canada

6.9

%

6.0

%

6.3

%

5.7

%

7.6

%

7.2

%

United States

4.5

4.1

4.0

3.8

5.4

5.4

Real GDP

Canada

0.8

1.8

1.0

2.0

(0.5)

2.0

United States

1.1

2.1

1.2

2.2

(0.7)

2.3

Home prices

Canada (average existing price)

2

(2.5)

4.4

(2.1)

4.9

(8.5)

2.4

United States (CoreLogic HPI)

3

3.7

3.4

4.2

4.0

(5.8)

4.3

Central bank policy interest rate

Canada

2.25

2.25

2.50

2.50

1.13

1.42

United States

3.94

3.00

3.69

3.25

2.31

2.19

U.S. 10-year treasury yield

4.02

3.75

4.33

4.02

3.72

3.45

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

1.63

1.85

1.43

1.77

2.44

2.13

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

$

0.68

$

0.74

$

0.70

$

0.76

$

0.64

$

0.68

1

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

2

The average home price is the average transacted sale price of homes sold via the Multiple Listing Service; data is collected by the Canadian Real Estate Association.

3

The CoreLogic home price index (HPI) is a repeat-sales index which tracks increases and decreases in the same home’s sales price over time.

(f)

SENSITIVITY OF ALLOWANCE FOR CREDIT LOSSES

ECLs are sensitive to the inputs used in internally

developed models, the macroeconomic

variables in the forward-looking forecasts and

respective probability

weightings in determining the probability-weighted

ECLs, and other factors considered when

applying expert credit judgment. Changes

in these inputs,

assumptions, models, and judgments would

affect the assessment of significant increase in

credit risk and the measurement of ECLs.

The following table presents the base ECL

scenario compared to the probability-weighted ECLs,

with the latter derived from three ECL

scenarios for performing

loans and off-balance sheet instruments. The difference

reflects the impact of deriving multiple

scenarios around the base ECLs and resultant

change in ECLs due

to non-linearity and sensitivity to using

macroeconomic forecasts.

Change from Base to Probability-Weighted

ECLs

(millions of Canadian dollars, except

as noted)

As at

April 30, 2025

October 31, 2024

Probability-weighted ECLs

$

7,952

$

7,584

Base ECLs

7,573

7,185

Difference – in amount

$

379

$

399

Difference – in percentage

5.0

%

5.6

%

ECLs for performing loans and off-balance sheet instruments

consist of an aggregate amount of Stage 1 and

Stage 2 probability-weighted ECLs

which are twelve-

month ECLs and lifetime ECLs, respectively. Transfers from Stage 1 to Stage

2 ECLs result from a significant increase

in credit risk since initial recognition

of the

loan.

The following table shows the estimated

impact of staging on ECLs by presenting all

performing loans and off-balance sheet instruments

calculated using

twelve-month ECLs compared to the current

aggregate probability-weighted ECLs, holding

all risk profiles constant.

Incremental Lifetime ECLs Impact

(millions of Canadian dollars)

As at

April 30, 2025

October 31, 2024

Probability-weighted ECLs

$

7,952

$

7,584

All performing loans and off-balance sheet instruments

using 12-month ECLs

6,067

5,631

Incremental lifetime ECLs impact

$

1,885

$

1,953

(g)

FORECLOSED ASSETS

Foreclosed assets are repossessed non-financial

assets where the Bank gains title, ownership,

or possession of individual properties,

such as real estate

properties, which are managed for sale in an

orderly manner with the proceeds used

to reduce or repay any outstanding debt.

The Bank does not generally occupy

foreclosed properties for its business use.

The Bank predominantly relies on third-party

appraisals to determine the carrying value of

foreclosed assets.

Foreclosed

assets held for sale were $

171

million as at April 30, 2025 (October 31, 2024

– $

126

million) and were recorded in Other assets

on the Interim Consolidated

Balance Sheet.

TD BANK GROUP • SECOND QUARTER 2025 • REPORT TO SHAREHOLDERS

Page 74

(h)

LOANS PAST DUE BUT NOT IMPAIRED

A loan is classified as past due when a borrower

has failed to make a payment by the

contractual due date.

The following table summarizes loans that are

past

due but not impaired.

Loans less than 31 days contractually past

due are excluded as they do not generally

reflect a borrower’s ability to meet

their payment

obligations.

Loans Past Due but not Impaired

1

(millions of Canadian dollars)

As at

April 30, 2025

October 31, 2024

31-60

61-89

31-60

61-89

days

days

Total

days

days

Total

Residential mortgages

$

378

$

147

$

525

$

443

$

111

$

554

Consumer instalment and other personal

877

326

1,203

983

335

1,318

Credit card

361

245

606

375

269

644

Business and government

210

91

301

244

83

327

Total

$

1,826

$

809

$

2,635

$

2,045

$

798

$

2,843

1

Includes loans that are measured at FVOCI.

(i)

SALE OF U.S. RESIDENTIAL MORTGAGE

LOANS

On March 26, 2025, the Bank completed

the sale of US$

8.6

billion of certain U.S. residential mortgage

loans (correspondent loans) which resulted

in the

recognition of a pre-tax loss including

transaction costs of US$

564

million in Other income (loss) on the Interim

Consolidated Statement of Income. The sale

relates to the U.S. balance sheet restructuring

activities outlined in the fourth quarter

of fiscal 2024.

NOTE 7: INVESTMENT IN ASSOCIATES AND JOINT VENTURES

INVESTMENT IN THE CHARLES SCHWAB CORPORATION

On February 12, 2025, the Bank sold its entire

remaining equity investment in The

Charles Schwab Corporation (“Schwab”)

through a registered offering and

share repurchase by Schwab. Immediately prior

to the sale, TD held

184.7

million shares of Schwab’s common stock, representing

10.1

% economic ownership.

The sale of the shares resulted in proceeds

of approximately $

21.0

billion and the Bank recognized in Other income

(loss) a net gain on sale of approximately

$

9.2

billion. This gain is net of the release of

related cumulative foreign currency translation

from AOCI, the release of AOCI on designated

net investment hedging

items, and direct transaction costs. For segment

reporting, the Bank recognized an after-tax

gain of $

8.6

billion in its Corporate segment and $

184

million of

underwriting fees in its Wholesale segment

as a result of TD Securities acting as a lead

bookrunner on the transaction.

The transaction increased Common Equity

Tier 1 (CET1) capital by approximately

238

bps.

Prior to the sale, the Bank accounted

for its investment in Schwab using the equity

method. The Bank’s share of Schwab’s earnings available

to common

shareholders was reported with a one-month lag.

The Bank’s share of net income from its investment

in Schwab of $

74

million and $

305

million during the three

and six months ended April 30, 2025, respectively

(April 30, 2024 – $

194

million and $

335

million, respectively), reflects net income

after adjustments for

amortization of certain intangibles net of tax.

The Stockholder Agreement was terminated

by the Bank’s sale of its equity investment in Schwab

and the Bank discontinued

recording its share of earnings

available to common shareholders from its investment

in Schwab following the sale. The Bank

continues to have a business relationship

with Schwab through the

insured deposit account agreement (“IDA Agreement”).

Insured Deposit Account Agreement

On November 25, 2019, the Bank and Schwab

signed an insured deposit account agreement

(the “2019 Schwab IDA Agreement”), with an

initial expiration date of

July 1, 2031. Under the 2019 Schwab IDA

Agreement, starting July 1, 2021, Schwab

had the option to reduce the deposits by

up to US$

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

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.

During the first quarter of fiscal 2024, Schwab

exercised its option to buy down the remaining

$

0.7

billion (US$

0.5

billion) of the US$

5

billion FROA buydown

allowance and paid $

32

million (US$

23

million) in termination fees to the Bank in accordance

with the 2023 Schwab IDA Agreement. By

the end of the first quarter

of fiscal 2024, Schwab had completed its buydown

of the full US$

5

billion FROA buydown allowance and had

paid a total of $

337

million (US$

250

million) in

termination fees to the Bank. The fees were

intended to compensate the Bank for losses

incurred from discontinuing certain hedging

relationships and for lost

revenues. The net impact was recorded in

net interest income.

Refer to Note 27 of the Bank’s 2024 Annual

Consolidated Financial Statements for further details

on the Schwab IDA Agreement.

TD BANK GROUP • SECOND QUARTER 2025 • REPORT TO SHAREHOLDERS

Page 75

NOTE 8: OTHER ASSETS

Other Assets

(millions of Canadian dollars)

As at

April 30

October 31

2025

2024

Accounts receivable and other items

$

14,720

$

12,931

Accrued interest

5,361

5,509

Cheques and other items in transit

497

1,656

Current income tax receivable

4,101

4,061

Defined benefit asset

1,041

1,042

Prepaid expenses

1,676

1,794

Reinsurance contract assets

1,046

1,188

Total

$

28,442

$

28,181

NOTE 9: DEPOSITS

Demand deposits are those for which the Bank does not have the right to require notice prior to withdrawal, which

primarily include business and government

chequing accounts. Notice deposits are those for which the Bank can legally require notice prior to withdrawal,

which include both savings and chequing

accounts. Term

deposits are payable on a given date of maturity and are purchased by customers to earn interest over a fixed period, with terms ranging from

one day to ten years and generally include fixed term deposits, guaranteed investment certificates, senior debt, and similar

instruments. The aggregate amount

of term deposits in denominations of $100,000 or more as at April 30, 2025, was $

528

billion (October 31, 2024 – $

546

billion).

Deposits

(millions of Canadian dollars)

As at

April 30

October 31

By Type

By Country

2025

2024

Demand

Notice

Term

1

Canada

United States

International

Total

Total

Personal

$

22,014

$

488,577

$

137,913

$

347,019

$

301,485

$

$

648,504

$

641,667

Banks

10,763

530

33,656

19,093

23,295

2,561

44,949

57,698

Business and government

2

156,658

191,438

226,199

411,419

153,737

9,139

574,295

569,315

189,435

680,545

397,768

777,531

478,517

11,700

1,267,748

1,268,680

Trading

28,761

22,074

2,803

3,884

28,761

30,412

Designated at fair value through

profit or loss

3

193,702

50,140

78,012

65,550

193,702

207,668

Total

$

189,435

$

680,545

$

620,231

$

849,745

$

559,332

$

81,134

$

1,490,211

$

1,506,760

Non-interest-bearing deposits

included above

4

Canada

$

58,315

$

58,873

United States

72,325

73,509

International

Interest-bearing deposits

included above

4

Canada

791,430

781,526

United States

5

487,007

504,896

International

81,134

87,956

Total

2,6

$

1,490,211

$

1,506,760

1

Includes $

98.6

billion (October 31, 2024 – $

97.6

billion) of senior debt which is subject to the bank recapitalization “bail-in” regime. This regime provides certain

statutory powers to the

Canada Deposit Insurance Corporation, including the ability to convert specified eligible shares and liabilities into

common shares in the event that the Bank becomes non-viable.

2

Includes $

74.3

billion relating to covered bondholders (October 31, 2024 – $

75.4

billion).

3

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

222.8

million (October 31, 2024 – $

246.0

million) of loan commitments and financial

guarantees designated at FVTPL.

4

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

5

Includes $

9.8

billion (October 31, 2024 – $

13.1

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

23.1

billion (October 31, 2024 – $

36.2

billion) of deposits and advances with the FHLB.

6

Includes deposits of $

791.8

billion (October 31, 2024 – $

810.2

billion) denominated in U.S. dollars and $

134.0

billion (October 31, 2024 – $

140.7

billion) denominated in other foreign

currencies.

TD BANK GROUP • SECOND QUARTER 2025 • REPORT TO SHAREHOLDERS

Page 76

NOTE 10: OTHER LIABILITIES

Other Liabilities

(millions of Canadian dollars)

As at

April 30

October 31

2025

2024

Accounts payable, accrued expenses, and

other items

$

8,372

$

7,706

Accrued interest

4,566

5,559

Accrued salaries and employee benefits

4,528

5,386

Current income tax payable

348

67

Deferred tax liabilities

303

300

Defined benefit liability

1,353

1,380

Lease liabilities

5,004

5,013

Liabilities related to structured entities

22,111

22,792

Provisions

(Note 17)

1,427

3,675

Total

$

48,012

$

51,878

NOTE 11: SUBORDINATED NOTES AND DEBENTURES

Issues

On January 23, 2025, the Bank issued EUR

750

million of Fixed Rate Reset Subordinated

Notes (Non-Viability Contingent Capital (NVCC))

constituting

subordinated indebtedness of the Bank (the

“Euro Notes”), maturing on January 23, 2036.

The Euro Notes will bear interest at a fixed rate

of

4.030

% per annum

(paid annually) until January 23, 2031, and at

the 5-year mid-swap rate plus

1.500

% thereafter (paid annually) until maturity on

January 23, 2036. With prior

approval of OSFI, the Bank may, at its option, redeem the Euro

Notes on January 23, 2031, in whole but not in

part, at par plus accrued and unpaid interest

by

giving not more than

60

nor less than

10

days’ notice to holders.

On January 31, 2025, the Bank issued $

1

billion of NVCC medium-term notes

constituting subordinated indebtedness of

the Bank (the “Notes”), maturing on

February 1, 2035. The Notes will bear interest

at a fixed rate of

4.231

% per annum (paid semi-annually) until

February 1, 2030, and at Daily Compounded

Canadian Overnight Repo Rate Average plus

1.54

% thereafter (paid quarterly) until maturity

on February 1, 2035. With prior approval

of OSFI, the Bank may, at its

option, redeem the Notes on or after February

1, 2030, in whole or in part, at par plus

accrued and unpaid interest by giving not

more than

60

nor less than

10

days’ notice to holders.

Redemptions

On April 22, 2025, the Bank redeemed all of

its outstanding $

3

billion

3.105

% NVCC medium-term notes due April

22, 2030 constituting subordinated

indebtedness of the Bank, at a redemption price

of

100

per cent of the principal amount, plus accrued

and unpaid interest up to, but excluding,

April 22, 2025.

TD BANK GROUP • SECOND QUARTER 2025 • REPORT TO SHAREHOLDERS

Page 77

NOTE 12: EQUITY

The following table summarizes the changes

to the shares and other equity instruments

issued and outstanding,

and treasury instruments held as at and

for the

three and six months ended April 30, 2025 and

April 30, 2024.

Shares and Other Equity Instruments

Issued and Outstanding and Treasury Instruments

Held

(thousands of shares or other equity instruments

and millions of Canadian dollars)

For the three months ended

For the six months ended

April 30, 2025

April 30, 2024

April 30, 2025

April 30, 2024

Number

Number

Number

Number

of shares

Amount

of shares

Amount

of shares

Amount

of shares

Amount

Common Shares

Balance as at beginning of period

1,752,200

$

25,528

1,772,819

$

25,318

1,750,272

$

25,373

1,791,422

$

25,434

Proceeds from shares issued on exercise

of stock options

592

44

351

24

945

69

988

66

Shares issued as a result of dividend

reinvestment plan

1,632

132

1,575

130

3,298

269

Purchase of shares for cancellation and other

(30,001)

(436)

(15,218)

(217)

(30,001)

(436)

(36,124)

(512)

Balance as at end of period – common shares

1,722,791

$

25,136

1,759,584

$

25,257

1,722,791

$

25,136

1,759,584

$

25,257

Preferred Shares and Other Equity Instruments

Preferred Shares – Class A

Balance as at beginning of period

71,650

$

3,400

143,650

$

5,200

91,650

$

3,900

143,650

$

5,200

Redemption of shares

1

(14,000)

(350)

(20,000)

(500)

(14,000)

(350)

Balance as at end of period

71,650

$

3,400

129,650

$

4,850

71,650

$

3,400

129,650

$

4,850

Other Equity Instruments

2

Balance as at beginning of period

6,501

$

7,738

5,000

$

5,653

5,751

$

6,988

5,000

$

5,653

Issue of limited recourse capital notes

3

750

750

Balance as at end of period

6,501

7,738

5,000

5,653

6,501

7,738

5,000

5,653

Balance as at end of period – preferred

shares

and other equity instruments

78,151

$

11,138

134,650

$

10,503

78,151

$

11,138

134,650

$

10,503

Treasury – common shares

4

Balance as at beginning of period

458

$

(38)

678

$

(58)

213

$

(17)

748

$

(64)

Purchase of shares

34,066

(2,880)

26,749

(2,154)

78,941

(6,384)

64,179

(5,250)

Sale of shares

(34,211)

2,892

(27,146)

2,188

(78,841)

6,375

(64,646)

5,290

Balance as at end of period – treasury

– common shares

313

$

(26)

281

$

(24)

313

$

(26)

281

$

(24)

Treasury – preferred shares and

other equity instruments

4

Balance as at beginning of period

549

$

(51)

160

$

(27)

163

$

(18)

142

$

(65)

Purchase of shares and other equity instruments

989

(267)

1,565

(153)

3,442

(1,387)

3,239

(251)

Sale of shares and other equity instruments

(1,397)

290

(1,587)

172

(3,464)

1,377

(3,243)

308

Balance as at end of period – treasury

– preferred shares and other equity

instruments

141

$

(28)

138

$

(8)

141

$

(28)

138

$

(8)

1

On January 31, 2025, the Bank redeemed all of its

20

million outstanding Non-Cumulative 5-Year

Rate Reset Class A First Preferred Shares NVCC, Series 5 (“Series 5 Preferred

Shares”), at a redemption price of $

25.00

per Series 5 Preferred Share, for a total redemption cost of approximately $

500

million.

2

For Other Equity Instruments, the number of shares represents the number of notes issued.

3

On December 18, 2024, the Bank issued $

750

million

5.909

% Fixed Rate Reset Limited Recourse Capital Notes, Series 5 NVCC (the “LRCNs”). The LRCNs

will bear interest at a rate of

5.909

per cent annually, payable quarterly,

for the initial period ending on, but excluding, January 1, 2030. Thereafter, the interest

rate on the LRCNs will reset every

five years

at a rate

equal to the prevailing Government of Canada Yield plus

3.10

per cent. The LRCNs will mature on January 1, 2085. Concurrently with the issuance of the LRCNs, the

Bank issued

750,000

Non-Cumulative

5.909

% Fixed Rate Reset Preferred Shares, Series 32 NVCC (“Preferred Shares Series 32”). The Preferred

Shares Series 32 are eliminated on the Bank’s

Consolidated Financial Statements.

4

When the Bank purchases its own equity instruments as part of its trading business, they are classified as treasury

instruments and the cost of these instruments is recorded as a

reduction in equity.

DIVIDENDS

On May 21, 2025, the Board approved 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 for

the quarter ending July 31, 2025, payable on

and after July 31, 2025, to shareholders

of record at the close of business on July 10,

2025.

DIVIDEND REINVESTMENT PLAN

The Bank offers a Dividend Reinvestment Plan

(DRIP) for its common shareholders.

Participation in the plan is optional and

under the terms of the plan, cash

dividends on common shares are used

to purchase additional common shares. At

the option of the Bank, the common shares

may be issued from treasury at an

average market price based on the last five

trading days before the date of the dividend

payment, with a discount of between

0

% to

5

% at the Bank’s discretion or

purchased from the open market at market

prices.

During the three months ended April 30, 2025,

the Bank satisfied the DRIP requirements through

open market common share purchases.

During the six months

ended April 30, 2025, the Bank satisfied the

DRIP requirements through common shares

issued from treasury with

no

discount for the first three months and open

market common share purchases in the last

three months. During the three and six

months ended April 30, 2024, the Bank

satisfied the DRIP requirements

through common shares issued from treasury

with

no

discount.

TD BANK GROUP • SECOND QUARTER 2025 • REPORT TO SHAREHOLDERS

Page 78

NORMAL COURSE ISSUER BID

On August 28, 2023,

the Bank announced that the Toronto Stock Exchange and OSFI approved

a normal course issuer bid (2023 NCIB) to

repurchase for

cancellation up to

90

million of its common shares. The 2023 NCIB

commenced on August 31, 2023 and continued

until August 31, 2024. From the

commencement of the 2023 NCIB to August

31, 2024, the Bank repurchased

71.4

million shares under the program. The 2023 NCIB

terminated on

August 31, 2024 and therefore, there was

no

repurchase of common shares by

the Bank under the 2023 NCIB during the

six months ended April 30, 2025. During

the six months ended April 30, 2024, the Bank

repurchased

36.1

million common shares, at an average price

of $

81.43

per share for a total amount of $

2.9

billion.

On February 24, 2025, the Bank announced

that the Toronto Stock Exchange and OSFI had approved the Bank’s previously

announced

normal course issuer bid

(2025 NCIB) to purchase for cancellation up

to

100

million of its common shares. The 2025

NCIB commenced on March 3, 2025 and will end

on

February 28, 2026, or such earlier date as

the Bank may determine. From the commencement

of the 2025 NCIB to April 30, 2025, the Bank

repurchased

30.0

million shares under the program, at an average

price of $

84.18

per share for a total amount of $

2.5

billion.

NOTE 13: SHARE-BASED COMPENSATION

For the three and six months ended April

30, 2025, the Bank recognized compensation

expense for stock option awards of $

7.0

million and $

10.1

million,

respectively (three and six months ended April

30, 2024 – $

10.4

million and $

20.5

million, respectively). During the three

months ended April 30, 2025 and

April 30, 2024,

nil

stock options were granted by the Bank.

During the six months ended April 30, 2025,

2.0

million (six months ended April 30, 2024 –

2.5

million)

stock options were granted by the Bank at

a weighted-average fair value of $

12.80

per option (April 30, 2024 – $

14.36

per option).

The following table summarizes the assumptions

used for estimating the fair value of options

for the six months ended April 30, 2025

and April 30, 2024.

Assumptions Used for Estimating the

Fair Value of Options

(in Canadian dollars, except as noted)

For the six months ended

April 30

April 30

2025

2024

Risk-free interest rate

3.08

%

3.41

%

Option contractual life

10 years

10 years

Expected volatility

19.47

%

18.92

%

Expected dividend yield

3.94

%

3.78

%

Exercise price/share price

$

75.76

$

81.78

The risk-free interest rate is based on Government

of Canada benchmark bond yields as

at the grant date. Expected volatility is

calculated based on the historical

average daily volatility and expected dividend

yield is based on dividend payouts in the last

fiscal year. These assumptions are measured over a period

corresponding to the option contractual life.

NOTE 14: EMPLOYEE BENEFITS

The following table summarizes expenses for

the Bank’s principal pension and non-pension post-retirement

defined benefit plans and the Bank’s other

material

defined benefit pension plans, for the

three and six months ended April 30,

2025 and April 30,

  1. Other employee defined benefit

plans operated by the Bank

and certain of its subsidiaries are not considered

material for disclosure purposes.

Defined Benefit Plan Expenses

(millions of Canadian dollars)

Principal post-retirement

Principal pension plans

benefit plan

Other pension plans

1

For the three months ended

April 30

April 30

April 30

April 30

April 30

April 30

2025

2024

2025

2024

2025

2024

Service cost – benefits earned

$

69

$

54

$

1

$

1

$

5

$

4

Net interest cost (income) on net defined

benefit liability (asset)

(13)

(21)

4

5

5

6

Interest cost on asset limitation and minimum

funding

requirement

3

1

Past service cost

2

35

Defined benefit administrative expenses

2

2

2

1

Total

$

58

$

73

$

5

$

6

$

12

$

12

For the six months ended

April 30

April 30

April 30

April 30

April 30

April 30

2025

2024

2025

2024

2025

2024

Service cost – benefits earned

$

138

$

108

$

3

$

2

$

10

$

8

Net interest cost (income) on net defined

benefit liability (asset)

(25)

(41)

8

10

11

12

Interest cost on asset limitation and minimum

funding

requirement

6

2

Past service cost

2

35

Defined benefit administrative expenses

5

4

3

2

Total

$

118

$

112

$

11

$

12

$

24

$

24

1

Includes Canada Trust defined benefit pension plan, TD Banknorth defined benefit pension

plan, TD Auto Finance defined benefit pension plan, TD Insurance defined benefit pension

plan, and supplemental executive defined benefit pension plans.

2

Relates to the Pension Fund Society that was modified in fiscal 2024.

TD BANK GROUP • SECOND QUARTER 2025 • REPORT TO SHAREHOLDERS

Page 79

The following table summarizes expenses for

the Bank’s defined contribution plans for the three

and six months ended April 30, 2025 and

April 30, 2024.

Defined Contribution Plan Expenses

(millions of Canadian dollars)

For the three months ended

For the six months ended

April 30

April 30

April 30

April 30

2025

2024

2025

2024

Defined contribution pension plans

1

$

85

$

73

$

191

$

158

Government pension plans

2

140

132

360

329

Total

$

225

$

205

$

551

$

487

1

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

plan.

2

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

Federal Insurance Contributions Act

.

The following table summarizes the remeasurements

recognized in OCI for the Bank’s principal pension

and post-retirement defined benefit plans

and certain of

the Bank’s other material defined benefit pension

plans, for the three and six months ended

April 30, 2025 and April

30, 2024.

Amounts Recognized in Other Comprehensive

Income for Remeasurement of Defined

Benefit Plans

1,2,3

(millions of Canadian dollars)

Principal post-retirement

Principal pension plans

benefit plan

Other pension plans

For the three months ended

April 30

April 30

April 30

April 30

April 30

April 30

2025

2024

2025

2024

2025

2024

Remeasurement gain/(loss) – financial

$

297

$

439

$

12

$

13

$

14

$

18

Remeasurement gain/(loss) – return on plan

assets less

interest income

(366)

(524)

Change in asset limitation and minimum

funding requirement

3

24

Total

$

(66)

$

(61)

$

12

$

13

$

14

$

18

For the six months ended

April 30

April 30

April 30

April 30

April 30

April 30

2025

2024

2025

2024

2025

2024

Remeasurement gain/(loss) – financial

$

158

$

(685)

$

5

$

(23)

$

4

$

(25)

Remeasurement gain/(loss) – return on plan

assets less

interest income

(184)

276

Change in asset limitation and minimum

funding requirement

200

Total

$

(26)

$

(209)

$

5

$

(23)

$

4

$

(25)

1

Excludes the Canada Trust defined benefit pension plan, TD Banknorth defined benefit

pension plan, TD Auto Finance defined benefit pension plan, TD Insurance defined benefit pension

plan, and other employee defined benefit plans operated by the Bank and certain of its subsidiaries not considered material for

disclosure purposes as these plans are not remeasured on

a quarterly basis.

2

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

are updated annually.

3

Amounts are presented on a pre-tax basis.

NOTE 15: INCOME TAXES

International Tax Reform – Pillar Two Global Minimum Tax

On December 20, 2021, the OECD published

Pillar Two model rules as part of its efforts toward international

tax reform. The Pillar Two model rules provide for the

implementation of a 15% global minimum

tax for large multinational enterprises,

which is to be applied on a jurisdiction-by-jurisdiction

basis. Pillar Two legislation

was enacted in Canada on June 20, 2024

under Bill C-69, which includes the

Global Minimum Tax Act

addressing the Pillar Two model rules. Similar legislation

has passed in other jurisdictions in which

the Bank operates and will result in additional

taxes being paid in these countries. The rules

were effective and

implemented by the Bank on November 1, 2024.

The IASB previously issued amendments

to IAS 12

Income Taxes

for a temporary mandatory exception

from the

recognition and disclosure of deferred

taxes related to the implementation of Pillar

Two model rules, which the Bank has applied. For the three

and six months

ended April 30, 2025, the Bank’s effective tax rate

increased by approximately

0.2

% and

0.3

%, respectively, due to Pillar Two taxes (for the three months ended

January 31, 2025 –

0.5

%).

Other Tax Matters

The Canada Revenue Agency (CRA), Revenu

Québec Agency (RQA) and Alberta

Tax and Revenue Administration (ATRA) are denying certain dividend and

interest deductions claimed by the Bank.

As at April 30, 2025, the CRA has reassessed

the Bank for $

1,668

million for the years 2011 to 2019, the RQA has

reassessed the Bank for $

52

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

71

million for the years 2011 to 2018. In total, the

Bank has been reassessed for $

1,791

million of income tax and interest. The Bank

expects to continue to be reassessed for

open years. The Bank is of the view

that its tax filing positions were appropriate

and filed a Notice of Appeal with the

Tax Court of Canada on March 21, 2023.

TD BANK GROUP • SECOND QUARTER 2025 • REPORT TO SHAREHOLDERS

Page 80

NOTE 16: EARNINGS PER SHARE

Basic earnings per share is calculated by

dividing net income attributable to common

shareholders by the weighted-average number

of common shares

outstanding for the period.

Diluted earnings per share is calculated using

the same method as basic earnings per

share except that certain adjustments are made

to net income

attributable to common shareholders and

the weighted-average number of shares outstanding

for the effects of all dilutive potential common

shares that are

assumed to be issued by the Bank.

The following table presents the Bank’s basic and

diluted earnings per share for the three and

six months ended April 30, 2025 and April

30, 2024.

Basic and Diluted Earnings Per Share

(millions of Canadian dollars, except

as noted)

For the three months ended

For the six months ended

April 30

April 30

April 30

April 30

2025

2024

2025

2024

Basic earnings per share

Net income attributable to common shareholders

$

10,929

$

2,374

$

13,636

$

5,124

Weighted-average number of common shares outstanding

(millions)

1,740.5

1,762.8

1,745.3

1,769.8

Basic earnings per share

(Canadian dollars)

$

6.28

$

1.35

$

7.81

$

2.90

Diluted earnings per share

Net income attributable to common shareholders

$

10,929

$

2,374

$

13,636

$

5,124

Net income attributable to common shareholders

including impact of dilutive securities

10,929

2,374

13,636

5,124

Weighted-average number of common shares outstanding

(millions)

1,740.5

1,762.8

1,745.3

1,769.8

Effect of dilutive securities

Stock options potentially exercisable (millions)

1

1.2

1.3

1.0

1.4

Weighted-average number of common shares outstanding

– diluted (millions)

1,741.7

1,764.1

1,746.3

1,771.2

Diluted earnings per share

(Canadian dollars)

1

$

6.27

$

1.35

$

7.81

$

2.89

1

For the three and six months ended April 30, 2025, the computation of diluted earnings per share excluded average

options outstanding of $

4.7

million and $

7.2

million, respectively, with

a weighted-average exercise price of $

92.91

and $

89.12

, respectively, as the option price was greater

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

months ended April 30, 2024, the computation of diluted earnings per share excluded average options outstanding

of

7.3

million and

6.7

million, respectively, with a weighted-average

exercise price of $

89.14

and $

89.93

, respectively, as the option price was greater

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

TD BANK GROUP • SECOND QUARTER 2025 • REPORT TO SHAREHOLDERS

Page 81

NOTE 17: PROVISIONS AND CONTINGENT

LIABILITIES

Other than as described below, there have been no new significant

events or transactions except as previously

identified in Note 26 of the Bank’s 2024 Annual

Consolidated Financial Statements.

(a)

RESTRUCTURING CHARGES

The Bank initiated a new restructuring program

in the second quarter of 2025 to reduce its

cost base and achieve greater efficiency. In connection with this

program, the Bank incurred $

163

million pre-tax of restructuring charges in

the second quarter of 2025. The restructuring

charges primarily relate to: (i) real estate

optimization mainly recorded as a reduction

to buildings and land, (ii) employee severance

and other personnel-related costs recorded

as provisions and (iii) asset

impairment and other rationalization, including

certain business wind-downs.

(b)

LEGAL AND REGULATORY MATTERS

In the ordinary course of business, the Bank

and its subsidiaries are involved in various

legal and regulatory actions, including but

not limited to civil claims and

lawsuits, regulatory examinations, investigations,

audits, and requests for information by

governmental, regulatory and self-regulatory

agencies and law

enforcement authorities in various jurisdictions,

in respect of our businesses and compliance

programs. The Bank establishes provisions

when it becomes

probable that the Bank will incur a loss and

the amount can be reliably estimated.

The Bank also estimates the aggregate range

of reasonably possible losses

(RPL) in its legal and regulatory actions (that

is, those which are neither probable nor

remote), in excess of provisions. However, the Bank does

not disclose the

specific possible loss associated with each underlying

matter given the substantial uncertainty associated

with each possible loss as described below and

the

negative consequences to the Bank’s resolution

of the matters that comprise the

RPL should individual possible losses be disclosed.

As at April 30, 2025, the

Bank’s RPL is from

zero

to approximately $

419

million (October 31, 2024 – from

zero

to approximately $

625

million). The Bank’s provisions and RPL represent

the

Bank’s best estimates based upon currently available

information for actions for which estimates

can be made, but there are a number of factors

that could cause

the Bank’s actual losses to be significantly different

from its provisions or RPL. For example,

the Bank’s estimates involve significant judgment

due to the varying

stages of the proceedings, the existence of

multiple defendants in many proceedings

whose share of liability has yet to be determined,

the numerous yet-

unresolved issues in many of the proceedings,

some of which are beyond the Bank’s control and/or

involve novel legal theories and interpretations,

the attendant

uncertainty of the various potential outcomes

of such proceedings, and the fact that the underlying

matters will change from time to time. In addition,

some actions

seek very large or indeterminate damages.

Refer to Note 26 of the Bank’s 2024 Annual Consolidated

Financial Statements for details on the Bank’s significant

legal and regulatory matters. Based on

the Bank’s current knowledge, and subject to

the factors listed above as well as other uncertainties

inherent in litigation and

regulatory matters, other than as described

below: (i) there have been no notable developments

to the matters previously identified in Note 26

of the Bank’s 2024

Annual Consolidated Financial Statements; and

(ii) since October 31, 2024, no other legal

or regulatory matter has arisen or progressed

to the point that it would

reasonably be expected to result in a material

financial impact to the Bank.

As previously disclosed in Note 26 of the

Bank’s 2024 Annual Consolidated Financial

Statements, on October 10, 2024, the Bank

announced that, following

active cooperation and engagement with

authorities and regulators, it reached a resolution

of previously disclosed investigations related

to its U.S. BSA and AML

compliance programs (the “Global Resolution”).

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,

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. The Bank

is focused on meeting the terms of the

consent orders and plea agreements, including

meeting its requirements to remediate the Bank’s

U.S. BSA/AML programs.

During the first fiscal quarter, the Bank fully paid the remainder

of the monetary penalty owed pursuant

to the consent orders and plea agreements

that were

entered into as part of the Global Resolution.

The payment was covered by provisions previously

taken by the Bank for this matter.

As previously disclosed in Note 26 of the

Bank’s 2024 Annual Consolidated Financial

Statements, the Bank and some former

and current directors, officers and

employees have been named as defendants

in proposed class action lawsuits in

the United States and Canada purporting

to be brought on behalf of TD

shareholders alleging, among other things, that

a decline in the price of TD’s shares was

the result of misleading disclosures

with respect to the Bank’s AML

program and/or the potential outcomes of

the government agencies’ or regulators’ investigations.

The two proposed class actions filed in the

United States have

been consolidated under the

caption Tiessen v. The Toronto-Dominion Bank, et al.,

in the United States District Court for

the Southern District of New York, and a

consolidated amended complaint has been

filed which additionally names TD Bank, N.A.,

TD Bank US Holding Company, and additional former and current

officers as defendants. Out of the three proposed

class actions in Ontario,

Parkin v. The Toronto-Dominion Bank, et al,

has been identified as the lead action

with

the other two Ontario actions being stayed.

There remains one further proposed class

action in Quebec. TD has been advised

that an Ontario resident intends to

seek leave to commence a derivative action

in Canada in the name of TD addressing

alleged breaches relating to its U.S. AML program.

A putative shareholder

derivative action, captioned

Rubin v. Masrani, et al.,

has also been filed purportedly on behalf of

TD in the United States in the Supreme

Court of the State of New

York, New York

County, against certain former and current TD directors,

officers and employees, and certain of TD’s U.S. affiliates and

subsidiaries. The complaint

asserts alleged breaches of duties and other

claims against the individual defendants in

connection with the Bank’s U.S. AML program. All

of the proceedings are

still in early stages and none of the proposed

class action lawsuits have been certified to proceed

as a class action. Losses or damages cannot

be estimated at

this time.

As previously disclosed in Note 26 of the

Bank’s 2024 Annual Consolidated Financial

Statements, the Bank has been named

as defendant in a purported class

action lawsuit in the United States purporting

to be brought on behalf of First Horizon shareholders

alleging that a decline in the price of First

Horizon shares was

the result of alleged misleading disclosures

TD made with respect to TD’s U.S. AML program

and its effect on the Bank’s contemplated merger

with First Horizon.

The lawsuit also names some of the

Bank’s former and current officers and a former employee

as defendants. These proceedings are still

in early stages and have

not been certified to proceed as a class

action. Losses or damages cannot be estimated

at this time.

As previously disclosed in Note 26 of the

Bank’s 2024 Annual Consolidated Financial

Statements, the Bank is a defendant in

Canada and/or the United States

in a number of matters brought by customers,

including class actions, alleging claims

in connection with various fees, practices

and credit decisions. The cases are

in various stages of maturity and include, among

others: a Quebec action against members

of the financial services industry (including

the Bank) regarding the

existence and amount of the insufficient or non-sufficient

funds fee (NSF fee), a Quebec action

against certain brokers (including TD Direct

Investing) regarding

disclosure of foreign conversion fees, and a

Quebec action against members of the automobile

insurance industry (including Primmum Insurance

Company)

regarding underwriting practices in Quebec.

Refer to Note 15 for disclosures related

to tax matters.

TD BANK GROUP • SECOND QUARTER 2025 • REPORT TO SHAREHOLDERS

Page 82

NOTE 18: SEGMENTED INFORMATION

For management reporting purposes, the Bank

reports its results from business operations

and activities under four key business

segments:

Canadian Personal

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

and Insurance, and Wholesale Banking.

The Bank’s other activities are grouped into the

Corporate

segment.

Canadian Personal and Commercial

Banking provides financial products and services

to personal, small business and commercial

customers, and includes

TD Auto Finance Canada. U.S. Retail is comprised

of personal and business banking in

the U.S., TD Auto Finance U.S., the U.S. wealth

business,

as well as the

Bank’s equity investment in Schwab. On February

12, 2025, the Bank sold its entire remaining

equity investment in Schwab,

refer to Note 7 for further details.

Wealth Management and Insurance includes the

Canadian wealth business which provides investment

products and services to institutional and

retail investors,

and the insurance business which provides

property and casualty insurance, as

well as life and health insurance products

to customers across Canada. Wholesale

Banking provides a wide range of capital

markets, investment banking, and corporate

banking products and services,

including underwriting and distribution

of new

debt and equity issues, providing advice

on strategic acquisitions and divestitures, and

meeting the daily trading, funding, and investment

needs of the Bank’s

clients. The Corporate segment includes the

effects of certain asset securitization programs,

treasury management, elimination of taxable

equivalent adjustments

and other management reclassifications,

corporate level tax items, and residual unallocated

revenue and expenses. Effective the first quarter

of 2025, certain U.S.

governance and control investments, including

costs for U.S. BSA/AML remediation, previously

reported in the Corporate segment are now

reported in the U.S.

Retail segment. Comparative amounts have

been reclassified to conform with the presentation

adopted in the current period.

The following table summarizes the segment

results for the three and six months ended

April 30, 2025 and April 30, 2024.

Results by Business Segment

1

(millions of Canadian dollars)

Canadian

Wealth

Personal and

Management

Commercial Banking

U.S. Retail

and Insurance

Wholesale Banking

2

Corporate

2

Total

For the three months ended April 30

2025

2024

2025

2024

2025

2024

2025

2024

2025

2024

2025

2024

Net interest income (loss)

$

4,023

$

3,812

$

3,038

$

2,841

$

362

$

304

$

45

$

189

$

657

$

319

$

8,125

$

7,465

Non-interest income (loss)

968

1,027

(445)

606

3,141

2,810

2,084

1,751

9,064

160

14,812

6,354

Total revenue

4,991

4,839

2,593

3,447

3,503

3,114

2,129

1,940

9,721

479

22,937

13,819

Provision for (recovery of)

credit losses

622

467

442

380

123

55

154

169

1,341

1,071

Insurance service expenses

1,417

1,248

1,417

1,248

Non-interest expenses

2,052

1,957

2,338

2,694

1,131

1,027

1,461

1,430

1,157

1,293

8,139

8,401

Income (loss) before income taxes

and share of net income from

investment in Schwab

2,317

2,415

(187)

373

955

839

545

455

8,410

(983)

12,040

3,099

Provision for (recovery of)

income taxes

649

676

(229)

49

248

218

126

94

191

(308)

985

729

Share of net income from

investment in Schwab

3,4

78

183

(4)

11

74

194

Net income (loss)

$

1,668

$

1,739

$

120

$

507

$

707

$

621

$

419

$

361

$

8,215

$

(664)

$

11,129

$

2,564

For the six months ended April 30

2025

2024

2025

2024

2025

2024

2025

2024

2025

2024

2025

2024

Net interest income (loss)

$

8,158

$

7,645

$

6,102

$

5,740

$

731

$

589

$

(62)

$

387

$

1,062

$

592

$

15,991

$

14,953

Non-interest income (loss)

1,982

2,078

(727)

1,210

6,370

5,660

4,191

3,333

9,179

299

20,995

12,580

Total revenue

10,140

9,723

5,375

6,950

7,101

6,249

4,129

3,720

10,241

891

36,986

27,533

Provision for (recovery of)

credit losses

1,143

890

893

765

195

65

322

352

2,553

2,072

Insurance service expenses

2,924

2,614

2,924

2,614

Non-interest expenses

4,138

3,941

4,718

5,153

2,304

2,074

2,996

2,930

2,053

2,333

16,209

16,431

Income (loss) before income taxes

and share of net income from

investment in Schwab

4,859

4,892

(236)

1,032

1,873

1,561

938

725

7,866

(1,794)

15,300

6,416

Provision for (recovery of)

income taxes

1,360

1,368

(421)

32

486

385

220

159

38

(581)

1,683

1,363

Share of net income from

investment in Schwab

3,4

277

377

28

(42)

305

335

Net income (loss)

$

3,499

$

3,524

$

462

$

1,377

$

1,387

$

1,176

$

718

$

566

$

7,856

$

(1,255)

$

13,922

$

5,388

1

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.

2

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

reflected in Wholesale Banking is reversed in the Corporate

segment.

3

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 Federal

Deposit Insurance Corporation special assessment charge are recorded in the Corporate segment.

4

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

Note 7 for further details.

TD BANK GROUP • SECOND QUARTER 2025 • REPORT TO SHAREHOLDERS

Page 83

Total Assets by Business Segment

(millions of Canadian dollars)

Canadian

Wealth

Personal and

Management

Wholesale

Commercial Banking

U.S. Retail

and Insurance

Banking

Corporate

Total

As at April 30, 2025

Total assets

$

591,935

$

543,516

$

23,022

$

742,949

$

162,852

$

2,064,274

As at October 31, 2024

Total assets

$

584,468

$

606,572

$

23,217

$

686,795

$

160,699

$

2,061,751

NOTE 19: INTEREST INCOME AND EXPENSE

The following tables present interest income

and interest expense by basis of accounting

measurement.

Interest Income

(millions of Canadian dollars)

For the three months ended

For the six months ended

April 30, 2025

April 30, 2024

April 30, 2025

April 30, 2024

Measured at amortized cost

1

$

18,227

$

19,694

$

38,071

$

39,260

Measured at FVOCI – Debt instruments

1

1,058

965

1,960

1,898

19,285

20,659

40,031

41,158

Measured or designated at FVTPL

2,172

2,247

4,233

4,497

Measured at FVOCI – Equity instruments

125

90

190

154

Total

$

21,582

$

22,996

$

44,454

$

45,809

1

Interest income is calculated using EIRM.

Interest Expense

(millions of Canadian dollars)

For the three months ended

For the six months ended

April 30, 2025

April 30, 2024

April 30, 2025

April 30, 2024

Measured at amortized cost

1

$

10,622

$

12,504

$

22,442

$

24,696

Measured or designated at FVTPL

2,835

3,027

6,021

6,160

Total

$

13,457

$

15,531

$

28,463

$

30,856

1

Interest expense is calculated using EIRM.

NOTE 20: REGULATORY CAPITAL

The Bank manages its capital under guidelines

established by OSFI. The regulatory

capital guidelines measure capital in relation

to credit, market, and operational

risks. The Bank has various capital policies,

procedures, and controls which it utilizes

to achieve its goals and objectives. The

Bank is designated as a domestic

systemically important bank (D-SIB) and

a global systemically important bank (G-SIB).

Canadian banks designated as D-SIBs are required

to comply with OSFI’s minimum targets for risk-based

capital and leverage ratios. The minimum

targets

include a D-SIB surcharge and Domestic Stability

Buffer (DSB) for CET1, Tier 1, Total Capital and risk-based Total Loss Absorbing Capacity (TLAC) ratios. The

DSB level was increased to

3.5

% as of November 1, 2023, and as a

result the published regulatory minimum

targets are set at

11.5

%,

13.0

%,

15.0

% and

25.0

%,

respectively. The OSFI target includes the greater of the D-SIB or

G-SIB surcharge, both of which are

currently

1

% for the Bank. The OSFI target for leverage

requires D-SIBs to hold a leverage ratio buffer of

0.50

% in addition to the existing minimum

requirement. This sets the published regulatory

minimum targets for

leverage and TLAC leverage ratios at

3.5

% and

7.25

%, respectively.

The Bank complied with all minimum risk-based

capital and leverage ratio requirements

set by OSFI in the six months ended April 30,

2025.

The following table summarizes the Bank’s regulatory

capital positions as at April 30, 2025 and

October 31, 2024.

Regulatory Capital Position

(millions of Canadian dollars, except

as noted)

As at

April 30

October 31

2025

2024

Capital

Common Equity Tier 1 Capital

$

93,048

$

82,714

Tier 1 Capital

103,459

93,248

Total Capital

115,526

105,745

Risk-weighted assets used in the calculation

of capital ratios

624,636

630,900

Capital and leverage ratios

Common Equity Tier 1 Capital ratio

14.9

%

13.1

%

Tier 1 Capital ratio

16.6

14.8

Total Capital ratio

18.5

16.8

Leverage ratio

4.7

4.2

TLAC Ratio

31.0

28.7

TLAC Leverage Ratio

8.7

8.1

TD BANK GROUP • SECOND QUARTER 2025 • REPORT TO SHAREHOLDERS

Page 84

SHAREHOLDER AND INVESTOR INFORMATION

Shareholder Services

If you:

And your inquiry relates to:

Please contact:

Are a registered shareholder (your name appears

on your TD share certificate)

Missing dividends, lost share certificates, estate

questions, address changes to the share register,

dividend bank account changes, the dividend

reinvestment plan, eliminating duplicate mailings

of

shareholder materials or stopping (or resuming)

receiving annual and quarterly reports

Transfer Agent:

TSX Trust Company

301-100 Adelaide Street West

Toronto, ON M5H 4H1

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

or 416-682-3860

Facsimile: 1-888-249-6189

shareholderinquiries@tmx.com or www.tsxtrust.com

Hold your TD shares through the

Direct Registration System

in the United States

Missing dividends, lost share certificates, estate

questions, address changes to the share register,

eliminating duplicate mailings of shareholder

materials or stopping (or resuming) receiving

annual

and quarterly reports

Co-Transfer Agent and Registrar:

Computershare Trust Company, N.A.

P.O. Box 43006

Providence, RI 02940-3006

or

Computershare Trust Company, N.A.

150 Royall Street

Suite 101

Canton, MA 02021

1-866-233-4836

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

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

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

Email inquiries: web.queries@computershare.com

For electronic access to your account visit:

www.computershare.com/investor

Beneficially own TD shares that are

held in the

name of an intermediary, such as a bank,

a trust

company, a securities broker or other nominee

Your TD shares, including questions

regarding the

dividend reinvestment plan and mailings of

shareholder materials

Your intermediary

For all other shareholder inquiries, please

contact TD Shareholder Relations at

416-944-6367 or 1-866-756-8936 or email

tdshinfo@td.com. Please note that by

leaving us an e-mail or voicemail message,

you are providing your consent for us to

forward your inquiry to the appropriate party

for response.

General Information

Products and services: Contact TD

Canada Trust, 24 hours a day, seven

days a week: 1-866-567-8888

French: 1-866-233-2323

Cantonese/Mandarin: 1-800-328-3698

Telephone device for the hearing impaired

(TTY): 1-800-361-1180

Website:

www.td.com

Email:

customer.service@td.com

Quarterly Earnings Conference Call

TD Bank Group will host an earnings conference

call in Toronto, Ontario on May 22, 2025.

The call will be audio webcast live through

TD’s

website at 8:00 a.m. ET.

The call will feature presentations by

TD executives on the Bank’s financial results

for the second quarter and discussions

of related disclosures, followed by a

question-and-answer period with analysts.

The presentation material referenced

during the call will be available on the

TD website at

www.td.com/investor

on

May 22, 2025, in advance of the call.

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 May 22, 2025,

until 11:59 p.m. ET on June 6, 2025,

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

free). The passcode is 8753393#.

ex992

THE TORONTO-DOMINION BANK

EARNINGS COVERAGE ON SUBORDINATED

NOTES AND DEBENTURES,

PREFERRED SHARES CLASSIFIED AS EQUITY,

AND LIABILITIES FOR

PREFERRED SHARES AND OTHER EQUITY INSTRUMENTS

AND CAPITAL

TRUST SECURITIES

FOR THE TWELVE

MONTHS ENDED APRIL 30, 2025

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

requirements on all its outstanding preferred

shares and other equity instruments in respect

of the twelve months

ended April 30, 2025 and adjusted to a before-tax

equivalent using an effective tax rate of approximately

18.1% for the twelve months ended April

30, 2025,

amounted to $670 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 $1,204 million for the twelve months

ended April 30, 2025.

The Bank’s reported net income, before interest

on subordinated debt and liabilities for

preferred shares and capital trust securities and

income taxes was $20,241 million for the

twelve months ended April 30,

2025, which was 16.8 times the Bank’s aggregate

dividend and interest requirement for

this period.

On an adjusted basis, the Bank’s net income before

interest on subordinated debt and liabilities

for preferred shares and other equity instruments

and capital

trust securities and income taxes for the twelve

months ended April 30, 2025,

was $17,309 million, which was 14.4 times

the Bank’s aggregate dividend and

interest requirement for this period.

The Bank prepares its interim consolidated

financial statements in accordance with International

Financial Reporting Standards (IFRS),

the current generally

accepted accounting principles (GAAP),

and refers to results prepared in accordance

with IFRS as “reported”

results. The Bank also utilizes non-GAAP

financial

measures such as “adjusted”

results (i.e. reports results excluding

“items of note”) and non-GAAP ratios to

assess each of its businesses and measure

overall

Bank performance. The Bank believes that non-GAAP

financial measures and non-GAAP ratios

provide the reader with a better understanding

of how

management views the Bank’s performance.

Non-GAAP financial measures and ratios used

in this presentation are not defined under

IFRS, and, therefore, may

not be comparable to similar terms used by

other issuers. See “How We Performed”

and “Quarterly Results” sections of the

Bank’s second quarter 2025 MD&A

(available at www.td.com/investor and www.sedarplus.ca), which are incorporated

by reference, for further explanation,

reported basis results, a list of the items

of

note, and a reconciliation of adjusted to reported

results.

ex993

RETURN ON ASSETS, DIVIDEND PAYOUTS, AND EQUITY TO ASSETS RATIOS

1

For the three months ended

For the year ended

April 30, 2025

January 31, 2025

October 31, 2024

Return on Assets – reported

2

2.08

%

0.52

%

0.42

%

Return on Assets – adjusted

3

0.65

0.68

0.70

Dividend Payout Ratio – reported

4

16.7

67.9

86.3

Dividend Payout Ratio – adjusted

5

53.3

52.0

52.2

Equity to Asset Ratio

6

5.8

5.7

5.7

1

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

(IFRS), the current generally accepted accounting principles

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

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

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

performance. The Bank believes that non-GAAP financial measures

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

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

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

issuers. For further explanation regarding reported basis results, list

of the items of note, and a reconciliation of adjusted to reported results,

refer to “Significant Events”, “How We Performed”,

and “How Our Businesses Performed“ sections

of the Bank’s

second quarter 2025 MD&A (available at www.td.com/investor and www.sedar.com),

which are incorporated by reference.

2

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

3

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

4

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

5

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

6

Calculated as average total equity divided by average total assets.

ex994

ex994p1i0

TD BANK GROUP • SECOND QUARTER 2025 •

EARNINGS NEWS RELEASE

Page 1

TD Bank Group Reports Second Quarter 2025 Results

Earnings News Release

Three and six months ended April 30, 2025

This quarterly Earnings News Release (ENR)

should be read in conjunction with the

Bank’s unaudited second quarter 2025

Report to Shareholders for the three

and six months ended April 30,

2025, prepared in accordance with International

Financial Reporting Standards (IFRS)

as issued by the International

Accounting

Standards Board (IASB), which is available

on our website at http://www.td.com/investor/.

This ENR is dated May 21, 2025. Unless

otherwise indicated, all

amounts are expressed in Canadian dollars, and

have been primarily derived from the Bank’s

Annual or Interim Consolidated Financial

Statements prepared in

accordance with IFRS. Certain comparative

amounts have been revised to conform with

the presentation adopted in the current period.

Additional information

relating to the Bank is available on the Bank’s website

at http://www.td.com,

as well as on SEDAR+ at http://www.sedarplus.ca

and on the U.S. Securities and

Exchange Commission’s (SEC) website at http://www.sec.gov

(EDGAR filers section).

Reported results conform with generally

accepted accounting principles (GAAP),

in accordance with IFRS.

Adjusted results are non-GAAP financial

measures.

For additional information about the Bank’s use

of non-GAAP financial measures, refer

to “Significant Events”,

“Non-GAAP and Other Financial

Measures” in the

“How We Performed”,

or “How Our Businesses Performed” sections

of this document.

SECOND QUARTER FINANCIAL HIGHLIGHTS,

compared with the second quarter last

year:

Reported diluted earnings per share were

$6.27, compared with $1.35.

Adjusted diluted earnings per share were

$1.97, compared with $2.04.

Reported net income was $11,129 million, compared with

$2,564 million.

Adjusted net income was $3,626 million,

compared with $3,789 million.

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

30, 2025, compared with the corresponding

period last year:

Reported diluted earnings per share were

$7.81, compared with $2.89.

Adjusted diluted earnings per share were

$3.99, compared with $4.04.

Reported net income was $13,922 million,

compared with $5,388 million.

Adjusted net income was $7,249 million,

compared with $7,426 million.

SECOND QUARTER ADJUSTMENTS (ITEMS

OF NOTE)

The second quarter reported earnings figures

included the following items of note:

Amortization of acquired intangibles

of $43 million ($35 million after tax or 2

cents per share), compared with $72 million

($62 million after tax or

4 cents per share) in the second quarter

last year.

Acquisition and integration charges related

to the Cowen acquisition of $34 million

($26 million after tax or 2 cents

per share), compared with

$102 million ($80 million after tax or 4 cents

per share) in the second quarter last year.

Impact from the terminated First Horizon

Corporation (FHN) acquisition-related

capital hedging strategy of $47 million ($35

million after tax or

2 cents per share), compared with $64 million

($48 million after tax or 3 cents per

share) in the second quarter last year.

U.S. balance sheet restructuring of $1,129

million ($847 million after tax or 49 cents

per share).

Restructuring charges of $163 million

($122 million after tax or 7 cents per share),

compared with $165 million ($122 million

after tax or 7 cents per

share) under a previous program in the

second quarter last year.

Gain on sale of Schwab shares of $8,975

million ($8,568 million after tax or $4.92

per share).

TORONTO

, May 22, 2025 – TD Bank Group (“TD” or the “Bank”)

today announced its financial results for the second quarter

ended April 30, 2025. Reported earnings were

$11.1 billion, up 334% compared

with the second quarter last year,

reflecting the Bank's sale of its remaining equity investment

in The Charles Schwab Corporation

(“Schwab”), and adjusted earnings were $3.6 billion, down

4%.

“TD delivered strong results this quarter,

with robust trading and fee income in our markets-driven

businesses as well as deposit and loan growth in Canadian

Personal and

Commercial Banking,”

said Raymond Chun, Group President and CEO, TD

Bank Group. “Our U.S. balance sheet restructuring is

on track, and we are making consistent

progress on AML remediation. We are well positioned

as we enter the second half of the year,

and we continue to strengthen our Bank by investing

in the client experience,

enhancing our digital capabilities, and simplifying how we

operate to achieve greater speed and execution excellence.

Canadian Personal and Commercial Banking results

driven by continued volume growth in loans and

deposits

Canadian Personal and Commercial Banking net income was

$1,668 million, a decrease of 4% compared with the second

quarter last year, reflecting higher

provisions for

credit losses (PCL) and non-interest expenses, partially offset

by higher revenue. Revenue increased 3%, primarily

reflecting loan and deposit growth.

The Canadian Personal Bank reported another quarter

of solid acquisition growth, including a record in digital

day-to-day sales. The Canadian Personal Bank

also delivered a

strong quarter of credit card growth and referral volumes

to Wealth and Business Banking. This quarter,

Business Banking reported strong commercial loan

growth, record

second-quarter retail originations in TD Auto Finance (TDAF),

and robust customer acquisition in Small Business Banking.

In addition, TDAF scored highest in two segments

of the J.D. Power 2025 Canada Dealer Financing Satisfaction

Study, ranking #1 for

Dealer Satisfaction among Non-Prime and Prime Credit Non

-Captive Automotive

Financing Lenders

1

.

The U.S. Retail Bank delivered continued momentum

and progress on balance sheet restructuring

U.S. Retail reported net income for the quarter was $120

million (US$89 million), down 76% (77% in U.S. dollars),

compared with the second quarter last year.

On an adjusted

basis, net income was $967 million (US$680 million),

down 19% (23% in U.S. dollars). Reported net income

for the quarter from the Bank’s prior investment

in Schwab was

$78 million (US$54 million), a decrease of 57% (60% in

U.S. dollars), compared with the second quarter last year

reflecting the Bank’s sale of its remaining

equity investment

in Schwab this quarter.

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

prior investment in Schwab, reported net income was $42

million (US$35 million), down 87% (86% in U.S.

dollars),

compared with the second quarter last year,

primarily reflecting the impact of balance sheet restructuring

activities, higher governance and control investments,

including costs

1

TD Auto Finance received the highest score in the retail non-captive non-prime segment and the retail non-captive prime segment in the J.D. Power 2024-2025 Canada Dealer Financing Satisfaction

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

TD BANK GROUP • SECOND QUARTER 2025 •

EARNINGS NEWS RELEASE

Page 2

for U.S. BSA/AML remediation, and higher PCL, partially

offset by the impact of charges for the global

resolution of the investigations into the Bank’s

U.S. BSA/AML program

and FDIC special assessment charge in the second

quarter last year. On an adjusted

basis, net income was $889 million (US$626 million),

down 13% (16% in U.S. dollars)

compared with the second quarter last year,

reflecting higher governance and control investments,

including costs for U.S. BSA/AML remediation, and

higher PCL, partially

offset by higher revenue.

This quarter, the U.S. Retail Bank

demonstrated

resilience and delivered continued momentum, with its

sixth quarter of consumer deposit growth and double

-digit growth in

U.S. Wealth assets year over year.

This quarter, TD Bank, America’s

Most Convenient Bank

®

, ranked #1 in Florida for retail banking customer satisfaction

in the J.D. Power

2025 U.S. Retail Banking Satisfaction Study

2

.

Wealth Management and Insurance delivered strong

results across diversified businesses

Wealth Management and Insurance net income

was $707 million, an increase of 14% compared with

the second quarter last year, with

strong revenue growth in both

businesses. This quarter’s revenue growth of 12% reflected higher

insurance premiums, higher fee-based revenue, and transaction

revenue.

This quarter, Wealth Management

and Insurance continued to invest in client-centric innovation

and deliver growth. TD Asset Management

(TDAM) launched the TD

Greystone Infrastructure iCapital Canada Access Fund, expanding

access to direct private infrastructure to retail investors.

TDAM also added more than $5 billion in net

institutional assets, demonstrating its strength as the #1 institutional

asset manager in Canada among the Big 5 banks.

The TD Private Wealth Management and TD

Financial

Planning businesses delivered strong net asset growth this

quarter. Additionally,

TD Insurance continued to deliver double-digit premium

growth and further increased its

market share

3

.

Wholesale Banking delivered record revenue including

fees earned from TD’s sale of its remaining

equity investment in Schwab

Wholesale Banking reported net income for the quarter was

$419 million, an increase of 16% compared with the second

quarter last year, primarily reflecting

higher revenue,

partially offset by higher PCL and non-interest expenses.

On an adjusted basis, net income was $445 million,

an increase of 1% compared with the second

quarter last year.

Revenue for the quarter was a record $2,129 million, an

increase of 10% compared with the second quarter

last year, primarily reflecting higher

trading-related revenue, and

underwriting fees, including those associated with the Bank’s

sale of its remaining equity investment in Schwab.

This quarter, Wholesale Banking executed

the largest sole-managed convertible offering in

the U.S. since 2020, demonstrating the strength

of its capabilities and market

influence. Wholesale Banking was voted Overall Commodities

Dealer in the Energy Risk Commodity Rankings

2025, run by Risk.net, reflecting its global leadership,

reliability,

and client trust.

Capital

TD’s Common Equity Tier 1 Capital

ratio was 14.9%.

Conclusion

“We are operating in a fluid macroeconomic environment.

As we navigate this period of uncertainty,

TD is very well-capitalized, prepared for a broad range

of economic

scenarios, and remains focused on the needs and goals of

our clients,” added Chun. “I want to thank our colleagues

for their continued efforts as we further

strengthen our

Bank and build for the future.”

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

on page 3.

2

TD Bank received the highest score in a tie in Florida in the J.D. Power 2025 U.S. Retail Banking Satisfaction Study, which measures customers’ satisfaction with their primary bank. Visit

jdpower.com/awards for more details.

3

Rankings based on data provided by OSFI, Insurers and the Insurance Bureau of Canada for the year ended December 31, 2024. Excludes public insurance regimes (ICBC, MPI and SAF).

TD BANK GROUP • SECOND QUARTER 2025 •

EARNINGS NEWS RELEASE

Page 3

Caution Regarding Forward-Looking Statements

From time to time, the Bank (as defined in this document) makes written and/or oral forward-looking statements, including

in this document, in other filings with Canadian regulators or the United States (U.S.) Securities

and

Exchange Commission (SEC), and in other communications. In addition, representatives of the

Bank may make forward-looking statements orally to analysts, investors, the media, and others. All such

statements are made

pursuant to the “safe harbour” provisions of, and are intended to be forward-looking statements

under, applicable Canadian and U.S. securities legislation, including the U.S. 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”, “forecast”, “outlook”, “plan”, “goal”, “target”, “possible”,

“potential”,

“predict”, “project”, “may”, and “could” and similar expressions or variations thereof, or the negative thereof,

but these terms are not the exclusive means of identifying such statements. By their very

nature, these forward-

looking statements require the Bank to make assumptions and are subject to inherent risks and

uncertainties, general and specific. Especially in light of the uncertainty related to the physical, financial,

economic, political,

and regulatory environments, such risks and uncertainties – many of which are beyond the Bank’s control

and the effects of which can be difficult to predict – may cause actual results to differ materially from the

expectations 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, compliance and legal, 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; geopolitical risk (including policy, trade and tax-related risks and the

potential impact of any new or elevated tariffs or any retaliatory tariffs); inflation, interest rates and recession uncertainty; regulatory

oversight and compliance risk; risks associated with the Bank’s ability to satisfy the terms

of the global resolution of the investigations into the Bank’s U.S.

Bank Secrecy Act

(BSA)/anti-money laundering (AML) program; the impact of the global resolution of the 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; 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”, “Significant and Subsequent Events” or “Update on U.S. Bank Secrecy

Act (BSA)/Anti-Money Laundering (AML) Program Remediation and Enterprise AML Program Improvement

Activities“ 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 and news releases (as

applicable).

Any forward-looking statements contained in this document represent the views of management only as

of the date hereof and are presented for the purpose of assisting the Bank’s shareholders and analysts in

understanding the Bank’s financial position, objectives and priorities and anticipated financial performance as at and

for the periods ended on the dates presented, and may not be appropriate for other

purposes. The Bank

does not undertake to update any forward-looking statements, whether written or oral, that may be

made from time to time by or on its behalf, except as required under applicable securities legislation.

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

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

TD BANK GROUP • SECOND QUARTER 2025 •

EARNINGS NEWS RELEASE

Page 4

TABLE 1: FINANCIAL HIGHLIGHTS

(millions of Canadian dollars, except

as noted)

For the three months ended

For the six months ended

April 30

January 31

April 30

April 30

April 30

2025

2025

2024

2025

2024

Results of operations

Total revenue – reported

$

22,937

$

14,049

$

13,819

$

36,986

$

27,533

Total revenue – adjusted

1

15,138

15,030

13,883

30,168

27,654

Provision for (recovery of) credit losses

1,341

1,212

1,071

2,553

2,072

Insurance service expenses (ISE)

1,417

1,507

1,248

2,924

2,614

Non-interest expenses – reported

8,139

8,070

8,401

16,209

16,431

Non-interest expenses – adjusted

1

7,908

7,983

7,084

15,891

14,209

Net income – reported

11,129

2,793

2,564

13,922

5,388

Net income – adjusted

1

3,626

3,623

3,789

7,249

7,426

Financial position

(billions of Canadian dollars)

Total loans net of allowance for loan losses

$

936.4

$

965.3

$

928.1

$

936.4

$

928.1

Total assets

2,064.3

2,093.6

1,966.7

2,064.3

1,966.7

Total deposits

1,267.7

1,290.5

1,203.8

1,267.7

1,203.8

Total equity

126.1

119.0

112.0

126.1

112.0

Total risk-weighted assets

2

624.6

649.0

602.8

624.6

602.8

Financial ratios

Return on common equity (ROE) – reported

3

39.1

%

10.1

%

9.5

%

24.8

%

10.2

%

Return on common equity – adjusted

1

12.3

13.2

14.5

12.7

14.3

Return on tangible common equity (ROTCE)

1,3

48.0

13.4

13.0

31.3

13.9

Return on tangible common equity – adjusted

1

15.0

17.2

19.2

15.9

18.9

Efficiency ratio – reported

3

35.5

57.4

60.8

43.8

59.7

Efficiency ratio – adjusted, net of ISE

1,3,4

57.6

59.0

56.1

58.3

56.7

Provision for (recovery of) credit losses

as a % of net

average loans and acceptances

0.58

0.50

0.47

0.54

0.45

Common share information – reported

(Canadian dollars)

Per share earnings

Basic

$

6.28

$

1.55

$

1.35

$

7.81

$

2.90

Diluted

6.27

1.55

1.35

7.81

2.89

Dividends per share

1.05

1.05

1.02

2.10

2.04

Book value per share

3

66.75

61.61

57.69

66.75

57.69

Closing share price (TSX)

5

88.09

82.91

81.67

88.09

81.67

Shares outstanding (millions)

Average basic

1,740.5

1,749.9

1,762.8

1,745.3

1,769.8

Average diluted

1,741.7

1,750.7

1,764.1

1,746.3

1,771.2

End of period

1,722.5

1,751.7

1,759.3

1,722.5

1,759.3

Market capitalization (billions of Canadian dollars)

$

151.7

$

145.2

$

143.7

$

151.7

$

143.7

Dividend yield

3

5.0

%

5.4

%

5.1

%

5.2

%

5.0

%

Dividend payout ratio

3

16.6

67.8

75.6

26.8

70.3

Price-earnings ratio

3

9.1

17.5

13.8

9.1

13.8

Total shareholder return (1 year)

3

13.6

6.9

4.5

13.6

4.5

Common share information – adjusted

(Canadian dollars)

Per share earnings

Basic

$

1.97

$

2.02

$

2.04

$

3.99

$

4.05

Diluted

1.97

2.02

2.04

3.99

4.04

Dividend payout ratio

53.0

%

51.9

%

49.9

%

52.4

%

50.3

%

Price-earnings ratio

11.4

10.6

10.5

11.4

10.5

Capital ratios

3

Common Equity Tier 1 Capital ratio

14.9

%

13.1

%

13.4

%

14.9

%

13.4

%

Tier 1 Capital ratio

16.6

14.7

15.1

16.6

15.1

Total Capital ratio

18.5

17.0

17.1

18.5

17.1

Leverage ratio

4.7

4.2

4.3

4.7

4.3

TLAC ratio

31.0

29.5

30.6

31.0

30.6

TLAC Leverage ratio

8.7

8.5

8.7

8.7

8.7

1

The Toronto-Dominion Bank (“TD”

or the “Bank”) prepares its Interim Consolidated Financial Statements in accordance with IFRS,

the current GAAP, and

refers to results prepared in

accordance with IFRS as the “reported” results. The Bank also utilizes non-GAAP financial measures

such as “adjusted” results and non-GAAP ratios to assess each of its businesses

and to measure overall Bank performance. To

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

Events”, “How We Performed” or “How

Our Businesses Performed” sections

of this document for further explanation, a list of the items of note, and a reconciliation of

adjusted to reported results. Non-GAAP financial measures

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

terms used by other issuers.

2

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

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

Requirements,

Leverage Requirements, and Total Loss

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

quarter of 2025 Management’s Discussion and

Analysis (MD&A) for further details.

3

For additional information about these metrics, refer to the Glossary in the second quarter of 2025 MD&A,

which is incorporated by reference.

4

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

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

Q2 2025: $13,721 million, Q1 2025: $13,523 million, Q2 2024: $12,635 million, 2025 YTD: $27,244 million, 2024

YTD: $25,040 million.

5

Toronto Stock Exchange closing market

price.

ex994p5i0

TD BANK GROUP • SECOND QUARTER 2025 •

EARNINGS NEWS RELEASE

Page 5

SIGNIFICANT EVENTS

a)

Sale of Schwab Shares

On February 12, 2025, the Bank sold its entire

remaining equity investment in the Charles

Schwab Corporation (“Schwab”) through a

registered offering and share

repurchase by Schwab. Immediately prior

to the sale, TD held 184.7 million shares of

Schwab’s common stock, representing 10.1%

economic ownership. The sale

of the shares resulted in proceeds of approximately

$21.0 billion (US$14.6 billion) and

the Bank recognized

a net gain on sale of approximately $8.6 billion

(US$5.8 billion). This gain is net of the release

of related cumulative foreign currency

translation from AOCI, the release of AOCI on

designated net investment

hedging items, direct transaction costs,

and taxes. The Bank also recognized

$184 million of underwriting fees in its

Wholesale segment as a result of TD

Securities acting as a lead bookrunner on

the transaction.

The transaction increased

Common Equity Tier 1 (CET1) capital by approximately

238 basis points (bps). The Bank discontinued

recording its share of

earnings available to common shareholders

from its investment in Schwab following

the sale. The Bank continues to have a

business relationship with Schwab

through the IDA Agreement.

b) Restructuring Charges

The Bank initiated a new restructuring program

in the second quarter of 2025 to reduce its

cost base and achieve greater efficiency. In connection with this

program, the Bank incurred $163 million

pre-tax of restructuring charges in

the second quarter of 2025 which primarily

relate to real estate optimization, employee

severance and other personnel-related

costs, and asset impairment and other rationalization,

including certain business wind-downs.

The Bank expects to incur

total restructuring charges of $600 million

to $700 million pre-tax over the next several

quarters, to generate savings of approximately

$100 million pre-tax in fiscal

2025 and fully realized annual savings of $550

million to $650 million pre-tax, including savings

from an approximate 2% workforce

reduction

4

.

UPDATE ON U.S. BANK

SECRECY ACT (BSA)/ANTI-MONEY LAUNDERING (AML

)

PROGRAM REMEDIATION

AND

ENTERPRISE AML PROGRAM IMPROVEMENT ACTIVITIES

As previously disclosed in the Bank’s 2024

MD&A, on October 10, 2024, the Bank announced

that, following active cooperation and engagement

with authorities

and regulators, it reached a resolution of previously

disclosed investigations related to its

U.S. BSA/AML compliance programs (the “Global

Resolution”). 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, 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. The Bank is focused

on meeting the terms of the consent orders and

plea

agreements, including meeting its requirements

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

In addition, the Bank is also undertaking several

improvements

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

(“Enterprise AML Program”).

For additional information on the Global

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

remediation activities, the Bank’s Enterprise

AML Program improvement

activities, and the risks associated with the

foregoing, see the “Significant Events – Global

Resolution of the Investigations into the Bankְ’s U.S. BSA/AML

Program”

and “Risk Factors That May Affect Future Results

– Global Resolution of the Investigations into

the Bank’s U.S. BSA/AML Program” sections of

the Bank’s

2024 MD&A.

Remediation of the U.S. BSA/AML Program

The Bank remains focused on remediating

its U.S. BSA/AML program to meet the requirements

of the Global Resolution. As noted in the

Bank’s first quarter 2025

MD&A, the Bank continues to expect to have

the majority of its management remediation

actions implemented in calendar 2025

with remaining management

implementations planned for calendar 2026

and into calendar 2027. Sustainability

and testing activities are planned for calendar

2026 and calendar 2027 following

management implementations, and the Bank

is targeting to have the Suspicious Activity

Report lookback completed in calendar 2027

per the OCC consent order.

For fiscal 2025, the Bank continues to expect

U.S. BSA/AML remediation and related

governance and control investments of

approximately US$500 million pre-tax

and expects similar investments in fiscal

2026

5

. As noted in the Bank’s 2024 MD&A, 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.

Following such independent reviews, testing,

and validation, there could be additional remediation

related

implementations required from the Bank

that would take place after calendar 2027.

In addition, as the Bank undertakes the lookback

reviews, the Bank may be

required to further expand the scope of the review, either in

terms of the subjects being addressed and/or

the time period reviewed. The following

graph illustrates

the Bank’s expected remediation plan and progress

on a calendar year basis, based on its

work to date:

As noted in the Bank’s 2024 MD&A including in the

“Risk Factors That May Affect Future Results

– Global Resolution of the Investigations

into the Bank’s U.S.

BSA/AML Program” section thereof, the Bank’s

remediation timeline is based on the Bank’s

current plans, as well as assumptions related

to the duration of

4

The Bank's expectations regarding the restructuring program are subject to inherent uncertainties and are based on the Bank's assumptions regarding certain factors, including rate of natural attrition,

talent re-deployment opportunities, years-of-service, execution timing of actions, decisions to expand on or reduce the restructuring actions (e.g., scope of real estate optimization, additional

rationalizations), and foreign exchange translation impacts. Refer to the “Risk Factors That May Affect Future Results” section of this document for additional information about risks and uncertainties

that may impact the Bank’s estimates.

5

The total amount expected to be spent on remediation and governance and control investments is subject to inherent uncertainties and may vary based on the scope of work in the U.S. BSA/AML

remediation plan which could change as a result of additional findings that are identified as work progresses as well as the Bank’s ability to successfully execute against the U.S. BSA/AML remediation

program in accordance with the U.S. Retail segment’s fiscal 2025 and medium term plan.

TD BANK GROUP • SECOND QUARTER 2025 •

EARNINGS NEWS RELEASE

Page 6

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 because of various factors such

as (i) the requirement to obtain regulatory

approval or non-objection before

proceeding with various steps, and (ii) the requirement

for the various deliverables to be acceptable

to the regulators and/or the monitor. As of the date hereof,

the

Bank believes that it and its applicable

U.S. subsidiaries have taken such actions as

are required of them to date under the terms

of the consent orders and plea

agreements and is not aware of them being in

breach of the same.

While substantial work remains, in addition

to the work that has been completed and

previously outlined in the Bank’s 2024 MD&A and

first quarter 2025 MD&A,

the Bank continued to make progress on

remediating and strengthening its U.S. BSA/AML

program during the second fiscal quarter

of 2025, including:

1)

incremental improvements to transaction

monitoring capabilities with the implementation

of the final round of planned scenarios into

the Bank’s U.S.

transaction monitoring system as set out in

our U.S. BSA/AML program remediation plan;

2)

the continued implementation of enhanced,

streamlined investigation practices including

the introduction of updated procedures

for analyzing

customer activity;

3)

progress with data staging in relation to lookback

reviews;

4)

the implementation of further enhancements

to cash deposit requirements at store locations;

5)

updated policies, including those with respect

to Know Your Customer activities, and revised escalation standards

across all of U.S. Financial Crime

Risk Management; and

6)

further hiring of U.S. investigative analysts,

as planned, to help manage higher case

volumes resulting from the additional monitoring

capabilities that

have been implemented.

For the remainder of fiscal 2025, the

Bank’s focus will be on implementing incremental

enhancements to its transaction monitoring

and reporting controls,

including:

1)

continued improvements to transaction

monitoring standards, procedures and

training;

2)

the implementation of additional reporting

and controls for cash management activities;

3)

further progress with data staging and analysis

in relation to lookback reviews; and

4)

the deployment of machine learning analysis

capabilities beginning in the third fiscal quarter

of 2025.

As noted in the Bank’s 2024 MD&A, to help ensure

that the Bank can continue to support its

customers’ financial needs in the U.S.

while not exceeding the

limitation on the combined total assets of

the U.S. Bank, the Bank is focused on executing

multiple U.S. balance sheet restructuring actions

in fiscal 2025. Refer to

the “Update on U.S. Balance Sheet Restructuring”

section of the U.S. Retail segment section

for additional information on these actions.

For additional information

about expenses associated with the Bank’s U.S. BSA/AML

program remediation activities, refer

to the U.S. Retail segment section.

Assessment and Strengthening of the

Bank’s Enterprise AML Program

The Bank is continuing to implement improvements

to the Enterprise AML Program and

continues to target implementation of

the majority of its Enterprise AML

Program remediation and enhancement actions

by the end of calendar 2025. As noted in

the Bank’s first quarter 2025 MD&A, once implemented,

those

remediation and enhancement actions will

then be subject to internal review, challenge and validation

of the activities. Following the end of the

first fiscal quarter,

the Financial Transactions and Reports Analysis Centre

of Canada (“FINTRAC”) commenced a

review of certain remediation steps that

the Bank has taken to date

to address the FINTRAC violations. This review

is ongoing,

and subject to the outcome, may result

in additional regulatory actions.

As noted in the “Risk Factors That May

Affect Future Results – Global Resolution of

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

Program” section of the

Bank’s 2024 MD&A, the remediation and enhancement

of the Enterprise AML program is exposed

to similar risks as noted in respect

of the remediation of the

Bank’s U.S. BSA/AML program. In particular,

as the Bank continues its remediation and

improvement activities of the Enterprise

AML Program, it expects an

increase in identification of reportable transactions

and/or events, which will add to the operational

backlog in the Bank’s Financial Crime

Risk Management

(FCRM)

investigations processing that the Bank

currently faces, but is working towards

remediating, across the enterprise. In addition,

it continues to assess (i)

whether issues that have been, and continue

to be, identified in the U.S. BSA/AML program

exist in the Enterprise AML Program in Canada,

Europe or Asia, and

(ii) the impact of such issues. The results of

these assessments may also broaden

the scope of the remediation and improvements

required for the Enterprise AML

Program. Furthermore, the Bank’s regulators

or law enforcement agencies may identify

other issues with the Bank’s Enterprise AML

Program, which may result in

additional regulatory actions.

While substantial work remains, the

Bank has made progress on the improvements

to the Enterprise AML Program over the

second fiscal quarter of 2025,

including:

1) new reporting on workloads, which has

improved our ability to forecast resource

needs and expanded our FCRM program

reporting to the Bank’s

Boards and senior management;

2) launching technology initiatives to consolidate

electronic document and data availability, to improve quality and

timeliness of monitoring and oversight

of escalated AML issues;

3) continued improvements in the Bank’s process

and procedural guidance, reinforced

with targeted training across FCRM and

individual business

lines; and

4) hiring of additional investigative analysts,

to help improve management of

case volumes, with further expansion planned over

the rest of the fiscal

year.

For the remainder of fiscal 2025, the

Bank’s focus will be on the following improvements

to the Enterprise AML Program:

1) the Enterprise-wide adoption of a new

centralized case management tool that is already

in production in the U.S., with the goal of

strengthening

oversight and investigations of identified

FCRM risks; and

2) the ongoing rollout of an enhanced risk

assessment methodology and tools to

strengthen identification and measurement

of FCRM risks across

clients, products, and transactions, supported

by improved data capabilities.

TD BANK GROUP • SECOND QUARTER 2025 •

EARNINGS NEWS RELEASE

Page 7

HOW WE PERFORMED

ECONOMIC SUMMARY AND OUTLOOK

The global economic outlook has weakened

in the wake of the historically elevated import

tariffs levied by the United States on its trading partners

around the

world. The future path of tariff policy is highly uncertain

and financial market volatility has risen.

At the same time, inflation expectations have

increased as the U.S.

tariffs – and retaliatory measures – are expected

to raise prices and complicate global

supply chains. This puts global central banks

in the challenging position of

gauging whether any resulting inflationary

pressures are one-time or prove persistent.

TD Economics still expects future interest

rate reductions, but uncertainty on

the outlook has increased.

After growing at a healthy 2.8% annualized

pace in calendar 2024, the U.S. economy recorded

a small contraction in the first quarter of

calendar 2025.

Economic growth was held back by a surge in

goods imports, as businesses rushed

to stockpile ahead of tariffs. American households and

businesses rushed to

buy big-ticket items such as cars and equipment

before tariffs either lead to increased prices

or made certain goods more difficult to obtain.

This boosted growth in

the domestic economy to a 3% annualized

pace in the first quarter of calendar 2025.

These trends are likely to reverse in the second

calendar quarter, putting the

U.S. economy on track to record a modest

improvement in economic growth even

as momentum in the domestic economy

slows. TD Economics expects that U.S.

tariffs will be partially rolled back over the second

half of 2025 as trade deals are reached

between the U.S. and many other countries.

As a result of heightened

uncertainty and tariffs, TD Economics has

substantially downgraded its forecast for

U.S. economic growth in calendar 2025,

followed by only a modest recovery

next calendar year.

Based on April 2025 data, the U.S. job market

has remained resilient so far this

year. The unemployment rate has held largely steady at around

4.2%. The U.S.

economy had been on track for a “soft landing”

only a few months ago, where inflation

pressures were expected to gradually

drift lower. The rise in tariffs has

raised uncertainty on whether a soft landing

is still likely, and the Federal Reserve has kept interest rates

unchanged as it assesses the impact of the

tariffs on the

economy.

TD Economics expects that by July 2025,

the U.S. central bank will have sufficient clarity around

the economic outlook to resume monetary

easing, with the

federal funds rate expected to be lowered

to 3.50-3.75% by the end of calendar 2025

– a level still on the restrictive side.

Canada’s economic outlook for 2025 has softened

due to the impact of U.S. tariffs. Canada’s economy had

expanded at a solid pace in calendar

2024, boosted

by strong population gains and lower interest

rates. U.S tariffs on Canada have not been

as severe as initially threatened, however, the effect of elevated

uncertainty about tariff policy has resulted in a deterioration

in business confidence about the future,

which is expected to dampen business investment

and weigh

on Canada’s economy for some time. TD Economics

expects Canada’s economy to slip into a

shallow recession beginning in the second

quarter of calendar 2025,

before likely gaining some modest traction by

year end. This soft backdrop is expected

to lift the unemployment rate from 6.9% in

April to 7.2% by (calendar) year

end. TD Economics also expects population

growth to slow sharply over the next

few years as immigration policy changes

restrict inflows.

The Canadian central bank lowered its overnight

rate further to 2.75% in March 2025, before

pausing to assess the impact of U.S. tariffs on

the economic

outlook. TD Economics expects the Bank of

Canada to continue trimming interest rates, reaching

2.25% by the third quarter of calendar 2025.

Concerns about the

U.S. economic outlook and larger U.S. government

deficits have weakened the U.S. dollar, lifting the

Canadian dollar. TD Economics expects the Canadian dollar

will trade in the 72 to 73 U.S. cent range over

the next few quarters, although that is likely

to be influenced by the path of U.S. trade policy.

HOW THE BANK REPORTS

The Bank prepares its Interim Consolidated

Financial Statements in accordance

with IFRS, the current GAAP, and refers to results prepared in accordance with

IFRS as “reported”

results.

Non-GAAP and Other Financial Measures

In addition to reported results, the Bank also

presents certain financial measures, including

non-GAAP financial measures that are historical,

non-GAAP ratios,

supplementary financial measures and capital

management measures, to assess its results.

Non-GAAP financial measures, such as “adjusted”

results, are utilized

to assess the Bank’s businesses and to measure

the Bank’s overall performance.

To

arrive at adjusted results, the Bank adjusts

for “items of note” from reported

results. Items of note are items which management

does not believe are indicative of underlying

business performance and are disclosed

in Table 3. Non-GAAP

ratios include a non-GAAP financial measure

as one or more of its components. Examples

of non-GAAP ratios include adjusted net

interest margin, adjusted basic

and diluted earnings per share (EPS), adjusted

dividend payout ratio, adjusted efficiency ratio,

net of ISE, and adjusted effective income tax rate.

The Bank

believes that non-GAAP financial measures and

non-GAAP ratios provide the reader with

a better understanding of how management

views the Bank’s

performance. Non-GAAP financial measures

and non-GAAP ratios used in this document

are not defined terms under IFRS and,

therefore, may not be

comparable to similar terms used by other issuers.

Supplementary financial measures depict

the Bank’s financial performance and position, and

capital

management measures depict the Bank’s capital

position, and both are explained in this document

where they first appear.

U.S. Strategic Cards

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

of agreements with certain U.S. retailers

pursuant to which TD is the U.S. issuer

of private label and co-

branded consumer credit cards to their U.S.

customers. Under the terms of the individual

agreements, the Bank and the retailers

share in the profits generated by

the relevant portfolios after credit losses.

Under IFRS, TD is required to present the gross

amount of revenue and PCL related to these

portfolios in the Bank’s

Interim Consolidated Statement of Income.

At the segment level, the retailer program

partners’ share of revenues and credit

losses is presented in the Corporate

segment, with an offsetting amount (representing

the partners’ net share) recorded in Non-interest

expenses, resulting in no impact to Corporate’s

reported net

income (loss). The net income 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 February 12, 2025, the Bank sold its entire

remaining equity investment in Schwab

through a registered offering and share repurchase

by Schwab. For further

details, refer to the “Significant Events”

section of this document. The Bank

discontinued recording its share of earnings

available to common shareholders from its

investment in Schwab following the sale.

Prior to the sale, the Bank accounted

for its investment in Schwab using the equity

method. The U.S. Retail segment reflected

the Bank’s share of net income

from its investment in Schwab. The Corporate

segment net income (loss) included

amounts for amortization of acquired intangibles,

the acquisition and integration

charges related to the Schwab transaction,

and the Bank’s share of restructuring and other

charges incurred by Schwab. The Bank’s share of

Schwab’s earnings

available to common shareholders was reported

with a one-month lag. For further details,

refer to Note 12 of the Bank’s 2024 Annual

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.

TD BANK GROUP • SECOND QUARTER 2025 •

EARNINGS NEWS RELEASE

Page 8

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

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.

During the first quarter of fiscal 2024, Schwab

exercised its option to buy down the remaining

$0.7 billion (US$0.5 billion) of the US$5 billion

FROA buydown

allowance and paid $32 million (US$23

million) in termination fees to the Bank in accordance

with the 2023 Schwab IDA Agreement. By the

end of the first quarter

of fiscal 2024, Schwab had completed its buydown

of the full US$5 billion FROA buydown allowance

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

million) in

termination fees to the Bank. The fees were

intended to compensate the Bank for losses

incurred from discontinuing certain hedging

relationships and for lost

revenues. The net impact was recorded in

net interest income.

Subsequent to the sale of the Bank’s entire remaining

equity investment in Schwab, the Bank

continues to have a business relationship

with Schwab through

the IDA Agreement.

Refer to Note 27 of the Bank’s 2024 Annual

Consolidated Financial Statements for further details

on the Schwab IDA Agreement.

Strategic Review Update

The Bank is conducting a strategic review. The strategic review

is organized across four pillars:

1)

Adjust business mix and capital allocation –

re-allocate capital and disproportionately

invest in targeted segments;

2)

Simplify the portfolio and drive ROE

focus – simplify, optimize, and reposition portfolios to drive returns;

3)

Evolve the Bank and accelerate capabilities

– simplify operating model and strengthen

capabilities to deliver exceptional client experiences;

and

4)

Innovate to drive efficiency and operational excellence

– redesign operations and processes.

The Bank will provide an update on its strategic

review, and on the Bank’s medium-term financial targets, in

the second half of 2025. For additional information

on

current initiatives that are part of the

strategic review, refer to “Significant Events – Sale of Schwab

Shares”, “How Our Businesses Performed

– U.S. Retail –

Update on U.S. Balance Sheet Restructuring

Activities”, and “Significant Events –

Restructuring Charges”

in this document.

The following table provides the operating results

on a reported basis for the Bank.

TABLE 2: OPERATING RESULTS – Reported

(millions of Canadian dollars)

For the three months ended

For the six months ended

April 30

January 31

April 30

April 30

April 30

2025

2025

2024

2025

2024

Net interest income

$

8,125

$

7,866

$

7,465

$

15,991

$

14,953

Non-interest income

14,812

6,183

6,354

20,995

12,580

Total revenue

22,937

14,049

13,819

36,986

27,533

Provision for (recovery of) credit losses

1,341

1,212

1,071

2,553

2,072

Insurance service expenses

1,417

1,507

1,248

2,924

2,614

Non-interest expenses

8,139

8,070

8,401

16,209

16,431

Income before income taxes and share

of net income from

investment in Schwab

12,040

3,260

3,099

15,300

6,416

Provision for (recovery of) income taxes

985

698

729

1,683

1,363

Share of net income from investment in

Schwab

74

231

194

305

335

Net income – reported

11,129

2,793

2,564

13,922

5,388

Preferred dividends and distributions on other

equity instruments

200

86

190

286

264

Net income attributable to common shareholders

$

10,929

$

2,707

$

2,374

$

13,636

$

5,124

TD BANK GROUP • SECOND QUARTER 2025 •

EARNINGS NEWS RELEASE

Page 9

The following table provides a reconciliation between

the Bank’s adjusted and reported results.

For further details refer to the “Significant

Events”, “How We

Performed”,

or “How Our Businesses Performed” sections.

TABLE 3: NON-GAAP FINANCIAL MEASURES – Reconciliation

of Adjusted to Reported Net Income

(millions of Canadian dollars)

For the three months ended

For the six months ended

April 30

January 31

April 30

April 30

April 30

2025

2025

2024

2025

2024

Operating results – adjusted

Net interest income

1,2

$

8,208

$

7,920

$

7,529

$

16,128

$

15,074

Non-interest income

3

6,930

7,110

6,354

14,040

12,580

Total revenue

15,138

15,030

13,883

30,168

27,654

Provision for (recovery of) credit losses

1,341

1,212

1,071

2,553

2,072

Insurance service expenses

1,417

1,507

1,248

2,924

2,614

Non-interest expenses

4

7,908

7,983

7,084

15,891

14,209

Income before income taxes and share of net income from

investment in Schwab

4,472

4,328

4,480

8,800

8,759

Provision for (recovery of) income taxes

929

962

920

1,891

1,792

Share of net income from investment in Schwab

5

83

257

229

340

459

Net income – adjusted

3,626

3,623

3,789

7,249

7,426

Preferred dividends and distributions on other equity instruments

200

86

190

286

264

Net income available to common shareholders –

adjusted

3,426

3,537

3,599

6,963

7,162

Pre-tax adjustments for items of note

Amortization of acquired intangibles

6

(43)

(61)

(72)

(104)

(166)

Acquisition and integration charges related to the Schwab

transaction

4,5

(21)

(53)

Share of restructuring and other charges from investment

in Schwab

5

(49)

Restructuring charges

4

(163)

(165)

(163)

(456)

Acquisition and integration-related charges

4

(34)

(52)

(102)

(86)

(219)

Impact from the terminated FHN acquisition-related capital

hedging strategy

1

(47)

(54)

(64)

(101)

(121)

Gain on sale of Schwab shares

3

8,975

8,975

U.S. balance sheet restructuring

2,3

(1,129)

(927)

(2,056)

Civil matter provision

4

(274)

(274)

FDIC special assessment

4

(103)

(514)

Global resolution of the investigations into the Bank’s

U.S. BSA/AML program

4

(615)

(615)

Less: Impact of income taxes

Amortization of acquired intangibles

(8)

(9)

(10)

(17)

(25)

Acquisition and integration charges related to the Schwab

transaction

(5)

(11)

Restructuring charges

(41)

(43)

(41)

(121)

Acquisition and integration-related charges

(8)

(11)

(22)

(19)

(46)

Impact from the terminated FHN acquisition-related capital

hedging strategy

(12)

(13)

(16)

(25)

(30)

Gain on sale of Schwab shares

407

407

U.S. balance sheet restructuring

(282)

(231)

(513)

Civil matter provision

(69)

(69)

FDIC special assessment

(26)

(127)

Total adjustments for items

of note

7,503

(830)

(1,225)

6,673

(2,038)

Net income available to common shareholders – reported

$

10,929

$

2,707

$

2,374

$

13,636

$

5,124

1

After the termination of the merger agreement between the Bank and FHN on May 4, 2023, the residual

impact of the strategy is reversed through net interest income – Q2 2025: ($47) million,

Q1 2025: ($54) million,

2025 YTD: ($101) million, Q2 2024: ($64) million, 2024 YTD: ($121) million, reported in the Corporate segment.

2

Adjusted net interest income excludes the following item of note:

i.

U.S. balance sheet restructuring – Q2 2025: $36 million, 2025 YTD: $36 million, reported in the U.S.

Retail segment.

3

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

i.

The Bank sold common shares of Schwab and recognized a gain on the sale – Q2 2025: $8,975

million, 2025 YTD: $8,975 million, reported in the Corporate segment; and

ii.

U.S. balance sheet restructuring – Q2 2025: $1,093 million, Q1 2025: $927 million, 2025 YTD: $2,020 million, reported in

the U.S. Retail segment.

4

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

i.

Amortization of acquired intangibles – Q2 2025: $34 million, Q1 2025: $35 million, 2025 YTD: $69 million,

Q2 2024: $42 million, 2024 YTD: $105 million, reported in the Corporate segment;

ii.

The Bank’s own acquisition and integration charges related to the Schwab transaction – Q2 2024: $16

million, 2024 YTD: $39 million, reported in the Corporate segment;

iii.

Restructuring charges – Q2 2025: $163 million, 2025 YTD: $163 million, compared with Q2 2024: $165 million, 2024

YTD: $456 million under a previous program, reported in the Corporate segment;

iv.

Acquisition and integration-related charges – Q2 2025: $34 million, Q1 2025: $52 million, 2025 YTD:

$86 million, Q2 2024: $102 million, 2024 YTD: $219 million, reported in the Wholesale Banking segment;

v.

Civil matter provision – Q2 2024: $274 million, 2024 YTD: $274 million, reported in the Corporate segment;

vi.

FDIC special assessment – Q2 2024: $103 million, 2024 YTD: $514 million, reported in the U.S. Retail

segment; and

vii.

Charges for the global resolution of the investigations into the Bank’s U.S. BSA/AML program – Q2 2024:

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

5

Adjusted share of net income from investment in Schwab excludes the following items of note on

an after-tax basis. The earnings impact of these items is reported in the Corporate segment:

i.

Amortization of Schwab-related acquired intangibles – Q2 2025: $9 million, Q1 2025: $26 million, 2025 YTD:

$35 million, Q2 2024: $30 million, 2024 YTD: $61 million;

ii.

The Bank’s share of acquisition and integration charges associated with Schwab’s acquisition of TD Ameritrade – Q2 2024: $5

million, 2024 YTD: $14 million;

iii.

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

iv.

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

6

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

business combinations, including the after-tax amounts for amortization of acquired intangibles relating

to the share

of net income from investment in Schwab, reported in the Corporate segment. Refer to footnotes 4 and

5 for amounts.

TD BANK GROUP • SECOND QUARTER 2025 •

EARNINGS NEWS RELEASE

Page 10

TABLE 4: RECONCILIATION OF REPORTED TO ADJUSTED EARNINGS PER SHARE

1

(Canadian dollars)

For the three months ended

For the six months ended

April 30

January 31

April 30

April 30

April 30

2025

2025

2024

2025

2024

Basic earnings (loss) per share – reported

$

6.28

$

1.55

$

1.35

$

7.81

$

2.90

Adjustments for items of note

(4.31)

0.47

0.69

(3.82)

1.15

Basic earnings per share – adjusted

$

1.97

$

2.02

$

2.04

$

3.99

$

4.05

Diluted earnings (loss) per share – reported

$

6.27

$

1.55

$

1.35

$

7.81

$

2.89

Adjustments for items of note

(4.30)

0.47

0.69

(3.82)

1.15

Diluted earnings per share – adjusted

$

1.97

$

2.02

$

2.04

$

3.99

$

4.04

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.

Return on Common Equity

The consolidated Bank ROE is calculated

as reported net income available to common

shareholders as a percentage of average

common equity. The

consolidated Bank adjusted ROE is calculated

as adjusted net income available to

common shareholders as a percentage of average

common equity. Adjusted

ROE is a non-GAAP financial ratio and

can be utilized in assessing the Bank’s use of equity.

ROE for the business segments is calculated

as the segment net income attributable

to common shareholders as a percentage of average

allocated capital. The

Bank’s methodology for allocating capital to its

business segments is largely aligned

with the common equity capital requirements

under Basel III. Capital allocated

to the business segments was 11.5% CET1 Capital effective fiscal 2024.

TABLE 5: RETURN ON COMMON EQUITY

(millions of Canadian dollars, except

as noted)

For the three months ended

For the six months ended

April 30

January 31

April 30

April 30

April 30

2025

2025

2024

2025

2024

Average common equity

$

114,585

$

106,133

$

101,137

$

110,708

$

100,573

Net income (loss) attributable to common

shareholders – reported

10,929

2,707

2,374

13,636

5,124

Items of note, net of income taxes

(7,503)

830

1,225

(6,673)

2,038

Net income available to common shareholders

– adjusted

$

3,426

$

3,537

$

3,599

$

6,963

$

7,162

Return on common equity – reported

39.1

%

10.1

%

9.5

%

24.8

%

10.2

%

Return on common equity – adjusted

12.3

13.2

14.5

12.7

14.3

Return on Tangible Common Equity

Tangible common equity (TCE) is calculated as common shareholders’ equity

less goodwill, imputed goodwill and intangibles

on the investments in Schwab and

other acquired intangible assets, net of related

deferred tax liabilities. ROTCE is calculated

as reported net income available to common

shareholders after

adjusting for the after-tax amortization of

acquired intangibles, which are treated as an

item of note, as a percentage of average

TCE. Adjusted ROTCE is

calculated using reported net income available

to common shareholders, adjusted for all

items of note, as a percentage of average

TCE. TCE, ROTCE, and

adjusted ROTCE can be utilized in assessing

the Bank’s use of equity. TCE is a non-GAAP financial measure,

and ROTCE and adjusted ROTCE are

non-GAAP

ratios.

TABLE 6: RETURN ON TANGIBLE COMMON EQUITY

(millions of Canadian dollars, except

as noted)

For the three months ended

For the six months ended

April 30

January 31

April 30

April 30

April 30

2025

2025

2024

2025

2024

Average common equity

$

114,585

$

106,133

$

101,137

$

110,708

$

100,573

Average goodwill

19,302

19,205

18,380

19,207

18,322

Average imputed goodwill and intangibles on

investments in Schwab

1,304

5,116

6,051

2,924

6,062

Average other acquired intangibles

1

450

482

574

456

595

Average related deferred tax liabilities

(236)

(237)

(228)

(236)

(230)

Average tangible common equity

93,765

81,567

76,360

88,357

75,824

Net income attributable to common

shareholders – reported

10,929

2,707

2,374

13,636

5,124

Amortization of acquired intangibles, net of income

taxes

35

52

62

87

141

Net income attributable to common shareholders

adjusted for amortization of acquired intangibles,

net of income taxes

10,964

2,759

2,436

13,723

5,265

Other items of note, net of income taxes

(7,538)

778

1,163

(6,760)

1,897

Net income available to common shareholders

– adjusted

$

3,426

$

3,537

$

3,599

$

6,963

$

7,162

Return on tangible common equity

48.0

%

13.4

%

13.0

%

31.3

%

13.9

%

Return on tangible common equity – adjusted

15.0

17.2

19.2

15.9

18.9

1

Excludes intangibles relating to software and asset servicing rights.

TD BANK GROUP • SECOND QUARTER 2025 •

EARNINGS NEWS RELEASE

Page 11

HOW OUR BUSINESSES PERFORMED

For management reporting purposes, the Bank’s business

operations and activities are organized around

the following four key business segments:

Canadian

Personal and Commercial Banking, U.S.

Retail, Wealth Management and Insurance, and

Wholesale Banking. The Bank’s other activities

are grouped into the

Corporate segment.

Results of each business segment reflect revenue,

expenses, assets, and liabilities generated

by the businesses in that segment. Where

applicable,

the Bank

measures and evaluates the performance of

each segment based on adjusted results

and ROE, and for those segments,

the Bank indicates that the measure is

adjusted. For further details, refer to the “How

We Performed”

section of this document, the “Business

Focus”

section in the Bank’s 2024 MD&A, and Note

28 of

the Bank’s Annual Consolidated Financial

Statements for the year ended October 31,

2024.

Effective the first quarter of 2025, certain

U.S. governance and control

investments, including costs for U.S. BSA/AML

remediation, previously reported

in the Corporate segment are now reported

in the U.S. Retail segment.

Comparative amounts have been reclassified

to conform with the presentation adopted

in the current period.

PCL related to performing (Stage 1 and Stage

2) and impaired (Stage 3) financial assets, loan

commitments, and financial guarantees is recorded

within the

respective segment.

Net interest income within Wholesale Banking

is calculated on a taxable equivalent basis

(TEB), which means that the value of non-taxable

or tax-exempt

income, including certain dividends, is adjusted

to its equivalent pre-tax value. Using

TEB allows the Bank to measure income from

all securities and loans

consistently and makes for a more meaningful

comparison of net interest income with similar

institutions. The TEB increase to net interest income

and provision for

income taxes reflected in Wholesale Banking

results is reversed in the Corporate segment.

The TEB adjustment for the quarter was $13

million, compared with

$15 million in the prior quarter and $4 million in

the second quarter last year.

On February 12, 2025, the Bank sold its entire

remaining equity investment in Schwab.

Prior to the sale, the Bank accounted

for its investment in Schwab using

the equity method and the share of net income

from investment in Schwab was reported in

the U.S. Retail segment. Amounts for amortization

of acquired

intangibles,

the acquisition and integration charges related

to the Schwab transaction, and the Bank’s share

of restructuring and other charges incurred

by Schwab

are recorded in the Corporate segment.

Refer to “Significant Events”

for further details.

TABLE 7: CANADIAN PERSONAL AND COMMERCIAL BANKING

(millions of Canadian dollars, except

as noted)

For the three months ended

For the six months ended

April 30

January 31

April 30

April 30

April 30

2025

2025

2024

2025

2024

Net interest income

$

4,023

$

4,135

$

3,812

$

8,158

$

7,645

Non-interest income

968

1,014

1,027

1,982

2,078

Total revenue

4,991

5,149

4,839

10,140

9,723

Provision for (recovery of) credit losses –

impaired

428

459

397

887

761

Provision for (recovery of) credit losses –

performing

194

62

70

256

129

Total provision for (recovery of) credit losses

622

521

467

1,143

890

Non-interest expenses

2,052

2,086

1,957

4,138

3,941

Provision for (recovery of) income taxes

649

711

676

1,360

1,368

Net income

$

1,668

$

1,831

$

1,739

$

3,499

$

3,524

Selected volumes and ratios

Return on common equity

1

28.9

%

31.4

%

32.9

%

30.2

%

33.8

%

Net interest margin (including on securitized

assets)

2

2.82

2.81

2.84

2.82

2.84

Efficiency ratio

41.1

40.5

40.4

40.8

40.5

Number of Canadian retail branches

1,059

1,063

1,062

1,059

1,062

Average number of full-time equivalent staff

27,371

27,422

29,053

27,397

29,163

1

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

2

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

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

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

section of this document and the Glossary in the Bank’s second quarter 2025

MD&A for additional information about these metrics.

Quarterly comparison – Q2 2025 vs. Q2 2024

Canadian Personal and Commercial

Banking net income for the quarter was

$1,668 million, a decrease of $71 million, or

4%, compared with the second quarter

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

partially offset by higher revenue. The annualized

ROE for the quarter was 28.9%, compared

with 32.9%, in the second quarter last year.

Revenue for the quarter was $4,991

million, an increase of $152

million, or 3%, compared with the second quarter

last year. Net interest income was

$4,023 million, an increase of $211 million, or 6%, primarily reflecting

volume growth. Average loan volumes increased

$21 billion, or 4%, reflecting 3% growth in

personal loans and 6% growth in business

loans. Average deposit volumes increased $25

billion, or 5%, reflecting 4% growth in personal

deposits and 8% growth

in business deposits. Net interest margin

was 2.82%, a decrease of 2 bps, primarily

due to changes to balance sheet mix reflecting

the transition of Bankers’

Acceptances (BAs) to Canadian Overnight

Repo Rate Average (CORRA)-based loans. Non-interest

income was $968 million, a decrease

of $59 million, or 6%,

compared with the second quarter last

year, primarily reflecting lower fees due to the transition of

BAs to CORRA-based loans in the prior

year, the impact of

which is offset in net interest income.

PCL for the quarter was $622 million, an increase

of $155 million compared with the second

quarter last year. PCL – impaired was $428

million, an increase of

$31 million, or 8%, largely reflecting credit

migration in the consumer lending portfolios.

PCL – performing was $194 million, an increase

of $124

million compared

to the prior year. The performing provisions this quarter largely

reflect credit impacts from policy and

trade uncertainty, including overlays and an update to our

macroeconomic forecasts. Total PCL as an annualized percentage of credit

volume was 0.44%, an increase of 10 bps

compared with the second quarter last year.

Non-interest expenses for the quarter were $2,052

million, an increase of $95 million, or

5%, compared with the second quarter

last year, primarily reflecting

higher technology spend and other operating

expenses.

The efficiency ratio for the quarter was 41.1%,

compared with 40.4% in the second quarter

last year.

Quarterly comparison – Q2 2025 vs. Q1 2025

Canadian Personal and Commercial

Banking net income for the quarter was

$1,668 million, a decrease of $163

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

primarily reflecting lower revenue and higher

PCL, partially offset by lower non-interest

expenses. The annualized ROE for the quarter

was 28.9%, compared with

31.4% in the prior quarter.

Revenue decreased $158

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

income decreased $112 million, or 3%, reflecting fewer days

in the

second quarter, partially offset by volume growth. Average loan volumes

increased $2 billion,

relatively flat compared with the prior

quarter. Average deposit

TD BANK GROUP • SECOND QUARTER 2025 •

EARNINGS NEWS RELEASE

Page 12

volumes increased $1 billion, relatively

flat compared with the prior quarter.

Net interest margin was 2.82%, an increase

of 1 basis point, primarily due to higher

margins on loans. As we look forward to the

third quarter,

while many factors can impact margins,

we again expect net interest margin to be relatively

stable

6

. Non-

interest income decreased $46 million,

or 5% compared with the prior quarter, reflecting lower

fee revenue.

PCL for the quarter was $622 million, an increase

of $101 million compared with the prior

quarter. PCL – impaired was $428

million, a decrease of $31 million,

or 7%, recorded across the consumer and

commercial lending portfolios. PCL – performing

was $194 million, an increase of $132

million. The performing

provisions this quarter largely reflect credit

impacts from policy and trade uncertainty, including overlays

and an update to our macroeconomic forecasts.

Total PCL

as an annualized percentage of credit volume

was 0.44%, an increase of 9 bps compared

with the prior quarter.

Non-interest expenses decreased $34 million,

or 2% compared with the prior quarter, primarily reflecting

fewer days in the second quarter, the impact of TD

Share Compensation Initiative from the prior

quarter,

and lower other operating expenses.

The efficiency ratio was 41.1%, compared with 40.5%

in the prior quarter.

Year-to-date comparison – Q2 2025 vs. Q2 2024

Canadian Personal and Commercial

Banking net income for the six months ended

April 30, 2025, was $3,499 million, a decrease

of $25 million, or 1%, compared

with the same period last year, reflecting higher PCL and non-interest

expenses, partially offset by higher revenue.

The annualized ROE for the period was 30.2%,

compared with 33.8%, in the same period

last year.

Revenue for the period was $10,140 million,

an increase of $417 million, or 4%, compared

with the same period last year. Net interest income was

$8,158 million, an increase of $513 million, or

7%, compared with the same period last

year, primarily reflecting volume growth. Average loan volumes increased

$23 billion, or 4%, reflecting 4% growth in

personal loans and 6% growth in business

loans. Average deposit volumes increased $25 billion,

or 5%, reflecting 4%

growth in personal deposits and 8% growth in

business deposits. Net interest margin

was 2.82%, a decrease of 2 bps, primarily due

to changes to balance sheet

mix reflecting the transition of BAs to CORRA-based

loans. Non-interest income was $1,982

million, a decrease of $96

million, or 5%, reflecting lower fees due

to

the transition of BAs to CORRA-based loans in

the prior year, the impact of which is offset in net interest income,

partially offset by higher fee revenue.

PCL was $1,143 million, an increase of $253

million compared with the same period last

year. PCL – impaired was $887 million, an increase of $126

million, or

17%, largely reflecting credit migration in

the consumer lending portfolios. PCL – performing

was $256 million, an increase of $127 million

compared with the same

period last year. The current year performing provisions largely

reflect credit impacts from policy and

trade uncertainty, including overlays and an update to our

macroeconomic forecasts, and volume growth.

Total PCL as an annualized percentage of credit volume was 0.39%, an

increase of 7 bps compared with the same

period last year.

Non-interest expenses were $4,138 million,

an increase of $197

million, or 5%, compared with the same period

last year, reflecting higher technology spend

and other operating expenses.

The efficiency ratio was 40.8%, compared with 40.5%,

for the same period last year.

U.S. Retail

Update on U.S. Balance Sheet Restructuring

Activities

The Bank continued to focus on executing

the balance sheet restructuring activities

disclosed in the 2024 MD&A to help ensure

the Bank can continue to support

customers’ financial needs in the U.S. while not

exceeding the limitation on the combined

total assets of TD Bank, N.A. and TD

Bank USA, N.A. (the “U.S. Bank”).

As previously disclosed, the Bank expects

to reposition its U.S. investment portfolio by

selling up to US$50 billion of lower yielding investment

securities and

reinvesting the proceeds into a similar composition

of assets but yielding higher rates.

During the second quarter of fiscal 2025, the

Bank sold approximately

US$3.1 billion of bonds which resulted in a

loss of US$199 million pre-tax. In the

aggregate, since the announcement of

the U.S. balance sheet restructuring

activities on October 10, 2024, through April

30, 2025, the Bank sold approximately

US$19 billion of bonds from its U.S. investment

portfolio for an aggregate loss

of US$1.1 billion pre-tax. Between May

1, 2025, through May 21, 2025, the Bank

sold an additional US$4.3 billion of bonds,

resulting in a loss of US$178 million

pre-tax. The Bank expects to complete its

investment portfolio repositioning no later

than the first half of calendar 2025 and expects

the net interest income benefit

from these sales to be at the upper end of

the previously disclosed range of US$300

million to US$500 million pre-tax in fiscal

2025

7

.

In addition, the Bank continues to target reducing

the U.S. Bank’s assets by approximately 10% from

the asset level as of September 30, 2024, largely

by selling

or winding down certain non-scalable or non-core

U.S. loan portfolios that do not align

with the U.S. Retail segment’s focused strategy

or have lower returns on

investment such as the correspondent lending,

residential jumbo mortgage, export

and import lending, and commercial

auto dealer portfolios. This reduction in

assets combined with natural balance sheet

run-off, is expected to be largely complete by

the end of fiscal 2025 and reduce net interest

income in the U.S. Retail

segment by approximately US$200 million

to US$225 million pre-tax in fiscal 2025

8

.

This quarter, the Bank completed the sale of US$8.6 billion

of certain U.S. residential mortgage loans (the

“correspondent loans”), which resulted

in the recognition

of a pre-tax loss including transaction

costs of US$564 million; net interest income

was US$25 million lower as a result of the related

hedge rebalance before

close. In addition to the correspondent loan

sale, loans were further reduced by US$2

billion, reflecting run-off and sales in the

non-core U.S. loan portfolios. The

Bank used proceeds from the sale of the loans,

investment maturities, and cash on hand,

to pay down US$4 billion of short-term

borrowings. Accordingly, as of

April 30, 2025, the combined total assets of the

U.S. Bank were US$399 billion. Between

May 1, 2025, through May 21, 2025, the Bank

paid down an additional

US$7 billion of bank borrowings from loan

sales, investment maturities and normalized

cash levels.

As of March 31, 2025, the combined total assets

of the U.S. Bank, as measured in accordance

with the OCC Consent Order which utilizes

the average of spot

balances of December 31, 2024, and

March 31, 2025, was US$405 billion.

In the aggregate, total losses associated

with the Bank’s U.S. balance sheet restructuring

activities from October 10, 2024,

through April 30, 2025, are

US$1,666 million pre-tax and US$1,250

million after-tax. In total, the Bank’s collective

balance sheet restructuring actions are

expected to result in a loss up to

US$1.5 billion after-tax, and impact capital

as executed

7

,8

.

6

The Bank’s Q3 2025 net interest margin expectations for the segment are based on the Bank’s assumptions regarding factors such as Bank of Canada rate actions, competitive market dynamics, and

deposit reinvestment rates and maturity profiles, and are subject to inherent risks and uncertainties, including those set out in the “Risk Factors That May Affect Future Results” section of the Bank’s

2024 MD&A and the second quarter 2025 MD&A.

7

The amount of bonds that the Bank sells and the timing of such sales, are subject to market conditions and other

factors. Accordingly, the expected loss incurred as well as the expected

amount of net interest income benefit, are subject to risk and uncertainties and are based on assumptions regarding

the timing of when such bonds are sold, the interest rates at the time

of sale as well as other market factors and conditions which are not entirely within the Bank’s control.

8

The Bank’s estimates regarding net interest income impacts are based on assumptions regarding the timing of

when such assets are sold or wound down. The Bank’s ability to

successfully dispose of the assets is subject to inherent risks and uncertainty and there is no guarantee that the

Bank will be able to sell the assets in the timeline outlined or achieve the

purchase price which it currently expects. The ability to sell the assets will depend on market factors and conditions and any

sale will likely be subject to customary closing terms and

conditions which could involve regulatory approvals which are not entirely within the Bank’s control.

TD BANK GROUP • SECOND QUARTER 2025 •

EARNINGS NEWS RELEASE

Page 13

In addition to the asset reductions identified on

October 10, 2024, the Bank made the strategic

decision to gradually wind-down the approximately

US$3 billion

point of sale financing business which

services third-party retailers, as part of

the Bank’s efforts to reduce non-scalable and niche portfolios

that do not fit the

Bank’s focused strategy.

TABLE 8: U.S. RETAIL

(millions of dollars, except as noted)

For the three months ended

For the six months ended

April 30

January 31

April 30

April 30

April 30

Canadian Dollars

2025

2025

2024

2025

2024

Net interest income – reported

$

3,038

$

3,064

$

2,841

$

6,102

$

5,740

Net interest income – adjusted

1,2

3,074

3,064

2,841

6,138

5,740

Non-interest income (loss) – reported

(445)

(282)

606

(727)

1,210

Non-interest income – adjusted

1,3

648

645

606

1,293

1,210

Total revenue – reported

2,593

2,782

3,447

5,375

6,950

Total revenue – adjusted

1,2,3

3,722

3,709

3,447

7,431

6,950

Provision for (recovery of) credit losses –

impaired

309

529

311

838

688

Provision for (recovery of) credit losses –

performing

133

(78)

69

55

77

Total provision for (recovery of) credit losses

442

451

380

893

765

Non-interest expenses – reported

2,338

2,380

2,694

4,718

5,153

Non-interest expenses – adjusted

1,4

2,338

2,380

1,976

4,718

4,024

Provision for (recovery of) income taxes – reported

(229)

(192)

49

(421)

32

Provision for (recovery of) income taxes – adjusted

1

53

39

75

92

159

U.S. Retail Bank net income – reported

42

143

324

185

1,000

U.S. Retail Bank net income – adjusted

1

889

839

1,016

1,728

2,002

Share of net income from investment in

Schwab

5,6

78

199

183

277

377

Net income – reported

$

120

$

342

$

507

$

462

$

1,377

Net income – adjusted

1

967

1,038

1,199

2,005

2,379

U.S. Dollars

Net interest income – reported

$

2,136

$

2,160

$

2,094

$

4,296

$

4,235

Net interest income – adjusted

1,2

2,161

2,160

2,094

4,321

4,235

Non-interest income (loss) – reported

(306)

(198)

446

(504)

892

Non-interest income – adjusted

1,3

457

454

446

911

892

Total revenue – reported

1,830

1,962

2,540

3,792

5,127

Total revenue – adjusted

1,2,3

2,618

2,614

2,540

5,232

5,127

Provision for (recovery of) credit losses –

impaired

216

371

229

587

508

Provision for (recovery of) credit losses –

performing

95

(53)

51

42

57

Total provision for (recovery of) credit losses

311

318

280

629

565

Non-interest expenses – reported

1,644

1,675

1,980

3,319

3,795

Non-interest expenses – adjusted

1,4

1,644

1,675

1,455

3,319

2,970

Provision for (recovery of) income taxes – reported

(160)

(136)

37

(296)

25

Provision for (recovery of) income taxes – adjusted

1

37

27

56

64

118

U.S. Retail Bank net income – reported

35

105

243

140

742

U.S. Retail Bank net income – adjusted

1

626

594

749

1,220

1,474

Share of net income from investment in

Schwab

5,6

54

142

136

196

280

Net income – reported

$

89

$

247

$

379

$

336

$

1,022

Net income – adjusted

1

680

736

885

1,416

1,754

Selected volumes and ratios

Return on common equity – reported

7

1.1

%

2.9

%

4.7

%

2.1

%

6.4

%

Return on common equity – adjusted

1,7

8.8

8.6

11.0

8.7

11.0

Net interest margin – reported

1,8

3.00

2.86

2.99

2.93

3.01

Net interest margin – adjusted

1,8

3.04

2.86

2.99

2.95

3.01

Efficiency ratio – reported

89.8

85.4

78.0

87.5

74.0

Efficiency ratio – adjusted

1

62.8

64.1

57.3

63.4

57.9

Assets under administration (billions of U.S.

dollars)

9

$

45

$

43

$

40

$

45

$

40

Assets under management (billions of U.S.

dollars)

9

9

9

7

9

7

Number of U.S. retail stores

1,137

1,134

1,167

1,137

1,167

Average number of full-time equivalent staff

28,604

28,276

27,957

28,437

27,971

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 net interest income excludes the following item of note:

i.

U.S. balance sheet restructuring (impact of loan hedge rebalancing before the close of the correspondent loan

sale) – Q2 2025: $36 million or US$25 million ($26 million or

US$19 million after-tax), 2025 YTD: $36 million or US$25 million ($26 million or US$19 million after-tax).

3

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

i.

U.S. balance sheet restructuring – Q2 2025: $1,093 million or US$763 million ($821 million or US$572 million after

-tax), Q1 2025:

$927 million or US$652 million ($696 million or

US$489 million after-tax), 2025 YTD: $2,020

million or US$1,415 million ($1,517 million or US$1,061 million after-tax).

4

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

i.

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

-tax), 2024 YTD: $514 million or US$375 million ($387 million or

US$282 million after-tax); and

ii.

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

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

2024 YTD:

$615 million or US$450 million (before and after-tax).

5

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

Note 7 of the Bank’s second quarter 2025

Interim Consolidated Financial Statements for further details.

6

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.

7

Capital allocated to the business segment was 11.5% CET1

Capital.

8

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. For investment securities, the adjustment to fair value is included in the

calculation of average interest-earning assets. Net interest income and

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

Management believes this calculation better reflects segment performance.

9

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

quarter 2025 MD&A.

TD BANK GROUP • SECOND QUARTER 2025 •

EARNINGS NEWS RELEASE

Page 14

Quarterly comparison – Q2 2025 vs. Q2 2024

U.S. Retail reported net income for the quarter

was $120 million (US$89 million), a decrease

of $387 million (US$290 million), or 76%

(77% in U.S. dollars),

compared with the second quarter last

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

was $967 million (US$680 million), a decrease

of $232

million

(US$205 million), or 19% (23%

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

annualized ROE for the quarter were 1.1%

and 8.8%, respectively, compared with 4.7%

and 11.0%, respectively, in the second quarter last year.

U.S. Retail net income includes contributions

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

in Schwab. Reported net income for the

quarter from the

Bank’s investment in Schwab was $78 million (US$54

million), a decrease of $105 million (US$82

million), or 57% (60% in U.S. dollars),

compared with the second

quarter last year.

U.S. Retail Bank reported net income

was $42 million (US$35 million), a decrease

of $282

million (US$208 million), or 87% (86% in

U.S. dollars), compared

with the second quarter last year, primarily reflecting the impact

of U.S. balance sheet restructuring

activities, higher governance and control investments,

including

costs for U.S. BSA/AML remediation,

and higher PCL, partially offset by the impact of

the charges for the global resolution of the investigations

into the Bank’s

U.S. BSA/AML program, and FDIC special

assessment charge, in the second quarter

last year. U.S. Retail Bank adjusted net income was $889

million

(US$626 million), a decrease of $127

million (US$123 million), or 13% (16% in

U.S. dollars), compared with the second quarter

last year, reflecting higher

governance and control investments, including

costs for U.S. BSA/AML remediation, and

higher PCL, partially offset by higher revenue.

Reported revenue for the quarter was US$1,830

million, a decrease of US$710 million, or 28%,

compared with the second quarter last

year. On an adjusted

basis, revenue for the quarter was US$2,618

million, an increase of US$78 million, or 3%.

Reported net interest income of US$2,136

million, increased

US$42 million, or 2%, and adjusted net interest

income of US$2,161 million, increased US$67

million, or 3%, driven by the impact of U.S. balance

sheet

restructuring activities and higher deposit

margins, partially offset by the adjustment related

to certain deferred product acquisition

costs (the “deferred cost

adjustment”). Reported net interest

margin of 3.00% increased 1 basis point,

and adjusted net interest margin of 3.04%

increased 5 bps, due to the impact of U.S.

balance sheet restructuring activities and higher

deposit margins, partially offset by maintaining

elevated liquidity levels (which negatively impacted

net interest

margin by 8 bps) and the deferred cost adjustment.

Reported non-interest loss was US$306

million, a decrease of US$752 million,

compared with the second

quarter last year, reflecting the impact of U.S. balance sheet

restructuring activities, partially offset by higher

fee income. On an adjusted basis, non-interest

income of US$457 million increased US$11 million, or 2%, compared

with the second quarter last year, reflecting higher fee income.

Average loan volumes decreased US$6 billion,

or 3%, compared with the second quarter

last year. Personal loans decreased 2% and business

loans

decreased 4%, reflecting U.S. balance sheet

restructuring activities. Excluding the impact

of the loan portfolios identified for sale

or run-off under our U.S. balance

sheet restructuring program, average loan

volumes increased US$3 billion, or 2%

9,10

. Average deposit volumes decreased US$7 billion, or

2%, reflecting a 7%

decrease in sweep deposits and a 4% decrease

in business deposits, partially offset by a 3% increase

in personal deposits.

Assets under administration (AUA) were

US$45 billion as of April 30, 2025, an increase

of US$5 billion, or 13%, compared

with the second quarter last year,

reflecting net asset growth. Assets under

management (AUM) were US$9 billion as

of April 30, 2025, an increase of US$2 billion,

or 29%, compared with the

second quarter last year.

PCL for the quarter was US$311 million, an increase of US$31

million compared with the second quarter

last year. PCL – impaired was US$216 million, a

decrease of US$13 million, or 6%, largely recorded

in the consumer lending portfolios. PCL

– performing was US$95 million, an increase

of US$44 million

compared to the prior year. The performing provisions this quarter

largely reflect credit impacts from policy

and trade uncertainty, including overlays and an update

to our macroeconomic forecasts, partially

offset by lower volume. U.S. Retail PCL including

only the Bank’s share of PCL in the U.S. strategic

cards portfolio, as an

annualized percentage of credit volume

was 0.70%, an increase of 10 bps compared

with the second quarter last year.

Effective the first quarter of 2025, U.S. Retail segment

non-interest expenses include certain U.S.

governance and control investments, including

costs for U.S.

BSA/AML remediation which were previously

reported in the Corporate segment.

Comparative amounts have been reclassified

to conform with the presentation

adopted in the current period.

Reported non-interest expenses for the quarter

were US$1,644 million, a decrease of US$336

million, or 17%, compared to the

second quarter last year, reflecting the impact of charges for

the global resolution of the investigations

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

the FDIC

special assessment charge, in the second

quarter last year, partially offset by higher governance and control

investments including costs of US$110 million for

U.S. BSA/AML remediation,

and higher employee-related expenses, in

the current quarter. Our governance and control investments

in this quarter were higher

compared to the second quarter last year as

remediation efforts progressed over this period.

On an adjusted basis, non-interest expenses

increased US$189

million, or 13%, reflecting higher governance

and control investments, including

costs for U.S. BSA/AML remediation, and

higher employee-related expenses.

The reported and adjusted efficiency ratios for

the quarter were 89.8% and 62.8%, respectively, compared with 78.0%

and 57.3%, respectively, in the second

quarter last year.

Quarterly comparison – Q2 2025 vs. Q1 2025

U.S. Retail reported net income was $120

million (US$89 million), a decrease of $222

million (US$158 million), or 65% (64% in

U.S. dollars), compared with the

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

quarter was $967 million (US$680 million),

a decrease of $71 million (US$56 million),

or 7% (8% in U.S.

dollars). The reported and adjusted annualized

ROE for the quarter were 1.1% and 8.8%,

respectively, compared with 2.9% and 8.6%, respectively, in the prior

quarter.

The contribution from Schwab of $78

million (US$54 million) decreased $121 million

(US$88 million), or 61% (62% in U.S.

dollars), compared with the prior

quarter.

U.S. Retail Bank reported net income

was $42 million (US$35 million), a decrease

of $101

million (US$70 million), or 71% (67% in U.S.

dollars) compared with

the prior quarter, primarily reflecting the impact of U.S. balance

sheet restructuring activities and higher PCL,

partially offset by the impact of fewer days in

the

current quarter. U.S. Retail Bank adjusted net income was $889

million (US$626 million), an increase of $50

million (US$32 million), or 6% (5% in U.S.

dollars),

compared to the prior quarter, primarily reflecting lower expenses,

lower PCL, and higher non-interest income.

Reported revenue was US$1,830 million,

a decrease of US$132

million, or 7%, compared with the prior quarter. On an adjusted

basis, revenue was

US$2,618 million, an increase of US$4

million, relatively flat, compared with the

prior quarter. Reported net interest income of US$2,136

million decreased

US$24 million, or 1%, driven by the deferred

cost adjustment,

and fewer days in the quarter, partially offset by the impact of

U.S. balance sheet restructuring

activities. On an adjusted basis, net interest

income was US$2,161 million, relatively flat

compared with the prior quarter, as the impact of U.S. balance

sheet

restructuring activities was offset by the deferred

cost adjustment,

and fewer days in the quarter.

Reported net interest margin of 3.00% increased

14 bps, and

adjusted net interest margin of 3.04% increased

18 bps, compared with the prior quarter, due to impact of

U.S. balance sheet restructuring activities,

normalization

of elevated liquidity levels (which positively impacted

net interest margin by 11 bps), and higher deposit margins, partially

offset by the deferred cost adjustment.

Net interest margin in the third quarter is expected

to deliver substantial expansion, reflecting

the benefits from ongoing U.S. balance

sheet restructuring activities

9

Loan portfolios identified for sale or run-off include the point of sale finance business which services third

party retailers,

correspondent lending, residential jumbo mortgage, export and

import lending, commercial auto dealer portfolio, and other non-core portfolios. Q2 2025 average loan volumes:

US$187 billion (Q1 2025: US$193

billion; 2025 YTD: US$190 billion;

Q2 2024: US$193

billion; 2024 YTD: US$192 billion). Q2 2025 average loan volumes of loan portfolios identified for sale or

run-off: US$31 billion (Q1 2025: US$37 billion; 2025 YTD:

US$34 billion; Q2 2024: US$40 billion; 2024 YTD: US$40 billion). Q2 2025 average loan volumes excluding loan

portfolios identified for sale or run-off: US$156 billion (Q1 2025:

US$156 billion; 2025 YTD: US$156 billion; Q2 2024: US$153

billion; 2024 YTD: US$152

billion).

10

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.

TD BANK GROUP • SECOND QUARTER 2025 •

EARNINGS NEWS RELEASE

Page 15

and further normalization of elevated liquidity

levels

11

. Reported non-interest loss was US$306

million, compared with reported non-interest

loss of US$198 million

in the prior quarter, reflecting the impact of U.S. balance

sheet restructuring activities, partially offset by

higher fee revenue. On an adjusted basis,

non-interest

income of US$457 million increased US$3

million, or 1%, compared with the prior

quarter, reflecting higher fee revenue.

Average loan volumes decreased US$6 billion,

or 3%, compared with the prior quarter, reflecting a 5% decrease

in personal loans and a 2% decrease in

business loans. Excluding the impact of the

loan portfolios identified for sale or run-off

under our U.S. balance sheet restructuring

program, average loan volumes

were flat

9

,10

. Average deposit volumes were relatively flat

compared with the prior quarter, reflecting a 2% decrease

in business deposits and a 1% decrease

in

sweep deposits,

partially offset by a 1% increase in personal

deposits.

AUA were US$45 billion as of April 30,

2025, an increase of US$2 billion, or 5%,

compared with the prior quarter. AUM were US$9 billion, flat

compared with

the prior quarter.

PCL for the quarter was US$311 million, a decrease of US$7

million compared with the prior quarter. PCL – impaired was

US$216 million, a decrease of

US$155 million, or 42%, recorded across

the consumer and commercial lending portfolios,

including seasonal trends in the credit card and

auto portfolios, and a

prior quarter adoption impact of a model

update in the credit card portfolio. PCL –

performing was a build of US$95

million, compared with a recovery of

US$53 million in the prior quarter. The performing provisions

this quarter largely reflect credit impacts

from policy and trade uncertainty, including overlays and an

update to our macroeconomic forecasts,

partially offset by lower volume. U.S. Retail PCL

including only the Bank’s share of PCL in

the U.S. strategic cards

portfolio, as an annualized percentage of

credit volume was 0.70%, an increase

of 3 bps compared with the prior quarter.

Non-interest expenses for the quarter were

US$1,644 million, a decrease of US$31 million,

or 2%, compared with the prior quarter, reflecting fewer days

in the

quarter and lower operating expenses, partially

offset by higher governance and control investments,

including costs for U.S. BSA/AML remediation.

The reported and adjusted efficiency ratios for

the quarter were 89.8% and 62.8%, respectively, compared with 85.4%

and 64.1%, respectively, in the prior

quarter.

Year-to-date comparison – Q2 2025 vs. Q2 2024

U.S. Retail reported net income for the

six months ended April 30, 2025, was $462

million (US$336 million), a decrease of $915

million (US$686 million), or 66%

(67% in U.S. dollars), compared with the

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

for the period was $2,005 million (US$1,416

million), a decrease

of $374 million (US$338 million), or 16%

(19% in U.S. dollars). The reported and

adjusted annualized ROE for the period

were 2.1% and 8.7%, respectively,

compared with 6.4% and 11.0%, respectively, in the same period last year.

The contribution from Schwab of $277

million (US$196 million), decreased $100 million

(US$84 million), or 27%

(30%

in U.S. dollars).

U.S. Retail Bank reported net income

for the period was $185 million (US$140

million), a decrease of $815 million (US$602

million), or 82% (81% in U.S.

dollars), compared with the same period

last year, reflecting the impact of U.S. balance sheet restructuring

activities, higher PCL, and higher non-interest

expenses, partially offset by the impact of the charges

for the global resolution of the investigations

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

FDIC special

assessment charge, in the same period last

year, and higher revenue. U.S. Retail Bank adjusted net

income was $1,728 million (US$1,220 million),

a decrease of

$274 million (US$254 million), or 14% (17%

in U.S. dollars), primarily reflecting higher

non-interest expenses and higher PCL, partially

offset by higher revenue.

Reported revenue for the period was US$3,792

million, a decrease of US$1,335 million, or

26%, compared with the same period last

year. On an adjusted basis,

revenue for the period was US$5,232 million,

an increase of US$105 million, or 2%,

compared with the same period last year. Reported net interest

income of

US$4,296 million increased US$61 million, or

1%, and adjusted net interest income

of US$4,321 million increased US$86

million, or 2%, reflecting the impact of

U.S. balance sheet restructuring activities and

higher deposit margins, partially offset by

the deferred cost adjustment.

Reported net interest margin of 2.93%,

decreased 8 bps, and adjusted net interest

margin of 2.95% decreased 6 bps, due to

maintaining elevated liquidity levels (which

negatively impacted net interest

margin by 13 bps) and the deferred cost adjustment,

partially offset by the impact of U.S. balance

sheet restructuring activities, and higher deposit

margins.

Reported non-interest loss of US$504

million decreased US$1,396 million, primarily reflecting

the impact of U.S. balance sheet restructuring

activities, partially

offset by higher fee revenue. On an adjusted

basis, non-interest income of US$911 million increased US$19

million, or 2%, primarily reflecting higher

fee income.

Average loan volumes for the period decreased $2

billion, or 1%, compared with the same

period last year, reflecting a 3% decrease in business loans,

partially

offset by a 1% increase in personal loans. Excluding

the impact of the loan portfolios identified

for sale or run-off under our U.S. balance

sheet restructuring

program, average loan volumes for the period

increased US$4 billion, or 3%, compared

with the same period last year

9

,10

.

Average deposit volumes decreased

US$8 billion, or 3%, reflecting a 9% decrease

in sweep deposits and a 4% decrease in

business deposits,

partially offset by a 3% increase in personal deposits

compared with the same period last year.

PCL was US$629 million, an increase of

US$64 million compared with the same period

last year. PCL – impaired was US$587 million, an increase of

US$79 million, or 16%, largely reflecting

credit migration in the commercial lending portfolio

and the adoption impact of a model update in

the credit card portfolio.

PCL – performing was US$42 million,

a decrease of US$15 million compared

with the same period last year. The current year performing provisions

largely reflect

credit impacts from policy and trade uncertainty, including overlays

and an update to our macroeconomic forecasts,

partially offset by lower volume and the

adoption impact of a model update in

the credit card 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 0.68%, an increase of 8 bps, compared

with the same period last year.

Reported non-interest expenses for the period

were US$3,319 million, a decrease of

US$476 million, or 13%, compared with the

same period last year,

reflecting the impact of the charges for the global

resolution of the investigations into the Bank’s

U.S. BSA/AML program, and FDIC special

assessment charge, in

the same period last year, partially offset by higher governance

and control investments,

including costs for U.S. BSA/AML remediation,

and higher employee-

related expenses. On an adjusted basis, non-interest

expenses increased US$349 million, or 12%,

reflecting costs related to the Bank’s governance

and control

investments,

including costs for U.S. BSA/AML remediation,

and higher employee-related expenses.

The reported and adjusted efficiency ratios for

the period were 87.5% and 63.4%, respectively, compared

with 74.0% and 57.9%, respectively, for the same

period last year.

11

The Bank’s Q3 2025 net interest margin expectations for the segment are based on the Bank’s assumptions regarding

interest rates, deposit reinvestment rates, average asset levels,

execution of planned restructuring opportunities, and other variables, and are subject to inherent risks and uncertainties,

including those set out in the “Risk Factors That May Affect

Future Results” section of this document.

TD BANK GROUP • SECOND QUARTER 2025 •

EARNINGS NEWS RELEASE

Page 16

TABLE 9: WEALTH MANAGEMENT AND INSURANCE

(millions of Canadian dollars, except

as noted)

For the three months ended

For the six months ended

April 30

January 31

April 30

April 30

April 30

2025

2025

2024

2025

2024

Net interest income

$

362

$

369

$

304

$

731

$

589

Non-interest income

3,141

3,229

2,810

6,370

5,660

Total revenue

3,503

3,598

3,114

7,101

6,249

Insurance service expenses

1

1,417

1,507

1,248

2,924

2,614

Non-interest expenses

1,131

1,173

1,027

2,304

2,074

Provision for (recovery of) income taxes

248

238

218

486

385

Net income

$

707

$

680

$

621

$

1,387

$

1,176

Selected volumes and ratios

Return on common equity

46.8

%

42.7

%

40.8

%

44.7

%

39.2

%

Return on common equity – Wealth Management

2

57.8

61.9

54.4

59.9

49.4

Return on common equity – Insurance

33.5

21.9

26.9

27.3

28.0

Efficiency ratio

32.3

32.6

33.0

32.4

33.2

Efficiency ratio, net of ISE

3

54.2

56.1

55.0

55.2

57.1

Assets under administration (billions of Canadian

dollars)

4

$

654

$

687

$

596

$

654

$

596

Assets under management (billions of Canadian

dollars)

542

556

489

542

489

Average number of full-time equivalent staff

15,077

15,059

15,163

15,068

15,276

1

Includes estimated losses related to catastrophe claims – Q2 2025: $50 million, Q1 2025: nil, Q2 2024: $7 million

,

YTD 2025: $50 million, YTD 2024: $17 million.

2

Capital allocated to the business was 11.5% CET1 Capital.

3

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

Total revenue, net of ISE

– Q2 2025: $2,086

million, Q1 2025: $2,091 million,

Q2 2024: $1,866 million, YTD 2025: $4,177 million, YTD 2024: $3,635 million. Total

revenue, net of ISE is a non-GAAP financial measure. Refer to “Non-GAAP and Other Financial

Measures” in the “How We Performed” section and the Glossary in the Bank’s second quarter 2025

MD&A for additional information about this metric.

4

Includes

AUA administered by TD Investment Services Inc. which is part of the Canadian Personal and Commercial

Banking segment.

Quarterly comparison – Q2 2025 vs. Q2 2024

Wealth Management and Insurance net income

for the quarter was $707 million, an increase

of $86 million, or 14%, compared with the second

quarter last year,

reflecting Wealth Management net income of

$480 million, an increase of $62 million,

or 15%, compared with the second quarter

last year, and Insurance net

income of $227 million, an increase of $24

million, or 12%, compared with the second

quarter last year. The annualized ROE for the quarter was 46.8%,

compared

with 40.8% in the second quarter last year. Wealth Management

annualized ROE for the quarter was 57.8%,

compared with 54.4% in the second quarter last

year,

and Insurance annualized ROE for the quarter

was 33.5% compared with 26.9% in the

second quarter last year.

Revenue for the quarter was $3,503 million, an

increase of $389 million, or 12%,

compared with the second quarter last year. Non-interest income

was

$3,141 million, an increase of $331 million, or

12%, reflecting higher insurance

premiums, fee-based revenue, and transaction

revenue. Net interest income was

$362 million, an increase of $58 million, or 19%,

compared with the second quarter last

year, reflecting higher deposit volumes and margins.

AUA were $654 billion as at April 30, 2025, an

increase of $58 billion, or 10%, and

AUM were $542 billion as at April 30, 2025, an

increase of $53 billion, or 11%,

compared with the second quarter last

year, both reflecting market appreciation and net asset growth.

Insurance service expenses for the quarter

were $1,417 million, an increase of $169

million, or 14%, compared with the second quarter

last year, primarily

reflecting increased claims severity.

Non-interest expenses for the quarter were $1,131

million, an increase of $104 million, or

10%, compared with the second quarter last

year, reflecting higher

variable compensation, higher spend supporting

business growth initiatives from technology

spend and employee-related expenses.

The efficiency ratio for the quarter was 32.3%,

compared with 33.0% in the second quarter

last year. The efficiency ratio, net of ISE for the quarter was 54.2%,

compared with 55.0% in the second quarter

last year.

Quarterly comparison – Q2 2025 vs. Q1 2025

Wealth Management and Insurance net income

for the quarter was $707 million, an increase

of $27 million, or 4%, compared with the prior

quarter, reflecting

Wealth Management net income of $480 million,

a decrease of $32 million, or 6%, compared

with the prior quarter, and Insurance net income of $227 million,

an

increase of $59 million, or 35%, compared

with the prior quarter. The annualized ROE for the quarter

was 46.8%, compared with 42.7% in the prior quarter. Wealth

Management annualized ROE for the quarter

was 57.8%, compared with 61.9% in

the prior quarter, and Insurance annualized ROE for the quarter

was 33.5%

compared with 21.9% in the prior quarter.

Revenue decreased $95 million, or 3%, compared

with the prior quarter. Non-interest income decreased $88

million, or 3%, reflecting lower fee-based revenue

and transaction revenue. Net interest income

decreased $7 million, or 2%, reflecting

the effect of fewer days in the second quarter.

AUA decreased $33 billion, or 5%, and AUM

decreased $14 billion, or 3%, compared

with the prior quarter, both reflecting market depreciation and lower

net asset

growth.

Insurance service expenses for the quarter

decreased $90 million, or 6%, compared

with the prior quarter, primarily driven by seasonally lower claims.

Non-interest expenses decreased $42 million,

or 4%, compared with the prior quarter, primarily reflecting

lower employee-related expenses

and lower variable

compensation.

The efficiency ratio for the quarter was 32.3%,

compared with 32.6% in the prior quarter. The efficiency ratio,

net of ISE for the quarter was 54.2%, compared

with 56.1% in the prior quarter.

Year-to-date comparison – Q2 2025 vs. Q2 2024

Wealth Management and Insurance net income

for the six months ended April 30, 2025, was

$1,387 million, an increase of $211 million, or 18%, compared with

the same period last year, reflecting Wealth Management net income

of $992 million, an increase of $219

million, or 28%, compared with the same period

last

year, and Insurance net income of $395 million, a decrease

of $8 million, or 2%, compared with the

same period last year. The annualized ROE for the period was

44.7%, compared with 39.2%, in the same

period last year. Wealth Management annualized ROE for the period

was 59.9%, compared with 49.4% in the same

period last year, and Insurance annualized ROE for the period

was 27.3% compared with 28.0% in the

same period last year.

Revenue for the period was $7,101 million,

an increase of $852 million, or 14%,

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

$710 million, or 13%, reflecting higher insurance

premiums, fee-based revenue commensurate

with market growth, and transaction revenue.

Net interest income

increased $142 million, or 24%, reflecting

higher deposit volumes and margins.

Insurance service expenses were $2,924

million, an increase of $310 million, or 12%,

compared with the same period last year, reflecting business

growth,

increased claims severity and higher occurrences

of catastrophe claims.

TD BANK GROUP • SECOND QUARTER 2025 •

EARNINGS NEWS RELEASE

Page 17

Non-interest expenses were $2,304 million,

an increase of $230 million, or 11%, compared with the

same period last year, reflecting higher variable

compensation commensurate with higher

revenues, and increased technology

spend to support strategic initiatives.

The efficiency ratio for the period was 32.4%, compared

with 33.2% for the same period last

year. The efficiency ratio, net of ISE for the period was 55.2%,

compared with 57.1% in the same period last

year.

TABLE 10: WHOLESALE BANKING

1

(millions of Canadian dollars, except

as noted)

For the three months ended

For the six months ended

April 30

January 31

April 30

April 30

April 30

2025

2025

2024

2025

2024

Net interest income (loss) (TEB)

$

45

$

(107)

$

189

$

(62)

$

387

Non-interest income

2,084

2,107

1,751

4,191

3,333

Total revenue

2,129

2,000

1,940

4,129

3,720

Provision for (recovery of) credit losses –

impaired

61

33

(1)

94

4

Provision for (recovery of) credit losses –

performing

62

39

56

101

61

Total provision for (recovery of) credit losses

123

72

55

195

65

Non-interest expenses – reported

1,461

1,535

1,430

2,996

2,930

Non-interest expenses – adjusted

1,2

1,427

1,483

1,328

2,910

2,711

Provision for (recovery of) income taxes

(TEB) – reported

126

94

94

220

159

Provision for (recovery of) income taxes

(TEB) – adjusted

1

134

105

116

239

205

Net income – reported

$

419

$

299

$

361

$

718

$

566

Net income – adjusted

1

445

340

441

785

739

Selected volumes and ratios

Trading-related revenue (TEB)

3

$

856

$

904

$

693

$

1,760

$

1,423

Average gross lending portfolio (billions of Canadian

dollars)

4

103.1

100.9

96.3

102.0

96.3

Return on common equity – reported

5

10.2

%

7.3

%

9.2

%

8.8

%

7.3

%

Return on common equity – adjusted

1,5

10.9

8.3

11.3

9.6

9.5

Efficiency ratio – reported

68.6

76.8

73.7

72.6

78.8

Efficiency ratio – adjusted

1

67.0

74.2

68.5

70.5

72.9

Average number of full-time equivalent staff

6,970

6,919

7,077

6,944

7,089

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

– Q2 2025: $34 million ($26 million after tax), Q1 2025: $52 million

($41 million after tax), 2025 YTD: $86 million ($67 million after tax), Q2 2024: $102 million ($80 million

after tax), 2024 YTD: $219 million ($173 million after tax).

3

Includes net interest income (loss) TEB of ($272) million, (Q1 2025: ($404) million, 2025 YTD: ($676)

million, Q2 2024: ($118) million, 2024 YTD: ($172) million

), and trading income (loss)

of $1,128 million (Q1 2025: $1,308 million, 2025 YTD: $2,436 million, Q2 2024: $811

million, 2024 YTD:

$1,595 million). Trading-related revenue (TEB) is a non-GAAP financial

measure.

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

in the Bank’s second quarter 2025 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 11.5% CET1 Capital.

Quarterly comparison – Q2 2025 vs. Q2 2024

Wholesale Banking reported net income for

the quarter was $419 million, an increase

of $58 million, or 16%, compared with the

second quarter last year, primarily

reflecting higher revenues, partially offset by higher

PCL, income taxes and non-interest

expenses. On an adjusted basis, net income

was $445 million, an

increase of $4 million, or 1%, compared

with the second quarter last year.

Revenue for the quarter was $2,129 million, an

increase of $189 million, or 10%,

compared with the second quarter last year. Higher revenue

primarily reflects

higher trading-related revenue, and underwriting

fees, including those associated with the

sale of Schwab shares, partially offset by the net

change in fair value of

loan underwriting commitments and the equity

investment portfolio,

and lower advisory fees.

PCL for the quarter was $123 million, an increase

of $68 million compared with the second

quarter last year. PCL – impaired was $61 million, an

increase of

$62 million compared with the prior year, primarily reflecting

a small number of impairments across

various industries. PCL – performing was

$62 million, an

increase of $6 million compared with the prior

year. The performing build this quarter reflects credit impacts

from policy and trade uncertainty, including overlays

and an update to our macroeconomic forecasts.

Reported non-interest expenses for the quarter

were $1,461 million, an increase of $31

million, or 2%, compared with the second

quarter last year, primarily

reflecting higher technology and front office costs,

and the impact of foreign exchange translation,

partially offset by lower acquisition and integration-related

costs

and variable compensation. On an adjusted

basis, non-interest expenses were $1,427

million, an increase of $99 million, or 7%.

Quarterly comparison – Q2 2025 vs. Q1 2025

Wholesale Banking reported net income for

the quarter was $419 million, an increase

of $120 million, or 40%, compared

with the prior quarter, primarily reflecting

higher revenues and lower non-interest expenses,

partially offset by higher PCL. On an adjusted

basis, net income was $445 million, an increase

of $105 million,

or 31%.

Revenue for the quarter increased $129 million,

or 6%, compared with the prior quarter. Higher revenue

primarily reflects higher underwriting fees, including

those associated with the sale of Schwab

shares, partially offset by lower trading-related

revenue.

PCL for the quarter was $123 million, an increase

of $51 million compared with the prior

quarter. PCL – impaired was $61 million, an increase

of $28

million,

primarily reflecting a small number of impairments

across various industries. PCL – performing

was $62 million, an increase of $23 million.

The performing build

this quarter reflects credit impacts from policy

and trade uncertainty, including overlays and an update to our

macroeconomic forecasts.

Reported non-interest expenses for the quarter

decreased $74 million, or 5%, compared

with the prior quarter, primarily reflecting lower variable

compensation

and acquisition and integration-related

costs. On an adjusted basis, non-interest expenses

decreased $56 million, or 4%.

Year-to-date comparison – Q2 2025 vs. Q2 2024

Wholesale Banking reported net income for

the six months ended April 30, 2025

was $718 million, an increase of $152

million, or 27%, compared with the same

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

PCL, non-interest expenses and income

taxes. On an adjusted basis, net income

was

$785 million, an increase of $46 million, or 6%.

Revenue was $4,129 million, an increase of

$409 million, or 11%, compared with the same period last year. Higher revenue

primarily reflects higher trading-

related revenue, and underwriting fees, including

those associated with the sale of Schwab

shares, partially offset by the net change in fair

value of loan

underwriting commitments and the equity

investment portfolio,

and lower advisory fees.

TD BANK GROUP • SECOND QUARTER 2025 •

EARNINGS NEWS RELEASE

Page 18

PCL was $195 million, an increase of $130

million compared with the same period last

year. PCL – impaired was $94 million, an increase of $90

million,

primarily reflecting a small number of impairments

across various industries. PCL – performing

was $101 million, an increase of $40 million.

The current year

performing provisions reflect credit impacts

from policy and trade uncertainty, including overlays and an update

to our macroeconomic forecasts.

Reported non-interest expenses were $2,996

million, an increase of $66 million, or 2%,

compared with the same period last year, reflecting higher technology

and front office costs, and the impact of

foreign exchange translation, partially offset by lower

acquisition and integration-related costs, and

the impact of a

provision related to the U.S. record keeping

and trading regulatory matters recorded in

the same period last year. On an adjusted basis, non-interest

expenses

were $2,910

million, an increase of $199 million, or 7%.

TABLE 11: CORPORATE

(millions of Canadian dollars)

For the three months ended

For the six months ended

April 30

January 31

April 30

April 30

April 30

2025

2025

2024

2025

2024

Net income (loss) – reported

$

8,215

$

(359)

$

(664)

$

7,856

$

(1,255)

Adjustments for items of note

Amortization of acquired intangibles

43

61

72

104

166

Acquisition and integration charges related

to the Schwab transaction

21

53

Share of restructuring and other charges

from investment in Schwab

49

Restructuring charges

163

165

163

456

Impact from the terminated FHN acquisition-related

capital hedging strategy

47

54

64

101

121

Gain on sale of Schwab shares

(8,975)

(8,975)

Civil matter provision

274

274

Less: impact of income taxes

(346)

22

143

(324)

256

Net income (loss) – adjusted

1

$

(161)

$

(266)

$

(211)

$

(427)

$

(392)

Decomposition of items included in net

income (loss) – adjusted

Net corporate expenses

2

$

(431)

$

(370)

$

(338)

$

(801)

$

(555)

Other

270

104

127

374

163

Net income (loss) – adjusted

1

$

(161)

$

(266)

$

(211)

$

(427)

$

(392)

Selected volumes

Average number of full-time equivalent staff

23,250

22,748

23,270

22,995

23,354

1

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

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

document.

2

For additional information about this metric, refer to the Glossary in the second quarter of 2025 MD&A, which is incorporated

by reference.

Quarterly comparison – Q2 2025 vs. Q2 2024

Corporate segment’s reported net income for the quarter

was $8,215 million, compared with a reported

net loss of $664 million in the second quarter

last year. The

higher net income primarily reflects the gain

on the Schwab sale transaction,

the prior year impact of a civil matter

provision

and higher revenue from treasury and

balance sheet activities in the current quarter. Net corporate

expenses increased $93 million compared

to the second quarter last year, primarily reflecting higher

governance and control costs. The adjusted

net loss for the quarter was $161

million, compared with an adjusted net loss

of $211 million in the second quarter last

year.

Quarterly comparison – Q2 2025 vs. Q1 2025

Corporate segment’s reported net income for the quarter

was $8,215 million, compared with a reported

net loss of $359 million in the prior quarter. The higher net

income primarily reflects the gain on the Schwab

sale transaction and higher revenue from

treasury and balance sheet activities, partially

offset by restructuring

charges. Net corporate expenses increased

$61 million compared to the prior quarter. The adjusted net

loss for the quarter was $161 million, compared

with an

adjusted net loss of $266 million in the prior

quarter.

Year-to-date comparison – Q2 2025 vs. Q2 2024

Corporate segment’s reported net income for the

six months ended April 30, 2025 was $7,856

million, compared with a reported net loss

of $1,255 million in the

same period last year. The higher net income primarily reflects

the gain on the Schwab sale transaction,

higher revenue from treasury and balance sheet

activities

and lower restructuring charges compared

to the previous program in the same period

last year.

Net corporate expenses increased $246

million compared to the

same period last year, primarily reflecting higher governance

and control costs. The adjusted net loss

for the six months ended April 30, 2025

was $427 million,

compared with an adjusted net loss of $392

million in the same period last year.

TD BANK GROUP • SECOND QUARTER 2025 •

EARNINGS NEWS RELEASE

Page 19

SHAREHOLDER AND INVESTOR INFORMATION

Shareholder Services

If you:

And your inquiry relates to:

Please contact:

Are a registered shareholder (your name appears

on your TD share certificate)

Missing dividends, lost share certificates, estate

questions, address changes to the share register,

dividend bank account changes, the dividend

reinvestment plan, eliminating duplicate mailings

of

shareholder materials or stopping (or resuming)

receiving annual and quarterly reports

Transfer Agent:

TSX Trust Company

301-100 Adelaide Street West

Toronto, ON M5H 4H1

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

or 416-682-3860

Facsimile: 1-888-249-6189

shareholderinquiries@tmx.com or www.tsxtrust.com

Hold your TD shares through the

Direct Registration System

in the United States

Missing dividends, lost share certificates, estate

questions, address changes to the share register,

eliminating duplicate mailings of shareholder

materials or stopping (or resuming) receiving

annual

and quarterly reports

Co-Transfer Agent and Registrar:

Computershare Trust Company, N.A.

P.O. Box 43006

Providence, RI 02940-3006

or

Computershare Trust Company, N.A.

150 Royall Street

Suite 101

Canton, MA 02021

1-866-233-4836

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

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

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

Email inquiries: web.queries@computershare.com

For electronic access to your account visit:

www.computershare.com/investor

Beneficially own TD shares that are

held in the

name of an intermediary, such as a bank,

a trust

company, a securities broker or other nominee

Your TD shares, including questions

regarding the

dividend reinvestment plan and mailings of

shareholder materials

Your intermediary

For all other shareholder inquiries, please

contact TD Shareholder Relations at

416-944-6367 or 1-866-756-8936 or email

tdshinfo@td.com. Please note that by

leaving us an e-mail or voicemail message,

you are providing your consent for us to

forward your inquiry to the appropriate party

for response.

Access to Quarterly Results Materials

Interested investors, the media and others

may view the second quarter earnings news

release, results slides, supplementary

financial information, and the Report

to Shareholders on the TD Investor Relations

website at www.td.com/investor/.

Quarterly Earnings Conference Call

TD Bank Group will host an earnings conference

call in Toronto, Ontario on May 22, 2025.

The call will be audio webcast live through

TD’s

website at 8:00 a.m. ET.

The call will feature presentations by

TD executives on the Bank’s financial results

for the second quarter and discussions

of related disclosures, followed by a

question-and-answer period with analysts.

The presentation material referenced

during the call will be available on the

TD website at

www.td.com/investor

on

May 22, 2025, in advance of the call.

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 May 22, 2025,

until 11:59 p.m. ET on June 6, 2025,

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

free). The passcode is 8753393#.

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

Management and Insurance, including

TD Wealth (Canada), TD Direct Investing,

and TD Insurance; and Wholesale

Banking, including TD Securities and

TD Cowen.

TD also ranks among the world’s leading

online financial services firms, with more

than 18 million active online

and mobile customers. TD had $2.1

trillion in assets on April 30, 2025.

The Toronto-Dominion Bank trades

under the symbol “TD” on the Toronto

Stock Exchange

and New York Stock Exchange.

For further information contact:

Brooke Hales,

Senior Vice President, Investor Relations,

416-307-8647, Brooke.hales@td.com

Elizabeth Goldenshtein,

Senior Manager, Corporate Communications,

416-994-4124, Elizabeth.goldenshtein@td.com

ex995

TORONTO – May 22, 2025 -

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 July 31,

2025, payable on and

after July 31, 2025, to shareholders of record at the close

of business on July 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 July 31,

2025 dividend, the Bank will purchase the additional

shares in the open

market and therefore no discount will apply.

Registered holders of record of the Bank's common shares

wishing to join the Plan can obtain an

Enrolment Form from TSX Trust

Company (1-800-387-0825) or on the Bank's website,

www.td.com/investor/drip.jsp.

In order to participate in the Plan in time for this dividend,

Enrolment Forms for registered holders must be received

by TSX Trust Company at P.O.

Box

4229, Postal Station A, Toronto,

Ontario, M5W 0G1, or by facsimile at 1-888-488-1416,

before

the close of business on July 10, 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 July 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 July 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 July 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 July 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 July 31, 2025, to

shareholders of record at the close of business on July

10, 2025:

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

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

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

Management and Insurance, including TD

Wealth (Canada), TD Direct Investing, and TD Insurance;

and Wholesale Banking, including TD

Securities and TD Cowen. TD also ranks among the world's

leading online financial services

firms, with more than 18 million active online and mobile

customers. TD had $2.1 trillion in assets

on April 30, 2025. The Toronto

-Dominion Bank trades under the symbol "TD" on

the Toronto

and

New York

Stock Exchanges.

For more information contact:

Jennifer dela Cruz

Senior Legal Officer,

Corporate

Legal Department – Shareholder Relations

(416) 944-6367

Toll

free 1-866-756-8936

Elizabeth Goldenshtein

Senior Manager, Corporate

Communications

(416) 994-4124

ex996

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

I, Raymond Chun, Group President and Chief Executive Officer of The Toronto-

Dominion Bank, certify the following:

1.

Review

: I have reviewed the interim financial report and interim MD&A

(together, the

"interim filings") of The Toronto-Dominion Bank (the "issuer") for the interim period

ended April 30, 2025.

2.

No misrepresentations

: Based on my knowledge, having exercised reasonable

diligence, the interim filings do not contain any untrue statement

of a material fact or omit

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

to make a statement not

misleading in light of the circumstances under which it was

made, with respect to the

period covered by the interim filings.

3.

Fair presentation

: Based on my knowledge, having exercised reasonable diligence,

the interim financial report together with the other financial information

included in the

interim filings fairly present in all material respects the financial condition,

financial

performance and cash flows of the issuer, as of the date of and for the periods

presented in the interim filings.

4.

Responsibility

: The issuer's other certifying officer(s) and I are responsible for

establishing and maintaining disclosure controls and procedures

(DC&P) and internal

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

in National Instrument

52-109

Certification of Disclosure in Issuers' Annual and Interim Filings

, for the issuer.

5.

Design

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

issuer's other certifying officer(s) and I have, as at the end of the period covered

by the

interim filings

(a) designed DC&P,

or caused it to be designed under our supervision, to provide

reasonable assurance that

(i) material information relating to the issuer is made known

to us by others,

particularly during the period in which the interim filings are being prepared;

and

(ii) information required to be disclosed by the issuer in its annual

filings, interim

filings or other reports filed or submitted by it under securities legislation

is recorded,

processed, summarized and reported within the time periods specified

in securities

legislation; and

(b) designed ICFR, or caused it to be designed under our supervision,

to provide

reasonable assurance regarding the reliability of financial

reporting and the preparation

of financial statements for external purposes in accordance with the

issuer's GAAP.

5.1

Control framework

: The control framework the issuer's other certifying officer(s)

and I used to design the issuer's ICFR is

based on criteria established in Internal Control

– Integrated Framework issued by the Committee of Sponsoring

Organizations of the

Treadway Commission (the COSO criteria) in 2013.

5.2

N/A

5.3

N/A

6.

Reporting changes in ICFR

: The issuer has disclosed in its interim MD&A any

change in the issuer's ICFR that occurred during the period beginning

on February 1,

2025 and ended on April 30, 2025 that has materially affected, or is reasonably

likely to

materially affect, the issuer's ICFR.

Date: May 22, 2025

/s/ Raymond Chun

Raymond Chun

Group President and Chief Executive Officer

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

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

certify the following:

1.

Review

: I have reviewed the interim financial report and interim MD&A

(together, the

"interim filings") of The Toronto-Dominion Bank (the "issuer") for the interim period

ended April 30, 2025.

2.

No misrepresentations

: Based on my knowledge, having exercised reasonable

diligence, the interim filings do not contain any untrue statement

of a material fact or omit

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

to make a statement not

misleading in light of the circumstances under which it was

made, with respect to the

period covered by the interim filings.

3.

Fair presentation

: Based on my knowledge, having exercised reasonable diligence,

the interim financial report together with the other financial information

included in the

interim filings fairly present in all material respects the financial condition,

financial

performance and cash flows of the issuer, as of the date of and for the periods

presented in the interim filings.

4.

Responsibility

: The issuer's other certifying officer(s) and I are responsible for

establishing and maintaining disclosure controls and procedures

(DC&P) and internal

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

in National Instrument

52-109

Certification of Disclosure in Issuers' Annual and Interim Filings

, for the issuer.

5.

Design

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

issuer's other certifying officer(s) and I have, as at the end of the period covered

by the

interim filings

(a) designed DC&P,

or caused it to be designed under our supervision, to

provide

reasonable assurance that

(i) material information relating to the issuer is made known

to us by others,

particularly during the period in which the interim filings are being

prepared; and

(ii) information required to be disclosed by the issuer in its annual

filings, interim

filings or other reports filed or submitted by it under securities legislation

is recorded,

processed, summarized and reported within the time periods specified

in securities

legislation; and

(b) designed ICFR, or caused it to be designed under our supervision,

to provide

reasonable assurance regarding the reliability of financial

reporting and the preparation

of financial statements for external purposes in accordance with the

issuer's GAAP.

5.1

Control framework

: The control framework the issuer's other certifying officer(s)

and I used to design the issuer's ICFR is

based on criteria established in Internal Control

– Integrated Framework issued by the Committee of Sponsoring

Organizations of the

Treadway Commission (the COSO criteria) in 2013.

5.2

N/A

5.3

N/A

6.

Reporting changes in ICFR

: The issuer has disclosed in its interim MD&A any

change in the issuer's ICFR that occurred during the period beginning

on February 1,

2025 and ended on April 30, 2025 that has materially affected, or is reasonably

likely to

materially affect, the issuer's ICFR.

Date: May 22, 2025

/s/ Kelvin Tran

Kelvin Tran

Group Head and Chief Financial Officer